Vernon City Council
July 7, 2026

3.2 Responsibilities of Consultant.

3.2.1 Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee.

Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant’s exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers’ compensation insurance.

3.2.2 Schedule of Services. Consultant shall perform the Services expeditiously, within the term of this Agreement. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. To facilitate Consultant’s conformance with the Schedule, City shall respond to Consultant’s submittals in a timely manner. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services.

3.2.3 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of City.

3.2.4 Substitution of Key Personnel. Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. If City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Services or a threat to the safety of persons or property, shall be promptly removed from the project by the Consultant at the request of the City. The key personnel for performance of this Agreement are as follows: Mark Shuster, Managing Member.

3.2.5 City’s Representative. The City hereby designates the City Manager, or his/her designee, to act as its representative for the performance of this Agreement (“City’s Representative”). City’s Representative shall have the power to act on behalf of the City for all purposes under this Agreement. Consultant shall not accept direction or orders from any person other than the City’s Representative.
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3.2.6 Consultant’s Representative. Consultant hereby designates Mark Shuster, Managing Member, or his designee, to act as its representative for the performance of this Agreement (“Consultant’s Representative”). Consultant’s Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant’s Representative shall supervise and direct the Services, using his/her best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.

3.2.7 Coordination of Services. Consultant agrees to work closely with City staff in the performance of Services and shall be available to City’s staff, consultants and other staff at all reasonable times.

3.2.8 Standard of Care; Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant’s failure to comply with the standard of care provided for herein. Any employee of the Consultant or its sub- consultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Services, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Servicesin a manner acceptable to the City,shall be promptly removed from the project by the Consultant and shall not be re-employed to perform any of the Services under this Agreement.

3.2.9 Period of Performance. Consultant shall perform and complete all Services under this Agreement within the term set forth in Section 3.1.2 above (“Performance Time”).

Consultant shall also perform the Services in strict accordance with any completion schedule described in Exhibit “A” attached hereto, or which may be separately agreed upon in writing by the City and Consultant (“Performance Milestones”).

3.2.10 Laws and Regulations; Employee/Labor Certifications. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Services, including all Cal/OSHA requirements, and shall give all noticesrequired by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Consultantshall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure to comply with such laws, rules or regulations. .
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3.2.10.1 Employment Eligibility; Consultant. By executing this Agreement, Consultant verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time. Such requirements and restrictions include, but are not limited to, examination and retention of documentation confirming the identity and immigration status of each employee of the Consultant.

Consultant also verifies that it has not committed a violation of any such law within the five (5) years immediately preceding the date of execution of this Agreement and shall not violate any such law at any time during the term of the Agreement. Consultant shall avoid any violation of any such law during the term of this Agreement by participating in an electronic verification of work authorization program operated by the United States Department of Homeland Security, by participating in an equivalent federal work authorization program operated by the United States Department of Homeland Security to verify information of newly hired employees, or by some other legally acceptable method. Consultant shall maintain records of each such verification and shall make them available to the City or its representatives for inspection and copy at any time during normal business hours. The City shall not be responsible for any costs or expenses related to Consultant’s compliance with the requirements provided for in Section 3.2.10 or any of its subsections.

3.2.10.2 Employment Eligibility; Subcontractors, Consultants, Subsubcontractors and Subconsultants. To the same extent and under the same conditions as Consultant, Consultant shall require all its subcontractors, consultants, sub-subcontractors and subconsultants performing any work relating to this Agreement to make the same verifications and comply with all requirements and restrictions provided for in Section 3.2.10.1.

3.2.10.3 Employment Eligibility: Failure to Comply. Each person executing this Agreement on behalf of Consultant verifies that they are a duly authorized officer of Consultant, and understands that any of the following shall be grounds for the City to terminate the Agreement for cause: (1) failure of Consultant or its subcontractors, consultants, subsubcontractors or subconsultants to meet any of the requirements provided for in Sections 3.2.10.1 or 3.2.10.2; (2) any misrepresentation or material omission concerning compliance with such requirements (including in those verifications provided to the Consultant under Section 3.2.10.2; or (3) failure to immediately remove from providing Services any person found not to be in compliance with such requirements.

3.2.10.4 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Workers’ Compensation or to undertake selfinsurance in accordance with the provisions of that code and agrees to comply with such provisions before commencing the performance of the Services.
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3.2.10.5 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer, and it shall not discriminate against any subconsultant, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City’s Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted.

3.2.11 Insurance.

3.2.11.1 Minimum Requirements. Consultant shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the Consultant, its agents, representatives, employees or subcontractors.

Consultant shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage:
(A) Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001) including coverage for unowned/rented autos; and (2) Workers’ Compensation and Employer’s Liability: Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance.

The policy shall not contain any exclusion contrary to the Agreement, including but not limited to endorsements or provisions limiting coverage for (1) contractual liability (including but not limited to ISO CG 24 26 or 21 29); or (2) cross liability for claims or suits by one insured against another. (B) Minimum Limits of Insurance. Consultant shall maintain limits no less than: (1) General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used including, but not limited to, form CG 2503, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit; and (2) Workers’ Compensation and Employer’s Liability: Workers’ Compensation limits as required by the Labor Code of the State of California. Employer’s Liability limits of $1,000,000 per accident for bodily injury or disease. Defense costsshall be paid in addition to the limits.
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(C) Notices; Cancellation or Reduction of Coverage. At least fifteen (15) days prior to the expiration of any such policy, evidence showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or materially reduced, Consultant shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, the City has the right but not the duty to obtain the insurance it deems necessary, and any premium paid by the City will be promptly reimbursed by Consultant or the City may withhold amounts sufficient to pay premium from Consultant payments. In the alternative, the City may suspend or terminate this Agreement.

3.2.11.2 Professional Liability. Consultant shall maintain errors and omissions liability insurance appropriate to their profession. Such insurance shall be in an amount not less than $1,000,000 per claim and shall be endorsed to include contractual liability.

3.2.11.3 Insurance Endorsements. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms supplied or approved by the City to add the following provisions to the insurance policies:
(A) General Liability. The general liability policy shall include or be endorsed (amended) to state that: (1) using ISO CG forms 20 10 and 20 37, or endorsements providing the same coverage, the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insured with respect to the Services or ongoing and complete operations performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection with such work; and (2) using ISO form 20 01, or endorsements providing the same coverage, the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant’s scheduled underlying coverage. Any excess insurance shall contain a provision that such coverage shall also apply on a primary and noncontributory basis for the benefit of the City before the City’s own primary insurance or selfinsurance shall be called upon to protect it as a named insured. Any insurance or self-insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be in excess of the Consultant’s insurance and shall not be called upon to contribute with it in any way. Notwithstanding the minimum limits set forth in Section 3.2.11.2(B), any available insurance proceeds in excess of the specified minimum limits of coverage shall be available to the parties required to be named as additional insureds pursuant to this Section 3.2.11.3(A). (B) Workers’ Compensation and Employers’ Liability
Coverage. The insurer shall agree to waive all rights of subrogation against the City, its directors, officials, officers, employees, agents and volunteers for losses paid under the terms of the insurance policy which arise from work performed by the Consultant. .
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3.2.11.4 Separation of Insureds; No Special Limitations; Waiver of Subrogation. All insurance required by this Section shall contain standard separation of insureds provisions. In addition, such insurance shall not contain any special limitations on the scope of protection afforded to the City, its directors, officials, officers, employees, agents and volunteers.

All policies shall waive any right of subrogation of the insurer against the City, its officials, officers, employees, agents, and volunteers, or any other additional insureds, or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, its officials, officers, employees, agents, and volunteers, or any other additional insureds, and shall require similar written express waivers and insurance clauses from each of its subconsultants.

3.2.11.5 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best’srating no lessthan A:VIII, licensed to do businessin California.

3.2.11.6 Verification of Coverage. Consultant shall furnish City with certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf and shall be on forms provided by the City if requested. All certificates and endorsements must be received and approved by the City before work commences.

3.2.11.9 Reporting of Claims. Consultant shall report to the City, in addition to Consultant’s insurer, any and all insurance claims submitted by Consultant in connection with the Services under this Agreement.

3.2.12 Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed.

3.2.13 Accounting Records. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement.

3.3 Fees and Payments.

3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit “B” attached hereto and incorporated herein by reference. The total compensation shall not exceed Thirty Thousand Dollars ($30,000.00) per year without written approval of the City Administrator. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement. . .

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3.3.2 Payment of Compensation. City shall, within 30 days of receiving invoice from Consultant, review the invoice and pay all approved charges thereon.

3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City.

3.3.4 Extra Work. At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, “Extra Work” means any work which is determined by City to be necessary, but which the Parties did not reasonably anticipate would be necessary at the execution of this Agreement. Consultant shall not perform, nor be compensated for, Extra Work without written authorization from City’s Representative.

3.4 Termination of Agreement.

3.4.1 Grounds for Termination. City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least thirty (30) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may terminate this Agreement without cause by giving written notice to City of such termination, and specifying the effective date thereof, at least thirty (30) days before the effective date of such termination.

3.4.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents & Data, as defined below, and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such documents and other information within fifteen (15) days of the request.

3.4.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated.

3.5 Ownership of Materials and Confidentiality.

Documents & Data; Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement (“Documents & Data”). All Documents & Data shall be and remain the property of City and Consultant and shall not be used in whole or in substantial part by Consultant on other projects without the City's express written permission. At the request of the City, Consultant shall provide to City, within thirty (30) days following the completion, suspension, abandonment or termination of this Agreement, reproducible copies of all Documents & Data, in a form and amount required . by City. The reproduction expense shall be borne by City at the actual cost of duplication. .

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In the event of a dispute regarding the amount of compensation to which the Consultant is entitled under the termination provisions of this Agreement, Consultantshall provide all Documents & Data electronically to City upon payment of the undisputed amount. Consultant shall have no right to fail to provide to City any such documents pending resolution of the dispute. In addition, Consultant shall retain copies of all Documents & Data on file for a minimum of five (5) years following termination of the Agreement and shall make copies available to City upon the payment of actual reasonable duplication costs.

3.5.1 Subcontractors. Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty regarding Documents & Data which were prepared by design professionals other than Consultant or its subcontractors, or those provided to Consultant by the City.

3.5.2 Right to Use. City shall not be limited in any way in its use or reuse of the Documents & Data or any part of them at any time for purposes of this Agreement or another project, provided that any such use not within the purposes intended by this Agreement without employing the services of Consultant shall be at City’s sole risk. If City uses or reuses the Documents & Data on any project other than in connection with the Services provided under this Agreement, it shall remove the Consultant’s seal from the Documents & Data and indemnify and hold harmless Consultant and its officers, directors, agents and employeesfrom claims arising out of the negligent use or re- use of the Documents & Data on such other purposes. Consultant shall be responsible and liable for its Documents & Data, pursuant to the terms of this Agreement, only with respect to the condition of the Documents & Data at the time they are provided to the City upon completion, suspension, abandonment or termination. Consultant shall not be responsible or liable for any revisions to the Documents & Data made by any party other than Consultant, a party for whom the Consultant is legally responsible or liable, or anyone approved by the Consultant.

3.5.3 Confidentiality. All Documents & Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. All Documents & Data shall not, without the prior written consent of City, be used or reproduced by Consultant for any purposes other than the performance of the Services. Consultant shall not disclose, cause or facilitate the disclosure of the Documents & Data to any person or entity not connected with the performance of the Services under this Agreement. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City’s name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. .
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3.6 General Provisions.

3.6.1 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective Parties at the following address, or at such other address as the respective Parties may provide in writing for this purpose:

Consultant:

Shuster Advisory Group, a HUB International Company
155 N. Lake Ave, Suite 950
Pasadena, CA 91101
Attn: Mark Shuster, Managing Member
City:

City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
Attn: Brian Saeki, City Administrator
Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the Party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.

3.6.2 Receipt of Disclosure and Consent to Electronic Delivery. City acknowledges receipt and undertakes to review and consider the disclosures made by Consultant (including in this Agreement, the Form ADV Part 2, ADV Part 2B and Consultant’s Privacy Policy), in particular the portions related to services, compensation, and potential conflicts of interest, as well as the remainder of the disclosures concerning, among other matters, background information such as educational and business history, business practices such as the types of advisory services provided, the methods of securities analysis used, and the like.

Further, City consents to electronic delivery (via email or other generally accepted method) of current and future distributions of Consultant’s Form ADV Part 2, ADV Part 2B and Privacy Policy.

Consent to electronic delivery may be canceled at any time by sending a written request to Consultant.

3.6.3 Indemnification.

3.6.3.1 Scope of Indemnity. To the fullest extent permitted by law, Consultant shall indemnify and hold harmless City and any and all of its officials, employees and agents (“Indemnified Parties”) from and against any and all losses, liabilities, damages, costs and expenses, including legal counsel’s fees and costs, caused in whole or in part by the negligent or wrongful act, error or omission of Consultant, its officers, agents, employees orsubconsultants(or any agency or individual that Consultant shall bear the legal liability thereof) in the performance of services under this Agreement. Consultant’s duty to indemnify and hold harmless City shall not .
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extend to the City’s sole or active negligence. In the event such damage or injury is caused by the joint, concurrent, or comparative negligence or wrongful act, error or omission of City and any of its officials, employees and agents, the loss and all associated costs shall be borne by Consultant and City proportionately to their degree of negligence.

3.6.4 Governing Law; Government Code Claim Compliance. This Agreement shall be governed by the laws of the State of California. Venue shall be in Los Angeles County.

In addition to any and all contract requirements pertaining to notices of and requests for compensation or payment for Extra Work, disputed work, claims and/or changed conditions, Consultant must comply with the claim procedures set forth in Government Code sections 900 et seq. prior to filing any lawsuit against the City. Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to extra work, disputed work, claims, and/or changed conditions have been followed by Consultant. If no such Government Code claim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified herein, Consultant shall be barred from bringing and maintaining a valid lawsuit against the City.

3.6.5 Third-Party Investment Decisions. Consultant, in the capacity of providing financial advice and management services under this Agreement, shall not be held liable or responsible for any investment decisions made by third parties, including, but not limited to, other financial advisors, investment managers, brokers, or any other individuals or entities not directly controlled or employed by the Consultant. This provision shall not limit Consultant’s responsibility for its own active negligence, errors, or omissions in third-party selection, oversight, reporting, or recommendations.

3.6.6 Time of Essence. Time is of the essence for each and every provision of this Agreement.

3.6.7 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the Parties.

3.6.8 Assignment or Transfer. Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer.

3.6.9 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days.

All references to Consultant include all personnel, employees, agents, and subcontractors of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. .
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3.6.10 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.

3.6.11 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise.

3.6.12 No Third Party Beneficiaries. Except to the extent expressly provided for in Section 3.6.7, there are no intended third-party beneficiaries of any right or obligation assumed by the Parties.

3.6.13 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

3.6.14 Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Consultant further agrees to file, or shall cause its employees or subconsultants to file, a Statement of Economic Interest with the City’s Filing Officer as required under state law in the performance of the Services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.

3.6.15 Cooperation; Further Acts. The Parties shall fully cooperate with one another and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement.

3.6.16 Attorney’s Fees. If either Party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney’s fees and all other costs of such action.

3.6.17 Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party.

3.6.18 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.
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3.6.19 Entire Agreement. This Agreement contains the entire Agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both Parties.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

CITY OF VERNON SHUSTER ADVISORY GROUP, LLC. d/b/a

SHUSTER ADVISORY GROUP, A HUB

INTERNATIONAL COMPANY
By: By:

Brian Saeki, City Administrator Mark Shuster, Managing Member ATTEST:
_______________________________
Genoveva Rocha, City Clerk
APPROVED AS TO FORM:
_______________________________
Zaynah Moussa-Milward, City Attorney
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EXHIBIT “A”

SCOPE OF SERVICES
Advisory Consulting Services
Shuster will perform the following fiduciary and non-fiduciary advisory consulting services for the City’s operating account(s):

Investment Policy Statement
(IPS)
Review and consult on the City's IPS to ensure alignment with CA Code 53601 while meeting City's financial goals and risk tolerance. Recommended changes will be made
when opportunities for higher returns arise.

Portfolio Construction Provide guidance and recommendations for portfolio construction. Review the existing portfolio, identify areas for improvement or reallocation, and make
recommendations for changes as market conditions or the City’s needs evolve.

Third-Party Asset Manager
Selection
Advise on the selection of one or more third-party asset or portfolio managers (“Managers”), in accordance with the IPS and 53601 guidelines, including:
- Manager Research
- Conducting Manager RFP's
- Coordinating and attending Manager presentations to City - Negotiating Manager fees and services
Shuster may delegate investment discretion to such
Manager(s) who will place orders with the custodian(s) with respect to the account(s).

Third-Party Asset Manager
Oversight
Monitor Manager's account performance, including fee
reviews and general account reviews, and make
recommendations to continue with the Manager, add a
Manager, or recommend alternative Manager(s).

Coordinate and attend meetings with Managers and will
provide supplemental performance reporting on a Managerby-Manager and/or overall portfolio basis.

Act as liaison between the City and the Manager(s) to
facilitate the execution of legal documentation for account management, including collecting the necessary schedules and ancillary documents, and provide a final executed
document package for City records. .
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EXHIBIT “A”
Banking and Custody Prepare cash management analysis and forecasts.

Assist in evaluating and selecting banking and custody
providers, including fee and service negotiations for bonds, CD's, banking and custodial services.

Monthly Reporting and Review Provide comprehensive monthly and quarterly reports detailing portfolio performance, compliance, and market commentary.

Reviews of the global equity and fixed income market.

Provide information to City to assist with auditor request responses.

Fee Transparency Provide full transparency across advisory, custody, administration and investments. All fees will be clearly disclosed and summarized with each account review.

City Council Meeting Attendance Make periodic presentations to Council as requested by the City and assist City staff in preparation for Council
meetings.
.
.

Item 9 Page 17 of 130
EXHIBIT “B”

COMPENSATION
Advisory Consultant fee of Thirty Thousand Dollars ($30,000.00) per annum, billed monthly in arrears to City ($2,500.00 per month), for fiduciary and non-fiduciary advisory consulting services for the City’s operating account(s) and for providing general financial consulting services to City. .
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Item 9 Page 18 of 130
City Council Agenda Report
Meeting Date: July 7, 2026
From: Daniel S. Wall, P.E., Director of Public Works-City Engineer Department: Public Works
Submitted by: Dulce Gonzalez, Management Analyst
Subject
Appointments to the Los Angeles Gateway Region Integrated Water Management Joint Power Authority (GWMA)
Recommendation
Adopt Resolution No. 2026-035 updating the City staff appointments to the GWMA and repealing Resolution No. 2025-002.

Background
The City of Vernon is a member of the GWMA, a watershed-based coalition comprised of multiple cities, water agencies, and the Port of Long Beach. Per Section 3 of the GWMA bylaws, the City must appoint staff members by adopting a resolution. On August 4, 2020, the City Council adopted Resolution No. 2020-27, appointing the Director of Public Works as the City's delegate to the GWMA and designating Public Works staff as alternates.

In 2024, Resolution No. 2025-002 was adopted, transferring the administrative responsibilities for the GWMA from the Public Works Department to the Department of Health and Environmental Control (DHEC). As of July 1, 2026, these administrative responsibilities will return to the Public Works Department from DHEC. Due to this transition, new staff appointments are necessary.

Staff recommends adoption of Resolution No. 2026-035, appointing Daniel Wall, Director of the Public Works Department - City Engineer, to serve as the City’s delegate and appointing Lissette Melendez, Project Engineer, Dulce Gonzalez, Management Analyst, Rosemary Lozano, Management Analyst, and Joanna Hurtado-Moreno, Public Utilities’ Water Administrator as the City’s alternates. Resolution No. 2026-035 also repeals Resolution No. 2025-002.

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

Attachments

1. Resolution No. 2026-035 GWMA Appointments
.
.

Item 10 Page 1 of 134
RESOLUTION NO. 2026-035

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON
UPDATING THE CITY STAFF MEMBERS’ APPOINTMENTS TO THE LOS

ANGELES GATEWAY REGION INTEGRATED REGIONAL WATER

MANAGEMENT JOINT POWERS AUTHORITY AND REPEALING
RESOLUTION NO. 2025-002
SECTION 1. Recitals.

A. The City of Vernon is a member of the Los Angeles Gateway Region Integrated Regional Water Management Joint Powers Authority, also known as Gateway Water Management Authority (GWMA), a watershed-based coalition comprised of multiple cities, water agencies, and the Port of Long Beach. City delegates to the GWMA must be appointed by resolution.

B. On August 4, 2020, the City Council adopted Resolution No. 2020-27, appointing the Director of Public Works as the City’s delegate to the GWMA and other Public Works staff as alternates.

C. On January 21, 2025, the City Council adopted Resolution No. 2025-002 updating City staff member appointments to the Authority.

D. On July 1, 2026, City administrative responsibilities for the GWMA were transferred from the Department of Health and Environmental Control to the Public Works Department.

E. Due to current staffing and pursuant to the bylaws of the GWMA, a resolution is necessary to update the appointments.

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 appoints Daniel Wall, Director of the Public Works Department – City Engineer, to serve as the City’s delegate on the Gateway Region Integrated Regional Water Management Joint Powers Authority, and appoints Lissette Melendez, Project Engineer, Dulce Gonzalez, Management Analyst, Rosemary Lozano, Management Analyst, and Joanna Hurtado-Moreno, Public Utilities’ Water Administrator as the City’s alternates.

SECTION 4. All resolutions or parts of resolutions, specifically Resolution No. 2025-002, not consistent with or in conflict with this resolution are hereby repealed. .
.

Item 10 Page 2 of 134
Resolution No. 2026-035

_______________________
SECTION 5. Severability. If any provision of this Resolution or the application thereof to any person or circumstance is held invalid, such invalidity shall not affect other provisions or applications, and to this end, the provisions of this Resolution are declared to be severable.

SECTION 6. The City Clerk, or Deputy City Clerk, shall certify the passage and adoption of this resolution and enter it into the book of original resolutions.

APPROVED AND ADOPTED July 7, 2026.

MELISSA YBARRA, Mayor
ATTEST:

GENOVEVA ROCHA, City Clerk
APPROVED AS TO FORM:

ZAYNAH MOUSSA-MILWARD,
City Attorney
.
.

Item 10 Page 3 of 134
Resolution No. 2026-035

_______________________

CERTIFICATION

STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) ss.

CITY OF VERNON )
I do hereby certify that the attached is a true copy of Resolution No. 2026-035 that was passed and adopted at the Regular Meeting held on July 7, 2026, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
__________________________
GENOVEVA ROCHA, City Clerk
.
.

Item 10 Page 4 of 134
City Council Agenda Report
Meeting Date: July 7, 2026
From: Daniel S. Wall, P.E., Director of Public Works-City Engineer Department: Public Works
Submitted by: Rosemary Lozada, Management Analyst
Subject
Memorandum of Understanding with the Los Angeles County Metropolitan Transportation Authority
Recommendation
A. Find that the approval of the Memorandum of Understanding (MOU) proposed in this staff report is exempt under the California Environmental Quality Act (CEQA) in accordance with CEQA Guidelines Section 15303, because the project consists of new construction of limited small new facilities;
B. Find that pursuant to California Public Resources Code (PRC) Section 21080.25(a)(11), Transportation Prioritization Projects include, but are not limited to: (E) "transit stop access and safety improvements, including, but not limited to, the installation of bus shelters, lighting, transit bulbs, and the installation of transit boarding landings and islands" and pursuant to PRC Section 21080.25(b)(3), Transit Prioritization Projects are statutorily exempt from CEQA; and C. Authorize the City Administrator to execute the MOU for the Metro Southeast Los Angeles Transit Improvements Projects (SELA TIP) between the City of Vernon (City) and the Los Angeles County Metropolitan Transportation Authority (LACMTA or Metro), in substantially the same form as submitted herewith. The MOU would authorize the LACMTA to reimburse the City for the installation of new bus shelters and amenities at ten (10) Metro bus stop locations within the City's boundaries.

Background
LACMTA applied for and secured funding under the 2022 Local Partnership Program (LLP) for the SELA TIP, which includes funds for bus shelters at 100 bus stops within various jurisdictions.

On April 25, 2024, the Metro Board of Directors approved the East Los Angeles – Long Beach Corridor Mobility Investment Plan, which identifies bus stop improvement as a component.

The City has been awarded $600,000 to fund the installation of bus shelters with all required amenities throughout the City. The proposed SELA TIP MOU with Metro (Attachment 1) establishes the relationship between Metro as Grantee and the City as a sub-grantee and outlines the responsibilities for the City and Metro. The funds awarded to the City will be used to install 10 shelters at locations currently lacking, including a shade structure, nighttime lighting, real-time information boards, and amenities such as seating and trash receptacles. The real-time information board will be installed by Metro, therefore lowering the awarded cost to $520,000.

These funds will be fully reimbursable to the City for all eligible costs associated with design, engineering review, and project management services related to the project.

The City shall be fully responsible for the design, procurement, and installation of the new bus shelters, including all associated components necessary to ensure compliance with all applicable federal, state, and local regulations and requirements. This includes, but is not limited to, the Americans with Disabilities Act (ADA), the California Public Contract Code, and Metro guidelines.

The proposed locations for the bus shelters are shown below and a map (Attachment 2) is provided for reference:
.
.

Item 11 Page 1 of 242
Bus Stop Line Location Direction Corner
1 60 Santa Fe/27th North SE
2 60 Santa Fe/27th South NW
3 60 Santa Fe/30th North SE
4 60 Pacific/Leonis South NW
5 251 Soto/26th North NE
6 251 Soto/26th South NW
7 251 Soto/46th North SE
8 251 Soto/46th South NW
9 251 Soto/54th North SE
10 108 Slauson/Boyle West NE
Upon completion of the installation, the City shall assume ownership of the bus shelter amenities and be responsible for all maintenance costs associated with the useful life of the project. Future maintenance and operational costs related to the station amenities will be incorporated into the City’s annual operating budgets, as necessary.

The SELA TIP MOU with Metro has been reviewed and approved in its form by the City Attorney’s Office.

Fiscal Impact
Approval of this action would require an appropriation of $520,000, including a 10% contingency.

Funds are requested in the General Fund, Public Works Department, Street Maintenance Division, Capital Outlay Account No. 011-695-430-660000 for Fiscal Year 2026-27. Grant funds will cover all expenditures and is requested to be adjusted in the General Fund, Grant Revenues Account No. 011-695-430-440100 for $520,000.

Attachments

1. SELA TIP MOU between Metro and Vernon

2. SELA TIP Bus Shelter Project Map
.
.

Item 11 Page 2 of 242
MOU# MOU.

Southeast Los Angeles Transit Improvement Project (SELA TIP)

MEMORANDUM OF UNDERSTANDING
This Memorandum of Understanding (MOU) is entered into between the Los Angeles County Metropolitan Transportation Authority (“Metro” or “Grantee”) and City of Vernon (“Sub-Grantee”), as of this date of ___________, 2026, for the Metro Southeast Los Angeles Transit Improvements Project (“SELA TIP”) Metro and Sub-Grantee may each be referred to individually as a “Party” and collectively as the “Parties”.

WHEREAS, Metro applied for and secured grant funding under the 2022 Local Partnership Program (LLP) for transit improvements in Southeast Los Angeles; and WHEREAS, the SELA TIP will include procurement and installation of new bus shelters at 100 stops along high-frequency (NextGen Tiers 1 & 2) bus lines within various jurisdictions; and
WHEREAS, The Metro Board of Directors on April 25, 2024 approved the East Los Angeles – Long Beach Corridor Mobility Investment Plan, which identifies bus stop improvements as a component project, including the SELA TIP; and WHEREAS, on June 27, 2024 the California Transportation Commission (“CTC”) approved the project baseline agreement for the SELA TIP, the “Baseline Agreement”, which is attached as Attachment D.

WHEREAS, bus shelters will be procured and maintained by the jurisdiction in which the bus stop is located; and
WHEREAS, eligible expenditures consist of new bus stop shelters in locations that do not have an existing shelter, which include a shade structure, night-time lighting, realtime information boards, and typically include other amenities such as seating and trash receptacles; and
WHEREAS, the Parties desire to set forth the roles and responsibilities with respect to the implementation and funding of the SELA TIP.

NOW THEREFORE, the Parties hereby agree as follows:

1. CONDITIONS

1.1 The Sub-Grantee shall use the Funds, as described below, to complete the Project as described in the Scope of Work attached as Attachment A. The Funds, as granted under this MOU, can only be used towards the completion of this Scope of Work. Sub-Grantee shall not use the Funds to substitute for any other funds or projects not specified in this MOU. The Scope of Work shall include a list of selected bus stop locations as indicated by: street and cross street, LA Metro bus stop identification .
.

Item 11 Page 3 of 242
MEMORANDUM OF UNDERSTANDING (MOU) – MOU

METRO SOUTH EAST LA TRANSIT IMPROVEMENTS PROJECT (SELA TIP) LA Metro MOU with City of Vernon
2 number, direction of travel, and near or far side of intersection; a description and illustration of shelter(s) to be used (where more than one shelter type is employed, the list of locations shall indicate which type is selected for each location); a project schedule that must be adhered to and that includes milestones consistent with purchase and installation of the new shelters and any site preparation work; and a breakdown of costs by activity.

1.2 The Sub-Grantee shall use the Funds in accordance with the Financial Plan attached to this MOU as Attachment B. The Financial Plan shows the Project’s cash flow and includes the Project’s entire financial commitment as well as the fiscal year that the funds will be expended.

1.3 The Sub-Grantee must demonstrate timely use of Funds by: (I) executing this MOU by August 1, 2026, and by (II) expending the Funds granted under this MOU by no later than September 1, 2027, which is the construction contract acceptance milestone date for the LPP grant.

1.4 During the term of this MOU, the Sub-Grantee shall submit Quarterly Progress Reports in the form attached as Attachment C. These reports shall include quarterly and inception to date actual expenditures, tasks completed during the reporting period, projected activities for the next quarter and any information that describes the progress of the Scope of Work. The Quarterly Reports are due to the Metro Project Manager on or before the thirtieth day (30th) of the first month following the close of the OctoberDecember, January-March, April-June, and July-September quarters.

1.5 Quarterly Reports, notices, and draft invoices shall be submitted as PDF documents via email to:

Joseph Forgiarini, Sr. Executive Officer, Service Development [email protected]
with CC to Monica Waggoner, Service Planning Manager, Gateway Cities [email protected]

1.6 The Sub-Grantee is responsible for reviewing and approving the design plans for the Project. The Sub-Grantee must obtain all necessary permits and approvals from the appropriate agencies.

1.7 The Sub-Grantee must ensure the design of the Project fully complies with the Americans with Disabilities Act (ADA).

1.8 This MOU shall terminate on 2/28/2028.

1.9 In the event that the Sub-Grantee notifies Metro it is unable to provide the realtime information boards, Metro is responsible for acquiring and installing real-time .
.

Item 11 Page 4 of 242
MEMORANDUM OF UNDERSTANDING (MOU) – MOU

METRO SOUTH EAST LA TRANSIT IMPROVEMENTS PROJECT (SELA TIP) LA Metro MOU with City of Vernon
3 information boards, including hardware, software and power connections, onto the new bus shelters at no expense to the Sub-Grantee. The real-time information boards remain the property of Metro after installation. Metro’s expenses for these real-time information boards will reduce the amount of funding available to the Sub-Grantee per shelter.

1.10 The Sub-Grantee is responsible for all maintenance and repair costs for bus shelters and appurtenances, excluding real-time information boards installed by Metro, incurred during the Project asset anticipated normal life span. Metro is responsible for technical supports (including software updates), maintenance, fees, operation and necessary repairs or replacements of real-time information boards installed by Metro, while Sub-Grantee is responsible for general cleaning, graffiti removal, and maintenance of lighting equipment. This requirement shall survive the termination of this agreement.

1.11 This is a one-time only grant subject to the terms and conditions agreed to herein. This grant does not imply nor obligate any future funding commitment on the part of Metro.

1.12 The Sub-Grantee shall carry out the Project in accordance with the terms of this MOU and all applicable laws, regulations, and rules.

2. TRANSFER OF FUNDS

2.1 To the extent that funds are available, Metro shall make a one-time grant of the funds in the amount of $520,000 for the Project subject to the terms of the Baseline Agreement and any additional terms and conditions contained herein. These Funds are programmed during the project span, from execution of agreement to September 1, 2027, and are allocated among the Scope of Work as specified in the Financial Plan.

2.2 The Funds will be transferred to the Sub-Grantee on reimbursement basis only and no advance of Funds shall be granted. The Sub-Grantee shall submit invoices to Metro upon completion of construction and installation of shelters (including any site preparation work), for the total grant-funded portion of the share of the Project expended by the Sub-Grantee. Sub-Grantee may submit invoices as individual shelters are completed, or after completion of all installations included in attachments A and A-1.

2.3 The invoice submitted to Metro should only relate to approved goods or services provided in accordance with this MOU. The invoice should clearly identify the charges, copies of the invoices, number of the MOU, and the period covered.

2.4 Metro shall reimburse the Sub-Grantee the full amount of the invoice less a tenpercent (10%) retainage. The retainage will be paid to the Sub-Grantee upon the successful completion of the Project’s closeout audit to be conducted by Metro. .
.

Item 11 Page 5 of 242
MEMORANDUM OF UNDERSTANDING (MOU) – MOU

METRO SOUTH EAST LA TRANSIT IMPROVEMENTS PROJECT (SELA TIP) LA Metro MOU with City of Vernon
4 2.5 The Sub-Grantee is responsible for all cost overruns incurred as a result of this Project. Under no circumstance will the total amount of money that Metro reimburses the Sub-Grantee exceed the amount of the Funds allocated in the project’s Financial Plan.

2.6 If any amounts paid to Sub-Grantee are disallowed or not reimbursed by the CTC for any reason, Sub-Grantee shall remit to LACMTA the disallowed or non-reimbursed amount(s) within 30 days from receipt of LACMTA’s notice. All payments made by LACMTA hereunder are subject to the audit provisions contained herein and within the Baseline Agreement.

2.7 Sub-Grantee shall comply with and ensure that work performed under this Agreement is done in compliance with all applicable provisions of federal, state and local laws, statutes, ordinances, rules, regulations and procedural requirements, and the applicable requirements and regulations of LACMTA. Sub-Grantee acknowledges responsibility for obtaining copies of and complying with the terms of the most recent Federal, State or local laws and regulations and LACMTA requirements, including any amendments thereto.

2.8 Following Metro Operations staff approval, invoices shall be addressed to [email protected], sent as a PDF attachment.

2.9 Payments and notices shall be addressed to:
4305 S. Santa Fe Ave, Vernon, CA 90058
Attention: Daniel S. Wall – Director of Public Works
[email protected]

3. PENALTIES
Metro reserves the right to terminate this MOU and withhold all payments of Funds in the event of Sub-Grantee’s breach or defaults of any term or condition contained in this MOU, if such breach or default has not been cured by Sub-Grantee within fourteen (14) days of written demand by Metro.

4. MISCELLANEOUS

4.1 California law shall govern this MOU. If any provision of this MOU is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way.

4.2 The Sub-Grantee shall not assign this MOU, or any part thereof, without written consent and prior approval of Metro’s Chief Executive Officer or designee, and any assignment without said consent shall be void and unenforceable. .
.

Item 11 Page 6 of 242
MEMORANDUM OF UNDERSTANDING (MOU) – MOU

METRO SOUTH EAST LA TRANSIT IMPROVEMENTS PROJECT (SELA TIP) LA Metro MOU with City of Vernon
5 4.3 This MOU constitutes the entire understanding between Parties, with respect to subject matter herein. This MOU shall not be amended, nor any provision or breach hereof waived except in writing signed by the Parties.

4.4 The covenants and agreements of this MOU shall inure to the benefit of, and shall be binding upon, each of the Parties and their respective successors and assigns.

4.5 Metro shall have the right to conduct a financial and compliance audit(s) of the Project. Sub-Grantee agrees to establish and maintain proper accounting procedures and cash management records and documents in accordance with generally accepted accounting principles. The Sub-Grantee shall reimburse Metro for any expenditure not in compliance with the Scope of Work and/or not in compliance with other terms and conditions of this MOU and Guidelines.

4.6 Metro shall indemnify, defend and hold harmless Sub-Grantee, its trustees, officers, agents, and employees from and against any and all liability, loss, expense, including reasonable attorney's fees, or claims for injury or damages arising out of the performance of this Agreement, but only in proportion to and to the extent such liability, loss, expense, attorney's fees, or claims for injury or damages are caused by or result from the negligent or intentional acts or omissions of Metro, its trustees, officers, agents or employees.

Sub-Grantee shall indemnify, defend and hold harmless Metro, its trustees, officers, agents, and employees from and against any and all liability, loss, expense, including reasonable attorney's fees, or claims for injury or damages arising out of the performance of this Agreement, but only in proportion to and to the extent such liability, loss, expense, attorney's fees, or claims for injury or damages are caused by or result from the negligent or intentional acts or omissions of Sub-Grantee, its trustees, officers, agents or employees.

Any entity hired by either Party shall be required to indemnify, defend and hold harmless the other Party, its Special Districts, elected and appointed officers, employees, agents and volunteers ("Indemnitees") from and against any and all liability including but not limited to demands, claims, actions, fees, costs, and expenses, including attorney fees, arising from or relating to this agreement, except for such loss or damage arising from the sole negligence or willful misconduct of the Indemnitees.

4.7 Sub-Grantee in the performance of the work required by this MOU is not an agent or employee of Metro. Sub-Grantee shall not represent itself as an agent or employee of Metro and shall have no powers to bind Metro in contract or otherwise. .
.

Item 11 Page 7 of 242
MEMORANDUM OF UNDERSTANDING (MOU) – MOU

METRO SOUTH EAST LA TRANSIT IMPROVEMENTS PROJECT (SELA TIP) LA Metro MOU with City of Vernon
6 IN WITNESS WHEREOF, the Parties have caused this MOU to be executed by their duly authorized representatives as of the dates indicated below:

SUB-GRANTEE:

CITY OF VERNON

LOS ANGELES COUNTY

METROPOLITAN

TRANSPORTATION AUTHORITY
By: By:

Brian Saeki,
City Administrator
APPROVED AS TO FORM:
_________________________
Zaynah Moussa-Milward
City Attorney
Attest
_________________________
Genoveva Rocha,
City Clerk
Date
____
Date
___
Date
Stephanie Wiggins
Chief Executive Officer

APPROVED AS TO
FORM:
____________________
Dawyn R. Harrison
County Counsel
By:
___________________
Deputy
Date
____
Date
____
Date
5/14/2026
.
.

Item 11 Page 8 of 242
Attachment A: Scope of Work
Project Title: Vernon Bus Shelter Installation Project
Sub-Grantee: City of Vernon

1. Project Overview
This Scope of Work (“SOW”) delineates the obligations of the City of Vernon (“Sub-Grantee” or “City”) for the execution of the Vernon Bus Shelter Installation Project (“Project”). The Project is designed to enhance public transit amenities by installing standardized bus shelters at ten (10) high-priority designated Metro bus stop locations that currently lack such infrastructure. The installation of these shelters shall improve rider safety, comfort, and accessibility while ensuring compliance with all applicable federal, state, and local statutes, including the Americans with Disabilities Act (ADA), California Public Contract Code, and Los Angeles County Metropolitan Transportation Authority (“Metro”) guidelines.

2. Project Scope and Deliverables
The City shall be responsible for the procurement, delivery, and installation of the bus shelters, as well as the necessary site preparation, according to the following components:
a. Procurement and Delivery of Shelters
b. Site Preparation (if applicable)
• Execution of any necessary minor demolition, grading, and right-of-way clearance to accommodate the installation of shelters and digital real-time information systems; • Coordination with Metro to secure bus stop approvals, adjustment or removal of existing street elements (e.g., newspaper racks, signage, poles) as required to comply with ADA and pedestrian flow standards.
c. Shelter Installation
• Installation of the shelters and the integration of the digital real-time information boards; • Final inspection and certification to ensure compliance with all safety, structural, lighting, and ADA requirements.
d. Reporting and Closeout
• Submittal of photographic documentation, invoices, inspection records, and any required progress or final reports to the funding agency or grant administrator.

3. Project Locations
.
.

Item 11 Page 9 of 242
No. Street and Cross Street Metro Stop
ID
Direction
of Travel
Corner
Placement

1. Santa Fe / 27th 5531 N SE

2. Soto / 26th 5558 N NE

3. Soto / 46th 5560 N SE

4. Soto / 54th 5562 N SE

5. Slauson / Boyle 10200 W NE

6. Pacific / Leonis 12708 S SE

7. Santa Fe / 27th 13919 S NW

8. Soto / 26th 13947 S NW

9. Soto / 46th 13949 S NW

10. Santa Fe / 30th 5532 N SE

4. Shelter Design, Specifications
The key specifications are as follows:
• Amenities: Shade structure/bus shelters, seating or bench area, solar kit for night-time lighting, trash receptacle
• Vernon will opt to have Metro install real-time epaper display

5. Project Schedule
The Project shall be executed in accordance with the following schedule. The City shall notify the funding agency in writing upon the completion of each phase and submit the requisite documentation in a timely manner:

Project Phase Target Completion Date
(Month/Year)
Site Assessments/Design February 2026
Shelter Procurement (excluding digital boards) June 2026 Site Preparation August 2026
Shelter Installation November 2026
Project Closeout and Final Reporting February 2027
.
.

Item 11 Page 10 of 242

FRONT VIEW
SCALE 1/2" = 1'-0"

SIDE VIEW
SCALE 1/2" = 1'-0"

SIDE VIEW
SCALE 1/2" = 1'-0"

TOP VIEW
SCALE 1/2" = 1'-0"

SECTION A-A
SCALE 1/2" = 1'-0"

DETAIL A
SCALE 2" = 1'-0"

DETAIL B
SCALE 2" = 1'-0"
A A
A
B
1 1
2 2
3 3
4 4
5 5
6 6
7 7
8 8
A A
B B
C C
D D

DESCRIPTION

CUSTOMER/VENDOR
MATL.

SCALE
SIZE
DATE DRAWN BY:

DWG NO.

TOLAR MANUFACTURING COMPANY, INC
258 Mariah Circle, Corona CA. 92879
REV
16NASIGPMFASCIA

CITY OF VERNON, CA
D
VARIES
56714-00 -
AS NOTED 11/21/2025 RFarr
T:\Inventor\Shelters\Non-Ad Custom Dome\56714-00.idw

THE DESIGN AND DRAWINGS REMAIN THE
INTELLECTUAL PROPERTY OF TOLAR MFG.

AND ARE PROTECTED BY LAW. THEY MAY

NOT BE ALTERED, REPRODUCED OR USED

FOR FABRICATION WITHOUT EXPRESSED
WRITTEN CONSENT FROM TOLAR MFG.

ALL DOCUMENTS TO BE RETURNED TO
TOLAR MFG.. AT COMPLETION OF WORK.

CONTRACTOR TO SITE VERIFY ALL DETAILS

AND DIMENSIONS AND REPORT ANY AND
ALL DISCREPANCIES TO TOLAR MFG..

BEFORE COMMENCING WITH THAT RELATED
PORTION OF THE WORK.

PAGE:
1 OF 2
GENERAL NOTES:

1. ALL STRUCTURAL STEEL, UNLESS OTHERWISE NOTED, SHALL BE ASTM A-36, MINIMUM YIELD STRENGTH 36,000 PSI.

2. ALL STRUCTURAL ALUMINUM MEMBERS, UNLESS OTHERWISE NOTED, SHALL BE OF ALLOY 6063-T5 OR GREATER.

3. ALL HOLES TO BE DRILLED OR PUNCHED.

4. STEEL WELDING SHALL CONFORM TO AMERICAN WELDING SOCIETY STANDARD D1. 1-10.

ELECTRODES SHALL CONFORM TO AWS 5.1, CLASS E70S-5.

5. ALUMINUM WELDING SHALL CONFORM TO AMERICAN WELDING SOCIETY STANDARD D1. 2-08. ELECTRODES SHALL CONFORM TO AWS/SFA 5.10 CLASS ER4043.

6. ALL WELDING TO BE DONE AT TOLAR MANUFACTURING COMPANY, INC. FACILITY.

7. ALL CORPORATE PROCEDURES, INCLUDING FABRICATION, MUST BE IN COMPLIANCE WITH TOLAR MANUFACTURING CO. INC'S QUALITY CONTROL MANUAL

8. THE CONCRETE PAD SIZES SHOWN ARE STANDARD MINIMUM REQUIREMENTS FOR THE STRUCTURE AND ARE FOR REFERENCE ONLY. THE PAD MAY NEED TO BE REINFORCED

OR ENLARGED DEPENDING ON LOCAL CODES AND LOADING CONDITIONS AND DOES NOT INCLUDE ADA CLEAR PATH REQUIREMENTS.
6"
3" MIN. EMBED.
#4 REBAR @ 12" OCEW

REAR WALL TUBING WELDMENT,
2-1/2 ROUND ALUMINUM TUBE ENCAPSULATING
1/8 THK ALUMINUM PERF.

USC RMS100 SOLAR SYSTEM
W/ 8W LED LIGHT STRIP ROOF

ILLUMINATION
Ø8 1/2" LOGO PLAQUE W/ VINYL DECAL
(APPLIED TO BOTH SIDES)

ARTWORK PROVIDED BY CUSTOMER

ON UPSTREAM/ DOWNSTREAM

ROOF PANELS,
1/8" THICK ALUMINUM SHEET
8'-5"
8'-9 7/8"
5'-9 3/16"
15'-2 1/2"
6'-8" CLEARANCE
6" MIN. FROM EDGE OF

CONCRETE TO EDGE
OF SHOE FLANGE TYP.

ALL DIRECTIONS
15'- 1/2"
15'-10"
16'-10" MIN. CONCRETE SLAB
3'-1 1/8" 2'-3 11/16"
6'-0" MIN. CONCRETE SLAB
1'-6"
36 X 48 ADA
5' MESA BENCH WITH ENHANCED SEAT DELINEATORS
AND BLACK PLASTIC SLATS X2

TRASH RECEPTACLE,
32 GAL. W/ HARD RUBBER LINER

AND DOOR W/ DOME LID

FRONT BANNER,
1/8" ALUM. SHEET
8"
5"
5" n9 1/2" x 1/2" THICK ALUMINUM PLATE

ANCHORS,
HILTI KWIK BOLT TZ2
Ø1/2 X 4-1/2 SS304
.
.

Item 11 Page 11 of 242
1 1
2 2
3 3
4 4
5 5
6 6
7 7
8 8
A A
B B
C C
D D

DESCRIPTION

CUSTOMER/VENDOR
MATL.

SCALE
SIZE
DATE DRAWN BY:

DWG NO.

TOLAR MANUFACTURING COMPANY, INC
258 Mariah Circle, Corona CA. 92879
REV

CITY OF VERNON, CA
D
VARIES
AS NOTED 11/21/2025 RFarr
T:\Inventor\Shelters\Non-Ad Custom Dome\56714-00.idw

THE DESIGN AND DRAWINGS REMAIN THE
INTELLECTUAL PROPERTY OF TOLAR MFG.

AND ARE PROTECTED BY LAW. THEY MAY

NOT BE ALTERED, REPRODUCED OR USED

FOR FABRICATION WITHOUT EXPRESSED
WRITTEN CONSENT FROM TOLAR MFG.

ALL DOCUMENTS TO BE RETURNED TO
TOLAR MFG.. AT COMPLETION OF WORK.

CONTRACTOR TO SITE VERIFY ALL DETAILS

AND DIMENSIONS AND REPORT ANY AND
ALL DISCREPANCIES TO TOLAR MFG..

BEFORE COMMENCING WITH THAT RELATED
PORTION OF THE WORK.

PAGE:
2 OF 2
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Item 11 Page 12 of 242
Attachment B: Financial Plan

1. Financial Commitment
The City of Vernon (“Sub-Grantee”) hereby commits to implementing the Vernon Bus Shelter Installation Project (“Project”) in accordance with this Financial Plan. The total funding allocation shall be used exclusively for eligible expenditures directly related to the scope of work outlined in Attachment A. Under no circumstances shall Project funds be used to supplant other budgeted expenditures or projects not specifically identified within this agreement.

All expenditures shall be incurred, documented, and reported in accordance with generally accepted accounting principles, applicable grant compliance requirements, and relevant provisions of the California Government Code. The City shall maintain detailed records of all expenditures for audit and reporting purposes.

2. Project Budget and Cost Allocation
Activity Estimated Cost Fiscal Year
Expended
Bus Shelter Procurement (10 units) $119,311.50 FY26-27
Site Preparation $21,000.00 FY 26-27
Installation and Labor $220,0000.00 FY27-28
Project Management $30,000.00 FY27-28
Contingency 10% $52,000.00 FY27-28
Total Project Cost $519,311.50 FY 27-28
The City shall submit quarterly expenditure reports and payment requests in accordance with the funding agency’s prescribed schedule and shall promptly notify the Metro (“agency”) of any material changes in project cost, scope, or delivery timelines. .
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Item 11 Page 13 of 242
ATTACHMENT C: Please use this template to craft your quarterly reports on your bus shelter progress for the SELA TIP.

Southeast Los Angeles Transit Improvement Program (SELA TIP) Quarterly Report
Agency:_____________________________________ Reporting period end date: ___________________ Stop No. Intersection Direction/Corner Status
Expenditures
Budget amount: $
Expenditures this period: $
Prior expenditures: $
Budget remaining: $
Narrative
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Item 11 Page 14 of 242
ATTACHMENT C: Please use this template to craft your quarterly reports on your bus shelter progress for the SELA TIP.

Instructions
Add more rows to or delete rows from the stop table as required, based on the number of stops approved for inclusion.

Stop Number and Intersection: These should match the lists provided for Attachment A.

Direction/Corner:

Direction is northbound, southbound, eastbound, or westbound. Corner is nearside (before the intersection), farside (after the intersection), or midblock.

Abbreviate direction as NB, SB, EB, or WB, for the direction of travel of the street (not necessarily the bus line).

Abbreviate corner as NS, FS, or M.

Final should look like this: EB/NS is a nearside bus stop on the eastbound side of the street.

Status -- record as one of the following:
• Not Started
• Planning
• Construction
• Installed
Expenditures: please provide copies of invoices/receipts for Expenditures this period.

Narrative: Provide here a description of successes, challenges, lessons learned, upcoming milestones, or anything else that you would like to share with Metro about this project. These comments may be used in our reporting to the Metro Board or State of California on grant progress.

They will also inform our processes for similar projects in the future. .
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Item 11 Page 15 of 242
LPP-P-2324-14B
6/28/2024
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Item 11 Page 16 of 242
..

Item 11 Page 17 of 242
LPP-P-2324-14B
07/08/2024
Tanisha Taylor
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Item 11 Page 18 of 242
7 B. Fact Sheet
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Item 11 Page 19 of 242
Southeast Los Angeles Transit Improvements Project
SB1 LPP-Competitive Cycle 3 Project
SB1 Project Baseline Agreement – Scope, Schedule, Costs, Benefits PPNOs (5 segments) :-- LP011A, LP011B, LP011C, LP011D, LP011E Project Location :-- Multiple Metro NextGen Tier One and Tier two bus line corridors throughout southeast Los Angeles County along the I-710 corridor Total Project Cost = $31,130,000 ; LPP-Competitive Funding = $14,500,000 LA Metro website – Projects :-- https://www.metro.net/projects/

LP011A - Scope, Schedule, Costs, Benefits
Scope :-- The purchase, design, and installation of cloud-based transit signal priority in NextGen Tier 1 and 2 high frequency corridors throughout the I-710 South communities in southeast Los Angeles County to improve bus service with speed and reliability infrastructure and enhanced customer amenities. The project will be delivered via the design-build method.

Schedule :--
PA&ED (Environmental) Begin = 06/01/2023 End = 07/01/2023 PS&E (Design) Begin = 12/01/2024 End = 06/01/2026
ROW-Certification Begin = 11/01/2024 End = 11/30/2024
Construction (Contract) Begin = 07/01/2026 End = 12/01/2027 Costs (Funding) :-- Total = $6.63M (Local) – FY 24/25 ; LPP-C = $0 Benefits/Outputs :-- TMS – Transit Signal Priority (TSP) = 114 each .
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Item 11 Page 20 of 242
Southeast Los Angeles Transit Improvements Project
SB1 LPP-Competitive Cycle 3 Project
SB1 Project Baseline Agreement – Scope, Schedule, Costs, Benefits LP011B - Scope, Schedule, Costs, Benefits
Scope :-- The purchase and installation of bus shelters with real-time display and security lighting in NextGen Tier 1 and 2 high frequency corridors throughout the I-710 South communities in southeast Los Angeles County to improve bus service with speed and reliability infrastructure and enhanced customer amenities.

Schedule :--
PA&ED (Environmental) Begin = 06/01/2023 End = 07/01/2023 PS&E (Design) Begin = 07/02/2023 End = 01/31/2025
ROW-Certification Begin = 07/02/2023 End = 01/31/2025
Construction (Contract) Begin = 04/01/2025 End = 09/01/2027 Costs (Funding) :-- Total = $6M – FY 24/25 ; LPP-C = $3M Benefits/Outputs :-- Rail/Multi-Modal – Station Improvements = 100 each LP011C - Scope, Schedule, Costs, Benefits
Scope :-- The purchase and installation of solar-powered lighting upgrades in NextGen Tier 1 and 2 high frequency corridors throughout the I-710 South communities in southeast Los Angeles County to improve bus service with speed and reliability infrastructure and enhanced customer amenities.

Schedule :--
PA&ED (Environmental) Begin = 06/01/2023 End = 07/01/2023 PS&E (Design) Begin = 07/02/2023 End = 08/02/2024
ROW-Certification Begin = 07/02/2023 End = 08/02/2024
Construction (Contract) Begin = 12/01/2024 End = 06/30/2026 Costs (Funding) :-- Total = $500K – FY 24/25 ; LPP-C = $250K Benefits/Outputs :-- Rail/Multi-Modal – Station Improvements = 100 each .
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Item 11 Page 21 of 242
STATE OF CALIFORNIA • DEPARTMENT OF TRANSPORTATION

PROJECT PROGRAMMING REQUEST (PPR)
PRG-0010 (REV 08/2020)
ePPR-6065-2023-0051 v0
PPR ID
Amendment (Existing Project) YES NO Date 05/13/2024 17:27:50 Programs LPP-C LPP-F SCCP TCEP STIP Other
07 District EA Project ID
LP011A
PPNO
Los Angeles County Metropolitan Transportation Authority Nominating Agency
Co-Nominating Agency
SCAG
MPO
Mass Transit (MT)
Element

TYRONE CRUMP
Project Manager/Contact
213-547-4377
Phone
[email protected]
Email Address
Southeast Los Angeles Transit Improvements Project (Transit Signal Priority) Project Title
County Route PM Back PM Ahead
Los Angeles County
The purchase, design, and installation of cloud-based transit signal priority in NextGen Tier 1 and 2 high frequency corridors throughout the I-710 South communities in southeast Los Angeles County to improve bus service with speed and reliability infrastructure and enhanced customer amenities. The project will be delivered via the design-build method.

Location (Project Limits), Description (Scope of Work)
Component Implementing Agency
PA&ED Los Angeles County Metropolitan Transportation Authority PS&E Los Angeles County Metropolitan Transportation Authority Right of Way Los Angeles County Metropolitan Transportation Authority Construction Los Angeles County Metropolitan Transportation Authority Legislative Districts
Assembly: 64,51,53,58,63 Senate: 32,33,35,24 Congressional: 34,38,40,44 Project Milestone Existing Proposed
Project Study Report Approved
Begin Environmental (PA&ED) Phase 06/01/2023
Circulate Draft Environmental Document Document Type CE 06/01/2023 Draft Project Report 06/01/2023
End Environmental Phase (PA&ED Milestone) 07/01/2023
Begin Design (PS&E) Phase 12/01/2024
End Design Phase (Ready to List for Advertisement Milestone) 06/01/2026 Begin Right of Way Phase 11/01/2024
End Right of Way Phase (Right of Way Certification Milestone) 11/30/2024 Begin Construction Phase (Contract Award Milestone) 07/01/2026 End Construction Phase (Construction Contract Acceptance Milestone) 12/01/2027 Begin Closeout Phase 01/01/2028
End Closeout Phase (Closeout Report) 06/01/2028
X
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Item 11 Page 22 of 242
STATE OF CALIFORNIA • DEPARTMENT OF TRANSPORTATION

PROJECT PROGRAMMING REQUEST (PPR)
PRG-0010 (REV 08/2020)
ePPR-6065-2023-0051 v0
PPR ID
Date 05/13/2024 17:27:50
The Project is part of Metro’s commitment to creating an equitable, shared I-710 South Corridor transportation system that provides safe, quality multimodal options for moving people that will foster clean air and sustainable communities for all residents, communities, and users in the corridor who have long suffered from health and mobility issues caused by growing congestion along and near the freeway. The Project’s improvements implement several of Metro’s programs and plans for transforming the speed and reliability, customer experience, and zero emission operations of bus service.

Purpose and Need
NHS Improvements YES NO Roadway Class NA Reversible Lane Analysis YES NO Inc. Sustainable Communities Strategy Goals YES NO Reduce Greenhouse Gas Emissions YES NO Project Outputs
Category Outputs Unit Total
TMS (Traffic Management Systems) Transit Signal Priority (TSP) EA 114 .
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Item 11 Page 23 of 242
STATE OF CALIFORNIA • DEPARTMENT OF TRANSPORTATION

PROJECT PROGRAMMING REQUEST (PPR)
PRG-0010 (REV 08/2020)
ePPR-6065-2023-0051 v0
PPR ID
Date 05/13/2024 17:27:50
Categorical Exemption (CE) is shown as 'Document Type' under Project Milestones but the actual exempt status is Statutory Exemption (SE).

SE was not listed as an option in the drop-down list.

There is no Right-of-Way phase proposed, as all Right-of-Way is within LA Metro’s, Caltrans, or City jurisdictions existing Right-of-Way and no additional acquisition is required.

While the Project depends on all of the separate contracted components, LA Metro acknowledges the LPP-C funding will be applied to the bus shelters, solar lighting, terminal/layover, and zero emission bus charging infrastructure improvements only. No LPP-C funds are proposed for the transit signal priority component.

Additional Information
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Item 11 Page 24 of 242
STATE OF CALIFORNIA • DEPARTMENT OF TRANSPORTATION

PROJECT PROGRAMMING REQUEST (PPR)
PRG-0010 (REV 08/2020)
ePPR-6065-2023-0051 v0
PPR ID
Performance Indicators and Measures
Measure Required For Indicator/Measure Unit Build Future No Build Change Performance Indicators and Measures
Measure Required For Indicator/Measure Unit Build Future No Build Change Congestion
Reduction

LPPC, SCCP,
LPPF
Change in Daily Vehicle Miles
Travelled
Miles 0 0 0
VMT per Capita 0 0 0

LPPC, SCCP,
LPPF
Person Hours of Travel Time Saved
(Only ‘Change’ required)
Person Hours -192,064 0 -192,064
Hours per Capita 788,223 725,165 63,058
Throughput
(Freight) Optional Bicyclist/ Pedestrian Screen Line
Counts
# of Bikes 0 0 0
# of Pedestrians 0 0 0
System
Reliability
(Freight)

LPPC, SCCP,
LPPF
Peak Period Travel Time Reliability
Index (Only ‘No Build’ Required) Index 0 0 0

LPPC, SCCP,
LPPF Level of Transit Delay (if required) % "On-time" 0 0 0 Air Quality &
GHG (only
‘Change’
required)

LPPC, SCCP,

TCEP, LPPF
Particulate Matter PM 2.5 Tons 5.36 5.64 -0.28
PM 10 Tons 5.36 5.64 -0.28

LPPC, SCCP,
TCEP, LPPF Carbon Dioxide (CO2) Tons 4,113 71,030 -66,917

LPPC, SCCP,
TCEP, LPPF Volatile Organic Compounds (VOC) Tons 0 2.63 -2.63

LPPC, SCCP,
TCEP, LPPF Sulphur Dioxides (SOx) Tons 0 0.51 -0.51

LPPC, SCCP,
TCEP, LPPF Carbon Monoxide (CO) Tons 0 1,102 -1,102

LPPC, SCCP,
TCEP, LPPF Nitrogen Oxides (NOx) Tons 0 7.13 -7.13
Safety LPPC, SCCP,
TCEP, LPPF Number of Fatalities Number 0 0 0

LPPC, SCCP,
TCEP, LPPF Fatalities per 100 Million VMT Number 0 0 0

LPPC, SCCP,
TCEP, LPPF Number of Serious Injuries Number 0 0 0

LPPC, SCCP,

TCEP, LPPF
Number of Serious Injuries per 100
Million VMT Number 0 0 0
Accessibility Optional Number of Jobs Accessible by Mode Number 0 0 0 Optional Number of Destinations Accessible by
Mode Number 0 0 0
Optional
Percent of Population Defined as Low
Income or Disadvantaged Within 1/2
Mile of Rail Station, Ferry Terminal, or
High-Frequency Bus Stop
% 0 0 0
Economic
Development

LPPC, SCCP,
TCEP, LPPF Jobs Created (Only ‘Build’ Required) Number 362.4 0 362.4 Cost
Effectiveness
(only ‘Change’
required)

LPPC, SCCP,

TCEP, LPPF
Cost Benefit Ratio
Ratio 4.36 0 4.36
.
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Item 11 Page 25 of 242
STATE OF CALIFORNIA • DEPARTMENT OF TRANSPORTATION

PROJECT PROGRAMMING REQUEST (PPR)
PRG-0010 (REV 08/2020)
ePPR-6065-2023-0051 v0
PPR ID
Performance Indicators and Measures
Measure Required For Indicator/Measure Unit Build Future No Build Change System
Preservation
Pavement
Optional Pavement Condition Index Index 0 0 0
Rating NA NA
System
Preservation
Bridges
Optional Bridge Deck Rating Rating NA NA
Optional Bridge Superstructure Rating Rating NA NA
Optional Bridge Substructure Rating Rating NA NA
Noise Level
(Soundwalls
Only)
Optional Number of Receptors Number 0 0 0
Optional Properties Directly Benefited Number 0 0 0
Optional Number of Decibels Number 0 0 0
Vehicle
Volume

LPPC, LPPF,
SCCP
Existing Average Annual Vehicle
Volume on Project Segment Number 0 0 0

LPPC, LPPF,
SCCP
Estimated Year 20 Average Annual
Vehicle Volume on Project Segment
with Project
Number 0 0 0
.
.

Item 11 Page 26 of 242
STATE OF CALIFORNIA • DEPARTMENT OF TRANSPORTATION

PROJECT PROGRAMMING REQUEST (PPR)
PRG-0010 (REV 08/2020)
ePPR-6065-2023-0051 v0
PPR ID
07 District EA Project ID
LP011A
PPNO
Los Angeles County
County Route
Southeast Los Angeles Transit Improvements Project (Transit Signal Priority) Project Title
Existing Total Project Cost ($1,000s)
Component Prior 23-24 24-25 25-26 26-27 27-28 28-29+ Total Implementing Agency E&P (PA&ED) Los Angeles County Metropolitan Tra
PS&E Los Angeles County Metropolitan Tra
R/W SUP (CT) Los Angeles County Metropolitan Tra
CON SUP (CT) Los Angeles County Metropolitan Tra
R/W Los Angeles County Metropolitan Tra
CON Los Angeles County Metropolitan Tra
TOTAL
Proposed Total Project Cost ($1,000s) Notes

E&P (PA&ED)
PS&E

R/W SUP (CT)

CON SUP (CT)
R/W
CON 6,630 6,630
TOTAL 6,630 6,630
Fund #1: Local Funds - Local Measure (Committed) Program Code Existing Funding ($1,000s)
Component Prior 23-24 24-25 25-26 26-27 27-28 28-29+ Total

E&P (PA&ED)
PS&E

R/W SUP (CT)

CON SUP (CT)
R/W
CON
TOTAL
Los Angeles County Metropolitan Tra
Funding Agency
Proposed Funding ($1,000s) Notes

E&P (PA&ED)
PS&E

R/W SUP (CT)

CON SUP (CT)
R/W
CON 6,630 6,630
TOTAL 6,630 6,630
.
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Item 11 Page 27 of 242
STATE OF CALIFORNIA • DEPARTMENT OF TRANSPORTATION

PROJECT PROGRAMMING REQUEST (PPR)
PRG-0010 (REV 08/2020)
ePPR-6065-2023-0051 v0
PPR ID
Fund #2: State SB1 LPP - Local Partnership Program - Competitive program (Committed) Program Code Existing Funding ($1,000s)
Component Prior 23-24 24-25 25-26 26-27 27-28 28-29+ Total

E&P (PA&ED)
PS&E

R/W SUP (CT)

CON SUP (CT)
R/W
CON
TOTAL
Los Angeles County Metropolitan Tra
Funding Agency
LPP-C funds are not proposed for
this component.

Proposed Funding ($1,000s) Notes

E&P (PA&ED)
PS&E

R/W SUP (CT)

CON SUP (CT)
R/W
CON
TOTAL
.
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Item 11 Page 28 of 242
STATE OF CALIFORNIA • DEPARTMENT OF TRANSPORTATION

PROJECT PROGRAMMING REQUEST (PPR)
PRG-0010 (REV 08/2020)
ePPR-6065-2023-0056 v0
PPR ID
Amendment (Existing Project) YES NO Date 05/13/2024 17:22:40 Programs LPP-C LPP-F SCCP TCEP STIP Other
07 District EA Project ID
LP011B
PPNO
Los Angeles County Metropolitan Transportation Authority Nominating Agency
Co-Nominating Agency
SCAG
MPO
Mass Transit (MT)
Element

TYRONE CRUMP
Project Manager/Contact
213-547-4377
Phone
[email protected]
Email Address
Southeast Los Angeles Transit Improvements Project (Bus Shelters) Project Title
County Route PM Back PM Ahead
Los Angeles County
The purchase and installation of bus shelters with real-time display and security lighting in NextGen Tier 1 and 2 high frequency corridors throughout the I-710 South communities in southeast Los Angeles County to improve bus service with speed and reliability infrastructure and enhanced customer amenities.

Location (Project Limits), Description (Scope of Work)
Component Implementing Agency
PA&ED Los Angeles County Metropolitan Transportation Authority PS&E Los Angeles County Metropolitan Transportation Authority Right of Way Los Angeles County Metropolitan Transportation Authority Construction Los Angeles County Metropolitan Transportation Authority Legislative Districts
Assembly: 64,51,53,58,63 Senate: 32,33,35,24 Congressional: 34,38,40,44 Project Milestone Existing Proposed
Project Study Report Approved
Begin Environmental (PA&ED) Phase 06/01/2023
Circulate Draft Environmental Document Document Type CE 06/01/2023 Draft Project Report 06/01/2023
End Environmental Phase (PA&ED Milestone) 07/01/2023
Begin Design (PS&E) Phase 07/02/2023
End Design Phase (Ready to List for Advertisement Milestone) 01/31/2025 Begin Right of Way Phase 07/02/2023
End Right of Way Phase (Right of Way Certification Milestone) 01/31/2025 Begin Construction Phase (Contract Award Milestone) 04/01/2025 End Construction Phase (Construction Contract Acceptance Milestone) 09/01/2027 Begin Closeout Phase 09/02/2027
End Closeout Phase (Closeout Report) 02/28/2028
X
.
.

Item 11 Page 29 of 242
STATE OF CALIFORNIA • DEPARTMENT OF TRANSPORTATION

PROJECT PROGRAMMING REQUEST (PPR)
PRG-0010 (REV 08/2020)
ePPR-6065-2023-0056 v0
PPR ID
Date 05/13/2024 17:22:40
The Project is part of Metro’s commitment to creating an equitable, shared I-710 South Corridor transportation system that provides safe, quality multimodal options for moving people that will foster clean air and sustainable communities for all residents, communities, and users in the corridor who have long suffered from health and mobility issues caused by growing congestion along and near the freeway. The Project’s improvements implement several of Metro’s programs and plans for transforming the speed and reliability, customer experience, and zero emission operations of bus service.

Purpose and Need
NHS Improvements YES NO Roadway Class NA Reversible Lane Analysis YES NO Inc. Sustainable Communities Strategy Goals YES NO Reduce Greenhouse Gas Emissions YES NO Project Outputs
Category Outputs Unit Total
Rail/ Multi-Modal Station improvements EA 100
.
.

Item 11 Page 30 of 242
STATE OF CALIFORNIA • DEPARTMENT OF TRANSPORTATION

PROJECT PROGRAMMING REQUEST (PPR)
PRG-0010 (REV 08/2020)
ePPR-6065-2023-0056 v0
PPR ID
Date 05/13/2024 17:22:40
Categorical Exemption (CE) is shown as 'Document Type' under Project Milestones but the actual exempt status is Statutory Exemption (SE).

SE was not listed as an option in the drop-down list.

There is no Right-of-Way phase proposed, as all Right-of-Way is within LA Metro’s, Caltrans, or City jurisdictions existing Right-of-Way and no additional acquisition is required.

While the Project depends on all of the separate contracted components, LA Metro acknowledges the LPP-C funding will be applied to the bus shelters, solar lighting, terminal/layover, and zero emission bus charging infrastructure improvements only. No LPP-C funds are proposed for the transit signal priority component.

Additional Information
.
.

Item 11 Page 31 of 242
STATE OF CALIFORNIA • DEPARTMENT OF TRANSPORTATION

PROJECT PROGRAMMING REQUEST (PPR)
PRG-0010 (REV 08/2020)
ePPR-6065-2023-0056 v0
PPR ID
Performance Indicators and Measures
Measure Required For Indicator/Measure Unit Build Future No Build Change Performance Indicators and Measures
Measure Required For Indicator/Measure Unit Build Future No Build Change Congestion
Reduction

LPPC, SCCP,
LPPF
Change in Daily Vehicle Miles
Travelled
Miles 0 0 0
VMT per Capita 0 0 0

LPPC, SCCP,
LPPF
Person Hours of Travel Time Saved
(Only ‘Change’ required)
Person Hours -192,064 0 -192,064
Hours per Capita 788,223 725,165 63,058
Throughput
(Freight) Optional Bicyclist/ Pedestrian Screen Line
Counts
# of Bikes 0 0 0
# of Pedestrians 0 0 0
System
Reliability
(Freight)

LPPC, SCCP,
LPPF
Peak Period Travel Time Reliability
Index (Only ‘No Build’ Required) Index 0 0 0

LPPC, SCCP,
LPPF Level of Transit Delay (if required) % "On-time" 0 0 0 Air Quality &
GHG (only
‘Change’
required)

LPPC, SCCP,

TCEP, LPPF
Particulate Matter PM 2.5 Tons 5.36 5.64 -0.28
PM 10 Tons 5.36 5.64 -0.28

LPPC, SCCP,
TCEP, LPPF Carbon Dioxide (CO2) Tons 4,113 71,030 -66,917

LPPC, SCCP,
TCEP, LPPF Volatile Organic Compounds (VOC) Tons 0 2.63 -2.63

LPPC, SCCP,
TCEP, LPPF Sulphur Dioxides (SOx) Tons 0 0.51 -0.51

LPPC, SCCP,
TCEP, LPPF Carbon Monoxide (CO) Tons 0 1,102 -1,102

LPPC, SCCP,
TCEP, LPPF Nitrogen Oxides (NOx) Tons 0 7.13 -7.13
Safety LPPC, SCCP,
TCEP, LPPF Number of Fatalities Number 0 0 0

LPPC, SCCP,
TCEP, LPPF Fatalities per 100 Million VMT Number 0 0 0

LPPC, SCCP,
TCEP, LPPF Number of Serious Injuries Number 0 0 0

LPPC, SCCP,

TCEP, LPPF
Number of Serious Injuries per 100
Million VMT Number 0 0 0
Accessibility Optional Number of Jobs Accessible by Mode Number 0 0 0 Optional Number of Destinations Accessible by
Mode Number 0 0 0
Optional
Percent of Population Defined as Low
Income or Disadvantaged Within 1/2
Mile of Rail Station, Ferry Terminal, or
High-Frequency Bus Stop
% 0 0 0
Economic
Development

LPPC, SCCP,
TCEP, LPPF Jobs Created (Only ‘Build’ Required) Number 362.4 0 362.4 Cost
Effectiveness
(only ‘Change’
required)

LPPC, SCCP,

TCEP, LPPF
Cost Benefit Ratio
Ratio 4.36 0 4.36
.
.

Item 11 Page 32 of 242
STATE OF CALIFORNIA • DEPARTMENT OF TRANSPORTATION

PROJECT PROGRAMMING REQUEST (PPR)
PRG-0010 (REV 08/2020)
ePPR-6065-2023-0056 v0
PPR ID
Performance Indicators and Measures
Measure Required For Indicator/Measure Unit Build Future No Build Change System
Preservation
Pavement
Optional Pavement Condition Index Index 0 0 0
Rating NA NA
System
Preservation
Bridges
Optional Bridge Deck Rating Rating NA NA
Optional Bridge Superstructure Rating Rating NA NA
Optional Bridge Substructure Rating Rating NA NA
Noise Level
(Soundwalls
Only)
Optional Number of Receptors Number 0 0 0
Optional Properties Directly Benefited Number 0 0 0
Optional Number of Decibels Number 0 0 0
Vehicle
Volume

LPPC, LPPF,
SCCP
Existing Average Annual Vehicle
Volume on Project Segment Number 0 0 0

LPPC, LPPF,
SCCP
Estimated Year 20 Average Annual
Vehicle Volume on Project Segment
with Project
Number 0 0 0
.
.

Item 11 Page 33 of 242
STATE OF CALIFORNIA • DEPARTMENT OF TRANSPORTATION

PROJECT PROGRAMMING REQUEST (PPR)
PRG-0010 (REV 08/2020)
ePPR-6065-2023-0056 v0
PPR ID
07 District EA Project ID
LP011B
PPNO
Los Angeles County
County Route
Southeast Los Angeles Transit Improvements Project (Bus Shelters) Project Title
Existing Total Project Cost ($1,000s)
Component Prior 23-24 24-25 25-26 26-27 27-28 28-29+ Total Implementing Agency E&P (PA&ED) Los Angeles County Metropolitan Tra
PS&E Los Angeles County Metropolitan Tra
R/W SUP (CT) Los Angeles County Metropolitan Tra
CON SUP (CT) Los Angeles County Metropolitan Tra
R/W Los Angeles County Metropolitan Tra
CON Los Angeles County Metropolitan Tra
TOTAL
Proposed Total Project Cost ($1,000s) Notes

E&P (PA&ED)
PS&E

R/W SUP (CT)

CON SUP (CT)
R/W
CON 6,000 6,000
TOTAL 6,000 6,000
Fund #1: State SB1 LPP - Local Partnership Program - Competitive program (Committed) Program Code Existing Funding ($1,000s)
Component Prior 23-24 24-25 25-26 26-27 27-28 28-29+ Total

E&P (PA&ED)
PS&E

R/W SUP (CT)

CON SUP (CT)
R/W
CON
TOTAL
Los Angeles County Metropolitan Tra
Funding Agency
Proposed Funding ($1,000s) Notes

E&P (PA&ED)
PS&E

R/W SUP (CT)

CON SUP (CT)
R/W
CON 3,000 3,000
TOTAL 3,000 3,000
.
.

Item 11 Page 34 of 242
STATE OF CALIFORNIA • DEPARTMENT OF TRANSPORTATION

PROJECT PROGRAMMING REQUEST (PPR)
PRG-0010 (REV 08/2020)
ePPR-6065-2023-0056 v0
PPR ID
Fund #2: Local Funds - Local Transportation Funds (Committed) Program Code Existing Funding ($1,000s)
Component Prior 23-24 24-25 25-26 26-27 27-28 28-29+ Total

E&P (PA&ED)
PS&E

R/W SUP (CT)

CON SUP (CT)
R/W
CON
TOTAL
Los Angeles County Metropolitan Tra
Funding Agency
Proposed Funding ($1,000s) Notes

E&P (PA&ED)
PS&E

R/W SUP (CT)

CON SUP (CT)
R/W
CON 3,000 3,000
TOTAL 3,000 3,000
.
.

Item 11 Page 35 of 242
STATE OF CALIFORNIA • DEPARTMENT OF TRANSPORTATION

PROJECT PROGRAMMING REQUEST (PPR)
PRG-0010 (REV 08/2020)
ePPR-6065-2023-0055 v0
PPR ID
Amendment (Existing Project) YES NO Date 05/13/2024 17:25:29 Programs LPP-C LPP-F SCCP TCEP STIP Other
07 District EA Project ID
LP011C
PPNO
Los Angeles County Metropolitan Transportation Authority Nominating Agency
Co-Nominating Agency
SCAG
MPO
Mass Transit (MT)
Element

TYRONE CRUMP
Project Manager/Contact
213-547-4377
Phone
[email protected]
Email Address
Southeast Los Angeles Transit Improvements Project (Lighting) Project Title
County Route PM Back PM Ahead
Los Angeles County
The purchase and installation of solar-powered lighting upgrades in NextGen Tier 1 and 2 high frequency corridors throughout the I-710 South communities in southeast Los Angeles County to improve bus service with speed and reliability infrastructure and enhanced customer amenities.

Location (Project Limits), Description (Scope of Work)
Component Implementing Agency
PA&ED Los Angeles County Metropolitan Transportation Authority PS&E Los Angeles County Metropolitan Transportation Authority Right of Way Los Angeles County Metropolitan Transportation Authority Construction Los Angeles County Metropolitan Transportation Authority Legislative Districts
Assembly: 64,51,53,58,63 Senate: 32,33,35,24 Congressional: 34,38,40,44 Project Milestone Existing Proposed
Project Study Report Approved
Begin Environmental (PA&ED) Phase 06/01/2023
Circulate Draft Environmental Document Document Type CE 06/01/2023 Draft Project Report 06/01/2023
End Environmental Phase (PA&ED Milestone) 07/01/2023
Begin Design (PS&E) Phase 07/02/2023
End Design Phase (Ready to List for Advertisement Milestone) 08/02/2024 Begin Right of Way Phase 07/02/2023
End Right of Way Phase (Right of Way Certification Milestone) 08/02/2024 Begin Construction Phase (Contract Award Milestone) 12/01/2024 End Construction Phase (Construction Contract Acceptance Milestone) 06/30/2026 Begin Closeout Phase 07/01/2026
End Closeout Phase (Closeout Report) 12/31/2026
X
.
.

Item 11 Page 36 of 242
STATE OF CALIFORNIA • DEPARTMENT OF TRANSPORTATION

PROJECT PROGRAMMING REQUEST (PPR)
PRG-0010 (REV 08/2020)
ePPR-6065-2023-0055 v0
PPR ID
Date 05/13/2024 17:25:29
The Project is part of Metro’s commitment to creating an equitable, shared I-710 South Corridor transportation system that provides safe, quality multimodal options for moving people that will foster clean air and sustainable communities for all residents, communities, and users in the corridor who have long suffered from health and mobility issues caused by growing congestion along and near the freeway. The Project’s improvements implement several of Metro’s programs and plans for transforming the speed and reliability, customer experience, and zero emission operations of bus service.

Purpose and Need
NHS Improvements YES NO Roadway Class NA Reversible Lane Analysis YES NO Inc. Sustainable Communities Strategy Goals YES NO Reduce Greenhouse Gas Emissions YES NO Project Outputs
Category Outputs Unit Total
Rail/ Multi-Modal Station improvements EA 100
.
.

Item 11 Page 37 of 242
STATE OF CALIFORNIA • DEPARTMENT OF TRANSPORTATION

PROJECT PROGRAMMING REQUEST (PPR)
PRG-0010 (REV 08/2020)
ePPR-6065-2023-0055 v0
PPR ID
Date 05/13/2024 17:25:29
Categorical Exemption (CE) is shown as 'Document Type' under Project Milestones but the actual exempt status is Statutory Exemption (SE).

SE was not listed as an option in the drop-down list.

There is no Right-of-Way phase proposed, as all Right-of-Way is within LA Metro’s, Caltrans, or City jurisdictions existing Right-of-Way and no additional acquisition is required.

While the Project depends on all of the separate contracted components, LA Metro acknowledges the LPP-C funding will be applied to the bus shelters, solar lighting, terminal/layover, and zero emission bus charging infrastructure improvements only. No LPP-C funds are proposed for the transit signal priority component.

Additional Information
.
.

Item 11 Page 38 of 242
STATE OF CALIFORNIA • DEPARTMENT OF TRANSPORTATION

PROJECT PROGRAMMING REQUEST (PPR)
PRG-0010 (REV 08/2020)
ePPR-6065-2023-0055 v0
PPR ID
Performance Indicators and Measures
Measure Required For Indicator/Measure Unit Build Future No Build Change Performance Indicators and Measures
Measure Required For Indicator/Measure Unit Build Future No Build Change Congestion
Reduction

LPPC, SCCP,
LPPF
Change in Daily Vehicle Miles
Travelled
Miles 0 0 0
VMT per Capita 0 0 0

LPPC, SCCP,
LPPF
Person Hours of Travel Time Saved
(Only ‘Change’ required)
Person Hours 788,223 725,165 63,058
Hours per Capita -192,064 0 -192,064
Throughput
(Freight) Optional Bicyclist/ Pedestrian Screen Line
Counts
# of Bikes 0 0 0
# of Pedestrians 0 0 0
System
Reliability
(Freight)

LPPC, SCCP,
LPPF
Peak Period Travel Time Reliability
Index (Only ‘No Build’ Required) Index 0 0 0

LPPC, SCCP,
LPPF Level of Transit Delay (if required) % "On-time" 0 0 0 Air Quality &
GHG (only
‘Change’
required)

LPPC, SCCP,

TCEP, LPPF
Particulate Matter PM 2.5 Tons 5.36 5.64 -0.28
PM 10 Tons 5.36 5.64 -0.28

LPPC, SCCP,
TCEP, LPPF Carbon Dioxide (CO2) Tons 4,113 71,030 -66,917

LPPC, SCCP,
TCEP, LPPF Volatile Organic Compounds (VOC) Tons 0 2.63 -2.63

LPPC, SCCP,
TCEP, LPPF Sulphur Dioxides (SOx) Tons 0 0.51 -0.51

LPPC, SCCP,
TCEP, LPPF Carbon Monoxide (CO) Tons 0 1,102 -1,102

LPPC, SCCP,
TCEP, LPPF Nitrogen Oxides (NOx) Tons 0 7.13 -7.13
Safety LPPC, SCCP,
TCEP, LPPF Number of Fatalities Number 0 0 0

LPPC, SCCP,
TCEP, LPPF Fatalities per 100 Million VMT Number 0 0 0

LPPC, SCCP,
TCEP, LPPF Number of Serious Injuries Number 0 0 0

LPPC, SCCP,

TCEP, LPPF
Number of Serious Injuries per 100
Million VMT Number 0 0 0
Accessibility Optional Number of Jobs Accessible by Mode Number 0 0 0 Optional Number of Destinations Accessible by
Mode Number 0 0 0
Optional
Percent of Population Defined as Low
Income or Disadvantaged Within 1/2
Mile of Rail Station, Ferry Terminal, or
High-Frequency Bus Stop
% 0 0 0
Economic
Development

LPPC, SCCP,
TCEP, LPPF Jobs Created (Only ‘Build’ Required) Number 362.4 0 362.4 Cost
Effectiveness
(only ‘Change’
required)

LPPC, SCCP,

TCEP, LPPF
Cost Benefit Ratio
Ratio 4.36 0 4.36
.
.

Item 11 Page 39 of 242
STATE OF CALIFORNIA • DEPARTMENT OF TRANSPORTATION

PROJECT PROGRAMMING REQUEST (PPR)
PRG-0010 (REV 08/2020)
ePPR-6065-2023-0055 v0
PPR ID
Performance Indicators and Measures
Measure Required For Indicator/Measure Unit Build Future No Build Change System
Preservation
Pavement
Optional Pavement Condition Index Index 0 0 0
Rating NA NA
System
Preservation
Bridges
Optional Bridge Deck Rating Rating NA NA
Optional Bridge Superstructure Rating Rating NA NA
Optional Bridge Substructure Rating Rating NA NA
Noise Level
(Soundwalls
Only)
Optional Number of Receptors Number 0 0 0
Optional Properties Directly Benefited Number 0 0 0
Optional Number of Decibels Number 0 0 0
Vehicle
Volume

LPPC, LPPF,
SCCP
Existing Average Annual Vehicle
Volume on Project Segment Number 0 0 0

LPPC, LPPF,
SCCP
Estimated Year 20 Average Annual
Vehicle Volume on Project Segment
with Project
Number 0 0 0
.
.

Item 11 Page 40 of 242
STATE OF CALIFORNIA • DEPARTMENT OF TRANSPORTATION

PROJECT PROGRAMMING REQUEST (PPR)
PRG-0010 (REV 08/2020)
ePPR-6065-2023-0055 v0
PPR ID
07 District EA Project ID
LP011C
PPNO
Los Angeles County
County Route
Southeast Los Angeles Transit Improvements Project (Lighting) Project Title
Existing Total Project Cost ($1,000s)
Component Prior 23-24 24-25 25-26 26-27 27-28 28-29+ Total Implementing Agency E&P (PA&ED) Los Angeles County Metropolitan Tra
PS&E Los Angeles County Metropolitan Tra
R/W SUP (CT) Los Angeles County Metropolitan Tra
CON SUP (CT) Los Angeles County Metropolitan Tra
R/W Los Angeles County Metropolitan Tra
CON Los Angeles County Metropolitan Tra
TOTAL
Proposed Total Project Cost ($1,000s) Notes

E&P (PA&ED)
PS&E

R/W SUP (CT)

CON SUP (CT)
R/W
CON 500 500
TOTAL 500 500
Fund #1: State SB1 LPP - Local Partnership Program - Competitive program (Committed) Program Code Existing Funding ($1,000s)
Component Prior 23-24 24-25 25-26 26-27 27-28 28-29+ Total

E&P (PA&ED)
PS&E

R/W SUP (CT)

CON SUP (CT)
R/W
CON
TOTAL
Los Angeles County Metropolitan Tra
Funding Agency
Proposed Funding ($1,000s) Notes

E&P (PA&ED)
PS&E

R/W SUP (CT)

CON SUP (CT)
R/W
CON 250 250
TOTAL 250 250
.
.

Item 11 Page 41 of 242
STATE OF CALIFORNIA • DEPARTMENT OF TRANSPORTATION

PROJECT PROGRAMMING REQUEST (PPR)
PRG-0010 (REV 08/2020)
ePPR-6065-2023-0055 v0
PPR ID
Fund #2: Local Funds - Local Transportation Funds (Committed) Program Code Existing Funding ($1,000s)
Component Prior 23-24 24-25 25-26 26-27 27-28 28-29+ Total

E&P (PA&ED)
PS&E

R/W SUP (CT)

CON SUP (CT)
R/W
CON
TOTAL
Los Angeles County Metropolitan Tra
Funding Agency
Proposed Funding ($1,000s) Notes

E&P (PA&ED)
PS&E

R/W SUP (CT)

CON SUP (CT)
R/W
CON 250 250
TOTAL 250 250
.
.

Item 11 Page 42 of 242
STATE OF CALIFORNIA • DEPARTMENT OF TRANSPORTATION

PROJECT PROGRAMMING REQUEST (PPR)
PRG-0010 (REV 08/2020)
ePPR-6065-2023-0057 v0
PPR ID
Amendment (Existing Project) YES NO Date 05/13/2024 17:20:08 Programs LPP-C LPP-F SCCP TCEP STIP Other
07 District EA Project ID
LP011D
PPNO
Los Angeles County Metropolitan Transportation Authority Nominating Agency
Co-Nominating Agency
SCAG
MPO
Mass Transit (MT)
Element

TYRONE CRUMP
Project Manager/Contact
213-547-4377
Phone
[email protected]
Email Address
Southeast Los Angeles Transit Improvements Project (Termini/Layover) Project Title
County Route PM Back PM Ahead
Los Angeles County
The construction of civil works at bus termini/layovers at Norwalk, Artesia, and Compton Stations in NextGen Tier 1 and 2 high frequency corridors throughout the I-710 South communities in southeast Los Angeles County to improve bus service with speed and reliability infrastructure and enhanced customer amenities.

Location (Project Limits), Description (Scope of Work)
Component Implementing Agency
PA&ED Los Angeles County Metropolitan Transportation Authority PS&E Los Angeles County Metropolitan Transportation Authority Right of Way Los Angeles County Metropolitan Transportation Authority Construction Los Angeles County Metropolitan Transportation Authority Legislative Districts
Assembly: 64,51,53,58,63 Senate: 32,33,35,24 Congressional: 34,38,40,44 Project Milestone Existing Proposed
Project Study Report Approved
Begin Environmental (PA&ED) Phase 06/01/2023
Circulate Draft Environmental Document Document Type CE 06/01/2023 Draft Project Report 06/01/2023
End Environmental Phase (PA&ED Milestone) 12/01/2023
Begin Design (PS&E) Phase 01/01/2024
End Design Phase (Ready to List for Advertisement Milestone) 01/01/2025 Begin Right of Way Phase 01/01/2024
End Right of Way Phase (Right of Way Certification Milestone) 01/01/2025 Begin Construction Phase (Contract Award Milestone) 06/30/2025 End Construction Phase (Construction Contract Acceptance Milestone) 12/30/2026 Begin Closeout Phase 01/01/2027
End Closeout Phase (Closeout Report) 06/01/2027
X
.
.

Item 11 Page 43 of 242
STATE OF CALIFORNIA • DEPARTMENT OF TRANSPORTATION

PROJECT PROGRAMMING REQUEST (PPR)
PRG-0010 (REV 08/2020)
ePPR-6065-2023-0057 v0
PPR ID
Date 05/13/2024 17:20:08
The Project is part of Metro’s commitment to creating an equitable, shared I-710 South Corridor transportation system that provides safe, quality multimodal options for moving people that will foster clean air and sustainable communities for all residents, communities, and users in the corridor who have long suffered from health and mobility issues caused by growing congestion along and near the freeway. The Project’s improvements implement several of Metro’s programs and plans for transforming the speed and reliability, customer experience, and zero emission operations of bus service.

Purpose and Need
NHS Improvements YES NO Roadway Class NA Reversible Lane Analysis YES NO Inc. Sustainable Communities Strategy Goals YES NO Reduce Greenhouse Gas Emissions YES NO Project Outputs
Category Outputs Unit Total
Rail/ Multi-Modal Station improvements EA 3
.
.

Item 11 Page 44 of 242
STATE OF CALIFORNIA • DEPARTMENT OF TRANSPORTATION

PROJECT PROGRAMMING REQUEST (PPR)
PRG-0010 (REV 08/2020)
ePPR-6065-2023-0057 v0
PPR ID
Date 05/13/2024 17:20:08
Categorical Exemption (CE) is shown as 'Document Type' under Project Milestones but the actual exempt status is Statutory Exemption (SE).

SE was not listed as an option in the drop-down list.

There is no Right-of-Way phase proposed, as all Right-of-Way is within LA Metro’s, Caltrans, or City jurisdictions existing Right-of-Way and no additional acquisition is required.

While the Project depends on all of the separate contracted components, LA Metro acknowledges the LPP-C funding will be applied to the bus shelters, solar lighting, terminal/layover, and zero emission bus charging infrastructure improvements only. No LPP-C funds are proposed for the transit signal priority component.

Additional Information
.
.

Item 11 Page 45 of 242
STATE OF CALIFORNIA • DEPARTMENT OF TRANSPORTATION

PROJECT PROGRAMMING REQUEST (PPR)
PRG-0010 (REV 08/2020)
ePPR-6065-2023-0057 v0
PPR ID
Performance Indicators and Measures
Measure Required For Indicator/Measure Unit Build Future No Build Change Performance Indicators and Measures
Measure Required For Indicator/Measure Unit Build Future No Build Change Congestion
Reduction

LPPC, SCCP,
LPPF
Change in Daily Vehicle Miles
Travelled
Miles 0 0 0
VMT per Capita 0 0 0

LPPC, SCCP,
LPPF
Person Hours of Travel Time Saved
(Only ‘Change’ required)
Person Hours -192,064 0 -192,064
Hours per Capita 788,223 725,165 63,058
Throughput
(Freight) Optional Bicyclist/ Pedestrian Screen Line
Counts
# of Bikes 0 0 0
# of Pedestrians 0 0 0
System
Reliability
(Freight)

LPPC, SCCP,
LPPF
Peak Period Travel Time Reliability
Index (Only ‘No Build’ Required) Index 0 0 0

LPPC, SCCP,
LPPF Level of Transit Delay (if required) % "On-time" 0 0 0 Air Quality &
GHG (only
‘Change’
required)

LPPC, SCCP,

TCEP, LPPF
Particulate Matter PM 2.5 Tons 5.36 5.64 -0.28
PM 10 Tons 5.36 5.64 -0.28

LPPC, SCCP,
TCEP, LPPF Carbon Dioxide (CO2) Tons 4,113 71,030 -66,917

LPPC, SCCP,
TCEP, LPPF Volatile Organic Compounds (VOC) Tons 0 2.63 -2.63

LPPC, SCCP,
TCEP, LPPF Sulphur Dioxides (SOx) Tons 0 0.51 -0.51

LPPC, SCCP,
TCEP, LPPF Carbon Monoxide (CO) Tons 0 1,102 -1,102

LPPC, SCCP,
TCEP, LPPF Nitrogen Oxides (NOx) Tons 0 7.13 -7.13
Safety LPPC, SCCP,
TCEP, LPPF Number of Fatalities Number 0 0 0

LPPC, SCCP,
TCEP, LPPF Fatalities per 100 Million VMT Number 0 0 0

LPPC, SCCP,
TCEP, LPPF Number of Serious Injuries Number 0 0 0

LPPC, SCCP,

TCEP, LPPF
Number of Serious Injuries per 100
Million VMT Number 0 0 0
Accessibility Optional Number of Jobs Accessible by Mode Number 0 0 0 Optional Number of Destinations Accessible by
Mode Number 0 0 0
Optional
Percent of Population Defined as Low
Income or Disadvantaged Within 1/2
Mile of Rail Station, Ferry Terminal, or
High-Frequency Bus Stop
% 0 0 0
Economic
Development

LPPC, SCCP,
TCEP, LPPF Jobs Created (Only ‘Build’ Required) Number 362.4 0 362.4 Cost
Effectiveness
(only ‘Change’
required)

LPPC, SCCP,

TCEP, LPPF
Cost Benefit Ratio
Ratio 4.36 0 4.36
.
.

Item 11 Page 46 of 242
STATE OF CALIFORNIA • DEPARTMENT OF TRANSPORTATION

PROJECT PROGRAMMING REQUEST (PPR)
PRG-0010 (REV 08/2020)
ePPR-6065-2023-0057 v0
PPR ID
Performance Indicators and Measures
Measure Required For Indicator/Measure Unit Build Future No Build Change System
Preservation
Pavement
Optional Pavement Condition Index Index 0 0 0
Rating NA NA
System
Preservation
Bridges
Optional Bridge Deck Rating Rating NA NA
Optional Bridge Superstructure Rating Rating NA NA
Optional Bridge Substructure Rating Rating NA NA
Noise Level
(Soundwalls
Only)
Optional Number of Receptors Number 0 0 0
Optional Properties Directly Benefited Number 0 0 0
Optional Number of Decibels Number 0 0 0
Vehicle
Volume

LPPC, LPPF,
SCCP
Existing Average Annual Vehicle
Volume on Project Segment Number 0 0 0

LPPC, LPPF,
SCCP
Estimated Year 20 Average Annual
Vehicle Volume on Project Segment
with Project
Number 0 0 0
.
.

Item 11 Page 47 of 242
STATE OF CALIFORNIA • DEPARTMENT OF TRANSPORTATION

PROJECT PROGRAMMING REQUEST (PPR)
PRG-0010 (REV 08/2020)
ePPR-6065-2023-0057 v0
PPR ID
07 District EA Project ID
LP011D
PPNO
Los Angeles County
County Route
Southeast Los Angeles Transit Improvements Project (Termini/Layover) Project Title
Existing Total Project Cost ($1,000s)
Component Prior 23-24 24-25 25-26 26-27 27-28 28-29+ Total Implementing Agency E&P (PA&ED) Los Angeles County Metropolitan Tra
PS&E Los Angeles County Metropolitan Tra
R/W SUP (CT) Los Angeles County Metropolitan Tra
CON SUP (CT) Los Angeles County Metropolitan Tra
R/W Los Angeles County Metropolitan Tra
CON Los Angeles County Metropolitan Tra
TOTAL
Proposed Total Project Cost ($1,000s) Notes

E&P (PA&ED)
PS&E

R/W SUP (CT)

CON SUP (CT)
R/W
CON 8,000 8,000
TOTAL 8,000 8,000
Fund #1: State SB1 LPP - Local Partnership Program - Competitive program (Committed) Program Code Existing Funding ($1,000s)
Component Prior 23-24 24-25 25-26 26-27 27-28 28-29+ Total

E&P (PA&ED)
PS&E

R/W SUP (CT)

CON SUP (CT)
R/W
CON
TOTAL
Los Angeles County Metropolitan Tra
Funding Agency
Proposed Funding ($1,000s) Notes

E&P (PA&ED)
PS&E

R/W SUP (CT)

CON SUP (CT)
R/W
CON 4,000 4,000
TOTAL 4,000 4,000
.
.

Item 11 Page 48 of 242
STATE OF CALIFORNIA • DEPARTMENT OF TRANSPORTATION

PROJECT PROGRAMMING REQUEST (PPR)
PRG-0010 (REV 08/2020)
ePPR-6065-2023-0057 v0
PPR ID
Fund #2: Local Funds - Local Transportation Funds (Committed) Program Code Existing Funding ($1,000s)
Component Prior 23-24 24-25 25-26 26-27 27-28 28-29+ Total

E&P (PA&ED)
PS&E

R/W SUP (CT)

CON SUP (CT)
R/W
CON
TOTAL
Los Angeles County Metropolitan Tra
Funding Agency
Proposed Funding ($1,000s) Notes

E&P (PA&ED)
PS&E

R/W SUP (CT)

CON SUP (CT)
R/W
CON 4,000 4,000
TOTAL 4,000 4,000
.
.

Item 11 Page 49 of 242
STATE OF CALIFORNIA • DEPARTMENT OF TRANSPORTATION

PROJECT PROGRAMMING REQUEST (PPR)
PRG-0010 (REV 08/2020)
ePPR-6065-2023-0058 v0
PPR ID
Amendment (Existing Project) YES NO Date 05/13/2024 17:17:52 Programs LPP-C LPP-F SCCP TCEP STIP Other
07 District EA Project ID
LP011E
PPNO
Los Angeles County Metropolitan Transportation Authority Nominating Agency
Co-Nominating Agency
SCAG
MPO
Mass Transit (MT)
Element

TYRONE CRUMP
Project Manager/Contact
213-547-4377
Phone
[email protected]
Email Address
Southeast Los Angeles Transit Improvements Project (ZEB Charging) Project Title
County Route PM Back PM Ahead
Los Angeles County
The purchase and installation of zero emission bus (ZEB) charging masts in NextGen Tier 1 and 2 high frequency corridors throughout the I-710 South communities in southeast Los Angeles County to improve bus service with speed and reliability infrastructure and enhanced customer amenities.

Location (Project Limits), Description (Scope of Work)
Component Implementing Agency
PA&ED Los Angeles County Metropolitan Transportation Authority PS&E Los Angeles County Metropolitan Transportation Authority Right of Way Los Angeles County Metropolitan Transportation Authority Construction Los Angeles County Metropolitan Transportation Authority Legislative Districts
Assembly: 64,51,53,58,63 Senate: 32,33,35,24 Congressional: 34,38,40,44 Project Milestone Existing Proposed
Project Study Report Approved
Begin Environmental (PA&ED) Phase 06/01/2023
Circulate Draft Environmental Document Document Type CE 06/01/2023 Draft Project Report 06/01/2023
End Environmental Phase (PA&ED Milestone) 12/01/2023
Begin Design (PS&E) Phase 01/01/2024
End Design Phase (Ready to List for Advertisement Milestone) 01/01/2025 Begin Right of Way Phase 01/01/2024
End Right of Way Phase (Right of Way Certification Milestone) 01/01/2025 Begin Construction Phase (Contract Award Milestone) 06/30/2025 End Construction Phase (Construction Contract Acceptance Milestone) 12/30/2026 Begin Closeout Phase 01/01/2027
End Closeout Phase (Closeout Report) 06/01/2027
X
.
.

Item 11 Page 50 of 242
STATE OF CALIFORNIA • DEPARTMENT OF TRANSPORTATION

PROJECT PROGRAMMING REQUEST (PPR)
PRG-0010 (REV 08/2020)
ePPR-6065-2023-0058 v0
PPR ID
Date 05/13/2024 17:17:52
The Project is part of Metro’s commitment to creating an equitable, shared I-710 South Corridor transportation system that provides safe, quality multimodal options for moving people that will foster clean air and sustainable communities for all residents, communities, and users in the corridor who have long suffered from health and mobility issues caused by growing congestion along and near the freeway. The Project’s improvements implement several of Metro’s programs and plans for transforming the speed and reliability, customer experience, and zero emission operations of bus service.

Purpose and Need
NHS Improvements YES NO Roadway Class NA Reversible Lane Analysis YES NO Inc. Sustainable Communities Strategy Goals YES NO Reduce Greenhouse Gas Emissions YES NO Project Outputs
Category Outputs Unit Total
Rail/ Multi-Modal Rail/Transit Equipment EA 10
.
.

Item 11 Page 51 of 242
STATE OF CALIFORNIA • DEPARTMENT OF TRANSPORTATION

PROJECT PROGRAMMING REQUEST (PPR)
PRG-0010 (REV 08/2020)
ePPR-6065-2023-0058 v0
PPR ID
Date 05/13/2024 17:17:52
Categorical Exemption (CE) is shown as 'Document Type' under Project Milestones but the actual exempt status is Statutory Exemption (SE).

SE was not listed as an option in the drop-down list.

There is no Right-of-Way phase proposed, as all Right-of-Way is within LA Metro’s, Caltrans, or City jurisdictions existing Right-of-Way and no additional acquisition is required.

While the Project depends on all of the separate contracted components, LA Metro acknowledges the LPP-C funding will be applied to the bus shelters, solar lighting, terminal/layover, and zero emission bus charging infrastructure improvements only. No LPP-C funds are proposed for the transit signal priority component.

Additional Information
.
.

Item 11 Page 52 of 242
STATE OF CALIFORNIA • DEPARTMENT OF TRANSPORTATION

PROJECT PROGRAMMING REQUEST (PPR)
PRG-0010 (REV 08/2020)
ePPR-6065-2023-0058 v0
PPR ID
Performance Indicators and Measures
Measure Required For Indicator/Measure Unit Build Future No Build Change Performance Indicators and Measures
Measure Required For Indicator/Measure Unit Build Future No Build Change Congestion
Reduction

LPPC, SCCP,
LPPF
Change in Daily Vehicle Miles
Travelled
Miles 0 0 0
VMT per Capita 0 0 0

LPPC, SCCP,
LPPF
Person Hours of Travel Time Saved
(Only ‘Change’ required)
Person Hours 788,223 725,165 63,058
Hours per Capita -192,064 0 -192,064
Throughput
(Freight) Optional Bicyclist/ Pedestrian Screen Line
Counts
# of Bikes 0 0 0
# of Pedestrians 0 0 0
System
Reliability
(Freight)

LPPC, SCCP,
LPPF
Peak Period Travel Time Reliability
Index (Only ‘No Build’ Required) Index 0 0 0

LPPC, SCCP,
LPPF Level of Transit Delay (if required) % "On-time" 0 0 0 Air Quality &
GHG (only
‘Change’
required)

LPPC, SCCP,

TCEP, LPPF
Particulate Matter PM 2.5 Tons 5.36 5.64 -0.28
PM 10 Tons 5.36 5.64 -0.28

LPPC, SCCP,
TCEP, LPPF Carbon Dioxide (CO2) Tons 4,113 71,030 -66,917

LPPC, SCCP,
TCEP, LPPF Volatile Organic Compounds (VOC) Tons 0 2.63 -2.63

LPPC, SCCP,
TCEP, LPPF Sulphur Dioxides (SOx) Tons 0 0.51 -0.51

LPPC, SCCP,
TCEP, LPPF Carbon Monoxide (CO) Tons 0 1,102 -1,102

LPPC, SCCP,
TCEP, LPPF Nitrogen Oxides (NOx) Tons 0 7.13 -7.13
Safety LPPC, SCCP,
TCEP, LPPF Number of Fatalities Number 0 0 0

LPPC, SCCP,
TCEP, LPPF Fatalities per 100 Million VMT Number 0 0 0

LPPC, SCCP,
TCEP, LPPF Number of Serious Injuries Number 0 0 0

LPPC, SCCP,

TCEP, LPPF
Number of Serious Injuries per 100
Million VMT Number 0 0 0
Accessibility Optional Number of Jobs Accessible by Mode Number 0 0 0 Optional Number of Destinations Accessible by
Mode Number 0 0 0
Optional
Percent of Population Defined as Low
Income or Disadvantaged Within 1/2
Mile of Rail Station, Ferry Terminal, or
High-Frequency Bus Stop
% 0 0 0
Economic
Development

LPPC, SCCP,
TCEP, LPPF Jobs Created (Only ‘Build’ Required) Number 362.4 0 362.4 Cost
Effectiveness
(only ‘Change’
required)

LPPC, SCCP,

TCEP, LPPF
Cost Benefit Ratio
Ratio 4.36 0 4.36
.
.

Item 11 Page 53 of 242
STATE OF CALIFORNIA • DEPARTMENT OF TRANSPORTATION

PROJECT PROGRAMMING REQUEST (PPR)
PRG-0010 (REV 08/2020)
ePPR-6065-2023-0058 v0
PPR ID
Performance Indicators and Measures
Measure Required For Indicator/Measure Unit Build Future No Build Change System
Preservation
Pavement
Optional Pavement Condition Index Index 0 0 0
Rating NA NA
System
Preservation
Bridges
Optional Bridge Deck Rating Rating NA NA
Optional Bridge Superstructure Rating Rating NA NA
Optional Bridge Substructure Rating Rating NA NA
Noise Level
(Soundwalls
Only)
Optional Number of Receptors Number 0 0 0
Optional Properties Directly Benefited Number 0 0 0
Optional Number of Decibels Number 0 0 0
Vehicle
Volume

LPPC, LPPF,
SCCP
Existing Average Annual Vehicle
Volume on Project Segment Number 0 0 0

LPPC, LPPF,
SCCP
Estimated Year 20 Average Annual
Vehicle Volume on Project Segment
with Project
Number 0 0 0
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Item 11 Page 54 of 242
STATE OF CALIFORNIA • DEPARTMENT OF TRANSPORTATION

PROJECT PROGRAMMING REQUEST (PPR)
PRG-0010 (REV 08/2020)
ePPR-6065-2023-0058 v0
PPR ID
07 District EA Project ID
LP011E
PPNO
Los Angeles County
County Route
Southeast Los Angeles Transit Improvements Project (ZEB Charging) Project Title
Existing Total Project Cost ($1,000s)
Component Prior 23-24 24-25 25-26 26-27 27-28 28-29+ Total Implementing Agency E&P (PA&ED) Los Angeles County Metropolitan Tra
PS&E Los Angeles County Metropolitan Tra
R/W SUP (CT) Los Angeles County Metropolitan Tra
CON SUP (CT) Los Angeles County Metropolitan Tra
R/W Los Angeles County Metropolitan Tra
CON Los Angeles County Metropolitan Tra
TOTAL
Proposed Total Project Cost ($1,000s) Notes

E&P (PA&ED)
PS&E

R/W SUP (CT)

CON SUP (CT)
R/W
CON 10,000 10,000
TOTAL 10,000 10,000
Fund #1: Local Funds - Local Measure (Committed) Program Code Existing Funding ($1,000s)
Component Prior 23-24 24-25 25-26 26-27 27-28 28-29+ Total

E&P (PA&ED)
PS&E

R/W SUP (CT)

CON SUP (CT)
R/W
CON
TOTAL
Los Angeles County Metropolitan Tra
Funding Agency
Proposed Funding ($1,000s) Notes

E&P (PA&ED)
PS&E

R/W SUP (CT)

CON SUP (CT)
R/W
CON 2,750 2,750
TOTAL 2,750 2,750
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Item 11 Page 55 of 242
STATE OF CALIFORNIA • DEPARTMENT OF TRANSPORTATION

PROJECT PROGRAMMING REQUEST (PPR)
PRG-0010 (REV 08/2020)
ePPR-6065-2023-0058 v0
PPR ID
Fund #2: State SB1 LPP - Local Partnership Program - Competitive program (Committed) Program Code Existing Funding ($1,000s)
Component Prior 23-24 24-25 25-26 26-27 27-28 28-29+ Total

E&P (PA&ED)
PS&E

R/W SUP (CT)

CON SUP (CT)
R/W
CON
TOTAL
Los Angeles County Metropolitan Tra
Funding Agency
Non-proportional spending allowed
for this component.

Proposed Funding ($1,000s) Notes

E&P (PA&ED)
PS&E

R/W SUP (CT)

CON SUP (CT)
R/W
CON 7,250 7,250
TOTAL 7,250 7,250
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Item 11 Page 56 of 242
Southeast Los Angeles Transit Improvements Project
SB1 LPP-Competitive Cycle 3 Project
SB1 Project Baseline Agreement – Scope, Schedule, Costs, Benefits LP011D - Scope, Schedule, Costs, Benefits
Scope :-- The construction of civil works at bus termini/layovers at Norwalk, Artesia, and Compton Stations in NextGen Tier 1 and 2 high frequency corridors throughout the I-710 South communities in southeast Los Angeles County to improve bus service with speed and reliability infrastructure and enhanced customer amenities.

Schedule :--
PA&ED (Environmental) Begin = 06/01/2023 End = 12/01/2023 PS&E (Design) Begin = 01/01/2024 End = 01/01/2025
ROW-Certification Begin = 01/01/2024 End = 01/01/2025
Construction (Contract) Begin = 06/30/2025 End = 12/30/2026 Costs (Funding) :-- Total = $8M – FY 24/25 ; LPP-C = $4M Benefits/Outputs :-- Rail/Multi-Modal – Station Improvements = 3 each LP011E - Scope, Schedule, Costs, Benefits
Scope :-- The purchase and installation of zero emission bus (ZEB) charging masts in NextGen Tier 1 and 2 high frequency corridors throughout the I-710 South communities in southeast Los Angeles County to improve bus service with speed and reliability infrastructure and enhanced customer amenities.

Schedule :--
PA&ED (Environmental) Begin = 06/01/2023 End = 12/01/2023 PS&E (Design) Begin = 01/01/2024 End = 01/01/2025
ROW-Certification Begin = 01/01/2024 End = 01/01/2025
Construction (Contract) Begin = 06/30/2025 End = 12/30/2026 Costs (Funding) :-- Total = $10M (Local) – FY 24/25 ; LPP-C = $7.25M { non-proportional spending allowed }
Benefits/Outputs :-- Rail/Multi-Modal – Rail/Transit Equipment = 10 each .
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Item 11 Page 57 of 242
District 7 – Los Angeles County
Planning Program Number (PPNO): LP011A, LP011B, LP011C, LP011D, LP011E, Local Partnership Program - Competitive (LPP-C)
April 2024

PROJECT REPORT EQUIVALENT
Project Title: Southeast Los Angeles Transit Improvements Project Project Location Description (include route, postmiles, rail mile posts, address, intersections, etc.):

The Los Angeles County Metropolitan Transportation Authority (LA Metro) Southeast Los Angeles Transit Improvements Project (SELA TIP) area stretches across multiple high frequency LA Metro NextGen Tier 1 and 2 bus line corridors throughout southeast Los Angeles County along the I-710 corridor (see Figure 1), a critical goods movement corridor that sustains the state’s and nation’s economies to the detriment of the corridor communities who have long suffered from health and mobility issues caused by growing congestion along and near the freeway. The exact locations of the waiting environment improvements will be determined in coordination with the Southeast Los Angeles cities where the corridors are located, based on bus stop existing conditions and needs. .
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Item 11 Page 58 of 242
District 7 – Los Angeles County
Planning Program Number (PPNO): LP011A, LP011B, LP011C, LP011D, LP011E, Local Partnership Program - Competitive (LPP-C)
April 2024
Figure 1: Project Location
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Item 11 Page 59 of 242
 


























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Item 11 Page 60 of 242
District 7 – Los Angeles County
Planning Program Number (PPNO): LP011A, LP011B, LP011C, LP011D, LP011E, Local Partnership Program - Competitive (LPP-C)
April 2024
Table of Contents

1. Introduction

2. Background

3. Purpose and Need

4. Environmental Clearance Description

5. Considerations Requiring Discussion

6. Funding, Programming and Estimate

7. Delivery Schedule

8. Risks

9. External Agency Coordination

10. Additional Information

11. Attachments
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Item 11 Page 61 of 242
District 7 – Los Angeles County
Planning Program Number (PPNO): LP011A, LP011B, LP011C, LP011D, LP011E, Local Partnership Program - Competitive (LPP-C)
April 2024

1. INTRODUCTION
The Southeast Los Angeles Transit Improvements Project (SELA TIP) is comprised of transit improvements along multiple NextGen Tier 1 and 2 high frequency bus lines in key corridors serving Southeast Los Angeles County. These lines provide 10 minute or 15-minute bus service all day weekday throughout the I-710 South communities in southeast Los Angeles County. The I-710 South is a critical goods movement corridor that sustains the State of California and nation’s economies to the detriment of the corridor communities who have long suffered from health and mobility issues caused by growing congestion along and near the freeway. This proposed project will bring immediate and tangible benefits to corridor residents by improving bus service with bus speed and reliability infrastructure and enhanced customer amenities at bus stops on these key corridors.

Major project elements are as follows:
• PPNO LP011A: Expansion of Transit Signal Priority (TSP) to cover 114 intersections • PPNO LP011B: New shelters plus electronic real time arrival solar-powered displays at 100 of the busiest bus stops that currently lack shelters in the project area • PPNO LP011C: Bus stop solar light kits to upgrade 100 other bus stops that do not have shelters to improve lighting
• PPNO LP011D: Bus terminal/layover operational capacity and passenger amenity and improvements at Norwalk, Artesia, and Compton Station mobility hubs • PPNO LP011E: 10 ZEB charging masts to support implementation of ZEB operations on Southeast LA area bus lines serving key terminals.

The corridor improvements will be available for shared use by other transit agencies. This Project makes a large investment in the reduction of GHG emissions through equipping transit terminals with ZEB charging equipment to help allow multiple transit lines to transition to zero emission battery electric bus operation on corridors that connect to the Metro A Line (Blue) and C Line (Green) light rail lines. This investment supports Metro’s comprehensive program for serving clean, safe, and sustainable communities with world-class zero emission service by 2030, supporting those many residents of Southeast Los Angeles who rely on transit for their daily mobility.

The Project is part of Metro’s commitment to creating an equitable, shared I-710 South Corridor transportation system that provides safe, quality multimodal options for moving people that will foster clean air and sustainable communities for all residents, communities, and users in the corridor. It was prioritized for application for LPP-C funds by a task force of corridor residents, public health advocates, community-based organizations, subregional agencies, and elected offices. The Project’s improvements implement several of Metro’s programs and plans for transforming the speed and reliability, customer experience, and zero emission operations of bus service in Los Angeles County.

Project Limit/Footprint

District 7-Los Angeles County
The Los Angeles County Metropolitan
Transportation Authority (LA Metro) Southeast
Los Angeles Transit Improvements Project (SELA
TIP) area stretches across multiple high
frequency LA Metro NextGen Tier 1 and 2 bus
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Item 11 Page 62 of 242
District 7 – Los Angeles County
Planning Program Number (PPNO): LP011A, LP011B, LP011C, LP011D, LP011E, Local Partnership Program - Competitive (LPP-C)
April 2024
line corridors throughout southeast Los Angeles
County along the I-710 corridor (see Figure 1), a
critical goods movement corridor that sustains
the state’s and nation’s economies to the
detriment of the corridor communities who have
long suffered from health and mobility issues
caused by growing congestion along and near the
freeway. The exact locations of the waiting
environment improvements will be determined in
coordination with the Southeast Los Angeles
cities where the corridors are located, based on
bus stop existing conditions and needs.

Total Project Cost $31,130,000
Outputs PPNO LP011A: Transit Signal Priority (TSP) at
114 intersections
PPNO LP011B: 100 station improvements
PPNO LP011C: 100 station improvements
PPNO LP011D: 3 station improvements
PPNO LP011E: 10 rail/transit equipment
Outcomes See Attachment C
Environmental Determination or
Document
Statutory Exemption (SE)

2. BACKGROUND
The I-710 South Corridor is a 19-mile stretch of the I-710 Freeway, from East Los Angeles in the north to the Ports of Long Beach and Los Angeles in the south (see Figure 2). Connecting the ports with shipping and warehousing facilities in Southern California, this corridor is a goods movement corridor of national significance, as 40% of all waterborne or containerized imports into the United States come through the Ports of Long Beach and Los Angeles, which have become California’s and America’s loading docks. Metro has been studying ways to relieve congestion and improve safety along the I-710 South Corridor for more than two decades. .
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Item 11 Page 63 of 242
District 7 – Los Angeles County
Planning Program Number (PPNO): LP011A, LP011B, LP011C, LP011D, LP011E, Local Partnership Program - Competitive (LPP-C)
April 2024
Figure 2: Accessibility
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Item 11 Page 64 of 242
District 7 – Los Angeles County
Planning Program Number (PPNO): LP011A, LP011B, LP011C, LP011D, LP011E, Local Partnership Program - Competitive (LPP-C)
April 2024
Today, challenges along the I-710 South Corridor not only remain but continue in many ways to further deteriorate. The Ports are seeing record imports, and many of these products are being trucked out, on the I-710 Freeway, creating even more congestion along and near the freeway, further exacerbating safety issues and worsening air quality for communities throughout the corridor.

Of the 1.2 million people who live along the I-710 South Corridor, nearly 1 million, or 83 percent, identify as Black or Hispanic. These residents face some of the worst air quality anywhere in the country, as the corridor accounts for 20% of all particulate emissions in Southern California. The I-710 South is known as the “diesel death zone” owing to very high levels of diesel pollutants within a quarter mile either side of the freeway. These high levels of pollutants have been linked to health challenges including decreased lung function, asthma, increased lung and heart disease symptoms, and chronic bronchitis in communities along the corridor, which also face longstanding disparities in health and access to healthcare. In addition, these communities are identified as disadvantaged and low-income under the state’s definitions and as Metro-defined Equity Focus Communities (EFCs) which are communities in Los Angeles County with the highest concentration of low-income households; Black, Indigenous, and other People of Color (BIPOC) residents; and households with no access to a car.

Beginning in mid-2021, Metro staff initiated a new process to reimagine the corridor, convening a Task Force comprised of stakeholders representing labor, the ports, local elected leadership, goods movement industry, and community-based organizations to ensure community-centered mobility options are developed for all who live, work, and visit the area. The Task Force includes a Community Leadership Committee (CLC) to help inform future project direction and decision making and an Equity Working Group (EWG), which includes Task Force and CLC members, that meets regularly to ensure that all aspects of the Task Force’s work and recommendations consider historical and current inequities and discuss solutions and decisions to maximize equitable outcomes.

Over the course of one year, Metro and the 710 Task Force met nearly monthly to establish a Vision Statement, Guiding Principles, and Goals and initiated the process to identify multimodal strategies, projects, and programs for the corridor, see Figure 3. With leadership and support from the Task Force, CLC, and EWG, Metro engaged community-based organizations and corridor residents to identify mobility needs. The types and number of engagement strategies are shown in Figure 4. This effort included an I-710 South Corridor mapping tool and survey between August 2 to October 31, 2022. The mapping and survey results showed strong community desire for transit improvements. Of the nearly 1,000 map comments collected through the mapping tool, 15% of comments were related to transit improvements including requests to increase bus frequency and reliability, see figure 5.

When asked what type of projects, programs, or improvements they would most like to see implemented in the corridor, 54% of survey respondents chose transit improvements, see Figure 6.

Survey respondents further specified what types of transit improvements they desire. Improved frequencies to reduce waiting times at bus/rail stations and improved amenities such as lighting and shelters were the top two selections. The Project responds to the community identified needs just described. For this reason and to provide immediate benefits to the community while the work continues to identify longer term improvements for the corridor, Metro pursued LPP-C funds for the project.
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Item 11 Page 65 of 242
District 7 – Los Angeles County
Planning Program Number (PPNO): LP011A, LP011B, LP011C, LP011D, LP011E, Local Partnership Program - Competitive (LPP-C)
April 2024
Figure 3: Metro – Vision, Mission, and Goals
Figure 4: Community Engagement
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Item 11 Page 66 of 242
District 7 – Los Angeles County
Planning Program Number (PPNO): LP011A, LP011B, LP011C, LP011D, LP011E, Local Partnership Program - Competitive (LPP-C)
April 2024
Figure 5: I-710 Corridor Public Engagement
Figure 6: Survey Responses
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Item 11 Page 67 of 242
District 7 – Los Angeles County
Planning Program Number (PPNO): LP011A, LP011B, LP011C, LP011D, LP011E, Local Partnership Program - Competitive (LPP-C)
April 2024
With the LPP-C funds, LA Metro will improve transit service in the I-710 communities in southeast Los Angeles County through the implementation of speed, reliability, and customer experience improvements identified in Metro’s NextGen Transit First Service Plan. These improvements include the following five elements:

PPNO LP011A: Transit Signal Priority
Metro will use a design-build contract for purchase, design, and installation of cloud-based transit signal priority (TSP) infrastructure on 114 intersections. TSP reduces trip time by shrinking dwell time at traffic signals for transit vehicles by extending green lights or shortening red lights, giving priority to transit vehicles approaching an intersection. The reduced dwell time contributes to faster and more reliable bus service, making travel times shorter and thereby making service more attractive to existing and potential new riders.

In LA County the coverage of TSP is incomplete, resulting in bus service that is more likely to be delayed in areas without TSP. Closing gaps in the TSP coverage network countywide contributes to more seamless operation of transit, speeding travel and offering more even distribution of transit benefits.

PPNO LP011B: Bus Shelters
Purchase and installation of 100 bus shelters plus real-time arrival electronic passenger information signs will be coordinated between Metro and various municipalities who are responsible for bus stops amenities within their jurisdiction. The same approach would apply for solar lighting at bus stops without shelters identified for this improvement due to lack of existing lighting. Multiple vendors may be involved in these purchases depending on existing arrangements Municipalities may have for provision of bus shelters. Shelters at the busiest bus stops will provide protection from the elements when waiting for the bus. Realtime passenger information will provide riders with more confidence when making their trip and supports equity by reducing the need for a smartphone to view real-time bus arrival and departure information.

PPNO LP011C: Solar Light Upgrades
Purchase and installation of 100 solar-powered lighting upgrades at bus stops without shelters.

Upgrades to solar lighting at other bus stops provide more reliable lighting during the evening to enhance the perception of safety.

PPNO LP011D: Terminal/Layover Improvements
Construction of civil works at the bus termini/layovers at the Norwalk, Artesia, and Compton Station mobility hubs to increase and improve bus boarding/alighting bays and layover areas and improve passenger amenities. The bus/terminal layover improvements will increase and improve bus boarding/alighting bays and layover areas and improve passenger amenities. These operational and customer experience enhancements will be made at three mobility hubs (at Norwalk, Compton, and Artesia Stations) that connect users to the Metro Bus and Rail network as well as to other transit systems serving the region. As buses run more frequently, there is greater demand at these mobility hubs for bus boarding and alighting bays, as well as layover areas for buses beginning or terminating routes. When layover areas reach capacity, buses may need to layover in areas intended for passenger drop off, forcing passengers to alight farther from their desired transfer point to other bus or Metro Rail service. The proposed operational improvements and passenger amenities at these mobility hubs will improve access to multimodal transportation. Waiting environment improvements will increase the attractiveness of transit by making the experience of riding the bus more comfortable, more convenient, and safer.
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Item 11 Page 68 of 242
District 7 – Los Angeles County
Planning Program Number (PPNO): LP011A, LP011B, LP011C, LP011D, LP011E, Local Partnership Program - Competitive (LPP-C)
April 2024
PPNO LP011E: Zero Emission Bus Charging Infrastructure
Purchase and installation of 10 ZEB charging masts to be installed at bus termini/layover areas at Norwalk, Artesia, or Compton Station mobility hubs. Metro would provide initial design concepts for these facilities. This Project makes a large investment in the reduction of GHG emissions through equipping transit terminals with ZEB charging equipment to help allow multiple transit lines to transition to zero emission battery electric bus operation on corridors that connect to the Metro A Line (Blue) and C Line (Green) light rail lines. This investment supports Metro’s comprehensive program for serving clean, safe, and sustainable communities with world-class zero emission service by 2030, supporting those many residents of Southeast Los Angeles who rely on transit for their daily mobility.

Altogether, these improvements ensure that transit riders in the Project area have access to fast, reliable, and comfortable bus service with ease to make multimodal connections.

3. Purpose and NEED
As identified through community engagement efforts during the I-710 public engagement process, the current accessibility issues and concerns in the project area focus on transit service, including bus speed, reliability, and customer experience including improved bus frequency and amenities. The Project will address these issues by improving access to fast, reliable, and comfortable bus stations and service.

In recent years, the primary contributor to slow bus speeds and poor schedule reliability has been growing traffic congestion on city streets. This congestion reduces the quality of bus service and disproportionately impacts low-income people who depend on the bus to access jobs, healthcare, and other important destinations. During the development of the NextGen Bus Plan, the public clearly told Metro that speeding up buses and improving reliability is the single most important step Metro can take to retain and grow ridership, increase the carrying capacity of local roadways, and shift regional travel patterns toward more efficient modes. The resulting NextGen Bus Plan was adopted by the Metro Board in October 2020. The Plan includes improvements that would speed up buses, double the number of frequent Metro bus lines; provide more than 80% of current bus riders with 15-minute or better frequency (compared with 48% of riders previously); create an all-day, everyday frequent service; ensure a one-quarter mile walk to a bus stop for 99% of current riders; and create a more comfortable and safer waiting environment. Key components of the Plan have been implemented between December 2020 and December 2021, including establishing a set of bus service higher frequency tiers. Additional bus speed and reliability and passenger amenity improvements remain to be implemented, including TSP, as proposed in this project, to ensure that Southeast Los Angeles residents can reliably and comfortably access the Tier 1 and Tier 2 bus services they need to get to key destinations within and beyond the project area.

Access to Multimodal Choices. Also identified during community engagement efforts, were the issues and concerns in the project area call for improving the customer experience with improved bus frequency and amenities. The Project will provide access to higher-frequency and more reliable service, allowing more modal choices through: Transit Signal Priority (TSP), bus/terminal layover improvements, and waiting environment improvements. TSP reduces trip time by shrinking dwell time at traffic signals for transit vehicles by extending green lights giving priority to transit vehicles approaching a signalized intersection. The reduced dwell time contributes to faster and more reliable bus service, making travel times shorter and thereby making service more attractive to existing and potential new riders. The bus/terminal layover improvements will increase and improve bus boarding/alighting bays and layover areas and improve passenger amenities. These operational and .
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Item 11 Page 69 of 242
District 7 – Los Angeles County
Planning Program Number (PPNO): LP011A, LP011B, LP011C, LP011D, LP011E, Local Partnership Program - Competitive (LPP-C)
April 2024
customer experience enhancements will be made at three mobility hubs (at Norwalk, Compton, and Artesia Stations) that connect users to the Metro Bus and Rail network as well as to other transit systems serving the region. As buses run more frequently, there is greater demand at these mobility hubs for bus boarding and alighting bays, as well as layover areas for buses beginning or terminating routes. When layover areas reach capacity, buses may need to layover in areas intended for passenger drop off, forcing passengers to alight farther from their desired transfer point to other bus or Metro Rail service. The proposed operational improvements and passenger amenities at these mobility hubs will improve access to multimodal transportation. Waiting environment improvements will increase the attractiveness of transit by making the experience of riding the bus more comfortable, more convenient, and safer. Shelters at the busiest bus stops will provide protection from the elements when waiting for the bus. Realtime passenger information will provide riders with more confidence when making their trip and supports equity by reducing the need for a smartphone to view real-time bus arrival and departure information. Upgrades to solar lighting at other bus stops provides more reliable lighting during the evening to enhance the perception of safety. Altogether, these improvements ensure that transit riders in the Project area have access to fast, reliable, and comfortable bus service with ease to make multimodal connections.

Gap Closure. In LA County the coverage of TSP is incomplete, resulting in bus service that is more likely to be delayed in areas without TSP. Closing gaps in the TSP coverage network countywide contributes to more seamless operation of transit, speeding travel and offering more even distribution of transit benefits.

Connectivity. By improving the speed, reliability, and customer experience of the bus network, the Project will enhance the connection experience at three key transit centers and improve the ability to connect to numerous employment centers, education, retail, medical, and residential locations throughout the project corridor and Los Angeles metropolitan area.

Air Quality and GHGs. The Project bus speed and reliability and passenger amenity improvements are expected to reduce greenhouse gas and vehicle emissions through investments in electric charging infrastructure to support the transition from conventional CNG vehicles to battery electric buses (BEB). Emissions reductions support state and regional climate goals of the Southern California Association of Governments (SCAG) 2020-2045 Regional Transportation Plan/Sustainable Communities Strategy (RTP/SCS) and state regulations including the September 2019 State Executive Order N-19-19.

The reduced emissions resulting from the shift from CNG to BEBs are specific to the on-route charging period assumed to be 15 minutes per bus per layover. With the project improvements the energy used to charge the buses is assumed to be sourced from the grid and will offset the equivalent requirements for CNG to support the same number of operating miles. As a result of transitioning from CNG to BEB, the carbon dioxide, nitrogen oxide, oxides, particulate matter, and volatile organic compounds emissions related to those equivalent miles of operation Safety. Apart from roadway safety, Metro customers indicate that safety and security, including perceived safety, are crucial to the experience of using the bus and choosing to ride the bus among other travel options. Metro’s study on How Women Travel indicates that women can feel less safe waiting for the bus than they do onboard. Through TSP, the Project will decrease wait times due to faster and more reliable transit service thereby limiting any unsafe experiences. In addition, the proposed customer experience passenger amenities will enhance passenger safety and security by providing new shelters and lighting at up to 100 locations each. This investment enhances safety and .
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Item 11 Page 70 of 242
District 7 – Los Angeles County
Planning Program Number (PPNO): LP011A, LP011B, LP011C, LP011D, LP011E, Local Partnership Program - Competitive (LPP-C)
April 2024
security for those riders who travel in early morning and evening/late night hours throughout the Southeast Los Angeles region, and during periods of inclement weather conditions.

Due to lack of data availability for safety incidents at individual stops to be improved through this project, the safety benefits have not been quantified for this application. As such, no safety performance measures are proposed.

System Preservation. The Project will improve the operations of existing street infrastructure by increasing person throughput. Additionally, the speed improvements resulting from the TSP element of the Project will allow Metro and other transit operators to serve as many or more passengers with the same number of buses, increasing operational efficiency and improving utilization of existing resources. Current conditions on the transportation system will improve through the implementation of transit- preferential infrastructure. TSP will increase bus line average operating speeds, reducing travel times for users of all modes on the corridor but most importantly for bus riders. The resulting system will benefit from increased throughput of bus riders, as the increased operating speeds will make buses a more appealing mobility choice.

Transportation, Land Use, and Housing Goals. SCAG’s RTP/SCS, Connect SoCal, includes several goals including:

1. Improve mobility, accessibility, reliability, and travel safety for people and goods

2. Enhance the preservation, security, and resilience of the regional transportation system

3. Increase person and goods movement and travel choices within the transportation system

4. Reduce greenhouse gas emissions and improve air quality

5. Leverage new transportation technologies and data-driven solutions that result in more efficient travel
The Project advances these Connect SoCal goals by implementing the plan’s recommended Sustainable Communities Strategies and Transportation Strategies and does so in Priority Growth Areas which the plan identifies as locations where the plan’s proposed strategies can be fully realized to accelerate progress towards regional goals.

One of the Sustainable Communities Strategies from Connect SoCal is to Focus Growth Near Destinations and Mobility Options. The Project implements this strategy by making speed, reliability, and customer experience improvements that will encourage the use of transportation options that reduce the reliance on and number of solo car trips. Improving the bus network in the Southeast Los Angeles region will provide a high-quality mobility option that is able to serve growth. Another strategy is to Leverage Technology Innovations. The Project implements this strategy with the ZEB charging masts and cloud-based TSP. The ZEB charging masts supports eventual full fleet transition to ZEBs by ensuring reliable on-route fueling opportunities. TSP is transit infrastructure that enables priority for low emission modes such as bus.

One of the Transportation Strategies from Connect SoCal is to Preserve and Optimize Our Current System. The Project implements this strategy by improving bus speed and reliability through TSP.

Without adding additional revenue service hours, Metro will be able to serve more riders faster due to reduced bus dwell times enabled by TSP.

The Project implements these strategies in Priority Growth Areas which are typically the dense mixed residential and commercial uses along the Tier 1 and 2 network in Southeast Los Angeles where Project improvements are proposed. The dense and intense development patterns of Priority Growth . .

Item 11 Page 71 of 242
District 7 – Los Angeles County
Planning Program Number (PPNO): LP011A, LP011B, LP011C, LP011D, LP011E, Local Partnership Program - Competitive (LPP-C)
April 2024
Areas are made viable by the availability of high-quality transit such as Metro’s bus system. They also offer a high proportion of affordable housing and employment opportunities that demand equitable access. Priority Growth Areas include Livable Corridors and High-Quality Transit Areas.

Livable Corridors are major roads that feature a mix of housing and commercial development. The proposed set of speed and reliability improvements to Metro’s and other bus systems similarly support the Livable Corridors strategy, which encourages local jurisdictions to plan and zone for increased density at nodes along key corridors. A key component of the Livable Corridors strategy is Transit Improvements on “corridors that have been identified as candidates for onstreet, dedicated lane Bus Rapid Transit (BRT) or semi-dedicated “BRT-lite” transit. Other corridors have the potential to support features that improve the user experience and bus performance, including enhanced bus shelters, real-time travel information, off-bus ticketing, alldoor boarding and longer distances between stops to increase speeds.” All elements of the Project advance the Livable Corridors Strategy.

High Quality Transit Areas (HQTAs) are corridor-focused Priority Growth Areas within one half mile of an existing or planned fixed guideway transit stop or a bus transit corridor where buses pick up passengers at a frequency of every 15 minutes (or less) during peak commuting hours. HQTAs are places where vibrant Transit Oriented Development can be realized and are a cornerstone of land use planning best practice in the SCAG region.

HQTAs represent under 3 percent of the region’s acreage but are projected to be home to over 51 percent of new households between 2016 and 2045. Infrastructure investments such as this Project that support walkable, compact communities that integrate land use and transportation planning for a better functioning-built environment are essential within HQTAs. SCAG also calls for investment in Transit Backbones - major corridors at the center of transit-oriented communities. Transit oriented communities concentrate on housing density and intensity, putting people closer to jobs and to transit, thereby diminishing reliance on the car. The Project will make such communities more viable.

Vehicle-Miles Traveled. The improvements in bus service travel time and improvements to waiting areas are expected to help attract new riders by being more time competitive, safe, and comfortable.

These improvements will encourage riders to choose transit thereby reducing vehicle miles traveled.

However, this application did not monetize any VMT reduction, and is not proposing a VMT performance measure.

4. ENVIRONMENTAL CLEARANCE DESCRIPTION (attach full environmental documents. See Section 12. Attachments)
The environmental document is a Statutory Exemption (SE) and was completed on December 28, 2023. The Notice of Exemption (NOE) is included as Attachment A.

5. CONSIDERATIONS REQUIRING DISCUSSION (if not appliable, state N/A and justification) 5A. Hazardous Waste
There are no known or recorded uses that would lead to knowledge of hazardous waste being encountered.
5B. Value Analysis
No formal value analysis was completed for this project. 5C. Resource Conservation
.There are no plans.
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Item 11 Page 72 of 242
District 7 – Los Angeles County
Planning Program Number (PPNO): LP011A, LP011B, LP011C, LP011D, LP011E, Local Partnership Program - Competitive (LPP-C)
April 2024
5D. Right-of-Way Issues
There is no Right-of-Way phase proposed, as all Right-of-Way is within Metro’s, Caltrans, or City jurisdictions existing Right-of-Way and no additional acquisition is required. 5E. Environmental Compliance
As noted above, the project has been determined to be exempt. Below are the reasons why the project is exempt:

The Project falls within the provisions of Senate Bill [SB] 922 Exemption-added January 1, 2023) which establishes statutory exemptions (SEs) from its provisions for certain types of projects. The Project improvements fall within the exemptions described in Public Resources Code Section 21080.25(a)(11) "Transit prioritization projects". A Notice of Exemption for the project has been filed with the Los Angeles County Registrar’s Office.
5F. Air Quality Conformity
No. The project is exempt.
5G. Title VI Considerations
The implementing agency adheres to Title VI in its procurement practices. 5H. Noise Abatement Decision Report
No. No noise impacts are anticipated as a result of this project.

6. FUNDING, PROGRAMMING AND ESTIMATE
Funding
The table below presents the overall project’s funding for all phases in year of expenditure. For the TSP element of the project which will be delivered using the design-build method, the cost for design and construction (PSE and CON) are combined in construction.

The Project will leverage above the required 1:1 match by providing $16,630,000 in local funds – a

53.4% match. Specifically, Metro will allocate the funding as follows:

Phase
Fiscal Year of
Allocation Amount ($000s) Funding Source
Committed or
Uncommitted
PAED n/a $ - n/a n/a
PSE FY 25 Included in CON n/a n/a
ROW n/a $ - n/a n/a
CON FY 25 $ 16,630 Local (Match) Committed
FY 25 $ 14,500 LPP-C Committed
TOTAL $ 31,130
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Item 11 Page 73 of 242
District 7 – Los Angeles County
Planning Program Number (PPNO): LP011A, LP011B, LP011C, LP011D, LP011E, Local Partnership Program - Competitive (LPP-C)
April 2024
Cost Overruns. Metro has a long history of successful delivery of State-funded Projects. We have a breadth of experience in handling major infrastructure Projects of this scale, and larger. We have the resources and expertise to deliver this Project using the awarded state funds. We are committed to using our own resources if necessary to address any cost overruns in accordance with LPP Guidelines.

Contracts. The project will be delivered across five contracts, one per functional element, requiring separate allocations of construction funds. One exception is the TSP element which will not be delivered using any of the requested LPP-C funds so will not require a construction allocation.

Federal Discretionary Grant Funds. There has been no commitment of nor application for federal discretionary grant funds at the time of this baseline agreement.

Project Project Description
Total Project
Cost LPP-C
Local
(Match) Comment
LP011A Transit Signal Priority $ 6,630 $ - $ 6,630 No LPP-C LP011B Bus Shelters $ 6,000 $ 3,000 $ 3,000 1:1 match
LP011C Solar Light Upgrades $ 500 $ 250 $ 250 1:1 match LP011D Terminal/Layover Improvements $ 8,000 $ 4,000 $ 4,000 1:1 match LP011E Zero Emission Bus Charging Infrastructure $ 10,000 $ 7,250 $ 2,750 Non-Proportional Spending Totals ($) $ 31,130 $ 14,500 $ 16,630
Totals (%) 100.0% 46.6% 53.4%
Amounts above are in 000s
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Item 11 Page 74 of 242
District 7 – Los Angeles County
Planning Program Number (PPNO): LP011A, LP011B, LP011C, LP011D, LP011E, Local Partnership Program - Competitive (LPP-C)
April 2024
Programming
Total Project

PPNO LP011A: Transit Signal Priority

Fund #1 Local Funds - Local Transportation Funds
Phase Prior 23/24 24/25 25/26 26/27 27/28 28/29 Total
PAED - - - - - - - $ -
PS&E - - - - - - - $ -
ROW - - - - - - - $ -
CON - - 16,630,000 - - - - $ 16,630,000
Total $ - $ - $16,630,000 $ - $ - $ - $ - $ 16,630,000
Fund #2 LPP-C
Phase Prior 23/24 24/25 25/26 26/27 27/28 28/29 Total
PAED - - - - - - - $ -
PS&E - - - - - - - $ -
ROW - - - - - - - $ -
CON - - 14,500,000 - - - - $ 14,500,000
Total $ - $ - $14,500,000 $ - $ - $ - $ - $ 14,500,000
Total Project $ 31,130,000
Fund #1 Local Funds - Local Transportation Funds
Phase Prior 23/24 24/25 25/26 26/27 27/28 28/29 Total
PAED - - - - - - $ -
PS&E - - - - - - - $ -
ROW - - - - - - - $ -
CON - - 6,630,000 - - - - $ 6,630,000
Total $ - $ - $ 6,630,000 $ - $ - $ - $ - $ 6,630,000
Fund #2 LPP-C
Phase Prior 23/24 24/25 25/26 26/27 27/28 28/29 Total
PAED - - - - - - - $ -
PS&E - - - - - - - $ -
ROW - - - - - - - $ -
CON - - - - - - - $ -
Total $ - $ - $ - $ - $ - $ - $ - $ -
Project Component Total $ 6,630,000
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Item 11 Page 75 of 242
District 7 – Los Angeles County
Planning Program Number (PPNO): LP011A, LP011B, LP011C, LP011D, LP011E, Local Partnership Program - Competitive (LPP-C)
April 2024
PPNO LP011B: Bus Shelters

PPNO LP011C: Solar Light Upgrades
Fund #1 Local Funds - Local Transportation Funds
Phase Prior 23/24 24/25 25/26 26/27 27/28 28/29 Total
PAED - - - - - - - $ -
PS&E - - - - - - - $ -
ROW - - - - - - - $ -
CON - - 3,000,000 - - - - $ 3,000,000
Total $ - $ - $ 3,000,000 $ - $ - $ - $ - $ 3,000,000
Fund #2 LPP-C
Phase Prior 23/24 24/25 25/26 26/27 27/28 28/29 Total
PAED - - - - - - - $ -
PS&E - - - - - - - $ -
ROW - - - - - - - $ -
CON - - 3,000,000 - - - - $ 3,000,000
Total $ - $ - $ 3,000,000 $ - $ - $ - $ - $ 3,000,000
Project Component Total $ 6,000,000
Fund #1 Local Funds - Local Transportation Funds
Phase Prior 23/24 24/25 25/26 26/27 27/28 28/29 Total
PAED - - - - - - - $ -
PS&E - - - - - - - $ -
ROW - - - - - - - $ -
CON - - 250,000 - - - - $ 250,000
Total $ - $ - $ 250,000 $ - $ - $ - $ - $ 250,000
Fund #2 LPP-C
Phase Prior 23/24 24/25 25/26 26/27 27/28 28/29 Total
PAED - - - - - - - $ -
PS&E - - - - - - - $ -
ROW - - - - - - - $ -
CON - - 250,000 - - - - $ 250,000
Total $ - $ - $ 250,000 $ - $ - $ - $ - $ 250,000
Project Component Total $ 500,000
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Item 11 Page 76 of 242
District 7 – Los Angeles County
Planning Program Number (PPNO): LP011A, LP011B, LP011C, LP011D, LP011E, Local Partnership Program - Competitive (LPP-C)
April 2024
PPNO LP011D: Termini/Layover Improvements

PPNO LP011E: Zero Emission Bus Charging Infrastructure

Fund #1 Local Funds - Local Transportation Funds
Phase Prior 23/24 24/25 25/26 26/27 27/28 28/29 Total
PAED - - - - - - - $ -
PS&E - - - - - - - $ -
ROW - - - - - - - $ -
CON - - 4,000,000 - - - - $ 4,000,000
Total $ - $ - $ 4,000,000 $ - $ - $ - $ - $ 4,000,000
Fund #2 LPP-C
Phase Prior 23/24 24/25 25/26 26/27 27/28 28/29 Total
PAED - - - - - - - $ -
PS&E - - - - - - - $ -
ROW - - - - - - - $ -
CON - - 4,000,000 - - - - $ 4,000,000
Total $ - $ - $ 4,000,000 $ - $ - $ - $ - $ 4,000,000
Project Component Total $ 8,000,000
Fund #1 Local Funds - Local Transportation Funds
Phase Prior 23/24 24/25 25/26 26/27 27/28 28/29 Total
PAED - - - - - - - $ -
PS&E - - - - - - - $ -
ROW - - - - - - - $ -
CON - - 2,750,000 - - - - $ 2,750,000
Total $ - $ - $ 2,750,000 $ - $ - $ - $ - $ 2,750,000
Fund #2 LPP-C
Phase Prior 23/24 24/25 25/26 26/27 27/28 28/29 Total
PAED - - - - - - - $ -
PS&E - - - - - - - $ -
ROW - - - - - - - $ -
CON - - 7,250,000 - - - - $ 7,250,000
Total $ - $ - $ 7,250,000 $ - $ - $ - $ - $ 7,250,000
Project Component Total $ 10,000,000
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Item 11 Page 77 of 242
District 7 – Los Angeles County
Planning Program Number (PPNO): LP011A, LP011B, LP011C, LP011D, LP011E, Local Partnership Program - Competitive (LPP-C)
April 2024

7. DELIVERY SCHEDULE

PPNO LP011A: Transit Signal Priority

PPNO LP011B: Bus Shelters

Project Milestone Milestone Designation
(Target/Actual)
Approved (per
Application)
Project Study Report Approved
Begin Environmental (PA&ED) Phase Target 6/1/2023
Circulate Draft Environmental Document Target 6/1/2023
Draft Project Report Target 6/1/2023
End Environmental Phase (PA&ED Milestone) Target 7/1/2023 Begin Design (PS&E) Phase Target 12/1/2024
End Design Phase (Ready to List for Advertisement Milestone) Target 6/1/2026 Begin Right of Way Phase Target 11/1/2024
End Right of Way Phase (Right of Way Certification Milestone) Target 11/30/2024 Begin Construction Phase (Contract Award Milestone) Target 7/1/2026 End Construction Phase (Construction Contract Acceptance Milestone) Target 12/1/2027 Begin Closeout Phase Target 1/1/2028
End Closeout Phase (Closeout Report) Target 6/1/2028
Project Milestone Milestone Designation
(Target/Actual)
Approved (per
Application)
Project Study Report Approved
Begin Environmental (PA&ED) Phase Target 6/1/2023
Circulate Draft Environmental Document Target 6/1/2023
Draft Project Report Target 6/1/2023
End Environmental Phase (PA&ED Milestone) Target 7/1/2023 Begin Design (PS&E) Phase Target 7/2/2023
End Design Phase (Ready to List for Advertisement Milestone) Target 1/31/2025 Begin Right of Way Phase Target 7/2/2023
End Right of Way Phase (Right of Way Certification Milestone) Target 1/31/2025 Begin Construction Phase (Contract Award Milestone) Target 4/1/2025 End Construction Phase (Construction Contract Acceptance Milestone) Target 9/1/2027 Begin Closeout Phase Target 9/2/2027
End Closeout Phase (Closeout Report) Target 2/28/2028
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Item 11 Page 78 of 242
District 7 – Los Angeles County
Planning Program Number (PPNO): LP011A, LP011B, LP011C, LP011D, LP011E, Local Partnership Program - Competitive (LPP-C)
April 2024
PPNO LP011C: Solar Light Upgrades
PPNO LP011D: Termini/Layover Improvements

Project Milestone Milestone Designation
(Target/Actual)
Approved (per
Application)
Project Study Report Approved
Begin Environmental (PA&ED) Phase Target 6/1/2023
Circulate Draft Environmental Document Target 6/1/2023
Draft Project Report Target 6/1/2023
End Environmental Phase (PA&ED Milestone) Target 7/1/2023 Begin Design (PS&E) Phase Target 7/2/2023
End Design Phase (Ready to List for Advertisement Milestone) Target 8/2/2024 Begin Right of Way Phase Target 7/2/2023
End Right of Way Phase (Right of Way Certification Milestone) Target 8/2/2024 Begin Construction Phase (Contract Award Milestone) Target 12/1/2024 End Construction Phase (Construction Contract Acceptance Milestone) Target 6/30/2026 Begin Closeout Phase Target 7/1/2026
End Closeout Phase (Closeout Report) Target 12/31/2026
Project Milestone Milestone Designation
(Target/Actual)
Approved (per
Application)
Project Study Report Approved
Begin Environmental (PA&ED) Phase Target 6/1/2023
Circulate Draft Environmental Document Target 6/1/2023
Draft Project Report Target 6/1/2023
End Environmental Phase (PA&ED Milestone) Target 12/1/2023 Begin Design (PS&E) Phase Target 1/1/2024
End Design Phase (Ready to List for Advertisement Milestone) Target 1/1/2025 Begin Right of Way Phase Target 1/1/2024
End Right of Way Phase (Right of Way Certification Milestone) Target 1/1/2025 Begin Construction Phase (Contract Award Milestone) Target 6/30/2025 End Construction Phase (Construction Contract Acceptance Milestone) Target 12/30/2026 Begin Closeout Phase Target 1/1/2027
End Closeout Phase (Closeout Report) Target 6/1/2027
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Item 11 Page 79 of 242
District 7 – Los Angeles County
Planning Program Number (PPNO): LP011A, LP011B, LP011C, LP011D, LP011E, Local Partnership Program - Competitive (LPP-C)
April 2024
PPNO LP011E: Zero Emission Bus Charging Infrastructure

8. RISKS
Schedule/Schedule Risks
The Project is ready to move forward. Metro understands that all major transportation capital projects include a level of risk and takes pride in fully assessing and addressing any potential risks associated with its projects before it begins construction. Metro also understands the reporting requirements and financial best practices associated with state grant funding. Furthermore, Metro has its own significant financial stake in the Project and has taken necessary precautions to ensure that it is completed on time and within budget.

There are no risks delivering the Project associated with right-of-way, as no acquisitions are required for the Project. There is potential for schedule delay if coordination with municipalities on the location of bus shelter and amenity improvements is prolonged. There is also potential for schedule delay if coordination with Caltrans is prolonged for the terminal/layover improvements at Norwalk Station mobility hub (which resides on Caltrans property). However, these risks can be mitigated as Metro has extensive experience delivering these kinds of projects and has a good working relationship with the various municipalities that will be involved in the implementation of all aspects of the Project involving infrastructure on Southeast Los Angeles streets, as well as Caltrans.

Other Potential Risks
Metro has a long history of successful delivery of State-funded Projects. The agency has a breadth of experience in handling major infrastructure projects of this scale, and larger. We have the resources and expertise to deliver this Project using the awarded state funds.

9. EXTERNAL AGENCY COORDINATION (anticipated agreements) The exact locations of the waiting environment improvements will be determined in coordination with the Southeast Los Angeles cities where the corridors are located, based on bus stop existing conditions and needs.

The terminal/layover at Norwalk Station mobility hub is on Caltrans right-of-way. Metro will cooperate with Caltrans on implementation of this element of the project.

Project Milestone Milestone Designation
(Target/Actual)
Approved (per
Application)
Project Study Report Approved
Begin Environmental (PA&ED) Phase Target 6/1/2023
Circulate Draft Environmental Document Target 6/1/2023
Draft Project Report Target 6/1/2023
End Environmental Phase (PA&ED Milestone) Target 12/1/2023 Begin Design (PS&E) Phase Target 1/1/2024
End Design Phase (Ready to List for Advertisement Milestone) Target 1/1/2025 Begin Right of Way Phase Target 1/1/2024
End Right of Way Phase (Right of Way Certification Milestone) Target 1/1/2025 Begin Construction Phase (Contract Award Milestone) Target 6/30/2025 End Construction Phase (Construction Contract Acceptance Milestone) Target 12/30/2026 Begin Closeout Phase Target 1/1/2027
End Closeout Phase (Closeout Report) Target 6/1/2027
.
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Item 11 Page 80 of 242
District 7 – Los Angeles County
Planning Program Number (PPNO): LP011A, LP011B, LP011C, LP011D, LP011E, Local Partnership Program - Competitive (LPP-C)
April 2024

10. ADDITIONAL INFORMATION
No additional project specific information has been identified. .
.

Item 11 Page 81 of 242
District 7 – Los Angeles County
Planning Program Number (PPNO): LP011A, LP011B, LP011C, LP011D, LP011E, Local Partnership Program - Competitive (LPP-C)
April 2024

11. ATTACHMENTS (Number of Pages)
List attachments with the number of pages, such as:

A. Approved Environmental Document (54)
B. Engineers Estimate (1)
C. Outcomes (1)
D. Programming Document (9)
E. Performance Metrics (3)
.
.

Item 11 Page 82 of 242
n Prl~tForm
Notice of Exemption Appendix E
From: (Public Agency): Los Angeles County
Metropolitan Transportation Authority
To: Office of Planning and Research
P.O. Box 3044, Room 113
Sacramento, CA 95612-3044
County Clerk
One Gateway Plaza, Los Angeles, CA 90012
County of: Los Angeles
124001mper1al HiQllway
Noiwalk. CA 90650
{Address)
Project Title: Southeast Los Angeles Transit Improvements Project (SELA TIP) Project Applicant: Los Angeles County Metropolitan Transportation Authority (Metro) Project Location - Specific: Along the 710 South Corridor, within the Cities of Norwalk, Artesia, and Compton.

Project Location - City: Ncr.valk. Arte~ anc1 ec""'1on. Lo, "nae1" Project Location - County: Los Angeles Description of Nature, Purpose and Beneficiaries of Project:

Meire> is pn,poslng Ille Soulhaasl Los Angeles Transil lmi,rovements Project. (SaA TIP). Thia project wcuk! pnMdl !he 141Jowlng; ln.11allaUon of Cloud-based TSP lnlnlalluclW8. IJlslallall0n of bUs aMltfllS pus real-lime eletlronlc pas&engar lnformauon signs, 1ns11111suon or solar-powered Jlg)lllll9 upgrados at bus stops wl1hout slleJters, lnot.eVatian of mo-<1mlSSkln lnls ct,~g masts at blla to,mln{Jlayover •rea• et NotWSlk, Alfasla, and Canplon Station rnobllity hubs, an lnc:rMSe end lr!lpro.ed but boanllng/aliQhllng bays ana lay""8C areas anct Improved psuenger amenities Ill the Norwalk. Artesia, and compu,n Station, and ZIIIO Em!$Slon Bus (ZEB) cl,arg\ng llalions and lerml~rfmpravamonts.

Name of Public Agency Approving Project: Los Angeles County Metropolitan Transportation Authority Name of Person or Agency Carrying Out Project: Los Angeles County Metropolitan Transportation Authority Exempt Status: (check one):

Ministerial (Sec. 21080(b)(1); 15268);
D Declared Emergency (Sec. 21080(b)(3); 15269(a));
D Emergency Project (Sec. 21080(b)(4); 15269(b)(c)};
Categorical Exemption. State type and section number: _____________ _ ll!I Statutory Exemptions. State code number: Public Resources Code Sections 21oao.25{a)(11) Reasons why project is exempt:

The Project falls within the provisions of Senate Bill [SB] 922 Exemption-added January 1, 2023) which establishes statutory exemptions (SEs) from its provisions for certain types of projects. The Project improvements fall within the exemptions described in Public Resources Code Section 21080.25(a)(11) "Transit prioritization projects".

Lead Agency Contact Person: Tom Kefafas ----------- Area Codeffelephone/Extanslon: (213)418-3370 If flied by applicant:

1. Attach certified do ument of exemption finding.

2. ~f emption been flled by the public agency approving the project? Yes No Signature: ..;,-,:-~'-7---~,__ ____ Data///~ 7/~ Title: _,7i~d:.,.1-=f'~s2)~ _ _:.

Signed by Lead Agency Signed by Applicant
Authority cited: Sections 21083 and 21110, Public Resources Code.

Aelerence; Sections 21108, 21152, and 21152.1, Publfc Resources Code.

THIS NOTICE WAS POSTED
Date Received for filing at OPA: ____ _
ON November 28 2023
2023 254709
11111/f 1111111/lf llfllll!! l!llll!ffl llmlll!! 1111111!! 111! UNTIL December 28 2023

REGISTRAR-RECORDER/COUNTY CLERK
FILED
Nov 28 2023
llou C. LOG•, Rtlbl,.-RtcorMrl~tlllll Ckrk
f~<1ro11,n1r11, .. ~orHE101 vu.hERR•
. Revised 2011
.

Item 11 Page 83 of 242
This is a true and certified copy of the rec
if it bears the seal, imprinted in purple ink,
of the Registrar-Recorder/County Clerk
NOV 2 8 2023
'Du:uu:,. /.-tr.;-1,1,.___ REGISTR,~-RECORDER/COUNTY ClE LOS·A~LES COUNTY, CALIFORNIA s ANGElf ,
.. ~u......-.--,ilPI,
.
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Item 11 Page 84 of 242
 


    


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..Item 11 Page 85 of 242
District 7 – Los Angeles County
Planning Program Number (PPNO): LP011A, LP011B, LP011C, LP011D, LP011E, Local Partnership Program - Competitive (LPP-C)
April 2024
Environmental Benefits
The Project bus speed and reliability and passenger amenity improvements are expected to reduce greenhouse gas and vehicle emissions through investments in electric charging infrastructure to support the transition from conventional CNG vehicles to battery electric buses (BEB). Emissions reductions support state and regional climate goals of the Southern California Association of Governments (SCAG) 2020-2045 Regional Transportation Plan/Sustainable Communities Strategy (RTP/SCS) and state regulations including the September 2019 State Executive Order N-19-19.

The reduced emissions resulting from the shift from CNG to BEBs are specific to the on-route charging period assumed to be 15 minutes per bus per layover. With the project improvements the energy used to charge the buses is assumed to be sourced from the grid and will offset the equivalent requirements for CNG to support the same number of operating miles. As a result of transitioning from CNG to BEB, the carbon dioxide, nitrogen oxide, oxides, particulate matter, and volatile organic compounds emissions related to those equivalent miles of operation (see table below).

Benefit Cost Analysis
The SELA TIP is expected to generate $184.0 M in undiscounted 2021-dollar benefits from 2026 through 2045,inclusive of the offsetting net increases in rehabilitation and replacement (R&R) costs. At a 4 percent real discount rate, these total benefits are $105.1 M. The key benefits of the SELA TIP Project are derived from transit signal prioritization, waiting environment improvements, including covered busstops and real-time arrival information, and supporting the transition of LA Metro’s bus fleet from CNG to zero-emissions BEBs through installation of ZEB charging masts. Primary benefits include travel time savings, improved quality of stations and direct user benefits and the reduction in vehicle fueling costs as well reductions in vehicle emissions and upstream greenhouse gas emissions with the transition to a cleaner fuel source. Overall, the project benefits are anticipated to exceed the project costs. This leads to an overall project discounted Net Present Value of $81.1 M and a Benefit Cost Ratio (BCR) of 4.37. .
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Item 11 Page 86 of 242
District 7 – Los Angeles County
Planning Program Number (PPNO): LP011A, LP011B, LP011C, LP011D, LP011E, Local Partnership Program - Competitive (LPP-C)
April 2024
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Item 11 Page 87 of 242

STATE OF CALIFORNIA CALIFORNIA TRANSPORTATION COMMISSION Memorandum
To: CHAIR AND COMMISSIONERS CTC Meeting: June 28-29, 2023 From: TANISHA TAYLOR, Interim Executive Director
Reference Number: 4.6, Action
Prepared By: Leishara Ward
Associate Deputy Director
Published Date: June 16, 2023
Subject: 2022 Local Partnership Competitive Program Adoption – Program of Projects, Resolution G-23-47
Recommendation:

Staff recommends the California Transportation Commission (Commission) adopt the 2022 Local Partnership Competitive Program, as presented in Attachment B and consistent with the Resolution G-23-47 (Attachment A).

Issue:

The Commission established the 2022 Local Partnership Competitive Program as a two-year, $144 million program across fiscal years 2023-24 through 2024-25. The 2022 Local Partnership Competitive Program proposes 11 projects for a total of $142,453,000 in funding with a combined total project cost of approximately $610 million.

The 2020 Local Partnership Competitive Program was over-programmed by $25,800,000. It received redistributed set-aside Inventive funds totaling $12,000,000 for fiscal years 2020-21 and 2021-22, leaving a remaining over-programmed amount of $13,800,000. The 2020 Local Partnership Competitive Program over-programming amount will be deducted from the 2022 Local Partnership Competitive Program, leaving a balance of $130,200,000 for the 2022 Local Partnership Competitive Program. Staff anticipates that the redistribution of $6,000,000 from set-aside Incentive funds from fiscal year 2022-23 will be redistributed in August 2023 and increase the available funding capacity for the 2022 Local Partnership Competitive Program to the final amount of $136,200,000.

Therefore, the recommended 2022 Program of Projects includes an over-programmed amount of $6,253,000, to be funded with future unused Incentive funds that are set-aside each fiscal year, if available or project cost savings generated over the two-year program. The anticipated, unused Incentive funding available for fiscal year 2023-24 is $8,000,000, which could be redistributed to the 2022 Local Partnership Competitive Program in August 2024. Any remaining over-programmed amount by the end of fiscal year 2024-25 will be deducted from the Local Partnership Competitive Program in the subsequent programming cycle. .
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Item 11 Page 88 of 242
CHAIR AND COMMISSIONERS Reference No.: 4.6
June 28-29, 2023

STATE OF CALIFORNIA CALIFORNIA TRANSPORTATION COMMISSION The recommended Program of Projects includes a variety of project types that collectively will enhance and maintain roadways, including: the construction of a roundabout and replacement of a highway interchange; construction of active transportation and complete street improvements; construction of bridge improvements; improvements to bus and rail public transit; implementation of traffic management system enhancements; and rehabilitation of local road infrastructure.

The recommended Program of Projects was posted on the Commission’s website on June 8, 2023, and is included in the book item as Attachment B.

Development of Staff Recommendations
The Commission received 37 project nominations seeking a total of $560.3 million in 2022 Local Partnership Competitive Program funds.

Evaluation teams consisting of Commission and Caltrans staff reviewed project nominations based on the screening and evaluation criteria set forth in the Commission’s adopted 2022 Local Partnership Competitive Program Guidelines. In addition, applications were reviewed by the Department of Housing and Community Development staff for the Transportation, Land Use and Housing criteria, as well as members of the Interagency Equity Advisory Committee for the Community Engagement evaluation criteria. Due to the competitive nature of this program, staff evaluations were limited to documentation submitted with the application package including the required performance metrics outlined in the program guidelines.

The 11 projects recommended in the Program of Projects were determined to best address the criteria outlined in the guidelines and are anticipated to provide the following benefits:
• Reduce thousands of vehicle miles traveled
• Reduce thousands of tons of greenhouse gas emissions
• Save person-hours of travel time
• Create nearly 10,000 thousand jobs
The projects proposed for funding meet the following program requirements: the nominating agencies have established eligibility with either a voter-approved tax, toll or fee, or an imposed fee within their jurisdiction that solely dedicates revenue to transportation; the fund request is for construction in an eligible fiscal year; each project’s construction phase has a full funding commitment, including any potential cost increases. All applications were organized into eligibility types (voter-approved tax, toll, or fee or imposed fee) and population categories pursuant to the 2022 Local Partnership Competitive Guidelines. The recommended Program of Projects resembles a similar proportion of these types and categories when compared to all projects submitted.

Projects not recommended for funding were considered less competitive for a variety of reasons, including: the start of the construction phase was outside of the program cycle; inconsistent or ineligible funding plan; lack of local match; low community engagement; less benefit demonstrated when compared to cost; or project was fully funded from another state or federal discretionary program. Lastly, one project was deemed ineligible based on information provided in the application. The projects not recommended for funding are, by and large, worthy projects, though not as competitive for this program cycle. .
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Item 11 Page 89 of 242
CHAIR AND COMMISSIONERS Reference No.: 4.6
June 28-29, 2023

STATE OF CALIFORNIA CALIFORNIA TRANSPORTATION COMMISSION Project Highlights:

The recommended Program of Projects will deliver a variety of benefits that include reduction of vehicle miles traveled; safety improvements for motorized and non-motorized users; transition to electric bus fleets; increased mobility and accessibility; bridge improvements; improved pavement conditions; reduction of greenhouse gas emissions; and advance transportation and housing goals.

Five of the projects focus on local road improvements including a highway overcrossing, new and modified bridges, complete streets, traffic management system enhancements, and safety improvements.

Two of the projects involve highway improvements including the reconstruction of an existing interchange and replacement of a rural highway intersection with a modern roundabout.

Four of the projects improve public transportation for bus and rail services by reducing vehicle miles traveled and greenhouse gas emissions, and implementing operational improvements that will increase speed, safety, and reliability.

While most of the projects incorporate bicycle and pedestrian facilities, one project has made active transportation and complete streets its main purpose. These projects support the Climate Action Plan for Transportation Infrastructure and the state’s climate, housing, safety, equity, and economic vitality goals as they incorporate multimodal, transit, and active transportation solutions.

The following descriptions highlight a sample of projects contained in the staff recommendations:
• US 101/Hearn Avenue Regional Multimodal Interchange, $8,600,000 – in the City of Santa Rosa, Sonoma County, the project will replace the US 101/Hearn Avenue overcrossing to increase vertical clearance over US 101 and provide two vehicle lanes in each direction, a median, sidewalks, Class II bike lanes, and Class IV protected bikeways. It will also widen the US 101 off-ramp, add lanes at select intersections and add ADA elements and protected intersection facilities for bike crossings. • Oakland Alameda Access Project, $25,000,000 – in the Cities of Oakland and Alameda, Alameda County, the project is located on Interstate 880 and State Route 260 between 5th Avenue Overhead and 5th and 6th Street Viaduct. The project proposes to improve access along I-880 and in and around the Webster and Posey Tubes (SR-260 tunnels under the Oakland Estuary), downtown Oakland, and the City of Alameda by removing the I-880/Broadway northbound off-ramp, realigning the westbound I980/Jackson Street on-ramp, widening northbound I-880/Oak Street off-ramp, installing a horseshoe-shaped ramp connecting the Posey Tube to northbound I-880, and restriping and reconfigurations of local roadways adjacent to I-880. In addition, the project will provide significant active transportation facilities and safety enhancements, including various bikeways, sidewalks, bulb-outs, crosswalks, and widening of the Webster Tube Walkway. The project also supports a freight mode shift by accommodating additional rail capacity. Finally, proposed improvements include implementation of follow up landscaping work to restore removed vegetation required by the highway improvements.
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Item 11 Page 90 of 242
CHAIR AND COMMISSIONERS Reference No.: 4.6
June 28-29, 2023

STATE OF CALIFORNIA CALIFORNIA TRANSPORTATION COMMISSION • San Mateo County Transit District (SamTrans) Emission Zero Project, $14,824,000 – in the City of San Carlos, San Mateo County, the project will construct core transit infrastructure improvements at SamTrans’ South Base Maintenance Facility. The project scope includes infrastructure required for the first set of SamTrans’ zeroemission buses, including the construction of electrical charging infrastructure and bus charging bays, procurement and installation of an overhead pantograph charging dispenser, and construction of an electrical power distribution network that is scalable for future Battery Electric Bus system expansion. Charging infrastructure for thirty-seven Battery Electric Buses is proposed under this project to enable successful deployment and safe operations of SamTrans’ new fleet of 40-foot Battery Electric Buses to be delivered by 2025. The bus network at South Base serves bus routes to the 14 cities of San Mateo County.
• Foothill Boulevard Complete Street Project, $2,400,000 – in the City of Rancho Cucamonga, San Bernadino County, the project will add important bike/pedestrian facilities to Foothill Boulevard within existing Right-of-Way by narrowing the existing vehicle lanes and rehabilitating approximately 1,950 linear feet of failing pavement between Grove Avenue/San Bernardino Road. The project will construct a multi-use path along the south side of Foothill Boulevard and a new sidewalk on the north side that will be expanded to a multi-use path by future development. Safety improvements include the installation of streetlights, a traffic signal at a realigned intersection with Red Hill Country Club Drive, and enhanced pedestrian and crosswalk markings at the intersection.
• Mountain View Transit Center Grade Separation and Access Project, $25,000,000 – in the City of Mountain View, Santa Clara County, the project will eliminate the Caltrain vehicle at-grade crossing at Castro Street, re-direct vehicular traffic from Castro Street to Shoreline Boulevard via a ramp from West Evelyn Avenue and modify traffic movements at the Central Expressway/Moffett Boulevard intersection. Unsafe situations arise at the project area daily for pedestrians and cyclists with two pedestrian fatalities in 2019. The project will provide new access to and from the Mountain View Transit Center and downtown via a wide, well-lit shared use pathway and vertical circulation for pedestrians and bicycles under the tracks and Central Expressway, eliminating the safety hazard and delay of crossing the busy roadway and train tracks. New loading areas for shuttles will be provided to serve vehicles that will be impacted by the Castro Street vehicle closure.

Baseline Agreement Requirements:

All agencies with projects included in the 2022 Local Partnership Competitive Program, Program of Projects must comply with the Commission’s adopted 2022 Local Partnership Program Guidelines and the revised Senate Bill 1 Accountability and Transparency Guidelines, adopted by the Commission on March 23, 2023. This includes the requirement that all projects with a total project cost of $25 million or greater or 2022 Local Partnership Competitive Program funds of $10 million or greater must enter into a baseline agreement. The development of the baseline agreement will be initiated upon adoption of the program. The baseline agreement will set forth the scope, expected benefits, delivery schedule, and project .
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Item 11 Page 91 of 242
CHAIR AND COMMISSIONERS Reference No.: 4.6
June 28-29, 2023

STATE OF CALIFORNIA CALIFORNIA TRANSPORTATION COMMISSION cost and funding plan. The executed baseline agreement will become the basis by which accountability will be measured and reported on.

Background:

On April 28, 2017, Governor Brown signed legislation creating the Local Partnership Program (Senate Bill 1 [Chapter 5, Statutes of 2017]). Assembly Bill 115 (Chapter 20, Statutes of 2017) clarified Senate Bill 1 language regarding local and regional transportation agency eligibility and expanded the types of projects eligible for the program. Senate Bill 1 authorizes $200 million annually to fund the Local Partnership Program.

The Local Partnership Program provides funding to counties, cities, districts, and regional transportation agencies in which voters have approved fees or taxes dedicated solely to transportation improvements or that have imposed fees, including uniform developer fees, dedicated solely to transportation improvements.

In August 2021, the Commission initiated the process to develop the 2022 Local Partnership Competitive Program Guidelines. The Commission held seven workshops between August 2021 and April 2022 to solicit input on the development of the 2022 Local Partnership Competitive Program Guidelines. These workshops included consultation with Caltrans, the California Air Resources Board, the California Department of Housing and Community Development, the Commission’s Equity Advisory Roundtable, regional transportation planning agencies, local agencies, transportation advocates, and other stakeholders. The Commission’s 2022 Local Partnership Competitive Program Guidelines, adopted at its August 17, 2022 meeting, describe the policy, standards, criteria and procedures for the development, adoption and management of the 2022 Local Partnership Competitive Program.

Between the months of February 2022 and April 2022, the Commission held office hour sessions with applicant agencies to provide technical assistance. Agencies that requested and attended office hour sessions were able to provide a brief overview of their project proposal(s) which could have included visuals like maps, plans, photos and/or videos. This allowed Commission staff to get a better understanding of the project(s) and provide more projectspecific feedback and responses to agency questions. Office hour sessions lasted one to two hours and were attended by Senate Bill 1 Commission Program Managers and applicant agency staff.

Attachments:
• Attachment A: Resolution G-23-47
• Attachment B: 2022 Local Partnership Competitive Program Adoption – Program of Projects
• Attachment C: Comment letters
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Item 11 Page 92 of 242
Reference No.: 4.6
June 28-29, 2023
Attachment A

CALIFORNIA TRANSPORTATION COMMISSION
2022 LOCAL PARTNERSHIP COMPETITIVE PROGRAM

PROGRAM OF PROJECTS
RESOLUTION G-23-47

1.1 WHEREAS, on April 28, 2017, Governor Brown signed Senate Bill (SB) 1 (Beall, Chapter 5, Statutes of 2017), enacted as the Road Repair and Accountability Act of 2017, creating the Local Partnership Program to provide funding to jurisdictions that have sought and received voter-approved taxes and enacted fees for road maintenance and rehabilitation and other transportation improvement projects; and

1.2 WHEREAS, on June 27, 2017, Governor Brown signed Assembly Bill (AB) 115 (Ting, Chapter 20, Statutes of 2017) which clarified language in SB 1 regarding local and regional transportation agency eligibility and expanded the types of projects eligible for program funding; and

1.3 WHEREAS, the California Transportation Commission (Commission) adopted the 2022 Local Partnership Program Guidelines on August 17, 2022; and

1.4 WHEREAS, the Commission adopted revisions to the SB 1 Accountability and Transparency Guidelines on March 23, 2023, that govern and outline the Commission’s responsibility for the accountability and transparency of SB 1 program funds under its purview; and

1.5 WHEREAS, the 2020 Local Partnership Competitive Program was over programmed by $25,800,000 and received redistributed funds totaling $12,000,000 from set-aside Incentive funds for fiscal years 2020-21 and 2021-22 reducing the overprogrammed amount leaving a remaining over-programmed amount of $13,800,000.

1.6 WHEREAS, any 2020 Local Partnership Competitive Program over-programmed amount will be deducted from the 2022 Local Partnership Competitive Program; and

1.7 WHEREAS, the Commission established the 2022 Local Partnership Competitive Program as a two-year, $144,000,000 (fiscal years 2023-24 through 2024-25) program.

1.8 WHEREAS, the 2022 Local Partnership Competitive Program funding capacity was reduced by the 2020 Local Partnership Competitive Program overprogrammed amount of $13,800,000, leaving a balance of $130,200,000 for the 2022 Local Partnership Competitive Program; and
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Item 11 Page 93 of 242
California Transportation Commission Reference No.:4.6
Resolution G-23-47 June 28-29, 2023
Attachment A

1.9 WHEREAS, staff anticipates the redistribution of $6,000,000 from set-aside Incentive funds from Fiscal Year 2022-23 to occur in August 2023 and has increased the available funding capacity for the 2022 Local Partnership Competitive Program to $136,200,000; and

1.10 WHEREAS, Commission Staff prepared program recommendations that included $142,453,000 for 11 projects with total project costs valued at $610,257,000; and

1.11 WHEREAS, the over-subscribed amount totaling $6,253,000 included in the initial program recommendations will be funded with anticipated fiscal year 2023- 24 unused incentive funding or project cost savings; and

1.12 WHEREAS, any 2022 Local Partnership Competitive Program over-programmed amount will be deducted from the Local Partnership Competitive Program in the subsequent programming cycle; and

1.13 WHEREAS, the Commission staff recommendations for the 2022 Local Partnership Competitive Program were published on the Commission’s website on June 8, 2023; and

1.14 WHEREAS, the Commission considered the staff recommendations and public testimony at its June 28-29, 2023, meeting.

2.1 NOW THEREFORE BE IT RESOLVED, that the Commission hereby adopts the 2022 Local Partnership Competitive Program, as reflected in the attached staff recommendations (Attachment B); and

2.2 BE IT FURTHER RESOLVED, that the project amounts approved for funding shall be considered as a "not to exceed amount" and that any increases in cost estimates beyond the levels reflected in the adopted program are the responsibility of the appropriate agency; and

2.3 BE IT FURTHER RESOLVED, that a project included in the adopted 2022 Local Partnership Competitive Program must be in compliance with the 2022 Local Partnership Competitive Program Guidelines and the revised SB 1 Accountability and Transparency Guidelines, adopted March 23, 2023; and

2.4 BE IT FURTHER RESOLVED, that a project included in the adopted 2022 Local Partnership Competitive Program with a total project cost of $25 million or greater, or a total programmed amount of $10 million or greater, must enter into a Baseline Agreement to be approved by the Commission within six months of program adoption. The Commission may delete a project for which no Baseline Agreement is executed; and
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Item 11 Page 94 of 242
California Transportation Commission Reference No.:4.6
Resolution G-23-47 June 28-29, 2023
Attachment A

2.5 BE IT FURTHER RESOLVED, if a recommended project requires a Baseline Agreement and requests allocation in the period between the June 2023 Commission meeting and the October 2023 Commission meeting, the project applicant must submit a Baseline Agreement for approval by the October 2023 Commission meeting. All other Baseline Agreements must be submitted by the December 2023 Commission Meeting, and the Commission will not consider approval of a project allocation without an approved Baseline Agreement if it requires one; and

2.6 BE IT FURTHER RESOLVED, Commission staff, in consultation with Caltrans and project sponsors, are authorized to make minor technical changes as needed to the 2022 Local Partnership Competitive Program in order to reflect the most current information, or to clarify the Commission's programming commitments, and shall request Commission approval of any substantive changes; and

2.7 BE IT FURTHER RESOLVED, that the Commission directs staff to post the 2022 Local Partnership Competitive Program of Projects on the Commission's website. .
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Item 11 Page 95 of 242
County Nominating Agency Implementing Agency Project Title Project Description Fiscal Year Total Project Cost Recommended Funding Voter
Approved (V)
or Imposed
Fee (I)
Population
Category
El Dorado El Dorado County El Dorado County Pioneer Trail/US Hwy 50 Intersection Safety Improvement Project In Meyers, convert a signalized T‐intersection at the U.S. Highway 50/State Route 89 into a three‐leg modern roundabout. Includes 3 intersection improvements; 11 channelizations; 0.8 miles pedestrian/bicycle facilities. 2023‐24 $ 9,127 $ 3,055 I IV San Bernadino Rancho Cucamonga, City of Rancho Cucamonga, City of Foothill Blvd Complete Street Project On Foothill Blvd, narrow existing vehicle lanes, rehab approx. 1,950 linear ft of pavement, and construct 0.81 miles of multi‐use path and new sidewalk; includes streetlights, a traffic signal, and enhanced pedestrian and crosswalk markings. 2023‐24 $ 4,800 $ 2,400 I IV
Sonoma Sonoma Co Transportation Authority (SCTA) Caltrans D4 US 101/Hearn Ave Regional Multimodal Interchange In the City of Santa Rosa, demolish and replace US 101/Hearn Ave overcrossing, includes traffic operation improvements; one mile of new bicycle lanes and sidewalks; ADA elements.
2023‐24 $ 43,675 $ 8,600 V III
Alameda Alameda County Transportation Commission (Alameda CTC) Caltrans Oakland Alameda Access Project In the Cities of Oakland and Alameda, improved traffic ops along I‐880 and in and around the Webster and Posey Tubes including: 12.2 roadway lane miles; 2 trafficmonitoring detection stations; 3 miles of bile lanes; 110,523 square feet of new bridges/tunnels; and implementation of follow up landscaping work. 2024‐25 $ 129,900 $ 25,000 V I
Yuba Yuba County Yuba County North Beale Road Complete Streets / Safety Project ‐  Phase III In Linda, 2 miles of local road rehabilitation including: raised medians; left‐turnlanes; storm drains; new streetlights; curbs; gutters; thermoplastic centerline andedge‐line striping; and a new traffic signal; one mile of eight‐foot wide sidewalks;

7.5‐foot wide paved bicycle lanes.
2023‐24 $ 7,711 $ 3,000 V V
Santa Clara Santa Clara Valley Transportation Authority (VTA) Peninsula Corridor Joint Powers Board (Caltrain) Mountain View Transit Center Grade Separation and Access Project In Mountain View, eliminate the Caltrain vehicle at‐grade crossing; re‐direct vehicular traffic and modify traffic movements; construct 0.43 miles of shared usepathway and vertical circulation from non‐motorized traffic to/from the TransitCenter and Downtown; construct new shuttle loading areas. 2024‐25 $ 136,000 $ 25,000 V I
Sacramento Sacramento Transportation Authority (STA) Sacramento, County of US 50 Gold Line Corridor Enhancement Project ‐ Hazel Ave/US 50 Interchange 2024‐25 $ 132,726 $ 25,000 V I Hazel Avenue / US 50 Interchange
In Sacramento, converts 29 Gold Line light rail station platforms to fit low floorvehicles; grade separation includes 3 interchange modifications, 19,190 square feetof new bridges/tunnels, and adds 0.74 miles of grade‐separated Class I path.

Gold Line Light Rail Platform Modifications ‐ Phase 2 In Sacramento, converts 29 Gold Line light rail station platforms to fit low floor vehicles, phase 2 conversion.

Tulare Tulare County Association of Governments (TCAG) Caltrans D6 SR99/Caldwell Ave Interchange, Safety and Multi‐Modal Project In Tulare County, reconstruct the Avenue 280 (Caldwell Avenue) Interchange. Includes 0.8 miles auxiliary lane, 1.1 miles of bicycle lane, 0.9 miles sidwalk. 2023‐24 $ 68,227 $ 15,000 V VMendocino Ukiah, City of Ukiah, City of Urban Core Rehabilitation and Transportation Project In Ukiah, reconstruct 4.8 miles of local road and 2.9 miles of bicycle lanes,including: replacement of water and sewer utilities; construction of ADA accessiblecurb ramps; bulb‐outs and the installation of a traffic signal and bike lanes. 2023‐24 $ 14,356 $ 6,074 V V
San Mateo San Mateo County Transit District (SamTrans) San Mateo County Transit District (SamTrans) SamTrans Emission Zero Project In San Carlos, construct zero‐emission bus electrical charging infrastructure and bus charging bays; procure and install overhead pantograph charging dispenser; and construction of an electrical power distribution network; includes charging infrastructure for thirty‐seven Battery Electric Buses. 2023‐24 $ 32,605 $ 14,824 V II
Los Angeles Los Angeles County Metropolitan Transportation Authority (LA Metro) Los Angeles County Metropolitan Transportation Authority (LA Metro) Southeast Los Angeles Transit Improvements Project (SELA TIP) 2024‐25 $ 31,130 $ 14,500 V I Southeast Los Angeles Transit Improvements Project
(Transit Signal Priority)
In southeast Los Angeles County, purchase, design, and install 114 cloud‐based transit signal priority systems in NextGen Tier 1 and 2 high frequency corridorsthroughout the I‐710 South communities.

Bus Shelters Purchase and install 100 bus shelters with real‐time display and security lighting.

Lighting Purchase and install 100 solar‐powered lighting upgrades.

Termini/Layover Construction of 3 bus termini/layovers at Norwalk, Artesia, and Compton Stations.ZEB Charging Purchase and install 10 zero emission bus charging masts.

TOTAL $ 610,257 $ 142,453
Amount Over‐Programmed $ 6,253
2022 Local Partnership Competitive Program
Program of Projects - Projects Recommended for Funding
Resolution G-23-47
($1,000s)
Attachment B
Reference No.: 4.6
June 28-29, 2023
..Item 11 Page 96 of 242

STATE OF CALIFORNIA CALIFORNIA TRANSPORTATION COMMISSION Memorandum
To: CHAIR AND COMMISSIONERS CTC Meeting: June 28-29, 2023 From: TANISHA TAYLOR, Interim Executive Director
Reference Number: 4.6, Action
Prepared By: Leishara Ward
Associate Deputy Director
Published Date: June 16, 2023
Subject: 2022 Local Partnership Competitive Program Adoption – Program of Projects, Resolution G-23-47
Recommendation:

Staff recommends the California Transportation Commission (Commission) adopt the 2022 Local Partnership Competitive Program, as presented in Attachment B and consistent with the Resolution G-23-47 (Attachment A).

Issue:

The Commission established the 2022 Local Partnership Competitive Program as a two-year, $144 million program across fiscal years 2023-24 through 2024-25. The 2022 Local Partnership Competitive Program proposes 11 projects for a total of $142,453,000 in funding with a combined total project cost of approximately $610 million.

The 2020 Local Partnership Competitive Program was over-programmed by $25,800,000. It received redistributed set-aside Inventive funds totaling $12,000,000 for fiscal years 2020-21 and 2021-22, leaving a remaining over-programmed amount of $13,800,000. The 2020 Local Partnership Competitive Program over-programming amount will be deducted from the 2022 Local Partnership Competitive Program, leaving a balance of $130,200,000 for the 2022 Local Partnership Competitive Program. Staff anticipates that the redistribution of $6,000,000 from set-aside Incentive funds from fiscal year 2022-23 will be redistributed in August 2023 and increase the available funding capacity for the 2022 Local Partnership Competitive Program to the final amount of $136,200,000.

Therefore, the recommended 2022 Program of Projects includes an over-programmed amount of $6,253,000, to be funded with future unused Incentive funds that are set-aside each fiscal year, if available or project cost savings generated over the two-year program. The anticipated, unused Incentive funding available for fiscal year 2023-24 is $8,000,000, which could be redistributed to the 2022 Local Partnership Competitive Program in August 2024. Any remaining over-programmed amount by the end of fiscal year 2024-25 will be deducted from the Local Partnership Competitive Program in the subsequent programming cycle. .
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Item 11 Page 97 of 242
CHAIR AND COMMISSIONERS Reference No.: 4.6
June 28-29, 2023

STATE OF CALIFORNIA CALIFORNIA TRANSPORTATION COMMISSION The recommended Program of Projects includes a variety of project types that collectively will enhance and maintain roadways, including: the construction of a roundabout and replacement of a highway interchange; construction of active transportation and complete street improvements; construction of bridge improvements; improvements to bus and rail public transit; implementation of traffic management system enhancements; and rehabilitation of local road infrastructure.

The recommended Program of Projects was posted on the Commission’s website on June 8, 2023, and is included in the book item as Attachment B.

Development of Staff Recommendations
The Commission received 37 project nominations seeking a total of $560.3 million in 2022 Local Partnership Competitive Program funds.

Evaluation teams consisting of Commission and Caltrans staff reviewed project nominations based on the screening and evaluation criteria set forth in the Commission’s adopted 2022 Local Partnership Competitive Program Guidelines. In addition, applications were reviewed by the Department of Housing and Community Development staff for the Transportation, Land Use and Housing criteria, as well as members of the Interagency Equity Advisory Committee for the Community Engagement evaluation criteria. Due to the competitive nature of this program, staff evaluations were limited to documentation submitted with the application package including the required performance metrics outlined in the program guidelines.

The 11 projects recommended in the Program of Projects were determined to best address the criteria outlined in the guidelines and are anticipated to provide the following benefits:
• Reduce thousands of vehicle miles traveled
• Reduce thousands of tons of greenhouse gas emissions
• Save person-hours of travel time
• Create nearly 10,000 thousand jobs
The projects proposed for funding meet the following program requirements: the nominating agencies have established eligibility with either a voter-approved tax, toll or fee, or an imposed fee within their jurisdiction that solely dedicates revenue to transportation; the fund request is for construction in an eligible fiscal year; each project’s construction phase has a full funding commitment, including any potential cost increases. All applications were organized into eligibility types (voter-approved tax, toll, or fee or imposed fee) and population categories pursuant to the 2022 Local Partnership Competitive Guidelines. The recommended Program of Projects resembles a similar proportion of these types and categories when compared to all projects submitted.

Projects not recommended for funding were considered less competitive for a variety of reasons, including: the start of the construction phase was outside of the program cycle; inconsistent or ineligible funding plan; lack of local match; low community engagement; less benefit demonstrated when compared to cost; or project was fully funded from another state or federal discretionary program. Lastly, one project was deemed ineligible based on information provided in the application. The projects not recommended for funding are, by and large, worthy projects, though not as competitive for this program cycle. .
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Item 11 Page 98 of 242
CHAIR AND COMMISSIONERS Reference No.: 4.6
June 28-29, 2023

STATE OF CALIFORNIA CALIFORNIA TRANSPORTATION COMMISSION Project Highlights:

The recommended Program of Projects will deliver a variety of benefits that include reduction of vehicle miles traveled; safety improvements for motorized and non-motorized users; transition to electric bus fleets; increased mobility and accessibility; bridge improvements; improved pavement conditions; reduction of greenhouse gas emissions; and advance transportation and housing goals.

Five of the projects focus on local road improvements including a highway overcrossing, new and modified bridges, complete streets, traffic management system enhancements, and safety improvements.

Two of the projects involve highway improvements including the reconstruction of an existing interchange and replacement of a rural highway intersection with a modern roundabout.

Four of the projects improve public transportation for bus and rail services by reducing vehicle miles traveled and greenhouse gas emissions, and implementing operational improvements that will increase speed, safety, and reliability.

While most of the projects incorporate bicycle and pedestrian facilities, one project has made active transportation and complete streets its main purpose. These projects support the Climate Action Plan for Transportation Infrastructure and the state’s climate, housing, safety, equity, and economic vitality goals as they incorporate multimodal, transit, and active transportation solutions.

The following descriptions highlight a sample of projects contained in the staff recommendations:
• US 101/Hearn Avenue Regional Multimodal Interchange, $8,600,000 – in the City of Santa Rosa, Sonoma County, the project will replace the US 101/Hearn Avenue overcrossing to increase vertical clearance over US 101 and provide two vehicle lanes in each direction, a median, sidewalks, Class II bike lanes, and Class IV protected bikeways. It will also widen the US 101 off-ramp, add lanes at select intersections and add ADA elements and protected intersection facilities for bike crossings. • Oakland Alameda Access Project, $25,000,000 – in the Cities of Oakland and Alameda, Alameda County, the project is located on Interstate 880 and State Route 260 between 5th Avenue Overhead and 5th and 6th Street Viaduct. The project proposes to improve access along I-880 and in and around the Webster and Posey Tubes (SR-260 tunnels under the Oakland Estuary), downtown Oakland, and the City of Alameda by removing the I-880/Broadway northbound off-ramp, realigning the westbound I980/Jackson Street on-ramp, widening northbound I-880/Oak Street off-ramp, installing a horseshoe-shaped ramp connecting the Posey Tube to northbound I-880, and restriping and reconfigurations of local roadways adjacent to I-880. In addition, the project will provide significant active transportation facilities and safety enhancements, including various bikeways, sidewalks, bulb-outs, crosswalks, and widening of the Webster Tube Walkway. The project also supports a freight mode shift by accommodating additional rail capacity. Finally, proposed improvements include implementation of follow up landscaping work to restore removed vegetation required by the highway improvements.
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Item 11 Page 99 of 242
CHAIR AND COMMISSIONERS Reference No.: 4.6
June 28-29, 2023

STATE OF CALIFORNIA CALIFORNIA TRANSPORTATION COMMISSION • San Mateo County Transit District (SamTrans) Emission Zero Project, $14,824,000 – in the City of San Carlos, San Mateo County, the project will construct core transit infrastructure improvements at SamTrans’ South Base Maintenance Facility. The project scope includes infrastructure required for the first set of SamTrans’ zeroemission buses, including the construction of electrical charging infrastructure and bus charging bays, procurement and installation of an overhead pantograph charging dispenser, and construction of an electrical power distribution network that is scalable for future Battery Electric Bus system expansion. Charging infrastructure for thirty-seven Battery Electric Buses is proposed under this project to enable successful deployment and safe operations of SamTrans’ new fleet of 40-foot Battery Electric Buses to be delivered by 2025. The bus network at South Base serves bus routes to the 14 cities of San Mateo County.
• Foothill Boulevard Complete Street Project, $2,400,000 – in the City of Rancho Cucamonga, San Bernadino County, the project will add important bike/pedestrian facilities to Foothill Boulevard within existing Right-of-Way by narrowing the existing vehicle lanes and rehabilitating approximately 1,950 linear feet of failing pavement between Grove Avenue/San Bernardino Road. The project will construct a multi-use path along the south side of Foothill Boulevard and a new sidewalk on the north side that will be expanded to a multi-use path by future development. Safety improvements include the installation of streetlights, a traffic signal at a realigned intersection with Red Hill Country Club Drive, and enhanced pedestrian and crosswalk markings at the intersection.
• Mountain View Transit Center Grade Separation and Access Project, $25,000,000 – in the City of Mountain View, Santa Clara County, the project will eliminate the Caltrain vehicle at-grade crossing at Castro Street, re-direct vehicular traffic from Castro Street to Shoreline Boulevard via a ramp from West Evelyn Avenue and modify traffic movements at the Central Expressway/Moffett Boulevard intersection. Unsafe situations arise at the project area daily for pedestrians and cyclists with two pedestrian fatalities in 2019. The project will provide new access to and from the Mountain View Transit Center and downtown via a wide, well-lit shared use pathway and vertical circulation for pedestrians and bicycles under the tracks and Central Expressway, eliminating the safety hazard and delay of crossing the busy roadway and train tracks. New loading areas for shuttles will be provided to serve vehicles that will be impacted by the Castro Street vehicle closure.

Baseline Agreement Requirements:

All agencies with projects included in the 2022 Local Partnership Competitive Program, Program of Projects must comply with the Commission’s adopted 2022 Local Partnership Program Guidelines and the revised Senate Bill 1 Accountability and Transparency Guidelines, adopted by the Commission on March 23, 2023. This includes the requirement that all projects with a total project cost of $25 million or greater or 2022 Local Partnership Competitive Program funds of $10 million or greater must enter into a baseline agreement. The development of the baseline agreement will be initiated upon adoption of the program. The baseline agreement will set forth the scope, expected benefits, delivery schedule, and project .
.

Item 11 Page 100 of 242
CHAIR AND COMMISSIONERS Reference No.: 4.6
June 28-29, 2023

STATE OF CALIFORNIA CALIFORNIA TRANSPORTATION COMMISSION cost and funding plan. The executed baseline agreement will become the basis by which accountability will be measured and reported on.

Background:

On April 28, 2017, Governor Brown signed legislation creating the Local Partnership Program (Senate Bill 1 [Chapter 5, Statutes of 2017]). Assembly Bill 115 (Chapter 20, Statutes of 2017) clarified Senate Bill 1 language regarding local and regional transportation agency eligibility and expanded the types of projects eligible for the program. Senate Bill 1 authorizes $200 million annually to fund the Local Partnership Program.

The Local Partnership Program provides funding to counties, cities, districts, and regional transportation agencies in which voters have approved fees or taxes dedicated solely to transportation improvements or that have imposed fees, including uniform developer fees, dedicated solely to transportation improvements.

In August 2021, the Commission initiated the process to develop the 2022 Local Partnership Competitive Program Guidelines. The Commission held seven workshops between August 2021 and April 2022 to solicit input on the development of the 2022 Local Partnership Competitive Program Guidelines. These workshops included consultation with Caltrans, the California Air Resources Board, the California Department of Housing and Community Development, the Commission’s Equity Advisory Roundtable, regional transportation planning agencies, local agencies, transportation advocates, and other stakeholders. The Commission’s 2022 Local Partnership Competitive Program Guidelines, adopted at its August 17, 2022 meeting, describe the policy, standards, criteria and procedures for the development, adoption and management of the 2022 Local Partnership Competitive Program.

Between the months of February 2022 and April 2022, the Commission held office hour sessions with applicant agencies to provide technical assistance. Agencies that requested and attended office hour sessions were able to provide a brief overview of their project proposal(s) which could have included visuals like maps, plans, photos and/or videos. This allowed Commission staff to get a better understanding of the project(s) and provide more projectspecific feedback and responses to agency questions. Office hour sessions lasted one to two hours and were attended by Senate Bill 1 Commission Program Managers and applicant agency staff.

Attachments:
• Attachment A: Resolution G-23-47
• Attachment B: 2022 Local Partnership Competitive Program Adoption – Program of Projects
• Attachment C: Comment letters
.
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Item 11 Page 101 of 242
Reference No.: 4.6
June 28-29, 2023
Attachment A

CALIFORNIA TRANSPORTATION COMMISSION
2022 LOCAL PARTNERSHIP COMPETITIVE PROGRAM

PROGRAM OF PROJECTS
RESOLUTION G-23-47

1.1 WHEREAS, on April 28, 2017, Governor Brown signed Senate Bill (SB) 1 (Beall, Chapter 5, Statutes of 2017), enacted as the Road Repair and Accountability Act of 2017, creating the Local Partnership Program to provide funding to jurisdictions that have sought and received voter-approved taxes and enacted fees for road maintenance and rehabilitation and other transportation improvement projects; and

1.2 WHEREAS, on June 27, 2017, Governor Brown signed Assembly Bill (AB) 115 (Ting, Chapter 20, Statutes of 2017) which clarified language in SB 1 regarding local and regional transportation agency eligibility and expanded the types of projects eligible for program funding; and

1.3 WHEREAS, the California Transportation Commission (Commission) adopted the 2022 Local Partnership Program Guidelines on August 17, 2022; and

1.4 WHEREAS, the Commission adopted revisions to the SB 1 Accountability and Transparency Guidelines on March 23, 2023, that govern and outline the Commission’s responsibility for the accountability and transparency of SB 1 program funds under its purview; and

1.5 WHEREAS, the 2020 Local Partnership Competitive Program was over programmed by $25,800,000 and received redistributed funds totaling $12,000,000 from set-aside Incentive funds for fiscal years 2020-21 and 2021-22 reducing the overprogrammed amount leaving a remaining over-programmed amount of $13,800,000.

1.6 WHEREAS, any 2020 Local Partnership Competitive Program over-programmed amount will be deducted from the 2022 Local Partnership Competitive Program; and

1.7 WHEREAS, the Commission established the 2022 Local Partnership Competitive Program as a two-year, $144,000,000 (fiscal years 2023-24 through 2024-25) program.

1.8 WHEREAS, the 2022 Local Partnership Competitive Program funding capacity was reduced by the 2020 Local Partnership Competitive Program overprogrammed amount of $13,800,000, leaving a balance of $130,200,000 for the 2022 Local Partnership Competitive Program; and
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Item 11 Page 102 of 242
California Transportation Commission Reference No.:4.6
Resolution G-23-47 June 28-29, 2023
Attachment A

1.9 WHEREAS, staff anticipates the redistribution of $6,000,000 from set-aside Incentive funds from Fiscal Year 2022-23 to occur in August 2023 and has increased the available funding capacity for the 2022 Local Partnership Competitive Program to $136,200,000; and

1.10 WHEREAS, Commission Staff prepared program recommendations that included $142,453,000 for 11 projects with total project costs valued at $610,257,000; and

1.11 WHEREAS, the over-subscribed amount totaling $6,253,000 included in the initial program recommendations will be funded with anticipated fiscal year 2023- 24 unused incentive funding or project cost savings; and

1.12 WHEREAS, any 2022 Local Partnership Competitive Program over-programmed amount will be deducted from the Local Partnership Competitive Program in the subsequent programming cycle; and

1.13 WHEREAS, the Commission staff recommendations for the 2022 Local Partnership Competitive Program were published on the Commission’s website on June 8, 2023; and

1.14 WHEREAS, the Commission considered the staff recommendations and public testimony at its June 28-29, 2023, meeting.

2.1 NOW THEREFORE BE IT RESOLVED, that the Commission hereby adopts the 2022 Local Partnership Competitive Program, as reflected in the attached staff recommendations (Attachment B); and

2.2 BE IT FURTHER RESOLVED, that the project amounts approved for funding shall be considered as a "not to exceed amount" and that any increases in cost estimates beyond the levels reflected in the adopted program are the responsibility of the appropriate agency; and

2.3 BE IT FURTHER RESOLVED, that a project included in the adopted 2022 Local Partnership Competitive Program must be in compliance with the 2022 Local Partnership Competitive Program Guidelines and the revised SB 1 Accountability and Transparency Guidelines, adopted March 23, 2023; and

2.4 BE IT FURTHER RESOLVED, that a project included in the adopted 2022 Local Partnership Competitive Program with a total project cost of $25 million or greater, or a total programmed amount of $10 million or greater, must enter into a Baseline Agreement to be approved by the Commission within six months of program adoption. The Commission may delete a project for which no Baseline Agreement is executed; and
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Item 11 Page 103 of 242
California Transportation Commission Reference No.:4.6
Resolution G-23-47 June 28-29, 2023
Attachment A

2.5 BE IT FURTHER RESOLVED, if a recommended project requires a Baseline Agreement and requests allocation in the period between the June 2023 Commission meeting and the October 2023 Commission meeting, the project applicant must submit a Baseline Agreement for approval by the October 2023 Commission meeting. All other Baseline Agreements must be submitted by the December 2023 Commission Meeting, and the Commission will not consider approval of a project allocation without an approved Baseline Agreement if it requires one; and

2.6 BE IT FURTHER RESOLVED, Commission staff, in consultation with Caltrans and project sponsors, are authorized to make minor technical changes as needed to the 2022 Local Partnership Competitive Program in order to reflect the most current information, or to clarify the Commission's programming commitments, and shall request Commission approval of any substantive changes; and

2.7 BE IT FURTHER RESOLVED, that the Commission directs staff to post the 2022 Local Partnership Competitive Program of Projects on the Commission's website. .
.

Item 11 Page 104 of 242
County Nominating Agency Implementing Agency Project Title Project Description Fiscal Year Total Project Cost Recommended Funding Voter
Approved (V)
or Imposed
Fee (I)
Population
Category
El Dorado El Dorado County El Dorado County Pioneer Trail/US Hwy 50 Intersection Safety Improvement Project In Meyers, convert a signalized T‐intersection at the U.S. Highway 50/State Route 89 into a three‐leg modern roundabout. Includes 3 intersection improvements; 11 channelizations; 0.8 miles pedestrian/bicycle facilities. 2023‐24 $ 9,127 $ 3,055 I IV San Bernadino Rancho Cucamonga, City of Rancho Cucamonga, City of Foothill Blvd Complete Street Project On Foothill Blvd, narrow existing vehicle lanes, rehab approx. 1,950 linear ft of pavement, and construct 0.81 miles of multi‐use path and new sidewalk; includes streetlights, a traffic signal, and enhanced pedestrian and crosswalk markings. 2023‐24 $ 4,800 $ 2,400 I IV
Sonoma Sonoma Co Transportation Authority (SCTA) Caltrans D4 US 101/Hearn Ave Regional Multimodal Interchange In the City of Santa Rosa, demolish and replace US 101/Hearn Ave overcrossing, includes traffic operation improvements; one mile of new bicycle lanes and sidewalks; ADA elements.
2023‐24 $ 43,675 $ 8,600 V III
Alameda Alameda County Transportation Commission (Alameda CTC) Caltrans Oakland Alameda Access Project In the Cities of Oakland and Alameda, improved traffic ops along I‐880 and in and around the Webster and Posey Tubes including: 12.2 roadway lane miles; 2 trafficmonitoring detection stations; 3 miles of bile lanes; 110,523 square feet of new bridges/tunnels; and implementation of follow up landscaping work. 2024‐25 $ 129,900 $ 25,000 V I
Yuba Yuba County Yuba County North Beale Road Complete Streets / Safety Project ‐  Phase III In Linda, 2 miles of local road rehabilitation including: raised medians; left‐turnlanes; storm drains; new streetlights; curbs; gutters; thermoplastic centerline andedge‐line striping; and a new traffic signal; one mile of eight‐foot wide sidewalks;

7.5‐foot wide paved bicycle lanes.
2023‐24 $ 7,711 $ 3,000 V V
Santa Clara Santa Clara Valley Transportation Authority (VTA) Peninsula Corridor Joint Powers Board (Caltrain) Mountain View Transit Center Grade Separation and Access Project In Mountain View, eliminate the Caltrain vehicle at‐grade crossing; re‐direct vehicular traffic and modify traffic movements; construct 0.43 miles of shared usepathway and vertical circulation from non‐motorized traffic to/from the TransitCenter and Downtown; construct new shuttle loading areas. 2024‐25 $ 136,000 $ 25,000 V I
Sacramento Sacramento Transportation Authority (STA) Sacramento, County of US 50 Gold Line Corridor Enhancement Project ‐ Hazel Ave/US 50 Interchange 2024‐25 $ 132,726 $ 25,000 V I Hazel Avenue / US 50 Interchange
In Sacramento, converts 29 Gold Line light rail station platforms to fit low floorvehicles; grade separation includes 3 interchange modifications, 19,190 square feetof new bridges/tunnels, and adds 0.74 miles of grade‐separated Class I path.

Gold Line Light Rail Platform Modifications ‐ Phase 2 In Sacramento, converts 29 Gold Line light rail station platforms to fit low floor vehicles, phase 2 conversion.

Tulare Tulare County Association of Governments (TCAG) Caltrans D6 SR99/Caldwell Ave Interchange, Safety and Multi‐Modal Project In Tulare County, reconstruct the Avenue 280 (Caldwell Avenue) Interchange. Includes 0.8 miles auxiliary lane, 1.1 miles of bicycle lane, 0.9 miles sidwalk. 2023‐24 $ 68,227 $ 15,000 V VMendocino Ukiah, City of Ukiah, City of Urban Core Rehabilitation and Transportation Project In Ukiah, reconstruct 4.8 miles of local road and 2.9 miles of bicycle lanes,including: replacement of water and sewer utilities; construction of ADA accessiblecurb ramps; bulb‐outs and the installation of a traffic signal and bike lanes. 2023‐24 $ 14,356 $ 6,074 V V
San Mateo San Mateo County Transit District (SamTrans) San Mateo County Transit District (SamTrans) SamTrans Emission Zero Project In San Carlos, construct zero‐emission bus electrical charging infrastructure and bus charging bays; procure and install overhead pantograph charging dispenser; and construction of an electrical power distribution network; includes charging infrastructure for thirty‐seven Battery Electric Buses. 2023‐24 $ 32,605 $ 14,824 V II
Los Angeles Los Angeles County Metropolitan Transportation Authority (LA Metro) Los Angeles County Metropolitan Transportation Authority (LA Metro) Southeast Los Angeles Transit Improvements Project (SELA TIP) 2024‐25 $ 31,130 $ 14,500 V I Southeast Los Angeles Transit Improvements Project
(Transit Signal Priority)
In southeast Los Angeles County, purchase, design, and install 114 cloud‐based transit signal priority systems in NextGen Tier 1 and 2 high frequency corridorsthroughout the I‐710 South communities.

Bus Shelters Purchase and install 100 bus shelters with real‐time display and security lighting.

Lighting Purchase and install 100 solar‐powered lighting upgrades.

Termini/Layover Construction of 3 bus termini/layovers at Norwalk, Artesia, and Compton Stations.ZEB Charging Purchase and install 10 zero emission bus charging masts.

TOTAL $ 610,257 $ 142,453
Amount Over‐Programmed $ 6,253
2022 Local Partnership Competitive Program
Program of Projects - Projects Recommended for Funding
Resolution G-23-47
($1,000s)
Attachment B
Reference No.: 4.6
June 28-29, 2023
..Item 11 Page 105 of 242
36 Appendix II: Performance Metrics and Required Back-Up Information Measure Metric Project Type Build Future
No Build
Change Increase
or
decrease
Congestion
Reduction
Person Hours of
Travel Time
Saved per Year -
Transit Riders
Transit Signal
Prioritization
(192,064) - (192,064) decrease
Person Hours of
Travel Time
Saved per Year -
Transit Drivers
Transit Signal
Prioritization
788,223 725,165 (63,058) decrease
Change in Daily
Vehicle Miles
Travelled
Transit Signal
Prioritization

N/A N/A N/A N/A
Throughput Bicyclist and
Pedestrian Screen
Line Counts
(Optional)
Active
Transportatio
n

N/A N/A N/A N/A
System
Reliability
Peak Period Travel
Time Reliability
Index
Hwy Road N/A N/A N/A N/A
Level of Transit
Delay
Transit N/A N/A N/A N/A
Safety Number of
Fatalities
All N/A N/A N/A N/A
Number of Serious
Injuries
All N/A N/A N/A N/A
Rate of Fatalities All N/A N/A N/A N/A
Rate of Serious
Injuries
All N/A N/A N/A N/A
Economic
Development
Jobs Created All 362.4 - 362.4 Increase
Air Quality Particulate Matter
(PM 2.5 PM 10)
ZEV Charging 5.36 5.64 (0.3) decrease
Carbon Dioxide
(CO2)
ZEV Charging 4,113 71,030 (66,917) decrease
Volatile Organic
Compounds (VOC)
ZEV Charging - 2.63 (2.6) decrease
Sulphur Oxides
(SOx)
ZEV Charging - 0.51 (0.5) decrease
Carbon Monoxide
(CO)
ZEV Charging - 1,102 (1,102) decrease
.
.

Item 11 Page 106 of 242
37 Nitrogen Oxides
(NOx)
ZEV Charging - 7.13 (7.1) decrease
Cost
Effectiveness
Benefit Cost Ratio All N/A N/A 4.36 Increase
Accessibility Number of Jobs
Accessible by
Mode
All N/A N/ N/A N/A
Access to Key
Destinations by
Mode
All N/A N/ N/A N/A
Percent of
Population Defined
as Low Income or
Disadvantaged
within ½ mile of rail
station, ferry
terminal, or highfrequency bus stop
All N/A N/A N/A N/A
System
Preservation
(Pavement
and Bridge
Rehabilitation
only)
Pavement
Condition Index
Local Road
Hwy Road

N/A N/A N/A N/A
Bridge Condition
Rating for Bridge
Deck,
Superstructure,
Substructure
Local Road
Hwy Road

N/A N/A N/A N/A
Noise Level
Sound walls
only
(For reporting
only)
Number of
Receptors
Sound walls N/A N/A N/A N/A
Properties Directly
Benefited
Sound walls N/A N/A N/A N/A
Number of
Decibels
Sound walls N/A N/A N/A N/A
.
.

Item 11 Page 107 of 242
RIVER
L. A.

L. A. RIVER CITY OF VERNON NE: %86 6+E/TER VHOD WLS 3DFNDJH ..Item 11 Page 108 of 242
City Council Agenda Report
Meeting Date: July 7, 2026
From: Daniel S. Wall, P.E., Director of Public Works-City Engineer Department: Public Works
Submitted by: Rosemary Lozada, Management Analyst
Subject
Notice of Completion for Contract No. 20260102 - West Wing HVAC Replacement Recommendation
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 a full replacement of the existing HVAC main unit on the West Wing of the City Hall Structure and involves negligible or no expansion of an existing use; B. Accept the work of Western Allied Corporation as related to City Contract No. 20260102; and C. Authorize the Director of Public Works to execute and submit the Notice of Completion for the project to the Los Angeles County Recorder’s Office.

Background
On December 16, 2025, the City Council awarded Contract No. 20260102 – West Wing HVAC Replacement (Project) to Western Allied Corporation for $215,750 and authorized the City Administrator to issue change orders up to a 10% contingency amount of ($21,575). This contract involved a full replacement of the existing HVAC main unit on the West Wing of City Hall which was installed in the late 1990s and was experiencing significant wear and deterioration. The previous unit operated with only one of its four compressors which caused it to overheat and shut down frequently, exceeded its expected lifespan and was due for replacement.

The Project was completed on July 7, 2026, in accordance with the specifications and City Staff expectations. The final cost of the project totaled $215,750.

The Notice of Completion has been reviewed and approved as to form by the City Attorney.

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

Attachments

1. Notice of Completion – Contract No. 20260102
.
.

Item 12 Page 1 of 245

RECORDING REQUESTED BY AND WHEN
RECORDED, RETURN TO:

City of Vernon
Attention: City Clerk
4305 Santa Fe Avenue
Vernon, CA 90058
SPACE ABOVE THIS LINE RESERVED FOR RECORDER’S USE

TITLE(S)

NOTICE OF COMPLETION
.
.

Item 12 Page 2 of 245
For the benefit of City of Vernon
No fee per Government Code Section 27383 APN: 6302-017-901

NOTICE OF COMPLETION
NOTICE IS HEREBY GIVEN THAT, PURSUANT TO CIVIL CODE SECTION 9024:

1. The undersigned is the owner, or corporate officer of the owner, of the interest or estate below in the property hereinafter described.

2. The full name of the owner is: The City of Vernon.

3. The full address of the owner is: 4305 Santa Fe Avenue, Vernon, CA, 90058.

4. The nature of the interest or estate of the owner is: In Fee.

5. A work of improvement on the property hereinafter described was completed and accepted on July 7, 2026. The work done was: West Wing HVAC Replacement, Contract No. 20260102.

6. The name of the contractor, if any, for such work of improvement was Western Allied Corporation.

The property on which said work of improvement was completed is in the City of Vernon, County of Los Angeles, State of California, and is described as follows: Replacement and Installation of a new HVAC system for the West Wing of City Hall.

Dated: July 7, 2026
I, Daniel Wall, Director of Public Works, verify the foregoing Notice of Completion on behalf of the City of Vernon; I have read said Notice and know the contents thereof; and I have personal knowledge of the facts stated herein. I declare under penalty of perjury that the foregoing is true and correct. ________________________________________
Daniel Wall, Director of Public Works
City of Vernon
On __________, before me, Genoveva Rocha, City Clerk for the City of Vernon, personally appeared Daniel Wall, Director of Public Works for the City of Vernon, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or entity upon behalf of which he acted, executed the instrument.

WITNESS my hand and official seal.
_________________________________
Genoveva Rocha, City Clerk
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. .
.

Item 12 Page 3 of 245
City Council Agenda Report
Meeting Date: July 7, 2026
From: Todd Dusenberry, General Manager of Public Utilities Department: Public Utilities
Submitted by: Adriana Ramos, Principal Management Analyst Subject
Purchase Order with National Auto Fleet Group
Recommendation
A. Approve and authorize the issuance of a Purchase Order with National Auto Fleet Group (NAFG) for a 2026 Chevrolet Silverado EV for a total amount not-to-exceed $62,460.85; B. Authorize a contingency amount of ten percent (10%) or $6,246.09 for the vehicle purchase from NAFG in case of unforeseen fluctuations in price by inflation or supply chain issues; and C. Authorize the City Administrator to facilitate the bidding and purchase of a comparable vehicle for an amount not-to-exceed $68,706.94 (NAFG price plus contingency amount) from an alternate source/dealership should NAFG vehicle availability be impacted by inventory shortages.

Background
The South Coast Air Quality Management District (SCAQMD) Fleet Rules 1191 and 1196 mandate public fleet operators to procure low-emitting gasoline or alternative-fuel vehicles when adding or replacing vehicles to their vehicle fleet. Vehicles must be replaced with newer lower or zero-emission vehicles, such as electric, compressed natural gas (CNG), hybrid, or gasoline vehicles that meet LEV standards or better. Diesel powered vehicles do not meet fleet rule requirements.

Vernon Public Utilities (VPU) has developed a five-year plan to replace vehicles in its fleet. This plan considers factors such as vehicle age, mileage, usage and compliance with SCAQMD regulations to ensure safety and reduce operating risks. Additionally, it incorporates recommendations from the Public Works Garage staff, who provide insights into the condition of older VPU vehicles. Replacing these vehicles will help address the challenges posed by the scarcity of replacement parts, which has led to increased repair costs and a greater maintenance workload for Public Works staff. In accordance with VPU’s fleet replacement plan, a 2007 Mercury Grand Marquis, with City vehicle ID S200, was identified for replacement. VPU proposes purchasing a 2026 Chevrolet Silverado EV for use by the engineering department as a pool vehicle. This vehicle will be utilized to visit work sites throughout the City, as well as for transportation to any off-site meetings or trainings.

Staff recommends approval of a Purchase Order with NAFG in the amount of $62,460.85 for the purchase of a 2026 Chevrolet Silverado EV. Additionally, staff recommends a contingency amount of ten percent (10%) or $6,246.09, in the event vehicle prices fluctuate due to inflation, supply chain issues that impact vehicle inventory, or if a comparable make and model must be purchased from NAFG or another source/dealership. Pursuant to Vernon Municipal Code (VMC) Section 3.32.110(A)(5), the proposed purchase is exempt from competitive bidding, as the purchase is through Sourcewell, which offers participating agencies cooperative, competitively solicited buying contracts. The quote secured from NAFG for this potential purchase is based on Sourcewell contract (contract 091521-NAF) pricing.

City Council approval for this purchase is required pursuant to VMC Section 3.32.030(B), as .
.

Item 13 Page 1 of 257
within the last twelve (12) months, the City has paid or awarded NAFG a total of $198,313.49 in Purchase Orders for various vehicle purchases.

Fiscal Impact
The fiscal impact is estimated at $68,706.94. Sufficient funds are available in the Gas AB-32 Fund, CARB Cap and Trade Program, CARB Natural Gas Rebates for Fiscal Year 2026-27.

Attachments

1. National Auto Fleet - Quote ID 34210-DA
.
.

Item 13 Page 2 of 257
Quote ID #
Stock #
Dear
National Auto Fleet Group is pleased to quote the following vehicle(s) for your consideration:
delivered to your specified location, each for
(1) MSRP (1) One Unit Total % Total Savings
Contract Price $ 55,839.00 56,639.00 $ 1.412% 800.00 $
Tax: 10.500% $ 5,863.10
Tire Fee $ 8.75
Transportation $ 750.00
Total $ 62,460.85
-per the attached specifications.

This vehicle(s) is avaialble under the Sourcewell Contract 091521-NAF. Please reference this contract number on all purchase orders to National Auto Fleet Group.

Payment terms are Net 20 days after receipt of vehicle.

Thank you in advance for your consideration. Should you have any questions, please do not hesitate to call or email.

Sincerely,
Jesse Cooper
National Fleet Manager
Office (855) 289-6572
Vernon, CA 90058
Ms. Lisa Umeda,
One (1) New/Unused (2026 Chevrolet Silverado EV (CT35843) e4WD Crew Cab Standard Range Work Truck, ) 6/17/2026 34210-DA
Ms. Lisa Umeda WC10900
City of Vernon, CA
4305 S Santa Fe Ave
.
.

Item 13 Page 3 of 257
Purchase Order Instructions & Resources
Once units are scheduled by OEM, no cancellations are accepted In order to finalize your purchase please submit this purchase packet to your governing body for a purchase order approval and submit your purchase order in the following way:

Email: [email protected]
Fax: (831) 480-8497
Mail: National Auto Fleet Group
490 Auto Center Drive
Watsonville, CA 95076
We will send a courtesy confirmation for your order and a W-9 if needed.

Additional Resources
Learn how to track your vehicle: www.NAFGETA.com
Use the upfitter of your choice: www.NAFGpartner.com
Vehicle Status: [email protected]
General Inquiries: [email protected]
For general questions or assistance please contact our main office at:
. 1-855-289-6572
.

Item 13 Page 4 of 257
Vehicle Configuration Options

EMISSIONS
Code Description
YF5 Emissions, California state requirements
ENGINE
Code Description
EN0 Engine, none, (STD)

TRANSMISSION
Code Description
MF1 Transmission, none, (STD)

PREFERRED EQUIPMENT GROUP
Code Description
4WT Work Truck Preferred Equipment Group, includes standard equipment WHEELS
Code Description
RT3 Wheels, 18" X 8.0" (45.7 cm x 20.3 cm), steel, (STD) TIRES
Code Description
QWJ Tires, LT265/70R18, all-season blackwall, (STD)
PAINT
Code Description
GAZ Summit White

SEAT TYPE
Code Description
AR9 Seats, front bucket, (STD)

SEAT TRIM
Code Description
H9F Black, Evotex seat trim

ADDITIONAL EQUIPMENT
Code Description
.
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Item 13 Page 5 of 257
CGN Chevytec spray-on bedliner, Black, (does not include spray-on liner on tailgate due to Black composite inner panel)
R9Y
Mobile Service Plus., MobileService+ is a suite of service conveniences for 1 year - Mobile Service, Pick-up & Delivery, and Loaner with Drop off. MobileService+ van will come to your home to perform select services or pick up your vehicle and return it once the service is completed at the dealership. Cost of part and labor are not included.

CHARGING CORD
Code Description
PSC
Dual Level Charge Cord, dual-mode, portable, 120-volt (1.4 kW) and 240-volt (7.7 kW) capability, swappable NEMA 5-15 and NEMA 14-50 plugs with SAE J1772 vehicle connection

BATTERY
Code Description
EWX Battery Pack, Standard Range, (STD)
GVWR
Code Description
C5F GVWR, 9990 lbs. (4531 kg)

PROPULSION
Code Description
XRJ Dual Motor 4WD, (STD)
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Item 13 Page 6 of 257
2026 Chevrolet Silverado EV e4WD Crew Cab Standard Range Work Truck

CODE MSRP
CT35843 $52,800.00
YF5 $500.00
EN0 $0.00
MF1 $0.00
4WT $0.00
RT3 $0.00
QWJ $0.00
GAZ $0.00
AR9 $0.00
H9F $0.00
CGN $545.00
R9Y $199.00
PSC $0.00
EWX $0.00
C5F $0.00
XRJ $0.00
$54,044.00
$0.00
$2,595.00
$56,639.00
Est City: 19 MPG
Est Highway: 24 MPG
Est Highway Cruising Range: 432.00 mi
2026 Fleet/Non-Retail Chevrolet Silverado EV e4WD Crew
Cab Standard Range Work Truck

WINDOW STICKER
MODEL
2026 Chevrolet Silverado EV e4WD Crew Cab Standard Range Work Truck

OPTIONS
Emissions, California state requirements
Engine, none, (STD)
Transmission, none, (STD)
Work Truck Preferred Equipment Group, includes standard equipment Wheels, 18" X 8.0" (45.7 cm x 20.3 cm), steel, (STD)
Tires, LT265/70R18, all-season blackwall, (STD)
Summit White
Seats, front bucket, (STD)
Black, Evotex seat trim
Chevytec spray-on bedliner, Black, (does not include spray-on liner on tailgate due to Black composite inner panel)
Mobile Service Plus., MobileService+ is a suite of service conveniences for 1 year - Mobile Service, Pick-up & Delivery, and Loaner with Drop off. MobileService+ van will come to your home to perform select services or pick up your vehicle and return it once the service is completed at the dealership. Cost of part and labor are not included.

Dual Level Charge Cord, dual-mode, portable, 120-volt (1.4 kW) and 240-volt (7.7 kW) capability, swappable NEMA 5-15 and NEMA 14-50 plugs with SAE J1772 vehicle connection Battery Pack, Standard Range, (STD)
GVWR, 9990 lbs. (4531 kg)
Dual Motor 4WD, (STD)
Please note selected options override standard equipment

SUBTOTAL
Advert/ Adjustments
Manufacturer Destination Charge

TOTAL PRICE
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Item 13 Page 7 of 257
Any performance-related calculations are offered solely as guidelines. Actual unit performance will depend on your operating conditions.

Notes
Government Quote ID: 35220
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Item 13 Page 8 of 257
Standard Equipment

MECHANICAL
Engine, none (STD)
Battery Pack, Standard Range (Up to 510 hp and 490 lb-ft of torque in Tow/Haul Mode.) (STD) Transmission, none (STD)
Dual Motor 4WD Performance Torque Vectoring Dual Motor 4WD (Electronic), 2 motors (1 front & 1 rear electric drive unit) (STD)
Dual Level Charge Cord, dual-mode portable, 120-volt (1.4 kW) and 240-volt (7.7 kW) capability, swappable NEMA 5-15 and NEMA 14-50 plugs with SAE J1772 vehicle connection GVWR, 9990 lbs. (4531 kg)

EXTERIOR
Wheels, 18" X 8.0" (45.7 cm x 20.3 cm), steel (STD)
Tires, LT265/70R18, all-season blackwall (STD)

INTERIOR
Seats, front bucket (STD)

ADDITIONAL EQUIPMENT
Assisted Driving Package includes (UGN) Enhanced Automatic Emergency Braking, (UVZ) Reverse Automatic Braking, (UFB) Rear Cross Traffic Braking, (CTB) Intersection Automatic Emergency Braking, (UKK) Rear Pedestrian Alert, (HS1) Safety Alert Seat, (UOW) Side Bicyclist Alert, (UVX) Traffic Sign Recognition, (UV2) HD Surround Vision and (KSG) Adaptive Cruise Control (Includes (UKI) Blind Zone Steering Assist and (UKM) Lane Keep Assist with Lane Departure Warning.) Pickup bed, 5 ft 11 inches
Electronic Precision Shift electronic transmission range selector with Low selection for throttle off regenerative braking and one-pedal driving capability
Emission system zero emission vehicle (ZEV)
Chassis, Dual Motor 4WD
Front Drive Unit 1-motor, Integrated Inverter, Park System Rear Drive Unit 1-motor, Integrated Inverter
DC fast charging (14MOD is 475V, up to 220kW)
Charging module, 11.5 kW high-voltage
Vehicle-to-home all V2H-capable GM EV's can provide power to your properly equipped home in a blackout to all equipment groups (The GM Energy PowerShift Charger and GM Energy V2H Enablement Kit requires an adequately charged and properly equipped GM EV having bidirectional charging capabilities, a properly equipped home, and proper grid interconnection. Some eligible 24MY EVs will require a dealership or over-the-air update to enable bidirectional charging. Weather conditions, life of the battery, vehicle variation and usage, and other external factors may impact the .
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Item 13 Page 9 of 257
duration of power supply. Power supply may be interrupted. It is not recommended that the following devices be powered with the GM Energy PowerShift Charger and V2H Enablement Kit: Medical Devices.)
Suspension, 4-wheel independent suspension with premium ride and handling Brakes, front and rear sliding caliper disc with DURALIFE rotors, with Variable Regen on Demand capability
Brake rotor, FNC
Trailer brake controller, integrated
Tow/Haul Mode
Jack, mechanical, with tools located in the eTrunk
Wheel, spare, 18" X 8.0" (45.7 cm x 20.3 cm), steel
Tire, spare LT225/65R18, all-season blackwall
Shutters, front upper and lower grille, active
IntelliBeam, automatic high beam on/off
Headlamps, LED with LED Daytime Running Lamps
Tail lamps, LED
LED Cargo Area Lighting located in cargo bed activated with switch on instrument panel Mirrors, outside heated power-adjustable
Mirror caps, painted Black
Window, front side, solar absorbing
Window, rear side, solar absorbing, privacy tinting
Glass, deep-tinted, rear door and rear cab
Tailgate, standard
Tailgate, gate function manual with EZ Lift
Tailgate, locking
Door handles, body-color
SiriusXM Trial Subscription (IMPORTANT: the SiriusXM trial subscription is not provided on vehicles that are ordered for Fleet Daily Rental ("FDR") use. Trial subscription is subject to the SiriusXM Customer Agreement and privacy policy, visit www.siriusxm.com which includes full terms and how to cancel. All fees, content, features, and availability are subject to change.) Audio System, 17.7" diagonal advanced color LCD display with Google built-in compatibility (select service plan required, terms and limitations apply), including navigation capability, connected apps, personalized profiles for each driver's settings, Natural Voice Recognition Audio system feature, 6-speaker system
Wi-Fi Hotspot capable (Terms and limitations apply. See onstar.com or dealer for details.) 5G vehicle connectivity
Evotex seat trim
Seat adjuster, driver 6-way manual
Seat adjuster, front passenger 4-way manual
Seat, rear 60/40 folding bench
Center console, floor-mounted 4 cup holders, USB port, Auxiliary and 120V Power Outlets Floor Covering, all-weather vinyl flooring
Steering Wheel, urethane
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Item 13 Page 10 of 257
Steering column, manual tilt and telescoping
Steering wheel audio controls
Driver Information Center 11" diagonal display with fully digital color Windows, remote Express-Down, front and rear door windows Door locks, power
Remote vehicle starter system pre-conditioning
Keyless Open and Start includes remote keyless entry
Adaptive Cruise Control (Included with (AS2) Assisted Driving Package.) Theft-deterrent system, unauthorized entry
Alarm, remote panic
USB Ports, 2, Type-C Charge/Data ports located on floor console USB Ports, rear, dual, Type-C charge-only
Power outlet, front console, 12-volt
Power outlet, 120-volt, on back of floor console
Power outlet, 110-volt, located in the eTrunk
Power inverter, off power mode
Air conditioning, dual-zone automatic climate control
Air vents, rear, heating/cooling
Air filter, pollutant
Air conditioning, refrigerant, low GWP
Defogger, rear-window electric
Sensor, cabin humidity and windshield temperature
Map pocket, front passenger seatback
Mirror, inside rearview manual tilt, day/night
eTrunk, lockable weather-proof and lit compartment with 120 volt outlet, cargo tie-downs and drain holes
Enhanced Automatic Emergency Braking (Included with (AS2) Assisted Driving Package.) Reverse Automatic Braking (Included with (AS2) Assisted Driving Package.) Rear Cross Traffic Braking (Included with (AS2) Assisted Driving Package.) Front Pedestrian and Bicyclist Braking
Intersection Automatic Emergency Braking intersection alert, braking (Included with (AS2) Assisted Driving Package.)
StabiliTrak, Stability Control System with Proactive Roll Avoidance and traction control includes electronic trailer sway control and hill start assist
Airbags, Frontal airbags for driver and front passenger; Seat-mounted side-impact airbags for driver and front outboard passenger; Head-curtain airbags for front and rear outboard seating positions; Includes front outboard Passenger Sensing System for frontal passenger airbag (Always use seat belts and child restraints. Children are safer when properly secured in a rear seat in the appropriate child restraint. See the Owner's Manual for more information.) OnStar Services capable (See onstar.com for details and limitations. Services vary by model. Service plan required.)
Side Bicyclist Alert (Included with (AS2) Assisted Driving Package.) .
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LED Reflective Windshield Collision Alert
Traffic Sign Recognition (Included with (AS2) Assisted Driving Package.) HD Surround Vision with Trailer View Camera Provision (Included with (AS2) Assisted Driving Package.)
Blind Zone Steering Assist (Included with (AS2) Assisted Driving Package.) Lane Keep Assist with Lane Departure Warning, enhanced (Included with (AS2) Assisted Driving Package.)
Front and Rear Parking Assist
Hitch Guidance
Following Distance Indicator
Forward Collision alert
Rear Pedestrian Alert (Included with (AS2) Assisted Driving Package.) Rear Seat Reminder
Seat Belt adjustable Guide Loops, front row
Seat Belt, front passenger presence detector
Seat belt, rear passenger presence detector
Buckle to Drive prevents vehicle from being shifted out of Park until driver seat belt is fastened; times out after 20 seconds and encourages seat belt use, can be turned on and off in Settings or Teen Driver menu
LATCH system (Lower Anchors and Tethers for CHildren) for child restraints seats Safety Alert Seat (Included with (AS2) Assisted Driving Package.) Door locks, rear child security lock manual child lock system (rear door latch) Teen Driver configurable feature that lets you activate customizable vehicle settings associated with a key fob, to help encourage safe driving behavior. It can limit certain available vehicle features, and it prevents certain safety systems from being turned off. An in-vehicle report card gives you information on driving habits and helps you to continue to coach your new driver Tire Pressure Monitoring System auto learn, includes Tire Fill Alert OnStar Basics (OnStar Fleet Basics for Fleet) Drive confidently with core OnStar services including remote commands, built-in voice assistance, real-time traffic and navigation, and Automatic Crash Response to help if you're in need (Requires (UE1) OnStar. OnStar Basics includes remote commands, Navigation, Voice Assistance, and Automatic Crash Response, for eligible vehicles with compatible software. OnStar Basics is standard for 8 years; OnStar plan, working electrical system, cell reception and GPS signal required. OnStar links to emergency services. Service coverage varies with conditions and location. Service availability, features and functionality vary by device and software version. See onstar.com for details and limitations.)
Trailering Information Label
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City Council Agenda Report
Meeting Date: July 7, 2026
From: Todd Dusenberry, General Manager of Public Utilities Department: Public Utilities
Submitted by: Adriana Ramos, Principal Management Analyst Subject
Confirmation Letter with NRG Business Marketing LLC
Recommendation
A. Find the action is not in reference to a “project” subject to the California Environmental Quality Act (CEQA) under Guidelines Section 15378 because it involves the continuing administrative activity of purchasing power and resource adequacy; and even if it were a “project” subject to CEQA, the approval requested is exempt in accordance with CEQA Guidelines Section 15061(b)(3), the general rule that CEQA only applies to projects that may have a significant effect on the environment, and any construction that may occur by a private party in the future in reliance on this approval would be subject to CEQA review by another governmental agency at the time when actual details of any physical proposal would be more than speculative; and B. Approve and authorize the City Administrator to execute the Confirmation Letter with NRG Business Marketing LLC, in substantially the same form as submitted, for the Purchase of Portfolio Content Category Product 1 (PCC1) Energy in the amount-not-to exceed $37,000,000 for a 10-year term.

Background
State regulations require that load-serving entities (utilities) obtain a percentage of their generation from renewable power sources to offset traditional (fossil fuel) energy generation. In addition to, or as an alternative to, procuring power from renewable sources, in order to meet state mandated renewable requirements, utilities can also purchase Renewable Energy Credits (RECs). RECs demonstrate that electricity was generated from an eligible renewable energy resource and are purchased or sold by eligible entities. The Renewable Portfolio Standard (RPS) is a regulatory mandate to increase the generation of energy from renewable sources. VPU is responsible for implementing an RPS program that reflects the Legislature’s intent to encourage the use of energy from renewable resources, while considering impacts on system reliability, financial resources, environmental goals, and affordability.

VPU is making progress toward meeting the goals set by Senate Bill 350 (SB 350), Senate Bill 100 (SB 100), and Senate Bill 1020 (SB 1020). These laws collectively mandate that 100% of electric retail sales originate from renewable and zero-carbon sources by 2045. Starting with Compliance Period 4 (CP4) in 2021, the California Energy Commission (CEC) implemented the RPS Long-Term Procurement Requirement for Publicly Owned Utilities (POUs), as specified by SB 350. This requirement mandates that at least 65% of renewable energy procurement must come from contracts lasting 10 years or longer.

Currently, VPU staff are encountering challenges due to delays and cancellations of renewable energy projects caused by:

1. Interconnection and transmission constraints;

2. Tariffs imposed on solar panels and battery energy storage system (BESS) equipment; . and
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Item 14 Page 1 of 230

3. The phase-out of federal tax credits under the recently signed “H.R. 1 - One Big Beautiful Bill Act,” which were previously available through the Inflation Reduction Act, has negatively impacted renewable development projects in California.

Despite these challenges, VPU staff have successfully negotiated a 10-year long-term agreement in order to meet its interim RPS compliance targets.

On February 14, 1994, the City Council passed Resolution No. 6388, which authorized the execution of the Western Systems Power Pool (WSPP) Agreement with various entities. This agreement, sanctioned by the Federal Energy Regulatory Commission, provides a standardized contract for utilities to manage the purchase and sale of wholesale electricity, including Renewable Energy Certificates (RECs). The WSPP Agreement standardizes the terms and conditions for power purchasing, selling, and trading among its members. On September 16, 2025, the City Council approved a Confirmation Letter with BP Energy Company (BP Energy) for the purchase of RECs from BP Energy for a 10-year term. VPU staff are now seeking approval to continue purchasing RECs from NRG Business Marketing LLC (NRG) under a long-term contract, in accordance with the general terms and conditions of the WSPP Agreement.

Approving a 10-year Confirmation Letter for the Purchase of Portfolio Content Category Product 1 (PCC1) Energy with NRG would be beneficial to the City and serve the best interests of its customers. This agreement will help the City meet its renewable energy requirements, with terms and conditions governed by the WSPP Agreement.

The Confirmation Letter outlines the general terms and conditions of the agreement between the City and NRG. These terms are subject to the WSPP Agreement dated October 31, 2025. In the event of any conflict between the terms in the Confirmation Letter and those in the WSPP Agreement, the terms in the Confirmation Letter will govern. The expected duration of the Confirmation Letter for purchasing RECs from NRG is through the calendar year 2037.

It is beneficial to the City, and it is the industry standard to enter into Master and Enabling Agreements that deal with buying and selling power, including RECs. The City will benefit from competitive pricing by purchasing RECs from NRG by entering into this transaction.

The key objectives of the Confirmation Letter with NRG include:
• Expanding VPU’s credit counterparty pool
• Creating an opportunity for better pricing, especially for RECs • Maximizing trading capability
• Ensuring that VPU meets state-mandated RPS compliance target Vernon Municipal Code (VMC) Section 3.32.110(A)(6) exempts contracts for the acquisition, sale or transmission of electrical power from competitive bidding requirements where it is commercially unreasonable to comply with standard procurement procedures and dictates that all such procurements shall be made pursuant to a resolution of the City Council which establishes a process for procurement. On November 15, 2022, the City Council adopted Resolution No. 2022-40 approving and adopting an Energy Risk Management Policy (ERMP) to establish a process and procedures for the purchase and sale of energy and natural gas that are commercially reasonable, and intended to prevent fraud and collusion, and to ensure that the City receives optimum value in its procurements. Thus, pursuant to VMC Sections 3.32.110(A)(6) and 3.32.110(B)(1), the proposed Confirmation Letter is exempt from competitive bidding and competitive selection as this contract will be used for the purchase of electricity, including RECs, as it is commercially unreasonable to comply with standard procurement procedures, and the contract complies with the process and procedures established by the ERMP. The proposed .
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Confirmation Letter outlines the details of the 10-year term agreement with NRG.

VPU staff recommends that the City Council approve the Confirmation Letter with NRG for the purchase of PCC1. The annual average cost is $3,700,000, resulting in a total amount not to exceed $37,000,000 over a 10-year term. This estimate is based on projected usage of 1,000,000 MWh at a contract price of $37 per MWh.

The Confirmation Letter has been reviewed and approved as to form by the City Attorney’s Office.

Fiscal Impact
The fiscal impact is not to exceed $37,000,000. Sufficient funds are available in the Electric Fund, Resource Management, Renewable Energy Credit, Account Number 055-050-590-520154, for the current fiscal year and will be budgeted in subsequent years.

Attachments

1. Confirmation Letter with NRG Business Marketing LLC

2. WSPP Master Power Purchase and Sale Agreement
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1 CONFIRMATION LETTER

BETWEEN

NRG BUSINESS MARKETING LLC
AND

CITY OF VERNON
This confirmation letter (“Confirmation”) confirms the transaction between NRG Business Marketing LLC (“NRG”) and City of Vernon (“City of Vernon”), each individually a “Party” and together the “Parties,” dated as of July 7, 2026 (“Effective Date”). This transaction shall be governed by the WSPP Agreement effective October 31, 2025, including but not limited to Service Schedule R, as amended from time to time (the “WSPP Agreement”). If there is any conflict between the terms set forth in this Confirmation and the WSPP Agreement, the terms set forth in this Confirmation shall govern. The WSPP Agreement, supplemented by this Confirmation (collectively, the “Agreement”), constitutes the complete and final agreement between the Parties concerning the purchase and sale of the Product. For greater clarity, references to Service Schedule R appear, for example, as “Section R-2.3.2”. Additional definitions are included under the Definitions section below. §1 Purchaser/Buyer City of Vernon
§2 Seller NRG Business Marketing LLC
§3 Broker N/A
§4 Product
 Other (specify): Firm Project Energy and, if applicable, Flexible Product (as defined below) Project Energy, in each case bundled with the associated Renewable Energy Credits (“RECs”) delivered on an hourly, sub-hourly or real time basis, without substituting energy from another source to the Delivery Points (“PCC 1 Product”) California Public Utilities Code Section 399.16(b)(1) and Section 3203 (a)(1) of the CEC’s Enforcement Procedures for the Renewables Portfolio Standard for Local Publicly Owned Electric Utilities, as adopted by the California Energy Commission on December 22, 2020 and effective on July 12, 2021 (“PCC1 Product”). The Product does not include any other non-Green Attributes (e.g., ancillary services or resource adequacy capacity).

Portfolio Content Category 1
□ Firm REC
□ Firm Bundled REC
□ Resource Contingent REC
□ Resource Contingent Bundled REC
□ Facility As-Run REC
□ Facility As-Run Bundled REC
□ Firm Bundled REC + Resource Contingent Bundled REC
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2 Project Energy and the associated RECs may be generated from the Generation Facilities listed below in Appendix A.
§5 Applicable
Program State of California Renewables Portfolio Standard Program §6 WREGIS
Certificate
Transfer Date
Seller shall transfer WREGIS Certificates for the PCC1 Product from its WREGIS account to Purchaser’s WREGIS account no later than May 15th following the end of each Generation Period. Upon receiving written or electronic confirmation from WREGIS that a transfer order has been initiated by Seller, Buyer shall confirm such transfer order in WREGIS within fourteen (14) days after such notice. Upon either Party’s receipt of notice from WREGIS that a transfer of WREGIS Certificates was not recognized, that Party will promptly notify the other Party, providing a copy of such notice, and both Parties will cooperate in taking such actions as are necessary and commercially reasonable to cause such transfer to be recognized and completed.
§7 Generation
Period
The generation period for Project Energy begins on January 1 of the relevant year specified below and continues through the date that all Project Energy transacted under this Confirmation has been delivered in accordance with this Confirmation, but in any case no later than December 31 of the relevant year as detailed below (the “Generation Period”).

Calendar Year Generation Period
2028 January 1, 2028 – December 31, 2028
2029 January 1, 2029 – December 31, 2029
2030 January 1, 2030 – December 31, 2030
2031 January 1, 2031 – December 31, 2031
2032 January 1, 2032 – December 31, 2032
2033 January 1, 2033 – December 31, 2033
2034 January 1, 2034 – December 31, 2034
2035 January 1, 2035 – December 31, 2035
2036 January 1, 2036 – December 31, 2036
2037 January 1, 2037 – December 31, 2037
§8 Generating
Facilities:

The Product shall be produced by one or more of the energy generating facilities listed in Appendix A, each of which is: (i) certified as an ERR for the California Renewable Portfolio Standard (“RPS”) and registered with WREGIS, and (ii) from which Seller is entitled, pursuant to its agreements, to a portion of the output of the .
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3 Project Energy and associated RECs, and such output is used to source the Product delivered hereunder during the Delivery Term (each, a “Generating Facility” and collectively, the “Generating Facilities”). In addition, each Generating Facility has:
(i) a first point of interconnection with a California balancing authority;
(ii) its first point of interconnection with distribution facilities used to serve end users within a California balancing authority area;
(iii) its generation scheduled into a California balancing authority without substituting electricity from any other source, provided that, if another source provides real-time ancillary services required to maintain an hourly or subhourly import schedule into the California balancing authority, then only the fraction of the schedule actually generated by the Generating Facility from which the electricity is procured may count toward this Product; or
(iv) its generation is scheduled into a California balancing authority pursuant to a dynamic transfer agreement between the balancing authority where the Generating Facility is located and the California balancing authority into which the generation is scheduled.

Seller may add additional Generating Facilities to Appendix A by notice, as further provided in Appendix A.

Contemporaneous with such written notification, such generating facilities shall automatically become a Generating Facility(ies) hereunder provided that such generation facility satisfy on the clauses (i) through (iv) above. The Parties acknowledge and agree that Seller, in its sole discretion, may utilize one or more of the Generating Facility(ies) in order to satisfy its obligations hereunder. §9 Contract
Quantity
Calendar
Year
Firm
(RECs)
Flexible
Product (as
applicable)
(RECs)
2028 75,000 25,000
2029 75,000 25,000
2030 75,000 25,000
2031 75,000 25,000
2032 75,000 25,000
2033 75,000 25,000
2034 75,000 25,000
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4 2035 75,000 25,000
2036 75,000 25,000
2037 75,000 25,000
Total 750,000 250,000
§10 Delivery Term The period starting on the first calendar day of the first Generation Period and ending on the last calendar day of the last Generation Period.
§11 Energy Delivery
Point
The Energy Delivery Point(s) shall be the nodes on the CAISO system where the Generating Facilities inject energy onto the CAISO system.
§12 Contract Price The Contract Price for each MWh of PCC1 Product delivered to Buyer shall consist of the Energy Price and the REC Price, calculated as follows:

Contract Price = Energy Price – CAISO Credit + REC Price Where:
“Energy Price” is the applicable day-ahead or real-time LMP at the Energy Delivery Point for the applicable Generating Facility per MWh;
“CAISO Credit” is the Energy Price received by Seller, or its designee(s) from the CAISO at the Energy Delivery Point for the Project Energy for the applicable Generating Facility; and “REC Price” is $37.00 per MWh (i.e., per REC) for the PCC1 Product conveyed to Buyer in accordance with the terms of this Confirmation.

The Contract Price for each MWh of Project Energy is the sum of (a) Energy Price minus the CAISO Credit, which shall equal zero dollars ($0.00) and (b) the REC Price. Notwithstanding anything herein to the contrary, no amount associated with the Project Energy or Energy Price shall be payable by Seller hereunder, including (without limitation) under, and notwithstanding, Section

5.2.4(b) of Schedule R, or (ii) included in the calculation of any Resale Price, Replacement Price or any Termination Payment. §13 Scheduling Seller, its seller(s) or its designee(s) will perform all scheduling and if applicable, NERC e-tagging requirements for this Transaction. All scheduling shall be performed consistent with all applicable NERC, CAISO and WECC scheduling protocols. The Project Energy shall only be sourced from a Generating Facility. Seller may schedule or cause to be scheduled the Project Energy during any or all hours in the Delivery Term.
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5 For any Product that requires a NERC e-Tag (“e-Tag”), each e-Tag shall have a Generating Facility as the source of energy, sink inside California and contain the applicable Generating Facility’s CEC RPS IDs (noted in table above) on the Buyer’s Designee line of the physical path in the Miscellaneous Information field. Buyer will be copied on all e-Tags provided to Seller and all e-Tags will be matched with RECs in WREGIS before such RECs are transferred to Buyer. To the extent available to Seller, Seller shall make commercially reasonable efforts to provide necessary supporting documentation, as required by the California Public Utilities Commission and the California Energy Commission (CEC), to Buyer for purposes of supporting product eligibility claims for the PCC1 Product under California’s RPS Program – such materials may include the Hourly Meter and e-Tag Reconciliation reporting template and the Hourly e-Tag Summary reporting template, as may be applicable for certain Product.

If the source of the Project Energy is from a facility located outside of California, Seller, its seller(s) or its designee(s) shall be the electricity importer for purposes of California Global Warming Solutions Act, California Cap on Greenhouse Gas Emissions and Market-Based Compliance Mechanisms, also referred to as Capand-Trade Regulations. If the source of the Project Energy is from a facility located in California, these Scheduling provisions shall be modified to reflect such facility characteristics.

For Generating Facilities that require a NERC e-Tag, Buyer agrees, by May 15 following the end of each Calendar Year covered in the Term of this Confirmation, to provide Seller with a WREGIS event log, providing a detailed breakdown of the total quantity of WREGIS Certificates transferred under this Confirmation associated with the PCC1 Product that have been placed in a WREGIS retirement subaccount and those that remain in a WREGIS active subaccount and the name of each such account. The detailed breakdown should include REC serial numbers, vintage year and month by quantity and WREGIS Generating Unit ID, as well additional information, to the extent such information is available in WREGIS, that may be necessary for Seller to meet the California Air Resources Board Mandatory Reporting Requirements Section 95111(g)(1)(M)(3).
§14 Additional
Flexible Product
Provisions
Seller may. at its option, deliver Flexible Product, but shall have no obligation to deliver any Flexible Product unless and until the delivery of a 10/31 Notice and shall not be deemed to have failed to meet any Flexible Product delivery obligation hereunder in a Generation Period unless Seller has notified Buyer in writing on or before October 31 of such Generation Period of the Contract Quantity of any Flexible Product which Seller commits to delivering after October 31 of such Generation Period (each, a “10/31 Notice”). Buyer shall have no obligation to accept any Flexible Product after October 31 of such Generation Period if Seller has not notified Buyer of such Product in the 10/31 Notice for such Generation Period. The failure of Seller to deliver Flexible Product which Seller has not been specified by Seller in a 10/31 Notice, .
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6 including for avoidance of doubt any failure of any representation and warranty with respect to such Flexible Product, shall not constitute a failure or other breach by Seller under this Agreement.

Any Product delivered by Seller under this Agreement will first be allocated to the applicable “Firm” portion of Contract Quantity for that Generation Period, with any excess over such amount then allocated to the applicable Flexible Product portion of the Contract Quantity for that Generation Period.
§15 Settlement and
Payment
(a) Project Energy. Seller shall receive CAISO Credit directly from the CAISO for Project Energy delivered under this
Confirmation. Seller shall invoice, and Purchaser shall pay for, Project Energy delivered to the Delivery Points at the Energy Price less the CAISO Credit, which shall equal out to zero dollars ($0.00), pursuant to Section 9 of the WSPP Agreement. Whether invoiced or not, Seller shall be entitled to retain for its account all revenues received from CAISO associated with the delivery of Project Energy to a California balancing authority.
(b) RECs. Payments of amounts owed by Purchaser to Seller hereunder shall be due and payable after the WREGIS Certificates for the RECs have been transferred to Purchaser’s WREGIS account. Purchaser shall pay the invoice no later than ten (10) days following receipt of Seller’s invoice subsequent to the transfer of the RECs, pursuant to Section 9 of the WSPP Agreement. Buyer shall pay Seller via wire transfer in immediately available funds. §16 No Recourse to
Members of
Purchaser
N/A
§17 Collateral Pursuant to Section R-4 of Schedule R, Section 27 of the WSPP Agreement is not applicable to this Confirmation and neither Party shall have the right to request credit assurances under Section 27. §18 Governing Law Governing Law: This Agreement and the rights and duties of the parties hereunder shall be governed by and construed, enforced and performed in accordance with the laws of the state of California, without regard to principles of conflicts of law. To the extent enforceable at such time, each party waives its respective right to any jury trial with respect to any litigation arising under or in connection with this Agreement. [STC 17, Non-Modifiable. CPUC Decision .11-01-025] For purposes of this paragraph, “parties” means the “Parties” hereto and “this Agreement” means this Confirmation.
§19 Representations
and Warranties
Eligibility: Seller, and, if applicable, its successors, represents and warrants that throughout the Delivery Term of this Agreement that:
(i) the Project qualifies and is certified by the CEC as an Eligible Renewable Energy Resource (“ERR”) as such term is defined in Public Utilities Code Section 399.12 or Section 399.16; and (ii) the Project’s output delivered to Buyer qualifies under the requirements of the California Renewables Portfolio Standard. To the extent a .
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7 change in law occurs after execution of this Agreement that causes this representation and warranty to be materially false or misleading, it shall not be an Event of Default if Seller has used commercially reasonable efforts to comply with such change in law. [STC 6, Non-Modifiable. (Source: CPUC Decision 07-11-025, Attachment A.) CPUC Decision 08-04-009] For purposes of the STCs quoted in this §19, “this Agreement” means this Confirmation, “commercially reasonable efforts” for Seller is subject to the limitations below in this §19, “change in law” means “Change in Law as defined in the WSPP Agreement (as modified herein), and “Project” means the relevant Generating Facilities from which Seller elects to deliver the Product.

Transfer of Renewable Energy Credits: Seller and, if applicable, its successors, represents and warrants that throughout the Delivery Term of this Agreement the Renewable Energy Credits transferred to Buyer conform to the definition and attributes required for compliance with the California Renewables Portfolio Standard, as set forth in California Public Utilities Commission Decision 08-08- 028, and as may be modified by subsequent decision of the California Public Utilities Commission or by subsequent legislation.

To the extent a change in law occurs after execution of this Agreement that causes this representation and warranty to be materially false or misleading, it shall not be an Event of Default if Seller has used commercially reasonable efforts to comply with such change in law. [STC REC-1, Non-modifiable. CPUC Decision 11-01-025]
Seller has the contractual rights to sell the Products required to be delivered hereunder, and Seller will not sell the Project Energy produced by the applicable Generating Facility back to the Generating Facility that produced the Project Energy, and the initial date of generation of the Project Energy will be on or after the Effective Date of this Confirmation.

Seller further represents and warrants that Seller has not sold the Product, including the RECs associated with the Product, to any other person or entity.

For the purposes of STC REC-1 and STC 6, “commercially
reasonable efforts” shall not require Seller to incur more than $10,000 (the “Compliance Cap”) in aggregate direct or indirect costs, including lost profits and out-of-pocket costs and expenses to comply with such change in law to the Applicable Program, and then only to the extent incurring such costs would be reasonably likely to achieve the desired effect. Where any other section of this Confirmation requires a Party to use “commercially reasonable efforts”, such efforts shall likewise not require Seller to expend more than $10,000 in aggregate direct or indirect costs, including lost profits and out-of-pocket costs and expenses to comply with such “commercially reasonable efforts” obligation. If Seller has met or exceeded the Compliance Cap or the Parties have not agreed to written amendments to this Confirmation within sixty (60) days after the change referred to in the preceding sentence, then in either case either Party may by giving written notice to the other terminate this Confirmation. In the event of any such termination, .
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Item 14 Page 10 of 230
8 neither Party shall have any liability to the other as a result of such termination nor any further liability or payment or performance obligations hereunder; provided, however, that the Parties shall remain liable for any payments due for, and all other obligations that may lawfully be performed respecting, delivery and receipt of Product prior to such termination.

If and to the extent that the Products sold by Seller is a resale of part or all of a contract between Seller and one or more third parties, Seller represents, warrants and covenants that the resale complies with the following conditions in (i) through (iv) below as of the Effective Date and throughout the Generation Period:
(i) The original upstream third-party contract(s) meets the criteria of California Public Utilities Code Section
399.16(b)(1) or Section 399.16(b)(2), as applicable;
(ii) This Confirmation transfers only Electric Energy and Green Attributes that have not yet been generated prior to the Effective Date;
(iii) The Project Energy delivered hereunder is transferred to the Delivery Points in real time; and
(iv) If the relevant Generating Facility has an agreement to dynamically transfer electricity to a California balancing authority, the transactions implemented under this
Confirmation are not contrary to any condition imposed
by a balancing authority participating in the dynamic
transfer arrangement.

THE EXPRESS WARRANTIES SET FORTH IN THIS

CONFIRMATION ARE THE EXCLUSIVE

REPRESENTATIONS OF SELLER, AND SELLER MAKES NO

OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS OR

IMPLIED, INCLUDING WITH RESPECT TO THE PRODUCTS

DELIVERED AND TRANSFERRED OR RETIRED, WHETHER

AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, OR ANY OTHER MATTER.

Buyer represents and warrants to Seller continuing throughout the term of this Confirmation as follows:
(a) all acts necessary to the valid execution, delivery and performance of this Confirmation and this Agreement,
including without limitation, competitive bidding, public notice, election, referendum, or other required procedures has or will be taken and performed as required under
applicable law and Buyer’s ordinances, bylaws or other
regulations;
(b) all persons making up the governing body of Buyer are the duly elected or appointed incumbents in their positions and hold such positions in good standing in accordance with applicable law;
(c) entry into and performance of this Agreement and this Confirmation by Buyer are for a proper public purpose within the meaning of the laws applicable to Buyer and all other .
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Item 14 Page 11 of 230
9 relevant constitutional, organic or other governing
documents and applicable law;
(d) the term of this Agreement does not extend beyond any applicable limitation imposed by any applicable law or other relevant constitutional, organic or other governing
documents applicable to Buyer;
(e) entry into and performance of this Confirmation, this Agreement and each transaction hereunder by Buyer will
not adversely affect the exclusion from gross income for federal income tax purposes of interest on any obligation of Buyer otherwise entitled to such exclusion; and
(f) obligations to make payments hereunder do not constitute any kind of indebtedness of Buyer or create any kind of lien on, or security interest in, any property or revenues of Buyer which, in either case, is proscribed by any provision of any relevant constitutional, organic or other governing
documents or applicable law, any order or judgment of any court or other agency of government applicable to Buyer or its assets, or any contractual restriction binding on or affecting Buyer or any of its assets.

Buyer further warrants and covenants that with respect to its contractual obligations hereunder and performance thereof, it will not claim immunity on the grounds of sovereignty or similar grounds with respect to this Agreement, this Confirmation or, if applicable, any credit support provided with respect to this Agreement from (A) suit, (B) jurisdiction of any court (provided such court is located with a venue permitted under this Confirmation), (C) relief by way of injunction, order for specific performance or recovery of property, (D) attachment of assets, or (E) execution or enforcement of any judgment.

This Section shall survive the expiration or termination of this Confirmation.
§20 RECs Tracking
Obligations
Seller shall use Western Renewable Energy Generation
Information System (WREGIS) to transfer RECs to Purchaser and conform to the definition and attributes required for compliance with the RPS, as set forth in CPUC Decision 08-08-028, and as may be modified by subsequent decision of the CPUC or by subsequent legislation, but in no event shall RECs be transferred that do not contain the California RPS Certification Number.

Tracking of RECs in WREGIS: Seller warrants that all necessary steps to allow the Renewable Energy Credits transferred to Buyer to be tracked in the Western Renewable Energy Generation Information System will be taken prior to the first delivery under the contract. [STC REC-2, Non-modifiable. CPUC Decision 11-01-025] For purposes of this paragraph, “the contract” means this Confirmation and the reference to delivery is the delivery of the Product under this Confirmation.

The transfer of RECs to Purchaser under WREGIS shall be deemed to transfer title to all of the Green Attributes associated with the Project Energy hereunder. If available, Seller shall match .
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Item 14 Page 12 of 230
10 RECs with e-tags in WREGIS before transferring to Purchaser. In the event a future edition of the CEC Eligibility Guidebook or WREGIS Operating Rules establishes or eliminates a delivery, matching and/or transfer process for the RECs or their attributes, such as e-tags and the WREGIS e-Tag Summary report, Seller or WREGIS otherwise changes the WREGIS Operating Rules in
effect on the Reference Date (or its application thereof) such that WREGIS Certificates cannot be transferred to Buyer as required this Confirmation, the Parties will negotiate in good faith using commercially reasonable efforts to revise or amend this Confirmation to the extent possible to enable the transfer of WREGIS Certificates to Buyer.

Purchaser’s WREGIS Account: #257 Sub-account with SCPPA Seller’s WREGIS ID: Direct Energy Business, LLC (A107)
Without limiting the rights of the Parties in circumstances involving Uncontrollable Forces as contemplated in the Agreement, if WREGIS is not available for tracking RECs for an extended period of time, the Parties will negotiate in good faith using commercially reasonable efforts to identify a replacement platform for tracking and transferring RECs and to amend this Confirmation to enable the transfer of RECs from Seller to Buyer in a manner that satisfies applicable regulatory requirements and standards.
§21 Definitions Capitalized terms not otherwise defined in this §21 shall have the meaning set forth in the WSPP Agreement unless otherwise noted herein. The following words and terms used in this Confirmation shall have the following meanings:
“Buyer Eligibility Failure” means a failure of a Product to meet or satisfy the applicable Eligibility Requirements or any element or component thereof which are in the direct control of Buyer to meet or satisfy as a result of or if caused by or attributable to an act or omission of Buyer, including use of the Product other than for satisfying its own California RPS Program compliance obligations, a failure by Buyer to accept an applicable transfer on WREGIS, to provide information and data available to Buyer (including as provided by Seller) as may be required to verify the Green Attributes comprised in the Products or failure to retire or designate for retirement the RECs for the purposes of compliance with the California RPS Program.
“CAISO Balancing Authority” means the CAISO Balancing
Authority as identified in section 3.5.1.1.1. of CPUC Decision 11-12-052.
“CAISO Tariff” means the applicable tariff and protocol provisions of the CAISO (as amended from time to time). .
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Item 14 Page 13 of 230
11 “California Balancing Authorities” means all of the California Balancing Authorities as identified in section 3.5.1.1.1 of CPUC Decision 11-12-052.
“California RPS Program” means the “California Renewables Portfolio Standard” program jointly administered by the CEC, the California Public Utilities Commission and the California Air Resources Board, as such program exists as of the Effective Date, including without limitation all applicable eligibility criteria and requirements thereof in force and effect as of the Effective Date.
"CPUC" means the California Public Utilities Commission. “E-Tag” has the meaning set forth in the CAISO Tariff.
“Eligibility Requirements” means and includes any applicable criteria or requirements of the California RPS Program in force and effect as of the Effective Date respecting the eligibility or qualification of the Product, this Confirmation or the Transaction confirmed hereby for the California RPS Program, including without limitation any eligibility criteria applicable to an out-ofstate resource. “Energy Commission” or “CEC” means the California Energy Resources Conservation and Development Commission.
“Flexible Product” means any Product that Seller, in its sole discretion, elects to deliver pursuant to §13; provided, however, in no event shall the quantity of such Flexible Product delivered hereunder during a given Generation Period exceed the quantity specified for “Flexible Product” in §9 for such Generation Period. “Green Attributes” means any and all credits, benefits, emissions reductions, offsets, and allowances, howsoever entitled, attributable to the generation from the applicable Generating Facility, and its avoided emission of pollutants.

Green Attributes include but are not limited to Renewable Energy Credits, as well as: (1) any avoided emission of pollutants to the air, soil or water such as sulfur oxides (SOx), nitrogen oxides (NOx), carbon monoxide (CO) and other
pollutants; (2) any avoided emissions of carbon dioxide (CO2), methane (CH4), nitrous oxide, hydrofluorocarbons,
perfluorocarbons, sulfur hexafluoride and other greenhouse gases (GHGs) that have been determined by the United Nations Intergovernmental Panel on Climate Change, or otherwise by law, to contribute to the actual or potential threat of altering the Earth’s climate by trapping heat in the atmosphere; (3) the reporting rights to these avoided emissions, such as Green Tag Reporting Rights. Green Tag Reporting Rights are the right of a Green Tag Purchaser to report the ownership of accumulated Green Tags in compliance with federal or state law, if applicable, and to a federal or state agency or any other party at the Green Tag Purchaser’s discretion, and include without limitation those Green Tag Reporting Rights accruing under Section 1605(b) of The Energy Policy Act of 1992 and any present or future federal, state, or local law, regulation or bill, and international or foreign emissions trading program. Green Tags are accumulated on a .
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Item 14 Page 14 of 230
12 MWh basis and one Green Tag represents the Green Attributes associated with one (1) MWh of Project Energy. Green
Attributes do not include (i) any energy, capacity, reliability or other power attributes from the applicable Generating Facility, (ii) production tax credits associated with the construction or operation of the applicable Generating Facility and other financial incentives in the form of credits, reductions, or allowances associated with the project that are applicable to a state or federal income taxation obligation, (iii) fuel-related subsidies or “tipping fees” that may be paid to Seller to accept certain fuels, or local subsidies received by the generator for the destruction of particular preexisting pollutants or the promotion of local environmental benefits, or (iv) emission reduction credits encumbered or used by the applicable Generating Facility for compliance with local, state, or federal operating and/or air quality permits. If the applicable Generating Facility is a biomass or biogas facility and Seller receives any tradable Green Attributes based on the greenhouse gas reduction
benefits or other emission offsets attributed to its fuel usage, it shall provide Buyer with sufficient Green Attributes to ensure that there are zero net emissions associated with the production of electricity from the applicable Generating Facility. [STC 2] “Green Tag” and “Green Tag Reporting Rights” have the
meanings set forth in the definition of “Green Attributes”, and for the purposes of this Transaction, “Green Tag Purchaser” means Purchaser.
“Mandatory Reporting Rule” means the regulations entitled Mandatory Greenhouse Gas Emissions Reporting set forth at Article 2 of Subchapter 10 of Title 17 of the California Code of Regulations.
“Reference Date” means the later of the dates a Party executed this Confirmation (as reflected on the signature page hereto). “Renewable Energy Credit” or “REC” has the meaning set forth in California Public Utilities Code Section 399.12(h) and CPUC Decision 08-08-028, as applicable to the specific RECs
transferred hereunder.
“Specified Source” means “specified source”, as such term is defined in the Mandatory Reporting Rule.
“STC(s)” means the standard terms and conditions required to be included, and determined to be non-modifiable, as adopted by the CPUC and applicable to the Products.
“WREGIS” means the Western Renewable Energy Generation
Information System or any successor renewable energy
tracking program.
“WREGIS Certificate” means a “Certificate” as defined by WREGIS in the WREGIS Operating Rules and designated by
law as eligible for complying with the California Renewables Portfolio Standard and for evidencing the Green Attributes associated with the Product.
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Item 14 Page 15 of 230
13 “WREGIS Operating Rules” means the operating rules and requirement adopted by WREGIS, as amended from time to
time.
§22 Confidentiality Notwithstanding Section 30.1 of the WSPP Agreement:
(a) (i) Purchaser may disclose information to the CAISO, the CPUC or a Governmental Body1 of competent jurisdiction
as necessary in order to support its Compliance Showings or otherwise show it has met its Compliance Obligations; (ii) Seller may disclose information as necessary to a
Shown Unit’s SC or as necessary for its Supply Plans; (iii) each Party may disclose information as necessary to the independent evaluator or other administrator of any
competitive solicitation process of Purchaser, which in turn may disclose such information as necessary to
CAISO or any Governmental Body; and (iv) Purchaser
may disclose information to any Subsequent Purchaser
as necessary for such Subsequent Purchaser to benefit
from the Product and meet its Compliance Obligations.
(b) Seller acknowledges that Buyer is a public agency subject to the requirements of the California Public Records Act (Cal. Gov. Code section 7920 et seq.) and that Seller may be required to make public this Confirmation (which may be partially redacted by Seller) in connection with the process of seeking approval from its board of directors for the execution of this Confirmation. Seller may submit
information to Purchaser that Seller considers
confidential, proprietary, or trade secret information
pursuant the Uniform Trade Secrets Act (Cal. Civ. Code
section 3426 et seq.), or otherwise protected from
disclosure pursuant to an exemption to the California
Public Records Act. Seller acknowledges that Purchaser
may submit to Seller information that Purchaser considers confidential or proprietary or protected from disclosure pursuant to exemptions to the California Public Records Act. Upon request or demand of any third person or entity not a party to this Confirmation (“Requestor”) pursuant to the California Public Records Act for production,
inspection and/or copying of this Confirmation or any
information designated by a disclosing Party as
confidential, the receiving Party as soon as practical shall notify the disclosing Party that such request has been
made, by telephone call, letter sent via electronic mail, and/or by overnight carrier to the address, or email
address listed at the end of this Confirmation. The
disclosing Party shall be solely responsible for taking whatever legal steps are necessary to protect information deemed by it to be confidential information and to prevent release of information to the Requestor by the receiving Party. If the disclosing Party takes no such action within ten (10) days, after receiving the foregoing notice from the .
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Item 14 Page 16 of 230
14 receiving Party, the receiving Party shall be permitted to comply with the Requestor’s demand and is not required
to defend against it. Notwithstanding the foregoing,
Purchaser may release confidential information without
notice to Seller if Purchaser’s legal counsel advises
Purchaser that Purchaser is required by law to release
such confidential information without notice to Seller or over the objection of Seller if Purchaser’s legal counsel advises Purchaser that Purchaser is required by law to
release such confidential information.
§23 Other WSPP
Agreement
Changes
For this Transaction, the WSPP Agreement shall be amended as follows:
(a) Section 9.4 is deleted in its entirety and replaced with the following:
“In the event an invoice or portion thereof, or any other claim or adjustment arising hereunder, is disputed,
payment of the undisputed portion of the invoice shall be required to be made when due, with notice of the objection given to the other Party. Any invoice dispute or invoice adjustment shall be in writing and shall state the basis for the dispute or adjustment. Payment of the disputed
amount shall not be required until the dispute is resolved.

Upon resolution of the dispute, any required payment shall be made within ten (10) Business Days of such resolution.

Inadvertent overpayments shall be returned upon request or deducted by the Party receiving such overpayment from subsequent payments. Any dispute with respect to an
invoice is waived unless the other Party is notified in writing within twelve (12) months after the invoice is
rendered or any specific adjustment to the invoice is made.

If an invoice is not rendered within twelve (12) months after the close of the month during which performance under a Confirmation occurred, the right to payment for such
performance is waived.”
(b) Section 14 is deleted and replaced with the following:
”Neither Party shall be entitled to assign this Agreement or assign, delegate or transfer all or any portion of its rights or obligations hereunder without the prior written consent of the non-assigning Party, which consent shall not be
unreasonably conditioned, delayed or withheld. Any
purported assignment made without the prior written
consent of the non-assigning Party shall be deemed void ab initio.”
(c) Section 22.1 is modified by inserting the following new text at the end thereof:
“(f) the failure of the Defaulting Party to pay its debts generally as they become due or the Defaulting Party’s
admission in a writing that is unable to pay its debts
generally as they become due;
.
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Item 14 Page 17 of 230
15 (g) the institution, by the Defaulting Party, of a general assignment for the benefit of its creditors; or
(h) the application for, consent to, or acquiescence to, by the Defaulting Party, the appointment of a receiver,
custodian, trustee, liquidator, or similar official for all or a substantial portion of its assets.”
(d) Section 22.2(a) is deleted in its entirety replaced with the following:
“If an Event of Default shall have occurred and be
continuing, the Non- Defaulting Party, upon written notice to the Defaulting Party, shall have the right to (i) suspend performance under any or all transactions under this
Agreement; provided, however, in no event shall any such suspension continue for longer than ten (10) Business Days with respect to any single transaction, and (ii) exercise any remedy available at law or equity.”
(e) Section 22.2(b) is amended by inserting “and is continuing” after “Event of Default occurs” in the first line thereof and deleting the second sentence therein.
(f) Section 22.3(c) is amended by deleting the third sentence thereof and replacing it with the following:
“If the Non-Defaulting Party’s aggregate Gains exceed its aggregate Losses and Costs, if any, resulting from the
termination of this Agreement or a Confirmation, the
Termination Payment for all such Terminated Transactions shall be zero, notwithstanding any provision in this Section or Agreement to the contrary.”
(g) Section 22.3(e) is deleted in its entirety and replaced with the following: “[Intentionally omitted]”
(h) Section 22.3(f) is deleted in its entirety and replaced with the following:
“If the Defaulting Party disagrees with the calculation of the Termination Payment and the Parties cannot otherwise
resolve their differences, and provided that the Defaulting Party has paid the undisputed part of the Termination
Payment to the Non-Defaulting Party as provided under
Section 22.3(c), and that any amounts disputed by the
Defaulting Party are disputed in good faith, then the
Defaulting Party may submit the calculation issue to dispute resolution pursuant to Section 34.”
(i) Section 24, for purposes of this Confirmation, is deleted in their entirety and replaced with the following: “
“THIS AGREEMENT AND THE RIGHTS AND DUTIES OF

THE PARTIES HEREUNDER SHALL BE GOVERNED BY

AND CONSTRUED, ENFORCED AND PERFORMED IN

ACCORDANCE WITH THE LAWS OF THE STATE OF

CALIFORNIA, WITHOUT REGARD TO PRINCIPLES OF
CONFLICTS OF LAW. TO THE EXTENT ENFORCEABLE

AT SUCH TIME, EACH PARTY WAIVES ITS
.
.

Item 14 Page 18 of 230
16 RESPECTIVE RIGHT TO ANY JURY TRIAL WITH

RESPECT TO ANY LITIGATION ARISING UNDER OR IN
CONNECTION WITH THIS AGREEMENT. “
(j) Section 28.1 is applicable and the Parties shall net monthly payments in accordance with Exhibit A of the WSPP
Agreement and the netting provisions of Exhibit A to the WSPP Agreement shall apply to the transaction covered by this Confirmation as if Buyer and Seller had both executed Exhibit A to the WSPP Agreement.
(k) Section 30.1(4) is amended by inserting “or requested” after the word “required” and by adding the following at the end of the first sentence: “; or (8) to the Party’s and such Party’s affiliates’ lenders, counsel, accountants, advisors and agents who have a need to know such information and have agreed to or are otherwise bound to keep such terms
confidential”.
(l) Subsections 34.1 and 34.2 are deleted and replaced with the following:
“34.1 DISPUTE RESOLUTION

IN THE EVENT OF ANY CONTROVERSY, DISPUTE OR

CLAIM DIRECTLY OR INDIRECTLY ARISING OUT OF OR

RELATING TO THIS AGREEMENT OR THIS

TRANSACTION OR THE BREACH, PERFORMANCE,

TERMINATION, ENFORCEMENT, INTERPRETATION,

CONSTRUCTION OR VALIDITY OF THIS AGREEMENT,

WHETHER BASED ON CONTRACT, TORT OR ANY
OTHER THEORY (EACH, A “DISPUTE”), WITHIN TEN
(10) DAYS FOLLOWING THE RECEIPT OF A WRITTEN

NOTICE FROM EITHER PARTY IDENTIFYING SUCH

DISPUTE, THE PARTIES SHALL MEET, NEGOTIATE

AND ATTEMPT, IN GOOD FAITH, TO RESOLVE THE

DISPUTE QUICKLY, INFORMALLY AND
INEXPENSIVELY. IF THE PARTIES ARE UNABLE TO

RESOLVE A DISPUTE ARISING HEREUNDER WITHIN
THIRTY (30) DAYS AFTER RECEIPT OF SUCH NOTICE,

THEN EITHER PARTY MAY SEEK ANY AND ALL

REMEDIES AVAILABLE TO IT AT LAW OR IN EQUITY,

SUBJECT TO THE LIMITATIONS SET FORTH IN THE

AGREEMENT AND THE REQUIREMENTS OF SECTION

34.2.”
“34.2 EXCLUSIVE JURISDICTION

EACH PARTY SUBMITS TO THE EXCLUSIVE

JURISDICTION OF THE STATE OR FEDERAL COURTS

LOCATED IN THE CITY OF SAN FRANCISCO,
CALIFORNIA (EACH, A “SPECIFIED COURT”), FOR ANY

ACTION OR PROCEEDING RELATING TO THIS

AGREEMENT OR ANY TRANSACTION, AND

EXPRESSLY WAIVES ANY OBJECTION IT MAY HAVE

TO SUCH JURISDICTION OR THE CONVENIENCE OF
SUCH FORUM; PROVIDED; HOWEVER, THAT ANY

DISPUTE NOT RESOLVED WITHIN THE TIME PERIODS
.
.

Item 14 Page 19 of 230
17 SPECIFIED IN SECTION 34.1 SHALL BE RESOLVED AS
FOLLOWS:
(a) ANY DISPUTE, INCLUDING THE

DETERMINATION OF THE SCOPE OF THIS

AGREEMENT TO ARBITRATE, SHALL BE DETERMINED

BY FINAL, NON-APPEALABLE BINDING ARBITRATION

IN THE COUNTY OF LOS ANGELES, CALIFORNIA
BEFORE THREE (3) ARBITRATORS. THE ARBITRATION

SHALL BE ADMINISTERED BY JUDICIAL ARBITRATION
AND MEDIATION SERVICES, INC. (“JAMS”) PURSUANT

TO ITS COMPREHENSIVE ARBITRATION RULES AND
PROCEDURES. WITHIN FIFTEEN (15) DAYS AFTER THE

COMMENCEMENT OF ARBITRATION, EACH OF BUYER,

ON THE ONE HAND, AND SELLER, ON THE OTHER

HAND, SHALL SELECT ONE INDIVIDUAL TO ACT AS
ARBITRATOR, AND JAMS SHALL APPOINT ONE (1)
PERSON TO ACT AS AN ARBITRATOR. THE JAMS

APPOINTED ARBITRATOR SHALL SERVE AS THE
CHAIRPERSON (THE “CHAIRPERSON”). IF ANY OF

BUYER, ON THE ONE HAND, OR SELLER, ON THE

OTHER HAND, IS UNABLE OR FAILS TO SELECT ONE

INDIVIDUAL TO ACT AS ARBITRATOR, SUCH
ARBITRATOR SHALL BE APPOINTED BY JAMS. THE

CHAIRPERSON SHALL BE AN INDIVIDUAL WHO HAS

EXPERIENCE IN RENEWABLE ENERGY-RELATED

TRANSACTIONS, AND NONE OF THE ARBITRATORS

SHALL HAVE BEEN PREVIOUSLY EMPLOYED BY ANY

PARTY OR HAVE ANY DIRECT PECUNIARY INTEREST

IN ANY PARTY OR THE SUBJECT MATTER OF THE

ARBITRATION, UNLESS SUCH CONFLICT IS

EXPRESSLY ACKNOWLEDGED AND WAIVED IN
WRITING BY ALL OF THE PARTIES. THE PARTIES

SHALL MAINTAIN THE CONFIDENTIAL NATURE OF THE

ARBITRATION PROCEEDING AND ANY AWARD,

INCLUDING ANY HEARING(S), EXCEPT AS MAY BE

NECESSARY TO PREPARE FOR OR CONDUCT THE

ARBITRATION HEARING ON THE MERITS, OR EXCEPT

AS NECESSARY IN CONNECTION WITH A COURT

APPLICATION FOR A PRELIMINARY REMEDY, A

JUDICIAL CHALLENGE TO AN AWARD OR ITS

ENFORCEMENT, OR UNLESS OTHERWISE REQUIRED
BY LAW OR JUDICIAL DECISION. ANY ARBITRATION

PROCEEDINGS, DECISION OR AWARD RENDERED

HEREUNDER AND THE VALIDITY, EFFECT AND

INTERPRETATION OF THIS ARBITRATION PROVISION

SHALL BE GOVERNED BY THE FEDERAL
ARBITRATION ACT. THE ARBITRATOR(S) SHALL HAVE

NO AUTHORITY TO AWARD CONSEQUENTIAL,

TREBLE, EXEMPLARY, OR PUNITIVE DAMAGES OF

ANY TYPE OR KIND REGARDLESS OF WHETHER SUCH

DAMAGES MAY BE AVAILABLE UNDER ANY LAW OR

RIGHT, WITH THE PARTIES HEREBY AFFIRMATIVELY

WAIVING THEIR RIGHTS, IF ANY, TO RECOVER OR
CLAIM SUCH DAMAGES. THE RESPONSIBILITY FOR
.
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Item 14 Page 20 of 230
18 COMPENSATION AND EXPENSES OF THE THREE

ARBITRATORS AND ALL OTHER EXPENSES CHARGED

BY JAMS SHALL BE EQUALLY SPLIT BY EACH OF
BUYER AND SELLER. IN ANY ARBITRATION ARISING

OUT OF OR RELATED TO THIS AGREEMENT, THE

ARBITRATORS SHALL AWARD TO THE PREVAILING
PARTY, IF ANY, THE COSTS AND ATTORNEY’S FEES

REASONABLY INCURRED IN SEEKING TO ENFORCE
THE APPLICATION OF THIS SECTION 34.2(a) AND BY

THE PREVAILING PARTY IN CONNECTION WITH THE
ARBITRATION. NOTWITHSTANDING THE FOREGOING
PROVISIONS OF THIS SECTION 34.2(a), ANY COSTS

INCURRED BY A PARTY IN SEEKING JUDICIAL

ENFORCEMENT OF ANY WRITTEN DECISION OF THE

ARBITRATORS SHALL BE CHARGEABLE TO AND

BORNE EXCLUSIVELY BY THE PARTY AGAINST WHOM
SUCH COURT ORDER IS OBTAINED. THE AWARD

SHALL BE FINAL AND BINDING ON THE PARTIES AND

JUDGMENT UPON ANY AWARD MAY BE ENTERED IN
ANY COURT OF COMPETENT JURISDICTION.
(b) WITHOUT LIMITING THE PROVISIONS IN
SECTION 34.2(a), IF SECTION 34.2(a) IS DEEMED

INEFFECTIVE OR UNENFORCEABLE IN A REFERENCE

PROCEEDING OR IN AN ARBITRATION PURSUANT TO
SECTION 34.2(a), ANY DISPUTE AS TO ITS

EFFECTIVENESS OR ENFORCEABILITY, TOGETHER

WITH ANY OTHER REMAINING DISPUTES, SHALL BE

RESOLVED BY A REFERENCE PROCEEDING IN

CALIFORNIA IN ACCORDANCE WITH THE PROVISIONS
OF SECTIONS 638 ET SEQ. OF THE CALIFORNIA CODE
OF CIVIL PROCEDURE (“CCP”), OR THEIR SUCCESSOR
SECTIONS (A “REFERENCE PROCEEDING”), WHICH

SHALL, AFTER THE DETERMINATION THAT SECTION

34.2(a) IS INEFFECTIVE OR UNENFORCEABLE,

CONSTITUTE THE EXCLUSIVE REMEDY FOR THE
RESOLUTION OF ANY SUCH DISPUTE(S). AS A

CONDITION PRECEDENT TO INITIATING A

REFERENCE PROCEEDING WITH RESPECT TO ANY

DISPUTE, THE PARTIES SHALL COMPLY WITH THE
PROVISIONS OF SECTION 34.1 AND SHALL SEEK AND

OBTAIN A DETERMINATION PURSUANT TO SECTION

34.2(a) WHETHER SECTION 34.2(a) IS EFFECTIVE OR
ENFORCEABLE. VENUE FOR A REFERENCE

PROCEEDING WILL BE IN ANY SPECIFIED COURT

WHERE VENUE IS APPROPRIATE UNDER CALIFORNIA
LAW (THE “REFERENCE COURT”). THE FOLLOWING

MATTERS SHALL NOT REQUIRE A REFERENCE
PROCEEDING: (i) EXERCISE OF SELF-HELP REMEDIES
(INCLUDING WITHOUT LIMITATION SET-OFF), AND (ii)

TEMPORARY, PROVISIONAL OR ANCILLARY

REMEDIES (INCLUDING TEMPORARY RESTRAINING
ORDERS OR PRELIMINARY INJUNCTIONS). THE

EXERCISE OF, OR OPPOSITION TO, ANY OF THE
.
.

Item 14 Page 21 of 230
19 ABOVE DOES NOT WAIVE THE RIGHT TO A
REFERENCE PROCEEDING HEREUNDER. THE

REFEREE IN SUCH REFERENCE PROCEEDING SHALL

BE SELECTED BY THE WRITTEN AGREEMENT OF THE
PARTIES. IF THE PARTIES DO NOT AGREE UPON A

REFEREE WITHIN THE TIME PERIODS SPECIFIED IN
SECTION 34.1, UPON REQUEST OF A PARTY TO A

REFERENCE COURT, A REFEREE SHALL BE

SELECTED BY THE JUDGE PRESIDING OVER THE
REFERENCE PROCEEDING. THE REFEREE SHALL

DETERMINE ALL ISSUES IN ACCORDANCE WITH

EXISTING CASE LAW AND STATUTORY LAW OF THE

STATE OF CALIFORNIA, INCLUDING THE RULES OF
EVIDENCE APPLICABLE TO PROCEEDINGS AT LAW.

THE REFEREE IS EMPOWERED TO ENTER EQUITABLE

AND LEGAL RELIEF, AND RULE ON ANY MOTION

WHICH WOULD BE AUTHORIZED IN A COURT

PROCEEDING, INCLUDING WITHOUT LIMITATION

MOTIONS FOR SUMMARY JUDGMENT OR SUMMARY
ADJUDICATION. THE REFEREE SHALL ISSUE A
DECISION, AND PURSUANT TO CCP § 644 THE
REFEREE’S DECISION SHALL BE ENTERED BY THE

COURT IN WHICH SUCH REFERENCE PROCEEDING

WAS INITIATED AS A JUDGMENT OR ORDER IN THE

SAME MANNER AS IF TRIED BY ANY SUCH
COURT. THE FINAL JUDGMENT OR ORDER FROM ANY

DECISION OR ORDER ENTERED BY THE REFEREE

SHALL BE FULLY APPEALABLE AS PROVIDED BY
LAW. THE PARTIES RESERVE THE RIGHT TO

FINDINGS OF FACT, CONCLUSIONS OF LAW, A

WRITTEN STATEMENT OF DECISION, AND THE RIGHT

TO MOVE FOR A NEW TRIAL OR A DIFFERENT

JUDGMENT, WHICH NEW TRIAL IF GRANTED, WILL BE
A REFERENCE HEREUNDER.”
(m) The following shall be inserted as a new Section 34.5:
“34.5 LIMITATION OF DAMAGES

EXCEPT AS OTHERWISE SPECIFIED IN ANY

CONFIRMATION, FOR BREACH OF ANY PROVISION OF

THIS AGREEMENT FOR WHICH AN EXPRESS REMEDY

OR MEASURE OF DAMAGES IS PROVIDED, THE

EXPRESS REMEDY OR MEASURE OF DAMAGES

PROVIDED IS THE SOLE AND EXCLUSIVE REMEDY

UNDER THIS AGREEMENT AND LIABILITY FOR THE

BREACH IS LIMITED AS SET FORTH IN THE PROVISION

AND ALL OTHER REMEDIES FOR DAMAGES AT LAW
OR IN EQUITY ARE WAIVED. EXCEPT AS OTHERWISE

SPECIFIED IN ANY CONFIRMATION, IF NO EXPRESS

REMEDY OR MEASURE OF DAMAGES IS PROVIDED IN

THIS AGREEMENT FOR A PARTICULAR BREACH,

LIABILITY FOR THE BREACH IS LIMITED TO DIRECT

DAMAGES ONLY, THE DIRECT DAMAGES ARE THE

SOLE AND EXCLUSIVE REMEDY UNDER THIS

AGREEMENT FOR THE BREACH, AND ALL OTHER
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20 REMEDIES FOR DAMAGES AT LAW OR IN EQUITY ARE
WAIVED. EXCEPT AS OTHERWISE SPECIFIED IN ANY

CONFIRMATION, NEITHER PARTY IS LIABLE FOR ANY

OTHER TYPE OF DAMAGE, INCLUDING INCIDENTAL,

PUNITIVE, EXEMPLARY, CONSEQUENTIAL, SPECIAL

OR INDIRECT DAMAGES OF ANY NATURE (INCLUDING

DAMAGES ASSOCIATED WITH LOST PROFITS,

BUSINESS INTERRUPTION AND LOSS OF GOODWILL)

ARISING AT ANY TIME, WHETHER IN TORT
(INCLUDING THE SOLE OR CONTRIBUTORY

NEGLIGENCE OF EITHER PARTY OR ANY RELATED

PERSON), WARRANTY, STRICT LIABILITY, CONTRACT

OR STATUTE, UNDER ANY INDEMNITY PROVISION, OR
OTHERWISE.”
(n) Section 37 is amended by inserting the following in the beginning thereof: “On the date of entering into this
Confirmation,”.
(o) Section 41 “Witness” shall become Section 42 and the following “Standard of Review” Section shall be substituted as Section 41 in its place:
“The Parties agree as follows:

From the date of entering into a Transaction under this Agreement and throughout the term of such Transaction,
the Parties each warrant and covenant as follows:
(i) Absent the agreement of all Parties to the proposed change, the standard of review for changes to any rate, charge, classification, term or condition of this Agreement (including all Transactions and/or Confirmations), whether proposed by a Party (to the extent that any waiver in
subparagraph (ii) below is unenforceable or ineffective as to such Party), a non-party or FERC acting sua sponte, shall be the “public interest” application of the "just and
reasonable" standard of review set forth in United Gas Pipe Line Co. v. Mobile Gas Service Corp., 350 U.S. 332 (1956) and Federal Power Commission v. Sierra Pacific Power
Co., 350 U.S. 348 (1956) ( the “Mobile-Sierra” doctrine) and clarified in Morgan Stanley Capital Group, Inc. v. Public Util.

Dist. No. 1 of Snohomish, 554 U.S. 527 (2008) and NRG
Power Marketing LLC v. Maine Pub. Util. Comm’n, 558 U.S. 165 (2010).
(ii) In addition, and notwithstanding the foregoing
subparagraph (i), to the fullest extent permitted by
applicable law, each Party, for itself and its successors and assigns, hereby expressly and irrevocably waives any rights it can or may have, now or in the future, whether under §§ 205 and/or 206 of the Federal Power Act or otherwise, to seek to obtain from FERC by any means, directly or
indirectly (through complaint, investigation or otherwise), and each hereby covenants and agrees not at any time to seek to so obtain, an order from FERC changing any section of this Agreement specifying the rate, charge, classification, or other term or condition agreed to by the Parties, it being .
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21 the express intent of the Parties that, to the fullest extent permitted by applicable law, neither Party shall unilaterally seek to obtain from FERC any relief changing the rate,
charge, classification, or other term or condition of this Agreement, notwithstanding any subsequent changes in
applicable law or market conditions that may occur. In the event it were to be determined that applicable law precludes the Parties from waiving their rights to seek changes from FERC to their market-based power sales contracts
(including entering into covenants not to do so) then this subparagraph (ii) shall not apply, provided that, consistent with the foregoing subparagraph (i), neither Party shall seek any such changes except solely under the "public interest" application of the "just and reasonable" standard of review and otherwise as set forth in the foregoing subparagraph (i).”
(p)The Parties agree to the following modifications to
Schedule R for this Transaction.
§1

1. Clarification Regarding Acceptance of RECs. The
following is added to the end of Section R-3.1.2 of
Service Schedule R: "Purchaser shall not be entitled to reject or refuse to Accept any RECs Delivered which
comply with the requirements of a Confirmation pursuant to which they are Delivered. Purchaser's rejection of or failure to Accept any conforming RECs
Delivered in accordance with this Agreement and the
applicable Confirmation shall be subject to Section R-9.1.1 or R-9.1.2 of Service Schedule R, as the case may be, as modified by a Confirmation."
§2

2. Clarification Regarding Issuance of RECs. The first
sentence of Section R-3.3.2 is deleted up to the
semicolon and replaced with the following: "Seller is
responsible for initiating the transfer and issuance of RECs in the Tracking System, and it shall not be a
failure by Seller to deliver Product to the extent the
result of an error or omission of the Tracking System;". §3

3. Definition of "Change in Law". The first sentence of Section R-5.2.2(a) is deleted and replaced with the
following: "(a) "Change in Law" means any addition,
amendment, decision, ruling, order, binding
interpretation, determination, guideline, policy or
guidance by or of the CEC, the CPUC or any other
Governmental Authority having jurisdiction over the
Applicable Program designated in the Confirmation, to
or regarding any laws, rules, regulations, orders, or
judicial precedent, that applies to an Applicable
Program designated in the Confirmation, that is
enacted, issued or becomes effective after the
Reference Date and materially affects the Applicable
Program or compliance of the REC with the Applicable
Program; provided, however, the Change in Law
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22 provisions of the WSPP Agreement shall not apply to
any Product that was delivered prior to any Change in
Law if such Product complied with the California RPS
Program that existed when it was delivered.”
§4

4. Damages. For purposes of this Confirmation,
Schedule R—9 is deleted in its entirety and replaced
with the following:
§5“If Purchaser refuses or fails to Accept Delivery of
RECs or Energy in accordance with this Confirmation,
then Purchaser will pay Seller the Contract Price for the quantity of RECs and Energy Purchaser refused or
failed to Accept. If Seller fails to Deliver RECs to
Purchaser in accordance with this Confirmation, then
Seller shall be liable to Purchaser for the product of (i) and (ii) where (i) is the amount, if any, by which the
Replacement Price exceeded the Contract Price and
(ii) is the amount by which the quantity of RECs Seller Delivered was less than the Contract Quantity, subject
to any limitations stated in the Confirmation. In no event will Seller be liable for any compliance penalties, costs or other damages in any form with respect to its failure to delivery of Product to Purchaser hereunder. For
greater certainty, Seller shall not be liable to Purchaser for any quantity of Product that does not meet or satisfy the applicable Eligibility Requirements as a result of a Buyer Eligibility Failure.”
§6

5. Uncontrollable Force. For purposes of this Transaction, the performance of the Parties' obligations under the
WSPP Agreement and the Confirmation shall be
subject to Uncontrollable Force and Section 10 of the
WSPP Agreement shall apply such that either Party will
be relieved of its obligations to sell and Deliver or
purchase and Accept the Product without liability to the extent that, and for the period during which such
performance is prevented by Uncontrollable Force. The
first sentence of the second paragraph of Section 10 of the WSPP as set out in Section R-8 is modified as
follows: (a) the following is added at the end of
subparagraph (ii) of Section 10 of the WSPP
Agreement as set out in Section R-8 ", except to the
extent such supply is itself subject to Uncontrollable
Force"; (b) the word “or” is deleted after subparagraph (iii); and (c) the following is added at the end of
subparagraph (iii) “; or (iv) any action taken by
Purchaser in its governmental capacity”.
§7

6. Replacement Price. The first sentence of Section R-

10.1.4 is deleted and replaced with the following: “Replacement Price: The price at which the Purchaser, acting in a commercially reasonable manner, effects a
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23 purchase of substitute Products in place of the
Products not Delivered by the Seller or, absent such a
purchase, the market price for such quantity of
Products not Delivered by the Seller as determined by
the Purchaser in a commercially reasonable manner.”

7. Resale Price. Section R-10.1.5 is deleted and replaced with the following: “Resale Price: The price at which
the Seller, acting in a commercially reasonable
manner, effects a resale of the Products not received
or accepted by the Purchaser or, absent such a resale,
the market price for such quantity of the Products as
determined by the Seller in a commercially reasonable
manner.”

8. Governmental Authority. The phrase “including any
department or agency” is deleted from the definition of Governmental Authority in Annex 1 of Schedule R to
the WSSP Agreement and replaced with the following:
“including any department, agency, municipality,
county, governmental board, public power authority,
public utility district, joint action agency, or other similar political subdivision or public entity”.
§24 Counterparts This Confirmation may be signed in any number of counterparts with the same effect as if the signatures to the counterparts were upon a single instrument. The Parties may rely on electronic, or scanned signatures as originals under this Confirmation. Delivery of an executed signature page of this Confirmation as a PDF attachment to an email shall be the same as delivery of a manually executed signature page.
§25 Entire
Agreement;
No Oral
Agreements or
Modifications
This Confirmation sets forth the terms of the Transaction into which the Parties have entered and shall constitute the entire agreement between the Parties relating to the contemplated purchase and sale of the Products. Notwithstanding any other provision of the Agreement or this Confirmation, this Transaction may be confirmed only through a Documentary Writing executed by both Parties, and no amendment or modification to this Transaction shall be enforceable except through a Documentary Writing executed by both Parties.
§26 Invoice
Requirements
Each invoice shall provide Buyer (a) records of metered data, including metering and CAISO transaction data sufficient to document and verify the amount of Project Energy by the Generating Facility(ies) for each Generation Period during the applicable month, including the amount of the Project Energy as set forth in the first CAISO settlement statement for the applicable month that includes meter data from the CAISO-approved meter; (b) the applicable Contract Price; (c) a reconciliation in .xlsx format of hourly meter data, E-Tag data and associated calculations, including the lesser of each by hour in the format set forth in Form of Hourly Meter and E-Tag Reconciliation Report (also known as the “lesser of workbook”) or as otherwise reasonably requested by .
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Item 14 Page 26 of 230
24 Buyer, plus any additional data as may be reasonably required by Buyer for compliance with CPUC reporting obligations, including pursuant to the CPUC’s Energy Division Portfolio Content Category Classification Review Handbook (or successor publication); (d) a statement of the quantity of WREGIS Certificates transferred during the prior month that have been matched with E-Tags associated with the Dynamic Schedules, and (e) any additional information reasonably requested by Purchaser. Seller shall provide Purchaser reasonable access to any records, including invoices or settlement data from the CAISO, necessary to verify the accuracy of any amount included by Seller on an invoice. Each invoice shall be in an electronic format reasonably specified by Purchaser (e.g., PDF, .xlsx).
§27 Uncontrollable
Forces
This Confirmation and the obligations hereunder are subject to the Uncontrollable Force provisions of the WSPP Agreement such that either Party will be relieved of its obligations to sell and deliver or purchase and receive the Product without liability to the extent that, and for the period during which, such performance is prevented by an Uncontrollable Force. For greater certainty and without limiting the foregoing, in the event and to the extent that the Project Energy does not meet or satisfy the Eligibility Requirements as a result of an event or circumstance which otherwise meets the definition of “Uncontrollable Force” in the WSPP Agreement, that will be considered a Uncontrollable Force for the purposes of this Confirmation, and any Product quantities provided for in this Confirmation shall be reduced to the extent of and by the amount affected by such event of Uncontrollable Force.
§28 Conditions
Precedent
On the Effective Date and as a condition to the obligations of Seller under this Confirmation, Buyer shall provide Seller: certified copies of all resolutions and any other documents evidencing the necessary internal authorizations with respect to the execution, delivery and performance by Buyer of this Confirmation. §29 Assignment Subject to the terms in this Error! Reference source not found., Seller agrees that Buyer may make a limited assignment of Buyer’s right to receive all (but not less than all) of the Project Energy hereunder for a specified period of time during the Delivery Term in connection with a municipal prepayment transaction to a Permitted Transferee in which Buyer remains obligated to perform all of its obligations hereunder, subject to the execution of a limited assignment agreement by and among Seller, Buyer and Permitted Transferee upon terms and conditions mutually agreed in writing by such parties. “Permitted Transferee” means any entity that has a credit rating from S&P and/or Moody’s and is at least as creditworthy (taking into account any credit support provided by such person) as Buyer when the assignment is executed as reasonably determined by Seller (but in no event shall such transferee be rated lower than investment grade by the
aforementioned rating agencies).

Signature Page Follows
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Item 14 Page 27 of 230
25 ACKNOWLEDGED AND AGREED BY THE PARTIES AS OF THE EFFECTIVE DATE:

NRG Business Marketing LLC
Signature: ___________________________________
Name (print): ___________________________________
Title: ___________________________________
Date: ___________________________________
City of Vernon
Signature: ___________________________________
Name (print): ___________________________________
Title: ___________________________________
Date: ___________________________________
Attest:
______________________
Genoveva Rocha, City Clerk
Date:

Approved as to Form:
______________________
Zaynah Moussa-Milward, City Attorney
Date:

Brian Saeki
City Administrator
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26 APPENDIX A

GENERATING FACILITY(S)
Seller Designated Facility(s):

Name of Facility Resource CEC
RPS ID
Host Balancing
Authority
Harquahala Sun I Solar PV 64824C CAISO
Fifth Standard Solar PV Solar PV 62761A CAISO
SE Athos I Solar PV 63755A CAISO
Alta Wind X, LLC Wind 62244A CAISO
Alta Wind XI, LLC Wind 62245A CAISO
Rising Tree Wind Farm III, LLC Wind 62469A CAISO
Rising Tree Wind Farm, LLC Wind 62425A CAISO
Copper Mountain Solar 4, LLC Solar 62662A NV Energy
Imperial Valley Solar 2, LLC Solar 61648A Imperial Irrigation District Imperial Valley Solar 3, LLC Solar 61649A Imperial Irrigation District 41MB 8me LLC Solar 61829A CAISO
Panoche Valley Solar, LLC Solar 60858A CAISO
Great Valley Solar 3, LLC Solar 63281A CAISO
Blythe Solar III, LLC Solar 63130A CAISO
CED Wistaria Solar, LLC Solar 62623A CAISO
Copper Mountain Solar 2 Solar PV 60990A NV Energy
Shiloh IV Wind Project Wind 61617A CAISO
Kansas Solar PV 61263A CAISO
Lost Hills Solar Solar PV 61893A CAISO
Cuyama Solar Array Solar PV 61891A CAISO
Blackwell Solar Solar PV 61892A CAISO
Midway Solar Farm I Solar PV 61295A Imperial Irrigation District Bayshore Solar A Solar PV 63133A CAISO
Bayshore Solar B Solar PV 63134A CAISO
Bayshore Solar C Solar PV 63135A CAISO
Java Solar Solar PV 63137A CAISO
RE Gaskell West 3 Solar PV 63619A CAISO
RE Gaskell West 4 Solar PV 63617A CAISO
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27 RE Gaskell West 5 Solar PV 63618A CAISO
Additional generating facilities may be added by Seller pursuant to the process set forth herein (together with the Generating Facility set forth in the table above, the “Generating Facilities”).

Seller may add additional generating facilities by providing notice of such addition to Buyer at least ten (10) Business Days prior to delivering Product from such additional generating facilities, and such generating facilities shall automatically become a Generating Facility hereunder. Seller will, in its sole discretion, utilize any one or more of the Generating Facilities in order to satisfy its obligations hereunder. In addition to meeting the requirements in this Confirmation for Generating Facilities, any generating facilities added or substituted by Seller shall be owned by the Seller or shall be subject to a long-term contract in its original term of at least ten (10) years.

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Item 14 Page 30 of 230
WSPP Agreement
Changes Effective October 31, 2025
This version includes all revisions approved by the Federal Energy Regulatory Commission (FERC) in orders issued through January 9, 2026. The most recent revisions are to update the the List of Members within the Agreement, per the FERC’s unpublished letter order dated January 9, 2026 (Docket No. ER26-512-000). The FERC accepted the revisions effective October 31, 2025 for the metadata and, for each change in the Member List, on the applicable date of the change as stated in its order.

This version of the WSPP Agreement is prepared for the convenience of WSPP Members. The WSPP Agreement as filed with the FERC is available at www.FERC.gov and specifically http://etariff.ferc.gov/TariffList.aspx.

This explanatory page is not part of the WSPP Agreement and is not filed with the FERC. .
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Item 14 Page 31 of 230

WSPP AGREEMENT
WSPP INC.

FIRST REVISED RATE SCHEDULE FERC NO. 6
Superseding
Rate Schedule FERC No. 6
© WSPP Inc. 2003
All rights reserved
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TABLE OF CONTENTS

1. PARTIES

2. RECITALS

3. AGREEMENT

4. DEFINITIONS

5. TERM, TERMINATION AND WITHDRAWAL

6. SERVICE SCHEDULES AND WSPP DEFAULT TRANSMISSION TARIFF

7. ADMINISTRATION

8. EXECUTIVE AND OPERATING COMMITTEES

9. PAYMENTS

10. UNCONTROLLABLE FORCES

11. WAIVERS

12. NOTICES

13. APPROVALS AND EFFECTIVENESS

14. TRANSFER OF INTEREST IN AGREEMENT

15. SEVERABILITY

16. MEMBERSHIP

17. RELATIONSHIP OF PARTIES

18. NO DEDICATION OF FACILITIES

19. NO RETAIL SERVICES

20. THIRD PARTY BENEFICIARIES

21. LIABILITY AND DAMAGES

22. DEFAULT OF TRANSACTIONS UNDER THIS AGREEMENT AND

CONFIRMATIONS
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Item 14 Page 33 of 230
22A. DEFAULT IN PAYMENT OF WSPP OPERATING COSTS

23. OTHER AGREEMENTS

24. GOVERNING LAW

25. JUDGMENTS AND DETERMINATIONS

26. COMPLETE AGREEMENT

27. CREDITWORTHINESS

28. NETTING

29. TAXES

30. CONFIDENTIALITY

31. TRANSMISSION TARIFF

32. TRANSACTION SPECIFIC TERMS AND ORAL AGREEMENTS

33. PERFORMANCE, TITLE, AND WARRANTIES FOR TRANSACTIONS

UNDER SERVICE SCHEDULES

34. DISPUTE RESOLUTION

35. FORWARD CONTRACTS

36. TRADE OPTION EXEMPTION

37. ADDITIONAL REPRESENTATIONS AND WARRANTIES

38. FLOATING PRICES

39. AMENDMENT

40. EXECUTION BY COUNTERPARTS

41. WITNESS
EXHIBIT A: NETTING
EXHIBIT B: FORM OF COUNTERPARTY GUARANTEE AGREEMENT
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Item 14 Page 34 of 230
EXHIBIT C: SAMPLE FORM FOR CONFIRMATION
EXHIBIT D: WSPP MEDIATION AND ARBITRATION PROCEDURES

SERVICE SCHEDULES
A. ECONOMY ENERGY SERVICE
B. UNIT COMMITMENT SERVICE
C. FIRM CAPACITY/ENERGY SALE OR EXCHANGE SERVICE
D. OPERATING RESERVE – SPINNING AND OPERATING RESERVE –

SUPPLEMENTAL
E. ENERGY IMBALANCE AND GENERATOR IMBALANCE POWER
R. RENEWABLE ENERGY CERTIFICATE TRANSACTIONS WITH AND

WITHOUT ENERGY
SCHEDULE Q: FERC ACCEPTED SELLER-SPECIFIC COST-BASED RATE SCHEDULES

LIST OF MEMBERS
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Item 14 Page 35 of 230

1. PARTIES:

The Parties to this WSPP Agreement (hereinafter referred to as "Agreement") are those entities that have executed this Agreement, hereinafter sometimes referred to individually as "Party" and collectively as "Parties," but excluding any such entity that withdraws its participation in the Agreement. An entity shall become a Party on the date specified in Section 16.6.
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Item 14 Page 36 of 230

2. RECITALS

2.1 Through this Agreement, the WSPP administers a multi-lateral, standardized agreement applicable to capacity and/or energy transactions between members and is available to entities (which qualify for membership under Section 16) throughout the entire continental United States, Canada, and Mexico.

2.2 This Agreement serves two functions. First, it sets out the rules applicable to the operation of the WSPP. Second, it sets out the terms for the standardized agreement used for capacity and/or energy transactions between members.

2.3 This Agreement facilitates physical transactions in capacity and/or energy under a FERC accepted or approved rate schedule (this Rate Schedule FERC No. 6).

2.4 Through the standardization of terms for transactions in capacity and/or energy which facilitates such transactions, the public interest has been and will continue to be served.
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3. AGREEMENT:

In consideration of the mutual covenants and promises herein set forth, the Parties agree as follows:
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Item 14 Page 38 of 230

4. DEFINITIONS:

The following terms, when used herein with initial capitalization, whether in the singular or in the plural, shall have the meanings specified:

Agreement: This WSPP Agreement, including the Service Schedules and Exhibits attached hereto, as amended; provided, however, that Confirmation(s) are not included within this definition.

Administrative Committee: A sub-committee of the Executive Committee in accordance with Section 8.1.2.

Broker: An entity or person that arranges trades or brings together Purchasers and Sellers without taking title to the power.

Business Day(s): Any day other than a Saturday or Sunday or a national (United States or Canadian, whichever is applicable) holiday. United States holidays shall be holidays observed by Federal Reserve member banks in New York City. Where both the Seller and the Purchaser have their principal place of business in the United States, Canadian holidays shall not apply. Similarly, where both the Seller and the Purchaser have their principal places of business in Canada, Canadian holidays shall apply and United States holidays shall not apply. In situations where one Party has its principal place of business within the United States and the other Party's principal place of business is within Canada, both United States and Canadian holidays shall apply.

California ISO: The California Independent System Operator Corporation or any successor organization.
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Confirmation(s): The confirmations for transactions developed and made effective in accordance with Section 32 or Electronic Platform Confirmations.

Contract Price: The price agreed to between the Seller and the Purchaser for a transaction under the Agreement and Confirmation.

Contract Quantity: The amount of capacity and/or energy to be supplied for a transaction under the Agreement.

Control Area: An electric system capable of regulating its generation in order to maintain its interchange schedule with other electric systems and to contribute its frequency bias obligation to the interconnection as specified in the North American Electric Reliability Council (NERC) Operating Guidelines.

Costs: As defined in Section 22.3 of this Agreement.

Damages Settlement Transaction: A transaction where, after non-performance under a Confirmation, the Parties enter into a second transaction for the purpose of finally settling damages incurred by the Performing Party due to non-performance of such Confirmation.

Dealer: An entity or person that buys or sells power and takes title to the power at some point.

Demand Response: A reduction in the consumption of electric energy by customers from their expected consumption in response to an increase in the price of electric energy or to incentive payments designed to induce lower consumption of electric energy.

Demand Response Entity: An entity or lawful association which is not an Electric Utility, Qualifying Facility, or Retail Entity, which sells or otherwise provides Demand Response through wholesale transactions.
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Item 14 Page 40 of 230
Defaulting Party: As defined in Section 22.1 of this Agreement.

Determination Period: As defined in Section 38.2 of this Agreement.

Documentary Writing: A document which is physically delivered by courier or U.S. mail, or a copy of which is transmitted by telefacsimile or other electronic means.

Economy Energy Service: Non-firm energy transaction whereby the Seller has agreed to sell or exchange and the Purchaser has agreed to buy or exchange energy that is subject to immediate interruption upon notification, in accordance with the Agreement, including Service Schedule A, and any applicable Confirmation.

Electric Utility: An entity or lawful association which (i) is a public utility, Independent Power Producer, or Power Marketer regulated under applicable state law or the Federal Power Act, or (ii) is exempted from such regulation under the Federal Power Act because it is the United States, a State or any political subdivision thereof or an agency of any of the foregoing, or a Rural Utilities Service cooperative, or (iii) is a public utility, Independent Power Producer, or Power Marketer located in Canada or Mexico that is similarly regulated.

Electronic Platform Confirmation: agreed terms and conditions of a transaction, which agreement (a) was made through electronic entry of information and terms on, and in a manner that complies with the procedures of, the applicable electronic trading platform or exchange, (b) includes, at a minimum, the Standard Confirmation Provisions, and (c) is available to either Party for retrieval from the applicable electronic trading platform or exchange in printable or electronic form.

Electronic Writing:
(1) Recorded oral conversation; or
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Item 14 Page 41 of 230
(2) electronic communications, including but not limited to e-mail, if the Parties to the transaction use such method to create an electronic writing for the Confirmation for such transaction and, except with respect to e-mail, specifically agree to the method of electronic communication.

Electronic Writings shall not include the transmittal of a copy of a document by electronic means, which is considered a Documentary Writing.

ERCOT: Electric Reliability Council of Texas, Inc., and any successor organization.

Event of Default: As defined in Section 22.1 of this Agreement.

Executive Committee: The committee established pursuant to Section 8 of this Agreement.

FERC: The Federal Energy Regulatory Commission or its regulatory successor.

Firm Capacity/Energy Sale or Exchange Service: Firm capacity and/or energy transaction whereby the Seller has agreed to sell or exchange and the Purchaser has agreed to buy or exchange for a specified period available capacity with or without associated energy which may include a Physically-Settled Option and a capacity transaction in accordance with the Agreement, including Service Schedule C, and any applicable Confirmation.

First Party: As defined in Section 27 of this Agreement.

Floating Price: As defined in Section 38.1 of this Agreement.

Gains: As defined in Section 22.3 of this Agreement.

Guarantee Agreement: An agreement providing a guarantee issued by a parent company or another entity guaranteeing responsibility for obligations arising under this Agreement and Confirmation. A sample form of Guarantee Agreement is provided in Exhibit B.
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Item 14 Page 42 of 230
Guarantor: The entity providing a guarantee pursuant to a Guarantee Agreement.

Hub: An electronic communication center that functions as a central point to electronically receive and assemble data for offers to buy or sell power or transmission service from each Party and make that data electronically available concurrently to all Parties.

Incremental Cost: The forecasted expense incurred by the Seller in providing an additional increment of energy or capacity during a given hour.

Independent Power Producer: An entity which is a non-traditional public utility that produces and sells electricity but which does not have a retail service franchise.

Letter of Credit: An irrevocable, transferable, standby letter of credit, issued by an issuer acceptable to the Party requiring the Letter of Credit.

Losses: As defined in Section 22.3 of this Agreement.

Market Disruption Event: As defined in Section 38.2 of this Agreement.

NERC: North American Electric Reliability Council or any successor organization.

Non-Defaulting Party: As defined in Section 22.1(a) of this Agreement.

Non-Performing Party: As defined in Section 21.3(a) of this Agreement.

Non-Standard Confirmation Provisions: Provisions other than Standard Confirmation Provisions.

NYMEX: New York Mercantile Exchange and any successor organization.

Operating Agent: An agent of the WSPP as may be designated by the Executive Committee from time to time.

Operating Committee: That committee established pursuant to Section 8 of this Agreement.
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Party or Parties: As defined in Section 1 of this Agreement.

Performing Party: As defined in Section 21.3(a) of this Agreement.

Power Marketer: An entity which buys, sells, and takes title to electric energy, transmission and/or other services from traditional utilities and other suppliers.

Physically-Settled Option: Includes (i) a call option which is the right, but not the obligation, to buy an underlying power product as defined under Service Schedules B or C according to the price and exercise terms set forth in the Confirmation; and (ii) a put option which is the right, but not the obligation, to sell an underlying power product as defined under Service Schedules B or C according to the price and exercise terms set forth in the Confirmation.

Premium: The amount paid by the Purchaser of a Physically-Settled Option to the Seller of such option by the date agreed to by the Parties in the Confirmation.

Present Value Rate: As defined in Section 22.3(b) of this Agreement.

Purchaser: Any Party which agrees to buy or receive from one or more of the other Parties any service pursuant to the Agreement and any applicable Confirmation.

Qualifying Facility: A facility which is a qualifying small power production facility or a qualifying cogeneration facility as these terms are defined in Federal Power Act Sections 3(17)(A), 3(17)(C), 3(18)(A), and 3(18)(B); which meets the requirements set forth in 18 C.F.R. §§ 292.203-292.209; or a facility in Canada or Mexico that complies with similar requirements.

Replacement Price: The price at which the Purchaser, acting in a commercially reasonable manner, effects a purchase of substitute capacity and/or energy in place of the capacity and/or energy not delivered (for energy) or made available (for capacity .
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only) by the Seller or, absent such a purchase, the market price for such quantity of capacity and/or energy, as determined by the Purchaser in a commercially reasonable manner, at the delivery point specified for the transaction in the Confirmation.

Resale Price: The price at which the Seller, acting in a commercially reasonable manner, effects a resale of the capacity and/or energy not received by the Purchaser or, absent such a resale, the market price for such quantity of capacity and/or energy, as determined by the Seller in a commercially reasonable manner at the delivery point specified for the transaction in a Confirmation.

Retail Entity: A retail aggregator or supplier or retail customer; provided, however, only those Retail Entities eligible for transmission service under the FERC’s pro forma open access transmission tariff are eligible to become members of the WSPP.

Second Party: As defined in Section 27 of this Agreement.

Seller: Any Party which agrees to sell or provide to one or more of the other Parties any service pursuant to the Agreement and the applicable Confirmation.

Service Schedule: A schedule of services established pursuant to Section 6 of this Agreement on file with FERC as part of this Agreement.

Standard Confirmation Provisions: Provisions setting forth: Seller, Purchaser, period of delivery, schedule, delivery rate, delivery points, type of service (e.g. Service Schedule A, B, C or other), contract quantity, price, transmission path (if any), date, and certain additional information for physically settled options (option type, option style, exercise date or period, premium, premium payout date, and method for providing notice of exercise).
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Successor in Operation: The successor entity which takes over the wholesale electric trading operations of the first entity either through a merger or restructuring. A Successor in Operation shall not include an entity which merely acquires power sales contracts from the first entity either through a purchase or other means without taking over the wholesale electric trading operations of the first entity.

Terminated Transaction: As defined in Section 22.2 of this Agreement.

Termination Payment: As defined in Section 22.2 of this Agreement.

Trading Day: As defined in Section 38.2 of this Agreement.

Uncontrollable Forces: As defined in Section 10 of this Agreement or in a Confirmation.

Unit Commitment Service: A capacity and/or associated scheduled energy transaction or a Physically-Settled Option under which the Seller has agreed to sell and the Purchaser has agreed to buy from a specified unit(s) for a specified period, in accordance with the Agreement, including Service Schedule B, and any applicable Confirmation.

WSPP: WSPP Inc., a corporation organized in 1995 and duly existing under the Utah Revised Nonprofit Corporation Act.

WSPP Default Transmission Tariff: The transmission tariff filed on behalf of WSPP members with FERC as it may be amended from time to time.

WSPP Homepage: WSPP’s internet web site, www.wspp.org.
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5. TERM, TERMINATION AND WITHDRAWAL:

5.1 This Agreement shall remain in effect until the Executive Committee, consistent with the voting provisions of Section 8.3, votes to terminate this Agreement and FERC accepts that termination, or FERC otherwise terminates the Agreement.

5.2 Any Party may withdraw its participation as a member of the WSPP and as a Party to this Agreement by providing thirty (30) days prior written notice to the Operating Agent and to the WSPP Homepage, and to all of its counterparties to outstanding transactions. As of the effective date of any withdrawal, the withdrawing Party shall have no further rights or obligations under this Agreement or as a member of the WSPP, except with respect to each outstanding Confirmation, all outstanding rights and obligations arising under any such Confirmation and this Agreement shall remain in full force and effect as if the withdrawal had not occurred. No Party shall oppose, before any court or regulatory agencies having jurisdiction, any other Party's withdrawal as provided in this Section.

5.3 Except as provided for in Section 5.2, after termination, or withdrawal with respect to the withdrawing Party, all rights to services provided under this Agreement shall cease, and no Party shall claim or assert any continuing right to such services thereunder. Except as provided in Section 5.2, no Party shall be required to provide services based in whole or in part on the existence of this Agreement or on the provision of services under this Agreement beyond the termination date, or date of withdrawal with respect to the withdrawing Party. If the Parties have entered into a master confirmation agreement only for WSPP transactions as that term is defined in Section 32.10, the withdrawing Party shall have no further rights under that .
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master confirmation agreement except for transactions that were outstanding at the time of the withdrawal.

5.4 The Parties subject to FERC jurisdiction under the Federal Power Act shall have the right to terminate their participation as a Member of the WSPP and as Party to this Agreement and any Confirmation without the necessity of filing with or approval by FERC, provided that such Parties comply with the requirements of Section 5.2.
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6. SERVICE SCHEDULES AND WSPP DEFAULT TRANSMISSION TARIFF:

6.1 The Parties contemplate that they may, from time to time, add or remove Service Schedules under this Agreement. The attached Service Schedules A through E for Economy Energy Service, Unit Commitment Service, Firm Capacity/Energy Sale or Exchange Service, Operating Reserve – Spinning and Operating Reserve – Supplemental, and Energy Imbalance and Generator Imbalance Power, and Service Schedule R for Renewable Energy Certificate Transactions With And Without Energy, are incorporated into and made a part of this Agreement. Nothing contained herein shall be construed as affecting in any way the right of the Parties to jointly make application to FERC for a change in the rates and charges, classification, service, terms, or conditions affecting WSPP transactions under Section 205 of the Federal Power Act and pursuant to FERC rules and regulations promulgated thereunder. Additional Service Schedules or amendments to existing Service Schedules, if any, shall be adopted only by amendment of this Agreement approved by the Executive Committee pursuant to Section 8.3 and shall become effective on the effective date allowed or accepted by FERC consistent with Section

39. 6.2 [RESERVED]

6.3 When the WSPP Default Transmission Tariff applies as specified in the preamble to such Default Transmission Tariff, Transmission Service under it shall be available both to Parties and non-Parties under this Agreement; provided, however, each Party or non-Party must be an eligible customer under the WSPP Default Transmission Tariff in order to receive service.
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7. ADMINISTRATION:

7.1 The WSPP shall perform the administrative tasks necessary and appropriate to implement this Agreement. All authority to direct, manage and administer the WSPP shall reside in the Executive Committee. All duties assigned under this Agreement, or otherwise, to the Operating Committee, sub-committees, officers, Administrative Committee, or Operating Agent, are delegated powers of the Executive Committee and are subject to the Executive Committee’s direction and control. The WSPP may engage the services of an Operating Agent, from time to time, to perform tasks in furtherance of this Agreement.

7.2 At least sixty (60) days prior to each calendar year that this Agreement is in effect, the Administrative Committee shall submit a budget for said year of operation to the Operating Committee for review. The proposed budget shall then be submitted, with the Operating Committee’s recommendations, to the Executive Committee.

The Executive Committee may approve the budget as submitted or with revisions.

The Administrative Committee, Operating Committee, and Executive Committee shall address any appropriate revisions of the budget in the same manner.

7.3 The WSPP shall, as necessary, bill the Parties for costs incurred under this Agreement on an estimated basis reasonably in advance of when due, and such billings shall be paid by the Parties when due. Such billings shall be adjusted in the following month(s) to reflect recorded costs. Billing and payment of WSPP costs shall otherwise be implemented in accordance with the provisions of Section

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7.4 The WSPP shall maintain the WSPP Homepage and, as it deems appropriate, may engage a contractor for this purpose.

7.5 Each Party shall maintain a link to the WSPP Homepage and shall be responsible for expenses related thereto.

7.6 The WSPP, at reasonable times and places, shall make available its books of account, and records and documentation supporting expenditures under this Agreement, for the inspection of any Party for a period of time not to exceed two (2) years from the time such expenditures were incurred. A Party requesting review of the WSPP’s records shall give the WSPP sufficient notice of its intent, but in no event less than thirty (30) days. The requesting Party may perform this review using personnel from its own staff or designate a certified public accounting firm for the purpose of this review. All costs incurred to perform this review shall be at the requesting Party's own expense. The Party performing the review shall not voluntarily release the WSPP’s records or disclose any information contained therein to any third party unless the written consent of the WSPP and the Executive Committee has been obtained, except as required by law.

7.7 Upon the termination of this Agreement, in accordance with applicable law, the WSPP shall dispose of any and all of its assets and wind up its affairs as the Executive Committee may direct.
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8. EXECUTIVE AND OPERATING COMMITTEES:

As a means of securing effective and timely cooperation within the activities hereunder and as a means of dealing on a prompt and orderly basis with various problems which may arise in connection with system coordination and operation under changing conditions, the Parties hereby establish an Executive Committee and an Operating Committee.

8.1 Executive Committee:

The Executive Committee shall consist of one representative and an alternate from each Party designated pursuant to Section 8.5 herein. The responsibilities of the Executive Committee are as follows:

8.1.1 To establish and amend bylaws of the WSPP consistent with this Agreement and to serve as the Board of Directors of the WSPP in accordance with applicable law.

8.1.2 To establish standing or ad hoc sub-committees as it may from time to time deem necessary or appropriate and appoint or elect members thereto. Such sub-committees shall include an Administrative Committee, as a standing committee, to administer the affairs of the WSPP as the Executive Committee may direct or approve. The Administrative Committee shall be comprised of the Chairman, Vice-Chairman, Secretary and Treasurer of the WSPP and the Chairman, and Vice-Chairman, and Secretary of the Operating Committee.

8.1.3 To review at least annually the service activities hereunder to ensure that such activities are consistent with the spirit and intent of this Agreement. .
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8.1.4 To review any unresolved issues which may arise hereunder and endeavor to resolve the issues.

8.1.5 To review and approve the WSPP’s annual budget under this Agreement, and any revision thereto, in accordance with Section 7.2 of this Agreement or otherwise as the Executive Committee deems necessary or appropriate.

8.1.6 To amend this Agreement, from time to time, provided that no such amendment or restatement shall be effective unless approved or accepted by the FERC and subject to terms and conditions of such approval or acceptance. The effectiveness of any amendment also shall be consistent with Section 39.

8.1.7 To review and act on the application of an entity to become a Party to this Agreement, or to delegate such authority as the Executive Committee deems appropriate.

8.1.8 To do such other things and carry out such duties as specifically required or authorized by this Agreement.

8.1.9 To notify any Party of the rescission of its interest in this Agreement due to its failure to continue to meet the requirements of Section 16.1, or to delegate such authority to the Chairman of the Executive Committee, the Chairman of the Operating Committee, or the Administrative Committee.

8.1.10 To arrange for legal representation of the WSPP.

8.2 Operating Committee:

The Operating Committee shall consist of one representative and an alternate from each Party designated pursuant to Section 8.5. The responsibilities of the Operating Committee are as follows:
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8.2.1 To establish, review, approve, or modify procedures and standard practices, consistent with the provisions hereof, for the guidance of operating employees in the Parties' electric systems as to matters affecting transactions under this Agreement.

8.2.2 To submit to the Executive Committee any proposed revisions to the Service Schedules or proposed additional Service Schedules.

8.2.3 To submit to the Executive Committee proposed amendments to this Agreement, provided that the Operating Committee shall have no authority to amend this Agreement, and further provided that the Executive Committee may amend this Agreement under Section 8.1.6 without having first received recommendations from the Operating Committee.

8.2.4 To establish, review, approve, or modify any scheduling or operating procedures required in connection with transactions under this Agreement.

8.2.5 To review and make recommendations to the Executive Committee for approval of the annual budget of the WSPP under this Agreement, including any proposed revisions thereto.

8.2.6 To review and recommend as necessary the types and arrangement of equipment for intersystem communication facilities to enhance transactions and benefits under this Agreement.

8.2.7 To monitor the administration and costs of the WSPP Homepage.

8.2.8 If the Executive Committee so directs, to review new member applications for membership in the WSPP under this Agreement and make .
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recommendations on said applications to the Executive Committee, or to delegate such authority as the Operating Committee deems appropriate.

8.2.9 To establish standing or ad hoc sub-committees and appoint or elect members of the Operating Committee thereto, provided that such subcommittees shall make recommendations to the Operating Committee and shall not be authorized to take any action or exercise any power reserved to the Operating Committee. Each sub-committee may elect a chairman, vice chairman, and secretary as it deems appropriate.

8.2.10 To do such other things and carry out such duties as specifically required or authorized by this Agreement or as directed by the Executive Committee; provided, however, that the Operating Committee shall have no authority to amend this Agreement.

8.3 All matters which require Operating Committee or Executive Committee approval as provided in this Agreement shall be by no less than ninety percent (90%) affirmative agreement of the committee members present or voting by proxy.

8.4 Unless otherwise agreed by all committee members of the Executive Committee or Operating Committee, as applicable, the Chairman of the Executive Committee and the Chairman of the Operating Committee shall cause all members of the applicable committee to receive notice of a committee meeting at least ten (10) Business Days prior to the date of the meeting. Such notice shall include an agenda of matters to be discussed and voted on at the meeting. All material issues to be submitted to a vote of the committee shall appear on the agenda.
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8.5 In accordance with Section 16.5.1, each Party shall give notice to the WSPP of the name of its designated representative and alternate representative (to act in the absence of the designated representative) on each of the Executive Committee and Operating Committee, and of any changes thereto, and WSPP shall publish a listing of all such representatives on the WSPP Homepage. Each Party's designated representatives shall be authorized to act on its behalf with respect to votes taken of members of each committee and other activities of the committee.

8.6 The Executive Committee shall meet no less than once annually and otherwise as determined by its Chairman in his discretion. The Operating Committee shall meet as necessary, as determined by its Chairman in his discretion. A Chairman shall call a meeting of such committee upon the written request of not less than ten (10) members of the applicable committee.

8.7 The Executive Committee shall elect a Chairman, Vice-Chairman, Secretary and Treasurer. The Operating Committee shall elect a Chairman, Vice-Chairman, and Secretary. These officers shall serve terms of two-years duration, which terms shall commence on January 1 of the year following the election and expire on December 31 of the subsequent year, provided, that despite the expiration of an officer's term, the officer shall continue to serve until the officer's successor is elected and commences to serve, and further provided that with or without cause, the Executive Committee or Operating Committee, as applicable, may elect a substitute officer prior to the expiration of a term.

8.7.1 The Chairman of the Executive Committee shall be the Chairman of the WSPP. The Chairman shall preside over meetings of the Executive .
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Committee and, when the Executive Committee is not in session, exercise day to day management and control of the business and affairs of the WSPP, subject at all times to this Agreement and the direction of the Executive Committee.

8.7.2 The Vice-Chairman of the Executive Committee shall be the Vice-Chairman of the WSPP. The Vice-Chairman, in the absence or disability of the Chairman, shall exercise the powers and perform the duties of the Chairman and such other duties as the Executive Committee or the Chairman may prescribe, subject at all times to this Agreement and the direction of the Executive Committee.

8.7.3 The Secretary of the Executve Committee shall be the Secretary of the WSPP.

The Secretary, or his designee, shall record minutes of meetings and actions of the Executive Committee, perform the customary duties of a secretary of a non-profit corporation, and attend to the giving and serving of all notices required by law or under this Agreement as the Chairman may direct.

8.7.4 The Treasurer of the Executive Committee shall be the Treasurer of the WSPP. The Treasurer shall have custody of all funds, securities, and evidences of indebtedness of the Corporation. The Treasurer shall receive and give receipts for moneys paid in on account of the Corporation and shall pay out of the funds on hand any bills, payrolls and other just debts of the Corporation of whatever nature upon maturity. The Treasurer shall maintain full and accurate accounts of all moneys received and paid out on account of the Corporation. The Treasurer shall deposit all moneys and other valuables .
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in the name and to the credit of the Corporation in such depositories as may be designated by the Executive Committee. The Treasurer shall adhere to budgets determined by the Executive Committee, including the annual budget under section 8.1.4 of this Agreement, and shall perform such other duties as are customary for a treasurer of a non-profit corporation.

8.7.5. The Chairman of the Operating Committee shall preside over Operating Committee meetings. The Vice Chairman of the Operating Committee shall serve in the absence of the Chairman and perform such other duties as the Operating Committee may assign. The Secretary of the Operating Committee, or his designee, shall record minutes of meetings and actions of the Operating Committee, and shall give notice of meetings as the Chairman may direct. .
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9. PAYMENTS:

9.1 The accounting and billing period for transactions under this Agreement shall be one (1) calendar month. Bills sent to any Party shall be sent to the appropriate billing address as set forth on the WSPP homepage or as otherwise specified by such Party.

9.2 Payments for amounts billed under this Agreement and any Confirmation shall be received by the Party to be paid on the 20th day of the month in which the invoice was received or the tenth (10) day after receipt of the bill, whichever is later.

Notwithstanding the foregoing, Premiums shall be paid within three (3) Business Days of receipt of the invoice. Payment shall be made at the location designated by the Party to which payment is due. Payment shall be considered received when payment is received by the Party to which Payment is due at the location designated by that Party. If the due date falls on a non-Business Day of either Party, then the payment shall be due on the next following Business Day.

9.3 Amounts not paid on or before the due date shall be payable with interest calculated daily, at a rate equal to 200 basis points above the per annum Prime Rate reported daily in the Wall Street Journal for the period beginning on the day after the due date and ending on the day of payment, provided that such interest shall not exceed the amount permitted by law.

9.4 In order to dispute a bill in whole or in part, a Party must provide written notice of the dispute to the other Party to the transaction. Such written notice shall specify the amount in dispute and state the basis for the dispute. In case any portion of any bill is in dispute, the entire bill shall be paid when due. Any excess amount of bills .
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which, through inadvertent errors or as a result of a dispute, may have been overpaid shall be returned by the owing Party upon determination of the correct amount, with interest calculated in the manner set forth in Section 9.3. A Party shall have the right to dispute the accuracy of any bill or payment only for a period of two (2) years from the date on which the bill was initially delivered.

9.5 If a Party’s records reveal that a bill was not delivered, then the Party may deliver to the appropriate Party a bill within two (2) years from the date on which the bill would have been delivered under Section 9.1 of this Agreement. The right to payment is waived with respect to any amounts not billed within such two (2) year period.

9.6 Each Party, or any third party representative of a Party, shall keep complete and accurate records, and shall maintain such data as may be necessary for the purpose of ascertaining the accuracy of all relevant data, estimates, or statements of charges submitted hereunder for a period of two (2) years from the date the bill was delivered under this Agreement and/or Confirmation.

Within a two (2) year period from the date on which the bill was initially delivered, any Party to the applicable transaction may request in writing copies of the records of the other Party for that transaction to the extent reasonably necessary to verify the accuracy of any statement or charge. The Party from which documents or data has been requested shall provide all reasonably requested documents and data within a reasonable time period.
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10. UNCONTROLLABLE FORCES:

No Party shall be considered to be in breach of this Agreement or any applicable Confirmation to the extent that a failure to perform its obligations under this Agreement or any such Confirmation is due to an Uncontrollable Force. The term "Uncontrollable Force" means an event or circumstance which prevents one Party from performing its obligations under one or more transactions, which event or circumstance is not within the reasonable control of, or the result of the negligence of, the claiming Party, and which by the exercise of due diligence the claiming Party is unable to avoid, cause to be avoided, or overcome.

So long as the requirements of the preceding sentence are met, an “Uncontrollable Force” may include and is not restricted to flood, drought, earthquake, storm, fire, lightning, epidemic, war, riot, act of terrorism, civil disturbance or disobedience, labor dispute, labor or material shortage, sabotage, restraint by court order or public authority, and action or nonaction by, or failure to obtain the necessary authorizations or approvals from, any governmental agency or authority.

The following shall not be considered “Uncontrollable Forces”: (i) Seller’s cost of obtaining capacity and/or energy; or (ii) Purchaser’s inability due to the price of the capacity and/or energy, to use or resell such capacity and/or energy. No Party shall, however, be relieved of liability for failure of performance to the extent that such failure is due to causes arising out of its own negligence or due to removable or remediable causes which it fails to remove or remedy within a reasonable time period. Nothing contained herein shall be construed to require a Party to settle any strike or labor dispute in which it may be involved. Any Party rendered unable to fulfill any of its obligations by reason of an Uncontrollable Force shall give prompt notice of such fact and shall exercise due .
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diligence, as provided above, to remove such inability within a reasonable time period. If oral notice is provided, it shall be promptly followed by written notice.

Where the entity providing transmission services for transactions under this Agreement and Confirmation interrupts such transmission service, the interruption in transmission service shall be considered an Uncontrollable Force under this Section 10 only in the following two sets of circumstances:
(1) An interruption in transmission service shall be considered an Uncontrollable Force if (a) the Parties agreed on a transmission path for that transaction in the Confirmation (b) firm transmission involving that transmission path was obtained pursuant to a transmission tariff or contract to effectuate the transaction under this Agreement and Confirmation, and (c) the entity providing transmission service curtailed or interrupted such firm transmission pursuant to the applicable transmission tariff or contract. There shall be no due diligence obligation associated with interruptions under this subparagraph (1). (2) If the Parties did not agree on the transmission path for a transaction in the Confirmation, an interruption in transmission service shall be considered an Uncontrollable Force only if (a) the Party contracting for transmission services shall have made arrangements with the entity providing transmission service for firm transmission to effectuate the transaction under the Agreement and Confirmation, (b) the entity providing transmission service curtailed or interrupted such transmission service, and (c) the Party which contracted for such firm transmission services could not obtain alternate energy at the delivery point, alternate .
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transmission services, or alternate means of delivering energy after exercising due diligence.

No Party shall be relieved by operation of this Section 10 of any liability to pay for power delivered to the Purchaser or to make payments then due or which the Party is obligated to make with respect to performance which occurred prior to the Uncontrollable Force.
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11. WAIVERS:

Any waiver at any time by any Party of its rights with respect to a default under this Agreement or any Confirmation, or any other matter under this Agreement, shall not be deemed a waiver with respect to any subsequent default of the same or any other matter. .
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12. NOTICES:

12.1 Except for the oral notice provided for in Section 10 of this Agreement, any formal 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 either registered or certified mail (postage prepaid), prepaid telegram, fax, or overnight delivery (with record of receipt).

12.2 Notices and requests of a routine nature applicable to delivery or receipt of capacity and/or energy shall be given in such manner as the Parties to a transaction shall prescribe in a Confirmation or otherwise; provided, however, if the Parties have not prescribed a method of providing such routine notices, then the procedures in Section 12.1 shall apply.
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13. EFFECT OF APPROVALS:

13.1 This Agreement and all Confirmations are subject to valid laws, orders, rules and regulations of duly constituted authorities having jurisdiction. Nothing contained in this Agreement or any Confirmation shall give FERC jurisdiction over those Parties not otherwise subject to such jurisdiction or be construed as a grant of jurisdiction over any Party by any state or federal agency not otherwise having jurisdiction by law.

13.2 Nothing in this Agreement or any Confirmation is intended to restrict the authority of the Bonneville Power Administration (BPA) pursuant to applicable statutory authority to use its existing wholesale power and transmission rates or to adopt new rates, rate schedules, or general rate schedule provisions for application under this Agreement and obtain interim or final approval of those rates from FERC pursuant to Section 7 of the Pacific Northwest Electric Power Planning and Conservation Act, 16 U.S.C. Sec. 839e, provided such rates do not exceed the maximum rates in the applicable Service Schedule and are consistent with the terms and conditions of said Service Schedule.

13.3 Nothing contained in this Agreement or any Confirmation shall be construed to establish any precedent for any other agreement or to grant any rights to or impose any obligations on any Party beyond the scope and term of this Agreement or any Confirmation.
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14. TRANSFER OF INTEREST IN AGREEMENT:

No Party shall voluntarily transfer its membership in the WSPP under this Agreement without the written consent and approval of all other Parties except to a Successor in Operation of such Party. With regard to the transfer of the rights and obligations of any Party associated with transactions under this Agreement and Confirmation(s), neither Party to such transactions may assign such rights or obligations unless (a) the other Party provides its prior written consent which shall not be unreasonably withheld; or (b) the assignment is to a Successor in Operation which provides reasonable creditworthiness assurances (see Section 27 for examples of such assurances) if required by the non-assigning Party based upon its reasonably exercised discretion. Any successor or assignee of the rights of any Party, whether by voluntary transfer, judicial or foreclosure sale or otherwise, shall be subject to all the provisions and conditions of this Agreement and Confirmation(s) (where applicable) to the same extent as though such successor or assignee were the original Party under this Agreement or the Confirmation(s), and no assignment or transfer of any rights under this Agreement or any Confirmation(s) shall be effective unless and until the assignee or transferee agrees in writing to assume all of the obligations of the assignor or transferor and to be bound by all of the provisions and conditions of this Agreement and any Confirmation(s) (where applicable). The execution of a mortgage or trust deed or a judicial or foreclosure sale made thereunder shall not be deemed a voluntary transfer within the meaning of this Section 14. .
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15. SEVERABILITY:

In the event that any of the terms, covenants or conditions of this Agreement or any Confirmation, or the application of any such term, covenant or condition, shall be held invalid as to any person or circumstance by any court, regulatory agency, or other regulatory body having jurisdiction, all other terms, covenants or conditions of this Agreement and the Confirmation and their application shall not be affected thereby, but shall remain in force and effect unless a court, regulatory agency, or other regulatory body holds that the provisions are not separable from all other provisions of this Agreement or such Confirmation(s).
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16. MEMBERSHIP:

16.1 Any Electric Utility, Retail Entity, Qualifying Facility, or Demand Response Entity may become a Party to this Agreement. The Executive Committee shall notify such Electric Utility, Retail Entity, Qualifying Facility, or Demand Response Entity of its decision within sixty (60) days of a request to become a Party to this Agreement, and any acceptable entity shall become a Party hereto by the execution of this Agreement or a counterpart hereof, payment of costs pursuant to Section 16.4, and concluding any necessary acceptance or approval referred to in Section 13. Any such Party, if it is subject to the ratemaking jurisdiction of FERC, shall be responsible for any FERC filing necessary for it to implement its performance under this Agreement.

16.2 Each Party shall continue to meet the requirements of Section 16.1 in order to remain a Party to this Agreement

16.3 Being a Party to this Agreement shall not serve as a substitute for contractual arrangements that may be needed between any Party which operates a Control Area and any other Party which operates within that Control Area.

16.4 Any entity that becomes a Party to this Agreement which was not a party to the experimental Western Systems Power Pool Agreement shall pay a one time fee of $25,000 under this Agreement in recognition of prior efforts and costs incurred by the parties to the experimental Western Systems Power Pool Agreement, which efforts greatly facilitated development of this Agreement. Such fee shall be credited to future costs of the WSPP incurred hereunder. .
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16.5 In addition to requirements set forth elsewhere in this Agreement imposed on Parties as part of their membership in the WSPP, each Party shall abide by the following requirements:

16.5.1 Each Party shall maintain updated information regarding its Executive Committee and Operating Committee representatives on the WSPP Homepage and shall submit changes within a reasonable time period.

16.5.2 With regard to disputes involving transactions under this Agreement or other agreements, no Party shall seek to conduct discovery of the WSPP or issue or seek to obtain the issuance of any subpoena to the WSPP or WSPP officers acting in their capacities as officers of the WSPP or of the WSPP’s attorneys or consultants with regard to their work for the WSPP or their opinions regarding the construction or interpretation of any clause of the Agreement, provided that the foregoing prohibition shall not apply in proceedings brought against the WSPP. In the event a Party seeks to compel discovery or testimony in violation of this Section, that Party shall be deemed to have consented to the quashing of the subpoena or other process providing therefor. Notwithstanding any other provision in this Agreement, a Party that seeks to conduct discovery or issue or seek to obtain the issuance of any subpoena in breach of this provision shall compensate the WSPP and its officers, attorneys, and consultants, as applicable, for all outof-pocket costs incurred.

16.6 An entity shall become a Party to this Agreement and a member of the WSPP upon satisfaction of the requirements in this Section 16 and on the date allowed by FERC .
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if it is a FERC public utility or upon the date of satisfaction of the requirements in this Section 16 if it is not a FERC public utility.
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17. RELATIONSHIP OF PARTIES:

17.1 Nothing contained in this Agreement or in any Confirmation shall be construed to create an association, joint venture, trust, or partnership, or agency relationship between or among the Parties, or to impose a trust or partnership covenant, obligation, or liability on or with regard to any of the Parties. Each Party shall be individually responsible for its own covenants, obligations, and liabilities under this Agreement and under any applicable Confirmation.

17.2 All rights and obligations of the Parties under this Agreement are several and are not joint.
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18. NO DEDICATION OF FACILITIES:

Any undertaking by one Party to another Party under any provision of this Agreement shall not constitute the dedication of the electric system or any portion thereof of the undertaking Party to the public or to the other Party, and it is understood and agreed that any such undertaking under any provision of this Agreement by a Party shall cease upon the termination of such Party's obligations under this Agreement. .
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19. NO RETAIL SERVICES:

Nothing contained in this Agreement shall grant any rights to or obligate any Party to provide any services hereunder directly to or for retail customers of any Party. .
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20. THIRD PARTY BENEFICIARIES:

This Agreement shall not be construed to create rights, in, or to grant remedies to, any third party as a beneficiary of this Agreement or of any duty, obligation or undertaking established herein except as provided for in Section 14. .
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21. LIABILITY AND DAMAGES:

21.1 This Agreement contains express remedies and measures of damages in Sections

21.3 and 22 for non-performance or default. This Agreement also contains additional remedies to enforce payment of monies due and to enforce terms of the Agreement and applicable Confirmations in Section 21.2.

ALL OTHER DAMAGES OR REMEDIES ARE HEREBY WAIVED.

Therefore, except as provided in Sections 21.3 and 22, no Party or its directors, members of its governing bodies, officers or employees shall be liable to any other Party or Parties for any loss or damage to property, loss of earnings, or revenues, personal injury, or any other direct, indirect, or consequential damages or injury, or punitive damages, which may occur or result from the performance or nonperformance of this Agreement (including any applicable Confirmation), including any negligence arising hereunder. Any liability or damages incurred by an officer or employee of a Federal agency or by that agency that would result from the operation of this provision shall not be inconsistent with Federal law.

21.2 Any Party due monies under this Agreement, the amounts of which are not in dispute or if disputed have been the subject of a decision awarding monies, (i) shall have the right to seek payment of such monies in any forum having competent jurisdiction and (ii) shall possess the right to seek relief directly from that forum without first utilizing the mediation or arbitration provisions of this Agreement and without exercising termination and liquidation rights under Section 22.

In addition, each Party shall possess the right to seek specific performance (injunctive relief) of the non-delivery related terms of this Agreement and any .
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Confirmation in any forum having competent jurisdiction. In seeking to enforce the terms of this Agreement, however, consistent with Section 21.1, no Party is entitled to receive or recover monetary damages except as provided in Sections 21.3 and 22.

21.3 The following damages provision shall apply to all transactions under this Agreement. For transactions under Service Schedule A, however, this damages provision or some other damages provision will apply only if such a damages provision is agreed to through a Confirmation. The damages under this Section

21.3 apply to a Party's failure to deliver or receive (or make available in the case of capacity) capacity and/or energy in violation of the terms of the Agreement and any Confirmation. The Contract Quantity and Contract Price referred to in this Section

21.3 are part of the agreement between the Parties for which damages are being calculated under this Section.
(a) If either Party fails to deliver or receive (or make available in the case of capacity), as the case may be, the quantities of capacity and/or energy due under the Agreement and any Confirmation (thereby becoming a "NonPerforming Party" for the purposes of this Section 21.3), the other party (the "Performing Party") shall be entitled to receive from the Non-Performing Party an amount calculated as follows (unless performance is excused by Uncontrollable Forces as provided in Section 10, the applicable Service Schedule, or by the Performing Party):
(1) If the amount the Purchaser scheduled or received in any hour is less than the applicable hourly Contract Quantity, then the Purchaser .
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shall be liable for (a) the product of the amount (whether positive or negative), if any, by which the Contract Price differed from the Resale Price (Contract Price - Resale Price) and the amount by which the quantity provided to the Purchaser was less than the hourly Contract Quantity; plus (b) the amount of transmission charge(s), if any, for firm transmission service upstream of the delivery point, which the Seller incurred to achieve the Resale Price, less the reduction, if any, in transmission charge(s) achieved as a result of the reduction in the Purchaser's schedule or receipt of electric energy (based on Seller's reasonable commercial efforts to achieve such reduction). If the total amounts for all hours calculated under this paragraph (1) are negative, then neither the Purchaser nor the Seller shall pay any amount under this Section 21.3(a)(1). (2) If the amount the Seller scheduled or delivered (or made available in the case of capacity) in any hour is less than the applicable hourly Contract Quantity, then the Seller shall be liable for (a) the product of the amount (whether positive or negative), if any, by which the Replacement Price differed from the Contract Price (Replacement Price - Contract Price) and the amount by which the quantity provided by the Seller was less than the hourly Contract Quantity; plus (b) the amount of transmission charge(s), if any, for firm transmission service downstream of the delivery point, which the Purchaser incurred to achieve the Replacement Price, less the .
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reduction, if any, in transmission charge(s) achieved as a result of the reduction in the Seller's schedule or delivery (based on Purchaser's reasonable commercial effort to achieve such reduction). If the total amounts for all hours calculated under this paragraph (2) are negative, then neither the Purchaser nor the Seller shall pay any amount under this Section 21.3(a)(2).
(3) The Non-Performing Party also shall reimburse the Performing Party for any charges imposed on the Performing Party under open access transmission or FERC accepted or approved tariffs for regional organizations due to the non-performance.
(4) The Non-Performing Party shall pay any amount due from it under this section within the billing period as specified in Section 9 of this Agreement or agreed to in the applicable Confirmation if the Parties agreed to revise the billing period in Section 9.
(5) In the event (a) two Parties entered into two or more Confirmations in which the same Party is the Purchaser and the other Party is the Seller, (b) deliveries under two or more of such Confirmations are to occur, in whole or in part, on the same date and hour, and at the same delivery point, and (c) as to such date, hour, and delivery point, and with respect to one or more of such Confirmations, a Party is a Non-Performing Party (for purposes of this Section 21.3(a)(5), each such instance of non-performance, a “non-performed transaction”), then, as set out in this Section 21.3(a)(5), each non-performed .
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transaction shall be identified to a Confirmation, and the Contract Price of the Confirmation to which the non-performed transaction is identified, and the Contract Quantity of the non-performed transaction, shall be applied to the calculation of amounts due under Section 21.3(a)(1) through (3), as applicable.

The Parties in good faith shall seek to agree to the
identification of each non-performed transaction to a Confirmation.

Each non-performed transaction not identified to a
Confirmation by agreement, and any megawatt hours that are not fully accounted for by such identification, shall be identified to Confirmation(s) as follows:
(i) The Performing Party in good faith shall determine whether each Confirmation is real-time, day-ahead, or forward; all Confirmations that are not real-time or day-ahead shall be deemed forward Confirmations.
(ii) The Performing Party in good faith shall determine whether each non-performed transaction is real-time, day-ahead, or forward; all non-performed transactions that are not real-time or day-ahead shall be deemed forward non-performed transactions.
(iii) The Performing Party shall:
(x) identify real-time non-performed transactions to
real-time Confirmations, provided, that if the megawatt hours of real-time non-performed transactions exceed the
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megawatt hours of real-time Confirmations, then such excess megawatt hours shall be identified to day-ahead
Confirmations and any excess megawatt hours remaining
after such identification to day-ahead Confirmations shall be identified to forward Confirmations.
(y) identify day-ahead non-performed transactions to
day-ahead Confirmations, provided, that if the megawatt hours of day-ahead non-performed transactions exceed the megawatt hours of day-ahead Confirmations, then such
excess megawatt hours shall be identified to forward
Confirmations.
(z) identify all remaining non-performed transactions to forward Confirmations.

The Performing Party, in its billing for amounts due under Section

21.3(a)(1) through (3), shall set out a detailed explanation of each applicable determination under parts (i), (ii), and (iii) of this Section

21.3(a)(5), and state the resulting Contract Quantity and Contract Price, and any amounts associated with each such determination under Section 21.3(a)(3).
(b) The Parties agree that the amounts recoverable under this Section 21.3 are a reasonable estimate of loss and not a penalty, and represent the sole and exclusive remedy for the Performing Party. Such amounts are payable for the loss of bargain and the loss of protection against future risks. .
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(c) Each Party agrees that it has a duty to mitigate damages in a commercially reasonable manner to minimize any damages it may incur as a result of the other Party's performance or non-performance of this Agreement. (d) In the event the Non-Performing Party disputes the calculation of the damages under this Section 21.3, the Non-Performing Party shall pay the full amount of the damages as required by Section 9 of this Agreement to the Performing Party. After informal dispute resolution as required by Section 34.1, any remaining dispute involving the calculation of the damages shall be referred to binding dispute resolution as provided by Section 34.2 of this Agreement. If resolution or agreement results in refunds or the need for refunds to the Non-Performing Party, such refunds shall be calculated in accordance with Section 9.4 of this Agreement. (e) In the event non-performance of a transaction is accounted for by means of a Damages Settlement Transaction and the Damages Settlement Transaction is performed, then no damages shall be calculated or due under § 21.3(a) with respect to the non-performed transaction. Neither Party shall be required to enter into a Damages Settlement Transaction. .
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22. DEFAULT OF TRANSACTIONS UNDER THIS AGREEMENT AND
CONFIRMATIONS:

22.1 EVENTS OF DEFAULT
An "Event of Default" shall mean with respect to a Party ("Defaulting Party"):
(a) the failure by the Defaulting Party to make, when due, any payment required pursuant to this Agreement or Confirmation if such failure is not remedied within two (2) Business Days after written notice of such failure is given to the Defaulting Party by the other Party ("the Non-Defaulting Party"). The Non-Defaulting Party shall provide the notice by facsimile to the designated contact person for the Defaulting Party and also shall send the notice by overnight delivery to such contact person; or
(b) the failure by the Defaulting Party to provide clear and good title as required by Section 33.3, or to have made accurate representations and warranties as required by Section 37 and such failure is not cured within five (5) Business Days after written notice thereof to the Defaulting Party; or (c) The institution, with respect to the Defaulting Party, by the Defaulting Party or by another person or entity of a bankruptcy, reorganization, moratorium, liquidation or similar insolvency proceeding or other relief under any bankruptcy or insolvency law affecting creditor's rights or a petition is presented or instituted for its winding-up or liquidation; or (d) The failure by the Defaulting Party to provide adequate assurances of its ability to perform all of its outstanding material obligations to the NonDefaulting Party under the Agreement or any Confirmation pursuant to .
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Section 27 of this Agreement or any substitute or modified provision in any Confirmation.
(e) With respect to its Guarantor, if any:
(i) if a material representation or warranty made by a Guarantor in connection with this Agreement, or any transaction entered into hereunder, is false or misleading in any material respect when made or when deemed made or repeated; or
(ii) the failure of a Guarantor to make any payment required or to perform any other material covenant or obligation in any guarantee made in connection with this Agreement, including any transaction entered into hereunder, and such failure shall not be remedied within three (3) Business Days after written notice; or
(iii) the institution, with respect to the Guarantor, by the Guarantor or by another person or entity of a bankruptcy, reorganization, moratorium, liquidation or similar insolvency proceeding or other relief under any bankruptcy or insolvency law affecting creditor’s rights or a petition is presented or instituted for its winding-up or liquidation; or
(iv) the failure, without written consent of the other Party, of a Guarantor’s guarantee to be in full force and effect for purposes of this Agreement (other than in accordance with its terms) prior to the satisfaction of all obligations of such Party under each transaction to which such guarantee shall relate; or
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(v) a Guarantor shall repudiate, disaffirm, disclaim, or reject, in whole or in part, or challenge the validity of, any guarantee.

22.2 REMEDIES FOR EVENTS OF DEFAULT

22.2(a) If an Event of Default shall have occurred and be continuing, the NonDefaulting Party, upon written notice to the Defaulting Party, shall have the right (i) to suspend performance of transactions under this Agreement; provided, however, (i) in no event shall any such suspension continue for longer than ten (10) Business Days; (ii) such suspension must include all transactions under this Agreement in effect as of the date of the suspension between the Defaulting Party and the Non-Defaulting Party; and (iii) such suspension is available only once for each default. This ten (10) day suspension period shall not affect in any way the thirty (30) day period for exercising a right of termination under Section 22.2(b). The NonDefaulting Party shall have the unilateral right to exercise its rights under this Agreement including its termination rights at any time within the suspension period. The Defaulting Party shall have no suspension rights.

In no event shall the suspension continue beyond the cure of or waiver by the Non-Defaulting Party of the applicable Event of Default. If the NonDefaulting Party seeks to terminate the suspension period such that the suspension shall be terminated prior to the end of the ten (10) Business Day period specified above, it may do so only by providing at least twenty-four (24) hours written notice to the Defaulting Party before the suspension may be terminated.
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22.2(b) If an Event of Default occurs, the Non-Defaulting Party shall possess the right to terminate all transactions between the Parties under this Agreement upon written notice (by facsimile or other reasonable means) to the Defaulting Party, such notice of termination to be effective immediately upon receipt. If the Non-Defaulting Party fails to exercise this right of termination within thirty (30) days following the time when the Event of Default becomes known (or more than thirty days if the Non-Defaulting and Defaulting Parties agree to an extension), then such right of termination shall no longer be available to the Non-Defaulting Party as a remedy for the Event(s) of Default; provided, however, this thirty day requirement for exercising termination rights shall not apply to defaults pursuant to Sections

22.1(c) and 22.1(e)(iii). The Non-Defaulting Party terminating transaction(s) under this Section 22.2 may do so without making a filing at FERC.

If the Non-Defaulting Party elects to terminate under this Section, it shall be required to terminate all transactions between the Parties under the Agreement at the same time. Upon termination, the Non-Defaulting Party shall liquidate all transactions as soon as practicable, provided that in no event will the Non-Defaulting Party be allowed to liquidate Service Schedule A transactions. The payment associated with termination ("Termination Payment") shall be calculated in accordance with this Section

22.2 and Section 22.3. The Termination Payment shall be the sole and exclusive remedy for the Non-Defaulting Party for each terminated .
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transaction ("Terminated Transaction") for the time period beginning at the time notice of termination under this Section 22 is received. Prior to receipt of such notice of termination by the Defaulting Party, the Non-Defaulting Party may exercise any remedies available to it under Section 21.3 of this Agreement or Confirmation(s), and any other remedies available to it at law or otherwise.

Upon termination, the Non-Defaulting Party may withhold any payments it owes the Defaulting Party for any obligations incurred prior to termination under this Agreement or Confirmation(s) until the Defaulting Party pays the Termination Payment to the Non-Defaulting Party. The Non-Defaulting Party shall possess the right to set-off the amount due it under this Section 22 by any such payments due the Defaulting Party as provided in Section 22.3(d).

22.3 LIQUIDATION CALCULATION OPTIONS
The Non-Defaulting Party shall calculate the Termination Payment as follows:
(a) The Gains and Losses shall be determined by comparing the value of the remaining term, transaction quantities, and transaction prices under each Terminated Transaction had it not been terminated to the equivalent quantities and relevant market prices for the remaining term either quoted by a bona fide third-party offer or which are reasonably expected to be available in the market under a replacement contract for each Terminated Transaction. To ascertain the market prices of a replacement contract, the Non-Defaulting Party may consider, among other valuations, quotations .
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from Dealers in energy contracts, any or all of the settlement prices of the NYMEX power futures contracts (or NYMEX power options contracts in the case of Physically-Settled Options) and other bona fide third party offers, all adjusted for the length of the remaining term and differences in transmission. It is expressly agreed that the Non-Defaulting Party shall not be required to enter into replacement transactions in order to determine the Termination Payment.
(b) The Gains and Losses calculated under paragraph (a) shall be discounted to present value using the Present Value Rate as of the time of termination (to take account to the period between the time notice of termination was effective and when such amount would have otherwise been due pursuant to the relevant transaction). The "Present Value Rate" shall mean the sum of 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 matches the average remaining term of the Terminated Transactions; and (c) The Non-Defaulting Party shall set off or aggregate, as appropriate, the Gains and Losses (as calculated in Section 22.3(a)) and Costs and notify the Defaulting Party. If the Non-Defaulting Party's aggregate Losses and Costs exceed its aggregate Gains, the Defaulting Party shall, within three (3) Business Days of receipt of such notice, pay the Termination Payment to .
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the Non-Defaulting Party, which amount shall bear interest at the Present Value rate from the time notice of termination was received until paid. If the Non-Defaulting Party's aggregate Gains exceed its aggregate Losses and Costs, the Non-Defaulting Party, after any set-off as provided in paragraph (d), shall pay the remaining amount to the Defaulting Party within three (3) Business Days of the date notice of termination was received including interest at the Present Value from the time notice of termination was received until the Defaulting Party receives payment.
(d) The Non-Defaulting Party shall aggregate or set off, as appropriate, at its election, any or all other amounts owing between the Parties (discounted at the Present Value Rate) under this Agreement and any Confirmation against the Termination Payment so that all such amounts are aggregated and/or netted to a single liquidated amount. The net amount due from any such liquidation shall be paid within three (3) Business Days following the date notice of termination is received.
(e) (i) If the Non-Defaulting Party owes the Defaulting Party monies under this Section 22.3, then notwithstanding the three Business Day payment requirement detailed above, the Non-Defaulting Party may elect to pay the Defaulting Party the monies owed under this Section

22.3 over the remaining life of the contract(s) being terminated. The Non-Defaulting Party may make this election by providing written notice to the Defaulting Party within three Business Days of the notice being provided to terminate and liquidate under this Section .
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22.3. The Non-Defaulting Party shall provide the Defaulting Party with the details on the method for recovering the monies owed over the remaining life of the contract(s). That method shall ensure that the Defaulting Party receives a payment each month through the end of the term of each contract which allows it to receive the monies which would have been due it under Sections 22.3(c) and (d) in total (to be recovered over the term of the contract(s) to replicate as closely as possible the payment streams under such contract(s)) provided that the discounting using the Present Value Rate referenced in Section 22.3 (b) shall not be reflected in determining the amounts to be recovered under this provision. Any disputes as to the methodology shall be resolved pursuant to the dispute resolution procedures in Section 34, with binding arbitration pursuant to Section 34.2 required for disputes as to the methodology if mediation is unsuccessful.
(ii) This Section 22.3(e) and the rights and obligations under it shall survive termination of any applicable transactions or agreements. (iii) The Party owed monies under this Section 22.3(e) shall have the right to request credit assurances consistent with Section 27 even after termination of any contract or transaction.
(iv) If the Party owing money defaults on its payment obligations consistent with Section 22.1(a) or defaults with regard to providing credit assurances consistent with Section 22.1(d), then the other .
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Party shall have the right (by written notice) at any time after the Party owing money defaults to require that Party to pay all monies owed under all of the contracts subject to this Section 22.3(e) within three Business Days of receipt of the written notice. The monies to be paid under this accelerated payment provision shall be the remaining amounts to be paid under the contract(s) reflecting a discount using the Present Value Rate from the date of the written notice.
(f) If the Defaulting Party disagrees with the calculation of the Termination Payment and the Parties cannot otherwise resolve their differences, the calculation issue shall be submitted to informal dispute resolution as provided in Section 34.1 of this Agreement and thereafter binding dispute resolution pursuant to Section 34.2 if the informal dispute resolution does not succeed in resolving the dispute. Pending resolution of the dispute, the Defaulting Party shall pay the full amount of the Termination Payment calculated by the Non-Defaulting Party within three (3) Business Days (except if the option under 22.3(e) has been invoked in which case the payment times in that provision would apply) of receipt of notice as set forth in Sections 22.3(c) and (d) subject to the Non-Defaulting Party refunding, with interest, pursuant to Section 9.4, any amounts determined to have been overpaid.
(g) For purposes of this Section 22.3:
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(i) "Gains" means the economic benefit (exclusive of Costs), if any, resulting from the termination of the Terminated Transactions, determined in a commercially reasonable manner as calculated in accordance with this Section 22.3;
(ii) "Losses" means the economic loss (exclusive of Costs), if any, resulting from the termination of the Terminated Transactions, determined in a commercially reasonable manner as calculated in accordance with this Section 22.3;
(iii) "Costs" means brokerage fees, commissions and other similar transaction costs and expenses reasonably incurred in terminating any specifically related arrangements which replace a Terminated Transaction, transmission and ancillary service costs associated with Terminated Transactions, and reasonable attorneys' fees, if any, incurred in connection with the Non-Defaulting Party enforcing its rights with regard to the Terminated Transactions. The NonDefaulting Party shall use reasonable efforts to mitigate or eliminate these Costs.
(iv) In no event, however, shall a Party's Gains, Losses or Costs include any penalties or similar charges imposed by the Non-Defaulting Party.
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22A. DEFAULT IN PAYMENT OF WSPP OPERATING COSTS:
22A.1 A Party shall be deemed to be in default in payment of its share of WSPP operating costs pursuant to Section 7 of this Agreement, if any, when payment is not received within ten (10) days after receipt of written notice. A default by any Party in such payment obligations shall be cured by payment of all overdue amounts together with interest accrued at the rate of one percent (1%) per month, or the maximum interest rate permitted by law, if any, whichever is less, prorated by days from the due date to the date the payment curing the default is made unless and until the Executive Committee shall determine another rate.
22A.2 A defaulting Party, which is in default under Section 22.A1, shall be liable for all costs, including costs of collection and reasonable attorney fees, plus interest as provided in Section 22.A1 hereof.
22A.3 The rights under this Agreement of a Party which is in default of its obligation to pay operating costs under this Agreement for a period of three (3) months or more may be revoked by a vote of the non-defaulting Parties' representatives on the Executive Committee consistent with Section 8.3. The defaulting Party's rights shall not be revoked, however, unless said Party has received at least thirty (30) days written notice of the non-defaulting Parties' intent to revoke such rights. Said notice shall state the date on which the revocation of rights shall become effective if the default is not cured and shall state all actions which must be taken or amounts which must be paid to cure the default. This provision allowing the non-defaulting Parties to revoke such rights is in addition to any other remedies provided in this Agreement or at law and shall in no way limit the non-defaulting Parties' ability to .
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seek judicial enforcement of the defaulting Party's obligations to pay its share of the operating costs under this Agreement. Upon the effective date of such revocation of rights, the defaulting party shall not be allowed to enter into any new transactions under this Agreement. The defaulting party under the Agreement and Confirmation(s) shall be required to carry out all obligations that existed prior to the effective date of such revocation. If a defaulting Party's rights under this Agreement have been revoked, the Executive Committee may restore that Party's rights upon the defaulting Party paying all amounts due and owing under this Agreement.
22A.4 Upon revocation of the rights of a defaulting Party under this Agreement, costs of the WSPP hereunder shall be equally shared among the remaining Parties. Cost allocation adjustments shall be retroactive to the date of the default. .
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23. OTHER AGREEMENTS:

No provision of this Agreement shall preclude any Party from entering into other agreements or conducting transactions under existing agreements with other Parties or third parties. This Agreement shall not be deemed to modify or change any rights or obligations under any prior contracts or agreements between or among any of the Parties. .
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24. GOVERNING LAW:

This Agreement and any Confirmation shall be governed by and construed in accordance with the laws of the State of Utah, without regard to the conflicts of laws rules thereof. The foregoing notwithstanding, (1) if both the Seller and Purchaser are organized under the laws of Canada, then the laws of the province of the Seller shall govern, or (2) if the Seller or Purchaser is an agency of or part of the United States Government, then the laws of the United States of America shall govern.
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25. JUDGMENTS AND DETERMINATIONS:

Whenever it is provided in this Agreement that a Party shall be the sole judge of whether, to what extent, or under what conditions it will provide a given service, its exercise of its judgment shall be final and not subject to challenge. Whenever it is provided that (i) a service under a given transaction may be curtailed under certain conditions or circumstances, the existence of which are determined by or in the judgment of a Party, or (ii) the existence of qualifications for membership shall be determined by the Executive Committee pursuant to Section 16, that Party's or the Executive Committee's determination or exercise of judgment shall be final and not subject to challenge if it is made in good faith and not made arbitrarily or capriciously.
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26. COMPLETE AGREEMENT:

This Agreement and the Confirmation(s), shall constitute the full and complete agreement of the Parties with respect to a transaction, except as provided under Section

32.4. .
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27. CREDITWORTHINESS:

Should a Party's creditworthiness, financial responsibility, or performance viability become unsatisfactory to the other Party in such other Party's reasonably exercised discretion with regard to any transaction pursuant to this Agreement and any Confirmation, the dissatisfied Party (the "First Party") may require the other Party (the "Second Party") to provide, at the Second Party's option (but subject to the First Party's acceptance based upon reasonably exercised discretion), either (1) the posting of a Letter of Credit, (2) a cash prepayment, (3) the posting of other acceptable collateral or security by the Second Party, (4) a Guarantee Agreement executed by a creditworthy entity; or (5) some other mutually agreeable method of satisfying the First Party. The Second Party’s obligations under this Section 27 shall be limited to a reasonable estimate of the damages to the First Party (consistent with Section 22.3 of this Agreement) if the Second Party were to fail to perform its obligations. Events which may trigger the First Party questioning the Second Party's creditworthiness, financial responsibility, or performance viability include, but are not limited to, the following:
(1) The First Party has knowledge that the Second Party (or its Guarantor if applicable) are failing to perform or defaulting under other contracts. (2) The Second Party has exceeded any credit or trading limit set out in any Confirmation or other agreement between the Parties.
(3) The Second Party or its Guarantor has debt which is rated as investment grade and that debt falls below the investment grade rating by at least one rating agency or is below investment grade and the rating of that debt is downgraded further by at least one rating agency.
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(4) Other material adverse changes in the Second Party's financial condition occur. (5) Substantial changes in market prices which materially and adversely impact the Second Party's ability to perform under this Agreement or any Confirmation occur.

If the Second Party fails to provide such reasonably satisfactory assurances of its ability to perform a transaction hereunder within three (3) Business Days of demand therefore, that will be considered an Event of Default under Section 22 of this Agreement and the First Party shall have the right to exercise any of the remedies provided for under that Section 22. Nothing contained in this Section 27 shall affect any credit agreement or arrangement, if any, between the Parties.
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28. NETTING:

28.1 Parties shall net payments (associated with transactions under this Agreement and Confirmation(s)) in accordance with Exhibit A, if such Parties have executed the form attached as Exhibit A. The Parties’ obligations to net shall include the netting of all payments received by the Parties in the same calendar month. Parties that have executed Exhibit A shall provide a signed copy of Exhibit A to a representative of the WSPP and to any Party that requests a copy and indicate on the WSPP Homepage that they have executed Exhibit A. If a Party indicated its election to net payments on the WSPP Homepage and that Party desires to withdraw its agreement to net, that Party shall provide at least 30 days notice on the WSPP Homepage of the change in its election to net and also shall provide, concurrent with its withdrawal notice, written notice to all Parties with which it has ongoing transactions or with which it has committed to future transactions under the Agreement at the time of the notice. Any such changes in netting status shall apply beginning at least 30 days after notice required by this Section 28.2 is provided and only shall apply to transactions agreed to beginning on or after the date the change in netting status becomes effective.

28.2 The Parties may by separate agreement either through a Confirmation or some other agreement set out specific terms relating to the implementation of the netting in addition to or in lieu of Exhibit A.

28.3 Each Party reserves to itself all rights, set offs, counterclaims, and other remedies and defenses (to the extent not expressly herein waived or denied) which such Party .
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has or may be entitled to arising from or out of this Agreement and any applicable Confirmation.
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29. TAXES:

The Contract Price for all transactions under this Agreement shall include full reimbursement for, and the Seller is liable for and shall pay, or cause to be paid, or reimburse the Purchaser for if the Purchaser has paid, all taxes applicable to a transaction that arise prior to the delivery point. If the Purchaser is required to remit such tax, the amount shall be deducted from any sums due to the Seller. The Seller shall indemnify, defend, and hold harmless the Purchaser from any claims for such taxes. The Contract Price does not include reimbursement for, and the Purchaser is liable for and shall pay, cause to be paid, or reimburse the Seller for if the Seller has paid, all taxes applicable to a transaction arising at and from the delivery point, including any taxes imposed or collected by a taxing authority with jurisdiction over the Purchaser. The Purchaser shall indemnify, defend, and hold harmless the Seller from any claims for such taxes. Either Party, upon written request of the other Party, shall provide a certificate of exemption or other reasonably satisfactory evidence of exemption if either Party is exempt from taxes, and shall use reasonable efforts to obtain and cooperate with the other Party in obtaining any exemption from or reduction of any tax. Taxes are any amounts imposed by a taxing authority associated with the transaction.
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30. CONFIDENTIALITY:

30.1 The terms of any transaction under this Agreement or any other information exchanged by the Purchaser and Seller relating to the transaction shall not be disclosed to any person not employed or retained by the Purchaser or the Seller or their affiliates, except to the extent disclosure is (1) required by law, (2) reasonably deemed by the disclosing Party to be required to be disclosed in connection with a dispute between or among the Parties, or the defense of any litigation or dispute, (3) otherwise permitted by consent of the other Party, which consent shall not be unreasonably withheld, (4) required to be made in connection with regulatory proceedings (including proceedings relating to FERC, the United States Securities and Exchange Commission or any other federal, state or provincial regulatory agency); (5) required to comply with North American Electric Reliability Organization, regional reliability council, or successor organization requirements; (6) necessary to obtain transmission service; or (7) to a developer of an index of electric power prices in accordance with Section 30.2. In the event disclosure is made pursuant to this provision, the Parties shall use reasonable efforts to minimize the scope of any disclosure and have the recipients maintain the confidentiality of any documents or confidential information covered by this provision, including, if appropriate, seeking a protective order or similar mechanism in connection with any disclosure. This provision shall not apply to any information that was or is hereafter in the public domain (except as a result of a breach of this provision).

30.2 A Party may disclose the terms of transactions under this Agreement, excluding the identities of parties, to any developer of any index of electric power prices without .
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violation of the confidentiality obligations under Section 30.1 if: (1) the disclosing Party and the index developer have entered into a written agreement, prior to the disclosure, under which the developer has agreed to use the information solely for the development of an index of electric power prices for publication and not for any other purpose; and (2) the index with respect to which disclosure is made is an aggregation of terms of transactions and does not identify terms of single transactions or the identities of parties to transactions. .
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31. TRANSMISSION TARIFF:

Pursuant to FERC Order No. 888, issued on April 24, 1996, and FERC orders where applicable, the WSPP Default Transmission Tariff has been filed and has become effective.

The Parties agree to be bound by the terms of that Tariff for so long as they are WSPP members.
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32. TRANSACTION SPECIFIC TERMS AND ORAL AGREEMENTS:

32.1 General

32.1.1 A Confirmation shall include, at a minimum, the Standard Confirmation Provisions. (See Exhibit C for a sample). Subject to the limitations in Section 32.2 (Standard Confirmation Provisions) and Section 32.3 (NonStandard Confirmation Provisions), the Confirmation shall be made in writing by a Documentary Writing or an Electronic Writing, or shall be an Electronic Platform Confirmation.

32.1.2 Pursuant to the provisions of this Section 32, the Parties to a transaction under this Agreement may agree to modify any term of this Agreement (other than provisions regarding the operation of the WSPP as an organization including Sections 7 and 8) which applies to such transaction, such agreement to be stated in a Confirmation or Confirmations.

32.1.3 Sections 32.2 and 32.3 shall not apply to an Electronic Platform Confirmation. Parties may amend an Electronic Platform Confirmation in accordance with the procedures, if any, of the applicable platform or exchange or in any other manner this Agreement permits. Each Electronic Platform Confirmation between WSPP members shall be subject to this Agreement, unless the transaction specified in the Electronic Platform Confirmation is subject to another agreement between the Parties other than a master Confirmation applicable to the Parties’ WSPP Confirmations.

32.2 Process For Confirming Standard Confirmation Provisions. .
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32.2.1 Confirmation of Standard Confirmation Provisions For Transactions of Less Than One Week in Duration.

Confirmation for Standard Confirmation Provisions applicable to transactions of less than one week in duration may be through:
(i) a Documentary Writing (including a Confirmation which is not executed by both Parties but which is binding under Section 32.2.3) or
(ii) an Electronic Writing.

Notwithstanding the foregoing sentence, with respect to a transaction of less than one week in duration as agreed in an Electronic Writing and that is to commence within one week of that agreement, a subsequent proposed confirming Documentary Writing under Section 32.2.3 shall not vary the terms of the Electronic Writing unless the Documentary Writing is executed by both Parties.

32.2.2 Standard Confirmation Provisions For Transactions of One Week or More in Duration.

Written confirmation shall be required for all Standard Confirmation Provisions for transactions of one week or more in duration. Such written confirmation may be made by a Documentary Writing executed by both Parties or a Documentary Writing not executed by both Parties but which is binding under Section 32.2.3.

32.2.3 Written Confirmation Process for Standard Confirmation Provisions. .
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The Seller shall provide a proposed Documentary Writing containing the proposed Standard Confirmation Provisions which must be received by the Purchaser within five Business Days of the date of the agreement to the transaction. The Purchaser shall have five Business Days from date of receipt to accept or propose modifications to the proposed Documentary Writing. If the Purchaser does not respond within that time period, the Seller’s proposed Documentary Writing shall be considered as accepted and shall be the final Confirmation. If the Seller fails to provide a proposed Documentary Writing within the five Business Days period, then, within the immediately subsequent five Business Days, the Purchaser may submit a proposed Documentary Writing to the Seller. The Seller shall then have five Business Days from date of receipt to accept or propose modifications to the proposed Documentary Writing. If the Seller does not respond within that time period, the Purchaser’s proposed Documentary Writing shall be considered as accepted and shall be the final Confirmation.

32.3 Process for Confirming Non-Standard Confirmation Provisions.

32.3.1 Non-Standard Confirmation Provisions for Transactions of Less Than One Week in Duration. Confirmation for Non-Standard Confirmation Provisions for a transaction of less than one week in duration only may be through: (i) an Electronic Writing; or (ii) in a Documentary Writing executed by both Parties.

32.3.2 Non-Standard Confirmation Provisions for Transactions of One Week or More in Duration. Confirmation for Non-Standard Confirmation .
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Provisions for transactions of one week or more only shall be through a Documentary Writing executed by both Parties.

32.3.3 WSPP Agreement is a Default Agreement.

If the Parties to a transaction (i) do not reach agreement on any proposed Non-Standard Confirmation Provision and (ii) do not confirm it under Section 32.3.1 or 32.3.2, as applicable, then the term or terms of the Agreement, which the Parties could not reach agreement to modify or change or which are not considered modified pursuant to this Section 32.3, shall apply to the transaction.

32.4 Prior Discussions And Statements

32.4.1 A Confirmation under Section 32.2 and/or 32.3, shall, together with this Agreement, be an integrated contract with respect to the transaction, shall supersede all discussions and negotiations with respect thereto, and are intended by the Parties as a final expression of their agreement with respect to such terms as are included therein and may not be contradicted by evidence of any prior agreement unless there is clear and convincing evidence of a mutual mistake in the Confirmation.

32.4.2 Notwithstanding any provision in this Agreement (including Sections

32.3.2 and 32.4.1), until the Confirmation has become final in accordance with Sections 32.2 and/or 32.3 for a transaction, any oral agreement or electronic communication establishing agreement of the Parties relating to such transaction shall remain valid and binding.
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32.5 The Parties agree not to contest, or assert any defense with respect to, the validity or enforceability of any agreement to the terms concerning a specific transaction, on the basis that documentation of such terms fails to comply with the requirements of any statute that agreements be written or signed. Each Party consents to the recording by the other Party, without any further notice, of telephone conversations between representatives of the Parties, which contain agreements to or discussion concerning the terms of a specific transaction. All such recordings may be introduced and admitted into evidence for the purpose of proving agreements to terms, and any objection to such introduction or admission for such purpose is hereby expressly waived.

32.6 In the event of a conflict between a binding and effective Confirmation and this Agreement, the Confirmation shall govern.

32.7 The Seller shall not be required to file any Confirmation with FERC except as provided in the Service Schedules.

32.8 Other Products and Service Levels: The Parties may apply this Agreement and make a Confirmation with respect to a product/service level defined under any other document or form of agreement (e.g., the California ISO tariff, the ERCOT agreement or the EEI agreement). The confirmation process set forth in Section

32.3 shall apply to any such Confirmation. Unless the Parties expressly state and agree that all the terms and conditions of such other agreement will apply to any such transaction consistent with Section 32.3, the transaction shall be subject to all the terms of this Agreement, except that (1) all service level/product definitions, (2) force majeure/uncontrollable force definitions, and (3) other terms as mutually .
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agreed shall have the meaning ascribed to them in the different agreement or in the applicable Confirmation.

32.9 Reserved.

32.10 The Parties may agree to modify terms of this Agreement for more than one transaction pursuant to a separate written agreement (a “master confirmation agreement”), which agreement shall be considered part of each Confirmation between the Parties and shall apply to all transactions entered into between the two Parties unless the Parties specifically agree to override such changes for a particular transaction consistent with the procedure in Section 32.2 or 32.3, whichever is applicable.
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33. PERFORMANCE, TITLE, AND WARRANTIES FOR TRANSACTIONS UNDER SERVICE SCHEDULES:

33.1 Performance

33.1.1 The Seller shall deliver to the delivery point(s) as agreed to in the applicable Confirmation and sell to the Purchaser in accordance with the terms of the Agreement and such Confirmation.

33.1.2 The Purchaser shall receive and purchase the Contract Quantity, as agreed to by the Parties in the applicable Confirmation, at the delivery point(s) and purchase from the Seller in accordance with the terms of the Agreement and such Confirmation.

33.2 Title and Risk of Loss
Title to and risk of loss of the electric energy shall pass from the Seller to the Purchaser at the delivery point agreed to in the Confirmation; provided, however, with regard to federal agencies or parts of the United States Government, title to and risk of loss shall pass to Purchaser to the extent permitted by and consistent with applicable law.

33.3 Warranties
The Seller warrants that it will transfer to the Purchaser good title to the electric energy sold under the Agreement and any Confirmation, free and clear of all liens, claims, and encumbrances arising or attaching prior to the delivery point and that Seller's sale is in compliance with all applicable laws and regulations.

THE SELLER HEREBY DISCLAIMS ALL OTHER WARRANTIES,
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EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
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34. DISPUTE RESOLUTION:

34.1 INFORMAL DISPUTE RESOLUTION
Before binding dispute resolution or any other form of litigation may proceed, any dispute between the Parties to a transaction under this Agreement first shall be referred to nonbinding mediation except for actions taken pursuant to Section 21.2. The Parties shall attempt to agree upon a mediator from a list of ten (10) candidates provided by the Chairman of the WSPP Operating Committee or his or her designee. If the Parties are unable to agree, then the Chairman or the designee shall appoint a mediator for the dispute. Neither the mediator nor the person involved on behalf of the WSPP in developing a list of mediators for the Parties to choose from or in selecting the mediator (if the Parties are unable to do so) shall possess a direct or indirect interest in either Party or the subject matter of the mediation. The WSPP shall establish procedures for the appointment of mediators and the conduct of mediation and those procedures shall apply to the mediation.

34.2 BINDING DISPUTE RESOLUTION
The Parties to a dispute may elect binding dispute resolution using the following process unless binding arbitration of certain disputes is required under this Agreement in which event the Parties shall use the process set forth in this Section 34.2 to resolve such disputes, unless the Parties otherwise agree:
(a) WSPP Dispute Resolution: A Party to a dispute (if binding dispute resolution is required) or all Parties to a dispute (if agreement of the Parties is required for binding dispute resolution) may initiate binding dispute .
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resolution under WSPP procedures by notifying the Chairman of the WSPP Operating Committee or his or her designee. The Chairman or his or her designee shall provide the Parties with a list of ten (10) eligible arbitrators.

Within ten (10) days of receiving the list, the Parties shall agree on a single arbitrator from the list to conduct the arbitration, or notify the Chairman of the Operating Committee or the designee of their inability to reach agreement. If notified of the Parties inability to reach agreement, then the Chairman or the designee shall choose the arbitrator from the list within five (5) days. Neither the arbitrator nor the person involved on behalf of the WSPP in developing a list of arbitrators for the Parties to choose from or in selecting the arbitrator (if the Parties are unable to do so) shall possess a direct or indirect interest in either Party or the subject matter of the arbitration. The Procedures to be used for this arbitration shall follow the arbitration procedures which shall be developed and maintained by the WSPP and the procedures will be generally consistent with the commercial arbitration rules of the American Arbitration Association though not involving the Association.

If the Parties agree to binding dispute resolution under this Section 34.2, each Party understands that it will not be able to bring a lawsuit concerning any dispute that may arise which is covered by this arbitration provision.

Notwithstanding the foregoing, nothing herein is intended to waive any provision of the Federal Arbitration Act, 9 U.S.C. § 1, et. seq., or any right under state statute .
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or common law to challenge an arbitration award or to prevent any action to enforce any arbitration award.

A Party's liability and damages under any arbitration award resulting from the process set forth in this Section 34.2 shall be limited as provided in this Agreement or in any Confirmation.

34.3 COSTS
Each Party shall be responsible for its own costs and those of its counsel and representatives. The Parties shall equally divide the costs of the arbitrator or mediator and the hearing.

34.4 CONFIDENTIALITY
Any arbitration or mediation under this Section 34 shall be conducted on a confidential basis and not disclosed, including any documents or results which shall be considered confidential, unless the Parties otherwise agree or such disclosure is required by law.
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35. FORWARD CONTRACTS:

The Parties acknowledge and agree that all transactions under the Agreement and Confirmation(s) are forward contracts and that the Parties are forward contract merchants, as those terms are used in the United States Bankruptcy Code. The Parties acknowledge and agree that all of their transactions, together with this Agreement and the related Confirmation(s) form a single, integrated agreement, and agreements and transactions are entered into in reliance on the fact that the agreements and each transaction form a single agreement between the Parties.
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36. TRADE OPTION EXEMPTION
The Parties intend that any Physically Settled Option under this Agreement shall qualify under the trade option exemption, 17 C.F.R. § 32.3. Accordingly, each Party buying or selling a Physically Settled Option agrees and warrants that any such option shall be offered only to a provider, user, or merchant and that the entities entering into the options are doing so solely for purposes related to their business. .
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37. ADDITIONAL REPRESENTATIONS AND WARRANTIES:

Each Party warrants and represents to the other(s) that it possesses the necessary corporate, governmental and legal authority, right and power to enter into and agree to the applicable Confirmation for a transaction or transactions and to perform each and every duty imposed, and that the Parties' agreement to buy and sell power under this Agreement and the Confirmation represents a contract. Each Party also warrants and represents to the other(s) that each of its representatives executing or agreeing through a Confirmation to a transaction under this Agreement is authorized to act on its behalf.

Each Party further warrants and represents that entering into this Agreement and any applicable Confirmation does not violate or conflict with its Charter, By-laws or comparable constituent document, any law applicable to it, any order or judgment of any court or other agency of government applicable to it or any agreement to which it is a party and that this Agreement and applicable Confirmation, constitute a legal, valid and binding obligation enforceable against such Party in accordance with the terms of such agreements.

Each Party also represents that it is solvent and that on each delivery this representation shall be deemed renewed unless notice to the contrary is given in writing by the Purchaser to the Seller before delivery.
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38. FLOATING PRICES:

38.1 In the event the Parties intend that the price for a transaction is to be based on an index, exchange or any other kind of variable reference price (such price being a “Floating Price”), the Parties shall specify the “Floating Price” to be used to calculate the amounts in a Confirmation due Seller for that transaction.

38.2 Market Disruption. If a Market Disruption Event has occurred and is continuing during the Determination Period, the Floating Price for the affected Trading Day shall be determined as follows. The Parties shall negotiate in good faith to agree on a Floating Price (or a method for determining a Floating Price) for the affected Trading Day. If the Parties have not so agreed on or before the twelfth Business Day following the first Trading Day on which the Market Disruption Event occurred or existed, then the Floating Price shall be determined in good faith by the Parties based upon (1) quotes from Dealers in energy contracts; and/or (2) quotes from Brokers in energy contracts. Each Party may obtain up to a maximum of four quotes which must be provided to the other Party no later than twenty-two Business Days following the first Business Day on which the Market Disruption Event occurred or existed. These quotes shall reflect transacted prices. The Floating Price for the affected Trading Day shall equal a simple average of the quotes obtained and provided by the Parties consistent with the provisions of this Section 38. Each Party providing quote(s) to the other Party also shall identify to that other Party the Dealer(s) and/or the Broker(s) who provided each of the quotes to allow verification.
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“Determination Period” means each calendar month during the term of the relevant transaction; provided that if the term of the transaction is less than one calendar month the Determination Period shall be the term of the transaction. “Market Disruption Event” means, with respect to an index, any of the following events (the existence of which shall be determined in good faith by the Parties): (a) the failure of the index to announce or publish information necessary for determining the Floating Price; (b) the failure of trading to commence or the permanent discontinuation or material suspension of trading in the relevant options contract or commodity on the exchange or market acting as the index; (c) the temporary or permanent discontinuance or unavailability of the index; (d) the temporary or permanent closing of any exchange acting as the index; or (e) a material change in the formula for or the method of determining the Floating Price. “Trading Day” means a day in respect of which the relevant price source published the relevant price or would have published the relevant price but for the Market Disruption Event.

38.3 Calculation of Floating Price. For the purposes of the calculation of a Floating Price, all numbers shall be rounded to three (3) decimal places. If the fourth (4th) decimal number is five (5) or greater, then the third (3rd) decimal number shall be increased by one (1), and if the fourth (4th) decimal number is less than five (5), then the third (3rd) decimal number shall remain unchanged.

38.4 Corrections. For the purposes of determining the relevant prices for any day, if the price published or announced on a given day and used or to be used to determine the relevant price is subsequently corrected and the correction is published or announced by the person responsible for that publication or announcement, either .
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Party may notify the other Party of (i) that correction and (ii) the amount (if any) that is payable as a result of that correction. If a Party gives notice that an amount is so payable, the Party that originally either received or retained such amount will pay such amount consistent with the provisions of this Section 38.4. The amount that is payable as a result of the correction shall be included in the billing cycle in which the notice of the correction is provided.
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39. AMENDMENT:

39.1 This Agreement may be amended upon the submission to FERC and acceptance by FERC of that amendment. The effective date of the amendment shall be the date on which FERC allows the amendment to become effective; provided, however, if the FERC orders a hearing on a filing under Section 205 of the Federal Power Act proposing an amendment to this Agreement, the amendment as it may be revised by the FERC shall not become effective until the FERC issues its final order (i.e. its order on rehearing before any judicial review) on the amendment. The Parties through the Executive Committee shall direct the filing of any amendments. The Parties to this Agreement agree to bound by this Agreement as it may be amended, provided that the Parties possess the right to challenge any amendments at FERC and to exercise any applicable withdrawal rights under this Agreement.

39.2 Unless otherwise stated in the amendment, all amendments shall apply only to new transactions entered into or agreed to on or after the effective date of the amendment. Preexisting agreements and transactions shall operate under the version of the WSPP Agreement effective at the time of the agreement for the transaction unless the Parties to a transaction or transactions mutually agree otherwise.

39.3 An agreement modifying this Agreement or a Confirmation for a transaction needs no consideration to be binding.
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40. EXECUTION BY COUNTERPARTS:

This Agreement may be executed in any number of counterparts, and upon execution by all Parties, each executed counterpart shall have the same force and effect as an original instrument and as if all Parties 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 signatures thereon, and may be attached to another counterpart of this Agreement identical in form hereto but having attached to it one or more signature pages.
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41. WITNESS:

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representative as of the 27th day of July, 1991 (or as of the date of execution of this Agreement by each Party's duly authorized representation, in the case of any Party that becomes a signatory to this Agreement subsequent to July 27, 1991).

By:________________________________
Name of signing official:

Title:

Name of Member:

Date:
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EXHIBIT A

NETTING
Each Party that executes this Exhibit A to the Agreement agrees to net payments for transactions under the WSPP Agreement and the applicable Confirmation(s) with any other Party or Parties which also have agreed to net payments by executing a copy of this Exhibit A. The Party executing this Exhibit A shall indicate below when it desires that its agreement to net becomes effective. A Party agreeing to net under this Exhibit A shall comply with the provisions of Section 28.2 of the Agreement. Defined terms used herein are as defined in the WSPP Agreement. Netting shall be done in accordance with the following provision:

If the Purchaser and Seller are each required to pay an amount on the payment due date in the same month for transactions under the Agreement and Confirmation(s), then such amounts with respect to each Party will be aggregated and the Parties will discharge their obligations to pay through netting, in which case the Party owing the greater aggregate amount will pay to the other party the difference between the amounts owed consistent with the payment times in Section 9.2 of the Agreement, unless the Parties have otherwise agreed to a different payment time as allowed by the Agreement. Each Party reserves to itself all rights, set-offs, counterclaims and other remedies and/or defenses to which it is or may be entitled, arising from or out of the Agreement. All outstanding payments between the Parties which are to be netted pursuant to this Exhibit A for transactions under WSPP Agreement and the applicable Confirmation(s) shall be offset against each other or set off or recouped therefrom.
__________________________________ __________________________ Name of Authorized Representative Effective Date for Netting __________________________________
Name of WSPP Member
__________________________________ __________________________ Signature of Authorized Date of Execution
Representative
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[WSPP SAMPLE FORM – PARTIES ARE FREE TO USE THIS OR DISREGARD IT.]

EXHIBIT B

FORM OF COUNTERPARTY GUARANTEE AGREEMENT
This Guarantee Agreement (this “Guarantee”), dated, as of [__________], 199[__], is made and entered into by [_____________], a [__________] corporation (“Guarantor”).

WITNESSETH:

WHEREAS, [___________________] (the “Company”) may enter into transactions involving power sales under the WSPP Agreement (“WSPP Agreement”) and related Confirmation(s)1 (collectively “Agreements”) with [Company Name] (“Guaranteed Party”); and WHEREAS, Guarantor will directly or indirectly benefit from the Agreements.

NOW THEREFORE, in consideration of the Guaranteed Party agreeing to conduct business with Company, Guarantor hereby covenants and agrees as follows:

1. GUARANTY. Subject to the provisions hereof, Guarantor hereby irrevocably and unconditionally guarantees the timely payment when due of the obligations of Company (the “Obligations”) to the Guaranteed Party in accordance with the Agreements. If Company fails to pay any Obligations, Guarantor shall promptly pay to the Guaranteed Party no later than the next Business Day (as defined in the WSPP Agreement), after notification, the amount due in the same currency and manner provided for in the Agreements. This Guarantee shall constitute a guarantee of payment and not of collection. Guarantor shall have no right of subrogation with respect to any payments it makes under this Guarantee until all of the Obligations of Company to the Guaranteed Party are paid in full. The liability of Guarantor under the Guarantee shall be subject to the following:
(a) Guarantor’s liability hereunder shall be and is specifically limited to payments expressly required to be made in accordance with the Agreements (even if such payments are deemed to be damages) and, except to the extent specifically provided in the Agreements, in no event shall Guarantor be subject hereunder to consequential, exemplary, equitable, loss of profits, punitive, tort, or any other even if such fees together with the payments exceed the cap in Section 1(b), damages, costs, except that Guarantor shall be required to pay reasonable attorney fees.
(b) The aggregate liability of the Guarantor shall not exceed [_____] Million U.S. Dollars [___________].

2. DEMANDS AND NOTICE. If Company fails or refuses to pay any Obligations, the Guaranteed Party may make a demand upon Guarantor (hereinafter referred to as a “Payment 1 .
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Demand”). A Payment Demand shall be in writing and shall reasonably and briefly specify in what manner and what amount Company has failed to pay and an explanation of why such payment is due, with a specific statement that the Guaranteed Party is calling upon Guarantor to pay under this Guarantee. A Payment Demand satisfying the foregoing requirements shall be deemed sufficient notice to Guarantor that it must pay the Obligations. A single written Payment Demand shall be effective as to any specific default during the continuance of such default, until Company or Guarantor has cured such default, and additional Payment Demands concerning such default shall not be required until such default is cured.

3. REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants that:
(a) it is a corporation duly organized and validly existing under the laws of the State of [_____________] and has the corporate power and authority to execute, deliver and carry out the terms and provisions of this Guarantee;
(b) no authorization, approval, consent or order of, or registration or filing with, any court or other governmental body having jurisdiction over Guarantor is required on the part of Guarantor for the execution and delivery of this Guarantee; and (c) this Guarantee constitutes a valid and legally binding agreement of Guarantor enforceable against Guarantor in accordance with its terms, except as the enforceability of this Guarantee may be limited by the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity.

4. EFFECT OF BANKRUPTCY BY COMPANY. The Guarantor’s obligation to pay under this Guarantee shall not be affected in any way by the institution with respect to the Company of a bankruptcy, reorganization, moratorium or similar insolvency proceeding or other relief under any bankruptcy or insolvency law affecting creditor’s rights or a petition for the Company’s winding-up or liquidation.

5. AMENDMENT. No term or provision of this Guarantee shall be amended, modified, altered, waived, or supplemented except in a writing signed by the Guarantor and Guaranteed Party hereto.

6. WAIVERS. Guarantor hereby waives (a) notice of acceptance of this Guarantee; (b) presentment and demand concerning the liabilities of Guarantor, except as expressly hereinabove set forth; and (c) any right to require that any action or proceeding be brought against Company or any other person, or except as expressly hereinabove set forth, to require that the Guaranteed Party seek enforcement of any performance against Company or any other person, prior to any action against Guarantor under the terms hereof.

Except as to applicable statutes of limitation, no delay of the Guaranteed Party in the exercise of, or failure to exercise, any rights hereunder shall operate as a waiver of such rights, a waiver of any other rights or a release of Guarantor from any obligations hereunder. .
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Guarantor consents to the renewal, compromise, extension, acceleration or other changes in the time of payment of or other changes in the terms of the Obligations, or any part thereof or any changes or modifications to the terms of the Agreements.

Guarantor may terminate this Guarantee by providing written notice of such termination to the Guaranteed Party and upon the effectiveness of such termination, Guarantor shall have no further liability hereunder, except as provided in the last sentence of this paragraph. No such termination shall be effective until fifteen (15) Business Days after receipt by the Guaranteed Party of such termination notice. No such termination shall affect Guarantor’s liability with respect to any obligations arising under any transaction entered into prior to the time the termination is effective, which transaction shall remain guaranteed pursuant to the terms of this Guarantee.

7. ASSIGNMENT. The Guarantor shall not assign this Guarantee without the express written consent of the Guaranteed Party. The Guaranteed Party shall be entitled to assign its rights under this Agreement in its sole discretion.
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8. NOTICE. Any Payment Demand, to the Guaranteed Party or the Guarantor notice, request, instruction, correspondence or other document to be given hereunder by any party to another (herein collectively called “Notice”) shall be in writing and delivered personally or mailed by certified mail, postage prepaid and return receipt requested, or by telegram or telecopier, as follows:

To [Name of Guaranteed Party] ____________________________ ____________________________
____________________________
Attn: _______________________
Fax No.: (___) ________________
To Guarantor: ____________________________
____________________________
____________________________
Attn: _______________________
Fax No.: (___) ________________
Notice given by personal delivery or mail shall be effective upon actual receipt. Notice given by telegram or telecopier shall be effective upon actual receipt if received during the recipient’s normal business hours, or at the beginning of the recipient’s next business day after receipt if not received during the recipient’s normal business hours. All Notices by telegram or telecopier shall be confirmed promptly after transmission in writing by certified mail or personal delivery. Any party may change any address to which Notice is to be given to it by giving notice as provided above of such change of address.

8. MISCELLANEOUS. THIS GUARANTEE SHALL IN ALL RESPECTS BE

GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF [State], WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS. This Guarantee shall be binding upon Guarantor, its successors and assigns and inure to the benefit of and be enforceable by the Guaranteed Party, its successors and assigns. The Guarantee embodies the entire agreement and understanding between Guarantor and the Guaranteed Party and supersedes all prior agreements and understandings relating to the subject matter hereof. The headings in this Guarantee are for purposes of reference only, and shall not affect the meaning hereof. This Guarantee may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument.

EXECUTED as of the day and year first above written.
[___________________________]
By: ________________________
Name: ______________________
Title: _______________________
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EXHIBIT C

SAMPLE FORM FOR CONFIRMATION

1. Transaction Specific Agreements
The undersigned Parties agree to sell and purchase electric energy, or a PhysicallySettled Option, pursuant to the WSPP Agreement as it is supplemented and modified below:
(a) Seller: __________________________________
(b) Purchaser: __________________________________
(c) Period of Delivery: From __\__\__ To __\__\__
(d) Schedule (Days and Hours): __________________
(e) Delivery Rate:________________________________
(f) Delivery Point(s): __________________________
(g) Type of Service (Check as Applicable)
Service Schedule A _________
Service Schedule B _________
Service Schedule C _________
Physically-Settled Option Service Schedule B ______
Physically-Settled Option Service Schedule C ______
Other products per Section 32.6 _________________ [Describe Product] (h) Contract Quantity: ________ Total MWhrs.
(i) Contract or Strike Price: _____________________
(j) Transmission Path for the Transaction (If Applicable):
(k) Date of Agreement if different: _____________
(l) Additional Information for Physically-Settled Options (i) Option Type: Put __________ Call______________
(ii) Option Style: __________
(iii) Exercise Date or Period: __________
(iv) Premium: __________
(v) Premium Payment Date: _________
(vi) Method for providing notice of exercise ________________________ (m) Special Terms and Exceptions:

See Attachment A
[Special Terms and Exceptions shall be shown on an Attachment to this Confirmation.] ___________________________ ___________________________ Name of Trader for Purchaser Name of Trader for Seller
___________________________ ___________________________ Authorized Signature Authorized Signature
for Purchaser for Seller
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___________________________ ___________________________ Date Date
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EXHIBIT D

WSPP MEDIATION AND ARBITRATION PROCEDURES
I. MEDIATION
A. Informal Mediation. WSPP members with a dispute or a potential dispute involving transactions under the WSPP Agreement may request non-binding, informal mediation by contacting the WSPP’s General Counsel and by providing a brief explanation in writing of the dispute and the remedy being sought. All parties to the dispute must request this Informal Mediation for it to become effective. After this contact, a telephonic conference call will be arranged among the affected WSPP members and the WSPP’s General Counsel, the Chairman of the Operating Committee, and/or some other independent and knowledgeable person requested by the Chairman of the Operating Committee to participate. The purpose of the conference call will be to discuss the issues and to have an independent person or persons state their views. Best efforts will be made to set up this conference call within five Business Days after the WSPP’s General Counsel is contacted subject to accommodating the schedules of all involved. This Informal Mediation shall be considered as satisfying the Mediation requirements of Section 34.1 of the WSPP Agreement.

B. Initiating Formal Mediation. A WSPP member which believes that it possesses a claim against another WSPP member relating to a WSPP transaction, which is unable to resolve the dispute through agreement with the other member to the transaction, and which desires to pursue that claim shall initiate non-binding formal mediation pursuant to Section 34.1 of the WSPP Agreement. The member .
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initiating such mediation shall do so by Serving written notice to the Chairman of the WSPP Operating Committee, the WSPP’s General Counsel, and the other members against which the claim is directed. Such notice shall state the nature of the dispute, the remedy sought, and support the claim.

C. Response to Document Initiating Formal Mediation. Within eight days, the member or members against which the claim is directed may provide a response to the notice which shall be Served on the member which initiated the Mediation, the Chairman of the WSPP’s Operating Committee, and the WSPP’s General Counsel.

D. Choosing the Mediator. The Mediator shall be chosen in accordance with the procedures set forth in Section 34.1 of the WSPP Agreement. Each Party may suggest persons to be included on the list of Mediators to be presented to the Parties provided that these suggested persons shall be provided to the WSPP Representative together with relevant personal histories within two Business Days of the date by which time the list of Mediators is to be sent out. The WSPP Representative shall allow at least one person suggested by each Party to be added to the list of Mediators. A brief personal history of each person on the list of potential mediators shall be provided to the Parties, with that history showing the person’s employment over the last five years and any other relevant facts. The WSPP Representative shall provide the Parties with the list of Mediators within five days of receipt of notice of the dispute. The Parties then shall have five days in which to reach agreement on a Mediator or inform the WSPP Representative that they were unable to reach agreement in which event the WSPP Representative shall appoint the Mediator consistent with Section 34.1 of the WSPP Agreement. Upon .
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request of the Parties for expedition, the WSPP Representative shall use best efforts to expedite this process.

E. Location for the Formal Mediation. The Parties shall agree on a location for the Mediation. If the Parties fail to reach agreement, then the WSPP Representative shall set the location which shall be convenient for the Parties and the Mediator.

F. Time for the Formal Mediation. The Parties shall agree on the time for the Mediation after consultation with the Mediator if one has been appointed. If the Parties fail to reach agreement, then the WSPP Representative shall set the time which shall not be more than twenty-one days after the notice initiating the Mediation is received after consultation with the Parties and any Mediator.

G. Conduct of the Formal Mediation. The Mediator shall have the ability to conduct the Mediation in any manner which the Mediator believes is appropriate to facilitate resolution of the dispute. Each Party shall have at least one representative with the authority to settle the dispute present at the Mediation. The Mediation shall be private and confidential and the Mediator shall have the authority to exclude any person not directly involved unless the Parties agree otherwise in writing. At the Mediation, each Party shall have the right to make a brief presentation of its case and to question the other Party. Each Party also may be represented by counsel.

H. Replacement of the Mediator. If the Mediator resigns, withdraws or is no longer able to serve, then the Parties shall have two Business Days in which to agree on a new Mediator. If the Parties are unable to agree within such time, the WSPP Representative shall appoint a replacement Mediator from the list used to select the first Mediator within two Business Days after being notified that the Parties are .
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unable to agree. The dates and deadlines in this section may require modification if the mediator is replaced. Any extensions shall be as limited as possible.

II. ARBITRATION
A. Initiating Arbitration. A WSPP member which initiates Arbitration pursuant to Section 34.2 of the WSPP Agreement shall do so by Serving the Chairman of the WSPP Operating Committee, the WSPP General Counsel and the members against which the claim is directed with written notice of its demand for arbitration. Such notice shall state the nature of the dispute, the remedy sought, and support the claim.

B. Response. Within ten days of receipt of the notice, any member or members against which the claim is directed may provide a response to the notice. Such response must include any counterclaims which the member believes are appropriate. If a counterclaim is submitted, then the member which submitted the notice may respond to the counterclaim within ten days of receipt. All such responses shall be Served on the Parties, the Chairman of the WSPP Operating Committee, and the WSPP General Counsel.

C. Choosing the Arbitrator. The Arbitrator shall be chosen in accordance with the procedures set forth in Section 34.2 of the WSPP Agreement. Each Party may suggest persons to be included on the list of Arbitrators to be presented to the Parties provided that these suggested persons are provided to the WSPP Representative together with relevant personal histories within two business days of the date by which time the list of Arbitrators is to be sent out. The WSPP Representative shall allow at least one person suggested by each Party to be added to the list of potential Arbitrators. A brief personal history of each person on the list of potential .
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Arbitrators shall be provided to the Parties, with that history showing the person’s employment over the last five years and any other relevant facts. The WSPP Representative shall provide the Parties with the list of Arbitrators within seven days of receipt of notice of the request for Arbitration. The Parties then shall have ten days in which to reach agreement on the Arbitrator or to inform the WSPP Representative that they were unable to reach agreement in which event the WSPP Representative shall appoint the Arbitrator consistent with Section 34.2 of the Agreement. Upon request of the Parties for expedition, the WSPP Representative shall use best efforts to cause this process to be expedited.

D. Location for the Arbitration. The Parties shall agree on a location for the Arbitration. If the Parties fail to reach agreement, then the WSPP Representative shall set the location which shall be convenient for the Parties and the Arbitrator.

E. Time for the Arbitration. The Parties shall agree on the time for the Arbitration and coordinate that time with the Arbitrator if one has been agreed to or appointed.

If the Parties fail to reach agreement, then the WSPP Representative shall set the time which shall not be more than 60 days after the notice is received. The WSPP Representative shall set a time after consultation with the Parties and the Arbitrator to check their schedules.

F. Discovery. After appointment of the Arbitrator, each Party shall be entitled to obtain relevant documents from the other Parties and to take depositions. Each Party shall respond to such a document request within seven days of receipt of the request and make its employees or consultants available for depositions to the extent that the employee or consultant possesses knowledge and information .
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relevant to the dispute. Each Party shall disclose documents that are confidential or commercially sensitive subject to a reasonable protective order. Any disputes concerning discovery shall be promptly referred to the Arbitrator who shall have authority to resolve such disputes, including the authority to require attendance of witnesses at depositions. The Federal Rules of Civil Procedure shall apply to discovery under these procedures.

G. Conduct of Arbitration if the Parties Agree to Waive an Oral Hearing. If the Parties agree to waive an oral hearing, then the Parties shall Serve Initial Briefs no later than 35 days after the notice is received or notify the Arbitrator that they do not wish to submit any additional documents. Parties shall Serve any Reply Briefs no later than ten days after the date for Service of Initial Briefs.

H. Conduct of the Arbitration Hearing. No later than fifteen days before any hearing, any Party may Serve an Initial Brief or notify the Arbitrator that they do not wish to submit any additional documents. A Party shall Serve any Reply Brief no later than five Business Days before any hearing. The Arbitrator shall preside over any hearing and rule on all objections including objections as to the admissibility of evidence or whether the questioning is proper. All testimony shall be submitted under oath. The Arbitrator is not bound to follow any particular rules governing the conduct of the proceeding. The Arbitrator may rely on legal advice provided through the WSPP. The Arbitrator may require any person employed by a Party to attend and testify at the hearing. Each Party shall possess the right to present evidence, including witnesses, and to cross-examine other Parties’ witnesses. The Arbitration shall be private and the Arbitrator shall have the .
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authority to exclude any person not directly involved unless the Parties otherwise agree. Each Party may be represented by counsel. A stenographic record of the Arbitration shall be kept.

I. Decision. Within ten Business Days after the end of the Arbitration hearing, the Arbitrator shall issue his award in writing. If the Parties waived the right to an oral hearing, then the Arbitrator shall issue the award within ten Business Days of the last date Briefs were to be submitted. The Arbitrator is not limited in the remedies he may order so long as any arbitration award is consistent with the provisions and limitations of the WSPP Agreement and any applicable Confirmation with respect to the liability and damages of any Party; provided, however, upon agreement of the Parties to the dispute, the Arbitrator’s choice of remedies may be limited.

J. Replacement of the Arbitrator. If the Arbitrator resigns, withdraws, or is no longer able to serve then the Parties shall have two Business Days in which to agree on a new Arbitrator. If the Parties are unable to agree within such time, the WSPP Representative shall appoint a replacement Arbitrator from the list used to select the first Arbitrator within two Business Days after being notified that the Parties are unable to agree. The dates and deadlines in this section may require modification if the mediator is replaced. Any extensions shall be as limited as possible.

III. MISCELLANEOUS
A. Confidentiality. Any Arbitration or Mediation shall be confidential as provided in Section 34.4 of the WSPP Agreement.
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B. Costs. Costs shall be borne by Parties as provided in Section 34.3 of the WSPP Agreement.

C. Restrictions on Lawsuits. Each Party shall be subject to the restrictions provided in Section 34.2 of the WSPP Agreement.

D. Attorney-Client/Attorney Workproduct. The Arbitrator or Mediator shall not take any action which would result in disclosure of information in violation of the attorney-client privilege or attorney workproduct doctrine.

IV. DEFINITIONS
A. Arbitrator or Arbitration. The Arbitrator appointed pursuant to these procedures and Section 34.2 of the WSPP Agreement and the Arbitration pursuant to these procedures and the WSPP Agreement.

B. Initial or Reply Briefs. Written documents submitted by the Parties to support their positions and respond to each others positions. Such documents shall be limited to 25 pages.

C. Business Days. Defined as in the WSPP Agreement.

D. Mediator or Mediation. The Mediator appointed pursuant to these procedures and Section 34.1 of the WSPP Agreement and the Mediation pursuant to these procedures and the WSPP Agreement.

E. Parties. The WSPP members involved in the Mediation or Arbitration which have a direct interest in the dispute.

F. Service, Serving, or Served. The method of service shall be by fax, unless impracticable because of the size of the document. In all events, the document should be delivered to the Party by overnight mail. Parties also should attempt to .
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send the document out by email if possible. Service will be accomplished to a Party if sent to the Party’s contact person for the disputed transaction. If there are multiple contact persons for one Party, service to one such person shall suffice.

Service shall be to those individuals or entities specified in this procedures, but must include service to the Parties, the Mediator or Arbitrator (if either has been appointed), and to the WSPP General Counsel.

G. WSPP Representative. The Chairman of the WSPP Operating Committee or his or her designee for the purposes of the Arbitration or Mediation. .
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SERVICE SCHEDULE A

ECONOMY ENERGY SERVICE
A-1 PARTIES:

This Service Schedule is agreed upon as a part of this Agreement by the Parties.

A-2 PURPOSE:

The purpose of this Service Schedule is to define additional specific procedures, terms and conditions for requesting and providing Economy Energy Service.

A-3 TERMS:

A-3.1 A Party may schedule Economy Energy Service from another Party by mutual agreement; provided, however, that each Party shall be the sole judge as to the extent to and the conditions under which it is willing to provide or receive such service hereunder consistent with statutory requirements and contractual commitments including the Agreement and any applicable Confirmation.

A-3.2 Scheduling of Economy Energy Service hereunder shall be a responsibility of the Parties involved.

A-3.3 Each Seller/Purchaser may prepare a daily estimate of the amount of Economy Energy Service that it is willing and able to sell/buy each hour and the associated hourly sale/purchase price for the next Business Day, plus the weekend and holidays, and communicate this information to all other Parties via the Hub.

A-3.4 Purchasers shall arrange purchases directly with Sellers, and shall be responsible for transmission arrangements.

A-3.5 Unless otherwise mutually agreed between the Purchaser and the Seller, all Economy Energy Service transactions shall be pre-scheduled, and billings shall be based on .
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amounts and prices agreed to in advance by schedulers, subject to Paragraphs A-3.6 and 3.7 and subject to change by mutual agreement between dispatchers or schedulers due to system changes.

A-3.6 The price for Economy Energy Service shall be mutually agreed to in advance between Seller and Purchaser and shall not be subject to the rate caps specified in Section A-3.7 in either of the following two circumstances:
(1) where the Seller is a FERC regulated public utility and that Seller has been authorized to sell power like that provided for under this Service Schedule at market-based rates; or
(2) where the Seller is not a FERC regulated public utility.

A Party is a FERC regulated public utility if it is a "public utility" as defined in Section 201(e) of the Federal Power Act, 16 U.S.C. § 824(e).

A-3.7 Except as provided for in Section A-3.6, the price shall not exceed the Seller's forecasted Incremental Cost plus up to: $7.32/kW/ month; $1.68/kW/week;

33.78¢/kW/day; 14.07 mills/kWh; or 21.11 mills/kWh for service of sixteen (16) hours or less per day. The hourly rate is capped at the Seller's forecasted Incremental Cost plus 33.78¢/kW/ day. The total demand charge revenues in any consecutive seven-day period shall not exceed the product of the weekly rate and the highest demand experienced on any day in the seven-day period. In lieu of payment, such Parties may mutually agree to exchange economy energy at a ratio not to exceed that ratio provided for in Section C-3.6 of Service Schedule C. The Seller's forecasted Incremental Cost discussed above also may include any transmission and/or ancillary service costs associated with the sale, including the cost of any transmission and/or .
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ancillary services that the Seller must take on its own system. Any such transmission and/or ancillary services charges shall be separately identified by the Seller to the Purchaser for transactions under this Schedule including the exchange of economy energy. The transmission and ancillary service rate ceilings shall be available through the WSPP's Hub or homepage. Any such transmission services (and ancillary service provided in conjunction with such transmission service) by Seller shall be provided pursuant to any applicable transmission tariff or agreement, and the rates therefore shall be consistent with such tariff or agreement. The foregoing hourly rate caps (i) are subject to the submission of cost justification by the applicable Seller to the FERC, and acceptance by FERC thereof, under Western Systems Power Pool, 122 FERC ¶ 61,139 (2008), or (ii) are inapplicable, in the event that the Seller has filed with FERC, and FERC has accepted, a rate schedule applicable solely to such Seller, which rate schedule has been, upon the request of the applicable Seller, incorporated into this Agreement at Schedule “Q” hereof (such incorporation to occur upon Seller’s request without approval of the WSPP Executive Committee).

A-3.8 Unless otherwise agreed, the Purchaser shall be responsible for maintaining operating reserve requirements as back-up for Economy Energy Service purchased and the Seller shall not be required to maintain such operating reserve.

A-3.9 Each Party that is a FERC regulated public utility as defined in A-3.6 shall file the Confirmation with FERC for each transaction under this Service Schedule with a term in excess of one year no later than 30 days after service begins if that Party would have been required to file such Confirmation or similar agreements with FERC under an applicable FERC accepted market based rate schedule. .
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SERVICE SCHEDULE B

UNIT COMMITMENT SERVICE
B-1 PARTIES:

This Service Schedule is agreed upon as part of this Agreement by the Parties.

B-2 PURPOSE:

The purpose of this Service Schedule is to define additional specific procedures, terms, and conditions for requesting and providing Unit Commitment Service.

B-3 TERMS:

B-3.1 A Party may schedule Unit Commitment Service from another Party by mutual agreement; provided, however, that each Party shall be the sole judge as to the extent to and the conditions under which it is willing to provide or receive such service hereunder consistent with statutory requirements and contractual commitments including the Agreement and any applicable Confirmation. Once an agreement is reached, then the obligation for Unit Commitment Service becomes a firm commitment, for both Parties, for the agreed capacity and terms.

B-3.2 Unless otherwise mutually agreed by the Parties involved in a Unit Commitment Service transaction, the terms set forth in this Service Schedule B shall govern such transaction.

B-3.3 Unless otherwise agreed between the Purchaser and the Seller, all transactions shall be prescheduled, subject to any conditions agreed to by schedulers, for a specified unit for a specified period of time.

B-3.4 Purchasers shall arrange purchases directly with Sellers.

B-3.5 The price for Unit Commitment Service shall be mutually agreed to in advance between Seller and Purchaser and shall not be subject to the rate caps specified in .
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Section B-3.6 in either of the following two circumstances:
(1) where the Seller is a FERC regulated public utility and that Seller has been authorized to sell power like that provided for under this Service Schedule at market-based rates; or
(2) where the Seller is not a FERC regulated public utility.

A Party is a FERC regulated public utility if it is a "public utility" as defined in Section 201(e) of the Federal Power Act, 16 U.S.C. § 824(e).

B-3.6 Except as provided for in Section B-3.5, the price shall not exceed the Seller's forecasted Incremental Cost plus up to: $7.32/kW/month; $1.68/kW/week;

33.78¢/kW/day; 14.07 mills/kWh; or 21.11 mills/kWh for service of sixteen (16) hours or less per day. The hourly rate is capped at the Seller's forecasted Incremental Cost plus 33.78¢/kW/day. The total demand charge revenues in any consecutive seven-day period shall not exceed the product of the weekly rate and the highest demand experienced on any day in the seven-day period. The Seller's forecasted Incremental Cost discussed above also may include any transmission and/or ancillary service costs associated with the sale, including the cost of any transmission and/or ancillary services that the Seller must take on its own system. Any such transmission and/or ancillary service charges shall be separately identified by the Seller to the Purchaser. The transmission and ancillary service rate ceilings shall be available through the WSPP's Hub or homepage. The foregoing hourly rate caps (i) are subject to the submission of cost justification by the applicable Seller to the FERC, and acceptance by FERC thereof, under Western Systems Power Pool, 122 FERC ¶ 61,139 (2008), or (ii) are inapplicable, in the event that the Seller has filed with FERC, .
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and FERC has accepted, a rate schedule applicable solely to such Seller, which rate schedule has been, upon the request of the applicable Seller, incorporated into this Agreement at Schedule “Q” hereof (such incorporation to occur upon Seller’s request without approval of the WSPP Executive Committee).

B-3.7 Start-up costs and no-load costs if included by the Seller shall be stated separately in the price.

B-3.8 Energy schedules for the Purchaser's share of a unit may be modified by the Purchaser with not less than a thirty (30) minute notice before the hour in which the change is to take place, unless otherwise mutually agreed or unforeseen system operating conditions occur.

B-3.9 Unit Commitment Service is intended to have assured availability; however, scheduled energy deliveries may be interrupted or curtailed as follows:
(a) By the Seller by giving proper recall notice to the Purchaser if the Seller and the Purchaser have mutually agreed to recall provisions, (b) By the Seller when all or a portion of the output of the unit is unavailable, by an amount in proportion to the amount of the reduction in the output of the unit, unless otherwise agreed by the schedulers,
(c) By the Seller to prevent system separation during an emergency, provided the Seller has exercised all prudent operating alternatives prior to the interruption or curtailment,
(d) Where applicable, by the Seller to meet its public utility or statutory obligations to its customers, or
(e) By either the Seller or the Purchaser due to the unavailability of transmission .
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capacity necessary for the delivery of scheduled energy.

B-3.10 Each Party that is a FERC regulated public utility as defined above in B-3.5 shall file the Confirmation with FERC for each transaction under this Service Schedule with a term in excess of one year no later than 30 days after service begins if that Party would have been required to file such Confirmation or similar agreements with FERC under an applicable FERC accepted market based rate schedule.

B-4 BILLING AND PAYMENT PROVISIONS:

B-4.1 Except as provided in Sections B-4.2 and B-5, billing for Unit Commitment Service shall be computed based upon the agreed upon prices.

B-4.2 In the event the Seller requests recall of Unit Commitment Service in a shorter time frame than was mutually agreed pursuant to Section B-3.9(a) and the Purchaser agrees to allow such recall, the Purchaser shall be relieved of any obligation to pay start-up costs.

B-5 TERMINATION PROVISION:

In the event Unit Commitment Service is curtailed or interrupted except as provided in Section B-3.9(a), the Purchaser shall have the option to cancel the Unit Commitment Service at any time by paying the Seller for (i) all energy deliveries scheduled up to the notice of termination and (ii) all separately stated start-up and no-load costs. .
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SERVICE SCHEDULE C

FIRM CAPACITY/ENERGY SALE OR EXCHANGE SERVICE
C-1 PARTIES:

This Service Schedule is agreed upon as a part of this Agreement by the Parties.

C-2 PURPOSE:

The purpose of this Service Schedule is to define additional specific procedures, terms, and conditions for requesting and providing Firm Capacity/Energy Sale or Exchange Service.

C-3 TERMS:

C-3.1 A Party may schedule Firm Capacity/Energy Sale or Exchange Service from another Party by mutual agreement; provided, however, that each Party shall be the sole judge as to the extent to and the conditions under which it is willing to provide or receive such service hereunder consistent with statutory requirements and contractual commitments including the Agreement and any applicable Confirmation. Once an agreement is reached, then the obligation for Firm Capacity/Energy Sale or Exchange Service becomes a firm commitment, for both Parties, for the agreed service and terms.

C-3.2 Unless otherwise agreed between the Purchaser and the Seller, all transactions shall be prescheduled, subject to any conditions agreed to by schedulers.

C-3.3 Firm capacity transactions shall include buying, selling, or exchanging capacity between Parties with or without associated energy. A firm capacity sale or exchange is a commitment, in accordance with the terms and conditions specified in the Confirmation, of capacity resources.

C-3.4 Firm energy transactions shall include buying, selling, or exchanging firm energy .
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between Parties in accordance with the terms and conditions specified in the Confirmation.

C-3.5 The price for Firm Capacity/Energy Sale or Exchange Service shall be mutually agreed to in advance between Seller and Purchaser and shall not be subject to the rate caps specified in Section C-3.6 in either of the following two circumstances:
(1) where the Seller is a FERC regulated public utility and that Seller has been authorized to sell power like that provided for under this Service Schedule at market-based rates; or
(2) where the Seller is not a FERC regulated public utility.

A Party is a FERC regulated public utility if it is a "public utility" as defined in Section 201(e) of the Federal Power Act, 16 U.S.C. § 824(e).

C-3.6 Except as provided for in Section C-3.5, the price shall not exceed the Seller's forecasted Incremental Cost plus up to: $7.32/kW/month; $1.68/kW/week;

33.78¢/kW/day; 14.07 mills/kWh; or 21.11 mills/kWh for service of sixteen (16) hours or less per day. The hourly rate is capped at the Seller's forecasted Incremental Cost plus 33.78¢/kW/day. The total demand charge revenues in any consecutive seven-day period shall not exceed the product of the weekly rate and the highest demand experienced on any day in the seven-day period. Exchange ratios among such Parties shall be as mutually agreed between the Purchaser and the Seller, but shall not exceed the ratio of 1.5 to 1.0. The Seller's forecasted Incremental Cost discussed above also may include any transmission and/or ancillary service costs associated with the sale, including the cost of any transmission and/or ancillary services that the Seller must take on its own system. Any such transmission and/or ancillary service charges .
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shall be separately identified by the Seller to the Purchaser for transactions under this Schedule including exchanges. The transmission and ancillary service rate ceiling shall be available through the WSPP's Hub or homepage. Any such transmission service (and ancillary services provided in conjunction with such transmission service) by Seller shall be provided pursuant to any applicable transmission tariff or agreement, and the rates therefore shall be consistent with such tariff or agreement.

The foregoing hourly rate caps (i) are subject to the submission of cost justification by the applicable Seller to the FERC, and acceptance by FERC thereof, under Western Systems Power Pool, 122 FERC ¶ 61,139 (2008), or (ii) are inapplicable, in the event that the Seller has filed with FERC, and FERC has accepted, a rate schedule applicable solely to such Seller, which rate schedule has been, upon the request of the applicable Seller, incorporated into this Agreement at Schedule “Q” hereof (such incorporation to occur upon Seller’s request without approval of the WSPP Executive Committee).

C-3.7 Firm Capacity/Energy Sale or Exchange Service shall be interruptible only if the interruption is: (a) within any recall time or allowed by other applicable provisions governing interruptions of service under this Service Schedule, as may be mutually agreed to by the Seller and the Purchaser, (b) due to an Uncontrollable Force as provided in Section 10 of this Agreement; or (c) where applicable, to meet Seller’s public utility or statutory obligations to its customers; provided, however, this paragraph (c) shall not be used to allow interruptions for reasons other than reliability of service to native load. If service under this Service Schedule is interrupted under Section C-3.7(a) or (b), neither Seller nor Purchaser shall be obligated to pay any damages under this Agreement or Confirmation. If service under .
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this Service Schedule is interrupted for any reason other than pursuant to Section C3.7(a) or (b), the Non-Performing Party shall be responsible for payment of damages as provided in Section 21.3 of this Agreement or in any Confirmation.

C-3.8 Each Party that is a FERC regulated public utility as defined in Section C-3.5 shall file the Confirmation with FERC for each transaction under this Service Schedule with a term in excess of one year no later than 30 days after service begins if that Party would have been required to file such Confirmation or similar agreements with FERC under an applicable FERC accepted market based rate schedule.

C-3.9 Seller shall be responsible for ensuring that Service Schedule C transactions are scheduled as firm power consistent with the most recent rules adopted by the applicable NERC regional reliability council.
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SERVICE SCHEDULE D
OPERATING RESERVE – SPINNING
AND
OPERATING RESERVE –SUPPLEMENTAL
D-1 PURPOSE
This Service Schedule specifies procedures, terms and conditions pursuant to which the Seller provides Operating Reserve – Spinning and/or Operating Reserve – Supplemental, as specified in the Confirmation, to enable the Designated Authority to meet a reserve obligation or to resell as ancillary services under an OATT.

D-2 DEFINITIONS AND RULES ABOUT THIS SERVICE SCHEDULE
D-2.1 Terms used in this Service Schedule with initial capitalization which are not defined in the Agreement or this Service Schedule shall have the meanings given to them in the NERC Glossary and Applicable Standards. In addition to the definitions specified in Section 4 of the Agreement, the following definitions apply to this Service Schedule.

D-2.1.1 “Applicable Standards” means the NERC Reliability Standards and the respective reliability standards and criteria of NERC, and of any Regional Reliability Organization, Balancing Authority, and Reserve Sharing Group applicable to the Seller’s provision and the Designated Authority’s use of Operating Reserve – Spinning or Operating Reserve – Supplemental, in force as of the date of the Confirmation.

D-2.1.2 “Demand Response Resource(s)” has the meaning given in 18 C.F.R. §35.28(b)(5).

D-2.1.3 “Designated Authority” means the Regional Reliability Organization, Balancing Authority, Reserve Sharing Group or other entity designated in the Confirmation, .
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which shall have a right to apply the applicable Reserve to the quantity of Reserve it is required to maintain, and to use such Reserve in accordance with the Applicable Standards. The Designated Authority and the Purchaser may be the same entity or two different entities. If the Designated Authority and the Purchaser are the same entity, then the Designated Authority shall also be the Purchaser for all purposes under the Agreement.

D-2.1.4 “Good Utility Practice” means any of the practices, methods, and acts engaged in or approved by a significant portion of the electric utility industry during the applicable time period in the applicable region, or any of the practices, methods and acts which, in the exercise of reasonable judgment in light of the facts known at the time the decision in question was made, could have been expected to accomplish the desired result in a manner that: (a) is consistent with the Applicable Standards; (b) gives due consideration to reliability, safety and protection of equipment and the public welfare; and (c) is consistent with good business practices, reliability, safety, and expedition. Good Utility Practice is not intended to be limited to the optimum practice, method or act, or the exclusion of all other practices, but rather to be a range of acceptable practices, methods, or acts generally accepted in the region.

D-2.1.5 “NERC Glossary” means the NERC Glossary of Terms Used in Reliability Standards.

D-2.1.6 “Non-Performance” with respect to Seller shall have the meaning given in Section D-4.1, and with respect to Purchaser, the meaning given in Section D-4.2.

D-2.1.7 “OATT” refers to the Open Access Transmission Tariff of the Designated .
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Authority or, if the Designated Authority has no OATT, the pro forma Open Access Transmission Tariff of the FERC.

D-2.1.8 “OATT Schedule” refers to schedule 5 or 6 of the OATT for sale of ancillary services, or any other schedule under an OATT for sale of Operating Reserve – Spinning or Operating Reserve – Supplemental.

D-2.1.9 “Operating Reserve – Spinning” shall have the meaning given in the NERC Glossary of Terms and the Applicable Standards, and is the product transacted under schedule 5 or similar schedule under an OATT.

D-2.1.10 “Operating Reserve – Supplemental” shall have the meaning given in the NERC Glossary of Terms and the Applicable Standards, and is the product transacted under schedule 6 or similar schedule under an OATT.

D-2.2 The following rules apply to this Service Schedule.

D-2.2.1 In the event of inconsistency between the definition in the NERC Glossary of Terms and the Applicable Standards, the Applicable Standards shall control.

D-2.2.2 No product sold or transferred under this Service Schedule D shall include reactive supply and voltage control service, or Regulation and Frequency Response service.

D-2.2.3 The OATT, OATT Schedules, regulations of the FERC, the NERC Glossary, and Applicable Standards shall be applied in their forms as of the date of the Confirmation.

D-3 TERMS OF SERVICE
D-3.1 Each Confirmation entered into under this Service Schedule shall contain the following information, and may contain other terms and conditions to which the Parties agree:
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(a) A prominent designation of the service, Operating Reserve – Spinning and/or Operating Reserve – Supplemental, to which the Confirmation applies; (b) Identification of the Designated Authority and if the Designated Authority is not a Regional Reliability Organization, the Regional Reliability Organization within which the Designated Authority is electrically located;
(c) The Standard Confirmation Provisions, as applicable; (d) Any additional attributes of the Operating Reserve – Spinning or Operating Reserve – Supplemental, as the Parties may agree;
(e) The means by which requests for energy required to be delivered under the Service Schedule shall be communicated; and
(f) Any conditions to the effectiveness of the Confirmation, including, for example, the completion of any arrangements or agreements between the Seller and the Designated Authority or among the Seller, Designated Authority, and Purchaser.

D-3.2 Contract Price. The Contract Price may include separately stated charges for capacity and energy, and any agreements concerning transmission arrangements and payment obligations.

D-3.3 Seller shall provide Operating Reserve – Spinning or Operating Reserve – Supplemental, as applicable, to the Designated Authority in conformity with the Applicable Standards and any additional attributes specified in the Confirmation as are consistent with the Applicable Standards. Seller shall provide such service from one or more generation resources or Demand Response Resources. Such resources must be physically and operationally available to respond within the time periods, and in conformance with other technical and operational criteria, prescribed by, the Applicable Standards for the applicable service, and .
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as required to conform to any additional attributes stated in the Confirmation.

D-3.4 Obligations Concerning Capacity and Requests for and Delivery of Energy D-3.4.1 Seller shall provide capacity and deliver energy associated with Operating Reserve – Spinning or Operating Reserve – Supplemental, in quantities up to the applicable capacity(ies) specified in the Confirmation for the applicable hour(s), as and when the Designated Authority requests such delivery in the manner of request specified in the Confirmation and in accordance with Section D-3.4.2.

D-3.4.2 The Designated Authority shall use the capacity and energy provided by Seller under this Service Schedule for the sole purpose of satisfying the Designated Authority’s own obligations pertaining to Operating Reserve – Spinning and Operating Reserve – Supplemental, as specified in the Applicable Standards or the Confirmation. Purchaser shall ensure that the Designated Authority shall not require Seller to deliver energy under this Service Schedule except as and when the Designated Authority determines, in its good faith discretion reasonably exercised in accordance with Good Utility Practice or such other criteria as may be stated in the Confirmation, that such energy is required to enable it to respond to a contingency or other event for which the service specified in the Confirmation is permitted to be utilized under the Applicable Standards or as otherwise stated in the Confirmation.

D-3.5 Inspection and Audit. The Purchaser and Designated Authority shall have the right, to conduct such inspections and audits of Seller’s records as are reasonable to assure that the Seller’s provision of services under this Service Schedule and Confirmation conforms to the Applicable Standards and the Confirmation. The Seller shall have the right to conduct .
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inspections and audits of the Designated Authority’s records as reasonably required to assure that any use by the Designated Authority of the services under this Service Schedule and Confirmation conformed to Section D-3.4.2 and the Confirmation. The Parties may state further details and conditions in the Confirmation concerning these rights, including, for example, provisions concerning confidentiality or limiting inspection to an agreed third-party auditor.

D-3.6 Regulatory Matters – Rate Caps
D-3.6.1 The price for Operating Reserve – Spinning or Operating Reserve – Supplemental shall not be subject to the rate caps specified in Section D-3.6.2 in either of the following two circumstances:
(1) where the Seller is a FERC regulated public utility and that Seller has been authorized to sell power like that provided for under this Service Schedule at market-based rates; or
(2) where the Seller is not a FERC regulated public utility.

A Party is a FERC regulated public utility if it is a "public utility" as defined in Section 201(e) of the Federal Power Act, 16 U.S.C. § 824(e).

D-3.6.2 Except as provided for in Section D-3.6.1, the price shall not exceed the Seller's forecasted Incremental Cost plus up to: $7.32/kW/month; $1.68/kW/week;

33.78¢/kW/day; 14.07 mills/kWh; or 21.11 mills/kWh for service of sixteen (16) hours or less per day. The hourly rate is capped at the Seller's forecasted Incremental Cost plus 33.78¢/kW/day. The total demand charge revenues in any consecutive seven-day period shall not exceed the product of the weekly rate and the highest demand experienced on any day in the seven-day period. Exchange .
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ratios among such Parties shall be as mutually agreed between the Purchaser and the Seller, but shall not exceed the ratio of 1.5 to 1.0. The Seller's forecasted Incremental Cost discussed above also may include any transmission and/or ancillary service costs associated with the sale, including the cost of any transmission and/or ancillary services that the Seller must take on its own system.

Any such transmission and/or ancillary service charges shall be separately identified by the Seller to the Purchaser for transactions under this Schedule including exchanges. The transmission and ancillary service rate ceiling shall be available through the WSPP's Hub or homepage. Any such transmission service (and ancillary services provided in conjunction with such transmission service) by Seller shall be provided pursuant to any applicable transmission tariff or agreement, and the rates therefore shall be consistent with such tariff or agreement.

The foregoing hourly rate caps (i) are subject to the submission of cost justification by the applicable Seller to the FERC, and acceptance by FERC thereof, under Western Systems Power Pool, 122 FERC ¶ 61,139 (2008), or (ii) are inapplicable, in the event that the Seller has filed with FERC, and FERC has accepted, a rate schedule applicable solely to such Seller, which rate schedule has been, upon the request of the applicable Seller, incorporated into this Agreement at Schedule “Q” hereof (such incorporation to occur upon Seller’s request without approval of the WSPP Executive Committee).

D-4 NON-PERFORMANCE, DAMAGES AND TERMINATION
D-4.1 Seller Non-Performance. “Non-Performance” with respect to Seller means Seller’s failure to provide capacity or deliver energy to the Designated Authority as this Service Schedule .
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and the Confirmation require.

D-4.1.1 Purchaser Entitlement to Damages. In the event of Non-Performance by Seller, Seller shall pay damages to Purchaser calculated in accordance with Section 21.3 of the Agreement.

D-4.1.2 Purchaser Option to Terminate. Purchaser shall have an option to declare any instance of Seller’s Non-Performance under Section D-4.2 an Event of Default under the Agreement and the remedies for an Event of Default under Section

22.2(b) of the Agreement shall apply (excluding Section 22.2(a)), provided, that the right to terminate transactions for such Non-Performance shall be limited to transactions under this Service Schedule D. Exercise of the termination option under this Section D-4.1.2 shall not diminish the performing Party’s rights to collect damages for such Non-Performance under Section D-4.1.1, or to avail itself of remedies for other Events of Default.

D-4.2 Purchaser Non-Performance. “Non-Performance” with respect to the Purchaser means the Designated Authority’s failure to receive capacity and/or energy, or the Designated Authority’s use of capacity and/or energy under this Service Schedule which use does not conform to Section D-3.4.2 (such capacity and/or energy, the “unauthorized energy”).

D-4.2.1 Seller Entitlement to Damages. In the event of Non-Performance by Purchaser, Purchaser shall compensate Seller in an amount equal to the quantity of unauthorized energy Seller was required to deliver during each hour, multiplied by the energy charge for the applicable hour.

D-4.2.2 Seller Option to Terminate. Seller shall have an option to declare any instance of Purchaser’s Non-Performance under Section D-4.2 an Event of Default under the .
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Agreement and the remedies for an Event of Default under Section 22.2(b) of the Agreement shall apply (but not Section 22.2(a)), provided that the right to terminate all transactions for such Non-Performance shall be limited to transactions under this Service Schedule D. Exercise of the termination option under this Section D-4.2.2 shall not diminish the performing Party’s rights to collect damages for such Non-Performance under Section D-4.2.1, or to avail itself of remedies for other Events of Default under the Agreement.

D-4.3 Termination under Section D-4.1.2 or D-4.4.2 shall become effective immediately upon receipt by the non-performing Party of the Performing Party’s written notice thereof, which notice shall specify the Non-Performance. If the Performing Party fails to exercise its termination option arising from an instance of Non-Performance under Section D-4.1.2 or D-4.2.2 within thirty (30) days following the date the option to terminate arose, then solely with respect to that instance of Non-Performance, the termination option shall cease to be available to the Performing Party.

D-4.4 Nothing in this Service Schedule shall restrict the right of either Party to avail itself of other remedies provided in the Agreement.
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SERVICE SCHEDULE E

ENERGY IMBALANCE AND GENERATOR IMBALANCE POWER
E-1 PURPOSE
This Service Schedule states procedures, terms and conditions pursuant to which the Seller provides Energy Imbalance Power and Generation Imbalance Power to the Purchaser, as specified in the Confirmation, and the Purchaser receives such service to meet a reliability obligation or to resell as ancillary services under an OATT.

E-2 DEFINITIONS AND RULES ABOUT THIS SERVICE SCHEDULE
E-2.1 In addition to the definitions specified in Section 4 of the Agreement, the following definitions apply to this Service Schedule E.

E-2.1.1 “Balancing Power” means a service or product that can be resold as Energy Imbalance Power or Generator Imbalance Power under Schedules 4 and 9, respectively, of the OATT or other schedule under an OATT for sale of imbalance power.

E-2.1.2 “Demand Response Resource(s)” has the meaning given in 18 C.F.R. §35.28(b)(5).

E-2.1.3 “Non-Performance” with respect to Seller shall have the meaning given in Section E-4.1 and with respect to Purchaser the meaning given in Section E-4.2.

E-2.1.4 “OATT” refers to the Purchaser’s Open Access Transmission Tariff approved by the FERC or, if the Purchaser has no OATT, the pro forma Open Access Transmission Tariff of the FERC.

E-2.1.5 “OATT Schedule” refers to schedule 4 or 9 of the OATT for sale of ancillary services, or any other schedule for sale of imbalance power under an OATT.

E-2.2 The following rules apply to this Service Schedule. .
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E-2.2.1 No product sold or transferred under this Service Schedule E shall include reactive supply and voltage control service, or Regulation and Frequency Response service.

E-2.2.2 The OATT and OATT Schedules shall be applied in their forms as of the date of the Confirmation.

E-3 TERMS OF SERVICE
E-3.1 Each Confirmation entered into under this Service Schedule shall contain the following information, and may contain other terms and conditions to which the Parties agree:
(a) A prominent designation of the service, Energy Imbalance and Generator Imbalance Power, to which the Confirmation applies;
(b) The Standard Confirmation Provisions, as applicable; (c) Any additional attributes of the Balancing Power, as the Parties may agree; (d) The means by which requests for energy required to be delivered under the Service Schedule shall be communicated; and
(e) Any conditions to the effectiveness of the Confirmation.

E-3.2 Contract Price. The Contract Price may include separately stated charges for capacity and energy, and any agreements concerning transmission arrangements and payment obligations.

E-3.3 Seller shall provide Balancing Power from one or more generation resources or Demand Response Resources. Such resources must be physically and operationally available to respond within the time periods, and in conformance with other technical and operational criteria, as may be stated in the Confirmation.

E-3.4 Obligations Concerning Capacity and Requests for and Delivery of Energy .
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E-3.4.1 Upon the requests of the Purchaser, Seller shall provide capacity and deliver energy associated with Balancing Power to the Purchaser at any rate of flow up to and including the applicable capacity(ies) and at such intervals as are specified in the Confirmation for the applicable hour(s).

E-3.4.2 Transmission must be available intra-hour, and may be arranged and scheduled in any manner that meets the requirements of the Parties.

E-3.5 Regulatory Matters – Rate Caps
E-3.5.1 The price for Balancing Power shall not be subject to the rate caps specified in Section E-3.5.2 in either of the following two circumstances:
(1) where the Seller is a FERC regulated public utility and that Seller has been authorized to sell power like that provided for under this Service Schedule at market-based rates; or
(2) where the Seller is not a FERC regulated public utility.

A Party is a FERC regulated public utility if it is a "public utility" as defined in Section 201(e) of the Federal Power Act, 16 U.S.C. § 824(e).

E-3.5.2 Except as provided for in Section E-3.5.1, the price shall not exceed the Seller's forecasted Incremental Cost plus up to: $7.32/kW/month; $1.68/kW/week;

33.78¢/kW/day; 14.07 mills/kWh; or 21.11 mills/kWh for service of sixteen (16) hours or less per day. The hourly rate is capped at the Seller's forecasted Incremental Cost plus 33.78¢/kW/day. The total demand charge revenues in any consecutive seven-day period shall not exceed the product of the weekly rate and the highest demand experienced on any day in the seven-day period. Exchange ratios among such Parties shall be as mutually agreed between the Purchaser and .
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the Seller, but shall not exceed the ratio of 1.5 to 1.0. The Seller's forecasted Incremental Cost discussed above also may include any transmission and/or ancillary service costs associated with the sale, including the cost of any transmission and/or ancillary services that the Seller must take on its own system.

Any such transmission and/or ancillary service charges shall be separately identified by the Seller to the Purchaser for transactions under this Schedule including exchanges. The transmission and ancillary service rate ceiling shall be available through the WSPP's Hub or homepage. Any such transmission service (and ancillary services provided in conjunction with such transmission service) by Seller shall be provided pursuant to any applicable transmission tariff or agreement, and the rates therefore shall be consistent with such tariff or agreement.

The foregoing hourly rate caps (i) are subject to the submission of cost justification by the applicable Seller to the FERC, and acceptance by FERC thereof, under Western Systems Power Pool, 122 FERC ¶ 61,139 (2008), or (ii) are inapplicable, in the event that the Seller has filed with FERC, and FERC has accepted, a rate schedule applicable solely to such Seller, which rate schedule has been, upon the request of the applicable Seller, incorporated into this Agreement at Schedule “Q” hereof (such incorporation to occur upon Seller’s request without approval of the WSPP Executive Committee).

E-4 NON-PERFORMANCE, DAMAGES AND TERMINATION
E-4.1 Seller Non-Performance. “Non-Performance” with respect to Seller means Seller’s failure to provide capacity or deliver energy to the Purchaser as this Service Schedule and the Confirmation require.
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E-4.1.1 Purchaser Entitlement to Damages. In the event of Non- Performance by Seller, Seller shall pay damages to Purchaser calculated in accordance with Section 21.3 of the Agreement.

E-4.1.2 Purchaser Option to Terminate. Purchaser shall have an option to declare any instance of Seller’s Non-Performance under Section E-4.1 an Event of Default under the Agreement and the remedies for an Event of Default under Section

22.2(b) of the Agreement shall apply (excluding Section 22.2(a)), provided that the right to terminate transactions for such Non-Performance shall be limited to transactions under this Service Schedule E. Exercise of the termination option under this Section E-4.1.2 shall not diminish the performing Party’s rights to collect damages for such Non-Performance under Section E-4.1.1, or to avail itself of remedies for other Events of Default.

E-4.2 Purchaser Non-Performance. “Non-Performance” with respect to Purchaser means Purchaser’s failure to receive energy that it had scheduled for receipt under this Service Schedule and the Confirmation.

E-4.2.1 Seller Entitlement to Damages. In the event of Non-Performance by Purchaser, Purchaser shall pay damages to Purchaser calculated in accordance with Section

21.3 of the Agreement.

E-4.2.2 Seller Option to Terminate. Seller shall have an option to declare any instance of Purchaser’s Non-Performance under Section E-4.2 an Event of Default under the Agreement and the remedies for an Event of Default under Section 22.2(b) of the Agreement shall apply (excluding Section 22.2(a)), provided that the right to terminate transactions for such Non-Performance shall be limited to transactions .
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under this Service Schedule E. Exercise of the termination option under this Section E-4.2.2 shall not diminish the performing Party’s rights to collect damages for such Non-Performance under Section E-4.2.1, or to avail itself of remedies for other Events of Default.

E-4.3 Termination under Section E-4.1.2 or E-4.2.2 shall become effective immediately upon receipt by the non-performing Party of the Performing Party’s written notice thereof, which notice shall specify the Non-Performance. If the Performing Party fails to exercise its termination option arising from an instance of Non-Performance under Section E-4.1.2 or E-4.2.2 within thirty (30) days following the date the option to terminate arose, then solely with respect to that instance of Non-Performance, the termination option shall cease to be available to the Performing Party.

E-4.4 Nothing in this Service Schedule shall restrict the right of either Party to avail itself of other remedies provided in the Agreement.
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SERVICE SCHEDULE R

RENEWABLE ENERGY CERTIFICATE TRANSACTIONS

WITH AND WITHOUT ENERGY
R-1 Introduction; Transaction Documentation; and Rules of Construction. This Service Schedule R states terms and conditions applicable to REC Transactions entered into by Parties under the Agreement.

R-1.1 Documentation. Each REC Transaction shall be documented in a Confirmation.

Annex 2 is a Confirmation template, which the Parties may modify and make subject to any other agreement between them. A Confirmation for a REC Transaction will be given legal effect only if a Documentary Writing.

R-1.2 Contract Documents. The Agreement, Service Schedule R, and the fully executed Confirmation comprise a contract for a REC Transaction. Any conflicts between or among the Agreement, Service Schedule R, and the Confirmation shall be resolved in the following order of control: first, the Confirmation; second, Service Schedule R; and third, the Agreement.

R-1.3 Definitions. Definitions contained in the Agreement and Annex 1 apply to this Service Schedule R. Any conflicts among definitions contained in these documents shall be resolved in accordance with Section R-1.2.

R-1.4 Rules of Construction.

R-1.4.1 The Annexes of Service Schedule R are incorporated into and made a part of this Service Schedule R, as though set forth fully herein.

R-1.4.2 The word “including” shall mean “including but not limited to.” Unless otherwise specified, the word “Section” refers to a section of this Service Schedule R and includes all subparts of the specified section. .
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R-1.4.3 Subject to any legal restrictions applicable to a Party, the Parties to a REC Transaction may vary any term or condition of this Service Schedule R for that REC Transaction. Provisions in this Service Schedule R concerning such variance of terms, such as “unless otherwise agreed,” shall not prejudice the generality of the preceding sentence, provided, that the Parties shall not vary Section C-3.6 of Service Schedule C, Section B-3.6 of Service Schedule B, and Section A-3.7 of Service Schedule A.

R-1.4.4 An Applicable Program shall be applicable to a REC Transaction only if designated expressly in the Confirmation. No rule of contract construction or interpretation, and no inference or implication, shall cause an Applicable Program that is not designated expressly in the Confirmation to be applicable to a REC Transaction.

R-2 Confirmations; REC Products.

R-2.1 REC Transaction. A “REC Transaction” is a purchase and sale of a REC separately from or bundled with Energy. A REC Transaction may be for the purchase and sale of any REC Product defined in Section R-2.3 or another REC Product the Parties may define.

R-2.2 Confirmations. In addition to other terms and conditions to which the Parties may agree, the Confirmation:

R-2.2.1 must include the following terms: REC Product, Contract Quantity, Contract Price, Vintage, and Transfer Date, and whether the Environmental Attributes covered by the REC are All Attributes, Program Attributes, or other coverage the Parties may specify; .
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R-2.2.2 for a bundled REC Transaction (Firm Bundled REC, Resource Contingent Bundled REC, or Facility As-Run Bundled REC), may include a single Contract Price which may be allocated between the REC and the Energy;
R-2.2.3 must identify the Renewable Energy Facility or Renewable Energy Source if the REC Transaction is All Attributes (Section R-2.4.1) or Program Attributes (Section R-2.4.2), if a designated Applicable Program requires such identification, or if the REC Product is Resource Contingent Bundled REC or Facility As-Run Bundled REC;
R-2.2.4 must designate an Applicable Program if the REC Transaction is Program Attributes, the Seller is to assure compliance with an Applicable Program (Sections R-5.2.1, 6.3, and 6.4), or to recover penalties and alternative compliance payments (Section R-9.1), and if the REC Transaction is All Attributes, may designate an Applicable Program (Section 2.4.1).

R-2.3 REC Products. A “REC Product” is any of the following defined products or other product specified in the Confirmation.

R-2.3.1 Firm REC. A “Firm REC” is a REC purchased and sold in a transaction that does not include the sale or purchase of energy. The Seller has a firm obligation to Deliver the REC pursuant to the Confirmation. A remedy for non-performance is available under Section R-9, except in the event and to the extent of Uncontrollable Force.

R-2.3.2 Firm Bundled REC. A “Firm Bundled REC” is a REC purchased and sold in a transaction that includes the purchase and sale of Energy. The .
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Seller has a firm obligation to Deliver the REC and Energy pursuant to the Confirmation. A remedy for non-performance is available under Section R-9, except in the event and to the extent of Uncontrollable Force. The terms and conditions of Service Schedule C apply to the purchase and sale of Energy associated with a Firm Bundled REC as the Parties may modify such terms and conditions in the Confirmation, subject to the proviso stated in Section R-1.4.3. The hourly rate caps identified in Section C-3.6 of Service Schedule C shall apply, except (1) where the Seller is a FERC regulated “public utility” as defined in Section 201(e) of the Federal Power Act, 16 U.S.C. § 824(e), and that Seller has been authorized to sell power like that provided for in Service Schedule C at market-based rates; or (2) where the Seller is not such a FERC regulated “public utility.” When such hourly rate caps apply, (a) if the Contract Price is allocated between the REC and the Energy, the hourly rate caps shall apply to the Contract Price for the Energy and not the REC; and (b) if the Contract Price is not allocated between the REC and the Energy, the hourly rate caps shall apply to the bundled Contract Price.

R-2.3.3 Resource Contingent REC. A “Resource Contingent REC” is a REC purchased and sold in a transaction that does not include the sale or purchase of Energy. The Seller has a resource contingent obligation to Deliver the REC pursuant to the Confirmation. A remedy for nonperformance is available under Section R-9, except in the event and to the extent: (i) of Uncontrollable Force; (ii) the Renewable Energy .
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Facility identified in the Confirmation was not on line to produce energy required for the REC due to Forced Outage, Scheduled Maintenance, or Fuel Impediment; or (iii) of the occurrence of such other circumstances to which the Parties may have agreed in the Confirmation, resulting in a reduction of output or unavailability to produce energy required for the REC. In the event and to the extent of an outage under (ii) or, if applicable, (iii), the resulting reduction in output for the applicable hour shall be allocated among all purchasers of RECs from the Renewable Energy Facility who are identified in the Confirmation (including purchasers identified under any provisions in the Confirmation allowing for subsequent identification) in accordance with any priorities or shares stated in the Confirmation, and if no priorities or shares are stated in the Confirmation, then proportionately in accordance with such purchasers’ contract quantities under contracts with Seller.

R-2.3.4 Resource Contingent Bundled REC.
(a) A “Resource Contingent Bundled REC” is a REC purchased and sold in a transaction that includes the purchase and sale of Energy. The Seller has a resource contingent obligation to Deliver the REC and Energy pursuant to the Confirmation. A remedy for non-performance is available under Section R-9, except in the event and to the extent: (i) of Uncontrollable Force; (ii) the Renewable Energy Facility identified in the
Confirmation was not on line to produce energy required for the REC or Delivery, due to Forced Outage, Scheduled
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Maintenance, or Fuel Impediment; or (iii) of the occurrence of such other circumstances to which the Parties agreed in the Confirmation, resulting in a reduction of output or unavailability to produce energy required for the REC or Delivery. In the event and to the extent of an outage under (ii) or, if applicable, (iii), the resulting reduction in output for the applicable hour shall be allocated among all purchasers of RECs and energy from the Renewable Energy Facility who are identified in the
Confirmation (including purchasers identified under any provisions in the Confirmation allowing for subsequent
identification) in accordance with any priorities or shares stated in the Confirmation, and if no priorities or shares are stated in the Confirmation, then proportionately in accordance with such purchasers’ contract quantities under contracts with Seller. (b) The terms and conditions of Service Schedule B apply to the purchase and sale of Energy associated with a Resource
Contingent Bundled REC as modified herein and as may be modified in the Confirmation, subject to the proviso stated in Section R-1.4.3. The hourly rate caps identified in Section B3.6 of Service Schedule B shall apply, except (1) where the Seller is a FERC regulated “public utility” as defined in Section 201(e) of the Federal Power Act, 16 U.S.C. § 824(e), and that Seller has been authorized to sell power like that provided for in Service Schedule B at market-based rates; or (2) where the Seller .
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is not such a FERC regulated “public utility.” When such hourly rate caps apply, (a) if the Contract Price is allocated between the REC and the Energy, the hourly rate caps shall apply to the Contract Price for the Energy and not the REC; and (b) if the Contract Price is not allocated between the REC and the Energy, the hourly rate caps shall apply to the bundled Contract Price.

Service Schedule B Section B-3.8 is modified to state the following:

Energy schedules for the Purchaser's share of a
Renewable Energy Facility may be modified by the
Purchaser with not less than a thirty (30) minute notice before the hour in which the modification is to occur,
unless otherwise agreed or unforeseen system operating
conditions occur, or as otherwise required by, or
pursuant to customary practice in, the applicable regional reliability council. A reduction in the energy schedule shall be made commensurately for the REC requirement
for the applicable hour. Seller shall notify Purchaser of volumes to be delivered no later than thirty (30) minutes before the hour in which delivery is to occur unless
otherwise agreed or such notification is infeasible due to unforeseen system operating conditions. Seller shall
timely notify the Purchaser of Scheduled Maintenance.

The following is added at the end of Section B-3.9:
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(f) By the Seller when all or a portion of the unit is
unavailable due to Fuel Impediment, unless otherwise
agreed by the schedulers.

R-2.3.5 Facility As-Run REC. A “Facility As-Run REC” is a REC purchased and sold in a transaction that does not include the sale or purchase of Energy. The Seller is obligated to Deliver the REC pursuant to the Confirmation. A remedy for non-performance is available under Section R-9, except in the event and to the extent that, for any reason or no reason, the Renewable Energy Facility identified in the Confirmation was not on line to produce energy required for the REC. If the Renewable Energy Facility designated in the Confirmation is not operated, the resulting reduction in output for the applicable hour shall be allocated among all purchasers of RECs from the Renewable Energy Facility who are identified in the Confirmation (including purchasers identified under any provisions in the Confirmation allowing for subsequent identification) in accordance with any priorities or shares stated in the Confirmation, and if no priorities or shares are stated in the Confirmation, then proportionately in accordance with such purchasers’ contract quantities under contracts with Seller.

R-2.3.6 Facility As-Run Bundled REC.
(a) A “Facility As-Run Bundled REC” is a REC purchased and sold in a transaction that includes the purchase and sale of Energy.

The Seller has an obligation to Deliver the REC and Energy pursuant to the Confirmation. A remedy for non-performance is .
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available under Section R-9, except in the event and to the extent that, for any reason or no reason, the Renewable Energy Facility identified in the Confirmation was not on line to produce energy required for the REC or Delivery. If the Renewable Energy Facility designated in the Confirmation is not operated, the resulting reduction in output for the applicable hour shall be allocated among all purchasers of RECs and energy from the Renewable Energy Facility who are identified in the
Confirmation (including purchasers identified under any provisions in the Confirmation allowing for subsequent
identification) in accordance with any priorities or shares stated in the Confirmation, and if no priorities or shares are stated in the Confirmation, then proportionately in accordance with such purchasers’ contract quantities under contracts with Seller. (b) The terms and conditions of Service Schedule A apply to the purchase and sale of Energy associated with a Facility As-Run Bundled REC as modified herein and as may be modified in the Confirmation, subject to the proviso stated in Section R-1.4.3.

The hourly rate caps identified in Section A-3.7 of Service Schedule A shall apply, except (1) where the Seller is a FERC regulated “public utility” as defined in Section 201(e) of the Federal Power Act, 16 U.S.C. § 824(e), and that Seller has been authorized to sell power like that provided for in Service Schedule A at market-based rates; or (2) where the Seller is not .
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such a FERC regulated “public utility.” When such hourly rate caps apply, (a) if the Contract Price is allocated between the REC and the Energy, the hourly rate caps shall apply to the Contract Price for the Energy and not the REC; and (b) if the Contract Price is not allocated between the REC and the Energy, the hourly rate caps shall apply to the bundled Contract Price.

Service Schedule A Section A-3.3 is modified to state the following:

Energy schedules may be modified by the Purchaser or
Seller with not less than a thirty (30) minute notice
before the hour in which the modification is to occur,
unless otherwise agreed or unforeseen system operating
conditions occur, or as otherwise required by, or
pursuant to customary practice in, the applicable regional reliability council. A reduction in the energy schedule shall be made commensurately for the REC requirement
for the applicable hour. Seller shall notify Purchaser of volumes to be delivered no later than thirty (30) minutes before the hour in which delivery is to occur unless
otherwise agreed or such notification is infeasible due to unforeseen system operating conditions.

R-2.4 Environmental Attributes Contained In The REC. The Confirmation may describe the Environmental Attributes covered by the REC as All Attributes, Program Attributes, or as the Parties otherwise may agree. If the Confirmation does .
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not designate a REC Transaction as Program Attributes or otherwise limit the Environmental Attributes conveyed, and if a Renewable Energy Facility or Renewable Energy Source is specified, the REC Transaction shall be All Attributes.

A designation of All Attributes will not be effective unless a Renewable Energy Facility or Renewable Energy Source is designated in the Confirmation.

R-2.4.1 All Attributes. An “All Attributes” REC conveys all of the Environmental Attributes the Renewable Energy Facility or Renewable Energy Source designated in the Confirmation is capable of producing, whether known or unknown on the Effective Date, including, at a minimum, all Environmental Attributes required by any Applicable Program designated in the Confirmation. Seller disclaims any warranty that Environmental Attributes other than those required by an Applicable Program designated in the Confirmation fulfill the requirements of any other Applicable Program. To establish the Environmental Attributes conveyed, the Confirmation may include a specification thereof.

R-2.4.2 Program Attributes. A “Program Attributes” REC conveys the Environmental Attributes required by an Applicable Program designated in the Confirmation. It conveys no other Environmental Attributes, the rights to which are retained by the Seller. The Parties should verify that a designated Tracking System will recognize a Program Attributes REC. (Note, WREGIS does not recognize a Program Attributes limitation upon conveyed Environmental Attributes.)
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R-3 Delivery and Title.

R-3.1 Unbundled REC Transactions. This Section R-3.1 applies if the REC Product is a Firm REC, Resource Contingent REC, or Facility As-Run REC.

R-3.1.1 Delivery. “Deliver(y)(ed)” occurs upon completion of Seller’s transfer of the Contract Quantity to Purchaser. If a Tracking System is designated in the Confirmation, Seller shall cause transfer in accordance with the rules and procedures of the Tracking System. If the Tracking System does not state such rules or procedures, then Delivery shall occur upon the Tracking System’s transfer of the REC into Purchaser’s account. If a Tracking System is not designated in the Confirmation, Delivery is completed upon Seller’s delivery to Purchaser of an Attestation.

R-3.1.2 Acceptance. “Accept(ance)(ed)” means Purchaser’s receipt of Delivery of the REC from Seller, without Purchaser’s rejection. If a Tracking System is designated in the Confirmation, Purchaser shall receive a transfer in accordance with the rules and procedures of the Tracking System, and Acceptance (or rejection) shall be made within five (5) Business Days following the date the Tracking System gives electronic notice to Purchaser that it has initiated transfer (this deadline applies regardless of any different period stated in the Tracking System’s rules and procedures) and if timely rejection is not made, then the Delivery is Accepted. If a Tracking System is not designated in the Confirmation, Acceptance occurs upon Purchaser’s Acceptance, .
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without rejection within five (5) Business Days of delivery, of the Attestation delivered by Seller.

R-3.1.3 Passage of Title. Title to the REC shall pass from Seller to Purchaser upon Delivery and Acceptance.

R-3.2 Bundled REC Transactions. This Section R-3.2 applies if the REC Product is a Firm Bundled REC, Resource Contingent Bundled REC, or Facility As-Run Bundled REC.

R-3.2.1 Delivery. “Delivery(y)(ed)” occurs upon completion of Seller’s transfer to Purchaser of the Contract Quantity of the REC and the Contract Quantity of the Energy. Delivery of the REC shall be completed in accordance with Section R-3.1.1. Delivery of Energy shall be completed in accordance with the terms and conditions of the Confirmation and the Agreement.

R-3.2.2 Acceptance. “Acceptance” of the REC occurs in the manner specified in Section R-3.1.2, and of the Energy upon receipt at the delivery point in accordance with the Confirmation.

R-3.2.3 Passage of Title. If the Vintage of the REC is prior to the Effective Date, title to the REC passes from Seller to Purchaser on the Effective Date or other date to which the Parties agree. If the REC is to be generated on or after the Effective Date, title to the REC passes upon the generation of each megawatt hour of energy required for production of the REC, and Seller shall hold the REC in trust for Purchaser until Delivery. Passage of title to Energy occurs pursuant to the Agreement.

R-3.3 Actions Required of Parties to Assure Delivery.
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R-3.3.1 Provision of Generation Information; Required Actions. No less than monthly, Seller shall provide Purchaser with a written statement setting forth for applicable periods the quantities of Seller’s generation of energy for production of the REC. Seller shall promptly take all actions and do all things necessary and appropriate to cause the designated Tracking System, if any, to transfer the REC to Purchaser, including promptly providing all required information and documents in the required forms, and paying any and all fees the Tracking System imposes on Seller. If the Confirmation provides for a designated Tracking System to expedite issuance of certificates (for example, forward transfer certificates in WREGIS), Seller shall promptly take all actions required to cause such expedition. If no Tracking System is designated in the Confirmation, then upon creation of the REC Seller shall promptly deliver the Attestation to Purchaser.

R-3.3.2 Failure to Issue REC. Seller is responsible for transfer and issuance of RECs by the Tracking System; Purchaser’s sole responsibilities are maintenance of an account with the Tracking System and Acceptance of conforming RECs pursuant to Section R-3.1.2. Without prejudice to the immediately preceding sentence, in the event a Tracking System designated in the Confirmation declines to issue an electronic credit or physical certificate to document the attempted transfer, Delivery, or Acceptance of a REC, each Party will provide the other Party with all documents, communications, and information sent to or received from the Tracking System that pertain thereto. The Parties will cooperate, .
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and each Party will complete any uncompleted items for which it is responsible, each at its own expense. If following such efforts, and due to no failure of Seller to take all required actions, the Tracking System does not issue the electronic credit or physical certificate to document the attempted transfer, Delivery, or Acceptance of the REC, Seller may, upon Purchaser’s agreement (which Purchaser may decline in its discretion), provide an Attestation to Purchaser to effect Delivery. The obligations under this Section R-3.3.2 shall not be construed to diminish the Seller or the Purchaser’s respective rights and obligations under the Agreement, Service Schedule R, and the Confirmation.

R-3.4 Conveyance and Transfer. As of both Delivery and passage of title, Seller shall transfer and convey to Purchaser all right, title, and interest in and to the REC and all Environmental Attributes underlying the REC pursuant to the Confirmation, and the exclusive right to any and all Reporting Rights Seller may have in or to the REC and the Environmental Attributes, free and clear of any liens, security interests, or other encumbrances.

R-4 Charges; Credit. The charge shall be an amount equal to the Contract Price multiplied by the Delivered and Accepted quantity, without prejudice to the right to recover damages owed in accordance with Section R-9. The Parties may state any credit terms and conditions to which they agree in the Confirmation; Section 27 of the Agreement applies unless otherwise agreed.

R-5 Governing Law; Change in Law.

R-5.1 Governing Law. Section 24 of the Agreement applies except as follows. If an Applicable Program is designated in the Confirmation, all performance obligations .
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pursuant to the REC Transaction concerning the creation, issuance, transfer, tracking and retirement of the REC shall be governed as follows:

R-5.1.1 If the Applicable Program was created by the laws of a Governmental Authority, then by the laws, rules, regulations, orders, and judicial precedent of such Governmental Authority;
R-5.1.2 If the Applicable Program was not created by the laws of a Governmental Authority, but is a voluntary program, then Section 24 of the Agreement applies without modification, and the Parties shall be bound contractually to comply with the standards and criteria of the voluntary Applicable Program.

R-5.2 Change in Law.

R-5.2.1 Applicability. Section R-5.2 applies only to REC Transactions for which an Applicable Program is designated in the Confirmation. In a REC Transaction for which no Applicable Program is designated, Seller makes no representation or warranty concerning compliance with any particular Applicable Program and any such representation or warranty is expressly disclaimed.

R-5.2.2 Definitions.
(a) “Change in Law” means any addition or amendment, by a Governmental Authority, to any laws, rules, regulations, orders, or judicial precedent, that applies to an Applicable Program designated in the Confirmation, that is enacted or issued after the Effective Date and nullifies compliance of the REC with the Applicable Program. An addition or amendment that is enacted .
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or issued before the Effective Date but effective on or after the Effective Date is not a Change in Law.
(b) “Regulatorily Continuing” means a REC Transaction in which the REC and Environmental Attributes conform to the
requirements of an Applicable Program designated in the Confirmation as such requirements exist on the Effective Date and the Transfer Date, including requirements modified or added by a Change in Law.
(c) “Not Regulatorily Continuing” means a REC Transaction in which the REC and Environmental Attributes conform to the requirements of an Applicable Program designated in the Confirmation as such requirements exist on the Effective Date only, and the REC and Environmental Attributes are not
required to conform to requirements modified or added by a Change in Law.

R-5.2.3 Default Designation as Regulatorily Continuing. A REC Transaction as to which an Applicable Program is designated in the Confirmation shall be Regulatorily Continuing unless the Parties specify in the Confirmation that the REC Transaction is Not Regulatorily Continuing.

R-5.2.4 Effect of Change In Law in Regulatorily Continuing REC Transaction.
(a) If a Change in Law occurs in a Regulatorily Continuing REC Transaction, Seller shall be obligated to make reasonable efforts to attain compliance with the designated Applicable Program, .
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the costs of which shall not be required to exceed any cost cap specified in the Confirmation. If despite such efforts to attain compliance, including reasonable expenditures, Seller cannot obtain compliance and Purchaser refuses to accept Delivery of the REC due to the Change in Law, Seller shall not be liable for damages under Section R-9.
(b) In the event Purchaser refuses to accept Delivery of the REC under Section 5.2.4(a), and Seller has Delivered energy to Purchaser in the REC Transaction, Purchaser shall not be relieved of its obligation to pay for such energy, which payment shall be either at the price allocated to energy in the Confirmation, if any, and if no allocation is made, then at an amount equal to the Replacement Price.

R-5.2.5 Amendment to Address Change In Law. Nothing in this Section R5.2 shall be construed to preclude the Parties from agreeing to amend the Confirmation to permit a Seller to perform its obligations in a REC Transaction as to which a Change in Law has occurred.

R-6 Seller Representations and Warranties. In each REC Transaction, Seller represents and warrants to Purchaser the following:

R-6.1 As of both Delivery and passage of title, Seller has and conveys to Purchaser all right, title, interest in and to the REC and all Environmental Attributes underlying the REC as required by the Confirmation, and the exclusive right to any and all Reporting Rights Seller may have in or to the REC and Environmental Attributes, free and clear of any liens, security interests, or other encumbrances. .
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R-6.2 As of both Delivery and passage of title, the REC and Environmental Attributes conform to the requirements of the REC Transaction.

R-6.3 If the REC Transaction is Regulatorily Continuing (and an Applicable Program is designated in the Confirmation), subject to any limits upon Seller’s obligations under Section R-5.2.4, as of both Delivery and passage of title, that the REC and Environmental Attributes conform to the requirements of the designated Applicable Program as such requirements exist on the Effective Date and the Transfer Date.

R-6.4 If the REC Transaction is Not Regulatorily Continuing (and an Applicable Program is designated in the Confirmation), as of both Delivery and passage of title, that the REC and Environmental Attributes conform to the requirements of the designated Applicable Program as such requirements exist on the Effective Date.

R-6.5 With respect to deliveries of Energy in REC Transactions for Firm Bundled REC, Contingent Resource Bundled REC, and Facility As-Run Bundled REC, that Seller has complied with the representations and warranties stated in Section 33 of the Agreement.

SELLER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED,

INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

R-7 Records; Confidentiality
R-7.1 Correction of Records. If any statement, charge or computation concerning a REC Transaction is inaccurate, the Parties promptly shall make any adjustments to records as reasonably necessary to correct such inaccuracy, and make any adjustment of payments required to correspond to the corrected records, provided, .
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that Purchaser shall not be required to pay a higher Contract Price or accept a lower Contract Quantity than the Confirmation requires.

R-7.2 Exception to Confidentiality. Purchaser has the right to disclose to any Governmental Authority having jurisdiction over Purchaser, or to any voluntary Applicable Program and the person or entity specified by the rules of procedures of the voluntary Applicable Program to perform certification, any information necessary to demonstrate Purchaser’s compliance with an Applicable Program (whether or not designated in the Confirmation); provided, however, that Purchaser shall use reasonable efforts to minimize the scope of any such disclosure and shall require, as may be feasible, that the recipient maintain the confidentiality of any documents or confidential information governed by the provisions of Section 30.1 of the Agreement, including, if permitted under applicable procedures of the Governmental Authority or such administrator, and subject to any applicable public records laws, seeking a protective order or similar protective mechanism in connection with any disclosure. With respect to a REC, Purchaser also has the right to disclose the following to any customer or affiliate of Purchaser that is participating in any voluntary or mandatory Applicable Program: the Renewable Energy Source, the location of any Renewable Energy Facility designated in the Confirmation, and monthly generation quantities of energy underlying the REC.

R-8 Uncontrollable Force. The following is substituted for the first sentence of the second paragraph of Section 10 of the Agreement:

The following shall not be considered “Uncontrollable Forces”: (i) Seller’s cost of producing or obtaining the REC or energy (or ability to sell the REC or energy at a price exceeding the Contract Price); (ii) the loss or failure of Seller’s supply, .
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including materials or equipment; or (iii) Purchaser’s inability economically to use or resell the REC or energy.

The following is added at the end of the second paragraph of Section 10 of the Agreement:

If production of energy at a Renewable Energy Facility designated in the Confirmation is curtailed due to an Uncontrollable Force, any production during the period of such curtailment shall be allocated as follows: first, among all purchasers of Firm RECs, Firm Bundled RECs, Resource Contingent RECs, Resource Contingent Bundled RECs, and energy purchased under Service Schedules B and C, proportionately to such purchasers’ contract quantities under contracts with Seller during such period and subject to any priorities or shares stated in the Confirmation, and second, to all purchasers of Facility As-Run RECs, Facility As-Run Bundled RECs and energy purchased under Service Schedule A, proportionately to such purchasers’ contract quantities under contracts with Seller during such period and subject to any priorities or shares stated in the Confirmation.

R-9 Remedies for Non-Performance.

R-9.1 Damages. Section 21.3 of the Agreement, as modified in this Section 9, applies to REC Transactions.

R-9.1.1 Failure to Receive or Deliver in Unbundled REC Transactions. This Section R-9.1.1 applies to REC Transactions for Firm REC, Resource Contingent REC, and Facility As-Run REC. Section 21.3(a)(3) and (5) of the Agreement are inapplicable. Section 21.3(a)(1) of the Agreement is modified as follows:

If Purchaser refuses to Accept Delivery of RECs Delivered by Seller in accordance with the Confirmation, then Purchaser shall .
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be liable to Seller for the product of (i) and (ii) where (i) is the amount, if any, by which the Contract Price exceeded the Resale Price and (ii) is the amount by which the quantity of RECs Purchaser refused to Accept was less than the Contract Quantity, subject to any limitations stated in the Confirmation.

21.3(a)(2) is modified as follows:

If Seller fails to Deliver RECs to Purchaser in accordance with the Confirmation, then Seller shall be liable to Purchaser for: (a) the product of (i) and (ii) where (i) is the amount, if any, by which the Replacement Price exceeded the Contract Price and (ii) is the amount by which the quantity of RECs Seller Delivered was less than the Contract Quantity; plus (b) if an Applicable Program is specified, the amount, if any, of penalties and alternative compliance payments a Governmental Authority required Purchaser to pay due to Seller’s non-performance, and which penalties or alternative compliance payments are no longer subject to judicial review, subject to any limitations stated in the Confirmation.

R-9.1.2 Failure to Receive or Deliver in Bundled REC Transactions. (a) Price Not Allocated between REC and Energy. This Section R-9.1.2(a) applies to REC Transactions for Firm Bundled REC, Resource Contingent Bundled REC, and Facility As-Run
Bundled REC, and in which the Confirmation does not allocate .
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the Contract Price between the REC and Energy. Section

21.3(a)(1) of the Agreement is modified as follows:

If Purchaser refuses to Accept Delivery from Seller in
accordance with the Confirmation, then Purchaser shall be liable to Seller for: (a) the product of (i) and (ii) where (i) is the amount, if any, by which the Contract Price exceeded the Resale Price, and (ii) is the amount by which the quantity of RECs and Energy Purchaser refused to Accept was less than the Contract Quantity, plus (b) the amount of transmission charge(s), if any, for firm transmission service upstream of the delivery point, which Seller incurred to achieve the Resale Price, less the reduction, if any, in transmission charge(s) achieved as a result of the reduction in Purchaser’s schedule or receipt of Energy (based on Seller’s
commercially reasonable efforts to achieve such reduction), subject to any limitations stated in the Confirmation. If the Purchaser refused to Accept Delivery of RECs but Accepted Delivery of Energy, then Purchaser shall pay Seller for such received Energy at the Resale Price of the Energy; if the Purchaser refused to Accept Delivery of Energy but
Accepted Delivery of RECs, the Purchaser shall pay Seller for Accepted RECs at an amount equal to the Contract Price less the Resale Price of the Energy.

Section 21.3(a)(2) of the Agreement is modified as follows:
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If Seller fails to Deliver to Purchaser in accordance with the Confirmation, then Seller shall be liable to the Purchaser for:
(a) the product of (i) and (ii) where (i) is the amount, if any, by which the Replacement Price exceeded the Contract
Price, and (ii) is the amount by which the quantity of RECs and Energy Delivered was less than the Contract Quantity; plus (b) the amount of transmission charge(s), if any, for firm transmission service downstream of the delivery point,
which Purchaser incurred to achieve the Replacement Price, less the reduction, if any, in transmission charge(s) achieved as a result of the reduction in Seller’s schedule or delivery of Energy (based on Purchaser’s commercially reasonable
efforts to achieve such reduction), plus (c) if an Applicable Program is specified, the amount, if any, of penalties and alternative compliance payments a Governmental Authority required Purchaser to pay due to Seller’s non-performance, and which penalties or alternative compliance payments are no longer subject to judicial review, subject to any
limitations on such amounts stated in the Confirmation. In the event Seller Delivers Energy but not RECs, and
regardless of Purchaser’s receipt of Energy, Purchaser shall not be required to pay Seller for such Energy.
(b) Price Allocated between REC and Energy. This Section R9.1.2(b) applies to REC Transactions for Firm Bundled REC, .
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Resource Contingent Bundled REC, and Facility As-Run
Bundled REC, in which the Confirmation sets forth an allocation of the Contract Price between the REC and energy.
(i) If Purchaser refuses to Accept Delivery of RECs in
accordance with the Confirmation, then Purchaser shall
be liable to Seller as set forth in Section R-9.1.1.
(ii) Subject to part (v) of this Section, if Seller fails to Deliver RECs in accordance with the Confirmation, then
the Seller shall be liable to Purchaser as set forth in Section R-9.1.1.
(iii) If Purchaser refuses to receive Delivery of Energy in accordance with the Confirmation, then Section 21.3(a)
of the Agreement shall apply as set forth in the
Agreement without modification by this Service
Schedule R.
(iv) If Seller fails to Deliver Energy in accordance with the Confirmation, then Section 21.3(a) of the Agreement
shall apply as set forth in the Agreement without
modification by this Service Schedule R.
(v) In the event Seller Delivers Energy but fails to Deliver RECs, and regardless of Purchaser’s receipt of Energy,
Purchaser shall not be required to pay Seller for such
Energy.

R-10 Other Modifications of the Agreement for REC Transactions. .
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R-10.1 Revised Agreement Definitions. For purposes of REC Transactions, the following revisions to definitions contained in Section 4 of the Agreement shall apply:

R-10.1.1 Contract Quantity: The amount of RECs and, if applicable, Energy, to be supplied for a transaction under the Agreement.

R-10.1.2 Power Marketer: An entity which buys, sells, and takes title to RECS, electric energy, transmission and/or other services from traditional utilities and other suppliers.

R-10.1.3 Physically Settled Option: Includes (i) a call option which is the right, but not the obligation, to buy an underlying REC and/or power product as defined under Service Schedule R according to the price and exercise terms set forth in the Confirmation; and (ii) a put option which is the right, but not the obligation, to sell an underlying REC or power product as defined under Service Schedule R according to the price and exercise terms set forth in the Confirmation.

R-10.1.4 Replacement Price: The price at which the Purchaser, acting in a commercially reasonable manner, effects a purchase of substitute REC(s), capacity and/or energy in place of the REC(s), capacity and/or energy not Delivered (for REC(s) and/or energy) or made available (for capacity only) by the Seller or, absent such a purchase, the market price for such quantity of REC(s), capacity and/or energy, as determined by the Purchaser in a commercially reasonable manner, for Energy at the delivery point specified in the Confirmation. Substitute REC(s) must .
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be similar in all material respects to the REC(s) specified in the Confirmation.

R-10.1.5 Resale Price: The price at which the Seller, acting in a commercially reasonable manner, effects a resale of the REC(s), capacity and/or energy not received by the Purchaser or, absent such a resale, the market price for such quantity of REC(s), capacity and/or energy, as determined by the Seller in a commercially reasonable manner, for Energy at the delivery point specified for the transaction in a Confirmation.

R-10.2 Notices. Section 12.2 of the Agreement is revised by inserting “RECs or” before the phrase “capacity and/or energy.”
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SERVICE SCHEDULE R
ANNEX 1 - DEFINITIONS
“Acceptance” has the meaning given in Sections R-3.1.2 or R-3.2.2, as applicable. “All Attributes” has the meaning given in Section R-2.4.1. “Applicable Program” means (a) a program adopted by a Governmental Authority that requires the sale, purchase, or use of energy generated or produced by a facility that converts renewable natural resources such as wind, sunlight, rain, tides, geothermal heat, hydro, or biomass into electric energy, including any Renewable Portfolio Standard (RPS) adopted by a Governmental Authority and all Governing Law that pertains thereto, or (b) a voluntary program for reporting, crediting or attributing RECs and all rules, standards and procedures adopted by the administering organization that pertain thereto.
“Attestation” means (a) the Seller’s written statement, certified as true and correct by an authorized officer of Seller, that the REC is Delivered and title to the REC has been transferred to the Purchaser, and that the Seller has taken all steps to effect transfer of the REC required by any Tracking System designated in the Confirmation, and (b) that satisfies the requirements of any Applicable Program designated in the Confirmation or is a generation information system record of ownership transfer. Annex 2 Exhibit 1 is a template for use of the Parties; an agreed form of Attestation should be included as a part of the Confirmation, and the agreed form will suffice as an Attestation regardless of whether or not it meets the criteria of this definition. “Change in Law” has the meaning given in Section R-5.2.2(a). “Deliver” has the meaning given in Sections R-3.1.1 or 3.2.1, as applicable. “Effective Date” means the date both Parties have executed the Confirmation, or which the Parties otherwise specify in the Confirmation.
“Environmental Attribute” means the following, unless a Tracking System is designated in the Confirmation, and such Tracking System defines “Environmental Attribute,” in which case the Tracking System’s definition of “Environmental Attribute” shall control: a characteristic concerning or affecting the environment created by or resulting from the generation of electric energy by a Renewable Energy Source, and which capable of measurement, verification, or calculation. The term does not include tax credits or other tax benefits under any law or other direct third-party subsidies for generation of electric energy by a Renewable Energy Source. The term includes “non-energy attributes” under Oregon law and “non-power attributes” under Washington law. By way of example, the term may include the following: avoided emissions of CO2 or other gases, or avoided water use (but not water or other rights or credits required under an Applicable Program to site and develop the Renewable Energy Facility itself). “Facility As-Run REC” has the meaning given in Section R-2.3.5. “Facility As-Run Bundled REC” has the meaning given in Section R-2.3.6(a). .
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“Firm Bundled REC” has the meaning given in Section R-2.3.2. “Energy” in the case of a Firm Bundled REC refers to Firm Capacity/Energy Sale or Exchange Service under Service Schedule C as may be modified by Service Schedule R, in the case of a Resource Contingent Bundled REC refers to Unit Commitment Service under Service Schedule B as may be modified by Service Schedule R, and in the case of Facility As-Run Bundled REC refers to Economy Energy Service under Service Schedule A as may be modified by Service Schedule R.
“Firm REC” has the meaning given in Section R-2.3.1.
“Fuel Impediment” means the reduction or lack of wind or sunlight, excessive wind, or other insufficiency or excess of a Renewable Energy Source (excluding biomass), that causes a reduction or cessation of generation of electric energy by a Renewable Energy Facility. “Forced Outage” means the removal from service availability of a generating unit, transmission line, or other facility for emergency reasons, or the condition in which the equipment is unavailable due to unanticipated failure (such unanticipated failure does not include a Fuel Impediment). “Governing Law” has the meaning given in Section 24 of the Agreement as that Section may be modified by Section R-5.1.
“Governmental Authority” means the United States, a State thereof, any political subdivision or governmental body thereof, including any department or agency, with jurisdiction over a Party or an Applicable Program.
“Not Regulatorily Continuing” has the meaning given in Section R-5.2.2(b). “Program Attributes” has the meaning given in Section R-2.4.2. “Regulatorily Continuing” has the meaning given in Section R-5.2.2(a). “REC” refers to a renewable energy certificate and means a credit or certificate representing Environmental Attributes created by or resulting from the generation of one (1) megawatt hour of electric energy by a Renewable Energy Source, subject to the terms and conditions stated in the Confirmation.
“REC Product” has the meaning given in Section R-2.2.
“REC Transaction” has the meaning given in Section R-2.1. “Resource Contingent REC” has the meaning given in Section R-2.3.3. “Resource Contingent Bundled REC” has the meaning given in Section R-2.3.4(a). .
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“Renewable Energy Facility” means an electric generation unit or other facility or installation capable of producing or emitting electric energy using a Renewable Energy Source. “Renewable Energy Source” means (a) a resource that is recognized as a renewable energy source under an Applicable Program designated in the Confirmation, or (b) if no Applicable Program is designated in the Confirmation, a natural resource from or through which electric energy can be generated, including wind, solar, geothermal, landfill gas, wave, tidal, thermal ocean technologies, and hydroelectric power, and excluding fossil carbon-based, non-renewable, or radioactive fuel. “Reporting Rights” means the right to report and register the exclusive ownership of the REC or Environmental Attributes under Governing Law or any other laws, regulations, orders or judicial precedents of the government of the United States of America or any department or agency thereof, or any State or political subdivision thereof, including mandatory and voluntary reporting, and including reporting under section 1605(b) of the Energy Policy Act of 1992 and any foreign or international emissions trading or reporting program.
“Scheduled Maintenance” means an outage or partial outage scheduled to perform the necessary normal maintenance on a generating unit, transmission line, or other facility to preserve the reliability of the unit or overall system reliability, including scheduled outages for such maintenance.
“Tracking System” means the entity, if any, the Parties designated in the Confirmation that will perform REC tracking and accounting functions, including receiving evidence of generation of the REC and crediting the resulting REC to the Purchaser’s account. “Transfer Date” means the date specified in the Confirmation, no later than which Seller must make Delivery as defined in Sections R-3.1.1 or R-3.2.1, as applicable. “Vintage” means the period in which the REC was or will be created. .
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SERVICE SCHEDULE R ANNEX 2

FORM OF

REC TRANSACTION CONFIRMATION

IDENTIFICATION OF PARTIES
Name of Seller: Name of Purchaser:
_______________________________ ____________________________________ Seller Information: Purchaser Information:
_______________________________ _______________________________ Contact Contact
Tel (O): _____________________ Tel (O): ___________________ Tel (Cell): _____________________ Tel (Cell): ___________________ E-mail: ________________________ E-mail: ________________________ Fax: ________________________ Fax: ________________________ Contact information is subject to change by notice.

ADDRESSES FOR FORMAL NOTCES:

Purchaser: Seller
_____________________________ _____________________________ _____________________________ _____________________________ _____________________________ _____________________________ _____________________________ _____________________________ INCORPORATED DOCUMENTATION (any “long form” or other bilateral agreements between the Parties applicable to this Confirmation and incorporated herein) ________________________________________________________________

REC TRANSACTION TERMS
REC Product (e.g., Firm REC, Firm Bundled REC, etc.) (see Section R-2.3):
__________________________________________________________ .
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Vintage of REC already created or period of generation for REC to be created (mm/yyyy) __________________________________________________________ Contract Quantity (stated either on a megawatt hour basis or percentage of output of a designated Renewable Energy Facility)
____________________
Transfer Date (generally the Effective Date of this Confirmation for REC that already exists, and future date for REC to be generated after Effective Date) ____________________
Contract Price:
___________________
Allocation, if agreed:

REC:
_________________________
Energy:
_________________________
Environmental Attributes (Check One)
□ All Attributes (this designation is effective only if a Renewable Energy Source or Renewable Energy Facility is designated below)
□ Program Attributes (this designation is effective only if an Applicable Program is identified below) (Note: WREGIS and possibly other Tracking Systems will not recognize a Program Attributes REC, or may treat it as an All Attributes REC) Applicable Program (required for Program Attributes; not required for All Attributes, but designation establishes the minimum Environmental Attributes required by a designated Applicable Program). Also required for recovery of penalties and alternative compliance payments (Section R-9.1). Designation should include detailed information, including any applicable legal citations, to assure adequate description of the program. ______________________________________________________________ Designation of Renewable Energy Source or Renewable Energy Facility (required for All Attributes).
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Renewable Energy Source: ___________________________________________ Renewable Energy Facility
Name: _______________________
Location: ___________________________________
Generation Information System number: _________________ Tracking System number: ________________________
Fuel (wind, solar, etc.: __________________
Change in Law Provisions (Check One)
□ Regulatorily Continuing (Section R-5.2.2(b), requiring that Seller make commercial reasonable efforts to obtain compliance with Changes in Law in the designated Applicable Program. If checked, state any agreed maximum costs of such efforts (if no maximum is stated, then no maximum applies):
$______________
□ Not Regulatorily Continuing (Section R-5.2.2(c)).

Tracking System(s) if any: (if none specified, then Delivery occurs by Attestation and not by Tracking System crediting)
Damages. Damages include reimbursement for penalties and alternative compliance payments, subject to any agreed cap on this damages component, which can be zero (Section R-9.1):
$ __________________
Any agreements concerning forward certificates in WREGIS or other Tracking System Expedition ) (Section R-3.3.1):
_______________________________________________________________

TERMS APPLICABLE TO ENERGY IF INCLUDED IN REC PRODUCT
Period (Schedule) of Delivery: From __\__\__ To __\__\__ Schedule (Days and Hours): __________________
Delivery Rate:________________________________
Delivery Point(s): __________________________
Contract Quantity (specify all details): _______________ .
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Transmission Path for the Transaction (If Applicable):__________________

EFFECTIVE DATE AND OTHER PROVISIONS
Effective Date (no earlier than mutual execution of this Confirmation) ______________________________
Other provisions: ________________________________________________ [generally stated in attachment to the Confirmation]
The Parties agree to the REC Transaction set forth herein as of the Effective Date Seller Purchaser
Signed: __________________________
Name: ___________________________
Signed: ____________________________
Name: ____________________________
Date: _______________________ Date: _____________________ .
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Item 14 Page 202 of 230
ANNEX 2, Exhibit 1
Form of Attestation To Be Included As Exhibit To Confirmation Attestation Of [Seller] (“REC Generator”)
Of Sale, Transfer, and Delivery Of Renewable Energy Certificate to [Purchaser] “Purchaser”
Party and Contact Information:
[Insert names and addresses of Parties, address, and contact information] Attestation:

I, [name of attesting officer], the [title] of Seller, declare and certify that Seller sold and delivered Elect one:
___ Environmental Attributes Only
___ Bundled with electricity
to Purchaser, and further, that

1. Was generated by the Renewable Energy Facility (“REF”) designated below and sold, transferred and delivered, subject to receipt of payment, to Purchaser.

2. Is associated with electricity delivered into the [insert delivery area] in compliance with applicable energy delivery rules.

REF
Generator
Name and
Number
Technology
Type
Fuel Type
(Renewable
Energy
Source)
Generation
Period
(mm/yy)
Generator First
Day of Operation
The above statements are true and correct to the best of my knowledge, and based on my duly diligent inquiry. This Attestation may serve as a Bill of Sale to document, in accordance with the Confirmation, the transfer from Generator to Purchaser of all of Seller’s right, title and interest in and to the REC and environmental attributes it represents, as set forth above.

Either Party may disclose this Attestation to others, including a Tracking System, public utility commissions and other regulatory bodies having jurisdiction over Purchaser, and administrators of voluntary green energy programs, to substantiate and verify the accuracy of the Parties’ compliance, advertising and public claims.

Signature:
___________________________ Date ____________________
Print Name: ___________________________
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Item 14 Page 203 of 230

SCHEDULE Q

FERC ACCEPTED SELLER-SPECIFIC COST-BASED RATE SCHEDULES Note: Each rate schedule included in this Schedule Q is applicable solely to the Member which submitted that rate schedule to FERC, and not to any other Member.

INDEX
Name of Member FERC Order Re Underlying Rate Schedule
Arizona Public Service Company Letter Order, Docket No. ER16-1877-000 (July 15, 2016) Nevada Power Company Letter Order, Docket No. ER11-1832-000 (Nov. 23, 2010) PacifiCorp Letter Order, Docket No. ER16-1964-000 (Aug. 16, 2016) Public Service Company Letter Order, Docket No. ER15-678-000 (Feb. 4, 2015) of Colorado
Sierra Pacific Power Company Letter Order, Docket No. ER14-1420-000 (Apr. 15, 2014) Southwestern Public Service Letter Order, Docket No. ER08-857-001 (Aug. 28, 2008) Company
Westar Energy, Inc. Letter Order, Docket No. ER11-3233-000 (May 26, 2011) .
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WSPP AGREEMENT SCHEDULE Q FOR ARIZONA PUBLIC SERVICE COMPANY Determination of Ceiling Rates Applicable to Sales Made by Arizona Public Service Company Under the WSPP Agreement
I. DEFINITIONS
The following terms shall have the specified meaning when used in any Transaction between Arizona Public Service Company (“APS”) and any Customer pursuant to this Cost-Based Tariff (“Tariff”):

1. APS: Arizona Public Service Company or any successor-in-interest to Arizona Public Service Company.

2. Commission: The Federal Energy Regulatory Commission, or any successor federal agency having jurisdiction over this tariff.

3. Customer: Any entity entering into a Transaction with APS under this Tariff.

4. System Incremental Cost: (“SIC”) System Incremental Cost means, with respect to a Transaction, all reasonably forecasted incremental generation, power purchase, and other, related costs that APS would not otherwise incur if such Transaction is not entered into. System Incremental Cost shall include, but not be limited to, costs associated with fuel, labor, variable operation and maintenance, start-up, shutdown, fuel handling, regulatory commission charges, emission allowance and other environmental compliance costs, transmission losses, wheeling charges, any applicable taxes or assessments based on the revenues received or quantities sold under the Transaction, and with respect to capacity and energy purchased from a third party, the total forecasted amount that would be paid for that capacity and energy by APS. For purchases of energy and capacity by APS, System Incremental Cost will also include, but not be limited to, regulatory commission charges, emission allowances, transmission losses, wheeling charges and taxes.

5. Tariff: This Cost-Based Tariff, as it may be amended and/or superseded from time to time.

6. Transaction: An individual transaction scheduled pursuant to this Tariff.

7. Party: References to a Party shall mean either APS or the Customer, who collectively shall be referred to as “Parties.”
II. AVAILABILITY
Service under this Tariff shall be available to Customers for Transactions that have a duration as agreed to by the Parties under the Service Agreement.

III. SALES OF ELECTRIC CAPACITY AND/OR ENERGY
APS and Customers may enter into Transactions under this Tariff from time-to-time. All .
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Item 14 Page 205 of 230
such Transactions shall be voluntary on the part of APS and the Customer(s). APS at its sole discretion will determine the amounts of and times that electric capacity and/or energy is to be made available under this Tariff prior to entering into a Transaction.

IV. RATES

1. A Transaction will be priced at rates established by agreement between Seller and Buyer, provided that the sum of all charges with respect to each Transaction may be up to but shall not exceed the sum of:
a) A demand charge, equal to, as appropriate:
i. $9,233 /MW/month;
ii. $2,131 /MW/week;
iii. $426 /MW/day, provided the total demand charge in any week, pursuant to a sale of daily electric power, shall not exceed the weekly rate times the highest amount in
megawatts of purchased electric power in any day during such week; or
iv. $26.63 /MW/hour, provided that the total demand charge in any day, pursuant to a sale of hourly electric power, shall not exceed the daily rate times the highest amount in megawatts of purchased electric power in any hour
during such day, and the total demand charges in any
week, pursuant to a sale of hourly or daily electric power, shall not exceed the weekly rate times the highest
amount in megawatts of purchased electric power in any
such week; and
b) The System Incremental Cost, forecasted at the time the Transaction is executed, plus 10% of the forecasted System Incremental Cost; and c) The cost of transmission service and any ancillary services purchased by APS and resold to Customer, as known or forecasted at the time the Transaction is executed.

V. EXPANSION OF FACILITIES
APS will have no obligation under this Tariff to plan its system or modify its facilities in order to provide service hereunder.

VI. OTHER TERMS AND CONDITIONS
Except to the extent otherwise specifically agreed to by the Parties, all Transactions under APS’s Schedule Q shall be governed by the terms and conditions set forth in the WSPP Agreement.
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Item 14 Page 206 of 230

COST-BASED RATE SCHEDULE
FOR

PACIFICORP
Determination of Ceiling Rates Applicable to Cost-Based Sales Made by PacifiCorp

1. The following rates shall be applicable to any cost-based sale of power and/or energy made by PacifiCorp (1) pursuant to the applicable terms and conditions of the WSPP Agreement, including under Service Schedule A (Economy Energy Service), Service Schedule B (Unit Commitment Service), and Service Schedule C (Firm Capacity/Energy Sale or Exchange Service), and (2) for a term of less than one year.

2. The rates for any cost-based power and/or energy sale made by PacifiCorp pursuant to the applicable terms and conditions of the WSPP Agreement from PacifiCorp’s generating resources shall not exceed the following:
(i) Maximum Demand Charge:

The Maximum Demand Charge shall be capped using the following methodology: