Vernon City Council
January 17, 2023

Regular City Council Agenda Tuesday, January 17, 2023

Agenda
City of Vernon
Regular City Council Meeting
Tuesday, January 17, 2023, 9:00 AM
City Hall, Council Chamber
4305 Santa Fe Avenue
Vernon, California
Leticia Lopez, Mayor Crystal
Larios, Mayor Pro Tem Judith
Merlo, Council Member Melissa
Ybarra, Council Member

MEETING ATTENDANCE PROTOCOLS
Assembly Bill 361 (AB 361) authorizes public meetings to take place via teleconference because State and Local officials are recommending measures to promote social distancing. Meetings are conducted in a hybrid format that includes both in-person and Zoom public participation.

The public is encouraged to view the meeting at https://www.cityofvernon.org/webinar-cc or by calling (408) 638-0968, Meeting ID 865-8963-3246#. You may address the Council via Zoom or submit comments to [email protected] with the meeting date and item number in the subject line.

CALL TO ORDER

FLAG SALUTE

ROLL CALL

APPROVAL OF AGENDA

PUBLIC COMMENT
At this time the public is encouraged to address the City Council on any matter that is within the subject matter jurisdiction of the City Council. The public will also be given a chance to comment on matters which are on the posted agenda during City Council deliberation on those specific matters.

PRESENTATIONS

1. Proclamation Recognizing Retired Employee - Eliseo Genera III Recommendation:

Acknowledge and present a proclamation to retired employee Eliseo Genera III, Civilian Court Officer, in recognition of his dedicated service to the City of Vernon.

2. Employee Service Pin Awards for December 2022
Recommendation:

No action required by City Council. This is a presentation only.

Regular City Council Agenda Tuesday, January 17, 2023

PUBLIC HEARINGS

3. Amendments to Vernon Municipal Code Section 17.24.080 Pertaining to General Industry Site Planning Standards
Recommendation: A. Find that the proposed action is exempt from California Environmental Quality Act (CEQA) review, because it is general policy and procedure-making activity that is unrelated to any specific project, which must undergo separate CEQA review, and that will not result in direct physical changes or reasonably foreseeable indirect physical changes in the environment, and therefore does not constitute a “project” as defined by CEQA Guidelines Section 15378; B.Introduce and conduct first reading of Ordinance No. 1292 amending Vernon Municipal Code Section 17.24.080 regulating building setbacks; and C. Direct staff to schedule second reading and adoption for the February 7, 2023 City Council meeting.

CONSENT CALENDAR
All matters listed on the Consent Calendar are to be approved with one motion. Items may be removed from the Consent Calendar for individual consideration. Removed items will be considered immediately following the Consent Calendar.

4. Meeting Minutes
Recommendation:

Approve the December 20, 2022 Regular City Council meeting minutes.

5. Conduct of Meeting via Teleconference Pursuant to Assembly Bill 361 Recommendation:

Ratify the findings in Resolution No. 2021-36 authorizing continued conduct of City Council and other City legislative body meetings via teleconference, in accordance with Assembly Bill 361, due to continued public health and safety concerns caused by COVID-19.

6. City Payroll Warrant Register
Recommendation:

Approve City Payroll Warrant Register No. 799, for the period of December 1 through December 31, 2022, totaling $3,900,635.79 and consisting of ratification of direct deposits, checks and taxes totaling $2,997,606.43 and ratification of checks and electronic fund transfers (EFT) for payroll related disbursements totaling $903,029.36 paid through operating bank account.

7. Operating Account Warrant Register
Recommendation:

Approve Operating Account Warrant Register No. 101, for the period of December 4 through December 24, 2022, totaling $16,075,929.49 and consisting of ratification of electronic payments totaling $13,857,444.41 and ratification of the issuance of early checks totaling $2,218,485.08.

8. Fire Department Activity Report
Recommendation:

Receive and file the October and November 2022 Fire Department Activity Reports.

Regular City Council Agenda Tuesday, January 17, 2023

9. Police Department Activity Report
Recommendation:

Receive and file the November 2022 Police Department Activity Report.

10. Quarterly City Housing Report
Recommendation:

Receive and file the December 2022 Quarterly City Housing Report.

11. Authorization to Order Agreements with A T and T Mobility (AT&T) for State of California CALNET NextGen
Recommendation:

Approve and authorize the City Administrator to execute the Authorization to Order Agreements with AT&T for various telecommunications and network services, in substantially the same form as submitted, for a total amount not-to-exceed $294,000 for a three-year term.

12. Revised Proclamation Recognizing Retired Employee – Jerry R. Chavez, Jr.

Recommendation: Approve revised proclamation.

13. Grant Deed Dedicating in Fee a Portion of the Property Located at 5655 Santa Fe Avenue Recommendation:

A. Find that accepting the Grant Deed is categorically exempt from California Environmental Quality Act (CEQA) review, in accordance with CEQA Guidelines Section 15301(c) because if any construction occurs as a result of accepting and executing the Grant Deed, the project would involve negligible expansion of an existing street; and B. Adopt Resolution No. 2023-01 accepting the Grant Deed of a portion of the property located at 5655 Santa Fe Avenue – Assessor’s Parcel Numbers (APN) 6308-017-011, 012 and 013.

NEW BUSINESS

14. Sapphire Solar Power and Battery Storage Project Power Sales Agreement Recommendation:

A. Find that approval of the proposed action is exempt from California Environmental Quality Act (CEQA) review, because it is an administrative and fiscal activity that will not result in direct or indirect physical changes in the environment, and therefore does not constitute a “project” as defined by CEQA Guidelines Section 15378. Pursuant to the Power Purchase Agreement between Southern California Public Power Authority (SCPPA) and EDF Renewables North America, the lead agencies have obtained, or will reasonably and timely obtain, all CEQA determinations required for the construction, operation, and maintenance of the facility; and B. Approve and authorize the City Administrator to execute a Power Sales Agreement (PSA) with Southern California Public Power Authority (SCPPA), in substantially the same form as submitted, to purchase 39 megawatts of solar power and up to approximately 19.7 megawatts of battery storage with associated green attributes through the Sapphire Solar Project for a projected annual amount of $6,665,000 over a 20-year term.

15. City Council Appointments to Outside Agencies
Recommendation:

A. Appoint an alternate representative to the Central Basin Water Association; B. Appoint an alternate representative to County Sanitation District No. 1; and C. Appoint an alternate representative to County Sanitation District No. 2.

Regular City Council Agenda Tuesday, January 17, 2023

ORAL REPORTS

16. City Administrator Reports on Activities and Other Announcements

17. City Council Reports on Activities (including AB 1234), Announcements, or Directives to Staff

ADJOURNMENT
On January 12, 2023, the foregoing agenda was posted in accordance with the applicable legal requirements. Regular and Adjourned Regular meeting agendas may be amended up to 72 hours and Special meeting agendas may be amended up to 24 hours in advance of the meeting.

Regular City Council Agenda Tuesday, January 17, 2023

Guide to City Council Proceedings
Meetings of the City Council are held the first and third Tuesday of each month at 9:00 a.m. and are conducted in accordance with Rosenberg's Rules of Order (Vernon Municipal Code Section

2.04.020).

Copies of all agenda items and back-up materials are available for review in the City Clerk Department, Vernon City Hall, 4305 Santa Fe Avenue, Vernon, California, and are available for public inspection during regular business hours, Monday through Thursday, 7:00 a.m. to 5:30 p.m.

Agenda reports may be reviewed on the City's website at www.cityofvernon.org or copies may be purchased for $0.10 per page.

Disability-related services are available to enable persons with a disability to participate in this meeting, consistent with the Americans with Disabilities Act (ADA). In compliance with ADA, if you need special assistance, please contact the City Clerk department at [email protected] or (323) 583-8811 at least 48 hours prior to the meeting to assure arrangements can be made.

The Public Comment portion of the agenda is for members of the public to present items, which are not listed on the agenda but are within the subject matter jurisdiction of the City Council. The City Council cannot take action on any item that is not on the agenda but matters raised under Public Comment may be referred to staff or scheduled on a future agenda. Comments are limited to three minutes per speaker unless a different time limit is announced. Speaker slips are available at the entrance to the Council Chamber.

Public Hearings are legally noticed hearings. For hearings involving zoning matters, the applicant and appellant will be given 15 minutes to present their position to the City Council. Time may be set aside for rebuttal. All other testimony shall follow the rules as set for under Public Comment. If you challenge any City action in court, you may be limited to raising only those issues you or someone else raised during the public hearing, or in written correspondence delivered to the City Clerk at or prior to the public hearing.

Consent Calendar items may be approved by a single motion. If a Council Member or the public wishes to discuss an item, it may be removed from the calendar for individual consideration. Council Members may indicate a negative or abstaining vote on any individual item by so declaring prior to the vote on the motion to adopt the Consent Calendar. Items excluded from the Consent Calendar will be taken up following action on the Consent Calendar. Public speakers shall follow the guidelines as set forth under Public Comment.

New Business items are matters appearing before the Council for the first time for formal action.

Those wishing to address the Council on New Business items shall follow the guidelines for Public Comment.

Closed Session allows the Council to discuss specific matters pursuant to the Brown Act, Government Code Section 54956.9. Based on the advice of the City Attorney, discussion of these matters in open session would prejudice the position of the City. Following Closed Session, the City Attorney will provide an oral report on any reportable matters discussed and actions taken. At the conclusion of Closed Session, the Council may continue any item listed on the Closed Session agenda to the Open Session agenda for discussion or to take formal action as it deems appropriate.

City Council Agenda Report
Meeting Date: January 17, 2023
Item1 Page1of2
From: Michael Earl, Director of Human Resources
Department: Human Resources
Submitted by: Lisette Grizzelle, Senior Human Resources Analyst Subject
Proclamation Recognizing Retired Employee - Eliseo Genera III Recommendation
Acknowledge and present a proclamation to retired employee Eliseo Genera III, Civilian Court Officer, in recognition of his dedicated service to the City of Vernon.

Background
Historically, the City Council has issued proclamations in honor of retired City employees. Eliseo Genera III, Civilian Court Officer, retired from the City of Vernon on December 30, 2022 after providing over thirty-five (35) years of service to the City. Mr. Genera was initially hired on April 28, 1986 by the Vernon Police Department (VPD) as a Civilian Traffic Officer and held the position of Civilian Court Officer effective June 3, 1996. Effective April 20, 2011, Mr. Genera was rehired as a Vernon Service Officer and, since July 1, 2012, has held the position of Civilian Court Officer.

Accomplishment and Career Highlights
During his career, Mr. Genera completed a variety of training courses some of which included Intermediate Corrections Operations, Jail Training for Supervisors, Managing the Property and Evidence Room, and a 240 hour Correctional Officer CORE Course.

Mr. Genera held the single incumbent position of Civilian Court Officer for the past 11 years. This key non-sworn position in the VPD is responsible for providing clerical and technical assistance; and, most importantly, is the main position responsible for ensuring safe and accurate maintenance and management of evidence and found property. Mr. Genera received, organized, secured and maintained records on evidence and found property with extreme accuracy, allowing VPD personnel to conduct efficient and expedient operations. Mr. Genera also served as a liaison between VPD and the courts on evidence management and case filings with the District Attorney’s Office. This is a vital part of the position, as it assures security protocols are followed, and all reports and paperwork are filed in a timely manner.

In 2014, Mr. Genera was selected by his peers and supervisors to receive the VPD employee of the year award. Mr. Genera’s skills, knowledge, highly motivated work ethic and willingness to help others made him the top candidate for this award.

During his distinguished career with the City of Vernon, Eliseo Genera III, earned the deepest respect of his colleagues and supervisors through his dedication, commitment, and exceptional customer service. Mr. Genera III has been an exemplary employee and will truly be missed. Mr.

Genera was hired on April 28, 1986 and met the eligibility requirements under CalPERS to retire from the City effective December 30, 2022.

Fiscal Impact
There is no fiscal impact associated with this report.

Attachments
City Council Agenda Report
Meeting Date: January 17, 2023
Item1 Page1of2

1. Proclamation – Eliseo Genera III
Item1 Page2of2

A PROCLAMATION OF THE MAYOR AND THE CITY COUNCIL OF THE

CITY OF VERNON COMMENDING ELISEO GENERA III FOR HIS MANY

YEARS OF SERVICE TO THE CITY
WHEREAS, Eliseo Genera III was a dedicated employee of the City of Vernon for more than 35 years and faithfully served as the Civilian Court Officer for the Vernon Police Department (VPD) since July 1, 2012; and
WHEREAS, Eliseo Genera III retired from the City of Vernon effective December 30, 2022; and
WHEREAS, Eliseo Genera III began his long and dutiful career with the City of Vernon on April 28, 1986 as a Civilian Traffic Officer. Effective April 20, 2011, he served as a Vernon Service Officer and, since July 1, 2012, has held the position of Civilian Court Officer; and WHEREAS, during the course of his career, Eliseo Genera III completed a variety of training courses which included Intermediate Corrections Operations, Jail Training for Supervisors, Managing the Property and Evidence Room, and a 240-hour Correctional Officer CORE Course; and
WHEREAS, Eliseo Genera III held the single incumbent position of Civilian Court Officer for the past 11 years, a key non-sworn position responsible for providing clerical and technical assistance to the VPD; most importantly serving as the main person responsible for ensuring safe and accurate maintenance of evidence and found property; and WHEREAS, Eliseo Genera III served as a liaison between VPD and the courts on evidence management and case filings with the District Attorney’s Office; and WHEREAS, through his skills, knowledge, highly motivated work ethic and willingness to help others, Eliseo Genera III exemplified the VPD values of excellent service and professionalism, making him a top candidate to receive the VPD Employee of the Year Award by his peers and supervisors; and
WHEREAS, during his long and distinguished career with the City of Vernon, Eliseo Genera III has won the deepest respect of his colleagues and supervisors through his dedication, commitment, and exceptional customer service; and
WHEREAS, it is an honor to express our appreciation to Eliseo Genera III for his exemplary service to the City of Vernon and wish Eliseo good health upon his retirement and for continued success in life’s pursuits.

NOW, THEREFORE, THE MAYOR AND THE CITY COUNCIL OF THE CITY OF VERNON, ON BEHALF OF ITS

EMPLOYEES, RESIDENTS AND BUSINESSES HEREBY COMMEND AND THANK ELISEO GENERA III FOR HIS YEARS OF SERVICE TO THE CITY. THIS PROCLAMATION IS BEING PRESENTED TO ELISEO GENERA III BY

THE HONORABLE MAYOR LETICIA LOPEZ FOR AND ON BEHALF OF THE CITY COUNCIL OF THE CITY OF VERNON THIS 17TH DAY OF JANUARY TWO THOUSAND AND TWENTY-THREE.

CITY OF VERNON
___________________________
LETICIA LOPEZ, Mayor
City Council Agenda Report
Meeting Date: January 17, 2023
Item2 Page1of1
From: Michael Earl, Director of Human Resources
Department: Human Resources
Submitted by: Veronica Avendano, Administrative Secretary Subject
Employee Service Pin Awards for December 2022
Recommendation
No action required by City Council. This is a presentation only.

Background
The following employees are eligible to receive their service pin based on the number of service years with the City of Vernon:

FIVE YEARS OF SERVICE
Angela P. Kimmey, Deputy City Administrator, Hired December 2017

FIFTEEN YEARS OF SERVICE
George Tolmasoff III, Utilities Dispatcher, Hired December 2007

TWENTY YEARS OF SERVICE
Jason G. Tomlinson, Fleet Supervisor, Hired December 2002 Fiscal Impact
There is no fiscal impact associated with this report.

Attachments
None.

City Council Agenda Report
Meeting Date: January 17, 2023
From: Daniel S. Wall, P.E., Director of Public Works
Department: Public Works
Submitted by: Daniel S. Wall, P.E., Director of Public Works Subject
Amendments to Vernon Municipal Code Section 17.24.080 Pertaining to General Industry Site Planning Standards
Recommendation
A. Find that the proposed action is exempt from California Environmental Quality Act (CEQA) review, because it is general policy and procedure-making activity that is unrelated to any specific project, which must undergo separate CEQA review, and that will not result in direct physical changes or reasonably foreseeable indirect physical changes in the environment, and therefore does not constitute a “project” as defined by CEQA Guidelines Section 15378; B. Introduce and conduct first reading of Ordinance No. 1292 amending Vernon Municipal Code Section 17.24.080 regulating building setbacks; and
C. Direct staff to schedule second reading and adoption for the February 7, 2023 City Council meeting.

Background
The site planning standards for the General Industry Zone in Vernon Municipal Code Section

17.24.080 require that all buildings and all ancillary structures greater than 20 feet in height be located at least 21 feet behind the curb face. This blunt standard was developed in order to keep structures a safe distance from the City’s highest voltage electrical infrastructure. Currently, this standard applies to all properties regardless of the voltage of the overhead wires adjacent to the property and even if there are no overhead wires adjacent to the property. This setback requirement is very costly. For example: A property that is 300 feet wide, being developed on a typical City street with an 8-foot-wide sidewalk, would have to locate a new building 13 feet behind the back of sidewalk. In this scenario, the area of land that must remain free and clear of buildings and structures has a current approximate value of $400,000.

Staff recommends that Public Utilities be given discretion in reducing the required minimum setback distance on a case-by-case basis, taking into account safe distances from current and future overhead utility infrastructure. This ordinance proposes changes to Sections 17.24.080(C) and (D) shown below in red:

C. Building Setback. Every building or structure shall be set back not less than 21 feet from the curb face, as shown on the Master Plan of Streets. A reduced setback distance may be approved by the General Manager of Public Utilities, but not less than to the ultimate planned right-of-way of the street as shown on the Master Plan of Streets. The Director shall designate the distance from the center of the street in any case in which the planned future ultimate width of a street is not specified or a street is not symmetrical.

D. Ancillary Structure Setback. Where a lot or parcel of land in any zone or overlay zone abuts a street as shown on the Master Plan of Streets, every Ancillary Structure on such Lot or parcel shall be set back as follows: (1) if the ancillary structure is equal to or greater than 20 feet in height, it shall be set back not less than 21 feet from the curb face, as shown on the Master Plan of Streets. A reduced setback distance may be approved by the General Manager of Public City Council Agenda Report
Meeting Date: January 17, 2023
Utilities, but not less than to the ultimate planned right-of-way of the street as shown on the Master Item3Plan of Streets; and (2) if the ancillary structure is less than 20 feet in Page1of7height, it shall be
Item3 Page2of7
set back not less than to the ultimate planned right-of-way width of the street as shown on the Master Plan of the streets, except in no case shall the structure be set back less than eight feet from the curb face, as shown on the Master Plan of Streets. The Director shall designate the distance from the center of the street to the curb face in any case in which the Master Plan of Streets does not specify a planned future ultimate width from curb to curb or a street is not symmetrical.

With the proposed site planning amendments, the City anticipates that it will have the flexibility to accommodate a broader range of development and expansion projects which, ultimately, will positively contribute to the fiscal health and vitality of the City.

Fiscal Impact
There is no fiscal impact associated with this report.

Attachments

1. Ordinance No. 1292

2. Notice of Public Hearing
Item3 Page3of7
ORDINANCE NO. 1292

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF VERNON
AMENDING VERNON MUNICIPAL CODE CHAPTER 17.24.080

REGULATING BUILDING SETBACKS
SECTION 1. Recitals.

A. The City of Vernon (City) is a municipal corporation and a chartered city of the State of California organized and existing under its charter and the Constitution of the State of California.

B. Vernon Municipal Code Title 17 – Zoning (Zoning Code), establishes zoning regulations and provisions in the City and designates, regulates, and restricts various matters of zoning and land use.

C. Under the existing Zoning Code, every building or structure in the General Industry Zone shall be set back not less than 21 feet from the curb face as shown on the master plan of streets.

D. The City Council desires to amend Vernon Municipal Section 17.24.080 regulating building setbacks to allow the City to consider permitting a reduced setback distance on a case-by-case basis as approved by the General Manager of Public Utilities.

THE CITY COUNCIL OF THE CITY OF VERNON HEREBY ORDAINS:

SECTION 2. The City Council of the City of Vernon finds and determines that the above recitals are true and correct and are a substantial part of this ordinance.

SECTION 3. This ordinance was assessed in accordance with the authority and criteria contained in the California Environmental Quality Act (CEQA), the State CEQA Guidelines, and the environmental regulations of the City. The City Council hereby finds that the proposed action is exempt from CEQA review, because it is general policy and procedure-making activity that is unrelated to any specific project, which must undergo separate CEQA review, and that will not result in direct physical changes or reasonably foreseeable indirect physical changes in the environment, and therefore does not constitute a “project” as defined by CEQA Guidelines Section 15378.

SECTION 4. Vernon Municipal Code Sections 17.24.080(C) and (D) are hereby amended to read as follows:
“C. Building Setback. Every building or structure shall be set back not less than 21 feet from the curb face, as shown on the Master Plan of Streets. A reduced setback distance may be approved by the General Manager of Public Utilities, but not less than to the ultimate planned right-of-way of the street as shown on the Master Plan of Streets. The Ordinance No. 1292 Page
3 of 3
_______________________
Item3 Page4of7
General Manager of Public Utilities shall designate the distance from the center of the street in any case in which the planned future ultimate width of a street is not specified or a street is not symmetrical.

D. Ancillary Structure Setback. Where a lot or parcel of land in any zone or overlay zone abuts a street as shown on the Master Plan of Streets, every Ancillary Structure on such Lot or parcel shall be set back as follows: (1) if the ancillary structure is equal to or greater than 20 feet in height, it shall be set back not less than 21 feet from the curb face, as shown on the Master Plan of Streets. A reduced setback distance may be approved by the General Manager of Public Utilities, but not less than to the ultimate planned right- ofway of the street as shown on the Master Plan of Streets; and (2) if the ancillary structure is less than 20 feet in height, it shall be set back not less than to the ultimate planned rightof-way width of the street as shown on the Master Plan of the streets, except in no case shall the structure be set back less than eight feet from the curb face, as shown on the Master Plan of Streets. The General Manager of Public Utilities shall designate the distance from the center of the street to the curb face in any case in which the Master Plan of Streets does not specify a planned future ultimate width from curb to curb or a street is not symmetrical.”
SECTION 5. Any provision of the Vernon Municipal Code or appendices thereto inconsistent with the provisions of this ordinance, to the extent of such inconsistencies and no further, is repealed or modified to that extent necessary to affect the provisions of this ordinance.

SECTION 6. If any section, subsection, paragraph, sentence, clause, phrase, or portion thereof, of this ordinance is declared by a court of competent jurisdiction to be unconstitutional or otherwise invalid, such decision shall not affect the validity of the remaining portions of this ordinance. The City Council declares that it would have adopted this ordinance, and each section, subsection, paragraph, sentence, clause, phrase, or portion thereof, irrespective of the fact that any one or more sections, subsections, paragraphs, sentences, clauses, phrases, or portions thereof, be declared invalid or unconstitutional. To this end, the provisions of this ordinance are declared to be severable.

SECTION 7. The City Clerk shall certify the adoption and publish this ordinance as required by law.
/ / / /
/ / / /
/
Ordinance No. 1292 Page
3 of 3
_______________________
Item3 Page5of7
SECTION 8. This ordinance shall become effective after the thirtieth day following its adoption.

APPROVED AND ADOPTED _____, 2023.
______________________
LETICIA LOPEZ, Mayor
ATTEST:

LISA POPE, City Clerk
(seal)
APPROVED AS TO FORM: ZAYNAH
N. MOUSSA, City Attorney
Item3 Page6of7
4305 Santa Fe Avenue City of Vernon Vernon, CA 90058
(323) 583-8811

NOTICE OF CITY COUNCIL PUBLIC HEARING
The City Council of the City of Vernon will conduct a public hearing on January 17, 2023, at 9:00 a.m. (or as soon thereafter as the matter can be heard), which you may attend, at Vernon City Hall, City Council Chamber, 4305 Santa Fe Avenue, Vernon, CA 90058, or via Zoom Webinar at http://www.cityofvernon.org/webinar-cc in accordance with Assembly Bill 361, to:

Consider introduction and adoption of an ordinance amending Vernon Municipal Code Section 17.24.080 regulating building setbacks.

All relevant documents will be available for public review on the City’s website once the agenda for the meeting is posted or from the City Clerk at [email protected] or (323) 583-8811 ext. 546. All interested persons will be given an opportunity to comment on the above-referenced items during the public hearing. In addition, written comment or questions may be submitted prior to the hearing as set forth below. Written Testimony or questions must be received prior to 9:00 a.m. on the date of the hearing.

Please send your comments or questions to:

Daniel Wall, Director of Public Works
City of Vernon
4305 Santa Fe Avenue, Vernon, CA 90058
(323) 583-8811 ext. 305
Email: [email protected]
If you challenge the adoption of said ordinance or any provision thereof in court, you may be limited to raising only those issues you or someone else raised at the hearing described in this notice or in written correspondence delivered to the City of Vernon at, or prior to, the meeting.

In compliance with the Americans with Disabilities Act (ADA), if you need special assistance to participate in the meeting, please contact the City Clerk Department at (323) 583-8811 ext. 546.

The hearing may be continued, adjourned, or cancelled and rescheduled to a stated time and place without further notice of a public hearing.

Dated: December 27, 2022 Lisa Pope, City Clerk
Publish: January 5, 2023
HUNTINGTON PARK BULLETIN This space for filing stamp only ~ ~
3731 WILSHIRE BLVD STE 840, LOS ANGELES, CA 90010Telephone (323) 556-5720 / Fax (213) 835-0584

LISA POPE

CITY OF VERNON CITY CLERK
4305 SANTA FE AVE
VERNON, CA - 90058

PROOF OF PUBLICATION
(2015.5 C.C.P.)
State of California )
County of LOS ANGELES ) ss
Notice Type: GPN - GOVT PUBLIC NOTICE
Ad Description:

Notice of Public Hearing - Adoption of Ordinance Amending VMC Section 17.24.080
I am a citizen of the United States and a resident of the State of California; I am over the age of eighteen years, and not a party to or interested in the aboveHUNTINGTON PARK BULLETIN, a newspaper published in the Englishentitled matter. I am the principal clerk of the printer and publisher of the language in the city of HUNTINGTON PARK, county of LOS ANGELES, and adjudged a newspaper of general circulation as defined by the laws of the State of California by the Superior Court of the County of LOS ANGELES, State of the annexed is a printed copy, has been published in each regular and entireCalifornia, under date 06/14/1943, Case No. 485073. That the notice, of which issue of said newspaper and not in any supplement thereof on the followingdates, to-wit:

PRE#: 3656288

NOTICE OF CITY COUNCIL PUBLIC HEARING
The City Council of the City of Vernon will
conduct a public hearing on January 17, 2023, at
9:00 a.m. (or as soon thereafter as the matter can be
heard), which you may attend, at Vernon City Hall,
City Council Chamber, 4305 Santa Fe Avenue,
Vernon, CA 90058, or via ZoomWebinar at
http://www.cityofvernon.org/webinar-cc in
accordance with Assembly Bill 361, to:

Consider introduction and adoption of an
ordinance amending Vernon Municipal Code
Section 17.24.080 regulating building setbacks. All
relevant documents will be available for public
review on the City's website once the agenda for the
meeting is posted or from the City Clerk at
[email protected] or (323) 583-8811
ext. 546. All interested persons will be given an
opportunity to comment on the above-referenced
items during the public hearing. In addition,
written comment or questions may be submitted
prior to the hearing as set forth below. Written
Testimony or questions must be received prior to
9:00 a.m. on the date of the hearing.

Please send your comments or questions to:

Daniel Wall, Director of Public Works
City of Vernon
4305 Santa Fe Avenue, Vernon, CA 90058
(323) 583-8811 ext. 305
Email: [email protected]
If you challenge the adoption of said ordinance or
any provision thereof in court, you may be limited to
raising only those issues you or someone else
raised at the hearing described in this notice or in
written correspondence delivered to the City of
Vernon at, or prior to, the meeting.

In compliance with the Americans with Disabilities
Act (ADA), if you need special assistance to
participate in the meeting, please contact the City
Clerk Department at (323) 583-8811 ext. 546. The
hearing may be continued, adjourned, or
cancelled and rescheduled to a stated time and
place without further notice of a public hearing.

Dated: December 27, 2022
Lisa Pope, City Clerk
1/5/23
PRE-3656288#

HUNTINGTON PARK BULLETIN
01/05/2023
Executed on: 01/05/2023
At Los Angeles, California
I certify (or declare) under penalty of perjury that the foregoing is true and correct.

Signature
!A000006204619!
Item3 Page7of7
Email
Item4 Page1of7
City Council Agenda Report
Meeting Date: January 17, 2023
From: Lisa Pope, City Clerk
Department: City Clerk
Submitted by: Sandra Dolson, Administrative Secretary
Subject Meeting
Minutes
Recommendation
Approve the December 20, 2022 Regular City Council meeting minutes.

Background
Staff has prepared and submits the minutes for approval.

Fiscal Impact
There is no fiscal impact associated with this report.

Attachments

1. December 20, 2022 Regular Meeting Minutes
Item4 Page2of7

MINUTES

VERNON CITY COUNCIL

REGULAR MEETING
TUESDAY, DECEMBER 20, 2022
COUNCIL CHAMBER, 4305 SANTA FE AVENUE

CALL TO ORDER
Mayor Lopez called the meeting to order at 9:02 a.m.

FLAG SALUTE
Mayor Lopez led the Flag Salute.

Mayor Lopez announced the retirement of Council Member Davis.

ROLL CALL
PRESENT:

Leticia Lopez, Mayor (via remote access)
Crystal Larios, Mayor Pro Tem
Judith Merlo, Council Member
Melissa Ybarra, Council Member
STAFF PRESENT:

Carlos Fandino, City Administrator
Zaynah Moussa, City Attorney
Lisa Pope, City Clerk
Scott Williams, Finance Director
Fredrick Agyin, Health and Environmental Control Director Michael Earl, Human Resources Director
Robert Sousa, Police Chief
Dan Wall, Public Works Director
Todd Dusenberry, Acting Public Utilities General Manager

APPROVAL OF THE AGENDA
MOTION
Council Member Ybarra moved and Mayor Pro Tem Larios seconded a motion to approve the agenda. The question was called and the motion carried unanimously.

PUBLIC COMMENT
None.

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December 20, 2022

PRESENTATIONS

1. Vernon CommUNITY Fund Grant Committee Awards and Grantee Certificates for Fiscal Year (FY) 2022-2023 Docket I
City Clerk Pope presented the staff report.

Mayor Pro Tem Larios presented certificates to CA Derby Dolls; Cal State Los Angeles University Auxiliary Services, Inc.; Chicxs Rockerxs South East Los Angeles; Girls on the Run of Los Angeles County; Helping Hands Society of Los Angeles; Human Services Association; Libros Schmibros Lending Library; Los Angeles Center for Law and Justice; Neighborhood Music School Association; So'oh-Shin Sister Project; Southeast Churches Service Center; Southeast Community Foundation; and Woodcraft Rangers.

2. Proclamation Recognizing Retiring Employee - Donald R. Quiroz City Clerk Pope read the proclamation and the Council recognized Donald R.

Quiroz, Electric Operations Supervisor, for his dedicated service to the City of Vernon.

PUBLIC HEARINGS

3. Adoption of California Building Codes by Reference
Public Works Director Wall presented the staff report.

Mayor Lopez opened the public hearing. There being no speakers, Mayor Lopez closed the public hearing.

MOTION
Council Member Ybarra moved and Council Member Merlo seconded a motion to conduct second reading and adopt Ordinance No. 1290 amending Title 15, Building and Construction, to adopt the 2022 California Building Standards Code and 1997 Uniform Code for Abatement of Dangerous Buildings by reference. The question was called and the motion carried unanimously.

CONSENT CALENDAR
Council Member Ybarra pulled Item No. 13.

MOTION
Council Member Ybarra moved and Mayor Pro Tem Larios seconded a motion to approve the Consent Calendar, with the exception of Item No. 13. The question was called and the motion carried unanimously.

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December 20, 2022
The Consent Calendar consisted of the following items:

4. Meeting Minutes
Recommendation: Approve the December 6, 2022 Special and Regular City Council meeting minutes.

5. Conduct of Meetings via Teleconference Pursuant to Assembly Bill 361 Recommendation: Ratify the findings in Resolution No. 2021-36 authorizing continued conduct of City Council and all other City legislative body meetings via teleconference, in accordance with Assembly Bill 361 (AB 361), due to continued public health and safety concerns caused by COVID-19.

6. City Payroll Warrant Register
Recommendation: Approve City Payroll Warrant Register No. 798, for the period of November 1 through November 30, 2022, totaling $2,927,310.50 and consisting of ratification of direct deposits, checks and taxes totaling $2,019,894.43 and ratification of checks and electronic fund transfers (EFT) for payroll related disbursements totaling $907,416.07 paid through operating bank account.

7. Operating Account Warrant Register
Recommendation: Approve Operating Account Warrant Register No. 100, for the period of November 13 through December 3, 2022, totaling $13,040,261.67 and consisting of ratification of electronic payments totaling $12,577,841.38 and ratification of the issuance of early checks totaling $462,420.29.

8. Ordinance No.1289 Granting Amendment No.1 to the Solid Waste NonExclusive Franchise Agreement Recommendation: Conduct second reading and adopt Ordinance No. 1289 Granting Amendment No. 1 to the Non-Exclusive Franchise Agreement for Commercial Solid Waste Collection.

9. Ordinance No. 1291 Amending Fund Allocation, Eligibility, and Criteria for Vernon CommUNITY Fund Grants
Recommendation: Conduct second reading and adopt Ordinance No. 1291 amending Vernon Municipal Code Sections 2.48.090, 2.48.100 2.48.110 and

2.48.130 relating to the Vernon CommUNITY Fund.

10. Police Department Activity Report
Recommendation: Receive and file the October 2022 Police Department Activity Report.

11. Public Works Department Monthly Report
Recommendation: Receive and file the November 2022 Building Report.

12. New Enterprise License Agreement (ELA) with Microsoft and Purchases from Insight Public Sector
Recommendation: A. Approve a new Enterprise License Agreement (ELA) with Microsoft, in substantially the same form as submitted, for a period of three years and approve purchase of associated Microsoft Licenses from Insight Public Sector (Insight) for an amount of $426,149.64 for the three year term; B. Approve additional funds with Insight in the amount of $87,792 for additional Microsoft volume license purchases; and C. Approve additional funds with Insight in the amount of $65,000 for additional purchases that may be necessary from this vendor during the 2022-2023 Fiscal Year.

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December 20, 2022

14. Change Order No. 13 to the Consulting Services Agreement (CS-0099) with CNS Engineers, Inc. (CNS) for the Atlantic Boulevard Bridge Rehabilitation and Widening Project
Recommendation: A. Find that the approval of the proposed change order is within the Initial Study/Mitigated Negative Declaration prepared for this project pursuant to the provisions under the California Environmental Quality Act (CEQA) in accordance with Section 15063 of the CEQA Guidelines; and B. Approve and Authorize the City Administrator to execute Agreement Change Order No. 13, in substantially the same form as submitted, for the Atlantic Boulevard Bridge Rehabilitation and Widening Project, Federal Project No. DBPL02-5139(010), Contract No. CS-0099, extending the project schedule from December 31, 2022 to December 31, 2023 and authorizing CNS to provide additional support and coordination services required to complete the design phase of the project for the additional cost of $99,309.46 (increasing the total contract cost to $2,279,677.94).

15. Purchase Order with ChargePoint, Inc.

Recommendation: Approve the issuance of a Purchase Order with ChargePoint, Inc., in an amount not-to-exceed $827,758.85, to procure Direct Current Fast Chargers for electric vehicles.

16. Services Agreement with Sespe Consulting, Inc. (Sespe) Recommendation: A. Find it in the best interest of the City to award a Services Agreement directly to Sespe without a competitive selection process pursuant to Vernon Municipal Code Section 3.32.110 (B)(2) and (B3); and B. Approve and authorize the City Administrator to execute a Professional Services Agreement with Sespe Consulting, Inc., in substantially the same form as submitted, for the purpose of conducting an odor study, for a total not-to-exceed $180,000 for a three-year term.

17. Amendment No. 1 to the Services Agreement with World Equity Alliance (WEA)
Recommendation: A. Pursuant to Vernon Municipal Code (VMC) Sections

3.32.110 (B)(3) and 3.32.220 (B), find that it is in the best interest of the City to award a services agreement directly to WEA without a competitive process and find that it is commercially unreasonable to re-bid the contract for health officer services in three years; and B. Authorize the City Administrator to execute Amendment No. 1 to the Master Services Agreement with WEA, in substantially the same form as submitted, for health officer services and community health needs assessment, increasing the contract amount by $271,200, bringing the total amount not-to-exceed to $369,000, for a 5-year term.

The following item was pulled from the Consent Calendar for individual consideration:

13. Amendment No. 3 to the Services Agreement with the Arroyo Group In response to Council questions, Public Works Director Wall explained the change in scope of work from a specific plan to zoning code amendment.

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December 20, 2022
MOTION
Council Member Ybarra moved and Council Member Merlo seconded a motion to:

A. Find that the proposed action is exempt under the California Environmental Quality Act (CEQA) review, because it is a continuing fiscal and administrative activity that will not result in any direct or indirect physical changes in the environment, and therefore does not constitute a “project” as defined by CEQA Guidelines section 15378. One of the outcomes of the proposed action is to develop a Program Environmental Impact Report (PEIR) for potential project(s), and any required environmental impact analysis will be conducted at the appropriate project phase; and B. Approve and authorize the City Administrator to execute Amendment No. 3 to the Services Agreement between the City of Vernon and The Arroyo Group, in substantially the same form as submitted, for the preparation of: proposed changes to Chapter 17 of the Vernon Municipal Code allowing mixed-use development along Santa Fe Avenue, Design Guidelines to facilitate the orderly development of Mixed-Uses along Santa Fe Avenue, an Environmental Impact Report, and revisions to the General Plan and Housing Element Updates for a not-to-exceed amount of $70,000 and a six-month extension of the agreement. The question was called and the motion carried unanimously.

NEW BUSINESS

18. Letter Agreement with Southern California Edison Company Acting Public Utilities General Manager Dusenberry presented the staff report.

MOTION
Council Member Ybarra moved and Mayor Pro Tem Larios seconded a motion to:

A. Find that the proposed action is categorically exempt from California Environmental Quality Act (CEQA) review, in accordance with CEQA Guidelines Section 15301, because the project consists of the maintenance, repair or minor alteration of existing facilities and equipment and involves negligible or no expansion of an existing use; and B. Approve and authorize the City Administrator to execute a Letter Agreement with Southern California Edison Company (SCE), in substantially the same form as submitted, to agree upon an interim arrangement pursuant to which SCE will perform required work related to Interconnection Facilities, Distribution Upgrades, and Network Upgrades, in an amount not-toexceed $132,328. The question was called and the motion carried unanimously.

19. Appointment of Todd W. Dusenberry as General Manager of Public Utilities Human Resources Director Earl presented the staff report.

MOTION
Council Member Ybarra moved and Mayor Pro Tem Larios seconded a motion to adopt Resolution No. 2022-45 appointing Todd W. Dusenberry to serve as General Manager of Public Utilities of the City of Vernon and approving and authorizing the Item4 Page7of7
Regular City Council Meeting Minutes Page 6 of 6
December 20, 2022
execution of a related at-will employment agreement. The question was called and the motion carried unanimously.

ORAL REPORTS
City Administrator Reports on Activities and other Announcements.

City Administrator Fandino congratulated Council Member Davis and Don Quiroz on their retirements and General Manager Dusenberry on his appointment; announced the VCF Scholarships application period beginning January 3; wished happy holidays; and noted the next Regular City Council meeting on January 17, 2023.

Public Works Director Wall provided an update on the monument sign installation on Santa Fe Avenue at 25th Street.

City Council Reports on Activities (including AB 1234), Announcements, or Directives to Staff.

None.

RECESS
Mayor Lopez recessed the meeting to Closed Session at 9:42 a.m.

CLOSED SESSION

20. CONFERENCE WITH LEGAL COUNSEL – EXISTING LITIGATION Government Code Section 54956.9(d)(1)
Jerry Chavez v. City of Vernon
Los Angeles Superior Court Case No. BC719460

RECONVENE
At 10:01 a.m., Mayor Lopez adjourned Closed Session and reconvened the regular meeting.

CLOSED SESSION REPORT
City Attorney Moussa reported the Council met in Closed Session, discussed the item on the agenda, and took no reportable action.

ADJOURNMENT
Mayor Lopez adjourned the meeting at 10:01 a.m.
______________________________
ATTEST: LETICIA LOPEZ, Mayor
____________________________
LISA POPE, City Clerk
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City Council Agenda Report
Meeting Date: January 17, 2023
From: Lisa Pope, City Clerk
Department: City Clerk
Submitted by: Lisa Pope, City Clerk
Subject
Conduct of Meeting via Teleconference Pursuant to Assembly Bill 361 Recommendation
Ratify the findings in Resolution No. 2021-36 authorizing continued conduct of City Council and other City legislative body meetings via teleconference, in accordance with Assembly Bill 361, due to continued public health and safety concerns caused by COVID-19.

Background
Assembly Bill 361 (AB 361) authorizes local agencies to use teleconferencing without complying with the teleconferencing requirements imposed by the Ralph M. Brown Act during a declared state of emergency. At a special meeting on October 21, 2021, the City Council adopted Resolution No. 2021-36 authorizing continued conduct of City Council and all other City legislative body meetings via teleconference, in accordance with AB 361, due to continued public health and safety concerns caused by COVID-19.

Pursuant to AB 361, it is necessary for the City Council to periodically declare that the City’s legislative bodies must continue to meet remotely to ensure the continued health and safety of the public. The City Council most recently ratified the findings of Resolution No. 2021-36 on December 20, 2022.

If the City Council determines the need to conduct meetings remotely still exists, the City Council should ratify the findings in Resolution No. 2021-36.

Fiscal Impact
There is no fiscal impact associated with this report.

Attachments

1. Resolution No. 2021-36
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RESOLUTION NO. 2021- 36

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON

AUTHORIZING CONTINUED CONDUCT OF CITY COUNCIL AND ALL

OTHER CITY LEGISLATIVE BODY MEETINGS VIA TELECONFERENCE, IN ACCORDANCE WITH ASSEMBLY BILL 361 ( AB 361), DUE TO

CONTINUED PUBLIC HEALTH AND SAFETY CONCERNS CAUSED BY
COVID- 19
SECTION 1. Recitals.

A. On March 4, 2020, Governor Newsom declared a State of Emergency to make additional resources available, formalize emergency actions already underway across multiple state agencies and departments, and help the State prepare for a broader spread of COVID- 19.

B. On March 17, 2020, the City Council adopted Resolution No. 2020- 06 ratifying Emergency Proclamation 2020- 01, a proclamation of local emergency due to the serious and imminent threat of the Novel Coronavirus ( COVID- 19).

C. Also, on March 17, 2020, Governor Newsom issued Executive Order N-29-20, which suspended certain provisions of the Ralph M. Brown Act to allow local legislative bodies to conduct meetings telephonically or by other means. Additionally, the State implemented a shelter- in-place order, requiring all non-essential personnel to work from home.

D. The City Council, Commissions and Committees have utilized remote and hybrid meetings during the state of emergency, ensuring the member' s and public' s continued access to meetings while ensuring public safety.

E. On June 11, 2021, Governor Newsom issued Executive Order N-08-21, which extended the ability of agencies to hold remote meetings through September 30, 2021, after which agencies anticipated transitioning back to public meetings held in full compliance with the Brown Act.

F. Since issuing Executive Order N-08-21, the Delta variant emerged, causing a spike in COVID- 19 cases throughout the state.

G. It is difficult to maintain social distancing requirements for the public, staff, Council Members, Committee Members and Commissioners in their respective meeting locations, therefore, the City of Vernon legislative bodies have utilized a hybrid model of meetings, with some members and the public participating remotely.

H. The Proclamation of a State of Emergency issued by Governor Newsom on March 4, 2020 continues to be in effect.

Resolution No. 2021- 3

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I. On September 16, 2021, Governor Newson signed AB 361, allowing local legislative bodies to continue to meet remotely after the September 30, 2021 expiration of the Governor’ s executive orders.

J. Pursuant to AB 361, it is necessary for the City Council to declare every 30 days that the City’s legislative bodies must continue to meet remotely to ensure the health and safety of the public.

NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF VERNON AS FOLLOWS:

SECTION 2. The City Council of the City of Vernon hereby finds and determines that the above recitals are true and correct.

SECTION 3. The City Council of the City of Vernon hereby approves the continuation of conducting the City Council and all other City Legislative Body meetings remotely due to continued public health and safety concerns caused by COVID- 19.

SECTION 4. In compliance with AB 361, and to continue to teleconference without the usual teleconference requirements of the Brown Act, the City Council makes the following findings:
a. The City Council has reconsidered the circumstances of the state of emergency; and
b. The state of local emergency continues to directly impact the ability of the City Council and all other City Legislative Body meetings, as well as staff and members of the public, from meeting safely in person; and c. Health orders require all individuals in public spaces to maintain social distancing and to wear masks when inside public spaces; however, the City cannot maintain social distancing requirements for the Council Members, Commissioners, Committee Members, staff and public in meeting spaces.

SECTION 5. City Council and all other City Legislative Body meetings will continue to be conducted in a hybrid manner including remote and in person participation for the next 30 days in compliance with AB 361, to better ensure the health and safety of the public.

SECTION 6. The City Council will reconsider the above findings and the need to conduct meetings remotely within 30 days of the adoption of this resolution.

SECTION 7. If the City Council determines the need to conduct meetings remotely still exists at each 30-day interval, the City Council will make such findings by minute order.

Resolution No. 2021- 3

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SECTION 8. The City Clerk shall certify the passage and adoption of this resolution and enter it into the book of original resolutions.

APPROVED AND ADOPTED this 21stday of October, 2021.

MELISSA YBARRA, Mayor
ATTEST:

LISA POPE, City Clerk
seal)
APPROVED AS TO FORM:

ZAYNAH N. MOUSSA, Interim City Attorney
I CERTIFY THAT THE FOREGOING RESOLUTION NO. 2021- 36 was passed and adopted by the City Council of the City of Vernon at the Regular meeting on October 21, 2021 by the following vote:

AYES: 4 Council Members: Lopez, Merlo, Davis, Ybarra NOES: 0 ABSENT: 1 Council Member: Larios
ABSTAIN: 0
LISA POPE, City Clerk
seal)
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City Council Agenda Report
Meeting Date: January 17, 2023
From: Scott Williams, Director of Finance
Department: Finance
Submitted by: Efren Peregrina Renteria, Finance Specialist Subject
City Payroll Warrant Register
Recommendation
Approve City Payroll Warrant Register No. 799, for the period of December 1 through December 31, 2022, totaling $3,900,635.79 and consisting of ratification of direct deposits, checks and taxes totaling $2,997,606.43 and ratification of checks and electronic fund transfers (EFT) for payroll related disbursements totaling $903,029.36 paid through operating bank account.

Background
Section 2.32.060 of the Vernon Municipal Code indicates the City Treasurer, or an authorized designee, shall prepare warrants covering claims or demands against the City which are to be presented to City Council for its audit and approval. Pursuant to the aforementioned code section, the City Treasurer has prepared City Payroll Account Warrant Register No. 799 covering claims and demands presented during the period of December 1 through December 31, 2022, drawn, or to be drawn, from East West Bank for City Council approval.

Fiscal Impact
The fiscal impact of approving City Payroll Warrant Register No. 799, totals $3,900,635.79. The Finance Department has determined that sufficient funds to pay such claims/demands, are available in the respective accounts referenced on City Payroll Warrant Register No. 799.

Attachments

1. City Payroll Account Warrant Register No. 799

PAYROLL WARRANT REGISTER
City of Vernon
No. 799 Month of December 2022
I hereby Certify: that claims or demands covered by the above listed warrants have been audited as to accuracy
and availability of funds for payments thereof; and that said claims or demands are accurate and that funds are
available for payments thereof.

Scott A. Williams
Director of Finance / City Treasurer
Date: 1/9/2023
This is to certify that the claims or demands
covered by the above listed warrants have been
audited by the City Council of the City of Vernon
and that all of said warrants are approved for payments DATE
DATE

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Payrolls reported for the month of December
11/06/2022 - 11/19/2022, Paydate 12/01/2022
11/18/2022 - 11/18/2022, Paydate 12/01/2022 SP815
11/20/2022 - 12/03/2022, Paydate 12/15/2022
12/27/2022 - 12/27/2022, Paydate 12/27/2022 SP853
12/04/2022 - 12/17/2022, Paydate 12/29/2022
12/08/2022 - 12/08/2022, Paydate 12/29/2022 SP854
Payment
Method Date Payment Description Amount
ACH 12/01/22 Net payroll, checks
ACH 12/01/22 Net payroll, direct deposits
ACH 12/01/22 Payroll taxes
ACH 12/15/22 Net payroll, checks
ACH 12/15/22 Net payroll, direct deposits
ACH 12/15/22 Payroll taxes
ACH 12/27/22 Net payroll, checks
ACH 12/27/22 Payroll taxes
ACH 12/29/22 Net payroll, checks
ACH 12/29/22 Net payroll, direct deposits
ACH 12/29/22 Payroll taxes
Total net payroll and payroll taxes
$ 8,180.89
699,955.09
194,394.01
6,368.97
710,098.50
196,450.93
148,048.50
89,328.00
5,487.57
733,379.92
205,914.05
2,997,606.43
14076 12/02/22
14075 12/02/22
14077 12/02/22
14076 12/06/22
14702 12/02/22
14089 12/21/22
14090 12/21/22
14091 12/21/22
14092 12/21/22
14093 12/28/22
14086 12/23/22
14088 12/22/22
14087 12/23/22
14080 12/15/22
14084 12/16/22
14085 12/16/22
14079 12/15/22
14081 12/15/22
14122 12/29/22
ICMARC
IBEW Dues
Vernon Police Officers' Benefit Association
CalPERS
California State Disbursement Unit
Blue Shield of California (active)
Blue Shield of California (retiree)
Blue Shield of California (cobra)
Metlife - Group Benefits
MES Vision
AFLAC
Mutual of Omaha
Colonial
ICMARC
Teamsters Local 911
Vernon Police Officers' Benefit Association
CalPERS
California State Disbursement Unit Vernon
Police Officers' Benefit Association
24,864.89
4,403.18
2,292.16
205,492.82

41.53 267,672.88
91,366.65
1,370.11
28,213.12
4,020.67
12,099.17
13,300.94
6,998.21
23,227.20
2,547.00
2,232.96
210,611.38

41.53 2,232.96
Payroll related disbursements, paid through
Operating bank account 903,029.36
Total net payroll, taxes, and related disbursements $ 3,900,635.79 Item6 Page 1 of 1 Page3of3
City Council Agenda Report
Meeting Date: January 17, 2023
From: Scott Williams, Director of Finance
Department: Finance
Submitted by: Efren Peregrina Renteria, Finance Specialist Subject
Operating Account Warrant Register
Recommendation
Approve Operating Account Warrant Register No. 101, for the period of December 4 through December 24, 2022, totaling $16,075,929.49 and consisting of ratification of electronic payments totaling $13,857,444.41 and ratification of the issuance of early checks totaling $2,218,485.08.

Background
Section 2.32.060 of the Vernon Municipal Code indicates the City Treasurer, or an authorized designee, shall prepare warrants covering claims or demands against the City which are to be presented to City Council for its audit and approval. Pursuant to the aforementioned code section, the City Treasurer has prepared Operating Account Warrant Register No. 101 covering claims and demands presented during the period of December 4 through December 24, 2022, drawn, or to be drawn, from East West Bank for City Council approval.

Fiscal Impact
The fiscal impact of approving Operating Account Warrant Register No. 101, totals $16,075,929.49. The Finance Department has determined that sufficient funds to pay such claims/demands, are available in the respective accounts referenced on Operating Account Warrant Register No. 101.

Attachments

1. Operating Account Warrant Register No. 101
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City Council Agenda Report
Meeting Date: January 17, 2023
From: Carlos Fandino, City Administrator
Department: City Administration
Submitted by: Diana Figueroa, Administrative Analyst
Subject
Fire Department Activity Report
Recommendation
Receive and file the October and November 2022 Fire Department Activity Reports.

Background
Attached are copies of Fire Department Activity Reports which cover the period of October 1 through October 31 and November 1 through November 30, 2022. The reports are provided by Los Angeles County Fire and consist of incident details and summaries for each month.

Fiscal Impact
There is no fiscal impact associated with this report.

Attachments

1. Fire Department Activity Report – October 2022

2. Fire Department Activity Report – November 2022
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1 Item8 Page12of19

LOS ANGELES COUNTY FIRE DEPARTMENT

CITY OF VERNON STATISTICS
NOVEMBER 2022
2 Item8 Page12of19
3 Item8 Page13of19

CITY OF VERNON STATISTICS
NOVEMBER 2022 TYPES AND TOTALS
FIRES:

Incident
Date/Time
Basic Incident
Number (FD1)
Basic Incident Full Address Basic Incident
Type Code And
Description
(FD1.21)
Basic Property PreIncident Value
(FD1.37)
Basic Property
Losses (FD1.35)
Basic
Contents
PreIncident
Value
(FD1.38)
Basic
Content
Losses
(FD1.36)
Basic
Primary
Station
Name
(FD1.4)
Basic
Incident
Address
Favorite
Address
Postal Code
(FD1.78)
Basic
Person
Involved
Postal
Code
(FD3.18)
Basic Incident City Name (FD1.16): VERNON
CAD Basic Incident Postal Code: 90058
Basic Incident Postal Code (FD1.19): 90058
11/14/2022 LAC22388030 East 28TH Street and S

SANTA FE AV VERNON CA
90058
117 - Commercial
Compactor fire,
confined to rubbish
LAC052
LAC22388115 15TH Street and MATEO
VERNON CA 90058
150 - Outside
rubbish fire, other
LAC052
11/15/2022 LAC22389665 154 - Dumpster or
other outside trash
receptacle fire
500 500 LAC052
11/18/2022 LAC22392497 151 - Outside
rubbish, trash or
waste fire
LAC052
11/21/2022 LAC22397353 South ALAMEDA Street and
25TH ST VERNON CA 90058
151 - Outside
rubbish, trash or
waste fire
LAC052
11/23/2022 LAC22399709 111 - Building fire LAC052
11/25/2022 LAC22402639 111 - Building fire 2,000 0 LAC052 11/26/2022 LAC22403607 117 - Commercial
Compactor fire,
confined to rubbish
0 0 LAC052
Count: 8
Count: 8
Count: 8
4 Item8 Page13of19
Count: 8
5 Item8 Page14of19

CITY OF VERNON STATISTICS
NOVEMBER 2022 TYPES AND TOTALS TYPES AND TOTALS:

Cad Initial Cad Incident Type Description Basic Incident Type Code And Description (FD1.21) Number of incidents Property Loss Content Loss Acres Burned Basic Incident Type Category (FD1.21): (None)
ALRWF 1
MISC1 1
Total: 2 Total: $0 Total: 0 Total: 0
Basic Incident Type Category (FD1.21): 1 - Fire
911 111 - Building fire 1
INVO 150 - Outside rubbish fire, other 1
MISC1 151 - Outside rubbish, trash or waste fire 2
RUB 117 - Commercial Compactor fire, confined to rubbish 1 $0 0 RUB 154 - Dumpster or other outside trash receptacle fire 1 $500 STRC 111 - Building fire 1 $2,000 0
VEHL 117 - Commercial Compactor fire, confined to rubbish 1 Total: 8 Total: $2,500 Total: 0 Total: 0
Basic Incident Type Category (FD1.21): 3 - Rescue & Emergency Medical Service Incident ABDB 321 - EMS call, excluding vehicle accident with injury 2 ASSLTB 321 - EMS call, excluding vehicle accident with injury 1 CP 300 - Rescue, EMS incident, other 1
CP 321 - EMS call, excluding vehicle accident with injury 1 DB 321 - EMS call, excluding vehicle accident with injury 1 EMS 321 - EMS call, excluding vehicle accident with injury 3 INJA 321 - EMS call, excluding vehicle accident with injury 3 SICKA 321 - EMS call, excluding vehicle accident with injury 4 TCA 321 - EMS call, excluding vehicle accident with injury 3 TCA 322 - Motor vehicle accident with injuries 4
TCA 324 - Motor vehicle accident with no injuries. 1
TCB 321 - EMS call, excluding vehicle accident with injury 1 TCB 322 - Motor vehicle accident with injuries 1
TCP 322 - Motor vehicle accident with injuries 1
TCT 322 - Motor vehicle accident with injuries 1
UNC 321 - EMS call, excluding vehicle accident with injury 5 WATER 363 - Swift water rescue 1
6 Item8 Page14of19
Total: 34 Total: $0 Total: 0 Total: 0
Basic Incident Type Category (FD1.21): 5 - Service Call ALRWF 522 - Water or steam leak 2

CITY OF VERNON STATISTICS
7 Item8 Page15of19
NOVEMBER 2022 TYPES AND TOTALS
Cad Initial Cad Incident Type Description Basic Incident Type Code And Description (FD1.21) Number of incidents Property Loss Content Loss Acres Burned INVO 500 - Service call, other 1
INVO 522 - Water or steam leak 1
Total: 4 Total: $0 Total: 0 Total: 0
Basic Incident Type Category (FD1.21): 6 - Good Intent Call ALRA 600 - Good intent call, other 1
ALRA 611 - Dispatched and cancelled en route 4
ALREMS 600 - Good intent call, other 1
ALRWF 611 - Dispatched and cancelled en route 9
ALRWFR 611 - Dispatched and cancelled en route 3
EMS 600 - Good intent call, other 1
FLOOD 600 - Good intent call, other 1
GSW 622 - No incident found on arrival at dispatch address 1 HYD 611 - Dispatched and cancelled en route 1
INVO 600 - Good intent call, other 1
INVO 611 - Dispatched and cancelled en route 1
MISC1 611 - Dispatched and cancelled en route 2
OD 600 - Good intent call, other 1
TCA 600 - Good intent call, other 1
TCB 600 - Good intent call, other 3
UNC 611 - Dispatched and cancelled en route 1
UNK 650 - Steam, other gas mistaken for smoke, other 1
Total: 33 Total: $0 Total: 0 Total: 0
Basic Incident Type Category (FD1.21): 7 - False Alarm & False Call ALRA 730 - System malfunction, other 1
ALRA 735 - Alarm system sounded due to malfunction 2
ALRA 744 - Detector activation, no fire - unintentional 1 ALRAR 700 - False alarm or false call, other 1
ALRMAN 744 - Detector activation, no fire - unintentional 2 ALRMAN 745 - Alarm system activation, no fire - unintentional 1 Total: 8 Total: $0 Total: 0 Total: 0
Total: 89 Total: $2,500 Total: 0 Total: 0
8 Item8 Page16of19

CITY OF VERNON STATISTICS
NOVEMBER 2022 CITY DETAILS CITY DETAILS:

Alarm Date
Time
Basic Incident
Number (FD1)
Cad Initial
Cad Incident
Type
Description
Incident Type Address Basic Incident Full Street
Address
Basic First
Arrived At
Scene
Apparatus
ID
Basic
Property
Losses
(FD1.35)
Basic
Content
Losses
(FD1.36)
11/23/2022 LAC22399709 911 111 - Building fire 4460 South PACIFIC Boulevard E52
11/25/2022 LAC22402639 STRC 111 - Building fire 5700 South SANTA FE Avenue E165 2,000 0
11/14/2022 LAC22388030 VEHL 117 - Commercial Compactor fire, confined to rubbish
East 28TH Street and S SANTA
FE AV VERNON CA 90058
East 28TH Street and S
SANTA FE AV E52
11/26/2022 LAC22403607 RUB 117 - Commercial Compactor fire, confined to rubbish
5075 South SANTA FE
Avenue E52 0 0
11/14/2022 LAC22388115 INVO 150 - Outside rubbish fire, other 15TH Street and MATEO VERNON CA 90058 15TH Street and MATEO E52
11/18/2022 LAC22392497 MISC1 151 - Outside rubbish, trash or waste fire 2444 South ALAMEDA Street E52
11/21/2022 LAC22397353 MISC1 151 - Outside rubbish, trash or waste fire
South ALAMEDA Street and
25TH ST VERNON CA 90058
South ALAMEDA Street and
25TH ST E52
11/15/2022 LAC22389665 RUB 154 - Dumpster or other outside trash receptacle fire
5831 South SANTA FE
Avenue E52 500
11/21/2022 LAC22396783 CP 300 - Rescue, EMS incident, other 3163 East VERNON Avenue S13 11/2/2022 LAC22372564 UNC 321 - EMS call, excluding vehicle accident with injury
LOMA VISTA Avenue and E
49TH ST VERNON CA 90058
LOMA VISTA Avenue and E
49TH ST S13
11/3/2022 LAC22373752 TCA 321 - EMS call, excluding vehicle accident with injury
4529 DISTRICT Boulevard and E
58TH ST VERNON CA 90058
4529 DISTRICT Boulevard
and E 58TH ST S13
11/4/2022 LAC22375613 TCB 321 - EMS call, excluding vehicle accident with injury 3737 South SOTO Street E52
11/9/2022 LAC22381753 EMS 321 - EMS call, excluding vehicle accident with injury 2503 East VERNON Avenue E52
11/10/2022 LAC22383122 SICKA 321 - EMS call, excluding vehicle accident with injury
Santa fee East VERNON Avenue
and S SANTA FE AV VERNON CA
90058
Santa Fe East VERNON
Avenue and S SANTA FE AV E52
11/13/2022 LAC22386126 CP 321 - EMS call, excluding vehicle accident with injury 2443 East 27TH Street E52
11/14/2022 LAC22387486 EMS 321 - EMS call, excluding vehicle accident with injury 3851 South SOTO Street S13
11/14/2022 LAC22387559 ABDB 321 - EMS call, excluding vehicle accident with injury 3340 East LEONIS Boulevard E13
11/16/2022 LAC22389968 ABDB 321 - EMS call, excluding vehicle accident with injury 3153 East VERNON Avenue E52
11/16/2022 LAC22390531 TCA 321 - EMS call, excluding vehicle accident with injury
South SOTO Street and E 46TH
ST VERNON CA 90058
South SOTO Street and E
46TH ST E52
9 Item8 Page16of19
11/18/2022 LAC22392851 UNC 321 - EMS call, excluding vehicle accident with injury 3275 East VERNON Avenue S13
11/19/2022 LAC22393836 INJA 321 - EMS call, excluding vehicle accident with injury 2266 East 38TH Street E52
11/21/2022 LAC22396560 UNC 321 - EMS call, excluding vehicle accident with injury
5218 South SANTA FE
Avenue S13

CITY OF VERNON STATISTICS
10 Item8 Page17of19
NOVEMBER 2022 CITY DETAILS
11/21/2022 LAC22397053 EMS 321 - EMS call, excluding vehicle accident with injury 2670 East LEONIS Boulevard S13
11/21/2022 LAC22397234 INJA 321 - EMS call, excluding vehicle accident with injury 3420 East VERNON Avenue S13
11/22/2022 LAC22398190 UNC 321 - EMS call, excluding vehicle accident with injury 2333 East 49TH Street E52
11/23/2022 LAC22399027 SICKA 321 - EMS call, excluding vehicle accident with injury 5925 South ALCOA Avenue S13
11/24/2022 LAC22401398 TCA 321 - EMS call, excluding vehicle accident with injury
1 East SLAUSON Avenue and S

DOWNEY RD VERNON CA
90058
1 East SLAUSON Avenue
and S DOWNEY RD S13
11/26/2022 LAC22403705 SICKA 321 - EMS call, excluding vehicle accident with injury
South ALAMEDA Street and E
49TH ST VERNON CA 90058
South ALAMEDA Street and
E 49TH ST E13
11/29/2022 LAC22406837 UNC 321 - EMS call, excluding vehicle accident with injury
East 51ST Street and S SANTA
FE AV VERNON CA 90058
East 51ST Street and S
SANTA FE AV E52
11/29/2022 LAC22407217 DB 321 - EMS call, excluding vehicle accident with injury
4383 East EXCHANGE
Avenue S13
11/30/2022 LAC22408190 SICKA 321 - EMS call, excluding vehicle accident with injury
4301 South SANTA FE
Avenue S13
11/30/2022 LAC22408856 ASSLTB 321 - EMS call, excluding vehicle accident with injury
4305 South SANTA FE
Avenue E52
11/30/2022 LAC22408978 INJA 321 - EMS call, excluding vehicle accident with injury
4305 South SANTA FE
Avenue E52
11/1/2022 LAC22371986 TCA 322 - Motor vehicle accident with injuries
East VERNON Avenue and S

SANTA FE AV VERNON CA
90058
East VERNON Avenue and S
SANTA FE AV E52
11/5/2022 LAC22376821 TCA 322 - Motor vehicle accident with injuries 3345 East SLAUSON Avenue S13
11/8/2022 LAC22379867 TCP 322 - Motor vehicle accident with injuries
1 East SLAUSON Avenue and S

DOWNEY RD VERNON CA
90058
1 East SLAUSON Avenue
and S DOWNEY RD E13
11/21/2022 LAC22396519 TCB 322 - Motor vehicle accident with injuries
2619 South SANTA FE
Avenue E13
11/24/2022 LAC22400274 TCT 322 - Motor vehicle accident with injuries 5353 South DOWNEY Road E13
11/28/2022 LAC22405624 TCA 322 - Motor vehicle accident with injuries
DISTRICT Boulevard and LOMA
VISTA AV VERNON CA 90058
DISTRICT Boulevard and
LOMA VISTA AV E13
11/4/2022 LAC22375574 TCA 324 - Motor vehicle accident with no injuries.

FRUITLAND Avenue and S
SOTO ST VERNON CA 90058
FRUITLAND Avenue and S
SOTO ST S13
11/8/2022 LAC22380801 WATER 363 - Swift water rescue
LOS ANGELES River and

BANDINI BLVD VERNON CA
90058
LOS ANGELES River and
BANDINI BLVD Q13
11/21/2022 LAC22396667 INVO 500 - Service call, other BANDINI Boulevard and S SOTO ST VERNON CA 90058
BANDINI Boulevard and S
SOTO ST Q13
11/3/2022 LAC22374760 INVO 522 - Water or steam leak 2850 East 44TH Street E52 11/8/2022 LAC22379837 ALRWF 522 - Water or steam leak 3049 East VERNON Avenue E52 11/8/2022 LAC22381064 ALRWF 522 - Water or steam leak 4510 South ALAMEDA Street E52 11/1/2022 LAC22372030 FLOOD 600 - Good intent call, other 2424 East 26TH Street E52 11/2/2022 LAC22373351 ALREMS 600 - Good intent call, other 5820 South ALAMEDA Street E52

CITY OF VERNON STATISTICS
11 Item8 Page17of19
11/7/2022 LAC22378631 ALRA 600 - Good intent call, other 5353 South DOWNEY Road E13

CITY OF VERNON STATISTICS
12 Item8 Page18of19
NOVEMBER 2022 CITY DETAILS
11/9/2022 LAC22381679 TCA 600 - Good intent call, other 4305 South SANTA FE Avenue S13
11/11/2022 LAC22384198 OD 600 - Good intent call, other 4310 South SANTA FE Avenue E52
11/16/2022 LAC22390437 INVO 600 - Good intent call, other 1669 South MC GARY Street and

S ALAMEDA ST VERNON CA
90058
1669 South MC GARY Street
and S ALAMEDA ST E13
11/16/2022 LAC22391004 EMS 600 - Good intent call, other South ALAMEDA Street and E 38TH ST VERNON CA 90058
South ALAMEDA Street and
E 38TH ST E52
11/17/2022 LAC22392208 TCB 600 - Good intent call, other SEVILLE Avenue and E LEONIS BLVD VERNON CA 90058
SEVILLE Avenue and E
LEONIS BLVD E52
11/29/2022 LAC22406806 TCB 600 - Good intent call, other East LEONIS Boulevard and S SOTO ST VERNON CA 90058
East LEONIS Boulevard and
S SOTO ST E52
11/30/2022 LAC22408130 TCB 600 - Good intent call, other 2172 25TH Street E13 11/1/2022 LAC22371486 ALRWF 611 - Dispatched and cancelled en route 3435 East VERNON Avenue E52
11/4/2022 LAC22375203 MISC1 611 - Dispatched and cancelled en route 4879 FRUITLAND Avenue
11/5/2022 LAC22376760 ALRWFR 611 - Dispatched and cancelled en route 3255 SACO Street
11/9/2022 LAC22381389 ALRWF 611 - Dispatched and cancelled en route 2800 East 54TH Street E13
11/9/2022 LAC22381443 ALRA 611 - Dispatched and cancelled en route 2926 East 54TH Street
11/10/2022 LAC22382834 ALRWF 611 - Dispatched and cancelled en route 3049 East VERNON Avenue
11/10/2022 LAC22382856 ALRWF 611 - Dispatched and cancelled en route 3049 East VERNON Avenue
11/11/2022 LAC22384561 ALRA 611 - Dispatched and cancelled en route 4401 South DOWNEY Road
11/14/2022 LAC22387959 ALRWF 611 - Dispatched and cancelled en route 4401 South DOWNEY Road E13
11/14/2022 LAC22387988 ALRA 611 - Dispatched and cancelled en route 4401 South DOWNEY Road E13
11/15/2022 LAC22388796 UNC 611 - Dispatched and cancelled en route 2901 SACO Street E52
11/19/2022 LAC22393928 ALRWF 611 - Dispatched and cancelled en route 3030 East LEONIS Boulevard
11/21/2022 LAC22396496 ALRWF 611 - Dispatched and cancelled en route 5383 South ALCOA Avenue
11/22/2022 LAC22398402 ALRA 611 - Dispatched and cancelled en route 4623 MAYWOOD Avenue E13
11/24/2022 LAC22400489 INVO 611 - Dispatched and cancelled en route
South ALAMEDA Street and
25TH ST VERNON CA 90058
South ALAMEDA Street and
25TH ST
11/25/2022 LAC22401732 ALRWFR 611 - Dispatched and cancelled en route
4460 South PACIFIC
Boulevard
11/25/2022 LAC22401748 ALRWFR 611 - Dispatched and cancelled en route
4460 South PACIFIC
Boulevard
11/26/2022 LAC22402747 HYD 611 - Dispatched and cancelled en route
ROSS Street and E 38TH ST
VERNON CA 90058 ROSS Street and E 38TH ST

CITY OF VERNON STATISTICS
13 Item8 Page18of19
11/28/2022 LAC22405070 ALRWF 611 - Dispatched and cancelled en route 2800 East 54TH Street E13

CITY OF VERNON STATISTICS
14 Item8 Page19of19
NOVEMBER 2022 CITY DETAILS
11/28/2022 LAC22405230 MISC1 611 - Dispatched and cancelled en route
MALBURG Way and E

SLAUSON AV VERNON CA
90058
MALBURG Way and E

SLAUSON AV
11/30/2022 LAC22408417 ALRWF 611 - Dispatched and cancelled en route 3049 East VERNON Avenue
11/7/2022 LAC22379532 GSW 622 - No incident found on arrival at dispatch address 3855 South SOTO Street
11/9/2022 LAC22381350 UNK 650 - Steam, other gas mistaken for smoke, other
East 38TH Street and S SANTA
FE AV VERNON CA 90058
East 38TH Street and S
SANTA FE AV E52
11/8/2022 LAC22380588 ALRAR 700 - False alarm or false call, other 4623 MAYWOOD Avenue E13 11/18/2022 LAC22393272 ALRA 730 - System malfunction, other 4401 South DOWNEY Road E13 11/26/2022 LAC22403183 ALRA 735 - Alarm system sounded due to malfunction 2914 East 46TH Street E52
11/26/2022 LAC22403402 ALRA 735 - Alarm system sounded due to malfunction 2914 East 46TH Street E52
11/1/2022 LAC22371636 ALRMAN 744 - Detector activation, no fire - unintentional
4950 South SANTA FE
Avenue E52
11/15/2022 LAC22388792 ALRMAN 744 - Detector activation, no fire - unintentional 2198 ANDERSON Street E52
11/18/2022 LAC22393523 ALRA 744 - Detector activation, no fire - unintentional
3839 South SANTA FE
Avenue E52
11/21/2022 LAC22397342 ALRMAN 745 - Alarm system activation, no fire - unintentional 2335 East 52ND Street E52
11/2/2022 LAC22372741 ALRWF 6250 South BOYLE Avenue E13 11/2/2022 LAC22373118 MISC1 South SOTO Street and E 54TH ST VERNON CA 90058
South SOTO Street and E
54TH ST E13
Count: 88
Item9 Page1of58
City Council Agenda Report
Meeting Date: January 17, 2023
From: Robert Sousa, Chief of Police
Department: Police
Submitted by: Donna Aggers, Records Manager
Subject
Police Department Activity Report
Recommendation
Receive and file the November 2022 Police Department Activity Report.

Background
The Vernon Police Department’s activity report consists of activity during the specified reporting period, including a summary of calls for service, and statistical information regarding arrests, traffic collisions, stored and impounded vehicles, recovered stolen vehicles, the number of citations issued, and the number of reports filed.

Fiscal Impact
There is no fiscal impact associated with this report.

Attachments

1. Police Department Activity Report – November 2022

VERNON POLICE DEPARTMENT
Department Activity Report
First Date: 11/01/2022
Jurisdiction: VERNON Last Date: 11/30/2022
Department Complaint All Units Primary Unit
12/01/2022 00:12:0Item91 Page2of58Page
3 of 3
Type Description
VPD
10-6 OFFICER IS 10-6 C7,961,962,10-10, WASH, EQUIPMEN
10-96H PICK UP THE JAIL PAPER WORK FROM HP JAIL
140 SUPPLEMENTAL REPORT
20001R INJURY HIT AND RUN REPORT
20002 NON-INJURY HIT AND RUN
20002R NON-INJURY HIT AND RUN REPORT
211R ROBBERY REPORT
211S SILENT ROBBERY ALARM
242 BATTERY
245 ASSAULT WITH A DEADLY WEAPON
246R SHOOTING AT AN OCCUPIED DWELLING OR VEHIC
273.5R DOMESTIC VIOLENCE REPORT
415 DISTURBING THE PEACE
417 BRANDISHING A WEAPON
459 BURGLARY
459A AUDIBLE BURGLARY ALARM
459R BURGLARY REPORT
459S SILENT BURGLARY ALARM
459V BURGLARY TO A VEHICLE
459VR BURGLARY TO A VEHICLE REPORT
476R FRAUD REPORT
484 PETTY THEFT
484R PETTY THEFT REPORT
487 GRAND THEFT
487R GRAND THEFT REPORT
586 PARKING PROBLEM
586E PARKING ENFORCEMENT
594 VANDALISM
594R VANDALISM REPORT
602 TRESPASS
647F DRUNK IN PUBLIC
653MR ANNOYING PHONE CALLS REPORT
901 UNKNOWN INJURY TRAFFIC COLLISION
901T INJURY TRAFFIC COLLISION
901TR INJURY TRAFFIC COLLISION REPORT
902T NON-INJURY TRAFFIC COLLISION
902TR NON-INJURY TRAFFIC COLLISION REPORT
909C TRAFFIC CONTROL
909E TRAFFIC ENFORCEMENT
909T TRAFFIC HAZARD
911A CONTACT THE REPORTING PARTY
917A ABANDONED VEHICLE
925 SUSPICIOUS CIRCUMSTANCES
927 UNKNOWN TROUBLE
A211 ATTEMPT ROBBERY
A459R ATTEMPT BURGLARY REPORT

AGTAR ATTEMPT GRAND THEFT AUTO REPORT
189
170 5
3 9 8
1 1
10 7 12
7 6
2 6 1 6
2 4 1 2
1 8 1
62 20
2 1
18 4
329
172 16
8 15
8 7 2
25 19
1 1
13 5
13 8
4 1
17 11
73 65
7 7
15 4
23 13
66 25
2 1
2 1
6 2
39 14 14
5 84
48 1
1 1
1 23
21 5
3 31
19 6
4 70
29 6
2 4

VERNON POLICE

DEPARTMENT
Department Activity Report
First Date: 11/01/2022
Jurisdiction: VERNON Last Date: 11/30/2022
Department Complaint All Units Primary
Unit
12/01/2022 00:12:0Item91
Page2of58Page 4 of 4
1 1 1 4 3

VERNON POLICE DEPARTMENT
Department Activity Report
First Date: 11/01/2022
Jurisdiction: VERNON Last Date: 11/30/2022
Department Complaint All Units Primary Unit
12/01/2022 00:12:0Item91 Page3of58Page
3 of 3
Type Description
VPD

ASSISTFD ASSIST FIRE DEPARTMENT

BOSIG BROKEN SIGNAL OR LIGHT

BOVEH BROKEN DOWN VEHICLE

CITCK CITATION CHECK

CIVIL CIVIL MATTER
CODE5 SURVEILLANCE/STAKE-OUT

COP COP DETAIL

DEAD ANIMAL DEAD ANIMAL FOR REMOVAL

DET DETECTIVE INVESTIGATION

DETAIL DETAIL

DPTAST DEPARTMENTAL ASSIST

DUI DRIVING UNDER THE INFLUENCE
FILING OFFICER IS 10-6 REPORT WRITING

FOUND FOUND PROPERTY REPORT

FU FOLLOW UP

GTAR GRAND THEFT AUTO REPORT

HBC HAILED BY A CITIZEN

ID THEFT RPT IDENTITY THEFT REPORT

ILLDPG ILLEGAL DUMPING

KTP KEEP THE PEACE

LOCATE LOCATED VERNON STOLEN VEHICLE / PLATES VIA

LOJACK LOJACK HIT

LPR LICENSE PLATE READER

MISPLOCATE LOCATED MISSING PERSON REPORT
MR60 MISC REPORT

PAPD PUBLIC ASSIST-POLICE

PATCK PATROL CHECK

PEDCK PEDESTRIAN CHECK

PLATE LOST OR STOLEN PLATES REPORT

PRSTRAN PRISONER TRANSPORTED

REC RECOVERED STOLEN VEHICLE IN THE FIELD
RECKLESS DRV RECKLESS DRIVING (23103)

REPO REPOSSESSION

ROADRAGE ROAD RAGE

RR RAIL ROAD PROBLEM

SHOTS HEARD SHOTS HEARD

SRMET SRMET DETAIL

SUICIDAL SUB SUICIDAL SUBJECT

TRAFFIC STOP TRAFFIC STOP

UNATTACHED UNATTACHED TRAILER

VCK VEHICLE CHECK

VEH RELEASE VEHICLE RELEASE

VMCVIO VERNON MUNICIPAL CODE VIOLATION

WARRANT WARRANT ARREST

WELCK WELFARE CHECK
47 21 3
2 41
24 4
4 5 2 5
2 6 5
1 1
56 23 4
4 19
7 7
2 98
96 3
3 12
8 14
10 15
11 3
2 2 1 7
3 2 2 1
1 5 2 3
1 7 2
18 11
238
187 42
23 3
2 7 6
29 17 7
4 2 2 5
2 4 2 6
2 20
18 3
1 303
213 5
4 139
100 6
5 VERNON POLICE

DEPARTMENT
Department Activity Report
First Date: 11/01/2022
Jurisdiction: VERNON Last Date: 11/30/2022
Department Complaint All Units Primary
Unit
12/01/2022 00:12:0Item91
Page3of58Page 4 of 4
9 5 2 2 43 18
Department: 2524 1597

VERNON POLICE DEPARTMENT
Department Activity Report
First Date: 11/01/2022
Jurisdiction: VERNON Last Date: 11/30/2022
Department Complaint All Units Primary Unit
12/01/2022 00:12:0Item91 Page4of58Page
3 of 3
Type Description
Overall: 2524 1598
Item9 Page5of58

VERNON POLICE DEPARTMENT
Police Activity Report
Period Ending: 11/30/22

TRAFFIC COLLISIONS
TOTAL

NON-INJURY
INJURY
Persons Injured
Pedestrian
Fatalities
City Property Damage
Hit & Run (Felony)
Hit & Run (Misdemeanor)
NO.
39 19
20 25
0 0
4 1
7 PROPERTY RECOVERED
VEHICLES: $354,000.00

VEHICLES STORED PROPERTY RECOVERED FOR
Unlicensed Driver/Impounded Vehicle 23 OTHER DEPARTMENTS Unattached Trailer 0 VEHICLES: $125,102.00
Abandoned/Stored Vehicle 18
Traffic Hazard 0

CITATIONS
Citations Iss (Prisoner Release) 21
Citations Iss (Other Violations) 0
Parking 90
Hazardous 82
Non-Hazardous 35 Citations
Iss (Moving) 117 Citations
Iss (Total) 207

CASES CLEARED BY ARREST
AR22-381 CR22-2052 14601.2(A) VC AR22-401 CR22-2215 484(A) PC AR22-382 CR22-2056 20002 VC AR22-402 CR22-2214 484(A) PC AR22-383 CR22-2080 23110(A) VC AR22-404 CR22-2222 11364(A) HS AR22-384 CR22-2082 243(E)(1) PC AR22-405 CR22-2222 11364(A) HS AR22-385 CR22-2085 11364(A) HS AR22-406 CR22-2224 11364(A) HS AR22-387 CR22-2098 594(B)(1) PC AR22-408 CR22-2248 602 PC AR22- 388 CR22-2101 594 PC
AR22-390 CR22-2122 602(O) PC
AR22-392 CR22-2147 459 PC
AR22-394 CR22-2161 10851(A) VC
AR22-398 CR22-2211 10851(A) VC
AR22-399 CR22-2212 14601.2(A) VC

VERNON POLICE DEPARTMENT

REPORT FOR PERSONS ARRESTED
PERIOD ENDING: 11/30/2022

ADULT FELONY ARRESTS AND

DISPOSITIONS MALE FEMALE TOTAL
ARSON

ASSAULT
BURGLARY (& ATTEMPTED) 1

CARRY LOADED FIREARM PERSON/VEH

CORPORAL INJURY ON
SPOUSE/COHABITANT DRIVING UNDER THE INFLUENCE w/ INJURY

EMBEZZLEMENT
GRAND THEFT: AUTO (& ATTEMPTED) 1 1
GRAND THEFT: PROPERTY (& ATTEMPTED)

HIT/RUN

PAROLE HOLD

POSSESSION OF STOLEN PROPERTY
RAPE

RESISTING/OBSTRUCTING

ROBBERY

SEXUAL BATTERY

VANDALISM
WARRANT (VERNON) 2
WARRANT (OUTSIDE AGENCY) 1

WEAPONS
6 1
5 TOTAL FELONY ARRESTS ADULT MISDEMEANOR ARRESTS AND

DISPOSITIONS MALE FEMALE TOTAL
ASSAULT 1

CARRY LOADED FIREARM PERSON/VEH

DISPLAY UNLAWFUL VEH REGISTRATION
DRIVING WITH SUSPENDED LICENSE 1 1

DRUNK IN PUBLIC
DUI 6

FAIL TO SIGN CITATION

MAIL THEFT

MUNICIPAL CODE - DRINKING IN PUBLIC

OPERATE VEHICLE W/O INTERLOCK DEV
PETTY THEFT 2

POSSESSION OF NARCOTICS
POSSESSION OF PARAPHERNALIA 3 1

POSSESSION OF STOLEN PROPERTY

POSSESSION OF SUBT SIMILAR TO TOLUENE

RECKLESS DRIVING

RESISTING/OBSTRUCTING

SPEED CONTEST

THREATS
THROW SUBSTANCE AT VEHICLE 1
TRESPASSING 1 1

UNDETECTABLE FIREARM
VANDALISM 2

VEHICLE TAMPERING

VIOLATE COURT ORDER

WARRANT (OUTSIDE AGENCY)
WARRANT (VERNON) 1 1

WEAPONS
22 4
18 TOTAL MISD. ARRESTS

JUVENILES DETAINED --- FELONY AND MISDEMEANOR

MALE FEMALE TOTAL
BURGLARY 0
CARRY LOADED FIREARM IN PUBLIC 0
ROBBERY 0
VANDALISM 0
WARRANT 0
TOTAL JUVENILES DET. 0 0 0
TOTAL FELONY ARRESTS (ADULT) TO DATE: 134
TOTAL MISDEMEANOR ARRESTS (ADULT) TO DATE: 273
TOTAL JUVENILES DETAINED (FELONY AND MISDEMEANOR) TO DATE: 0 TOTAL ARRESTS AND DETAINED JUVENILES (FELONY AND MISDEMEANOR) TO DATE: 0 Item9 Page6of58

VERNON POLICE DEPARTMENT
Call Log Report Type All Unit Times and Location with OCA's First Date: 11/01/2022
Jurisdiction: VERNON Last Date: 11/01/2022
Call Number Disp Ten Received Caller
Code Complaint Address Unit Time
Dep Officer Unit Dispatch Enroute OnScene Depart Arrive Remove Comp 20221121641
VI 11/01/2022 08:25:10 RPT VCK
VPD

GIFFORD AV // FRUITLAND AV, VERNON
OURIQUE,CARLOS *32
Department OCA Number
VPD CR22-2051
08:25:10
RMS Juris
CA0197300
09:06:50
VPD CEDENO,RUTH 2P8 08:26:25 08:34:15 09:06:49
20221121667
VREC 11/01/2022 12:47:59
DET 11702 SUCCESS, VERNON
VPD MADRIGAL,ALFON *5D33 12:47:59 14:24:57
VPD SWINFORD,PHILL 5D32 12:49:08 14:24:56
VPD MANNINO,NICHOL 5D35 12:49:09 14:24:57
20221121673
CITE 11/01/2022 14:02:30 1015 TRAFFIC STOP
E 50TH // DOWNEY RD, VERNON Department OCA Number
VPD CR22-2052
RMS Juris
CA0197300
RPT
VPD OURIQUE,CARLOS *32 14:02:30 14:31:03
VPD ZOZAYA,OSCAR 44W 14:16:15 14:20:38 14:31:04
20221121676
RPT 11/01/2022 15:03:37 HPPD

DPTAST SLAUSON // PACIFIC, VERNON
VPD
ZOZAYA,OSCAR *44W 15:04:10
Department OCA Number
VPD CR22-2053
VPD CR22-2054
15:11:29
15:04:17
RMS Juris
CA0197300
CA0197300
16:21:40
VPD OURIQUE,CARLOS 32 15:05:05 15:11:33 16:12:49
VPD HERNANDEZ,MIGU 47E 15:04:13 15:04:19 15:11:31 16:21:41 VPD MANNINO,NICHOL 5D35 15:18:32 16:21:41
VPD HERRERA,GUSTAV L2 15:15:50 16:21:41
VPD ESTRADA,IGNACI S2 15:06:29 16:21:42
* Denotes Primary Unit
11/02/2022 00Item9:15:29 Page7of58Page 1
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of 58

VERNON POLICE DEPARTMENT
Call Log Report Type All Unit Times and Location with OCA's First Date: 11/22/2022
11/23/2022 00Item9:14:08 Page40of58Page 2
of 2
Jurisdiction: VERNON Last Date: 11/22/2022
Call Number Disp Ten Received Caller
Code Complaint Address Unit Time
Dep Officer Unit Dispatch Enroute OnScene Depart Arrive Remove Comp 20221123043
RPT 11/22/2022
459VR 09:34:03
VPD

ODYSSEY ADS LOGISTICS
5764 ALCOA AV, VERNON
OURIQUE,CARLOS *32E
Department OCA Number
VPD CR22-2190
09:39:13
09:36:27
RMS Juris
CA0197300
09:59:48
20221123051
VOID 11/22/2022
586 11:37:01
VPD
2938 E 54TH, VERNON
CEDENO,RUTH *2P8
Department OCA Number
VPD CR22-2193
11:37:01
RMS Juris
CA0197300
13:07:46
20221123054
RPT 11/22/2022
PLATE 12:03:39
VPD

PRILLID
2955 LEONIS BL, VERNON
*26E
Department OCA Number
VPD CR22-2191
12:17:26
12:06:25
RMS Juris
CA0197300
12:57:29
20221123058
VI
RPT
11/22/2022
VCK 12:54:24
VPD
5800 S DISTRICT BL, VERNON
OURIQUE,CARLOS *32E
Department OCA Number
VPD CR22-2192
12:54:24
RMS Juris
CA0197300
13:21:52
VPD CEDENO,RUTH 2P8 13:08:06 13:19:29
20221123061
VREC 11/22/2022
REC 13:22:36
VPD

TOP HANDBAG
2231 E 49TH, VERNON
CERDA,PAUL,JR *43W
13:24:57
Department OCA Number
VPD CR22-2194
13:33:20
13:25:29
RMS Juris
CA0197300
13:36:56
VPD CEDENO,RUTH 2p8 13:54:38 14:16:05
VPD OURIQUE,CARLOS 32E 13:47:43 14:31:09
20221123063
RPT 11/22/2022
487R 14:06:19
VPD
5801 S 2ND, VERNON
CERDA,PAUL,JR *43W
14:10:28
Department OCA Number
VPD CR22-2195
14:13:15
14:10:40
RMS Juris
CA0197300
14:33:54

VERNON POLICE DEPARTMENT
Call Log Report Type All Unit Times and Location with OCA's First Date: 11/22/2022
11/23/2022 00Item9:14:08 Page40of58Page 3
of 3
20221123066

VERNON POLICE DEPARTMENT
Call Log Report Type All Unit Times and Location with OCA's First Date: 11/22/2022
11/23/2022 00Item9:14:08 Page41of58Page 2
of 2
Jurisdiction: VERNON Last Date: 11/22/2022
Call Number Disp Ten Received Caller
Code Complaint Address Unit Time
Dep Officer Unit Dispatch Enroute OnScene Depart Arrive Remove Comp 20221123066
VS 11/22/2022
RPT PATCK 15:37:13
VPD
1799 INDUSTRIAL WAY, VERNON
OURIQUE,CARLOS *32E
Department OCA Number
VPD CR22-2196
15:37:13
RMS Juris
CA0197300
17:08:29

VERNON POLICE DEPARTMENT
Call Log Report Type All Unit Times and Location with OCA's First Date: 11/22/2022
11/23/2022 00Item9:14:08 Page41of58Page 3
of 3
* Denotes Primary Unit

VERNON POLICE DEPARTMENT
Call Log Report Type All Unit Times and Location with OCA's First Date: 11/23/2022
11/24/2022 01Item9:14:27 Page42of58Page 2
of 2
Jurisdiction: VERNON Last Date: 11/23/2022
Call Number Disp Ten Received Caller
Code Complaint Address Unit Time
Dep Officer Unit Dispatch Enroute OnScene Depart Arrive Remove Comp 20221123078
VS 11/23/2022
BOVEH 06:19:21
VPD
T-Mobile USA 888-662-4662 opt 4

S ATLANTIC BL // BANDINI BL, VERNON
HERNANDEZ,EDW *44
Department OCA Number
VPD CR22-2197
06:20:29
RMS Juris
CA0197300
06:21:25
VPD NEWTON,TODD 47E 06:21:23 06:22:55 06:58:58
20221123083
RPT 11/23/2022
GTAR 07:35:04
VPD
MDS
4441 S SANTA FE AV, VERNON
LANDA,RAFAEL *44 07:46:10
Department OCA Number
VPD CR22-2198
07:46:22
RMS Juris
CA0197300
07:46:58
VPD CERDA,EUGENIO/ 47W 07:46:56 07:53:44 10:18:27
20221123092
RPT 11/23/2022
476R 11:22:13
VPD
AMPM
3278 E SLAUSON AV, VERNON
LUCAS,JASON *5D31
Department OCA Number
VPD CR22-2199
11:23:14
RMS Juris
CA0197300
11:25:26
20221123098
HPPD
RPT
11/23/2022
PEDCK 14:35:14
VPD
S SANTA FE AV // 57TH, VERNON
ESTRADA,IGNACI *S2
Department OCA Number
VPD CR22-2200
14:35:14
RMS Juris
CA0197300
15:11:22
VPD CERDA,EUGENIO/ 48W 14:35:18 14:35:19 14:40:40 15:11:22 20221123102
RPT 11/23/2022
ASSISTFD 16:14:07
VPD

PABCO PAPER
4460 PACIFIC BL, VERNON
CERDA,EUGENIO/ *48W
Department OCA Number
VPD CR22-2201
16:17:17
16:15:34
RMS Juris
CA0197300
18:49:27
VPD CERDA,PAUL,JR 41E 16:20:09 17:08:07
VPD LANDA,RAFAEL 44 16:15:36 16:19:17 16:33:29
20221123114

VERNON POLICE DEPARTMENT
Call Log Report Type All Unit Times and Location with OCA's First Date: 11/23/2022
11/24/2022 01Item9:14:27 Page42of58Page 3
of 3
VREC
RPT
11/23/2022
REC 23:08:46
VPD
E 37TH // ALAMEDA, VERNON
VASQUEZ,LUIS *43W
Department OCA Number
VPD CR22-2202
23:08:46
RMS Juris
CA0197300
01:14:07

VERNON POLICE DEPARTMENT
Call Log Report Type All Unit Times and Location with OCA's First Date: 11/23/2022
11/24/2022 01Item9:14:27 Page43of58Page 2
of 2
Jurisdiction: VERNON Last Date: 11/23/2022
Call Number Disp Ten Received Caller
Code Complaint Address Unit Time
Dep Officer Unit Dispatch Enroute OnScene Depart Arrive Remove Comp 20221123114
VREC 11/23/2022
RPT REC 23:08:46
VPD
E 37TH // ALAMEDA, VERNON
HERNANDEZ,EDW 44
Department OCA Number
VPD CR22-2202
23:19:33
RMS Juris
CA0197300
23:53:42

VERNON POLICE DEPARTMENT
Call Log Report Type All Unit Times and Location with OCA's First Date: 11/23/2022
11/24/2022 01Item9:14:27 Page43of58Page 3
of 3
* Denotes Primary Unit
 
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VERNON POLICE DEPARTMENT
Call Log Report Type All Unit Times and Location with OCA's First Date: 11/28/2022
11/28/2022 23Item9:49:06 Page51of58Page 3
of 3
Jurisdiction: VERNON Last Date: 11/28/2022
Call Number Disp Ten Received Caller
Code Complaint Address Unit Time
Dep Officer Unit Dispatch Enroute OnScene Depart Arrive Remove Comp 20221123363
1015
VI
11/28/2022
DUI
02:01:43
HPPD

E SLAUSON AV // BOYLE AV, VERNON
Department OCA Number
VPD CR22-2227
RMS Juris
CA0197300
RPT
VPD FLORES,TERESA *32E 02:03:13 02:03:58 02:04:03 05:59:27 VPD CAM,PATRICK 41 02:03:26 02:04:00 02:06:25
VPD ESCARPE,ALAN 44W 02:04:26 02:05:43 04:26:51
VPD ENCINAS,ANTHON S5 02:06:21 04:27:53
20221123364
VS 11/28/2022
917A 02:51:54
VPD

ANONYMOUS
PACIFIC BL // 45TH, VERNON
CAM,PATRICK *41 02:54:14
Department OCA Number
VPD CR22-2228
02:55:02
02:54:15
RMS Juris
CA0197300
04:19:55
20221123380
RPT 11/28/2022
459VR 07:00:23
VPD
CARLOS GAMEZ 2331 E 51ST, VERNON
REDONA,BRYAN *43 07:02:32
Department OCA Number
VPD CR22-2229
07:02:45
RMS Juris
CA0197300
07:07:16
VPD FLORES,TERESA 32W 07:03:17 07:07:04 07:31:47
20221123383
RPT 11/28/2022
459R 07:27:28
VPD
BAILEY 44
4700 S BOYLE AV, VERNON
GONZALEZ,BRITT *43
Department OCA Number
VPD CR22-2230
07:34:44
07:28:54
RMS Juris
CA0197300
08:18:55
VPD OURIQUE,CARLOS 32W 07:33:17 07:39:20 07:58:44
VPD ZOZAYA,OSCAR 47E 07:29:24 07:31:17 08:43:50
20221123387
RPT 11/28/2022
487R 08:13:05
VPD

AMERICAN ELECTRIC COMPONENTS
4901 FRUITLAND AV, VERNON
GONZALEZ,BRITT *43 08:34:52
Department OCA Number
VPD CR22-2234
08:41:58
08:34:54
RMS Juris
CA0197300
10:16:34
20221123389

VERNON POLICE DEPARTMENT
Call Log Report Type All Unit Times and Location with OCA's First Date: 11/28/2022
11/28/2022 23Item9:49:06 Page51of58Page 4
of 4

VERNON POLICE DEPARTMENT
Call Log Report Type All Unit Times and Location with OCA's First Date: 11/28/2022
11/28/2022 23Item9:49:06 Page52of58Page 3
of 3
Jurisdiction: VERNON Last Date: 11/28/2022
Call Number Disp Ten Received Caller
Code Complaint Address Unit Time
Dep Officer Unit Dispatch Enroute OnScene Depart Arrive Remove Comp 20221123389
RPT 11/28/2022
459VR 08:17:19
VPD

YI BAO PRODUCE GROUP
3015 LEONIS BL, VERNON
OURIQUE,CARLOS *32W
Department OCA Number
VPD CR22-2231
08:39:12
08:34:28
RMS Juris
CA0197300
09:09:05
20221123390
RPT 11/28/2022
AGTAR 08:39:21
VPD

BON APPETIT
4820 E 50TH, VERNON
ZOZAYA,OSCAR *47E
Department OCA Number
VPD CR22-2232
08:53:56
08:43:51
RMS Juris
CA0197300
09:15:04
20221123393
VREC 2P8 11/28/2022 08:57:36

PAPER PLUS
RPT REC 4300 MAYWOOD AV, VERNON
VPD CEDENO,RUTH *2P8 09:14:31 09:19:27 12:03:31
20221123394
RPT 11/28/2022
594R 08:58:25
VPD

CLASSIC CONCEPTS
4505 BANDINI BL, VERNON
OURIQUE,CARLOS *32W
Department OCA Number
VPD CR22-2233
09:11:26
RMS Juris
CA0197300
09:14:54
VPD ZOZAYA,OSCAR 47E 09:15:06 09:17:58 09:48:25
20221123398
RPT 11/28/2022
594R 10:26:51
VPD

VERNON CREDIT UNION
2529 S SANTA FE AV, VERNON
OURIQUE,CARLOS *32W
Department OCA Number
VPD CR22-2235
10:30:42
10:27:51
RMS Juris
CA0197300
11:54:21
20221123400
VREC 11/28/2022 10:29:30
RPT REC 148 E 132ND ST, COMPTON
VPD ZOZAYA,OSCAR *47E 10:29:30 10:56:49 13:08:00
20221123403
SUP 11/28/2022 11:39:53
LNY

VERNON POLICE DEPARTMENT
Call Log Report Type All Unit Times and Location with OCA's First Date: 11/28/2022
11/28/2022 23Item9:49:06 Page52of58Page 4
of 4
140 3736 E 26TH, VERNON

VERNON POLICE DEPARTMENT
Call Log Report Type All Unit Times and Location with OCA's First Date: 11/28/2022
11/28/2022 23Item9:49:06 Page53of58Page 3
of 3
Jurisdiction: VERNON Last Date: 11/28/2022
Call Number Disp Ten Received Caller
Code Complaint Address Unit Time
Dep Officer Unit Dispatch Enroute OnScene Depart Arrive Remove Comp 20221123403
11/28/2022
SUP
11:39:53
LNY 140 3736 E 26TH, VERNON
VPD GONZALEZ,BRITT *43 11:42:53 11:52:34 12:01:08
20221123404
11/28/2022
901TR
RPT
12:08:19
VPD
ALLA

E DISTRICT BL // LOMA VISTA AV, VERNON
GONZALEZ,BRITT *43
Department OCA Number
VPD CR22-2236
12:15:52
12:09:22
RMS Juris
CA0197300
13:33:55
VPD CERDA,EUGENIO MET1 12:33:50 12:52:42
20221123415
RPT 11/28/2022
20002R 14:40:15
VPD

LEONIS BL // ALCOA AV, VERNON
OURIQUE,CARLOS *32W
Department OCA Number
VPD CR22-2237
14:53:46
14:40:29
RMS Juris
CA0197300
15:26:39
20221123430
REPO 11/28/2022
RPT REPO 20:57:46
VPD
6131 MALBURG WY, VERNON
RECORDS BUREAU *RECD
Department OCA Number
VPD CR22-2238
21:01:24
RMS Juris
CA0197300
21:44:26

VERNON POLICE DEPARTMENT
Call Log Report Type All Unit Times and Location with OCA's First Date: 11/28/2022
11/28/2022 23Item9:49:06 Page53of58Page 4
of 4
* Denotes Primary Unit

VERNON POLICE DEPARTMENT
Call Log Report Type All Unit Times and Location with OCA's First Date: 11/29/2022
11/30/2022 00Item9:22:49 Page54of58Page 2
of 2
Jurisdiction: VERNON Last Date: 11/29/2022
Call Number Disp Ten Received Caller
Code Complaint Address Unit Time
Dep Officer Unit Dispatch Enroute OnScene Depart Arrive Remove Comp 20221123462
VI
RPT
11/29/2022 09:16:46 UNATTACHEDTR
VPD
6131 MALBURG WY, VERNON
CEDENO,RUTH *2P8
Department OCA Number
VPD CR22-2239
09:16:46
RMS Juris
CA0197300
10:28:47
20221123467
RPT 11/29/2022 10:08:19 FARHAN ENTERPRISE
ID THEFT RPT 2916 S SANTA FE AV, VERNON
VPD
GONZALEZ,BRITT *43W
Department OCA Number
VPD CR22-2240
10:32:49
10:11:13
RMS Juris
CA0197300
11:14:10
VPD CERDA,PAUL,JR 41W 10:48:41 11:14:10
20221123468
VREC 11/29/2022 10:11:41
REC 6105 MAYWOOD AVE, VERNON
VPD MADRIGAL,ALFON *5D33 10:11:42 13:14:40
VPD MARTINEZ,GABRI 5D30 10:11:47 13:14:40
20221123485
RPT 11/29/2022 12:37:57 PENSKE TRUCK LEASING
459VR 2727 S SANTA FE AV, VERNON
VPD
CERDA,PAUL,JR *41W
Department OCA Number
VPD CR22-2241
12:40:19
RMS Juris
CA0197300
12:40:42
VPD CERDA,EUGENIO/ 48 12:40:38 12:46:03 13:26:43
20221123496
RPT
CITE
11/29/2022 14:32:15 901TR
VPD
2222 E 38TH, VERNON

CERDA,EUGENIO/
*48
Department OCA Number
VPD CR22-2242
14:33:29
RMS Juris
CA0197300
14:34:02
VPD CERDA,PAUL,JR 41W 14:34:00 14:50:26 15:41:25
VPD GONZALEZ,BRITT 43W 15:04:02 15:39:35
20221123507
RPT
VI
11/29/2022 21:15:39 TRAFFIC STOP
SEVILLE AV // LEONIS BL, VERNON Department OCA Number
VPD CR22-2243
RMS Juris
CA0197300

VERNON POLICE DEPARTMENT
Call Log Report Type All Unit Times and Location with OCA's First Date: 11/29/2022
11/30/2022 00Item9:22:49 Page54of58Page 3
of 3
CITE

VERNON POLICE DEPARTMENT
Call Log Report Type All Unit Times and Location with OCA's First Date: 11/29/2022
11/30/2022 00Item9:22:49 Page55of58Page 2
of 2
Jurisdiction: VERNON Last Date: 11/29/2022
Call Number Disp Ten Received Caller
Code Complaint Address Unit Time
Dep Officer Unit Dispatch Enroute OnScene Depart Arrive Remove Comp 20221123507
RPT 11/29/2022 21:15:39 VI TRAFFIC STOP
SEVILLE AV // LEONIS BL, VERNON Department OCA Number
VPD CR22-2243
RMS Juris
CA0197300
CITE
VPD FLORES,TERESA *41W 21:15:39 21:49:27
VPD NEWTON,TODD 44E 21:15:42 21:15:42 21:15:44 21:49:26

VERNON POLICE DEPARTMENT
Call Log Report Type All Unit Times and Location with OCA's First Date: 11/29/2022
11/30/2022 00Item9:22:49 Page55of58Page 3
of 3
* Denotes Primary Unit

VERNON POLICE DEPARTMENT
Call Log Report Type All Unit Times and Location with OCA's First Date: 11/30/2022
12/01/2022 00Item9:08:43 Page56of58Page 4
of 4
Jurisdiction: VERNON Last Date: 11/30/2022
Call Number Disp Ten Received Caller
Code Complaint Address Unit Time
Dep Officer Unit Dispatch Enroute OnScene Depart Arrive Remove Comp 20221123525
RPT 11/30/2022
459R 06:00:44
VPD

SO CAL GARMENT
4700 S BOYLE AV, VERNON S/A C
HERNANDEZ,EDW *48 06:05:46
Department OCA Number
VPD CR22-2244
06:09:02
06:06:16
RMS Juris
CA0197300
06:43:46
VPD NEWTON,TODD 44E 06:07:30 06:12:15 06:43:41
20221123529
RPT
OR
11/30/2022
901T 06:42:45
VPD

LA COUNTY FIRE

S DISTRICT BL // ATLANTIC BL, VERNON
NEWTON,TODD *44E
Department OCA Number
VPD CR22-2245
06:49:21
06:43:41
RMS Juris
CA0197300
07:08:50
VPD CERDA,PAUL,JR 41E 07:13:32 07:13:38 07:40:36
VPD FLORES,TERESA 41W 06:44:22 06:49:26 07:07:07
VPD CERDA,EUGENIO/ 48E 06:49:07 07:00:06 07:40:36
20221123562
RPT
1015
11/30/2022
602 09:46:56
VPD
3560 E VERNON AV, VERNON
ZOZAYA,OSCAR *44W
09:47:07
Department OCA Number
VPD CR22-2248
09:50:22
09:47:35
RMS Juris
CA0197300
09:50:35
VPD CERDA,PAUL,JR 41E 09:50:27 10:48:38
VPD CERDA,EUGENIO/ 43E 09:47:32 09:47:33 09:50:32 12:01:12 20221123563
REPO 11/30/2022
REPO 09:53:14
VPD
UNK
2720 E 26TH, VERNON
RECORDS BUREAU *RECD
Department OCA Number
VPD CR22-2246
09:59:10
RMS Juris
CA0197300
10:38:20
20221123564
RPT 11/30/2022
901T 10:13:39
VPD
T-Mobile USA 888-662-4662 opt 4
E 25TH // SANTA FE AVE, VERNON
LANDA,RAFAEL *48W
Department OCA Number
VPD CR22-2247
10:14:42
10:14:38
RMS Juris
CA0197300
10:56:30
VPD ZOZAYA,OSCAR 44W 10:16:37 10:56:30
20221123581

VERNON POLICE DEPARTMENT
Call Log Report Type All Unit Times and Location with OCA's First Date: 11/30/2022
12/01/2022 00Item9:08:43 Page56of58Page 5
of 5

VERNON POLICE DEPARTMENT
Call Log Report Type All Unit Times and Location with OCA's First Date: 11/30/2022
12/01/2022 00Item9:08:43 Page57of58Page 3
of 3
Jurisdiction: VERNON Last Date: 11/30/2022
Call Number Disp Ten Received Caller
Code Complaint Address Unit Time
Dep Officer Unit Dispatch Enroute OnScene Depart Arrive Remove Comp 20221123581
RPT 11/30/2022
WELCK 12:22:27
VPD
AT&T MOBILITY 800 635 6840 4 3737 S

SOTO, VERNON
LANDA,RAFAEL *48W 12:23:38
Department OCA Number
VPD CR22-2249
12:28:20
12:24:41
RMS Juris
CA0197300
12:49:51
VPD CERDA,PAUL,JR 41E 12:29:04 12:49:50
VPD CERDA,EUGENIO/ 43E 12:23:40 12:24:40 12:29:07
20221123587
SUP 11/30/2022 13:09:36
AMERICAN ELECTRICAL COMPONENTS 140 4901 FRUITLAND AV, VERNON VPD CERDA,PAUL,JR *41E 13:10:30 13:20:31 13:31:48
20221123588
VOID 11/30/2022
902T 13:32:56
VPD
T-Mobile USA 888-662-4662 opt 4
3737 S SOTO, VER
LANDA,RAFAEL *48W
Department OCA Number
VPD CR22-2250
13:46:49
13:34:55
RMS Juris
CA0197300
14:44:38
20221123592
VOID 11/30/2022 15:04:23
911A 3737 S SOTO, VERNON
VPD LANDA,RAFAEL *48W 15:04:33 15:11:26
20221123594
RPT 11/30/2022
487R 15:34:01
VPD
HP DEPOT TRUCK REPAIR 3650

FRUITLAND AV, VERNON
CERDA,PAUL,JR *41E
Department OCA Number
VPD CR22-2251
15:37:13
RMS Juris
CA0197300
15:37:35
VPD CERDA,EUGENIO/ 43E 15:37:30 15:48:02 16:22:57
20221123595
RPT 11/30/2022
487R 16:15:17
VPD

STERIGENICS
4900 GIFFORD AV, VERNON
CERDA,PAUL,JR *41E
Department OCA Number
VPD CR22-2252
16:17:02
RMS Juris
CA0197300
16:23:03
VPD CERDA,EUGENIO/ 43E 16:23:00 16:23:48 16:55:43

VERNON POLICE DEPARTMENT
Call Log Report Type All Unit Times and Location with OCA's First Date: 11/30/2022
12/01/2022 00Item9:08:43 Page57of58Page 4
of 4
20221123596

VERNON POLICE DEPARTMENT
Call Log Report Type All Unit Times and Location with OCA's First Date: 11/30/2022
12/01/2022 00Item9:08:43 Page58of58Page 3
of 3
Jurisdiction: VERNON Last Date: 11/30/2022
Call Number Disp Ten Received Caller
Code Complaint Address Unit Time
Dep Officer Unit Dispatch Enroute OnScene Depart Arrive Remove Comp 20221123596
11/30/2022
594R
RPT
16:44:15
VPD

SHINE IMPORTS
2455 E 27TH, VERNON
LANDA,RAFAEL *48W
Department OCA Number
VPD CR22-2253
16:56:50
16:47:04
RMS Juris
CA0197300
17:40:55
20221123604
11/30/2022
20002R
RPT OR
22:41:03
VPD

RICARDO

E SLAUSON AV // ALCOA AV, VERNON
HERNANDEZ,MIGU *41E 22:41:23
Department OCA Number
VPD CR22-2254
23:19:25
22:41:24
RMS Juris
CA0197300
23:56:33

VERNON POLICE DEPARTMENT
Call Log Report Type All Unit Times and Location with OCA's First Date: 11/30/2022
12/01/2022 00Item9:08:43 Page58of58Page 4
of 4
* Denotes Primary Unit
City Council Agenda Report
Meeting Date: January 17, 2023
From: Daniel S. Wall, P.E., Director of Public Works
Department: Public Works
Submitted by: Daniel S. Wall, P.E., Director of Public Works Subject
Quarterly City Housing Report
Recommendation
Receive and file the December 2022 Quarterly City Housing Report.

Background
Staff presented this Quarterly City Housing Report, for the period from September 2022 through November 2022, to the Vernon Housing Commission at the December 14, 2022 meeting. The report highlights rent, occupancy, inspections, and repairs.

Fiscal Impact
There is no fiscal impact associated with this report.

Attachments

1. December 2022 Quarterly Housing Report
Item10 Page1of9
Item10 Page2of9
Vernon Housing
Commission
Quarterly Report
December 14, 2022
Daniel Wall - Director of Public Works
Item10 Page3of9 2
Overview
Public Works effectively manages City-owned
housing and strives to provide outstanding service
to its tenants.

1. Rent Register

2. Occupancy

3. Summary of Calls Received

4. Operations

5. Westside Project Update

6. Closing
Item10 Page4of9
Rent Register
● Outstanding balance as of 12/08/2022, is $14,166.66
○ Total includes amount due for property damage and/or
back owed rent.

Except for rent outstanding for the month of
○
December, tenants are already on payment plans for
property damage and/or back owed rent.

Item10 Page4of9
3 Item10 Page5of9
Occupancy
Block Properties Occupied Unoccupied
Furlong 10 10 No Vacancies
50th 8 6
3384 50th*
3390 50th**
Fruitland 6 5 3357 Fruitland*
Vernon 2 1 3560 Vernon***
*Lottery 12/14/22
Item10 Page5of9
**Tenant transfer. Projected lottery in late January 2023 (Special VHC Meeting to be scheduled). ***Significant work required following eviction. Lottery projected for March 2023 VHC Meeting.

Item10 Page6of9
Summary of Calls Received
Types of Calls
Month Calls
Received
Repairs Questions Housing
Inquiries Other
Avg. Days
To
Complete
September 10 10 < 1 day
October 5 5 < 1 day
November 6 6 < 1 day
Totals 21 21 < 1 day
Item10 Page6of9
5 Item10 Page7of9 9
Operations
● All service request addressed
● DTSE Lead Abatement Vernon Units
● Opportunity to improve Vernon units
landscaping/privacy
● Fall 2022 safety inspections
Westside Update - Evolution Process
12/1/22
#3 Guide 3rd Party
Residential Development
(Already Underway)
2808 S Santa Fe 5592-5600 S Santa Fe
2023
+ 5 years + 10 years + 15 years
#2 Seek Near-term
Approval of Zoning #4 Utilize Vision as a action guide, inspiration and implementation guardrails.
#1 Separate
Zoning zoning from the Truck Route Walkable Catalytic Greenways Placemaking Santa Fe Ave Sites
Z o n i n g vision
C h a n gItem10 e s V i s i o n
Page8of9
Item10 Page9of9 12
In Closing...

Public Works:

1. Follows established VHC Policies and Procedures in
management practices including filling vacancies via lottery

2. Actively inspects and maintains City-owned residential properties in accordance with best practices for landlords

3. Manages housing costs in a fiscally responsible manner within the budget approved by the City Council

4. Stays abreast of current issues impacting City-owned properties and tenants.

5. Engages tenants through proactive and legally compliant communications to inform of actions and invite feedback

6. Plans for the future of housing in Vernon.

Item11 Page1of20
City Council Agenda Report
Meeting Date: January 17, 2023
From: Carlos Fandino, City Administrator
Department: City Administration
Submitted by: Brittany Rodriguez, Senior Administrative Assistant Subject
Authorization to Order Agreements with A T and T Mobility (AT&T) for State of California CALNET NextGen
Recommendation
Approve and authorize the City Administrator to execute the Authorization to Order Agreements with AT&T for various telecommunications and network services, in substantially the same form as submitted, for a total amount not-to-exceed $294,000 for a three-year term.

Background
Since 2015, the City has obtained telecommunications and network services for City facilities from AT&T through the CALNET 3 Contract that provided competitive rates as secured by the State contract with AT&T. AT&T has informed the City’s Information Technology Division that it will no longer provide services under the old CALNET 3 Contract as they are transitioning to their CALNET NextGen service. CALNET NextGen is a competitively bid contract that provides a comprehensive array of telecommunications and network services to public entities throughout the State. Under the State’s contract, any public agency is allowed to order services and products as set forth in the contract by completing and submitting an Authorization to Order (ATO) Under State Contract prior to ordering services. In accordance with Section 3.32.110(A)(5)(b) of the Vernon Municipal Code (VMC), the proposed Authorization to Order Agreements with AT&T for the State of California CALNET NextGen (ATO Agreement) is exempt from competitive bidding, as services would be purchased from AT&T at the same price, terms and conditions as in a previous award from another public agency by competitive bid.

The Information Technology Division recommends completing and submitting the attached ATO Agreements. Signing the ATOs will allow the City to pay competitive rates available under the State’s CALNET NextGen Contract. If the City chooses not to order these services under the CALNET NextGen Contract, the City will pay significantly higher service rates. Signing the ATO Agreements will not affect any existing services since no upgrades or equipment changes will be required. Pursuant to VMC Section 3.32.030(A), Council approval is required, as the total value over the lifetime of the ATO Agreements exceeds $100,000.

The attached ATO Agreements have been reviewed and approved as to form by the City Attorney’s Office.

Fiscal Impact
The fiscal impact is estimated at $294,000. Sufficient funds are available in General Fund, Information Technology Division, Utilities Account No. 011-010-110-526010 in Fiscal Year 2022- 2023 and will be budgeted in subsequent Fiscal Years.

Attachments

1. CALNET AT&T ATO Agreements
Item11 Page2of20

AUTHORIZATION TO ORDER (ATO)
Cellular – Category 19.1
AT and T Mobility and the California Department of Technology (CDT) have entered into a four-year statewide contract for CALNET Cellular Voice and Data Services, C4CVD18, Category 19. The CDT may, at its sole option elect to extend the Contract Term for up to the number of years as indicated in the Contract.

Category/Subcategory: 19.1, CALNET Cellular
Business Services
• Contract award: 05/23/2019
• Contract end: 06/30/2023
• Number of optional extensions and extension duration(s): 2 extensions, 2 years per extension
Pursuant to the Contract C4-CVD-19-001-04, which is incorporated herein by reference, any eligible non-state public entity (herein "Non-State Entity"), as authorized in Government Code section 11541 is allowed to order services and products (collectively "Services") solely as set forth in the Contract.

To establish CALNET eligibility, the Non-State Entity shall be required to have a Non-State Entity Service Policy and Agreement (NESPA) on file with the CDT CALNET Program, prior to submitting this Authorization to Order (ATO).

Once the Non-State Entity and the Contractor approve and sign the ATO, the Contractor shall deliver this ATO to the CALNET Program for review and approval.

No Service(s) shall be ordered by the Non-State Entity or provided by the Contractor until both parties and the CALNET Program execute this ATO.

By executing this ATO, the
[Non-State Entity] may subscribe to the Service(s), and the Contractor agrees to provide the Service(s), in accordance with the terms and conditions of this ATO and the Contract. Service catalogs, rates and Contract terms are available at the CALNET Program website.

The ATO, and any resulting order for Service(s), is a contract between the NonState Entity and the Contractor. As such, the CDT will not facilitate, intervene, advocate or escalate any disputes between the Non-State Entity and the Contractor or represent the Non-State Entity in resolution of litigated disputes between the parties.

Item11 Page3of20
The ATO shall not exceed the term of the Contract and shall remain in effect for the duration of the contract unless:
• The CDT, at its discretion, revokes the approved ATO; or • The Non-State Entity terminates the ATO, for specific Service(s) in part or in total, prior to termination of the Contract, by providing the Contractor with a 30 calendar days’ prior written notice of cancellation.

The Non-State Entity, upon execution of the ATO, certifies that:
• The Non-State Entity understands that the Contractor and the CDT may, from time to time and without the Non-State Entity’s consent, amend the terms and conditions of the Contract thereby affecting the terms of the service the Non-State Entity receives from the Contractor. • The Non-State Entity has reviewed the terms and conditions, including the rates and charges, of the Contract.
• The Non-State Entity understands and agrees that the Contractor invoices for Service(s) subscribed to under the Contract are subject to review and/or audit by the CDT, pursuant to provisions of the Contract. • All Service(s) ordered under the ATO will be submitted to the Contractor using an authorized purchasing document, signed by the Non-State Entity’s authorized signatory. Any additions, changes to, or deletions of Service(s) shall be accomplished by submission of a purchasing document to the Contractor, noting the changes.
• The Non-State Entity understands and agrees that the Contractor shall provide the CALNET Program all data, invoices, reports and access to trouble tickets for Service(s) subscribed to under the Contract, pursuant to provisions of the Contract. Upon execution of the ATO, the Non-State Entity authorizes the CALNET Contractor to release the Non-State Entity’s Customer Proprietary Network Information (CPNI) to the CALNET Program for purposes of administering the Contract.
• The Non-State Entity understands that, the Contractor shall bill the NonState Entity; and the Non-State Entity shall pay the Contractor according to the terms and conditions, and rates set forth in the Contract for such Service(s).

E-Rate Customers Only – Complete if applying
for E-Rate funding:
(Enter Non-State
Entity name) intends to seek Universal Service Funding (E-Rate) for eligible Service(s) provided under the ATO. The Service(s) ordered under the ATO shall commence MM/DD/YYYY
(“Service Date”). Upon the Service Date, the ATO supersedes and replaces any applicable servicing arrangements between the Contractor and the Non- State Agency for the Service(s) ordered under the ATO.

Contact Information
Any notice or demand given under this Contract to the Contractor or the Non-State Entity shall be in writing and addressed to the following:

Non-State Entity
Non-State Entity Name:

Authorized Agent Name:

Title of Authorized Agent:

Attention:

Address: Contact Number:

City, State, Zip Code: Email:

Contractor
A T and T Mobility
Authorized Agent:

Ken Todd
Attention: Contract Program Manager
2700 Watt Avenue, Room 1213
Sacramento, CA 95820
Contact Number:
916-768-5000 Email:

[email protected]
IN WITNESS WHEREOF, to the parties below hereto have caused the execution of this ATO. The effective date of this ATO, between the Non- State ItemEntity, 11 the Contractor and CDT/CALNET shall be pursuant to the Page4of20 CDT/CALNET “DATE EXECUTED” shown below.

Item11 Page5of20
Non-State Entity
Authorized Agent Name
Title of Authorized Agent
Signature Date Signed
_________________________________________
Contractor
Authorized Agent Name
Title of Authorized Agent
Signature Date Signed
_________________________________________
Approved By: State of California, Department of
Technology
Authorized Agent Name
CALNET Program
Title of Authorized Agent
Analyst
Signature Date Executed
_________________________________________
Item11 Page6of20
CALNET

AUTHORIZATION TO ORDER
(ATO)
AT&T Corp. and the California Department of Technology (CDT) have entered into a five-year statewide contract for CALNET IFB C4DNCS19, Data Networks and Communications Services, Categories 20, 21, 22, 23, 24, 25, 27, 28, 29 and

30. The CDT may, at its sole option elect to extend the Contract Term for up to the number of years as indicated in the Contract.

Category: 20, MPLS Data Network Services
• Contract award: 04/15/2020
• Contract end: 06/30/2025
• Number of optional extensions and extension duration(s): 3 extensions, 1 year per extension
Category: 21, Standalone VoIP Services
• Contract award: 04/15/2020
• Contract end: 06/30/2025
• Number of optional extensions and extension duration(s): 3 extensions, 1 year per extension
Category: 22, Cloud Hosted VoIP Services
• Contract award: 04/15/2020
• Contract end: 06/30/2025
• Number of optional extensions and extension duration(s): 3 extensions, 1 year per extension
Category: 23, Metropolitan Area Network (MAN)
Ethernet Services and Features
• Contract award: 04/15/2020
• Contract end: 06/30/2025
• Number of optional extensions and extension duration(s): 3 extensions, 1 year per extension
Category: 24, Flat Rate Internet Services
• Contract award: 04/15/2020
• Contract end: 06/30/2025
Item11 Page6of20
• Number of optional extensions and extension duration(s): 3 extensions, 1 year per extension
Item11 Page7of20
Category: 25, Sustained Bandwidth Internet
Services and Features
• Contract award: 04/15/2020
• Contract end: 06/30/2025
• Number of optional extensions and extension duration(s): 3 extensions, 1 year per extension
Category: 27, Standard Contact Center Services
• Contract award: 04/15/2020
• Contract end: 06/30/2025
• Number of optional extensions and extension duration(s): 3 extensions, 1 year per extension
Category: 28, Custom Contact Center Services
• Contract award: 04/15/2020
• Contract end: 06/30/2025
• Number of optional extensions and extension duration(s): 3 extensions, 1 year per extension
Category: 29, Converged VoIP Services
• Contract award: 04/15/2020
• Contract end: 06/30/2025
• Number of optional extensions and extension duration(s): 3 extensions, 1 year per extension
Category: 30, Broadband with Internet Services
• Contract award: 04/15/2020
• Contract end: 06/30/2025
• Number of optional extensions and extension duration(s): 3 extensions, 1 year per extension
Pursuant to the Contract C4-DNCS-19-001-40, which is incorporated herein by reference, any eligible non-state public entity (herein "Non-State Entity"), as authorized in Government Code section 11541 is allowed to order services and products (collectively "Services") solely as set forth in the Contract.

To establish CALNET eligibility, the Non-State Entity shall be required to have a Non-State Entity Service Policy and Agreement (NESPA) on file with the CDT CALNET Program, prior to submitting this Authorization to Order (ATO).

Item11 Page8of20
Once the Non-State Entity and the Contractor approve and sign the ATO, the Contractor shall deliver this ATO to the CALNET Program for review and approval.

No Service(s) shall be ordered by the Non-State Entity or provided by the Contractor until both parties and the CALNET Program execute this ATO.

By executing this ATO, the
[Non-State Entity] may subscribe to the Service(s), and the Contractor agrees to provide the Service(s), in accordance with the terms and conditions of this ATO and the Contract. Service catalogs, rates and Contract terms are available at the CALNET Program website.

The ATO, and any resulting order for Service(s), is a contract between the NonState Entity and the Contractor. As such, the CDT will not facilitate, intervene, advocate or escalate any disputes between the Non-State Entity and the Contractor or represent the Non-State Entity in resolution of litigated disputes between the parties.

The ATO shall not exceed the term of the Contract and shall remain in effect for the duration of the contract unless:
• The CDT, at its discretion, revokes the approved ATO; or • The Non-State Entity terminates the ATO, for specific Service(s) in part or in total, prior to termination of the Contract, by providing the Contractor with a 30 calendar days’ prior written notice of cancellation.

The Non-State Entity, upon execution of the ATO, certifies that:
• The Non-State Entity understands that the Contractor and the CDT may, from time to time and without the Non-State Entity’s consent, amend the terms and conditions of the Contract thereby affecting the terms of the service the Non-State Entity receives from the Contractor. • The Non-State Entity has reviewed the terms and conditions, including the rates and charges, of the Contract.
• The Non-State Entity understands and agrees that the Contractor invoices for Service(s) subscribed to under the Contract are subject to review and/or audit by the CDT, pursuant to provisions of the Contract. • All Service(s) ordered under the ATO will be submitted to the Contractor using an authorized purchasing document, signed by the Non-State Entity’s authorized signatory. Any additions, changes to, or deletions of Service(s) shall be accomplished by submission of a purchasing document to the Contractor, noting the changes.

Item11 Page9of20
• The Non-State Entity understands and agrees that the Contractor shall provide the CALNET Program all data, invoices, reports and access to trouble tickets for Service(s) subscribed to under the Contract, pursuant to provisions of the Contract. Upon execution of the ATO, the Non-State Entity authorizes the CALNET Contractor to release the Non-State Entity’s Customer Proprietary Network Information (CPNI) to the CALNET Program for purposes of administering the Contract.
• The Non-State Entity understands that, the Contractor shall bill the NonState Entity; and the Non-State Entity shall pay the Contractor according to the terms and conditions, and rates set forth in the Contract for such Service(s).

E-Rate Customers Only – Complete if applying
for E-Rate funding:
(Enter Non-State Entity name)
intends to seek Universal Service Funding (E-Rate) for eligible Service(s) provided under the ATO. The Service(s) ordered under the ATO shall commence MM/DD/YYYY (“Service Date”). Upon the Service Date, the ATO supersedes and replaces any applicable servicing arrangements between the Contractor and the Non- State Agency for the Service(s) ordered under the ATO.

Contact Information
Any notice or demand given under this Contract to the Contractor or the NonState Entity shall be in writing and addressed to the following:

Non-State Entity
Non-State Entity Name
Authorized Agent
Title of Authorized Agent
Address Contact Number
City, State, Zip Code Email
Contractor
AT&T Corporation
Authorized Agent : Keith Nagel Contact Number:
916-384-6175 Attention: Program Management Office
Email:

Address: 2700 Watt Avenue [email protected]
Room 1213
Sacramento, CA 95821
IN WITNESS WHEREOF, the parties below hereto have caused the execution of this ATO. The effective date of this ATO, between the Non-State Entity, the Contractor and CDT/CALNET shall be pursuant to the CDT/CALNET “DATE EXECUTED” shown below.

Non-State Entity
Authorized Agent Name
Title of Authorized Agent
Signature Date Signed
_________________________________________ Contractor
Authorized Agent Name
Title of Authorized Agent
Signature Date Signed
_________________________________________
Approved By: State of California, Department of
Technology
Authorized Agent Name
CALNET Program
Title of Authorized Agent
Contractor
Analyst
Signature Date Executed
_________________________________________Item11
Page10of20
Item11 Page11of20
CALNET

AUTHORIZATION TO ORDER (ATO)
AT&T Corp and the California Department of Technology (CDT) have entered into a multi-year statewide contract for CALNET Legacy Telecommunications Voice and Data Services, C4A1LEG18, Categories 15, 16, 17, and 18. The CDT may, at its sole option elect to extend the Contract Term for up to the number of years as indicated in the Contract.

Category 15, Dedicated Transport:
· Contract award: 01/03/2019
· Contract end: 01/02/2026
· Number of optional extensions and extension duration(s): 3 extensions, 1 year per extension
Category 15.2.2, Carrier DSO Service:
· Contract award: 01/03/2019
· Contract end: 01/02/2022
· Number of optional extensions and extension duration(s): 2 extensions, 1 year per extension
Category 16, Long Distance Calling:
· Contract award: 01/03/2019
· Contract end: 01/02/2024
· Number of optional extensions and extension duration(s): 5 extensions, 1 year per extension
Category 17, Toll Free Voice Calling:
· Contract award: 01/03/2019
· Contract end: 01/02/2024
· Number of optional extensions and extension duration(s): 5 extensions, 1 year per extension
Category 18, Legacy Telecommunications:
· Contract award: 01/03/2019
· Contract end: 01/02/2026
· Number of optional extensions and extension duration(s): 3 extensions, 1 year per extension
Category 18.3.1.1, Analog Service:
· Contract award: 01/03/2019
· Contract end: 01/02/2022
Item11 Page11of20
· Number of optional extensions and extension duration(s): 2 extensions, 1 year per extension
Item11 Page12of20
Pursuant to the Contract C4-LEG-12-10-TS-01, which is incorporated herein by reference, any eligible on-state public entity (herein "Non-State Entity"), as authorized in Government Code section 11541 is allowed to order services and products (collectively "Services") solely as set forth in the Contract.

To establish CALNET eligibility, the Non-State Entity will be required to have a Non-State Entity Service Policy and Agreement (NESPA) on file with the CDT CALNET Program, prior to submitting the Authorization to Order (ATO).

Once the Non-State Entity and the Contractor approve and sign the ATO, the Contractor shall deliver the ATO to the CALNET Program for review and approval.

No Service(s) shall be ordered by the Non-State Entity or provided by the Contractor until both parties and the CALNET Program execute the ATO.

By executing the ATO, the [NonState Entity] may subscribe to the Service(s), and the Contractor agrees to provide the Service(s), in accordance with the terms and conditions of the ATO and the Contract. Service catalogs, rates and Contract terms are available at the CALNET Program website.

The ATO, and any resulting order for Service(s), is a contract between the NonState Entity and the Contractor. As such, the CDT will not facilitate, intervene, advocate or escalate any disputes between the Non-State Entity and the Contractor or represent the Non-State Entity in resolution of litigated disputes between the parties.

The ATO shall not exceed the term of the Contract and shall remain in effect for the duration of the contract unless:
· The CDT, at its discretion, revokes the approved ATO; or · The Non-State Entity terminates the ATO, for specific Services(s) in part or in total, prior to termination of the Contract, by providing the Contractor with a 30 calendar days’ prior written notice of cancellation.

The Non-State Entity, upon execution of the ATO, certifies that:
· The Non-State Entity understands that the Contractor and the CDT may, from time to time and without the Non-State Entity’s consent, amend the terms and conditions of the Contract thereby affecting the terms of service the Non-State Entity receives from the Contractor. · The Non-State Entity has reviewed the terms and conditions, including the rates and charges, of the Contract.

Item11 Page12of20
· The Non-State Entity understands and agrees that the Contractor invoices for Service(s) subscribed to under the Contract are subject to review and/or audit by the CDT, pursuant to provisions of the Contract.

Item11 Page13of20
· All Service(s) ordered under the ATO will be submitted to the Contractor using an authorized purchasing document, signed by the Non-State Entity’s authorized signatory. Any additions, changes to, or deletions of Service(s) shall be accomplished by submission of a purchasing document to the Contractor, noting the changes.
· The Non-State Entity understands and agrees that the Contractor shall provide the CALNET Program all data, invoices, reports and access to trouble tickets for Service(s) subscribed to under the Contract, pursuant to provisions of the Contract. Upon execution of the ATO, the Non-State Entity authorizes the CALNET Contractor to release the Non-State Entity’s Customer Proprietary Network Information (CPNI) to the CALNET Program for purposes of administering the Contract.
· The Non-State Entity understands that, the Contractor shall bill the NonState Entity, and the Non-State Entity shall pay the Contractor according to the terms and conditions, and rates set forth in the Contract for such Service(s).

E-Rate Customers Only – Complete if applying
for E-Rate funding:
[Enter Non-State Entity name]
intends to seek Universal Service Funding (E-Rate) for eligible Service(s) provided under the ATO. The Service(s) ordered under the ATO shall commence [MM/DD/YYYY] (“Service Date”). Upon the Service Date, the ATO supersedes and replaces any applicable servicing arrangements between the Contractor and the Non- State Agency for the Service(s) ordered under the ATO.

Contact Information
Any notice or demand given under this Contract to the Contractor or the NonState Entity shall be in writing and addressed to the following:

Non-State Entity
Non-State Entity Name Address
Authorized Agent City, State, Zip Code
Title of Authorized Agent Contact Number
Item11 Page13of20
Email
Contractor
Item11 Page14of20
AT&T Corporation
Authorized Agent : Keith Nagel Contact Number:

Attention: Program Management Office 916-384-6175
Email:

Address: 2700 Watt Avenue [email protected] Room 1213
Sacramento, CA 95821
IN WITNESS WHEREOF, the parties below hereto have caused the execution of this ATO. The effective date of this ATO, between the Non-State Entity, the Contractor and CDT/CALNET shall be pursuant to the CDT/CALNET “DATE EXECUTED” shown below.

Non-State Entity
Authorized Agent Name
Title of Authorized Agent
Signature Date Signed
_________________________________________ Contractor
Authorized Agent Name
Title of Authorized Agent
Signature Date Signed
__________________________________________
Approved By: State of California Department of
Technology
Authorized Agent Name
CALNET Program
Title of Authorized Agent
Analyst
Signature Date Executed
_________________________________________
Item11 Page 5 of 5 Page15of20

AUTHORIZATION TO ORDER (ATO)
FIRSTNET – BROADBAND FOR PUBLIC
SAFETY
AT&T and the California Department of Technology (CDT) have entered into a five year statewide contract for FirstNet – Broadband for Public Safety Contract C3A2FN9-18, Category 9.1. The CDT may, at its sole option elect to extend the Contract Term for up to the number of years as indicated in the Contract.

Category 9.1 – FirstNet – Broadband for Public
Safety
• Contract award: 10/22/2018
• Contract end: 10/21/2023
• Number of optional extensions and extension duration(s): 2 extensions, 1 year per extension
Pursuant to Contract Number C3A2FN9-18, which is incorporated herein by reference, any 100% tax supported non-state Public Safety Entity (herein “NonState PSE”), as recognized by the First Responder Network Authority (FirstNet Authority), approved by California Governor’s Office of Emergency Services (Cal OES) and authenticated by AT&T as an authorized Non-State PSE, may order services and products (collectively "Services") solely as set forth in the Contract.

All Non-State PSE’s who are 100% tax supported must complete a Non-State Entity Service Policy and Agreement (NESPA) prior to completing and submitting this FirstNet Authorization to Order (ATO). The California Department of Technology, California Network and Telecommunications (CALNET) Program must approve both documents prior to Non-State PSEs ordering Services. Non- State PSEs who are not 100% tax supported and do not qualify under the NESPA must obtain approval from Cal OES.

In the event of an emergency, as defined within this Contract, Non-State PSEs may order the Services and submit this ATO as soon as feasible after Services are provided.

The ATO shall become effective upon execution by the Non-State PSE, Contractor, and CDT. No Service(s) shall be ordered by Non-State PSE or Item11 Page 5 of 5 Page16of20
provided by Contractor until this ATO has been executed by both parties and CDT (except as provided herein for emergencies).

By executing the ATO, the (NonState PSE) may subscribe to the Service(s), and the Contractor agrees to provide the Service(s), in accordance with the terms and conditions of this ATO and the Contract. Service, catalogs, rates and Contract terms are available at CALNET Program website.

The ATO, and any resulting order for Service(s), is a contract between the NonState PSE and the Contractor. As such, the CDT will not facilitate, intervene, advocate or escalate any disputes between the Non-State PSE and the Contractor or represent the Non-State PSE in resolution of litigated disputes between the parties.

This ATO shall not exceed the term of the Contract and shall remain in effect for the duration of the contract unless:
• THE CDT, AT ITS DISCRETION, REVOKES THE APPROVED ATO; OR

THE NON-STATE PSE TERMINATES THE ATO, FOR SPECIFIC SERVICE(S) IN PART

OR IN TOTAL, PRIOR TO TERMINATION OF THE CONTRACT, BY PROVIDING THE CONTRACTOR WITH A 30 CALENDAR DAYS’ PRIOR WRITTEN NOTICE OF CANCELLATION.

THE NON-STATE PSE, UPON EXECUTION OF THE ATO, CERTIFIES THAT:
• THE NON-STATE PSE UNDERSTANDS THAT THE CONTRACTOR AND THE CDT MAY, FROM TIME TO TIME AND WITHOUT THE NON-STATE PSE’S CONSENT,

AMEND THE TERMS AND CONDITIONS OF THE CONTRACT THEREBY

AFFECTING THE TERMS OF SERVICE THE NON-STATE PSE RECEIVES FROM THE CONTRACTORS;
• THE NON-STATE PSE HAS REVIEWED THE TERMS AND CONDITIONS, INCLUDING THE RATES AND CHARGES, OF THE CONTRACT;
• THE NON-STATE PSE, UNDERSTANDS AND AGREES THAT CONTRACTOR

INVOICES FOR SERVICE(S) SUBSCRIBED TO UNDER THE CONTRACT ARE

SUBJECT TO REVIEW AND/OR AUDIT BY THE CDT, PURSUANT TO PROVISIONS OF THE CONTRACT;
• All Service(s) ordered under the ATO will be submitted to the Contractor using an authorized purchasing document, signed by the Non-State PSE’s authorized signatory. Any additions, changes to, or deletions of Service(s) Item11 Page 6 of 6 Page16of20
shall be accomplished by submission of a purchasing document to the Contractor, noting the changes;
Item11 Page 5 of 5 Page17of20
• THE NON-STATE PSE UNDERSTANDS AND AGREES THAT THE CONTRACTOR

SHALL PROVIDE THE CALNET PROGRAM ALL DATA, INVOICES, REPORTS AND

ACCESS TO TROUBLE TICKETS FOR SERVICE(S) SUBSCRIBED TO UNDER THE CONTRACT, PURSUANT TO PROVISIONS OF THE CONTRACT. UPON

EXECUTION OF THE ATO, THE NON-STATE PSE AUTHORIZES THE CALNET CONTRACTOR TO RELEASE THE NON-STATE PSE’S CUSTOMER PROPRIETARY

NETWORK INFORMATION (CPNI) TO THE CALNET PROGRAM FOR PURPOSES OF ADMINISTERING THE CONTRACT; AND
• THE NON-STATE PSE UNDERSTANDS THAT, THE CONTRACTOR SHALL BILL THE

NON-STATE PSE, AND THE NON-STATE PSE SHALL PAY THE CONTRACTOR

ACCORDING TO THE TERMS AND CONDITIONS, AND RATES SET FORTH IN THE CONTRACT FOR SUCH SERVICE(S).

Contact Information
Any notice or demand given under this Contract to the Contractor or the NonState PSE shall be in writing and addressed to the following:

Contractor
AT&T
Authorized Agent: Ken Todd
Attention: Contract Program Manager
2700 Watt Avenue Contact Number : 916-768-5000
Sacramento, CA 95821 Email: [email protected]
Non-State PSE
North American Industry Classification System Code (NAICS) NAICS Industry Title
North American Industry Classification System Code (NAICS) NAICS Industry Title
Item11 Page 5 of 5 Page18of20
North American Industry Classification System Code (NAICS) NAICS Industry Title
North American Industry Classification System Code (NAICS) NAICS Industry Title
Emergency Services PSE Name Requesting
Support
Name
Title
Address Contact Number
City, State, Zip Code Email:

Support Function and Incident (if known)
Alternate Non-State PSE Contact
Name
Title
Phone Email
Item11 Page19of20
IN WITNESS WHEREOF, the parties below hereto have caused the execution of this ATO.

The effective date of this ATO, between the Non-State PSE, the Contractor, and CDT/CALNET shall be pursuant to the CDT/CALNET “DATE EXECUTED” shown below.

Non-State PSE
Authorized Agent Name
Title of Authorized Agent
Signature
_____________________________________________
Date Signed
Contractor
Authorized Agent Name Title
of Authorized Agent
Signature
_____________________________________________
Date Signed
Approved By: State of California Department of
Technology
Authorized Agent Name
CALNET Program
Title of Authorized Agent
Analyst
Signature
_________________________________________
Date Executed
Item11 Page19of20

DEPARTMENT OF TECHNOLOGY

NON-STATE ENTITY SERVICE POLICY AND AGREEMENT (NESPA)
The California Network and Telecommunications Program (CALNET) service offerings are primarily intended to meet State entity requirements. However, CALNET services may be purchased by qualified non-State entities. To use the CALNET next generation of contracts, non-State entities are required to self-certify that their organization qualifies for one of the CALNET eligibility criteria below.

Authorized Entity Criteria
Please select one of the following:
☐ Local government entities are defined as “any city, county, city and county, district or other governmental body empowered to expend public funds for the acquisition of goods” per Public Contract Code Chapter 2, Paragraph 10298 (a) (b). While the State makes this contract available to local governmental entities, each local governmental entity should determine whether this contract is consistent with its procurement policies and regulations.
☐ Entirely 100% tax supported entity
☐ A governmental entity with a Joint Powers Agreement (JPA) ☐ Federally recognized Indian Tribe

NON-STATE ENTITY INFORMATION

REQUESTING NON-STATE ENTITY ORGANIZATION NAME

NAME AND TITLE OF AUTHORIZED REPRESENTATIVE SIGNING ON BEHALF OF NON-STATE ENTITY

STREET ADDRESS

CITY, STATE, ZIP CODE

CONTACT PHONE NUMBER

EMAIL ADDRESS
I certify under penalty of perjury the requesting entity meets the NESPA “Authorized Entity Criteria” selected above.
__________________________________________________________________________

NON-STATE ENTITY SIGNATURE DATE

CDT/CALNET PROGRAM
CUSTOMER CODE:

Item11 Page20of20Revised
03/12/20
City Council Agenda Report
Meeting Date: January 17, 2023
Item12 Page1of2
From: Michael Earl, Director of Human Resources
Department: Human Resources
Submitted by: Michael Earl, Director of Human Resources Subject
Revised Proclamation Recognizing Retired Employee – Jerry R. Chavez, Jr.

Recommendation
Approve revised proclamation.

Background
Historically, the City Council has issued proclamations in honor of retired City Employees. Jerry R.

Chavez, Jr. retired from the City of Vernon Police Department on November 1, 2021, and the City Council approved a retirement proclamation on November 16, 2021. It is requested that City Council approve the revised retirement proclamation. Once approved by City Council, the revised proclamation will be issued to Mr. Chavez.

Fiscal Impact
There is no fiscal impact associated with this report.

Attachments

1. Proclamation – Jerry R. Chavez, Jr.

Item12 Page2of2

A PROCLAMATION OF THE MAYOR AND THE CITY COUNCIL OF THE CITY OF VERNON COMMENDING JERRY R. CHAVEZ, JR. FOR HIS

DEDICATED LAW ENFORCEMENT SERVICE TO THE CITY
WHEREAS, Jerry R. Chavez, Jr. has been a dedicated employee of the City of Vernon and has faithfully served in various positions since January 10, 1994 including Dispatcher, Police Officer, and Police Sergeant; and
WHEREAS, Jerry Chavez retired from the City of Vernon effective November 1, 2021, after providing over twenty-seven years of service to the City of Vernon; and WHEREAS, Jerry Chavez served in numerous assignments within the Vernon Police Department including Detective, Detective Sergeant, Detective assigned to the regional LA IMPACT team, Sergeant at CTIP, Sergeant overseeing the Police Corporal Program, Sergeant in the Professional Standards Unit, and provided field training for new officers; and WHEREAS, Jerry Chavez completed many professional development training courses over his career, is a graduate of the Sherman Block Leadership Institute, and earned supervisory level certification from the California Commission on Peace Officer Standards and Training (P.O.S.T.); and
WHEREAS, Jerry Chavez served as President of the Vernon Police Officers Benefit Association; and
WHEREAS, during his long and dedicated law enforcement career, Jerry Chavez was recognized with several awards such as the 10851 California Vehicle Code Award presented by the California Highway Patrol in recognition of an extraordinary number of auto-theft arrests and automobile recoveries, as well as Outstanding Innovation, Citizen Appreciation, Safe Driving, Educational Achievement, Life Saving, and American Heart Association Heart Saver Hero awards; and
WHEREAS, it is an honor to express our appreciation to Jerry Chavez for his service to the City of Vernon and wish Jerry good health upon his retirement and for continued success in life’s pursuits.

NOW, THEREFORE, THE MAYOR AND THE CITY COUNCIL OF THE CITY OF VERNON, ON BEHALF OF ITS EMPLOYEES, RESIDENTS AND BUSINESSES HEREBY COMMEND JERRY R. CHAVEZ JR. FOR HIS YEARS OF SERVICE TO THE CITY. THIS PROCLAMATION IS BEING PRESENTED TO JERRY

CHAVEZ BY THE HONORABLE MAYOR LETICIA LOPEZ FOR AND ON BEHALF OF THE CITY COUNCIL OF THE CITY OF VERNON THIS 17TH DAY OF JANUARY, TWO THOUSAND AND TWENTYTHREE.

CITY OF VERNON
___________________________
LETICIA LOPEZ, Mayor
City Council Agenda Report
Meeting Date: January 17, 2023
Item13 Page1of8
From: Daniel S. Wall, P.E., Director of Public Works
Department: Public Works
Submitted by: Lissette Melendez, Project Engineer
Subject
Grant Deed Dedicating in Fee a Portion of the Property Located at 5655 Santa Fe Avenue Recommendation
A. Find that accepting the Grant Deed is categorically exempt from California Environmental Quality Act (CEQA) review, in accordance with CEQA Guidelines Section 15301(c) because if any construction occurs as a result of accepting and executing the Grant Deed, the project would involve negligible expansion of an existing street; and B. Adopt Resolution No. 2023-01 accepting the Grant Deed of a portion of the property located at 5655 Santa Fe Avenue – Assessor’s Parcel Numbers (APN) 6308-017-011, 012 and 013.

Background
As part of the property development project at 5655 Santa Fe Avenue, the property owner is required to meet the right-of-way street widths shown in the City’s Master Plan of Streets. This Grant Deed from NP Santa Fe, LLC, a Delaware limited liability company, dedicates to the City of Vernon in fee simple title, a portion of the property at 5655 Santa Fe Avenue (Assessor’s Parcel Number 6308-017-011, 012 and 013). The dedication is approximately 491 square feet in size, located on the Northwest corner of Santa Fe Avenue and 57th Street. The improvements at the corner radius will meet the requirements of the City’s Master Plan of Streets. The dedication will increase the corner radius at Santa Fe Avenue and 57th Street from 15 feet to 60 feet.

The Certificate of Acceptance has been approved as to form by the City Attorney’s Office.

Fiscal Impact
There is no fiscal impact associated with this report.

Attachments

1. Resolution No. 2023-01

2. Certificate of Acceptance
Item13 Page2of8
RESOLUTION NO. 2023-01

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON

ACCEPTING THE GRANT DEED OF A PORTION OF THE PROPERTY
LOCATED AT 5655 SANTA FE AVENUE - ASSESSOR’S PARCEL
NUMBERS (APN) 6308-017-011, 012 AND 013
SECTION 1. Recitals.

A. NP Santa Fe, LLC (Grantor) has agreed to dedicate in fee a portion of the real property commonly known as 5655 Santa Fe Avenue in the City of Vernon, approximately 491 square feet in size, located on the northwest corner of 57th Street and Santa Fe Avenue, (APNs 6308-017-011, 012 & 013) (Property).

B. Grantor has delivered to the City a grant deed dated December 5, 2022, dedicating in fee the Property to the City, a copy of which is attached hereto as Exhibit A (Grant Deed).

C. The dedication is required as part of the new parcel development and will meet the City of Vernon’s Master Plan of Streets. The new right-of-way will be used for street and sidewalk purposes.

D. By memorandum dated January 17, 2023, the Director of Public Works has recommended that the City accept the Grant Deed and approve the execution of the Certificate of Acceptance.

E. The City Council of the City of Vernon has determined that acceptance of the Grant Deed would be in the public interest.

NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF VERNON AS FOLLOWS:

SECTION 2. The City Council of the City of Vernon hereby finds and determines that the above recitals are true and correct.

SECTION 3. The City Council of the City of Vernon hereby finds that this action is categorically exempt from California Environmental Quality Act (CEQA) review, in accordance with CEQA Guidelines section 15301(c), because if any construction occurs as a result of accepting and executing the Grant Deed, the project would involve negligible expansion of an existing street.

SECTION 4. The City Council of the City of Vernon hereby accepts that certain Grant Deed executed by NP Santa Fe, LLC dated December 5, 2022, and attached hereto as Exhibit A.

Item13 Page3of8
Resolution No. 2023-01 Page 2
of 6
_______________________
SECTION 5. The City Council of the City of Vernon hereby authorizes the Mayor to execute the Certificate of Acceptance accepting the Grant Deed for, and on behalf of, the City of Vernon and the City Clerk is hereby authorized to attest thereto.

SECTION 6. The City Council of the City of Vernon hereby directs the City Administrator, or designee, to take whatever actions are deemed necessary or desirable for the purpose of implementing and carrying out the purposes of this Resolution and the actions herein approved or authorized.

SECTION 7. The City Council of the City of Vernon hereby authorizes the Department of Public Works to submit the Grant Deed to the County Recorder.

SECTION 8. The City Clerk shall certify the passage and adoption of this resolution and enter it into the book of original resolutions.

APPROVED AND ADOPTED January 17, 2023.
________________________
LETICIA LOPEZ, Mayor
ATTEST:

LISA POPE, City Clerk
(seal)
APPROVED AS TO FORM: ZAYNAH
N. MOUSSA, City Attorney
Resolution No. 2023-01

Item13 Page4of8
________________________

RECORDING REQUESTED BY
and
WHEN RECORDED MAIL TO:

City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
Attn: City Clerk
MAIL TAX STATEMENTS TO:

Exempt

SPACE ABOVE THIS LINE RESERVED FOR RECORDER'S USE

GRANT DEED
APN: 6308-017-011, 012 & 013
DOCUMENTARY TRANSFER TAX IS NONE —NOT REQUIRED SEC. 11922 REVENUE TAXATION CODE.

FOR VALUABLE CONSIDERATION, RECEIPT OF WHICH IS HEREBY

ACKNOWLEDGED,
NP Santa Fe, LLC, a Delaware limited liability company (the "Grantor") HEREBY GRANTS) TO:

City of Vernon, a body corporate and politic (the "Grantee") That certain real property (the "Conveyed Property"), as described in Exhibit "A" attached hereto and incorporated herein by this reference, and as more particularly shown on the map attached hereto as E~ibit "B" and incorporated herein by this reference. The Conveyed Property is a portion of the property owned in fee simple by the Grantor. The property is located in the Ciry of Vernon, County of Los Angeles, State of California.

Date: AEG ~ ~ r3~2 ~~"' , 2022
NP Santa Fe, LLC, a Delaware limited liability company
"Grantor"
Joseph Mishurda, Manager
Name, Ti e Name, Title
Sig7wture Joseph Mishurda, Manager Signature
Resolution No. 2023-01

Item13 Page5of8
________________________
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of Ga~~a a U~ t1J G m
iYi County of j ~ -,ti, n
h
On , 5~'' ~~d ~ before me, .h n ~ ~v ~l a ~, ,
(Insert Name of Notary Public and Title)
.._.-
personally appeared ~~p ~-e ,p ~ ~ , ~ j ~ ~ ~'r ~~
who proved to me on the basis of satisfactory evidence to be the persons) whose names) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signatures) on the instrument the person(s), or the entity upon behalf on which the persons) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the forgoing paragraph is true and correct.

WITNESS my hand and official seal.

JEMNY JULIAN —NOTARY PUBLIC
COUNTY OF ?i~ 0~ c~ ~ STATE
OF LINCOLN ='~ ~;A;~'o~

WYOMING
S1g11ah11'e C ~ (Seal)
~~lr lYl~
MY COMMISSION EXPIRES APRIL 27, 2025
Resolution No. 2023-01

Item13 Page6of8
________________________SHEET ~ of EXHIBIT "A'~

GRANT DEED FOR STREET PURPOSES
GRANTED TO THE C17~' OF VERIVON

LEGAL DESCRIPTION
THAT PORTION OF LOT 1 OF CERTIFICATE OF COMPLIANCE, IN THE Cl7Y OF l/ERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS El/IDENCED BY DOCUMENT RECORDED SEPTEMBER 12, 2022 AS INSTRUMENT N0. 20220890154, OF OFFICIAL RECORDS, ALSO BEING A PORTION OF LOT 2 OF TRACT N0. 2585, IN SAID CITY, COUNTY, AND STATE, AS PER MAP RECORDED IN BOOK 28, PAGE 2 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, LYING SOUTHEASTERLY OF A CURVE CONCH l/E NORTHWESTERL Y .4N0 HAVING A RADIUS OF 48.00 FEET, SAID CURVE BEING TANGENT TO THE WESTERLY LINE OF SANTA FE AVENUE (40 FEES HALF—WIDTH AS SHOWN ON SAID TRACT N0. 2585) AT lTS NORTHERLY TERMINUS, AND TANGENT TO THE NORrHERL Y LINE OF 57TH STREET (30 FEET HALF—WIOrH AS SHOWN ON SAID TRACT N0. 2585 AT lTS WESTERLY TERMINUS.

CONTAIN/NG• 491 SQUARE FEET OF 0.011 ACRES MORE OR LESS.

EXH/B/T "B" ATTACHED HERE7~0 AND BY THIS REFERENCE MADE A PART HEREOF.

SUBJECT TO.• COVENANTS, CONDITIONS, RESTRICTIONS, l?ESERI/ATIONS, EASEMENTS, AND RIGHTS—OF—W.4Y, lF ANY.
suRv~oR•
PREPARED UNDER THE DIRECTION OF.• ~~~~ ~Pt ~K N~ sG~
04'
Last Update: 11/7/22 — ~' N c9 1
0:\3900-3999\3979\ESMT~ST DED\3979_ST DED.dwg
Q ~
~ d Z — ~
O Thieves Engineering, lnc. ' 22 ~ N0. 9123 ~
CIVIL ENGINEER/NG •LAND SURVEYING A l/EEN K. GALI DATE ~y ~~~ 14349 FIRESTONE BOULEVARD P.L,S. NO. 9723 ~~ F- CAS\F
LA MlR40A, CAL/FORNIA 90538 REG EXP. SEPT. 30, 2024
PH.(714)521-4811 fAX(7J4~521-417,
Resolution No. 2023-01

Item13 Page7of8
________________________
SCALE: 1" = 700' EXHIBIT "B" SHEET ? OF 1

GRANT DEED FOR STREET PURPOSES

GRANTED TO THE CITY OF VERNON
PLAT
W
40'
Jam, ~.l Jl~l l J r l
W
N 89'5021 " W 500.00' Z
.~ JF~ TJ ~~~1 / J l~
N LOT 1

W CERTIFICATE OF COMPLIANCE
~, REC 09/12/22
DOC# 20220890154, O.R.

Z O N SEE DE?AlL
452.13' o N
89'47'03" W 500.00' ~
57TH
S 89'38'11" E (RAD) ro + ~ W
I
~ ~ "
D=89'51 X08" ~ ~ " z
R=48.00 L=75.27'
-----~—~ S 0'1257" W RAD

47.87'
i ~ 500.00' SE COR. LOT 2 i
N 89'47'03" W
DETA/L
STREET
LEGEND:
~~,r~Nr- ~~tl~'
VINDICATES ~ibfE~b'~ FOR
STREEI~ AND HIGHWAY PURPOSES
GRANTED TO THE ClN OF I/ERNON
CONT.4/NS• 491 SQ. FT.

0.011 AC. t
suRv~roR•
/V. /.J. PREPARED UNDER THE DIRECTION OF.• ~~' ~o~~N P~' LANDK . ~s G'~G O:\3900-3999\3979\ESMT~ST Last Update:ll/7/22 DED\3979_ST DED.dwg do~,Q ~ 9~
Resolution No. 2023-01

Item13 Page7of8
t Z — ~
• rhienes Engineering, lnc. yt NO. 9123
0 2
C/~1L ENGINEERING • L4ND SURVEYING' A SEEN K. GAL DATE
LA 14349 MlR40A, FIRESTONE CALIFORN/A BOULEl~ARD 90638 P.L.S. N0. 9723 ~F C
PH. (714)521-481 > FAX(7>4~521-417, REG. EXP. SEPT. 30, 2024 Item13 Page8of8

CERTIFICATE OF ACCEPTANCE
(California Government Code Section 27281)
This is to certify that interests in real property conveyed to or created in favor of the City of Vernon by that certain Grant Deed dated December 5, 2022, executed by NP Santa Fe, LLC, a Delaware limited liability company hereby accepted by the undersigned officer on behalf of the City pursuant to the authority conferred by Resolution No. 2023-01 by the City Council of the City of Vernon on January 17, 2023, and the grantee consents to recordation thereof by its duly authorized officer.

Dated: ____________, 2023

CITY OF VERNON
LETICIA LOPEZ, Mayor
ATTEST:

LISA POPE, City Clerk
APPROVED AS TO FORM:

ZAYNAH N. MOUSSA,
City Attorney
City Council Agenda Report
Meeting Date: January 17, 2023
From: Todd Dusenberry, General Manager of Public Utilities Department: Public Utilities
Submitted by: Adriana Ramos, Administrative Analyst
Subject
Sapphire Solar Power and Battery Storage Project Power Sales Agreement Recommendation
A. Find that approval of the proposed action is exempt from California Environmental Quality Act (CEQA) review, because it is an administrative and fiscal activity that will not result in direct or indirect physical changes in the environment, and therefore does not constitute a “project” as defined by CEQA Guidelines Section 15378. Pursuant to the Power Purchase Agreement between Southern California Public Power Authority (SCPPA) and EDF Renewables North America, the lead agencies have obtained, or will reasonably and timely obtain, all CEQA determinations required for the construction, operation, and maintenance of the facility; and B. Approve and authorize the City Administrator to execute a Power Sales Agreement (PSA) with Southern California Public Power Authority (SCPPA), in substantially the same form as submitted, to purchase 39 megawatts of solar power and up to approximately 19.7 megawatts of battery storage with associated green attributes through the Sapphire Solar Project for a projected annual amount of $6,665,000 over a 20-year term.

Background
California Public Utilities Code Section 399.30(a) requires Publicly Owned Electric Utilities (POUs) to adopt and implement a Renewable Energy Resources Procurement Plan. Such plans describe a POU’s commitment to procuring a minimum quantity of electricity and/or renewable energy credits from eligible renewable energy resources as a percentage of its net retail sales.

These requirements are known as Renewable Portfolio Standard (RPS) Regulations. Senate Bill (SB) 350 and SB 100 increased RPS compliance targets to 60% by 2030. Vernon Public Utilities (VPU) has complied with the 2020 RPS requirement of 33% and is confident in meeting the 2024 requirements of 44% of total retail sales with eligible renewable energy.

VPU recognizes the intent of California’s regulations, which encourage the utilization of renewable resources while considering the effect on customer rates, reliability, financial resources, and environmental impact on the community. Pursuant to Vernon’s RPS Procurement Plan and Enforcement Program, adopted by City Council via Resolution No. 2012-02 on January 3, 2012, the City must take action to acquire renewable energy resources to meet its RPS requirement.

In response to the RPS requirements, staff regularly surveys the market for cost-effective eligible renewable energy resources. VPU is diligent in its search for affordable renewable energy to meet RPS regulations while maintaining competitive electric rates for its customers. One of the ways VPU learns about and participates in these types of opportunities is through the Southern California Public Power Authority (SCPPA), which serves its members by creating operational efficiencies and cost savings through joint procurement and financing of projects, value-added services, and providing collaborative advocacy.

Unfortunately, the current renewable energy project market has been impeded by several factors, including life cycle and achievable Commercial Operating Date (COD), current supply chain and labor constraints, and procurement and construction timelines. When considering today’s high inflation-high Item14interest rate environment, there were very few responses to SCPPA’Page1of226s Request for
Proposal (RFP): Procurement and Contract Review issued on March 15, 2022. EDF Renewables, Inc. (EDFR) was one of the few firms to respond to SCPPA’s RFP and was then selected as the most viable option due to its price and completion date.

The Sapphire Solar Project is a solar photovoltaic (PV) and battery storage project developed by EDFR and is located on 1,140 acres of private land in Riverside County. It is expected to produce 117 megawatts (MW) of solar PV and be paired with a Battery Energy Storage System (BESS) with a maximum storage capability of 59 MW and operate on a 4-hour basis for a total capacity of 236 MWhs. The Project will interconnect on an existing Desert Harvest transmission line and deliver to the California Independent System Operator (CAISO) System. As structured, the agreement would require EDFR to sell fully bundled energy products and participants to purchase from the Project for a 20-year period. The bundled energy products include Renewable Energy, Renewable Energy Credits, Resource Adequacy, and all other energy attributes.

Due to today’s high inflation-high interest rate environment and supply issues, the agreement has an adjustment feature that can increase or decrease the established base price. This adjustment would be based on open-book Engineering, Procurement, and Construction Costs (EP&C) for both the solar PV and the battery storage at the start of construction and once again at the COD.

A base price of $33/MWh for solar power and $10.90 kilowatts (kw)-month for the battery storage are based on EDFR’s estimate for both the PV and BESS as of the date of the signed Term Sheet between the parties. As a result of the price adjustment concept, the parties have agreed to have a floor and a ceiling price for both PV and BESS. If the price is greater than the ceiling price, SCPPA and its participating members have the right to terminate the power purchasing agreement.

Similarly, if the price is below the floor price, EDFR has the right to terminate the agreement. The ceiling price is $35.36/MWh for the PV system and $11.70/kw-Month for the BESS. The floor price is $28.00/MWh for the PV system and $7.00/kw-Month for the BESS. The COD will set the project’s final price and remain fixed for the agreement term. VPU will purchase 39 MW of solar power and up to 19.7 MW of battery storage, for a projected annual amount of $6,665,000, with an expected start date of December 31, 2025—when the Project is anticipated to become operational.

For the Project to be studied with the highest priority for deliverability in the CAISO Transmission Planning Deliverability (TPD) process, SCPPA and EDFR must execute a PPA and submit a redacted version to the CAISO. The capacity of the battery will be determined once the CAISO determines an award of capacity for the BESS. It is anticipated that the CAISO’s deliverability study results will be finalized by April 2023. The Base capacity of the BESS is anticipated to be 59 MW. If CAISO does not assign the expected 59 MW capacity, the parties have agreed to continue to submit the necessary applications to the CAISO seeking full capacity approval or until the 2027 submission deadline. The minimum amount of capacity the parties have agreed to purchase from EDFR is 20 MW.

SCPPA's Board of Directors approved a Power Purchase Agreement (PPA) with EDFR on December 15, 2022 to procure the proposed Sapphire Solar project’s entire capacity. Further, SCPPA has developed Power Sales Agreements (PSAs) with participating member utilities to purchase the energy. Vernon seeks to participate alongside the City of Anaheim and the City of Pasadena for equal project shares.

The proposed PSA with SCPPA will allow the City to obtain Portfolio Content Category 1 (PCC1) “bucket one” solar energy and Renewable Energy Credits that meet the RPS compliance requirements for Category 1, as set forth in the California Public Utilities Code, Section 399.16Item14(b)(1)(A), which states, “Consistent with the goals of procuring the least-cost Page2of226and best-fit
Item14 Page3of226
electricity products from eligible renewable energy resources that meet project viability principles adopted by the commission pursuant to paragraph (5) of subdivision (a) of Section 399.13 and that provide the benefits set forth in Section 399.11, a balanced portfolio of eligible renewable energy resources shall be procured consisting of Eligible renewable energy resource electricity products that have a first point of interconnection with a California balancing authority.” In addition, the project will have the potential to provide up to 25 MW of Resource Adequacy (RA) capacity which will help the City meet its RA requirement.

The proposed PSA is exempt from competitive bidding and competitive selection pursuant to Vernon Municipal Code Sections 3.32.110(A)(5) and (B)(1), which exempts contracts with other governmental entities for supplies, equipment, or services. SCPPA conducted a competitive selection process to select EDFR. The PSA has been reviewed and approved as to form by the City Attorney’s Office.

Fiscal Impact
The fiscal impact is estimated at $6,665,000 annually. Funds for purchasing renewable energy from the Sapphire Solar Project through the proposed PSA with SCPPA will be budgeted accordingly during the annual City budget process for Fiscal Year 2025-26 and for subsequent years in Public Utilities Electric Enterprise Fund, Renewable Energy Credit Account No. 055-050- 590- 520154.

Attachments

1. Sapphire Solar, LLC - SCPPA Power Sales Agreement
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SAPPHIRE SOLAR PROJECT

POWER SALES AGREEMENT

BETWEEN

SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY
AND

CITY OF VERNON
Dated as of December 15, 2022

TABLE OF CONTENTS
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Page

1. PARTIES ................................................................................................................................. 1

2. RECITALS, CONSTRUCTION AND PRELIMINARY MATTERS............................... 1

3. AGREEMENT ........................................................................................................................ 2

4. DEFINITIONS ........................................................................................................................ 2

4.1 Agreement .................................................................................................................... 2

4.2 Effective Date .............................................................................................................. 3

4.3 Total Power Costs ........................................................................................................ 3

4.4 Monthly Costs .............................................................................................................. 4

5. PURCHASE AND SALE OF FACILITY PRODUCTS AND THE
OBLIGATIONS OF SCPPA AND THE PURCHASER .................................................... 4

5.1 Purchase and Sale of Participant Facility Products Share ............................................ 4

5.2 Facility Products and Deliverables .............................................................................. 5

5.3 Project Manager ........................................................................................................... 5

5.4 Adoption of Annual Budget ......................................................................................... 5

5.5 Reports ......................................................................................................................... 6

5.6 Records and Accounts .................................................................................................. 6

5.7 Provide Information ..................................................................................................... 6

5.8 Consultants and Advisors Available ............................................................................ 7

5.9 Liquidated Damages .................................................................................................... 7

6. COORDINATING COMMITTEE ....................................................................................... 7

6.1 Establishment and Authorization of the Coordinating Committee .............................. 7

6.2 Coordinating Committee Responsibilities ................................................................... 8

6.3 Management Decisions and the Role of Board of Directors ..................................... 11

6.4 Periodic Audits ........................................................................................................... 12

6.5 Additional Committees .............................................................................................. 13

6.6 Costs of Consultants .................................................................................................. 13

6.7 Participating Member Representative Expenses ........................................................ 13

7. CHARGES AND BILLINGS .............................................................................................. 13

7.1 Monthly Costs ............................................................................................................ 13

7.2 Billing Statement ....................................................................................................... 14

7.3 Adoption of Alternative Billing Statement Procedures ............................................. 14

7.4 Disputed Monthly Billing Statement ......................................................................... 14

7.5 Reconciliation of Monthly Costs ............................................................................... 14

7.6 Other or Additional Cost Reconciliation Mechanisms .............................................. 15

7.7 Prepayment of Monthly Costs ................................................................................... 15

8. UNCONDITIONAL PAYMENT OBLIGATIONS; RATE COVENANT;
AUTHORIZATIONS; CONFLICTS; LITIGATION ...................................................... 15 Item14 Page4of226

8.1 Unconditional Payment Obligation ............................................................................ 15 i

TABLE OF CONTENTS
ii
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(continued)
Page

8.2 Source of Payments .................................................................................................... 15

8.3 Rate Covenant ............................................................................................................ 16

8.4 Authorizations ............................................................................................................ 16

8.5 Conflicts ..................................................................................................................... 16

8.6 Litigation .................................................................................................................... 16

9. OTHER TERMS AND SERVICES .................................................................................... 16

9.1 Delivery Procedures ................................................................................................... 16

9.2 Other Services and Transmission From Point of Delivery ........................................ 16

9.3 Energy Services ......................................................................................................... 17

9.4 [Reserved] .................................................................................................................. 17

9.5 [Reserved] .................................................................................................................. 17

9.6 Transfer of Environmental Attributes to Purchaser ................................................... 17

10. PROJECT SPECIFIC MATTERS AND PURCHASER RIGHTS AND OBLIGATIONS UNDER PROJECT AGREEMENTS ................................................... 17

10.1 Rights and Obligations under the Project Agreements .............................................. 17

10.2 Revision of Appendix B ............................................................................................. 18

11. NONPERFORMANCE AND PAYMENT DEFAULT ..................................................... 18

11.1 Nonperformance by Purchaser ................................................................................... 18

11.2 Notice of Payment Default ......................................................................................... 18

11.3 Cured Payment Default .............................................................................................. 19

11.4 Failure to Cure Payment Default ............................................................................... 19

11.5 Treatment of the Defaulting Purchaser’s Project Rights and Obligations upon its Payment Default .................................................................................................... 19

11.6 Elimination or Reduction of Payment Obligations .................................................... 21

11.7 Use of Reserve Funds ................................................................................................ 21

11.8 Step-Up Invoices ........................................................................................................ 21

11.9 Application of Moneys Received from Step-Up Invoices Relating to the Project ........................................................................................................................ 21

11.10 Application of Moneys Received from Default Invoices .......................................... 22

11.11 Application of Moneys Received from Compliance Payments ................................. 22

11.12 Application of Moneys Received from Sale of Facility Products.............................. 22

11.13 Purchaser shall be responsible for Purchaser’s Participant Facility Products Share ......................................................................................................................... 22

12. CHARACTER, CONTINUITY OF SERVICE ................................................................. 22

12.1 Outages, Interruptions and Curtailment of Energy Deliveries ................................... 23

12.2 Uncontrollable Forces ................................................................................................ 23

13. [RESERVED] ........................................................................................................................ 23

14. LIABILITY ........................................................................................................................... 23

14.1 Participants’ Obligations Several ............................................................................... 23

14.2 No Liability of SCPPA or Purchaser, Their Directors, Officers, Etc. ....................... 23

14.3 Extent of Exculpation; Enforcement of Rights .......................................................... 24

TABLE OF CONTENTS
iii
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(continued)
Page

14.4 Indemnification for Claims of Retail Customer ......................................................... 24

14.5 Determination or Enforcement of Rights ................................................................... 24

14.6 No Relief From Insurer’s Obligations ....................................................................... 23

14.7 SCPPA Directors, Officers, Employees, Agents Not Individually Liable; No General Liability of SCPPA ....................................................................................... 24

15. RESTRICTIONS ON DISPOSITION ................................................................................ 24

15.1 Assignment ................................................................................................................ 24

15.2 Restrictions on Elimination of Payment Obligations ................................................. 25

15.3 Restrictions on Disposition of Purchaser’s Entire System ......................................... 25

15.4 Successors and Assigns .............................................................................................. 25

16. EFFECTIVE DATE, TERM AND EXPIRATION ........................................................... 25

16.1 Effective Date; Execution in Counterparts ................................................................ 25

16.2 Termination Conditions ............................................................................................. 25

16.3 Expiration ................................................................................................................... 26

16.4 Termination of Agreement before Expiration Date ................................................... 26

17. SEVERABILITY .................................................................................................................. 26

18. REPRESENTATION AND GOVERNING LAW ............................................................. 26

19. ARBITRATION AND ATTORNEYS’ FEES .................................................................... 26

20. CONDITIONS TO TERMINATION OR AMENDMENT .............................................. 27

21. [RESERVED] ........................................................................................................................ 27

22. NOTICES .............................................................................................................................. 27

APPENDICES
A – DEFINITIONS ..................................................................................................................... A-1 B – SCHEDULE OF PARTICIPANTS FACILITY PRODUCTS SHARES,
PARTICIPANT FACILITY PRODUCTS COST SHARES................................................ B-1 C – POWER PURCHASE AGREEMENT ................................................................................. C-1 1 Item14 Page8of226

SAPPHIRE SOLAR PROJECT

POWER SALES AGREEMENT

1. PARTIES. This Sapphire Solar Project Power Sales Agreement (this “Agreement”), is dated for convenience as of the 15th day of December, 2022, by and between the SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY, a joint powers agency and a public entity organized under the laws of the State of California, hereinafter designated as “SCPPA,” and the CITY OF VERNON, a municipal corporation organized and existing under the laws of the State of California. The CITY OF VERNON is also periodically designated in this Agreement as “VERNON” or as “Purchaser, or, depending upon the context as “SCPPA Participant”.

VERNON and SCPPA are also sometimes herein referred to individually as a “Party” and together as the “Parties.”

2. RECITALS, CONSTRUCTION AND PRELIMINARY MATTERS. The Recitals set forth herein and the facts, which follow, are incorporated into this Agreement by reference for all purposes. The facts and the circumstances of the Parties contained in the Recitals, among others, represent the background and framework for this Agreement, the aim and purpose of this Agreement and the intent of the Parties with respect thereto. This Agreement has been reviewed by attorneys for both Parties and shall not be interpreted with reference to the rules of construction providing for construction against a Party responsible for drafting or creating a particular provision or section, but should instead be interpreted in a manner which broadly implements the goals and objectives of the Parties as expressed herein. References to “Sections,” and “Appendices,” shall be to Sections, and Appendices as the case may be, of this Agreement unless otherwise specifically provided. Section headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose or given any substantive effect. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. The use herein of the word “include” or “including”, when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not nonlimiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. This Agreement is made with reference to the following facts among others:

2.1 SCPPA was created pursuant to provisions contained in the Act, by its members, which are municipalities and an irrigation district that supply, among other things, electrical energy in the State of California, for the purpose of jointly and cooperatively undertaking the planning, financing, development, acquisition, construction, improvement, betterment, operation, and maintenance of projects for the generation or transmission of electric energy, including the development and implementation of systems and frameworks for the acquisition and delivery of secure, long-term reliable supplies of renewable electric energy.
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2.2 Pursuant to the terms of the Act, SCPPA has the power, for the purpose of promoting, maintaining and operating electric generation and transmission, to plan, develop, contract for, finance, acquire, design, undertake, own, construct, manage, operate, maintain and administer projects involving systems, methodologies and programs for the acquisition, supply, procurement and delivery of secure, long-term reliable supplies of renewable electric energy, including solar energy and energy storage services and products, and to cause such projects to be planned, developed, contracted for, financed, acquired, designed, undertaken, constructed, managed, operated, maintained and administered and to provide by agreement for the performance and carrying out of any such activities.

2.3 Purchaser is a California municipality that provides electric energy to its citizens through its municipally owned electric power system. Purchaser is one of the parties to the SCPPA Joint Powers Agreement.

2.4 In pursuit of potential renewable electric resources to address SCPPA member renewable energy needs, SCPPA issued a request for proposals to acquire renewable energy resources and projects with energy storage capability. As a result of the response by EDF Renewables, Inc. on behalf of its affiliate, Sapphire Solar, LLC (Power Purchase Provider), SCPPA and three of its members, Purchaser and the Cities of Pasadena and Anaheim, have identified and investigated the feasibility of a photovoltaic solar energy generation resource and battery energy storage system to be located in Riverside County, California. The facility known as the Sapphire Solar Project is to be developed by Sapphire Solar, LLC (Power Purchase Provider).

2.5 SCPPA intends to enter into a Power Purchase Agreement with Sapphire Solar, LLC for the purchase of electric output and certain battery energy storage projects from the Sapphire Solar Project (the “Project”, as further defined in Appendix A hereof).

2.6 Purchaser has a need for a percentage of the Facility Products and has determined to enter into this Agreement with SCPPA for the purpose of meeting such needs.

2.7 SCPPA is authorized to exercise the powers vested in SCPPA pursuant to the Act, its Joint Powers Agreement and this Agreement, as agent for Purchaser to fully implement Purchaser’s objectives in the Project as set forth herein.

3. AGREEMENT. For and in consideration of the promises and the mutual covenants and agreements hereinafter set forth, and in order to pay SCPPA for Purchaser’s share of SCPPA’s costs with respect to the Project, the Parties agree as herein set forth.

4. DEFINITIONS. Appendix A to this Agreement attached hereto and incorporated herein, sets forth definitions of certain terms used in this Agreement. Certain other capitalized terms used herein are defined in the Power Purchase Agreement and shall have the meaning ascribed therein. The terms defined in Appendix A, the Power Purchase Agreement and this Section 4, whether in the singular or plural, unless specifically provided otherwise, when used herein or in the Appendices hereto and initially capitalized, shall have the meaning ascribed thereto in said Appendix A, the Power Purchase Agreement or as set out below:

4.1 Agreement. This Agreement, as it may be amended, modified or supplemented from 3 Item14 Page10of226
time to time.

4.2 Effective Date. The date described in Section 16.1 hereof.

4.3 Total Power Costs. Total Power Costs mean all of SCPPA’s costs resulting from SCPPA’s contracting for, providing for, accommodating, and facilitating the Project, including costs arising under any of the Power Purchase Agreement or other Project Agreements. SCPPA shall apply, as a credit against Total Power Costs, any receipts, revenues and other moneys received by SCPPA (a) from surplus equipment, materials, supplies or assets relating to the Project sold prior to the date of Commercial Operation for the benefit of SCPPA, (b) for the Domestic Content Adder True Up, and (c) for such other amounts to be applied as a credit against Total Power Costs pursuant to this Agreement. Total Power Costs shall consist of (i) the Delivery Output Cost Component (described in Section 4.3.1), (ii) the Power Purchase Agreement General and Administrative Cost Component (described in Section 4.3.2), (iii) a Supplementary Services Cost Component to the extent SCPPA incurs such costs (described in Section 4.3.3), (iv) a Reserve Funds Cost Component (described in Section 4.3.4), and (v) a Power Purchase Agreement Cost Component (described in Section 4.3.5), and shall include, but not be limited to, the items of cost and expense referred to in the Power Purchase Agreement and this Section 4.3 that are accrued or paid by SCPPA during each Month of each Power Supply Year. In the event any Power Supply Year shall consist of fewer than twelve Months, the fraction set forth in Section 4.3.2 shall be adjusted accordingly and, in the event of any revision of the Annual Budget after the commencement of any Power Supply Year, the amount determined pursuant to Section

4.3.2 shall be appropriately adjusted so that any increase or decrease in the portion of the Annual Budget applicable to Section 4.3.2 shall be evenly apportioned over the remaining Months of such Power Supply Year.

4.3.1 The Delivery Output Cost Component of Total Power Costs for each Month shall consist of the costs paid by SCPPA to Power Purchase Provider under the Power Purchase Agreement, as calculated in accordance with the Power Purchase Agreement.

4.3.2 The Power Purchase Agreement General and Administrative Cost Component of Total Power Costs for each Month shall consist of the administrative and general costs with respect to the Project, including (i) legal fees, costs relating to litigation (including disbursements and other amounts paid as a result of such litigation), insurance costs (including amounts to fund any self-insurance program), overhead costs, any taxes required to be paid by SCPPA with respect to the Project, (ii) all expenses incurred in enforcing the Power Purchase Agreement and other Project Agreements, and (iii) all costs related to the conducting of the business of SCPPA with respect to the Project, including the applicable portion of salaries, fees for legal, engineering, financial and other services, and costs of the Project Manager, as well as all other costs attributable to miscellaneous and incidental expenses in connection with the administration of the Project, and all other expenses properly related to the conduct of such affairs of SCPPA.
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4.3.3 The Supplementary Services Cost Component of Total Power Costs for each Month shall consist of all costs incurred by SCPPA, if any, and to the extent not included in Section 4.3.1, in connection with services for transmission, dispatching, scheduling, tagging, firming, balancing, swapping, exchanging or delivering and for otherwise facilitating the disposition, movement, taking, receiving, crediting and accounting for Facility Products provided for under this Agreement. The Supplementary Services Cost Component of the Total Power Costs shall also entail all costs incurred by SCPPA, if any, which are necessary to move or otherwise handle delivery of any portion of Facility Products from the Point of Delivery to one or more specified delivery point(s) as determined by Purchaser pursuant to Sections 9.2 and 9.5 and by other SCPPA Participating Members pursuant to the terms of their respective power sales agreement relating to the Project. Absent a request by Purchaser for SCPPA to provide Supplementary Services during a Month, no Supplementary Services cost component shall be included in Purchaser's Total Power Costs for such Month.

4.3.4 The Reserve Funds Cost Component of Total Power Costs for each Month shall consist of the amount for such Month necessary to establish and maintain the Reserve Funds at the level deemed prudent and appropriate by the Board of Directors.

4.3.5 The Power Purchase Agreement Cost Component of Total Power Costs for each Month shall consist of: the costs, without duplication, associated with the Power Purchase Agreement, including, to the extent not otherwise included in this Section 4.3, all costs for such Month of SCPPA in connection with its enforcement of the Power Purchase Agreement or the performance required of SCPPA under the Power Purchase Agreement or any Project Agreement and shall include, without duplication, SCPPA’s monthly payment of any applicable associated ancillary costs under the Power Purchase Agreement, and any costs SCPPA is required to pay for the Facility Products.

5. PURCHASE AND SALE OF FACILITY PRODUCTS AND THE OBLIGATIONS OF SCPPA AND THE PURCHASER.

5.1 Purchase and Sale of Participant Facility Products Share. In accordance with the terms and conditions of this Agreement, commencing on the earliest of (i) the date SCPPA is obligated to pay any portion of the costs of the Project, (ii) the effective date of the Power Purchase Agreement, or (iii) the date of the first delivery of Energy to Purchaser pursuant to this Agreement, and continuing through the term of this Agreement, except as otherwise provided herein, SCPPA shall provide Purchaser its Participant Facility Products Share of any and all products, rights, and benefits, whether tangible or intangible, received or obtained by SCPPA with respect to the Project, including without limitation the Facility Products, and Purchaser shall be responsible for and pay its Participant Facility Products Cost Share of any and all Total Power Costs associated with the acquisition of its Participant Facility Products Share and such associated products, rights, and benefits, as applicable, under the Power Purchase Agreement and any other applicable Project Agreement, including 5 Item14 Page12of226
purchase or acquisition of any rights pursuant to the Power Purchase Agreement and any other applicable Project Agreement.

5.2 Facility Products and Deliverables. SCPPA shall provide and Purchaser shall purchase and receive Purchaser’s Participant Facility Products Share of the Facility Products pursuant to the terms of this Agreement. To the extent permitted by the Power Purchase Agreement, the applicable Project Agreements, or otherwise determined by the Board of Directors, SCPPA will endeavor to take such actions or implement such measures as may be necessary or desirable for the utilization, maintenance or preservation of the rights and interests of Purchaser in the Project including, if appropriate, such enforcement actions or other measures as the Board of Directors deems to be in the Purchaser’s best interests. To the extent such services are available and can be implemented in accordance with the Power Purchase Agreement or other applicable Project Agreements, SCPPA shall also provide such other services, as approved by the Board of Directors, as may be deemed necessary to secure the benefits and/or satisfy the obligations associated with the Power Purchase Agreement or other applicable Project Agreements. SCPPA shall use its best efforts, on behalf of Purchaser to secure the benefits of the transactions contemplated under the Power Purchase Agreement or other applicable Project Agreements including the delivery of the Facility Products, as applicable, contemplated by this Agreement, and shall endeavor to maintain and secure the rights and benefits accruing to SCPPA through the Power Purchase Agreement and the other applicable Project Agreements.

5.3 Project Manager. SCPPA or its designee or designees shall act as Project Manager as provided in this Agreement to administer the Project, or cause the Project to be administered, as provided in this Agreement or pursuant to assignments, instructions or requests by the Coordinating Committee or the Board of Directors, or through any project management or agency agreement, or contracts for services between SCPPA and a third party. Prior to appointment of a Project Manager (other than SCPPA), SCPPA shall consult with the SCPPA Participant as to such appointment.

5.4 Adoption of Annual Budget. The Annual Budget and any amendments to the Annual Budget shall be prepared and approved in accordance with Sections 5.4.1, 5.4.2 or 5.4.3, respectively.

5.4.1 SCPPA will prepare and submit to Purchaser a proposed Annual Budget at least sixty (60) Days prior to the beginning of each Power Supply Year. In connection with the preparation of the Annual Budget, SCPPA shall incorporate therein the Operating Budget for such Power Supply Year as prepared by the Project Manager and approved by the Board of Directors.

Purchaser may then submit to SCPPA, at any time until the Annual Budget is adopted, any matters or suggestions relating to the Annual Budget. SCPPA shall adopt the Annual Budget not less than thirty (30) nor more than sixty (60) Days prior to the beginning of such Power Supply Year and shall cause copies of such adopted Annual Budget to be delivered to the Purchaser; provided, however, the Annual Budget for the first Power Supply Year shall be prepared, considered, adopted and delivered in the most practicable manner available prior to Commercial Operation of the Facility.
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5.4.2 As required from time to time during any Power Supply Year, after seven Days’ written notice to the Purchaser, SCPPA may, pursuant to the foregoing provisions for adopting the Annual Budget, adopt an amended Annual Budget for and applicable to such Power Supply Year for the remainder of such Power Supply Year. The Annual Budget shall establish the basis for monthly Billing Statements to be sent to each SCPPA Participant, as provided in Section 7 hereof.

5.4.3 Any adjustment, and any other or further mechanism for adjustment, as may be required to address the variability of costs of operation of the Project at any time during the Power Supply Year or the variability of or addition to any other Annual Budget component, may be incorporated into the Annual Budget as provided above, or by any amendment to an Annual Budget at any time during any Power Supply Year upon the seven (7) Days’ written notice to the Purchaser as set forth in Section 5.4.2.

5.5 Reports. SCPPA will prepare and issue to Purchaser the following reports as soon as reasonably practicable after the end of each quarter of a Power Supply Year:

5.5.1 Financial and operating statement relating to the Project.

5.5.2 Variance report comparing the costs in the Annual Budget versus actual costs, and the status of other cost-related issues with respect to the Project.

5.6 Records and Accounts. SCPPA will keep, or cause to be kept, accurate records and accounts of each of the properties and facilities comprising the Project as well as of the operations relating to the Project, all in a manner similar to accepted accounting methodologies associated with similar projects. All transactions of SCPPA relating to the Project with respect to each Fiscal Year shall be subject to an annual audit.

Purchaser shall have the right at its own expense to examine and copy the records and accounts referred to above on reasonable notice during regular business hours.

5.7 Provide Information. Purchaser agrees to supply SCPPA, upon reasonable request during regular business hours, with such information, documentation, and certifications as SCPPA shall reasonably determine to be requisite to and necessary or desirable for the administration and ongoing activities of the Project, including information reasonably available to allow SCPPA to respond to requests for such information from any federal, state, or local regulatory body or other authority.

5.8 Consultants and Advisors Available. SCPPA shall make available to the Project Manager (if other than SCPPA) and to the SCPPA Participants all consultants and advisors that are retained by SCPPA, and such consultants and advisors shall be authorized to consult with and advise the Project Manager and SCPPA Participants on Project matters.

5.9 Liquidated Damages. Any amounts paid to SCPPA as and for Daily Delay Damages, Shortfall Damages, or any other damages owed to SCPPA by the Power Purchase Provider as provided under the Power Purchase Agreement shall be remitted to the SCPPA Participants in accordance with their respective Participant Facility Products 7 Item14 Page14of226
Shares.

5.10 Grid Charging Energy. Purchaser shall be responsible for and shall supply, or cause the supply, to SCPPA at the Point of Delivery any Grid-Charging Energy desired by Purchaser to be directed to the BESS in accordance with the Power Purchase Agreement. Purchaser shall coordinate, schedule, and do all other things deemed necessary or appropriate, except as otherwise prohibited under this Agreement, to provide for the delivery of such Grid-Charging Energy from the grid to the Point of Delivery to enable SCPPA to exercise its rights and obligations in connection with GridCharging Energy in accordance with the requirements of the Power Purchase Agreement. Notwithstanding anything in this Agreement to the contrary, Purchaser shall be obligated to cover any costs and all other liabilities associated with the scheduling, use, or charging of such Grid-Charging Energy under the Power Purchase Agreement.

6. COORDINATING COMMITTEE.

6.1 Establishment and Authorization of the Coordinating Committee.

6.1.1 The Coordinating Committee is hereby established and duly authorized to act on behalf of the SCPPA Participants as provided in this Section 6 for the purpose of (i) providing coordination among, and information to, the SCPPA Participants and SCPPA, (ii) the administration of the Power Purchase Agreement, (iii) the administration of the Project Agreements, (iv) making any recommendations to the Board of Directors regarding the administration of the Project and any acquisitions related thereto and (v) execution of the Coordinating Committee responsibilities set forth in Section 6.2 hereof, including the various financial, administrative, and technical matters which may arise from time to time in connection with the Project or the administration thereof, and such further developments as may need to be addressed.

6.1.2 The Coordinating Committee shall consist of one designated representative from each SCPPA Participant and a non-voting representative from SCPPA. Each of the SCPPA Participants shall be entitled to cast a vote equal to its Participant Facility Products Cost Share as set forth in Appendix B hereof. Within thirty (30) Days after SCPPA has entered into this Agreement, Purchaser shall provide notice to SCPPA and each other SCPPA Participant of its representative on the Coordinating Committee. An alternate representative may be appointed by similar written notice. The alternative representative so appointed may act on the Coordinating Committee, or on any subcommittee established by the Coordinating Committee, in the absence of such SCPPA Participant’s primary designated representative. An alternate representative may attend all meetings of the Coordinating Committee but may vote only if the representative for whom she/he serves as alternate is absent. Purchaser shall promptly give written notice concurrently to each other SCPPA Participant and SCPPA of any change in the designation of its representative or alternative representative on the Coordinating Committee or any subcommittee. SCPPA shall promptly give written notice to Purchaser and each other SCPPA Participant of any changes in the designation of its
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representative on the Coordinating Committee or any subcommittee.

6.1.3 No representative of any of the SCPPA Participants shall exercise any greater authority than permitted for the SCPPA Participant which she/he represents.

6.1.4 The Project Manager shall promptly call a meeting of the Coordinating Committee at the request of any representative of the SCPPA Participants in a manner and to the extent permitted by law.

6.1.5 For the purpose of conducting meetings, a quorum shall exist so long as SCPPA’s representative and the representatives of the SCPPA Participants holding not less than eighty percent (80%) of the total Participant Facility Products Cost Shares shall be present.

6.1.6 Except as may otherwise be provided in an agreement to which all of the SCPPA Participants agree, all actions taken by the Coordinating Committee shall require an affirmative vote of SCPPA Participants having Participant Facility Products Cost Shares aggregating at least eighty percent (80%) of the total Participant Facility Products Cost Shares. Unless the Board of Directors shall otherwise determine to require a majority vote pursuant to the terms of the Joint Powers Agreement, all actions with respect to the Project taken by the SCPPA Board of Directors shall require an affirmative vote of at least eighty percent (80%) of the Project Votes (as defined in SCPPA’s Joint Powers Agreement, dated as of November 1, 1980, as amended from time to time) cast thereon.

Notwithstanding the forgoing, however, if a proposed action before the Coordinating Committee or the Board of Directors relates solely to the interests of a single SCPPA Participant (other than Purchaser) and Purchaser determines, in good faith, that such proposed action will not adversely affect, economically or otherwise, its interests, then Purchaser agrees that it shall not unreasonably withhold its affirmative vote with respect to such proposed action.

6.1.7 Purchaser acknowledges and agrees that SCPPA, through the Coordinating Committee or the Board of Directors, as applicable, may from time to time enter into Project Agreements or amendments of and supplements to the applicable Project Agreements (in accordance with their respective terms) and that, except as provided herein or as otherwise provided by resolution of the Board of Directors, SCPPA will not be required to obtain the consent or approval of Purchaser in connection with any such Project Agreement or supplement or amendment, provided that any such amendment shall be approved by the Coordinating Committee or the Board of Directors in the manner provided by this Agreement.

6.1.8 Conducting of Coordinating Committee meetings and actions taken by the Coordinating Committee may be taken by vote given in an assembled meeting or by telephone, video conferencing, telegraph, telex, letter, e-mail or by any combination thereof, to the extent permitted by law, any such action taken shall be recorded in the minutes or other written records for the Coordinating Committee meetings.
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6.2 Coordinating Committee Responsibilities. In addition to those responsibilities enumerated in Section 6.1, the Coordinating Committee shall have the following responsibilities:

6.2.1 Provide liaison between SCPPA and the SCPPA Participants at the management or other levels with respect to the ongoing administration of the Project and maintain a liaison between the SCPPA Participants and all other SCPPA members with respect to the Project, and where the Coordinating Committee deems it appropriate, maintain a liaison with the counterparties to any Project Agreements and with any other entities or utilities engaged in or in connection with other renewable energy projects.

6.2.2 Exercise general supervision over any subcommittee established pursuant to Section 6.5.

6.2.3 Review, develop, discuss, and, if appropriate, recommend, modify or approve all budgets and revisions thereof prepared and submitted by SCPPA or the Project Manager at the request of the Coordinating Committee.

6.2.4 Review, develop, discuss, and, if appropriate, modify, approve or otherwise act upon any systems or procedures for adjustment of the Annual Budget or any alternative methodologies for budgeting or billing as set forth in Section 5 and Section 7 of this Agreement.

6.2.5 Carry out all other actions reposed in the Coordinating Committee with respect to budgeting and billing as set forth in Section 5 and Section 7 of this Agreement.

6.2.6 Review, discuss and attempt to resolve any disputes among the SCPPA Participants or the parties to any Project Agreements including, without limitation, the Power Purchase Provider, the counterparty under the Power Purchase Agreement or any other counterparty with respect to any Project Agreement.

6.2.7 Make recommendations to the Project Manager, the Board of Directors or to the counterparties to any of the Project Agreements, as appropriate, with respect to the ongoing administration of the Project.

6.2.8 Review, develop, and if appropriate, modify and approve rules, procedures, and protocols for the administration of the Project or Project Agreements, including rules, procedures, and protocols for the management of the costs of the scheduling, handling, tagging, dispatching, and crediting of Facility Products and the handling and crediting of Environmental Attributes associated with the Project.

6.2.9 Review, and, if appropriate, modify, approve or otherwise act upon the form or content of any written statistical, administrative, or operational reports, solar energy related data, electric generation information, solar energy production data, battery storage performance data, technical information, facility 10 Item14 Page17of226
reliability data, transmission information, forecasting, scheduling, dispatching, tagging, parking, exchanging, balancing, movement, or other delivery information, climate and weather related matters, regulatory matters or requirements, and other information and other similar records or matters pertaining to the Project which are furnished to the Coordinating Committee by the Project Manager as requested by the Coordinating Committee, or by the counterparties to Project Agreements, experts, consultants or others.

6.2.10 Review, and, if appropriate, modify, approve, or otherwise act upon, practices and procedures as formulated by the Project Manager as requested by the Coordinating Committee or, if applicable, the counterparty to any Project Agreement, to be followed by the SCPPA Participants for, among other things, the production, scheduling, tagging, transmission, delivery, balancing, exchanging, crediting, tracking, monitoring, remarketing, sale or disposition of Facility Products, including the control and use of the BESS, and the supply, scheduling and use of Grid-Charging Energy. For avoidance of doubt, upon SCPPA’s delivery and sale of Facility Products to Purchaser at the Point of Delivery, Purchaser shall have full unilateral rights to remarket, sell or otherwise dispose of such Facility Products.

6.2.11 Review, modify and approve, if appropriate, any activities with respect to the performance of any Project Agreement, including policies for selection and utilization of contractors and consultants included in the budgets with respect to the Project. In approving such activities, consideration may be given, if possible, to each SCPPA Participant’s electric power system conditions, which may prevail during such planned activities.

6.2.12 Review, and, if appropriate, recommend, modify, approve or otherwise act with respect to the exercise of SCPPA’s rights under the Power Purchase Agreement or review, recommend, approve or otherwise act with respect to the procurement of resources in connection with the Power Purchase Agreement.

6.2.13 Review, modify, approve or otherwise act upon any proposed change, extension or modification of any date set forth in Appendix I of the Power Purchase Agreement of the milestone schedule or to any Milestone under the Power Purchase Agreement as the Coordinating Committee shall deem to be desirable, appropriate or otherwise in SCPPA’s interest. The Coordinating Committee may impose such other terms, conditions or qualifications upon any such action as the Coordinating Committee shall deem appropriate.

6.2.14 Review and act upon any present, potential or possible future anticipated failure to deliver Guaranteed Delivered Energy under the Power Purchase Agreement in such manner as the Coordinating Committee shall deem appropriate.

6.2.15 Review, and if appropriate, recommend, modify or approve practices and procedures formulated by the Project Manager, as requested by the Coordinating Committee, or by any counterparty to any Project Agreements giving due recognition to the needs, rights and electric system requirements and capabilities of all SCPPA Participants.
11 Item14 Page18of226

6.2.16 Review and act upon any matters involving any of the Power Purchase Agreement, any guarantee or letter of credit delivered to or for the benefit of SCPPA by the Power Purchase Provider or any other counterparty to any Project Agreement in connection with the Project, and take such actions or make such recommendations as may be appropriate or desirable in connection therewith.

6.2.17 Review, modify or approve recommendations of the Project Manager or counterparties made pursuant to the provisions of any Project Agreement.

6.2.18 Review, modify and where appropriate, recommend or approve the implementation of metering technologies and methodologies appropriate for the delivery, accounting for, transferring and crediting of the Facility Products to the Point of Delivery or to other points or destinations, as applicable, directly or through the BESS.

6.2.19 Review, modify and where appropriate, recommend or approve all Consent Agreements.

6.2.20 Review, examine modify and where appropriate, recommend or approve the implementation of methods for addressing curtailments or other interruptions having a tendency to cause Deemed Generated Energy.

6.2.21 Review, modify and where appropriate, recommend or approve the implementation of practices and procedures to implement the provisions of Section 9 herein, as may be applicable with respect to any of the SCPPA Participants, provided, that such action shall require the affirmative vote of Purchaser’s representative if such adjustment would change Purchaser’s Participant Facility Products Share, Purchaser’s Participant Facility Products Cost Share and the associated SCPPA capacity amounts.

6.2.22 Review and approve adjustments to the Participant Facility Products Shares and the Participant Facility Products Cost Shares set forth in Appendix B of this Agreement when and as required by this Agreement; provided, that such resolution shall require the affirmative vote of Purchaser’s representative if such adjustment would change its Participant Facility Products Share and its Participant Facility Products Cost Share.

6.2.23 Perform such other functions and duties as may be provided for under this Agreement, the Power Purchase Agreement, or any other applicable Project Agreement or as may otherwise be appropriate or beneficial to the Project.

6.3 Management Decisions and the Role of Board of Directors. To the extent not provided for under this Agreement, the rights and obligations of SCPPA under the Project Agreements shall be subject to the ultimate control at all times of the Board of Directors. Purchaser shall be entitled to participate in the decisions of the Board of Directors with respect to SCPPA’s rights and interests with respect to the Project as provided in this Section 6.3, provided that Purchaser shall disqualify its right to participate upon assuming the status of a Defaulting Purchaser as provided in Section 12 Item14 Page19of226
11 of this Agreement. SCPPA, through the Board of Directors shall have, in addition to the duties and responsibilities set forth elsewhere in this Agreement, the following duties and responsibilities, among others:

6.3.1 Dispute Resolution. The Board of Directors shall endeavor to review, discuss and attempt to resolve any disputes among SCPPA, the SCPPA Participants and the counterparties under the Project Agreements relating to the Project, the operation and management of the Facility, and SCPPA’s rights and interests with respect to the Facility.

6.3.2 Scheduling Procedures. When recommended by the Project Manager, or when otherwise appropriate, the Board of Directors shall act upon and approve or modify the practices and procedures to be followed by the SCPPA Participants for scheduling, delivering, controlling and allocating the Facility Products and the use and control of the BESS.

6.3.3 Project Agreements. The Board of Directors shall have the authority to approve the Project Agreements, including agreements for scheduling coordinator services, if any, and to review, modify, and approve, as appropriate, all amendments, modifications and supplements to the Project Agreements.

6.3.4 Budgeting. The Board of Directors shall review, modify, and approve each Annual Budget and the revisions thereto in accordance with Section 5.4 of this Agreement.

6.3.5 Application of Certain Payments Under the Power Purchase Agreement. The Board of Directors shall review, modify, and approve recommendations of the Project Manager as to the application of any payments or amounts received by SCPPA from any source or as a result of a Default by the Power Purchase Provider under the Power Purchase Agreement or other non- compliance with the Power Purchase Agreement as provided therein; provided that such payments and amounts shall be applied to one or more of the purposes set forth in Section 4.3 to the credit of Purchaser and the other SCPPA Participants in proportion to their respective Participant Facility Products Cost Share.

6.3.6 Other Matters. The Board of Directors is authorized to perform such other functions and duties, including oversight of those matters and responsibilities addressed by the Project Manager, as may be provided for under this Agreement and under the other Project Agreements, or as may otherwise be appropriate.

6.4 Periodic Audits. The Board of Directors or the Coordinating Committee may arrange for the annual audit under Section 5.6 of this Agreement by certified accountants, selected by SCPPA and experienced in electric generation or electric utility accounting, of the books and accounting records of SCPPA, and where deemed appropriate the Project Manager (if other than SCPPA), the Power Purchase Provider (to the extent provided under the Power Purchase Agreement) and any other counterparty under any Project Agreement to the extent allowable, and any cost reimbursable to a consultant 13 Item14 Page20of226
or contractor relevant to the administration of the Project, and such audit shall be completed and submitted to SCPPA as soon as reasonably practicable after the close of the Fiscal Year. SCPPA shall promptly furnish to Purchaser copies of all audits. No more frequently than once every calendar year, the Purchaser may, at its sole cost and expense, audit or cause to be audited the books and cost records of SCPPA, the Project Manager (if other than SCPPA), the counterparty under any Project Agreement to the extent so provided in the applicable Project Agreement, and any cost reimbursable to a consultant or contractor relevant to the administration of the Project.

6.5 Additional Committees. The Board of Directors may establish as needed subcommittees including, but not limited to, auditing, legal, financial, engineering, mechanical, weather, diurnal, barometric, meteorological, operating, insurance, governmental relations, environmental and public information subcommittees. The authority, membership, and duties of any subcommittee shall be established by the Board of Directors; provided, however, such authority, membership or duties shall not conflict with the provisions of any of the Project Agreements.

6.6 Costs of Consultants. Costs (or the applicable portion thereof) of consultants and others employed or appointed by the Board of Directors or the Coordinating Committee to perform the duties required hereunder shall be included in Total Power Costs, as appropriate, and shall be billed to SCPPA or the Project Manager (if other than SCPPA).

6.7 Participating Member Representative Expenses. Any expenses incurred by any representative of any Participating Member or group of Participating Members serving on the Coordinating Committee or any other committee in connection with his/her duties on such committee shall be the responsibility of the Participating Member which he/she represents and shall not be an expense payable under this Agreement.

7. CHARGES AND BILLINGS.

7.1 Monthly Costs. The amount of monthly costs which shall be paid by Purchaser to SCPPA for a particular Month (“Monthly Costs”) shall be the sum of the following, as applicable, subject to any adjustments as provided in Section 12 hereof:

7.1.1 Purchaser’s Participant Facility Products Cost Share multiplied by the Delivery Output Cost Component of Total Power Costs (as provided in Section 4.3.1) for such Month.

7.1.2 Purchaser’s Participant Facility Products Cost Share multiplied by the Power Purchase Agreement General and Administrative Cost Component of Total Power Costs (as provided in Section 4.3.2 hereof) for such Month.

7.1.3 Purchaser’s share of the Supplementary Services Cost Component of Total Power Costs (as provided in Section 4.3.3 hereof) based on Purchaser’s allocated share of any such services procured by SCPPA on behalf of the Purchaser for such Month.

7.1.4 Purchaser’s Participant Facility Products Cost Share multiplied by the Reserve 14 Item14 Page21of226
Funds Cost Component of Total Power Costs (as provided in Section 4.3.4 hereof) for such Month.

7.1.5 Purchaser’s Participant Facility Products Cost Share multiplied by the Power Purchase Agreement Cost Component of Total Power Costs (as provided in Section 4.3.5 hereof) for such Month.

7.2 Billing Statement. By the fifth Day of each Month during each Power Supply Year, SCPPA shall bill Purchaser for the amount of Monthly Costs to be paid by Purchaser for the current Month by providing Purchaser with a Billing Statement in accordance with the charges established pursuant to the provisions of this Agreement; provided, however, that such Billing Statement, with respect to the cost of Facility Products provided by SCPPA to Purchaser under this Agreement, shall also include with respect to the performance by SCPPA or the counterparty under and pursuant to applicable Project Agreements, any charge or credit to Purchaser with respect to the costs or revenues attributable to Purchaser pursuant to and under any applicable Project Agreement. Such Billing Statement shall detail the costs described in Section 7.1 hereof and shall set forth, among other things, the amounts due for such Month by Purchaser with respect to the items of Monthly Costs set forth in Section 7.1, as such Monthly Costs may be adjusted from time to time in accordance with Section 5 and this Section

7. Such Billing Statement shall be paid by Purchaser on or before twenty (20) Days after receipt of such Billing Statement.

7.3 Adoption of Alternative Billing Statement Procedures. The Coordinating Committee may recommend the adoption of an alternative Billing Statement billing methodology in connection with each SCPPA Participant’s Billing Statement with respect to the Total Power Costs and the costs associated with any Project Agreement. Such alternative Billing Statement procedures may be placed into effect with the approval of the same by resolution of the Board of Directors. Any such alternative Billing Statement billing methodology shall be fiscally prudent, financially sound and shall assure coverage of all potential and actual costs and obligations of SCPPA.

7.4 Disputed Monthly Billing Statement. In case any portion of any Billing Statement received by Purchaser from SCPPA shall be in bona fide dispute, Purchaser shall pay SCPPA the full amount of such Billing Statement and, upon determination of the correct amount, the difference between such correct amount and such full amount, if any, including interest at the rate received by SCPPA on any overpayment, will be credited to Purchaser by SCPPA after such determination; provided, however, that such interest shall not accrue on any overpayment that is acknowledged by SCPPA and returned to Purchaser by the fifth Day following the receipt by SCPPA of the disputed overpayment. In the event such Billing Statement is in dispute, SCPPA will give consideration to such dispute and will advise Purchaser with regard to SCPPA’s position relative thereto within thirty (30) Days following receipt of written notification by Purchaser of such dispute.

7.5 Reconciliation of Monthly Costs. As soon as practicable after the end of each Power Supply Year, or more frequently if so determined by the Board of Directors, SCPPA will submit to Purchaser and each of the other SCPPA Participants a detailed statement of the actual aggregate Monthly Costs and other amounts payable hereunder, including 15 Item14 Page22of226
any credits thereto, for all of the Months of such Power Supply Year, and the adjustments of the aggregate Monthly Costs and other amounts payable hereunder, if any, for any prior Power Supply Year, based on the annual audit of accounts provided for in Section 5.6. If, on the basis of the statement submitted as provided in this Section

7.5, the actual aggregate Monthly Costs and other amounts payable by the Purchaser for any Power Supply Year exceed the amount thereof which Purchaser has been billed, Purchaser shall pay SCPPA, within twenty (20) Days after receipt of SCPPA’s invoice, the amount to which SCPPA is entitled. If, on the basis of the statement submitted pursuant to this Section 7.5, the actual aggregate Monthly Costs or other amounts payable by the Purchaser for any Power Supply Year are less than the amount therefor which Purchaser has been billed, SCPPA shall, unless otherwise directed by Purchaser with respect to moneys owed to it, credit such excess against Purchaser’s next monthly Billing Statement.

7.6 Other or Additional Cost Reconciliation Mechanisms. The Board of Directors may, by resolution, authorize or prescribe other billing, payment, costing and cost reconciliation mechanisms to address such billing, payment, costing and cost reconciliation issues as may from time to time arise with respect to the Project.

7.7 Prepayment of Monthly Costs. Purchaser may, at any time, pay moneys to SCPPA or utilize any credits due or amounts owed by SCPPA to Purchaser with respect to the Project for the purpose of prepaying its monthly Billing Statement. Such moneys and amounts owed by SCPPA under any Project Agreement shall be deposited into an account established by, or at the direction of, SCPPA. Consistent with SCPPA’s investment policy, moneys in such account shall be invested pursuant to instructions provided to SCPPA by Purchaser and all investment income shall be credited to such account. Payment of the amount of any monthly Billing Statement or Default Invoice shall be made from moneys available in such account to the extent set forth in written directions from Purchaser to SCPPA received at least five business days prior to the due date of such payment. Any credit or prepayment with respect to its monthly Billing Statement shall not relieve or reduce Purchaser’s other obligations under this Agreement.

9. UNCONDITIONAL PAYMENT OBLIGATIONS; RATE COVENANT;
AUTHORIZATIONS; CONFLICTS; LITIGATION.

8.1 Unconditional Payment Obligation. Beginning with the earliest of (i) the date SCPPA incurs or becomes obligated to pay any portion of the costs of the Project, (ii) the effective date of any Project, or (iii) the date of the first delivery of Facility Products to Purchaser and continuing through the term of this Agreement, Purchaser shall pay SCPPA the amounts of Monthly Costs set forth in the Billing Statements submitted by or on behalf of SCPPA to Purchaser in accordance with the provisions of Section 7 hereof and, without duplication, any amount set forth in any Default Invoice received by Purchaser as a result of the operation of Section 11 hereof, whether or not this Agreement has been terminated, or the Project or any part thereof has been completed, is functioning, producing, operating or operable or its output is suspended, interrupted, interfered with, reduced or curtailed or terminated in whole or in part, and such payments shall not be subject to reduction whether by offset or otherwise and shall not be conditional upon the performance or nonperformance by any party of any agreement 16 Item14 Page23of226
for any cause whatsoever.

8.2 Source of Payments. Purchaser hereby represents and warrants that the obligations of Purchaser to make the payments to SCPPA under this Agreement shall constitute a cost of purchased power and an operating expense of Purchaser payable solely from its electric power revenue fund, including any and all legally available electric power system reserves. Purchaser will annually in each and every fiscal year of Purchaser during the term of this Agreement include in its electric power system budget, whether or not any other items are included, an appropriation from the revenues of its electric power system (including moneys derived from sales to third parties) sufficient to satisfy all the payments required to be made in such year under this Agreement until all payments required under this Agreement have been paid in full.

8.3 Rate Covenant. Purchaser will establish, maintain and collect rates and charges for the electric power service of its electric power system each year so as to provide revenues sufficient, together with any legally available electric power system reserves, to enable Purchaser to pay to SCPPA all amounts payable when due under this Agreement and to pay all other amounts payable from, and all lawful charges against or liens on, the revenues of its electric power system.

8.4 Authorizations. Purchaser hereby represents and warrants that no order, approval, consent or authorization of any governmental or public agency, authority or person, is required on the part of Purchaser for the execution and delivery by the Purchaser of this Agreement, or the performance by Purchaser of its obligations under this Agreement except for such as have been obtained.

8.5 Conflicts. Purchaser represents and warrants to SCPPA as of the Effective Date that, to Purchaser’s knowledge, the execution and delivery of this Agreement by Purchaser, and Purchaser’s performance thereunder, will not constitute a default under any agreement or instrument to which it is a party, or any order, judgment, decree or ruling of any court that is binding on Purchaser, or a violation of any applicable law of any governmental authority, which default or violation would have a material adverse effect on the financial condition of Purchaser’s electric power revenue fund.

8.6 Litigation. Purchaser represents and warrants to SCPPA as of the Effective Date that, to Purchaser’s knowledge, except as disclosed, there are no actions, suits or proceedings pending against Purchaser (service of process on Purchaser having been made) in any court that questions the validity of the authorization, execution or delivery by Purchaser of this Agreement, or the enforceability as to Purchaser of this Agreement.

9. OTHER TERMS AND SERVICES.

9.1 Delivery Procedures. Prior to the time at which any Energy is to be delivered to Purchaser from the Facility, to the extent applicable, Purchaser shall schedule and be obligated to take delivery of Energy to be delivered under this Agreement. The Facility Products generated and produced from the Project (directly or through the BESS) shall be scheduled and delivered at the Point of Delivery under the practices and procedures approved pursuant to Section 6.2, as applicable, all in accordance with the Power 17 Item14 Page24of226
Purchase Agreement.

9.2 Other Services and Transmission From Point of Delivery. It is the obligation of Purchaser to receive its Participant Facility Products Share from SCPPA all in accordance with the Power Purchase Agreement However, to the extent specified by Purchaser, and to the extent practicable for SCPPA to do so, SCPPA shall assist in arranging for Supplementary Services and for such additional transmission, interconnection arrangements, energy management, firming, shaping, swaps, exchanges or other services associated with the transmission, use or disposition of Facility Products to be utilized by the Purchaser and to provide for delivery, accounting for, transferring and crediting the ownership and transfer of such Facility Products from the Point of Delivery to any other points or destinations, as determined by the Purchaser.

9.3 Energy Services. Except as otherwise provided in this Agreement, nothing herein shall prevent or restrict Purchaser from providing for its own transmission, energy management services, firming, balancing, or exchanging services or otherwise using or dispatching its Energy under this Agreement; provided, however, that such services, use or activities shall not affect any of the obligations of Purchaser under this Agreement.

9.4 [Reserved.]

9.5 [Reserved.]

9.6 Transfer of Environmental Attributes to Purchaser. SCPPA shall transfer all Environmental Attributes received by SCPPA under the Power Purchase Agreement to each Purchaser based upon the Participant Facility Products Share of such SCPPA Participant in the same manner by which SCPPA receives Environmental Attributes.

10. PROJECT SPECIFIC MATTERS AND PURCHASER RIGHTS AND OBLIGATIONS UNDER PROJECT AGREEMENTS.

10.1 Rights and Obligations under the Project Agreements. Notwithstanding anything to the contrary contained herein: (i) the obligation of SCPPA to deliver to Purchaser its Participant Facility Products Share during the term of this Agreement is limited to the Facility Products which SCPPA receives from the Power Purchase Provider for redelivery to Purchaser hereunder during such time; (ii) the obligation of SCPPA to pay any amount to Purchaser hereunder or to give credits against amounts due from Purchaser hereunder is limited to amounts SCPPA receives in connection with the transaction to which the payment or credit relates (or is otherwise available to SCPPA in connection with this Agreement for which such payment or credit relates); (iii) any purchase costs, operating costs, energy costs (including any costs related to GridCharging Energy), capacity costs, BESS costs, environmental attribute costs, transmission costs, tax costs, insurance costs, indemnifications, other costs or other charges for which SCPPA is responsible under the Project Agreements shall be considered purchase costs, operating costs, energy costs (including any costs related to Grid-Charging Energy), capacity costs, BESS costs, environmental attribute costs, transmission costs, tax costs, insurance costs, indemnifications, other costs or other 18 Item14 Page25of226
charges incurred by SCPPA and payable by Purchaser as provided in this Agreement; and (iv) any Force Majeure under the Power Purchase Agreement or other event of force majeure affecting the delivery of Energy pursuant to applicable provisions of the Project Agreements shall be considered an event caused by Uncontrollable Forces affecting SCPPA with respect to the delivery of Facility Products hereunder and SCPPA forwarding to Purchaser notices and information from the Power Purchase Provider concerning an event of Force Majeure upon receipt thereof shall be sufficient to constitute a notice that Uncontrollable Forces have occurred pursuant to Section 12.2 of this Agreement. Any net proceeds received by SCPPA from the sale of Guaranteed Delivered Energy by the Power Purchase Provider to any third-party purchaser as a result of a Force Majeure event or failure by SCPPA to accept delivery of Energy pursuant to the Power Purchase Agreement and any reimbursement received by SCPPA for purchase of Replacement Product shall be remitted by SCPPA to Purchaser in accordance with its Participant Facility Products Cost Share.

10.2 Revision of Appendix B. The Parties agree that adjustments of the Participant Facility Products Shares and Participant Facility Products Cost Shares in Appendix B in compliance with this Agreement shall be made and treated as an element of administration and not an amendment of this Agreement. The revised Appendix B shall become Appendix B to this Agreement in replacement of the prior Appendix B hereof.

11. NONPERFORMANCE AND PAYMENT DEFAULT.

11.1 Nonperformance by Purchaser. If Purchaser shall fail to perform any covenant, agreement or obligation under this Agreement or shall cause SCPPA to be in default with respect to any undertaking entered into for the Project or to be in default under the Power Purchase Agreement, or any other Project Agreement, as applicable, or cause a default to occur pursuant to such agreements, SCPPA may, in the event the performance of any such obligation remains unsatisfied after thirty (30) Days’ prior written notice thereof to the Purchaser and a demand to so perform, take any action permitted by law to enforce its rights under this Agreement, including but not limited to termination of this Agreement, and/or (unless SCPPA has already taken action pursuant to the immediately following sentence) bring any suit, action or proceeding at law or in equity as may be necessary or appropriate to recover damages and/or enforce any covenant, agreement or obligation against the Purchaser with regard to its failure to so perform.

11.2 Notice of Payment Default. In the event of a Payment Default by Purchaser, on or promptly following the Initial Payment Default Date SCPPA shall issue a Default Invoice and shall provide written notice to Purchaser that as a result of a Payment Default, it is in default under this Agreement and has assumed the status of a Defaulting Purchaser and that Purchaser’s Project Rights are subject to discontinuance, termination and disposal in accordance with Sections 11.4 and 11.5 of this Agreement.

Notice of such Payment Default shall be provided promptly by SCPPA to the other SCPPA Participants. In addition to the foregoing, the notice of Payment Default shall specify that five (5) Days after the issuance of the written notice of Payment Default by SCPPA, deliveries of Facility Products to Purchaser pursuant to this Agreement shall be thereafter suspended until such time as Purchaser is in Compliance. SCPPA 19 Item14 Page26of226
may take any action through or in conjunction with the Power Purchase Provider or any other counterparty under a Project Agreement or with the Project Manager, if applicable, to expeditiously implement the provisions of this Section 11.

11.3 Cured Payment Default. If after a Payment Default Purchaser cures such Payment Default within the Cure Period, its Project Rights shall not be subject to discontinuance, termination or disposal as provided for in Sections 11.4 and 11.5 of this Agreement as a result of any Payment Default associated with such Cured Payment Default.

11.4 Failure to Cure Payment Default. If, at any time after expiration of the Cure Period Purchaser fails to be in Compliance due to its failure to cure its Payment Default in a timely manner in accordance with this Agreement, Purchaser’s Project Rights shall immediately be discontinued and terminated and its Project Rights and Obligations shall be disposed of by SCPPA in accordance with Section 11.5 of this Agreement; provided, however, the Defaulting Purchaser’s obligation to make payments under this Agreement shall not be eliminated or reduced except to the extent provided in Section

11.5. SCPPA shall provide to the Defaulting Purchaser a separate monthly invoice of any such payment obligations under this Agreement. SCPPA shall immediately notify the Project Manager (if other than SCPPA), the other SCPPA Participants and such others as SCPPA deems appropriate, of such discontinuance and termination of the Defaulting Purchaser’s Project Rights.

11.5 Treatment of the Defaulting Purchaser’s Project Rights and Obligations upon its Payment Default. In the event Defaulting Purchaser’s Project Rights are discontinued and terminated pursuant to Section 11.4 of this Agreement, SCPPA shall undertake or cause to be undertaken the following actions in the order indicated:

11.5.1 SCPPA shall, to the extent permitted under the Project Agreements, offer to convey, transfer and assign to all non-Defaulting SCPPA Participants, on a temporary or permanent basis as determined by SCPPA, the Project Rights and Obligations of the Defaulting Purchaser, and SCPPA shall so convey, transfer and assign on such basis so determined by SCPPA to (i) all requesting nonDefaulting SCPPA Participants the amount of Project Rights and Obligations requested if the aggregate of such requests does not exceed the amount of the Project Rights and Obligations of the Defaulting Purchaser, or (ii) all requesting non-Defaulting SCPPA Participants on a pro-rata basis (based upon the amount requested) if the aggregate of such requests exceeds the amount of the Project Rights and Obligations of the Defaulting Purchaser. Each such requesting non-Defaulting Participant shall assume all, but not less than all, Project Rights and Obligations so conveyed, transferred and assigned to it by SCPPA.

11.5.2 If one hundred percent (100%) of Defaulting Purchaser’s Project Rights and Obligations are not conveyed, transferred and assigned to non-Defaulting SCPPA Participants as provided in Section 11.5.1 of this Agreement, SCPPA shall, to the extent permitted under the Project Agreements and to the extent SCPPA in its discretion determines it appropriate, offer to convey, transfer and assign, on a temporary or permanent basis as determined by SCPPA, the remainder (or, all, if applicable) of Defaulting Purchaser’s Project Rights and 20 Item14 Page27of226
Obligations to third parties, all in accordance with applicable law. Each such requesting third party shall assume all, but not less than all, Project Rights and Obligations so conveyed, transferred and assigned to it by SCPPA. If such third party is a SCPPA Member but not a SCPPA Participant as defined herein, such SCPPA Member, upon accepting such conveyance, transfer and assignment on a permanent basis, shall be deemed a SCPPA Participant.

11.5.3 If, at any time or from time to time, any of the Project Rights and Obligations of the Defaulting Purchaser are not conveyed, transferred and assigned as provided in Sections 11.5.1 or 11.5.2 of this Agreement, SCPPA shall use its best efforts, to the extent reasonably possible and economically beneficial, to offer all nonDefaulting SCPPA Participants and third parties, for long-term or short-term sale as determined by SCPPA, Facility Products associated with such Project Rights and Obligations or to remarket or resell such Facility Products, or cause the same to be remarketed or resold; provided, however, that without eliminating Defaulting Purchaser’s obligation to make payments under this Agreement (notwithstanding anything to the contrary in this Agreement), including payment of SCPPA’s costs and expenses related to such default and sale, such payment obligation shall be offset, mitigated and satisfied to the extent that payments are received by SCPPA from the remarketing or sale of Facility Products associated with Defaulting Purchaser’s Project Rights.

11.5.4 If, at the time of any Coordinating Committee meeting, any of Defaulting Purchaser’s Project Rights and Obligations are not conveyed, transferred and assigned as provided in Sections 11.5.1 or 11.5.2, the associated voting rights with respect to Defaulting Purchaser’s Project Rights and Obligations shall be redistributed pro rata among the non-Defaulting SCPPA Participants, based upon the Participant Facility Products Share of such SCPPA Participant, so that the total voting rights remain at 100%.

11.5.5 Upon the termination, conveyance, transfer or assignment of a Defaulting Purchaser’s Project Rights and Obligations pursuant to Section 11.4 and this Section 11.5, SCPPA shall make any necessary adjustments to the Participant Facility Products Shares set forth in Appendix B and give written notice thereof to the non-Defaulting SCPPA Participants. Such adjustments shall not require approval by the Coordinating Committee.

11.5.6 Except as provided in this Section 11.5 or otherwise in this Agreement, SCPPA may not convey, transfer or assign any SCPPA Participant’s Project Rights and Obligations without the prior written consent of the SCPPA Participant.

11.6 Elimination or Reduction of Payment Obligations. Upon termination of Defaulting Purchaser’s Project Rights pursuant to Section 11.4 and conveyance, transfer or assignment of Defaulting Purchaser’s Project Rights and Obligations pursuant to Sections 11.5.1 or 11.5.2, Defaulting Purchaser’s obligation to make payments under this Agreement (notwithstanding anything to the contrary in this Agreement) shall not be eliminated or reduced except to the extent of moneys received by SCPPA as a result of the conveyance, transfer and assignment of Defaulting Purchaser’s Project Rights and Obligations, less SCPPA’s related costs and expenses.
21 Item14 Page28of226

11.7 Use of Reserve Funds. With respect to a Payment Default by Purchaser, funds in the Reserve Funds may be used, to the extent necessary and to the extent available, to cover any deficiency with respect to any payment due by SCPPA attributable to Purchaser’s participation in the Project.

11.8 Step-Up Invoices. Step-Up Invoices shall be issued in accordance with the provisions set forth below.

11.8.1 In the event of a Payment Default by one or more Defaulting SCPPA Participants, which is in existence following the Operating Reserve Depletion Date, SCPPA shall provide by the fifth Day of the Month following such Operating Reserve Depletion Date, a separate Step-Up Invoice to each nonDefaulting SCPPA Participant that includes a charge equal to the nonDefaulting SCPPA Participant’s pro rata share, based upon the Participant Facility Products Cost Shares of all non-Defaulting SCPPA Participants, of the amount of Monthly Costs reflected in the unpaid Billing Statements for the previous Month for such Defaulting Purchaser). Notwithstanding the foregoing, the amount of each monthly Step-Up Invoice provided to a nonDefaulting SCPPA Participant shall not exceed 100% of the aggregate amount of Monthly Costs that such non-Defaulting SCPPA Participant was billed in its Billing Statement for the Month preceding such monthly Step-Up Invoice.

11.8.2 Step-Up Invoices shall be due and payable within twenty (20) Days after the receipt thereof by the non-Defaulting SCPPA Participant, and payments to SCPPA with respect to Step-Up Invoices shall be separate from any other payments due under each SCPPA Participant’s Power Sales Agreement, including but not limited to monthly Billing Statement payments.

11.9 Application of Moneys Received from Step-Up Invoices Relating to the Project.

Moneys received by or on behalf of SCPPA from the payment of Step-Up Invoices relating to a Payment Default of a SCPPA Participant shall be applied in the following manner.

11.9.1 All moneys received from the SCPPA Participants with respect to the amount of Monthly Costs as set forth in the Step-Up Invoices, shall be applied toward the Defaulting SCPPA Participant’s Monthly Costs.

11.9.2 In the event a SCPPA Participant pays less than the total amount of its Step- Up Invoice, such SCPPA Participant shall be a Defaulting SCPPA Participant and its partial payment shall be allocated first toward the Monthly Costs of the Defaulting SCPPA Participant.

11.10 Application of Moneys Received from Default Invoices. Moneys received by or on behalf of SCPPA from the payment of Default Invoices shall be credited on each nonDefaulting SCPPA Participant’s next monthly Billing Statement or Billing Statements in an amount equal to the aggregate amount such non-Defaulting SCPPA Participant paid as a result of Step-Up Invoices with respect to such Default Invoice, plus a pro- rata share, based upon the Participant Facility Products Cost Shares of the nonDefaulting SCPPA Participants, of the amount SCPPA received regarding late payment 22 Item14 Page29of226
interest charges. In the event a Defaulting SCPPA Participant pays less than the full amount of its Default Invoice, the credit to each non-Defaulting SCPPA Participant shall be adjusted in proportion to such non-Defaulting SCPPA Participant’s Facility Products Cost Shares.

11.11 Application of Moneys Received from Compliance Payments. Moneys received by or on behalf of SCPPA from a Defaulting SCPPA Participant that makes payments to remain in Compliance with respect to a Payment Default, associated with a Defaulting SCPPA Participant’s payments to remain in Compliance, shall be credited on each nonDefaulting SCPPA Participant’s next monthly Billing Statement(s) in an amount equal to the aggregate amount such non-Defaulting SCPPA Participant paid as a result of Step-Up Invoices with respect to such Compliance payment, plus a pro rata share, based upon the Participant Facility Products Cost Shares of the non-Defaulting SCPPA Participants, of the amount SCPPA received regarding late payment interest charges.

11.12 Application of Moneys Received from Sale of Facility Products. Moneys received by or on behalf of SCPPA from the sale of Facility Products related to a Defaulting SCPPA Participant’s Project Rights and Obligations, as provided in Section 11.5.3 hereof, shall be applied in the following manner in order:

11.12.1SCPPA shall credit on each non-Defaulting SCPPA Participant’s next monthly Billing Statement(s) an amount up to, but not in excess of, the aggregate amount paid to SCPPA by such non-Defaulting SCPPA Participant with respect to each such non-Defaulting SCPPA Participant’s Step-Up Invoices.

11.12.2Following consultation with the non-Defaulting SCPPA Participants, SCPPA shall determine the disposition of any moneys received that are in excess of the aggregate amount of related Step-Up Invoices paid by non-Defaulting SCPPA Participants. Unless the Coordinating Committee determines otherwise, or except as otherwise required by law, the Defaulting SCPPA Participant shall have no claim or right to any such monies.

11.13 Purchaser shall be responsible for Purchaser’s Participant Facility Products Share of all claims, demands, liabilities, obligations, losses, damages (whether direct, indirect or consequential), penalties, actions, loss of profits, judgments, orders, suits, costs, expenses (including attorneys’ fees and expenses) or disbursements of any kind or nature whatsoever in law, equity or otherwise incurred or owed by SCPPA under the Power Purchase Agreement, including any Termination Payment incurred or owed by SCPPA to Power Purchase Provider thereunder.

12. CHARACTER, CONTINUITY OF SERVICE.

12.1 Outages, Interruptions and Curtailment of Energy Deliveries. The Power Purchase Provider, or other counterparty, may under certain conditions set forth in the applicable provisions of a Project Agreement or other applicable operating agreement, interrupt or curtail deliveries of Facility Products to SCPPA which SCPPA was to deliver to Purchaser. Should such an interruption or curtailment occur, Purchaser shall be credited with such revenues as are credited or paid to SCPPA on Purchaser’s behalf in accordance with Purchaser’s Participant Facility Products Share and shall be obligated 23 Item14 Page30of226
to pay any costs incurred by SCPPA in accordance with Purchaser’s Participant Facility Products Cost Share which are payable by SCPPA pursuant to the Power Purchase Agreement or any other applicable Project Agreement. SCPPA or the Project Manager (if other than SCPPA) or SCPPA’s agent will use its best efforts to apprise Purchaser of potential outages, interruptions or curtailments, the reason therefor and the probable duration thereof, when such outages, interruptions or curtailments can be deemed likely to occur.

12.2 Uncontrollable Forces. SCPPA shall not be required to provide, and SCPPA shall not be liable for failure to provide, Facility Products or other service under this Agreement when such failure or the cessation or curtailment of or interference with the service is caused by Uncontrollable Forces or by the inability of the Power Purchase Provider or other applicable counterparty to obtain any required governmental permits, licenses or approvals to enable the Power Purchase Provider to acquire, administer or operate the Project; provided, however, that Purchaser shall not thereby be relieved of its obligations to make payments under this Agreement except to the extent SCPPA is so relieved pursuant to the Project Agreements.

13. [RESERVED]

14. LIABILITY.

14.1 Participants’ Obligations Several. Except as otherwise provided in Section 11 of this Agreement, Purchaser and each of the other SCPPA Participants shall be solely responsible and liable for performance under its respective Power Sales Agreement. The obligation of Purchaser to make payments under this Agreement is a several obligation and not a joint obligation with those of the other SCPPA Participants under the other Power Sales Agreements to which such SCPPA Participants are parties.

14.2 No Liability of SCPPA, Directors, Officers, Etc. Each Party agrees that neither Party nor any of its past, present, future directors, officers, employees, board members, agents, attorneys or advisors and shall be liable to the other Party for loss of profits or direct or consequential loss or damage suffered by a released Party as a result of the performance or non-performance (excluding gross negligence or willful misconduct which, unless otherwise agreed to by the Parties, are both to be determined and established by a court of competent jurisdiction in a final, non-appealable order) of a releasing Party or any of its directors, officers, employees or agents under this Agreement. To the fullest extent permitted by law, Purchaser releases SCPPA and its directors, officers, employees and agents from any claim or liability (whether negligent or otherwise) as a result of any actions or inactions of SCPPA under this Agreement. No such performance or non-performance by SCPPA shall relieve Purchaser from its obligations under this Agreement, including its obligation to make payments required under this Agreement, and such undisputed payments shall not be subject to any reduction, whether by offset, counterclaim or otherwise. The provisions of this Section

14.2 shall not be construed so as to relieve SCPPA from any obligation under this Agreement.

14.3 Extent of Exculpation; Enforcement of Rights. The exculpation provision set forth in Section 14.2 hereof shall apply to all types of claims or actions including, but not 24 Item14 Page31of226
limited to, claims or actions based on contract or tort. Notwithstanding the foregoing, either Party may protect and enforce its rights under this Agreement by a suit or suits in equity for specific performance of any obligations or duty of the other Party, and each Party shall at all times retain the right to recover, by appropriate legal proceedings, any amount determined to have been an overpayment, underpayment or other monetary damages owed by the other Party in accordance with the terms of this Agreement.

14.4 Indemnification for Claims of Retail Customers. Purchaser shall assume all liability for any claim, action or judgment, whether or not caused by negligence, arising out of or in connection with electric service to any of its retail customers caused by the operation or failure of operation of the Facility or any portion thereof, and shall indemnify and hold harmless SCPPA from any such claim, action or judgment (including reasonable attorneys’ fees and other costs of defense).

14.5 Determination or Enforcement of Rights. Notwithstanding the provisions of Sections

14.2, 14.3 and 14.4 hereof, Purchaser or SCPPA may determine, protect and enforce its rights under this Agreement by a suit or suits in equity for specific performance of, or declaratory action with respect to, any obligation or duty hereunder or thereunder.

14.6 No Relief From Insurer’s Obligations. Notwithstanding any provision in this Agreement to the contrary, including but not limited to the provisions in this Section 14, the provisions of this Section 14 shall not be construed or applied so as to relieve any insurer of its obligation to pay any insurance claims in accordance with any applicable insurance policy.

14.7 SCPPA Directors, Officers, Employees, Agents Not Individually Liable; No General Liability of SCPPA. It is hereby recognized and agreed that no member of SCPPA’s Board of Directors, officer, employee or agent of SCPPA or member of SCPPA in its capacity as a member of SCPPA shall be individually liable in respect of any undertakings by SCPPA under this Agreement. The undertakings by SCPPA under the Power Sales Agreements shall never constitute a debt or indebtedness of SCPPA within the meaning of any provision or limitation of the Constitution or statutes of the State of California and shall not constitute or give rise to a charge against its general credit.

15. RESTRICTIONS ON DISPOSITION.

15.1 Assignment. It is understood and agreed each SCPPA Participant (including Purchaser) may sell, assign or otherwise dispose of some or all of its Project Rights and Obligations to other SCPPA Participants or SCPPA members under the same terms and conditions as set forth in this Agreement, provided that each such other participating SCPPA member agrees in writing to be bound by the provisions of the Power Sales Agreement of the SCPPA Participant making such sale, assignment or other disposition. In the event of such a sale, assignment or other disposition, SCPPA shall revise Appendix B to reflect the new Participant Facility Products Share allocation and such revision to Appendix B shall not be considered an amendment to any Power Sales Agreement.

Participant may from time to time assign the right to receive all or a portion of the Energy that would otherwise be delivered to Participant hereunder. In connection with 25 Item14 Page32of226
any such assignment, Participant and SCPPA agree to execute a Limited Assignment Agreement. For the avoidance of doubt, Participant will remain responsible for all of its obligations under this Agreement related to such assigned Energy, including (i) the obligation to pay for such Energy to the extent the assignee thereof does not do so and (ii) any damages associated with such assignee’s failure to take any such Energy

15.2 Restrictions on Elimination of Payment Obligations. No sale, assignment or other disposition of Purchaser’s Project Rights and Obligations to any Person (“Assignee”) shall release Purchaser from its payment obligations under this Agreement; provided, however, such payment obligations may be eliminated or reduced if the sale, assignment or other disposition is made pursuant to Section 15.1 of this Agreement, or if (i) such Assignee shall assume and agree in writing to fully perform and discharge the Project Rights and Obligations under its Power Sales Agreement, (ii) such Assignee shall have a corporate or long-term senior unsecured credit rating of ”A-” or higher by S&P or “A3” or higher by Moody’s, unless otherwise provided by the Board of Directors, and (iii) the Board of Directors, by resolution, determines to eliminate or reduce such payment obligations, which determination shall not be unreasonably withheld.

15.3 Restrictions on Disposition of Purchaser’s Entire System. Purchaser shall not sell, lease or otherwise dispose of all or substantially all of its electric system to any Person (“Acquiring Entity”) unless the Acquiring Entity shall assume and agree to fully perform and discharge the Project Rights and Obligations under this Agreement, and such Acquiring Entity shall have a corporate or long-term senior unsecured credit rating not less than investment grade.

15.4 Successors and Assigns. Subject in all respects to Sections 11 and 15 hereof, the Project Rights and Obligations under this Agreement shall inure to the benefit of and shall be binding upon the respective successors and assigns of the Parties to this Agreement.

16. EFFECTIVE DATE, TERM AND EXPIRATION.

16.1 Effective Date; Execution in Counterparts. This Agreement shall become effective on the first Day when each and all of the following shall have occurred: (i) this Agreement shall have been duly executed and delivered by SCPPA and Purchaser, (ii) the Power Purchase Agreement shall have been duly executed and delivered by SCPPA and the Power Purchase Provider and (iii) the Power Sales Agreement between SCPPA and any other SCPPA Participant shall have been duly executed and delivered by the parties thereto. Once the Power Purchase Agreement has been executed and delivered as set forth above, SCPPA shall deliver a copy of the same to Purchaser. This Agreement may be executed in any number of counterparts, each of which shall constitute an original.

16.2 Termination Conditions. This Agreement shall be effective upon satisfaction of the conditions set forth in Section 16.1 and shall extend for the term specified in Section 16.3 unless earlier terminated pursuant to an express provision of this Agreement; provided, however, that any obligation to make payments by Purchaser or SCPPA or any outstanding liability of Purchaser or SCPPA hereunder which either 26 Item14 Page33of226
exists or may exist as of the date of termination of this Agreement, or which comes into existence at any future time as a result of any activity or transaction implemented under this Agreement, shall survive such termination.

16.3 Expiration. The term of this Agreement shall begin on the Day this Agreement becomes effective pursuant to Section 16.1 hereof. Unless terminated earlier pursuant to Section

16.4, the term of this Agreement shall expire on the date on which the Power Purchase Agreement is terminated and all obligation(s) of the parties under the Power Purchase Agreement have been fully satisfied or otherwise adequate provision for satisfaction of such obligation(s) have been made and no other such obligation(s) under the Power Purchase Agreement is outstanding; provided, however, that in no event shall the term of this Agreement expire so long as the Power Purchase Agreement is of any force or effect.

16.4 Termination of Agreement before Expiration Date. Notwithstanding the expiration date set forth in Section 16.3 hereof, this Agreement shall terminate on the date, if any, by which SCPPA notifies Purchaser that this Agreement is superseded as a result of Purchaser having (i) succeeded to SCPPA’s rights through another agreement or agreements, or (ii) entered into a replacement power sales agreement or other agreement with SCPPA. The purchase price and consideration to be paid to SCPPA by Purchaser with respect to any such superseding arrangement shall consist of the payments and satisfaction of all obligations by Purchaser under and pursuant to this Agreement prior to the effective date of the superseding arrangement plus any remaining costs or obligations incurred by SCPPA in connection with the Project.

16.5 Final Distribution of Reserve Funds. Following the expiration or earlier termination of this Agreement, and upon payment and satisfaction of any and all liabilities and obligations to make payments of the SCPPA Participating Members under this Agreement and upon satisfaction of all remaining costs and obligations of SCPPA under this Agreement and in connection with the Facility, any amounts then remaining in the Reserve Funds shall be paid to the SCPPA Participating Member pro rata in accordance with their respective Participant Facility Products Share.

17. 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 hereto that such illegality or invalidity shall not affect any other provision hereof, but this Agreement shall be construed and enforced as if such illegal or invalid provision had not been contained herein unless a court holds that the provisions are not separable from all other provisions of this Agreement.

18. REPRESENTATION AND GOVERNING LAW. The Parties acknowledge that each Party was represented by counsel in the negotiation and execution of this Agreement. This Agreement was made and entered into in the County of Los Angeles, California, and shall be governed by, interpreted and enforced in accordance with the laws of the State of California. All litigation arising out of, or relating to this Agreement, shall be brought in a State or Federal court in the County of Los Angeles, State of California. The Parties irrevocably agree to submit to the exclusive jurisdiction of such courts in the State of California and waive any defense of forum non conveniens.
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19. ARBITRATION AND ATTORNEYS’ FEES. If a dispute arises between the Parties which the Coordinating Committee or the Board of Directors is unable to resolve, the Parties may by mutual agreement submit the dispute to mediation or non-binding arbitration. With respect to any such dispute the Parties agree that each Party shall bear its own attorneys’ fees and costs.

Notwithstanding the foregoing, Purchaser and SCPPA recognize and agree that SCPPA’s attorneys’ fees associated with any matter relating to the Project or this Agreement, including any dispute relating thereto, shall constitute a Project cost which shall be allocated and billed as set forth in Sections 4 and 7 of this Agreement.

20. CONDITIONS TO TERMINATION OR AMENDMENT. Neither Party may terminate this Agreement without the prior written consent of each other SCPPA Participants. None of the Power Sales Agreements may be amended as to any one or more of the SCPPA Participants so as to provide terms and conditions materially different from those contained therein, unless the SCPPA Participant seeking the amendment obtains a written consent or waiver of each other SCPPA Participant.

21. [RESERVED].

22. NOTICES. Any notice, demand or request provided for in this Agreement shall be in writing and shall be deemed properly served, given or made if delivered in person or sent by registered or certified mail, postage prepaid, to the persons specified below:

Southern California Public Power Authority
Attention: Executive Director
1160 Nicole Court
Glendora, California 91740
City of Vernon
Attention: Carlos Fandino
4305 Santa Fe Ave. Vernon, CA 90058

23. AMENDMENTS. The Parties acknowledge and agree that any amendment to this Agreement shall be in writing and duly executed by the Parties.
[SIGNATURE PAGE FOLLOWS]
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Each Party hereto has duly caused this Agreement to be executed on its behalf by its duly authorized representative.

SOUTHERN CALIFORNIA PUBLIC

POWER AUTHORITY
By: __________________________________
Michael S. Webster
Executive Director
Approved as to Legal Form:

By: __________________________________
Armando V. Arballo
Assistant General Counsel

CITY OF VERNON
By: _____________________________________
Carlos Fandino
City Administrator
Attest: ___________________________________
Lisa Pope, City Clerk
APPROVED AS TO FORM:
___________________________________
Zaynah N. Moussa, City Attorney
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APPENDIX A

DEFINITIONS
The following terms, whether in the singular or the plural, and initially capitalized, shall have the meanings specified below:

1. Act. All of the provisions contained in the California Joint Exercise of Powers Act found in Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California, beginning at California Government Code Section 6500 et seq., as amended from time to time.

2. [Reserved]

3. Annual Budget. The budget adopted by SCPPA pursuant to Section 5.4.1 of this Agreement not less than thirty (30) Days nor more than sixty (60) Days prior to the beginning of each Power Supply Year, including any amendments thereto, which shall show a detailed estimate of the Total Power Costs under this Agreement and all credits, charges, revenues, income, or other funds to be applied to such costs, for and applicable to such Power Supply Year.

4. [Reserved.]

5. Billing Statement. The written statement prepared or caused to be prepared each Month by, or on behalf of, SCPPA which shall be based upon certain of the information in the Annual Budget and shall show for such Month the amount to be paid to SCPPA by Purchaser in accordance with the provisions of Section 7 of this Agreement.

6. Board of Directors. The Board of Directors of the Southern California Public Power Authority.

7. Commercial Operation. “Commercial Operation” shall have the definition set forth in the Power Purchase Agreement.

8. Compliance. Following a Payment Default, the Defaulting Purchaser shall be in compliance with its payment obligations under this Agreement if it (i) no later than the last Day of the Cure Period fully pays all amounts owed as reflected in any Default Invoice; (ii) pays any monthly Billing Statement which comes due during the Cure Period; and (iii) replenishes any reduction made to the Reserve Funds as a result of any Payment Default.

9. Consent Agreements. All consents to assignments and all agreements relating thereto entered into with any lender, financial institution or other Person for the purpose of consenting to the assignment of the rights or securing the obligations of the Power Purchase Provider under the Power Purchase Agreement, and all consents or agreements relating to a Change in Control (as defined in the Power Purchase Agreement) under the Power Purchase Agreement.

10. Cure Period. That period of time beginning on the date of a Payment Default and concluding thirty (30) Days thereafter.

11. Cured Payment Default. A Payment Default which has been cured in accordance with Section

11.3 of this Agreement. If at any time during the Cure Period the Defaulting Purchaser is in Compliance, then the requirements of a Cured Payment Default shall be deemed to have been A- 2 -
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satisfied as of the date of receipt of such payments by SCPPA and the Cure Period shall expire.

12. Daily Delay Damages. “Daily Delay Damages” shall have the definition set forth in the Power Purchase Agreement.

13. Deemed Delivered Energy. “Deemed Delivered Energy” shall have the definition set forth in the Power Purchase Agreement.

14. Day. “Day” means calendar day unless otherwise specified herein.

15. Default Invoice. An invoice during the Payment Default Period and the Cure Period issued to the Defaulting Purchaser pursuant to Section 11 of this Agreement that identifies the total defaulted amount owed, including late payment interest, to achieve a Cured Payment Default.

During the Cure Period, the Default Invoice shall also include the amount that must be paid to achieve Compliance.

16. Defaulting Purchaser. “Defaulting Purchaser” means Purchaser, where Purchaser has caused a Payment Default under Section 11.1 of this Agreement that has not been remedied or cured.

17. Defaulting SCPPA Participant. A SCPPA Participant (not including Purchaser) that causes a Payment Default under its Power Sales Agreement that has not been remedied or cured by the Defaulting SCPPA Participant.

18. Delivery Output Cost Component. “Delivery Output Cost Component” is defined in Section

4.3.1. 19. Domestic Content Adder True Up. “Domestic Content Adder True Up” shall have the same definition set forth in the Power Purchase Agreement.

20. Energy. “Energy” shall have the same definition as in the Power Purchase Agreement.

21. Environmental Attributes. “Environmental Attributes” shall have the definition set forth in the Power Purchase Agreement.

22. Facility. “Facility” shall have the same definition as the Power Purchase Agreement.

23. Facility Products. All output, rights, and other tangible or intangible benefits derived from the Facility, whatsoever, including without limitation all Energy, Environmental Attributes, Capacity Rights, Resource Adequacy Attributes, Replacement Product rights with respect to the battery energy storage system, whether received by SCPPA under or pursuant to the Power Purchase Agreement or other applicable Project Agreement.

24. Fiscal Year. The twelve-month period commencing at 12:01 a.m. on July 1 of each year and ending at 12:01 a.m. on the following July 1, or such other time frame as determined by the Board of Directors.

25. Force Majeure. “Force Majeure” shall have the definition set forth in the Power Purchase Agreement.

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26. Grid-Charging Energy. “Grid-Charging Energy” shall have the definition set forth in the Power A- 4 -
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Purchase Agreement.

27. Guaranteed Delivered Energy. “Guaranteed Delivered Energy” shall have the meaning provided in the Power Purchase Agreement.

28. Initial Payment Default Date. The earlier of (i) the end of the fifth Day following the first Payment Default for which no remedy in payment has occurred and been received by SCPPA, or (ii) the last Day of the Month in which the first Payment Default has occurred for which no remedy in payment has occurred and been received by SCPPA.

29. Joint Powers Agreement. The “Southern California Public Power Authority Joint Powers Agreement” dated as of November 1, 1980, as amended and modified from time to time, entered into pursuant to the provisions of the Act, among SCPPA and its members.

30. Month. A calendar month.

31. Monthly Costs. “Monthly Costs” is defined in Section 7.1.

32. Moody’s. “Moody’s” shall mean Moody’s Investor Services, Inc.

33. Operating Budget. The operating budget approved by the Board of Directors which shall show a detailed estimate of Total Power Costs for a Power Supply Year and all revenues, income or other funds to be applied to Total Power Costs for and applicable to such Power Supply Year.

34. Operating Reserve Depletion Date. The date that is two Months prior to the date on which SCPPA anticipates, assuming continued Payment Defaults by the Defaulting Purchaser, that the moneys in the operating reserve account held at any time by SCPPA will be fully depleted; provided, however, if as of the date on which a Payment Default occurs SCPPA determines that the moneys in the operating reserve account held by SCPPA will be fully depleted in less than two Months (or currently are fully depleted), then the Operating Reserve Depletion Date shall be deemed to have occurred when such a Payment Default occurs.

35. Participant Facility Products Cost Share. With respect to a particular SCPPA Participant and during each Power Supply Year, the applicable percentage of SCPPA costs under this Agreement payable by such SCPPA Participant, as set forth for such SCPPA Participant in Appendix B of this Agreement.

36. Participant Facility Products Share. With respect to a particular SCPPA Participant and during each Power Supply Year, the applicable percentage entitlement of the Facility Products under this Agreement, as set forth for such SCPPA Participant in Appendix B of this Agreement.

37. Payment Default. A failure by the Purchaser to pay when due all of its Billing Statement for any Month.

38. Payment Default Period. That period of time beginning on the initial date of a Payment Default and ending thirty (30) Days following a notice of default as provided in accordance with Section

11.2 hereof.

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39. Person. “Person” means any individual, corporation, partnership, joint venture, limited liability company, association, joint stock company, trust, unincorporated organization, entity, A- 6 -
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government or other political subdivision.

40. Point of Delivery. Point of Delivery shall have the definition set forth in the Power Purchase Agreement.

41. Power Purchase Agreement. The Power Purchase Agreement between Southern California Public Power Authority and Sapphire Solar, LLC, dated as of December 15, 2022, attached hereto as Appendix C, as the same may be amended from time to time, and all other agreements associated with the Facility. The Power Purchase Agreement shall also include any instrument or form of security which affords any opportunity for the purchase of the Facility or acquisition, whether through foreclosure or otherwise, including any mortgage, lease, assignment, beneficial interest, collateral instrument or other device or mechanism providing for the ability to acquire the Facility.

42. [Reserved].

43. Power Purchase Agreement Cost Component. “Power Purchase Cost Component” is defined in Section 4.3.5.

44. Power Purchase Agreement General and Administrative Cost Component. “Power Purchase Agreement General and Administrative Cost Component” is defined in Section 4.3.2.

45. Power Purchase Provider. Sapphire Solar, LLC, and any other entity named under any applicable operating agreement to operate or otherwise run or manage the Facility, along with each of their successors, or any successors or assigns to the rights of these entities.

46. Power Sales Agreements. This Agreement and that certain Power Sales Agreement dated December 15, 2022, by and between SCPPA and the City of Pasadena, and that certain Power Sales Agreement dated December 15, 2022, by and between SCPPA and the City of Anaheim, as the same may be hereafter be amended from time to time.

47. Power Supply Year. The Fiscal Year, except that the first Power Supply Year shall begin on the first to occur of (i) the date SCPPA is obligated to pay any portion of the costs of the Project, (ii) the Commercial Operation Date of the Facility, or (iii) the date of the first delivery of Energy to Purchaser pursuant to this Agreement. The first Power Supply Year shall end on the last Day of the then current Fiscal Year.

48. Project. The term “Project” means the Sapphire Solar Power Project and shall be broadly construed to entail the aggregate of rights, liabilities, interests and obligations of SCPPA pursuant to the Power Purchase Agreement and the other Project Agreements, including but not limited to all associated rights, liabilities, interests and obligations; provided, that for purposes of this Agreement it shall be limited to those rights, liabilities, interests and obligations acquired or undertaken by SCPPA in the Power Purchase Agreement and the Project Agreements associated with that agreement. The term Project shall also include those rights, liabilities, interests or obligations necessary or appropriate to carry out the functions specified in Section 6 and to utilize or deliver the Energy of the Facility as specified in Section 9.

49. Project Agreements. Insofar as they pertain to this Project, any project management agreement, A- 7 -
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the Power Sales Agreements, the Power Purchase Agreement, or any other contracts for the purchase, procurement, delivery or transmission of Facility Products, or any other agreements for scheduling, dispatching, exchanging, tagging, movement or transmission of Facility Products, or agreements to which SCPPA is a party relating to the administration or management of the Project.

50. Project Manager. SCPPA in its capacity as Project Manager or a designee or designees appointed by SCPPA to carry out SCPPA’s responsibilities as Project Manager under this Agreement.

51. Project Rights. All rights and privileges of the Purchaser under this Agreement, including but not limited to its right to receive its Participant Facility Products Share under this Agreement.

52. Project Rights and Obligations. The Purchaser’s Project Rights and obligations under the terms of this Agreement.

53. Replacement Product. “Replacement Product” shall have the definition set forth in the Power Purchase Agreement.

54. Reserve Funds Cost Component. “Reserve Funds Cost Component” is defined in Section 4.3.4.

55. Reserve Funds. Those reserve accounts deemed appropriate to afford a reliable source of funds for the payment obligations of the Project and, taking into account the variability of costs associated with the Project, for the purpose of providing a reliable payment mechanism to address the ongoing costs associated with the Project.

56. S&P. “S&P” shall mean Standard & Poor’s Financial Services LLC.

57. SCPPA Members. Each of the following: City of Anaheim, California; City of Azusa, California; City of Banning, California; City of Burbank, California; City of Cerritos, California; City of Colton, California; City of Glendale, California; Imperial Irrigation District; City of Los Angeles, California; City of Pasadena, California; City of Riverside, California; and City of Vernon, California.

58. SCPPA Participants. Those entities that have executed a Power Sales Agreement for the Project, together in each case with each entity’s successors or assigns, identified as “SCPPA Participants” in Appendix B of this Agreement.

59. Shortfall Damages. “Shortfall Damages” is defined as set forth in the Power Purchase Agreement

60. [Reserved].

61. Step-Up Invoice. An invoice sent pursuant to Section 11.8.1 to a non-Defaulting SCPPA Participant as a result of one or more Payment Defaults, which invoice shall separately identify any amount owed with respect to the monthly Billing Statement of one or more Defaulting SCPPA Participants for Total Power Costs reflected in the Defaulting SCPPA Participant(s) unpaid monthly Billing Statement.

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62. Supplementary Services. Those services in connection with the delivery of Energy involving additional transmission, interconnection arrangements, energy management, firming, shaping, energy balancing, dispatching, tagging, scheduling, transmitting, interconnecting, swapping, exchanging or other services associated with the transmission, use or disposition of Facility Products to be utilized by the Purchaser under this Agreement, and to otherwise provide for delivery and facilitate the disposition, movement, taking, receiving, accounting for, transferring and crediting the transfer of Facility Products from the Point of Delivery to any other points or destinations, as determined by the Purchaser. Supplementary Services include but are not limited to delivery point swaps, stranded energy/transmission curtailments, tiepoint liquidity improvement, transmission loss savings, tiepoint price spread optimization, onpeak/off-peak exchanges, peak shifting exchanges, seasonal exchanges, and both simultaneous or non-simultaneous green energy exchanges.

63. Supplementary Services Cost Component. “Supplementary Services Cost Component” is defined in Section 4.3.3.

64. Total Power Costs. “Total Power Costs” has the meaning described in Section 4.3.

65. [Reserved].

66. Uncontrollable Forces. Any Force Majeure event and any cause beyond the control of any Party, and which by the exercise of due diligence such Party is unable to prevent or overcome, including but not limited to, failure or refusal of any other Person to comply with then existing contracts, an act of God, fire, flood, explosion, earthquake, strike, sabotage, pestilence, an act of the public enemy (including terrorism), civil or military authority including court orders, injunctions and orders of governmental agencies with proper jurisdiction or the failure of such agencies to act, insurrection or riot, an act of the elements, failure of equipment, a failure of any governmental entity to issue a requested order, license or permit, inability of any Party or any Person engaged in work on the Project to obtain or ship materials or equipment because of the effect of similar causes on suppliers or carriers. Notwithstanding the foregoing, Uncontrollable Forces as defined herein shall also include events of Force Majeure pursuant to the Power Purchase Agreement, as defined therein.

67. WECC. The Western Electricity Coordinating Council or its successor.

APPENDIX B*
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SAPPHIRE SOLAR POWER PROJECT

POWER SALES AGREEMENT

SCHEDULE OF SCPPA PARTICIPANTS, PARTICIPANT

FACILITY PRODUCTS SHARES, PARTICIPANT

FACILITY PRODUCTS COST SHARES
SCPPA

PARTICIPANTS

PARTICIPANT FACILITY

PRODUCTS SHARES

PARTICIPANT FACILITY

PRODUCTS COST SHARES
PV
SHARE
BESS
SHARE

GENERAL
SHARE
PV
COST
BESS
COST

GENERAL
COST
City of Pasadena [33.3%] [33.3%] [33.3%] [33.3%] [ 33.3%] [33.3%] City of Vernon [33.3%] [33.3%] [33.3%] [33.3%] [33.3%] [33.3%] City of Anaheim [33.4%] [33.4%] [33.4%] [33.4%] [33.4%] [33.4%] TOTAL 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%
____________________________
* Appendix B may be revised in accordance with the provisions of Section 10.2 of this Agreement.

APPENDIX C
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POWER PURCHASE AGREEMENT
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EXECUTION VERSION

POWER PURCHASE AGREEMENT

BETWEEN

SAPPHIRE SOLAR, LLC
AND

SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY
DATED AS OF DECEMBER 15, 2022

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ARTICLE I DEFINITIONS AND INTERPRETATION .............................................................. 1 Section 1.1 Definitions.................................................................................................. 1 Section 1.2 Interpretation ............................................................................................ 31 ARTICLE II EFFECTIVE DATE, TERM, AND EARLY TERMINATION ............................ 32 Section 2.1 Effective Date .......................................................................................... 32 Section 2.2 Term ......................................................................................................... 32 Section 2.3 Survivability ............................................................................................. 33 Section 2.4 Early Termination .................................................................................... 33 Section 2.5 Termination for Failure to Obtain Board and City Council Approvals. ................................................................................................ 33 ARTICLE III DEVELOPMENT OF THE FACILITY ............................................................... 33 Section 3.1 General ..................................................................................................... 33 Section 3.2 Site Confirmation ..................................................................................... 34 Section

3.3 Subcontracts ............................................................................................. 35 Section 3.4 Certification of Commercial Operation Dates ......................................... 35 Section 3.5 Milestone Schedule; Delay Damages ...................................................... 35 Section 3.6 Decommissioning and Other Costs .......................................................... 37 Section 3.7 CEC Certification..................................................................................... 38 Section 3.8 PTC Option Amendment ......................................................................... 38 Section 3.9 FCDS/BESS Adjustment ......................................................................... 38 Section 3.10 BESS Augmentation ................................................................................ 38 Section 3.11 Failure to Reach PV Contract Capacity or BESS Contract Capacity ...... 39 ARTICLE IV OPERATION AND MAINTENANCE OF THE FACILITY .............................. 40 Section 4.1 General Operational Requirements .......................................................... 40 Section 4.2 Operation and Maintenance Plan ............................................................. 41 Section 4.3 Operation and Use of the BESS; Grid Charging ..................................... 41 Section 4.4 Outages .................................................................................................... 42 ARTICLE V COMPLIANCE DURING CONSTRUCTION AND OPERATIONS; SECURITY ........................................................................................................ 43 Section 5.1 In General ................................................................................................. 43 Section 5.2 Buyers’ Rights to Monitor in General ..................................................... 44

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Section 5.3 Effect of Review by Buyer ...................................................................... 45 Section 5.4 Compliance with Standards ..................................................................... 45 Section

5.5 Quality Assurance Program ..................................................................... 46 Section 5.6 Reporting and Information ....................................................................... 46 Section 5.7 Performance Security ............................................................................... 46 ARTICLE VI PURCHASE AND SALE OF PRODUCT ........................................................... 48 Section 6.1 Deliveries; Purchases by Buyer ............................................................... 48 Section 6.2 Third Party Sales ...................................................................................... 50 ARTICLE VII TRANSMISSION AND SCHEDULING; TITLE AND RISK OF LOSS; COMPLIANCE ................................................................................................. 50 Section 7.1 Transmission and Interconnection ........................................................... 50 Section 7.2 Scheduling Coordinator; CAISO Cost Allocation ................................... 50 Section

7.3 Forecasting and Scheduling of Energy .................................................... 51 Section 7.4 Curtailment .............................................................................................. 53 Section 7.5 [Reserved] ................................................................................................ 54 Section 7.6 Title; Risk of Loss .................................................................................... 54 Section 7.7 RPS and EPS Compliance ....................................................................... 55 Section 7.8 Change in CAISO Tariff .......................................................................... 56 Section 7.9 Change in Market Structure ..................................................................... 56 ARTICLE VIII ENVIRONMENTAL ATTRIBUTES ................................................................ 57 Section 8.1 Transfer of Environmental Attributes ...................................................... 57 Section 8.2 Reporting of Ownership of Environmental Attributes ............................. 57 Section 8.3 Environmental Attributes ......................................................................... 57 Section 8.4 WREGIS .................................................................................................. 57 Section 8.5 Further Assurances................................................................................... 58

ARTICLE IX SHORTFALL ENERGY, AVAILABILITY, AND PERFORMANCE GUARANTEE REQUIREMENTS ................................................................... 58 Section 9.1 Makeup of Shortfall ................................................................................. 58 Section 9.2 Replacement Product ............................................................................... 58

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Section 9.3 Shortfall Damages .................................................................................... 59 Section 9.4 Availability Requirement ......................................................................... 60

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Section 9.5 [Reserved] ................................................................................................ 60 Section 9.6 Performance Guarantees, Remedies and Termination Rights ................. 60 ARTICLE X CAPACITY RIGHTS ............................................................................................ 62 Section 10.1 Capacity Rights ........................................................................................ 62 Section 10.2 Covenant Regarding Capacity Rights ...................................................... 62 Section

10.3 Failure to Provide Expected RA Capacity ............................................... 62 Section 10.4 Further Assurances................................................................................... 63 ARTICLE XI BILLING; PAYMENT; AUDITS; METERING; ATTESTATIONS; POLICIES .......................................................................................................... 63 Section 11.1 Billing and Payment ................................................................................. 63 Section 11.2 WREGIS Withholding ............................................................................. 63 Section

11.3 Calculation of Energy Delivered; Invoices and Payment ........................ 63 Section 11.4 Disputed Invoices..................................................................................... 65 Section 11.5 Right of Setoff.......................................................................................... 66 Section 11.6 Records and Audits .................................................................................. 66 Section 11.7 Electric Metering Devices ........................................................................ 67 Section 11.8 Taxes ........................................................................................................ 68 ARTICLE XII REPRESENTATIONS, WARRANTIES AND COVENANTS ......................... 69 Section 12.1 Representations and Warranties of Buyer ................................................ 69 Section 12.2 Representations and Warranties of Seller ................................................ 69 Section 12.3 Covenants of Seller Related to Site Control Documents ......................... 71 Section 12.4 [Reserved] ................................................................................................ 71 Section 12.5 Additional Covenants of Seller ................................................................ 71 ARTICLE XIII DEFAULT; TERMINATION AND REMEDIES; PERFORMANCE DAMAGE .......................................................................................................... 73 Section 13.1 Default...................................................................................................... 73 Section 13.2 Default Remedy ....................................................................................... 74 Section

13.3 Cure Rights of Facility Lender ................................................................ 75 Section 13.4 Termination for Default ........................................................................... 75 ARTICLE XIV MISCELLANEOUS .......................................................................................... 77 Section 14.1 Authorized Representative ....................................................................... 77

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Section 14.2 Notices ..................................................................................................... 77 Section 14.3 Dispute Resolution ................................................................................... 77 Section 14.4 Further Assurances; Change in Electric Market Design .......................... 78 Section 14.5 No Dedication of Facilities ...................................................................... 79 Section 14.6 Force Majeure .......................................................................................... 79 Section 14.7 Assignment of Agreement ....................................................................... 80 Section 14.8 Ambiguity ................................................................................................ 82 Section 14.9 Attorneys’ Fees & Costs .......................................................................... 83 Section 14.10 Voluntary Execution ................................................................................ 83 Section 14.11 Entire Agreement; Amendments .............................................................. 83 Section 14.12 Governing Law ........................................................................................ 83 Section 14.13 Venue ....................................................................................................... 83 Section 14.14 Execution in Counterparts ........................................................................ 83 Section 14.15 Effect of Section Headings ...................................................................... 84 Section 14.16 Waiver; Available Remedies ................................................................... 84 Section 14.17 Relationship of the Parties ....................................................................... 84 Section 14.18 Third Party Beneficiaries ......................................................................... 84 Section 14.19 Indemnification; Damage or Destruction; Insurance; Condemnation; Limit of Liability ............................................................ 84 Section 14.20 Severability .............................................................................................. 86 Section 14.21 Confidentiality ......................................................................................... 86 Section 14.22 Mobile-Sierra ........................................................................................... 88 Section 14.23 Future Phases ........................................................................................... 88 Section 14.24 Taxpayer Identification Number (TIN) ................................................... 89 Section 14.25 Tax Treatment .......................................................................................... 89 Section 14.26 Dodd-Frank Wall-Street Reform and Consumer Protection Act ............. 90

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Appendices
APPENDIX A-1 CONTRACT PRICE AND COST-BASED ADJUSTMENT
APPENDIX A-2 FCDS/BESS ADJUSTMENT PROVISIONS
APPENDIX B-1 FACILITY, PERMITS AND OPERATOR
APPENDIX B-2 MAP OF THE FACILITY

APPENDIX C ANNUAL CONTRACT QUANTITY AND EXPECTED RA CAPACITY

APPENDIX D FORM OF ATTESTATION

APPENDIX E FORM OF LETTER OF CREDIT

APPENDIX F INSURANCE

APPENDIX G QUALITY ASSURANCE PROGRAM
APPENDIX H [RESERVED]

APPENDIX I MILESTONE SCHEDULE
APPENDIX J AUTHORIZED REPRESENTATIVES; BUYER AND SELLER BILLING,

NOTIFICATION AND SCHEDULING CONTACT INFORMATION
APPENDIX K-1 BESS PERFORMANCE GUARANTEES, ANNUAL PV SYSTEM

AVAILABILITY GUARANTEE
APPENDIX K-2 REMEDY CALCULATIONS FOR FAILURE OF BESS PERFORMANCE

GUARANTEES AND ANNUAL PV SYSTEM AVAILABILITY

GUARANTEE
APPENDIX K-3 STORAGE CAPACITY TEST PROCEDURES
APPENDIX K-4 FORM OF STORAGE CAPACITY TEST CERTIFICATE APPENDIX L-1 FORM OF CONSTRUCTION START DATE CERTIFICATION APPENDIX L-2

FORM OF COMMERCIAL OPERATION DATE CERTIFICATION APPENDIX M SITE

CONTROL DOCUMENTS

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APPENDIX N SALE LEASEBACK REQUIREMENTS

APPENDIX O METERING DIAGRAM

APPENDIX P FORM OF CONSENT AND AGREEMENT

APPENDIX Q BESS AND FACILITY OPERATING RESTRICTIONS

APPENDIX R PTC OPTION AMENDMENT
Schedules
SCHEDULE 12.2(h) UPSTREAM EQUITY OWNERS, SELLER’S ULTIMATE PARENT

AND ORGANIZATIONAL AND OWNERSHIP STRUCTURE OF

SELLER AND UPSTREAM EQUITY OWNERS
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POWER PURCHASE AGREEMENT

PARTIES
THIS POWER PURCHASE AGREEMENT (this “Agreement”), dated as of this 15th day of December 2022, is being entered into by and between the SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY (“Buyer”), a public entity and joint powers authority formed and organized pursuant to the California Joint Exercise of Powers Act (California Government Code Section 6500, et seq.), and Sapphire Solar, LLC, a limited liability company organized and existing under the laws of the State of Delaware (“Seller”). Each of Buyer and Seller is referred to individually in this Agreement as a “Party” and together as the “Parties.”

RECITALS
WHEREAS, Buyer’s members have adopted or are adopting policies that are designed to increase the amount of energy that they provide to their retail customers from eligible renewable energy resources and to comply with the California Renewable Energy Resources Act; and WHEREAS, on January 24, 2022, Buyer issued a request for proposals (“RFP”) to acquire renewable energy resources; and
WHEREAS, on March 15, 2022, an initial response was submitted on behalf of Seller to Buyer’s RFP and, following negotiation, Seller has agreed to sell to Buyer, and Buyer has agreed to purchase, certain renewable energy, capacity rights, and associated environmental attributes; and WHEREAS, the Parties desire to set forth the terms and conditions pursuant to which such sales and purchases shall be made.

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 I DEFINITIONS

AND INTERPRETATION
Section 1.1 Definitions. The following terms in this Agreement and the appendices hereto shall have the following meanings when used with initial capitalized letters:
“AC” means alternating current.
“Acceptable Form of Performance Assurance” means, at the option of Seller, any of (a) cash to be held in escrow by Buyer, (b) cash held in an escrow account and subject to an escrow agreement in form and substance satisfactory to Buyer in its sole discretion (an “Escrow Account”), or (c) a separate letter of credit substantially in the form of Appendix E from a Qualified Issuer.
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“Actual BESS EP&C Costs” has the meaning set forth in Section B(1)(b) of Appendix A-1.
“Actual PV System EP&C Costs” has the meaning set forth in Section B(1)(a) of Appendix A-1.
“Adjusted BESS Capacity Price” has the meaning set forth in Section B(2)(b)(i) of Appendix A-1, as adjusted pursuant to Section B(5)(a) of Appendix A-1. “Adjusted Contract Price” has the meaning set forth in Section B(2)(a)(i) of Appendix A-1, as adjusted pursuant to Section B(5)(a) of Appendix A-1. “ADS” has the meaning set forth in Section 9.6(b)(viii). “Affiliate” means, as to any Person, any other Person that, directly or indirectly, is in control of, is controlled by or is under common control with such Person or is a director or officer of such Person or of an Affiliate of such Person. As used in this Agreement, “control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of management, policies or activities of a Person, whether through ownership of voting securities, by contract or otherwise.
“Agreement” has the meaning set forth in the preamble of this Agreement, and includes the Appendices and Schedules attached hereto.
“Agreement Term” has the meaning set forth in Section 2.2(a). “Ancillary Documents” means all instruments, agreements, certificates and documents executed, delivered, or required to be executed or delivered by or on behalf of Buyer or Seller or any Affiliate of Seller pursuant to this Agreement.
“Ancillary Services” has the meaning set forth in the CAISO Tariff. “Annual Contract Quantity” means, for the applicable Contract Year, the number of MWh set forth on Appendix C, which is the quantity of expected PV Delivered Energy for each Contract Year.
“Annual Cycle Limit” has the meaning set forth on Appendix Q. “Annual PV System Availability” has the meaning set forth on Appendix K-1. “Annual PV System Availability Adjustment Factor” has the meaning set forth on Appendix K-2.
“Annual PV System Availability Guarantee” has the meaning set forth in Section 9.6(a). “Annual PV System Availability Requirement” has the meaning set forth on Appendix K-1.
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“Anti-Corruption Laws” means any U.S. anticorruption or antibribery law applicable to any Party, including those laws that prohibit the promise, offer, authorization, receipt, or provision of anything of value to any person, including employees, officials, or agents of any Governmental Authority or government-owned or controlled entity; employees, members, or officials of a political party or public international organization; or, anyone else that may be considered a government official under applicable law, for an illegal, improper, or corrupt purpose, such as to influence the official act (or lack of action) of the recipient of things of value in order to gain an advantage, obtain or retain business, or direct business to any person. “Anti-Terrorism Laws” means any U.S. laws relating to terrorism or money laundering, including Executive Order No. 13224 (effective September 24, 2001), the USA PATRIOT Act, the laws comprising or implementing the Bank Secrecy Act.
“ASME” means American Society of Mechanical Engineers.
“Assumed Daily Deliveries” has the meaning set forth in Section 13.4(c). “ASTM” means American Society for Testing and Materials. “Authorized Auditors” means representatives of Buyer or Buyer’s Authorized Representative who are authorized to conduct audits on behalf such Buyer. “Authorized Representative” means, with respect to each Party, the Person designated as such Party’s authorized representative pursuant to Section 14.1. “Availability Standards” means the program set forth in Section 40.9 of the CAISO Tariff, as it may be amended, supplemented or replaced (in whole or in part) from time to time, setting forth certain standards regarding the desired level of availability for Resource Adequacy (as defined in the CAISO Tariff) resources and possible charges and incentive payments for performance thereunder.
“Available Hours” has the meaning set forth on Appendix K-1. “Award Notice” has the meaning set forth in Section A(1) of Appendix A-2. “AWS” means American Welding Society.
“Bankruptcy” means any case, action or proceeding under any bankruptcy, reorganization, debt arrangement, insolvency or receivership law or any dissolution or liquidation proceeding commenced by or against a Person and, if such case, action or proceeding is not commenced by such Person, such case, action or proceeding shall be consented to or acquiesced in by such Person or shall result in an order for relief or shall remain undismissed for ninety (90) days. “Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy”, as now and hereafter in effect.
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“Base Contract Price” means Thirty-Three Dollars ($33.00) per MWh, as adjusted pursuant to the first sentence of Section 6.1(b)(iii).
“BESS” means the lithium-ion battery energy storage system to potentially be included in the Facility (at a capacity to be determined in accordance with Appendix A-2), consisting of battery storage modules and racks, power conversion and transformation equipment, battery management systems, equipment for communication, thermal regulation, environmental conditioning and safety, control systems and related software, enclosures, and such other incidental or ancillary equipment or components as may be necessary or appropriate, in each case, charged by PV System Energy or Grid-Charging Energy, as outlined in Appendix K-1 and Section 4.3(b). “BESS Augmentation” has the meaning set forth in Section 3.10. “BESS Base Capacity Price” means Ten Dollars and Ninety Cents ($10.90) per kWmonth, as adjusted pursuant to Section D(1)(a) of Appendix A-2. “BESS Build Option” has the meaning set forth in Section D(1) of Appendix A-2. “BESS Capacity Cure Period” has the meaning set forth in Section 3.11(b). “BESS Capacity Damages” has the meaning set forth in Section 3.11(b). “BESS Capacity Payment” means commencing on the first full month after the Commercial Operation Date and each full month during the Delivery Term thereafter, the product of the BESS Capacity Price or Modified BESS Capacity Price, as applicable, multiplied by the BESS Contract Capacity (measured in kW).
“BESS Capacity Price” means the BESS Base Capacity Price, as adjusted pursuant to Section 6.1(b)(ii) and Section B of Appendix A-1.
“BESS Capacity Price Ceiling” means Eleven Dollars and Seventy Cents ($11.70) per kW-month, as adjusted pursuant to Section D(1)(a) of Appendix A-2. “BESS Capacity Price Floor” means Seven Dollars and Seventy Cents ($7.70) per kWmonth, as adjusted pursuant to Section D(1)(a) of Appendix A-2. “BESS Communication Protocol” has the meaning set forth in Section 7.3(e). “BESS Contract Capacity” means the net nameplate capacity of the BESS equal to fiftynine (59) MW AC as of the Effective Date and reduced during the Delivery Term as set forth in Appendix B-1, or such other applicable amounts determined in accordance with Appendix A-2. “BESS Energy Meter” means the CAISO-approved and CAISO-polled Electric Metering Device at the BESS dedicated solely to the BESS, depicted on Appendix O. “BESS EP&C Budget” has the meaning set forth in Section B(1)(b) of Appendix 1-A. - 5 -
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“BESS Excused Conditions” means (a) any period during which Seller is unable to charge or discharge the BESS as a result of an event of Force Majeure, System Emergency or a Curtailment Period and (b) any period during which Seller is unable to deliver energy to the Point of Delivery to the extent caused by (i) the Operating Restrictions in Appendix Q, or (ii) a Storage Capacity Test (as described in Appendix K-1 and Appendix K-3) and (c) any Permitted Scheduled Outage Period.
“BESS Instructions” means the instructions, and any subsequent updates, in either case directed by Buyer or the CAISO via the BMS or another method of communication, to charge or discharge the BESS, in each case in a manner consistent with the BESS Communication Protocol, Operating Restrictions, and the terms and conditions of this Agreement. “BESS Metered Input” means all Energy delivered to the BESS, as measured in MWh by the BESS Energy Meter in compliance with CAISO metering rules. “BESS Metered Output” means all Energy delivered to the Point of Delivery from the BESS (net of all auxiliary loads, station electrical uses and electrical losses from the BESS to the Point of Delivery), as measured in MWh by the BESS Energy Meter in compliance with CAISO metering rules.
“BESS Performance Guarantees” means, collectively, the Dischargeable Energy Performance Guarantee, the Round Trip Efficiency Performance Guarantee, the Peak Season BESS Availability Guarantee and the Off-Peak Season BESS Availability Guarantee. “BESS Shortfall Adjustments” has the meaning set forth in Section 3.11(b). “BMS” means the battery control and management system for the BESS. “Brown Act” has the meaning set forth in Section 14.21(e). “Business Day” means any day that is not a Saturday, a Sunday, or a day on which commercial banks are authorized or required to be closed in Los Angeles, California or New York, New York.
“Buyer” has the meaning set forth in the preamble of this Agreement. “CAISO” means the California Independent System Operator. “CAISO Deliverability Procedures” has the meaning set forth in Section A(1) of Appendix A-2.
“CAISO Tariff” means the CAISO FERC Electric Tariff, Fifth Replacement Volume, including the rules, protocols, procedures and standards attached thereto and any replacement thereof or successor thereto in effect.
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“CAMD” means the Clean Air Markets Division of the EPA and any other state, regional or federal or intergovernmental entity or Person that is given authorization or jurisdiction or both over a program involving the registration, validation, certification or transferability of Environmental Attributes.
“Capacity Rights” means the rights, whether in existence as of the Effective Date or arising thereafter during the Agreement Term, to capacity, Resource Adequacy Attributes, Local Capacity Requirement Attributes, associated attributes or reserves, or any of the foregoing as may in the future be defined by the CAISO, or any other balancing authority, reliability entity or Governmental Authority associated with the electric generating capability of the Facility, including the right to resell such rights.
“CEC” means California’s State Energy Resources Conservation and Development Commission, also known as the California Energy Commission. “CEC Certified” means that the CEC has certified (or, with respect to periods before the date that is one hundred eighty (180) days following the Commercial Operation Date, that the CEC has pre-certified) that the PV System is an eligible renewable energy resource in accordance with RPS Law.
“CEC Compliant” means, when used with respect to the PV System or any other facility at any time, that the PV System or such other facility is CEC Certified and in compliance with the CEC Performance Standard and any other applicable CEC requirements to which it is subject. “CEC Performance Standard” means, at any time, the applicable greenhouse gas emissions performance standard in effect at such time for baseload electric generation facilities and storage facilities that are owned or operated (or both) by local publicly owned electric utilities, or for which a local publicly owned electric utility has entered into a contractual agreement for the purchase of power and services from such facilities, as established by the CEC or other Governmental Authority having jurisdiction over Buyer.
“CEC RPS Guidebook” means the guidebook that describes the eligibility requirements and processes for certifying renewable resources as eligible for California’s RPS and describes how the CEC tracks and verifies compliances with the RPS.
“CEQA” means the California Environmental Quality Act, California Public Resources Code §§ 21000, et seq.
“CEQA Determinations” means that:
(a) The lead agency conducting the review of the Facility as required under CEQA shall have (i) determined that the Facility is exempt from CEQA or has reviewed and approved the CEQA Documents and issued a negative declaration or mitigated negative declaration, and (ii) filed a notice of exemption or notice of determination (as applicable) in compliance with CA Public Resources Code §21152 CEQA; and - 7 -
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having been filed or, in the event of any such challenge, the challenge shall have been determined adversely to the challenger by final judgment or settlement. “CEQA Documents” means an initial study or environmental impact report or equivalent document prepared by or relied upon by the lead agency in a CEQA Determination for the Facility. “CFTC” has the meaning set forth in Section 14.26.
“Change in Control” means the occurrence, whether voluntary or by operation of law and whether in a single transaction or in a series of related transactions at any time during the Agreement Term of any one or more of the following events:
(i) a merger or consolidation of Seller, or any upstream equity owner of Seller at any level at or below the entity set forth in Section 1 of Schedule 12.2(h) (any such upstream entity, an Upstream Equity Owner (defined herein) or Seller’s Ultimate Parent), with or into any other Person or any other reorganization in which the members of Seller or any such Upstream Equity Owner or Seller’s Ultimate Parent immediately prior to such consolidation, merger, or reorganization, own less than fifty percent (50%) of the equity ownership of the surviving entity or cease to have the power to manage day-to-day operations and influence the management and policies of the surviving entity immediately after such consolidation, merger, or reorganization;
(ii) any transaction or series of related transactions in which in excess of fifty percent (50%) of the equity ownership of Seller or any Upstream Equity Owner or the power to manage day-to-day operations and influence the management and policies of Seller or any Upstream Equity Owner is transferred to another Person; (iii) a sale, lease, or other disposition of all or substantially all of the assets of any Upstream Equity Owner or Seller’s Ultimate Parent;
(iv) the dissolution or liquidation of any Upstream Equity Owner or Seller’s Ultimate Parent; or
(v) any transaction or series of related transactions that has the substantial effect of any one or more of the foregoing;
provided, however, that a Change in Control shall not include (1) any transaction or series of transactions in which the membership interests in Seller or an Upstream Equity Owner are issued or transferred to another Person solely as part of a Tax Equity Financing, and (ii) a transfer of the rights, interests and title to the equity ownership in Seller from EDF Renewables Development, Inc. to EDF Renewable Asset Holdings, Inc. or another subsidiary of Seller’s Ultimate Parent, on the condition that EDF Renewable Asset Holdings, Inc. or such other subsidiary of the Seller’s Ultimate Parent, as applicable, is at the time of the transfer and immediately thereafter a wholly-owned subsidiary of Seller’s Ultimate Parent; provided that, for the avoidance of doubt, any future transfer by the Seller’s - 9 -
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terms and conditions of Section 14.7(f). Seller shall provide written notice to Buyer prior to the occurrence of any Change in Control in accordance with Section 14.7. “Change in Law” means a change to any federal, state, local or other law (including any environmental law, EPS Law or RPS Law), resolution, standard, code, rule, ordinance, directive, regulation, order, judgment, decree, ruling, determination, permitting conditions, certification conditions, authorization, or approval of a Governmental Authority or WREGIS, including the adoption of any new law, resolution, standard, code, rule, ordinance, directive, regulation, order, judgment, decree, ruling, determination, permit, certificate, authorization, or approval or the issuance of any replacement or substitute law, resolution, standard, code, rule, ordinance, directive, regulation, order, judgment, decree, ruling, determination, permit, certificate, authorization, or approval, including for avoidance of doubt any change in the CAISO Tariff and the CEC RPS Guidebook, in any case, which occurs after the Effective Date and is binding on a Party, the Parties, or the Facility or any of the products sold therefrom.
“Charging Energy” means all Energy delivered into the BESS (as measured at the BESS Energy Meter), after subtracting auxiliary load and station electrical use. “Code” means the United States Internal Revenue Code of 1986, as amended. “Commercial Operation” means, with respect to the Facility, that (a) Seller has demonstrated and the Independent Engineer has confirmed in writing, that the conditions set forth in the Independent Engineer certificate and the Installed Capacity certificate attached to Appendix L-2 have been met with respect to the PV System, the BESS, and the Facility as a whole, and (b) Seller has demonstrated to the reasonable satisfaction of Buyer, that any Appendix L-2 conditions not certified by the Independent Engineer have been met with respect to the PV System, the BESS and the Facility, and in the case of both (a) and (b), the certificates associated therewith have been (i) accepted by Buyer and Buyer has provided notice of such acceptance to Seller confirming the Commercial Operation Date, or (ii) deemed accepted by Buyer in accordance with Section 3.4.
“Commercial Operation Date” means the date on which Commercial Operation of the Facility occurs, as determined pursuant to Section 3.4. “Commercial Operation Date Deadline” means December 31, 2027, which date may not be extended for any reason.
“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended, supplemented or otherwise modified from time to time, and any successor statute. “Compensable Curtailment” means any curtailment of (i) PV Delivered Energy, (ii) PV System Energy or (iii) BESS Metered Output that results in curtailment of PV System Energy due to (a) Buyer’s failure to schedule PV System Energy available for scheduling hereunder, except during any Curtailment Period and unless excused by Seller’s failure to perform or Seller’s Default, (b) the manner in which Buyer or the Scheduling Coordinator causes the Delivered Energy, BESS Metered Output or PV System Energy to be (or not to be) bid, offered or Scheduled into CAISO, - 11 -
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including as a result of Buyer or the Scheduling Coordinator Scheduling BESS Metered Output in a manner that gives rise to a curtailment of PV System Energy or PV Delivered - 12 -
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Energy, or (c) a request by Buyer to curtail PV Delivered Energy for any economic, preferential or discretionary reasons, which in any of the foregoing cases (a) – (c) shall be paid by Buyer at the applicable Contract Price.
“Compliance Expenditure Cap” means Fifty Thousand Dollars ($50,000) per MW AC of PV Contract Capacity in the aggregate throughout the Delivery Term, as may be adjusted in accordance with Section 7.7(f).
“Compliant” has the meaning set forth in Section 7.7(a). “Confidential Information” has the meaning set forth in Section 14.21(a). “Consent and Agreement” has the meaning set forth in Section 13.3. “Construction Start Date” means the date on which Seller delivers to Buyer a written certification substantially in the form attached hereto as Appendix L-1. “Construction Start Milestone” means the date that is nine (9) months prior to the Guaranteed Commercial Operation Date, as may be extended pursuant to Section 3.5(b)(i). “Contract Price” means the Base Contract Price, as adjusted by Section 6.1(b)(i), the last sentence of Section 6.1(b)(iii), and Section B of Appendix A-1. “Contract Price Ceiling” means Thirty-Five Dollars and Thirty-Six Cents ($35.36) per MWh, as adjusted pursuant to the first sentence of Section 6.1(b)(iii). “Contract Price Floor” means Twenty-Eight Dollars ($28.00) per MWh, as adjusted pursuant to the first sentence of Section 6.1(b)(iii).
“Contract Year” means each of the following consecutive periods: (i) the Initial Stub Year plus the first full calendar year following the Commercial Operation Date; (ii) each of the following seventeen (17) full calendar years (each of which shall be a Contract Year); and (iii) the nineteenth full calendar year following the Commercial Operation Date plus the Final Stub Year. “Costs” has the meaning set forth in Section 13.4(f)(iii). “CPRA” has the meaning set forth in Section 14.21(e).
“Curtailment Period” means a period of time during the Delivery Term during which the generation of Delivered Energy is required to be curtailed or reduced (in whole or part) as a result of an order, direction, alert, request, notice, instruction or directive from a Transmission Provider, the CAISO, WECC, NERC, or any other reliability entity due to (a) a System Emergency, (b) system improvements, curtailments, or scheduled and unscheduled repairs or maintenance at or downstream from the Point of Delivery, (c) an event of Force Majeure at or downstream from the Point of Delivery, (d) any reason adversely affecting the normal function and operation of the CAISO grid or a Transmission Provider’s system, as may from time to time be identified by the - 13 -
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CAISO, the Transmission Provider, WECC, NERC, or any other reliability entity; provided, that the term “Curtailment Period” shall not include any Compensable Curtailments or any periods of - 14 -
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time during which Delivered Energy or PV System Energy is reduced due to any Compensable Curtailment.
“Cycle” has the meaning set forth on Appendix K-1.
“Daily Delay Damages” means the liquidated damages specified in Section 3.5(b). “Day” means each day commencing at 12:01 a.m. Pacific Prevailing Time on such day and ending at 12:00 p.m. Pacific Prevailing Time on such day. “Day-Ahead Market” has the meaning set forth in the CAISO Tariff. “Deemed Generated Energy” has the meaning set forth in Section 7.4(c). “Default” has the meaning set forth in Section 13.1.
“Defaulting Party” has the meaning set forth in Section 13.1. “Delivered Energy” means, for any period, PV Delivered Energy and BESS Metered Output.
“Delivery Term” has the meaning set forth in Section 2.2(b). “Delivery Term Security” has the meaning set forth in Section 5.7(b). “Dischargeable Energy” has the meaning set forth on Appendix K-1. “Dischargeable Energy Adjustment Factor” has the meaning set forth on Appendix K-2. “Dischargeable Energy Performance Guarantee” has the meaning given in Section

9.6(a).
“Dispute” has the meaning set forth in Section 14.3(a). “Dispute Notice” has the meaning set forth in Section 14.3(a). “DNP3” has the meaning set forth in Section 11.7(a).
“Domestic Content Adder True Up” has the meaning set forth in Section 6.1(b)(iv). “Downgrade Event” means, with respect to the Person providing Project Development Security or Delivery Term Security hereunder, any event that results in (a) the failure of such Person to maintain the credit rating or organizational status of a Qualified Issuer, as applicable, (b) the commencement by such Person of involuntary or voluntary bankruptcy, insolvency, reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar proceeding (whether under any present or future statute, law or regulation) or (c) Buyer or any - 15 -
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Participating Member terminating any relationship with such Person pursuant to directives from any Governmental Authorities applicable to Buyer or such Participating Member. - 16 -
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“Early Termination Date” has the meaning set forth in Section 13.4(a). “Economic Sanctions Laws” means all laws administered by OFAC or any other Governmental Authority of the United States of America imposing economic sanctions and trade embargoes against Embargoed Targets.
“EEI” mean Edison Electric Institute.
“Effective Date” means the first date that both Seller and Buyer have executed this Agreement.
“Electric Metering Devices” means all meters, metering equipment, and data processing equipment conforming to the requirements set forth in Section 11.7 and used to measure, record, or transmit data relating to the Energy output from the Facility, including the quantities of PV Delivered Energy, BESS Metered Input and BESS Metered Output, which shall all comply with the CEC RPS Guidebook.
“Eligible Intermittent Resources Protocol” or “EIRP” means the Eligible Intermittent Resource Protocol, as may be amended from time to time, as set forth in the CAISO Tariff. “Embargoed Targets” means countries or Persons designated by Economic Sanctions Laws on which economic sanctions or trade embargoes have been imposed and that prohibit dealings with such countries or Persons.
“Energy” means electrical energy.
“Energy In” has the meaning set forth on Appendix K-3.
“Energy Out” has the meaning set forth on Appendix K-3. “Environmental Attribute Reporting Rights” means all rights to report ownership of the Environmental Attributes to any Person, including under Section 1605(b) of the Energy Policy Act of 1992, as amended from time to time or any successor statute, or any other current or future international, federal, state or local law, regulation or bill, or otherwise. “Environmental Attributes” means RECs, and any and all other current or future credits, benefits, emissions reductions, offsets or allowances, howsoever entitled, named, registered, created, measured, allocated or validated (A) that are at any time recognized or deemed of value (or both) by Buyer, applicable law, or any voluntary or mandatory program of any other Governmental Authority or other Person and (B) that are attributable to (i) generation of PV System Energy during the Delivery Term or Replacement Energy required to be delivered by Seller to Buyer during the Delivery Term, (ii) storage of Energy or other services in connection with the BESS and (iii) the emissions or other environmental characteristics of PV System Energy or Replacement Energy or its displacement of conventional or other types of Energy generation.

Environmental Attributes include any of the aforementioned arising out of legislation or regulation concerned with oxides of nitrogen, sulfur, carbon, or any other greenhouse gas or chemical - 17 -
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compound, particulate matter, soot, or mercury, or implementing the United Nations Framework Convention on Climate Change (the “UNFCCC”), the Kyoto Protocol to the UNFCCC, - 18 -
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California’s greenhouse gas legislation (including RPS Law and California Assembly Bill 32 (Global Warming Solutions Act of 2006) and any regulations implemented pursuant to that act, including any compliance instruments accepted under the California Cap on Greenhouse Gas Emissions and Market-Based Compliance Mechanisms regulations of the California Air Resources Board or any successor regulations thereto) or any similar international, federal, state or local program or crediting “early action” with a view thereto, laws or regulations involving or administered by the CAMD and all Environmental Attribute Reporting Rights, including all evidences (if any) thereof such as renewable energy certificates of any kind. Environmental Attributes for purposes of this definition are separate from the PV System Energy and do not include (a) any federal, state or local investment tax credits (including ITCs), any federal, state or local production tax credits (including PTCs) or other tax credits providing a tax benefit to Seller or any other Person based on an ownership or security interest in the Facility or PV System Energy, (b) any depreciation deductions or similar benefits, and any other tax benefits arising from ownership or operation of the Facility and (c) cash grants or other financial incentives from any federal, state or local government available to Seller with respect to the Facility (including cash payments or grants of money in lieu of tax credits).
“EP&C Cost Certificate” has the meaning set forth in Section B(2)(a) of Appendix 1-A. “EPA” means the United States Environmental Protection Agency. “EPC Contractor” means one or more engineering, procurement, and construction contractors, or if not utilizing an engineering, procurement and construction contractor, one or more entities having lead responsibility for the management of overall construction activities, selected by Seller, with substantial experience in the engineering, procurement, and construction of power plants of the same type as the PV System and battery energy storage facilities of the same type as the BESS.
“EPS Compliance” or “EPS Compliant” when used with respect to the Facility or any other facility providing Replacement Energy at any time, means that the Facility or facility, as applicable, satisfies both the PUC Performance Standard and the CEC Performance Standard in effect at the time for baseload electric generation facilities and storage facilities; provided, if it is impossible for the Facility or facility, as applicable, to satisfy both the PUC Performance Standard and the CEC Performance Standard in effect at any time, the Facility or facility, as applicable, shall be deemed EPS Compliant if it satisfies the CEC Performance Standard in effect at the time and those portions of the PUC Performance Standard in effect at the time that it is possible for the Facility or facility, as applicable, to satisfy while at the same time satisfying the CEC Performance Standard in effect at the time.
“EPS Law” means Sections 8340 and 8341 of the California Public Utilities Code or its successor or comparable state or federal programs.
“Escrow Account” has the meaning set forth in the definition of “Acceptable Form of Performance Assurance”.
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“Estimated BESS EP&C Costs” has the meaning set forth in Section B(1)(b) of Appendix 1-A.
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“Estimated PV System EP&C Costs” has the meaning set forth in Section B(1)(a) of Appendix 1-A.
“Excess Compliance Cost” has the meaning set forth in Section 7.7(b). “Excess Energy” means, in any Contract Year, PV Delivered Energy in excess of one hundred and fifteen percent (115%) of the Annual Contract Quantity for such Contract Year, which deliveries shall be verified in invoices provided by Seller as set forth in Section 11.3(a). “Excess Expenditure Notice” has the meaning set forth in Section 7.7(b). “Excused Conditions” means: (a) any period during which Seller is unable to generate or deliver energy to the Point of Delivery to the extent caused by (i) an event of Force Majeure, (ii) a Compensable Curtailment, or (iii) System Emergency, (b) any Curtailment Period, or (c) any Permitted Scheduled Outage Period.
“Expected RA Capacity” means, for each Contract Year and each month during the applicable Contract Year, the expected RA Capacity allocated to Buyer, as set forth in Appendix C for such Contract Year.
“Facility” means the co-located PV System and BESS to be located on the Site, including the structures, facilities, equipment, fixtures, appurtenances, improvements and associated real and personal property, physical and intangible property, and other rights and interests as further described in Appendix B-1 and depicted on Appendix B-2, including all property interests and related transmission and other facilities.
“Facility Cost” means as of the applicable measurement date, the aggregate amount of all costs and expenses incurred by Seller for the development, design, engineering, equipping, procuring, constructing, installing, starting up and testing of the Facility, including (a) the cost of all labor, services, materials, supplies, equipment, tools, transportation, supervision, storage, training, demolition, site preparation, civil works, and remediation in connection therewith, (b) the cost of acquiring the leasehold interest and any other property, easement or other interest in the Site, (c) the cost of acquiring the Permits for the Facility and (d) the cost of establishing a spare parts inventory for the Facility, if any, net of any revenue from Startup and Test Energy. “Facility Debt” means any senior or subordinated construction, interim or long-term debt financing (not including any back leverage debt for which Seller has no liability) or refinancing for or in connection with the development, construction, purchase, ownership, installation or operation of the Facility, including (a) any financing or refinancing provided to Seller or any Upstream Equity Owner with respect to the Facility (including as part of a portfolio with other energy generation projects but not including any back leverage debt for which Seller has no liability) and (b) any interest rate protection agreements hedging any of the foregoing debt obligations. “Facility Lender” means (a) any financing party providing any Facility Debt (or any refinancing thereof) or any trustee or agent acting on behalf of any such financing party or parties - 21 -
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and (b) any Tax Equity Investor providing any equity financing or refinancing for or in connection with the development, construction, purchase, ownership, installation or operation of the Facility, - 22 -
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including in connection with any Tax Equity Financing or Sale Leaseback Financing or refinancing, and (c) any Person engaged by Seller to provide a financial or interest rate hedge associated with the Facility or any Facility Debt.
“Fair and Reasonable” has the meaning set forth in the definition of “Special Purpose Entity”.
“FERC” means the Federal Energy Regulatory Commission.
“Final Stub Year” means the period beginning on the first day of January following the nineteenth (19th) full calendar year following the Commercial Operation Date and ending at 24:00 hours on the date that, together with the number of days in the Initial Stub Year, would be equal to three hundred sixty-five (365) days.
“Force Majeure” has the meaning set forth in Section 14.6(b). “Force Majeure Notice” has the meaning set forth in Section 14.6(a). “Forced Outage” means the removal of service availability of the Facility, or any portion of the Facility, for reasons or conditions in which the Facility, or any portion thereof, is unavailable due to unanticipated failure, including as a result of Force Majeure. “Full Capacity Deliverability Status” or “FCDS” has the meaning set forth in the CAISO Tariff.
“Gains” has the meaning set forth in Section 13.4(f)(i). “Generator Interconnection Agreement” means the agreement and associated documents (or any successor agreement and associated documentation approved by FERC) by and among Seller, Southern California Edison Company, and the CAISO governing the terms and conditions of Seller’s interconnection with the CAISO grid, including any description of the plan for interconnecting to the CAISO grid.
“Governmental Authority” means any federal, state, regional, city or local government, any intergovernmental association or political subdivision thereof, or other governmental, regulatory or administrative agency, court, commission, administration, department, board, or other governmental subdivision, legislature, rulemaking board, tribunal, or other governmental authority with jurisdiction over the Parties, the Facility, or this Agreement, or any Person acting as a delegate or agent of any Governmental Authority; provided that “Governmental Authority” specifically excludes Buyer and the Participating Members.
“Green Value” consists of the market value of (a) avoided greenhouse gas emissions and/or credits associated with RPS Compliant energy, and (b) all other Environmental Attributes and avoided emissions related attributes and benefits that would otherwise have been realized had Seller generated the PV Delivered Energy for the applicable Contract Year, and shall be calculated as an amount equal to the time weighted average of the prices of greenhouse gas emissions reduction and - 23 -
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other Environmental Attributes (as published in commercial indices related to California energy markets) that would have been realized for each MWh of the Shortfall Energy; - 24 -
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provided, that if for any Contract Year there does not exist a liquid trading market that is mutually agreeable to the Parties to determine such Green Value, the Green Value will be equal to the replacement cost for the attributes described in clauses (a) and (b) above, expressed in $/MWh, as of the final day of the Contract Year representing the average for such Contract Year in which the applicable Shortfall Energy accrues.
“Grid-Charging Actual Percentage” means, at any given time during any Grid-Charging Measuring Period, the quotient (expressed as a percentage) of (x) the total cumulative amount of Grid-Charging Energy during such Grid-Charging Measuring Period as of such point in time divided by (y) the total cumulative amount of Charging Energy during such Grid-Charging Measuring Period as of such point in time.
“Grid-Charging Energy” means all Charging Energy used to charge the BESS other than PV System Energy.
“Grid-Charging Limit” means a Grid-Charging Actual Percentage of twenty-five percent (25%), provided, however, that in the event of a Change in Law related to the Property Tax Exclusion that expressly permits Grid-Charging Energy in excess of twenty-five percent (25%) without affecting the value of Seller’s Property Tax Exclusion, Buyer shall have the right to charge the BESS up to the limit permitted under such Change in Law. “Grid-Charging Measuring Period(s)” means the first Tax Year after Commercial Operation of the BESS is achieved and subsequent Tax Year throughout the Delivery Term. “Guaranteed Commercial Operation Date” means December 31, 2026, as may be extended pursuant to Section 3.5(b)(i).
“Guaranteed Delivered Energy” means, with respect to each Contract Year, eighty percent (80%) of the Annual Contract Quantity for such Contract Year as specified on Appendix C. “Guaranteed Dischargeable Energy” has the meaning set forth on Appendix K-1. “ICCP” has the meaning set forth in Section 11.7(a).
“IEEE” means the Institute of Electrical and Electronics Engineers. “Indemnitees” has the meaning set forth in Section 14.19(a). “Independent Engineer” means (a) DNV GL, AWS Trupower, UL, and Intertek, or (b) if none of the firms identified in clause (a) are selected by Seller, then a Person mutually acceptable to both Parties.
“Inflation Reduction Act” means U.S. federal public law 117-169 and all regulations and guidance promulgated thereunder.
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“Initial Stub Year” means the period beginning on the Commercial Operation Date and ending at 24:00 hours on December 31 in the year during which the Commercial Operation Date occurs.
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“Installed Capacity” has the meaning set forth on Appendix 2 to Appendix L-2. “Installed PV Capacity” has the meaning set forth on Appendix 2 to Appendix L-2. “Installed Storage Capacity” has the meaning set forth on Appendix 2 to Appendix L-2. “Insurance” means the policies of insurance as set forth on Appendix F. “Interconnection Delay” means the Participating TO’s Interconnection Facilities, Distribution Upgrades, and Network Upgrades (each, as defined in the Generator Interconnection Agreement) are not complete by October 31, 2026, for reasons not caused by Seller or any Affiliate of Seller.
“Interest Rate” has the meaning set forth in Section 11.4. “IRS” means the Internal Revenue Service.
“ISA” means the Instrument Society of America.
“ITC” means the federal investment tax credit under Section 48 of the Code or Section 48E of the Code, as applicable.
“ITC Domestic Content Adder” has the meaning set forth in Section 6.1(b). “Key Milestone” means a Milestone for which liquidated damages are provided in Appendix I.
“kW” means kilowatt in AC.
“kWh” means kilowatt-hours.
“Legal Opinion” means an executed original of a written legal opinion of Seller’s legal counsel, Orrick, Herrington & Sutcliffe LLP, dated as of the Effective Date, addressed to Buyer and in form and substance reasonably acceptable to Buyer, concerning, among others, the legal enforceability and due authorization of this Agreement. “Lessor” means any lessor of real property for the Facility pursuant to a Site Control Document.
“Licensed Professional Engineer” means an independent, professional engineer reasonably acceptable to Buyer, licensed in the State of California, and otherwise qualified to perform the work required hereunder.
“Lien” means any mortgage, deed of trust, lien, security interest, retention of title or lease for security purposes, pledge, charge, encumbrance, equity, attachment, claim, easement, right of way, covenant, condition or restriction, leasehold interest, purchase right or other right of any kind, including any option, of any other Person in or with respect to any real or personal property. - 27 -
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“Local Capacity Requirement Attributes” means the benefits or attributes now or existing in the future based on the procurement obligations of Buyer with respect to local resource capacity requirements as prescribed by the PUC, the CAISO or other regional entity, and that are associated with the electric generating capability of the Facility. “Locational Marginal Price” or “LMP” has the meaning set forth on Appendix C of the CAISO Tariff.
“Losses” has the meaning set forth in Section 13.4(f)(ii). “Major Maintenance Blockout” has the meaning set forth in Section 4.4(b). “Market Price Index” means the weighted average of the Integrated Forward Market hourly price for all the Reference Hours in the Contract Year, as published by the CAISO, for the SP-15 Existing Zone Generation Trading Hub (as defined in the CAISO Tariff) weighted by hourly and monthly volumes in the forecast most recently delivered by Seller pursuant to Section 7.3(c); provided, that in the event there are no longer market prices for SP-15 Existing Zone Generation Trading Hub, the Parties will mutually agree to a replacement market price index that most closely reflects the geographic location of the SP-15 Existing Zone Generation Trading Hub at the Effective Date; and, provided, further, that if a market price index for solar energy that would more accurately track the price of the PV Delivered Energy is created, the Parties may mutually agree to adapt such index price as the “Market Price Index” at such time. “Maximum Delivery Rate” means the maximum hourly rate of delivery of PV Delivered Energy in MWh, which shall be one hundred seventeen (117) MWh. “MESA” means the Modular Energy Storage Architecture Standards Alliance. “Milestone” has the meaning set forth in Section 3.5(a)(i). “Milestone Date” has the meaning set forth in Section 3.5(a)(i). “Minimum BESS Size” has the meaning set forth in Section D(1) of Appendix A-2. “Minimum Dischargeable Energy Performance Guarantee” has the meaning set forth on Appendix K-1.
“Minimum Round Trip Efficiency Performance Guarantee” has the meaning set forth on Appendix K-1.
“Modified BESS Capacity Price” has the meaning set forth in Section 9.6(b). “Month” means a calendar month commencing at 12:01 a.m. Pacific Prevailing Time on the first day of such month and ending at 12:00 p.m. Pacific Prevailing Time on the last day of such month.
“Moody’s” means Moody’s Investor Services, Inc.
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“MW” means megawatt in AC.
“MWh” means megawatt-hours.
“NERC” means the North American Electric Reliability Corporation. “New Resource Implementation Process” or “NRIP” means the process and requirements for new resource implementation, as amended from time to time, as set forth in the CAISO Tariff.
“Non-Compensable Curtailment” has the meaning set forth in Section 7.4(a). “Non-Defaulting Party” has the meaning set forth in Section 13.4(a). “Notification Deadline” has the meaning set forth in Section 10.3(a). “Notifying Party” has the meaning set forth in Section 14.3(a). “NTP BESS EP&C Costs” has the meaning set forth in Section B(2)(b) of Appendix A1. “NTP PV System EP&C Costs” has the meaning set forth in Section B(2)(a) of Appendix A-1.
“O&M Agreement” means the agreement for the provision of operation and maintenance services for the Facility entered into or to be entered into by and between Seller and a Qualified Operator.
“OFAC” means the U.S. Department of Treasury’s Office of Foreign Assets Control. “Off-Peak Season” means each period during the Delivery Term including solely the consecutive calendar months of November through April.
“Off-Peak Season BESS Availability” has the meaning set forth on Appendix K-1. “Off-Peak Season BESS Availability Adjustment Factor” has the meaning set forth on Appendix K-2.
“Off-Peak Season BESS Availability Guarantee” has the meaning set forth in Section 9.6(a).
“Operating Restrictions” means the restrictions set forth on Appendix Q. “OSHA” means the Occupational Safety and Health Administration of the United States Department of Labor.
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“Outside BESS Date” has the meaning set forth in Section A(2) of Appendix A-2. “Pacific Prevailing Time” means the local time in the State of California. - 30 -
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“Partial Capacity Deliverability Status” or “PCDS” has the meaning set forth in the CAISO Tariff.
“Participating Members” means the City of Vernon, the City of Pasadena and the City of Anaheim.
“Party” or “Parties” has the meaning set forth in the preamble of this Agreement. “Peak Season” means each period during a Contract Year including solely the calendar months of May through October in any Contract Year, including in the Initial Stub Year or Final Stub Year, to the extent a full Peak Season occurs during a stub year. “Peak Season BESS Availability” has the meaning set forth on Appendix K-1. “Peak Season BESS Availability Adjustment Factor” has the meaning set forth on Appendix K-2.
“Peak Season BESS Availability Guarantee” has the meaning set forth in Section 9.6(a). “Performance Security” means the Project Development Security and/or Delivery Term Security for the Facility, together or individually, as applicable. “Period Hours” has the meaning set forth on Appendix K-1. “Permits” means all permits, licenses, franchises, certificates, concessions, consents, authorizations, certifications, self-certifications, approvals, registrations, orders, filings, entitlements and similar requirements of whatever kind and however described that are required to be filed with, submitted to or obtained from any Governmental Authority by any Person with respect to the development, siting, design, acquisition, construction, equipping, financing, ownership, possession, shakedown, start-up, testing, operation or maintenance of the Facility, the production, sale and delivery of Products from the Facility, including Energy, Capacity Rights and Environmental Attributes, or any other transactions or matter contemplated by this Agreement (including those pertaining to electrical, building, zoning, environmental and occupational safety and health requirements), including the CEQA Determination and the Permits described in Appendix B-1.
“Permitted Encumbrances” means (a) the Lien in favor of the Facility Lender, (b) any Lien approved by Buyer in a writing separate from this Agreement that expressly identifies the Lien as a Permitted Encumbrance, (c) Liens for Taxes not yet due or for Taxes being contested in good faith by appropriate proceedings, so long as such proceedings do not involve a material risk of the sale, forfeiture, loss or restriction on the use of the Facility or any part thereof, provided that such proceedings end by the expiration of the Agreement Term, (d) suppliers’, vendors’, mechanics’, workman’s, repairman’s, employees’ or other like Liens arising in the ordinary course of business for work or service performed or materials furnished in connection with the Facility for amounts the payment of which is either not yet delinquent or is being contested in good faith by appropriate proceedings so long as such proceedings do not involve a material risk of the sale, - 31 -
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forfeiture, loss or restriction on use of the Facility or any part thereof, and (e) easements, rights- ofway, reservations, restrictions, defects in title, encroachments and other similar non-monetary - 32 -
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encumbrances that have been identified to Buyer in writing prior to the Commercial Operation Date and that do not interfere with or impair the operation of the Facility or performance of Seller’s obligations as contemplated by this Agreement.
“Permitted Scheduled Outage Period” means eighty-eight (88) hours per Contract Year (increased pro rata for any Contract Year exceeding 365 days) in which Seller performs Scheduled Outages for the Facility meeting the requirements of Section 4.4. Seller’s use of such eighty-eight (88) hours shall be pro-rated by multiplying the number of hours during which the Facility is subject to a Scheduled Outage by the percentage that the Installed Capacity is reduced for such outage.
“Person” means any individual, corporation, partnership, joint venture, limited liability company, association, joint stock company, trust, unincorporated organization, entity, government or other political subdivision.
“Pnode Price” means the Locational Marginal Price of the Facility’s Pnode at the Point of Delivery, as determined by CAISO, which, for the avoidance of doubt, shall not include the value of any Environmental Attributes or Capacity Rights, if any. “Point of Delivery” means the Redbluff Substation 220kV bus in Riverside County, California, or such other substantially similar point agreed to by the Parties prior to the Commercial Operation Date.
“Point of Interconnection” means the Redbluff Substation 220kV bus in Riverside County, California.
“Pre-COD Liability Cap” has the meaning set forth in Section 14.19(e). “Present Value Rate” means, at any date, the sum of one half percent (0.50%) plus the yield reported on page “USD” of the Bloomberg Financial Markets Services Screen (or, if not available, any other nationally-recognized trading screen reporting on-line intraday trading in United States government securities) at 11:00 a.m. (New York City, New York time) for the United States government securities having a maturity that most nearly matches the Remaining Term at that date.
“Products” means any and all Delivered Energy, Capacity Rights, Environmental Attributes, and ancillary products, services or attributes similar to the foregoing that are or can be produced by, or are associated with, the Facility, whether now attainable or established in the future, including delivered energy, renewable attributes, and renewable energy credits, excluding all tax-related benefits (including ITC and PTC benefits). The REC Products shall meet the standard of “Portfolio Content Category 1” as defined by RPS Law. “Project Development Security” has the meaning set forth in Section 5.7(a). “Property” those certain parcels of real property located at the address of the Facility, as more particularly described on Appendix B-1.
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“Property Tax Exclusion” means the “new construction” exclusion from California real property taxation under California Revenue and Taxation Code Section 73 or a similar law. “Prudent Utility Practices” means those practices, methods, and acts, that are commonly used by a significant portion of the solar-power generation industry and the battery energy storage industry (including, if applicable, the co-located solar power generation and battery storage industry), in each case, in prudent engineering and operations to design, construct, and operate and maintain electric equipment (including solar-powered facilities and battery energy storage facilities) lawfully and with safety, dependability, reliability, efficiency, and economy, including any applicable practices, methods, acts, guidelines, standards and criteria of the CAISO, FERC, NERC, WECC, as each may be amended from time to time, and all applicable Requirements of Law. Prudent Utility Practices are not intended to be limited to the optimum practice, method, or act, to the exclusion of all others, but rather is intended to include a range of acceptable practices, methods, and acts generally accepted in the industry.
“PTC” means the federal production tax credit under Section 45 of the Code or Section 45Y of the Code, as applicable.
“PTC Domestic Content Adder” has the meaning set forth in Section 6.1(b). “PTC Option Amendment” has the meaning set forth in Section 3.8. “Public Utilities Code” means the Public Utilities Code of the State of California, as may be amended from time to time.
“PUC” means the California Public Utilities Commission and any successor thereto. “PUC Performance Standard” means, at any time, the greenhouse gas emission performance standard in effect at such time for electric generation facilities owned or operated (or both) by load-serving entities and not local publicly-owned electric utilities, or for which a loadserving entity and not a local publicly owned electric utility has entered into a contractual agreement for the purchase of power from such facilities, as established by the PUC or other Governmental Authority under the EPS Law.
“PV Capacity Cure Period” has the meaning set forth in Section 3.11(a). “PV Capacity Damages” has the meaning set forth in Section 3.11(a). “PV Contract Capacity” means one hundred seventeen (117) MWac, as measured by the sum of inverter nameplate capacity.
“PV Delivered Energy” means PV System Energy (net of all auxiliary and parasitic loads, station electrical uses, and electrical transmission and transformation losses, all in conformance with the CEC RPS Guidebook, from the PV System to the Point of Delivery), as measured in MWh by the PV Energy Meter in compliance with CAISO metering rules. - 34 -
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“PV Energy Meter” means CAISO-approved and CAISO-polled Electric Metering Device located at the PV System dedicated solely to the PV System as depicted on Appendix O. - 35 -
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“PV Shortfall Adjustments” has the meaning set forth in Section 3.11(a). “PV System” means the solar photovoltaic electric generating facility to be developed, constructed, owned and operated by Seller (as further described on Appendix B-1). “PV System Energy” means Energy generated by the PV System. “PV System EP&C Budget” has the meaning set forth in Section B(1)(a) of Appendix 1-A.
“QRE” has the meaning set forth in Section 8.4.
“Qualified Buyer Assignee” means any (a) Participating Member or (b) any other nonparticipating member of Buyer that, in each case of (a) and (b), (i) executes a written assumption agreement in favor of Seller pursuant to which such Person assumes all of the obligations of Buyer under this Agreement and the Ancillary Documents, (ii) is rated (A) “Baa2” or higher by Moody’s and “BBB” or higher by S&P, if such Person is rated by both Moody’s and S&P, (B) “Baa2” or higher by Moody’s or “BBB” or higher by S&P if such Person is rated by either S&P or Moody’s, or (C) equivalent ratings by any other credit rating agency of recognized national standing, and (iii) is a load serving entity purchasing Energy for resale.
“Qualified Issuer” means a Person (a) acceptable to Buyer or (b) that maintains a United States domestic branch, and a current long-term credit rating (corporate or long-term senior unsecured debt) of (1) “A2” or higher by Moody’s and “A” or higher by S&P, if such Person is rated by both Moody’s and S&P or (2) “A2” or higher by Moody’s, or “A” or higher by S&P if such Person is rated by either S&P or Moody’s.
“Qualified Operator” means (a) with respect to the PV System portion of the Facility, a Person reasonably acceptable to Buyer that has at least three (3) years of operating experience with photovoltaic solar powered generation facilities that are in excess of one hundred and seventeen (117) MW AC in capacity and (b) with respect to the BESS, a Person reasonably acceptable to Buyer that has operating experience with battery energy storage systems that are comparable in size, configuration and capabilities to the BESS, including being connected to, or feeding Energy to, a high voltage transmission level.
“Qualified Transferee” means a Person that (a) maintains, or whose direct or indirect parent maintains, a current long-term credit rating (corporate or long-term senior unsecured debt) of (i) “A2” or higher by Moody’s and “A” or higher by S&P, if such Person is rated by both Moody’s and S&P or (ii) “Aa2” or higher by Moody’s, or “AA” or higher by S&P if such Person is rated by either S&P or Moody’s, or (iii) equivalent ratings by any other credit rating agency of recognized national standing, (b) has a tangible net worth of at least One Hundred and Fifty Million Dollars ($150,000,000.00), or (c) is reasonably acceptable to Buyer, and in each case (d) (i) retains, or causes Seller to retain, a Qualified Operator to operate the Facility (or otherwise agrees not to interfere with the existing Qualified Operator for the Facility) and (ii) executes a written assumption agreement in favor of Buyer pursuant to which any such Qualified Transferee shall assume all the obligations of Seller under this Agreement. - 36 -
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“Quality Assurance Program” or “Q/A Program” has the meaning set forth in Section 5.5.
“RA Capacity” means for any given period of time, the transferrable qualifying and deliverable capacity of the Facility for RAR purposes allocated to Buyer for such period of time, as determined by the CAISO or other Governmental Authority authorized to make such determination under Requirements of Law.
“RA Replacement Price” means, with respect to each MW of RA Shortfall, (a) if Buyer purchases replacement RA Capacity from a generating facility other than the Facility prior to the applicable CAISO submission deadline, an amount equal to the actual amount paid by Buyer to purchase such replacement RA Capacity, and (b) if Buyer does not purchase replacement RA Capacity as contemplated by the preceding clause, an amount equal to the average of no less than three broker quotes obtained by Buyer stating the value of the applicable portion of the Expected RA Capacity; provided, however, that if three broker quotes are not available to Buyer after making commercially reasonable efforts to obtain such quotes, then the RA Replacement Price will be equal to the average of any available broker quotes.
“RA Shortfall” means (a) the quantity of Expected RA Capacity not provided by Seller for the applicable time period, minus (b) the quantity of Replacement RA Capacity provided by Seller for such time period, minus (c) the quantity of Expected RA Capacity that Seller was unable to provide solely as a result of Force Majeure, Excused Conditions or BESS Excused Conditions. “RAAIM Program” means CAISO’s Resource Adequacy Availability Incentive Mechanism.
“RAR” means the resource adequacy requirements established for load-serving entities by the PSC pursuant to Requirements of Law and PUC decisions, the CAISO pursuant to the CAISO Tariff, or any other Governmental Authority having jurisdiction. “Real-Time LMP” means the LMP for the Real-Time Market for the applicable Settlement Interval.
“Real-Time Market” has the meaning set forth in the CAISO Tariff. “REC” or “Renewable Energy Credit” means a certificate of proof associated with the generation of electricity from an eligible renewable energy resource, which certificate is issued through the accounting system established, used or approved by the CEC pursuant to the RPS Law, evidencing that a stated quantity of energy (of at least one (1) MWh and in whole units only) was generated and delivered from such eligible renewable energy resource. Such certificate is a tradable environmental commodity (also known as a “green tag” or “renewable energy certificate”) for which the owner of the REC can evidence that it has purchased Energy that is CEC Certified. “Recipient Party” has the meaning set forth in Section 14.3(a). - 37 -
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“Reference Hour” means any hour from hour-ending 0700 to hour-ending 2200 (i.e., 7:00 a.m. to 9:59 p.m.) on Monday through Sunday, Pacific Prevailing Time, excluding NERC holidays. - 38 -
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“Remaining Term” means, at any date, the remaining portion of the Delivery Term at that date without regard to any early termination of this Agreement. “Remedial Action Plan” has the meaning set forth in Section 3.5(a)(iii). “Replacement Capacity Rights” means Capacity Rights, if any, equivalent to those that would have been provided by the Facility during the Contract Year for which the Replacement Product is being provided.
“Replacement Energy” means Energy that is produced by a facility (or facilities) other than the Facility that, at the time delivered to Buyer, (a) is both RPS Compliant and, if applicable, EPS Compliant, and (b) qualifies under California Public Utilities Code Section 399.16(b)(1). “Replacement Price” has the meaning set forth in Section 7.7(c). “Replacement Product” means (a) Replacement Energy, and (b) Replacement Capacity Rights.
“Replacement RA Capacity” has the meaning set forth in Section 10.3(a). “Requirement of Law” means any federal, state, local or other law (including AntiCorruption Laws, Anti-Terrorism Laws, Economic Sanctions Laws and any environmental law, EPS Law or RPS Law), resolution, standard, code, rule, ordinance, directive, regulation, order, judgment, decree, ruling, determination, permit, certificate, authorization, or approval of a Governmental Authority, including those pertaining to electrical, building, zoning, environmental and occupational safety and health requirements.
“Requirements” means, collectively, (a) any standards or requirements of ASTM, ASME, AWS, EPA, EEI, IEEE, ISA, MESA, National Electrical Code, National Electric Safety Code, OSHA, Cal-OSHA, Uniform Building Code, or Uniform Plumbing Code applicable to the design or construction of the Facility, (b) any applicable local county fire department standards or codes, (c) Prudent Utility Practices, (d) all applicable Requirements of Law, including the UCC, (e) Seller’s Quality Assurance Program, and (f) all other requirements of this Agreement. “Resource Adequacy Attributes” means the benefits or attributes, if any, now or existing in the future based on the procurement obligations of Buyer with respect to Resource Adequacy as prescribed by the PUC, the CAISO or any other regional entity, and that are associated with the electric generating capability of the Facility. Buyer will be entitled to all Resource Adequacy Attributes from the Facility. Resource Adequacy estimates will be calculated using the PUC methodology for calculating qualifying capacity for co-located resources. “RFP” has the meaning set forth in the recitals to this Agreement. “ROFO Notice” has the meaning set forth in Section E of Appendix A-2. “ROFO Offer” has the meaning set forth in Section E of Appendix A-2. - 39 -
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“Round Trip Efficiency” or “RTE” has the meaning set forth on Appendix K-1. - 40 -
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“Round Trip Efficiency Adjustment Factor” has the meaning set forth on Appendix K-2.
“Round Trip Efficiency Performance Guarantee” has the meaning set forth in Section 9.6(a).
“RPS Compliance” or “RPS Compliant” means, when used with respect to the PV System or any other facility at any time, that all Energy generated by such facility at all times shall, together with all of the associated Environmental Attributes, qualify as a “portfolio content category 1” eligible renewable resource, or equivalent if the RPS Law is changed, under the RPS Law and meet the requirements of Public Utilities Code Section 399.16(b)(1). “RPS Compliance Period” means each “Compliance Period” as defined in the RPS Law. “RPS Law” means the California Renewable Energy Resources Act, including the California Renewables Portfolio Standards Program, Article 16 of Chapter 2.3 of Part 1 of Division 1 of the Public Utilities Code, California Public Resources Code § 25740 through 25751, Division 25.5 of California Health and Safety Code (commencing with Section 38580) and any related regulations or guidebooks promulgated by the CEC or, as applicable, the California Air Resources Board, and as all of the foregoing may be promulgated and implemented from time to time, and any replacement laws or regulations.
“S&P” means Standard & Poor’s Financial Services LLC.
“Sale Leaseback Financing” means a sale leaseback whereby the Facility or the Site is sold by Seller to one or more investors (each, a “Sale Leaseback Lessor”) and leased back by Seller and Seller retains a right of quiet enjoyment over the Site (or the Facility, as applicable) during the lease term as long as Seller pays Sale Leaseback Lessor thereof rent and meets its other obligations under the lease; provided that a Sale Leaseback Financing shall comply with the provisions of Section

12.5(d).
“Sale Leaseback Lessor” has the meaning set forth in the definition of “Sale Leaseback Financing”.
“SCADA” means the supervisory control and data acquisition system for the Facility. “Schedule” or “Scheduling” means the actions of Seller and Buyer, their Authorized Representatives, and the Transmission Providers, if applicable, of notifying, requesting and confirming to the CAISO the amounts of Delivered Energy and Replacement Product expected to be delivered (from the PV System or the BESS) consistent with the Scheduling interval at the Point of Delivery on any given date following the Commercial Operation Date and during the Delivery Term, all in the manner contemplated by the CAISO Tariff. “Scheduled Outage” means any outage with respect to the Facility other than a Forced Outage.
“Scheduled Outage Projection” has the meaning set forth in Section 4.4(b). - 41 -
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“Scheduling Coordinator” has the meaning set forth in the CAISO Tariff. “Scheduling Procedures” has the meaning set forth in Section 7.3(g). “Seller” has the meaning set forth in the preamble of this Agreement. “Seller’s Ultimate Parent” means, (a) as of the Effective Date, EDF Renewables, Inc., a Delaware corporation, and (b) from and after any other Change in Control where Seller’s Ultimate Parent entity changes, the entity set forth in Schedule 12.2(h) as Seller’s Ultimate Parent. “Settlement Interval” has the meaning set forth in the CAISO Tariff. “Shortfall Damages” has the meaning set forth in Section 9.3. “Shortfall Energy” has the meaning set forth in Section 9.1. “Shortfall Makeup Period” means the Contract Year following the end of the Contract Year during which Shortfall Energy accrues.
“Site” means the real property (including all fixtures and appurtenances thereto) and related physical and intangible property generally identified in Appendix B-2 as owned or leased by Seller where the Facility is located or will be located, and including any easements, rights-of- way or contractual rights held or to be held by Seller for transmission lines or roadways servicing such Site or the Facility located (or to be located) thereon.
“Site Control” means that the Site Control Documents have been executed by Seller and each counterparty thereto and are in full force and effect and such Site Control Documents are sufficient to permit Seller to fulfill all of its obligations under this Agreement. “Site Control Documents” means the real property leases and easements for the Site that together establish Site Control, including, as applicable, the documents listed on Appendix M. “Special Purpose Entity” means a limited liability company which at all times on and after the Effective Date meets the following conditions:
(a) shall not (i) (A) engage in any consolidation or merger with or into any other business entity, (B) acquire by purchase or otherwise all or substantially all of the business or assets of or beneficial interest in any other entity, or (C) transfer, lease or sell, in one transaction or any combination of transactions, all or substantially all of its properties or assets, except in each such case to the extent permitted herein; provided that for avoidance of doubt this clause (i) shall not limit the ability of the Special Purpose Entity to interpose or remove a special purpose entity that has no assets or business into or out of the chain of ownership; or (ii) modify, amend or waive any provisions of its organizational documents in a manner inconsistent with its status as a Special Purpose Entity;
(b) was organized solely for the purpose of acquiring, developing, owning, - 42 -
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holding, selling, financing, leasing, transferring, exchanging, managing and operating the Facility, selling energy, attributes, capacity and other Products from the Facility, entering into offtake - 43 -
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agreements such as this Agreement with Buyer, and transacting lawful business that is incident, necessary and appropriate to accomplish the foregoing;
(c) has not been, is not, and will not be engaged in any business unrelated to the acquisition, development, construction, financing, ownership, management or operation of the Facility or a larger project of which the Facility is a component part (including the sale of energy, attributes, capacity and other Products from such Facility or larger project); (d) other than excess real property rights, has not had, and does not have and will not have, any assets other than those related to the Facility or to any larger project of which the Facility is a component part;
(e) has held itself out as and will hold itself out to the public as a legal entity separate and distinct from any other entity and has not failed and will not fail to correct any known misunderstanding regarding the separate identity of such entity; (f) has maintained and will maintain its accounts, organizational books and records, resolutions and agreements separate from any other Person and has filed and will file its own tax returns (except to the extent treated as a “disregarded entity” for tax purposes and not required to file tax returns under applicable law);
(g) has maintained and will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any other Person;
(h) has not entered into or been a party to, and will not enter into or be a party to, any transaction with its members or Affiliates, except (i) on terms that are intrinsically fair, commercially reasonable or no less favorable to it than would be obtained in a comparable arm’s length transaction with an unrelated third party (“Fair and Reasonable”); (ii) in connection with the development or construction of the Facility; or (iii) as otherwise set forth and permitted in this Agreement;
(i) does not and will not have any obligation to indemnify, and has not indemnified and will not indemnify any Person other than (i) its officers, managers, or members (and the Affiliates of such members and their officers, managers, or members), as the case may be, as required by its organizational documents or in connection with activities related to the performance of this Agreement, or (ii) entities requiring indemnification in the normal course of business in connection with the acquisition, development, construction, financing, ownership, management and operation of the Facility, including, without limitation, indemnification of Affiliates pursuant to contracts permitted in this Agreement; (j) has considered and shall consider the interests of its creditors, if any, in connection with all limited liability company actions, if at any time it perceives that it is not or believes that it may not be (i) solvent or (ii) able to pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) from its assets as the same shall become due; - 44 -
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(k) does not and will not have any of its obligations guaranteed by any Affiliate and does not and will not hold itself out as being responsible for the debt obligations of any other - 45 -
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Person, except (i) any parent guarantees that may be issued by an upstream Affiliate for any Facility Debt, hedge for the Facility, Tax Equity Financing or construction and/or supply agreements necessary for the acquisition, development, construction, financing, ownership, management or operation of the Facility, (ii) in accordance with the Generator Interconnection Agreement, or (iii) as otherwise permitted in this Agreement;
(l) has (i) complied and will comply with the terms and provisions contained in its organizational documents, and (ii) has done or caused to be done and will do all things necessary to preserve its existence;
(m) has not and will not commingle its funds or assets with those of any Person and has not participated and will not participate in any joint bank accounts with any other Person; (n) will hold its assets in its own name and will conduct all business in its own name;
(o) will pay its own liabilities and expenses, including the salaries of any employees it might have, out of its own funds and assets and will maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations, except with respect to expenses paid by the tax equity partnership owning Seller, including asset management, accounting and legal, rent, operation and maintenance fees, property and sales taxes and filing fees; (p) has not assumed or guaranteed or become obligated for, and will not assume or guarantee or become obligated for, the debts of any other Person (other than an Affiliate of Seller in the interest of the financing of the Facility) and has not held out and will not hold out its credit as being available to satisfy the obligations of any other Person (other than an Affiliate of Seller in the interest of the financing of the Facility), except in accordance with the Generator Interconnection Agreement;
(q) does not have and will not acquire obligations or securities of its members or any Affiliate except as permitted under (h), (k) and (p) of this definition; (r) now maintains and uses, and will maintain and use, separate invoice bearing its name; such invoices utilized by it or utilized to collect its funds or pay its expenses have borne and shall bear its own name and have not borne and shall not bear the name of any other entity unless such entity is clearly designated as being its agent; (s) except in connection with the development or construction, or financing of the development or construction of the Facility or any larger project of which the Facility is a component part, has not pledged and will not pledge its assets for the benefit of any other Person, other than Permitted Encumbrances;
(t) is and intends to remain solvent and has paid and intends to continue to pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) from its assets as the same shall have or become due, and has maintained, is maintaining and intends to - 46 -
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maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; and - 47 -
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(u) will have no indebtedness other than (i) Facility Debt, (ii) debt, if any, in an amount for construction and permanent operations of the Facility, as applicable, considered in light of the types and amounts of other sources of capital used for the Facility that is within reasonable and prudent market norms given the size, type and commercial attributes of the Facility and poses no material risk to its liquidity or its ability to perform its obligations under this Agreement and (iii) such other indebtedness that are expressly permitted pursuant to this Agreement. “Startup and Test Energy” means PV System Energy, measured in MWh, and generated prior to the Commercial Operation Date, for which there are certified RECs. “Storage Capacity Test” means any test or retest of the BESS to establish the Dischargeable Energy and/or Round Trip Efficiency, conducted in accordance with the testing procedures, requirements and protocols set forth on Appendix K-1 and Appendix K-3, as evidenced by a certificate substantially in the form attached as Appendix K-4 hereto. “Subcontract” means any agreement or contract entered into on or after the Effective Date by Seller and a Person other than Buyer, which Person is providing goods or services to Seller that are related to the performance of Seller’s obligations under this Agreement. Subcontracts specifically include any agreement or contract that is referred to or defined as a “subcontract” in the policies, ordinances, codes or laws with which Seller must comply pursuant to this Agreement, or that is made with a “subcontractor” as such term is used or defined in such policies, ordinances, codes, or laws.
“Subcontractor” means any party to a Subcontract with Seller. “Supplementary Storage Capacity Test Protocol” has the meaning set forth on Appendix K-3.
“Supply Plan” has the meaning set forth in the CAISO Tariff. “System Emergency” means each of the following: (i) “System Emergency” as set forth in the CAISO Tariff and (ii) a condition or situation that in the reasonable judgment of Buyer (a) is imminently likely to endanger life or property; or (b) is imminently likely (as determined in a nondiscriminatory manner) to cause a material adverse effect on the security of, reliability of, or damage to the Transmission System, Transmission Provider’s interconnection facilities (as defined in the Generator Interconnection Agreement) or the transmission systems of others to which the Transmission System is directly connected.
“Taking” has the meaning set forth in Section 12.3(c).
“Target Commercial Operation Date” means December 31, 2025. “Tax” or “Taxes” means each federal, state, county, local and other (a) net income, gross income, gross receipts, sales, use, ad valorem, business or occupation, transfer, franchise, profits, withholding, payroll, employment, excise, property or leasehold tax and (b) customs, duty or other fee, assessment or charge of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amount with respect thereto. - 48 -
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“Tax Equity Financing” means, with respect to Seller or any Upstream Equity Owner, any transaction or series of transactions (a) resulting in a portion of the membership interests in Seller or Upstream Equity Owner, as applicable, being issued or otherwise provided to another Person (a “Tax Equity Investor”) in exchange for capital contributions to Seller or Upstream Equity Owner, as applicable, or the Facility being sold to and leased by Seller from a Tax Equity Investor, in either case for the purpose of raising a portion of the funds needed to finance or refinance the development, construction or operation of the Facility by monetizing the Tax credits, depreciation and other tax benefits associated with the Facility (including without limitation any transaction of the type described in this definition that utilizes a lease or inverted lease structure), or (b) consisting of a Sale Leaseback Financing.
“Tax Equity Investor” has the meaning set forth in the definition of “Tax Equity Financing”.
“Tax Year” means the regular calendar year of twelve (12) consecutive months beginning January 1 and ending December 31.
“Termination Notice” has the meaning set forth in Section 13.4(a). “Termination Payment” means a payment in an amount equal to the Non-Defaulting Party’s (a) Losses, plus (b) Costs, minus (c) Gains; provided, however, that if such amount is a negative number, the Termination Payment shall be equal to zero. “Third Party Sale Replacement Price” has the meaning set forth in Section 6.2. “Transmission Provider” means the Person operating the Transmission System to and from the Point of Delivery.
“Transmission Services” means the transmission and other services required to transmit Delivered Energy to or from the Point of Delivery.
“Transmission System” means the facilities utilized to provide Transmission Services. “UNAVAILHRS” has the meaning set forth on Appendix K-1. “Unexcused Cause” has the meaning set forth in Section 14.6(b). “UNFCCC” has the meaning set forth in the definition of “Environmental Attributes”. “Updated Installed PV Capacity Certificate” has the meaning set forth in Section

3.11(a).
“Updated Installed Storage Capacity Certificate” has the meaning set forth in Section

3.11(b).
“Upstream Equity Owner” means any upstream equity owner of Seller below Seller’s Ultimate Parent.
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“Variable Energy Resource Forecast” means the final forecast of the Energy to be produced by the PV System prepared by the CAISO in accordance with the Eligible Intermittent Resources Protocol for use in submitting a Schedule for the output of the PV System in the RealTime Market, and if such forecast is not available, the final forecast for the Energy in the DayAhead Market. “Vesting Date” has the meaning set forth in Section 2.5. “WECC” means the Western Electricity Coordinating Council. “Western Interconnection” means the wide synchronous power grid overseen by the WECC.
“WREGIS” means Western Renewable Energy Generation Information System. “WREGIS Certificates” has the meaning set forth in Section 8.4. “WREGIS Operating Rules” means the rules describing the operations of the WREGIS, as published by WREGIS.
“WREGIS Withhold Amount” has the meaning set forth in Section 11.2.

Other terms defined herein have the meanings so given when used in this Agreement with initial-capitalized letters.

Section 1.2 Interpretation. In this Agreement, unless a clear contrary intention appears:
(a) time is of the essence;
(b) the singular number includes the plural number and vice versa; (c) reference to any Person includes such Person’s successors and assigns (regardless of whether such Person’s successors and assigns are expressly referenced in the provision) but, in case of a Party hereto, only if such successors and assigns are permitted by this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity or individually;
(d) reference to any gender includes the other;
(e) reference to any agreement (including this Agreement), document, act, statute, law, instrument, tariff or Requirement means such agreement, document, act, statute, law, instrument, or tariff, or Requirement, as amended, modified, replaced or superseded and in effect from time to time in accordance with the terms thereof and, if applicable, the terms hereof, regardless of whether the reference to the agreement, document, act, statute, law, instrument, tariff, or Requirement expressly refers to amendments, modifications, replacements, or successors; - 50 -
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(f) reference to any Article, Section, or Appendix means such Article of this Agreement, Section of this Agreement, or such Appendix to this Agreement, as the case may be, and references in any Article or Section or definition to any clause means such clause of such Article or Section or definition;
(g) “hereunder,” “hereof,” “hereto” and words of similar import shall be deemed references to this Agreement as a whole and not to any particular Article or Section or other provision hereof or thereof;
(h) “including” (and with correlative meaning “include”, “includes” and other variants) means including without limiting the generality of any description preceding such term, regardless of whether words such as “without limitation” are expressly included in the applicable provision;
(i) relative to the determination of any period of time, “from” means “from and including,” “to” means “to but excluding” and “through” means “through and including”; (j) references to any amount of money shall mean a reference to the amount in United States Dollars;
(k) unless otherwise indicated, reference to time shall always refer to Pacific Prevailing Time; and reference to any “day” shall mean a calendar day, unless otherwise indicated; and
(l) the term “or” is not exclusive, regardless of whether “and/or” is used in the applicable provision

ARTICLE II

EFFECTIVE DATE, TERM, AND EARLY TERMINATION
Section 2.1 Effective Date. This Agreement shall be effective as of the Effective Date. No more than five (5) Business Days after the Effective Date, Seller shall deliver (or caused to be delivered) to Buyer (a) copies of all resolutions and other documents evidencing the limited liability actions described in Section 12.2(b), certified by an authorized representative of Seller as being true, correct, and complete, (b) an incumbency certificate signed by the secretary of Seller certifying as to the names and signatures of the authorized representatives of Seller, and (c) the Legal Opinion.

Section 2.2 Term.
(a) Agreement Term. The term of this Agreement (the “Agreement Term”) shall commence on the Effective Date and end on the last day of the Delivery Term or upon the earlier termination of this Agreement in accordance with the terms hereof. (b) Delivery Term. This Agreement shall have a delivery term (the “Delivery - 51 -
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Term”) commencing on the Commercial Operation Date and ending at 11:59 p.m. on the date that is twenty (20) years after the Commercial Operation Date, unless sooner terminated in accordance with the terms of this Agreement.
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Section 2.3 Survivability. The provisions of Sections 2.3, 2.4, 13.4, 14.1 through 14.3, 14.8 through 14.22 and 14.25 shall survive for a period of one (1) year following the termination of this Agreement. The provisions of ARTICLE I shall survive to the extent necessary for the enforcement of other surviving provisions. The provisions of Sections 11.6 and 11.8 shall survive for a period of four (4) years following final payment made by Buyer hereunder or the expiration or termination date of this Agreement, whichever is later. The provisions of Section 5.7, ARTICLE VI, ARTICLE VIII, ARTICLE IX and Sections 11.1 through 11.5 and 11.7 shall continue in effect after termination to the extent necessary to provide for final billing, adjustments, and deliveries (including the provision to Buyer of Replacement Product or Shortfall Damages) related to any period prior to termination of this Agreement.

Section 2.4 Early Termination. This Agreement may be terminated by mutual written agreement of the Parties or as otherwise expressly provided in this Agreement. Except as otherwise provided herein, any early termination of this Agreement shall be without prejudice to the rights and remedies of a Party for Defaults occurring prior to such termination.

Section 2.5 Termination for Failure to Obtain Board and City Council Approvals. Seller acknowledges that board and city council approvals of Buyer and each of the Participating Members are required before any of Buyer’s obligations under this Agreement are effective. Buyer shall have the right to terminate this Agreement upon written notice to Seller, without penalty, liability or expense, if Buyer and each of the Participating Members has not received their respective board and city council approvals, in form and substance acceptable to Buyer and each Participating Member (in each of Buyer’s and Participating Member’s sole discretion) (collectively, the “Buyer Approvals”), within seventy-five (75) days following the Effective Date (the “Approval Deadline”); provided that Buyer’s right to terminate this Agreement shall expire on the earlier of (i) the date on which the Buyer Approvals have been obtained or (ii) the Approval Deadline (such expiration date, the “Vesting Date”). To exercise its termination right pursuant to this Section 2.5, Buyer shall provide Seller with written notice of such termination within five (5) Business Days after the Approval Deadline.

ARTICLE III

DEVELOPMENT OF THE FACILITY
Section 3.1 General.
(a) Project Design. Seller shall determine the proposed location, design, and configuration of the Facility as it deems appropriate, subject to the Requirements, including the characteristics and other requirements for the Facility set forth in Appendix B-1, and also subject to any conditions imposed by the lead agency or any responsible agency as part of the CEQA review of the Facility and which Seller deems acceptable. The Facility shall accommodate grid charging of the BESS.
(b) Permitting. Seller, at its expense, shall timely take steps necessary to obtain all Permits required to construct, maintain, and operate the Facility in accordance with the Requirements and for the performance of Seller’s obligations hereunder. - 53 -
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(c) Meetings with Governmental Authorities. Seller shall represent the Facility as necessary in all meetings with and proceedings before all Governmental Authorities. (d) Construction. Seller shall use commercially reasonable and diligent efforts to site, develop, finance and construct the Facility. Seller shall develop, operate and maintain the Facility, at its sole risk and expense, and in reasonable compliance with the Requirements and applicable manufacturer’s and operator’s specifications and recommended procedures; provided, however, meeting these requirements shall not relieve Seller of its other obligations under this Agreement. Seller shall ensure that the construction of the Facility is governed by a project labor agreement, community workforce agreement, work site agreement, collective bargaining agreement, or any other similar agreements providing for the terms and conditions of employment with the applicable labor organizations.
(e) Other Information. In addition to the reports required to be delivered under this Agreement, including Section 3.5 and Section 5.6, Seller shall provide to Buyer such other information regarding the permitting, engineering, construction or operations, of Seller, its Subcontractors or the Facility, and other information concerning the Facility, as Buyer or Buyer’s Authorized Representative may, from time to time, reasonably request. Buyer and Buyer’s Authorized Representative shall be permitted to inspect the Facility from time to time upon reasonable notice to Seller and during reasonable business hours subject to Site safety protocols and orientation as set forth in Section 5.2, but Buyer and Buyer’s Authorized Representative shall not interfere with the activities at the Facility and be escorted while on the Site by an employee or other representative of Seller. Without limiting Seller’s indemnification obligations in Section

14.19(a), the presence of Buyer, its representatives or both on the Site shall be at Buyer’s sole expense and risk.
(f) Certification Regarding Debt. No less than thirty (30) days before the Construction Start Date, and no more than ninety (90) days after the Commercial Operation Date, Seller shall deliver to Buyer a certificate of Seller’s authorized officer, certifying that the amount of debt Seller has incurred, if any, for construction and permanent operations of the Facility, as applicable, considered in light of the types and amounts of other sources of capital used for the Facility, (i) is within reasonable and prudent market norms given the size, type, and commercial attributes of the Facility and (ii) poses no material risk to Seller’s liquidity or to Seller’s ability to perform its obligations under the Agreement.

Section 3.2 Site Confirmation. Seller represents and warrants that (a) Seller’s agents and representatives have visited, inspected and are familiar with the Site and its surface physical condition relevant to the obligations of Seller pursuant to this Agreement, including surface conditions, normal and usual soil conditions, roads, utilities, the presence, if any, of archaeological and cultural artifacts and topography, and solar radiation, air and water quality conditions, (b) Seller is familiar with all local and other conditions that may be material to Seller’s performance of its obligations under this Agreement (including, transportation, seasons and climate, access, weather, the presence, if any, of endangered species, handling and storage of materials and equipment, and availability and quality of labor and utilities), and (c) Seller has determined that the Site constitutes an acceptable and suitable site for the construction and - 54 -
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operation of the Facility in accordance herewith. Any failure by Seller to take the actions described in this Section 3.2 shall not relieve Seller from any responsibility for estimating properly the - 55 -
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difficulty and cost of successfully constructing, maintaining or operating the Facility in accordance with this Agreement or from proceeding to construct, maintain and operate the Facility successfully without any additional expense to Buyer.

Section 3.3 Subcontracts.

Seller shall ensure that the terms in any Subcontract will allow Buyer to exercise its rights of access, inspection and audit provided for in this Agreement.

Section 3.4 Certification of Commercial Operation Dates. Not less than ninety (90) days prior to the date upon which Seller expects to achieve all of the conditions precedent to Commercial Operation as specified in Appendix L-2, Seller shall give written notice to Buyer of such expected date of Commercial Operation. Seller shall deliver written completion certifications to Buyer in the form of Appendix L-2; provided, however, that (a) Buyer shall not be obligated to accept a Commercial Operation Date that is earlier than the Target Commercial Operation Date unless Seller has provided Buyer with at least ninety (90) calendar days’ notice of a proposed earlier Target Commercial Operation Date up to thirty (30) calendar days earlier than the Target Commercial Operation Date and at least six (6) months in advance for a Commercial Operation Date more than thirty calendar (30) days earlier than the Target Commercial Operation Date and (b) Commercial Operation is not achieved earlier than December 31, 2025. Within thirty (30) calendar days after delivery of Seller’s initial certification, and thereafter within fifteen (15) calendar days after Seller resubmits a certification, Buyer shall in writing either accept or reject the certification in its reasonable discretion. If Seller provides Buyer with reasonable documentation of the satisfaction of conditions to Commercial Operation in advance of submitting the certificate of Commercial Operation, Buyer shall use commercially reasonable efforts to review such documentation and identify any inadequacies within thirty (30) calendar days following such submission. Any rejection of a certification shall specify in detail the specific substantive deficiencies upon which it is based. Seller shall have the right to contest a rejection of its initial certification by providing information or documentation demonstrating that no such deficiencies exist. Subject to Seller’s right to contest a rejection of the initial certification, Seller shall promptly correct any defects or deficiencies identified in a rejection and resubmit the certification within five (5) Business Days. If, during the required time period, Buyer does not either accept or reject any certification, then for all purposes of this Agreement Buyer shall be deemed to have accepted such certification. The Commercial Operation Date shall be the date on which Seller delivered the certification that is accepted or deemed accepted by Buyer as provided in this Section

3.4. Section 3.5 Milestone Schedule; Delay Damages.
(a) Milestone Schedule, Reporting and Startup and Test Energy. (i) Attached as Appendix I is a milestone schedule with deadlines for the development of the Facility through the Commercial Operation Date (each milestone, a “Milestone” and each date by which a Milestone is to be completed, and subject to adjustment - 56 -
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under Section 3.5(b), a “Milestone Date”). Seller shall achieve each Milestone by the Milestone Date therefor.
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(ii) Until the Commercial Operation Date, Seller shall provide Buyer with a report on a Monthly basis, except that Seller shall provide such report on a quarterly basis until construction of the Facility commences, that includes: (1) a description of the Site plan for the Facility, (2) a description of any planned changes to the Facility or Site plan since the previously delivered report, (3) a bar chart schedule showing progress to achieving the remaining Milestones with respect to the Facility, (4) a chart showing the critical path schedule of major items and activities, (5) a summary of activities at the Facility during the previous Month, (6) a forecast of activities during the then-current Month, (7) a list of any significant developments or delays or other issues that could impact Seller’s achievement of Milestones relating to the Facility by the applicable Milestone Dates and any changes to the Target Commercial Operation Date and (8) pictures, in sufficient quantity and of appropriate detail, documenting construction and startup progress with respect to the Facility.
(iii) If Seller anticipates that it will not achieve a Milestone by the applicable Milestone Date (as such date may be extended pursuant to this Section 3.5), Seller shall promptly prepare and deliver to Buyer a remedial action plan (“Remedial Action Plan”), which shall set forth (1) the anticipated period of delay, (2) the basis for such delay, (3) an outline of the commercially reasonable steps that Seller is taking to address the delay and to ensure that future Milestones, including the Guaranteed Commercial Operation Date, will be timely achieved, (4) a proposed revised date for achievement of the applicable Milestone and (5) such other information and in such detail as may be reasonably requested by Buyer. Except as set forth in Section 3.5(b), Seller shall not have any liability for failure to timely achieve a Milestone other than the obligation to submit a Remedial Action Plan; provided, however, that the foregoing shall not limit Buyer’s right to exercise any right or remedy available under this Agreement or at law or in equity for any other Default occurring concurrently with or before or after Seller’s delay in achievement of the applicable Milestone.
(iv) At any time prior to the Commercial Operation Date, Seller shall have the right to sell and deliver, and Buyer shall purchase and accept from Seller, Startup and Test Energy at the rate for such Energy set forth in Appendix A-1, subject to Seller providing thirty (30) days’ prior written notice to Buyer. Seller shall provide a schedule of its commercially reasonable projection for delivery of Startup and Test Energy with its notice. For the avoidance of doubt, Buyer shall have the right but not the obligation hereunder, to purchase Startup and Test Energy at any time prior to the Commercial Operation Date. If Buyer does not respond to such notice and schedule confirming Buyer’s commitment to purchase such Startup and Test Energy within ten (10) Business Days of receiving such notice, Seller shall have the right to sell Startup and Test Energy at any time prior to the Commercial Operation Date to any third parties or on a merchant basis into the CAISO or any other applicable market.
(b) Delays; Delay Damages.
(i) Each Milestone Date (other than the Commercial Operation Date Deadline) may be extended, on a day-for-day basis to the extent Seller is actually, demonstrably and unavoidably delayed in achieving such Milestone due to Force Majeure or an Interconnection Delay. Notwithstanding anything to the contrary set forth in this Agreement, the Commercial - 58 -
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Operation Date Deadline shall not be extended for any reason whatsoever, including due to Force Majeure or any Interconnection Delay, and the failure to achieve the Commercial Operation Date - 59 -
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by the Commercial Operation Date Deadline shall be an immediate Default by Seller and Buyer shall have the right in its sole discretion and without penalty to terminate this Agreement for a Default under Section 13.4, not subject to extension or cure of any kind. (ii) If Seller fails to achieve any Key Milestone by the applicable Milestone Date (as such Milestone Date may be extended pursuant to Section 3.5(b)(i)), Seller shall pay liquidated damages to Buyer for each day between the Milestone Date and the date upon which such Key Milestone is achieved (or the Agreement is terminated by Buyer) in the applicable daily liquidated damage amount set forth for such Key Milestone in Appendix I (the “Daily Delay Damages”). For the avoidance of doubt, if multiple Key Milestones are missed, Seller shall pay the aggregate amount of Daily Delay Damages for each Key Milestone that has not been timely achieved as of such date. Seller shall pay to Buyer Daily Delay Damages within seven (7) days after receipt of an invoice therefor from Buyer. If Seller fails to achieve the Construction Start Date by the date that is one hundred eighty (180) days after the Milestone Date for the Construction Start Milestone, Buyer shall have the right in its sole discretion and without penalty to (1) terminate this Agreement for a Default under Section 13.4, or (2) allow Seller to continue to pay the Daily Delay Damages to Buyer, during which time Buyer shall not terminate the Agreement based on Seller’s failure to timely achieve the Construction Start Milestone. If Seller (A) incurs Daily Delay Damages for failure to timely achieve any Key Milestone (include the Construction Start Milestone), and (B) achieves Commercial Operation by the Guaranteed Commercial Operation Date, then Buyer shall refund to Seller any amounts previously paid to Buyer as Daily Delay Damages for failure to timely achieve any and all Key Milestones (including the Construction Start Milestone) net of any costs and expenses incurred (including Buyer’s costs incurred to procure replacement resource adequacy capacity), or damages sustained, by Buyer directly as a result of Seller’s failure to achieve the Construction Start Milestone.
(iii) The Parties agree that the damages that Buyer would incur due to Seller’s failure to timely achieve a Key Milestone would be difficult or impossible to predict with certainty, and it is impractical or difficult to assess actual damages in those circumstances, but the Daily Delay Damages are a fair and reasonable calculation of such damages for Seller’s failure to achieve any Key Milestone by the Milestone Date therefor. The payment of Daily Delay Damages as provided in this ARTICLE III are Buyer’s sole remedy for Seller’s failure to timely achieve a Key Milestone, but shall not limit Buyer’s right to (a) exercise any right or remedy available under this Agreement or at law or in equity for any other breach or default occurring concurrently with, before, or after Seller’s delay in achieving the applicable Key Milestone by the Milestone Date therefor, or (b) recover any damages not directly attributable to such delay or to pursue any indemnity claims in accordance with this Agreement or (c) terminate this Agreement pursuant to Section 13.4, provided that the payment of Daily Delay Damages shall be taken into account when determining any damages due Buyer for such termination; provided further that in no event shall any damages, including Daily Delay Damages, owed in connection with such termination exceed the limitation of liability provided in Section 14.19(e).

Section 3.6 Decommissioning and Other Costs. Buyer shall not be responsible for any cost of decommissioning or demolition of the Facility or any environmental or - 60 -
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other liability associated with the decommissioning or demolition of the Facility without regard to the timing or cause of the decommissioning or demolition. - 61 -
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Section 3.7 CEC Certification . Seller shall provide Buyer with a copy of the CEC pre-certification of the PV System at least thirty (30) days prior to the date on which PV Delivered Energy is first delivered to Buyer. Promptly, but in no event more than ten (10) days following the Commercial Operation Date, Seller shall file with the CEC all materials and documents required to demonstrate that the Facility is entitled to be CEC Certified. Seller shall promptly provide Buyer with copies of all submittals to the CEC and other correspondence between Seller and the CEC. Failure by Seller to comply with the requirements set forth in this Section 3.7 shall constitute a Default by Seller, subject to the cure periods set forth in Section 13.1(b). Buyer may, in its sole discretion and without penalty to Buyer, terminate this Agreement, effective upon notice to Seller if Facility is not CEC Certified by the date that is six (6) months after the Commercial Operation Date.

Section 3.8 PTC Option Amendment. The Contract Price for PV Delivered Energy and certain other terms in this Agreement assume that the Seller will seek to qualify the PV System for the ITC. If Seller determines in its sole discretion to instead seek to qualify the PV System for the PTC, Seller may upon notice to Buyer at any time prior to March 31, 2024, elect to amend this Agreement as set forth in Appendix R to reflect the amendments described therein (the “PTC Option Amendment”), upon which notice of election this Agreement shall be deemed amended as set forth in the PTC Option Amendment. If Seller reasonably determines that the Agreement needs to be amended (including to cause there to be a separate agreement for the PV System and a separate agreement for the BESS) in order to permit or preserve the PTC for the PV System or the ITC for the BESS, and Buyer reasonably agrees with such determination, then the Parties shall make commercially reasonable efforts to implement such amendments within ninety (90) days of such determination with the minimum changes necessary while preserving to the maximum extent possible the benefits, burdens, and obligations set forth in this Agreement as of the Effective Date.

Section 3.9 FCDS/BESS Adjustment. The Parties agree that whether the Facility includes the BESS is subject to the terms set forth in Appendix A-2 setting forth the conditions under which the BESS will be included as part of the Facility and relevant changes to this Agreement. Unless and until the BESS is determined to be included as part of the Facility pursuant to Appendix A-2, the Facility shall be deemed not to include the BESS and all provisions relating to the BESS herein (except as set forth in Appendix A-2) shall have no force or effect. For the avoidance of doubt, as between Buyer and Seller, Seller shall be responsible for the cost and installation of any Network Upgrades associated with obtaining FCDS or PCDS, as the case may be.

Section 3.10 BESS Augmentation. Buyer shall have the option to request at any time prior to July 1 of Contract Year twelve (12) an augmentation of the BESS during Contract Year fourteen (14), in order for the BESS to meet the BESS Contract Capacity from Contract Year fifteen (15) or other such later time until the end of the Delivery Term (the “BESS Augmentation”). Within three (3) months after such request from Buyer, Seller shall deliver a cost estimate for the BESS Augmentation. Buyer shall have sixty (60) days after receipt from Seller to accept or reject such offer. If, during the required time period, Buyer does not either accept or reject the offer for BESS Augmentation, then for purposes of this Agreement, Buyer shall be deemed to - 62 -
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have rejected such offer. If Buyer accepts such offer, the Parties shall enter into good faith negotiations for the amendment of this Agreement to reflect such offer and any intervening - 63 -
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market considerations, and Seller shall use commercially reasonable efforts to coordinate the timing of the BESS Augmentation with Buyer with the goal of optimal timing to accomplish the foregoing goals and minimal interference and disruption to Buyer’s use of the BESS; provided that prior to the mutual agreement and execution of any such amendment, Seller shall have no obligations or liabilities with respect to the BESS Augmentation.

Section 3.11 Failure to Reach PV Contract Capacity or BESS Contract Capacity.
(a) If, at Commercial Operation, the Installed PV Capacity is less than one hundred percent (100%) of the PV Contract Capacity, then (i) the PV Contract Capacity shall be reduced to the Installed PV Capacity, and (ii) the Annual Contract Quantity shall be reduced in proportion to the Installed PV Capacity relative to the original PV Contract Capacity (such adjustments in the foregoing (i) and (ii), the “PV Shortfall Adjustments”), and Seller shall have ninety (90) days after the Commercial Operation Date (the “PV Capacity Cure Period”) to install additional capacity such that the Installed PV Capacity is equal to (but not greater than) the original PV Contract Capacity. Prior to the expiration of the PV Capacity Cure Period, Seller shall provide Buyer a new certificate substantially in the form attached as Appendix 2 to Appendix L-2 hereto (excepting parts (b) and (d) thereto) specifying the new Installed PV Capacity (an “Updated Installed PV Capacity Certificate”). If Seller fails to deliver an Updated Installed PV Capacity Certificate prior to the expiration of the PV Capacity Cure Period or delivers an Updated Installed PV Capacity Certificate that demonstrates Installed PV Capacity less than the original PV Contract Capacity, then (1) Seller shall pay “PV Capacity Damages” to Buyer in an amount equal to Four Hundred Thousand Dollars ($400,000) for each MW that the original PV Contract Capacity exceeds the Installed PV Capacity within thirty (30) days after the PV Capacity Cure Period, and (2) the PV Shortfall Adjustments shall become permanent based on the Installed PV Capacity (as updated by an Updated Installed PV Capacity Certificate, if applicable) (including, for avoidance of doubt, in the calculation of Delivery Term Security pursuant to Section 5.7(b)). If Seller delivers an Updated Installed PV Capacity Certificate demonstrating Installed PV Capacity equal to the original PV Contract Capacity prior to the expiration of the PV Capacity Cure Period, then the PV Shortfall Adjustments shall no longer apply as of the date of delivery of such Updated Installed PV Capacity Certificate.
(b) If, at Commercial Operation, the Installed Storage Capacity is less than one hundred percent (100%) of the BESS Contract Capacity, then (i) the BESS Contract Capacity shall be reduced to the Installed Storage Capacity, (ii) the Guaranteed Dischargeable Energy shall be reduced in proportion to the Installed Storage Capacity relative to the original BESS Contract Capacity, and (iii) the Expected RA Capacity shall be reduced in proportion to the Installed Storage Capacity relative to the original BESS Contract Capacity (such adjustments in the foregoing (i) through (iii), the “BESS Shortfall Adjustments”), and Seller shall have ninety (90) days after the Commercial Operation Date (the “BESS Capacity Cure Period”) to install additional capacity such that the Installed Storage Capacity is equal to (but not greater than) the original BESS Contract Capacity. Prior to the expiration of the BESS Capacity Cure Period, Seller shall provide Buyer a new certificate substantially in the form attached as Appendix 2 to Appendix L-2 hereto (excepting part (a) thereto) specifying the new Installed Storage Capacity (an “Updated Installed Storage - 64 -
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Capacity Certificate”). If Seller fails to deliver an Updated Installed Storage Capacity Certificate prior to the expiration of the BESS Capacity Cure Period or delivers an Updated - 65 -
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Installed Storage Capacity Certificate that demonstrates Installed Storage Capacity less than the original BESS Contract Capacity, then (1) Seller shall pay “BESS Capacity Damages” to Buyer in an amount equal to Four Hundred Thousand Dollars ($400,000) for each MW that the original BESS Contract Capacity exceeds the Installed Storage Capacity within thirty (30) days after the BESS Capacity Cure Period, and (2) the BESS Shortfall Adjustments shall become permanent based on the Installed Storage Capacity (as updated by an Updated Installed Storage Capacity Certificate, if applicable) (including, for avoidance of doubt, in the calculation of Delivery Term Security pursuant to Section 5.7(b)). If Seller delivers an Updated Installed Storage Capacity Certificate demonstrating Installed Storage Capacity equal to the original BESS Contract Capacity prior to the expiration of BESS Capacity Cure Period, then the BESS Shortfall Adjustments shall no longer apply as of the date of delivery of such Updated Installed Storage Capacity Certificate. (c) The Parties agree that the damages that Buyer would incur due to Seller’s failure to achieve Commercial Operation at the PV System Capacity or the BESS Contract Capacity, as the case may be, would be difficult or impossible to predict with certainty and it is impractical or difficult to assess actual damages in those circumstances, but the PV Capacity Damages and the BESS Capacity Damages are a fair and reasonable calculation of such damages, and the sole remedy, for Seller’s failure to achieve Commercial Operation at the PV System Capacity or the BESS Contract Capacity as the case may be. (d) Neither PV Capacity Damages nor BESS Capacity Damages shall be offset or reduced by the payment of Project Development Security, Delivery Term Security, Daily Delay Damages, Shortfall Damages or any other form of liquidated damages under this Agreement.

ARTICLE IV

OPERATION AND MAINTENANCE OF THE FACILITY
Section 4.1 General Operational Requirements. Seller shall, at all times:
(a) At its sole expense, operate and maintain the Facility in accordance with the Requirements and using commercially reasonable efforts to comply with applicable manufacturer’s and operator’s specifications any published recommendations of the manufacturers and suppliers of the solar panels, battery and other major components of the Facility. (b) At its sole expense, operate and maintain the Facility using a Qualified Operator in accordance with the Requirements;
(c) Use qualified and trained personnel for managing, operating and maintaining the Facility and for coordinating with Buyer, and ensure that necessary personnel are available on-site or on-call twenty-four (24) hours per day following the Commercial Operation Date and during the Delivery Term;
(d) Use commercially reasonable efforts to operate and maintain the Facility with due regard for the safety, security and reliability of the interconnected facilities and Transmission System;
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(e) Use commercially reasonable efforts to comply with the operating and maintenance standards recommended or required by the Facility’s equipment suppliers; and - 67 -
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(f) Ensure that the instantaneous AC output from the Facility does not exceed the PV Contract Capacity.

Section 4.2 Operation and Maintenance Plan.
(a) General. Seller shall (i) devise and implement a plan of inspection, maintenance, and repair for the Facility and the components thereof (including a schedule for such inspections, maintenance and repairs) in order to maintain such equipment in accordance with the Requirements, and (ii) shall keep reasonable records with respect to inspections, maintenance, and repairs thereto. The aforementioned plan and records of such activities shall be available for inspection by Buyer during Seller’s regular business hours upon reasonable notice. (b) After Commercial Operation. Following the Commercial Operation Date, Seller shall provide to Buyer, on a quarterly basis, summaries or redacted versions of any regularly prepared operations and maintenance status reports of the Facility provided to WECC or the Facility Lenders.

Section 4.3 Operation and Use of the BESS; Grid Charging. (a) Seller shall procure, install, configure, operate, and maintain the BESS in a manner consistent with meeting all of the BESS Performance Guarantees described in Section 9.6 and Appendix K of this Agreement and shall otherwise cause the BESS to provide the services contemplated herein, and to operate throughout the Agreement Term, in accordance with the terms and conditions of this Agreement. Buyer or Buyer’s agent shall have the sole and exclusive right to schedule or designate the BESS to charge or discharge via the BESS Instructions, subject to the Operating Restrictions, the Grid-Charging Limit and Seller’s right to use the BESS to serve Facility auxiliary/parasitic loads. Other than auxiliary/parasitic loads, Seller shall not dispatch or operate the BESS other than via the BESS Instructions. Seller may use the BESS to provide Energy for Facility station electrical use and to supply Facility auxiliary/parasitic loads, and Seller shall operate the BESS for such purposes in a manner that would materially impact Seller’s ability to satisfy the BESS Performance Guarantees. Seller shall implement safeguards, notices, and advance warning systems into the BESS to prohibit operation of the BESS outside of the limitations set forth in this Section 4.3.
(b) Grid Charging. In each applicable Tax Year, Buyer shall have the right to charge the BESS with Grid-Charging Energy up to the Grid-Charging Limit, with all remaining charging Energy to be provided by PV System Energy. Buyer shall indemnify Seller for any loss of the Property Tax Exclusion for the Property to the extent caused by Buyer’s charging of the BESS with Grid-Charging Energy in excess of the Grid-Charging Limit in any such Tax Year. Buyer shall have the exclusive responsibility at its own cost and expense to arrange for, schedule, and to deliver, transmit and transfer to Seller at the Point of Delivery all Grid-Charging Energy for the BESS. As between the Parties, Buyer shall be deemed to be in exclusive control (and responsible for any damages or injury caused thereby) of all Grid-Charging Energy prior to the Point of Delivery, and Seller shall be deemed to be in exclusive control (and responsible for any damages or injury caused thereby) of all Grid-Charging Energy at and from the Point of Delivery.

Seller shall accept all Grid-Charging Energy for the BESS delivered to the Point of Delivery in accordance with the terms of this Agreement. Seller shall use commercially reasonable efforts to - 68 -
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coordinate with Buyer and Buyer’s agent to ensure that Seller’s Generator Interconnection Agreement contains provisions authorizing Seller to use and operate the BESS in the manner contemplated by this Agreement (including as to Grid-Charging Energy). Seller shall track and provide Buyer a report with the amount of Grid-Charging Energy used to charge the BESS each month during each Tax Year.

Section 4.4 Outages.
(a) Unless otherwise agreed, subject to compliance with Section 4.4(b), Seller shall be permitted to reduce deliveries of Product during any Scheduled Outage. To the extent notice is not already required under the terms hereof, Seller shall notify Buyer as soon as practicable of any extensions to any Scheduled Outage and expected end dates thereof. Between June 1st and September 30th, Seller shall not schedule non-emergency maintenance that reduces the PV System Energy or the BESS Contract Capacity of the BESS, unless (1) (i) such Scheduled Outage complies with the CAISO Tariff and all applicable rules and regulations of CAISO, (ii) is required to avoid damage to the Facility, (iii) such maintenance is necessary to maintain equipment warranties and cannot be scheduled outside the period of June 1st to September 30th, and (iv) such Scheduled Outage is required in accordance with Prudent Utility Practices, or (2) the Parties agree otherwise in writing.
(b) Buyer and Seller shall cooperate to minimize Scheduled Outages during specified periods of time during each calendar year in accordance with Prudent Utility Practices and this Section 4.4 (such periods, the “Major Maintenance Blockout”). No later than ninety (90) days prior to the anticipated Commercial Operation Date and the commencement of each Contract Year thereafter, Buyer shall provide Seller with its specified Major Maintenance Blockout. In the absence of such updated notification, the most recent previous Major Maintenance Blockout notification shall apply. Seller shall attempt to minimize its Scheduled Outages during the Major Maintenance Blockout consistent with Prudent Utility Practices; provided that Seller shall be permitted to perform scheduled and unscheduled maintenance on the Facility during Major Maintenance Blockouts during such hours when solar irradiance levels are insufficient to permit the production of Energy, if such maintenance is permitted under the CAISO Tariff and conducted in accordance with all applicable Requirements (including, for avoidance of doubt, the requirements of the Transmission Provider). In addition, prior to the anticipated Commercial Operation Date, and for each calendar year thereafter, Seller shall provide the CAISO and Buyer with its non-binding written projection of all Scheduled Outages for the succeeding calendar year no later than fifteen (15) days prior to the deadline for providing the CAISO with proposed maintenance outages for the following year as described in the CAISO Tariff (the “Scheduled Outage Projection”) reflecting a minimized schedule of scheduled maintenance during the Major Maintenance Blockout. In addition, Seller shall cooperate in good faith with maintenance scheduling requests by Buyer consistent with Prudent Utility Practices. The Scheduled Outage Projection shall include information concerning all projected Scheduled Outages during such period, including (A) the anticipated start and end dates of each Scheduled Outage; (B) a description of the maintenance or repair work to be performed during the Scheduled Outage; and (C) the anticipated MW of operational capacity of the PV System, the BESS and the Facility, if any, during the Scheduled Outage. Seller shall use commercially reasonable efforts to notify Buyer - 69 -
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of any change in the Scheduled Outage Projection as soon as practicable, but in no event later than sixty (60) days prior to the newly scheduled date for the Scheduled Outage. Seller shall use - 70 -
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commercially reasonable efforts to accommodate reasonable requests of Buyer with respect to the timing of Scheduled Outages and shall, to the extent feasible and consistent with Prudent Utility Practices, (x) arrange for Scheduled Outages to occur between October 1 and May 1 of each year (or such other period as reasonably determined by Buyer from time to time) and coincident with planned transmission outages, but not to overlap with the Major Maintenance Blockout and (y) cause not more than fifty percent (50%) of the PV Contract Capacity to be unavailable during any Scheduled Outages. In the event of a System Emergency, Seller shall use commercially reasonable efforts to reschedule any Scheduled Outage previously scheduled so that it occurs during the System Emergency.
(c) Seller shall report all outages, including all Forced Outages and Scheduled Outages, to CAISO in accordance with the CAISO Tariff and all applicable rules and regulations of CAISO. In addition, Seller shall notify Buyer immediately upon identification of a situation likely to result in a Forced Outage occurring within a twenty-four (24) hour period that is likely to cause or require removal of the PV System, the BESS or the Facility from service, or a reduction in the maximum output capability of the PV System, the BESS or the Facility by one (1) MW or more from the value most recently recorded in the Web Outage Management System for the CAISO. For all other Forced Outages, Seller shall provide Buyer with as much advance notice as practicably possible, but in all cases, shall notify Buyer and the CAISO within thirty (30) minutes after the commencement of the Forced Outage. Seller shall provide detailed information concerning each Forced Outage, including (i) the start and anticipated end dates of the Forced Outage; (ii) a description of the cause of the Forced Outage; (iii) a description of the maintenance or repair work to be performed during the Forced Outage; and (iv) the anticipated MW of operational capacity, if any, during the Forced Outage. Seller shall exercise commercially reasonable efforts to avoid Forced Outages and to limit the duration and extent of any such outages. (d) In addition to the requirements set forth in Section 4.4(a), Section 4.4(b) and Section 4.4(c), the Parties shall cooperate to develop mutually acceptable procedures for addressing Scheduled Outages and any other outages arising in connection with the Facility. (e) In the event of any inconsistency between the provisions in this Section 4.4 and any applicable requirements of CAISO, such CAISO requirements shall govern.

ARTICLE V
COMPLIANCE DURING CONSTRUCTION AND OPERATIONS; SECURITY Section 5.1 In General.
(a) Facility Covenants. Seller shall perform, or cause to be performed, all development, engineering, design and construction of the Facility in a good and workmanlike manner and in accordance with the Requirements. Seller shall obtain from the manufacturers of the equipment installed in the PV System and the BESS warranties and performance guarantees of commercially reasonable terms of years and sufficient to allow Seller to meet the performance guarantees set forth in this Agreement. Seller shall not create, incur, assume or permit to exist any Lien other than Permitted Encumbrances on any portion of the Facility or the Site without the prior - 71 -
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written approval of Buyer. Seller shall, throughout the Delivery Term, monitor the operation and maintenance of the Facility to ensure that the Facility, and said operation and maintenance, is, and - 72 -
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will be, in material compliance with all standards, reports, studies, Permits, Prudent Utility Practices, and other Requirements applicable to the Facility, Seller’s Quality Assurance Program, and any other provisions of this Agreement. Without limiting the foregoing, Seller shall use commercially reasonable efforts to promptly repair and/or replace, consistent with Prudent Utility Practice, any material component of the Facility that may be damaged or destroyed or otherwise not operating properly and efficiently. Seller shall exercise commercially reasonable efforts to timely undertake all updates or modifications to the Facility, and its equipment and materials, including procedures, programming and software, required by Prudent Utility Practice. Seller shall, at its expense, maintain throughout the Agreement Term an inventory of spare parts for the Facility in a quantity that is consistent with applicable manufacturers’ recommendations and Prudent Utility Practice.
(b) Equipment Suppliers. Seller shall only engage with suppliers of the solar panels and batteries to be incorporated into the Facility that are approved by Seller’s Tax Equity Investors and/or Facility Lenders.

Section 5.2 Buyers’ Rights to Monitor in General. Buyer shall have the right, and Seller shall permit Buyer and its Authorized Representative, advisors, engineers and consultants, upon reasonable advance notice to observe, inspect, review and monitor all construction, operations and activities of the Facility, including (a) reviewing and monitoring (x) the installation of the equipment, start up and testing, and Commercial Operation of the Facility, and (y) all initial performance tests during Facility start-up and all tests required under the Subcontracts to be performed prior to each Milestone and achievement of Commercial Operation and (b) performing such detailed examinations and inspections at the Site as, in the judgment of Buyer, are appropriate and advisable to determine that the Facility equipment and ancillary components of the Facility have been installed in accordance with the Requirements and (c) making notes about and copying all non-confidential or non-proprietary documents, drawing, plans, specifications, permits, test results, and information as Buyer may reasonably request; provided that such activities on the part of Buyer and its Authorized Representative shall be coordinated with Seller so as to not interfere with the construction or operation of the Facility. Seller shall provide Buyer at least ten (10) Business Days prior notice of the commencement of any performance tests (or promptly following Seller becoming aware of the scheduling of any such performance tests if scheduled less than ten (10) Business Days in advance). Seller shall cause its personnel, consultants, and contractors to be available to, and cooperate in all reasonable respects with, Buyer and its Authorized Representative, advisors, engineers, and consultants at reasonable times and with prior notice for purposes of Buyer’s exercise of its rights under this Section 5.2; provided that in no event shall Seller be required to reschedule any such tests should Buyer or its representatives not be available on the scheduled date for such tests. Upon any visit to the Site, Buyer and its representatives shall: (i) not interfere with the orderly progression of the work on Site or operation of the Facility; (ii) follow Seller’s rules and policies with respect to safety and protection of property and the environment; and (iii) be escorted while on the Site by an employee or other representative of Seller. Without limiting Seller’s obligations under Section 14.19, the presence of Buyer, its representatives or both on the Site shall be at Buyer’s sole expense and risk. From and after the Commercial Operation Date, except in the event of a System Emergency, Seller shall accommodate - 73 -
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Buyer’s requests to visit the PV System or the Facility during Seller’s regular business hours upon reasonable notice.
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Section 5.3 Effect of Review by Buyer. Any review by Buyer or a Buyer’s Authorized Representative of the design, construction, engineering, operation or maintenance of the Facility, or observation of any testing, is solely for the information of Buyer. Buyer shall have no obligation to share the results of any such review or observations with Seller, nor shall any such review or the results thereof (whether or not the results are shared with Seller), nor any failure to conduct any such review, nor any observation of testing or failure to observe testing, relieve Seller from any of its obligations under this Agreement. By making any such review or observing any such testing, Buyer makes no representation as to the economic and technical feasibility, operational capability or reliability of the Facility. Seller shall in no way represent to any third party that any such review by Buyer or Buyer’s Authorized Representative of the Facility thereof, including any review of the design, construction, operation or maintenance, is a representation by Buyer as to the economic and technical feasibility, operational capability or reliability of the Facility. Seller is solely responsible for the economic and technical feasibility, operational capability and reliability thereof.

Section 5.4 Compliance with Standards.
(a) Seller shall cause the Facility and all parts thereof to be designed, constructed, tested, operated and maintained to meet all of the requirements of this Agreement, all applicable requirements of the latest revision of the ASTM, ASME, AWS, EPA, EEI, IEEE, IEC, ISA, National Electrical Code, National Electric Safety Code, OSHA, Uniform Building Code, Uniform Plumbing Code, Underwriters Laboratory Standards, National Fire Protection Agency as well as the applicable local County Fire Department Standards of the applicable county, NERC Reliability Standards, as applicable, and other codes and standards and operations and maintenance requirements applicable to the services, equipment, and work as generally shown in this Agreement, as well as all applicable Requirements of Law not specifically mentioned in this Section 5.4, including any presidential executive order, prohibition order, or other guidance by the U.S. government restricting the use of equipment supplied by vendors or manufacturers located in or controlled by foreign adversary countries that might be used to harm the U.S. bulk-power system; provided that, for the avoidance of doubt, Seller shall use commercially reasonably efforts, but shall not be obligated, to comply with any non-mandatory recommendations, or voluntary best practices, in any of the foregoing so long as Seller follows Prudent Utility Practices. Seller shall comply with all reporting requirements for the Facility required under Requirements of Law (including providing such information to Buyer as required thereunder). (b) Seller shall cause all of its personnel and systems to adhere to any physical and cyber-related security policies, standards, requirements, and procedures applicable to the Facility under Requirements of Law and Prudent Utility Practices, including requirements that may be imposed by FERC, NERC, WECC, the United States Department of Energy, the EPA, or the United States Department of Homeland Security, as well as any applicable cyber-related policies and procedures of Buyer notified to Seller. Seller shall implement and maintain security measures reasonably consistent with the foregoing designed to (i) ensure the security and confidentiality of Buyer’s Confidential Information, (ii) prohibit unauthorized access to Buyer’s Confidential Information stored on or procured through servers, equipment, or repositories used by Seller or otherwise handled by Seller, (iii) protect against any anticipated threats or hazards to the - 75 -
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security and integrity of Buyer’s Confidential Information, and (iv) ensure the proper disposal of Buyer’s Confidential Information.
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Section 5.5 Quality Assurance Program. Seller agrees to maintain and comply with a written quality assurance policy (“Quality Assurance Program”) attached hereto as Appendix G, and Seller shall cause all work performed on or in connection with the Facility to materially comply with said Quality Assurance Program.

Section 5.6 Reporting and Information. Following the Commercial Operation Date, Seller shall provide to Buyer (a) monthly reports in a form to be agreed upon by Buyer and Seller, that include, but are not limited to, (i) a month and year to date performance summary for the Facility on MWh, capacity factor, actual vs. expected generation, Grid-Charging Energy, availability, (ii) an operational summary including weather for the month, reasons for downtime, scheduled maintenance and repairs, curtailment events, safety, and (iv) a summary of any environmental issues or concerns and (b) quarterly reports in a form to be agreed upon by Buyer and Seller regarding the operations and maintenance of the Facility; provided that Seller shall be deemed to have satisfied this obligation during any quarter in which Seller provides to Buyer the reports set forth in Section 4.2(b). Seller shall have no obligation to report any information subject to any confidentiality protections imposed by applicable law or a confidential settlement proceeding or agreement.

Section 5.7 Performance Security.
(a) Within ten (10) days after the Vesting Date, Seller shall deliver to Buyer an Acceptable Form of Performance Assurance in the amount of One Hundred Dollars ($100)/kW of PV Contract Capacity (Eleven Million Seven Hundred Thousand Dollars ($11,700,000) in the aggregate), which Acceptable Form of Performance Assurance shall secure Seller’s obligations under this Agreement prior to the achievement of the Commercial Operation Date (the “Project Development Security”). The Project Development Security amount shall be recalculated inclusive of the BESS Contract Capacity upon final determination of the BESS Contract Capacity pursuant to Appendix A-2, and such additional Project Development Security shall be provided by Seller within ten (10) days following a final determination to construct the BESS in accordance with Appendix A-2. For the avoidance of doubt, if the BESS is included in the Facility, the BESS Contract Capacity shall be used for the re-calculation of the Project Development Security and the calculation of Delivery Term Security. Seller shall maintain the Project Development Security until the Commercial Operation Date, or until Buyer is required to return the Project Development Security under Section 5.7(c) or any other provision of this Agreement. (b) As a condition to the achievement of the Commercial Operation Date, Seller shall deliver to Buyer an Acceptable Form of Performance Assurance in the amount of One Hundred Fifty Dollars ($150)/kW of PV Contract Capacity (Seventeen Million Five Hundred Fifty Thousand Dollars ($17,550,000) in the aggregate), which shall be recalculated upon determination of the BESS Contract Capacity pursuant to Appendix A-2, which Acceptable Form of Performance Assurance shall secure all Seller’s obligations under this Agreement from and after the Commercial Operation Date, (the “Delivery Term Security”). Seller shall maintain the Delivery Term Security in the required amount until the end of the Delivery Term or until Buyer is required to return the Delivery Term Security to Seller as set forth in Section 5.7(c). Seller shall not be required to replenish additional amounts drawn on the Project Development Security in excess of an aggregate amount equal to fifty percent (50%) of the Project Development Security. - 77 -
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(c) Buyer shall return the unused portion of the (i) Project Development Security, if any, to Seller promptly after: (A) the later of (1) Seller’s provision of the Delivery Term Security, unless Seller elects to apply the Project Development Security toward the Delivery Term Security and (2) the payment of all Daily Delay Damages due and owing to Buyer or (B) the effective date of any early termination of the Agreement by Buyer promptly upon payment of all damages due and owing to Buyer, and (ii) Delivery Term Security, if any, to Seller promptly after:
(A) the Agreement Term has ended, and (B) all obligations of Seller arising under this Agreement are paid (whether directly or indirectly such as through set-off or netting) or performed in full. (d) Buyer may draw on the Performance Security (i) at any time following Seller’s failure to timely pay Daily Delay Damages when due hereunder in the amount of such Daily Delay Damages or any other liquidated damages provided for hereunder, (ii) upon Seller’s failure to pay Buyer the Shortfall Damages prior to the end of the Shortfall Makeup Period as provided in Section 9.3, (iii) upon Seller’s failure to make any other payment due to Buyer hereunder in the amount of such unpaid payment, including any Termination Payment or (iv) upon the occurrence and during the continuation of any event of Default to pay all amounts due to Buyer hereunder at such time and all damages, costs, losses, expenses and other liabilities incurred by Buyer or its Indemnitees resulting from such event of Default. Buyer may draw all or any part of such amounts due to Buyer from any form of security provided under this Section 5.7, and in any sequence, Buyer may elect, in its sole discretion. Any failure of, or delay by, Buyer in electing to draw any amount from the Performance Security shall in no way prejudice Buyer’s rights to subsequently recover such amounts from the Performance Security or in any other manner. Within five (5) Business Days following any draw by Buyer on the Delivery Term Security, Seller shall replenish the amount drawn such that the Delivery Term Security is restored to the applicable amount set forth in Section 5.7(b), other than in connection with termination of this Agreement. (e) Seller shall notify Buyer of the occurrence of a Downgrade Event within five (5) Business Days after obtaining knowledge of the occurrence of such event. Buyer shall notify Seller if at any time Buyer is directed by a Governmental Authority to terminate any relationship with the issuer of any Performance Security. If at any time there shall occur a Downgrade Event or Seller receives notice of Buyer’s termination of its relationship with the issuer of any Performance Security, Seller shall replace such Performance Security within ten (10) Business Days after such Downgrade Event or receipt of such notice. Such replacement security shall meet the requirements of this Section 5.7. If the replacement Performance Security is not provided by Seller, Buyer shall have the right to demand payment of the full amount of the Performance Security, and Buyer shall retain such amount in order to secure Seller’s obligations under this Agreement; provided that if and to the extent such amount exceeds payment and performance in full of all of Seller’s obligations under this Agreement, Buyer shall refund the excess to Seller promptly after all such obligations of Seller under this Agreement have been paid or performed in full.
(f) The Project Development Security shall remain in place from the date it is effective in accordance with clause (a) above until the Commercial Operation Date and the Delivery Term Security shall remain in place continuously for the entire Delivery Term (except, in each case, to the extent drawn upon as provided herein). If any Performance Security is in the form - 78 -
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of a letter of credit expiring before the Commercial Operation Date (in the case of Project Development Security) or the end of the Delivery Term (in the case of Delivery Term Security), - 79 -
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Seller shall cause their renewal or extension for additional consecutive terms of three hundred sixty (360) Days or more (or, if shorter, the remainder of the time such Performance Security must remain in place in accordance with the prior sentence) no later than thirty (30) Days prior to each expiration date of such letter(s) of credit and written proof of such renewal shall be provided to Buyer as soon as practicable thereafter, but in no event later than fifteen (15) Days prior to the expiration of the same. If any such letter of credit is not renewed or extended as required herein or does not constitute an Acceptable Form of Performance Assurance, Buyer shall have the right to draw immediately upon the entire amount of such letter of credit and to place the amounts so drawn which shall thereafter be treated by Buyer as Performance Security hereunder, at Seller’s cost and with Seller’s funds, in an account controlled by Buyer until and unless Seller provides a substitute Acceptable Form of Performance Assurance.
(g) Seller shall, from time to time as requested by Buyer’s Authorized Representative, execute, acknowledge, record, register, deliver and file all such notices, statements, instruments and other documents as may be necessary to render fully valid, perfected and enforceable under all Requirements of Law the Performance Security and the rights, Liens and priorities of Buyers with respect to such Performance Security. Notwithstanding the other provisions of this Agreement, but subject to the cap in Section 14.19(e), the Performance Security:
(i) constitutes security for, but is not a limitation of, Seller’s obligations under this Agreement, and (ii) shall not be Buyers’ exclusive remedy against Seller for Seller’s failure to perform in accordance with this Agreement.

ARTICLE VI PURCHASE

AND SALE OF PRODUCT
Section 6.1 Deliveries; Purchases by Buyer.
(a) Seller shall deliver to Buyer, and Buyer or its designee shall receive from Seller under this Agreement, the Delivered Energy at the Point of Delivery. Notwithstanding anything to the contrary contained in this Agreement, Buyer shall be under no obligation to purchase, receive or pay for any PV System Energy in excess of the Maximum Delivery Rate.

Seller shall use commercially reasonable efforts to achieve the Annual Contract Quantity in each Contract Year.
(b) Seller shall sell and deliver, and Buyer shall purchase and accept, all PV Delivered Energy delivered under Section 6.1(a) at the Contract Price. Seller assumes that the PV System and the BESS will qualify for the ITC at thirty percent (30%). If the PV System and/or the BESS qualifies for, and Seller receives and is able to monetize (through Tax Equity Financing or otherwise), an additional ten (10) percentage points in its (i) ITC percentage due to Section 48(a)(12) or 48E(a)(3)(B) of the Code (the “ITC Domestic Content Adder”), or (ii) PTC percentage due to Section 45(b)(9) or 45Y(g)(11) of the Code, as amended by the Inflation Reduction Act (the “PTC Domestic Content Adder”), Seller shall notify Buyer of such qualification. (i) If the PV System qualifies for, and Seller receives and is able to monetize (through Tax Equity Financing or otherwise), the ITC Domestic Content Adder, the applicable Contract Price for PV Delivered Energy shall be reduced by an amount that reflects a sharing of - 80 -
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the benefits of the ITC Domestic Content Adder split sixty-five percent (65%) and thirty-five percent (35%) between the Buyer and Seller, respectively, which benefit shall be calculated as a per MWh reduction in the Contract Price as reasonably determined by Seller. (ii) If the BESS qualifies for, and Seller receives and is able to monetize (through Tax Equity Financing or otherwise), the ITC Domestic Content Adder, the BESS Capacity Price shall be reduced by an amount that reflects a sharing of the benefits of the ITC Domestic Content Adder split sixty-five percent (65%) and thirty-five percent (35%) between the Buyer and Seller, respectively, calculated as a per kW-month reduction in the BESS Capacity Price as reasonably determined by Seller.
(iii) If prior to March 31, 2024, Seller elects to use the PTC instead of the ITC pursuant to Section 3.8, the applicable Contract Price, Contract Price Floor and Contract Price Ceiling for PV Delivered Energy shall be reduced in the amount of Two Dollars ($2.00)/MWh and this Agreement shall be amended pursuant to the amendment attached hereto as Appendix R. If the PV System qualifies for, and Seller receives and is able to monetize (through Tax Equity Financing or otherwise), the PTC Domestic Content Adder, the Contract Price for PV Delivered Energy shall be reduced by an amount that reflects a sharing of the benefits of the PTC Domestic Content Adder split sixty-five percent (65%) and thirty-five percent (35%) between the Buyer and Seller, respectively, calculated as a per MWh reduction in the Contract Price as reasonably determined by Seller.
(iv) Seller’s determination of whether the PV System and/or the BESS qualify for either the ITC Domestic Content Adder or the PTC Domestic Content Adder may be made at any time within one (1) year following the Commercial Operation Date. If, after the Commercial Operation Date, Seller determines that the PV System and/or the BESS are so qualified and Seller receives and is able to monetize (through Tax Equity Financing or otherwise) such ITC Domestic Content Adder or the PTC Domestic Content Adder, then Seller shall (1) make available to Buyer and the Participating Members (A) reasonably detailed documentation describing the calculation of Seller’s benefit from the ITC Domestic Content Adder and/or PTC Domestic Content Adder, as applicable, and the sharing thereof as between Buyer and Seller, and (B) an audit report of an independent national accounting firm engaged by Seller to audit such documentation at Seller’s sole cost and expense; provided that “make available” as used in this part (1) shall mean to make visually available to Buyer and the Participating Members on a secure portal (e.g., sharepoint) during a reasonable period of review in a manner that prevents downloading, copying or otherwise enables the documents to come into the physical or electronic possession of Buyer or the Participating Members, and (2) pay Buyer a one-time payment of the difference between the Contract Price for PV Delivered Energy or the BESS Capacity Price, as applicable, and the reduced price as described in this Section 6.1(b) and/or Appendix R for the PV Delivered Energy or BESS Contract Capacity, as applicable, supplied by Seller during the period from the Commercial Operation Date until the date on which Seller determines that the PV System and/or the BESS qualify for the ITC Domestic Content Adder or the PTC Domestic Content Adder, as applicable (the “Domestic Content Adder True Up”). The Domestic Content Adder True Up shall be payable by Seller to Buyer within sixty (60) days after the date on which the Parties agree in writing to the - 81 -
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amount owing pursuant to this Section 6.1(b) plus interest thereon at the Interest Rate from the Commercial Operation Date until the date of payment.
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(c) During each Month, Buyer shall pay the BESS Capacity Payment to Seller.

Section 6.2 Third Party Sales. Except as provided in ARTICLE IX, in no event shall Seller have the right to procure Energy from sources other than the Facility for sale and delivery pursuant to this Agreement. Except as provided in the last sentence of Section 3.5(a)(iv), during the Agreement Term and subject to the terms and conditions of this Agreement, all of the Energy from the Facility (and associated Environmental Attributes and Capacity Rights) shall be dedicated to Buyer. Except with the prior written consent of Buyer as provided in the last sentence of Section 3.5(a)(iv), Seller shall not sell or otherwise transfer all or any part of the Products required to be delivered by Seller under this ARTICLE VI, ARTICLE VII, ARTICLE VIII or ARTICLE X. An intentional violation of this Section 6.2 shall be an immediate Default, and in addition to any other rights and remedies available to it under Section 13.2, Seller shall pay Buyer, on the date payment would otherwise be due to Seller, an amount for each MWh of such deficiency equal to the positive difference, if any, obtained by subtracting (A) the price per MWh that would have been payable by Buyer for the Energy had such Energy been delivered to the Point of Delivery as PV Delivered Energy from (B) the sum of (1) the Market Price Index for such Energy and (2) the Green Value associated therewith (the “Third Party Sale Replacement Price”). Buyer shall provide Seller prompt written notice of the Third Party Sale Replacement Price, together with backup documentation (including reasonable documentation as to the foregoing calculation and each component thereof). The remedy set forth in this Section 6.2 is in addition to, and not in lieu of, any other right or remedy of Buyer, under this Agreement or otherwise, for failure of Seller to sell and deliver the Products as and when required by this Agreement.

ARTICLE VII
TRANSMISSION AND SCHEDULING; TITLE AND RISK OF LOSS; COMPLIANCE Section 7.1 Transmission and Interconnection. Seller shall (a) arrange and be responsible for any Transmission Services required to transmit and deliver Delivered Energy to the Point of Delivery and Replacement Energy to the Point of Delivery, or a different point of interconnection with the CAISO grid mutually agreed between the Parties, and (b) arrange and pay for the interconnection of the Facility to the CAISO grid, including all costs, expenses, fees, charges, and other amounts associated therewith. If the Real-Time LMP at such point of interconnection is less than the Real-Time LMP at the Point of Delivery, Seller shall pay Buyer the difference between the Real-Time LMP at the Point of Delivery and the Real-Time LMP at the alternative point of interconnection.

Section 7.2 Scheduling Coordinator; CAISO Cost Allocation. Buyer or Buyer’s designee shall act as Scheduling Coordinator for the Facility and shall Schedule all Energy from the Facility on a day-ahead and real-time basis in accordance with the Scheduling Procedures, this Agreement, and all CAISO and other applicable requirements. Seller shall cause the Facility to have two (2) separate resource IDs with CAISO for Scheduling purposes (one ID for each of the PV System and the BESS), unless the BESS is not included as part of the Facility pursuant to Appendix A-2 of this Agreement, in which case the Seller shall cause the Facility to have one (1) resource ID.

Buyer shall be financially responsible for all costs, expenses, fees, charges, credits, penalties, sanctions, and other amounts associated with Scheduling the Delivered Energy into the CAISO grid, - 83 -
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the charging energy from the CAISO grid, and the discharging energy into the CAISO grid, other than any such costs, expenses, fees, charges, credits, penalties, sanctions, and other - 84 -
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amounts incurred by Buyer as a result of Seller’s failure to (a) perform any covenant under this Agreement, including but not limited to the failure to provide required notices for outages of the Facility, or Seller’s failure to comply with any curtailment order or any data request or (b) comply with any CAISO Tariff requirements, provided, Seller shall be entitled to any payments and is responsible for any liabilities, on a pass through basis, under CAISO’s RAAIM Program. Seller shall pay Buyer for Buyer or Buyer’s designee to act as the Scheduling Coordinator One Hundred Thousand Dollars ($100,000) per Contract Year (adjusted pro rata for the number of days in the first and last Contract Years), which amount shall be increased by two percent (2%) in each Contract Year following the first Contract Year.

Section 7.3 Forecasting and Scheduling of Energy.
(a) Except upon the occurrence of a curtailment under Section 7.4, Buyer, as the Scheduling Coordinator, shall Schedule all Delivered Energy in accordance with the Scheduling Procedures, Operating Restrictions, the CAISO Tariff, NERC and WECC operating policies and criteria, and any other applicable guidelines, based on either the then-most-current forecast of energy provided under the Variable Energy Resource Forecast, or Seller’s daily forecasts under Section 7.3(c). Seller, at its own cost, shall install metering, telemetry and control equipment so as to be able to provide Delivered Energy to the Point of Delivery and respond to CAISO, Transmission Provider, or reliability coordinator’s dispatch orders. (b) Seller will take all actions, at its sole cost and expense, required to comply with the Eligible Intermittent Resources Protocol and the New Resource Implementation Process.

Whenever applicable, Seller shall comply with EIRP and NRIP and all additional tariffs and protocols issued by the CAISO relating to eligible intermittent resources, non-generator resources, or storage facilities during the Delivery Term.
(c) Seller shall provide, or shall cause its designee to provide, the following non-binding forecasts, and any updates to such forecasts, to the Scheduling Coordinator and Buyer based on the most current forecast of PV Delivered Energy and Replacement Product:
(i) At least one hundred twenty (120) days before (a) the scheduled Commercial Operation Date and (b) the beginning of each Contract Year, a non-binding forecast of each Month’s average day deliveries of Delivered Energy and Replacement Product from the Facility, for the following eighteen (18) Months.
(ii) No later than sixty (60) days before the beginning of each Month during the Delivery Term, a non-binding forecast of each day’s average hourly deliveries of Delivered Energy and Replacement Product, for such Month.
(iii) No later than ten (10) Business Days before the beginning of each Month during the Delivery Term, a non-binding forecast of each day’s average hourly deliveries of PV Delivered Energy and Replacement Product for the following Month. - 85 -
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(iv) On the first Business Day of each calendar week during the Delivery Term, a non-binding forecast of each day’s average deliveries of Delivered Energy and Replacement Product, by hour, for the following fourteen (14) days. - 86 -
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(v) By 5:30 a.m. Pacific Prevailing Time on the Business Day immediately preceding each day of delivery of PV Delivered Energy and Replacement Product during the Delivery Term, a copy of a non-binding hourly forecast of deliveries of PV Delivered Energy and Replacement Product for each hour of the immediately succeeding day. Any forecast provided on a day prior to any non-Business Day shall include forecasts for the immediate day, each succeeding non-Business Day and the next Business Day. Seller shall, by 10:00 a.m. Pacific Prevailing Time, provide to the Scheduling Coordinator and Buyer a copy of any updates to such forecast indicating a change in forecasted PV Delivered Energy from the then-current forecast. (vi) Prior to 12:00 p.m. Pacific Prevailing Time of the Business Day immediately preceding each WECC Prescheduling Day (as defined by WECC) for each hour of the Delivery Day (as defined by WECC) in MW or MWh units (as applicable), in the format reasonably acceptable to Buyer, a non-binding preschedule forecast of PV Delivered Energy and Replacement Product via email. The pre-scheduled amounts of PV Delivered Energy and Replacement Product shall be the good faith estimate of Seller or Seller’s designee of the anticipated delivery of PV Delivered Energy and Replacement Product at the time. A forecast provided a day prior to any non-Business Day shall include forecasts for the next day, each succeeding non-Business Day and the next Business Day. Seller or Seller’s designee shall provide a copy of any and all updates to the forecast of the Facility’s availability from the then-current forecast. Except for Forced Outages, Seller shall operate the Facility with the objective that, for each hour scheduled, the actual Facility availability shall be maintained in accordance with the preschedule plan submitted by Buyer to Seller in accordance with the Scheduling Procedures. (d) Seller shall notify the Scheduling Coordinator and Buyer via email, telephone, or other mutually acceptable method, of any hourly changes due to a change in Facility availability or an outage no later than one hundred five (105) minutes prior to the start of such Scheduling hour, or such other limit as specified in the CAISO Tariff. Seller shall notify the Scheduling Coordinator and Buyer of other unanticipated changes in availability by email or telephone as promptly as reasonably possible. Any notice delivered under this Section 7.3(d) shall include the reason for the outage and an estimated duration of the outage. Once the outage has ended, Seller shall notify Buyer that the outage has ended, the cause of the outage, and the actions taken to resolve the outage in order for the CAISO outage report to be updated accordingly. (e) Seller shall develop, install and maintain all communications systems necessary for the operation of the Facility in accordance with Prudent Utility Practices, including communications systems that provide for (w) the receipt and following of automated dispatch instructions from the CAISO, (x) enabling of automated generation control capability for Ancillary Services, (y) an online-based user interface for Buyer to monitor the BESS status in real time, including the BESS’ state of charge and all other relevant operating parameters of the BESS, and (z) data feed between the PV System and the BESS. No later than ninety (90) days prior to the date on which Startup and Test Energy is first received from the Facility, Buyer and Seller shall agree upon a communications protocol with respect to the matters set forth in the foregoing sentence, clauses (i)-(iv) below, and such other matters concerning communications to or from the BESS as Seller and Buyer shall deem appropriate (the “BESS Communication Protocol”). Commencing on - 87 -
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the first date on which Startup and Test Energy is received from the Facility, and continuing throughout the Delivery Term, Seller shall provide to Buyer the following data on a - 88 -
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real-time basis, upon request and in a format that reasonably allows Buyer to copy, paste or otherwise use such data:
(i) Read-only access via secure login credentials for information collected by the SCADA system related to (A) availability of the BESS for Energy that is charged and discharged, and (B) state of charge, grid charging, operating modes, and set points of the BESS;
(ii) Read-only access to meteorological and related solar measurements, megawatt capacity and any other Facility availability information required in accordance with EIRP requirements;
(iii) Read-only access via secure login credentials to Energy output information collected by the SCADA system for the Facility; provided that if Buyer is unable to access the Facility’s SCADA system, then upon written request from Buyer, Seller shall provide energy output information to Buyer in five (5) minute intervals in a format and on a frequency acceptable to Buyer. Seller shall store such information for up to three (3) months after delivery thereof to Buyer; and
(iv) Read-only access to all Electric Metering Devices (including the PV Energy Meter, the BESS Energy Meter and the Electric Metering Device at the Point of Interconnection).
(f) Seller will provide Buyer (or its designee) with continuously updated nonbinding hourly forecasts of deliveries of PV Delivered Energy and Replacement Product for each hour of the succeeding twenty-four (24)-hour period via an internet website accessible via secure login credentials. Seller shall attempt to optimize the estimates for such time period two (2) hours prior to such forecasts. Seller shall enable such forecasts to be prepared in accordance with mutually agreed upon communications protocols between Seller, Scheduling Coordinator and Buyer as they are implemented or upgraded from time to time in accordance with Prudent Utility Practices.
(g) Seller, the Scheduling Coordinator and Buyer shall mutually develop forecasting and Scheduling procedures in addition to those set forth in this Section 7.3, (“Scheduling Procedures”) that allow Buyer to control when it receives PV Delivered Energy and BESS Metered Output from the Facility and that are in compliance with all applicable Requirements and requirements of the Transmission Provider, CAISO, NERC, WECC, and any balancing authority involved in the Scheduling of Energy under this Agreement. Seller and the Scheduling Coordinator shall promptly cooperate with Buyer to make any reasonably necessary and appropriate modifications to the Scheduling Procedures as may be required or requested by Buyer from time to time.

Section 7.4 Curtailment.
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immediately upon notice from the CAISO, a Transmission Provider, or any balancing authority or reliability entity during Curtailment Periods (“Non-Compensable Curtailments”). Buyer shall be excused from receiving such Delivered Energy from Seller and shall not be obligated to pay Seller - 90 -
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for the amount of reduced Delivered Energy arising during a Non-Compensable Curtailment. If required by Buyer, the CAISO, a Transmission Provider, or any balancing authority or reliability entity, Seller shall provide the capability to implement curtailments and adjust ramp rates, megawatt output, and (if applicable) megavar output in real-time by means of setpoints received from the SCADA system of Seller.
(b) In addition to the curtailments described in Section 7.4(a), Buyer may curtail deliveries of (i) PV Delivered Energy, (ii) PV System Energy or (iii) BESS Metered Output that results in curtailment of PV System Energy, in each of the foregoing cases for any Compensable Curtailment. Seller shall comply with such request in accordance with Prudent Utility Practices. Seller shall respond to Buyer curtailment notices (including the end of such curtailment periods) in accordance with Prudent Utility Practices. Buyer shall pay Seller for any Deemed Generated Energy for Compensable Curtailments in an amount equal to the applicable Contract Price. To the extent any PV System Energy is sold to a third party under this Section

7.4(b), the obligation to pay the amounts set forth for a curtailment by Buyer under this Section

7.4(b) shall be reduced accordingly by an amount equal to the net proceeds Seller receives from such sales of PV System Energy (after subtracting any Scheduling fees, wheeling charges, and other associated costs, fees, and reasonable expenses incurred in connection with such sales). All Environmental Attributes and Capacity Rights associated with such PV System Energy sold to third parties shall be delivered at no additional cost to Buyer. (c) “Deemed Generated Energy” means the amount of energy, expressed in MWh, that the PV System would have produced and delivered to the Point of Delivery as PV Delivered Energy during any applicable Excused Condition, which amount shall be equal to (i) the amount of MWh that would have been delivered to the Point of Delivery provided for in the Variable Energy Resource Forecast applicable to the applicable Excused Condition period, regardless of whether Seller is participating in the EIRP during this period, less (ii) the amount of PV Delivered Energy delivered to the Point of Delivery during the applicable Excused Condition, if any, or, if there is no Variable Energy Resource Forecast available, (A) an amount of MWh calculated based on an equation that incorporates relevant Facility availability, weather and other pertinent data for the period of time during the applicable Excused Conditions in order to approximate the amount of PV Delivered Energy that would have been delivered, less (B) the amount of PV Delivered Energy delivered to the Point of Delivery during the applicable Excused Conditions, if any; provided that, if the applicable difference calculated pursuant to either of the formulas provided above is negative, the Deemed Generated Energy shall be zero (0). The equation in (A) and (B) shall be subject to reasonable review and approval by Buyer, which review shall not be unreasonably delayed.

Section 7.5 [Reserved].

Section 7.6 Title; Risk of Loss. As between the Parties, Seller shall be deemed to be in exclusive control (and responsible for any damages or injury caused thereby) of all Energy prior to the Point of Delivery and all Replacement Energy prior to the Point of Delivery thereof into the CAISO grid. For the avoidance of doubt, Seller shall not be deemed to be in control (and responsible for any damages or injury caused thereby) of Energy and any Replacement Energy - 91 -
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from and after the Point of Delivery. Seller warrants that it will deliver all Energy, Replacement Product, Capacity Rights, and all of the associated Environmental Attributes to Buyer free and - 92 -
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clear of all Liens created by any Person other than Buyer. Title to, and risk of loss for, all Delivered Energy and all of the associated Products shall pass from Seller to Buyer at the Point of Delivery; provided that (i) title to, and risk of loss for, any Replacement Energy specified by Buyer to be delivered to a point or points of delivery other than the Point of Delivery shall pass from Seller to Buyer upon the delivery of such Replacement Energy to such point or points, and (ii) title to all PV Delivered Energy shall pass and transfer from Seller to Buyer at the PV Energy Meter.

Notwithstanding the foregoing, title to, and risk of loss for, all of the associated Environmental Attributes and Capacity Rights shall pass from Seller to Buyer upon the creation thereof.

Section 7.7 RPS and EPS Compliance.
(a) Seller warrants and guarantees that from the time it receives notice from the CEC that the PV System is CEC Certified, and at all times thereafter until the expiration or earlier termination of the Agreement, the Facility (including the Energy and the associated Environmental Attributes) shall be RPS Compliant, CEC Compliant (including with regard to the PV System charging of the BESS) and EPS Compliant (“Compliant”). Subject to this Section 7.7 and as otherwise expressly provided herein, Seller shall assume all risks, costs or expenses associated with, arising from, or resulting from, its obligation to keep the Facility Compliant. (b) If a Change in Law occurs after the Commercial Operation Date that (X) requires Seller to bear any costs, expenses or liabilities under Section 7.8, or (Y) (i) does not repeal the RPS Law or the EPS Law and (ii) causes the Facility to cease to be Compliant, then, in the case of the foregoing clause (Y), Seller shall (A) first, take all commercially reasonable efforts to bring the Facility into Compliance and (B) thereafter, take such actions as may be necessary to cause the Facility to remain Compliant; provided, that if, after a commercially reasonable period of time after such Change in Law, Seller reasonably determines that such efforts, together with any efforts to provide Buyer with any Product that was not in existence as of the Effective Date or comply with its obligations under Section 7.8, are reasonably likely to require Seller to incur costs in excess of the Compliance Expenditure Cap, Seller shall provide Buyer with written notice containing a detailed description of prior compliance actions, the basis for Seller’s expectation that required compliance actions will exceed the Compliance Expenditure Cap, Seller’s projected overage (the “Excess Compliance Cost”) and Seller’s projected timeline for successfully completing such compliance actions (an “Excess Expenditure Notice”).
(c) During any period in which the PV System is not Compliant, then Buyer shall pay Seller for PV Delivered Energy delivered during the period during which the PV System is not Compliant in an amount equal to seventy-five percent (75%) of the Pnode Price at the Point of Delivery (the “Replacement Price”) in lieu of the applicable Contract Price. In no event shall the Replacement Price be more than the Contract Price. Payment for PV Delivered Energy at the Replacement Price shall continue until the PV System is brought back into Compliance or the Agreement is terminated pursuant to Section 7.7(d).
(d) If at any time after the earlier of (i) six (6) months of paying the Replacement Price, (ii) Seller’s delivery of an Excess Expenditure Notice or (iii) Seller’s expenditure of funds in an amount equal to or exceeding the Compliance Expenditure Cap, Buyer - 93 -
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determines, in its reasonable discretion, that notwithstanding Seller’s commercially reasonable efforts, Seller will be unable to bring the Facility into Compliance, and neither Buyer nor Seller is - 94 -
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willing to pay the Excess Compliance Cost, Buyer may elect, at its sole discretion, to terminate this Agreement by written notice to Seller, without liability to either Party, except for such liabilities that accrued prior to the date of termination or that otherwise survive termination in accordance with the terms of this Agreement.
(e) From time to time and at any time requested by Buyer or Buyer’s Authorized Representative, Seller will furnish to Buyer, Buyer’s Authorized Representative, Governmental Authorities, or other Persons designated by any Buyer, all certificates and other documentation reasonably requested by Buyer or Buyer’s Authorized Representative in order to demonstrate that the PV System, the PV System Energy, and the associated Environmental Attributes were or are Compliant.
(f) Seller’s Compliance Expenditure Cap shall be reduced by any amounts that have accrued toward Seller’s Compliance Expenditure Cap under any provision in this Agreement.

Section 7.8 Change in CAISO Tariff.
(a) If a change in the CAISO Tariff, including any change resulting from or relating to CAISO’s Hybrid Resources or Energy Storage and Distributed Energy Resources initiatives, requires any modifications to the Facility (i) to enable Seller to deliver, and Buyer to receive, Delivered Energy to and from the CAISO system, or (ii) to use the BESS and Capacity Rights, then Seller shall be solely responsible for bringing the Facility into compliance with the CAISO Tariff, as modified, in a manner that preserves Buyer’s economic benefits with respect to the Facility prior to any such change in the CAISO Tariff; provided that Seller shall not be required to expend funds that exceed the Compliance Expenditure Cap in connection with an of its obligations under this Section 7.8, and the Compliance Expenditure Cap shall be reduced by the amounts of any expenditures.
(b) If a change in the CAISO Tariff requires any modifications to the Facility to enable the Facility to qualify for any new product in the CAISO, then, at Buyer’s election, the Parties shall negotiate in good faith any necessary changes to this Agreement to enable the Facility to meet the requirements for such new product; provided, that (i) until such time as any changes are agreed between the Parties, Seller shall have no obligation to modify the Facility or bear any additional costs or liabilities other than those contemplated by the other terms of this Agreement, and (ii) in any event, Seller shall not be required to expend funds that exceed the Compliance Expenditure Cap in connection with any of its obligations under this Section 7.8, and the Compliance Expenditure Cap shall be reduced by the amounts of any expenditures. Any changes made pursuant to this Section 7.8(b) shall not constitute a formal amendment to the Agreement.

Section 7.9 Change in Market Structure. If a regionalization or other major change to the market structure of the Western Interconnection occurs during the Agreement Term (other than a Change in Law as addressed in Section 7.7 above), then the Parties agree to negotiate such modifications to this Agreement as may be necessary to enable the Parties to continue to perform their respective obligations under this Agreement, while preserving, to the maximum extent possible, the existing benefits, burdens and obligations set forth herein as of the Effective - 95 -
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Date. Such negotiations shall commence promptly following the delivery by one Party to the other Party of a notice requesting negotiations pursuant to this Section 7.9. - 96 -
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ARTICLE VIII

ENVIRONMENTAL ATTRIBUTES
Section 8.1 Transfer of Environmental Attributes. For and in consideration of Buyer entering into this Agreement, and in addition to the agreement by and between Buyer and Seller to purchase and sell PV Delivered Energy on the terms and conditions set forth herein, Seller shall transfer to Buyer, and Buyer shall receive from Seller, all right, title, and interest in and to all Environmental Attributes, whether now existing or acquired by Seller or that hereafter come into existence or are acquired by Seller during the Agreement Term associated with the PV System Energy and any Replacement Energy. Seller agrees to transfer and make such Environmental Attributes available to Buyer to the fullest extent allowed by applicable law upon the later of (i) delivery of the associated PV System Energy or Replacement Energy and (ii) the creation of such Environmental Attributes following delivery of the associated PV System Energy or Replacement Energy. Seller represents and covenants that it has not assigned, transferred, conveyed, encumbered, sold or otherwise disposed of and shall not assign, transfer, convey, encumber, sell or otherwise dispose of all or any portion of such Environmental Attributes to any Person other than Buyer or attempt to do any of the foregoing with respect to any of the Environmental Attributes.

Buyer and Seller acknowledge and agree that the consideration for the transfer of Environmental Attributes is contained within the Contract Price.

Section 8.2 Reporting of Ownership of Environmental Attributes. During the Agreement Term, Seller shall not report to any Person that the Environmental Attributes granted hereunder to Buyer belong to any Person other than Buyer, and Buyer may report under any program that such Environmental Attributes purchased hereunder belong to it.

Section 8.3 Environmental Attributes. Upon the request of Buyer or Buyer’s Authorized Representative, Seller shall take all actions and execute all documents or instruments necessary under applicable law, regulations, guidebooks promulgated by the CEC or PUC, or bilateral arrangements, as applicable, to maximize the attribution, accrual, realization, generation, production, recognition and validation of Environmental Attributes throughout the Agreement Term and Seller shall file with the CEC and any other applicable Persons all materials and documents required to demonstrate that the PV System is entitled to be CEC Certified.

Section 8.4 WREGIS. In furtherance and not in limitation of Section 8.3, prior to Seller’s first delivery of PV Delivered Energy hereunder, Seller shall register with WREGIS to evidence the transfer of any Environmental Attributes under applicable law or any voluntary program (“WREGIS Certificates”) associated with PV System Energy or Replacement Product in accordance with WREGIS reporting protocols and WREGIS Operating Rules and shall register the Facility with WREGIS. After the Facility is registered with WREGIS, at the option of Buyer’s Authorized Representative, Seller shall transfer WREGIS Certificates using the Forward Certificate Transfer method as described in WREGIS Operating Rules from Seller’s WREGIS account to Buyer’s WREGIS accounts, as designated by Buyer’s Authorized Representative. Seller shall be responsible for WREGIS Certificate issuance fees and WREGIS expenses associated with registering the Facility, maintaining its account, acquiring and arranging for a Qualified Reporting Entity (“QRE”) and any applicable QRE agreements, and transferring WREGIS - 97 -
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Certificates to Buyer, Buyer’s Authorized Representative, or any other designees. Buyer shall be responsible for its WREGIS expenses associated with maintaining its own account, or the - 98 -
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accounts of its designees, if any, and subsequent transferring or retiring by it of WREGIS Certificates, or Seller’s fees for the retirement of WREGIS Certificates on behalf of Buyer. Forward Certificate Transfers shall occur monthly based on the certificate creation timeline established by the WREGIS Operating Rules. Seller shall be responsible for, at its expense, validating and disputing data with WREGIS prior to WREGIS Certificate creation each Month. In addition to the foregoing, Seller shall document the production and transfer of Environmental Attributes under this Agreement to Buyer by delivering to Buyer an attestation in substantially the form attached as Appendix D for the Environmental Attributes associated with PV System Energy or Replacement Product, if any, measured in whole MWh, or by such other method as Buyer shall designate.

Section 8.5 Further Assurances. If WREGIS (or any successor thereto) is not available to evidence the transfer of Environmental Attributes, Seller shall document the production of Environmental Attributes by delivering with each invoice to Buyer an attestation for the Environmental Attributes associated with PV System Energy or included with Replacement Product, if any, for the preceding Month in the form of the attestation set forth as Appendix D. At Buyer’s Authorized Representative’s request, the Parties shall execute all such documents and instruments and take such other action in order to effect the transfer of the Environmental Attributes specified in this Agreement to Buyer and to maximize the attribution, accrual, realization, generation, production, recognition and validation of Environmental Attributes throughout the Agreement Term. In the event of the promulgation of a scheme involving Environmental Attributes administered by CAMD, upon notification by CAMD that any transfers contemplated by this Agreement shall not be recorded, each Party shall promptly cooperate in taking all reasonable actions necessary so that such transfer can be recorded. Each Party shall promptly give the other Party copies of all documents it submits to CAMD to effectuate any transfers.

ARTICLE IX

SHORTFALL ENERGY, AVAILABILITY, AND PERFORMANCE GUARANTEE

REQUIREMENTS
Section 9.1 Makeup of Shortfall. Within thirty (30) days after the end of each Contract Year, Seller shall provide Buyer with a calculation of PV Delivered Energy for such Contract Year. If Seller fails during any Contract Year to deliver the sum of PV Delivered Energy plus Deemed Generated Energy during such Contract Year in an amount equal to the Guaranteed Delivered Energy for such Contract Year, then Seller shall make up the shortfall of PV Delivered Energy (“Shortfall Energy”) in accordance with this ARTICLE IX.

Section 9.2 Replacement Product. With respect to any Contract Year in which Shortfall Energy exists, during the Shortfall Makeup Period for such Contract Year, (i) the Product delivered during such Shortfall Makeup Period will not be counted toward make up of the Shortfall Energy until such time as the Guaranteed Delivered Energy has been delivered by Seller for the Contract Year composing such Shortfall Makeup Period and (ii) the amount of Shortfall Energy shall first be reduced by the amount of any (a) PV Delivered Energy, including Excess Energy, delivered during the applicable Shortfall Makeup Period in excess of the Guaranteed Delivered - 99 -
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Energy, and then (b) Replacement Product delivered by Seller. Such Replacement Product shall be delivered to the Point of Delivery or such other point of delivery as is mutually agreed upon by - 100 -
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the Parties (which point of delivery shall be deemed the “Point of Delivery” for such Replacement Product and the other Scheduling and delivery provisions hereof) and on a delivery schedule mutually agreed to by Seller and Buyer. Any additional costs or expenses associated with delivery of Replacement Product to a Point of Delivery designated under this Section 9.2 shall be borne by Seller. To the extent Seller is unable to deliver or provide sufficient PV Delivered Energy or Replacement Product in excess of the Guaranteed Delivered Energy to make up the remaining Shortfall Energy, then Seller shall, at the end of the Shortfall Makeup Period, pay Buyer damages in accordance with Section 9.3. Notwithstanding anything herein to the contrary, in the last year of each RPS Compliance Period during the Delivery Term, Seller shall provide written notice to Buyer no later than six (6) months prior to the end of such RPS Compliance Period with Seller’s good faith determination of whether it anticipates being able to (a) make up any Shortfall Energy amount thenexisting during such RPS Compliance Period and (b) achieve the Guaranteed Delivered Energy (on a pro-rata basis) for such Contract Year. If after delivery of Seller’s notice during such Contract Year, Buyer reasonably determines that Seller will be unable to make up the Shortfall Energy or achieve the Guaranteed Delivered Energy with delivery of PV Delivered Energy or Replacement Product during such Contract Year, Buyer shall purchase Replacement Product to make up the remaining Shortfall Energy (net of (i) Shortfall Energy that Buyer reasonably determines Seller will make up during such RPS Compliance Period, and (ii) the amount of any applicable Replacement Product procured by Seller prior to delivery of such Seller’s notice) and Seller shall reimburse Buyer for its actual costs associated therewith to the extent the purchase price of the Replacement Product exceeds the Contract Price for PV Delivered Energy. For the purposes of this Section 9.2, any Deemed Generated Energy in excess of the Guaranteed Delivered Energy shall be counted toward the Shortfall Energy as if it had been delivered as PV Delivered Energy.

Section 9.3 Shortfall Damages. If Seller fails to make up the full amount of any Shortfall Energy (as such may be reduced by Buyer’s purchase, if any, of Replacement Product, by the end of the Shortfall Makeup Period (or the end of the RPS Compliance Period, as the case may be)), Seller shall within sixty (60) days after the end of the applicable Shortfall Makeup Period (or the end of the RPS Compliance Period, as the case may be), pay Buyer damages, which damages shall be an amount, for each MWh of remaining Shortfall Energy, equal to the positive difference, if any, obtained by subtracting (a) the Contract Price that Buyer would have paid for such remaining Shortfall Energy had it been timely delivered, from (b) the sum of (1) the Market Price Index for such remaining Shortfall Energy and (2) the Green Value associated therewith (“Shortfall Damages”). For the avoidance of doubt, Buyer shall not be obligated to procure Replacement Product in order to recover Shortfall Damages. If Seller fails to pay Buyer the Shortfall Damages within sixty (60) days after the end of the Shortfall Makeup Period, Buyer shall have the right to immediately draw the applicable amount of Shortfall Damages owed to Buyer from the Delivery Term Security. The Parties acknowledge and agree that the damages that Buyer would incur due to the failure to deliver the Shortfall Energy would be difficult or impossible to predict with certainty, and it is impractical and difficult to assess actual damages in those circumstances and, therefore, the payment of Shortfall Damages is a fair and reasonable remedy for such damages. The provision of Shortfall Damages shall be in lieu of actual damages for the occurrence of any Shortfall Energy hereunder that is not cured with PV Delivered Energy and/or Replacement Energy and is Buyer’s sole remedy for Seller’s failure to deliver Shortfall Energy; provided, however, the - 101 -
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payment of Shortfall Damages shall not limit Buyer’s rights to exercise any right or remedy available under this Agreement or at law or in equity for any other - 102 -
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breach or default occurring concurrently with, before, or after the failure to meet the Guaranteed Delivered Energy, including a Default under Section 13.1(l); provided that the payment of Shortfall Damages shall be taken into account when determining any damages due to Buyer for such Default.

Section 9.4 Availability Requirement. Seller shall be responsible for all costs, charges, expenses, penalties, and obligations resulting from Availability Standards, if applicable, and Seller shall be entitled to retain all credits, payments, and revenues, if any, resulting from Seller achieving or exceeding Availability Standards, if applicable, other than the Capacity Rights.

Section 9.5 [Reserved].

Section 9.6 Performance Guarantees, Remedies and Termination Rights. (a) Throughout the Delivery Term, Seller warrants that (i) the BESS will perform at a rate that results in the Dischargeable Energy at any time equaling or exceeding the Guaranteed Dischargeable Energy, as illustrated in and calculated on an annual basis in accordance with Appendix K-1 (the “Dischargeable Energy Performance Guarantee”); (ii) the Round Trip Efficiency during each Contract Year, as calculated in accordance with Appendix K-1, will not fall below the amount specified in Appendix K-1 for such Contract Year (the “Round Trip Efficiency Performance Guarantee”); (iii) Peak Season BESS Availability, as calculated in accordance with Appendix K-1, will be at least the percentage set forth in Appendix K-1 for each Peak Season (the “Peak Season BESS Availability Guarantee”); (iv) Off-Peak Season BESS Availability, as calculated in accordance with Appendix K-1, will be at least the percentage set forth in Appendix K-1, for each Off-Peak Season (the “Off-Peak Season BESS Availability Guarantee”); and (v) the Annual PV System Availability during each Contract Year, as calculated in accordance with Appendix K-1, will equal or exceed the Annual PV System Availability Requirement for such Contract Year, as specified in Appendix K-1 (the “Annual PV System Availability Guarantee”). (b) Following a failure of the Dischargeable Energy Performance Guarantee, the Round Trip Efficiency Performance Guarantee, the Peak Season BESS Availability Guarantee, or the Off-Peak Season BESS Availability Guarantee, or the Annual PV System Availability Guarantee, the BESS Capacity Price shall be reduced for each month that the applicable guarantee is not satisfied and continue until the first month that the applicable guarantee is satisfied; provided that with respect to any failure of the Peak Season BESS Availability Guarantee or the Off-Peak Season BESS Availability Guarantee, the BESS Capacity Price shall be reduced in accordance with Sections 9.6(b)(iii) and (iv) below such that (i) if there is a failure of the Peak Season BESS Availability, the BESS Capacity Price during the subsequent Off-Peak Season will be reduced to reflect the Peak Season BESS Availability Adjustment Factor, and (ii) if there is a failure of the Off-Peak Season BESS Availability, the BESS Capacity Price during the subsequent Peak Season will be reduced to reflect the Off-Peak Season BESS Availability Adjustment Factor. The resulting modified BESS Capacity Price for any non-compliant month (the “Modified BESS Capacity Price”) shall be determined as follows:
(i) In the event of a failure of the Dischargeable Energy Performance Guarantee, the Modified BESS Capacity Price shall be an amount equal to the product of (A) the - 103 -
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BESS Capacity Price, multiplied by (B) the Dischargeable Energy Adjustment Factor calculated for such month in accordance with Appendix K-2.
(ii) In the event of a failure of the Round Trip Efficiency Performance Guarantee, the Modified BESS Capacity Price shall be an amount equal to the product of (A) the BESS Capacity Price, multiplied by (B) the Round Trip Efficiency Adjustment Factor calculated for such month in accordance with Appendix K-2.
(iii) In the event of a failure of the Peak Season BESS Availability Guarantee, the Modified BESS Capacity Price during the immediately subsequent Off-Peak Season shall be an amount equal to the product of (A) the BESS Capacity Price, multiplied by (B) the Peak Season BESS Availability Adjustment Factor, calculated in accordance with Appendix K-2, as adjusted in accordance with Appendix K-2.
(iv) In the event of a failure of the Off-Peak Season BESS Availability Guarantee, the Modified BESS Capacity Price during the immediately subsequent Peak Season shall be an amount equal to the product of (A) the BESS Capacity Price, multiplied by (B) the OffPeak Season BESS Availability Adjustment Factor, calculated in accordance with Appendix K-2, as adjusted in accordance with Appendix K-2.
(v) In the event of a failure of the Annual PV System Availability Guarantee, the Modified BESS Capacity Price shall be an amount equal to the product of (A) the BESS Capacity Price, multiplied by (B) the Annual PV System Availability Adjustment Factor, calculated in accordance with Appendix K-2, as adjusted in accordance with Appendix K-2. (vi) In the event of a failure of multiple guarantees addressed by this Section

9.6(b) in the same month, the Modified BESS Capacity Price for such month shall be an amount equal to the lowest Modified BESS Capacity Price resulting from application of the formulas set forth in the foregoing Section 9.6(b)(i)-(v).
(vii) Notwithstanding Section 9.6(b)(i)-(v) and Section 9.6(c), in the event of a failure of the Minimum Dischargeable Energy Performance Guarantee or the Minimum Round Trip Efficiency Performance Guarantee that, in either case, continues for a period of three (3) consecutive months following the last day of the first non-compliant month, the Modified BESS Capacity Price for each succeeding month shall be reduced to Zero Dollars ($0) until Seller has completed any necessary remedial measures to bring the BESS back into compliance with the Minimum Dischargeable Energy Performance Guarantee or the Minimum Round Trip Efficiency Performance Guarantee, as applicable.
(viii) If the BESS Metered Output deviates from the automated dispatch system of the CAISO (the “ADS”) by more than two percent (2%) (plus or minus, in the aggregate) in a given day (except if caused by Buyer’s failure to schedule the BESS in accordance with the Operating Restrictions), then Seller shall reimburse Buyer for any CAISO imbalance charges incurred on such date as a result of such deviations.
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(c) Notwithstanding Buyer’s recourse to the Modified BESS Capacity Price remedy, as described in Section 9.6(b), Seller shall be considered in Default under this Agreement:
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(i) for failure of the Minimum Dischargeable Energy Performance Guarantee, if any such failure continues for a period of twelve (12) consecutive months following the last day of the first non-compliant month; or
(ii) if the Peak Season BESS Availability in a given Contract Year and the subsequent Off-Peak Season BESS Availability are each less than fifty percent (50%).

ARTICLE X

CAPACITY RIGHTS
Section 10.1 Capacity Rights. For and in consideration of Buyer entering into this Agreement, and in addition to the agreement by Buyer and Seller to purchase and sell Delivered Energy and Environmental Attributes on the terms and conditions set forth herein, Seller hereby transfers to Buyer, and Buyer hereby accepts from Seller, all of Seller’s rights, title and interest in and to the Capacity Rights, including resource adequacy, local capacity requirement, flexible resource capacity attributes, and other present and future capacity attribute values related to the Facility. Buyer and Seller acknowledge and agree that the consideration for the transfer of Capacity Rights, if any, is contained within the relevant prices for PV Delivered Energy and the BESS Capacity Payments. In no event shall Buyer have any obligation or liability whatsoever for any debt pertaining to the Facility by virtue of Buyer’s ownership of the Capacity Rights or otherwise.

Section 10.2 Covenant Regarding Capacity Rights. Seller represents and covenants that it has not assigned, transferred, conveyed, encumbered, sold or otherwise disposed of and shall not in the future assign, transfer, convey, encumber, sell or otherwise dispose of any of the Capacity Rights to any Person other than Buyer or attempt to do any of the foregoing with respect to any of the Capacity Rights. During the Agreement Term, Seller shall not report to any Person that any of the Capacity Rights belong to any Person other than Buyer. Buyer may, its own risk and expense, report to any Person that the Capacity Rights belongs to it.

Section 10.3 Failure to Provide Expected RA Capacity.
(a) Seller shall provide Buyer with the Expected RA Capacity by submitting monthly and annual Supply Plans in accordance with the CAISO Tariff. Seller shall deliver notice to Buyer of the RA Capacity that Seller will include in any (i) annual Supply Plan at least one hundred twenty (120) days prior to the CAISO submission deadline for such annual Supply Plan, and (ii) monthly Supply Plan at least ninety (90) days prior to CAISO’s submission deadline for such monthly Supply Plan (as applicable, the “Notification Deadline”). If Seller is unable to provide the Expected RA Capacity from the Facility for any RA Shortfall Month, then except to the extent such inability is a result of a Force Majeure, Excused Conditions or BESS Excused Conditions, Seller shall replace all or a portion of the Expected RA Capacity with replacement resource adequacy capacity from a generating facility other than the Facility (“Replacement RA Capacity”), provided that such Replacement RA Capacity has equivalent Resource Adequacy Attributes compared to the Expected RA Capacity not provided by Seller from the Facility. Seller shall notify Buyer prior to the Notification Deadline of Seller’s intent to provide Replacement RA Capacity, including the relevant Supply Plan, the source, volume, and duration, and such other - 106 -
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information as may be reasonably requested by Buyer. Seller shall reimburse Buyer for all additional costs of Buyer arising from or related to Seller providing Replacement RA Capacity. (b) If Seller fails to provide any portion of the Expected RA Capacity in accordance with Section 10.3(a) and does not provide Replacement RA Capacity in accordance with Section 10.3(a), then in either case, Seller shall pay to Buyer an amount equal to the aggregate RA Replacement Prices for the RA Shortfall. The Parties agree that (i) it is impractical or extremely difficult to determine actual damages to which Buyer would be entitled in the foregoing circumstance and (ii) the damages provided for in this Section 10.3(b) are fair and reasonable calculation of actual damages to Buyer and are not a penalty in such a circumstance. Buyer shall use commercially reasonable efforts to minimize the RA Replacement Price. (c) Seller shall reimburse Buyer for any fines or penalties assessed against Buyer or any Participating Members to the extent solely resulting from the Expected RA Capacity not provided by Seller or replaced by Seller with Replacement RA Capacity. Seller’s total liability under this Article X in any given Month shall not exceed an amount equal to Twenty Dollars ($20) per kW-month multiplied by the RA Shortfall in such Month.

Section 10.4 Further Assurances. Seller shall execute and deliver such documents and instruments and take such other action as required by the CAISO and as Buyer’s Authorized Representative may reasonably request to effect recognition and transfer of the Capacity Rights to Buyer. Seller shall bear the costs associated therewith.

ARTICLE XI
BILLING; PAYMENT; AUDITS; METERING; ATTESTATIONS; POLICIES Section 11.1 Billing and Payment. Billing and payment for all Products shall be as set forth in this ARTICLE XI.

Section 11.2 WREGIS Withholding. Prior to the PV System becoming CEC Certified and if, at any time after the PV System is CEC Certified, Seller fails to transfer Renewable Energy Credits to Buyer’s WREGIS account in accordance with Section 8.4 within one hundred twenty (120) days after delivery of the corresponding PV Delivered Energy or Replacement Product, Buyer shall have the right to withhold from any payment to Seller, for each MWh of PV Delivered Energy or Replacement Product delivered under Section 6.1, an amount equal to Twenty Dollars ($20) per MWh (such amount, the “WREGIS Withhold Amount”) until such time as the WREGIS Certificate associated with such MWh has been credited to Buyer’s WREGIS account as set forth in Section 8.4, and Buyer shall pay the WREGIS Withhold Amount previously withheld by Buyer for each MWh for which a WREGIS Certificate was credited to Buyer’s WREGIS account in such month. If Buyer’s right to withhold the WREGIS Withhold Amount is triggered after the PV System is CEC Certified in accordance with this Section 11.2, such right shall remain in effect until three hundred sixty-five (365) days after the date that Seller causes Renewable Energy Credits to once again be transferred to Buyer’s WREGIS account in accordance with Section 8.4.
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Section 11.3 Calculation of Energy Delivered; Invoices and Payment. - 108 -
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(a) Not later than the tenth (10th) Business Day of each Month, commencing with the next Month following the Month in which PV Delivered Energy is generated, Seller shall deliver to Buyer a proper invoice showing the following for the preceding Month:
(i) PV Delivered Energy during such Month, specifying the portion of such PV Delivered Energy that is (A) Startup and Test Energy (and the payment owed in respect thereof according to the price in Section A(1) of Appendix A-1); (B) Excess Energy; and (C) PV Delivered Energy that is not Excess Energy or Startup or Test Energy. (ii) BESS Metered Output during such Month.
(iii) An accounting of the Guaranteed Delivered Energy for the applicable Contract Year, an accounting of new or made up Shortfall Energy and/or Replacement Product, if applicable, and a confirmation as to whether Seller met or exceeded the Guaranteed Delivered Energy.
(iv) The BESS Capacity Payment for such Month. (v) Any reimbursement to Buyer for the purchase of Replacement Product.
(vi) Seller’s reasonable calculation of the amount of Deemed Generated Energy associated with any Compensable Curtailment for amounts owed by Buyer in accordance with Section 7.4(b).
(vii) The total quantity of WREGIS Certificates confirmed to have been credited to Buyer’s WREGIS account during the prior month.
(viii) Any other payments due to Buyer or to Seller under this Agreement, including amounts due to Buyer in connection with third party sales of curtailed Energy under Section 6.2 and any unpaid liquidated damages that have accrued prior to the invoice date. (b) Seller shall calculate the amount of PV Delivered Energy, BESS Metered Output, and BESS Metered Input from meter readings at the Electric Metering Devices at the Point of Interconnection, the PV Energy Meter, and the BESS Energy Meter, all as depicted on Appendix O, maintained pursuant to Section 11.7.
(c) Each invoice shall show the title of the Agreement and, if applicable, the Agreement number, the name, address and identifying information of Seller and the identification of material, equipment or services covered by the invoices, and shall be sent to the address set forth in Appendix J or such other address as Buyer may provide to Seller. (d) Any electronic information delivered by Seller under this ARTICLE XI shall be in a format such as Microsoft Excel (or its equivalent) that allows Buyer to cut, paste or otherwise readily use and work with such information or documentation or as otherwise mutually agreed by the Parties.
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(e) Concurrently with the delivery of each Monthly invoice, if required under Section 8.5, Seller shall deliver attestations of all Environmental Attribute transfers substantially in the form set forth in Appendix D.
(f) Subject to Section 11.3(g) and Section 11.4, not later than the sixtieth (60th) day after receipt by Buyer of Seller’s Monthly invoice (or the next succeeding Business Day, if the sixtieth (60th) day is not a Business Day), Buyer (if the net payment in the applicable invoice is in favor of Seller) or Seller (if the net payment in the applicable invoice is in favor of Buyer), shall pay to Seller or Buyer, as applicable, by wire transfer of immediately available funds to an account specified by Seller or Buyer, as applicable, or by any other means agreed to by the Parties from time to time, the amount set forth as due in such Monthly invoice. (g) Notwithstanding Section 11.3(a), if Buyer believes that it has insufficient information to verify the amount of Deemed Generated Energy calculated by Seller in the invoice, or if Buyer requires additional time to verify such information, Buyer shall notify Seller thereof within sixty (60) days after receipt of an invoice from Seller, and timely pay the amounts set forth in such Monthly invoice not related to Deemed Generated Energy. Within sixty (60) days after receipt by Buyer of additional information regarding such Deemed Generated Energy calculation, or on the date mutually agreed to by the Parties, Buyer shall pay to Seller the amount specified in the invoice or notify Seller of any discrepancies with respect to its calculation of the Deemed Generated Energy, in which event such invoice shall be subject to the provisions of Section 11.4. (h) Seller shall, in subsequent invoices, adjust previously invoiced amounts to reflect (i) adjustments pursuant to Section 11.4, or (ii) adjustments, reconciliations or final settlements with WREGIS occurring after the date of the initial invoice, or any other adjustments agreed to by the Parties (which shall be without interest of any kind), provided that Buyer shall not be required to make invoice payments if the invoice is received more than one (1) year after the billing period.
(i) Buyer shall not be required to make invoice payments if the invoice is received more than six (6) Months after the applicable Monthly billing period except with respect to any disputed amounts where the dispute is first raised within six (6) months after the applicable Monthly billing period and for any corrections or adjustments, including by CAISO, resulting in amounts owing by Buyer pursuant to Section 11.7(a).

Section 11.4 Disputed Invoices. If any portion of any invoice is in dispute, the undisputed amount shall be paid when due. The Party disputing a payment shall promptly notify the other Party of the basis for the dispute, setting forth the details of such dispute in reasonable specificity. Disputes shall be discussed directly by the Parties’ Authorized Representatives, who shall use reasonable efforts to amicably and promptly resolve such Disputes, and any failure to agree shall be subject to resolution in accordance with Section 14.3. Upon resolution of any Dispute, if all or part of the disputed amount is later determined to have been due, then the Party owing such payment or refund shall pay within ten (10) days after receipt of notice of such determination the amount determined to be due plus interest thereon at the Interest Rate from the due date until the date of payment. For purposes of this Section 11.4, “Interest Rate” shall mean the lesser of (i) two percent (2%) above the per annum Prime Rate reported daily in The Wall Street Journal, or (ii) the maximum rate permitted by applicable Requirements of Law. - 110 -
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Section 11.5 Right of Setoff. In addition to any right now or hereafter granted under applicable law and not by way of limitation of any such rights, each Party shall have the right at any time or from time to time without notice to other Party or to any other Person, any such notice being hereby expressly waived, to set off against any amount due a Party from the other Party under this Agreement any undisputed amount due such Party from the other Party under this Agreement, including any undisputed amounts due because of breach of this Agreement or any other obligation.

Section 11.6 Records and Audits. Seller shall maintain, and the Authorized Auditors shall have access to, all records and data pertaining to the performance and management of this Agreement (including compliance with the Requirements) and related Subcontracts, and as necessary to properly reflect all costs claimed to have been incurred hereunder and thereunder, including (a) in their original form, all (i) documents provided to Seller in the ordinary course of business for the Facility, (ii) documents for billing, costs, metering, and Environmental Attributes, (iii) books, records, documents, reports, deliverables, employee time sheets, accounting procedures and practices, and (iv) records of financial transactions, and (b) other evidence, regardless of form (for example, machine readable media such as disk or tape, etc.) or type (for example, databases, applications software, database management software, or utilities). If Seller is required to submit cost or pricing data in connection with this Agreement, Seller shall maintain all records and documents necessary to permit adequate evaluation of the cost or pricing data submitted, along with the computations and projections used. In the event of a Dispute, records that relate to the Agreement, Dispute, litigation or costs, or items to which an audit exception has been taken, shall be maintained. Buyer and the Authorized Auditors may discuss such records with Seller’s officers and independent public accountants (and by this provision Seller authorizes said accountants to discuss such billings and costs), all at such times and as often as may be reasonably requested. All such records shall be retained, and shall be subject to examination and audit by the Authorized Auditors, for a period of not less than four (4) years following final payment made by Buyer hereunder as it relates to a particular payment obligation, four (4) years after the expiration or termination date of this Agreement, or final settlement of all disputes, claims, or litigation that authorizes the records to no longer be retained, or the retention period under the Requirements of Law applicable to any Participating Members, whichever is later. Seller shall make said records or, to the extent accepted by the Authorized Auditors, photographs, micro- photographs, or other authentic reproductions thereof, available to the Authorized Auditors at Seller’s principal business office or any other of Seller’s offices as mutually agreed upon by Buyer and Seller, at all reasonable times and without charge. The Authorized Auditors may reproduce, photocopy, download, transcribe, and the like any such records. Any information provided by Seller on machine-readable media shall be provided in a format accessible and readable by the Authorized Auditors. Seller shall not, however, be required to furnish the Authorized Auditors with commonly available software. Seller shall be subject at any time with fourteen (14) days prior written notice to audits or examinations by Authorized Auditors, relating to all billings and required to verify compliance with all Agreement requirements relative to practices, methods, procedures, performance, compensation, and documentation. Examinations and audits shall be performed using generally accepted auditing practices and principles and applicable governmental audit standards. All information provided by Seller or Seller’s Subcontractors pursuant to this Section 11.6 shall be subject to the provisions of Section 14.21. If Seller utilizes or is subject to Federal Acquisition Regulation, Part 30 and 31, et - 111 -
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seq. accounting procedures, or a portion thereof, examinations and audits shall utilize such information. To the extent that an Authorized Auditor’s - 112 -
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examination or audit reveals inaccurate, incomplete or non-current records, or records are unavailable, the records shall be considered defective. Consistent with standard auditing procedures, Seller shall be provided fifteen (15) days to review an Authorized Auditor’s examination results or audit and respond to Buyer prior to the examination’s or audit’s finalization and public release. If an Authorized Auditor’s examination or audit indicates Seller has been overpaid under a previous payment application, the identified overpayment amount shall be paid by Seller to Buyer within fifteen (15) days after notice to Seller of the identified overpayment. If an Authorized Auditor’s examination or audit reveals that Buyer’s overpayment to Seller is more than five percent (5.0%) of the billings reviewed, Seller shall pay all expenses and costs incurred by the Authorized Auditors arising out of or related to the examination or audit, which examination or audit expenses and costs shall be paid by Seller to Buyers within fifteen (15) days after notice to Seller. Seller shall use commercially reasonable efforts to contractually require all Subcontractors performing services under this Agreement to comply with the provisions of this Section 11.6 by inserting this Section 11.6 into each Subcontract. Notwithstanding the foregoing, Buyer shall not be permitted to audit and access the documents and other materials described in Section 6.1(b)(iv)(1) and Appendix A-1, Section B(6), except in each case as set forth in such section.

Section 11.7 Electric Metering Devices.
(a) The PV Delivered Energy made available to Buyer by Seller under this Agreement shall be measured using a CAISO-approved and CAISO-polled revenue-quality Electric Metering Device (in compliance with the CAISO Tariff and relevant protocols and is dedicated exclusively to the Facility) procured, installed, owned and maintained by Seller at the PV System and the Point of Delivery, and the BESS Metered Input and BESS Metered Output shall be measured using CAISO-approved and CAISO-polled revenue-quality Electric Metering Devices (in compliance with the CAISO Tariff and relevant protocols and dedicated exclusively to the Facility) procured, installed, owned and maintained by Seller at the BESS and the Point of Delivery, in each case, as depicted in the metering diagram attached to this Agreement as Appendix O. All such Electric Metering Devices used to provide data for the computation of payments shall be sealed and Seller shall only break the seal when such Electric Metering Devices are to be inspected and tested or adjusted in accordance with this Section 11.7. Seller shall arrange and bear all costs associated with the installation of the Electric Metering Devices needed for the registration, recording and transmission of information regarding the Delivered Energy. Seller shall provide Buyer (including any of the Participating Members) with a live data metering connection that may be accessed using either (i) the Inter-Control Center Communications Protocol (“ICCP”) as defined by the International Electrotechnical Commission or (ii) Distributed Network Protocol (“DNP3”), based on the standards of the International Electrotechnical Commission, to enable the exchange of real-time and historical power system monitoring and control data, including measured values and accounting data. In addition to providing Buyer with its meter data, Seller shall support Buyer’s efforts to obtain read-only access to CAISO meter data applicable to the Facility and all inspection, testing and calibration data and reports from the CAISO. If the CAISO makes any adjustment to any CAISO meter data for a given time period, Seller agrees that it shall submit revised Monthly invoices, pursuant to this ARTICLE XI covering the entire applicable time period in order to fully conform such adjustments to the meter data. Seller shall submit any revised - 113 -
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invoices no later than thirty (30) days after the date on which the CAISO provides Seller with binding adjustments to the meter data.
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(b) Seller or its Authorized Representative, at no expense to Buyer, shall inspect and test all Electric Metering Devices upon installation and at least annually thereafter. Seller shall provide Buyer with reasonable advance notice of, and permit representatives of Buyer to witness and verify, such inspections and tests. Upon request by Buyer or Buyer’s Authorized Representative, Seller or its Authorized Representative shall perform additional inspections or tests of any Electric Metering Device and shall permit a qualified representative of Buyer to inspect or witness the testing of any Electric Metering Device. The actual expense of any such requested additional inspection or testing shall be borne by Seller. Seller shall provide copies of any inspection or testing reports to Buyer.
(c) If an Electric Metering Device fails to register, or if the measurement made by an Electric Metering Device is found upon testing to be inaccurate by more than plus or minus one percent (+/- 1.0%), an adjustment shall be made correcting all measurements made by the inaccurate or defective Electric Metering Device for both the amount of the inaccuracy and the period of the inaccuracy, such adjustment to be made by the Scheduling Coordinator. The adjustment period shall be determined as far as can be reasonably ascertained by Buyer or Buyer’s Authorized Representative from the best available data, subject to review and approval by Seller (such approval not to be unreasonably withheld). If the period of the inaccuracy cannot be ascertained reasonably, any such adjustment shall be for a period equal to one third of the time elapsed since the preceding test of the applicable Electric Metering Devices. To the extent that the adjustment period covers a period of deliveries for which payment has already been made by Buyer, Buyer shall use the corrected measurements as determined in accordance with this Section 11.7 to recompute the amount due for the period of the inaccuracy and shall subtract the previous payments by Buyer for this period from such recomputed amount. If the difference is a positive number, the difference shall be paid by Buyer to Seller; if the difference is a negative number, that difference shall be paid by Seller to Buyer, or at the direction of Buyer, may take the form of an offset to payments due to Seller from Buyer. Payment of such difference by the owing Party shall be made not later than thirty (30) days after the owing Party receives notice of the amount due, unless Buyer elects payment via an offset.
(d) Commencing on the first date on which Startup and Test Energy is produced by the Facility, and continuing throughout the Delivery Term, Seller shall provide to Buyer read only access to all Electric Metering Devices installed, owned and operated by Seller that are used to measure PV Delivered Energy, BESS Metered Input, and BESS Metered Output; provided, that the information produced by the Electric Metering Devices shall be subject to verification by a third party QRE.

Section 11.8 Taxes. Seller shall be responsible for and shall pay, before the due dates therefor, any and all federal, state, and local Taxes incurred by it as a result of entering into this Agreement and all Taxes imposed or assessed with respect to the Facility, the Site or any other assets of Seller, the Products or the transaction arising before or at the Point of Delivery. Buyer shall pay or cause to be paid all Taxes on or with respect to the Products or the transaction from (but excluding) the Point of Delivery to such Buyer. If Seller is required by a Requirement of Law to remit or pay Taxes that are the responsibility of Buyer hereunder, Buyer shall promptly reimburse Seller for such Taxes. If Buyer is required by Requirement of Law to remit or pay Taxes - 115 -
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that are Seller’s responsibility hereunder, Buyer may deduct such amounts from payments to Seller hereunder; if Buyer elects not to deduct such amounts from Seller’s payments, Seller shall - 116 -
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promptly reimburse Buyer for such amounts upon request. Nothing shall obligate or cause a Party to pay or be liable to pay any Taxes for which it is exempt under law. A Party that is exempt at any time and for any reason from one or more Taxes shall bear the risk that such exemption shall be lost or the benefit of such execution be reduced.

ARTICLE XII REPRESENTATIONS,

WARRANTIES AND COVENANTS
Section 12.1 Representations and Warranties of Buyer. Buyer makes the following representations and warranties to Seller as of the Effective Date:
(a) Buyer is a validly existing California joint powers authority, and has the legal power and authority to own its properties, to carry on its business as now being conducted and to enter into this Agreement, and to carry out the transactions contemplated hereby, and to perform and carry out all covenants and obligations on its part to be performed under and pursuant to this Agreement.
(b) Except for the approvals required to be obtained as set forth in Section 2.5, the execution, delivery and performance by Buyer of this Agreement (i) have been duly authorized by all necessary action, and does not and will not require any consent or approval of such Buyer’s regulatory or governing bodies, other than that which has been obtained; and (ii) does not violate any federal, state, and local law, including the California Government Code and similar laws. (c) This Agreement constitutes the legal, valid and binding obligation of Buyer enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles, regardless of whether such enforceability is considered in a proceeding in equity or at law.

Section 12.2 Representations and Warranties of Seller. Seller makes the following representations and warranties to Buyer as of the Effective Date:
(a) Seller is a limited liability company duly organized, validly existing and in good standing under the laws of its respective state of incorporation or organization and is qualified to do business in the State of California, and has the legal power and authority to own or lease its properties, to carry on its business as now being conducted and to enter into this Agreement, and to carry out the transactions contemplated hereby and thereby and to perform and carry out all covenants and obligations on its part to be performed under and pursuant to this Agreement. (b) Seller has taken all corporate or limited liability company action required to authorize the execution, delivery, and performance of this Agreement, and Seller has delivered to Buyer (i) copies of all resolutions and other documents evidencing such corporate or limited liability company actions, certified by an authorized representative of Seller as being true, correct, and complete, and (ii) an incumbency certificate signed by the secretary of Seller certifying as to the names and signatures of the authorized representatives of Seller. - 117 -
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(c) The execution, delivery and performance by Seller of this Agreement have been duly authorized by all necessary organizational action, and do not require any consent or approval other than those which have already been obtained. (d) The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the fulfillment of and compliance with the provisions of this Agreement, do not materially conflict with or constitute a material breach of or a default under, any of the terms, conditions or provisions of any applicable Requirement of Law, or any organizational documents, agreement, deed of trust, mortgage, loan agreement, other evidence of indebtedness or any other agreement or instrument to which Seller is a party or by which it or any of its property is bound, or result in a breach of or a default under any of the foregoing. (e) This Agreement constitutes the legal, valid and binding obligation of Seller enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles, regardless of whether such enforceability is considered in a proceeding in equity or at law. (f) There is no pending, or to the knowledge of Seller, threatened action or proceeding affecting Seller before any Governmental Authority, which purports to affect the legality, validity or enforceability of this Agreement. (g) Seller is not in violation of any applicable Requirement of Law, which violations, individually or in the aggregate, would reasonably be expected to result in a material adverse effect on the business, assets, operations, condition (financial or otherwise) or prospects of Seller, or the ability of Seller to perform any of its obligations under this Agreement. (h) As of the Effective Date (i) the corporate organizational structure and ownership of Seller and its Upstream Equity Owners up to Seller’s Ultimate Parent is set forth on Schedule 12.2(h), (ii) Seller is a Special Purpose Entity, and (iii) all of the membership interests in Seller are directly owned or controlled by EDF Renewables Development, Inc., a Delaware corporation. The equity interests in each of Seller and each Upstream Equity Owner have been duly issued under and authorized by their respective organizational documents or limited liability company agreements and in accordance with applicable Requirements of Law. (i) Seller has (i) not entered into this Agreement with the actual intent to hinder, delay or defraud any creditor, and (ii) received reasonably equivalent value in exchange for its obligations under this Agreement. No petition in bankruptcy has been filed against Seller (other than petitions that have been dismissed within sixty (60) days after filing), and Seller has never made an assignment for the benefit of creditors or taken advantage of any insolvency act for its benefit as a debtor.
(j) Tax returns and reports of Seller required to be filed by it have been timely filed, and all Taxes shown on such Tax returns to be due and payable and all assessments, fees and other governmental charges upon Seller and upon its properties, assets, income, business and franchises that are due and payable have been paid when due and payable. Seller knows of no - 118 -
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proposed Tax assessment against it that is not being actively contested by it in good faith and by appropriate proceeding.
(k) Seller owns or possesses or will acquire all patents, rights to patents, trademarks, copyrights and licenses necessary for the performance by Seller of its obligations under this Agreement, and Seller’s use thereof does not infringe on the intellectual property rights of third parties.
(l) Seller has not assigned, transferred, conveyed, encumbered, sold or otherwise disposed of the Products except as provided herein. (m) Seller or its EPC Contractor has obtained all Permits (including the CEQA Determinations) required or to be obtained by Seller (or permitted to be obtained for Seller by the EPC Contractor) for the construction, operation, and maintenance of the Facility in accordance with the Requirements and the performance of Seller’s obligations hereunder, or such Permits are reasonably expected to be timely obtained in the ordinary course of business. (n) To its knowledge, the Facility (i) is not in an “energy community” (as defined in Section 45(b)(11)(B) of the Code).

Section 12.3 Covenants of Seller Related to Site Control Documents. (a) Seller shall at all times maintain Site Control.
(b) Upon Buyer’s request, Seller shall provide copies of the Site Control Documents to Buyer, which may be redacted for Seller proprietary or confidential information. (c) Throughout the Agreement Term, Seller shall notify Buyer of the institution of any proceeding for the condemnation or other taking of the Facility or any portion thereof (as applicable, a “Taking”), including the occurrence of any hearing associated therewith. Buyer may participate in any such proceeding and Seller shall deliver to Buyer all instruments necessary or required by Buyer to permit such participation. Subject to the consent of the Facility Lender, upon any condemnation of the Facility or any portion thereof, Seller shall diligently repair, replace or reconstruct the Facility or portion thereof so condemned. Subject to the consent of the Facility Lender, all awards and compensation for the Taking or purchase in lieu of condemnation of the Facility or any portion thereof shall be applied toward the repair, restoration, reconstruction or replacement of the Facility.

Section 12.4 [Reserved].

Section 12.5 Additional Covenants of Seller.
(a) Material Adverse Effect. In the event of a material adverse effect on the business, assets, operations, condition (financial or otherwise) or prospects of Seller or an event of default by Seller or the operator under the O&M Agreement, Seller shall promptly thereafter notify Buyer. Upon the reasonable request of Buyer, Seller shall, within thirty (30) days after Buyer’s - 119 -
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request, provide Buyer with a plan or report, including the report (at Seller’s sole cost and expense) of a Licensed Professional Engineer with respect to any material change in operations that - 120 -
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demonstrates in detail reasonably acceptable to Buyer, that the applicable event or occurrence has been mitigated or cured, or will be mitigated or cured within a reasonable period or within the cure periods provided therefor (and listing, in detail, the actions that Seller has taken, is taking, or proposes to take with respect to such condition or event), or that such event or occurrence will not have a material adverse effect on the performance of Seller under this Agreement. A failure to provide such plan or report within thirty (30) days, or to diligently undertake any of the actions set forth under such plan or report, will be deemed a failure by Seller to perform under Section 13.1(b). (b) Special Purpose Entity. Seller shall remain at all times throughout the Agreement Term a Special Purpose Entity.
(c) Facility Debt to Cost Ratio. Seller shall not, at any time following the Commercial Operation Date, incur or permit Facility Debt in an amount that, in the aggregate as of the date it is incurred, exceeds seventy percent (70%) of the Facility Cost. (d) Sale Leaseback Financing.
(i) Seller shall provide Buyer with at least one hundred twenty (120) days’ prior written notice of the consummation of a Sale Leaseback Financing, which notice shall include (A) introductory and contact information about and for any potential Sale Leaseback Lessors and (B) a summary of the provisions related to such Sale Leaseback Financing. Such notice shall be in addition to, and not in lieu of, any notice required under Section 14.7. (ii) In the event of a Sale Leaseback Financing, promptly after closing thereof, Seller shall provide Buyer true and correct copies of all agreements with the Sale Leaseback Lessor (with confidential terms redacted).
(iii) It shall be a Default (which shall be subject to cure only if such Default is reasonably capable of being promptly and completely cured by Seller, and if not capable of being promptly and completely cured by Seller, shall be an immediate Default without opportunity to cure hereunder) should Seller enter into a Sale Leaseback Financing unless the Sale Leaseback Lessor or Sale Leaseback Lessors thereunder and Seller shall have concurrently entered into an agreement with Buyer providing for (A) substantially the terms set forth in Appendix N, and (B) estoppel certificate(s) from such Sale Leaseback Lessor or Sale Leaseback Lessors certifying that this Agreement remains in full force and effect and binding on Seller and that each agreement providing for Seller’s rights in and to the Site remains in full force and effect and binding on the third parties thereto.
(iv) Seller shall deliver, or cause to be delivered, copies of all resolutions and other documents evidencing the actions taken to approve, execute and deliver such Sale Leaseback Financing agreements and any the documents required in Section 12.5(d), in each case certified by an authorized representative of Seller as being true, correct and complete, and an incumbency certificate signed by the secretary of Seller certifying as to the names and signatures of the authorized representatives of Seller.
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(e) Capacity Attributes. Throughout the Delivery Term, Seller shall use commercially reasonable efforts to maintain FCDS or PCDS, as the case may be, for the BESS from the CAISO.
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ARTICLE XIII
DEFAULT; TERMINATION AND REMEDIES; PERFORMANCE DAMAGE
Section 13.1 Default. Each of the following events or circumstances shall constitute a “Default” by the responsible Party (the “Defaulting Party”):
(a) Payment Default. Failure by a Party to make any payment (except for the payment of Daily Delay Damages) under this Agreement when and as due (other than payments disputed in good faith) that is not cured within twenty (20) days after receipt of notice thereof from the other Party (which amount shall include payment of interest from the due date at the Interest Rate).
(b) Performance Default. Failure by a Party to perform any of its duties or obligations under this Agreement (other than any failure that is separately listed as a Default of Seller under this Section 13.1) that is not cured within thirty (30) days after receipt of notice thereof from the other Party; provided that if such failure cannot be cured within such thirty (30) day period despite reasonable commercial efforts and such failure is not a failure to make a payment when due, such Party shall have up to ninety (90) additional days to cure. (c) Breach of Representation and Warranty. Any representation, warranty, certification or other statement made by a Party in this Agreement, or in the case of Seller, made in a certification delivered pursuant to Section 12.4, is false or inaccurate at the time made and materially and adversely affects Seller’s ability to perform its obligations hereunder; provided that no Default shall exist if such falsity, inaccuracy or material adverse effect is remedied within thirty (30) days after receipt of notice thereof from another Party. (d) Bankruptcy. Bankruptcy of Buyer or Seller.
(e) Performance Security Failure. (i) The failure of Seller to furnish Performance Security by the times set forth in Section 5.7(a) and Section 5.7(b) or the failure of Seller to maintain or replace the Performance Security in compliance with Section 5.7; (ii) the failure of any of the Performance Security to be in full force and effect in accordance with Section

5.7; or (iii) the issuer of any Performance Security provided by Seller hereunder contests the validity or enforceability of the Performance Security, the letter of credit provider denies that it has any liability in respect of any Performance Security, or the letter of credit provider fails to honor a draw request properly made and tendered under this Agreement and such Performance Security is not replaced and such Performance Security is not replaced in compliance with Section 5.7, which in the case of any of the foregoing parts (i) and (ii), is not remedied within five (5) Business Days after such occurrence, and in the case of the foregoing part (iii) is not remedied within five (5) Business Days after Seller becomes aware of such occurrence. (f) Insurance Default. The failure of Seller to maintain and provide acceptable evidence of the required Insurance for the required period of coverage as set forth in Appendix F that is not cured within five (5) Business Days after receipt of notice of such failure from Buyer.
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(g) Fundamental Change. Except as permitted by Section 14.7, (i) a Party makes an assignment of its rights or delegation of its obligations under this Agreement, or (ii) a Change in Control occurs.
(h) [Reserved]
(i) Casualty. Seller fails to meet its obligations under Section 14.19(b) and does not cure such failure within fifteen (15) Business Days after receipt of notice of such failure from Buyer.
(j) Construction Start Milestone. (i) Seller fails to achieve the Construction Start Milestone on or before the date that is one hundred eighty (180) days after the Milestone Date for the Construction Start Milestone and (ii) Buyer elects not to allow Seller to continue to pay Daily Delay Damages to Buyer pursuant to Section 3.5(b)(ii). (k) Commercial Operation Date. Seller fails to achieve Commercial Operation on or before the Commercial Operation Date Deadline. (l) Shortfall Energy Termination Default. The failure of the Facility during any two (2) consecutive Contract Years to deliver the sum of PV Delivered Energy plus Deemed Generated Energy in an amount that, on average, equals at least seventy-five percent (75%) of the Annual Contract Quantity applicable for such two (2) consecutive Contract Years. (m) BESS Defaults. A BESS performance failure as set forth in Section 9.6(c)(i) or Section 9.6(c)(ii).

Section 13.2 Default Remedy.
(a) If Buyer is in Default for nonpayment, subject to any duty or obligation under this Agreement, Seller may, at its sole option, (i) suspend performance hereunder, (ii) terminate this Agreement in accordance with Section 13.4, or (iii) continue to provide services pursuant to its obligations under this Agreement; provided that nothing in this Section 13.2(a) shall affect Seller’s rights and remedies set forth in this Section 13.2. Seller’s continued service to Buyer shall not act to relieve Buyer of any of its duties or obligations under this Agreement. (b) Notwithstanding any other provision herein, if any Default has occurred and is continuing, the affected Party may, whether or not the dispute resolution procedure set forth in Section 14.3 has been invoked or completed, bring an action in any court of competent jurisdiction as set forth in Section 14.3 seeking injunctive relief in accordance with applicable rules of civil procedure.
(c) Except as expressly limited by this Agreement, if a Default has occurred and is continuing and Buyer is the Defaulting Party, Seller may without further notice exercise any rights and remedies provided herein or otherwise available at law or in equity including a termination of this Agreement pursuant to Section 13.4. No failure of Seller to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof, nor - 124 -
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shall any single or partial exercise by Seller of any other right, remedy or power hereunder preclude any other or future exercise of any right, remedy or power. - 125 -
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(d) Except as expressly limited by this Agreement, if a Default has occurred and is continuing and Seller is the Defaulting Party, Buyer may without further notice exercise any rights and remedies provided for herein, or otherwise available at law or equity, including (i) application of all amounts available under the Performance Security against any amounts then payable by Seller to Buyer under this Agreement and (ii) termination of this Agreement pursuant to Section 13.4. No failure of Buyer to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by Buyer of any right, remedy or power hereunder preclude any other or future exercise of any right, remedy or power by Buyer.

Section 13.3 Cure Rights of Facility Lender. Buyer shall provide such consents to assignment, substantially in the form attached as Appendix P, subject to modification as may be reasonably requested by Seller or any Facility Lender (other than a Tax Equity Investor) and agreed by Buyer after reasonable consideration, which shall comply with the applicable terms and conditions of this Agreement (such consent, the “Consent and Agreement”). The Consent and Agreement shall provide the Facility Lender, as applicable, or its agent notice of the occurrence of any Default described in Section 13.1 and the opportunity to cure any such default to the extent Seller has an opportunity hereunder to cure such default. Seller shall promptly repay Buyer for any costs or expenses incurred by Buyer in making any such payments or otherwise incurred by Buyer in connection with curing a default by Seller. In addition, Buyer shall, if reasonably requested by a Tax Equity Investor, provide a written consent providing such Tax Equity Investor with the right, but not the obligation, at any time, to pay any or all amounts due from Seller to Buyer hereunder, and to do any other act or thing required of Seller, in each case to cure any default of Seller under this Agreement in a manner that is consistent with the applicable terms and conditions of this Agreement, and provide a customary estoppel certificate, provided that the terms and conditions of any such consent, or any estoppel certificate, shall have no (and could not reasonably be expected to have any) adverse effect on Buyer’s rights under this Agreement, and, except for a reasonable additional cure period for the Tax Equity Investor to cure a default of Seller as set forth in the consent with such Tax Equity Investor, which additional cure period shall be no longer than the cure period afforded the Facility Lender, shall be consistent with the terms and conditions of this Agreement. Seller shall pay Buyer for the reasonable costs and expenses, including reasonable attorneys’ fees, incurred by Buyer in the negotiation of the documents Buyer is required to deliver hereunder.

Section 13.4 Termination for Default.
(a) If a Default occurs, the Party that is not the Defaulting Party (the “NonDefaulting Party”) may, for so long as the Default is continuing and, to the extent permitted by applicable law, without limiting any other rights or remedies available to the Non-Defaulting Party under this Agreement, by notice by it (“Termination Notice”) to the Defaulting Party (i) establish a date (which shall be no earlier than the date of such notice and no later than twenty (20) days after the date of such notice) (“Early Termination Date”) on which this Agreement shall terminate, and (ii) withhold any payments due in respect of this Agreement; provided, upon the occurrence of any Default of the type described in Section 13.1(d), this Agreement shall automatically terminate, without notice or other action by either Party as if an Early Termination Date had been declared immediately prior to such event.
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(b) If an Early Termination Date has been designated, the Non-Defaulting Party shall calculate in a commercially reasonable manner its Gains, Losses and Costs resulting from the termination of this Agreement and the resulting Termination Payment. The Gains, Losses and Costs relating to the Products that would have been required to be delivered under this Agreement had it not been terminated shall be determined by comparing the amounts Buyer would have paid for the Products under this Agreement to the equivalent quantities and relevant market prices, either quoted by one or more bona fide third party offers, or which are reasonably expected by the NonDefaulting Party to be available in the market under a replacement contract for this Agreement covering the same products and having a term equal to the Remaining Term at the date of the Termination Notice, adjusted to account for differences in transmission, if any. To ascertain the market prices of a replacement contract, the Non-Defaulting Party may consider, among other valuations, quotations from dealers in Energy contracts and bona fide third party offers. The NonDefaulting Party shall not be required to enter into any such replacement agreement in order to determine its Gains, Losses and Costs or the Termination Payment. (c) For purposes of the Non-Defaulting Party’s determination of its Gains, Losses and Costs and the Termination Payment, it shall be assumed, regardless of the facts, that Seller would have sold, and Buyer would have purchased, each day during the Remaining Term (i) PV Delivered Energy in an amount equal to the Assumed Daily Deliveries, (ii) the Environmental Attributes associated therewith, (iii) all Capacity Rights and (iv) the full BESS Contract Capacity. The “Assumed Daily Deliveries” shall be an amount equal to the greater of (A) the quotient of the Guaranteed Delivered Energy divided by the number of days in the applicable Contract Year, and (B) the average daily amount of PV Delivered Energy during the Delivery Term, if any.
(d) The Non-Defaulting Party shall notify the Defaulting Party of the Termination Payment, which notice shall include a written statement explaining in reasonable detail the calculation of such amount. If the Termination Payment is a positive number, the Defaulting Party shall, within ten (10) Business Days after receipt of such notice, pay the Termination Payment to the Non-Defaulting Party, together with interest accrued at the Interest Rate from the Early Termination Date until paid.
(e) If the Defaulting Party disagrees with the calculation of the Termination Payment and the Parties cannot otherwise resolve their differences, the calculation of the Termination Payment shall be submitted to the dispute resolution process provided in Section 14.3.

Following resolution of the dispute, the Defaulting Party shall pay the full amount of the Termination Payment (if any) as determined by such resolution as and when required, but no later than thirty (30) days following the date of such resolution, together with all interest, at the Interest Rate, that accrued from the Early Termination Date until the date the Termination Payment is paid. (f) For purposes of this Agreement:
(i) “Gains” means, with respect to a Party, an amount equal to the present value of the economic benefit (exclusive of Costs), if any, resulting from the termination of its obligations under this Agreement, determined in a commercially reasonable manner; - 127 -
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(ii) “Losses” means, with respect to a Party, an amount equal to the present value of the economic loss (exclusive of Costs), if any, resulting from the termination of its obligations under this Agreement, determined in a commercially reasonable manner; (iii) “Costs” means, with respect to a Party, brokerage fees, commissions and other similar transaction costs and expenses reasonably incurred in terminating any arrangement pursuant to which it has hedged its obligations or in entering into new arrangements which replace this Agreement, excluding attorneys’ fees, if any, incurred in connection with enforcing its rights under this Agreement. Each Party shall use reasonable efforts to mitigate or eliminate its Costs. (iv) In no event shall a Party’s Gains, Losses or Costs include any penalties or similar charges imposed by the Non-Defaulting Party.
(v) The Present Value Rate shall be used as the discount rate in all present value calculations required to determine Gains, Losses and Costs. (g) At the time for payment of any amount due under this Section 13.4, each Party shall pay to the other Party, all additional amounts, if any, payable by it under this Agreement (including any amounts withheld pursuant to Section 13.4(a)).

ARTICLE XIV

MISCELLANEOUS
Section 14.1 Authorized Representative. Each Party shall designate an authorized representative who shall be authorized to act on its behalf with respect to those matters contained herein (each an “Authorized Representative”), which shall be the functions and responsibilities of such Authorized Representatives. Each Party may also designate an alternate who may act for the Authorized Representative. Within thirty (30) days after execution of this Agreement, each Party shall notify the other Party of the identity of its Authorized Representative, and alternates if designated, and shall promptly notify the other Party of any subsequent changes in such designation. The Authorized Representatives shall have no authority to alter, modify, or delete any of the provisions of this Agreement. To the extent that an Authorized Representative’s contact information is not provided in Appendix J, at the time a Party designates such Authorized Representative, such Party shall concurrently provide written notice to the other Party of such Authorized Representative’s contact information.

Section 14.2 Notices. All notices, requests, demands, consents, waivers and other communications which are required under this Agreement shall be in writing and shall be deemed properly sent if delivered in person, reliable overnight courier, or sent by registered or certified mail, postage prepaid to the persons specified in Appendix J. The Parties may update Appendix J, from time to time, to designate another person, address or office to which notices shall be delivered by delivering notice to the other Parties in accordance with this Agreement. In addition to the foregoing, the Parties may agree in writing at any time to deliver notices, requests, demands, consents, waivers and other communications through alternate methods, such as electronic mail.
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Section 14.3 Dispute Resolution.
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(a) In the event of any claim, controversy or dispute between the Parties arising out of or relating to or in connection with this Agreement (including any dispute concerning the validity of this Agreement or the scope and interpretation of this Section 14.3) (a “Dispute”), either Party (the “Notifying Party”) may deliver to the other Party (the “Recipient Party”) notice of the Dispute with a detailed description of the underlying circumstances of such Dispute (a “Dispute Notice”). The Dispute Notice shall include a schedule of the availability of the Notifying Party’s senior officers (having a title of senior vice president (or its equivalent) or higher) duly authorized to settle the Dispute during the thirty (30) day period following the delivery of the Dispute Notice. (b) The Recipient Party shall, within five (5) Business Days following receipt of the Dispute Notice, provide to the Notifying Party a parallel schedule of availability of the Recipient Party’s senior officers (having a title of senior vice president (or its equivalent) or higher) duly authorized to settle the Dispute. Following delivery of the respective senior officers’ schedules of availability, the senior officers of the Parties shall meet and confer as often as they deem reasonably necessary during the remainder of the thirty (30) day period in good faith negotiations to resolve the Dispute to the satisfaction of each Party. (c) In the event a Dispute is not resolved pursuant to the procedures set forth in Section 14.3(a) and Section 14.3(b) by the expiration of the thirty (30) day period set forth in Section 14.3(a), then a Party may pursue any legal remedy available to it in accordance with the provisions of Section 14.12 and Section 14.13 of this Agreement. (d) In addition to the Dispute resolution process set forth in this Section 14.3, the Parties shall comply with California law governing claims against public entities and presentment of such claims.

Section 14.4 Further Assurances; Change in Electric Market Design. (a) Each Party agrees to execute and deliver all further instruments and documents, and take all further actions not inconsistent with the provisions of this Agreement that may be reasonably necessary to effectuate the purposes and intent of this Agreement. (b) If a change in the CAISO Tariff renders this Agreement or any provisions hereof incapable of being performed or administered, then either Party may request that Buyer and Seller enter into negotiations to make the minimum changes to this Agreement necessary to make this Agreement capable of being performed and administered, while attempting to preserve to the maximum extent possible the benefits, burdens, and obligations set forth in this Agreement as of the Effective Date. Upon delivery of such a request, Buyer and Seller shall engage in such negotiations in good faith. If Buyer and Seller are unable, within sixty (60) days after delivery of such request, to agree upon changes to this Agreement or to resolve issues relating to changes to this Agreement, then either Party may submit issues pertaining to changes to this Agreement to the Dispute resolution process set forth in Section 14.3. Notwithstanding the foregoing, a change in cost shall not in and of itself be deemed to render this Agreement or any of the provisions hereof incapable of being performed or administered, or constitute, or form the basis of, a Force Majeure. - 130 -
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Section 14.5 No Dedication of Facilities. Any undertaking by one Party to the other Party under any provisions of this Agreement shall not constitute the dedication of the Facility or any portion thereof of either Party to the public or to the other Party or any other Person, and it is understood and agreed that any such undertaking by either Party shall cease upon the termination of such Party’s obligations under this Agreement.

Section 14.6 Force Majeure.
(a) A Party shall not be considered to be in default in the performance of any of its obligations under this Agreement (other than the obligations of a Party to make payment of amounts due under this Agreement) when and to the extent such Party’s performance is prevented by a Force Majeure that, despite the exercise of due diligence, such Party is unable to prevent or mitigate, provided the Party has given a written detailed description of the full particulars of the Force Majeure to the other Party reasonably promptly after becoming aware of the impact of such Force Majeure event on the performance of Seller’s obligations hereunder (and in any event within fourteen (14) days after becoming aware of the impact of the claimed Force Majeure event) (the “Force Majeure Notice”), which notice shall include information with respect to the nature, cause and date and time of commencement of such event, and the anticipated scope and duration of the delay. The Party providing such Force Majeure Notice shall be excused from fulfilling its obligations under this Agreement until such time as the Force Majeure has ceased to prevent performance, at which time such Party shall promptly notify the other Party of the resumption of its obligations under this Agreement. If Seller is unable to deliver PV Delivered Energy due to a Force Majeure, then Buyer shall have no obligation to pay Seller for PV Delivered Energy not delivered or received by reason thereof. It is understood by the Parties that, subject to the provisions of Section 7.4, the foregoing provisions shall not excuse either Party’s obligation to make payments to one another up to the time that Seller ceases deliveries of PV Delivered Energy, arising prior to the occurrence of any Force Majeure event. In no event shall Buyer or Seller be obligated to compensate the other Party or any other Person for any losses, expenses or liabilities that the other Party or such other Person may sustain as a consequence of any Force Majeure. (b) The term “Force Majeure” means any event, circumstance or condition that (i) prevents one Party from performing any of its obligations under this Agreement, (ii) is not within the reasonable control of, or the result of negligence, willful misconduct, breach of contract, intentional act or omission or wrongdoing on the part of the affected Party (or any subcontractor or Affiliate of that Party, or any Person under the control of that Party or any of its subcontractors or Affiliates, or any Person for whose acts such subcontractor or Affiliate is responsible), and (iii) by the exercise of due diligence the affected Party is unable to overcome or avoid or cause to be avoided; provided, nothing in clause (iii) above shall be construed so as to require a Party to accede or agree to any provision not satisfactory to it in order to settle and terminate a strike or labor dispute in which it may be involved; and subject to satisfying the foregoing requirements, Force Majeure may include any act of God (including fire, flood, earthquake, extremely severe storm, lightning strike, tornado, volcanic eruption, hurricane or other natural disaster), labor disturbance, strike or lockout of a national scope, epidemic or pandemic, act of the public enemy, war, insurrection, riot, explosion, terrorist activities or any order, regulation or restriction imposed by governmental, military or lawfully established civilian authorities. Notwithstanding the - 131 -
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foregoing, the conditions existing as of the date of this Agreement due to the COVID-19 pandemic shall not be considered a Force Majeure, but any subsequent material government restrictions that - 132 -
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materially impact a Party’s obligations under this Agreement due to a worsening or resurgence of the COVID-19 pandemic may be considered a Force Majeure. Any Party rendered unable to fulfill any of its obligations by reason of a Force Majeure shall exercise due diligence to remove such inability with reasonable dispatch within a reasonable time period and mitigate the effects of the Force Majeure. The relief from performance shall be of no greater scope and of no longer duration than is required by the Force Majeure. Without limiting the generality of the foregoing, a Force Majeure does not include any of the following (each an “Unexcused Cause”): (1) any requirement to comply with a RPS Law or any change (whether voluntary or mandatory) in any RPS Law, or other Change in Law, that may affect the value of the Products; (2) events arising from the failure by Seller to construct, operate or maintain the Facility in accordance with this Agreement except to the extent such event is caused by a Force Majeure; (3) any increase of any kind in any cost; (4) delays in or inability of a Party to obtain financing or other economic hardship of any kind, or any reduction in profit associated with the performance of a Party’s obligations under this Agreement; (5) Seller’s ability to enter into a contract to sell PV System Energy at a more favorable price or Buyer’s ability to purchase the Product or any part thereof at a price lower than that provided in this Agreement; (6) curtailment or other interruption of any Transmission Service except to the extent such interruption is caused by a Force Majeure; (7) failure of third parties to provide goods or services essential to a Party’s performance except to the extent such failure is caused by a Force Majeure; (8) Facility or equipment failure of any kind except to the extent such failure is caused by a Force Majeure; or (9) any inability or failure to pay, or any changes in the financial condition of Buyer, Seller, the Facility Lender or any subcontractor or supplier affecting the affected Party’s ability to perform its obligations under this Agreement. (c) Following the Commercial Operation Date, Buyer may terminate this Agreement if (i) a Force Majeure event occurs that diminishes the production of the PV System by more than fifty percent (50%) of the PV Contract Capacity or the capacity of the BESS by more than fifty percent (50%) of the BESS Contract Capacity for a period of eighteen (18) consecutive months, or (ii) the Facility is rendered inoperable and an independent engineer that is mutually acceptable to both Parties determines that the Facility cannot be repaired or replaced within a period not to exceed twenty-four (24) months following the date of the occurrence of the Force Majeure event.
(d) Any termination of this Agreement under Section 14.6(c) shall be “nofault” and neither Party shall have any liability or obligation to the other Party arising out of such termination. Notwithstanding the foregoing, upon any such termination, each Party shall pay the other Party for any and all amounts hereunder that may be owing, including Seller’s obligation to make payments to Buyer for any existing Shortfall Energy, or other outstanding payments due in the ordinary course that occurred prior to the termination. Buyer shall return to Seller the Performance Security (less any amounts drawn by Buyer in accordance with this Agreement). The exercise by Buyer of its right to terminate the Agreement shall not render Buyer or Seller liable for any losses or damages incurred by the other Party whatsoever.

Section 14.7 Assignment of Agreement.
(a) Buyer may from time to time and at any time assign any or all of its rights, - 133 -
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and delegate any or all of its obligations, under this Agreement in whole or in part without the consent of Seller to a Qualified Buyer Assignee. Buyer shall provide Seller with thirty (30) days’ - 134 -
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prior notice of any such assignment or delegation. 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 Buyer under this Agreement, thereby relieving the assignor Buyer from its duties and obligations hereunder and thereunder.
(b) Except as set forth in this Section 14.7, Seller shall not assign any of its rights, or delegate any of its obligations, in or under this Agreement, without the prior written consent of Buyer, such consent not to be unreasonably withheld, conditioned, or delayed beyond the time period necessary for the internal review and approval process of Buyer. Any purported assignment or delegation in violation of this provision shall be null and void and of no force or effect.
(c) Seller may, without the prior written consent of Buyer, transfer or assign this Agreement if (A) the assignee is an Affiliate of Seller; (B) the Project Development Security, or the Delivery Term Security, as applicable, is maintained in full force and effect or replaced in a accordance with the terms of this Agreement; (C) Seller has given Buyer notice at least fifteen (15) Business Days before the date of such proposed assignment; (D) Seller has provided Buyer a written agreement or certificate signed by the Affiliate to which Seller wishes to assign its interests that provides that such Affiliate will assume all of Seller’s obligations and liabilities under this Agreement upon such transfer or assignment; and (E) such transfer or assignment is not in violation of applicable law.
(d) Buyer’s consent shall not be required in connection with the collateral assignment or pledge of this Agreement for the sole purpose of financing this Facility to any Facility Lender or the assignment of this Agreement to a Tax Equity Investor in connection with a Tax Equity Financing; provided, however, that (1) in connection with any such assignment or pledge and the exercise of remedies by any Facility Lender, the Facility Lender acknowledges and agrees to be bound by the requirement that the Facility be operated and maintained by a Qualified Operator and (2) in the event of any foreclosure, whether judicial or nonjudicial, or any deed in lieu of foreclosure, in connection with any deed of trust, mortgage, or other similar Lien, Facility Lender shall be bound by the covenants and agreements of Seller in this Agreement. Seller shall provide Buyer with ninety (90) days’ prior notice of any such collateral assignment or pledge.

Notwithstanding the foregoing or anything else expressed or implied herein to the contrary, Seller shall not assign, transfer, convey, encumber, sell or otherwise dispose of all or any portion of the Products (not including the proceeds thereof) to any Facility Lender; provided that nothing herein shall limit Seller’s right to encumber revenues earned from the sale of all or any portion of the Products, including Replacement Product.
(e) Seller shall provide (i) at least sixty (60) days’ written notice to Buyer prior to the occurrence of any Change in Control pursuant to Section 14.7(f) or (ii) at least ninety (90) days’ written notice to Buyer prior to the occurrence of any Tax Equity Financing.

Concurrently with such notice, Seller shall provide Buyer with a then-current chart of the corporate organizational structure and ownership of Seller and a post-Change in Control or post-Tax Equity Financing, as applicable, chart of the corporate organizational structure and ownership of Seller. In - 135 -
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addition, following any permitted Change in Control, Seller and Buyer shall update the definition of Seller’s Ultimate Parent by updating Schedule 12.2(h) of this Agreement. - 136 -
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(f) A Change in Control is permitted if (i) Buyer has given prior written consent to the transaction or transactions constituting the Change in Control, such consent not to be unreasonably withheld, conditioned or delayed and (ii) concurrently with the transaction or transactions constituting the Change in Control, if there is a successor entity to Seller, such successor entity executes a written assumption agreement in favor of Buyer pursuant to which such successor entity shall assume all of the obligations of Seller under this Agreement, and agree to be bound by all the terms and conditions of this Agreement. In connection with any Change in Control in which Seller remains party to this Agreement, at Buyer’s request, Seller shall deliver an estoppel certificate to Buyer confirming that this Agreement remains in full force and effect. (g) Except for a sale or transfer of the Facility by a Facility Lender as contemplated by Section 14.7(h), Seller shall not sell or transfer the Facility to any Person other than a Person to whom Seller assigns this Agreement in accordance with this Section 14.7, without the prior written consent of Buyer, other than a Sale Leaseback Financing (for which notice is required), without the prior written consent of Buyer; provided, that any such sale or transfer shall be in compliance with the provisions of Section 12.5(d). Any purported sale or transfer in violation of this Section 14.7(g) shall be null and void and of no force or effect. A Change in Control shall not be deemed a sale or transfer of the Facility.
(h) In no event shall Buyer be liable to any Facility Lender for any claims, losses, expenses or damages whatsoever other than liability a Buyer may have to Seller under this Agreement. In the event of any foreclosure, whether judicial or nonjudicial, or any deed in lieu of foreclosure, in connection with any deed of trust, mortgage, or other similar Lien, Facility Lender shall be bound by the covenants and agreements of Seller in this Agreement; provided, however, that until the Person who acquires title to the Facility executes and delivers to Buyer a written assumption of Seller’s obligations under this Agreement in form and substance acceptable to Buyer, such Person shall not be entitled to any of the benefits of this Agreement. Any sale or transfer of all or any portion of the Facility by any Facility Lender in connection with any foreclosure, whether judicial or nonjudicial, or any deed in lieu of foreclosure, in connection with any deed of trust, mortgage or similar Lien on the Facility, shall be made only to an entity that is a Qualified Transferee.
(i) Seller shall reimburse, or shall cause the Facility Lender to reimburse, Buyer for the incremental direct expenses reasonably incurred and documented by Buyer in the preparation, negotiation, execution or delivery of the Consent and Agreement for the Facility Lender and any other documents requested by Seller, the Facility Lender, or any Tax Equity Investor and provided by Buyer, in connection with to this Section 14.7 or any Tax Equity Financing.
(j) Following the Commercial Operation Date, any collateral assignment in connection with a financing or refinancing that causes Facility Debt, in the aggregate, to exceed seventy percent (70%) of the Facility Cost as of the date of the collateral assignment is prohibited.

Section 14.8 Ambiguity. The Parties acknowledge that this Agreement was jointly prepared by them, by and through their respective legal counsel, and any uncertainty or ambiguity existing herein shall not be interpreted against either Party on the basis that the Party - 137 -
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drafted the language, but otherwise shall be interpreted according to the application of the rules on interpretation of contracts.

Section 14.9 Attorneys’ Fees & Costs. Both Parties agree that in any action to enforce the terms of this Agreement that each Party shall be responsible for its own attorneys’ fees and costs. Each of the Parties to this Agreement was represented by its respective legal counsel during the negotiation and execution of this Agreement. Notwithstanding the foregoing, to the extent Buyer incurs legal costs in order to facilitate a Sale Leaseback Financing under Section 12.5(d) or the collateral assignment or pledge of this Agreement under Section 14.7(d), to evaluate whether a Change in Control has occurred, or such other action or review that is at the request of Seller, Seller shall bear Buyer’s reasonable and documented legal costs therefor.

Section 14.10 Voluntary Execution. Both Parties acknowledge that they have read and fully understand the content and effect of this Agreement and that the provisions of this Agreement have been reviewed and approved by their respective counsel. The Parties further acknowledge that they have executed this Agreement voluntarily, subject only to the advice of their own counsel, and do not rely on any promise, inducement, representation or warranty that is not expressly stated herein.

Section 14.11 Entire Agreement; Amendments. This Agreement (including all Appendices and Exhibits) contains the entire understanding concerning the subject matter herein and supersedes and replaces any prior negotiations, discussions or agreements between the Parties, or any of them, concerning that subject matter, whether written or oral, except as expressly provided for herein. This is a fully integrated document. Each Party acknowledges that no other party, representative or agent, has made any promise, representation or warranty, express or implied, that is not expressly contained in this Agreement that induced the other Party to sign this document. This Agreement may be amended or modified only by an instrument in writing signed by each Party.

Section 14.12 Governing Law. This Agreement was made and entered into in the County of Los Angeles, 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.

Section 14.13 Venue. All litigation arising out of, or relating to this Agreement, shall be brought in a state or federal court in the County of Los Angeles in the State of California.

The Parties irrevocably agree to submit to the exclusive jurisdiction of such courts in the State of California and waive any defense of forum non conveniens.

Section 14.14 Execution in Counterparts. This Agreement may be executed in counterparts and upon execution by each signatory, each executed counterpart shall have the same force and effect as an original instrument and as if all signatories had signed the same instrument.

Any signature page of this Agreement may be detached from any counterpart of this Agreement without impairing the legal effect of any signature thereon, and may be attached to another counterpart of this Agreement identical in form hereto by having attached to it one or more signature pages.
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Section 14.15 Effect of Section Headings. Section headings appearing in this Agreement are inserted for convenience only and shall not be construed as interpretations of text.

Section 14.16 Waiver; Available Remedies. The failure of either Party to this Agreement to enforce or insist upon compliance with or strict performance of any of the terms or conditions hereof, or to take advantage of any of its rights hereunder, shall not constitute a waiver or relinquishment of any such terms, conditions or rights, but the same shall be and remain at all times in full force and effect. Except to the extent this Agreement expressly provides an exclusive remedy for a breach, nothing contained herein shall preclude either Party from seeking and obtaining any available remedies hereunder, including recovery of damages caused by the breach of this Agreement and specific performance or injunctive relief, or any other remedy given under this Agreement or now or hereafter existing in law or equity or otherwise. Seller acknowledges that money damages may not be an adequate remedy for violations of this Agreement and that Buyer may, in its sole discretion seek and obtain from a court of competent jurisdiction specific performance or injunctive or such other relief as such court may deem just and proper to enforce this Agreement or to prevent any violation hereof. Seller hereby waives any objection to specific performance or injunctive relief. The rights granted herein are cumulative.

Section 14.17 Relationship of the Parties. This Agreement shall not be interpreted to create an association, joint venture or partnership between the Parties hereto or to impose any partnership obligation or liability upon either Party. Neither Party shall have any right, power or authority to enter into any agreement or undertaking for, or act on behalf of, or to act as an agent or representative of, the other Party.

Section 14.18 Third Party Beneficiaries. The provisions of this Agreement are solely for the benefit of the Parties, and, through Buyer, the Participating Members. Except for the Participating Members, nothing in this Agreement, whether express or implied, shall be construed to give to, or be deemed to create in, any other Person, whether as a third party beneficiary of this Agreement or otherwise, any legal or equitable right, remedy or claim in respect of this Agreement or any covenant, condition, provision, duty, obligation or undertaking contained or established herein. Except as provided herein, this Agreement shall not be construed in any respect to be a contract in whole or in part for the benefit of any Person that is not a party hereto.

Section 14.19 Indemnification; Damage or Destruction; Insurance; Condemnation; Limit of Liability.
(a) Indemnification. Seller undertakes and agrees to indemnify and hold harmless Buyer, Participating Members, and all of their respective commissioners, officers, agents, employees, advisors, and Authorized Representatives and assigns and successors in interest (collectively, “Indemnitees”) and, at the option of Buyer, to defend such Indemnitees from and against any and all suits and causes of action (including proceedings before FERC), claims, charges, damages, demands, judgments, civil fines and penalties, other monetary remedies or losses of any kind or nature whatsoever, for death, bodily injury or personal injury to any person, including Seller’s employees and agents, or third persons, or damage or destruction to any property of either Party or third persons, in any manner arising by reason of any breach of this Agreement by - 139 -
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Seller, any failure of a representation, warranty or guarantee of Seller hereunder to be true in all material respects, the negligent acts, errors, omissions or willful misconduct incident to the - 140 -
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performance of this Agreement on the part of Seller, or any of the Seller’s officers, agents, employees, or subcontractors of any tier, except to the extent caused by the gross negligence or willful misconduct of any such Indemnitee.
(b) Damage or Destruction. Subject to the provisions of Section 14.6, and to the consent of Facility Lender, not to be unreasonably withheld, in the event of any damage or destruction of the Facility or any part thereof, the Facility or such part thereof shall be diligently repaired, replaced or reconstructed by Seller so that the Facility or such part thereof shall be restored to substantially the same general condition and use as existed prior to such damage or destruction, unless a different condition or use is determined by Seller using its reasonable discretion taking into account the economics of repair, replacement, or reconstruction. Proceeds actually received of Insurance with respect to such damage or destruction maintained as provided in this Agreement shall be applied in Seller’s reasonable discretion, subject to the consent of the Facility Lender, not to be unreasonably withheld, to the payment for such repair, replacement or reconstruction of the damage or destruction.
(c) Insurance. Seller shall obtain and maintain the Insurance coverages listed in Appendix F.
(d) [Reserved].
(e) Limitation of Liability. EXCEPT TO THE EXTENT INCLUDED IN

THE DAILY DELAY DAMAGES OR OTHER LIQUIDATED DAMAGES PROVIDED

HEREIN, INDEMNIFICATION OBLIGATIONS RELATED TO THIRD PARTY CLAIMS, OR

OTHER SPECIFIC CHARGES EXPRESSLY PROVIDED FOR HEREIN, IN NO EVENT

SHALL EITHER PARTY OR, IN THE CASE OF BUYER, ITS INDEMNITEES, BE LIABLE

FOR SPECIAL, INCIDENTAL, EXEMPLARY, INDIRECT, PUNITIVE OR

CONSEQUENTIAL DAMAGES, LOST PROFITS OR OTHER COSTS, BUSINESS INTERRUPTION DAMAGES RELATED TO OR ARISING OUT OF A PARTY’S

PERFORMANCE OR NON-PERFORMANCE OF THIS AGREEMENT, WHETHER BASED ON OR CLAIMED UNDER STATUTE, CONTRACT, TORT (INCLUDING SUCH PARTY’S OWN NEGLIGENCE) OR ANY OTHER THEORY OF LIABILITY AT LAW OR IN EQUITY. 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 OF SUCH DAMAGES, INCLUDING THE NEGLIGENCE OF ANY PARTY,

WHETHER SUCH NEGLIGENCE BE SOLE, JOINT, CONTRIBUTORY, CONCURRENT, OR ACTIVE OR PASSIVE. THE PARTIES HEREBY WAIVE ANY RIGHT TO CONTEST SUCH PAYMENTS AS AN UNREASONABLE PENALTY. Notwithstanding any other provision of this Agreement, in no event shall Seller’s liability under or arising out of this Agreement, including its liability to Buyer for any Losses and Costs (including any liquidated damages, termination payments and other amounts), exceed One Hundred and Fifty Dollars ($150)/kW of the PV Contract Capacity or in the aggregate Seventeen Million Five Hundred Fifty Thousand Dollars ($17,550,000), provided, such limitation shall be recalculated to include the BESS Contract Capacity upon determination of the BESS Contract Capacity pursuant to Appendix A-2, during the period from the Effective Date until the Commercial Operation Date (the “Pre-COD Liability Cap”); provided, - 141 -
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however, that such limitations shall not apply to any Losses and Costs arising out of (i) Seller’s obligations under this Agreement to indemnify and hold harmless Buyer for death, - 142 -
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bodily injury, or personal injury to any person or damage or destruction to any property or (ii) the gross negligence of willful misconduct of Seller or any of Seller’s Affiliates or subcontractors. (f) To the extent any damages required to be paid hereunder are liquidated, the Parties acknowledge that the damages are difficult or impossible to determine, and that the liquidated damages constitute a reasonable approximation of the anticipated harm or loss.

Section 14.20 Severability. In the event any of the terms, covenants or conditions of this Agreement, or the application of any such terms, covenants or conditions, shall be held invalid, illegal or unenforceable by any court having jurisdiction, all other terms, covenants and conditions of this Agreement and their application not adversely affected thereby shall remain in force and effect, provided that the remaining valid and enforceable provisions materially retain the essence of the Parties’ original bargain.

Section 14.21 Confidentiality.
(a) Each Party agrees, and shall use reasonable efforts to cause its parent, subsidiary and Affiliates, and its and their respective directors, officers, employees, representatives and agents, as a condition to receiving confidential information hereunder, to keep confidential, except as required by applicable laws: (i) all documents, data, drawings, studies, projections, plans and other written information that relate to economic benefits to, or amounts payable by, either Party under this Agreement, and (ii) documents that are clearly marked “Confidential” at the time a Party shares such information with the other Party (clauses (i) and (ii) above, the “Confidential Information”). The provisions of this Section 14.21 shall survive and shall continue to be binding upon the Parties for a period of one (1) year following the date of termination or expiration of this Agreement. Notwithstanding the foregoing, information shall not be considered Confidential Information which (A) is disclosed with the prior written consent of the originating Party, (B) was in the public domain prior to disclosure or is or becomes publicly known or available other than through the action of the receiving Party in violation of this Agreement, (C) was lawfully in a Party’s possession or acquired by a Party outside of this Agreement, which acquisition was not known by the receiving Party to be in breach of any confidentiality obligation, or (D) is developed independently by a Party based solely on information that is not considered confidential under this Agreement.
(b) Either Party may, without violating this Section 14.21, disclose matters that are made confidential by this Agreement:
(i) to its counsel, accountants, auditors, advisors, other professional consultants, credit rating agencies, actual or prospective, co-owners, investors, purchasers, lenders, underwriters, contractors, suppliers, and others involved in construction, operation, and financing transactions and arrangements for a Party or its subsidiaries or Affiliates; (ii) to Governmental Authorities and parties involved in any proceeding in which either Party is seeking a Permit, certificate, or other regulatory approval or order necessary or appropriate to carry out this Agreement;
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(iii) to Governmental Authorities or the public as required by any applicable Requirement of Law, including oral questions, discovery requests, subpoenas, civil investigations - 144 -
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or similar processes and laws or regulations requiring disclosure of financial information, information material to financial matters, and filing of financial reports; (iv) to WREGIS in accordance with WREGIS Operating Rules; and (v) with respect to Buyer, to any of its respective members from time to time. (c) If a Party is requested or required, pursuant to any applicable law, regulation, order, rule, ruling or other Requirement of Law, discovery request, subpoena, civil investigation or similar process to disclose any of the Confidential Information, such Party shall provide prompt written notice to the other Party of such request or requirement so that at such other Party’s expense, such other Party can seek a protective order or other appropriate remedy concerning such disclosure.
(d) Notwithstanding the foregoing or any other provision of this Agreement, Buyer may record, register, deliver and file all such notices, statements, instruments and other documents as may be necessary or advisable to render fully valid, perfected and enforceable under all applicable law the credit support contemplated by this Agreement, including the Project Development Security, and the Delivery Term Security, and the rights, Liens and priorities of Buyer with respect to such credit support.
(e) Notwithstanding the foregoing or any other provision of this Agreement, Seller acknowledges that Buyer is subject to disclosure as required by the California Public Records Act, Cal. Govt. Code §§ 6250 et seq. (“CPRA”) and the Ralph M. Brown Act, Cal. Govt. Code §§ 54950 et seq. (“Brown Act”). Confidential Information of Seller provided to Buyer pursuant to this Agreement will become the property of Buyer, and Seller acknowledges that Buyer shall not be in breach of this Agreement or have any liability whatsoever under this Agreement or otherwise for any claims or causes of action whatsoever resulting from or arising out of Buyer copying or releasing to a third party any Confidential Information of Seller pursuant to CPRA or Brown Act. (f) Notwithstanding the foregoing or any other provision of this Agreement, Buyer may record, register, deliver and file all such notices, statements, instruments and other documents as may be necessary or advisable to render fully valid, perfected and enforceable under all applicable law the credit support contemplated by this Agreement, and the rights, Liens and priorities of Buyer with respect to such credit support. (g) If Buyer receives a CPRA request for Confidential Information of Seller, and Buyer or Buyer’s Authorized Representative determines that such Confidential Information is subject to disclosure under CPRA, then Buyer shall notify Seller of the request and its intent to disclose the documents. Buyer will comply with the disclosure requirements of the CPRA, including with respect to the release of documents unless Seller timely obtains a court order prohibiting such release. If Seller, at its sole expense, chooses to seek a court order prohibiting the release of Confidential Information pursuant to a CPRA request, then Seller undertakes and agrees to defend, indemnify and hold harmless Buyer and the Indemnitees from and against all suits, claims, and causes of action brought against Buyer or any Indemnitees for Buyer’s refusal to disclose Confidential Information of Seller to any person making a request pursuant to CPRA. - 145 -
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Seller’s indemnity obligations shall include, but are not limited to, all actual costs incurred by Buyer and any Indemnitees, and specifically including costs of experts and consultants, as well as all damages or liability of any nature whatsoever arising out of any suits, claims, and causes of action brought against Buyer or any Indemnitees, through and including any appellate proceedings.