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20230117 City Council Agenda PacketRegular City Council Agenda Tuesday, January 17, 2023 Page 1 of 5 Agenda City of Vernon Regular City Council Meeting Tuesday, January 17, 2023, 9:00 AM City Hall, Council Chamber 4305 Santa Fe Avenue Vernon, California Leticia Lopez, Mayor Crystal Larios, Mayor Pro Tem Judith Merlo, Council Member Melissa Ybarra, Council Member MEETING ATTENDANCE PROTOCOLS Assembly Bill 361 (AB 361) authorizes public meetings to take place via teleconference because State and Local officials are recommending measures to promote social distancing. Meetings are conducted in a hybrid format that includes both in-person and Zoom public participation. The public is encouraged to view the meeting at https://www.cityofvernon.org/webinar-cc or by calling (408) 638-0968, Meeting ID 865-8963-3246#. You may address the Council via Zoom or submit comments to PublicComment@cityofvernon.org with the meeting date and item number in the subject line. CALL TO ORDER FLAG SALUTE ROLL CALL APPROVAL OF AGENDA PUBLIC COMMENT At this time the public is encouraged to address the City Council on any matter that is within the subject matter jurisdiction of the City Council. The public will also be given a chance to comment on matters which are on the posted agenda during City Council deliberation on those specific matters. PRESENTATIONS 1.Proclamation Recognizing Retired Employee - Eliseo Genera III Recommendation: Acknowledge and present a proclamation to retired employee Eliseo Genera III, Civilian Court Officer, in recognition of his dedicated service to the City of Vernon. 2.Employee Service Pin Awards for December 2022 Recommendation: No action required by City Council. This is a presentation only. Regular City Council Agenda Tuesday, January 17, 2023 Page 2 of 5 PUBLIC HEARINGS 3.Amendments to Vernon Municipal Code Section 17.24.080 Pertaining to General Industry Site Planning Standards Recommendation: A. Find that the proposed action is exempt from California Environmental Quality Act (CEQA) review, because it is general policy and procedure-making activity that is unrelated to any specific project, which must undergo separate CEQA review, and that will not result in direct physical changes or reasonably foreseeable indirect physical changes in the environment, and therefore does not constitute a “project” as defined by CEQA Guidelines Section 15378; B. Introduce and conduct first reading of Ordinance No. 1292 amending Vernon Municipal Code Section 17.24.080 regulating building setbacks; and C. Direct staff to schedule second reading and adoption for the February 7, 2023 City Council meeting. CONSENT CALENDAR All matters listed on the Consent Calendar are to be approved with one motion. Items may be removed from the Consent Calendar for individual consideration. Removed items will be considered immediately following the Consent Calendar. 4.Meeting Minutes Recommendation: Approve the December 20, 2022 Regular City Council meeting minutes. 5.Conduct of Meeting via Teleconference Pursuant to Assembly Bill 361 Recommendation: Ratify the findings in Resolution No. 2021-36 authorizing continued conduct of City Council and other City legislative body meetings via teleconference, in accordance with Assembly Bill 361, due to continued public health and safety concerns caused by COVID-19. 6.City Payroll Warrant Register Recommendation: Approve City Payroll Warrant Register No. 799, for the period of December 1 through December 31, 2022, totaling $3,900,635.79 and consisting of ratification of direct deposits, checks and taxes totaling $2,997,606.43 and ratification of checks and electronic fund transfers (EFT) for payroll related disbursements totaling $903,029.36 paid through operating bank account. 7.Operating Account Warrant Register Recommendation: Approve Operating Account Warrant Register No. 101, for the period of December 4 through December 24, 2022, totaling $16,075,929.49 and consisting of ratification of electronic payments totaling $13,857,444.41 and ratification of the issuance of early checks totaling $2,218,485.08. 8.Fire Department Activity Report Recommendation: Receive and file the October and November 2022 Fire Department Activity Reports. Regular City Council Agenda Tuesday, January 17, 2023 Page 3 of 5 9.Police Department Activity Report Recommendation: Receive and file the November 2022 Police Department Activity Report. 10.Quarterly City Housing Report Recommendation: Receive and file the December 2022 Quarterly City Housing Report. 11.Authorization to Order Agreements with A T and T Mobility (AT&T) for State of California CALNET NextGen Recommendation: Approve and authorize the City Administrator to execute the Authorization to Order Agreements with AT&T for various telecommunications and network services, in substantially the same form as submitted, for a total amount not-to-exceed $294,000 for a three-year term. 12.Revised Proclamation Recognizing Retired Employee – Jerry R. Chavez, Jr. Recommendation: Approve revised proclamation. 13.Grant Deed Dedicating in Fee a Portion of the Property Located at 5655 Santa Fe Avenue Recommendation: A. Find that accepting the Grant Deed is categorically exempt from California Environmental Quality Act (CEQA) review, in accordance with CEQA Guidelines Section 15301(c) because if any construction occurs as a result of accepting and executing the Grant Deed, the project would involve negligible expansion of an existing street; and B. Adopt Resolution No. 2023-01 accepting the Grant Deed of a portion of the property located at 5655 Santa Fe Avenue – Assessor’s Parcel Numbers (APN) 6308-017-011, 012 and 013. NEW BUSINESS 14.Sapphire Solar Power and Battery Storage Project Power Sales Agreement Recommendation: A. Find that approval of the proposed action is exempt from California Environmental Quality Act (CEQA) review, because it is an administrative and fiscal activity that will not result in direct or indirect physical changes in the environment, and therefore does not constitute a “project” as defined by CEQA Guidelines Section 15378. Pursuant to the Power Purchase Agreement between Southern California Public Power Authority (SCPPA) and EDF Renewables North America, the lead agencies have obtained, or will reasonably and timely obtain, all CEQA determinations required for the construction, operation, and maintenance of the facility; and B. Approve and authorize the City Administrator to execute a Power Sales Agreement (PSA) with Southern California Public Power Authority (SCPPA), in substantially the same form as submitted, to purchase 39 megawatts of solar power and up to approximately 19.7 megawatts of battery storage with associated green attributes through the Sapphire Solar Project for a projected annual amount of $6,665,000 over a 20-year term. 15.City Council Appointments to Outside Agencies Recommendation: A. Appoint an alternate representative to the Central Basin Water Association; B. Appoint an alternate representative to County Sanitation District No. 1; and C. Appoint an alternate representative to County Sanitation District No. 2. Regular City Council Agenda Tuesday, January 17, 2023 Page 4 of 5 ORAL REPORTS 16.City Administrator Reports on Activities and Other Announcements 17.City Council Reports on Activities (including AB 1234), Announcements, or Directives to Staff ADJOURNMENT On January 12, 2023, the foregoing agenda was posted in accordance with the applicable legal requirements. Regular and Adjourned Regular meeting agendas may be amended up to 72 hours and Special meeting agendas may be amended up to 24 hours in advance of the meeting. Regular City Council Agenda Tuesday, January 17, 2023 Page 5 of 5 Guide to City Council Proceedings Meetings of the City Council are held the first and third Tuesday of each month at 9:00 a.m. and are conducted in accordance with Rosenberg's Rules of Order (Vernon Municipal Code Section 2.04.020). Copies of all agenda items and back-up materials are available for review in the City Clerk Department, Vernon City Hall, 4305 Santa Fe Avenue, Vernon, California, and are available for public inspection during regular business hours, Monday through Thursday, 7:00 a.m. to 5:30 p.m. Agenda reports may be reviewed on the City's website at www.cityofvernon.org or copies may be purchased for $0.10 per page. Disability-related services are available to enable persons with a disability to participate in this meeting, consistent with the Americans with Disabilities Act (ADA). In compliance with ADA, if you need special assistance, please contact the City Clerk department at CityClerk@cityofvernon.org or (323) 583-8811 at least 48 hours prior to the meeting to assure arrangements can be made. The Public Comment portion of the agenda is for members of the public to present items, which are not listed on the agenda but are within the subject matter jurisdiction of the City Council. The City Council cannot take action on any item that is not on the agenda but matters raised under Public Comment may be referred to staff or scheduled on a future agenda. Comments are limited to three minutes per speaker unless a different time limit is announced. Speaker slips are available at the entrance to the Council Chamber. Public Hearings are legally noticed hearings. For hearings involving zoning matters, the applicant and appellant will be given 15 minutes to present their position to the City Council. Time may be set aside for rebuttal. All other testimony shall follow the rules as set for under Public Comment. If you challenge any City action in court, you may be limited to raising only those issues you or someone else raised during the public hearing, or in written correspondence delivered to the City Clerk at or prior to the public hearing. Consent Calendar items may be approved by a single motion. If a Council Member or the public wishes to discuss an item, it may be removed from the calendar for individual consideration. Council Members may indicate a negative or abstaining vote on any individual item by so declaring prior to the vote on the motion to adopt the Consent Calendar. Items excluded from the Consent Calendar will be taken up following action on the Consent Calendar. Public speakers shall follow the guidelines as set forth under Public Comment. New Business items are matters appearing before the Council for the first time for formal action. Those wishing to address the Council on New Business items shall follow the guidelines for Public Comment. Closed Session allows the Council to discuss specific matters pursuant to the Brown Act, Government Code Section 54956.9. Based on the advice of the City Attorney, discussion of these matters in open session would prejudice the position of the City. Following Closed Session, the City Attorney will provide an oral report on any reportable matters discussed and actions taken. At the conclusion of Closed Session, the Council may continue any item listed on the Closed Session agenda to the Open Session agenda for discussion or to take formal action as it deems appropriate. City Council Agenda Report Meeting Date:January 17, 2023 From:Michael Earl, Director of Human Resources Department:Human Resources Submitted by:Lisette Grizzelle, Senior Human Resources Analyst Subject Proclamation Recognizing Retired Employee - Eliseo Genera III Recommendation Acknowledge and present a proclamation to retired employee Eliseo Genera III, Civilian Court Officer, in recognition of his dedicated service to the City of Vernon. Background Historically, the City Council has issued proclamations in honor of retired City employees. Eliseo Genera III, Civilian Court Officer, retired from the City of Vernon on December 30, 2022 after providing over thirty-five (35) years of service to the City. Mr. Genera was initially hired on April 28, 1986 by the Vernon Police Department (VPD) as a Civilian Traffic Officer and held the position of Civilian Court Officer effective June 3, 1996. Effective April 20, 2011, Mr. Genera was rehired as a Vernon Service Officer and, since July 1, 2012, has held the position of Civilian Court Officer. Accomplishment and Career Highlights During his career, Mr. Genera completed a variety of training courses some of which included Intermediate Corrections Operations, Jail Training for Supervisors, Managing the Property and Evidence Room, and a 240 hour Correctional Officer CORE Course. Mr. Genera held the single incumbent position of Civilian Court Officer for the past 11 years. This key non-sworn position in the VPD is responsible for providing clerical and technical assistance; and, most importantly, is the main position responsible for ensuring safe and accurate maintenance and management of evidence and found property. Mr. Genera received, organized, secured and maintained records on evidence and found property with extreme accuracy, allowing VPD personnel to conduct efficient and expedient operations. Mr. Genera also served as a liaison between VPD and the courts on evidence management and case filings with the District Attorney’s Office. This is a vital part of the position, as it assures security protocols are followed, and all reports and paperwork are filed in a timely manner. In 2014, Mr. Genera was selected by his peers and supervisors to receive the VPD employee of the year award. Mr. Genera’s skills, knowledge, highly motivated work ethic and willingness to help others made him the top candidate for this award. During his distinguished career with the City of Vernon, Eliseo Genera III, earned the deepest respect of his colleagues and supervisors through his dedication, commitment, and exceptional customer service. Mr. Genera III has been an exemplary employee and will truly be missed. Mr. Genera was hired on April 28, 1986 and met the eligibility requirements under CalPERS to retire from the City effective December 30, 2022. Fiscal Impact There is no fiscal impact associated with this report. Attachments 1. Proclamation – Eliseo Genera III Item 1 Page 1 of 2 A PROCLAMATION OF THE MAYOR AND THE CITY COUNCIL OF THE CITY OF VERNON COMMENDING ELISEO GENERA III FOR HIS MANY YEARS OF SERVICE TO THE CITY WHEREAS, Eliseo Genera III was a dedicated employee of the City of Vernon for more than 35 years and faithfully served as the Civilian Court Officer for the Vernon Police Department (VPD) since July 1, 2012; and WHEREAS, Eliseo Genera III retired from the City of Vernon effective December 30, 2022; and WHEREAS, Eliseo Genera III began his long and dutiful career with the City of Vernon on April 28, 1986 as a Civilian Traffic Officer. Effective April 20, 2011, he served as a Vernon Service Officer and, since July 1, 2012, has held the position of Civilian Court Officer; and WHEREAS, during the course of his career, Eliseo Genera III completed a variety of training courses which included Intermediate Corrections Operations, Jail Training for Supervisors, Managing the Property and Evidence Room, and a 240-hour Correctional Officer CORE Course; and WHEREAS, Eliseo Genera III held the single incumbent position of Civilian Court Officer for the past 11 years, a key non-sworn position responsible for providing clerical and technical assistance to the VPD; most importantly serving as the main person responsible for ensuring safe and accurate maintenance of evidence and found property; and WHEREAS, Eliseo Genera III served as a liaison between VPD and the courts on evidence management and case filings with the District Attorney’s Office; and WHEREAS, through his skills, knowledge, highly motivated work ethic and willingness to help others, Eliseo Genera III exemplified the VPD values of excellent service and professionalism, making him a top candidate to receive the VPD Employee of the Year Award by his peers and supervisors; and WHEREAS, during his long and distinguished career with the City of Vernon, Eliseo Genera III has won the deepest respect of his colleagues and supervisors through his dedication, commitment, and exceptional customer service; and WHEREAS, it is an honor to express our appreciation to Eliseo Genera III for his exemplary service to the City of Vernon and wish Eliseo good health upon his retirement and for continued success in life’s pursuits. NOW, THEREFORE, THE MAYOR AND THE CITY COUNCIL OF THE CITY OF VERNON, ON BEHALF OF ITS EMPLOYEES, RESIDENTS AND BUSINESSES HEREBY COMMEND AND THANK ELISEO GENERA III FOR HIS YEARS OF SERVICE TO THE CITY. THIS PROCLAMATION IS BEING PRESENTED TO ELISEO GENERA III BY THE HONORABLE MAYOR LETICIA LOPEZ FOR AND ON BEHALF OF THE CITY COUNCIL OF THE CITY OF VERNON THIS 17TH DAY OF JANUARY TWO THOUSAND AND TWENTY-THREE. CITY OF VERNON ___________________________ LETICIA LOPEZ, Mayor Item 1 Page 2 of 2 City Council Agenda Report Meeting Date:January 17, 2023 From:Michael Earl, Director of Human Resources Department:Human Resources Submitted by:Veronica Avendano, Administrative Secretary Subject Employee Service Pin Awards for December 2022 Recommendation No action required by City Council. This is a presentation only. Background The following employees are eligible to receive their service pin based on the number of service years with the City of Vernon: FIVE YEARS OF SERVICE Angela P. Kimmey, Deputy City Administrator, Hired December 2017 FIFTEEN YEARS OF SERVICE George Tolmasoff III, Utilities Dispatcher, Hired December 2007 TWENTY YEARS OF SERVICE Jason G. Tomlinson, Fleet Supervisor, Hired December 2002 Fiscal Impact There is no fiscal impact associated with this report. Attachments None. Item 2 Page 1 of 1 City Council Agenda Report Meeting Date:January 17, 2023 From:Daniel S. Wall, P.E., Director of Public Works Department:Public Works Submitted by:Daniel S. Wall, P.E., Director of Public Works Subject Amendments to Vernon Municipal Code Section 17.24.080 Pertaining to General Industry Site Planning Standards Recommendation A. Find that the proposed action is exempt from California Environmental Quality Act (CEQA) review, because it is general policy and procedure-making activity that is unrelated to any specific project, which must undergo separate CEQA review, and that will not result in direct physical changes or reasonably foreseeable indirect physical changes in the environment, and therefore does not constitute a “project” as defined by CEQA Guidelines Section 15378; B. Introduce and conduct first reading of Ordinance No. 1292 amending Vernon Municipal Code Section 17.24.080 regulating building setbacks; and C. Direct staff to schedule second reading and adoption for the February 7, 2023 City Council meeting. Background The site planning standards for the General Industry Zone in Vernon Municipal Code Section 17.24.080 require that all buildings and all ancillary structures greater than 20 feet in height be located at least 21 feet behind the curb face. This blunt standard was developed in order to keep structures a safe distance from the City’s highest voltage electrical infrastructure. Currently, this standard applies to all properties regardless of the voltage of the overhead wires adjacent to the property and even if there are no overhead wires adjacent to the property. This setback requirement is very costly. For example: A property that is 300 feet wide, being developed on a typical City street with an 8-foot-wide sidewalk, would have to locate a new building 13 feet behind the back of sidewalk. In this scenario, the area of land that must remain free and clear of buildings and structures has a current approximate value of $400,000. Staff recommends that Public Utilities be given discretion in reducing the required minimum setback distance on a case-by-case basis, taking into account safe distances from current and future overhead utility infrastructure. This ordinance proposes changes to Sections 17.24.080(C) and (D) shown below in red: C. Building Setback. Every building or structure shall be set back not less than 21 feet from the curb face, as shown on the Master Plan of Streets. A reduced setback distance may be approved by the General Manager of Public Utilities, but not less than to the ultimate planned right-of-way of the street as shown on the Master Plan of Streets. The Director shall designate the distance from the center of the street in any case in which the planned future ultimate width of a street is not specified or a street is not symmetrical. D. Ancillary Structure Setback. Where a lot or parcel of land in any zone or overlay zone abuts a street as shown on the Master Plan of Streets, every Ancillary Structure on such Lot or parcel shall be set back as follows: (1) if the ancillary structure is equal to or greater than 20 feet in height, it shall be set back not less than 21 feet from the curb face, as shown on the Master Plan of Streets. A reduced setback distance may be approved by the General Manager of Public Utilities, but not less than to the ultimate planned right-of-way of the street as shown on the Master Plan of Streets; and (2) if the ancillary structure is less than 20 feet in height, it shall be Item 3 Page 1 of 7 set back not less than to the ultimate planned right-of-way width of the street as shown on the Master Plan of the streets, except in no case shall the structure be set back less than eight feet from the curb face, as shown on the Master Plan of Streets. The Director shall designate the distance from the center of the street to the curb face in any case in which the Master Plan of Streets does not specify a planned future ultimate width from curb to curb or a street is not symmetrical. With the proposed site planning amendments, the City anticipates that it will have the flexibility to accommodate a broader range of development and expansion projects which, ultimately, will positively contribute to the fiscal health and vitality of the City. Fiscal Impact There is no fiscal impact associated with this report. Attachments 1. Ordinance No. 1292 2. Notice of Public Hearing Item 3 Page 2 of 7 ORDINANCE NO. 1292 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF VERNON AMENDING VERNON MUNICIPAL CODE CHAPTER 17.24.080 REGULATING BUILDING SETBACKS SECTION 1. Recitals. A. The City of Vernon (City) is a municipal corporation and a chartered city of the State of California organized and existing under its charter and the Constitution of the State of California. B. Vernon Municipal Code Title 17 – Zoning (Zoning Code), establishes zoning regulations and provisions in the City and designates, regulates, and restricts various matters of zoning and land use. C. Under the existing Zoning Code, every building or structure in the General Industry Zone shall be set back not less than 21 feet from the curb face as shown on the master plan of streets. D. The City Council desires to amend Vernon Municipal Section 17.24.080 regulating building setbacks to allow the City to consider permitting a reduced setback distance on a case-by-case basis as approved by the General Manager of Public Utilities. THE CITY COUNCIL OF THE CITY OF VERNON HEREBY ORDAINS: SECTION 2. The City Council of the City of Vernon finds and determines that the above recitals are true and correct and are a substantial part of this ordinance. SECTION 3. This ordinance was assessed in accordance with the authority and criteria contained in the California Environmental Quality Act (CEQA), the State CEQA Guidelines, and the environmental regulations of the City. The City Council hereby finds that the proposed action is exempt from CEQA review, because it is general policy and procedure-making activity that is unrelated to any specific project, which must undergo separate CEQA review, and that will not result in direct physical changes or reasonably foreseeable indirect physical changes in the environment, and therefore does not constitute a “project” as defined by CEQA Guidelines Section 15378. SECTION 4. Vernon Municipal Code Sections 17.24.080(C) and (D) are hereby amended to read as follows: “C. Building Setback. Every building or structure shall be set back not less than 21 feet from the curb face, as shown on the Master Plan of Streets. A reduced setback distance may be approved by the General Manager of Public Utilities, but not less than to the ultimate planned right-of-way of the street as shown on the Master Plan of Streets. The Item 3 Page 3 of 7 Ordinance No. 1292 Page 2 of 3 _______________________ General Manager of Public Utilities shall designate the distance from the center of the street in any case in which the planned future ultimate width of a street is not specified or a street is not symmetrical. D. Ancillary Structure Setback. Where a lot or parcel of land in any zone or overlay zone abuts a street as shown on the Master Plan of Streets, every Ancillary Structure on such Lot or parcel shall be set back as follows: (1) if the ancillary structure is equal to or greater than 20 feet in height, it shall be set back not less than 21 feet from the curb face, as shown on the Master Plan of Streets. A reduced setback distance may be approved by the General Manager of Public Utilities, but not less than to the ultimate planned right- of-way of the street as shown on the Master Plan of Streets; and (2) if the ancillary structure is less than 20 feet in height, it shall be set back not less than to the ultimate planned right-of-way width of the street as shown on the Master Plan of the streets, except in no case shall the structure be set back less than eight feet from the curb face, as shown on the Master Plan of Streets. The General Manager of Public Utilities shall designate the distance from the center of the street to the curb face in any case in which the Master Plan of Streets does not specify a planned future ultimate width from curb to curb or a street is not symmetrical.” SECTION 5. Any provision of the Vernon Municipal Code or appendices thereto inconsistent with the provisions of this ordinance, to the extent of such inconsistencies and no further, is repealed or modified to that extent necessary to affect the provisions of this ordinance. SECTION 6. If any section, subsection, paragraph, sentence, clause, phrase, or portion thereof, of this ordinance is declared by a court of competent jurisdiction to be unconstitutional or otherwise invalid, such decision shall not affect the validity of the remaining portions of this ordinance. The City Council declares that it would have adopted this ordinance, and each section, subsection, paragraph, sentence, clause, phrase, or portion thereof, irrespective of the fact that any one or more sections, subsections, paragraphs, sentences, clauses, phrases, or portions thereof, be declared invalid or unconstitutional. To this end, the provisions of this ordinance are declared to be severable. SECTION 7. The City Clerk shall certify the adoption and publish this ordinance as required by law. / / / / / / / / / Item 3 Page 4 of 7 Ordinance No. 1292 Page 3 of 3 _______________________ SECTION 8. This ordinance shall become effective after the thirtieth day following its adoption. APPROVED AND ADOPTED _____, 2023. ______________________ LETICIA LOPEZ, Mayor ATTEST: LISA POPE, City Clerk (seal) APPROVED AS TO FORM: ZAYNAH N. MOUSSA, City Attorney Item 3 Page 5 of 7 City of Vernon NOTICE OF CITY COUNCIL PUBLIC HEARING The City Council of the City of Vernon will conduct a public hearing on January 17, 2023, at 9:00 a.m. (or as soon thereafter as the matter can be heard), which you may attend, at Vernon City Hall, City Council Chamber, 4305 Santa Fe Avenue, Vernon, CA 90058, or via Zoom Webinar at http://www.cityofvernon.org/webinar-cc in accordance with Assembly Bill 361, to: Consider introduction and adoption of an ordinance amending Vernon Municipal Code Section 17.24.080 regulating building setbacks. All relevant documents will be available for public review on the City’s website once the agenda for the meeting is posted or from the City Clerk at CityClerk@cityofvernon.org or (323) 583-8811 ext. 546. All interested persons will be given an opportunity to comment on the above-referenced items during the public hearing. In addition, written comment or questions may be submitted prior to the hearing as set forth below. Written Testimony or questions must be received prior to 9:00 a.m. on the date of the hearing. Please send your comments or questions to: Daniel Wall, Director of Public Works City of Vernon 4305 Santa Fe Avenue, Vernon, CA 90058 (323) 583-8811 ext. 305 Email: Dwall@cityofvernon.org If you challenge the adoption of said ordinance or any provision thereof in court, you may be limited to raising only those issues you or someone else raised at the hearing described in this notice or in written correspondence delivered to the City of Vernon at, or prior to, the meeting. In compliance with the Americans with Disabilities Act (ADA), if you need special assistance to participate in the meeting, please contact the City Clerk Department at (323) 583-8811 ext. 546. The hearing may be continued, adjourned, or cancelled and rescheduled to a stated time and place without further notice of a public hearing. Dated: December 27, 2022 Lisa Pope, City Clerk Publish: January 5, 2023 4305 Santa Fe Avenue Vernon, CA 90058 (323) 583-8811 Item 3 Page 6 of 7 This space for filing stamp only OR #: O R A N G E C O U N T Y R E P O R T E R ~ SINCE 1921 ~ 600 W. Santa Ana Blvd., Suite 205, Santa Ana, California 92701-4542 Telephone (714) 543-2027 / Fax (714) 542-6841 PROOF OF PUBLICATION (2015.5 C.C.P.) State of Calif ornia ) County of Orange ) ss Notice Type: Ad Description: I am a citizen of the United States and a resident of the State of California; I am over the age of eighteen years, and not a party to or interested in the above entitled matter. I am the principal clerk of the printer and publisher of the ORANGE COUNTY REPORTER, a newspaper published in the English language in the City of Santa Ana, and adjudged a newspaper of general circulation as defined by the laws of the State of California by the Superior Court of the County of Orange, State of California, under date of June 2, 1922, Case No. 13,421. That the notice, of which the annexed is a printed copy, has been published in each regular and entire issue of said newspaper and not in any supplement thereof on the following dates, to-wit: Executed on: 10/10/2004 At Los Angeles, California I certify (or declare) under penalty of perjury that the foregoing is true and correct. Signature HUNTINGTON PARK BULLETIN 3731 WILSHIRE BLVD STE 840, LOS ANGELES, CA 90010 (323) 556-5720 (213) 835-0584 PRE 3656288 LISA POPE CITY OF VERNON CITY CLERK 4305 SANTA FE AVE VERNON, CA - 90058 GPN - GOVT PUBLIC NOTICE Notice of Public Hearing - Adoption of Ordinance Amending VMC Section 17.24.080 I am a citizen of the United States and a resident of the State of California; I am over the age of eighteen years, and not a party to or interested in the above entitled matter. I am the principal clerk of the printer and publisher of the HUNTINGTON PARK BULLETIN, a newspaper published in the English language in the city of HUNTINGTON PARK, county of LOS ANGELES, and adjudged a newspaper of general circulation as defined by the laws of the State of California by the Superior Court of the County of LOS ANGELES, State of California, under date 06/14/1943, Case No. 485073. That the notice, of which the annexed is a printed copy, has been published in each regular and entire issue of said newspaper and not in any supplement thereof on the following dates, to-wit: 01/05/2023 01/05/2023 LOS ANGELES !A000006204619! Email NOTICE OF CITY COUNCIL PUBLIC HEARING The City Council of the City of Vernon will conduct a public hearing on January 17,2023,at 9:00 a.m.(or as soon thereafter as the matter can be heard),which you may attend,at Vernon City Hall,City Council Chamber,4305 Santa Fe Avenue,Vernon,CA 90058,or via Zoom Webinar at http://www.cityofvernon.org/webinar-cc in accordance with Assembly Bill 361,to: Consider introduction and adoption of an ordinance amending Vernon Municipal Code Section 17.24.080 regulating building setbacks. All relevant documents will be available for public review on the City's website once the agenda for the meeting is posted or from the City Clerk at CityClerk@cityofvernon.org or (323)583-8811 ext.546.All interested persons will be given an opportunity to comment on the above-referenced items during the public hearing.In addition, written comment or questions may be submitted prior to the hearing as set forth below.Written Testimony or questions must be received prior to 9:00 a.m.on the date of the hearing. Please send your comments or questions to: Daniel Wall,Director of Public Works City of Vernon 4305 Santa Fe Avenue,Vernon,CA 90058 (323)583-8811 ext.305 Email:Dwall@cityofvernon.org If you challenge the adoption of said ordinance or any provision thereof in court,you may be limited to raising only those issues you or someone else raised at the hearing described in this notice or in written correspondence delivered to the City of Vernon at,or prior to,the meeting. In compliance with the Americans with Disabilities Act (ADA),if you need special assistance to participate in the meeting,please contact the City Clerk Department at (323)583-8811 ext.546. The hearing may be continued,adjourned,or cancelled and rescheduled to a stated time and place without further notice of a public hearing. Dated:December 27,2022 Lisa Pope,City Clerk 1/5/23 PRE-3656288# HUNTINGTON PARK BULLETIN Item 3 Page 7 of 7 City Council Agenda Report Meeting Date:January 17, 2023 From:Lisa Pope, City Clerk Department:City Clerk Submitted by:Sandra Dolson, Administrative Secretary Subject Meeting Minutes Recommendation Approve the December 20, 2022 Regular City Council meeting minutes. Background Staff has prepared and submits the minutes for approval. Fiscal Impact There is no fiscal impact associated with this report. Attachments 1. December 20, 2022 Regular Meeting Minutes Item 4 Page 1 of 7 MINUTES VERNON CITY COUNCIL REGULAR MEETING TUESDAY, DECEMBER 20, 2022 COUNCIL CHAMBER, 4305 SANTA FE AVENUE CALL TO ORDER Mayor Lopez called the meeting to order at 9:02 a.m. FLAG SALUTE Mayor Lopez led the Flag Salute. Mayor Lopez announced the retirement of Council Member Davis. ROLL CALL PRESENT: Leticia Lopez, Mayor (via remote access) Crystal Larios, Mayor Pro Tem Judith Merlo, Council Member Melissa Ybarra, Council Member STAFF PRESENT: Carlos Fandino, City Administrator Zaynah Moussa, City Attorney Lisa Pope, City Clerk Scott Williams, Finance Director Fredrick Agyin, Health and Environmental Control Director Michael Earl, Human Resources Director Robert Sousa, Police Chief Dan Wall, Public Works Director Todd Dusenberry, Acting Public Utilities General Manager APPROVAL OF THE AGENDA MOTION Council Member Ybarra moved and Mayor Pro Tem Larios seconded a motion to approve the agenda. The question was called and the motion carried unanimously. PUBLIC COMMENT None. Item 4 Page 2 of 7 Regular City Council Meeting Minutes Page 2 of 6 December 20, 2022 PRESENTATIONS 1.Vernon CommUNITY Fund Grant Committee Awards and Grantee Certificates for Fiscal Year (FY) 2022-2023 Docket I City Clerk Pope presented the staff report. Mayor Pro Tem Larios presented certificates to CA Derby Dolls; Cal State Los Angeles University Auxiliary Services, Inc.; Chicxs Rockerxs South East Los Angeles; Girls on the Run of Los Angeles County; Helping Hands Society of Los Angeles; Human Services Association; Libros Schmibros Lending Library; Los Angeles Center for Law and Justice; Neighborhood Music School Association; So'oh-Shin Sister Project; Southeast Churches Service Center; Southeast Community Foundation; and Woodcraft Rangers. 2. Proclamation Recognizing Retiring Employee - Donald R. Quiroz City Clerk Pope read the proclamation and the Council recognized Donald R. Quiroz, Electric Operations Supervisor, for his dedicated service to the City of Vernon. PUBLIC HEARINGS 3. Adoption of California Building Codes by Reference Public Works Director Wall presented the staff report. Mayor Lopez opened the public hearing. There being no speakers, Mayor Lopez closed the public hearing. MOTION Council Member Ybarra moved and Council Member Merlo seconded a motion to conduct second reading and adopt Ordinance No. 1290 amending Title 15, Building and Construction, to adopt the 2022 California Building Standards Code and 1997 Uniform Code for Abatement of Dangerous Buildings by reference. The question was called and the motion carried unanimously. CONSENT CALENDAR Council Member Ybarra pulled Item No. 13. MOTION Council Member Ybarra moved and Mayor Pro Tem Larios seconded a motion to approve the Consent Calendar, with the exception of Item No. 13. The question was called and the motion carried unanimously. Item 4 Page 3 of 7 Regular City Council Meeting Minutes Page 3 of 6 December 20, 2022 The Consent Calendar consisted of the following items: 4.Meeting Minutes Recommendation: Approve the December 6, 2022 Special and Regular City Council meeting minutes. 5.Conduct of Meetings via Teleconference Pursuant to Assembly Bill 361 Recommendation: Ratify the findings in Resolution No. 2021-36 authorizing continued conduct of City Council and all other City legislative body meetings via teleconference, in accordance with Assembly Bill 361 (AB 361), due to continued public health and safety concerns caused by COVID-19. 6.City Payroll Warrant Register Recommendation: Approve City Payroll Warrant Register No. 798, for the period of November 1 through November 30, 2022, totaling $2,927,310.50 and consisting of ratification of direct deposits, checks and taxes totaling $2,019,894.43 and ratification of checks and electronic fund transfers (EFT) for payroll related disbursements totaling $907,416.07 paid through operating bank account. 7.Operating Account Warrant Register Recommendation: Approve Operating Account Warrant Register No. 100, for the period of November 13 through December 3, 2022, totaling $13,040,261.67 and consisting of ratification of electronic payments totaling $12,577,841.38 and ratification of the issuance of early checks totaling $462,420.29. 8.Ordinance No.1289 Granting Amendment No.1 to the Solid Waste Non- Exclusive Franchise Agreement Recommendation: Conduct second reading and adopt Ordinance No. 1289 Granting Amendment No. 1 to the Non-Exclusive Franchise Agreement for Commercial Solid Waste Collection. 9.Ordinance No. 1291 Amending Fund Allocation, Eligibility, and Criteria for Vernon CommUNITY Fund Grants Recommendation: Conduct second reading and adopt Ordinance No. 1291 amending Vernon Municipal Code Sections 2.48.090, 2.48.100 2.48.110 and 2.48.130 relating to the Vernon CommUNITY Fund. 10.Police Department Activity Report Recommendation: Receive and file the October 2022 Police Department Activity Report. 11.Public Works Department Monthly Report Recommendation: Receive and file the November 2022 Building Report. 12. New Enterprise License Agreement (ELA) with Microsoft and Purchases from Insight Public Sector Recommendation: A. Approve a new Enterprise License Agreement (ELA) with Microsoft, in substantially the same form as submitted, for a period of three years and approve purchase of associated Microsoft Licenses from Insight Public Sector (Insight) for an amount of $426,149.64 for the three year term; B. Approve additional funds with Insight in the amount of $87,792 for additional Microsoft volume license purchases; and C. Approve additional funds with Insight in the amount of $65,000 for additional purchases that may be necessary from this vendor during the 2022-2023 Fiscal Year. Item 4 Page 4 of 7 Regular City Council Meeting Minutes Page 4 of 6 December 20, 2022 14. Change Order No. 13 to the Consulting Services Agreement (CS-0099) with CNS Engineers, Inc. (CNS) for the Atlantic Boulevard Bridge Rehabilitation and Widening Project Recommendation: A. Find that the approval of the proposed change order is within the Initial Study/Mitigated Negative Declaration prepared for this project pursuant to the provisions under the California Environmental Quality Act (CEQA) in accordance with Section 15063 of the CEQA Guidelines; and B. Approve and Authorize the City Administrator to execute Agreement Change Order No. 13, in substantially the same form as submitted, for the Atlantic Boulevard Bridge Rehabilitation and Widening Project, Federal Project No. DBPL02-5139(010), Contract No. CS-0099, extending the project schedule from December 31, 2022 to December 31, 2023 and authorizing CNS to provide additional support and coordination services required to complete the design phase of the project for the additional cost of $99,309.46 (increasing the total contract cost to $2,279,677.94). 15. Purchase Order with ChargePoint, Inc. Recommendation: Approve the issuance of a Purchase Order with ChargePoint, Inc., in an amount not-to-exceed $827,758.85, to procure Direct Current Fast Chargers for electric vehicles. 16. Services Agreement with Sespe Consulting, Inc. (Sespe) Recommendation: A. Find it in the best interest of the City to award a Services Agreement directly to Sespe without a competitive selection process pursuant to Vernon Municipal Code Section 3.32.110 (B)(2) and (B3); and B. Approve and authorize the City Administrator to execute a Professional Services Agreement with Sespe Consulting, Inc., in substantially the same form as submitted, for the purpose of conducting an odor study, for a total not-to-exceed $180,000 for a three-year term. 17.Amendment No. 1 to the Services Agreement with World Equity Alliance (WEA) Recommendation: A. Pursuant to Vernon Municipal Code (VMC) Sections 3.32.110 (B)(3) and 3.32.220 (B), find that it is in the best interest of the City to award a services agreement directly to WEA without a competitive process and find that it is commercially unreasonable to re-bid the contract for health officer services in three years; and B. Authorize the City Administrator to execute Amendment No. 1 to the Master Services Agreement with WEA, in substantially the same form as submitted, for health officer services and community health needs assessment, increasing the contract amount by $271,200, bringing the total amount not-to-exceed to $369,000, for a 5-year term. The following item was pulled from the Consent Calendar for individual consideration: 13. Amendment No. 3 to the Services Agreement with the Arroyo Group In response to Council questions, Public Works Director Wall explained the change in scope of work from a specific plan to zoning code amendment. Item 4 Page 5 of 7 Regular City Council Meeting Minutes Page 5 of 6 December 20, 2022 MOTION Council Member Ybarra moved and Council Member Merlo seconded a motion to: A. Find that the proposed action is exempt under the California Environmental Quality Act (CEQA) review, because it is a continuing fiscal and administrative activity that will not result in any direct or indirect physical changes in the environment, and therefore does not constitute a “project” as defined by CEQA Guidelines section 15378. One of the outcomes of the proposed action is to develop a Program Environmental Impact Report (PEIR) for potential project(s), and any required environmental impact analysis will be conducted at the appropriate project phase; and B. Approve and authorize the City Administrator to execute Amendment No. 3 to the Services Agreement between the City of Vernon and The Arroyo Group, in substantially the same form as submitted, for the preparation of: proposed changes to Chapter 17 of the Vernon Municipal Code allowing mixed-use development along Santa Fe Avenue, Design Guidelines to facilitate the orderly development of Mixed-Uses along Santa Fe Avenue, an Environmental Impact Report, and revisions to the General Plan and Housing Element Updates for a not-to-exceed amount of $70,000 and a six-month extension of the agreement. The question was called and the motion carried unanimously. NEW BUSINESS 18.Letter Agreement with Southern California Edison Company Acting Public Utilities General Manager Dusenberry presented the staff report. MOTION Council Member Ybarra moved and Mayor Pro Tem Larios seconded a motion to: A. Find that the proposed action is categorically exempt from California Environmental Quality Act (CEQA) review, in accordance with CEQA Guidelines Section 15301, because the project consists of the maintenance, repair or minor alteration of existing facilities and equipment and involves negligible or no expansion of an existing use; and B. Approve and authorize the City Administrator to execute a Letter Agreement with Southern California Edison Company (SCE), in substantially the same form as submitted, to agree upon an interim arrangement pursuant to which SCE will perform required work related to Interconnection Facilities, Distribution Upgrades, and Network Upgrades, in an amount not-to- exceed $132,328. The question was called and the motion carried unanimously. 19.Appointment of Todd W. Dusenberry as General Manager of Public Utilities Human Resources Director Earl presented the staff report. MOTION Council Member Ybarra moved and Mayor Pro Tem Larios seconded a motion to adopt Resolution No. 2022-45 appointing Todd W. Dusenberry to serve as General Manager of Public Utilities of the City of Vernon and approving and authorizing the Item 4 Page 6 of 7 Regular City Council Meeting Minutes Page 6 of 6 December 20, 2022 execution of a related at-will employment agreement. The question was called and the motion carried unanimously. ORAL REPORTS City Administrator Reports on Activities and other Announcements. City Administrator Fandino congratulated Council Member Davis and Don Quiroz on their retirements and General Manager Dusenberry on his appointment; announced the VCF Scholarships application period beginning January 3; wished happy holidays; and noted the next Regular City Council meeting on January 17, 2023. Public Works Director Wall provided an update on the monument sign installation on Santa Fe Avenue at 25th Street. City Council Reports on Activities (including AB 1234), Announcements, or Directives to Staff. None. RECESS Mayor Lopez recessed the meeting to Closed Session at 9:42 a.m. CLOSED SESSION 20. CONFERENCE WITH LEGAL COUNSEL – EXISTING LITIGATION Government Code Section 54956.9(d)(1) Jerry Chavez v. City of Vernon Los Angeles Superior Court Case No. BC719460 RECONVENE At 10:01 a.m., Mayor Lopez adjourned Closed Session and reconvened the regular meeting. CLOSED SESSION REPORT City Attorney Moussa reported the Council met in Closed Session, discussed the item on the agenda, and took no reportable action. ADJOURNMENT Mayor Lopez adjourned the meeting at 10:01 a.m. ______________________________ ATTEST: LETICIA LOPEZ, Mayor ____________________________ LISA POPE, City Clerk (seal) Item 4 Page 7 of 7 City Council Agenda Report Meeting Date:January 17, 2023 From:Lisa Pope, City Clerk Department:City Clerk Submitted by:Lisa Pope, City Clerk Subject Conduct of Meeting via Teleconference Pursuant to Assembly Bill 361 Recommendation Ratify the findings in Resolution No. 2021-36 authorizing continued conduct of City Council and other City legislative body meetings via teleconference, in accordance with Assembly Bill 361, due to continued public health and safety concerns caused by COVID-19. Background Assembly Bill 361 (AB 361) authorizes local agencies to use teleconferencing without complying with the teleconferencing requirements imposed by the Ralph M. Brown Act during a declared state of emergency. At a special meeting on October 21, 2021, the City Council adopted Resolution No. 2021-36 authorizing continued conduct of City Council and all other City legislative body meetings via teleconference, in accordance with AB 361, due to continued public health and safety concerns caused by COVID-19. Pursuant to AB 361, it is necessary for the City Council to periodically declare that the City’s legislative bodies must continue to meet remotely to ensure the continued health and safety of the public. The City Council most recently ratified the findings of Resolution No. 2021-36 on December 20, 2022. If the City Council determines the need to conduct meetings remotely still exists, the City Council should ratify the findings in Resolution No. 2021-36. Fiscal Impact There is no fiscal impact associated with this report. Attachments 1. Resolution No. 2021-36 Item 5 Page 1 of 4 RESOLUTION NO. 2021-36 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON AUTHORIZING CONTINUED CONDUCT OF CITY COUNCIL AND ALL OTHER CITY LEGISLATIVE BODY MEETINGS VIA TELECONFERENCE, IN ACCORDANCE WITH ASSEMBLY BILL 361 (AB 361), DUE TO CONTINUED PUBLIC HEALTH AND SAFETY CONCERNS CAUSED BY COVID-19 SECTION 1. Recitals. A. On March 4, 2020, Governor Newsom declared a State of Emergency to make additional resources available, formalize emergency actions already underway across multiple state agencies and departments, and help the State prepare for a broader spread of COVID-19. B. On March 17, 2020, the City Council adopted Resolution No. 2020-06 ratifying Emergency Proclamation 2020-01, a proclamation of local emergency due to the serious and imminent threat of the Novel Coronavirus (COVID-19). C. Also, on March 17, 2020, Governor Newsom issued Executive Order N-29-20, which suspended certain provisions of the Ralph M. Brown Act to allow local legislative bodies to conduct meetings telephonically or by other means. Additionally, the State implemented a shelter-in-place order, requiring all non-essential personnel to work from home. D. The City Council, Commissions and Committees have utilized remote and hybrid meetings during the state of emergency, ensuring the member's and public's continued access to meetings while ensuring public safety. E. On June 11, 2021, Governor Newsom issued Executive Order N-08-21, which extended the ability of agencies to hold remote meetings through September 30, 2021, after which agencies anticipated transitioning back to public meetings held in full compliance with the Brown Act. F. Since issuing Executive Order N-08-21, the Delta variant emerged, causing a spike in COVID-19 cases throughout the state. G. It is difficult to maintain social distancing requirements for the public, staff, Council Members, Committee Members and Commissioners in their respective meeting locations, therefore, the City of Vernon legislative bodies have utilized a hybrid model of meetings, with some members and the public participating remotely. H. The Proclamation of a State of Emergency issued by Governor Newsom on March 4, 2020 continues to be in effect. Item 5 Page 2 of 4 Resolution No. 2021-36 Page2of3 I. On September 16, 2021, Governor Newson signed AB 361, allowing local legislative bodies to continue to meet remotely after the September 30, 2021 expiration of the Governor’s executive orders. J. Pursuant to AB 361, it is necessary for the City Council to declare every 30 days that the City’s legislative bodies must continue to meet remotely to ensure the health and safety of the public. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF VERNON AS FOLLOWS: SECTION 2. The City Council of the City of Vernon hereby finds and determines that the above recitals are true and correct. SECTION 3. The City Council of the City of Vernon hereby approves the continuation of conducting the City Council and all other City Legislative Body meetings remotely due to continued public health and safety concerns caused by COVID-19. SECTION 4. In compliance with AB 361, and to continue to teleconference without the usual teleconference requirements of the Brown Act, the City Council makes the following findings: a. The City Council has reconsidered the circumstances of the state of emergency; and b. The state of local emergency continues to directly impact the ability of the City Council and all other City Legislative Body meetings, as well as staff and members of the public, from meeting safely in person; and c. Health orders require all individuals in public spaces to maintain social distancing and to wear masks when inside public spaces; however, the City cannot maintain social distancing requirements for the Council Members, Commissioners, Committee Members, staff and public in meeting spaces. SECTION 5. City Council and all other City Legislative Body meetings will continue to be conducted in a hybrid manner including remote and in person participation for the next 30 days in compliance with AB 361, to better ensure the health and safety of the public. SECTION 6. The City Council will reconsider the above findings and the need to conduct meetings remotely within 30 days of the adoption of this resolution. SECTION 7. If the City Council determines the need to conduct meetings remotely still exists at each 30-day interval, the City Council will make such findings by minute order. Item 5 Page 3 of 4 Resolution No. 2021-36 Page3of3 SECTION 8. The City Clerk shall certify the passage and adoption of this resolution and enter it into the book of original resolutions. APPROVED AND ADOPTED this 21st day of October, 2021. MELISSAYBARRA, Mayor ATTEST: LISA POPE, City Clerk seal) APPROVED AS TO FORM: ZAYNAH N. MOUSSA, Interim City Attorney I CERTIFY THAT THE FOREGOING RESOLUTION NO. 2021-36 was passed and adopted by the City Council of the City of Vernon at the Regular meeting on October 21, 2021 by the following vote: AYES: 4 Council Members: Lopez, Merlo, Davis, Ybarra NOES: 0 ABSENT: 1 Council Member: Larios ABSTAIN: 0 LISA POPE, City Clerk seal) Item 5 Page 4 of 4 City Council Agenda Report Meeting Date:January 17, 2023 From:Scott Williams, Director of Finance Department:Finance Submitted by:Efren Peregrina Renteria, Finance Specialist Subject City Payroll Warrant Register Recommendation Approve City Payroll Warrant Register No. 799, for the period of December 1 through December 31, 2022, totaling $3,900,635.79 and consisting of ratification of direct deposits, checks and taxes totaling $2,997,606.43 and ratification of checks and electronic fund transfers (EFT) for payroll related disbursements totaling $903,029.36 paid through operating bank account. Background Section 2.32.060 of the Vernon Municipal Code indicates the City Treasurer, or an authorized designee, shall prepare warrants covering claims or demands against the City which are to be presented to City Council for its audit and approval. Pursuant to the aforementioned code section, the City Treasurer has prepared City Payroll Account Warrant Register No. 799 covering claims and demands presented during the period of December 1 through December 31, 2022, drawn, or to be drawn, from East West Bank for City Council approval. Fiscal Impact The fiscal impact of approving City Payroll Warrant Register No. 799, totals $3,900,635.79. The Finance Department has determined that sufficient funds to pay such claims/demands, are available in the respective accounts referenced on City Payroll Warrant Register No. 799. Attachments 1. City Payroll Account Warrant Register No. 799 Item 6 Page 1 of 3 PAYROLL WARRANT REGISTER City of Vernon No.799 Month of December 2022 I hereby Certify: that claims or demands covered by the This is to certify that the claims or demands above listed warrants have been audited as to accuracy covered by the above listed warrants have been and availability of funds for payments thereof; and that audited by the City Council of the City of Vernon said claims or demands are accurate and that funds are and that all of said warrants are approved for pay- available for payments thereof.ments Scott A. Williams DATE Director of Finance / City Treasurer DATE Date: Page 1 of 1 Payroll Warrant Register Memo January : Warrant 1/9/2023 Item 6 Page 2 of 3 Payrolls reported for the month of December 11/06/2022 - 11/19/2022, Paydate 12/01/2022 11/18/2022 - 11/18/2022, Paydate 12/01/2022 SP815 11/20/2022 - 12/03/2022, Paydate 12/15/2022 12/27/2022 - 12/27/2022, Paydate 12/27/2022 SP853 12/04/2022 - 12/17/2022, Paydate 12/29/2022 12/08/2022 - 12/08/2022, Paydate 12/29/2022 SP854 Payment Method Date Payment Description Amount ACH 12/01/22 Net payroll, checks 8,180.89$ ACH 12/01/22 Net payroll, direct deposits 699,955.09 ACH 12/01/22 Payroll taxes 194,394.01 ACH 12/15/22 Net payroll, checks 6,368.97 ACH 12/15/22 Net payroll, direct deposits 710,098.50 ACH 12/15/22 Payroll taxes 196,450.93 ACH 12/27/22 Net payroll, checks 148,048.50 ACH 12/27/22 Payroll taxes 89,328.00 ACH 12/29/22 Net payroll, checks 5,487.57 ACH 12/29/22 Net payroll, direct deposits 733,379.92 ACH 12/29/22 Payroll taxes 205,914.05 Total net payroll and payroll taxes 2,997,606.43 14076 12/02/22 ICMARC 24,864.89 14075 12/02/22 IBEW Dues 4,403.18 14077 12/02/22 Vernon Police Officers' Benefit Association 2,292.16 14076 12/06/22 CalPERS 205,492.82 14702 12/02/22 California State Disbursement Unit 41.53 14089 12/21/22 Blue Shield of California (active)267,672.88 14090 12/21/22 Blue Shield of California (retiree)91,366.65 14091 12/21/22 Blue Shield of California (cobra)1,370.11 14092 12/21/22 Metlife - Group Benefits 28,213.12 14093 12/28/22 MES Vision 4,020.67 14086 12/23/22 AFLAC 12,099.17 14088 12/22/22 Mutual of Omaha 13,300.94 14087 12/23/22 Colonial 6,998.21 14080 12/15/22 ICMARC 23,227.20 14084 12/16/22 Teamsters Local 911 2,547.00 14085 12/16/22 Vernon Police Officers' Benefit Association 2,232.96 14079 12/15/22 CalPERS 210,611.38 14081 12/15/22 California State Disbursement Unit 41.53 14122 12/29/22 Vernon Police Officers' Benefit Association 2,232.96 Payroll related disbursements, paid through Operating bank account 903,029.36 Total net payroll, taxes, and related disbursements 3,900,635.79$ Page 1 of 1 Item 6 Page 3 of 3 City Council Agenda Report Meeting Date:January 17, 2023 From:Scott Williams, Director of Finance Department:Finance Submitted by:Efren Peregrina Renteria, Finance Specialist Subject Operating Account Warrant Register Recommendation Approve Operating Account Warrant Register No. 101, for the period of December 4 through December 24, 2022, totaling $16,075,929.49 and consisting of ratification of electronic payments totaling $13,857,444.41 and ratification of the issuance of early checks totaling $2,218,485.08. Background Section 2.32.060 of the Vernon Municipal Code indicates the City Treasurer, or an authorized designee, shall prepare warrants covering claims or demands against the City which are to be presented to City Council for its audit and approval. Pursuant to the aforementioned code section, the City Treasurer has prepared Operating Account Warrant Register No. 101 covering claims and demands presented during the period of December 4 through December 24, 2022, drawn, or to be drawn, from East West Bank for City Council approval. Fiscal Impact The fiscal impact of approving Operating Account Warrant Register No. 101, totals $16,075,929.49. The Finance Department has determined that sufficient funds to pay such claims/demands, are available in the respective accounts referenced on Operating Account Warrant Register No. 101. Attachments 1. Operating Account Warrant Register No. 101 Item 7 Page 1 of 59 CITY OF VERNONOPERATING ACCOUNTWARRANT REGISTER NO. 101JANUARY 17, 2023I hereby cerƟfy that claims and/or demands included in above listed warrantregister have been audited for accuracy and availability of funds for payments andthat said claims and/or demands are accurate and that the funds are available forpayments thereof.____________________________________________________________ScoƩ WilliamsDirector of Finance/City TreasurerDate: _______________________________________________________This is to cerƟfy that the claims or demands covered by the above listed warrantshave been audited by the City Council of the City of Vernon and that all of saidwarrants are approved for payments except Warrant Numbers:________________________________________________________________________________________________________________________Printed: 1/9/2023 10:22:07AM1/9/2023 Item 7Page 2 of 59 CITY OF VERNONOPERATING ACCOUNTWARRANT REGISTER NO. 101JANUARY 17, 2023ELECTRONICVENDOR NAME AND NUMBERACCOUNTNUMBERINVOICEAMOUNTDESCRIPTIONINVOICEP.O.#PAYMENTAMOUNTPAYMENTNUMBERPAYMENTDATE056.5600.590000 $ 2,092.80 Materials for Service ConnecƟons~ IN16110 056.0000686A‐BEST INDUSTRIAL, INC004318 ‐ 056.5600.590000 $ 2,092.80 Materials for Service ConnecƟons~ IN16110 056.0000686056.5600.590000 $ 397.63 Sales Tax 9.5% IN16110$ 4,583.2312/09/2022 14000055.9000.595200 $ 10,000.00 Monthly Retainer~ 1095BELL BURNETT & ASSOCIATES006786 ‐ 055.9000.595200 $ 10,000.00 Monthly Retainer~ 1126055.9000.596200 $ 50,000.00 Energy Risk Management Policy Milestone 1130055.9000.595200 $ 10,000.00 Monthly Retainer~ 1133055.9000.596200 $ 50,000.00 Energy Risk Management Policy Milestone 1134$ 130,000.0012/09/2022 14001Printed: 1/9/2023 10:22:07AMPage 1 of 57 Item 7Page 3 of 59 CITY OF VERNONOPERATING ACCOUNTWARRANT REGISTER NO. 101JANUARY 17, 2023ELECTRONICVENDOR NAME AND NUMBERACCOUNTNUMBERINVOICEAMOUNTDESCRIPTIONINVOICEP.O.#PAYMENTAMOUNTPAYMENTNUMBERPAYMENTDATE055.9200.500150 $ 18.72 IniƟal Charges 11/22 202212063157550449CALIFORNIA ISO002412 ‐ 055.9200.450340 $ 2.33 RecalculaƟon Charges 12/21 202212063157550449055.9200.500150 $ ‐1,674.74 RecalculaƟon Charges 08/22 202212063157550455055.9200.500170 $ ‐312.40 RecalculaƟon Charges 08/22 202212063157550455055.9200.500190 $ ‐479.82 RecalculaƟon Charges 08/22 202212063157550455055.9200.500170 $ ‐5.44 RecalculaƟon Charges 02/21 202212063157550455055.9200.500190 $ ‐2,299.86 RecalculaƟon Charges 02/21 202212063157550455055.9200.500150 $ 49.79 RecalculaƟon Charges 02/21 202212063157550455055.9200.500180 $ 7.29 RecalculaƟon Charges 02/21 202212063157550455055.9200.500150 $ 1,232,295.90 IniƟal Charges 11/22 202212063157550455055.9200.500170 $ 8,107.77 IniƟal Charges 11/22 202212063157550455055.9200.500190 $ 13,909.06 IniƟal Charges 11/22 202212063157550455055.9200.500210 $ 9,377.03 IniƟal Charges 11/22 202212063157550455055.9200.500190 $ ‐1,823.60 RecalculaƟon Charges 12/21 202212063157550455055.9200.500150 $ 56.00 RecalculaƟon Charges 12/21 202212063157550455055.9200.500170 $ 1,998.90 RecalculaƟon Charges 12/21 202212063157550455$ 1,259,226.9312/09/2022 14002011.1049.540000 $ 254.70 Uniforms 4139121580CINTAS CORPORATION005490 ‐ $ 254.7012/09/2022 14003Printed: 1/9/2023 10:22:07AMPage 2 of 57 Item 7Page 4 of 59 CITY OF VERNONOPERATING ACCOUNTWARRANT REGISTER NO. 101JANUARY 17, 2023ELECTRONICVENDOR NAME AND NUMBERACCOUNTNUMBERINVOICEAMOUNTDESCRIPTIONINVOICEP.O.#PAYMENTAMOUNTPAYMENTNUMBERPAYMENTDATE011.1033.596200 $ 27,517.60 Fire ProtecƟon Services~ C0010835COUNTY OF LOS ANGELES001444 ‐ 011.1033.596200 $ 1,275,737.34 Fire ProtecƟon Services~ C0010835$ 1,303,254.9412/09/2022 14004020.1084.520000 $ 597.90 6 MEGALUG EBAASEAL ACCY PKG F/DI~ 15361 011.0015445FERGUSON WATERWORKS000524 ‐ 020.1084.520000 $ 570.25 10 MEGALUG EBAASEAL ACCY PKG F/DI~ 15361 011.0015445020.1084.520000 $ 119.73 Sales Tax 10.25 15361020.1084.520000 $ 1,146.51 Drilling Machine~ 790142 011.0015160020.1084.520000 $ 200.00 Tap~ 790142 011.0015160020.1084.520000 $ 41.43 Adapter~ 790142 011.0015160020.1084.520000 $ 46.95 Bar~ 790142 011.0015160020.1084.520000 $ 169.93 Accesories~ 790142 011.0015160020.1084.520000 $ 100.22 Parts~ 790142 011.0015160020.1084.520000 $ 141.60 Parts~ 790142 011.0015160020.1084.520000 $ 31.12 Parts~ 790142 011.0015160020.1084.520000 $ 192.47 Sales Tax 10.25 790142$ 3,358.1112/09/2022 14005056.5600.590000 $ 575.00 CalibraƟon Services 35861600GLOBAL TEST SUPPLY, LLC007400 ‐ $ 575.0012/09/2022 14006011.9019.590110 $ 4,200.00 Maintenance, HosƟng & Licesing Fee 158820GRANICUS006750 ‐ $ 4,200.0012/09/2022 14007011.1049.596200 $ 102.00 Disposal & Recycling Services 2BX04361HAUL AWAY RUBBISH SERVICE CO,005350 ‐ 011.1049.596200 $ 393.94 Disposal & Recycling Services 2BX04362011.1048.596200 $ 102.00 Disposal & Recycling Services 2BX04364011.1049.596200 $ 672.00 Disposal & Recycling Services 2BX04365011.1049.596200 $ 227.00 Disposal & Recycling Services 2BX04369011.1049.596200 $ 5,367.55 Disposal & Recycling Services 2BX04370$ 6,864.4912/09/2022 14008Printed: 1/9/2023 10:22:07AMPage 3 of 57 Item 7Page 5 of 59 CITY OF VERNONOPERATING ACCOUNTWARRANT REGISTER NO. 101JANUARY 17, 2023ELECTRONICVENDOR NAME AND NUMBERACCOUNTNUMBERINVOICEAMOUNTDESCRIPTIONINVOICEP.O.#PAYMENTAMOUNTPAYMENTNUMBERPAYMENTDATE020.1084.595200 $ 2,164.50 Env Compliance Support Services D3404500028JACOBS ENGINEERING GROUP, INC006886 ‐ 055.8200.500230 $ 5,446.50 Env Compliance Support Services D3404500028055.9190.500230 $ 15,340.50 Env Compliance Support Services D3404500028$ 22,951.5012/09/2022 14009011.120030 $ 17,066.18 Fuel~ 2222030 011.0015366MERRIMAC ENERGY GROUP000209 ‐ $ 17,066.1812/09/2022 14010055.9200.596200 $ 893.01 Electronic Tagging~ 174124 055.0002993OPEN ACCESS TECHNOLOGY INTL, I000629 ‐ $ 893.0112/09/2022 14011055.9000.596200 $ 6,890.00 ConsultaƟon & Support Services VERNPVHNOVEMBER2022PORT CANAVERAL PWR CONSULTANTS002459 ‐ $ 6,890.0012/09/2022 14012011.9019.860000 $ 4,347.50 ERP System (Munis) Upgrade 25382141TYLER TECHNOLOGIES, INC001447 ‐ 011.9019.860000 $ 832.50 ERP System (Munis) Upgrade 25382905$ 5,180.0012/09/2022 14013020.1084.520000 $ 502.61 Paving Materials~ 73480640 011.0015320VULCAN MATERIALS CO001695 ‐ 011.1043.520000 $ 602.25 Paving Materials~ 73487542 011.0015306$ 1,104.8612/09/2022 14014055.8000.590000 $ 203.44 Oil Samples 5900360098WEIDMANN ELECTRICAL TECHNOLOGY002075 ‐ 055.8000.590000 $ 96.25 Oil Samples 5900360945055.8000.590000 $ 168.44 Oil Samples 5900362240055.8000.590000 $ 898.50 Oil Samples 5900363032055.8000.590000 $ 203.44 Oil Samples 5900363033$ 1,570.0712/09/2022 14015011.1026.594200 $ 6,508.66 TPA Fees 12/22 IVC30136ATHENS INSURANCE SERVICES, INC004303 ‐ $ 6,508.6612/14/2022 14016Printed: 1/9/2023 10:22:07AMPage 4 of 57 Item 7Page 6 of 59 CITY OF VERNONOPERATING ACCOUNTWARRANT REGISTER NO. 101JANUARY 17, 2023ELECTRONICVENDOR NAME AND NUMBERACCOUNTNUMBERINVOICEAMOUNTDESCRIPTIONINVOICEP.O.#PAYMENTAMOUNTPAYMENTNUMBERPAYMENTDATE020.1084.500130 $ 8,424.19 Potable & Recycled Water VEROCT22CENTRAL BASIN MWD001401 ‐ 055.9190.500120 $ 34,866.97 Potable & Recycled Water VEROCT22$ 43,291.1612/14/2022 14017011.1043.540000 $ 309.79 Uniforms 4139805844CINTAS CORPORATION005490 ‐ $ 309.7912/14/2022 14018055.9200.500160 $ 259,518.75 Natural Gas 11/22 106755CITADEL ENERGY MARKETING, LLC007262 ‐ $ 259,518.7512/14/2022 14019011.9019.590110 $ 483.12 AddiƟonal PRI Line 15286EXTENDED OFFICE SOLUTIONS, INC007353 ‐ $ 483.1212/14/2022 14020011.1049.520000 $ 905.50 Jacket~ 107240 011.0015498EXTREME SAFETY, INC004730 ‐ 011.1049.520000 $ 905.50 Jacket~ 107240 011.0015498011.1049.520000 $ 185.63 Sales Tax 10.25 107240$ 1,996.6312/14/2022 14021055.9000.595200 $ 937.13 Natural Gas Compliance Services 308956G2 INTEGRATED SOLUTIONS, LLC006899 ‐ $ 937.1312/14/2022 14022011.1031.570000 $ 15.00 Decal~ 30659 011.0015531GRAFIX SYSTEMS006660 ‐ 011.1031.570000 $ 98.33 Decal~ 30659 011.0015531011.1031.570000 $ 25.00 Decal~ 30659 011.0015531011.1031.570000 $ 7.50 Decal~ 30659 011.0015531011.1031.570000 $ 95.00 Labor 30659 011.0015531011.1031.570000 $ 12.76 Sales Tax 8.75 30659$ 253.5912/14/2022 14023055.9200.596200 $ 82.50 Physical Gas 1122001688006ICE US OTC COMMODITY MARKETS,004500 ‐ 055.9200.596200 $ 1,167.50 OTC Commission Adjustment 1122001688088$ 1,250.0012/14/2022 14024Printed: 1/9/2023 10:22:07AMPage 5 of 57 Item 7Page 7 of 59 CITY OF VERNONOPERATING ACCOUNTWARRANT REGISTER NO. 101JANUARY 17, 2023ELECTRONICVENDOR NAME AND NUMBERACCOUNTNUMBERINVOICEAMOUNTDESCRIPTIONINVOICEP.O.#PAYMENTAMOUNTPAYMENTNUMBERPAYMENTDATE055.9200.500160 $ 1,443,750.00 Natural Gas 11/22 GASI00175339MACQUARIE ENERGY, LLC006086 ‐ $ 1,443,750.0012/14/2022 14025056.5600.590000 $ 5,010.00 CalibraƟon Services 232895MEASUREMENT CONTROL SYSTEMS, I000839 ‐ $ 5,010.0012/14/2022 14026055.9190.500230 $ 7,500.00 Fieldwork & ReporƟng~ CINV147279MONTROSE AIR QUALITY SERVICES,007286 ‐ $ 7,500.0012/14/2022 14027055.9190.500230 $ 25,431.20 Water Treatment Chemicals 6670340425NALCO WATER007321 ‐ 055.9190.500230 $ 28,372.90 Water Treatment Chemicals 6670356596$ 53,804.1012/14/2022 14028020.1084.596200 $ 1,700.00 Technical Design Services 1826NORTHWEST ELECTRICAL SERVICES,005614 ‐ 020.1084.590000 $ 3,277.50 Technical Design Services 1826020.1084.900000 $ 15,390.00 Technical Design Services 1826020.1084.900000 $ 30,138.75 Technical Design Services 1826055.8200.596200 $ 15,318.75 Technical Design Services 1826$ 65,825.0012/14/2022 14029011.110021 $ 2,624.69 Employee Computer Loan 120622JOSE REYNA001145 ‐ $ 2,624.6912/14/2022 14030055.9200.500150 $ 60,000.00 ISP Study Deposit~ 7590465047SO CAL EDISON000059 ‐ $ 60,000.0012/14/2022 14031055.9100.596200 $ 894.68 OperaƟng Expense 11/22 21620SO CAL JOINT POLE COMMITTEE002079 ‐ $ 894.6812/14/2022 14032011.1026.502031 $ 13,560.81 Medical ReƟrees~ 259727993ANTHEM BLUE CROSS005182 ‐ $ 13,560.8112/16/2022 14033Printed: 1/9/2023 10:22:07AMPage 6 of 57 Item 7Page 8 of 59 CITY OF VERNONOPERATING ACCOUNTWARRANT REGISTER NO. 101JANUARY 17, 2023ELECTRONICVENDOR NAME AND NUMBERACCOUNTNUMBERINVOICEAMOUNTDESCRIPTIONINVOICEP.O.#PAYMENTAMOUNTPAYMENTNUMBERPAYMENTDATE055.9000.595200 $ 3,000.00 Financial Advisory Services~ 4161216145091322BLX GROUP, LLC001413 ‐ 020.1084.595200 $ 2,250.00 Financial Advisory Services~ 4161216191091922055.9000.595200 $ 4,000.00 Financial Advisory Services~ 4161217018092222$ 9,250.0012/16/2022 14034011.1049.520000 $ 183.00 #A89178 SUNX30 SUNSCREEN 30 SPF LOTIONS5371227001 011.0015397EMPIRE CLEANING SUPPLY001936 ‐ 011.1049.520000 $ 572.00 #1625‐8891 joy dishwash detergent, S5371227001 011.0015397011.1049.520000 $ 259.60 #1663‐8239 EMPIRE DISHWASH DETERGENT, 4S5371227001 011.0015397011.1049.520000 $ 693.75 #1629‐8059, 33X39 1.7ML LL BLACK TRASH S5371227001 011.0015397011.1049.520000 $ 10.86 Freight S5371227001011.1049.520000 $ 175.75 Sales Tax 10.25 S5371227001011.1049.520000 $ 1,105.00 Trash Liner~ S5371227002 011.0015397011.1049.520000 $ 9.14 Freight S5371227002011.1049.520000 $ 113.89 Sales Tax 10.25 S5371227002011.1049.520000 $ 20.00 Freight S5379084001 011.0015397011.1049.520000 $ 519.60 Hand Cleaner~ S5454339.002 011.0015468011.1049.520000 $ 3,143.00 Fold Towels~ S5454339.002 011.0015468011.1049.520000 $ 6.00 Freight S5454339.002 011.0015468011.1049.520000 $ 376.06 Sales Tax 10.25 S5454339.002011.1049.520000 $ 673.50 #1664‐8949 Big Fold Z Towels White ‐ GP S5454339002 011.0015468011.1049.520000 $ 6.00 Freight S5454339002011.1049.520000 $ 69.66 Sales Tax 10.25 S5454339002$ 7,936.8112/16/2022 14035Printed: 1/9/2023 10:22:07AMPage 7 of 57 Item 7Page 9 of 59 CITY OF VERNONOPERATING ACCOUNTWARRANT REGISTER NO. 101JANUARY 17, 2023ELECTRONICVENDOR NAME AND NUMBERACCOUNTNUMBERINVOICEAMOUNTDESCRIPTIONINVOICEP.O.#PAYMENTAMOUNTPAYMENTNUMBERPAYMENTDATE055.8400.590000 $ 24.08 Small Tools, Plumbing & Building 123268 055.0002975LB JOHNSON INDUSTRIAL HARDWARE000804 ‐ 055.8400.590000 $ 16.37 Small Tools, Plumbing & Building 123294 055.0002975055.8400.590000 $ 22.28 Small Tools, Plumbing & Building 123367 055.0002975055.8400.590000 $ 103.97 Small Tools, Plumbing & Building 123470 055.0002975020.1084.900000 $ 82.79 Small Tools, Plumbing & Building 123538 011.0015315020.1084.520000 $ 404.99 Small Tools, Plumbing & Building 123581 011.0015315055.8400.590000 $ 9.38 Small Tools, Plumbing & Building 123709 055.0002975011.1049.520000 $ 49.44 Small Tools, Plumbing & Building 123931 011.0015301055.8400.590000 $ 41.68 Small Tools, Plumbing & Building 123937 055.0002975020.1084.520000 $ 190.74 Small Tools, Plumbing & Building 123946 011.0015315011.1049.520000 $ 54.72 Small Tools, Plumbing & Building 123972 011.0015301011.1048.520000 $ 15.32 Small Tools, Plumbing & Building 124051 011.0015301011.1048.520000 $ 5.46 Small Tools, Plumbing & Building 124053 011.0015301011.1049.520000 $ 29.54 Small Tools, Plumbing & Building 124141 011.0015301$ 1,050.7612/16/2022 14036011.1049.590000 $ 3,627.54 Landscape Maintenance 11/22 100368MARIPOSA LANDSCAPES, INC006422 ‐ $ 3,627.5412/16/2022 14037Printed: 1/9/2023 10:22:07AMPage 8 of 57 Item 7Page 10 of 59 CITY OF VERNONOPERATING ACCOUNTWARRANT REGISTER NO. 101JANUARY 17, 2023ELECTRONICVENDOR NAME AND NUMBERACCOUNTNUMBERINVOICEAMOUNTDESCRIPTIONINVOICEP.O.#PAYMENTAMOUNTPAYMENTNUMBERPAYMENTDATE020.1084.520000 $ 18.59 Hardware Supplies~ 83477376 011.0015316MCMASTER‐CARR SUPPLY COMPANY001150 ‐ 020.1084.900000 $ 616.24 Hardware Supplies~ 83497993 011.0015316020.1084.900000 $ 346.71 Hardware Supplies~ 86226796 011.0015316055.9100.590000 $ 137.99 Hardware Supplies~ 88189280 055.0002969055.9100.590000 $ 507.62 Hardware Supplies~ 88193679 055.0002969055.9100.590000 $ 573.21 Hardware Supplies~ 88193986 055.0002969055.9100.590000 $ 281.84 Hardware Supplies~ 88279988 055.0002969055.9100.590000 $ 393.27 Hardware Supplies~ 88288550 055.0002969055.9100.590000 $ ‐155.85 Hardware Supplies~ 88343469 055.0002969055.9100.590000 $ 87.25 Hardware Supplies~ 88347234 055.0002969055.9100.590000 $ 1,280.45 Hardware Supplies~ 88573316 055.0002969055.9100.590000 $ 130.95 Hardware Supplies~ 88636286 055.0002969$ 4,218.2712/16/2022 14038055.9190.500230 $ 6,000.00 Fieldwork & ReporƟng~ CINV141908MONTROSE AIR QUALITY SERVICES,007286 ‐ $ 6,000.0012/16/2022 14039011.1004.520000 $ 333.56 Postage Replenishment 810105NDS006687 ‐ $ 333.5612/16/2022 14040011.1031.596500 $ 260.00 IACP 2022 Annual Conference 101122PEREZ, NICHOLAS000296 ‐ $ 260.0012/16/2022 14041011.1043.590000 $ 19,074.00 Catch Basin Cleaning~ 575(2)RONS MAINTENANCE, INC005044 ‐ $ 19,074.0012/16/2022 14042055.9190.590000 $ 4,689.00 Air CondiƟoner Maintenance 202232301RUSHER AIR CONDITIONING006637 ‐ $ 4,689.0012/16/2022 14043055.9200.500154 $ 52,312.90 Desert Harvest II Project DH1222SO CAL PUBLIC POWER AUTHORITY002517 ‐ $ 52,312.9012/16/2022 14044Printed: 1/9/2023 10:22:07AMPage 9 of 57 Item 7Page 11 of 59 CITY OF VERNONOPERATING ACCOUNTWARRANT REGISTER NO. 101JANUARY 17, 2023ELECTRONICVENDOR NAME AND NUMBERACCOUNTNUMBERINVOICEAMOUNTDESCRIPTIONINVOICEP.O.#PAYMENTAMOUNTPAYMENTNUMBERPAYMENTDATE055.9200.500180 $ 11,000.00 RA Capacity November 2022 SVCERASALECITYOFVERNSVCE AUTHORITY007492 ‐ $ 11,000.0012/16/2022 14045055.9200.500160 $ 73,600.00 Natural Gas 12/22 202211GS028THE GAS COMPANY001581 ‐ $ 73,600.0012/16/2022 14046055.9200.500160 $ 107,877.81 Natural Gas 11/22 372386TWIN EAGLE RESOURCES MGMT, LLC007225 ‐ $ 107,877.8112/16/2022 14047011.1049.590000 $ 3,428.64 Portable Restroom Service~ 11413454228UNITED SITE SERVICES OF CA003601 ‐ $ 3,428.6412/16/2022 14048055.9200.500180 $ 29,817.21 Boulder Canyon Project Charges 11/22 GG1766W1122US DEPARTMENT OF ENERGY002227 ‐ 055.9200.500150 $ 14,758.73 Boulder Canyon Project Charges 11/22 GG1766W1122$ 44,575.9412/16/2022 14049057.1057.500173 $ 14.99 Internet Access Services IN174424USIPCOM007343 ‐ 057.1057.500173 $ 14.99 Internet Access Services IN174425$ 29.9812/16/2022 14050011.1031.540000 $ 1,500.00 Reserve Officer SƟpend 06/22 ‐ 11/22 113022VELASQUEZ, RICHARD000403 ‐ $ 1,500.0012/16/2022 14051020.1084.500110 $ 213,917.28 Groundwater ProducƟon & Assessment 010923WATER REPLENISHMENT DISTRICT001658 ‐ $ 213,917.2812/16/2022 14052011.1049.590000 $ 3,498.00 Air CondiƟoner Maintenance 36657WESTERN ALLIED CORPORATION006120 ‐ 011.1049.590000 $ 755.00 Air CondiƟoner Maintenance 630709011.1049.590000 $ 2,746.00 Air CondiƟoner Maintenance 903555$ 6,999.0012/16/2022 14053Printed: 1/9/2023 10:22:07AMPage 10 of 57 Item 7Page 12 of 59 CITY OF VERNONOPERATING ACCOUNTWARRANT REGISTER NO. 101JANUARY 17, 2023ELECTRONICVENDOR NAME AND NUMBERACCOUNTNUMBERINVOICEAMOUNTDESCRIPTIONINVOICEP.O.#PAYMENTAMOUNTPAYMENTNUMBERPAYMENTDATE011.9019.590110 $ 12,540.00 SoŌware SubscripƟon~ K19887930101 011.0015475ZONES, LLC005784 ‐ 011.9019.590110 $ 3,334.46 SoŌware Maintenance~ K20018270101 011.0015483011.9019.590110 $ 3,186.00 SoŌware Maintenance~ K20018270101 011.0015483011.9019.590110 $ 2,370.60 SoŌware Maintenance~ K20018270101 011.0015483011.9019.590110 $ 2,778.30 SoŌware Maintenance~ K20018270101 011.0015483011.9019.590110 $ 1,593.00 SoŌware Maintenance~ K20018270101 011.0015483011.9019.520010 $ 4,414.76 Projector~ K20212640101 011.0015485011.9019.520010 $ 452.51 Sales Tax 10.25 K20212640101$ 30,669.6312/16/2022 14054Printed: 1/9/2023 10:22:07AMPage 11 of 57 Item 7Page 13 of 59 CITY OF VERNONOPERATING ACCOUNTWARRANT REGISTER NO. 101JANUARY 17, 2023ELECTRONICVENDOR NAME AND NUMBERACCOUNTNUMBERINVOICEAMOUNTDESCRIPTIONINVOICEP.O.#PAYMENTAMOUNTPAYMENTNUMBERPAYMENTDATE055.9200.500150 $ ‐1,625.53 RecalculaƟon Charges 08/22 202212133157623441CALIFORNIA ISO002412 ‐ 055.9200.500180 $ ‐10.64 RecalculaƟon Charges 08/22 202212133157623441055.9200.500190 $ ‐770.89 RecalculaƟon Charges 08/22 202212133157623441055.9200.500170 $ 7,933.35 RecalculaƟon Charges 08/22 202212133157623441055.9200.500170 $ ‐854.14 RecalculaƟon Charges 10/17 202212133157623441055.9200.500170 $ ‐1,076.24 RecalculaƟon Charges 12/22 202212133157623441055.9200.500150 $ 131,529.71 RecalculaƟon Charges 12/22 202212133157623441055.9200.500190 $ 1,933.92 RecalculaƟon Charges 12/22 202212133157623441055.9200.500210 $ 1,945.96 RecalculaƟon Charges 12/22 202212133157623441055.9200.500170 $ ‐17,330.80 IniƟal Charges 11/22 202212133157623441055.9200.500180 $ ‐1,898.83 IniƟal Charges 11/22 202212133157623441055.9200.500150 $ 1,450,779.40 IniƟal Charges 11/22 202212133157623441055.9200.500190 $ 13,411.96 IniƟal Charges 11/22 202212133157623441055.9200.500210 $ 13,584.76 IniƟal Charges 11/22 202212133157623441055.9200.500240 $ 8,506.91 IniƟal Charges 11/22 202212133157623441055.9200.450340 $ 0.05 RecalculaƟon Charges 10/17 202212133157624025055.9200.450340 $ 774.20 RecalculaƟon Charges 08/22 202212133157624025$ 1,606,833.1512/16/2022 14055Printed: 1/9/2023 10:22:07AMPage 12 of 57 Item 7Page 14 of 59 CITY OF VERNONOPERATING ACCOUNTWARRANT REGISTER NO. 101JANUARY 17, 2023ELECTRONICVENDOR NAME AND NUMBERACCOUNTNUMBERINVOICEAMOUNTDESCRIPTIONINVOICEP.O.#PAYMENTAMOUNTPAYMENTNUMBERPAYMENTDATE055.9100.900000 $ 1,003,801.70 Electric Service Maintenance 11/22 220398PETRELLI ELECTRIC, INC003049 ‐ 057.1057.900000 $ 15,067.50 Electric Service Maintenance 11/22 220398057.1057.590000 $ 3,948.80 Electric Service Maintenance 11/22 220398055.8000.590000 $ 42,290.40 Electric Service Maintenance 11/22 220398055.8300.590000 $ 519,299.54 Electric Service Maintenance 11/22 220398055.9100.900000 $ 72,125.47 Bond Projects 220398055.9100.900000 $ 181,086.61 Data Center #1 Labor & Equipment 220398055.9100.900000 $ 5,923.20 Data Center #2 Labor & Equipment 220398$ 1,843,543.2212/16/2022 14056056.5600.590000 $ 300.00 Alarm Monitoring ~ 282546 056.0000683BOYD & ASSOCIATES007208 ‐ $ 300.0012/21/2022 14057020.1084.900000 $ 340,991.50 RehabilitaƟon of Reservoirs~ 113022CAPITAL INDUSTRIAL COATINGS007089 ‐ 020.200400 $ ‐17,049.57 5% RetenƟon 113022$ 323,941.9312/21/2022 14058Printed: 1/9/2023 10:22:07AMPage 13 of 57 Item 7Page 15 of 59 CITY OF VERNONOPERATING ACCOUNTWARRANT REGISTER NO. 101JANUARY 17, 2023ELECTRONICVENDOR NAME AND NUMBERACCOUNTNUMBERINVOICEAMOUNTDESCRIPTIONINVOICEP.O.#PAYMENTAMOUNTPAYMENTNUMBERPAYMENTDATE011.9019.520010 $ 820.25 Samsung BE70T‐H BET‐H Pro TV Series ‐ BJ90723 011.0015336CDW GOVERNMENT, INC000447 ‐ 011.9019.520010 $ 6.00 RECYCLING FEE BJ90723 011.0015336011.9019.520010 $ 84.08 Sales Tax 10.25 BJ90723011.9019.590110 $ 16,155.00 VMware Carbon Black Cloud Endpoint BT97372 011.0015377011.9019.590110 $ 3,768.00 VMware Carbon Black Cloud Managed BT97372 011.0015377011.9019.520010 $ 1,099.26 Canon imageFORMULA DR‐C225 II Office ‐ CC35998 011.0015394011.9019.520010 $ 112.67 Sales Tax 10.25 CC35998011.9019.520010 $ 893.24 Dell E2722H ‐ LED monitor ‐ Full HD CC36000 011.0015395011.9019.520010 $ 20.00 RECYCLING FEE 15" TO LESS THAN 35"~ CC36000011.0015395011.9019.520010 $ 91.56 Sales Tax 10.25 CC36000011.9019.520010 $ 439.41 Hard Drive~ CC89788 011.0015394011.9019.520010 $ 45.04 Sales Tax 10.25 CC89788011.9019.520010 $ 874.84 Cisco Rugged SFP (mini‐GBIC) CC97489 011.0015394011.9019.520010 $ 1,735.86 Cisco Rugged SFP ‐ SFP (mini‐GBIC) CC97489 011.0015394011.9019.520010 $ 267.60 Sales Tax 10.25 CC97489011.9019.520010 $ 3,315.12 Dell P3223DE ‐ LED monitor ‐ QHD ‐ 32" CD58436 011.0015395011.9019.520010 $ 30.00 RECYCLING FEE 15" TO LESS THAN 35"~ CD58436011.0015395011.9019.520010 $ 339.80 Sales Tax 10.25 CD58436011.9019.520010 $ 130.08 StarTech.com Cisco GLC‐LH‐SM Comp. SFP CF82023 011.0015394011.9019.520010 $ 13.33 Sales Tax 10.25 CF82023011.9019.520010 $ 118.77 StarTech.com Cisco SFP‐GE‐S CompaƟble CH67670 011.0015394011.9019.520010 $ 12.17 Sales Tax 10.25 CH67670011.9019.520010 $ 4,239.70 HID FARGO HDP5000 ‐ plasƟc card CJ41940 011.0015370011.9019.520010 $ 434.57 Sales Tax 10.25 CJ41940011.9019.520010 $ 542.00 QUEST OD MIGRATION STE T5 SAAS SUB DK21398011.0015465011.9019.520010 $ 4,998.88 QUEST OD MIGR CONSULTING P HR 7188801 DK21398 011.0015465011.9019.520010 $ 624.86 QUEST OD MIGR PPD PROJ MGT P HR 7188804DK21398 011.0015465011.9019.520010 $ 2,685.60 Dell P3223DE ‐ LED monitor ‐ QHD ‐ 32" DN10711 011.0015473011.9019.520010 $ 25.00 RECYCLING FEE 15" TO LESS THAN 35"~ DN10711011.0015473011.9019.520010 $ 275.27 Sales Tax 10.25 DN10711Printed: 1/9/2023 10:22:07AMPage 14 of 57 Item 7Page 16 of 59 CITY OF VERNONOPERATING ACCOUNTWARRANT REGISTER NO. 101JANUARY 17, 2023ELECTRONICVENDOR NAME AND NUMBERACCOUNTNUMBERINVOICEAMOUNTDESCRIPTIONINVOICEP.O.#PAYMENTAMOUNTPAYMENTNUMBERPAYMENTDATE011.9019.520010 $ 1,611.36 Dell P3223DE ‐ LED monitor ‐ QHD ‐ 32" DP63031 011.0015473CDW GOVERNMENT, INC000447 ‐ 011.9019.520010 $ 15.00 RECYCLING FEE 15" TO LESS THAN 35"~ DP63031011.0015473011.9019.520010 $ 165.16 Sales Tax 10.25 DP63031$ 45,989.4812/21/2022 14059011.1043.540000 $ 281.15 Uniform 4140519051CINTAS CORPORATION005490 ‐ $ 281.1512/21/2022 14060011.1003.550000 $ 460.00 PublicaƟon Services B3650353DAILY JOURNAL CORPORATION000947 ‐ 011.1003.550000 $ 80.00 PublicaƟon Services B3650758011.1003.550000 $ 75.00 PublicaƟon Services B3650759011.1003.550000 $ 75.00 PublicaƟon Services B3650760$ 690.0012/21/2022 14061055.8200.900000 $ 55,073.42 571K Engines (2) TransportaƟon 26648DC CONSULTING SERVICES, LLC005371 ‐ 055.8200.900000 $ 100,000.00 Engine InstallaƟon & tesƟng 26649$ 155,073.4212/21/2022 14062011.1049.520000 $ 415.00 Safety Supplies~ 107118 011.0015476EXTREME SAFETY, INC004730 ‐ 011.1049.520000 $ 415.00 Safety Supplies~ 107118 011.0015476011.1049.520000 $ 500.00 Safety Supplies~ 107118 011.0015476011.1049.520000 $ 712.80 Safety Supplies~ 107118 011.0015476011.1049.520000 $ 905.50 Safety Supplies~ 107118 011.0015476011.1049.520000 $ 872.00 Safety Supplies~ 107118 011.0015476011.1049.520000 $ 391.58 Sales Tax 10.25 107118011.1049.520000 $ 436.00 Safety Supplies~ 107223 011.0015476011.1049.520000 $ 44.69 Sales Tax 10.25 107223$ 4,692.5712/21/2022 14063Printed: 1/9/2023 10:22:07AMPage 15 of 57 Item 7Page 17 of 59 CITY OF VERNONOPERATING ACCOUNTWARRANT REGISTER NO. 101JANUARY 17, 2023ELECTRONICVENDOR NAME AND NUMBERACCOUNTNUMBERINVOICEAMOUNTDESCRIPTIONINVOICEP.O.#PAYMENTAMOUNTPAYMENTNUMBERPAYMENTDATE055.8400.590000 $ 8.49 Supplies~ 124015 055.0002975LB JOHNSON INDUSTRIAL HARDWARE000804 ‐ 055.8400.590000 $ 28.44 Supplies~ 124094 055.0002975055.8400.590000 $ 206.32 Supplies~ 124175 055.0002975055.8400.590000 $ 27.36 Supplies~ 124193 055.0002975055.8400.590000 $ 35.68 Supplies~ 1242000 055.0002975055.8400.590000 $ 30.63 Supplies~ 124238 055.0002975$ 336.9212/21/2022 14064055.8400.520000 $ 61.73 Hardware Supplies~ 84056674 055.0002976MCMASTER‐CARR SUPPLY COMPANY001150 ‐ 055.8400.520000 $ 11.60 Hardware Supplies~ 84511170 055.0002976055.8400.520000 $ 27.32 Hardware Supplies~ 86648304 055.0002976055.8400.520000 $ 75.86 Hardware Supplies~ 86707053 055.0002976055.8400.520000 $ 104.33 Hardware Supplies~ 87483218 055.0002976055.8400.520000 $ 253.88 Hardware Supplies~ 87483513 055.0002976$ 534.7212/21/2022 14065011.1004.520000 $ 5,000.00 Postage Replenishment 2347NDS006687 ‐ $ 5,000.0012/21/2022 14066020.1084.520000 $ 1,491.20 Parts & Materials~ S100203472001 011.0015318S & J SUPPLY COMPANY, INC006340 ‐ $ 1,491.2012/21/2022 14067055.9200.596700 $ 416.66 ResoluƟon Billing 1222SO CAL PUBLIC POWER AUTHORITY002517 ‐ 055.9200.596500 $ 64.04 ResoluƟon Billing 1222055.9200.596200 $ 16,550.17 ResoluƟon Billing 1222$ 17,030.8712/21/2022 14068Printed: 1/9/2023 10:22:07AMPage 16 of 57 Item 7Page 18 of 59 CITY OF VERNONOPERATING ACCOUNTWARRANT REGISTER NO. 101JANUARY 17, 2023ELECTRONICVENDOR NAME AND NUMBERACCOUNTNUMBERINVOICEAMOUNTDESCRIPTIONINVOICEP.O.#PAYMENTAMOUNTPAYMENTNUMBERPAYMENTDATE055.7100.520000 $ 2,730.48 Envelopes ‐ No. 10 Custom Window; 27516 055.0003022SILVA'S PRINTING NETWORK003775 ‐ 055.7100.520000 $ 279.87 Sales Tax 10.25 27516055.7100.520000 $ 2,704.49 UƟliƟes Statements~ 27527 055.0003030055.7100.520000 $ 277.21 Sales Tax 10.25 27527056.5600.520000 $ 89.00 Business Cards (VPU) ‐ Nathan Linnert 27531056.0000687056.5600.520000 $ 89.00 Business Cards (VPU) ‐ Rudy Perez~ 27531 056.0000687056.5600.520000 $ 20.00 Layout & Design ‐ Modify exisƟng 27531 056.0000687056.5600.520000 $ 20.30 Sales Tax 10.25 27531$ 6,210.3512/21/2022 14069011.9019.860000 $ 8,400.00 ERP System (Munis) Upgrade 45384455TYLER TECHNOLOGIES, INC001447 ‐ 011.9019.860000 $ 11,200.00 ERP System (Munis) Upgrade 45388559011.9019.860000 $ 5,600.00 ERP System (Munis) Upgrade 45391038011.9019.860000 $ 6,300.00 ERP System (Munis) Upgrade 45391929011.9019.860000 $ 4,686.78 ERP System (Munis) Upgrade 45400433011.9019.860000 $ 8,400.00 ERP System (Munis) Upgrade 45401758011.9019.860000 $ 13,622.32 ERP System (Munis) Upgrade 45401759011.9019.860000 $ 5,600.00 ERP System (Munis) Upgrade 45402586$ 63,809.1012/21/2022 14070Printed: 1/9/2023 10:22:07AMPage 17 of 57 Item 7Page 19 of 59 CITY OF VERNONOPERATING ACCOUNTWARRANT REGISTER NO. 101JANUARY 17, 2023ELECTRONICVENDOR NAME AND NUMBERACCOUNTNUMBERINVOICEAMOUNTDESCRIPTIONINVOICEP.O.#PAYMENTAMOUNTPAYMENTNUMBERPAYMENTDATE020.1084.500140 $ 1,379.23 Sodium Hypochlorite SoluƟon 5610921WATERLINE TECHNOLOGIES, INC007110 ‐ 020.1084.500140 $ 249.36 Sodium Hypochlorite SoluƟon 5611690020.1084.500140 $ 179.77 Sodium Hypochlorite SoluƟon 5611691020.1084.500140 $ 255.16 Sodium Hypochlorite SoluƟon 5611693020.1084.500140 $ 255.16 Sodium Hypochlorite SoluƟon 5611694020.1084.500140 $ 342.15 Sodium Hypochlorite SoluƟon 5611695020.1084.500140 $ 214.57 Sodium Hypochlorite SoluƟon 5611696020.1084.500140 $ 289.96 Sodium Hypochlorite SoluƟon 5612923020.1084.500140 $ 289.96 Sodium Hypochlorite SoluƟon 5612924020.1084.500140 $ 289.96 Sodium Hypochlorite SoluƟon 5612925020.1084.500140 $ 289.96 Sodium Hypochlorite SoluƟon 5612927020.1084.500140 $ 400.14 Sodium Hypochlorite SoluƟon 5612928020.1084.500140 $ 289.96 Sodium Hypochlorite SoluƟon 5612929020.1084.500140 $ 289.96 Sodium Hypochlorite SoluƟon 5612930$ 5,015.3012/21/2022 14071011.1026.502031 $ 91,366.65 Medical Insurance 12/22~ 223180018580BLUE SHIELD OF CALIFORNIA005172 ‐ $ 91,366.6512/21/2022 14090011.1026.502031 $ 1,370.11 Medical Insurance 12/22~ 223180018581BLUE SHIELD OF CALIFORNIA005172 ‐ $ 1,370.1112/21/2022 14091056.5600.520000 $ 1,507.35 Hardware Supplies ~ 121422_MULTIPLE 056.0000674HOME DEPOT CREDIT SERVICES001552 ‐ 055.8400.590000 $ 552.76 Hardware Supplies ~ 121422_MULTIPLE(2)055.0002974055.9190.590000 $ 431.52 Hardware Supplies~ 121422_MULTIPLE(3)055.0002968020.1084.520000 $ 299.42 Parts & Hardware~ 121422_MULTIPLE(4)011.0015314$ 2,791.0512/14/2022 14094Printed: 1/9/2023 10:22:07AMPage 18 of 57 Item 7Page 20 of 59 CITY OF VERNONOPERATING ACCOUNTWARRANT REGISTER NO. 101JANUARY 17, 2023ELECTRONICVENDOR NAME AND NUMBERACCOUNTNUMBERINVOICEAMOUNTDESCRIPTIONINVOICEP.O.#PAYMENTAMOUNTPAYMENTNUMBERPAYMENTDATE055.9100.520000 $ 195.13 Office Supplies 265778244001OFFICE DEPOT002190 ‐ 055.9200.520000 $ 108.70 Office Supplies 266240581001055.9200.520000 $ 70.25 Office Supplies 266266026001055.7100.520000 $ 494.86 Office Supplies 268869316001$ 868.9412/14/2022 14095055.9200.560010 $ 556.68 Period: 10/22 110122(2)SO CAL EDISON000059 ‐ $ 556.6812/13/2022 14096056.5600.560000 $ 23.95 Period: 09/12/22 ‐ 10/11/22 101322THE GAS COMPANY001581 ‐ 011.1033.560000 $ 15.16 Period: 10/10/22 ‐ 11/08/22 111022(2)056.5600.560000 $ 23.09 Period: 10/11/22 ‐ 11/12/22 111422$ 62.2012/14/2022 14097011.1043.520000 $ 2,580.22 Hardware Supplies ~ 122122_MULTIPLE 011.0015322HOME DEPOT CREDIT SERVICES001552 ‐ 011.1048.520000 $ 2,330.32 Hardware Supplies ~ 122122_MULTIPLE 011.0015322011.1049.520000 $ 4,347.49 Hardware Supplies ~ 122122_MULTIPLE 011.0015322$ 9,258.0312/21/2022 14098011.1041.520000 $ 39.07 Period: 11/22 933312472(2)UPS001617 ‐ 011.1041.520000 $ 36.00 Period: 11/22 933312482(2)$ 75.0712/21/2022 14099Printed: 1/9/2023 10:22:07AMPage 19 of 57 Item 7Page 21 of 59 CITY OF VERNONOPERATING ACCOUNTWARRANT REGISTER NO. 101JANUARY 17, 2023ELECTRONICVENDOR NAME AND NUMBERACCOUNTNUMBERINVOICEAMOUNTDESCRIPTIONINVOICEP.O.#PAYMENTAMOUNTPAYMENTNUMBERPAYMENTDATE011.9019.560010 $ 224.33 Period: 04/08/22 ‐ 05/07/22 050722_MULTIPLE(2)VERIZON WIRELESS001481 ‐ 011.9019.560010 $ 166.18 Period: 04/08/22 ‐ 05/07/22 050722_MULTIPLE(2)011.9019.560010 $ 953.71 Period: 04/08/22 ‐ 05/07/22 050722_MULTIPLE(2)011.9019.560010 $ 2,491.68 Period: 04/08/22 ‐ 05/07/22 050722_MULTIPLE(2)011.9019.560010 $ 51.22 Period: 04/08/22 ‐ 05/07/22 050722_MULTIPLE(2)011.9019.560010 $ 1,014.88 Period: 04/08/22 ‐ 05/07/22 050722_MULTIPLE(2)011.9019.560010 $ 638.58 Period: 04/08/22 ‐ 05/07/22 050722_MULTIPLE(2)011.9019.560010 $ 1,158.97 Period: 04/08/22 ‐ 05/07/22 050722_MULTIPLE(2)011.9019.560010 $ 808.49 Period: 05/08/22 ‐ 06/07/22 060722_MULTIPLE(2)011.9019.560010 $ 166.61 Period: 05/08/22 ‐ 06/07/22 060722_MULTIPLE(2)011.9019.560010 $ 2,502.95 Period: 05/08/22 ‐ 06/07/22 060722_MULTIPLE(2)011.9019.560010 $ 957.94 Period: 05/08/22 ‐ 06/07/22 060722_MULTIPLE(2)011.9019.560010 $ 969.36 Period: 05/08/22 ‐ 06/07/22 060722_MULTIPLE(2)011.9019.560010 $ 7,545.92 Period: 05/08/22 ‐ 06/07/22 060722_MULTIPLE(2)011.9019.560010 $ 51.22 Period: 05/08/22 ‐ 06/07/22 060722_MULTIPLE(2)011.9019.560010 $ 2,286.80 Period: 05/08/22 ‐ 06/07/22 060722_MULTIPLE(2)011.9019.560010 $ 204.12 PERIOD: 06/08/22 ‐ 07/07/22 070722_MULTIPLE(2)011.9019.560010 $ 167.85 PERIOD: 06/08/22 ‐ 07/07/22 070722_MULTIPLE(2)011.9019.560010 $ 2,448.70 PERIOD: 06/08/22 ‐ 07/07/22 070722_MULTIPLE(2)Printed: 1/9/2023 10:22:07AMPage 20 of 57 Item 7Page 22 of 59 CITY OF VERNONOPERATING ACCOUNTWARRANT REGISTER NO. 101JANUARY 17, 2023ELECTRONICVENDOR NAME AND NUMBERACCOUNTNUMBERINVOICEAMOUNTDESCRIPTIONINVOICEP.O.#PAYMENTAMOUNTPAYMENTNUMBERPAYMENTDATE011.9019.560010 $ 51.32 PERIOD: 06/08/22 ‐ 07/07/22 070722_MULTIPLE(2)VERIZON WIRELESS001481 ‐ 011.9019.560010 $ 1,096.35 PERIOD: 06/08/22 ‐ 07/07/22 070722_MULTIPLE(2)011.9019.560010 $ 683.59 PERIOD: 06/08/22 ‐ 07/07/22 070722_MULTIPLE(2)011.9019.560010 $ 1,358.84 PERIOD: 06/08/22 ‐ 07/07/22 070722_MULTIPLE(2)011.9019.560010 $ 952.10 PERIOD: 06/08/22 ‐ 07/07/22 070722_MULTIPLE(2)055.8000.560010 $ 1,744.09 PERIOD: 07/08/22 ‐ 08/07/22 080722_MULTIPLE055.8200.560010 $ 1,091.66 PERIOD: 07/08/22 ‐ 08/07/22 080722_MULTIPLE056.5600.560010 $ 504.11 PERIOD: 07/08/22 ‐ 08/07/22 080722_MULTIPLE055.9000.560010 $ 1,698.80 PERIOD: 07/08/22 ‐ 08/07/22 080722_MULTIPLE011.9019.560010 $ 206.00 PERIOD: 07/08/22 ‐ 08/07/22 080722_MULTIPLE(2)011.9019.560010 $ 166.22 PERIOD: 07/08/22 ‐ 08/07/22 080722_MULTIPLE(2)011.9019.560010 $ 2,441.78 PERIOD: 07/08/22 ‐ 08/07/22 080722_MULTIPLE(2)011.9019.560010 $ 51.32 PERIOD: 07/08/22 ‐ 08/07/22 080722_MULTIPLE(2)011.9019.560010 $ 1,164.74 PERIOD: 07/08/22 ‐ 08/07/22 080722_MULTIPLE(2)011.9019.560010 $ 684.75 PERIOD: 07/08/22 ‐ 08/07/22 080722_MULTIPLE(2)011.9019.560010 $ 1,363.77 PERIOD: 07/08/22 ‐ 08/07/22 080722_MULTIPLE(2)011.9019.560010 $ 959.32 PERIOD: 07/08/22 ‐ 08/07/22 080722_MULTIPLE(2)055.8000.560010 $ 1,707.11 PERIOD: 08/08/22 ‐ 09/07/22 090722_MULTIPLE055.8200.560010 $ 1,090.16 PERIOD: 08/08/22 ‐ 09/07/22 090722_MULTIPLE056.5600.560010 $ 488.71 PERIOD: 08/08/22 ‐ 09/07/22 090722_MULTIPLE055.9000.560010 $ 1,756.90 PERIOD: 08/08/22 ‐ 09/07/22 090722_MULTIPLE011.9019.560010 $ 207.77 PERIOD: 08/08/22 ‐ 09/07/22 090722_MULTIPLE(2)Printed: 1/9/2023 10:22:07AMPage 21 of 57 Item 7Page 23 of 59 CITY OF VERNONOPERATING ACCOUNTWARRANT REGISTER NO. 101JANUARY 17, 2023ELECTRONICVENDOR NAME AND NUMBERACCOUNTNUMBERINVOICEAMOUNTDESCRIPTIONINVOICEP.O.#PAYMENTAMOUNTPAYMENTNUMBERPAYMENTDATE011.9019.560010 $ 194.71 PERIOD: 08/08/22 ‐ 09/07/22 090722_MULTIPLE(2)VERIZON WIRELESS001481 ‐ 011.9019.560010 $ 2,292.62 PERIOD: 08/08/22 ‐ 09/07/22 090722_MULTIPLE(2)011.9019.560010 $ 51.25 PERIOD: 08/08/22 ‐ 09/07/22 090722_MULTIPLE(2)011.9019.560010 $ 1,190.09 PERIOD: 08/08/22 ‐ 09/07/22 090722_MULTIPLE(2)011.9019.560010 $ 723.87 PERIOD: 08/08/22 ‐ 09/07/22 090722_MULTIPLE(2)011.9019.560010 $ 1,367.35 PERIOD: 08/08/22 ‐ 09/07/22 090722_MULTIPLE(2)011.9019.560010 $ 968.98 PERIOD: 08/08/22 ‐ 09/07/22 090722_MULTIPLE(2)055.8000.560010 $ 1,706.67 Period: 09/08/22 ‐ 10/07/22 100722_MULTIPLE055.8200.560010 $ 1,087.27 Period: 09/08/22 ‐ 10/07/22 100722_MULTIPLE056.5600.560010 $ 495.96 Period: 09/08/22 ‐ 10/07/22 100722_MULTIPLE055.9000.560010 $ 1,817.45 Period: 09/08/22 ‐ 10/07/22 100722_MULTIPLE011.9019.560010 $ 166.72 PERIOD: 09/08/22 ‐ 10/07/22 100722_MULTIPLE(2)011.9019.560010 $ 3,247.89 PERIOD: 09/08/22 ‐ 10/07/22 100722_MULTIPLE(2)011.9019.560010 $ 51.20 PERIOD: 09/08/22 ‐ 10/07/22 100722_MULTIPLE(2)011.9019.560010 $ 1,165.25 PERIOD: 09/08/22 ‐ 10/07/22 100722_MULTIPLE(2)011.9019.560010 $ 1,271.91 PERIOD: 09/08/22 ‐ 10/07/22 100722_MULTIPLE(2)011.9019.560010 $ 1,373.07 PERIOD: 09/08/22 ‐ 10/07/22 100722_MULTIPLE(2)011.9019.560010 $ 2,892.21 PERIOD: 09/08/22 ‐ 10/07/22 100722_MULTIPLE(2)011.9019.560010 $ 212.57 PERIOD: 09/08/22 ‐ 10/07/22 100722_MULTIPLE(2)$ 68,555.9612/21/2022 14100Printed: 1/9/2023 10:22:07AMPage 22 of 57 Item 7Page 24 of 59 CITY OF VERNONOPERATING ACCOUNTWARRANT REGISTER NO. 101JANUARY 17, 2023ELECTRONICVENDOR NAME AND NUMBERACCOUNTNUMBERINVOICEAMOUNTDESCRIPTIONINVOICEP.O.#PAYMENTAMOUNTPAYMENTNUMBERPAYMENTDATE011.1024.502020 $ 7,270.56 Monthly Expense of UAL~ 100000017010939CALPERS000714 ‐ 011.1026.502020 $ 12,183.09 Monthly Expense of UAL~ 100000017010939011.1031.502020 $ 21,536.56 Monthly Expense of UAL~ 100000017010939011.1040.502020 $ 14,894.81 Monthly Expense of UAL~ 100000017010939011.1041.502020 $ 12,615.40 Monthly Expense of UAL~ 100000017010939011.1043.502020 $ 27,353.01 Monthly Expense of UAL~ 100000017010939011.1046.502020 $ 6,720.35 Monthly Expense of UAL~ 100000017010939011.1047.502020 $ 4,794.64 Monthly Expense of UAL~ 100000017010939011.1048.502020 $ 3,615.63 Monthly Expense of UAL~ 100000017010939011.1049.502020 $ 5,187.64 Monthly Expense of UAL~ 100000017010939057.1057.502020 $ 196.50 Monthly Expense of UAL~ 100000017010939011.1060.502020 $ 15,209.22 Monthly Expense of UAL~ 100000017010939020.1084.502020 $ 25,623.80 Monthly Expense of UAL~ 100000017010939056.5600.502020 $ 12,418.89 Monthly Expense of UAL~ 100000017010939055.7100.502020 $ 11,711.49 Monthly Expense of UAL~ 100000017010939055.7200.502020 $ 3,890.73 Monthly Expense of UAL~ 100000017010939055.8000.502020 $ 6,209.45 Monthly Expense of UAL~ 100000017010939055.8100.502020 $ 26,252.60 Monthly Expense of UAL~ 100000017010939055.8400.502020 $ 1,179.01 Monthly Expense of UAL~ 100000017010939055.9000.502020 $ 23,619.48 Monthly Expense of UAL~ 100000017010939011.9019.502020 $ 12,379.59 Monthly Expense of UAL~ 100000017010939055.9100.502020 $ 19,060.65 Monthly Expense of UAL~ 100000017010939055.9190.502020 $ 53,016.10 Monthly Expense of UAL~ 100000017010939055.9200.502020 $ 16,034.52 Monthly Expense of UAL~ 100000017010939011.1001.502020 $ 1,650.61 Monthly Expense of UAL~ 100000017010939011.1002.502020 $ 16,191.72 Monthly Expense of UAL~ 100000017010939011.1003.502020 $ 7,309.86 Monthly Expense of UAL~ 100000017010939011.1004.502020 $ 24,877.09 Monthly Expense of UAL~ 100000017010939011.1031.502020 $ 253,489.00 Monthly Expense of UAL~ 100000017010945011.1033.502020 $ 1,053.25 Monthly Expense of UAL~ 100000017010952011.1031.502020 $ 412.42 Monthly Expense of UAL~ 100000017010962Printed: 1/9/2023 10:22:07AMPage 23 of 57 Item 7Page 25 of 59 CITY OF VERNONOPERATING ACCOUNTWARRANT REGISTER NO. 101JANUARY 17, 2023ELECTRONICVENDOR NAME AND NUMBERACCOUNTNUMBERINVOICEAMOUNTDESCRIPTIONINVOICEP.O.#PAYMENTAMOUNTPAYMENTNUMBERPAYMENTDATE011.1033.502020 $ 404,275.75 Monthly Expense of UAL~ 100000017010967CALPERS000714 ‐ 011.1024.502020 $ 208.42 Monthly Expense of UAL~ 100000017010976$ 1,052,441.8412/21/2022 14101055.9200.500160 $ 89,147.50 Natural Gas 11/22 2905350EDF TRADING NORTH AMERICA, LLC004116 ‐ $ 89,147.5012/22/2022 14102055.9200.500160 $ 1,362,150.97 Natural Gas 11/22 3843247MERCURIA ENERGY AMERICA, LLC006262 ‐ $ 1,362,150.9712/22/2022 14103055.9200.500160 $ 7,600.00 Natural Gas 11/22 1452MIECO, LLC006318 ‐ $ 7,600.0012/22/2022 14104055.9200.500160 $ 46,725.00 Natural Gas 11/22 237172PACIFIC SUMMIT ENERGY, LLC005908 ‐ $ 46,725.0012/22/2022 14105055.9200.500180 $ 230,031.00 Minimum Cost 11/22 PV1222SO CAL PUBLIC POWER AUTHORITY002517 ‐ 055.9200.500150 $ 38,993.00 Minimum Cost 11/22 PV1222055.122100 $ 10,000.00 Minimum Cost 11/22 PV1222$ 279,024.0012/22/2022 14106055.9200.550022 $ 165,091.48 ReservaƟon & Transmission Charges~ 120822THE GAS COMPANY001581 ‐ $ 165,091.4812/22/2022 14107011.1043.520000 $ 6,255.36 Hardware Supplies ~ 120522_MULTIPLE 011.0015322HOME DEPOT CREDIT SERVICES001552 ‐ 011.1048.520000 $ 1,142.96 Hardware Supplies ~ 120522_MULTIPLE 011.0015322011.1049.520000 $ 5,812.13 Hardware Supplies ~ 120522_MULTIPLE 011.0015322$ 13,210.4512/05/2022 14108Printed: 1/9/2023 10:22:07AMPage 24 of 57 Item 7Page 26 of 59 CITY OF VERNONOPERATING ACCOUNTWARRANT REGISTER NO. 101JANUARY 17, 2023ELECTRONICVENDOR NAME AND NUMBERACCOUNTNUMBERINVOICEAMOUNTDESCRIPTIONINVOICEP.O.#PAYMENTAMOUNTPAYMENTNUMBERPAYMENTDATE011.1002.520000 $ 143.78 Office Supplies 264579082001OFFICE DEPOT002190 ‐ 011.1031.520000 $ 17.29 Office Supplies 271828011001011.1031.520000 $ 134.85 Office Supplies 271828269001$ 295.9212/05/2022 14109011.1003.596200 $ 375.00 Storage Services 595256WILLIAMS DATA MANAGEMENT003584 ‐ 011.1003.596200 $ 1,407.80 Storage Services 5952752011.1003.596200 $ 375.00 Storage Services 598170011.1003.596200 $ 1,374.32 Storage Services 598666$ 3,532.1212/22/2022 14110055.9200.500160 $ 139,662.50 Natural Gas 11/22 5010588CRC MARKETING, INC007099 ‐ $ 139,662.5012/22/2022 14111055.9200.500170 $ ‐2,145.95 RecalculaƟon Charges 09/22 202212203157694029CALIFORNIA ISO002412 ‐ 055.9200.500190 $ ‐9,759.15 RecalculaƟon Charges 09/22 202212203157694029055.9200.500150 $ 1,125.94 RecalculaƟon Charges 09/22 202212203157694029055.9200.500170 $ ‐6,421.08 RecalculaƟon Charges 12/22 202212203157694029055.9200.500150 $ 710,960.62 RecalculaƟon Charges 12/22 202212203157694029055.9200.500190 $ 15,028.36 RecalculaƟon Charges 12/22 202212203157694029055.9200.500210 $ 13,114.35 RecalculaƟon Charges 12/22 202212203157694029$ 721,903.0912/23/2022 14112011.210210 $ 150.36 Medicare Tax: 3rd Party Sick Pay 121322THE DEPARTMENT OF THE TREASURY004075 ‐ $ 150.3612/13/2022 14113011.1048.530015 $ 277.71 Possessory Interest Tax~ 090822LA COUNTY TAX COLLECTOR000762 ‐ $ 277.7112/05/2022 14114Printed: 1/9/2023 10:22:07AMPage 25 of 57 Item 7Page 27 of 59 CITY OF VERNONOPERATING ACCOUNTWARRANT REGISTER NO. 101JANUARY 17, 2023ELECTRONICVENDOR NAME AND NUMBERACCOUNTNUMBERINVOICEAMOUNTDESCRIPTIONINVOICEP.O.#PAYMENTAMOUNTPAYMENTNUMBERPAYMENTDATE011.1048.530015 $ 674.38 Possessory Interest Tax~ 090822(2)LA COUNTY TAX COLLECTOR000762 ‐ 011.1048.530015 $ 63.82 Possessory Interest Tax~ 090822(3)011.1048.530015 $ 840.15 Possessory Interest Tax~ 101822011.1048.530015 $ 594.40 Possessory Interest Tax~ 101822(2)011.1048.530015 $ 741.65 Possessory Interest Tax~ 101822(3)011.1048.530015 $ 626.04 Possessory Interest Tax~ 101822(4)011.1048.530015 $ 519.71 Possessory Interest Tax~ 101922011.1048.530015 $ 680.90 Possessory Interest Tax~ 101922(2)011.1048.530015 $ 502.79 Possessory Interest Tax~ 101922(3)011.1048.530015 $ 589.07 Possessory Interest Tax~ 102022011.1048.530015 $ 561.66 Possessory Interest Tax~ 102022(2)011.1048.530015 $ 561.25 Possessory Interest Tax~ 102022(3)011.1048.530015 $ 661.22 Possessory Interest Tax~ 102022(4)011.1048.530015 $ 669.17 Possessory Interest Tax~ 102022(5)011.1048.530015 $ 628.99 Possessory Interest Tax~ 102422011.1048.530015 $ 635.39 Possessory Interest Tax~ 102422(2)011.1048.530015 $ 658.77 Possessory Interest Tax~ 102422(3)011.1048.530015 $ 487.01 Possessory Interest Tax~ 102422(4)011.1048.530015 $ 507.23 Possessory Interest Tax~ 102422(5)011.1048.530015 $ 403.14 Possessory Interest Tax~ 102422(6)011.1048.530015 $ 505.28 Possessory Interest Tax~ 102422(7)011.1048.530015 $ 625.57 Possessory Interest Tax~ 102422(8)011.1048.530015 $ 668.29 Possessory Interest Tax~ 112222$ 13,405.8812/06/2022 14115055.9000.900000 $ 39,857.39 2022‐2023 Sec. Prop Tax Bill 120522KERN COUNTY TAX COLLECTOR003561 ‐ $ 39,857.3912/05/2022 14116Printed: 1/9/2023 10:22:07AMPage 26 of 57 Item 7Page 28 of 59 CITY OF VERNONOPERATING ACCOUNTWARRANT REGISTER NO. 101JANUARY 17, 2023ELECTRONICVENDOR NAME AND NUMBERACCOUNTNUMBERINVOICEAMOUNTDESCRIPTIONINVOICEP.O.#PAYMENTAMOUNTPAYMENTNUMBERPAYMENTDATE055.9000.596550 $ 86.99 Cable Service 072222US BANK CORPORATE005594 ‐ 055.9000.596700 $ 883.05 Meals / SCCPA LegislaƟve Tour 072222011.1023.550000 $ 189.49 AdverƟsing 072222(10)011.1023.596600 $ 92.79 SubscripƟon Dues 072222(10)020.1084.900000 $ 841.33 SCADA ‐ Electrical Upgrades 072222(11)011.1049.520000 $ 753.15 Supplies 072222(12)011.1043.520000 $ 492.75 Supplies 072222(13)011.1047.520000 $ 100.85 Supplies 072222(14)011.9019.520000 $ 8,018.16 Supplies 072222(15)011.1024.596700 $ 80.00 Training 072222(16)011.1060.596500 $ 641.71 CAEHA Annual Conference 072222(17)011.1060.596700 $ 835.00 CAEHA Annual Conference 072222(17)011.1060.596700 $ 91.78 Meals / Staff Training 072222(17)011.1046.520000 $ 1,936.65 Supplies 072222(18)011.1004.596600 $ 35.98 Monthly Newspaper SubscripƟon 072222(19)011.1004.596600 $ 580.00 Training 072222(19)011.1031.520000 $ 108.00 Supplies 072222(2)011.1046.520000 $ 647.53 Supplies 072222(20)011.1048.520000 $ 374.01 Supplies 072222(21)011.1049.520000 $ 916.51 Supplies 072222(21)011.1031.520000 $ 3,322.53 Supplies 072222(22)011.1049.520000 $ 1,367.43 Supplies 072222(23)055.9000.520000 $ 4,070.36 Supplies 072222(24)011.1003.596700 $ 525.00 RegistraƟon / CalCiƟes 072222(25)011.1003.520000 $ 200.00 Shipping Fees 072222(25)011.1003.520000 $ 257.37 Supplies 072222(25)011.1026.596900 $ 88.27 Employee AppreciaƟon Event 072222(26)011.1026.596905 $ 45.00 GiŌ Cards / Interview Panel 072222(26)011.1026.596905 $ 28.14 Meals / Interview Panel 072222(26)011.1026.596900 $ 131.17 NFL Kickoff Event 072222(26)011.1026.550000 $ 150.00 Recruitment Ad 072222(26)Printed: 1/9/2023 10:22:07AMPage 27 of 57 Item 7Page 29 of 59 CITY OF VERNONOPERATING ACCOUNTWARRANT REGISTER NO. 101JANUARY 17, 2023ELECTRONICVENDOR NAME AND NUMBERACCOUNTNUMBERINVOICEAMOUNTDESCRIPTIONINVOICEP.O.#PAYMENTAMOUNTPAYMENTNUMBERPAYMENTDATE011.1026.520000 $ 203.82 Supplies 072222(26)US BANK CORPORATE005594 ‐ 055.9190.596500 $ 42.00 Parking Fees 072222(27)011.1026.596900 $ 308.69 Employee AppreciaƟon Event 072222(28)011.1031.520000 $ 59.84 Supplies 072222(29)011.1002.596500 $ 50.00 CA Contract CiƟes MeeƟng 072222(3)011.1002.550000 $ 164.12 Meals / MeeƟng 072222(3)011.1002.550000 $ 452.96 Meals / MeeƟng 072222(3)011.1002.596500 $ 90.00 Membership Dues / L. Hernandez 072222(3)011.1002.550000 $ 232.14 Uniforms 072222(3)020.1084.540000 $ 657.00 Uniforms 072222(3)055.8100.540000 $ 219.00 Uniforms 072222(3)011.1070.550000 $ 1,274.91 Community Outreach ‐ Backpack Giveaway 072222(3)011.1070.550000 $ 1,240.20 Community Outreach ‐ NaƟonal Night Out 072222(3)011.1070.550000 $ 455.40 Community Outreach ‐ Vernon Grads 072222(3)011.1070.550000 $ 19.15 Courier Services 072222(3)011.1070.550000 $ 673.72 Economic Development Event 072222(3)011.1001.520000 $ 950.00 ICA CiƟes Conference 072222(3)011.1002.596500 $ 1,800.00 ICSC Conference 072222(3)011.1002.596500 $ 600.00 League of CiƟes Conference 072222(3)020.1084.520000 $ 697.78 Supplies 072222(30)011.1046.520000 $ 3,957.32 Supplies 072222(31)011.1043.520000 $ 735.48 Supplies 072222(32)011.1049.520000 $ 1,273.60 Supplies 072222(32)011.1004.596600 $ 40.00 SubscripƟon Dues 072222(33)011.1031.520000 $ 71.71 Supplies 072222(34)055.9100.596700 $ 55.00 Training 072222(35)055.8000.900000 $ 500.00 City Vehicle Deposit 072222(36)055.9000.550000 $ 235.84 Meals / Key Accounts Event 072222(36)055.9000.520000 $ 19.90 Meals / MeeƟng 072222(36)055.9000.596700 $ 41.75 Meals / MeeƟng 072222(36)055.9000.596700 $ 3,318.00 SCPPA Tour Rentals 072222(36)Printed: 1/9/2023 10:22:07AMPage 28 of 57 Item 7Page 30 of 59 CITY OF VERNONOPERATING ACCOUNTWARRANT REGISTER NO. 101JANUARY 17, 2023ELECTRONICVENDOR NAME AND NUMBERACCOUNTNUMBERINVOICEAMOUNTDESCRIPTIONINVOICEP.O.#PAYMENTAMOUNTPAYMENTNUMBERPAYMENTDATE055.9000.596700 $ 83.69 SCPPA Tour Supplies 072222(36)US BANK CORPORATE005594 ‐ 055.9000.520000 $ 58.79 Supplies 072222(36)055.9000.596500 $ 315.92 Travel / 2022 SCPPA LegislaƟve 072222(36)011.1026.520000 $ 221.68 Supplies 072222(37)011.1060.596550 $ 425.00 Membership Dues 072222(38)011.1060.520000 $ 851.74 Supplies 072222(38)011.1046.590000 $ 130.00 Repairs & Maintenance 072222(39)011.1046.520000 $ 913.53 Supplies 072222(39)011.1043.520000 $ 240.96 Meals / RXR Clean‐Up 072222(4)011.1043.520000 $ 363.78 Supplies 072222(4)020.1084.596700 $ 229.00 Training 072222(40)020.1084.596700 $ 229.00 Training / B. Linnert 072222(40)020.1084.596700 $ 229.00 Training / J. Gonzales 072222(40)020.1084.596600 $ 174.55 Training Material 072222(40)011.1002.596500 $ 619.96 Travel / Sacramento MeeƟng 072222(5)055.8400.590000 $ 2,314.15 Repairs & Maintenance 072222(6)055.9190.590000 $ 579.77 Repairs & Maintenance 072222(6)011.1040.520000 $ 210.00 Supplies 072222(7)056.5600.520000 $ 1,334.94 Supplies 072222(8)011.1040.520000 $ 14.99 Supplies 072222(9)$ 57,870.7808/24/2022 14117Printed: 1/9/2023 10:22:07AMPage 29 of 57 Item 7Page 31 of 59 CITY OF VERNONOPERATING ACCOUNTWARRANT REGISTER NO. 101JANUARY 17, 2023ELECTRONICVENDOR NAME AND NUMBERACCOUNTNUMBERINVOICEAMOUNTDESCRIPTIONINVOICEP.O.#PAYMENTAMOUNTPAYMENTNUMBERPAYMENTDATE055.9000.596550 $ 86.99 Cable SubscripƟon 082222US BANK CORPORATE005594 ‐ 055.7100.520000 $ 149.98 Supplies 082222011.1023.596600 $ 94.00 SubscripƟon Dues 082222(10)011.1002.520000 $ 1,077.60 Supplies 082222(10)011.1048.520000 $ 139.06 Supplies 082222(11)011.1049.520000 $ 3,487.75 Supplies 082222(11)011.1043.520000 $ 1,776.26 Supplies 082222(12)011.1049.520000 $ 3,942.00 City Hall Plants 082222(13)011.9019.590110 $ 648.03 Adobe SubscripƟon 082222(14)011.9019.590110 $ 497.00 Helpdesk SoŌware Renewal 082222(14)011.9019.520010 $ 828.40 IT Equipment 082222(14)011.9019.590110 $ 76.49 IT Helpdesk Support SoŌware 082222(14)011.9019.520010 $ 107.64 IT Supplies 082222(14)011.9019.590110 $ 167.86 IT Supplies 082222(14)011.9019.520010 $ 77.10 IT Supplies 082222(14)011.9019.590110 $ 91.79 IT Supplies 082222(14)011.9019.520010 $ 110.24 Printer Ribbon for PD 082222(14)011.9019.520010 $ 60.63 Printer Ribbon for PD 082222(14)011.9019.590110 $ 47.90 Publishing SoŌware 082222(14)011.9019.590110 $ 9.99 Arlo SubscripƟon 082222(14)011.9019.590110 $ 634.71 Remote Support SoŌware 082222(14)011.9019.590110 $ 413.87 Zoom 082222(14)011.9019.590110 $ 148.98 Zoom for Public MeeƟngs 082222(14)011.9019.590110 $ 19.00 Audio SoŌware 082222(14)011.9019.520010 $ 475.39 Audio System for Conference Room 082222(14)011.9019.590110 $ 0.99 Bria App 082222(14)011.9019.520010 $ 9.85 Council Chamber Audio Parts 082222(14)011.9019.520010 $ 98.88 Digital TV Antenna 082222(14)011.9019.590110 $ 75.00 DNS Renewal 082222(14)011.9019.590110 $ 1,526.67 Google Suite 082222(14)011.1060.596500 $ 189.60 CEHA Conference 082222(15)Printed: 1/9/2023 10:22:07AMPage 30 of 57 Item 7Page 32 of 59 CITY OF VERNONOPERATING ACCOUNTWARRANT REGISTER NO. 101JANUARY 17, 2023ELECTRONICVENDOR NAME AND NUMBERACCOUNTNUMBERINVOICEAMOUNTDESCRIPTIONINVOICEP.O.#PAYMENTAMOUNTPAYMENTNUMBERPAYMENTDATE011.1060.596500 $ 15.91 Travel /Electric Charging 082222(15)US BANK CORPORATE005594 ‐ 011.1049.590000 $ 4,000.00 Supplies 082222(16)011.1004.520000 $ 5.49 Filing Fees 082222(17)011.1004.596600 $ 35.98 Monthly Newspaper SubscripƟon 082222(17)011.1046.520000 $ 47.28 Supplies 082222(18)011.1048.520000 $ 200.24 Supplies 082222(19)011.1049.520000 $ 1,994.67 Supplies 082222(19)011.1031.596500 $ ‐30.00 Baggage Fees 082222(2)011.1031.596700 $ 40.00 IACP Luncheon 082222(2)011.1031.520000 $ 644.96 Supplies 082222(2)011.1070.550000 $ 42.04 Community Outreach ‐ NaƟonal Night Out 082222(20)011.1031.596500 $ 1,502.28 Lodging / C. Maciel 082222(20)011.1031.520000 $ 444.94 Supplies 082222(20)011.1031.596700 $ 149.00 Training / B. Arellano 082222(20)011.1031.596700 $ 475.00 Training / G. Herrera 082222(20)011.1031.596700 $ 150.00 Training / M. Hernandez 082222(20)011.1031.540000 $ 60.11 Uniforms 082222(20)011.1049.520000 $ 2,503.62 Supplies 082222(21)055.8200.500230 $ 195.00 Annual Filing eVQ 082222(22)055.8200.500230 $ 230.18 Elevator Conveyance 082222(22)055.9000.596700 $ 120.00 Employee Development & Training 082222(22)055.9000.520000 $ 149.87 Supplies 082222(22)055.8100.540000 $ 1,040.24 Uniforms 082222(22)011.1003.520000 $ 250.05 Supplies 082222(23)011.1026.550000 $ 889.00 Job PosƟng 082222(24)011.1026.596905 $ 97.16 Meals / Interview Panel 082222(24)011.1026.520000 $ 45.19 Supplies 082222(24)011.1026.596905 $ 238.60 Supplies 082222(24)055.9190.596700 $ 720.00 CTOTF Conference 082222(25)055.9190.520000 $ 358.85 Supplies 082222(25)055.9190.590000 $ 1,665.02 Supplies 082222(26)Printed: 1/9/2023 10:22:07AMPage 31 of 57 Item 7Page 33 of 59 CITY OF VERNONOPERATING ACCOUNTWARRANT REGISTER NO. 101JANUARY 17, 2023ELECTRONICVENDOR NAME AND NUMBERACCOUNTNUMBERINVOICEAMOUNTDESCRIPTIONINVOICEP.O.#PAYMENTAMOUNTPAYMENTNUMBERPAYMENTDATE055.9190.590000 $ 430.78 Supplies 082222(27)US BANK CORPORATE005594 ‐ 011.1031.520000 $ 58.00 Towels 082222(28)011.1031.596500 $ 17.42 Travel / N. Perez 082222(28)011.1046.520000 $ 1,491.44 Supplies 082222(29)011.1070.550000 $ 69.34 Community Outreach ‐ GraduaƟon 082222(3)011.1002.550000 $ 683.27 Meals / MeeƟng 082222(3)011.1070.550000 $ 49.06 Meals / MeeƟng 082222(3)011.1001.520000 $ 100.16 Supplies 082222(3)011.1002.520000 $ 55.50 Supplies 082222(3)055.9190.520000 $ 922.25 Supplies 082222(3)011.1070.550000 $ 821.42 Community Outreach ‐ NaƟonal Night Out 082222(3)011.1002.550000 $ 2,675.81 Community Outreach Event Supplies 082222(3)011.1002.596500 $ 2,450.00 Conference RegistraƟon / A. Kimmey 082222(3)011.1001.596500 $ 650.00 Conference RegistraƟon / C. Larios 082222(3)011.1001.596500 $ 650.00 Conference RegistraƟon / J. Merlo 082222(3)011.1001.596500 $ 650.00 Conference RegistraƟon / M. Ybarra 082222(3)011.1001.596500 $ 1,204.72 ICA Seminar / L. Lopez 082222(3)011.1002.596700 $ 100.00 League of CA CiƟes Webinar 082222(3)011.1031.596700 $ 40.00 IACP Luncheon 082222(30)011.1047.520000 $ 1,612.86 Supplies 082222(31)011.1048.520000 $ 675.69 Supplies 082222(31)011.1049.520000 $ 36.86 Supplies 082222(31)011.1004.596700 $ 50.00 RegistraƟon / League of CA CiƟes 082222(32)011.1004.596600 $ 49.00 SubscripƟon Dues 082222(32)011.5031.560000 $ 71.71 Cable Service 082222(33)011.1031.520000 $ 1,283.64 Supplies 082222(33)055.8000.596700 $ 215.44 EUSERC MeeƟng 082222(34)055.8400.590000 $ 3,229.16 Maintenance & Repairs 082222(34)020.1084.900000 $ 1,783.70 SCADA ‐ Electrical Upgrades 082222(34)055.9000.520000 $ 237.47 Supplies 082222(34)011.1026.596200 $ 218.26 Funeral Flowers 082222(35)Printed: 1/9/2023 10:22:07AMPage 32 of 57 Item 7Page 34 of 59 CITY OF VERNONOPERATING ACCOUNTWARRANT REGISTER NO. 101JANUARY 17, 2023ELECTRONICVENDOR NAME AND NUMBERACCOUNTNUMBERINVOICEAMOUNTDESCRIPTIONINVOICEP.O.#PAYMENTAMOUNTPAYMENTNUMBERPAYMENTDATE011.1060.520000 $ 238.48 Supplies 082222(36)US BANK CORPORATE005594 ‐ 011.1043.520000 $ 577.15 Supplies 082222(37)020.1084.520000 $ 38.66 Meals / Water Service Line Leak 082222(38)020.1084.520000 $ 3,168.88 Supplies 082222(38)011.1024.596700 $ 350.00 RegistraƟon / CalCiƟes 082222(39)011.1043.520000 $ 2,503.72 Supplies 082222(4)011.9019.590110 $ 114.99 Computer AnƟvirus 082222(5)011.1002.596500 $ 50.68 Meals / MeeƟng 082222(5)011.1002.596500 $ 81.00 Travel/ Sacramento MeeƟng 082222(5)011.1002.596500 $ 144.70 Travel/Data Center 082222(5)055.9190.590000 $ 484.62 Supplies 082222(6)011.1041.596700 $ 585.00 RegistraƟon / A. Rivas 082222(7)011.1041.596700 $ 195.00 RegistraƟon / C. Cano 082222(7)011.1041.596700 $ 390.00 RegistraƟon/ W. Cruz 082222(7)011.1041.596700 $ 195.00 RegistraƟon/ W. Reynoso 082222(7)011.1043.596200 $ 64.38 Supplies 082222(7)056.5600.596700 $ 1,313.19 Employee Training/ 2022 Pipeline Safety082222(8)011.1040.520000 $ 14.99 Adobe SubscripƟon 082222(9)011.1040.596700 $ 650.00 League of CA CiƟes Conference 082222(9)$ 69,093.7310/05/2022 14118Printed: 1/9/2023 10:22:07AMPage 33 of 57 Item 7Page 35 of 59 CITY OF VERNONOPERATING ACCOUNTWARRANT REGISTER NO. 101JANUARY 17, 2023ELECTRONICVENDOR NAME AND NUMBERACCOUNTNUMBERINVOICEAMOUNTDESCRIPTIONINVOICEP.O.#PAYMENTAMOUNTPAYMENTNUMBERPAYMENTDATE011.1002.520000 $ 2,822.06 Supplies 092222US BANK CORPORATE005594 ‐ 011.1070.550000 $ 1,049.17 AdverƟsing Fees 092222(10)011.1023.596600 $ 185.69 Membership Dues 092222(10)011.1002.520000 $ 84.86 Supplies 092222(10)011.1049.520000 $ 99.14 Supplies 092222(11)011.1043.520000 $ 1,774.51 Supplies 092222(12)011.1049.520000 $ 60.03 Supplies 092222(13)011.9019.520000 $ 8,836.55 Supplies 092222(14)011.1060.520000 $ 123.97 Supplies 092222(15)011.1049.520000 $ 366.91 Supplies 092222(16)011.1046.520000 $ 35.65 Supplies 092222(17)011.1004.520000 $ 2,394.98 Supplies 092222(18)011.1049.520000 $ 199.33 Supplies 092222(19)055.9000.596550 $ 86.99 Cable SubscripƟon 092222(2)011.1049.520000 $ 1,005.45 Supplies 092222(20)011.1031.520000 $ 2,978.79 Supplies 092222(21)011.1049.520000 $ 3,257.68 Supplies 092222(22)055.9000.520000 $ 1,993.46 Supplies 092222(23)011.1003.520000 $ 140.16 Supplies 092222(24)011.1026.520000 $ 1,134.40 Supplies 092222(25)055.9190.520000 $ 1,901.62 Supplies 092222(26)055.9190.520000 $ 3,501.27 Supplies 092222(27)011.1046.520000 $ 2,967.39 Supplies 092222(28)055.9190.520000 $ 253.35 Supplies 092222(29)011.1002.596500 $ 75.00 Conference RegistraƟon / C. Fandino 092222(3)011.1002.550000 $ 1,375.92 Gym Supplies & Equipment 092222(3)011.1049.520000 $ 138.85 Gym Supplies & Equipment 092222(3)011.1049.590000 $ 1,177.19 Gym Supplies & Equipment 092222(3)011.1002.550000 $ 425.01 Meals / MeeƟng 092222(3)055.9190.596200 $ 2,651.38 MGS AT&T Charges 092222(3)011.9019.520000 $ 29.45 MGS Xerox Maintenance & Repair 092222(3)Printed: 1/9/2023 10:22:07AMPage 34 of 57 Item 7Page 36 of 59 CITY OF VERNONOPERATING ACCOUNTWARRANT REGISTER NO. 101JANUARY 17, 2023ELECTRONICVENDOR NAME AND NUMBERACCOUNTNUMBERINVOICEAMOUNTDESCRIPTIONINVOICEP.O.#PAYMENTAMOUNTPAYMENTNUMBERPAYMENTDATE011.9019.520000 $ 628.71 PRI Circuit 092222(3)US BANK CORPORATE005594 ‐ 011.1002.596500 $ ‐525.00 Refund 092222(3)011.1031.520000 $ 5,400.44 Supplies 092222(30)011.1049.520000 $ 1,685.02 Supplies 092222(31)011.1004.596600 $ 85.66 SubscripƟon Dues 092222(32)011.1031.520000 $ 1,986.44 Supplies 092222(33)055.9000.520000 $ 956.97 Supplies 092222(34)011.1060.520000 $ 1,600.00 Supplies 092222(35)011.1043.520000 $ 770.12 Supplies 092222(36)020.1084.520000 $ 528.66 Supplies 092222(37)011.1024.596500 $ 67.50 Vehicle Expense 092222(38)011.1043.520000 $ 1,502.12 Supplies 092222(4)011.1002.596500 $ 51.96 Meals / MeeƟng 092222(5)011.1002.596500 $ 40.00 Parking Fees 092222(5)055.9190.520000 $ 2,866.04 Supplies 092222(6)011.1040.520000 $ 3,814.67 Supplies 092222(7)056.5600.520000 $ 822.19 Supplies 092222(8)011.1040.520000 $ 54.99 Supplies 092222(9)$ 65,462.7010/05/2022 14119Printed: 1/9/2023 10:22:07AMPage 35 of 57 Item 7Page 37 of 59 CITY OF VERNONOPERATING ACCOUNTWARRANT REGISTER NO. 101JANUARY 17, 2023ELECTRONICVENDOR NAME AND NUMBERACCOUNTNUMBERINVOICEAMOUNTDESCRIPTIONINVOICEP.O.#PAYMENTAMOUNTPAYMENTNUMBERPAYMENTDATE055.9000.596550 $ 173.98 Cable SubscripƟon 102422US BANK CORPORATE005594 ‐ 011.1023.596600 $ 94.00 Membership Dues 102422(10)011.1070.550000 $ 33.08 MounƟng Board 102422(10)011.1002.520000 $ 266.68 Supplies 102422(10)011.1021.520000 $ 444.51 Supplies 102422(10)055.9000.520000 $ 4,718.69 Supplies 102422(11)011.1049.520000 $ 1,479.53 Supplies 102422(12)011.1043.520000 $ 1,351.58 Supplies 102422(13)011.1049.520000 $ 2,948.96 Supplies 102422(14)011.9019.520000 $ 9,535.25 Supplies 102422(15)011.1060.520000 $ 757.21 Supplies 102422(16)011.1049.520000 $ 307.48 Supplies 102422(17)011.1046.520000 $ 114.34 Supplies 102422(18)011.1004.520000 $ 145.98 Supplies 102422(19)011.1031.520000 $ 862.96 Supplies 102422(2)011.1049.520000 $ 3,972.85 Supplies 102422(20)011.1031.520000 $ 5,694.04 Supplies 102422(21)011.1049.520000 $ 2,209.25 Supplies 102422(22)055.9000.520000 $ 2,616.75 Supplies 102422(23)011.1003.520000 $ 732.13 Supplies 102422(24)011.1026.520000 $ 948.02 Supplies 102422(25)055.9190.520000 $ 180.70 Supplies 102422(26)011.1026.520000 $ 1,658.04 Supplies 102422(27)055.9190.520000 $ 2,543.91 Supplies 102422(28)011.1046.520000 $ 1,758.21 Supplies 102422(29)011.1002.520000 $ 4,079.97 Supplies 102422(3)055.9190.520000 $ 2,699.49 Supplies 102422(30)011.1031.520000 $ 3,269.60 Supplies 102422(31)011.1049.520000 $ 2,427.87 Supplies 102422(32)011.1004.596600 $ 49.00 SubscripƟon Dues 102422(33)011.1031.520000 $ 425.35 Supplies 102422(34)Printed: 1/9/2023 10:22:07AMPage 36 of 57 Item 7Page 38 of 59 CITY OF VERNONOPERATING ACCOUNTWARRANT REGISTER NO. 101JANUARY 17, 2023ELECTRONICVENDOR NAME AND NUMBERACCOUNTNUMBERINVOICEAMOUNTDESCRIPTIONINVOICEP.O.#PAYMENTAMOUNTPAYMENTNUMBERPAYMENTDATE055.9190.520000 $ 500.00 Supplies 102422(35)US BANK CORPORATE005594 ‐ 055.9000.520000 $ 93.65 Supplies 102422(36)011.1060.520000 $ 61.17 Supplies 102422(37)011.1043.520000 $ 1,065.82 Supplies 102422(38)020.1084.520000 $ 1,121.76 Supplies 102422(39)011.1043.520000 $ 3,659.98 Supplies 102422(4)011.1024.596500 $ 105.00 Vehicle Expense 102422(40)011.1024.596700 $ 50.00 Webinar RegistraƟon 102422(40)011.1002.596500 $ 303.72 Meals / MeeƟng 102422(5)011.1002.596500 $ 157.00 Parking Fees 102422(5)055.9190.520000 $ 1,801.23 Supplies 102422(6)011.1040.520000 $ 76.53 Supplies 102422(7)056.5600.520000 $ 1,548.36 Supplies 102422(8)011.1040.520000 $ 14.99 Supplies 102422(9)$ 69,058.6211/16/2022 14120Printed: 1/9/2023 10:22:07AMPage 37 of 57 Item 7Page 39 of 59 CITY OF VERNONOPERATING ACCOUNTWARRANT REGISTER NO. 101JANUARY 17, 2023ELECTRONICVENDOR NAME AND NUMBERACCOUNTNUMBERINVOICEAMOUNTDESCRIPTIONINVOICEP.O.#PAYMENTAMOUNTPAYMENTNUMBERPAYMENTDATE011.1031.520000 $ 631.78 Supplies 112222US BANK CORPORATE005594 ‐ 055.9000.520000 $ 3,051.18 Supplies 112222(10)011.1049.520000 $ 3,021.27 Supplies 112222(11)055.9190.520000 $ 4,295.81 Supplies 112222(12)011.1043.520000 $ 453.09 Supplies 112222(13)011.1049.520000 $ 1,032.09 Supplies 112222(14)011.9019.520000 $ 5,543.20 Supplies 112222(15)011.1024.520000 $ 421.63 Supplies 112222(16)011.1049.520000 $ 2,386.92 Supplies 112222(17)011.1031.520000 $ 31.00 Supplies 112222(18)011.1046.520000 $ 1,420.20 Supplies 112222(19)011.1002.520000 $ 4,794.48 Supplies 112222(2)011.1004.520000 $ 197.24 Supplies 112222(20)011.1004.520000 $ 1,112.80 Supplies 112222(21)011.1049.520000 $ 314.24 Supplies 112222(22)011.1049.520000 $ 36.62 Supplies 112222(23)011.1031.520000 $ 5,284.59 Supplies 112222(24)011.1049.520000 $ 2,213.52 Supplies 112222(25)011.1003.520000 $ 200.00 Supplies 112222(26)011.1026.520000 $ 638.95 Supplies 112222(27)011.1004.520000 $ 592.01 Supplies 112222(28)055.9190.520000 $ 483.06 Supplies 112222(29)011.1043.520000 $ 65.49 Supplies 112222(3)011.1026.520000 $ 3,750.00 Supplies 112222(30)055.9190.520000 $ 672.54 Supplies 112222(31)020.1084.520000 $ 520.92 Supplies 112222(32)011.1046.520000 $ 2,099.10 Supplies 112222(33)055.9190.520000 $ 61.85 Supplies 112222(34)011.1031.520000 $ 1,665.00 Supplies 112222(35)011.1049.520000 $ 3,449.46 Supplies 112222(36)011.1004.596600 $ 49.00 SubscripƟon Dues 112222(37)Printed: 1/9/2023 10:22:07AMPage 38 of 57 Item 7Page 40 of 59 CITY OF VERNONOPERATING ACCOUNTWARRANT REGISTER NO. 101JANUARY 17, 2023ELECTRONICVENDOR NAME AND NUMBERACCOUNTNUMBERINVOICEAMOUNTDESCRIPTIONINVOICEP.O.#PAYMENTAMOUNTPAYMENTNUMBERPAYMENTDATE011.1031.520000 $ 476.69 Supplies 112222(38)US BANK CORPORATE005594 ‐ 055.9000.520000 $ 7,403.98 Supplies 112222(39)011.1002.520000 $ 335.64 Supplies 112222(4)011.1026.520000 $ 62.00 Supplies 112222(40)011.1060.520000 $ 14.32 Supplies 112222(41)011.1043.520000 $ 2,888.68 Supplies 112222(42)020.1084.520000 $ 680.64 Supplies 112222(43)055.9190.520000 $ 3,287.45 Supplies 112222(5)011.1040.520000 $ 100.00 Supplies 112222(6)056.5600.520000 $ 1,828.18 Supplies 112222(7)011.1040.520000 $ 29.98 Supplies 112222(8)011.1002.520000 $ 365.45 Supplies 112222(9)$ 67,962.0512/21/2022 14121TOTAL ELECTRONIC$ 13,857,444.41Printed: 1/9/2023 10:22:07AMPage 39 of 57 Item 7Page 41 of 59 CITY OF VERNONOPERATING ACCOUNTWARRANT REGISTER NO. 101JANUARY 17, 2023EARLY CHECKSVENDOR NAME AND NUMBERACCOUNTNUMBERINVOICEAMOUNTDESCRIPTIONINVOICEP.O.#PAYMENTAMOUNTCHECKNUMBERPAYMENTDATE011.1049.590000 $ 10,656.18 Janitorial Services 11/22 13579904ALLIED UNIVERSAL JANITORIAL007276 ‐ 011.1049.590000 $ 4,512.74 Janitorial Day Porter Service 12/22 13579905$ 15,168.9212/08/2022 610186011.1046.520000 $ 1,088.03 Vehicle BaƩeries~ 29871115221019 011.0015283BATTERY SYSTEMS, INC004448 ‐ $ 1,088.0312/08/2022 610187011.1024.593200 $ 13,007.50 Re: General~ 293882BURKE, WILLIAMS & SORENSEN, LL005078 ‐ 011.1024.593200 $ 419.00 Re: Sanchez, ChrisƟna v. State of 293884011.1024.593200 $ 374.00 Re: Rodriguez, Teresa v. City of 293885011.1024.593200 $ 68.00 Re: Californians for Homeownership, Inc 293886011.1024.593200 $ 204.00 Re: Castellanos v. City of Vernon~ 293887$ 14,072.5012/08/2022 610188011.1046.590000 $ 65.00 Labor 71047 011.0015284CALIFORNIA FRAME & AXLE001973 ‐ $ 65.0012/08/2022 610189011.1046.520000 $ 141.51 Auto Parts~ 81547 011.0015285CAMINO REAL CHEVROLET000818 ‐ $ 141.5112/08/2022 610190011.1046.520000 $ 336.57 Auto Parts~ 16709 011.0015286CENTRAL FORD004163 ‐ 011.1046.520000 $ 137.59 Auto Parts~ 17104 011.0015286011.1046.520000 $ 366.75 Auto Parts~ 17137 011.0015286011.1046.520000 $ 195.65 Auto Parts~ 17501 011.0015286011.1046.520000 $ 353.51 Auto Parts~ 17506 011.0015286011.1046.520000 $ 274.80 Auto Parts~ 17729 011.0015286$ 1,664.8712/08/2022 610191011.1026.596900 $ 1,000.00 2022 Employee RecogniƟon & Holiday 112822CERVANTES, ALEJANDRO007481 ‐ $ 1,000.0012/08/2022 610192011.1026.596900 $ 250.00 2022 Employee RecogniƟon & Holiday 113022CERVANTES, ALEJANDRO007481 ‐ $ 250.0012/08/2022 610193Printed: 1/9/2023 10:22:07AMPage 40 of 57 Item 7Page 42 of 59 CITY OF VERNONOPERATING ACCOUNTWARRANT REGISTER NO. 101JANUARY 17, 2023EARLY CHECKSVENDOR NAME AND NUMBERACCOUNTNUMBERINVOICEAMOUNTDESCRIPTIONINVOICEP.O.#PAYMENTAMOUNTCHECKNUMBERPAYMENTDATE011.1043.590000 $ 27,162.29 Sweeper Services 104648CSCLEANSTREET, LLC004860 ‐ $ 27,162.2912/08/2022 610194011.1004.595200 $ 6,500.00 AudiƟng Services 3499783CLIFTONLARSONALLEN, LLP006972 ‐ $ 6,500.0012/08/2022 610195020.1084.900000 $ 5,162.57 Electrical & Hardware Supplies~ 276258 055.0002971CURRENT WHOLESALE ELECTRIC SUP001336 ‐ 020.1084.520000 $ 45.73 Electrical & Hardware Supplies~ 276259 055.0002971$ 5,208.3012/08/2022 610196011.200235 $ 54.00 3rd Qtr 2022 SB1186 120422DIV OF THE STATE ARCHITECT004997 ‐ $ 54.0012/08/2022 610197011.1049.520000 $ 582.20 Coffee~ 4282176 011.0015497F GAVINA & SONS, INC001926 ‐ 011.1049.520000 $ 1,760.00 Coffee~ 4282176 011.0015497011.1049.520000 $ 346.15 Hot Chocolate~ 4282176 011.0015497011.1049.520000 $ 443.70 Creamer~ 4282176 011.0015497$ 3,132.0512/08/2022 610198011.1046.520000 $ 313.99 Auto Parts~ 109819866 011.0015287FACTORY MOTOR PARTS006696 ‐ 011.1046.520000 $ 114.55 Auto Parts~ 124960452 011.0015287011.1046.520000 $ 122.49 Auto Parts~ 124971170 011.0015287011.1046.520000 $ 87.87 Auto Parts~ 124981111 011.0015287$ 638.9012/08/2022 610199011.1046.520000 $ 466.41 Auto Parts & Accessories~ 149353 011.0015288GARVEY EQUIPMENT COMPANY000399 ‐ $ 466.4112/08/2022 610200011.1046.590000 $ 750.50 GPS ProPlus Plan 322530GEOTAB USA, INC007107 ‐ $ 750.5012/08/2022 610201Printed: 1/9/2023 10:22:07AMPage 41 of 57 Item 7Page 43 of 59 CITY OF VERNONOPERATING ACCOUNTWARRANT REGISTER NO. 101JANUARY 17, 2023EARLY CHECKSVENDOR NAME AND NUMBERACCOUNTNUMBERINVOICEAMOUNTDESCRIPTIONINVOICEP.O.#PAYMENTAMOUNTCHECKNUMBERPAYMENTDATE056.5600.520000 $ 97.77 Building Hardware~ 9470062648 056.0000672GRAINGER, CO001712 ‐ 056.5600.520000 $ 293.29 Building Hardware~ 9470062655 056.0000672020.1084.520000 $ 55.68 Parts & Hardware~ 9499377837 011.0015313056.5600.520000 $ 49.12 Building Hardware~ 9501252754 056.0000672055.8100.520000 $ 193.98 Various Materials & Tools~ 9501252762 055.0002972055.8100.520000 $ 28.98 Various Materials & Tools~ 9505188749 055.0002972020.1084.520000 $ 807.83 Parts & Hardware~ 9505476110 011.0015313020.1084.520000 $ 1,208.02 Parts & Hardware~ 9506757294 011.0015313056.5600.520000 $ 437.04 Building Hardware~ 9508177277 056.0000672020.1084.520000 $ 131.10 Parts & Hardware~ 9509795945 011.0015313011.1049.520000 $ 1,846.49 Parts & Hardware~ 9512948580 011.0015300055.8100.520000 $ 783.84 Various Materials & Tools~ 9515663384 055.0002972020.1084.520000 $ 188.64 Parts & Hardware~ 9516747830 011.0015313020.1084.520000 $ 86.85 Parts & Hardware~ 9516747848 011.0015313$ 6,208.6312/08/2022 610202020.1084.900000 $ 15,394.00 CoaƟng InspecƟon Services ENG7958HARPER & ASSOCIATES ENGINEERIN000280 ‐ $ 15,394.0012/08/2022 610203055.9190.590000 $ 222.65 Pump Repair~ 2595970 055.0002991HYDRAULIC CONTROLS, INC002257 ‐ 055.9190.590000 $ 480.00 Shop labor 2595970 055.0002991055.9190.590000 $ 10.00 Environmental charge 2595970 055.0002991055.9190.590000 $ 15.91 Freight 2595970055.9190.590000 $ 22.66 Sales Tax 10.25 2595970$ 751.2212/08/2022 610204011.1031.596200 $ 950.00 Background InvesƟgaƟon VPD22002LACHER, DONALD006567 ‐ $ 950.0012/08/2022 610205Printed: 1/9/2023 10:22:07AMPage 42 of 57 Item 7Page 44 of 59 CITY OF VERNONOPERATING ACCOUNTWARRANT REGISTER NO. 101JANUARY 17, 2023EARLY CHECKSVENDOR NAME AND NUMBERACCOUNTNUMBERINVOICEAMOUNTDESCRIPTIONINVOICEP.O.#PAYMENTAMOUNTCHECKNUMBERPAYMENTDATE011.1046.590000 $ 40.00 Labor~ 6876 011.0015289LOPEZ & LOPEZ TIRE SERVICE003908 ‐ 011.1046.590000 $ 25.00 Labor~ 6901 011.0015289011.1046.520000 $ 430.55 Tires, Accessories & Repairs~ 6950 011.0015289011.1046.590000 $ 45.00 Labor~ 7016 011.0015289011.1046.520000 $ 144.29 Tires, Accessories & Repairs~ 7032 011.0015289$ 684.8412/08/2022 610206011.1046.520000 $ 1,894.40 Plumbing Parts~ PD52248 011.0015418PLUMBERS DEPOT, INC001361 ‐ 011.1046.590000 $ 135.00 Labor to Install TCM PD52248 011.0015418011.1046.590000 $ 1,640.00 Labor Allison service call programing PD52248 011.0015418011.1046.520000 $ 179.97 Sales Tax 9.5% PD52248$ 3,849.3712/08/2022 610207011.1043.596200 $ 1,100.00 Traffic Engineering Services VE22013QUANTUM QUALITY CONSULTING, IN006956 ‐ 020.1084.900000 $ 2,300.00 Survey for Well 20 Fencing VE22014$ 3,400.0012/08/2022 610208011.9019.595210 $ 10,762.50 Professional Services Rendered~ 6536SDI PRESENCE, LLC007057 ‐ 011.9019.595210 $ 26,687.50 Professional Services Rendered~ 9140$ 37,450.0012/08/2022 610209020.1084.520000 $ 36.44 Crush Base Material~ 38973 011.0015319SECURITY PAVING COMPANY, INC001845 ‐ $ 36.4412/08/2022 610210011.1040.400900 $ 42,014.60 ParƟal Parcel Tax Refund~ 120622SID SPECIAL, LLC006672 ‐ $ 42,014.6012/08/2022 610211011.1024.593200 $ 197,480.20 Re: Jerry Chavez v. City of Vernon~ 24269STREAM KIM HICKS WRAGE & ALFAR006438 ‐ 011.1024.593200 $ 196,209.40 Re: Jerry Chavez v. City of Vernon~ 24274$ 393,689.6012/08/2022 610212Printed: 1/9/2023 10:22:07AMPage 43 of 57 Item 7Page 45 of 59 CITY OF VERNONOPERATING ACCOUNTWARRANT REGISTER NO. 101JANUARY 17, 2023EARLY CHECKSVENDOR NAME AND NUMBERACCOUNTNUMBERINVOICEAMOUNTDESCRIPTIONINVOICEP.O.#PAYMENTAMOUNTCHECKNUMBERPAYMENTDATE055.9190.590000 $ 440.00 O‐Ring~ S020563886 055.0003014TELEDYNE INSTRUMENTS, INC007287 ‐ 055.9190.590000 $ 176.00 O‐Ring~ S020563886 055.0003014055.9190.590000 $ 400.00 Parts~ S020563886 055.0003014055.9190.590000 $ 176.00 O‐Ring~ S020563886 055.0003014055.9190.590000 $ 44.00 O‐Ring~ S020563886 055.0003014055.9190.590000 $ 2,234.00 Parts~ S020563886 055.0003014055.9190.590000 $ 27.37 Package Fees/ Freight Charges S020563886 055.0003014055.9190.590000 $ 355.68 Sales Tax 10.25 S020563886055.9190.590000 $ 574.00 Pump Kit~ S020564301 055.0003014055.9190.590000 $ 216.00 Filter~ S020564301 055.0003014055.9190.590000 $ 16.39 Freight Charges S020564301 055.0003014055.9190.590000 $ 80.98 Sales Tax 10.25 S020564301$ 4,740.4212/08/2022 610213011.1049.590000 $ 142.00 Pest Control 11/22~ 427551682TERMINIX COMMERCIAL006985 ‐ $ 142.0012/08/2022 610214011.1033.560000 $ 225.00 Hydrant 100122TRI‐CITY MUTUAL WATER COMPANY000282 ‐ 011.1033.560000 $ 225.00 Hydrant 110122$ 450.0012/08/2022 610215011.1049.520000 $ 1,605.18 Equipment & Tool Rental 213432072001UNITED RENTALS (NORTH AMERICA)000883 ‐ $ 1,605.1812/08/2022 610216020.1084.900000 $ 118.00 Water Quality TesƟng & ReporƟng W2L0688WECK LABORATORIES, INC001628 ‐ $ 118.0012/08/2022 610217011.1026.596900 $ 1,000.00 Holiday Event Final Payment 120122GRAPHIC ISLAND006692 ‐ $ 1,000.0012/14/2022 610218011.1026.596900 $ 500.00 Holiday Event Deposit 110322GRAPHIC ISLAND006692 ‐ $ 500.0012/14/2022 610219Printed: 1/9/2023 10:22:07AMPage 44 of 57 Item 7Page 46 of 59 CITY OF VERNONOPERATING ACCOUNTWARRANT REGISTER NO. 101JANUARY 17, 2023EARLY CHECKSVENDOR NAME AND NUMBERACCOUNTNUMBERINVOICEAMOUNTDESCRIPTIONINVOICEP.O.#PAYMENTAMOUNTCHECKNUMBERPAYMENTDATE055.9190.590000 $ 7,886.84 Various Size Air Filters 20978ADVANCED FILTRATION CONCEPTS002000 ‐ $ 7,886.8412/16/2022 610220011.1046.520000 $ 432.43 Signal Master Controller 13773 011.0015357AIRWAVE COMMUNICATIONS ENTERPR004026 ‐ 011.1046.520000 $ 373.48 Light Kit~ 13773 011.0015357011.1046.520000 $ 25.00 Misc. Hardware~ 13773 011.0015357011.1046.590000 $ 1,050.00 Labor to Install Lights 13773 011.0015357011.1046.520000 $ 85.17 Sales Tax 10.25 13773011.1046.520000 $ 432.43 LED Reflectors~ 13786 011.0015358011.1046.520000 $ 401.63 Sirens w/ Speakers~ 13786 011.0015358011.1046.520000 $ 1,022.93 Parts~ 13786 011.0015358011.1046.590000 $ 1,575.00 Labor 13786 011.0015358011.1046.520000 $ 190.34 Sales Tax 10.25 13786$ 5,588.4112/16/2022 610221056.5600.596600 $ 445.00 Membership Dues / D. Cordova 113022AMERICAN PUBLIC GAS ASSOC001968 ‐ $ 445.0012/16/2022 610222055.9190.590000 $ 1,372.91 Blowdown Valve~ SI080602 055.0003004ARKOS FIELD SERVICES, LP007265 ‐ 055.9190.590000 $ 455.12 Divider Block~ SI080602 055.0003004055.9190.590000 $ 117.08 Divider Block~ SI080602 055.0003004055.9190.590000 $ 46.57 Divider Block~ SI080602 055.0003004055.9190.590000 $ 120.00 Freight SI080602 055.0003004055.9190.590000 $ 204.14 Sales Tax 10.25 SI080602055.9190.590000 $ 980.80 Float Drain Valve~ SI080641 055.0003015055.9190.590000 $ 75.00 Freight SI080641 055.0003015055.9190.590000 $ 100.54 Sales Tax 10.25 SI080641$ 3,472.1612/16/2022 610223Printed: 1/9/2023 10:22:07AMPage 45 of 57 Item 7Page 47 of 59 CITY OF VERNONOPERATING ACCOUNTWARRANT REGISTER NO. 101JANUARY 17, 2023EARLY CHECKSVENDOR NAME AND NUMBERACCOUNTNUMBERINVOICEAMOUNTDESCRIPTIONINVOICEP.O.#PAYMENTAMOUNTCHECKNUMBERPAYMENTDATE055.9190.560010 $ 240.64 Disposal Services I50000880095ASBURY ENVIRONMENTAL SERVICES002308 ‐ 055.9190.560010 $ 1,212.50 Disposal Services I50000880231$ 1,453.1412/16/2022 610224011.1047.540000 $ 154.07 First Aid Kit Restock 5136140301CINTAS CORPORATION005490 ‐ $ 154.0712/16/2022 610225055.9190.500230 $ 120.00 Quarterly Monitoring 1000555909COSCO FIRE PROTECTION, INC007326 ‐ 055.9190.500230 $ 8,550.00 Annual Fire Pump InspecƟon Repairs 1000566045055.9190.500230 $ 1,539.24 Cooling Tower Pipe Repair 1000566058$ 10,209.2412/16/2022 610226055.9190.590000 $ 35.00 Supplies & Refill Cylinders ~ 646806 055.0002966CRAIG WELDING SUPPLY, CO000310 ‐ 055.9190.590000 $ 238.96 Supplies & Refill Cylinders ~ 646855 055.0002966$ 273.9612/16/2022 610227011.1049.520000 $ 48.40 Electrical & Hardware Supplies 271891CURRENT WHOLESALE ELECTRIC SUP001336 ‐ 011.1049.520000 $ 4,873.38 Electrical & Hardware Supplies 273513011.1049.520000 $ 620.92 Electrical & Hardware Supplies~ 275527 011.0015298$ 5,542.7012/16/2022 610228055.9000.596200 $ 1,563.50 Professional Services~ 39349LSGDUNCAN WEINBERG GENZER007145 ‐ 055.9000.596200 $ 8,545.00 Professional Services~ 39350LSG$ 10,108.5012/16/2022 610229011.1026.596900 $ 235.94 Reimb. Raffle GiŌ Prizes~ 121422MICHAEL EARL006050 ‐ $ 235.9412/16/2022 610230Printed: 1/9/2023 10:22:07AMPage 46 of 57 Item 7Page 48 of 59 CITY OF VERNONOPERATING ACCOUNTWARRANT REGISTER NO. 101JANUARY 17, 2023EARLY CHECKSVENDOR NAME AND NUMBERACCOUNTNUMBERINVOICEAMOUNTDESCRIPTIONINVOICEP.O.#PAYMENTAMOUNTCHECKNUMBERPAYMENTDATE011.1043.596700 $ 596.97 Confined Space Entry Refresher 319725EHS INTERNATIONAL, INC005229 ‐ 055.9190.596700 $ 1,134.24 Confined Space Entry Refresher 319725(2)055.8100.596700 $ 119.39 Confined Space Entry Refresher 319725(2)020.1084.596700 $ 119.40 Confined Space Entry Refresher 319725(2)011.1043.596700 $ 596.97 Confined Space Entry Refresher 319726055.9190.596700 $ 1,134.24 Confined Space Entry Refresher 319726(2)055.8100.596700 $ 119.40 Confined Space Entry Refresher 319726(2)020.1084.596700 $ 119.39 Confined Space Entry Refresher 319726(2)$ 3,940.0012/16/2022 610231011.1046.520000 $ 1,995.00 Transmission Rebuild Kit AH185163 011.0015428EL MONTE TRANSMISSION004093 ‐ 011.1046.590000 $ 2,000.00 Labor~ AH185163 011.0015428011.1046.520000 $ 199.50 Sales Tax 10.00 AH185163$ 4,194.5012/16/2022 610232055.9190.590000 $ 2,500.00 Quarterly VibraƟon Analysis EB175091ELECTRONIC BALANCING COMPANY,007291 ‐ $ 2,500.0012/16/2022 610233011.1060.595200 $ 7,732.50 City of Vernon Sustainability Plan 180242ENVIRONMENTAL SCIENCE ASSOC007469 ‐ $ 7,732.5012/16/2022 610234011.1046.590000 $ 150.00 Dropped Off (2) 55 Gallon Barrels 2211025 011.0015422EXPRESS OIL CO000414 ‐ $ 150.0012/16/2022 610235011.1049.590000 $ 1,498.00 PreventaƟve Maintenance 76421FACILITIES PROTECTION SYSTEMS003423 ‐ $ 1,498.0012/16/2022 610236055.9190.520000 $ 59.50 Copier Count 1073097FISHER'S TECHNOLOGY007352 ‐ $ 59.5012/16/2022 610237011.1046.590000 $ 75.00 Windshield Repair WOI0507350 011.0015429GTO AUTO GLASS004035 ‐ $ 75.0012/16/2022 610238Printed: 1/9/2023 10:22:07AMPage 47 of 57 Item 7Page 49 of 59 CITY OF VERNONOPERATING ACCOUNTWARRANT REGISTER NO. 101JANUARY 17, 2023EARLY CHECKSVENDOR NAME AND NUMBERACCOUNTNUMBERINVOICEAMOUNTDESCRIPTIONINVOICEP.O.#PAYMENTAMOUNTCHECKNUMBERPAYMENTDATE011.1046.520000 $ 492.00 Segment Brushes C1A2Y3 011.0015425HAAKER EQUIPMENT COMPANY001346 ‐ 011.1046.520000 $ 80.00 Freight C1A2Y3 011.0015425011.1046.520000 $ 46.74 Sales Tax 9.5% C1A2Y3$ 618.7412/16/2022 610239055.9190.500230 $ 7,104.50 Ammonia Delivery 10/26/22 7149897HILL BROTHERS CHEMICAL CO002208 ‐ $ 7,104.5012/16/2022 610240011.1003.596550 $ 185.00 Membership Dues 101322IIMC005144 ‐ $ 185.0012/16/2022 610241011.1021.596200 $ 8,100.00 Professional Services~ DEC22JEMMOTT ROLLINS GROUP, INC005108 ‐ $ 8,100.0012/16/2022 610242011.1046.520000 $ 706.24 Nuts, Bolts & Fuses 100496768 011.0015426KIMBALL MIDWEST004122 ‐ 011.1046.520000 $ 72.39 Sales Tax 10.25 100496768011.1046.520000 $ 105.48 Spill Kit~ 100559967 011.0015426011.1046.520000 $ 10.80 Sales Tax 10.25 100559967$ 894.9112/16/2022 610243055.9100.590000 $ 200.00 CalibraƟng Atmospheric Testers~ 1289 055.0003019KINGDOM CALIBRATIONS, INC007454 ‐ $ 200.0012/16/2022 610244011.1004.530015 $ 6,109.60 Possessory Interest Tax~ 121422LOS ANGELES COUNTY TAX COLLECT000762 ‐ $ 6,109.6012/16/2022 610245055.9190.500230 $ 364.65 Welding Supplies 26258215MATHESON TRI‐GAS, INC006520 ‐ 055.9190.500230 $ 423.45 Welding Supplies 26436945055.9190.500230 $ 445.57 Welding Supplies 26613073055.9190.500230 $ 427.77 Welding Supplies 26784242$ 1,661.4412/16/2022 610246Printed: 1/9/2023 10:22:07AMPage 48 of 57 Item 7Page 50 of 59 CITY OF VERNONOPERATING ACCOUNTWARRANT REGISTER NO. 101JANUARY 17, 2023EARLY CHECKSVENDOR NAME AND NUMBERACCOUNTNUMBERINVOICEAMOUNTDESCRIPTIONINVOICEP.O.#PAYMENTAMOUNTCHECKNUMBERPAYMENTDATE055.9190.500230 $ 25.22 Service Charges 26640640MATHESON TRI‐GAS, INC006520 ‐ $ 25.2212/16/2022 610247011.1070.550000 $ 900.00 Tree LighƟng Ceremony Event Coffee 120822MATT'S COFFEE EXPRESS007226 ‐ $ 900.0012/16/2022 610248011.1031.570000 $ 90.00 Car & Truck Wash Services ~ 1228 011.0015294MAYWOOD CAR WASH000870 ‐ $ 90.0012/16/2022 610249055.9190.520000 $ 787.66 Parts & Supplies~ 67566 055.0002984MITECH CONTROLS002316 ‐ 055.9190.520000 $ 1,780.21 Parts & Supplies~ 67588 055.0002984$ 2,567.8712/16/2022 610250011.1046.520000 $ 3,261.18 Auto Parts & Accessories~ 161846 011.0015290NAPA AUTO PARTS000309 ‐ 011.1046.520000 $ 679.90 Auto Parts & Accessories~ 161878 011.0015290011.1046.520000 $ 107.70 Auto Parts & Accessories~ 161996 011.0015290011.1046.520000 $ 265.25 Auto Parts & Accessories~ 162003 011.0015290011.1046.520000 $ 175.32 Auto Parts & Accessories~ 162721 011.0015290011.1046.520000 $ 44.88 Auto Parts & Accessories~ 163932 011.0015290011.1046.520000 $ ‐107.70 Auto Parts & Accessories~ 164068 011.0015290011.1046.520000 $ 32.84 Auto Parts & Accessories~ 164114 011.0015290011.1046.520000 $ 52.56 Auto Parts & Accessories~ 164817 011.0015290011.1046.520000 $ 167.67 Auto Parts & Accessories~ 165460 011.0015290011.1046.520000 $ 8.76 Auto Parts & Accessories~ 165615 011.0015290$ 4,688.3612/16/2022 610251011.1046.520000 $ 209.22 Auto Parts & Accessories~ 3049432656 011.0015291O'REILLY AUTO PARTS005934 ‐ 011.1046.520000 $ 304.12 Auto Parts & Accessories~ 3049433464 011.0015291011.1046.520000 $ ‐183.18 Auto Parts & Accessories~ 3049434860 011.0015291011.1046.520000 $ 53.96 Auto Parts & Accessories~ 3049435703 011.0015291$ 384.1212/16/2022 610252Printed: 1/9/2023 10:22:07AMPage 49 of 57 Item 7Page 51 of 59 CITY OF VERNONOPERATING ACCOUNTWARRANT REGISTER NO. 101JANUARY 17, 2023EARLY CHECKSVENDOR NAME AND NUMBERACCOUNTNUMBERINVOICEAMOUNTDESCRIPTIONINVOICEP.O.#PAYMENTAMOUNTCHECKNUMBERPAYMENTDATE011.1049.520000 $ 306.69 Plumbing Supplies & Building Hardware~ S1272993001 011.0015304PLUMBING & INDUSTRIAL SUPPLY001943 ‐ 011.1049.520000 $ 154.13 Plumbing Supplies & Building Hardware~ S1274614001 011.0015304$ 460.8212/16/2022 610253055.9190.500230 $ 1,288.80 Lab Services 88451POSITIVE LAB SERVICE000470 ‐ $ 1,288.8012/16/2022 610254020.1084.900000 $ 9,349.52 Gage~ I2PJ102522 011.0015467SENSORPROS007457 ‐ 020.1084.900000 $ 537.18 Bracket~ I2PJ102522 011.0015467020.1084.900000 $ 108.27 Freight I2PJ102522 011.0015467020.1084.900000 $ 1,013.39 Sales Tax 10.25 I2PJ102522$ 11,008.3612/16/2022 610255020.1084.900000 $ 94,120.00 DemoliƟon & Site Work VER223771STANDARD INDUSTRIES007444 ‐ 020.200400 $ ‐4,706.00 5% RetenƟon VER223771$ 89,414.0012/16/2022 610256011.1024.593200 $ 830.38 Re: Jerry Chavez v. City of Vernon~ 24588STREAM KIM HICKS WRAGE & ALFAR006438 ‐ $ 830.3812/16/2022 610257011.1060.595200 $ 1,641.25 Environmental RemediaƟon Services~ 1349924SESPE CONSULTING, INC006997 ‐ 011.1060.595200 $ 2,428.75 Environmental RemediaƟon Services~ 1362259$ 4,070.0012/16/2022 610258020.1084.520000 $ 2,630.00 Colorimeter~ 148797 011.0015456USA BLUE BOOK000768 ‐ 020.1084.520000 $ 315.60 Hach 12% Surcharge 148797 011.0015456020.1084.520000 $ 14.77 Freight 148797 011.0015456020.1084.520000 $ 248.89 Sales Tax 10.25 148797020.1084.520000 $ 32.35 Sales Tax 10.25 148797$ 3,241.6112/16/2022 610259011.1043.590000 $ 5,700.00 Urban Forest Management Services 193783WEST COAST ARBORISTS, INC000317 ‐ $ 5,700.0012/16/2022 610260Printed: 1/9/2023 10:22:07AMPage 50 of 57 Item 7Page 52 of 59 CITY OF VERNONOPERATING ACCOUNTWARRANT REGISTER NO. 101JANUARY 17, 2023EARLY CHECKSVENDOR NAME AND NUMBERACCOUNTNUMBERINVOICEAMOUNTDESCRIPTIONINVOICEP.O.#PAYMENTAMOUNTCHECKNUMBERPAYMENTDATE011.1046.590000 $ 198.00 Car Wash Services15698XPRESS WASH, INC006372 ‐ 011.1046.590000 $ 395.00 Car Wash Services15699$ 593.0012/16/2022 610261011.1004.502090 $ 1,275,000.00 LASC Case No. BC719460122022EDUARDO OLIVO IOLTA TRUST ACCO003296 ‐ $ 1,275,000.0012/27/2022610262011.9019.560010 $ 46.23 Period: 12/09/21 ‐ 01/08/22832176480X01162022AT&T MOBILITY002889 ‐ 011.9019.560010 $ 46.23 Period: 02/09/22 ‐ 03/08/22832176480X03162022011.9019.560010 $ 46.23 Period: 03/09/22 ‐ 04/08/22832176480X04162022011.9019.560010 $ 46.23 Period: 04/09/22 ‐ 05/08/22832176480X05162022011.9019.560010 $ 46.23 Period: 05/09/22 ‐ 06/08/22832176480X06162022011.9019.560010 $ 46.23 Period: 06/09/22 ‐ 07/08/22832176480X07162022011.9019.560010 $ 46.23 Period: 07/09/22 ‐ 08/08/22832176480X08162022011.9019.560010 $ 46.23 Period: 08/09/22 ‐ 09/08/22832176480X09162022011.9019.560010 $ 46.23 Period: 10/09/22 ‐ 11/08/22832176480X11162022011.9019.560010 $ 46.23 Period: 11/09/22 ‐ 12/08/22832176480X12162022$ 462.3012/22/2022 610263011.1026.502031 $ 40.00 Medical Services / V. Malkenhorst112222ALAMITOS DERMATOLOGICAL MEDICA001453 ‐ $ 40.0012/21/2022 610264Printed: 1/9/2023 10:22:07AMPage 51 of 57 Item 7Page 53 of 59 CITY OF VERNONOPERATING ACCOUNTWARRANT REGISTER NO. 101JANUARY 17, 2023EARLY CHECKSVENDOR NAME AND NUMBERACCOUNTNUMBERINVOICEAMOUNTDESCRIPTIONINVOICEP.O.#PAYMENTAMOUNTCHECKNUMBERPAYMENTDATE011.1031.850000 $ 12,899.85 EBike~ 144015 011.0015466AMERICAN BIKE PATROL SERVICE005928 ‐ 011.1031.850000 $ 2,397.00 BaƩery ~ 144015 011.0015466011.1031.850000 $ 389.85 Sheriff Rear Trunk Bag 144015 011.0015466011.1031.850000 $ 239.85 Siren, Nitrider Handlebar Mount 144015 011.0015466011.1031.850000 $ 1,320.00 Light Set 144015 011.0015466011.1031.850000 $ 525.00 Assembly 144015 011.0015466011.1031.850000 $ 750.00 Freight 144015 011.0015466011.1031.850000 $ 1,767.77 Sales Tax 10.25 144015$ 20,289.3212/21/2022 610265011.1024.593200 $ 376.10 Re: Californians for Homeownership, Inc 294195BURKE, WILLIAMS & SORENSEN, LL005078 ‐ 011.1024.593200 $ 6,641.00 Re: Castellanos v. City of Vernon~ 294196011.1024.593200 $ 1,759.00 Re: Rodriguez, Teresa v. City of 294197011.1024.593200 $ 21,699.00 Re: General~ 294199$ 30,475.1012/21/2022 610266020.1084.520000 $ 1,106.10 Concrete 95700601CALPORTLAND COMPANY000256 ‐ $ 1,106.1012/21/2022 610267020.1084.595200 $ 748.50 Water Quality TesƟng & ReporƟng 2201717VER01CLINICAL LAB OF SAN BERNARDINO003088 ‐ $ 748.5012/21/2022 610268055.9190.500230 $ 1,320.00 Annual Fire Pump InspecƟon Repairs 1000589861COSCO FIRE PROTECTION, INC007326 ‐ 055.9190.590000 $ 4,081.75 Cooling Tower Pipe Repair 1000592004$ 5,401.7512/21/2022 610269011.1026.596200 $ 393.80 TesƟng Services TRINV000795CPS HR CONSULTING001347 ‐ $ 393.8012/21/2022 610270055.9190.590000 $ 210.00 Oil Sampling Program~ 341261 055.0002992INSIGHT SERVICES, INC007404 ‐ 055.9190.590000 $ 126.00 Oil Sampling Program~ 342416 055.0002992$ 336.0012/21/2022 610271Printed: 1/9/2023 10:22:07AMPage 52 of 57 Item 7Page 54 of 59 CITY OF VERNONOPERATING ACCOUNTWARRANT REGISTER NO. 101JANUARY 17, 2023EARLY CHECKSVENDOR NAME AND NUMBERACCOUNTNUMBERINVOICEAMOUNTDESCRIPTIONINVOICEP.O.#PAYMENTAMOUNTCHECKNUMBERPAYMENTDATE011.1026.502030 $ 3,300.00 LA Co Fire 1014 Medical Insurance 120122TODD HEWETT000332 ‐ $ 3,300.0012/21/2022 610272055.9190.500230 $ 6,615.88 Ammonia Delivery 11/21/22 7152567HILL BROTHERS CHEMICAL CO002208 ‐ $ 6,615.8812/21/2022 610273011.1026.502031 $ 18.07 Medical Services / B. Malkenhorst 111622HOAG000584 ‐ $ 18.0712/21/2022 610274011.1004.502030 $ 250.00 Employer ContribuƟon 12/15/22~ 121522HSA BANK004239 ‐ 011.1043.502030 $ 500.00 Employer ContribuƟon 12/15/22~ 121522$ 750.0012/21/2022 610275020.1084.520000 $ 14,660.25 Hydrant Meter~ 102410 011.0015499IFLOW ENERGY SOLUTIONS007482 ‐ 020.1084.520000 $ 1,502.68 Sales Tax 10.25 102410$ 16,162.9312/21/2022 610276011.1026.594200 $ 75.00 ParƟcipaƟon Fee 273713IGOE & COMPANY, INC000686 ‐ 011.1026.502030 $ 75.00 ParƟcipaƟon Fee 276170$ 150.0012/21/2022 610277055.8000.590000 $ 128.00 Inventory~ 30009656 055.0003023INNER‐TITE CORP.001208 ‐ 055.8000.590000 $ 30.00 Handing Charge~ 30009656 055.0003023055.8000.590000 $ 22.08 Freight 30009656 055.0003023055.8000.590000 $ 16.20 Sales Tax 10.25 30009656$ 196.2812/21/2022 610278011.1026.502031 $ 30.00 Medical Services / V. Malkenhorst 110422JANINE K JENSEN, M.D.006028 ‐ $ 30.0012/21/2022 610279011.1026.502031 $ 175.00 Medical Services / B. Malkenhorst 111122KEITH W. COWHEY, D.D.S., INC006883 ‐ $ 175.0012/21/2022 610280Printed: 1/9/2023 10:22:07AMPage 53 of 57 Item 7Page 55 of 59 CITY OF VERNONOPERATING ACCOUNTWARRANT REGISTER NO. 101JANUARY 17, 2023EARLY CHECKSVENDOR NAME AND NUMBERACCOUNTNUMBERINVOICEAMOUNTDESCRIPTIONINVOICEP.O.#PAYMENTAMOUNTCHECKNUMBERPAYMENTDATE700.7500.705000 $ 2,000.00 SEWC AdministraƟve Services~ 2587KJSERVICES ENVIRONMENTAL CONSU000971 ‐ $ 2,000.0012/21/2022 610281056.5600.520000 $ 523.08 Sand 37639998MARTIN MARIETTA MATERIALS, INC007374 ‐ 056.5600.520000 $ 608.15 Sand 37639999$ 1,131.2312/21/2022 610282055.8100.570000 $ 80.00 Car & Truck Wash Services ~ 1227 055.0002983MAYWOOD CAR WASH000870 ‐ $ 80.0012/21/2022 610283055.9190.590000 $ 1,840.75 Disposal Services 22868MESA ENVIRONMENTAL SERVICES, I007280 ‐ 055.9190.590000 $ 5,000.00 Disposal Services 22869$ 6,840.7512/21/2022 610284055.9100.596200 $ 4,180.00 CriƟcal Service Contract COV4061MILLENNIUM UPS, LLC006248 ‐ $ 4,180.0012/21/2022 610285011.9019.590110 $ 2,758.70 Managed Print Services IN3104700MRC SMART TECHNOLOGY SOLUTIONS006203 ‐ $ 2,758.7012/21/2022 610286011.1046.590000 $ 200.00 Seat Repairs~ 4040 011.0015421NICK ALEXANDER RESTORATION000610 ‐ $ 200.0012/21/2022 610287011.1060.595200 $ 21,887.79 AREA CLEANUP 37378OCEAN BLUE ENVIRONMENTAL SERVI003106 ‐ 011.1043.596200 $ 3,097.90 AREA CLEANUP 37527$ 24,985.6912/21/2022 610288011.1026.502031 $ 20.00 Medical Expense: V. Malkenhorst 100422PACIFICA ORTHOPEDICS004365 ‐ $ 20.0012/21/2022 610289Printed: 1/9/2023 10:22:07AMPage 54 of 57 Item 7Page 56 of 59 CITY OF VERNONOPERATING ACCOUNTWARRANT REGISTER NO. 101JANUARY 17, 2023EARLY CHECKSVENDOR NAME AND NUMBERACCOUNTNUMBERINVOICEAMOUNTDESCRIPTIONINVOICEP.O.#PAYMENTAMOUNTCHECKNUMBERPAYMENTDATE011.1026.502031 $ 36.04 Medical Services / B. Malkenhorst 103122RADIN CARDIOVASCULAR MED GRP005142 ‐ 011.1026.502031 $ 56.04 Medical Services / V. Malkenhorst 103122(2)$ 92.0812/21/2022 610290011.1026.502031 $ 40.00 Medical Expenses / B. Malkenhorst) 100122S.C. NEUROLOGY SPEC. MED GRP007493 ‐ $ 40.0012/21/2022 610291020.1084.520000 $ 2,286.00 Fiƫng~ 2210667 011.0015450SAF‐T‐FLO WATER SERVICES001420 ‐ 020.1084.520000 $ 220.00 Tube Fiƫng~ 2210667 011.0015450020.1084.520000 $ 40.00 Freight 2210667020.1084.520000 $ 256.87 Sales Tax 10.25 2210667$ 2,802.8712/21/2022 610292055.9190.590000 $ 263.52 Inventory~ INV53424 055.0003025SUNSET INDUSTRIAL PARTS, INC007406 ‐ 055.9190.590000 $ 7.24 Freight INV53424055.9190.590000 $ 27.01 Sales Tax 10.25 INV53424$ 297.7712/21/2022 610293011.1048.590000 $ 80.00 Pest Control 12/22~ 428017444TERMINIX COMMERCIAL006985 ‐ 011.1048.590000 $ 69.00 Pest Control 12/22~ 428017526011.1048.590000 $ 69.00 Pest Control 12/22~ 428017724011.1049.590000 $ 89.00 Pest Control 12/22~ 428017947011.1049.590000 $ 69.00 Pest Control 12/22~ 428018013011.1048.590000 $ 85.00 Pest Control 11/22~ 428018111011.1049.590000 $ 69.00 Pest Control 12/22~ 428256480$ 530.0012/21/2022 610294011.1060.595200 $ 2,822.50 Environmental RemediaƟon Services~ 1367056SESPE CONSULTING, INC006997 ‐ $ 2,822.5012/21/2022 610295Printed: 1/9/2023 10:22:07AMPage 55 of 57 Item 7Page 57 of 59 CITY OF VERNONOPERATING ACCOUNTWARRANT REGISTER NO. 101JANUARY 17, 2023EARLY CHECKSVENDOR NAME AND NUMBERACCOUNTNUMBERINVOICEAMOUNTDESCRIPTIONINVOICEP.O.#PAYMENTAMOUNTCHECKNUMBERPAYMENTDATE020.1084.596200 $ 12.09 New Ticket Charges~ 222300440 055.0003031UNDERGROUND SERVICE ALERT000449 ‐ 055.8300.596200 $ 12.08 New Ticket Charges~ 222300440 055.0003031056.5600.596200 $ 12.08 New Ticket Charges~ 222300440 055.0003031057.1057.596200 $ 12.08 New Ticket Charges~ 222300440 055.0003031020.1084.596200 $ 12.08 New Ticket Charges~ 222301252 055.0003031055.8300.596200 $ 12.09 New Ticket Charges~ 222301252 055.0003031056.5600.596200 $ 12.08 New Ticket Charges~ 222301252 055.0003031057.1057.596200 $ 12.08 New Ticket Charges~ 222301252 055.0003031020.1084.596200 $ 12.08 New Ticket Charges~ 222301646 055.0003031055.8300.596200 $ 12.08 New Ticket Charges~ 222301646 055.0003031056.5600.596200 $ 12.09 New Ticket Charges~ 222301646 055.0003031057.1057.596200 $ 12.08 New Ticket Charges~ 222301646 055.0003031020.1084.596200 $ 12.08 New Ticket Charges~ 222302039 055.0003031055.8300.596200 $ 12.08 New Ticket Charges~ 222302039 055.0003031056.5600.596200 $ 12.08 New Ticket Charges~ 222302039 055.0003031057.1057.596200 $ 12.09 New Ticket Charges~ 222302039 055.0003031$ 193.3212/21/2022 610296055.8400.590000 $ 784.09 Electrical Parts ~ S121830716001 055.0002988WALTERS WHOLESALE ELECTRIC, CO002886 ‐ 055.8200.590000 $ 179.24 Parts~ S121911198001 055.0003028055.8200.590000 $ 167.92 Parts~ S121911198001 055.0003028055.8200.590000 $ 518.64 Parts~ S121911198001 055.0003028055.8200.590000 $ 13.12 Parts~ S121911198001 055.0003028055.8200.590000 $ 69.74 Parts~ S121911198001 055.0003028055.8200.590000 $ 2.54 Gasket~ S121911198001 055.0003028055.8200.590000 $ 20.48 Cover~ S121911198001 055.0003028055.8200.590000 $ 99.60 Sales Tax 10.25 S121911198001$ 1,855.3712/21/2022 610297TOTAL EARLY CHECKS$ 2,218,485.08Printed: 1/9/2023 10:22:07AMPage 56 of 57 Item 7Page 58 of 59 CITY OF VERNONOPERATING ACCOUNTWARRANT REGISTER NO. 101JANUARY 17, 2023RECAP BY FUNDFUNDELECTRONIC TOTALEARLY CHECK TOTALWARRANT TOTALGRAND TOTALS$ 2,837,003.69$ 4,816,963.30$0.00$ 1,979,959.61011 ‐ GENERAL650,055.53800,361.880.00150,306.35020 ‐ WATER10,318,146.9610,401,815.970.0083,669.01055 ‐ LIGHT & POWER32,995.4535,497.230.002,501.78056 ‐ NATURAL GAS19,242.7819,291.110.0048.33057 ‐ FIBER OPTIC0.002,000.000.002,000.00700 ‐ SOUTHEAST WATER COALITION JPAGRAND TOTAL$16,075,929.49$0.00$2,218,485.08$13,857,444.41TOTAL CHECKS TO BE PRINTED 0Printed: 1/9/2023 10:22:07AMPage 57 of 57 Item 7Page 59 of 59 City Council Agenda Report Meeting Date:January 17, 2023 From:Carlos Fandino, City Administrator Department:City Administration Submitted by:Diana Figueroa, Administrative Analyst Subject Fire Department Activity Report Recommendation Receive and file the October and November 2022 Fire Department Activity Reports. Background Attached are copies of Fire Department Activity Reports which cover the period of October 1 through October 31 and November 1 through November 30, 2022. The reports are provided by Los Angeles County Fire and consist of incident details and summaries for each month. Fiscal Impact There is no fiscal impact associated with this report. Attachments 1. Fire Department Activity Report – October 2022 2. Fire Department Activity Report – November 2022 Item 8 Page 1 of 19 1 LOS ANGELES COUNTY FIRE DEPARTMENTCITY OF VERNON STATISTICS OCTOBER 2022  Item 8Page 2 of 19 2 Incident Date/Time Basic Incident Number (FD1) Basic Incident Full Address Basic Incident Type Code And Description (FD1.21) Basic Property Pre-Incident Value (FD1.37) Basic Property Losses (FD1.35) Basic Contents Pre-Incident Value (FD1.38) Basic Content Losses (FD1.36) Basic Primary Station Name (FD1.4) Basic Incident Address Favorite Address Postal Code (FD1.78) Basic Person Involved Postal Code (FD3.18) Basic Incident City Name (FD1.16): VERNON CAD Basic Incident Postal Code: 90058 Basic Incident Postal Code (FD1.19): 90058 10/08/2022 LAC22342684 East 51ST Street and S SANTA FE AV VERNON CA 90058 131 - Passenger vehicle fire LAC052 LAC22343504 1875 East 25TH Street and S ALAMEDA ST VERNON CA 90058 100 - Fire, other LAC052 10/24/2022 LAC22361780 150 - Outside rubbish fire, other LAC052 10/26/2022 LAC22364095 East 30TH Street and S SANTA FE AV VERNON CA 90058 151 - Outside rubbish, trash or waste fire LAC052 Count: 4 Count: 4 Count: 4 Count: 4 CITY OF VERNON STATISTICS OCTOBERϮϬϮϮdzW^EdKd>^FIRES  Item 8Page 3 of 19 3 TRANSPORTS: Disposition Incident Patient Disposition (eDisposition.12) Number of Incidents (ALS) Patient Treated, Transported 16 Canceled (Prior to Arrival At Scene) 5 Canceled on Scene (FD Not Needed) 8 Canceled on Scene (Unable to Locate Patient) 3 Care Transferred to BLS 29 Dead Prior to Arrival (814 Sxn I) (DOA) 1 Patient Refusal (AMA) - (No Transport) 16 TYPES AND TOTALS: Cad Initial Cad Incident Type Description Basic Incident Type Code And Description (FD1.21) Number of incidents Property Loss Content Loss Acres Burned Basic Incident Type Category (FD1.21): (None) ALRWF 2 ALRWFR 1 Total: 3 Total: $0 Total: 0 Total: 0 Basic Incident Type Category (FD1.21): 1 - Fire MISC1 150 - Outside rubbish fire, other 1 STRC 151 - Outside rubbish, trash or waste fire 1 VEH 131 - Passenger vehicle fire 1 YARD 100 - Fire, other 1 Total: 4 Total: $0 Total: 0 Total: 0 Basic Incident Type Category (FD1.21): 3 - Rescue & Emergency Medical Service Incident ABDA 321 - EMS call, excluding vehicle accident with injury 1 ASSLTA 321 - EMS call, excluding vehicle accident with injury 1 ASSLTB 321 - EMS call, excluding vehicle accident with injury 4 BACKB 321 - EMS call, excluding vehicle accident with injury 1 BEHAVB 321 - EMS call, excluding vehicle accident with injury 1 CP 321 - EMS call, excluding vehicle accident with injury 3 CVA 321 - EMS call, excluding vehicle accident with injury 1 DB 321 - EMS call, excluding vehicle accident with injury 1 DIAA 321 - EMS call, excluding vehicle accident with injury 1 EMS 321 - EMS call, excluding vehicle accident with injury 3 EYE 321 - EMS call, excluding vehicle accident with injury 1 INJA 321 - EMS call, excluding vehicle accident with injury 3 CITY OF VERNON STATISTICS OCTOBERϮϬϮϮdzW^EdKd>^ Item 8Page 4 of 19 4 Cad Initial Cad Incident Type Description Basic Incident Type Code And Description (FD1.21) Number of incidents Property Loss Content Loss Acres Burned INJB 321 - EMS call, excluding vehicle accident with injury 2 SICKA 321 - EMS call, excluding vehicle accident with injury 4 SICKB 321 - EMS call, excluding vehicle accident with injury 2 STAB 321 - EMS call, excluding vehicle accident with injury 1 TCA 300 - Rescue, EMS incident, other 1 TCA 322 - Motor vehicle accident with injuries 2 TCB 321 - EMS call, excluding vehicle accident with injury 3 TCB 322 - Motor vehicle accident with injuries 1 TCP 321 - EMS call, excluding vehicle accident with injury 1 TCP 322 - Motor vehicle accident with injuries 1 TCP 323 - Motor vehicle/pedestrian accident (MV Ped) 1 TCT 321 - EMS call, excluding vehicle accident with injury 1 UNC 321 - EMS call, excluding vehicle accident with injury 5 Total: 46 Total: $0 Total: 0 Total: 0 Basic Incident Type Category (FD1.21): 4 - Hazardous Condition (No Fire) HM 421 - Chemical hazard (no spill or leak) 1 INVI 451 - Biological hazard, confirmed or suspected 1 STRC 443 - Breakdown of light ballast 1 Total: 3 Total: $0 Total: 0 Total: 0 Basic Incident Type Category (FD1.21): 5 - Service Call ALRA 522 - Water or steam leak 1 ALRWF 522 - Water or steam leak 1 FLOOD 521 - Water evacuation 1 HYD 522 - Water or steam leak 1 Total: 4 Total: $0 Total: 0 Total: 0 Basic Incident Type Category (FD1.21): 6 - Good Intent Call ALRA 600 - Good intent call, other 6 ALRA 611 - Dispatched and cancelled en route 8 ALRMAN 600 - Good intent call, other 1 ALRWF 600 - Good intent call, other 1 ALRWF 611 - Dispatched and cancelled en route 5 ALRWFR 600 - Good intent call, other 1 ALRWFR 611 - Dispatched and cancelled en route 1 ASSLTA 600 - Good intent call, other 1 ASSLTB 611 - Dispatched and cancelled en route 1 GRS 600 - Good intent call, other 1 CITY OF VERNON STATISTICS OCTOBERϮϬϮϮdzW^EdKd>^ Item 8Page 5 of 19 5 Cad Initial Cad Incident Type Description Basic Incident Type Code And Description (FD1.21) Number of incidents Property Loss Content Loss Acres Burned GRS 611 - Dispatched and cancelled en route 1 HYD 600 - Good intent call, other 2 INVI 611 - Dispatched and cancelled en route 1 INVO 600 - Good intent call, other 2 INVO 611 - Dispatched and cancelled en route 1 TCA 600 - Good intent call, other 1 TCB 611 - Dispatched and cancelled en route 1 UNK 600 - Good intent call, other 1 UNK 611 - Dispatched and cancelled en route 1 YARD 600 - Good intent call, other 1 Total: 38 Total: $0 Total: 0 Total: 0 Basic Incident Type Category (FD1.21): 7 - False Alarm & False Call ALRA 744 - Detector activation, no fire - unintentional 1 ALRWF 710 - Malicious, mischievous false call, other 1 ALRWF 744 - Detector activation, no fire - unintentional 2 Total: 4 Total: $0 Total: 0 Total: 0 Total: 102 Total: $0 Total: 0 Total: 0 CITY DETAILS Alarm 'DWH7LPHBasic Incident 1XPEHU)'Cad Initial Cad ,QFLGHQW7\SH'HVFULSWLRQIncident Type Address Basic Incident Full 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OF VERNON STATISTICS OCTOBERϮϬϮϮCITY DETAIL^ Item 8Page 11 of 19 1 LOS ANGELES COUNTY FIRE DEPARTMENT CITY OF VERNON STATISTICS NOVEMBER 2022 Item 8 Page 12 of 19 2 FIRES: Incident Date/Time Basic Incident Number (FD1) Basic Incident Full Address Basic Incident Type Code And Description (FD1.21) Basic Property Pre- Incident Value (FD1.37) Basic Property Losses (FD1.35) Basic Contents Pre- Incident Value (FD1.38) Basic Content Losses (FD1.36) Basic Primary Station Name (FD1.4) Basic Incident Address Favorite Address Postal Code (FD1.78) Basic Person Involved Postal Code (FD3.18) Basic Incident City Name (FD1.16): VERNON CAD Basic Incident Postal Code: 90058 Basic Incident Postal Code (FD1.19): 90058 11/14/2022 LAC22388030 East 28TH Street and S SANTA FE AV VERNON CA 90058 117 - Commercial Compactor fire, confined to rubbish LAC052 LAC22388115 15TH Street and MATEO VERNON CA 90058 150 - Outside rubbish fire, other LAC052 11/15/2022 LAC22389665 154 - Dumpster or other outside trash receptacle fire 500 500 LAC052 11/18/2022 LAC22392497 151 - Outside rubbish, trash or waste fire LAC052 11/21/2022 LAC22397353 South ALAMEDA Street and 25TH ST VERNON CA 90058 151 - Outside rubbish, trash or waste fire LAC052 11/23/2022 LAC22399709 111 - Building fire LAC052 11/25/2022 LAC22402639 111 - Building fire 2,000 0 LAC052 11/26/2022 LAC22403607 117 - Commercial Compactor fire, confined to rubbish 0 0 LAC052 Count: 8 Count: 8 Count: 8 Count: 8 CITY OF VERNON STATISTICSNOVEMBER 2022 TYPES AND TOTALS Item 8 Page 13 of 19 3 TYPES AND TOTALS: Cad Initial Cad Incident Type Description Basic Incident Type Code And Description (FD1.21) Number of incidents Property Loss Content Loss Acres Burned Basic Incident Type Category (FD1.21): (None) ALRWF 1 MISC1 1 Total: 2 Total: $0 Total: 0 Total: 0 Basic Incident Type Category (FD1.21): 1 - Fire 911 111 - Building fire 1 INVO 150 - Outside rubbish fire, other 1 MISC1 151 - Outside rubbish, trash or waste fire 2 RUB 117 - Commercial Compactor fire, confined to rubbish 1 $0 0 RUB 154 - Dumpster or other outside trash receptacle fire 1 $500 STRC 111 - Building fire 1 $2,000 0 VEHL 117 - Commercial Compactor fire, confined to rubbish 1 Total: 8 Total: $2,500 Total: 0 Total: 0 Basic Incident Type Category (FD1.21): 3 - Rescue & Emergency Medical Service Incident ABDB 321 - EMS call, excluding vehicle accident with injury 2 ASSLTB 321 - EMS call, excluding vehicle accident with injury 1 CP 300 - Rescue, EMS incident, other 1 CP 321 - EMS call, excluding vehicle accident with injury 1 DB 321 - EMS call, excluding vehicle accident with injury 1 EMS 321 - EMS call, excluding vehicle accident with injury 3 INJA 321 - EMS call, excluding vehicle accident with injury 3 SICKA 321 - EMS call, excluding vehicle accident with injury 4 TCA 321 - EMS call, excluding vehicle accident with injury 3 TCA 322 - Motor vehicle accident with injuries 4 TCA 324 - Motor vehicle accident with no injuries. 1 TCB 321 - EMS call, excluding vehicle accident with injury 1 TCB 322 - Motor vehicle accident with injuries 1 TCP 322 - Motor vehicle accident with injuries 1 TCT 322 - Motor vehicle accident with injuries 1 UNC 321 - EMS call, excluding vehicle accident with injury 5 WATER 363 - Swift water rescue 1 Total: 34 Total: $0 Total: 0 Total: 0 Basic Incident Type Category (FD1.21): 5 - Service Call ALRWF 522 - Water or steam leak 2 CITY OF VERNON STATISTICSNOVEMBER 2022 TYPES AND TOTALS Item 8 Page 14 of 19 4 Cad Initial Cad Incident Type Description Basic Incident Type Code And Description (FD1.21) Number of incidents Property Loss Content Loss Acres Burned INVO 500 - Service call, other 1 INVO 522 - Water or steam leak 1 Total: 4 Total: $0 Total: 0 Total: 0 Basic Incident Type Category (FD1.21): 6 - Good Intent Call ALRA 600 - Good intent call, other 1 ALRA 611 - Dispatched and cancelled en route 4 ALREMS 600 - Good intent call, other 1 ALRWF 611 - Dispatched and cancelled en route 9 ALRWFR 611 - Dispatched and cancelled en route 3 EMS 600 - Good intent call, other 1 FLOOD 600 - Good intent call, other 1 GSW 622 - No incident found on arrival at dispatch address 1 HYD 611 - Dispatched and cancelled en route 1 INVO 600 - Good intent call, other 1 INVO 611 - Dispatched and cancelled en route 1 MISC1 611 - Dispatched and cancelled en route 2 OD 600 - Good intent call, other 1 TCA 600 - Good intent call, other 1 TCB 600 - Good intent call, other 3 UNC 611 - Dispatched and cancelled en route 1 UNK 650 - Steam, other gas mistaken for smoke, other 1 Total: 33 Total: $0 Total: 0 Total: 0 Basic Incident Type Category (FD1.21): 7 - False Alarm & False Call ALRA 730 - System malfunction, other 1 ALRA 735 - Alarm system sounded due to malfunction 2 ALRA 744 - Detector activation, no fire - unintentional 1 ALRAR 700 - False alarm or false call, other 1 ALRMAN 744 - Detector activation, no fire - unintentional 2 ALRMAN 745 - Alarm system activation, no fire - unintentional 1 Total: 8 Total: $0 Total: 0 Total: 0 Total: 89 Total: $2,500 Total: 0 Total: 0 CITY OF VERNON STATISTICSNOVEMBER 2022 TYPES AND TOTALS Item 8 Page 15 of 19 5 CITY DETAILS: Alarm Date Time Basic Incident Number (FD1) Cad Initial Cad Incident Type Description Incident Type Address Basic Incident Full Street Address Basic First Arrived At Scene Apparatus ID Basic Property Losses (FD1.35) Basic Content Losses (FD1.36) 11/23/2022 LAC22399709 911 111 - Building fire 4460 South PACIFIC Boulevard E52 11/25/2022 LAC22402639 STRC 111 - Building fire 5700 South SANTA FE Avenue E165 2,000 0 11/14/2022 LAC22388030 VEHL 117 - Commercial Compactor fire, confined to rubbish East 28TH Street and S SANTA FE AV VERNON CA 90058 East 28TH Street and S SANTA FE AV E52 11/26/2022 LAC22403607 RUB 117 - Commercial Compactor fire, confined to rubbish 5075 South SANTA FE Avenue E52 0 0 11/14/2022 LAC22388115 INVO 150 - Outside rubbish fire, other 15TH Street and MATEO VERNON CA 90058 15TH Street and MATEO E52 11/18/2022 LAC22392497 MISC1 151 - Outside rubbish, trash or waste fire 2444 South ALAMEDA Street E52 11/21/2022 LAC22397353 MISC1 151 - Outside rubbish, trash or waste fire South ALAMEDA Street and 25TH ST VERNON CA 90058 South ALAMEDA Street and 25TH ST E52 11/15/2022 LAC22389665 RUB 154 - Dumpster or other outside trash receptacle fire 5831 South SANTA FE Avenue E52 500 11/21/2022 LAC22396783 CP 300 - Rescue, EMS incident, other 3163 East VERNON Avenue S13 11/2/2022 LAC22372564 UNC 321 - EMS call, excluding vehicle accident with injury LOMA VISTA Avenue and E 49TH ST VERNON CA 90058 LOMA VISTA Avenue and E 49TH ST S13 11/3/2022 LAC22373752 TCA 321 - EMS call, excluding vehicle accident with injury 4529 DISTRICT Boulevard and E 58TH ST VERNON CA 90058 4529 DISTRICT Boulevard and E 58TH ST S13 11/4/2022 LAC22375613 TCB 321 - EMS call, excluding vehicle accident with injury 3737 South SOTO Street E52 11/9/2022 LAC22381753 EMS 321 - EMS call, excluding vehicle accident with injury 2503 East VERNON Avenue E52 11/10/2022 LAC22383122 SICKA 321 - EMS call, excluding vehicle accident with injury Santa fee East VERNON Avenue and S SANTA FE AV VERNON CA 90058 Santa Fe East VERNON Avenue and S SANTA FE AV E52 11/13/2022 LAC22386126 CP 321 - EMS call, excluding vehicle accident with injury 2443 East 27TH Street E52 11/14/2022 LAC22387486 EMS 321 - EMS call, excluding vehicle accident with injury 3851 South SOTO Street S13 11/14/2022 LAC22387559 ABDB 321 - EMS call, excluding vehicle accident with injury 3340 East LEONIS Boulevard E13 11/16/2022 LAC22389968 ABDB 321 - EMS call, excluding vehicle accident with injury 3153 East VERNON Avenue E52 11/16/2022 LAC22390531 TCA 321 - EMS call, excluding vehicle accident with injury South SOTO Street and E 46TH ST VERNON CA 90058 South SOTO Street and E 46TH ST E52 11/18/2022 LAC22392851 UNC 321 - EMS call, excluding vehicle accident with injury 3275 East VERNON Avenue S13 11/19/2022 LAC22393836 INJA 321 - EMS call, excluding vehicle accident with injury 2266 East 38TH Street E52 11/21/2022 LAC22396560 UNC 321 - EMS call, excluding vehicle accident with injury 5218 South SANTA FE Avenue S13 CITY OF VERNON STATISTICSNOVEMBER 2022 CITY DETAILS Item 8 Page 16 of 19 6 11/21/2022 LAC22397053 EMS 321 - EMS call, excluding vehicle accident with injury 2670 East LEONIS Boulevard S13 11/21/2022 LAC22397234 INJA 321 - EMS call, excluding vehicle accident with injury 3420 East VERNON Avenue S13 11/22/2022 LAC22398190 UNC 321 - EMS call, excluding vehicle accident with injury 2333 East 49TH Street E52 11/23/2022 LAC22399027 SICKA 321 - EMS call, excluding vehicle accident with injury 5925 South ALCOA Avenue S13 11/24/2022 LAC22401398 TCA 321 - EMS call, excluding vehicle accident with injury 1 East SLAUSON Avenue and S DOWNEY RD VERNON CA 90058 1 East SLAUSON Avenue and S DOWNEY RD S13 11/26/2022 LAC22403705 SICKA 321 - EMS call, excluding vehicle accident with injury South ALAMEDA Street and E 49TH ST VERNON CA 90058 South ALAMEDA Street and E 49TH ST E13 11/29/2022 LAC22406837 UNC 321 - EMS call, excluding vehicle accident with injury East 51ST Street and S SANTA FE AV VERNON CA 90058 East 51ST Street and S SANTA FE AV E52 11/29/2022 LAC22407217 DB 321 - EMS call, excluding vehicle accident with injury 4383 East EXCHANGE Avenue S13 11/30/2022 LAC22408190 SICKA 321 - EMS call, excluding vehicle accident with injury 4301 South SANTA FE Avenue S13 11/30/2022 LAC22408856 ASSLTB 321 - EMS call, excluding vehicle accident with injury 4305 South SANTA FE Avenue E52 11/30/2022 LAC22408978 INJA 321 - EMS call, excluding vehicle accident with injury 4305 South SANTA FE Avenue E52 11/1/2022 LAC22371986 TCA 322 - Motor vehicle accident with injuries East VERNON Avenue and S SANTA FE AV VERNON CA 90058 East VERNON Avenue and S SANTA FE AV E52 11/5/2022 LAC22376821 TCA 322 - Motor vehicle accident with injuries 3345 East SLAUSON Avenue S13 11/8/2022 LAC22379867 TCP 322 - Motor vehicle accident with injuries 1 East SLAUSON Avenue and S DOWNEY RD VERNON CA 90058 1 East SLAUSON Avenue and S DOWNEY RD E13 11/21/2022 LAC22396519 TCB 322 - Motor vehicle accident with injuries 2619 South SANTA FE Avenue E13 11/24/2022 LAC22400274 TCT 322 - Motor vehicle accident with injuries 5353 South DOWNEY Road E13 11/28/2022 LAC22405624 TCA 322 - Motor vehicle accident with injuries DISTRICT Boulevard and LOMA VISTA AV VERNON CA 90058 DISTRICT Boulevard and LOMA VISTA AV E13 11/4/2022 LAC22375574 TCA 324 - Motor vehicle accident with no injuries. FRUITLAND Avenue and S SOTO ST VERNON CA 90058 FRUITLAND Avenue and S SOTO ST S13 11/8/2022 LAC22380801 WATER 363 - Swift water rescue LOS ANGELES River and BANDINI BLVD VERNON CA 90058 LOS ANGELES River and BANDINI BLVD Q13 11/21/2022 LAC22396667 INVO 500 - Service call, other BANDINI Boulevard and S SOTO ST VERNON CA 90058 BANDINI Boulevard and S SOTO ST Q13 11/3/2022 LAC22374760 INVO 522 - Water or steam leak 2850 East 44TH Street E52 11/8/2022 LAC22379837 ALRWF 522 - Water or steam leak 3049 East VERNON Avenue E52 11/8/2022 LAC22381064 ALRWF 522 - Water or steam leak 4510 South ALAMEDA Street E52 11/1/2022 LAC22372030 FLOOD 600 - Good intent call, other 2424 East 26TH Street E52 11/2/2022 LAC22373351 ALREMS 600 - Good intent call, other 5820 South ALAMEDA Street E52 11/7/2022 LAC22378631 ALRA 600 - Good intent call, other 5353 South DOWNEY Road E13 CITY OF VERNON STATISTICSNOVEMBER 2022 CITY DETAILS Item 8 Page 17 of 19 7 11/9/2022 LAC22381679 TCA 600 - Good intent call, other 4305 South SANTA FE Avenue S13 11/11/2022 LAC22384198 OD 600 - Good intent call, other 4310 South SANTA FE Avenue E52 11/16/2022 LAC22390437 INVO 600 - Good intent call, other 1669 South MC GARY Street and S ALAMEDA ST VERNON CA 90058 1669 South MC GARY Street and S ALAMEDA ST E13 11/16/2022 LAC22391004 EMS 600 - Good intent call, other South ALAMEDA Street and E 38TH ST VERNON CA 90058 South ALAMEDA Street and E 38TH ST E52 11/17/2022 LAC22392208 TCB 600 - Good intent call, other SEVILLE Avenue and E LEONIS BLVD VERNON CA 90058 SEVILLE Avenue and E LEONIS BLVD E52 11/29/2022 LAC22406806 TCB 600 - Good intent call, other East LEONIS Boulevard and S SOTO ST VERNON CA 90058 East LEONIS Boulevard and S SOTO ST E52 11/30/2022 LAC22408130 TCB 600 - Good intent call, other 2172 25TH Street E13 11/1/2022 LAC22371486 ALRWF 611 - Dispatched and cancelled en route 3435 East VERNON Avenue E52 11/4/2022 LAC22375203 MISC1 611 - Dispatched and cancelled en route 4879 FRUITLAND Avenue 11/5/2022 LAC22376760 ALRWFR 611 - Dispatched and cancelled en route 3255 SACO Street 11/9/2022 LAC22381389 ALRWF 611 - Dispatched and cancelled en route 2800 East 54TH Street E13 11/9/2022 LAC22381443 ALRA 611 - Dispatched and cancelled en route 2926 East 54TH Street 11/10/2022 LAC22382834 ALRWF 611 - Dispatched and cancelled en route 3049 East VERNON Avenue 11/10/2022 LAC22382856 ALRWF 611 - Dispatched and cancelled en route 3049 East VERNON Avenue 11/11/2022 LAC22384561 ALRA 611 - Dispatched and cancelled en route 4401 South DOWNEY Road 11/14/2022 LAC22387959 ALRWF 611 - Dispatched and cancelled en route 4401 South DOWNEY Road E13 11/14/2022 LAC22387988 ALRA 611 - Dispatched and cancelled en route 4401 South DOWNEY Road E13 11/15/2022 LAC22388796 UNC 611 - Dispatched and cancelled en route 2901 SACO Street E52 11/19/2022 LAC22393928 ALRWF 611 - Dispatched and cancelled en route 3030 East LEONIS Boulevard 11/21/2022 LAC22396496 ALRWF 611 - Dispatched and cancelled en route 5383 South ALCOA Avenue 11/22/2022 LAC22398402 ALRA 611 - Dispatched and cancelled en route 4623 MAYWOOD Avenue E13 11/24/2022 LAC22400489 INVO 611 - Dispatched and cancelled en route South ALAMEDA Street and 25TH ST VERNON CA 90058 South ALAMEDA Street and 25TH ST 11/25/2022 LAC22401732 ALRWFR 611 - Dispatched and cancelled en route 4460 South PACIFIC Boulevard 11/25/2022 LAC22401748 ALRWFR 611 - Dispatched and cancelled en route 4460 South PACIFIC Boulevard 11/26/2022 LAC22402747 HYD 611 - Dispatched and cancelled en route ROSS Street and E 38TH ST VERNON CA 90058 ROSS Street and E 38TH ST 11/28/2022 LAC22405070 ALRWF 611 - Dispatched and cancelled en route 2800 East 54TH Street E13 CITY OF VERNON STATISTICSNOVEMBER 2022 CITY DETAILS Item 8 Page 18 of 19 8 11/28/2022 LAC22405230 MISC1 611 - Dispatched and cancelled en route MALBURG Way and E SLAUSON AV VERNON CA 90058 MALBURG Way and E SLAUSON AV 11/30/2022 LAC22408417 ALRWF 611 - Dispatched and cancelled en route 3049 East VERNON Avenue 11/7/2022 LAC22379532 GSW 622 - No incident found on arrival at dispatch address 3855 South SOTO Street 11/9/2022 LAC22381350 UNK 650 - Steam, other gas mistaken for smoke, other East 38TH Street and S SANTA FE AV VERNON CA 90058 East 38TH Street and S SANTA FE AV E52 11/8/2022 LAC22380588 ALRAR 700 - False alarm or false call, other 4623 MAYWOOD Avenue E13 11/18/2022 LAC22393272 ALRA 730 - System malfunction, other 4401 South DOWNEY Road E13 11/26/2022 LAC22403183 ALRA 735 - Alarm system sounded due to malfunction 2914 East 46TH Street E52 11/26/2022 LAC22403402 ALRA 735 - Alarm system sounded due to malfunction 2914 East 46TH Street E52 11/1/2022 LAC22371636 ALRMAN 744 - Detector activation, no fire - unintentional 4950 South SANTA FE Avenue E52 11/15/2022 LAC22388792 ALRMAN 744 - Detector activation, no fire - unintentional 2198 ANDERSON Street E52 11/18/2022 LAC22393523 ALRA 744 - Detector activation, no fire - unintentional 3839 South SANTA FE Avenue E52 11/21/2022 LAC22397342 ALRMAN 745 - Alarm system activation, no fire - unintentional 2335 East 52ND Street E52 11/2/2022 LAC22372741 ALRWF 6250 South BOYLE Avenue E13 11/2/2022 LAC22373118 MISC1 South SOTO Street and E 54TH ST VERNON CA 90058 South SOTO Street and E 54TH ST E13 Count: 88 CITY OF VERNON STATISTICSNOVEMBER 2022 CITY DETAILS Item 8 Page 19 of 19 6 2 City Council Agenda Report Meeting Date:January 17, 2023 From:Robert Sousa, Chief of Police Department:Police Submitted by:Donna Aggers, Records Manager Subject Police Department Activity Report Recommendation Receive and file the November 2022 Police Department Activity Report. Background The Vernon Police Department’s activity report consists of activity during the specified reporting period, including a summary of calls for service, and statistical information regarding arrests, traffic collisions, stored and impounded vehicles, recovered stolen vehicles, the number of citations issued, and the number of reports filed. Fiscal Impact There is no fiscal impact associated with this report. Attachments 1. Police Department Activity Report – November 2022 Item 9 Page 1 of 58 Type VERNON POLICE DEPARTMENT Department Activity Report Jurisdiction: First Date: Last Date: 11/01/2022 11/30/2022 Department All Units Primary Unit VERNON Description Complaint VPD 10-6 OFFICER IS 10-6 C7,961,962,10-10, WASH, EQUIPMENT,ETC 189 170 10-96H PICK UP THE JAIL PAPER WORK FROM HP JAIL 5 3 140 SUPPLEMENTAL REPORT 9 8 20001R INJURY HIT AND RUN REPORT 1 1 20002 NON-INJURY HIT AND RUN 10 7 20002R NON-INJURY HIT AND RUN REPORT 12 7 211R ROBBERY REPORT 6 2 211S SILENT ROBBERY ALARM 6 1 242 BATTERY 6 2 245 ASSAULT WITH A DEADLY WEAPON 4 1 246R SHOOTING AT AN OCCUPIED DWELLING OR VEHICLE REPORT 2 1 273.5R DOMESTIC VIOLENCE REPORT 8 1 415 DISTURBING THE PEACE 62 20 417 BRANDISHING A WEAPON 2 1 459 BURGLARY 18 4 459A AUDIBLE BURGLARY ALARM 329 172 459R BURGLARY REPORT 16 8 459S SILENT BURGLARY ALARM 15 8 459V BURGLARY TO A VEHICLE 7 2 459VR BURGLARY TO A VEHICLE REPORT 25 19 476R FRAUD REPORT 1 1 484 PETTY THEFT 13 5 484R PETTY THEFT REPORT 13 8 487 GRAND THEFT 4 1 487R GRAND THEFT REPORT 17 11 586 PARKING PROBLEM 73 65 586E PARKING ENFORCEMENT 7 7 594 VANDALISM 15 4 594R VANDALISM REPORT 23 13 602 TRESPASS 66 25 647F DRUNK IN PUBLIC 2 1 653MR ANNOYING PHONE CALLS REPORT 2 1 901 UNKNOWN INJURY TRAFFIC COLLISION 6 2 901T INJURY TRAFFIC COLLISION 39 14 901TR INJURY TRAFFIC COLLISION REPORT 14 5 902T NON-INJURY TRAFFIC COLLISION 84 48 902TR NON-INJURY TRAFFIC COLLISION REPORT 1 1 909C TRAFFIC CONTROL 1 1 909E TRAFFIC ENFORCEMENT 23 21 909T TRAFFIC HAZARD 5 3 911A CONTACT THE REPORTING PARTY 31 19 917A ABANDONED VEHICLE 6 4 925 SUSPICIOUS CIRCUMSTANCES 70 29 927 UNKNOWN TROUBLE 6 2 A211 ATTEMPT ROBBERY 4 1 A459R ATTEMPT BURGLARY REPORT 1 1 AGTAR ATTEMPT GRAND THEFT AUTO REPORT 4 3 1Page of 312/01/2022 00:12:01 Item 9 Page 2 of 58 Type VERNON POLICE DEPARTMENT Department Activity Report Jurisdiction: First Date: Last Date: 11/01/2022 11/30/2022 Department All Units Primary Unit VERNON Description Complaint VPD ASSISTFD ASSIST FIRE DEPARTMENT 47 21 BOSIG BROKEN SIGNAL OR LIGHT 3 2 BOVEH BROKEN DOWN VEHICLE 41 24 CITCK CITATION CHECK 4 4 CIVIL CIVIL MATTER 5 2 CODE5 SURVEILLANCE/STAKE-OUT 5 2 COP COP DETAIL 6 5 DEAD ANIMAL DEAD ANIMAL FOR REMOVAL 1 1 DET DETECTIVE INVESTIGATION 56 23 DETAIL DETAIL 4 4 DPTAST DEPARTMENTAL ASSIST 19 7 DUI DRIVING UNDER THE INFLUENCE 7 2 FILING OFFICER IS 10-6 REPORT WRITING 98 96 FOUND FOUND PROPERTY REPORT 3 3 FU FOLLOW UP 12 8 GTAR GRAND THEFT AUTO REPORT 14 10 HBC HAILED BY A CITIZEN 15 11 ID THEFT RPT IDENTITY THEFT REPORT 3 2 ILLDPG ILLEGAL DUMPING 2 1 KTP KEEP THE PEACE 7 3 LOCATE LOCATED VERNON STOLEN VEHICLE / PLATES VIA TELETYPE 2 2 LOJACK LOJACK HIT 1 1 LPR LICENSE PLATE READER 5 2 MISPLOCATE LOCATED MISSING PERSON REPORT 3 1 MR60 MISC REPORT 7 2 PAPD PUBLIC ASSIST-POLICE 18 11 PATCK PATROL CHECK 238 187 PEDCK PEDESTRIAN CHECK 42 23 PLATE LOST OR STOLEN PLATES REPORT 3 2 PRSTRAN PRISONER TRANSPORTED 7 6 REC RECOVERED STOLEN VEHICLE IN THE FIELD 29 17 RECKLESS DRV RECKLESS DRIVING (23103)7 4 REPO REPOSSESSION 2 2 ROADRAGE ROAD RAGE 5 2 RR RAIL ROAD PROBLEM 4 2 SHOTS HEARD SHOTS HEARD 6 2 SRMET SRMET DETAIL 20 18 SUICIDAL SUB SUICIDAL SUBJECT 3 1 TRAFFIC STOP TRAFFIC STOP 303 213 UNATTACHEDTRUNATTACHED TRAILER 5 4 VCK VEHICLE CHECK 139 100 VEH RELEASE VEHICLE RELEASE 6 5 VMCVIO VERNON MUNICIPAL CODE VIOLATION 9 5 WARRANT WARRANT ARREST 2 2 WELCK WELFARE CHECK 43 18 Department: 2524 1597 2Page of 312/01/2022 00:12:01 Item 9 Page 3 of 58 Type VERNON POLICE DEPARTMENT Department Activity Report Jurisdiction: First Date: Last Date: 11/01/2022 11/30/2022 Department All Units Primary Unit VERNON Description Complaint Overall: 2524 1598 3Page of 312/01/2022 00:12:01 Item 9 Page 4 of 58 VERNON POLICE DEPARTMENT Police Activity Report Period Ending: 11/30/22 TRAFFIC COLLISIONS NO. PROPERTY RECOVERED TOTAL 39 VEHICLES: $354,000.00 NON-INJURY 19 INJURY 20 Persons Injured 25 Pedestrian 0 Fatalities 0 City Property Damage 4 Hit & Run (Felony) 1 Hit & Run (Misdemeanor) 7 VEHICLES STORED PROPERTY RECOVERED FOR Unlicensed Driver/Impounded Vehicle 23 OTHER DEPARTMENTS Unattached Trailer 0 VEHICLES: $125,102.00 Abandoned/Stored Vehicle 18 Traffic Hazard 0 CITATIONS Citations Iss (Prisoner Release) 21 Citations Iss (Other Violations) 0 Parking 90 Hazardous 82 Non-Hazardous 35 Citations Iss (Moving) 117 Citations Iss (Total) 207 CASES CLEARED BY ARREST AR22-381 CR22-2052 14601.2(A) VC AR22-401 CR22-2215 484(A) PC AR22-382 CR22-2056 20002 VC AR22-402 CR22-2214 484(A) PC AR22-383 CR22-2080 23110(A) VC AR22-404 CR22-2222 11364(A) HS AR22-384 CR22-2082 243(E)(1) PC AR22-405 CR22-2222 11364(A) HS AR22-385 CR22-2085 11364(A) HS AR22-406 CR22-2224 11364(A) HS AR22-387 CR22-2098 594(B)(1) PC AR22-408 CR22-2248 602 PC AR22-388 CR22-2101 594 PC AR22-390 CR22-2122 602(O) PC AR22-392 CR22-2147 459 PC AR22-394 CR22-2161 10851(A) VC AR22-398 CR22-2211 10851(A) VC AR22-399 CR22-2212 14601.2(A) VC Item 9 Page 5 of 58 MALE FEMALE TOTAL ARSON ASSAULT BURGLARY (& ATTEMPTED)1 CARRY LOADED FIREARM PERSON/VEH CORPORAL INJURY ON SPOUSE/COHABITANT DRIVING UNDER THE INFLUENCE w/ INJURY EMBEZZLEMENT GRAND THEFT: AUTO (& ATTEMPTED)1 1 GRAND THEFT: PROPERTY (& ATTEMPTED) HIT/RUN PAROLE HOLD POSSESSION OF STOLEN PROPERTY RAPE RESISTING/OBSTRUCTING ROBBERY SEXUAL BATTERY VANDALISM WARRANT (VERNON)2 WARRANT (OUTSIDE AGENCY)1 WEAPONS TOTAL FELONY ARRESTS 5 1 6 MALE FEMALE TOTAL ASSAULT 1 CARRY LOADED FIREARM PERSON/VEH DISPLAY UNLAWFUL VEH REGISTRATION DRIVING WITH SUSPENDED LICENSE 1 1 DRUNK IN PUBLIC DUI 6 FAIL TO SIGN CITATION MAIL THEFT MUNICIPAL CODE - DRINKING IN PUBLIC OPERATE VEHICLE W/O INTERLOCK DEV PETTY THEFT 2 POSSESSION OF NARCOTICS POSSESSION OF PARAPHERNALIA 3 1 POSSESSION OF STOLEN PROPERTY POSSESSION OF SUBT SIMILAR TO TOLUENE RECKLESS DRIVING RESISTING/OBSTRUCTING SPEED CONTEST THREATS THROW SUBSTANCE AT VEHICLE 1 TRESPASSING 1 1 UNDETECTABLE FIREARM VANDALISM 2 VEHICLE TAMPERING VIOLATE COURT ORDER WARRANT (OUTSIDE AGENCY) WARRANT (VERNON)1 1 WEAPONS TOTAL MISD. ARRESTS 18 4 22 MALE FEMALE TOTAL BURGLARY 0 CARRY LOADED FIREARM IN PUBLIC 0 ROBBERY 0 VANDALISM 0 WARRANT 0 TOTAL JUVENILES DET.0 0 0 134 273 0 0 TOTAL FELONY ARRESTS (ADULT) TO DATE: TOTAL MISDEMEANOR ARRESTS (ADULT) TO DATE: TOTAL JUVENILES DETAINED (FELONY AND MISDEMEANOR) TO DATE: TOTAL ARRESTS AND DETAINED JUVENILES (FELONY AND MISDEMEANOR) TO DATE: VERNON POLICE DEPARTMENT REPORT FOR PERSONS ARRESTED ADULT FELONY ARRESTS AND DISPOSITIONS PERIOD ENDING: 11/30/2022 ADULT MISDEMEANOR ARRESTS AND DISPOSITIONS JUVENILES DETAINED --- FELONY AND MISDEMEANOR Item 9 Page 6 of 58 VERNON POLICE DEPARTMENT Call Log Report Type All Unit Times and Location with OCA's Jurisdiction: First Date: Last Date: 11/01/2022 11/01/2022 Call Number Disp Ten Code Caller Address Officer UnitDep Unit Time Dispatch Enroute Depart Arrive Remove Comp VERNON Received Complaint OnScene 20221121641 GIFFORD AV // FRUITLAND AV, VERNONVCK 08:25:1011/01/2022VI RPT Department OCA Number RMS Juris VPD CR22-2051 CA0197300 VPD OURIQUE,CARLOS *32 09:06:5008:25:10 VPD CEDENO,RUTH 2P8 08:26:25 09:06:4908:34:15 20221121667 11702 SUCCESS, VERNONDET 12:47:5911/01/2022VREC VPD MADRIGAL,ALFONSO *5D33 14:24:5712:47:59 VPD SWINFORD,PHILLIP 5D32 14:24:5612:49:08 VPD MANNINO,NICHOLAS 5D35 14:24:5712:49:09 20221121673 E 50TH // DOWNEY RD, VERNONTRAFFIC STOP 14:02:3011/01/2022CITE 1015 RPT Department OCA Number RMS Juris VPD CR22-2052 CA0197300 VPD OURIQUE,CARLOS *32 14:31:0314:02:30 VPD ZOZAYA,OSCAR 44W 14:16:15 14:31:0414:20:38 20221121676 SLAUSON // PACIFIC, VERNONDPTAST HPPD15:03:3711/01/2022RPT Department OCA Number RMS Juris VPD CR22-2053 CA0197300 VPD CR22-2054 CA0197300 VPD ZOZAYA,OSCAR *44W 15:04:10 15:04:17 16:21:4015:11:29 VPD OURIQUE,CARLOS 32 15:05:05 16:12:4915:11:33 VPD HERNANDEZ,MIGUEL,JR 47E 15:04:13 15:04:19 16:21:4115:11:31 VPD MANNINO,NICHOLAS 5D35 16:21:4115:18:32 VPD HERRERA,GUSTAVO L2 16:21:4115:15:50 VPD ESTRADA,IGNACIO S2 16:21:4215:06:29 * Denotes Primary Unit 1Page of 111/02/2022 00:15:29 Item 9 Page 7 of 58 VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:11/02/202211/02/2022Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene202211216942825 E 44TH, VERNON459VRLINEAGE06:13:5911/02/2022RPTDepartmentOCA NumberRMS JurisVPDCR22-2055CA0197300VPDVASQUEZ,LUIS*41E06:15:3906:45:5406:16:41VPDHERNANDEZ,EDWARD44W06:27:4606:22:29202211216992435 E 37TH, VERNONBOVEHAT&T MOBILITY 800 635 6840 407:42:0711/02/20221015VPDLANDA,RAFAEL*47W07:43:5207:44:58 10:57:1008:09:29VPDCERDA,PAUL,JR41E07:44:3008:03:34VPDCERDA,EUGENIO43E07:46:0910:28:0407:47:12VPDONOPA,DANIELS408:35:0509:32:1708:39:25VIRTELSTOWVIRTELSTOW07:51:59 07:52:4409:30:4408:13:36202211217002901 SACO, VERNON20002RMODERNICA08:00:2111/02/2022RPTDepartmentOCA NumberRMS JurisVPDCR22-2056CA0197300VPDLANDA,RAFAEL*47W08:03:2208:03:39VPDCERDA,PAUL,JR41E08:03:3609:15:2608:05:01202211217025500 S BOYLE AV, VERNONRECSTYLE MELODY08:28:0711/02/2022VRECDepartmentOCA NumberRMS JurisVPDCR22-2057CA0197300VPDZOZAYA,OSCAR*44W08:43:3809:30:3708:48:28MR C TOWMR C TOW08:58:59 08:59:0709:30:4909:08:12202211217051925 E VERNON AV, VERNONGTARHI DESERT09:28:4411/02/2022RPTDepartmentOCA NumberRMS JurisVPDCR22-2058CA0197300VPDZOZAYA,OSCAR*44W09:34:1310:30:1909:37:53202211217071Page of 212/13/202209:36:54 Item 9Page 8 of 58 VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:11/02/202211/02/2022Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene202211217073055 E 44TH, VERNON459VROVERHILL FARMS10:15:5911/02/2022RPTDepartmentOCA NumberRMS JurisVPDCR22-2059CA0197300VPDCERDA,EUGENIO*43E10:28:0811:22:2610:33:52202211217102825 E 44TH, VERNON140LINEAGE10:55:0811/02/2022SUPVPDCERDA,PAUL,JR*41E11:16:4911:22:47VPDCERDA,EUGENIO43E11:22:3811:53:4211:23:55202211217124809 ALCOA AV, VERNON594RGOLDEN STAR IMPORTS11:17:0811/02/2022RPTDepartmentOCA NumberRMS JurisVPDCR22-2060CA0197300VPDCERDA,PAUL,JR*41E11:22:4811:56:4011:28:36202211217164575 E DISTRICT BL, VERNON594RGTS12:30:2411/02/2022RPTDepartmentOCA NumberRMS JurisVPDCR22-2061CA0197300VPDLANDA,RAFAEL*47W12:57:1712:31:312022112172683RD // GRAHAM, VERNONLOCATEKELMARK /LASD CENTURY15:11:2011/02/2022VREC202211217345685 ALCOA AV, VERNON459QX LOGISTICS19:16:4811/02/2022RPTDepartmentOCA NumberRMS JurisVPDCR22-2062CA0197300VPDGODOY,RAYMOND*43E19:21:5421:38:1419:24:38VPDHERNANDEZ,EDWARD4419:23:1521:38:1519:30:15VPDVASQUEZ,LUIS47W19:23:1721:38:1519:30:13VPDSANTOS,DANIELS121:24:1019:24:04VPDRAMOS,JOSES721:24:2119:30:202Page of 12/13/202209:36:542 Item 9Page 9 of 58 VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:11/03/202211/03/2022Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene202211217424529 E DISTRICT BL, VERNON901T04:13:3911/03/2022RPTORVSDepartmentOCA NumberRMS JurisVPD CR22-2063 CA0197300VPDGODOY,RAYMOND*43E04:14:47 04:14:5105:49:2204:18:51VPDHERNANDEZ,EDWARD4404:14:48 04:14:4905:26:0204:16:43VPDVASQUEZ,LUIS47W04:14:5305:00:3904:16:44202211217442900 AYERS AV, VERNON487RHARVEST MEAT04:55:5211/03/2022RPTRPTDepartmentOCA NumberRMS JurisVPD CR22-2064 CA0197300VPDVASQUEZ,LUIS*47W05:00:42 05:01:3206:10:4305:26:11VPDHERNANDEZ,EDWARD4406:10:4305:26:06202211217482300 E 57TH, VERNON459RJETRO06:19:5311/03/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-2065 CA0197300VPDHERNANDEZ,EDWARD*4406:20:42 06:20:5906:57:5706:24:33VPDVASQUEZ,LUIS47W06:40:2006:57:5706:44:08202211217575000 PACIFIC BL, VERNONGTARMRS GOOCHS WHOLESALE09:39:5111/03/2022VOIDASSTDepartmentOCA NumberRMS JurisVPD CR22-2066 CA0197300VPDCERDA,PAUL,JR*4109:42:3109:48:06VPDLANDA,RAFAEL31E09:48:0210:31:0909:49:24202211217592034 E 27TH, VERNON484GREAT BUY PRODUCTS10:31:0011/03/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-2067 CA0197300VPDCERDA,EUGENIO*32W10:31:54 10:32:1211:06:0410:36:15VPDCERDA,PAUL,JR4110:31:56 10:32:1410:58:4010:35:30202211217611Page of 211/04/202205:01:41 Item 9Page 10 of 58 VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:11/03/202211/03/2022Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene202211217615353 DOWNEY RD, VERNON902TJ & J SNACK10:53:2811/03/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-2068 CA0197300VPDCERDA,PAUL,JR*4110:58:4112:00:4511:03:46VPDCERDA,EUGENIO32W12:00:4511:16:01202211217704717 E DISTRICT BL, VERNONA459RRICHARD FREEMAN13:50:5011/03/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-2069 CA0197300VPDLANDA,RAFAEL*31E13:55:20 13:55:4014:37:0814:02:33* Denotes Primary Unit2Page of 211/04/202205:01:41 Item 9Page 11 of 58 VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:11/04/202211/04/2022Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene202211218002020 E 25TH, VERNONREC00:18:4211/04/2022VRECDepartmentOCA NumberRMS JurisVPD CR22-2070 CA0197300VPDCAM,PATRICK*44W01:34:0300:18:43202211218132323 E VERNON AV, VERNONAGTARPETRELLI08:01:0211/04/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-2071 CA0197300VPDCERDA,EUGENIO*4708:06:15 08:06:2408:07:55VPDCAM,PATRICK4408:07:5209:59:4708:11:4720221121819S ATLANTIC BL // BANDINI BL, VERNON901TALVARO SANTOS09:46:4411/04/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-2072 CA0197300VPDSALDANA,CARLOS*41E09:48:18 09:48:3810:35:5009:58:48VPDCERDA,EUGENIO4709:50:0310:35:3509:55:29202211218272323 E VERNON AV, VERNONFU12:44:4811/04/2022SUPRPTVPDSWINFORD,PHILLIP*5D3212:47:4712:44:49VPDVELEZ,MARISSA43W13:16:0714:01:3113:18:42VPDMADRIGAL,ALFONSO5D3314:12:3012:47:4420221121829FRUITLAND AV // SOTO, VERNON20002RT-MOBILE USA 888-662-4662 OPT 415:06:0511/04/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-2073 CA0197300VPDCERDA,EUGENIO*4715:07:23 15:07:2416:43:0415:11:22VPDSALDANA,CARLOS41E15:43:5515:14:17VPDVELEZ,MARISSA43W15:18:4015:59:3515:21:4120221121831E 37TH // SOTO, VERNON901TT-Mobile USA 888-662-4662 opt 415:46:4011/04/2022RPTVSDepartmentOCA NumberRMS JurisVPD CR22-2074 CA01973001Page of 211/05/202206:00:53 Item 9Page 12 of 58 VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:11/04/202211/04/2022Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene20221121831E 37TH // SOTO, VERNON901TT-Mobile USA 888-662-4662 opt 415:46:4011/04/2022RPTVSDepartmentOCA NumberRMS JurisVPD CR22-2074 CA0197300VPDSALDANA,CARLOS*41E17:30:2315:58:30VPDVELEZ,MARISSA43W15:59:3817:30:2316:04:56* Denotes Primary Unit2Page of 211/05/202206:00:53 Item 9Page 13 of 58 VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:11/05/202211/05/2022Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene202211219114330 E 26TH, VERNONVCK12:58:4311/05/2022RPTVIDepartmentOCA NumberRMS JurisVPD CR22-2075 CA0197300VPDGONZALEZ,BRITTANY*48E14:01:4812:58:43VPDVELASQUEZ,RICHARD4113:09:51 13:09:5113:38:2813:16:2220221121912E WASHINGTON BL // INDIANA, VERNONRECLASO EAST LOS ANGELES14:55:4111/05/2022VRECRPTDepartmentOCA NumberRMS JurisVPD CR22-2076 CA0197300VPDFLORES,TERESA*3214:58:37 14:59:0515:37:4515:03:32VPDVELASQUEZ,RICHARD4114:59:2816:14:1115:06:07VPDSALDANA,CARLOS4717:27:3917:27:42VPDGONZALEZ,BRITTANY48E15:22:5216:36:3315:29:03202211219153345 E SLAUSON AV, VERNON901TGEORGE16:14:5211/05/2022RPTVSDepartmentOCA NumberRMS JurisVPD CR22-2077 CA0197300VPDMACIEL,CYNTHIA*43W16:16:1817:55:0516:19:42VPDFLORES,TERESA3216:16:5317:09:3116:19:45VPDVELASQUEZ,RICHARD4116:16:5616:24:07VPDSALDANA,CARLOS4716:16:4917:01:1016:19:39VPDGONZALEZ,BRITTANY48E16:36:3917:01:40202211219242019 E 48TH, VERNONVCK19:16:2911/05/2022VSDepartmentOCA NumberRMS JurisVPD CR22-2079 CA0197300VPDCAM,PATRICK*44W21:40:3719:16:32VPDHERNANDEZ,MELISSA A41E19:28:3419:47:5919:36:28VPDREDONA,BRYAN43W19:16:3519:16:59202211219262049 E 38TH, VERNON459RW5 CONCEPTS19:45:3911/05/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-2078 CA0197300VPDREDONA,BRYAN*43W19:48:25 19:49:0020:53:5319:51:431Page of 211/06/202205:35:06 Item 9Page 14 of 58 VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:11/05/202211/05/2022Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene20221121930S ATLANTIC BL // DISTRICT BL, VERNON594R21:45:1411/05/20221015CITERPTDepartmentOCA NumberRMS JurisVPD CR22-2080 CA0197300VPDHERNANDEZ,MELISSA A*41E21:47:51 21:48:2400:18:4321:53:50VPDLUCAS,JASON22E21:47:52 21:48:2521:57:0321:53:56VPDREDONA,BRYAN43W00:18:4421:54:57VPDCAM,PATRICK44W22:03:5623:18:3822:04:33* Denotes Primary Unit2Page of 211/06/202205:35:06 Item 9Page 15 of 58 VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:11/06/202211/06/2022Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene202211219412079 E 37TH, VERNONVCK01:09:4911/06/2022VSDepartmentOCA NumberRMS JurisVPD CR22-2081 CA0197300VPDENCINAS,ANTHONY*S501:10:0401:09:50VPDESCARPE,ALAN1Z801:15:5801:10:02VPDREDONA,BRYAN43W01:09:5501:25:0201:11:47VPDCAM,PATRICK44W01:09:5401:55:3801:11:45202211219565119 S DISTRICT BL, VERNON S/A A273.5RAMAZON06:31:4511/06/20221015RPTDepartmentOCA NumberRMS JurisVPD CR22-2082 CA0197300VPDHERNANDEZ,MELISSA A*41E06:35:4707:15:2606:41:03VPDESCARPE,ALAN1Z806:42:1406:47:53VPDGONZALEZ,BRITTANY31E06:49:5908:37:2706:56:46VPD32W06:51:2707:35:4706:56:45VPDREDONA,BRYAN43W07:05:1406:41:10VPDCAM,PATRICK44W06:42:1206:47:51VPD4706:51:4507:05:2007:01:37VPDOURIQUE,CARLOSXS06:53:2207:44:0906:57:3920221121959EVERETT CT // FRUITLAND AV, VERNONVCK07:44:3611/06/2022VIRPTCITEDepartmentOCA NumberRMS JurisVPD CR22-2083 CA0197300VPDOURIQUE,CARLOS*XS08:29:4407:44:36202211219634770 E 48TH, VERNONVCK09:02:4011/06/2022VSRPTDepartmentOCA NumberRMS JurisVPD CR22-2084 CA0197300VPDSALDANA,CARLOS*4709:54:5809:02:40VPDOURIQUE,CARLOSXS09:04:2309:22:5609:10:15202211219681Page of 211/07/202204:06:24 Item 9Page 16 of 58 VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:11/06/202211/06/2022Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene202211219683809 S SOTO, VERNONGTAR10:59:1911/06/2022VRECRPTVPDMACIEL,CYNTHIA*32W11:01:12 11:01:3013:56:5811:23:34202211219702424 E 26TH, VERNONPEDCK12:08:4411/06/20221015RPTCITEDepartmentOCA NumberRMS JurisVPD CR22-2085 CA0197300VPDOURIQUE,CARLOS*XS12:29:5512:08:45* Denotes Primary Unit2Page of 211/07/202204:06:24 Item 9Page 17 of 58 VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:11/07/202211/07/2022Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene20221122009BANDINI BL // INDIANA, VERNON909E04:44:4711/07/2022VIDepartmentOCA NumberRMS JurisVPD CR22-2086 CA0197300VPDESCARPE,ALAN*43E04:59:40 04:59:4406:25:0505:11:48VPDHERNANDEZ,MELISSA A41W05:50:2106:22:3806:01:2320221122024EVERETT CT // FRUITLAND AV, VERNON58608:48:4311/07/2022VIRPTDepartmentOCA NumberRMS JurisVPD CR22-2087 CA0197300VPDCEDENO,RUTH*2P809:31:0208:48:4320221122029E 25TH // ALAMEDA, VERNONTRAFFIC STOP10:22:3011/07/2022RPT1015VPDOURIQUE,CARLOS*32W11:36:4310:22:30VPDGONZALEZ,BRITTANY31E10:48:0310:37:54VPDZOZAYA,OSCAR47W10:24:2310:47:5910:25:50202211220302049 E 38TH, VERNON140W5 CONCEPTS10:43:4211/07/2022SUPVPDZOZAYA,OSCAR*47W10:47:5911:07:2010:51:0020221122035GIFFORD AV // FRUITLAND AV, VERNON58611:10:0111/07/2022VSDepartmentOCA NumberRMS JurisVPD CR22-2088 CA0197300VPDCEDENO,RUTH*2P812:32:2011:10:01VPDGONZALEZ,BRITTANY31E11:42:1111:28:31202211220464528 BANDINI BL, VERNON594RAUSTIN TRUCKING13:33:5211/07/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-2089 CA0197300VPDHERNANDEZ,MIGUEL,JR*44E13:36:1313:37:16VPDOURIQUE,CARLOS32W13:37:1314:38:4813:44:101Page of 211/08/202200:33:21 Item 9Page 18 of 58 VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:11/07/202211/07/2022Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene202211220511937 E VERNON AV, VERNON911AUNK14:32:3311/07/2022METRPTDepartmentOCA NumberRMS JurisVPD CR22-2090 CA0197300VPDZOZAYA,OSCAR*47W14:39:0516:10:4914:39:14VPDCERDA,EUGENIOMET115:09:5917:08:1515:34:55202211220573301 FRUITLAND AV, VERNON911A16:13:5211/07/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-2091 CA0197300VPDOURIQUE,CARLOS*32W16:14:52 16:15:1518:51:2616:21:58202211220613211 FRUITLAND AV, VERNON484RBARKSDALE16:59:3611/07/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-2092 CA0197300VPDGONZALEZ,BRITTANY*31E17:01:12 17:23:5417:03:30 17:58:1317:30:26VPDHERNANDEZ,MIGUEL,JR44E17:58:1317:46:15202211220652600 S SANTA FE AV, VERNONGTAR18:23:3211/07/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-2093 CA0197300VPDZOZAYA,OSCAR*47W18:58:3518:30:39* Denotes Primary Unit2Page of 211/08/202200:33:21 Item 9Page 19 of 58 VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:11/08/202211/08/2022Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene202211220942939 BANDINI BL, VERNON902T08:23:4811/08/2022RPTORDepartmentOCA NumberRMS JurisVPD CR22-2095 CA0197300VPDHERNANDEZ,MIGUEL,JR*44W08:25:4608:30:14 10:09:5808:44:49202211221013770 E WASHINGTON BL, VERNON901TJOHN ANDERSON08:54:2611/08/2022RPTVSDepartmentOCA NumberRMS JurisVPD CR22-2094 CA0197300VPDMACIEL,CYNTHIA*4308:55:3210:17:5208:56:39VPDCEDENO,RUTH2P809:58:1709:35:24VPDOURIQUE,CARLOS32E09:26:2109:41:5309:15:11202211221065637 S DISTRICT BL, VERNON902TT-Mobile USA 888-662-4662 opt 409:34:2911/08/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-2096 CA0197300VPDOURIQUE,CARLOS*32E09:44:2609:45:00 10:42:5710:11:0920221122117S BOYLE AV // 50TH, VERNON902TT-MOBILE USA 888-662-4662 OPT 412:01:1111/08/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-2097 CA0197300VPDOURIQUE,CARLOS*32E12:03:18 12:03:2413:02:1912:08:52VPDHERNANDEZ,MIGUEL,JR44W12:04:0113:02:2012:10:23202211221195300 S BOYLE AV, VERNON415R PLANET EARTH13:14:3811/08/20221015RPTDepartmentOCA NumberRMS JurisVPD CR22-2098 CA0197300VPDMACIEL,CYNTHIA*4313:15:2115:12:2913:21:03VPDOURIQUE,CARLOS32E13:20:0714:50:5813:21:08VPDHERNANDEZ,MIGUEL,JR44W13:15:4714:38:13 15:48:2713:18:31VPDZOZAYA,OSCAR4714:01:2915:12:0414:08:52VPDMANNINO,NICHOLAS5D3514:38:0313:26:02VPDPEREZ,NICKL114:38:0013:33:24VPDHERRERA,GUSTAVOL214:38:1713:26:22VPDESTRADA,IGNACIOS213:21:0114:38:2013:23:281Page of 211/09/202200:13:00 Item 9Page 20 of 58 VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:11/08/202211/08/2022Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene202211221195300 S BOYLE AV, VERNON415R PLANET EARTH13:14:3811/08/20221015RPTDepartmentOCA NumberRMS JurisVPD CR22-2098 CA0197300VPDENCINAS,ANTHONYS513:26:1813:25:14202211221242770 LEONIS BL, VERNON594R15:24:5411/08/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-2099 CA0197300VPDHERNANDEZ,MIGUEL,JR*44W15:26:0815:28:23VPDZOZAYA,OSCAR4715:28:2716:15:4715:49:01202211221304921 GIFFORD AV, VERNON902TPENCO17:13:1811/08/2022CITYCCNRPTDepartmentOCA NumberRMS JurisVPD CR22-2100 CA0197300VPDZOZAYA,OSCAR*4717:16:2218:17:0317:26:17* Denotes Primary Unit2Page of 211/09/202200:13:00 Item 9Page 21 of 58 VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:11/09/202211/09/2022Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene202211221712300 E 57TH, VERNON459VRJETRO CASH AND CARRY12:05:2911/09/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-2104 CA0197300VPD*4413:19:1314:04:1113:29:14202211221732503 E VERNON AV, VERNONMR60CR LAURENCE13:03:4711/09/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-2103 CA0197300VPD4413:18:4913:05:39VPD47W14:00:5113:18:53VPDHERRERA,GUSTAVOL213:59:4813:05:34VPDESTRADA,IGNACIOs213:42:1113:24:52VPDONOPA,DANIELs413:42:0813:24:52202211221792518 110TH ST, LOS ANGELESLOCATECITY WIDE TOW17:31:2311/09/2022VRECVPDRECORDS BUREAU*RECD18:28:3717:32:0220221122181S SANTA FE AV // VERNON AV, VERNON20001RVERNON POLICE18:32:2911/09/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-2106 CA0197300VPDCERDA,PAUL,JR*41E18:36:1419:15:2418:58:37202211221862046 E 52D, VERNON459VRMI TRANSPORTATION19:13:3811/09/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-2107 CA0197300VPDNEWTON,TODD*4419:38:0620:43:5319:45:48* Denotes Primary Unit1Page of 111/10/202200:33:33 Item 9Page 22 of 58 VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:11/10/202211/10/2022Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene20221122206E 50TH // BOYLE AV, VERNONVCK12:42:56AM11/10/2022VSRPTDepartmentOCA NumberRMS JurisVPD CR22-2108 CA0197300VPDCAM,PATRICK*26E01:38:40AM12:42:56AM20221122207E 50TH // LOMA VISTA AV, VERNONVCK02:31:40AM11/10/2022RPTFIDepartmentOCA NumberRMS JurisVPD CR22-2109 CA0197300VPDCAM,PATRICK*26E04:16:31AM02:31:40AM20221122224GRANDE VISTA AV // HOLABIRD AV, VERNON917AJEREMY10:56:10AM11/10/2022RPTVIDepartmentOCA NumberRMS JurisVPD CR22-2110 CA0197300VPDLANDA,RAFAEL*4711:01:39AM11:02:04AM12:56:58PM11:09:42AMVPDARANA,ANDRE32W12:06:44PM11:32:24AM202211222302300 E 57TH, VERNON459VRJETRO CASH AND CARRY03:54:58PM11/10/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-2111 CA0197300VPDARANA,ANDRE*32W03:57:21PM04:55:46PM04:01:01PM202211222425151 ALCOA AV, VERNON484RROSE AND SHORE09:10:11PM11/10/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-2112 CA0197300VPDREDONA,BRYAN*43E09:13:00PM09:35:15PM09:16:57PMVPDGODOY,RAYMOND44W09:13:20PM09:22:27PM202211222492500 S ALAMEDA, VERNONRECT-Mobile USA 888-662-4662 opt 411:16:19PM11/10/2022RPTVRECVSDepartmentOCA NumberRMS JurisVPD CR22-2113 CA0197300VPDCAM,PATRICK*4712:23:48AM11:22:36PM* Denotes Primary Unit1Page of 111/11/202206:13:19AM Item 9Page 23 of 58 VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:11/11/202211/11/2022Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene20221122254INDUSTRIAL WAY // WASHINGTON BL, VERNONREC00:17:2611/11/2022VRECVSDepartmentOCA NumberRMS JurisVPD CR22-2114 CA0197300VPDREDONA,BRYAN*43E01:13:3300:17:26202211222683270 E WASHINGTON BL, VERNON459VRCONSTRUCTION SITE06:56:4011/11/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-2115 CA0197300VPD*31W07:11:5108:43:5407:34:07202211222763336 FRUITLAND AV, VERNON653MRJOBBERS MEAT08:42:4011/11/2022COPRPTDepartmentOCA NumberRMS JurisVPD CR22-2116 CA0197300VPDVELEZ,MARISSA*41E08:43:1609:43:1008:46:05VPDGAYTAN,LORENZOS608:43:2609:43:1020221122287BANDINI BL // AYERS AV, VERNON902TNAPOLEON10:27:4811/11/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-2117 CA0197300VPDVELEZ,MARISSA*41E10:29:24 10:29:3511:37:3710:38:59202211222992537 E 27TH, VERNONGTARRELIANCE STEEL14:37:5511/11/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-2118 CA0197300VPDSALDANA,CARLOS*31W14:39:53 14:40:3215:56:4714:51:20* Denotes Primary Unit1Page of 111/12/202205:38:48 Item 9Page 24 of 58 VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:11/12/202211/12/2022Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene20221122350S DISTRICT BL // ATLANTIC BL, VERNONTRAFFIC STOP05:44:3211/12/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-2119 CA0197300VPDCAM,PATRICK*43E06:56:1405:44:34VPDESCARPE,ALAN32E06:00:4806:25:0606:05:0320221122354WASHINGTON // GRANDE VISTA, VERNON902T06:49:5211/12/2022RPT1015VSDepartmentOCA NumberRMS JurisVPD CR22-2120 CA0197300VPD CR22-2121 CA0197300VPDVELEZ,MARISSA*41E06:55:18 06:55:2009:11:5307:02:38VPD4307:14:56 07:17:2308:21:3607:23:33VPDVELEZ,MARISSA4407:15:3207:16:58202211223805700 BICKETT, VERNON602CROWN POLY18:01:5811/12/20221015RPTDepartmentOCA NumberRMS JurisVPD CR22-2122 CA0197300VPDSALDANA,CARLOS*41E18:03:59 18:04:3819:00:1318:10:11VPDARANA,ANDRE32W18:04:5618:40:5518:07:54VPDREDONA,BRYAN4718:04:00 18:04:4019:22:4818:06:18202211223874675 52D DR, VERNONWELCK22:19:0911/12/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-2123 CA0197300VPDHERNANDEZ,MELISSA A*31E22:21:40 22:22:1700:04:0222:24:50VPDESCARPE,ALAN32W23:02:5122:27:32VPDREDONA,BRYAN47E22:21:41 22:22:1923:02:4922:28:02* Denotes Primary Unit1Page of 111/13/202203:03:05 Item 9Page 25 of 58 VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:11/13/202211/13/2022Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene20221122430BANDINI BL // ATLANTIC BL, VERNON901TR09:55:5611/13/2022ORRPTDepartmentOCA NumberRMS JurisVPD CR22-2124 CA0197300VPDHERNANDEZ,MIGUEL,JR*47E09:56:3310:44:3310:04:43VPDSALDANA,CARLOS41W09:57:0610:44:3210:04:45VPDARANA,ANDRE4310:44:3210:07:3920221122433BANDINI BL // ATLANTIC BL, VERNON901TAT&T MOBILITY 800 635 6840 411:22:3111/13/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-2125 CA0197300VPDHERNANDEZ,MIGUEL,JR*47E11:23:2312:10:0311:28:02VPDSALDANA,CARLOS41W11:23:4912:10:0211:28:04VPDARANA,ANDRE4311:24:3312:10:022022112245953RD // SAN PEDRO, LOS ANGELESLOCATE20:33:4811/13/2022VRECVPDRECORDS BUREAU*RECD20:41:1020:36:3320221122468ATLANTIC BL // 52ND, VERNONTRAFFIC STOP23:16:2411/13/2022CITEVIDepartmentOCA NumberRMS JurisVPD CR22-2126 CA0197300VPDFLORES,TERESA*4300:34:0423:16:26VPDESCARPE,ALAN32E23:16:30 23:16:3200:05:4223:18:33* Denotes Primary Unit1Page of 111/14/202205:01:56 Item 9Page 26 of 58 VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:11/14/202211/14/2022Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene20221122478ALCOA AV // LEONIS BL, VERNONA21104:21:2511/14/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-2127 CA0197300VPDHERNANDEZ,MELISSA A*31W05:59:3904:21:25VPDESCARPE,ALAN32E04:22:0205:59:4004:22:10VPDFLORES,TERESA4304:22:0305:59:4004:22:43VPDSANTOS,DANIELS105:59:4004:25:03202211224943340 LEONIS BL, VERNON415ADM FLOORING08:11:3611/14/2022RPTMETDepartmentOCA NumberRMS JurisVPD CR22-2128 CA0197300VPDREDONA,BRYAN*4108:12:48 08:13:3110:12:4108:23:21VPDOURIQUE,CARLOS32E08:14:4910:37:2408:18:30VPDZOZAYA,OSCAR43W08:12:52 08:13:3308:27:0208:27:01202211225004507 MAYWOOD AV, VERNON484RUNITED PACIFIC09:16:5611/14/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-2129 CA0197300VPDREDONA,BRYAN*4109:17:37 09:17:3810:05:5809:24:16202211225035151 ALCOA AV, VERNON140ROSE AND SHORE09:36:2011/14/2022SUPVPDZOZAYA,OSCAR*43W09:38:17 09:38:1710:02:0209:46:27202211225054507 MAYWOOD AV, VERNONAGTAR10:05:2311/14/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-2130 CA0197300VPDREDONA,BRYAN*4110:11:0010:05:59202211225214626 PACIFIC BL, VERNON459RWORLD MERCHANDISE13:16:0011/14/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-2131 CA01973001Page of 211/15/202200:02:05 Item 9Page 27 of 58 VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:11/14/202211/14/2022Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene202211225214626 PACIFIC BL, VERNON459RWORLD MERCHANDISE13:16:0011/14/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-2131 CA0197300VPDZOZAYA,OSCAR*43W15:35:1813:18:0120221122552BANDINI BL // INDIANA, VERNONTRAFFIC STOP22:17:0411/14/2022VIRPTCITEDepartmentOCA NumberRMS JurisVPD CR22-2132 CA0197300VPDFLORES,TERESA*43E23:16:5122:17:04VPDESCARPE,ALAN32W22:19:1623:08:2222:23:22VPDNEWTON,TODD4722:19:0922:19:19* Denotes Primary Unit2Page of 211/15/202200:02:05 Item 9Page 28 of 58 VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:11/15/202211/15/2022Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene202211225672019 E 38TH, VERNON459RHELOU AND SONS05:40:3211/15/2022RPTDepartmentOCA NumberRMS JurisVPDCR22-2133CA0197300VPDOURIQUE,CARLOS*3205:42:10 05:42:3706:19:5305:46:29VPDFLORES,TERESA43E05:42:12 05:42:3506:19:5405:46:31VPDNEWTON,TODD4705:46:4006:19:5405:49:14202211225724305 S SANTA FE AV, VERNON14007:26:0611/15/2022SUPVPDCERDA,PAUL,JR*41W07:28:2107:41:45202211225882426 E 52D, VERNON586TRUCK YARD11:02:5211/15/2022PAOJCITEVIDepartmentOCA NumberRMS JurisVPDCR22-2134CA0197300VPDOURIQUE,CARLOS*3211:08:2512:07:3611:16:3320221122594490 W MISSION BL, VERNONWARRANTLA VERNE PD12:34:0511/15/20221015RPTVPDOURIQUE,CARLOS*3212:56:28 12:56:4016:27:2613:03:30202211225994661 E DISTRICT BL, VERNONTRAFFIC STOP13:07:2011/15/2022VIRPTDepartmentOCA NumberRMS JurisVPDCR22-2135CA0197300VPDESCARPE,ALAN*2T814:01:1113:07:20VPDCAM,PATRICK1T813:40:3413:27:44202211226285601 BICKETT, VERNON459VRRYDER YARD17:39:5411/15/2022RPTDepartmentOCA NumberRMS JurisVPDCR22-2136CA0197300VPDVASQUEZ,LUIS*43E17:45:2018:15:5717:48:401Page of 111/16/202200:12:25 Item 9Page 29 of 58 VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:11/16/202211/16/2022Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene20221122650E 25TH // ALAMEDA, VERNONTRAFFIC STOP02:31:0111/16/2022VIRPTDepartmentOCA NumberRMS JurisVPD CR22-2137 CA0197300VPDFLORES,TERESA*41W03:50:1802:31:01VPDVASQUEZ,LUIS4302:31:2103:50:1902:40:19202211226594329 BANDINI BL, VERNON459APADDED WAGON07:17:4511/16/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-2138 CA0197300VPD*41E07:20:17 07:20:5508:38:2107:28:25VPDCAM,PATRICK2607:26:0308:18:5607:37:26VPD3107:20:20 07:20:5707:21:01 08:38:2007:37:18VPDZOZAYA,OSCAR47W07:26:1208:00:4607:35:00202211226625525 S SOTO, VERNON459VRUNK08:38:5111/16/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-2139 CA0197300VPDZOZAYA,OSCAR*47W08:41:37 08:41:3809:15:2608:53:3120221122669E VERNON AV // HAWTHORNE AV, VERNON902TUNK RP10:42:4711/16/2022RPTCITEDepartmentOCA NumberRMS JurisVPD CR22-2141 CA0197300VPDCAM,PATRICK*2610:44:22 10:44:2311:44:0610:46:4120221122670S ALAMEDA // VERNON AV, VERNON902T10:49:0611/16/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-2140 CA0197300VPDZOZAYA,OSCAR*47W10:49:2611:16:4010:50:31202211226783056 BANDINI BL, VERNONRECUNK13:43:5311/16/2022VRECDepartmentOCA NumberRMS JurisVPD CR22-2142 CA0197300VPDCAM,PATRICK*2614:54:4113:43:541Page of 211/17/202200:07:23 Item 9Page 30 of 58 VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:11/16/202211/16/2022Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene20221122680S SOTO // 46TH, VERNON901T14:53:1211/16/2022CITERPTDepartmentOCA NumberRMS JurisVPD CR22-2143 CA0197300VPDCAM,PATRICK*2614:54:44 14:54:4515:33:2314:56:41VPDZOZAYA,OSCAR47W15:32:5514:58:2220221122689S SANTA FE AV // VERNON AV, VERNON902TR16:52:2211/16/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-2144 CA0197300VPDRECORDS BUREAU*RECD17:16:1116:53:03202211226923333 DOWNEY RD, VERNON487RUPS18:03:4511/16/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-2145 CA0197300VPDCERDA,PAUL,JR*41E18:06:03 18:06:4018:55:3118:12:50202211226943030 S ATLANTIC BL, VERNON20002LASO18:45:5811/16/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-2146 CA0197300VPD*31E19:18:2720:01:2219:26:15VPDNEWTON,TODD4719:58:4719:32:49* Denotes Primary Unit2Page of 211/17/202200:07:23 Item 9Page 31 of 58 VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:11/17/202211/17/2022Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene202211227054885 E 52ND PL, VERNON459SINCLAIR12:21:59AM11/17/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-2147 CA0197300VPDGODOY,RAYMOND*31E12:23:45AM12:24:19AM02:47:12AM12:30:01AMVPDVASQUEZ,LUIS43W12:24:39AM01:48:18AM12:31:29AMVPDNEWTON,TODD4712:23:47AM12:24:21AM01:38:13AM12:34:45AMVPDSANTOS,DANIELS112:25:17AM02:18:28AM12:34:54AMVPDRAMOS,JOSES712:25:20AM02:18:20AM12:35:01AM202211227104770 E 50TH, VERNON911ASALT AND PEPPER03:51:39AM11/17/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-2148 CA0197300VPDVASQUEZ,LUIS*43W03:53:54AM03:54:18AM04:32:09AM04:05:03AMVPDGODOY,RAYMOND31E03:55:18AM03:56:50AM04:32:09AM04:03:45AMVPDNEWTON,TODD4703:53:56AM03:55:16AM04:32:09AM03:58:49AM202211227235837 S DISTRICT BL, VERNON459VRCR ENGLAND08:44:07AM11/17/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-2149 CA0197300VPDCERDA,PAUL,JR*44E08:46:08AM09:46:15AM09:05:53AM202211227362550 E 28TH, VERNON487RSAIA MOTOR FREIGHT01:11:10PM11/17/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-2150 CA0197300VPDCERDA,PAUL,JR*44E01:17:25PM01:21:35PMVPDLANDA,RAFAEL47W01:21:39PM02:06:26PM01:24:50PM202211227402131 E 52D, VERNONMR60AMERICAN COVER DESIGN04:09:24PM11/17/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-2151 CA0197300VPDLANDA,RAFAEL*47W04:17:52PM04:18:08PM05:27:46PM04:19:14PM202211227481Page of 211/18/202203:45:57AM Item 9Page 32 of 58 VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:11/17/202211/17/2022Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene20221122748LEONIS BL // SEVILLE AV, VERNON901TRVERIZON WIRELESS 1-800-451-524208:37:41PM11/17/2022RPTVI1015DepartmentOCA NumberRMS JurisVPD CR22-2152 CA0197300VPDREDONA,BRYAN/HERNANDEZ,RUDY*47E08:38:41PM08:39:20PM02:41:42AM08:42:24PMVPDHERNANDEZ,MELISSA A32W08:39:17PM11:04:42PM08:40:12PMVPDCAM,PATRICK4310:32:59PM11:05:10PM10:42:16PMVPDVASQUEZ,LUIS4408:38:43PM08:39:14PM* Denotes Primary Unit2Page of 211/18/202203:45:57AM Item 9Page 33 of 58 VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:11/18/202211/18/2022Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene20221122764ALCOA AV // LEONIS BL, VERNON902TANTONIO BARRAGAN05:26:3411/18/2022RPTORDepartmentOCA NumberRMS JurisVPD CR22-2153 CA0197300VPDOURIQUE,CARLOS*3205:28:0206:39:0205:32:44202211227722300 E 57TH, VERNON459VRJETRO CASH AND CARRY07:24:5811/18/2022UTLGOARPTDepartmentOCA NumberRMS JurisVPD CR22-2157 CA0197300VPDSALDANA,CARLOS*41W10:33:4710:36:19 11:28:5007:31:51202211227735820 S ALAMEDA, VERNON594RWESTAIRE ENGINEERING07:33:3311/18/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-2154 CA0197300VPDSALDANA,CARLOS*41W07:45:0708:28:2907:49:09202211227815501 DOWNEY RD, VERNONFOUNDSL HOME FASHION09:25:0511/18/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-2155 CA0197300VPDVELEZ,MARISSA*44E09:26:4209:55:0609:40:5720221122785E WASHINGTON BL // DOWNEY RD, VERNON484RTHOMASOFF10:04:0611/18/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-2156 CA0197300VPDOURIQUE,CARLOS*3211:06:4210:10:33VPDOURIQUE,CARLOS3111:31:2712:20:1911:50:2120221122818E 25TH // ALAMEDA, VERNONREC23:55:2711/18/2022VRECDepartmentOCA NumberRMS JurisVPD CR22-2158 CA0197300VPDESCARPE,ALAN*43E01:18:4023:55:28VPDGODOY,RAYMOND/HERNANDEZ,RUDY4423:55:35 23:55:3600:56:1200:02:52* Denotes Primary Unit1Page of 111/19/202205:42:39 Item 9Page 34 of 58 VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:11/19/202211/19/2022Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene20221122828E 55TH // SANTA FE AV, VERNONRECKLESS DRVHPPD01:55:2211/19/2022RPTVSCITYDepartmentOCA NumberRMS JurisVPD CR22-2159 CA0197300VPD CR22-2160 CA0197300VPDHERNANDEZ,MELISSA A*47W01:55:58 01:56:1302:39:0301:57:00VPDESCARPE,ALAN43E02:39:0201:57:29VPDGODOY,RAYMOND/HERNANDEZ,RUDY4401:56:03 01:56:1402:19:3701:56:35MR C TOWMR C TOW02:03:51 02:04:3902:39:0302:12:58VPDENCINAS,ANTHONYS501:56:3102:19:1102:16:5320221122857S SOTO // FRUITLAND AV, VERNONREC14:01:5111/19/2022VREC1015CITERPTDepartmentOCA NumberRMS JurisVPD CR22-2161 CA0197300VPDGAYTAN,LORENZO*S614:29:3714:06:07VPDSALDANA,CARLOS43E15:13:4614:08:10VPDVELEZ,MARISSA44W15:05:0414:08:21VPDVASQUEZ,LUIS4714:08:1314:14:4814:09:10VIRTELSTOWVIERTELTOW14:25:49 14:25:5015:05:1014:39:3920221122876S DISTRICT BL // ATLANTIC BL, VERNON902T21:39:2011/19/2022RPTCITYDepartmentOCA NumberRMS JurisVPD CR22-2162 CA0197300VPDESCARPE,ALAN*43E22:36:0921:40:37VPDFLORES,TERESA/HERNANDEZ,RUDY4421:42:2822:18:3121:44:09* Denotes Primary Unit1Page of 112/13/202209:37:25 Item 9Page 35 of 58 VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:11/20/202211/20/2022Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene20221122892E 26TH // SIERRA PINE AV, VERNONUNATTACHEDTR00:25:1111/20/2022VIRPTDepartmentOCA NumberRMS JurisVPD CR22-2163 CA0197300VPDENCINAS,ANTHONY*S501:07:3900:25:12VPDFLORES,TERESA/HERNANDEZ,RUDY4401:00:3300:26:50202211229084755 E DISTRICT BL, VERNON484R07:09:1511/20/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-2174 CA0197300VPD*41E07:11:2109:47:42 10:00:2507:21:30VPDVELEZ,MARISSA4407:20:0107:19:29202211229236131 MALBURG WY, VERNONGTARUNK11:23:2711/20/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-2175 CA0197300VPDSALDANA,CARLOS*41E11:24:5712:17:5511:34:22* Denotes Primary Unit1Page of 111/21/202200:09:28 Item 9Page 36 of 58 VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:11/21/202211/21/2022Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene202211229751840 E 27TH, VERNONGTARVERNON SALES07:11:1611/21/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-2176 CA0197300VPD CR22-2177 CA0197300VPD*41W07:13:0109:24:2007:22:56VPDHERRERA,GUSTAVOL209:37:5609:37:54VPDOURIQUE,CARLOSXS08:34:0408:06:16202211229794355 DOWNEY RD, VERNON487RYBARRA PIPE YARD08:41:5311/21/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-2178 CA0197300VPDHERNANDEZ,MIGUEL,JR*44E08:43:35 08:43:3509:19:2608:56:00202211229802601 S SANTA FE AV, VERNON S/A 7901TLA CO FIRE09:07:0211/21/2022RPTORDepartmentOCA NumberRMS JurisVPD CR22-2179 CA0197300VPDZOZAYA,OSCAR*4709:07:16 09:07:1709:46:1209:11:31VPDGONZALEZ,BRITTANY41W09:24:2209:36:0109:25:48VPDHERNANDEZ,MIGUEL,JR44E09:19:2809:36:2309:24:14VIRTELSTOWVIERTELTOW09:21:59 09:22:0009:46:1209:36:08202211229842727 S SANTA FE AV, VERNON487RPENSKE TRUCK LEASING10:31:4911/21/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-2181 CA0197300VPDGONZALEZ,BRITTANY*41W10:32:4812:19:3210:37:0320221122985GRANDE VISTA AV // HOLABIRD AV, VERNONREC11:11:2611/21/2022VRECDepartmentOCA NumberRMS JurisVPD CR22-2180 CA0197300VPD CR22-2182 CA0197300VPDOURIQUE,CARLOS*XS12:38:2511:11:26MR C TOWMR C TOW11:18:31 11:18:3313:09:1611:34:37202211229891Page of 311/22/202204:54:55 Item 9Page 37 of 58 VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:11/21/202211/21/2022Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene202211229893451 E 26TH, VERNON20002RUNITED STEEL FENCE12:37:4811/21/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-2183 CA0197300VPDZOZAYA,OSCAR*4712:39:3814:28:0412:53:54VPDHERNANDEZ,MIGUEL,JR44E12:54:1314:28:0312:58:47202211229935607 S SANTA FE AV, VERNON487RUNK13:38:4011/21/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-2184 CA0197300VPDGONZALEZ,BRITTANY*41W13:40:3215:36:5813:44:19VPDOURIQUE,CARLOSXS14:01:2113:45:4520221122998SEVILLE AV // LEONIS BL, VERNON901TT-MOBILE USA 888-662-4662 OPT 415:51:1011/21/2022CITEORRPTDepartmentOCA NumberRMS JurisVPD CR22-2185 CA0197300VPDHERNANDEZ,MIGUEL,JR*44E15:52:1416:35:1815:52:47VPDGONZALEZ,BRITTANY41W15:52:1616:36:2215:52:58VIRTELSTOWVIERTELTOW16:04:2716:36:2216:23:26202211229995764 ALCOA AV, VERNON487RODYSSEY ADS LOGISTICS15:57:4711/21/2022RPTVRECDepartmentOCA NumberRMS JurisVPD CR22-2187 CA0197300VPDZOZAYA,OSCAR*4716:27:0116:42:3716:30:50VPDHERNANDEZ,MIGUEL,JR44E16:35:1818:10:1716:40:30202211230014780 CORONA AV, VERNONPLATE21ST CENTURY PHOTO SUPPLY16:15:5311/21/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-2186 CA0197300VPDOURIQUE,CARLOS*XS16:26:0416:26:49 17:01:1416:28:48VPDZOZAYA,OSCAR4716:26:5816:26:46202211230022Page of 311/22/202204:54:55 Item 9Page 38 of 58 VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:11/21/202211/21/2022Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene20221123002S SANTA FE AV // 28TH, VERNON901TRAT&T MOBILITY 800 635 6840 416:34:3111/21/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-2188 CA0197300VPDGONZALEZ,BRITTANY*41W16:37:1617:17:1416:40:32VPDZOZAYA,OSCAR4716:42:3817:17:1416:51:44MR C TOWMR C TOW16:45:45 16:47:0417:17:1417:03:07202211230053311 E SLAUSON AV, VERNON487R17:43:4311/21/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-2189 CA0197300* Denotes Primary Unit3Page of 311/22/202204:54:55 Item 9Page 39 of 58 VERNON POLICE DEPARTMENT Call Log Report Type All Unit Times and Location with OCA's Jurisdiction: First Date: Last Date: 11/22/2022 11/22/2022 Call Number Disp Ten Code Caller Address Officer UnitDep Unit Time Dispatch Enroute Depart Arrive Remove Comp VERNON Received Complaint OnScene 20221123043 5764 ALCOA AV, VERNON459VR ODYSSEY ADS LOGISTICS09:34:0311/22/2022RPT Department OCA Number RMS Juris VPD CR22-2190 CA0197300 VPD OURIQUE,CARLOS *32E 09:36:27 09:59:4809:39:13 20221123051 2938 E 54TH, VERNON586 11:37:0111/22/2022VOID Department OCA Number RMS Juris VPD CR22-2193 CA0197300 VPD CEDENO,RUTH *2P8 13:07:4611:37:01 20221123054 2955 LEONIS BL, VERNONPLATE PRILLID12:03:3911/22/2022RPT Department OCA Number RMS Juris VPD CR22-2191 CA0197300 VPD *26E 12:06:25 12:57:2912:17:26 20221123058 5800 S DISTRICT BL, VERNONVCK 12:54:2411/22/2022VI RPT Department OCA Number RMS Juris VPD CR22-2192 CA0197300 VPD OURIQUE,CARLOS *32E 13:21:5212:54:24 VPD CEDENO,RUTH 2P8 13:08:06 13:19:29 20221123061 2231 E 49TH, VERNONREC TOP HANDBAG13:22:3611/22/2022VREC Department OCA Number RMS Juris VPD CR22-2194 CA0197300 VPD CERDA,PAUL,JR *43W 13:24:57 13:25:29 13:36:5613:33:20 VPD CEDENO,RUTH 2p8 14:16:0513:54:38 VPD OURIQUE,CARLOS 32E 14:31:0913:47:43 20221123063 5801 S 2ND, VERNON487R 14:06:1911/22/2022RPT Department OCA Number RMS Juris VPD CR22-2195 CA0197300 VPD CERDA,PAUL,JR *43W 14:10:28 14:10:40 14:33:5414:13:15 20221123066 1Page of 211/23/2022 00:14:08 Item 9 Page 40 of 58 VERNON POLICE DEPARTMENT Call Log Report Type All Unit Times and Location with OCA's Jurisdiction: First Date: Last Date: 11/22/2022 11/22/2022 Call Number Disp Ten Code Caller Address Officer UnitDep Unit Time Dispatch Enroute Depart Arrive Remove Comp VERNON Received Complaint OnScene 20221123066 1799 INDUSTRIAL WAY, VERNONPATCK 15:37:1311/22/2022VS RPT Department OCA Number RMS Juris VPD CR22-2196 CA0197300 VPD OURIQUE,CARLOS *32E 17:08:2915:37:13 * Denotes Primary Unit 2Page of 211/23/2022 00:14:08 Item 9 Page 41 of 58 VERNON POLICE DEPARTMENT Call Log Report Type All Unit Times and Location with OCA's Jurisdiction: First Date: Last Date: 11/23/2022 11/23/2022 Call Number Disp Ten Code Caller Address Officer UnitDep Unit Time Dispatch Enroute Depart Arrive Remove Comp VERNON Received Complaint OnScene 20221123078 S ATLANTIC BL // BANDINI BL, VERNONBOVEH T-Mobile USA 888-662-4662 opt 406:19:2111/23/2022VS Department OCA Number RMS Juris VPD CR22-2197 CA0197300 VPD HERNANDEZ,EDWARD *44 06:20:29 06:21:25 VPD NEWTON,TODD 47E 06:21:23 06:58:5806:22:55 20221123083 4441 S SANTA FE AV, VERNONGTAR MDS07:35:0411/23/2022RPT Department OCA Number RMS Juris VPD CR22-2198 CA0197300 VPD LANDA,RAFAEL *44 07:46:10 07:46:22 07:46:58 VPD CERDA,EUGENIO/HERNANDEZ,RUDY47W 07:46:56 10:18:2707:53:44 20221123092 3278 E SLAUSON AV, VERNON476R AMPM11:22:1311/23/2022RPT Department OCA Number RMS Juris VPD CR22-2199 CA0197300 VPD LUCAS,JASON *5D31 11:25:2611:23:14 20221123098 S SANTA FE AV // 57TH, VERNONPEDCK 14:35:1411/23/2022HPPD RPT Department OCA Number RMS Juris VPD CR22-2200 CA0197300 VPD ESTRADA,IGNACIO *S2 15:11:2214:35:14 VPD CERDA,EUGENIO/HERNANDEZ,RUDY48W 14:35:18 14:35:19 15:11:2214:40:40 20221123102 4460 PACIFIC BL, VERNONASSISTFD PABCO PAPER16:14:0711/23/2022RPT Department OCA Number RMS Juris VPD CR22-2201 CA0197300 VPD CERDA,EUGENIO/HERNANDEZ,RUDY*48W 16:15:34 18:49:2716:17:17 VPD CERDA,PAUL,JR 41E 17:08:0716:20:09 VPD LANDA,RAFAEL 44 16:15:36 16:33:2916:19:17 20221123114 E 37TH // ALAMEDA, VERNONREC 23:08:4611/23/2022VREC RPT Department OCA Number RMS Juris VPD CR22-2202 CA0197300 VPD VASQUEZ,LUIS *43W 01:14:0723:08:46 1Page of 211/24/2022 01:14:27 Item 9 Page 42 of 58 VERNON POLICE DEPARTMENT Call Log Report Type All Unit Times and Location with OCA's Jurisdiction: First Date: Last Date: 11/23/2022 11/23/2022 Call Number Disp Ten Code Caller Address Officer UnitDep Unit Time Dispatch Enroute Depart Arrive Remove Comp VERNON Received Complaint OnScene 20221123114 E 37TH // ALAMEDA, VERNONREC 23:08:4611/23/2022VREC RPT Department OCA Number RMS Juris VPD CR22-2202 CA0197300 VPD HERNANDEZ,EDWARD 44 23:53:4223:19:33 * Denotes Primary Unit 2Page of 211/24/2022 01:14:27 Item 9 Page 43 of 58 VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:11/24/202211/24/2022Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene202211231195353 DOWNEY RD, VERNON901T02:37:42AM11/24/2022RPTVSDepartmentOCA NumberRMS JurisVPD CR22-2203 CA0197300VPDHERNANDEZ,EDWARD*4402:39:17AM02:39:17AM03:43:03AM02:39:52AMVPDVASQUEZ,LUIS43W02:39:19AM03:37:22AM02:39:49AM202211231465925 ALCOA AV, VERNONGTARSERGIO03:48:29PM11/24/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-2204 CA0197300VPDCERDA,EUGENIO/HERNANDEZ,RUDY*48E03:51:22PM03:51:34PM05:06:12PM04:01:41PM202211231493400 S CENTRAL, VERNONWARRANTLAPD05:27:10PM11/24/20221015VPDCERDA,EUGENIO/HERNANDEZ,RUDY*48E05:29:51PM06:59:36PM05:43:04PM202211231585990 MALBURG, VERNON901TAT&T MOBILITY 800 635 6840 411:06:24PM11/24/2022RPT1015VIDepartmentOCA NumberRMS JurisVPD CR22-2205 CA0197300VPDREDONA,BRYAN*4311:07:33PM12:03:54AM11:09:17PMVPDCAM,PATRICK44W11:08:42PM05:25:13AM11:16:15PMVPDGODOY,RAYMOND47E12:27:38AM11:09:26PM* Denotes Primary Unit1Page of 111/25/202205:35:44AM Item 9Page 44 of 58 VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:11/25/202211/25/2022Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene202211231816131 MALBURG WY, VERNON B/F 1WBUNATTACHEDTRBROCHU WALKER09:18:03AM11/25/2022RPTCITEVIDepartmentOCA NumberRMS JurisVPD CR22-2206 CA0197300VPDCERDA,PAUL,JR*4109:59:05AM09:18:03AM202211231823736 26TH, VERNON459RLNY USA09:25:40AM11/25/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-2207 CA0197300VPDSALDANA,CARLOS*26W09:32:20AM09:59:09AM09:40:54AMVPDCERDA,EUGENIO/HERNANDEZ,RUDY32E09:34:55AM10:37:34AM09:40:52AM20221123183E 26TH // BONNIE BEACH PL, VERNONTRAFFIC STOP10:04:31AM11/25/20221015VPDSALDANA,CARLOS*26W11:27:15AM10:04:31AMVPDCERDA,PAUL,JR4110:46:59AM10:13:56AM20221123189E 26TH // HARRIETT, VERNONREC02:26:05PM11/25/2022VRECRPTDepartmentOCA NumberRMS JurisVPD CR22-2208 CA0197300VPDSALDANA,CARLOS*26W03:00:45PM02:26:05PM202211231932537 E 27TH, VERNONVCKRELIANCE STEEL05:06:58PM11/25/2022RPTVRECDepartmentOCA NumberRMS JurisVPD CR22-2209 CA0197300VPDSALDANA,CARLOS*26W06:07:59PM05:06:58PM20221123198E 55TH // VIOLET, VERNONREC07:30:40PM11/25/2022VSRPTDepartmentOCA NumberRMS JurisVPD CR22-2210 CA0197300VPDCAM,PATRICK*44W08:09:06PM07:30:41PM202211232001Page of 211/26/202205:33:58AM Item 9Page 45 of 58 VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:11/25/202211/25/2022Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene202211232002046 E 52D, VERNON415VERIZON WIRELESS 1-800-451-524207:43:25PM11/25/2022RPT1015DepartmentOCA NumberRMS JurisVPD CR22-2211 CA0197300VPDESCARPE,ALAN*32E07:44:24PM08:59:54PM07:46:46PMVPDHERNANDEZ,MELISSA A31W07:46:30PM09:36:11PM07:53:03PMVPDGODOY,RAYMOND41E07:44:25PM09:00:09PM07:46:45PMVPDENCINAS,ANTHONYS509:36:12PM08:11:58PM* Denotes Primary Unit2Page of 211/26/202205:33:58AM Item 9Page 46 of 58 VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:11/26/202211/26/2022Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene20221123212S ALAMEDA // 38TH, VERNONTRAFFIC STOP01:10:21AM11/26/2022RPTADVSRVD1015CITEDepartmentOCA NumberRMS JurisVPD CR22-2212 CA0197300VPDCAM,PATRICK*44W02:08:41AM01:10:22AMVPDESCARPE,ALAN32E01:27:52AM01:22:20AMVPDGODOY,RAYMOND41E01:14:36AM02:08:39AM01:22:26AM20221123222S ALAMEDA // VERNON AV, VERNONTRAFFIC STOP03:21:26AM11/26/2022RPTVI1015SRVDDepartmentOCA NumberRMS JurisVPD CR22-2213 CA0197300VPDCAM,PATRICK*44W07:30:55AM03:21:26AMVPDHERNANDEZ,MELISSA A31W07:17:56AM03:25:50AMVPDESCARPE,ALAN32E04:41:05AM03:23:38AMVPDENCINAS,ANTHONYS503:48:42AM04:36:40AM03:53:15AM202211232484925 52ND PL, VERNON484RLASO EAST LOS ANGELES02:52:08PM11/26/2022RPT1015CITEDepartmentOCA NumberRMS JurisVPD CR22-2214 CA0197300VPDSALDANA,CARLOS*43E02:56:54PM02:56:55PM04:15:35PM03:02:07PMVPDVELEZ,MARISSA4702:56:57PM03:57:01PM03:05:21PM202211232505820 S BOYLE AV, VERNON211RJUAN CARLOS GARCIA03:36:36PM11/26/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-2215 CA0197300VPDVELEZ,MARISSA*4703:57:04PM04:16:10PM04:02:44PMVPDGONZALEZ,BRITTANY32W03:57:08PM04:40:25PM03:57:08PMVPDSALDANA,CARLOS43E05:14:17PM05:42:34PM06:51:51PM05:22:40PM1Page of 211/27/202205:22:10AM Item 9Page 47 of 58 VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:11/26/202211/26/2022Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene202211232512910 S SANTA FE AV, VERNON459CHARLOTTE AVERY INC.04:14:25PM11/26/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-2216 CA0197300VPDSALDANA,CARLOS*43E04:15:48PM04:15:49PM05:14:13PM04:21:33PMVPDGONZALEZ,BRITTANY32W05:56:37PM04:40:29PMVPDVELEZ,MARISSA4704:16:13PM04:16:14PM05:42:56PM04:17:46PMVPDGAYTAN,LORENZOS605:56:41PM04:21:38PM202211232563278 E SLAUSON AV, VERNON484RAMPM06:33:17PM11/26/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-2217 CA0197300VPDREDONA,BRYAN*41E06:55:48PM06:55:49PM07:46:46PM07:09:44PM* Denotes Primary Unit2Page of 211/27/202205:22:10AM Item 9Page 48 of 58 VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:11/27/202211/27/2022Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene20221123288S SANTA FE AV // 54TH, VERNONVCK01:30:0911/27/2022RPTVI1015DepartmentOCA NumberRMS JurisVPD CR22-2218 CA0197300VPDHERNANDEZ,MELISSA A*31W03:48:14 07:05:0401:30:09VPDREDONA,BRYAN41E02:59:1002:36:38VPDCAM,PATRICK44E03:03:0701:34:382022112331322ND // LONG BEACH, LOS ANGELESREC08:46:2511/27/2022VRECRPTVIDepartmentOCA NumberRMS JurisVPD CR22-2221 CA0197300VPDHERNANDEZ,MIGUEL,JR*4808:51:1110:53:5308:52:44VPDOURIQUE,CARLOSXS12:22:2212:22:27202211233152300 E 57TH, VERNON459VJETRO09:39:0111/27/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-2220 CA0197300VPDSALDANA,CARLOS*47W09:40:4410:29:5009:43:59VPDGONZALEZ,BRITTANY43E09:40:4610:30:0409:43:09VPDOURIQUE,CARLOSXS09:42:1010:30:0509:49:10202211233172051 E 55TH, VERNONPEDCK10:29:4911/27/2022RPTCITE1015DepartmentOCA NumberRMS JurisVPD CR22-2222 CA0197300VPDSALDANA,CARLOS*47W11:28:4610:29:50VPDGONZALEZ,BRITTANY43E11:22:0110:38:43VPDHERNANDEZ,MIGUEL,JR4810:53:5611:28:4610:59:56202211233366190 S BOYLE AV, VERNON459VRBLOK WAREHOUSE17:32:1811/27/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-2223 CA0197300VPDHERNANDEZ,MIGUEL,JR*4817:34:5119:27:0017:40:271Page of 211/28/202205:23:04 Item 9Page 49 of 58 VERNON POLICE DEPARTMENTCall Log Report Type All Unit Times and Location with OCA'sJurisdiction:First Date:Last Date:11/27/202211/27/2022Call Number DispTenCodeCaller AddressOfficerUnitDepUnit Time DispatchEnrouteDepartArriveRemoveCompVERNONReceivedComplaint OnScene202211233453500 E WASHINGTON BL, VERNON594CITY CREW - ARMANDO HINOJOS19:17:4411/27/20221015RPTDepartmentOCA NumberRMS JurisVPD CR22-2224 CA0197300VPDFLORES,TERESA*32E19:19:20 19:19:5520:08:4119:23:21VPDHERNANDEZ,MELISSA A3119:21:4620:10:2019:24:30VPDESCARPE,ALAN44W19:19:22 19:19:5720:49:5719:23:39VPDENCINAS,ANTHONYS520:10:1719:35:14202211233474215 EXCHANGE, VERNON459VRKING MEATS19:31:2111/27/2022RPTDepartmentOCA NumberRMS JurisVPD CR22-2225 CA0197300VPDHERNANDEZ,MELISSA A*3119:33:11 19:33:1319:34:42VPDFLORES,TERESA32E20:08:4420:50:4620:13:26202211233554423 E DISTRICT BL, VERNONTRAFFIC STOPUNK23:13:3711/27/2022VIDepartmentOCA NumberRMS JurisVPD CR22-2226 CA0197300VPDFLORES,TERESA*32E00:16:3823:13:38VPDCAM,PATRICK4123:13:43 23:13:4400:12:1823:18:50* Denotes Primary Unit2Page of 211/28/202205:23:04 Item 9Page 50 of 58 VERNON POLICE DEPARTMENT Call Log Report Type All Unit Times and Location with OCA's Jurisdiction: First Date: Last Date: 11/28/2022 11/28/2022 Call Number Disp Ten Code Caller Address Officer UnitDep Unit Time Dispatch Enroute Depart Arrive Remove Comp VERNON Received Complaint OnScene 20221123363 E SLAUSON AV // BOYLE AV, VERNONDUI HPPD02:01:4311/28/20221015 VI RPT Department OCA Number RMS Juris VPD CR22-2227 CA0197300 VPD FLORES,TERESA *32E 02:03:13 02:03:58 05:59:2702:04:03 VPD CAM,PATRICK 41 02:03:26 02:04:00 02:06:25 VPD ESCARPE,ALAN 44W 02:04:26 04:26:5102:05:43 VPD ENCINAS,ANTHONY S5 04:27:5302:06:21 20221123364 PACIFIC BL // 45TH, VERNON917A ANONYMOUS02:51:5411/28/2022VS Department OCA Number RMS Juris VPD CR22-2228 CA0197300 VPD CAM,PATRICK *41 02:54:14 02:54:15 04:19:5502:55:02 20221123380 2331 E 51ST, VERNON459VR CARLOS GAMEZ07:00:2311/28/2022RPT Department OCA Number RMS Juris VPD CR22-2229 CA0197300 VPD REDONA,BRYAN *43 07:02:32 07:02:45 07:07:16 VPD FLORES,TERESA 32W 07:03:17 07:31:4707:07:04 20221123383 4700 S BOYLE AV, VERNON459R BAILEY 4407:27:2811/28/2022RPT Department OCA Number RMS Juris VPD CR22-2230 CA0197300 VPD GONZALEZ,BRITTANY *43 07:28:54 08:18:5507:34:44 VPD OURIQUE,CARLOS 32W 07:33:17 07:58:4407:39:20 VPD ZOZAYA,OSCAR 47E 07:29:24 08:43:5007:31:17 20221123387 4901 FRUITLAND AV, VERNON487R AMERICAN ELECTRIC COMPONENTS08:13:0511/28/2022RPT Department OCA Number RMS Juris VPD CR22-2234 CA0197300 VPD GONZALEZ,BRITTANY *43 08:34:52 08:34:54 10:16:3408:41:58 20221123389 1Page of 311/28/2022 23:49:06 Item 9 Page 51 of 58 VERNON POLICE DEPARTMENT Call Log Report Type All Unit Times and Location with OCA's Jurisdiction: First Date: Last Date: 11/28/2022 11/28/2022 Call Number Disp Ten Code Caller Address Officer UnitDep Unit Time Dispatch Enroute Depart Arrive Remove Comp VERNON Received Complaint OnScene 20221123389 3015 LEONIS BL, VERNON459VR YI BAO PRODUCE GROUP08:17:1911/28/2022RPT Department OCA Number RMS Juris VPD CR22-2231 CA0197300 VPD OURIQUE,CARLOS *32W 08:34:28 09:09:0508:39:12 20221123390 4820 E 50TH, VERNONAGTAR BON APPETIT08:39:2111/28/2022RPT Department OCA Number RMS Juris VPD CR22-2232 CA0197300 VPD ZOZAYA,OSCAR *47E 08:43:51 09:15:0408:53:56 20221123393 4300 MAYWOOD AV, VERNONREC PAPER PLUS08:57:3611/28/2022VREC 2P8 RPT VPD CEDENO,RUTH *2P8 09:14:31 12:03:3109:19:27 20221123394 4505 BANDINI BL, VERNON594R CLASSIC CONCEPTS08:58:2511/28/2022RPT Department OCA Number RMS Juris VPD CR22-2233 CA0197300 VPD OURIQUE,CARLOS *32W 09:11:26 09:14:54 VPD ZOZAYA,OSCAR 47E 09:15:06 09:48:2509:17:58 20221123398 2529 S SANTA FE AV, VERNON594R VERNON CREDIT UNION10:26:5111/28/2022RPT Department OCA Number RMS Juris VPD CR22-2235 CA0197300 VPD OURIQUE,CARLOS *32W 10:27:51 11:54:2110:30:42 20221123400 148 E 132ND ST, COMPTONREC 10:29:3011/28/2022VREC RPT VPD ZOZAYA,OSCAR *47E 10:29:30 13:08:0010:56:49 20221123403 3736 E 26TH, VERNON140 LNY11:39:5311/28/2022SUP 2Page of 311/28/2022 23:49:06 Item 9 Page 52 of 58 VERNON POLICE DEPARTMENT Call Log Report Type All Unit Times and Location with OCA's Jurisdiction: First Date: Last Date: 11/28/2022 11/28/2022 Call Number Disp Ten Code Caller Address Officer UnitDep Unit Time Dispatch Enroute Depart Arrive Remove Comp VERNON Received Complaint OnScene 20221123403 3736 E 26TH, VERNON140 LNY11:39:5311/28/2022SUP VPD GONZALEZ,BRITTANY *43 11:42:53 12:01:0811:52:34 20221123404 E DISTRICT BL // LOMA VISTA AV, VERNON901TR ALLA12:08:1911/28/2022RPT Department OCA Number RMS Juris VPD CR22-2236 CA0197300 VPD GONZALEZ,BRITTANY *43 12:09:22 13:33:5512:15:52 VPD CERDA,EUGENIO MET1 12:52:4212:33:50 20221123415 LEONIS BL // ALCOA AV, VERNON20002R 14:40:1511/28/2022RPT Department OCA Number RMS Juris VPD CR22-2237 CA0197300 VPD OURIQUE,CARLOS *32W 14:40:29 15:26:3914:53:46 20221123430 6131 MALBURG WY, VERNONREPO 20:57:4611/28/2022REPO RPT Department OCA Number RMS Juris VPD CR22-2238 CA0197300 VPD RECORDS BUREAU *RECD 21:44:2621:01:24 * Denotes Primary Unit 3Page of 311/28/2022 23:49:06 Item 9 Page 53 of 58 VERNON POLICE DEPARTMENT Call Log Report Type All Unit Times and Location with OCA's Jurisdiction: First Date: Last Date: 11/29/2022 11/29/2022 Call Number Disp Ten Code Caller Address Officer UnitDep Unit Time Dispatch Enroute Depart Arrive Remove Comp VERNON Received Complaint OnScene 20221123462 6131 MALBURG WY, VERNONUNATTACHEDTR 09:16:4611/29/2022VI RPT Department OCA Number RMS Juris VPD CR22-2239 CA0197300 VPD CEDENO,RUTH *2P8 10:28:4709:16:46 20221123467 2916 S SANTA FE AV, VERNONID THEFT RPT FARHAN ENTERPRISE10:08:1911/29/2022RPT Department OCA Number RMS Juris VPD CR22-2240 CA0197300 VPD GONZALEZ,BRITTANY *43W 10:11:13 11:14:1010:32:49 VPD CERDA,PAUL,JR 41W 11:14:1010:48:41 20221123468 6105 MAYWOOD AVE, VERNONREC 10:11:4111/29/2022VREC VPD MADRIGAL,ALFONSO *5D33 13:14:4010:11:42 VPD MARTINEZ,GABRIEL 5D30 13:14:4010:11:47 20221123485 2727 S SANTA FE AV, VERNON459VR PENSKE TRUCK LEASING12:37:5711/29/2022RPT Department OCA Number RMS Juris VPD CR22-2241 CA0197300 VPD CERDA,PAUL,JR *41W 12:40:19 12:40:42 VPD CERDA,EUGENIO/HERNANDEZ,RUDY48 12:40:38 13:26:4312:46:03 20221123496 2222 E 38TH, VERNON901TR 14:32:1511/29/2022RPT CITE Department OCA Number RMS Juris VPD CR22-2242 CA0197300 VPD CERDA,EUGENIO/HERNANDEZ,RUDY*48 14:33:29 14:34:02 VPD CERDA,PAUL,JR 41W 14:34:00 15:41:2514:50:26 VPD GONZALEZ,BRITTANY 43W 15:39:3515:04:02 20221123507 SEVILLE AV // LEONIS BL, VERNONTRAFFIC STOP 21:15:3911/29/2022RPT VI CITE Department OCA Number RMS Juris VPD CR22-2243 CA0197300 1Page of 211/30/2022 00:22:49 Item 9 Page 54 of 58 VERNON POLICE DEPARTMENT Call Log Report Type All Unit Times and Location with OCA's Jurisdiction: First Date: Last Date: 11/29/2022 11/29/2022 Call Number Disp Ten Code Caller Address Officer UnitDep Unit Time Dispatch Enroute Depart Arrive Remove Comp VERNON Received Complaint OnScene 20221123507 SEVILLE AV // LEONIS BL, VERNONTRAFFIC STOP 21:15:3911/29/2022RPT VI CITE Department OCA Number RMS Juris VPD CR22-2243 CA0197300 VPD FLORES,TERESA *41W 21:49:2721:15:39 VPD NEWTON,TODD 44E 21:15:42 21:15:42 21:49:2621:15:44 * Denotes Primary Unit 2Page of 211/30/2022 00:22:49 Item 9 Page 55 of 58 VERNON POLICE DEPARTMENT Call Log Report Type All Unit Times and Location with OCA's Jurisdiction: First Date: Last Date: 11/30/2022 11/30/2022 Call Number Disp Ten Code Caller Address Officer UnitDep Unit Time Dispatch Enroute Depart Arrive Remove Comp VERNON Received Complaint OnScene 20221123525 4700 S BOYLE AV, VERNON S/A C459R SO CAL GARMENT06:00:4411/30/2022RPT Department OCA Number RMS Juris VPD CR22-2244 CA0197300 VPD HERNANDEZ,EDWARD *48 06:05:46 06:06:16 06:43:4606:09:02 VPD NEWTON,TODD 44E 06:07:30 06:43:4106:12:15 20221123529 S DISTRICT BL // ATLANTIC BL, VERNON901T LA COUNTY FIRE06:42:4511/30/2022RPT OR Department OCA Number RMS Juris VPD CR22-2245 CA0197300 VPD NEWTON,TODD *44E 06:43:41 07:08:5006:49:21 VPD CERDA,PAUL,JR 41E 07:13:32 07:40:3607:13:38 VPD FLORES,TERESA 41W 06:44:22 07:07:0706:49:26 VPD CERDA,EUGENIO/HERNANDEZ,RUDY48E 06:49:07 07:40:3607:00:06 20221123562 3560 E VERNON AV, VERNON602 09:46:5611/30/2022RPT 1015 Department OCA Number RMS Juris VPD CR22-2248 CA0197300 VPD ZOZAYA,OSCAR *44W 09:47:07 09:47:35 09:50:3509:50:22 VPD CERDA,PAUL,JR 41E 10:48:3809:50:27 VPD CERDA,EUGENIO/HERNANDEZ,RUDY43E 09:47:32 09:47:33 12:01:1209:50:32 20221123563 2720 E 26TH, VERNONREPO UNK09:53:1411/30/2022REPO Department OCA Number RMS Juris VPD CR22-2246 CA0197300 VPD RECORDS BUREAU *RECD 10:38:2009:59:10 20221123564 E 25TH // SANTA FE AVE, VERNON901T T-Mobile USA 888-662-4662 opt 410:13:3911/30/2022RPT Department OCA Number RMS Juris VPD CR22-2247 CA0197300 VPD LANDA,RAFAEL *48W 10:14:38 10:56:3010:14:42 VPD ZOZAYA,OSCAR 44W 10:16:37 10:56:30 20221123581 1Page of 312/01/2022 00:08:43 Item 9 Page 56 of 58 VERNON POLICE DEPARTMENT Call Log Report Type All Unit Times and Location with OCA's Jurisdiction: First Date: Last Date: 11/30/2022 11/30/2022 Call Number Disp Ten Code Caller Address Officer UnitDep Unit Time Dispatch Enroute Depart Arrive Remove Comp VERNON Received Complaint OnScene 20221123581 3737 S SOTO, VERNONWELCK AT&T MOBILITY 800 635 6840 412:22:2711/30/2022RPT Department OCA Number RMS Juris VPD CR22-2249 CA0197300 VPD LANDA,RAFAEL *48W 12:23:38 12:24:41 12:49:5112:28:20 VPD CERDA,PAUL,JR 41E 12:29:04 12:49:50 VPD CERDA,EUGENIO/HERNANDEZ,RUDY43E 12:23:40 12:24:40 12:29:07 20221123587 4901 FRUITLAND AV, VERNON140 AMERICAN ELECTRICAL COMPONENTS13:09:3611/30/2022SUP VPD CERDA,PAUL,JR *41E 13:10:30 13:31:4813:20:31 20221123588 3737 S SOTO, VER902T T-Mobile USA 888-662-4662 opt 413:32:5611/30/2022VOID Department OCA Number RMS Juris VPD CR22-2250 CA0197300 VPD LANDA,RAFAEL *48W 13:34:55 14:44:3813:46:49 20221123592 3737 S SOTO, VERNON911A 15:04:2311/30/2022VOID VPD LANDA,RAFAEL *48W 15:11:2615:04:33 20221123594 3650 FRUITLAND AV, VERNON487R HP DEPOT TRUCK REPAIR15:34:0111/30/2022RPT Department OCA Number RMS Juris VPD CR22-2251 CA0197300 VPD CERDA,PAUL,JR *41E 15:37:13 15:37:35 VPD CERDA,EUGENIO/HERNANDEZ,RUDY43E 15:37:30 16:22:5715:48:02 20221123595 4900 GIFFORD AV, VERNON487R STERIGENICS16:15:1711/30/2022RPT Department OCA Number RMS Juris VPD CR22-2252 CA0197300 VPD CERDA,PAUL,JR *41E 16:17:02 16:23:03 VPD CERDA,EUGENIO/HERNANDEZ,RUDY43E 16:23:00 16:55:4316:23:48 20221123596 2Page of 312/01/2022 00:08:43 Item 9 Page 57 of 58 VERNON POLICE DEPARTMENT Call Log Report Type All Unit Times and Location with OCA's Jurisdiction: First Date: Last Date: 11/30/2022 11/30/2022 Call Number Disp Ten Code Caller Address Officer UnitDep Unit Time Dispatch Enroute Depart Arrive Remove Comp VERNON Received Complaint OnScene 20221123596 2455 E 27TH, VERNON594R SHINE IMPORTS16:44:1511/30/2022RPT Department OCA Number RMS Juris VPD CR22-2253 CA0197300 VPD LANDA,RAFAEL *48W 16:47:04 17:40:5516:56:50 20221123604 E SLAUSON AV // ALCOA AV, VERNON20002R RICARDO22:41:0311/30/2022RPT OR Department OCA Number RMS Juris VPD CR22-2254 CA0197300 VPD HERNANDEZ,MIGUEL,JR *41E 22:41:23 22:41:24 23:56:3323:19:25 * Denotes Primary Unit 3Page of 312/01/2022 00:08:43 Item 9 Page 58 of 58 City Council Agenda Report Meeting Date:January 17, 2023 From:Daniel S. Wall, P.E., Director of Public Works Department:Public Works Submitted by:Daniel S. Wall, P.E., Director of Public Works Subject Quarterly City Housing Report Recommendation Receive and file the December 2022 Quarterly City Housing Report. Background Staff presented this Quarterly City Housing Report, for the period from September 2022 through November 2022, to the Vernon Housing Commission at the December 14, 2022 meeting. The report highlights rent, occupancy, inspections, and repairs. Fiscal Impact There is no fiscal impact associated with this report. Attachments 1. December 2022 Quarterly Housing Report Item 10 Page 1 of 9 Vernon Housing Commission December 14, 2022 Daniel Wall -Director of Public Works Quarterly Report Item 10 Page 2 of 9 Overview 2 1.Rent Register 2.Occupancy 3.Summary of Calls Received 4.Operations 5.Westside Project Update 6.Closing Public Works effectively manages City-owned housing and strives to provide outstanding service to its tenants. Item 10 Page 3 of 9 Rent Register ●Outstanding balance as of 12/08/2022, is $14,166.66 ○Total includes amount due for property damage and/or back owed rent. ○Except for rent outstanding for the month of December, tenants are already on payment plans for property damage and/or back owed rent. 3 Item 10 Page 4 of 9 Occupancy Block Properties Occupied Unoccupied Furlong 10 10 No Vacancies 50th 8 6 3384 50th* 3390 50th** Fruitland 6 5 3357 Fruitland* Vernon 2 1 3560 Vernon*** *Lottery 12/14/22 **Tenant transfer. Projected lottery in late January 2023 (Special VHC Meeting to be scheduled). ***Significant work required following eviction. Lottery projected for March 2023 VHC Meeting. Item 10 Page 5 of 9 Summary of Calls Received 5 Month Calls Received Types of Calls Avg. Days To CompleteRepairsQuestionsHousing Inquiries Other September 10 10 <1 day October 5 5 <1 day November 6 6 < 1 day Totals 21 21 < 1 day Item 10 Page 6 of 9 Operations ●All service request addressed ●DTSE Lead Abatement Vernon Units ●Opportunity to improve Vernon units landscaping/privacy ●Fall 2022 safety inspections 6 Item 10 Page 7 of 9 Westside Update -Evolution Process 12/1/22 + 5 years2023 + 10 years + 15 years #3 Guide 3rd Party Residential Development (Already Underway) #2 Seek Near-term Approval of Zoning #4 Utilize Vision as a action guide, inspiration and implementation guardrails. Z o n i n g C h a n g e s Zoning V i s i o n #1 Separate zoning from the vision Truck Route Walkable Santa Fe Ave Catalytic Sites Greenways Placemaking 2808 S Santa Fe 5592-5600 S Santa Fe Item 10 Page 8 of 9 Public Works: 1.Follows established VHC Policies and Procedures in management practices including filling vacancies via lottery 2.Actively inspects and maintains City-owned residential properties in accordance with best practices for landlords 3.Manages housing costs in a fiscally responsible manner within the budget approved by the City Council 4.Stays abreast of current issues impacting City-owned properties and tenants. 5.Engages tenants through proactive and legally compliant communications to inform of actions and invite feedback 6.Plans for the future of housing in Vernon. 8 In Closing... Item 10 Page 9 of 9 City Council Agenda Report Meeting Date:January 17, 2023 From:Carlos Fandino, City Administrator Department:City Administration Submitted by:Brittany Rodriguez, Senior Administrative Assistant Subject Authorization to Order Agreements with A T and T Mobility (AT&T) for State of California CALNET NextGen Recommendation Approve and authorize the City Administrator to execute the Authorization to Order Agreements with AT&T for various telecommunications and network services, in substantially the same form as submitted, for a total amount not-to-exceed $294,000 for a three-year term. Background Since 2015, the City has obtained telecommunications and network services for City facilities from AT&T through the CALNET 3 Contract that provided competitive rates as secured by the State contract with AT&T. AT&T has informed the City’s Information Technology Division that it will no longer provide services under the old CALNET 3 Contract as they are transitioning to their CALNET NextGen service. CALNET NextGen is a competitively bid contract that provides a comprehensive array of telecommunications and network services to public entities throughout the State. Under the State’s contract, any public agency is allowed to order services and products as set forth in the contract by completing and submitting an Authorization to Order (ATO) Under State Contract prior to ordering services. In accordance with Section 3.32.110(A)(5)(b) of the Vernon Municipal Code (VMC), the proposed Authorization to Order Agreements with AT&T for the State of California CALNET NextGen (ATO Agreement) is exempt from competitive bidding, as services would be purchased from AT&T at the same price, terms and conditions as in a previous award from another public agency by competitive bid. The Information Technology Division recommends completing and submitting the attached ATO Agreements. Signing the ATOs will allow the City to pay competitive rates available under the State’s CALNET NextGen Contract. If the City chooses not to order these services under the CALNET NextGen Contract, the City will pay significantly higher service rates. Signing the ATO Agreements will not affect any existing services since no upgrades or equipment changes will be required. Pursuant to VMC Section 3.32.030(A), Council approval is required, as the total value over the lifetime of the ATO Agreements exceeds $100,000. The attached ATO Agreements have been reviewed and approved as to form by the City Attorney’s Office. Fiscal Impact The fiscal impact is estimated at $294,000. Sufficient funds are available in General Fund, Information Technology Division, Utilities Account No. 011-010-110-526010 in Fiscal Year 2022- 2023 and will be budgeted in subsequent Fiscal Years. Attachments 1. CALNET AT&T ATO Agreements Item 11 Page 1 of 20 AUTHORIZATION TO ORDER (ATO) Cellular – Category 19.1 AT and T Mobility and the California Department of Technology (CDT) have entered into a four-year statewide contract for CALNET Cellular Voice and Data Services, C4CVD18, Category 19. The CDT may, at its sole option elect to extend the Contract Term for up to the number of years as indicated in the Contract. Category/Subcategory: 19.1, CALNET Cellular Business Services •Contract award: 05/23/2019 •Contract end: 06/30/2023 •Number of optional extensions and extension duration(s): 2 extensions, 2 years per extension Pursuant to the Contract C4-CVD-19-001-04, which is incorporated herein by reference, any eligible non-state public entity (herein "Non-State Entity"), as authorized in Government Code section 11541 is allowed to order services and products (collectively "Services") solely as set forth in the Contract. To establish CALNET eligibility, the Non-State Entity shall be required to have a Non-State Entity Service Policy and Agreement (NESPA) on file with the CDT CALNET Program, prior to submitting this Authorization to Order (ATO). Once the Non-State Entity and the Contractor approve and sign the ATO, the Contractor shall deliver this ATO to the CALNET Program for review and approval. No Service(s) shall be ordered by the Non-State Entity or provided by the Contractor until both parties and the CALNET Program execute this ATO. By executing this ATO, the [Non-State Entity] may subscribe to the Service(s), and the Contractor agrees to provide the Service(s), in accordance with the terms and conditions of this ATO and the Contract. Service catalogs, rates and Contract terms are available at the CALNET Program website. The ATO, and any resulting order for Service(s), is a contract between the Non- State Entity and the Contractor. As such, the CDT will not facilitate, intervene, advocate or escalate any disputes between the Non-State Entity and the Contractor or represent the Non-State Entity in resolution of litigated disputes between the parties. Item 11 Page 2 of 20 The ATO shall not exceed the term of the Contract and shall remain in effect for the duration of the contract unless: •The CDT, at its discretion, revokes the approved ATO; or •The Non-State Entity terminates the ATO, for specific Service(s) in part or in total, prior to termination of the Contract, by providing the Contractor with a 30 calendar days’ prior written notice of cancellation. The Non-State Entity, upon execution of the ATO, certifies that: •The Non-State Entity understands that the Contractor and the CDT may, from time to time and without the Non-State Entity’s consent, amend the terms and conditions of the Contract thereby affecting the terms of the service the Non-State Entity receives from the Contractor. •The Non-State Entity has reviewed the terms and conditions, including the rates and charges, of the Contract. •The Non-State Entity understands and agrees that the Contractor invoices for Service(s) subscribed to under the Contract are subject to review and/or audit by the CDT, pursuant to provisions of the Contract. •All Service(s) ordered under the ATO will be submitted to the Contractor using an authorized purchasing document, signed by the Non-State Entity’s authorized signatory. Any additions, changes to, or deletions of Service(s) shall be accomplished by submission of a purchasing document to the Contractor, noting the changes. •The Non-State Entity understands and agrees that the Contractor shall provide the CALNET Program all data, invoices, reports and access to trouble tickets for Service(s) subscribed to under the Contract, pursuant to provisions of the Contract. Upon execution of the ATO, the Non-State Entity authorizes the CALNET Contractor to release the Non-State Entity’s Customer Proprietary Network Information (CPNI) to the CALNET Program for purposes of administering the Contract. •The Non-State Entity understands that, the Contractor shall bill the Non- State Entity; and the Non-State Entity shall pay the Contractor according to the terms and conditions, and rates set forth in the Contract for such Service(s). Item 11 Page 3 of 20 E-Rate Customers Only – Complete if applying for E-Rate funding: (Enter Non-State Entity name) intends to seek Universal Service Funding (E-Rate) for eligible Service(s) provided under the ATO. The Service(s) ordered under the ATO shall commence MM/DD/YYYY (“Service Date”). Upon the Service Date, the ATO supersedes and replaces any applicable servicing arrangements between the Contractor and the Non- State Agency for the Service(s) ordered under the ATO. Contact Number: Email: IN WITNESS WHEREOF, to the parties below hereto have caused the execution of this ATO. The effective date of this ATO, between the Non- State Entity, the Contractor and CDT/CALNET shall be pursuant to the CDT/CALNET “DATE EXECUTED” shown below. Contractor A T and T Mobility Authorized Agent: Attention: 2700 Watt Avenue, Room 1213 Sacramento, CA 95820 Contact Information Any notice or demand given under this Contract to the Contractor or the Non-State Entity shall be in writing and addressed to the following: Non-State Entity Non-State Entity Name: Authorized Agent Name: Title of Authorized Agent: Attention: Address: City, State, Zip Code: Ken Todd Contract Program Manager Contact Number: 916-768-5000 Email: KT3893@att.com Item 11 Page 4 of 20 Non-State Entity Authorized Agent Name Title of Authorized Agent Signature Date Signed Contractor Authorized Agent Name Title of Authorized Agent Signature Date Signed Approved By: State of California, Department of Technology Authorized Agent Name Title of Authorized Agent Signature Date Executed _________________________________________ _________________________________________ _________________________________________ CALNET Program Analyst Item 11 Page 5 of 20 CALNET AUTHORIZATION TO ORDER (ATO) AT&T Corp. and the California Department of Technology (CDT) have entered into a five-year statewide contract for CALNET IFB C4DNCS19, Data Networks and Communications Services, Categories 20, 21, 22, 23, 24, 25, 27, 28, 29 and 30. The CDT may, at its sole option elect to extend the Contract Term for up to the number of years as indicated in the Contract. Category: 20, MPLS Data Network Services • Contract award: 04/15/2020 • Contract end: 06/30/2025 • Number of optional extensions and extension duration(s): 3 extensions, 1 year per extension Category: 21, Standalone VoIP Services • Contract award: 04/15/2020 • Contract end: 06/30/2025 • Number of optional extensions and extension duration(s): 3 extensions, 1 year per extension Category: 22, Cloud Hosted VoIP Services • Contract award: 04/15/2020 • Contract end: 06/30/2025 • Number of optional extensions and extension duration(s): 3 extensions, 1 year per extension Category: 23, Metropolitan Area Network (MAN) Ethernet Services and Features • Contract award: 04/15/2020 • Contract end: 06/30/2025 • Number of optional extensions and extension duration(s): 3 extensions, 1 year per extension Category: 24, Flat Rate Internet Services • Contract award: 04/15/2020 • Contract end: 06/30/2025 • Number of optional extensions and extension duration(s): 3 extensions, 1 year per extension Item 11 Page 6 of 20 Category: 25, Sustained Bandwidth Internet Services and Features • Contract award: 04/15/2020 • Contract end: 06/30/2025 • Number of optional extensions and extension duration(s): 3 extensions, 1 year per extension Category: 27, Standard Contact Center Services • Contract award: 04/15/2020 • Contract end: 06/30/2025 • Number of optional extensions and extension duration(s): 3 extensions, 1 year per extension Category: 28, Custom Contact Center Services • Contract award: 04/15/2020 • Contract end: 06/30/2025 • Number of optional extensions and extension duration(s): 3 extensions, 1 year per extension Category: 29, Converged VoIP Services • Contract award: 04/15/2020 • Contract end: 06/30/2025 • Number of optional extensions and extension duration(s): 3 extensions, 1 year per extension Category: 30, Broadband with Internet Services • Contract award: 04/15/2020 • Contract end: 06/30/2025 • Number of optional extensions and extension duration(s): 3 extensions, 1 year per extension Pursuant to the Contract C4-DNCS-19-001-40, which is incorporated herein by reference, any eligible non-state public entity (herein "Non-State Entity"), as authorized in Government Code section 11541 is allowed to order services and products (collectively "Services") solely as set forth in the Contract. To establish CALNET eligibility, the Non-State Entity shall be required to have a Non-State Entity Service Policy and Agreement (NESPA) on file with the CDT CALNET Program, prior to submitting this Authorization to Order (ATO). Item 11 Page 7 of 20 Once the Non-State Entity and the Contractor approve and sign the ATO, the Contractor shall deliver this ATO to the CALNET Program for review and approval. No Service(s) shall be ordered by the Non-State Entity or provided by the Contractor until both parties and the CALNET Program execute this ATO. By executing this ATO, the [Non-State Entity] may subscribe to the Service(s), and the Contractor agrees to provide the Service(s), in accordance with the terms and conditions of this ATO and the Contract. Service catalogs, rates and Contract terms are available at the CALNET Program website. The ATO, and any resulting order for Service(s), is a contract between the Non- State Entity and the Contractor. As such, the CDT will not facilitate, intervene, advocate or escalate any disputes between the Non-State Entity and the Contractor or represent the Non-State Entity in resolution of litigated disputes between the parties. The ATO shall not exceed the term of the Contract and shall remain in effect for the duration of the contract unless: •The CDT, at its discretion, revokes the approved ATO; or •The Non-State Entity terminates the ATO, for specific Service(s) in part or in total, prior to termination of the Contract, by providing the Contractor with a 30 calendar days’ prior written notice of cancellation. The Non-State Entity, upon execution of the ATO, certifies that: •The Non-State Entity understands that the Contractor and the CDT may, from time to time and without the Non-State Entity’s consent, amend the terms and conditions of the Contract thereby affecting the terms of the service the Non-State Entity receives from the Contractor. •The Non-State Entity has reviewed the terms and conditions, including the rates and charges, of the Contract. •The Non-State Entity understands and agrees that the Contractor invoices for Service(s) subscribed to under the Contract are subject to review and/or audit by the CDT, pursuant to provisions of the Contract. •All Service(s) ordered under the ATO will be submitted to the Contractor using an authorized purchasing document, signed by the Non-State Entity’s authorized signatory. Any additions, changes to, or deletions of Service(s) shall be accomplished by submission of a purchasing document to the Contractor, noting the changes. Item 11 Page 8 of 20 •The Non-State Entity understands and agrees that the Contractor shall provide the CALNET Program all data, invoices, reports and access to trouble tickets for Service(s) subscribed to under the Contract, pursuant to provisions of the Contract. Upon execution of the ATO, the Non-State Entity authorizes the CALNET Contractor to release the Non-State Entity’s Customer Proprietary Network Information (CPNI) to the CALNET Program for purposes of administering the Contract. •The Non-State Entity understands that, the Contractor shall bill the Non- State Entity; and the Non-State Entity shall pay the Contractor according to the terms and conditions, and rates set forth in the Contract for such Service(s). E-Rate Customers Only – Complete if applying for E-Rate funding: (Enter Non-State Entity name) intends to seek Universal Service Funding (E-Rate) for eligible Service(s) provided under the ATO. The Service(s) ordered under the ATO shall commence MM/DD/YYYY (“Service Date”). Upon the Service Date, the ATO supersedes and replaces any applicable servicing arrangements between the Contractor and the Non- State Agency for the Service(s) ordered under the ATO. Contact Information Any notice or demand given under this Contract to the Contractor or the Non- State Entity shall be in writing and addressed to the following: Non-State Entity Non-State Entity Name Authorized Agent Title of Authorized Agent Address City, State, Zip Code Contact Number Email Item 11 Page 9 of 20 Contact Number: Email : IN WITNESS WHEREOF, the parties below hereto have caused the execution of this ATO. The effective date of this ATO, between the Non-State Entity, the Contractor and CDT/CALNET shall be pursuant to the CDT/CALNET “DATE EXECUTED” shown below. Non-State Entity Authorized Agent Name Date Signed Title of Authorized Agent Signature Contractor Authorized Agent Name Title of Authorized Agent Signature Date Signed Approved By: State of California, Department of Technology Authorized Agent Name Title of Authorized Agent Signature Date Executed _________________________________________ _________________________________________ _________________________________________ Contractor AT&T Corporation Authorized Agent : Keith Nagel Attention: Program Management Office Address: 2700 Watt Avenue Room 1213 Sacramento, CA 95821 916-384-6175 KN7135@att.com CALNET Program Analyst Item 11 Page 10 of 20 CALNET AUTHORIZATION TO ORDER (ATO) AT&T Corp and the California Department of Technology (CDT) have entered into a multi-year statewide contract for CALNET Legacy Telecommunications Voice and Data Services, C4A1LEG18, Categories 15, 16, 17, and 18. The CDT may, at its sole option elect to extend the Contract Term for up to the number of years as indicated in the Contract. Category 15, Dedicated Transport: ·Contract award: 01/03/2019 ·Contract end: 01/02/2026 ·Number of optional extensions and extension duration(s): 3 extensions, 1 year per extension Category 15.2.2, Carrier DSO Service: ·Contract award: 01/03/2019 ·Contract end: 01/02/2022 ·Number of optional extensions and extension duration(s): 2 extensions, 1 year per extension Category 16, Long Distance Calling: ·Contract award: 01/03/2019 ·Contract end: 01/02/2024 ·Number of optional extensions and extension duration(s): 5 extensions, 1 year per extension Category 17, Toll Free Voice Calling: ·Contract award: 01/03/2019 ·Contract end: 01/02/2024 ·Number of optional extensions and extension duration(s): 5 extensions, 1 year per extension Category 18, Legacy Telecommunications: ·Contract award: 01/03/2019 ·Contract end: 01/02/2026 ·Number of optional extensions and extension duration(s): 3 extensions, 1 year per extension Category 18.3.1.1, Analog Service: ·Contract award: 01/03/2019 ·Contract end: 01/02/2022 ·Number of optional extensions and extension duration(s): 2 extensions, 1 year per extension Item 11 Page 11 of 20 Pursuant to the Contract C4-LEG-12-10-TS-01, which is incorporated herein by reference, any eligible on-state public entity (herein "Non-State Entity"), as authorized in Government Code section 11541 is allowed to order services and products (collectively "Services") solely as set forth in the Contract. To establish CALNET eligibility, the Non-State Entity will be required to have a Non-State Entity Service Policy and Agreement (NESPA) on file with the CDT CALNET Program, prior to submitting the Authorization to Order (ATO). Once the Non-State Entity and the Contractor approve and sign the ATO, the Contractor shall deliver the ATO to the CALNET Program for review and approval. No Service(s) shall be ordered by the Non-State Entity or provided by the Contractor until both parties and the CALNET Program execute the ATO. By executing the ATO, the [Non-State Entity] may subscribe to the Service(s), and the Contractor agrees to provide the Service(s), in accordance with the terms and conditions of the ATO and the Contract. Service catalogs, rates and Contract terms are available at the CALNET Program website. The ATO, and any resulting order for Service(s), is a contract between the Non- State Entity and the Contractor. As such, the CDT will not facilitate, intervene, advocate or escalate any disputes between the Non-State Entity and the Contractor or represent the Non-State Entity in resolution of litigated disputes between the parties. The ATO shall not exceed the term of the Contract and shall remain in effect for the duration of the contract unless: ·The CDT, at its discretion, revokes the approved ATO ; or ·The Non-State Entity terminates the ATO, for specific Services(s) in part or in total, prior to termination of the Contract, by providing the Contractor with a 30 calendar days’ prior written notice of cancellation. The Non-State Entity, upon execution of the ATO, certifies that: ·The Non-State Entity understands that the Contractor and the CDT may, from time to time and without the Non-State Entity’s consent, amend the terms and conditions of the Contract thereby affecting the terms of service the Non-State Entity receives from the Contractor. ·The Non-State Entity has reviewed the terms and conditions, including the rates and charges, of the Contract. ·The Non-State Entity understands and agrees that the Contractor invoices for Service(s) subscribed to under the Contract are subject to review and/or audit by the CDT, pursuant to provisions of the Contract. Item 11 Page 12 of 20 ·All Service(s) ordered under the ATO will be submitted to the Contractor using an authorized purchasing document, signed by the Non-State Entity’s authorized signatory. Any additions, changes to, or deletions of Service(s) shall be accomplished by submission of a purchasing document to the Contractor, noting the changes. ·The Non-State Entity understands and agrees that the Contractor shall provide the CALNET Program all data, invoices, reports and access to trouble tickets for Service(s) subscribed to under the Contract, pursuant to provisions of the Contract. Upon execution of the ATO, the Non-State Entity authorizes the CALNET Contractor to release the Non-State Entity’s Customer Proprietary Network Information (CPNI) to the CALNET Program for purposes of administering the Contract. ·The Non-State Entity understands that, the Contractor shall bill the Non- State Entity, and the Non-State Entity shall pay the Contractor according to the terms and conditions , and rates set forth in the Contract for such Service(s). E-Rate Customers Only – Complete if applying for E-Rate funding: [Enter Non-State Entity name] intends to seek Universal Service Funding (E-Rate) for eligible Service(s) provided under the ATO. The Service(s) ordered under the ATO shall commence [MM/DD/YYYY] (“Service Date”). Upon the Service Date, the ATO supersedes and replaces any applicable servicing arrangements between the Contractor and the Non- State Agency for the Service(s) ordered under the ATO. Contact Information Any notice or demand given under this Contract to the Contractor or the Non- State Entity shall be in writing and addressed to the following: Non-State Entity Non-State Entity Name Authorized Agent Title of Authorized Agent Address City, State, Zip Code Contact Number Email Item 11 Page 13 of 20 IN WITNESS WHEREOF, the parties below hereto have caused the execution of this ATO. The effective date of this ATO, between the Non-State Entity, the Contractor and CDT/CALNET shall be pursuant to the CDT/CALNET “DATE EXECUTED” shown below. Non-State Entity Date Signed Authorized Agent Name Contractor Date Signed Date Executed Contractor AT&T Corporation Authorized Agent : Keith Nagel Attention: Program Management Office Address: 2700 Watt Avenue Room 1213 Sacramento, CA 95821 Contact Number: 916-384-6175 Email : KN7135@att.com Title of Authorized Agent Signature _________________________________________ Authorized Agent Name Title of Authorized Agent Signature __________________________________________ Approved By: State of California Department of Technology Authorized Agent Name Title of Authorized Agent Signature _________________________________________ CALNET Program Analyst Item 11 Page 14 of 20 Page 1 of 5 AUTHORIZATION TO ORDER (ATO) FIRSTNET – BROADBAND FOR PUBLIC SAFETY AT&T and the California Department of Technology (CDT) have entered into a five year statewide contract for FirstNet – Broadband for Public Safety Contract C3A2FN9-18, Category 9.1. The CDT may, at its sole option elect to extend the Contract Term for up to the number of years as indicated in the Contract. Category 9.1 – FirstNet – Broadband for Public Safety •Contract award: 10/22/2018 •Contract end: 10/21/2023 •Number of optional extensions and extension duration(s): 2 extensions, 1 year per extension Pursuant to Contract Number C3A2FN9-18, which is incorporated herein by reference, any 100% tax supported non-state Public Safety Entity (herein “Non- State PSE”), as recognized by the First Responder Network Authority (FirstNet Authority), approved by California Governor’s Office of Emergency Services (Cal OES) and authenticated by AT&T as an authorized Non-State PSE, may order services and products (collectively "Services") solely as set forth in the Contract. All Non-State PSE’s who are 100% tax supported must complete a Non-State Entity Service Policy and Agreement (NESPA) prior to completing and submitting this FirstNet Authorization to Order (ATO). The California Department of Technology, California Network and Telecommunications (CALNET) Program must approve both documents prior to Non-State PSEs ordering Services. Non- State PSEs who are not 100% tax supported and do not qualify under the NESPA must obtain approval from Cal OES. In the event of an emergency, as defined within this Contract, Non-State PSEs may order the Services and submit this ATO as soon as feasible after Services are provided. The ATO shall become effective upon execution by the Non-State PSE, Contractor, and CDT. No Service(s) shall be ordered by Non-State PSE or Item 11 Page 15 of 20 Page 2 of 5 provided by Contractor until this ATO has been executed by both parties and CDT (except as provided herein for emergencies). By executing the ATO, the (Non-State PSE) may subscribe to the Service(s), and the Contractor agrees to provide the Service(s), in accordance with the terms and conditions of this ATO and the Contract. Service, catalogs, rates and Contract terms are available at CALNET Program website. The ATO, and any resulting order for Service(s), is a contract between the Non- State PSE and the Contractor. As such, the CDT will not facilitate, intervene, advocate or escalate any disputes between the Non-State PSE and the Contractor or represent the Non-State PSE in resolution of litigated disputes between the parties. This ATO shall not exceed the term of the Contract and shall remain in effect for the duration of the contract unless: •THE CDT, AT ITS DISCRETION, REVOKES THE APPROVED ATO; OR THE NON-STATE PSE TERMINATES THE ATO, FOR SPECIFIC SERVICE(S) IN PART OR IN TOTAL, PRIOR TO TERMINATION OF THE CONTRACT, BY PROVIDING THE CONTRACTOR WITH A 30 CALENDAR DAYS’ PRIOR WRITTEN NOTICE OF CANCELLATION. THE NON-STATE PSE, UPON EXECUTION OF THE ATO, CERTIFIES THAT: •THE NON-STATE PSE UNDERSTANDS THAT THE CONTRACTOR AND THE CDT MAY, FROM TIME TO TIME AND WITHOUT THE NON-STATE PSE’S CONSENT, AMEND THE TERMS AND CONDITIONS OF THE CONTRACT THEREBY AFFECTING THE TERMS OF SERVICE THE NON-STATE PSE RECEIVES FROM THE CONTRACTORS; •THE NON-STATE PSE HAS REVIEWED THE TERMS AND CONDITIONS, INCLUDING THE RATES AND CHARGES, OF THE CONTRACT; •THE NON-STATE PSE, UNDERSTANDS AND AGREES THAT CONTRACTOR INVOICES FOR SERVICE(S) SUBSCRIBED TO UNDER THE CONTRACT ARE SUBJECT TO REVIEW AND/OR AUDIT BY THE CDT, PURSUANT TO PROVISIONS OF THE CONTRACT; •All Service(s) ordered under the ATO will be submitted to the Contractor using an authorized purchasing document, signed by the Non-State PSE’s authorized signatory. Any additions, changes to, or deletions of Service(s) shall be accomplished by submission of a purchasing document to the Contractor, noting the changes; Item 11 Page 16 of 20 Page 3 of 5 •THE NON-STATE PSE UNDERSTANDS AND AGREES THAT THE CONTRACTOR SHALL PROVIDE THE CALNET PROGRAM ALL DATA, INVOICES, REPORTS AND ACCESS TO TROUBLE TICKETS FOR SERVICE(S) SUBSCRIBED TO UNDER THE CONTRACT, PURSUANT TO PROVISIONS OF THE CONTRACT. UPON EXECUTION OF THE ATO, THE NON-STATE PSE AUTHORIZES THE CALNET CONTRACTOR TO RELEASE THE NON-STATE PSE’S CUSTOMER PROPRIETARY NETWORK INFORMATION (CPNI) TO THE CALNET PROGRAM FOR PURPOSES OF ADMINISTERING THE CONTRACT; AND •THE NON-STATE PSE UNDERSTANDS THAT, THE CONTRACTOR SHALL BILL THE NON-STATE PSE, AND THE NON-STATE PSE SHALL PAY THE CONTRACTOR ACCORDING TO THE TERMS AND CONDITIONS, AND RATES SET FORTH I N THE CONTRACT FOR SUCH SERVICE(S). Contact Information Any notice or demand given under this Contract to the Contractor or the Non- State PSE shall be in writing and addressed to the following: Contact Number : 916-768-5000 Email: kt3896@ATT.com North American Industry Classification System Code (NAICS) NAICS Industry Title North American Industry Classification System Code (NAICS) NAICS Industry Title AT&T Authorized Agent: Ken Todd Attention: Contract Program Manager 2700 Watt Avenue Sacramento, CA 95821 Non-State PSE Contractor Item 11 Page 17 of 20 Page 4 of 5 North American Industry Classification System Code (NAICS) NAICS I ndustry Title North American Industry Classification System Code (NAICS) NAICS I ndustry Title Emergency Services PSE Name Requesting Support Address City, State, Zip Code Contact Number Email: Support Function and Incident (if known) Alternate Non-State PSE Contact Name Title Phone Email Name Title Item 11 Page 18 of 20 Page 5 of 5 IN WITNESS WHEREOF, the parties below hereto have caused the execution of this ATO. The effective date of this ATO, between the Non-State PSE, the Contractor, and CDT/CALNET shall be pursuant to the CDT/CALNET “DATE EXECUTED” shown below. Non-State PSE Authorized Agent Name Title of Authorized Agent Signature _____________________________________________ Date Signed Contractor Authorized Agent Name Title of Authorized Agent Signature _____________________________________________ Date Signed Approved By: State of California Department of Technology Authorized Agent Name Title of Authorized Agent Signature Date Executed _________________________________________ CALNET Program Analyst Item 11 Page 19 of 20 DEPARTMENT OF TECHNOLOGY NON-STATE ENTITY SERVICE POLICY AND AGREEMENT (NESPA) Revised 03/12/20 The California Network and Telecommunications Program (CALNET) service offerings are primarily intended to meet State entity requirements. However, CALNET services may be purchased by qualified non-State entities. To use the CALNET next generation of contracts, non-State entities are required to self-certify that their organization qualifies for one of the CALNET eligibility criteria below. Authorized Entity Criteria ☐Local government entities are defined as “any city, county, city and county, district or other governmental body empowered to expend public funds for the acquisition of goods” per Public Contract Code Chapter 2, Paragraph 10298 (a) (b). While the State makes this contract available to local governmental entities, each local governmental entity should determine whether this contract is consistent with its procurement policies and regulations. ☐Entirely 100% tax supported entity ☐A governmental entity with a Joint Powers Agreement (JPA) ☐Federally recognized Indian Tribe NON-STATE ENTITY INFORMATION REQUESTING NON-STATE ENTITY ORGANIZATION NAME NAME AND TITLE OF AUTHORIZED REPRESENTATIVE SIGNING ON BEHALF OF NON-STATE ENTITY STREET ADDRESS CITY, STATE, ZIP CODE CONTACT PHONE NUMBER EMAIL ADDRESS I certify under penalty of perjury the requesting entity meets the NESPA “Authorized Entity Criteria” selected above. __________________________________________________________________________ NON-STATE ENTITY SIGNATURE DATE CDT/CALNET PROGRAM CUSTOMER CODE: Please select one of the following: Item 11 Page 20 of 20 City Council Agenda Report Meeting Date:January 17, 2023 From:Michael Earl, Director of Human Resources Department:Human Resources Submitted by:Michael Earl, Director of Human Resources Subject Revised Proclamation Recognizing Retired Employee – Jerry R. Chavez, Jr. Recommendation Approve revised proclamation. Background Historically, the City Council has issued proclamations in honor of retired City Employees. Jerry R. Chavez, Jr. retired from the City of Vernon Police Department on November 1, 2021, and the City Council approved a retirement proclamation on November 16, 2021. It is requested that City Council approve the revised retirement proclamation. Once approved by City Council, the revised proclamation will be issued to Mr. Chavez. Fiscal Impact There is no fiscal impact associated with this report. Attachments 1. Proclamation – Jerry R. Chavez, Jr. Item 12 Page 1 of 2 A PROCLAMATION OF THE MAYOR AND THE CITY COUNCIL OF THE CITY OF VERNON COMMENDING JERRY R. CHAVEZ, JR. FOR HIS DEDICATED LAW ENFORCEMENT SERVICE TO THE CITY WHEREAS, Jerry R. Chavez, Jr. has been a dedicated employee of the City of Vernon and has faithfully served in various positions since January 10, 1994 including Dispatcher, Police Officer, and Police Sergeant; and WHEREAS, Jerry Chavez retired from the City of Vernon effective November 1, 2021, after providing over twenty-seven years of service to the City of Vernon; and WHEREAS, Jerry Chavez served in numerous assignments within the Vernon Police Department including Detective, Detective Sergeant, Detective assigned to the regional LA IMPACT team, Sergeant at CTIP, Sergeant overseeing the Police Corporal Program, Sergeant in the Professional Standards Unit, and provided field training for new officers; and WHEREAS, Jerry Chavez completed many professional development training courses over his career, is a graduate of the Sherman Block Leadership Institute, and earned supervisory level certification from the California Commission on Peace Officer Standards and Training (P.O.S.T.); and WHEREAS, Jerry Chavez served as President of the Vernon Police Officers Benefit Association; and WHEREAS, during his long and dedicated law enforcement career, Jerry Chavez was recognized with several awards such as the 10851 California Vehicle Code Award presented by the California Highway Patrol in recognition of an extraordinary number of auto-theft arrests and automobile recoveries, as well as Outstanding Innovation, Citizen Appreciation, Safe Driving, Educational Achievement, Life Saving, and American Heart Association Heart Saver Hero awards; and WHEREAS, it is an honor to express our appreciation to Jerry Chavez for his service to the City of Vernon and wish Jerry good health upon his retirement and for continued success in life’s pursuits. NOW, THEREFORE, THE MAYOR AND THE CITY COUNCIL OF THE CITY OF VERNON, ON BEHALF OF ITS EMPLOYEES, RESIDENTS AND BUSINESSES HEREBY COMMEND JERRY R. CHAVEZ JR. FOR HIS YEARS OF SERVICE TO THE CITY. THIS PROCLAMATION IS BEING PRESENTED TO JERRY CHAVEZ BY THE HONORABLE MAYOR LETICIA LOPEZ FOR AND ON BEHALF OF THE CITY COUNCIL OF THE CITY OF VERNON THIS 17TH DAY OF JANUARY, TWO THOUSAND AND TWENTY- THREE. CITY OF VERNON ___________________________ LETICIA LOPEZ, Mayor Item 12 Page 2 of 2 City Council Agenda Report Meeting Date:January 17, 2023 From:Daniel S. Wall, P.E., Director of Public Works Department:Public Works Submitted by:Lissette Melendez, Project Engineer Subject Grant Deed Dedicating in Fee a Portion of the Property Located at 5655 Santa Fe Avenue Recommendation A. Find that accepting the Grant Deed is categorically exempt from California Environmental Quality Act (CEQA) review, in accordance with CEQA Guidelines Section 15301(c) because if any construction occurs as a result of accepting and executing the Grant Deed, the project would involve negligible expansion of an existing street; and B. Adopt Resolution No. 2023-01 accepting the Grant Deed of a portion of the property located at 5655 Santa Fe Avenue – Assessor’s Parcel Numbers (APN) 6308-017-011, 012 and 013. Background As part of the property development project at 5655 Santa Fe Avenue, the property owner is required to meet the right-of-way street widths shown in the City’s Master Plan of Streets. This Grant Deed from NP Santa Fe, LLC, a Delaware limited liability company, dedicates to the City of Vernon in fee simple title, a portion of the property at 5655 Santa Fe Avenue (Assessor’s Parcel Number 6308-017-011, 012 and 013). The dedication is approximately 491 square feet in size, located on the Northwest corner of Santa Fe Avenue and 57th Street. The improvements at the corner radius will meet the requirements of the City’s Master Plan of Streets. The dedication will increase the corner radius at Santa Fe Avenue and 57th Street from 15 feet to 60 feet. The Certificate of Acceptance has been approved as to form by the City Attorney’s Office. Fiscal Impact There is no fiscal impact associated with this report. Attachments 1. Resolution No. 2023-01 2. Certificate of Acceptance Item 13 Page 1 of 8 RESOLUTION NO. 2023-01 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON ACCEPTING THE GRANT DEED OF A PORTION OF THE PROPERTY LOCATED AT 5655 SANTA FE AVENUE - ASSESSOR’S PARCEL NUMBERS (APN) 6308-017-011, 012 AND 013 SECTION 1. Recitals. A.NP Santa Fe, LLC (Grantor) has agreed to dedicate in fee a portion of the real property commonly known as 5655 Santa Fe Avenue in the City of Vernon, approximately 491 square feet in size, located on the northwest corner of 57th Street and Santa Fe Avenue, (APNs 6308-017-011, 012 & 013) (Property). B.Grantor has delivered to the City a grant deed dated December 5, 2022, dedicating in fee the Property to the City, a copy of which is attached hereto as Exhibit A (Grant Deed). C.The dedication is required as part of the new parcel development and will meet the City of Vernon’s Master Plan of Streets. The new right-of-way will be used for street and sidewalk purposes. D.By memorandum dated January 17, 2023, the Director of Public Works has recommended that the City accept the Grant Deed and approve the execution of the Certificate of Acceptance. E.The City Council of the City of Vernon has determined that acceptance of the Grant Deed would be in the public interest. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF VERNON AS FOLLOWS: SECTION 2. The City Council of the City of Vernon hereby finds and determines that the above recitals are true and correct. SECTION 3. The City Council of the City of Vernon hereby finds that this action is categorically exempt from California Environmental Quality Act (CEQA) review, in accordance with CEQA Guidelines section 15301(c), because if any construction occurs as a result of accepting and executing the Grant Deed, the project would involve negligible expansion of an existing street. SECTION 4. The City Council of the City of Vernon hereby accepts that certain Grant Deed executed by NP Santa Fe, LLC dated December 5, 2022, and attached hereto as Exhibit A. Item 13 Page 2 of 8 Resolution No. 2023-01 Page 2 of 6 _______________________ SECTION 5. The City Council of the City of Vernon hereby authorizes the Mayor to execute the Certificate of Acceptance accepting the Grant Deed for, and on behalf of, the City of Vernon and the City Clerk is hereby authorized to attest thereto. SECTION 6. The City Council of the City of Vernon hereby directs the City Administrator, or designee, to take whatever actions are deemed necessary or desirable for the purpose of implementing and carrying out the purposes of this Resolution and the actions herein approved or authorized. SECTION 7. The City Council of the City of Vernon hereby authorizes the Department of Public Works to submit the Grant Deed to the County Recorder. SECTION 8. The City Clerk shall certify the passage and adoption of this resolution and enter it into the book of original resolutions. APPROVED AND ADOPTED January 17, 2023. ________________________ LETICIA LOPEZ, Mayor ATTEST: LISA POPE, City Clerk (seal) APPROVED AS TO FORM: ZAYNAH N. MOUSSA, City Attorney Item 13 Page 3 of 8 RECORDING REQUESTED BY and WHEN RECORDED MAIL TO: City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 Attn: City Clerk MAIL TAX STATEMENTS TO: Exempt SPACE ABOVE THIS LINE RESERVED FOR RECORDER'S USE GRANT DEED APN: 6308-017-011, 012 & 013 DOCUMENTARY TRANSFER TAX IS NONE —NOT REQUIRED SEC. 11922 REVENUE TAXATION CODE. FOR VALUABLE CONSIDERATION, RECEIPT OF WHICH IS HEREBY ACKNOWLEDGED, NP Santa Fe, LLC, a Delaware limited liability company (the "Grantor") HEREBY GRANTS) TO: City of Vernon, a body corporate and politic (the "Grantee") That certain real property (the "Conveyed Property"), as described in Exhibit "A" attached hereto and incorporated herein by this reference, and as more particularly shown on the map attached hereto as E~ibit "B" and incorporated herein by this reference. The Conveyed Property is a portion of the property owned in fee simple by the Grantor. The property is located in the Ciry of Vernon, County of Los Angeles, State of California. Date: AEG ~ ~ r3~2 ~~"' , 2022 NP Santa Fe, LLC, a Delaware limited liability company "Grantor" Joseph Mishurda, Manager Name, Ti e Sig7wture Joseph Mishurda, Manager Name, Title Signature Resolution No. 2023-01 Page 3 of 6 ________________________ Item 13 Page 4 of 8 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of Ga~~a U~ t1J G m iYi a County of j ~ -,ti, n h On , 5~'' ~~d ~ before me, .h n ~ ~v ~l a ~, , (Insert Name of Notary Public and Title) .._.- personally appeared ~~p ~-e ,p ~ ~ , ~ j ~ ~ ~'r ~~ who proved to me on the basis of satisfactory evidence to be the persons) whose names) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signatures) on the instrument the person(s), or the entity upon behalf on which the persons) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the forgoing paragraph is true and correct. WITNESS my hand and official seal. S1g11ah11'e C ~ (Seal) JEMNY JULIAN —NOTARY PUBLIC COUNTY OF ?i~ 0~ c~ ~ STATE OF LINCOLN ='~ ~;A;~'o~ WYOMING ~~lr lYl~ MY COMMISSION EXPIRES APRIL 27, 2025 Resolution No. 2023-01 Page 4 of 6 ________________________ Item 13 Page 5 of 8 EXHIBIT "A'~ SHEET ~ of GRANT DEED FOR STREET PURPOSES GRANTED TO THE C17~' OF VERIVON LEGAL DESCRIPTION THAT PORTION OF LOT 1 OF CERTIFICATE OF COMPLIANCE, IN THE Cl7Y OF l/ERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS El/IDENCED BY DOCUMENT RECORDED SEPTEMBER 12, 2022 AS INSTRUMENT N0. 20220890154, OF OFFICIAL RECORDS, ALSO BEING A PORTION OF LOT 2 OF TRACT N0. 2585, IN SAID CITY, COUNTY, AND STATE, AS PER MAP RECORDED IN BOOK 28, PAGE 2 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, LYING SOUTHEASTERLY OF A CURVE CONCH l/E NORTHWESTERL Y .4N0 HAVING A RADIUS OF 48.00 FEET, SAID CURVE BEING TANGENT TO THE WESTERLY LINE OF SANTA FE AVENUE (40 FEES HALF—WIDTH AS SHOWN ON SAID TRACT N0. 2585) AT lTS NORTHERLY TERMINUS, AND TANGENT TO THE NORrHERL Y LINE OF 57TH STREET (30 FEET HALF—WIOrH AS SHOWN ON SAID TRACT N0. 2585 AT lTS WESTERLY TERMINUS. CONTAIN/NG• 491 SQUARE FEET OF 0.011 ACRES MORE OR LESS. EXH/B/T "B" ATTACHED HERE7~0 AND BY THIS REFERENCE MADE A PART HEREOF. SUBJECT TO.• COVENANTS, CONDITIONS, RESTRICTIONS, l?ESERI/ATIONS, EASEMENTS, AND RIGHTS—OF—W.4Y, lF ANY. suRv~oR• Last Update: 11/7/22 0:\3900-3999\3979\ESMT~ST DED\3979_ST DED.dwg O Thieves Engineering, lnc. CIVIL ENGINEER/NG •LAND SURVEYING 14349 FIRESTONE BOULEVARD LA MlR40A, CAL/FORNIA 90538 PH.(714)521-4811 fAX(7J4~521-417, PREPARED UNDER THE DIRECTION OF.• ~~~~ ~Pt ~K N~ sG~ 04' —`~' N c9 1 Q ~ ~ d Z — ~ ' 22 ~ N0. 9123 ~ A l/EEN K. GALI DATE ~y ~~~ P.L,S. NO. 9723 ~~F- CAS\F REG EXP. SEPT. 30, 2024 Resolution No. 2023-01 Page 5 of 6 ________________________ Item 13 Page 6 of 8 SCALE: 1" = 700' EXHIBIT "B" GRANT DEED FOR STREET PURPOSES GRANTED TO THE CITY OF VERNON PLAT Jam, ~.l Jl~l l J r l N 89'5021 " W 500.00' .~ JF~ TJ ~~~1 / J l~ N LOT 1 W CERTIFICATE OF COMPLIANCE ~, REC 09/12/22 N DOC# 20220890154, O.R. O Z SEE DE?AlL 452.13' o N 89'47'03" W 500.00' ~ 57TH STREET SHEET ? OF 1 40' + W LEGEND:S 89'38'11" E (RAD) ro ~ I ~~,r~Nr- ~~tl~' ~ ~ `" VINDICATES ~ibfE~b'~ FOR D=89'51 X08" ~ ~ `" z STREEI~ AND HIGHWAY PURPOSES R=48.00 L=75.27' GRANTED TO THE ClN OF I/ERNON S 0'1257" W RAD CONT.4/NS• 491 SQ. FT. -----~—~ 0.011 AC. t 47.87' i ~ 500.00' SE COR. LOT 2 i N 89'47'03" W DETA/L /V. /.J. Last Update:ll/7/22 O:\3900-3999\3979\ESMT~ST DED\3979_ST DED.dwg • rhienes Engineering, lnc. C/~1L ENGINEERING • L4ND SURVEYING' 14349 FIRESTONE BOULEl~ARD LA MlR40A, CALIFORN/A 90638 PH. (714)521-481 > FAX(7>4~521-417, suRv~roR• PREPARED UNDER THE DIRECTION OF.• t 0 2 A SEEN K. GAL DATE P.L.S. N0. 9723 REG. EXP. SEPT. 30, 2024 W W Z ~o~P~' LAND ~s`~~' ~N K . G'~G o~,~ 9dQ ~ Z — ~ yt NO. 9123 ~F C Resolution No. 2023-01 Page 6 of 6 ________________________ Item 13 Page 7 of 8 CERTIFICATE OF ACCEPTANCE (California Government Code Section 27281) This is to certify that interests in real property conveyed to or created in favor of the City of Vernon by that certain Grant Deed dated December 5, 2022, executed by NP Santa Fe, LLC, a Delaware limited liability company hereby accepted by the undersigned officer on behalf of the City pursuant to the authority conferred by Resolution No. 2023-01 by the City Council of the City of Vernon on January 17, 2023, and the grantee consents to recordation thereof by its duly authorized officer. Dated: ____________, 2023 CITY OF VERNON LETICIA LOPEZ, Mayor ATTEST: LISA POPE, City Clerk APPROVED AS TO FORM: ZAYNAH N. MOUSSA, City Attorney Item 13 Page 8 of 8 City Council Agenda Report Meeting Date:January 17, 2023 From:Todd Dusenberry, General Manager of Public Utilities Department:Public Utilities Submitted by:Adriana Ramos, Administrative Analyst Subject Sapphire Solar Power and Battery Storage Project Power Sales Agreement Recommendation A. Find that approval of the proposed action is exempt from California Environmental Quality Act (CEQA) review, because it is an administrative and fiscal activity that will not result in direct or indirect physical changes in the environment, and therefore does not constitute a “project” as defined by CEQA Guidelines Section 15378. Pursuant to the Power Purchase Agreement between Southern California Public Power Authority (SCPPA) and EDF Renewables North America, the lead agencies have obtained, or will reasonably and timely obtain, all CEQA determinations required for the construction, operation, and maintenance of the facility; and B. Approve and authorize the City Administrator to execute a Power Sales Agreement (PSA) with Southern California Public Power Authority (SCPPA), in substantially the same form as submitted, to purchase 39 megawatts of solar power and up to approximately 19.7 megawatts of battery storage with associated green attributes through the Sapphire Solar Project for a projected annual amount of $6,665,000 over a 20-year term. Background California Public Utilities Code Section 399.30(a) requires Publicly Owned Electric Utilities (POUs) to adopt and implement a Renewable Energy Resources Procurement Plan. Such plans describe a POU’s commitment to procuring a minimum quantity of electricity and/or renewable energy credits from eligible renewable energy resources as a percentage of its net retail sales. These requirements are known as Renewable Portfolio Standard (RPS) Regulations. Senate Bill (SB) 350 and SB 100 increased RPS compliance targets to 60% by 2030. Vernon Public Utilities (VPU) has complied with the 2020 RPS requirement of 33% and is confident in meeting the 2024 requirements of 44% of total retail sales with eligible renewable energy. VPU recognizes the intent of California’s regulations, which encourage the utilization of renewable resources while considering the effect on customer rates, reliability, financial resources, and environmental impact on the community. Pursuant to Vernon’s RPS Procurement Plan and Enforcement Program, adopted by City Council via Resolution No. 2012-02 on January 3, 2012, the City must take action to acquire renewable energy resources to meet its RPS requirement. In response to the RPS requirements, staff regularly surveys the market for cost-effective eligible renewable energy resources. VPU is diligent in its search for affordable renewable energy to meet RPS regulations while maintaining competitive electric rates for its customers. One of the ways VPU learns about and participates in these types of opportunities is through the Southern California Public Power Authority (SCPPA), which serves its members by creating operational efficiencies and cost savings through joint procurement and financing of projects, value-added services, and providing collaborative advocacy. Unfortunately, the current renewable energy project market has been impeded by several factors, including life cycle and achievable Commercial Operating Date (COD), current supply chain and labor constraints, and procurement and construction timelines. When considering today’s high inflation-high interest rate environment, there were very few responses to SCPPA’s Request for Item 14 Page 1 of 226 Proposal (RFP): Procurement and Contract Review issued on March 15, 2022. EDF Renewables, Inc. (EDFR) was one of the few firms to respond to SCPPA’s RFP and was then selected as the most viable option due to its price and completion date. The Sapphire Solar Project is a solar photovoltaic (PV) and battery storage project developed by EDFR and is located on 1,140 acres of private land in Riverside County. It is expected to produce 117 megawatts (MW) of solar PV and be paired with a Battery Energy Storage System (BESS) with a maximum storage capability of 59 MW and operate on a 4-hour basis for a total capacity of 236 MWhs. The Project will interconnect on an existing Desert Harvest transmission line and deliver to the California Independent System Operator (CAISO) System. As structured, the agreement would require EDFR to sell fully bundled energy products and participants to purchase from the Project for a 20-year period. The bundled energy products include Renewable Energy, Renewable Energy Credits, Resource Adequacy, and all other energy attributes. Due to today’s high inflation-high interest rate environment and supply issues, the agreement has an adjustment feature that can increase or decrease the established base price. This adjustment would be based on open-book Engineering, Procurement, and Construction Costs (EP&C) for both the solar PV and the battery storage at the start of construction and once again at the COD. A base price of $33/MWh for solar power and $10.90 kilowatts (kw)-month for the battery storage are based on EDFR’s estimate for both the PV and BESS as of the date of the signed Term Sheet between the parties. As a result of the price adjustment concept, the parties have agreed to have a floor and a ceiling price for both PV and BESS. If the price is greater than the ceiling price, SCPPA and its participating members have the right to terminate the power purchasing agreement. Similarly, if the price is below the floor price, EDFR has the right to terminate the agreement. The ceiling price is $35.36/MWh for the PV system and $11.70/kw-Month for the BESS. The floor price is $28.00/MWh for the PV system and $7.00/kw-Month for the BESS. The COD will set the project’s final price and remain fixed for the agreement term. VPU will purchase 39 MW of solar power and up to 19.7 MW of battery storage, for a projected annual amount of $6,665,000, with an expected start date of December 31, 2025—when the Project is anticipated to become operational. For the Project to be studied with the highest priority for deliverability in the CAISO Transmission Planning Deliverability (TPD) process, SCPPA and EDFR must execute a PPA and submit a redacted version to the CAISO. The capacity of the battery will be determined once the CAISO determines an award of capacity for the BESS. It is anticipated that the CAISO’s deliverability study results will be finalized by April 2023. The Base capacity of the BESS is anticipated to be 59 MW. If CAISO does not assign the expected 59 MW capacity, the parties have agreed to continue to submit the necessary applications to the CAISO seeking full capacity approval or until the 2027 submission deadline. The minimum amount of capacity the parties have agreed to purchase from EDFR is 20 MW. SCPPA's Board of Directors approved a Power Purchase Agreement (PPA) with EDFR on December 15, 2022 to procure the proposed Sapphire Solar project’s entire capacity. Further, SCPPA has developed Power Sales Agreements (PSAs) with participating member utilities to purchase the energy. Vernon seeks to participate alongside the City of Anaheim and the City of Pasadena for equal project shares. The proposed PSA with SCPPA will allow the City to obtain Portfolio Content Category 1 (PCC1) “bucket one” solar energy and Renewable Energy Credits that meet the RPS compliance requirements for Category 1, as set forth in the California Public Utilities Code, Section 399.16(b)(1)(A), which states, “Consistent with the goals of procuring the least-cost and best-fit Item 14 Page 2 of 226 electricity products from eligible renewable energy resources that meet project viability principles adopted by the commission pursuant to paragraph (5) of subdivision (a) of Section 399.13 and that provide the benefits set forth in Section 399.11, a balanced portfolio of eligible renewable energy resources shall be procured consisting of Eligible renewable energy resource electricity products that have a first point of interconnection with a California balancing authority.” In addition, the project will have the potential to provide up to 25 MW of Resource Adequacy (RA) capacity which will help the City meet its RA requirement. The proposed PSA is exempt from competitive bidding and competitive selection pursuant to Vernon Municipal Code Sections 3.32.110(A)(5) and (B)(1), which exempts contracts with other governmental entities for supplies, equipment, or services. SCPPA conducted a competitive selection process to select EDFR. The PSA has been reviewed and approved as to form by the City Attorney’s Office. Fiscal Impact The fiscal impact is estimated at $6,665,000 annually. Funds for purchasing renewable energy from the Sapphire Solar Project through the proposed PSA with SCPPA will be budgeted accordingly during the annual City budget process for Fiscal Year 2025-26 and for subsequent years in Public Utilities Electric Enterprise Fund, Renewable Energy Credit Account No. 055-050- 590- 520154. Attachments 1. Sapphire Solar, LLC - SCPPA Power Sales Agreement Item 14 Page 3 of 226 SAPPHIRE SOLAR PROJECT POWER SALES AGREEMENT BETWEEN SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY AND CITY OF VERNON Dated as of December 15, 2022 Item 14 Page 4 of 226 TABLE OF CONTENTS Page i 1. PARTIES ................................................................................................................................. 1 2. RECITALS, CONSTRUCTION AND PRELIMINARY MATTERS............................... 1 3. AGREEMENT ........................................................................................................................ 2 4. DEFINITIONS ........................................................................................................................ 2 4.1 Agreement .................................................................................................................... 2 4.2 Effective Date .............................................................................................................. 3 4.3 Total Power Costs ........................................................................................................ 3 4.4 Monthly Costs .............................................................................................................. 4 5. PURCHASE AND SALE OF FACILITY PRODUCTS AND THE OBLIGATIONS OF SCPPA AND THE PURCHASER .................................................... 4 5.1 Purchase and Sale of Participant Facility Products Share ............................................ 4 5.2 Facility Products and Deliverables .............................................................................. 5 5.3 Project Manager ........................................................................................................... 5 5.4 Adoption of Annual Budget ......................................................................................... 5 5.5 Reports ......................................................................................................................... 6 5.6 Records and Accounts .................................................................................................. 6 5.7 Provide Information ..................................................................................................... 6 5.8 Consultants and Advisors Available ............................................................................ 7 5.9 Liquidated Damages .................................................................................................... 7 6. COORDINATING COMMITTEE ....................................................................................... 7 6.1 Establishment and Authorization of the Coordinating Committee .............................. 7 6.2 Coordinating Committee Responsibilities ................................................................... 8 6.3 Management Decisions and the Role of Board of Directors ..................................... 11 6.4 Periodic Audits ........................................................................................................... 12 6.5 Additional Committees .............................................................................................. 13 6.6 Costs of Consultants .................................................................................................. 13 6.7 Participating Member Representative Expenses ........................................................ 13 7. CHARGES AND BILLINGS .............................................................................................. 13 7.1 Monthly Costs ............................................................................................................ 13 7.2 Billing Statement ....................................................................................................... 14 7.3 Adoption of Alternative Billing Statement Procedures ............................................. 14 7.4 Disputed Monthly Billing Statement ......................................................................... 14 7.5 Reconciliation of Monthly Costs ............................................................................... 14 7.6 Other or Additional Cost Reconciliation Mechanisms .............................................. 15 7.7 Prepayment of Monthly Costs ................................................................................... 15 8. UNCONDITIONAL PAYMENT OBLIGATIONS; RATE COVENANT; AUTHORIZATIONS; CONFLICTS; LITIGATION ...................................................... 15 8.1 Unconditional Payment Obligation ............................................................................ 15 Item 14 Page 5 of 226 TABLE OF CONTENTS (continued) Page ii 8.2 Source of Payments .................................................................................................... 15 8.3 Rate Covenant ............................................................................................................ 16 8.4 Authorizations ............................................................................................................ 16 8.5 Conflicts ..................................................................................................................... 16 8.6 Litigation .................................................................................................................... 16 9. OTHER TERMS AND SERVICES .................................................................................... 16 9.1 Delivery Procedures ................................................................................................... 16 9.2 Other Services and Transmission From Point of Delivery ........................................ 16 9.3 Energy Services ......................................................................................................... 17 9.4 [Reserved] .................................................................................................................. 17 9.5 [Reserved] .................................................................................................................. 17 9.6 Transfer of Environmental Attributes to Purchaser ................................................... 17 10. PROJECT SPECIFIC MATTERS AND PURCHASER RIGHTS AND OBLIGATIONS UNDER PROJECT AGREEMENTS ................................................... 17 10.1 Rights and Obligations under the Project Agreements .............................................. 17 10.2 Revision of Appendix B ............................................................................................. 18 11. NONPERFORMANCE AND PAYMENT DEFAULT ..................................................... 18 11.1 Nonperformance by Purchaser ................................................................................... 18 11.2 Notice of Payment Default ......................................................................................... 18 11.3 Cured Payment Default .............................................................................................. 19 11.4 Failure to Cure Payment Default ............................................................................... 19 11.5 Treatment of the Defaulting Purchaser’s Project Rights and Obligations upon its Payment Default .................................................................................................... 19 11.6 Elimination or Reduction of Payment Obligations .................................................... 21 11.7 Use of Reserve Funds ................................................................................................ 21 11.8 Step-Up Invoices ........................................................................................................ 21 11.9 Application of Moneys Received from Step-Up Invoices Relating to the Project ........................................................................................................................ 21 11.10 Application of Moneys Received from Default Invoices .......................................... 22 11.11 Application of Moneys Received from Compliance Payments ................................. 22 11.12 Application of Moneys Received from Sale of Facility Products.............................. 22 11.13 Purchaser shall be responsible for Purchaser’s Participant Facility Products Share ......................................................................................................................... 22 12. CHARACTER, CONTINUITY OF SERVICE ................................................................. 22 12.1 Outages, Interruptions and Curtailment of Energy Deliveries ................................... 23 12.2 Uncontrollable Forces ................................................................................................ 23 13. [RESERVED] ........................................................................................................................ 23 14. LIABILITY ........................................................................................................................... 23 14.1 Participants’ Obligations Several ............................................................................... 23 14.2 No Liability of SCPPA or Purchaser, Their Directors, Officers, Etc. ....................... 23 14.3 Extent of Exculpation; Enforcement of Rights .......................................................... 24 Item 14 Page 6 of 226 TABLE OF CONTENTS (continued) Page iii 14.4 Indemnification for Claims of Retail Customer ......................................................... 24 14.5 Determination or Enforcement of Rights ................................................................... 24 14.6 No Relief From Insurer’s Obligations ....................................................................... 23 14.7 SCPPA Directors, Officers, Employees, Agents Not Individually Liable; No General Liability of SCPPA ....................................................................................... 24 15. RESTRICTIONS ON DISPOSITION ................................................................................ 24 15.1 Assignment ................................................................................................................ 24 15.2 Restrictions on Elimination of Payment Obligations ................................................. 25 15.3 Restrictions on Disposition of Purchaser’s Entire System ......................................... 25 15.4 Successors and Assigns .............................................................................................. 25 16. EFFECTIVE DATE, TERM AND EXPIRATION ........................................................... 25 16.1 Effective Date; Execution in Counterparts ................................................................ 25 16.2 Termination Conditions ............................................................................................. 25 16.3 Expiration ................................................................................................................... 26 16.4 Termination of Agreement before Expiration Date ................................................... 26 17. SEVERABILITY .................................................................................................................. 26 18. REPRESENTATION AND GOVERNING LAW ............................................................. 26 19. ARBITRATION AND ATTORNEYS’ FEES .................................................................... 26 20. CONDITIONS TO TERMINATION OR AMENDMENT .............................................. 27 21. [RESERVED] ........................................................................................................................ 27 22. NOTICES .............................................................................................................................. 27 APPENDICES A – DEFINITIONS ..................................................................................................................... A-1 B – SCHEDULE OF PARTICIPANTS FACILITY PRODUCTS SHARES, PARTICIPANT FACILITY PRODUCTS COST SHARES................................................ B-1 C – POWER PURCHASE AGREEMENT ................................................................................. C-1 Item 14 Page 7 of 226 1 SAPPHIRE SOLAR PROJECT POWER SALES AGREEMENT 1. PARTIES. This Sapphire Solar Project Power Sales Agreement (this “Agreement”), is dated for convenience as of the 15th day of December, 2022, by and between the SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY, a joint powers agency and a public entity organized under the laws of the State of California, hereinafter designated as “SCPPA,” and the CITY OF VERNON, a municipal corporation organized and existing under the laws of the State of California. The CITY OF VERNON is also periodically designated in this Agreement as “VERNON” or as “Purchaser, or, depending upon the context as “SCPPA Participant”. VERNON and SCPPA are also sometimes herein referred to individually as a “Party” and together as the “Parties.” 2. RECITALS, CONSTRUCTION AND PRELIMINARY MATTERS. The Recitals set forth herein and the facts, which follow, are incorporated into this Agreement by reference for all purposes. The facts and the circumstances of the Parties contained in the Recitals, among others, represent the background and framework for this Agreement, the aim and purpose of this Agreement and the intent of the Parties with respect thereto. This Agreement has been reviewed by attorneys for both Parties and shall not be interpreted with reference to the rules of construction providing for construction against a Party responsible for drafting or creating a particular provision or section, but should instead be interpreted in a manner which broadly implements the goals and objectives of the Parties as expressed herein. References to “Sections,” and “Appendices,” shall be to Sections, and Appendices as the case may be, of this Agreement unless otherwise specifically provided. Section headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose or given any substantive effect. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. The use herein of the word “include” or “including”, when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not nonlimiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, bu t rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. This Agreement is made with reference to the following facts among others: 2.1 SCPPA was created pursuant to provisions contained in the Act, by its members, which are municipalities and an irrigation district that supply, among other things, electrical energy in the State of California, for the purpose of jointly and cooperatively undertaking the planning, financing, development, acquisition, construction, improvement, betterment, operation, and maintenance of projects for the generation or transmission of electric energy, including the development and implementation of systems and frameworks for the acquisition and delivery of secure, long-term reliable supplies of renewable electric energy. Item 14 Page 8 of 226 2 2.2 Pursuant to the terms of the Act, SCPPA has the power, for the purpose of promoting, maintaining and operating electric generation and transmission, to plan, develop , contract for, finance, acquire, design, undertake, own, construct, manage, operate, maintain and administer projects involving systems, methodologies and programs for the acquisition, supply, procurement and delivery of secure, long-term reliable supplies of renewable electric energy, including solar energy and energy storage services and products, and to cause such projects to be planned, developed, contracted for, financed, acquired, designed, undertaken, constructed, managed, operated, maintained and administered and to provide by agreement for the performance and carrying out of any such activities. 2.3 Purchaser is a California municipality that provides electric energy to its citizens through its municipally owned electric power system. Purchaser is one of the parties to the SCPPA Joint Powers Agreement. 2.4 In pursuit of potential renewable electric resources to address SCPPA member renewable energy needs, SCPPA issued a request for proposals to acquire renewable energy resources and projects with energy storage capability. As a result of the response by EDF Renewables, Inc. on behalf of its affiliate, Sapphire Solar, LLC (Power Purchase Provider), SCPPA and three of its members, Purchaser and the Cities of Pasadena and Anaheim, have identified and investigated the feasibility of a photovoltaic solar energy generation resource and battery energy storage system to be located in Riverside County, California. The facility known as the Sapphire Solar Project is to be developed by Sapphire Solar, LLC (Power Purchase Provider). 2.5 SCPPA intends to enter into a Power Purchase Agreement with Sapphire Solar, LLC for the purchase of electric output and certain battery energy storage projects from the Sapphire Solar Project (the “Project”, as further defined in Appendix A hereof). 2.6 Purchaser has a need for a percentage of the Facility Products and has determined to enter into this Agreement with SCPPA for the purpose of meeting such needs. 2.7 SCPPA is authorized to exercise the powers vested in SCPPA pursuant to the Act, its Joint Powers Agreement and this Agreement, as agent for Purchaser to fully implement Purchaser’s objectives in the Project as set forth herein. 3. AGREEMENT. For and in consideration of the promises and the mutual covenants and agreements hereinafter set forth, and in order to pay SCPPA for Purchaser’s share of SCPPA’s costs with respect to the Project, the Parties agree as herein set forth. 4. DEFINITIONS. Appendix A to this Agreement attached hereto and incorporated herein, sets forth definitions of certain terms used in this Agreement. Certain other capitalized terms used herein are defined in the Power Purchase Agreement and shall have the meaning ascribed therein. The terms defined in Appendix A, the Power Purchase Agreement and this Section 4, whether in the singular or plural, unless specifically provided otherwise, when used herein or in the Appendices hereto and initially capitalized, shall have the meaning ascribed thereto in said Appendix A, the Power Purchase Agreement or as set out below: 4.1 Agreement. This Agreement, as it may be amended, modified or supplemented from Item 14 Page 9 of 226 3 time to time. 4.2 Effective Date. The date described in Section 16.1 hereof. 4.3 Total Power Costs. Total Power Costs mean all of SCPPA’s costs resulting from SCPPA’s contracting for, providing for, accommodating, and facilitating the Project, including costs arising under any of the Power Purchase Agreement or other Project Agreements. SCPPA shall apply, as a credit against Total Power Costs, any receipts, revenues and other moneys received by SCPPA (a) from surplus equipment, materials, supplies or assets relating to the Project sold prior to the date of Commercial Operation for the benefit of SCPPA, (b) for the Domestic Content Adder True Up, and (c) for such other amounts to be applied as a credit against Total Power Costs pursuant to this Agreement. Total Power Costs shall consist of (i) the Delivery Output Cost Component (described in Section 4.3.1), (ii) the Power Purchase Agreement General and Administrative Cost Component (described in Section 4.3.2), (iii) a Supplementary Services Cost Component to the extent SCPPA incurs such costs (described in Section 4.3.3), (iv) a Reserve Funds Cost Component (described in Section 4.3.4), and (v) a Power Purchase Agreement Cost Component (described in Section 4.3.5), and shall include, but not be limited to, the items of cost and expense referred to in the Power Purchase Agreement and this Section 4.3 that are accrued or paid by SCPPA during each Month of each Power Supply Year. In the event any Power Supply Year shall consist of fewer than twelve Months, the fraction set forth in Section 4.3.2 shall be adjusted accordingly and, in the event of any revision of the Annual Budget after the commencement of any Power Supply Year, the amount determined pursuant to Section 4.3.2 shall be appropriately adjusted so that any increase or decrease in the portion of the Annual Budget applicable to Section 4.3.2 shall be evenly apportioned over the remaining Months of such Power Supply Year. 4.3.1 The Delivery Output Cost Component of Total Power Costs for each Month shall consist of the costs paid by SCPPA to Power Purchase Provider under the Power Purchase Agreement, as calculated in accordance with the Power Purchase Agreement. 4.3.2 The Power Purchase Agreement General and Administrative Cost Component of Total Power Costs for each Month shall consist of the administrative and general costs with respect to the Project, including (i) legal fees, costs relating to litigation (including disbursements and other amounts paid as a result of such litigation), insurance costs (including amounts to fund any self -insurance program), overhead costs, any taxes required to be paid by SCPPA with respect to the Project, (ii) all expenses incurred in enforcing the Power Purchase Agreement and other Project Agreements, and (iii) all costs related to the conducting of the business of SCPPA with respect to the Project, including the applicable portion of salaries, fees for legal, engineering, fi nancial and other services, and costs of the Project Manager, as well as all other costs attributable to miscellaneous and incidental expenses in connection with the administration of the Project, and all other expenses properly related to the conduct of s uch affairs of SCPPA. Item 14 Page 10 of 226 4 4.3.3 The Supplementary Services Cost Component of Total Power Costs for each Month shall consist of all costs incurred by SCPPA, if any, and to the extent not included in Section 4.3.1, in connection with services for transmission, dispatching, scheduling, tagging, firming, balancing, swapping, exchanging or delivering and for otherwise facilitating the disposition, movement, taking, receiving, crediting and accounting for Facility Products provided for under this Agreement. The Supplementary Services Cost Component of the Total Power Costs shall also entail all costs incurred by SCPPA, if any, which are necessary to move or otherwise handle delivery of any portion of Facility Products from the Point of Delivery to one or more specified del ivery point(s) as determined by Purchaser pursuant to Sections 9.2 and 9.5 and by other SCPPA Participating Members pursuant to the terms of their respective power sales agreement relating to the Project. Absent a request by Purchaser for SCPPA to provide Supplementary Services during a Month, no Supplementary Services cost component shall be included in Purchaser's Total Power Costs for such Month. 4.3.4 The Reserve Funds Cost Component of Total Power Costs for each Month shall consist of the amount for such Month necessary to establish and maintain the Reserve Funds at the level deemed prudent and appropriate by the Board of Directors. 4.3.5 The Power Purchase Agreement Cost Component of Total Power Costs for each Month shall consist of: the costs, without duplication, associated with the Power Purchase Agreement, including, to the extent not otherwise included in this Section 4.3, all costs for such Month of SCPPA in connection with its enforcement of the Power Purchase Agreement or the performance required of SCPPA under the Power Purchase Agreement or any Project Agreement and shall include, without duplication, SCPPA’s monthly payment of any applicable associated ancillary costs under the Power Purchase Agreement, and any costs SCPPA is required to pay for the Facility Products. 5. PURCHASE AND SALE OF FACILITY PRODUCTS AND THE OBLIGATIONS OF SCPPA AND THE PURCHASER. 5.1 Purchase and Sale of Participant Facility Products Share. In accordance with the terms and conditions of this Agreement, commencing on the earliest of (i) the date SCPPA is obligated to pay any portion of the costs of the Project, (ii) the effective date of the Power Purchase Agreement, or (iii) the date of the first delivery of Energy to Purchaser pursuant to this Agreement, and continuing through the term of this Agreement, except as otherwise provided herein, SCPPA shall provide Purchaser its Participant Facility Products Share of any and all products, rights, and benefits, whether tangible or intangible, received or obtained by SCPPA with respect to the Project, including without limitation the Facility Products, and Purchaser shall be responsible for and pay its Participant Facility Products Cost Share of any and all Total Power Costs associated with the acquisition of its Participant Facility Products Share and such associated products, rights, and benefits, as applicable, under the Power Purchase Agreement and any other applicable Project Agreement, including Item 14 Page 11 of 226 5 purchase or acquisition of any rights pursuant to the Power Purchase Agreement and any other applicable Project Agreement. 5.2 Facility Products and Deliverables. SCPPA shall provide and Purchaser shall purchase and receive Purchaser’s Participant Facility Products Share of the Facility Products pursuant to the terms of this Agreement. To the extent permitted by the Power Purchase Agreement, the applicable Project Agreements, or otherwise determined by the Board of Directors, SCPPA will endeavor to take su ch actions or implement such measures as may be necessary or desirable for the utilization, maintenance or preservation of the rights and interests of Purchaser in the Project including, if appropriate, such enforcement actions or other measures as the Board of Directors deems to be in the Purchaser’s best interests. To the extent such services are available and can be implemented in accordance with the Power Purchase Agreement or other applicable Project Agreements, SCPPA shall also provide such other ser vices, as approved by the Board of Directors, as may be deemed necessary to secure the benefits and/or satisfy the obligations associated with the Power Purchase Agreement or other applicable Project Agreements. SCPPA shall use its best efforts, on behalf of Purchaser to secure the benefits of the transactions contemplated under the Power Purchase Agreement or other applicable Project Agreements including the delivery of the Facility Products, as applicable, contemplated by this Agreement, and shall endeav or to maintain and secure the rights and benefits accruing to SCPPA through the Power Purchase Agreement and the other applicable Project Agreements. 5.3 Project Manager. SCPPA or its designee or designees shall act as Project Manager as provided in this Agreement to administer the Project, or cause the Project to be administered, as provided in this Agreement or pursuant to assignments, instructions or requests by the Coordinating Committee or the Board of Directors, or through any project management or agency agreement, or contracts for services between SCPPA and a third party. Prior to appointment of a Project Manager (other than SCPPA), SCPPA shall consult with the SCPPA Participant as to such appointment. 5.4 Adoption of Annual Budget. The Annual Budget and any amendments to the Annual Budget shall be prepared and approved in accordance with Sections 5.4.1, 5.4.2 or 5.4.3, respectively. 5.4.1 SCPPA will prepare and submit to Purchaser a proposed Annual Budget at least sixty (60) Days prior to the beginning of each Power Supply Year. In connection with the preparation of the Annual Budget, SCPPA shall incorporate therein the Operating Budget for such Power Supply Year as prepared by the Project Manager and approved by the Board of Directors. Purchaser may then submit to SCPPA, at any time until the Annual Budget is adopted, any matters or suggestions relating to the Annual Budget. SCPPA shall adopt the Annual Budget not less than thirty (30) nor more than sixty (60) Days prior to the beginning of such Power Supply Year and shall cause copies of such adopted Annual Budget to be delivered to the Purchaser; provided, however, the Annual Budget for the first Power Supply Year shall be prepared, considered, adopted and delivered in the most practicable manner available prior to Commercial Operation of the Facility. Item 14 Page 12 of 226 6 5.4.2 As required from time to time during any Power Supply Year, after seven Days’ written notice to the Purchaser, SCPPA may, pursuant to the foregoing provisions for adopting the Annual Budget, adopt an amended Annual Budget for and applicable to such Power Supply Year for the remainder of such Power Supply Year. The Annual Budget shall establish the basis for monthly Billing Statements to be sent to each SCPPA Participant, as provided in Section 7 hereof. 5.4.3 Any adjustment, and any other or further mechanism for adjustment, as may be required to address the variability of costs of operation of the Project at any time during the Power Supply Year or the variability of or addition to any other Annual Budget component, may be incorporated into the Annual Budget as provided above, or by any amendment to an Annual Budget at any time during any Power Supply Year upon the seven (7) Days’ written notice to the Purchaser as set forth in Section 5.4.2. 5.5 Reports. SCPPA will prepare and issue to Purchaser the following reports as soon as reasonably practicable after the end of each quarter of a Power Supply Year: 5.5.1 Financial and operating statement relating to the Project. 5.5.2 Variance report comparing the costs in the Annual Budget versus actual costs, and the status of other cost-related issues with respect to the Project. 5.6 Records and Accounts. SCPPA will keep, or cause to be kept, accurate records and accounts of each of the properties and facilities comprising the Project as well as of the operations relating to the Project, all in a manner similar to accepted accounting methodologies associated with similar projects. All transactions of SCPPA relating to the Project with respect to each Fiscal Year shall be subject to an annual audit. Purchaser shall have the right at its own expense to examine and copy the records and accounts referred to above on reasonable notice during regular business hours. 5.7 Provide Information. Purchaser agrees to supply SCPPA, upon reasonable request during regular business hours, with such information, documentation, and certifications as SCPPA shall reasonably determine to be requisite to and necessary or desirable for the administration and ongoing activities of the Project, including information reasonably available to allow SCPPA to respond to requests for such information from any federal, state, or local regulatory body or other authority. 5.8 Consultants and Advisors Available. SCPPA shall make available to the Project Manager (if other than SCPPA) and to the SCPPA Participants all consultants and advisors that are retained by SCPPA, and such consultants and advisors shall be authorized to consult with and advise the Project Manager and SCPPA Participants on Project matters. 5.9 Liquidated Damages. Any amounts paid to SCPPA as and for Daily Delay Damages, Shortfall Damages, or any other damages owed to SCPPA by the Power Purchase Provider as provided under the Power Purchase Agreement shall be remitted to the SCPPA Participants in accordance with their respective Participant Facility Products Item 14 Page 13 of 226 7 Shares. 5.10 Grid Charging Energy. Purchaser shall be responsible for and shall supply, or cause the supply, to SCPPA at the Point of Delivery any Grid-Charging Energy desired by Purchaser to be directed to the BESS in accordance with the Power Purchase Agreement. Purchaser shall coordinate, schedule, and do all other things deemed necessary or appropriate, except as otherwise prohibited under this Agreement, to provide for the delivery of such Grid-Charging Energy from the grid to the Point of Delivery to enable SCPPA to exercise its rights and obligations in connection with Grid-Charging Energy in accordance with the requirements of the Power Purchase Agreement. Notwithstanding anything in this Agreement to the con trary, Purchaser shall be obligated to cover any costs and all other liabilities associated with the scheduling, use, or charging of such Grid-Charging Energy under the Power Purchase Agreement. 6. COORDINATING COMMITTEE. 6.1 Establishment and Authorization of the Coordinating Committee. 6.1.1 The Coordinating Committee is hereby established and duly authorized to act on behalf of the SCPPA Participants as provided in this Section 6 for the purpose of (i) providing coordination among, and information to, the SCPPA Participants and SCPPA, (ii) the administration of the Power Purchase Agreement, (iii) the administration of the Project Agreements, (iv) making any recommendations to the Board of Directors regarding the administration of the Project and any acquisitions related thereto and (v) execution of the Coordinating Committee responsibilities set forth in Section 6.2 hereof, including the various financial, administrative, and technical matters which may arise from time to time in connection with the Project or the a dministration thereof, and such further developments as may need to be addressed. 6.1.2 The Coordinating Committee shall consist of one designated representative from each SCPPA Participant and a non-voting representative from SCPPA. Each of the SCPPA Participants shall be entitled to cast a vote equal to its Participant Facility Products Cost Share as set forth in Appendix B hereof. Within thirty (30) Days after SCPPA has entered into this Agreement, Purchaser shall provide notice to SCPPA and each other SCPPA Participant of its representative on the Coordinating Committee. An alternate representative may be appointed by similar written notice. The alternative representative so appointed may act on the Coordinating Committee, or on any subcommittee established by the Coordinating Committee, in the absence of such SCPPA Participant’s primary designated representative. An alternate representative may attend all meetings of the Coordinating Committee but may vote only if the representative for whom she/he serves as alternate is absent. Purchaser shall promptly give written notice concurrently to each other SCPPA Participant and SCPPA of any change in the designation of its representative or alternative representative on the Coordinating Committee or any subcommittee. SCPPA shall promptly give written notice to Purchaser and each other SCPPA Participant of any changes in the designation of its Item 14 Page 14 of 226 8 representative on the Coordinating Committee or any subcommittee. 6.1.3 No representative of any of the SCPPA Participants shall exercise any greater authority than permitted for the SCPPA Participant which she/he represents. 6.1.4 The Project Manager shall promptly call a meeting of the Coordinating Committee at the request of any representative of the SCPPA Participants in a manner and to the extent permitted by law. 6.1.5 For the purpose of conducting meetings, a quorum shall exist so long as SCPPA’s representative and the representatives of the SCPPA Participants holding not less than eighty percent (80%) of the total Participant Facility Products Cost Shares shall be present. 6.1.6 Except as may otherwise be provided in an agreement to which all of the SCPPA Participants agree, all actions taken by the Coordinating Committee shall require an affirmative vote of SCPPA Participants having Participant Facility Products Cost Shares aggregating at least eighty percent (80%) of the total Participant Facility Products Cost Shares. Unless the Board of Directors shall otherwise determine to require a majority vote pursuant to the terms of the Joint Powers Agreement, all actions with respect to the Project taken by the SCPPA Board of Directors shall require an affirmative vote of at least eighty percent (80%) of the Project Votes (as defined in SCPPA’s Joint Powers Agreement, dated as of November 1, 1980, as amended from time to time) cast thereon. Notwithstanding the forgoing, however, if a proposed action before the Coordinating Committee or the Board of Directors relates solely to th e interests of a single SCPPA Participant (other than Purchaser) and Purchaser determines, in good faith, that such proposed action will not adversely affect, economically or otherwise, its interests, then Purchaser agrees that it shall not unreasonably withhold its affirmative vote with respect to such proposed action. 6.1.7 Purchaser acknowledges and agrees that SCPPA, through the Coordinating Committee or the Board of Directors, as applicable, may from time to time enter into Project Agreements or amendments of and supplements to the applicable Project Agreements (in accordance with their respective terms) and that, except as provided herein or as otherwise provided by resolution of the Board of Directors, SCPPA will not be required to obtain the consent or approval of Purchaser in connection with any such Project Agreement or supplement or amendment, provided that any such amendment shall be approved by the Coordinating Committee or the Board of Directors in the manner provided by this Agreement. 6.1.8 Conducting of Coordinating Committee meetings and actions taken by the Coordinating Committee may be taken by vote given in an assembled meeting or by telephone, video conferencing, telegraph, telex, letter, e-mail or by any combination thereof, to the extent permitted by law, any such action taken shall be recorded in the minutes or other written records for the Coordinating Committee meetings. Item 14 Page 15 of 226 9 6.2 Coordinating Committee Responsibilities. In addition to those responsibilities enumerated in Section 6.1, the Coordinating Committee shall have the following responsibilities: 6.2.1 Provide liaison between SCPPA and the SCPPA Participants at the management or other levels with respect to the ongoing administration of the Project and maintain a liaison between the SCPPA Participants a nd all other SCPPA members with respect to the Project, and where the Coordinating Committee deems it appropriate, maintain a liaison with the counterparties to any Project Agreements and with any other entities or utilities engaged in or in connection with other renewable energy projects. 6.2.2 Exercise general supervision over any subcommittee established pursuant to Section 6.5. 6.2.3 Review, develop, discuss, and, if appropriate, recommend, modify or approve all budgets and revisions thereof prepared and submitted by SCPPA or the Project Manager at the request of the Coordinating Committee. 6.2.4 Review, develop, discuss, and, if appropriate, modify, approve or otherwise act upon any systems or procedures for adjustment of the Annual Budget or any alternative methodologies for budgeting or billing as set forth in Section 5 and Section 7 of this Agreement. 6.2.5 Carry out all other actions reposed in the Coordinating Committee with respect to budgeting and billing as set forth in Section 5 and Section 7 of this Agreement. 6.2.6 Review, discuss and attempt to resolve any disputes among the SCPPA Participants or the parties to any Project Agreements including, without limitation, the Power Purchase Provider, the counterparty under the Power Purchase Agreement or any other counterparty with respect to any Project Agreement. 6.2.7 Make recommendations to the Project Manager, the Board of Directors or to the counterparties to any of the Project Agreements, as appropriate, with respect to the ongoing administration of the Project. 6.2.8 Review, develop, and if appropriate, modify and approve rules, procedures, and protocols for the administration of the Project or Project Agreements, including rules, procedures, and protocols for the management of the costs of the scheduling, handling, tagging, dispatching, and crediting of Facility Products and the handling and crediting of Environmental Attributes associated with the Project. 6.2.9 Review, and, if appropriate, modify, approve or otherwise act upon the form or content of any written statistical, administrative, or operational reports, solar energy related data, electric generation information, solar energy production data, battery storage performance data, technical information, facility Item 14 Page 16 of 226 10 reliability data, transmission information, forecasting, scheduling, dispatching, tagging, parking, exchanging, balancing, movement, or other delivery information, climate and weather related matters, regulatory matters or requirements, and other information and other similar records or matters pertaining to the Project which are furnished to the Coordinating Committee by the Project Manager as requested by the Coordinating Committee, or by the counterparties to Project Agreements, experts, consultants or others. 6.2.10 Review, and, if appropriate, modify, approve, or otherwise act upon, practices and procedures as formulated by the Project Manager as requested by the Coordinating Committee or, if applicable, the counterparty to any Project Agreement, to be followed by the SCPPA Participants for, among other things, the production, scheduling, tagging, transmission, delivery, balancing, exchanging, crediting, tracking, monitoring, remarketing, sale or disposition of Facility Products, including the control and use of the BESS, and the supply, scheduling and use of Grid-Charging Energy. For avoidance of doubt, upon SCPPA’s delivery and sale of Facility Products to Purchaser at the Point of Delivery, Purchaser shall have full unilateral rights to remarket, sell or otherwise dispose of such Facility Products. 6.2.11 Review, modify and approve, if appropriate, any activities with respect to the performance of any Project Agreement, including policies for selection and utilization of contractors and consultants included in the budgets with respect to the Project. In approving such activities, consideration may be given, if possible, to each SCPPA Participant’s electric power system conditions, which may prevail during such planned activities. 6.2.12 Review, and, if appropriate, recommend, modify, approve or otherwise act with respect to the exercise of SCPPA’s rights under the Power Purchase Agreement or review, recommend, approve or otherwise act with respect to the procurement of resources in connection with the Power Purchase Agreement. 6.2.13 Review, modify, approve or otherwise act upon any proposed change, extension or modification of any date set forth in Appendix I of the Power Purchase Agreement of the milestone schedule or to any Milestone under the Power Purchase Agreement as the Coordinating Committee shall deem to be desirable, appropriate or otherwise in SCPPA’s interest. The Coordinating Committee may impose such other terms, conditions or qualifications upon any such action as the Coordinating Committee shall deem appropriate. 6.2.14 Review and act upon any present, potential or possible future anticipated failure to deliver Guaranteed Delivered Energy under the Power Purchase Agreement in such manner as the Coordinating Committee shall deem appropriate. 6.2.15 Review, and if appropriate, recommend, modify or approve practices and procedures formulated by the Project Manager, as requested by the Coordinating Committee, or by any counterparty to any Project Agreements giving due recognition to the needs, rights and electric system requirements and capabilities of all SCPPA Participants. Item 14 Page 17 of 226 11 6.2.16 Review and act upon any matters involving any of the Power Purchase Agreement, any guarantee or letter of credit delivered to or for the benefit of SCPPA by the Power Purchase Provider or any other counterparty to any Project Agreement in connection with the Project, and take such actions or make such recommendations as may be appropriate or desirable in connection therewith. 6.2.17 Review, modify or approve recommendations of the Project Manager or counterparties made pursuant to the provisions of any Project Agreement. 6.2.18 Review, modify and where appropriate, recommend or approve the implementation of metering technologies and methodologies appropriate for the delivery, accounting for, transferring and crediting of the Facility Products to the Point of Delivery or to other points or destinations, as applicable, directly or through the BESS. 6.2.19 Review, modify and where appropriate, recommend or approve all Consent Agreements. 6.2.20 Review, examine modify and where appropriate, recommend or approve the implementation of methods for addressing curtailments or other interruptions having a tendency to cause Deemed Generated Energy. 6.2.21 Review, modify and where appropriate, recommend or approve the implementation of practices and procedures to implement the provisions of Section 9 herein, as may be applicable with respect to any of the SCPPA Participants, provided, that such action shall require the affirmative vote of Purchaser’s representative if such adjustment would change Purchaser’s Participant Facility Products Share, Purchaser’s Participant Facility Products Cost Share and the associated SCPPA capacity amounts. 6.2.22 Review and approve adjustments to the Participant Facility Products Shares and the Participant Facility Products Cost Shares set forth in Appendix B of this Agreement when and as required by this Agreement; provided, that such resolution shall require the affirmative vote of Purchaser’s representative if such adjustment would change its Participant Facility Products Share and its Participant Facility Products Cost Share. 6.2.23 Perform such other functions and duties as may be provided for under this Agreement, the Power Purchase Agreement, or any other applicable Project Agreement or as may otherwise be appropriate or beneficial to the Project. 6.3 Management Decisions and the Role of Board of Directors. To the extent not provided for under this Agreement, the rights and obligations of SCPPA under the Project Agreements shall be subject to the ultimate control at all times of the Board of Directors. Purchaser shall be entitled to participate in the decisions of the Board of Directors with respect to SCPPA’s rights and interests with respect to the Project as provided in this Section 6.3, provided that Purchaser shall disqualify its right to participate upon assuming the status of a Defaulting Purchaser as provided in Section Item 14 Page 18 of 226 12 11 of this Agreement. SCPPA, through the Board of Directors shall have, in addition to the duties and responsibilities set forth elsewhere in this Agreement, the following duties and responsibilities, among others: 6.3.1 Dispute Resolution. The Board of Directors shall endeavor to review, discuss and attempt to resolve any disputes among SCPPA, the SCPPA Participants and the counterparties under the Project Agreements relating to the Project, the operation and management of the Facility, and SCPPA’s rights and interests with respect to the Facility. 6.3.2 Scheduling Procedures. When recommended by the Project Manager, or when otherwise appropriate, the Board of Directors shall act upon and approve or modify the practices and procedures to be followed by the SCPPA Participants for scheduling, delivering, controlling and allocating the Facility Products and the use and control of the BESS. 6.3.3 Project Agreements. The Board of Directors shall have the authority to approve the Project Agreements, including agreements for scheduling coordinator services, if any, and to review, modify, and approve, as appropriate, all amendments, modifications and supplements to the Project Agreements. 6.3.4 Budgeting. The Board of Directors shall review, modify, and approve each Annual Budget and the revisions thereto in accordance with Section 5.4 of this Agreement. 6.3.5 Application of Certain Payments Under the Power Purchase Agreement . The Board of Directors shall review, modify, and approve recommendations of the Project Manager as to the application of any payments or amounts received by SCPPA from any source or as a result of a Default by the Power Purchase Provider under the Power Purchase Agreement or other non- compliance with the Power Purchase Agreement as provided therein; provided that such payments and amounts shall be applied to one or more of the purposes set forth in Section 4.3 to the credit of Purchaser and the other SCPPA Participants in proportion to their respective Participant Facility Products Cost Share. 6.3.6 Other Matters. The Board of Directors is authorized to perform such other functions and duties, including oversight of those matters and responsibilities addressed by the Project Manager, as may be provided for under this Agreement and under the other Project Agreements, or as may otherwise be appropriate. 6.4 Periodic Audits. The Board of Directors or the Coordinating Committee may arrange for the annual audit under Section 5.6 of this Agreement by certified accountants, selected by SCPPA and experienced in electric generation or electric utility accounting, of the books and accounting records of SCPPA, and where deemed appropriate the Project Manager (if other than SCPPA), the Power Purchase Provider (to the extent provided under the Power Purchase Agreement) and any other counterparty under any Project Agreement to the extent allowable, and any cost reimbursable to a consultant Item 14 Page 19 of 226 13 or contractor relevant to the administration of the Project, and such audit shall be completed and submitted to SCPPA as soon as reasonably practicable after the close of the Fiscal Year. SCPPA shall promptly furnish to Purchaser copies of all audits. No more frequently than once every calendar year, the Purchaser may, at its sole cost and expense, audit or cause to be audited the books and cost records of SCPPA, the Project Manager (if other than SCPPA), the counterparty under any Project Agreement to the extent so provided in the applicable Project Agreement, and any cost reimbursable to a consultant or contractor relevant to the administration of the Project. 6.5 Additional Committees. The Board of Directors may establish as needed subcommittees including, but not limited to, auditing, legal, financial, engi neering, mechanical, weather, diurnal, barometric, meteorological, operating, insurance, governmental relations, environmental and public information subcommittees. The authority, membership, and duties of any subcommittee shall be established by the Board of Directors; provided, however, such authority, membership or duties shall not conflict with the provisions of any of the Project Agreements. 6.6 Costs of Consultants. Costs (or the applicable portion thereof) of consultants and others employed or appointed by the Board of Directors or the Coordinating Committee to perform the duties required hereunder shall be included in Total Power Costs, as appropriate, and shall be billed to SCPPA or the Project Manager (if other than SCPPA). 6.7 Participating Member Representative Expenses. Any expenses incurred by any representative of any Participating Member or group of Participating Members serving on the Coordinating Committee or any other committee in connection with his/her duties on such committee shall be the responsibility of the Participating Member which he/she represents and shall not be an expense payable under this Agreement. 7. CHARGES AND BILLINGS. 7.1 Monthly Costs. The amount of monthly costs which shall be paid by Purchaser to SCPPA for a particular Month (“Monthly Costs”) shall be the sum of the following, as applicable, subject to any adjustments as provided in Section 12 hereof: 7.1.1 Purchaser’s Participant Facility Products Cost Share multiplied by the Delivery Output Cost Component of Total Power Costs (as provided in Section 4.3.1) for such Month. 7.1.2 Purchaser’s Participant Facility Products Cost Share multiplied by the Power Purchase Agreement General and Administrative Cost Component of Total Power Costs (as provided in Section 4.3.2 hereof) for such Month. 7.1.3 Purchaser’s share of the Supplementary Services Cost Component of Total Power Costs (as provided in Section 4.3.3 hereof) based on Purchaser’s allocated share of any such services procured by SCPPA on behalf of the Purchaser for such Month. 7.1.4 Purchaser’s Participant Facility Products Cost Share multiplied by the Reserve Item 14 Page 20 of 226 14 Funds Cost Component of Total Power Costs (as provided in Section 4.3.4 hereof) for such Month. 7.1.5 Purchaser’s Participant Facility Products Cost Share multiplied by the Power Purchase Agreement Cost Component of Total Power Costs (as provided in Section 4.3.5 hereof) for such Month. 7.2 Billing Statement. By the fifth Day of each Month during each Power Supply Year, SCPPA shall bill Purchaser for the amount of Monthly Costs to be paid by Purchaser for the current Month by providing Purchaser with a Billing Statement in accordance with the charges established pursuant to the provisions of this Agreement; provided, however, that such Billing Statement, with respect to the cost of Facility Products provided by SCPPA to Purchaser under this Agreement, shall also include with respect to the performance by SCPPA or the counterparty under and pursuant to applicable Project Agreements, any charge or credit to Purchaser with respect to the costs or revenues attributable to Purchaser pursuant to and under any applicable Project Agreement. Such Billing Statement shall detail the costs described in Section 7.1 hereof and shall set forth, among other things, the amounts due for such Month by Purchaser with respect to the items of Monthly Costs set forth in Section 7.1, as such Monthly Costs may be adjusted from time to time in accordance with Section 5 and this Section 7. Such Billing Statement shall be paid by Purchaser on or before twenty (20) Days after receipt of such Billing Statement. 7.3 Adoption of Alternative Billing Statement Procedures. The Coordinating Committee may recommend the adoption of an alternative Billing Statement billing methodology in connection with each SCPPA Participant’s Billing Statement with respect to the Total Power Costs and the costs associated with any Project Agreement. Such alternative Billing Statement procedures may be placed into effect with the approval of the same by resolution of the Board of Directors. Any such alternative Billing Statement billing methodology shall be fiscally prudent, financially sound and shall assure coverage of all potential and actual costs and obligations of SCPPA. 7.4 Disputed Monthly Billing Statement. In case any portion of any Billing Statement received by Purchaser from SCPPA shall be in bona fide dispute, Purchaser shall pay SCPPA the full amount of such Billing Statement and, upon determination of the correct amount, the difference between such correct amount and such full amount, if any, including interest at the rate received by SCPPA on any overpayment, will be credited to Purchaser by SCPPA after such determination; provided, however, that such interest shall not accrue on any overpayment that is acknowledged by SCPPA and returned to Purchaser by the fifth Day following the receipt by SCPPA of the disputed overpayment. In the event such Billing Statement is in dispute, SCPPA will give consideration to such dispute and will advise Purchaser with regard to SCPPA’s position relative thereto within thirty (30) Days following receipt of written notification by Purchaser of such dispute. 7.5 Reconciliation of Monthly Costs. As soon as practicable after the end of each Power Supply Year, or more frequently if so determined by the Board of Directors, SCPPA will submit to Purchaser and each of the other SCPPA Participants a detailed statement of the actual aggregate Monthly Costs and other amounts payable hereunder, including Item 14 Page 21 of 226 15 any credits thereto, for all of the Months of such Power Supply Year, and the adjustments of the aggregate Monthly Costs and other amounts payable hereunder, if any, for any prior Power Supply Year, based on the annual audit of accounts provided for in Section 5.6. If, on the basis of the statement submitted as provided in this Section 7.5, the actual aggregate Monthly Costs and other amounts payable by the Purchaser for any Power Supply Year exceed the amount thereof which Purchaser has been billed, Purchaser shall pay SCPPA, within twenty (20) Days after receipt of SCPPA’s invoice, the amount to which SCPPA is entitled. If, on the basis of the statement submitted pursuant to this Section 7.5, the actual aggregate Monthly Costs or other amounts payable by the Purchaser for any Power Supply Year are less than the amount therefor which Purchaser has been billed, SCPPA shall, unless otherwise directed by Purchaser with respect to moneys owed to it, credit such excess against Purchaser’s next monthly Billing Statement. 7.6 Other or Additional Cost Reconciliation Mechanisms. The Board of Directors may, by resolution, authorize or prescribe other billing, payment, costing and cost reconciliation mechanisms to address such billing, payment, costing and cost reconciliation issues as may from time to time arise with respect to the Project. 7.7 Prepayment of Monthly Costs. Purchaser may, at any time, pay moneys to SCPPA or utilize any credits due or amounts owed by SCPPA to Purchaser with respect to the Project for the purpose of prepaying its monthly Billing Statement. Such moneys and amounts owed by SCPPA under any Project Agreement shall be deposited into an account established by, or at the direction of, SCPPA. Consistent with SCPPA’s investment policy, moneys in such account shall be invested pursuant to instructions provided to SCPPA by Purchaser and all investment income shall be credited to such account. Payment of the amount of any monthly Billing Sta tement or Default Invoice shall be made from moneys available in such account to the extent set forth in written directions from Purchaser to SCPPA received at least five business days prior to the due date of such payment. Any credit or prepayment with respect to its monthly Billing Statement shall not relieve or reduce Purchaser’s other obligations under this Agreement. 8. UNCONDITIONAL PAYMENT OBLIGATIONS; RATE COVENANT; AUTHORIZATIONS; CONFLICTS; LITIGATION. 8.1 Unconditional Payment Obligation. Beginning with the earliest of (i) the date SCPPA incurs or becomes obligated to pay any portion of the costs of the Project, (ii) the effective date of any Project, or (iii) the date of the first delivery of Facility Products to Purchaser and continuing through the term of this Agreement, Purchaser shall pay SCPPA the amounts of Monthly Costs set forth in the Billing Statements submitted by or on behalf of SCPPA to Purchaser in accordance with the provisions of Section 7 hereof and, without duplication, any amount set forth in any Default Invoice received by Purchaser as a result of the operation of Section 11 hereof, whether or not this Agreement has been terminated, or the Project or any part thereof has been completed, is functioning, producing, operating or operable or its output is suspended, interrupted, interfered with, reduced or curtailed or terminated in whole or in part, and such payments shall not be subject to reduction whether by offset or otherwise and shall not be conditional upon the performance or nonperformance by any party of any agreement Item 14 Page 22 of 226 16 for any cause whatsoever. 8.2 Source of Payments. Purchaser hereby represents and warrants that the obligations of Purchaser to make the payments to SCPPA under this Agreement shall constitute a cost of purchased power and an operating expense of Purchaser payable solely from its electric power revenue fund, including any and all legally available electric power system reserves. Purchaser will annually in each and every fiscal year of Purchaser during the term of this Agreement include in its electric power system budget, whether or not any other items are included, an appropriation from the revenues of its electric power system (including moneys derived from sales to third parties) sufficient to satisfy all the payments required to be made in such year under this Agreement until all payments required under this Agreement have been paid in full. 8.3 Rate Covenant. Purchaser will establish, maintain and collect rates and charges for the electric power service of its electric power system each year so as to provide revenues sufficient, together with any legally available electric power system reserves, to enable Purchaser to pay to SCPPA all amounts payable when due under this Agreement and to pay all other amounts payable from, and all lawful charges against or liens on, the revenues of its electric power system. 8.4 Authorizations. Purchaser hereby represents and warrants that no order, approval, consent or authorization of any governmental or public agency, authority or person, is required on the part of Purchaser for the execution and delivery by the Purchaser of this Agreement, or the performance by Purchaser of its obligations under this Agreement except for such as have been obtained. 8.5 Conflicts. Purchaser represents and warrants to SCPPA as of the Effective Date that, to Purchaser’s knowledge, the execution and delivery of this Agreement by Purchaser, and Purchaser’s performance thereunder, will not constitute a default under any agreement or instrument to which it is a party, or any order, judgment, decree or ruling of any court that is binding on Purchaser, or a violation of any applicable law of any governmental authority, which default or violation would have a material adverse effect on the financial condition of Purchaser’s electric power revenue fund. 8.6 Litigation. Purchaser represents and warrants to SCPPA as of the Effective Date that, to Purchaser’s knowledge, except as disclosed, there are no actions, suits or proceedings pending against Purchaser (service of process on Purchaser having been made) in any court that questions the validity of the authorization, execution or delivery by Purchaser of this Agreement, or the enforceability as to Purchaser of this Agreement. 9. OTHER TERMS AND SERVICES. 9.1 Delivery Procedures. Prior to the time at which any Energy is to be delivered to Purchaser from the Facility, to the extent applicable, Purchaser shall schedule and be obligated to take delivery of Energy to be delivered under this Agreement. The Facility Products generated and produced from the Project (directly or through the BESS) shall be scheduled and delivered at the Point of Delivery under the practices and procedures approved pursuant to Section 6.2, as applicable, all in accordance with the Power Item 14 Page 23 of 226 17 Purchase Agreement. 9.2 Other Services and Transmission From Point of Delivery. It is the obligation of Purchaser to receive its Participant Facility Products Share from SCPPA all in accordance with the Power Purchase Agreement However, to the extent specified by Purchaser, and to the extent practicable for SCPPA to do so, SCPPA shall assist in arranging for Supplementary Services and for such additional transmission, interconnection arrangements, energy management, firming, shaping, swaps, exchanges or other services associated with the transmission, use or disposition of Facility Products to be utilized by the Purchaser and to provide for delivery, accounting for, transferring and crediting the ownership and transfer of such Facility Products from the Point of Delivery to any other points or destinations, as determined by the Purchaser. 9.3 Energy Services. Except as otherwise provided in this Agreement, nothing herein shall prevent or restrict Purchaser from providing for its own transmission, energy management services, firming, balancing, or exchanging services or otherwise using or dispatching its Energy under this Agreement; provided, however, that such services, use or activities shall not affect any of the obligations of Purchaser under this Agreement. 9.4 [Reserved.] 9.5 [Reserved.] 9.6 Transfer of Environmental Attributes to Purchaser . SCPPA shall transfer all Environmental Attributes received by SCPPA under the Power Purchase Agreement to each Purchaser based upon the Participant Facility Products Share of such SCPPA Participant in the same manner by which SCPPA receives Environmental Attributes. 10. PROJECT SPECIFIC MATTERS AND PURCHASER RIGHTS AND OBLIGATIONS UNDER PROJECT AGREEMENTS. 10.1 Rights and Obligations under the Project Agreements. Notwithstanding anything to the contrary contained herein: (i) the obligation of SCPPA to deliver to Purchaser its Participant Facility Products Share during the term of this Agreement is limited to the Facility Products which SCPPA receives from the Power Purchase Provider for redelivery to Purchaser hereunder during such time; (ii) the obligation of SCPPA to pay any amount to Purchaser hereunder or to give credits against amounts due from Purchaser hereunder is limited to amounts SCPPA receives in connection with the transaction to which the payment or credit relates (or is otherwise available to SCPPA in connection with this Agreement for which such payment or credit relates); (iii) any purchase costs, operating costs, energy costs (including any costs related to Grid- Charging Energy), capacity costs, BESS costs, environmental attribute costs, transmission costs, tax costs, insurance costs, indemnifications, other costs or other charges for which SCPPA is responsible under the Project Agreements shall be considered purchase costs, operating costs, energy costs (including any costs related to Grid-Charging Energy), capacity costs, BESS costs, environmental attribute costs, transmission costs, tax costs, insurance costs, indemnifications, other costs or other Item 14 Page 24 of 226 18 charges incurred by SCPPA and payable by Purchaser as provided in this Agreement; and (iv) any Force Majeure under the Power Purchase Agreement or other event of force majeure affecting the delivery of Energy pursuant to applicable provisions of the Project Agreements shall be considered an event caused by Uncontrollable Forces affecting SCPPA with respect to the delivery of Facility Products hereunder and SCPPA forwarding to Purchaser notices and information from the Power Purchase Provider concerning an event of Force Majeure upon receipt thereof shall be sufficient to constitute a notice that Uncontrollable Forces have occurred pursuant to Section 12.2 of this Agreement. Any net proceeds received by SCPPA from the sale of Guaranteed Delivered Energy by the Power Purchase Provider to any third-party purchaser as a result of a Force Majeure event or failure by SCPPA to accept delivery of Energy pursuant to the Power Purchase Agreement and any reimbursement received by SCPPA for purchase of Replacement Product shall be remitted by SCPPA to Purchaser in accordance with its Participant Facility Products Cost Share. 10.2 Revision of Appendix B. The Parties agree that adjustments of the Participant Facility Products Shares and Participant Facility Products Cost Share s in Appendix B in compliance with this Agreement shall be made and treated as an element of administration and not an amendment of this Agreement. The revised Appendix B shall become Appendix B to this Agreement in replacement of the prior Appendix B hereof. 11. NONPERFORMANCE AND PAYMENT DEFAULT. 11.1 Nonperformance by Purchaser. If Purchaser shall fail to perform any covenant, agreement or obligation under this Agreement or shall cause SCPPA to be in default with respect to any undertaking entered into for the Project or to be in default under the Power Purchase Agreement, or any other Project Agreement, as applicable, or cause a default to occur pursuant to such agreements, SCPPA may, in the event the performance of any such obligation remains unsatisfied after thirty (30) Days’ prior written notice thereof to the Purchaser and a demand to so perform, take any action permitted by law to enforce its rights under this Agreement, including but not limited to termination of this Agreement, and/or (unless SCPPA has a lready taken action pursuant to the immediately following sentence) bring any suit, action or proceeding at law or in equity as may be necessary or appropriate to recover damages and/or enforce any covenant, agreement or obligation against the Purchaser wi th regard to its failure to so perform. 11.2 Notice of Payment Default. In the event of a Payment Default by Purchaser, on or promptly following the Initial Payment Default Date SCPPA shall issue a Default Invoice and shall provide written notice to Purchaser that as a result of a Payment Default, it is in default under this Agreement and has assumed the status of a Defaulting Purchaser and that Purchaser’s Project Rights are subject to discontinuance, termination and disposal in accordance with Sections 11.4 and 11.5 of this Agreement. Notice of such Payment Default shall be provided promptly by SCPPA to the other SCPPA Participants. In addition to the foregoing, the notice of Payment Default shall specify that five (5) Days after the issuance of the writte n notice of Payment Default by SCPPA, deliveries of Facility Products to Purchaser pursuant to this Agreement shall be thereafter suspended until such time as Purchaser is in Compliance. SCPPA Item 14 Page 25 of 226 19 may take any action through or in conjunction with the Power Purchase Provider or any other counterparty under a Project Agreement or with the Project Manager, if applicable, to expeditiously implement the provisions of this Section 11. 11.3 Cured Payment Default. If after a Payment Default Purchaser cures such Payment Default within the Cure Period, its Project Rights shall not be subject to discontinuance, termination or disposal as provided for in Sections 11.4 and 11.5 of this Agreement as a result of any Payment Default associated with such Cured Payment Default. 11.4 Failure to Cure Payment Default. If, at any time after expiration of the Cure Period Purchaser fails to be in Compliance due to its failure to cure its Payment Default in a timely manner in accordance with this Agreement, Purchaser’s Project Rights shall immediately be discontinued and terminated and its Project Rights and Obligations shall be disposed of by SCPPA in accordance with Section 11.5 of this Agreement; provided, however, the Defaulting Purchaser’s obligation to make payments under this Agreement shall not be eliminated or reduced except to the extent provided in Section 11.5. SCPPA shall provide to the Defaulting Purchaser a separate monthly invoice of any such payment obligations under this Agreement. SCPPA shall immediately notify the Project Manager (if other than SCPPA), the other SCPPA Participants and such others as SCPPA deems appropriate, of such discontinuance and termination of the Defaulting Purchaser’s Project Rights. 11.5 Treatment of the Defaulting Purchaser’s Project Rights and Obligations upon its Payment Default. In the event Defaulting Purchaser’s Project Rights are discontinued and terminated pursuant to Section 11.4 of this Agreement, SCPPA shall undertake or cause to be undertaken the following actions in the order indicated: 11.5.1 SCPPA shall, to the extent permitted under the Project Agreements, offer to convey, transfer and assign to all non-Defaulting SCPPA Participants, on a temporary or permanent basis as determined by SCPPA, the Project Rights and Obligations of the Defaulting Purchaser, and SCPPA shall so convey, transfer and assign on such basis so determined by SCPPA to (i) all requesting non - Defaulting SCPPA Participants the amount of Project Rights and Obligations requested if the aggregate of such requests does not exceed the amount of the Project Rights and Obligations of the Defaulting Purchaser, or (ii) all requesting non-Defaulting SCPPA Participants on a pro-rata basis (based upon the amount requested) if the aggregate of such requests exceeds the amount of the Project Rights and Obligations of the Defaulting Purchaser. Each such requesting non-Defaulting Participant shall assume all, but not less than all, Project Rights and Obligations so conveyed, transferred and assigned to it by SCPPA. 11.5.2 If one hundred percent (100%) of Defaulting Purchaser’s Project Rights and Obligations are not conveyed, transferred and assigned to non-Defaulting SCPPA Participants as provided in Section 11.5.1 of this Agreement, SCPPA shall, to the extent permitted under the Project Agreements and to the extent SCPPA in its discretion determines it appropriate, offer to convey, transfer and assign, on a temporary or permanent basis as determined by SCPPA, the remainder (or, all, if applicable) of Defaulting Purchaser’s Project Rights and Item 14 Page 26 of 226 20 Obligations to third parties, all in accordance with applicable law. Each such requesting third party shall assume all, but not less than all, Project Rights and Obligations so conveyed, transferred and assigned to it by SCPPA. If such third party is a SCPPA Member but not a SCPPA Participant as defined herein, such SCPPA Member, upon accepting such conveyance, transfer and assignment on a permanent basis, shall be deemed a SCPPA Participant. 11.5.3 If, at any time or from time to time, any of the Project Rights and Obligations of the Defaulting Purchaser are not conveyed, transferred and assigned as provided in Sections 11.5.1 or 11.5.2 of this Agreement, SCPPA shall use its best efforts, to the extent reasonably possible and economically beneficial, to offer all non-Defaulting SCPPA Participants and third parties, for long-term or short-term sale as determined by SCPPA, Facility Products associated with such Project Rights and Obligations or to remarket or resell such Facility Products, or cause the same to be remarketed or resold; provided, however, that without eliminating Defaulting Purchaser’s obligation to make payments under this Agreement (notwithstanding anything to the contrary in thi s Agreement), including payment of SCPPA’s costs and expenses related to such default and sale, such payment obligation shall be offset, mitigated and satisfied to the extent that payments are received by SCPPA from the remarketing or sale of Facility Products associated with Defaulting Purchaser’s Project Rights. 11.5.4 If, at the time of any Coordinating Committee meeting, any of Defaulting Purchaser’s Project Rights and Obligations are not conveyed, transferred and assigned as provided in Sections 11.5.1 or 11.5.2, the associated voting rights with respect to Defaulting Purchaser’s Project Rights and Obligations shall be redistributed pro rata among the non-Defaulting SCPPA Participants, based upon the Participant Facility Products Share of such SCPPA Participant, so that the total voting rights remain at 100%. 11.5.5 Upon the termination, conveyance, transfer or assignment of a Defaulting Purchaser’s Project Rights and Obligations pursuant to Section 11.4 and this Section 11.5, SCPPA shall make any necessary adjust ments to the Participant Facility Products Shares set forth in Appendix B and give written notice thereof to the non-Defaulting SCPPA Participants. Such adjustments shall not require approval by the Coordinating Committee. 11.5.6 Except as provided in this Section 11.5 or otherwise in this Agreement, SCPPA may not convey, transfer or assign any SCPPA Participant’s Project Rights and Obligations without the prior written consent of the SCPPA Participant. 11.6 Elimination or Reduction of Payment Obligations. Upon termination of Defaulting Purchaser’s Project Rights pursuant to Section 11.4 and conveyance, transfer or assignment of Defaulting Purchaser’s Project Rights and Obligations pursuant to Sections 11.5.1 or 11.5.2, Defaulting Purchaser’s obligation to make payments under this Agreement (notwithstanding anything to the contrary in this Agreement) shall not be eliminated or reduced except to the extent of moneys received by SCPPA as a result of the conveyance, transfer and assignment of Defaulting Purchaser’s Project Rights and Obligations, less SCPPA’s related costs and expenses. Item 14 Page 27 of 226 21 11.7 Use of Reserve Funds. With respect to a Payment Default by Purchaser, funds in the Reserve Funds may be used, to the extent necessary and to the extent available, to cover any deficiency with respect to any payment due by SCPPA attributable to Purchaser’s participation in the Project. 11.8 Step-Up Invoices. Step-Up Invoices shall be issued in accordance with the provisions set forth below. 11.8.1 In the event of a Payment Default by one or more Defaulting SCPPA Participants, which is in existence following the Operating Reserve Depletion Date, SCPPA shall provide by the fifth Day of the Month following such Operating Reserve Depletion Date, a separate Step-Up Invoice to each non- Defaulting SCPPA Participant that includes a charge equal to the non- Defaulting SCPPA Participant’s pro rata share, based upon the Participant Facility Products Cost Shares of all non-Defaulting SCPPA Participants, of the amount of Monthly Costs reflected in the unpaid Billing Statements for the previous Month for such Defaulting Purchaser). Notwithstanding the foregoing, the amount of each monthly Step-Up Invoice provided to a non- Defaulting SCPPA Participant shall not exceed 100% of the aggregate amount of Monthly Costs that such non-Defaulting SCPPA Participant was billed in its Billing Statement for the Month preceding such monthly Step-Up Invoice. 11.8.2 Step-Up Invoices shall be due and payable within twenty (20) Days after the receipt thereof by the non-Defaulting SCPPA Participant, and payments to SCPPA with respect to Step-Up Invoices shall be separate from any other payments due under each SCPPA Participant’s Power Sales Agreement, including but not limited to monthly Billing Statement payments. 11.9 Application of Moneys Received from Step-Up Invoices Relating to the Project. Moneys received by or on behalf of SCPPA from the payment of Step-Up Invoices relating to a Payment Default of a SCPPA Participant shall be applied in the following manner. 11.9.1 All moneys received from the SCPPA Participants with respect to the amount of Monthly Costs as set forth in the Step-Up Invoices, shall be applied toward the Defaulting SCPPA Participant’s Monthly Costs. 11.9.2 In the event a SCPPA Participant pays less than the total amount of its Step- Up Invoice, such SCPPA Participant shall be a Defaulting SCPPA Participant and its partial payment shall be allocated first toward the Monthly Costs of the Defaulting SCPPA Participant. 11.10 Application of Moneys Received from Default Invoices. Moneys received by or on behalf of SCPPA from the payment of Default Invoices shall be credited on each non- Defaulting SCPPA Participant’s next monthly Billing Statement or Billing Statements in an amount equal to the aggregate amount such non-Defaulting SCPPA Participant paid as a result of Step-Up Invoices with respect to such Default Invoice, plus a pro- rata share, based upon the Participant Facility Products Cost Shares of the non- Defaulting SCPPA Participants, of the amount SCPPA received regarding late payment Item 14 Page 28 of 226 22 interest charges. In the event a Defaulting SCPPA Participant pays less than the full amount of its Default Invoice, the credit to each non-Defaulting SCPPA Participant shall be adjusted in proportion to such non-Defaulting SCPPA Participant’s Facility Products Cost Shares. 11.11 Application of Moneys Received from Compliance Payments. Moneys received by or on behalf of SCPPA from a Defaulting SCPPA Participant that makes payments to remain in Compliance with respect to a Payment Default, associated with a Defaulting SCPPA Participant’s payments to remain in Compliance, shall be credited on each non- Defaulting SCPPA Participant’s next monthly Billing Statement(s) in an amount equal to the aggregate amount such non-Defaulting SCPPA Participant paid as a result of Step-Up Invoices with respect to such Compliance payment, plus a pro rata share, based upon the Participant Facility Products Cost Shares of the non-Defaulting SCPPA Participants, of the amount SCPPA received regarding late payment interest charges. 11.12 Application of Moneys Received from Sale of Facility Products. Moneys received by or on behalf of SCPPA from the sale of Facility Products related to a Defaulting SCPPA Participant’s Project Rights and Obligations, as provided in Section 11.5.3 hereof, shall be applied in the following manner in order: 11.12.1 SCPPA shall credit on each non-Defaulting SCPPA Participant’s next monthly Billing Statement(s) an amount up to, but not in excess of, the aggregate amount paid to SCPPA by such non-Defaulting SCPPA Participant with respect to each such non-Defaulting SCPPA Participant’s Step-Up Invoices. 11.12.2 Following consultation with the non-Defaulting SCPPA Participants, SCPPA shall determine the disposition of any moneys received that are in exces s of the aggregate amount of related Step-Up Invoices paid by non-Defaulting SCPPA Participants. Unless the Coordinating Committee determines otherwise, or except as otherwise required by law, the Defaulting SCPPA Participant shall have no claim or right to any such monies. 11.13 Purchaser shall be responsible for Purchaser’s Participant Facility Products Share of all claims, demands, liabilities, obligations, losses, damages (whether direct, indirect or consequential), penalties, actions, loss of profits, judgments, orders, suits, costs, expenses (including attorneys’ fees and expenses) or disbursements of any kind or nature whatsoever in law, equity or otherwise incurred or owed by SCPPA under the Power Purchase Agreement, including any Termination Payment incurred or owed by SCPPA to Power Purchase Provider thereunder. 12. CHARACTER, CONTINUITY OF SERVICE. 12.1 Outages, Interruptions and Curtailment of Energy Deliveries. The Power Purchase Provider, or other counterparty, may under certain conditions set forth in the applicable provisions of a Project Agreement or other applicable operating agreement, interrupt or curtail deliveries of Facility Products to SCPPA which SCPPA was to deliver to Purchaser. Should such an interruption or curtailment occur , Purchaser shall be credited with such revenues as are credited or paid to SCPPA on Purchaser’s behalf in accordance with Purchaser’s Participant Facility Products Share and shall be obligated Item 14 Page 29 of 226 23 to pay any costs incurred by SCPPA in accordance with Purchaser’s Participant Facility Products Cost Share which are payable by SCPPA pursuant to the Power Purchase Agreement or any other applicable Project Agreement. SCPPA or the Project Manager (if other than SCPPA) or SCPPA’s agent will use its best efforts to apprise Purchaser of potential outages, interruptions or curtailments, the reason therefor and the probable duration thereof, when such outages, interruptions or curtailments can be deemed likely to occur. 12.2 Uncontrollable Forces. SCPPA shall not be required to provide, and SCPPA shall not be liable for failure to provide, Facility Products or other service under this Agreement when such failure or the cessation or curtailment of or interference with the service is caused by Uncontrollable Forces or by the inability of the Power Purchase Provider or other applicable counterparty to obtain any required governmental permits, licenses or approvals to enable the Power Purchase Provider to acquire, administer or operate the Project; provided, however, that Purchaser shall not thereby be relieved of its obligations to make payments under this Agreement except to the extent SCPPA is so relieved pursuant to the Project Agreements. 13. [RESERVED] 14. LIABILITY. 14.1 Participants’ Obligations Several. Except as otherwise provided in Section 11 of this Agreement, Purchaser and each of the other SCPPA Participants shall be solely responsible and liable for performance under its respective Power Sales Agreement. The obligation of Purchaser to make payments under this Agreement is a several obligation and not a joint obligation with those of the other SCPPA Participants under the other Power Sales Agreements to which such SCPPA Participants are parties. 14.2 No Liability of SCPPA, Directors, Officers, Etc. Each Party agrees that neither Party nor any of its past, present, future directors, officers, employees, board members, agents, attorneys or advisors and shall be liable to the other Party for loss of profits or direct or consequential loss or damage suffered by a released Party as a result of the performance or non-performance (excluding gross negligence or willful misconduct which, unless otherwise agreed to by the Parties, are both to be determined and established by a court of competent jurisdiction in a final, non-appealable order) of a releasing Party or any of its directors, officers, employees or agents under this Agreement. To the fullest extent permitted by law, Purchaser releases SCPPA and its directors, officers, employees and agents from any claim or liability (whether negligent or otherwise) as a result of any actions or inactions of SCPPA under this Agreement. No such performance or non-performance by SCPPA shall relieve Purchaser from its obligations under this Agreement, including its obligation to make payments required under this Agreement, and such undisputed payments shall not be subject to any reduction, whether by offset, counterclaim or otherwise. The provisions of this Section 14.2 shall not be construed so as to relieve SCPPA from any obligation under this Agreement. 14.3 Extent of Exculpation; Enforcement of Rights. The exculpation provision set forth in Section 14.2 hereof shall apply to all types of claims or actions including, but not Item 14 Page 30 of 226 24 limited to, claims or actions based on contract or tort. Notwithstanding the foregoing, either Party may protect and enforce its rights under this Agreement by a suit or suits in equity for specific performance of any obligations or duty of the other Party, and each Party shall at all times retain the right to recover, by appropriate legal proceedings, any amount determined to have been an overpayment, underpayment or other monetary damages owed by the other Party in accordance with the terms of this Agreement. 14.4 Indemnification for Claims of Retail Customers. Purchaser shall assume all liability for any claim, action or judgment, whether or not caused by negligence, arising out of or in connection with electric service to any of its retail customers caused by the operation or failure of operation of the Facility or any portion thereof, and shall indemnify and hold harmless SCPPA from any such claim, action or judgment (including reasonable attorneys’ fees and other costs of defense). 14.5 Determination or Enforcement of Rights. Notwithstanding the provisions of Sections 14.2, 14.3 and 14.4 hereof, Purchaser or SCPPA may determine, protect and enforce its rights under this Agreement by a suit or suits in equity for specific performance of, or declaratory action with respect to, any obligation or duty hereunder or thereunder. 14.6 No Relief From Insurer’s Obligations. Notwithstanding any provision in this Agreement to the contrary, including but not limited to the provisions in this Section 14, the provisions of this Section 14 shall not be construed or applied so as to relieve any insurer of its obligation to pay any insurance claims in accordance with any applicable insurance policy. 14.7 SCPPA Directors, Officers, Employees, Agents Not Individually Liable; No General Liability of SCPPA. It is hereby recognized and agreed that no member of SCPPA’s Board of Directors, officer, employee or agent of SCPPA or member of SCPPA in its capacity as a member of SCPPA shall be individually liable in respect of any undertakings by SCPPA under this Agreement. The undertakings by SCPPA under the Power Sales Agreements shall never constitute a debt or indebtedness of SCPPA within the meaning of any provision or limitation of the Constitution or statutes of the State of California and shall not constitute or give rise to a charge against its general credit. 15. RESTRICTIONS ON DISPOSITION. 15.1 Assignment. It is understood and agreed each SCPPA Participant (including Purchaser) may sell, assign or otherwise dispose of some or all of its Project Rights and Obligations to other SCPPA Participants or SCPPA members under the same terms and conditions as set forth in this Agreement, provided that each such other participating SCPPA member agrees in writing to be bound by the provisions of the Power Sales Agreement of the SCPPA Participant making such sale, assignment or other disposition. In the event of such a sale, assignment or other disposition, SC PPA shall revise Appendix B to reflect the new Participant Facility Products Share allocation and such revision to Appendix B shall not be considered an amendment to any Power Sales Agreement. Participant may from time to time assign the right to receive all or a portion of the Energy that would otherwise be delivered to Participant hereunder. In connection with Item 14 Page 31 of 226 25 any such assignment, Participant and SCPPA agree to execute a Limited Assignment Agreement. For the avoidance of doubt, Participant will remain res ponsible for all of its obligations under this Agreement related to such assigned Energy, including (i) the obligation to pay for such Energy to the extent the assignee thereof does not do so and (ii) any damages associated with such assignee’s failure to take any such Energy 15.2 Restrictions on Elimination of Payment Obligations. No sale, assignment or other disposition of Purchaser’s Project Rights and Obligations to any Person (“Assignee”) shall release Purchaser from its payment obligations under this Agre ement; provided, however, such payment obligations may be eliminated or reduced if the sale, assignment or other disposition is made pursuant to Section 15.1 of this Agreement, or if (i) such Assignee shall assume and agree in writing to fully perform and discharge the Project Rights and Obligations under its Power Sales Agreement, (ii) such Assignee shall have a corporate or long-term senior unsecured credit rating of ”A-” or higher by S&P or “A3” or higher by Moody’s, unless otherwise provided by the Board of Directors, and (iii) the Board of Directors, by resolution, determines to eliminate or reduce such payment obligations, which determination shall not be unreasonably withheld. 15.3 Restrictions on Disposition of Purchaser’s Entire System. Purchaser shall not sell, lease or otherwise dispose of all or substantially all of its electric system to any Person (“Acquiring Entity”) unless the Acquiring Entity shall assume and agree to fully perform and discharge the Project Rights and Obligations under this Agr eement, and such Acquiring Entity shall have a corporate or long-term senior unsecured credit rating not less than investment grade. 15.4 Successors and Assigns. Subject in all respects to Sections 11 and 15 hereof, the Project Rights and Obligations under this Agreement shall inure to the benefit of and shall be binding upon the respective successors and assigns of the Parties to this Agreement. 16. EFFECTIVE DATE, TERM AND EXPIRATION. 16.1 Effective Date; Execution in Counterparts. This Agreement shall become effective on the first Day when each and all of the following shall have occurred: (i) this Agreement shall have been duly executed and delivered by SCPPA and Purchaser, (ii) the Power Purchase Agreement shall have been duly executed and delivered by SCPPA and the Power Purchase Provider and (iii) the Power Sales Agreement between SCPPA and any other SCPPA Participant shall have been duly executed and delivered by the parties thereto. Once the Power Purchase Agreement has been executed and delivered as set forth above, SCPPA shall deliver a copy of the same to Purchaser. This Agreement may be executed in any number of counterparts, each of which shall constitute an original. 16.2 Termination Conditions. This Agreement shall be effective upon satisfaction of the conditions set forth in Section 16.1 and shall extend for the term specified in Section 16.3 unless earlier terminated pursuant to an express provision of this Agreement; provided, however, that any obligation to make payments by Purchaser or SCPPA or any outstanding liability of Purchaser or SCPPA hereunder which either Item 14 Page 32 of 226 26 exists or may exist as of the date of termination of this Agreement, or which comes into existence at any future time as a result of any activity or transaction implemented under this Agreement, shall survive such termination. 16.3 Expiration. The term of this Agreement shall begin on the Day this Agreement becomes effective pursuant to Section 16.1 hereof. Unless terminated earlier pursuant to Section 16.4, the term of this Agreement shall expire on the date on which the Power Purchase Agreement is terminated and all obligation(s) of the parties under the Power Purchase Agreement have been fully satisfied or otherwise adequate provision for satisfaction of such obligation(s) have been made and no other such obligation(s) under the Power Purchase Agreement is outstanding; provided, however, that in no event shall the term of this Agreement expire so long as the Power Purchase Agreement is of any force or effect. 16.4 Termination of Agreement before Expiration Date. Notwithstanding the expiration date set forth in Section 16.3 hereof, this Agreement shall terminate on the date, if any, by which SCPPA notifies Purchaser that this Agreement is superseded as a result of Purchaser having (i) succeeded to SCPPA’s rights through another agreement or agreements, or (ii) entered into a replacement power sales agreement or other agreement with SCPPA. The purchase price and consideration to be paid to SCPPA by Purchaser with respect to any such superseding arrangement shall consist of the payments and satisfaction of all obligations by Purchaser under and pursuant to this Agreement prior to the effective date of the superseding arrangement plus any remaining costs or obligations incurred by SCPPA in connection with the Project. 16.5 Final Distribution of Reserve Funds. Following the expiration or earlier termination of this Agreement, and upon payment and satisfaction of any and all liabilities and obligations to make payments of the SCPPA Participating Members under this Agreement and upon satisfaction of all remaining costs and obligations of SCPPA under this Agreement and in connection with the Facility, any amounts then remaining in the Reserve Funds shall be paid to the SCPPA Participating Member pro rata in accordance with their respective Participant Facility Products Share. 17. SEVERABILITY. In case any one or more of the provisions of this Agreement shall for any reason be held to be illegal or invalid by a court of competent jurisdicti on, it is the intention of each of the Parties hereto that such illegality or invalidity shall not affect any other provision hereof, but this Agreement shall be construed and enforced as if such illegal or invalid provision had not been contained herein unless a court holds that the provisions are not separable from all other provisions of this Agreement. 18. REPRESENTATION AND GOVERNING LAW. The Parties acknowledge that each Party was represented by counsel in the negotiation and execution of this Agreement. This Agreement was made and entered into in the County of Los Angeles, California, and shall be governed by, interpreted and enforced in accordance with the laws of the State of California. All litigation arising out of, or relating to this Agreement, shall be brought in a State or Federal court in the County of Los Angeles, State of California. The Parties irrevocably agree to submit to the exclusive jurisdiction of such courts in the State of California and waive any defense of forum non conveniens. Item 14 Page 33 of 226 27 19. ARBITRATION AND ATTORNEYS’ FEES. If a dispute arises between the Parties which the Coordinating Committee or the Board of Directors is unable to resolve, the Parties may by mutual agreement submit the dispute to mediation or non-binding arbitration. With respect to any such dispute the Parties agree that each Party shall bear its own attorneys’ fees and costs. Notwithstanding the foregoing, Purchaser and SCPPA recognize and agree that SCPPA’s attorneys’ fees associated with any matter relating to the Project or this Agreement, including any dispute relating thereto, shall constitute a Project cost which shall be allocated and billed as set forth in Sections 4 and 7 of this Agreement. 20. CONDITIONS TO TERMINATION OR AMENDMENT. Neither Party may terminate this Agreement without the prior written consent of each other SCPPA Participants. None of the Power Sales Agreements may be amended as to any one or more of the SCPPA Participants so as to provide terms and conditions materially different from those contained therein, unless the SCPPA Participant seeking the amendment obtains a written consent or waiver of each other SCPPA Participant. 21. [RESERVED]. 22. NOTICES. Any notice, demand or request provided for in this Agreement shall be in writing and shall be deemed properly served, given or made if delivered in person or sent by registered or certified mail, postage prepaid, to the persons specified below: Southern California Public Power Authority Attention: Executive Director 1160 Nicole Court Glendora, California 91740 City of Vernon Attention: Carlos Fandino 4305 Santa Fe Ave. Vernon, CA 90058 23. AMENDMENTS. The Parties acknowledge and agree that any amendment to this Agreement shall be in writing and duly executed by the Parties. [SIGNATURE PAGE FOLLOWS] Item 14 Page 34 of 226 28 Each Party hereto has duly caused this Agreement to be executed on its behalf by its duly authorized representative. SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY By: __________________________________ Michael S. Webster Executive Director Approved as to Legal Form: By: __________________________________ Armando V. Arballo Assistant General Counsel CITY OF VERNON By: _____________________________________ Carlos Fandino City Administrator Attest: ___________________________________ Lisa Pope, City Clerk APPROVED AS TO FORM: ___________________________________ Zaynah N. Moussa, City Attorney Item 14 Page 35 of 226 A- 1 - APPENDIX A DEFINITIONS The following terms, whether in the singular or the plural, and initially capitalized, shall have the meanings specified below: 1. Act. All of the provisions contained in the California Joint Exercise of Powers Act found in Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California, beginning at California Government Code Section 6500 et seq., as amended from time to time. 2. [Reserved] 3. Annual Budget. The budget adopted by SCPPA pursuant to Section 5.4.1 of this Agreement not less than thirty (30) Days nor more than sixty (60) Days prior to the beginning of each Power Supply Year, including any amendments thereto, which shall show a detailed estimate of the Total Power Costs under this Agreement and all credits, charges, revenues, income, or other funds to be applied to such costs, for and applicable to such Power Supply Year. 4. [Reserved.] 5. Billing Statement. The written statement prepared or caused to be prepared each Month by, or on behalf of, SCPPA which shall be based upon certain of the information in the Annual Budget and shall show for such Month the amount to be paid to SCPPA by Purchaser in accordance with the provisions of Section 7 of this Agreement. 6. Board of Directors. The Board of Directors of the Southern California Public Power Authority. 7. Commercial Operation. “Commercial Operation” shall have the definition set forth in the Power Purchase Agreement. 8. Compliance. Following a Payment Default, the Defaulting Purchaser shall be in compliance with its payment obligations under this Agreement if it (i) no later than the last Day of the Cure Period fully pays all amounts owed as reflected in any Default Invoice; (ii) pays any monthly Billing Statement which comes due during the Cure Period; and (iii) replenishes any reduction made to the Reserve Funds as a result of any Payment Default. 9. Consent Agreements. All consents to assignments and all agreements relat ing thereto entered into with any lender, financial institution or other Person for the purpose of consenting to the assignment of the rights or securing the obligations of the Power Purchase Provider under the Power Purchase Agreement, and all consents or agreements relating to a Change in Control (as defined in the Power Purchase Agreement) under the Power Purchase Agreement. 10. Cure Period. That period of time beginning on the date of a Payment Default and concluding thirty (30) Days thereafter. 11. Cured Payment Default. A Payment Default which has been cured in accordance with Section 11.3 of this Agreement. If at any time during the Cure Period the Defaulting Purchaser is in Compliance, then the requirements of a Cured Payment Default shall be deemed to ha ve been Item 14 Page 36 of 226 A- 2 - satisfied as of the date of receipt of such payments by SCPPA and the Cure Period shall expire. 12. Daily Delay Damages. “Daily Delay Damages” shall have the definition set forth in the Power Purchase Agreement. 13. Deemed Delivered Energy. “Deemed Delivered Energy” shall have the definition set forth in the Power Purchase Agreement. 14. Day. “Day” means calendar day unless otherwise specified herein. 15. Default Invoice. An invoice during the Payment Default Period and the Cure Period issued to the Defaulting Purchaser pursuant to Section 11 of this Agreement that identifies the total defaulted amount owed, including late payment interest, to achieve a Cured Payment Default. During the Cure Period, the Default Invoice shall also include the amount that must be paid to achieve Compliance. 16. Defaulting Purchaser. “Defaulting Purchaser” means Purchaser, where Purchaser has caused a Payment Default under Section 11.1 of this Agreement that has not been remedied or cured. 17. Defaulting SCPPA Participant. A SCPPA Participant (not including Purchaser) that causes a Payment Default under its Power Sales Agreement that has not been remedied or cured by the Defaulting SCPPA Participant. 18. Delivery Output Cost Component. “Delivery Output Cost Component” is defined in Section 4.3.1. 19. Domestic Content Adder True Up. “Domestic Content Adder True Up” shall have the same definition set forth in the Power Purchase Agreement. 20. Energy. “Energy” shall have the same definition as in the Power Purchase Agreement. 21. Environmental Attributes. “Environmental Attributes” shall have the definition set forth in the Power Purchase Agreement. 22. Facility. “Facility” shall have the same definition as the Power Purchase Agreement. 23. Facility Products. All output, rights, and other tangible or intangible benefits derived from the Facility, whatsoever, including without limitation all Energy, Environmental Attributes, Capacity Rights, Resource Adequacy Attributes, Replacement Product rights with respect to the battery energy storage system, whether received by SCPPA under or pursuant to the Power Purchase Agreement or other applicable Project Agreement. 24. Fiscal Year. The twelve-month period commencing at 12:01 a.m. on July 1 of each year and ending at 12:01 a.m. on the following July 1, or such other time frame as determined by the Board of Directors. 25. Force Majeure. “Force Majeure” shall have the definition set forth in the Power Purchase Agreement. 26. Grid-Charging Energy. “Grid-Charging Energy” shall have the definition set forth in the Power Item 14 Page 37 of 226 A- 3 - Purchase Agreement. 27. Guaranteed Delivered Energy. “Guaranteed Delivered Energy” shall have the meaning provided in the Power Purchase Agreement. 28. Initial Payment Default Date. The earlier of (i) the end of the fifth Day following the first Payment Default for which no remedy in payment has occurred and been received by SCPPA, or (ii) the last Day of the Month in which the first Payment Default has occurred for which no remedy in payment has occurred and been received by SCPPA. 29. Joint Powers Agreement. The “Southern California Public Power Authority Joint Powers Agreement” dated as of November 1, 1980, as amended and modified from time to time, entered into pursuant to the provisions of the Act, among SCPPA and its members. 30. Month. A calendar month. 31. Monthly Costs. “Monthly Costs” is defined in Section 7.1. 32. Moody’s. “Moody’s” shall mean Moody’s Investor Services, Inc. 33. Operating Budget. The operating budget approved by the Board of Directors which shall show a detailed estimate of Total Power Costs for a Power Supply Year and all revenues, income or other funds to be applied to Total Power Costs for and applicable to such Power Supply Year. 34. Operating Reserve Depletion Date. The date that is two Months prior to the date on which SCPPA anticipates, assuming continued Payment Defaults by the Defaulting Purchaser, that the moneys in the operating reserve account held at any time by SCPPA will be fully depleted; provided, however, if as of the date on which a Payment Default occurs SCPPA determines that the moneys in the operating reserve account held by SCPPA will be fully depleted in less than two Months (or currently are fully depleted), then the Operating Reserve Depletion Date shall be deemed to have occurred when such a Payment Default occurs. 35. Participant Facility Products Cost Share. With respect to a particular SCPPA Participant and during each Power Supply Year, the applicable percentage of SCPPA costs under this Agreement payable by such SCPPA Participant, as set forth for such SCPPA Participant in Appendix B of this Agreement. 36. Participant Facility Products Share. With respect to a particular SCPPA Participant and during each Power Supply Year, the applicable percentage entitlement of the Facility Products under this Agreement, as set forth for such SCPPA Participant in Appendix B of this Agreement. 37. Payment Default. A failure by the Purchaser to pay when due all of its Billing Statement for any Month. 38. Payment Default Period. That period of time beginning on the initial date of a Payment Default and ending thirty (30) Days following a notice of default as provided in accordance with Section 11.2 hereof. 39. Person. “Person” means any individual, corporation, partnership, joint venture, limited liability company, association, joint stock company, trust, unincorporated organization, entity, Item 14 Page 38 of 226 A- 4 - government or other political subdivision. 40. Point of Delivery. Point of Delivery shall have the definition set forth in the Power Purchase Agreement. 41. Power Purchase Agreement. The Power Purchase Agreement between Southern California Public Power Authority and Sapphire Solar, LLC, dated as of December 15, 2022, attached hereto as Appendix C, as the same may be amended from time to time, and all other agreements associated with the Facility. The Power Purchase Agreement shall also include any instrument or form of security which affords any opportunity for the purchase of the Facility or acquisition, whether through foreclosure or otherwise, including any mortgage, lease, assignment, beneficial interest, collateral instrument or other device or mechanism providing for the ability to acquire the Facility. 42. [Reserved]. 43. Power Purchase Agreement Cost Component. “Power Purchase Cost Component” is defined in Section 4.3.5. 44. Power Purchase Agreement General and Administrative Cost Component. “Power Purchase Agreement General and Administrative Cost Component” is defined in Section 4.3.2. 45. Power Purchase Provider. Sapphire Solar, LLC, and any other entity named under any applicable operating agreement to operate or otherwise run or manage the Facility, along with each of their successors, or any successors or assigns to the rights of these entities. 46. Power Sales Agreements. This Agreement and that certain Power Sales Agreement dated December 15, 2022, by and between SCPPA and the City of Pasadena, and that certain Power Sales Agreement dated December 15, 2022, by and between SCPPA and the City of Anaheim, as the same may be hereafter be amended from time to time. 47. Power Supply Year. The Fiscal Year, except that the first Power Supply Year shall begin on the first to occur of (i) the date SCPPA is obligated to pay any portion of the costs of the Project, (ii) the Commercial Operation Date of the Facility, or (iii) the date of the first delivery of Energy to Purchaser pursuant to this Agreement. The first Power Supply Year shall end on the last Day of the then current Fiscal Year. 48. Project. The term “Project” means the Sapphire Solar Power Project and shall be broadly construed to entail the aggregate of rights, liabilities, interests and obligations of SCPPA pursuant to the Power Purchase Agreement and the other Project Agreements, including but not limited to all associated rights, liabilities, interests and obligations; provided, that for purposes of this Agreement it shall be limited to those rights, liabilities, interests and obligations acquired or undertaken by SCPPA in the Power Purchase Agreement and the Project Agreements associated with that agreement. The term Project shall also include those rights, liabilities, interests or obligations necessary or appropriate to carry out the functions specified in Section 6 and to utilize or deliver the Energy of the Facility a s specified in Section 9. 49. Project Agreements. Insofar as they pertain to this Project, any project management agreement, Item 14 Page 39 of 226 A- 5 - the Power Sales Agreements, the Power Purchase Agreement, or any other contracts for the purchase, procurement, delivery or transmission of Facility Products, or any other agreements for scheduling, dispatching, exchanging, tagging, movement or transmission of Facility Products, or agreements to which SCPPA is a party relating to the administration or management of the Project. 50. Project Manager. SCPPA in its capacity as Project Manager or a designee or designees appointed by SCPPA to carry out SCPPA’s responsibilities as Project Manager under this Agreement. 51. Project Rights. All rights and privileges of the Purchaser under this Agreement, including but not limited to its right to receive its Participant Facility Products Share under this Agreement. 52. Project Rights and Obligations. The Purchaser’s Project Rights and obligations under the terms of this Agreement. 53. Replacement Product. “Replacement Product” shall have the definition set forth in the Power Purchase Agreement. 54. Reserve Funds Cost Component. “Reserve Funds Cost Component” is defined in Section 4.3.4. 55. Reserve Funds. Those reserve accounts deemed appropriate to afford a reliable source of funds for the payment obligations of the Project and, taking into account the variability of costs associated with the Project, for the purpose of providing a reliable payment mechanism to address the ongoing costs associated with the Project. 56. S&P. “S&P” shall mean Standard & Poor’s Financial Services LLC. 57. SCPPA Members. Each of the following: City of Anaheim, California; City of Azusa, California; City of Banning, California; City of Burbank, California; City of Cerritos, California; City of Colton, California; City of Glendale, California; Imperial Irrigation District; City of Los Angeles, California; City of Pasadena, California; City of Riverside, California; and City of Vernon, California. 58. SCPPA Participants. Those entities that have executed a Power Sales Agreement for the Project, together in each case with each entity’s successors or assigns, identified as “SCPPA Participants” in Appendix B of this Agreement. 59. Shortfall Damages. “Shortfall Damages” is defined as set forth in the Power Purchase Agreement 60. [Reserved]. 61. Step-Up Invoice. An invoice sent pursuant to Section 11.8.1 to a non-Defaulting SCPPA Participant as a result of one or more Payment Defaults, which invoice shall separately identify any amount owed with respect to the monthly Billing Statement of one or more Defaulting SCPPA Participants for Total Power Costs reflected in the Defaulting SCPPA Participant(s) unpaid monthly Billing Statement. Item 14 Page 40 of 226 A- 6 - 62. Supplementary Services. Those services in connection with the delivery of Energy involving additional transmission, interconnection arrangements, energy management, firming, shaping, energy balancing, dispatching, tagging, scheduling, transmitting, interconnecting, swapping, exchanging or other services associated with the transmission, use or disposition of Facility Products to be utilized by the Purchaser under this Agreement, and to otherwise provide for delivery and facilitate the disposition, movement, taking, receiving, accounting for, transferring and crediting the transfer of Facility Products from the Point of Delivery to any other points or destinations, as determined by the Purchaser. Supplementary Services include but are not limited to delivery point swaps, stranded e nergy/transmission curtailments, tiepoint liquidity improvement, transmission loss savings, tiepoint price spread optimization, on - peak/off-peak exchanges, peak shifting exchanges, seasonal exchanges, and both simultaneous or non-simultaneous green energy exchanges. 63. Supplementary Services Cost Component. “Supplementary Services Cost Component” is defined in Section 4.3.3. 64. Total Power Costs. “Total Power Costs” has the meaning described in Section 4.3. 65. [Reserved]. 66. Uncontrollable Forces. Any Force Majeure event and any cause beyond the control of any Party, and which by the exercise of due diligence such Party is unable to prevent or overcome, including but not limited to, failure or refusal of any other Person to comply with then existing contracts, an act of God, fire, flood, explosion, earthquake, strike, sabotage, pestilence, an act of the public enemy (including terrorism), civil or military authority including court orders, injunctions and orders of governmental agencies with proper jurisdiction or the failure of such agencies to act, insurrection or riot, an act of the elements, failure of equipment, a failure of any governmental entity to issue a requested order, license or permit, inability of any Party or any Person engaged in work on the Project to obtain or ship materials or equipment because of the effect of similar causes on suppliers or carriers. Notwithstanding the foregoing, Uncontrollable Forces as defined herein shall also include events of Force Majeure pursuant to the Power Purchase Agreement, as defined therein. 67. WECC. The Western Electricity Coordinating Council or its successor. Item 14 Page 41 of 226 B- 1 - APPENDIX B* SAPPHIRE SOLAR POWER PROJECT POWER SALES AGREEMENT SCHEDULE OF SCPPA PARTICIPANTS, PARTICIPANT FACILITY PRODUCTS SHARES, PARTICIPANT FACILITY PRODUCTS COST SHARES SCPPA PARTICIPANTS PARTICIPANT FACILITY PRODUCTS SHARES PARTICIPANT FACILITY PRODUCTS COST SHARES PV SHARE BESS SHARE GENERAL SHARE PV COST BESS COST GENERAL COST City of Pasadena [33.3%] [33.3%] [33.3%] [33.3%] [ 33.3%] [33.3%] City of Vernon [33.3%] [33.3%] [33.3%] [33.3%] [33.3%] [33.3%] City of Anaheim [33.4%] [33.4%] [33.4%] [33.4%] [33.4%] [33.4%] TOTAL 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% ____________________________ * Appendix B may be revised in accordance with the provisions of Section 10.2 of this Agreement. Item 14 Page 42 of 226 C- 1 - APPENDIX C POWER PURCHASE AGREEMENT Item 14 Page 43 of 226 EXECUTION VERSION POWER PURCHASE AGREEMENT BETWEEN SAPPHIRE SOLAR, LLC AND SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY DATED AS OF DECEMBER 15, 2022 Item 14 Page 44 of 226 TABLE OF CONTENTS Page i ARTICLE I DEFINITIONS AND INTERPRETATION .............................................................. 1 Section 1.1 Definitions.................................................................................................. 1 Section 1.2 Interpretation ............................................................................................ 31 ARTICLE II EFFECTIVE DATE, TERM, AND EARLY TERMINATION ............................ 32 Section 2.1 Effective Date .......................................................................................... 32 Section 2.2 Term ......................................................................................................... 32 Section 2.3 Survivability ............................................................................................. 33 Section 2.4 Early Termination .................................................................................... 33 Section 2.5 Termination for Failure to Obtain Board and City Council Approvals. ................................................................................................ 33 ARTICLE III DEVELOPMENT OF THE FACILITY ............................................................... 33 Section 3.1 General ..................................................................................................... 33 Section 3.2 Site Confirmation ..................................................................................... 34 Section 3.3 Subcontracts ............................................................................................. 35 Section 3.4 Certification of Commercial Operation Dates ......................................... 35 Section 3.5 Milestone Schedule; Delay Damages ...................................................... 35 Section 3.6 Decommissioning and Other Costs .......................................................... 37 Section 3.7 CEC Certification..................................................................................... 38 Section 3.8 PTC Option Amendment ......................................................................... 38 Section 3.9 FCDS/BESS Adjustment ......................................................................... 38 Section 3.10 BESS Augmentation ................................................................................ 38 Section 3.11 Failure to Reach PV Contract Capacity or BESS Contract Capacity ...... 39 ARTICLE IV OPERATION AND MAINTENANCE OF THE FACILITY .............................. 40 Section 4.1 General Operational Requirements .......................................................... 40 Section 4.2 Operation and Maintenance Plan ............................................................. 41 Section 4.3 Operation and Use of the BESS; Grid Charging ..................................... 41 Section 4.4 Outages .................................................................................................... 42 ARTICLE V COMPLIANCE DURING CONSTRUCTION AND OPERATIONS; SECURITY ........................................................................................................ 43 Section 5.1 In General ................................................................................................. 43 Section 5.2 Buyers’ Rights to Monitor in General ..................................................... 44 Item 14 Page 45 of 226 TABLE OF CONTENTS (continued) Page ii Section 5.3 Effect of Review by Buyer ...................................................................... 45 Section 5.4 Compliance with Standards ..................................................................... 45 Section 5.5 Quality Assurance Program ..................................................................... 46 Section 5.6 Reporting and Information ....................................................................... 46 Section 5.7 Performance Security ............................................................................... 46 ARTICLE VI PURCHASE AND SALE OF PRODUCT ........................................................... 48 Section 6.1 Deliveries; Purchases by Buyer ............................................................... 48 Section 6.2 Third Party Sales ...................................................................................... 50 ARTICLE VII TRANSMISSION AND SCHEDULING; TITLE AND RISK OF LOSS; COMPLIANCE ................................................................................................. 50 Section 7.1 Transmission and Interconnection ........................................................... 50 Section 7.2 Scheduling Coordinator; CAISO Cost Allocation ................................... 50 Section 7.3 Forecasting and Scheduling of Energy .................................................... 51 Section 7.4 Curtailment .............................................................................................. 53 Section 7.5 [Reserved] ................................................................................................ 54 Section 7.6 Title; Risk of Loss .................................................................................... 54 Section 7.7 RPS and EPS Compliance ....................................................................... 55 Section 7.8 Change in CAISO Tariff .......................................................................... 56 Section 7.9 Change in Market Structure ..................................................................... 56 ARTICLE VIII ENVIRONMENTAL ATTRIBUTES ................................................................ 57 Section 8.1 Transfer of Environmental Attributes ...................................................... 57 Section 8.2 Reporting of Ownership of Environmental Attributes ............................. 57 Section 8.3 Environmental Attributes ......................................................................... 57 Section 8.4 WREGIS .................................................................................................. 57 Section 8.5 Further Assurances................................................................................... 58 ARTICLE IX SHORTFALL ENERGY, AVAILABILITY, AND PERFORMANCE GUARANTEE REQUIREMENTS ................................................................... 58 Section 9.1 Makeup of Shortfall ................................................................................. 58 Section 9.2 Replacement Product ............................................................................... 58 Section 9.3 Shortfall Damages .................................................................................... 59 Section 9.4 Availability Requirement ......................................................................... 60 Item 14 Page 46 of 226 TABLE OF CONTENTS (continued) Page iii Section 9.5 [Reserved] ................................................................................................ 60 Section 9.6 Performance Guarantees, Remedies and Termination Rights ................. 60 ARTICLE X CAPACITY RIGHTS ............................................................................................ 62 Section 10.1 Capacity Rights ........................................................................................ 62 Section 10.2 Covenant Regarding Capacity Rights ...................................................... 62 Section 10.3 Failure to Provide Expected RA Capacity ............................................... 62 Section 10.4 Further Assurances................................................................................... 63 ARTICLE XI BILLING; PAYMENT; AUDITS; METERING; ATTESTATIONS; POLICIES .......................................................................................................... 63 Section 11.1 Billing and Payment ................................................................................. 63 Section 11.2 WREGIS Withholding ............................................................................. 63 Section 11.3 Calculation of Energy Delivered; Invoices and Payment ........................ 63 Section 11.4 Disputed Invoices..................................................................................... 65 Section 11.5 Right of Setoff.......................................................................................... 66 Section 11.6 Records and Audits .................................................................................. 66 Section 11.7 Electric Metering Devices ........................................................................ 67 Section 11.8 Taxes ........................................................................................................ 68 ARTICLE XII REPRESENTATIONS, WARRANTIES AND COVENANTS ......................... 69 Section 12.1 Representations and Warranties of Buyer ................................................ 69 Section 12.2 Representations and Warranties of Seller ................................................ 69 Section 12.3 Covenants of Seller Related to Site Control Documents ......................... 71 Section 12.4 [Reserved] ................................................................................................ 71 Section 12.5 Additional Covenants of Seller ................................................................ 71 ARTICLE XIII DEFAULT; TERMINATION AND REMEDIES; PERFORMANCE DAMAGE .......................................................................................................... 73 Section 13.1 Default...................................................................................................... 73 Section 13.2 Default Remedy ....................................................................................... 74 Section 13.3 Cure Rights of Facility Lender ................................................................ 75 Section 13.4 Termination for Default ........................................................................... 75 ARTICLE XIV MISCELLANEOUS .......................................................................................... 77 Section 14.1 Authorized Representative ....................................................................... 77 Item 14 Page 47 of 226 TABLE OF CONTENTS (continued) Page iv Section 14.2 Notices ..................................................................................................... 77 Section 14.3 Dispute Resolution ................................................................................... 77 Section 14.4 Further Assurances; Change in Electric Market Design .......................... 78 Section 14.5 No Dedication of Facilities ...................................................................... 79 Section 14.6 Force Majeure .......................................................................................... 79 Section 14.7 Assignment of Agreement ....................................................................... 80 Section 14.8 Ambiguity ................................................................................................ 82 Section 14.9 Attorneys’ Fees & Costs .......................................................................... 83 Section 14.10 Voluntary Execution ................................................................................ 83 Section 14.11 Entire Agreement; Amendments .............................................................. 83 Section 14.12 Governing Law ........................................................................................ 83 Section 14.13 Venue ....................................................................................................... 83 Section 14.14 Execution in Counterparts ........................................................................ 83 Section 14.15 Effect of Section Headings ...................................................................... 84 Section 14.16 Waiver; Available Remedies ................................................................... 84 Section 14.17 Relationship of the Parties ....................................................................... 84 Section 14.18 Third Party Beneficiaries ......................................................................... 84 Section 14.19 Indemnification; Damage or Destruction; Insurance; Condemnation; Limit of Liability ............................................................ 84 Section 14.20 Severability .............................................................................................. 86 Section 14.21 Confidentiality ......................................................................................... 86 Section 14.22 Mobile-Sierra ........................................................................................... 88 Section 14.23 Future Phases ........................................................................................... 88 Section 14.24 Taxpayer Identification Number (TIN) ................................................... 89 Section 14.25 Tax Treatment .......................................................................................... 89 Section 14.26 Dodd-Frank Wall-Street Reform and Consumer Protection Act ............. 90 Item 14 Page 48 of 226 TABLE OF CONTENTS (continued) v Appendices APPENDIX A-1 CONTRACT PRICE AND COST-BASED ADJUSTMENT APPENDIX A-2 FCDS/BESS ADJUSTMENT PROVISIONS APPENDIX B-1 FACILITY, PERMITS AND OPERATOR APPENDIX B-2 MAP OF THE FACILITY APPENDIX C ANNUAL CONTRACT QUANTITY AND EXPECTED RA CAPACITY APPENDIX D FORM OF ATTESTATION APPENDIX E FORM OF LETTER OF CREDIT APPENDIX F INSURANCE APPENDIX G QUALITY ASSURANCE PROGRAM APPENDIX H [RESERVED] APPENDIX I MILESTONE SCHEDULE APPENDIX J AUTHORIZED REPRESENTATIVES; BUYER AND SELLER BILLING, NOTIFICATION AND SCHEDULING CONTACT INFORMATION APPENDIX K-1 BESS PERFORMANCE GUARANTEES, ANNUAL PV SYSTEM AVAILABILITY GUARANTEE APPENDIX K-2 REMEDY CALCULATIONS FOR FAILURE OF BESS PERFORMANCE GUARANTEES AND ANNUAL PV SYSTEM AVAILABILITY GUARANTEE APPENDIX K-3 STORAGE CAPACITY TEST PROCEDURES APPENDIX K-4 FORM OF STORAGE CAPACITY TEST CERTIFICATE APPENDIX L-1 FORM OF CONSTRUCTION START DATE CERTIFICATION APPENDIX L-2 FORM OF COMMERCIAL OPERATION DATE CERTIFICATION APPENDIX M SITE CONTROL DOCUMENTS Item 14 Page 49 of 226 TABLE OF CONTENTS (continued) vi APPENDIX N SALE LEASEBACK REQUIREMENTS APPENDIX O METERING DIAGRAM APPENDIX P FORM OF CONSENT AND AGREEMENT APPENDIX Q BESS AND FACILITY OPERATING RESTRICTIONS APPENDIX R PTC OPTION AMENDMENT Schedules SCHEDULE 12.2(h) UPSTREAM EQUITY OWNERS, SELLER’S ULTIMATE PARENT AND ORGANIZATIONAL AND OWNERSHIP STRUCTURE OF SELLER AND UPSTREAM EQUITY OWNERS Item 14 Page 50 of 226 - 1 - POWER PURCHASE AGREEMENT PARTIES THIS POWER PURCHASE AGREEMENT (this “Agreement”), dated as of this 15th day of December 2022, is being entered into by and between the SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY (“Buyer”), a public entity and joint powers authority formed and organized pursuant to the California Joint Exercise of Powers Act (California Government Code Section 6500, et seq.), and Sapphire Solar, LLC, a limited liability company organized and existing under the laws of the State of Delaware (“Seller”). Each of Buyer and Seller is referred to individually in this Agreement as a “Party” and together as the “Parties.” RECITALS WHEREAS, Buyer’s members have adopted or are adopting policies that are designed to increase the amount of energy that they provide to their retail customers from eligible renewable energy resources and to comply with the California Renewable Energy Resources Act; and WHEREAS, on January 24, 2022, Buyer issued a request for proposals (“RFP”) to acquire renewable energy resources; and WHEREAS, on March 15, 2022, an initial response was submitted on behalf of Seller to Buyer’s RFP and, following negotiation, Seller has agreed to sell to Buyer, and Buyer has agreed to purchase, certain renewable energy, capacity rights, and associated environmental attributes; and WHEREAS, the Parties desire to set forth the terms and conditions pursuant to which such sales and purchases shall be made. AGREEMENT NOW, THEREFORE, in consideration of the foregoing Recitals, which are incorporated herein, the mutual covenants and agreements herein set forth, and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows: ARTICLE I DEFINITIONS AND INTERPRETATION Section 1.1 Definitions. The following terms in this Agreement and the appendices hereto shall have the following meanings when used with initial capitalized letters: “AC” means alternating current. “Acceptable Form of Performance Assurance” means, at the option of Seller, any of (a) cash to be held in escrow by Buyer, (b) cash held in an escrow account and subject to an escrow agreement in form and substance satisfactory to Buyer in its sole discretion (an “Escrow Account”), or (c) a separate letter of credit substantially in the form of Appendix E from a Qualified Issuer. Item 14 Page 51 of 226 - 2 - “Actual BESS EP&C Costs” has the meaning set forth in Section B(1)(b) of Appendix A-1. “Actual PV System EP&C Costs” has the meaning set forth in Section B(1)(a) of Appendix A-1. “Adjusted BESS Capacity Price” has the meaning set forth in Section B(2)(b)(i) of Appendix A-1, as adjusted pursuant to Section B(5)(a) of Appendix A-1. “Adjusted Contract Price” has the meaning set forth in Section B(2)(a)(i) of Appendix A-1, as adjusted pursuant to Section B(5)(a) of Appendix A-1. “ADS” has the meaning set forth in Section 9.6(b)(viii). “Affiliate” means, as to any Person, any other Person that, directly or indirectly, is in control of, is controlled by or is under common control with such Person or is a director or officer of such Person or of an Affiliate of such Person. As used in this Agreement, “control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of management, policies or activities of a Person, whether through ownership of voting securities, by contract or otherwise. “Agreement” has the meaning set forth in the preamble of this Agreement, and includes the Appendices and Schedules attached hereto. “Agreement Term” has the meaning set forth in Section 2.2(a). “Ancillary Documents” means all instruments, agreements, certificates and documents executed, delivered, or required to be executed or delivered by or on behalf of Buyer or Seller or any Affiliate of Seller pursuant to this Agreement. “Ancillary Services” has the meaning set forth in the CAISO Tariff. “Annual Contract Quantity” means, for the applicable Contract Year, the number of MWh set forth on Appendix C, which is the quantity of expected PV Delivered Energy for each Contract Year. “Annual Cycle Limit” has the meaning set forth on Appendix Q. “Annual PV System Availability” has the meaning set forth on Appendix K-1. “Annual PV System Availability Adjustment Factor” has the meaning set forth on Appendix K-2. “Annual PV System Availability Guarantee” has the meaning set forth in Section 9.6(a). “Annual PV System Availability Requirement” has the meaning set forth on Appendix K-1. Item 14 Page 52 of 226 - 3 - “Anti-Corruption Laws” means any U.S. anticorruption or antibribery law applicable to any Party, including those laws that prohibit the promise, offer, authorization, receipt, or provision of anything of value to any person, including employees, officials, or agents of any Governmental Authority or government-owned or controlled entity; employees, members, or officials of a political party or public international organization; or, anyone else that may be considered a government official under applicable law, for an illegal, improper, or corrupt purpose, such as to influence the official act (or lack of action) of the recipient of things of value in order to gain an advantage, obtain or retain business, or direct business to any person. “Anti-Terrorism Laws” means any U.S. laws relating to terrorism or money laundering, including Executive Order No. 13224 (effective September 24, 2001), the USA PATRIOT Act, the laws comprising or implementing the Bank Secrecy Act. “ASME” means American Society of Mechanical Engineers. “Assumed Daily Deliveries” has the meaning set forth in Section 13.4(c). “ASTM” means American Society for Testing and Materials. “Authorized Auditors” means representatives of Buyer or Buyer’s Authorized Representative who are authorized to conduct audits on behalf such Buyer. “Authorized Representative” means, with respect to each Party, the Person designated as such Party’s authorized representative pursuant to Section 14.1. “Availability Standards” means the program set forth in Section 40.9 of the CAISO Tariff, as it may be amended, supplemented or replaced (in whole or in part) from time to time, setting forth certain standards regarding the desired level of availability for Resource Adequacy (as defined in the CAISO Tariff) resources and possible charges and incentive payments for performance thereunder. “Available Hours” has the meaning set forth on Appendix K-1. “Award Notice” has the meaning set forth in Section A(1) of Appendix A-2. “AWS” means American Welding Society. “Bankruptcy” means any case, action or proceeding under any bankruptcy, reorganization, debt arrangement, insolvency or receivership law or any dissolution or liquidation proceeding commenced by or against a Person and, if such case, action or proceeding is not commenced by such Person, such case, action or proceeding shall be consented to or acquiesced in by such Person or shall result in an order for relief or shall remain undismissed for ninety (90) days. “Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy”, as now and hereafter in effect. Item 14 Page 53 of 226 - 4 - “Base Contract Price” means Thirty-Three Dollars ($33.00) per MWh, as adjusted pursuant to the first sentence of Section 6.1(b)(iii). “BESS” means the lithium-ion battery energy storage system to potentially be included in the Facility (at a capacity to be determined in accordance with Appendix A-2), consisting of battery storage modules and racks, power conversion and transformation equipment, battery management systems, equipment for communication, thermal regulation, environmental conditioning and safety, control systems and related software, enclosures, and such other incidental or ancillary equipment or components as may be necessary or appropriate, in each case, charged by PV System Energy or Grid-Charging Energy, as outlined in Appendix K-1 and Section 4.3(b). “BESS Augmentation” has the meaning set forth in Section 3.10. “BESS Base Capacity Price” means Ten Dollars and Ninety Cents ($10.90) per kW- month, as adjusted pursuant to Section D(1)(a) of Appendix A-2. “BESS Build Option” has the meaning set forth in Section D(1) of Appendix A-2. “BESS Capacity Cure Period” has the meaning set forth in Section 3.11(b). “BESS Capacity Damages” has the meaning set forth in Section 3.11(b). “BESS Capacity Payment” means commencing on the first full month after the Commercial Operation Date and each full month during the Delivery Term thereafter, the product of the BESS Capacity Price or Modified BESS Capacity Price, as applicable, multiplied by the BESS Contract Capacity (measured in kW). “BESS Capacity Price” means the BESS Base Capacity Price, as adjusted pursuant to Section 6.1(b)(ii) and Section B of Appendix A-1. “BESS Capacity Price Ceiling” means Eleven Dollars and Seventy Cents ($11.70) per kW-month, as adjusted pursuant to Section D(1)(a) of Appendix A-2. “BESS Capacity Price Floor” means Seven Dollars and Seventy Cents ($7.70) per kW- month, as adjusted pursuant to Section D(1)(a) of Appendix A-2. “BESS Communication Protocol” has the meaning set forth in Section 7.3(e). “BESS Contract Capacity” means the net nameplate capacity of the BESS equal to fifty- nine (59) MW AC as of the Effective Date and reduced during the Delivery Term as set forth in Appendix B-1, or such other applicable amounts determined in accordance with Appendix A-2. “BESS Energy Meter” means the CAISO-approved and CAISO-polled Electric Metering Device at the BESS dedicated solely to the BESS, depicted on Appendix O. “BESS EP&C Budget” has the meaning set forth in Section B(1)(b) of Appendix 1-A. Item 14 Page 54 of 226 - 5 - “BESS Excused Conditions” means (a) any period during which Seller is unable to charge or discharge the BESS as a result of an event of Force Majeure, System Emergency or a Curtailment Period and (b) any period during which Seller is unable to deliver energy to the Point of Delivery to the extent caused by (i) the Operating Restrictions in Appendix Q, or (ii) a Storage Capacity Test (as described in Appendix K-1 and Appendix K-3) and (c) any Permitted Scheduled Outage Period. “BESS Instructions” means the instructions, and any subsequent updates, in either case directed by Buyer or the CAISO via the BMS or another method of communication, to charge or discharge the BESS, in each case in a manner consistent with the BESS Communication Protocol, Operating Restrictions, and the terms and conditions of this Agreement. “BESS Metered Input” means all Energy delivered to the BESS, as measured in MWh by the BESS Energy Meter in compliance with CAISO metering rules. “BESS Metered Output” means all Energy delivered to the Point of Delivery from the BESS (net of all auxiliary loads, station electrical uses and electrical losses from the BESS to the Point of Delivery), as measured in MWh by the BESS Energy Meter in compliance with CAISO metering rules. “BESS Performance Guarantees” means, collectively, the Dischargeable Energy Performance Guarantee, the Round Trip Efficiency Performance Guarantee, the Peak Season BESS Availability Guarantee and the Off-Peak Season BESS Availability Guarantee. “BESS Shortfall Adjustments” has the meaning set forth in Section 3.11(b). “BMS” means the battery control and management system for the BESS. “Brown Act” has the meaning set forth in Section 14.21(e). “Business Day” means any day that is not a Saturday, a Sunday, or a day on which commercial banks are authorized or required to be closed in Los Angeles, California or New York, New York. “Buyer” has the meaning set forth in the preamble of this Agreement. “CAISO” means the California Independent System Operator. “CAISO Deliverability Procedures” has the meaning set forth in Section A(1) of Appendix A-2. “CAISO Tariff” means the CAISO FERC Electric Tariff, Fifth Replacement Volume, including the rules, protocols, procedures and standards attached thereto and any replacement thereof or successor thereto in effect. “Cal-OSHA” means the California Occupational Safety & Health Administration. Item 14 Page 55 of 226 - 6 - “CAMD” means the Clean Air Markets Division of the EPA and any other state, regional or federal or intergovernmental entity or Person that is given authorization or jurisdiction or both over a program involving the registration, validation, certification or transferability of Environmental Attributes. “Capacity Rights” means the rights, whether in existence as of the Effective Date or arising thereafter during the Agreement Term, to capacity, Resource Adequacy Attributes, Local Capacity Requirement Attributes, associated attributes or reserves, or any of the foregoing as may in the future be defined by the CAISO, or any other balancing authority, reliability entity or Governmental Authority associated with the electric generating capability of the Facility, including the right to resell such rights. “CEC” means California’s State Energy Resources Conservation and Development Commission, also known as the California Energy Commission. “CEC Certified” means that the CEC has certified (or, with respect to periods before the date that is one hundred eighty (180) days following the Commercial Operation Date, that the CEC has pre-certified) that the PV System is an eligible renewable energy resource in accordance with RPS Law. “CEC Compliant” means, when used with respect to the PV System or any other facility at any time, that the PV System or such other facility is CEC Certified and in compliance with the CEC Performance Standard and any other applicable CEC requirements to which it is subject. “CEC Performance Standard” means, at any time, the applicable greenhouse gas emissions performance standard in effect at such time for baseload electric generation facilities and storage facilities that are owned or operated (or both) by local publicly owned electric utilities, or for which a local publicly owned electric utility has entered into a contractual agreement for the purchase of power and services from such facilities, as established by the CEC or other Governmental Authority having jurisdiction over Buyer. “CEC RPS Guidebook” means the guidebook that describes the eligibility requirements and processes for certifying renewable resources as eligible for California’s RPS and describes how the CEC tracks and verifies compliances with the RPS. “CEQA” means the California Environmental Quality Act, California Public Resources Code §§ 21000, et seq. “CEQA Determinations” means that: (a) The lead agency conducting the review of the Facility as required under CEQA shall have (i) determined that the Facility is exempt from CEQA or has reviewed and approved the CEQA Documents and issued a negative declaration or mitigated negative declaration, and (ii) filed a notice of exemption or notice of determination (as applicable) in compliance with CA Public Resources Code §21152 CEQA; and (b) The applicable period for any legal challenges to any action by either the lead agency or any responsible agency under CEQA shall have expired without any such challenge Item 14 Page 56 of 226 - 7 - having been filed or, in the event of any such challenge, the challenge shall have been determined adversely to the challenger by final judgment or settlement. “CEQA Documents” means an initial study or environmental impact report or equivalent document prepared by or relied upon by the lead agency in a CEQA Determination for the Facility. “CFTC” has the meaning set forth in Section 14.26. “Change in Control” means the occurrence, whether voluntary or by operation of law and whether in a single transaction or in a series of related transactions at any time during the Agreement Term of any one or more of the following events: (i) a merger or consolidation of Seller, or any upstream equity owner of Seller at any level at or below the entity set forth in Section 1 of Schedule 12.2(h) (any such upstream entity, an Upstream Equity Owner (defined herein) or Seller’s Ultimate Parent), with or into any other Person or any other reorganization in which the members of Seller or any such Upstream Equity Owner or Seller’s Ultimate Parent immediately prior to such consolidation, merger, or reorganization, own less than fifty percent (50%) of the equity ownership of the surviving entity or cease to have the power to manage day-to-day operations and influence the management and policies of the surviving entity immediately after such consolidation, merger, or reorganization; (ii) any transaction or series of related transactions in which in excess of fifty percent (50%) of the equity ownership of Seller or any Upstream Equity Owner or the power to manage day-to-day operations and influence the management and policies of Seller or any Upstream Equity Owner is transferred to another Person; (iii) a sale, lease, or other disposition of all or substantially all of the assets of any Upstream Equity Owner or Seller’s Ultimate Parent; (iv) the dissolution or liquidation of any Upstream Equity Owner or Seller’s Ultimate Parent; or (v) any transaction or series of related transactions that has the substantial effect of any one or more of the foregoing; provided, however, that a Change in Control shall not include (1) any transaction or series of transactions in which the membership interests in Seller or an Upstream Equity Owner are issued or transferred to another Person solely as part of a Tax Equity Financing, and (ii) a transfer of the rights, interests and title to the equity ownership in Seller from EDF Renewables Development, Inc. to EDF Renewable Asset Holdings, Inc. or another subsidiary of Seller’s Ultimate Parent, on the condition that EDF Renewable Asset Holdings, Inc. or such other subsidiary of the Seller’s Ultimate Parent, as applicable, is at the time of the transfer and immediately thereafter a wholly-owned subsidiary of Seller’s Ultimate Parent; provided that, for the avoidance of doubt, any future transfer by the Seller’s Ultimate Parent or its interest in EDF Renewable Asset Holdings, Inc, or such other subsidiary to whom the equity interests of Seller were transferred, shall be governed by the Item 14 Page 57 of 226 - 8 - terms and conditions of Section 14.7(f). Seller shall provide written notice to Buyer prior to the occurrence of any Change in Control in accordance with Section 14.7. “Change in Law” means a change to any federal, state, local or other law (including any environmental law, EPS Law or RPS Law), resolution, standard, code, rule, ordinance, directive, regulation, order, judgment, decree, ruling, determination, permitting conditions, certification conditions, authorization, or approval of a Governmental Authority or WREGIS, including the adoption of any new law, resolution, standard, code, rule, ordinance, directive, regulation, order, judgment, decree, ruling, determination, permit, certificate, authorization, or approval or the issuance of any replacement or substitute law, resolution, standard, code, rule, ordinance, directive, regulation, order, judgment, decree, ruling, determination, permit, certificate, authorization, or approval, including for avoidance of doubt any change in the CAISO Tariff and the CEC RPS Guidebook, in any case, which occurs after the Effective Date and is binding on a Party, the Parties, or the Facility or any of the products sold therefrom. “Charging Energy” means all Energy delivered into the BESS (as measured at the BESS Energy Meter), after subtracting auxiliary load and station electrical use. “Code” means the United States Internal Revenue Code of 1986, as amended. “Commercial Operation” means, with respect to the Facility, that (a) Seller has demonstrated and the Independent Engineer has confirmed in writing, that the conditions set forth in the Independent Engineer certificate and the Installed Capacity certificate attached to Appendix L-2 have been met with respect to the PV System, the BESS, and the Facility as a whole, and (b) Seller has demonstrated to the reasonable satisfaction of Buyer, that any Appendix L-2 conditions not certified by the Independent Engineer have been met with respect to the PV System, the BESS and the Facility, and in the case of both (a) and (b), the certificates associated therewith have been (i) accepted by Buyer and Buyer has provided notice of such acceptance to Seller confirming the Commercial Operation Date, or (ii) deemed accepted by Buyer in accordance with Section 3.4. “Commercial Operation Date” means the date on which Commercial Operation of the Facility occurs, as determined pursuant to Section 3.4. “Commercial Operation Date Deadline” means December 31, 2027, which date may not be extended for any reason. “Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended, supplemented or otherwise modified from time to time, and any successor statute. “Compensable Curtailment” means any curtailment of (i) PV Delivered Energy, (ii) PV System Energy or (iii) BESS Metered Output that results in curtailment of PV System Energy due to (a) Buyer’s failure to schedule PV System Energy available for scheduling hereunder, except during any Curtailment Period and unless excused by Seller’s failure to perform or Seller’s Default, (b) the manner in which Buyer or the Scheduling Coordinator causes the Delivered Energy, BESS Metered Output or PV System Energy to be (or not to be) bid, offered or Scheduled into CAISO, including as a result of Buyer or the Scheduling Coordinator Scheduling BESS Metered Output in a manner that gives rise to a curtailment of PV System Energy or PV Delivered Item 14 Page 58 of 226 - 9 - Energy, or (c) a request by Buyer to curtail PV Delivered Energy for any economic, preferential or discretionary reasons, which in any of the foregoing cases (a) – (c) shall be paid by Buyer at the applicable Contract Price. “Compliance Expenditure Cap” means Fifty Thousand Dollars ($50,000) per MW AC of PV Contract Capacity in the aggregate throughout the Delivery Term, as may be adjusted in accordance with Section 7.7(f). “Compliant” has the meaning set forth in Section 7.7(a). “Confidential Information” has the meaning set forth in Section 14.21(a). “Consent and Agreement” has the meaning set forth in Section 13.3. “Construction Start Date” means the date on which Seller delivers to Buyer a written certification substantially in the form attached hereto as Appendix L-1. “Construction Start Milestone” means the date that is nine (9) months prior to the Guaranteed Commercial Operation Date, as may be extended pursuant to Section 3.5(b)(i). “Contract Price” means the Base Contract Price, as adjusted by Section 6.1(b)(i), the last sentence of Section 6.1(b)(iii), and Section B of Appendix A-1. “Contract Price Ceiling” means Thirty-Five Dollars and Thirty-Six Cents ($35.36) per MWh, as adjusted pursuant to the first sentence of Section 6.1(b)(iii). “Contract Price Floor” means Twenty-Eight Dollars ($28.00) per MWh, as adjusted pursuant to the first sentence of Section 6.1(b)(iii). “Contract Year” means each of the following consecutive periods: (i) the Initial Stub Year plus the first full calendar year following the Commercial Operation Date; (ii) each of the following seventeen (17) full calendar years (each of which shall be a Contract Year); and (iii) the nineteenth full calendar year following the Commercial Operation Date plus the Final Stub Year. “Costs” has the meaning set forth in Section 13.4(f)(iii). “CPRA” has the meaning set forth in Section 14.21(e). “Curtailment Period” means a period of time during the Delivery Term during which the generation of Delivered Energy is required to be curtailed or reduced (in whole or part) as a result of an order, direction, alert, request, notice, instruction or directive from a Transmission Provider, the CAISO, WECC, NERC, or any other reliability entity due to (a) a System Emergency, (b) system improvements, curtailments, or scheduled and unscheduled repairs or maintenance at or downstream from the Point of Delivery, (c) an event of Force Majeure at or downstream from the Point of Delivery, (d) any reason adversely affecting the normal function and operation of the CAISO grid or a Transmission Provider’s system, as may from time to time be identified by the CAISO, the Transmission Provider, WECC, NERC, or any other reliability entity; provided, that the term “Curtailment Period” shall not include any Compensable Curtailments or any periods of Item 14 Page 59 of 226 - 10 - time during which Delivered Energy or PV System Energy is reduced due to any Compensable Curtailment. “Cycle” has the meaning set forth on Appendix K-1. “Daily Delay Damages” means the liquidated damages specified in Section 3.5(b). “Day” means each day commencing at 12:01 a.m. Pacific Prevailing Time on such day and ending at 12:00 p.m. Pacific Prevailing Time on such day. “Day-Ahead Market” has the meaning set forth in the CAISO Tariff. “Deemed Generated Energy” has the meaning set forth in Section 7.4(c). “Default” has the meaning set forth in Section 13.1. “Defaulting Party” has the meaning set forth in Section 13.1. “Delivered Energy” means, for any period, PV Delivered Energy and BESS Metered Output. “Delivery Term” has the meaning set forth in Section 2.2(b). “Delivery Term Security” has the meaning set forth in Section 5.7(b). “Dischargeable Energy” has the meaning set forth on Appendix K-1. “Dischargeable Energy Adjustment Factor” has the meaning set forth on Appendix K-2. “Dischargeable Energy Performance Guarantee” has the meaning given in Section 9.6(a). “Dispute” has the meaning set forth in Section 14.3(a). “Dispute Notice” has the meaning set forth in Section 14.3(a). “DNP3” has the meaning set forth in Section 11.7(a). “Domestic Content Adder True Up” has the meaning set forth in Section 6.1(b)(iv). “Downgrade Event” means, with respect to the Person providing Project Development Security or Delivery Term Security hereunder, any event that results in (a) the failure of such Person to maintain the credit rating or organizational status of a Qualified Issuer, as applicable, (b) the commencement by such Person of involuntary or voluntary bankruptcy, insolvency, reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar proceeding (whether under any present or future statute, law or regulation) or (c) Buyer or any Participating Member terminating any relationship with such Person pursuant to directives from any Governmental Authorities applicable to Buyer or such Participating Member. Item 14 Page 60 of 226 - 11 - “Early Termination Date” has the meaning set forth in Section 13.4(a). “Economic Sanctions Laws” means all laws administered by OFAC or any other Governmental Authority of the United States of America imposing economic sanctions and trade embargoes against Embargoed Targets. “EEI” mean Edison Electric Institute. “Effective Date” means the first date that both Seller and Buyer have executed this Agreement. “Electric Metering Devices” means all meters, metering equipment, and data processing equipment conforming to the requirements set forth in Section 11.7 and used to measure, record, or transmit data relating to the Energy output from the Facility, including the quantities of PV Delivered Energy, BESS Metered Input and BESS Metered Output, which shall all comply with the CEC RPS Guidebook. “Eligible Intermittent Resources Protocol” or “EIRP” means the Eligible Intermittent Resource Protocol, as may be amended from time to time, as set forth in the CAISO Tariff. “Embargoed Targets” means countries or Persons designated by Economic Sanctions Laws on which economic sanctions or trade embargoes have been imposed and that prohibit dealings with such countries or Persons. “Energy” means electrical energy. “Energy In” has the meaning set forth on Appendix K-3. “Energy Out” has the meaning set forth on Appendix K-3. “Environmental Attribute Reporting Rights” means all rights to report ownership of the Environmental Attributes to any Person, including under Section 1605(b) of the Energy Policy Act of 1992, as amended from time to time or any successor statute, or any other current or future international, federal, state or local law, regulation or bill, or otherwise. “Environmental Attributes” means RECs, and any and all other current or future credits, benefits, emissions reductions, offsets or allowances, howsoever entitled, named, registered, created, measured, allocated or validated (A) that are at any time recognized or deemed of value (or both) by Buyer, applicable law, or any voluntary or mandatory program of any other Governmental Authority or other Person and (B) that are attributable to (i) generation of PV System Energy during the Delivery Term or Replacement Energy required to be delivered by Seller to Buyer during the Delivery Term, (ii) storage of Energy or other services in connection with the BESS and (iii) the emissions or other environmental characteristics of PV System Energy or Replacement Energy or its displacement of conventional or other types of Energy generation. Environmental Attributes include any of the aforementioned arising out of legislation or regulation concerned with oxides of nitrogen, sulfur, carbon, or any other greenhouse gas or chemical compound, particulate matter, soot, or mercury, or implementing the United Nations Framework Convention on Climate Change (the “UNFCCC”), the Kyoto Protocol to the UNFCCC, Item 14 Page 61 of 226 - 12 - California’s greenhouse gas legislation (including RPS Law and California Assembly Bill 32 (Global Warming Solutions Act of 2006) and any regulations implemented pursuant to that act, including any compliance instruments accepted under the California Cap on Greenhouse Gas Emissions and Market-Based Compliance Mechanisms regulations of the California Air Resources Board or any successor regulations thereto) or any similar international, federal, state or local program or crediting “early action” with a view thereto, laws or regulations involving or administered by the CAMD and all Environmental Attribute Reporting Rights, including all evidences (if any) thereof such as renewable energy certificates of any kind. Environmental Attributes for purposes of this definition are separate from the PV System Energy and do not include (a) any federal, state or local investment tax credits (including ITCs), any federal, state or local production tax credits (including PTCs) or other tax credits providing a tax benefit to Seller or any other Person based on an ownership or security interest in the Facility or PV System Energy, (b) any depreciation deductions or similar benefits, and any other tax benefits arising from ownership or operation of the Facility and (c) cash grants or other financial incentives from any federal, state or local government available to Seller with respect to the Facility (including cash payments or grants of money in lieu of tax credits). “EP&C Cost Certificate” has the meaning set forth in Section B(2)(a) of Appendix 1-A. “EPA” means the United States Environmental Protection Agency. “EPC Contractor” means one or more engineering, procurement, and construction contractors, or if not utilizing an engineering, procurement and construction contractor, one or more entities having lead responsibility for the management of overall construction activities, selected by Seller, with substantial experience in the engineering, procurement, and construction of power plants of the same type as the PV System and battery energy storage facilities of the same type as the BESS. “EPS Compliance” or “EPS Compliant” when used with respect to the Facility or any other facility providing Replacement Energy at any time, means that the Facility or facility, as applicable, satisfies both the PUC Performance Standard and the CEC Performance Standard in effect at the time for baseload electric generation facilities and storage facilities; provided, if it is impossible for the Facility or facility, as applicable, to satisfy both the PUC Performance Standard and the CEC Performance Standard in effect at any time, the Facility or facility, as applicable, shall be deemed EPS Compliant if it satisfies the CEC Performance Standard in effect at the time and those portions of the PUC Performance Standard in effect at the time that it is possible for the Facility or facility, as applicable, to satisfy while at the same time satisfying the CEC Performance Standard in effect at the time. “EPS Law” means Sections 8340 and 8341 of the California Public Utilities Code or its successor or comparable state or federal programs. “Escrow Account” has the meaning set forth in the definition of “Acceptable Form of Performance Assurance”. “Estimated BESS EP&C Costs” has the meaning set forth in Section B(1)(b) of Appendix 1-A. Item 14 Page 62 of 226 - 13 - “Estimated PV System EP&C Costs” has the meaning set forth in Section B(1)(a) of Appendix 1-A. “Excess Compliance Cost” has the meaning set forth in Section 7.7(b). “Excess Energy” means, in any Contract Year, PV Delivered Energy in excess of one hundred and fifteen percent (115%) of the Annual Contract Quantity for such Contract Year, which deliveries shall be verified in invoices provided by Seller as set forth in Section 11.3(a). “Excess Expenditure Notice” has the meaning set forth in Section 7.7(b). “Excused Conditions” means: (a) any period during which Seller is unable to generate or deliver energy to the Point of Delivery to the extent caused by (i) an event of Force Majeure, (ii) a Compensable Curtailment, or (iii) System Emergency, (b) any Curtailment Period, or (c) any Permitted Scheduled Outage Period. “Expected RA Capacity” means, for each Contract Year and each month during the applicable Contract Year, the expected RA Capacity allocated to Buyer, as set forth in Appendix C for such Contract Year. “Facility” means the co-located PV System and BESS to be located on the Site, including the structures, facilities, equipment, fixtures, appurtenances, improvements and associated real and personal property, physical and intangible property, and other rights and interests as further described in Appendix B-1 and depicted on Appendix B-2, including all property interests and related transmission and other facilities. “Facility Cost” means as of the applicable measurement date, the aggregate amount of all costs and expenses incurred by Seller for the development, design, engineering, equipping, procuring, constructing, installing, starting up and testing of the Facility, including (a) the cost of all labor, services, materials, supplies, equipment, tools, transportation, supervision, storage, training, demolition, site preparation, civil works, and remediation in connection therewith, (b) the cost of acquiring the leasehold interest and any other property, easement or other interest in the Site, (c) the cost of acquiring the Permits for the Facility and (d) the cost of establishing a spare parts inventory for the Facility, if any, net of any revenue from Startup and Test Energy. “Facility Debt” means any senior or subordinated construction, interim or long-term debt financing (not including any back leverage debt for which Seller has no liability) or refinancing for or in connection with the development, construction, purchase, ownership, installation or operation of the Facility, including (a) any financing or refinancing provided to Seller or any Upstream Equity Owner with respect to the Facility (including as part of a portfolio with other energy generation projects but not including any back leverage debt for which Seller has no liability) and (b) any interest rate protection agreements hedging any of the foregoing debt obligations. “Facility Lender” means (a) any financing party providing any Facility Debt (or any refinancing thereof) or any trustee or agent acting on behalf of any such financing party or parties and (b) any Tax Equity Investor providing any equity financing or refinancing for or in connection with the development, construction, purchase, ownership, installation or operation of the Facility, Item 14 Page 63 of 226 - 14 - including in connection with any Tax Equity Financing or Sale Leaseback Financing or refinancing, and (c) any Person engaged by Seller to provide a financial or interest rate hedge associated with the Facility or any Facility Debt. “Fair and Reasonable” has the meaning set forth in the definition of “Special Purpose Entity”. “FERC” means the Federal Energy Regulatory Commission. “Final Stub Year” means the period beginning on the first day of January following the nineteenth (19th) full calendar year following the Commercial Operation Date and ending at 24:00 hours on the date that, together with the number of days in the Initial Stub Year, would be equal to three hundred sixty-five (365) days. “Force Majeure” has the meaning set forth in Section 14.6(b). “Force Majeure Notice” has the meaning set forth in Section 14.6(a). “Forced Outage” means the removal of service availability of the Facility, or any portion of the Facility, for reasons or conditions in which the Facility, or any portion thereof, is unavailable due to unanticipated failure, including as a result of Force Majeure. “Full Capacity Deliverability Status” or “FCDS” has the meaning set forth in the CAISO Tariff. “Gains” has the meaning set forth in Section 13.4(f)(i). “Generator Interconnection Agreement” means the agreement and associated documents (or any successor agreement and associated documentation approved by FERC) by and among Seller, Southern California Edison Company, and the CAISO governing the terms and conditions of Seller’s interconnection with the CAISO grid, including any description of the plan for interconnecting to the CAISO grid. “Governmental Authority” means any federal, state, regional, city or local government, any intergovernmental association or political subdivision thereof, or other governmental, regulatory or administrative agency, court, commission, administration, department, board, or other governmental subdivision, legislature, rulemaking board, tribunal, or other governmental authority with jurisdiction over the Parties, the Facility, or this Agreement, or any Person acting as a delegate or agent of any Governmental Authority; provided that “Governmental Authority” specifically excludes Buyer and the Participating Members. “Green Value” consists of the market value of (a) avoided greenhouse gas emissions and/or credits associated with RPS Compliant energy, and (b) all other Environmental Attributes and avoided emissions related attributes and benefits that would otherwise have been realized had Seller generated the PV Delivered Energy for the applicable Contract Year, and shall be calculated as an amount equal to the time weighted average of the prices of greenhouse gas emissions reduction and other Environmental Attributes (as published in commercial indices related to California energy markets) that would have been realized for each MWh of the Shortfall Energy; Item 14 Page 64 of 226 - 15 - provided, that if for any Contract Year there does not exist a liquid trading market that is mutually agreeable to the Parties to determine such Green Value, the Green Value will be equal to the replacement cost for the attributes described in clauses (a) and (b) above, expressed in $/MWh, as of the final day of the Contract Year representing the average for such Contract Year in which the applicable Shortfall Energy accrues. “Grid-Charging Actual Percentage” means, at any given time during any Grid-Charging Measuring Period, the quotient (expressed as a percentage) of (x) the total cumulative amount of Grid-Charging Energy during such Grid-Charging Measuring Period as of such point in time divided by (y) the total cumulative amount of Charging Energy during such Grid-Charging Measuring Period as of such point in time. “Grid-Charging Energy” means all Charging Energy used to charge the BESS other than PV System Energy. “Grid-Charging Limit” means a Grid-Charging Actual Percentage of twenty-five percent (25%), provided, however, that in the event of a Change in Law related to the Property Tax Exclusion that expressly permits Grid-Charging Energy in excess of twenty-five percent (25%) without affecting the value of Seller’s Property Tax Exclusion, Buyer shall have the right to charge the BESS up to the limit permitted under such Change in Law. “Grid-Charging Measuring Period(s)” means the first Tax Year after Commercial Operation of the BESS is achieved and subsequent Tax Year throughout the Delivery Term. “Guaranteed Commercial Operation Date” means December 31, 2026, as may be extended pursuant to Section 3.5(b)(i). “Guaranteed Delivered Energy” means, with respect to each Contract Year, eighty percent (80%) of the Annual Contract Quantity for such Contract Year as specified on Appendix C. “Guaranteed Dischargeable Energy” has the meaning set forth on Appendix K-1. “ICCP” has the meaning set forth in Section 11.7(a). “IEEE” means the Institute of Electrical and Electronics Engineers. “Indemnitees” has the meaning set forth in Section 14.19(a). “Independent Engineer” means (a) DNV GL, AWS Trupower, UL, and Intertek, or (b) if none of the firms identified in clause (a) are selected by Seller, then a Person mutually acceptable to both Parties. “Inflation Reduction Act” means U.S. federal public law 117-169 and all regulations and guidance promulgated thereunder. “Initial Stub Year” means the period beginning on the Commercial Operation Date and ending at 24:00 hours on December 31 in the year during which the Commercial Operation Date occurs. Item 14 Page 65 of 226 - 16 - “Installed Capacity” has the meaning set forth on Appendix 2 to Appendix L-2. “Installed PV Capacity” has the meaning set forth on Appendix 2 to Appendix L-2. “Installed Storage Capacity” has the meaning set forth on Appendix 2 to Appendix L-2. “Insurance” means the policies of insurance as set forth on Appendix F. “Interconnection Delay” means the Participating TO’s Interconnection Facilities, Distribution Upgrades, and Network Upgrades (each, as defined in the Generator Interconnection Agreement) are not complete by October 31, 2026, for reasons not caused by Seller or any Affiliate of Seller. “Interest Rate” has the meaning set forth in Section 11.4. “IRS” means the Internal Revenue Service. “ISA” means the Instrument Society of America. “ITC” means the federal investment tax credit under Section 48 of the Code or Section 48E of the Code, as applicable. “ITC Domestic Content Adder” has the meaning set forth in Section 6.1(b). “Key Milestone” means a Milestone for which liquidated damages are provided in Appendix I. “kW” means kilowatt in AC. “kWh” means kilowatt-hours. “Legal Opinion” means an executed original of a written legal opinion of Seller’s legal counsel, Orrick, Herrington & Sutcliffe LLP, dated as of the Effective Date, addressed to Buyer and in form and substance reasonably acceptable to Buyer, concerning, among others, the legal enforceability and due authorization of this Agreement. “Lessor” means any lessor of real property for the Facility pursuant to a Site Control Document. “Licensed Professional Engineer” means an independent, professional engineer reasonably acceptable to Buyer, licensed in the State of California, and otherwise qualified to perform the work required hereunder. “Lien” means any mortgage, deed of trust, lien, security interest, retention of title or lease for security purposes, pledge, charge, encumbrance, equity, attachment, claim, easement, right of way, covenant, condition or restriction, leasehold interest, purchase right or other right of any kind, including any option, of any other Person in or with respect to any real or personal property. Item 14 Page 66 of 226 - 17 - “Local Capacity Requirement Attributes” means the benefits or attributes now or existing in the future based on the procurement obligations of Buyer with respect to local resource capacity requirements as prescribed by the PUC, the CAISO or other regional entity, and that are associated with the electric generating capability of the Facility. “Locational Marginal Price” or “LMP” has the meaning set forth on Appendix C of the CAISO Tariff. “Losses” has the meaning set forth in Section 13.4(f)(ii). “Major Maintenance Blockout” has the meaning set forth in Section 4.4(b). “Market Price Index” means the weighted average of the Integrated Forward Market hourly price for all the Reference Hours in the Contract Year, as published by the CAISO, for the SP-15 Existing Zone Generation Trading Hub (as defined in the CAISO Tariff) weighted by hourly and monthly volumes in the forecast most recently delivered by Seller pursuant to Section 7.3(c); provided, that in the event there are no longer market prices for SP-15 Existing Zone Generation Trading Hub, the Parties will mutually agree to a replacement market price index that most closely reflects the geographic location of the SP-15 Existing Zone Generation Trading Hub at the Effective Date; and, provided, further, that if a market price index for solar energy that would more accurately track the price of the PV Delivered Energy is created, the Parties may mutually agree to adapt such index price as the “Market Price Index” at such time. “Maximum Delivery Rate” means the maximum hourly rate of delivery of PV Delivered Energy in MWh, which shall be one hundred seventeen (117) MWh. “MESA” means the Modular Energy Storage Architecture Standards Alliance. “Milestone” has the meaning set forth in Section 3.5(a)(i). “Milestone Date” has the meaning set forth in Section 3.5(a)(i). “Minimum BESS Size” has the meaning set forth in Section D(1) of Appendix A-2. “Minimum Dischargeable Energy Performance Guarantee” has the meaning set forth on Appendix K-1. “Minimum Round Trip Efficiency Performance Guarantee” has the meaning set forth on Appendix K-1. “Modified BESS Capacity Price” has the meaning set forth in Section 9.6(b). “Month” means a calendar month commencing at 12:01 a.m. Pacific Prevailing Time on the first day of such month and ending at 12:00 p.m. Pacific Prevailing Time on the last day of such month. “Moody’s” means Moody’s Investor Services, Inc. Item 14 Page 67 of 226 - 18 - “MW” means megawatt in AC. “MWh” means megawatt-hours. “NERC” means the North American Electric Reliability Corporation. “New Resource Implementation Process” or “NRIP” means the process and requirements for new resource implementation, as amended from time to time, as set forth in the CAISO Tariff. “Non-Compensable Curtailment” has the meaning set forth in Section 7.4(a). “Non-Defaulting Party” has the meaning set forth in Section 13.4(a). “Notification Deadline” has the meaning set forth in Section 10.3(a). “Notifying Party” has the meaning set forth in Section 14.3(a). “NTP BESS EP&C Costs” has the meaning set forth in Section B(2)(b) of Appendix A- 1. “NTP PV System EP&C Costs” has the meaning set forth in Section B(2)(a) of Appendix A-1. “O&M Agreement” means the agreement for the provision of operation and maintenance services for the Facility entered into or to be entered into by and between Seller and a Qualified Operator. “OFAC” means the U.S. Department of Treasury’s Office of Foreign Assets Control. “Off-Peak Season” means each period during the Delivery Term including solely the consecutive calendar months of November through April. “Off-Peak Season BESS Availability” has the meaning set forth on Appendix K-1. “Off-Peak Season BESS Availability Adjustment Factor” has the meaning set forth on Appendix K-2. “Off-Peak Season BESS Availability Guarantee” has the meaning set forth in Section 9.6(a). “Operating Restrictions” means the restrictions set forth on Appendix Q. “OSHA” means the Occupational Safety and Health Administration of the United States Department of Labor. “Outside BESS Date” has the meaning set forth in Section A(2) of Appendix A-2. “Pacific Prevailing Time” means the local time in the State of California. Item 14 Page 68 of 226 - 19 - “Partial Capacity Deliverability Status” or “PCDS” has the meaning set forth in the CAISO Tariff. “Participating Members” means the City of Vernon, the City of Pasadena and the City of Anaheim. “Party” or “Parties” has the meaning set forth in the preamble of this Agreement. “Peak Season” means each period during a Contract Year including solely the calendar months of May through October in any Contract Year, including in the Initial Stub Year or Final Stub Year, to the extent a full Peak Season occurs during a stub year. “Peak Season BESS Availability” has the meaning set forth on Appendix K-1. “Peak Season BESS Availability Adjustment Factor” has the meaning set forth on Appendix K-2. “Peak Season BESS Availability Guarantee” has the meaning set forth in Section 9.6(a). “Performance Security” means the Project Development Security and/or Delivery Term Security for the Facility, together or individually, as applicable. “Period Hours” has the meaning set forth on Appendix K-1. “Permits” means all permits, licenses, franchises, certificates, concessions, consents, authorizations, certifications, self-certifications, approvals, registrations, orders, filings, entitlements and similar requirements of whatever kind and however described that are required to be filed with, submitted to or obtained from any Governmental Authority by any Person with respect to the development, siting, design, acquisition, construction, equipping, financing, ownership, possession, shakedown, start-up, testing, operation or maintenance of the Facility, the production, sale and delivery of Products from the Facility, including Energy, Capacity Rights and Environmental Attributes, or any other transactions or matter contemplated by this Agreement (including those pertaining to electrical, building, zoning, environmental and occupational safety and health requirements), including the CEQA Determination and the Permits described in Appendix B-1. “Permitted Encumbrances” means (a) the Lien in favor of the Facility Lender, (b) any Lien approved by Buyer in a writing separate from this Agreement that expressly identifies the Lien as a Permitted Encumbrance, (c) Liens for Taxes not yet due or for Taxes being contested in good faith by appropriate proceedings, so long as such proceedings do not involve a material risk of the sale, forfeiture, loss or restriction on the use of the Facility or any part thereof, provided that such proceedings end by the expiration of the Agreement Term, (d) suppliers’, vendors’, mechanics’, workman’s, repairman’s, employees’ or other like Liens arising in the ordinary course of business for work or service performed or materials furnished in connection with the Facility for amounts the payment of which is either not yet delinquent or is being contested in good faith by appropriate proceedings so long as such proceedings do not involve a material risk of the sale, forfeiture, loss or restriction on use of the Facility or any part thereof, and (e) easements, rights- of-way, reservations, restrictions, defects in title, encroachments and other similar non-monetary Item 14 Page 69 of 226 - 20 - encumbrances that have been identified to Buyer in writing prior to the Commercial Operation Date and that do not interfere with or impair the operation of the Facility or performance of Seller’s obligations as contemplated by this Agreement. “Permitted Scheduled Outage Period” means eighty-eight (88) hours per Contract Year (increased pro rata for any Contract Year exceeding 365 days) in which Seller performs Scheduled Outages for the Facility meeting the requirements of Section 4.4. Seller’s use of such eighty-eight (88) hours shall be pro-rated by multiplying the number of hours during which the Facility is subject to a Scheduled Outage by the percentage that the Installed Capacity is reduced for such outage. “Person” means any individual, corporation, partnership, joint venture, limited liability company, association, joint stock company, trust, unincorporated organization, entity, government or other political subdivision. “Pnode Price” means the Locational Marginal Price of the Facility’s Pnode at the Point of Delivery, as determined by CAISO, which, for the avoidance of doubt, shall not include the value of any Environmental Attributes or Capacity Rights, if any. “Point of Delivery” means the Redbluff Substation 220kV bus in Riverside County, California, or such other substantially similar point agreed to by the Parties prior to the Commercial Operation Date. “Point of Interconnection” means the Redbluff Substation 220kV bus in Riverside County, California. “Pre-COD Liability Cap” has the meaning set forth in Section 14.19(e). “Present Value Rate” means, at any date, the sum of one half percent (0.50%) plus the yield reported on page “USD” of the Bloomberg Financial Markets Services Screen (or, if not available, any other nationally-recognized trading screen reporting on-line intraday trading in United States government securities) at 11:00 a.m. (New York City, New York time) for the United States government securities having a maturity that most nearly matches the Remaining Term at that date. “Products” means any and all Delivered Energy, Capacity Rights, Environmental Attributes, and ancillary products, services or attributes similar to the foregoing that are or can be produced by, or are associated with, the Facility, whether now attainable or established in the future, including delivered energy, renewable attributes, and renewable energy credits, excluding all tax-related benefits (including ITC and PTC benefits). The REC Products shall meet the standard of “Portfolio Content Category 1” as defined by RPS Law. “Project Development Security” has the meaning set forth in Section 5.7(a). “Property” those certain parcels of real property located at the address of the Facility, as more particularly described on Appendix B-1. Item 14 Page 70 of 226 - 21 - “Property Tax Exclusion” means the “new construction” exclusion from California real property taxation under California Revenue and Taxation Code Section 73 or a similar law. “Prudent Utility Practices” means those practices, methods, and acts, that are commonly used by a significant portion of the solar-power generation industry and the battery energy storage industry (including, if applicable, the co-located solar power generation and battery storage industry), in each case, in prudent engineering and operations to design, construct, and operate and maintain electric equipment (including solar-powered facilities and battery energy storage facilities) lawfully and with safety, dependability, reliability, efficiency, and economy, including any applicable practices, methods, acts, guidelines, standards and criteria of the CAISO, FERC, NERC, WECC, as each may be amended from time to time, and all applicable Requirements of Law. Prudent Utility Practices are not intended to be limited to the optimum practice, method, or act, to the exclusion of all others, but rather is intended to include a range of acceptable practices, methods, and acts generally accepted in the industry. “PTC” means the federal production tax credit under Section 45 of the Code or Section 45Y of the Code, as applicable. “PTC Domestic Content Adder” has the meaning set forth in Section 6.1(b). “PTC Option Amendment” has the meaning set forth in Section 3.8. “Public Utilities Code” means the Public Utilities Code of the State of California, as may be amended from time to time. “PUC” means the California Public Utilities Commission and any successor thereto. “PUC Performance Standard” means, at any time, the greenhouse gas emission performance standard in effect at such time for electric generation facilities owned or operated (or both) by load-serving entities and not local publicly-owned electric utilities, or for which a load- serving entity and not a local publicly owned electric utility has entered into a contractual agreement for the purchase of power from such facilities, as established by the PUC or other Governmental Authority under the EPS Law. “PV Capacity Cure Period” has the meaning set forth in Section 3.11(a). “PV Capacity Damages” has the meaning set forth in Section 3.11(a). “PV Contract Capacity” means one hundred seventeen (117) MWac, as measured by the sum of inverter nameplate capacity. “PV Delivered Energy” means PV System Energy (net of all auxiliary and parasitic loads, station electrical uses, and electrical transmission and transformation losses, all in conformance with the CEC RPS Guidebook, from the PV System to the Point of Delivery), as measured in MWh by the PV Energy Meter in compliance with CAISO metering rules. “PV Energy Meter” means CAISO-approved and CAISO-polled Electric Metering Device located at the PV System dedicated solely to the PV System as depicted on Appendix O. Item 14 Page 71 of 226 - 22 - “PV Shortfall Adjustments” has the meaning set forth in Section 3.11(a). “PV System” means the solar photovoltaic electric generating facility to be developed, constructed, owned and operated by Seller (as further described on Appendix B-1). “PV System Energy” means Energy generated by the PV System. “PV System EP&C Budget” has the meaning set forth in Section B(1)(a) of Appendix 1-A. “QRE” has the meaning set forth in Section 8.4. “Qualified Buyer Assignee” means any (a) Participating Member or (b) any other non- participating member of Buyer that, in each case of (a) and (b), (i) executes a written assumption agreement in favor of Seller pursuant to which such Person assumes all of the obligations of Buyer under this Agreement and the Ancillary Documents, (ii) is rated (A) “Baa2” or higher by Moody’s and “BBB” or higher by S&P, if such Person is rated by both Moody’s and S&P, (B) “Baa2” or higher by Moody’s or “BBB” or higher by S&P if such Person is rated by either S&P or Moody’s, or (C) equivalent ratings by any other credit rating agency of recognized national standing, and (iii) is a load serving entity purchasing Energy for resale. “Qualified Issuer” means a Person (a) acceptable to Buyer or (b) that maintains a United States domestic branch, and a current long-term credit rating (corporate or long-term senior unsecured debt) of (1) “A2” or higher by Moody’s and “A” or higher by S&P, if such Person is rated by both Moody’s and S&P or (2) “A2” or higher by Moody’s, or “A” or higher by S&P if such Person is rated by either S&P or Moody’s. “Qualified Operator” means (a) with respect to the PV System portion of the Facility, a Person reasonably acceptable to Buyer that has at least three (3) years of operating experience with photovoltaic solar powered generation facilities that are in excess of one hundred and seventeen (117) MW AC in capacity and (b) with respect to the BESS, a Person reasonably acceptable to Buyer that has operating experience with battery energy storage systems that are comparable in size, configuration and capabilities to the BESS, including being connected to, or feeding Energy to, a high voltage transmission level. “Qualified Transferee” means a Person that (a) maintains, or whose direct or indirect parent maintains, a current long-term credit rating (corporate or long-term senior unsecured debt) of (i) “A2” or higher by Moody’s and “A” or higher by S&P, if such Person is rated by both Moody’s and S&P or (ii) “Aa2” or higher by Moody’s, or “AA” or higher by S&P if such Person is rated by either S&P or Moody’s, or (iii) equivalent ratings by any other credit rating agency of recognized national standing, (b) has a tangible net worth of at least One Hundred and Fifty Million Dollars ($150,000,000.00), or (c) is reasonably acceptable to Buyer, and in each case (d) (i) retains, or causes Seller to retain, a Qualified Operator to operate the Facility (or otherwise agrees not to interfere with the existing Qualified Operator for the Facility) and (ii) executes a written assumption agreement in favor of Buyer pursuant to which any such Qualified Transferee shall assume all the obligations of Seller under this Agreement. Item 14 Page 72 of 226 - 23 - “Quality Assurance Program” or “Q/A Program” has the meaning set forth in Section 5.5. “RA Capacity” means for any given period of time, the transferrable qualifying and deliverable capacity of the Facility for RAR purposes allocated to Buyer for such period of time, as determined by the CAISO or other Governmental Authority authorized to make such determination under Requirements of Law. “RA Replacement Price” means, with respect to each MW of RA Shortfall, (a) if Buyer purchases replacement RA Capacity from a generating facility other than the Facility prior to the applicable CAISO submission deadline, an amount equal to the actual amount paid by Buyer to purchase such replacement RA Capacity, and (b) if Buyer does not purchase replacement RA Capacity as contemplated by the preceding clause, an amount equal to the average of no less than three broker quotes obtained by Buyer stating the value of the applicable portion of the Expected RA Capacity; provided, however, that if three broker quotes are not available to Buyer after making commercially reasonable efforts to obtain such quotes, then the RA Replacement Price will be equal to the average of any available broker quotes. “RA Shortfall” means (a) the quantity of Expected RA Capacity not provided by Seller for the applicable time period, minus (b) the quantity of Replacement RA Capacity provided by Seller for such time period, minus (c) the quantity of Expected RA Capacity that Seller was unable to provide solely as a result of Force Majeure, Excused Conditions or BESS Excused Conditions. “RAAIM Program” means CAISO’s Resource Adequacy Availability Incentive Mechanism. “RAR” means the resource adequacy requirements established for load-serving entities by the PSC pursuant to Requirements of Law and PUC decisions, the CAISO pursuant to the CAISO Tariff, or any other Governmental Authority having jurisdiction. “Real-Time LMP” means the LMP for the Real-Time Market for the applicable Settlement Interval. “Real-Time Market” has the meaning set forth in the CAISO Tariff. “REC” or “Renewable Energy Credit” means a certificate of proof associated with the generation of electricity from an eligible renewable energy resource, which certificate is issued through the accounting system established, used or approved by the CEC pursuant to the RPS Law, evidencing that a stated quantity of energy (of at least one (1) MWh and in whole units only) was generated and delivered from such eligible renewable energy resource. Such certificate is a tradable environmental commodity (also known as a “green tag” or “renewable energy certificate”) for which the owner of the REC can evidence that it has purchased Energy that is CEC Certified. “Recipient Party” has the meaning set forth in Section 14.3(a). “Reference Hour” means any hour from hour-ending 0700 to hour-ending 2200 (i.e., 7:00 a.m. to 9:59 p.m.) on Monday through Sunday, Pacific Prevailing Time, excluding NERC holidays. Item 14 Page 73 of 226 - 24 - “Remaining Term” means, at any date, the remaining portion of the Delivery Term at that date without regard to any early termination of this Agreement. “Remedial Action Plan” has the meaning set forth in Section 3.5(a)(iii). “Replacement Capacity Rights” means Capacity Rights, if any, equivalent to those that would have been provided by the Facility during the Contract Year for which the Replacement Product is being provided. “Replacement Energy” means Energy that is produced by a facility (or facilities) other than the Facility that, at the time delivered to Buyer, (a) is both RPS Compliant and, if applicable, EPS Compliant, and (b) qualifies under California Public Utilities Code Section 399.16(b)(1). “Replacement Price” has the meaning set forth in Section 7.7(c). “Replacement Product” means (a) Replacement Energy, and (b) Replacement Capacity Rights. “Replacement RA Capacity” has the meaning set forth in Section 10.3(a). “Requirement of Law” means any federal, state, local or other law (including Anti- Corruption Laws, Anti-Terrorism Laws, Economic Sanctions Laws and any environmental law, EPS Law or RPS Law), resolution, standard, code, rule, ordinance, directive, regulation, order, judgment, decree, ruling, determination, permit, certificate, authorization, or approval of a Governmental Authority, including those pertaining to electrical, building, zoning, environmental and occupational safety and health requirements. “Requirements” means, collectively, (a) any standards or requirements of ASTM, ASME, AWS, EPA, EEI, IEEE, ISA, MESA, National Electrical Code, National Electric Safety Code, OSHA, Cal-OSHA, Uniform Building Code, or Uniform Plumbing Code applicable to the design or construction of the Facility, (b) any applicable local county fire department standards or codes, (c) Prudent Utility Practices, (d) all applicable Requirements of Law, including the UCC, (e) Seller’s Quality Assurance Program, and (f) all other requirements of this Agreement. “Resource Adequacy Attributes” means the benefits or attributes, if any, now or existing in the future based on the procurement obligations of Buyer with respect to Resource Adequacy as prescribed by the PUC, the CAISO or any other regional entity, and that are associated with the electric generating capability of the Facility. Buyer will be entitled to all Resource Adequacy Attributes from the Facility. Resource Adequacy estimates will be calculated using the PUC methodology for calculating qualifying capacity for co-located resources. “RFP” has the meaning set forth in the recitals to this Agreement. “ROFO Notice” has the meaning set forth in Section E of Appendix A-2. “ROFO Offer” has the meaning set forth in Section E of Appendix A-2. “Round Trip Efficiency” or “RTE” has the meaning set forth on Appendix K-1. Item 14 Page 74 of 226 - 25 - “Round Trip Efficiency Adjustment Factor” has the meaning set forth on Appendix K-2. “Round Trip Efficiency Performance Guarantee” has the meaning set forth in Section 9.6(a). “RPS Compliance” or “RPS Compliant” means, when used with respect to the PV System or any other facility at any time, that all Energy generated by such facility at all times shall, together with all of the associated Environmental Attributes, qualify as a “portfolio content category 1” eligible renewable resource, or equivalent if the RPS Law is changed, under the RPS Law and meet the requirements of Public Utilities Code Section 399.16(b)(1). “RPS Compliance Period” means each “Compliance Period” as defined in the RPS Law. “RPS Law” means the California Renewable Energy Resources Act, including the California Renewables Portfolio Standards Program, Article 16 of Chapter 2.3 of Part 1 of Division 1 of the Public Utilities Code, California Public Resources Code § 25740 through 25751, Division 25.5 of California Health and Safety Code (commencing with Section 38580) and any related regulations or guidebooks promulgated by the CEC or, as applicable, the California Air Resources Board, and as all of the foregoing may be promulgated and implemented from time to time, and any replacement laws or regulations. “S&P” means Standard & Poor’s Financial Services LLC. “Sale Leaseback Financing” means a sale leaseback whereby the Facility or the Site is sold by Seller to one or more investors (each, a “Sale Leaseback Lessor”) and leased back by Seller and Seller retains a right of quiet enjoyment over the Site (or the Facility, as applicable) during the lease term as long as Seller pays Sale Leaseback Lessor thereof rent and meets its other obligations under the lease; provided that a Sale Leaseback Financing shall comply with the provisions of Section 12.5(d). “Sale Leaseback Lessor” has the meaning set forth in the definition of “Sale Leaseback Financing”. “SCADA” means the supervisory control and data acquisition system for the Facility. “Schedule” or “Scheduling” means the actions of Seller and Buyer, their Authorized Representatives, and the Transmission Providers, if applicable, of notifying, requesting and confirming to the CAISO the amounts of Delivered Energy and Replacement Product expected to be delivered (from the PV System or the BESS) consistent with the Scheduling interval at the Point of Delivery on any given date following the Commercial Operation Date and during the Delivery Term, all in the manner contemplated by the CAISO Tariff. “Scheduled Outage” means any outage with respect to the Facility other than a Forced Outage. “Scheduled Outage Projection” has the meaning set forth in Section 4.4(b). Item 14 Page 75 of 226 - 26 - “Scheduling Coordinator” has the meaning set forth in the CAISO Tariff. “Scheduling Procedures” has the meaning set forth in Section 7.3(g). “Seller” has the meaning set forth in the preamble of this Agreement. “Seller’s Ultimate Parent” means, (a) as of the Effective Date, EDF Renewables, Inc., a Delaware corporation, and (b) from and after any other Change in Control where Seller’s Ultimate Parent entity changes, the entity set forth in Schedule 12.2(h) as Seller’s Ultimate Parent. “Settlement Interval” has the meaning set forth in the CAISO Tariff. “Shortfall Damages” has the meaning set forth in Section 9.3. “Shortfall Energy” has the meaning set forth in Section 9.1. “Shortfall Makeup Period” means the Contract Year following the end of the Contract Year during which Shortfall Energy accrues. “Site” means the real property (including all fixtures and appurtenances thereto) and related physical and intangible property generally identified in Appendix B-2 as owned or leased by Seller where the Facility is located or will be located, and including any easements, rights-of- way or contractual rights held or to be held by Seller for transmission lines or roadways servicing such Site or the Facility located (or to be located) thereon. “Site Control” means that the Site Control Documents have been executed by Seller and each counterparty thereto and are in full force and effect and such Site Control Documents are sufficient to permit Seller to fulfill all of its obligations under this Agreement. “Site Control Documents” means the real property leases and easements for the Site that together establish Site Control, including, as applicable, the documents listed on Appendix M. “Special Purpose Entity” means a limited liability company which at all times on and after the Effective Date meets the following conditions: (a) shall not (i) (A) engage in any consolidation or merger with or into any other business entity, (B) acquire by purchase or otherwise all or substantially all of the business or assets of or beneficial interest in any other entity, or (C) transfer, lease or sell, in one transaction or any combination of transactions, all or substantially all of its properties or assets, except in each such case to the extent permitted herein; provided that for avoidance of doubt this clause (i) shall not limit the ability of the Special Purpose Entity to interpose or remove a special purpose entity that has no assets or business into or out of the chain of ownership; or (ii) modify, amend or waive any provisions of its organizational documents in a manner inconsistent with its status as a Special Purpose Entity; (b) was organized solely for the purpose of acquiring, developing, owning, holding, selling, financing, leasing, transferring, exchanging, managing and operating the Facility, selling energy, attributes, capacity and other Products from the Facility, entering into offtake Item 14 Page 76 of 226 - 27 - agreements such as this Agreement with Buyer, and transacting lawful business that is incident, necessary and appropriate to accomplish the foregoing; (c) has not been, is not, and will not be engaged in any business unrelated to the acquisition, development, construction, financing, ownership, management or operation of the Facility or a larger project of which the Facility is a component part (including the sale of energy, attributes, capacity and other Products from such Facility or larger project); (d) other than excess real property rights, has not had, and does not have and will not have, any assets other than those related to the Facility or to any larger project of which the Facility is a component part; (e) has held itself out as and will hold itself out to the public as a legal entity separate and distinct from any other entity and has not failed and will not fail to correct any known misunderstanding regarding the separate identity of such entity; (f) has maintained and will maintain its accounts, organizational books and records, resolutions and agreements separate from any other Person and has filed and will file its own tax returns (except to the extent treated as a “disregarded entity” for tax purposes and not required to file tax returns under applicable law); (g) has maintained and will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any other Person; (h) has not entered into or been a party to, and will not enter into or be a party to, any transaction with its members or Affiliates, except (i) on terms that are intrinsically fair, commercially reasonable or no less favorable to it than would be obtained in a comparable arm’s length transaction with an unrelated third party (“Fair and Reasonable”); (ii) in connection with the development or construction of the Facility; or (iii) as otherwise set forth and permitted in this Agreement; (i) does not and will not have any obligation to indemnify, and has not indemnified and will not indemnify any Person other than (i) its officers, managers, or members (and the Affiliates of such members and their officers, managers, or members), as the case may be, as required by its organizational documents or in connection with activities related to the performance of this Agreement, or (ii) entities requiring indemnification in the normal course of business in connection with the acquisition, development, construction, financing, ownership, management and operation of the Facility, including, without limitation, indemnification of Affiliates pursuant to contracts permitted in this Agreement; (j) has considered and shall consider the interests of its creditors, if any, in connection with all limited liability company actions, if at any time it perceives that it is not or believes that it may not be (i) solvent or (ii) able to pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) from its assets as the same shall become due; (k) does not and will not have any of its obligations guaranteed by any Affiliate and does not and will not hold itself out as being responsible for the debt obligations of any other Item 14 Page 77 of 226 - 28 - Person, except (i) any parent guarantees that may be issued by an upstream Affiliate for any Facility Debt, hedge for the Facility, Tax Equity Financing or construction and/or supply agreements necessary for the acquisition, development, construction, financing, ownership, management or operation of the Facility, (ii) in accordance with the Generator Interconnection Agreement, or (iii) as otherwise permitted in this Agreement; (l) has (i) complied and will comply with the terms and provisions contained in its organizational documents, and (ii) has done or caused to be done and will do all things necessary to preserve its existence; (m) has not and will not commingle its funds or assets with those of any Person and has not participated and will not participate in any joint bank accounts with any other Person; (n) will hold its assets in its own name and will conduct all business in its own name; (o) will pay its own liabilities and expenses, including the salaries of any employees it might have, out of its own funds and assets and will maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations, except with respect to expenses paid by the tax equity partnership owning Seller, including asset management, accounting and legal, rent, operation and maintenance fees, property and sales taxes and filing fees; (p) has not assumed or guaranteed or become obligated for, and will not assume or guarantee or become obligated for, the debts of any other Person (other than an Affiliate of Seller in the interest of the financing of the Facility) and has not held out and will not hold out its credit as being available to satisfy the obligations of any other Person (other than an Affiliate of Seller in the interest of the financing of the Facility), except in accordance with the Generator Interconnection Agreement; (q) does not have and will not acquire obligations or securities of its members or any Affiliate except as permitted under (h), (k) and (p) of this definition; (r) now maintains and uses, and will maintain and use, separate invoice bearing its name; such invoices utilized by it or utilized to collect its funds or pay its expenses have borne and shall bear its own name and have not borne and shall not bear the name of any other entity unless such entity is clearly designated as being its agent; (s) except in connection with the development or construction, or financing of the development or construction of the Facility or any larger project of which the Facility is a component part, has not pledged and will not pledge its assets for the benefit of any other Person, other than Permitted Encumbrances; (t) is and intends to remain solvent and has paid and intends to continue to pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) from its assets as the same shall have or become due, and has maintained, is maintaining and intends to maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; and Item 14 Page 78 of 226 - 29 - (u) will have no indebtedness other than (i) Facility Debt, (ii) debt, if any, in an amount for construction and permanent operations of the Facility, as applicable, considered in light of the types and amounts of other sources of capital used for the Facility that is within reasonable and prudent market norms given the size, type and commercial attributes of the Facility and poses no material risk to its liquidity or its ability to perform its obligations under this Agreement and (iii) such other indebtedness that are expressly permitted pursuant to this Agreement. “Startup and Test Energy” means PV System Energy, measured in MWh, and generated prior to the Commercial Operation Date, for which there are certified RECs. “Storage Capacity Test” means any test or retest of the BESS to establish the Dischargeable Energy and/or Round Trip Efficiency, conducted in accordance with the testing procedures, requirements and protocols set forth on Appendix K-1 and Appendix K-3, as evidenced by a certificate substantially in the form attached as Appendix K-4 hereto. “Subcontract” means any agreement or contract entered into on or after the Effective Date by Seller and a Person other than Buyer, which Person is providing goods or services to Seller that are related to the performance of Seller’s obligations under this Agreement. Subcontracts specifically include any agreement or contract that is referred to or defined as a “subcontract” in the policies, ordinances, codes or laws with which Seller must comply pursuant to this Agreement, or that is made with a “subcontractor” as such term is used or defined in such policies, ordinances, codes, or laws. “Subcontractor” means any party to a Subcontract with Seller. “Supplementary Storage Capacity Test Protocol” has the meaning set forth on Appendix K-3. “Supply Plan” has the meaning set forth in the CAISO Tariff. “System Emergency” means each of the following: (i) “System Emergency” as set forth in the CAISO Tariff and (ii) a condition or situation that in the reasonable judgment of Buyer (a) is imminently likely to endanger life or property; or (b) is imminently likely (as determined in a non-discriminatory manner) to cause a material adverse effect on the security of, reliability of, or damage to the Transmission System, Transmission Provider’s interconnection facilities (as defined in the Generator Interconnection Agreement) or the transmission systems of others to which the Transmission System is directly connected. “Taking” has the meaning set forth in Section 12.3(c). “Target Commercial Operation Date” means December 31, 2025. “Tax” or “Taxes” means each federal, state, county, local and other (a) net income, gross income, gross receipts, sales, use, ad valorem, business or occupation, transfer, franchise, profits, withholding, payroll, employment, excise, property or leasehold tax and (b) customs, duty or other fee, assessment or charge of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amount with respect thereto. Item 14 Page 79 of 226 - 30 - “Tax Equity Financing” means, with respect to Seller or any Upstream Equity Owner, any transaction or series of transactions (a) resulting in a portion of the membership interests in Seller or Upstream Equity Owner, as applicable, being issued or otherwise provided to another Person (a “Tax Equity Investor”) in exchange for capital contributions to Seller or Upstream Equity Owner, as applicable, or the Facility being sold to and leased by Seller from a Tax Equity Investor, in either case for the purpose of raising a portion of the funds needed to finance or refinance the development, construction or operation of the Facility by monetizing the Tax credits, depreciation and other tax benefits associated with the Facility (including without limitation any transaction of the type described in this definition that utilizes a lease or inverted lease structure), or (b) consisting of a Sale Leaseback Financing. “Tax Equity Investor” has the meaning set forth in the definition of “Tax Equity Financing”. “Tax Year” means the regular calendar year of twelve (12) consecutive months beginning January 1 and ending December 31. “Termination Notice” has the meaning set forth in Section 13.4(a). “Termination Payment” means a payment in an amount equal to the Non-Defaulting Party’s (a) Losses, plus (b) Costs, minus (c) Gains; provided, however, that if such amount is a negative number, the Termination Payment shall be equal to zero. “Third Party Sale Replacement Price” has the meaning set forth in Section 6.2. “Transmission Provider” means the Person operating the Transmission System to and from the Point of Delivery. “Transmission Services” means the transmission and other services required to transmit Delivered Energy to or from the Point of Delivery. “Transmission System” means the facilities utilized to provide Transmission Services. “UNAVAILHRS” has the meaning set forth on Appendix K-1. “Unexcused Cause” has the meaning set forth in Section 14.6(b). “UNFCCC” has the meaning set forth in the definition of “Environmental Attributes”. “Updated Installed PV Capacity Certificate” has the meaning set forth in Section 3.11(a). “Updated Installed Storage Capacity Certificate” has the meaning set forth in Section 3.11(b). “Upstream Equity Owner” means any upstream equity owner of Seller below Seller’s Ultimate Parent. Item 14 Page 80 of 226 - 31 - “Variable Energy Resource Forecast” means the final forecast of the Energy to be produced by the PV System prepared by the CAISO in accordance with the Eligible Intermittent Resources Protocol for use in submitting a Schedule for the output of the PV System in the Real- Time Market, and if such forecast is not available, the final forecast for the Energy in the Day- Ahead Market. “Vesting Date” has the meaning set forth in Section 2.5. “WECC” means the Western Electricity Coordinating Council. “Western Interconnection” means the wide synchronous power grid overseen by the WECC. “WREGIS” means Western Renewable Energy Generation Information System. “WREGIS Certificates” has the meaning set forth in Section 8.4. “WREGIS Operating Rules” means the rules describing the operations of the WREGIS, as published by WREGIS. “WREGIS Withhold Amount” has the meaning set forth in Section 11.2. Other terms defined herein have the meanings so given when used in this Agreement with initial-capitalized letters. Section 1.2 Interpretation. In this Agreement, unless a clear contrary intention appears: (a) time is of the essence; (b) the singular number includes the plural number and vice versa; (c) reference to any Person includes such Person’s successors and assigns (regardless of whether such Person’s successors and assigns are expressly referenced in the provision) but, in case of a Party hereto, only if such successors and assigns are permitted by this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity or individually; (d) reference to any gender includes the other; (e) reference to any agreement (including this Agreement), document, act, statute, law, instrument, tariff or Requirement means such agreement, document, act, statute, law, instrument, or tariff, or Requirement, as amended, modified, replaced or superseded and in effect from time to time in accordance with the terms thereof and, if applicable, the terms hereof, regardless of whether the reference to the agreement, document, act, statute, law, instrument, tariff, or Requirement expressly refers to amendments, modifications, replacements, or successors; Item 14 Page 81 of 226 - 32 - (f) reference to any Article, Section, or Appendix means such Article of this Agreement, Section of this Agreement, or such Appendix to this Agreement, as the case may be, and references in any Article or Section or definition to any clause means such clause of such Article or Section or definition; (g) “hereunder,” “hereof,” “hereto” and words of similar import shall be deemed references to this Agreement as a whole and not to any particular Article or Section or other provision hereof or thereof; (h) “including” (and with correlative meaning “include”, “includes” and other variants) means including without limiting the generality of any description preceding such term, regardless of whether words such as “without limitation” are expressly included in the applicable provision; (i) relative to the determination of any period of time, “from” means “from and including,” “to” means “to but excluding” and “through” means “through and including”; (j) references to any amount of money shall mean a reference to the amount in United States Dollars; (k) unless otherwise indicated, reference to time shall always refer to Pacific Prevailing Time; and reference to any “day” shall mean a calendar day, unless otherwise indicated; and (l) the term “or” is not exclusive, regardless of whether “and/or” is used in the applicable provision ARTICLE II EFFECTIVE DATE, TERM, AND EARLY TERMINATION Section 2.1 Effective Date. This Agreement shall be effective as of the Effective Date. No more than five (5) Business Days after the Effective Date, Seller shall deliver (or caused to be delivered) to Buyer (a) copies of all resolutions and other documents evidencing the limited liability actions described in Section 12.2(b), certified by an authorized representative of Seller as being true, correct, and complete, (b) an incumbency certificate signed by the secretary of Seller certifying as to the names and signatures of the authorized representatives of Seller, and (c) the Legal Opinion. Section 2.2 Term. (a) Agreement Term. The term of this Agreement (the “Agreement Term”) shall commence on the Effective Date and end on the last day of the Delivery Term or upon the earlier termination of this Agreement in accordance with the terms hereof. (b) Delivery Term. This Agreement shall have a delivery term (the “Delivery Term”) commencing on the Commercial Operation Date and ending at 11:59 p.m. on the date that is twenty (20) years after the Commercial Operation Date, unless sooner terminated in accordance with the terms of this Agreement. Item 14 Page 82 of 226 - 33 - Section 2.3 Survivability. The provisions of Sections 2.3, 2.4, 13.4, 14.1 through 14.3, 14.8 through 14.22 and 14.25 shall survive for a period of one (1) year following the termination of this Agreement. The provisions of ARTICLE I shall survive to the extent necessary for the enforcement of other surviving provisions. The provisions of Sections 11.6 and 11.8 shall survive for a period of four (4) years following final payment made by Buyer hereunder or the expiration or termination date of this Agreement, whichever is later. The provisions of Section 5.7, ARTICLE VI, ARTICLE VIII, ARTICLE IX and Sections 11.1 through 11.5 and 11.7 shall continue in effect after termination to the extent necessary to provide for final billing, adjustments, and deliveries (including the provision to Buyer of Replacement Product or Shortfall Damages) related to any period prior to termination of this Agreement. Section 2.4 Early Termination. This Agreement may be terminated by mutual written agreement of the Parties or as otherwise expressly provided in this Agreement. Except as otherwise provided herein, any early termination of this Agreement shall be without prejudice to the rights and remedies of a Party for Defaults occurring prior to such termination. Section 2.5 Termination for Failure to Obtain Board and City Council Approvals. Seller acknowledges that board and city council approvals of Buyer and each of the Participating Members are required before any of Buyer’s obligations under this Agreement are effective. Buyer shall have the right to terminate this Agreement upon written notice to Seller, without penalty, liability or expense, if Buyer and each of the Participating Members has not received their respective board and city council approvals, in form and substance acceptable to Buyer and each Participating Member (in each of Buyer’s and Participating Member’s sole discretion) (collectively, the “Buyer Approvals”), within seventy-five (75) days following the Effective Date (the “Approval Deadline”); provided that Buyer’s right to terminate this Agreement shall expire on the earlier of (i) the date on which the Buyer Approvals have been obtained or (ii) the Approval Deadline (such expiration date, the “Vesting Date”). To exercise its termination right pursuant to this Section 2.5, Buyer shall provide Seller with written notice of such termination within five (5) Business Days after the Approval Deadline. ARTICLE III DEVELOPMENT OF THE FACILITY Section 3.1 General. (a) Project Design. Seller shall determine the proposed location, design, and configuration of the Facility as it deems appropriate, subject to the Requirements, including the characteristics and other requirements for the Facility set forth in Appendix B-1, and also subject to any conditions imposed by the lead agency or any responsible agency as part of the CEQA review of the Facility and which Seller deems acceptable. The Facility shall accommodate grid charging of the BESS. (b) Permitting. Seller, at its expense, shall timely take steps necessary to obtain all Permits required to construct, maintain, and operate the Facility in accordance with the Requirements and for the performance of Seller’s obligations hereunder. Item 14 Page 83 of 226 - 34 - (c) Meetings with Governmental Authorities. Seller shall represent the Facility as necessary in all meetings with and proceedings before all Governmental Authorities. (d) Construction. Seller shall use commercially reasonable and diligent efforts to site, develop, finance and construct the Facility. Seller shall develop, operate and maintain the Facility, at its sole risk and expense, and in reasonable compliance with the Requirements and applicable manufacturer’s and operator’s specifications and recommended procedures; provided, however, meeting these requirements shall not relieve Seller of its other obligations under this Agreement. Seller shall ensure that the construction of the Facility is governed by a project labor agreement, community workforce agreement, work site agreement, collective bargaining agreement, or any other similar agreements providing for the terms and conditions of employment with the applicable labor organizations. (e) Other Information. In addition to the reports required to be delivered under this Agreement, including Section 3.5 and Section 5.6, Seller shall provide to Buyer such other information regarding the permitting, engineering, construction or operations, of Seller, its Subcontractors or the Facility, and other information concerning the Facility, as Buyer or Buyer’s Authorized Representative may, from time to time, reasonably request. Buyer and Buyer’s Authorized Representative shall be permitted to inspect the Facility from time to time upon reasonable notice to Seller and during reasonable business hours subject to Site safety protocols and orientation as set forth in Section 5.2, but Buyer and Buyer’s Authorized Representative shall not interfere with the activities at the Facility and be escorted while on the Site by an employee or other representative of Seller. Without limiting Seller’s indemnification obligations in Section 14.19(a), the presence of Buyer, its representatives or both on the Site shall be at Buyer’s sole expense and risk. (f) Certification Regarding Debt. No less than thirty (30) days before the Construction Start Date, and no more than ninety (90) days after the Commercial Operation Date, Seller shall deliver to Buyer a certificate of Seller’s authorized officer, certifying that the amount of debt Seller has incurred, if any, for construction and permanent operations of the Facility, as applicable, considered in light of the types and amounts of other sources of capital used for the Facility, (i) is within reasonable and prudent market norms given the size, type, and commercial attributes of the Facility and (ii) poses no material risk to Seller’s liquidity or to Seller’s ability to perform its obligations under the Agreement. Section 3.2 Site Confirmation. Seller represents and warrants that (a) Seller’s agents and representatives have visited, inspected and are familiar with the Site and its surface physical condition relevant to the obligations of Seller pursuant to this Agreement, including surface conditions, normal and usual soil conditions, roads, utilities, the presence, if any, of archaeological and cultural artifacts and topography, and solar radiation, air and water quality conditions, (b) Seller is familiar with all local and other conditions that may be material to Seller’s performance of its obligations under this Agreement (including, transportation, seasons and climate, access, weather, the presence, if any, of endangered species, handling and storage of materials and equipment, and availability and quality of labor and utilities), and (c) Seller has determined that the Site constitutes an acceptable and suitable site for the construction and operation of the Facility in accordance herewith. Any failure by Seller to take the actions described in this Section 3.2 shall not relieve Seller from any responsibility for estimating properly the Item 14 Page 84 of 226 - 35 - difficulty and cost of successfully constructing, maintaining or operating the Facility in accordance with this Agreement or from proceeding to construct, maintain and operate the Facility successfully without any additional expense to Buyer. Section 3.3 Subcontracts. Seller shall ensure that the terms in any Subcontract will allow Buyer to exercise its rights of access, inspection and audit provided for in this Agreement. Section 3.4 Certification of Commercial Operation Dates. Not less than ninety (90) days prior to the date upon which Seller expects to achieve all of the conditions precedent to Commercial Operation as specified in Appendix L-2, Seller shall give written notice to Buyer of such expected date of Commercial Operation. Seller shall deliver written completion certifications to Buyer in the form of Appendix L-2; provided, however, that (a) Buyer shall not be obligated to accept a Commercial Operation Date that is earlier than the Target Commercial Operation Date unless Seller has provided Buyer with at least ninety (90) calendar days’ notice of a proposed earlier Target Commercial Operation Date up to thirty (30) calendar days earlier than the Target Commercial Operation Date and at least six (6) months in advance for a Commercial Operation Date more than thirty calendar (30) days earlier than the Target Commercial Operation Date and (b) Commercial Operation is not achieved earlier than December 31, 2025. Within thirty (30) calendar days after delivery of Seller’s initial certification, and thereafter within fifteen (15) calendar days after Seller resubmits a certification, Buyer shall in writing either accept or reject the certification in its reasonable discretion. If Seller provides Buyer with reasonable documentation of the satisfaction of conditions to Commercial Operation in advance of submitting the certificate of Commercial Operation, Buyer shall use commercially reasonable efforts to review such documentation and identify any inadequacies within thirty (30) calendar days following such submission. Any rejection of a certification shall specify in detail the specific substantive deficiencies upon which it is based. Seller shall have the right to contest a rejection of its initial certification by providing information or documentation demonstrating that no such deficiencies exist. Subject to Seller’s right to contest a rejection of the initial certification, Seller shall promptly correct any defects or deficiencies identified in a rejection and resubmit the certification within five (5) Business Days. If, during the required time period, Buyer does not either accept or reject any certification, then for all purposes of this Agreement Buyer shall be deemed to have accepted such certification. The Commercial Operation Date shall be the date on which Seller delivered the certification that is accepted or deemed accepted by Buyer as provided in this Section 3.4. Section 3.5 Milestone Schedule; Delay Damages. (a) Milestone Schedule, Reporting and Startup and Test Energy. (i) Attached as Appendix I is a milestone schedule with deadlines for the development of the Facility through the Commercial Operation Date (each milestone, a “Milestone” and each date by which a Milestone is to be completed, and subject to adjustment under Section 3.5(b), a “Milestone Date”). Seller shall achieve each Milestone by the Milestone Date therefor. Item 14 Page 85 of 226 - 36 - (ii) Until the Commercial Operation Date, Seller shall provide Buyer with a report on a Monthly basis, except that Seller shall provide such report on a quarterly basis until construction of the Facility commences, that includes: (1) a description of the Site plan for the Facility, (2) a description of any planned changes to the Facility or Site plan since the previously delivered report, (3) a bar chart schedule showing progress to achieving the remaining Milestones with respect to the Facility, (4) a chart showing the critical path schedule of major items and activities, (5) a summary of activities at the Facility during the previous Month, (6) a forecast of activities during the then-current Month, (7) a list of any significant developments or delays or other issues that could impact Seller’s achievement of Milestones relating to the Facility by the applicable Milestone Dates and any changes to the Target Commercial Operation Date and (8) pictures, in sufficient quantity and of appropriate detail, documenting construction and startup progress with respect to the Facility. (iii) If Seller anticipates that it will not achieve a Milestone by the applicable Milestone Date (as such date may be extended pursuant to this Section 3.5), Seller shall promptly prepare and deliver to Buyer a remedial action plan (“Remedial Action Plan”), which shall set forth (1) the anticipated period of delay, (2) the basis for such delay, (3) an outline of the commercially reasonable steps that Seller is taking to address the delay and to ensure that future Milestones, including the Guaranteed Commercial Operation Date, will be timely achieved, (4) a proposed revised date for achievement of the applicable Milestone and (5) such other information and in such detail as may be reasonably requested by Buyer. Except as set forth in Section 3.5(b), Seller shall not have any liability for failure to timely achieve a Milestone other than the obligation to submit a Remedial Action Plan; provided, however, that the foregoing shall not limit Buyer’s right to exercise any right or remedy available under this Agreement or at law or in equity for any other Default occurring concurrently with or before or after Seller’s delay in achievement of the applicable Milestone. (iv) At any time prior to the Commercial Operation Date, Seller shall have the right to sell and deliver, and Buyer shall purchase and accept from Seller, Startup and Test Energy at the rate for such Energy set forth in Appendix A-1, subject to Seller providing thirty (30) days’ prior written notice to Buyer. Seller shall provide a schedule of its commercially reasonable projection for delivery of Startup and Test Energy with its notice. For the avoidance of doubt, Buyer shall have the right but not the obligation hereunder, to purchase Startup and Test Energy at any time prior to the Commercial Operation Date. If Buyer does not respond to such notice and schedule confirming Buyer’s commitment to purchase such Startup and Test Energy within ten (10) Business Days of receiving such notice, Seller shall have the right to sell Startup and Test Energy at any time prior to the Commercial Operation Date to any third parties or on a merchant basis into the CAISO or any other applicable market. (b) Delays; Delay Damages. (i) Each Milestone Date (other than the Commercial Operation Date Deadline) may be extended, on a day-for-day basis to the extent Seller is actually, demonstrably and unavoidably delayed in achieving such Milestone due to Force Majeure or an Interconnection Delay. Notwithstanding anything to the contrary set forth in this Agreement, the Commercial Operation Date Deadline shall not be extended for any reason whatsoever, including due to Force Majeure or any Interconnection Delay, and the failure to achieve the Commercial Operation Date Item 14 Page 86 of 226 - 37 - by the Commercial Operation Date Deadline shall be an immediate Default by Seller and Buyer shall have the right in its sole discretion and without penalty to terminate this Agreement for a Default under Section 13.4, not subject to extension or cure of any kind. (ii) If Seller fails to achieve any Key Milestone by the applicable Milestone Date (as such Milestone Date may be extended pursuant to Section 3.5(b)(i)), Seller shall pay liquidated damages to Buyer for each day between the Milestone Date and the date upon which such Key Milestone is achieved (or the Agreement is terminated by Buyer) in the applicable daily liquidated damage amount set forth for such Key Milestone in Appendix I (the “Daily Delay Damages”). For the avoidance of doubt, if multiple Key Milestones are missed, Seller shall pay the aggregate amount of Daily Delay Damages for each Key Milestone that has not been timely achieved as of such date. Seller shall pay to Buyer Daily Delay Damages within seven (7) days after receipt of an invoice therefor from Buyer. If Seller fails to achieve the Construction Start Date by the date that is one hundred eighty (180) days after the Milestone Date for the Construction Start Milestone, Buyer shall have the right in its sole discretion and without penalty to (1) terminate this Agreement for a Default under Section 13.4, or (2) allow Seller to continue to pay the Daily Delay Damages to Buyer, during which time Buyer shall not terminate the Agreement based on Seller’s failure to timely achieve the Construction Start Milestone. If Seller (A) incurs Daily Delay Damages for failure to timely achieve any Key Milestone (include the Construction Start Milestone), and (B) achieves Commercial Operation by the Guaranteed Commercial Operation Date, then Buyer shall refund to Seller any amounts previously paid to Buyer as Daily Delay Damages for failure to timely achieve any and all Key Milestones (including the Construction Start Milestone) net of any costs and expenses incurred (including Buyer’s costs incurred to procure replacement resource adequacy capacity), or damages sustained, by Buyer directly as a result of Seller’s failure to achieve the Construction Start Milestone. (iii) The Parties agree that the damages that Buyer would incur due to Seller’s failure to timely achieve a Key Milestone would be difficult or impossible to predict with certainty, and it is impractical or difficult to assess actual damages in those circumstances, but the Daily Delay Damages are a fair and reasonable calculation of such damages for Seller’s failure to achieve any Key Milestone by the Milestone Date therefor. The payment of Daily Delay Damages as provided in this ARTICLE III are Buyer’s sole remedy for Seller’s failure to timely achieve a Key Milestone, but shall not limit Buyer’s right to (a) exercise any right or remedy available under this Agreement or at law or in equity for any other breach or default occurring concurrently with, before, or after Seller’s delay in achieving the applicable Key Milestone by the Milestone Date therefor, or (b) recover any damages not directly attributable to such delay or to pursue any indemnity claims in accordance with this Agreement or (c) terminate this Agreement pursuant to Section 13.4, provided that the payment of Daily Delay Damages shall be taken into account when determining any damages due Buyer for such termination; provided further that in no event shall any damages, including Daily Delay Damages, owed in connection with such termination exceed the limitation of liability provided in Section 14.19(e). Section 3.6 Decommissioning and Other Costs. Buyer shall not be responsible for any cost of decommissioning or demolition of the Facility or any environmental or other liability associated with the decommissioning or demolition of the Facility without regard to the timing or cause of the decommissioning or demolition. Item 14 Page 87 of 226 - 38 - Section 3.7 CEC Certification . Seller shall provide Buyer with a copy of the CEC pre-certification of the PV System at least thirty (30) days prior to the date on which PV Delivered Energy is first delivered to Buyer. Promptly, but in no event more than ten (10) days following the Commercial Operation Date, Seller shall file with the CEC all materials and documents required to demonstrate that the Facility is entitled to be CEC Certified. Seller shall promptly provide Buyer with copies of all submittals to the CEC and other correspondence between Seller and the CEC. Failure by Seller to comply with the requirements set forth in this Section 3.7 shall constitute a Default by Seller, subject to the cure periods set forth in Section 13.1(b). Buyer may, in its sole discretion and without penalty to Buyer, terminate this Agreement, effective upon notice to Seller if Facility is not CEC Certified by the date that is six (6) months after the Commercial Operation Date. Section 3.8 PTC Option Amendment. The Contract Price for PV Delivered Energy and certain other terms in this Agreement assume that the Seller will seek to qualify the PV System for the ITC. If Seller determines in its sole discretion to instead seek to qualify the PV System for the PTC, Seller may upon notice to Buyer at any time prior to March 31, 2024, elect to amend this Agreement as set forth in Appendix R to reflect the amendments described therein (the “PTC Option Amendment”), upon which notice of election this Agreement shall be deemed amended as set forth in the PTC Option Amendment. If Seller reasonably determines that the Agreement needs to be amended (including to cause there to be a separate agreement for the PV System and a separate agreement for the BESS) in order to permit or preserve the PTC for the PV System or the ITC for the BESS, and Buyer reasonably agrees with such determination, then the Parties shall make commercially reasonable efforts to implement such amendments within ninety (90) days of such determination with the minimum changes necessary while preserving to the maximum extent possible the benefits, burdens, and obligations set forth in this Agreement as of the Effective Date. Section 3.9 FCDS/BESS Adjustment. The Parties agree that whether the Facility includes the BESS is subject to the terms set forth in Appendix A-2 setting forth the conditions under which the BESS will be included as part of the Facility and relevant changes to this Agreement. Unless and until the BESS is determined to be included as part of the Facility pursuant to Appendix A-2, the Facility shall be deemed not to include the BESS and all provisions relating to the BESS herein (except as set forth in Appendix A-2) shall have no force or effect. For the avoidance of doubt, as between Buyer and Seller, Seller shall be responsible for the cost and installation of any Network Upgrades associated with obtaining FCDS or PCDS, as the case may be. Section 3.10 BESS Augmentation. Buyer shall have the option to request at any time prior to July 1 of Contract Year twelve (12) an augmentation of the BESS during Contract Year fourteen (14), in order for the BESS to meet the BESS Contract Capacity from Contract Year fifteen (15) or other such later time until the end of the Delivery Term (the “BESS Augmentation”). Within three (3) months after such request from Buyer, Seller shall deliver a cost estimate for the BESS Augmentation. Buyer shall have sixty (60) days after receipt from Seller to accept or reject such offer. If, during the required time period, Buyer does not either accept or reject the offer for BESS Augmentation, then for purposes of this Agreement, Buyer shall be deemed to have rejected such offer. If Buyer accepts such offer, the Parties shall enter into good faith negotiations for the amendment of this Agreement to reflect such offer and any intervening Item 14 Page 88 of 226 - 39 - market considerations, and Seller shall use commercially reasonable efforts to coordinate the timing of the BESS Augmentation with Buyer with the goal of optimal timing to accomplish the foregoing goals and minimal interference and disruption to Buyer’s use of the BESS; provided that prior to the mutual agreement and execution of any such amendment, Seller shall have no obligations or liabilities with respect to the BESS Augmentation. Section 3.11 Failure to Reach PV Contract Capacity or BESS Contract Capacity. (a) If, at Commercial Operation, the Installed PV Capacity is less than one hundred percent (100%) of the PV Contract Capacity, then (i) the PV Contract Capacity shall be reduced to the Installed PV Capacity, and (ii) the Annual Contract Quantity shall be reduced in proportion to the Installed PV Capacity relative to the original PV Contract Capacity (such adjustments in the foregoing (i) and (ii), the “PV Shortfall Adjustments”), and Seller shall have ninety (90) days after the Commercial Operation Date (the “PV Capacity Cure Period”) to install additional capacity such that the Installed PV Capacity is equal to (but not greater than) the original PV Contract Capacity. Prior to the expiration of the PV Capacity Cure Period, Seller shall provide Buyer a new certificate substantially in the form attached as Appendix 2 to Appendix L-2 hereto (excepting parts (b) and (d) thereto) specifying the new Installed PV Capacity (an “Updated Installed PV Capacity Certificate”). If Seller fails to deliver an Updated Installed PV Capacity Certificate prior to the expiration of the PV Capacity Cure Period or delivers an Updated Installed PV Capacity Certificate that demonstrates Installed PV Capacity less than the original PV Contract Capacity, then (1) Seller shall pay “PV Capacity Damages” to Buyer in an amount equal to Four Hundred Thousand Dollars ($400,000) for each MW that the original PV Contract Capacity exceeds the Installed PV Capacity within thirty (30) days after the PV Capacity Cure Period, and (2) the PV Shortfall Adjustments shall become permanent based on the Installed PV Capacity (as updated by an Updated Installed PV Capacity Certificate, if applicable) (including, for avoidance of doubt, in the calculation of Delivery Term Security pursuant to Section 5.7(b)). If Seller delivers an Updated Installed PV Capacity Certificate demonstrating Installed PV Capacity equal to the original PV Contract Capacity prior to the expiration of the PV Capacity Cure Period, then the PV Shortfall Adjustments shall no longer apply as of the date of delivery of such Updated Installed PV Capacity Certificate. (b) If, at Commercial Operation, the Installed Storage Capacity is less than one hundred percent (100%) of the BESS Contract Capacity, then (i) the BESS Contract Capacity shall be reduced to the Installed Storage Capacity, (ii) the Guaranteed Dischargeable Energy shall be reduced in proportion to the Installed Storage Capacity relative to the original BESS Contract Capacity, and (iii) the Expected RA Capacity shall be reduced in proportion to the Installed Storage Capacity relative to the original BESS Contract Capacity (such adjustments in the foregoing (i) through (iii), the “BESS Shortfall Adjustments”), and Seller shall have ninety (90) days after the Commercial Operation Date (the “BESS Capacity Cure Period”) to install additional capacity such that the Installed Storage Capacity is equal to (but not greater than) the original BESS Contract Capacity. Prior to the expiration of the BESS Capacity Cure Period, Seller shall provide Buyer a new certificate substantially in the form attached as Appendix 2 to Appendix L-2 hereto (excepting part (a) thereto) specifying the new Installed Storage Capacity (an “Updated Installed Storage Capacity Certificate”). If Seller fails to deliver an Updated Installed Storage Capacity Certificate prior to the expiration of the BESS Capacity Cure Period or delivers an Updated Item 14 Page 89 of 226 - 40 - Installed Storage Capacity Certificate that demonstrates Installed Storage Capacity less than the original BESS Contract Capacity, then (1) Seller shall pay “BESS Capacity Damages” to Buyer in an amount equal to Four Hundred Thousand Dollars ($400,000) for each MW that the original BESS Contract Capacity exceeds the Installed Storage Capacity within thirty (30) days after the BESS Capacity Cure Period, and (2) the BESS Shortfall Adjustments shall become permanent based on the Installed Storage Capacity (as updated by an Updated Installed Storage Capacity Certificate, if applicable) (including, for avoidance of doubt, in the calculation of Delivery Term Security pursuant to Section 5.7(b)). If Seller delivers an Updated Installed Storage Capacity Certificate demonstrating Installed Storage Capacity equal to the original BESS Contract Capacity prior to the expiration of BESS Capacity Cure Period, then the BESS Shortfall Adjustments shall no longer apply as of the date of delivery of such Updated Installed Storage Capacity Certificate. (c) The Parties agree that the damages that Buyer would incur due to Seller’s failure to achieve Commercial Operation at the PV System Capacity or the BESS Contract Capacity, as the case may be, would be difficult or impossible to predict with certainty and it is impractical or difficult to assess actual damages in those circumstances, but the PV Capacity Damages and the BESS Capacity Damages are a fair and reasonable calculation of such damages, and the sole remedy, for Seller’s failure to achieve Commercial Operation at the PV System Capacity or the BESS Contract Capacity as the case may be. (d) Neither PV Capacity Damages nor BESS Capacity Damages shall be offset or reduced by the payment of Project Development Security, Delivery Term Security, Daily Delay Damages, Shortfall Damages or any other form of liquidated damages under this Agreement. ARTICLE IV OPERATION AND MAINTENANCE OF THE FACILITY Section 4.1 General Operational Requirements. Seller shall, at all times: (a) At its sole expense, operate and maintain the Facility in accordance with the Requirements and using commercially reasonable efforts to comply with applicable manufacturer’s and operator’s specifications any published recommendations of the manufacturers and suppliers of the solar panels, battery and other major components of the Facility. (b) At its sole expense, operate and maintain the Facility using a Qualified Operator in accordance with the Requirements; (c) Use qualified and trained personnel for managing, operating and maintaining the Facility and for coordinating with Buyer, and ensure that necessary personnel are available on-site or on-call twenty-four (24) hours per day following the Commercial Operation Date and during the Delivery Term; (d) Use commercially reasonable efforts to operate and maintain the Facility with due regard for the safety, security and reliability of the interconnected facilities and Transmission System; (e) Use commercially reasonable efforts to comply with the operating and maintenance standards recommended or required by the Facility’s equipment suppliers; and Item 14 Page 90 of 226 - 41 - (f) Ensure that the instantaneous AC output from the Facility does not exceed the PV Contract Capacity. Section 4.2 Operation and Maintenance Plan. (a) General. Seller shall (i) devise and implement a plan of inspection, maintenance, and repair for the Facility and the components thereof (including a schedule for such inspections, maintenance and repairs) in order to maintain such equipment in accordance with the Requirements, and (ii) shall keep reasonable records with respect to inspections, maintenance, and repairs thereto. The aforementioned plan and records of such activities shall be available for inspection by Buyer during Seller’s regular business hours upon reasonable notice. (b) After Commercial Operation. Following the Commercial Operation Date, Seller shall provide to Buyer, on a quarterly basis, summaries or redacted versions of any regularly prepared operations and maintenance status reports of the Facility provided to WECC or the Facility Lenders. Section 4.3 Operation and Use of the BESS; Grid Charging. (a) Seller shall procure, install, configure, operate, and maintain the BESS in a manner consistent with meeting all of the BESS Performance Guarantees described in Section 9.6 and Appendix K of this Agreement and shall otherwise cause the BESS to provide the services contemplated herein, and to operate throughout the Agreement Term, in accordance with the terms and conditions of this Agreement. Buyer or Buyer’s agent shall have the sole and exclusive right to schedule or designate the BESS to charge or discharge via the BESS Instructions, subject to the Operating Restrictions, the Grid-Charging Limit and Seller’s right to use the BESS to serve Facility auxiliary/parasitic loads. Other than auxiliary/parasitic loads, Seller shall not dispatch or operate the BESS other than via the BESS Instructions. Seller may use the BESS to provide Energy for Facility station electrical use and to supply Facility auxiliary/parasitic loads, and Seller shall operate the BESS for such purposes in a manner that would materially impact Seller’s ability to satisfy the BESS Performance Guarantees. Seller shall implement safeguards, notices, and advance warning systems into the BESS to prohibit operation of the BESS outside of the limitations set forth in this Section 4.3. (b) Grid Charging. In each applicable Tax Year, Buyer shall have the right to charge the BESS with Grid-Charging Energy up to the Grid-Charging Limit, with all remaining charging Energy to be provided by PV System Energy. Buyer shall indemnify Seller for any loss of the Property Tax Exclusion for the Property to the extent caused by Buyer’s charging of the BESS with Grid-Charging Energy in excess of the Grid-Charging Limit in any such Tax Year. Buyer shall have the exclusive responsibility at its own cost and expense to arrange for, schedule, and to deliver, transmit and transfer to Seller at the Point of Delivery all Grid-Charging Energy for the BESS. As between the Parties, Buyer shall be deemed to be in exclusive control (and responsible for any damages or injury caused thereby) of all Grid-Charging Energy prior to the Point of Delivery, and Seller shall be deemed to be in exclusive control (and responsible for any damages or injury caused thereby) of all Grid-Charging Energy at and from the Point of Delivery. Seller shall accept all Grid-Charging Energy for the BESS delivered to the Point of Delivery in accordance with the terms of this Agreement. Seller shall use commercially reasonable efforts to Item 14 Page 91 of 226 - 42 - coordinate with Buyer and Buyer’s agent to ensure that Seller’s Generator Interconnection Agreement contains provisions authorizing Seller to use and operate the BESS in the manner contemplated by this Agreement (including as to Grid-Charging Energy). Seller shall track and provide Buyer a report with the amount of Grid-Charging Energy used to charge the BESS each month during each Tax Year. Section 4.4 Outages. (a) Unless otherwise agreed, subject to compliance with Section 4.4(b), Seller shall be permitted to reduce deliveries of Product during any Scheduled Outage. To the extent notice is not already required under the terms hereof, Seller shall notify Buyer as soon as practicable of any extensions to any Scheduled Outage and expected end dates thereof. Between June 1st and September 30th, Seller shall not schedule non-emergency maintenance that reduces the PV System Energy or the BESS Contract Capacity of the BESS, unless (1) (i) such Scheduled Outage complies with the CAISO Tariff and all applicable rules and regulations of CAISO, (ii) is required to avoid damage to the Facility, (iii) such maintenance is necessary to maintain equipment warranties and cannot be scheduled outside the period of June 1st to September 30th, and (iv) such Scheduled Outage is required in accordance with Prudent Utility Practices, or (2) the Parties agree otherwise in writing. (b) Buyer and Seller shall cooperate to minimize Scheduled Outages during specified periods of time during each calendar year in accordance with Prudent Utility Practices and this Section 4.4 (such periods, the “Major Maintenance Blockout”). No later than ninety (90) days prior to the anticipated Commercial Operation Date and the commencement of each Contract Year thereafter, Buyer shall provide Seller with its specified Major Maintenance Blockout. In the absence of such updated notification, the most recent previous Major Maintenance Blockout notification shall apply. Seller shall attempt to minimize its Scheduled Outages during the Major Maintenance Blockout consistent with Prudent Utility Practices; provided that Seller shall be permitted to perform scheduled and unscheduled maintenance on the Facility during Major Maintenance Blockouts during such hours when solar irradiance levels are insufficient to permit the production of Energy, if such maintenance is permitted under the CAISO Tariff and conducted in accordance with all applicable Requirements (including, for avoidance of doubt, the requirements of the Transmission Provider). In addition, prior to the anticipated Commercial Operation Date, and for each calendar year thereafter, Seller shall provide the CAISO and Buyer with its non-binding written projection of all Scheduled Outages for the succeeding calendar year no later than fifteen (15) days prior to the deadline for providing the CAISO with proposed maintenance outages for the following year as described in the CAISO Tariff (the “Scheduled Outage Projection”) reflecting a minimized schedule of scheduled maintenance during the Major Maintenance Blockout. In addition, Seller shall cooperate in good faith with maintenance scheduling requests by Buyer consistent with Prudent Utility Practices. The Scheduled Outage Projection shall include information concerning all projected Scheduled Outages during such period, including (A) the anticipated start and end dates of each Scheduled Outage; (B) a description of the maintenance or repair work to be performed during the Scheduled Outage; and (C) the anticipated MW of operational capacity of the PV System, the BESS and the Facility, if any, during the Scheduled Outage. Seller shall use commercially reasonable efforts to notify Buyer of any change in the Scheduled Outage Projection as soon as practicable, but in no event later than sixty (60) days prior to the newly scheduled date for the Scheduled Outage. Seller shall use Item 14 Page 92 of 226 - 43 - commercially reasonable efforts to accommodate reasonable requests of Buyer with respect to the timing of Scheduled Outages and shall, to the extent feasible and consistent with Prudent Utility Practices, (x) arrange for Scheduled Outages to occur between October 1 and May 1 of each year (or such other period as reasonably determined by Buyer from time to time) and coincident with planned transmission outages, but not to overlap with the Major Maintenance Blockout and (y) cause not more than fifty percent (50%) of the PV Contract Capacity to be unavailable during any Scheduled Outages. In the event of a System Emergency, Seller shall use commercially reasonable efforts to reschedule any Scheduled Outage previously scheduled so that it occurs during the System Emergency. (c) Seller shall report all outages, including all Forced Outages and Scheduled Outages, to CAISO in accordance with the CAISO Tariff and all applicable rules and regulations of CAISO. In addition, Seller shall notify Buyer immediately upon identification of a situation likely to result in a Forced Outage occurring within a twenty-four (24) hour period that is likely to cause or require removal of the PV System, the BESS or the Facility from service, or a reduction in the maximum output capability of the PV System, the BESS or the Facility by one (1) MW or more from the value most recently recorded in the Web Outage Management System for the CAISO. For all other Forced Outages, Seller shall provide Buyer with as much advance notice as practicably possible, but in all cases, shall notify Buyer and the CAISO within thirty (30) minutes after the commencement of the Forced Outage. Seller shall provide detailed information concerning each Forced Outage, including (i) the start and anticipated end dates of the Forced Outage; (ii) a description of the cause of the Forced Outage; (iii) a description of the maintenance or repair work to be performed during the Forced Outage; and (iv) the anticipated MW of operational capacity, if any, during the Forced Outage. Seller shall exercise commercially reasonable efforts to avoid Forced Outages and to limit the duration and extent of any such outages. (d) In addition to the requirements set forth in Section 4.4(a), Section 4.4(b) and Section 4.4(c), the Parties shall cooperate to develop mutually acceptable procedures for addressing Scheduled Outages and any other outages arising in connection with the Facility. (e) In the event of any inconsistency between the provisions in this Section 4.4 and any applicable requirements of CAISO, such CAISO requirements shall govern. ARTICLE V COMPLIANCE DURING CONSTRUCTION AND OPERATIONS; SECURITY Section 5.1 In General. (a) Facility Covenants. Seller shall perform, or cause to be performed, all development, engineering, design and construction of the Facility in a good and workmanlike manner and in accordance with the Requirements. Seller shall obtain from the manufacturers of the equipment installed in the PV System and the BESS warranties and performance guarantees of commercially reasonable terms of years and sufficient to allow Seller to meet the performance guarantees set forth in this Agreement. Seller shall not create, incur, assume or permit to exist any Lien other than Permitted Encumbrances on any portion of the Facility or the Site without the prior written approval of Buyer. Seller shall, throughout the Delivery Term, monitor the operation and maintenance of the Facility to ensure that the Facility, and said operation and maintenance, is, and Item 14 Page 93 of 226 - 44 - will be, in material compliance with all standards, reports, studies, Permits, Prudent Utility Practices, and other Requirements applicable to the Facility, Seller’s Quality Assurance Program, and any other provisions of this Agreement. Without limiting the foregoing, Seller shall use commercially reasonable efforts to promptly repair and/or replace, consistent with Prudent Utility Practice, any material component of the Facility that may be damaged or destroyed or otherwise not operating properly and efficiently. Seller shall exercise commercially reasonable efforts to timely undertake all updates or modifications to the Facility, and its equipment and materials, including procedures, programming and software, required by Prudent Utility Practice. Seller shall, at its expense, maintain throughout the Agreement Term an inventory of spare parts for the Facility in a quantity that is consistent with applicable manufacturers’ recommendations and Prudent Utility Practice. (b) Equipment Suppliers. Seller shall only engage with suppliers of the solar panels and batteries to be incorporated into the Facility that are approved by Seller’s Tax Equity Investors and/or Facility Lenders. Section 5.2 Buyers’ Rights to Monitor in General. Buyer shall have the right, and Seller shall permit Buyer and its Authorized Representative, advisors, engineers and consultants, upon reasonable advance notice to observe, inspect, review and monitor all construction, operations and activities of the Facility, including (a) reviewing and monitoring (x) the installation of the equipment, start up and testing, and Commercial Operation of the Facility, and (y) all initial performance tests during Facility start-up and all tests required under the Subcontracts to be performed prior to each Milestone and achievement of Commercial Operation and (b) performing such detailed examinations and inspections at the Site as, in the judgment of Buyer, are appropriate and advisable to determine that the Facility equipment and ancillary components of the Facility have been installed in accordance with the Requirements and (c) making notes about and copying all non-confidential or non-proprietary documents, drawing, plans, specifications, permits, test results, and information as Buyer may reasonably request; provided that such activities on the part of Buyer and its Authorized Representative shall be coordinated with Seller so as to not interfere with the construction or operation of the Facility. Seller shall provide Buyer at least ten (10) Business Days prior notice of the commencement of any performance tests (or promptly following Seller becoming aware of the scheduling of any such performance tests if scheduled less than ten (10) Business Days in advance). Seller shall cause its personnel, consultants, and contractors to be available to, and cooperate in all reasonable respects with, Buyer and its Authorized Representative, advisors, engineers, and consultants at reasonable times and with prior notice for purposes of Buyer’s exercise of its rights under this Section 5.2; provided that in no event shall Seller be required to reschedule any such tests should Buyer or its representatives not be available on the scheduled date for such tests. Upon any visit to the Site, Buyer and its representatives shall: (i) not interfere with the orderly progression of the work on Site or operation of the Facility; (ii) follow Seller’s rules and policies with respect to safety and protection of property and the environment; and (iii) be escorted while on the Site by an employee or other representative of Seller. Without limiting Seller’s obligations under Section 14.19, the presence of Buyer, its representatives or both on the Site shall be at Buyer’s sole expense and risk. From and after the Commercial Operation Date, except in the event of a System Emergency, Seller shall accommodate Buyer’s requests to visit the PV System or the Facility during Seller’s regular business hours upon reasonable notice. Item 14 Page 94 of 226 - 45 - Section 5.3 Effect of Review by Buyer. Any review by Buyer or a Buyer’s Authorized Representative of the design, construction, engineering, operation or maintenance of the Facility, or observation of any testing, is solely for the information of Buyer. Buyer shall have no obligation to share the results of any such review or observations with Seller, nor shall any such review or the results thereof (whether or not the results are shared with Seller), nor any failure to conduct any such review, nor any observation of testing or failure to observe testing, relieve Seller from any of its obligations under this Agreement. By making any such review or observing any such testing, Buyer makes no representation as to the economic and technical feasibility, operational capability or reliability of the Facility. Seller shall in no way represent to any third party that any such review by Buyer or Buyer’s Authorized Representative of the Facility thereof, including any review of the design, construction, operation or maintenance, is a representation by Buyer as to the economic and technical feasibility, operational capability or reliability of the Facility. Seller is solely responsible for the economic and technical feasibility, operational capability and reliability thereof. Section 5.4 Compliance with Standards. (a) Seller shall cause the Facility and all parts thereof to be designed, constructed, tested, operated and maintained to meet all of the requirements of this Agreement, all applicable requirements of the latest revision of the ASTM, ASME, AWS, EPA, EEI, IEEE, IEC, ISA, National Electrical Code, National Electric Safety Code, OSHA, Uniform Building Code, Uniform Plumbing Code, Underwriters Laboratory Standards, National Fire Protection Agency as well as the applicable local County Fire Department Standards of the applicable county, NERC Reliability Standards, as applicable, and other codes and standards and operations and maintenance requirements applicable to the services, equipment, and work as generally shown in this Agreement, as well as all applicable Requirements of Law not specifically mentioned in this Section 5.4, including any presidential executive order, prohibition order, or other guidance by the U.S. government restricting the use of equipment supplied by vendors or manufacturers located in or controlled by foreign adversary countries that might be used to harm the U.S. bulk-power system; provided that, for the avoidance of doubt, Seller shall use commercially reasonably efforts, but shall not be obligated, to comply with any non-mandatory recommendations, or voluntary best practices, in any of the foregoing so long as Seller follows Prudent Utility Practices. Seller shall comply with all reporting requirements for the Facility required under Requirements of Law (including providing such information to Buyer as required thereunder). (b) Seller shall cause all of its personnel and systems to adhere to any physical and cyber-related security policies, standards, requirements, and procedures applicable to the Facility under Requirements of Law and Prudent Utility Practices, including requirements that may be imposed by FERC, NERC, WECC, the United States Department of Energy, the EPA, or the United States Department of Homeland Security, as well as any applicable cyber-related policies and procedures of Buyer notified to Seller. Seller shall implement and maintain security measures reasonably consistent with the foregoing designed to (i) ensure the security and confidentiality of Buyer’s Confidential Information, (ii) prohibit unauthorized access to Buyer’s Confidential Information stored on or procured through servers, equipment, or repositories used by Seller or otherwise handled by Seller, (iii) protect against any anticipated threats or hazards to the security and integrity of Buyer’s Confidential Information, and (iv) ensure the proper disposal of Buyer’s Confidential Information. Item 14 Page 95 of 226 - 46 - Section 5.5 Quality Assurance Program. Seller agrees to maintain and comply with a written quality assurance policy (“Quality Assurance Program”) attached hereto as Appendix G, and Seller shall cause all work performed on or in connection with the Facility to materially comply with said Quality Assurance Program. Section 5.6 Reporting and Information. Following the Commercial Operation Date, Seller shall provide to Buyer (a) monthly reports in a form to be agreed upon by Buyer and Seller, that include, but are not limited to, (i) a month and year to date performance summary for the Facility on MWh, capacity factor, actual vs. expected generation, Grid-Charging Energy, availability, (ii) an operational summary including weather for the month, reasons for downtime, scheduled maintenance and repairs, curtailment events, safety, and (iv) a summary of any environmental issues or concerns and (b) quarterly reports in a form to be agreed upon by Buyer and Seller regarding the operations and maintenance of the Facility; provided that Seller shall be deemed to have satisfied this obligation during any quarter in which Seller provides to Buyer the reports set forth in Section 4.2(b). Seller shall have no obligation to report any information subject to any confidentiality protections imposed by applicable law or a confidential settlement proceeding or agreement. Section 5.7 Performance Security. (a) Within ten (10) days after the Vesting Date, Seller shall deliver to Buyer an Acceptable Form of Performance Assurance in the amount of One Hundred Dollars ($100)/kW of PV Contract Capacity (Eleven Million Seven Hundred Thousand Dollars ($11,700,000) in the aggregate), which Acceptable Form of Performance Assurance shall secure Seller’s obligations under this Agreement prior to the achievement of the Commercial Operation Date (the “Project Development Security”). The Project Development Security amount shall be recalculated inclusive of the BESS Contract Capacity upon final determination of the BESS Contract Capacity pursuant to Appendix A-2, and such additional Project Development Security shall be provided by Seller within ten (10) days following a final determination to construct the BESS in accordance with Appendix A-2. For the avoidance of doubt, if the BESS is included in the Facility, the BESS Contract Capacity shall be used for the re-calculation of the Project Development Security and the calculation of Delivery Term Security. Seller shall maintain the Project Development Security until the Commercial Operation Date, or until Buyer is required to return the Project Development Security under Section 5.7(c) or any other provision of this Agreement. (b) As a condition to the achievement of the Commercial Operation Date, Seller shall deliver to Buyer an Acceptable Form of Performance Assurance in the amount of One Hundred Fifty Dollars ($150)/kW of PV Contract Capacity (Seventeen Million Five Hundred Fifty Thousand Dollars ($17,550,000) in the aggregate), which shall be recalculated upon determination of the BESS Contract Capacity pursuant to Appendix A-2, which Acceptable Form of Performance Assurance shall secure all Seller’s obligations under this Agreement from and after the Commercial Operation Date, (the “Delivery Term Security”). Seller shall maintain the Delivery Term Security in the required amount until the end of the Delivery Term or until Buyer is required to return the Delivery Term Security to Seller as set forth in Section 5.7(c). Seller shall not be required to replenish additional amounts drawn on the Project Development Security in excess of an aggregate amount equal to fifty percent (50%) of the Project Development Security. Item 14 Page 96 of 226 - 47 - (c) Buyer shall return the unused portion of the (i) Project Development Security, if any, to Seller promptly after: (A) the later of (1) Seller’s provision of the Delivery Term Security, unless Seller elects to apply the Project Development Security toward the Delivery Term Security and (2) the payment of all Daily Delay Damages due and owing to Buyer or (B) the effective date of any early termination of the Agreement by Buyer promptly upon payment of all damages due and owing to Buyer, and (ii) Delivery Term Security, if any, to Seller promptly after: (A) the Agreement Term has ended, and (B) all obligations of Seller arising under this Agreement are paid (whether directly or indirectly such as through set-off or netting) or performed in full. (d) Buyer may draw on the Performance Security (i) at any time following Seller’s failure to timely pay Daily Delay Damages when due hereunder in the amount of such Daily Delay Damages or any other liquidated damages provided for hereunder, (ii) upon Seller’s failure to pay Buyer the Shortfall Damages prior to the end of the Shortfall Makeup Period as provided in Section 9.3, (iii) upon Seller’s failure to make any other payment due to Buyer hereunder in the amount of such unpaid payment, including any Termination Payment or (iv) upon the occurrence and during the continuation of any event of Default to pay all amounts due to Buyer hereunder at such time and all damages, costs, losses, expenses and other liabilities incurred by Buyer or its Indemnitees resulting from such event of Default. Buyer may draw all or any part of such amounts due to Buyer from any form of security provided under this Section 5.7, and in any sequence, Buyer may elect, in its sole discretion. Any failure of, or delay by, Buyer in electing to draw any amount from the Performance Security shall in no way prejudice Buyer’s rights to subsequently recover such amounts from the Performance Security or in any other manner. Within five (5) Business Days following any draw by Buyer on the Delivery Term Security, Seller shall replenish the amount drawn such that the Delivery Term Security is restored to the applicable amount set forth in Section 5.7(b), other than in connection with termination of this Agreement. (e) Seller shall notify Buyer of the occurrence of a Downgrade Event within five (5) Business Days after obtaining knowledge of the occurrence of such event. Buyer shall notify Seller if at any time Buyer is directed by a Governmental Authority to terminate any relationship with the issuer of any Performance Security. If at any time there shall occur a Downgrade Event or Seller receives notice of Buyer’s termination of its relationship with the issuer of any Performance Security, Seller shall replace such Performance Security within ten (10) Business Days after such Downgrade Event or receipt of such notice. Such replacement security shall meet the requirements of this Section 5.7. If the replacement Performance Security is not provided by Seller, Buyer shall have the right to demand payment of the full amount of the Performance Security, and Buyer shall retain such amount in order to secure Seller’s obligations under this Agreement; provided that if and to the extent such amount exceeds payment and performance in full of all of Seller’s obligations under this Agreement, Buyer shall refund the excess to Seller promptly after all such obligations of Seller under this Agreement have been paid or performed in full. (f) The Project Development Security shall remain in place from the date it is effective in accordance with clause (a) above until the Commercial Operation Date and the Delivery Term Security shall remain in place continuously for the entire Delivery Term (except, in each case, to the extent drawn upon as provided herein). If any Performance Security is in the form of a letter of credit expiring before the Commercial Operation Date (in the case of Project Development Security) or the end of the Delivery Term (in the case of Delivery Term Security), Item 14 Page 97 of 226 - 48 - Seller shall cause their renewal or extension for additional consecutive terms of three hundred sixty (360) Days or more (or, if shorter, the remainder of the time such Performance Security must remain in place in accordance with the prior sentence) no later than thirty (30) Days prior to each expiration date of such letter(s) of credit and written proof of such renewal shall be provided to Buyer as soon as practicable thereafter, but in no event later than fifteen (15) Days prior to the expiration of the same. If any such letter of credit is not renewed or extended as required herein or does not constitute an Acceptable Form of Performance Assurance, Buyer shall have the right to draw immediately upon the entire amount of such letter of credit and to place the amounts so drawn which shall thereafter be treated by Buyer as Performance Security hereunder, at Seller’s cost and with Seller’s funds, in an account controlled by Buyer until and unless Seller provides a substitute Acceptable Form of Performance Assurance. (g) Seller shall, from time to time as requested by Buyer’s Authorized Representative, execute, acknowledge, record, register, deliver and file all such notices, statements, instruments and other documents as may be necessary to render fully valid, perfected and enforceable under all Requirements of Law the Performance Security and the rights, Liens and priorities of Buyers with respect to such Performance Security. Notwithstanding the other provisions of this Agreement, but subject to the cap in Section 14.19(e), the Performance Security: (i) constitutes security for, but is not a limitation of, Seller’s obligations under this Agreement, and (ii) shall not be Buyers’ exclusive remedy against Seller for Seller’s failure to perform in accordance with this Agreement. ARTICLE VI PURCHASE AND SALE OF PRODUCT Section 6.1 Deliveries; Purchases by Buyer. (a) Seller shall deliver to Buyer, and Buyer or its designee shall receive from Seller under this Agreement, the Delivered Energy at the Point of Delivery. Notwithstanding anything to the contrary contained in this Agreement, Buyer shall be under no obligation to purchase, receive or pay for any PV System Energy in excess of the Maximum Delivery Rate. Seller shall use commercially reasonable efforts to achieve the Annual Contract Quantity in each Contract Year. (b) Seller shall sell and deliver, and Buyer shall purchase and accept, all PV Delivered Energy delivered under Section 6.1(a) at the Contract Price. Seller assumes that the PV System and the BESS will qualify for the ITC at thirty percent (30%). If the PV System and/or the BESS qualifies for, and Seller receives and is able to monetize (through Tax Equity Financing or otherwise), an additional ten (10) percentage points in its (i) ITC percentage due to Section 48(a)(12) or 48E(a)(3)(B) of the Code (the “ITC Domestic Content Adder”), or (ii) PTC percentage due to Section 45(b)(9) or 45Y(g)(11) of the Code, as amended by the Inflation Reduction Act (the “PTC Domestic Content Adder”), Seller shall notify Buyer of such qualification. (i) If the PV System qualifies for, and Seller receives and is able to monetize (through Tax Equity Financing or otherwise), the ITC Domestic Content Adder, the applicable Contract Price for PV Delivered Energy shall be reduced by an amount that reflects a sharing of Item 14 Page 98 of 226 - 49 - the benefits of the ITC Domestic Content Adder split sixty-five percent (65%) and thirty-five percent (35%) between the Buyer and Seller, respectively, which benefit shall be calculated as a per MWh reduction in the Contract Price as reasonably determined by Seller. (ii) If the BESS qualifies for, and Seller receives and is able to monetize (through Tax Equity Financing or otherwise), the ITC Domestic Content Adder, the BESS Capacity Price shall be reduced by an amount that reflects a sharing of the benefits of the ITC Domestic Content Adder split sixty-five percent (65%) and thirty-five percent (35%) between the Buyer and Seller, respectively, calculated as a per kW-month reduction in the BESS Capacity Price as reasonably determined by Seller. (iii) If prior to March 31, 2024, Seller elects to use the PTC instead of the ITC pursuant to Section 3.8, the applicable Contract Price, Contract Price Floor and Contract Price Ceiling for PV Delivered Energy shall be reduced in the amount of Two Dollars ($2.00)/MWh and this Agreement shall be amended pursuant to the amendment attached hereto as Appendix R. If the PV System qualifies for, and Seller receives and is able to monetize (through Tax Equity Financing or otherwise), the PTC Domestic Content Adder, the Contract Price for PV Delivered Energy shall be reduced by an amount that reflects a sharing of the benefits of the PTC Domestic Content Adder split sixty-five percent (65%) and thirty-five percent (35%) between the Buyer and Seller, respectively, calculated as a per MWh reduction in the Contract Price as reasonably determined by Seller. (iv) Seller’s determination of whether the PV System and/or the BESS qualify for either the ITC Domestic Content Adder or the PTC Domestic Content Adder may be made at any time within one (1) year following the Commercial Operation Date. If, after the Commercial Operation Date, Seller determines that the PV System and/or the BESS are so qualified and Seller receives and is able to monetize (through Tax Equity Financing or otherwise) such ITC Domestic Content Adder or the PTC Domestic Content Adder, then Seller shall (1) make available to Buyer and the Participating Members (A) reasonably detailed documentation describing the calculation of Seller’s benefit from the ITC Domestic Content Adder and/or PTC Domestic Content Adder, as applicable, and the sharing thereof as between Buyer and Seller, and (B) an audit report of an independent national accounting firm engaged by Seller to audit such documentation at Seller’s sole cost and expense; provided that “make available” as used in this part (1) shall mean to make visually available to Buyer and the Participating Members on a secure portal (e.g., sharepoint) during a reasonable period of review in a manner that prevents downloading, copying or otherwise enables the documents to come into the physical or electronic possession of Buyer or the Participating Members, and (2) pay Buyer a one-time payment of the difference between the Contract Price for PV Delivered Energy or the BESS Capacity Price, as applicable, and the reduced price as described in this Section 6.1(b) and/or Appendix R for the PV Delivered Energy or BESS Contract Capacity, as applicable, supplied by Seller during the period from the Commercial Operation Date until the date on which Seller determines that the PV System and/or the BESS qualify for the ITC Domestic Content Adder or the PTC Domestic Content Adder, as applicable (the “Domestic Content Adder True Up”). The Domestic Content Adder True Up shall be payable by Seller to Buyer within sixty (60) days after the date on which the Parties agree in writing to the amount owing pursuant to this Section 6.1(b) plus interest thereon at the Interest Rate from the Commercial Operation Date until the date of payment. Item 14 Page 99 of 226 - 50 - (c) During each Month, Buyer shall pay the BESS Capacity Payment to Seller. Section 6.2 Third Party Sales. Except as provided in ARTICLE IX, in no event shall Seller have the right to procure Energy from sources other than the Facility for sale and delivery pursuant to this Agreement. Except as provided in the last sentence of Section 3.5(a)(iv), during the Agreement Term and subject to the terms and conditions of this Agreement, all of the Energy from the Facility (and associated Environmental Attributes and Capacity Rights) shall be dedicated to Buyer. Except with the prior written consent of Buyer as provided in the last sentence of Section 3.5(a)(iv), Seller shall not sell or otherwise transfer all or any part of the Products required to be delivered by Seller under this ARTICLE VI, ARTICLE VII, ARTICLE VIII or ARTICLE X. An intentional violation of this Section 6.2 shall be an immediate Default, and in addition to any other rights and remedies available to it under Section 13.2, Seller shall pay Buyer, on the date payment would otherwise be due to Seller, an amount for each MWh of such deficiency equal to the positive difference, if any, obtained by subtracting (A) the price per MWh that would have been payable by Buyer for the Energy had such Energy been delivered to the Point of Delivery as PV Delivered Energy from (B) the sum of (1) the Market Price Index for such Energy and (2) the Green Value associated therewith (the “Third Party Sale Replacement Price”). Buyer shall provide Seller prompt written notice of the Third Party Sale Replacement Price, together with back-up documentation (including reasonable documentation as to the foregoing calculation and each component thereof). The remedy set forth in this Section 6.2 is in addition to, and not in lieu of, any other right or remedy of Buyer, under this Agreement or otherwise, for failure of Seller to sell and deliver the Products as and when required by this Agreement. ARTICLE VII TRANSMISSION AND SCHEDULING; TITLE AND RISK OF LOSS; COMPLIANCE Section 7.1 Transmission and Interconnection. Seller shall (a) arrange and be responsible for any Transmission Services required to transmit and deliver Delivered Energy to the Point of Delivery and Replacement Energy to the Point of Delivery, or a different point of interconnection with the CAISO grid mutually agreed between the Parties, and (b) arrange and pay for the interconnection of the Facility to the CAISO grid, including all costs, expenses, fees, charges, and other amounts associated therewith. If the Real-Time LMP at such point of interconnection is less than the Real-Time LMP at the Point of Delivery, Seller shall pay Buyer the difference between the Real-Time LMP at the Point of Delivery and the Real-Time LMP at the alternative point of interconnection. Section 7.2 Scheduling Coordinator; CAISO Cost Allocation. Buyer or Buyer’s designee shall act as Scheduling Coordinator for the Facility and shall Schedule all Energy from the Facility on a day-ahead and real-time basis in accordance with the Scheduling Procedures, this Agreement, and all CAISO and other applicable requirements. Seller shall cause the Facility to have two (2) separate resource IDs with CAISO for Scheduling purposes (one ID for each of the PV System and the BESS), unless the BESS is not included as part of the Facility pursuant to Appendix A-2 of this Agreement, in which case the Seller shall cause the Facility to have one (1) resource ID. Buyer shall be financially responsible for all costs, expenses, fees, charges, credits, penalties, sanctions, and other amounts associated with Scheduling the Delivered Energy into the CAISO grid, the charging energy from the CAISO grid, and the discharging energy into the CAISO grid, other than any such costs, expenses, fees, charges, credits, penalties, sanctions, and other Item 14 Page 100 of 226 - 51 - amounts incurred by Buyer as a result of Seller’s failure to (a) perform any covenant under this Agreement, including but not limited to the failure to provide required notices for outages of the Facility, or Seller’s failure to comply with any curtailment order or any data request or (b) comply with any CAISO Tariff requirements, provided, Seller shall be entitled to any payments and is responsible for any liabilities, on a pass through basis, under CAISO’s RAAIM Program. Seller shall pay Buyer for Buyer or Buyer’s designee to act as the Scheduling Coordinator One Hundred Thousand Dollars ($100,000) per Contract Year (adjusted pro rata for the number of days in the first and last Contract Years), which amount shall be increased by two percent (2%) in each Contract Year following the first Contract Year. Section 7.3 Forecasting and Scheduling of Energy. (a) Except upon the occurrence of a curtailment under Section 7.4, Buyer, as the Scheduling Coordinator, shall Schedule all Delivered Energy in accordance with the Scheduling Procedures, Operating Restrictions, the CAISO Tariff, NERC and WECC operating policies and criteria, and any other applicable guidelines, based on either the then-most-current forecast of energy provided under the Variable Energy Resource Forecast, or Seller’s daily forecasts under Section 7.3(c). Seller, at its own cost, shall install metering, telemetry and control equipment so as to be able to provide Delivered Energy to the Point of Delivery and respond to CAISO, Transmission Provider, or reliability coordinator’s dispatch orders. (b) Seller will take all actions, at its sole cost and expense, required to comply with the Eligible Intermittent Resources Protocol and the New Resource Implementation Process. Whenever applicable, Seller shall comply with EIRP and NRIP and all additional tariffs and protocols issued by the CAISO relating to eligible intermittent resources, non-generator resources, or storage facilities during the Delivery Term. (c) Seller shall provide, or shall cause its designee to provide, the following non-binding forecasts, and any updates to such forecasts, to the Scheduling Coordinator and Buyer based on the most current forecast of PV Delivered Energy and Replacement Product: (i) At least one hundred twenty (120) days before (a) the scheduled Commercial Operation Date and (b) the beginning of each Contract Year, a non-binding forecast of each Month’s average day deliveries of Delivered Energy and Replacement Product from the Facility, for the following eighteen (18) Months. (ii) No later than sixty (60) days before the beginning of each Month during the Delivery Term, a non-binding forecast of each day’s average hourly deliveries of Delivered Energy and Replacement Product, for such Month. (iii) No later than ten (10) Business Days before the beginning of each Month during the Delivery Term, a non-binding forecast of each day’s average hourly deliveries of PV Delivered Energy and Replacement Product for the following Month. (iv) On the first Business Day of each calendar week during the Delivery Term, a non-binding forecast of each day’s average deliveries of Delivered Energy and Replacement Product, by hour, for the following fourteen (14) days. Item 14 Page 101 of 226 - 52 - (v) By 5:30 a.m. Pacific Prevailing Time on the Business Day immediately preceding each day of delivery of PV Delivered Energy and Replacement Product during the Delivery Term, a copy of a non-binding hourly forecast of deliveries of PV Delivered Energy and Replacement Product for each hour of the immediately succeeding day. Any forecast provided on a day prior to any non-Business Day shall include forecasts for the immediate day, each succeeding non-Business Day and the next Business Day. Seller shall, by 10:00 a.m. Pacific Prevailing Time, provide to the Scheduling Coordinator and Buyer a copy of any updates to such forecast indicating a change in forecasted PV Delivered Energy from the then-current forecast. (vi) Prior to 12:00 p.m. Pacific Prevailing Time of the Business Day immediately preceding each WECC Prescheduling Day (as defined by WECC) for each hour of the Delivery Day (as defined by WECC) in MW or MWh units (as applicable), in the format reasonably acceptable to Buyer, a non-binding preschedule forecast of PV Delivered Energy and Replacement Product via email. The pre-scheduled amounts of PV Delivered Energy and Replacement Product shall be the good faith estimate of Seller or Seller’s designee of the anticipated delivery of PV Delivered Energy and Replacement Product at the time. A forecast provided a day prior to any non-Business Day shall include forecasts for the next day, each succeeding non-Business Day and the next Business Day. Seller or Seller’s designee shall provide a copy of any and all updates to the forecast of the Facility’s availability from the then-current forecast. Except for Forced Outages, Seller shall operate the Facility with the objective that, for each hour scheduled, the actual Facility availability shall be maintained in accordance with the pre-schedule plan submitted by Buyer to Seller in accordance with the Scheduling Procedures. (d) Seller shall notify the Scheduling Coordinator and Buyer via email, telephone, or other mutually acceptable method, of any hourly changes due to a change in Facility availability or an outage no later than one hundred five (105) minutes prior to the start of such Scheduling hour, or such other limit as specified in the CAISO Tariff. Seller shall notify the Scheduling Coordinator and Buyer of other unanticipated changes in availability by email or telephone as promptly as reasonably possible. Any notice delivered under this Section 7.3(d) shall include the reason for the outage and an estimated duration of the outage. Once the outage has ended, Seller shall notify Buyer that the outage has ended, the cause of the outage, and the actions taken to resolve the outage in order for the CAISO outage report to be updated accordingly. (e) Seller shall develop, install and maintain all communications systems necessary for the operation of the Facility in accordance with Prudent Utility Practices, including communications systems that provide for (w) the receipt and following of automated dispatch instructions from the CAISO, (x) enabling of automated generation control capability for Ancillary Services, (y) an online-based user interface for Buyer to monitor the BESS status in real time, including the BESS’ state of charge and all other relevant operating parameters of the BESS, and (z) data feed between the PV System and the BESS. No later than ninety (90) days prior to the date on which Startup and Test Energy is first received from the Facility, Buyer and Seller shall agree upon a communications protocol with respect to the matters set forth in the foregoing sentence, clauses (i)-(iv) below, and such other matters concerning communications to or from the BESS as Seller and Buyer shall deem appropriate (the “BESS Communication Protocol”). Commencing on the first date on which Startup and Test Energy is received from the Facility, and continuing throughout the Delivery Term, Seller shall provide to Buyer the following data on a Item 14 Page 102 of 226 - 53 - real-time basis, upon request and in a format that reasonably allows Buyer to copy, paste or otherwise use such data: (i) Read-only access via secure login credentials for information collected by the SCADA system related to (A) availability of the BESS for Energy that is charged and discharged, and (B) state of charge, grid charging, operating modes, and set points of the BESS; (ii) Read-only access to meteorological and related solar measurements, megawatt capacity and any other Facility availability information required in accordance with EIRP requirements; (iii) Read-only access via secure login credentials to Energy output information collected by the SCADA system for the Facility; provided that if Buyer is unable to access the Facility’s SCADA system, then upon written request from Buyer, Seller shall provide energy output information to Buyer in five (5) minute intervals in a format and on a frequency acceptable to Buyer. Seller shall store such information for up to three (3) months after delivery thereof to Buyer; and (iv) Read-only access to all Electric Metering Devices (including the PV Energy Meter, the BESS Energy Meter and the Electric Metering Device at the Point of Interconnection). (f) Seller will provide Buyer (or its designee) with continuously updated non- binding hourly forecasts of deliveries of PV Delivered Energy and Replacement Product for each hour of the succeeding twenty-four (24)-hour period via an internet website accessible via secure login credentials. Seller shall attempt to optimize the estimates for such time period two (2) hours prior to such forecasts. Seller shall enable such forecasts to be prepared in accordance with mutually agreed upon communications protocols between Seller, Scheduling Coordinator and Buyer as they are implemented or upgraded from time to time in accordance with Prudent Utility Practices. (g) Seller, the Scheduling Coordinator and Buyer shall mutually develop forecasting and Scheduling procedures in addition to those set forth in this Section 7.3, (“Scheduling Procedures”) that allow Buyer to control when it receives PV Delivered Energy and BESS Metered Output from the Facility and that are in compliance with all applicable Requirements and requirements of the Transmission Provider, CAISO, NERC, WECC, and any balancing authority involved in the Scheduling of Energy under this Agreement. Seller and the Scheduling Coordinator shall promptly cooperate with Buyer to make any reasonably necessary and appropriate modifications to the Scheduling Procedures as may be required or requested by Buyer from time to time. Section 7.4 Curtailment. (a) Seller shall reduce deliveries of Delivered Energy to the Point of Delivery immediately upon notice from the CAISO, a Transmission Provider, or any balancing authority or reliability entity during Curtailment Periods (“Non-Compensable Curtailments”). Buyer shall be excused from receiving such Delivered Energy from Seller and shall not be obligated to pay Seller Item 14 Page 103 of 226 - 54 - for the amount of reduced Delivered Energy arising during a Non-Compensable Curtailment. If required by Buyer, the CAISO, a Transmission Provider, or any balancing authority or reliability entity, Seller shall provide the capability to implement curtailments and adjust ramp rates, megawatt output, and (if applicable) megavar output in real-time by means of setpoints received from the SCADA system of Seller. (b) In addition to the curtailments described in Section 7.4(a), Buyer may curtail deliveries of (i) PV Delivered Energy, (ii) PV System Energy or (iii) BESS Metered Output that results in curtailment of PV System Energy, in each of the foregoing cases for any Compensable Curtailment. Seller shall comply with such request in accordance with Prudent Utility Practices. Seller shall respond to Buyer curtailment notices (including the end of such curtailment periods) in accordance with Prudent Utility Practices. Buyer shall pay Seller for any Deemed Generated Energy for Compensable Curtailments in an amount equal to the applicable Contract Price. To the extent any PV System Energy is sold to a third party under this Section 7.4(b), the obligation to pay the amounts set forth for a curtailment by Buyer under this Section 7.4(b) shall be reduced accordingly by an amount equal to the net proceeds Seller receives from such sales of PV System Energy (after subtracting any Scheduling fees, wheeling charges, and other associated costs, fees, and reasonable expenses incurred in connection with such sales). All Environmental Attributes and Capacity Rights associated with such PV System Energy sold to third parties shall be delivered at no additional cost to Buyer. (c) “Deemed Generated Energy” means the amount of energy, expressed in MWh, that the PV System would have produced and delivered to the Point of Delivery as PV Delivered Energy during any applicable Excused Condition, which amount shall be equal to (i) the amount of MWh that would have been delivered to the Point of Delivery provided for in the Variable Energy Resource Forecast applicable to the applicable Excused Condition period, regardless of whether Seller is participating in the EIRP during this period, less (ii) the amount of PV Delivered Energy delivered to the Point of Delivery during the applicable Excused Condition, if any, or, if there is no Variable Energy Resource Forecast available, (A) an amount of MWh calculated based on an equation that incorporates relevant Facility availability, weather and other pertinent data for the period of time during the applicable Excused Conditions in order to approximate the amount of PV Delivered Energy that would have been delivered, less (B) the amount of PV Delivered Energy delivered to the Point of Delivery during the applicable Excused Conditions, if any; provided that, if the applicable difference calculated pursuant to either of the formulas provided above is negative, the Deemed Generated Energy shall be zero (0). The equation in (A) and (B) shall be subject to reasonable review and approval by Buyer, which review shall not be unreasonably delayed. Section 7.5 [Reserved]. Section 7.6 Title; Risk of Loss. As between the Parties, Seller shall be deemed to be in exclusive control (and responsible for any damages or injury caused thereby) of all Energy prior to the Point of Delivery and all Replacement Energy prior to the Point of Delivery thereof into the CAISO grid. For the avoidance of doubt, Seller shall not be deemed to be in control (and responsible for any damages or injury caused thereby) of Energy and any Replacement Energy from and after the Point of Delivery. Seller warrants that it will deliver all Energy, Replacement Product, Capacity Rights, and all of the associated Environmental Attributes to Buyer free and Item 14 Page 104 of 226 - 55 - clear of all Liens created by any Person other than Buyer. Title to, and risk of loss for, all Delivered Energy and all of the associated Products shall pass from Seller to Buyer at the Point of Delivery; provided that (i) title to, and risk of loss for, any Replacement Energy specified by Buyer to be delivered to a point or points of delivery other than the Point of Delivery shall pass from Seller to Buyer upon the delivery of such Replacement Energy to such point or points, and (ii) title to all PV Delivered Energy shall pass and transfer from Seller to Buyer at the PV Energy Meter. Notwithstanding the foregoing, title to, and risk of loss for, all of the associated Environmental Attributes and Capacity Rights shall pass from Seller to Buyer upon the creation thereof. Section 7.7 RPS and EPS Compliance. (a) Seller warrants and guarantees that from the time it receives notice from the CEC that the PV System is CEC Certified, and at all times thereafter until the expiration or earlier termination of the Agreement, the Facility (including the Energy and the associated Environmental Attributes) shall be RPS Compliant, CEC Compliant (including with regard to the PV System charging of the BESS) and EPS Compliant (“Compliant”). Subject to this Section 7.7 and as otherwise expressly provided herein, Seller shall assume all risks, costs or expenses associated with, arising from, or resulting from, its obligation to keep the Facility Compliant. (b) If a Change in Law occurs after the Commercial Operation Date that (X) requires Seller to bear any costs, expenses or liabilities under Section 7.8, or (Y) (i) does not repeal the RPS Law or the EPS Law and (ii) causes the Facility to cease to be Compliant, then, in the case of the foregoing clause (Y), Seller shall (A) first, take all commercially reasonable efforts to bring the Facility into Compliance and (B) thereafter, take such actions as may be necessary to cause the Facility to remain Compliant; provided, that if, after a commercially reasonable period of time after such Change in Law, Seller reasonably determines that such efforts, together with any efforts to provide Buyer with any Product that was not in existence as of the Effective Date or comply with its obligations under Section 7.8, are reasonably likely to require Seller to incur costs in excess of the Compliance Expenditure Cap, Seller shall provide Buyer with written notice containing a detailed description of prior compliance actions, the basis for Seller’s expectation that required compliance actions will exceed the Compliance Expenditure Cap, Seller’s projected overage (the “Excess Compliance Cost”) and Seller’s projected timeline for successfully completing such compliance actions (an “Excess Expenditure Notice”). (c) During any period in which the PV System is not Compliant, then Buyer shall pay Seller for PV Delivered Energy delivered during the period during which the PV System is not Compliant in an amount equal to seventy-five percent (75%) of the Pnode Price at the Point of Delivery (the “Replacement Price”) in lieu of the applicable Contract Price. In no event shall the Replacement Price be more than the Contract Price. Payment for PV Delivered Energy at the Replacement Price shall continue until the PV System is brought back into Compliance or the Agreement is terminated pursuant to Section 7.7(d). (d) If at any time after the earlier of (i) six (6) months of paying the Replacement Price, (ii) Seller’s delivery of an Excess Expenditure Notice or (iii) Seller’s expenditure of funds in an amount equal to or exceeding the Compliance Expenditure Cap, Buyer determines, in its reasonable discretion, that notwithstanding Seller’s commercially reasonable efforts, Seller will be unable to bring the Facility into Compliance, and neither Buyer nor Seller is Item 14 Page 105 of 226 - 56 - willing to pay the Excess Compliance Cost, Buyer may elect, at its sole discretion, to terminate this Agreement by written notice to Seller, without liability to either Party, except for such liabilities that accrued prior to the date of termination or that otherwise survive termination in accordance with the terms of this Agreement. (e) From time to time and at any time requested by Buyer or Buyer’s Authorized Representative, Seller will furnish to Buyer, Buyer’s Authorized Representative, Governmental Authorities, or other Persons designated by any Buyer, all certificates and other documentation reasonably requested by Buyer or Buyer’s Authorized Representative in order to demonstrate that the PV System, the PV System Energy, and the associated Environmental Attributes were or are Compliant. (f) Seller’s Compliance Expenditure Cap shall be reduced by any amounts that have accrued toward Seller’s Compliance Expenditure Cap under any provision in this Agreement. Section 7.8 Change in CAISO Tariff. (a) If a change in the CAISO Tariff, including any change resulting from or relating to CAISO’s Hybrid Resources or Energy Storage and Distributed Energy Resources initiatives, requires any modifications to the Facility (i) to enable Seller to deliver, and Buyer to receive, Delivered Energy to and from the CAISO system, or (ii) to use the BESS and Capacity Rights, then Seller shall be solely responsible for bringing the Facility into compliance with the CAISO Tariff, as modified, in a manner that preserves Buyer’s economic benefits with respect to the Facility prior to any such change in the CAISO Tariff; provided that Seller shall not be required to expend funds that exceed the Compliance Expenditure Cap in connection with an of its obligations under this Section 7.8, and the Compliance Expenditure Cap shall be reduced by the amounts of any expenditures. (b) If a change in the CAISO Tariff requires any modifications to the Facility to enable the Facility to qualify for any new product in the CAISO, then, at Buyer’s election, the Parties shall negotiate in good faith any necessary changes to this Agreement to enable the Facility to meet the requirements for such new product; provided, that (i) until such time as any changes are agreed between the Parties, Seller shall have no obligation to modify the Facility or bear any additional costs or liabilities other than those contemplated by the other terms of this Agreement, and (ii) in any event, Seller shall not be required to expend funds that exceed the Compliance Expenditure Cap in connection with any of its obligations under this Section 7.8, and the Compliance Expenditure Cap shall be reduced by the amounts of any expenditures. Any changes made pursuant to this Section 7.8(b) shall not constitute a formal amendment to the Agreement. Section 7.9 Change in Market Structure. If a regionalization or other major change to the market structure of the Western Interconnection occurs during the Agreement Term (other than a Change in Law as addressed in Section 7.7 above), then the Parties agree to negotiate such modifications to this Agreement as may be necessary to enable the Parties to continue to perform their respective obligations under this Agreement, while preserving, to the maximum extent possible, the existing benefits, burdens and obligations set forth herein as of the Effective Date. Such negotiations shall commence promptly following the delivery by one Party to the other Party of a notice requesting negotiations pursuant to this Section 7.9. Item 14 Page 106 of 226 - 57 - ARTICLE VIII ENVIRONMENTAL ATTRIBUTES Section 8.1 Transfer of Environmental Attributes. For and in consideration of Buyer entering into this Agreement, and in addition to the agreement by and between Buyer and Seller to purchase and sell PV Delivered Energy on the terms and conditions set forth herein, Seller shall transfer to Buyer, and Buyer shall receive from Seller, all right, title, and interest in and to all Environmental Attributes, whether now existing or acquired by Seller or that hereafter come into existence or are acquired by Seller during the Agreement Term associated with the PV System Energy and any Replacement Energy. Seller agrees to transfer and make such Environmental Attributes available to Buyer to the fullest extent allowed by applicable law upon the later of (i) delivery of the associated PV System Energy or Replacement Energy and (ii) the creation of such Environmental Attributes following delivery of the associated PV System Energy or Replacement Energy. Seller represents and covenants that it has not assigned, transferred, conveyed, encumbered, sold or otherwise disposed of and shall not assign, transfer, convey, encumber, sell or otherwise dispose of all or any portion of such Environmental Attributes to any Person other than Buyer or attempt to do any of the foregoing with respect to any of the Environmental Attributes. Buyer and Seller acknowledge and agree that the consideration for the transfer of Environmental Attributes is contained within the Contract Price. Section 8.2 Reporting of Ownership of Environmental Attributes. During the Agreement Term, Seller shall not report to any Person that the Environmental Attributes granted hereunder to Buyer belong to any Person other than Buyer, and Buyer may report under any program that such Environmental Attributes purchased hereunder belong to it. Section 8.3 Environmental Attributes. Upon the request of Buyer or Buyer’s Authorized Representative, Seller shall take all actions and execute all documents or instruments necessary under applicable law, regulations, guidebooks promulgated by the CEC or PUC, or bilateral arrangements, as applicable, to maximize the attribution, accrual, realization, generation, production, recognition and validation of Environmental Attributes throughout the Agreement Term and Seller shall file with the CEC and any other applicable Persons all materials and documents required to demonstrate that the PV System is entitled to be CEC Certified. Section 8.4 WREGIS. In furtherance and not in limitation of Section 8.3, prior to Seller’s first delivery of PV Delivered Energy hereunder, Seller shall register with WREGIS to evidence the transfer of any Environmental Attributes under applicable law or any voluntary program (“WREGIS Certificates”) associated with PV System Energy or Replacement Product in accordance with WREGIS reporting protocols and WREGIS Operating Rules and shall register the Facility with WREGIS. After the Facility is registered with WREGIS, at the option of Buyer’s Authorized Representative, Seller shall transfer WREGIS Certificates using the Forward Certificate Transfer method as described in WREGIS Operating Rules from Seller’s WREGIS account to Buyer’s WREGIS accounts, as designated by Buyer’s Authorized Representative. Seller shall be responsible for WREGIS Certificate issuance fees and WREGIS expenses associated with registering the Facility, maintaining its account, acquiring and arranging for a Qualified Reporting Entity (“QRE”) and any applicable QRE agreements, and transferring WREGIS Certificates to Buyer, Buyer’s Authorized Representative, or any other designees. Buyer shall be responsible for its WREGIS expenses associated with maintaining its own account, or the Item 14 Page 107 of 226 - 58 - accounts of its designees, if any, and subsequent transferring or retiring by it of WREGIS Certificates, or Seller’s fees for the retirement of WREGIS Certificates on behalf of Buyer. Forward Certificate Transfers shall occur monthly based on the certificate creation timeline established by the WREGIS Operating Rules. Seller shall be responsible for, at its expense, validating and disputing data with WREGIS prior to WREGIS Certificate creation each Month. In addition to the foregoing, Seller shall document the production and transfer of Environmental Attributes under this Agreement to Buyer by delivering to Buyer an attestation in substantially the form attached as Appendix D for the Environmental Attributes associated with PV System Energy or Replacement Product, if any, measured in whole MWh, or by such other method as Buyer shall designate. Section 8.5 Further Assurances. If WREGIS (or any successor thereto) is not available to evidence the transfer of Environmental Attributes, Seller shall document the production of Environmental Attributes by delivering with each invoice to Buyer an attestation for the Environmental Attributes associated with PV System Energy or included with Replacement Product, if any, for the preceding Month in the form of the attestation set forth as Appendix D. At Buyer’s Authorized Representative’s request, the Parties shall execute all such documents and instruments and take such other action in order to effect the transfer of the Environmental Attributes specified in this Agreement to Buyer and to maximize the attribution, accrual, realization, generation, production, recognition and validation of Environmental Attributes throughout the Agreement Term. In the event of the promulgation of a scheme involving Environmental Attributes administered by CAMD, upon notification by CAMD that any transfers contemplated by this Agreement shall not be recorded, each Party shall promptly cooperate in taking all reasonable actions necessary so that such transfer can be recorded. Each Party shall promptly give the other Party copies of all documents it submits to CAMD to effectuate any transfers. ARTICLE IX SHORTFALL ENERGY, AVAILABILITY, AND PERFORMANCE GUARANTEE REQUIREMENTS Section 9.1 Makeup of Shortfall. Within thirty (30) days after the end of each Contract Year, Seller shall provide Buyer with a calculation of PV Delivered Energy for such Contract Year. If Seller fails during any Contract Year to deliver the sum of PV Delivered Energy plus Deemed Generated Energy during such Contract Year in an amount equal to the Guaranteed Delivered Energy for such Contract Year, then Seller shall make up the shortfall of PV Delivered Energy (“Shortfall Energy”) in accordance with this ARTICLE IX. Section 9.2 Replacement Product. With respect to any Contract Year in which Shortfall Energy exists, during the Shortfall Makeup Period for such Contract Year, (i) the Product delivered during such Shortfall Makeup Period will not be counted toward make up of the Shortfall Energy until such time as the Guaranteed Delivered Energy has been delivered by Seller for the Contract Year composing such Shortfall Makeup Period and (ii) the amount of Shortfall Energy shall first be reduced by the amount of any (a) PV Delivered Energy, including Excess Energy, delivered during the applicable Shortfall Makeup Period in excess of the Guaranteed Delivered Energy, and then (b) Replacement Product delivered by Seller. Such Replacement Product shall be delivered to the Point of Delivery or such other point of delivery as is mutually agreed upon by Item 14 Page 108 of 226 - 59 - the Parties (which point of delivery shall be deemed the “Point of Delivery” for such Replacement Product and the other Scheduling and delivery provisions hereof) and on a delivery schedule mutually agreed to by Seller and Buyer. Any additional costs or expenses associated with delivery of Replacement Product to a Point of Delivery designated under this Section 9.2 shall be borne by Seller. To the extent Seller is unable to deliver or provide sufficient PV Delivered Energy or Replacement Product in excess of the Guaranteed Delivered Energy to make up the remaining Shortfall Energy, then Seller shall, at the end of the Shortfall Makeup Period, pay Buyer damages in accordance with Section 9.3. Notwithstanding anything herein to the contrary, in the last year of each RPS Compliance Period during the Delivery Term, Seller shall provide written notice to Buyer no later than six (6) months prior to the end of such RPS Compliance Period with Seller’s good faith determination of whether it anticipates being able to (a) make up any Shortfall Energy amount then-existing during such RPS Compliance Period and (b) achieve the Guaranteed Delivered Energy (on a pro-rata basis) for such Contract Year. If after delivery of Seller’s notice during such Contract Year, Buyer reasonably determines that Seller will be unable to make up the Shortfall Energy or achieve the Guaranteed Delivered Energy with delivery of PV Delivered Energy or Replacement Product during such Contract Year, Buyer shall purchase Replacement Product to make up the remaining Shortfall Energy (net of (i) Shortfall Energy that Buyer reasonably determines Seller will make up during such RPS Compliance Period, and (ii) the amount of any applicable Replacement Product procured by Seller prior to delivery of such Seller’s notice) and Seller shall reimburse Buyer for its actual costs associated therewith to the extent the purchase price of the Replacement Product exceeds the Contract Price for PV Delivered Energy. For the purposes of this Section 9.2, any Deemed Generated Energy in excess of the Guaranteed Delivered Energy shall be counted toward the Shortfall Energy as if it had been delivered as PV Delivered Energy. Section 9.3 Shortfall Damages. If Seller fails to make up the full amount of any Shortfall Energy (as such may be reduced by Buyer’s purchase, if any, of Replacement Product, by the end of the Shortfall Makeup Period (or the end of the RPS Compliance Period, as the case may be)), Seller shall within sixty (60) days after the end of the applicable Shortfall Makeup Period (or the end of the RPS Compliance Period, as the case may be), pay Buyer damages, which damages shall be an amount, for each MWh of remaining Shortfall Energy, equal to the positive difference, if any, obtained by subtracting (a) the Contract Price that Buyer would have paid for such remaining Shortfall Energy had it been timely delivered, from (b) the sum of (1) the Market Price Index for such remaining Shortfall Energy and (2) the Green Value associated therewith (“Shortfall Damages”). For the avoidance of doubt, Buyer shall not be obligated to procure Replacement Product in order to recover Shortfall Damages. If Seller fails to pay Buyer the Shortfall Damages within sixty (60) days after the end of the Shortfall Makeup Period, Buyer shall have the right to immediately draw the applicable amount of Shortfall Damages owed to Buyer from the Delivery Term Security. The Parties acknowledge and agree that the damages that Buyer would incur due to the failure to deliver the Shortfall Energy would be difficult or impossible to predict with certainty, and it is impractical and difficult to assess actual damages in those circumstances and, therefore, the payment of Shortfall Damages is a fair and reasonable remedy for such damages. The provision of Shortfall Damages shall be in lieu of actual damages for the occurrence of any Shortfall Energy hereunder that is not cured with PV Delivered Energy and/or Replacement Energy and is Buyer’s sole remedy for Seller’s failure to deliver Shortfall Energy; provided, however, the payment of Shortfall Damages shall not limit Buyer’s rights to exercise any right or remedy available under this Agreement or at law or in equity for any other Item 14 Page 109 of 226 - 60 - breach or default occurring concurrently with, before, or after the failure to meet the Guaranteed Delivered Energy, including a Default under Section 13.1(l); provided that the payment of Shortfall Damages shall be taken into account when determining any damages due to Buyer for such Default. Section 9.4 Availability Requirement. Seller shall be responsible for all costs, charges, expenses, penalties, and obligations resulting from Availability Standards, if applicable, and Seller shall be entitled to retain all credits, payments, and revenues, if any, resulting from Seller achieving or exceeding Availability Standards, if applicable, other than the Capacity Rights. Section 9.5 [Reserved]. Section 9.6 Performance Guarantees, Remedies and Termination Rights. (a) Throughout the Delivery Term, Seller warrants that (i) the BESS will perform at a rate that results in the Dischargeable Energy at any time equaling or exceeding the Guaranteed Dischargeable Energy, as illustrated in and calculated on an annual basis in accordance with Appendix K-1 (the “Dischargeable Energy Performance Guarantee”); (ii) the Round Trip Efficiency during each Contract Year, as calculated in accordance with Appendix K-1, will not fall below the amount specified in Appendix K-1 for such Contract Year (the “Round Trip Efficiency Performance Guarantee”); (iii) Peak Season BESS Availability, as calculated in accordance with Appendix K-1, will be at least the percentage set forth in Appendix K-1 for each Peak Season (the “Peak Season BESS Availability Guarantee”); (iv) Off-Peak Season BESS Availability, as calculated in accordance with Appendix K-1, will be at least the percentage set forth in Appendix K-1, for each Off-Peak Season (the “Off-Peak Season BESS Availability Guarantee”); and (v) the Annual PV System Availability during each Contract Year, as calculated in accordance with Appendix K-1, will equal or exceed the Annual PV System Availability Requirement for such Contract Year, as specified in Appendix K-1 (the “Annual PV System Availability Guarantee”). (b) Following a failure of the Dischargeable Energy Performance Guarantee, the Round Trip Efficiency Performance Guarantee, the Peak Season BESS Availability Guarantee, or the Off-Peak Season BESS Availability Guarantee, or the Annual PV System Availability Guarantee, the BESS Capacity Price shall be reduced for each month that the applicable guarantee is not satisfied and continue until the first month that the applicable guarantee is satisfied; provided that with respect to any failure of the Peak Season BESS Availability Guarantee or the Off-Peak Season BESS Availability Guarantee, the BESS Capacity Price shall be reduced in accordance with Sections 9.6(b)(iii) and (iv) below such that (i) if there is a failure of the Peak Season BESS Availability, the BESS Capacity Price during the subsequent Off-Peak Season will be reduced to reflect the Peak Season BESS Availability Adjustment Factor, and (ii) if there is a failure of the Off-Peak Season BESS Availability, the BESS Capacity Price during the subsequent Peak Season will be reduced to reflect the Off-Peak Season BESS Availability Adjustment Factor. The resulting modified BESS Capacity Price for any non-compliant month (the “Modified BESS Capacity Price”) shall be determined as follows: (i) In the event of a failure of the Dischargeable Energy Performance Guarantee, the Modified BESS Capacity Price shall be an amount equal to the product of (A) the Item 14 Page 110 of 226 - 61 - BESS Capacity Price, multiplied by (B) the Dischargeable Energy Adjustment Factor calculated for such month in accordance with Appendix K-2. (ii) In the event of a failure of the Round Trip Efficiency Performance Guarantee, the Modified BESS Capacity Price shall be an amount equal to the product of (A) the BESS Capacity Price, multiplied by (B) the Round Trip Efficiency Adjustment Factor calculated for such month in accordance with Appendix K-2. (iii) In the event of a failure of the Peak Season BESS Availability Guarantee, the Modified BESS Capacity Price during the immediately subsequent Off-Peak Season shall be an amount equal to the product of (A) the BESS Capacity Price, multiplied by (B) the Peak Season BESS Availability Adjustment Factor, calculated in accordance with Appendix K-2, as adjusted in accordance with Appendix K-2. (iv) In the event of a failure of the Off-Peak Season BESS Availability Guarantee, the Modified BESS Capacity Price during the immediately subsequent Peak Season shall be an amount equal to the product of (A) the BESS Capacity Price, multiplied by (B) the Off- Peak Season BESS Availability Adjustment Factor, calculated in accordance with Appendix K-2, as adjusted in accordance with Appendix K-2. (v) In the event of a failure of the Annual PV System Availability Guarantee, the Modified BESS Capacity Price shall be an amount equal to the product of (A) the BESS Capacity Price, multiplied by (B) the Annual PV System Availability Adjustment Factor, calculated in accordance with Appendix K-2, as adjusted in accordance with Appendix K-2. (vi) In the event of a failure of multiple guarantees addressed by this Section 9.6(b) in the same month, the Modified BESS Capacity Price for such month shall be an amount equal to the lowest Modified BESS Capacity Price resulting from application of the formulas set forth in the foregoing Section 9.6(b)(i)-(v). (vii) Notwithstanding Section 9.6(b)(i)-(v) and Section 9.6(c), in the event of a failure of the Minimum Dischargeable Energy Performance Guarantee or the Minimum Round Trip Efficiency Performance Guarantee that, in either case, continues for a period of three (3) consecutive months following the last day of the first non-compliant month, the Modified BESS Capacity Price for each succeeding month shall be reduced to Zero Dollars ($0) until Seller has completed any necessary remedial measures to bring the BESS back into compliance with the Minimum Dischargeable Energy Performance Guarantee or the Minimum Round Trip Efficiency Performance Guarantee, as applicable. (viii) If the BESS Metered Output deviates from the automated dispatch system of the CAISO (the “ADS”) by more than two percent (2%) (plus or minus, in the aggregate) in a given day (except if caused by Buyer’s failure to schedule the BESS in accordance with the Operating Restrictions), then Seller shall reimburse Buyer for any CAISO imbalance charges incurred on such date as a result of such deviations. (c) Notwithstanding Buyer’s recourse to the Modified BESS Capacity Price remedy, as described in Section 9.6(b), Seller shall be considered in Default under this Agreement: Item 14 Page 111 of 226 - 62 - (i) for failure of the Minimum Dischargeable Energy Performance Guarantee, if any such failure continues for a period of twelve (12) consecutive months following the last day of the first non-compliant month; or (ii) if the Peak Season BESS Availability in a given Contract Year and the subsequent Off-Peak Season BESS Availability are each less than fifty percent (50%). ARTICLE X CAPACITY RIGHTS Section 10.1 Capacity Rights. For and in consideration of Buyer entering into this Agreement, and in addition to the agreement by Buyer and Seller to purchase and sell Delivered Energy and Environmental Attributes on the terms and conditions set forth herein, Seller hereby transfers to Buyer, and Buyer hereby accepts from Seller, all of Seller’s rights, title and interest in and to the Capacity Rights, including resource adequacy, local capacity requirement, flexible resource capacity attributes, and other present and future capacity attribute values related to the Facility. Buyer and Seller acknowledge and agree that the consideration for the transfer of Capacity Rights, if any, is contained within the relevant prices for PV Delivered Energy and the BESS Capacity Payments. In no event shall Buyer have any obligation or liability whatsoever for any debt pertaining to the Facility by virtue of Buyer’s ownership of the Capacity Rights or otherwise. Section 10.2 Covenant Regarding Capacity Rights. Seller represents and covenants that it has not assigned, transferred, conveyed, encumbered, sold or otherwise disposed of and shall not in the future assign, transfer, convey, encumber, sell or otherwise dispose of any of the Capacity Rights to any Person other than Buyer or attempt to do any of the foregoing with respect to any of the Capacity Rights. During the Agreement Term, Seller shall not report to any Person that any of the Capacity Rights belong to any Person other than Buyer. Buyer may, its own risk and expense, report to any Person that the Capacity Rights belongs to it. Section 10.3 Failure to Provide Expected RA Capacity. (a) Seller shall provide Buyer with the Expected RA Capacity by submitting monthly and annual Supply Plans in accordance with the CAISO Tariff. Seller shall deliver notice to Buyer of the RA Capacity that Seller will include in any (i) annual Supply Plan at least one hundred twenty (120) days prior to the CAISO submission deadline for such annual Supply Plan, and (ii) monthly Supply Plan at least ninety (90) days prior to CAISO’s submission deadline for such monthly Supply Plan (as applicable, the “Notification Deadline”). If Seller is unable to provide the Expected RA Capacity from the Facility for any RA Shortfall Month, then except to the extent such inability is a result of a Force Majeure, Excused Conditions or BESS Excused Conditions, Seller shall replace all or a portion of the Expected RA Capacity with replacement resource adequacy capacity from a generating facility other than the Facility (“Replacement RA Capacity”), provided that such Replacement RA Capacity has equivalent Resource Adequacy Attributes compared to the Expected RA Capacity not provided by Seller from the Facility. Seller shall notify Buyer prior to the Notification Deadline of Seller’s intent to provide Replacement RA Capacity, including the relevant Supply Plan, the source, volume, and duration, and such other Item 14 Page 112 of 226 - 63 - information as may be reasonably requested by Buyer. Seller shall reimburse Buyer for all additional costs of Buyer arising from or related to Seller providing Replacement RA Capacity. (b) If Seller fails to provide any portion of the Expected RA Capacity in accordance with Section 10.3(a) and does not provide Replacement RA Capacity in accordance with Section 10.3(a), then in either case, Seller shall pay to Buyer an amount equal to the aggregate RA Replacement Prices for the RA Shortfall. The Parties agree that (i) it is impractical or extremely difficult to determine actual damages to which Buyer would be entitled in the foregoing circumstance and (ii) the damages provided for in this Section 10.3(b) are fair and reasonable calculation of actual damages to Buyer and are not a penalty in such a circumstance. Buyer shall use commercially reasonable efforts to minimize the RA Replacement Price. (c) Seller shall reimburse Buyer for any fines or penalties assessed against Buyer or any Participating Members to the extent solely resulting from the Expected RA Capacity not provided by Seller or replaced by Seller with Replacement RA Capacity. Seller’s total liability under this Article X in any given Month shall not exceed an amount equal to Twenty Dollars ($20) per kW-month multiplied by the RA Shortfall in such Month. Section 10.4 Further Assurances. Seller shall execute and deliver such documents and instruments and take such other action as required by the CAISO and as Buyer’s Authorized Representative may reasonably request to effect recognition and transfer of the Capacity Rights to Buyer. Seller shall bear the costs associated therewith. ARTICLE XI BILLING; PAYMENT; AUDITS; METERING; ATTESTATIONS; POLICIES Section 11.1 Billing and Payment. Billing and payment for all Products shall be as set forth in this ARTICLE XI. Section 11.2 WREGIS Withholding. Prior to the PV System becoming CEC Certified and if, at any time after the PV System is CEC Certified, Seller fails to transfer Renewable Energy Credits to Buyer’s WREGIS account in accordance with Section 8.4 within one hundred twenty (120) days after delivery of the corresponding PV Delivered Energy or Replacement Product, Buyer shall have the right to withhold from any payment to Seller, for each MWh of PV Delivered Energy or Replacement Product delivered under Section 6.1, an amount equal to Twenty Dollars ($20) per MWh (such amount, the “WREGIS Withhold Amount”) until such time as the WREGIS Certificate associated with such MWh has been credited to Buyer’s WREGIS account as set forth in Section 8.4, and Buyer shall pay the WREGIS Withhold Amount previously withheld by Buyer for each MWh for which a WREGIS Certificate was credited to Buyer’s WREGIS account in such month. If Buyer’s right to withhold the WREGIS Withhold Amount is triggered after the PV System is CEC Certified in accordance with this Section 11.2, such right shall remain in effect until three hundred sixty-five (365) days after the date that Seller causes Renewable Energy Credits to once again be transferred to Buyer’s WREGIS account in accordance with Section 8.4. Section 11.3 Calculation of Energy Delivered; Invoices and Payment. Item 14 Page 113 of 226 - 64 - (a) Not later than the tenth (10th) Business Day of each Month, commencing with the next Month following the Month in which PV Delivered Energy is generated, Seller shall deliver to Buyer a proper invoice showing the following for the preceding Month: (i) PV Delivered Energy during such Month, specifying the portion of such PV Delivered Energy that is (A) Startup and Test Energy (and the payment owed in respect thereof according to the price in Section A(1) of Appendix A-1); (B) Excess Energy; and (C) PV Delivered Energy that is not Excess Energy or Startup or Test Energy. (ii) BESS Metered Output during such Month. (iii) An accounting of the Guaranteed Delivered Energy for the applicable Contract Year, an accounting of new or made up Shortfall Energy and/or Replacement Product, if applicable, and a confirmation as to whether Seller met or exceeded the Guaranteed Delivered Energy. (iv) The BESS Capacity Payment for such Month. (v) Any reimbursement to Buyer for the purchase of Replacement Product. (vi) Seller’s reasonable calculation of the amount of Deemed Generated Energy associated with any Compensable Curtailment for amounts owed by Buyer in accordance with Section 7.4(b). (vii) The total quantity of WREGIS Certificates confirmed to have been credited to Buyer’s WREGIS account during the prior month. (viii) Any other payments due to Buyer or to Seller under this Agreement, including amounts due to Buyer in connection with third party sales of curtailed Energy under Section 6.2 and any unpaid liquidated damages that have accrued prior to the invoice date. (b) Seller shall calculate the amount of PV Delivered Energy, BESS Metered Output, and BESS Metered Input from meter readings at the Electric Metering Devices at the Point of Interconnection, the PV Energy Meter, and the BESS Energy Meter, all as depicted on Appendix O, maintained pursuant to Section 11.7. (c) Each invoice shall show the title of the Agreement and, if applicable, the Agreement number, the name, address and identifying information of Seller and the identification of material, equipment or services covered by the invoices, and shall be sent to the address set forth in Appendix J or such other address as Buyer may provide to Seller. (d) Any electronic information delivered by Seller under this ARTICLE XI shall be in a format such as Microsoft Excel (or its equivalent) that allows Buyer to cut, paste or otherwise readily use and work with such information or documentation or as otherwise mutually agreed by the Parties. Item 14 Page 114 of 226 - 65 - (e) Concurrently with the delivery of each Monthly invoice, if required under Section 8.5, Seller shall deliver attestations of all Environmental Attribute transfers substantially in the form set forth in Appendix D. (f) Subject to Section 11.3(g) and Section 11.4, not later than the sixtieth (60th) day after receipt by Buyer of Seller’s Monthly invoice (or the next succeeding Business Day, if the sixtieth (60th) day is not a Business Day), Buyer (if the net payment in the applicable invoice is in favor of Seller) or Seller (if the net payment in the applicable invoice is in favor of Buyer), shall pay to Seller or Buyer, as applicable, by wire transfer of immediately available funds to an account specified by Seller or Buyer, as applicable, or by any other means agreed to by the Parties from time to time, the amount set forth as due in such Monthly invoice. (g) Notwithstanding Section 11.3(a), if Buyer believes that it has insufficient information to verify the amount of Deemed Generated Energy calculated by Seller in the invoice, or if Buyer requires additional time to verify such information, Buyer shall notify Seller thereof within sixty (60) days after receipt of an invoice from Seller, and timely pay the amounts set forth in such Monthly invoice not related to Deemed Generated Energy. Within sixty (60) days after receipt by Buyer of additional information regarding such Deemed Generated Energy calculation, or on the date mutually agreed to by the Parties, Buyer shall pay to Seller the amount specified in the invoice or notify Seller of any discrepancies with respect to its calculation of the Deemed Generated Energy, in which event such invoice shall be subject to the provisions of Section 11.4. (h) Seller shall, in subsequent invoices, adjust previously invoiced amounts to reflect (i) adjustments pursuant to Section 11.4, or (ii) adjustments, reconciliations or final settlements with WREGIS occurring after the date of the initial invoice, or any other adjustments agreed to by the Parties (which shall be without interest of any kind), provided that Buyer shall not be required to make invoice payments if the invoice is received more than one (1) year after the billing period. (i) Buyer shall not be required to make invoice payments if the invoice is received more than six (6) Months after the applicable Monthly billing period except with respect to any disputed amounts where the dispute is first raised within six (6) months after the applicable Monthly billing period and for any corrections or adjustments, including by CAISO, resulting in amounts owing by Buyer pursuant to Section 11.7(a). Section 11.4 Disputed Invoices. If any portion of any invoice is in dispute, the undisputed amount shall be paid when due. The Party disputing a payment shall promptly notify the other Party of the basis for the dispute, setting forth the details of such dispute in reasonable specificity. Disputes shall be discussed directly by the Parties’ Authorized Representatives, who shall use reasonable efforts to amicably and promptly resolve such Disputes, and any failure to agree shall be subject to resolution in accordance with Section 14.3. Upon resolution of any Dispute, if all or part of the disputed amount is later determined to have been due, then the Party owing such payment or refund shall pay within ten (10) days after receipt of notice of such determination the amount determined to be due plus interest thereon at the Interest Rate from the due date until the date of payment. For purposes of this Section 11.4, “Interest Rate” shall mean the lesser of (i) two percent (2%) above the per annum Prime Rate reported daily in The Wall Street Journal, or (ii) the maximum rate permitted by applicable Requirements of Law. Item 14 Page 115 of 226 - 66 - Section 11.5 Right of Setoff. In addition to any right now or hereafter granted under applicable law and not by way of limitation of any such rights, each Party shall have the right at any time or from time to time without notice to other Party or to any other Person, any such notice being hereby expressly waived, to set off against any amount due a Party from the other Party under this Agreement any undisputed amount due such Party from the other Party under this Agreement, including any undisputed amounts due because of breach of this Agreement or any other obligation. Section 11.6 Records and Audits. Seller shall maintain, and the Authorized Auditors shall have access to, all records and data pertaining to the performance and management of this Agreement (including compliance with the Requirements) and related Subcontracts, and as necessary to properly reflect all costs claimed to have been incurred hereunder and thereunder, including (a) in their original form, all (i) documents provided to Seller in the ordinary course of business for the Facility, (ii) documents for billing, costs, metering, and Environmental Attributes, (iii) books, records, documents, reports, deliverables, employee time sheets, accounting procedures and practices, and (iv) records of financial transactions, and (b) other evidence, regardless of form (for example, machine readable media such as disk or tape, etc.) or type (for example, databases, applications software, database management software, or utilities). If Seller is required to submit cost or pricing data in connection with this Agreement, Seller shall maintain all records and documents necessary to permit adequate evaluation of the cost or pricing data submitted, along with the computations and projections used. In the event of a Dispute, records that relate to the Agreement, Dispute, litigation or costs, or items to which an audit exception has been taken, shall be maintained. Buyer and the Authorized Auditors may discuss such records with Seller’s officers and independent public accountants (and by this provision Seller authorizes said accountants to discuss such billings and costs), all at such times and as often as may be reasonably requested. All such records shall be retained, and shall be subject to examination and audit by the Authorized Auditors, for a period of not less than four (4) years following final payment made by Buyer hereunder as it relates to a particular payment obligation, four (4) years after the expiration or termination date of this Agreement, or final settlement of all disputes, claims, or litigation that authorizes the records to no longer be retained, or the retention period under the Requirements of Law applicable to any Participating Members, whichever is later. Seller shall make said records or, to the extent accepted by the Authorized Auditors, photographs, micro- photographs, or other authentic reproductions thereof, available to the Authorized Auditors at Seller’s principal business office or any other of Seller’s offices as mutually agreed upon by Buyer and Seller, at all reasonable times and without charge. The Authorized Auditors may reproduce, photocopy, download, transcribe, and the like any such records. Any information provided by Seller on machine-readable media shall be provided in a format accessible and readable by the Authorized Auditors. Seller shall not, however, be required to furnish the Authorized Auditors with commonly available software. Seller shall be subject at any time with fourteen (14) days prior written notice to audits or examinations by Authorized Auditors, relating to all billings and required to verify compliance with all Agreement requirements relative to practices, methods, procedures, performance, compensation, and documentation. Examinations and audits shall be performed using generally accepted auditing practices and principles and applicable governmental audit standards. All information provided by Seller or Seller’s Subcontractors pursuant to this Section 11.6 shall be subject to the provisions of Section 14.21. If Seller utilizes or is subject to Federal Acquisition Regulation, Part 30 and 31, et seq. accounting procedures, or a portion thereof, examinations and audits shall utilize such information. To the extent that an Authorized Auditor’s Item 14 Page 116 of 226 - 67 - examination or audit reveals inaccurate, incomplete or non-current records, or records are unavailable, the records shall be considered defective. Consistent with standard auditing procedures, Seller shall be provided fifteen (15) days to review an Authorized Auditor’s examination results or audit and respond to Buyer prior to the examination’s or audit’s finalization and public release. If an Authorized Auditor’s examination or audit indicates Seller has been overpaid under a previous payment application, the identified overpayment amount shall be paid by Seller to Buyer within fifteen (15) days after notice to Seller of the identified overpayment. If an Authorized Auditor’s examination or audit reveals that Buyer’s overpayment to Seller is more than five percent (5.0%) of the billings reviewed, Seller shall pay all expenses and costs incurred by the Authorized Auditors arising out of or related to the examination or audit, which examination or audit expenses and costs shall be paid by Seller to Buyers within fifteen (15) days after notice to Seller. Seller shall use commercially reasonable efforts to contractually require all Subcontractors performing services under this Agreement to comply with the provisions of this Section 11.6 by inserting this Section 11.6 into each Subcontract. Notwithstanding the foregoing, Buyer shall not be permitted to audit and access the documents and other materials described in Section 6.1(b)(iv)(1) and Appendix A-1, Section B(6), except in each case as set forth in such section. Section 11.7 Electric Metering Devices. (a) The PV Delivered Energy made available to Buyer by Seller under this Agreement shall be measured using a CAISO-approved and CAISO-polled revenue-quality Electric Metering Device (in compliance with the CAISO Tariff and relevant protocols and is dedicated exclusively to the Facility) procured, installed, owned and maintained by Seller at the PV System and the Point of Delivery, and the BESS Metered Input and BESS Metered Output shall be measured using CAISO-approved and CAISO-polled revenue-quality Electric Metering Devices (in compliance with the CAISO Tariff and relevant protocols and dedicated exclusively to the Facility) procured, installed, owned and maintained by Seller at the BESS and the Point of Delivery, in each case, as depicted in the metering diagram attached to this Agreement as Appendix O. All such Electric Metering Devices used to provide data for the computation of payments shall be sealed and Seller shall only break the seal when such Electric Metering Devices are to be inspected and tested or adjusted in accordance with this Section 11.7. Seller shall arrange and bear all costs associated with the installation of the Electric Metering Devices needed for the registration, recording and transmission of information regarding the Delivered Energy. Seller shall provide Buyer (including any of the Participating Members) with a live data metering connection that may be accessed using either (i) the Inter-Control Center Communications Protocol (“ICCP”) as defined by the International Electrotechnical Commission or (ii) Distributed Network Protocol (“DNP3”), based on the standards of the International Electrotechnical Commission, to enable the exchange of real-time and historical power system monitoring and control data, including measured values and accounting data. In addition to providing Buyer with its meter data, Seller shall support Buyer’s efforts to obtain read-only access to CAISO meter data applicable to the Facility and all inspection, testing and calibration data and reports from the CAISO. If the CAISO makes any adjustment to any CAISO meter data for a given time period, Seller agrees that it shall submit revised Monthly invoices, pursuant to this ARTICLE XI covering the entire applicable time period in order to fully conform such adjustments to the meter data. Seller shall submit any revised invoices no later than thirty (30) days after the date on which the CAISO provides Seller with binding adjustments to the meter data. Item 14 Page 117 of 226 - 68 - (b) Seller or its Authorized Representative, at no expense to Buyer, shall inspect and test all Electric Metering Devices upon installation and at least annually thereafter. Seller shall provide Buyer with reasonable advance notice of, and permit representatives of Buyer to witness and verify, such inspections and tests. Upon request by Buyer or Buyer’s Authorized Representative, Seller or its Authorized Representative shall perform additional inspections or tests of any Electric Metering Device and shall permit a qualified representative of Buyer to inspect or witness the testing of any Electric Metering Device. The actual expense of any such requested additional inspection or testing shall be borne by Seller. Seller shall provide copies of any inspection or testing reports to Buyer. (c) If an Electric Metering Device fails to register, or if the measurement made by an Electric Metering Device is found upon testing to be inaccurate by more than plus or minus one percent (+/- 1.0%), an adjustment shall be made correcting all measurements made by the inaccurate or defective Electric Metering Device for both the amount of the inaccuracy and the period of the inaccuracy, such adjustment to be made by the Scheduling Coordinator. The adjustment period shall be determined as far as can be reasonably ascertained by Buyer or Buyer’s Authorized Representative from the best available data, subject to review and approval by Seller (such approval not to be unreasonably withheld). If the period of the inaccuracy cannot be ascertained reasonably, any such adjustment shall be for a period equal to one third of the time elapsed since the preceding test of the applicable Electric Metering Devices. To the extent that the adjustment period covers a period of deliveries for which payment has already been made by Buyer, Buyer shall use the corrected measurements as determined in accordance with this Section 11.7 to recompute the amount due for the period of the inaccuracy and shall subtract the previous payments by Buyer for this period from such recomputed amount. If the difference is a positive number, the difference shall be paid by Buyer to Seller; if the difference is a negative number, that difference shall be paid by Seller to Buyer, or at the direction of Buyer, may take the form of an offset to payments due to Seller from Buyer. Payment of such difference by the owing Party shall be made not later than thirty (30) days after the owing Party receives notice of the amount due, unless Buyer elects payment via an offset. (d) Commencing on the first date on which Startup and Test Energy is produced by the Facility, and continuing throughout the Delivery Term, Seller shall provide to Buyer read only access to all Electric Metering Devices installed, owned and operated by Seller that are used to measure PV Delivered Energy, BESS Metered Input, and BESS Metered Output; provided, that the information produced by the Electric Metering Devices shall be subject to verification by a third party QRE. Section 11.8 Taxes. Seller shall be responsible for and shall pay, before the due dates therefor, any and all federal, state, and local Taxes incurred by it as a result of entering into this Agreement and all Taxes imposed or assessed with respect to the Facility, the Site or any other assets of Seller, the Products or the transaction arising before or at the Point of Delivery. Buyer shall pay or cause to be paid all Taxes on or with respect to the Products or the transaction from (but excluding) the Point of Delivery to such Buyer. If Seller is required by a Requirement of Law to remit or pay Taxes that are the responsibility of Buyer hereunder, Buyer shall promptly reimburse Seller for such Taxes. If Buyer is required by Requirement of Law to remit or pay Taxes that are Seller’s responsibility hereunder, Buyer may deduct such amounts from payments to Seller hereunder; if Buyer elects not to deduct such amounts from Seller’s payments, Seller shall Item 14 Page 118 of 226 - 69 - promptly reimburse Buyer for such amounts upon request. Nothing shall obligate or cause a Party to pay or be liable to pay any Taxes for which it is exempt under law. A Party that is exempt at any time and for any reason from one or more Taxes shall bear the risk that such exemption shall be lost or the benefit of such execution be reduced. ARTICLE XII REPRESENTATIONS, WARRANTIES AND COVENANTS Section 12.1 Representations and Warranties of Buyer. Buyer makes the following representations and warranties to Seller as of the Effective Date: (a) Buyer is a validly existing California joint powers authority, and has the legal power and authority to own its properties, to carry on its business as now being conducted and to enter into this Agreement, and to carry out the transactions contemplated hereby, and to perform and carry out all covenants and obligations on its part to be performed under and pursuant to this Agreement. (b) Except for the approvals required to be obtained as set forth in Section 2.5, the execution, delivery and performance by Buyer of this Agreement (i) have been duly authorized by all necessary action, and does not and will not require any consent or approval of such Buyer’s regulatory or governing bodies, other than that which has been obtained; and (ii) does not violate any federal, state, and local law, including the California Government Code and similar laws. (c) This Agreement constitutes the legal, valid and binding obligation of Buyer enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles, regardless of whether such enforceability is considered in a proceeding in equity or at law. Section 12.2 Representations and Warranties of Seller. Seller makes the following representations and warranties to Buyer as of the Effective Date: (a) Seller is a limited liability company duly organized, validly existing and in good standing under the laws of its respective state of incorporation or organization and is qualified to do business in the State of California, and has the legal power and authority to own or lease its properties, to carry on its business as now being conducted and to enter into this Agreement, and to carry out the transactions contemplated hereby and thereby and to perform and carry out all covenants and obligations on its part to be performed under and pursuant to this Agreement. (b) Seller has taken all corporate or limited liability company action required to authorize the execution, delivery, and performance of this Agreement, and Seller has delivered to Buyer (i) copies of all resolutions and other documents evidencing such corporate or limited liability company actions, certified by an authorized representative of Seller as being true, correct, and complete, and (ii) an incumbency certificate signed by the secretary of Seller certifying as to the names and signatures of the authorized representatives of Seller. Item 14 Page 119 of 226 - 70 - (c) The execution, delivery and performance by Seller of this Agreement have been duly authorized by all necessary organizational action, and do not require any consent or approval other than those which have already been obtained. (d) The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the fulfillment of and compliance with the provisions of this Agreement, do not materially conflict with or constitute a material breach of or a default under, any of the terms, conditions or provisions of any applicable Requirement of Law, or any organizational documents, agreement, deed of trust, mortgage, loan agreement, other evidence of indebtedness or any other agreement or instrument to which Seller is a party or by which it or any of its property is bound, or result in a breach of or a default under any of the foregoing. (e) This Agreement constitutes the legal, valid and binding obligation of Seller enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles, regardless of whether such enforceability is considered in a proceeding in equity or at law. (f) There is no pending, or to the knowledge of Seller, threatened action or proceeding affecting Seller before any Governmental Authority, which purports to affect the legality, validity or enforceability of this Agreement. (g) Seller is not in violation of any applicable Requirement of Law, which violations, individually or in the aggregate, would reasonably be expected to result in a material adverse effect on the business, assets, operations, condition (financial or otherwise) or prospects of Seller, or the ability of Seller to perform any of its obligations under this Agreement. (h) As of the Effective Date (i) the corporate organizational structure and ownership of Seller and its Upstream Equity Owners up to Seller’s Ultimate Parent is set forth on Schedule 12.2(h), (ii) Seller is a Special Purpose Entity, and (iii) all of the membership interests in Seller are directly owned or controlled by EDF Renewables Development, Inc., a Delaware corporation. The equity interests in each of Seller and each Upstream Equity Owner have been duly issued under and authorized by their respective organizational documents or limited liability company agreements and in accordance with applicable Requirements of Law. (i) Seller has (i) not entered into this Agreement with the actual intent to hinder, delay or defraud any creditor, and (ii) received reasonably equivalent value in exchange for its obligations under this Agreement. No petition in bankruptcy has been filed against Seller (other than petitions that have been dismissed within sixty (60) days after filing), and Seller has never made an assignment for the benefit of creditors or taken advantage of any insolvency act for its benefit as a debtor. (j) Tax returns and reports of Seller required to be filed by it have been timely filed, and all Taxes shown on such Tax returns to be due and payable and all assessments, fees and other governmental charges upon Seller and upon its properties, assets, income, business and franchises that are due and payable have been paid when due and payable. Seller knows of no Item 14 Page 120 of 226 - 71 - proposed Tax assessment against it that is not being actively contested by it in good faith and by appropriate proceeding. (k) Seller owns or possesses or will acquire all patents, rights to patents, trademarks, copyrights and licenses necessary for the performance by Seller of its obligations under this Agreement, and Seller’s use thereof does not infringe on the intellectual property rights of third parties. (l) Seller has not assigned, transferred, conveyed, encumbered, sold or otherwise disposed of the Products except as provided herein. (m) Seller or its EPC Contractor has obtained all Permits (including the CEQA Determinations) required or to be obtained by Seller (or permitted to be obtained for Seller by the EPC Contractor) for the construction, operation, and maintenance of the Facility in accordance with the Requirements and the performance of Seller’s obligations hereunder, or such Permits are reasonably expected to be timely obtained in the ordinary course of business. (n) To its knowledge, the Facility (i) is not in an “energy community” (as defined in Section 45(b)(11)(B) of the Code). Section 12.3 Covenants of Seller Related to Site Control Documents. (a) Seller shall at all times maintain Site Control. (b) Upon Buyer’s request, Seller shall provide copies of the Site Control Documents to Buyer, which may be redacted for Seller proprietary or confidential information. (c) Throughout the Agreement Term, Seller shall notify Buyer of the institution of any proceeding for the condemnation or other taking of the Facility or any portion thereof (as applicable, a “Taking”), including the occurrence of any hearing associated therewith. Buyer may participate in any such proceeding and Seller shall deliver to Buyer all instruments necessary or required by Buyer to permit such participation. Subject to the consent of the Facility Lender, upon any condemnation of the Facility or any portion thereof, Seller shall diligently repair, replace or reconstruct the Facility or portion thereof so condemned. Subject to the consent of the Facility Lender, all awards and compensation for the Taking or purchase in lieu of condemnation of the Facility or any portion thereof shall be applied toward the repair, restoration, reconstruction or replacement of the Facility. Section 12.4 [Reserved]. Section 12.5 Additional Covenants of Seller. (a) Material Adverse Effect. In the event of a material adverse effect on the business, assets, operations, condition (financial or otherwise) or prospects of Seller or an event of default by Seller or the operator under the O&M Agreement, Seller shall promptly thereafter notify Buyer. Upon the reasonable request of Buyer, Seller shall, within thirty (30) days after Buyer’s request, provide Buyer with a plan or report, including the report (at Seller’s sole cost and expense) of a Licensed Professional Engineer with respect to any material change in operations that Item 14 Page 121 of 226 - 72 - demonstrates in detail reasonably acceptable to Buyer, that the applicable event or occurrence has been mitigated or cured, or will be mitigated or cured within a reasonable period or within the cure periods provided therefor (and listing, in detail, the actions that Seller has taken, is taking, or proposes to take with respect to such condition or event), or that such event or occurrence will not have a material adverse effect on the performance of Seller under this Agreement. A failure to provide such plan or report within thirty (30) days, or to diligently undertake any of the actions set forth under such plan or report, will be deemed a failure by Seller to perform under Section 13.1(b). (b) Special Purpose Entity. Seller shall remain at all times throughout the Agreement Term a Special Purpose Entity. (c) Facility Debt to Cost Ratio. Seller shall not, at any time following the Commercial Operation Date, incur or permit Facility Debt in an amount that, in the aggregate as of the date it is incurred, exceeds seventy percent (70%) of the Facility Cost. (d) Sale Leaseback Financing. (i) Seller shall provide Buyer with at least one hundred twenty (120) days’ prior written notice of the consummation of a Sale Leaseback Financing, which notice shall include (A) introductory and contact information about and for any potential Sale Leaseback Lessors and (B) a summary of the provisions related to such Sale Leaseback Financing. Such notice shall be in addition to, and not in lieu of, any notice required under Section 14.7. (ii) In the event of a Sale Leaseback Financing, promptly after closing thereof, Seller shall provide Buyer true and correct copies of all agreements with the Sale Leaseback Lessor (with confidential terms redacted). (iii) It shall be a Default (which shall be subject to cure only if such Default is reasonably capable of being promptly and completely cured by Seller, and if not capable of being promptly and completely cured by Seller, shall be an immediate Default without opportunity to cure hereunder) should Seller enter into a Sale Leaseback Financing unless the Sale Leaseback Lessor or Sale Leaseback Lessors thereunder and Seller shall have concurrently entered into an agreement with Buyer providing for (A) substantially the terms set forth in Appendix N, and (B) estoppel certificate(s) from such Sale Leaseback Lessor or Sale Leaseback Lessors certifying that this Agreement remains in full force and effect and binding on Seller and that each agreement providing for Seller’s rights in and to the Site remains in full force and effect and binding on the third parties thereto. (iv) Seller shall deliver, or cause to be delivered, copies of all resolutions and other documents evidencing the actions taken to approve, execute and deliver such Sale Leaseback Financing agreements and any the documents required in Section 12.5(d), in each case certified by an authorized representative of Seller as being true, correct and complete, and an incumbency certificate signed by the secretary of Seller certifying as to the names and signatures of the authorized representatives of Seller. (e) Capacity Attributes. Throughout the Delivery Term, Seller shall use commercially reasonable efforts to maintain FCDS or PCDS, as the case may be, for the BESS from the CAISO. Item 14 Page 122 of 226 - 73 - ARTICLE XIII DEFAULT; TERMINATION AND REMEDIES; PERFORMANCE DAMAGE Section 13.1 Default. Each of the following events or circumstances shall constitute a “Default” by the responsible Party (the “Defaulting Party”): (a) Payment Default. Failure by a Party to make any payment (except for the payment of Daily Delay Damages) under this Agreement when and as due (other than payments disputed in good faith) that is not cured within twenty (20) days after receipt of notice thereof from the other Party (which amount shall include payment of interest from the due date at the Interest Rate). (b) Performance Default. Failure by a Party to perform any of its duties or obligations under this Agreement (other than any failure that is separately listed as a Default of Seller under this Section 13.1) that is not cured within thirty (30) days after receipt of notice thereof from the other Party; provided that if such failure cannot be cured within such thirty (30) day period despite reasonable commercial efforts and such failure is not a failure to make a payment when due, such Party shall have up to ninety (90) additional days to cure. (c) Breach of Representation and Warranty. Any representation, warranty, certification or other statement made by a Party in this Agreement, or in the case of Seller, made in a certification delivered pursuant to Section 12.4, is false or inaccurate at the time made and materially and adversely affects Seller’s ability to perform its obligations hereunder; provided that no Default shall exist if such falsity, inaccuracy or material adverse effect is remedied within thirty (30) days after receipt of notice thereof from another Party. (d) Bankruptcy. Bankruptcy of Buyer or Seller. (e) Performance Security Failure. (i) The failure of Seller to furnish Performance Security by the times set forth in Section 5.7(a) and Section 5.7(b) or the failure of Seller to maintain or replace the Performance Security in compliance with Section 5.7; (ii) the failure of any of the Performance Security to be in full force and effect in accordance with Section 5.7; or (iii) the issuer of any Performance Security provided by Seller hereunder contests the validity or enforceability of the Performance Security, the letter of credit provider denies that it has any liability in respect of any Performance Security, or the letter of credit provider fails to honor a draw request properly made and tendered under this Agreement and such Performance Security is not replaced and such Performance Security is not replaced in compliance with Section 5.7, which in the case of any of the foregoing parts (i) and (ii), is not remedied within five (5) Business Days after such occurrence, and in the case of the foregoing part (iii) is not remedied within five (5) Business Days after Seller becomes aware of such occurrence. (f) Insurance Default. The failure of Seller to maintain and provide acceptable evidence of the required Insurance for the required period of coverage as set forth in Appendix F that is not cured within five (5) Business Days after receipt of notice of such failure from Buyer. Item 14 Page 123 of 226 - 74 - (g) Fundamental Change. Except as permitted by Section 14.7, (i) a Party makes an assignment of its rights or delegation of its obligations under this Agreement, or (ii) a Change in Control occurs. (h) [Reserved] (i) Casualty. Seller fails to meet its obligations under Section 14.19(b) and does not cure such failure within fifteen (15) Business Days after receipt of notice of such failure from Buyer. (j) Construction Start Milestone. (i) Seller fails to achieve the Construction Start Milestone on or before the date that is one hundred eighty (180) days after the Milestone Date for the Construction Start Milestone and (ii) Buyer elects not to allow Seller to continue to pay Daily Delay Damages to Buyer pursuant to Section 3.5(b)(ii). (k) Commercial Operation Date. Seller fails to achieve Commercial Operation on or before the Commercial Operation Date Deadline. (l) Shortfall Energy Termination Default. The failure of the Facility during any two (2) consecutive Contract Years to deliver the sum of PV Delivered Energy plus Deemed Generated Energy in an amount that, on average, equals at least seventy-five percent (75%) of the Annual Contract Quantity applicable for such two (2) consecutive Contract Years. (m) BESS Defaults. A BESS performance failure as set forth in Section 9.6(c)(i) or Section 9.6(c)(ii). Section 13.2 Default Remedy. (a) If Buyer is in Default for nonpayment, subject to any duty or obligation under this Agreement, Seller may, at its sole option, (i) suspend performance hereunder, (ii) terminate this Agreement in accordance with Section 13.4, or (iii) continue to provide services pursuant to its obligations under this Agreement; provided that nothing in this Section 13.2(a) shall affect Seller’s rights and remedies set forth in this Section 13.2. Seller’s continued service to Buyer shall not act to relieve Buyer of any of its duties or obligations under this Agreement. (b) Notwithstanding any other provision herein, if any Default has occurred and is continuing, the affected Party may, whether or not the dispute resolution procedure set forth in Section 14.3 has been invoked or completed, bring an action in any court of competent jurisdiction as set forth in Section 14.3 seeking injunctive relief in accordance with applicable rules of civil procedure. (c) Except as expressly limited by this Agreement, if a Default has occurred and is continuing and Buyer is the Defaulting Party, Seller may without further notice exercise any rights and remedies provided herein or otherwise available at law or in equity including a termination of this Agreement pursuant to Section 13.4. No failure of Seller to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by Seller of any other right, remedy or power hereunder preclude any other or future exercise of any right, remedy or power. Item 14 Page 124 of 226 - 75 - (d) Except as expressly limited by this Agreement, if a Default has occurred and is continuing and Seller is the Defaulting Party, Buyer may without further notice exercise any rights and remedies provided for herein, or otherwise available at law or equity, including (i) application of all amounts available under the Performance Security against any amounts then payable by Seller to Buyer under this Agreement and (ii) termination of this Agreement pursuant to Section 13.4. No failure of Buyer to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by Buyer of any right, remedy or power hereunder preclude any other or future exercise of any right, remedy or power by Buyer. Section 13.3 Cure Rights of Facility Lender. Buyer shall provide such consents to assignment, substantially in the form attached as Appendix P, subject to modification as may be reasonably requested by Seller or any Facility Lender (other than a Tax Equity Investor) and agreed by Buyer after reasonable consideration, which shall comply with the applicable terms and conditions of this Agreement (such consent, the “Consent and Agreement”). The Consent and Agreement shall provide the Facility Lender, as applicable, or its agent notice of the occurrence of any Default described in Section 13.1 and the opportunity to cure any such default to the extent Seller has an opportunity hereunder to cure such default. Seller shall promptly repay Buyer for any costs or expenses incurred by Buyer in making any such payments or otherwise incurred by Buyer in connection with curing a default by Seller. In addition, Buyer shall, if reasonably requested by a Tax Equity Investor, provide a written consent providing such Tax Equity Investor with the right, but not the obligation, at any time, to pay any or all amounts due from Seller to Buyer hereunder, and to do any other act or thing required of Seller, in each case to cure any default of Seller under this Agreement in a manner that is consistent with the applicable terms and conditions of this Agreement, and provide a customary estoppel certificate, provided that the terms and conditions of any such consent, or any estoppel certificate, shall have no (and could not reasonably be expected to have any) adverse effect on Buyer’s rights under this Agreement, and, except for a reasonable additional cure period for the Tax Equity Investor to cure a default of Seller as set forth in the consent with such Tax Equity Investor, which additional cure period shall be no longer than the cure period afforded the Facility Lender, shall be consistent with the terms and conditions of this Agreement. Seller shall pay Buyer for the reasonable costs and expenses, including reasonable attorneys’ fees, incurred by Buyer in the negotiation of the documents Buyer is required to deliver hereunder. Section 13.4 Termination for Default. (a) If a Default occurs, the Party that is not the Defaulting Party (the “Non- Defaulting Party”) may, for so long as the Default is continuing and, to the extent permitted by applicable law, without limiting any other rights or remedies available to the Non-Defaulting Party under this Agreement, by notice by it (“Termination Notice”) to the Defaulting Party (i) establish a date (which shall be no earlier than the date of such notice and no later than twenty (20) days after the date of such notice) (“Early Termination Date”) on which this Agreement shall terminate, and (ii) withhold any payments due in respect of this Agreement; provided, upon the occurrence of any Default of the type described in Section 13.1(d), this Agreement shall automatically terminate, without notice or other action by either Party as if an Early Termination Date had been declared immediately prior to such event. Item 14 Page 125 of 226 - 76 - (b) If an Early Termination Date has been designated, the Non-Defaulting Party shall calculate in a commercially reasonable manner its Gains, Losses and Costs resulting from the termination of this Agreement and the resulting Termination Payment. The Gains, Losses and Costs relating to the Products that would have been required to be delivered under this Agreement had it not been terminated shall be determined by comparing the amounts Buyer would have paid for the Products under this Agreement to the equivalent quantities and relevant market prices, either quoted by one or more bona fide third party offers, or which are reasonably expected by the Non-Defaulting Party to be available in the market under a replacement contract for this Agreement covering the same products and having a term equal to the Remaining Term at the date of the Termination Notice, adjusted to account for differences in transmission, if any. To ascertain the market prices of a replacement contract, the Non-Defaulting Party may consider, among other valuations, quotations from dealers in Energy contracts and bona fide third party offers. The Non- Defaulting Party shall not be required to enter into any such replacement agreement in order to determine its Gains, Losses and Costs or the Termination Payment. (c) For purposes of the Non-Defaulting Party’s determination of its Gains, Losses and Costs and the Termination Payment, it shall be assumed, regardless of the facts, that Seller would have sold, and Buyer would have purchased, each day during the Remaining Term (i) PV Delivered Energy in an amount equal to the Assumed Daily Deliveries, (ii) the Environmental Attributes associated therewith, (iii) all Capacity Rights and (iv) the full BESS Contract Capacity. The “Assumed Daily Deliveries” shall be an amount equal to the greater of (A) the quotient of the Guaranteed Delivered Energy divided by the number of days in the applicable Contract Year, and (B) the average daily amount of PV Delivered Energy during the Delivery Term, if any. (d) The Non-Defaulting Party shall notify the Defaulting Party of the Termination Payment, which notice shall include a written statement explaining in reasonable detail the calculation of such amount. If the Termination Payment is a positive number, the Defaulting Party shall, within ten (10) Business Days after receipt of such notice, pay the Termination Payment to the Non-Defaulting Party, together with interest accrued at the Interest Rate from the Early Termination Date until paid. (e) If the Defaulting Party disagrees with the calculation of the Termination Payment and the Parties cannot otherwise resolve their differences, the calculation of the Termination Payment shall be submitted to the dispute resolution process provided in Section 14.3. Following resolution of the dispute, the Defaulting Party shall pay the full amount of the Termination Payment (if any) as determined by such resolution as and when required, but no later than thirty (30) days following the date of such resolution, together with all interest, at the Interest Rate, that accrued from the Early Termination Date until the date the Termination Payment is paid. (f) For purposes of this Agreement: (i) “Gains” means, with respect to a Party, an amount equal to the present value of the economic benefit (exclusive of Costs), if any, resulting from the termination of its obligations under this Agreement, determined in a commercially reasonable manner; Item 14 Page 126 of 226 - 77 - (ii) “Losses” means, with respect to a Party, an amount equal to the present value of the economic loss (exclusive of Costs), if any, resulting from the termination of its obligations under this Agreement, determined in a commercially reasonable manner; (iii) “Costs” means, with respect to a Party, brokerage fees, commissions and other similar transaction costs and expenses reasonably incurred in terminating any arrangement pursuant to which it has hedged its obligations or in entering into new arrangements which replace this Agreement, excluding attorneys’ fees, if any, incurred in connection with enforcing its rights under this Agreement. Each Party shall use reasonable efforts to mitigate or eliminate its Costs. (iv) In no event shall a Party’s Gains, Losses or Costs include any penalties or similar charges imposed by the Non-Defaulting Party. (v) The Present Value Rate shall be used as the discount rate in all present value calculations required to determine Gains, Losses and Costs. (g) At the time for payment of any amount due under this Section 13.4, each Party shall pay to the other Party, all additional amounts, if any, payable by it under this Agreement (including any amounts withheld pursuant to Section 13.4(a)). ARTICLE XIV MISCELLANEOUS Section 14.1 Authorized Representative. Each Party shall designate an authorized representative who shall be authorized to act on its behalf with respect to those matters contained herein (each an “Authorized Representative”), which shall be the functions and responsibilities of such Authorized Representatives. Each Party may also designate an alternate who may act for the Authorized Representative. Within thirty (30) days after execution of this Agreement, each Party shall notify the other Party of the identity of its Authorized Representative, and alternates if designated, and shall promptly notify the other Party of any subsequent changes in such designation. The Authorized Representatives shall have no authority to alter, modify, or delete any of the provisions of this Agreement. To the extent that an Authorized Representative’s contact information is not provided in Appendix J, at the time a Party designates such Authorized Representative, such Party shall concurrently provide written notice to the other Party of such Authorized Representative’s contact information. Section 14.2 Notices. All notices, requests, demands, consents, waivers and other communications which are required under this Agreement shall be in writing and shall be deemed properly sent if delivered in person, reliable overnight courier, or sent by registered or certified mail, postage prepaid to the persons specified in Appendix J. The Parties may update Appendix J, from time to time, to designate another person, address or office to which notices shall be delivered by delivering notice to the other Parties in accordance with this Agreement. In addition to the foregoing, the Parties may agree in writing at any time to deliver notices, requests, demands, consents, waivers and other communications through alternate methods, such as electronic mail. Section 14.3 Dispute Resolution. Item 14 Page 127 of 226 - 78 - (a) In the event of any claim, controversy or dispute between the Parties arising out of or relating to or in connection with this Agreement (including any dispute concerning the validity of this Agreement or the scope and interpretation of this Section 14.3) (a “Dispute”), either Party (the “Notifying Party”) may deliver to the other Party (the “Recipient Party”) notice of the Dispute with a detailed description of the underlying circumstances of such Dispute (a “Dispute Notice”). The Dispute Notice shall include a schedule of the availability of the Notifying Party’s senior officers (having a title of senior vice president (or its equivalent) or higher) duly authorized to settle the Dispute during the thirty (30) day period following the delivery of the Dispute Notice. (b) The Recipient Party shall, within five (5) Business Days following receipt of the Dispute Notice, provide to the Notifying Party a parallel schedule of availability of the Recipient Party’s senior officers (having a title of senior vice president (or its equivalent) or higher) duly authorized to settle the Dispute. Following delivery of the respective senior officers’ schedules of availability, the senior officers of the Parties shall meet and confer as often as they deem reasonably necessary during the remainder of the thirty (30) day period in good faith negotiations to resolve the Dispute to the satisfaction of each Party. (c) In the event a Dispute is not resolved pursuant to the procedures set forth in Section 14.3(a) and Section 14.3(b) by the expiration of the thirty (30) day period set forth in Section 14.3(a), then a Party may pursue any legal remedy available to it in accordance with the provisions of Section 14.12 and Section 14.13 of this Agreement. (d) In addition to the Dispute resolution process set forth in this Section 14.3, the Parties shall comply with California law governing claims against public entities and presentment of such claims. Section 14.4 Further Assurances; Change in Electric Market Design. (a) Each Party agrees to execute and deliver all further instruments and documents, and take all further actions not inconsistent with the provisions of this Agreement that may be reasonably necessary to effectuate the purposes and intent of this Agreement. (b) If a change in the CAISO Tariff renders this Agreement or any provisions hereof incapable of being performed or administered, then either Party may request that Buyer and Seller enter into negotiations to make the minimum changes to this Agreement necessary to make this Agreement capable of being performed and administered, while attempting to preserve to the maximum extent possible the benefits, burdens, and obligations set forth in this Agreement as of the Effective Date. Upon delivery of such a request, Buyer and Seller shall engage in such negotiations in good faith. If Buyer and Seller are unable, within sixty (60) days after delivery of such request, to agree upon changes to this Agreement or to resolve issues relating to changes to this Agreement, then either Party may submit issues pertaining to changes to this Agreement to the Dispute resolution process set forth in Section 14.3. Notwithstanding the foregoing, a change in cost shall not in and of itself be deemed to render this Agreement or any of the provisions hereof incapable of being performed or administered, or constitute, or form the basis of, a Force Majeure. Item 14 Page 128 of 226 - 79 - Section 14.5 No Dedication of Facilities. Any undertaking by one Party to the other Party under any provisions of this Agreement shall not constitute the dedication of the Facility or any portion thereof of either Party to the public or to the other Party or any other Person, and it is understood and agreed that any such undertaking by either Party shall cease upon the termination of such Party’s obligations under this Agreement. Section 14.6 Force Majeure. (a) A Party shall not be considered to be in default in the performance of any of its obligations under this Agreement (other than the obligations of a Party to make payment of amounts due under this Agreement) when and to the extent such Party’s performance is prevented by a Force Majeure that, despite the exercise of due diligence, such Party is unable to prevent or mitigate, provided the Party has given a written detailed description of the full particulars of the Force Majeure to the other Party reasonably promptly after becoming aware of the impact of such Force Majeure event on the performance of Seller’s obligations hereunder (and in any event within fourteen (14) days after becoming aware of the impact of the claimed Force Majeure event) (the “Force Majeure Notice”), which notice shall include information with respect to the nature, cause and date and time of commencement of such event, and the anticipated scope and duration of the delay. The Party providing such Force Majeure Notice shall be excused from fulfilling its obligations under this Agreement until such time as the Force Majeure has ceased to prevent performance, at which time such Party shall promptly notify the other Party of the resumption of its obligations under this Agreement. If Seller is unable to deliver PV Delivered Energy due to a Force Majeure, then Buyer shall have no obligation to pay Seller for PV Delivered Energy not delivered or received by reason thereof. It is understood by the Parties that, subject to the provisions of Section 7.4, the foregoing provisions shall not excuse either Party’s obligation to make payments to one another up to the time that Seller ceases deliveries of PV Delivered Energy, arising prior to the occurrence of any Force Majeure event. In no event shall Buyer or Seller be obligated to compensate the other Party or any other Person for any losses, expenses or liabilities that the other Party or such other Person may sustain as a consequence of any Force Majeure. (b) The term “Force Majeure” means any event, circumstance or condition that (i) prevents one Party from performing any of its obligations under this Agreement, (ii) is not within the reasonable control of, or the result of negligence, willful misconduct, breach of contract, intentional act or omission or wrongdoing on the part of the affected Party (or any subcontractor or Affiliate of that Party, or any Person under the control of that Party or any of its subcontractors or Affiliates, or any Person for whose acts such subcontractor or Affiliate is responsible), and (iii) by the exercise of due diligence the affected Party is unable to overcome or avoid or cause to be avoided; provided, nothing in clause (iii) above shall be construed so as to require a Party to accede or agree to any provision not satisfactory to it in order to settle and terminate a strike or labor dispute in which it may be involved; and subject to satisfying the foregoing requirements, Force Majeure may include any act of God (including fire, flood, earthquake, extremely severe storm, lightning strike, tornado, volcanic eruption, hurricane or other natural disaster), labor disturbance, strike or lockout of a national scope, epidemic or pandemic, act of the public enemy, war, insurrection, riot, explosion, terrorist activities or any order, regulation or restriction imposed by governmental, military or lawfully established civilian authorities. Notwithstanding the foregoing, the conditions existing as of the date of this Agreement due to the COVID-19 pandemic shall not be considered a Force Majeure, but any subsequent material government restrictions that Item 14 Page 129 of 226 - 80 - materially impact a Party’s obligations under this Agreement due to a worsening or resurgence of the COVID-19 pandemic may be considered a Force Majeure. Any Party rendered unable to fulfill any of its obligations by reason of a Force Majeure shall exercise due diligence to remove such inability with reasonable dispatch within a reasonable time period and mitigate the effects of the Force Majeure. The relief from performance shall be of no greater scope and of no longer duration than is required by the Force Majeure. Without limiting the generality of the foregoing, a Force Majeure does not include any of the following (each an “Unexcused Cause”): (1) any requirement to comply with a RPS Law or any change (whether voluntary or mandatory) in any RPS Law, or other Change in Law, that may affect the value of the Products; (2) events arising from the failure by Seller to construct, operate or maintain the Facility in accordance with this Agreement except to the extent such event is caused by a Force Majeure; (3) any increase of any kind in any cost; (4) delays in or inability of a Party to obtain financing or other economic hardship of any kind, or any reduction in profit associated with the performance of a Party’s obligations under this Agreement; (5) Seller’s ability to enter into a contract to sell PV System Energy at a more favorable price or Buyer’s ability to purchase the Product or any part thereof at a price lower than that provided in this Agreement; (6) curtailment or other interruption of any Transmission Service except to the extent such interruption is caused by a Force Majeure; (7) failure of third parties to provide goods or services essential to a Party’s performance except to the extent such failure is caused by a Force Majeure; (8) Facility or equipment failure of any kind except to the extent such failure is caused by a Force Majeure; or (9) any inability or failure to pay, or any changes in the financial condition of Buyer, Seller, the Facility Lender or any subcontractor or supplier affecting the affected Party’s ability to perform its obligations under this Agreement. (c) Following the Commercial Operation Date, Buyer may terminate this Agreement if (i) a Force Majeure event occurs that diminishes the production of the PV System by more than fifty percent (50%) of the PV Contract Capacity or the capacity of the BESS by more than fifty percent (50%) of the BESS Contract Capacity for a period of eighteen (18) consecutive months, or (ii) the Facility is rendered inoperable and an independent engineer that is mutually acceptable to both Parties determines that the Facility cannot be repaired or replaced within a period not to exceed twenty-four (24) months following the date of the occurrence of the Force Majeure event. (d) Any termination of this Agreement under Section 14.6(c) shall be “no- fault” and neither Party shall have any liability or obligation to the other Party arising out of such termination. Notwithstanding the foregoing, upon any such termination, each Party shall pay the other Party for any and all amounts hereunder that may be owing, including Seller’s obligation to make payments to Buyer for any existing Shortfall Energy, or other outstanding payments due in the ordinary course that occurred prior to the termination. Buyer shall return to Seller the Performance Security (less any amounts drawn by Buyer in accordance with this Agreement). The exercise by Buyer of its right to terminate the Agreement shall not render Buyer or Seller liable for any losses or damages incurred by the other Party whatsoever. Section 14.7 Assignment of Agreement. (a) Buyer may from time to time and at any time assign any or all of its rights, and delegate any or all of its obligations, under this Agreement in whole or in part without the consent of Seller to a Qualified Buyer Assignee. Buyer shall provide Seller with thirty (30) days’ Item 14 Page 130 of 226 - 81 - prior notice of any such assignment or delegation. Notwithstanding the foregoing, in connection with any such assignment, such Qualified Buyer Assignee shall execute a written assumption agreement in favor of Seller pursuant to which any such Qualified Buyer Assignee shall assume all the obligations of Buyer under this Agreement, thereby relieving the assignor Buyer from its duties and obligations hereunder and thereunder. (b) Except as set forth in this Section 14.7, Seller shall not assign any of its rights, or delegate any of its obligations, in or under this Agreement, without the prior written consent of Buyer, such consent not to be unreasonably withheld, conditioned, or delayed beyond the time period necessary for the internal review and approval process of Buyer. Any purported assignment or delegation in violation of this provision shall be null and void and of no force or effect. (c) Seller may, without the prior written consent of Buyer, transfer or assign this Agreement if (A) the assignee is an Affiliate of Seller; (B) the Project Development Security, or the Delivery Term Security, as applicable, is maintained in full force and effect or replaced in a accordance with the terms of this Agreement; (C) Seller has given Buyer notice at least fifteen (15) Business Days before the date of such proposed assignment; (D) Seller has provided Buyer a written agreement or certificate signed by the Affiliate to which Seller wishes to assign its interests that provides that such Affiliate will assume all of Seller’s obligations and liabilities under this Agreement upon such transfer or assignment; and (E) such transfer or assignment is not in violation of applicable law. (d) Buyer’s consent shall not be required in connection with the collateral assignment or pledge of this Agreement for the sole purpose of financing this Facility to any Facility Lender or the assignment of this Agreement to a Tax Equity Investor in connection with a Tax Equity Financing; provided, however, that (1) in connection with any such assignment or pledge and the exercise of remedies by any Facility Lender, the Facility Lender acknowledges and agrees to be bound by the requirement that the Facility be operated and maintained by a Qualified Operator and (2) in the event of any foreclosure, whether judicial or nonjudicial, or any deed in lieu of foreclosure, in connection with any deed of trust, mortgage, or other similar Lien, Facility Lender shall be bound by the covenants and agreements of Seller in this Agreement. Seller shall provide Buyer with ninety (90) days’ prior notice of any such collateral assignment or pledge. Notwithstanding the foregoing or anything else expressed or implied herein to the contrary, Seller shall not assign, transfer, convey, encumber, sell or otherwise dispose of all or any portion of the Products (not including the proceeds thereof) to any Facility Lender; provided that nothing herein shall limit Seller’s right to encumber revenues earned from the sale of all or any portion of the Products, including Replacement Product. (e) Seller shall provide (i) at least sixty (60) days’ written notice to Buyer prior to the occurrence of any Change in Control pursuant to Section 14.7(f) or (ii) at least ninety (90) days’ written notice to Buyer prior to the occurrence of any Tax Equity Financing. Concurrently with such notice, Seller shall provide Buyer with a then-current chart of the corporate organizational structure and ownership of Seller and a post-Change in Control or post-Tax Equity Financing, as applicable, chart of the corporate organizational structure and ownership of Seller. In addition, following any permitted Change in Control, Seller and Buyer shall update the definition of Seller’s Ultimate Parent by updating Schedule 12.2(h) of this Agreement. Item 14 Page 131 of 226 - 82 - (f) A Change in Control is permitted if (i) Buyer has given prior written consent to the transaction or transactions constituting the Change in Control, such consent not to be unreasonably withheld, conditioned or delayed and (ii) concurrently with the transaction or transactions constituting the Change in Control, if there is a successor entity to Seller, such successor entity executes a written assumption agreement in favor of Buyer pursuant to which such successor entity shall assume all of the obligations of Seller under this Agreement, and agree to be bound by all the terms and conditions of this Agreement. In connection with any Change in Control in which Seller remains party to this Agreement, at Buyer’s request, Seller shall deliver an estoppel certificate to Buyer confirming that this Agreement remains in full force and effect. (g) Except for a sale or transfer of the Facility by a Facility Lender as contemplated by Section 14.7(h), Seller shall not sell or transfer the Facility to any Person other than a Person to whom Seller assigns this Agreement in accordance with this Section 14.7, without the prior written consent of Buyer, other than a Sale Leaseback Financing (for which notice is required), without the prior written consent of Buyer; provided, that any such sale or transfer shall be in compliance with the provisions of Section 12.5(d). Any purported sale or transfer in violation of this Section 14.7(g) shall be null and void and of no force or effect. A Change in Control shall not be deemed a sale or transfer of the Facility. (h) In no event shall Buyer be liable to any Facility Lender for any claims, losses, expenses or damages whatsoever other than liability a Buyer may have to Seller under this Agreement. In the event of any foreclosure, whether judicial or nonjudicial, or any deed in lieu of foreclosure, in connection with any deed of trust, mortgage, or other similar Lien, Facility Lender shall be bound by the covenants and agreements of Seller in this Agreement; provided, however, that until the Person who acquires title to the Facility executes and delivers to Buyer a written assumption of Seller’s obligations under this Agreement in form and substance acceptable to Buyer, such Person shall not be entitled to any of the benefits of this Agreement. Any sale or transfer of all or any portion of the Facility by any Facility Lender in connection with any foreclosure, whether judicial or nonjudicial, or any deed in lieu of foreclosure, in connection with any deed of trust, mortgage or similar Lien on the Facility, shall be made only to an entity that is a Qualified Transferee. (i) Seller shall reimburse, or shall cause the Facility Lender to reimburse, Buyer for the incremental direct expenses reasonably incurred and documented by Buyer in the preparation, negotiation, execution or delivery of the Consent and Agreement for the Facility Lender and any other documents requested by Seller, the Facility Lender, or any Tax Equity Investor and provided by Buyer, in connection with to this Section 14.7 or any Tax Equity Financing. (j) Following the Commercial Operation Date, any collateral assignment in connection with a financing or refinancing that causes Facility Debt, in the aggregate, to exceed seventy percent (70%) of the Facility Cost as of the date of the collateral assignment is prohibited. Section 14.8 Ambiguity. The Parties acknowledge that this Agreement was jointly prepared by them, by and through their respective legal counsel, and any uncertainty or ambiguity existing herein shall not be interpreted against either Party on the basis that the Party Item 14 Page 132 of 226 - 83 - drafted the language, but otherwise shall be interpreted according to the application of the rules on interpretation of contracts. Section 14.9 Attorneys’ Fees & Costs. Both Parties agree that in any action to enforce the terms of this Agreement that each Party shall be responsible for its own attorneys’ fees and costs. Each of the Parties to this Agreement was represented by its respective legal counsel during the negotiation and execution of this Agreement. Notwithstanding the foregoing, to the extent Buyer incurs legal costs in order to facilitate a Sale Leaseback Financing under Section 12.5(d) or the collateral assignment or pledge of this Agreement under Section 14.7(d), to evaluate whether a Change in Control has occurred, or such other action or review that is at the request of Seller, Seller shall bear Buyer’s reasonable and documented legal costs therefor. Section 14.10 Voluntary Execution. Both Parties acknowledge that they have read and fully understand the content and effect of this Agreement and that the provisions of this Agreement have been reviewed and approved by their respective counsel. The Parties further acknowledge that they have executed this Agreement voluntarily, subject only to the advice of their own counsel, and do not rely on any promise, inducement, representation or warranty that is not expressly stated herein. Section 14.11 Entire Agreement; Amendments. This Agreement (including all Appendices and Exhibits) contains the entire understanding concerning the subject matter herein and supersedes and replaces any prior negotiations, discussions or agreements between the Parties, or any of them, concerning that subject matter, whether written or oral, except as expressly provided for herein. This is a fully integrated document. Each Party acknowledges that no other party, representative or agent, has made any promise, representation or warranty, express or implied, that is not expressly contained in this Agreement that induced the other Party to sign this document. This Agreement may be amended or modified only by an instrument in writing signed by each Party. Section 14.12 Governing Law. This Agreement was made and entered into in the County of Los Angeles, California and shall be governed by, interpreted and enforced in accordance with the laws of the State of California, without regard to conflict of law principles. Section 14.13 Venue. All litigation arising out of, or relating to this Agreement, shall be brought in a state or federal court in the County of Los Angeles in the State of California. The Parties irrevocably agree to submit to the exclusive jurisdiction of such courts in the State of California and waive any defense of forum non conveniens. Section 14.14 Execution in Counterparts. This Agreement may be executed in counterparts and upon execution by each signatory, each executed counterpart shall have the same force and effect as an original instrument and as if all signatories had signed the same instrument. Any signature page of this Agreement may be detached from any counterpart of this Agreement without impairing the legal effect of any signature thereon, and may be attached to another counterpart of this Agreement identical in form hereto by having attached to it one or more signature pages. Item 14 Page 133 of 226 - 84 - Section 14.15 Effect of Section Headings. Section headings appearing in this Agreement are inserted for convenience only and shall not be construed as interpretations of text. Section 14.16 Waiver; Available Remedies. The failure of either Party to this Agreement to enforce or insist upon compliance with or strict performance of any of the terms or conditions hereof, or to take advantage of any of its rights hereunder, shall not constitute a waiver or relinquishment of any such terms, conditions or rights, but the same shall be and remain at all times in full force and effect. Except to the extent this Agreement expressly provides an exclusive remedy for a breach, nothing contained herein shall preclude either Party from seeking and obtaining any available remedies hereunder, including recovery of damages caused by the breach of this Agreement and specific performance or injunctive relief, or any other remedy given under this Agreement or now or hereafter existing in law or equity or otherwise. Seller acknowledges that money damages may not be an adequate remedy for violations of this Agreement and that Buyer may, in its sole discretion seek and obtain from a court of competent jurisdiction specific performance or injunctive or such other relief as such court may deem just and proper to enforce this Agreement or to prevent any violation hereof. Seller hereby waives any objection to specific performance or injunctive relief. The rights granted herein are cumulative. Section 14.17 Relationship of the Parties. This Agreement shall not be interpreted to create an association, joint venture or partnership between the Parties hereto or to impose any partnership obligation or liability upon either Party. Neither Party shall have any right, power or authority to enter into any agreement or undertaking for, or act on behalf of, or to act as an agent or representative of, the other Party. Section 14.18 Third Party Beneficiaries. The provisions of this Agreement are solely for the benefit of the Parties, and, through Buyer, the Participating Members. Except for the Participating Members, nothing in this Agreement, whether express or implied, shall be construed to give to, or be deemed to create in, any other Person, whether as a third party beneficiary of this Agreement or otherwise, any legal or equitable right, remedy or claim in respect of this Agreement or any covenant, condition, provision, duty, obligation or undertaking contained or established herein. Except as provided herein, this Agreement shall not be construed in any respect to be a contract in whole or in part for the benefit of any Person that is not a party hereto. Section 14.19 Indemnification; Damage or Destruction; Insurance; Condemnation; Limit of Liability. (a) Indemnification. Seller undertakes and agrees to indemnify and hold harmless Buyer, Participating Members, and all of their respective commissioners, officers, agents, employees, advisors, and Authorized Representatives and assigns and successors in interest (collectively, “Indemnitees”) and, at the option of Buyer, to defend such Indemnitees from and against any and all suits and causes of action (including proceedings before FERC), claims, charges, damages, demands, judgments, civil fines and penalties, other monetary remedies or losses of any kind or nature whatsoever, for death, bodily injury or personal injury to any person, including Seller’s employees and agents, or third persons, or damage or destruction to any property of either Party or third persons, in any manner arising by reason of any breach of this Agreement by Seller, any failure of a representation, warranty or guarantee of Seller hereunder to be true in all material respects, the negligent acts, errors, omissions or willful misconduct incident to the Item 14 Page 134 of 226 - 85 - performance of this Agreement on the part of Seller, or any of the Seller’s officers, agents, employees, or subcontractors of any tier, except to the extent caused by the gross negligence or willful misconduct of any such Indemnitee. (b) Damage or Destruction. Subject to the provisions of Section 14.6, and to the consent of Facility Lender, not to be unreasonably withheld, in the event of any damage or destruction of the Facility or any part thereof, the Facility or such part thereof shall be diligently repaired, replaced or reconstructed by Seller so that the Facility or such part thereof shall be restored to substantially the same general condition and use as existed prior to such damage or destruction, unless a different condition or use is determined by Seller using its reasonable discretion taking into account the economics of repair, replacement, or reconstruction. Proceeds actually received of Insurance with respect to such damage or destruction maintained as provided in this Agreement shall be applied in Seller’s reasonable discretion, subject to the consent of the Facility Lender, not to be unreasonably withheld, to the payment for such repair, replacement or reconstruction of the damage or destruction. (c) Insurance. Seller shall obtain and maintain the Insurance coverages listed in Appendix F. (d) [Reserved]. (e) Limitation of Liability. EXCEPT TO THE EXTENT INCLUDED IN THE DAILY DELAY DAMAGES OR OTHER LIQUIDATED DAMAGES PROVIDED HEREIN, INDEMNIFICATION OBLIGATIONS RELATED TO THIRD PARTY CLAIMS, OR OTHER SPECIFIC CHARGES EXPRESSLY PROVIDED FOR HEREIN, IN NO EVENT SHALL EITHER PARTY OR, IN THE CASE OF BUYER, ITS INDEMNITEES, BE LIABLE FOR SPECIAL, INCIDENTAL, EXEMPLARY, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES, LOST PROFITS OR OTHER COSTS, BUSINESS INTERRUPTION DAMAGES RELATED TO OR ARISING OUT OF A PARTY’S PERFORMANCE OR NON-PERFORMANCE OF THIS AGREEMENT, WHETHER BASED ON OR CLAIMED UNDER STATUTE, CONTRACT, TORT (INCLUDING SUCH PARTY’S OWN NEGLIGENCE) OR ANY OTHER THEORY OF LIABILITY AT LAW OR IN EQUITY. IT IS THE INTENT OF THE PARTIES THAT THE LIMITATIONS HEREIN IMPOSED ON REMEDIES AND THE MEASURE OF DAMAGES BE WITHOUT REGARD TO THE CAUSE OR CAUSES OF SUCH DAMAGES, INCLUDING THE NEGLIGENCE OF ANY PARTY, WHETHER SUCH NEGLIGENCE BE SOLE, JOINT, CONTRIBUTORY, CONCURRENT, OR ACTIVE OR PASSIVE. THE PARTIES HEREBY WAIVE ANY RIGHT TO CONTEST SUCH PAYMENTS AS AN UNREASONABLE PENALTY. Notwithstanding any other provision of this Agreement, in no event shall Seller’s liability under or arising out of this Agreement, including its liability to Buyer for any Losses and Costs (including any liquidated damages, termination payments and other amounts), exceed One Hundred and Fifty Dollars ($150)/kW of the PV Contract Capacity or in the aggregate Seventeen Million Five Hundred Fifty Thousand Dollars ($17,550,000), provided, such limitation shall be recalculated to include the BESS Contract Capacity upon determination of the BESS Contract Capacity pursuant to Appendix A-2, during the period from the Effective Date until the Commercial Operation Date (the “Pre-COD Liability Cap”); provided, however, that such limitations shall not apply to any Losses and Costs arising out of (i) Seller’s obligations under this Agreement to indemnify and hold harmless Buyer for death, Item 14 Page 135 of 226 - 86 - bodily injury, or personal injury to any person or damage or destruction to any property or (ii) the gross negligence of willful misconduct of Seller or any of Seller’s Affiliates or subcontractors. (f) To the extent any damages required to be paid hereunder are liquidated, the Parties acknowledge that the damages are difficult or impossible to determine, and that the liquidated damages constitute a reasonable approximation of the anticipated harm or loss. Section 14.20 Severability. In the event any of the terms, covenants or conditions of this Agreement, or the application of any such terms, covenants or conditions, shall be held invalid, illegal or unenforceable by any court having jurisdiction, all other terms, covenants and conditions of this Agreement and their application not adversely affected thereby shall remain in force and effect, provided that the remaining valid and enforceable provisions materially retain the essence of the Parties’ original bargain. Section 14.21 Confidentiality. (a) Each Party agrees, and shall use reasonable efforts to cause its parent, subsidiary and Affiliates, and its and their respective directors, officers, employees, representatives and agents, as a condition to receiving confidential information hereunder, to keep confidential, except as required by applicable laws: (i) all documents, data, drawings, studies, projections, plans and other written information that relate to economic benefits to, or amounts payable by, either Party under this Agreement, and (ii) documents that are clearly marked “Confidential” at the time a Party shares such information with the other Party (clauses (i) and (ii) above, the “Confidential Information”). The provisions of this Section 14.21 shall survive and shall continue to be binding upon the Parties for a period of one (1) year following the date of termination or expiration of this Agreement. Notwithstanding the foregoing, information shall not be considered Confidential Information which (A) is disclosed with the prior written consent of the originating Party, (B) was in the public domain prior to disclosure or is or becomes publicly known or available other than through the action of the receiving Party in violation of this Agreement, (C) was lawfully in a Party’s possession or acquired by a Party outside of this Agreement, which acquisition was not known by the receiving Party to be in breach of any confidentiality obligation, or (D) is developed independently by a Party based solely on information that is not considered confidential under this Agreement. (b) Either Party may, without violating this Section 14.21, disclose matters that are made confidential by this Agreement: (i) to its counsel, accountants, auditors, advisors, other professional consultants, credit rating agencies, actual or prospective, co-owners, investors, purchasers, lenders, underwriters, contractors, suppliers, and others involved in construction, operation, and financing transactions and arrangements for a Party or its subsidiaries or Affiliates; (ii) to Governmental Authorities and parties involved in any proceeding in which either Party is seeking a Permit, certificate, or other regulatory approval or order necessary or appropriate to carry out this Agreement; (iii) to Governmental Authorities or the public as required by any applicable Requirement of Law, including oral questions, discovery requests, subpoenas, civil investigations Item 14 Page 136 of 226 - 87 - or similar processes and laws or regulations requiring disclosure of financial information, information material to financial matters, and filing of financial reports; (iv) to WREGIS in accordance with WREGIS Operating Rules; and (v) with respect to Buyer, to any of its respective members from time to time. (c) If a Party is requested or required, pursuant to any applicable law, regulation, order, rule, ruling or other Requirement of Law, discovery request, subpoena, civil investigation or similar process to disclose any of the Confidential Information, such Party shall provide prompt written notice to the other Party of such request or requirement so that at such other Party’s expense, such other Party can seek a protective order or other appropriate remedy concerning such disclosure. (d) Notwithstanding the foregoing or any other provision of this Agreement, Buyer may record, register, deliver and file all such notices, statements, instruments and other documents as may be necessary or advisable to render fully valid, perfected and enforceable under all applicable law the credit support contemplated by this Agreement, including the Project Development Security, and the Delivery Term Security, and the rights, Liens and priorities of Buyer with respect to such credit support. (e) Notwithstanding the foregoing or any other provision of this Agreement, Seller acknowledges that Buyer is subject to disclosure as required by the California Public Records Act, Cal. Govt. Code §§ 6250 et seq. (“CPRA”) and the Ralph M. Brown Act, Cal. Govt. Code §§ 54950 et seq. (“Brown Act”). Confidential Information of Seller provided to Buyer pursuant to this Agreement will become the property of Buyer, and Seller acknowledges that Buyer shall not be in breach of this Agreement or have any liability whatsoever under this Agreement or otherwise for any claims or causes of action whatsoever resulting from or arising out of Buyer copying or releasing to a third party any Confidential Information of Seller pursuant to CPRA or Brown Act. (f) Notwithstanding the foregoing or any other provision of this Agreement, Buyer may record, register, deliver and file all such notices, statements, instruments and other documents as may be necessary or advisable to render fully valid, perfected and enforceable under all applicable law the credit support contemplated by this Agreement, and the rights, Liens and priorities of Buyer with respect to such credit support. (g) If Buyer receives a CPRA request for Confidential Information of Seller, and Buyer or Buyer’s Authorized Representative determines that such Confidential Information is subject to disclosure under CPRA, then Buyer shall notify Seller of the request and its intent to disclose the documents. Buyer will comply with the disclosure requirements of the CPRA, including with respect to the release of documents unless Seller timely obtains a court order prohibiting such release. If Seller, at its sole expense, chooses to seek a court order prohibiting the release of Confidential Information pursuant to a CPRA request, then Seller undertakes and agrees to defend, indemnify and hold harmless Buyer and the Indemnitees from and against all suits, claims, and causes of action brought against Buyer or any Indemnitees for Buyer’s refusal to disclose Confidential Information of Seller to any person making a request pursuant to CPRA. Item 14 Page 137 of 226 - 88 - Seller’s indemnity obligations shall include, but are not limited to, all actual costs incurred by Buyer and any Indemnitees, and specifically including costs of experts and consultants, as well as all damages or liability of any nature whatsoever arising out of any suits, claims, and causes of action brought against Buyer or any Indemnitees, through and including any appellate proceedings. Seller’s obligations to Buyer and all Indemnitees under this indemnification provision shall be due and payable on a Monthly, on-going basis within thirty (30) days after each submission to Seller of Buyer’s invoices for all fees and costs incurred by Buyer and all Indemnitees, as well as all damages or liability of any nature. (h) 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 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. Section 14.22 Mobile-Sierra. The Parties hereby stipulate and agree that this Agreement was entered into as a result of arm’s-length negotiations between the Parties. Further, the Parties believe that, to the extent the sale of Energy under this Agreement is subject to Sections 205 and 206 of the Federal Power Act, 16 U.S.C. Sections 824d and 824e, the rates, terms and conditions of this Agreement are just and reasonable within the meanings of Sections 205 and 206 of the Federal Power Act, and that the rates, terms and conditions of this Agreement will remain so during the Agreement Term. Notwithstanding any provision of this Agreement, the Parties waive all rights to challenge the validity of this Agreement or whether it is just and reasonable for and with respect to the Agreement Term, under Sections 205 and 206 of the Federal Power Act, and to request the FERC to revise the terms and conditions and the rates or services specified in this Agreement, and hereby agree not to seek, nor support any third party in seeking, to prospectively or retroactively revise the rates, terms or conditions of this Agreement through application or complaint to FERC or any other state or federal agency, board, court or tribunal, related in any manner as to whether such rates, terms or conditions are just and reasonable or in the public interest under the Federal Power Act, absent prior written agreement of the Parties. The Parties also agree that, absent prior agreement in writing by the Parties to a proposed change, the standard of review for changes to any rate, charge, classification, term or condition of this Agreement, whether proposed by a Party (to the extent that any provision of this Section is unenforceable or ineffective as to such Party), a non-party or the FERC acting sua sponte shall be the “public interest” application of the “just and reasonable” standard of review that requires FERC to find an “unequivocal public necessity” or “extraordinary circumstances where the public will be severely harmed” to modify a contract, as 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), and clarified by Morgan Stanley Capital Group, Inc. v. Public Util. Dist. No. 1 of Snohomish, 554 U.S. 527 at 550-51 (2008) and NRG Power Marketing, LLC v. Maine Public Utilities Comm’n, 558 U.S. 165 (2010). Section 14.23 Future Phases. In the event that, after the Commercial Operation Date of the Facility, Seller or Affiliates of Seller (excluding Seller’s affiliate Desert Harvest and Item 14 Page 138 of 226 - 89 - Maverick projects sharing certain interconnection and electrical equipment) develop additional phases of the Facility or additional projects that (i) share real estate, infrastructure, equipment, land or other facilities with the Site and (ii) interconnect through the Point of Interconnection, then Seller shall provide Buyer with a right of first offer to evaluate and negotiate a power purchase agreement for the output from any such additional phases of the Facility or additional projects; provided that Seller’s obligations under this Section 14.23 shall not apply with respect to any additional battery energy storage project developed by Seller or its Affiliates (1) following the circumstances described in Section E of Appendix A-2 or (2) that uses any FCDS or PCDS awarded to Seller or its Affiliates with respect to the Point of Interconnection that exceeds the FCDS or PCDS awarded to Seller and that is utilized by the BESS. Notwithstanding anything to the contrary in this Agreement, the Facility and such battery energy storage project may enter into shared ownership (including co-tenancy) arrangements and arrangements regarding related interconnection rights and facilities on commercially reasonable terms that are customary in the industry. Buyer and Seller shall have ninety (90) days in which to negotiate diligently in good faith on the terms of an exclusivity agreement with respect to the purchase of energy from such additional phase or project. If Buyer and Seller cannot mutually agree on the terms of such exclusivity agreement after good faith diligent negotiation for a period of ninety (90) days, then Seller may sell the energy from such additional phase or project to a third party; provided that Seller may not offer terms with respect to such third party which are more favorable than the terms offered to Buyer without providing Buyer with a subsequent right to purchase the output for the more favorable price. If Buyer and Seller mutually agree on the terms of an exclusivity agreement for the purchase of energy from such additional phase or project, then, for the period of time specified in the exclusivity period, Buyer and Seller shall negotiate diligently in good faith to reach agreement on the terms of a power purchase agreement with respect to such additional phase or project. If Buyer and Seller cannot mutually agree on terms of a power purchase agreement with respect to such additional phase or project after good faith diligent negotiation for the period of time specified in such exclusivity agreement, then Seller may sell the energy from such additional phase or project to a third party; provided that Seller may not offer terms with respect to the purchase of energy from such additional phase or project to such third party which are more favorable than the terms offered to Buyer without providing Buyer with a subsequent right to purchase the output for the more favorable price. Section 14.24 Taxpayer Identification Number (TIN). Seller declares that its authorized TIN is 92-1191811. No payment will be made under this Agreement without a valid TIN. Section 14.25 Tax Treatment. The Parties acknowledge that Seller is the owner of the Facility for federal, state and local tax purposes. Seller shall be entitled to any and all: (a) federal, state or local investment tax credits (including ITCs), federal, state or local production tax credits (including PTCs) or other tax credits providing a tax benefit to Seller or any other Person based on an ownership or security interest in the Facility or PV System Energy, (b) depreciation deductions or similar benefits, and any other tax benefits arising from ownership or operation of the Facility and (c) cash grants or other financial incentives from any federal, state or local government available to Seller with respect to the Facility (including cash payments or grants of money in lieu of tax credits). The Parties intend that this Agreement will qualify as a “service contract” as such term is used in Section 7701(e) of the United States Internal Revenue Code of 1986. Item 14 Page 139 of 226 - 90 - Section 14.26 Dodd-Frank Wall-Street Reform and Consumer Protection Act. If and to the extent that this Agreement and the performance of the Parties’ obligations requires any reporting to the Commodity Futures Exchange Commission (together with any successor body, the “CFTC”) pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act, Seller shall be responsible for all such reporting (and Seller shall bear all costs and expenses associated therewith) and shall be the reporting counterparty for purposes of applicable parts of the regulations of the CFTC promulgated under the Commodity Exchange Act. Buyer shall promptly provide information reasonably required by Seller for any such reporting and Seller shall be entitled to report and disclose information concerning all swaps transacted under this Agreement (including information regarding the economic terms and valuations of this Agreement) to any applicable Governmental Authority (or a third party swap data repository as required by a Governmental Authority), from time to time, to the extent required by any applicable laws, regulations, rules or orders of any Governmental Authority. Additionally, to the extent either Party needs additional information or details from the other Party in order to comply with any such applicable laws, regulations, rules or orders (including information concerning such other Party’s organization, corporate status, status under the CFTC’s regulations and/or unique entity identifier), such other Party shall promptly provide such additional information or details to the first Party upon request therefor. Buyer shall promptly reimburse Seller for any costs, fines or penalties Seller incurs as a result of Buyer’s failure to comply with this Section 14.26. Seller shall promptly reimburse Buyer for any costs Buyer incurs as a result of Seller’s failure to comply with this Section 14.26 and the Commodity Exchange Act, except to the extent such costs are a result of any action or omission of Buyer. Item 14 Page 140 of 226 Buyer and Seller were represented by legal counsel during the negotiation and execution of this Agreement and the Parties have executed this Agreement as of the dates set forth below, effective as of the Effective Date. BUYER: Date /2-/f zL SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY l<rr P..> i <-4 J- Date: //5. Approved as to legal form and content: By A,r'o/" Adq//a Its:kritlon* 6en &t"t I Co unce I Signature Page to Power Purchase Agreement between Sapphire Solar' LLC and Southern California Public Power Authority '(hBy: Its: o A Item 14 Page 141 of 226 SELLER: SAPPHIRE SOLAR, LLC By: Hanson Wood Its: Vice President Signature Page to Power Purchase Agreement between Sapphire Solar, LLC and Southem Califarnia Public Power Authority Item 14 Page 142 of 226 Appendix A-1 - 1 4124-7072-0319.14 APPENDIX A-1 TO POWER PURCHASE AGREEMENT BETWEEN SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY AND SAPPHIRE SOLAR, LLC CONTRACT PRICE AND COST-BASED ADJUSTMENT A. General Pricing Provisions 1. Startup and Test Energy. The Contract Price per MWh for Startup and Test Energy (including associated Environmental Attributes and Capacity Rights) is equal to eighty percent (80%) of the then applicable price per MWh for PV Delivered Energy as provided in #2 below. 2. PV Delivered Energy. Commencing on the Commercial Operation Date, the price payable by Buyer per MWh of PV Delivered Energy that is not Excess Energy (including associated Environmental Attributes and Capacity Rights) is the Contract Price. All transmission and Ancillary Service costs, including Scheduling from the Facility to the Point of Delivery and any transformer crossover fees for transmitting energy between substations and the assumption that Buyer has no economic curtailment rights are included or assumed in calculating the Contract Price for PV Delivered Energy. 3. Excess Energy. The Contract Price per MWh for Excess Energy (including associated Environmental Attributes and Capacity Rights) is twenty-five percent (25%) of the then-applicable price per MWh for PV Delivered Energy as provided in #2 above. 4. BESS Capacity. Following the Commercial Operation Date, the price payable by Buyer for BESS Contract Capacity per kW-month shall be the BESS Capacity Price. B. EP&C Adjustments. 1. General. The Parties acknowledge and agree that: (a) The Base Contract Price has been agreed by the Parties based upon Seller’s estimate, as of the Effective Date, of the “all-in” costs for all amounts payable by or on behalf of Seller to third parties to complete the design, engineering, procurement, installation and construction of the PV System. Such estimated total “all-in” costs amount is herein referred to as the “Estimated PV System EP&C Costs”, which amount and the line item categories of costs included therein are set forth in Exhibit 1-A to this Appendix A-1 (the “PV System EP&C Budget”), and the total amount of such “all-in” costs that are actually incurred by Seller and its Affiliates is herein referred to as the “Actual PV System EP&C Costs”. (b) The BESS Base Capacity Price has been agreed by the Parties based upon Seller’s estimate, as of the Effective Date, of the “all-in” costs for all amounts payable by or on behalf of Seller to third parties to complete the design, engineering, procurement, installation and Item 14 Page 143 of 226 Appendix A-1 - 2 construction of the BESS. Such estimated total “all-in” costs amount is herein referred to as the “Estimated BESS EP&C Costs”, which amount and the line item categories of costs included therein are set forth in Exhibit 1-B to this Appendix A-1 (the “BESS EP&C Budget”), and the total amount of such “all-in” costs that are actually incurred by Seller and its Affiliates is herein referred to as the “Actual BESS EP&C Costs”. 2. NTP Updates. (a) PV System. At least sixty (60) days prior to the Construction Start Date for the PV System, Seller shall provide a certificate executed by an authorized Seller officer (“EP&C Cost Certificate”) to Buyer certifying as to then current and updated (as of the date of such certificate) “NTP PV System EP&C Costs”, which EP&C Cost Certificate shall be accompanied with an updated PV System EP&C Budget. If, as of the date of such EP&C Cost Certificate, there has been a change between the Estimated PV System EP&C Costs and the NTP PV System EP&C Costs, then: (i) if the Adjusted Contract Price is not greater than the Contract Price Ceiling and is not less than the Contract Price Floor, then the Contract Price shall be adjusted, up or down, to equal the “Adjusted Contract Price” as determined according to the following formula: Adjusted Contract Price = Base Contract Price + [((B-A)/1,000,000) x C] + [(E – D) x F] where: A = Estimated PV System EP&C Costs B = NTP PV System EP&C Costs C = $0.25/MWh D = Eighteen (18)-month trailing average of ten (10)-year U.S. Treasury bill rates (calculated based on the closing price on each trading day) as of the Effective Date (expressed in Basis Points) E = Eighteen (18)-month trailing average of ten (10)-year U.S. Treasury bill rates (calculated based on the closing price on each trading day) as of the date of the EP&C Cost Certificate (expressed in Basis Points) F = $0.038/MWh “Basis Point” means one one-hundredth (1/100th) of one percent (1%) (ii) if the Adjusted Contract Price is greater than the Contract Price Ceiling, then Section B(3)(a) shall apply; and (iii) if the Adjusted Contract Price is less than the Contract Price Floor, then Section B(3)(b) shall apply. (b) BESS. At least than sixty (60) days prior to the Construction Start Date for the BESS, Seller shall provide an EP&C Cost Certificate to Buyer certifying as to then current and updated (as of the date of such certificate) “NTP BESS EP&C Costs”, which EP&C Cost Certificate shall be accompanied with an updated BESS EP&C Budget. If, as of the date of such Item 14 Page 144 of 226 Appendix A-1 - 3 EP&C Cost Certificate, there is a difference between the Estimated BESS EP&C Costs and the NTP BESS EP&C Costs, then: (i) if the Adjusted BESS Capacity Price is not greater than the BESS Capacity Price Ceiling and is not less than the BESS Capacity Price Floor, then the BESS Capacity Price shall be adjusted, up or down, to equal the “Adjusted BESS Capacity Price” as determined according to the following formula: Adjusted BESS Capacity Price = BESS Base Capacity Price + [((B-A)/1,000,000) x C] + [(E – D) x F] where: A = Estimated BESS EP&C Costs (subject to adjustment if the BESS is constructed pursuant to Section D(1)(a) of Appendix A-2) B = NTP BESS EP&C Costs C = $0.13/kW-mo D = Eighteen (18)-month trailing average of ten (10)-year U.S. Treasury bill rates (calculated based on the closing price on each trading day) as of the Effective Date (expressed in Basis Points) E = Eighteen (18)-month trailing average of ten (10)-year U.S. Treasury bill rates (calculated based on the closing price on each trading day) as of the date of the EP&C Cost Certificate (expressed in Basis Points) F = $0.03/kW-month “Basis Point” means one one-hundredth (1/100th) of one percent (1%) (ii) if the Adjusted BESS Capacity Price is greater than the BESS Capacity Price Ceiling, then Section B(4)(a) shall apply; and (ii) if the Adjusted BESS Capacity Price is less than the BESS Capacity Price Floor, then Section B(4)(b) shall apply. 3. Contract Price Ceiling and Contract Price Floor. (a) Contract Price Ceiling. If, as of the date of the EP&C Cost Certificate for the PV System, the Adjusted Contract Price is greater than the Contract Price Ceiling, then, the Parties shall confer with one another and, unless Seller has consented in writing, within thirty (30) days after delivery of such EP&C Cost Certificate, to set the Contract Price at an amount equal to the Contract Price Ceiling, or the Parties have agreed otherwise, Buyer shall thereafter have the right to terminate this Agreement by written notice delivered to Seller any time after such thirty (30) days, and prior to ninety (90) days, following delivery of such EP&C Cost Certificate. Any such termination shall be no-fault, and Buyer shall return all Project Development Security to Seller. If Buyer fails to exercise such termination right within such ninety (90) days, Buyer shall be deemed to have terminated this Agreement unless the Parties agree otherwise; provided that if, within such ninety (90) days, Buyer has consented in writing to set the Contract Price at an amount equal to the Adjusted Contract Price, this Agreement shall remain in full force and effect with a Contract Price equal to the Adjusted Contract Price. Item 14 Page 145 of 226 Appendix A-1 - 4 (b) Contract Price Floor. If, as of the date of the EP&C Cost Certificate for the PV System, the Adjusted Contract Price is less than the Contract Price Floor, then, the Parties shall confer with one another and, unless Buyer has consented in writing, within thirty (30) days after delivery of such EP&C Cost Certificate, to set the Contract Price at an amount equal to the Contract Price Floor, or the Parties have agreed otherwise, Seller shall thereafter have the right to terminate this Agreement by written notice delivered to Buyer any time after such thirty (30) days, and prior to sixty (60) days, following delivery of such EP&C Cost Certificate. Any such termination shall be no-fault, and Buyer shall return all Project Development Security to Seller. If Seller fails to exercise such termination right within such sixty (60) days, Seller shall be deemed to have terminated the Agreement unless the Parties agree otherwise; provided that if, within such sixty (60) days, Seller has consented in writing to set the Contract Price at an amount equal to the Adjusted Contract Price, this Agreement shall remain in full force and effect with a Contract Price equal to the Adjusted Contract Price. 4. BESS Capacity Price Ceiling and Floor. (a) BESS Capacity Price Ceiling. If, as of the date of the EP&C Cost Certificate for the BESS, the Adjusted BESS Capacity Price is greater than the BESS Capacity Price Ceiling, then, the Parties shall confer with one another and, unless Seller has consented in writing, within thirty (30) days after delivery of such EP&C Cost Certificate, to set the BESS Capacity Price at an amount equal to the BESS Capacity Price Ceiling, or the Parties have agreed otherwise, Buyer shall thereafter have the right to elect to remove the BESS from this Agreement by written notice delivered to Seller any time after such thirty (30) days, and prior to ninety (90) days, following delivery of such EP&C Cost Certificate, upon which election the Facility shall be deemed not to include the BESS and all provisions relating to the BESS herein shall have no force or effect. If Buyer fails to exercise such BESS removal right within such ninety (90)-day period, Buyer shall be deemed to have elected to remove the BESS in accordance with the foregoing sentence unless the Parties agree otherwise; provided that if, within such ninety (90) days, Buyer has consented in writing to set the BESS Capacity Price at an amount equal to the Adjusted BESS Capacity Price, provisions relating to the BESS shall remain in full force and effect with a BESS Capacity Price equal to the Adjusted BESS Capacity Price. (b) BESS Capacity Price Floor. If, as of the date of the EP&C Cost Certificate for the BESS, the Adjusted BESS Capacity Price is less than the BESS Capacity Price Floor, then, the Parties shall confer with one another and, unless Buyer has consented in writing, within thirty (30) days after delivery of such EP&C Cost Certificate, to set the BESS Capacity Price at an amount equal to the BESS Capacity Price Floor, or the Parties have agreed otherwise, Seller shall thereafter have the right to elect to remove the BESS from this Agreement by written notice delivered to Buyer any time after such thirty (30) days, and prior to sixty (60) days, following delivery of such EP&C Cost Certificate, upon which election the Facility shall be deemed not to include the BESS and all provisions relating to the BESS herein shall have no force or effect. If Seller fails to exercise such BESS removal right within such sixty (60) days, Seller shall be deemed to have elected to remove the BESS in accordance with the foregoing sentence unless the Parties agree otherwise; provided that if, within such sixty (60) days, Seller has consented in writing to set the BESS Capacity Price at an amount equal to the Adjusted BESS Capacity Price, provisions Item 14 Page 146 of 226 Appendix A-1 - 5 relating to the BESS shall remain in full force and effect with a BESS Capacity Price equal to the Adjusted BESS Capacity Price. (c) For the avoidance of doubt, following any election to remove the BESS from this Agreement in accordance with this Section B(4) (whether deemed or otherwise), this Agreement shall continue in full force and effect other than with respect to the terms and conditions relating to the BESS. 5. Commercial Operation Date Pricing and Reconciliation. (a) Generally. Within sixty (60) days following the Commercial Operation Date, Seller shall provide to Buyer an EP&C Cost Certificate, accompanied with an updated final PV System EP&C Budget and an updated final BESS EP&C Budget, and certifying as to (i) the final Actual PV System EP&C Costs and the final Actual BESS EP&C Costs and (ii) the final Adjusted Contract Price and final Adjusted BESS Capacity Price based on the adjustment formula calculations set forth in Sections B(2)(a)(i) and B(2)(b)(i) above, but disregarding “+ [(E – D) x F]” in such formulas and substituting the final Actual PV System EP&C Costs for the NTP PV EP&C Costs in variable “B” in Section B(2)(a)(i), and the final Actual BESS EP&C Costs for the NTP BESS EP&C Costs in variable “B” in Section B(2)(b)(i); provided, that the adjustments pursuant to this Section B(5)(a) shall not result in adjusting the Contract Price above the Contract Price Ceiling or below the Contract Price Floor, or adjusting the BESS Capacity Price above the BESS Capacity Price Ceiling or below the BESS Capacity Price Floor. (b) Reconciliation for Prior Payments. If there has been any change to the Contract Price or the BESS Capacity Price pursuant to Section B(5)(a), Seller shall promptly calculate the difference between any amount(s) previously paid by Buyer to Seller based on the Contract Price and/or BESS Capacity Price (as applicable) and the amounts that should have been paid based on the adjusted pricing under Section B(5)(a), and deliver such calculations to Buyer, and within thirty (30) days of such delivery either Buyer shall make an additional payment to Seller, or Seller shall provide a refund payment to Buyer, in the applicable amount set forth in such calculations. 6. Buyer Audit Rights. Promptly following delivery of any EP&C Cost Certificate, a mutually-agreed independent auditor shall have access to, and shall conduct an audit of, all reasonably necessary and appropriate records, data and documentation to confirm and prepare an audit report regarding (a) the accuracy of any pricing or budget information and the calculation of the adjusted Contract Price, and (b) the differences between the NTP PV System EP&C Costs and/or the NTP BESS EP&C Costs and the Actual PV System EP&C Costs and/or the Actual BESS EP&C Costs, which examination and audit shall be performed using generally accepted auditing practices and principles and applicable governmental audit standards. Seller shall make visually available to Buyer and the Participating Members such audit report and documentation on a secure portal (e.g., sharepoint) during a reasonable period of review in a manner that prevents downloading, copying or otherwise enables the documents to come into the physical or electronic possession of Buyer or the Participating Members. 7. Cooperation and Further Assurances. Each Party agrees to cooperate in good faith to carry out the intent of this Appendix A-1, including to execute and deliver all further Item 14 Page 147 of 226 Appendix A-1 - 6 confirmations and documents, and take all further actions not inconsistent with the provisions of this Appendix A-1 as requested by the other as may be reasonably necessary to effectuate the purposes and intent hereof. Item 14 Page 148 of 226 Appendix A-1 - 7 Exhibit 1-A to Appendix A-1 Estimated PV System EP&C Costs PV System EP&C Cost Categories: Cost Category Cost ($)* Module Sales Contract Electrical Transformer Supply Agreement High voltage contract BOP Contract Total (“Estimated PV System EP&C Costs”) $143,700,000 *Amounts (as estimated or in any EP&C Cost Certificate) do not include sales tax. The cost of any tariffs, duties, or other import costs incurred by Seller but not included in the contract price for a given cost category shall be added by Seller to such contract price in the version of this table prepared by Seller and included in any EP&C Cost Certificate. Item 14 Page 149 of 226 Appendix A-1 - 8 Exhibit 1-B to Appendix A-1 Estimated BESS EP&C Costs BESS EP&C Cost Categories: Cost Category Cost ($)* Battery Energy Storage System Supply and Services Agreement Battery Energy Storage System EPC Contract Total (“Estimated BESS EP&C Costs”) $82,650,000** *Amounts (as estimated or in any EP&C Cost Certificate) do not include sales tax. The cost of any tariffs, duties, or other import costs incurred by Seller but not included in the contract price for a given cost category shall be added by Seller to such contract price in the version of this table prepared by Seller and included in any EP&C Cost Certificate. **If the BESS Build Option is considered by the Parties pursuant to Section D of Appendix A-2 following an Award Notice for PCDS, the Estimated BESS EP&C Costs as of the Effective Date as set forth in the above table shall be revised for purposes of the calculation of the Adjusted BESS Capacity Price on a pro rata basis to reflect the capacity in the Award Notice relative to 59 MWac. Item 14 Page 150 of 226 Appendix A-2 - 1 APPENDIX A-2 TO POWER PURCHASE AGREEMENT BETWEEN SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY AND SAPPHIRE SOLAR, LLC FCDS/BESS ADJUSTMENT PROVISIONS A. Background. The Parties acknowledge and agree that: 1. As of the Effective Date, the BESS has not been awarded FCDS, or any PCDS, but Seller has submitted an application to the CAISO in 2022 to obtain an award of FCDS for the BESS pursuant to applicable CAISO application procedures (such procedures, the “CAISO Deliverability Procedures”). Awards of FCDS or PCDS pursuant to applications under CAISO Deliverability Procedures submitted in any calendar year ordinarily are issued in March or April of the calendar year following application, and therefore the Parties currently anticipate that the CAISO may provide Seller with notice of a final binding award of FCDS or PCDS for the BESS (any such notice, an “Award Notice”) in March or April of 2023. 2. The BESS Capacity Price and all of the other terms and conditions of the Agreement related to the BESS (including its BESS Contract Capacity size of fifty-nine (59) MW (AC)) are based on the Parties’ assumption that the BESS will receive an Award Notice awarding FCDS for the BESS on or before April 30, 2024 (the “Outside BESS Date”). If such assumption proves correct, then, following the date of such FCDS Award Notice, Seller shall proceed with construction of the BESS in accordance with the Agreement (without reference to this Appendix A-2), and this Appendix A-2 shall become null and void and cease to be applicable to the Agreement. B. Additional CAISO Deliverability Submissions. If FCDS is not obtained for the BESS pursuant to an Award Notice issued in 2023 based on Seller’s 2022 application therefor, then Seller shall submit a new application to CAISO in 2023 for FCDS for the BESS, and each calendar year thereafter, until the earlier of obtaining FCDS for the BESS or the submission that is made in calendar year 2027. C. FCDS Awards After the Outside BESS Date. If Seller receives an Award Notice awarding FCDS for the BESS after the Outside BESS Date and before a BESS Build Option (as defined herein) election by Buyer has become fully agreed and effective, Seller shall promptly notify Buyer thereof and Seller shall proceed with construction of the BESS in the manner contemplated by the Agreement only if the Parties reach mutual agreement on changes to the Agreement regarding the BESS Capacity Price, Milestones, and related provisions as may be requested by Seller within ninety (90) days after the Award Notice awarding FCDS is received. The Parties shall cooperate in good faith to endeavor to agree on such changes as promptly as practicable within such ninety (90) day period after the Award Notice; however, each Party shall retain sole discretion to approve all such changes. Item 14 Page 151 of 226 Appendix A-2 - 2 D. PCDS Awards and Buyer’s BESS Build Option. 1. Generally. If Seller receives an Award Notice awarding PCDS for the BESS in an amount not less than twenty (20) MWac x four (4) hours (the “Minimum BESS Size”), Seller shall as promptly as is reasonably possible provide notice thereof to Buyer, and Buyer shall have either (i) up to thirty (30) days if the Award Notice is received on or before the Outside BESS Date and (ii) ninety (90) days if the Award Notice is received after the Outside BESS Date, from the date of Seller’s notice to elect by written notice to Seller to direct Seller to proceed with construction of the BESS at the size/capacity equal to the amount for which PCDS has been obtained (the “BESS Build Option”), provided that: (a) If the Award Notice giving rise to Buyer’s election of the BESS Build Option is received on or before the Outside BESS Date, Seller shall proceed to construct the BESS in accordance with the provisions of the Agreement, and (i) the BESS Base Capacity Price, BESS Capacity Price Ceiling, and BESS Capacity Price Floor shall each be reduced by the product of (1) $0.054/kw-month and (2) the difference between 59 MWac and the actual BESS Contract Capacity (subject to further adjustment in accordance with Section 6.1(b)(ii) of the Agreement and Appendix A-1), and (ii) the BESS Contract Capacity and the “Guaranteed Dischargeable Energy” set forth in the table in Section A of Appendix K-1 shall be decreased pro rata to reflect the capacity of PCDS awarded as a percentage of fifty nine (59) MW AC; and (b) If the Award Notice giving rise to Buyer’s BESS Build Option is received after the Outside BESS Date, then the exercise of such option shall only be effective if the Parties reach mutual agreement on changes to the Agreement regarding the BESS Capacity Price, Milestones, and related provisions as may be requested by Seller at such time. The Parties shall cooperate in good faith to endeavor to agree on such changes; however, each Party shall retain sole discretion to approve all such changes. 2. Subsequent Deliverability Awards. If Buyer has made a BESS Build Option election that has become finally effective, and thereafter any additional PCDS (or FCDS) is awarded to Seller for the BESS, Seller shall reasonably promptly provide notice thereof to Buyer, and if Buyer desires Seller to add additional capacity to the BESS, any such addition will be subject to mutual agreement of the Parties, including on changes to the BESS Capacity Price and construction schedule and milestones. E. Seller’s Right to Proceed with BESS. If (i) Seller has provided an Award Notice of PCDS or FCDS to Buyer prior to the BESS Outside Date, but Buyer elects to remove the BESS pursuant to Section B(4)(a) of Appendix A-1 or (ii) Seller has provided an Award Notice of FCDS to Buyer pursuant to Section C above, or an Award Notice of PCDS pursuant to Section D(1)(b) above, and the Parties fail to reach final mutual agreement in writing on the terms and conditions under which Seller will proceed with constructing the BESS in accordance with such provisions within one hundred and twenty (120) days after Seller’s delivery of the Award Notice to Buyer of PCDS or FCDS, then at any time thereafter Seller (or a Seller Affiliate) shall have the right to proceed with constructing such battery energy storage project and to make arrangements with another third party Item 14 Page 152 of 226 Appendix A-2 - 3 offtaker to whom to sell battery energy storage services and related products from such battery energy storage project or sell storage services into CAISO, provided that, before entering into a contract with any such third party, Seller shall first provide Buyer with a written offer to sell the battery energy storage products to Buyer on pricing, the revised Commercial Operation Date and Guaranteed Commercial Operation Date, if applicable, and other terms and conditions materially similar to the terms and conditions Seller intends to offer to such third party (the “ROFO Offer”). Buyer shall have thirty (30) days after receipt of the ROFO Offer to notify Seller of its desire to transact with Seller for the construction of the BESS (the “ROFO Notice”). If Buyer timely delivers the ROFO Notice to Seller, then the Parties shall negotiate in good faith regarding such ROFO Offer and for a period of ninety (90) days following Seller’s delivery of the ROFO Offer, Seller (or its Affiliate) may not concurrently negotiate any agreement or arrangement with any third parties regarding any transaction contemplated under this Section E. Seller (or its Affiliate) may transact with such a third party only if (i) Buyer fails to provide the ROFO Notice within thirty (30) days after receipt of the ROFO Offer or the Parties fail to reach an agreement within ninety (90) days after Seller’s delivery of the ROFO Offer, (ii) such battery energy storage project will not materially and adversely interfere with the operation or use of the Facility, (iii) such battery energy storage project will operate under a separate resource ID and (iv) such battery energy storage project will not materially or adversely affect the rights of Buyer under this Agreement. If Seller contracts with one or more third parties for such battery energy storage project, the Parties shall modify this Agreement as reasonably necessary to facilitate the construction and operation of such battery energy storage project and the sale of products from such battery energy storage project to such third parties; provided that such modifications shall not materially and adversely affect the rights of Buyer under this Agreement. F. Elimination of BESS Following March 31, 2028. If (i) as of March 31, 2028, there has been no Award Notice to Seller for the BESS granting FCDS or PCDS for which the Parties are obligated (or have finally mutually agreed) to move forward with the BESS pursuant to Section D above, or (ii) prior to March 31, 2028, Seller has elected to move forward with the BESS with a third party pursuant to Section E above, then, and in either such case, the BESS shall be eliminated from the Facility and Agreement, in which case the Facility shall be deemed not to include the BESS and all provisions relating to the BESS herein shall have no force or effect. G. Cooperation and Further Assurances. Each Party agrees to cooperate in good faith to carry out the intent of this Appendix A-2, including to execute and deliver all further instruments and documents, and take all further actions not inconsistent with the provisions of this Appendix A-2 as requested by the other as may be reasonably necessary to effectuate the purposes and intent of this Appendix A-2. Item 14 Page 153 of 226 Appendix B-1 - 1 APPENDIX B-1 TO POWER PURCHASE AGREEMENT BETWEEN SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY AND SAPPHIRE SOLAR, LLC FACILITY, PERMITS AND OPERATOR 1. Name of Facility: Sapphire Solar Facility Property: City of Desert Center, Riverside County, California Located at the following APNs: 811270011, 808260005, 811121008, 808240006, 808240002, 808240003, 808240015, 811270010, 808240001, 808240014, 808250014, 808260006, 808250013, 807172010, 808250016, 808250002, 808250010, 807172022, 808250004, 808240010, 808260013, 807172011, 808240004, 807172019, 808240005, 811121007, 808240016, 808260007, 811270013, 807172027, 808240011, 811270008, 811270009, 808250011, 808250007, 807172015, 808250006, 811270012, 808250001, 808250003, 808240009, 808250005, 808260014, 808260015, 808250012, 808250009, 808240012, 808250015, 808250008, 808240013, 808121002, 811201001, 811201002, 808053003, 808053004, 808054003, 808054004, 808072006, 811211001, 811212001, 811221001 2. Owner: Sapphire Solar, LLC 3. Operator: EDF Renewables, Inc. 4. Equipment: (a) Type of Facility: Solar Photovoltaic and Battery Energy Storage System (b) PV Contract Capacity: One hundred seventeen (117) MW AC. (c) BESS Contract Capacity: Not to exceed fifty-nine (59) MW AC. To be determined in accordance with Appendix K-1 Section C.(i). (d) Capacity Factor: 36.66%* (e) The BESS will be designed to be capable of following the ADS. 5. Target Commercial Operation Date: December 31, 2025 Guaranteed Commercial Operation Date (from Appendix I): December 31, 2026 6. Permits: (a) CEQA Determination documentation including, as applicable, but not limited to: (1) Notice of Exemption in compliance with CEQA; (2) Notice of determination in compliance with CEQA; and Item 14 Page 154 of 226 Appendix B-1 - 2 (3) Initial Study or environmental impact report or equivalent document prepared by or relied upon by the lead agency to make its CEQA Determination. (b) Land Use Permit, if applicable (c) Building Permit (d) Grading Permit (e) Other permits, if any, required for the Seller or EPC Contractor to constructor operate the Facility. _________________________________ * The actual Capacity Factor may vary depending on weather and other meteorological conditions, final Facility design and other factors, although the Annual Contract Quantities in Appendix C and the Guaranteed Delivered Energy levels are fixed for all purposes of the Agreement. Item 14 Page 155 of 226 Appendix B-2 - 1 APPENDIX B-2 TO POWER PURCHASE AGREEMENT BETWEEN SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY AND SAPPHIRE SOLAR, LLC MAP OF THE FACILITY Item 14 Page 156 of 226 Appendix B-2 - 2 Item 14 Page 157 of 226 Appendix C - 1 APPENDIX C TO POWER PURCHASE AGREEMENT BETWEEN SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY AND SAPPHIRE SOLAR, LLC ANNUAL CONTRACT QUANTITY AND EXPECTED RA CAPACITY Contract Year Annual Contract Quantity, MWh Guaranteed Delivered Energy, MWh (80% of the Annual Contract Quantity) Expected RA Capacity (MWs)*** 1 372,021* 297,616* 59 2 370,160 296,128 59 3 368,310 294,648 59 4 366,468 293,174 59 5 364,636 291,709 59 6 362,813 290,250 59 7 360,999 288,799 59 8 359,194 287,355 59 9 357,398 285,918 59 10 355,611 284,488 59 11 353,833 283,066 59 12 352,063 281,651 59 13 350,303 280,242 59 14 348,552 278,841 59 15 346,809 277,447 59 16 345,075 276,060 59 17 343,349 274,679 56.5 18 341,633 273,306 55.425 19 339,924** 271,940** 54.2 * Figure assumes 365 days in Contract Year 1 and shall be adjusted pro rata to reflect 365 days plus the number of days in the Initial Stub Period. ** Figure assumes 365 days in Contract Year 19 and shall be adjusted pro rata to reflect 365 days plus the number of days in the Final Stub Period. *** Subject to updating by Buyer based on final BESS Contract Capacity (as adjusted pursuant to Section 3.11(b) and Appendix A-2) and amount of deliverability actually available for the BESS Item 14 Page 158 of 226 Appendix C - 2 Annual Production Breakdown Month Days in Month Percent Annual Production in Month January 31 6% February 28 6% March 31 9% April 30 10% May 31 11% June 30 11% July 31 10% August 31 10% September 30 9% October 31 8% November 30 6% December 31 5% Item 14 Page 159 of 226 Appendix D - 1 APPENDIX D TO POWER PURCHASE AGREEMENT BETWEEN SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY AND SAPPHIRE SOLAR, LLC FORM OF ATTESTATION ____________(Seller)____________ Environmental Attribute Attestation and Bill of Sale Sapphire Solar, LLC (“Seller”) hereby sells, transfers and delivers to Southern California Public Power Authority (“Buyer”) the Environmental Attributes and Environmental Attribute Reporting Rights associated with the generation from the Facility described below: Facility name and location: Fuel Type: Capacity (MW): Operational Date: As applicable: CEC Reg. no. ___ Energy Admin. ID no. ____ Q.F. ID no. ___ Dates MWhs delivered ________________ 20__ ___________ ________________ 20__ ___________ ________________ 20__ ___________ in the amount of one Environmental Attribute or its equivalent for each MWh delivered. Seller further attests, warrants and represents as follows: i) the information provided herein is true and correct; ii) its sale to Buyer is its one and only sale of the Environmental Attributes and associated Environmental Attribute Reporting Rights referenced herein; iii) the Facility generated and delivered to the grid the Energy in the amount indicated as undifferentiated Energy; and iv) Seller owns the Facility and each of the Environmental Attributes and Environmental Attribute Reporting Rights associated with the generation of the indicated Energy for delivery to the grid have been generated and sold by the Facility. This serves as a bill of sale, transferring from Seller to Buyer all of Seller’s right, title and interest in and to the Environmental Attributes and Environmental Attribute Reporting Rights associated with the generation of the Energy for delivery to the grid. Contact Person/telephone: ____________________ Item 14 Page 160 of 226 Appendix E - 1 APPENDIX E TO POWER PURCHASE AGREEMENT BETWEEN SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY AND SAPPHIRE SOLAR, LLC FORM OF LETTER OF CREDIT IRREVOCABLE AND UNCONDITIONAL STANDBY LETTER OF CREDIT NO. ___________ Applicant: [___________] Beneficiary: Southern California Public Power Authority 1160 Nicole Court Glendale, CA 91740 Amount: Expiration Date: Expiration Place: Ladies and Gentlemen: We hereby issue our Irrevocable and Unconditional Standby Letter of Credit in favor of the beneficiary by order and for the account of the applicant which is available at sight for USD $XX,XXX,XXX by sight payment upon presentation to us at our office at [bank’s address],1 of: (i) your written demand for payment containing the text of Exhibit I, (ii) your signed statement containing the text of Exhibit II, and (iii) the original of this Letter of Credit and all amendments (or photocopy of the original for partial drawings) (the “Documents”). Drawings may be presented via fax to ______. The original Letter of Credit and documents are to be sent via overnight courier to our address indicated above. A presentation under this Letter of Credit may be made only on a day, and during hours, in which such office is open for business, and payments can be effected via wire transfer (a “Business Day”). Partial 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. 1 Note to Issuer: The Letter of Credit must be payable in U.S. dollars within the continental U.S. Item 14 Page 161 of 226 Appendix E - 2 Upon presentation to us of your Documents in conformity with the foregoing, we will, on the third (3rd) succeeding Business Day after such presentation, irrevocably and without reserve or condition except as otherwise stated herein, make payment hereunder in the amount set forth in the demand. Payment shall be made to your order in the account at the bank designated by you in the demand in immediately available funds. We agree that if, on the Expiration Date, the office specified above is not open for business by virtue of an interruption of the nature described in the Uniform Customs Article 36, this Letter of Credit will be duly honored if the specified Documents are presented by you within thirty (30) days after such office is reopened for business. Provided that the presentation on this Letter of Credit is made on or prior to the Expiration Date and the applicable Documents as set forth above conform to the requirements of this Letter of Credit, payment hereunder shall be made regardless of: (a) any written or oral direction, request, notice or other communication now or hereafter received by us from the Applicant or any other person except you, including without limitation any communication regarding fraud, forgery, lack of authority or other defect not apparent on the face of the documents presented by you, but excluding solely a written order issued by a court of competent jurisdiction, which order is legally binding on us and specifically orders us not to make such payment; (b) the solvency, existence or condition, financial or other, of the Applicant or any other person or property from whom or which we may be entitled to reimbursement for such payment; and (c) without limiting clause (b) above, whether we are in receipt of or expect to receive funds or other property as reimbursement in whole or in part for such payment. We agree that the time set forth herein for payment of any demand(s) for payment is sufficient to enable us to examine such demand(s) and the related Document(s) referred to above with care so as to ascertain that on their face they appear to comply with the terms of this credit and that if such demand(s) and Document(s) on their face appear to so comply, failure to make any such payment within such time shall constitute dishonor of such demand(s). This Letter of Credit shall terminate upon the earliest to occur of (i) our receipt of a notice in the form of Exhibit III 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 next Business Day. It is a condition of this Letter of Credit that it shall be deemed automatically extended without amendment for one (1) year from the Expiration Date, or any future expiration date, unless at least thirty (30) calendar days prior to the Expiration Date (or any future expiration date), we send you notice by registered mail, return receipt requested or overnight courier at your address herein stated or such other address of which you notify us in advance in writing that we elect not to consider this Letter of Credit extended for any such additional period. We may, in our sole discretion, increase or decrease the stated amount of this Letter of Credit , and the Expiration Date may be extended, by an amendment to this Letter of Credit. Any such amendment for decrease shall become effective only upon acceptance by your signature on a hard copy amendment. You shall not be bound by any written or oral agreement of any type between us and the Applicant or any other person relating to this credit, whether now or hereafter existing. Item 14 Page 162 of 226 Appendix E - 3 We hereby engage with you that your demand(s) for payment in conformity with the terms of this Letter of Credit will be duly honored as set forth above. All fees and other costs associated with the issuance of and any drawing(s) against this Letter of Credit shall be for the account of the Applicant. All of the rights of the Beneficiary set forth above shall inure to the benefit of your successors by operation of law. Except so far as otherwise expressly stated herein, this Letter of Credit is subject to the “Uniform Customs and Practices for Documentary Credits,” (2007 Revision) of the International Chamber of Commerce Publication No. 600 (the “Uniform Customs”). As to matters not governed by the Uniform Customs, this Letter of Credit shall be governed by and construed in accordance with the laws of the State of California. Any litigation arising out of, or relating to this Letter of Credit, shall be brought in a State or Federal court in the County of [___________] in the State of California. The Parties irrevocably agree to submit to the exclusive jurisdiction of such courts in the State of California and waive any defense of forum non conveniens. 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 Exhibit I, II, and III 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. _____. Yours faithfully, (name of issuing bank) By Title Item 14 Page 163 of 226 Appendix E - 4 EXHIBIT I DEMAND FOR PAYMENT Re: Irrevocable and Unconditional Standby Letter of Credit No. ________________ Dated ___________, 20__ [Insert Bank Address] To Whom It May Concern: Demand is hereby made upon you for payment to us of $___________ by deposit to our account no. __________ at [insert name of bank]. This demand is made under, and is subject to and governed by, your Irrevocable and Unconditional Standby Letter of Credit no. __________ dated __________, 20__ in the amount of $__________ established by you in our favor for the account of ____________________ as the Applicant. DATED: ____________________, 20__. SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY By Title Item 14 Page 164 of 226 Appendix E - 5 EXHIBIT II STATEMENT Re: Your Irrevocable and Unconditional Standby Letter of Credit No. _____________ Dated ________, 20__ [Insert Bank Address] To Whom It May Concern: Reference is made to your Irrevocable and Unconditional Standby Letter of Credit no. __________, dated __________, 20____ in the amount of $_____________________ established by you in our favor for the account of _______________________, as the Applicant. We hereby certify to you that $________________ is due, owing and unpaid to us by the Applicant in that certain [DESCRIBE AGREEMENT]. DATED: ____________________, 20__. SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY By Title Item 14 Page 165 of 226 Appendix E - 6 EXHIBIT III SURRENDER Re: Your Irrevocable and Unconditional Standby Letter of Credit No. _____________ Dated ________, 20__ [Insert Bank Address] Notice of Surrender of Letter of Credit Date: ________________________ Attention: Letter of Credit Department Ladies and Gentlemen: We refer to your above-mentioned Irrevocable and Unconditional Standby Letter of Credit (the “Letter of Credit”). The undersigned, an authorized signer of the Southern California Public Power Authority, hereby surrenders this Letter of Credit to you for cancellation as of the date set forth above. No payment is demanded of you under this Letter of Credit in connection with this surrender. Very truly yours, SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY By Title Item 14 Page 166 of 226 Appendix F - 1 APPENDIX F TO POWER PURCHASE AGREEMENT BETWEEN SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY AND SAPPHIRE SOLAR, LLC INSURANCE I. GENERAL REQUIREMENTS Within thirty (30) days after the Effective Date, Seller shall furnish Buyer evidence of commercial automobile liability, commercial general liability, excess liability, and workers’ compensation coverage meeting the requirements set forth in this Appendix F from insurers acceptable to Buyer and in a form acceptable to the risk management section of the project manager for Buyer or acceptable to Buyer’s agent for this purpose. Such insurance shall be maintained by Seller at Seller’s sole cost and expense. Prior to the date on which each of Builders’ Risk, Property All Risk and Professional Liability insurance is required to be obtained, Seller shall furnish Buyer evidence of coverage meeting the requirements of this Appendix F. Such insurance shall not limit or qualify the liabilities and obligations of Seller assumed under this Agreement. Buyer shall not by reason of its inclusion under these policies incur liability to the insurance carrier for payment of premium for these policies. Any insurance carried by Buyer which may be applicable shall be deemed to be excess insurance and Seller’s insurance is primary for purposes under this Agreement despite any conflicting provision in Seller’s policies to the contrary. Such insurance shall not be canceled or reduced in coverage or amount without Seller first giving thirty (30) days’ prior notice thereof (ten (10) days for non-payment of premium) by registered mail to Executive Director, Southern California Public Power Authority, 1160 Nicole Court, Glendora, CA 91740. Should any portion of the required insurance be on a “Claims Made” policy, Seller shall, at the policy expiration date following completion of work, provide evidence that the “Claims Made” policy has been renewed or replaced with the same limits, terms and conditions of the expiring policy, or that an extended discovery period has been purchased on the expiring policy at least for the contract under which the work was performed. Item 14 Page 167 of 226 Appendix F - 2 II. SPECIFIC COVERAGES REQUIRED A. Commercial Automobile Liability Seller shall provide Commercial Automobile Liability insurance which shall include coverages for liability arising out of the use of owned (if applicable), non-owned, and hired vehicles for performance of the work by Seller or its officers, agents, or employees, as required, to be licensed under the California or any other applicable state vehicle code. The Commercial Automobile Liability insurance shall have not less than One Million Dollars ($1,000,000.00) combined single limit per occurrence and shall apply to all operations of Seller. The Commercial Automobile Liability policy shall include Buyer, its members, and their officers, agents, and employees while acting within the scope of their employment, as additional insureds with Seller, and shall insure against liability for death, bodily injury, or property damage resulting from the performance of this Agreement by Seller or its officers, agents, or employees. The evidence of insurance shall be a form acceptable to Buyer’s risk management agent. B. Commercial General Liability Seller shall provide Commercial General Liability insurance that includes coverage for Bodily Injury, Contractual Liability, Independent Contractors, Property Damage, Premises and Operations, Products and Completed Operations, and Personal & Advertising Injury coverages included. Such insurance shall provide coverage for total limits actually arranged by Seller, but not less than Ten Million Dollars ($10,000,000.00) per occurrence and in the aggregate. Umbrella or Excess Liability coverages may be used to supplement primary coverages to meet the required limits. Evidence of such coverage shall be a form acceptable to Buyer’s risk management agent, and shall provide for the following: 1. Include Buyer and its officers, agents, and employees as additional insureds with the Named Insured for the activities and operations of Seller and its officers, agents, or employees under this Agreement. 2. Severability-of-Interest or Cross-Liability Clause. 3. A description of the coverages included under the policy. C. Excess Liability Seller may use an Umbrella or Excess Liability Coverage to meet coverage limits specified in this Agreement. Seller shall require the carrier for Excess Liability to properly schedule and to identify the underlying policies to the policy acceptable to Buyer’s risk management agent. Such policy shall include, as appropriate, coverage for Commercial General Liability, Commercial Automobile Liability, Employer’s Liability, or other applicable insurance coverages on a follow form basis. Item 14 Page 168 of 226 Appendix F - 3 D. Workers’ Compensation/Employer’s Liability Insurance Seller shall provide Workers’ Compensation insurance covering all of Seller’s employees in accordance with the laws of any state in which the work is to be performed and including Employer’s Liability insurance and a Waiver of Subrogation in favor of Buyer. The limit for Employer’s Liability coverage shall be not less than One Million Dollars ($1,000,000.00) each accident and shall be a separate policy if not included with Workers’ Compensation coverage. Umbrella or Excess Liability coverages may be used to supplement primary coverages to meet the required limits. Evidence of such insurance shall be a form of Buyer Special Endorsement of insurance or on an endorsement to the policy acceptable to Buyer’s risk management agent. Workers’ Compensation/Employer’s Liability exposure may be self-insured provided that Buyer is furnished with a copy of the certificate issued by the state authorizing Seller to self-insure. Seller shall notify Buyer’s Risk Management Section by receipted delivery as soon as possible of the state withdrawing authority to self-insure. E. Builders’ Risk Prior to commencing Site construction activities, Seller, or Seller’s EPC Contractor, shall provide Builder’s Risk insurance, which shall be of the “all risk” type, shall be written in completed value form, and shall protect Seller, Southern California Public Power Authority, the Board of Directors, and Buyer’s members against risks of damage to buildings, structures, and materials and equipment that constitute part of the Facility, whether on site or in transit from any location worldwide. Outside of the United States; this transit insurance requirement may be satisfied by the purchase of a global marine specific policy, if applicable. The amount of such insurance shall be not less than the insurable value of the work at completion except for sublimits that are prudent with industry practice. Buyer shall be named additional insured on the policy as their interest may appear. The Builder’s Risk insurance shall provide for losses to be payable to Seller and the aforementioned additional insured, as their interests may appear. The policy shall contain a provision that in the event of payment for any loss under the coverage provided, the insurance company shall have no rights of recovery against Seller and the aforementioned named additional insured. The Builders’ Risk policy shall insure against all risks of direct physical loss or damage to property from any cause including testing, ensuing loss, commissioning, and, to the extent available in the insurance market on generally commercially reasonable terms, earthquake and flood, provided, that should Seller determine that either coverage is not available on generally commercially reasonable terms as aforesaid, Seller shall notify Buyer not less than thirty (30) days in advance of the date when such coverage will not, or will no longer, be available together with a description of Seller’s efforts to obtain such coverage and an explanation of the basis for Seller’s determination in reasonable detail. The policy shall be in full force and effect until the earlier of (1) the Commercial Operation Date or substantial completion date of the Facility, whichever completion date is the later or (2) the effective date of the Property All Risk Insurance referenced below. Item 14 Page 169 of 226 Appendix F - 4 F. Property All Risk Insurance Seller shall procure and maintain or cause to be procured and maintained an All Risk Physical Damage policy to insure for the full replacement value of the property located at Facility as described in this Agreement and with sublimits prudent with industry practice and commercial availability. The policy shall include coverage for expediting expense, extra expense, Business Interruption, ensuing loss from faulty workmanship, faulty materials, or faulty design (LEG 2/96). This policy shall be obtained and placed in full force and effect prior to the expiration of the Builder’s Risk Policy. This policy shall have the same insured and all losses shall be payable in the same manner, as provided for the Builders’ Risk Policy in Paragraph II.E. G. Professional Liability Prior to the commencement of work by Seller’s EPC Contractor under Seller’s engineering, procurement and construction contract for the Facility, and subject to the following paragraph, Seller shall provide (or cause its EPC Contractor to provide) Professional Liability insurance with contractual liability coverage included covering Seller’s (or such EPC Contractor’s, as applicable) liability arising from errors and omissions made directly or indirectly during the execution of this Agreement (or the engineering, procurement and construction contract, as applicable) and shall provide coverage for the total limits actually arranged by Seller, but not less than $1,000,000.00, each claim. Such policy shall be maintained for not less than three (3) years after the Commercial Operation Date under this Agreement. Evidence of such insurance shall be in the form of a special endorsement of insurance and shall include a Waiver of Subrogation in favor of Buyer, its officers, agents and employees. The Parties agree to confer in good faith prior to the hiring of Seller’s EPC Contractor (i) to determine whether the preceding requirement for Professional Liability insurance is reasonably necessary to be included in this Agreement to protect Buyer or the Buyer’s Members consistent with Prudent Utility Practices and (ii) to modify (or eliminate) such requirement as mutually agreed to be appropriate based on the foregoing standard in clause (i). Item 14 Page 170 of 226 Appendix G - 1 APPENDIX G TO POWER PURCHASE AGREEMENT BETWEEN SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY AND SAPPHIRE SOLAR, LLC QUALITY ASSURANCE PROGRAM Seller shall implement a Quality Assurance (“Q/A”) Program to ensure that the performance of the Facility fulfills the Requirements. The Q/A Program shall provide assurance that the Facility will comply with the Requirements and the manufacturers’ or suppliers’ requirements for successful operation of the Facility. Quality at Seller Seller believes that quality is the unit of measure for assessing fulfillment of project goals. A quality project meets or exceeds the contract requirements and accepted standards of professional and industry practice. Furthermore, high quality projects are those that address client and societal needs more successfully than “low” quality projects. While this may seem like a straightforward definition, the process to ensure quality is much more involved and includes quality management, quality planning, quality control, quality assurance, a quality system, and total quality management. “Quality assurance” refers to a process that reduces the potential for error throughout the phases of a project. On projects with a Q/A Program, the chances of producing a poor quality deliverable are substantially reduced. Quality control procedures are an integral part of quality assurance. Historically, industry has used the term “quality control” to indicate a checking procedure for verifying the quality of deliverables. This checking commonly occurs at the end of the process, long after an error may have been made and compounded by subsequent work. While quality control checks at the end of a project are an essential exercise, scheduled periodic reviews at each phase of project conceptual and final design are integral to the Seller’s Q/A Program. In addition, quality maintenance which meets or exceeds manufacturers’ or suppliers’ requirements and best industry practices must be an integral part of Seller’s Q/A Program. The Quality Management Process The surest way to achieve satisfactory quality is to adhere to a proven quality process. The term “quality” most accurately refers to a project’s ability to satisfy needs when considered as a whole and each part of the process meets or exceeds the standards of Prudent Utility Practices. Seller’s project management team is responsible for proactively planning and directing the quality of the work process, services, and deliverables. Seller’s project management team targets the following areas to monitor quality: 1) A written Quality Plan. Item 14 Page 171 of 226 Appendix G - 2 2) Independent engineering review of the entire project process, from design review through Commercial Operation. 3) A written maintenance manual for the Facility for the duration of the commercial operations that complies with the maintenance manuals of the manufacturers and suppliers from whom Seller has purchased equipment and/or material and best industry practices. Quality Plan The idea of a Quality Plan is to incorporate quality assurance in all areas of project execution. Seller has found that quality needs to be institutionalized into the project process, not only in the budgeting process, but everywhere. For example, specific tasks and duties need to be allocated to specific individuals; roles and interface points need to be clearly defined; individual assignments need to be realistic; special attention needs to be paid to complex areas within projects; schedules need to be realistic and achievable; and lastly the work culture needs to be enjoyable and open so that employees are empowered to react quickly to symptoms of quality problems before they actually manifest. The Seller’s quality program shall be documented in a Quality Plan (the “Quality Plan”). The form and the format of the Quality Plan shall be developed by Seller, but must comply with Prudent Utility Practices and follow manufacturers’ and suppliers’ recommendations without deviation. The content of the Quality Plan shall provide written descriptions of policies, procedures and methodology to accomplish a quality project. Seller shall submit three (3) copies of the Quality Plan within ninety (90) days after the Effective Date to Buyer or Buyer’s Authorized Representative. The Quality Plan shall be kept current by Seller throughout the term of this Agreement through the submittal of revisions, as appropriate, by Seller to Buyer or Buyer’s Authorized Representative. The Quality Plan shall describe the authority and the responsibility of the Persons in charge of the Q/A Program and inspection activities. Furthermore, it shall provide the plan and strategy for quality control and review during the construction period. The Quality Plan shall strive, at a minimum, to define control procedures or methods to assure the following: (a) The design documents, drawings, specifications, Q/A procedures, records, inspection procedures and purchase documents are maintained to be current, accurate and in compliance with all applicable law. (b) The purchased materials, equipment and services comply with the Requirements. (c) The materials received at the site are inspected for compliance with specifications. (d) The subcontracted work is adequately inspected by third parties as necessary. (e) Proper methods are employed for the qualification of personnel who are performing work for the construction of the Facility. (f) Proper documentation, control and disposition of nonconforming equipment and materials is maintained. Item 14 Page 172 of 226 Appendix G - 3 (g) Proper records are kept and available following project completion to ensure accurate documentation of as-built conditions. (h) Detailed and complete plan for maintenance and operation during commercial operations consistent with manufacturers’ and suppliers’ recommendations and best industry practices. Conceptual Design Review Seller has a team of professionals who develop and review conceptual design. The team consists of specialists in land-use and planning, permitting, meteorology, engineering, construction, project management, and finance. A preliminary site plan is developed in order to assess the solar resource, project constructability, site access, cultural and biological impact, land use restrictions, and landowner requirements. At this stage, the site plan is reviewed, modified as necessary, and used to begin the permitting and public review process. The site plan may be further modified based on comments received during the permitting and public review process. Subsequent to this phase, final third party engineering will commence. Final Engineering Design Third party engineering firms, licensed to practice in the state in which the project is to be constructed, will commence the detailed design necessary for the permitting and construction of the Facility. Seller and a third party independent engineer will review the final work products to ensure conformance with this Agreement. When Seller and third party independent engineer have completed a review process, and all substantial comments have been addressed, the design is considered final. Quality Assurance at the Construction Site Seller will employ a contractor to construct the project. The contractor will be required to have a quality assurance program implemented by its own staff, and utilizing third party inspectors as necessary. The primary areas of focus are assuring conformance of construction to design drawings, conformance of materials to specifications, and to ensure prudent industry standards and best practices are being utilized. The contractor will be required to provide third party inspection and testing as necessary. The contractor will also be required to maintain a set of drawings during the course of construction, which will be used to document any changes to the design documents. Proposed project changes would be reviewed and approved in the field by Seller's construction management team prior to implementation. The contractor will provide the required oversight and training of its installation crew to ensure the construction of the Facility meets its quality guidelines. As necessary, equipment suppliers may have technical advisors on site to inspect, advise, and sign off on installation means and methods. In addition, Seller will have its own construction management team on site consisting of a construction manager and quality inspectors who will observe performance of all areas of the work and ensure compliance with design documents and Q/A procedures. The contractor and appropriate equipment suppliers will commission the Facility per prudent industry standards, equipment specifications, and utility requirements. Prior to construction completion, a punchlist will be developed by the contractor, Seller, Seller's representatives, and third party independent Item 14 Page 173 of 226 Appendix G - 4 engineer. This punchlist is maintained by the contractor, and is signed off by Seller upon completion of all punchlist items. Lastly, the independent engineer may perform periodic audits during construction to oversee critical items, confirm construction progress, and provide independent reporting and assessments to the project stakeholders. Following completion of the project, the contractor will be required to provide to Seller as-built design drawings, record of all testing documentation, and final permit approvals. This documentation will be maintained at the project site during operations of the Facility. Quality Assurance During Commercial Operations Seller shall supply a Quality Assurance Plan for Buyer’s review no less than sixty (60) days prior to the anticipated Commercial Operation Date. Upon receipt of Quality Assurance Plan, Buyer shall provide written comment within ten (10) Business Days. Seller shall reasonably address substantial comments. Item 14 Page 174 of 226 Appendix H - 1 APPENDIX H TO POWER PURCHASE AGREEMENT BETWEEN SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY AND SAPPHIRE SOLAR, LLC [RESERVED] Item 14 Page 175 of 226 Appendix I - 1 APPENDIX I TO POWER PURCHASE AGREEMENT BETWEEN SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY AND SAPPHIRE SOLAR, LLC MILESTONE SCHEDULE Pre-Commercial Operation Date No. Guaranteed Date Milestone Description Daily Liquidated Damages/Mitigation Plan Security Deposit at Milestone Achievement 1. 10 days following Vesting Date Provision of Project Development Security Contractual provision without specific daily damages $100/kW of PV Contract Capacity, which amount shall be recalculated inclusive of the BESS Contract Capacity upon determination of such capacity, if any 2. Upon the Commercial Operation Date Post-Commercial Operation Date security Contractual provision without specific daily damages $150/kW of PV Contract Capacity and BESS Contract Capacity, if applicable 3. 12/31/2024 Execute Site Control Documents Contractual provision without specific daily damages 4. 12/31/2023 Execute Generator Interconnection Agreement Contractual provision without specific daily damages 5. Upon the Target Commercial Operation Date CEQA Determination has been obtained Contractual provision without specific daily damages 6. 3/31/2026 Or an earlier date notified by the Seller Begin construction of the Facility $50,000 per day for up to 180 days of delay 7. Guaranteed Commercial Operation Date or an earlier date notified by the Seller Guaranteed Commercial Operation Date $32,000 (subject to proportional increase following a decision or election (in accordance with Appendix A-2) to add the BESS to the Facility for up to 365 days of delay (up to amount of Project Development Security)) Item 14 Page 176 of 226 Appendix I - 2 Post-Commercial Operation Date 8. Within six(6) months after COD Proof of CEC Certification Contractual provision without specific daily damages 9. Ongoing Verification of WREGIS Registration (pre-COD Seller must provide sufficient evidence to Buyer that it has prepared and registered all required documents and have taken all necessary steps for final WREGIS approval, including the Notice of Substantial Completion or COD notice to WREGIS, as appropriate. Post-COD Seller must provide sufficient evidence to Buyer that substantial completion of the Facility is verified, and it has provided WREGIS with the notice of COD and are only waiting for WREGIS to approve the unit so that RECs can be created. Contractual provision without specific daily damages 10.Monthly on- going Seller to provide monthly reports of expected generation and indicators of when there may be a Shortfall. Contractual provision without specific daily damages 11.Monthly on- going Seller to provide monthly reports of past generation performance that include but are not limited to: Facility performance summary with month/year to date Facility performance on MWh, capacity factor, comparison of actual vs. expected, availability, wind speed/average illumination; operational summary including weather for the month, reasons for downtime, scheduled maintenance and repairs, curtailment events; safety and environmental summary. Contractual provision without specific daily damages Item 14 Page 177 of 226 Appendix J - 1 APPENDIX J TO POWER PURCHASE AGREEMENT BETWEEN SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY AND SAPPHIRE SOLAR, LLC AUTHORIZED REPRESENTATIVES; BUYER AND SELLER BILLING, NOTIFICATION AND SCHEDULING CONTACT INFORMATION 1. Authorized Representative. The initial Authorized Representatives of Buyer and Seller pursuant to Section 14.1 are as follows: 1.1 Buyer: Southern California Public Power Authority 1160 Nicole Court Glendora, CA 91740 Telephone: (626) 793-9364 Facsimile: (626) 704-9461 Email: projects@scppa.org 1.2 Seller: SAPPHIRE SOLAR, LLC 15445 Innovation Drive, San Diego, CA 92128 Attn: Blaine Sundwall Phone: (503) 593-9698 Email: blaine.sundwall@edf-re.com With a copy to: EDF Renewable Development, Inc. 505 14th Street, Suite 1150, Oakland, CA 94612 Attn: Sohinaz Sotoudeh Phone: (917) 549-3346 Email: Sohinaz.sotoudeh@edf-re.com 2. Billings. Billings and payments pursuant to ARTICLE XI and Appendix A-1 shall be transmitted to the following addresses: 2.1 If Billing to Buyer: Southern California Public Power Authority 1160 Nicole Court Item 14 Page 178 of 226 Appendix J - 2 Glendora, CA 91740 Attention: Accounts Payable Telephone: (626) 793-9364 Facsimile: (626) 704-9461 Email: projectinvoices@scppa.org (with a copy to projects@scppa.org) 2.2 If Payment to Buyer: Southern California Public Power Authority 1160 Nicole Court Glendora, CA 91740 Attention: Finance and Accounting Telephone: (626) 793-9364 Facsimile: (626) 704-9461 Email: projectinvoices@scppa.org 2.3 If Payment or Billing to Seller: EDF RE Account Receivable 15445 Innovation Drive, San Diego, CA 92128 Phone: 858-521-3300 Email: Accounts.Payable@edf-re.com 3. Notices. Unless otherwise specified by Buyer all notices (other than Scheduling notices, curtailment notices, and Deemed Generated Energy notices): If to Buyer: Southern California Public Power Authority 1160 Nicole Court Glendora, CA 91740 Attention: Executive Director Telephone: 626-793-9364 Facsimile: 626-793-9461 Email: projects@scppa.org Item 14 Page 179 of 226 Appendix J - 3 And with a copy to: Southern California Public Power Authority 1160 Nicole Court Glendora, CA 91740 Telephone: 626 793 9364 Attention: Randy Krager, rkrager@scppa.org Email: projects@scppa.org If to Seller: SAPPHIRE SOLAR, LLC 15445 Innovation Drive, San Diego, CA 92128 Attn: Blaine Sundwall Phone: (503) 593-9698 Email: blaine.sundwall@edf-re.com With a copy to: EDF Renewable Development, Inc. 505 14th Street, Suite 1150, Oakland, CA 94612 Attn: Sohinaz Sotoudeh Phone: (917) 549-3346 Email: Sohinaz.sotoudeh@edf-re.com Item 14 Page 180 of 226 Appendix K-1 - 1 APPENDIX K-1 TO POWER PURCHASE AGREEMENT BETWEEN SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY AND SAPPHIRE SOLAR, LLC BESS PERFORMANCE GUARANTEES; ANNUAL PV SYSTEM AVAILABILITY GUARANTEE A. BESS Performance Guarantees a. Round Trip Efficiency Performance Guarantee shall be the efficiency rate listed in the table below for the applicable Contract Year. b. The “Minimum Round Trip Efficiency Performance Guarantee” shall be of no less than seventy percent (70%) of the Round Trip Efficiency Performance Guarantee. c. “Guaranteed Dischargeable Energy” shall be the MWh values listed in the table below for the applicable Contract Year as measured in accordance with Sections B and C below. d. The “Minimum Dischargeable Energy Performance Guarantee” shall be ninety percent (90%) of Guaranteed Dischargeable Energy. e. Peak Season BESS Availability Guarantee shall be ninety-eight percent (98%). f. Off-Peak Season BESS Availability Guarantee shall be ninety-six percent (96%). Contract Year Guaranteed Dischargeable Energy (MWh) Round Trip Efficiency Performance Guarantee 1 236.0 89.00%* 2 236.0 88.70% 3 236.0 88.50% 4 236.0 88.30% 5 236.0 88.10% 6 236.0 87.90% 7 236.0 87.70% 8 236.0 87.50% 9 236.0 87.30% 10 236.0 87.10% 11 236.0 86.90% 12 236.0 86.70% 13 236.0 86.50% 14 236.0 86.30% Item 14 Page 181 of 226 Appendix K-1 - 2 Contract Year Guaranteed Dischargeable Energy (MWh) Round Trip Efficiency Performance Guarantee 15 236.0 86.10% 16 236.0 85.90% 17 226.6 85.70% 18 221.7 85.50% 19 216.8 85.30%** B. Storage Capacity Tests The following methods shall be used to track, measure and verify the applicable metrics for determining Seller’s satisfaction of the BESS Performance Guarantees: Following the Commercial Operation Date, once each Contract Year Seller will perform a Storage Capacity Test and will give Buyer ten (10) Business Days prior notice of such test. At least twice per Contract Year, Buyer shall have the right to require Seller to schedule and complete a Storage Capacity Test at any time upon no less than five (5) Business Days prior written notice to Seller if Buyer provides data with such notice reasonably indicating that the Dischargeable Energy has varied materially from the results of the most recent Storage Capacity Test. Seller shall have the right to run a retest of any Storage Capacity Test upon five (5) Business Days’ prior written notice to Buyer (or any shorter period reasonably acceptable to Buyer consistent with Prudent Utility Practices). No later than ten (10) days following any Storage Capacity Test, Seller shall submit a testing report detailing results and findings of the test and a certificate of the Independent Engineer substantially in the form attached as Appendix K-4 hereto, provided, that such certificate shall only be required (i) in the event of a reasonable dispute by Buyer of the results or (ii) if the results from such Storage Capacity Test varied materially from the results of the most recent Storage Capacity Test. The report shall include BESS Energy Meter readings and plant log sheets verifying the operating conditions and output of the BESS. In accordance with Section 9.6 of the Agreement and Appendix K-3, the actual Round Trip Efficiency and Dischargeable Energy determined pursuant to a Storage Capacity Test shall become the new Round Trip Efficiency and Dischargeable Energy at the beginning of the day following the completion of the test for calculating the BESS Capacity Price and all other purposes under this Agreement. Seller or Buyer each may cause to be conducted two additional Storage Capacity Tests each per Contract Year; provided that written notice requesting any such additional test must be provided within thirty (30) days from receipt of the testing report from the previously conducted Storage Capacity Test and such additional Storage Capacity Test must be conducted within thirty (30) days of the receipt of the testing report from the previously conducted Storage Capacity Test. If an initially conducted Storage Capacity Test is subject to one or more retests pursuant to the preceding sentence, the last of such retests shall be considered the applicable Storage Capacity Test for purposes of satisfaction of applicable BESS Performance Guarantees. C. BESS Performance Guarantee Calculations Item 14 Page 182 of 226 Appendix K-1 - 3 For purposes of this Appendix K-1, the following terms shall have the respective meanings ascribed to them:  “Energy In” has the meaning set forth in Part II.B of Appendix K-3.  “Energy Out” has the meaning set forth in Part II.B of Appendix K-3.  “Cycle” means a single cycle of operation of the BESS during which the BESS is fully charged and discharged, as tracked by the BMS.  “UNAVAILHRS” means the total number of hours in the applicable measurement period during which the BESS was unavailable (as such unavailability is prorated for any BESS Contract Capacity that is available to charge and discharge Energy at any given time) for any reason other than the occurrence of any BESS Excused Condition. To be clear, hours of unavailability caused by any BESS Excused Condition will not be included in UNAVAILHRS for such applicable measurement period. Any other event that results in unavailability of the BESS for less than a full hour will count as an equivalent percentage of the applicable hour(s) for this calculation. (i) Dischargeable Energy (DE): The total amount of Energy Out during each of the first four (4) hours of discharge, measured at the BESS Energy Meter pursuant to a Storage Capacity Test in accordance with Appendix K-3, shall be the new Dischargeable Energy (“DEy”) and shall be compared to the Guaranteed Dischargeable Energy (“GDEy”) until updated pursuant to a subsequent Storage Capacity Test. The Guaranteed Dischargeable Energy divided by four (4) is the BESS Contract Capacity (in MW) for the given Contract Year. (ii) Round Trip Efficiency: The total amount of Energy Out divided by the total amount of Energy In, measured at the BESS Energy Meter pursuant to a Storage Capacity Test in accordance with Appendix K-3, exclusive of electrical losses to the Point of Delivery and separately metered station use associated with battery cooling and other thermal management equipment, and expressed as a percentage, shall be the new Round Trip Efficiency (“RTEy”) and shall be compared to the Round Trip Efficiency Performance Guarantee for the applicable Contract Year (“RTE Performance Guaranteey”), until updated pursuant to a subsequent Storage Capacity Test. (iii) “Peak Season BESS Availability”: Calculated for each Peak Season and compared to a fixed constant: 𝑃𝑒𝑎𝑘 𝑆𝑒𝑎𝑠𝑜𝑛 𝐵𝐸𝑆𝑆 𝐴𝑣𝑎𝑖𝑙𝑎𝑏𝑖𝑙𝑖𝑡𝑦= 𝑇𝐻௬ −𝑈𝑁𝐴𝑉𝐴𝐼𝐿𝐻𝑅𝑆௬ 𝑇𝐻௬ ≥𝑃𝑒𝑎𝑘 𝑆𝑒𝑎𝑠𝑜𝑛 𝐵𝐸𝑆𝑆 𝐴𝑣𝑎𝑖𝑙𝑎𝑏𝑖𝑙𝑖𝑡𝑦 𝐺𝑢𝑎𝑟𝑎𝑛𝑡𝑒𝑒 where UNAVAILHRSy is calculated by the summation of Unavailable BESS Houri,y for yth Peak Season and THy represents the total number of hours in the same Item 14 Page 183 of 226 Appendix K-1 - 4 corresponding Peak Season. Unavailable BESS Houri,y is the prorated unavailability of the BESS for each hour “i” for yth Peak Season. Unavailable BESS Houri,y shall be calculated as follows: where “Available BESS Capacity” shall be the sum of the available capacity of each of the system inverters, in MW AC, to receive charging energy and deliver discharging energy to the BESS Energy Meter for the corresponding Peak Season. (iv) “Off-Peak Season BESS Availability”: Calculated for each Off-Peak Season and compared to a fixed constant: 𝑂𝑓𝑓 − 𝑃𝑒𝑎𝑘 𝑆𝑒𝑎𝑠𝑜𝑛 𝐵𝐸𝑆𝑆 𝐴𝑣𝑎𝑖𝑙𝑎𝑏𝑖𝑙𝑖𝑡𝑦= 𝑇𝐻௬ −𝑈𝑁𝐴𝑉𝐴𝐼𝐿𝐻𝑅𝑆௬ 𝑇𝐻௬ ≥𝑂𝑓𝑓−𝑃𝑒𝑎𝑘 𝑆𝑒𝑎𝑠𝑜𝑛 𝐵𝐸𝑆𝑆 𝐴𝑣𝑎𝑖𝑙𝑎𝑏𝑖𝑙𝑖𝑡𝑦 𝐺𝑢𝑎𝑟𝑎𝑛𝑡𝑒𝑒 where UNAVAILHRSy is calculated by the summation of Unavailable BESS Houri,y for each yth Off-Peak Season and THy represents the total number of hours in the corresponding Off-Peak Season. Unavailable BESS Houri,y is the prorated unavailability of the BESS for each hour “i” in yth Season. Unavailable BESS Houri,y shall be calculated as follows: where “Available BESS Capacity” shall be the sum of the available capacity of each of the system inverters, in MW AC, to receive charging energy and deliver discharging energy to the BESS Energy Meter for in the corresponding Off-Peak Season. C. Annual PV System Availability Guarantee No later than sixty (60) days after each Contract Year, Seller shall deliver to Buyer a calculation showing Seller’s computation of the Annual PV System Availability of the PV System for the previous Contract Year. “Annual PV System Availability” or “PVSAy” means a percentage calculated as (a) 100, multiplied by (b) the result of (i) the product of (1) the PV Contract Capacity divided by the BESS Contract Capacity, and (2) the sum of all Available Hours for all inverters electrically connected to and capable of delivering energy through the interconnection facilities at the beginning of the relevant Contract Year, divided by (ii) the sum of all Period Hours in the relevant Contract Year for all PV System inverters at the beginning of the Contract Year. Item 14 Page 184 of 226 Appendix K-1 - 5 “Annual PV System Availability Requirement” or “PVSARy” means for the first full Contract Year and each Contract Year thereafter, seventy-five percent (75%). “Available Hours” mean (a) the number of Period Hours in which a PV System inverter was electrically interconnected to the interconnection facilities, plus (b) the number of hours during any BESS Excused Condition or Excused Condition. Available Hours are counted by an inverter’s programmable logic controller. “Period Hours” mean the sum total of all daylight hours for the applicable Contract Year. Item 14 Page 185 of 226 Appendix K-2 - 1 APPENDIX K-2 TO POWER PURCHASE AGREEMENT BETWEEN SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY AND SAPPHIRE SOLAR, LLC REMEDY CALCULATIONS FOR FAILURE OF BESS PERFORMANCE GUARANTEES AND ANNUAL PV SYSTEM AVAILABILITY GUARANTEE A. For purposes of determining the Modified BESS Capacity Price due to a failure of the Dischargeable Energy Performance Guarantee, the “Dischargeable Energy Adjustment Factor” shall be equal to the result of the following formula (where y represents the applicable Contract Year during which such guarantee is not satisfied): B. For purposes of determining the Modified BESS Capacity Price due to a failure of the Round Trip Efficiency Performance Guarantee, the “Round Trip Efficiency Adjustment Factor” shall be equal to the result of the following formula (where y represents the applicable Contract Year during which such guarantee is not satisfied): C. For purposes of determining the Modified BESS Capacity Price due to a failure of the Peak Season BESS Availability Guarantee, the “Peak Season BESS Availability Adjustment Factor” shall be equal to the result of the following formula (where y represents the applicable Peak Season during which such guarantee is not satisfied): D. For purposes of determining the Adjusted BESS Capacity Price due to a failure of the Off- Peak Season BESS Availability Guarantee, the “Off-Peak Season BESS Availability Adjustment Factor” shall be equal to the result of the following formula (where y represents the applicable Off-Peak Season during which such guarantee is not satisfied): Item 14 Page 186 of 226 Appendix K-2 - 2 E. For purposes of determining the Adjusted BESS Capacity Price due to a failure of the Annual PV System Availability Guarantee, the “Annual PV System Availability Adjustment Factor” shall be equal to the result of the following formula (where y represents the applicable Contract Year during which such guarantee is not satisfied): Item 14 Page 187 of 226 Appendix K-3 - 1 APPENDIX K-3 TO POWER PURCHASE AGREEMENT BETWEEN SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY AND SAPPHIRE SOLAR, LLC STORAGE CAPACITY TEST PROCEDURES PART I. GENERAL. Each Storage Capacity Test shall be conducted in accordance with Prudent Utility Practices and the provisions of this Appendix K-3. For ease of reference, a Storage Capacity Test is sometimes referred to in this Appendix K-3 as a “SCT”. Buyer or its representative may be present for the SCT and may, for informational purposes only, use its own metering equipment (at Buyer’s sole cost). PART II. REQUIREMENTS APPLICABLE TO ALL STORAGE CAPACITY TESTS. A. Purpose of Test. Each SCT shall: (1) Determine the amount of Energy required to fully charge the BESS; (2) Determine the BESS charge ramp rate; (3) Determine the BESS discharge ramp rate; (4) Determine an updated Dischargeable Energy; (5) Determine an updated Round Trip Efficiency. B. Test Elements. Each SCT shall include the following test elements: • The measurement of charging energy exclusive of station use and electrical losses, as measured by the BESS Energy Meter or other mutually agreed meter, that is required to charge the BESS up to the Maximum Stored Energy Level (as defined in Appendix Q) (“Energy In”); • The measurement of discharging energy exclusive of station use and electrical losses, as measured by the BESS Energy Meter or other mutually agreed meter, that is discharged from the BESS to the Point of Delivery until the Stored Energy Level reaches zero MWh as indicated by the battery management system (“Energy Out”); • Electrical output at Maximum Discharging Capacity (as defined in Appendix Q) at the BESS Energy Meter (MW); Item 14 Page 188 of 226 Appendix K-3 - 2 • Electrical input at Maximum Charging Capacity (as defined in Appendix Q) at the BESS Energy Meter (MW); • Amount of time between the BESS’s electrical output going from 0 to Maximum Discharging Capacity; • Amount of time between the BESS’s electrical input going from 0 to Maximum Charging Capacity; • Amount of energy required to go from 0% Stored Energy Level to 100% Stored Energy Level charging at a rate equal to the Maximum Charging Capacity. C. Parameters. During each SCT, the following parameters shall be measured and recorded simultaneously for the BESS, at ten (10) minute intervals: (1) discharge time (minutes); (2) charging energy (MWh); (3) discharging energy (MWh); (4) Stored Energy Level (MWh). D. Site Conditions. During each SCT, the following conditions at the Site shall be measured and recorded simultaneously at thirty (30) minute intervals: (1) Relative humidity (%); and (2) Ambient air temperature (°F). E. Test Showing. Each SCT must demonstrate that the BESS: (1) successfully started; (2) operated for at least four (4) consecutive hours at Maximum Discharging Capacity; (3) operated for at least four (4) consecutive hours at Maximum Charging Capacity; (4) is able to deliver discharging energy to the Point of Delivery as measured by the BESS Energy Meter for four (4) consecutive hours at a rate equal to the Maximum Discharging Capacity. F. Test Conditions. (i) General. At all times during a SCT, the BESS shall be operated in compliance with Prudent Utility Practices and all operating protocols Item 14 Page 189 of 226 Appendix K-3 - 3 recommended, required or established by the manufacturer for operation at Maximum Discharging Capacity and Maximum Charging Capacity (as each is defined in Appendix Q). (ii) Abnormal Conditions. If abnormal operating conditions that prevent the recordation of any required parameter occur during a SCT (including a level of irradiance that does not permit the PV System to produce sufficient charging energy), Seller may postpone or reschedule all or part of such SCT in accordance with Part II.G below. (iii) Instrumentation and Metering. Seller shall provide all instrumentation, metering and data collection equipment required to perform the SCT. The instrumentation, metering and data collection equipment electrical meters shall be calibrated in accordance with Prudent Utility Practices. G. Incomplete Test. If any SCT is not completed in accordance herewith, Buyer may in its sole discretion: (i) accept the results up to the time the SCT stopped; (ii) require that the portion of the SCT not completed, be completed within a reasonable specified time period; or (iii) require that the SCT be entirely repeated. Notwithstanding the above, if Seller is unable to complete a SCT due to a Force Majeure event or the actions or inactions of Buyer or the CAISO or the PTO or the Transmission Provider, Seller shall be permitted to reconduct such SCT on dates and at times reasonably acceptable to the Parties. H. Final Report. Within fifteen (15) Business Days after the completion of any SCT, Seller shall prepare and submit to Buyer a written report of the results of the SCT, which report shall include: (1) a record of the personnel present during the SCT that served in an operating, testing, monitoring or other such participatory role; (2) the measured data for each parameter set forth in Part II.A through C, including copies of the raw data taken during the test; (3) the level of Dischargeable Energy, Energy In, Energy Out, Round Trip Efficiency, Maximum Charging Capacity, the current charge and discharge ramp rate, and Stored Energy Level determined by the SCT, including supporting calculations; and (4) Seller’s statement of either Seller’s acceptance of the SCT or Seller’s rejection of the SCT results and reason(s) therefor. Within ten (10) Business Days after receipt of such report, Buyer shall notify Seller in writing of either Buyer’s acceptance of the SCT results or Buyer’s rejection of the SCT and reason(s) therefor. If either Party rejects the results of any SCT, such SCT shall be repeated in accordance with Part II.G. Item 14 Page 190 of 226 Appendix K-3 - 4 I. Supplementary Storage Capacity Test Protocol. No later than sixty (60) days prior to commencing Facility construction, Seller shall deliver to Buyer for its review and approval (such approval not to be unreasonably delayed or withheld) an updated supplement to this Appendix K-3 with additional and supplementary details, procedures and requirements applicable to Storage Capacity Tests based on the then current design of the Facility (“Supplementary Storage Capacity Test Protocol”). Thereafter, from time to time, Seller may deliver to Buyer for its review and approval (such approval not to be unreasonably delayed or withheld) any Seller recommended updates to the then current Supplementary Storage Capacity Test Protocol. The initial Supplementary Storage Capacity Test Protocol (and each update thereto), once approved by Buyer, shall be deemed an amendment to this Appendix K-3. Part III. SUPPLEMENTARY STORAGE CAPACITY TEST PROTOCOL A. Conditions Precedent to SCT • Control System Functionality: The storage facility control system shall be successfully configured to receive data from the battery system, exchange distributed network protocol 3 data (or other mutually agreed upon communication protocol between Parties) with the Buyer SCADA device, and transfer data to the database server for the calculation, recording and archiving of data points. • Communications: Remote Terminal Unit (RTU) testing should be successfully completed prior to SCT. The interface between Buyer’s RTU and the storage facility SCADA system should be fully tested and functional prior to starting testing. This includes verification of data transmission pathway between the Buyer’s RTU and Seller’s control system interface and the ability to record SCADA data. • Commissioning Checklist: Commissioning Checklist shall be successfully completed on all installed facility equipment, including verification that all controls, set points, and instruments of the control system are configured. • Control System Functionality: The control system is operable within the requirements and has been successfully configured to receive data from the battery system and transfer data to the onsite servers for the calculation, recording and archiving of data points. • The following Commercial Operation tests will be repeated annually: • Round-Trip Efficiency and Dischargeable Energy Test Item 14 Page 191 of 226 Appendix K-3 - 5 B. Round-Trip Efficiency and Dischargeable Energy Test 1. The following test demonstrates the updated Round Trip Efficiency and amount of Energy required to fully charge the BESS (when performed annually or ad hoc). i. The resulting quantity of discharging energy is the Energy Out (as reported in Part II.B above) and the resulting quantity charging energy is the Energy In (as reported in Part II.B above). ii. The Qualified Energy is the sum of the total quantity of discharging energy at the BESS Energy Meter. 2. The BESS will be operated in both the charge and discharge and the BESS will be operated in the same fashion as normal day-to-day operation. No special changes will be made to the control system or BESS Operating Restrictions for the SCT. 3. Procedure: i. System Starting State: The BESS will be in the on-line state with each Battery Subsystem at zero percent (0%) SOC. ii. Verify that in the previous twenty-four (24) hour period, each Battery Subsystem completed the cell balancing procedure allowing full cell balancing to occur, as described in steps (i)-(iv). iii. Verify that ambient temperature measurements at all Battery Subsystems are between 20°C and 30°C throughout this test. Exception can be made if the BESS is liquid cooled and the ambient temperature inside the BESS enclosures are not conditioned. iv. Record initial values of each Battery Subsystem SOC. Exception can be made if the BESS is liquid cooled and the ambient temperature inside the BESS enclosures are not conditioned. v. Command a real power charge that results in an AC power of the BESS’s full charging power and continue the charge until the power is two percent (2%) different. vi. Record and store the AC energy charged to the system as measured at the BESS Energy Meter. Measurements will be made by the BESS Energy Meter with recording in the storage facility historian. vii. Within the amount of time required by the BESS supplier, command a real power discharge that results in an AC power output of the BESS’s maximum discharge power. viii. Maintain the discharging until the power is two percent (2%) different. ix. Record and store the AC energy discharged as measured at the BESS Energy Meter. Measurements will be made by the BESS Energy Meter with recording in the BESS historian. Pass/Fail Criteria Item 14 Page 192 of 226 Appendix K-3 - 6 The Dischargeable Energy is greater than or equal to the Guaranteed Dischargeable Energy. Passed Failed Date: Test Performed by: Test Witnessed by: Pass/Fail Criteria The measured Round Trip Efficiency is greater than or equal to the Round Trip Efficiency Performance Guarantee. Passed Failed Date: Test Performed by: Test Witnessed by: Notes/Test Conditions: ________________________________________________________________________ ________________________________________________________________________ Item 14 Page 193 of 226 Appendix K-4 - 1 APPENDIX K-4 TO POWER PURCHASE AGREEMENT BETWEEN SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY AND SAPPHIRE SOLAR, LLC FORM OF STORAGE CAPACITY TEST CERTIFICATE This certification (“Certification”) of Installed Capacity and related characteristics of the Facility is delivered by [licensed professional engineer] (“Engineer”) to Southern California Public Power Authority (“Buyer”) in accordance with the terms of that certain Power Purchase Agreement dated December 15, 2022 (“Agreement”) by and between Sapphire Solar, 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. I hereby certify the following: a. The Storage Capacity Test conducted on [Date] demonstrated a maximum dependable operating capability to discharge electric energy of [ ] MW AC to the Delivery Point at four (4) hours of continuous discharge, in accordance with the testing procedures, requirements and protocols set forth in Section 9.6, Appendix K-1 and Appendix K-3; b. Such Storage Capacity Test demonstrated (i) a Round Trip Efficiency of [ ]% and (ii) Dischargeable Energy of [ ] MWh, each in accordance with the testing procedures, requirements and protocols set forth in Section 9.6, Appendix K-1 and Appendix K-3. EXECUTED by [LICENSED PROFESSIONAL ENGINEER] this ______ day of __________, 20___. [LICENSED PROFESSIONAL ENGINEER] By: ___________________ Its: _________________ Item 14 Page 194 of 226 Appendix L-1 - 1 APPENDIX L-1 TO POWER PURCHASE AGREEMENT BETWEEN SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY AND SAPPHIRE SOLAR, LLC FORM OF CONSTRUCTION START DATE CERTIFICATION This certification (“Certification”) of the Construction Start Date is delivered by Sapphire Solar, LLC (“Seller”) to Southern California Public Power Authority (“Buyer”) in accordance with the terms of that certain Power Purchase Agreement dated December 15, 2022 (“Agreement”) by and between Seller and Buyer. All capitalized terms used in this Certification but not otherwise defined herein shall have the respective meanings assigned to such terms in the Agreement. Seller hereby certifies and represents to Buyer the following: 1. the engineering, procurement and construction contract related to the Facility was executed on __________; 2. the notice provided by Seller to EPC Contractor by which Seller authorizes the EPC Contractor to begin construction of the Facility without any delay or waiting periods was issued on ______________ (attached); and 3. the Construction Start Date has occurred. IN WITNESS WHEREOF, the undersigned has executed this Certification on behalf of Seller as of the ___ day of ________. Sapphire Solar, LLC By: Its: Date: Item 14 Page 195 of 226 Appendix L-2 - 1 APPENDIX L-2 TO POWER PURCHASE AGREEMENT BETWEEN SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY AND SAPPHIRE SOLAR, LLC FORM OF COMMERCIAL OPERATION DATE CERTIFICATION In accordance with the terms of that certain Power Purchase Agreement dated as of December 15, 2022 (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”) by and between Southern California Public Power Authority (“Buyer”) and Sapphire Solar, LLC (“Seller”), in order to determine achievement of Commercial Operation of the Facility, Seller shall demonstrate to Buyer that the Facility is operating and able to produce and deliver Delivered Energy to Buyer in accordance with the terms of the Agreement by delivery of a Commercial Operation Date Certification (the “Certificate”), signed by an authorized representative of Seller as to all of the items below, and which shall include a certificate in the form attached hereto of an Independent Engineer, licensed in the State of California, regarding the Facility’s ability to deliver Delivered Energy and confirming the items set forth therein. Any capitalized term used herein but not defined in the Certificate shall have the meaning set forth in the Agreement. The Certificate shall be submitted by Seller, along with reasonable documentation as may be requested by Buyer, and certify as to the following:1 1. The Facility is operational and interconnected with the Point of Delivery and capable of delivering the Delivered Energy and receiving and storing the BESS Metered Input as required under the Agreement. 2. Construction of the Facility has been completed in accordance with the terms and conditions of the Agreement, the Facility possesses all of the characteristics required by this Agreement. 3. The Facility has successfully completed all testing required by the Transmission Provider under the Generator Interconnection Agreement and consistent with the Facility design and manufacturer’s requirements to be completed prior to Commercial Operation. Testing shall include but not be limited to operating the Facility for a period of not less than seven (7) consecutive days delivering PV Delivered Energy in an amount equal to at least ninety-five percent (95%) of the PV Contract Capacity[ and BESS Metered Output in an amount equal to at least ninety-five percent (95%) of the BESS Contract Capacity, in each case,] during such period to the Point of Delivery. 4. Seller has segregated and separately metered station use to the extent reasonably possible in accordance with the metering diagram set forth in Appendix 1 Bracketed terms apply as indicated or are only applicable if Facility includes the BESS as determined under Appendix A-2. Item 14 Page 196 of 226 Appendix L-2 - 2 O, and any such meter(s) have the same or greater level of accuracy as required by the CAISO for such meters. 5. The BESS and its meters have been designed and installed in a manner that all Energy used for auxiliary use and station use within the BESS portion of the Facility is metered, and any such meter(s) have the same or greater level of accuracy as required by the CAISO for such meters. 6. Seller has obtained the insurance specified on Appendix F of the Agreement. 7. Seller shall have entered into an agreement providing for the operation and maintenance of the Facility with a Qualified Operator, unless Seller provides the operation and maintenance of the Facility. 8. Buyer has received the Performance Security that complies with the terms of the Agreement. 9. Buyer has accepted (which acceptance shall not be unreasonably withheld, conditioned or delayed) Seller’s proof of timely registration with NERC for all applicable function types and the NERC Compliance Registry in accordance with the currently affective NERC Rules Of Procedure, including Seller’s registration as both Generator Owner and Generator Operator. 10. Buyer has accepted (which acceptance shall not be unreasonably withheld, conditioned or delayed) Seller’s mapping of NERC registered Function Types in accordance with the currently-effective WECC Entity Function Mapping procedures. 11. Buyer has received and found reasonably acceptable Seller’s Q/A Program in accordance with Appendix G of the Agreement. 12. [Full Capacity Deliverability Status has been achieved with respect to the Facility.] or [Full Capacity Deliverability Status has been achieved with respect to the PV System and Partial Capacity Deliverability Status has been achieved in the amount of [X] MW with respect to the BESS]. Upon reasonable notice and during regular business hours, Buyer’s representative(s) may inspect the Facility and observe the testing associated with achievement of Commercial Operation, provided that such representative(s) of Buyer shall at all times comply with Seller’s written instructions regarding safety and security while on the Site. Item 14 Page 197 of 226 Appendix L-2 - 3 Signed, ___________________________ Name: Title: Date: Item 14 Page 198 of 226 Appendix 1 to Appendix L-2 - 4 APPENDIX 1 to APPENDIX L-2 to POWER PURCHASE AGREEMENT BETWEEN SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY AND SAPPHIRE SOLAR, LLC FORM OF INDEPENDENT ENGINEER’S CERTIFICATE (COMMERCIAL OPERATION DATE CERTIFICATE) This Independent Engineer Certificate is delivered by [selected Independent Engineer] (“Independent Engineer”) in accordance with the terms of that certain Power Purchase Agreement dated as of December 15, 2022 (the “Agreement”) by and between Southern California Public Power Authority (“Buyer”) and Sapphire Solar, LLC (“Seller”). Capitalized terms used herein but not defined in this Certificate shall have the meaning set forth in the Agreement. In order to determine achievement of Commercial Operation of the Facility, Independent Engineer hereby certifies the following regarding the Facility’s ability to deliver Delivered Energy: 1. The PV System is fully operational, reliable and interconnected, fully integrated and synchronized with the Transmission System and has been installed in accordance with the manufacturer’s specifications. 2. [The battery comprising the BESS has been installed in accordance with the manufacturer’s specifications.] 3. The Facility has successfully completed all testing required by the Transmission Provider under the Generator Interconnection Agreement and consistent with the Facility design and manufacturer’s requirements to be completed prior to Commercial Operation, including operating the Facility for a period of not less than seven (7) consecutive days and delivering PV Delivered Energy equal to at least ninety-five percent (95%) of PV Contract Capacity [and BESS Metered Output equal to at least ninety-five percent (95%) of the BESS Contract Capacity, in each case,] during such period to the Point of Delivery. 4. Seller has installed equipment for the PV System with an Installed PV Capacity of no less than ninety-five percent (95%) of the PV Contract Capacity. 5. [Seller has installed equipment for the BESS with an Installed Storage Capacity of no less than ninety-five percent (95%) of the BESS Contract Capacity.]2 6. Authorization to parallel the Facility was obtained by the Transmission Provider, [Name of Transmission Provider as appropriate] on___[DATE]____. 2 Only applicable if Facility includes the BESS as determined under Appendix A-2. Item 14 Page 199 of 226 Appendix 1 to Appendix L-2 - 5 7. The Transmission Provider has provided documentation supporting full unrestricted release for Commercial Operation by [Name of Transmission Provider as appropriate] on _______[DATE]_____. 8. The CAISO has provided notification supporting Commercial Operation, in accordance with the CAISO Tariff on _______[DATE]_____. 9. Seller has installed meters in accordance with Prudent Operating Practice, and any such meter(s) have the same or greater level of accuracy as is required by the CAISO for such meters. The undersigned is a Licensed Professional Engineer in the State of California. [Signature page follows] Item 14 Page 200 of 226 Appendix 1 to Appendix L-2 - 6 Sincerely, [SELECTED INDEPENDENT ENGINEER] ___________________________ Name: Title: Date: Item 14 Page 201 of 226 Appendix 2 to Appendix L-2 - 7 APPENDIX 2 to APPENDIX L-2 to POWER PURCHASE AGREEMENT BETWEEN SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY AND SAPPHIRE SOLAR, LLC FORM OF INSTALLED CAPACITY CERTIFICATE This certification (“Certification”) of Installed Capacity and related characteristics of the Facility is delivered by [licensed professional engineer] (“Engineer”) to Southern California Public Power Authority (“Buyer”) in accordance with the terms of that certain Power Purchase Agreement dated December 15, 2022 (“Agreement”) by and between Sapphire Solar, 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. I hereby certify the following: a. The peak electrical output of the PV System at the Delivery Point is [ ] MW AC (“Installed PV Capacity”); b. The Commercial Operation Storage Capacity Test conducted on [Date] demonstrated a maximum dependable operating capability to discharge electric energy of [ ] MW AC to the Delivery Point at four (4) hours of continuous discharge, in accordance with the testing procedures, requirements and protocols set forth in Section 9.6, Appendix K-1 and Appendix K-3 (the “Installed Storage Capacity”); c. The sum of the Installed PV Capacity and the Installed Storage Capacity is [ ] MW AC and shall be the “Installed Capacity”; and d. Such Commercial Operation Storage Capacity Test demonstrated (i) a Round Trip Efficiency of [ ]% and (ii) Dischargeable Energy of [ ] MWh, each in accordance with the testing procedures, requirements and protocols set forth in Section 9.6, Appendix K-1 and Appendix K-3. [Signature Page Follows.] Item 14 Page 202 of 226 Appendix 2 to Appendix L-2 - 8 EXECUTED by [LICENSED PROFESSIONAL ENGINEER] this ______ day of __________, 20___. [LICENSED PROFESSIONAL ENGINEER] By: ___________________ Its: ___________________ Title: ___________________ Item 14 Page 203 of 226 Appendix M - 1 APPENDIX M TO POWER PURCHASE AGREEMENT BETWEEN SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY AND SAPPHIRE SOLAR, LLC SITE CONTROL DOCUMENTS 1. Solar Land Lease, dated as of July 9, 2021, by and between Ravi Madan and EDF Renewables Development, Inc., as recorded under that Memorandum of Solar Land Lease in the Official Records of the County of Riverside on July 12, 2021, as Document # 2021-041758. 2. Solar Land Lease, dated as of November 5, 2020, by and between Fred T. Tafazoli and EDF Renewables Development, Inc. 3. Solar Land Lease, dated as of April 24, 2020, by and between Reza Sarmadi and EDF Renewables Development, Inc. Note that the above Site Control Documents will be assigned from EDF Renewables Development, Inc. to Sapphire Solar, LLC after the Effective Date. Item 14 Page 204 of 226 Appendix N - 1 APPENDIX N TO POWER PURCHASE AGREEMENT BETWEEN SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY AND SAPPHIRE SOLAR, LLC SALE LEASEBACK REQUIREMENTS (a) Performance of Lease Obligations. Seller shall at all times keep, perform, observe and comply with, or cause to be kept, performed, observed and complied with, all material covenants, agreements, conditions and other provisions required to be kept, performed, observed and complied with by or on behalf of Seller from time to time pursuant to the Lease, and Seller shall not do or permit anything to be done, the doing of which, or refrain from doing anything, the omission of which, would reasonably be expected to impair the rights of Seller under the Lease, or could be grounds for the Sale Leaseback Lessor to terminate the Lease. (b) Notice of Default. Seller shall give Buyer immediate notice of (i) any material default or of any event which, with the giving of notice or passage of time, or both, would become a default under the Lease or of the receipt by Seller of any notice from the Sale Leaseback Lessor thereof, or (ii) the commencement or threat of any action or proceeding or arbitration pertaining to the Lease. Buyer, at its option, may take any action (but shall not be obligated to take any action) from time to time deemed necessary or desirable by Buyer to prevent or cure, in whole or in part, any default by Seller under the Lease. Seller shall deliver to Buyer, promptly following service or delivery thereof on, to or by Seller, a copy of each petition, summons, complaint, notice of motion, order to show cause and other pleading or similar paper, however designated, which shall be served or delivered in connection with any such action, proceeding or arbitration. (c) Sale Leaseback Lessor Bankruptcy. In the event of the termination, rejection, or disaffirmance by Sale Leaseback Lessor (or by any receiver, trustee, custodian, or other party that succeeds to the rights of the Sale Leaseback Lessor) under the Lease pursuant to the Bankruptcy Code (U.S.C. §§ 101 et seq.), Seller shall cooperate and work in good faith with Buyer to exercise Seller’s rights under Section 365 of the Bankruptcy Code (including, without limitation, the election available pursuant to Section 365(h) of the Bankruptcy Code, and any successor provision) in a manner consistent with and in furtherance of the purpose of the Agreement and Buyer’s interests in the Agreement (by which Seller acknowledges the importance of the Lease as security). Without limiting the generality of the foregoing sentence, Seller shall not, without Buyer’s prior written consent, which shall not be unreasonably withheld, elect to treat the Lease or the leasehold estate created thereby as terminated under Section 365 of the Bankruptcy Code, after rejection or disaffirmance of the Lease by the Sale Leaseback Lessor (whether as debtor in possession or otherwise) or by any trustee of the Sale Leaseback Lessor, and any such election made without such consent shall be void at inception and of no force or effect. At the request of Buyer, Seller will join in any election made by Buyer under the Bankruptcy Code and will take no action in contravention of the rights granted to Buyer pursuant this Section (c). In the event there is a termination, rejection, or disaffirmance by the Sale Leaseback Lessor (whether as debtor in possession or otherwise) or by any trustee of the Sale Leaseback Lessor pursuant to the Bankruptcy Item 14 Page 205 of 226 Appendix N - 2 Code and, Seller elects, with Buyer’s consent, to have Seller remain in possession under any legal right Seller may have to occupy the property pursuant to the Lease, then Seller shall remain in such possession and shall perform all acts necessary for Seller to retain its right to remain in such possession, whether such acts are required under the then existing terms and provisions of the Lease or otherwise. (d) Seller Bankruptcy. In the event that a petition under the Bankruptcy Code shall be filed by or against Seller and Seller or any trustee of Seller shall decide to reject or disaffirm the Lease pursuant to the Bankruptcy Code (or allow the same), Seller shall give Buyer at least ten (10) days prior notice of the date on which application shall be made to the court for authority to reject or disaffirm the Lease or the Lease will be otherwise rejected. Buyer shall have the right, but not the obligation, to serve upon Seller or such trustee within such ten (10) day period a notice stating that (i) Buyer demands that Seller (whether as debtor in possession or otherwise) or such trustee assume and assign the Lease to Buyer pursuant to the Bankruptcy Code, and (ii) Buyer covenants to cure, or to provide adequate assurance of prompt cure of, all defaults (except defaults of the type specified in Section 365(b)(2) of the Bankruptcy Code) and to provide adequate assurance of future performance under the Lease. In the event that Buyer serves any such notice as provided above, Seller (whether as debtor in possession or otherwise) shall not seek to reject or disaffirm the Lease and Seller (whether as debtor in possession or otherwise). (e) Default Cure (non-bankruptcy). In the event of monetary default under the Lease other than in connection with a bankruptcy filing by or against Seller, upon any payment by Buyer to cure any default of Seller, as lessee thereunder, and thereby to prevent termination of the Lease or the exercise of any other remedy of the Sale Leaseback Lessor thereunder arising out of such default, Seller, within ten (10) days following receipt of notice from Buyer that it made such payment, shall pay the amount of such payment to Buyer plus interest accruing thereon at the Interest Rate, from and including the date of the payment by Buyer to cure such default to but excluding the date of such payment by the Seller. (f) Memorandum. A memorandum of the Lease shall be recorded in the applicable county. Item 14 Page 206 of 226 Appendix O - 1 APPENDIX O TO POWER PURCHASE AGREEMENT BETWEEN SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY AND SAPPHIRE SOLAR, LLC METERING DIAGRAM Item 14 Page 207 of 226 Appendix P - 1 APPENDIX P TO POWER PURCHASE AGREEMENT BETWEEN SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY AND SAPPHIRE SOLAR, LLC FORM OF CONSENT AND AGREEMENT - CONSENT AND AGREEMENT This CONSENT AND AGREEMENT (this “Consent”), dated as of ________, 202__, is executed by and among Southern California Public Power Authority, a public entity and joint powers authority formed and organized pursuant to the California Joint Exercise of Powers Act (California Government Code Section 6500, et seq.) (“Buyer”), [_______], in its capacity as collateral agent for the Secured Parties (as defined in the below defined Financing Agreement) (together with its successors and permitted assigns in such capacity, the “Collateral Agent”) and Sapphire Solar, LLC, a Delaware limited liability company (“Seller”). Each of Buyer, Seller and the Collateral Agent is referred to under this Agreement as a “Party,” and together they are referred to as the “Parties”. Capitalized terms used but not defined herein shall have the meanings set forth in the PPA (as defined below) in effect on the date hereof. RECITALS A. [_________] (“Borrower”)[, an indirect owner of Seller,] has entered into that certain Financing Agreement, dated as of the date hereof (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Financing Agreement”), with the financial institutions from time to time party thereto as lenders and letter of credit issuing banks (collectively, the “Lenders”), [_______], as administrative agent for the Lenders, the Collateral Agent, and the other agents and Persons party thereto, pursuant to which the Lenders have agreed to extend financing to Borrower, the proceeds of which are to be utilized for the [construction, ownership, operation and maintenance] of an approximately one hundred seventeen (117) MWac solar-powered electric generating facility (the “PV System”) and up to two hundred thirty six (236) MWh battery energy storage system, if constructed, (“BESS” and, together with the PV System, the “Facility”, as further described in the PPA) located in Riverside County, California. B. Seller and Collateral Agent have entered into a [Guarantee and Security Agreement], dated as of the date hereof (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”) under which Seller collaterally assigned its interest under the PPA to Collateral Agent as collateral for the credit facilities under the Financing Agreement and a deed of trust or mortgage under which Seller has granted to Collateral Agent a lien on the Facility to be recorded in Riverside County, California (the “Financing Deed of Trust”). Additionally, [_____________] (“Pledgor”) has entered into a [Guarantee, Pledge and Security Agreement], dated as of the date hereof (as amended, amended Item 14 Page 208 of 226 Appendix P - 2 and restated, supplemented or otherwise modified from time to time, the “Pledge Agreement” and, together with the Security Agreement and Financing Deed of Trust, the “Construction Period Collateral Documents” and, together with the Financing Agreement and any related agreements or documents, the “Financing Documents”) with Collateral Agent pursuant to which it has pledged to Collateral Agent all of the membership interests in Seller, to secure Borrower’s obligations under the Financing Agreement. C. Buyer and Seller entered into that certain Power Purchase Agreement, dated as of December 15, 2022 (as may be amended, amended and restated, supplemented or otherwise modified from time to time, the “PPA”), pursuant to which Seller will develop, finance, construct, own, and operate the Facility, and will, except as otherwise provided in the PPA, sell the Energy from the Facility to Buyer. D. Pursuant to Section 13.3 of the PPA, Seller has requested Buyer’s consent to collateral assignment, pursuant to the Security Agreement, by Seller to the Collateral Agent of all of Seller’s right, title and interest in, to and under the PPA, to the grant of the liens in the Facility pursuant to the Financing Deed of Trust and to the pledge of the direct and indirect membership interests in Seller to the Collateral Agent. AGREEMENT 1. Assignment and Agreement. 1.1 Consent to Assignment. Buyer hereby consents to the collateral assignment to the Collateral Agent, pursuant to the Security Agreement, of all of Seller’s rights, title and interest in, to and under the PPA (including, without limitation, the right to receive payment thereunder), the granting of Liens on all property of Seller pursuant to the Construction Period Collateral Documents, the pledge of direct membership interests in Seller to the Collateral Agent as security for Borrower’s obligations under the Pledge Agreement, the pledge of the indirect membership interests in Seller to the Collateral Agent pursuant to the terms of the Financing Agreement and Buyer acknowledges that the Collateral Agent and is a “Facility Lender” for purposes of the PPA. Subject to the terms and conditions of this Consent, Buyer agrees that, in exercising its remedies under the Construction Period Collateral Documents, the Collateral Agent may exercise Seller’s rights under the PPA. 1.2 Notices: Right to Cure by the Collateral Agent. Upon the occurrence of a Default (as defined under the PPA) by Seller under the PPA, Buyer shall give concurrent notice of such Default to Seller and the Collateral Agent. Upon receipt of notice from the Collateral Agent, Buyer agrees to accept the exercise and cure by the Collateral Agent of the Default if such exercise and cure is in compliance with the PPA and this Consent. Buyer shall not terminate or suspend its performance under the PPA until the Collateral Agent has been given: (a) if such Default is a monetary Default, thirty (30) days after the later of (i) the expiration of all cure periods available to Seller under the PPA and (ii) receipt of such notice to cure a monetary Default or, (b) if such Default is a nonmonetary Default, sixty (60) days after the later of (i) the expiration of all cure periods available to Seller under the PPA and (ii) receipt of such notice (or up to thirty (30) additional days, so long as the Collateral Agent reasonably demonstrates to Buyer that it is diligently pursuing appropriate action to cure and is making sufficient progress toward curing such Item 14 Page 209 of 226 Appendix P - 3 Default); provided, however, that (x) if possession of the Facility is necessary to cure any such nonmonetary Default and the Collateral Agent commenced foreclosure proceedings within thirty (30) days after the Collateral Agent’s receipt of notice of Default from Buyer and are diligently pursuing such foreclosure proceedings, the Collateral Agent will be allowed a reasonable additional period of time, not to exceed ninety (90) days after receipt of such notice of Default from Buyer, to complete such proceedings and cure such Default, and (y) if the Collateral Agent is prohibited from curing any such Default by any process, stay or injunction issued by any Governmental Authority or pursuant to any bankruptcy or insolvency proceeding or other similar proceeding involving Seller, then the time periods specified herein for curing a Default shall be extended for the period of such prohibition, so long as the Collateral Agent has diligently pursued removal of such process, stay or injunction, but in no event more than two hundred thirty (230) days. Failure of Buyer to provide such notice to the Collateral Agent shall not constitute a breach of the PPA or this Consent by Buyer and the Collateral Agent agrees that Buyer shall have no liability to the Collateral Agent for such failure whatsoever; provided that no claim of Default or termination of the PPA by Buyer shall be binding without such notice and the lapsing of the applicable periods set forth above. If the Collateral Agent fails to cure a Default within the applicable period, Buyer shall have all its rights and remedies with respect to such Default as set forth in the PPA. 1.3 Subsequent Owner. Subject to the terms and conditions of this Consent, the Parties agree that the Collateral Agent shall, concurrent with any statutory notice required to be delivered to Seller, give notice in writing to Buyer not less than thirty (30) days prior to the date of any foreclosure or transfer of the Facility and the PPA (a “Foreclosure Sale”) and, in addition, the Collateral Agent shall subsequently notify Buyer following any transfer pursuant to such foreclosure. If the Collateral Agent notifies Buyer in writing that it has completed foreclosure on the Facility and PPA pursuant to the Construction Period Collateral Documents, taken a “deed in lieu of foreclosure” with respect to the Facility and PPA, or otherwise transferred the Facility and PPA, the Collateral Agent or its permitted successors or assigns, or any other purchaser of the Facility (each such Person, including the Collateral Agent that is a transferee, a “Subsequent Owner”), shall be recognized as a party substituting for Seller under the PPA so long as such the Subsequent Owner meets the qualifications for a Qualified Transferee and each Subsequent Owner expressly assumes Seller’s obligations under the PPA, and the terms and conditions of the PPA as in effect on such date of transfer or foreclosure shall continue to apply to such Subsequent Owner; provided, however, it is acknowledged and agreed that [insert name of Collateral Agent that is a party to this Consent] is a Qualified Transferee. 1.4 [Reserved]. 1.5 Foreclosure Sale. In the event a Foreclosure Sale or deed in lieu of foreclosure under the Construction Period Collateral Documents shall take place, Buyer or any Participating Member shall have the right to bid at such Foreclosure Sale for the purchase of the Facility. The Collateral Agent may sell the membership interests in Seller pursuant to such Foreclosure Sale. 1.6 Third Party Beneficiary. No action of Buyer taken pursuant to the exercise of its rights as provided in this Consent shall be deemed to be a waiver of any right accruing to Buyer on account of the occurrence of any matter which constitutes a default or a breach of Seller’s obligations under the Financing Agreement or the PPA. Item 14 Page 210 of 226 Appendix P - 4 1.7 No Assignment. Buyer agrees that it shall not, without the prior written joint consent of Seller and the Collateral Agent (such consent to not be unreasonably withheld, conditioned or delayed) sell, assign or transfer any of its rights under the PPA, other than in accordance with Section 14.7 of the PPA. The Collateral Agent shall be deemed to have consented to such sale, assignment or transfer should it fail to respond within forty-five (45) days after the date of the notice from Buyer is received by the Collateral Agent. 1.8 Limitation of Liability. (a) Seller agrees that it shall indemnify and hold Buyer harmless, and, at Buyer’s option, defend, Buyer and its Indemnitees from and against from any third-party claims, losses, liabilities, damages, judgments, fines, penalties, costs or expenses (including, without limitation, any direct, indirect or consequential claims, losses, liabilities, damages, costs or expenses, including legal fees) in connection with or arising out of any of the transactions related to the Financing Agreement and the Construction Period Collateral Documents or this Consent. (b) In the event of any Foreclosure Sale, or the taking of any deed in lieu of foreclosure, in connection with an exercise of remedies under any Construction Period Collateral Documents, the Collateral Agent shall, if performance of the PPA is reasonably possible, cause the Subsequent Owner to assume in writing and agree to be bound by the covenants and agreements of Seller in the PPA; provided, however, that until the Subsequent Owner executes and delivers to Buyer a written assumption of Seller’s obligations under the PPA, in form and substance reasonably acceptable to Buyer, such Person will not be entitled to any of the benefits of the PPA. The Collateral Agent agrees that in no event shall Buyer be liable to the Collateral Agent or any Subsequent Owner for any claims, losses, expenses or damages whatsoever under the PPA other than liability Buyer may have to Seller under the PPA. In the event a Subsequent Owner elects to perform Seller’s obligations under the PPA in accordance with Section 1.3 hereof, the recourse of Buyer in seeking the enforcement of such obligations shall be limited to any Project Development Security, or the Delivery Term Security, as applicable, provided pursuant to the PPA and the value (taking into account indebtedness secured by the Facility, including indebtedness arising in connection with such Project Development Security or the Delivery Term Security, as applicable) of the Subsequent Owner’s interest in the Facility. 1.9 Reinstatement. In the event that the PPA is rejected by a trustee or debtor-in- possession in any bankruptcy or insolvency proceeding, and if, within forty-five (45) calendar days after such rejection, the Collateral Agent shall so request, Buyer will execute and deliver to the Collateral Agent a new power purchase agreement, which power purchase agreement shall be on the same terms and conditions as the original PPA for the remaining term of the original PPA before giving effect to such rejection, and which shall require the Collateral Agent to cure any defaults then existing under the original PPA other than the default under the original PPA attributed to the bankruptcy or insolvency of Seller. 2. Payments under the PPA. Without limiting the rights of Buyer under the PPA, Buyer shall pay any amounts owed in the manner and when required under the PPA directly to the accounts specified below or otherwise designated by the Collateral Agent to Buyer in writing. From and after such time as an entity qualifies as a Subsequent Owner, Buyer shall pay all such amounts owed directly to or at the written direction of such Subsequent Owner. Commencing on Item 14 Page 211 of 226 Appendix P - 5 the date of this Consent and until the occurrence of the Term Conversion Date (as defined in the Financing Agreement and which shall only occur for purposes of this Consent after Buyer receives written notice thereof from the Collateral Agent) (the “Construction Loan Discharge Date”), Seller hereby directs Buyer, and Buyer agrees, to make all payments and amounts Buyer is obligated to pay to Seller under the PPA, which payments shall satisfy any such payment obligations of Buyer to Seller in full and complete satisfaction of Buyer’s obligations to Seller under the PPA to the following account: Bank Name: [______] Account Number: [______] ABA Number: [______] Account Name: [______] Ref: [_____] The Collateral Agent and Seller agree that any change in payment notification shall become effective within thirty (30) days after receipt by Buyer of written notice thereof in accordance with this Consent. Buyer shall have no liability to Seller or any Secured Party (or their successors and assigns) for making payments due or to become due under the PPA to any Secured Party or for failure to direct any payments to the Collateral Agent rather than Seller. 3. Acknowledgements; Representations and Warranties. 3.1 Buyer. Buyer hereby represents and warrants to the Collateral Agent as of the date of this Consent as follows: Buyer agrees that any foreclosure by the Collateral Agent on the direct or indirect membership interests in Seller, or any parent entity of Seller and any subsequent transfer to a third party by the Collateral Agent after such foreclosure, upon the occurrence of a default under the Financing Agreement shall not constitute a breach under the PPA so long as the Facility is operated and maintained by a Qualified Operator following any such foreclosure and subsequent transfer. Collateral Agent shall obtain Buyer’s consent (such consent not to be unreasonably withheld) prior to any transfer by Collateral Agent of the membership interests in Borrower or Pledgor upon the occurrence of a default by Borrower under the Financing Agreement to an entity other than a Qualified Transferee. 3.2 Seller and Collateral Agent. (a) Seller and the Collateral Agent acknowledge that Buyer has not made and hereby makes no representation or warranty, expressed or implied, that Seller has any right, title or interest in the collateral secured by the Construction Period Collateral Documents (the “Collateral”) and the Collateral Agent acknowledges that it has not relied upon any such representations of Buyer. The Collateral Agent acknowledges that it is responsible for satisfying itself as to the existence and extent of Seller’s right, title, and interest in the Collateral. Item 14 Page 212 of 226 Appendix P - 6 (b) Except as otherwise expressly provided herein, the Collateral Agent acknowledges that Buyer shall not have any contractual obligations to the Collateral Agent, and the Collateral Agent acknowledges that it has not relied upon any representations of Buyer in connection with its lending arrangements with Borrower for the Facility. (c) Except with respect to performance of the agreements contained herein, Seller and the Collateral Agent acknowledge that Buyer shall have no liability to Seller or the Collateral Agent resulting from or related to this Consent, or for consenting to any future assignments of the Collateral or any interest of Seller or the Collateral Agent therein. (d) Seller and the Collateral Agent each agree that Buyer shall, at all times, have (and Buyer hereby expressly reserves) the right to set off or deduct from payments due to Seller under the PPA amounts owing to Buyer by Seller under the PPA, in each case solely in accordance with Section 11.5 of the PPA. (e) Collateral Agent represents and warrants that it is duly authorized, on behalf of the Secured Parties it represents, to enter into and perform its obligations under this Consent. 4. Miscellaneous. 4.1 Governing Law; Submission to Jurisdiction. (a) This Consent shall be governed by, interpreted, and enforced in accordance with the laws of the State of California, without regard to conflict of law principles. (b) All litigation arising out of, or relating to this Consent, shall be brought in a State or Federal court in the County of Los Angeles in the State of California. The Parties irrevocably agree to submit to the exclusive jurisdiction of such courts in the State of California and waive any defense of forum non conveniens. 4.2 Conflicts. Except as otherwise set forth herein, this Consent does not modify or alter any of the terms of the PPA. As between the Buyer and the Seller, to the extent the terms and conditions herein conflict with those in the PPA, the terms and conditions of the PPA shall control. Except as set forth herein, Buyer shall have no obligation or liability to the Collateral Agent with respect to the PPA. For purposes of this provision, Seller and Buyer agree that the acknowledgments and consents provided in Section 1.1, the extended cure periods provided in Section 1.2, the rights of a Subsequent Owner in Section 1.3, the restriction on assignment in Section 1.7, the payments pursuant to Article 2, and the agreement regarding change in control in Section 3.1 do not conflict with the PPA. 4.3 Counterparts. This Consent may be executed in any number of counterparts and by the different Parties on separate counterparts, each of which, when so executed and delivered, shall be an original, but all of which shall together constitute one and the same instrument. Any signature page of this Consent may be detached from any counterpart of this Consent without impairing the legal effect of any signature thereon, and may be attached to another counterpart of this Consent identical in form hereto by having attached to it one or more signature pages. Item 14 Page 213 of 226 Appendix P - 7 4.4 Amendment; Waiver. Neither this Consent nor any of the terms hereof may be terminated, amended, supplemented, waived or modified except by an instrument in writing signed by Buyer, Seller and the Collateral Agent. 4.5 Successors and Assigns. This Consent shall be binding upon and inure to the benefit of Buyer, Seller, the Collateral Agent and each of their respective successors and permitted assigns. 4.6 Attorneys’ Fees. Seller shall reimburse Buyer for all actual and documented costs and expenses incurred by Buyer in connection with the facilitation of Seller’s collateral assignment or pledge of the PPA, or any other action taken in connection with the transactions contemplated in this Consent, or otherwise pursuant to any request made by Seller or the Collateral Agent. 4.7 Representation by Counsel. Each of the Parties was represented by its respective legal counsel during the negotiation and execution of this Consent. 4.8 Estoppel Certificate. Buyer agrees to deliver to the Collateral Agent and any Tax Equity Investor a customary estoppel certificate, substantially in the form of Exhibit A, on or about the date of delivery of this Consent[, in connection with the initial funding by the Tax Equity Investors,] and in connection with the achievement of Commercial Operation of the Facility following receipt of a written request therefor from Seller. 4.9 Notices. Any communications between the Parties or notices provided herein to be given shall be given to the following addresses: If to Seller: Sapphire Solar, LLC c/o [_____________] If to Buyer: Southern California Public Power Authority 1160 Nicole Court Glendora, CA 91740 Attn: Executive Director Tel: (626) 793-9364 Fax: (626) 793-9461 If to the Collateral Agent: Item 14 Page 214 of 226 Appendix P - 8 [_________] as Collateral Agent [_________] [_________] Attention: [________] Email: [_______] All notices or other communications required or permitted to be given hereunder shall be in writing and shall be considered as properly given (a) if delivered in person, (b) if sent by overnight delivery service, (c) if mailed by first-class United States Mail, postage prepaid, registered or certified with return receipt requested, or (d) if sent by prepaid telegram or by facsimile. Any Party may change its address for notice hereunder by giving written notice of such change to the other Parties. 4.10 Termination of Collateral Documents and Consent. Seller and Collateral Agent agree that upon the termination of the Construction Period Collateral Documents on the Term Conversion Date, the only remaining collateral security of the Collateral Agent securing the obligations of the Borrower under the Financing Agreement will be the membership interests in, and any assets of, the Pledgor and the Borrower and [__], and there will be no remaining collateral security of the Collateral Agent in the Seller or its assets that secures the obligations of the Borrower under the Financing Documents. Seller agrees to deliver notice of the occurrence of the Term Conversion Date to Buyer (with a copy to Collateral Agent) promptly but in no event more than 10 days after such Term Conversion Date. The Parties agree that, as of such date, any rights, duties or obligations arising hereunder shall terminate and no longer be applicable; provided, that Sections 1.1, 1.8(a), 3, 4.1, 4.2, 4.3, 4.4, 4.5, 4.6, 4.7, 4.9 and 4.10 shall survive the termination of this Consent. Upon the occurrence of the Term Conversion Date, if requested by Seller, Buyer shall enter into an agreement that provides to Seller’s direct or indirect tax equity investors rights substantially the same as those set forth in Section 4.11 of the Form of Consent to Collateral Assignment attached as Appendix P to the PPA. 4.11 Tax Equity Investor Accession. Each of Buyer, Lender, Seller and the Tax Equity Investors hereby agree as follows: (a) Effective as of the earlier to occur of (1) the date that the obligations under the Financing Documents are repaid in full; (2) the Term Conversion Date and (3) [__________]; provided that clause 4.11(a)(i) below shall not be applicable until the earlier to occur of one of subclauses (1) or (2) of this clause 4.11(a): i. The rights of the Lender under Section 1 hereof and the payment direction in Section 2 hereof will terminate. ii. Buyer will not terminate the PPA or suspend its performance under the PPA on account of any Default (as defined under the PPA) of Seller thereunder, without Item 14 Page 215 of 226 Appendix P - 9 written notice to the Tax Equity Investors and first providing to the Tax Equity Investors and the right to cure the relevant Default during the cure period (if any) applicable to such Default under the PPA. Failure of Buyer to provide notice to the Tax Equity Investors shall not constitute a breach of the PPA or this Consent by Buyer, and Buyer shall have no liability to any Tax Equity Investor for any such failure; provided that no claim of Default or termination of the PPA by Buyer shall be binding without such notice and the lapsing of the applicable cure periods (if any) set forth in the PPA. Following notice to the Tax Equity Investors and the lapsing of any applicable cure period, Buyer may exercise any remedies under the PPA with respect to such Default, including terminating the PPA or suspending its performance under the PPA. (b) The address of the Tax Equity Investors for purposes of all notices and other communications is: [_______________________] and [_______________________] With copies to: [_______________________] and [_______________________] and [_______________________] [SIGNATURE PAGES TO FOLLOW] Item 14 Page 216 of 226 Appendix P - 10 IN WITNESS WHEREOF, the Parties have caused this Consent and Agreement to be duly executed and delivered as of the date first above written. SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY, as Buyer By: ___________________________________ President Date: Attest: ___________________________________ Assistant Secretary Sapphire Solar, LLC, a Delaware limited liability company as Seller By: ___________________________________ Name: Title: [_____________], as Collateral Agent for the Secured Parties By: ___________________________________ Name: Title: Item 14 Page 217 of 226 Appendix P - 11 EXHIBIT A TO CONSENT AND AGREEMENT FORM OF PPA ESTOPPEL CERTIFICATE [Insert Date] Reference is made to that certain Power Purchase Agreement, dated as of December 15, 2022 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “PPA”), by and between the Southern California Public Power Authority, a public entity and joint powers agency formed and organized pursuant to the California Joint Exercise of Powers Act (California Government Code Section 6500, et seq.) (“Buyer”), and Sapphire Solar, LLC, a Delaware limited liability company (“Seller”). Terms used herein but not defined herein have the same meanings as in the PPA. Buyer hereby confirms and agrees as of the date hereof as follows: 1. The copy of the PPA, as amended, attached hereto as Exhibit A, constitutes a true and complete copy of the PPA. 2. The PPA is in full force and effect and has not been modified or amended in any way [since [__________], 20[__]], and constitutes the only agreement between Buyer and Seller, other than that certain Consent and Agreement dated as of [__________], 202[__], by and among Buyer, Seller and [_____], as the Collateral Agent (as defined therein). 3. Buyer has not transferred or assigned its interest in the PPA. 4. Buyer is not in default under the PPA, nor has Buyer breached any of its representations, warranties, agreements or covenants under the PPA and, to Buyer’s knowledge, no facts or circumstances exist which, with the passage of time or the giving of notice nor both, would constitute a default or breach by Buyer under the PPA or which would give Seller the right to terminate the PPA. To Buyer’s knowledge, Seller is not in default under the PPA nor, to Buyer’s knowledge, has Seller breached any of its representations, warranties, agreements or covenants under the PPA and, to Buyer’s knowledge, no facts or circumstances exist which, with the passage of time or the giving of notice nor both, would constitute a default or breach by Seller under the PPA or which would allow Buyer to terminate the PPA. 5. All representations made by Buyer in the PPA were true and correct as of the effective date of the PPA and continue to be true and correct as of the date hereof. 6. To Buyer’s knowledge, no event, act, circumstance, or condition constituting an event of Force Majeure under the PPA has occurred and is continuing. 7. Seller has not claimed any amounts under the indemnification obligation of Buyer set forth in the PPA (except as disclosed to the investors in the applicable Tax Equity Financing). Item 14 Page 218 of 226 Appendix P - 12 8. To Buyer’s knowledge, Buyer has no existing counterclaims, offsets, or defenses against Seller under the PPA. Buyer has no present knowledge of any facts entitling Buyer to any material claim, counterclaim or offset against Seller in respect of the PPA. 9. All payments due and payable as of the date hereof, if any, under the PPA, by Buyer have been paid in full through the period ending on the date hereof. 10. Seller has achieved each Milestone set forth in Appendix I to the PPA that is to be completed on or prior to the date hereof. 11. To Buyer’s knowledge, Buyer has no notice of, and has not consented to, any previous assignment of all or any part of Seller’s rights under the PPA. 12. [The Commercial Operation Date of the Facility occurred on [__________], 20[__]. 13. The PV Contract Capacity of the Facility as of the Commercial Operation Date is [___] MW.] [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] Item 14 Page 219 of 226 Appendix P - 13 IN WITNESS WHEREOF, Buyer has caused this Certificate to be duly executed by its officer thereunto duly authorized as of the date first set forth above. SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY By: ___________________________________ Name Title: Item 14 Page 220 of 226 Appendix P - 14 Exhibit A to Estoppel Certificate PPA See attached. Item 14 Page 221 of 226 Appendix Q - 1 APPENDIX Q TO POWER PURCHASE AGREEMENT BETWEEN SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY AND SAPPHIRE SOLAR, LLC BESS AND FACILITY OPERATING RESTRICTIONS3 A. BESS Operating Restrictions The BESS shall be subject to the following Operating Restrictions: Description Value Notes 1. BESS Contract Capacity 59 MW As determined by the procedure stated in Appendix K-1 Section C.(i) 2. Maximum Stored Energy Level 59 MW for 4 hours 3. Minimum Stored Energy Level 0 MWh Maximum time at Minimum Stored Energy Level is 48 hrs and immediately following any such 48-hour period the SOC must be increased to at least 5% 4. Maximum Charging Capacity 59 MW Or as determined by the procedure stated in Appendix K-1 Section C.(i) 5. Minimum Charging Capacity 0 MW 6. Maximum Discharging Capacity 59 MW Or as determined by the procedure stated in Appendix K-1 Section C.(i) 7. Minimum Discharging Capacity 0 MW 8. Maximum State of Charge (SOC) during Charging 100 % SOC is relative to Maximum Stored Energy Level 9. Minimum State of Charge (SOC) during Discharging 0 % SOC is relative to Maximum Stored Energy Level 10. Annual Average State of Charge Range (SOC) <40 % Measured during each Contract Year 3 NTD: To be determined after FCDS is received or Buyer exercises the BESS Build Option. Item 14 Page 222 of 226 Appendix Q - 2 11. Annual Cycle Limit 365 cycles / Contract Year* One (1) cycle is equal to one (1) kWh discharge throughput per kWh calculated by the product of the BESS Contract Capacity and discharge hours Not to exceed the stated value Measured during each Contract Year 12. Daily Dispatch Limits 2 cycles per operating day One (1) cycle is equal to 1 kWh throughput per kWh calculated by the product of the BESS Contract Capacity and discharge hours Not to exceed the stated value 13. Manual Dispatch Commands All dispatch commands from the Buyer must use the Seller-supplied EMS * Increased pro rata for any Contract Year exceeding 365 days. C. Additional Operating Restrictions The Facility shall be subject to the follow Operating Restrictions: 1. Dispatch cannot cause Delivered Energy to exceed the PV Contract Capacity. Item 14 Page 223 of 226 Appendix R - 1 APPENDIX R TO POWER PURCHASE AGREEMENT BETWEEN SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY AND SAPPHIRE SOLAR, LLC PTC OPTION AMENDMENT Upon Seller’s Notice to Buyer of its election to qualify the Facility for PTC in accordance with Section 3.8 of the Agreement, the Agreement shall be deemed amended as follows: 1. Section 7.4(b) of the Agreement is deleted and replaced in its entirety as follows: “In addition to the curtailments described in Section 7.4(a), Buyer may curtail deliveries of (i) PV Delivered Energy, (ii) PV System Energy or (iii) BESS Metered Output that results in curtailment of PV System Energy, in each of the foregoing cases for any Compensable Curtailment Seller shall comply with such request in accordance with Prudent Utility Practices. Seller shall respond to Buyer curtailment notices (including the end of such curtailment periods) in accordance with Prudent Utility Practices. Except for Non-Compensable Curtailments, Buyer shall pay Seller for any Deemed Generated Energy for Compensable Curtailments in an amount equal to (i) the amount of Deemed Generated Energy in MWh, multiplied by (ii) (1) the applicable Contract Price plus (2) (A) the PTC rate determined pursuant to Section 45(b)(2) of the Code or Section 45Y(c)(1) of the Code, as applicable, as in effect during the Compensable Curtailment (and taking into account any then-applicable PTC rate increases under Section 45 of the Code or Section 45Y of the Code, as applicable), converted to a dollar per MWh basis, divided by (B) one (1) minus the highest then-applicable federal income tax rate (expressed as a percentage) applicable to Seller or its Affiliates or Tax Equity Investor. To the extent any PV System Energy is sold to a third party under this Section 7.4(b), the obligation to pay the amounts set forth for a curtailment by Buyer under this Section 7.4(b) shall be reduced accordingly by an amount equal to the net proceeds Seller receives from such sales of PV System Energy (after subtracting any Scheduling fees, wheeling charges, and other associated costs, fees, and reasonable expenses incurred in connection with such sales). All Environmental Attributes and Capacity Rights associated with such PV System Energy sold to third parties shall be delivered at no additional cost to Buyer.” 2. Section 7.6 of the Agreement is deleted and replaced in its entirety as follows: “As between the Parties, Seller shall be deemed to be in exclusive control (and responsible for any damages or injury caused thereby) of all Energy prior to and at the Point of Delivery and all Replacement Energy prior to and at the Point of Delivery thereof into the CAISO grid. For the avoidance of doubt, Seller shall not be deemed to be in control (and responsible for any damages or injury caused thereby) of Energy and any Replacement Energy from and after the Point of Delivery. Seller warrants that it will deliver all Energy, Item 14 Page 224 of 226 Appendix R - 2 Replacement Product, Capacity Rights, and all of the associated Environmental Attributes to Buyer free and clear of all Liens created by any Person other than Buyer. Title to, and risk of loss for, all Delivered Energy and all of the associated Products shall pass from Seller to Buyer at the Point of Delivery; provided that (i) title to, and risk of loss for, any Replacement Energy specified by Buyer to be delivered to a point or points of delivery other than the Point of Delivery shall pass from Seller to Buyer upon the delivery of such Replacement Energy to such point or points, and (ii) title to all PV Delivered Energy shall pass and transfer from Seller to Buyer at the PV Energy Meter. Notwithstanding the foregoing, Title to all of the associated Environmental Attributes and Capacity Rights shall pass from Seller to Buyer upon the creation thereof.” 3. In the definition of “Losses” in Section 13.4(f)(ii) of the Agreement, the following sentence is added to the end thereof: “In circumstances where Seller is a Non-Defaulting Party, the value of lost PTCs (if any) shall be included as “Losses” and such value shall be considered direct compensable damages, and not indirect or consequential damages.” In addition to the foregoing amendments, the Parties agree that upon Seller’s Notice to Buyer or its election to qualify the Facility for PTC in accordance with Section 3.8 of the Agreement, the applicable Contract Price, Contract Price Floor and Contract Price Ceiling for PV Delivered Energy shall be reduced in accordance with Section 6.1(b)(iii) of the Agreement. Item 14 Page 225 of 226 Schedule 12.2(h) - 1 SCHEDULE 12.2(h) TO POWER PURCHASE AGREEMENT BETWEEN SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY AND SAPPHIRE SOLAR, LLC UPSTREAM EQUITY OWNERS, SELLER’S ULTIMATE PARENT AND ORGANIZATIONAL AND OWNERSHIP STRUCTURE OF SELLER AND UPSTREAM EQUITY OWNERS 19800281_v15 Item 14 Page 226 of 226 7 0 City Council Agenda Report Meeting Date:January 17, 2023 From:Lisa Pope, City Clerk Department:City Clerk Submitted by:Lisa Pope, City Clerk Subject City Council Appointments to Outside Agencies Recommendation A. Appoint an alternate representative to the Central Basin Water Association; B. Appoint an alternate representative to County Sanitation District No. 1; and C. Appoint an alternate representative to County Sanitation District No. 2. Background Following the retirement of Council Member William Davis on December 19, 2022, vacancies exist on several of the City’s outside agencies. Council Member Davis was the City’s alternate on the Central Basin Water Association, which meets quarterly upon notice. Council Member Merlo serves as the representative. This position requires the filing of a Statement of Economic Interest Form 700. The Council should select an alternate to the Central Basin Water Association. County Sanitation District No. 1 meets the second Wednesday of each month and District No. 2 meets on the second and fourth Wednesdays of each month. Council Member Davis’ retirement leaves the alternate representative positions vacant. Mayor Lopez serves as the representative to both District No. 1 and District No. 2. The positions require the filing of a Statement of Economic Interest Form 700. The Council should select an alternate to County Sanitation District No. 1 and District No. 2. Fiscal Impact There is no fiscal impact associated with this report. Attachments 1. Outside Agency Appointments Item 15 Page 1 of 4 COUNCIL OUTSIDE AGENCY APPOINTMENTS Outside Agency Appointments Page 1 of 3 Board/Agency Delegate Alternate Meetings Stipend/ Filings California Contract Cities Association Ybarra Lopez 3rd Wednesday monthly, 6 p.m. (dark Jan., July and Sept.) None Central Basin Water Association Merlo Vacant VPU Rep Quarterly, will provide notice of meetings Form 700 City Selection Committee (Mayor)Lopez Council Meets as needed None County Sanitation District #1 (Mayor) Lopez Vacant 2nd Wednesday monthly, 1:30 p.m.$125 Form 700 County Sanitation District #2 (Mayor) Lopez Vacant 2nd & 4th Wednesday monthly, 1:30 p.m.$125 Form 700 County Sanitation District #23 Entire Council 2nd Wednesday monthly, 1:30 p.m.$125 Form 700 Gateway Cities Council of Governments Ybarra Lopez 1st Wednesday monthly, 6:00 p.m.$125 Form 700 Greater Los Angeles County Vector Control District Health and Safety Code Section 2024 Lopez 2nd Thursday of each month, 7 p.m.$100 Form 700 Independent Cities Association Ybarra Larios 2nd Thursday monthly, 7:00 pm None Independent Cities Finance Authority Lopez Merlo Annual meeting 1st Wednesday in June, 12 p.m. and special meetings as necessary $150 Form 700 Southern California Association of Governments N/A Appointment should be made prior to Annual General Assembly meeting in April or May Form 700 Following annual conference Southeast Community Development Corporation Ybarra This is not a City appointment but listed to show comprehensive outside agency appointments. None Southeast Water Coalition Ybarra Lopez 1st Thursday of even months, 6:30 p.m.$150 Form 700 Vernon Solid Waste Hearing Panel – Up to 3 Councilmembers Public Resources Code Section 44308 Ybarra Lopez Merlo Meet as needed. None Item 15 Page 2 of 4 COUNCIL OUTSIDE AGENCY APPOINTMENTS Outside Agency Appointments Page 2 of 3 California Contract Cities Association To develop and foster public and private partnerships between member cities and the business community in order to provide mutually beneficial resources and services that educate and inform; to create revenue opportunities, long term relationships and a forum to better serve the goals and priorities of the CCCA and its Associate Members. Central Basin Water Association Composed of water rights holders in the West Coast Basin. CBWA membership includes municipalities and private owners. This Association provides a forum to members to discuss current water rights issues and policies. City Selection Committee (Mayor) Each city appoints an elected official (usually the Mayor) as a delegate. Their duties are to appoint City representatives to such Boards, Commissions and Agencies (i.e. LAFCO, South Coast Air Quality Management District, Los Angeles County Metropolitan Transportation Authority, Los Angeles County Hazardous Waste Management Advisory Committee; and to nominate for appointment Members to the California Coastal Commission). Los Angeles County Sanitation Districts Its mission is to protect public health and the environment through innovative and cost-effective wastewater and solid waste management, and in doing so convert waste into resources such as recycled water, energy, and recycled materials. Pursuant to Health and Safety Code, Section 4730, the presiding officer of the City is the designated member of the Board of Directors for this District and requires the selection of an alternate. District #1 (Mayor) – Bell, Compton, Cudahy, Huntington Park, Long Beach, Los Angeles, Lynwood, Maywood, Paramount, South Gate, Vernon, Los Angeles County District #2 (Mayor) – Alhambra, Artesia, Bell, Bellflower, Bell Gardens, Cerritos, Compton, Downey, Long Beach, Los Angeles, Montebello, Monterey Park, Norwalk, Paramount, Pico Rivera, San Gabriel, South Gate, Vernon, Whittier, Los Angeles County District #23 – Vernon Gateway Cities Council of Governments For the purpose of engaging in regional and cooperative planning and coordination of government services and responsibilities to assist its members in the conduct of their affairs for the collective benefit of cities in the Southeast Los Angeles County area. Greater Los Angeles County Vector Control District The Greater Los Angeles County Vector Control District provides property inspections on a case-by-case basis to help identify the source of mosquito problems. Membership includes 37 members (36 city representatives and one LA County representative). Independent Cities Association Focuses on education, legislative advocacy, intergovernmental relationships and other major issues that transcend the boundaries of its member cities. ICA holds two annual seminars bringing together city council members, other city officials and business partners for the purpose of being better informed and to share relevant experiences. The Winter Seminar addresses public safety and the Summer Seminar focuses on contemporary issues Independent Cities Finance Authority Joint Powers Agreement with several cities for the purpose of providing low-cost sources of financing for the acquisition, construction, installation, and/or equipping of public capital improvements. Southern California Association of Governments Nation's largest metropolitan planning organization, undertakes a variety of planning and policy initiatives to encourage a more sustainable Southern California now and in the future. Item 15 Page 3 of 4 COUNCIL OUTSIDE AGENCY APPOINTMENTS Outside Agency Appointments Page 3 of 3 Southeast Community Development Corporation Appointments to SCDC are made by the Corporation. Promote community health, education, and safety, provide economic development, and to improve the standard of living for residents of southeast Los Angeles County. Southeast Water Coalition Formed to improve and protect the quantity and quality of the regional water supply. SEWC's mission is to prevent the contamination of the Central Groundwater Basin from migrating contaminated groundwater and to encourage good governance of water policies to ensure the availability of reliable, quality, and affordable water. SEWC's water purveyors service a population of 670,000 in a service area of 93+ square miles. The Board of Directors consists of one representative (normally a Councilmember) from each member city. The Administrative Entity acts as a steering committee consisting of one Public Works type staff member from each member city plus three non-voting (advisory) members from the Central Basin Watermaster, Golden State Water Company, and California Water Service (two private utilities serving several member cities). Vernon Solid Waste Hearing Panel The Vernon Health and Environmental Control Department serves as the Local Enforcement Agency for Solid Waste Facilities in the City of Vernon. The hearing panel is available to convene and provide resolution to solid waste related issues that may arise from within the local enforcement agency’s purview. Pursuant to Section 44308 of the Public Resources Code, the City Council may appoint three of its members to serve. Item 15 Page 4 of 4