Agenda packet, regular meeting — Victorville City Council, July 18, 2023 (part 2 of 2)

“CFD Administrator” means the City’s Deputy City Manager, or designee thereof, responsible for determining the Special Tax Requirement and providing for the levy and collection of the Special Taxes.
“CFD No. 2018-001” means City of Victorville Community Facilities District No. 2018-001 (Victorville Lead Track).
“City” means the City of Victorville.
“City Council” means the City Council of the City, acting as the legislative body of CFD No. 2018-001.
“Class 1 Property” means an Original Property or Successor Property that has more than 100 railcars delivered per year. For purposes of determining the number of railcars delivered, the railcar calculation year shall be based on that period of time running from May 1st through the April 30th prior to the next Fiscal Year.
“Class 2 Property” means an Original Property or Successor Property that has less than or equal to 100 railcars and more than 50 railcars delivered per year. For purposes of determining the number of railcars delivered, the railcar calculation year shall be based on that period of time running from May 1st through the April 30th prior to the next Fiscal Year. “Class 3 Property” means an Original Property or Successor Property that has less than or equal to 50 railcars delivered per year. For purposes of determining the number of railcars delivered, the railcar calculation year shall be based on that period of time running from May 1st through the April 30th prior to the next Fiscal Year. “County” means the County of San Bernardino.
“Exempt Property” means all Assessors’ Parcels that are exempt from the Special Tax pursuant to Section G.
“Fiscal Year” means the period starting July 1 and ending on the following June 30. “Initial Special Tax” means the annual special tax to be levied in each Fiscal Year on each Assessor’s Parcel of Taxable Property to fund the Initial Special Tax Requirement. The Initial Special Tax may be levied in Fiscal Year 2018-2019 and Fiscal Year 2019-2020 only. “Initial Special Tax Requirement” means that amount of Initial Special Tax revenue required in Fiscal Year 2018-2019 and Fiscal Year 2019-2020 to pay for the track renewal line item identified as “90# track structure is upgraded” in the Capital and Maintenance Plan. The upgrade is scheduled in Year 2 at an estimated cost of $50,000. “Maximum Base Special Tax” means the maximum annual Base Special Tax, determined in accordance with the provisions of Section C, which may be levied in any Fiscal Year on any Assessor’s Parcel of Taxable Property.
“Maximum Initial Special Tax” means the maximum annual Initial Special Tax, determined in accordance with the provisions of Section C, which may be levied in Fiscal Year 2018-2019 and Fiscal Year 2019-2020 on any Assessor’s Parcel of Taxable Property.

City of Victorville - Community Facilities District No. 2018-001 (Victorville Lead Track)
November 14, 2017

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“Maximum Special Tax” means the total annual Maximum Initial Special Tax, the Maximum Base Special Tax and the Maximum Usage Special Tax, which may be levied in any Fiscal Year on any Assessor’s Parcel of Taxable Property.
“Maximum Usage Special Tax” means the maximum annual Usage Special Tax, determined in accordance with the provisions of Section C, which may be levied in any Fiscal Year on any Assessor’s Parcel of Taxable Property.
“Other Property” means, for each Fiscal Year, all Assessor’s Parcels not classified as Original Property, Successor Property, or Exempt Property. “Ongoing Special Tax” means the annual special tax to be levied in each Fiscal Year on each Assessor’s Parcel of Taxable Property to fund the Ongoing Special Tax Requirement. “Ongoing Special Tax Requirement” means that amount of Ongoing Special Tax revenue required in any Fiscal Year to: (i) Pay Administrative Expenses; (ii) pay Authorized Services costs; (iii) pay any amounts required to establish or replenish any repair and contingency funds, capital improvement funds, or reserve funds related to the Authorized Services expenses; and (iv) pay for reasonably anticipated delinquent Base Special Taxes and Usage Special Taxes based on the delinquency rate for Base Special Taxes and Usage Special Taxes levied in the previous Fiscal Year; less (v) a credit for funds available to reduce the annual Base Special Tax levy and Usage Special Tax levy as determined by the CFD Administrator.
“Open Space Property” means property within the boundaries of CFD No. 2018-001 which (a) has been designated with specific boundaries and acreage on a final subdivision map as open space, or (b) is classified by the County Assessor as open space, or (c) has been irrevocably offered for dedication as open space to the federal government, the State of California, the County, the City, any other public agency, a private, non-profit organization, or (d) is encumbered by an easement or other restriction required by the City limiting the use of such property to open space.
“Original Property” means an Assessor’s Parcel of Taxable Property listed in the table of Attachment A to this Rate and Method of Apportionment.
“Proportionately” means for Taxable Property that the ratio of the special tax to the maximum special tax is equal for all Taxable Property levied within each classification (Class 1 Property, Class 2 Property, Class 3 Property) within CFD No. 2018-001. “Public Property” means any property within the boundaries of CFD No. 2018-001, which (a) is owned by a public agency, (b) has been irrevocably offered for dedication to a public agency, or (c) is designated with specific boundaries and acreage on a final subdivision map as property which will be owned by a public agency. For purposes of this definition, a public agency includes the federal government, the State of California, the County, the City, or any other public agency.
“Railcar Development” means a building or structure within CFD No. 2018-001 that has the infrastructure in place to receive the delivery of railcars, whether or not railcars are actually received by the building or structure.

City of Victorville - Community Facilities District No. 2018-001 (Victorville Lead Track)
November 14, 2017

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“Special Tax” means the total annual Initial Special Tax, annual Base Special Tax and annual Usage Special Tax to be levied in each Fiscal Year on each Assessor’s Parcel of Taxable Property to fund the Special Tax Requirement.
“Special Tax Escalation Factor” means the greater of the December to December annual change in the construction cost index for the Los Angeles region as published in the Engineering New Record or 2%. In the event the construction cost index for the Los Angeles region as published in the Engineering News Record ceases to be published, another index shall be used, as determined by the CFD Administrator, that is reasonably comparable to the construction cost index for the Los Angeles region as published in the Engineering News Record.
“Special Tax Requirement” means the total amount of Special Tax revenue required in any Fiscal Year for CFD No. 2018-001 to fund the total Initial Special Tax Requirement and the Ongoing Special Tax Requirement.
“State” means the State of California.
“Successor Property” means an Assessor’s Parcel created by the subdivision or lot line adjustment from an Original Property. Once created, the Successor Property will be treated in the same manner as an Original Property in the creation of any additional Successor Properties from such Successor Property. Successor Property also includes Other Property and Assessor’s Parcel(s) annexed to CFD No. 2018-001 that obtain Railcar Development. “Taxable Property” means all of the Assessor’s Parcels within the boundaries of CFD No. 2018-001, identified in Attachment A, that are not exempt from the CFD No. 2018-001 Special Tax pursuant to law or Section G below.

B. ASSIGNMENT TO LAND USE CATEGORIES
Each Fiscal Year, all Assessor’s Parcels within CFD No. 2018-001 shall be classified as Taxable Property or Exempt Property. Each Assessor’s Parcel of Taxable Property shall be further assigned as Original Property, Successor Property, or Other Property and shall be subject to the Maximum Special Tax.

C. MAXIMUM SPECIAL TAX
The Maximum Special Tax for Taxable Property is computed according to the formula shown below.

Maximum
Special Tax
Maximum Initial
Special Tax
Maximum Base
Special Tax
Maximum Usage
Special Tax= + +
City of Victorville - Community Facilities District No. 2018-001 (Victorville Lead Track)
November 14, 2017

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1. Maximum Initial Special Tax
An Initial Special Tax shall be levied on Taxable Property during Fiscal Year 2018-2019 and Fiscal Year 2019-2020 only. Beginning with Fiscal Year 2020-2021, the Initial Special Tax shall cease to be levied.

The Fiscal Year 2018-2019 Maximum Initial Special Tax rate for Assessor’s Parcels designated as Original Property and Successor Property is $5,000 per Assessor’s Parcel and the Maximum Initial Special Tax rate for Assessor’s Parcels designated as Other Property is $0.

2. Maximum Base Special Tax
A Base Special Tax shall be levied on Taxable Property beginning Fiscal Year 2018-2019.

The Fiscal Year 2018-2019 Maximum Base Special Tax rate for Assessor’s Parcels designated as Original Property and Successor Property is $6,000 per Assessor’s Parcel and the Maximum Base Special Tax rate for Assessor’s Parcels designated as Other Property is $0.

3. Maximum Usage Special Tax
A Usage Special Tax shall be levied on Taxable Property beginning Fiscal Year 2018- 2019.

The Fiscal Year 2018-2019 Maximum Usage Special Tax rate for Assessor’s Parcels designated as Original Property and Successor Property is provided in the following table:

Usage
Land Use Category
Class 1 Property
Fiscal Year 2018-2019
Maximum Usage Special Tax
$25,000 per Assessor’s Parcel
Class 2 Property
Class 3 Property
$20,000 per Assessor’s Parcel
$15,000 per Assessor’s Parcel
The Fiscal Year 2018-2019 Maximum Usage Special Tax rate for Assessor’s Parcels designated as Other Property is $0.

4. Increase in Maximum Initial Special Tax, Maximum Base Special Tax and Maximum Usage Special Tax
On each July 1, commencing on July 1, 2019, the Maximum Initial Special Tax, the Maximum Base Special Tax and the Maximum Usage Special Tax shall be increased by the Special Tax Escalation Factor of the Maximum Initial Special Tax, the Maximum Base Special Tax and the Maximum Usage Special Tax amounts in effect for the previous Fiscal Year.

A list of Assessor’s Parcels and the total 2018-2019 Maximum Special Tax assigned is provided in Attachment A of this Rate and Method of Apportionment.

City of Victorville - Community Facilities District No. 2018-001 (Victorville Lead Track)
November 14, 2017

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D. SUCCESSOR PROPERTY
When an Original Property changes or subdivides, the Maximum Special Tax shall be assigned to a Successor Property so that there is no net loss in the Maximum Special Tax revenue. The process for apportioning the Maximum Special Tax of the Original Property to the Successor Property is as follows:

Step 1: Identify the Assessor’s Parcel(s) created by the Original Property(ies) change or subdivision.

Step 2: Using County records, City records and land use development plans, identify the Assessor’s Parcel(s) that contains the Railcar Development that was previously assigned to the Original Property. This Assessor’s Parcel(s) shall be designated as the Successor Property and the Maximum Special Tax shall be assigned to this Successor Property.

Example 1: Parcel A is an Original Property with Railcar Development and subdivides into two new Assessor’s Parcels. Parcel B contains the Railcar Development and Parcel C is undeveloped land. The new Assessor’s Parcels would be classified as follows:

Parcel Parcel A Parcel B Parcel C
Undeveloped
Other Property
$0
Development
Status
Taxable Property
Designation
Maximum
Railcar
Development
Railcar
Development
Successor
Property
Assigned per
Section C
Subdivides
To:Original Property
Assigned per
Section CSpecial Tax
If additional Assessor’s Parcel(s) are created by the Original Property(ies) change or subdivision, that results in additional Railcar Development, then those Assessor’s Parcel(s) shall also be designated as a Successor Property(ies) and shall be assigned a Maximum Special Tax in accordance with Section C of this Rate and Method of Apportionment.

Example 2: Parcel A is an Original Property with Railcar Development and subdivides into three new Assessor’s Parcels. Parcel B contains the Original Property’s Railcar Development, Parcel C obtains new Railcar Development, and Parcel D is undeveloped land. The new Assessor’s Parcels would be classified as follows:

Parcel Parcel A Parcel B Parcel C Parcel D
Development
Status
Railcar Railcar Railcar UndevelopedDevelopment Subdivides Development Development Taxable Property
Designation
Maximum
Original
Property
Assigned per
Section C
To: Successor
Property
Assigned per Assigned per
Section C Section C
Successor
Property
Other
Property
$0Special Tax
Assessor’s Parcel(s) of Taxable Property that are created by the Original Property(ies) change or subdivision, and not assigned as Successor Property, shall be designated as Other Property.

City of Victorville - Community Facilities District No. 2018-001 (Victorville Lead Track)
November 14, 2017

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Once created, if a Successor Property further changes or subdivides, the above steps shall be repeated to determine the Maximum Special Tax for each additional Successor Property created from the change or subdivision.

E. OTHER PROPERTY
If an Assessor’s Parcel that is designated as Other Property obtains Railcar Development, that Assessor’s Parcel shall be classified as Successor Property and assigned a Maximum Special Tax in accordance with Section C of this Rate and Method of Apportionment.

F. METHOD OF APPORTIONMENT OF THE SPECIAL TAX
Commencing with Fiscal Year 2018-2019, and for each following Fiscal Year, the CFD Administrator shall determine the Special Tax Requirement and levy the Special Tax until the amount of Special Taxes equals the Special Tax Requirement. The Special Tax shall be levied each Fiscal Year as follows:

1. Initial Special Tax
The Initial Special Tax shall be levied Proportionately on each Assessor's Parcel of Taxable Property at a rate up to 100% of the applicable Maximum Initial Special Tax to satisfy the Initial Special Tax Requirement.

The Initial Special Tax shall only be levied during Fiscal Year 2018-2019 and Fiscal Year 2019-2020.

2. Ongoing Special Tax
First: The Ongoing Special Tax shall be levied Proportionately on each Assessor's Parcel of Taxable Property at a rate up to 100% of the applicable Maximum Base Special Tax to satisfy the Ongoing Special Tax Requirement.

Second: If additional monies are needed to satisfy the Ongoing Special Tax Requirement after the first step has been completed, the Ongoing Special Tax shall be levied Proportionately on all Class 1 Property at a rate up to 100% of the applicable Class 1 Property Maximum Usage Special Tax to satisfy the Ongoing Special Tax Requirement.

Third: If additional monies are needed to satisfy the Ongoing Special Tax Requirement after the second step has been completed, the Ongoing Special Tax shall be levied Proportionately on all Class 2 Property at a rate up to 100% of the applicable Class 2 Property Maximum Usage Special Tax to satisfy the Ongoing Special Tax Requirement.

Fourth: If additional monies are needed to satisfy the Ongoing Special Tax Requirement after the third step has been completed, the Ongoing Special Tax shall be levied Proportionately on all Class 3 Property at a rate up to 100% of the applicable Class 3 Property Maximum Usage Special Tax to satisfy the Ongoing Special Tax Requirement.

City of Victorville - Community Facilities District No. 2018-001 (Victorville Lead Track)
November 14, 2017

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G. EXEMPTIONS

1. The CFD Administrator shall classify the following as Exempt Property: Public Property, Open Space Property, and Assessor’s Parcels with public or utility easements making impractical their utilization for any use other than the purposes set forth in the easement.

2. If the use of an Assessor's Parcel changes so that such Assessor's Parcel is no longer classified as Exempt Property pursuant to Section G.1 above, such Assessor's Parcel shall cease to be classified as Exempt Property and shall be deemed to be Taxable Property.

H. ANNEXATIONS
If Assessor’s Parcel(s) annex to CFD No. 2018-001, the Assessor’s Parcel(s) shall be designated as Taxable Property or Exempt Property. Each Assessor’s Parcel of Taxable Property shall be further assigned as Successor Property if the Assessor’s Parcel has Railcar Development or Other Property if the Assessor’s Parcel does not have Railcar Development.

Successor Property and Other Property shall be subject to the Maximum Special Tax in accordance with Section C of this Rate and Method of Apportionment.

I. REVIEW/APPEALS
The CFD Administrator may establish such procedures, as it deems necessary to undertake the review of any such appeal. The CFD Administrator shall interpret this Rate and Method of Apportionment and make determinations relative to the annual administration of the Special Tax and any landowner or tenant appeals, as herein specified.

Any landowner or tenant who feels that the amount of the Special Tax levied on their Assessor’s Parcel is in error shall first consult with the CFD Administrator regarding such error. If, following such consultation, the CFD Administrator determines that an error has occurred, the CFD Administrator may amend the amount of the Special Tax levied on such Assessor’s Parcel. If following such consultation and action (if any by the CFD Administrator), the landowner or tenant believes such error still exists, such person may file a written notice with the Deputy City Manager appealing the amount of the Special Tax levied on such Assessor's Parcel. If following such consultation and action (if any by the Deputy City Manager), the landowner or tenant believes such error still exists, such person may file a written notice with the City Council appealing the amount of the Special Tax levied on such Assessor's Parcel. The decision of the City Council shall be final and binding to all persons.

J. INTERPRETATIONS
Interpretations may be made by the CFD Administrator. If necessary, interpretations may be made by the City Council, by ordinance or resolution, for purposes of clarifying any vagueness or ambiguity as it relates to this Rate and Method of Apportionment.

City of Victorville - Community Facilities District No. 2018-001 (Victorville Lead Track)
November 14, 2017

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K. MANNER OF COLLECTION
The annual Special Tax shall be collected in the same manner and at the same time as ordinary ad valorem property taxes; provided, however, that CFD No. 2018-001, may, at the sole discretion of the City, directly bill the Special Tax, may collect the Special Taxes at a different time or in a different manner as necessary to meet its financial obligations, and may covenant to foreclose and may actually foreclose on Assessor's Parcels of Taxable Property that are delinquent in the payment of Special Taxes.

L. PREPAYMENT OF SPECIAL TAX
The Maximum Special Tax may not be prepaid and shall continue to be levied in accordance with Section F of this Rate and Method of Apportionment on an annual basis on all Taxable Property in CFD No. 2018-001.

M. REPEAL OF SPECIAL TAX
If the levy of the Special Tax is repealed by initiative or any other action participated in by the owners of Assessor’s Parcels in CFD No. 2018-001, the City shall cease to levy the Special Tax and shall cease to be obligated to provide the Authorized Services for which the Special Tax was levied. The obligations to provide the Authorized Services previously funded by the repealed Special Tax shall become the joint obligations of the property owners of Assessor’s Parcels within CFD No. 2018-001.

N. TERM OF SPECIAL TAX
The Maximum Special Tax shall be levied commencing in Fiscal Year 2018-2019 and shall be levied in perpetuity, unless and until such time the City determines that revenues are no longer needed to pay the Special Tax Requirement.

City of Victorville - Community Facilities District No. 2018-001 (Victorville Lead Track)
November 14, 2017

Page 9 ends

ATTACHMENT A
Maximum Special Tax
(Fiscal Year 2018-2019)
2018-2019
Land Usage
Class
2018-2019
Maximum Initial
Special Tax(1)
2018-2019
Maximum Base
Special Tax(1)
2018-2019
Maximum Usage
Special Tax(1)
2018-2019
Maximum
Special Tax
Assessor’s
Parcel Number
Original Property:
3090-571-04-0000
3090-571-06-0000
3090-571-07-0000
3091-191-13-0000
3091-191-23-0000
Totals:

Class 1
Class 3
Class 2
Class 3
Class 3
$5,000.00
5,000.00
5,000.00
5,000.00
5,000.00
$25,000.00
$6,000.00
6,000.00
6,000.00
6,000.00
6,000.00
$30,000.00
$25,000.00
15,000.00
20,000.00
15,000.00
15,000.00
$90,000.00
$36,000.00
26,000.00
31,000.00
26,000.00
26,000.00
$145,000.00
Other Property:
3090-401-07-0000
3090-401-08-0000
3090-411-02-0000
3090-411-03-0000
3090-531-02-0000
3090-531-03-0000
3090-531-04-0000
3090-551-02-0000
3090-551-04-0000
3090-551-05-0000
3090-551-06-0000
3090-551-07-0000
3090-571-17-0000
3091-191-05-0000
3091-191-14-0000
Totals:

N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
$0.00

0.00 0.00

0.00 0.00
$0.00
$0.00

0.00 0.00

0.00 0.00
$0.00
$0.00

0.00 0.00

0.00 0.00
$0.00
$0.00

0.00 0.00

0.00 0.00
$0.00
City of Victorville - Community Facilities District No. 2018-001 (Victorville Lead Track)
November 14, 2017

Page 10 ends

ATTACHMENT A
Maximum Special Tax
(Fiscal Year 2018-2019)
2018-2019
Land Usage
Class
2018-2019
Maximum Initial
Special Tax(1)
2018-2019
Maximum Base
Special Tax(1)
2018-2019
Maximum Usage
Special Tax(1)
2018-2019
Maximum
Special Tax
Assessor’s
Parcel Number
Public Property:
3090-401-05-0000
3090-401-06-0000
3090-411-01-0000
3090-411-04-0000
3090-411-05-0000
3090-571-10-0000
3090-571-16-0000
Totals:

N/A
N/A
N/A
N/A
N/A
N/A
N/A
$0.00

0.00 0.00

0.00 0.00
$0.00
$0.00

0.00 0.00

0.00 0.00
$0.00
$0.00

0.00 0.00

0.00 0.00
$0.00
$0.00

0.00 0.00

0.00 0.00
$0.00
(1) On each July 1, commencing on July 1, 2019, the Maximum Initial Special Tax, the Maximum Base Special Tax and the Maximum Usage Special Tax shall be increased by an amount equal to the Special Tax Escalation Factor of the Maximum Initial Special Tax, the Maximum Base Special Tax and the Maximum Usage Special Tax amounts in effect for the previous Fiscal Year.

City of Victorville - Community Facilities District No. 2018-001 (Victorville Lead Track)
November 14, 2017

Page 11 ends

APPENDIX C. DELINQUENCY SUMMARY REPORT
The following page shows the current Delinquency Summary Report.

City of Victorville
Fiscal Year 2022/23 Annual Report – CFD No. 2018-001 (Victorville Lead Track) C

City of Victorville
Delinquency Summary Report
As of: 06/30/2022
Delinquent
Amount %
Billed
Installments
Paid
Installments
Delinquent
Installments
Delinquent
Installments %
Billed
Amount
Paid
Amount
Delinquent
AmountDistrict Due Date
CFD No. 2018-001 - CFD No. 2018-001 (Victorville Lead Track) 08/01/2018 Billing:
12/10/2018
04/10/2019
Subtotal:
$72,499.23
$72,499.23
$144,998.46
$72,499.23
$72,499.23
$144,998.46
$0.00
$0.00
$0.00

0.00%

0.00%
27 27
54 5
5 0
0 0

0.00%

0.00%10
08/01/2019 Billing:
12/10/2019 $72,921.92
$72,921.92
$145,843.84
$72,921.92
$72,921.92
$145,843.84
$0.00
$0.00
$0.00

0.00%

0.00%
27 27
54 5
5 0
0 0

0.00%

0.00%
04/10/2020
Subtotal: 10
08/01/2020 Billing:
12/10/2020 $58,438.24
$58,438.24
$116,876.48
$58,438.24
$58,438.24
$116,876.48
$0.00
$0.00
$0.00

0.00%

0.00%
27 27
54 5
5 0
0 0

0.00%

0.00%
04/10/2021
Subtotal: 10
08/01/2021 Billing:
12/10/2021 $58,502.24
$58,502.24
$117,004.48
$58,502.24
$58,502.24
$117,004.48
$0.00
$0.00
$0.00

0.00%

0.00%
27 27
54 5
5 0
0 0

0.00%

0.00%
04/10/2022
Subtotal: 10
CFD No. 2018-001 Total:

Agency Grand Total:
$524,723.26
$524,723.26
$524,723.26
$524,723.26
$0.00
$0.00

0.00%

0.00%
216
216
40 40
0 0

0.00%

0.00%
Copyright © 2012 by NBS Page 1 of 1 09/19/2022 09:51:25AM

APPENDIX D. FINAL BILLING DETAIL REPORT
The following page shows the Final Billing Detail Report for Fiscal Year 2022/23.

City of Victorville
Fiscal Year 2022/23 Annual Report – CFD No. 2018-001 (Victorville Lead Track) D

City of Victorville
CFD No. 2018-001 (Victorville Lead Track)
Final Billing Detail Report for Fiscal Year 2022/23
Maximum Base
Tax
Maximum Usage
Tax
Levied Class 1
Usage
Levied Class 2
Usage
Levied Class 3
Usage
Total Special Tax
Levy (1)APN Class Levied Base Tax
3090-571-04-0000
3090-571-06-0000
3090-571-07-0000
3091-191-13-0000
3091-191-23-0000
Class 1
Class 1
Class 1
Class 3
Class 3
$7,390.87
7,390.87
7,390.87
7,390.87
7,390.87
$30,795.33
30,795.33
30,795.33
18,477.19
18,477.19
$7,390.87
7,390.87
7,390.87
7,390.87
7,390.87
$26,953.22
26,953.22
26,953.22

0.00 $0.00

0.00 0.00

0.00 0.00
$0.00

0.00 $34,343.78
34,343.78
34,343.78
7,390.56

0.00 (0.01)
(0.01)0.00 7,390.56
5 Accounts $36,954.35
$36,954.35
$129,340.37
$129,340.37
$36,954.35
$36,954.35
$80,859.66
$80,859.66
$0.00
$0.00
($0.02)
($0.02)
$117,812.46
$117,812.465 Total Accounts
Slight variances may occur due to rounding
(1) Excludes the additional $0.30 per parcel charge by San Bernardino County.

Copyright © 2013 by NBS Page 1 of 1 09/19/2022 08:41:16AM Item Number: 7
City Council / Board of Directors
Consent Calendar
Meeting of: July 18, 2023
Submitted By:

Sophie Smith, Deputy City Manager/City Treasurer

Subject:

Payroll Warrant List
Recommendation:

That the City Council and Board of Directors ratify Payroll Demand Schedule No. 11A for Payroll Period April 28, 2023, through May 12, 2023, in the amount of $1,907,375.91 covering Check Nos. 33404 through 33421, including Vendor checks. Please note employee Check No. 33410 has a live Check and an EFT Advice. Also included are Advice Nos. 300510 through 301007, per adopted budget for Fiscal Year 2022-2023 (period covering July 1, 2022, through June 30, 2023).

Fiscal Impact:

A total fiscal impact of $1,907,375.91 is authorized with this action. The attached report details the payments by check numbers.

Discussion:

I hereby certify that the claims or demands covered by the attached list of warrants have been audited as to the accuracy and availability of funds for payment thereof and that said claims or demands are accurate and the funds are available for payment thereof.

Attachments: A. Payroll Report PPE 051223
Attachment A
Payroll Report PPE 051223
City of Victorville Council Payroll Report Page 1 of 13 06/26/2023 Total Net
$2,544.26
$307.25
$718.37
$679.14
$364.20
$364.20
$1,177.56
$484.50
$170.58
$806.80
$1,324.92
$5.00
$50.00
$100.00
$500.00
$422.31
$175.00
$423.00
10,617.09
Checks
Payroll Period Beginning: April 28, 2023 through May 12, 2023 City Council Payroll Report
City of Victorville
Check Number Employee ID Check Date
33404 3581 05/15/2023
33405 3581 05/15/2023
33406 3466 05/19/2023
33407 3551 05/19/2023
33408 3310 05/19/2023
33409 3614 05/19/2023
33410 2705 05/19/2023
33411 3664 05/19/2023
33412 3662 05/19/2023
33413 3620 05/19/2023
33414 3763 05/19/2023
33415 240 05/19/2023
33416 787 05/19/2023
33417 1182 05/19/2023
33418 7912 05/19/2023
33419 13491 05/19/2023
Checks Total
33420 18154 05/19/2023
33421 20821 05/19/2023
City of Victorville Council Payroll Report Page 2 of 13 05/22/2023 Check Number Employee ID Check Date Total Net
33410 2705 05/19/2023 $2,000.00
300510 3608 05/19/2023 $2,930.84
300511 1099 05/19/2023 $761.85
300512 3758 05/19/2023 $3,021.21
300513 3243 05/19/2023 $11,605.90
300514 2115 05/19/2023 $5,071.32
300515 3142 05/19/2023 $1,844.01
300516 3640 05/19/2023 $1,898.05
300517 3297 05/19/2023 $754.67
300518 3458 05/19/2023 $402.75
300519 3229 05/19/2023 $4,373.16
300520 3283 05/19/2023 $2,472.84
300521 1064 05/19/2023 $7,071.02
300522 3467 05/19/2023 $1,853.25
300523 3727 05/19/2023 $2,037.65
300524 1706 05/19/2023 $4,440.47
300525 2395 05/19/2023 $3,488.28
300526 3700 05/19/2023 $1,861.03
300527 3747 05/19/2023 $1,861.43
300528 3625 05/19/2023 $1,420.09
300529 3684 05/19/2023 $2,079.20
300530 2624 05/19/2023 $2,439.55
300531 3745 05/19/2023 $2,489.74
300532 3043 05/19/2023 $2,011.11
300533 3031 05/19/2023 $2,779.38
300534 1748 05/19/2023 $2,818.55
300535 3638 05/19/2023 $2,989.39
300536 3561 05/19/2023 $2,351.81
300537 1903 05/19/2023 $1,735.15
300538 3616 05/19/2023 $2,279.55
300539 3630 05/19/2023 $1,761.17
300540 3527 05/19/2023 $1,946.96
300541 2682 05/19/2023 $2,186.89
300542 2627 05/19/2023 $1,969.76
300543 2366 05/19/2023 $1,798.68
300544 3750 05/19/2023 $1,974.23
300545 2594 05/19/2023 $2,824.28
300546 3730 05/19/2023 $806.65
300547 3695 05/19/2023 $1,997.84
300548 2093 05/19/2023 $1,736.48
300549 3697 05/19/2023 $4,856.04
300550 1973 05/19/2023 $2,962.89
300551 2019 05/19/2023 $2,493.21
300552 3753 05/19/2023 $2,229.19
300553 3494 05/19/2023 $2,497.04
300554 2233 05/19/2023 $2,679.48
300555 3744 05/19/2023 $1,783.45
300556 2606 05/19/2023 $2,254.88
300557 3660 05/19/2023 $1,698.17
300558 3046 05/19/2023 $2,060.58
300559 1635 05/19/2023 $4,837.05
300560 3653 05/19/2023 $2,416.39
300561 3327 05/19/2023 $2,096.64
Advices
City of Victorville Council Payroll Report Page 3 of 13 05/22/2023 Check Number Employee ID Check Date Total Net
Advices
300562 3752 05/19/2023 $1,935.68
300563 3624 05/19/2023 $1,905.30
300564 3242 05/19/2023 $2,538.11
300565 2618 05/19/2023 $1,895.78
300566 3573 05/19/2023 $1,701.90
300567 2619 05/19/2023 $2,350.57
300568 2603 05/19/2023 $1,781.16
300569 2491 05/19/2023 $2,344.94
300570 2235 05/19/2023 $2,783.21
300571 2300 05/19/2023 $3,331.59
300572 3754 05/19/2023 $2,584.64
300573 2685 05/19/2023 $1,777.27
300574 3521 05/19/2023 $2,372.90
300575 3528 05/19/2023 $2,179.75
300576 3045 05/19/2023 $2,335.88
300577 3499 05/19/2023 $2,198.14
300578 3755 05/19/2023 $1,912.23
300579 3362 05/19/2023 $2,048.05
300580 2297 05/19/2023 $1,979.66
300581 2232 05/19/2023 $2,780.33
300582 1957 05/19/2023 $2,565.11
300583 3290 05/19/2023 $2,128.72
300584 3085 05/19/2023 $2,139.96
300585 3246 05/19/2023 $3,145.95
300586 2042 05/19/2023 $3,904.94
300587 3714 05/19/2023 $1,638.17
300588 3742 05/19/2023 $1,673.60
300589 2102 05/19/2023 $2,835.79
300590 2032 05/19/2023 $3,263.54
300591 2323 05/19/2023 $3,118.65
300592 1767 05/19/2023 $2,927.56
300593 3508 05/19/2023 $2,213.13
300594 3682 05/19/2023 $3,208.81
300595 2225 05/19/2023 $4,117.13
300596 3544 05/19/2023 $1,729.75
300597 3221 05/19/2023 $2,685.85
300598 1855 05/19/2023 $364.20
300599 3627 05/19/2023 $2,096.72
300600 3757 05/19/2023 $3,314.53
300601 1533 05/19/2023 $2,300.28
300602 2833 05/19/2023 $2,197.35
300603 2211 05/19/2023 $4,901.37
300604 3497 05/19/2023 $1,615.67
300605 1426 05/19/2023 $1,079.44
300606 3105 05/19/2023 $3,850.85
300607 3703 05/19/2023 $2,010.51
300608 2254 05/19/2023 $3,160.92
300609 3618 05/19/2023 $2,494.17
300610 3482 05/19/2023 $1,721.99
300611 3724 05/19/2023 $1,134.05
300612 3354 05/19/2023 $3,708.74
300613 3011 05/19/2023 $2,215.50
300614 3623 05/19/2023 $1,134.05
300615 3295 05/19/2023 $1,879.73
300616 3400 05/19/2023 $2,445.91
City of Victorville Council Payroll Report Page 4 of 13 05/22/2023 Check Number Employee ID Check Date Total Net
Advices
300617 3184 05/19/2023 $3,239.58
300618 3547 05/19/2023 $1,134.05
300619 3673 05/19/2023 $1,134.05
300620 3288 05/19/2023 $1,659.00
300621 3702 05/19/2023 $1,844.80
300622 2742 05/19/2023 $2,761.35
300623 3089 05/19/2023 $2,859.18
300624 3641 05/19/2023 $1,742.25
300625 2379 05/19/2023 $1,985.51
300626 3672 05/19/2023 $1,134.05
300627 3634 05/19/2023 $2,779.60
300628 2711 05/19/2023 $1,644.58
300629 3639 05/19/2023 $1,549.00
300630 3586 05/19/2023 $1,818.52
300631 3190 05/19/2023 $2,875.62
300632 2249 05/19/2023 $5,134.49
300633 3650 05/19/2023 $1,502.03
300634 3393 05/19/2023 $1,685.72
300635 3250 05/19/2023 $1,618.24
300636 3491 05/19/2023 $1,113.32
300637 3548 05/19/2023 $1,134.05
300638 3511 05/19/2023 $2,032.90
300639 3396 05/19/2023 $2,011.51
300640 3663 05/19/2023 $1,438.46
300641 3541 05/19/2023 $2,302.94
300642 2499 05/19/2023 $3,095.22
300643 3379 05/19/2023 $2,285.34
300644 3694 05/19/2023 $2,367.97
300645 3737 05/19/2023 $1,980.70
300646 2105 05/19/2023 $10,498.97
300647 3474 05/19/2023 $1,905.88
300648 2515 05/19/2023 $2,907.50
300649 3636 05/19/2023 $2,348.64
300650 2679 05/19/2023 $2,518.77
300651 3490 05/19/2023 $2,214.80
300652 3475 05/19/2023 $2,206.42
300653 2181 05/19/2023 $2,616.29
300654 3353 05/19/2023 $2,622.00
300655 3735 05/19/2023 $3,520.25
300656 3542 05/19/2023 $2,220.14
300657 3731 05/19/2023 $2,381.63
300658 1955 05/19/2023 $3,696.47
300659 1632 05/19/2023 $2,468.41
300660 3736 05/19/2023 $2,434.64
300661 3692 05/19/2023 $2,332.10
300662 3147 05/19/2023 $2,819.87
300663 3732 05/19/2023 $2,334.39
300664 3148 05/19/2023 $2,931.40
300665 3195 05/19/2023 $3,562.47
300666 3602 05/19/2023 $2,343.89
300667 1970 05/19/2023 $2,375.98
300668 1520 05/19/2023 $2,383.49
300669 2605 05/19/2023 $2,110.97
300670 3505 05/19/2023 $4,407.64
300671 2540 05/19/2023 $3,330.06
City of Victorville Council Payroll Report Page 5 of 13 05/22/2023 Check Number Employee ID Check Date Total Net
Advices
300672 2377 05/19/2023 $2,568.06
300673 1079 05/19/2023 $2,542.67
300674 2312 05/19/2023 $2,473.74
300675 3510 05/19/2023 $2,206.80
300676 3637 05/19/2023 $2,727.66
300677 1901 05/19/2023 $5,898.89
300678 3628 05/19/2023 $2,242.53
300679 3068 05/19/2023 $2,055.21
300680 3633 05/19/2023 $2,513.57
300681 3129 05/19/2023 $3,373.78
300682 1998 05/19/2023 $2,822.20
300683 2376 05/19/2023 $4,374.96
300684 2111 05/19/2023 $3,101.07
300685 3543 05/19/2023 $1,954.59
300686 3303 05/19/2023 $3,586.67
300687 3558 05/19/2023 $2,666.84
300688 1655 05/19/2023 $2,935.21
300689 3285 05/19/2023 $2,508.93
300690 1529 05/19/2023 $1,888.19
300691 3238 05/19/2023 $4,153.95
300692 3346 05/19/2023 $2,099.06
300693 1776 05/19/2023 $3,072.32
300694 3192 05/19/2023 $2,029.93
300695 2655 05/19/2023 $1,491.17
300696 3749 05/19/2023 $1,774.51
300697 2798 05/19/2023 $2,139.15
300698 2522 05/19/2023 $835.75
300699 3265 05/19/2023 $2,074.06
300700 1503 05/19/2023 $2,977.56
300701 2505 05/19/2023 $2,734.47
300702 3299 05/19/2023 $1,777.18
300703 3113 05/19/2023 $1,927.62
300704 1007 05/19/2023 $2,991.83
300705 3185 05/19/2023 $2,320.12
300706 3729 05/19/2023 $1,526.57
300707 2343 05/19/2023 $1,295.93
300708 3273 05/19/2023 $2,548.38
300709 3121 05/19/2023 $1,854.20
300710 1497 05/19/2023 $2,520.36
300711 3537 05/19/2023 $2,508.56
300712 2192 05/19/2023 $1,964.22
300713 3513 05/19/2023 $2,132.76
300714 3685 05/19/2023 $1,617.93
300715 2034 05/19/2023 $2,024.77
300716 2275 05/19/2023 $2,763.07
300717 3380 05/19/2023 $2,393.24
300718 3191 05/19/2023 $2,364.37
300719 2530 05/19/2023 $2,851.66
300720 3496 05/19/2023 $918.47
300721 3051 05/19/2023 $2,699.86
300722 1750 05/19/2023 $2,260.22
300723 2770 05/19/2023 $1,870.76
300724 2228 05/19/2023 $2,698.15
300725 3726 05/19/2023 $1,200.46
300726 3748 05/19/2023 $2,111.75
City of Victorville Council Payroll Report Page 6 of 13 05/22/2023 Check Number Employee ID Check Date Total Net
Advices
300727 3101 05/19/2023 $2,620.10
300728 3335 05/19/2023 $2,130.48
300729 3611 05/19/2023 $1,222.81
300730 1249 05/19/2023 $2,001.51
300731 3284 05/19/2023 $1,961.39
300732 3580 05/19/2023 $1,134.05
300733 3621 05/19/2023 $1,368.34
300734 3270 05/19/2023 $1,789.97
300735 2248 05/19/2023 $1,947.50
300736 3263 05/19/2023 $1,733.92
300737 3622 05/19/2023 $1,068.29
300738 1588 05/19/2023 $2,131.34
300739 2189 05/19/2023 $2,627.86
300740 3560 05/19/2023 $1,664.13
300741 3509 05/19/2023 $2,381.02
300742 3226 05/19/2023 $1,723.72
300743 3257 05/19/2023 $1,914.96
300744 1121 05/19/2023 $2,354.69
300745 3149 05/19/2023 $2,334.99
300746 1865 05/19/2023 $2,048.89
300747 3479 05/19/2023 $1,661.18
300748 3689 05/19/2023 $1,058.03
300749 1723 05/19/2023 $1,287.50
300750 3296 05/19/2023 $2,109.18
300751 3707 05/19/2023 $1,768.99
300752 3572 05/19/2023 $1,231.13
300753 2531 05/19/2023 $2,819.24
300754 1513 05/19/2023 $2,127.58
300755 2118 05/19/2023 $944.89
300756 3387 05/19/2023 $1,145.89
300757 3330 05/19/2023 $1,687.90
300758 2681 05/19/2023 $3,589.34
300759 2119 05/19/2023 $1,846.46
300760 1612 05/19/2023 $1,975.10
300761 1282 05/19/2023 $2,283.92
300762 3610 05/19/2023 $1,659.83
300763 3277 05/19/2023 $1,769.40
300764 3287 05/19/2023 $1,884.39
300765 3037 05/19/2023 $1,734.51
300766 1449 05/19/2023 $2,742.11
300767 3481 05/19/2023 $1,874.80
300768 2677 05/19/2023 $5,014.76
300769 3688 05/19/2023 $1,134.05
300770 3341 05/19/2023 $1,932.99
300771 1137 05/19/2023 $2,023.79
300772 2383 05/19/2023 $1,920.83
300773 3687 05/19/2023 $1,134.05
300774 3130 05/19/2023 $1,857.20
300775 2489 05/19/2023 $1,723.13
300776 3733 05/19/2023 $1,508.59
300777 3361 05/19/2023 $1,860.56
300778 3139 05/19/2023 $1,454.74
300779 2696 05/19/2023 $1,817.78
300780 1287 05/19/2023 $8,943.67
300781 3536 05/19/2023 $2,897.65
City of Victorville Council Payroll Report Page 7 of 13 05/22/2023 Check Number Employee ID Check Date Total Net
Advices
300782 3722 05/19/2023 $1,756.29
300783 1254 05/19/2023 $1,997.69
300784 3187 05/19/2023 $1,805.94
300785 2368 05/19/2023 $1,897.08
300786 3095 05/19/2023 $1,685.88
300787 3532 05/19/2023 $2,331.97
300788 3258 05/19/2023 $1,811.66
300789 3100 05/19/2023 $2,680.61
300790 3259 05/19/2023 $1,406.04
300791 3344 05/19/2023 $1,927.29
300792 1338 05/19/2023 $3,448.01
300793 3507 05/19/2023 $1,792.81
300794 2229 05/19/2023 $1,714.09
300795 1049 05/19/2023 $2,285.22
300796 1506 05/19/2023 $1,911.44
300797 1959 05/19/2023 $3,258.04
300798 3004 05/19/2023 $2,033.63
300799 1893 05/19/2023 $1,998.06
300800 3626 05/19/2023 $1,883.86
300801 1581 05/19/2023 $2,448.60
300802 1932 05/19/2023 $5,209.92
300803 3279 05/19/2023 $1,923.66
300804 3725 05/19/2023 $1,134.05
300805 2460 05/19/2023 $1,896.30
300806 3671 05/19/2023 $1,603.90
300807 3112 05/19/2023 $1,595.85
300808 2732 05/19/2023 $1,829.17
300809 2552 05/19/2023 $2,058.44
300810 2476 05/19/2023 $3,369.36
300811 2279 05/19/2023 $2,456.30
300812 3515 05/19/2023 $5,054.21
300813 3092 05/19/2023 $2,904.23
300814 3138 05/19/2023 $2,820.79
300815 3146 05/19/2023 $2,792.51
300816 2590 05/19/2023 $2,164.41
300817 2748 05/19/2023 $2,004.23
300818 3709 05/19/2023 $2,609.35
300819 2669 05/19/2023 $3,094.21
300820 2623 05/19/2023 $1,871.29
300821 2637 05/19/2023 $2,338.46
300822 3079 05/19/2023 $1,865.81
300823 2638 05/19/2023 $2,827.64
300824 3109 05/19/2023 $2,922.97
300825 2671 05/19/2023 $8,637.42
300826 3019 05/19/2023 $4,049.71
300827 2593 05/19/2023 $2,437.93
300828 3328 05/19/2023 $2,339.23
300829 3461 05/19/2023 $2,228.42
300830 2626 05/19/2023 $1,482.21
300831 3038 05/19/2023 $2,569.32
300832 3052 05/19/2023 $1,975.58
300833 2290 05/19/2023 $3,959.22
300834 3716 05/19/2023 $1,637.61
300835 3110 05/19/2023 $2,182.17
300836 2641 05/19/2023 $1,854.13
City of Victorville Council Payroll Report Page 8 of 13 05/22/2023 Check Number Employee ID Check Date Total Net
Advices
300837 2612 05/19/2023 $2,352.65
300838 3698 05/19/2023 $1,184.74
300839 2642 05/19/2023 $2,250.24
300840 3705 05/19/2023 $2,032.10
300841 3331 05/19/2023 $1,762.05
300842 2674 05/19/2023 $2,712.30
300843 3231 05/19/2023 $2,341.09
300844 3228 05/19/2023 $2,888.38
300845 2628 05/19/2023 $2,801.57
300846 3301 05/19/2023 $1,642.90
300847 2630 05/19/2023 $2,675.94
300848 3182 05/19/2023 $2,440.77
300849 2599 05/19/2023 $2,110.32
300850 2683 05/19/2023 $2,576.10
300851 2753 05/19/2023 $2,278.48
300852 2610 05/19/2023 $2,371.54
300853 3323 05/19/2023 $1,779.53
300854 1389 05/19/2023 $3,254.15
300855 3264 05/19/2023 $1,952.19
300856 2808 05/19/2023 $1,821.76
300857 2646 05/19/2023 $1,989.74
300858 3617 05/19/2023 $1,559.91
300859 2600 05/19/2023 $2,486.30
300860 2524 05/19/2023 $2,615.65
300861 2686 05/19/2023 $1,946.18
300862 2193 05/19/2023 $2,180.19
300863 3322 05/19/2023 $2,164.24
300864 3629 05/19/2023 $2,565.52
300865 3230 05/19/2023 $3,146.86
300866 1931 05/19/2023 $2,340.45
300867 2038 05/19/2023 $1,587.71
300868 2339 05/19/2023 $2,344.79
300869 2678 05/19/2023 $3,636.88
300870 3240 05/19/2023 $1,916.83
300871 3743 05/19/2023 $1,759.75
300872 3215 05/19/2023 $2,507.25
300873 3140 05/19/2023 $1,785.97
300874 3035 05/19/2023 $3,105.09
300875 3651 05/19/2023 $2,061.95
300876 1853 05/19/2023 $2,827.74
300877 3645 05/19/2023 $708.17
300878 3503 05/19/2023 $2,574.67
300879 3589 05/19/2023 $490.75
300880 3579 05/19/2023 $689.47
300881 3376 05/19/2023 $3,449.74
300882 3384 05/19/2023 $1,093.22
300883 3386 05/19/2023 $1,921.46
300884 2488 05/19/2023 $971.43
300885 3120 05/19/2023 $979.05
300886 3502 05/19/2023 $2,203.67
300887 3582 05/19/2023 $997.25
300888 3252 05/19/2023 $2,606.59
300889 3070 05/19/2023 $2,227.34
300890 3657 05/19/2023 $706.84
300891 3740 05/19/2023 $978.45
City of Victorville Council Payroll Report Page 9 of 13 05/22/2023 Check Number Employee ID Check Date Total Net
Advices
300892 1866 05/19/2023 $1,877.51
300893 3371 05/19/2023 $1,025.90
300894 3674 05/19/2023 $925.26
300895 3717 05/19/2023 $180.28
300896 3655 05/19/2023 $708.59
300897 3656 05/19/2023 $764.33
300898 2478 05/19/2023 $1,067.04
300899 3648 05/19/2023 $641.03
300900 3471 05/19/2023 $1,066.58
300901 3531 05/19/2023 $3,832.80
300902 3665 05/19/2023 $424.41
300903 3587 05/19/2023 $920.99
300904 3669 05/19/2023 $306.54
300905 3029 05/19/2023 $1,614.26
300906 3326 05/19/2023 $3,155.98
300907 3649 05/19/2023 $334.28
300908 3609 05/19/2023 $814.33
300909 3492 05/19/2023 $502.92
300910 3691 05/19/2023 $814.33
300911 3576 05/19/2023 $1,087.29
300912 3647 05/19/2023 $349.30
300913 3566 05/19/2023 $634.46
300914 3368 05/19/2023 $1,776.09
300915 2006 05/19/2023 $1,586.80
300916 3761 05/19/2023 $1,569.07
300917 2684 05/19/2023 $1,456.92
300918 1966 05/19/2023 $2,148.15
300919 3388 05/19/2023 $1,973.42
300920 2355 05/19/2023 $2,417.15
300921 3696 05/19/2023 $2,361.42
300922 3500 05/19/2023 $3,595.69
300923 3654 05/19/2023 $1,430.29
300924 2039 05/19/2023 $1,857.35
300925 3281 05/19/2023 $1,621.76
300926 3550 05/19/2023 $2,429.96
300927 2629 05/19/2023 $2,043.63
300928 3348 05/19/2023 $1,793.30
300929 1544 05/19/2023 $2,451.08
300930 3107 05/19/2023 $2,138.07
300931 3081 05/19/2023 $2,049.07
300932 3523 05/19/2023 $3,843.78
300933 3271 05/19/2023 $1,775.44
300934 3017 05/19/2023 $4,522.00
300935 3706 05/19/2023 $1,370.28
300936 3512 05/19/2023 $2,365.88
300937 2027 05/19/2023 $1,390.92
300938 2330 05/19/2023 $2,837.15
300939 3632 05/19/2023 $1,626.87
300940 3437 05/19/2023 $3,598.49
300941 3652 05/19/2023 $2,126.54
300942 3421 05/19/2023 $5,469.27
300943 3439 05/19/2023 $3,074.08
300944 3440 05/19/2023 $4,451.42
300945 3441 05/19/2023 $4,033.44
300946 3473 05/19/2023 $5,459.66
City of Victorville Council Payroll Report Page 10 of 13 05/22/2023 Check Number Employee ID Check Date Total Net
Advices
300947 3406 05/19/2023 $4,265.77
300948 3422 05/19/2023 $4,620.95
300949 3442 05/19/2023 $4,357.94
300950 3433 05/19/2023 $4,851.32
300951 3469 05/19/2023 $3,195.57
300952 3424 05/19/2023 $2,509.59
300953 3414 05/19/2023 $4,088.07
300954 3704 05/19/2023 $5,891.84
300955 3734 05/19/2023 $4,468.12
300956 3710 05/19/2023 $4,017.01
300957 3443 05/19/2023 $4,427.90
300958 3600 05/19/2023 $3,569.03
300959 3711 05/19/2023 $3,637.98
300960 3751 05/19/2023 $2,600.60
300961 3418 05/19/2023 $3,194.68
300962 3759 05/19/2023 $4,413.98
300963 3715 05/19/2023 $4,930.94
300964 3444 05/19/2023 $4,283.56
300965 3583 05/19/2023 $4,484.91
300966 3585 05/19/2023 $3,643.38
300967 3594 05/19/2023 $4,089.09
300968 1718 05/19/2023 $3,325.00
300969 3409 05/19/2023 $3,629.66
300970 3426 05/19/2023 $5,179.32
300971 3642 05/19/2023 $2,434.95
300972 3584 05/19/2023 $4,495.43
300973 3746 05/19/2023 $1,997.00
300974 3538 05/19/2023 $2,017.76
300975 3410 05/19/2023 $4,337.18
300976 3447 05/19/2023 $3,853.17
300977 3427 05/19/2023 $4,831.62
300978 3607 05/19/2023 $3,649.25
300979 3411 05/19/2023 $3,255.80
300980 3448 05/19/2023 $3,644.99
300981 3719 05/19/2023 $1,595.06
300982 3518 05/19/2023 $2,024.28
300983 3449 05/19/2023 $5,153.48
300984 3428 05/19/2023 $3,630.80
300985 3429 05/19/2023 $2,270.91
300986 3455 05/19/2023 $2,787.89
300987 3451 05/19/2023 $5,695.74
300988 3712 05/19/2023 $4,141.10
300989 3595 05/19/2023 $1,798.42
300990 3430 05/19/2023 $4,664.42
300991 3452 05/19/2023 $2,366.99
300992 3417 05/19/2023 $2,973.70
300993 3431 05/19/2023 $5,432.46
300994 3419 05/19/2023 $3,649.47
300995 3524 05/19/2023 $2,750.69
300996 3412 05/19/2023 $4,923.97
300997 3420 05/19/2023 $3,686.69
300998 3378 05/19/2023 $5,383.34
300999 3435 05/19/2023 $3,060.02
301000 3432 05/19/2023 $3,324.29
301001 3408 05/19/2023 $2,619.60
City of Victorville Council Payroll Report Page 11 of 13 05/22/2023 Check Number Employee ID Check Date Total Net
Advices
301002 3456 05/19/2023 $3,836.72
301003 3591 05/19/2023 $3,139.27
301004 3392 05/19/2023 $3,953.44
301005 2210 05/19/2023 $2,548.27
301006 3434 05/19/2023 $3,506.50
301007 3761 05/19/2023 $1,418.88
Advices Total 1,235,931.82
City of Victorville Council Payroll Report Page 12 of 13 05/22/2023 Total Gross
5/4/2023 $9.92
5/5/2023 $48.00
5/16/2023 $376.74
5/19/2023 $215,486.70
5/5/2023 $4.05
5/17/2023 $111.95
5/22/2023 $58,601.95
5/19/2023 $4,839.70
5/22/2023 $81,172.70
5/22/2023 $439.92
5/24/2023 $296,675.37
5/18/2023 $3,060.00
$660,827.00
VV Firefighter's Union
Electronic Vendor Payments
Electronic Vendor Payments Total
IRS
IRS
IRS
State Taxes
State Taxes
Vendor Check Date
IRS
State Taxes
CASDU
Deferred Comp (457)
Deferred Comp (401a)
PERS
City of Victorville Council Payroll Report Page 13 of 13 05/22/2023 Item Number: 8
City Council / Board of Directors
Consent Calendar
Meeting of: July 18, 2023
Submitted By:

Sophie Smith, Deputy City Manager/City Treasurer

Subject:

Payroll Warrant List
Recommendation:

That the City Council and Board of Directors ratify Payroll Demand Schedule No. 11B for Payroll Period May 12, 2023, through May 26, 2023, in the amount of $1,983,896.23 covering Check Nos. 33422 through 33463, including Vendor checks. Please note employee Check No. 33424 and 33449 have a live Check and an EFT Advice. Also included are Advice Nos. 301008 through 301504, per adopted budget for Fiscal Year 2022-2023 (period covering July 1, 2022, through June 30, 2023).

Fiscal Impact:

A total fiscal impact of $1,983,896.23 is authorized with this action. The attached report details the payments by check numbers.

Discussion:

Attachments: A. Payroll Report PPE 052623

Attachment A
Payroll Report PPE 052623
City of Victorville Council Payroll Report 06/06/2023 Page 1 of 14 Check Number Employee ID
33422 3466
33423 3551
33424 2705
33425 3769
33426 3765
33427 3676
33428 3773
33429 3778
33430 3768
33431 3477
33432 3784
33433 3780
33434 3767
33435 3774
33436 3664
33437 3772
33438 3766
33439 3787
33440 3680
33441 3783
33442 3575
33443 3775
33444 3779
33445 3677
33446 3771
33447 3785
33448 3782
33449 3326
33450 3658
33451 3770
33452 3662
33453 3776
33454 3777
33455 3620
33456 3449
33457 240
33458 787
33459 1182
33460 7912

Checks
Check Date Total Net
06/02/2023 $718.37
06/02/2023 $679.14
06/02/2023 $1,352.62
06/02/2023 $30.04
06/02/2023 $30.04
06/02/2023 $112.68
06/02/2023 $30.04
06/02/2023 $30.04
06/02/2023 $30.04
06/02/2023 $188.42
06/02/2023 $170.94
06/02/2023 $30.04
06/02/2023 $30.04
06/02/2023 $30.04
06/02/2023 $244.13
06/02/2023 $30.04
06/02/2023 $30.04
06/02/2023 $170.94
06/02/2023 $130.24
06/02/2023 $170.94
06/02/2023 $153.37
06/02/2023 $30.04
06/02/2023 $30.04
06/02/2023 $130.24
06/02/2023 $30.04
06/02/2023 $130.24
06/02/2023 $170.94
06/02/2023 $2,705.97
06/02/2023 $158.73
06/02/2023 $30.04
06/02/2023 $57.08
06/02/2023 $30.04
06/02/2023 $30.04
06/02/2023 $1,834.25
06/02/2023 $4,252.31
06/02/2023 $5.00
06/02/2023 $50.00
06/02/2023 $100.00
06/02/2023 $500.00

City of Victorville
City Council Payroll Report
Payroll Period Beginning: May 12, 2023 through May 26, 2023

City of Victorville Council Payroll Report 06/06/2023 Page 2 of 14 Checks
Check Number Employee ID Check Date Total Net
33461 13491 06/02/2023 $422.31
33462 18154 06/02/2023 $175.00
33463 20821 06/02/2023 $423.00
Checks Total 15,687.50
City of Victorville Council Payroll Report 06/06/2023 Page 3 of 14

Advices
Check Number Employee ID Check Date Total Net
33424 2705 06/02/2023 $2,000.00
33449 3326 06/02/2023 $450.00
301008 3589 05/23/2023 $503.91
301009 3608 06/02/2023 $2,930.84
301010 1099 06/02/2023 $1,014.72
301011 3758 06/02/2023 $3,209.84
301012 3243 06/02/2023 $3,885.09
301013 2115 06/02/2023 $5,071.32
301014 3142 06/02/2023 $1,731.69
301015 3640 06/02/2023 $1,898.05
301016 3297 06/02/2023 $754.67
301017 3458 06/02/2023 $809.88
301018 3229 06/02/2023 $4,373.16
301019 3283 06/02/2023 $2,472.84
301020 1064 06/02/2023 $7,071.02
301021 3467 06/02/2023 $2,155.79
301022 3727 06/02/2023 $2,037.64
301023 1706 06/02/2023 $4,440.47
301024 2395 06/02/2023 $3,488.28
301025 3700 06/02/2023 $1,829.98
301026 3747 06/02/2023 $1,820.73
301027 3625 06/02/2023 $1,420.09
301028 3684 06/02/2023 $2,079.21
301029 2624 06/02/2023 $2,439.55
301030 3745 06/02/2023 $2,489.74
301031 3043 06/02/2023 $1,991.82
301032 3031 06/02/2023 $2,779.39
301033 1748 06/02/2023 $2,818.55
301034 3638 06/02/2023 $3,498.92
301035 3561 06/02/2023 $2,351.81
301036 1903 06/02/2023 $1,814.23
301037 3616 06/02/2023 $2,279.55
301038 3630 06/02/2023 $1,761.17
301039 3527 06/02/2023 $1,834.23
301040 2682 06/02/2023 $2,186.89
301041 2627 06/02/2023 $1,969.75
301042 2366 06/02/2023 $1,798.67
301043 3750 06/02/2023 $1,974.23
301044 2594 06/02/2023 $2,824.28
301045 3730 06/02/2023 $772.11
301046 3521 06/02/2023 $2,372.91
301047 3695 06/02/2023 $1,997.84
301048 2093 06/02/2023 $1,736.48
301049 3697 06/02/2023 $4,856.04
301050 1973 06/02/2023 $2,962.89
301051 2019 06/02/2023 $2,493.21
301052 3753 06/02/2023 $2,229.19
City of Victorville Council Payroll Report 06/06/2023 Page 4 of 14 Advices
Check Number Employee ID Check Date Total Net
301053 3494 06/02/2023 $2,497.04
301054 2233 06/02/2023 $2,943.28
301055 3744 06/02/2023 $1,783.45
301056 2606 06/02/2023 $2,254.88
301057 3660 06/02/2023 $1,681.79
301058 3046 06/02/2023 $900.73
301059 1635 06/02/2023 $4,837.05
301060 3653 06/02/2023 $2,414.15
301061 3327 06/02/2023 $2,096.64
301062 3752 06/02/2023 $1,935.68
301063 3624 06/02/2023 $1,889.35
301064 3242 06/02/2023 $2,538.12
301065 2618 06/02/2023 $1,895.79
301066 3573 06/02/2023 $1,701.90
301067 2619 06/02/2023 $2,350.57
301068 2603 06/02/2023 $1,781.16
301069 2491 06/02/2023 $2,344.94
301070 2235 06/02/2023 $2,783.21
301071 2300 06/02/2023 $3,331.59
301072 3754 06/02/2023 $2,396.60
301073 2685 06/02/2023 $1,777.28
301074 3528 06/02/2023 $2,088.65
301075 3045 06/02/2023 $2,785.41
301076 3499 06/02/2023 $2,556.05
301077 3755 06/02/2023 $1,912.23
301078 3362 06/02/2023 $2,048.05
301079 2297 06/02/2023 $1,979.66
301080 2232 06/02/2023 $2,780.33
301081 1957 06/02/2023 $2,565.11
301082 3290 06/02/2023 $2,128.72
301083 3085 06/02/2023 $2,139.95
301084 3246 06/02/2023 $3,145.95
301085 2042 06/02/2023 $3,904.94
301086 3714 06/02/2023 $1,638.17
301087 3742 06/02/2023 $1,673.60
301088 2102 06/02/2023 $2,835.79
301089 2032 06/02/2023 $3,263.54
301090 2323 06/02/2023 $3,118.65
301091 1767 06/02/2023 $2,927.57
301092 3508 06/02/2023 $2,213.12
301093 3740 06/02/2023 $929.95
301094 3682 06/02/2023 $3,208.81
301095 2225 06/02/2023 $4,042.13
301096 3544 06/02/2023 $1,729.75
301097 3221 06/02/2023 $2,685.85
301098 3627 06/02/2023 $2,096.72
301099 3757 06/02/2023 $3,314.53
301100 1533 06/02/2023 $2,300.28
City of Victorville Council Payroll Report 06/06/2023 Page 5 of 14 Advices
Check Number Employee ID Check Date Total Net
301101 2833 06/02/2023 $2,197.35
301102 2211 06/02/2023 $4,901.37
301103 3497 06/02/2023 $1,615.68
301104 1426 06/02/2023 $1,079.44
301105 3105 06/02/2023 $1,783.10
301106 3703 06/02/2023 $2,010.51
301107 2254 06/02/2023 $3,023.76
301108 3618 06/02/2023 $2,074.72
301109 3482 06/02/2023 $3,406.14
301110 3724 06/02/2023 $1,262.57
301111 3354 06/02/2023 $3,510.43
301112 3011 06/02/2023 $1,962.55
301113 3623 06/02/2023 $1,134.05
301114 3295 06/02/2023 $2,220.08
301115 3400 06/02/2023 $2,673.31
301116 3184 06/02/2023 $3,239.58
301117 3547 06/02/2023 $1,134.05
301118 3673 06/02/2023 $1,134.05
301119 3288 06/02/2023 $1,659.00
301120 3702 06/02/2023 $1,844.80
301121 2742 06/02/2023 $2,761.35
301122 3089 06/02/2023 $2,779.10
301123 3641 06/02/2023 $1,678.68
301124 2379 06/02/2023 $1,985.50
301125 3672 06/02/2023 $1,134.05
301126 3634 06/02/2023 $2,471.29
301127 2711 06/02/2023 $1,644.58
301128 3639 06/02/2023 $1,549.01
301129 3586 06/02/2023 $1,818.52
301130 3190 06/02/2023 $2,938.82
301131 2249 06/02/2023 $5,134.48
301132 3650 06/02/2023 $1,502.03
301133 3393 06/02/2023 $1,711.82
301134 3250 06/02/2023 $1,618.24
301135 3491 06/02/2023 $1,113.32
301136 3548 06/02/2023 $1,004.97
301137 3511 06/02/2023 $2,035.63
301138 3396 06/02/2023 $2,011.51
301139 3663 06/02/2023 $1,438.46
301140 3541 06/02/2023 $2,302.94
301141 2499 06/02/2023 $3,095.22
301142 3379 06/02/2023 $2,560.69
301143 3694 06/02/2023 $2,272.68
301144 3737 06/02/2023 $1,980.70
301145 2105 06/02/2023 $4,745.30
301146 3474 06/02/2023 $1,905.88
301147 2515 06/02/2023 $2,800.23
301148 3636 06/02/2023 $2,348.64
City of Victorville Council Payroll Report 06/06/2023 Page 6 of 14 Advices
Check Number Employee ID Check Date Total Net
301149 2679 06/02/2023 $2,745.77
301150 3490 06/02/2023 $2,247.16
301151 3475 06/02/2023 $2,516.94
301152 2181 06/02/2023 $2,625.09
301153 3353 06/02/2023 $2,622.01
301154 3735 06/02/2023 $3,520.25
301155 3542 06/02/2023 $2,773.64
301156 3731 06/02/2023 $2,581.62
301157 1955 06/02/2023 $3,555.52
301158 1632 06/02/2023 $2,104.25
301159 3736 06/02/2023 $2,434.64
301160 3692 06/02/2023 $2,332.10
301161 3147 06/02/2023 $2,743.13
301162 3732 06/02/2023 $2,362.37
301163 3148 06/02/2023 $2,931.40
301164 3195 06/02/2023 $2,378.66
301165 3602 06/02/2023 $2,429.16
301166 1970 06/02/2023 $2,308.04
301167 1520 06/02/2023 $2,194.44
301168 2605 06/02/2023 $2,110.97
301169 3505 06/02/2023 $4,594.59
301170 2540 06/02/2023 $3,330.06
301171 2377 06/02/2023 $2,568.06
301172 1079 06/02/2023 $2,542.67
301173 2312 06/02/2023 $8,037.07
301174 3510 06/02/2023 $3,908.23
301175 3637 06/02/2023 $2,727.66
301176 1901 06/02/2023 $5,898.89
301177 3628 06/02/2023 $2,242.53
301178 3068 06/02/2023 $2,055.22
301179 3633 06/02/2023 $2,513.57
301180 3129 06/02/2023 $3,373.78
301181 1998 06/02/2023 $2,822.20
301182 2376 06/02/2023 $4,374.96
301183 2111 06/02/2023 $2,752.63
301184 3543 06/02/2023 $1,954.59
301185 3303 06/02/2023 $3,586.67
301186 3558 06/02/2023 $2,666.84
301187 1655 06/02/2023 $2,820.71
301188 3285 06/02/2023 $3,311.96
301189 1529 06/02/2023 $1,888.19
301190 3238 06/02/2023 $4,153.95
301191 3346 06/02/2023 $2,099.06
301192 1776 06/02/2023 $3,072.32
301193 3192 06/02/2023 $2,029.93
301194 2655 06/02/2023 $1,491.17
301195 3749 06/02/2023 $1,774.51
301196 2798 06/02/2023 $2,139.16
City of Victorville Council Payroll Report 06/06/2023 Page 7 of 14 Advices
Check Number Employee ID Check Date Total Net
301197 2522 06/02/2023 $2,542.65
301198 3265 06/02/2023 $2,074.06
301199 1503 06/02/2023 $2,977.56
301200 2505 06/02/2023 $2,734.47
301201 3299 06/02/2023 $1,777.18
301202 3113 06/02/2023 $1,927.62
301203 1007 06/02/2023 $2,991.82
301204 3185 06/02/2023 $2,320.12
301205 3729 06/02/2023 $1,526.57
301206 2343 06/02/2023 $1,295.93
301207 3273 06/02/2023 $2,917.54
301208 3121 06/02/2023 $1,854.20
301209 1497 06/02/2023 $2,520.36
301210 3537 06/02/2023 $2,508.56
301211 2192 06/02/2023 $1,964.22
301212 3513 06/02/2023 $2,132.77
301213 3685 06/02/2023 $1,617.93
301214 2034 06/02/2023 $5,290.73
301215 2275 06/02/2023 $2,763.08
301216 3380 06/02/2023 $2,393.25
301217 3191 06/02/2023 $2,050.01
301218 2530 06/02/2023 $2,812.66
301219 3496 06/02/2023 $918.47
301220 3051 06/02/2023 $2,024.85
301221 1750 06/02/2023 $2,260.22
301222 2770 06/02/2023 $1,870.76
301223 2228 06/02/2023 $2,193.31
301224 3726 06/02/2023 $1,200.46
301225 3748 06/02/2023 $2,164.29
301226 3101 06/02/2023 $2,620.10
301227 3335 06/02/2023 $2,130.47
301228 3611 06/02/2023 $1,222.81
301229 1249 06/02/2023 $2,001.50
301230 3284 06/02/2023 $2,570.02
301231 3580 06/02/2023 $1,134.05
301232 3621 06/02/2023 $1,647.88
301233 3270 06/02/2023 $1,789.97
301234 2248 06/02/2023 $1,947.50
301235 3263 06/02/2023 $1,733.92
301236 3622 06/02/2023 $1,068.29
301237 1588 06/02/2023 $2,131.33
301238 2189 06/02/2023 $2,683.59
301239 3560 06/02/2023 $1,664.14
301240 3509 06/02/2023 $2,360.00
301241 3226 06/02/2023 $1,844.56
301242 3257 06/02/2023 $1,914.96
301243 1121 06/02/2023 $2,720.87
301244 3149 06/02/2023 $2,334.99
City of Victorville Council Payroll Report 06/06/2023 Page 8 of 14 Advices
Check Number Employee ID Check Date Total Net
301245 1865 06/02/2023 $2,434.41
301246 3479 06/02/2023 $1,661.18
301247 3689 06/02/2023 $1,058.03
301248 1723 06/02/2023 $1,661.60
301249 3296 06/02/2023 $2,178.25
301250 3707 06/02/2023 $1,768.99
301251 3572 06/02/2023 $1,231.13
301252 2531 06/02/2023 $3,429.43
301253 1513 06/02/2023 $1,934.51
301254 2118 06/02/2023 $944.89
301255 3387 06/02/2023 $1,145.89
301256 3330 06/02/2023 $1,865.20
301257 2681 06/02/2023 $3,589.34
301258 2119 06/02/2023 $1,846.46
301259 1612 06/02/2023 $1,975.10
301260 1282 06/02/2023 $2,340.77
301261 3610 06/02/2023 $2,091.02
301262 3277 06/02/2023 $1,806.79
301263 3287 06/02/2023 $1,884.40
301264 3037 06/02/2023 $1,734.51
301265 1449 06/02/2023 $3,149.82
301266 3481 06/02/2023 $1,874.80
301267 2677 06/02/2023 $5,014.76
301268 3688 06/02/2023 $1,134.05
301269 3341 06/02/2023 $1,862.66
301270 1137 06/02/2023 $1,814.85
301271 2383 06/02/2023 $1,920.83
301272 3687 06/02/2023 $1,134.05
301273 3130 06/02/2023 $2,212.68
301274 2489 06/02/2023 $1,931.61
301275 3733 06/02/2023 $1,508.60
301276 3361 06/02/2023 $1,890.05
301277 3139 06/02/2023 $1,454.73
301278 2696 06/02/2023 $1,817.78
301279 1287 06/02/2023 $2,972.81
301280 3536 06/02/2023 $2,657.69
301281 3722 06/02/2023 $1,969.49
301282 1254 06/02/2023 $1,997.68
301283 3187 06/02/2023 $1,805.94
301284 2368 06/02/2023 $1,897.08
301285 3095 06/02/2023 $1,685.88
301286 3532 06/02/2023 $1,903.58
301287 3258 06/02/2023 $1,811.66
301288 3100 06/02/2023 $2,680.60
301289 3259 06/02/2023 $1,406.04
301290 3344 06/02/2023 $1,927.29
301291 1338 06/02/2023 $3,448.02
301292 3507 06/02/2023 $1,974.42
City of Victorville Council Payroll Report 06/06/2023 Page 9 of 14 Advices
Check Number Employee ID Check Date Total Net
301293 2229 06/02/2023 $1,714.09
301294 1049 06/02/2023 $2,285.22
301295 1506 06/02/2023 $1,385.58
301296 1959 06/02/2023 $3,726.04
301297 3004 06/02/2023 $2,203.23
301298 1893 06/02/2023 $1,998.06
301299 3626 06/02/2023 $1,883.86
301300 1581 06/02/2023 $2,448.60
301301 1932 06/02/2023 $1,798.54
301302 3279 06/02/2023 $2,398.83
301303 3725 06/02/2023 $1,134.05
301304 2460 06/02/2023 $2,272.80
301305 3671 06/02/2023 $1,845.95
301306 3112 06/02/2023 $2,080.17
301307 2732 06/02/2023 $1,829.17
301308 2552 06/02/2023 $2,247.43
301309 2476 06/02/2023 $4,100.11
301310 2279 06/02/2023 $2,513.14
301311 3515 06/02/2023 $5,054.20
301312 3092 06/02/2023 $2,503.60
301313 3138 06/02/2023 $2,820.78
301314 3146 06/02/2023 $3,738.57
301315 2590 06/02/2023 $2,164.41
301316 2748 06/02/2023 $2,004.23
301317 3709 06/02/2023 $2,733.45
301318 2669 06/02/2023 $3,094.21
301319 2623 06/02/2023 $1,871.29
301320 2637 06/02/2023 $3,726.78
301321 3079 06/02/2023 $1,865.83
301322 2638 06/02/2023 $2,827.65
301323 3109 06/02/2023 $2,922.97
301324 2671 06/02/2023 $2,933.41
301325 3019 06/02/2023 $3,737.41
301326 2593 06/02/2023 $2,437.93
301327 3328 06/02/2023 $2,339.24
301328 3461 06/02/2023 $2,154.06
301329 2626 06/02/2023 $1,632.21
301330 3038 06/02/2023 $2,569.31
301331 3052 06/02/2023 $1,975.57
301332 2290 06/02/2023 $1,953.95
301333 3716 06/02/2023 $1,637.61
301334 3110 06/02/2023 $2,729.31
301335 2641 06/02/2023 $1,854.12
301336 2612 06/02/2023 $2,674.07
301337 3698 06/02/2023 $1,296.63
301338 2642 06/02/2023 $3,235.15
301339 3705 06/02/2023 $2,032.10
301340 3331 06/02/2023 $1,762.05
City of Victorville Council Payroll Report 06/06/2023 Page 10 of 14 Advices
Check Number Employee ID Check Date Total Net
301341 2674 06/02/2023 $2,712.30
301342 3231 06/02/2023 $2,953.00
301343 3228 06/02/2023 $2,771.40
301344 2628 06/02/2023 $3,075.42
301345 3301 06/02/2023 $1,642.90
301346 2630 06/02/2023 $2,502.59
301347 3182 06/02/2023 $2,440.77
301348 2599 06/02/2023 $2,715.46
301349 2683 06/02/2023 $2,095.19
301350 2753 06/02/2023 $2,264.56
301351 2610 06/02/2023 $3,450.38
301352 3323 06/02/2023 $2,703.77
301353 1389 06/02/2023 $2,371.82
301354 3264 06/02/2023 $1,952.20
301355 2808 06/02/2023 $1,821.75
301356 2646 06/02/2023 $4,638.85
301357 3617 06/02/2023 $1,704.76
301358 2600 06/02/2023 $2,486.30
301359 2524 06/02/2023 $2,615.65
301360 2686 06/02/2023 $2,066.76
301361 2193 06/02/2023 $2,180.19
301362 3322 06/02/2023 $2,164.24
301363 3629 06/02/2023 $2,482.89
301364 3230 06/02/2023 $3,747.70
301365 1931 06/02/2023 $2,281.09
301366 2038 06/02/2023 $1,669.80
301367 2339 06/02/2023 $2,218.48
301368 2678 06/02/2023 $3,636.88
301369 3240 06/02/2023 $2,169.27
301370 3743 06/02/2023 $1,759.75
301371 3215 06/02/2023 $2,595.84
301372 3140 06/02/2023 $1,785.97
301373 3035 06/02/2023 $2,146.95
301374 3651 06/02/2023 $2,061.95
301375 1853 06/02/2023 $2,827.74
301376 3645 06/02/2023 $761.08
301377 3503 06/02/2023 $2,574.66
301378 3579 06/02/2023 $696.60
301379 3376 06/02/2023 $3,449.74
301380 3384 06/02/2023 $1,093.22
301381 3386 06/02/2023 $1,921.46
301382 2488 06/02/2023 $971.43
301383 3120 06/02/2023 $979.05
301384 3502 06/02/2023 $2,203.67
301385 3582 06/02/2023 $997.25
301386 3252 06/02/2023 $2,606.59
301387 3070 06/02/2023 $2,227.34
301388 3657 06/02/2023 $920.99
City of Victorville Council Payroll Report 06/06/2023 Page 11 of 14 Advices
Check Number Employee ID Check Date Total Net
301389 1866 06/02/2023 $1,877.51
301390 3371 06/02/2023 $1,025.90
301391 3674 06/02/2023 $817.45
301392 3717 06/02/2023 $420.65
301393 3655 06/02/2023 $708.59
301394 3656 06/02/2023 $870.99
301395 2478 06/02/2023 $1,067.04
301396 3648 06/02/2023 $700.27
301397 3667 06/02/2023 $90.13
301398 3471 06/02/2023 $1,066.58
301399 3531 06/02/2023 $3,832.80
301400 3665 06/02/2023 $424.41
301401 3587 06/02/2023 $837.36
301402 3669 06/02/2023 $517.04
301403 3029 06/02/2023 $1,614.27
301404 3649 06/02/2023 $251.64
301405 3609 06/02/2023 $920.99
301406 3492 06/02/2023 $391.57
301407 3691 06/02/2023 $1,025.96
301408 3678 06/02/2023 $130.24
301409 3576 06/02/2023 $1,087.29
301410 3647 06/02/2023 $1,019.54
301411 3566 06/02/2023 $572.91
301412 3368 06/02/2023 $2,225.54
301413 2006 06/02/2023 $1,586.80
301414 3761 06/02/2023 $1,768.61
301415 2684 06/02/2023 $1,456.92
301416 1966 06/02/2023 $2,738.70
301417 3388 06/02/2023 $2,153.93
301418 2355 06/02/2023 $2,147.71
301419 3696 06/02/2023 $2,361.42
301420 3500 06/02/2023 $2,439.75
301421 3654 06/02/2023 $1,591.76
301422 2039 06/02/2023 $1,857.35
301423 3281 06/02/2023 $1,621.76
301424 3550 06/02/2023 $2,465.51
301425 2629 06/02/2023 $2,043.63
301426 3348 06/02/2023 $2,167.75
301427 1544 06/02/2023 $2,390.73
301428 3107 06/02/2023 $2,138.07
301429 3081 06/02/2023 $2,049.07
301430 3523 06/02/2023 $3,843.78
301431 3271 06/02/2023 $1,775.44
301432 3017 06/02/2023 $4,522.00
301433 3706 06/02/2023 $1,370.28
301434 3512 06/02/2023 $2,365.88
301435 2027 06/02/2023 $2,039.43
301436 2330 06/02/2023 $2,837.15
City of Victorville Council Payroll Report 06/06/2023 Page 12 of 14 Advices
Check Number Employee ID Check Date Total Net
301437 3632 06/02/2023 $1,626.87
301438 3437 06/02/2023 $5,521.82
301439 3652 06/02/2023 $2,263.09
301440 3421 06/02/2023 $4,269.68
301441 3439 06/02/2023 $3,820.93
301442 3440 06/02/2023 $5,559.70
301443 3441 06/02/2023 $3,528.46
301444 3473 06/02/2023 $2,312.82
301445 3406 06/02/2023 $4,241.35
301446 3422 06/02/2023 $2,849.81
301447 3442 06/02/2023 $3,567.91
301448 3433 06/02/2023 $5,997.53
301449 3469 06/02/2023 $3,195.57
301450 3424 06/02/2023 $3,743.18
301451 3414 06/02/2023 $3,783.18
301452 3704 06/02/2023 $4,319.19
301453 3734 06/02/2023 $5,656.70
301454 3443 06/02/2023 $4,521.59
301455 3600 06/02/2023 $4,035.03
301456 3711 06/02/2023 $3,652.21
301457 3751 06/02/2023 $2,600.60
301458 3418 06/02/2023 $3,399.92
301459 3759 06/02/2023 $4,563.52
301460 3715 06/02/2023 $3,486.03
301461 3444 06/02/2023 $2,753.78
301462 3583 06/02/2023 $5,583.48
301463 3585 06/02/2023 $3,643.37
301464 3594 06/02/2023 $3,788.37
301465 1718 06/02/2023 $6,073.02
301466 3409 06/02/2023 $2,616.45
301467 3708 06/02/2023 $146.52
301468 3426 06/02/2023 $3,909.44
301469 3642 06/02/2023 $2,367.31
301470 3584 06/02/2023 $2,887.03
301471 3746 06/02/2023 $1,997.00
301472 3538 06/02/2023 $2,026.23
301473 3410 06/02/2023 $4,747.68
301474 3447 06/02/2023 $3,786.09
301475 3427 06/02/2023 $3,975.94
301476 3607 06/02/2023 $3,649.25
301477 3411 06/02/2023 $6,285.89
301478 3448 06/02/2023 $2,401.54
301479 3719 06/02/2023 $1,595.06
301480 3518 06/02/2023 $2,061.14
301481 3428 06/02/2023 $2,602.49
301482 3429 06/02/2023 $5,028.41
301483 3455 06/02/2023 $2,528.13
301484 3451 06/02/2023 $5,786.47
City of Victorville Council Payroll Report 06/06/2023 Page 13 of 14 Advices
Check Number Employee ID Check Date Total Net
301485 3712 06/02/2023 $2,974.46
301486 3595 06/02/2023 $3,188.22
301487 3430 06/02/2023 $3,883.51
301488 3452 06/02/2023 $3,928.95
301489 3417 06/02/2023 $6,023.06
301490 3431 06/02/2023 $4,501.26
301491 3419 06/02/2023 $3,855.71
301492 3524 06/02/2023 $2,447.96
301493 3412 06/02/2023 $5,170.44
301494 3420 06/02/2023 $5,006.40
301495 3378 06/02/2023 $5,383.34
301496 3435 06/02/2023 $3,562.33
301497 3432 06/02/2023 $3,885.30
301498 3408 06/02/2023 $2,490.51
301499 3456 06/02/2023 $2,407.65
301500 3763 06/02/2023 $2,884.13
301501 3591 06/02/2023 $5,754.66
301502 3392 06/02/2023 $3,953.44
301503 2210 06/02/2023 $2,219.59
301504 3434 06/02/2023 $2,199.41
Advices Total 1,226,849.68
City of Victorville Council Payroll Report 06/06/2023 Page 14 of 14 Electronic Vendor Payments

Vendor Check Date Total Gross
IRS 5/19/2023 $90.98
IRS 5/23/2023 $8.02
IRS 6/1/2023 $14,320.67
IRS 6/2/2023 $212,340.00
State Taxes 5/22/2023 $20.20
State Taxes 6/2/2023 $3,415.75
State Taxes 6/2/2023 $58,475.44
CASDU 6/2/2023 $4,367.76
Deferred Comp (457) 5/24/2023 $41.51
Deferred Comp (457) 6/5/2023 $148,469.09
Deferred Comp (401a) 6/5/2023 $270.57
PERS 6/9/2023 $296,479.06
VV Firefighter's Union 5/31/2023 $3,060.00
Total Electronic Vendor Payments 741,359.05

Item Number: 9
City Council / Board of Directors
Consent Calendar
Meeting of: July 18, 2023
Submitted By:

Sophie Smith, Deputy City Manager/City Treasurer

Subject:

Payroll Warrant List
Recommendation:

That the City Council and Board of Directors ratify Payroll Demand Schedule No. 12A for Payroll Period May 26, 2023, through June 09, 2023, in the amount of $2,047,686.33 covering Check Nos. 33464 through 33501, including Vendor checks. Please note employee Check No. 33467 and 33493 have a live Check and an EFT Advice. Also included are Advice Nos. 301505 through 302005, per adopted budget for Fiscal Year 2022-2023 (period covering July 1, 2022, through June 30, 2023).

Fiscal Impact:

A total fiscal impact of $2,047,686.33 is authorized with this action. The attached report details the payments by check numbers.

Discussion:

Attachments: A. Payroll Report PPE 060923
Payroll Report PPE 060923
Attachment A
City of Victorville Council Payroll Report Page 1 of 14 06/26/2023 Total Net
$718.37
$679.14
$2,143.82
$1,352.61
$93.90
$101.41
$101.41
$93.90
$450.07
$488.39
$93.90
$101.41
$101.41
$488.26
$101.41
$101.41
$374.44
$455.83
$431.41
$271.67
$93.90
$330.51
$378.50
$116.44
$36.63
$435.48
$93.90
$101.41
$3,820.64
$1,163.21
$78.87
$5.00
$50.00
$100.00
$500.00
$422.31
$175.00
$423.00
17,068.97
Checks
City of Victorville
City Council Payroll Report
33465 3551 06/16/2023
33466 3764 06/16/2023
Check Number Employee ID Check Date
33464 3466 06/16/2023
33469 3773 06/16/2023
33470 3778 06/16/2023
33467 2705 06/16/2023
33468 3769 06/16/2023
33473 3784 06/16/2023
33474 3780 06/16/2023
33471 3768 06/16/2023
33472 3477 06/16/2023
33477 3664 06/16/2023
33478 3772 06/16/2023
33475 3767 06/16/2023
33476 3774 06/16/2023
33481 3680 06/16/2023
33482 3783 06/16/2023
33479 3766 06/16/2023
33480 3787 06/16/2023
33485 3779 06/16/2023
33486 3677 06/16/2023
33483 3575 06/16/2023
33484 3775 06/16/2023
33489 3782 06/16/2023
33490 3776 06/16/2023
33487 3771 06/16/2023
33488 3785 06/16/2023
06/16/2023
33493 3518 06/16/2023
33495 240 06/16/2023
33491 3777 06/16/2023
33492 3437 06/16/2023
Checks Total
Payroll Period Beginning: May 26, 2023 through June 09, 2023 33494 3765 06/16/2023
33500 18154 06/16/2023
33501 20821 06/16/2023
33498 7912 06/16/2023
33499 13491 06/16/2023
33496 787 06/16/2023
33497 1182
City of Victorville Council Payroll Report Page 2 of 14 06/26/2023 Check Number Employee ID Check Date Total Net
33467 2705 06/16/2023 $2,000.00
33493 3518 06/16/2023 $775.48
301505 2530 06/02/2023 $32,381.09
301506 1544 06/02/2023 $3,935.33
301507 3745 06/08/2023 $2,213.42
301508 3376 06/16/2023 $5,923.33
301509 3730 06/12/2023 $588.65
301510 3608 06/16/2023 $2,930.57
301511 1099 06/16/2023 $846.20
301512 3758 06/16/2023 $3,209.84
301513 3243 06/16/2023 $3,885.09
301514 2115 06/16/2023 $5,216.76
301515 3142 06/16/2023 $1,731.64
301516 3640 06/16/2023 $1,898.02
301517 3297 06/16/2023 $754.67
301518 3458 06/16/2023 $550.58
301519 3229 06/16/2023 $4,372.85
301520 3283 06/16/2023 $2,472.78
301521 1064 06/16/2023 $7,071.02
301522 3467 06/16/2023 $2,225.60
301523 3727 06/16/2023 $2,136.25
301524 1706 06/16/2023 $4,439.88
301525 2395 06/16/2023 $3,487.95
301526 3700 06/16/2023 $1,829.95
301527 3747 06/16/2023 $1,820.73
301528 3625 06/16/2023 $1,420.04
301529 3684 06/16/2023 $2,079.21
301530 2624 06/16/2023 $2,439.55
301531 3043 06/16/2023 $2,297.35
301532 3031 06/16/2023 $2,779.39
301533 1748 06/16/2023 $2,818.55
301534 3019 06/16/2023 $4,468.98
301535 3638 06/16/2023 $4,310.26
301536 3561 06/16/2023 $2,351.81
301537 1903 06/16/2023 $610.80
301538 3616 06/16/2023 $2,279.51
301539 3630 06/16/2023 $1,761.10
301540 3527 06/16/2023 $2,480.51
301541 2682 06/16/2023 $2,186.89
301542 2627 06/16/2023 $1,969.76
301543 2366 06/16/2023 $1,798.43
301544 3750 06/16/2023 $1,974.23
301545 2594 06/16/2023 $2,824.28
301546 3521 06/16/2023 $2,372.88
301547 3695 06/16/2023 $1,997.84
301548 2093 06/16/2023 $1,853.94
301549 3697 06/16/2023 $4,856.05
Advices
City of Victorville Council Payroll Report Page 3 of 14 06/26/2023 Check Number Employee ID Check Date Total Net
Advices
301550 1973 06/16/2023 $2,962.89
301551 2019 06/16/2023 $2,493.21
301552 3753 06/16/2023 $2,263.02
301553 3494 06/16/2023 $3,969.46
301554 2233 06/16/2023 $4,415.57
301555 3744 06/16/2023 $1,823.35
301556 2606 06/16/2023 $2,254.88
301557 3660 06/16/2023 $1,698.17
301558 3046 06/16/2023 $900.71
301559 1635 06/16/2023 $15,676.18
301560 3653 06/16/2023 $2,204.97
301561 3327 06/16/2023 $2,096.64
301562 3752 06/16/2023 $1,964.44
301563 3624 06/16/2023 $1,993.23
301564 3242 06/16/2023 $3,002.24
301565 2618 06/16/2023 $1,895.73
301566 3573 06/16/2023 $1,701.87
301567 2619 06/16/2023 $4,501.02
301568 2603 06/16/2023 $1,866.47
301569 2491 06/16/2023 $2,344.94
301570 2235 06/16/2023 $2,783.22
301571 2300 06/16/2023 $3,331.59
301572 3754 06/16/2023 $2,438.39
301573 2685 06/16/2023 $1,777.27
301574 3528 06/16/2023 $2,033.84
301575 3045 06/16/2023 $2,685.02
301576 3499 06/16/2023 $2,554.08
301577 3755 06/16/2023 $1,912.23
301578 3362 06/16/2023 $2,048.05
301579 2297 06/16/2023 $1,979.56
301580 2232 06/16/2023 $2,780.34
301581 1957 06/16/2023 $2,565.11
301582 3290 06/16/2023 $2,128.66
301583 3085 06/16/2023 $2,139.95
301584 3246 06/16/2023 $3,145.90
301585 2042 06/16/2023 $3,904.95
301586 3714 06/16/2023 $1,638.17
301587 3742 06/16/2023 $1,673.60
301588 2102 06/16/2023 $5,323.39
301589 2032 06/16/2023 $3,263.54
301590 2323 06/16/2023 $3,118.65
301591 1767 06/16/2023 $2,927.56
301592 3508 06/16/2023 $2,213.06
301593 3740 06/16/2023 $1,539.55
301594 3682 06/16/2023 $3,208.81
301595 2225 06/16/2023 $4,041.87
301596 3544 06/16/2023 $1,729.68
301597 3221 06/16/2023 $2,685.79
City of Victorville Council Payroll Report Page 4 of 14 06/26/2023 Check Number Employee ID Check Date Total Net
Advices
301598 3627 06/16/2023 $2,096.72
301599 3757 06/16/2023 $3,314.53
301600 1533 06/16/2023 $2,300.28
301601 2833 06/16/2023 $2,197.29
301602 2211 06/16/2023 $4,901.20
301603 3497 06/16/2023 $2,398.70
301604 1426 06/16/2023 $1,103.31
301605 3105 06/16/2023 $1,783.10
301606 3703 06/16/2023 $2,010.51
301607 2254 06/16/2023 $2,938.50
301608 3618 06/16/2023 $2,074.66
301609 3482 06/16/2023 $1,886.86
301610 3724 06/16/2023 $1,134.05
301611 3354 06/16/2023 $3,647.42
301612 3011 06/16/2023 $1,704.33
301613 3623 06/16/2023 $1,134.05
301614 3295 06/16/2023 $1,879.72
301615 3400 06/16/2023 $2,393.62
301616 3184 06/16/2023 $3,239.45
301617 3547 06/16/2023 $1,134.05
301618 3673 06/16/2023 $1,198.32
301619 3288 06/16/2023 $1,659.00
301620 3702 06/16/2023 $1,844.80
301621 2742 06/16/2023 $2,761.35
301622 3089 06/16/2023 $2,749.05
301623 3641 06/16/2023 $1,678.66
301624 2379 06/16/2023 $1,985.51
301625 3672 06/16/2023 $1,134.05
301626 3634 06/16/2023 $2,717.72
301627 2711 06/16/2023 $1,644.57
301628 3639 06/16/2023 $1,548.98
301629 3586 06/16/2023 $1,818.50
301630 3190 06/16/2023 $2,938.78
301631 2249 06/16/2023 $5,134.36
301632 3650 06/16/2023 $1,571.13
301633 3393 06/16/2023 $1,757.13
301634 3250 06/16/2023 $1,779.56
301635 3491 06/16/2023 $1,113.32
301636 3548 06/16/2023 $1,198.32
301637 3511 06/16/2023 $2,009.93
301638 3396 06/16/2023 $2,011.48
301639 3663 06/16/2023 $1,438.46
301640 3541 06/16/2023 $2,444.19
301641 2499 06/16/2023 $3,095.23
301642 3379 06/16/2023 $2,702.92
301643 3694 06/16/2023 $2,693.15
301644 3737 06/16/2023 $1,980.70
301645 2105 06/16/2023 $4,745.10
City of Victorville Council Payroll Report Page 5 of 14 06/26/2023 Check Number Employee ID Check Date Total Net
Advices
301646 3474 06/16/2023 $3,168.02
301647 2515 06/16/2023 $2,800.08
301648 3636 06/16/2023 $2,348.62
301649 2679 06/16/2023 $2,929.01
301650 3490 06/16/2023 $2,214.77
301651 3475 06/16/2023 $2,845.32
301652 2181 06/16/2023 $3,267.18
301653 3353 06/16/2023 $2,622.00
301654 3735 06/16/2023 $3,520.25
301655 3542 06/16/2023 $3,057.57
301656 3731 06/16/2023 $3,021.82
301657 1955 06/16/2023 $3,832.10
301658 1632 06/16/2023 $2,104.09
301659 3736 06/16/2023 $2,434.64
301660 3692 06/16/2023 $2,732.34
301661 3147 06/16/2023 $2,743.14
301662 3732 06/16/2023 $2,334.39
301663 3148 06/16/2023 $2,931.40
301664 3195 06/16/2023 $2,454.51
301665 3602 06/16/2023 $4,060.22
301666 3112 06/16/2023 $2,601.41
301667 1970 06/16/2023 $2,308.04
301668 1520 06/16/2023 $2,099.92
301669 2605 06/16/2023 $2,110.97
301670 3505 06/16/2023 $4,594.59
301671 2540 06/16/2023 $3,330.07
301672 2377 06/16/2023 $2,653.85
301673 1079 06/16/2023 $2,542.67
301674 2312 06/16/2023 $2,536.36
301675 3510 06/16/2023 $2,442.53
301676 3637 06/16/2023 $2,727.62
301677 1901 06/16/2023 $5,898.89
301678 3628 06/16/2023 $2,242.45
301679 3068 06/16/2023 $2,055.21
301680 3633 06/16/2023 $2,513.52
301681 3129 06/16/2023 $3,373.78
301682 1998 06/16/2023 $2,822.20
301683 2376 06/16/2023 $4,134.12
301684 2111 06/16/2023 $2,961.84
301685 3543 06/16/2023 $1,954.44
301686 3303 06/16/2023 $3,580.65
301687 3558 06/16/2023 $2,666.78
301688 1655 06/16/2023 $2,885.21
301689 3285 06/16/2023 $2,508.93
301690 1529 06/16/2023 $1,888.18
301691 3346 06/16/2023 $2,099.06
301692 1776 06/16/2023 $3,072.32
301693 3192 06/16/2023 $2,029.93
City of Victorville Council Payroll Report Page 6 of 14 06/26/2023 Check Number Employee ID Check Date Total Net
Advices
301694 2655 06/16/2023 $1,490.93
301695 3749 06/16/2023 $1,774.51
301696 2798 06/16/2023 $2,139.15
301697 2522 06/16/2023 $2,920.34
301698 3265 06/16/2023 $2,074.06
301699 1503 06/16/2023 $2,977.56
301700 2505 06/16/2023 $2,734.47
301701 3299 06/16/2023 $2,022.45
301702 3113 06/16/2023 $1,927.62
301703 1007 06/16/2023 $2,991.82
301704 3185 06/16/2023 $2,320.05
301705 3729 06/16/2023 $1,526.57
301706 2343 06/16/2023 $1,564.16
301707 3273 06/16/2023 $2,442.72
301708 3121 06/16/2023 $1,935.82
301709 1497 06/16/2023 $2,520.35
301710 3537 06/16/2023 $2,508.53
301711 2192 06/16/2023 $4,716.99
301712 3513 06/16/2023 $2,191.05
301713 3685 06/16/2023 $1,617.93
301714 2034 06/16/2023 $2,092.40
301715 2275 06/16/2023 $2,763.07
301716 3380 06/16/2023 $2,393.17
301717 3191 06/16/2023 $2,136.76
301718 3496 06/16/2023 $918.47
301719 3051 06/16/2023 $2,043.21
301720 1750 06/16/2023 $2,317.30
301721 2770 06/16/2023 $1,870.76
301722 2228 06/16/2023 $2,193.31
301723 3726 06/16/2023 $1,268.02
301724 3748 06/16/2023 $2,186.81
301725 3101 06/16/2023 $2,620.10
301726 3335 06/16/2023 $2,130.47
301727 3611 06/16/2023 $1,222.81
301728 1249 06/16/2023 $2,001.50
301729 3284 06/16/2023 $1,961.29
301730 3580 06/16/2023 $1,134.05
301731 3621 06/16/2023 $1,647.88
301732 3270 06/16/2023 $1,789.68
301733 2248 06/16/2023 $1,947.50
301734 3263 06/16/2023 $1,733.84
301735 3622 06/16/2023 $1,068.29
301736 1588 06/16/2023 $2,131.33
301737 2189 06/16/2023 $2,774.55
301738 3560 06/16/2023 $1,664.14
301739 3509 06/16/2023 $2,359.96
301740 3226 06/16/2023 $2,178.50
301741 3257 06/16/2023 $1,914.92
City of Victorville Council Payroll Report Page 7 of 14 06/26/2023 Check Number Employee ID Check Date Total Net
Advices
301742 1121 06/16/2023 $2,354.40
301743 3149 06/16/2023 $2,334.98
301744 1865 06/16/2023 $2,048.88
301745 3479 06/16/2023 $1,661.19
301746 3689 06/16/2023 $1,260.72
301747 1723 06/16/2023 $1,983.45
301748 3296 06/16/2023 $2,221.95
301749 3707 06/16/2023 $1,768.99
301750 3572 06/16/2023 $1,231.13
301751 2531 06/16/2023 $2,629.72
301752 1513 06/16/2023 $2,638.68
301753 2118 06/16/2023 $944.89
301754 3387 06/16/2023 $1,016.82
301755 3330 06/16/2023 $1,687.89
301756 2681 06/16/2023 $3,589.15
301757 2119 06/16/2023 $1,846.46
301758 1612 06/16/2023 $1,975.10
301759 1282 06/16/2023 $2,482.90
301760 3610 06/16/2023 $1,659.83
301761 3277 06/16/2023 $1,865.89
301762 3287 06/16/2023 $1,884.39
301763 3037 06/16/2023 $1,734.51
301764 1449 06/16/2023 $2,742.12
301765 3481 06/16/2023 $1,874.80
301766 2677 06/16/2023 $5,014.76
301767 3688 06/16/2023 $1,198.32
301768 3341 06/16/2023 $1,862.65
301769 1137 06/16/2023 $1,814.73
301770 2383 06/16/2023 $1,920.77
301771 3687 06/16/2023 $1,134.05
301772 3130 06/16/2023 $1,857.20
301773 2489 06/16/2023 $1,931.59
301774 3733 06/16/2023 $1,508.60
301775 3361 06/16/2023 $1,935.21
301776 3139 06/16/2023 $1,643.75
301777 2696 06/16/2023 $1,676.67
301778 1287 06/16/2023 $2,972.54
301779 3536 06/16/2023 $2,785.64
301780 3722 06/16/2023 $1,756.29
301781 1254 06/16/2023 $1,997.68
301782 3187 06/16/2023 $1,804.30
301783 2368 06/16/2023 $1,897.08
301784 3095 06/16/2023 $1,685.87
301785 3532 06/16/2023 $1,903.55
301786 3258 06/16/2023 $1,811.66
301787 3100 06/16/2023 $2,680.54
301788 3259 06/16/2023 $1,717.93
301789 3344 06/16/2023 $1,927.28
City of Victorville Council Payroll Report Page 8 of 14 06/26/2023 Check Number Employee ID Check Date Total Net
Advices
301790 1338 06/16/2023 $8,063.06
301791 3507 06/16/2023 $2,517.60
301792 2229 06/16/2023 $1,714.10
301793 1049 06/16/2023 $2,285.22
301794 1506 06/16/2023 $1,141.40
301795 1959 06/16/2023 $3,292.30
301796 3004 06/16/2023 $1,993.69
301797 1893 06/16/2023 $1,998.06
301798 3626 06/16/2023 $1,883.85
301799 1581 06/16/2023 $2,448.60
301800 1932 06/16/2023 $1,798.55
301801 3279 06/16/2023 $2,237.07
301802 3725 06/16/2023 $1,134.05
301803 2460 06/16/2023 $1,896.24
301804 3671 06/16/2023 $1,603.91
301805 2732 06/16/2023 $1,829.17
301806 2552 06/16/2023 $2,058.38
301807 2476 06/16/2023 $3,309.40
301808 2279 06/16/2023 $2,854.25
301809 3515 06/16/2023 $5,053.51
301810 3092 06/16/2023 $2,503.60
301811 3138 06/16/2023 $2,820.76
301812 3146 06/16/2023 $2,732.50
301813 2590 06/16/2023 $2,164.33
301814 2748 06/16/2023 $2,004.13
301815 3709 06/16/2023 $2,655.89
301816 2669 06/16/2023 $3,094.21
301817 2623 06/16/2023 $3,031.58
301818 2637 06/16/2023 $2,338.46
301819 3079 06/16/2023 $1,865.82
301820 2638 06/16/2023 $2,827.64
301821 3109 06/16/2023 $2,484.50
301822 2671 06/16/2023 $2,933.41
301823 2593 06/16/2023 $3,180.50
301824 3328 06/16/2023 $2,339.22
301825 3461 06/16/2023 $2,154.02
301826 2626 06/16/2023 $1,632.10
301827 3038 06/16/2023 $2,569.27
301828 3052 06/16/2023 $1,975.57
301829 2290 06/16/2023 $1,981.80
301830 3716 06/16/2023 $1,807.26
301831 3110 06/16/2023 $2,182.18
301832 2641 06/16/2023 $2,166.09
301833 2612 06/16/2023 $2,352.65
301834 3698 06/16/2023 $1,312.63
301835 2642 06/16/2023 $2,091.44
301836 3705 06/16/2023 $2,032.10
301837 3331 06/16/2023 $1,762.05
City of Victorville Council Payroll Report Page 9 of 14 06/26/2023 Check Number Employee ID Check Date Total Net
Advices
301838 2674 06/16/2023 $2,712.00
301839 3231 06/16/2023 $2,341.10
301840 3228 06/16/2023 $3,120.69
301841 2628 06/16/2023 $2,801.57
301842 3301 06/16/2023 $1,642.89
301843 2630 06/16/2023 $3,338.06
301844 3182 06/16/2023 $2,493.74
301845 2599 06/16/2023 $2,263.78
301846 2683 06/16/2023 $2,798.00
301847 2753 06/16/2023 $2,264.51
301848 2610 06/16/2023 $2,873.04
301849 3323 06/16/2023 $1,779.51
301850 1389 06/16/2023 $2,468.70
301851 3238 06/16/2023 $4,330.26
301852 3264 06/16/2023 $1,952.19
301853 2808 06/16/2023 $2,714.13
301854 2646 06/16/2023 $2,791.26
301855 3617 06/16/2023 $3,010.70
301856 2600 06/16/2023 $2,486.20
301857 2524 06/16/2023 $2,314.31
301858 2686 06/16/2023 $1,946.18
301859 2193 06/16/2023 $2,180.19
301860 3322 06/16/2023 $2,388.73
301861 3629 06/16/2023 $2,482.86
301862 3230 06/16/2023 $3,146.86
301863 1931 06/16/2023 $3,152.84
301864 2038 06/16/2023 $1,587.71
301865 2339 06/16/2023 $2,218.48
301866 2678 06/16/2023 $3,636.88
301867 3240 06/16/2023 $2,169.26
301868 3743 06/16/2023 $1,759.75
301869 3215 06/16/2023 $2,507.25
301870 3140 06/16/2023 $2,080.10
301871 3035 06/16/2023 $1,880.42
301872 3651 06/16/2023 $2,121.02
301873 1853 06/16/2023 $2,827.74
301874 3645 06/16/2023 $893.35
301875 3503 06/16/2023 $2,574.59
301876 3676 06/16/2023 $78.87
301877 3579 06/16/2023 $500.60
301878 3384 06/16/2023 $1,093.22
301879 3386 06/16/2023 $1,967.17
301880 2488 06/16/2023 $1,081.63
301881 3120 06/16/2023 $1,035.40
301882 3502 06/16/2023 $2,203.67
301883 3582 06/16/2023 $997.25
301884 3252 06/16/2023 $2,606.56
301885 3070 06/16/2023 $2,381.44
City of Victorville Council Payroll Report Page 10 of 14 06/26/2023 Check Number Employee ID Check Date Total Net
Advices
301886 3657 06/16/2023 $604.40
301887 1866 06/16/2023 $2,051.16
301888 3371 06/16/2023 $1,109.25
301889 3674 06/16/2023 $817.45
301890 3717 06/16/2023 $161.51
301891 3655 06/16/2023 $925.26
301892 3656 06/16/2023 $870.99
301893 2478 06/16/2023 $1,067.04
301894 3648 06/16/2023 $386.85
301895 3667 06/16/2023 $259.15
301896 3471 06/16/2023 $1,066.58
301897 3531 06/16/2023 $3,832.80
301898 3665 06/16/2023 $539.16
301899 3587 06/16/2023 $814.33
301900 3669 06/16/2023 $287.76
301901 3029 06/16/2023 $1,614.26
301902 3326 06/16/2023 $3,155.98
301903 3658 06/16/2023 $455.83
301904 3649 06/16/2023 $101.41
301905 3609 06/16/2023 $920.99
301906 3770 06/16/2023 $259.15
301907 3492 06/16/2023 $124.17
301908 3691 06/16/2023 $814.33
301909 3678 06/16/2023 $455.83
301910 3576 06/16/2023 $1,087.29
301911 3647 06/16/2023 $535.80
301912 3566 06/16/2023 $596.53
301913 3368 06/16/2023 $1,775.95
301914 2006 06/16/2023 $2,593.83
301915 3761 06/16/2023 $1,569.07
301916 2684 06/16/2023 $1,678.50
301917 1966 06/16/2023 $2,147.92
301918 3388 06/16/2023 $1,973.42
301919 2355 06/16/2023 $3,050.03
301920 3696 06/16/2023 $2,361.42
301921 3500 06/16/2023 $2,439.61
301922 3620 06/16/2023 $1,834.25
301923 3654 06/16/2023 $1,591.76
301924 2039 06/16/2023 $1,857.36
301925 3281 06/16/2023 $1,621.77
301926 3550 06/16/2023 $4,883.81
301927 2629 06/16/2023 $2,043.63
301928 3348 06/16/2023 $2,153.34
301929 3107 06/16/2023 $2,138.07
301930 3081 06/16/2023 $2,049.07
301931 3523 06/16/2023 $3,843.78
301932 3271 06/16/2023 $1,828.40
301933 3017 06/16/2023 $4,522.00
City of Victorville Council Payroll Report Page 11 of 14 06/26/2023 Check Number Employee ID Check Date Total Net
Advices
301934 3706 06/16/2023 $1,370.23
301935 3512 06/16/2023 $2,365.88
301936 2027 06/16/2023 $1,987.77
301937 2330 06/16/2023 $2,837.09
301938 3632 06/16/2023 $1,626.87
301939 2795 06/16/2023 $196.29
301940 3652 06/16/2023 $2,126.54
301941 3421 06/16/2023 $4,066.63
301942 3439 06/16/2023 $4,275.44
301943 3440 06/16/2023 $4,664.02
301944 3441 06/16/2023 $4,113.39
301945 3473 06/16/2023 $3,052.12
301946 3406 06/16/2023 $4,830.39
301947 3422 06/16/2023 $6,753.13
301948 3442 06/16/2023 $4,624.27
301949 3433 06/16/2023 $6,523.51
301950 3469 06/16/2023 $5,966.53
301951 3424 06/16/2023 $6,507.74
301952 3414 06/16/2023 $5,874.49
301953 3704 06/16/2023 $2,683.89
301954 3734 06/16/2023 $4,097.03
301955 3443 06/16/2023 $7,919.99
301956 3600 06/16/2023 $4,360.68
301957 3711 06/16/2023 $3,385.77
301958 3751 06/16/2023 $2,706.57
301959 3418 06/16/2023 $4,659.91
301960 3759 06/16/2023 $4,563.52
301961 3715 06/16/2023 $2,908.30
301962 3444 06/16/2023 $2,856.69
301963 3583 06/16/2023 $6,290.29
301964 3585 06/16/2023 $3,643.10
301965 3594 06/16/2023 $4,918.32
301966 1718 06/16/2023 $5,186.13
301967 3409 06/16/2023 $2,877.90
301968 3426 06/16/2023 $6,970.43
301969 3642 06/16/2023 $3,062.46
301970 3584 06/16/2023 $3,481.11
301971 3746 06/16/2023 $1,997.00
301972 3538 06/16/2023 $2,026.11
301973 3410 06/16/2023 $6,180.53
301974 3447 06/16/2023 $5,107.53
301975 3427 06/16/2023 $3,412.73
301976 3607 06/16/2023 $3,649.25
301977 3411 06/16/2023 $4,975.31
301978 3448 06/16/2023 $2,874.19
301979 3719 06/16/2023 $1,595.06
301980 3449 06/16/2023 $5,031.68
301981 3428 06/16/2023 $5,108.61
City of Victorville Council Payroll Report Page 12 of 14 06/26/2023 Check Number Employee ID Check Date Total Net
Advices
301982 3429 06/16/2023 $3,387.83
301983 3455 06/16/2023 $4,610.65
301984 3451 06/16/2023 $3,837.80
301985 3712 06/16/2023 $5,738.88
301986 3595 06/16/2023 $7,078.30
301987 3430 06/16/2023 $5,526.01
301988 3452 06/16/2023 $5,525.85
301989 3417 06/16/2023 $3,331.41
301990 3431 06/16/2023 $4,599.41
301991 3419 06/16/2023 $4,417.54
301992 3524 06/16/2023 $2,505.12
301993 3412 06/16/2023 $6,584.19
301994 3420 06/16/2023 $4,932.66
301995 3378 06/16/2023 $5,383.34
301996 3435 06/16/2023 $3,014.56
301997 3432 06/16/2023 $3,657.94
301998 3408 06/16/2023 $9,639.17
301999 3456 06/16/2023 $3,199.73
302000 3763 06/16/2023 $2,877.58
302001 3591 06/16/2023 $3,816.79
302002 3392 06/16/2023 $9,311.74
302003 2210 06/16/2023 $2,760.98
302004 3434 06/16/2023 $3,637.82
302005 3734 06/16/2023 $478.69
Advices Total 1,328,775.60
City of Victorville Council Payroll Report Page 13 of 14 06/26/2023 Total Gross
$382.79
$8.02
$1,049.19
$26.25
$231,105.12
$107.66
$312.96
$65,040.97
$4,310.67
$49.09
$92,713.60
$6.50
$270.61
$303,518.33
$2,940.00
Total Electronic Vendor Payments 701,841.76
Electronic Vendor Payments
Vendor
IRS
Check Date
6/5/2023
IRS
IRS
IRS
6/7/2023
6/9/2023
6/12/2023
PERS 6/27/2023
VV Firefighter's Union 6/15/2023
CASDU 6/16/2023
Deferred Comp (457) 6/16/2023
Deferred Comp (457) 6/20/2023
IRS 6/16/2023
Deferred Comp (457) 6/13/2023
Deferred Comp (401a) 6/5/2023
State Taxes
State Taxes
State Taxes
6/5/2023
6/12/2023
6/16/2023
City of Victorville Council Payroll Report Page 14 of 14 06/26/2023 Item Number: 10
City Council / Board of Directors
Consent Calendar
Meeting of: July 18, 2023
Submitted By:

Brian Gengler, City Engineer
Scott Webb, City Planner
Subject:

Wellness Center Construction Update
Recommendation:

That the City Council receive and file the information.

Fiscal Impact:

There is no fiscal impact associated with this receive and file item.

Strategic Plan Goal:

This project aligns with Goal D, Strategy 1 in the 2020 Strategic Plan, “Reduce Homelessness” and “Establish a wellness and recuperative care center as a navigation resource and shelter for homeless and at-risk populations”.

Background:

The Wellness Center is a 4.5-acre City owned campus currently under construction at 16902 First Street, north of Eva Dell Park. The campus is designed as a non-congregate interim housing facility for homeless individuals and families, offering 110 separate sleeping units with a minimum 170-bed capacity. The housing is interim, for up to six- month stays, while case managers help navigate clients into permanent housing. The campus will be the first facility of its kind in the State to combine interim housing, recuperative care, a medical clinic, and wraparound support services.

The following are key chronological milestones of the project’s progress:
•September 2021, the City Council approved Resolution No. 21-101 authorizing staff to pursue funding from the California Department of Housing and Community Development (HCD) for HomeKey Program funds to construct and operate the Wellness Center.
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•December 2021, the City was notified by HCD of an award in the amount of $28,004,058 under Homekey Round 2 for the Wellness Center project, of which $23,612,058 was awarded to fund capital construction costs and $4,392,000 for operational expenses.
•March 2022, City Council approved the initial construction contract for the construction of Phase 1 of the Project to Angeles Contractors Inc. •April 2022, construction of Phase 1 started. The scope of the Phase 1 construction includes the following: the Victor Valley Wastewater Reclamation Authority (VVWRA) Interceptor through the project boundaries; grading of the site; a storm water detention basin; and underground utilities for storm drain, sewer, domestic water, fire suppression, electrical and gas. The project was separated into two construction phases to start site construction as soon as feasible in accordance with Homekey funding milestones.
•April 2022, the City Council approved contracts with Connect Homes for the manufacturing of 46 modular shelter units, and Urban Bloc for the manufacturing of five modular bathroom units.
•June 2022, the City Council approved a second contract with Connect Homes for the manufacturing of modular units for four community buildings. •August 2022, The City Council approved the Phase 2 construction contract for the remaining site work to Angeles Contractors Inc. The scope of the Phase 2 construction includes: a sewer lift station and grease interceptor; street improvements, a fire access road, a parking lot; building foundations; anchoring the modular buildings to the foundations; electrical wiring; utility connections to the buildings; finishes on the community buildings; food service equipment in the cafeteria building; wood decking for porches and patios; accessible concrete sidewalk and paths; irrigation; landscaping; fencing; gates; and other miscellaneous improvements.
•February 2023, the 46 Connect Homes modular shelter units and the five Urban Bloc modular restroom units were installed onto foundations and Angeles Contractors Inc. has substantially completed all Phase 1 work. •March 2023, the remaining Connect Homes community building units were delivered to the site and set on foundations. The animal kennel building was also set down at the Wellness Center Campus.
•June 2023, the Wellness Center Wraparound Services Provider and the Shelter Operator were selected and approved by City Council. The operational contracts are funded by a Homekey operational subsidy, the City’s Permanent Local Housing Allocation (PLHA) and anticipated program income provided by the Wraparound Services Provider for use of the Medical Clinic Building and bed fees for recuperative care clients. Measure P funds will be unitized as a back-up funding source if necessary.
oHope the Mission is joining the project as the shelter operator of the Wellness Center. Hope the Mission, formally known as Hope of the Valley Rescue Mission, brings 14 years of experience operating a variety of shelter operations, totaling over 1,000 shelter beds currently under their management within Southern California. Their services will include client intake coordination, hygiene services, laundry, meals, security, janitorial 3 2
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services, transportation, and peer support engagement. Hope the Mission is a high-caliber organization that brings capacity-building experience and a robust administrative structure to the City’s homelessness solutions efforts.
oSymba Center is a local organization that will serve as the wraparound services provider of the Wellness Center. Symba Center has and continues to provide health-related services to the Victor Valley’s most vulnerable population. Their medical services were a cornerstone for our unsheltered population throughout the recent pandemic. Currently they provide medical and mental health oversight to local shelters. Furthermore, they are collaborating with Victor Valley College to provide case management services and housing navigation to college students experiencing homelessness. The services Symba Center will be providing at the Wellness Center include recuperative care, medical and behavioral health services, job readiness and placement, financial literacy, case management, housing navigation, and substance use disorder counseling.

Discussion:

There have been delays in the project schedule, mainly due to ground water being higher than expected at the project site, revisions to the plans, and delays in procuring various equipment and materials. The original completion date for construction required by the Homekey grant award was December 15, 2022. However, as authorized within the Homekey Standard Agreement, time extensions are allowed. HCD, who administers the Homekey program, has allowed for the completion of construction beyond the original Homekey construction deadline. To date, HCD has authorized two construction completion time extensions through June 15, 2023 and will continue to track the City’s progress through project completion and during operations. The City has earmarked all of the capital Homekey funds received and has expended all but $142,556 of the $23,612,058.00 capital funds awarded.

The General Contractor continues to make progress on the remaining site improvements.

Attachment A provides recent aerial illustrations of the improvements completed thus far.

Staff and Pacifica Services are attempting to mitigate any further delays and are pushing towards substantial completion of construction by the end of August. However, there are several major tasks left to complete which may incur further delays. These remaining tasks include constructing a sewer lift station and completing the finishes on the community buildings. The remaining tasks for the community buildings which could be delayed include the completion of heating, air conditioning, mechanical, ventilation, electrical work, the kitchen and cabinets. Operations are planned to commence prior to the end of 2023.

Staff remains available for any questions City Council may have.

Attachments: A. Recent Aerial Pictures of Construction Progress

ATTACHMENT A
Recent Aerial Pictures of Construction Progress
(Photos taken 6/23/23)
First Street roadway improvements underway
View of entire campus, with parking lot improvements underway

Concrete walkways and decking provided to shelter units.

Electrical equipment installation, trash enclosure, parking lot and fencing under construction.

Community modular buildings have been seemed with roofing complete.

Item Number: 11
City Council / Board of Directors
Consent Calendar
Meeting of: July 18, 2023
Submitted By:

Brian Gengler, City Engineer

Subject:

Full Faithful Performance Security Release for EROW20-00047 and BLDC19-00022 Recommendation:

That the Honorable City Council approve the full release of the Faithful Performance security for EROW20-00047 and BLDC19-00022.

Fiscal Impact:

There is no fiscal impact resulting from this item.

Strategic Plan Goal:

This item aligns with Goal E, Strategy 1 in the Strategic Plan, “Invest in Infrastructure” and “Implement the City’s Capital Improvement Program to meet community needs.” Although this is not a Capital Improvement Project, we apply the same strategy to private development projects as they are essential in meeting the community’s needs.

Background:

Cases EROW20-00047 and BLDC19-00022 included of the construction of a fueling station, convenience market, and an attached restaurant located at the northwest corner of Mojave Drive and Amargosa Road. Green Tree Acres, LLC., (Developer) is the developer for this project. The conditions of approval required the developer to install sidewalk and driveway approaches along Amargosa Road and Mojave Drive, connecting to the City’s sewer and water systems, and construct a traffic signal modification. The developer has completed all the required public improvements per the approved street improvement plans GP-1517, P-1128, and P-1129.

Discussion:

The developer has completed all the required public improvements per the approved street and traffic signal improvement plans, and an 80-percent reduction of the Faithful Performance Security was released during the June 21, 2022, City Council meeting. Per 3 2
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Victorville Municipal Code Section 17.64.070(1), 20-percent of the Street Securities are held for a one-year warranty period. The warranty period was completed as of June 21, 2023, therefore, staff recommends that the City Council approve the full release of the Faithful Performance Security for Case Nos. EROW20-00047 and BLDC19-00022.

Staff remains available to answer any questions the Council may have.

Attachments: A. Vicinity Map
B. Security Tables
C. Existing Securities

Attachment A
Vicinity Map

Vicinity Map
APN 0395-441-41

Attachment B
Security Tables
Securities Tables

Developer:

Green Tree Acres, LLC.
20276 Rancherias Road
Apple Valley, CA 92307
Faithful Performance Security
Public Improvements – No. 36K000246
Amount of ORIGINAL Security: $210,251.80
Amount of Security CURRENTLY: $42,050.36
Amount of Security being REDUCED: $42,050.36
Amount of Security REMAINING: $0.00
Labor & Materials Security
Public Improvements – No. 36K000246
Amount of ORIGINAL Security: $105,125.90
Amount of Security CURRENTLY: $0.00
Amount of Security being REDUCED: $0.00
Amount of Security REMAINING: $0.00

Attachment C
Existing Securities

Item Number: 12
City Council / Board of Directors
Consent Calendar
Meeting of: July 18, 2023
Submitted By:

Brian Gengler, City Engineer

Subject:

Reduction of Landscaping Securities for Tract Map No. 15396 Recommendation:

That the Honorable City Council:
(1) Approve an additional 20-percent reduction for the Landscape Maintenance Assessment District Faithful Performance Securities for Tract Map No. 15396; and (2) Accept the work for maintenance.

Fiscal Impact:

If approved, a reimbursement of $40,832.42 will be issued from the Engineering’s Deposit Trust Account No. 600-23130. Since it is a trust account, there will be no net fiscal impact to the budgeted Engineering Department accounts.

Strategic Plan Goal:

Background:

Tract Map No. 15396 (Tract 15396) is a subdivision of 95 single-family lots, located at the northeast corner of Mesa Linda Avenue and Ava Loma Street. On September 1, 2020, the City Council approved a Subdivision Improvement Agreement (SIA) with MHP Builders also known as Legacy Homes (Developer) and accepted cash as security for the required public improvements. The required public improvements for Tract 15396 include improvement of the streets, water, drainage, sewer systems, and Landscape Maintenance Assessment District (LMAD) improvements along Mesa Linda Avenue. The LMAD Improvements were placed into a 90-Day Plant Establishment and Maintenance period in March 2023. The 90-Day maintenance period ended on June 21, 2023. 3 2
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Discussion:

On September 6, 2022, the City Council approved a 60-percent reduction for the LMAD Faithful Performance improvement security. At this time, Legacy Homes has completed the required LMAD improvements. Since passing all applicable inspections, it is recommended that an additional 20-percent of the Faithful Performance Securities for the LMAD be released at this time. The Plant Establishment and Maintenance 90-day period has been completed and accepted by the City; therefore, it is recommended that the work be accepted in accordance with Victorville Municipal Code (VMC) Section 17.64.070(1).

The remaining 20-percent of the Faithful Performance Securities will be held for a one- year warranty period in accordance with VMC Section 17.64.070 (4) and the entirety of the Labor and Materials security will be held for six months in accordance with VMC Section 17.64.070 (3). It will then be presented to the City Council for consideration of approval.

Staff remains available for any questions the Council may have.

Attachments: A. Vicinity Map
B. Security Tables
C. Security Deposit
Attachment A
Vicinity Map

Attachment B
Security Tables

Security Tables

Original Securities
Public Improvement Type Faithful Performance Labor & Materials Water $58,965.50 $29,482.75
Sewer $75,762.50 $37,881.25
Storm Drain $3,300.00 $1,650.00
Street $798,558.46 $399,279.23
LMAD $204,162.09 $102,081.05
Monumentation $27,115.00 N/A
TOTAL $1,167,863.55 $570,374.28

$1,167,863.55 + $570,374.28 = $1,738,237.83 (Cash Deposit Received)

Faithful Performance Security
Water Improvements – Cash Security
Labor & Materials Security
Water Improvements – Cash Security
Amount of ORIGINAL Security: $58,965.50 Amount of ORIGINAL Security: $29,482.75 Amount of Security CURRENTLY: $11,793.10 Amount of Security CURRENTLY: $0.00 Amount of Security being REDUCED: $0.00 Amount of Security being REDUCED: $0.00 Amount of Security REMAINING: $11,793.10 Amount of Security REMAINING: $0.00 Faithful Performance Security
Sewer Improvements – Cash Security
Labor & Materials Security
Sewer Improvements – Cash Security
Amount of ORIGINAL Security: $75,762.50 Amount of ORIGINAL Security: $37,881.25 Amount of Security CURRENTLY: $15,152.50 Amount of Security CURRENTLY: $0.00 Amount of Security being REDUCED: $0.00 Amount of Security being REDUCED: $0.00 Amount of Security REMAINING: $15,152.50 Amount of Security REMAINING: $0.00 Faithful Performance Security
Drainage Improvements – Cash Security
Labor & Materials Security
Drainage Improvements – Cash Security
Amount of ORIGINAL Security: $3,300.00 Amount of ORIGINAL Security: $1,650.00 Amount of Security CURRENTLY: $660.00 Amount of Security CURRENTLY: $0.00 Amount of Security being REDUCED: $0.00 Amount of Security being REDUCED: $0.00 Amount of Security REMAINING: $660.00 Amount of Security REMAINING: $0.00

Developer:

Victorville 115 Lots, LLC
400 East Rincon Street
Corona, CA 92879
Faithful Performance Security
Street Improvements – Cash Security
Labor & Materials Security
Street Improvements – Cash Security
Amount of ORIGINAL Security: $798,558.46 Amount of ORIGINAL Security: $399,279.23 Amount of Security CURRENTLY: $319,423.38 Amount of Security CURRENTLY: $399,279.23 Amount of Security being REDUCED: $0 Amount of Security being REDUCED: $0.00 Amount of Security REMAINING: $319,423.38 Amount of Security REMAINING: $399,279.23 Faithful Performance Security
LMAD Improvements – Cash Security
Labor & Materials Security
LMAD Improvements – Cash Security
Amount of ORIGINAL Security: $204,162.09 Amount of ORIGINAL Security: $102,081.05 Amount of Security CURRENTLY: $81,664.84 Amount of Security CURRENTLY: $102,081.05 Amount of Security being REDUCED: $40,832.42 Amount of Security being REDUCED: $0.00 Amount of Security REMAINING: $40,832.42 Amount of Security REMAINING: $102,081.05 Faithful Performance Security
Monumentation – Cash Security

Amount of ORIGINAL Security: $27,115.00
Amount of Security CURRENTLY: $0.00
Amount of Security being REDUCED: $0.00
Amount of Security REMAINING: $0.00
Attachment C
Security Deposit

Item Number: 13
City Council / Board of Directors
Consent Calendar
Meeting of: July 18, 2023
Submitted By:

Jennifer Thompson, City Clerk

Subject:

Minutes of the February 21, 2023, and March 7, 2023, Regular City Council Meetings Recommendation:

That the Honorable City Council approve the minutes of the Regular City Council Meetings held on February 21, 2023, and March 7, 2023.

Fiscal Impact:

There is no fiscal impact as a result of this action.

Attachments: A. Minutes of the February 21, 2023, Regular City Council Meeting B. Minutes of the March 7, 2023, Regular City Council Meeting Attachment A

City Council Chambers
14343 Civic Drive
Victorville, CA
www.victorvilleca.gov

VICTORVILLE CITY COUNCIL

VICTORVILLE LIBRARY BOARD OF TRUSTEES

SOUTHERN CALIFORNIA LOGISTICS RAIL AUTHORITY

SOUTHERN CALIFORNIA LOGISTICS AIRPORT AUTHORITY

SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY

THE CITY AS HOUSING ASSETS SUCCESSOR

JOINT POWERS FINANCING AUTHORITY

VICTORVILLE WATER DISTRICT

Regular Meeting Minutes
Tuesday, February 21, 2023
5:00 p.m. Closed Session
6:00 p.m. Regular Session

5:00 p.m. Closed Session

Call to Order

Roll Call

Present: Council Member Gomez, Council Member Harriman, Council Member Irving, Mayor Pro Tem Becerra, Mayor Jones

Absent: None

Introduction to Public Comments

Mayor Jones provided an opening statement regarding public comments.

Public Comments for Closed Session Items

The following people spoke:

Blanca Gomez spoke on closed session items.

Declaration of Closed Session Item(s) by City Attorney

City Attorney Andre de Bortnowsky announced five (5) closed session items as set forth on the agenda.

CITY COUNCIL

A. CONFERENCE WITH LEGAL COUNSEL- EXISTING LITIGATION
Pursuant to Government Code § 54956.9(d)(1)
Case name unspecified: (Disclosure would jeopardize existing settlement negotiations)

B. CONFERENCE WITH LEGAL COUNSEL- EXISTING LITIGATION
Pursuant to Government Code § 54956.9(d)(1)
Case name unspecified: (Disclosure would jeopardize existing settlement negotiations)

C. CONFERENCE WITH LEGAL COUNSEL- EXISTING LITIGATION
Pursuant to Government Code § 54956.9(d)(1)
Case name unspecified: (Disclosure would jeopardize existing settlement negotiations)

D. CONFERENCE WITH LEGAL COUNSEL- EXISTING LITIGATION
Pursuant to Government Code § 54956.9(d)(1)
Case name unspecified: (Disclosure would jeopardize existing settlement negotiations)

E. CONFERENCE WITH LEGAL COUNSEL- EXISTING LITIGATION
Pursuant to Government Code § 54956.9(d)(1)
Case name unspecified: (Disclosure would jeopardize existing settlement negotiations)

Recess to Closed Session

6:00 p.m. Regular Session

Call to Order

Roll Call

Present: Council Member Gomez, Council Member Harriman, Council Member Irving, Mayor Pro Tem Becerra, Mayor Jones

Absent: None

Also Present:

City Manager Keith C. Metzler, Deputy City Manager Sophie Smith, Deputy City Manager Jenele Davidson, City Clerk Jennifer Thompson, City Attorney Andre de Bortnowsky

Closed Session Announcements by the City Attorney

City Attorney Andre de Bortnowsky announced five (5) closed session items as set forth on the agenda. There were no reportable actions with respect to these items.

Invocation: Presbyter Elfrem Wilson of Destiny Christian Church

Pledge of Allegiance: Police Captain John Wickum

City Clerk Presents Agenda/Revisions to Agenda

City Clerk announced one (1) revision to the Staff Report for Item #16, labeling it as a Consent Calendar item instead of Written Communication.

Conflict of Interest Declarations

There were no conflicts of interest to report.

Introduction to Public Comments

Mayor Jones provided an opening statement regarding public comments.

Public Comments

The following people spoke:

Jake Henry spoke on general items

Tolani Turnage spoke on general items

Sylvia Morrison spoke on general items

Blanca Gomez spoke on general items

The Chair called recess at 6:18 p.m.

Recess concluded at 6:24 p.m.

Blanca Gomez continued to speak on general items

Blanca Gomez was removed from the meeting at 6:28 p.m. for failing to adhere to the Council’s established policies and procedures, and Government Codes § 54957.9 and 54957.95, in accordance with the Ralph M. Brown Act.

Nicole Weatherby spoke on general items

PUBLIC HEARING(S)

1. United States Department of Housing and Urban Development Required Public Hearing for Community Planning and Development Grants - Fiscal Year 2023-2024

Recommendation:

That the City Council conduct a public hearing to receive citizen, agency, and prospective applicant comments regarding the City’s needs and strategies for the 2023-2024 Annual Action Plan.

Questions ensued

The Chair opened the Public Hearing

The following people spoke:

Nicholas Fisher spoke in support

Dr. Shawn Smith spoke in support

Nichole Weatherby spoke in support

Betty Carrillo spoke in support

Angelina Ortega spoke in support

Mr. Campbell spoke in support

Jimmy Waldron spoke in support

Nsenga Hughes spoke in support

Amanda Bell spoke in support

Shelly Thomas spoke in support

Timothy Preston spoke in support

Stephanie Vida Pazarin spoke in support

Tariq Malik spoke in support

Community Health Action Network spoke in support

David Fofiu spoke in support

Christina Kennedy spoke in support

Danzell Daniels spoke in support

Sylvia Morrison spoke in support

Kailin Scott spoke in support

The Chair closed the Public Hearing

Questions continued

The Chair called recess at 7:24 p.m.

Recess concluded at 7:32 p.m.

2. Sewer Main Lining 2023 Project – Award of Construction Contract

Recommendation:

That the Honorable City Council:
(1) Open and conduct a Public Hearing;
(2) Close the Public Hearing;
(3) Find the project exempt from environmental review under the Ca lifornia Environmental Quality Act (CEQA) pursuant to Section 15301(b) of the CEQA guidelines and Approve the Notice of Exemption; and
(4) Award a construction contract to Southwest Pipeline and Trenchless Corp., in the amount of $1,813,690.00 for the Sewer Main Lining 2023 Project.

Questions ensued

The Chair opened the Public Hearing

There were no speakers

The Chair closed the Public Hearing

Motion was made to approve staff recommendations

Moved: Mayor Pro Tem Becerra
Seconded: Council Member Irving

Motion passed 4-0

Ayes: Council Member Harriman, Council Member Irving, Mayor Pro Tem Becerra, Mayor Jones

Absent: Council Member Gomez

CONSENT CALENDAR

3. Environmental Programs Quarterly Report for the Second Quarter of Fiscal Year 2023

Recommendation:

That the Honorable Victorville City Council review and file.

4. Public Works O&M Statistics for the Second Quarter of Fiscal Year 2023

Recommendation:

That the Honorable Victorville City Council review and file.

5. Commercial Demand Schedule No. 15

Recommendation:

That the City Council and Board of Directors ratify Commercial Demand Schedule No. 15 in the amount of $14,473,918.61, covering Electronic Fund Transfers No. 333279 through 333528 and Warrant No. 788868 through 789104 for 01/20/2023 through 02/02/2023 and Wire Transfer dated 01/23/2023, per the adopted budget for Fiscal Year 2022 -2023 for the period covering July 1, 2022 through June 30, 2023.

6. Quarterly Investment Report as of December 31, 2022

Recommendation:

That the City Council/Board of Directors receive and file the attached Quarterly Investment Report as of December 31, 2022.

7. Landscape Maintenance Assessment District Full Securities Release for Tract Map No. 16720

Recommendation:

That the Honorable City Council approve the full release of the Landscape Maintenance Assessment District Faithful Performance and Labor & Materials Securities for Tract Map No. 16720.

8. Acceptance of Improvements and Subdivision Improvement Release for Tract Map No. 17089

Recommendation:

That the Honorable City Council accept the public improvements for Tract Map No. 17089 and release the Subdivision Improvement Agreement.

9. Release of Subdivision Improvement Agreement and Full Security Deposit Release for Tract Map No. 17945

Recommendation:

That the Honorable City Council approve the release of the Subdivision Improvement Agreement and the full release of the Security Deposit for Tract Map No. 17945.

10. Payroll Warrant List

Recommendation:

That the City Council and Board of Directors ratify Payroll Demand Schedule No. 7A for Payroll Period December 23, 2022, through January 06, 2023, in the amount of $2,130,546.09 covering Check Nos. 33217 through 33227, including Vendor checks. Please note employee Check No. 33219 has a live Check and an EFT Advice. Also included is Advice No. 295655 and Nos. 296133 through 296615, per adopted budget for Fiscal Year 2022- 2023 (period covering July 1, 2022, through June 30, 2023).

11. Second Reading of Ordinance No. 2434

Recommendation:

That the City Council adopt, by second reading, Ordinance No. 2434 revising and establishing speed zones upon certain streets in the City by amending Title 12, Chapter 12.20, Section

12.20.020 of the Victorville Municipal Code, entitled “Decrease of State Law Maximum Speed.”

12. Code Compliance Department Activity Reports - FY2023 2nd Quarter, Code Compliance Animal Care & Control Divisions

Recommendation:

That the Honorable City Council review and file.

13. Notice of Completion - Automated Gate Services, Inc

Recommendation:

That the Honorable City Council
(1) Accept as complete and approve the Notice of Completion for the installation of automatic gates at Fire Station 312, 313, 314 and 315, Project CC22-088 and (2) Authorize the City Manager to execute the Notice of Completion.

14. Seventh Avenue and Arrowhead Drive Capital Improvement Project Grant Funding Reimbursement

Recommendation:

That the Honorable City Council Adopt Resolution No. 23- 010 to authorize the submittal of claims and requests for reimbursements from Transportation Development Act (TDA) Article 3 funds from the San Bernardino County Transportation Authority (SBCTA) and authorize the City Engineer to certify the completion of the project.

15. Substitution of Trustee and Deed of Reconveyance and Release of Declaration of Covenants, Conditions and Restrictions for Map Case No 08-08-08 - Streeter

Recommendation:

That Your Honorable City Council:
(1) Approve the Substitution of Trustee and Deed of Reconveyance for MAP Case No.08- 08- 08;
(2) Approve the Termination and Release of Declaration of Covenants, Conditions, and Restrictions and Notice of Affordability Restrictions on Transfer of Property; (3) Authorize the execution thereof by the City Manager; (4) Accept the payoff of the loan receivable; and
(5) Adopt Resolution No. CHAS 23- 001, amending the annual budget for Fiscal Year 2022- 2023.

16. Adoption of proposed City Council Resolution No 23 -011 confirming increases to the Rate of Compensation for the Members of the Victorville Planning Commission

Recommendation:

That the Honorable City Council:
(1) Review and Consider the Proposed Resolution Increasing the Victorville Planning Commission Rate of Compensation and Rescinding Resolution No. 06-156; and (2) Adopt Resolution No. 23-011

Mayor Pro Tem Becerra reported that she needed to recuse herself from Item #5

Motion was made to approve staff recommendations for Consent Calendar Items 3 through 16

Moved: Council Member Irving
Seconded: Council Member Harriman

Motion passed 4-0, with Mayor Pro Tem Becerra recused on Item #5

Ayes: Council Member Harriman, Council Member Irving, Mayor Pro Tem Becerra, Mayor Jones

Absent: Council Member Gomez
Recused: Mayor Pro Tem Becerra on Item #5

WRITTEN COMMUNICATIONS

17. Septic to Sewer Conversion Project – Purchase of Sewer Lift Station

Recommendation:

That the Honorable City Council approve a General Services Provider Standard Agreement with ROMTEC Utilities for the design, fabrication, and delivery of a sewer lift station for the Willow Street Septic to Sewer Conversion Project, in an amount not to exceed $227,252.85.

Questions ensued

Motion was made to approve staff recommendation

Moved: Mayor Pro Tem Becerra
Seconded: Council Member Irving

Motion passed 4-0

Ayes: Council Member Harriman, Council Member Irving, Mayor Pro Tem Becerra, Mayor Jones

Absent: Council Member Gomez

18. Award of Contract to LM Rasmussen Construction for the Exeloo Automatic Restrooms Installation at Brentwood and Center Street Parks, Project CC23-079

Recommendation:

That the Honorable City Council award a Construction Agreement to LM Rasmussen Construction in the amount of $184,843.00 for the Exeloo Automatic Restroom Installation at Brentwood and Center Street Parks, Project CC23-079.

Questions ensued

Motion was made to approve staff recommendation

Moved: Council Member Irving
Seconded: Council Member Harriman

Motion passed 4-0

Ayes: Council Member Harriman, Council Member Irving, Mayor Pro Tem Becerra, Mayor Jones

Absent: Council Member Gomez

19. California Department of Water Resources – 2022 Urban Community Drought Relief Grant Program

Recommendation:

That the Honorable Victorville Water District Board of Directors adopt Resolution No. VWD 23- 002, authorizing the 2022 Urban Community Drought Relief Grant Program application, acceptance, and execution for the District’s Advance Metering Infrastructure (A MI), Turf Replacement Rebate, and Ultra-High Efficiency Toilet Direct Installation Replacement Projects.

Questions ensued

Motion was made to approve staff recommendation

Moved: Council Member Harriman
Seconded: Council Member Irving

Comments ensued

Motion passed 4-0

Ayes: Council Member Harriman, Council Member Irving, Mayor Pro Tem Becerra, Mayor Jones

Absent: Council Member Gomez

20. Grant of Easement on the Southern California Logistics Airport

Recommendation:

That the Southern California Logistics Airport Authority (“SCLAA”) Board of Directors:
(1) Grant a utility easement on Southern California Logistics Airport Authority property to Southern California Edison across the parcel designated as APN 0459-192-58; and (2) Authorize the Airport Director to execute said instrument.

Comments ensued

Motion was made to approve staff recommendations

Moved: Mayor Pro Tem Becerra
Seconded: Council Member Harriman

Motion passed 4-0

Ayes: Council Member Harriman, Council Member Irving, Mayor Pro Tem Becerra, Mayor Jones

Absent: Council Member Gomez

21. Purchase and Sale Agreement by and between the Southern California Logistics Airport Authority and the Victorville Water District

Recommendation:

That Your Honorable Southern California Logistics Airport Authority and Victorville Water District Board of Directors approve:
(1) Resolution No. SCLAA 23 -001 approving the sale of a portion of Parcel J and authorizing the Executive Director to execute transactional documents to effectuate the sale and transfer of the property;
(2) Resolution No. VWD 23-003 approving the purchase of a portion of Parcel J and authorizing the General Manager to execute transactional documents to e ffectuate the purchase and transfer of the property; and
(3) Resolution No. SCLAA 23- 002 amending the SCLAA annual budget for fiscal year 2022/2023 to recognize the sale proceeds.

Questions ensued

Motion was made to approve staff recommendations

Moved: Council Member Harriman
Seconded: Council Member Irving

Comments ensued

Motion passed 4-0

Ayes: Council Member Harriman, Council Member Irving, Mayor Pro Tem Becerra, Mayor Jones

Absent: Council Member Gomez

22. Attendance at National Association of Latino Elected and Appointed Officials 40th Annual Conference

Recommendation:

That Your Honorable City Council authorize attendance at the NALEO 40th Annual Conference for the Mayor, and Mayor Pro-Tem.

Questions ensued

Motion was made to approve staff recommendation

Moved: Mayor Pro Tem Becerra
Seconded: Council Member Harriman

Motion passed 4-0

Ayes: Council Member Harriman, Council Member Irving, Mayor Pro Tem Becerra, Mayor Jones

Absent: Council Member Gomez

23. City Manager Reports

The Annual Spring Festival and Egg Hunt will be held on Saturday, April 8, 2023, from 10:00 a.m. to 2:00 p.m. at Hook Park. Applications for vendors are being accepted, as space is available, and presale tickets for the Egg Hunt will begin on March 1, 2023.

Teen Tech Space will be held at the Victorville City Library on Thursday, February 23, 2023, from 3:00 p.m. to 5:00 p.m., at no cost. Teens are invited to explore virtual reality and the library’s 3D printer.

Dr. Suess’ Birthday Story Time and Crafts will be held at the Victorville City Library on Thursday, March 2, 2023, from 4:00 p.m. to 5:00 p.m., at no cost, for ages 0-12. Participants will hear a story, make a craft, and take home a book.

24. Discussion and Possible Action Regarding Upcoming Agenda Items

Motion was made to agendize an item for discussion and possible action in order to review the eligibility criteria for participating in the Measure P Oversight Committee.

Moved: Council Member Harriman
Seconded: Mayor Pro Tem Becerra

Motion passed 4-0

Ayes: Council Member Harriman, Council Member Irving, Mayor Pro Tem Becerra, Mayor Jones

Absent: Council Member Gomez

Motion was made to agendize an item for discussion and possible action regarding the prohibition of electronic devices in the Victorville City Council’s closed session meetings.

Moved: Mayor Pro Tem Becerra
Seconded: Council Member Irving

Motion passed 4-0

Ayes: Council Member Harriman, Council Member Irving, Mayor Pro Tem Becerra, Mayor Jones

Absent: Council Member Gomez

25. Reports from Council Members

Council Member Irving wished everyone a Happy Mardi Gras. She reported on her attendance to the Rotary Club meeting.

Mayor Pro Tem Becerra reported on her attendance to the Victor Valley Transit Authority meeting. She also attended the Desert Mountain League of California Cities Division meeting, and thanked staff for their efforts.

Mayor Jones reported on her attendance to the San Bernardino County Transport Authority (SBCTA) General Policy Committee meeting, Mojave Desert and Mountain Recycling Authority JPA meeting, the SBCTA Mountain Desert Policy Committee meeting, and the League of California Cities Division meeting.

Adjournment

Mayor Jones adjourned the meeting at 8:20 p.m.

Attest:

_______________________________ ___________________________________ Debra Jones, Mayor Jennifer Thompson, City Clerk

Attachment B

City Council Chambers
14343 Civic Drive
Victorville, CA
www.victorvilleca.gov

VICTORVILLE CITY COUNCIL

VICTORVILLE LIBRARY BOARD OF TRUSTEES

SOUTHERN CALIFORNIA LOGISTICS RAIL AUTHORITY

SOUTHERN CALIFORNIA LOGISTICS AIRPORT AUTHORITY

SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY

THE CITY AS HOUSING ASSETS SUCCESSOR

JOINT POWERS FINANCING AUTHORITY

VICTORVILLE WATER DISTRICT

Regular Meeting Minutes
Tuesday, March 7, 2023
5:00 p.m. Closed Session
6:00 p.m. Regular Session

5:00 p.m. Closed Session

Call to Order

Roll Call

Present: Council Member Gomez, Council Member Harriman, Council Member Irving, Mayor Pro Tem Becerra, Mayor Jones

Absent: None

Public Comments for Closed Session Items

None

Motion was made to adjourn Closed Session until directly following the conclusion of the Regular Session

Moved: Council Member Irving
Seconded: Mayor Pro Tem Becerra

Motion passed 5-0

Ayes: Council Member Gomez, Council Member Harriman, Council Member Irving, Mayor Pro Tem Becerra, Mayor Jones

Mayor Jones adjourned Closed Session at 5:02 p.m.

6:00 p.m. Regular Session

Call to Order

Roll Call

Present: Council Member Gomez, Council Member Harriman, Council Member Irving, Mayor Pro Tem Becerra, Mayor Jones

Absent: None

Also Present:

City Manager Keith C. Metzler, Deputy City Manager Sophie Smith, Deputy City Manager Jenele Davidson, City Clerk Jennifer Thompson, City Attorney Andre de Bortnowsky

Invocation: Mayor Jones

Pledge of Allegiance: Police Captain John Wickum

The Chair directed Council Member Irving and Council Member Harriman to exchange seats.

Proclamations/Special Presentations

Arson Shift Investigator Program Presentation given by Deputy Fire Marshal Battalion Chief Goth

City Clerk Swearing in of Battalion Chief-Deputy Fire Marshal Perry Goth

City Clerk Swearing in of Captain/Arson Shift Investigator James Lanphar

City Clerk Swearing in of Captain/Arson Shift Investigator Timothy Ortiz

City Clerk Swearing in of Battalion Chief Robert Clemmer

City Clerk Presents Agenda/Revisions to Agenda

City Clerk presented one (1) revision for agenda for Item #2, revising the Staff Report in the following sections:

Fiscal Impact section: General Fund expenditures for city operations are projected to be $95,065,959. The General Fund operating budget will be offset by revue projections of $88,444,688, requiring an appropriation from the Unencumbered Fund balance of $4,506,218 to balance the General Fund budget. This accounts for the annual payment of $1 million from Victorville Municipal Utility Services (VMUS) to the General fund for repayment of a loan agreement along with the $1,115,053 and rolled over CIP project expenses.

Discussion section: Overview of major changes and recommended adjustments by fund.

General Fund section: Fund 100 will need an appropriation from the Unencumbered Fund balance in the amount of $4,506,218 to offset the overall reductions in permitting, plan check, and inspections fees to ensure a balanced budget of revenues to expenditures.

Conclusion section: In the second sentence, the word anticipated has changed to expected, to read, “…expected slow down of residential permitted improvements in growth occurred sooner than anticipated although industrial growth is still occurring.”

Conflict of Interest Declarations

There were no conflicts of interest reported.

Introduction to Public Comments

Mayor Jones provided an opening statement regarding public comments.

Public Comments

The following people spoke:

Elvia Hernandez spoke about general items

Kareema Abdul-Khabir spoke on general items

David Stedman spoke on general items

Brendan O’Brien spoke on general items

Leila Aquino spoke on general items

PUBLIC HEARING(S)

1. Vacation of an easement on SCLA Property located in the vicinity of Sabre Street east of Phantom West Road with an environmental exemption

Recommendation:

That the Honorable City Council:
(1) Open and conduct a public hearing to consider the vacation of an easement o n SCLA property located in the vicinity of Sabre Street east of Phantom West Road; (2) Hear evidence offered by persons interested in the vacation; (3) Find the easement vacation not subject to environmental review under the California Environmental Qualit y Act (CEQA) pursuant to CEQA Guidelines Sections 15060(c)(2) and 15060(c)(3); and
(4) Adopt the attached Resolution No. 23-126 to vacate an easement as described and depicted by the attached exhibits.

Questions ensued

The Chair opened the Public Hearing

There were no speakers

The Chair closed the Public Hearing

Motion was made to approve staff recommendations for points 3 and 4

Moved: Council Member Irving
Seconded: Council Member Harriman

Comments ensued

Motion passed 5-0

Ayes: Council Member Gomez, Council Member Harriman, Council Member Irving, Mayor Pro Tem Becerra, Mayor Jones

2. Mid-Year Budget Review and Amendment Request to the 2022-2023 Fiscal Budget

Recommendation:

That the City Council and Board of Directors approve the changes reflected in this agenda item along with the included attachments by adopting:
(1) Resolution No. 23-013 of the City Council of the City of Victorville amending Resolution 22- 064, as amended, the budget resolution for the City of Victorville for Fiscal Year 2022- 2023, relating to an appropriation of funds.
(2) Resolution No. VWD 23- 004 of the Board of Directors of the Victorville Water District amending Resolution VWD 22-012, as amended, the budget resolution for the Victorville Water District for the Fiscal Year 2022-2023, relating to an appropriation of funds. (3) Resolution No. SCLAA 23-003 of the Board of Directors of the Southern California Logistics Airport Authority amending Resolution SCLAA 22- 011, as amended, the budget resolution for the Southern California Logistics Airport Authority for the Fiscal Year 2022-2023, relating to an appropriation of funds.
(4) Resolution No. 23 -016 of the City Council of the City of Victorville adopting an updated General Fund Reserve Policy (City Council Policy CP-23-01).

Mid-Year Budget Presentation for Fiscal Year 2022- 2023 given by Finance Director John Mendiola

Questions ensued

The Chair opened the Public Hearing

There were no speakers

The Chair closed the Public Hearing

Motion was made to approve staff recommendations with the aforementioned revisions

Moved: Mayor Pro Tem Becerra
Seconded: Council Member Irving

Comments ensued

Motion passed 4-1

Ayes: Council Member Harriman, Council Member Irving, Mayor Pro Tem Becerra, Mayor Jones Noes: Council Member Gomez

CONSENT CALENDAR

3. Full Release of the Water, Sewer, and Drainage Labor & Material Securities for Tract Map No. 15396

Recommendation:

That the Honorable City Council approve the full release of the water, sewer, and drainage securities for Tract Map No. 15396.

4. Commercial Demand Schedule No. 16

Recommendation:

That the City Council and Board of Directors ratify Commercial Demand Schedule No. 16 in the amount of $7,453,308.86, covering Electronic Fund Transfers No. 333529 through 333695 and Warrant No. 789105 through 789320 for 02/2/2023 through 02/16/2023 and Wire Transfer dated 02/22/2023, per the adopted budget for Fiscal Year 2022-2023 for the period covering July 1, 2022 through June 30, 2023.

5. Payroll Warrant List

Recommendation:

That the City Council and Board of Directors ratify Payroll Demand Schedule No. 7B for Payroll Period January 06, 2023, through January 20, 2023, in the amount of $1,849,613.63 covering Check Nos. 33228 through 33251, including Vendor checks. Please note employee Check No. 33237 has a live Check and an EFT Advice.

Also included are Advice Nos. 296616
through 297088, per adopted budget for Fiscal Year 2022-2023 (period covering July 1, 2022, through June 30, 2023).

6. Settlement Agreement between the City of Victorville and Michael Truong

Recommendation:

That the Honorable City Council approve the Citation Settlement Agreement by and between Michael Truong and the City of Victorville in regard to Citation Nos. 30476, 29101, and 25106 and authorize the City Manager to sign the Citation Settlement Agreement.

7. Settlement Agreement between the City of Victorville and Lily Xue

Recommendation:

That the Honorable City Council approve and authorize the City Manager to sign the Citation Settlement Agreement by and between Lily Xue and the City of Victorville regarding Citation No. 26698 and Superior Court Case No. CIVSB2105665.

8. Minutes of the December 13, 2022, and December 15, 2022, Special City Council Meetings and the December 20, 2022, Regular City Council Meeting

Recommendation:

That the Honorable City Council approve the minutes of the Special City Council Meetings held on December 13, 2022, and December 15, 2022, and the minutes of the Regular City Council Meetings held on December 20, 2022.

9. Multiple Roof Replacements Project #CC23-066

Recommendation:

That the Southern California Logistics Airport Authority Board of Directors:
(1) Reject all bids received and opened for the Multiple Roof Replacements Project #CC23-066 (“Project”); and
(2) Direct staff to resolicit the Project.

Motion was made to approve staff recommendations for Consent Calendar Items 3 through 9

Moved: Council Member Irving
Seconded: Mayor Pro Tem Becerra

Motion passed 5-0, with Council Member Gomez voting no on Items 6 and 7

Ayes: Council Member Gomez, Council Member Harriman, Council Member Irving, Mayor Pro Tem Becerra, Mayor Jones
Noes: Council member Gomez on Items 6 and 7

WRITTEN COMMUNICATIONS

10. Benefits Resolution No. 23-014 and Table of Organization

Recommendation:

That the Honorable City Council adopt Benefits Resolution No. 23- 014, revising the Table of Organization and Compensation Schedule, effective March 7, 2023.

Questions ensued

Motion was made to approve staff recommendation

Moved: Mayor Pro Tem Becerra
Seconded: Council Member Irving

Motion passed 4-1

Ayes: Council Member Harriman, Council Member Irving, Mayor Pro Tem Becerra, Mayor Jones Noes: Council Member Gomez

11. Update to the Victorville Municipal Utility Services Energy Efficiency Program

Recommendation:

That the Honorable City Council adopt Resolution No. 23- 012, amending and supplementing Resolution No. 19- 019, to provide further incentives to VMUS’ customers to implement improvements using the Energy Efficiency Program.

Questions ensued

Motion was made to approve staff recommendation

Moved: Council Member Irving
Seconded: Council Member Harriman

Motion passed 4-1

Ayes: Council Member Harriman, Council Member Irving, Mayor Pro Tem Becerra, Mayor Jones Noes: Council Member Gomez

12. Consideration of proposed City Council Resolution No. 23-015 adopting revisions to the City of Victorville City Council Policy and Procedures Manual

Recommendation:

That the Honorable City Council:
(1) Review and Consider the Proposed Revised City Council Policy and Procedures Manual; and
(2) Adopt Resolution No. 23-015.

Questions ensued

Motion was made to approve t
he policy manual revisions as drafted along with the suggested language provided by Mayor Jones

Moved: Mayor Pro Tem Becerra
Seconded: Council Member Irving

Comments ensued

Motion passed 4-1

Ayes: Council Member Harriman, Council Member Irving, Mayor Pro Tem Becerra, Mayor Jones Noes: Council Member Gomez

13. Discussion and Possible Action on Reviewing the Criteria for Appointments to the Measure P Oversight Committee

Recommendation:

Any action is at the discretion of the City Council.

Questions ensued

Motion was made to keep the existing resolution, with the exception of removing the requirement that an applicant must have leadership experience in a role of a similar capacity

Moved: Mayor Jones
Seconded: Council Member Irving

Comments ensued

Motion passed 5-0

Ayes: Council Member Gomez, Council Member Harriman, Council Member Irving, Mayor Pro Tem Becerra, Mayor Jones

14. City Manager Reports

Victorville Free Dump Day is March 11, from 8:00 a.m. -1:00 p.m. at the former UP school (also known as Victor Junior) on 8
th street.

Friends of the Library book sale is happening on Tuesday, March 14, from 9:00 a.m. – 3:00 p.m. at the Victorville City Libraby. The cost is $5 per bag.

Delivery of the Connect Homes Community Buildings for the Wellness Center project started yesterday.

The City of Victorville received Best Improvement Public Safety Award for the 7th and Arrowhead complete streets projects and is being recognized by the High Desert branch of the American Public Works Association.

15. Discussion and Possible Action Regarding Upcoming Agenda Items

Motion was made for discussion and possible action at the next regular City Council meeting, to revise the Policy and Procedures Manual to prohibit electronic devises on and/or behind the dais.

Moved: Mayor Jones
Seconded: Mayor Pro Tem Becerra

Motion passed 4-1

Ayes: Council Member Harriman, Council Member Irving, Mayor Pro Tem Becerra, Mayor Jones Noes: Council Member Gomez

16. Reports from Council Members

Council Member Gomez reported on her involvement within the community.

Council Member Harriman congratulated the Public Works on receiving the Best Improvement Public Safety Award.

Mayor Pro Tem Member Becerra thanked the Public Works department and the Parks department for keeping the city streets safe during the storms. She also thanked the Finance department for the budget presentation.

Mayor Jones thanked Mayor Pro Tem Becerra for attending the Ribbon Cutting and Grand Opening of Rockin’ Our Disabilities Foundation Learning Center in her stead.

Mayor Jones adjourned the Regular Session at 8:08 p.m.

8:08 p.m. Closed Session

Call to Order

Roll Call

Present: Council Member Gomez, Council Member Harriman, Council Member Irving, Mayor Pro Tem Becerra, Mayor Jones

Absent: None

Public Comments for Closed Session Items

None
Declaration of Closed Session Item(s) by City Attorney

City Attorney Andre de Bortnowsky announced five (5) closed session items as set forth on the agenda.

CITY COUNCIL

A. CONFERENCE WITH LEGAL COUNSEL- EXISTING LITIGATION
Pursuant to Government Code § 54956.9(d)(1)
Case name unspecified: (Disclosure would jeopardize existing settlement negotiations)

B. CONFERENCE WITH LEGAL COUNSEL- EXISTING LITIGATION
Pursuant to Government Code § 54956.9(d)(1)
Case name unspecified: (Disclosure would jeopardize existing settlement negotiations)

C. CONFERENCE WITH LEGAL COUNSEL- EXISTING LITIGATION
Pursuant to Government Code § 54956.9(d)(1)
Case name unspecified: (Disclosure would jeopardize existing settlement negotiations)

D. CONFERENCE WITH LEGAL COUNSEL- EXISTING LITIGATION
Pursuant to Government Code § 54956.9(d)(1)
Case name unspecified: (Disclosure would jeopardize existing settlement negotiations)

E. CONFERENCE WITH LEGAL COUNSEL- EXISTING LITIGATION
Pursuant to Government Code § 54956.9(d)(1)
Case name unspecified: (Disclosure would jeopardize existing settlement negotiations)

Recess to Closed Session

Council returned from Closed Session at 8:57 p.m.

Closed Session Announcements by the City Attorney

City Attorney Andre de Bortnowsky announced five (5) closed session items as set forth on the agenda. There were no reportable actions with respect to these items.

Adjournment

Mayor Jones adjourned the meeting at 8:57 p.m.

Attest:

________________________________ ____________________________________ Debra Jones, Mayor Jennifer Thompson, City Clerk

Item Number: 14
City Council / Board of Directors
Written Communication
Meeting of: July 18, 2023
Submitted By:

Brian Gengler, City Engineer

Subject:

Amend Budget for Additional Highway Safety Improvement Program (HSIP) Federal Grant Funds for the Guardrail Project
Recommendation:

That the Honorable City Council adopt Resolution No. 23-064 to amend the Fiscal Year 2022/2023 budget to reflect an additional revenue of $364,102.50 and appropriate an additional expense of $364,102.50 from the HSIP federal grant for the construction of the Guardrail Project.

Fiscal Impact:

The recommended action will result in an additional $364,102.50 of revenue and an additional $364,102.50 of expenses. A budget amendment is required, and Resolution No. 23-064 is attached to reflect additional revenue and expenses from an HSIP federal grant. Please refer to Attachment A, Resolution No. 23-064.

Because the additional grant award is needed to cover expenses in Fiscal Year 2022/2023, the funds need to be appropriated in that fiscal year. With the additional grant award, 100 percent of the project expenses will be funded by the HSIP federal grant.

Matching funds are not required for this grant. The account code and budget amounts are shown in the table below.

Account No. Available Budget: Additional Appropriation Total 2754500-55330-60129 $469,890.00 $364,102.50 $833,992.50 Total $833,992.50
It should be noted that this project had $210,385.00 of Fund 250, Measure I, in the Fiscal Year 2022/2023 Budget. Because this project will be funded entirely from the HSIP federal grant, there will not be any expenses in Measure I. Therefore, the budget for Fund 250 will be adjusted accordingly.
3 1
8 5
Strategic Plan Goal:

The Guardrail Project aligns with Goal E, Strategy 1 in the City of Victorville Strategic Plan 2020-2023, “Invest in Infrastructure” and “Implement the City’s Capital Improvement Program to meet community needs.”
Background:

On December 6, 2022, City Council awarded a construction contract with D.C. Hubbs Construction, Inc. in the amount of $758,175.00 to repair and install new guardrail at 13 locations. The Guardrail project was partially funded by an HSIP federal grant in the amount of $469,890.00. The contract amount exceeded the grant amount by $288,285.

At the time of the award, Engineering staff submitted a request for additional HSIP federal grant funds from Caltrans. However, additional HSIP grant funds were not available at that time.

Discussion:

In May of 2023, the City was notified by Caltrans that the City’s request for additional construction funds had been approved. Please refer to Attachment B, the award letter and authorization of grant funds. The additional federal funding the City will receive is in the amount of $364,102.50. In addition to the construction contract, there are project expenses which include material testing. This project was nearly complete as of the end of June 2023.

Staff recommends that the Honorable City Council adopt Resolution No. 23-064 to amend the Fiscal Year 2022/2023 budget to reflect an additional revenue of $364,102.50 and appropriate an additional expense of $364,102.50 from the HSIP federal grant for the construction of the Guardrail Project.

Staff remains available for any questions the City Council may have.

Attachments: A. Resolution No. 23-064
B. Grant Award Letter and Authorization of Funds

ATTACHMENT A
RESOLUTION NO. 23-064

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VICTORVILLE AMENDING THE ANNUAL BUDGET FOR FISCAL YEAR 2022-2023
WHEREAS, the City Manager of the City of Victorville did heretofore submit to the City Council an estimate of the expenditures and revenues of the City departments and offices , together with a proposed budget for the fiscal year 2022-2023; and WHEREAS, copies of said budget amendment were prepared and distributed to the City Council, were approved by the City Council on June 21, 2022, and have been available for the inspection by the public in the office of the City Clerk of the City of Victorville; and WHEREAS, after preparation of the budget, a need to amend the budget is being recommended to the City Council for approval.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF VICTORVILLE DOES HEREBY RESOLVE AS FOLLOWS:

SECTION 1. That the annual budget for the fiscal year 2022-2023 fo r the City of Victorville is hereby amended to reflect a change in the amounts and associated accounts listed below for a Highway Safety Improvement Program federal grant and as described in the corresponding agenda item staff report for the City Council Meeting of July 18, 2023.

Account Amount Adjusted
2754500-43120-60129 $364,102.50
2754500-55330-60129 $364,102.50
SE
CTION 2. That copies of such amended budget, certified by the City Clerk, shall be filed with the auditors of the City of Victorville and in the office of the City Clerk for public inspection and certified copies thereof shall be made available for use by City departments and offices of the City.

SECTION 3. That this Resolution becomes effective immediately upon its adoption.

ATTACHMENT B

AMENDMENT MODIFICATION SUMMARY - (E-76)

FEDERAL AID PROGRAM CALIFORNIA DEPARTMENT OF TRANSPORTATION DLA LOCATOR: 08-SBD-0-VCTV PROJECT LOCATION:

PREFIX:

PROJECT NO:

SEQ NO:

HSIPL
5380(038)
3 VARIOUS LOCATIONS THROUGHOUT THE CITY ALONG MAJOR ROADWAYS: NATIONAL TRAILS HIGHWAY, AMARGOSA RD, HESPERIA RD, OUTER TYPE OF WORK:

UPGRADE EXISTING GUARDRAILS AND TERMINAL SYSTEM END PREV AUTH / AGREE DATES:

STATE PROJ NO:0819000055L-N
ALT. PROJ NO:

FED RR NO'S:

PUC CODES:

PROJ OVERSIGHT:ASSUMED/LOCAL ADMIN
ENV STATUS / DT: 01/25/2022
RW STATUS / DT: 1 02/04/2022
INV RTE:

PE:

R/W:

CON:

SPR:

MCS:

OTH:

AGENCY:

ROUTE:

VICTORVILLE
DISASTER NO:

TIP DATA
MPO:

FSTIP YR:

STIP REF:

BEG MP:

END MP:

SCAG
21/22 PROJECT END DATE (PED): 12/01/2025
BRIDGE NO:

FSTIP ID NO: SCAG015

PROG CODE
YS30

LINE NO
30 IMPV TYPE
21 FUNC SYS URBAN AREA URB/RURAL DEMO ID

FUNDING SUMMARY

PHASE PROJECT COST FEDERAL COST AC COST
PE PREV. OBLIGATION

PE THIS REQUEST

PE SUBTOTAL
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
PE
RW PREV. OBLIGATION

RW THIS REQUEST

RW SUBTOTAL
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
R/W
CON
OTH
CON PREV. OBLIGATION

CON THIS REQUEST

CON SUBTOTAL
$721,827.00
$112,165.50
$833,992.50
$469,890.00
$364,102.50
$833,992.50
$0.00
$0.00
$0.00
OTH PREV. OBLIGATION

OTH THIS REQUEST

OTH SUBTOTAL
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
TOTAL: $833,992.50 $833,992.50 $0.00

STATE REMARKS
05/13/2022 * SEQ 1: Initial authorization of the CON phase ($469,890 YS30.). CE is not being authorized and is not eligible for federal reimbursement. 05/25/2022 SEQ#2: For information only. SEQ#1 was submitted on 5/13/22 to meet Buy America deadline, without supporting documents due to time constraint. This sequence is to upload supporting documents to complete E76 process. Expedited process was utilized to move $469,890 from FFY 22/23 to FFY 21/22. 100% reimbursement ratio for Safety Counter Measure, on a Lump Sum basis. 02/27/2023 SEQ 3: Cost adjustment per award. "Due to construction cost increase for this safety guardrail set-aside project H9-08-028, local HSIP will add additional funding, not exceeding $364,102.50, as a post- programming change to deliver the construction of this safety project. With this said, the total HSIP funding for this project is now increased to $833,992.50". Approval email dated 2/6/2023 per Eddie 03/09/2023 SEQ#3: Cost adjustment within 90 days of the award date, on December 06, 2022. Add $364,102.50 of Federal HSIP code YS30, to CON phase. *Maximum reimbursement ratio of 100% for Safety countermeasure, on a lump sum basis. *The PED is being extended from 12/30/2023 to 12/01/2025 due to delay in construction award.

FEDERAL REMARKS

AUTHORIZATION
AUTHORIZATION TO PROCEED WITH REQUEST:OTH
FOR: COST ADJ PER AWARD
PREPARED IN FADS BY: NASLA, NOOR
REVIEWED IN FADS BY: BUI, DANIEL
SUBMITTED IN FADS BY: BUI, DANIEL
ON 2023-04-04 963-9413
ON 2023-04-06 444-7828
ON 2023-04-21 FOR CALTRANS
ON 2023-04-21 FOR FHWA
ON 2023-05-02 19:39:15.0
DOCUMENT TYPE: AMOD
PROCESSED IN FADS BY: SIGNATURE, NOT_REQUIRED
E-76 AUTHORIZED DATE IN FMIS BY: JIYOUNG AHN
SIGNATURE HISTORY FOR PROJECT NUMBER 5380(038) AS OF 05/03/2023

FHWA FMIS SIGNATURE HISTORY
MOD # SIGNED BY SIGNED ON
1 JERILYNN FOGLE

JERILYNN FOGLE

JIYOUNG AHN
04/27/2023
04/27/2023
05/02/2023
0 JERILYNN FOGLE

RODNEY WHITFIELD

MATTHEW SCHMITZ
05/13/2022
05/13/2022
05/13/2022
FHWA FMIS 3.0 SIGNATURE HISTORY

CALTRANS SIGNATURE HISTORY

DOCUMENT TYPE SIGNED BY SIGNED ON
04/21/2023AMEND/MOD BUI, DANIEL
Item Number: 15
City Council / Board of Directors
Written Communications
Meeting of: July 18, 2023
Submitted By:

Brenda Hampton, Director of Electric Utility Services

Subject:

Amendment No. 1 to the Renewable Power Purchase and Sale Agreement with AM Wind Repower LLC
Recommendation:

That the Honorable City Council approve Amendment No. 1 to the Renewable Power Purchase and Sale Agreement (PPA) with AM Wind Repower LLC.

Fiscal Impact:

Victorville Municipal Utility Services (VMUS) only pays for the metered output and environmental attributes after they have been delivered each month. The forecasted annual purchase obligation of Amendment No. 1 to the PPA is $179,900. The forecasted purchase obligation over the 25-year term of Amendment No. 1 is $4,497,400. The annual purchase obligation for this PPA is budgeted for in the VMUS Purchased Energy in account 4202076-53010. The restricted funds (Fund 421) collected from customers for the Public Purpose Program Charge and the greenhouse gas auction proceeds would be available to offset any above-market costs.

Strategic Plan Goal:

This item reflects Goal A: Financial Sustainability. This renewable PPA will provide a long-term, cost-effective source of electric power that will contribute to meeting VMUS’ Renewable Portfolio Standard and Resource Adequacy regulatory requirements.

Background:

The Alta Mesa wind project is a 27-megawatt (MW) repowering of an existing wind energy facility in North Palm Springs, California, in the area referred to as the San Gorgonia Pass.

The re-powering project includes the removal of 156 existing legacy wind turbines that were commissioned in 1988. The legacy turbines are to be replaced with seven 4.2 MW capacity turbines. The expected commercial operation date was January 1, 2022. 3 1
9 6
On May 5, 2020, the Victorville City Council approved a Renewable Power Purchase and Sale Agreement (PPA) with AM Wind Repower LLC (Seller) for the purchase of 40.74% of the electric energy output, environmental attributes, and local resource adequacy, as shown in Attachment B. The City of Corona and Industry Public Utilities purchased the remaining 59.26%. During that meeting, VMUS outlined the benefits that would be received by procuring energy available through the PPA including:

1. The energy procured will provide a significant amount of electricity from an eligible renewable energy resource and contribute towards VMUS complying with the State’s Renewable Portfolio Standard Requirements.

2. The associated capacity secured through the PPA will also move VMUS closer to meeting Resource Adequacy Requirements. These requirements were established to ensure that utilities possess adequate generating capacity to serve their customers during periods of peak demand, thereby reducing the potential of outages.

3. The 11 MW capacity provided in the PPA will produce approximately 54,800 megawatt-hours (MWh) at a cost of $40.00 per MWh.

Pursuant to the PPA, the seller delivered a Development Security in the form of cash to VMUS in the amount of $550,000. The PPA provides that VMUS will collect “Daily Damages” of $3,055.56 per day for up to a total of $550,000 for delays in achieving the Guaranteed Commercial Operation Date (GCOD). The Adjusted GCOD was December 26, 2022, and due to further project delays, VMUS has been withdrawing from the $550,000 Development Security that was received. VMUS, the City of Corona, and Industry Public Utilities (Buyers) also have the option to terminate their PPAs 180 days after the Adjusted GCOD, which was June 23, 2023.

Discussion:

In October 2021, the Seller issued a full notice to proceed under an EPC (Engineering/Procurement/Construction) contract. As a result of COVID-19 and the associated supply chain disruption; changes in contractors staffing; and delays in the permitting process, the project has incurred substantial increases in cost and a significant delay in construction and operation of the wind farm.

The construction loans matured, and the tax equity commitment was slated to expire on June 15, 2023. As the project was not able to achieve the Commercial Operation Date (COD) by that date, absent an extension, all loans on the project would be immediately due and payable. Failure to repay the loans would result in default under the loan agreements and give the lenders rights to exercise remedies, which could include foreclosure on the project and all related assets. This put the project at risk of the Seller having insufficient funding to complete the project.

The City agreed for the benefit of the Seller and its financing parties that prior to August 31, 2023, the City will not pursue any rights or remedy to terminate the PPA due to the Facility not having achieved Commercial Operation prior to the Adjusted GCOD. In return, Seller agreed to continue to pay Buyer Commercial Operation Daily Delay Damages until 3 1
9 6
August 31, 2023, while the Buyers and Seller were negotiating options to address the potential foreclosure risk.

Negotiations between the Buyers and Seller concluded with an amendment to the PPA that would satisfy the project lenders and address a portion of the substantial increase in costs including turbine storage costs, unforeseen environmental monitoring costs, turbine erection wind delays, schedule delays, re-grading, change orders, decommissioning overruns, and interest expense.

The Seller and VMUS staff have agreed to the following provisions:
•The fixed Contract Price will increase from $40.00/MWh to $44.00/MWh; •Beginning March 22, 2024, and continuing through June 30, 2024, Buyers shall be paid a COD Daily Delay Damages of $3,055.56 due and payable the earlier of COD or June 30, 2024;
•To further incentivize Alta Mesa to achieve commercial operations as soon as commercially feasible and for the Buyer to procure the lower price energy, VMUS will offset the COD Daily Damages by $1,388.88 for each day that the project achieves commercial operation before December 31, 2023; •If COD is not achieved by June 30, 2024, VMUS may elect to terminate the PPA, subject to the Seller’s right to extend the COD Termination Deadline by up to 180 days, and Seller shall pay VMUS monthly COD Daily Delay Damages of $3,055.56 until the earlier of COD or the extended COD Termination Deadline.

On a net present value basis, the increased Contract Price for all Buyers would offset 6% of the Seller’s additional costs.

At this time, all turbine equipment has been delivered; however, the contactor must wait for extended calm wind conditions to install the top two portions of the equipment. All conductors and the main transformer for the substation have been delivered and upgrades to the substation are scheduled and underway. The new target commercial operation date is December 31, 2023, and the Adjusted COD will be March 24, 2024.

The negotiated Amendment No. 1 to the PPA, provided as Attachment A, mitigates the risk of the Seller not completing the project and continues to provide a very competitively priced renewable energy resource that will meet VMUS’ load and regulatory requirements. For these reasons, staff recommends approval of Amendment No. 1 to the Renewable Power Purchase and Sale Agreement with AM Wind Repower LLC.

Staff remains available for any questions you may have.

Attachments: A. Amendment No. 1 to the Renewable Power Purchase and Sale Agreement with AM Wind Repower LLC
B. Renewable Power Purchase and Sale Agreement between the City of Victorville and AM Wind Repower LLC
Attachment A
Amendment No. 1 to the Renewable Power Purchase and Sale Agreement with AM Wind Repower LLC
AMENDMENT No. 1 to AM WIND REPOWER PPA Page 1 of 4
AMENDMENT No. 1 TO

RENEWABLE POWER PURCHASE AGREEMENT
(AM WIND REPOWER LLC)
This is an amendment (“Amendment No. 1”) to that certain Power Purchase Agreement (“PPA”) made by and between the City of Victorville, a municipal corporation and Charter City organized and existing under the laws of the State of California, (“Buyer”) and AM Wind Repower LLC a Delaware limited liability company, (“Seller”) dated June 24, 2020. Capitalized terms used in this Amendment No.1, unless defined herein, are intended to have the definition ascribed to them in the PPA.

This Amendment No. 1 is entered into as of July 19, 2023 (the “Effective Date”).

RECITALS
WHEREAS, Industry Public Utilities, a public agency organized and existing under the laws of the State of California, and City of Corona a municipal corporation organized and existing under the laws of the State of California (collectively “Other Buyers”) and Buyer jointly negotiated with Seller and entered into separate but substantially identical power purchase agreements with Seller the latest of which is dated June 24, 2020.

WHEREAS, Buyer and Other
Buyers each executed a separate letter agreement with Seller on May 25, 2023 (“Termination Date Extension Letter”), in which Buyer and Other Buyers agreed to not pursue any right or remedy to terminate the PPA due to the Facility not having achieved Commercial Operation prior to or on the Guaranteed Commercial Operation Date and in exchange Seller agreed to pay Buyer and the Other Buyers Commercial Operation Delay Damages for each day after June 26, 2023 until August 31, 2023
that Commercial Operation is not achieved, with such damages to be paid through a netting of those amounts against the Monthly Cash Settlement Amounts owed by Buyer or Other Buyers to Seller pursuant to Section 8.1(b) of the PPA.

WHEREAS, Buyer and Seller desire to make certai n changes t o the PPA and t o supersede the Termination Date Extension Letter.

NOW THEREFORE,
in consideration of the mutual covenants, conditions and terms recited herein and made a material part hereof, the parties agree as follows:

1. Contract Price.
(a) Cover Sheet, Contract Price is hereby replaced by the following:

Contract Price:

Contract Year Contract Price ($/MWh)
1 – 25
$44.00 (flat) with no
escalation, subject to
reduction pursuant to Section

3.3(f) and Section 3.3(g).
(b) Exhibit C, Exhibit C is hereby replaced by the following:

AMENDMENT No. 1 to AM WIND REPOWER PPA Page 2 of 4

CONTRACT PRICE

The Contract Price of the Product shall be:

Contract Year Contract Price ($/MWh)
1 – 25
$44.00 (flat) with no
escalation, subject to
reduction pursuant to Section

3.3(f) and Section 3.3(g).

2. Additional Extension of Commercial Operation Date.

(a) Article 1, Definitions, is hereby amended to add the following definitions:

“Additional COD Extension Delay Damages” means the liquidated damages that may be owed to Buyer from Seller pursuant to Section 2.3(c)(v)(A)-(B).

“Daily Incentive Payment” means the incentive payment that may be owed to Seller from Buyer pursuant to Section 2.3(c)(v)(C).

(b) Section 2.3, Facility Construction and Commercial Operation, is hereby amended to add a new subsection (c)(v) (Section 2.3(a)-(c)(iv) remains unchanged):

“(v) Notwithstanding the foregoing, Buyer may not terminate this Agreement for failure to achieve Commercial Operation pursuant to Section 2.3(c)(iii) if Seller achieves C ommercial Operation on or before June 30, 2024, subject to each of the following conditions:

(A) Seller shall pay Buyer Additional COD Extension Delay Damages of $3,055.56 for each day after June 2 3, 2023 until August 3 0, 2023 that Commercial Operation is not achieved. Except as specified in Section 2.3(c)(v)(D), Buyer shall be compensat ed for such Additional COD Extension Delay Damages through the netting of any such Commercial Operation Delay Damages amount owed against the Monthly Cash Settlement Amounts o wed by Buyer to Seller pursuant to Section 8.1(b) of the PPA . For avoidance of doubt, other than the liquidated damages described in this Section 2.3(c)(v)(A), Seller shall have no obligation to pay any other liquated damages to Buyer for the period betwe en June 23, 2023 to August 30, 2023 for the failure of the Facility to achieve Commercial Operation.

(B) Seller shall pay Buyer Additional COD Extension Delay Damages of $3,055.56 for each day after March 22 , 202 4 until June 30, 202 4 that Commercial Operation is not achieved . Except as specified in Section 2.3(c)(v)(D), Buyer shall be compensat ed for such Additional COD Extension Delay Damages through the netting of any such Commercial Operation Delay Damages amount owed against the Monthly Cash Settlement Amounts owed by Buyer to Seller pursuant to Section 8.1(b) of the PPA . For avoidance of doubt, no Additional

AMENDMENT No. 1 to AM WIND REPOWER PPA Page 3 of 4
COD Extension Delay Damages shall be due to Buyer for the period from August 30, 2023 until March 22, 2024.

(C) Buyer shall p ay Seller a Daily Incentive Payment of $3,055.56 for each day before December 31, 2023, that Commercial Operation is achieved. Seller shall be solely compensated for such Daily Incentive Payment through the offset of any Additional COD Extension Delay Damage owed to Buyer by Seller pursuant to this Section 2.3(c)(v).

(D) Buyer shall issue an invoice to Seller prior to the 10th calendar day of each month that specifies the outstanding Additional COD Extension Delay Damages owed to Buyer by Seller, as such amou nt may be offset by any Daily Incentive Payment amounts. If Commercial Operation is not achieved by June 30, 2024, all outstanding Additional COD Extension Delay Damages shall be immediately due and payable to Buyer by Seller and Buyer shall not be limite d to collecting such liquated damage through netting the a mount owed against the Monthly Cash Settlement Amounts.

(E) If Commercial Operation is not achieved by June 30, 3024, Buyer may elect to terminate this Agreement, which termination shall be effective upon Notice to Seller.

3. Sales from the Facility After Termination . Section 11.8, Limitations on Seller’s and Seller’s Affiliates’ Ability to Make or Agree to Third Party Sales from the Facility after Specified Termination, subdivision (a), is hereby replaced in its entirety with the following (the remaining sub divisions of Section 11.9 are unchanged):

“(a) If this Agreement is terminated as provided in Section 2.3(c)(iii) or 2.3(c)(v) or if Seller terminates this Agreement as provided in Section 10.4 (based on a Force Majeure Event as to which Seller is the claiming Party and the terminating Party), then, subject to Section 11.8(b), neither Seller nor Seller’s Affiliates may s ell, or enter into a contract to sell Energy, or Green Attributes generated by, associated with or attributable to a generating facility installed at the Site to a party other than Buyer for a period of two (2) years following the effective date of such termination (the “Restricted Period”).”

4. Ratification of Agreement . The terms and conditions of the PPA, including all exhibits and attachments, are ratified in their entirety except to the extent inconsistent with the terms and provisions of this Amendment. In the event of such inconsistency, this Amendment shall control.

IN WITNESS WHEREOF, the parties have executed this Amendment No.1 effective as of the date written above.

(signatures follow on next page)

AMENDMENT No. 1 to AM WIND REPOWER PPA Page 4 of 4

AM WIND REPOWER, LLC, Delaware limited liability company:

By: __________________________

Name:

Title:

City of Victorville, a California Municipal Corporation and Charter City

APPROVAL AS TO FORM

By: ________________________

Name: Debra Jones

Title: Mayor

ATTEST

By: ________________________

Name: Jennifer Thompson

Title: City Clerk

APPROVAL AS TO FORM

By: ________________________

Name: Andre de Bortnowsky

Title: City Attorney

CITY OF VICTORVILLE RISK MANAGEMENT

By: ________________________

Name: Sandra Bostick

Title: Risk Manager

Attachment B
Renewable Power Purchase and Sale Agreement between the City of Victorville and AM Wind Repower LLC

OFFICER'S CERTIFICATE
I, Ricardo Alicea, Vice President of AM Wind Repower LLC (the "Company"), do hereby certify, in my capacity as an officer of the Company and not in my individual or personal capacity, that the resolutions attached hereto are a true and correct copy of resolutions duly passed on June 4, 2020 by written consent of all the managers of the Company, and that these resolutions have not in any way been modified, repealed or rescinded and are currently in full force and effect.

CERTIFIED TO BE TRUE this 4th day of June, 2020.

RESOLUTIONS ADOPTED BY UNANIMOUS WRITTEN CO SENT
IN LIEU OF A MEET! G OF THE BOARD OF MANAGERS OF

AM WIND REPOWER LLC
(the "Company")
Renewable Power Purchase and Sale Agreements
WHEREAS the Company has an option to lease certain property located in Riverside County (the ·'Site"), which property contains an existing wind generation facility; AND WHEREAS, the Company is presently developing an approximately 27 MW facility (the "Alta Mesa Repowered Facility") to be located on the Site, which will utilize certain existing infrastructure and agreements of the preexisting facility; AND WHEREAS the Company, as seller, proposes to enter into three 25-year renewable power purchase and sale agreements (each a "PPA" and collectively, the "PPAs") with each of the following buyers: ( 1) City of Corona ("Corona"), (2) Industry Public Utilities ("IPUC") and (3) City of Victorville ("Victorville" and collectively with Corona and IPUC the ·'Buyers"), providing for the purchase by the Buyers of the Product (as such term is defined and more fully described in each PPA) produced by the Alta Mesa Repowered Facility from the Company, pursuant to the terms and conditions of each PPA, drafts of which have been submitted to the managers of the Company;
Now THEREFORE BE IT RESOLVED THAT:

I. The entering into by the Company of the PPA with each Buyer, and the performance by the Company of its obligations thereunder, is hereby authorized and approved.

2. Any two officers of the Company are hereby authorized, empowered and directed, in the name and on behalf of the Company, to execute and deliver the PP As, in such form and with such changes as such authorized officers executing the same may approve, such approval to be conclusively evidenced by the execution and delivery of the PPAs.

3. Any two officers of the Company are hereby authorized, empowered and directed, in the name and on behalf of the Company, to execute, certify, deliver, file and record such other documents, certificates, contracts, agreements, directions, notices and instruments in writing, and to take all such other actions as such authorized officers may deem necessary or advisable to carry out the intent and purposes of the foregoing resolutions, such determination to be conclusively evidenced by the taking or causing to be taken of such action or the execution and delivery of any such document, certificate, contract, agreement, direction, notice or instrument in writing by such authorized officers.

4. All actions previously taken by any director or officer of the Company, or any agent, advisor or designee of the Company (and any person acting on behalf of or under the direction of such director or officer) in connection with the matters referred to in the foregoing resolutions, are hereby adopted, ratified, confirmed and approved in all respects. ********************

RENEWABLEPOWERPURCHAS EANDSALEAGREEMENT

COVER SH EET
Seller: AM Wind Repower LLC, a Delaware limited liability company, ("Seller") whose principal place of business is located at 200 Liberty Street, 14th Floor, New York, NY 10281.

Buyer: City of Victorville, a municipal corporation and Charter City organized and existing under the laws of the State of California (referred to interchangeably as "Buyer" or "Victorville").

Description of Facility: The Alta Mesa wind project, located in Riverside County, California. (a) Name: ALTA MESA RP27 WIND ENERGY CENTER.
(b) Site location and Address: 11001 Whitewater Canyon, North Palm Springs, CA 92258, as further described in Exhibit A.
( c) Description: As set forth in Exhibit A.
( d) Delivery Point: Seawind I l 5kV Substation.
(e) ERR Type: Wind.
(t) Contract Capacity: Buyer's Share of the Total Facility Capacity (rounded to the nearest thousandth of a MW).

Milestones: The following Milestones are provided as an estimate of the anticipated timing of Seller's performance only, and Seller is not obligated to perform in accordance with the below Milestones, except as otherwise specifically set forth in this Agreement.

Milestone Date for Completion
Documentation of Conditional Use Permit September 1, 2020 Financial Close September 15, 2020
All Necessary Permits Obtained January 1, 2021
Expected Construction Start Date January 1, 2021
Expected Commercial Operation Date January 1, 2022
Obtain Full Capacity Deliverability Status 60 da_ys after Commercial Operation Date Delivery Term Start Date: The Commercial Operation Date.

Delivery Term: Twenty-five (25) Contract Years.
43579360.9
Delivery Term Expected Energy:

Contract Year Expected Energy (MWh)
101,500 per Contract Year
times Buyer's Share, subject
to adjustment pursuant to
1-25 Section 2.3(d) or increase
due to Expansion Project
Output pursuant to Section

3.14 and Section 3.15.

Contract Price:

Contract Year Contract Price ($/MWh)
$40.00 (flat) with no
escalation, subject to
1-25 reduction pursuant to
Section 3.3(f) and Section

3.3(g).

Total Facility Capacity:

Contract Year Capacity (MW)
27 MW, subject to
adjustment pursuant to
1-25 Section 2.3(d) or increase
due to Expansion Project
Output pursuant to Section

3.14 and Section 3.15.

Buyer's Share: Forty and seventy-four hundredths percent (40.74%), subject to modification pursuant to Section 3 .14 or Section 3 .15.

Product: Buyer's Share of CEC RPS-Eligible Bucket One Energy (as defined by Section 399.16(b)(l) of the California Public Utilities Code and as evidenced by the transfer of WREGIS Certificates to Buyer) produced by the Facility throughout the Delivery Term, net of Station Use, including all Energy, Green Attributes and Capacity Attributes generated by, associated with, or attributable to the Facility throughout the Delivery Term.

Scheduling Coordinator: Seller/Seller Third-Party
Guaranteed Construction Start Date: July 1, 2021, as may be extended from time to time pursuant to Section 2.3(c)(iv).
2 43579360.9
Expected Commercial Operation Date: January 1, 2022
Guaranteed Commercial Operation Date: June 29, 2022, as may be extended from time to time pursuant to Section 2.3( c )(iv).

Security and Damage Payment:

Development Security: $50/k:W of Total Facility Capacity times Buyer's Share Performance Security: $100/k:W of Total Facility Capacity times Buyer's Share Damage Payment: $50/k:W of Total Facility Capacity times Buyer's Share Notice Addresses:

Seller:

General Counsel
200 Liberty Street, 14th Floor
New York, NY 10281
With a copy to:

Regional VP West Markets
200 Liberty Street, 14th Floor
New York, NY 10281
Scheduling:

[email protected]
Buyer:

City of Victorville
Attn: Keith Metzler, City Manager
14343 Civic Drive
Victorville, CA 92392
Email: [email protected]
With a copy to:

Green de Bortnowsky, LLP
Attn: Andre de Bortnowsky, City Attorney
30077 Agoura Court, Suite 210
Agoura Hills, CA 91301
Email: [email protected]
43579360.9
ARTICLE 1

1.1 1.2
ARTICLE 2

2.1 2.2

2.3 ARTICLE 3

3.1 3.2

3.3 3.4

3.5 3.6

3.7 3.8

3.9 3.10

3.11 3.12

3.13 3.14

3.15 ARTICLE4

4.1 4.2

4.3 4.4

4.5 4.6

4.7 4.8
ARTICLE 5

5.1 5.2
43579360.9

TABLE OF CONTENTS
Page
DEFINITIONS ................................................................................................. 1 Contract Definitions ............................................................................................. 1 Rules of Interpretation ...................................................................................... 15 TERM; CONDITIONS PRECEDENT .......................................................... 16 Contract Term .................................................................................................... 16 Conditions Precedent ......................................................................................... 16 Facility Construction and Commercial Operation ......................................... 18 PURCHASE AND SALE .............................................................................. 22 Sale of Product . .................................................................................................. 22 Sale of Green Attributes .................................................................................... 23 Compensation ..................................................................................................... 23 Imbalance Energy . ............................................................................................. 24 Ownership of Renewable Energy Incentives ................................................... 24 Future Environmental Attributes . ................................................................... 25 Test Energy ......................................................................................................... 25 Capacity Attributes ............................................................................................ 25 Resource Adequacy Failure . ............................................................................. 26 CEC Certification . ............................................................................................. 26 Eligibility ............................................................................................................. 26 California Renewables Portfolio Standard ...................................................... 26 Compliance Expenditure Cap ........................................................................... 27 Buyer's Right of First Refusal for Development of Expansion Project. ....... 28 Modification of Buyer's Share .......................................................................... 29 OBLIGATIONS AND DELIVERIES ........................................................... 30 Delivery .. ............................................................................................................. 30 Title and Risk of Loss ........................................................................................ 30 Scheduling Coordinator Responsibilities ......................................................... 30 Forecasting .......................................................................................................... 31 Dispatch Down/Curtailment. ............................................................................ 32 Reduction in Delivery Obligation ..................................................................... 32 Guaranteed Energy Production ........................................................................ 33 WREGIS .. ........................................................................................................... 33 TAXES ........................................................................................................... 35 Allocation of Taxes and Charges ...................................................................... 35 Cooperation . ....................................................................................................... 35 ARTICLE 6

6.1 6.2
ARTICLE 7

7.1 7.2
ARTICLE 8

8.1 8.2

8.3 8.4

8.5 8.6

8.7 8.8

8.9 8.10

8.11 ARTICLE 9

9.1 9.2
ARTICLE 10
IO.I

10.2 10.3

10.4 ARTICLE 11

11. l

11.2 11.3

11.4 11.5

11.6 11.7

11.8 43579360.9
MAINTENANCE OF THE FACILITY ........................................................ 35 Maintenance of the Facility ............................................................................... 35 Maintenance of Health and Safety . .................................................................. 35 METERING ................................................................................................... 35 Metering .............................................................................................................. 35 Meter Verification .............................................................................................. 36 INVOICING AND PAYMENT; CREDIT .................................................... 36 Invoicing .............................................................................................................. 36 Payment. ............................................................................................................. 38 Books and Records ............................................................................................. 38 Payment Adjustments; Billing Errors . ............................................................ 38 Billing Disputes ................................................................................................... 38 Netting of Payments ........................................................................................... 39 Seller's Development Security . ......................................................................... 39 Seller's Performance Security . ......................................................................... 39 Financial Statements .......................................................................................... 40 First Priority Security Interest in Cash or Cash Equivalent Collateral ....... 40 No Additional Credit Support. ......................................................................... 41 NOTICES ....................................................................................................... 41 Addresses for the Delivery of Notices ............................................................... 41 Acceptable Means of Delivering Notice ........................................................... 41 FORCE MAJEURE ....................................................................................... 42 Definition ............................................................................................................ 42 No Liability If a Force Majeure Event Occurs ............................................... 42 Notice ................................................................................................................... 43 Termination Following Force Majeure Event ................................................. 43 DEF AUL TS; REMEDIES; TERMINATION ............................................... 43 Events of Default ................................................................................................ 43 Remedies; Declaration of Early Termination Date . ....................................... 45 Termination Payment ........................................................................................ 46 Notice of Payment of Termination Payment ................................................... 46 Disputes With Respect to Termination Payment ............................................ 47 Rights And Remedies Are Cumulative ............................................................ 4 7 Mitigation ............................................................................................................ 47 Limitations on Seller's and Seller's Affiliates' Ability to Make or Agree to Third Party Sales from the Facility after Specified Termination ........................................................................................................ 47 11 ARTICLE 12 LIMITATION OF LIABILITY AND EXCLUSION OF

12.1 12.2
ARTICLE 13

13.1 13.2

13.3 ARTICLE 14

14.1 14.2

14.3 ARTICLE 15

15.1 15.2
ARTICLE 16

16.1 16.2
ARTICLE 17

17. l
ARTICLE 18

18.1 18.2
WARRANTIES ............................................................................................. 48 No Consequential Damages ............................................................................... 48 Waiver and Exclusion of Other Damages ........................................................ 48 REPRESENTATIONS AND WARRANTIES; AUTHORITY .................... 49 Seller's Representations and Warranties . ....................................................... 49 Buyer's Representations and Warranties ........................................................ 50 General Covenants ............................................................................................. 51 ASSIGNMENT .............................................................................................. 51 General Prohibition on Assignments ............................................................... 51 Permitted Assignment; Change of Control ..................................................... 52 Collateral Assignment ....................................................................................... 52 DISPUTE RESOLUTION ............................................................................. 54 Governing Law ................................................................................................... 54 Dispute Resolution . ............................................................................................ 54 INDEMNIFICATION .................................................................................... 54 Indemnification . ................................................................................................. 54 Claims .................................................................................................................. 55 INSURANCE ................................................................................................. 55 Insurance ............................................................................................................ 55 CONFIDENTIAL INFORMATION ............................................................. 57 Duty to Maintain Confidentiality ..................................................................... 57 Press Releases ..................................................................................................... 59 MISCELLANEOUS ...................................................................................... 59 Entire Agreement; Integration; Exhibits ......................................................... 59 Amendments ....................................................................................................... 59 No Waiver ........................................................................................................... 59 No Agency, Partnership, Joint Venture or Lease ........................................... 59 Severability ......................................................................................................... 59 Mobile-Sierra ...................................................................................................... 60 Counterparts ...................................................................................................... 60 ARTICLE 19

19. l

19.2 19.3

19.4 19.5

19.6 19.7

19.8 19.9

19.10 19.11
Facsimile or Electronic Delivery ....................................................................... 60 Binding Effect ..................................................................................................... 60 Change in Electric Market Design ................................................................... 60 Forward Contract .............................................................................................. 60 111
43579360.9
Exhibits:

Exhibit A
Exhibit B
Exhibit C
Exhibit D
Exhibit E
Exhibit F
Exhibit G
Exhibit H
Exhibit I
Exhibit J
Exhibit K
Exhibit L
Exhibit M
Exhibit N
Exhibit 0
Exhibit P
43579360.9
Facility Description
Adjusted Energy (MWh) and Power (MW) Capacity
Contract Price
Delivery and Scheduling Coordinator Responsibilities
Progress Reporting Form
Average Expected Energy
Guaranteed Energy Production Damages Calculation
Form of Commercial Operation Date Certificate
Form of Installed Capacity Certificate
Form of Construction Start Date Certificate
Form of Letter of Credit
Form of Guaranty
Reserved
Notices
Buyer's Right of First Offer for Development of Expansion Plant Notice of Victorville's Rights
IV

RENEWABLEPOWERPURCHASE ANDSALE AGREEMENT
This Renewable Power Purchase and Sale Agreement ("Agreement") is entered into as of ___ , 2020 (the "Effective Date"), between Buyer and Seller. Buyer and Seller are sometimes referred to herein individually as a "Party" and jointly as the "Parties."

RECITALS
WHEREAS, Seller has an ownership interest in the Facility, which will qualify as an Eligible Renewable Energy Resource ("ERR"); and
WHEREAS, Seller has the exclusive right to sell to Victorville all Product as described in Section 3.1 throughout the Delivery Term, and agrees to sell such Product to Victorville pursuant to the terms and conditions set forth in this Agreement; and WHEREAS, Victorville is a load serving entity ("LSE") acquiring power for re-sale to its customers and is willing to purchase the Product from Seller pursuant to the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual promises contained herein, and for such other good and valuable consideration, the receipt of which is hereby acknowledged, the Parties agree as follows:

Preamble and Recitals

Page 1 ends

43579360.9
June 24
ARTICLE 1

DEFINITIONS
I. I Contract Definitions. The following terms, when used herein with initial capitalization, shall have the meanings set forth below:
"AC" means alternating current.
"Accepted Compliance Costs" has the meaning set forth in Section 3.13. "Adjusted GCOD" has the meaning set forth in Section 2.3(c)(ii)(B). "Adjusted Energy Production" has the meaning set forth in Exhibit G. "Affiliate" means, with respect to any Person, each Person that directly or indirectly controls, is controlled by, or is under common control with such designated Person. For putposes of this definition, "control" (including, with correlative meanings, the terms "controlled by" and "under common control with"), as used with respect to any Person, shall mean (a) the direct or indirect right to cast at least fifty percent (50%) of the votes exercisable at an annual general meeting (or its equivalent) of such Person or, if there are no such rights, ownership of at least fifty percent ( 50%) of the equity or other ownership interest in such Person, or (b) the right to direct the policies or operations of such Person.
"Agreement" has the meaning set forth in the Preamble and includes any Exhibits, schedules and any written supplements hereto, the Cover Sheet, and any designated collateral, credit support or similar arrangement between the Parties. "Article XI" has the meaning set forth in Section I 3.2(b ). "Availability Incentive Payments" has the meaning set forth in the CAISO Tariff. "Approved Meter" means a CAISO approved revenue quality meter or meters, or if a CAISO approved meter is not available consistent with PTO requirements, then a PTO approved meter, together with a CAISO or PTO, as the case may be, approved data processing gateway or remote intelligence gateway, telemetering equipment and data acquisition services sufficient for monitoring, recording and reporting, in real time, all Energy produced by the Facility net of Electrical Losses and Station Use.
"Available Capacity" means the capacity from the Facility, expressed in whole MWs, that is available to generate Energy.
"Bankrupt" means with respect to any entity, such entity that (a) files a petition or otherwise commences, authorizes or acquiesces in the commencement of a proceeding or cause of action under any bankruptcy, insolvency, reorganization or similar Law, (b) has any such petition filed or commenced against it which remains unstayed or undismissed for a period of ninety (90) days, ( c) makes an assignment or any general arrangement for the benefit of creditors, ( d) otherwise becomes bankrupt or insolvent (however evidenced), (e) has a liquidator, administrator, 43579360.9
receiver, trustee, conservator or similar official appointed with respect to it or any substantial portion of its property or assets, or (f) is generally unable to pay its debts as they fall due. "Bid" has the meaning set forth in the CAISO Tariff.
"Business Day" means any day except a Saturday, Sunday, or a Federal Reserve Bank holiday in California. A Business Day begins at 8:00 a.m. and ends at 5:00 p.m. local time for the Party sending a Notice, or payment, or performing a specified action. "Buyer" has the meaning set forth on the Cover Sheet.
"Buyer Failure" means a failure by Buyer to take the Product made available at the Delivery Point during any period and such failure to take is not excused by a Seller Event of Default or a Force Majeure Event.
"Buyer's Share" means forty and seventy-four hundredths percent (40.74%), subject to modification pursuant to Section 3 .14 or 3 .15.
"Buyer's WREGIS Account" has the meaning set forth in Section 4.8(a). "Calculation Period" means each calendar month during the Delivery Term. "CAISO" means the California Independent System Operator Corporation or any successor entity performing similar functions.
"CAISO Grid" has the same meaning as "CAISO Controlled Grid" as defined in the CAISO Tariff.
"CAISO Operating Order" means the "operating order" defined in Section 37.2.1.1 of the CAISO Tariff.
"CAISO Tariff' means the California Independent System Operator Corporation Agreement and Tariff, Business Practice Manuals (BPMs), and Operating Procedures, including the rules, protocols, procedures and standards attached thereto, as the same may be amended or modified from time-to-time and approved by FERC.
"California Renewables Portfolio Standard" or "RPS" means the renewable energy program and policies established by California State Senate Bills 1038 (2002), 1078 (2002), 107 (2008), X-1 2 (2011), 350 (2015), 1393 (2016), and 100 (2018) codified in, inter alia, California Public Utilities Code Sections 399.11 through 399.31 and California Public Resources Code Sections 25740 through 25751, as such provisions are amended or supplemented from time to time, and as implemented in a manner consistent with the Enforcement Procedures for the Renewables Portfolio Standard for Local Publicly Owned Electric Utilities (CEC-300-2016-002- CMF), as adopted by the California Energy Commission, effective April 12, 2016, and any related regulations or guidebooks promulgated by the CEC.
"Capacity Attribute" means any current or future defined characteristic, certificate, tag, credit, or accounting construct associated with the amount of power that the Facility can generate 43579360.9
and deliver to the CAISO Grid at a particular moment and that can be purchased and sold under CAISO market rules, including Resource Adequacy Benefits but excluding Green Attributes and Renewable Energy Incentives and other tax credits or benefits. "CEC" means the California Energy Commission or its successor agency. "CEC Certification" means that the CEC has certified that the Facility is an Eligible Renewable Energy Resource for purposes of the California Renewables Portfolio Standard and that all Energy generated by the Facility qualifies as generation from an Eligible Renewable Energy Resource.
"CEC Verification" means that the CEC has verified based on ongoing reporting by Seller that the Facility is an Eligible Renewable Energy Resource for purposes of the California Renewables Portfolio Standard and that all Energy generated by the Facility qualifies as generation from an Eligible Renewable Energy Resource.
"Change of Control" in the case of Seller, means a direct transfer of more than fifty percent ( 50%) of the outstanding equity interests in Seller; provided that for all purposes of the foregoing:
(a) in calculating ownership percentages, ownership interests in Seller owned directly or indirectly by any Lender (including any tax equity provider) shall be excluded from the total outstanding equity interests in Seller, and no pledge, conveyance, sale or issuance of equity interests by Seller to any Affiliate or Lender ( and any subsequent transfer of such equity interests), is a Change of Control.
"Collateral Assignment Agreement" has the meaning set forth in Section 14.3. "Commercial Operation" means the condition existing when (i) Seller has fulfilled all of the conditions precedent in Section 2.2(b) of the Agreement and (ii) Seller has confirmed to Buyer in writing that Commercial Operation has been achieved. "Commercial Operation Date" means the later of ( a) the Expected Commercial Operation Date or (b) the date on which Commercial Operation is achieved. "Commercial Operation Delay Damages" has the meaning set forth m Section

2.3( c )(ii)(B).
"Compliance Actions" has the meaning set forth in Section 3.13. "Compliance Costs" has the meaning set forth in Section 3.13. "Compliance Expenditure Cap" has the meaning set forth in Section 3 .13. "Conditional Use Permit" means a permit approving the conditional use for the development, construction and operation of the Facility required and by any Governmental Authority.
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"Confidential Information" has the meaning set forth in Section 18.1 (a). "Construction Start" has the meaning set forth in Section 2.3( c )(i)(A). "Construction Start Date" has the meaning set forth in Section 2.3(c)(i)(A). "Construction Start Delay Damages" has the meaning set forth in Section 2.3(c)(i)(B). "Construction Start Delay Days" has the meaning set forth in Section 2.3( c )(i)(B). "Contract Capacity" has the meaning set forth in the Cover Sheet. "Contract Price" has the meaning set forth on the Cover Sheet. "Contract Term" has the meaning set forth in Section 2.1. "Contract Year" means a period of twelve (12) consecutive months. The first Contract Year shall commence on the Delivery Term Start Date and each subsequent Contract Year shall commence on the anniversary.of the Delivery Term Start Date. "Costs" means, with respect to the Non-Defaulting Party, brokerage fees, commissions and other similar third-party transaction costs and expenses reasonably incurred by such Party either in terminating any arrangement pursuant to which it has hedged its obligations or entering into new arrangements which replace the Agreement; and all reasonable attorneys' fees and expenses incurred by the Non-Defaulting Party in connection with terminating the Agreement. "Cover Sheet" means the cover sheet to this Agreement, which is incorporated into this Agreement.
"Credit Rating" means, with respect to any entity, the rating then assigned to such entity's unsecured, senior long-term debt obligations (not supported by third party credit enhancements) or if such entity does not have a rating for its senior unsecured long-term debt, then the rating then assigned to such entity as an issuer rating by S&P or Moody's. If ratings by S&P and Moody's are not equivalent, the lower rating shall apply.
"Curtailment Order" means any of the following:
(a) the CAISO orders, directs, alerts, or provides notice to a Party, including a CAISO Operating Order, to curtail deliveries of Energy from the Facility for the following reasons: (i) any System Emergency, or (ii) any warning of an anticipated System Emergency, or warning of an imminent condition or situation, which jeopardizes CAISO's electric system integrity or the integrity of other systems to which CAISO is connected; (b) a curtailment ordered by the Participating Transmission Owner or distribution operator (if interconnected to distribution or sub-transmission system) for reasons including, but not limited to, (i) any situation that affects normal function of the electric system including, but not limited to, any abnormal condition that requires action to prevent circumstances such as equipment damage, loss of load, or abnormal voltage conditions, or (ii) any warning, forecast or 43579360.9
anticipation of conditions or situations that jeopardize the Participating Transmission Owner's electric system integrity or the integrity of other systems to which the Participating Transmission Owner is connected;
( c) a curtailment ordered by CAI SO or the Participating Transmission Owner due to scheduled or unscheduled maintenance on the Participating Transmission Owner's transmission facilities that prevents (i) Buyer from receiving or (ii) Seller from delivering Energy to the Delivery Point; or
( d) a curtailment in accordance with Seller's obligations under its Interconnection Agreement with the Participating Transmission Owner or distribution operator. "Curtailment Period" means the period of time, as measured using current Settlement Intervals, during which Seller reduces generation from the Facility pursuant to a Curtailment Order.
"Daily Delay Damages" shall be an amount equal to one hundred dollars times the Total Facility Capacity times the Buyer's Share divided by three hundred and sixty five, as set forth in the following formula:
($100 x Total Facility Capacity (kW) x Buyer's Share) Daily Delay Damages = 365 "Damage Payment" means the dollar amount set forth on the Cover Sheet. "Day-Ahead LMP" has the meaning set forth in the CAISO Tariff. "Day-Ahead Forecast" has the meaning set forth in Section 4.4(e). "Day-Ahead Market" has the meaning set forth in the CAISO Tariff. "Deemed Delivered Energy" means the amount of Energy expressed in MWh that the Facility would have produced and delivered to the Delivery Point, but that is not produced by the Facility and delivered to the Delivery Point as a result of a Buyer Failure, which amount shall be reasonably calculated and provided by Seller to reflect the potential generation of the Facility as a function of Available Capacity, and wind speed and using relevant Facility availability, weather, historical and other pertinent data for the period of time during the Buyer Failure, in either case less the amount of Metered Energy delivered to the Delivery Point during the Buyer Failure; provided that, if the applicable difference is negative, the Deemed Delivered Energy shall be zero (0).
"Defaulting Party" has the meaning set forth in Section I I. I (a). "Deficient Month" has the meaning set forth in Section 4.8(e). "Delivered Energy" means Buyer's Share of Energy produced from the Facility and delivered to the Delivery Point as measured in MWh at the Approved Meter, net of all Electrical Losses ( other than Electrical Losses that are reflected in the meter readings) and Station Use. 43579360.9
"Delivered Energy Holdback" has the meaning set forth in Section 4.8(e). "Delivery Point" has the meaning set forth in Exhibit A. "Delivery Term" shall mean the period of twenty-five (25) Contract Years beginning on the Delivery Term Start Date, unless terminated earlier in accordance with the terms and conditions of this Agreement.
"Delivery Term Start Date" is the date set forth on the Cover Sheet. "Development Cure Period" has the meaning set forth in 2.3( c )(iv). "Development Security" means (i) cash, (ii) a Letter of Credit in the amount set forth on the Cover Sheet, or (iii) a Guaranty.
"Early Termination Date" has the meaning set forth in Section I I .2(a). "Economic Bid" has the meaning set forth in the CAISO Tariff. "Effective Date" has the meaning set forth on the Preamble. "Electrical Losses" means all transmission or transformation losses between the Facility and the Delivery Point, other than losses that are financially settled by Seller. "Eligible Intermittent Resource Protocol" or "EIRP" has the meaning set forth in the CAISO Tariff or a successor CAISO program for intermittent resources. "Eligible Renewable Energy Resource" has the meaning set forth in California Public Utilities Code Section 399.12( e) and California Public Resources Code Section 25741 (a), as either code provision is amended or supplemented from time to time. "Energy" means electrical energy, measured in MWh.
"Event of Default" has the meaning set forth in Section 11.1. "Excess Energy" has the meaning set forth in Section 3.3(a). "Excess Energy Cap" means one hundred and twelve and one-half percent (112.5%) of the Expected Energy, as may be adjusted pursuant to Section 2.3(d). "Expansion Proiect" has the meaning of any expansion of the total Facility from its 27 MW capacity, or any other electricity generating facility owned or controlled by Seller or its Affiliates, located at the Site. Each such expansion of the Facility or additional facility shall be deemed to be an Expansion Project.
"Expansion Proiect Output" has the meaning of all capacity, output, associated Environmental Attributes, ancillary services, contributions towards resource adequacy or reserve requirements (if any) and any other reliability or power attributes produced by Seller at any Expansion Project.
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"Expected Energy" means the quantity of Energy (with associated Product) that Seller expects to be able to deliver to Buyer at the Delivery Point during each Contract Year in the quantity specified on the Cover Sheet, subject to adjustment pursuant to Section 2.3(d). "Expected Commercial Operation Date" has the meaning set forth in the Cover Sheet. "Facility" means the energy generating facility described on the Cover Sheet and in Exhibit A.
"Facility Capacity" means the Facility's total rated electric energy generating capacity determined by the total of the manufacturer's nameplate ratings of all installed wind turbines, consistent with Prudent Operating Practices and accepted industry standards, as indicated on the nameplates physically attached to the individual wind turbine generators. "Facility Energy Green Attribute Price" is equal to thirteen dollars ($13.00) per MWh; provided, however, this amount is for billing and settlement purposes only and does not reflect the actual market price of Green Attributes.
"FCDS Finding Deadline" has the meaning set forth in Section 3.9. "FERC" means the Federal Energy Regulatory Commission or any successor government agency.
"Force Maieure Event" has the meaning set forth in Section I 0.1. "Forced Facility Outage" means an unexpected failure of one or more components of the Facility or any outage on the Transmission System that prevents Seller from making power available at the Delivery Point and that is not the result of a Force Majeure Event. "Full Capacity Deliverability Status" has the meaning set forth in the CAISO Tariff. "Future Environmental Attributes" shall mean any and all generation attributes ( other than Green Attributes or Renewable Energy Incentives) under the RPS regulations and/or under any and all other international, federal, regional, state or other law, rule, regulation, bylaw, treaty or other intergovernmental compact, decision, administrative decision, program (including any voluntary compliance or membership program), competitive market or business method (including all credits, certificates, benefits, and emission measurements, reductions, offsets and allowances related thereto) that are attributable, now, or in the future, to the generation of electrical energy by a wind generation facility as opposed to from a conventional generation resource. "Gains" means, with respect to any Party, an amount equal to the present value of the economic benefit to it, if any ( exclusive of Costs), resulting from the termination of this Agreement for the remaining Contract Term, determined in a commercially reasonable manner. Factors used in determining the economic benefit to a Party may include, without limitation, reference to information supplied by one or more third parties, which shall exclude Affiliates of the Non Defaulting Party, including without limitation, quotations (either firm or indicative) of relevant rates, prices, yields, yield curves, volatilities, spreads or other relevant market data in the relevant markets, comparable transactions, forward price curves based on economic analysis of the relevant 7 43579360.9
markets, settlement prices for comparable transactions at liquid trading hubs ( e.g., NP-15), all of which should be calculated for the remaining Contract Term, and includes the value of Green Attributes and Capacity Attributes.
"Governmental Authority" means any federal, state, provincial, local or municipal government, any political subdivision thereof or any other governmental, congressional or parliamentary, regulatory, or judicial instrumentality, authority, body, agency, department, bureau, or entity with authority to bind a Party at law, including CAISO and WREGIS; provided, however, that "Governmental Authority" shall not in any event include any Party, or Affiliate or other division or department within the same municipal government, of any Party. "Green Attributes" means any and all credits, benefits, emissions reductions, offsets, and allowances, howsoever entitled, attributable to the generation from the Facility, and its displacement of conventional energy generation excluding Renewable Energy Incentives but including without limitation: (I) any avoided emissions of pollutants to the air, soil or water such as sulfur oxides (Sox), nitrogen oxides (NOx), carbon monoxide (CO) and other pollutants; (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 Tags are accumulated on a MWh basis and one Green Tag represents the Green Attributes associated with one (1) MWh of Energy generated by the Facility. Green Attributes do not include (i) any energy, capacity, reliability or other power attributes from the Facility, (ii) production tax credits associated with the construction or operation of the Facility and other financial incentives in the form of credits, reductions, or allowances associated with the Facility that are applicable to a state or federal income taxation obligation, (iii) fuel-related subsidies or "tipping fees" that may be paid to Seller to accept certain fuels, or local subsidies received by the generator for the destruction of particular preexisting pollutants or the promotion of local environmental benefits, or (iv) emission reduction credits encumbered or used by the Facility for compliance with local, state, or federal operating and/or air quality permits. If the Facility is a biomass or landfill gas 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 Facility. "Green Tag Reporting Rights" means the right of a purchaser of renewable energy to report ownership of accumulated "green tags" in compliance with and to the extent permitted by applicable Law and include, without limitation, rights under Section 1605(b) of the Energy Policy Act of 1992, and any present or future federal, state or local certification program or emissions trading program, including pursuant to the WREGIS Operating Rules. "Guaranteed Amount" has the meaning set forth in Exhibit L. "Guaranteed Commercial Operation Date" has the meaning set forth in the Cover Sheet. "Guaranteed Construction Start Date" has the meaning set forth in the Cover Sheet. 8 43579360.9
"Guaranteed Energy Production" has the meaning set forth in Section 4.7. "Guaranteed Energy Production Damages" has the meaning set forth in Exhibit G. "Guarantor" means any Person that (a) is an Affiliate of the posting Party, or other third party reasonably acceptable to the non-posting Party, and that (b) has (i) a tangible net worth of not less than one hundred fifty million dollars ($150,000,000) or (ii) a Credit Rating of BBB- or better from S&P or a Credit Rating ofBaa3 or better from Moody's. "Guaranty" means a guaranty from a Guarantor provided for the benefit of Buyer substantially in the form attached as Exhibit L, or as reasonably acceptable to Buyer. "Imbalance Energy" means the amount of Energy, in any given Settlement Period or Settlement Interval, by which the amount of Delivered Energy deviates from the amount of Scheduled Energy.
"Indemnified Party" has the meaning set forth in Section 16.1 (a). "Indemnifying Party" has the meaning set forth in Section 16.1 ( a). "Initial Guaranteed Capacity" means the Total Facility Capacity. "Installed Capacity" has the meaning set forth in Exhibit I. "Interconnection Agreement" means the interconnection agreement entered into by Seller pursuant to which the Facility is interconnected with the Transmission System, and pursuant to which Seller's Interconnection Facilities and any other Interconnection Facilities will be operated and maintained during the Contract Term.
"Interconnection Facilities" means the interconnection facilities, control and protective devices and metering facilities required to connect the Facility with the Transmission System in order to meet the terms and conditions of this Agreement. "Interest Rate" has the meaning set forth in Section 8.2. "Law" means any applicable law, statute, rule, regulation, decision, writ, order, decree or judgment, permit or any intetpretation thereof, promulgated or issued by a Governmental Authority.
"Lender" means, collectively, any Person (i) providing semor or subordinated construction, interim, back leverage or long-term debt, equity or tax equity financing or refinancing for or in connection with the development, construction, purchase, installation or operation of the Facility, whether that financing or refinancing takes the form of private debt, equity, public debt or any other form (including financing or refinancing provided to a member or other direct or indirect owner of Seller), including any equity or tax equity investor directly or indirectly providing financing or refinancing for the Facility or purchasing equity ownership interests of Seller and/or its Affiliates, and any trustee or agent acting on their behalf, (ii) providing Interest Rate or commodity protection under an agreement hedging or otherwise mitigating the 43579360.9
cost of any of the foregoing obligations, and/or (iii) participating in a lease financing (including a sale leaseback or leveraged leasing structure) with respect to the Facility. "Letter(s) of Credit" means one or more irrevocable, standby letters of credit (a) issued by a U.S. commercial bank or a foreign bank with a U.S. branch with such bank having a Credit Rating of at least A- with an outlook designation of "stable" from S&P or A3 with an outlook designation of "stable" from Moody's, and (b) in a form substantially similar to the letter of credit set forth in Exhibit Kor as otherwise reasonably acceptable to the Party that is the beneficiary of the Letter of Credit.
"Locational Marginal Price" or "LMP" has the meaning set forth in CAISO Tariff. "Losses" means, with respect to any Party, an amount equal to the present value of the economic loss to it, if any ( exclusive of Costs), resulting from termination of this Agreement for the remaining Contract Term, determined in a commercially reasonable manner. Factors used in determining economic loss to a Party may include, without limitation, reference to information supplied by one or more third parties, which shall exclude Affiliates of the Non-Defaulting Party, including without limitation, quotations ( either firm or indicative) of relevant rates, prices, yields, yield curves, volatilities, spreads or other relevant market data in the relevant markets, comparable transactions, forward price curves based on economic analysis of the relevant markets, settlement prices for comparable transactions at liquid trading hubs ( e.g., NYMEX), all of which should be calculated for the remaining Contract Term and must include the value of Green Attributes, Capacity Attributes, and Renewable Energy Incentives.
"Lost Output" has the meaning set forth in Exhibit G.
"Metered Energy" means the Energy generated by the Facility expressed in MWh, as recorded by the CAISO Approved Meter(s) and net of all Electrical Losses and Station Use. "Monthly Cash Settlement Amount" has the meaning set forth in Section 8.1 (b ). "Moody's" means Moody's Investors Service, Inc., or its successor. "MW" means megawatts measured in alternating current.
"MWh" means megawatt-hour measured in alternating current. "Negative LMP" means, in any Settlement Interval, the LMP at the Facility's PNode is less than zero dollars ($0).
"Net Qualifying Capacity" has the meaning set forth in the CAISO Tariff. "Non-Defaulting Party" has the meaning set forth in Section 11.2. "Notice" shall, unless otherwise specified in the Agreement, mean written communications by a Party to be delivered by hand delivery, United States mail, overnight courier service, facsimile or electronic email (e-mail).
10 43579360.9
"Other Buyers" means the Buyers under and as defined in the Other Power Purchase Agreements.
"Other Power Purchase Agreements" means the Renewable Power Purchase and Sale Agreements entered into as Agreement between Seller and City of Corona and City of Industry Public Utilities Commission.
"Participating Transmission Owner" or "PTO" means an entity that owns, operates and maintains transmission or distribution lines and associated facilities and/or has entitlements to use certain transmission or distribution lines and associated facilities where the Facility is interconnected. For purposes of this Agreement, the Participating Transmission Owner is set forth in Exhibit A.
"Party" has the meaning set forth in the Preamble.
"Parties" has the meaning set forth in the Preamble.
"Payment Invoices" are invoices issued by Seller during the Delivery Term detailing amounts owed by Buyer to Seller or by Seller to Buyer for energy deliveries, and other charges and adjustments as may be owed by the Parties, in accordance with Section 8.1. "Performance Measurement Period" has the meaning set forth in Section 4.7. "Performance Security" means (i) cash escrow or (ii) a Letter of Credit or (iii) a Guaranty in the amount set forth on the Cover Sheet.
"Permits" All material federal, state or local authorizations, certificates, certifications, pre certifications, permits, licenses and approvals required by any Governmental Authority for the construction, ownership, operation and maintenance of the Facility, other than the Conditional Use Permit.
"Permitted Transferee" means an entity that has, or is controlled by another Person that satisfies the following requirements:
(a) A tangible net worth of not less than one hundred fifty million dollars ($150,000,000) or a Credit Rating of at least BBB- from S&P, BBB- from Fitch, or Baa3 from Moody's; and
(b) At least two (2) years of experience in the ownership and operations of power generation facilities similar to the Facility, or has retained a third-party with such experience to operate the Facility.
"Person" means any individual, sole proprietorship, corporation, limited liability company, limited or general partnership, joint venture, association, joint-stock company, trust, incorporated organization, institution, public benefit corporation, unincorporated organization, government entity or other entity.
"PNode" has the meaning set forth in the CAISO Tariff.
11 43579360.9
"Portfolio Content Category l" means any Renewable Energy Credit associated with the generation of electricity from an Eligible Renewable Energy Resource consisting of the portfolio content set forth in California Public Utilities Code Section 399.16(b)(l), and in a manner consistent with Section 3203(a) of the Enforcement Procedures for the Renewables Portfolio Standard for Local Publicly Owned Electric Utilities (CEC-300-2016-002-CMF), as adopted by the California Energy Commission, effective April 12, 2016, and other applicable statutes, regulations, and regulatory orders, as may be amended from time to time or as further defined or supplemented by Law.
"Product" has the meaning set forth on the Cover Sheet. "Prudent Operating Practice" means the practices, methods and standards of professional care, skill and diligence engaged in or approved by a significant portion of the electric power industry for facilities of similar size, type, and design, that, in the exercise of reasonable judgment, in light of the facts known at the time, would have been expected to accomplish results consistent with Law, reliability, safety, environmental protection, applicable codes, and standards of economy and expedition. Prudent Operating Practices are not necessarily defined as the optimal standard practice method or act to the exclusion of others, but rather refer to a range of actions reasonable under the circumstances.
"Qualifying Capacity" has the meaning set forth in the CAISO Tariff. "Real-Time Market" has the meaning set forth in the CAISO Tariff. "Renewable Energy Credit" has the meaning set forth in California Public Utilities Code Section 399. I 2(h), as may be amended from time to time or as further defined or supplemented by Law.
"Renewable Energy Incentives" means: (a) all federal, state, or local Tax credits or other Tax benefits associated with the construction, ownership, or production of electricity from the Facility (including credits under Sections 38, 45, 46 and 48 of the Internal Revenue Code of 1986, as amended); (b) any federal, state, or local grants, subsidies or other like benefits relating in any way to the Facility, including a cash grant available under Section 1603 of Division B of the American Recovery and Reinvestment Act of 2009, in lieu of federal Tax credits or any similar or substitute payment available under subsequently enacted federal legislation; and ( c) any other form of incentive relating in any way to the Facility that are not a Green Attribute or a Future Environmental Attribute.
"Resource Adequacy Benefits" means the rights and privileges attached to the Facility that satisfy any entity's resource adequacy obligations, as those obligations are set forth in any Resource Adequacy Rulings and shall include any local, zonal or otherwise locational attributes associated with the Facility.
"Resource Adequacy Rulings" means any resource adequacy laws, rules or regulations enacted, adopted or promulgated by any applicable Governmental Authority, as such decisions, rulings, laws, rules or regulations may be amended or modified from time-to-time throughout the Contract Term.
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"Restricted Period" has the meaning as set forth in Section 11.8. "S&P" means the Standard & Poor's Financial Services, LLC (a subsidiary of The McGraw-Hill Companies, Inc.) or its successor.
"Schedule" means the actions of Seller, Buyer and/or their designated representatives, or Scheduling Coordinators, including each Party's Transmission Providers, if applicable, of notifying, requesting and confirming to each other and the CAI SO the quantity and type of Product to be delivered on any given day or days at a specified Delivery Point. "Scheduled Energy" means the Energy that clears under the applicable CAISO market based on the final Schedule developed in accordance with this Agreement, including Section 4.3, the operating procedures developed by the Parties pursuant to this Agreement, and the applicable CAISO Tariff, protocols and Scheduling practices.
"Scheduling Coordinator" or "SC" means an entity certified by the CAISO as qualifying as a Scheduling Coordinator pursuant to the CAISO Tariff for the purposes of undertaking the functions specified in "Responsibilities of a Scheduling Coordinator," of the CAISO Tariff, as amended from time to time.
"Security Interest" has the meaning set forth in Section 8.10. "Self-Schedule" has the meaning set forth in the CAISO Tariff. "Seller" has the meaning set forth on the Cover Sheet.
"Seller Economic Curtailment" has the meaning set out in Section 4.3(a). "Seller's WREGIS Account" has the meaning set forth in Section 4.8(a). "Settlement Amount" means the Non-Defaulting Party's Costs and Losses, on the one hand, netted against its Gains, on the other. If the Non-Defaulting Party's Costs and Losses exceed its Gains, then the Settlement Amount shall be an amount owing to the Non-Defaulting Party. If the Non-Defaulting Party's Gains exceed its Costs and Losses, then the Settlement Amount shall be zero dollars ($0). The Settlement Amount does not include consequential, incidental, punitive, exemplary or indirect or business interruption damages. "Settlement Interval" has the meaning set forth in the CAISO Tariff. "Settlement Period" has the meaning set forth in the CAISO Tariff, which as of the Effective Date is the period beginning at the start of the hour and ending at the end of the hour. "Site" means the real property on which the Facility is or will be located, as further described in Exhibit A.
"Site Control" means that, for the Contract Term, Seller ( or, prior to the Delivery Term, its Affiliate): (a) owns or has the option to purchase the Site; (b) is the lessee or has the option to 13 43579360.9
lease the Site; or ( c) is the holder of an easement or an option for an easement, right-of-way grant, or similar instrument with respect to the Site.
"Station Use" means:
(a) The Energy produced by the Facility that is used within the Facility to power the lights, motors, control systems and other electrical loads that are necessary for operation of the Facility; and
(b) The Energy produced by the Facility that is consumed within the Facility's electric energy distribution system as losses.
"System Emergency" means any condition that: (a) requires, as determined and declared by CAISO or the PTO, automatic or immediate action to (i) prevent or limit harm to or loss of life or property, (ii) prevent loss of transmission facilities or generation supply in the immediate vicinity of the Facility, or (iii) to preserve Transmission System reliability, and (b) directly affects the ability of any Party to perform under any term or condition in this Agreement, in whole or in part.
"Tax" or "Taxes" means all U.S. federal, state and local and any foreign taxes, levies, assessments, surcharges, duties and other fees and charges of any nature imposed by a Governmental Authority, whether currently in effect or adopted during the Contract Term, including ad valorem, excise, franchise, gross receipts, import/export, license, property, sales and use, stamp, transfer, payroll, unemployment, income, and any and all items of withholding, deficiency, penalty, additions, interest or assessment related thereto. "Terminated Transaction" has the meaning set forth in Section l l .2(a). "Termination Payment" has the meaning set forth in Section 11.3. "Test Energy" means the Metered Energy delivered (a) commencing on the later of (i) the first date that the CAISO informs Seller in writing that Seller may deliver Energy from the Facility to the CAISO and (ii) the first date that the PTO informs Seller in writing that Seller has conditional or temporary permission to parallel and (b) ending upon the occurrence of the Commercial Operation Date.
"Third-Party SC" means a qualified third party designated by Buyer or Seller, as applicable, to provide the Scheduling Coordinator functions for the Facility pursuant to this Agreement.
"Total Facility Capacity" has the meaning set forth on the Cover Sheet. "Transmission Provider" means any entity or entities transmitting or transporting the Product on behalf of Seller or Buyer to or from the Delivery Point. "Transmission System" means the transmission facilities operated by the CAISO, now or hereafter in existence, which provide energy transmission service downstream from the Delivery Point.
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"Variable Energy Resource" or "VER" has the meaning set forth in the CAISO Tariff. "VER Forecast" means the forecast prepared by CAISO, or its consultant, for Variable Energy Resources as part of the EIRP, or a successor program. "WECC" means the Western Electricity Coordinating Council or its successor. "WREGIS" means the Western Renewable Energy Generation Information System or any successor renewable energy tracking program.
"WREGIS Certificate Deficit" has the meaning set forth in Section 4.8(e). "WREGIS Certificates" has the same meaning as "Certificate" as defined by WREGIS in the WREGIS Operating Rules and are designated as eligible for complying with the California Renewables Portfolio Standard.
"WREGIS Operating Rules" means those operating rules and requirements adopted by WREGIS as of May 1, 2018, as subsequently amended, supplemented or replaced (in whole or in part) from time to time.

1.2 Rules of Interpretation. In this Agreement, except as expressly stated otherwise or unless the context otherwise requires:
(a) headings and the rendering of text in bold and italics are for convenience and reference purposes only and do not affect the meaning or interpretation of this Agreement; (b) words importing the singular include the plural and vice versa and the masculine, feminine and neuter genders include all genders; (c) the words "hereof', "herein", and "hereunder" and words of similar import shall refer to this Agreement as a whole and not to any particular provision of this Agreement; ( d) a reference to an Article, Section, paragraph, clause, Party, or Exhibit is a reference to that Section, paragraph, clause of, or that Party or Exhibit to, this Agreement unless otherwise specified;
(e) a reference to a document or agreement, including this Agreement shall mean such document, agreement or this Agreement including any amendment or supplement to, or replacement, novation or modification of this Agreement, but disregarding any amendment, supplement, replacement, novation or modification made in breach of such document, agreement or this Agreement;
assigns;
(f) a reference to a Person includes that Person's successors and permitted (g) the term "including" means "including without limitation" and any list of examples following such term shall in no way restrict or limit the generality of the work or provision in respect of which such examples are provided; 15 43579360.9
(h) references to any statute, code or statutory provision are to be construed as a reference to the same as it may have been, or may from time to time be, amended, modified or reenacted, and include references to all bylaws, instruments, orders and regulations for the time being made thereunder or deriving validity therefrom unless the context otherwise requires; (i) in the event of a conflict, a mathematical formula or other precise description of a concept or a term shall prevail over words providing a more general description of a concept or a term;
(j) references to any amount of money shall mean a reference to the amount in United States Dollars;
all of';
(k) the expression "and/or" when used as a conjunction shall connote "any or (1) words, phrases or expressions not otherwise defined herein that (i) have a generally accepted meaning in Prudent Operating Practice shall have such meaning in this Agreement or (ii) do not have well known and generally accepted meaning in Prudent Operating Practice but that have well known and generally accepted technical or trade meanings, shall have such recognized meanings; and
(m) each Party acknowledges that it was represented by counsel in connection with this Agreement and that it or its counsel reviewed this Agreement and that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement.

ARTICLE2
CONTRACT TERM; CONDITIONS PRECEDENT

2.1 Contract Term.
(a) The term of this Agreement shall commence on the later of: (a) the Effective Date and (b) the latest Effective Date of the Other Power Purchase Agreements, and shall remain in full force and effect until the conclusion of the Delivery Term, subject to any early termination provisions and the contract term extension provisions set forth herein ("Contract Term"). (b) Applicable provisions of this Agreement shall continue in effect after termination, including early termination, to the extent necessary to enforce or complete the duties, obligations or responsibilities of the Parties arising prior to termination. The confidentiality obligations of the Parties under Article 18 shall remain in full force and effect for two (2) years following the termination of this Agreement, and all indemnity and audit rights and obligations of the Parties under this Agreement shall remain in full force and effect following the termination of this Agreement.

2.2 Conditions Precedent.
(a) The obligations of each Party to be performed under this Agreement ( other than under this Section 2.2) shall not be effective until the following conditions have been satisfied:
16 43579360.9
(i) Each of the Other Power Purchase Agreements have been executed and delivered by the Other Buyers on terms and conditions satisfactory to Seller in its sole discretion. In the event that the Other Power Purchase Agreements are not fully executed by June 30, 2020 either Party shall have the right to terminate this Agreement without further obligation to the other Party.
(ii) Each Party shall provide to the other Party the following items:
(A) in the case of Seller, certified copies of resolutions of the Board of Directors or other relevant governing body showing that Seller is authorized to execute and deliver this Agreement and to perform its obligations under the Agreement; and
(B) in the case of Buyer, an officer's attestation certificate certifying to, and certified copies of all ordinances, resolutions, public notices, governing documents and any other similar documents that may reasonably be requested by Seller evidencing, (I) the necessary capacity and authority of Buyer to execute, deliver, and perform under, the Agreement, (2) the source of funds or accounts of Buyer for Buyer's fulfillment of its payment obligations under this Agreement, (3) the enforceability of the Agreement against Buyer, including that Buyer will not claim immunity on the grounds of sovereignty or similar grounds, and (4) the priority of Buyer's obligations to make payments under this Agreement. (b) The Delivery Term shall not commence until Seller completes the following conditions:
(i) Seller shall have delivered to Buyer a completion certificate from a licensed professional engineer substantially in the form of Exhibit H; (ii) A Participating Generator Agreement and a Meter Service Agreement between Seller and CAISO shall have been executed and delivered and be in full force and effect, and a copy of each such agreement delivered to Buyer; (iii) An Interconnection Agreement between Seller and the PTO shall have been executed and delivered and be in full force and effect and a copy of the Interconnection Agreement delivered to Buyer;
(iv) All applicable regulatory authorizations, approvals and permits for the operation of the Facility have been obtained and all conditions thereof have been satisfied and shall be in full force and effect;
(v) Seller has received the reqms1te pre-certification of the CEC Certification and CEC Verification ( and reasonably expects to receive final CEC Certification and CEC Verification for the Facility in no more than one hundred and eighty (180) days from the Commercial Operation Date);
17 43579360.9
(vi) Seller (with the reasonable part1c1pation of Buyer) shall have completed all applicable WREGIS registration requirements, including the completion and submittal of all applicable registration forms and supporting documentation, which may include applicable interconnection agreements, informational surveys related to the Facility, QRE service agreements, and other appropriate documentation required to effect Facility registration with WREGIS and to enable Renewable Energy Credit transfers related to the Facility within the WREGIS system or have completed any other requirements to enable Buyer to fulfill its RPS requirements;
(vii) Seller has delivered the Performance Security to Buyer m accordance with Section 8.8; and
(viii) Seller has paid Buyer for all Daily Delay Damages owing under this Agreement, if any.

2.3 Facility Construction and Commercial Operation.
(a) Seller, at no cost to Buyer, shall be responsible to:
(i) Design and construct the Facility.
(ii) Perform all studies, pay all fees, obtain all necessary approvals and execute all necessary agreements with the CAISO, the Participating Transmission Owner, and the applicable distribution provider for the Interconnection Facilities to Schedule and deliver the Product.
(iii) Acquire all permits and other approvals necessary for the construction, operation, and maintenance of the Facility. (iv) Complete all environmental impact studies necessary for the construction, operation, and maintenance of the Facility. (v) At Buyer's request, provide to Buyer the Seller's electrical specifications and design drawings pertaining to the Facility for Buyer's review prior to finalizing design of the Facility and before beginning construction work based on such specifications and drawings. Seller shall provide to Buyer reasonable advance Notice of any material changes in the Facility and provide to Buyer specifications and design drawings of any such changes. (vi) Seller shall Notify Buyer of the Construction Start Date by sending to Buyer a written Certification substantially in the form provided in Exhibit J as soon as practical after issuance of Notice to Proceed.
(vii) Within thirty (30) days after the close of each quarter from the first quarter following the Effective Date until the month in which the Construction Start Date has occurred, provide to Buyer a quarterly progress report, substantially in the form provided in Exhibit E, and agree to regularly scheduled meetings between representatives of Buyer and Seller to review such quarterly reports and discuss Seller's construction progress. The quarterly progress 18 43579360.9
report shall indicate whether Seller is on target to meet the Guaranteed Commercial Operation Date. These regularly scheduled meetings may be in-person, by telephone, or any other medium mutually agreed to by the Parties.
(viii) Within fifteen (15) days after the close of each month following the Construction Start Date until the Commercial Operation Date, provide to Buyer a monthly progress report, substantially in the form provided in Exhibit E, and agree to regularly scheduled meetings between representatives of Buyer and Seller to review such monthly reports and discuss Seller's construction progress. The monthly progress report shall indicate whether Seller is on target to meet the Guaranteed Commercial Operation Date. These regularly scheduled meetings may be in-person, by telephone, or any other medium mutually agreed to by the Parties. (b) Buyer shall have the right, but not the obligation, to:
(i) Notify Seller in writing of the results of the review performed pursuant to Section 2.3(a)(v) within thirty (30) days of Buyer's receipt of all specifications for the Facility, including a description of any flaws perceived by Buyer in the design. Seller shall in good faith consider any comments provided Buyer based on such review but shall have no obligation to make any changes in response to such comments.
(ii) Inspect the Facility and Site, or on-site Seller data and information pertaining to the Facility during business hours upon reasonable advance Notice to Seller but in any event no less than five (5) Business Days advance Notice. (c) Facility Construction and Commercial Operation
(i) Construction of Facility.
(A) "Construction Start" will occur following Seller's
execution of an EPC Contract ( or equivalent) related to the Facility and issuance of a Full Notice to Proceed (or equivalent) for the construction of the Facility under the applicable EPC Contract.

The date of Construction Start will be evidenced by Seller's delivery to Buyer of a certificate substantially in the form attached as Exhibit J, and Buyer's acceptance and written acknowledgement thereof (not to be unreasonably delayed, conditioned or withheld), and the date certified therein by Seller shall be the "Construction Start Date." The Seller shall cause Construction Start to occur no later than the "Guaranteed Construction Start Date," which is the date set forth on the Cover Sheet.
(B) If Construction Start is not achieved by the
Guaranteed Construction Start Date, Seller shall pay Daily Delay Damages to Buyer on account of such delay ("Construction Start Delay Damae;es"). Construction Start Delay Damages shall be payable to Buyer by Seller in an amount equal to Daily Delay Damages for each day from the Guaranteed Construction Start Date until the date Seller reaches Construction Start of the Facility, not to exceed the amount of the Development Security. The number of days for which Seller pays Construction Start Delay Damages shall be the "Construction Start Delay Days." On or before the tenth (10th) day of each month, Buyer shall invoice Seller for Construction Start Delay Damages, if any, accrued during the prior month and, within ten (10) Business Days following Seller's receipt of such invoice, Seller shall pay Buyer the amount of the Construction Start Delay 19 43579360.9
Damages set forth in such invoice. Construction Start Delay Damages shall be refundable to Seller pursuant to Section 2.3(c)(ii). The Parties agree that Buyer's receipt of Construction Start Delay Damages shall (x) be its sole and exclusive remedy for failure of Seller to achieve the Guaranteed Construction Start Date and (y) not limit Buyer's right to receive a Damage Payment upon exercise of Buyer's termination right following an Event of Default under Section l 1.2;provided, however, any Construction Start Delay Damages paid by Seller hereunder shall be credited toward such Damage Payment.
(ii) Commercial Operation of the Facility. The Parties agree that time is of the essence with respect to a Party's performance of its material obligations under this Agreement, unless such delayed performance has been expressly permitted or excused under this Agreement. For the avoidance of doubt, payment of Construction Start Delay Damages or Commercial Operation Delay Damages shall constitute an express excuse from the foregoing time is of the essence obligation. Seller shall have demonstrated Commercial Operation per the terms of Exhibit H by the date that is no later than the Guaranteed Commercial Operation Date. (A) Seller shall cause Commercial Operation for the
Facility to occur by the Guaranteed Commercial Operation Date. Seller shall use commercially reasonable efforts to notify Buyer of the anticipated Commercial Operation Date at least sixty (60) days before the anticipated Commercial Operation Date.
(B) If Seller does not achieve Commercial Operation by
the Guaranteed Commercial Operation Date, Seller shall pay Daily Delay Damages to Buyer on account of such delay ("Commercial Operation DeJay Damages"). Commercial Operation Delay Damages shall be payable to Buyer by Seller in an amount equal to Daily Delay Damages for each day (if any) from (x) the date (the "Adjusted GCOD") that is the number of Construction Start Delay Days (if any) after the Guaranteed Commercial Operation Date until (y) the earlier of (1) the Commercial Operation Date or (2) the early termination of this Agreement as provided under this Agreement; provided that the Commercial Operation Delay Damages plus the Construction Start Delay Damages shall not exceed the amount of the Development Security. On or before the tenth (10th) day of each month, Buyer shall invoice Seller for such Commercial Operation Delay Damages, if any, accrued during the prior month. The Parties agree that Buyer's receipt of Commercial Operation Delay Damages shall (x) be its sole and exclusive remedy for failure of Seller to achieve the Guaranteed Commercial Operation Date ( except as provided in Section

2.3(c)(iii) below) and (y) not limit Buyer's right to receive a Damage Payment upon exercise of Buyer's termination right following an Event of Default under Section 11.2; provided, however, any Commercial Operation Delay Damages paid by Seller hereunder shall be credited toward such Damage Payment.
43579360.9
Example 1: If the Facility has a Capacity of 27 MW and if Seller did not achieve the Construction Start Date until four ( 4) days after the Guaranteed Construction Start Date. Seller shall pay to Buyer and Other Buyers total Construction Start Delay Damages of $29,589. If Seller subsequently does not achieve Commercial Operation until ten (10) days after the Guaranteed Commercial Operation Date, then, given Seller has already paid $29,589 for four (4) days of delay in construction of the Facility, Seller's obligation to commence payment of Commercial 20 Operation Delay Damages shall commence four (4) days after the Guaranteed Commercial Operation Date and Seller shall pay to Buyer and Other Buyers total Commercial Operation Delay Damages of $44,384 for the additional six (6) days of delay.
(C) If Seller achieves Commercial Operation before the
Adjusted GCOD, (i) Buyer shall refund to Seller Construction Start Delay Damages in an amount (not to exceed the total Construction Start Delay Damages) equal to the Daily Delay Damages for the number of days by which the Commercial Operation Date preceded the Adjusted GCOD and (ii) to the extent any Construction Start Delay Damages have been accrued but not yet paid by Seller shall no longer be owed to Buyer. Seller shall include the request for refund of the Construction Start Delay Damages with the first invoice to Buyer after Commercial Operation.

Example 2: If the Facility has a Capacity of 27 MW and if Seller did not achieve the Construction Start Date until four ( 4) days after the Guaranteed Construction Start Date, and Seller paid to Buyer and Other Buyers total Construction Start Delay Damages of $29,589, and if Seller achieves Commercial Operation of the Facility two (2) days after the Guaranteed Commercial Operation Date, then Buyer and Other Buyers will in total refund Seller $14,795.
(iii) Termination for Failure to Achieve Commercial Operation. If the Facility has not achieved Commercial Operation within one hundred and eighty (180) days after the Guaranteed Commercial Operation Date, Buyer may elect to terminate this Agreement, which termination shall be effective upon Notice to Seller. (iv) Extension of the Guaranteed Dates. The Guaranteed
Construction Start Date and the Guaranteed Commercial Operation Date shall, subject to notice and documentation requirements set forth below, be automatically extended on a day-for-day basis (the "Development Cure Period") for the following delays:
(A) Seller has not acquired all material permits, consents, licenses, approvals, or authorizations from any Governmental Authority required for Seller to construct, interconnect, operate or permit the Seller and Facility to make available and sell Product by the anticipated Construction Start Date, despite the exercise of diligent and commercially reasonable efforts by Seller;
(B) a Force Majeure Event occurs;
(C) the Interconnection Facilities are not complete and ready for the Facility to connect and sell Product at the Delivery Point by the Expected Commercial Operation Date, despite the exercise of diligent and commercially reasonable efforts by Seller; or (D) Buyer has not made all necessary arrangements to
receive the Facility Energy at the Delivery Point by the Expected Commercial Operation Date (it being acknowledged that an extension under this paragraph (D) shall not limit other rights and remedies Seller may have for the default by Buyer in obtaining necessary metering arrangements). 21 43579360.9
Notwithstanding anything in this Agreement to the contrary, the cumulative extensions granted under the Development Cure Period pursuant to Section 2.3(c)(iv)(A) and Section 2.3(c)(iv)(C) shall not exceed one hundred eighty (180) days, and no extension shall be given if the delay was the result of Seller's failure to take all commercially reasonable actions to meet its requirements and deadlines under this Agreement. Seller shall provide prompt written Notice to Buyer of a delay, but in no case more than thirty (30) days after Seller became aware of such delay, except that in the case of a delay occurring within sixty (60) days of the Expected Commercial Operation Date, or after such date, Seller must provide written Notice within five (5) Business Days of Seller becoming aware of such delay. Upon request from Buyer, Seller shall provide documentation reasonably demonstrating that the delays described above did not result from Seller's actions or failure to take commercially reasonable actions.
( d) Adiustment of Energy and Power Capacity. No later than ninety (90) days after the Effective Date, Seller may adjust the Expected Energy (and make any adjustments to the Total Facility Capacity resulting from such adjustment to the Expected Energy) downward or upward by up to two percent (2% ), by providing Notice to Buyer of such adjustment substantially in the form provided in Exhibit B. Seller may only adjust the Expected Energy (and make any adjustments to the Total Facility Capacity resulting from such adjustment to the Expected Energy) in an amount exceeding two percent (2%), if Buyer, in its sole discretion, provides prior written approval to Seller. The Parties acknowledge and agree that (i) if the Expected Energy is adjusted upward in accordance with this Section 2.3(d), then the Excess Energy Cap shall be deemed to be one hundred twelve and one-half percent (112.5%) of the initial Expected Energy (without regard to any upward adjustments pursuant to this Section 2.3(d)) and (ii) if the Expected Energy is adjusted downward in accordance with this Section 2.3(d), the Excess Energy Cap shall be deemed to be one hundred twelve and one-half percent (112.5%) of the new Expected Energy (as adjusted downward pursuant to this Section 2.3(d)).

Example 1: If Seller increases the Expected Energy by two percent (2%) pursuant to this Section 2.3(d) and the Expected Energy at such time immediately prior to such adjustment is l 0 1,500 MWh, the Excess Energy Cap will be one hundred twelve and one-half percent (112.5%) of 101,500 MWh.

Example 2: If Seller decreases the Expected Energy by two percent (2%) pursuant to this Section 2.3(d) and the Expected Energy at such time immediately prior to such adjustment is 101,500 MWh, the Excess Energy Cap will be one hundred twelve and one-half percent (112.5%) of 99,470 MWh.

ARTICLE3

PURCHASE AND SALE

3.1 Sale of Product. Subject to the terms and conditions of this Agreement, during the Delivery Term, Seller shall sell and deliver to Buyer, and Buyer shall purchase from Seller at the applicable Contract Price, the Product produced by the Facility. Buyer shall re-sell all Delivered Energy delivered by Seller hereunder and, at its sole discretion, Buyer may re-sell or use for another purpose all or a portion of the remainder of the Product delivered by Seller hereunder.

Buyer has no obligation to purchase from Seller any Product that is not or cannot be delivered to the Delivery Point as a result of any circumstance, including an outage of the Facility, a Force 22 43579360.9
Majeure Event, or a Curtailment Order (unless such circumstance is a result of Buyer's action or inaction).

3.2 Sale of Green Attributes. During the Delivery Term, Seller shall sell and deliver to Buyer, and Buyer shall purchase from Seller, all of the Green Attributes attributable to the Delivered Energy produced by the Facility.

3.3 Compensation.
(a) Buyer shall pay Seller the Contract Price for each MWh of Product delivered hereunder, as measured by the amount of Delivered Energy up to the Excess Energy Cap. Buyer may purchase Delivered Energy in excess of the Excess Energy Cap in any Contract Year ("Excess Energy") in accordance with Section 3.3(b). (b) No later than seven (7) months prior to the end of the first Contract Year and no later than seven (7) months prior to the end of each subsequent Contract Year thereafter, Buyer shall provide Notice to Seller specifying whether or not Buyer will exercise its right to purchase Excess Energy generated in the current Contract Year. Buyer may elect to purchase all Excess Energy or may elect to purchase only the amount of Excess Energy forecasted pursuant to Section 4.4(a). Buyer's failure to provide such Notice to Seller in accordance with the foregoing sentence shall be deemed an election to purchase all Excess Energy in the proceeding Contract Year (or if prior to the Delivery Term Start Date, the first Contract Year). If Buyer exercises (or is deemed to have exercised) its option to purchase all Excess Energy, then Seller shall deliver, and Buyer shall purchase, all Excess Energy from the Facility generated during the applicable Contract Year. If Buyer exercises its option to purchase only the amount of Excess Energy forecasted pursuant to Section 4.4(a), then Seller shall deliver, and Buyer shall purchase, up to the amount of Excess Energy from the Facility generated during the applicable Contract Year, not to exceed the total amount of Excess Energy forecasted in Section 4.4(a). For each MWh of Excess Energy delivered to Buyer in such Contract Year, the price to be paid shall be eighty-five percent (85%) of the Contract Price. The Parties acknowledge and agree that if Buyer affirmatively elects to not purchase any Excess Energy with respect to a Contract Year, then Seller has no obligation to sell or deliver any Excess Energy to Buyer from the date on which Delivered Energy exceeds the Excess Energy Cap for such Contract Year until the conclusion of that Contract year and Seller may market, sell, and deliver all or portions of the Excess Energy from the Facility to one or more third parties, unless otherwise agreed to between the Parties. The Parties acknowledge and agree that if Buyer affirmatively elects to not purchase only the Excess Energy that exceeds the amount of Excess Energy forecasted pursuant to Section 4.4(a) with respect to a Contract Year, then Seller has no obligation to sell or deliver Excess Energy that exceeds the amount of Excess Energy forecasted pursuant to Section 4.4(a) to Buyer from the date on which Delivered Energy exceeds the Excess Energy Cap plus the amount of Excess Energy forecasted pursuant to Section 4.4(a) for such Contract Year until the conclusion of that Contract year and Seller may market, sell, and deliver all or portions of the Excess Energy from the Facility to one or more third parties, unless otherwise agreed to between the Parties.
( c) Seller shall receive no compensation from Buyer for Delivered Energy or Deemed Delivered Energy during any Curtailment Period.
23 43579360.9
( d) If Seller is not able to deliver Product due to a Buyer Failure, Buyer shall pay Seller, as Seller's sole remedy, an amount equal to the product of (1) the Deemed Delivered Energy for such period and (2) the Contract Price applicable during such period.

4.3(b )(iii).
(e) Seller shall credit Buyer the Negative LMP Credit pursuant to Section (f) If Seller posts Performance Security in the form of a Guaranty, as designated on the Cover Sheet, and if at any point after the Delivery Term Start Date, Seller fails to pay any undisputed Guaranteed Amount for five (5) Business Days following Seller's receipt of a Demand Notice such that Buyer must exercise its rights under the Guaranty by making a demand upon the Guarantor for such unpaid and undisputed Guaranteed Amount, pursuant to the terms of the Guaranty, then the Contract Price shall be reduced by ten percent (10%) for all MWh delivered Product until Buyer receives payment of the undisputed Guaranteed Amount from the Seller or the Guarantor.
(g) If Seller posts Development Security in the form of a Guaranty, as designated on the Cover Sheet, and if at any point after the Effective Date, but prior to the Seller posting Performance Security, Seller fails to pay any undisputed Guaranteed Amount for five (5) Business Days following Seller's receipt of a Demand Notice such that Buyer must exercise its rights under the Guaranty by making a demand upon the Guarantor for such unpaid and undisputed Guaranteed Amount, pursuant to the terms of the Guaranty, then the Contract Price shall be reduced by ten percent (10%) for all MWh delivered Product on a day for day basis for the number of days that occur between the date of Seller's receipt of a Notice and the date that Buyer receives payment of the undisputed Guaranteed Amount from the Seller or the Guarantor. (i) The reduction in the Contract Price pursuant to Section 3.3(g) shall be applied starting on the Delivery Term Start Date and running for number of days as specified in Section 3.3(g).
(ii) If the conditions specified in the Section 3.3(g) occurs multiple times prior to the Delivery Term Start Date, all accumulated days where a contract reduction will apply, shall run consecutively.

3.4 Imbalance Enerc:. Buyer and Seller recognize that from time to time the amount of Delivered Energy will deviate from the amount of Scheduled Energy. As between Buyer and Seller, the Scheduling Coordinator ( or the Party on behalf of which a Third-Party SC is performing as Scheduling Coordinator under this Agreement) shall be responsible for, and entitled to, all instructed and uninstructed imbalance energy charges and credits associated with delivery of Energy to CAISO during the Delivery Term.
3 .5 Ownership of Renewable Enerc: Incentives. Seller shall have all right, title and interest in and to all Renewable Energy Incentives. Buyer acknowledges that any Renewable Energy Incentives belong to Seller. If any Renewable Energy Incentives, or values representing the same, are initially credited or paid to Buyer, Buyer shall cause such Renewable Energy Incentives or values relating to same to be assigned or transferred to Seller without delay. Buyer shall reasonably cooperate with Seller, at Seller's sole expense, in Seller's efforts to meet the 24 43579360.9
requirements for any certification, registration, or reporting program relating to Renewable Energy Incentives.

3.6 Future Environmental Attributes.
(a) The Parties acknowledge and agree that as of the Effective Date, environmental attributes sold under this Agreement are restricted to Green Attributes; however, Future Environmental Attributes may be created by a Governmental Authority through Laws enacted after the Effective Date. Subject to the final sentence of this Section 3.6(a), in such event, Buyer shall bear all costs associated with the transfer, qualification, verification, registration and ongoing compliance for Buyer's Share of such Future Environmental Attributes, but there shall be no increase in the Contract Price. Upon Seller's receipt of Notice from Buyer of Buyer's intent to claim Buyer's Share of such Future Environmental Attributes, the Parties shall determine the necessary actions and additional costs associated such Future Environmental Attributes. Seller shall have no obligation to ( 1) alter the Facility or its operations unless the Parties have agreed on all necessary terms and conditions relating to such alteration and Buyer has agreed to reimburse Seller for all costs associated with such alteration or (2) incur any other cost or liability in connection with Future Environmental Attributes unless (x) each of Buyer and the Other Buyers have elected to claim Buyer's Share of such Future Environmental Attributes or (y) Buyer has agreed to indemnify and hold harmless Seller against all such costs and liabilities. (b) If Buyer elects to receive Future Environmental Attributes pursuant to Section 3.6(a), the Parties agree to negotiate in good faith with respect to the development of further agreements and documentation necessary to effectuate the transfer of such Future Environmental Attributes, including agreement with respect to (i) appropriate transfer, delivery and risk of loss mechanisms, and (ii) appropriate allocation of any additional costs, as set forth above; provided, that the Parties acknowledge and agree that such terms are not intended to alter the other material terms of this Agreement.

3.7 Test Energy. Seller shall coordinate the production and delivery of Test Energy with Buyer and Buyer shall cooperate with Seller to facilitate Seller's testing of the Facility. No less than fourteen (14) days prior to the first day on which Test Energy will be available from the Facility, Seller shall notify Buyer of the availability of the Test Energy. Buyer shall have fourteen (14) days to determine whether it will exercise the option to purchase Test Energy. Buyer's option to purchase Test Energy shall terminate if Buyer fails to exercise or respond to the option to purchase Test Energy within the above fourteen ( 14) day period. If Buyer exercises its option to purchase Test Energy, Seller shall deliver, and Buyer shall purchase, all Test Energy available from the Facility. The Parties acknowledge and agree that following termination of Buyer's option, Seller has no obligation to sell or deliver Test Energy to Buyer prior to the commencement of the Delivery Term, and Seller may market, sell, and deliver all or portions of the Test Energy from the Facility to one or more third parties. As compensation for such Test Energy, Buyer shall pay Seller an amount equal to ninety percent (90%) of the Contract Price.

3.8 Capacity Attributes.
(a) As of the Effective Date, Seller represents and warrants that it has obtained Full Capacity Deliverability Status with the CAISO with respect to the Facility. Seller shall be 25 43579360.9
responsible for maintaining Full Capacity Deliverability Status with the CAISO for the full Contract Capacity and shall cooperate with Buyer with respect to Capacity Attributes and Resource Adequacy Benefits as set forth in Section 3.8(b) through (d) below. (b) Throughout the Delivery Term, Seller grants, pledges, assigns and otherwise commits to Buyer's Share of all of the Capacity Attributes from the Facility. (c) Throughout the Delivery Term, Seller shall perform all commercially reasonable actions necessary to qualify the Facility to provide Resource Adequacy Benefits to Buyer. Throughout the Delivery Term, Seller hereby covenants and agrees to transfer Buyer's Share of all Resource Adequacy Benefits to Buyer.
( d) For the duration of the Delivery Term, Seller shall take all commercially reasonable actions, including complying with all applicable registration and reporting requirements, and execute any and all documents or instruments necessary to enable Buyer to use all of the Capacity Attributes committed by Seller to Buyer pursuant to this Agreement.

3.9 Resource Adequacy Failure. If Seller is unable to obtain Full Capacity Deliverability Status by sixty (60) days after the Commercial Operation Date ("FCDS Findine Deadline"), then Seller shall pay Daily Delay Damages to Buyer. Daily Delay Damages shall be payable to Buyer by Seller until Seller obtains Full Capacity Deliverability Status. On or before the tenth (10th) day of each month, Buyer shall invoice Seller for Daily Delay Damages, if any, accrued during the prior month and, within ten (10) Business Days following Seller's receipt of such invoice, Seller shall pay Buyer the amount of the Daily Delay Damages set forth in such invoice. If Seller is unable to obtain Full Capacity Deliverability Status within sixty (60) days of the FCDS Finding Deadline, then Seller shall be in breach of this Agreement and subject to an Event of Default under Section 11.1, regardless of Seller's payment of any Daily Delay Damages hereunder.

3.10 CEC Certification. Seller shall take all necessary steps including, but not limited to, making or supporting timely filings with the CEC to maintain CEC Certification for the Facility throughout the Delivery Term, including compliance with all applicable requirements for certified facilities set forth in the current version of the RPS Eligibility Guidebook ( or its successor). For avoidance of doubt, if at any point during the Delivery Term, Seller does not take all necessary actions to maintain CEC Certification for the Facility and the Facility's CEC Certification is suspended or otherwise voided, such loss of CEC Certification shall be an Event of Default pursuant to Section 11.1 (a)(ii).

3.11 Elieibility. Seller, and, if applicable, its successors, represents and warrants that throughout the Delivery Term of this Agreement that: (i) the Facility qualifies and is certified by the CEC as an Eligible Renewable Energy Resource as such term is defined in Public Utilities Code Section 399.12 or Section 399.16; and (ii) the Facility's output delivered to Buyer qualifies under the requirements of the California Renewables Portfolio Standard.

3.12 California Renewables Portfolio Standard. Seller shall also take all other actions necessary to ensure that the Energy produced from the Facility is tracked for purposes of satisfying the California Renewables Portfolio Standard requirements, as may be amended or supplemented 26 43579360.9
by the CEC from time to time.
3 .13 Compliance Expenditure Cap. Seller shall use commercially reasonable efforts to comply with any change in Law occurring after the Effective Date, but if a change in Law occurring after the Effective Date has increased Seller's costs to comply with Seller's obligations in excess of Seller's known or reasonably expected costs (as of the Effective Date) with respect to obtaining, maintaining, conveying or effectuating Buyer's use of (as applicable), the items listed below (the "Compliance Actions") the maximum amount of out-of-pocket costs and expenses ("Compliance Costs") to be incurred by Seller under this Agreement shall be capped at seven thousand, five hundred dollars ($7,500) per MW of Total Facility Capacity on an annual basis for Buyer and Other Buyers and fifteen thousand dollars ($15,000) per MW of Total Facility Capacity over the Delivery Term in the aggregate for Buyer and Other Buyers ("Compliance Expenditure Cap"):
(a) CEC Certification and CEC Verification;
(b) Green Attributes;
(c) WREGIS;
( d) Capacity Attributes;
( e) Eligibility as an Eligible Renewable Energy Resource; and (f) California Renewables Portfolio Standard qualification.

Seller's internal administrative costs associated with obtaining, maintaining, conveying or effectuating Buyer's use of (as applicable) any Product are excluded from the Compliance Expenditure Cap. If Seller reasonably anticipates the need to incur Compliance Costs in excess of the Compliance Expenditure Cap in order to take any Compliance Action, Seller shall provide Notice to Buyer and the Other Buyers of such anticipated Compliance Costs.

Buyer will have sixty (60) days to evaluate such Notice (during which time period Seller is not obligated to take any Compliance Actions described in the Notice) and shall, within such time, either (1) agree to reimburse Seller for all or some portion of the costs that exceed the Compliance Expenditure Cap (such Buyer-agreed upon costs, the "Accepted Compliance Costs"), or (2) permanently waive Seller's obligation to take such Compliance Actions, or any part thereof for which Buyer has not agreed to reimburse Seller. If Buyer does not respond to a Notice given by Seller under this Section 3. I 3 within sixty (60) days after Buyer's receipt of same, Buyer shall be deemed to have permanently waived its rights to require Seller to take the Compliance Actions that are the subject of the Notice and Seller shall have no further obligations to take, and no liability for a failure to take, these Compliance Actions for the remainder of the Term and such failure to take such Compliance Actions shall not be an Event of Default by Seller.

If Buyer agrees to reimburse Seller for the Accepted Compliance Costs, then Seller shall take such Compliance Actions covered by the Accepted Compliance Costs as agreed upon by Buyer (together with any similar compliance actions and costs agreed upon by the Other Buyers, if applicable) and Buyer shall reimburse Seller for Seller's actual costs to effect the Compliance 27 43579360.9
Actions, not to exceed the Accepted Compliance Costs, within thirty (30) days from the time that Buyer receives an invoice and documentation of such costs from Seller. 3 .14 Buyer's Right of First Offer for Development of Expansion Proiect. (a) Seller may, in exercising its sole discretion, determine, from time to time, to develop, finance, construct and/or operate an Expansion Project. Each time such a determination is made, Seller shall notify Buyer of such determination and shall offer, in writing, to sell one hundred percent (100%) of the Expansion Project Output to Buyer and Other Buyers (i) if prior to the end of the third (3rd) Contract Year, at the same price and on other commercial terms consistent with this Agreement or (ii) if during or after the fourth ( 4th) Contract Year, at a price and on other commercial terms based on the then-current market conditions as determined by Seller in its sole discretion. Buyer shall have a right of first offer for its share of the Expansion Project Output, as described in Exhibit O (Buyer's Right of First offer for Development of Expansion Plan). Buyer and Other Buyers may jointly provide written notice to Seller to increase or decrease Buyer's share of the Expansion Project Output and proportionately decrease or increase one or more Other Buyers proportionate share of the Expansion Project Output; provided that to be a valid exercise of the right of first offer, Buyer and Other Buyers must collectively offer to purchase one hundred percent (100%) of the Expansion Project Output. (b) If Buyer and Other Buyers wish to accept such offer to purchase one hundred percent (100%) of the Buyer's Expansion Project Output, Buyer shall so notify Seller within sixty (60) calendar days of its receipt of such offer. Buyer and Seller shall promptly thereafter enter into good faith negotiation of commercial modifications to this Agreement incorporating such Buyer's Expansion Project Output offer but if the Parties are unable to reach an agreement regarding modifications to this Agreement incorporating the Buyer's Expansion Project Output within sixty (60) days after Seller's receipt of notice from Buyer in accordance with the foregoing, then Buyer shall be deemed not to have accepted Seller's offer to purchase the Buyer's Expansion Project Output.

If Buyer and Other Buyers do not accept Seller's offer to purchase one hundred percent (100%) of the Buyer's Expansion Project Output within sixty (60) calendar days of receipt of Seller's offer, Seller shall be deemed authorized to offer to sell one hundred percent (100%) of the Expansion Project Output to one or more third parties at a price and on other terms and conditions which, taken as a whole, are at least as favorable to Seller as the price and other terms and conditions set forth in Seller's offer to Buyer. If Buyer and Other Buyers do not purchase one hundred percent (100%) of the Expansion Project Output and Seller sells such Expansion Project Output to a third party, Seller shall promptly certify, in writing, to Buyer that the terms and conditions of sale of such Expansion Project Output to such third party, taken as a whole, are at least as favorable to Seller as the price and other terms and conditions set forth in Seller's offer to Buyer. If Seller offers to disaggregate the Expansion Project Output for the purpose of selling the Expansion Project Output to multiple non-affiliated third party buyers, then Seller shall notify Buyer, in writing, of the terms and conditions of such offers, and Buyer shall again have the right of first offer set forth in this Section 3 .14 for each of the disaggregated amounts offered to such third party buyers. Upon the sale of such Expansion Project Output in compliance with this Agreement, Buyer shall have no further rights to be offered or to purchase such Expansion Project Output. Buyer's 28 43579360.9
refusal, in writing, of the Buyer's Expansion Project Output from one Expansion Project shall not affect Buyer's right to purchase the Expansion Project Output from a subsequently developed Expansion Project under the terms of this Agreement. Notwithstanding any provision to the contrary herein, Seller shall not sell or provide the Expansion Project Output to any third party, unless Seller can do so without compromising in any material way its ability to provide the Output or Expansion Project Output, if any, to Buyer to the extent required hereunder.

3.15 Modification of Total Facility Capacity and Buyer's Share. (a) If Buyer accepts Seller's offer to purchase the Buyer's Expansion Project Output, the Total Facility Capacity will be adjusted to reflect the increase due to Expansion Project Output and Buyer's Share will be as described in Exhibit 0. (b) If Buyer does not accept Seller's offer to purchase the Buyer's Expansion Project Output, the Total Facility Capacity will be adjusted to reflect the increase due to Expansion Project Output and Buyer's Share will be adjusted to equal Buyer's Share of the Total Facility Capacity (without adjustment pursuant to the foregoing) divided by the Total Facility Capacity (as adjusted pursuant to the foregoing) expressed as a percentage. ( c) At any time after the Effective Date, Buyer and Other Buyers may jointly provide written notice to Seller requesting to modify Buyer's Share of the Total Facility Capacity by either increasing Buyer's share and proportionately decreasing one or more Other Buyers' proportionate share of the Total Facility Capacity or decreasing Buyer's share and proportionately increasing one or more Other Buyers' proportionate share of the Total Facility Capacity. Seller may not unreasonably withhold its consent to such modification. Seller may withhold its consent, among other reasons, if Buyer or any Other Buyer would not satisfy Seller's creditworthiness requirements for such modified purchase or if Buyer or any Other Buyer, as applicable, fails to satisfy Seller's reasonable requests for evidence of (i) capacity and authority of Buyer or any Other Buyer, as applicable, to enter into such modification and (ii) enforceability of such obligations. 3 .16 Optional Battery Storage at the Site.
(a) At any time but no more than once per every two Contract Years, Buyer may, request, in writing (each a, "Battery Storage Facility Request"), for Seller to review and evaluate the development of a battery storage facility or facilities capable of storing a volume of energy (in MWh) ofup to the Buyer's Share of the Total Facility Capacity (in MW) multiplied by four ( 4) hours, to be located at the Site ("Battery Storage Facility"). The Battery Storage Facility Request may include a request for Seller to provide a detailed proposal or may include a detailed proposal (or a combination thereof) for the development of the Battery Storage Facility. Seller shall evaluate any Battery Storage Facility Request submitted by Buyer in accordance with this Section 3.16 in good faith. Within sixty (60) days of receipt of any Battery Storage Facility Request, Seller shall provide a written response to Buyer describing in detail the feasibility of the development of a Battery Storage Facility, and including supporting documentation and such other information as Buyer may reasonably request. In the event that Seller determines, in its reasonable discretion, that development of a Battery Storage Facility is feasible pursuant to this Section 3.16, Buyer and Seller shall negotiate the terms and conditions for the development of such Battery Storage Facility in good faith; provided, however, that (i) Seller shall have no obligation to 29 43579360.9
consummate any transactions related to such Battery Storage Facility and (ii) Seller shall not be required to add any such storage unit(s) to the Facility, in each case, unless and until Seller, Buyer and any Lenders (each in their sole and absolute discretion) approve the technical details of such unit(s) and execute and deliver any definitive written agreements in connection with such Battery Storage (including any amendment to this Agreement or separate battery storage agreement).

4.1 Delivery.

ARTICLE4

OBLIGATIONS AND DELIVERIES
(a) Energy. Subject to the terms and conditions of this Agreement, Seller shall make available and Buyer shall accept all Delivered Energy on an as-generated, instantaneous basis. The Energy that Seller forecasts to be generated by the Facility shall be Scheduled with the CAISO by Seller (or Seller's designated Scheduling Coordinator) in accordance with Exhibit D. (b) Green Attributes. Seller hereby provides and conveys all Green Attributes associated with the Delivered Energy as part of the Product being delivered. Seller represents and warrants that Seller holds the rights to all Green Attributes from the Facility, and Seller agrees to convey and hereby conveys Buyer's Share of all such Green Attributes to Buyer as included in the delivery of the Product from the Facility.

4.2 Title and Risk of Loss.
( a) Energy. Title to and risk of loss related to the Delivered Energy shall pass and transfer from Seller to Buyer at the Delivery Point. (b) Green Attributes. Title to and risk of loss related to the Green Attributes shall pass and transfer from Seller to Buyer at the Delivery Point.

4.3 Scheduling Coordinator Responsibilities.
(a) Seller as Scheduling Coordinator for the Facility. Seller shall be the Scheduling Coordinator or designate a Third-Party SC to provide Scheduling Coordinator services with the CAISO for the Facility. Seller or its designee shall submit Economic Bids to the CAISO Day-Ahead Market in accordance with this Agreement and the applicable CAISO Tariff and protocols (including the EIRP, if applicable). Seller shall have the right in its sole discretion to determine the Economic Bid price it submits to CAISO (including entering a negative Economic Bid), and Buyer shall have no obligation to pay Seller for any such curtailment of deliveries of Energy from the Facility which result from Seller's Economic Bid ("Seller Economic Curtailment"). Seller Economic Curtailment hours shall be included in the calculation of Lost Output. Seller shall be fully responsible for all costs, charges, and liabilities incurred in its capacity as Scheduling Coordinator (or in its designee's capacity as Scheduling Coordinator). Buyer and Other Buyers may jointly at any time during the Delivery Term in their sole discretion and for any reason replace Seller or its Third-Party SC as Scheduling Coordinator ( or any subsequent Scheduling Coordinator) for the Facility with another Scheduling Coordinator upon fifteen (15) days advance written notice; provided that in such event the Scheduling Coordinator being replaced shall within ten ( I 0) days of receipt of such notice provide copies of all scheduling-related 30 43579360.9
records, data, history and information to the replacement Scheduling Coordinator simultaneously with written certification of provision of the same to Buyer. (b) CAISO Costs and Revenues.
(i) Except as otherwise set forth in Section 3.4 and this Section 4.3(b). all credits and other payments received as a result of energy from the Facility delivered to CAISO, will be reflected on Buyer's invoice.
(ii) The Party serving as the Scheduling Coordinator ( or the Party on behalf of which a Third-Party SC is performing as Scheduling Coordinator under this Agreement) shall be responsible for all CAI SO costs (including scheduling and forecasting fees); provided, however, Seller shall be responsible for penalties and other charges associated with (a) the Seller not notifying the CAISO and Buyer of outages in a timely manner (in accordance with the CAISO Tariff and as set forth herein), and (b) any other failure by Seller to abide by the CAI SO Tariff ( as defined by the CAI SO) from the Facility), including failure by Seller to abide by the CAISO Tariff with respect to the Resource Adequacy Capacity from the Facility. The Parties agree that any Availability Incentive Payments, as defined in the CAISO Tariff, are for the benefit of Seller and for Seller's account and that any Non-Availability Charges (as defined in the CAISO Tariff), including any Non-Availability Charges associated with Resource Adequacy Capacity from the Facility, are the responsibility of Seller and for Seller's account. In addition, if during the Delivery Term, the CAISO implements or has implemented any sanction or penalty related to scheduling, outage reporting, or generator operation, and any such sanctions or penalties are imposed upon the Facility due to the actions or inactions of Seller, the cost of such sanctions or penalties shall be Seller's responsibility.
(iii) In the event that during any Calculation Period the CAISO Day Ahead Locational Marginal Prices ("LMPs") of Node SEA WIND_ 1 _ B 1 were to clear at a price less than zero $/MWh ("Negative LMP"), then for such Calculation Period Seller shall credit Buyer an amount equal to ten percent (10%) of the aggregate Facility energy delivered during the Negative LMP intervals multiplied by the weighted average (weighted by production) of the Negative LMPs for such intervals. For example, a total of 2,000 MWh was delivered during Negative LMP intervals and the weighted average of the Negative LMPs for the same intervals was -$35.00, then the Negative LMP Credit due to Buyer would be equal to: 2,000 MWh X 10% X $35.00 = $7,000. For clarity, Buyer would pay the Contract Price in accordance with Section

3.3 for all Product delivered during the Negative LMP intervals and the associated Negative LMP Credit would be provided to Buyer as a credit on the invoice from Seller for such Product. ( c) CAI SO Settlements. Seller or its designee shall be responsible for all settlement functions with the CAISO related to the Facility.

4.4 Forecasting. Seller shall provide the following non-binding Delivered Energy forecasts described below. Seller shall use commercially reasonable efforts to forecast the Delivered Energy of the Facility accurately and to transmit such information via email or in another format reasonably agreed to by the Parties. Unless otherwise agreed, Seller shall Schedule the Facility with CAISO in accordance with the CAISO EIRP forecast into the CAISO Day-Ahead and Real-Time Market.
31 43579360.9
(a) Annual Forecast of Delivered Energy. No less than eight (8) months before (i) the first day of the first Contract Year of the Delivery Term and (ii) the beginning of each calendar year for every subsequent Contract Year during the Delivery Term, Seller shall provide a non-binding forecast of each month's average-day expected Delivered Energy, by hour, for the following calendar year in a form reasonably acceptable to Buyer. (b) Annual Updated Forecast of Delivered Energy. No less than forty-five (45) days before (i) the first day of the first Contract Year of the Delivery Term and (ii) the beginning of each calendar year for every subsequent Contract Year during the Delivery Term, Seller shall provide a non-binding forecast of each month's average-day expected Delivered Energy, by hour, for the following calendar year in a form reasonably acceptable to Buyer. (d) Monthly Forecast of Delivered Energy. No less than thirty (30) days before the beginning of Commercial Operation, and thereafter ten (10) Business Days before the beginning of each month during the Delivery Term, Seller shall provide to Buyer and Buyer's designee (if applicable) a non-binding forecast of the hourly Delivered Energy for each day of the following month in a form reasonably acceptable to Buyer. (e) Day-Ahead Forecast of Delivered Energy. By 5:30 AM Pacific Prevailing Time on the Business Day immediately preceding the date of delivery, Seller shall provide Buyer with a non-binding forecast of the Facility's Delivered Energy for each hour of the immediately succeeding day ("Day-Ahead Forecast"). A Day-Ahead Forecast provided in a day prior to any non-Business Day(s) shall include Schedules for the immediate day, each succeeding non Business Day and the next Business Day. Each Day-Ahead Forecast shall clearly identify, for each hour, Seller's best estimate of the Facility's expected Delivered Energy. Seller may not change such Schedule past the deadlines provided in this section except in the event of a Forced Outage or Schedule change imposed by the CAISO, in which case Seller shall promptly provide Buyer with a copy of any and all updates to such Schedule indicating changes from the then-current Schedule.

4.5 Dispatch Down/Curtailment. Seller agrees to reduce the Facility's generation by the amount and for the period set forth in any Curtailment Order.

4.6 Reduction in Delivery Obligation. For the avoidance of doubt, and in no way limiting Section 3 .1 or Exhibit G:
(a) Facility Maintenance. Seller shall not during the months of June through September inclusive schedule any non-emergency maintenance that reduces the Energy generation capability of the Facility by more than fifteen percent (15%), unless (i) such outage is required to avoid damage to the Facility, (ii) such maintenance is necessary to maintain equipment warranties and cannot be scheduled outside the months of June through September, (iii) such outage is required in accordance with Prudent Operating Practices, or (iv) the Parties have agreed otherwise in writing.
(b) Forced Facility Outage. Seller shall be permitted to reduce deliveries of Product during any Forced Facility Outage. Seller shall provide Buyer with Notice and expected duration (if known) of any Forced Facility Outage.
32 43579360.9
( c) System Emergencies and other Interconnection Events. Seller shall be permitted to reduce deliveries of Product during any period of System Emergency or upon Notice of a Curtailment Order pursuant to the terms of this Agreement, the Interconnection Agreement or applicable tariff.
( d) Health and Safety. Seller shall be permitted to reduce deliveries of Product as necessary to maintain health and safety pursuant to Section 6.2. ( e) Seller Curtailment Cap. Seller shall be permitted to curtail deliveries of Product under this Agreement up to 2,956 MWh per Contract Year ("Seller Curtailment Cap"); provided, that, the following curtailments by Seller shall be excluded from the Seller Curtailment Cap: (i) curtailment due to a Force Majeure Event by either Party or (ii) curtailment due to any Curtailment Order.

4.7 Guaranteed Energy Production. Seller shall be required to deliver to Buyer no less than the Guaranteed Energy Production (as defined below) in each Contract Year during the Delivery Term ("Performance Measurement Period"). "Guaranteed Energy Production" means an amount of Product, as measured in MWh, equal to eighty percent (80%) of the average Delivery Term Expected Energy (as set forth on the Cover Sheet) for each Performance Measurement Period. The calculation will be performed once each Performance Measurement Period, beginning with the anniversary of the Delivery Term Start Date. For purposes of determining whether Seller has achieved the Guaranteed Energy Production, Seller shall be deemed to have delivered to Buyer the Product in the amount it could reasonably have delivered to Buyer but was prevented from delivering to Buyer by reason of any Force Majeure events, Buyer's failure to perform, or Curtailment Periods. If Seller fails to achieve the Guaranteed Energy Production amount in any Performance Measurement Period, Seller shall pay Buyer damages calculated in accordance with Exhibit G.

4.8 WREGIS. Seller shall, at its sole expense, but subject to Section 3.13, take all actions and execute all documents or instruments necessary to ensure that all WREGIS Certificates associated with all Renewable Energy Credits corresponding to all Delivered Energy are issued and tracked for purposes of satisfying the requirements of the California Renewables Portfolio Standard and transferred in a timely manner to Buyer for Buyer's sole benefit. Seller shall transfer the Renewable Energy Credits to Buyer. Seller shall comply with all Laws, including the WREGIS Operating Rules, regarding the certification and transfer of such WREGIS Certificates to Buyer and Buyer shall be given sole title to all such WREGIS Certificates. Seller shall be deemed to have satisfied the warranty in Section 4.8(g), provided that Seller fulfills its obligations under Sections 4.8(a) through (g) below. In addition:
(a) Seller shall maintain the Facility's registration and account in WREGIS ("Seller's WREGIS Account") until the end of the Delivery Term. Seller shall transfer the WREGIS Certificates using "Forward Certificate Transfers" (as described in the WREGIS Operating Rules) from Seller's WREGIS Account to the WREGIS account(s) of Buyer or the account( s) of a designee that Buyer identifies by Notice to Seller ("Buyer's WREGIS Account").

Seller shall be responsible for all expenses associated with registering the Facility with WREGIS, establishing and maintaining Seller's WREGIS Account, paying WREGIS Certificate issuance 33 43579360.9
and transfer fees, and transferring WREGIS Certificates from Seller's WREGIS Account to Buyer's WREGIS Account.
(b) Seller shall cause Forward Certificate Transfers to occur on a monthly basis in accordance with the certification procedure established by the WREGIS Operating Rules.

Handling of fractional MWh amounts shall be conducted in accordance with the WREGIS Operating Rules and applicable WREGIS practices. Seller shall transfer any WREGIS Certificates created as a result of fractional MWh amounts to Buyer as soon as practicable upon creation of such certificates in WREGIS.
( c) Seller shall, at its sole expense, ensure that the WREGIS Certificates for a given calendar month correspond with the Delivered Energy for such calendar month as evidenced by the Facility's metered data.
( d) Due to the ninety (90) day delay in the creation of WREGIS Certificates relative to the timing of invoice payment under Section 8.2, Buyer shall make an invoice payment for a given month in accordance with Section 8.2 before the WREGIS Certificates for such month are formally transferred to Buyer in accordance with the WREGIS Operating Rules and this Section 4.8. Notwithstanding this delay, Buyer shall have all right and title to all such WREGIS Certificates in accordance with Section 4.2(b ).
(e) A "WREGIS Certificate Deficit" means any deficit or shortfall in WREGIS Certificates delivered to Buyer for a calendar month as compared to the Delivered Energy for the same calendar month ("Deficient Month"). If any WREGIS Certificate Deficit is caused, or the result of any action or inaction, by Seller, and is not remedied within twenty (20) Business Days, then for purposes of calculating Buyer's payment to Seller under Article 8, the amount of Delivered Energy in the Deficient Month shall be temporarily reduced by the amount of the WREGIS Certificate Deficit (the "Delivered Energy Hold back") until such time the Seller delivers the deficient WREGIS Certificates to Buyer. Upon remedy of any WREGIS Certificate Deficit for a given calendar month, Buyer shall promptly send payment to Seller for the Delivered Energy Holdback. Without limiting Seller's obligations under this Section 4.8, if a WREGIS Certificate Deficit is caused solely by an error or omission ofWREGIS, the Parties shall cooperate in good faith to cause WREGIS to correct its error or omission. (f) IfWREGIS changes the WREGIS Operating Rules after the Effective Date or applies the WREGIS Operating Rules in a manner inconsistent with this Section 4.8 after the Effective Date, the Parties promptly shall modify this Section 4.8 as reasonably required to cause and enable Seller to transfer to Buyer's WREGIS Account a quantity of WREGIS Certificates for each given calendar month that corresponds to the Delivered Energy in the same calendar month. (g) Seller warrants that, subject to the timelines established by WREGIS, all necessary steps to allow the Renewable Energy Credits transferred to Buyer to be tracked in WREGIS will be taken prior to the first delivery under the contract. 34 43579360.9
ARTICLE 5
TAXES

5.1 Allocation of Taxes and Charges. Seller shall pay or cause to be paid all Taxes on or with respect to the Facility or on or with respect to the sale and making available of Product to Buyer, that are imposed on the Product prior to the Delivery Point. Buyer shall pay or cause to be paid Buyer's Share of all Taxes on or with respect to the delivery to and purchase by Buyer of Buyer Share of the Product that are imposed on the Product at and from the Delivery Point ( other than withholding or other Taxes imposed on Seller's income, revenue, receipts or employees). If a Party is required to remit or pay Taxes that are the other Party's responsibility hereunder, such Party shall promptly pay the Taxes due and then seek and receive reimbursement from the other for such Taxes. In the event any sale of Product hereunder is exempt from or not subject to any particular Tax, Buyer shall provide Seller with all necessary documentation within thirty (30) days after the Effective Date to evidence such exemption or exclusion. If Buyer does not provide such documentation, then Buyer shall indemnify, defend, and hold Seller harmless from any liability with respect to Taxes from which Buyer claims it is exempt.

5.2 Cooperation. Each Party shall use reasonable efforts to implement the provisions of and administer this Agreement in accordance with the intent of the Parties to minimize all Taxes, so long as no Party is materially adversely affected by such efforts. The Parties shall cooperate to minimize Tax exposure; provided, however, that neither Party shall be obligated to incur any financial or operational burden to reduce Taxes for which the other Party is responsible hereunder without receiving due compensation therefore from the other Party. All Energy delivered by Seller to Buyer hereunder shall be a sale made at wholesale, with Buyer reselling such Energy.

ARTICLE6

MAINTENANCE OF THE FACILITY

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

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

ARTICLE7

METERING

7.1 Metering. Seller shall measure the amount of Delivered Energy produced by the Facility using an Approved Meter. The Approved Meter shall be installed, maintained and tested, pursuant to the CAISO Tariff, at Seller's cost. If the Approved Meter is inaccurate, Seller will cause such meter to be promptly corrected in accordance with Prudent Operating Practices and 35 43579360.9
CAISO or PTO, as applicable, requirements. Seller will be responsible for any costs, fines or penalties, including imbalance charges as a result of the inaccurate meter. The meter shall be kept under seal, such seals to be broken only when the meters are to be tested, adjusted, modified or relocated. In the event that Seller breaks a seal, Seller shall notify Buyer as soon as practicable.

In addition, Seller hereby agrees to provide all meter data to Buyer in a form reasonably acceptable to Buyer, and consents to Buyer obtaining from CAISO or the PTO the meter data applicable to the Facility and all inspection, testing and calibration data and reports. Seller and Buyer, or Seller's Scheduling Coordinator, shall cooperate to allow both Parties to retrieve the meter reads from the CAISO Customer Market Results Interface and/or directly from the CAISO meter(s) at the Facility, as applicable.

7.2 Meter Verification. Seller shall test the meter as required by CAISO. The tests shall be conducted by independent third parties qualified to conduct such tests. Buyer shall be notified seven (7) days in advance of such tests and have a right to be present during such tests. If a meter is inaccurate it shall be promptly repaired or replaced. If a meter is inaccurate by more than one percent (1 %) and it is not known when the meter inaccuracy commenced (if such evidence exists such date will be used to adjust prior invoices), then the invoices covering the period of time since the last meter test shall be adjusted for the amount of the inaccuracy on the assumption that the inaccuracy persisted during one-half of such period. If Buyer requests that Seller test a meter more than as required by CAI SO and such meter is inaccurate by one percent ( 1 % ) or less then Buyer will reimburse Seller for all costs and expenses incurred by Seller arising from the additional testing of the meters in accordance with this Section 7.2.

ARTICLE 8
INVOICING AND PAYMENT; CREDIT

8.1 Invoicing.
(a) Cost Responsibility Upon Delivery Term Start Date.
(i) Buyer Cost Responsibility.

Upon the Delivery Term Start Date and for the remainder of the Delivery Term, Buyer shall pay Monthly Cash Settlement Amounts to Seller for Product components that are delivered to Buyer as calculated in the manner described in Section 8.1 (b) (ii) Seller Cost Responsibility.

If Seller owes Buyer (i) Daily Delay Damages, (ii) a Damage Payment, (iii) a Termination Payment, (iv) Guaranteed Energy Production Damages, or (v) any credit or other payment received as a result of energy from the Facility delivered to CAISO, as specified in Section 4.3(b ), then Seller shall pay Buyer such amounts owed within twenty (20) days after receipt of a written invoice from Buyer.
(b) Monthly Cash Settlement Amount Calculations.

For the purpose of calculating monthly Payment Invoices for Product delivered to Buyer as of the Delivery Term Start Date in accordance with the terms of this Agreement, the Contract Price will be paid as set forth in Section 8.1 (b ). Buyer shall pay Seller the Monthly Cash Settlement Amount, in arrears within thirty (30) days after receipt of the applicable Payment 36 43579360.9
Invoice, for each Calculation Period. The "Monthly Cash Settlement Amount" for a particular Calculation Period shall be equal to the sum of the following:
(i) An amount equal to the quantity of Energy delivered to the Delivery Point at the Contract Price minus the "Facility Energy Green Attribute Price." For example, for 3,000 MWh of Energy delivered to the Delivery Point during the month, the Contract Price minus the Facility Energy Green Attribute Price ($40.00-$13.00) equals $27.00 and the amount due would be $27.00 times 3,000 MWh or $81,000 for the Energy delivered that month. (ii) The Facility Energy Green Attribute Price shall be due and payable for any duly registered WREGJS Certificates (a) received in Buyer's WREGIS account during a Calculation Period or (b) not received due to the fault of Buyer; provided that such WREGIS Certificates are associated with Energy already received by Buyer from the Facility or not received due to the fault of Buyer. Buyer shall not be obligated to pay the Facility Energy Green Attribute Price for any WREGJS Certificates transferred one hundred and eighty (180) day after the date on which such WREGJS Certificates were delivered to Seller's WREGJS Account unless the delay is caused by a Force Majeure Event or by the fault of Buyer. For example, if the WREGJS Certificates associated with the 3,000 MWh of Energy delivered in the above example were delivered to Buyer's WREGIS account during a subsequent Calculation Period, then ($13.00/MWh X 3,000 MWh) $39,000 would be due and payable to Seller for the Facility Energy Green Attribute Price at that time. Notwithstanding anything to the contrary under this Agreement, Buyer shall be entitled to retain and sell to a third Person any WREGIS Certificates and associated Green Attributes to the extent not transferred within the one hundred and eighty (180) day period. (iii) As specified in Section 4.3(b )(iii), in the event that during any Calculation Period the CAI SO Day Ahead LMPs of Node SEA WIND_ 1 _ B 1 were to clear at price less than zero $/MWh ("Nee;ative LMP"), then for such Calculation Period Seller shall credit Buyer an amount equal to ten percent (10%) of the aggregate Facility energy delivered during the Negative LMP intervals multiplied by the weighted average (weighted by production) of the Negative LMPs for such intervals. For example, a total of 2,000 MWh was delivered during Negative LMP intervals and the weighted average of the Negative LMPs for the same intervals was $35.00, then the Negative LMP Credit due to Buyer would be equal to: 2,000 MWh X 10% X $35.00 = $7,000. Such Negative LMP Credit shall be netted against or offset other amounts due and payable to Seller for the Calculation Period.
(b) Seller shall, in subsequent invoices, adjust previously invoiced amounts to reflect adjustments, reconciliations or final settlements with WREGIS occurring after the date of the initial invoice, or any other adjustments agreed to by the Parties ( other than adjustments resulting from the resolution of invoice disputes).
( c) Seller shall make good faith efforts to deliver an invoice to Buyer for Product no later than fifteen ( 15) Business Days after the end of the prior monthly billing period.

Each invoice shall (i) provide records of metered data, including CAISO metering and transaction data sufficient to document and verify the generation of Product by the Facility for any Settlement Period during the preceding month, including the amount of Product in MWh delivered during the prior billing period as set forth in CAI SO T + 12 settlement statements, the amount of Product in 37 43579360.9
MWh produced by the facility as read by the CAISO Approved Meter, the Contract Price applicable to such Product, deviations between the Scheduled Energy and the Metered Energy, and the LMP prices at the Facility PNode and Delivery Point for each Settlement Period; (ii) provide access to any records, including invoices or settlement data from the CAISO, necessary to verify the accuracy of any amount; and (iii) be in a format specified by Buyer, covering the services provided in the preceding month determined in accordance with the applicable provisions of this Agreement.

8.2 Payment. Buyer shall make payment to Seller for Product by wire transfer or ACH payment to the bank account provided on each monthly invoice. Buyer shall pay undisputed invoice amounts within thirty (30) days after receipt of the invoice. If such due date falls on a weekend or legal holiday, such due date shall be the next Business Day. Payments made after the due date will be considered late and will bear interest on the unpaid balance. If the amount due is not paid on or before the due date or if any other payment that is due and owing from one party to another is not paid on or before its applicable due date, a late payment charge shall be applied to the unpaid balance and shall be added to the next billing statement. Such late payment charge shall be calculated based on an annual Interest Rate equal to the prime rate published on the date of the invoice in The Wall Street Journal ( or, if The Wall Street Journal is not published on that day, the next succeeding date of publication), plus two percent (2%) (the "Interest Rate"). If the due date occurs on a day that is not a Business Day, the late payment charge shall begin to accrue on the next succeeding Business Day.

8.3 Books and Records. To facilitate payment and verification, each Party shall maintain all books and records necessary for billing and payments, including copies of all invoices under this Agreement, for a period of at least two (2) years or as otherwise required by Law. Upon fifteen (15) days' Notice to Seller, Buyer shall be granted reasonable access to the accounting books and records pertaining to all invoices generated pursuant to this Agreement.

8.4 Payment Adiustments; Billing Errors. Payment adjustments shall be made if Buyer or Seller discovers there have been good faith inaccuracies in invoicing that are not otherwise disputed under Section 8.5, there is determined to have been a meter inaccuracy sufficient to require a payment adjustment, or if CAISO recalculates amounts due or owing in respect of prior periods. If the required adjustment is in favor of Buyer, Buyer's monthly payment shall be credited in an amount equal to the adjustment. If the required adjustment is in favor of Seller, Seller shall add the adjustment amount to Buyer's next monthly invoice. Adjustments in favor of either Buyer or Seller shall bear interest, until settled in full, in accordance with Section

8.2, accruing from the date on which the non-erring Party received Notice thereof.

8.5 Billing Disputes. Buyer or Seller may, in good faith, dispute the correctness of any invoice or any adjustment to an invoice rendered under this Agreement or adjust any invoice for any arithmetic or computational error within twelve (12) months of the date the invoice, or adjustment to an invoice, was rendered. In the event an invoice or portion thereof, or any other claim or adjustment arising hereunder, is disputed, payment of the undisputed portion of the invoice shall be required to be made when due. Any invoice dispute or invoice adjustment shall be in writing and shall state the basis for the dispute or adjustment. Payment of the disputed amount shall not be required until the dispute is resolved. Upon resolution of the dispute, any required payment shall be made within five ( 5) Business Days of such resolution along with interest accrued 38 43579360.9
at the Interest Rate from and including the original due date to but excluding the date paid.

Inadvertent overpayments shall be returned upon request or deducted by the party receiving such overpayment from subsequent payments, with interest accrued at the Interest Rate from and including the date of such overpayment to but excluding the date repaid or deducted by the party receiving such overpayment. Any dispute with respect to an invoice is waived if the other Party is not notified in accordance with this Section 8.5 within twelve ( 12) months after the invoice is rendered or subsequently adjusted, except to the extent any misinformation was from a third party not affiliated with any party and such third party corrects its information after the twelve-month period. If an invoice is not rendered within twelve (12) months after the close of the month during which performance occurred, the right to payment for such performance is waived.

8.6 Netting of Payments. The Parties hereby agree that they shall discharge undisputed mutual debts and payment obligations due and owing to each other on the same date through netting, in which case all amounts owed by each Party to the other Party for the purchase and sale of Product during the monthly billing period under this Agreement or otherwise arising out of this Agreement, including any related Negative LMP Credit, damages calculated pursuant to Section 4.3(b )(iii), Exhibit G, interest, and payments or credits, shall be netted so that only the excess amount remaining due shall be paid by the Party who owes it.

8.7 Seller's Development Security. To secure its obligations under this Agreement, Seller shall deliver Development Security to Buyer within ten (10) days of the later of: (a) the Effective Date or (b) the latest Effective Date of the Other Power Purchase Agreements. If the Development Security is not in the form of cash or Letter of Credit, it shall be substantially in the form set forth in Exhibit L. Seller shall maintain the Development Security in full force and effect until the earlier of (i) Seller's delivery of the Performance Security, or (ii) sixty (60) days after termination of this Agreement. Upon expiration of such maintenance obligation, Buyer shall return the Development Security to Seller, less the amounts drawn in accordance with this Agreement. If the Development Security is a Letter of Credit and the issuer of such Letter of Credit (i) fails to maintain a Credit Rating as set forth in the definition of Letter of Credit, (ii) indicates its intent not to renew such Letter of Credit and such Letter of Credit expires prior to the Commercial Operation Date, or (iii) fails to honor Buyer's properly documented request to draw on such Letter of Credit by such issuer, Seller shall have five (5) Business Days to either post cash, deliver a Guaranty from a Guarantor, or deliver a substitute Letter of Credit that meets the requirements set forth in the definition of Development Security. If the Development Security is a Guaranty and the Guarantor fails to maintain the requirements to qualify as a Guarantor hereunder, then Seller shall have five (5) Business Days to either post cash or deliver a Letter of Credit that meets the requirements set forth in the definition of Development Security. Seller shall not have any obligation to replenish any portion of the Development Security in the event the Development Security or any portion thereof is collected or drawn down by Buyer as permitted under this Agreement.

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

If the Performance Security is not in the form of cash or Letter of Credit, it shall be substantially in the form set forth in Exhibit L. Seller shall maintain the Performance Security in full force and effect until the following have occurred: (A) the Delivery Term has expired or terminated early; and (B) all payment obligations of the Seller arising under this Agreement, including compensation 39 43579360.9
for penalties, Termination Payment, indemnification payments or other damages are paid in full (whether directly or indirectly such as through set-off or netting). Following the occurrence of both events, Buyer shall promptly return to Seller the unused portion of the Performance Security.

If the Performance Security is a Letter of Credit and the issuer of such Letter of Credit (i) fails to maintain a Credit Rating as set forth in the definition of Letter of Credit, (ii) indicates its intent not to renew such Letter of Credit and such Letter of Credit expires prior to the Commercial Operation Date, or (iii) fails to honor Buyer's properly documented request to draw on such Letter of Credit by such issuer, Seller shall have five (5) Business Days to either post cash, deliver a Guaranty from a Guarantor, or deliver a substitute Letter of Credit that meets the requirements set forth in the definition of Performance Security. If the Performance Security is a Guaranty and the Guarantor fails to maintain the requirements to qualify as a Guarantor hereunder, then Seller shall have five (5) Business Days to either post cash or deliver a Letter of Credit that meets the requirements set forth in the definition of Development Security. Seller shall replenish the Performance Security within five (5) Business Days in the event Buyer collects or draws down any portion of the Performance Security for any reason permitted under this Agreement other than to satisfy a Termination Payment.

8.9 Financial Statements. In the event a Guaranty is provided as Performance Security in lieu of cash or a Letter of Credit, Seller shall provide to Buyer, or cause the Guarantor to provide to Buyer, unaudited quarterly and annual audited financial statements of the Guarantor (including a balance sheet and statements of income and cash flows), all prepared in accordance with generally accepted accounting principles in the United States, consistently applied. Seller shall be deemed to have satisfied the foregoing financial statement delivery requirement if unaudited and audited (as applicable) financial statements of the Guarantor are publicly available on the SEC EDGAR information retrieval system or on an Internet page maintained by such entity for those fiscal periods that such entity is required to prepare such statements under applicable law and exchange requirements.

8.10 First Priority Security Interest in Cash or Cash Equivalent Collateral. To secure its obligations under this Agreement, and until released as provided herein, Seller hereby grants to Buyer a present and continuing first-priority security interest ("Security Interest") in, and lien on (and right to net against), and assignment of the Development Security (to the extent provided in the form of cash), Performance Security (to the extent provided in the form of cash), any other cash collateral and cash equivalent collateral posted pursuant to Sections 8. 7 and 8.8 and any and all interest thereon or proceeds resulting therefrom or from the liquidation thereof, whether now or hereafter held by, on behalf of, or for the benefit of Buyer, and Seller agrees to take all action as Buyer reasonably requires in order to perfect Buyer's Security Interest in, and lien on (and right to net against), such collateral and any and all proceeds resulting therefrom or from the liquidation thereof.

Upon or any time after the occurrence of an Event of Default caused by Seller, an Early Termination Date resulting from an Event of Default caused by Seller, or an occasion provided for in this Agreement where Buyer is authorized to retain all or a portion of the Development Security or Performance Security, Buyer may do any one or more of the following (in each case subject to the final sentence of this Section 8.10):
40 43579360.9
(a) Exercise any of its rights and remedies with respect to the Development Security and Performance Security, including any such rights and remedies under law then in effect;
(b) Draw on any outstanding Letter of Credit issued for its benefit and retain any cash held by Buyer as Development Security or Performance Security; and (c) Liquidate all Development Security or Performance Security (as applicable) then held by or for the benefit of Buyer free from any claim or right of any nature whatsoever of Seller, including any equity or right of purchase or redemption by Seller.

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

8.11 No Additional Credit Support.

This Agreement sets forth the entirety of the agreement of the Parties regarding credit, collateral and adequate assurances. Except as expressly set forth herein, neither Party has or will have any obligation to post margin, provide letters of credit, pay deposits, make any other prepayments or provide any other financial assurances, in any form whatsoever, or will have reasonable grounds for insecurity with respect to the creditworthiness of a Party that is complying with the relevant provisions of this Agreement; and all implied rights relating to financial assurances arising from Section 2-609 of the Uniform Commercial Code or case law applying similar doctrines, are hereby waived.

ARTICLE9

NOTICES

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

9.2 Acceptable Means of Delivering Notice. Each Notice required, permitted, or contemplated hereunder shall be deemed to have been validly served, given or delivered as follows: (a) if sent by United States mail with proper first class postage prepaid, three (3) Business Days following the date of the postmark on the envelope in which such Notice was deposited in the United States mail; (b) if sent by a regularly scheduled overnight delivery carrier with delivery fees either prepaid or an arrangement with such carrier made for the payment of such fees, the next Business Day after the same is delivered by the sending Party to such carrier; ( c) if sent by electronic communication (including electronic mail, facsimile, or other electronic means) and if concurrently with the transmittal of such electronic communication the sending Party provides a copy of such electronic Notice by hand delivery or express courier, at the time indicated by the time stamp upon delivery; or ( d) if delivered in person, upon receipt by the receiving Party.

Notwithstanding the foregoing, Notices of outages or other scheduling or dispatch information or 41 43579360.9
requests may be sent by electronic communication and shall be considered delivered upon successful completion of such transmission.

10.1 Definition.

ARTICLE 10

FORCE MAJEURE
(a) "Force Maieure Event" means any act or event that delays or prevents a Party from timely performing all or a portion of its obligations under this Agreement or from complying with all or a portion of the conditions under this Agreement if such act or event, despite the exercise of reasonable efforts, cannot be avoided by and is beyond the reasonable control (whether direct or indirect) of and without the fault or negligence of the Party relying thereon as justification for such delay, nonperformance, or noncompliance. (b) Without limiting the generality of the foregoing, so long as the following events, despite the exercise of reasonable efforts, cannot be avoided by, and are beyond the reasonable control (whether direct or indirect) of and without the fault or negligence of the Party relying thereon as justification for such delay, nonperformance or noncompliance, a Force Majeure Event may include an act of God or the elements, such as flooding, hurricanes, tornadoes, or ice storms; explosion; fire; volcanic eruption; flood; epidemic (including COVID-19); landslide; mudslide; sabotage; terrorism; earthquake; or other cataclysmic events; an act of public enemy; war; blockade; civil insurrection; riot; civil disturbance; strikes or other labor difficulties caused or suffered by a Party or any third party except as set forth below; or a Curtailment Order directly caused by an independent Force Majeure Event.
(c) Notwithstanding the foregoing, the term "Force Maieure Event" does not include (i) economic conditions that render a Party's performance of this Agreement at the Contract Price unprofitable or otherwise uneconomic (including Buyer's ability to buy Energy at a lower price, or Seller's ability to sell Energy generated by the Facility at a higher price, than the Contract Price); (ii) Seller's inability to obtain permits or approvals of any type for the construction, operation, or maintenance of the Facility, except to the extent such inability is caused by an independent Force Majeure Event; (iii) the inability of a Party to make payments when due under this Agreement; (iv) a Curtailment Order, except to the extent directly caused by an independent Force Majeure Event; (v) Seller's inability to obtain sufficient labor, equipment, materials, or other resources to build or operate the Facility, except to the extent such inability is caused by an independent Force Majeure Event; (vi) a strike, work stoppage or labor dispute that is limited to any one or more of Seller, Seller's Affiliates, Seller's contractors, their subcontractors thereof or any other third party employed by Seller to work on the Facility; or (vii) any equipment failure except if such equipment failure is caused by an independent Force Majeure Event; or (viii) Seller's inability to achieve Construction Start of the Facility following the Guaranteed Construction Start Date or achieve Commercial Operation following the Guaranteed Commercial Operation Date, except to the extent caused by an independent Force Majeure Event.

10.2 No Liability If a Force Maieure Event Occurs. Neither Seller nor Buyer shall be liable to the other Party in the event it is prevented from performing its obligations hereunder in whole or in part due to a Force Majeure Event. The Party rendered unable to fulfill any 42 43579360.9
obligation by reason of a Force Majeure Event shall take reasonable actions necessary to remove such inability with due speed and diligence. Nothing herein shall be construed as permitting that Party to continue to fail to perform after said cause has been removed. The obligation to use due speed and diligence shall not be interpreted to require resolution of labor disputes by acceding to demands of the opposition when such course is inadvisable in the discretion of the Party having such difficulty. Neither Party shall be considered in breach or default of this Agreement if and to the extent that any failure or delay in the Party's performance of one or more of its obligations hereunder is caused by a Force Majeure Event. The occurrence and continuation of a Force Majeure Event shall not suspend or excuse the obligation of a Party to make any payments due hereunder.

10.3 Notice. In the event of any delay or nonperformance resulting from a Force Majeure Event, the Party suffering the Force Majeure Event shall (a) as soon as practicable, notify the other Party in writing of the nature, cause, estimated date of commencement thereof, and the anticipated extent of any delay or interruption in performance, and (b) notify the other Party in writing of the cessation or termination of such Force Majeure Event, all as known or estimated in good faith by the affected Party; provided, however, that a Party's failure to give timely Notice shall not affect such Party's ability to assert that a Force Majeure Event has occurred unless the delay in giving Notice materially prejudices the other Party.

10.4 Termination Followine Force Maieure Event. If a Force Majeure Event has occurred that has caused either Party to be wholly or partially unable to perform its obligations hereunder, and has continued for a consecutive twelve (12) month period (or five hundred forty five (545) consecutive days in the event that the Force Majeure Event renders inoperable the Facility's main transformer), then the non-claiming Party may terminate this Agreement upon written Notice to the other Party with respect to the Facility experiencing the Force Majeure Event.

Upon any such termination, the non-claiming Party shall have no liability to the Party claiming Force Majeure Event, save and except for those obligations specified in Section 2.l(b).

ARTICLE 11
DEFAULTS; REMEDIES; TERMINATION

11.1 Events of Default. An "Event of Default" shall mean, (a) with respect to a Party (the "Defaultine Party") that is subject to the Event of Default the occurrence of any of the following:
(i) the failure by such Party to make, when due, any payment required pursuant to this Agreement and such failure is not remedied within ten (10) Business Days after Notice thereof;
(ii) any representation or warranty made by such Party herein is false or misleading in any material respect when made or when deemed made or repeated, and such default is not remedied within thirty (30) days after Notice thereof; (iii) the failure by such Party to perform any material covenant or obligation set forth in this Agreement ( except to the extent constituting a separate Event of Default) and such failure is not remedied within thirty (30) days after Notice thereof; 43 43579360.9
(iv) such Party becomes Bankrupt;
(v) such Party assigns this Agreement or any of its rights hereunder other than in compliance with Section 14.3, as applicable; or (vi) such Party consolidates or amalgamates with, or merges with or into, or transfers all or substantially all of its assets to, another entity and, at the time of such consolidation, amalgamation, merger or transfer, the resulting, surviving or transferee entity fails to assume all the obligations of such Party under this Agreement to which it or its predecessor was a party by operation of Law or pursuant to an agreement reasonably satisfactory to the other Party. (vii) with respect to any Guaranty provided for the benefit of a Party, the failure by the posting Party to provide for the benefit of the other Party either ( 1) cash, (2) a replacement Guaranty from a different Guarantor meeting the criteria set forth in the definition of Guarantor, or (3) a replacement Letter of Credit from an issuer meeting the criteria set forth in the definition of Letter of Credit, in each case, in the amount required hereunder within ten (10) Business Days after the posting Party receives Notice of the occurrence of any of the following events:
(A) if any representation or warranty made by the Guarantor in connection with this Agreement is false or misleading in any material respect when made or when deemed made or repeated, and such default is not remedied within thirty (30) days after Notice thereof;
(B) the failure of the Guarantor to make any payment required or to perform any other material covenant or obligation in any Guaranty; (C) the Guarantor becomes Bankrupt;
(D) the Guarantor shall fail to meet the criteria for an acceptable Guarantor as set forth in the definition of Guarantor;
(E) the failure of the Guaranty to be in full force and effect ( other than in accordance with its terms) prior to the indefeasible satisfaction of all obligations of Seller hereunder; or
(F) the Guarantor shall repudiate, disaffirm, disclaim, or reject, in whole or in part, or challenge the validity of any Guaranty; or (viii) with respect to any outstanding Letter of Credit provided for the benefit of a Party that is not then required under this Agreement to be canceled or returned, the failure by the posting Party to provide for the benefit of the other Party either ( 1) cash, or (2) a substitute Letter of Credit from a different issuer meeting the criteria set forth in the definition of Letter of Credit, in each case, in the amount required hereunder within five (5) Business Days after the posting Party receives Notice of the occurrence of any of the following events:
(A) the issuer of the outstanding Letter of Credit shall fail to maintain a Credit Rating of at least "A-" by S&P or "A3" by Moody's; 44 43579360.9
(B) the issuer of such Letter of Credit becomes Bankrupt; (C) the issuer of the outstanding Letter of Credit shall fail to comply with or perform its obligations under such Letter of Credit and such failure shall be continuing after the lapse of any applicable grace period permitted under such Letter of Credit; (D) the issuer of the outstanding Letter of Credit shall fail to honor a properly documented request to draw on such Letter of Credit; (E) the issuer of the outstanding Letter of Credit shall disaffirm, disclaim, repudiate or reject, in whole or in part, or challenge the validity of, such Letter of Credit; (F) such Letter of Credit fails or ceases to be in full force and effect at any time; or
(G) Seller shall fail to renew or cause the renewal of each outstanding Letter of Credit on a timely basis as provided in the relevant Letter of Credit and as provided in accordance with this Agreement, and in no event less than thirty (30) days prior to the expiration of the outstanding Letter of Credit.
following:
(b) with respect to Seller as the Defaulting Party, the occurrence of any of the (i) if at any time, Seller delivers or attempts to deliver Energy to the Delivery Point for sale under this Agreement that was not generated by the Facility; (ii) the failure by Seller to begin deliveries of Product by the Delivery Term Start Date, and such failure is not remedied within thirty (30) days after notice thereof; (iii) if, the Adjusted Energy Production amount is not at least seventy percent (70%) of the Expected Energy amount for two consecutive Contract Years; (iv) failure by Seller to satisfy the collateral requirements pursuant to Sections 8.7 or 8.8, including the failure to replenish the Development Security or Performance Security amount in accordance with this Agreement in the event Buyer draws against either for any reason other than to satisfy a Damage Payment or a Termination Payment; or (v) failure by Seller to obtain Full Capacity Deliverability Status within 60 days after the FCDS Finding Deadline, pursuant to Section 3.9.

11.2 Remedies; Declaration of Earlv Termination Date. If an Event of Default with respect to a Defaulting Party shall have occurred and be continuing, the other Party ("Non Defaulting Party") shall have the following rights:
(a) to send Notice, designating a day, no earlier than the day such Notice is deemed to be received and no later than twenty (20) days after such Notice is deemed to be received, as an early termination date of this Agreement ("Early Termination Date") that 45 43579360.9
terminates this Agreement (the "Terminated Transaction") and ends the Delivery Term effective as of the Early Termination Date;
(b) to accelerate all amounts owing between the Parties, and to collect as liquidated damages either (i) the Damage Payment (in the case of an Event of Default by Seller occurring before the Delivery Term Start Date) or (ii) the Termination Payment calculated in accordance with Section 11.3 below (in the case of any other Event of Default by either Party); ( c) to withhold any payments due to the Defaulting Party under this Agreement; ( d) to suspend performance; and
( e) to exercise any other right or remedy available at law or in equity, including specific performance or injunctive relief, except to the extent such remedies are expressly limited under this Agreement; provided, that payment by the Defaulting Party of the Damage Payment or Termination Payment, as applicable, shall constitute liquidated damages and the Non-Defaulting Party's sole and exclusive remedy for any Terminated Transaction and the Event of Default related thereto.

11.3 Termination Payment. The Termination Payment ("Termination Payment") for a Terminated Transaction shall be the aggregate of all Settlement Amounts plus any or all other amounts due to the Non-Defaulting Party netted into a single amount. The Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Settlement Amount for the Terminated Transaction as of the Early Termination Date. In no event shall the Non-Defaulting Party owe any Termination Payment to the Defaulting Party. Third parties supplying information for purposes of the calculation of Gains or Losses may include, without limitation, dealers in the relevant markets, end-users of the relevant product, information vendors and other sources of market information. The Settlement Amount shall not include consequential, incidental, punitive, exemplary, indirect or business interruption damages; provided, however, that any lost Capacity Attributes and Green Attributes shall be deemed direct damages covered by this Agreement.

Without prejudice to the Non-Defaulting Party's duty to mitigate, the Non-Defaulting Party shall not have to enter into replacement transactions to establish a Settlement Amount. Each Party agrees and acknowledges that (a) the actual damages that the Non-Defaulting Party would incur in connection with a Terminated Transaction would be difficult or impossible to predict with certainty, (b) the Termination Payment described in this Section is a reasonable and appropriate approximation of such damages, and (c) the Termination Payment described in this Section is the exclusive remedy of the Non-Defaulting Party in connection with a Terminated Transaction but shall not otherwise act to limit any of the Non-Defaulting Party's rights or remedies if the Non Defaulting Party does not elect a Terminated Transaction as its remedy for an Event of Default by the Defaulting Party.

11.4 Notice of Payment of Termination Payment. As soon as practicable after a Terminated Transaction, Notice shall be given by the Non-Defaulting Party to the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is due to the Non-Defaulting Party. The Notice shall include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Termination Payment 46 43579360.9
shall be made to the Non-Defaulting Party, as applicable, within ten (10) Business Days after such Notice is effective.

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

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

11. 7 Mitigation. Any Non-Defaulting Party shall be obligated to mitigate its Costs, Losses and damages resulting from any Event of Default of the other Party under this Agreement.

11.8 Limitations on Seller's and Seller's Affiliates' Ability to Make or Agree to Third Party Sales from the Facility after Specified Termination. (a) If this Agreement is terminated as provided in Section 2.3(c)(iii) or if Seller terminates this Agreement as provided in Section I 0.4 (based on a Force Majeure Event as to which Seller is the claiming Party and the terminating Party), then, subject to Section l l .8(b ), neither Seller nor Seller's Affiliates may sell, or enter into a contract to sell Energy, or Green Attributes generated by, associated with or attributable to a generating facility installed at the Site to a party other than Buyer for a period of two (2) years following the effective date of such termination (the "Restricted Period").
(b) The prohibitions on contracting, transfer and sale set forth in Section l l.8(a) and Section l l.8(c) will not apply if, before entering into such contract or making a sale to a party other than Buyer, Seller or Seller's Affiliate provides Buyer with a written offer to sell Product to Buyer at the Contract Price and on other terms and conditions materially similar to the terms and conditions contained in this Agreement and Buyer fails to accept such offer within sixty (60) days after Buyer's receipt thereof.
(c) Neither Seller nor Seller's Affiliates may sell or transfer the Facility, or any part thereof, or land rights or interests in the Site during the Restricted Period (to the extent the prohibitions in Section l l .8(a) applies), unless the transferee agrees to be bound by the terms set forth in this Section 11.8 pursuant to a written agreement approved by Buyer. Upon termination of this Agreement pursuant to the Sections referenced in the first paragraph of this Section 11. 8, Seller shall deliver a Notice of Buyer's rights in respect of the Site, in the form attached hereto as Exhibit P, that Buyer may record giving notice of Buyer's rights under Section 11.8. In the event Buyer fails to accept an offer by Seller pursuant to Section l l .8(b ), then Buyer hereby authorizes Seller to execute and record a termination statement releasing any rights, liens or encumbrances on Seller's ownership interest or property (including the Facility) arising out of this Agreement. 47 43579360.9
( d) Seller shall indemnify, defend and hold harmless Buyer from all benefits lost and other damages sustained by Buyer as a result of any breach of the covenants contained within this Section 11.8.

ARTICLE 12
LIMITATION OF LIABILITY AND EXCLUSION OF WARRANTIES.

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

EXPRESS REMEDY OR MEASURE OF DAMAGES HEREIN, NEITHER PARTY SHALL BE

LIABLE TO THE OTHER OR ITS INDEMNIFIED PERSONS FOR ANY SPECIAL,

PUNITIVE, EXEMPLARY, INDIRECT, OR CONSEQUENTIAL DAMAGES, OR LOSSES OR

DAMAGES FOR LOST REVENUE OR LOST PROFITS, WHETHER FORESEEABLE OR

NOT, ARISING OUT OF, OR IN CONNECTION WITH THIS AGREEMENT, BY STATUTE, IN TORT OR CONTRACT, UNDER ANY INDEMNITY PROVISION OR OTHERWISE.

12.2 Waiver and Exclusion of Other Damages. THE PARTIES CONFIRM THAT

THE EXPRESS REMEDIES AND MEASURES OF DAMAGES PROVIDED IN THIS AGREEMENT SATISFY THE ESSENTIAL PURPOSES HEREOF. ALL LIMITATIONS OF

LIABILITY CONTAINED IN THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION,

THOSE PERTAINING TO SELLER'S LIMITATION OF LIABILITY AND THE PARTIES'

W AIYER OF CONSEQUENTIAL DAMAGES, SHALL APPLY EVEN IF THE REMEDIES

FOR BREACH OF WARRANTY PROVIDED IN THIS AGREEMENT ARE DEEMED TO "FAIL OF THEIR ESSENTIAL PURPOSE" OR ARE OTHERWISE HELD TO BE INVALID OR UNENFORCEABLE.

FOR BREACH OF ANY PROVISION FOR WHICH AN EXPRESS REMEDY OR MEASURE

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

SHALL BE THE SOLE AND EXCLUSIVE REMEDY, THE OBLIGOR'S LIABILITY SHALL

BE LIMITED AS SET FORTH IN SUCH PROVISION, AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED.

IF THE AGREEMENT IS TERMINATED PRIOR TO THE DELIVERY TERM ST ART DA TE

IN ACCORDANCE WITH THIS AGREEMENT, SELLER'S AGGREGATE LIABILITY

UNDER THIS AGREEMENT (EXCLUDING ANY LIABILITY FOR INDEMNIFICATION UNDER SECTION 16.1) SHALL BE LIMITED TO THE AMOUNT OF THE DEVELOPMENT

SECURITY AND SUCH DEVELOPMENT SECURITY AMOUNT SHALL BE BUYER'S

SOLE AND EXCLUSIVE REMEDY OR MEASURE OF DAMAGES ARISING OUT OF THIS AGREEMENT.

IF NO REMEDY OR MEASURE OF DAMAGES IS EXPRESSLY PROVIDED HEREIN, THE OBLIGOR'S LIABILITY SHALL BE LIMITED TO DIRECT DAMAGES ONLY. THE

VALUE OF ANY TAX BENEFITS, DETERMINED ON AN AFTER-TAX BASIS, LOST DUE

TO BUYER'S DEFAULT (WHICH SELLER HAS NOT BEEN ABLE TO MITIGATE AFTER

USE OF REASONABLE EFFORTS) AND AMOUNTS DUE IN CONNECTION WITH THE

RECAPTURE OF ANY RENEWABLE ENERGY INCENTIVES, IF ANY, SHALL BE DEEMED TO BE DIRECT DAMAGES.
48 43579360.9

TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, INCLUDING UNDER SECTIONS 2.3, 3.3, 3.9, 4.7, 11.2, 8.1 AND 11.3, AND AS PROVIDED IN SECTION 2.3(c) AND EXHIBIT G, THE PARTIES ACKNOWLEDGE

THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, THAT

OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT, AND THAT

THE LIQUIDATED DAMAGES CONSTITUTE A REASONABLE APPROXIMATION OF THE ANTICIPATED HARM OR LOSS. IT IS THE INTENT OF THE PARTIES THAT THE

LIMITATIONS HEREIN IMPOSED ON REMEDIES AND THE MEASURE OF DAMAGES

BE WITHOUT REGARD TO THE CAUSE OR CAUSES RELATED THERETO, INCLUDING

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

THE PARTIES ACKNOWLEDGE AND AGREE THAT MONEY DAMAGES AND THE

EXPRESS REMEDIES PROVIDED FOR HEREIN ARE AN ADEQUATE REMEDY FOR THE

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

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

ARTICLE 13
REPRESENTATIONS AND WARRANTIES; AUTHORITY

13.1 Seller's Representations and Warranties. As of the Effective Date, Seller represents and warrants as follows:
(a) Seller is a limited liability company, duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation, and is qualified to conduct business in each jurisdiction where the failure to so qualify would have a material adverse effect on the business or financial condition of Seller.
(b) Seller has the power and authority to enter into and perform this Agreement and is not prohibited from entering into this Agreement or discharging and performing all covenants and obligations on its part to be performed under and pursuant to this Agreement, except where such failure does not have a material adverse effect on Seller's performance under this Agreement. The execution, delivery and performance of this Agreement by Seller has been duly authorized by all necessary corporate action on the part of Seller and does not and will not require the consent of any trustee or holder of any indebtedness or other obligation of Seller or any other party to any other agreement with Seller.
( c) The execution and delivery of this Agreement, consummation of the transactions contemplated herein, and fulfillment of and compliance by Seller with the provisions of this Agreement will not conflict with or constitute a breach of or a default under any Law presently in effect having applicability to Seller, subject to any permits that have not yet been obtained by Seller, the documents of formation of Seller or any outstanding trust indenture, deed of trust, mortgage, loan agreement or other evidence of indebtedness or any other agreement or instrument to which Seller is a party or by which any of its property is bound. 49 43579360.9
( d) This Agreement has been duly executed and delivered by Seller. This Agreement is a legal, valid and binding obligation of Seller enforceable in accordance with its terms, except as limited by laws of general applicability limiting the enforcement of creditors' rights or by the exercise of judicial discretion in accordance with general principles of equity. ( e) The Facility is located in the State of California.

13.2 Buyer's Representations and Warranties. As of the Effective Date, Buyer represents and warrants as follows:
(a) Buyer is an entity duly organized, validly existing and in good standing under the applicable laws of the jurisdiction in which it was formed. (b) Buyer has the power and authority to enter into and perform this Agreement and is not prohibited from entering into this Agreement or discharging and performing all covenants and obligations on its part to be performed under and pursuant to this Agreement. Buyer has all regulatory authorizations necessary for it to legally perform its obligations under this Agreement. The execution, delivery and performance of this Agreement by Buyer (i) has been duly authorized by all necessary action to the valid execution, delivery and performance of this Agreement, including without limitation, competitive bidding, public notice, election, referendum, prior appropriation or other required procedures as required under any Law presently in effect having applicability to Buyer, (ii) are for a proper public purpose within the meaning of Article XI of the California Constitution, as it may be amended, restated, or modified from time to time ("Article XI"), all other relevant constitutional, organic, or other governing documents and any other Law presently in effect having applicability to Buyer and (iii) does not and will not require the consent of any trustee or holder of any indebtedness or other obligation of Buyer or any other party to any other agreement with Buyer.
( c) The execution and delivery of this Agreement, consummation of the transactions contemplated herein, and fulfillment of and compliance by Buyer with the provisions of this Agreement will not conflict with or constitute a violation of, breach of, or a default under (i) Article XI or any other Law presently in effect having applicability to Buyer, including but not limited to competitive bidding, public notice, open meetings, election, referendum, or prior appropriation requirements, or (ii) any outstanding trust indenture, deed of trust, mortgage, loan agreement or other evidence of indebtedness or any other agreement or instrument to which Buyer is a party or by which any of its property is bound, and Buyer's obligations to make payments hereunder are unsubordinated obligations and such payments are operating and maintenance costs (or similar designation) of Buyer which enjoy first priority of payment at all times under any and all bond ordinances or indentures to which it is a party, the Article XI, all other relevant constitutional, organic or other governing documents and any other Law presently in effect having applicability to Buyer.
( d) The term of this Agreement does not extend beyond any applicable limitation imposed by Article XI or any other Law presently in effect having applicability to Buyer. ( e) This Agreement has been duly executed and delivered by Buyer. This Agreement is a legal, valid and binding obligation of Buyer enforceable in accordance with its 50 43579360.9
terms, except as limited by laws of general applicability limiting the enforcement of creditors' rights or by the exercise of judicial discretion in accordance with general principles of equity. (f) The law of the State authorizes suits based on contract against Buyer, and Buyer agrees that it will not assert any immunity on the grounds of sovereignty or similar grounds that Buyer may have as a governmental entity against such lawsuits filed (including sovereign immunity from suit or liability) in State court relating to Buyer's contractual obligations under this Agreement. Notwithstanding the foregoing, any claims against the City of Victorville shall be filed in accordance with the California Government Claims Act ( Cal. Gov 't Code 810 et seq.) (g) Buyer is an LSE (as such term is defined under the CAISO Tariff) and all Product acquired under this Agreement is initially for re-sale to its customers; provided, however, this representation does not limit Buyer's rights to sell some or all of the Product to other third parties or assign this Agreement as provided herein.

13. 3 General Covenants. Each Party covenants that commencing on the Effective Date and continuing throughout the Contract Term:
(a) It shall continue to be duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation and to be qualified to conduct business in each jurisdiction where the failure to so qualify would have a material adverse effect on its business or financial condition;
(b) It shall maintain ( or obtain from time to time as required) all regulatory authorizations necessary for it to legally perform its obligations under this Agreement; ( c) It shall perform its obligations under this Agreement in compliance with all terms and conditions in its governing documents and any contracts to which it is a party and in material compliance with any Law; and
( d) The law of the State authorizes suits based on contract against Buyer, and Buyer agrees that it will not assert any immunity on the grounds of sovereignty or similar grounds that Buyer may have as a governmental entity against such lawsuits filed (including sovereign immunity from suit or liability) in State court relating to Buyer's contractual obligations under this Agreement. Notwithstanding the foregoing, any claims against the City of Victorville shall be filed in accordance with the California Government Claims Act (Cal. Gov't Code 810 et seq.) ARTICLE 14

ASSIGNMENT

14.1 General Prohibition on Assignments. Except as provided below, neither Party may voluntarily assign this Agreement or its rights or obligations under this Agreement, without the written consent of the other Party, which consent shall not be unreasonably withheld. Any assignment made without required written consent, or in violation of the conditions to assignment set out below, shall be null and void. Seller shall be responsible for Buyer's costs associated with the preparation, review, execution and delivery of documents in connection with any assignment of this Agreement, including without limitation reasonable attorneys' fees. Buyer will have no obligation to provide any consent, or enter into any agreement, that materially and adversely affects 51 43579360.9
any of Buyer's rights, benefits, risks or obligations under this Agreement.

14.2 Permitted Assignment; Change of Control.
( a) Seller may, without the prior written consent of Buyer, transfer or assign this Agreement to: (i) an Affiliate of Seller; or (ii) subject to Section 14.3, a Lender as collateral.

Any Change of Control of Seller (whether voluntary or by operation of Law) shall be deemed an assignment under this Article 14 and will require the prior written consent of Buyer, which consent shall not be unreasonably withheld. If Buyer does not respond to a Notice given by Seller of a Change of Control within thirty (30) days after Buyer's receipt of same, Buyer shall be deemed to have given consent to the Change of Control.

14.3 Collateral Assignment. Subject to the provisions of this Section 14.3, Seller has the right to assign this Agreement as collateral for any financing or refinancing of the Facility. In connection with any financing or refinancing of the Facility by Seller, Buyer shall (i) in good faith work with Seller and Lender to agree upon a consent to collateral assignment of this Agreement ("Collateral Assignment Agreement") and (ii) use its commercially reasonable efforts to provide such cooperation as may be reasonably requested by Seller or Lender, including providing reasonably requested documentation and certifications. Seller shall pay any out-of-pocket expenses incurred by Buyer in connection with Buyer's compliance with clause (ii) above. The Collateral Assignment Agreement must be in form and substance agreed to by Buyer, Seller and Lender, and must include, among others, the following provisions (together with such other commercially reasonable provisions required by any Lender, that are reasonably acceptable to Buyer):
(a) Buyer shall give Notice of an Event of Default by Seller, to the person(s) to be specified by Lender in the Collateral Assignment Agreement, before exercising its right to terminate this Agreement as a result of such Event of Default; (b) Following an Event of Default by Seller under this Agreement, Buyer may require Seller or Lender to provide to Buyer a report concerning:
the Event of Default;
(i) The status of efforts by Seller or Lender to develop a plan to cure (ii) Impediments to the cure plan or its development;
(iii) If a cure plan has been adopted, the status of the cure plan's implementation (including any modifications to the plan as well as the expected timeframe within which any cure is expected to be implemented); and
(iv) Any other information which Buyer may reasonably require related to the development, implementation and timetable of the cure plan. (v) Seller or Lender must provide the report to Buyer within ten (I 0) Business Days after Notice from Buyer requesting the report. Buyer will have no further right to require the report with respect to a particular Event of Default after that Event of Default has been cured;
52 43579360.9
( c) Lender will have the right to cure an Event of Default on behalf of Seller, only if Lender sends a written notice to Buyer before the end of any cure period indicating Lender's intention to cure. Lender must remedy or cure the Event of Default within ninety (90) days following the expiration of the applicable cure period under this Agreement; provided, such cure period shall not exceed more than one hundred and eighty (180) days. Notwithstanding the foregoing, if possession of the Facility is necessary to cure such Event of Default, Lender has commenced foreclosure proceedings within one hundred eighty (180) days after receipt of Notice of the Event of Default from Buyer, and Lender is making diligent and consistent efforts to complete such foreclosure, take possession of the Facility and promptly cure the Event of Default, Lender or its designee( s) or assignee( s) will be allowed a reasonable period of time to complete such foreclosure proceedings, take possession of the Facility, and cure such Event of Default; ( d) Lender will have the right to consent before any termination of this Agreement which does not arise out of an Event of Default; ( e) Lender will receive prior Notice of and shall have the right to prior approval of material amendments to this Agreement, which approval will not be unreasonably withheld, delayed or conditioned;
(f) If Lender, directly or indirectly, takes possession of, or title to the Facility (including possession by a receiver or title by foreclosure or deed in lieu of foreclosure), Lender must assume all of Seller's obligations arising under this Agreement and all related agreements (subject to such limits on liability as are mutually agreed to by Seller, Buyer and Lender as set forth in the Collateral Assignment Agreement); provided, that, Lender will have no personal liability for any monetary obligations of Seller under this Agreement which are due and owing to Buyer as of the assumption date;provided, however, that before such assumption, if Buyer advises Lender that Buyer will require that Lender cure ( or cause to be cured) any Event of Default existing as of the possession date in order to avoid the exercise by Buyer (in its sole discretion) of Buyer's right to terminate this Agreement with respect to such Event of Default, then Lender at its option, and in its sole discretion, may elect to either:
(i) Cause such Event of Default to be cured, or
(ii) Not assume this Agreement in which case this Agreement terminates unimpeded either by operation of law or the terms of this Agreement, as applicable; (g) If Lender elects to sell or transfer the Facility (after Lender, directly or indirectly, takes possession of or title to the Facility), or sale of the Facility occurs through the actions of Lender (for example, a foreclosure sale where a third party is the buyer, or otherwise), then Lender must cause the transferee or buyer to assume all of Seller's obligations arising under this Agreement and all related agreements from and after the assumption date as a condition of the sale or transfer.

Such sale or transfer may be made only to an entity that meets the definition of Permitted Transferee; and
(h) If this Agreement is rejected in Seller's Bankruptcy or otherwise terminated in connection therewith and if Lender or its designee, directly or indirectly, takes possession of, or title to, the Facility (including possession by a receiver or title by foreclosure or deed in lieu of 53 43579360.9
foreclosure), Lender must itself or must cause its designee to promptly enter into a new agreement with Buyer having substantially the same terms as this Agreement.

ARTICLE 15

DISPUTE RESOLUTION

15.1 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.

15.2 Dispute Resolution. Each of Seller or Buyer shall appoint a representative to coordinate with the other Party the implementation of this Agreement ( each a "Representative" and collectively the "Representatives"). If any dispute arises with respect to any Party's performance hereunder, the Representatives shall meet to attempt to resolve such dispute, either in person or by telephone, within five (5) Business Days after the written request of either Representative. If the Representatives are unable to resolve such dispute within thirty (30) Days after their initial meeting (in person or by telephone), senior officers or executives of Buyer and senior officers or executives of Seller shall meet, either in person or by telephone, within ten ( 10) Business Days after either Representative provides written notice that the Representatives have been unable to resolve such dispute. If such senior officers or executives are unable to resolve such dispute within thirty (30) Days after their initial meeting (in person or by telephone), either Party may seek any and all remedies available to it at Law or in equity, subject to the limitations set forth in this Agreement.

16.1 Indemnification.

ARTICLE 16

INDEMNIFICATION
(a) Each Party (the "Indemnifying Party") agrees to indemnify, defend and hold harmless the other Party and its Affiliates, directors, officers, employees and agents ( collectively, the "Indemnified Party") from and against all claims, demands, losses, liabilities, penalties, and expenses of any kind or nature (including any direct damage, claim, cost, charge, demand, or expense, and reasonable attorneys' fees and other costs oflitigation, mediation, and in the case of third-party claims only, indirect and consequential loss or damage), arising out of or in connection with:
(i) personal injury or death to Persons and damage to the property of any third party to the extent arising out of, resulting from, or caused by (A) the negligent or willful misconduct of the Indemnifying Party, its Affiliates, its directors, officers, employees, or agents or (B) the Energy generated by the Facility during the period that the Indemnifying Party has title and risk of loss to such Energy in accordance with Section 4.2 ( except to the extent such personal injury or death of Persons or such damage to the property of a third party is within the scope of the other Party's indemnity obligations under Section 16.1 (a)(i)(A)); and 54 43579360.9
(ii) in the case of indemnification by Buyer, any breach by Buyer of its representations and warranties in Section 13.2.
(b) Nothing in this Section 16.1 shall enlarge or relieve Seller or Buyer of any liability to the other for any breach of this Agreement. Neither Party shall be indemnified for its damages to the extent resulting from its sole negligence, intentional acts or willful misconduct.

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

16.2 Claims. Promptly after receipt by a Party of any claim or Notice of the commencement of any action, administrative, or legal proceeding, or investigation as to which the indemnity provided for in this Article 16 may apply, the Indemnified Party shall notify the Indemnifying Party in writing of such fact. The Indemnifying Party shall assume the defense thereof with counsel designated by such Party and satisfactory to the Indemnified Party,provided, however, that if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to, or inconsistent with, those available to the Indemnifying Party, the Indemnified Party shall have the right to select and be represented by separate counsel, at the Indemnifying Party's expense, unless a liability insurer is willing to pay such costs. If the Indemnifying Party fails to assume the defense of a claim meriting indemnification, the Indemnified Party may at the expense of the Indemnifying Party contest, settle, or pay such claim, provided that settlement or full payment of any such claim may be made only following consent of the Indemnifying Party or, absent such consent, written opinion of the Indemnified Party's counsel that such claim is meritorious or warrants settlement. Except as otherwise provided in this Article 16, in the event that a Party is obligated to indemnify and hold the other Party and its successors and assigns harmless under this Article 16, the amount owing to the Indemnified Party will be the amount of the Indemnified Party's damages net of any insurance proceeds received by the Indemnified Party following a reasonable effort by the Indemnified Party to obtain such insurance proceeds.
17 .1 Insurance.

ARTICLE 17

INSURANCE
(a) General Liability. Seller shall maintain, or cause to be maintained at its sole expense, (i) commercial general liability insurance, including products and completed operations and personal injury insurance, in a minimum amount of One Million Dollars ($1,000,000) per occurrence, and an annual aggregate of not less than Two Million Dollars ($2,000,000), endorsed to provide contractual liability in said amount, specifically covering Seller's obligations under this Agreement and naming Buyer as an additional insured; and (ii) an umbrella insurance policy in a minimum limit of liability of Five Million Dollars ($5,000,000) Defense costs shall be provided as an additional benefit and not included within the limits of liability. Such insurance shall contain standard cross-liability and severability of interest prov1s1ons.
55 43579360.9
(b) Employer's Liability Insurance. Seller's Employers' Liability insurance shall not be less than One Million Dollars ($1,000,000.00) for injury or death occurring as a result of each accident. With regard to bodily injury by disease, the One Million Dollar ($1,000,000) policy limit will apply to each employee.
(c) Workers Compensation Insurance. Seller, if it has employees, shall also maintain at all times during the Contract Term workers' compensation and employers' liability insurance coverage in accordance with applicable requirements of Law. ( d) Business Auto Insurance. Seller shall maintain at all times during the Contract Term business auto insurance for bodily injury and property damage with limits of One Million Dollars ($1,000,000) per occurrence. Such insurance shall cover liability arising out of Seller's use of all owned (if any), non-owned and hired vehicles, including trailers or semi-trailers in the performance of the Agreement.
( e) Subcontractor Insurance. Seller shall require all of its subcontractors to carry: (i) comprehensive general liability insurance with a combined single limit of coverage not less than One Million Dollars ($1,000,000); (ii) workers' compensation insurance and employers' liability coverage in accordance with applicable requirements of Law; and (iii) business auto insurance for bodily injury and property damage with limits of one million dollars ($1,000,000) per occurrence. All subcontractors shall name Seller as an additional insured to insurance carried pursuant to clauses ( e )(i) and ( e )(iii). All subcontractors shall provide a primary endorsement and a waiver of subrogation to Seller for the required coverage pursuant to this Section 17 .1 ( e ). (f) Evidence of Insurance. Within ten (I 0) days after execution of the Agreement and upon annual renewal thereafter, Seller shall deliver to Buyer certificates of insurance evidencing such coverage. These certificates shall specify that Buyer shall be given at least thirty (30) days prior Notice by Seller in the event of any material modification, cancellation or termination of coverage. Such insurance shall be primary coverage without right of contribution from any insurance of Buyer. Any other insurance maintained by Seller is for the exclusive benefit of Seller and shall not in any manner inure to the benefit of Buyer. Seller shall also comply with all insurance requirements by any renewable energy or other incentive program administrator or any other applicable authority.
(g) Failure to Comply with Insurance Requirements. If Seller fails to comply with any of the provisions of this Article 17, Seller, among other things and without restricting Buyer's remedies under the Law or otherwise, shall, at its own cost and expense, act as an insurer and provide insurance in accordance with the terms and conditions above. With respect to the required general liability, umbrella liability and commercial automobile liability insurance, Seller shall provide a current, full and complete defense to Buyer, its subsidiaries and Affiliates, and their respective officers, directors, shareholders, agents, employees, assigns, and successors in interest, in response to a third-party claim in the same manner that an insurer would have, had the insurance been maintained in accordance with the terms and conditions set forth above. In addition, alleged violations of the provisions of this Article 17 means that Seller has the initial burden of proof regarding any legal justification for refusing or withholding coverage and Seller shall face the same liability and damages as an insurer for wrongfully refusing or withholding coverage in accordance with the laws of California.
56 43579360.9
ARTICLE 18

CONFIDENTIAL INFORMATION

18.1 Duty to Maintain Confidentiality.
(a) Each Party agrees, and shall use reasonable efforts to cause its parent, subsidiary and Affiliates, and its and their respective directors, officers, employees and representatives, as a condition to receiving confidential information hereunder, to keep confidential, except as required by Law, including without limitation the California Public Records Act (Government Code §§ 6250 et seq, "CPRA"), all documents, data (including operating data provided in connection with the scheduling of energy or otherwise pursuant to this Agreement), drawings, studies, projections, plans and other written information that relate to economic benefits to, or amounts payable by, any Party under this Agreement, that are clearly marked "Confidential" at the time a Party shares such information with the other Party ("Confidential Information").

For purposes of this Section 18.1, the term "Affiliates", in respect of Seller, shall not include those entities or their respective subsidiaries that operate behind an "information wall" applicable to Seller, including without limitation, Brookfield Public Securities Group LLC, Oaktree Capital Group, LLC, Atlas OCM Holdings, LLC and their respective subsidiaries. The provisions of this Section 18. l shall survive and shall continue to be binding upon the Parties for a period of two (2) years following the date of termination or expiration of this Agreement. Notwithstanding the foregoing, information shall not be considered Confidential Information if such information (i) is disclosed with the prior written consent of the originating Party, (ii) was in the public domain prior to disclosure or is or becomes publicly known or available other than through the action of the receiving Party in violation of this Agreement, (iii) was lawfully in a Party's possession or acquired by a Party outside of this Agreement, which acquisition was not known by the receiving Party to be in breach of any confidentiality obligation, or (iv) is developed independently by a Party based solely on information that is not considered confidential under this Agreement. (b) Subject to the CPRA, either Party may, without violating this Section 18.1, disclose matters that are made confidential by this Agreement:
(i) to its counsel, accountants, auditors, advisors, other professional consultants, credit rating agencies, actual or prospective, co-owners, investors, purchasers, lenders, underwriters, contractors, suppliers, and others involved in construction, operation, and financing transactions and arrangements for a Party or its subsidiaries or Affiliates; (ii) to governmental officials and parties involved in any proceeding in which a Party is seeking a Permit, certificate, or other regulatory approval or order necessary or appropriate to carry out this Agreement; and
(iii) to governmental officials or the public as required by any law, regulation, order, rule, order, ruling or other requirement of Law, including oral questions, discovery requests, subpoenas, civil investigations or similar processes and laws or regulations requiring disclosure of financial information, information material to financial matters, and filing of financial reports.
57 43579360.9
(c) If a Party is requested or required, pursuant to any applicable Law, regulation, order, rule, or ruling, discovery request, subpoena, civil investigation or similar process to disclose any of the Confidential Information, such Party shall provide prompt written notice (to the extent practical and permissible) to the other Party of such request or requirement so that at such other Party's expense, such other Party can seek a protective order or other appropriate remedy concerning such disclosure.
(d) Notwithstanding the foregoing or any other provision of this Agreement, Seller acknowledges that Buyer is subject to disclosure as required by CPRA. Confidential Information of Seller provided to Buyer pursuant to this Agreement shall become the property of Buyer, and Seller acknowledges that Buyer shall not be in breach of this Agreement or have any liability whatsoever under this Agreement or otherwise for any claims or causes of action whatsoever resulting from or arising out of Buyer copying or releasing to a third party any of the Confidential Information of Seller pursuant to CPRA;providedthat Buyer shall endeavor, in good faith: (i) to provide notice to Seller prior to any such disclosure in accordance with Section 18.1.( c ); and (ii) not to disclose any of Seller's "trade secrets" as consistent with the CPRA. (e) Notwithstanding the foregoing or any other provision of this Agreement, Buyer may record, register, deliver and file all such notices, statements, instruments, and other documents as may be necessary or advisable to render fully valid, perfected and enforceable under all applicable law the credit support contemplated by this Agreement, and the rights, Liens and priorities of Buyer with respect to such credit support. (f) If Buyer receives a CPRA request for Confidential Information of Seller, and Buyer determines that such Confidential Information is subject to disclosure under CPRA, then Buyer shall notify the Other Buyers and Seller of the request and its intent to disclose the documents. Buyer, as required by CPRA, shall release such documents unless Seller timely obtains a court order prohibiting such release. If Seller, at its sole expense, chooses to seek a court order prohibiting the release of Confidential Information pursuant to a CPRA request, then Seller undertakes and agrees to defend, indemnify and hold harmless Buyer and the indemnitees from and against all suits, claims, and causes of action brought against Buyer or any indemnitees for Buyer's refusal to disclose Confidential Information of Seller to any person making a request pursuant to CPRA. Seller's indemnity obligations shall include, but are not limited to, all actual costs incurred by Buyer and any indemnitees, and specifically including costs of experts and consultants, as well as all damages or liability of any nature whatsoever including, but not limited to, attorneys' fees, arising out of any suits, claims, and causes of action brought against Buyer or any indemnitees, through and including any appellate proceedings. Seller's obligations to Buyer and all indemnitees under this indemnification provision shall be due and payable on a Monthly, ongoing basis within thirty (30) days after each submission to Seller of Buyer' invoices for all fees and costs incurred by Buyer and all indemnitees, as well as all damages or liability of any nature. (g) Each Party acknowledges that any disclosure or misappropriation of Confidential Information by such Party in violation of this Agreement could cause the other Party or their Affiliates irreparable harm, the amount of which may be extremely difficult to estimate, thus making any remedy at law or in damages inadequate. Therefore, each Party agrees that the non-breaching Party shall have the right to apply to any court of competent jurisdiction for a restraining order or an injunction restraining or enjoining any breach or threatened breach of this 58 43579360.9
Agreement and for any other equitable relief that such non-breaching Party deems appropriate.

This right shall be in addition to any other remedy available to the Parties in law or equity, subject to the limitations set forth in Article 12.

18.2 Press Releases. Neither Party shall issue ( or cause its Affiliates to issue) a press release regarding the transactions contemplated by this Agreement unless both Parties have agreed upon the contents of any such public statement.

ARTICLE 19

MISCELLANEOUS

19. l Entire Agreement; Integration; Exhibits. This Agreement, together with the Cover Sheet and Exhibits attached hereto, constitutes the entire agreement and understanding between Seller and Buyer with respect to the subject matter hereof and supersedes all prior agreements relating to the subject matter hereof, which are of no further force or effect. The Exhibits attached hereto are integral parts hereof and are made a part of this Agreement by reference. The headings used herein are for convenience and reference purposes only. In the event of a conflict between the provisions of this Agreement and those of the Cover Sheet or any Exhibit, the provisions of first the Cover Sheet, and then this Agreement shall prevail, and such Exhibit shall be corrected accordingly. This Agreement shall be considered for all purposes as prepared through the joint efforts of the Parties and shall not be construed against one Party or the other as a result of the preparation, substitution, submission or other event of negotiation, drafting or execution hereof.

19.2 Amendments. This Agreement may only be amended, modified or supplemented by an instrument in writing executed by duly authorized representatives of Seller and Buyer; provided, that, for the avoidance of doubt, this Agreement may not be amended by electronic mail communications.

19.3 No Waiver. Waiver by a Party of any default by the other Party shall not be construed as a waiver of any other default.

19.4 No Agency, Partnership, Joint Venture or Lease. Seller and the agents and employees of Seller shall, in the performance of this Agreement, act in an independent capacity and not as officers or employees or agents of Buyer. Under this Agreement, Seller and Buyer intend to act as energy service provider and energy service recipient, respectively, and do not intend to be treated as, and shall not act as, partners in, co-venturers in or lessor/lessee with respect to the Facility or any business related to the Facility. This Agreement shall not impart any rights enforceable by any third party ( other than a permitted successor or assignee bound to this Agreement).

19.5 Severability. In the event that any provision of this Agreement is unenforceable or held to be unenforceable, the Parties agree that all other provisions of this Agreement have force and effect and shall not be affected thereby. The Parties shall, however, use their best endeavors to agree on the replacement of the void, illegal or unenforceable provision(s) with legally acceptable clauses which correspond as closely as possible to the sense and purpose of the affected provision and this Agreement as a whole.
59 43579360.9

19.6 Mobile-Sierra. Notwithstanding any other provision of this Agreement, neither Party shall seek, nor shall they support, any third party seeking to prospectively or retroactively revise the rates, terms or conditions of service of this Agreement through application or complaint to FERC pursuant to the provisions of Section 205, 206 or 306 of the Federal Power Act, or any other provisions of the Federal Power Act, absent prior written agreement of the Parties. Further, absent the prior written agreement in writing by both Parties, the standard of review for changes to the rates, terms or conditions of service of this Agreement proposed by a Party shall be the "public interest" standard of review set forth in United Gas Pipe Line Co. v. Mobile Gas Service Corp., 350 U.S. 332 (1956) and Federal Power Commission v. Sierra Pacific Power Co., 350 U.S. 348 (1956). Changes proposed by a non-Party or FERC acting sua sponte shall be subject to the most stringent standard permissible under applicable law.

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

19.8 Facsimile or Electronic Delivery. This Agreement may be duly executed and delivered by a Party by execution and facsimile or electronic format (including portable document format (.pdf)) delivery of the signature page of a counterpart to the other Party, and, if delivery is made by facsimile or other electronic format, the executing Party shall promptly deliver, via overnight delivery, a complete original counterpart that it has executed to the other Party, but this Agreement shall be binding on and enforceable against the executing Party whether or not it delivers such original counterpart.

19.9 Binding Effect. This Agreement shall inure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns. 19 .10 Change in Electric Market Design. If a change in the CAI SO Tariff renders this Agreement or any provisions hereof incapable of being performed or administered, then any Party may request that Buyer and Seller enter into negotiations to make the minimum changes to this Agreement necessary to make this Agreement capable of being performed and administered, while attempting to preserve to the maximum extent possible the benefits, burdens, and obligations set forth in this Agreement as of the Effective Date. Upon delivery of such a request, Buyer and Seller shall engage in such negotiations in good faith. If Buyer and Seller are unable, within sixty (60) days after delivery of such request, to agree upon changes to this Agreement or to resolve issues relating to changes to this Agreement, then any Party may submit issues pertaining to changes to this Agreement to the dispute resolution process set forth in Article 15. Notwithstanding the foregoing, (i) a change in cost shall not in and of itself be deemed to render this Agreement or any of the provisions hereof incapable of being performed or administered, or constitute, or form the basis of, a Force Majeure Event, and (ii) all of unaffected provisions of this Agreement shall remain in full force and effect during any period of such negotiation or dispute resolution. 19 .11 Forward Contract. The Parties acknowledge and agree that the transaction contemplated under this Agreement constitutes a "forward contract" within the meaning of the Bankruptcy Code and that each Party is a "forward contract merchant" within the meaning of the Bankruptcy Code. Accordingly, the Parties acknowledge and agree that, pursuant to Section 362(b)(6) of the Bankruptcy Code, a set-off made in connection with this Agreement is not 60 43579360.9
enjoined or otherwise precluded by the automatic stay imposed by the Bankruptcy Code. Further, the Parties acknowledge and agree that, pursuant to Section 546( e) of the Bankruptcy Code, transfers made in connection with this Agreement are not subject to avoidance. [Signatures on following page]
61 43579360.9
IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the Effective Date.

AM Wind Repower, a Delaware limited
liability company
By� £� Name: 7c;rdo Alicea '
Title: Vice President
By:

Name:

Title:
43579360 9

SIGNED IN

COUNTERPART
Berk Gursoy
Senior Vice President
CITY O:F Victorville, a California
Municipal Corporation and Charter City
APPROVAL AS TO FORM:

CITY OF VICTORVILLE
By: �-4::: 9!:laA.A./4 c:t-
Namc: Gloria Garcia
Title: Mayor
ATTEST
By:�
Name: Charlene Robinson, City Clerk
Title: City Clerk
Title: City Attorney

CITY OF VICTORVILLE RISK

MANAGEMENT

SIGNED IN

COUNTERPART
By:------------
Name: Charles Buquet
Title: Risk Manager

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

State of California
County of San Bernardi no
On June 18, 2020 before me, Marcie Wolters, Assi stan t C ity Clerk (insert name and title of the officer)
personally appeared _G_l _o_ri_a _G_a_r_c _ia _____________________ _ 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 �/she/�y executed the same in t,µdher/tt,Etr authorized capacity(�), and that by �/her/tl)0irsignature(�) on the instrument the person(�, or the entity upon behalf of which the person(;q acted, executed the instrument.

I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature �Cu.- (}J� (Seal)
\ t I 111 11 Ht I I I
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IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the Effective Date.

AM Wind Repower, a Delaware limited
liability company
By:

Name:

Title:

By:

Name:

Title:
43579360.9

SIGNED IN

COUNTERPART
Ricardo Alicea
CITY OF Victorville, a California
Municipal Corporation and Charter City
APPROVAL AS TO FORM:

CITY OF VICTORVILLE
By: x:'L/7r?-:< -� w� �
Name: Gloria Garcia
Title: Mayor
ATTEST
Name: Charlene Robinson, City Clerk
Title: City Clerk
APPROV� ------
By:�
Nam_7_:�An-dr�e�d_e_B
_
o
_
rtn
_
o
_w_
s
_
ky
____ _
Title: City Attorney

CITY OF VICTORVILLE RISK

MANAGEMENT
By:@:

Name: Charles Buquet
Title: Risk Manager

State of California
County of San Bernardino
On June 18, 2020 before me, Mar cie Wolters, Ass istant City Clerk (insert name and title of the officer)
personally appeared _G_l _o _ri_a_G_a_r_c_ia _____________________ _ who proved to me on the basis of satisfactory evidence to be the person(� whose name�) is/are subscribed to the within instrument and acknowledged to me that t,e'/she/tt,e:y executed the same in his/her/�r authorized capacity(i),S), and that by �/her/t�r signature(}tj on the instrument the person(f,), or the entity upon behalf of which the person� acted, executed the instrument.

I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
,,,,\' I\ 111111
tti,11111
,
__ ,,,,' �\CTO�,>-,, ----� ....... z -:.,
WITNESS my hand and official seal. /:,... : • 1>.�oRATE; •• '("' \ = L- • ,.._,..c,o ...,- • ti\ =-r-• • • -� - • � ,<io'l, • �= o (.) • SEPT-1.\, • °7":

Signature 1J1&,u_;_ w� (Seal) \ ____ t��;;��;:,:,,/
''ltlflflJIHi\\\l'\

ACKNOWLEDGMENT

ST ATE OF CALIFORNIA )
)

COUNTY OF SAN BERNARDINO )
On 20 __ , before me,
Notary Public, personally appeared __________________ ,who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument, the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.
[SEAL]
Exhibit P

EXHIBIT A

FACILITY DESCRIPTION
Site Name: ALTA MESA RP27 WIND ENERGY CENTER
County: County of Riverside
Total Facility Capacity: 27 MW
Delivery Point: Southern California Edison Company Seawind l 15kV Substation PNode: SEA WIND 1 B 1
Participating Transmission Owner: Southern California Edison Company Additional Information:

Exhibit A - 1
43579360.9

EXHIBITB

ADJUSTED ENERGY AND POWER CAPACITY
Adjusted Expected Energy Adjusted Total Facility Percent Change from (MWh) Capacity (MW) Original Expected Energy
Exhibit B - 1
43579360.9

EXHIBITC

CONTRACT PRICE
The Contract Price of the Product shall be:

Contract Year Contract Price
$40.00/MWh (flat)
with no escalation,
I -25 subject to
reduction pursuant
to Section 3.3(f)
and Section 3.3(g)
Exhibit C - I

EXHIBIT D

DELIVERY AND SCHEDULING COORDINATOR RESPONSIBILITIES
The following provisions shall only apply if Seller ( or Seller's designated Third Party SC) is acting as the Scheduling Coordinator under this Agreement.

1. Delivery.

I. I. Scheduled Energy. The Parties shall perform the following procedures with respect to Scheduled Energy:
(a) Physical Trades. Before the deadline for submission ofISTs in the Day- Ahead Market, Seller and Buyer shall submit and match, or cause their SCs to submit and match, a Physical Trade "from" Seller's SC "to" Buyer's SC at the Delivery Point. Such Physical Trade shall specify the MW amounts for the time periods as set forth in the Day-Ahead Schedule submitted by Seller to the CAISO in the Day-Ahead Market. Such Physical Trades shall be entered in the Day-Ahead Market. With regard to such Physical Trades, Buyer shall perform ( or cause to be performed) such actions as necessary to submit and validate a Physical Trade by the "to" SC, and Seller shall perform ( or cause to be performed) such actions as necessary to match and validate a Physical Trade by the "from" SC in a Physical Trade. Seller shall be responsible for all charges, costs and penalties and entitled to all payments, if any, associated with delivery of Scheduled Energy under any Inter-SC Trade. Buyer shall be responsible for all charges, costs and penalties and entitled to all payments, if any, associated with the receipt and transfer of Scheduled Energy under any Inter-SC Trade.
(b) Settlement if IST is Rejected or Unavailable. Without limiting the Parties' rights and obligations set forth in Section 3.3, if for any Settlement Period (x) a Physical Trade is rejected or invalidated due to the actions or inactions of either Party, or (y) the process under the CAISO Tariff governing ISTs and Physical Trades is unavailable or not functioning due to a Force Majeure Event, change to or suspension of the CAISO Tariff, or otherwise, then, in either of the foregoing cases (x) or (y): Seller shall pay to Buyer an amount computed hourly by multiplying the Day-Ahead LMP at the Delivery Point times the corresponding Scheduled Energy for that Settlement Period, provided, that if such calculation results in a negative value, Buyer shall pay to Seller the absolute value of such negative value. If after payment is made as provided herein, the Physical Trade is validated or the transaction does become subject to the IST process, any payment made pursuant to this provision shall be refunded as appropriate to accomplish the purposes of this Agreement.

1.2. Scheduling Coordinator Responsibilities.
(a) During the Delivery Term, Seller shall be its own Scheduling Coordinator or designate a qualified third party to provide Scheduling Coordinator services with the CAJSO to Schedule and deliver the Product to the Delivery Point, and Buyer shall be its own Scheduling Coordinator or designate a qualified third party to provide Scheduling Coordinator services with the CAISO to receive the Product at the Delivery Point. Each Party shall perform all scheduling and transmission activities, and all activities relating to Inter-SC Trades, in compliance with (i) the Exhibit D - 1
CAISO Tariff, (ii) WECC scheduling practices, and (iii) Prudent Operating Practice. Seller shall be responsible for the proper entry of any information on an E-Tag or in WREGIS. It is the intent of the Parties that neither Party be subject to a double payment or a double charge for Product from the Facility through this Agreement and CAISO settlement process. The Parties agree to communicate and cooperate as necessary in order to address any scheduling or settlement issues as they may arise, and to work together in good faith to resolve them in a manner consistent with the terms of the Agreement.
(b) Real-Time Market Participation. During the Delivery Term, Seller, as the party responsible for all Scheduling Coordinator activities and Imbalance Energy risk with respect to the Facility, reserves the right at Seller's sole discretion to submit Economic Bids or Self Schedules into the Real-Time Market based on the VER forecast, its equivalent or any successor, provided by the CAJSO; or other forecast as developed by Seller, so long as such Real-Time Market participation is conducted in accordance with this Agreement and the CAJSO Tariff, including any requirements to remain in the VER program, its equivalent or any successor.

Exhibit D -2

EXHIBITE

PROGRESS REPORTING FORM
Each progress report must include the following items:

1. Executive Summary.

2. Facility description.

3. Site plan of the Facility.

4. Description of any planned changes to the Facility or the site.

5. Gantt chart schedule showing progress on achieving each of the Milestones, as specified on the Cover Sheet.

6. Summary of activities during the previous calendar month, including any OSHA labor hour reports.

7. Forecast of activities scheduled for the current calendar quarter.

8. Written description about the progress relative to Seller's Milestones, including whether Seller has met or is on target to meet the Milestones.

9. List of issues that could potentially affect Seller's Milestones.

10. A status report of start-up activities including a forecast of activities ongoing and after start-up, a report on Facility performance including performance projections for the next twelve ( 12) months.

11. Progress and schedule of all agreements, contracts, permits, approvals, technical studies, financing agreements and major equipment purchase orders showing the start dates, completion dates, and completion percentages.

12. Pictures, in sufficient quantity and of appropriate detail, in order to document construction and startup progress of the Facility, the interconnection into the Transmission System and all other interconnection utility services.

13. Any other documentation reasonably requested by Buyer.

Exhibit E - 1
43579360.9
1:00 2:00 3:00 4:00 5:00 6:00 7:00 8:00
JAN 3.28 3.77 3.65 4.14 3.68 3.51 3.99 3.67
FEB 4 . .32 4.14 4.10 4.01 4.29 3.92 3.73 3.75
MAR 4.92 5.03 4.86 4.74 4.70 4.82 4.61 4.54
APR 6.02 6.03 5.83 5.91 5.75 5.57 5.31 4.89
MAY 7.00 6.97 6.56 6.47 6.19 5.63 5.15 4.98
JUN 6.90 6.85 6.71 6.60 6.59 6.35 5.49 5.03
JUL 6.32 6.01 5.98 S.60 5.01 4.65 3.77 3.42
AUG 5.56 5.41 5.06 4.72 4.36 4.04 3.58 3.11
SEP 4.73 4.67 4.50 4.22 3.91 3.61 3.21 3.09
OCT 3.85 3.62 3.91 3.81 3.71 3.56 3.69 3.50
NOV 3.49 3.64 3.81 4.25 3.75 3.48 3.68 3.53
DEC 3.48 3.23 3.28 3.47 3.51 3.45 3.46 3.46

EXHIBIT F

A VERA GE EXPECTED ENERGY
[Average Expected Energy, MWh Per Hour]
9:00 10:00 11:00 12:00 13:00 14:00 15:00 16:00

3.34 3.19 3.44 3.17 3.03 3.12 2.90 2.78

3.43 3.49 3.65 3.64 3.66 4.04 3.95 4.03

4.56 4.24 4.43 4.55 4.57 4.55 4.69 4.83

4.86 4.77 4.93 5.15 5.14 5.31 5.68 6.10

5.18 5.23 5.29 5.54 5.80 6.18 6.68 6.94

4.65 4.63 4.80 5.36 5.89 6.38 6.92 7.46

3.44 3.33 3.51 3.77 4.38 4.99 5.70 6.42

2.64 2.77 3.17 3.75 4.46 5.03 5.60 6.07

3.06 3.24 3.44 3.65 3.92 4.25 4.35 4.62

3.13 3.40 3.38 3.56 3.75 3.97 3.86 3.94

3.01 3.04 3.12 3.23 2.97 3.00 3.27 3.28

3.23 3.04 2.85 2.96 2.88 3.00 3.23 3.08
17:00 18:00 19:00 20:00 21:00 22:00 23:00 24:00

3.03 3.24 3.30 3.08 2.87 3.14 3.35 3.58

4.22 4.14 4.11 4.02 3.99 3.67 3.92 4.38

5.01 5.31 5.63 5.75 5.32 5.45 5.34 5.37

6.41 6.67 6.58 6.92 6.75 6.50 6.31 6.17

7.15 7.36 7.50 7.57 7.49 7.26 7.03 6.89

7.73 7.90 7.95 7.83 7.78 7.37 6.99 6.93

6.97 7.32 7.76 7.70 7.69 7.34 6.92 6.63

6.48 7.09 7.41 7.72 7.02 6.59 6.38 5.94

4.97 5.40 S.62 5.71 5.36 5.09 4.87 4.70

4.03 4.23 4.36 4.33 4.11 3.90 3.94 3.90

3.49 3.69 3.92 3.78 3.65 3.88 3.93 3.68

3.24 2.92 3.13 3.21 3.13 3.23 3.50 3.30
The foregoing table is provided for informational purposes only, and it shall not constitute, or be deemed to constitute, an obligation of any of the Parties to this Agreement.

Exhibit F - 1
43579360.9

EXHIBIT G

GUARANTEED ENERGY PRODUCTION DAMAGES CALCULATION
In accordance with Section 4. 7, if Seller fails to achieve the Guaranteed Energy Production during any Performance Measurement Period, a liquidated damages payment ("Guaranteed Energy Production Damages") shall be due from Seller to Buyer, calculated as follows:
[(A - B) * (C - D)]
where:

A = the Guaranteed Energy Production amount for the Performance Measurement Period, in MWh
B = the Adjusted Energy Production amount for the Performance Measurement Period, in MWh
C = Replacement price for the Performance Measurement Period, in $/MWh, which is the sum of (a) the simple average of the Integrated Forward Market hourly price for all the hours in the Performance Measurement Period, as published by the CAISO, for the Delivery Point, plus (b) the market value of Replacement Green Attributes.

D = the Contract Price for the Performance Measurement Period, in $/MWh The Parties agree that in the above calculation of Guaranteed Energy Production Damages, the result of "(C-D)" is less than $20/MWh, the "(C-D)" will be replaced with $20/MWh. The Parties also agree that in the above calculation of Guaranteed Energy Production Damages, if the result of"(C-D)" is more than $50/MWh, the "(C-D)" will be replaced with $50/MWh.

Within sixty (60) days after each Performance Measurement Period, Buyer will send Seller Notice of the amount of damages owing, if any, which shall be payable to Buyer before the later of ( a) thirty (30) days of such Notice and (b) ninety (90) days after each Performance Measurement Period.

Additional Definitions:
"Adjusted Energy Production" shall mean the sum of the following: Delivered Energy + Lost Output.
"Lost Output" means the sum of electric energy in MWh that would have been generated and delivered, but was not, on account of Force Majeure Event, Buyer Failure, Seller Economic Curtailment or Curtailment Order. The additional MWh shall be calculated using the equation provided by Seller to reflect the potential generation of the Facility as a function of Available Capacity, wind speed, and wind direction and using relevant Facility availability, weather and other pertinent data for the period of time during the period in which the Force Majeure Event, Buyer Failure, Seller Economic Curtailment or Curtailment Order occurred.

Exhibit G - I
43579360.9
"Replacement Green Attributes" means Renewable Energy Credits of the same Portfolio Content Category (i.e., PCCl) as the Product and of the same timeframe for retirement as the Renewable Energy Credits that would have been generated by the Facility during the Performance Measurement Period for which the Replacement Green Attributes are being provided. The value of the Replacement Green Attributes may be discerned by using the average of market quotations provided by three (3) or more bona fide unaffiliated market participants to be agreed upon by both Parties, for Renewable Energy Credits of the same Portfolio Content Category as the Product during the Performance Measurement Period.

Exhibit G- 2

EXHIBIT H

FORM OF COMMERCIAL OPERATION DATE CERTIFICATE
This certification ("Certification") of Commercial Operation is delivered by ___ [licensed professional engineer] ("Ene;ineer") to City of Victorville ("Buyer") in accordance with the terms of that certain Renewable Power Purchase and Sale Agreement dated ___ ("Ae;reement") by and between AM Wind Repower LLC and Buyer. All capitalized terms used in this Certification but not otherwise defined herein shall have the respective meanings assigned to such terms in the Agreement.

Engineer hereby certifies and represents to Buyer the following:
(1) Seller has installed equipment with a nameplate capacity of no less than ninety percent (90%) of the Initial Guaranteed Capacity.
(2) The Facility's testing included a performance test demonstrating peak electrical output of no less than ninety (90%) of the Initial Guaranteed Capacity at the Delivery Point, as adjusted for ambient conditions on the date of the Facility testing, and such peak electrical output, as adjusted, was [peak output in MW].
(3) Authorization to parallel the Facility was obtained by the Participating Transmission Provider, [Name of Participating Transmission Owner as appropriate] on (DATE) (4) The Participating Transmission Provider or Distribution Provider has provided documentation supporting full unrestricted release for Commercial Operation by [Name of Participating Transmission Owner as appropriate] on ___ [DA TE] __ . (5) The CAISO has provided notification supporting Commercial Operation, in accordance with the CAISO tariff on ___ [DA TE] __ .

EXECUTED by [LICENSED PROFESSIONAL ENGINEER]
this ____ day of ______ , 20_.
[LICENSED PROFESSIONAL ENGINEER)
By: ______________ _
Its: ---------------
Date: --------------
Exhibit H - 1
43579360.9

EXHIBIT I

FORM OF INSTALLED CAPACITY CERTIFICATE
This certification ("Certification") of Installed Capacity is delivered by [licensed professional engineer] ("Engineer") to City of Victorville ("Buyer") in accordance with the terms of that certain Renewable Power Purchase and Sale Agreement dated ____ ("Agreement") by and between AM Wind Repower LLC and Buyer. All capitalized terms used in this Certification but not otherwise defined herein shall have the respective meanings assigned to such terms in the Agreement.

The Facility performance test for the Facility demonstrated peak Facility electrical output of _MW AC at the Delivery Point, as adjusted for ambient conditions on the date of the performance test ("Installed Capacity").

EXECUTED by [LICENSED PROFESSIONAL ENGINEER]
this ____ day of ______ , 20_.
[LICENSED PROFESSIONAL ENGINEER]
By: _____________ _
Its: --------------
Date: --------------
Exhibit I - 1
43579360.9

EXHIBIT J

FORM OF CONSTRUCTION START DATE CERTIFICATE
This certification of Construction Start Date ("Certification") is delivered by AM Wind Repower LLC ("Seller") to City of Victorville ("Buyer") in accordance with the terms of that certain Renewable Power Purchase and Sale Agreement dated _____ ("Aereement") by and between Seller and Buyer. All capitalized terms used in this Certification but not otherwise defined herein shall have the respective meanings assigned to such terms in the Agreement.

Seller hereby certifies and represents to Buyer the following:
(1) the EPC Contract related to the Facility was executed on ----- (2) the Full Notice to Proceed with the construction of the Facility was issued on ______ (attached) (the "Construction Start Date");
(3) the Construction Start Date has occurred;
( 4) the precise Site on which the Facility is located is, which must be within the boundaries of the previously identified Site:
(such description shall amend the description of the Site in Exhibit A).

IN WITNESS WHEREOF, the undersigned has executed this Certification on behalf of Seller as of the_ day of __ _
AM Wind Repower LLC
By: ___________ _
Its: ---------------
Date: --------------
Exhibit J - 1
43579360.9

EXHIBITK

FORM OF LETTER OF CREDIT
[Issuing Bank Letterhead and Address]
IRREVOCABLE STANDBY LETTER OF CREDIT NO. [XXXXXXX]
[Date]
Irrevocable Standby Letter of Credit No.

Beneficiary:

Victorville
Applicant:

Dear Madam or Sir:

We [insert bank name and address] ("Issuer", "we", "our" or "us") hereby establish for the account of AM Wind Repower LLC (the "Account Party"), our irrevocable standby letter of credit (the "Letter of Credit") in your favor for an amount of USD $[ ] ([Amt in words ] Dollars United States currency) (the "Available Amount"), pursuant to that certain Renewable Power Purchase and Sale Agreement dated _____ between Account Party and the City of Victorville, as amended and as may be further amended, supplemented or otherwise modified (the "Agreement").

This Letter of Credit shall become effective immediately for the term of one ( 1) year and shall expire on [ ] or, if such day is not a Business Day ( as hereinafter defined), on the next Business Day (as may be extended pursuant to the terms of this Letter of Credit, the "Expiration Date").

For the purposes hereof, "Business Day" shall mean any day on which commercial banks are not authorized or required to close in Los Angeles, California.

Funds under this Letter of Credit shall be made available to Beneficiary by valid presentation on or before 5:00 p.m. New York time, on or before the Expiration Date of a copy of this Letter of Credit No. [XXXXXXX] and all amendments accompanied by certificates in the form of Annex 1 and Annex 2 hereto, appropriately completed and purportedly signed by a duly authorized representative of Beneficiary.

Any full or partial drawing hereunder may be requested by transmitting copies of the requisite documents as described above to the Issuer by facsimile at [ facsimile number for draws] or such 43579360.9 Exhibit K- I
other number as specified from time-to-time by the Issuer.

The facsimile transmittal shall be deemed delivered when received. Drawings made by facsimile transmittal are deemed to be the operative instrument without the need of originally signed documents.

Issuer hereby agrees that all drafts drawn under and in compliance with the terms of this Letter of Credit will be duly honored if presented to the Issuer before the Expiration Date. If we receive your presentation at such office on any Business Day, in conformity with the terms and conditions of this Letter of Credit, we will honor the same by making payment in accordance with your payment instructions on or before the third (3rd) succeeding Business Day after such presentation.

Partial and multiple drawing of funds shall be permitted under this Letter of Credit, and this Letter of Credit shall remain in full force and effect with respect to any continuing balance; provided that the Available Amount shall be reduced by the amount of each such drawing. Payment shall be made by Issuer in U.S. dollars with Issuer's own immediately available funds.

This Letter of Credit shall terminate upon the earliest to occur of (i) our receipt of a notice in the form of Annex 3 hereto signed by an authorized officer of Beneficiary, accompanied by this Letter of Credit for cancellation, (ii) our close of business at our aforesaid office on the Expiration Date, or if the Expiration Date is not a Business Day, then on the preceding Business Day. This Letter of Credit shall be surrendered to us by you upon the earlier of presentation or expiration.

It is a condition of the Letter of Credit that it shall be deemed to be automatically extended without amendment for one-year periods, beginning on the present Expiration Date hereof and upon each anniversary for such date ( or, if such period ends on a day that is not a Business Day, until the next Business Day thereafter), unless at least sixty (60) days prior to the Expiration Date we send you notice by registered mail, return receipt requested or courier service or hand delivery at the above address that we hereby elect not to consider this Letter of Credit extended for such additional period, in which case it will expire on its then current Expiration Date.

This Letter of Credit shall be governed by, and construed in accordance with, the terms of the International Standby Practices, ISP98, International Chamber of Commerce Publication No. 590), or revision currently in effect (the "ISP"), to the extent that such terms are not inconsistent with this Letter of Credit. As to matters not governed by the ISP, the laws of the State of California, without regard to the principles of conflicts of laws thereunder, shall govern all matters with respect to this Letter of Credit.

This Letter of Credit sets forth in full our undertaking, and such undertaking shall not in any way be modified, amended, amplified or limited by reference to any document, instrument or agreement referred to herein, except for Annexes 1, 2 and 3 hereto and the notices referred to herein; and any such reference shall not be deemed to incorporate herein by reference any document, instrument or agreement except as otherwise provided in this paragraph.

Communications with respect to this Letter of Credit shall be in writing and shall be addressed to us at the address referred to above, and shall specifically refer to this Letter of Credit No. [XXXXXXX].
43579360.9 Exhibit K- 2
All notices to Beneficiary shall be in writing and are required to be sent by certified letter, overnight courier, or delivered in person to: Victorville_______ Only notices to Beneficiary meeting the requirements of this paragraph shall be considered valid. Any notice to Beneficiary which is not in accordance with this paragraph shall be void and of no force or effect.

Very truly yours,
[Bank Name]
[Insert officer name]
[Insert officer title]
43579360.9 Exhibit K - 3
ANNEX 1
TO LETTER OF CREDIT NO. __ _
Draft under Letter of Credit No. ------
[ Month, Day , Year ]
On [third business day next succeeding date o(presentation] Pay to [ ] U.S.$ ____ [not to exceed the Available Amount] [Address 1]
[Address 2]
[insert any wire instructions]
For value received and charge to account of Letter of Credit No. __ _ By:

Title:
43579360.9 Exhibit K- 4
ANNEX2
TO LETTER OF CREDIT NO. ----
Drawing under Letter of Credit No. -------
The undersigned, a duly authorized representative of Victorville, ("Beneficiary"), hereby certifies on behalf of Beneficiary with reference to irrevocable standby Letter of Credit No. ___ (the "Letter of Credit") issued for the account of AM Wind Repower LLC, that:
1) (i) Beneficiary has received notice from the Issuing Bank pursuant to Section 3 of the Letter of Credit, and (ii) the Letter of Credit will expire in fewer than thirty (30) Days from the date hereof. As such, as of the date hereof Beneficiary is entitled to draw under the Letter of Credit as specified in the accompanying sight draft; 2) by presenting this certificate and the accompanying sight draft, Beneficiary is requesting that payment in the amount of$ ______ , as specified on said draft, be made under the Letter of Credit by wire transfer or deposit of funds into the account specified on said draft;
3) the amount specified on the sight draft accompanying this certificate does not exceed the Available Amount to which Beneficiary is entitled to draft under said [agreement] as of the date hereof.

In witness whereof, Beneficiary has caused this certificate to be duly executed and delivered by its duly authorized representative as of the date and year written below.

Date: --------------
By:

Title: --------------
43579360.9 Exhibit K- 5
ANNEX3
TO LETTER OF CREDIT NO. ----
Notice of surrender of Letter of Credit No. ------
Date: -----------
Attention: Letter of Credit Department
Re: Letter of Credit No. ________ issued for the account of [Avangrid account party] Ladies and Gentlemen:

We refer to your above-mentioned irrevocable standby Letter of Credit (the "Letter of Credit").

The undersigned hereby surrenders the Letter of Credit to you for cancellation as of the date hereof.

No payment is demanded of you under this Letter of Credit in connection with this surrender.

Very truly yours,
By:

Title:
43579360.9 Exhibit K- 6

EXHIBJTL

FORM OF GUARANTY
This Guaranty (this "Guaranty") is entered into as of [ ] (the "Effective Date") by and between [ ], a [ ] ("Guarantor"), and Victorville (together with its successors and permitted assigns, "Buyer").

Recitals
A. Buyer and Am Wind Repower LLC, a Delaware limited liability company ("Seller"), entered into that certain Power Purchase and Sale Agreement ( as amended, restated or otherwise modified from time to time, the "PPA") dated as of[__], 20_.

B. Guarantor is entering into this Guaranty as [Development Security]/[Performance Security], to secure Seller's obligations under the PP A.

C. It is in the best interest of Guarantor to execute this Guaranty inasmuch as Guarantor will derive substantial direct and indirect benefits from the execution and delivery of the PPA.

D. Capitalized terms used but not defined herein have the meaning set forth in the PP A.

Agreement

1. Guaranty. For value received, Guarantor does hereby unconditionally, absolutely, and irrevocably guarantee, as primary obligor and not as a surety, to Buyer the full, complete and prompt payment by Seller of any and all amounts and payment obligations now or hereafter owing from Seller to Buyer under the PP A, including, without limitation, compensation for penalties, the Damage Payment, the Termination Payment, indemnification payments or other damages, as and when required pursuant to the terms of the PPA (the "Guaranteed Amount"), provided, that Guarantor's aggregate liability under or arising out of this Guaranty shall not exceed the [Development Security]/[Performance Security]. The Parties understand and agree that any payment by Guarantor or Seller of any portion of the Guaranteed Amount shall thereafter reduce Guarantor's maximum aggregate liability hereunder on a dollar-for-dollar basis. This Guaranty is an irrevocable, absolute, unconditional and continuing guarantee of the full and punctual payment, and not of collection, of the Guaranteed Amount and, except as otherwise expressly addressed herein, is in no way conditioned upon any requirement that Buyer first attempt to collect the payment of the Guaranteed Amount from Seller, any other guarantor of the Guaranteed Amount or any other person or entity or resort to any other means of obtaining payment of the Guaranteed Amount. In the event Seller shall fail to duly, completely or punctually pay any Guaranteed Amount as required pursuant to the PP A, Guarantor shall promptly pay such amount as required herein.

2. Demand Notice. For avoidance of doubt, a payment shall be due for purposes of this Guaranty only when and if a payment is due and payable by Seller to Buyer under the terms and conditions of the Agreement. If Seller fails to pay any Guaranteed Amount as required pursuant to the PP A for five ( 5) Business Days following Seller's receipt of Buyer's written notice of such failure (the "Demand Notice"), then Buyer may elect to exercise its rights under this Guaranty and Exhibit L - 1
43579360.9
may make a demand upon Guarantor ( a "Payment Demand") for such unpaid Guaranteed Amount.

A Payment Demand shall be in writing and shall reasonably specify in what manner and what amount Seller has failed to pay and an explanation of why such payment is due and owing, with a specific statement that Buyer is requesting that Guarantor pay under this Guaranty. Guarantor shall, within fifteen ( 15) Business Days following its receipt of the Payment Demand, pay the Guaranteed Amount to Buyer.

3. Scope and Duration of Guaranty. This Guaranty applies only to the Guaranteed Amount.

This Guaranty shall continue in full force and effect from the Effective Date until the earlier of the following: (x) all Guaranteed Amounts have been paid in full (whether directly or indirectly through set-off or netting of amounts owed by Buyer to Seller), or (y) replacement [Development Security]/[Performance Security] is provided in an amount and form required by the terms of the PP A. Further, this Guaranty shall be discharged only by complete performance of the undertakings herein. Buyer shall return this original executed document to Guarantor within twenty (20) days of termination of this Guaranty. Without limiting the generality of the foregoing, the obligations of the Guarantor hereunder shall not be released, discharged, or otherwise affected and this Guaranty shall not be invalidated or impaired or otherwise affected for the following reasons:
(i) the extension of time for the payment of any Guaranteed Amount, or (ii) any amendment, modification or other alteration of the PP A, or (iii) any indemnity agreement Seller may have from any party, or (iv) any insurance that may be available to cover any loss, except to the extent insurance proceeds are used to satisfy the Guaranteed Amount, or
(v) any voluntary or involuntary liquidation, dissolution, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceeding affecting, Seller or any of its assets, including but not limited to any rejection or other discharge of Seller's obligations under the PP A imposed by any court, trustee or custodian or any similar official or imposed by any law, statue or regulation, in each such event in any such proceeding, or
(vi) the release, modification, waiver or failure to pursue or seek relief with respect to any other guaranty, pledge or security device whatsoever, or (vii) any payment to Buyer by Seller that Buyer subsequently returns to Seller pursuant to court order in any bankruptcy or other debtor-relief proceeding, or (viii) those defenses based upon (A) the legal incapacity or lack of power or authority of any person, including Seller and any representative of Seller to enter into the PP A or perform its obligations thereunder, (B) lack of due execution, delivery, validity or enforceability of the PPA, or (C) Seller's inability to pay any Guaranteed Amount or perform its obligations under the PPA, or
(ix) any other event or circumstance that may now or hereafter constitute a defense to Exhibit L - 2
43579360.9
payment of the Guaranteed Amount, including, without limitation, statute of frauds and accord and satisfaction;
provided that Guarantor reserves the right to assert for itself any defenses, setoffs or counterclaims that Seller is or may be entitled to assert against Buyer ( except for such defenses, setoffs or counterclaims that may be asserted by Seller with respect to the PP A, but that are otherwise expressly waived under any provision of this Guaranty).

4. Waivers by Guarantor. Guarantor hereby unconditionally waives as a condition precedent to the performance of its obligations hereunder, with the exception of the requirements in Section 2, (a) notice of acceptance, presentment or protest with respect to the Guaranteed Amounts and this Guaranty, (b) notice of any action taken or omitted to be taken by Buyer in reliance hereon, ( c) any requirement that Buyer exhaust any right, power or remedy or proceed against Seller under the PP A, and ( d) any event, occurrence or other circumstance which might otherwise constitute a legal or equitable discharge of a surety. Without limiting the generality of the foregoing waiver of surety defenses, it is agreed that the occurrence of any one or more of the following shall not affect the liability of Guarantor hereunder:
(i) at any time or from time to time, without notice to Guarantor, the time for payment of any Guaranteed Amount shall be extended, or such performance or compliance shall be waived; (ii) the obligation to pay any Guaranteed Amount shall be modified, supplemented or amended in any respect in accordance with the terms of the PP A; (iii) subject to Section 10, any (a) sale, transfer or consolidation of Seller into or with any other entity, (b) sale of substantial assets by, or restructuring of the corporate existence of, Seller or ( c) change in ownership of any membership interests of, or other ownership interests in, Seller; or
(iv) the failure by Buyer or any other person to create, preserve, validate, perfect or protect any security interest granted to, or in favor of, Buyer or any person.

5. Subrogation. Notwithstanding any payments that may be made hereunder by the Guarantor, Guarantor hereby agrees that until the earlier of payment in full of all Guaranteed Amounts or expiration of the Guaranty in accordance with Section 3, it shall not be entitled to, nor shall it seek to, exercise any right or remedy arising by reason of its payment of any Guaranteed Amount under this Guaranty, whether by subrogation or otherwise, against Seller or seek contribution or reimbursement of such payments from Seller.

6. Representations and Warranties. Guarantor hereby represents and warrants that (a) it has all necessary and appropriate limited liability company powers and authority and the legal right to execute and deliver, and perform its obligations under, this Guaranty, (b) this Guaranty constitutes its legal, valid and binding obligations enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, moratorium and other similar laws affecting enforcement of creditors' rights or general principles of equity, ( c) the execution, delivery and performance of this Guaranty does not and will not contravene Guarantor's organizational documents, any applicable law or any contractual provisions binding on or affecting Guarantor, (d) there are no actions, suits or proceedings pending before any court, governmental Exhibit L - 3
43579360.9
agency or arbitrator, or, to the knowledge of the Guarantor, threatened, against or affecting Guarantor or any of its properties or revenues which may, in any one case or in the aggregate, adversely affect the ability of Guarantor to enter into or perform its obligations under this Guaranty, and ( e) no consent or authorization of, filing with, or other act by or in respect of, any arbitrator or governmental authority, and no consent of any other Person (including, any stockholder or creditor of the Guarantor), that has not heretofore been obtained is required in connection with the execution, delivery, performance, validity or enforceability of this Guaranty by Guarantor.

7. Notices. Notices under this Guaranty shall be deemed received if sent to the address specified below: (i) on the day received if served by overnight express delivery, and (ii) four business days after mailing if sent by certified, first class mail, return receipt requested. If transmitted by facsimile, such notice shall be deemed received when the confirmation of transmission thereof is received by the party giving the notice. Any party may change its address or facsimile to which notice is given hereunder by providing notice of the same in accordance with this Paragraph 8.

If delivered to Buyer, to it at
If delivered to Guarantor, to it at
[_J
Attn: [_J
Fax:[_J
[_J
Attn: [_J
Fax: [_J

8. Governing Law and Forum Selection. This Guaranty shall be governed by, and interpreted and construed in accordance with, the laws of the United States and the State of California, excluding choice of law rules. The Parties agree that any suit, action or other legal proceeding by or against any party ( or its affiliates or designees) with respect to or arising out of this Guaranty shall be brought in the federal courts of the United States or the courts of the State of California sitting in the City and County of Riverside, California.

9. Limitation on Liability. Except as specifically provided in this Guaranty, Buyer shall have no claim, remedy or right to proceed against Guarantor or against any past, present or future stockholder, partner, member, director or officer thereof for the payment of any of the Obligations, as the case may be, or any claim arising out of any agreement, certificate, representation, covenant or warranty made by Seller in the PP A.

10. Miscellaneous. This Guaranty shall be binding upon Guarantor and its successors and assigns and shall inure to the benefit of Buyer and its successors and permitted assigns pursuant to the PP A. No provision of this Guaranty may be amended or waived except by a written instrument executed by Guarantor and Buyer. This Guaranty is not assignable by Guarantor without the prior written consent of Buyer, such consent shall not be unreasonably withheld, conditioned, or delayed.

A change of control of Guarantor shall not be considered an assignment. No provision of this Guaranty confers, nor is any provision intended to confer, upon any third party (other than Buyer's Exhibit L - 4
43579360.9
successors and permitted assigns) any benefit or right enforceable at the option of that third party.

This Guaranty embodies the entire agreement and understanding of the parties hereto with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements and understandings of the parties hereto, verbal or written, relating to the subject matter hereof. If any provision of this Guaranty is determined to be illegal or unenforceable (i) such provision shall be deemed restated in accordance with applicable Laws to reflect, as nearly as possible, the original intention of the parties hereto and (ii) such determination shall not affect any other provision of this Guaranty and all other provisions shall remain in full force and effect. This Guaranty may be executed in any number of separate counterparts, each of which when so executed shall be deemed an original, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. This Guaranty may be executed and delivered by electronic means with the same force and effect as if the same was a fully executed and delivered original manual counterpart.

11. WAIVER OF JURY TRIAL.
(a) SPECIAL DAMAGES WANER. NEITHER GUARANTOR NOR BUYER,

INCLUDING THEIR REPRESENTATNES, SHALL BE LIABLE TO THE OTHER PARTY OR

ITS REPRESENTATNES FOR ANY SPECIAL, INDIRECT, NON-COMPENSATORY,

CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY

TYPE, INCLUDING LOST OR PROSPECTNE PROFITS, LOSS OF BUSINESS

OPPORTUNITY, OR BUSINESS INTERRUPTIONS, WHETHER ARISING IN CONTRACT OR

TORT (INCLUDING NEGLIGENCE, WHETHER SOLE, JOINT OR CONCURRENT, OR

STRICT LIABILITY, BUT EXCLUDING GROSS NEGLIGENCE OR WILLFUL

MISCONDUCT), OR OT
HERWISE, ARISING UNDER THIS AGREEMENT; PROVIDED,

HOWEVER, THAT THIS PROVISION IS NOT INTENDED TO AFFECT THE RIGHT OF

EITHER PARTY TO PAYMENT OF LIQUIDATED AMOUNTS, INCLUDING THE DAMAGE PAYMENT, EXPRESSLY SET FORTH IN THE PPA.
(b) JURY WAIVER. EACH PARTY HERETO HEREBY WANES, TO THE

FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HA VE TO A

TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING

OUT OF OR RELATING TO THIS GUARANTY OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH

PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY

OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH

OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE

FOREGOING WANER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTY

HERETO HA VE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL W ANERS AND CERTIFICATIONS IN THIS SECTION. [ Signature on next page]
Exhibit L - 5
43579360.9
IN WITNESS WHEREOF, the undersigned has caused this Guaranty to be duly executed and delivered by its duly authorized representative on the date first above written.

GUARANTOR:

By: ____________ _
Printed Name: ----------
Title: -------------
By: ____________ _
Printed Name: ----------
Title: -------------
BUYER:

CITY OF VICTORVILLE
By:

Name: Gloria Garcia
Title: Mayor
ATTEST
By:

Name: Charlene Robinson
Title: City Clerk
APPROVED AS TO FORM:

By:

Name: Andre de Bortnowsky
Title: City Attorney

CITY OF VICTORVILLE RISK MANAGEMENT
Exhibit L - 6
43579360.9
By:---------------
Name: Charles Buquet
Title: Risk Manager
Exhibit M
43579360.9

EXHIBITM

RESERVED
Exhibit M

EXHIBITN

NOTICES
AM Wind Repower LLC ("Seller")
All Notices:

Brookfield Renewable
Jacob Pollack
200 Liberty Street, 14th Floor
New York, NY 10281
Phone: 646.992.2400
Facsimile: 646.992.2470
Email: Jacob. [email protected]
Reference Numbers:

Duns: ( to be provided)
Federal Tax ID Number: 84-3487180
Invoices:

E-mail:

GmBEMSettlement 1 (a),brookfieldrenewable.com
Scheduling:

Phone: 819.561.8645
Email:

GmBEMSettl ement [email protected]
Confirmations: (to be provided)
Attn:

Phone:

Facsimile:

Email:

Payments:

E-mail:

GmBEMSettlement [email protected]
Exhibit N - 1
CITY OF VICTORVILLE ("Buyer")
All Notices:

City of Victorville
Attn: Keith Metzler, City Manager
14343 Civic Drive
Victorville, CA 92392
Phone: 760.955.5030
E-mail: [email protected]
Reference Numbers:

Duns: 09-324-0653
Federal Tax ID Number: 95-2235918
Invoices:

City of Victorville Municipal Utility Services
Attn: Kinda Salloum
Phone: 760.243.1901
Email: [email protected]
Scheduling:

Day-Ahead:

Phone: 916.458.4079
Email: [email protected]
Real Time:

Phone:760.483 .5000
Email:[email protected]
Additional Contact: Eric Vaa
Phone: 916.985.9461
[email protected]
Confirmations:

Attn: Brenda Hampton
Phone: 760.243.6341
Email: bhamQton(a),victorvilleca. gov
Payments:

Attn: Kinda Salloum
Phone: 760.243.1901
Email: [email protected]?ov
AM Wind Repower LLC ("Seller")
Wire Transfer:

BNK: (to be provided)
Swift:

ABA:

ACH:

ACCT:

With additional Notices of an Event of Default
to:

Brookfield Renewable
Attn: Marco Talamo, Regional VP West Markets
200 Liberty Street, 14th Floor
New York, NY 10281
Phone: 646.992.2548
Facsimile: 646.992.2470
Email: [email protected]
Emergency Contact:

Attn: Jared Cooley, Senior Manager Operations
Phone: 661.823.2155
Email: Jared. [email protected]
Alternate Emergency Contact:

Operator at North American System Control Centre
(NASCC)
Phone: 819.561.8970
Email: N AS CC-Desk 1 [email protected]
Exhibit N - 2
43579360.9
CITY OF VICTORVILLE ("Buyer")
Wire Transfer:

BNK: (to be provided)
ABA:

ACCT:

With additional Notices of an Event of
Default to:

Green de Bortnowsky, LLP
Attn: Andre de Bortnowsky, City Attorney
30077 Agoura Court, Suite 210
Agoura Hills, CA 91301
Phone: 818.704.0195
Email: [email protected]
Emergency Contact:

Attn: Brenda Hampton
Phone: 760.243.6341
E-mail: [email protected]

EXHIBITO

BUYER'S RIGHT OF FIRST OFFER FOR DEVELOPMENT OF EXPANSION PLANT Buyer Power Allocation (MW)
Buyer Power Allocation (% )
43579360.9
27MW

11.00 MW

40.74%
Exhibit O - 1
30MW

12.50 MW

41.66%
39MW

15.50 MW

39.74%

EXHIBITP

NOTICE OF VICTORVILLE'S RIGHTS

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

City of Victorville
14343 Civic Drive
Victorville, California 92392
Attention: City Clerk
APN: ---------
(Space Above for Recorder's Use Only)
Exhibit P - 1

NOTICE OF VICTORVILLE'S RIGHTS
NOTICE IS HEREBY GIVEN THAT THE CITY OF VICTORVILLE, a California municipal corporation and Charter City ("Victorville"), and AM Wind Repower LLC, a Delaware limited liability corporation ("Seller"), have entered into that Renewable Power Purchase and Sale Agreement dated as of _____ ( as amended, supplemented and revised from time to time, the "Agreement"). Pursuant to the Agreement, Victorville has the right to purchase all electric energy and Green Attributes (as such terms are defined in the Agreement) associated with or attributable to the Facility (as defined under the Agreement) located or to be located on that certain real property (the "Property") more particularly described on Exhibit A attached hereto and incorporated herein by the reference.

Victorville's rights shall terminate as set forth in the Agreement, but not later than __ .

This Notice shall terminate automatically on __ , unless earlier terminated by Victorville by recording a notice of termination.

Reference is made to the Agreement for the terms and conditions of Victorville's rights.

In the event of a conflict between the terms of this Notice and the terms of the Agreement, the terms of the Agreement shall control.
[Signatures on the following page]
Exhibit P
Item Number: 16
City Council / Board of Directors
Written Communications
Meeting of: July 18, 2023
Submitted By:

Scott Webb, City Planner

Subject:

Discussion and possible action to amend Resolution No. 21-017 with respect to attendance requirements for Community Revitalization Investment Authority (CRIA) Board Members and the terms and replacement of public members of the CRIA Board.

Recommendation:

That the City Council adopt Resolution No. 23-065, thereby amending Resolution No. 21- 017 with respect to attendance requirements for Community Revitalization Investment Authority (CRIA) Board Members and the terms and replacement of public members of the CRIA Board.

Fiscal Impact:

The proposed action creates no fiscal impact.

Strategic Plan Goal:

The CRIA is a tool intended to support the revitalization of Old Town, which aligns with Goal C., entitled "Community and Economic Development," of the City's Strategic Action Plan.

Background:

In 2015, the State legislature approved Assembly Bill 2, which authorized local government agencies to form a Community Revitalization and Investment Area (CRIA).

A CRIA can finance the revitalization of disadvantaged communities through planning and financing infrastructure improvements, economic development activities, and affordable housing using property tax increment contributed by eligible, consenting taxing entities. All actions required in the process of forming a CRIA are outlined in Government Code (GOV) Sections 62000 through 62208.

For the past few years, the City has been exploring the creation of a CRIA to help finance housing and economic development, primarily to revitalize Old Town. At its August 17, 3 2
1 5
2021 meeting, the City Council adopted Resolution No. 21-017 (Attachment A) forming the CRIA and establishing procedures for the selection of members of the public to serve as members of the CRIA Board. State law requires the Victorville CRIA Board to consist of a total of five (5) members - three (3) members of the City Council and two (2) members of the public who live or work within the CRIA Plan Area. Pursuant to this requirement, the City Council appointed three City Council members at its August 17, 2021 meeting and two members of the public at its November 2, 2021 meeting to serve on the CRIA Board. The CRIA Board has since been conducting meetings in an effort to approve a CRIA Plan. The CRIA Plan sets the territory to be covered by the plan and establishes the goals, objectives and programs to indicate how the future tax increment will be utilized.

Discussion:

Following numerous absences by CRIA Board public members, the City Council gave direction at their June 20, 2023 City Council meeting for City staff to bring forward a new resolution that contemplates what is acceptable attendance and participation.

For the City Council’s consideration, Resolution No. 23-065 (Attachment B) has been drafted by the City Attorney as an amendment to the CRIA forming Resolution No. 21- 017 (Attachment A). This amending resolution would establish the following attendance and participation requirements:
•Attend and participate in the minimum number of CRIA Board meetings. •To the extent any Board Member misses two consecutive meetings, the occupied seat shall automatically be deemed vacated, unless the absence is excused by a majority vote of the CRIA Board.

In the event a public member vacancy exists, the proposed resolution (Attachment B) stipulates the City Council as the appointing body authorized to appoint replacements through a nomination process. Such nominations and appointments of the public members would be completed in a four-step process involving posting of notices of vacancy in accordance with Government Code Section 54974, application collection, a selection committee’s review, and the selection committee’s recommendations to the City Council for approval. The Selection Committee would include the City’s Mayor, Mayor Pro Tem, and City Manager.

The CRIA Board is scheduled to reconvene on August 7, 2023 to hold a public meeting to discuss the CRIA Plan. If the Resolution No. 23-065 (Attachment B) is approved by the City Council, City staff will present, for the CRIA Board’s consideration, updated CRIA Board Bylaws that align with the attendance, participation and replacement requirements contained within Resolution No. 23-065. The CRIA Board will also have a chance to consider if any prior absence by a member of the CRIA Board is excusable.

Attachments: A. Resolution No. 21-017
B. Proposed Resolution No. 23-065

ATTACHMENT B
RESOLUTION NO. 23-065
RESOLUTION NO. 23-065

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VICTORVILLE AMENDING RESOLUTION NO. 21-017 WITH RESPECT

TO ATTENDANCE REQUIREMENTS FOR COMMUNITY

REVITALIZATION INVESTMENT AUTHORITY (CRIA) BOARD
MEMBERS; ESTABLISHING PROCEDURES FOR THE REPLACEMENT

OF MEMBERS OF THE PUBLIC WHOSE SEATS HAVE BEEN
VACATED; AND ADDRESSING FURTHER MATTERS WITH RESPECT

TO THE APPOINTMENT AND TERMS OF OFFICE OF CRIA BOARD

MEMBERS
WHEREAS, the California Legislature approved Assembly Bill 2 (Stats. 2015, c. 319, as amended), and thereby enacted Part 1 (commencing with Section 62000) of Division 4 of Title 6 of the Government Code (“CRIA Law”) to create a planning and financing tool for local governments to address areas characterized by unsafe or unhealthy buildings in which persons live or work; conditions that make the viable use of buildings or parcels difficult; high business vacancies and lack of employment opportunities; and inadequate public improvements, water, or sewer utilities; and WHEREAS, pursuant to the CRIA Law the City created a public body, corporate and politic known as a “Community Revitalization and Investment Authority” (“CRIA”) to operate in the community, and to grant the CRIA jurisdiction to carry out a community revitalization plan (“Plan”) within a community revitalization and investment area (“Plan Area”); and
WHEREAS, the City Council deems it appropriate to amend former Resolution 21- 017 with respect to the attendance requirements for CRIA Board Members and other matters relating to the appointment and terms of office of the CRIA Board members; and WHEREAS, all other legal prerequisites to the adoption of this Resolution have occurred.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF VICTORVILLE DOES HEREBY RESOLVE AS FOLLOWS:

SECTION 1. The foregoing recitals are true and correct and incorporated herein as substantive findings.

SECTION 2. Section 6.a of Resolution No. 21-017 shall be amended to read as follows:
a. Attend and participate in the minimum number of Board meetings. To the extent any Board Member misses two consecutive meetings, the occupied seat shall automatically be deemed vacated, unless the absence is excused by a majority vote of the CRIA Board. In the event such a vacancy is created, the Victorville City Council shall select a replacement in a manner consistent with Section 6.A of this resolution.

SECTION 3. A new Section 6.A shall be added to Resolution No. 21-017 to read as follows:

SECTION 6.A. To the extent there are vacancies with respect to the Public Members who serve on the CRIA Board, the City Council shall accept nominations for and make appointments of the Public Members to the Board. Such nominations and appointments of the Public Members shall be completed in a four-step process involving posting of notices of vacancy in accordance with Government Code Section 54974, application collection, a selection committee’s review, and the selection committee’s recommendations to the City Council for approval. The Selection Committee shall include the City’s Mayor, Mayor Pro Tem, and City Manager.

SECTION 4. The last sentence of Section 7 of Resolution No. 21-017 shall be amended to read as follows:

The City Council may modify the rules and regulations governing the manner and method of future appointments to the CRIA Board, as well as the terms of office of Board members.

SECTION 5. The City Clerk shall certify to the adoption of this Resolution, and it shall become effective immediately upon approval.

P:\APPS\WPDATA\VVCA\0001-56 CRIA\703.6-ATTACHMENT B - RESOLUTION NO. 23-065 SW 07.12.23 TLT 07.13.23.DOCX Item Number: 17
City Council / Board of Directors
Written Communications
Meeting of: July 18, 2023
Submitted By:

Jennifer Thompson, City Clerk

Subject:

Cancellation of the August 1, 2023, regular City Council meeting Recommendation:

Any action is at the discretion of Your Honorable City Council.

Fiscal Impact:

There is no fiscal impact associated with this item.

Discussion:

Pursuant to Chapter 3, Section III B of the City Council Policy and Procedure Manual, any regular or special meeting of the Council may be cancelled in advance by a majority vote of the Council during a prior meeting of the Council. Due to National Night Out falling on the August 1, 2023, City Council meeting and being that there are currently no business items scheduled for this meeting, staff recommends cancellation of the August 1, 2023, meeting. However, any action is at the discretion of Your Honorable City Council.

Staff remains available for any questions or comments you might have.

Attachments: None
Item Number: 18
City Council / Board of Directors
Written Communications
Meeting of: July 18, 2023
Submitted By:

Jennifer Thompson, City Clerk

Subject:

Annual League of California Cities voting delegate and alternate(s) Recommendation:

That Your Honorable City Council designate the voting delegate and alternate(s) for the League of California Cities Annual Conference & Expo, September 20-22, 2023.

Fiscal Impact:

There is no fiscal impact associated with this item.

Discussion:

The League of California Cities Annual Conference is being held September 20-22, 2023, in Sacramento. An important part of the Annual Conference is the Annual Business Meeting (during General Assembly) on Friday, September 22, 2023. At this meeting, Cal Cities membership considers and acts on resolutions that establish Cal Cities policy.

In order to vote at the Annual Business Meeting, the City Council must designate a voting delegate and up to two alternate voting delegates, one of whom may vote if the designated voting delegate is unable to serve in that capacity.

Consistent with Cal Cities bylaws, a city’s voting delegate and up to two alternates must be designated by the City Council. Conference registration is required to attend and vote during this meeting.

Attachments: A. Voting Delegate Packet

ATTACHMENT A

1400 K Street, Suite 400, Sacramento, CA 95814 • 916.658.8200 • calcities.org DATE: Wednesday, June 21, 2023
TO: Mayors, Council Members, City Clerks, and City Managers RE: DESIGNATION OF VOTING DELEGATES AND ALTERNATES
L
eague of California Cities Annual Conference and Expo, Sept. 20-22, 2023, Sacramento SAFE Credit Union Convention Center
Ev
ery year, the League of California Cities convenes a member-driven General Assembly at the Cal Cities Annual Conference and Expo. The General Assembly is an important opportunity where city officials can directly participate in the development of Cal Cities policy.

Tak
ing place on Sept. 22, the General Assembly is comprised of voting delegates appointed by each member city; every city has one voting delegate. Your appointed voting delegate plays an important role during the General Assembly by representing your city and voting on resolutions.

To ca
st a vote during the General Assembly, your city must designate a voting delegate and up to two alternate voting delegates, one of whom may vote if the designated voting delegate is unable to serve in that capacity. Voting delegates may either be an elected or appointed official.

Pl
ease complete the attached voting delegate form and email it to Cal Cities office no later than Monday, August 28.

New
this year, we will host a pre-conference information session for voting delegates to explain their role. Submitting your voting delegate form by the deadline will allow us time to establish voting delegate/alternate records prior to the conference and provide pre- conference communications with voting delegates.

Please view Cal Cities’ event and meeting policy in advance of the conference.

Act
ion by Council Required. Consistent with Cal Cities bylaws, a city’s voting delegate and up to two alternates must be designated by the city council. When completing the attached Voting Delegate form, please attach either a copy of the council resolution that reflects the council action taken or have your city clerk or mayor sign the form affirming that the names provided are those selected by the city council.

Pl
ease note that designating the voting delegate and alternates must be done by city council action and cannot be accomplished by individual action of the mayor or city manager alone.

Council Action Advised by August 28, 2023

Conference Registration Required. The voting delegate and alternates must be registered to attend the conference. They need not register for the entire conference; they may register for Friday only. Conference registration is open on the Cal Cities website.

For a city to cast a vote, one voter must be present at the General Assembly and in possession of the voting delegate card and voting tool. Voting delegates and alternates need to pick up their conference badges before signing in and picking up the voting delegate card at the voting delegate desk. This will enable them to receive the special sticker on their name badges that will admit the voting delegate into the voting area during the General Assembly.

Transferring Voting Card to Non-Designated Individuals Not Allowed. The voting delegate card may be transferred freely between the voting delegate and alternates, but only between the voting delegate and alternates. If the voting delegate and alternates find themselves unable to attend the General Assembly, they may not transfer the voting card to another city official.

Seating Protocol during General Assembly. At the General Assembly, individuals with a voting card will sit in a designated area. Admission to the voting area will be limited to the individual in possession of the voting card and with a special sticker on their name badge identifying them as a voting delegate.

The voting delegate desk, located in the conference registration area of the SAFE Credit Union Convention Center in Sacramento, will be open at the following times:

Wednesday, Sept. 20, 8:00 a.m.- 6:00 p.m. and Thursday, Sept. 21, 7:30 a.m.- 4:00 p.m. On Friday, Sept. 22, the voting delegate desk will be open at the General Assembly, starting at 7:30 a.m., but will be closed during roll calls and voting.

The voting procedures that will be used at the conference are attached to this memo.

Please share these procedures and this memo with your council and especially with the individuals that your council designates as your city’s voting delegate and alternates.

Once again, thank you for completing the voting delegate and alternate form and returning it to Cal Cities office by Monday, Aug. 28. If you have questions, please contact Zach Seals at [email protected].

Attachments:
• General Assembly Voting Guidelines
• Voting Delegate/Alternate Form
• Information Sheet: Cal Cities Resolutions and the General Assembly

1400 K Street, Suite 400, Sacramento, CA 95814 • 916.658.8200 • calcities.org

General Assembly Voting Guidelines

1. One City One Vote. Each member city has a right to cast one vote on matters pertaining to Cal Cities policy.

2. Designating a City Voting Representative. Prior to the Cal Cities Annual Conference and Expo, each city council may designate a voting delegate and up to two alternates; these individuals are identified on the voting delegate form provided to the Cal Cities Credentials Committee.

3. Registering with the Credentials Committee. The voting delegate, or alternates, may pick up the city's voting card at the voting delegate desk in the conference registration area. Voting delegates and alternates must sign in at the voting delegate desk. Here they will receive a special sticker on their name badge and thus be admitted to the voting area at the General Assembly.

4. Signing Initiated Resolution Petitions. Only those individuals who are voting delegates (or alternates), and who have picked up their city’s voting card by providing a signature to the credentials committee at the voting delegate desk, may sign petitions to initiate a resolution.

5. Voting. To cast the city's vote, a city official must have in their possession the city's voting card and voting tool; and be registered with the credentials committee. The voting card may be transferred freely between the voting delegate and alternates but may not be transferred to another city official who is neither a voting delegate nor alternate.

6. Voting Area at General Assembly. At the General Assembly, individuals with a voting card will sit in a designated area. Admission to the voting area will be limited to the individual in possession of the voting card and with a special sticker on their name badge identifying them as a voting delegate.

7. Resolving Disputes. In case of dispute, the credentials committee will determine the validity of signatures on petitioned resolutions and the right of a city official to vote at the General Assembly.

CITY: ________________________________________
202
3 ANNUAL CONFERENCE

VOTING DELEGATE/ALTERNATE FORM
Please complete this form and return it to Cal Cities office by Monday, August 28, 2023.

Forms not sent by this deadline may be submitted to the Voting Delegate Desk located in the Annual Conference Registration Area. Your city council may designate one voting delegate and up to two alternates.

To vote at the General Assembly, voting delegates and alternates must be designated by your city council. Please attach the council resolution as proof of designation. As an alternative, the Mayor or City Clerk may sign this form, affirming that the designation reflects the action taken by the council.

Please note: Voting delegates and alternates will be seated in a separate area at the General Assembly. Admission to this designated area will be limited to individuals (voting delegates and alternates) who are identified with a special sticker on their conference badge. This sticker can be obtained only at the voting delegate desk.

1. VOTING DELEGATE
Name:

Title:

2. VOTING DELEGATE - ALTERNATE
Name:

Title:

Email: _______________________________
Email: ______________________________

3. VOTING DELEGATE - ALTERNATE
Name:

Title:

Email: _____________________________

ATTACH COUNCIL RESOLUTION DESIGNATING VOTING DELEGATE AND

ALTERNATES OR
ATTEST: I affirm that the information provided reflects action by the city council to

designate the voting delegate and alternate(s).

Na
me: ____________________________________ Email: _________________________________ Mayor or City Clerk: ________________________ Date: __________ Phone: ________________ (circle one) (signature)
Please complete and email this form to [email protected] by Monday, August 28, 2023.

Sixty days before the
Annual Conference and
Expo, Cal Cities members
may submit policy
proposals on issues of
importance to cities. The
resolution must have the concurrence
of at least five additional member cities
or individual members.

How it works: Cal Cities
Resolutions and the General Assembly
General Assembly
General Resolutions
Policy Committees
Developing League of California Cities policy is a dynamic process that engages a wide range of members to ensure that we are representing California cities with one voice. These policies directly guide Cal Cities advocacy to promote local decision-making, and lobby against statewide policy that erodes local control.

The resolutions process and General Assembly is one way that city officials can directly participate in the development of Cal Cities policy. If a resolution is approved at the General Assembly, it becomes official Cal Cities policy. Here’s how Resolutions and the General Assembly works.

The petitioned resolution
is an alternate method
to introduce policy
proposals during the
annual conference. The
petition must be signed by
voting delegates from 10% of member
cities, and submitted to the Cal Cities
President at least 24 hours before the
beginning of the General Assembly.

Petitioned Resolutions
The Cal Cities President
assigns general resolutions
to policy committees where
members review, debate,
and recommend positions for
each policy proposal. Recommendations are
forwarded to the Resolutions Committee.

Who’s who
The Resolutions
Committee includes
representatives from
each Cal Cities diversity
caucus, regional
division, municipal
department, policy
committee, as well as
individuals appointed by
the Cal Cities president.

Voting delegates
are appointed by each
member city; every city
has one voting delegate.

The General Assembly
is a meeting of the
collective body of
all voting delegates —
one from every
member city.

Seven Policy
Committees meet
throughout the year to
review and recommend
positions to take on
bills and regulatory
proposals. Policy
committees include
members from each Cal
Cities diversity caucus,
regional division,
municipal department,
as well as individuals
appointed by the Cal
Cities president.

During the General Assembly, voting delegates
debate and consider general and petitioned
resolutions forwarded by the Resolutions Committee.

Potential Cal Cities bylaws amendments are also
considered at this meeting.

Cal Cities policy
development is a
member-informed
process, grounded
in the voices and
experiences of city
officials throughout
the state.

For more information visit www.calcities.org/general-assembly Prior to the Annual Conference and Expo
Resolutions Committee
The Resolutions Committee
considers all resolutions.

General Resolutions approved1
by either a policy committee
or the Resolutions Committee
are next considered by the General
Assembly. General resolutions not approved,
or referred for further study by both a policy
committee and the Resolutions Committee
do not go the General Assembly. All
Petitioned Resolutions are considered by the
General Assembly, unless disqualified.2
• Voting delegates will receive increased communications to prepare them for their role during the General Assembly.
• The General Assembly will take place earlier to allow more time for debate and discussion.
• Improvements to the General Assembly process will make it easier for voting delegates to discuss and debate resolutions.

What’s new in 2023?
During the Annual Conference and Expo
1 The Resolution Committee can amend a general resolution prior to sending it to the General Assembly. 2 Petitioned Resolutions may be disqualified by the Resolutions Committee according to Cal Cities Bylaws Article VI. Sec. 5(f).

Item Number: 19
City Council / Board of Directors
Written Communications
Meeting of: July 18, 2023
Submitted By:

Scott Webb, City Planner

Subject:

Transitional and Supportive Housing Overview
Recommendation:

That the City Council receive and file a report and presentation on Transitional and Supportive Housing.

Fiscal Impact:

There is no fiscal impact associated with this receive and file item.

Strategic Plan Goal:

This item is provided for informational purposes only and is not directly associated with a Strategic Plan effort.

Background:

California requires all local governments (cities and counties) to adequately plan to meet the housing needs of everyone in the community. Local governments meet this requirement by adopting housing plans (“Housing Elements”) as part of their General Plans. General Plans serve as the blueprint for how local jurisdictions will grow and develop. Victorville is required to maintain a General Plan, with all chapters (“Elements”) maintained in compliance with State law. Victorville’s General Plan includes seven elements: land use, circulation, resource, noise, safety, environmental justice, and housing. Housing Elements are required to be approved, currently every eight years, by the California Department of Housing and Community Development (HCD). HCD last certified Victorville’s 6th Cycle Housing Element as in compliance with all applicable housing laws on February 9, 2022.

California Government Code (CA Gov. Code) Sections 65583 and 65583.2 require the Housing Element to provide for a variety of housing types including multifamily rental housing, factory-built housing, mobile homes, housing for agricultural employees, 3 1
9 1
supportive housing, single-room occupancy units, emergency shelters, and transitional housing. The Housing Element must also demonstrate that transitional housing and supportive housing, which are a type of group home, are considered a residential use and subject to only those restrictions that apply to other residential dwellings of the same type in the same zone (California Government Code Section 65583(a)(5)).

The City of Victorville was first required by HCD to comply with transitional and supportive housing allowances with the conditional approval of Victorville’s 5 th Cycle Housing Element in 2015. Attachment A is the 2015 letter from HCD requiring the City to update zoning for transitional and supportive housing as a residential use permitted by-right. The City accordingly complied with the requirement with the passage of Ordinance No. 2339 later that same year.

In 2014, HCD issued a memorandum to clarify the definition of transitional and supportive housing (Attachment B). The State defines these two housing types as:
"Transitional housing" means buildings configured as rental housing developments, but operated under program requirements that require the termination of assistance and recirculating of the assisted unit to another eligible program recipient at a predetermined future point in time that shall be no less than six months from the beginning of the assistance.
"Supportive housing" means housing with no limit on length of stay, that is occupied by the target population, and that is linked to an onsite or offsite service that assists the supportive housing resident in retaining the housing, improving his or her health status, and maximizing his or her ability to live and, when possible, work in the community.

The memorandum also defines the target population as:
“Target Population” means persons with low incomes who have one or more disabilities, including mental illness, HIV or AIDS, substance abuse, or other chronic health condition, or individuals eligible for services provided pursuant to the Lanterman Developmental Disabilities Services Act (Division 4.5 (commencing with Section 4500) of the Welfare and Institutions Code) and may include, among other populations, adults, emancipated minors, families with children, elderly persons, young adults aging out of the foster care system, individuals exiting from institutional settings, veterans, and homeless people.

By definition, transitional housing, in contrast to supportive housing, may limit the length of stay, is not required to provide supportive services, and is not limited to residents within the “target population.” Supportive housing has no limit on the length of stay and is required to link residents to onsite or offsite supportive services.

In summary, transitional housing and supportive housing are permitted by-right in all zones allowing residential uses and are not subject to standards (e.g., site manager, 3 1
9 1
visitation limitations, occupancy standards) not imposed on similar dwellings (e.g., single- family home, apartments) in the same zone in which the transitional housing and supportive housing is located. Effectively, the State of California has preempted local governments from enacting more restrictive laws on transitional and supportive housing.

Discussion:

As mentioned in the background section of this report, transitional and supportive housing are considered a type of group home protected under state housing laws. HCD recently issued a Group Home Technical Advisory (Attachment C) in December 2022, which provides further guidance about applicable housing law. The Technical Advisory is intended for local governments, but also beneficial to group home operators and residents. The following is a summary of pertinent information regarding requirements to operate, duties and obligations of local governments, and nuisance protections.

Requirements to Operate
Some categories of group housing, such as those serving children or those providing alcohol and other drug treatment, require state licenses from the California Department of Social Services and the Department of Health Care Services respectfully. But many, if not most, group homes do not require state licenses to operate.

The City of Victorville, pursuant to Section 16-7.01.040 of the Municipal Code, requires all businesses operating from a residential zone to obtain a business license. During the business license review, City staff verifies the operator of the transitional or supportive housing follows state law. This essentially entails a review to determine if the housing program/business meets the definition of Transitional or Supportive Housings and applicable laws for building occupancy.

Duties and Obligations of Local Governments
Local governments are obligated to comply with state housing laws, including, for example, the Planning and Zoning Law (CA Gov. Code, § 65000 et seq.), Housing Element Law (CA Gov. Code, §§ 65580‐65589.11), Affirmatively Furthering Fair Housing provisions (See, e.g., CA Gov. Code, §§ 8899.50, 65583, subds. (c)(5),(10)), Anti- Discrimination in Land Use Law (CA Gov. Code, § 65008), and the Fair Employment and Housing Act (CA Gov. Code, § 12900 et seq.). Local governments that fail to comply with these laws are subject to litigation and loss of funding. For example, the Attorney General has intervened on behalf of HCD to aid a non-profit organization that was denied a Conditional Use Permit to operate a 15-person group home in Anaheim serving formerly homeless women with metal health disabilities. Also, failure to maintain a certified Housing Element, prevents local governments from receiving certain funding sources, such as the Permanent Local Housing Allocation (PLHA). Victorville currently receives over $1,000,000 in PLHA funding annually.

Nuisance Protections
Most group homes are not monitored regularly by a branch of government, other than the public agency funding the group home. If local governments become aware of a group home operator engaging in activities that constitute public nuisances; violating generally 3 1
9 1
applicable building, housing, or other health and safety laws; committing fraud; or engaging in other illegal activities, they can address these issues through the same code enforcement and other legal processes they apply to others who violate municipal codes and other laws.

According to HCD, local governments that follow state housing laws can still address concerns about group homeowners or operators that mistreat or abuse their residents, engage in insurance fraud or other illegal practices, or operate their homes in unsafe manners or in ways that create public nuisances. But research has shown, as noted in the HCD Group Home Technical Advisory, that these problems are limited to a small minority of group homes, with the majority of group homes being well managed and operating compatibly with their surrounding neighborhoods, while providing essential housing resources.

Staff will provide a brief presentation of transitional and supportive housing during the July 18, 2023 City Council agenda item, and will be available to answer questions.

Attachments:A. 2015 HCD Housing Element Compliance Letter B. 2014 HCD Memorandum for Transitional and Supportive Housing C. 2022 HCD Group Home Technical Advisory

ATTACHMENT A
2015 HCD Housing Element Compliance Letter

ATTACHMENT B
2014 HCD Memorandum for Transitional and Supportive Housing

ATTACHMENT C
2022 HCD Group Home Technical Advisory

December 2022

GROUP HOME

TECHNICAL ADVISORY

CA DEPARTMENT OF HOUSING AND COMMUNITY DEVELOPMENT

DIVISION OF HOUSING POLICY DEVELOPMENT

TABLE OF CONTENTS

1. Executive Summary 1

2. Terms Used 5

3. Background 6

4. Framework for Assessing if Local Land Use Policies and Practices Comply with State Housing Laws’ Protections of Group Homes 8
A. Do the Policies and Practices Comply with Housing Element Law and AFFH Requirements? 9
B. Do the Policies and Practices Unlawfully Discriminate Based on Disability or Other Protected Characteristics? 12
i. Intentional Discrimination 14
ii. Discriminatory Effects 17
iii. Reasonable Accommodations 18

5. Supportive Housing and Transitional Housing Requirements 20

6. State Law Provides Broader Protections Than Federal Law 22

7. Common Issues In Local Ordinances That Regulate Group Homes 23 A. Definitions of Single Housekeeping Units or Single-Family Homes 24 B. Requirements that All Group Homes with More than Six Residents Must Obtain Permits to Locate in Single-Family Zones 25
C. Retroactive Compliance 27
D. Spacing Requirements 27
E. Occupancy Limits and Building, Fire, or Other Health and Safety Code Requirements 30
F. Requirements For Operators and Residents 30
G. Civil Actions for Operating Without a Required State License 33 H. Enforcing Generally Applicable Municipal Codes and Other Laws 36

8. Resource Materials and State Contacts 36

1 1. EXECUTIVE SUMMARY

G
roup homes are an especially important type of housing for persons with disabilities.

By supporting their residents’ individualized needs while providing flexible and affordable housing options, group homes help persons with disabilities live in deinstitutionalized settings that facilitate their integration into local communities.

In recent years, some local governments have amended their zoning ordinances to add new regulations for group homes, particularly for recovery residences—group homes that provide housing for persons recovering from alcoholism or drug addiction. These amendments have raised concerns that local governments are not complying with their affirmative obligations under state planning and zoning laws to promote more inclusive communities and affirmatively further fair housing (AFFH). These amendments have also generated disputes and confusion over whether local governments are violating fair housing laws by discriminating against persons with disabilities or other protected characteristics.

Among other concerns, local land use policies and practices can block new group homes from opening, force existing ones to close, and impose costs, legal fees, and administrative burdens that make it difficult for group homes to operate. These concerns arise in the context of a shortage of adequate housing for persons with disabilities, which is a particularly acute problem within California’s broader housing crisis.

With concerns, disputes, and confusion continuing to grow, this Group Home Technical Advisory (Group Home TA) provides guidance on how state planning and zoning and fair housing laws apply when local governments attempt to regulate group homes through land use policies and practices. It is designed to help local governments comply with their obligations under these state laws, including, for example, the Planning and Zoning Law,
1 Housing Element Law,2 AFFH provisions,3 Anti-Discrimination in Land Use Law,4 and the Fair Employment and Housing Act (FEHA)5 (collectively, state housing laws).

The California Department of Housing and Community Development (HCD) is issuing the Group Home TA under its authority to provide guidance about housing law and

1 Gov. Code, § 65000 et seq.
2 Gov. Code, §§ 65580‐65589.11.
3 See, e.g., Gov. Code, §§ 8899.50, 65583, subds. (c)(5),(10). 4 Gov. Code, § 65008.
5 Gov. Code, § 12900 et seq.

2 policy.6 The primary intended users are local planning agencies and their staff, but group home operators, advocates, and residents may also benefit from this information.

Contents
• Background information about group homes and the essential role they play in providing housing for persons with disabilities (pp. 6-8); • General guidance about overall state housing law standards that (1) require local governments to remove constraints on group homes and affirmatively support them, and (2) prohibit local land use policies and practices that discriminate against group home owners, operators, and residents (pp. 8-23); • Specific guidance about how these standards apply to common issues that arise when local governments attempt to regulate group homes through local land use policies and practices (pp. 23-36);
• Lists of state government resource materials and contacts (pp. 36-37).

Policy Guidance Summary
The Group Home TA’s guidance for how local governments can comply with state housing laws regarding group homes includes the following:
• Housing Element Law and AFFH. Assess whether a policy or practice complies with Housing Element Law and AFFH requirements to avoid constraining housing for persons with disabilities and to affirmatively support this housing and its residents’ fair housing choices (pp. 8-12). Consider the Group Home TA’s examples of specific questions to guide local governments’ analysis of these issues (pp.11-12).
• Discriminatory Purpose or Effect. Ensure that the policy or practice does not discriminate on the basis of disability or other characteristics protected by state law. Apply the Group Home TA’s analysis on how to determine if a policy or practice has a discriminatory purpose or effect and how to implement flexible reasonable accommodation procedures that promptly and efficiently resolve accommodation requests in compliance with state housing laws and regulations. (pp. 12-20).

6 See, e.g., Health & Saf. Code, §§ 50152, 50406, subds. (e), (n), 50456, subd. (a), 50459, subd. (a); Gov. Code, § 65585, subd. (a). The Group Home TA is intended to provide general informational guidance only. It does not constitute legal advice.

3 • Supportive and Transitional Housing. Comply with the specific protections for group homes that fall within the definitions of supportive or transitional housing (pp. 20-22).
• State and Federal Law Distinctions. Confirm that a policy or practice complies with state housing laws even if it complies with federal law, because California law provides broader and different protections than federal law (pp. 22-23). • Definition of Single-Family Residence. Avoid restrictive definitions of single housekeeping units or single-family homes that impermissibly constrain group homes from locating in single-family zones. This includes, for example, avoiding definitions that equate group homes with boardinghouses, require all residents to share a common deed or lease, overly scrutinize residents’ living arrangements, or automatically exclude group homes that are owned by for-profit businesses or pay staff to help manage a home’s operations (pp. 24-25). • Group Homes that Do Not Provide Licensable Services. Allow group homes that operate as single-family residences and that do not provide licensable services to locate in single-family neighborhoods, subject only to the generally applicable, nondiscriminatory health, safety, and zoning laws that apply to all single-family residences (pp. 25-26).
• Group Homes that Provide Licensable Services to Six or Fewer Residents.

Allow group homes that operate as single-family residences and that provide licensable services to six or fewer residents to locate in single-family neighborhoods, subject only to the generally applicable, nondiscriminatory health, safety, and zoning laws that apply to all single-family residences (pp. 25- 26).
• Group Homes that Provide Licensable Services to Seven or More Residents. Ensure that any permitting or approval requirements for group homes that provide licensable services to seven or more residents are consistent with state housing laws (pp. 25-26).
• Preexisting Nonconforming Uses. Avoid retroactively applying a new zoning provision to group homes that were already operating before the provision was enacted (p. 27).
• Spacing Requirements. Avoid requirements for minimum spacing between group homes that go beyond those the Legislature has specified for limited types of licensed facilities and that conflict with state housing laws (pp. 27-29).

4 • Occupancy Limits and Building, Fire, or Other Health and Safety Code Requirements. Apply the same, generally applicable, nondiscriminatory occupancy limits and other building, fire, health, and safety requirements to group homes that apply to other housing, subject to reasonable accommodation requirements or the Legislature’s requirements for specific types of licensed facilities, such as those serving persons with limited mobility (p. 29). • Other Requirements for Group Home Operators and Residents. Avoid the other examples of special requirements for operators and residents discussed that can overly constrain group homes, conflict with the duty to affirmatively support this housing, and discriminate on the basis of disability and other protected characteristics. Examples discussed include, among other things, parking requirements, restrictions on residents or staff, neighborhood notice requirements, and local law enforcement registration requirements (pp. 30-33). • State Administrative Procedures for Investigating Licensing Issues. Use the Department of Health Care Services (DHCS) or California Department of Social Services (CDSS) processes for investigating and resolving complaints that unlicensed group homes are providing services that require licenses from these departments (pp. 33-35).
• Public Nuisance and Other Code Enforcement Actions. Use generally applicable, nondiscriminatory laws and code enforcement procedures to investigate and, if appropriate, prosecute group home operators that are creating public nuisances; violating building, housing, fire, or other public health and safety codes; committing fraud; or engaging in other unlawful activities (p. 36).

This summary and the Group Home TA are not intended as all-inclusive guides to every issue that might arise when local governments attempt to regulate group homes. But by following the Group Home TA’s framework and considering how it applies to the examples of common issues, local governments can ensure that their land use policies and practices comply with state housing laws.

Conclusion
Local governments that follow the Group Home TA’s guidance can still address concerns about group homeowners or operators that mistreat or abuse their residents, engage in insurance fraud or other illegal practices, or operate their homes in unsafe manners or in ways that create public nuisances. But research has shown that these problems are limited to a small minority of group homes, with the majority of group homes being well managed and operating compatibly with their surrounding neighborhoods, while providing essential housing resources. Focusing on individual

5 group homes that are problematic is more consistent with state law and helps avoid adopting overly broad and constraining zoning regulations for all group homes.

2. TERMS USED

D
ifferent laws use the term “group homes” to refer to different types of housing for different populations covered by different regulatory schemes. The following terms refer to various types of residences in which unrelated persons share the residence:
• Shared Living Residences—any housing shared by unrelated persons, including, for example, group homes, recovery residences, some community care residential facilities, some supportive and transitional housing, emergency shelters, boardinghouses, dormitories, etc.
• Group Homes—housing shared by unrelated persons with disabilities that provide peer and other support for their residents’ disability related needs and in which residents share cooking, dining, and living areas, and may, in some group homes, participate in cooking, housekeeping, and other communal living activities.
• Licensed Group Homes—group homes that provide services that require licenses under state law.
• Unlicensed Group Homes—group homes that may provide some supportive services for their residents but not services that require licenses under state law. • Recovery Residences or Sober Living Homes—group homes for persons recovering from alcoholism or drug addiction in which the residents mutually support each other's recovery and sobriety and that do not require licenses from DHCS because they do not provide alcoholism or drug addiction recovery and treatment services.
• Alcohol or Other Drug (AOD) Facilities—residential facilities that must obtain licenses from DHCS because they provide alcoholism or drug addiction recovery and treatment services.7

7 See, e.g., Health & Saf. Code, § 11834.02.

6 • Community Care Residential Facilities—residential facilities that must obtain licenses from CDSS because they provide 24-hour nonmedical care and supervision for adults or children.8

3. BACKGROUND

A
mong the many reasons that group homes are essential housing for persons with disabilities is the support these homes provide for their residents’ individualized, disability-related needs. This includes the peer support that group homes encourage their residents to provide to each other when sharing a home, as well as the services these homes can provide. These services range from basic support for independent living to more intensive care and supervision services that require state licenses. By providing peer support, services, or both, group homes help their residents live in deinstitutionalized settings and integrate into local communities. For these and other reasons, as the California Legislature has recognized, “‘persons with disabilities . . . are significantly more likely than other persons to live with unrelated persons in group [homes].’”9
B
ecause group homes are such important housing resources for persons with disabilities, state law not only protects them from discriminatory land use policies and practices, it mandates that local governments affirmatively support group homes locating in their communities.10 Federal law also protects group homes, leading courts across the country to conclude that “‘encourag[ing] and support[ing] handicapped persons' right to live in a group home in the community of their choice’” is “‘the public policy of the United States.’”11
The c
ommunities of choice for many group homes are often single-family neighborhoods. Recovery residences, for example, often locate in single-family

8 See, e.g., Health & Saf. Code, §§ 1502, 1568.01, 1569.2, subds. (o)-(p). 9 Broadmoor San Clemente Homeowners Ass’n v. Nelson, (1994) 25 Cal.App.4th 1, 6, quoting Stats. 1993, ch. 1277, § 18; 12 West Cal.Legis.Services, p. 6038. 10 See, e.g., Gov. Code, §§ 8899.50, 65583, subds. (a)(1), (a)(7), (c)(10). 11 Broadmoor, 25 Cal.App.4th at 9, quoting Rhodes v. Palmetto Pathway Homes, Inc. (South Carolina 1991) 303 S.C. 308, 400 S.E.2d 484, 486.

7 neighborhoods because this helps “‘recovering addicts’ reintegration into society and redevelopment of self-sufficiency.”12
But “for every group home that is successfully established, experts estimate that another closes or never opens because of community opposition.”13 The legislative history of the Fair Employment and Housing Act (FEHA), Government Code section 12900 et seq., and federal Fair Housing Act (“FHA”), 42 U.S.C. section 3601 et seq., show that the Legislature and Congress considered local governments’ longstanding practices of using land use ordinances to exclude group homes when amending these civil rights laws to protect housing for persons with disabilities.14 Loc
al opposition to group homes is often based on fears that they will disrupt neighborhoods, increase crime rates or drug use, generate excessive traffic and parking, or lower property values. But numerous studies, representing decades of research, have found that fears like these are unfounded.15 In fact, studies have shown that group homes are often the best maintained properties on their blocks and function so much like other homes “that most neighbors within one to two blocks . . . do not even know that a group home . . . is nearby.”16
T
his is not to minimize very real problems that have arisen at some group homes. In particular, some local governments have raised concerns based on problems at some recovery residences operated by unscrupulous owners seeking to maximize their profits

12 Laurie C. Malkin, Troubles at the Doorstep: The Fair Housing Amendments Act of 1988 and Group Homes for Recovering Substance Abusers (1995) 144 U. Pa. L. Rev. 757, 772-73 & nn. 55-60; Oxford House, Inc. v. Township of Cherry Hill (“Cherry Hill”) (D. New Jersey 1992) 799 F.Supp. 450, 453.
13 Malkin, supra, n. 12 at 795 & n. 171.
14 See, e.g., Broadmoor, supra, 25 Cal. App. 4th at 6, quoting Stats.1993, ch. 1277, § 18; 12 West Cal.Legis.Services, p. 6038; H.R. Rep. 100-711, 23-24, reprinted in 1988 U.S.C.C.A.N. 2173, 2184-2185.
15 See, e.g., Malkin, supra, n. 12 at 797-798 & nn. 181-184; Council of Planning Librarians, There Goes the Neighborhood - A Summary of Studies Addressing the Most Often Expressed Fears about the Effects Of Group Homes on Neighborhoods in which They Are Placed (Bibliography No. 259) (Apr. 1990); Senate Comm. on Health Analysis of SB 786, Feb. 17, 2017 at 3, 5.
16 Daniel Lauber, A Real LULU: Zoning for Group Homes and Halfway Houses Under The Fair Housing Amendments Act of 1988 (Winter 1996) 29 J. Marshall L. Rev. 369, 384-385 & n. 50-52.

8 at the expense of their residents’ wellbeing. These problems have included neglecting and abusing residents, engaging in insurance fraud, and creating public nuisances.17 While these are very real concerns, the examples of exploitive, abusive, and illegal practices appear to be limited to a small minority of recovery residences.18 Moreover, in contrast to laws specially designed to address fraud, violations of state licensing laws, or health and safety violations and public nuisances, local land use policies are often too blunt and too broadly sweeping for properly addressing these problems. They risk continuing the history of discrimination against group homes by doing more to constrain and exclude well-functioning ones than they do to abate problems at dysfunctional ones.

Before local governments amend their zoning ordinances to regulate group homes, they should first determine if the proposed amendments will comply with state housing laws.

They should apply the Group Home TA’s framework and consider its examples of common issues that arise when local governments attempt to use land use laws to regulate group homes.

4. FRAMEWORK FOR ASSESSING IF LOCAL LAND USE POLICIES AND PRACTICES COMPLY WITH STATE HOUSING LAWS’ PROTECTIONS

OF GROUP HOMES

Conf
irming that local land use policies and practices for group homes comply with state housing laws involves assessing whether they comply with requirements for local governments to affirmatively support this housing in their communities and whether they discriminate on the basis of disability or other protected characteristics. Both assessments are necessary to confirm that a local land use policy or practice complies with state housing laws. Although the Group Home TA discusses Housing Element Law

17 See, e.g., Samantha Schmidt, Drug Rehab ‘Mogul’ Convicted of Sexually Assaulting 7 Female Patients at Treatment Centers, Washington Post, Feb. 27, 2018, https://www.washingtonpost.com/news/morning-mix/wp/2018/02/27/drug-rehab-mogul- convicted-of-sexually-assaulting-7-female-patients-at-treatment-centers/; Danielle L.

Liberman, Current Development, Not Too Sunny in the Sunshine State: The Need to Improve Florida’s Opioid Abuse Treatment Centers to Combat the National Public Health Crisis, 31 Geo. J. Legal Ethics 723, 735-738 (2018). 18 See, e.g., Government Accounting Office, Report to Congressional Requesters:

Substance Use Disorder – Information on Recovery Housing Prevalence, Selected States’ Oversight, and Funding (“GAO Report”) (March 2018) at 7-9 & n.18, available at https://www.gao.gov/assets/gao-18-315.pdf; see also studies cited supra, nn. 15-16.

9 and AFFH requirements before fair housing laws, local governments can assess their compliance with these laws in any order.

A. DO THE POLICIES AND PRACTICES COMPLY WITH HOUSING ELEMENT LAW AND AFFH REQUIREMENTS ?

Calif
ornia law has long promoted more inclusive communities, such as by requiring local governments to protect and promote housing for persons with special needs, including, among others, lower income households and persons with disabilities or who have experienced homelessness.19 Housing Element Law requires local governments to analyze the special housing needs of these populations and develop policies and programs to address those needs.20
A
s of January 1, 2019, AB 686 built upon these existing obligations to broadly require all state or local governments involved in programs or activities related to housing or community development to affirmatively further fair housing and take no actions inconsistent with this requirement.21 The Legislature defined AFFH, to mean:
taking meaningful actions, in addition to combating discrimination, that overcome patterns of segregation and foster inclusive communities free from barriers that restrict access to opportunity based on protected characteristics. Specifically, affirmatively furthering fair housing means taking meaningful actions that, taken together, address significant disparities in housing needs and in access to opportunity, replacing segregated living patterns with truly integrated and balanced living patterns, transforming racially and ethnically concentrated areas of poverty into areas of opportunity, and fostering and maintaining compliance with civil rights and fair housing laws.
22 In
AB 686, the Legislature also amended Housing Element Law to include new, specific AFFH requirements starting in 2021 for local governments when they prepare and implement housing elements. These requirements include, for example, identifying and addressing fair housing issues; analyzing integration and segregation patterns;

19 See, e.g., Gov. Code, § 65583, subds. (a)(1), (a)(7); Housing Elements Building Blocks, available at https://www.hcd.ca.gov/planning-and-community- development/housing-elements/building-blocks.
20 See, e.g., Gov. Code, § 65583, subds. (a)(7), (c).
21 Gov. Code, § 8899.50, subd. (a)(2).
22 Id. at (a)(1).

10 analyzing patterns and trends of disparate housing needs and disproportionate access to housing opportunities; and setting specific goals, adopting responsive policies, and taking effective actions that will affirmatively further fair housing.23 Taken together, the earlier Housing Element Law provisions and the newer AFFH requirements clarify local governments’ affirmative responsibilities regarding group homes. As the historical record and California and federal legislative histories confirm, local land use laws have too often treated group homes as problems to be avoided or restricted. Local governments’ obligations under state law have been misunderstood as being limited to avoiding discrimination and meeting a minimum threshold for fulfilling the locality’s share of regional housing needs for persons with disabilities.

But local governments must go beyond these basic requirements by actively supporting the inclusion of group homes in their communities and removing constraints on this housing. This includes, for example, supporting the housing choices of individuals with protected characteristics.
24 Persons with disabilities have the right to live in accessible housing in the most integrated setting appropriate to their needs, which includes having access to disability-related support and services that individuals need to live in deinstitutionalized settings.25 Local governments must also avoid policies that unjustifiably displace group home occupants from their homes.26 HCD h
as previously issued guidance about local governments’ obligations under older Housing Element Law provisions and the more recently enacted AFFH provisions.

These guidance documents are available through links listed under the Planning and Community Development tab on HCD’s website.27 Local governments should read the detailed guidance provided in these documents, which include:
• Affirmatively Furthering Fair Housing: Guidance for All Public Entities and for Housing Elements (April 2021 Update),28
•
Housing Element Building Blocks,29

23 See, e.g., Gov. Code, § 65583, subd. (c)(10).
24 See, e.g., Gov. Code, § 65583, subd. (c)(10)(A)(iv); 24 C.F.R § 5.151 (2022). 25 See, e.g., Olmstead v. Zimring (1999) 527 U.S. 581, 602, 607; 24 C.F.R. § 5.151 (2022); 28 C.F.R. § 35.130(d), (e)(1) (2022).
26 Gov. Code. § 65583, subd. (c)(10)(A)(v).
27 Available at https://www.hcd.ca.gov/.
28 Available at http://www.hcd.ca.gov/community-
development/affh/docs/AFFH_Document_Final_4-27-2021.pdf. 29 Available at https://www.hcd.ca.gov/planning-and-community-development/housing- elements/building-blocks.

11 • Housing Element Building Blocks – Persons with Disabilities,30 and • Housing Element Building Blocks – Constraints for People with Disabilities.31 HCD’s
earlier guidance documents discuss in more detail how local governments can assess their compliance with Housing Element Law and AFFH requirements. The following types of questions can help local jurisdictions assess if they are meeting their affirmative obligations to protect and promote the housing rights of persons with disabilities:32
•
Has the jurisdiction analyzed the special housing needs of persons with disabilities by including in this analysis, among other things:
o data about the number of persons and households in this group? o quantifiable and qualitative descriptions of their housing needs and descriptions of existing resources or programs for them? o assessments of unmet needs?

•
Has the jurisdiction analyzed and explained how it will meet those needs by, among other things:
o identifying potential programs, policy options, and resources? o discussing local resources and service providers?
o identifying housing types that can accommodate persons with disabilities? o developing housing programs or strategies to address identified needs?

•
Has the jurisdiction analyzed and removed constraints on housing for persons with disabilities by, among other things:
o analyzing potential governmental constraints to the development, improvement, and maintenance of housing for persons with disabilities? o examining ordinances, policies, or practices that are unjustifiably having the effect of constraining or excluding housing variety and availability for persons with disabilities?
o providing reasonable accommodations for persons with disabilities through programs that remove constraints?
o ensuring that its reasonable accommodation procedures comply with state fair housing laws and regulations?
o in general, demonstrating local efforts to remove constraints?

30 Available at https://www.hcd.ca.gov/planning-and-community-development/housing- elements/building-blocks/people-disabilities-including-developmental-disabilities. 31 Available at https://www.hcd.ca.gov/planning-and-community-development/housing- elements/building-blocks/constraints-people-disabilities. 32 See, e.g., Gov. Code, §§ 8899.50, 65583, subds. (a)(4), (7), (c)(3), (5), (10).

12 •
Has the jurisdiction met its AFFH obligations for persons with disabilities by, among other things:
o actively supporting their integration into the local community? o actively supporting their fair housing rights, including their right to choose where to live and to access housing opportunities with services and support for their disabilities?
o considering whether policies and practices are displacing persons with disabilities from their homes?
o examining and redressing segregated living patterns?
o fostering the integration of persons with disabilities into the community? o conducting outreach and education in the community to support the fair housing rights of persons with disabilities?
o identifying and analyzing any policies or practices that have the purpose or effect of discriminating against persons with disabilities, perpetuating their segregation, or impeding their integration?
o examining any justifications for policies or practices with discriminatory effects and identifying and implementing less discriminatory alternatives?

•
Has the jurisdiction conducted individualized, evidence- and data-based research and analysis, including for:
o any specific benefits that it believes a land use policy or practice regarding group homes will provide to persons with disabilities?
o any specific health or safety issues that a jurisdiction believes justify land use polices or practices regarding group homes?33

B. DO THE POLICIES AND PRACTICES UNLAWFULLY DISCRIMINATE BASED ON DISABILITY OR OTHER PROTECTED CHARACTERISTICS ?

I
n addition to the laws requiring local governments to affirmatively support group homes, state fair housing laws prohibit jurisdictions from discriminating against them.34 For example, the Anti-Discrimination in Land Use Law, Government Code section 65008,

33 See, e.g., Cal. Code Regs., tit. 2, §§ 12042, subd. (f), 12179, subd. (b)(3). 34 Fair housing laws protect group homes. See, e.g., Cal. Code Regs., tit. 2, § 12005, subd. (o); Lakeside Resort Enterprises, LP v. Board of Sup's of Palmyra Twp. (3d Cir. 2006) 455 F.3d 154, 159–60. See also infra at pp. 22-23 (explaining that while federal fair housing cases can provide important guidance for interpreting state fair housing laws, California’s fair housing and disability rights laws provide broader protections than federal laws).

13 prohibits discriminatory local land use policies and practices and declares any such discriminatory policies or practices null and void.35 This includes discrimination based on any characteristic protected by the FEHA and other state civil rights laws.36 Disability rights protections extend to persons with disabilities, persons regarded or treated as having, or having had, a disability, or persons with a record or history of a disability.37 Complying with fair housing requirements for individuals with certain types of disabilities, such as individuals with developmental disabilities, will not excuse unlawful discrimination against other individuals with other types of disabilities, such as individuals recovering from alcoholism or drug addiction. 38 T
he Anti-Discrimination in Land Use Law also includes protections not specified in the FEHA, such as prohibitions against land use policies and practices that discriminate against housing for “persons or families of very low, low, moderate, or middle income.”39 Therefore, depending on a group home’s intended occupants, jurisdictions must consider whether their policies discriminate against not only persons with disabilities, but, for example, very low- or low income households if the residence is designed for persons with disabilities who have experienced homelessness.

State fair housing laws protect not only group homes’ occupants, but other persons associated with them or other persons who may be harmed by discriminatory land use policies and practices, such as group homes’ operators, owners, and landlords.40

35 Gov. Code, § 65008, subds. (a), (b)(1). The FEHA similarly prohibits discriminatory land use policies and practices. Gov. Code, § 12955, subd. (l); Cal. Code Regs., tit. 2, §§ 12161, 12162. See also Government Code section 11135 (prohibiting discrimination by recipients of state funding or financial assistance). 36 See, e.g., Gov. Code, §§ 65008, subds. (a)(1)(A), (b)(1)(B)(i), 65583, subd. (c)(5). 37 Gov. Code, § 12926, subds. (j), (m); 42 U.S.C. § 3602(h); Joint Statement of the Department of Housing and Urban Development and the Department of Justice – State and Local Land Use Laws and Practices and the Application of the Fair Housing Act (Nov. 10, 2016) at 6 (“HUD – DOJ 2016 Jt. Stmt. on Local Land Use Laws”), available at https://www.justice.gov/opa/file/912366/download.
38 Recovering from alcoholism or drug addiction is a disability protected by fair housing laws. See, e.g., City of Edmonds v. Washington State Bldg. Code Council, 18 F.3d 802, 803 (9th Cir.1994), aff'd City of Edmonds v. Oxford House (1995) 514 U.S. 725; Cherry Hill, supra, 799 F.Supp. at 459; HUD – DOJ 2016 Jt. Stmt. on Local Land Use Laws at

6. 39 Gov. Code, § 65008, subds. (a)(3), (b)(1)(C).
40 Gov Code § 65008, subds. (a)(1)(A), (b)(1)(B)(ii), incorporating Gov. Code, § 12955, subd. (m).

14 Identifying and correcting discriminatory land use policies and practices requires understanding three general types of discrimination:

1. i ntentional discrimination,

2. d iscriminatory effects, and

3. failure to provide reasonable accommodations.41

i. I NTENTIONAL DISCRIMINATION

I
ntentional discrimination includes “an act or failure to act” in which any protected characteristic “is a motivating factor . . . even though other factors may have also motivated the practice.”42 Unlike employment discrimination law, in which plaintiffs must prove that a defendant’s action or inaction was substantially motivated by a discriminatory purpose, under fair housing law, a “housing practice” can be found illegal if it “demonstrates an intent to discriminate in any manner.”43 I
ntentional discrimination is best understood as purposeful discrimination because it “does not require proof of personal prejudice or animus.”44 Even if local officials are not hostile towards persons with disabilities or act with benign intents to help them, a discriminatory policy or practice can still be unlawful. It is also unlawful for government officials to acquiesce to members of the public’s prejudicial views even if the officials themselves do not share those views.45
E
stablishing intentional discrimination often involves evidence that persons with protected characteristics were treated worse than others without those characteristics.

But this is only one way to prove discrimination.46 Intentional discrimination does not require “the existence of a similarly situated entity who or which was treated better . . . .”47 A local land use policy or practice that “inflicts collateral damage by harming some, or even all, individuals from a favored group in order to successfully

41 Although these are some of the most common, general types of discrimination issues that arise with local land use policies and practices, this is not an exhaustive list. See, e.g., Cal. Code Regs., tit. 2, §§ 12161-62 (listing more detailed examples). 42 Gov. Code, § 12955.8; Harris v. City of Santa Monica (2013) 56 Cal.4th 203, 217- 218; Cal. Code Regs., tit. 2, § 12041, subd. (b).
43 Gov. Code, § 12955.8.
44 Cal. Code Regs., tit. 2, § 12041, subd. (b).
45 Cal. Code Regs., tit. 2, § 12161, subd. (c).
46 Pacific Shores Properties, LLC v. City of Newport Beach (9th Cir. 2013) 730 F.3d 1142, 1158-1159.
47 Id. at 1158.

15 har
m members of a disfavored class does not cleanse the taint of discrimination.”48 Som
etimes it “simply underscores the depth of the defendant’s” discriminatory intent.49 I
ntentional discrimination can be established through facial discrimination, direct evidence, or circumstantial evidence.

FACIAL DISCRIMINATION

Facially discriminatory laws or policies explicitly regulate housing or take an adverse action based on a protected characteristic.50 Local governments can engage in facial discrimination even when a law or policy does not expressly refer to, for example, group homes or persons with disabilities. “Proxy discrimination is a form of facial discrimination” in which a jurisdiction:
enacts a law or policy that treats individuals differently on the basis of seemingly neutral criteria that are so closely associated with the disfavored group that discrimination on the basis of such criteria is, constructively, facial discrimination against the disfavored group. For example, discriminating against individuals with gray hair is a proxy for age discrimination because the fit between age and gray hair is sufficiently close.
51 To avoi
d liability for a law or policy that facially discriminates against persons with disabilities, a local government must show that the policy:
(1) either (a) actually benefits persons with disabilities or (b) is justified by individualized safety concerns raised by the persons the policy affects, and (2) is “the least restrictive means of achieving” one or both of these goals.52

48 Id. at 1159.
49 Id. See also id. at 1158 – 1162 & n. 23.
50 Cal. Code Regs., tit. 2, § 12040, subd. (c).
51 Pacific Shores Properties, 730 F.3d at 1160 n. 23, internal quotations and citations omitted.
52 Cal. Code Regs., tit. 2, §§ 12042, subd. (f), 12161, subd. (d); Larkin v. State of Mich.

Dept. of Social Services (6th Cir. 1996) 89 F.3d 285, 290.

16 These justifications for facial discrimination are “extremely narrow exception[s],” and jurisdictions should be wary of relying on them.53 Jurisdictions must support them with at least, if not more than, the specific and thorough analysis and evidence required by Housing Element Law, including its AFFH provisions. Generalized concerns or ones based on stereotypes will not suffice.54 Jurisdictions should also consider less discriminatory alternatives.55 And in light of jurisdictions’ obligations to “protect existing residents from displacement” and otherwise affirmatively further fair housing, laws or policies that displace group home occupants from their current, chosen residences warrant especially thorough scrutiny.56

DIRECT EVIDENCE

D
irect evidence includes written or oral statements showing in themselves that a protected characteristic was a motivating factor in a local jurisdiction’s decision. Direct evidence can itself establish a violation. The affirmative defenses for facial discrimination claims do not apply to direct evidence claims.57

CIRCUMSTANTIAL EVIDENCE

E
ven when policies or statements in themselves do not establish a discriminatory intent, local land use policies and practices can still be found discriminatory based on circumstantial evidence, which can include: (1) the policy’s or practice’s impact, (2) its historical background, (3) the more recent, specific sequence of events leading up to it, (4) departures from usual procedures, (5) departures from usual substantive standards, and (6) the legislative or administrative history.58

53 Dothard v. Rawlinson (1977) 433 U.S. 321, 334; Bangerter v. Orem City Corp. (10th Cir. 1995) 46 F.3d 1491, 1504; see also Koire v. Metro Car Wash (1985) 40 Cal.3d 24, 31 nn. 7, 8 (explaining that public policy exceptions to Unruh Act’s prohibitions of discrimination are “rare” and “should be carefully and narrowly construed”). 54 Larkin, 89 F.3d at 291-292 (rigorously examining and rejecting an agency’s justifications and evidence for spacing and community notice requirements for group homes in holding that they violate the FHA).
55 Cal. Code Regs., tit. 2, § 12042, subd. (f).
56 See, e.g., Gov. Code, § 65583, subds. (c)(10)(A)(iv), (v). 57 See, e.g., Cal. Code Regs., tit. 2, § 12042, subds. (c)-(e). 58 HUD – DOJ 2016 Jt. Stmt. on Local Land Use Laws at 4, citing Village of Arlington Heights v. Metro. Hous. Dev. Corp. (1977) 429 U.S. 252, 265-68.

17 These factors are not the only ones that may be considered.59 And “very little evidence” is needed to “raise a genuine issue” of a discriminatory intent.60 Procedural or substantive departures from AFFH or housing element requirements when regulating group homes would be relevant evidence to consider in assessing if local officials acted for discriminatory purposes.
ii. D ISCRIMINATORY EFFECTS

Ev
en if a local government has not acted with a discriminatory purpose, its land use policies or practices can be found unlawful if they have an unjustified discriminatory effect. A discriminatory effect is generally established through statistical evidence showing that a policy or practice actually or predictably results in a disparate impact on a group of persons with protected characteristics or that it perpetuates segregation.61 I
f a local land use practice is found to have a discriminatory effect, a jurisdiction can avoid liability if it shows there is a legally sufficient justification for its policy or practice.62 A jurisdiction must establish each of the following:
(1) The practice is necessary to achieve one or more substantial, legitimate, nondiscriminatory purposes;
(2) The practice effectively carries out the identified purpose; (3) The identified purpose is sufficiently compelling to override the discriminatory effect; and
(4) There is no feasible alternative practice that would equally or better accomplish the identified purpose with a less discriminatory effect.63 G
eneralized or hypothetical analysis of these elements will not suffice. They must be “supported by evidence.”64
T
o comply with Housing Element Law, including its AFFH provisions, a jurisdiction should not wait for group home occupants or operators to bring discriminatory effects claims but should research on its own whether its policies or practices have discriminatory effects on these residences. If so, the jurisdiction should also complete

59 Pacific Shores Properties, 730 F.3d at 1159.
60 Id.; Gov. Code, § 12955.8; Cal. Code Regs., tit. 2, § 12041, subd. (b). 61 Cal. Code Regs., tit. 2, § 12060, subd. (b).
62 Cal. Code Regs., tit. 2, § 12062, subd. (b).
63 Id.
64 Cal. Code Regs., tit. 2, § 12062, subd. (c).

18 the evidence-based analysis needed to determine whether there are legally sufficient justifications for these discriminatory policies or practices, including analyzing less discriminatory alternatives.
iii. R EASONABLE ACCOMMODATIONS

Dis
crimination can also arise from a jurisdiction failing “to make reasonable accommodations in rules, policies, practices, or services when these accommodations may be necessary to afford a disabled person equal opportunity to use and enjoy a dwelling.”
65 A request for a reasonable accommodation may only be denied if:
(1) The individual on whose behalf the accommodation was requested is not an individual with a disability;
(2) There is no disability-related need for the requested accommodation (in other words, there is no [connection] between the disability and the requested accommodation);
(3) The requested accommodation would constitute a fundamental alteration of the services or operations of the person who is asked to provide the accommodation.
(4) The requested accommodation would impose an undue financial and administrative burden on the person who is asked to provide the accommodation; or
(5) The requested accommodation would constitute a direct threat to the health or safety of others (i.e., a significant risk of bodily harm) or would cause substantial physical damage to the property of others, and such risks cannot be sufficiently mitigated or eliminated by another reasonable accommodation . . . .
66 Three c
ommon issues, among others, can arise when group home operators or occupants request reasonable accommodations in local land use policies and practices:

1. While a jurisdiction should adopt a formal reasonable accommodations process so that, among other reasons, the public knows how to request accommodations, these processes should be flexible enough to promptly and efficiently resolve accommodations requests without creating

65 Gov. Code, § 12927, subd. (c)(1).
66 Cal Code Regs., tit. 2, § 12179.

19 unnecessary procedural barriers.67 These processes should allow group home operators to request reasonable accommodations “at any time . . . while seeking or enjoying a housing opportunity,” including, for example, when: (1) considering whether to buy or lease a home; (2) filing a permit application, or (3) responding to allegations they have violated a zoning code or other ordinance.68 If local govern
ments are repeatedly denying accommodation requests or delaying resolving them, they should analyze whether this is due to the requestors failing to provide sufficient information and support or to procedures erecting impermissible barriers to accommodations.69

2. “‘[I]n
most cases, an individual’s medical records or detailed information about the nature of a person’s disability is not necessary’” to establish that a person has a disability or that this disability requires a reasonable accommodation in a land use policy or practice.70 A reliable third party with knowledge of a person’s disabilities can usually provide sufficient information for assessing a request for an accommodation in a local land use policy or practice.71 For example, it is well established that persons recovering from alcoholism or drug addiction have disabilities and that recovery residences support their recoveries. Thus, information provided by a recovery residence operator, such as its occupancy or other policies, for example, should generally suffice to establish its occupants have disabilities and the justifications for the

67 See, e.g., id. at §§ 12176, subd. (c), 12178.
68 See, e.g., id. at § 12176, subd. (f).
69 See, e.g., id. at § 12177; see also these examples of reasonable accommodation ordinances: Oakland Mun. Code, ch. 17.131, available at https://library.municode.com/ca/oakland/codes/planning_code?nodeId=TIT17PL_CH17 .131REACPOPR; Model Ordinance for Providing Reasonable Accommodation Under Federal and State Fair Housing Laws (“Model Reasonable Accommodation Ordinance”), Mental Health Advocacy Services, Inc. (September 2003), available at https://www.hcd.ca.gov/community-development/building-blocks/program- requirements/address-remove-mitigate-
constraints/docs/model_reasonable_accomodation_ordinance.pdf. 70 Supplement to Initial Statement of Reasons for FEHC’s Fair Housing Regulations at 26, quoting HUD DOJ May 17, 2004 Joint Statement on Reasonable Accommodations, available at https://www.dfeh.ca.gov/wp-
content/uploads/sites/32/2019/07/FairHousingReg-
SupplementInitialStatementReasons.pdf.
71 Cal. Code Regs., tit. 2, § 12178.

20 r
equested accommodations, allowing local officials to assess the request without probing into the occupants’ private medical records or histories.72

3. De
nials of reasonable accommodation requests must be based on individualized assessments, and specific evidence, not generalized or speculative concerns about group homes or persons with disabilities. The state’s fair housing regulations provide specific guidance about the type of evidence required to meet this standard.73

5. SUPPORTIVE HOUSING AND TRANSITIONAL HOUSING

REQUIREMENTS

I
f a group home operates in ways that fall within the statutory definitions of supportive housing or transitional housing, jurisdictions must also comply with Housing Element Law’s specific protections of these types of housing. This section summarizes these protections, which are explained more fully in other HCD guidance documents, including:
• Housing Accountability Act Technical Assistance Advisory (Sep. 15, 2020),74 •
Housing Element Building Blocks – Zoning for a Variety of Housing Types,75 •
Senate Bill 2 – Legislation Effective January 1, 2008: Local Planning and Approval for Emergency Shelters and Transitional and Supportive Housing (Apr. 10, 2013 update),76 and
• Transitional and Supportive Housing, Chapter 183, Statutes of 2013 (SB 745) (Apr. 24, 2014).77

72 Id; Regional Economic Community Action Program, Inc. v. City of Middletown (2d Cir. 2002) 294 F.3d 35, 47-48 & n.3, superseded on other grounds as stated in Brooker v.

Altoona Housing Authority (W.D. Penn 2013) 2013 WL 2896814 at *9 n. 8. 73 Cal. Code Regs., tit 2, § 12179.
74 Available at https://www.hcd.ca.gov/community-development/housing- element/housing-element-memos/docs/hcd-memo-on-haa-final-sept2020.pdf. 75 Available at https://www.hcd.ca.gov/planning-and-community-development/housing- elements/building-blocks/zoning-variety-of-housing-types. 76 Available at https://www.hcd.ca.gov/community-development/housing- element/housing-element-memos/docs/sb-2-combined-update-mc-a11y.pdf. 77 Available at https://www.hcd.ca.gov/community-development/housing- element/housing-element-memos/docs/sb745memo042414.pdf.

21 Supportive Housing Definition. Government Code section 65582, subdivision (g), defines supportive housing to mean housing that:
• has no limit on the length of stay;
• is linked to onsite or offsite services that assist residents in improving their health status, retaining the housing, and maximizing their ability to live and, where possible, work in the community; and
• is occupied by the “target population,” which “means persons with low incomes who have one or more disabilities, including mental illness, HIV or AIDS, substance abuse, or other chronic health condition, or individuals eligible for services provided pursuant to the Lanterman Developmental Disabilities Services Act . . . and may include, among other populations, adults, emancipated minors, families with children, elderly persons, young adults aging out of the foster care system, individuals exiting from institutional settings, veterans and homeless people.”
78 T
ransitional Housing Definition. Government Code section 65582, subdivision (j), defines “transitional housing” to mean “buildings configured as rental housing developments, but operated under program requirements that require the termination of assistance and recirculating of the assisted unit to another eligible program recipient at a predetermined future point in time that shall be no less than six months from the beginning of the assistance.” Therefore, in contrast to supportive housing, transitional housing may limit the length of stay, is not required to provide supportive services (though may be linked to them), and is not limited to residents within the “target population.”
Key Protections for Supportive and Transitional Housing. If a group home operates in ways that qualify it as either supportive or transitional housing, jurisdictions must comply with Housing Element Law’s additional protections for these types of housing.

This includes the requirement that supportive and transitional housing “shall be considered a residential use of property and shall be subject only to those restrictions that apply to other residential dwellings of the same type in the same zone.”
79 In other words, transitional housing and supportive housing are permitted in all zones allowing residential uses and are not subject to any restrictions (e.g., occupancy limit) not imposed on similar dwellings (e.g., single-family home, apartments) in the

78 Gov. Code, § 65582, subd. (i).
79 Gov. Code, § 65583, subd. (c)(3), emphasis added.

22 same zone in which the transitional housing and supportive housing is located. For example, transitional housing located in an apartment building in a multifamily zone is permitted in the same manner as an apartment building in the same zone, and supportive housing located in a single-family home in a single-family zone is permitted in the same manner as a single-family home in the same zone.

In addition, if supportive housing meets the specifications of Government Code section 65650 et seq, it must be treated as “a use by right in all zones where multifamily and mixed uses are permitted . . . .”
80 By-right approval means that the
use cannot require a conditional use permit or other discretionary review, even if a permit is required for other residential dwellings of the same type in the same zone. 81 This nondiscretionary (i.e., ministerial) approval requirement renders the proposed use statutorily exempt from the California Environmental Quality Act if the project “complies with written, objective development standards and policies.”82 W
hen supportive or transitional housing does require a permit of any type, the Housing Accountability Act limits jurisdictions’ authority to deny the permit.

These limits are discussed at length in HCD’s Housing Accountability Act Technical Assistance Advisory (Sep. 15, 2020).
83 6. STATE LAW PROVIDES BROADER PROTECTIONS THAN FEDERAL LAW

The L
egislature has specified that the FEHA may be interpreted broadly to provide “greater rights and remedies” than federal laws.84 The Legislature has also emphasized that “[t]he law of this state in the area of disability provides protections independent from those in [federal law],” noting that California law “has always, even prior to passage of the federal [ADA], afforded additional protections.”
85 Ex
amples of California providing “greater rights and remedies” than federal law include, among other things, state law’s broader definitions of disabilities (e.g., only requiring a mere limitation of a major life activity for a mental or physical condition to qualify as a

80 Id.
81 Id.
82 Gov. Code, § 65651, subd. (b)(2); Pub. Resources Code, § 21080, subd. (b)(1); Cal.

Code Regs., tit. 14, §§ 15002, subds. (i)(1), 15268(a). 83 See supra, n. 74.
84 Gov. Code, §§ 12955.6, 12993.
85 Gov. Code, § 12926.1, subd. (a).

23 d
isability compared to federal law requiring a substantial limitation); prohibition of land use policies and practices that discriminate against housing designed for persons or families of very low, low, moderate, or middle income; requirements for how local governments must affirmatively support housing for persons with disabilities; specific requirements for supportive and transitional housing; and reasonable accommodations regulations.86
T
herefore, federal laws set a floor, not a ceiling, for the fair housing rights that the state may provide through the FEHA, Anti-Discrimination in Land Use Law, and other state laws.87 Likewise, although federal court decisions about federal fair housing laws can provide important guidance for interpreting state fair housing laws, their interpretations of state laws are not binding authority.88 Confusion can arise if local governments assume that resolving whether a local land use policy or practice complies with federal law automatically resolves whether it complies with state law.

To avoid this confusion, local governments should follow these two general guidelines:
• If a policy or practice violates federal fair housing law, it also likely violates state law.
• But the converse is not necessarily true. If a policy or practice complies with federal fair housing laws, local governments should independently determine whether it complies with state law’s broader protections.

7. COMMON ISSUES IN LOCAL ORDINANCES THAT REGULATE

GROUP HOMES

HCD
cannot anticipate all the issues that might arise if local governments attempt to regulate group homes through local land use laws. But the following are examples of some common ones that can arise.

86 See, e.g., Gov. Code, §§ 12926.1; 65008, subds. (a), (b); 65583, subds. (a), (c); Cal.

Code Regs., §§ 12176-12185.
87 See, e.g., Gov. Code, § 12926.1, subd. (a); California Federal Sav. and Loan Ass’n v.

Guerra (1987) 479 U.S. 272, 285; 42 U.S.C. § 3615.
88 See, e.g., Cal. Code Regs, tit. 2, § 11001, subd. (b).

24 A. DEFINITIONS OF SINGLE HOUSEKEEPING UNITS OR SINGLE-FAMILY HOMES

Z
oning ordinances sometimes attempt to restrict or limit group homes in single-family residential zones (e.g., R-1) through definitions of single housekeeping units or single- family homes. Overly restrictive definitions risk violating not only state housing laws, but the California Constitution’s protections of the rights of unrelated persons to live together in communal housing.89
P
ersons with disabilities choose to live in group homes because these homes provide peer and other support for their residents’ disability-related needs, while helping to integrate residents into their communities. Group homes should be treated as single- housekeeping units if they are designed to foster these mutually supportive peer relationships; allow open-ended stays or at least, on average, stays of more than a few weeks; and provide shared kitchen, dining, living, and other spaces in which residents may, in certain homes, participate in basic, shared cooking and housekeeping activities.

In general, localities should avoid including provisions in definitions of shared- housekeeping units, single-family homes, or other single residential dwellings that:
• Equate group homes with boardinghouses. Group homes’ shared communal purposes to provide peer and other support for their occupants’ disability-related needs and to help integrate them into their local communities makes this an inapt comparison. Boardinghouses do not provide communal housing designed to support the needs of persons with disabilities.
• Require all residents to share a common deed or lease. The California Constitution’s protections of personal privacy extend to individuals’ choices to live together even when they are not joint owners or tenants.90 And group homes can still provide a communal setting that supports their residents’ needs without all residents being joint owners or tenants.
• Automatically exclude group homes that are owned by for-profit businesses or that pay a house manager or resident to help manage a

89 See, e.g., City of Santa Barbara v. Adamson (1980) 27 Cal.3d 123. 90 See, e.g., Coalition Advocating Legal Housing Options v. City of Santa Monica (2001) 88 Cal.App.4th 451, 458-459.

25 home’s
operations. These are well-established models for group homes.91 And persons with certain types of disabilities may need supportive, in-house staff to be able to live in a group home.
• O
verly scrutinize living arrangements by, for example, requiring residents to take care of all housekeeping tasks, share all bathrooms and refrigerators, and eat all meals together, or by prohibiting locks on bedroom doors. Localities do not impose such conditions on families of related persons, who may live in R-1 neighborhoods even if they can afford to hire housekeepers or gardeners, do not share all bathrooms, decline or lack the time to eat all meals together, or choose to install locks on parents’, teenagers’, or other relatives’ bedroom doors. And different types of group homes may require different living arrangements and provide different levels of housekeeping or other services based on their residents’ individualized needs or other considerations.

B. REQUIREMENTS THAT ALL GROUP HOMES WITH MORE THAN SIX

RESIDENTS MUST OBTAIN PERMITS TO LOCATE IN SINGLE-FAMILY ZONES

Some l
ocal zoning ordinances require all group homes with more than six residents to apply for conditional use permits or obtain other special approvals to locate in single- family zones. These ordinances appear to be based on Health and Safety Code statutes that require local governments to treat many types of licensed group homes with six or fewer residents the same as single-family homes and prohibit requiring these small, licensed group homes to obtain conditional use permits or other special approvals to locate in single-family zones.92
Bu
t local policies that require all group homes with more than six residents to obtain conditional use or other permits inappropriately turn state laws designed to remove constraints on small, licensed group homes into constraints on the many other group homes that do not require state licenses.

91 Douglas L. Plocin and Diane Henderson, A Clean and Sober Place to Live:

Philosophy, Structure, and Purported Therapeutic Factors in Sober Living Homes, 40 J Psychoactive Drugs (2008), https://www.ncbi.nlm.nih.gov/pmc/articles/PMC2556949/ (discussing how a “‘strong manager’ model of operations” can function in ways that provide the same or similar benefits of a communal environment and peer support as group homes that residents own and operate themselves). 92 See, e.g., Health & Saf. Code, §§ 1566.3, 1569.85,11834.23.

26 To comply with the Health and Safety Code’s exemptions for small, licensed group homes and with housing element, AFFH, and fair housing requirements to remove constraints on and prevent discrimination against group homes, local governments should follow these guidelines:
• Group homes that operate as single-family residences and that do not provide licensable services should be allowed in single-family neighborhoods, subject only to the generally applicable, nondiscriminatory health, safety, and zoning laws that apply to all single-family residences.

This is true even if these homes have more than six residents. Because these homes are not providing licensable services, they should be treated the same as other residences.93
•
Group homes that operate as single-family residences and that provide licensable services to six or fewer residents should be allowed in single- family neighborhoods, subject only to the generally applicable, nondiscriminatory health, safety, and zoning laws that apply to all single- family residences. This complies with, among other things, the Health and Safety Code protections for these smaller, licensed group homes. • Group homes operating as single-family residences that provide licensable services to more than six residents may be subject to conditional use or other discretionary approval processes. Local governments must still provide flexible and efficient reasonable accommodations in these permitting processes.

This means that some requests for exceptions to permitting processes should be resolved through reasonable accommodation procedures instead of conditional use procedures.
94 In addition, any substantive requirements for these group homes must still comply with the local government’s obligations to remove constraints on housing for persons with disabilities, affirmatively support it, and prevent discrimination against it. The next sections provide further guidance on how to meet these obligations.95

93 See also supra at pp. 20-22 (discussing specific protections for supportive and transitional housing).
94 See, e.g., Letter from Attorney General Bill Lockyer to The Hon. William Hartz, Mayor of Adelanto (May 15, 2001) (explaining that relying on conditional use procedures to address reasonable accommodation requests can lead to fair housing violations). 95 Although the Group Home TA focuses on group homes operating as single-family residences, the same principles apply to those operating, for example, as multifamily residences in multifamily zones.

27 C. RETROACTIVE COMPLIANCE

Zoni
ng codes typically allow uses that began lawfully before a new zoning provision was adopted or amended to continue after these new requirements are imposed, with the concept of legal nonconforming existing uses found in almost all zoning codes. For example, a local government may change zoning requirements to disallow auto repair uses in the downtown area. An existing auto repair shop would continue to be allowed to continue to operate because at the time when the use began it was an allowable use.96
Local
governments should generally treat existing group homes similarly when amending their zoning codes. Retroactive application of new zoning provisions should be avoided, especially if it will displace persons with disabilities from the homes they have chosen. Any exception to the well-established practice of allowing legal non- conforming uses to continue should be supported by substantial analysis and evidence showing that it is required to protect public health, safety, and welfare. This analysis and evidence should include specific local data and evidence, not merely anecdotal reports about problems that have arisen at some group homes or generalized descriptions of the public health, safety, and welfare interests that the new amendments are designed to serve.

D. SPACING REQUIREMENTS

S
pacing requirements restrict group homes from locating within a specific distance of other group homes. Local governments should be very wary about imposing spacing requirements that extend beyond the limited requirements the Legislature has deemed necessary to prevent the overconcentration of certain licensed facilities to ensure their residents are integrated into their communities.

The Legislature has found spacing requirements justified only for specific types of licensed facilities. Community care facilities, intermediate care facilities serving persons with developmental disabilities who require intermittent but recurring skilled nursing care, and pediatric day health and respite care facilities that provide services to children with particularly acute or chronic healthcare needs and their parents or guardians must be separated by at least 300 feet. Congregate living health facilities serving persons with terminal or life-threatening illnesses or with catastrophic or severe disabilities

96 See, e.g., Hansen Brothers Enterprises, Inc. v. Board of Supervisors (1996) 12 Cal.4th 533, 552; Edmonds v. Los Angeles County (1953) 40 Cal.2d 642, 651.

28 acqui
red through trauma or nondegenerative neurologic illness must be separated by at least 1,000 feet.97
Fur
ther limiting these spacing requirements, the Legislature has specified that they:
• apply to some types of licensed facilities, but not to others. For example, the spacing requirements apply only to some types of intermediate care facilities but not to AOD facilities or to residential care facilities for the elderly; • apply to proposed, new facilities, not existing ones; • only require separation of facilities with similar licenses; and • allow closer spacing based on local needs and conditions.98 C
ontrary to these carefully crafted limitations on spacing requirements, some local governments have imposed spacing requirements on recovery residences, including those already in operation. These spacing requirements are very unlikely to withstand scrutiny under state housing laws. Among other things:
• They are at odds with the Legislature’s narrowly crafted spacing requirements in section 1267.9.
• They can conflict with local governments’ obligations to, for example, remove constraints on housing for persons with disabilities, affirmatively support such housing, avoid policies that displace persons with protected characteristics, and affirmatively support their right to live where they choose.99
•
They are very hard to justify based on the narrow exceptions that state fair housing laws allow for facial discrimination. Justifications based on the goal of avoiding overconcentration are difficult to establish and require substantial and detailed statistical evidence establishing that an overconcentration of recovery residences has reached the point where it is, for example, creating an institutionalized living environment or perpetuating segregation within specific

97 Health & Saf. Code, §§ 1267.9, subd. (b) (setting spacing requirements for these types of community care residential facilities), 1502 (defining facilities that are subject to 300-foot spacing requirements), 1250 (defining facilities subject to 1000-foot spacing requirements).
98 Health & Saf. Code, § 1267.9.
99 See, supra, at pp. 9-12.

29 neigh
borhoods or communities. Merely comparing the number of recovery residences in one city with the number in others generally will not suffice.100 • T
hey can lack the flexibility required to reasonably accommodate recovery residences and their occupants’ disability-related needs. • The Legislature has repeatedly rejected attempts to impose spacing requirements on recovery residences. As recently as 2018, for instance, the Legislature declined to adopt SB 786, a bill that would have imposed a 300-foot spacing requirement on recovery residences.101 The legislative history shows that the Legislature considered the lack of clear data showing that this spacing requirement would benefit persons recovering from alcohol and drug addiction.

The Legislature also considered concerns that this spacing requirement would discriminate on the basis of disability, impede opening new recovery residences, reduce access to much needed recovery and treatment services, and stigmatize recovery residences and their occupants.102
In
sum, local governments should avoid imposing spacing requirements that extend beyond those specified in Health and Safety Code section 1267.9.103

100 See, supra, at pp. 15-16. Spacing requirements like this also need to withstand scrutiny under other standards for assessing intentional discrimination or discriminatory effects. See, supra, at pp. 12-19.
101 Sen Bill No. 786 (2017-2018 Reg. Session). This bill is one of many times that the Legislature has declined to enact, or the Governor has vetoed bills attempting to regulate recovery residences. See, e.g., Sen. Com. on Health, analysis of Sen. Bill 786 (2017-2018 Reg. Sess.) at 7-8 (listing several other bills with similar provisions that the died in the Legislature between 2006 and 2007); California Research Bureau, Sober Living Homes in California: Options for State and Local Regulation (October 2016) at 14-16 (listing over 20 bills affecting recovery residences introduced between 1998 and 2016 that the Legislature did not pass or the Governor vetoed). 102 Sen. Com. on Health Analysis of Sen. Bill 786 at 6, 8-9. 103 Recent federal court decisions rejecting challenges under federal and California laws to spacing requirements for recovery residences have not considered the important differences between state and federal laws. See, e.g., Yellowstone Women’s First Step House, Inc. v. City of Costa Mesa (C.D. Cal. Oct. 8. 2015) 2015 WL 13764131 at *7-8, affirmed in part and vacated in part, 2021 WL 4077001 (9th Cir. Sep. 8, 2021) (unpublished, nonprecedential decision). These differences include, for example, the affirmative duties that California’s Housing Element Law imposes on local governments and the broader rights and remedies for persons with disabilities under California’s fair housing laws. See, supra, at pp. 22-23.

30 E. OCCUPANCY LIMITS AND BUILDING , FIRE, OR OTHER HEALTH AND

SAFETY CODE REQUIREMENTS

S
ubject to the Legislature’s requirements for specific types of licensed facilities, such as those serving persons with limited mobility, and to requests for reasonable accommodations, local governments should apply the same generally applicable occupancy limits to group homes that they do to other housing. Under the Uniform Housing Code section 503.2, at least one room in a dwelling unit must have a floor area of at least 120 square feet, with other habitable rooms, except kitchens, required to have a floor area of at least 70 feet. When more than two people occupy a room for sleeping purposes, the required floor area increases by 50 square feet. For example, a bedroom intended for two people could be as small as 70 square feet, while a bedroom would need to be at least 120 square feet to accommodate three people or at least 170 square feet to accommodate four people.

Likewise, to avoid imposing overly costly and burdensome constraints on group homes, the best practice is to apply the same general building, fire, and other health and safety codes that apply to other residences, subject to state health and safety code provisions specific to certain types of residential facilities.
104 Although group home operators may
request reasonable accommodations from public health and safety standards, fair housing laws allow local governments to deny these requests if, among other things, they would cause direct threats to public health and safety.

F. REQUIREMENTS FOR OPERATORS AND RESIDENTS

R
equirements for operators and residents often take the form of specific services or management practices that the local jurisdiction feels are necessary for the successful operation of group homes. These requirements tend to deal with the internal affairs of the operations and frequently involve issues beyond those in typical land use regulations. For example, local jurisdictions do not typically regulate the number of daily visitors to a single-family home or other residential property.

When applied to group homes, these types of regulations raise concerns that a local government is imposing conditions on them that are contrary to its duties to support housing for persons with disabilities, prevent discrimination on the basis of disability or other protected characteristics, and provide reasonable accommodations.

104 See, e.g., Health & Saf. Code, § 13113 (requiring sprinkler systems in certain licensed residential facilities).

31 Before adopting or applying any such regulations even for licensed group homes, local governments should analyze whether they are consistent with state housing laws and document this analysis. Local governments should also consider whether such regulations are consistent with the Health and Safety Code’s provisions and regulations for licensed facilities.

Although this Group Home TA cannot address all potential issues regarding potential regulations of operators and residents, the following are examples of requirements taken from recent local ordinances:

Imposing Special Parking Requirements on Group Homes. Requiring group homes to have or construct additional off-street parking spaces can impose considerable costs that constrain housing opportunities for persons with disabilities. These special parking requirements will often conflict with the right to privacy under the California Constitution,105 as well as local governments’ obligations to affirmatively support housing for persons with disabilities and avoid discriminating against them. Jurisdictions imposing additional parking requirements assume that group homes serving adults will have more residents who drive and will therefore use more on-street parking than other households. But these assumptions should at the very least be tested by studying the actual causes and extent of on-street parking shortages in an area.106 Local governments should also consider less discriminatory alternatives, such as street- parking permit systems for all households or other generally applicable parking and vehicle regulations.

Restricting Recovery Residence Occupants to Persons Actively Participating in Recovery Programs. While most occupants of recovery residences participate in recovery programs, local governments should not impose this as a condition of living in a recovery residence. There are different models of recovery, not all of which involve participating in 12-step or similar programs. And recovering from alcoholism or drug addiction is legally recognized as a protected disability regardless of whether someone has participated or is currently participating in a recovery or treatment program.107

105 Adamson, supra, 27 Cal.3d at 133 (concluding that parking concerns are best addressed by limitations that “appl[y] evenly to all households” and concluding that zoning ordinances are suspect when they focus on users instead of uses). 106 See, e.g., Lauber, supra, n. 16 at 385 & n. 52 (citing studies finding that group homes do not generate undue amounts of parking or traffic). 107 Hernandez v. Hughes Missile System Co. (9th Cir. 2004) 362 F.3d 564, 568; HUD – DOJ 2016 Jt. Stmt. on Local Land Use Laws at 7-8.

32 Restricting Occupancy Exclusively to Persons with Disabilities. Regulations restricting group home occupancy exclusively to persons with disabilities or with a specific disability may sometimes intrude on individuals’ fair housing choices and privacy rights. They also risk discriminating on the basis of other protected statuses.

Inflexible occupancy restrictions, for example, could preclude group homes designed for families in which one member has a disability or recovery residences designed for parents in recovery who are seeking to reunite with their children.

Restricting Occupants or Staff from Homes Based on Their Criminal History Records. Policies that prohibit individuals from living in or working at group homes based on individuals’ criminal history records may be intended to protect the occupants of these homes. But local governments contemplating adopting or applying such policies should carefully review California Code of Regulations, title 2, sections 11017.1; 12162, subdivision (b); and 12264-12271, which set parameters on using criminal history information that, among other things, restrict access to employment or housing.

Local governments should also consider state laws and regulations that apply to criminal background checks for licensed facilities’ employees.108 R
equiring Recovery Residences or AOD Facilities to Immediately Remove Occupants Who Violate Policies Prohibiting Alcohol or Drug Use. Although Health and Safety Code section 11834.26, subdivision (d), requires AOD facilities to plan how to address a resident’s relapse, that subdivision clarifies that this “does not require a licensee to discharge a resident.” This recognizes that approaches to addressing someone’s relapse may vary depending on a recovery residence’s or AOD facility’s program, the circumstances of the relapse, and an individual’s personal history and needs. Local policies should allow the same flexibility. Moreover, requirements to immediately remove relapsing residents with tenancy rights may conflict with landlord- tenant laws.

Other Examples
• House Manager Requirements—requiring group homes to have a house manager on site around the clock or always available to come to the residence within 30 or 45 minutes.
• Visitor Restrictions—requiring group homes to limit who can visit and under what conditions.

108 See, e.g., Health & Saf. Code §§ 1522, 1569.17, 11834.27; Cal. Code Regs., tit. 9, §§ 10564, 10615, 10624, tit. 22, §§ 80019-19.2.

33 • Records Maintenance—requiring group homes to maintain specific records about the internal affairs or occupants of the house.
• Codes of Conduct—requiring group homes to have special conduct codes for their residents.
• Neighborhood Notice Requirements—imposing special neighborhood notice requirements on group homes.
• Law Enforcement Registration Requirements—requiring group homes to register with the local sheriff’s office or other law enforcement offices.

Regulations like these can be based on mistaken or prejudicial fears about group homes, instead of actual data and evidence. Particularly in light of research finding that fears about group homes endangering neighbors’ health and safety are unfounded, 109 such provisions may in themselves be regarded as evidence that a local government is not complying with its requirements to affirmatively support housing for persons with disabilities and prevent discrimination against group homeowners, operators, and residents.

Regulations like these can also create unnecessary constraints on group homes by imposing overbroad, additional costs and burdens on the many group homes that capably serve their occupants’ needs and seamlessly integrate into their communities.

They can intrude on privacy rights. They can discriminate on the basis of disability or other protected characteristics if, for example, requirements like these are imposed on group homes but not on other housing. For these reasons, among others, regulations like these generally conflict with state housing laws.

G. Civil Actions for Operating Without a Required State License

S
ome categories of group homes, such as all those serving children, require state licenses. But many, if not most, group homes do not require state licenses to operate.

These include, for example, group homes that provide peer support and limited services to residents but not the more extensive care and supervision that requires obtaining a license. Recovery residences that do not provide alcoholism or drug addiction recovery or treatment services are other examples of group homes that do not require licenses.

Examples of group homes that do require licenses include the ones in this table:

109 See, supra, nn. 15-16.

34 Use Health and Safety Code
Sections
Licensing Agency
Community Care
Residential Facilities
(including various
subcategories)
§ 1500 et seq. &
§ 1569 et seq., e.g.,
California Department of
Social Services (CDSS)
AOD Facilities § 11834.01 et seq. California Department of Health Care Services
(DHCS)

S
ome local governments have amended their zoning ordinances to declare that operating a business without a required state license is a public nuisance. Some of these ordinances single out recovery residences that are providing recovery or treatment services without a license. These jurisdictions file civil actions seeking to abate these nuisances by closing some noncompliant recovery residences, requiring others to obtain the required license, or imposing limitations on recovery residences that were not providing recovery or treatment services.

Local governments have discretion to define as public nuisances’ business or construction activities that are undertaken without a required permit or license. And at least one California appellate court has upheld a city’s public nuisance action against a recovery residence where the owners’ own website advertised that they provided on- site drug addiction treatment services.110
B
ut jurisdictions considering adopting this practice should still carefully assess the issues and problems that can arise under state law. Guidelines for local governments considering this include the following:
• Avoid targeting these nuisance actions on group homes operating without required licenses while ignoring other businesses operating in residences without required licenses. Although public prosecutors have broad discretion to prioritize which violations or violators to prosecute, they cannot use this discretion in ways that discriminate on the basis of disability or other protected characteristics. Jurisdictions should not single out group homes unlawfully operating without required licenses while ignoring businesses doing the same thing in other residences.

110 City of Dana Point v. New Method Wellness, Inc. (2019) 39 Cal.App.5th 985.

35 • Give group homes the same opportunities to respond to and resolve alleged code violations as other alleged violators. For example, if other property owners or businesses are allowed to respond to and resolve alleged code violations during investigations or administrative hearings, those same procedures should apply to group homes that are allegedly providing services that require a license without having obtained one.
• Use the processes available through DHCS and CDSS, for example, for resolving allegations that a group home is operating without a required license. If a locality has evidence that a residence is providing unlicensed recovery or treatment services in facilities under DHCS’s jurisdiction or unlicensed care or supervision for residents in facilities under CDSS’s jurisdiction, it should use these departments’ processes for investigating such complaints and abating them if they have merit.111 This is especially important when group home operators have not openly admitted that they are providing unlicensed services on-site.

Determining what activities at a group home rise to the level of licensable services, in contrast to common policies or mutual support activities that do not require licenses, can involve nuanced and technical issues that are beyond the expertise of most local planning or code enforcement staff. DHCS’s and CDSS’s staff have the expertise and experience to investigate these claims, make these determinations, and abate violations of the licensing laws they enforce.

If jurisdictions are filing their own, more costly civil actions to resolve disputes over whether a group home requires a license, this runs the risk of courts issuing mistaken rulings without the benefit of DHCS’s or CDSS’s findings and expertise.112 It also raises questions under state housing laws about why a local government is not availing itself of DHCS’s or CDSS’s procedures and opting instead to subject a group home to more expensive and burdensome civil litigation.

111 See, e.g., Cal. Code Regs., tit. 9, § 10542, tit. 22, § 80006. 112 Cf. Farmers Ins. Exchange v. Superior Court (1992) 2 Cal.4th 377, 390 (explaining that under primary jurisdiction doctrine, courts may suspend proceedings to allow an administrative agency with specialized expertise to determine an issue within the scope of its regulatory authority).

36 H. ENFORCING GENERALLY APPLICABLE MUNICIPAL CODES AND OTHER LAWS

If gr
oup home operators are engaging in activities that constitute public nuisances; violating generally applicable building, housing, or other health and safety laws; committing fraud; or engaging in other illegal activities, local governments can address these issues through the same code enforcement and other legal processes they apply to others who violate municipal codes and other laws. This may still require considering if reasonable accommodations are appropriate in some circumstances. And local governments should avoid overbroad or discriminatory applications of nuisance laws, such as basing nuisance actions on 911 calls for emergency services. 113 But if a group
home is found to have violated local or state law, local governments may seek equitable relief that could include more stringent oversight and other affirmative relief to prevent further violations.

Focusing on individual group homes that are actually causing problems is a better practice than adopting overly broad and constraining regulations for all group homes that conflict with state housing laws.

8. RESOURCE MATERIALS AND STATE CONTACTS

Resource Materials

Affirmatively Furthering Fair Housing: Guidance for All Public Entities and for Housing Elements (April 2021 Update), available at
https://www.hcd.ca.gov/community-development/affh/docs/affh_document_final_4- 27-2021.pdf
Housing Accountability Act Technical Assistance Advisory, HCD (Sep. 15, 2020), available at https://www.hcd.ca.gov/community-development/housing- element/housing-element-memos/docs/hcd-memo-on-haa-final-sept2020.pdf Housing Element Building Blocks, HCD, available at
https://www.hcd.ca.gov/planning-and-community-development/housing- elements/building-blocks

113 See. e.g., Cal. Code Regs., tit. 2, § 12162, subd. (a); United States Department of Housing and Urban Development, Office of General Counsel Guidance on Application of Fair Housing Act Standards to the Enforcement of Local Nuisance and Crime-Free Housing Ordinances (Sep. 13, 2016), available at
https://www.hud.gov/sites/documents/FINALNUISANCEORDGDNCE.PDF.

37 Housing Element Building Blocks – Constraints for People with Disabilities, HCD, available at https://www.hcd.ca.gov/planning-and-community-development/housing- elements/building-blocks/constraints-people-disabilities Housing Element Building Blocks – Persons with Disabilities, HCD, available at https://www.hcd.ca.gov/planning-and-community-development/housing- elements/building-blocks/people-disabilities-including-developmental-disabilities Housing Element Building Blocks – Zoning for a Variety of Housing Types, HCD, available at https://www.hcd.ca.gov/planning-and-community-development/housing- elements/building-blocks/zoning-variety-of-housing-types Joint Statement of the Department of Housing and Urban Development and the Department of Justice – State and Local Land Use Laws and Practices and the Application of the Fair Housing Act, HUD - DOJ (Nov. 10, 2016), available at https://www.justice.gov/opa/file/912366/download
Senate Bill 2—Legislation Effective January 1, 2008: Local Planning and Approval for Emergency Shelters and Transitional and Supportive Housing, HCD (Apr. 10, 2013 update), available at https://www.hcd.ca.gov/community- development/housing-element/housing-element-memos/docs/sb-2-combined- update-mc-a11y.pdf
Transitional and Supportive Housing, Chapter 183, Statutes of 2013 (SB 745), HCD (Apr. 24, 2014), available at https://www.hcd.ca.gov/community- development/housing-element/housing-element-
memos/docs/sb745memo042414.pdf

C
ontacts
HCD
HCD accepts requests for technical assistance from local jurisdictions and requests for review of potential violations from any party. All comments submitted to HCD are subject to the California Public Records Act. Send email requests to: [email protected].

California Department of Health Care Services (DHCS)
Information about DHCS’s complaint process for licensing issues at AOD facilities is available at https://www.dhcs.ca.gov/individuals/Pages/Sud-Complaints.aspx, by emailing [email protected], or by calling (877) 685-8333.

California Department of Social Services (CDSS)
Information about CDSS’s complaint process for licensing issues at facilities that it regulates is available at https://www.cdss.ca.gov/reporting/file-a-complaint/ccld- complaints or by calling (844) 538-8766.

Item Number: 20
City Council / Board of Directors
Written Communications
Meeting of: July 18, 2023
Submitted By:

Jennifer Thompson, City Clerk
Sue Jones, Public Information Officer

Subject:

Ceremonial Recognition Items
Recommendation:

Any action is at the discretion of Your Honorable City Council.

Fiscal Impact:

There is no fiscal impact associated with this item.

Background:

At the City Council meeting of May 2, 2023, it was moved by Mayor Jones, and approved by a majority vote, to agendize an item for discussion and possible action wherein staff brings a plan for ceremonial recognition items so that they are elevated in appearance such that they better reflect the stature of Victorville within our region.

Discussion:

The City Council Policy and Procedure Manual, Chapter 8, Section V, C states the following relating to Ceremonial Recognition Items:

C. Jurisdictional Limitations and Description of Ceremonial Recognition Items.

Ceremonial recognition items shall be awarded to businesses, organizations, and individuals located in, providing services in, or residing exclusively in the City of Victorville. All other requests will be denied, and the requesting party shall be referred to the appropriate jurisdiction.

1.Certificates of Recognition in Presentation Folders. Certificates of Recognition in Presentation Folders are intended to commend and recognize businesses located in the City of Victorville during small- scale ribbon cuttings, grand openings, and open house events. 3 0
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2.Letters of Recognition / Congratulations. Letters of Recognition / Congratulations are intended to commend and recognize the following:
(a)Major achievements, such as the Eagle Scout Award and Girl Scout Gold Award.
(b)Milestone events, such as the anniversary of an organization, wedding anniversaries of 50 or more years, or other life milestones, such as significant birthdays.

3.Framed Certificates of Recognition. Framed Certificates of Recognition are intended to commend and recognize the following:
(a)Exceptional contributions to the City of Victorville by a community organization, business, or individual; and
(b)Large scale ribbon cuttings, grand openings, anniversaries, and open house events for businesses located in the City of Victorville.

4.Plaques.
(a)Plaques shall be presented only to prominent business and/or organizations that have made a significant contribution to the City of Victorville and its residents.
(b)Plaques may also be prepared for presentation to certain individuals who have acted with distinction in carrying out their duties or who have taken extraordinary actions that further the best interests of the City of Victorville and its residents. (c)The presentation of plaques will only be made in the City of Victorville where the business/organization/individual can be formally acknowledged.

5.Proclamations. Proclamations are ceremonial documents signed by the Mayor for
(a)public awareness,
(b)charitable fundraising campaigns, and
(c)arts and cultural celebrations.

Proclamations will not be issued to or for any of the following:
(a)Individuals. Proclamations must affect a broad group of people. (b)Matters of political controversy, ideological or religious beliefs, or individual convictions.
(c)Events or organizations with no direct relationship to the City of Victorville.
(d)Campaigns or events contrary to policies of the City of Victorville. 3 0
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Staff contacted surrounding jurisdictions to ascertain how they handle ceremonial recognition items and received the following responses:

Agency Certificates of
Recognition
City of Hesperia Certificate of Recognition
is printed on a gold scroll
thick paper and contains a
blue ribbon and city seal,
placed inside a City of
Hesperia folder
(Attachment B)
Town of Apple Valley Certificate of Recognition
are displayed in a wooden
frame
Staff has created a sample Certificate of Recognition with the proposed new design for Council’s consideration, to be presented at the July 18, 2023, meeting. A picture of the current design has been included in this staff report, as Attachment A, for comparison.

The new design incorporates thick certificate paper and a foil sticker embossed with the City’s seal, placed within a custom designed certificate folder.

Approximately fifty Certificates of Recognition are issued annually in the City of Victorville, based on an average taken from the years of 2021-2023. A comparison of the cost of supplies needed to produce the certificates, between the current design and the proposed new design, based on the abovementioned annual average, has been provided in the table below.

Current Proposed Price Difference
Certificate Paper $47 $48 +$1
Folio / Folder $81 $90 +$9
Sticker NA $10 +$10
Custom Design Printing NA TBD TBD
Total Annual Cost $128 $148 +$20
This item is being presented to Council for further discussion. Staff will plan and make updates to the City Council Policy and Procedure Manual as necessary based on Council direction for ceremonial recognition items.

Staff remains available for any questions or comments you might have.

Attachments: A. Current Design of City of Victorville Certificate of Recognition B. City of Hesperia Certificate of Recognition
Attachment A

Attachment B

Victorville City CouncilJuly 18, 2023

Victorville City Council
July 18, 2023