Vernon City Council
October 20, 2026

SCPPA MGSA (Rev. Sept. 12, 2023) Richard Heath & Associates, Inc. 1 MASTER GOODS AND SERVICES AGREEMENT

BETWEEN

SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY
AND
RICHARD HEATH & ASSOCIATES, INC.

This MASTER GOODS AND SERVICES AGREEMENT (“Agreement”) is dated and effective March 20, 2025, by and between Richard Heath & Associates, Inc. ("Consultant" or “RHA”), a California Corporation, located at 590 W. Locust Street, Suite 103, Fresno, CA 93560, and Southern California Public Power Authority ("SCPPA"), a joint powers agency created pursuant to the laws of the State of California, with offices at 1160 Nicole Court, Glendora, California 91740. SCPPA and Consultant are also referred to herein individually as “Party” and together as “Parties.” Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference.

WHEREAS, SCPPA member utilities (“Members”) are engaged in the generation, transmission, and distribution of electrical energy to retail customers; and WHEREAS, SCPPA has been formed for the purpose of undertaking the planning, financing, development, acquisition, construction, reconstruction, improvement, enlargement, betterment, operation, or maintenance of projects involving the generation, transmission, and distribution of electrical energy for the benefit of its Members (“Purpose”); and WHEREAS, SCPPA has a need for goods and/or professional and technical services including studies and reports to facilitate SCPPA’s Purpose and that support its Members’ procurement of generation and transmission resources and their obligation to first acquire energy efficiency and demand reduction resources that are cost effective, reliable, and feasible as mandated by Section 9615 of the California Public Utilities Code; and WHEREAS, Consultant is qualified and capable of providing the goods and/or services specified herein which are consistent with SCPPA’s Purpose.

NOW, THEREFORE, in consideration of the premises herein and for other good and valuable consideration, the Parties agree as follows:

1. Work to be Provided:

SCPPA engages Consultant to provide goods and/or services and related tasks (“Goods” or “Services,” respectively, or collectively “Work”) outlined in Exhibit A for itself and its SCPPA MGSA (Rev. Sept. 12, 2023) Richard Heath & Associates, Inc. 2 Members to utilize pursuant to one or more separate task orders (“Task Order”) substantially in the form attached hereto as Exhibit C. The Work performed and provided by Consultant under all Task Orders shall be based upon the price terms listed in Exhibit B, provided that in no event shall the payments to Consultant exceed the designated maximum amount listed in Exhibit B for all Task Orders under this Agreement. Each Task Order shall specify the tasks and assignments from among the Work identified in Exhibit A, to be performed and provided by Consultant. Each Task Order may include a cap for all payments for Work performed and provided under each individual Task Order and a time schedule for completion of the Work.

Any Member that elects to participate in any individual Task Order is referred to herein as the "Participating Member."

2. Consultant’s Services and Personnel:
(a) Independent Contractor. Consultant is an independent contractor. Neither the Consultant nor the Consultant’s employees or agents are employees of SCPPA or any Member and shall not be entitled to any employment benefits or rights afforded by SCPPA or Members to their employees, including, but not limited to, sick leave, vacation leave, paid leave, holiday pay, retirement benefits, worker’s compensation, or other insurance benefits.

Consultant hereby warrants that: (1) The Consultant and its employees and agents are free from the control and direction of SCPPA and its Members in connection with the performance of the work to be provided hereunder, both under this contract and in fact, (2) The Consultant and its employees and agents perform work that is outside the usual course of SCPPA’s business, and (3) the Consultant and its employees and agents performing Work under this Agreement are customarily engaged in an independently established trade, occupation, or business of the same nature as that involved in the Work to be performed under this Agreement. Consultant shall furnish the Work according to its own manner and methods except as required by applicable laws and this Agreement. Consultant shall have no authority, express or implied, to act on behalf of or bind SCPPA or Members to any obligation in any capacity whatsoever as agent or otherwise. (b) Subcontractors. Consultant may use the services of subcontractors to perform a portion of its obligations under this Agreement with the prior written approval of SCPPA. All subcontractors retained by Consultant shall be duly licensed as required by law.

Subcontractors shall be provided with a copy of this Agreement and Consultant shall cause all subcontractors to comply with the same and agree in a separate writing to be bound by its terms. Consultant shall be the responsible party with respect to all actions of its subcontractors. Consultant’s visit to and time spent at SCPPA, Member, or project site locations shall be subject to normal business hours, appropriate safety standards, and security requirements.
(b) Prevailing Wages. Work by persons deemed to be employees of Consultant may be subject to prevailing wages under California Labor Code 1770 et seq. Consultant is solely SCPPA MGSA (Rev. Sept. 12, 2023) Richard Heath & Associates, Inc. 3 responsible for compliance with prevailing wage requirements, where applicable.

Consultant shall be responsible for determining the applicability of the provisions of California Labor Code and complying with the same, including, without limitation, obtaining from the Director of the Department of Industrial Relations the general prevailing rate of per diem wages and the general prevailing rate for holiday and overtime work, making the same available to any interest party upon request, paying any applicable prevailing wage rates, posting copies thereof at the jobsite, and following all applicable prevailing wage rate requirements to its subcontractors. Proof of these requirements shall be provided to SCPPA upon request.
(d) Indemnity. Consultant shall indemnify, defend, and hold harmless SCPPA and Members, and their respective officers, employees, assigns, and successors in interest from and against any and all liability, claims, suits, demands, damages, fines, penalties, wages, costs or expenses pertaining to (i) prevailing wage laws and (ii) the payment of any employee and/or employer contributions for the California Public Employees Retirement System (“PERS”) benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions which would otherwise be the responsibility of SCPPA or Members. This indemnification is intended to supplement and is not intended to limit or exclude the application of the indemnification requirements provided in Section 8 hereof.

3. Standard of Care:

The Consultant will perform Work under this Agreement with the degree of skill and diligence normally practiced in the same industry by consultants performing the same or similar work.

Consultant shall comply with all Federal, State, County, local and other governing laws, rules and regulations applicable to the performance of the Work under this Agreement, including Participating Member(s) business practices or other requirements as set forth in any applicable Task Order, including, but not limited to, equal opportunity practices, living wage ordinances, applicable business licenses, taxpayer protection acts (limiting gifts or campaign contributions), and assignment of antitrust causes of action. Consultant represents and warrants that it is appropriately licensed, qualified, and experienced to provide the Work. Consultant acknowledges that it may be subject to the requirements of the California Consumer Privacy Act (“CCPA”) and the California Privacy Rights Act and represents that all Work performed hereunder shall comply with such requirements where applicable. If requested, Consultant agrees to execute a non-disclosure agreement or other ancillary agreement to document Member-specific requirements for purposes of addressing CCPA, California Public Records Act (“CPRA”), California Privacy Rights Act, confidentiality and/or cybersecurity concerns.

4. Amendments:

Amendments to this Agreement must be in writing and signed by both Parties. No Task Order issued under this Agreement may be amended except by written agreement executed by Consultant, SCPPA and the Participating Member, provided further that if a Participating Member has elected to confirm its Task Order participation through a letter to SCPPA, the SCPPA MGSA (Rev. Sept. 12, 2023) Richard Heath & Associates, Inc. 4 Participating Member shall have submitted a new letter to SCPPA requesting the amendment to the Task Order prior to SCPPA’s execution of the amended Task Order.

5. Payment:

SCPPA shall pay Consultant for Work in accordance with the terms of this Agreement and the applicable Task Order. Consultant is not authorized to perform any Work or incur any costs whatsoever until: (1) a Task Order has been signed by both Parties (and the Participating Member has signed either the Task Order or a letter to SCPPA confirming the Participating Member’s participation in the Task Order); and (2) a written purchase order providing authorization for the start of Work for such Task Order has been issued to the Consultant by the SCPPA designated representative. In addition to any specific requirements in a Task Order, each invoice from Consultant shall include the following:
a. A reference to the purchase order number issued by SCPPA for such Work to be performed under the Agreement and Task Order and any other number assigned by SCPPA for invoices under this Agreement;
b. Name of each Participating Member that has received Goods and/or Services for which the invoice is being issued by Consultant; and
c. The basis for the amount invoiced, including a description of Goods and/or Services provided and supporting documentation as required by the participating SCPPA Member.

Consultant shall submit all invoices to SCPPA. Consultant shall submit invoices at no more than monthly intervals and no later than the invoicing dates specified in the milestone payment schedule set forth in a Task Order, and if no milestone payment schedule is set forth in a Task Order, then no later than thirty (30) days after completion of the Work covered by the invoice.

Invoices delivered to SCPPA shall be sent to [email protected]. Invoices received by SCPPA on or before the 15th day of a given month and subsequently approved by the Participating Member(s) on or before the 25th day of the same month, shall be paid by SCPPA before the end of the following month. All other properly invoiced amounts shall be paid not more than sixty (60) calendar days after delivery of an invoice, provided that the funds for the payment of such invoices have been transmitted to SCPPA by the Participating Member(s).

SCPPA shall inform Consultant of any disputed invoice amounts within thirty (30) calendar days of receipt of the invoice by SCPPA. SCPPA may withhold payment of such disputed amounts until both Parties have reached agreement on the proper amount of the invoice.

6. Taxes:

All taxes imposed on Consultant’s income, imposed, or assessed by reason of this Agreement or its performance, including but not limited to sales or use taxes, shall be paid by Consultant.

Consultant shall be responsible for any taxes or penalties assessed by reason of any claims that SCPPA MGSA (Rev. Sept. 12, 2023) Richard Heath & Associates, Inc. 5 Consultant is an employee of SCPPA.

7. Audit:

During the Agreement’s term and for a period of four years after the termination or expiration of the Agreement, Consultant shall (a) maintain all records, books, papers, or documents related to Consultant’s performance of the Agreement (“Records”); and (b) provide SCPPA or its representatives, at all reasonable times, the right to examine, excerpt, photocopy, photograph, or transcribe such Records, including but not limited to direct and indirect charges and detailed documentation for Work that Consultant has performed or will perform under the Agreement.

8. Indemnity:

To the maximum extent permitted by law, Consultant shall defend, indemnify, and hold harmless SCPPA and Members and their respective officers, employees, assigns and successors in interest (collectively, “Indemnified Parties”) from and against any and all suits and causes of action, claims, charges, damages, demands, judgments, civil fines and penalties, or losses of any kind or nature whatsoever, whether actual or alleged, arising out of, or incident to, the performance of Services or the supply of Goods under this Agreement, or both (“Claims”) excluding only those Claims arising from the gross negligence or willful misconduct of Indemnified Parties. Consultant shall promptly notify SCPPA of any Claim(s) against the Consultant or any of Consultant’s directors, employees, subcontractors of any tier, or agents, arising out of or related to Services being performed or Goods to be provided under this Agreement.

9. Intellectual Property Infringement:

Consultant shall defend, indemnify, and hold harmless SCPPA and each Participating Member from and against any loss, cost, and expense that SCPPA or each Participating Member incurs because of a claim that any deliverables, materials, software, or hardware or equipment (hereinafter “Product”) provided pursuant to this Agreement infringes on the intellectual property rights of others. Consultant’s indemnification obligation under this Section 9 is conditioned on the following: (i) SCPPA must notify Consultant of any such claim and (ii) the claim must not arise from modifications to or misuse of the Product by SCPPA or the Participating Member. In the event of an infringement claim, Consultant, at its sole option and expense, may (A) retake title and possession of the Product and refund all compensation paid by SCPPA, or (B) obtain for SCPPA and any Participating Member the right to continue using the Product under the terms of this Agreement as was being used prior to the infringement claim; or (C) replace for SCPPA and any Participating Member the Product with another that is substantially equivalent in function, or modify the Product so that it becomes non-infringing and substantially equivalent in function. Consultant’s election in response to an infringement claim as described in this Section 9 shall not result in any additional costs or liability to SCPPA and any Participating Member.

SCPPA MGSA (Rev. Sept. 12, 2023) Richard Heath & Associates, Inc. 6 10. Insurance:

Consultant shall at its sole cost and expense procure, provide, and maintain, and shall require each subcontractor (regardless of tier) to provide and maintain, in effect during the performance of any Work under this Agreement, and with respect to subparagraphs (d) and (e) below, the period of time specified therein, insurance coverage with carriers reasonably satisfactory to SCPPA, as follows:
(a) Workers’ Compensation insurance in accordance with statutory limits, as required by the state in which the services are to be performed, including a waiver of subrogation favoring SCPPA, and Employer’s Liability insurance with limits of not less than one million dollars ($1,000,000) each employee for accident, $1,000,000 each employee for disease, and $1,000,000 policy limit for disease.
(b) Commercial General Liability insurance providing coverage for bodily injury, property damage, personal injury, advertising liability, blanket contractual liability, Consultant’s obligations under this Agreement, products and completed operations, and coverage for independent contractors with limits of not less than one million dollars ($1,000,000) for each occurrence. Such policy shall cover SCPPA and each Participating Member as an additional insured, include a severability of interest provision, and be primary and not contributory with respect to any insurance carried by SCPPA or Participating Members. (c) Commercial Automobile Liability insurance providing coverage for all owned, nonowned, and hired automobiles used by Consultant in the performance of the Work with a combined single limit of not less than one million dollars ($1,000,000) for each occurrence of bodily injury and property damage.
(d) Errors & Omissions/Professional Liability insurance, including coverage for liability arising from intellectual property infringement, information technology and software development services, with limits of one million dollars ($1,000,000) per claim and in the aggregate. The policy must be kept in force during the life of the contract and for three years (either as a policy in force with “prior acts” coverage covering the Agreement’s term, or under an extended reporting provision) after contract termination. (e) Cyber Security Coverage including technology / professional liability insurance, intellectual property infringement, and data protection liability insurance. Consultant shall procure and maintain coverage for cyber liabilities and financial loss resulting or arising from acts, errors, or omissions, in connection with data maintenance, hosting, software development and other information technology services provided under this agreement.

Coverage shall include protection for liability arising from:

1. intellectual property infringement arising out of software and/or content (excluding patent infringement and misappropriation of trade secrets);

2. breaches of security;
SCPPA MGSA (Rev. Sept. 12, 2023) Richard Heath & Associates, Inc. 7 3. violation or infringement of any right, privacy, breach of federal, state, or foreign security and/or privacy laws or regulations; and,

4. data theft, damage, destruction, or corruption, including without limitation, unauthorized access, unauthorized use, identity theft, theft of personally identifiable information or confidential corporate information, transmission of a computer virus or other type of malicious code; and participation in a denial of service attack on a third party.

The minimum limits shall be three million dollars ($3,000,000) for each claim and in the aggregate.

Such insurance must address all of the foregoing without limitation if caused by an employee of the Consultant or an independent contractor working on behalf of the Consultant in performing Work under this contract. Policy must provide coverage for wrongful acts, claims, and lawsuits anywhere in the world. The policy must be kept in force during the life of the contract and for three years (either as a policy in force with “prior acts” coverage covering the Agreement’s term, or under an extended reporting provision) after contract termination.
(f) All required policies shall provide not less than thirty (30) calendar day notice of cancellation to SCPPA.

The insurance to be provided by Consultant under this Agreement shall not include any of the following: except for Professional Liability Insurance, any claims-made insurance policies; any self-insured retention or deductible amount greater than two hundred fifty thousand dollars ($250,000) unless approved in writing by SCPPA; any endorsement limiting coverage available to SCPPA or Participating Members that is otherwise required by this Section 10; and any policy or endorsement language that (i) negates coverage to SCPPA or Participating Members for SCPPA’s or Participating Members’ own negligence; (ii) limits the duty to defend SCPPA or Participating Members under the policy; (iii) provides coverage to SCPPA or Participating Members only if Consultant is negligent, or (iv) permits the recovery of defense costs from any additional insured. The insurance provided under this Agreement shall not contain any restrictions or limitations which are inconsistent with SCPPA’s or the Participating Members’ rights under this Agreement.

Consultant shall furnish SCPPA proof of all specified insurance evidencing the required coverages prior to commencement of Work under this Agreement or any Task Order issued pursuant to this Agreement. Consultant shall provide SCPPA a new or renewed certificate of insurance upon any changes or modifications to coverage including any extension or renewal of required insurance coverage; provided that any changes or modifications to coverage shall be consistent with the requirements of this Agreement.

The insurance requirements set forth in this Section 10 are separate and independent from the indemnification and defense provisions of this Agreement. The insurance provisions do not SCPPA MGSA (Rev. Sept. 12, 2023) Richard Heath & Associates, Inc. 8 limit the applicability, scope, or obligations of indemnification and defense obligations of this Agreement, and this Agreement’s indemnification and defense obligations do not limit the insurance coverage requirements of this Agreement.

11. Term and Termination; Survival:
(a) The term of this Agreement shall be three (3) years from the date hereof at which time it shall either expire or be extended by written agreement of the Parties for one (1) or more additional terms totaling no more than three (3) years, unless sooner terminated in accordance with this Section 11.
(b) Either Party may terminate this Agreement, or any Task Order hereunder, with or without cause, upon thirty (30) calendar days’ written notice to the other Party. Upon such termination, (i) Consultant shall reimburse SCPPA for all payments made by SCPPA for Work not yet completed and supplied, or (ii) if outstanding payments are owed to Consultant, SCPPA shall pay Consultant for all Work satisfactorily performed and supplied in accordance with this Agreement up to the date of termination. (c) No Task Order shall be executed pursuant to this Agreement if the time or deadline for performance thereof extends beyond the then-applicable expiration date of the Agreement.

Notwithstanding the foregoing, at SCPPA’s sole discretion and for good cause shown, this Agreement shall not expire while Work to be performed under an existing Task Order remains incomplete.
(d) Termination for Conflicts of Interest. Consultant confirms that it understands the conflicts of interest codes and requirements applicable to its profession, as well as the requirements of California Government Code Section 1090, et seq. and Section 87100, et seq. Consultant represents and certifies that it is unaware of any conflict of interest relating to this Agreement and that SCPPA, its Members, and their respective officers, agents, employees, representatives, and elected and appointed officials do not, and will not, have any indirect or indirect financial interest in this Agreement. Consultant will immediately inform SCPPA about any conflict of interest that may arise as a result of any change in circumstances.

Notwithstanding any other provision of this Agreement, it is further understood and agreed that if such conflict of interest does exist or develop, SCPPA may immediately terminate this Agreement by giving Consultant written notice thereof. (e) Survival. Any rights or obligations pursuant to Sections 2(d), 3, 5-12, 14, 17, 20-22 shall survive the termination or expiration of this Agreement.

12. Use and Ownership of Work Product:
(a) As used in this agreement, the term “Work Product” means any and all deliverables or SCPPA MGSA (Rev. Sept. 12, 2023) Richard Heath & Associates, Inc. 9 materials fixed in a tangible medium of expression, including software code, written procedures, written documents, abstracts, and summaries thereof, or any portions or components of the foregoing created, written, developed, conceived, perfected, or designed in connections with the Work provided under this Agreement. (b) SCPPA and the Participating Members shall retain all rights, title, and interest in and to the Work Product, including all intellectual property rights therein and any and all enhancements, improvements, and derivative works thereof, and Consultant obtains no rights therein.

13. Information Provided by Others:

To the extent reasonably available to SCPPA and/or the Participating Members, and not otherwise subject to any confidentiality requirement, SCPPA and/or the Participating Members, upon Consultant’s request, shall provide to the Consultant in a timely manner any information reasonably needed to perform the Work hereunder. Consultant may rely on the accuracy of information provided by SCPPA and Participating Members. Any Customer Data (as defined in Section 13 herein) furnished to Consultant by SCPPA or Participating Members shall be deemed Confidential Information subject to Section 14 of this Agreement.

14.Confidential Information:

As used herein, “Customer Data” shall mean any and all data that describes anything whatsoever about an individual customer of a Participating Member, such as address, employment, contact information, usage history, financial transactions and/or credit history, or that affords a clear basis for inferring things done by or to an individual or entity such as a record of a person’s presence in a place, or requests for temporary changes in service. “Customer Responses” shall be all information or opinion collected or gathered from an individual customer of a Participating Member, either verbally, in writing, or electronically.

Either Party (as to information disclosed, the "Disclosing Party") may provide the other (as to information received, the "Receiving Party") with information in connection with this Agreement that it may deem to be “Confidential Information” as defined herein. Confidential Information shall mean any and all: (1) Customer Data provided by SCPPA or any Participating Member to Consultant or any of Consultant’s subcontractors; (2) Customer Responses collected by Consultant or any of Consultant’s subcontractors from customers of any Members; and (3) any information provided to one Party from another that is labeled and/or marked confidential. Receiving Party agrees: (a) to use or reproduce the Confidential Information only as necessary to realize the benefits of or perform its obligations under this Agreement and for no other purpose, (b) to take reasonable measures to prevent disclosure of the Confidential Information to third parties, and (c) not to disclose the Confidential Information to a competitor of Disclosing Party.

SCPPA MGSA (Rev. Sept. 12, 2023) Richard Heath & Associates, Inc. 10 Notwithstanding the foregoing, Confidential Information does not include information which (i) at the time of disclosure is within the public domain through no breach of this Agreement by either Party; (ii) has been known or independently developed by and is currently in the possession of recipient prior to disclosure or receipt thereof; (iii) was or is acquired by recipient from a third party (other than a Participating Member customer contacted by Consultant in the course of performance of this Agreement) or (iv) disclosed pursuant to a legal requirement or order. The recipient may disclose the Confidential Information on a need-to-know basis to its contractors, agents and affiliates who agree to confidentiality and non-use terms that are substantially similar to these terms.

In the case of a bona fide request received by SCPPA under the California Public Records Act (“CPRA,”) Cal. Gov't Code § 7920.000 et seq.) from a third party for access to Consultant’s Confidential Information subject to this Agreement, or as may otherwise be required by the California Ralph M. Brown Act (“Brown Act”) (California Government Code §§ 54950 et. seq.), SCPPA shall notify Consultant of such request and shall seek to follow Consultant's reasonable instructions in responding thereto subject to the understanding that SCPPA cannot delegate the responsibilities imposed on it by the CPRA or Brown Act to Consultant. SCPPA’s responsibilities under both the CPRA and Brown Act shall be determined in the sole discretion of SCPPA. In the event access to such Confidential Information is denied and the third party requesting the same initiates litigation to compel access under the CPRA, SCPPA shall promptly advise Consultant of such litigation, and SCPPA shall have no other duty or obligation to Consultant under this Agreement with respect to the denial of access to such Confidential Information or to oppose or defend any such litigation. Consultant, at its own cost and expense, shall indemnify, defend, and hold SCPPA free and harmless from such litigation or any claim, suit, cost, expense, attorneys’ fees, judgment, or order related thereto or otherwise arising from the denial of access to Consultant’s Confidential Information to said third party.

If Consultant is requested or required, pursuant to any order, rule, ruling, discovery request, subpoena, civil investigation or similar process to disclose any of SCPPA’s or Participating Members’ Confidential Information, Consultant shall provide prompt written notice to each of SCPPA and the affected Participating Members of such request or requirement so that SCPPA and the affected Participating Members may, at their own expense, seek a protective order or other appropriate remedy concerning such disclosure.

Confidential Information must be kept in a secure location. Confidential Information received from or pertaining to customers of a Member shall only be provided by Consultant to the Participating Member providing service to that customer, and to no other party, and Consultant shall implement and maintain reasonable security procedures and practices appropriate to the nature of the information to protect the personal information from unauthorized access, SCPPA MGSA (Rev. Sept. 12, 2023) Richard Heath & Associates, Inc. 11 destruction, use, modification, or disclosure. Consultant shall, when directed by SCPPA, create aggregated data derived from Confidential Information in such a way that individual customer responses or data cannot be determined. Consultant shall retain the Confidential Information only so long as it is necessary to perform Consultant’s tasks under the Agreement, and after such time, the Confidential Information shall be returned to SCPPA or at SCPPA’s written request, destroyed, and Consultant shall retain no copies of the Confidential Information.

Under no circumstance may Consultant, or its officers, employees, subcontractors, or agents use Confidential Information of SCPPA or its Members for any commercial purpose not related to the primary purpose of this Agreement.

Consultant shall be responsible for ensuring that any subcontractors used to provide Goods and Services that have access to Confidential Information or who shall collect Customer Responses comply with the provisions of this Section 13.

Notwithstanding these restrictions, only where permitted by law, including as limited by Section 1798.98 of the California Civil Code and Section 8381 of the California Public Utilities Code, (a) Consultant may disclose Confidential Information to its affiliates and subcontractors to the limited extent necessary for the performance of the Agreement, (b) a Receiving Party may disclose Confidential Information to its auditors, (c) SCPPA may disclose Confidential Information to Members, and (d) a Receiving Party may disclose Confidential Information to any other third party with the prior written permission of Disclosing Party, and in each case, only so long as the Receiving Party obtains a non-disclosure commitment from any such subcontractors, auditors, lenders or other permitted third party that prohibits disclosure of the Confidential Information and provided further that the Receiving Party remains responsible for any unauthorized use or disclosure of the Confidential Information. Each Disclosing Party warrants that it has the right to disclose the information that it discloses.

15. SCPPA’s Right to Inspect Property: Upon reasonable notice to Consultant, SCPPA and/or Members shall have the right during the performance of the Work to inspect the site where the Work is to be performed, subject in all cases to all applicable rules, policies and regulations related to safety, as well as state and local building code and ordinance compliance, including Consultant and its subcontractors' reasonable safety precautions, provided that such inspection and presence does not unreasonably interfere with or delay the completion of the Work and Consultant's performance of its other obligations under this Agreement.

16. Recycled Materials:

In accordance with California Public Contract Code section 22152 et seq., Consultant shall certify the minimum, if not the exact, percentage of postconsumer materials in the materials, Goods, or supplies offered or sold pursuant to this Agreement, including, where applicable, printer cartridges. Where applicable, the Consultant shall ensure that any printing paper used SCPPA MGSA (Rev. Sept. 12, 2023) Richard Heath & Associates, Inc. 12 meets the recycled content requirements set forth in Section 12209 of the California Public Contract Code.

17. Title to Goods; Warranties:
(a) Title to Goods. The risk of loss and title to Goods supplied by Consultant to SCPPA pursuant to the Work scope shall pass upon delivery to SCPPA, unless otherwise specified in the Work scope.
(b) Warranties. Consultant warrants that Goods shall be delivered free from defects in material, workmanship, and title and that the Work shall be performed in a competent, diligent manner in accordance with any mutually agreed specifications, as identified in Exhibit A and/or the specific Task Order. Consultant warrants that the services performed by it hereunder will be performed in a workmanlike manner and in accordance with generally accepted professional standards. Any and all written warranties asserted by Consultant shall be incorporated herein as Exhibit D. In the event the Goods and Services do not conform, such nonconforming Goods and Services shall be corrected by Consultant. If Goods or Services do not meet the above warranties, SCPPA shall promptly notify Consultant in writing prior to expiration of the warranty period. Consultant shall (i) at its option, repair or replace defective Goods and (ii) re-perform defective services. If despite Consultant’s reasonable efforts, non-conforming Goods cannot be repaired or replaced, or nonconforming services cannot be re-performed, then, without limitations to SCPPA’s legal and equitable remedies and any remedies provided under this Agreement, Consultant shall refund, or credit monies paid by SCPPA for such non-conforming Goods and Services.

18. Dispute Resolution:

In the event of a dispute between the Parties either Party may deliver to the other Party a notice of dispute with a detailed description of the underlying circumstances for the dispute. The dispute notice shall include a schedule of availability of the notifying Party’s officers having a title of senior vice president or equivalent or higher duly authorized to settle the dispute during the thirty (30) calendar day period following delivery of the dispute notice. The recipient Party shall, within five (5) business days of receipt of the dispute notice, provide to the notifying Party a parallel schedule of availability of its officers having a title of senior vice president or equivalent or higher duly authorized to settle the dispute. The senior officers of the Parties shall meet and confer as often as reasonably necessary during the thirty (30) day period in good faith negotiations to resolve the dispute. In the event the dispute is not resolved within the thirty (30) calendar day period then either Party may pursue any legal remedy available to it; provided further, however, nothing herein shall prohibit either Party from pursuing temporary, injunctive, or equitable relief during this thirty (30) calendar day period.

19. Representatives:

SCPPA’s representative for administration of this Agreement:

Brandon Czworniak, (626) 793-9364 ext. 220, and e-mail address is [email protected]. All questions to SCPPA pertaining to this Agreement shall be SCPPA MGSA (Rev. Sept. 12, 2023) Richard Heath & Associates, Inc. 13 referred to the person named above.

Consultant’s representative for this Agreement:

Gabriel A. Peredo, (626) 956-5329 and e-mail address is [email protected]. All questions to Consultant pertaining to this Agreement shall be referred to the person named above.

The representatives set forth herein shall have authority to give all notices required herein.

20. Notices:

Notices, requests, demands and other communications made pursuant to this Agreement shall be deemed given only if in writing signed by an authorized representative of the sender and delivered by first class mail, electronic mail, or by a courier or service guaranteeing overnight delivery to the receiving party, addressed as follows:

Either party may change its contact information for the purposes of this Agreement by giving written notice of such change to the other party in the manner provided in this Section.

Notice shall be deemed effective: 1) immediately, upon personal delivery or upon transmission by electronic mail accompanied by a telephone call to the intended recipient; 2) one (1) calendar day after transmission by electronic mail not accompanied by a telephone call; 3) five (5) calendar days after deposit in first class mail, if mailed within the United States; and 4) ten (10) calendar days after deposit in the mail, if mailed from outside the United States.

21. Miscellaneous:
(a) Assignment – This Agreement is binding upon and shall inure to the benefit of SCPPA and Consultant and their respective successors and assigns. Neither Party may assign its rights or obligations hereunder without the prior written consent of the other Party; provided, however, that either Party may assign this Agreement to a successor of the Party’s entire business relating to this Agreement.
(b) Integration; Conflicts – This Agreement, including Exhibits hereto, contains the entire agreement between the Parties and supersedes all prior negotiations, representations, or agreements, whether written or oral. In the event of any conflict between the terms of this To SCPPA: To Consultant:

Executive Director
1160 Nicole Court
Glendora, CA 91740
[email protected]
Richard Heath & Associates, Inc.

Attn: Contracts Department
590 W. Locust Street, Suite 103
Fresno, CA 93560 [email protected]
SCPPA MGSA (Rev. Sept. 12, 2023) Richard Heath & Associates, Inc. 14 Agreement and the Exhibits hereto, or any Task Order or purchase order issued hereunder, the terms of this Agreement shall control. In the event of any conflicts between the Exhibits and any Task Order or purchase order, the Exhibits shall control. In the event of a conflict between any Task Order or purchase order, the Task Order shall control. (c) Third Party Beneficiary – SCPPA Participating Members are not parties to this GOODS AND SERVICES AGREEMENT but are third party beneficiaries to the GOODS AND SERVICES AGREEMENT and are entitled to the rights and benefits hereunder and may enforce the provisions hereof as if they were parties hereto. (d) Waiver – The failure to enforce any terms of this Agreement or the waiver of any breach of this Agreement shall not constitute a waiver of any other breach or a relinquishment of right to enforce the same or any other provision of this Agreement. (e) Severability – If any provision of this Agreement is rendered invalid or unenforceable under any circumstance, the remainder of this Agreement shall continue to be in full force and effect and the provision declared invalid or unenforceable shall continue to be in full force and effect as to other circumstances in accordance with the laws of the State of California.
(f) Governing Law – This Agreement is entered into in Los Angeles County in the State of California and shall be governed by, and construed in accordance with, the laws of the State of California.
(g) Venue – All litigation arising out of, or relating to this Agreement, shall be brought in a state or federal court in the County of Los Angeles in the State of California, and both Parties waive any defense of forum non conveniens.

22. Execution in Counterparts, Electronic Signatures and Document Transmission:

This Agreement may be executed in counterparts, and, upon execution by each signatory, each executed counterpart shall have the same force and effect as an original instrument and as if all signatories had signed the same instrument. Any signature page of this Agreement may be detached from any counterpart of this Agreement without impairing the legal effect of any signature thereon, and may be attached to another counterpart of this Agreement identical in form hereto by having attached to it one or more signature pages.

The Parties may execute this Agreement by manual signature or by electronic signature, each of which shall have the same force and effect. A signed copy of this Agreement transmitted by facsimile, email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original executed copy of this Agreement for all purposes, to the extent provided under applicable law, including California’s Uniform Electronic Transactions Act.

SCPPA MGSA (Rev. Sept. 12, 2023) Richard Heath & Associates, Inc. 15 [SIGNATURE PAGE FOLLOWS]
SCPPA MGSA (Rev. Sept. 12, 2023) Richard Heath & Associates, Inc. 16 IN WITNESS WHEREOF, the Parties have executed this Master Goods and Services Agreement between Southern California Public Power Authority and Richard Heath & Associates, Inc. on the date first written above.

SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY
By:

DANIEL E GARCIA
Executive Director
Approved as to Legal Form:

ARMANDO ARBALLO
Assistant General Counsel
RICHARD HEATH & ASSOCIATES, INC.

By:

CYNTHIA RAFFERTY
President
SCPPA MGSA/MPSA (Rev. Sept. 12, 2023) Richard Heath & Associates, Inc.

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EXHIBIT A

SCOPE OF WORK TO BE PROVIDED UNDER THIS AGREEMENT
Goods and/or Services not expressly set forth in this Exhibit A are excluded.

PROPOSAL/SCOPE OF WORK
RHA is committed to providing SCPPA members with comprehensive energy efficiency solutions tailored to the diverse needs of residential, multi-family, commercial, agricultural, industrial and public sector customers. Our services include energy efficiency audits, direct installations and a range of complementary offerings designed to align with the specific goals, customer demographics and budgetary constraints of each SCPPA member.

As illustrated in Figure 1, our energy audit and direct installation services encompass key areas of interest identified in the RFP. We have developed a pricing to provide fair and competitive pricing for all measures and services, as detailed in the pricing narrative. Services are also available on a time-andmaterials (T&M) basis. This modular approach allows RHA to collaborate with SCPPA members to design service packages that optimize energy savings and customer satisfaction.

Figure 1 Services Listed as Areas of Interest Included in Energy Audit and Direct Installation Offerings and Pricing SCPPA MGSA/MPSA (Rev. Sept. 12, 2023) Richard Heath & Associates, Inc.

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ENERGY AUDITS
RHA will collaborate closely with SCPPA members to convert leads to program participants. Leads will originate from SCPPA utility members, directly from customers or through other programs operating customers, RHA will ask a list of pre-screening questions to tailor the audit to the complexity and depth of analysis required for each project. RHA will work directly with customers to schedule audits at times that are most convenient for them and offer ASHRAE Level I, II and III audits, as outlined below.

Level I audits serve as a foundational step involving a high-level facility walkthrough.

RHA will establish customer needs, priorities and financial situation and gather sitespecific information, such as existing energy measures/equipment, model number, quantities, equipment efficiencies, total facility area, recent energy efficiency projects, operational schedules, etc. Level I audits offer an overview of the customer’s energy usage and initial insights into energy efficiency opportunities. These audits help determine whether a more detailed ASHRAE Level II or Level III audit is warranted to explore efficiency potentials and project feasibility.

Level II audits delve deeper, establishing detailed energy baselines and providing comprehensive calculations for energy efficiency, greenhouse gas reductions and return on investment and recommendations tailored to customers’ equipment. This advanced analysis involves a thorough review of utility data and provides customers with energy efficiency recommendations and a financial simple payback analysis. The goal is to help customers make well-informed decisions to optimize energy efficiency and reduce greenhouse gas emissions.

Level III audits provide a more detailed field and engineering analysis of projects identified that include capital-intensive modifications. The calculations for these modifications provided by the ASHRAE Level II audit will be backed by system metering and/or computer software simulations and reviewed by an engineer. This will give precise cost and savings calculations to inform the customer of the benefits, costs and performance expectations of making significant investments in energy-efficient equipment.

If approved by the SCPPA member, RHA will log customer information gathered during the energy audit in our internal database to provide live access to project updates, customer information and reports.

ENERGY AUDIT REPORT
After completing the audit, RHA will deliver a personalized and user-friendly report featuring a concise one-page summary table. This table will highlight cost-effective energy efficiency opportunities designed to maximize energy savings and cost reductions. The report will include:

Existing Best Practices: Assessment of current operational practices and their alignment with industry standards for energy efficiency.

Proposed Energy Efficiency Measures: Evaluation of recommended measures tailored to the specific facility and operational goals.

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Form. RHA will offer a call center or assigned team member to handle customer phone calls and followups for seamless communication and prompt assistance with questions and concerns.

EDUCATION
RHA incorporates customer education as a key component of our energy audits and direct installation services. We prioritize helping customers understand the importance of behavioral changes first, followed by the value of the recommended energy efficiency measures. Additionally, we educate customers on maximizing energy savings post-installation by properly using existing equipment and the newly implemented energy-efficient measures. If desired, RHA can also provide customer education to support additional SCPPA member programs and needs, ensuring alignment with goals and objectives.

Energy Audit Education: Once the energy audit report is finalized, RHA will schedule an overthe-phone, virtual or in-person meeting tailored to the customer’s availability and preferences.

During this session, RHA will review the audit findings and explain the benefits, costs, and longterm value of the recommended energy efficiency retrofits.

Direct Installation Education: After the installation, the installation crew leader will conduct an in-depth walkthrough with the customer, explaining each newly installed measure. This walkthrough will include detailed instructions on the proper use and maintenance of the equipment, as well as tips on behavior changes that can enhance the equipment’s performance and longevity.

Other Education: RHA can help SCPPA members raise awareness of other energy efficiency programs. This could include hosting webinars tailored to the residential, multi-family, commercial and other sectors to educate them about offerings, their benefits and how to participate. RHA can also develop on-demand e-learning modules on energy efficiency topics, similar to those created for other utility clients, including for the San Diego Gas & Electric Company through the LEARN Program. The LEARN Program is a free public learning platform that SCPPA member utilities can leverage.

CANVASSING OF COMMERCIAL CUSTOMERS
RHA will perform door-to-door canvassing to engage customers and encourage participation in SCPPA member direct installation programs or other programs as requested. This can be performed as a followup to direct referrals provided by SCPPA members, leads generated by direct mail, email or the website or as a targeted effort to eligible customers in general.

RHA has found that canvassing is one of the most effective outreach methods for securing participation from municipal utility commercial customers. As a representative of SCPPA members, it allows RHA to interact with customers, answer questions and establish trust. As the face of the program, field representatives will be trained to provide exceptional customer service and wear name badges and uniforms to foster credibility with customers.

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Ad hoc and custom reports: Provides customizable reports in user-friendly formats, such as Excel or PDF. Example reports include benchmarking and savings reports, productivity reports, audit reports, installed measure reports, work order reports and end-of-year reports for projects, measures and savings needed for the client’s local and state reporting.

Other functionality: Includes:
o Stores energy audit results and calculations, including the following metrics:

Energy Use Index (BTU/sq. ft.)
Energy Cost Index ($/sq. ft.)
Building characteristics (building type, size, vintage, etc.) Energy savings potential, including savings realized because of measures installed
Demand reduction potential
o Retains a log of all changes made to the data, including date, time and username o Serves as a tool for utility and third-party evaluators to access real-time information and reports
o Includes data analytics tools for targeting customers, including storing information on usage, income, location and other demographics RHA also offers advanced Power BI services to transform complex program data into clear, interactive visualizations, making it easier for internal stakeholders to analyze and present key performance metrics. RHA currently
provides other clients with
Power BI dashboards to
support data-driven
decisions, with functionality
including:

Visualizes
comprehensive data
trends over time to
observe and analyze
program
developments at a
granular level.

Interactive graphs
display trends,
offering clarity and
insight into key
metrics.

Generates detailed,
customizable reports
reflecting program Figure 2 RHA uses Power BI in numerous programs to offer client’s data visualizations and real-time reporting for continuous improvement.

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performance to support decision-making and program optimization.

Provides customizable views of specific metrics and data points of particular interest. This flexibility will ensure that relevant information is readily accessible when needed.

PROVIDE QUALITY ASSURANCE/QUALITY CONTROL
Based on a reasonable sampling rate agreed on between the SCPPA member and RHA, an RHA supervisor will visit direct installation services customers within an agreed-upon timeframe to ensure the work is satisfactory and the equipment is functioning as designed. Any items needing correction will be addressed promptly.

RHA will also seek customer feedback via a survey embedded in the customer sign-off paperwork on:

Satisfaction with the overall process
Staff professionalism
Overall customer satisfaction
Timeliness
Other items deemed important by the SCPPA member or RHA An example of a customer survey that RHA currently uses in energy efficiency programs is included in Figure 3. If the customer communicates any issues with the program, steps will be taken to resolve them, such as coaching staff to ensure future customer satisfaction.

Figure 3 Example of Customer Survey

CUSTOMER FINANCING SUPPORT OPTIONS
RHA recognizes that upfront costs can often discourage customers from pursuing energy efficiency improvements. To address this, we actively monitor financing options offered by state programs and reputable financing entities recommended or utilized by other utilities. RHA remains independent and is not bound to any financial institution. This ensures our services are unbiased and focused solely on providing customers with options to facilitate their energy efficiency investments. To support SCPPA member customers, RHA will provide the following services:

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Supporting Financing Identification: We will assist customers in exploring financing programs and identifying solutions that align with their unique financial situations and project goals.

Educating Customers: Our team will inform customers of the financing options available, empowering them to make educated decisions about funding opportunities for their energy efficiency investments.

Helping Customers Connect with Funding: We will help customers connect with the appropriate funding or financing entities, reducing potential barriers to energy efficiency upgrades.

CUSTOMER INCENTIVES LAYERING ASSISTANCE SERVICES
RHA actively monitors local, state and federal incentives, including programs like the Inflation Reduction Act (IRA) and Self-Generation Incentive Program (SGIP). We will collaborate with SCPPA members to identify and leverage additional funding opportunities with SoCalGas, particularly for gas measures where electrification is not feasible. By layering these incentives with utility-provided programs, we aim to minimize upfront project costs while maximizing long-term energy savings, minimizing energy costs and reducing greenhouse gas emissions.

Incentive navigation: RHA will use customer profiles, energy usage and project goals to identify local, state and federal incentives for which the customer and project are eligible.

Customer education: RHA will ensure the customer understands the incentives available, eligibility criteria and the application process.

Application and documentation support: RHA will assist customers in completing incentive forms and gathering and preparing necessary documents, such as energy savings calculations, equipment specifications and receipts to claim available incentives. RHA will ensure direct installation projects adhere to incentive programs’ terms to avoid disqualification or delays.

BILLING DATA ANALYSIS
RHA will perform billing data analysis as a part of the energy audit process to provide insights into customer energy consumption patterns and identify opportunities for efficiency improvements. RHA will use 12 months of utility billing data provided by SCPPA members to understand energy usage trends comprehensively. Our energy engineers will analyze this data to identify peak usage periods, seasonal variations and anomalies that may indicate inefficiencies or equipment issues.

Energy engineers will cross-reference the findings with similar buildings and industry standards to assess relative performance and identify potential areas for improvement. These insights are compiled into actionable recommendations, such as conducting an energy audit, upgrading to energy-efficient equipment, modifying behaviors or modifying energy management systems or usage schedules.

ENERGY EFFICIENCY PROGRAM SUPPORT SERVICES
RHA is committed to supporting SCPPA members in delivering energy audits, direct installation services and other energy efficiency programs, as requested. By partnering with RHA, SCPPA members can SCPPA MGSA/MPSA (Rev. Sept. 12, 2023) Richard Heath & Associates, Inc.

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ensure their programs operate seamlessly and effectively, achieving program goals and addressing the unique needs of diverse customer types. Our comprehensive support services include:

Program design and implementation: RHA will assist SCPPA members in designing and implementing customized energy efficiency initiatives, including tailored energy audit and direct installation programs. Our support includes developing comprehensive program implementation plans to ensure seamless execution and measurable success. RHA remains at the forefront of industry advancements by leveraging insights gained from the contracts we implement, the expertise of our internal research teams and our active membership in the California Efficiency + Demand Management Council. We stay updated on emerging trends, funding opportunities and the evolving direction of the energy efficiency industry. This allows us to implement innovative programs that address current market needs, including:
o Programs focusing on disadvantaged communities and hard-to-reach populations o Electrification programs
o Appliance delivery and recycling programs
o Battery storage programs
o Programs providing concierge-style service to customers Marketing and outreach: In addition to conducting door-to-door canvassing of commercial customers for direct installation programs, RHA can help SCPPA members perform marketing and outreach for other energy efficiency programs. Support could include developing marketing materials and partnerships with community organizations to amplify engagement.

Technical support: RHA will offer hands-on assistance during program implementation to ensure achievement of goals, customer satisfaction and adherence to regulatory standards and best practices.

Incentive and rebate management: If requested, RHA can manage the incentive and rebate application and approval process for energy efficiency programs, ensuring compliance with SCPPA member program requirements.

Data analysis and reporting: RHA will provide our proprietary database to collect and analyze program data for energy audit and direct installation programs. This database can also be made available and customized for other SCPPA energy efficiency programs to optimize program strategies and ensure continuous improvement.

Customer support: RHA will maintain a call center staffed with multilingual representatives to provide customer support, answer questions and manage complaints for direct installation programs. This service can also be offered to other SCPPA programs, as requested.

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efficiency calculators tailored to HVAC, air compressors, lighting, plug loads and refrigeration. RHA also has feasibility tools to assess load capacities and building electrification, as well as solar calculators to determine solar sizing based on consumption.

BEST PRACTICE GUIDANCE AND POLICY SUPPORT
As requested by the SCPPA member, RHA will provide guidance and policy support on best practices for implementing utility incentive programs. This will include informing SCPPA members of relevant local, state and federal policies impacting utility incentive programs. We will also help SCPPA members incorporate emerging technologies into incentive programs, such as fuel-switching and building electrification.

EQUIPMENT-SPECIFIC AUDITS AND OTHER ASSESSMENTS
RHA will work with SCPPA members to identify and perform assessments outside ASHRAE-level audits.

These assessments may address specific areas of concern or save costs when a comprehensive ASHRAElevel audit is not needed. Examples of such assessments included in the energy audit pricing include:

Lighting (interior and exterior) only assessment
Mechanical (including ancillaries) only assessment
o HVAC
o Refrigeration
RHA can also offer the following assessments priced as T&M:

Interior and exterior water assessment
Feasibility study (e.g., compressors, chillers)
Building electrification assessment (EV, fuel-switching, etc.) Building automation systems

RESEARCH
RHA will leverage extensive document and web research, data collection and analysis to establish baseline energy consumption and energy-efficiency parameters for projects. We are committed to providing well-documented, data-driven justifications for our cost estimates and Expected Useful Life (EUL) calculations to ensure that our energy-efficiency measures align with the project’s goals and requirements in the following categories:

Net Increase in Load or New Construction: RHA will gather applicable information on existing code and standards. Our team will establish a baseline for energy consumption in areas undergoing new construction or experiencing a net increase in load. This will involve gathering data on the proposed equipment, systems and load-handling requirements. RHA will also determine the incremental cost associated with energy-efficient measures and calculate the EUL with proper justification, considering the costs and benefits related to the energy-efficient equipment and systems.

Retrofit: RHA will collect verifiable evidence of the existing conditions and recent operations of the equipment or space being retrofitted. This will include gathering data on baseline energy SCPPA MGSA/MPSA (Rev. Sept. 12, 2023) Richard Heath & Associates, Inc.

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usage and system efficiency. We will comprehensively analyze the full measure cost for retrofit projects, accounting for all associated expenses, including equipment, installation and any necessary modifications. RHA will calculate the EUL of the retrofit measures and provide a welljustified rationale for this calculation, considering factors such as equipment lifespan and maintenance requirements.

Retrofit Add-On: RHA will establish the existing baseline energy consumption for systems where new equipment is added to improve overall efficiency. This will involve collecting data on the pre-existing components and their energy usage. RHA will provide a detailed breakdown of the full measure cost for retrofit add-on projects, including the cost of the new equipment, its integration into the existing system and any necessary modifications. We will calculate the EUL of the retrofit add-on measures and provide a clear justification based on factors such as the equipment lifespan and anticipated efficiency improvements.

SCPPA MGSA/MPSA (Rev. Sept. 12, 2023) Richard Heath & Associates, Inc.

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DEMAND RESPONSE PROGRAMS AND/OR SERVICES
RHA can assist interested SCPPA members with energy demand during peak periods or times of grid stress by supporting their demand response programs and identifying demand response opportunities for their customers.

Demand Response Programs: RHA can collaborate with SCPPA members to design tailored demand response programs that align with their grid needs and customer demographics. RHA can perform outreach and develop marketing materials to raise program awareness and encourage customer enrollment. RHA can also offer our database to support these efforts. Our Information Systems staff can develop demand response infrastructure, and RHA program managers can assist SCPPA members in implementing demand response with customers.

Customer Demand Response Opportunities: RHA can use energy audits to identify appliances and systems that can be adjusted during peak demand periods. We can also recommend and install energy efficiency measures that support demand response, suggest behavior changes to customers and help customers enroll in the optimal rate structure.

RHA can educate customers on how demand response works, the benefits of participating in demand response programs and how to adjust during demand response events. We can also highlight incentives associated with joining utility demand response programs, such as bill credits or rebates.

ADDITIONAL SERVICES
If desired, RHA has a strong background in the following services not identified in the RFP. The cost of these services will be determined based on hourly rates, time and material rates, scope of work and hours estimates utilizing the provided fee schedule. Upon request, RHA will provide a quote for the scope of additional services desired for approval by SCPPA members.

Energy benchmarking services to help SCPPA members prepare annual reports or assist customers with providing energy benchmarking services to comply with state reporting requirements
Planning and design assistance engineering services
Additional analyses for SCPPA member customers, including:
o Power factor analysis to evaluate customer buildings to determine if their electrical systems are operating with an optimal power factor. If inefficiencies are identified, our team will provide tailored recommendations to address these issues. These recommendations may include installing power factor correction equipment, such as capacitors or voltage optimizers, to reduce reactive power demand, improve energy efficiency and lower utility costs.
o Investigative analysis to investigate usage and consumption anomalies and equipment failures that customers attribute to power and water quality SCPPA MGSA/MPSA (Rev. Sept. 12, 2023) Richard Heath & Associates, Inc.

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Commissioning and retro-commissioning services to ensure operating systems (mechanical, electrical, HVAC, etc.) are designed, installed and programmed for optimal performance using our commissioning engineers
Acceptance testing for lighting controls using our certified engineers/technicians to ensure the lighting equipment installed is operating as designed and in compliance with the code HVAC controls consulting to ensure HVAC systems are designed, installed and programmed for optimal performance
RFP writing services to support SCPPA members and municipalities procure contractors for HVAC, lighting, energy efficiency and renewable energy projects.

SCPPA MGSA/MPSA (Rev. Sept. 12, 2023) Richard Heath & Associates, Inc.

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CONFIDENTIAL
SCPPA MGSA/MPSA (Rev. Sept. 12, 2023) Richard Heath & Associates, Inc.

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CONFIDENTIAL
SCPPA
B-5

CONFIDENTIAL
SCPPA MGSA/MPSA (Rev. Sept. 12, 2023) Richard Heath & Associates, Inc.

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CONFIDENTIAL
SCPPA MGSA/MPSA (Rev. Sept. 12, 2023) Richard Heath & Associates, Inc.

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CONFIDENTIAL
SCPPA MGSA/MPSA (Rev. Sept. 12, 2023) Richard Heath & Associates, Inc.

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Please note:

RHA agrees to the terms and conditions provided in the Master Agreement.

RHA’s developed our pricing based on good faith estimates defined in this RFP and includes our most favorable terms and conditions.

RHA’s rates are inclusive of wages, benefits, travel time, insurance and other overhead costs, as outlined below.

Material prices may fluctuate due to factors beyond RHA’s control, such as tariffs. RHA reserves the right to review and adjust material prices in the event of significant market fluctuation and will do so transparently and in collaboration with SCPPA members at the time of task order execution. All materials are billed at cost.

Any additional costs or fees, including handling fees, shall be based on the costs for materials, measures, or parts, provided in this Exhibit B.

Where applicable, hourly labor prices are based on the California Department of Industrial Relations (DIR) prevailing wage rates and include scheduled rate increases.

ENERGY AUDITS
RHA’s pricing for energy audits includes the following areas of interest from the RFP:

On-site facility audit
Customer education
Develop/provide database
Quality assurance/quality control
Billing data analysis
Customer incentives layering assistance
Customer financing support
SCPPA MGSA/MPSA (Rev. Sept. 12, 2023) Richard Heath & Associates, Inc.

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DIRECT INSTALLATION
RHA’s pricing for direct installation includes the following services from the Areas of Interest specified in the RFP:

Education
Canvassing of commercial customers
Develop/provide database
Provide quality assurance/quality control
Customer financing support options
Customer incentives layering assistance
Energy efficiency program support services
o Incentive and rebate management is incremental and charged at T&M rates o Database customization is incremental and charged at T&M rates SCPPA MGSA/MPSA (Rev. Sept. 12, 2023) Richard Heath & Associates, Inc.

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STAND ALONE SERVICES
Should SCPPA members desire to contract with RHA for discrete, stand-alone services from any areas of interest listed in the RFP or additional service areas, RHA will work with the SCPPA member to define scope and use the rates provided in Attachment 1 and Attachment 2 to determine pricing.

NOT TO EXCEED
In no event shall SCPPA’s payment obligations to Consultant for all Goods received or Services performed or for any other reason exceed ONE MILLION FIVE HUNDRED THOUSAND DOLLARS ($1,500,000). Consultant shall provide notice to SCPPA prior to reaching the Not to Exceed Amount. Any Goods or Services provided by Consultant in excess of this authorization, and without prior execution of an amendment hereto by the Parties, shall be at Consultant’s sole risk and without payment. For avoidance of doubt SCPPA and Participating Member shall not be liable for any unauthorized excess billings whatsoever.

TRAVEL
All travel must be preapproved in writing by SCPPA or the applicable Participating Member. As a public agency, SCPPA shall not reimburse Consultant for travel, food, and related costs in excess of those permitted by the Internal Revenue Service.

Richard Heath & Associates, Inc.

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EXHIBIT C

EXEMPLARY TASK ORDER FORM
TASK ORDER No.: […input number, sequential to prior
Task Orders, if applicable…]
Date: [ ]
Project Description: [ ]
Participating Member (if applicable): [ ]
Consultant: [ ]
Consultant, SCPPA and the Participating Member(s) identified above agree that Consultant shall provide the Services specified herein pursuant to the terms and conditions of the [Agreement Type] (“Agreement”) between SCPPA and Consultant dated [Agreement Effective Date], except as specifically modified herein. Capitalized terms used but not described herein shall have the meanings ascribed to them in the Agreement.

Term
This Task Order shall commence upon issuance of a purchase order by SCPPA and shall terminate on the earlier of [date] or the end of the Agreement’s term (the “Task Order Termination Date”).

Any Goods received or Services provided by Consultant (i) prior to issuance of a SCPPA purchase order, or (ii) on or after the Task Order Termination Date without prior execution of an amendment hereto by the Parties, shall be at Consultant’s sole risk and without payment. SCPPA or Participating Member may terminate this Task Order, with or without cause, upon thirty (30) calendar days’ written notice to Consultant.

Scope of Services
[General Description Of Services]
Compensation
[Specify Fees and Schedule – must include a Not to Exceed Amount for services under the Task Order (the “Not to Exceed Amount”)]
Consultant shall provide notice to SCPPA and Participating Member prior to and upon reaching the Not to Exceed Amount. Any Goods received or Services provided by Consultant in excess of the Not to Exceed Amount, without prior execution of an amendment hereto by the Parties, shall be at Consultant’s sole risk and without payment. For avoidance of doubt SCPPA and Participating Member shall not be liable for any unauthorized excess billings whatsoever.

Richard Heath & Associates, Inc.

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Representative(s) of Participating Member(s)
[Identify Names and appropriate Contact information for all Member staff who are authorized representatives for the administration of the Agreement and who should be sent invoices from Consultant]
Execution in Counterparts; Electronic Signatures
This Task Order may be executed in counterparts, and, upon execution by each signatory, each executed counterpart shall have the same force and effect as an original instrument and as if all signatories had signed the same instrument. Any signature page of this Task Order may be detached from any counterpart of this Task Order without impairing the legal effect of any signature thereon, and may be attached to another counterpart of this Task Order identical in form hereto by having attached to it one or more signature pages.

The Parties may execute this Task Order by manual signature or by electronic signature, each of which shall have the same force and effect. A signed copy of this Task Order transmitted by facsimile, email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original executed copy of this Task Order for all purposes, to the extent provided under applicable law, including California’s Uniform Electronic Transactions Act. [SIGNATURE PAGE FOLLOWS]
Richard Heath & Associates, Inc.

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IN WITNESS WHEREOF, the parties have signed this Task Order as of the date first written above.

SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY
By:

DANIEL E GARCIA
Executive Director
Approved as to Legal Form:
[NAME]
[Title]
[LEGAL ENTITY NAME]
By:
[PRINTED NAME IN CAPS]
[Printed Title]
Participating Member’s Acknowledgement and Agreement
The undersigned hereby attests that the undersigned has the requisite authority to bind the Participating Member to the obligations set forth in this Task Order No. [###]. Participating Member agrees to be responsible for any and all fees, costs and expenses invoiced to SCPPA by Consultant for work performed on behalf of, or for the benefit of, Participating Member pursuant to the Agreement.

Participating Member agrees to indemnify, defend and hold harmless SCPPA, all other Members and their respective directors, officers, agents, representatives, employees, successors and assigns from and against any and all losses, injuries, costs and expenses, damages, liens, claims, or liabilities, including reasonable attorney’s fees, incurred by SCPPA in connection with the Work performed for the benefit of, or on behalf of, Participating Member pursuant to this Task Order, except for the gross negligence or willful misconduct of SCPPA or such other SCPPA members, and their officers, agents, representatives or employees.

NAME OF PARTICIPATING MEMBER (required)
By:
[ PRINTED NAME IN CAPS]
[Title of Authorized Signatory]
Richard Heath & Associates, Inc.

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Check here if Participating Member has indicated acknowledgement and agreement to pay for Work procured under this Task Order by letter from Participating Member’s General Manager addressed to SCPPA.

Amendment No.1 to Master Goods and Services Agreement Between SCPPA and RHA - 1 AMENDMENT NO. 1 TO THE

MASTER PROFESSIONAL SERVICES AGREEMENT BETWEEN

SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY
AND RICHARD HEATH & ASSOCIATES, INC.

This Amendment No. 1 (“Amendment”) to the March 20, 2025, Master Goods and Services Agreement between the Southern California Public Power Authority and Richard Heath & Associates, Inc. for energy efficiency audits and direct installation services (the “Agreement”) is made and entered into as of July 1, 2026 by and between the Southern California Public Power Authority, a California public entity and joint powers authority (“SCPPA”), Richard Heath & Associates, Inc., a corporation incorporated pursuant to the laws of California (“RHA” or “Assignor”) and Resource Innovations, Inc., a corporation incorporated pursuant to the laws of the State of Delaware (“RI” or “Assignee”). SCPPA, RHA and RI are referred to individually as a “Party” or collectively as the “Parties”. Capitalized terms used but not described herein shall have the meanings ascribed to them in the Agreement.

RECITALS
WHEREAS, on March 20, 2025, SCPPA and RHA executed the Agreement; and WHEREAS, SCPPA, RHA, and various SCPPA member agencies have, from time to time, entered into Task Orders under the Agreement (each, a “Task Order” and collectively, the Task Orders”), pursuant to which RHA has or will provide services for such member agencies, including but not limited to Task Order No. BWP-01 dated March 30, 2025 between SCPPA, RHA and the City of Burbank, CA Task Order No. ALW-01 dated May 27, 2025 between SCPPA, RHA and the City of Azusa, CA; and
WHEREAS, such Task Orders form part of the Agreement; and WHEREAS, on or about January 28, 2025, RI and RHA entered into a stock purchase agreement, pursuant to which RI purchased all assets, properties and rights of RHA; and
WHEREAS, SCPPA, RHA, and RI, now desire to memorialize RHA’s assignment of all of RHA’s rights under the Agreement, including Task Orders, to RI, RI’s assumption of all obligations and liabilities under the Agreement and Task Orders, and SCPPA’s consent to such assignment and assumption on the terms and conditions set forth herein.

AGREEMENT
NOW, THEREFORE, in consideration of the promises herein, and for good and valuable consideration, the Parties agree to amend the Agreement as follows:

Docusign Envelope ID: 2CCFFD1B-3401-8C78-8380-F991CFEF83C0 Amendment No.1 to Master Goods and Services Agreement Between SCPPA and RHA - 2

1. Recitals. The Recitals set forth above are true and correct and are incorporated into the body of this Amendment as though expressly set forth herein.

2. Definitions. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to them in the Agreement. As used in this Agreement, the following terms have the following meanings:
a. "Assigned Obligations" means all obligations, liabilities, and duties of Assignor under the Agreement, including any Task Orders, on and after the effective date of the Agreement.
b. "Assigned Rights" means all rights, benefits, and interests of Assignor under the Agreement, including any Task Orders, on and after the effective date of the Agreement.

3. Assignment and Assumption.
a. Assignment. Assignor hereby sells, assigns, transfers, and conveys to Assignee all of Assignor's right, title, and interest in and to the Agreement, including all Assigned Rights.
b. Assumption. Assignee hereby accepts the foregoing assignment and assumes, and agrees to pay, perform, and discharge when due, all of the Assigned Obligations in accordance with the terms and conditions of the Agreement. c. Further Assurances. Each of Assignor and Assignee agrees to execute and deliver such further instruments and documents and to take such further actions as may be reasonably necessary to effectuate the assignment and assumption contemplated by this Agreement.

4. Consent to Assignment. SCPPA hereby consents to the assignment of the Agreement from Assignor to Assignee as set forth in this Agreement. a. Recognition of Assignee. SCPPA agrees to recognize Assignee as the party entitled to all Assigned Rights and obligated to perform all Assigned Obligations under the Agreement, and for services provided on and after July 1, 2026, SCPPA shall make all payments for services performed, directly to Assignee in accordance with the terms of the Agreement. b. No Waiver. SCPPA's consent to the assignment shall not constitute a waiver of any term, condition, or provision of the Agreement, all of which shall remain in full force and effect as modified by this Agreement. c. Reservation of Rights. SCPPA expressly reserves all rights, remedies, claims, and defenses it may have, arising out of or relating to the Agreement.

5. Representations and Warranties of Assignor. Assignor represents and warrants to Assignee and SCPPA as follows:
a. Organization and Authority. Assignor is a Corporation duly organized, validly existing, and in good standing under the laws of California. Assignor has all requisite power and authority to execute, deliver, and perform this Agreement.

Docusign Envelope ID: 2CCFFD1B-3401-8C78-8380-F991CFEF83C0 Amendment No.1 to Master Goods and Services Agreement Between SCPPA and RHA - 3 b. Due Authorization. The execution, delivery, and performance of this Agreement by Assignor have been duly authorized by all necessary action on the part of Assignor. This Agreement has been duly executed and delivered by Assignor and constitutes the legal, valid, and binding obligation of Assignor, enforceable against Assignor in accordance with its terms. c. No Conflicts. The execution, delivery, and performance of this Agreement by Assignor do not and will not (i) violate any provision of Assignor's organizational documents, (ii) violate any law, rule, regulation, order, judgment, or decree applicable to Assignor, or (iii) conflict with, result in a breach of, or constitute a default under any material agreement to which Assignor is a party.
d. Validity of Agreement. The Agreement is in full force and effect and constitutes a valid and binding obligation of Assignor. Assignor is not in default under the Agreement, and to Assignor's knowledge, no event has occurred that, with notice or lapse of time or both, would constitute a default by Assignor under the Agreement.
e. No Consents. No consent, approval, authorization, or other action by, and no notice to or filing with, any governmental authority or third party is required for the execution, delivery, and performance by Assignor of this Agreement, except for SCPPA's consent as provided herein.

6. Representations and Warranties of Assignee. Assignee represents and warrants to Assignor and SCPPA as follows:
a. Organization and Authority. Assignee is a Corporation duly organized, validly existing, and in good standing under the laws of Delaware. Assignee has all requisite power and authority to execute, deliver, and perform this Agreement and to assume and perform the Assigned Obligations. b. Due Authorization. The execution, delivery, and performance of this Agreement by Assignee have been duly authorized by all necessary action on the part of Assignee. This Agreement has been duly executed and delivered by Assignee and constitutes the legal, valid, and binding obligation of Assignee, enforceable against Assignee in accordance with its terms. c. No Conflicts. The execution, delivery, and performance of this Agreement by Assignee do not and will not (i) violate any provision of Assignee's organizational documents, (ii) violate any law, rule, regulation, order, judgment, or decree applicable to Assignee, or (iii) conflict with, result in a breach of, or constitute a default under any material agreement to which Assignee is a party.
d. Capability to Perform. Assignee has the financial resources, expertise, and capability necessary to perform the Assigned Obligations in accordance with the terms and conditions of the Agreement.

7. Representations and Warranties of SCPPA. SCPPA represents and warrants to Assignor and Assignee as follows:

Docusign Envelope ID: 2CCFFD1B-3401-8C78-8380-F991CFEF83C0 Amendment No.1 to Master Goods and Services Agreement Between SCPPA and RHA - 4 a. Organization and Authority. SCPPA is a joint powers authority duly organized, validly existing, and in good standing under the laws of the State of California. SCPPA has all requisite power and authority to execute, deliver, and perform this Agreement.
b. Due Authorization. The execution, delivery, and performance of this Agreement by SCPPA have been duly authorized by all necessary action on the part of SCPPA. This Agreement has been duly executed and delivered by SCPPA and constitutes the legal, valid, and binding obligation of SCPPA, enforceable against SCPPA in accordance with its terms. c. Validity of Agreement. The Agreement is in full force and effect and constitutes a valid and binding obligation of SCPPA. SCPPA is not in default under the Agreement, and no event has occurred that, with notice or lapse of time or both, would constitute a default by SCPPA under the Agreement.

8. References to Assignor. All references in the Agreement to Assignor (or the Consultant named therein) shall be deemed to refer to Assignee with respect to Assigned Rights and Assigned Obligations.

9. Representatives.

Section 19 of the Agreement (Representatives) is hereby amended to read as follows:

19. Representatives
SCPPA’s representative for administration of this Agreement:

Brandon Czworniak, (626)-793-9364, [email protected]. All questions to SCPPA pertaining to this Agreement shall be referred to the person named above.

Consultant’s representative for this Agreement:

Roland Mollen, 626.435.0217, [email protected]. All questions to Consultant pertaining to this Agreement shall be referred to the person named above.

The representatives set forth herein shall have authority to give all notices required herein.

10. Notices.

The contact information in Section 20 of the Agreement (Contract Notices) is hereby amended to read as follows:

To SCPPA:

Executive Director
1160 Nicole Court
Glendora, CA 91740
(626) 793-9364
[email protected]
Docusign Envelope ID: 2CCFFD1B-3401-8C78-8380-F991CFEF83C0 Amendment No.1 to Master Goods and Services Agreement Between SCPPA and RHA - 5 To Consultant:

Resource Innovations, Inc.

Attn: Legal Department
400 North Michigan Avenue, Suite 600
Chicago, IL 60611 United States
[email protected]

11. Continuing Effect of Agreement. Except as expressly modified by this Amendment, all terms, conditions, and provisions of the Agreement shall remain in full force and effect and are hereby ratified and confirmed by the parties.

12. Counterparts. This Amendment may be executed in counterparts, and, upon execution by each signatory, each executed counterpart shall have the same force and effect as an original instrument and as if all signatories had signed the same instrument. Any signature page of this Amendment may be detached from any counterpart of this Assignment Agreement without impairing the legal effect of any signature thereon, and may be attached to another counter part of this Assignment Agreement identical in form hereto by having attached to it one or more signature pages.

13. Electronic Signatures. The Parties may execute this Assignment Agreement by manual signature or by electronic signature, each of which shall have the same force and effect. A signed copy of this Assignment Agreement transmitted by facsimile, email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original executed copy of this Assignment Agreement for all purposes, to the extent provided under applicable law, including California’s Uniform Electronic Transactions Act.

14. Survival. The representations, warranties, covenants, and agreements contained in this Agreement that by their nature are intended to survive the execution and delivery of this Agreement, including Section 4(b) (No Waiver), Section 4(c) (Reservation of Rights), and Sections 5, 6, and 7 (Representations and Warranties), shall survive the execution and delivery of this Agreement.
[SIGNATURE PAGES FOLLOW]
Docusign Envelope ID: 2CCFFD1B-3401-8C78-8380-F991CFEF83C0 Amendment No.1 to Master Goods and Services Agreement Between SCPPA and RHA - 6 IN WITNESS WHEREOF, each signatory hereto represents that he or she has been properly authorized to execute and deliver this Assignment Agreement on behalf of the party for which he or she signs.

SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY
By:

DANIEL E GARCIA
Executive Director
Approved as to Legal Form:

CHRISTINE GODINEZ
General Counsel
RICHARD HEATH & ASSOCIATES, INC.

By:

CYNTHIA BRUNO
President
RESOURCE INNOVATIONS, INC.

By:

LAUREN CASENTINI
CEO
Docusign Envelope ID: 2CCFFD1B-3401-8C78-8380-F991CFEF83C0