Loading...
20150721 Regular City Council Meeting - Packet California Public Records Act ("PRA"): In compliance with the PRA, the documents pertaining to agenda items, including attachments, which are presented to the City Council in open session are available for public inspection. They may be inspected during regular business hours in the Office of the City Clerk at Vernon City Hall, 4305 Santa Fe Avenue; Vernon, California 90058, no appointment necessary, and on the City's website at www.cityofvemon.org. Americans with Disabilities Act ("ADA"): In compliance with the ADA, if you need special assistance to participate in the meeting, please contact the Office of the City Clerk at (323) 583-8811. Notification of at least 48 hours prior to the meeting or time when services are needed will assist the City staff in assuring that reasonable arrangements can be made to provide accessibility to the meeting or service. Agenda City of Vernon Regular City Council Meeting �F,YE�,�, Tuesday, July 21, 2015, 9:00 a.m. Council Chamber 4305 Santa Fe Avenue y Vernon, California W. Michael McCormick, Mayor arVXLY irs9v William J. Davis,Mayor Pro-Tem Luz Martinez, Council Member Melissa Ybarra, Council Member Yvette Woodruff-Perez, Council Member CALL TO ORDER& FLAG SALUTE CHANGES TO THE 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. Personnel Matters - Service Pin Awards. June 2015 Anniversary Employee Name Job Title Years Martin Sanchez Street Maintenance Worker 30 2. California Highway Patrol 1110851" Grand Theft Auto Recovery Award. Regular City Council Meeting Agenda July 21, 2015 3. Update on the I-710 Freeway Maior Investment Study. 4. Update of Current Development Proiects in the City. CONSENT CALENDAR - All matters listed on the Consent Calendar are to be approved with one motion. Items may be removed from the Consent Calendar by any member of the Council. Those items removed will be considered immediately after the Consent Calendar. Claims Against the City—Received and Filed 5. None Minutes—To be Received and Filed 6. Minutes of the Regular City Council Meeting held June 16, 2015. 7. Minutes of the Regular City Council Meeting held July 7, 2015. Warrant Registers 8. Ratification of City Warrant Register No. 1427 to record voided Check No. 347913 in the amount of$1,112.67. 9. Ratification of Light&Power Warrant Register No.392 to record voided Check No.511473 in the amount of$500.00. 10. Approval of City Payroll Warrant Register No. 709, totaling $2,680,161.99, which covers the period of June 1 through June 30, 2015, and consists of the following: A. Ratification of direct deposits, checks and taxes totaling $1,917,448.24; and B. Checks and electronic funds transfers paid through General bank account totaling $762,713.75. 11. Approval of City Warrant Register No. 1428, totaling $1,528,651.14, which covers the period of June 30, through July 13, 2015, and consists of the following: A. Ratification of wire transfers totaling $1,080,305.72; and B. Ratification of the issuance of early checks totaling $271,148.43; and C. Authorization to issue pending checks totaling $177,196.99. 12. Approval of Light & Power Warrant Register No. 393, totaling $1,162,091.93, which covers the period of June 30,through July 13, 2015, and consists of the following: A. Ratification of wire transfers totaling $1,057,003.89; and Page 2 of 9 Regular City Council Meeting Agenda July 21, 2015 B. Ratification of the issuance of early checks totaling $55,211.40; and C. Authorization to issue pending checks totaling $49,876.64. 13. Approval of Gas Warrant Register No. 181, totaling $421,357.32,which covers the period of June 30,through July 13, 2015, and consists of the following: A. Ratification of wire transfers totaling$419,372.50; and B. Ratification of the issuance of early checks totaling$1,984.82. City Administration Department 14. A Proclamation of the Mayor and the City Council of the City of Vernon declaring the Month of September 2015 as "Childhood Cancer Awareness Month" 15. Report on Contracts Exempt from Competitive Selection by the City Administrator. Recommendation: A. Find Receive and file this report as it is being provided for informational purposes only pursuant to Section 2.17.12(B)(3) of the Vernon Municipal Code. 16. Council Conference Attendance Report to the Independent Cities Association 55' Annual Summer Seminar. Recommendation A. Receive and file the Council Conference Attendance Report. Fire Department 17. Activity Report for the period of June 16 through June 30, 2015, to be received and filed. Health and Environmental Control Department 18. June 2015 Monthly Report, to be received and filed. 19. Receipt and Review of the Annual City of Vernon Jail Inspection Report to the California Board of Corrections. Recommendation: A. Find the submittal and review of the subject documents is exempt under the California Environmental Quality Act ("CEQA") in accordance with section 15061(b)(3), the general rule that CEQA only applies to projects that may have an effect on the environment; and B. Receive and File the 2015 Annual City of Vernon Jail Inspection Report. Page 3 of 9 Regular City Council Meeting Agenda July 21, 2015 Police Department 20. Activity Log and Statistical Summary of Arrests and Activities for the period of June 16, through June 30, 2015, to be received and filed. NEW BUSINESS City Administration Department 21. Approval and Authorization of a Local Cash Match Commitment Letter with Southern California Association of Governments (SCAG) regarding the Los Angeles River Bikeway Feasibility Study. Recommendation: A. Find that the recommended actions are exempt from the California Environmental Quality Act ("CEQA"),because(a)approval of the Local Cash Match Commitment Letter is not an"approval" as defined by Section 15352 due to its conditional nature; and(b)the City of Vernon is neither the "lead agency" as defined in Sections 15051 and 15367 nor a "responsible agency" as defined in Section 15381. Moreover, the actions recommended are statutorily exempt from CEQA review under CEQA Guidelines Section 15262, because it only involves a feasibility study for possible future actions which the City of Vernon has not approved, adopted, or funded; and B. Approve and Authorize the City Administrator to execute the Local Cash Match Commitment Letter with SCAG. City Attorney Department 22. Approval of an Amendment No. 1 to the Attorney Services Agreement between the City of Vernon and Liebert Cassidy Whitmore to provide personnel and labor law attorney services. Recommendation: A. Find that approval of the proposed Attorney Services Agreement with Liebert Cassidy Whitmore is exempt under the California Environmental Quality Act ("CEQA") in accordance with CEQA Guidelines section 15061(b)(3),the general rule that CEQA only applies to projects that may have an effect on the environment; and B. Authorize the City Administrator to enter into an Amendment No. 1 to the Attorney Services Agreement between the City of Vernon and Liebert Cassidy Whitmore, in substantially the same form as submitted with the staff report, for an additional one-year period in an amount not to exceed $150,000.00. Page 4 of 9 Regular City Council Meeting Agenda July 21, 2015 City Clerk Department 23. A Resolution of the City Council of the City of Vernon updating City staff members' appointments to various external agencies and/or committees. Recommendation: A. Find that approval of the proposed Resolution updating Staff s appointments does not constitute a "project" pursuant to section 15378(b)(2) of the Guidelines to the California Environmental Quality Act ("CEQA"), because it constitutes an administrative activity; and even if the adoption of the proposed resolution did constitute a project, it would be exempt from CEQA in accordance with Section 15061(b)(3), the general rule that CEQA only applies to projects that may have an effect on the environment; and B. Appoint Staff as delegate(s) and alternate(s) to the following boards of various agencies and/or committees as follows; and 1. Gateway Region Integrated Water Management Joint Power Authority also known as Gateway Water Management Authority Policy Board. Appoint Director of Public Works, Water and Development Services as the delegate; and appoint as alternates,Public Works and Water Superintendent and Stormwater and Special Projects Analyst. Previous appointment at the October 2, 2007 City Council Meeting: Kevin Wilson as the delegate; and Scott Rigg and Woody Natsuhara as the alternates. 2. Southern California Public Power Authority. Appoint Director of Gas and Electric as the delegate;and appoint as alternates the Electrical Resources Planning& Development Manager and the Utilities Compliance Manager. Previous appointment, pursuant to Resolution No. 9845: Donal O'Callaghan as the delegate; Abraham Alemu as the alternate. 3. LA-RIGS Authority. Appoint City Administrator as the delegate, with the authorization to designate a proxy to vote on behalf of the City. Previous appointment,pursuant to Resolution No. 9883: Eric Fresch as the delegate; Steve Towles through letters dated March 30, 2009 and May 11, 2009 appointed as proxy. C. Adopt a Resolution of the City Council of the City of Vernon designating and appointing its representatives and alternates to the various boards of the above referenced agencies to represent the City of Vernon. Page 5 of 9 Regular City Council Meeting Agenda July 21, 2015 Fire Department 24. Approval to Lease Two (2) 2016 Pierce PUC Triple Combination Pumpers for the Fire Department. Recommendation: A. Find that approval of the proposed lease is exempt under the California Environmental Quality Act ("CEQA"), because the proposed action is an administrative 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. Furthermore, even if it were a project, this action would be exempt from CEQA review pursuant to CEQA Guidelines section 15061(b)(3), the general rule that CEQA only applies to projects that may have an effect on the environment; and B. Approve and authorize the execution of a ten(10)year Lease-Purchase Agreement with Oshkosh Capital in the amount of$1,321,836.49, in substantially the same form as submitted with the staff report,for two(2)2016 Pierce PUC Triple Combination Pumpers for the Fire Department that will replace two current engines that were purchased in 1989 and no longer meet the needs of the department. Gas and Electric Department 25. Approve the Antelope DSR 1 Solar Project—Power Sales Agreement by and between the City of Vernon and the Southern California Public Power Authority. Recommendation: A. Find that approval of the Power Sales Agreement ("Agreement") by and between the City of Vernon ("City") and the Southern California Public Power Authority ("SCPPA") in connection with the Antelope DSR 1 Solar Project is not subject to the California Environmental Quality Act ("CEQA") under Guidelines Section 15061(b)(3), the general rule that CEQA only applies to projects that may have an effect on the environment. Purchasing power is purely a financial transaction, and any construction that may occur by a private party in the future in reliance on this approval would be subject to CEQA review by another governmental agency at the time when actual details of any physical proposal would be more than speculative; and B. Approve and authorize the Director of Gas and Electric to execute the Agreement by and between the City and the SCPPA, in substantially the same form as attached to the staff report, for the purpose of purchasing solar power with associated green attributes in compliance with the Renewable Resources Procurement Plan and Enforcement Program in force at the City. The terms include the purchase of 25 megawatts of solar power for a term of 20 years beginning with the project commercial operation date; and C. Approve and authorize the Director of Gas and Electric to execute the Purchase Option Agreement and the Storage Option Agreement ("Option Agreements") by and between the City of Vernon and SCPPA in substantially the same form as attached to the staff report; and D. Find that approval of the power sales agreement and the option agreements comply with the competitive bidding requirements of the Vernon Municipal Code in that: (a) Vernon Municipal Page 6 of 9 Regular City Council Meeting Agenda July 21, 2015 Code § 2.17.12(A)(6)exempts these contracts from the competitive bidding requirements because each is categorized as a"contract for the acquisition, sale or transmission of electrical power"; and (b)these contracts are between SCPPA(a joint powers agency)and Vernon,and Vernon Municipal Code 2.17.12(A)(5) exempts these contracts and all other "contracts with other governmental entities or their contractors for labor, materials or supplies". Further, find that approval of these contracts is consistent with the purposes of the City's purchasing regulations because SCPPA conducted a competitive process and received several proposals, of which, the Antelope DSR 1 Solar Project was the lowest priced project for projects under 100 megawatts, and the project is scheduled to begin commercial operation in third quarter of 2016. Human Resources Department 26. Adoption of City of Vernon Personnel Policies and Procedures, Hours of Work II-4 (new) and Personnel Records and General Personnel Files III-2 (new). Recommendation: A. Find that approval of the proposed personnel policy and procedures is exempt under the California Environmental Quality Act ("CEQA") in accordance with Section 15061(b)(3), the general rule that CEQA only applies to projects that may have a significant effect on the environment; and B. Adopt the Personnel Policy and Procedures, Hours of Work II-4 (new), Personnel Records and General Personnel Files 111-2 (new) and incorporate into the Personnel Policies and Procedures Manual; and C. Authorize the City Administrator and the Director of Human Resources to execute and distribute the above-referenced policies to all employees. ORDINANCES 27. Ordinance No. 1230- An Ordinance of the City Council of the City of Vernon amending section 2.123(a) Of Article XVII of Chapter 2 of the Vernon Municipal Code relating to the Vernon Housing Commission. (second reading) Recommendation: A. Find that the recommended actions are exempt from the California Environmental Quality Act ("CEQA") in accordance with Section 15061(b)(3), the general rule that CEQA only applies to projects that may have an effect on the environment; and B. Adopt the Ordinance to amend Section 2.123(a) of the Vernon Municipal Code to establish Commission Member terms to run from July 1 through June 30, effective July 1, 2019 for four of the seven seats, and effective July 1, 2021 for the three remaining seats; and C. Include uncodified sections to establish the following upcoming terms in order to fully effectuate the July 1 through June 30 terms: Page 7 of 9 Regular City Council Meeting Agenda July 21, 2015 Appointing Category Term Resident/Council Member August 11, 2017—June 30, 2021 Resident No. 1 August 11, 2017—June 30, 2021 Resident No. 2 August 11, 2015 —June 30, 2019 Business Representative No. 1 August 11, 2015 —June 30, 2019 Business Representative No. 2 August 11, 2017—June 30, 2021 Business Representative No. 3 August 11, 2015 —June 30, 2019 Employee of Vernon Business ugust 11, 2015 —June 30, 2019 DISCUSSION ITEM AND POSSIBLE DIRECTIVES TO STAFF 28. Discussion of Proposed Elimination of Priority for First Responders in Leasing City-Owned Housing. Recommendation: A. Hold a discussion regarding the joint recommendation made by the Housing Commission and City staff to eliminate the priority for first responders in leasing City-owned housing. B. If the City Council concurs with the aforementioned recommendation, direct staff to prepare an ordinance to amend Section 2.125(b) of the Vernon Municipal Code to remove the first responder leasing priority, effective at 5:01 p.m. on December 8, 2015. ORAL REPORTS 29. City Administrator Reports — brief reports on activities and other brief announcements by the City Administrator and Department Heads. 30. City Council Reports—brief report on activities, announcements, or directives to staff. CLOSED SESSION 31. CONFERENCE WITH LEGAL COUNSEL—ANTICIPATED LITIGATION Significant Exposure to Litigation. Government Code Section 54956.9(d)(2) & (4) Number of potential cases: 1 The City is a real party in interest in litigation likely to be brought by certain environmental groups to challenge a final order of the State Water Board in connection with a municipal storm sewer system permit order. Pursuant to state law, the environmental groups have until July 27, 2015 to initiate the litigation to challenge the administrative body's final order. Page 8 of 9 Regular City Council Meeting Agenda July 21, 2015 32. CONFERENCE WITH REAL ESTATE NEGOTIATIONS Government Code Section 54956.8 Property: 3200 Fruitland Ave Vernon, CA Agency Negotiator: Mark Whitworth, City Administrator/Alex Kung Economic Development Manager Negotiating Party: 3200 Fruitland GAP, LLC,Xebec Under Negotiation: Price and Terms of Assignment and Assumption of Purchase and Sale Agreement 33. CONFERENCE WITH REAL ESTATE NEGOTIATIONS Government Code Section 54956.8 Property: 3200 Fruitland Ave Vernon, CA Agency Negotiator: Mark Whitworth, City Administrator/Alex Kung Economic Development Manager Negotiating Party: PI Fruitland, LLC Under Negotiation: Price and Terms of Assignment and Assumption of Purchase and Sale Agreement ADJOURNMENT I hereby certify under penalty of perjury under the laws of the State of California, that the foregoing agenda was posted on the bulletin board at the main entrance of the City of Vernon City Hall,located at 4305 Santa Fe Avenue, Vernon, California, and on the City's website,not less than 72 hours prior to the meeting set forth on this agenda. Dated this 16th day of July 2015. By: Maria E. Ayala City Clerk Page 9 of 9 vv RECEIVED 4 R F Pt 17 VA. 7 D GT } JUL 0 6 1015 JUL 0 9 2015 STAFF REPORT CITY ADMINISTRATION CITY CLEKK{ S OFFICEHUMAN RESOURCES DEPARTMENT DATE: July 21,2015 TO: Honorable Mayor and City Council FROM: Teresa McAllister, Director of Human Resources DcpartmenL�o Originator: Veronica Avendano,Administrative Secretary RE: Service Pin Awards for June 2015 Recommendation A. City Council to present service pins to those employees hired in June. Background Submitted herewith lists the employees who are eligible to receive their service pin based on the number of service years with the City of Vernon. Fiscal Impact None. Attachment(s) 1. June 2015 Service Pin employee list. Page 1 of 1 i CI] WO x � A c� W a E� H a� � o G z w u w r' z N W Q � w � w A 0 V_ 7 W � z xw w W r � o N a+ W z Vv .rM.R 4 T 1p RECEIVED RECEIVED JUL fl 9 2015 STAFF REPORT JUL 0 6 2015 CITY CLERK'S OFFICE VERNON POLICE DEPARTMENT CITY ADMINISTRATION DATE: July 21, 2015 TO: Honorable Mayor and Council Members FROM: Daniel Calleros, Chief of Police X' RE: 10851 Grand Theft Auto Award Presentation Recommendation The Vernon Police Department (VPD) in conjunction with a representative from the California Highway Patrol (CHP)will conduct an award presentation for the recipient of the CHP "10851" Grand Theft Auto Recovery Award. Background The "10851" Grand Theft Auto Award is named after the California Vehicle Code section relating to the theft of motor vehicles. The award is sponsored in collaboration between by the CHP and AAA Insurance, and recognizes police officers throughout California who have keen proactive in recovering stolen vehicles and apprehending criminals specifically involved in auto theft. The 10851 pin is awarded to uniform officers who, during a 12-month period, have achieved any of the following criteria: 1. Made six separate theft recoveries cleared by arrests. 2. Recover twelve (12) stolen vehicles, of which a minimum of three (3) must be cleared by arrests. Vernon Police Officer Fernando Valenzuela has achieved this benchmark once again. This will be his ninth award under this program. Officer Valenzuela is very proactive in auto theft investigations and is a leader in annual auto theft arrests. Very few officers ever receive this award given the specific requirements. Fiscal Impact There is no fiscal impact to the City general budget. Attachment(s) None RECEIVED { . JUL 0 8 2015 JUL 0 9 20 ti5 CITY ADMINISTRATION C1p CLuo QFfICE STAFF REPORT PUBLIC WORKS, WATER & DEVELOPMENT SERVICES DEPARTMENT DATE: July 21,2015 TO: Honorable Mayor and City Council FROM: Samuel Kevin Wilson; Director of Public Works, Water, and Development Services RE: Update on the I-710 Freeway Major Investment Study Discussion Item Members of City Council have expressed an interest in being updated on the I-710 Major Investment Study. A representative from AECOM will give a presentation on the project outlining the proposed improvements through the City of Vernon. After the presentation the City Council may direct the Mayor or staff to submit comments and or input on behalf of the City to Caltrans on the proposed project alternatives. Background The Los Angeles County Metropolitan Transportation Authority (METRO), the State of California Department of Transportation (Caltrans) and the Gateway Council of Governments have been working cooperatively for the past decade on preparing a Major Investment Study for the I-710 freeway. This study looks at alternative improvements to the I-710 to provide sufficient capacity for future traffic. A representative from AECOM, the lead engineering firm on the project, will provide an update on the project. Once a set of final alternatives are selected an Environmental Impact Report(EIR) will be prepared to determine potential impacts the project may have on neighboring communities, including impacts on air quality, water quality, traffic, noise, vibration and aesthetics. Attachment(s) 1. None. Page IofI v RECEIVED RE0F1VF-- D JUL 082015 JUL -0 9 ZG15 LK CT '{ CITY ADMINISTRATION CITY CL6,6"S OFFICE STAFF REPORT PUBLIC WORKS, WATER & DEVELOPMENT SERVICES DEPARTMENT DATE: July 21,2015 TO: Honorable Mayor and City Council FROM: Samuel Kevin Wilson 1 Director of Public Works, Water, and Development Services RE: Update of Current Development Projects in the City of Vernon Discussion Item Members of City Council have expressed an interest in being advised of new development projects taking place in the City of Vernon. An oral Report will be given by the Director of Public Works, Water and Development Services on the current status of development projects within the City. Background City staff has been working with a number of developers that are proposing to construct new buildings within the City. City staff proposes to give the City Council an update on the projects currently proposed. These projects are in various stages of development and range from the concept stage to projects that have recently been completed. Below is a snap shot of projects under some stage of development at this point in time: 5000 Pacific Boulevard(Whole Foods) 5592 Santa Fe Avenue(Commercial Facility) 5119 District Boulevard (Pacific District Center) 3200 Slauson Avenue (Alcoa Crossing Business Center) 5001 Soto Street 4700 Alcoa Avenue(Bon Appetit) 4490 Ayers Avenue 4620 Seville Avenue 3270 Washington Boulevard 3200 Fruitland Avenue(rPlanet Earth—Recycling facility) 5370 Boyle Avenue 1810 25`h Street(Commercial/Retail Center) 3305 Bandini Boulevard(Nature's Produce) 3480 26`' Street Page 1 of 2 2910 Ross Street(Moriah Trading, Inc.) Attachment(s) 1. None. Page 2 of 2 MINUTES OF THE REGULAR CITY COUNCIL MEETING OF THE CITY OF VERNON HELD TUESDAY, JUNE 16, 2015, IN THE COUNCIL CHAMBER OF THE CITY HALL LOCATED AT 4305 SANTA FE AVENUE, VERNON, CALIFORNIA MEMBERS PRESENT: McCormick, Davis, Martinez, Ybarra, and Woodruff-Perez MEMBERS ABSENT: None The meeting was called to order at 9:00 a.m. by Mayor McCormick. Fire Chief Michael Wilson led the flag salute. CHANGES TO THE AGENDA Mayor McCormick announced there were no changes to the agenda. PUBLIC COMMENT Mayor McCormick announced that this was the time allotted for public comment, and inquired whether anyone in the audience wished to address the City Council. The public will also be given an opportunity to comment on matters on the posted agenda during Council deliberation. No public comment provided. PRESENTATIONS 1. Personnel Matters - Service Pin Awards. May 2015 Anniversary Employee Name Job Title Years 1. Jose Zermeno Street Maintenance Worker 10 2. Marisela Martinez Purchasing Assistant 15 Director of Human Resources Teresa McAllister reported on the item; no recognized employees were in attendance. 2. Update of Eco Rapid Transit/West Santa Ana Branch Transit Corridor. Director of Public Works Water and Development Services Kevin Wilson conducted the presentation. PUBLIC HEARING 3. Public Hearing on the adoption of the City of Vernon Fiscal Year 2015-16 State Appropriation Limit, following Article XIIIB of the State Constitution (often referred to as the Gann Limit). Resolution No. 2015-35 -A Resolution of the City Council of the City of Vernon adopting an Appropriation Limit for the 2015-2016 fiscal year, pursuant to Government Code Section 7910. Recommendation upon conclusion of the Public Hearing: A. Find that adoption of the proposed Fiscal Year 2015-2016 Appropriation Limit is exempt under the California Environmental Quality Act (CEQA) in accordance with Section 15061(b)(3), the general rule that CEQA only applies to projects that may have an effect on the environment; and B. Adopt a resolution of the City Council of the City of Vernon Adopting an Appropriation Limit for the 2015-2016 Fiscal Year,Pursuant to Government Code Regular City Council Meeting Minutes June 16, 2015 Section 7910, (establishing the City's Appropriation Limit for the Fiscal Year 2015-2016 in the amount of$1,032,001,666 based on the percentage growth in the State Per Capita Personal Income and County Population). Mayor McCormick read the title of the resolution, and opened the public hearing at approximately 9:25 a.m. Finance Director William Fox provided an oral report on the resolution. No public comment was provided. Mayor McCormick closed the public hearing at approximately 9:29 a.m. It was moved by Davis and seconded by Martinez to approve Resolution No. 2015-35. Motion carried, 5-0. 4. Public Hearing on the approval of a Variance Application for Alcoa Bel Air, LLC located at 4700 Alcoa Avenue. Resolution No. 2015-36 - A Resolution of the City Council of the City of Vernon approving a variance to Alcoa Bel Air,LLC from Section 26.5.1-6(d) of the Vernon City Code, for the property located at 4700 Alcoa Avenue Recommendation upon conclusion of the Public Hearing: A. Find that approval of the proposed variance is categorically exempt under the California Environmental Quality Act (CEQA) in accordance with Class 32, Section 15332, "In-Fill Development Projects," because: (i) the Project is consistent with the City's General Plan and zoning regulations, (ii) the proposed development occurs within City limits on a project site of no more than five acres substantially surrounded by urban uses, (iii)the Project site has no value, as habitat for any endangered, rare or threatened species, (iv) approval of the Project would not result in any significant effects relating to traffic, noise, air quality, or water quality; and(v)the site can be adequately served by all required utilities and public services; and B. Adopt a Resolution of the City Council of the City of Vernon approving a variance to Alcoa Bel Air, LLC from Section 26.5.1-6(d) of the Vernon City Code, for the property located at 4700 Alcoa Avenue. Mayor McCormick read the title of the resolution and opened the public hearing at approximately 9:30 a.m. Director of Public Works,Water and Development Services Kevin Wilson provided a PowerPoint presentation on the proposed construction of the site. Mayor Pro-Tem Davis inquired as to whether or not any response was received on this via mail or otherwise? Mr. Wilson responded that no public input was received on this matter. No public comment was provided. Mayor McCormick closed the public hearing at approximately 9:38 a.m. It was moved by Ybarra and seconded by Martinez to approve Resolution No. 2015-36. Motion carried, 5-0. 5. Public Hearing on the approval of a Conditional Use Permit and Variance for Core Investments,LLC located at 5592 Santa Fe Avenue. Page 2 of 14 Regular City Council Meeting Minutes June 16, 2015 Resolution No. 2015-37-A Resolution of the City Council of the City of Vernon approving a conditional use permit and variance for Core Investments, LLC to construct and operate a commercial facility located at 5592 Santa Fe Avenue Recommendation upon conclusion of the Public Hearing: A. Find that approval of the Conditional Use Permit and variance proposed in this staff report is exempt under the California Environmental Quality Act (CEQA) in accordance with Class 32, Section 15332,"In-Fill Development Projects,"because: (i)the Project is consistent with the City's General Plan and zoning regulations, (ii) the proposed development occurs within City limits on a project site of no more than five acres substantially surrounded by urban uses, (iii) the Project site has no value, as habitat for any endangered,rare or threatened species, (iv)approval of the Project would not result in any significant effects relating to traffic, noise, air quality, or water quality; and (v) the site can be adequately served by all required utilities and public services. Therefore,the Project complies with the findings listed above and may be considered exempt from the California Environmental Quality Act under Section 15332 of the CEQA Implementation Guidelines; and B. Adopt a Resolution of the City Council of the City of Vernon Approving a Conditional Use Permit and Variance for Core Investments, LLC to Construct and Operate a Commercial Facility Located at 5592 Santa Fe Avenue. Mayor McCormick read the title of the resolution and opened the public hearing at approximately 9:39 a.m. a.m. Mr. Wilson provided a PowerPoint presentation, and answered questions from the Council regarding: curb requirements, community response, etc. No public comment was provided. Mayor McCormick closed the public hearing at approximately 9:51 a.m. It was moved by Ybarra and seconded by Martinez to approve Resolution No. 2015-37. Motion carried, 5-0. CONSENT CALENDAR Independent Reform Monitor John Van de Kamp inquired about Agenda Item No. 17,2014 Traffic Collisions Review, and how the report's data is used. Mr. Wilson and Police Chief Calleros responded. It was moved by Davis and seconded by Woodruff-Perez to approve all matters listed under the Consent Calendar under one motion as presented. Motion carried, 5-0. Claims Against the City—Received and Filed 6. None Minutes—To be Received and Filed 7. Minutes of the Regular City Council Meeting held May 19, 2015. 8. Minutes of the Regular City Council Meeting held June 2, 2015. Warrant Registers 9. Approval of City Payroll Warrant Register No. 708, totaling $2,823,369.58, which covers the period of May 1 through May 31, 2015, and consists of the following: A. Ratification of direct deposits, checks and taxes totaling $2,027,903.11; and Page 3 of 14 Regular City Council Meeting Minutes June 16, 2015 B. Checks and electronic funds transfers paid through General bank account totaling $795,466.47. 10. Approval of City Warrant Register No. 1426,totaling$739,141.26,which covers the period of May 26 through June 8, 2015, and consists of the following: A. Ratification of wire transfers totaling $388,181.10; and B. Ratification of the issuance of early checks totaling $131,733.89; and C. Authorization to issue pending checks totaling $219,226.27. 11. Approval of Light&Power Warrant Register No.391,totaling$3,121,347.12,which covers the period of May 26 through June 8, 2015, and consists of the following: A. Ratification of wire transfers totaling $2,896,630.03; and B. Ratification of the issuance of early checks totaling $111,382.78; and C. Authorization to issue pending checks totaling $113,334.31. 12. Approval of Gas Warrant Register No. 179, totaling $554,822.82,which covers the period of May 26 through June 8, 2015, and consists of the following: A. Ratification of wire transfers totaling $518,663.15; and B. Ratification of the issuance of early checks totaling $24,538.68; and C. Authorization to issue pending checks totaling $11,620.99. City Administration Department 13. Report on Docket III Grants Awarded by Vernon CommUNITY Fund Grant Committee. Recommendation: A. Receive and file the report as it is being provided for information purposes only pursuant to section 2.167(e) of the Vernon Municipal Code. Fire Department 14. Activity Report for the period of May 16 through May 31, 2015, to be received and filed. Health and Environmental Control Department 15. May 2015 Monthly Report, to be received and filed. Police Department 16. Activity Log and Statistical Summary of Arrests and Activities for the period of May 16, through May 31, 2015,to be received and filed. Public Works,Water and Development Services Department 17. Receive and file the City of Vernon 2014 Traffic Collisions Review. Page 4 of 14 Regular City Council Meeting Minutes June 16, 2015 Recommendation: A. Find that the acceptance of the 2014 Traffic Collisions Review is categorically exempt under the California Environmental Quality Act (CEQA) in accordance with Section 15306 (Class 6) which consists of basic data collection, research, experimental management and resource evaluation activities which do not result in a serious or major disturbance to an environmental resource; and B. Receive and file the City of Vernon 2014 Traffic Collisions Review. NEW BUSINESS City Administration Department 18. Resolution No. 2015-38 - A Resolution of the City Council of the City of Vernon adopting an amended and restated Citywide Fringe Benefits and Salary Resolution in accordance with Government Code Section 20636(b)(1) and repealing all resolutions in conflict therewith. Recommendation: A. Find that approval of the proposed resolution is exempt under the California Environmental Quality Act("CEQA")in accordance with Section 15061(b)(3),the general rule that CEQA only applies to projects that may have a significant effect on the environment; and B. Adopt the resolution amending and restating the Citywide Fringe Benefits and Salary Resolution, effective June 28, 2015, to reflect the following provisions: 1) Amend Exhibit A, Classification and Compensation Plan, as follows: a) In accordance with City Council adoption of the fiscal year 2015-2016 budget on June 2, 2015, revise or add the following job classifications with the corresponding salary ranges: ■ Add Assistant Fire Marshall (M29 - $7,221 - $8,778 — Management Group) ■ Add Industrial Development Director (E39 - $11,762 - $14,297— Executive Group) ■ Change salary grade for Utilities Customer Service Supervisor to (M26 - $6,238 - $7,582—Management Group) ■ Add Police Community Services Officer(G16 - $3,830 - $4,655 — Teamsters Group) ■ Add Administrative Fire Battalion Chief salary range (FA38 - $11,203 - $13,616 - Fire Management Group) b) In accordance with Citywide succession planning efforts, add the following unfunded job classifications with the corresponding salary ranges to create future career development paths within the respective job series: ■ Add Building Inspector(G25 -$5,940-$7,221-Teamsters Group) ■ Add Senior Electrical Inspector(G27-$6,550-$7,962-Teamsters Group) ■ Add Senior Plumbing and Mechanical Inspector (G27 - $6,550 - $7,962—Teamsters Group) c) Add salary range C17 for the Senior Administrative Assistant (Confidential) classification, which is the same as the salary range for the Senior Administrative Assistant classification ($4,021 - $4,887 per month). Page 5 of 14 Regular City Council Meeting Minutes June 16, 2015 d) Correct Step 4 of Police Dispatcher Lead to $5,388 per month and add salary range FA31 ($7,962 - $9,677) for forty(40) hour work schedule of an Administrative Fire Captain. e) Implement the changes set forth in the various Memoranda of Understanding between the City of Vernon and the respective employee organizations. 2) Amend Section 7, Sick Leave, to include part-time and temporary sick leave accruals. 3) Amend Section 11, Automobile Allowance and Reimbursement for Expenses, to add the Industrial Development Director and Administrative Fire Battalion Chief to the list of classifications eligible for Automobile Allowance. Director of Human Resources Teresa McAllister presented this item and addressed questions by the Council on the Director position and what type of staff would be in the department. It was moved by Martinez and seconded by McCormick to approve Resolution No. 2015-38. Motion carried, 5-0. 19. Resolution No. 2015-39 - A Resolution of the City Council of the City of Vernon approving the Amendment No. 1 to the Memorandum of Understanding by and between the City of Vernon and the Vernon Police Officers' Benefit Association for the period of July 1, 2014 through June 30, 2017. Recommendation: A. Find that approval of the proposed Amendment No. 1 to the Vernon Police Officers Benefit Association 2014-2017 Memorandum Of Understanding to Add Police Corporal Lead Premium Pay is exempt under the California Environmental Quality Act("CEQA")in accordance with Section 15061(b)(3),the general rule that CEQA only applies to projects that may have an effect on the environment; and B. Adopt a resolution of the City Council of the City of Vernon approving the Amendment No. 1 to the Memorandum of Understanding by and between the City of Vernon and the Vernon Police Officers' Benefit Association for the period of July 1, 2014 through June 30, 2017 (to add Article Three, Section 13 — Police Corporal Lead Premium Pay); and C. Authorize the City Administrator and Director of Human Resources to execute Amendment No. 1 to the 2014-2017 Memorandum of Understanding between the City of Vernon and employees represented by the City of Vernon Police Officers Benefit Association. Ms. McAllister presented information on this item. It was moved by Ybarra and seconded by Woodruff-Perez to approve Resolution No. 2015-39. Motion carried, 5-0. 20. Resolution No. 2015-40 - A Resolution of the City Council of the City of Vernon approving the Amendment No. 1 to the Memorandum of Understanding by and between the City of Vernon and the Vernon Firemen's Association for the period of July 1, 2014 through June 30, 2016. Recommendation: A. Find that approval of the proposed Amendment No. 1 to the Vernon Firemen's Association 2014-2016 Memorandum of Understanding to add Apparatus, Equipment and Personal Protective Equipment (PPE) Premium Pay is exempt under the California Environmental Quality Act ("CEQA") in accordance with Page 6 of 14 Regular City Council Meeting Minutes June 16, 2015 Section 15061(b)(3), the general rule that CEQA only applies to projects that may have an effect on the environment.; and B. Adopt a resolution of the City Council of the City of Vernon approving the Amendment No. 1 to the Memorandum of Understanding by and between the City of Vernon and the Vernon Firemen's Association for the period of July 1, 2014 through June 30, 2016 (to add Apparatus, Equipment and Personal Protective Equipment(PPE) Premium Pay); and C. Authorize the City Administrator and Director of Human Resources to execute Amendment No. 1 to the 2014-2016 Memorandum of Understanding between the City of Vernon and employees represented by the City of Vernon Firemen's Association. Ms. McAllister presented information on this item. It was moved by Ybarra and seconded by Martinez to approve Resolution No. 2015-40. Motion carried, 5-0. 21. Resolution No. 2015-41 - A Resolution of the City Council of the City of Vernon approving the Amendment No. 1 to the Memorandum of Understanding by and between the City of Vernon and the Vernon Fire Management Association for the period of July 1, 2014 through June 30, 2016. Recommendation: A. Find that approval of the proposed Amendment No. 1 to the Vernon Fire Management Association 2014-2016 Memorandum Of Understanding to Add Administrative Fire Battalion Chief Premium Pay is exempt under the California Environmental Quality Act("CEQA")in accordance with Section 15061(b)(3),the general rule that CEQA only applies to projects that may have an effect on the environment; and B. Adopt a resolution of the City Council of the City of Vernon Approving the Amendment No. 1 to the Memorandum of Understanding by and between the City of Vernon and the Vernon Fire Management Association for the Period of July 1, 2014 through June 30, 2016 (to add Administrative Fire Battalion Chief Premium Pay); and C. Authorize the City Administrator and Director of Human Resources to execute Amendment No. 1 to the 2014-16 Memorandum of Understanding between the City of Vernon and employees represented by the City of Vernon Fire Management Association. Ms. McAllister presented information on this item. It was moved by Ybarra and seconded by Davis to approve Resolution No. 2015-41. Motion carried, 5-0. 22. Authorization to Issue Additional Purchase Orders to Tyler Technologies, Inc. for Fiscal Year 2014-2015. Recommendation: A. Find that the approval of additional Purchase Orders for Tyler Technologies, Inc. is exempt under the California Environmental Quality Act("CEQA")in accordance with Section 15061(b)(3), the general rule that CEQA only applies to projects that may have an effect on the environment; and B. Authorize the issuance of $40,000 in additional Purchase Orders to Tyler Technologies, Inc. in fiscal year 2014-2015 for the following (the issuance of said Page 7 of 14 Regular City Council Meeting Minutes June 16, 2015 Purchase Orders is exempt from competitive bidding and competitive selection under the sole source exemption outlined in Section 2.17.12(A)(2) of the Vernon Municipal Code): 1. Customization needed for the Tyler Cashiering Software used by the Finance Department at a cost not to exceed $10,000; and 2. Customization of reports/forms used by Public Works and Fire Departments at a cost not to exceed$15,000; and 3. Payment of outstanding invoices at a cost of approximately$15,000. Deputy City Administrator Kristen Enomoto presented information on this item. It was moved by Davis and seconded by Ybarra to authorize the issuance of additional purchase orders to Tyler Technologies, Inc. Motion carried, 5-0. 23. Authorization to Issue an Open Purchase Order to Insight Public Sector for Fiscal Year 2014-2015 for the Purchase of Various IT Equipment. Recommendation: A. Find that approval of an open Purchase Order for the purchase of IT related equipment from Insight Public Sector is exempt under the California Environmental Quality Act("CEQA")in accordance with Section 15061(b)(3),the general rule that CEQA only applies to projects that may have an effect on the environment; and B. Authorize the issuance of an open Purchase Order to Insight Public Sector in an amount not to exceed $130,000 for fiscal year 2014-2015 for the purchase of various IT related equipment. Ms. Enomoto presented information on this item. It was moved by Martinez and seconded by Woodruff-Perez to authorize the issuance of an open purchase order to Insight Public Sector. Motion carried, 5-0. Finance Department 24. Resolution No. 2015-42 - A Resolution of the City Council of the City of Vernon adopting an Annual Statement of Investment Policy for fiscal year 2015-2016 and delegating investment authority to the Finance Director/City Treasurer. Recommendation: A. Find that approval of the investment policy for Fiscal Year 2015-2016 is exempt under the California Environmental Quality Act ("CEQA") in accordance with Section 15061(b)(3), the general rule that CEQA only applies to projects that may have a significant effect on the environment; and B. Approve a Resolution of the City Council of the City of Vernon Adopting an Annual Statement of Investment Policy for Fiscal Year 2015-2016 and Delegating Investment Authority to the Finance Director/City Treasurer. Finance Director William Fox presented information and explained the policy on this item. It was moved by Davis and seconded by Martinez to approve Resolution No. 2015-42. Motion carried, 5-0. 25. Resolution No. 2015-43 - A Resolution of the City Council of the City of Vernon authorizing and approving the issuance of electric system revenue bonds; approving the supplemental indenture of trust pursuant to which such bonds are to be issued; approving a disclosure document, a contract of purchase, a continuing disclosure Page 8 of 14 Regular City Council Meeting Minutes June 16, 2015 agreement and other documents in connection with such bonds; and authorizing certain other matters relating thereto. Recommendation: A. Find that approval of the resolution to issue 2015 Electric System Revenue Bonds is exempt under the California Environmental Quality Act("CEQA")in accordance with Sections 15060(c)(3), 15378(b)(4), and 15378(b)(5) because the activity approved by the Resolution relating to the refinancing or funding of previously- approved projects will not result in direct or indirect physical changes in the environment and, therefore, is not a "project," as defined in Section 15378 of the CEQA Guidelines; and B. Approval of a resolution for the issuance of 2015 Electric System Revenue Taxable Series A Bonds in the par amount of$110.3 million to provide funds to (a) refund a portion of the City's outstanding 2009 Series A Electric System Revenue Bonds, (b) finance costs of terminating two existing swap agreements by reimbursement of certain capital improvements from the electric system previously paid from the Light& Power Fund, (c) fund a deposit to the Debt Service Reserve Fund, and(d) pay cost of issuance of the 2015 Series Bonds. The resolution provides for flexibility to accommodate interest rate fluctuations that would impact market conditions. Mr. Fox presented information on this item. Mr. Van de Kamp inquired about: the City's debt service over the following years, and how the information being presented at today's meeting might differ to previously presented information; concerns over the outflow of cash and its future impact on the City. Mr. Fox addressed Mr. Van de Kamp's questions and referred to slides that had been presented at previous meetings. It was moved by Ybarra and seconded by Davis to approve Resolution No. 2015-43. Motion carried, 5-0. Fire Department 26. Resolution No. 2015-44 - A Resolution of the City Council of the City of Vernon approving and adopting an Amended and Restated General Fee Schedule. Recommendation: A. Find that approval of the proposed resolution is exempt under the California Environmental Quality Act("CEQA")in accordance with Section 15061(b)(3),the general rule that CEQA only applies to projects that may have a significant effect on the environment; and B. Adopt a Resolution of the City Council of the City of Vernon Approving and Adopting an Amended and Restated General Fee Schedule. Mike Wilson, Fire Chief, presented information on this item. It was moved by Davis and seconded by Ybarra to approve Resolution No. 2015-44. Motion carried, 5-0. Gas and Electric Department 27. Economic Development Rate Agreement and Amendment to the Interruptible Service Agreement by and between the City of Vernon and Matheson Tri-Gas. Recommendation: A. Find that the Economic Development Rate and the Amendment to the Interruptible Service Agreements by and between the City of Vernon and Page 9 of 14 Regular City Council Meeting Minutes June 16, 2015 Matheson Tri-Gas are exempt under the California Environmental Quality Act (CEQA) in accordance with CEQA Guidelines Section 15061(b)(3), the general rule that CEQA only applies to projects that may have a significant effect on the environment, because the respective agreements do not have an impact; and B. Approve the Economic Development Rate ("EDR") agreement with Matheson Tri-Gas ("Matheson") which will extend the eligibility term for the incentive from five(5)years to ten(10)years with a combined economic development rate discount and voltage discount of up to a total of 25%; and C. Approve an amendment to the Interruptible Service Agreement with Matheson Tri-Gas which states that the kW demand shall be increased, allowing Matheson to be permitted to change the Firm Service Level, and agreeing to their receipt of interruptible service credit in accordance with the applicable TOU-I rate schedule in effect. Electric Resources Planning & Development Manager Abraham Alemu presented information on this item. It was moved by Ybarra and seconded by Martinez to approve the Economic Development Rate Agreement and Amendment to the Interruptible Service Agreement with Matheson Tri-Gas. Motion carried, 5-0. Health and Environmental Control Department 28. Resolution No. 2015-45 - A Resolution of the City Council of the City of Vernon approving and authorizing the execution of an application for the 2015/2016 Used Oil Payment Program. Recommendation: A. Find that granting authority to submit and administer the funding application and related documents at issue constitute administrative activities that do not constitute a "project" under California Environmental Quality Act ("CEQA") Guidelines section 15378, and even if it did constitute a"project,"the submission and administration of this application and related documents is exempt under CEQA Guidelines section 15061(b)(3), the general rule that CEQA only applies to projects that may have a significant effect on the environment; and B. Approve a resolution of the City of Vernon Approving and Authorizing the Execution of an Application for the 2015/2016 Used Oil Payment Program. Director of Health and Environmental Control Leonard Grossberg presented information on this item. It was moved by Davis and seconded by Ybarra to approve Resolution No. 2015-45. Motion carried, 5-0. 29. Approval of License and Support Agreement with Decade Software Company,LLC for Environmental Health Software and Related Services. Recommendation: A. Find that merely making recommendations to the City Council or to City Staff do not constitute actions subject to the California Environmental Quality Act (CEQA), and therefore such actions are exempt pursuant to CEQA Guidelines section 15061 (b)(3), the general rule that CEQA only applies to projects that may have an effect on the environment; and Page 10 of 14 Regular City Council Meeting Minutes June 16, 2015 B. Approve the License and Support Agreement with Decade Software Company, LLC for the term of July 1, 2015 through June 30, 2016, in an amount not to exceed $17,898.00. Mr. Grossberg presented information on this item. It was moved by Ybarra and seconded by Davis to approve the License and Support Agreement with Decade Software Company, LLC. Motion carried, 5-0. Human Resources Department 30. Adoption of City of Vernon Personnel Policies and Procedures: Terms of Employment(I-1) (revised); and Salary Plan Administration II-3 (revised). Recommendation: A. Find that approval of the proposed personnel policy and procedures is exempt under the California Environmental Quality Act ("CEQA") in accordance with Section 15061(b)(3), the general rule that CEQA only applies to projects that may have a significant effect on the environment; and B. Adopt the attached Personnel Policy and Procedures, Terms of Employment I-1 (revised), Salary Plan Administration II-3 (revised) and incorporate it into the Personnel Policies and Procedures Manual; and C. Authorize the City Administrator and the Director of Human Resources to execute and distribute the above-referenced policy to all employees. Ms. McAllister presented information on this item. It was moved by Ybarra and seconded by Martinez to adopt the revised City of Vernon Personnel Policies and Procedures. Motion carried, 5-0. Police Department 31. Approval of Law Enforcement Data Sharing Agreement with Los Angeles Police Department and the Los Angeles County Sheriffs Department. Recommendation: A. Find that the approval of the proposed Memorandum of Agreement ("MOA") is exempt under the California Environmental Quality Act ("CEQA") in accordance with Section 15061(b) (3), the general rule is that CEQA only applies to projects that may have an effect on the environment; and B. Approve the MOA with the Los Angeles Police Department("LAPD")and the Los Angeles County Sheriff's Department("LASD"), and authorize the Police Chief to execute the MOA on behalf of the City, for the purpose of sharing data with LAPD and LASD to support cross jurisdictional analysis of crime and criminal suspects and/or organizations. Daniel Calleros, Police Chief,presented information on this item. It was moved by Davis and seconded by Ybarra to approve the Law Enforcement Data Sharing Agreement with Los Angeles Police Department and Los Angeles County Sheriff's Department. Motion carried, 5-0. Page 11 of 14 Regular City Council Meeting Minutes June 16, 2015 Public Works,Water and Development Services Department 32. Acceptance of Work related to Contract No. CS-0428 — Office Reconfiguration of City Administration,City Attorney,Information Technology and Human Resources Department from Victor Palos Development and Construction. Recommendation: A. Find that the acceptance of work related to the Capital Improvement Project is categorically exempt under the California Environmental Quality Act("CEQA")in accordance with CEQA Guidelines Section 15301, Existing Facilities, part (a), because the project is merely to make interior or exterior alterations involving partitions,plumbing, and electrical conveyances; and B. Accept the work related to City Contract No. CS-0428—Office Reconfiguration of City Administration, City Attorney, Information Technology and Human Resources Department from Victor Palos Development and Construction; and C. Authorize the recording of the Notice of Completion for City Contract No. CS- 0428. Mr. Wilson presented information on this item and addressed questions from the Council. It was moved by Davis and seconded by Martinez to accept the work related to Contract No. CS- 0428. Motion carried, 5-0. 33. Authorize Professional Services Agreement with Santa Fe Building Maintenance for Janitorial Services. Recommendation: A. Find that entering into the proposed contract for Janitorial Services is exempt under the California Environmental Quality Act("CEQA")in accordance with(a) CEQA Guidelines Section 15061 (b)(3), the general rule that CEQA only applies to projects that may have an effect on the environment and(b) Section 15301,because the proposed service involves an existing project with negligible or no expansion of use; and B. Authorize the City Administrator to enter into a Professional Services Agreement with Santa Fe Building Maintenance for Janitorial Services for a three year period at an amount not to exceed$303,948.00. Mr. Wilson presented information on this item. It was moved by Ybarra and seconded by Woodruff-Perez to approve the professional services agreement with Santa Fe Building Maintenance. Motion carried, 5-0. ORDINANCES 34. Ordinance No.1229-An Ordinance of the City Council of the City of Vernon adding Article XVI to Chapter 24 of the Vernon Municipal Code relating to expedited permitting procedures for small residential rooftop solar systems. (second reading) Recommendation: A. Find that the adoption of an ordinance related to an expedited permitting procedure for small residential rooftop solar systems is exempt under the California Environmental Quality Act("CEQA") in accordance with Section 15061(b)(3),the general rule that CEQA only applies to projects that may have a significant effect on the environment; and Page 12 of 14 Regular City Council Meeting Minutes June 16, 2015 B. Adopt Ordinance No. 1229 adding Article XVI to Chapter 24 of the Vernon Municipal Code relating to expedited permitting procedures for small residential rooftop solar systems. Mayor McCormick read the title of the proposed ordinance. Kevin Wilson provided a brief report on the Ordinance. On a motion by Davis and second by Martinez, City Clerk Maria Ayala took a roll call vote as follows: Ayes: McCormick, Davis, Martinez, Ybarra, and Woodruff-Perez Noes: None Abstentions: None Absent: None ORAL REPORTS 35. City Administrator Reports—brief reports on activities and other brief announcements by the City Administrator and Department Heads. Police Chief Daniel Calleros reported on the following: June 2 strong arm robbery; June 4 in- progress auto burglary reported;June 9 invasion of privacy report;June 12 strong arm robbery; and a DUI checkpoint to be conducted over the 4th of July weekend. Police Captain Michael Gillman reported on vandalism as follows: spray painted company trailer and markers used to graffiti buildings. Fire Chief Michael Wilson reported on the following: Cal OSHA investigation to be conducted; Department received the sub recipient agreement for a $300,000 grant to be presented at the next Council meeting; newly hired firefighter expected to start on July 1,with the same recruitment list to be used for future hires in 2016; continuing with survival training and wild land training; and one significant incident of a vehicle fire on June 5 to report. Director of Public Works, Water and Development Services Kevin Wilson reported on the following: in the process of replacing City Hall generator; issuing of a grading permit for 3200 Slauson; construction of 3 buildings on District at the site formerly owned by the City; and the Planning Department continues to receive plan proposals for review. Mayor McCormick asked for a report on current construction projects within the City to be provided for a future Council Meeting. Abraham Alemu, Electric Resources Planning & Development Manager, briefly reported on the L.A. Times article, "California electric bill shock..."and Vernon's rates being depicted as one of the lowest. Finance Director William Fox provided a brief update on the following: complimented the City on the City's Fraud Policy being regarded as one of the policy's being considered as a sample of best practice by other cities; and bond financing status update. Director of Health and Environmental Control Leonard Grossberg provided a brief update on: the procedures of reporting and cleaning a spill; illegal dumping activity in the Atlantic and District vicinity; and announced the Green Vernon Commission will be meeting tomorrow at 3:30 p.m. Director of Human Resources Teresa McAllister reported on the following: over 150 employees attended the Employee Appreciation BBQ; met with the Committee on developing a new Employee Awards program;new applicant tracking system is moving forward;there are continuing recruitments; and staff is working on planning the annual health and welfare program fair. City Clerk Maria Ayala announced that there will be a forthcoming report to Council on the governing bodies that meet on an annual basis. Page 13 of 14 Regular City Council Meeting Minutes June 16, 2015 Senior Advisor to the City Administrator Fred MacFarlane provided an update on: recent L.A. Times visit to the Vernon Village Parking Housing Development; followed up on the recent L.A. Times on utility rates; and that the future grant check presentations will be planned after the Vernon Village Park grand opening. City Deputy Administrator Kristen Enomoto provided an update on the following: staff attending the June 4 AQMD working group meeting, with another meeting to be scheduled on the proposed Rule 415; Mark Whitworth and Alex Kung scheduled to attend the Independent Cities Conference next month. Ms.Enomoto also provided the following report from the recent Vernon Housing Commission: Six of the seven members were in attendance; relayed the Commission's appreciation for considering and moving forward on their recommendation to sell the Huntington Park units; the housing lottery was conducted; development and update to tenant guidelines; giving consideration to discontinuance of the first responder priority for leasing; and that the housing coordinator will be resigning from this position in the near future. 36. City Council Reports—brief report on activities, announcements, or directives to staff. Mayor McCormick thanked the Human Resources Department for the Employee Appreciation BBQ. Mayor Pro Tern Davis wished everybody a happy and safe 4th of July. CLOSED SESSION At 11:27 a.m.the City Council entered into closed session to discuss the following agendized item: 37. CONFERENCE WITH LEGAL COUNSEL -PENDING LITIGATION Government Code Section 54956.9(a) One Case: Former BKK Carson Dump California Department of Toxic Substances Control Docket No. I&SE-RAO 05/06-014 At 11:41 a.m. the City Council exited closed session. Bryan Byun, Deputy City Attorney,reported out from closed session that the Vernon City Council approved the City's action to defend against the environmental action that is set forth in the agenda. With no further business, at 11:42 a.m., Mayor McCormick adjourned the meeting. W. Michael McCormick Mayor ATTEST: Maria E. Ayala City Clerk Page 14 of 14 MINUTES OF THE REGULAR CITY COUNCIL MEETING OF THE CITY OF VERNON HELD TUESDAY, JULY 7, 2015, IN THE COUNCIL CHAMBER OF THE CITY HALL LOCATED AT 4305 SANTA FE AVENUE, VERNON, CALIFORNIA MEMBERS PRESENT: McCormick, Davis, Ybarra, and Woodruff-Perez MEMBERS ABSENT: Martinez The meeting was called to order at 9:00 a.m. by Mayor McCormick. Councilmember Ybarra led the flag salute. CHANGES TO THE AGENDA Mayor McCormick announced there were no changes to the agenda. PUBLIC COMMENT Mayor McCormick announced that this was the time allotted for public comment, and inquired whether anyone in the audience wished to address the City Council. The public will also be given an opportunity to comment on matters on the posted agenda during Council deliberation. Sal Ramirez (Southern California Edison Region Manager) Mr. Ramirez introduced himself as the new representative for the regional area that includes the City of Vernon. Sandra Orozco (Community Member) Ms. Orozco announced an upcoming event, "Wheelchair Wash Day" scheduled to take place on July 26. PRESENTATIONS 1. Swear-In Ceremony for newly hired Firefighter, Raymond De Nijs. Fire Chief Michael Wilson introduced Mr. De Nijs. City Clerk Maria E. Ayala conducted the swearing-in ceremony. Mr. De Nijs was accompanied by his family, and said a few words in gratitude of his new career opportunity. 2. Cyber Security Breach Prevention. Information Technology Manager Ernesto Smith conducted a PowerPoint presentation. Mayor McCormick recessed the meeting at 9:21 a.m. and reconvened the meeting at 9:34 a.m. CONSENT CALENDAR It was moved by Davis and seconded by Ybarra to approve all matters listed under the Consent Calendar under one motion as presented. Motion carried, 4-0. Claims Against the City—Received and Filed 3. Claim for Damages from Juan Juarez received on June 17, 2015, in the amount of S70.00. Warrant Registers 4. Ratification of City Warrant Register No. 1415 to record voided Check No. 346160 in the amount of$389.00. 5. Approval of City Warrant Register No. 1427, totaling$2,152,695.88, which covers the period of,June 9 through June 29, 2015, and consists of the following: Regular City Council Meeting Minutes July 7, 2015 A. Ratification of wire transfers totaling $1,737,806.90; and B. Ratification of the issuance of early checks totaling $290,610.32; and C. Authorization to issue pending checks totaling $124,278.66. 6. Approval of Light& Power Warrant Register No. 392, totaling $6,485,946.43, which covers the period of June 9, through June 29, 2015, and consists of the following: A. Ratification of wire transfers totaling $6,294,945.52; and B. Ratification of the issuance of early checks totaling $135,657.78; and C. Authorization to issue pending checks totaling $55,343.13. 7. Approval of Gas Warrant Register No. 180, totaling $550,695.22,which covers the period of June 9,through June 29, 2015, and consists of the following: A. Ratification of wire transfers totaling $528,611.63; and B. Ratification of the issuance of early checks totaling $11,579.68; and C. Authorization to issue pending checks totaling $10,503.91. 8. Approval of Federal Funds Street Improvements Warrant Register No. 20, totaling $44,384.51,which covers the period of June 9, through June 29, 2015, and consists of the following: A. Ratification of wire transfers totaling$44,384.51. Fire Department 9. Activity Report for the period of June 1 through June 15, 2015, to be received and filed. 10. Approval of a Memorandum of Understanding between the City of Vernon Fire Department and City of Burbank Fire Department. Recommendation: A. Find that approval of the proposed Memorandum of Understanding is exempt under the California Environmental Quality Act ("CEQA") in accordance with Section 15061(b)(3), the general rule that CEQA only applies to projects that may have an effect on the environment.; and B. Authorize the Fire Chief to execute the existing Memorandum of Understanding ("MOU") between the City of Vernon Fire Department and the City of Burbank Fire Department for the transfer of grant-funded Ballistic Helmets. Police Department 11. Activity Log and Statistical Summary of Arrests and Activities for the period of June 1, through June 16, 2015, to be received and filed. Public Works,Water and Development Services Department 12. March 2015 Monthly Building Department Report, to be received and filed. 13. April 2015 Monthly Building Department Report, to be received and filed. Page 2 of 11 Regular City Council Meeting Minutes July 7, 2015 14. May 2015 Monthly Building Department Report, to be received and filed. NEW BUSINESS City Administration Department 15. Resolution No. 2015-46 - A Resolution of the City Council of the City of Vernon approving and authorizing the execution of a grant agreement between the City of Vernon and Legacy LA Youth Development Corporation. Recommendation: A. Find that the recommended actions are exempt from the California Environmental Quality Act ("CEQA"), because (a) approval of the below-described Grant Agreement is not an "approval" as defined by Section 15352 due to its conditional nature; and (b) the City of Vernon is neither the "lead agency" as defined in Sections 15051 and 15367 nor a"responsible agency"as defined in Section 15381. B. Adopt a resolution of the City Council of the City of Vernon approving and authorizing the execution of a grant agreement between the City of Vernon and Legacy LA Youth Development Corporation effective June 30,2015,that provides the following grant funding for certain capital improvements to the Hazard Park Armory Youth Development Center: 1. Up to $350,000 from the 2015 fiscal year budget for a Design Development Phase. 2. Up to $1,000,000 from the 2016 fiscal year budget for Phase I Construction Projects. Senior Advisor to the City Administrator Fred MacFarlane introduced the item and explained the background of the monies appropriated to support nonprofits. Mr. MacFarlane introduced, Executive Director Lou Calanche, who spoke on behalf of the organization and the project. Ms. Calanche also introduced residents from Ramona Gardens who have participated in the youth development center: Eddie Licon, Jarrielle Johnson, and Lesly Valenzuela. Ms. Calanche also introduced Mr. Cody Briggs, from the Project Management Team, who provided slides and information on the construction project. It was moved by Davis and seconded by Woodruff-Perez to approve Resolution No. 2015-46. Motion carried, 4-0. Finance Department 16. Resolution No. 2015-47 - A Resolution of the City Council of the City of Vernon approving the termination of interest rate swaps and the forms of swap termination agreements; and authorizing certain other matters relating thereto. Recommendation: A. Find that approval of the resolution to terminate the two interest rate swap contracts entered into December 2004 is a government fiscal activity which does not involve any commitment to any specific project which may result in a potentially significant physical impact on the environment and is therefore not a "project" as defined by California Environmental Quality Act("CEQA")Guidelines section 15378 and not subject to CEQA review. Furthermore, even if it were a project, it would be exempt under CEQA in accordance with Section 15061(b)(3), the general rule that CEQA only applies to projects that may have an effect on the environment; and B. Adopt a resolution of the City Council of the City of Vernon approving the termination of interest rate swaps and the forms of swap termination agreements; Page 3 of 11 Regular City Council Meeting Minutes July 7, 2015 and authorizing certain other matters relating thereto, including the termination of the two outstanding 2004 interest rate swap agreements with Morgan Stanley Capital Services LLC (Morgan Stanley) and Deutsche Bank AG (Deutsche Bank). The swap agreements are being terminated in conjunction with the issuance of 2015 Electric System Revenue Taxable Series A Bonds in the par amount of $110.3 million. A portion of the 2015 Electric System Revenue Taxable Series A Bonds proceeds will finance the costs of terminating the two existing interest rate swap agreements. William Fox, Finance Director, introduced the item and explained the interest rate swaps process. President of the Vernon Chamber of Commerce, Marisa Olguin, commended the Finance Department and Vernon Gas and Electric Department for the hard work to move this process in the right direction. It was moved by Ybarra and seconded by Woodruff-Perez to approve Resolution No. 2015-47. Motion carried, 4-0. 17. Property and Casualty Insurance Placements for Fiscal Year 2015-16. Recommendation: A. Find that approval of the placement of property and casualty insurance for fiscal year 2015-16 is exempt under the California Environmental Quality Act("CEQA") in accordance with Sections 15060(c)(3), 15378(b)(4), and 15378(b)(5). This is because the activity of authorizing the placement of insurance will not result in direct or indirect physical changes in the environment and, therefore, is not a "project," as defined in Section 15378 of the CEQA Guidelines; and B. Authorize the City Administrator to bind the City for the annual insurance coverage for fiscal year 2015-16, provided the total annual premiums to be paid shall not exceed $1,018,600 and $15,000 for loss mitigation services related to Cyber liability coverage for a total of$1,033,600. This includes the renewal of policies for excess liability insurance, errors & omissions, property, excess workers' compensation, crime, pollution liability, and environmental site liability, and the addition of cyber liability coverages with the related Loss Mitigation Services. Mr. Fox introduced the item and explained the annual insurance premiums. It was moved by Davis and seconded by Ybarra to authorize property and casualty insurance placement for fiscal year 2015-16. Motion carried, 4-0. Fire Department 18. Resolution No. 2015-48 - A Resolution of the City Council of the City of Vernon approving the City's participation in the 2014 State Homeland Security Program by the Vernon Fire Department, approving and authorizing the execution of a Subrecipient Agreement by and between the City of Vernon and the County of Los Angeles and authorizing the execution of documents necessary to obtain said grant. Recommendation: A. Find that approval of the proposed Agreement is exempt under the California Environmental Quality Act("CEQA")in accordance with Section 15061(b)(3),the general rule that CEQA only applies to projects that may have an effect on the environment; and B. Adopt a resolution of the City Council of the City of Vernon approving the City's participation in the 2014 State Homeland Security Program (SHSP)by the Vernon Fire Department, approving and authorizing the execution of a Subrecipient Agreement by and between the City of Vernon and the County of Los Angeles and Page 4 of 11 Regular City Council Meeting Minutes July 7, 2015 authorizing the execution of documents necessary to obtain said grant. The County of Los Angeles has approved and awarded 2014 SHSP funds in the amount of $300,000.00 to the City of Vernon Fire Department. Fire Chief Michael Wilson introduced this item. It was moved by Ybarra and seconded by Davis to approve Resolution No. 2015-48. Motion carried, 4-0. 19. Donation of 1964 Crown Fire Coach 2000 GPM Pumper to the California Fire Museum and Safety Learning Center. Recommendation: A. Find that authorization of the proposed donation is exempt under the California Environmental Quality Act("CEQA")in accordance with Section 15061(b)(3),the general rule that CEQA only applies to projects that may have an effect on the environment; and B. Authorize the donation of a surplus 1964 Crown Fire Coach 2000 GPM Pumper to be conveyed to the California Fire Museum and Safety Learning Center("CFM"); and C. Enter into a Donation and Release Agreement with CFM to use, retain or dispose of pursuant to the historical and educational purposes of the museum. It was moved by Ybarra and seconded by Woodruff-Perez to authorize the donation of the 1964 Crown Fire Coach 2000 GPM Pumper to the California Museum and Safety Learning Center. Motion carried, 4-0. Gas and Electric Department 20. Approval of Agreement with Northwest Electrical Services, LLC in Response to Notice Inviting Bids for Allison Turbine Control System Upgrade Project. Recommendation: A. Find that proposed agreement by and between the City of Vernon and Northwest Electrical Services, LLC is exempt under the California Environmental Quality Act ("CEQA") in accordance with CEQA Guidelines Section 15061(b)(3), the general rule that CEQA only applies to projects that may have a significant effect on the environment,because the agreement does not have an impact; and B. Approve and authorize the execution of a services agreement with Northwest Electrical Services, LLC (NWE), for a Control System upgrade of two existing aero-derivative Allison Gas Turbines. The proposed contract includes compensation for design, equipment, fabrication, and testing, equating to a grand total compensation amount not-to-exceed $662,330.16 over the three (3) year term of the agreement. It was moved by Ybarra and seconded by Davis to approve the agreement with Northwest Electrical Services, LLC for Allison Turbine Control System Upgrade Project. Motion carried, 4-0. Human Resources Department 21. Adoption of new Personnel Policies and Procedures: Rest and Meal Breaks II-5 (New),and Reasonable Accommodation for Disabled Applicants and Employees III- 5 (New). Page 5 of 1 1 Regular City Council Meeting Minutes July 7, 2015 Recommendation: A. Find that approval of the proposed personnel policy and procedures is exempt under the California Environmental Quality Act ("CEAQ") in accordance with Section 15061(b)(3), the general rule that CEQA only applies to projects that may have a significant effect on the environment; and B. Adoption of Personnel Policy and Procedures: Rest and Meal Breaks II-5 (new), and Reasonable Accommodation for Disabled Applicants and Employees III-5 (new); and incorporating newly adopted policies into the Personnel Policies and Procedures Manual; and C. Authorize the City Administrator and the Director of Human Resources to execute and distribute the above-referenced policies to all employees. It was moved by Davis and seconded by Ybarra to adopt new Personnel Policies and Procedures: Rest and Meal Breaks II-5 (New), and Reasonable Accommodation for Disabled Applicants and Employees III-5 (New). Motion carried, 4-0. 22. Authorization to issue a Request for Proposals for an executive search firm to conduct a recruitment for the position of City Administrator for the City of Vernon. Recommendation: A. Find that approval to issue a request for proposal for an Executive Search Firm to conduct a recruitment for the position of City Administrator for the City of Vernon is exempt under the California Environmental Quality Act("CEQA")in accordance with Section 15061(b)(3), the general rule that CEQA only applies to projects that may have a significant effect on the environment; and B. Approve and authorize the Director of Human Resources to issue the Request for Proposals for an Executive Search Firm to conduct a recruitment for the position of City Administrator for the City of Vernon. Ms. McAllister introduced the item. Considerable discussion took place over this item with staff addressing questions regarding: possible timeline of retirement of current City Administrator; what pending projects or future projects are being considered; should executive search be conducted by in-house staff or executive search firm; etc. Marisa Olguin, Vernon Chamber of Commerce President: Ms. Olguin commented on the impending transition and commended Mr. Whitworth on his leadership of Vernon. Ms. Olguin also indicated that the Chamber of Commerce would like to be involved in the hiring process for the new City Administrator. Sandra Orozco, Local Activist: Ms. Orozco commented that she has the utmost respect for Mr. Whitworth and has admired his leadership of the City. Jon Van de Kamp, Independent Reform Monitor: Mr. Van de Kamp expressed his support for the hiring of an executive search firm, as ample time will be needed to conduct an appropriate search. It was moved by Davis and seconded by Ybarra to authorize to issue a Request for Proposals for an executive search firm to conduct a recruitment for the position of City Administrator. Motion carried, 4-0. 23. Approving and authorizing the execution of an At-Will Employment Agreement by and between the City of Vernon and Kristen Enomoto. Page 6ofII Regular City Council Meeting Minutes July 7, 2015 Recommendation: A. Find that approval of the proposed At-Will Employment Agreement is exempt under the California Environmental Quality Act ("CEQA") in accordance with Section 15061(b)(3), the general rule that CEQA only applies to projects that may have a significant effect on the environment; and B. Approve the At-Will Employment Agreement (the "Agreement") with Kristen Enomoto effective June 28, 2015. The proposed Agreement is the standard At-Will Employment Agreement (Non-Safety) Form approved by City Council for other executive and at-will positions. Ms. Enomoto stepped out of the meeting at 10:39 a.m. as this item was addressed. Ms. McAllister introduced the item. It was moved by Ybarra and seconded by Davis to approve the At-Will Employment Agreement by and between the City of Vernon and Kristen Enomoto. Motion carried, 4-0. Ms. Enomoto returned to the meeting after the vote on the item at approximately 10:41 a.m. Police Department 24. Approve Inmate Housing Services Agreement. Recommendation: A. Find that the proposed contract authorization is exempt under the California Environmental Quality Act("CEQA")in accordance with Section 15061(b)(3),the general rule that CEQA only applies to projects that may have a significant effect on the environment; and B. Find that the contract is exempt from competitive selection requirements pursuant to Vernon Municipal Code § 2.17.12 (A) 5, Exemptions - Contracts with other governmental entities for services; and C. Authorize the Mayor to ratify and execute an Inmate Housing Agreement by and between the City of Vernon Police Department and the City of Huntington Park Police Department("HPPD") for a period of three (3) years, effective July 1, 2015 through June 30, 2018. It was moved by Ybarra and seconded by Woodruff-Perez to approve the inmate housing service agreement with City of Huntington Park Police Department. Motion carried, 4-0. Public Works,Water and Development Services Department 25. Approve Amendment No. 2 to the existing Services Agreement between the City of Vernon and Interwest Consulting Group for On-Call Building Plan Check and Inspection Services. Recommendation: A. Find that Amendment No. 2 renewing the existing Services Agreement between the City of Vernon and Interwest Consulting Group, for a period of one year, for On Call Building Plan Check and Inspection Services, is exempt under the California Environmental Quality Act ("CEQA") in accordance with (a) CEQA Guidelines Section 15061(b)(3), the general rule that CEQA only applies to projects that may have an effect on the environment and (b) CEQA Guidelines Section 15268, because the proposed Amendment No.2 involves the issuance of building permits which is a ministerial action; and Page 7 of 11 Regular City Council Meeting Minutes July 7, 2015 B. Approve Amendment No.2 renewing the existing Services Agreement between the City of Vernon and Interwest Consulting Group for On Call Building Plan Check and Inspection Services, for a period of one year (as amended, the contract would expire on July 1, 2016). It was moved by Davis and seconded by Ybarra to approve Amendment No. 2 to the existing Services Agreement with Interwest Consulting Group for on-call building plan check and inspection services. Motion carried, 4-0. 26. Approval of Amendment No. 2 to the existing Services Agreement between the City of Vernon and Jason Addison Smith Consulting Services dba JAS Pacific for On Call Building Plan Check and Inspection Services. Recommendation: A. Find that Amendment No. 2 renewing the existing Services Agreement between the City of Vernon and Jason Addison Smith Consulting Services dba JAS Pacific, for a period of one year, for On Call Building Plan Check and Inspection Services, is exempt under the California Environmental Quality Act ("CEAQ") in accordance with (a) CEQA Guidelines Section 15061(b)(3), the general rule that CEQA only applies to projects that may have an effect on the environment and (b) Guidelines Section 15268, because the proposed Amendment No. 2 involves the issuance of building permits which is a ministerial action; and B. Approve Amendment No.2 renewing the existing Services Agreement between the City of Vernon and Jason Addison Smith Consulting Services dba JAS Pacific, for a period of one year, for On Call Building Plan Check and Inspection Services. As revised, the contract would expire, effective July 1, 2016. It was moved by Ybarra and seconded by Davis to approve Amendment No. 2 to the existing Services Agreement with Interwest Consulting Group for on-call building plan check and inspection services. Motion carried, 4-0. 27. Bid Award for Contract No. CS-0534: Slauson and Boyle Street and Traffic Improvements. Recommendation: A. Find that the award of the proposed Capital Improvement Project at Slauson Avenue and Boyle Avenue is categorically exempt under the California Environmentally Quality Act ("CEQA") in accordance with CEQA Guidelines Section 15301 (Existing Facilities), part (c) (existing highways and streets), because the project is merely to repair existing streets and involves negligible or no expansion of existing use; and B. Accept the bid proposal from Sully-Miller Contracting Company, as the lowest responsive and responsible bidder and enter into contract, not to exceed $1,624,230.25, for the Slauson and Boyle Street and Traffic Improvements Project, City Contract No. CS-0534, and to reject all other bids. Further authorize a contingency of$75,000.00 in the event of an unexpected changed condition in the project and grant authority to the City Administrator to issue a change order for an amount up to the contingency amount. It was moved by Davis and seconded by Ybarra to award the bid for Contract No. CS-0534, Slauson and Boyle Street and Traffic Improvements, to Sully-Miller contracting Company. Motion carried, 4-0. 28. Resolution No. 2015-49 -A Resolution of the City Council of the City of Vernon approving and authorizing the execution of the State Master Agreement No. 00474S and Program Supplement No. N43 by and between the City of Vernon and Page 8 of 11 Regular City Council Meeting Minutes July 7, 2015 the State of California, acting by and through the Department of Transportation, for the citywide feasibility study to create a bicycle master plan. Recommendation: A. Find that the approval of the State Master Agreement No. 004745 with Caltrans and the approval of the Program Supplement No. N43 proposed is exempt under the California Environmental Quality Act ("CEQA") in accordance with Section 15061(b)(3), the general rule that CEQA only applies to projects that may have an effect on the environment; and B. Adopt a resolution of the City Council of the City of Vernon approving and authorizing the execution of the State Master Agreement No. 004745 and Program Supplement No.N43 by and between the City of Vernon and the State of California, acting by and through the Department of Transportation,for the citywide feasibility study to create a bicycle master plan. It was moved by Ybarra and seconded by Davis to approve Resolution No. 2015-49. Motion carried, 4-0. 29. Bid Award for Contract No. CS-0484: Equipping Well No. 21 and Related Site Work. Recommendation: A. Find that the proposed project, for Equipping Well No. 21 and Related Site Work is exempt under the California Environmental Quality Act("CEQA")in accordance with CEQA Guidelines Section 15301, subsections (b) and(d),because the project involves negligible or no expansion of use beyond that existing at the lead agency's determination; and B. Accept the bid from Environmental Construction,Inc. as the lowest responsive and responsible bidder and enter into the a contract, in an amount not to exceed $1,348,851, For Equipping Well No. 21 and Related Site Work, Contract No. CS- 0484. Furthermore, authorize a contingency amount of$135,000 in the event an unexpected changed condition in the project occurs and grant authority to the City Administrator to issue a change order for an amount up to the contingency amount. It was moved by Ybarra and seconded by Davis to award bid for Contract No. CS-0484,Equipping Well No. 21 and Related Site Work, to Environmental Construction, Inc. Motion carried, 4-0. ORDINANCES 30. Ordinance No. 1230 - An Ordinance of the City Council of the City of Vernon amending Sections 2.123(a)and 2.125(b)of Article XVII of Chapter 2 of the Vernon Municipal Code relating to the Vernon Housing Commission. (first reading) Recommendation: The Vernon Housing Commission and City Staff recommend the City Council: A. Find that the actions recommended are exempt from the California Environmental Quality Act ("CEQA") in accordance with Section 15061(b)(3), the general rule that CEQA only applies to projects that may have an effect on the environment. B. Hold the first reading of and subsequently adopt an ordinance to amend Section 2.125(b) of the Vernon Municipal Code to remove the first responder leasing priority, effective at 5:01 p.m. on December 8, 2015. As part of the aforementioned ordinance, City Staff further recommends the City Council: Page 9 of 11 Regular City Council Meeting Minutes July 7, 2015 C. Amend Section 2.123(a) of the Vernon Municipal Code to establish Commission Member terms to run from July 1 through June 30, effective July 1, 2019 for four of the seven seats, and effective July 1, 2021 for the three remaining seats. D. Include uncodified sections to establish the following upcoming terms in order to fully effectuate the July 1 through June 30 terms: Appointing Category Term Resident/Council Member August 11, 2017 —June 30, 2021 Resident No. 1 August 11, 2017—June 30, 2021 Resident No. 2 August 11, 2015 —June 30, 2019 Business Representative No. 1 August 11, 2015 —June 30, 2019 Business Representative No. 2 August 11, 2017—June 30, 2021 Business Representative No. 3 August 11, 2015 —June 30, 2019 Employee of Vernon Business August 11, 2015 —June 30, 2019 Mayor McCormick introduced the proposed ordinance by title. It was moved by Davis and seconded by Ybarra to approve the first reading of Ordinance No. 1230 for recommendation sections A, C and D, and remove item B from said ordinance. Recommendation section B is to be addressed at a future Council Meeting after further consideration. Motion carried, 4-0. ORAL REPORTS 31. City Administrator Reports—brief reports on activities and other brief announcements by the City Administrator and Department Heads. Police Chief Daniel Calleros reported on the following: June 20 call reporting an individual brandishing a large knife; June 20 Officers' response to a burglary alarm activation; July 1 Officers' response to a man down in a parked vehicle; and a report on the DUI Checkpoint conducted over the holiday weekend, July 4. Police Captain Michael Gillman reported on a recent spray-painting incident. Fire Chief Michael Wilson reported on the following: in process of a Paramedic Ambulance purchase and two new fire engine lease agreements; update on the Battalion Chief s Exam; reported on Fire Department's response to the same man-down incident the Police Department responded to; July 4 commercial structure fire; July 5 alarm residential fire; an update from a June 15 motorcycle accident,wherein the individual has contacted the Fire Department to meet the personnel who assisted him through this; announced the passing of Retired Fire Captain Jim Dunn, who served 39 years with the Vernon Fire Department. Director of Public Works, Water and Development Services Kevin Wilson reported on the following: update on the generator replacement at City Hall; forthcoming presentations for next City Council meetings on I-710 and current construction projects; and a brief report on the rehabbing of Fire Station No. 2. Director of Gas and Electric Carlos Fandino briefly reported on the following: two recent power outages; and provided an update on SB350 and its impact. Finance Director William Fox provided a brief update on the pending bond sale. Director of Health and Environmental Control Leonard Grossberg provided a brief update on: The DTSC addressing the Exide closure;AQMD Rule 415; and the mailing of permit renewals by the Health Department. Director of Human Resources Teresa McAllister reported on the following: administration of the Account Clerk exam;updating payroll system with new MOU provisions;update on annual Page 10 of 11 Regular City Council Meeting Minutes July 7, 2015 health fair; training calendar soon will be out; currently working on various personnel policies to bring forward for Council consideration. Economic Development Manager Alex Kung briefly reported on the following: update on AB113 and AB86; and the City's application for the LAEDC award. City Clerk Maria Ayala briefly reported on the following: announced the FPPC Form 470 due at the end of the month by Councilmembers; City Clerk's office being awarded a grant from the CCAC to apply to the Records Program; and the department working on finalizing an RFI to begin Records Program. Senior Advisor to the City Administrator Fred MacFarlane reported on the: grand opening of Vernon Village Park Apartments; and the airing of True Detectives Season 2 which was filmed in Vernon. City Deputy Administrator Kristen Enomoto provided an update on the following: Housing Commission related activities, such as: four of the seven seats that will be vacant, and advertisement of vacancies on commission; RFP responses to commence sale of Huntington Park properties; and an update to the remodel project for the seven Vernon units. City Administrator Mark Whitworth reported on: upcoming Independent Cities conference beginning July 9 in San Diego; and the City is soon expecting Mr.Van de Kamp's latest report. 32. City Council Reports—brief report on activities, announcements, or directives to staff. Mayor Pro-Tem Davis asked that the street lights that are out on Fruitland and Boyle be addressed. With no further business, at 12:04 p.m., Mayor McCormick adjourned the meeting in memory of Captain Jim Dunn. W. Michael McCormick Mayor ATTEST: Maria E. Ayala City Clerk Page 11 of 11 a z � cl O O d N LO LLJ o o r 0 �M N � cfl 0 C� a Y -� lU ¢ m U � � a) CD O CV > r T O O Z O c O N 0 V cN C 0CD ... 0 a o W rn ao o W Ln *. } y ** LL ` U a ~ y � - - w o 0 c o y Z o o D c " Q O Z L O N .� LL V CO r N CA cd U 0 -5 A T I- G1Q O C tom+ Z 0 CIO LL. W. O Y7 O to N 0) .� r 0 C 0 y U G N LL N m O O N T L E too CM -� E 7+ _ >+ Q} 0 M >, rr'' '' uJ O .SS co7 "a C m LU = 3 ' N 0 C -- QE " °' CO � LO UU UU di O � � U Q O W � }. _� ❑ H LL c� CFTY OF VERNON ACCOUNTS PAYABLE CHECK NO. 347913 INVOICE NUMBER DATE P O NUMBER OESCRIPTION DWOUNT AMOUNT 6101506 06/10/2015 Employee Appreciation BBQ 0.00 1,112.67 L4 D-� 1 \J0 4 L V1 --7( b VCJ IY} P-� f S1 1,112.67 PLEASE DETACH BEFORE DEPOSITING PAYABLE TKROVGH f City of Vernon EAST WESTBANK 2OW HUNTINGTON DR.2NO FLOOR 4305 Santa Fe Ave SAN MARINO CA 91108 Vemon, CA 90058 (323)583-8$11 DATE GMGK XMIMIR WJKNR CHECKAmowr 001494 06/23/2015 347913 1 1,112.67 PAY One Thousand One Hundred Twelve Dollars and Sixty Seven Cents TO THE CATERING BY HERACH AND ARA �, ORDER 1460 S. GREENWOOD AVENUE OF MONTEBELO, CA 90640 z 11'0347413115 1: 322❑ 703811: 803627133118 W u-) <3- „- MEMO UJ a c � J U CD rya W -, N -0 a cn }— N 1 CD C.) Lo U O O -0p p O a E rn co a 3 � O Z C Y- LV .3 W Il- U `. a Lo w/ `O ii a U z oa - 0 O L L W rw � N -� y ^^- .7 CD t sti4 d } * i O r� C �+ '2 um~* W cu O * Um 3 QF- _ w (D 3 N U o a �; Z 0 `~ Q OL6 O �-�' G� CD Z Z U �. w O N C _ sn 10 OO CDo N c U) 0 J c6 C U :3 O . -) G Oa A 0LL i w O cc c O T x C L C s Q <U U N ++ cc_ v E 3 o O w 0Y N Cr] �` C '++ O U d 0 MEN= O cc a c a E LLJ -� v N } E Z a1 cc c0> U J Q f LL = CITY OF VERNON,LIGHT&POWER ACCOUNTS PAYABLE CHECK NO. 511473 iNVDECE NUMBER DATE PO NUMBER DESCRIPTION DISCOUNT AMOUNT 061115 06/11/2015 Refund on closed account no. 1270 0.00 500.00 I On i � � � I � vom \ �� `� �S7fi� 50000 PLEASE DETACH BEFORE DEPOSITING PAYABLE THROUGH • City of Vernon-Light& Power EAST WEST BANK 4305 Santa Fe Ave 2DW HUNTINGTON DR,2ND FLOOR 1a7usc SAN MARINO,CA 91108 =5 Vernon,CA 90058 (323)583-6811 '? wuM9ER DATE } ,yp Cl#ECfCAIAO{JNi L7� 005557 06123J2015 511473 500.00 PAY Five Hundred Dollars and No Cents TO THE K TECHNOLOGY USA INC. ORDER 8720 VESTAVIAAVE. OF BUENA PARK, CA 90621 u■❑ 5 1 L 4 7 3111 1: 3 2 20 7❑ 38 it: ao 3 6 2 79 Ln■ %� , Nc 5 Lf-- O cV O C~!] � TMM � @' --r = O N � N r J � N 1U n d Ccli �f3 ti O U -� N m U N � � c Q F- (n 0 Z "r W a Q m U U Q N C a cu o w ° ClZ � Fu a ❑ W >- Q1 p L +' �'- (D p� Z.r Q C;) 61)- — 0 aD 0rn c 'v 4- U c um J W O 0 v 0) c m N � a � � o XCL V 6- co U o mH y Z O ` UJ o _ 00 o a (5 Q U I., a' o N �, o Z �, d LL c 0m o U CL � a O = e`o O s0) N� N O 0 LL N �' v W Nfu N U � A C -0 N r O a N a Q? O � O a 4 C C % O m w E c- E M -0 a� Ms E; E v _� W U cv75 OLO O sA r 7+ 0 OCD U. - N a. Q H F-- V $ \ i cr � cr ~ S LLI � � } c/ a o p ❑ L o $ k k o $ ■ E � � 2 � co k o m -o = f ¢ $ 3 : co U '2 moo _ ¢ �o fp & 2 2 o a)E £ g v ® ■ COco 7 o k . � o 0 ® % 5 co LL- / 0 _ c U % 2 R@ 7 / & co co � � O • -coo 0 0 � � � Payrolls reported for the month of June: 05/17/15 - 05/30/15, Paydate 06/11/15 05/31/15 -06/13/15, Paydate 06/25/15 Payment Method Date Payment Description Amount Checks 06/11/15 Net payroll, checks $ 18,608.94 ACH 06/11/15 Net payroll, direct deposits 708,938.77 ACH 06/11/15 Payroll taxes 190,721.00 Checks 06/25/15 Net payroll, checks 16,415.70 ACH 06/25/15 Net payroll, direct deposits 763,407.85 ACH 06/25/15 Payroll taxes 219,355.98 Total net payroll and payroll taxes 1,917,448.24 ACH 06/11/15 ICMA 28,331.21 ACH 06/11/15 CalPERS 333,036.31 ACH 06/11/15 California State Disbursement Unit 3,175.55 347867 06/11/15 Sandra Bingman 2,000.00 347858 06/11/15 Franchise Tax Board 180.00 347861 06/11/15 IBEW Dues 2,668.63 37871 06/11/15 Vernon Firemen's Association 3,215.00 347872 06/11/15 Vernon Police Officers' Benefit Association 1,887.60 ACH 06/25/15 ICMA 29,769.85 ACH 06/25/15 CalPERS 345,317.85 ACH 06/25/15 California State Disbursement Unit 3,584.15 347948 06/25/15 Sandra Bingman 2,000.00 347941 06/25/15 Franchise Tax Board 180.00 347949 06/25/15 Teamsters Local 911 2,265.00 347951 06/25/15 Vernon Firemen's Association 3,215.00 347952 06/25/15 Vernon Police Officers' Benefit Association 1,88760 Payroll related disbursements, paid through General bank account 762,713.75 Total net payroll,taxes, and related disbursements $ 2,680,161.99 Page 1 ct 1 o t 13 L +' c a) E 70 LLJ V O VOi U '^ w Q � U � a) L r_ CD C O Cif Z r m cn W cm Q M CD m E N N C<S-0 W cn U `- co CV) O a CN E Z It LU p r O = a o o 0 CD a `� D N r` Cl) O) L M .0 t- r f�` umQ •C T O {R �. co M O o c (00 oN ca _ U O M LO 41— U � O o LV L u U Vr Z U "= cn � N cL a) Z O C14 0 O p c C H C •� U C70 co a- N O 'O C q� m N E O U C IL A O C= N m U Ca Q r !C N (U C d O C4 O b N N U- ED i = N a) E `m o O go �. NL � � o ® O O O O �. c � 0 wL.C, (D L6 a . a) +• N cv O E O (d ! y= L L y+ y.+ l(, O N O 0 O CO M =3 w w N O a O ow W u _1 0 �-• LL w + � U Q H mCU CA cn Cd L @ _ � m % E M �_ / ) � � � f 7 E > 5cu�q y / § / § 3 2 E _> > 2 E CL E @ � -0 ° q £ a 2 @ co k E � 22 a cmk / In v 0 2 En cu 0 4442 gU30 ® « ( > ". / d £ 2 ƒ_ � \ ° 0 R c £ � 0 \ CD � f 2 f G � a % 7 M ( .c k k ._ > � \ § 2 0 $ k d � d 0 CU � k E 2 '§ & In q 2 � a % (D £ 2 £ in \ t G x f CD o L a £ a) @ E o ) cc % f R / \ -�- � — � a z k S $ § G 0 0 k 0 % % § (30 A U) 9 * n / \ k / k w ■ (14 w 04 CO) # Nt Lf) U-) o (D � 3 � � � CNI C%j N N N N 04 04 ® D z Lf) LO r kc) If) d d \ Q d o k � % 0) 0) C) 0 0 0 0 k 2 � 0 � \ � � v / � LO 2 q n \ \ Lr) Lf) k 0 \ / k j 0 & & � k / $ U 3 co % > S S V 0 W) � m (X LU 10 { CD > S2 _- - $ - - E E U- � � CD \ \ 0 \ § @ CD t % t k k $ \ } k a. a- ƒ t ƒ ƒ 2 2 k o 0 § ( w k k k d 0 / m M ± i 0 0 0 0 0 o Q Q 0 n n R � o N 0 o IT o = r- (D z q@ 9 P M R g q 9@ m m 0)R m 0) m e _ o It § \ § - q 7 \ « ® m 2 ƒ ® 2 g 0 N N 04 Cl) 2 Q R q N q N N G N N G G q N 2 2 cq 2 2 2 S S Iq 2 z ■ (6 e � It e d ¥ a a � LU N N o c N N m m % n 0 o 0 & _0 0 0 _0 _0 0 0 \ \ \ 6 6 k z / / / 0 8 3 R R / \ a z � I-- E z 2 g 0 a LLL lop 0 U EL ± � I fl -i k m ƒ � w 0 7 l9 { 7 _w z / E z e \ k > I /k LU a \ 9 CL ~ o 0 rn n v N Z o (D N r GO C7 0 co N Cl) (D Q r a� Q C14 G. Y OC o O O o N t) v U) LOLf) if) y7 LO LD a7 U W " N N N N N N N N N N N N N N N 0 0 O CD CD 00 0 O O O O O O O W m a 0o GO w m 07 Go 00 Go 0o m m co Go ao O Y IT IT IT v v IT IT v v IT v v v v v v V = Cl) Cl) m cr) ('3 Cl) Cl) Cl) M Cl) Cl) ce) m Cl) m z Ln (n (ri Wn u] W W o a o 0 0 F N N N N N a N (� M M Cl) ('a7 0 0 0 0 0 In In In N N N N N N N . r r r• O O O O O a O Q 0 CD W r r r r r r r I,, 0 0 0 0 0 0 0 0 o Q o r 0. 0 0 0 O 0 0 0 0 0 0 0 1L7 W O Z_ Z_ Z Z_ Z_ Z_ Z_ Z_ U - N 0 — 0 m m m m m m m m O co (D (D to 0 v m O O 0 0 0 0 0 0 0 m m m m — N O r m m m m m m 0 0 0 0 r 4n O m m m m m m 0 Go C%l r X X X T X Z Z =y t5 N M O O M CD N m0 c0+) O O u� ¢ C X � g v Co X1X W A N U) C C N N N O N O r N r N LL N C J E 0 ii ii ii LL o a) H Z 0 CG .� ^ S' o ar a_f4i ai a`0i ai u_`0i N V � � � � ro a o a IL EL dCD e +p y 0 CL N qq (OD (Do f�0 n Goo � v+ 7 D y w os m rn m os m �, ¢ _ W o (p a cAc �c1 a U) (D (D m co co (D m (D 0 T J T U) J O U) r T T T T T T T H O O O O O (n (n v co 0 0 0 O O 0 0 z O 0 0 0 N m r r co r 0 0 0 N 0 Go Z) 0 0 0 0 N r co C7 r m N 0 0 (n N 0 V- N O N N ("') co 0 It w r w m !A v Q ll;� (D m CO Q m 0 0 0 0 0 00 O 00 O O a0 0 00 0 ((DD LO to O O 0 0 0 0 m m N N O_ O_ 0 0 00 00 F m m m m to In U')7 M lC) _ _ 0 0 0_ —Z Ix c'i C C7 v O a v O O O o 0 :) W m m M m N 0 It O O 0 0 0 0 0 0 0 0 m 0 0 0 0 0 O O O N N N N N N N N U r r r r T r r T Q Z O O O O a O 0 0 O 0 0 0 0 0 0 0 2 a m v} Q � p w 0ui CU a ❑ U -1 Z W U) Z Z (� J u- O O Z W o F- U ¢ N U m T UN} Zw J 0 N Z (> W X W0 o Y W Ix m z o a 0 0 W � ¢ m w w LL I J i OU d z � Q a c) a) o � 0 +n r0 00 0) a N v (D r (D c) (n m ap Q N T C'7 4. Y a (f) ((] (D n t• a0 6) 0) 0 N N cV N N N N N N N N m Cl) C) m m O O CD CD CD 00 CD 0 0 0 w 00 m 00 a6 m a0 co c0 00 a0 a0 m m U c7 m (Y) Cl) cn Cl) c] c) c7 c) c) M z (n (n 0 u) LO (A (n N N N N Q N N a 9) O o C) o a 0 0 0 0 0 co cli a 0 0 0 0 r T r O O O O O O T T a o 0 0 0 0 O O 0) M w c0 0) t` N O U ( V) LO N Q O r ((') N r T ('J G; CD O0 O O CD0 C9 O) t• 0 0 CD (D _ O) 0) t• (14 N IT Ln 0 O) C G c ? O O O m0 r r` r (D OfD m m m c0 IT r Q O U ca C c OZ �n E E. c wwN c a a W N a) 1L N fn N N (� ~ r N a) m O LLI J c ate) ate) o w cD = Z o X. x c e c c ~ Z ' O ca LU w j 'Q u(�� 4 12 w a) U d x c O O ~ Q `y J J J a) Q x N a OC H 2 E is H w a) m cc �a o tm LU i ) i nLi E CE c7 c � >° j H O N v O 0 Cl) CO O 0 N O It r Z N O O O cq I It (A O T r 0p 0J 0 N a0 O CD ([) ch V CD ti ED T 0 CO''J ( M CO coo Lo ul c7 N 0 0 0 0 0 0 m Cl (D D (0 0 0 0 Lo O N H O O N_ N NLO A V N (f � z m 0 N N Ma) NNO W 0 0 m (D CD Cl) M r O O OOm N O O O O O O O T r T T O� N N r N QZ a o 0 0 0 0 (D 0 0 0 0 0 0 U Z U m H Z = _ w w O < o i Q U) Z N � O ZZ ca O 0 w}— w w 0 {n U LL LL o ( U -1 ZQ p w Z O O Q 0 w0 m wU U) ¢ ¢ z Ir 2 ti a w 0 U Q D 7) a F- LU -jO w O (n Z LL j O c w9 LLU 0ZQ g g a` H (D N Lf) r O O) [nV Z r-� GO CD Lf) O (D 6) o 0 G0 G LM ti M CM) 00) N co Q M N a. Y M Cl) M v Lf) 00 00 00 w o M Cl) M ('i (7 M Cl) cri c') M Cl) O 0 0 O O O O 0 0 0 O O LU m m co CA 00 O a0 00 00 00 a0 a0 m x2 It v IT v IT v v v v S) :D c+) Cl) cn Cl) M Cl) M c*) M tr] M Z 2 (!7 LO Lf) LO Ln LO If) 0 T H W N N N N N N N N 0 N Cl)O PO) c0) E2 C22 LQ [O) O N O DO co ED 0 0 co O r0 N O ti � co C14 Q) N O O O CY) O O co r r O O O � o 0 o a o 0 d O o O o O O O ti IT V It Uto v v v Lf) 0) N N CM N W (O c0 co T n O T O O 0 0 N rn O - cam) Cl) (M N 60') z O O 0 cNp 00 OO LO M Cl) Cl) (D 0 ? (L a n. 0 r (o IT 0) 0) 0) o LO a� N r v Ln ! N C r 00O j O M N M �Z 5 a no I N E ? C w CIS O 41 C N �, ! C J LO LO Ln LL cm CD T J N `D it0 00 0 �. ❑ _N CD ~ 0 X N m 00 c 0 0 O V H m c g° fi f(D a w 4 k m •� L f1 tm 3 Q (/� C O•— N 7 ()Je Q' O Lu m¢ ca w 4 m d N N E c 0 U m fl (A m U in U) (n w W W fD N v LO r O M 00 00 O Z a0 M) O a0 (D O 00 N U1 6? h N w v v M O 0O to c) r (D 0 M 0) v N ("7 T v N N N M Q N M 0 0 0 0 0 O O 0 0 0 0 0 0 0 H LO0 U') Lo LOkn LN() LN LNC) N m Z �' M M M O c) O O r C6 M O It Z) (D T v v m O co 0 m 0 p C CDN 0 0 0 r r r T r T r Q Z O 0 0 O O O O 0 0 0 O O U Z O Z U U a Z w O Q L O } a p I Z OU O aCL Q C'! j H w N W ('J O 2 O r p J 0 U N 0 w Z ¢ LLJ~ W O O Z Z f= J Z ❑ ❑ ❑ O U w W Z v Z J Cn ❑ X rL Z Q W 7 Z � U H ❑ Q U fi ry CV) O crr Z r• O C O D C11 O ti ti w 0 C•�) CN7 � llf� rn Q ce) v a Y r r r r N N N N N N N N CM () m w 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 IUiJ m w OD w co co OD w w w w w w m w w (n co V 7 A M Cam') 0 A M 0 0 CCf) 0 cco M 0 0 M z u2 Ln LO T H W N O N O N O O O O V) O ~O ~O O NN Do w O N (V 6] W N ti n f� Cp O CD co O (D (D O O _O _O C) O O C) O O r O O C) O O O O CDT T r O O O O O O O O O 0 0 0 0 0 C) 0 0 Ca 0 r r r r T r r r r T r r T a o 0 0T 0 0 0 0 0 0 0 O O 0 O Ln oo ao CD v Ca w r r r r U r` r- CD CDC*) c� C) c Ch Ce) C*) c7 co r r r m m v Nt v v 00 co co r O o 0 0 0 (> m rn m rn 0 rn m (n r- r- r_ m r- r r ti n Lf) LO rn LO 0 Ln W) rn It r 0 Z rO to LO Cn rO r- T r T r• r- ti N N N N N N r r r li) CC) LO CD Cb rd) (D al o d O CL CC) ` W Lu Z W t D D w co w F N c c 3 cc co m m r LL C14 S° o c c OD C C� J y CD O as m No '� n p z v 00 0 O O D y Cd 7 a C V 4 0 CD w d Q E N E o u -a .0 CD to co H x x m c — — v v x a) m N N H 3 U N l 7 7 m m � y N 3 3 0 LO c tyo m U} Ucu O LU J J U) cn U) C' X Q m = X rL 0 73: U) (D w CO 0 (o N w O O O 0 0 O m O (D C) O Z C7 r r• r lz� 0 0 0 (D CA to N O O O T rn N N (D O O O O C] to 6 6 6 O 0 C) Q) r r 0) CO Cn O 1- Go O O co CD (3 N r r Q T O O O C) O O 0 0 0 0 0 0 0 0 0 0 O O O O CD O O 0 0 0 0 0 0 0 O O O O 0 0 0 0 0 C) 0 0 0 0 0 0 C) O O O O C 0 0 0 0 O O O O O 0 0 0 0 0 0 O N N N N N N N N N N N N N N N N v H CO 0 Cn Cn CC) CO u) CO CO LO CC) CO CO V) Cn Lf) LO _ [O CD CO CD CD LU m O O O It C) m M m t) m M m Cf) Cl) D M C O v v v 0 v v v CD O O O (a T U T r T T r T T U T T T T T Q z 0 0 0 0 0 O [a 0 0 0 0 0 0 0 0 0 O U � Z W J (n W O U) N (L U Z co Ln 0 qr C3 a Er w oa u3 U) O z = a LL F- U) w N C) -i <L W Q } p w � w ti J p �H J U c O Z � w � c U J a` Lo Z 1 N o) N ry C7 N `o O co Q N v a Y v LA CD 0 CO tO 0 CD CD (O CO CO CO n oD co co ao LU LU M 0 0 0 0 0 0 0 0 0 0 0 0 0 o CD D o 0 co ao w sms� w w w co ao ao ao co co co co ao ao m Z to Lf) LO Ln Q r r r LU W N N O O Q N N N � N a CD O NO o a o 0 r) T r Cl)co a C r) rn r` n n n n n rr n n n cn rn o O O O 0 O o o O O n 0 0 0 o a o 0 0 0 0 0 0 O 0 0 0 O 0 o O O O O o 0 r r r T r T T r a 0 0 0 0 0 0 O O o 0 0 0 O O O O O 0 o O O O 0 rn m m os o rn rn rn rn rn N N N L T _ — r T r r — In — — — - — LC) — — O T T ll1 � � � O N N N N N N N N N N N m m fD r T r r r D] �] D7 � 01 (A � � LO 4[J 0 0 N_ CV N N_ N N_ N_ N_; —0 —0 w N N 0 •-- r Q) 07 m m Go �"� r LfS u] In Ln u"1 � 1 r r r N N N N N N N N N N N v 0 0 0 0 !V � O C U U °'Z Z t C7 05 ig m a iL v) O � �, m Z w r rL.+ Y Cc L L y+ LU A N ~Z 9 o O 0 m 0 N r N — K C O LO Lo O N a v O 0 � 0) O U. W >- V (� C) 'X CO ?C N CO N N (D J O C1 w C) 'U CL N Vi N Nl IL v .° (1) cco v ai O m o 0 0 0 .2 m5 LL CD VI m y � w cN N y n O N 7 O O O O 0 G) Q D C.) ¢ fn J ❑ Q LL Cn J Q Q Q Q H O Ln w m N w w 0 O m v m n It 0 0 0 0 z O N r n n o n M n r N 0 n N O O O O O O N N 6 f� O N 6 ap to 0 N O CD 0 0 0 0 O v 0 LO O] CDr n n v v O� IT O n N Q) co IT v N N a r ffl r L r O O O O Ln CD O o cD 0 0 0 0 c CD O O 0 O o 0 0 0 o 0 0 (D CD 0 (D CD C6 N 0 0 0 0 0 0 0 0 0 0 0 co co co co M LU ch CD CD CD CD0 0 0 CD O o v v It v v 0 m O O N N N N _N N_ N N N N N O_ 0 O O O U T Q z o 0 0 0 0 0 0 0 0 (—D 0 o a o 0 0 0 0 U) LU CL U O U or z z C) — Z O } Z m V} O LL a g Q LO g U) J LU O U a o6 U w z � = v rn Q) LL (} 0 F- 0 Q J Q N p of w C7 a O = 4 w Z w w 0 0 > J J 2 2 z a O Ln co 0, O Z CI) r p _N O O Ch r D Q N o0 (O r w N r- r am m Q r a L) W v U) LO u) LNn Lrr) `) LO LO LO to Lf)n tO LO � � Ii! 0 0 0 O 0 0 0 o O 0 0 C) C) CD 0 0 co ro co ao ao (30 co cr, m o 0o m m m w 0 _ v v v v v v v v v v v v v v v (� m Cl) c') m c7 Cl) chi z _� � � In ❑ r r w w 0 O O O O f. N N N N N Cl (NO O O O � O O 0co Nr CD O O co N m c0 co 0 C) O O O 00 0 0 O d p r r r r /sr O o 0 a 0 0 a O V r r T T r T r p O O O O 0 0 0 N N N N N N _ 0 0 0 0 0 0 r- r� p- r- r- r— [7] [n CQ) cQ M M C') M LO W) U) U1 U) U) r r r r w co N n ir � X a, O O O p 0 0 °r° d O m cl > > > > c)) comm Cl) Cl) U O O O m Cl) LO LO Ln u) Ln O w 0 m CD 0 c0 co m m r r T m m m m m m O p u) u] N N co ce) C) m m 0 W 0 0 CO 0 Q r r O N N — r CO CO CO CO CO CO Z UOi 02 CM Ln LO Ln (4 w N N N N N N V' O O O C) O m m cl C7 Cl) c7 � O N N 3 T 0 O _ 0 W FW— N CL O a > y Syr: o o LL lL CD N a r L 0W } ¢ ._I z -aCD c t r r t t z p o o a E ai a) m ai a� V F H H U) c) a) N U) IR H N .0 N N Q> Chi to N rp N A C N a) i.� U a) U U N ur m m w o m m E m F m G F- E m m m ❑ CLco UCO a 0cn0U) 000cn (nU) H Ln O OD cD m O O N r M 0 M 0 Ln c)) p Z r c�Qt Lq Ci C0 O O 1� r CO � CO � m 0 rl- 0 Cmo O co CV Q r O N O CCN N ^ m � O O �r r Cl) C•'1 Ll) a 0 0 0 0 CD 0 0 0 0 0 0 O C) a O O LO O O O C) 0 O O p O O O O O Lc) 0 0 0 C) 0 0 O O O 0 0 0 O CO O O O O 0 0 O C) N N N cm N CA Z LO Lc) LO Ln Ln Li) Lo CNC) LNn LL( Or m m r0 LN 0 W L j �F a fe CA C D N V � O M 0 O CA 0 pp Iq v p s') C] 0 0 0 v 0 0 m C) 0 0 O p O O 0 C) O V r r r r r r r r r r r r r T V Mr r r r r r r r r r r r r r r Q z p r r r 4 Q CD0 0 0 0 0 0 0 0 0 0 0 0 U U) C) U 2 0 0 z a cn w w Q w 0 7 CL w UU) O Q Y d Z LL ~J Z W U) w O C) > u� T Q C) Z Q Ir w w cn r O uj LLO 0w0, H n v w w cr w O H c W > w w U) U) a` Z ti oo v o (o 0 0 n 0 as M Q r v C7 M M CO) v Ln Ln Ln LO Ln LC) (0 w n m In Ln to U) Ln Ln Ln LC) Ln 0 Ln Ln LO U) IY) W m O O CD O O 0 0 0 0 0 00 O 0 OD OD OD 00 co00 00 00 00 00 00 00 a0 OD CD � 2 vvAv v vvAvv vv v v Cl) Cl) M M M Cl) M CO) M M M C) M Z Ln Ln Ln Ln Ln u) W W O CD o O o O L N N N N N N y cli n r= n O O O �O O O O O O O O nO N Ln co m go 400 co00 � N O O O O O 00 0 n0CD CD O r r r r r r O O O 0 0 0 0 O O T O O O O O O O O 0 M Cl) 0 C) n n m Cl) v v Ln 0 co co a0 00 co m 0 0 r r o 0 0 0 0 0 n n n n U co0 co0 amo amo n LD �CIA N � � � � a o v — Z � m � 0 V) U) u U) U) Cyr) — — Goo (� CN) Cl)) Cl)N r d a a a 0. a M Cl) N O co N c0 T W O v a Z Z N N O Ln ZWQ 2 c co LU ca ° o > N N U ca C N � W } r y L] � J 2! M Cl) m 0 Z m a`�i rn .0 a — z O - - w oCL 0 O a C x C x o = c Co x x a.9 a vUi 12 m a) u (n 0 m u_i 0 LU F U m ❑ m m Co m a) ❑ O U) O co a LL 2 U -j � cn -j U) H v CO N O O 0 0 Ln O O N v O 00 Z M co 0 Lf) O O 0 Ln n O N n m O (D O Ln v Ln n O O Ln D M O O N 6) O v O Cf) T 0 N 00 C)) N — v Ov 0') M N O 0) v r a r 0 0 0 0 O 0 0 0 0 0 0 D O O o 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 O o 0 0 0 0 0 0 0 0 0 0 0 0 0 0 O 0 0 0 0 0 0 0 O 0 N N (14 N O N N N 0 O N N N Q) (f) LO Ln to Ln 0) Ln m Ln Ln Ln Ln Lf) Ln Ln If) Z w N N cn M Ch O co (D (D co 0 (D (D (O c'7 O W 0 0 0 0 It It v v v It v it It It cr) 010 O O O O_ _O CD O O O O 00 O O V r r r r r r r r r r r V r r r r r r r r r Q Z 0 0 0 0 CDO 0 0 0 0 0 0 0 O O U O z U — Lll z U O_ > m � J F- W W 73 Q ¢ N a Q W 2 Y W fn J Z Z Q W j Q o Y H U a j O W (n ❑ U W } H Q _ ❑ ¢ W ( O z 0 U to ❑ = Z } L } O W W UJ W W O iz � W Z Q J J Z Q J W LU j () � � 2 m m U a` H I Itt r N Z v rn a o Oi O N 0 v a R a y Ix O) 0 0 0 0 0 0 0 0 0 0 r N N N N Cl) to CD 0 co to aDcD w O CD cc co (D cocD (D cocD w m 0 0 0 0 0 0 0 0 0 0 0 O O O O a a co co au ao co OD co co w 0o ao CD co ao ao 0 co (� (��? M ( ch � M M Cam") ce) c cam') cam) c�7 cM Z LO Lo Lf) Ln T r T T w w N O Ocli a 0 ' 0 0 ti N a 4 O O a O I- ti CD r T co (V CD M M M M M O o a o 0 0 0 0 0 0 0 0 r T T T r T # a o o O 0 0 a O a o 0 0 o a o 0 0 o a 0 0 0 r a o 0 0 0 0 0 0 0 0 0 0 w Om 0 N N N N N r r T T O toLO N cD (D to CD m M M m M M r r r O (o 0 a W) u] Z a LO U (j N N N N 0 U CD m M O O IT r T LO CD N N N N N U U U U C) T T r r Q 00 N d 7 c N � J Z z N C N Z r U 'Itl to , C C wwN m y y ' n N a a y C a 5 Q) ai OWJ o a ar a a> Z C u! O •E � (0 Z7 O CL O O y •O O 7 U V a ¢ L a O C O N 0 `p N O (D l0 r � `O �7 a v m Q- m ,� rn o v :- w a y y t r E w U) N YO n w °��' o (n y cn r L) -i U) 0 � a -i cn o H M co v N v N 0 a O O u7 'cf (C') 0 O a z (- c0 M 0 N r CD (D N O IT a C9 m Ln co a O W a M M (0 -- 9 CO N ti rn (D r v N M N co Q N O 0 0 0 0 O O 0 O O O O O O O 0 a O a 0 0 0 0 0 0 0 0 O O O O O O 0 1� a O O O O 0 0 O O O O O O O O o (D a 0 0 0 0 0 a O O O O 0 0 0 0 0 O N N N m O N N N W N ti N N 0 N N Z 1C] LO CC] 0 O Ln 0 LO (C� 0 0 CC] (C] (C) Cn �1) 0 cD cD cD (D a cD cD cD (D C ' (a CD cD a O :) w N v v v 9 v v 9 v v Cl) co O m O 0 O_ O_ 0 0 O_ _O O a O_ _O a V = r r r r r T r r T r r r r r r r O a Z o CD O O o 0 0 o 0 0 0 0 0 0 0 O a z O ¢ z ❑ z w ¢ a a ¢ O U O a U w w V) v°Di Y J = Q ~ J M w m r ❑ J w Z = C m LL 0 ¢¢ o z U m z ¢ p u) aOc O a O L >zLU ¢0LU Q w ¢ w w Fn d) _ 0 O w w > . 0 0 0m U ❑ a` zo O O co O n Z `v co CD ciO CY O u] T T a m Q N N M �o r a Y U (moo m u') LO 0 rn ti r— r— r-- r~ ao LU CD (O CD (D CD (.D (0 CD a 0 0 0 CD a a CD 0 0 00 0 0 LU m co 00 co co m 00 co a0 co 00 co 00 ao 00 Z LO u) If) LO L) LO T r LU LU N N N N N N Q U) Q N O O OO �O 00 O O O a o O o T O O Cp O 00 co a0 00 a Lh N N N N N O O o 0 O 0 0 0 0 r T T r r r r O 0 0 O O 0 0 0 0 0 r r r r r r T a o 0 0 0 0 0 0 0 0 LU m z z z z z z 0 co 0) D) (D N N N n n ti ti I- n Lo 0 Z IT v IT O O In It v v v It v co LO LO T It ITC') N N N N N N cD N N It r- N r- hI,- r- 0 c0 N T L ZO a O Z u� N o ap a) w rn rn w Z m C C C a/ LUo ui + N W W ~ N a O O O J N � w m - - - U- (� N LL 1n v) vi O W a 9 7 7 N J � � U) T A A V D o Y� Z ' 0 ate-. N V a LU (M C U) U) fn (1) U) d7 _ M x o 0 a x o E o a s x LU � H y H i9 a 3•-- N [7 @ L Q L D7 r r r F NN U y V C7 U 0 O O CA y w � a F N N (D r- r-- r. '� c LL Q LL U) -0 U) d O U) OO aO o LL 0 U H O 0 Lo LO M to O a 0 0 CD 00 Z ll� 011� 1p CD O O h r� n M N a w co C9 IT 0 u) r CD CD O N r 0 2 LO N N r �-- M CN'7 C4 It mDD a0 Q N CJ r 0 0 0 0 a o 0 0 N N N N N N N O o_ o0aoo a) _ z n[ u) U') � LO �1) � � � r T T CM c*1 M CO 6 CM O Q a 0 0 0 N Z) w co M M c7 IT O O a a 0 0 0 O O m a O O CD O O N N N N N N_ O _ U T T r T r r T U 0 Qz o 0 0 0 0 0 0 0 0 0 0 0 0 0 z � O z a O O U m d OU U) w a d >- cn LL CO z u a Q Z 0 c W fq H LU O z LLL = p z LL O U' Q U N C} 0 �' z cn w w w LLJL (f' a C w W > 0 O 0 w ? w LL 4 Z O (D O O O N M 0) O O O 0 O CD O O O r a� Q O lI7 d Y O O 0 0 0 0 0 0 0 0 C) N m It -It LU (D r- r- r+ I- r+ r-- ti n ti n n r- r- In l- W m O CD 0 0 0 00 0 0 0 00 O O 0 0 Oo Oo Oo co co co co 00 co Cd c0 00 CO Oo ao Go U ce) Cl) Cl) Cl) m M M Z rn LO LO 0 rn Q T W N N CQI N Q � o 0 0 0 0 y ti ti i i r.- CD O O O o n Cl) M M M M CM M n Cl) o) M Go v v Iq �r It Nr ti It It Cl) W) (D v n rl r� rl r- P- r- ti P- r+ a) 0 O O O O O O O O O O O am 0 0 0 0 0 0 0 0 0 0 0 0 o a 0 0 0 0 0 0 0 0 0 0 0 0 0 O T r T r a o 0 o o 0 0 o 0 o o O 0 0 O O W CD v o to N _ It CD M N to O r- N N N N N N N N N N Nr ti 0) > r- Cl) CM M Cl) Cl) Cl) Cl) Cl) Cl) Cl) T Z Cl) IT (O Z rl- O 0 0 0 0 0 CD (D 0 0 't 0 rn O O to tr) to LO LO rn r0 LO rn LO r• N to co co N a T z0 r Z Y ZIT r uui drW O D H 4 u N r N pLL N V) N Q W } c U l) O U O A E N N m m Z7 0 Cam@) N U) 00 a (� a a a m is c dEL _o o @ Q N R .0 3 Uo a yC a C @ .p 4 w cIM . �+ o N N @ m @ (o@ o .0 o 0 o H E -1 `- > Q) • ro L L aQ V)i F- O r- (D O O r- M rl- W O r O O O ►n O Z O o (3) 0 0 It 0) ry rn O rn O o o rn 0 v 0 of rri rri rn 0 rn rr) tri ti o 0 o T o O (D LO M I- N N O W (D N OD It O O C7 'T N N r Oo O O N 00 a L O O O O O O O o 0 0 o O O O O O O O O O O O O O O o o O O O O O O O o 0 0 0 0 0 0 0 0 O N N O O O O 0 0 0 0 0 0 0 0 0 O (D (0 O O N N N N N N N N N O N m 0) O V IT �- to Lf) rn 0 rn 0 rd) LO It! r(7 0 Lo U') tD LO tC) Z M 6 6 0 6 6 O 6 6 (D 6 6 r N C7 M D W M � v V Nr IT V IT IT It It It N O MC-) 0 co O O O O O O O O O 0 0 O O O 0 0 L) r r r U T T r T r r T T T T T Q Z O O 0 0 0 0 0 0 0 0 0 O O O 0 0 � U U Z EL H CL Z U W W Q O Z U C7 U] a Z w LU Y (n Z 10, N Q W U U Z � O U a ~¢ _ Q = Cl) w d O z CAI) C3 W Q O J O p Y O U Q W W Ix w 06 W O Z S W > 0 H H z U-) O COD N c°'o ti O r o a w LO ° p n r r- LD o o T O N LO CD CO (h O y Q Ch c) N rn a Y (n 0 r- r- r- co co CO 0) w 0) o T C) W n r- r- r` r` r- r- r- r- t- r, ao m W m O O O O O 0 0 0 O O O O 0 a0 co Oo 00 Oo GD co co Cp m 00 m OD z (n Ln V) (n (n CC) Li) Wcl a 0 0 0 0 0 0 f.. N N N N N N N QV) C) O O 00 00 O O N r• n I i P- o i t` O O O O O O ONO Cl) N N CV O O ~O O O T T T r Q Q O a o 0 0 0 0 rn r- 0 m T w O C U_ (M ce) (n Ln U) LO N r- N N N r r r r (n O IT 1- 0 (n LO r- m [7 N (14 N 0) O Cn r r r r N N (D CD W N 0) z r Cl) Cr1 (") (D CD (D r r r LD r h r r r CD CD CD Cl) m m 00 CO N m _ z zr N N C C N z .O O U N W O O1 Q .� pCj U WTN N o o L,L O N � O N (n - a) @ W CL W Q Q rn W L O L t L CD CO Q) Cp Q p a) N F ~ s Z 0 CD d Cf) a) (D U U (D a (n Q` LL .Q w 0 O � Q d E C L � Q x N V U 0 N LL Q (� (1J O :. N y N (0 mU) m Cq U (A O) (4 U U O O) E W 2 N :� (0 O O (0 4) 0 W w N CO C✓1 Q CA (n J Cn d H O CD 1— (C) O O 0) O O O (n O 0 z O (D 0) N O O CD O O O r� O 0 O_ O (M LO V (n N O (n V) (D O O Q 1- 0) U-) co co � h N — O 0 N LO Lo r N co N. CM N r 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 N O 0 0 0 1C7 Lr) 1- 0 O 0 N N CD O O 0 O CD (D (D O O O (D CD O N N 0) N CD O m N 0) N O O H CC] Cn CC] Cn Lr) W) (n W) In LO Ln CC) Ln z cr CD C7 O CD O C"? c] Ci O CD O N (D n W N m IV IT Iq 0 0 0 It V Nr 0 N O m O 0 0 0 0 0 0 0 0 0 0 O 0 U V Z T r r r r r r r r r T T T r T T r r Q Z O (Is0 0 0 0 0 0 O O O O O w w w = ir U d 0 > z w z Yco z 1p Ln } } H U o Z Z U N z w rr a U U w H v i!J N Q 0 m Q N ❑ U U) J S w z N Ir { O U) N Q U) w ti J ❑ w Q w Q O H w m v W w LL 0 Q a W O Q c < w > J J J D CC ac to L H O O M CO ,n OD N z O � 0 0o O� v M o of o r- ni 0 O Cl) 0o m N r Cl) Ncc r m Q r r cc EL U W nN o r o 00 o o 0 0 m 0 0 0 co O 0 O O 0 0 O 0 O O CD 0 O O 0 _ v v (30 d% v ao v v co v v v A v v v () M ('7 c cM c7 M M m Cl) Cl) c') Cl) z � � r W W CD0 0 0 0 0 F N= N N N N N Q rn ti t` h r� r` pN o 0 0 0 0 0 0 0 0 0 0 0 u� to M m 0)CD n n ~_ O(O O m0 0 O O CDO CDO O O DL r O O O 0 0 r r M M T fM C+m = Cn w m = O O 0 CO Cn 0 0 > > > > > O O O N N U (p CD LO 0 0 0 LO 0 LO Ln to N _N r-- r` r r r fl n (D CD (D O (D r r r Q o 0 0 0 0 00 0 0 0 ce)0) Cl) a o r CO N 7 O ems- (p U Z Z o H U U W CD a) W H N o m m > N , y �y Q u) un V) W) 0 °' Lo ,n O O r T r r E r 1r W E a U U 1 ((a `"0 0 00 0 0 0to co H z ' 0 0 4 0 v 8 -0 cr w T U 4Z U .0 .O .O .� .� .0 W .0 .0 N N LL ` ` °'o X a a Fi a s `o .°O x a a_ o w �' m a�i m a�i m a�i m a�i m 2 ? to o O E cn m m m rn m � E`- co rn cn cn o 0 H (V (O O) O) r• U') 0 F- 0 O LO N 0 LO LO z CA r` O) r (p N r (p O O O) O (n Cl? O O O N O M 0 0 r Lo Ln 0 r- M N 00 CD M 00 N O N Cl) O Ln 0 CD (p Ln r• co N N n N ti v r N Q N N O O O O O O O O 0 O 0 O O 0 0 0 0 0 0 0 0 0 O O o 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 N N co CD (p CO CO CD N N N N N O O r r = W CD rD It Cl) IT IT � OD M 00 O) co CD � � � M CD a0 CD co O m 0 0 O_ 0 O Q _O O 0 0 0 O_ O N N U L r r r r r r T r T U M r r r T T O 0 0 0 r _T r r Q z 0 0 O 0 0 00 O O 0 cli 0 O O O O z 0 rn 0 Q J W Q U Q w } >- a (h } F- O Q Z Z 1p o L) g Z) a � z w � O U 0 00 LL a z � (n Q 0 N J V Z a 2 n iU � 0 0 O d C Q a` Z O O O O (9 00 r O r N 0 LO Go N OD co LD N ED o o cc (D T co pp a) Q N @ a Y I� CO Cfl O N M ♦t In 1n In Ln aO m co O] Cn m 0 O O O (D O w m O O O O O O O O O O O O c0 CO co e0 c0 m co co M co c0 co IT IT It It IT 'tt v v � U m m cn m ci m m m m m m m Z u) to (n 0 ul 0 u> LO w � o 0 0 0 0 0 0 0 N N 0V N N N N N Q N CA 07 [A a] OS W p m a O O O OO O O OO O O O CD O 0 O N co 0 0 o 0 T o 0 0 0 a a o 0 0 0 0 u') m Go OD w Cl) U 1- � O N co t!] IT LO W a1 m 0 a a) N °O m N T > CDO O C C N ILn O 0 co CD (D Z O CD ti m m 0 cOa O Lc) `T ko N a� 00 N :3 F-- r O OL Z O Cl) ?' Z � V- (Ii- CL o ' ~ N LO y O LL O N O N C Q7 co C � N P3 (� Or J m O ca T j Cn Z r Z OZ LL [L [L cmc �' D = Al o U o y y U ad IfO ca s -a E 0 0 m 72 V} a7 O O O w m c w �_ X O m m q> N (!) LL C7 m LL I7 C} LL CO Z (D CD O 0 m O r O �n 0 0 It N O O O CD O O M LO O (D T Ln 0 CO � CO co � N r ti Cl) N N N Q N N CD N O- 00 0 0 O (D N O O H O � Lc) (D (Q CD U? � 1(j O O O_ O_ Z w (D (D N N (D Cl) CO) 0 0 0 0 0 w O N N O O N Cl) 0 0 0 0 0 0 m N O O N O clq _O O N N N N _ _ U C T r QZ o 0 0 o 0 0 0 0 0 0 0 a J b U 0 Q Cn a �+} } Z O m z g o 0 o o w co LL z z ~ -i � °a g z w (n U m m LL Z 0 Y � y OJ Q a Z O U J w Q LL ti Q Z U Z4 = Q Q w LL a w 71 Q m U LL m (an a z $ E % K % 7 S k 0 r 0 F 0 § ® Cl) 0 o n Cr) a ® ® ® / L S 0) E 0) I $ 0 0 0 G w m 2 2 2 G 2 S m OD Go Oo 3 § qCrG / c / c $ � 7 z LO c LO Lf) e r L C CD k § � � � % k k d ¢ 0) k d d d CD § R o 0 0 0 0 G S S 2 k k q g - a 0 0 0 LO w It 2 w n > n n ~ k § � � w ® ® q g 0 k m 00 / 0 0 on k k co 04_ d 0 % 22 _ wLu � k \ E E � E IL E § f a t £ t u § g 2 k 0 'a 0 CL z z u ° � § % ¥ 2 k / - ƒ : 0 � I E x ® 2 $ w _ - u z ca k2 I 7 u } % E / I \ k� k k m r © 0 0 00 @ -i LL U) E ICL Q e o 0 o w o 0) o o Ln � z g R 9 M M G� r o � c 0 S 2 f cn It 0 § ® % co o n \ R 0 « � 0 0 G S R 0 2 / § / LO k k 2 2 \ 0 w 2 Cl) 0 0 Cl) 0 0 cli 17 \ \_ \ \ z \ \ \ \ \ n 0 / \ 0 Ew < \ a) E 0 ƒ I \ 2 § k 0 2 \ z / \ > § \ z L D w0 0 uj co & z o g ❑ $ � \b LL z z § k w - 0 LU 2 > \� z0 0 \ « LU < > \ i I o & m @ e \ u > m < @ e m R o > < <0 « CD z § R R 2 $ 8 0 2 $ / 0 P- - k ® f �CD ID w 3 A E o 0 G 0 R - k k / \ \ k \ / CO) 2 2 o LO o LO LO LU LU G G O 3 G 3 G 0 22 JQ CN S $ $ S2 C) 0 0 0 0 0 0 0 / / LO m CD o o m � k 0 k $ 0 \ CLU g C14 o tr) # « Lr) Lf) Lf) o C p G m CVm 4 q 0 G G 2 } \ \ \ k k \ \ 00 \ 2 § d § 0 CL § C q k c ix wo E � LL I.- cm a Lu E k k 0 0 p / $ Q § \ k z 0 \ w � 7 \ \ U 2 0 G k E 2 [ [ p 0 � a ■ $ © 0 0 c o o @ § » Q Q $ b $< k k \ CD \ $ / 2 - = 2 LUa 2 2 E / / CD z q 2 \ 7 CD 0 0 G $ 2 E k 0 2 / Iq IT � ¢ p & a ■ � � R \ « � _ 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 C%j o C4 0 0 0 0 0 N Ln w o o U') 0 0 0 0 0 to o 0 _ CN o o � CIJ CN CN c o m z Ir 2 7 9 V R 9 9 C e 9 9 k § NC G 0 C) \ 3 k \ 0 7 m R f 17 m a 2 G k \ \ C� 0 / 0 % 0 \ k 0 2 w > 2 \ \ z w / LU 0 a LUk LU w E o LL E 20 0 d / 0 % / LUU) 0 Q <I < LLJ z z > LU z E 2 � < LU R 0 0 0< 0 / z 0 - w LL o ¥ � n < < 3 \ F7 < a - o Q - ƒ m z > « < \� \ /d 0 0 ƒ ƒ z \ S G 3 J 8 0 § $ � � k 1- 8 2 R n c o { « a W w § Cl) C.) 0# �_ o o LU x LU § v Go Nt co � CD co OD OD co Q z) n A CO) n n A 7 r n n n z r m LO LO o 0 w \ d d d d d d 0 0 \ C § \ 0 0 � \ 0 2 a o w U o c LO U) U") � Lf) LO 2 n tn (D r- — \ \ CE D } o 0 0 0 0 0 0 > o nco o IN 20 2 wLO r r r R f f g g 2 � o % u t \ § § : : 0 $ c c c a ' 2 R E [ J 2 \ \ I A % a \ 0 \ \ k / 0 cu K B o u co co a \ _8 w § 2 � 7 \ P o « 0 0 I < a m o LO o LO o e # 0 7 0 2 z 9 9 m o m h - o 0 / $ ƒ $ 04 r- 2 $ m q % n $ o a % 2 S p G p C CD 0 q G 0 o 0 0 4 W) o 0 0 e § ¢ $ q $ q $ 7 G @ 2 § w 0 m � � Q G q w v 0 ] 0 m o _0 0 0 0 2 0 0 0 0 k z 0 CD CD \ \ 0 \ / 0 / 0 0 � k LL w 2 IL < � g / ECL k / co 2 cr Szi w a 2 \ LO w $ ƒ g k o U) 0 >< z / § k w / w 0 \ w Z z < � o < I � z k w $ \ E ow \ > M- z ƒ E/ /w m / z 2 g 2 Q k m 0 7 } « § Q w \ 2 N R s § § \ � v co co U n n n n n Cl) z e o LUD \ d d k2 « * # 2 / / C _ 0 � a « _ w o � a 2 � to 0 ro � w 2 & G U Ln Ln C14 C%J C14 N V- r- l C m m 2 0 0 = o = c C4 20 2 U C4 @ > _ g § n o 2 \ E 0 CD L z § E k k k 0 \ \ (L ƒ a- G- a- (n \ \ a § ƒ U) 2 U) q 7 % kqz q q f = C N to C%j 0 CD CD CD « e \ \ C00) 0 0 0 0 \ m § 0 C 0 a _0 k z 0 0 0 \ 0 \ CL k z w U) 0 3 2 § CD z R 2 � \ \ \ } z Go o§ @ coR $ 2 E E CN! J 0 o q k a k § % - 0 p 0 L f = m 3 m Lfi W & ul CG IL LU LU % _ A§ 04Nq \ qq w m g $ co co co co � co co U CO) n n / n n n n z � LU b » � w ® R Q % - � Lc) f \ G � \ \ k � \ (D n o _ w o o co CM 20 z r e LU $ $ d) > � � 0 g ~ co E 2 a) _ & 2 § E e R z m » - @ 5 qn - R R S \ k co w \ k E q ƒ 6 < $ (D e e B / ƒ \ 0 '\ k f k ƒ \ } \ U k / z $ E k E % % $ $ & o k 0 � 0 % § 2 a \ C Cl) G « Cl) o C%j E E 0 S 7 R S E e \ R \ U \ k 00 \ § w 2 0 ¢ N I $ k o n E o 00 0 0 0 7 k ® ® \ ® q \ \ « z G G 0 G 0 o 0 0 G 0 z $ \ o w � m d � G 0 2 § .. I z m z E o / Ld z \ E k k o < z» z u \ 2 / / § \ q J 3 d z < I _ CC a- w E5 $w $b ui z < 0 ƒ - CL > < « <0 < m m 0 0 Q » ~ O 'ct lA O m Z O lL7 N N M N O O r co I- to CA N r M N N N a) Q ~ a Y *' N N N N C) v v V V 'W f0 CO L) WM M M V) M M M C) C.) M C.) Cl) co M W M M W r r r r r r r r r 10 r r W CQ �0 a0 a0 CD CO �Q �D �O �D �0 m �D m m 2 � v v v v v vv 'rAA v () M M M M m M m M (1) M M M co Z at O �t v U) u] O O LU m � c� c� V m m r 1- N v LO1 000 It co uM) � O N — m m LO v O) m O m r 0 0 7 C) 0 0 m O 11- ti m m m O LO In LO m Z O m m m m 11) M m M M y Ch M r N N N N r m (3) m m m It v C7 M 00 N t r O OZto C c c Z CC r o ,c ;c L (a C13 LU N h H H ENQ) 0 0 w 0 C 7 fl m U) O O W N UUUUO } C U CO CD (D co w CD mJ a)) O C) O O Cn Q 0.~ O cn � U) ul � 0 o 0 0 o w O O V U C C C C N O O O O a f9 l4 o 0 0 0 a 0- m d o = U U Q V (jj vi ur v) N U w_ V U cc U p a) N N 124! 1212 a Z a W N O O O O a) N N W N W O ay O O 0 J d d L d Cr CL U) U) U) U) a- � 5 H O N O 0 O O O O 0 0 0 O O 0 0 z O It )1) O m )C) O O O 0 O O LO 0 0 Z) LO In r C') N N r )l: 6 6 6 6 1l: O O O O 0 N N M N T N N N N )� m 0 0 ar G r rco 0 O O O O 0 O O O O O O o O O O 0 0 0 0 0 O O O O O O O O O N N N N N O 0 0 0 0 0 O O F- ti Ln M M M M O O O O O O O O * W m 0) m m m m m N N N N u) u) m O) m m m m m lf7 m LC) Lfl L) Lf) LC) LO In LO Z LL' C) v v v v m m c-) C) M C) M v :D m �D N N N N v v Cl) Cl) M M m It v m dO O O O 0 O O O 0 O O� C) C) CD OfD r r r r r r r r r r r r- r r U � o _ _ _ _ _ _ _ _ _ _ o r o 0 r r r r r r r r r r N r r N Q Z O 0 0 0 0 O 0 0 0 0 0 O O O O U) Z O U Q CL U J U _ J Z Z Z 0co J U Q LL J W ZO O C3 W J O °" W L) = N m O Z Q ~ Q u, z O (� Z 5 s W Q H = U) Z w T H 0 _U Q Z W �I W Z p- Z Z )U U) Z 71 x U) U) m c 0- j U m OU C)(n 0 W Z a` z \ 3 2 $ % co o$ 0 0 0 S k \ S ® $ S $ cm ■ o _ « _ 0 6 Cl) w w / * c o = Go = o o N n n n n n Cl) Cl) n _ \ k � \ k � � k \ C k k z - d 06 � LLJ � _ L \ Lf) k G G Cl) IT o o w G R % Ln & 7 § g $ IT g g f E g g < o c o c o = CA Cl) o I V 20 � / § » £ e o a) e 2 L o ' a a a a @ 2 / / 2 E >- E 0. CL CL CL Ex w m co a o a ■ § I w ƒ J f E Q E � a / z § 4 k � c R E 2 q § 8 u \ 2 k 7 2 � Ca K LO E fn k Q � 2 5 a 2 a � ■ § E � \ e a E i 2 g ' b e w Ir of w 5 e o to r- o = N o e c o o % z 9 9rl� @ 9lo: 9 n 9 9 0 m o w _ o r CD w to a » q 2 & $ 7 0 \ ® 2 7 w & - n n -7 & # 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 o Cl) o c o 0 0 0 0 0 0 0 0 0 § F- p p E p 0 2 0 E 0 S LO LO LO « 0 LO 0 f o LO 0 W) z ■ e w w w w w & a k w k § CD § 0 0 0 G 3 0 7 0 G Q M 2 \ \ \ \ / \ \ d \ \ « z G 3 o G -00 G G G § G G k z o < z -i LU z 20 z 0 0 a- » Q co LU q E Q 6 wCL _ 3 LU } z k R \O o In z < � g � / w _ LLJ w I g $ < 0 \ $ z J A � x w » z <o z z z Q� > w ƒ LLJ LL 0 $ % 0 z ) F- cD us o 0 o m " z (3) Ci o 0 o Cn N v oa o Lf) Lo 00 0 IQDG) N cce) N N N d Q N 00 y a Y to Lo Cn Cn Lo Lo Cn Lo CD r- (3o 0) m O U LL IT v v v IT v v v v v v v Ln LLJ m T T T r T r T r T T T T T T W m w vm co co co CID m CO 00 Ict U m Cr) C'7 c� CW) CO) cva cv1 Z 44 0 N CD W Cn CD N 00 O O r N LLI M n] U O O O O O r r r �. In ko In CD CD CD 0 CD cD CD co ti r r N 0 U-) LO 0 rn 0 Ln CO Ln c7 M N N [D Z 0 0 0 0 0 0 0 0 Q M N N N 0 it v it v v v v v CC) N CD CD CD CD T r T r r T r T N O 0 0 N N l4 O1 t� Q- Q O a Z z0 to c ZLUG 'E f a 0 C W ~LoN o Q U Q > r C •— = = 0 y C C LL O N 0 0 ❑ LU t 67 ❑ E E 0 Q LU >- io a a E c a) m •� Q e .a N 0 H U Ln _m r t9 a , cn C3 z ti Cs a t0 a+ ❑ U �° E E N a 2 0 0 0 N c D m ate) m r rn t CD0 m m N G j Y_ C Y_ Y_ � LL A. 0 0 U W N w C4 S4 CO 01 m W j N f0 L] U Cn 2 LL 2 2 -i U Cn U z Q 0 0 Ln 0 0 0 0 O 0 0 a o 0 0 o Ln o 0 LO CO O a O� o Z) T O W r n a0 N r O U") LO v a0 Cl)' - ^ to CD r co LO N M N Cl) � CD (D Q 00000000 0 0 0 0cn 0 N N N N N N (N N N O co a0 O C) Ch C7 0 Cl) M cry m M Ln O CD CD N O 0) co 03 O CD 0) O a) 0) O m a) O 0) Ln LO LLB In LO Ln LO Ln LD Cn Ln W) In W) Z W v v v v v v v 4 0) CD CD M M Z) LLl N N N N N N N N N N M O/� m 0 O O O O O O CD � C7 CD O O O V T T T T T T T f T T T T T T Q z 0 0 0 0 0 0 0 0 0 0 0 0 0 0 uj uj J LLJ Q O a 2 z O a N ] O m Y } U N n LU g ❑ UU W j = Z rQi = N_ CO W ❑ W LU LO U Q J Q m _❑ o G U W U 7 LU m H 0 J J co LL Z Z m CnU 2 Z = Om m m U HU c z 9 O 00 N O N r co A N aD O O 0 (D OD cD r M N M 117 Nr Ln In N m Q tO co r N R r a Y r N M 'T Nr V tt cA cD 1- () w LC) LD L) L1) LO U) V) 0 U") Lf) w m CD 00 t0 00 Oo Oo ao ao D 0r0 D v IT IT IT 3t 0 L w U 0 OD CD N Ln Lf)_ _ 0 0) co 0 OD 00 7 r co N O 1c) Z co C)) L) M M M M M O t- r O u) r It V V IT v N O IT CID 1c) a) a) a) r r U U p z Z r (a C c p a) a) a7 Z r O C C C d W w N a � 'e� is a NLu CO u aS *6 ca c°i E � a� w (ryN E w w � m E J w T p 2 a a a- 2 �' d 76 ad Z E jE cd yCU w yy 0 H 4 U U O JCD 0 H cd CD Z O O N OD CO CO CO OOD � ^ OD :3 0 O O Qi Oi 0) Di w 00 (0 0 LI) O It N N N N 1— Nt O O N Cl) IT M M M M N It 0 LC) Q cD N O O O 0 0 0 0 0 O O O O O O 0 0 0 0 0 O O O co N Cl) 0 0 0 0 0 N co O cD (D W O O O O O Cl) (D 0 m m CT) m 0 m 0 m rn am m H cn ►o Ln Ln Un cn Ln to u) u) z w co v ri cri m m c*i Di v to 0 =1 w N 00 O M M M Cl) IT co N 0 m 0 0 _o 0 0_ U o_ o_ o_ o 0 0 w r r r r U 0 r o r r r r r o r Q Z o 0 0 0 0 0 0 0 0 0 0 z Z U O ❑ z U) w 0 i Z w w w ca w a z N z a 0 0 o Z) a o w w z w w ¢ 0 IT = a 0 Y w ELn o 0 z_ w a w ❑ z r � O g N Q = � J ❑ w Q U H Q m 22 Z m U` Y = m U �m 22 LU _U U CL > CL C� U cl� Ir 00z a` F- O O o o CD co CV CA z 0 0 Ln 0 Lo cp r (D N O O f- O a) N O 6 to fmD O N IT 00 LO Lf) N r2 - - w Q r cp r r r ti � � � a Y00 _00 _CO uo7 w ED CND AND CDLMD U w V r r r r r r r 4A OD 00 OD 00 00 co O 00 00 00 00 co « L+�') C�7 (� c Cl) (1am] Off] (Y) z U) Y U W 2 U W F- Z u ir a C J H 0 F- IT Go a U) w w 0! a CD U U N N co r O IT OS OD LO N 1> W) tf V 0 - r N v - r- coM 0 0 m o r r r Cl) N O O N Cl) M CD 00 LN LNn LO CD O In ~O N O co CM7 N CO N r z0 Z Ce LU N W > lL N N x O � J U c U) � Z U Z 7 O X m X f� LO D a (D (Da w w w [j o U Li ii CL ]+ T ySa Y 0 0 Y ¢ W L � cs ro w 0 7 7 Q_ Q O m U U Q d H ii CL Q Q rn 65 z 0 0 0 00 Lon O LQ O O� � O 7 Z Z) LO o ui 0 rr o C) o co LO C7 Co O N h O O P] LO N m � m Cl) Cl) O r N] L] N It Nr N O M r a fD r r 0 0 0 0 0 0 Ln 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 N N N N N O O o 0 0 N N v v v LO O N 1�- 0 O co (D O 0) m o O O 0 D] N N O CA LC) Ln Ln LO LO 01 LO Ln Ln LO LO LO z r r cei fD (6 C6 co of � Wm M M M (DM v N N CD O 'T 00 0 0 0 0 0 0 0 _o o_ o 0 0 r r r- V r r r r �_ O r r_ Q z O O O o O O O O O o O O } F- g ¢ w LL ID a 2 LU w O w p (D U) - U 2 U a Cl) W U J z Q m U 0 LL a a lu d ¢ a w U) o oa C) w = ¢ o 40 � o ❑ � p � 2 U uI ¢ U Q CL z Z Z U z d z = O 0 J a rr w H D ��' 0 J c CL 9 (Y) En u3 F- D{7 > a N O rn N 71 0) N EL J M m c r F Cl) w c'7 Ld C N N W) l+} f3 0 J O � O � W Z 0 MCl) 0 r a w x C3 Ea 44 co N J 000 ti �0 J 19t Z Nr Go Z Q O uO — n Z IX T W � cr G N r T W O Y CDti W ~ N U N N `J N r = LL N C? O LU H V {h iH JQ v 00 O N v N O 1� 0 IT 0 a o 1 Octl4 cry W r N O ar Nr C7 W _ c0 N O 3 0. Vk C'> 0 W H Z W U) a m a O m 0 Cn � in Z J O J N W W 11� O 0 W o m W Q Q V d CI 2 z J r� V Z r 0 0 ¢ H W w LL o 0 0 0 a z — d U � C C eev U -a- c!2 N � c 6■d J d a N Q N U � � 7 (� o ° (D N Q -p C r m 7+ D N Z ' O W co z 'C Z L w �' •v y QyO p 0 a a o O U T O •_ ca Co co T ''• 3 c7 70 co N t4 W >- O c w (6 00 LL Q C` CO ° a o 4-s LL, r p O H m J r 0 V �? G� C) r a . r O U U 04 Q co a _0M �; a 13) Z m c _ o o o0 co Ccc LZ U Z �, Q N v CD T 3 In (D CD N 0 O O m 0 e E ad - O c o LU 70 r N O O C o 2 J Lu 'c �]. c e o O O E O c U U O LU "•q W � p a 'O 3w �. ♦q O O m ca :1 ui 1}�— H O N (DQ N rNM r� LL = E F— 7 2 2 Q. n @ m > § / m CL / o / � - Q $ E f § § % 2 0 5 1:3f § / m U = m E > > 2 f @ t $ A / � @ w @ q 2 £ J � k § � � 22 2 ° W w ■ a 7 % k 0 � k / % # k 2U) T F- Z 04 x � f & / oI-- :) $ 2 2 = > 0 2 / \ k 7 A � k r m / o u d � � to % 2 \ 2 ® q 2 » .� J 7 a k k / R \ > M (D § f U) w L c 7 k 2 k ) 10 § o •� 2 § k _ doe E 2 k Lsi o . ��� O N z LO n ( O p N Ln N Q n a rn C) W M r r N N N N N N N N N N Q+ W co Op c0 OO CO 00 m OD co OD OD 00 Cb o0 m CD Go�} m L lL0 Lr)) L co LOO Lkn Lon LO W) ) LO 0 LVn L0 LLn LO L co Ln z Ln W W N a � rn 0 N N (D O O t 2 [2 c)) CN (Ny1 N N CN'] M cN) r r r r r O CD O O O O O O CDCl) CV) M C') c7 M ce) cn Cl) Cl) m r r r r +n Ln L() Ln Ln LO V r r r r r O OO O O O O O O O O > O CO (D cD (D O LO Ln Lr) Ln Ln Ln LO LC) Ln LO O O O C7 0 0 r �rr- ^ � r N rhrL� rL- rh C< Z > > > > > > 0LO0000CDrOLnOLnOLn0Ln0wCDLoC) 0 EL a a a- d d NhNtiN1- N1,- N1- Nh (41- Nf- N1- Nti M O� M Q Z W W W) W r Q ad CDN cf') — r —LO LO Lo — In Cn W F. r LO CD O O O Q O O O — - - O r r_ CD In N N H ND V) fA N (D fD CD Ln Z O a LO Lr) a) a) a) a) a) d N O O CD Z Ul O 13) rn m ai m w w J UN r,) 0 CD W m m o cD is m m Qf a) a) O 0 0 0 L L L r �c z L m CA a_ U U U U U U U U m m m E N 0 0 0 N m N a�i m N s a U U U io Q U E y U U U LO Lo N LO D N N W 'C L.L LL L.L 'j '> 'j 'j "j "> '> CO IO c0 f- O O O O O O ti CD N W) N Cl) N Cl) D) z O O LO O O O O (D r O O l O O O ti O Cn V M 0 0 q co r CDCh m co (D M Ci N fD r OD O CD co N O (D 'T r- LC) B) co cn r r Ct C OD N N CD r r C? C+) r ti O Q v a do (Y i O N cm CD Ln N r O 0 0 0 0 0 O O O O O O O O O O co LO CO co O O LO r- O n Ln O O Ln n r r N N T T O O O O CD co O O O O O O O O O O O O O O O (n O O O O O Q O o O O LO Lr) Ln Ln Ln LO LO LO Ln Ln LO Ln LO to Ln Lo z Ix o 0 0 0 0 0 6 0 6 6 0 0 6 0 o 6 =) Wm 0 0 0 0 0 00 CD O O O O CD O N N N N r 0 N N CV N N N N N N N V O G) O W 00 W O O D) a) 0) O O (7) O m U = W) Ln in Ln LO LO L6 L6 ui N L6 In L6 LC) LO Ln Ln LC) U") Ln LO Ln Ln LO Ln Ln Ln Ln Ln LC) Ln Ln Q z O O O O O O O O O O O O O O O O a O N CL'A (n V Y/ Q Z N G17' 0 T LJ ❑ a d Q L ti ii! LL LU >p fU U .c a` z � 00 O 00 N 0 ti O � LO Gi coo 0 � a co r 0) 0) a w N r Cl) y r LO (d 1+ A f- n t• w ao oo m oo co co ao co co ao 00 co m co co co QO co co ao co co co 00 co (n LO (n Ln (n L) (n M) LO (n (n Lo D z (n (n (n (n (n wQ o 0 0 0 0 H w N N N N N Q a� 0 r p N c� CD �O O O O O ~O O 0 d N M T m o 0 0 0 0 0 co co o `� Cl) r r m 00 (n (n ,n Cl) c� ch Cl) Cl) w Cl) O cco f0 M O O Q O O _U (D o v I IV o N Cl) to (D Cl) ccoo O 0 W) (n LO cl Lf) o o O 0 0 0 r Lr) OD O O NU) LO (n to � u) zOc(] (17 �] LOO a O00 O((DO (o CD -. N fl- O f- f�- f• N N CO N 00 N 00" OD N 00 P7 01 Q Z W Q E 0� N r N cD (O ((0 0 to F } Q _ °' O 0 CDO C9 ~ ' z N w w U rn rn O] (D O QZ p m m rn I 0 J 3 J C L L L C- Of IL a L E o y m E m UUU Um Q U U U J G ca N N N d U w H N c7 � w _O ? � .7 Lo Zco 0 CD O O Lo 0o (() N cn Cl) n O 0 0 0 O N O r (p 00 O 0 N O N N (o u N 0 ((D 01 M O (%A w Cr) 0 Cl) r ti U) r (p a f r r , N lr) N N N .- O O 0 0 0 O N O O O O O r O f- t` h_ O (f) f- 0) r O] N N CD (D _0 O O O O O O O 0 O O O 0 0 0 O O O O O 0 O H LO LO (() (f) In (() (() LO Lo U) (n L) z m O O O O Q O O O O O O O M LW O O CD 0 O O O O O O CD N N N N N N N N N N N N U O 0) O O 0) O rn O U LO kc) iri (n ui LO (ri ui L6 (ri ui (ri (n Lf) u) (r) (r) u) (f] (r) LO Lr) u) (n Qz o 0 0 0 0 O 0 0 O o 0 a LLI 0 CCD w cA z U Q > w z QC LU Q X co o z w z p 0 a r 0 W Q a 0 p 0 N a LD 0 v a LU Z Q Q W Q o z F Ir z CD Z N crs 0 0 p W = 0 w 0 z W J LL J >Luc¢> v2 (D v ° m-1 cai o CD 2 9 9 o § ) ■ � � _ « ¢ k IL - - R Ixw CO 2 2 CO CO � 2 2 2 § G ® � z LUD \ $ � 0) � $ b q LU CD 0 � 2 � q � I $ co k k k S 0 / ± \ Cl) k k k \ 7 \� / 7 N � �� CNO � _ LO » CV) � d ZLU £ 0LLI / a a- ® LU f b � 0 C> \ _ 2 z u \ EP Cl) / £ k \ \ j � m # a N \ / \ m z q CD / \ CD OD k M k k 2 p 2 2 & LO LO k / 0 D w CD CD k k k U G G @ @ G a z \ k 0 \ k 0 � D S < § CD a IL 2 E § < -1 � ƒ a \ 2 R LL z _ z = ± k \ / m � ZCD q O O 117 7 0 00 CD fA N O O N o ID N 0 O a O O a0 C7 0o Q T N co r v a CV NC w O CA 0) 0) 0) CD O O CD O 00 Q w m v It V IT Nr In fn 1n In ul LD In ar) If] T T T f T T T T T r T r (..� N In LO 0 Cn Ln f0 0 0 O In tr) In lA Z LO In LO Ln In LD LO w W O O o O O O Q � = N a n ccr) CCCl) M cOri CQ7 O (D C-0 CO o a o 0 0 0 0) co 00 0n co T N N T N T ik O O Q Q O O LO lf) In a 0 0 0 0 0 Q IT v w C+) O N O LD �] Q 0) 0 a CD Lo co N to LD Inv v co co co co CD m T N N N N (f) co a Z � N co co NOa00 O> 0 0 0 N O LO N m WrnCV N CO co m 0 r- N M 0) CO) Z � Wo m ro ~ N 1 m CA CL U)eif0N E Y a E c) d E w ._ J a) C C C C ID ..� � � � fU � fU N } f�A ZnoZ [4 d Q f1 Q. f1 (D fA J 0 m c 0- Q a 6 F� C a (Dx w w w w c x Q Q V CL li � � Lo $ mmm m o 0 ~u, U) E > •� 2 ` U) 7 7 7 7 N a d U 0 U Ir LL. (A U U (n (q O co U D- co LU z G) 0 Ln r- a O O N Lo O CD (D v W) 00 O Lq C`] O O O C) N a O r� N In In Cl) t` a) a coo 00 0) Cl) M co t6 00 N 0 LO O O 0 0 0 CO N a0 Ce) 0 N Q T N N In T N N N O O O O O N O a O O N 0 0 o Q o O o a 0 0 0 0 0 0 Q Q a o r- a 0 0 0 r- o O Q a a o m v v It co o N [A fA Q f~ O CO (D fn m CA H 0 1n In 1n 0 In IT v In O O In z rc a 0 0 0 O O 0 0 0 O O O O Q =) w o Q0 00 0a O o 0 CD a 0 0 0 0 VCR CA � C9 CC! n (j W cli 7 cl-- avo U ui u) ►) LO Sri Lo 0 0 Lo Lri LO Ln L6 ui Irj Ln LO In In u) 0 0 U') 0 Cn In In In Q Z 0 0 0 0 0 o Q a 0 0 0 0 0 0 z o U) L) U a w U w J z ¢ w = Z w ccdi a Q a N } z m Y LL < ¢ oCN CD uj (a/) (aj m U uJLO = o w a o LL z o N J w H p w w O ¢ _ LL U n J a cn = 0 � U) z w Q w � C ¢ 0 0 ¢ m D w > Lf_ s 2 In a 0 a z 0 0 o N (co 0 OD C r Ln rn 0 O " N co to � Q (L V LU LO Ln Ln LO u') Ln Ln Ln rn rn Ln cm r- co 0 0 0 0 0 0 0 0 0 O O O 0 0 W m LO 4') Ln u] LO Ln U') Ln U') Ln Ln Ln Lf) ui z Ll) Lf) LO LLB LO LU m 0 0 0 0 0 0 F = N N N N N N Q N O O O O O O O O O O O O 0 0 0 0 0 0 OD N N N N N N N N ~ O O O O O O NO O 0 0 # 0 0 0 0 0 0 O O O O a 0 0 0 0 0 0 0 0 0 0 r• co U) CO U z_ z z z_ z_ z z _z _zLO u N LO LO O 0 co (O O 0 w (O (D CD r T O N N N N N N N N N w N v r- Cl) Cl) Ln Ln LO LA LO LR LO LO Ln N C)co — r Z n ti ti ti I- n r• r` r- 0 Lr) n r• 0 Ln Q) O O m O O) O Q) O) O O (O N O O CO) m ` i'? L O Z I L !o W C r r t O N U U U N 4 — � m m m HW Q r Q Q Ln o w in _ J N N CV N N CD p _LD ? } > } 7 } 7 Z ' 0 Ln N Ln � U) � 0 7 v CL 7 7 a 1 r a r �, x x x d v r Q V z E z E z E H H CDrn 3 3 N N N C W z r 0 �" N N Q? N � � -2 U o a ¢ a ¢ a ¢ co cn cn in i a i z ff z o o) o lLq o f o (~p QOi It (O 'I rn N (D O O 0 ti N O r• m CD m CD Ln CD co Ln O h O n m O 0 m Lo O r- co T OD O N N r Q N N r O O O O O O O O O O O O O O O O O O O O o 0 0 O O O O O 0 0 0 0 0 0 0 0 0 O O O O O 0 0 0 0 0 0 0 0 0 O O O O O N N N N N N N N N N m O O 0) Lo Ln 0 Ln Ln Ln Ln Ul Ln Ln Ln 0 Ln 0 z m 0 6 0 0 0 0 0 0 0 O O O O O =) W 0 0 0 0 0 O O O O O O CD O CD r r r _ V m O m OD m O m _ _w O m OODD co coO co V = 6 6 6 6 6 6 6 6 In Ln L6 L(j L6 ui LO Ln Ln Ln Ln 0 Ln In In 0 Ln 0 LO Ln Q z 0 0 0 0 0 0 0 0 O O O O O O CA � W O U U b LU z W IY J — (n ¢ a Q- `1 O U) D- o 7r LU Cam} a ur U = < N co H U a U LL a O ) C� o Ix LL LU w Z r X LU 4 w `i LU p to U Oip LU > O LL 2 J 2 U a` 0 (D coo Cl)r- 0)O w Go CD v co � O T Go q v C, Q a Y O T N C9 It v LO CD P- 00 01 U LLt L LO 11.1 In tf'1 L n Ln LO LO LO L1� LLl m U 3 LO LO t!) Ln Ln i] LO n Lf) LO LO z tC) LO LLB Lf) W) tc) LL7 Ll,J uj N N N N N N O N N Q N O O O O (M 0) N iz n n ti t• h O O O O O O O O O O co (30 co m N r r N O O O O O O L[n LO Lln LO LO a o a LO 0 0 0 O am ,^ T VJ r- LA of co w > 00 CO) N O v IT U LO 0 m L() lA Ln M 0) r-- v _ T r (D aD CV) 00 00 O CD LA Go r 00 O 00 LIB Ln 00 Z LO T O c0 t- 1� ti O m m LLB O co LO O 0 0 O cc CV O r 7+ L"7 lC c C7 C Z �O_+ O `1 L U it w r, N 3 Lu �2 o t O a) cr a LLn t IL T w W Q E a ~ J Le U -D LL c0 (D O _ _ = Z U y 0 0 c t t 3t N IL (!) G) C W m I j G CL a IL o a a 2rn Q Ix _ 0 � CD u v U � (a a LU rn E d H U fn w (A (n u CD x W U U Z (mCR O c0 7 _ N N to CD Cv GO v O ccei 0 LO O O 0) v co0 r- r LO r T c7 v to a 0 0 00 0 0 0 0 0 0 CD 0 0) 0) N f0p [DD a)1 a) 0 0) v N U� Lq Lfl - Ln to LO in Ln LO LO z0: 0 o a O 0 0 0 0 0 o O 0 N O- N0O OO D1O m O O — O = C] C] . O 00 O GO OD c0 GOV LO Lc'7 L() Ln LO to L() LO Ln LO Lo to LO LO Ln LO 0 Ln LO LO Ln W) Q Z O O O O O O O O O O O Cj Z U Z � � H O U O O U w z O Q a w Z Z J U O � U e >- W J LL w Y Q H Cl) J J O eD a N �} ¢ Z O x N W U U wO w U o OCC W Z J z w Z O � z O O a CA v 0 Q } m O LLB > 0 LLU LLL � > U U 0 L a` z % $ CD G k 2 R 0 % � � ® q B s U m tof « cli — } ■ CVCNq � eq �& N qw m n &0 LO 0 « c LC) o � Lf) Lf) § § Lr) LD G § to G G G G G z U") Lr) 0 if) LO � d \ \ CDd d d 0 0 \ C� 0 C 7 f / k k / k k / No k 0 0 k 0 0 \ 0 k 0 _ o 0 0 0 9 0 0 o c o $ § § 2 S 2 § § § G IL o 0 o 0 o 0 o 0 0 Co 2 0) w m U) n o U) Q k_ k k k k k k 0 _ / \ $ 0 \ 0 3 CD 0 0 R $ $ R 0 E S 0 0 R 0 c C k k 2 § - £ 3 k 6 2 � Lam © \ k § � w g - - - 0 C4 � � � � kC-4 kkk LLI k A? / \ \ \ k ( _oZ 2 kLk ' L k C 0 03 m n = x E & \ \ \ Q C 0 e u / f f f m e 7 CL U k k k / 7 7 / k ID / \ w m co m \ \ \ e -M CL v I I I O c O I I 0 w 0 ¥ Cl) o # o W o z R 9 n � o o \ U o 0 q g G R - � � 2 $ % s q 0i LO � f « � 0 0 0 G 0 0 R 0 0 0 R 0 0 0 S 0 0 0 0 G 0 R N � o m o m m 0 a) m 0 ® g 9 R ® LO @ q Lr) c 9 z0: 6 6 6 6 6 6 0 6 6 6 0 � w o_ o 0 0 0 0 0 0 0 0 0 \ k C9 � 2 § cq 2 $ G $ 7 e w LO e a a 0 a a o « z G G 2 G S 0 g 0 S 0 S U) k g C) d e � ± » w / 2 \ LU \ 6 = / 7 L 2 \ LU\ \ i zco < 0 0 fL � by �z \ \ j / 0 o ƒ CO I E b % o ± % « a e � 7 ƒ FZ 0 w \ f \\ 5\ \§ � / 'a t 0 r Q� 4 m d 7J b. W O, a ~O r e� 0 Z ®r,,\ 0 r °a- N � W J $ a 4 �eL r � a o+ a f_ N a r� 1�1Z +J 7, a W � z $ k E S G R CR R 7 / % k N d ¢ a c R $ / ■ \ q � q q R R Cl) wm © © o_ r � r LO e _ 3 § LO / / G / / 3 z 2 U w I Q c z d a / z z e = e \ \ 7 � ƒ ƒ \U q LE) = m % LO k / ir wS\ \ \ / > > -i k c; � Z wWW) 2 k k k aU � 2! 2 ® � o � 0) $ t � : L � f k LL o w z # a § L6 2 G [ [ _ < (D 2 $ a r a ° @ o o c \ = e � a g m = � \ § § c r K § d d U > > L) \ $ k \z $ % \ \ $ p p 2 N E 2 ¥ q \ N � CA CN qT � S S m R E G § g cv g q % G g G R $ @ 2 2 S 7 2 § w G k k k E k E k Uco G E g S k w W a to w e w LO a z E S § G G S G g IL \ » ƒ o & 2 « w 0 m r Q k c § < � q ID z - w / $ Ix b \ L) D 0 j o 0 ca EL Er \ Lul Z \ LU § k { = w u < w < O < I _ CL > m Q 0 0 I o N a N N 01 IE a J rn C. as rn o a CV N cc w T T ift T 6n W Qz it z0 r a Y v U w z U 1.21 firi- cq (7) co) O � Q v � Z � M wWU) LU < 0 N N �Swo Y LO LO OrN U aU - z mow } U � J � z � J a 3 Q W W O O w P O O_ 3 #Y +h lO 0 w Z_ a LU LU m 0 0 a Z d U) ID v lL as J yeQ U LU m = 0IL 2 0 ~ U Q J Z J �` U Z L y w Ln cr LL 0 0 a` z � � ® o O O LLJ U-2 a• a C V co y N C.) _ V C n O 7 a _a a? U a�i a N a � N Z w cc LV c o E ai � co cu m r co Lh-0 Ch C Or E O m O. co �. z W o r m N N �. ❑ to o cn w •M1 a (D O L LL *R a 0) ar- c Cl) a> c 3 ca c cu W c� ° ``) c� qt aD CN fl co 41 C: � c C � ( � WZ = -0 o oH � CL U) o m m r' E iT m CO N V om z r C N = ca -6- -� + w CD 7 = C7 N O? 0) C C ® = O O w C O 0 ��� a) co ice: u� �_ Er C U U , ,s C) EN � O w 0*' Cl-i c� O _ M O c6 co 'ram Lo i •� ` N O An � � � rN W � � = � C� o �/ ca 7 c £ c @ c % 0 /Co e % 2 a � e CD � Q 3 7 E § o co o _ a o �O 2 § / § 0 = km Q p ° f / .E @ 7 U) ° e 2 m § co £ $ R � co k / _ w 0 0 __° @ Ew � � . ) IX @ g LU k / # a § � p » £ Z LLa2cm 0 LU � � � 2 � m d 2 / 0 > Z, 0 2 / \ k 7 � k / k k � � 2 772 � / k d CD d (n k c = E e m aj a E ,n75 � a :3 \ CL k o m # 0 ¢ w A k x f o = U) a) U 6 -0b CDm E u E m % & • _ / (D k � � LL k \ . ' \ I % / � R � � � � � G 0 r 6 � 2 � � e 7 3 � k � � k % % % � « � � R s # ^ 7 R © a \ � \ 7 ` g � � � � & & Q f � � $ g e � co $ q kqz q $ 0 b G $ - R co CM n 04 n � « _ � � \co / � / � � \w \ ® 3 � z LO LO o r o LO d d d \ N \ 2 � R R 2 \ � 0 0 0 0 / G m I Q 2 R r- F co 2 p » Cl) 0 0 0 0 0 0 ■ \ k k k k \ k uj \ k k k k k k a a o 0 00 0 0 0 � ? § z z z / 2 - LO o R CDG z / / / � k 2 � k ® 0) m m o o e o wco G £ & k r 2Z2 \ � 0 L E 22 § § 2MwV IrPP 77 § t \ > < - . 0 2 0 LU � § CL I-- 2 k \ \ z � 22 0 2 § � 3 0 = 3 R 2 2 c a b 2 R 2 g e « U E J . e -0 a / < k \ k L) 0 k d % $ % $ qq kz q % o / CN 2 / w \ \ - � « 0 0 0 0 0 0 0 0 R \ \ \ \ \ \\ to LO z at o 0 0 0 0 0 o c o k 2 k k k k k k k k k o D § k § LO K K S § / a z c o 0 0 0 0 0 0 0 \ z S z z % 3 q I z 2 c j o ( / Q { z > d a I � 2 b z o U 0 @ O a LL a- 0 e » I S O \ \ / ILk \\ z\� � i 0 % 0 R a J N N F Q U 7 Ip F. Cl) m N N cf} Vk p J C- o 0 FW- < z0 av w U r m r Z Z J J � CN6 a Z F- v v ZUWr w0 0 W N N U , a 0 LU 0 LULU U p � J U � 3 -' 0 0 o � V w (7) � v v 3 0. us 0 O w z o. w m 2 < OCL z � J J Y v a � ~O w o N ICL U Z J `n � z a Mi n L o S w LL o rL rtv c , RECEIVED tv410 JUL 14 2015 STAFF REPORT CITY CLERK'S OFFICE CITY ADMINISTRATION DATE: July 21, 2015 TO: Honorable Mayor and City Council FROM: Mark C. Whitworth, City Administrato Originator: Lilia Hernandez, Executive .• the City Administrator RE: A Proclamation Declaring the Month of September 2015 as "Childhood Cancer Awareness Month" Recommendation A. Find that approval of the proposed proclamation declaring the month of September 2015 as "Childhood Cancer Awareness Month" is exempt under the California Environmental Quality Act ("CEQA") in accordance with Section 15061(b)(3), the general rule that CEQA only applies to projects that may have an effect on the environment; and B. Approve a proclamation declaring the month of September 2015 as "Childhood Cancer Awareness Month" in support of the American Cancer Fund for Children, Inc. and Kids Cancer Connection, Inc.'s fight against childhood cancer. Background The American Cancer Fund for Children, Inc. and Kids Cancer Connection, Inc. were founded over twenty years ago by Steven Firestein, a member of the philanthropic Max Factor family. The American Cancer Fund for Children, Inc. and Kids Cancer Connection, Inc. are dedicated to helping children suffering from cancer and their families. The organizations report that cancer is the leading cause of death by disease among children in the United States between infancy and age 15, and is detected in more than 15,000 of our nation's youth each and every year. A major part of helping children with cancer is making the situation known. The American Cancer Fund for Children, Inc. and Kids Cancer Connection, Inc. provide a variety of vital patient psychosocial services to children undergoing cancer treatment at Children's Hospital Los Angeles, The City of Hope, Mattel Children's Hospital at UCLA, L.A. County - USC Medical Center, Kaiser Permanente Medical Center as well as participating hospitals throughout the country, thereby enhancing the quality of life for these children and their families. The services offered focus on family, education and peer support. Page I of 2 The American Cancer Fund for Children and Kids Cancer Connection also sponsor Courageous Kid Recognition Award ceremonies and hospital celebrations in honor of a child's determination and bravery to fight the battle against childhood cancer. The proclamation will be sent to The American Cancer Fund for Children, Inc. and Kids Cancer Connection, Inc. by mail. They will share the proclamation with local families during the year. Fiscal Impact There is no cost associated with this item. Attachment(s) None. Page 2of2 of r 4T A PROCLAMATION OF THE MAYOR AND THE CITY CO UNCIL OF THE CITY OF VERNON DECLARING THE MONTH OF SEPTEMBER 2019AS "CHILDHOOD CANCER AWARENESS MONTH" WHEREAS, the American Cancer Fund for Children and Kids Cancer Connection report cancer is the leading cause of death by disease among U.S. children between infancy and age fifteen and is detected in nearly 15,000 of our country'syoung people each and evegyear; and WHEREAS, one in five of our nation's children loses his or her battle wilh cancer;many infants, children and teens will suffer from long-term effects of comprehensive treatment, including secondary cancers;and WHEREAS,founded over twentyyears ago by Steven Firestein, a member of the philanthropic Max Factor family, the American Cancer Fund for Children, Inc., and Kids Cancer Connection,Inc., are dedicated to helping these children and their families;and WHEREAS, the American Cancer Fund for Children and Kids Cancer Connection provide a variety of vital patient psychosocial services to children undergoing cancer treatment at Children's Hospital Los Angeles, The City of Hope,Mattel Children's Hospital at UCLA, LA. County- USC Medical Center, Kaiser Permanente Medical Center, as well as participating hospitals throughout the country, thereby enhancing the quality of life for these children and their families;and WHEREAS, the American Cancer Fund for Children and Kids Cancer Connection also sponsor Courageous Kid Recognition Award ceremonies and hospital celebrations in honor of a child's determination and bravery to fight the battle against childhood cancer;and WHEREAS, the City of Vernon wishes to invite all residents and businesses within the City of Vernon to participate in Childhood Cancer Awareness Month in honor of children who have lost their lives to cancer and those who are now courageously fighting the battle with cancer. NOW 1,, THEREFORE, THE MAYOR AND THE C17Y COUNCIL OF THE CITY OF VERNON, ON BEHALF OF ITS EMPLOYEES, RESIDENTS AND BUSINESSES HEREBY DECLARES THE MONTH OF SEPTFMBER 2015 AS CHILDHOOD CANCER A WARENESS MONTH THIS PROCI AMATION IS BEING PRESENTED TO THE AMERIC, N CANCER FUND FOR CHILDREN, INC.,AND KIDS CANCER CONNECTION, INC, BY THE HONORABLE MAYOR W MICHAEL MCCORMICK FOR AND ON BEHALF OF THE CITY COUNCIL OF THE CITY OF VERNON THIS 21S7 DAY OF JULY TWO THOUSAND AND FIFIEEM CITY OF VERNON W tIiICHAEI_M CCO F,190K,Mar i S F JUL 14 2015 STAFF REPORT CITY CLERK'S OFFICE CITY ADMINISTRATION DATE: July 21, 2015 TO: Honorable Mayor and City Council FROM: Mark C. Whitworth, City Administrator Originator: Lilia Hernandez, Executive A ' to the City Administrator RE: Report on Contracts Exempt from Competitive Selection by the City Administrator Recommendation A. Receive and file this report as it is being provided for informational purposes only pursuant to Section 2.17.12(B)(3) of the Vernon Municipal Code. Background Pursuant to Section 2.17.12(B)(2) of the Vernon Municipal Code, specific contracts may be exempted from the competitive selection process, where it is found that the best interests of the City are served by a direct award of the contract without a competitive selection process. Section 2.17.12(B)(3) of the Vernon Municipal Code gives the City Administrator the authority to make such finding(s) for all contracts with a total value over the lifetime of the contract up to $100,000 and when making such finding(s), requires the City Administrator to submit a written report to the City Council, at a regular City Council meeting within 30 days of the finding(s), detailing the reasons for the finding(s). On July 6, 2015, the City Administrator approved the City Attorney's request to authorize the direct award of a legal services agreement with Duane Morris without undergoing a formal competitive selection process. The City Administrator's determination that the "best interests of the City are served by a direct award of the contract" is based on the reputation and expertise of Duane Morris, their willingness to charge the City a competitive municipal rate, and the current staging and leave issues in the City Attorney's Office. Duane Morris is a well-respected large multi-national law firm with expertise in complex business transaction and litigation matters. In addition to their expertise in numerous practice areas, Duane Morris has agreed to charge the City a negotiated rate significantly lower than the firms' normal billing rate. The proposed rate is also lower than hourly rates currently charged by several other municipal firms under contract with the City. Additionally, Duane Morris has expressed a willingness to work closely with the City's in-house attorneys in order to minimize legal costs and capitalize on areas of in-house Page l of 2 expertise and experience. The agreement with Duane Morris is for a period of one year at a cost not to exceed $75,000.00. Fiscal Impact Sufficient funds for this agreement are available in the 2015/2016 City Attorney budget. Attachment(s) None. Page 2 of 2 JUL 14 2015 CITY CLERK'S OFFICE STAFF REPORT CITY ADMINISTRATION DATE: July 21, 2015 TO: Honorable Mayor and City Council FROM: Mark C. Whitworth, City Administrator Originator: Lilia Hernandez, Executive ssi ant to the City Administrator RE: Council Conference Attendance Report Recommendation A. Receive and file this Council Conference Attendance Report for the Independent Cities Association 55"' Annual Summer Seminar. Backparound Members of legislative bodies are required to provide brief reports on meetings attended at the expense of the agency after the completion of the meeting. Mayor McCormick and Mayor Pro-Tem Davis attended the Independent Cities Association 55th Annual Summer Seminar, in San Diego, CA from July 9 — 12, 2015. The seminar program included: Thursday,July 9, 2015 Welcome Reception Friday,July 10, 2015 Session #1: Water— How to Enforce Usage, Regulate and Legislate Session #2: Parking Technology and Smart Parking in Your City Lunch Session—Presentation by The Gas Company— AB32-How To Comply, Global Warming Solutions Act Including Greenhouse Gas Reduction Session #3: Foreclosure and Fraud Prevention Session #4: Cannabis—Banking, Tax Revenue, Tracking & Enforcement Session #5: P3 with Small Cities to Fund New Projects Pagel of 2 Saturday,July 11, 2015 Session#6: Revitalizing City Operations and Services by Renegotiating Debt and Liabilities Session #7: High Speed Rail Session H8: Development in Socal Cities Fiscal Impact Sufficient funds for this conference were allocated in the fiscal year 2015/2016 City Council budget. Attachment(s) None. Page 2 of 2 Ir Of RECEIVED Jul 13 2015 FIRE DEPARTMENT Michael A.Wilson,Fire Chief CITY ADMINISTRATION 4305 Santa Fe Avenue,Vernon,California 90058 Telephone(323)583-8811 Fax (323) 826-1407 July 10, 2015 Honorable Mayor and City Council City of Vernon Honorable Members: Attached is a copy of the Vernon Fire Department Activity Report which covers the period of June 16, 2015 through June 30, 2015. Respectfully Submitted, 'Michael Vail�bnZ Fire Chief MAW:ar Fireletnow Fxcfusivefy Inclustriaf VERNON FIRE DEPARTMENT COMPANY ACTIVITIES June 16,2015 to June 30,2015 This Period Last Year This This Year Last Year To Date Period To Date ACTIVITY TYPE FIRE PREVENTION: Regular Inspections (#): 4 720 41 812 Re-Inspections(#): 0 101 12 169 Spec. Haz. Inspections (#): 4 27 0 20 Total Inspections: 8 848 53 1001 Total Man Hours: 31 1049 78 1418 TRAINING(HOURS Firefighting 85 998 90 1253 Hazardous Materials 15 351 40 386 Safety 116 1352 124 1664 Apparatus Operations 118 1364 123 1530 Equipment Operations 120 1359 123 1597 CPR 0 48 1 24 First Aid 21 339 27 265 Total Hours: 475 5811 528 6719 PRE-INCIDENT (HOURS): Planning 81 897 99 1150 District Familiarization 96 965 10 964 Total Hours: 177 1862 109 2114 PERIODIC TEST (HOURS Hose Testing 0 8 0 26 Pump Testing 0 3 0 10 Total Hours: 0 11 0 36 Page 1 PUBLIC SERVICE PROGRAMS (HOURS) School Programs 0 12 0 29 Fire Brigades 0 2 0 13 Emergency Preparedness 8 133 2 155 Total Hours: 8 147 2 197 ROUTINE MAINTENANCE (HOURS)_ Station 114 1331 126 1484 Apparatus 126 1367 119 1523 Equipment 127 1382 131 1594 Total Hours: 367 4080 376 4601 Grand Total Hours: 1058 12960 1093 15085 Tireactivity Page 2 r O N O w O z w It0 a A a� U-s� � rr L - w V. N V. N Q O N � V d La2 lz 0 a C m F- o C zo � 0 z m ulM r V- r r I- r T- r' ry V- r ^ M r 00 M N N r r r• r N r • o c o � r � c Sao �► � €s +. � z a a U' � i V W d N m p w y it C a 3: log 3mv C? a ZOLU o � L lio� IW Ftj V � = tea 7 � Z E re Z ao50L� � a nv, r i- au° i� An M '% > ; 3 W 4J W LU W W W to W W W W W W LL IL 1L 1L li lL W 1L It W W W Incident Type Incident Date PREVENTION FOLLOW-UP? Shift 322 Motor vehicle accident with injuries 0611 6/201 5 07:02:50 No 321 EMS call, excluding vehicle accident with inju 06/1 71201 5 07:55:06 No 671 Hazmat release investigation wl no hazmat 06/17/2015 09.42.18 No 740 Unintentional transmission of alarm, other 06/17/2015 10:42:35 No 651 Smoke scare, odor of smoke 06/17/2015 21:00:16 No 741 Sprinkler activation, no fire- unintentional 06/18/2015 01:37:08 No 741 Sprinkler activation, no fire-unintentional 06/1 81201 5 1 9:02:22 No 551 Assist police or other governmental agency 06/19/2015 08:54:49 No 741 Sprinkler activation, no fire-unintentional 06/19/2015 12:15:05 No 324 Motor vehicle accident with no injuries 06/19/2015 15:48:36 No 611 Dispatched &canceled en route 06/19/2015 19:28:49 No 700 False alarm or false call, other 06/20/2015 06:40:46 No 700 False alarm or false call, other 06/20/2015 19:50:51 No 321 EMS call, excluding vehicle accident with inju 06/22/2015 04:21:53 No 700 False alarm or false call, other 06/22/2015 08:29:50 No 321 EMS call, excluding vehicle accident with inju 06/22/2015 09:30:55 No 671 Hazmat release investigation wl no hazmat 06/22/2015 10:45:47 No 324 Motor vehicle accident with no injuries 06/22/2015 10:53:27 No 321 EMS call, excluding vehicle accident with inju 06/22/2015 11:36:30 No 730 System malfunction, other 06/22/2015 17:02:15 No 700 False alarm or false call, other 06/23/2015 10:02:27 No 321 EMS call, excluding vehicle accident with inju 06/23/2015 15:46:12 No 322 Motor vehicle accident with injuries 06/23/2015 23:56:29 No 322 Motor vehicle accident with injuries 06/24/2015 07:56:22 No 321 EMS call, excluding vehicle accident with inju 06/24/2015 10:03:24 No 740 Unintentional transmission of alarm, other 06/24/2015 10:35:42 No 321 EMS call, excluding vehicle accident with inju 06/24/2015 13:36:29 No 321 EMS call, excluding vehicle accident with inju 06/24/2015 16:44:52 No 740 Unintentional transmission of alarm, other 06/24/2015 18:44:31 No 520 Water problem, other 06/25/2015 09:58:22 No 531 Smoke or odor removal 06/25/2015 12:45:08 No 321 EMS call, excluding vehicle accident with inju 06/25/2015 13:55:27 No 322 Motor vehicle accident with injuries 06/25/2015 14:19:39 No 321 EMS call, excluding vehicle accident with inju 06/25/2015 15:28:42 No 700 False alarm or false call, other 06/25/2015 18:15:40 No 321 EMS call, excluding vehicle accident with inju 06/25/2015 20.34:02 No 740 Unintentional transmission of alarm, other 06/25/2015 21:23:30 No 130 Mobile property(vehicle)fire, other 06/25/2015 23:58:57 No 321 EMS call, excluding vehicle accident with inju 06/26/2015 04:21:43 No 741 Sprinkler activation, no fire- unintentional 06/26/2015 11:25:26 No 735 Alarm system sounded due to malfunction 06/26/2015 14:22:14 No 745 Alarm system activation,no fire,unintentional 06/26/2015 16:13:04 No 741 Sprinkler activation, no fire - unintentional 06/26/2015 19:54:31 No 745 Alarm system activation,no fire,unintentional 06/27/2015 05:35:21 No 571 Cover assignment, standby, moveup 06/27/2015 07:57:56 No 322 Motor vehicle accident with injuries 06/28/2015 19:00:10 No 322 Motor vehicle accident with injuries 06/29/2015 02:31:08 No 321 EMS call, excluding vehicle accident with inju 06/29/2015 09:13:28 No 611 Dispatched &canceled en route 06/29/2015 10:35:02 No 324 Motor vehicle accident with no injuries 06/29/2015 22:36:22 No 321 EMS call, excluding vehicle accident with inju 06/30/2015 03:09:49 No 322 Motor vehicle accident with injuries 06/30/2015 06:24:39 No 321 EMS call, excluding vehicle accident with inju 06/30/2015 08:32:13 No 700 False alarm or false call, other 06/30/2015 12:41:54 No 142 Brush, or brush and grass mixture fire 06/30/2015 14:04:08 No 0 N O A O z w INK ` CL Lf L ul � � C4 N N o V � in c r. -2 w 4. a ° owQ C N IL A m H � z � _ 0 z 0 wr r e N r r r D N c"1 r N CO N V* ■ • a • FE Z L7 W � � • LaL � V A S � O ' Z L4 cc E } CLS S z C ail p W N H O • 9 S m W 3 Z. ILFn IR 5 2 H G `im V _ :d go + Z ux0aaL�? rav�—iiF- H = a' V �i � 5vFi 33 W W W W W W W W W W W W W W W W LL. L4 Li W W W LL W LL of r O N ��++ Q O e+ti 2 ICI r w. w !V qr n O C 6 r � Vb u r L C . V 4 4 � 333J � �� � 3ac Q) z L16LLU- LLIALA $Av7OAI3 = N !' cr .o a► .o ego t. N M e !V ei• r Wb r U7 N N eMf fY N i- M M N M Cc 0% � A � Nc 00 IA w - � O r a .... N■1 Q V: .... odzoai �' A a7lO ;R m v L t YJv K F J Q �^ O 7 4 O V LtQ. 2 A Ii Z 5 >i gu�� N U 9 � Y �... 41 W V ~ _ € y a � �_7 L7 - N .:+ L6 ai u u pp d O � u � E 3a L. AL a v u u » R 0 r, 9x = t = z7 a � L� ac � � vl W W W W W W LL LL LL LL U- U. LL LL k LL IL LL IL LL U. Le_ IL LL LL LL (L 1L. LL IL M Wl %D N M v � v� w r r A ey U'1 r N M N e�1 N 1� S c O � = C � � QJ Z � � N V ly v W � v+ ' vo J !lydY /j I . �J � NF- YYY d v1 C 17 V H+ W� IL LL O Z' V W W w .^ 2. V V Z Q W W W W W W W W W W W W W W W W W W W W W W W W W W W W W 0 O M Ln N V N N 1•F %p ph +• N ui 1^ r4 r^ a f" %D r r n 0 zcc r+ , in a w •a 1.- ° z C Z¢ W C a i 17 O Q' C C37 � '�p� ta33 � o H V l9 S Z W ar IL J p W ate+ $ J O W -6 .�7 Q! W ` C u 3 y ulot CL d m ,O Z zzo � � � � AN ', > :il d3 � 4. IL IL IL U. IL IL U. U. IL IL w IL IL U. 0, Vf V1 V1 0 Vf > L r c cm o w � cr en Or d� e• /� r r r T. N N5! N r IA N A u Nm c 0 c � • o o ' W V Q • 9 G as 1 C � J i Z � � O � y W : 6WV aQo '6'iaz � u d •.r ` W 0 a gjg N Z ' ` L7 � � � C gOZCZ � CZ � O ` 3 � � t' ar a f- �' i .� W a z 3" O � u � u L ZLn LP y 2 o c 4 � 3 C �' � aY � a o �0 �paZ o o ~ � _ � aCa�'cN gz ZSi W �+ V V V V V L' Z Z +, •. Q L ti p a � � � H � � � � � � » � � mu Ibr � I� 470 = - zW Iaf W w W W W W W W W W W w W W U- IL. W W 4. IL L4 IL W IL IL IL IL W r Vr kD M 426 r N r •— M %D r r Q r N N a s a • , a Q � a • g� a Qi i Z � s a� � � p Q • G aa'+ a LLI 4 ` c � � cocoa c a az � s N o teaa . O Z 0 � � � vOi Ia1 wuCi c nubs °°C° o o3Q 'z`� cs,� � 00 �9 � � a a � �� C � H i � � a TaaV 1 o � Ft,J a_o � z COX UaauuVccolaLwoo x = MEM19H W 41 W W W W W W W W W W W W W W W W W W W W W W W W W W W W Ni .TIFF. JUL 0 9 Z015 Health and Environmental CITY CLERK'S OFFICE Control Department RECEIVED Memo JUL 0 7 2015 CITY ADM INISTRATIO N To: Mark Whitworth,City Aram; imotor From: Leonard Grossberg,Director/Health ceicer-4 Date: July 7,2015 Re: Transmittal of Health&Environmental Control Department Monthly Report I am forwarding the attached subject report for June 2015 for submission to the City Council. I am requesting that the report be placed on the normal City Council agenda. Please let me know if you need additional information. Attachment 9cLgJmydoo7AiDfmonth1y neportsXiiy Admm Transmittal Monthly Report Jun 2015 HEALTH & ENVIRONMENTAL CONTROL DEPARTMENT . 2M 5 MONTHLY REPORT cj.ff OF VERI I, Leonard Grossberg, Director/Health Officer HEALTH & ENVIRONMENTAL CONTROL DEPARTMENT MONTHLY REPORT June, 2015 HAZARDOUS MATERIALS CONTROL Activity in June centered on preparation of annual Hazardous Materials Establishment and Underground Tank Facility permit renewals, which are on a fiscal year invoicing basis. 2015 is the nineteenth year our department has acted as a Certified Unified Program Agency (CUPA), and the twelfth year we have issued a consolidated invoice to businesses. Hazardous Materials Establishment, Underground Tank, and State surcharge fees are all included on one invoice. The CUPA invoices included a certification form Hazardous Material operators must complete to verify information previously submitted through the California Environmental Reporting System (CERS) is still current. Almost 500 health permit renewal invoices were sent to hazardous materials establishments in Vernon. • • . Emergency response activities included one non-hazardous materials spill investigation and several sewage discharge investigations around the District and Atlantic Blvd. areas. On June 15'h, with the assistance of the Vernon Police & Fire Departments, we were able to apprehend someone in the act of discharging waste liquids onto the streets near Atlantic Blvd. resulting in an arrest. The investigation is on-going, and hopefully, restitution for the City for cleanup activities will be coming. • • . Other significant activities included the ongoing remediation planning and closure activities for the Pechiney facility on Fruitland Avenue, the closure for 2522 E. 371h Street, the Cargill closure on Jewel Ave., the notification of closure for Clorox Co. on Bandini Blvd., the Remedial Action Plan for 1890 E. 25t' Street, , and the Thermador facility on District Blvd. In addition, the Vernon Village Apartments opened for occupancy, and new Vernon residents started moving in! • • Director Leonard Grossberg hosted CalRecycle personnel for the Bi-annual audit of the Department's Solid Waste Enforcement Program. A review of our agency's policies and protocols, efforts in documenting diversion numbers, recycling and re-use efforts by businesses, and updates to the solid waste franchise agreements were discussed. A final report documenting the findings is still pending, yet is expected to be favorable. Senior Environmental Health Specialist Jernck Torres conducted Hazardous Operations Participation review with Whole Foods Inc. at the pending new facility on Pacific Blvd. 2 UNDERGROUND TANK PROGRAM No underground tanks were removed in Vernon during the month of June. Staff continued to supervise work on underground tanks for compliance with AB 989 requirements and certification efforts, including observing 4 certification tests. One UST permit was closed by its operator, and immediately permitted by the property owner until such time that a new tenant can open a new permit for the site. A work plan for an Underground Storage Tank removal was submitted for review at 4622 Alcoa Ave. and is pending approval. FOOD PROGRAM In June, inspection staff focused on inspection of retail food facilities for compliance with food safety standards. Staff confirmed that the facilities were in substantial compliance. . . • This month, fiscal year invoices were prepared for mailing to wholesale food vehicle operators. • • Senior Environmental Health Specialist Lyndon Ong Yiu worked on three new plan check reviews (Whole Foods, Contessa, and Bon Appetit) during the month of June, and issued approval for one site. He also continues working with regional committees on mobile food facility issues, commissary guidelines, and CalCode updates. ENVIRONMENTAL PROTECTION Fifteen water samples were collected from the three potable water supply systems within the City. All samples were analyzed negative for e-coli and total coliforms and met State standards for potability. • • . Director Leonard Grossberg worked on the development of an application for the Used Oil Grant Program (OPP6). The grant provides funds to conduct public outreach and awareness efforts to improve used oil and used oil filter recycling activities. The grant request was presented and approved by the Council June 16' and submitted on June 23`a . . a . Director Grossberg participated in the first "White House Summit on Climate Change and Public Health." The on-line event brought together top scientists and lead White House agencies to work together in developing policies to address public health concerns and the effects of global warming on the public. 3 Director Grossberg continues to manage the "Hazardous Materials Emergency Plan" Grant for FY 2014-2015. The grant provides funds for staff to prepare and submit a City Area Emergency Plan which is coordinated with the Health & Fire Departments. Approved in October 2014, we are using a contract employee to prepare the plan for review and submittal and use the grant funding provided to pay for his salary. We anticipate having a draft plan in August for review, and also plan to schedule a table-top exercise with the Vernon fire Department at that time. Director Grossberg also processed the renewal of a one year contract with "Decade Software Company" for data management of environmental programs in the Health Dept. • • . Animal complaints were routine during the month. Health Department staff and Animal Control Officers from the South East Area Animal Control Association investigated several complaints on loose and injured dogs, feral cats/kittens, and an injured duck! • • . Senior Environmental Health Specialist Jerrick Torres reviewed Storm Water Discharge Plans for Nature's Produce new facility on Bandini Blvd., and commented on the Phase I report for 2800 Ayers Street. Senior Environmental Health Specialist Linda Johnson attended the "Disaster Debris Management" training in Riverside, the "Solid Waste Load-Check Training" in San Bernardino, and the "Recycled Water Users Site Supervisors Training" in Cerritos during the month of June. • • • • Other staff continue to expand their knowledge and expertise by also attending training seminars, lectures, and continuing education classes. Lyndon Ong Yiu attended the "CHMIA —Hazardous Materials Investigations Training" in San Luis Obispo, and the "AWWA-American Water Works Assoc." conference in Anaheim, both one-week trainings. Erik Cheng, Jerrick Torres and David LeDuff attended the "CAPCA" and "PAPA" seminars for continuing education units for their Vector Control Certifications. Senior Environmental Specialist Jerrick Torres conducted an asbestos sample analysis for the Police Department's generator room in the basement. The laboratory results indicated that"no" asbestos containing materials were present in the insulation sampled. The old generator is being removed, and a new generator and cement pad is being installed in its place. 4 Chief Deputy Director David LeDuff coordinated a mosquito survey within the Los Angeles River to monitor the breeding of mosquitos, and found minimal activity present. Sources found, like standing water which were conducive for breeding were physically removed. • • • • Director Leonard Grossberg participated in a Community Advisory Meeting with DTSC in Maywood for the Exide closure; attended the Odor Management Workshop in East Los Angeles for Rule 415 Rendering Odors; and conducted a document review for Exide Technologies in order to submit comments to DTSC for the Exide Closure Plan. Finally, Chief Deputy Director David LeDuff spent a considerable amount of time inputting enforcement data into CERS in order to bring our inspection records into compliance with the State's request. This data will be used to monitor our compliance with CERS and other programs during our CUPA audit in September. 9cLG:MyDocs/Z/Health Dept/Monthly Reports/June 2015.doc 5 CDC Vil ra n blay 2015 Hispanic Hea h ;A la Buena Salud! - To Good Health! Hispanics or Latinos are the largest racial/ethnic minority population in the US. Heart disease and cancer in Hispanics are the two leading causes of death, accounting for about 2 of 5 deaths,which is about the same for whites. Hispanics have lower deaths than whites from most of the 10 leading causes of death with three exceptions—more deaths from diabetes and chronic liver disease, and similar numbers of deaths + + from kidney diseases. Health risk can vary by Hispanic subgroup—for example,66% more Puerto Ricans smoke than Mexicans. Health risk also depends partly on + + - whether you were born in the US or another country. Hispanics are almost 3 times as likely to be uninsured as whites. Hispanics in the US are on average nearly 15 years younger than whites,so steps Hispanics take now to prevent disease can go a long way. Doctors and other healthcare professionals can: ' 0 Work with interpreters to eliminate language barriers,when patient prefers to speak Spanish. 0 Counsel patients on weight control and diet if they have or are at high risk for high blood pressure, diabetes,or cancer. 0 Ask patients if they smoke and if they do,help them quit. 0 Engage community health workers (promotores de salud)to educate and link people to free or low-cost services. —0-See page 4 Want to learn more?Visit www-cdc.gov/vitalsigns Healer risks differ among Hispanics. Hispanics have different degrees of illness or Whether Hispanics were born in health risks than whites. the US makes a difference. ti:_•, 0 35%less heart disease and 49%less cancer; 0 Cancers related to infections (cervical, stomach, and liver) are more common 0 A lower death rate overall,but about a 50%higher among Hispanics born in another 1 = ` death rate from diabetes; country. - ; 0 24% more poorly controlled high blood pressure; 0 Compared with US-born Hispanics, 0 23% more obesity; foreign-born Hispanics have: 0 28% less colorectal screening. ■ About half as much heart disease; Hispanic subgroups have different degrees of ■ 48%less cancer; health risk and more need to receive preventive ■ 29%less high blood pressure; screenings as recommended. 0 Mexicans and Puerto Ricans are about twice as ■ 45% more high total cholesterol. likely to die from diabetes as whites. Mexicans also 0 Social factors may play a major role are nearly twice as likely to die from chronic liver in Hispanic health. Among Hispanics disease and cirrhosis as whites. living in the US: 0 Smoking overall among Hispanics(14%) is less ■ About 1 in 3 has not completed common than among whites (24%),but is high among high school; Puerto Rican males(26%) and Cuban males(22%).* ■ About 1 in 4 lives below the 0 Colorectal cancer screening varies for Hispanics poverty line; ages 50 to 75 years. ■ About 1 in 3 does not speak ■ About 40% of Cubans get screened (29%of men English well. and 49% of women); ■ About 58% of Puerto Ricans get screened (54% of men and 61% of women). 0 Hispanics are as likely as whites to have high blood pressure. But Hispanic women with high blood pressure are twice as likely as Hispanic men to get it *National Health Interview survey data, under control. 2009-2013 combined,for ages 18-64 years. Bic-C1309 Non-Hispanic Whites_ His Differences in selected 1 Heart Disease 1 Cancer CHRONIC DISEASE BURDENZ Cancer Z Heart Disease Non-Hispanic Hispanics 3 Chronic Lower Respiratory 3 Unintentional Injuries Non-Hispanic Whites Hispanics Diseases 4 Stroke , 4 Unintentional Injuries 10 Diabetes Stroke Chronic Liver High ' I 6 Alzheimer's Disease Disease&Grrh Chronic Lower Respiratory Nocontrolled 7 Diabetes High 81wd Pressure Diseases 3 Influenza&Pneumonia 8 Alzheimer's Disease SOURCES:National Health Interview Survey,2009-2013, National Health and Nutrition Examination Survey,2009-2012- 9 Suicide 9 Influenza&Pneumonia 10 Kidney Diseases* 10 Kidney Diseases* ' O *Types of kidney diseases-Nephdtls,Nephrotic Syndrome&Nephrosls lit SOURCES:Vital Statistics Cooperative Program,Mortality Data Files,2013. TOP DISEASES and RISK FACTORS for HISPANICS ' DISUSES . ISK FACTORS 10 - 50 47.1% US-bom CU 9 0 45 Foreign-born g ) 40 36.3% 7 6.$96 35 30 6 0 C Q 25 a 5 a Q 20 17.7% 4 2- 3.6% m 15 � a 3 ^ o z 10 2 ae 5 IF - Cancer Heart Disease Obesity Cigarette Smoking SOURCES:National Health Interview Survey,2009-2013,National Health and Nutrition Examination Survey,2009-2012. 3 What Can Be Done Federal government is Community Health Workers AL M - a 0 Helping eligible Hispanics get insurance (promotores de salud) can 7 coverage through the Affordable Care Act. 0 Use resources that have been developed to educate the Hispanic community about 0 Working to build capacity in communities to health risks and preventive services. use community health workers(promotores de salud) to help improve the health of Hispanic wvlr .cdc.gov/minorityhealth/promotores communities. • 0 Leveraging existing programs to improve Everyone can community health services and access to preventive care. 0 Sign up for health insurance,if eligible, through the Affordable Care Act regardless 0 Making efforts to better represent all Hispanics of whether or not you have a pre-existing in national health surveillance data and condition and find out if you are eligible research studies and use the data to for cost savings. www.cuidadodesatud.gov/es/ help improve Hispanic health. 0 Talk to your doctor or other healthcare professional about which cancer screening Doctors and other healthcare tests to get and how often,especially if you professionals can have a family history of cancer. Follow-up on 0 Work with interpreters to eliminate language any abnormal results. barriers,when patient prefers to speak Spanish. 0 Make a strong effort to follow proven health tips such as quitting smoking,staying on 0 Counsel patients on weight control and diet medicine to control blood pressure and if they have or are at high risk for high blood cholesterol,and maintaining a healthy weight pressure,diabetes,or cancer. by taking at least one brisk 10-minute walk, 0 Ask patients if they smoke and if they do, 3 times a day, 5 days a week help them quit. 0 Learn about diabetes and how to prevent www.espanol.smokefree.gov/• 1-800-QUIT-NOW type 2 diabetes. 0 Engage community health workers 0 Eat a healthy diet that is low in salt,low in total (promotores de salad)to educate and link fat, saturated fat,and cholesterol,and rich in people to free or low-cost services. fresh fruits and vegetables. v;mv.cdc.gov/minorit%,heatth/ For more information,please contact Telephone:1-800-CDC-INFO(232-4636) TTY: 1-888-232-6348 Web:www.cdc.gov Centers for Disease Control and Prevention 1600 Clifton Road NE,Atlanta,6A 30333 WWW ■ fo Publication date:05/05;2015 C5255340A v RECEIVED R=e'r:l1%4ED � - JUL 14 2015 Jul 15 zap CITY ADMINISTRATION CIiY GLERK'S OFFICE STAFF REPORT HEALTH & ENVIRONMENTAL CONTROL DEPARTMENfi DATE: July 21, 2015 TO: Honorable Mayor and City Council FROM: Leonard Grossberg, Director/ Health Officer XA RE: Receipt and Review of the Annual City of Vernon Jail Inspection Report to the California Board of Corrections Recommendation: A. Find the submittal and review of the subject documents is exempt under the California Environmental Quality Act (CEQA) in accordance with section 15061(b)(3), the general rule that CEQA only applies to projects that may have an effect on the environment; and B. Receive and File the 2015 Annual City of Vernon Jail Inspection Report BACKGROUND: Once a year, under direction of the Vernon Health Officer, and as required by the State of California Board of Corrections, our department conducts an inspection of the City of Vernon Jail. On April 2, 2015 the City of Vernon Jail was inspected to document compliance with Board of Corrections (BOC) requirements. Using BOC guidelines and forms, the following sections were evaluated: • Environmental Health Evaluation • Nutritional Health Evaluation • Medical/Mental Health Evaluation • Environmental Health Inspection Checklist (CAL-Code) Each section was found to be in compliance with all of the required conditions. This Staff Report is informational only and will serve as a notice that copies of the report have been forwarded to the BOC and City personnel. FISCAL IMPACT: None Attachments: BOC cover letter Adult Types Cover Letter Environmental Health Evaluation Nutritional Health Evaluation Medical/Mental Health Evaluation EH Inspection Checklist Attachment VPDIHealth Jail Inspection Checklist Procedure Manual Checklist c, City of Vernon Police Department, Chief of Police City of Vernon Community Services &Water Department, Director s 9cLG:MydocsNPDl20151Staff Report of� f -N&MEk- . A HEALTH&ENVIRONMENTAL CONTROL DEPARTMENT Leonard Grossberg,Director/Health Officer 4305 Santa Fe Avenue,Vernon,California 90058 Telephone(323)583-8811 July 9, 2015 California State Board of Corrections 600 Bercut Drive Suite A Sacramento, CA 95814 Gentlemen: In compliance with Section 459 of the Health and Safety Code, the City of Vernon Jail was inspected on April 2, 2015. The inspection showed that the facility complies with the standards and requirements prescribed by the Board of Corrections regarding sanitary conditions. No violations were noted at the time of inspection. A copy of the inspection report is attached. Respectfully submitted, 41L Leonard Grossberg, MPA, REHS Director/Health Officer Attachments 9cLG:VPD/JAIL/B O C 2015.doc Excfusivefy indf striaf ADULT TYPE I, II, III and IV FACILITIES Local Detention Facility Health inspection Report Health and Safety Code Section 101045 CSA#: FACILITY NAME: COUNTY: CITY OF VERNON POLICE DEPARTMENT LOS ANGELES FACILITY ADDRESS(STREET,CITY,ZIP CODE, TELEPHONE): 4305 S. SANTA FE AVE.,VERNON,CA 90058 323/587-5171 CHECK THE FACILITY TYPE AS DEFINED IN TYPE 1: X TYPE II: TYPE III: TYPE[V: TITLE 15,SECTION 1006: ENVIRONMENTAL HEALTH EVALUATION DATE INSPECTED: 04/02/2015 ENVIRONMENTAL HEALTH EVALUATORS(NAME,TITLE,TELEPHONE): LEONARD GROSSBERG,DIRECTOR,323/583-8811 X 231 FACILITY STAFF INTERVIEWED(NAME,TITLE,TELEPHONE): OFFICER ROBERT SOUSA,323/587-5171 X 126 NUTRITIONAL EVALUATION DATE INSPECTED: 04/02/2015 NUTRITIONAL EVALUATORS(NAME,TITLE,TELEPHONE): LEONARD GROSSBERG,DIRECTOR.,323/583-881 t X 231 FACILITY STAFF INTERVIEWED(NAME,TITLE,TELEPHONE): OFFICER ROBERT SOUSA, 323/587-5171 X 126 MEDICAL/MENTAL HEALTH EVALUATION DATE INSPECTED: 04/02/2015 MEDICALIMENTAL HEALTH EVALUATORS(NAME,TITLE,TELEPHONE): LEONARD GROSSBERG,DIRECTOR,323/583-8811 X 231 FACILITY STAFF INTERVIEWED(NAME,TITLE,TELEPHONE): OFFICER ROBERT SOUSA,323/587-5171 X 126 This checklist is to be completed pursuant to the attached instructions. ADULT TYPES COVER;2015 COVER 1 CSA FORM 358(Rev 10/08) 1. ENVIRONMENTAL HEALTH EVALUATION Adult Type 1,H,III and IV Facilities ARTfC'LUSECTION YES NO I NiA COMMENTS Article 12. Food Approach for Providing Food Service , CalCode the California Retail Food n Code(HSC Division 104, Part 7, Chapter 1-13, Section 11370 et seq)has been incorporated into Title 15 for local detention facilities through the rulemaking process. Food served in the facility is prepared in the facility. If"No,"respond to items 1 and 2 below prior to contittuine with the checklist_ 1. Food is prepared at another city or county Should food be required,local fast food restaurants detention facility- will be used to provi& sustenance at no cost. 2. Food is contracted through a private vendor who had been inspected and complies with provisions of CalCode. 1230 Food Handlers The Environmental Health Inspector retains primary responsibility to determine compliance (Note: Title 15, §1230 is in Article H, MMH, but with Section 1230. Compliance should be assessed inspected under Environmental Health due to in consultation with the Nutrition Inspector so that CalCode reference.) X the findings on the Environmental Health Evaluation reflect the observations,expertise and Policy and procedures have been developed and consensus of both parties. implemented for medical screening of(inmate)food handlers prior to workin in the facili _ There are procedures for education,supervision and cleanliness of food handlers in accordance with HSC & 113967. 113952-113961, 113973, 113977. _ 1243 Food Service Plan The Nutrition Inspector retains primary responsibility to determine compliance with There is a food services plan that complies with Section 1243. Compliance should be assessed in applicable California Retail Food Code(CalCode). consultation with the Environmental Health Facilities with an average daily population of 100 or Inspector so that the findings on the Nutritional more have a trained and experienced food service Health Evaluation reflect the observations, manager to prepare and implement a food services expertise and consensus of both parties. The text plan. of the regulation is provided here for reference only. The plan includes:planning menus;purchasing food;storage and inventory control;food Do not identify compliance with this preparation;food serving;transporting food; section here. orientation and ongoing training;personnel supervision;budgets and food cost accounting; See comments. documentation and record keeping;emergency feeding plan;waste management;and,maintenance and repair. In facilities with less than 100 average daily population that do not employ or have access to a food services manager, the facility administrator has prepared a food services plan that addresses the applicable elements listed above. ADULT TYPES ENVIRONMENT;2015 ENV HEALTH PAGE I TYPE 1,11,111&1V-CSA FORM 358(Rev 10108) ARTICLElSECTION YES NO NIA COMMENTS 1245 Kitchen Facilities,Sanitation and Food The Environmental Health Inspector retains Service primary responsibility to determine compliance with Section 1245. Compliance should be assessed Kitchen facilities, sanitation,and food preparation, X in consultation with the Nutrition Inspector so that service and storage comply with standards set forth the findings on the Environmental Health in CalCode. Evaluation reflect the observations,expertise and consensus of both parties. In facilities where inmates prepare meals for self- consumption,or where frozen meals or prepared food from other facilities permitted pursuant to HSC § 114381 is(re)heated and served, the following CalCode standards may be waived by the local health officer. (Note: while the regulation uses the word "waived,"the intent is that the inspector exercises professional latitude to approve alternative methods that that provide for food safety and sanitation in these situations.) HSC § 114065 114130-114141, 114163,New or replacement a ui meat; HSC § 114099.6, 114107if a domestic or No multi-use equipment or utensils are used. commercial dishwasher,capable of providing heat to the surface of utensils of at least 180 degrees Fahrenheit, is used to clean and sanitize multi-service utensils and multi-service consumer utensils; HSC § 114149-114149.3,provided there is mechanical ventilation sufficient to remove gases,odors,steam,heat,grease,vapors and smoke from the kitchen; HSC li 114268-114269 floors amid, HSC § 1 14279-1 14282 Storage area for c leaning a ci men[and .upE lies 1246 Food Serving and Supervision The Environmental Health Inspector retains primary responsibility to determine compliance Policies and procedures ensure that work with Section 1246. Compliance should be assessed assignments are appropriate and food handlers are X in consultation with the Nutrition Inspector so that adequately supervised. Food is prepared and served the findings on the Environmental Health only under the immediate supervision of a staff Evaluation reflect the observations,expertise and member. consensus of both artier_ Article 13. Inmate in and Personal H ygiene 1260 Standard Institutional Clothing Issue Facility holds inmates for no more than 72 hours. No clothing is provided,except in emergency Personal undergarments and footwear may be situations(which includes outer garments and substituted for the institutional undergarments and slippers). footwear specified in this regulation;however, the facility has the primary responsibility to provide these items. There is a standard issue of climatically suitable clothing for inmates held after arraignment in Type 1, II and III facilities,which includes,but is not limited to. Clean socks and footwear; Clean outer arments;and, Clean undergarments, including shorts and tee _ shirt for males;or,bra and two pairs of panties for females. Clothing is reasonably fitted,durable, easily laundered and re uirod. ADULT TYPES ENVIRONMENT;2015 ENV.HEALTH PAGE 2 TYPE 1,II,111&IV-CSA FORM 358(Rev 10108) ARTICLE/SECTION YES NO N/A COMMENTS 1261 Special Clothing No special work assignments are given to inmates. Provision is made to issue suitable additional N rA clothing essential for inmates to perform special work assignments(e.g., food service,medical,farm, sanitation.mechanical and othersped fied work). 1262 Clothing Exchange Facility holds inmates for no more than 72 hours. No clothing is provided,except in emergency There are policies and procedures for the scheduled NIA situations. exchange of clothing. Unless work,climatic conditions, illness,or the Facility holds inmates for no more than 72 hours. CalCode necessitates more frequent exchange,outer No clothing is provided,except in emergency garments,except footwear,are exchanged at least N A situations. once each week. Undergarments and socks are exchanged twice each week. 1263 Clothing Supply There is a quantity of clothing,bedding,and linen available for actual use and replacement needs of the inmate population. There are policies and procedures for the special handling of laundry that is known or suspected to be contaminated with infectious material. 1264 Control of Vermin in Inmates Personal Clothing There are policies and procedures to control the contamination and/or spread of vermin in all inmate personal clorhin . Infested clothing is cleaned,disinfected,or stored in a closed container so as to eradicate or stop the spread of the vermin. 1265 Issue of Personal Care Items There are policies and procedures for issuing P*Twnal hygiene items. Each female inmate is issued sanitary napkins Facility does not house female inmates. and/or tampons as needed. N' i Each inmate to be held over 24 hours who is unable to supply himself/herself with personal care items, is issued the following personal care items: X Toothbrush- Dentifrice. X S.oa ; X Comb;and, Shaving Ini Jemenrs- X With the possible exception of shaving implements, inmates are not required to share any personal care X items listed above. Inmates do not share disposable razors. Double- edged safety razors, electric razors,and other shaving instruments capable of breaking the skin, when shared among inmates are disinfected between X individual uses by the method prescribed by the State Board of Barbering and Cosmetology in §979 and 980, Division 9, Title M,CCR. ADULT TYPES ENVIRONMENT;2015 ENV HEALTH PAGE 3 TYPE I,II,11I&IV-CSA FORM 358(Rev. 10108) ARTICLEISECTION YES NO NIA COMMENTS 1266 Personal Hygiene There are policies and procedures for showering- X bathing, Inmates are permitted to shower-bathe upon assignment to a housing unit and,thereafter,at least X evcry other day and more often if ossible_ 1267 Hair Care Services Facility holds inmates for no more than 72 hours. NIA No hair care services is provided, Hair care services are available. Except for those inmates who may not shave for court identification reasons,or,those who have bad their shaving privileges suspended by the facility administrator because they are a danger to themselves or others, inmates are allowed to shave daily and receive hair care services at least once a month. Equipment is disinfected before use, by a method Only disposable items are used. approved by the State Board of Barbering and Cosmetology to meet the requirements of Title 16, " Division 9, §979 and 980, CCR. Article U Beddin and Linens 1270 Standard Bedding and Linen Issue For each inmate entering a living unit and expected to remain overnight, the standard issue of clean suitable bedding and linens includes,but is not limited to: One serviceable mattress which meets the X requirk,ments of§ 1272 of these regulations, One mattress cover or one sheet; X One towel, arid, One blanket,or more,depending upon climatic conditions. 1271 Bedding and Linen Exchange There are policies and procedures for the scheduled X exchange of laundered bedding and linen issued to each inmate housed. Washable items such as sheets, mattress covers,and towels are exchanged for clean replacement,at least X once each week. Where a top sheet is not issued,blankets are laundered or dry cleaned at least once a month. When a top sheet is issued,blankets are laundered or dry cleaned at least once every three months. 1272 Mattresses Mattresses are enclosed in an easily cleaned,non- absorbent ticking and conform to the size of the bunk as referenced in Title 24, Section 470A.3.5 Beds(at least 30"wide X 76" long). Any mattress purchased for issue to an inmate in a facility which is locked to prevent unimpeded access to the outdoors, is certified by the X manufacturer as meeting all requirements of the State Fire Marshal and Bureau of Home Furnishings test standard 121, 129 or most recent ADULT TYPES ENVIRONMENT;2015 ENV HEALTH PAGE 4 TYPE I,11,111&IV-CSA FORM 358(Rev. 10108) ARTICLE SECTION YES J, NO I N1A I COMMENTS Article 15.Facility Sanitation and Safety 1280 Facility Sanitation,Safety and Maintenance There are policies and procedures for the maintenance of an acceptable level of cleanliness, re air and safety throtr gout the fiLcjility. The plan provides for a regular schedule of housekeeping tasks and inspections to identify and x correct unsanitary or unsafe conditions or work racticrs. Medical care housing as described in Title 24, Part 2, §470A2.14 is cleaned and sanitized according to policies and procedures established by the health authorin., Other Applicabie Codes Title 24,Uniform Building Code—Plumbing Toilet bowls,wash basins,drinking fountains, and showers are clean and in good repair. Title 24,Uniform Building Code—Cleanliness and Repair x Floors,walls, windows,grillwork and ceilings are clean and in good repair. Title 24,Part 1, 13-102(c)6—Heating and Cooling There is provision for a comfortable living environment in accordance with the heating, ventilating,and air conditioning requirements of Parts 2 and 4 and energy conservation requirements of Part 6,Title 24,CCR. Title 24,Uniform Plumbing Code—Floor Drains x Floor drains are flushed at least weekI , fra s contain water to prevent esmpe of sewer a-s. Grids and grates are resent_ Title 24,Part 2,470A.3.6—Lighting Lighting in housing units,dayrooms and activity areas is sufficient to permit easy reading by a person with normal vision. 20 foot candles light are provided at desk level and in the grooming area. (gpplicable to facilities constructed after 1980.) Lighting is centrally controlled or occupant controlled in housing cells or rooms. Night lighting provides good vision for supervision. (Applicable to acl hmr constructed J er 1980. CA Safe Drinking Water Act Potable water is supplied from an approved source in satisfactory com liance with this Act. ADULT TYPES ENVIRONMENT;2015 ENV HEALTH PAGE 5 TYPE I,11,ill&IV-CSA FORM 358(Rev 10108) ARTICLEISE ON YES NO N/A COMMENTS Local Ordinances Solid,toxic and infectious wastes are disposed of in accordance with state and local laws and regalatiom, HSC§ 1803 The facility is free of vermin(or vermin signs),and ttleral housekeeping is sadsf=orv. General Industry Safety Order,Title 8-3362 The facility is free of structural and other safety hazards. Summary of environmental health evaluation: FACILITY IS IN EXCELLENT CONDITION, AND MEETS ALL CONDITIONS OF HSC FOR ENVIRONMENTAL HEALTH STANDARDS. NO FOOD IS PREPARED ON-SITE, YET READY TO EAT MEALS MAY BE SERVED PRIOR TO TRANSPORTATION TO ANOTHER TYPE I HOLDING FACILITY. ADULT TYPES ENVIRONMENT;2015 ENV_HEALTH PAGE 6 TYPE 1,,11,111&IV-CSA FORM 358(Rev 10108) II. NUTRITIONAL HEALTH EVALUATION Adult Type I, II,III and IV Facilities ARTICL£JSEC 1 ON V E4 I NO I WA C_�t3hr1M1N NTS Article 12. Food 1230 Food Handlers The Environmental Health Inspector retains primary responsibility to determine compliance (Note: Title 15, §1230 is in Article 11, MMH, but with Section 1230. Compliance should be assessed inspected under Environmental Health due to in consultation with the Nutrition Inspector so that CalCode reference.) Do not identify the findings on the Environmental Health compliance with this Evaluation reflect the observations,expertise and Policy and procedures have been developed and regulation here. consensus of both parties. The text of the implemented for medical screening of(inmate)food See comments. regulation is provided here for reference only. handlers riot-to working in the facility. There are procedures for education, supervision and cleanliness of food handlers in accordance with HSC 113967,l 13952-113961,113973, 113977.. 1240 Frequency of Serving Food is served three times in any 24-hour period. At least one meal includes hot food. If more than 14 hours passes between these meals, supplemental food is served_ Supplemental food is served in less than the 14-hour period for inmates on medical diets, if prescribed by the responsible h ician__ _ A minimum of fifteen minutes is allowed for the actual consumption of each meal except for those inmates on therapeutic diets where the responsible physician has prescribed additional time. Inmates who miss or may miss a regularly scheduled facility meal,are provided with a beverage and a sandwich or a substitute meal. _ Inmates on therapeutic diets who miss a regularly scheduled meal,are provided with their prescribed meal. _ 1241 Minimum Diet (See regulation and guidelines for equivalencies and serving requirements_) The minimum diet in every 24-hour period consists of the full number of servings specified from each of the food groups below. Facilities electing to provide vegetarian diets for any reason also conform to the dietary ideIines_ Protein Group. The daily requirement is equal to three servings,each containing at least 14 grams of protein- There is an additional,fourth serving of legumes three days Der week. Dairy Group. The daily requirement for milk or milk equivalents is three servings,each of which is equivalent to 8 oz.of fluid milk and providing at least 250 mg. of calcium. The requirement for persons who are 15-17 years of age and for pregnant and lactatinp-women is four servings. A serving is equivalent to 8 fluid ounces of milk and provides at least 250 mt;. of calcium. All milk is fortified with Vitamin A and D. ADULT TYPES NUTRITION;2015 NUTRITION PAGE 1 TYPE 1,11,111&IV CSA FORM 358(Rev- 10108) ARTICLEf EMON YES NO N/A COMMENTS Vegetable-Fruit Group. The daily requirement is at least five servings. At least one serving is from each of the following categories, One serving of a fresh fruit or vegetable. One serving of a Vitamin C source containing 30 mg. or more. One serving of a Vitamin A source containing 200 micrograms Retinol Equivalents(RE)or more. Grain Group. The daily requirement is at least six Servings. At least three servings from this group are made with some whole n roduc#.s_ Additional servings from the dairy, vegetable-fruit, and grain groups are provided in amounts to assure caloric supply is at the required levels. (See RDA for recommended caloric intakes. Fat is added only in minimum amounts necessary to make the diet palatable. Total dietary fat does not exceed 30 percent of total calories on a weekly basis. 1242 Menus (Applicable in Type 11 and 111 facilities and in those Type N facilities where food is served.) Menus are planned at least one month in advance of their use. Menus are planned to provide a variety of foods,thus preventing repetitive meals. A registered dietitian approves menus before they are used. If any meal served varies from the planned menu,the change is noted in writing on the menu and/or reduction sheet_ A registered dietitian evaluates menus,as planned and including changes,at least annuall _ 1243 Food Service Plan There is a food services plan that complies with applicable California Retail Food Code(CalCode). Facilities with an average daily population of 100 or more have a trained and experienced food service manager to prepare and implement a food services tan that includes: Plarkning menus, Purchasing food-, SkTage and inven control; Food pr%amtion, Food serving, Transporting T*mporting food; Orientation and ongoing trainin ; Personnel supervision, Budgets and food cost accounting; Documentation and record kee in ; Ern cy fe*411 tan- — Waste mane ercent;and. Maintenance and re air_ In facilities of less than 100 average daily population that do not employ or have access to a food services manager, the facility administrator has prepared a food services plan that addresses the applicable elements listed above. ADULT TYPES NUTRITION;2015 NUTRITION PAGE 2 TYPE 1,11,lit&IV CSA FORM 358(Rev_ 10108) ARTICLEISECTION YES NO NIA COMMENTS 1245 Kitchen Facilities,Sanitation and Food The Environmental Health Inspector retains Service primary responsibility to determine compliance with Section 1245. Compliance should be assessed Kitchen facilities, sanitation, and food preparation, in consultation with the Nutrition Inspector so that service and storage comply with standards set forth in the findings on the Environmental Health CalCode. Evaluation reflect the observations,expertise and In facilities where inmates prepare meals for self- consensus of both parties. The text of the consumption,or where frozen meals or prepared food regulation is provided here for reference only. from other facilities permitted pursuant to HSC § 114381 is(re)heated and served,the following CalCodestandards may be waived by the local health officer. (Note: while the regulation uses the word "waived,"the intent is that the inspector exercises professional latitude to approve alternative methods that that provide for food safety and sanitation in Do not identify these situations. compliance with this HSC § 114130-114141,114163,New or regulation here. replacement equipment See comments. HSC § I 14099.6, 114107 if a domestic or commercial dishwasher, capable of providing heat to the surface of utensils of at least 180 degrees Fahrenheit,is used to clean and sanitize multi-service utensils and multi-service consumer utensils. HSC§1 14 149-1 1 4 149.3 ,provided there is mechanical ventilation sufficient to remove gases,odors,steam,heat,grease, vapors and smoke from the kitchen; HSC 114268-114269 Floors and, HSC § 114185-114185.5 Storage area for cleaning ego i mcnt and supplies. 1246 Food Serving and Supervision The Environmental Health Inspector retains primary responsibility to determine compliance Policies and procedures ensure that work assignments Do not identify with Section 1230. Compliance should be assessed are appropriate and food handlers are adequately compliance with this in consultation with the Nutrition Inspector so that supervised. Food is prepared and served only under regulation here. the findings on the Environmental Health the immediate supervision of a staff member. See comments. Evaluation reflect the observations,expertise and consensus of both parties. The text of the re ulation is rovided here for reference only. 1247 Disciplinary Isolation Diet Inmates with special diet needs are transferred out. No inmate receiving a prescribed medical diet is placed on a disciplinary isolation diet without review ? ` by the responsible physician or pursuant to a plan approved by the physician. The disciplinary isolation diet is an exception to the three-meal-a-day standard and is served twice in each 24-hour period. Each serving consists of one-half of the loaf(or a minimum of 19 ounces cooked loaf)described in the regulation or, if approved by the Corrections Standards Authority,another equally nutritious diet. Additionally the inmate receives two slices of whole wheat bread and at least one quart of drinking water, if the cell does not have a water supp Iv. ADULT TYPES NUTRITION-2015 NUTRITION PAGE 3 TYPE 1,Il,III&IV CSA FORM 358(Rev 10108) ARTICLEISECTION YES NO NIA COMMENTS 1248 Medical Diets Policies identify who is authorized to prescribe medical diets. Therapeutic diets utilized by a facility are planned, prepared and served with consultation from a roistered dietitian. The facility manager complies with providing any medical diet prescribud for an inmate. There is a medical diet manual that includes sample menus. It is available to in-facility medical personnel and food service staff for reference and information. A registered dietitian reviews,and the responsible physician approves, the diet manual on an annual basis. Summary of nutritional evaluation: FACILITY IS IN FULL COMPLIANCE OF NUTRITIONAL EVALUATION. MINIMUM STANDARDS HAVE BEEN MET, AND ANY INMATE REQUIRING SPECIAL ATTENTION IS TRANSFERRED OUT IMMEDIATELY. SINCE INMATES ARE NOT HOUSED IN THE CITY OF VERNON FACILITY, NO REGULARLY SCHEDULED MEALS ARE PROVIDED. INMATES ARE PROCESSED AND RELEASED/TRANSFERRED AS SOON AS POSSIBLE. SHOULD AN INMATE REQUEST A MEAL WHILE WAITING TO BE TRANSFERRED, THE JAILER WILL SEND FOR A READY TO EAT MEAL TO BE PICKED UP AT A NEARBY LICENSED RESTAURANT. ADULT TYPES NUTRITION;2015 NUTRITION PAGE 4 TYPE I.Il.111&TV CSA FORM 358(Rev_ 10/08) III. MEDICALIMENTAL HEALTH EVALUATION Adult Type 1, H,III and IV Facilities ARTICLBISECHON I YES ;tiD I NIA I COMMENTS Article 11. Health Services 1200 Responsibility For Health Care Services NO ON-SITE HEALTH CARE STAFF IS PROVIDED_ The facility administrator has developed a plan to ensure provision of emergency and basic health care services to all inmates. Clinical judgments are the sole province of the NO ON-SITE HEALTH CARE STAFF IS responsible physician,dentist, and psychiatrist or X PROVIDED. psyyhologist,res tively: Security regulations are applicable to facility staff NO ON-SITE HEALTH CARE STAFF IS and health care rsenrm]. PROVIDED. At least one physician is available. NO ON-SITE HEALTH CARE STAFF IS PROVIDED. In Type IV facilities where routine health services are TYPE I FACILITY. provided by access to the community,there is a written plan for the treatment,transfer,or referral of emergencies. (When Type IV facilities provide health services within the facility, they must meet applicable re daiirrns. as do other acilihes.) _ 1202 Health Service Audits(Applicable to facilities NO ON-SITE HEALTH CARE STAFF IS with on-site health care staff) PROVIDED. There is a written plan for annual statistical NIA summaries of health care and pharmaceutical services that are provided, There is a mechanism to assure that the quality and NO ON-SITE HEALTH CARE STAFF IS adequacy of health care services are assessed NIA PROVIDED. annually- There is a process for correcting identified NO ON-SITE HEALTH CARE STAFF IS deficiencies in the health care and pharmaceutical N!A PROVIDED. services delivered. Based on information from these audits,the health NO ON-SITE HEALTH CARE STAFF IS authority provides the facility administrator with an PROVIDED. annual written report on health care and ' pharmaceutical services delivered. 1203 Health Care Staff Qualifications(Applicable NO ON-SITE HEALTH CARE STAFF IS to facilities with on-site health care staff) PROVIDED. There are policies and procedures to assure that state N?A licensing,certification,or registration requirements and restrictions that apply in the community,also app iv to health care personnO in the faciIi Health care staff credentials are on file at the facility NO ON-SITE HEALTH CARE STAFF IS or another central location where they are available N-;� PROVIDED. for review. 1204 Health Care Procedures (Applicable to NO ON-SITE HEALTH CARE STAFF IS facilities with on-site health care staff) PROVIDED. Medical care performed by personnel other than a NF A physician, is performed pursuant to written protocol or order of the res onsible phy5ician. ADULT TYPES MED-MH MEDICAL/MH PAGE 1 TYPE 1,11.111&IV CSA FORM 358(Rev 10/06) ARTICLEISECTION YES NO NIA COMMENTS 1205 Health Care Records (Applicable to facilities NO ON-SITE HEALTH CARE STAFF IS with on-site health care staff) PROVIDED. X Individual,complete and dated health records are maintained and indLido, but are not limited to: (1)Receiving screening form/history(Note: The NO ON-SITE HEALTH CARE STAFF IS intake receiving screening form may also be PROVIDED. included in the custody file. See Guidelines for discussion.), (2)Medical/mental health evaluation reports; N NO ON-SITE HEALTH CARE STAFF IS PROVIDED. (3)Complaints of illness or injury; NO ON-SITE HEALTH CARE STAFF IS PROVIDED. (4)Names of personnel who treat prescribe, No treatment or administration of prescription and/or administer/deliver prescription N;'A medication is conducted on-site. medication; 5 Location where treatment is provided, and, (6)Medication records in conformance with Title 15 § 1216. Physician-patient confidentiality privilege is applied NO ON-SITE HEALTH CARE STAFF IS to the record;the health authority controls access; PROVIDED. health record files are maintained separately from other inmate jail records. The responsible physician or designee communicates information obtained in the course of medical-mental health screening and care to jail authorities when necessary for the protection of the welfare of the inmate or others, management of the jail,or maintenance of jail security and order. The inmate's written authorization is necessary for NO ON-SITE HEALTH CARE STAFF IS transfer of health record information unless otherwise X PROVIDED. provided by law or regulation- Inmates are not used for medical record keeping. 1206 Health Care Procedures Manual(Applicable to facilities with on-site health care staff) There is a health services manual,with policies and procedures that conform to applicable state and federal law. The manual is reviewed and updated at least annually. The health care manual includes,but is not limited to: Summoning and application of proper medical —aid; Contact and consultation with private physicians, Emergency and non-emergency medical and dental serviccs, inf-luding transportation', Provision for medically required dental and medical prostheses and a lasses- Notification of next of kin or legal guardian in case of serious illness which may result in death; Provision for screening and care of pregnant and No females are housed at this facility. lactating women, including postpartum care,and N/A other services mandated by statute: Screening,referral and care of mentally NO ON-SITE HEALTH CARE STAFF IS disordered and developmentally disabled X PROVIDED. irurnatcs; ADULT TYPES MED-MH MEDICAUMH PAGE 2 TYPE 1,11,111&IV CSA FORM 358(Rev 10106) ARTICLE/SECTION YES NO NIA COMMENTS Implementation of special medical programs; NO ON-SITE HEALTH CARE STAFF IS PROVIDED. Management of inmates suspected of or confirmed to have communicable diseases: The procurement,storage,repackaging,labeling, NO ON-SITE HEALTH CARE STAFF IS dispensing, administration-delivery to inmates, X PROVIDED_ and disposaf of pharmaceuticals. Use of non-physician personnel in providing NO ON-SITE HEALTH CARE STAFF IS medical care; PROVIDED. Provision of medical diets; NO ON-SITE HEALTH CARE STAFF IS PROVIDED. Patient confidentialiLy and its exceptions; Transfer of pertinent individualized health care information(or documentation that no health care information is available),to the health authority of another correctional system,medical facility or mental health facility at the time each inmate is transferred and prior to notification to HSC Sections 121361 and 121362 for inmates with known or suspected active tuberculosis disease: Procedures for notifying facility health care staff of a pending transfer allow sufficient time to re_pare the summary._ The summary information identifies the sending facility, is in a consistent format that includes the need for follow-up care, diagnostic tests performed,medications prescribed,pending appointments, significant health problems and other information that is necessary to provide for continufty of health care. Necessary inmate medication and health care information are provided to the transporting staff,together with precautions necessary to protect staff and inmate passengers from disease transmission during tram port_ Forensic medical services,including drawing of blood alcohol samples,body cavity searches,and other functions for the purpose of prosecution are not be performed by medical personnel responsible for providing ongoing health care to the inmates. 1206.5 Management of Communicable Diseases There is a written plan that addresses the identification,treatment,control and follow-up management of communicable diseases. The plan reflects the current local incidence of communicable diseases which threaten the health of inmates and staff and includes: Intake health scmening procedures-, Identification of relevant s m toms; Referral for medical evaluation x Treatment responsibilities during incarceration; and., ADULT TYPES MED-MH MEDICAUMH PAGE 3 TYPE I,II,111&IV CSA FORM 358(Rev 10106) ARTICLE/SECTION YES NO NIA COMMENTS Coordination with public and private community-based resources for follow-up X treatment. _ Consistent with the plan,there are policies and procedures that conform with applicable state and federal law,which include but are not limited to: The types of communicable diseases to he reported. The persons who must receive the medical X reports-- Sharing of medical information with inmates and custody staff.; Medical procedures required to identify the presence of disease(s)and lessen the risk of X exposure to others: Medical confidential ity requirements, X Housing considerations based upon behavior, medical needs,and safety of the affected X inmates; Provision for inmates consent that address the X limits ofconfidentiality, and, Reporting and appropriate action upon the possible exposure of custody staff to a X communicable disease. 1207 Medical Receiving Screening A receiving screening is performed on all inmates at the time of intake. re lation !� inn.) This screening is completed in accordance with procedures established by the responsible physician X in cooperation with the facility administrator. The screening includes,but is not limited to,medical, mental health,developmental disabilities,and communicable diseases, including,TB and other airborne diseases. The screening is performed by licensed health care staff or by trained facility staff. There is a written plan for compliance with PC§ 2656,which allows prisoners to keep prescribed orthopedic or prosthetic appliances unless an immediate risk to security has been determined. There is a written plan to provide medical care for any inmate who appears in the need of or requests medical,mental health or developmental disability treatment. 1207.5 Special Mental Disorder Assessment TYPE I FACILITY (Not applicable Type I&IV. Type 1 facilities are expected to transfer these women to an appropriate facility where the assessment can occur.) There are written procedures for the mental health N"A screening of women who have given birth within the past year and are charged with murder or attempted murder of their infant Screening occurs at intake and,if postpartum psychosis is indicated,a referral for further evaluation is made. ADULT TYPES MED-MH MEDICAUMH PAGE 4 TYPE 1.IL III&TV CSA FORM 358(Rev 10/06) ARTICLE/SECTION YES NO NIA COMMENTS 1208 Access to Treatment A written plan has been developed and implemented for identifying,assessing,treating and/or referring any inmate who appears to be in need of medical, mental health or developmental disability treatment at any time during incarceration. Health care personnel perform the evaluation. x Trained Jail personnel screen the inmate and request Health care rsonnel opinion if necewiry- 1209 Transfer to a Treatment Facility (Not applicable Type I and IV) There are policies and procedures to provide mental health services that include but are not limited to: Screening for mental health problenis. x Crisis intervention and management of acute psychiatric episodes: Stabilization and treatment of mental disorders; and. _ Medication sapNri services. x Provision is made to evaluate or transfer mentally disordered inmates to a Lanterman Petris Short treatment facility for further evaluation as provided in PC §4011.6 or 4011.8, unless the jail contains a deli aced treatment fwiIl 1210 Individualized Treatment Plans Inmates with special needs are transferred out. Treatment staff develops a written individualized N A plan for each inmate treated by the medical and/or mental health staff. Custody staff is informed of the treatment plan when Inmates with special needs are transferred out. necessary to ensure coordination and cooperation in N,'A the ongoing care of the inmate. Where recommended by treatment staff,the plan Inmates with special needs are transferred out. includes referral to treatment after release from the NIA facility- 1211 Sick Call There are policies and procedures for daily sick call for all inmates. Any inmate requesting health care is provided that attention. 1212 Vermin Control There is a written plan for the control and treatment of vermin infested inmates,including medical x protocols,for treating persons suspected of being infested or having contact with vermin-infested inmates. 1213 Detoxification Treatment (Not applicable Type IV) Medical policies on detoxification which a statement as to whether detoxification will be provided within the facility or require transfer to a licensed medical facility,and,procedures and symptoms necessitating immediate transfer to a hospital or other medical facility- ADULT TYPES MED-MH MEDICAUMH PACE 5 TYPE 1,11,111&IV CSA FORM 358(Rev_ 10/06) ARTICLEISEMON YES NU NIA COMMENTS When medically licensed personnel are not in attendance, inmates undergoing withdrawal reactions, judged or defined as not readily controllable with available medical treatment,are transferred to an a re riatt medical facili . 1_ 1214 Informed Consent There is a written plan to assure informed consent of inmates in a languagc understood by the inmate. Except in emergencies,as defined in Business and Professional Code§2347 and Title 15 § 1217, all examination,treatments and procedures affected by X informed consent standards in the community are likewise observed for inmate care. For minors and conservatees,the informed consent of No minors or consevatees are housed at this facility. parent,guardian,or legal custodian applies when the law requires it. Absent informed consent in non- N!A emergency situations, a court order is required before invalu tar treatment is done. Any inmate who has not been adjudicated to be X Lneompetem may refuse non-emergency health care. 1215 Dental Care Emergency and medically required dental care is X provided to inmates. UpOrl re uest_ 1216 Pharmaceutical Management Inmates with special needs are transferred out. Pharmaceutical policies,procedures,space and QUA accessories include_ but are not limited to: Securely lockable cabinets,closets and refrigeration units: A means for the positive identification of the recipient o f the prescribM medication: Administration/delivery of medicines to minors asprescribed: Confirmation that the recipient has ingested the medication or accounting for medication under self-administration procedures outlined in Title 15. § 1216: Documenting that prescribed medications have or have not been administered,by whom,and if nol,for what reason; Prohibiting delivery of Orugs by inmatm Limitation to the length of time medication may be administered without further medical evaluation; Limitation to the length of time allowable for a physician's signature on verbal orders_ and. An annual written report is prepared by a pharmacist on the status of pharmacy services, and provided to the health authority and facility administrator. There are written protocols that are consistent with Inmates with special needs are transferred out. pharmacy laws and regulations,and limit the following functions to being performed by the identified rsonnel; Procurement is done only by a physician,dentist, harmacist. or other per&ori authorized by Ia%N. ADULT TYPES MED-MH MEDICAUMH PAGE 6 TYPE 1,11,111&IV CSA FORM 358(Rev. 10/06) ARTICLE/SECTION YES NO N/A COMMENTS _ Medication storage assures that stock supplies of legend medications are accessed only by licensed health care personnel. Supplies of legend medications that have been properly dispensed and supplies of over-the-counter medications may be accessed by both licensed and non- licensed staff. Repackaging is done only by a physician, dentist, halTnacisr,or other persons authorized by law. Labels are prepared by either licensed or non- licensed personnel, provided the label is checked and affixed to the container by the physician, dentist,or pharmacist before administration or delivery to the inmate. Labels are prepared in accordance with Business and Professions Code 4076. _ Dispensing is only done by a physician,dentist, harmacist, or persons authorized by law. Administration of medication is only done by authorized and licensed health care personnel acting on the order of a prescriber. Licensed and non-licensed personnel may deliver medication acting on the order of a prcscribcr. Disposal of legend medication is done accordance with pharmacy laws and regulations and requires any combination of two of the following classifications: physician,dentist, pharmacist,or reregistered nurse. Controlled substances are disposed of in accordance with Drug Enforcement Administration disposal procedures- There are written procedures for managing and Inmates with special needs are transferred out. providing over-the-counter medications,which include but are not limited to how they are made N!A available,documentation when delivered by staff and rec autorzs against hoardin tare uantities, Policy and procedures may allow inmate self- Inmates with special needs are transferred out. administration of prescribed medication under limited circumstances(see regulation text). If self- administration of prescription drugs is not allowed, NIA this subsection is"not applicable." When allowed, policies and procedures must include but are not limited to: Medications permitted for self-administration are limited to those with no recognized abuse potential. Medication for treating tuberculosis, psychotropic medication, controlled substances, injectablcs and any medications for which documentation of ingestion is essential,are excluded from self-administration. Inmates with histories of frequent rule violations of any type,or those who are found to be in violation of rules regarding self-administration, cannot participate- Prescribing health care staff must document that each inmate participating in self-administration is capable of understanding and following the rules of the program and instructions for medication use. ADULT TYPES MED-MH MEDICAUMH PAGE 7 TYPE I,II,111&IV CSA FORM 358(Rev IG/06) ARTICLEISECTION YES NO N1A COMMENTS _ Provisions are made for the secure storage of the prescribed medication when it is not on the irunate's person_ Provisions are made for consistent enforcement of self-medication rules by both custody and health care staff, with systems of communication among them when either one finds that an inmate is in violation of rules rng"ing the prqgmrn Health care staff performs documented assessments of inmate compliance with self- administration medication regimens. Compliance evaluations are done with sufficient frequency to guard against hoarding medication and deterioration of the inmate's health. _ 1217 Psychotropic Medications Inmates with special needs are transferred out. (Nat applicable Type II!) N?A There are policies and procedures governing the use or psychotropic medications. Involuntary administration of psychotropic Inmates with special needs are transferred out. medication is limited to emergencies. (See Business N+A and Professional Code §2397 and the text of Title 15 }2}7 or de rndion of an emer n _ If psychotropic medication is administered in an Inmates with special needs are transferred out. emergency,such medication is only that which is N!A required to treat the emergency condition. Medication is prescribed by a physician in written Inmates with special needs are transferred out. form in the inmate's record or by verbal order in a dosage appropriate to the inmate's need. Verbal NIA orders are entered in the inmate's record and signed by a physician within 72 hours. There is a protocol for supervising and monitoring Inmates with special needs are transferred out. inmates who are involuntarily receiving psychotropic N.-A medication. Psychotropic medication is not administered to an Inmates with special needs are transferred out. inmate absent an emergency unless:(1)the inmate has given his or her informed consent in accordance with WIC § 5326.2;or,(2)has been found to lack the capacity to give consent pursuant to the county's N/A hearing procedures under the Lanterman-Petris-Short (LPS)Act for handling capacity determinations and subsequent reviews. (Note: Inspectors need to be aware of differing consent requirements for juveniles held in adult acilities,) Policies limit the length of time both voluntary and Inmates with special needs are transferred opt. involuntary psychotropic medications may be NJA administered. There is a plan for monitoring and re-evaluating all Inmates with special needs are transferred out. inmates receiving psychotropic medications, NIA j nc lud in&a review of all enter enc y situations. The administration of psychotropic medication is not N/A Inmates with special needs are transferred out. allowed for disciplinary reasons. 1219 Suicide Prevention Program There is a written suicide prevention plan designed to identify,monitor and provide treatment for those inmates who presvnt a suicide risk. ADULT TYPES MED-MH MEDICAUMH PAGE 8 TYPE L 11.❑I&IV CSA FORM 358(Rev 10/06) ARTICLFISECTION YES NO NIA COMMENTS 1220 First Aid Kits x One or more first aid kits are available in the facility- The responsible physician has approved the contents, number, location and procedure for periodic ins Sion of the kits " 1046 Death in Custody Written policy and procedures assure that there is a review of each in-custody death. The review team includes the facility administrator and/or manager; X the health administrator;the responsible physician; and other health care and supervision staff who are relevant to the incident. When a minor dies in a facility, the administrator of Minors are not housed at this facility. the facility provides the Corrections Standards Authority with a copy of the death in custody report that is submitted to the Attorney General under Government Code Section 12525,within 10 days of the death. 1051 Communicable Diseases Upon identification,all inmates with suspected x communicable diseases are segregated until a medical evaluation can be coin k- c"d In absence of medically trained personnel at the time of intake into the facility,an inquiry is made to determine if the inmate has or has had any communicable diseases,or has observable symptoms of communicable diseases, including but not limited to tuberculosis or other airborne diseases,or other special medical problems identified by the health authority. The inmate's response is noted on the booking form and/or screenine device. 1052 Mentally Disordered Inmates There are policies and procedures to identify and evaluate all mentally disordered inmates,with x segregation provided, if necessary to protect the I safety of the inmate of others. _ A physician's opinion is secured within 24 hours of identification or at the next daily sick call,whichever is earliest. _ 1055 Use of Safety Cell A safety cell,specified in Title 24,Section 2- 470A.2.5, is used only to hold inmates who display x behavior that results in the destruction of property or reveals an intent to cause physical harm to self or others. There are policies and procedures,written by the facility administrator in cooperation with the respMible physician,governingsafety cell use. _ Safety cells are not used for punishment or as a substitute for treatment. ADULT TYPES MED-MH MEDICAUMH PAGE 9 TYPE L 11"111&IV CSA FORM 358(Rev_ 10106) ARTiCLEiSI;C1ION YES NO N A COMMENTS Placement requires the approval of the facility manager or watch commander, or a physician ?{ delegated by the facitit y manager. There are procedures that assure necessary nutrition and fluids are administered. Continued retention of the inmate is reviewed a minimum of every eight hours. Inmates are allowed to retain sufficient clothing,or are provided with a"safety garment" to provide for personal privacy unless risks to the inmate's safety or facility security are documented. Direct visual observation is conducted at least twice every 30 minutes and is documented. Continued retention of inmate is reviewed a minimum X of every eip-ht hours. A medical assessment is secured within 12 hours of placement in this cell or at the next daily sick call, whichever is earliest, and medical clearance for X continued retention is secured every 24 hours thereafter. A mental health opinion on placement and retention is secured within 24 hours of placemenc. 1056 Use of Sobering Cell Pursuant to policies and procedures,a sobering cell, specified in Title 24, Part 2 §470A.2.4, is used only for housing inmates who are a threat to their own safety or the safety of others due to their state of intoxication. Policies and procedures for managing the sobering cell, include handling both males and females. Intermittent direct visual observation of inmates in sobering cells conducted no less than evcry half hour. An evaluation by a medical staff person or by custody staff,pursuant to written medical procedures in accordance with Section 1213 of these regulations, X occurs whenever any inmate is retained in a sobering cell for more than six hours. Such inmates are removed from the sobering cell X when thev are able to continue with processing. 1057 Developmentally Disabled Inmates There are procedures to identify and evaluate all X developmentally disabled inmates. (7ote: Appropriate housing is based on T-15§ 1050, Classi lcarron- A contact to the regional center occurs within 24 hours when an inmate is suspected or confirmed to be X. developmentally disabled. (Applicable only in facilities holding inmates in excess of24 hours.) ADULT TYPES MED-MH MEDICAL/MH PAGE 10 TYPE 1,11,111&IV CSA FORM 358(Rev 10106) ARTICLE/SECTION YES NO VA COMMENTS 1058 Use of Restraint Devices (Note: The regulation distinguishes "use of force" from use of restraints. The provisions of this regulation do not apply to the use of handcuffs, shackles or other restraint devices when used to restrain minors for movement or transportation. Health inspectors should familiarize themselves with this discussion in the Medical-Mental Health Guidelines and contact their CSA Field Representative if there are questions regarding applicability to a particular facility.) Restraints are used only to hold inmates who display behavior that results in the destruction of property or reveals an intent to cause physical harm to self or i others. Restraints are not used as a discipline or as a X substitute for treatment. There are polices and procedures for the use of restraint devices including acceptable restraint devices; signs or symptoms which should result in immediate medical/mental health referral;availability X of CPR equipment;protective housing of restrained persons;provisions for hydration and sanitation needs. and exercising ofextrmities_ Inmates are placed in restraints only with approval of the facility manager, watch commander,or if dele ated,a pkysician. All inmates in restraints are housed alone or in a 5 ified area for restrained inmates. Direct visual observation is conducted and logged at least twice every 30 minutes. Continued retention in such restraints is reviewed X every two hours. A medical opinion on placement and retention is secured as soon as possible but no later than four X hours from the time of placement. Medical review for continued retention in restraint devices occurs at a minimum of every six hours. A mental health consultation is secured as soon as possible,but no later than eight hours from the time of placement. 1121 HEALTH EDUCATION FOR MINORS This section only applies to Type 11 facilities that IN JAILS held adjudicated minors during the 12 months prior to the date of this inspection. Written policy and procedures assure that age-and sex-appropriate health education and disease pTrvention programs are offered to minors. The health education programs are updated as TYPE I FACILITY(NO MINORS) necessary to reflect current health priorities and meet the needs of the confined population. h ADULT TYPES MED-MH MEDICAIJMH PAGE I I TYPE 1,II,111&IV CSA FORM 358(Rev 10/06) ARTICLE/SECTION YES NO NIA COMMENTS 1122 REPRODUCTIVE INFORMATION This section only applies to Type II facilities that AND SERVICES FOR MINORS IN held adjudicated minors during the 12 months prior JAILS to the date of this inspection. Written policy and procedures assure that reproductive health services are available to both male and female minors. Reproductive services shall include but not be limited TYPE I FACILITY(NO MINORS) to those prescribed in WIC§220,221 and 222,and NIA HSC§ 123450. 1123 HEALTH APPRAISALSIMEDICAL This section only applies to Type II facilities that EXAMINATIONS FOR MINORS IN held adjudicated minors during the 12 months prior JAILS to the date of this inspection. WA TYPE I FACILITY(NO MINORS) For minors who are transferred to jails,policy and procedures assure that the health appraisal/medical examination: is received from the sending facility; is reviewed by designated health care staff at the receiving facili ;and absent a previous appraisal/examination or receipt of the record,a health appraisal/medical examination,as outlined in Minimum Standards for Juvenile Facilities,Section 1432,is completed on the minor within 96 hours of admission. 1124 PROSTHESES AND ORTHOPEDIC This section only applies to Type It facilities that DEVICES held adjudicated minors during the 12 months prior to the date of this inspection. There are written policy and procedures regarding the N.,A provision,retention and removal of medical and TYPE I FACILITY(NO MINORS) dental prostheses,including eyeglasses and hearing aids. Prostheses are provided when the health of the minor TYPE I FACILITY(NO MINORS) would otherwise be adversely affected,as determined N`A by the responsible ph ician. Procedures for the retention and removal of TYPE I FACILITY(NO MINORS) prostheses shall comply with the requirements of N}Penal Code§2656. 1125 PSYCHOTROPIC MEDICATIONS This section only applies to Type II facilities that held adjudicated minors during the 12 months prior to the date of this inspection. The impact for Type Hfacilities is that, in addition to TYPE I FACILITY(NO MINORS) being in compliance with Title 15, Section 1214 (Consent)and Section 1217(Psychotropic Medications). The following additional policies and procedures must be implemented for juveniles held in ;A custody: (a;4) provision that minors who are on psychotropic medications prescribed in the community are continued on their medications pending re-evaluation and further determination by a physician; ADULT TYPES MED-MH MEDICAL/MH PAGE 12 TYPE 1,II,111&IV CSA FORM 358(Rev_ 10106) ARTICUISECY'!<ON YES NO WA COMMENTS (a; 5) provision that the necessity for continuation TYPE I FACILITY(NO MINORS) on psychotropic medications is addressed in pre- NIA release planning and prior to transfer to another faci I ity or Progam., and. (b; 1) minors are informed of the expected TYPE I FACILITY(NO MINORS) benefits,potential side effects and alternatives to NIA psychotropic medications. Other Applicable Codes Title 24 Part 2§470.2.12—Medical Exam Room Constructed prior to 2-1-99. (TYPE I FACILITY) Availability In facilities constructed after 2-1-99,a medical examination room is available in every facility that \ A provides on-site health care. Prior to 2-1-99,every Type II and III facility designed to house 25 or more inmates must have a medical exam room. The examination room must: Be su itab ly a ui ed; Be located within the security area and provide for inmate nrivac Have at least 100 square feet of floor space with no single dimension less than 7 feet: Provide hot and cold running water(Note_ For facilities constructed after 2-1-99, any rooms where medical procedures are provided must be equipped with hot and cold running water, even though this area may not technically be an "examination room".and, Have lockable storage for medical supplies (Applicable to facilities constructed after 2-1- 99). _ Title 24 Part 2,§470A.2.13—Pharmaceutical Storage Space There is lockable storage space for medical supplies A and pharmaceutical preparation as referenced in Title 15. $ 1216. Title 24 Part 2§470A.2.14—Medical Care Inmates requiring medical care and housing are Housing transferred out. There is a means to provide medical care and housing N/A to ill and/or infirm inmates. If this housing is located in the iail.it must: Provide lockable storage space for medical instruments; and, _ Be located within the security area of the facility, accessible to both female and male inmates,but not in the living are of either. If negative pressure isolation rooms are being planned, they are designed to the community standard(Applicable to facilities constructed as ter 2-1-99 _ ADULT TYPES MED-MH MEDICAL/MH PAGE 13 TYPE 1,11,[I[&IV CSA FORM 358(Rev 10106) ARTICLUSEMON YES NO NIA COMMENTS Title 24 Part 2§470.2.25—Confidential Interview Rooms In facilities constructed after 2-1-99,there must be a minimum of one suitably furnished interview room for confidential interviews in every facility that x provides on-site health care. For facilities constructed prior to 2-1-99, every Type II and III facility designed to house 25 or more inmates must have a confidential interview room. The interview room must: Be suitably equipped; Be located within the security area accessible to both female and male inmates;and, Provide no less than 70 square feet of floor space with no single dimension less than 6 feet. HSC 11222 and 11877 Addicted Arrestee Care Where there is reasonable cause to believe an arrestee x is addicted to a controlled substance,there is provision for medical aid to relieve s rn toms_ In accordance with statute,persons on methadone maintenance are allowed to continue until conviction, at the direction of the licensed methadone program director. PC 4023.6 Female Inmates' Physician No female inmates housed at this facility. Reasonable procedures are established to allow a NIA female prisoner to summon and receive the services of an h rkian of choice to determine pregnancy. Procedures allow female inmates to receive needed N/A No female inmates housed at this facility. medical services. These procedures are posted in at least one No female inmates housed at this facility. conspicuous place in which all female inmates have NIA access. PC 4023.5 Female Inmate—Personal Care No female inmates housed at this facility. NIA At their request,female inmates are allowed to continue use of materials for: _ Personal hvgienc re irling menstrual cycle; and, Birth control measures as prescribed by their hysician. The county furnishes females who are confined in the No female inmates housed at this facility. facility with information and education regarding the N..'A availability of farnily planniSaservices. Family planning services are offered to each female No female inmates housed at this facility. inmate at least 60 days prior to a scheduled release date and services of a licensed physician are available N.'A to meet her fami ly planning needs at the time of release_ PC 4028 AbortionsPregnant inmates, if eligible,are No female inmates housed at this facility. permitted to obtain an abortion pursuant to law. Such NIA rights are posted in at least one conspicuous place accessed by all female inmates. Summary of medical/mental health evaluation: ADULT TYPES MED-MH MED1CAL./MH PAGE 14 TYPE 1,IL III&IV CSA FORM 358(Rev 10/06) FACILITY IS IN FULL COMPLIANCE WITH MEDICAL/MENTAL HEALTH EVALUATION. FEMALES AND/OR INMATES REQUIRING SPECIAL CARE ARE IMMEDIATELY TRANSFERRED OUT. THE USE OF THE SAFETY CELL HAS BEEN DISCONTINUED, AND NEW PROCEDURES FOR HANDLING INMATES HAVE BEEN ADOPTED AND AMENDED TO THE JAIL MANUAL. THE CITY OF VERNON JAIL FACILITY WAS CONVERTED FROM A TYPE I JAIL FACILITY TO A TEMPORARY HOLDING FACILITY IN MID-2012. AT THAT TIME, WE CONTRACTED WITH THE HUNTINGTON PARK POLICE DEPARTMENT TO PROCESS AND HOUSE OUR ARRESTEES. HPPD IS A TYPE I JAIL FACILITY. IN 2015, THE CITY OF VERNON JAIL FACILITY WAS CONVERTED BACK TO A TYPE I JAIL FACILITY AND IS CURRENTLY BEING USED ONLY TO BOOK AND PROCESS INMATES. THEY ARE THEN RELEASED OR SENT TO OTHER FACILITIES FOR HOLDING. INMATES ARE SELDOM HELD MORE THAN A FEW HOURS IN VERNON {MAXIMUM HOLDING IS 72 HOURS). ADULT TYPES ME❑-MH MEDiCALJMH PAGE 15 TYPE 1,11,1❑&IV CSA FORM 358(Rev_ 10/06) ENVIRONMENTAL HEALTH INSPECTION CHECKLIST ATTACHMENT Reference: California Retail Food Code;Health and Safety Code(HSC)Division 104,Part 7,Chapter 1-13 Use of this checklist is optional; however, inspectors may find it useful when determining responses to the Environmental Health Evaluation. Facility managers may use the checklist and corresponding explanations of key CalCode requirements as a self-audit. HSC AREAS YES I NO I NIA I COMMENTS Foodborne Illness—Critical Risk Factors 1. Knowledge in Food Safety 133947-113947.6(HSC)Minimum standards of knowledge in food safety 2. Cooling,Holding and Preparing Food Ahead of Service 113996,1 13998, 114050, 114 t 59(HSC) Holding potentially hazardous foods; temperatures for holding,keeping or displaying; thermometers 114002, 114002.1(HSC)Cooling of potentially N."A hazardous foods 114018, 114020, l 14020.1(HSC)Storage of frozen food;refreezing thawed food;thawing N:`A potentially hazardous food 3. Personal Hygiene/Food Handling 1 13952-113953.5(HSC)Requirements for food handlers/hand washing 113952(HSC)Water supply;minimum temperature for hot water 114250, 114276(HSC)Toilet facilities X 113953.3(HSC)Hand washing facilities X 1 14256-1 14256.1,113953.4 (HSC)Food service clothinglapron storage 4. Cooking Temperatures 1 1 4004-1 1 40 1 6(HSC)Cooking temperatures NIA (Lauren Beth Rudolph Safety Act of 1997) 114016(HSC)Reheating of foods X No foods are reheated. 5. Cross Contamination/Inspection 114021-114031(HSC)Protection from X contamination/approved sources 114035(HSC)Inspections upon receipt X 113980, 114025, I 14027(HSC)Food must be protected 1 14257-1 14257.1, 114175 (HSC)Facilities and equipment are to be clean and in good repair 114161, 114179(HSC)Storage of food and X non-food items Safety,Housekeeping,Maintenance and Equipment 6. Cleaning and Sanitizing 114099.6, 114107(HSC)Requirements for manual sanitation and cleaning,and sanitizing of utensils and equipment EH Attchmnt-CalCode;2015 CalCode PAGE I CSA Form 357,358,458(REV 10/08) ENVIRONMENTAL HEALTH INSPECTION CHECKLIST ATTACHMENT Reference: California Retail Food Code; Health and Safety Code(HSC)Division 104,Part 7,Chapter 1-13 HSC AREAS YES NO NIA COMMENTS Chapter 5 (HSC)Cleanliness of utensils and equipment;three-compartment metal sink NIA required;methods of cleaning utensils 7. Pesticide and Cleaning Supply Storage 113978,113953.5 (HSC)Posting of signs 114254-114254.3 (HSC)Storage and use of poisonous or injurious substances 8. Vermin Exclusion 114259, 114259.3(HSC) Prevention of the entrance and harborage of insects and/or rodents 9. Solid Waste 114244-114245.8(HSC)Storage and disposal of waste material 10. Other Requirements 1 14259-1 14259.1 (HSC)Cleanliness of premises t t3903, l 14259.4,- 114259 HSC)Prohibition against live animals;Exceptions; Liability for damages 114419-114423(HSC)Requirements for No food preparation on premises. HACCP Plans&HACCP Plans Requiring Approval.The food facility may operate N.-'A pursuant to a Hazard Analysis Critical Control Point Plan(HACCP). Applicability is determined by food management techniques. 114057, 114057.1(HSC)Date marking on X containers 114130-114141, 114163 (HSC)New or NIA No new or replaced equipment noted. replacement equipment 114190, 114193-114193.1, 114197,114199. 114269(HSC)Installation and maintenance of plumbing;disposal of liquid waste;drains 114149-114149.3(HSC)Ventilation; mechanical exhaust for cooking equipment 1 14268-1 1 4269(HSC)Floor surface materials and floor drains 114271 (HSC)Wall and ceiling surfaces X 114185-114185.5 (HSC)Storage for clean linens;containers for soiled linens 114279-114282(HSC)Storage area for cleaning equipment and supplies;disposal of mop bucket waste and other liquid wastes I I4286(HSC)Lighting requirements X 114286(HSC)Living and sleeping quarters shall be separated from food preparation areas EH Anchmnt-CalCode;2015 CalCode PAGE 2 CSA Form 357,358,458(REV.10/08) EXPLANATION FOR CURFFL REQUIREMENTS ON INSPECTION ATTACHMENT The following explanation was developed by California environmental health inspectors as a reference for detention facility health inspectors and facility managers. It is not intended as a replacement to California Uniform Retail Food Facilities Law (CURFFL). Explanations reference the numbers on the CURFFL attachment to the Corrections Standards Authority inspection checklist. FOODBORNE ILLNESS—CRITICAL RISK FACTORS 1. Knowledge in Food Safety ➢ Health and Safety Code 113947-113947.6, 113794,113794.1 ➢ Food Safety Manager Knowledgeable managers and employees, who understand the importance of food safety are vital to the operation of a food facility in preventing foodbome illness. Each food facility must have at least one employee who has successfully passed an approved and accredited food safety certification examination. The certification is good for three years from the date of issuance and is to be kept on file in each food facility. 2. Cooling,Holding & Preparing Food Ahead of Service ➢ Health and Safety Code 113996-114157, 114159 ➢ Hot and Cold Holding Temperatures Maintaining proper holding temperatures is one of the most important factors in preventing foodbome illness. Since disease-causing bacteria are able to multiply rapidly at temperatures between 41 degrees Fahrenheit and 135 degrees Fahrenheit, and this is known as the temperature danger zone. You can prevent bacterial growth in food by keeping hot foods hot, and cold foods cold. The proper holding temperatures for potentially hazardous foods are: • Hot foods shall be kept at 135 degrees Fahrenheit or above. • Cold foods shall be refrigerated at 41 degrees Fahrenheit or below. • Frozen food shall be kept at 0 degrees Fahrenheit or below. Ways in which hot foods can be held safely: • Transfer hot foods directly to an oven, steam table,or other holding unit. Do not heat foods in a steam table or by using hot holding equipment. • Reheat leftover foods to 165 degrees Fahrenheit prior to placing in holding unit. • if possible,avoid cooking foods more than one day ahead of time. • Stir foods at frequent intervals to evenly distribute heat. • Keep a cover on foods to help maintain temperatures. Ways in which cold foods can he held safely: • Keep foods in cold-holding tables,commercial refrigerated display cases,and refrigerators. • For salad bars and display units place the food containers in ice up to the product depth. • Keep a cover on foods held in cold holding units to help maintain temperatures. • Check the temperature of the foods on a frequent and regular basis. Use a calibrated, clean and sanitized thermometer. Thermostat gauges of holding equipment may not accurately indicate the internal temperature of the food and should not solely be relied on during food preparation. Thawing Frozen food must be thawed under refrigeration, or under cold(70 degrees Fahrenheit) running water, as part of the cooking process or in a microwave oven as part of a continuous cooking process_ ➢ Health and Safety Code 114002, 114002.1 ➢ Cooling of Potentially Hazardous Food • Potentially hazardous food prepared or cooked, which will be served at a later time and which is not held at l35 degrees Fahrenheit must be rapidly cooled to prevent the growth of microorganisms that cause foodbome illness. • After heating or hot holding, potentially hazardous food must be cooled from 135 degrees Fahrenheit to 70 degrees Fahrenheit(or below)within two hours and from 70 degrees Fahrenheit(or below) to 41 degrees Fahrenheit or below within four hours. • Food prepared at room temperature must be cooled to 41 degrees Fahrenheit or below within four hours. EH Anchmnt-CalCode;2015 CalCode PAGE 3 CSA Form 357,358,458(REV.10/08) Methods of Rapid Cooling: • Using shallow pans. • Separating food into smaller portions. • Using rapid cooling equipment. • Adding ice. • Placing food in an ice bath and stirring. • Other means as approved by local Environmental Health Agency_ 3. Personal Hygiene/Food Handling ➢ Health and Safety Code 113967, 113952-113961, 113973,113977 ➢ Food Handlers Employees (including inmate workers)must conduct themselves in such a manner that they do not contribute to the contamination of either food or utensils. This includes the need for wearing clean outer garments and haimets, caps, etc.,to confine hair. Elands must be washed for at least 20 seconds before and after any activity that may result in contamination. This includes: • Immediately before engaging in food preparation or handling. • When switching from handling raw food products to ready-to-eat food. • After handling soiled equipment or utensils. • After using the toilet facilities. • After coughing,sneezing,eating or drinking. • After any other activity that may contaminate the hands. Disposable gloves are to be worn by employees (including inmate workers in detention facilities), when contacting food or food surfaces if the individual has any cuts,sores,rashes,artificial nails,etc. An adequate supply of dispensed soap and paper towels are to be maintained at all sinks used for hand washing. 4. Cooking Temperatures ➢ Health and Safety Code 114004,114008,114093Cooking Temperatures Proper cooking of potentially hazardous foods at correct temperatures is essential to kill bacteria, viruses, and parasites and deactivate some bacterial toxins. The following are the minimum internal cooking temperatures: • Poultry, stuffed meats,pasta stuffed with meat, leftovers: 165 degrees Fahrenheit. • Ground meats,including ground beef(non-poultry): 155 degrees Fahrenheit for 15 seconds. • Eggs,pork and most other potentially hazardous foods: 145 degrees Fahrenheit. Foods cooked in a microwave oven must be stirred or rotated often during cooking,and need to be covered and heated throughout to a minimum temperature of 165 degrees Fahrenheit. Never cook or reheat food using hot holding equipment,and never add raw food to food that has already been cooked. The final cooking temperatures should be checked with a sanitized,calibrated thermometer. 5. Cross Contamination/Inspeetion ➢ Health and Safety Code 114035-114039.4, 114041 ➢ Inspecting Food Upon Receipt Food delivered to a food facility must be inspected upon receipt. A receipt or invoice is to be provided upon delivery in order to verify this food is from an approved source. Purchasing and Receiving of Food: • Only clean and unbroken shell eggs shall be received. • Carefully inspect deliveries for proper labeling,temperature and appearance. • Check shipments for intact packaging, e.g.,broken boxes, leaky packages or dented cans are signs of mishandling. • Check packages for signs of refreezing and/or pest infestation. • Inspect deliveries immediately and put items away as quickly as possible. • Frozen foods are accepted only if there is no sign of thawing or re-freezing. EH Anchmnt-CalCode;2015 CalCode PAGE 4 CSA Form 357.358,458(REV.10/08) ➢ Health and Safety Code 113980, 114047-114055, 114060, 114061, 114063, 114065 ➢ Food Storage All food must be stored in a manner that prevents contamination. Food must be stored at least six inches above the floor and away from sources of contamination, e.g., like overhead pipes and trash storage areas. Ready-to-eat food must be stored away from, or above raw food, such as uncooked meat, poultry or pork. Bulk container of flour, sugar etc. must be labeled and kept covered. Unpackaged food, which has been previously served,shall not be served to another person. Safely, Housekeeping, Maintenance and Equipment 6. Cleaning and Sanitizing ➢ Health and Safety Code 114099.6, 114107 ➢ Cleaning and Sanitizing Utensils and Equipment After utensils, cutting boards, prep tables, and other food contact surfaces have been soiled from food storage, preparation, cooking and/or service,they must be washed, rinsed and sanitized before re-use. Failure to do so properly could contaminate food and lead to foodborne illness. Cleaning and Sanitizing must occur separately to be effective. Definitions: • "Cleaning" is the physical removal of soil and food matter from a surface. • "Sanitizing" is the reduction of the number of bacteria and viruses on a surface to safe levels. Dishwashing Machines Dishwashing machines, when properly operated and maintained, can be very effective in removing soil and destroying microorganisms. Dishwashing machines must be certified or classified for sanitation by an American National Standards Institute (ANSI) accredited certification program or otherwise approved by the local environmental health jurisdiction. Generally, there are two types of dishwashing machines,and they differ in their method of sanitizing: • High Temperature Machines sanitize dishes by rinsing dishes and utensils in water that has been heated to a temperature between 180 degrees Fahrenheit to 195 degrees Fahrenheit. The temperature at the dish surface must be at least 160 degrees Fahrenheit. • Chemical-Sanitizing Machines dispense a chemical sanitizer into the final rinse water [concentration must be at least 100 parts per million(ppm)chlorine] for at least 30 seconds. The sanitizing temperature or chemical concentration must be checked often to ensure proper levels are maintained. Manual Dishwashing Washing, rinsing, and sanitizing equipment, utensils, and other food-contact surfaces can also be done manually in a three- compartment sink. In a three-compartment sink,the first compartment is used for washing,the second is used for rinsing and the third is used for sanitizing. The three-compartment sink shall be equipped with dual integral drain boards. There are five steps to the manual dishwashing method: 1. Pre-Rinse: scrape and pre-rinse dishes thoroughly. 2. Wash with hot water and dishwashing detergent. a. Hot water means that the water should be as hot as can be tolerated by hand. b. Change the water often to keep it hot and free of food particles. 3. Rinse: Rinse in clean hot water to remove detergent. a. Hot water means the water should be as hot as can be tolerated by hand. b. Change the water often to keep it hot. 4. Sanitize: Immerse dishes into the warm (75 degrees Fahrenheit to 120 degrees Fahrenheit) sanitizer solution for the required amount of time listed below. Change the water solution often.The choices of sanitizer and the time required are: a. 100 ppm chlorine for 30 seconds,or - b. 200 ppm quaternary ammonium for one minute,or c. 25 ppm iodine for one minute,or d. Hot water,at least 170 degrees Fahrenheit for 30 seconds. 5. Air Dry: Allow dishes to air dry or store in a draining position. EH Attchmnt-CalCode;2015 CalCode PAGE 5 CSA Form 357,358,458(REV.10108) Frequency of Washing and Sanitizing Food contact surfaces, such as prep tables, cutting boards, and utensils, (including knives and serving spoons) must be cleaned and sanitized throughout the day if in continuous use or after each use as indicated: • Whenever there is a change between animal products. • Each time there is a change from working with raw meats,or other potentially hazardous foods,to ready-to-eat foods. • If the utensil or equipment is in continuous use throughout the day, it must be washed and sanitized at least every four hours. • At any time during food preparation when contamination of the equipment or utensil may have occurred. Wiping Cloths Wiping cloths used on service counters, scales, and other surfaces that may directly or indirectly contact food, shall be used only once until laundered, or held in a sanitizing solution as indicated in#4 above,"Sanitize." The water solution must be changed often to keep it clean and to maintain the proper strength of sanitizer. Wiping cloths and solution used in the dining area must not be used on kitchen equipment and other food contact surfaces. Sanitizer Test Kits Sanitizer testing kits are necessary to ensure proper concentrations are being prepared and maintained. Check with your cleaning chemical or restaurant supplier to obtain the specific type of kit for the sanitizing chemical used in your facility. 7. Pesticide and Cleaning Supply Storage ➢ Health and Safety Code I14254-114254.3 ➢ Use and Storage of Pesticides and Cleaning Supplies All pesticides and cleaning supplies must be stored in an area where they will not contaminate food or food contact surfaces, utensils or packaging materials. It is recommended that only a licensed pest control operator apply pesticides. Pesticides are not to be stored with cleaning supplies. 8. Vermin Exclusion ➢ Health and Safety Code 114259, 1142593 ➢ Exclusions of Vermin To exclude flies, physical barriers such as the installation of window and door screening, high velocity air curtain fans above exterior doors, and installation of self-closing devices on exterior doors are recommended. Openings under exterior doors and around pipes and wires that enter buildings through exterior walls,greater than one-quarter inch,are to be sealed to exclude rodents. 9. Solid Waste Management ➢ Health and Safety Code 114244-114245.8 ➢ Solid Waste Management and Garbage Disposal Pests attracted by garbage can contaminate food items,equipment and utensils. The solid waste management(garbage)program shall include: • Removal of trash and garbage away from food preparation areas as soon as possible, and from the facility at least once each week,or more often if necessary to prevent a nuisance. • Use of leak proof garbage containers with tight fitting lids. • Frequent cleaning of garbage containers in a location away from food preparation and food storage areas. 10. Other Requirements ➢ Health and Safety Codes 113947-114286(from attachment to inspection checklist) Please reference the California Retai I Food Code if further explanation is required. EH Attehmnt-CalCode,2015 CalCode PAGE 6 CSA Form 357,358,458(REV.10/08) VERNONPOLICE DEPARTME TIHEALTH DEPARTMENT JAIL INSPECTION CHECKLIST DATE OF INSPECTION: April 2, 2015 _@ 1:30 PM CONDUCTED BY: _ Leonard Grossberg ALSO IN ATTENDANCE: Robert Sousa, Erik Cheng, and Kenny Jackson SECURED AREAS: CELLIROOM TOILET HANDSINK: DRINKING FLOOR SANI- i LIGHTING HOT-COLD WATER TRAPS TATION J 10 A OK OK OK OK OK OK J 10 B OK OK OK OK OK OK J29 OK OK OK OK OK OK J 19 A OK OK OK OK OK OK J 19 B OK OK OK OK OK OK J 21 A OK OK OK OK OK OK J 21 B OK OK OK OK OK OK SOBERING ROOM OK OK OK OK OK OK STORAGE ROOM OK OK OK SHOWER ROOM -- OK OK OK HOLDING CELL l OK OK HOLDING CELL 2 OK OK COMMON AREAS: ROOM/AREA SANITATION LIGHTING SAFETY OTHER _ KITCHEN OK OK OK FINGERPRINTING OK OK OK _ BOOKING ROOM OK OK OK BREATHALYSER OK OK OK ATTORNEY CONF. OK OK OK CLOSET OK OK OK WALKWAYS OK OK OK CARPORT OK OK OK JAILER'S OFFICE OK OK OK SUPPLY ROOM OK OK OK COMMENTS: Facility was observed to be in excellent condition. All areas inspected were found clean and sanitary. 9cLG:VERNON POLICE DEPT/JAIL INSPECTION CHECKLIST2015 DOC PROCEDURE MANUAL CHECKLIST The following items/instructions were found in the desk manual: Cha t. # Comments: Suicide Prevention Yes 12 Medical Screening Yes 10 Communicable Diseases Yes 8 Use of Force & Restraints Yes 9 Use of Sobering Cell Yes 8 Mattress, Bedding, & Linen Exchange Yes 13 Personal Care Items Yes 13 Food Service Yes 13 First-Aid Kit Yes 10 Drug Management Yes 10 Sick Call Yes 10 Juvenile Detention Yes 15 Female Detention Yes 8 Facility Maintenance Yes 13 Facility Sanitation Yes 13 Police Dogs/Kennels Yes 16 9cLG:Vemon Police Dept/Procedure Manual chklst 2015 doc RECEIVED R E C 10, JUL 0 1 2015 JUL 09 c0`15 r CITYAPA"!'l.l q.TPATION CITY CLERK'S OFFICE ovir lip 1404, 1 POLICE DEPARTMENT Daniel Calleros,Chief of Police 4305 Santa Fe Avenue,Vernon,California 90058 Telephone(323)587-5171 Fax(323)826-1481 July 1, 2015 Honorable City Council City of Vernon Vernon, California Honorable Members: Attached are copies of the Vernon Police Department Activity Log and Statistical Summary of Arrest and Activities which cover the period from 12:01 a.m., June 16, 2015 up to and including midnight of June 30, 2015. Respectfully submitted, VERNON POLICE DEPARTMENT DANIEL CALLEROS CHIEF OF POLICE DC/ar Ezc&jivefy Indmtrid VERNON POLICE DEPARTMENT Department Activity Report First Date: 06/1612016 Jurisdiction: VERNON Last Date: 06/3012015 Department Complaint All Units Primary Unit Type Description VPD 10-6 OFFICER IS 1"C7,961,962.10-10,WASH,EQUIPR 119 110 10-96H PICK UP THE JAIL PAPERWORK FROM HP JAIL 1 1 10-96M 10-96 MARY(MAIL DETAIL) 5 4 140 SUPPLEMENTAL REPORT 1 1 20002 NON-INJURY HIT AND RUN 8 3 20002R NON-INJURY HIT AND RUN REPORT 5 4 211 S SILENT ROBBERY ALARM 4 1 273.5 DOMESTIC VIOLENCE 4 1 273.5R DOMESTIC VIOLENCE REPORT 2 1 314 INDECENT EXPOSURE 3 1 415 DISTURBING THE PEACE 19 7 417 BRANDISHING A WEAPON 4 1 459 BURGLARY 3 1 459A AUDIBLE BURGLARY ALARM 147 67 459R BURGLARY REPORT 3 2 459VR BURGLARY TO A VEHICLE REPORT 6 4 476R FRAUD REPORT 2 1 484 PETTY THEFT 4 1 484R PETTY THEFT REPORT 4 3 487R GRAND THEFT REPORT 7 4 503R EMBEZZLEMENT REPORT 2 1 586 PARKING PROBLEM 30 22 586E PARKING ENFORCEMENT 1 1 594 VANDALISM 13 3 594R VANDALISM REPORT 10 7 602 TRESPASS 13 6 653M ANNOYING PHONE CALLS 1 1 653MR ANNOYING PHONE CALLS REPORT 1 1 901T INJURY TRAFFIC COLLISION 16 5 902T NON-INJURY TRAFFIC COLLISION 43 23 902TR NON-INJURY TRAFFIC COLLISION REPORT 2 2 909T TRAFFIC HAZARD 2 2 911 911 MISUSE I HANGUP 1 1 911A CONTACT THE REPORTING PARTY 13 11 917A ABANDONED VEHICLE 7 5 925 SUSPICIOUS CIRCUMSTANCES 22 10 A484 ATTEMPT PETTY THEFT 3 1 AB109 PROBATION 1 PAROLE COMPLIANCE CHECKS 2 1 AGTAR ATTEMPT GRAND THEFT AUTO REPORT 1 1 ASTVFD ASSIST VERNON FIRE DEPARTMENT 15 13 BOSIG BROKEN SIGNAL OR LIGHT 7 5 BOVEH BROKEN DOWN VEHICLE 12 8 CITCK CITATION CHECK 6 6 CODE5 SURVEILLANCE/STAKE-OUT 1 1 COP COP DETAIL 1 1 DEAD ANIMAL DEAD ANIMAL FOR REMOVAL 2 1 DET DETECTIVE INVESTIGATION 5 3 DETAIL DETAIL 8 6 0710112015 07:36:07 Page I of 2 VERNON POLICE DEPARTMENT Department Activity Report First Date: 06116/2015 Jurisdiction: VERNON Last Date: 06/30/2015 Department Complaint All Units Primary Unit Type Description VPD DPTAST DEPARTMENTAL ASSIST 3 3 DUPLICATE TO BE USED WHEN A CALL IS DUPLICATED 1 1 FILING OFFICER IS 10-6 REPORT WRITING 42 41 FOUND FOUND PROPERTY REPORT 3 3 FU FOLLOW UP 13 10 GTAR GRAND THEFT AUTO REPORT $ 6 HBC HAILED BY A CITIZEN 6 4 ID THEFT RPT IDENTITY THEFT REPORT 1 1 ILLDPG ILLEGAL DUMPING 1 1 JAILPANIC TEST THE JAIL PANIC ALARM BUTTON 1 1 k9 TRAINING K9 TRAINING REMINDER,OBTAIN LOCATION 3 2 LOCATE LOCATED VERNON STOLEN VEHICLE 1 1 LOJACK LOJACK HIT 5 4 LPR LICENSE PLATE READER 5 3 MR60 MISC REPORT 10 5 PANIC ALARM PANIC ALARM/DURESS ALARM 1 1 PAPD PUBLIC ASSIST-POLICE 3 2 PATCK PATROL CHECK 61 50 PDO PROPERTY DAMAGE ONLY 1 1 PEDCK PEDESTRIAN CHECK 55 27 PRSTRAN PRISONER TRANSPORTED 7 7 REC RECOVERED STOLEN VEHICLE 6 2 RECKLESS DF RECKLESS DRIVING(23103) 4 3 REPO REPOSSESSION 2 2 RR RAIL ROAD PROBLEM 5 3 SPEED SPEED CONTEST OR SPEEDING(23109) 1 1 TRAFFIC STOI TRAFFIC STOP 155 123 VCK VEHICLE CHECK 56 36 VEH RELEASE VEHICLE RELEASE 2 2 WELCK WELFARE CHECK 5 2 Department: 1058 714 Overall: 1058 715 0710112015 07:36:07 Page 2 of 2 VERNON POLICE DEPARTMENT Police Activity Report Period Ending: 06/30/15 TRAFFIC COLLISIONS NO. PROPERTY RECOVERED TOTAL 7 VEHICLES: $39,800.00 NON-INJURY 5 INJURY 2 Pedestrian 1 Fatalities City Property Damage Hit& Run (Misdemeanor) 2 Hit& Run (Felony) Persons Injured 2 VEHICLES STORED PROPERTY RECOVERED FOR Unlicensed Driver 11 OTHER DEPARTMENTS Abandoned/Stored Vehicle 9 VEHICLES: $10,000.00 Traffic Hazard CITATIONS Citations Iss (Prisoner Release) 8 Citations Iss (Moving) 79 Citations Iss (Parking) 20 Citations Iss (Total) 99 Hazardous 54 Non-Hazardous 25 Other Violations CASES CLEARED BY ARREST AR15-154 CR15-1009 11364(A) HS AR15-157 CR15-1026 594(B)(1) PC AR15-158 CR15-1030 245(A)(1)PC AR15-159 CR15-1031 459 PC AR15-160 CR15-1056 11351 HS AR15-161 CR15-1068 211 PC AR15-162 CR15-1074 11378 HS VERNON POLICE DEPARTMENT REPORT FOR PERSONS ARRESTED PERIOD ENDING 06/30/15 ADULT FELONY ARRESTS AND DISPOSITIONS MALE FEMALE TOTAL ASSAULT WITH A DEADLY WEAPON 1 1 'BURGLARY 1 1 CRIMINAL THREATS EMBEZZLEMENT FORGED OFFICIAL SEAL GRAND THEFT POSS. CTRLD SUBSTANCE TO SELL 1 1 2 POSS. STOLEN PROPERTY RESISTING ARREST ROBBERY 1 1 VEHICLE THEFT WARRANT(BENCH) TOTAL FELONY ARRESTS 2 3 S ADULT MISDEMEANOR ARRESTS AND DISPOSMONS MALE FEMALE TOTAL BATTERY CRIMINAL THREATS DRIVING UNDER THE INFLUENCE DRUNK IN PUBLIC HIT AND RUN POSS. CONTROLLED SUBSTANCE POSS. NARC. PARAPHERNALIA 1 ; 1 TRESPASSING VANDALISM 2 2 WARRANTS (BENCH/TRFQ WARRANTS (FOREIGN) 1 1 ft TOTAL MISD. ARRESTS 1 4 0 4 JUVENILES DETAINED --- FELONY AND MISDEMEANOR MALE FEMALE TOTAL BURGLARY PETTY THEFT I POSS. STOLEN PROPERTY VANDALISM VEHICLE THEFT TOTAL JUVENILES DET. 1 0 0 0 TOTAL FELONY ARRESTS(ADULT)TO DATE: 53 TOTAL MISDEMEANOR ARRESTS(ADULT)TO DATE: 109 TOTAL JUVENILES DETAINED (FELONY AND MISDEMEANOR)TO DATE: TOTAL ARRESTS AND DETAINED JUVENILES (FELONY AND MISDEMEANOR)TO DATE: 162 N O co N O It M N 7� { M Cl) N 01 LO co M t N N U!] 4 O O O O r r O "a 00 o r yo �o m ro 10 col, 4 U co e v aT � O N r O N N O oW U If) r OT N O K7 LO O Cl) O M cD o o biri � � c7 � co O ti t3 in V U o o0 o� a> a� O O N O r p NOD �►1 t~' � O O M O f� Vi W O O O c;li r i� i O � � (� h v a O A d ¢ o z Z N r F- ❑ r N_ O7 Z r OD LL b Z r O W N Q N Z J N O J N N N LL Z x W Z N Z W ❑ Z > Z * Z co > z LL) cq > {� } 3 o = _ r r J O Z 0 T- L LO t O C3 C3 00 N QO n 0LU W U O N pu) W N 0 ❑ O Nw NQ N O W O O � z Z } O O O ui A q ❑ g w }}¢ w a0LU Z > w C7 w > NZ O CS V 6J 01 N co Fr� v as L, a o aaa oC�i aaa a a o > > > r� > > > r > > > r > > A o 0 0 CL a o W o o O � q Ua N Y N r N N N W N V O an 1 O 6t O a' O O O IL OJ a. V Z W z _ L Z w C �''• O O A LU U U o � > a > a a 0! Q T try O Ir > � � O � 00 ,•r Nen ,n 41 ?I) C O O O W1d O O O O O v V N N N N PQI N 2 \ j 0 ~ ` ■ IS '8 Ccn @_ k � t � % t/ \2 .j �LO } \§ \k a $ ` 2 � ■ s �\ �a. % � { � § Q % & LO O O � � z ~ Ewe o P > m § / > > ® _ \ s § \ . § § cn \ LU § § En Lq _ n _ � N 0 d § CN § k a § g z J R \ § 0 c = k 4® co > � y > >§ > � k 2 � � a LnFQ / § 2 $ 2 k $ § 7 § � � a FQ4 z > \ t ■ 2 o E t � 2 3 R R o Ln d sw n o M N L r L V O r r O p C14 (qCQ r �y •ram'„d p p •. O d r O •y O •.y.O •y O L O ti O r O O t 0 V O �62 Ll Ol 6, d1 O O O O +�U UO U 040 U C'U t .a •o Lo ,a( ,o r- ,o OD ,A rn A UC, UN Uw U= UN UT- OU OU OU Oc� OU J V v O O V Nr O dd tll m d N GO N U r r r Oa❑ Cc, an n❑ a❑ A> LO ti AWN A> A> A> A> ►� r r Ln W O O O � � N N I] M Z A o o z z z z z Z aZ NrN wrN N N N zW W l j J Q le ¢ N ; N = N N N 2: ai Q w W L i 7 Lo LU (� LL LL _ Q LL U 0 ¢ ¢ O � T z u i z z a N ? W t J � z `W a � � z z z N � 1y 0 w x Z z � W r W z w W 'm �'o r C3 p a' Z O g W W � � Q or ao 0 0 � � O u� p u� p cn ZO O p W Q H v Z Z 2 W �aa W Z W Z cn z r� •1►� Oi 4i a Q W 0 W w w Z ¢ ¢ a IV O c� Un L) A o r 0 0 •til LO LO LO (n Lo 0) Lo U) LO ? ►�, o 0 o U o U o U o LL N LL N LL N L LL r- LL r H ll 11 rr��� 9 CD ¢q V O V O f0 O F O O F O Q Z W z Z V YL N W 40 O O A t Fj o~i Naf n � QU � � � � V � 00U � � N � �1 0 O d 4 N kn 1 r � V N N N N N N q o v v o to o EW O N r N C O V r r OO O � v a �o a io ti0 ai ai do �c �^ �m m r 4 .y �' .p O] 'O O •C r 'a N •4 M N N N N A N V fD i2 m � N 4a 4a Oa- N co N N Q7 co M M CF' l0 a0 c0 O� O� M 'rl N Z O O cr cr d 7 n O Z z N Z Z � Z 00 N N z x W Q 5. rJ W N r r m i y > > Q ❑ CD N in Q d t CO V Q Z U N > co � g ca r r ❑ g `D0 ((1) co m c t LO N m ❑ ¢ [_emu N C7 Z W ~` ❑ ~ W W W y Z W ❑ Ll3 Z W Z Il r�^ O O CS TS W O N V ❑ M 0 V ~ O d IT m O Z fn ItW 8- V z W m Q N 4r Oi O Q > Q ❑ W O H O T v m It a CP LP A " LO ? a o 0 0 o b U N N Nof N N y r � n n Q U V o Q o > o v oUl) n M Z v Q H Aw wC oNo m U go a o O i+ On •� 4 Ln to Rn V M.M U N N N N N N V N N N V M V: V O M O M M M 0 ? N tc) co d O 7R N t r— V CD V N V O •.�O •540 •+�iOM r Cl) M M r a rn rn rn 4 �o �o �o C40 �U �U tu NO NO NO a a U N Q N N QQ o� Q 1 y N T It c4 M fn ap ti L.O. M r r r O r p r ru fO LL] W N N EO N r ;r V L!� M to V W X) a 0 0 O O O O O r O O r o, 14,40a ,CL �a Lf, C*, N N O O O O r► a }y v \1 h M � A a O z o Z N W M y Z N E M 6N1 ly r W Y N z Q N 0 cl Y w + r > Z a v Ln ¢ a z LL ¢ � r Lo r Z 0 o o '-ZZ w ¢ 2 O o o o O Z � � 0 z 0 z z U Q U � "' � w � wa (n w N Z m m z Z LLI w w O U [~nC7 OUC7 � Oc~n �V A M > > M o a o > > > > > 7 A •y q V N Q N Lr4 go C N W N 0. ,� Cl O N Q N OLf) O VZ z _ w W Q CV O O a O x o a o � > 0 0 o 0 0 °= U N N N o ur n n t � M M h u7 N N Mi r (O co co O Lo Coi .. � O r ti c) •ti 0 h n n 61 0 Q �U C9C) U +4 CO 'tl h `C rn C' O d O �Lf) OW Oc� OQ OU It) N U') O 4] O In M CN rLf) coLo Qn❑ no co Q> M Ado A�v co n N V Liz �l � Q7 Lrl O7 O a- r M v LP LP LO 0 W) •� 4 Z # O V Q � z O J W N z J Z J J N > Z Z +� p N N Z > m w _ g mzm = � O O tl b O > � O J �yJ } mM a � � A Q O a UIt C) a U 0 tl fr' it N m C) °a co °a a °a > Q > > > > A to > q o 0 0 N N N 41 ~ m >O N ED rn AC V o rn o LO v o rn z Fy! > y N O Q Q � z G _ o r_1 N V N N N O co C) C) O) O O } (n N N N M O a0 (D (D (D (D O O M r r r r U O co OD 4 Q co co O O D V (DN N Cl V O LO It V V ti0C O O "y+b0 0 0 0 C:,y �M 0 (D F Q 4 � �U CU CCU r ti •Op N N N V (`7 0 Cl) m (f) N (D ([) (n N O N M V (n V M r M (!] V N O (n w V V r- M N CD V co f- (D O co U 0) N N M N 0) M (n (n V V V V r M �y U-) kc) In (n (D (D (D (D (D (D (D I- J Q 0 0 0 ` 0 0 0 0 0 0 0 0 Oao co a❑ M Q'a0 Cl)(+) r am Q M M M (Y) M r N •1�►� � N N N r0'1 � W O O O O O O O O � • N M Pam] Q O z ^+I Q O O O O w J ( JJJJ-j T n J N Q J +yam F w r r N N N N Q N z U L, `3 O w C Q l� � z '¢ LO r � Z � z N N h O J U K J C.) J • N v 1► Z Q =N x Z w = 0 z LV W c V g � _i � 1C7 wa ❑ J � Qco e Q (n Q o W C) H NW w ❑ fA w Q q Q5 ri) ❑ tau~) ¢ Z n� � (n � w (A w (n 04 �I N ❑ ❑ ❑ ❑ IN CD ❑ ❑ O ❑ ❑ O ❑ G pj ❑ r!` '►1 N a s a N a a a a a a a a M a W1 ,n > 7 > > > 797 > 97 > ,ri > A o 0 • (n (n •') > a o 0 U N N N U o N CO V O Q LO O v P � Z as z N z o w �y Q ' A L � LO o `O, o a o ix w a a •� � O O_ O O 0 0 0 a 4 CC Q o ic - W v o N Q a W Q -1LO oa # N N N N •LL�j \ ko \ d L. l� O O 4� ~ -4 u O 4 4~Y .p 'O r "� V C f <D N f- in Ln Ln �*I ti 7� O N O O 07 f � r O N 0 1p -+ 0 to 03 0 0 O p0 0 0 e- O O m to o 140 0 0 �o do Apo o O O o ti Ln m cn co th m O� Oc�i Ov p 0 O In Ln M O N � O al i6 f,� OJ N v 0 0 0 0 0 o CD o o O ts O °q'm❑ ° QL❑ a°+° C°+° a.A�o AWN Aa. ] A] o N Q] 00 Lo W o 0 0 o o CD a N Z z C ` � 4 v Z Z0 LP o v A o 0 0 z W a N C�1 O LLJaO N J f r N ] N ❑LLJ N 9 (NI N N ti Z' Z i i C U i O O ¢ C '~ z z m Q 4J _ _ ] ] Y ] ] u, Lo W Q a r a ❑ z z N cmV7 ❑ N c U U N ` N O W N L O W • l0 {'O v W o nj [n ItO~i cr W of U Q LLU W Q Q v W Z W DU W •��l 4i Oi cOI} C7 Q Q Z Z Q }a Z 0 g� J N J �q A A O S ] 2 W C7 ] N 1i C N DODD ❑ ❑ ❑ ❑ ❑ O ❑ ❑ r+� ►�i ri y O r aaaa a a °D aaa as C) ] ] ] ] o ] o o a n] > ] o ] ] Ay o �, U) •y In In l[y LL'1 U) In a o 0 0 o V o a N N 1� LL N d �r N N Q N Y N �� N N V a v to 0 > o F- o rn Z E� C� O Cy�w z , O `�+J 4. ❑ W W ~ cm N � t+1 � N ¢ Z U ] to ] d+ � O w.r N N fn O WVOi N CD a3 N f0 N + Oi r M M w r _ N 6 Sa M M M � N L p ti 0 ti 0 tir CI Q o c) o 0 0 U� U� Uw OQ OQ OU N tz A a> A> > +� +y N O x Lf5 \l S^ LP P O ^�I N M►� Z Q� Z O 4 N Ct 411 Z > > > m w O r } u1 Ln > u Z Z N O O Q LB y Q Z W Z O •L N N Oi ti d] W Q 0 O P4 \1 � x M = M N M O O O N m C.) W \1 ~ M z lL N c M cl Z a ° w .ti -C N � 'L��1 n' tir r� D OVi 'r+ v Y N {1 V Lp V > tei CC O 00 Z z w C W a o ti 1� A LO d T > C] ON w ix V V N N N m ,.M Sy cy O O N O O N O o N ,n It to Lf) io co v 00 p� •40 40 O •`.30 0� tiM �r) �h a'12 M cn � C-1 01 -iOI AI- fir- n C1 O O O O O p 4 o~i O�i o~i o~i o4i d +C r C N -O Cl) O .p cC) ,p O c O 0 O O O O O O O O U N 0 U0 U N V� VC UC4 M _ N 7 OI p) T Ln V ai c"i c6 fi of M Lp LF1 v O O 1 00 O C 0 0 0 ^ r OQL + a❑ a❑ a❑ c❑ CA � V M a v a w 0 T' Cl) r z O 1� w 1p U ' a M A z Z2 T z �I } �� Qr_ o w Z or *" � N z N Z N N N LLJ ¢ W *V N �i F- W af W a _0 J L. O > ] 2 h m \� a Zt J 0 z W m F = � O O W h O Z Z P1 0� Z W Z W Q Z W 0 Z z N N ,� ti W Z W J W h W ¢ W W W O 0 Cf CS (n p O O (D p O1 O00 � 0 HCD N0 O ¢ AA� IV A q C¢7 C¢7 z Cal ° < ON 0 V can 00 LO co ul (A uh W a •� � oU_ o � q �_ o _� UL Q N l.L N LL N W N LL N W N 11 Q Q Q g � M W N W t r' N Q N ti O h p O h 0 7 O � � z y o N z '►ILLF in > Lij h A _ H w a a o 0 4r a U > V 7 C] 7 U > Q O > ix U r, CD N N _O O O 00_ O p 00 CD F ��jj O O CG 'z: ti VOY Y07 Ln N to v V lOI N O O N N N N r (0 N k r �r r 4 } C 1 C)10 y O O ti r 4 �m C1 �. .q r~ •p 00 O rn CR AC> �O �o UN UC14 U(N Ov CO LO 40 LO 1.4 r r Ate " A> A LP Lp 04 its N � Z p Z z Z rn z U w _r +�. z W y > vi 2f _ j Q � w Z I� w c o o_ o _ - LL r_ t M N r� ❑ m 111 H Z c c e is w d LL w ( a O d � mCO fn u1 N N VJ Z �I •'� q q J w a 0 ti C ti v r m jy y p T N "► 0. A w o LL F- o � Z a� z Lu ,R O h p o A LLJ � _ M l� C] > w O -0 N tf 0 ti ISO C �i •� 1, YI � �f7 r ti � n•I •+ .r+ O ti N N �Mf1 x W u7 V O p w O V M N M M �r p ti y r CIA N 1.0 �en �M �coa'M n W O~i C1 L) 4 U .y ti ti I 41 d d N Or N rM �!] � iLl i u'1 z1 Ln cm CN N OU OU OU OV u o o r V) r t O O OCLia d❑a �❑ y❑ A> � 4> AWN 4� M 0 C*} o 7 W p O N Q Z �► a v Z 04 C) o w r ` a LU to > a V O O O N `0 z Z O ¢ w I �I H 0 r N Z r w J w 04 T r Z •J-- r ¢ N > J T > N e > Z H o U) a ZZ In Un D I— ❑ Q Q �- r ❑ W Z LL W ��iiyy N N z � C7 w N >- O L„ •� N N ti ti W V �y� •� Z LU 2 i Z LU o o ts � Qm LLNI O O ¢~¢ � g V z ¢ Z ❑ Y LU1646 ❑ Sn N ,►1 DJ 4i Z Z ❑ Q a a ❑ � ¢ LU N Z a a a a �i ❑ CL A >> > 6i > � > O O O O N Q I 4� F- LO ,y ti o o U o o U U o N N LLN N LL oy O C_V Q N LL LL N N N F- L4L V O 0 CD H p0 m O F- O � L rrd Z V 0 F� Z r i , A a a _ L a � _ a 0 0 0 0 0 v � o in 0 0 0 C} N N N N N p p �L7 N f`? i•1 £ N 7: O N V p o a o 0 > co w p p tio Cp 40 "o +�0 .�o i.o tio �o r� 4n `fir �oo �o a U �CUUU 4U U v � .q •C 0 -A r• •C m •C O O m m o o � � Ln 0 o 00 o Q Ua Uc Vw UCN w U� U� OU OU OU OU OU N Cl N O O O CDu T r i*i o mfi Iri ii � � iii 1p LP �q N [1 d O7� O L o 0 0 U O 0 0 0 o o o o o o O as A y d0 C,4 d� y O]� � A]N L 4] � O� Coo ••�►1 ~ �t O N co 4Q N O W O O O O O m pr p O O "L �jj Cr V cm Ln O LP �p O N Ln p A 0 o z 0 z C3 o o O ° z _ U N z _ W J J w a W 0 N N z Q w z z = z ;' j u) W ] J O F ¢ Q p j O (f �_ LL 00 v m W O Q Y 0 LO W w = m Y Q Q w o o y z z Z W •� N N L. W VJ Z w W fn W F U Z = LL Z z O O Ct "C! Q CO LQ 0 co L J O ] N J lQL O V w tD g w Z i,7 W r� W 4y O N U Q L� v w w (!1 "' w I W w N W W W •+►i of of + ¢ m ] � Q w vi z ¢ Q A zz (n OZ °z o w cr n� O > j � O U U U IL y o CD r _ ZZ [L "� ii O o 0 N cl m ;n' O m m LP m 0 o Q WO v > j 7 a s N a 7 a a s p Ao ] ] a ] no ] o ] 7 c ] ,n ur, u) Ln Ln u, CR4m .� ti p N N � U d N j N N N !yy O N Go N a (mN N W _N N *A6 ~ U 0 Q O C7 O V O d N p V � E:' U z z z cm LU FT fir' 9 q a a a W)o a- n o m ao �o r- a a U M oo OIL j,1 al •2 �O r0 O O O N N N N N r Cp M T N f�l N O O N O T O .�aa Ob • 00 O O O �h 411- �n �ti by Gij o vj� vJ 0 QC ron 4 UU p C co LD khl '�-•N N UO r'Q �LO ;J Cl) N O to Q b Cn y is d � 1.If d o d o m Z � 00 A� Ca Q'N p to N 0) N N LO N Q 4] O L� Q CO o 0 �[►yi r T }� Z Q O Go Z N C7 L W hi r J N O N _ O m CIA J a J J J U 0 r N O N N N W N • T ti W Z Q Z > O J 0-1 LL W U) 00 W Q Z >LLJ W I� U) In CO) > Z 0 = a N y O W 0 H 2 C!) r (] N W J W �f1 t OA J Ll z U V} V (� W ti 0 � ( _ •�j N N � [V r2 O SII O J O CO V m N LLI t'N7 v N _LU W N W W N W D a Q~ A A ti w a U V w LU LU U O O = 7 N Cl) m b a s v a a co a co a (L a h� a > > > Ln > 7 M > > 7 A r N In Ln 1() Ifl ? V b O b - O O d r� N N N N N l.L CL' N7 N � N Q SV N Q N co 0 v OV 2 � O � z v W .q M O O > A 00 M � to o min o `n o h r CD C) o V U N N CD N N } ? 4L5 w 4 d �CJD 0 v N O �0 4�0 v €,y N O � I N N .4 z [� LU w ci r`' w v y 3 Z O_ w • N N 0i 0tr) Z Q M 0 01 �j •�' C s LU � A � r LO v TO} N T p �1 z z z � a4 > A F � S �y 1 o F o N O fD � N O Q } t y d O O �o N CJ N 6r r 77 V � � a A� cli 3 � M z x jJ L7 YI M LLl lL W ((may _ • N N ,� ¢ Q o o Z'S (n J 4 Q Q N LLI � Q O A y C N Q V O LO O O d n z C: U '►I o Z N O Q O A a $ •c ao � N V � � N i Tr Ic LLI L k 4 Q V O � d � 0 Cn q o O � Y LOLn o rl N d N CD � W 00 OD O Cat N y z l0 r is Q C5 O �i •� A A � 1 wy W � o O � '�M a � o A CJ o N N M N t•1 Q r Q a0 m 77 _0 w.. to co �o q! �O p •y0 •.y.0 •+yiOT •.��00 •F.O .�Q 1O 0 ti �O �n �A Ah T OI �W �� �67 �O Q ti Q' 16.tj a t ti ti �+ -Q co p •C r 'O N `Q M to p �C:� v� z0 ua vCN v� �, Oc� OU OU OU OU OU dtf7 u� Cl) r .M- Go '1 1� I OQ O O N N { a o a r t, — ao a❑ a0. as as as as as O� � � N A� AW ''1 c 3 w oo f O W N 40 Q LO o Z z z O O N L, N b Z r Q� O 6� W ❑ W < N `J N LU W w N �►vi V Z f • Z Z f *i z Q z z N H � " � 7 Z � ¢ LU - ¢ U U - Lo LO w = z ¢ _ z _ a vO � � LL }2W W LU W � wN QL,- ti Lu Z � N N W _ � m �p ¢ �v Oo o t _ M 0 O a Z) UN LU Ix w A 3 g z � ON g 7 i O N co q A� f❑ ❑ A ❑ > > > > > > > > > lza u7 Ln N F LO .n N � NN O c�•jIJ Z E4 ❑to O p co O O O Ln 4 V O d O to z 7 •R H O0 q r 'f' OD 00 .q .-4 ... r7 Ieq n Wtn tn W k r 95 CD N N N ("1 N N O M N LO O M r £ry, C In to O l!) _ � O ? r O v a (O O vv o Q �. I' o Van o n N p� N N •10 O O •410 'tea 0 0 O •ti0 •�0 R _ Ol co 'C •q In ,p� .q n •C CO In O �'O U N U� V n r w O 47 R] VCLO'1 u07 U N M 0 0 CQ�f 0 0 O O Q O O A7 A� ' A> _ Q� cm N m O � Aa. 00 N IT N M 7 N N N Uf N N 0000 a *� Z Q # z w W v to h , N N N Z ¢ N ID o V z ¢ Ln z0 j N r N J z r N 00 .- 0 r 01 N O w J r N N z N N Z coW ¢ 0 Q 2 Z Z Q W co ❑ W W ft W ¢ a ` W m Z w UJ Z N N 3 y 0 ❑ w Z ¢ 3 0 O ¢ W N a s � -- 0 ❑ - a a z ±►y e�7 ,V ti H W a sL N N W ¢ ❑ Q ¢ W ❑ U)i W w ❑ w � a ww � LO (nn � LO 'n00 \� ;~i cn ❑z z W z "' z z ¢ Ln a cry co Z Z *Ii of a's Q ¢ Q ¢ y } U ¢ 0 es c zo � a � wz0 0 0r Qy A A O :z = rz = o N � 0z y Cy Yy� S] r ❑ ❑ ❑ ap ❑ ❑ ❑ ❑ ❑ O ❑ dj ❑ ❑ ❑ A a. o 0 o o u� N to U •., c N LL N N O O ' N N � M0) 0 l V O H O U 0 0 0 un O "I _ Z W R � O ^J y CC) N A _ a a a a a " N N eq N p O N .w .�-w .M- .�. O �1 }may � � �D 1D �D \D � •• N !•�� _�y '` E�fi 1pA V�i Val .Z' p O O V N N N N N N G M r' C `no 0 V 00 N N O N d t O Cl) m o� ro .o¢ 4 0."U tu 4� 'D ab h •r C4 t UC%j O� � y m U O � ai of ti kc;la 4> � o 0 �•1►� � N L l OI o c� 0 Z J r O Z � V J N y a WP�7 P�7 a w o cLU L`S 'Ci C7 N a °a a > > O N V o Li.aLL O '�► Zs #y z 4� o O �'�V , •y W _ CLN kA U > w ei •y , en F r.. k" C CS e b N �V RECEIVED ,. �kf 4Y Ll� JUL 14 2015 STAFF REPORT CITY CLERK'S OFFICE CITY ADMINISTRATION 1 DATE: July 21, 2015 TO: Honorable Mayor and City Council FROM: Mark C. Whitworth, City Administrator Originator: Alex Kung, Economic Devel me ager WL- RE: Approval and Authorization of a Local Cash etch Commitment Letter with Southern California Association of Governments (SLAG) regarding the Los Angeles River Bikeway Feasibility Study Recommendation A. Find that the actions recommended in this staff report are exempt from the California Environmental Quality Act (CEQA), because (a) approval of the below-described Local Cash Match Commitment Letter is not an "approval" as defined by Section 15352 due to its conditional nature; and (b) the City of Vernon is neither the "lead agency" as defined in Sections 15051 and 15367 nor a "responsible agency" as defined in Section 15381. Moreover, the actions recommended are statutorily exempt from CEQA review under CEQA Guidelines Section 15262, because it only involves a feasibility study for possible future actions which the City of Vernon has not approved, adopted, or funded. B. Approve and Authorize the City Administrator to execute the Local Cash Match Commitment Letter with SLAG. Background In April, 2015 the Southern California Association of Governments (SCAG) and the City of Vernon, as a sub-applicant, received a grant from the California Department of Transportation (Caltrans) in the amount of$237,878 to fund the Los Angeles River Bikeway Feasibility Study (Study). The Study will look at a wide range of alternatives, challenges and present recommendations for installing a regionally connected bikeway within the City's portion of the LA River. The Study will assess current conditions, conduct engineering analyses, and present the best supported options for extending the bikeway. Page 1 of 2 SCAG staff will prepare a Request for Proposals (RFPs) to hire a consultant to conduct the Study. A Proposal Review Committee composed of City and SCAG staff members will review the proposals submitted and select a consultant. The Study is anticipated to be presented to City Council by June 30, 2017. Fiscal Impact The City's total local cash match amount for the Study is $30,820.00. Attachment(s) 1. Local Cash Match Commitment Letter: Los Angeles River Bikeway Feasibility Study Page 2 of 2 of Otti 4305 Santa Fe Avenue,Vernon, California 90058 Telephone (323)583-8811 July 14,2015 Basil Panas, Chief Financial Officer Southern California Association of Governments 818 West Seventh Street, 12th Floor Los Angeles, CA 90017-3435 RE: Local Cash Match Commitment Letter;Los Angeles River Bikeway Feasibility Study Dear Mr. Panas: As the recipient of grant funding in the amount of $237,878 from the California Department of Transportation (Caltrans), the City of Vernon (Vernon) agrees to provide a local, cash match to the Southern California Association of Governments (SCAG) in the amount of$30,820 toward funding for the Los Angeles River Bikeway Feasibility Study. The project will be funded primarily by the FY 15-16 Sustainable Transportation Planning Grant, whereas the local cash match will come from Vernon's General Fund. In reliance upon Vernon's commitment as outlined in this letter, SCAG intends to award a consultant contract to support this Project according to the Scope of Work detailed in Vernon's approved grant application. This letter serves as Vernon's commitment to deliver a check payable to the "Southern California Association of Governments" in the amount of$30,820 upon issuance by SCAG of a Notice of Intent to Award the consultant contract for this Project. Vernon further understands that SCAG shall not execute a consultant contract for this Project until SCAG is in receipt of such cash match payment. Local cash match shall be funded only with non-federal funds. If any funds paid in advance by Vernon are unspent upon the completion or termination of the consultant contract, SCAG shall return such funds to Vernon within thirty(30)days of the completion or termination of the consultant contract. In regards to roles and responsibilities, SCAG staff will conduct the procurement process for consultant services. SCAG will approve invoices, review consultant deliverables and provide timely feedback on those deliverables, and will participate in monthly progress update meetings and/or conference calls where deliverables will be reviewed and discussed and project progress will be discussed. Unless otherwise agreed upon, SCAG staff will return comments on deliverables to the consultant within two(2) weeks of their submittal. Exclusively Industrial July 14, 2015 Page 2 Vernon staff will provide technical leadership for the project. Vernon staff will guide analytical work and project outreach, provide data if available, review consultant deliverables and provide timely feedback on those deliverables. Vernon staff will participate in monthly progress update meetings and/or conference calls where deliverables and project progress will be reviewed and discussed. Unless otherwise agreed upon, Vernon staff will return comments on deliverables to the consultant within two (2) weeks of their submittal. Should you have any questions,please contact Samuel Kevin Wilson at(323) 583-8811,extension 245. Sincerely, Mark C. Whitworth City Administrator City of Vernon, 4305 Santa Fe Avenue, Vernon, California 90058—Telephone(323)583-8811 _f y F 2 REOFIVE® ,. RECEIVED JUL 15 2015 irs■** CITY CLERK'S OFFICE STAFF REPORT JUL o s zo15 CITY ATTORNEY'S OFFICE CITY A�M I iV I TI D 11' DATE: July 21, 2015 TO: Honorable Mayor and City Council FROM: Hema P. Patel, City Attorney RE: Approval of an Amendment No. 1 to the Attorney Services Agreement between the City of Vernon and Liebert Cassidy Whitmore to provide personnel and labor law attorney services Recommendation: It is recommended that the City Council: A. Find that approval of the proposed Attorney Services Agreement with Liebert Cassidy Whitmore is exempt under the California Environmental Quality Act (CEQA) in accordance with CEQA Guidelines section 15061(b)(3), the general rule that CEQA only applies to projects that may have an effect on the environment. B. Authorize the City Administrator to enter into an Amendment No. 1 to the Attorney Services Agreement between the City of Vernon and Liebert Cassidy Whitmore, in substantially the same form as submitted herewith, for an additional one-year period in an amount not to exceed $150,000.00. Background On September 2, 2014, the City Council approved an Attorney Services Agreement for personnel and labor law attorney services with Liebert Cassidy Whitmore ("Liebert Cassidy"). On April 12, 2013, in accordance with the City's good governance reforms and updated competitive selection procedures, the City Attorney's Office issued a Request for Proposals for legal services regarding employment and labor law. The City received proposals from 22 labor and employment firms throughout the state, including Liebert Cassidy. The proposals were subject to an initial screening and written evaluation process by the City Attorney's Office, the Human Resources Director, and the Chief of Police, and top firms were interviewed by the selection panel. Based on the foregoing process, the selection panel concurred that Liebert Cassidy was a top contender, and should continue to assist the City on employment legal matters on an as-needed basis. In addition to providing legal advice on specialized employment issues, Liebert Cassidy has also been assisting the City Attorney's Office in the defense of several ongoing pension-related lawsuits brought by former City Administrator Bruce Malkenhorst, Sr. The strength of Liebert Cassidy in the areas of employment law and employment litigation is evidenced by the firm's top ranking in the City's RFP process, as well as its historical knowledge of the City's employment issues and pension structure. In addition, Liebert Cassidy has defended the City vigorously and provided expert legal strategy during ongoing litigation matters. Liebert Cassidy offers competitive billing rates, with partners billing at $325.00 per hour, and associates billing at $190.00-265.00 per hour. Fiscal Impact The maximum fiscal impact to the City under the proposed contract term is $150,000.00, which takes into account the continued litigation of at least three ongoing employment-related lawsuits. This amount has been included in the budget for the City Attorney's Office for fiscal year 2015-2016. AMENDMENT NO. 1 TO THE ATTORNEY SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND LIEBERT CASSIDY WHITMORE FOR PERSONNEL AND LABOR LAW ATTORNEY SERVICES This Amendment("Amendment No. 1")to that certain Agreement for personnel and labor law attorney services dated August 1, 2014, (the "Agreement"), is made as of August 1, 2015, by and between the City of Vernon, a California charter city and municipal corporation (the "City"), and Liebert Cassidy Whitmore ("Associate Counsel"), a California corporation. WHEREAS,the City and Associate Counsel are parties to a written Agreement dated August 1, 2014, under which Associate Counsel provides personnel and labor law attorney services ("the Agreement"); and WHEREAS, the City and Associate Counsel desire to amend the Agreement to renew the Agreement effective August 1, 2015, through July 31, 2016, for a total amount not to exceed $150,000.00 for this renewal term. NOW, THEREFORE, the parties to this Amendment No. 1 agree as follows: 1. The Agreement has been renewed for an additional one (1) year period, and the Termination Date listed on the Cover Page is amended to July 31, 2016. There are no further renewal terms beyond this one final one-year renewal term. 2. Except as expressly modified by this Amendment No. 1, all provisions of the Agreement shall remain in full force and effect. 3. The provisions of this Amendment No. 1 shall constitute the entire agreement of the parties with respect to the subject matter included in this Amendment No. 1 and shall supersede any other agreement, understanding, or arrangement, whether written or oral, between the parties with respect to the subject matter of this Amendment No. 1. 4. The person or persons executing this Amendment No. 1 on behalf of each of the parties warrants and represents that he or she has the authority to execute this Amendment No. 1 on behalf of that party and has the authority to bind that party to the performance of its obligations hereunder. IN WITNESS WHEREOF, the parties have signed this Amendment No. 1 as of the date stated in the introductory clause. [SIGNATURES FOLLOW ON NEXT PAGE] - 1 - CITY OF VERNON a California charter city Liebert Cassidy Whitmore, a California corporation and municipal corporation By: By: - Name: Mario Whitworth, City Administrator Title: ATTEST: By: Name: _ Maria E.Ayala, City Clerk Title: APPROVED AS TO FORM: Hema Patel, City Attorney - 2 - y� RECEIVED V. RECEIVED JUL 15 2015 CITY CLERK'S OFFICE STAFF REPORT CITYAOM CITY CLERK DEPARTMENT Tf DATE: July 21, 2015 TO: Honorable Mayor and City Council FROM: Maria E. Ayala, City Clerk . RE: Approval of a Resolution for Staff Appointments/Reappointments as Representatives to Various External Agencies and/or Committees Recommendation A. Find that approval of the proposed Resolution updating Staffs appointments does not constitute a "project" pursuant to section 15378(b)(2) of the Guidelines to the California Environmental Quality Act ("CEQA"), because it constitutes an administrative activity; and even if the adoption of the proposed resolution did constitute a project, it would be exempt from CEQA in accordance with Section 15061(b)(3), the general rule that CEQA only applies to projects that may have an effect on the environment; and B. Appoint Staff as delegate(s) and alternates) to the following boards of various agencies and/or committees as follows; and 1. Gateway Region Integrated Water Management Joint Power Authority also known as Gateway Water Management Authority Policy Board. Appoint Director of Public Works, Water and Development Services as the delegate; and appoint as alternates, Public Works and Water Superintendent and Stormwater and Special Projects Analyst. Previous appointment at the October 2, 2007 City Council Meeting: Kevin Wilson as the delegate; and Scott Rigg and Woody Natsuhara as the alternates. 2. Southern California Public Power Authority. Appoint Director of Gas and Electric as the delegate; and appoint as alternates the Electrical Resources Planning & Development Manager and the Utilities Compliance Manager. Previous appointment, pursuant to Resolution No. 9845: Donal O'Callaghan as the delegate; Abraham Alemu as the alternate. 3. LA-RIGS Authority. Appoint City Administrator as the delegate, with the authorization to designate a proxy to vote on behalf of the City. Page 1 of 2 Previous appointment, pursuant to Resolution No. 9883: Eric Fresch as the delegate; Steve Towles through letters dated March 30, 2009 and May 11, 2009 appointed as proxy. C. Adopt a Resolution of the City Council of the City of Vernon designating and appointing its representatives and alternates to the various boards of the above referenced agencies to represent the City of Vernon. Background In review of its current records, the need to update employee appointments to specific boards has been identified. The proposed will ensure current and appropriate representation of the City of Vernon for both the Gateway Region Integrated Water Management Joint Power Authority also known as Gateway Water Management Authority Policy Board and the Southern California Public Power Authority. In an effort to ensure that such appointments are still active and are updated on a consistent basis, the appointment of staff will be presented to Council on an annual basis in the future. Future staff appointments will be presented to Council at the time Council appointments are made, which will be on or about the regularly scheduled meetings for the month of May. Fiscal Impact There is no fiscal impact Attachment(s) None. Paget of RESOLUTION NO . A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON UPDATING CITY STAFF MEMBERS' APPOINTMENTS TO VARIOUS EXTERNAL AGENCIES AND/OR COMMITTEES WHEREAS, the City of Vernon (the "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; and WHEREAS, the City is a member of various external Agencies and/or Committees; and WHEREAS, the City Council of the City of Vernon desires to update appointments of City Staff Members to various external Agencies and/or Committees . NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF VERNON AS FOLLOWS : SECTION 1 : The City Council of the City of Vernon hereby finds and determines that the above recitals are true and correct. SECTION 2 : The City Council of the City of Vernon finds that this action is exempt under the California Environmental Quality Act (CEQA) , in accordance with Section 15061 (b) (3) , the general rule that CEQA only applies to projects that may have an effect on the environment . SECTION 3 : The City Council of the City of Vernon hereby appoints the Director of Public Works, Water and Development Services, to serve as the City' s delegate on the Gateway Region Integrated Water Management Joint Power Authority also known as Gateway Water Management Authority Policy Board and the Public Works and Water Superintendent, and the Stormwater and Special Projects Analyst, as the City' s alternates . SECTION 4 : The City Council of the City of Vernon hereby appoints the Director of Gas & Electric, to serve as the City' s delegate on the Southern California Public Power Authority and the Electrical Resources Planning & Development Manager, and the Utilities Compliance Manager, to serve as the City' s alternates . SECTION 5 : The City Council of the City of Vernon hereby appoints the City Administrator to serve as the City' s delegate on the Board of the LA-RICS Authority, with the authorization to designate a proxy vote, on behalf of the City. SECTION 6 : Such appointments shall be effective until the death, resignation, disqualification or subsequent removal by the City Council of such representatives . SECTION 7 : Any resolutions or parts of a resolution or minute orders in conflict with this Resolution are hereby repealed as to the portions in conflict, only. - 2 - SECTION 8 : The City Clerk, or Deputy City Clerk, of the City of Vernon shall certify to the passage, approval and adoption of this resolution, and the City Clerk, or Deputy City Clerk, of the City of Vernon shall cause this resolution and the City Clerk' s, or Deputy City Clerk' s, certification to be entered in the File of Resolutions of the Council of this City. APPROVED AND ADOPTED this 215t day of July, 2015 . Name : Title : Mayor / Mayor Pro-Tem ATTEST: City Clerk / Deputy City Clerk APPROVED AS TO FORM: rr�+ Brian Byun, Deputy ity Attorney 3 - STATE OF CALIFORNIA } } ss COUNTY OF LOS ANGELES } I, City Clerk / Deputy City Clerk of the City of Vernon, do hereby certify that the foregoing Resolution, being Resolution No. was duly passed, approved and adopted by the City Council of the City of Vernon at a regular meeting of the City Council duly held on Tuesday, July 21, 2015, and thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of Vernon. Executed this day of July, 2015, at Vernon, California. City Clerk / Deputy City Clerk (SEAL) - 4 - v RECEIVED } :5 ` RECEIVED JUL 15 2015 `�,`%� JUL 13 2045 CITY CLERK'S OFF1Cf STAFF REPORT CITY ADVIN.�`"I ATION FIRE DEPARTMENT DATE: duly 21, 2015 TO: Honorable Mayor and City Council FROM: Michael A. Wilson,Fire Chief / / Originator: Adriana Ramos,Administrative Secretary RE: Approval to Lease Two (2) 2016 Pierce PUC Triple Combination Pumpers for the Fire Department Recommendation A. Find that approval of the lease proposed in this staff report is exempt under the California Environmental Quality Act ("CEQA"), because the proposed action is an administrative 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. Furthermore, even if it were a project, this action would be exempt from CEQA review pursuant to CEQA Guidelines section 15061(b)(3), the general rule that CEQA only applies to projects that may have an effect on the environment; and B. Approve and authorize the execution of a ten (10) year Lease-Purchase Agreement with Oshkosh Capital in the amount of $1,321,836.49, in substantially the same form as submitted herewith, for two (2) 2016 Pierce PUC Triple Combination Pumpers for the Fire Department that will replace two current engines that were purchased in 1989 and no longer meet the needs of the department. Bac round The Proposed Purchase Compliance with the Municipal Code The Fire Department requests that the City Council approve the Lease-Purchase Agreement of two (2) 2016 Pierce PUC Triple Combination Pumpers from Oshkosh Capital, to be supplied from Pierce Manufacturing Inc. ("PMI"), in the amount of$1,321,836.49. PMI is a subsidiary company of Oshkosh Capital. For this purchase the City intends to piggyback onto a current contract between the City of Holland in the State of Michigan and PMI. Piggybacking is expressly authorized by Vernon Page 1 of 2 Municipal Code Section 2.17.12(a)(5) and allows Vernon to use an existing public agency contract as a template to form its own contract directly with the same vendor to purchase on same or similar terms. The City of Holland used a competitive bid process to obtain vehicle cost for PMI that is at a cost substantially lower than Vernon could obtain if it were to complete the traditional competitive bidding process itself. As such, staff requests that the City Council approve the lease-purchase without requiring the completion of the traditional competitive bidding process. The City of Vernon will be able to save time and resources by piggybacking onto the City of Holland purchase with PMI. Reason Purchase is needed The new 2016 Pierce PUC Triple Combination Pumpers will replace the two current engines that were purchased in 1989, which have exceeded the recommended service time pursuant to the Vernon Fire Department "Apparatus Replacement Schedule". The current Apparatus Replacement Schedule allows for twelve (12) years of front line service; followed by twelve (12) years of"Reserve Status"prior to the retirement of a Triple Combination Pumper. Fiscal Impact The new Triple Combination Pumpers will be purchased by utilizing a Lease-Purchase Option in order to defer the fiscal impact on the Fire Department budget over a ten (10) year term. The annual cost of the lease will be $158,059.45, payable on an annual basis. Thirty (30) days prior to the end of the lease term, the City will have the option to purchase both engines by paying all Rent Payments then due, to include any accrued interest, plus the Termination Value amount set forth on the Payment Schedule. Attachment(s) 1. Master Lease-Purchase Agreement between City of Vernon and Oshkosh Capital 2. Pierce Manufacturing, Inc. Lease Proposal 3. City of Holland Fire Department Bid Results 4. Executed Purchase Agreement between Pierce Manufacturing, Inc. and the City of Holland Page 2 of 2 E05 Master Lease-Purchase Agreement Between CITY OF VERNON AND OSHKOSH CAPITAL DOCUMENT INDEX ❑ Master Lease-Purchase Agreement—Sign and provide title on the last page ❑ Lease Schedule with Schedule A-1 —Sign and title ❑ Vehicle Schedule Addendum —Sign and title ❑ Incumbency Certificate and Resolution— List your authorized signor(s) and title(s); have secretary or appropriate trustee attest to the information and signature(s) provided by signing and printing his/her name, title and date. The person who validates the signatures should not sign the lease documents. The resolution must reflect the title(s) of the individual(s) who have authorization to sign the documents. ❑ Opinion of Counsel Letter— Enclosed is a template. Please ask your attorney to prepare on his/her letterhead, and include all of the items in the template. ❑ Title -The terms of your contract specify that the Lender be listed as the lienholder and hold the original title during the term of the lease. In addition, we will need a copy of the front and back of the MSO listing Oshkosh Capital, 995 Dalton Ave, Cincinnati, OH 45203 as first lien holder. ❑ Insurance Request Form — Fill in your insurer's information and sign. Please contact your insurer, prior to delivery, to obtain a certificate of insurance. Please enclose the certificate with the signed documentation or have the insurer fax the certificate directly to me. ❑ Three Party Agreement—Sign and title. ❑ Delivery & Acceptance Certificate —At point of delivery, fill out this form and fax it to me. Please return the original via US Postal Service. ❑ IRS FORM 8038-G —Sign, date, and title ❑ Minutes of Governing Body (approving the purchase & finance of equipment) — Please return a copy with the documents. ❑ Sales Contract or Purchase Order - please provide a copy of the Sales Contract enter into with Pierce Manufacturing or a copy of the Purchase Order issued to Pierce Manufacturing Inc. - 1 - E05 MASTER LEASE - PURCHASE AGREEMENT Dated as of July 24, 2015 This Master Lease-Purchase Agreement together with all addenda, riders and attachments hereto, as the same may from time to time be amended, modified or supplemented ("Master Lease") is made and entered by and between Oshkosh Capital ("Lessor") and the Lessee identified below ("Lessee"). LESSEE: City of Vernon 1. LEASE OF EQUIPMENT. Subject to the terms and conditions of this Master Lease, Lessor agrees to lease to Lessee, and Lessee agrees to lease from Lessor, all Equipment described in each Schedule signed from time to time by Lessee and Lessor. 2. CERTAIN DEFINITIONS. All terms defined in the Lease are equally applicable to both the singular and plural form of such terms. (a) "Schedule" means each Lease Schedule signed and delivered by Lessee and Lessor, together with all addenda, riders, attachments, certificates and exhibits thereto, as the same may from time to time be amended, modified or supplemented. Lessee and Lessor agree that each Schedule (except as expressly provided in said Schedule) incorporates by reference all of the terms and conditions of the Master Lease. (b) "Lease" means each Schedule and this Master Lease as incorporated into said Schedule. (c) "Equipment" means the property described in each Schedule, together with all attachments, additions, accessions, parts, repairs, improvements, replacements and substitutions thereto. (d) "Lien" means any security interest, lien, mortgage, pledge, encumbrance, judgment, execution, attachment, warrant, writ, levy, other judicial process or claim of any nature whatsoever by or of any person. 3. LEASE TERM. The term of the lease of the Equipment described in each Lease ("Lease Term") commences on the first date any of such Equipment is accepted by Lessee pursuant to Section 5 hereof and, unless earlier terminated as expressly provided in the Lease, continues until Lessee's payment and performance in full of all of Lessee's obligations under the Lease. 4. RENT PAYMENTS 4.1 For each Lease, Lessee agrees to pay to Lessor the rent payments in the amounts and at the times as set forth in the Schedule A-1 attached to the Schedule ("Rent Payments"). A portion of each Rent Payment is paid as and represents the payment of interest as set forth in the Schedule A-1. Rent Payments will be payable for the Lease Term in U.S. dollars, without notice or demand at the office of Lessor(or such other place as Lessor may designate from time to time in writing). 4.2 If Lessor receives any payment from Lessee after the due date, Lessee shall pay Lessor on demand as a late charge five per cent (5%) of such overdue amount, limited, however, to the maximum amount allowed by law. 4.3 EXCEPT AS SPECIFICALLY PROVIDED IN SECTION 6 HEREOF OR IN ANY WRITTEN MODIFICATION TO THE LEASE SIGNED BY LESSOR, THE OBLIGATION TO PAY RENT PAYMENTS UNDER EACH LEASE SHALL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND SHALL NOT BE SUBJECT TO ANY SETOFF, DEFENSE, COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER. 5. DELIVERY; ACCEPTANCE; FUNDING CONDITIONS - 2 - E05 5.1 Lessee shall arrange for the transportation, delivery and installation of all Equipment to the location specified in the Schedule ("Location") by Equipment suppliers ("Suppliers") selected by Lessee. Lessee shall pay all costs related thereto unless Lessor otherwise agrees to pay such costs as stated in the Schedule 5.2 Lessee shall accept Equipment as soon as it has been delivered and is operational. Lessee shall evidence its acceptance of any Equipment by signing and delivering to Lessor the applicable Schedule. If Lessee signs and delivers a Schedule and if all Funding Conditions have been satisfied in full, then Lessor will pay or cause to be paid the costs of such Equipment as stated in the Schedule ("Purchase Price") to the applicable Supplier. 5.3 Lessor shall have no obligation to pay any Purchase Price unless all reasonable conditions established by Lessor ("Funding Conditions") have been satisfied, including, without limitation, the following: (a) Lessee has signed and delivered the Schedule and its Schedule A-1; (b) no Event of Default shall have occurred and be continuing; (c) no material adverse change shall have occurred in the Internal Revenue Code of 1986, as amended, and the related regulations and rulings thereunder(collectively, the "Code"); (d) no material adverse change shall have occurred in the financial condition of Lessee or any Supplier; (e) the Equipment is reasonably satisfactory to Lessor and is free and clear of any Liens (except Lessor's Liens); (f) all representations of Lessee in the Lease remain true, accurate and complete; and (g) Lessor has received all of the following documents, which shall be reasonably satisfactory, in form and substance, to Lessor: (1) evidence of insurance coverage required by the Lease, (2) an opinion of Lessee's counsel; (3) reasonably detailed invoices for the Equipment; (4) Uniform Commercial Code (UCC) financing statements; (5) copies of resolutions by Lessee's governing body, duly authorizing the Lease and incumbency certificates for the person(s) who will sign the Lease; (6) such documents and certificates relating to the tax-exempt interest payable under the Lease (including, without limitation, IRS Form 8038G or 8038GC) as Lessor may request; and (7) such other documents and information previously identified by Lessor or otherwise reasonably requested by Lessor. 6. TERMINATION FOR GOVERNMENTAL NON-APPROPRIATIONS. 6.1 For each Lease, Lessee represents and warrants: that it has appropriated and budgeted the necessary funds to make all Rent Payments required pursuant to such Lease for the remainder of the fiscal year in which the Lease Term commences; and that it intends to make Rent Payments for the full Lease Term as scheduled on the applicable Schedule A-1 so long as funds are appropriated in each fiscal year by its governing body. Lessee reasonably believes that moneys in an amount sufficient to make all Rent Payments can and will lawfully be appropriated and made available therefor. All Rent Payments shall be payable out of the general funds of Lessee or out of other funds legally available therefor. Lessor agrees that the Leases will not be general obligations of Lessee and that the Leases shall not constitute pledges of either the full faith and credit of Lessee or the taxing power of Lessee 62 If Lessee's governing body fails to appropriate sufficient funds in any fiscal year for Rent Payments or other payments due under a Lease and if other funds are not available for such payments, then a "Non-Appropriation Event" shall be deemed to have occurred. If a Non-Appropriation Event occurs, then: (a) Lessee shall give Lessor immediate notice of such Non-Appropriation Event and provide written evidence of such failure by Lessee's governing body; (b) on the Return Date, Lessee shall return to Lessor all, but not less than all, of the Equipment covered by the affected Lease, at Lessee's sole expense, in accordance with Section 21 hereof; and (c) the affected Lease shall terminate on the Return Date without penalty or expense to Lessee, provided, that Lessee shall pay all Rent Payments and other amounts payable under the affected Lease for which funds shall have been appropriated or are otherwise available, provided further, that Lessee shall pay month-to-month rent at the rate set forth in the affected Lease for each month or part thereof that Lessee fails to return the Equipment under this Section 6.2. "Return Date" means the last day of the fiscal year for which appropriations were made for the Rent Payments due under a Lease. 7 NO WARRANTY BY LESSOR. The Equipment is sole! "AS IS". LESSEE ACKNOWLEDGES THAT LESSOR DID NOT MANUFACTURE THE EQUIPMENT. LESSOR DOES NOT REPRESENT THE MANUFACTURER, OWNER, OR DEALER, AND LESSEE SELECTED THE EQUIPMENT BASED UPON LESSEE'S OWN JUDGMENT. LESSOR MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE OR AS TO THE EQUIPMENT'S VALUE, DESIGN, CONDITION, USE, CAPACITY OR - 3 - E05 DURABILITY. LESSEE AGREES THAT REGARDLESS OF CAUSE, LESSOR IS NOT RESPONSIBLE FOR, AND LESSEE WILL NOT MAKE ANY CLAIM AGAINST LESSOR FOR, ANY DAMAGES, WHETHER CONSEQUENTIAL, DIRECT, SPECIAL OR INDIRECT INCURRED BY LESSEE IN CONNECTION WITH THE EQUIPMENT OR THIS MASTER LEASE — LEASE PURCHASE AGREEMENT. NEITHER THE MANUFACTURER, THE DEALER, NOR ANY SALESPERSON, EMPLOYEE OR AGENT OF THE DEALER OR MANUFACTURER, IS LESSOR'S AGENT OR HAS ANY AUTHORITY TO SPEAK FOR LESSOR OR TO BIND LESSOR 1N ANY WAY. For and during the Lease Term, Lessor hereby assigns to Lessee any manufacturer's or Supplier's product warranties, express or implied, applicable to any Equipment and Lessor authorizes Lessee to obtain the customary services furnished in connection with such warranties at Lessee's sole expense. Lessee agrees that (a) all Equipment will have been purchased by Lessor in accordance with Lessee's specifications from Suppliers selected by Lessee, (b) Lessor is not a manufacturer or dealer of any Equipment and has no liability for the delivery or installation of any Equipment, (c) Lessor assumes no obligation with respect to any manufacturer's or Supplier's product warranties or guaranties, (d) no manufacturer or Supplier or any representative of said parties is an agent of Lessor, and (e) any warranty, representation, guaranty or agreement made by any manufacturer or Supplier or any representative of said parties shall not be binding upon Lessor 8. TITLE; SECURITY INTEREST. 8.1 Upon Lessee's acceptance of any Equipment under its Lease, title to the Equipment shall vest in Lessee, subject to Lessor's security interest therein and all of Lessor's other rights under such Lease including, without limitation, Sections 6, 20 and 21 hereof. 8.2 As collateral security for the Secured Obligations, Lessee hereby grants to Lessor a first priority security interest in any and all of the Equipment (now existing or hereafter acquired) and any and all proceeds thereof. Lessee agrees to execute and deliver to Lessor all necessary documents to evidence and perfect such security interest, including, without limitation, Uniform Commercial Code (UCC)financing statements and any amendments thereto. 8.3 "Secured Obligations" means Lessee's obligations to pay all Rent Payments and all other amounts due and payable under all present and future Leases and to perform and observe all covenants, agreements and conditions (direct or indirect, absolute or contingent, due or to become due, or existing or hereafter arising) of Lessee under all present and future Leases. 9. PERSONAL PROPERTY. All Equipment is and will remain personal property and will not be deemed to be affixed or attached to real estate or any building thereon. 10. MAINTENANCE AND OPERATION. Lessee agrees it shall, at its sole expense: (a) repair and maintain all Equipment in good condition and working order, in accordance with manufacturer's instructions, and supply and install all replacement parts or other devices when required to so maintain the Equipment or when required by applicable law or regulation, which parts or devices shall automatically become part of the Equipment; and (b) use and operate all Equipment in a careful manner in the normal course of its operations and only for the purposes for which it was designed in accordance with the manufacturer's warranty requirements, and comply with all laws and regulations relating to the Equipment. If any Equipment is customarily covered by a maintenance agreement, Lessee will furnish Lessor with a maintenance agreement by a party reasonably satisfactory to Lessor. No maintenance or other service for any Equipment will be provided by Lessor Lessee will not make any alterations, additions or improvements ("Improvements") to any Equipment without Lessor's prior written consent unless the Improvements may be readily removed without damage to the operation, value or utility of such Equipment, but any such Improvements not removed prior to the termination of the applicable Lease shall automatically become part of the Equipment. 11. LOCATION; INSPECTION. Equipment will not be removed from, or if Equipment is rolling stock its permanent base will not be changed from, the Location without Lessors prior written consent which will not be unreasonably withheld. Upon reasonable notice to Lessee, Lessor may enter the Location or elsewhere during normal business hours to inspect the Equipment. 12. LIENS, SUBLEASES AND TAXES. - 4 - E05 12.1 Lessee shall keep all Equipment free and clear of all Liens except those Liens created under its tease. Lessee shall not sublet or lend any Equipment or permit it to be used by anyone other than Lessee or Lessee's employees 12 2 Lessee shall pay when due all Taxes which may now or hereafter be imposed upon any Equipment or its ownership, leasing, rental, sale, purchase, possession or use, upon any Lease or upon any Rent Payments or any other payments due under any Lease. If Lessee fails to pay such Taxes when due, Lessor shall have the right, but not the obligation, to pay such Taxes. If Lessor pays any such Taxes, then Lessee shall, upon demand, immediately reimburse Lessor therefor. "Taxes" means present and future taxes, levies, duties, assessments or other governmental charges that are not based on the net income of Lessor, whether they are assessed to or payable by Lessee or Lessor, including, without limitation (a) sales, use, excise, licensing, registration, titling, gross receipts, stamp and personal property taxes, and (b) interest, penalties or fines on any of the foregoing. 13 RISK OF LOSS. 13.1 Lessee bears the entire risk of loss, theft, damage or destruction of any Equipment in whole or in part from any reason whatsoever ("Casualty Loss"). No Casualty Loss to any Equipment shall relieve Lessee from the obligation to make any Rent Payments or to perform any other obligation under any Lease Proceeds of any insurance recovery will be applied to Lessee's obligations under this Section 13 13.2 If a Casualty Loss occurs to any Equipment, Lessee shall immediately notify Lessor of the same and Lessee shall, unless otherwise directed by Lessor, immediately repair the same. 13.3 If Lessor determines that any item of Equipment has suffered a Casualty Loss beyond repair ("Lost Equipment"), then Lessee shall either: (a) immediately replace the Lost Equipment with similar equipment in good repair, condition and working order free and clear of any Liens (except Lessor's Liens) and deliver to Lessor a bill of sale covering the replacement equipment, in which event such replacement equipment shall automatically be Equipment under the applicable Lease; or (b) on the next scheduled Rent Payment date, pay Lessor(i) all amounts owed by Lessee under the applicable Lease, including the Rent Payment due on such date plus (ii) an amount equal to the applicable Termination Value set forth in the Payment Schedule to the applicable Lease. If Lessee is making such payment with respect to less than all of the Equipment under a Lease, then Lessor will provide Lessee with the pro rata amount of the Rent Payment and Termination Value to be paid by Lessee with respect to the Lost Equipment. 13 4 Lessee shall bear the risk of loss for, shall pay directly, and shall defend against any and all claims, liabilities, proceedings, actions, expenses (including reasonable attorney's fees), damages or losses arising under or related to any Equipment, including, but not limited to, the possession, ownership, lease, use or operation thereof. These obligations of Lessee shall survive any expiration or termination of any Lease. Lessee shall not bear the risk of loss of, nor pay for, any claims, liabilities, proceedings, actions, expenses (including attorney's fees), damages or losses which arise directly from events occurring after any Equipment has been returned by Lessee to Lessor in accordance with the terms of the applicable Lease or which arise directly from the gross negligence or willful misconduct of Lessor. 14. INSURANCE. 14.1 (a) Lessee at its sole expense shall at all times keep all Equipment insured against all risks of loss or damage from every cause whatsoever for an amount not less than the Termination Value of the Equipment. Proceeds of any such insurance covering damage or loss of any Equipment shall be payable to Lessor as loss payee (b) The Total Amount Financed as set forth on the Schedule A-1 does not include the payment of any premium for any liability insurance coverage for bodily injury and/or property damage caused to others and no such insurance will be purchased by Lessor. (c) Lessee at its sole expense shall at all times carry public liability and property damage insurance in amounts reasonably satisfactory to Lessor protecting Lessee and Lessor from liabilities for injuries to persons and damage to property of others relating in any way to any Equipment. Proceeds of any such public liability or property insurance shall be payable first to Lessor as additional insured to the extent of its liability, and then to Lessee. 14.2 All insurers shall be reasonably satisfactory to Lessor. Lessee shall promptly deliver to Lessor satisfactory evidence of required insurance coverage and all renewals and replacements thereof. - 5 - E05 Each insurance policy will require that the insurer give Lessor at least 30 days prior written notice of any cancellation of such policy and will require that Lessor's interests remain insured regardless of any act, error, misrepresentation, omission or neglect of Lessee. The insurance maintained by Lessee sham be primary without any right of contribution from insurance which may be maintained by Lessor 15. PURCHASE OPTION Upon thirty (30) days prior written notice by Lessee to Lessor, and so long as there is no Event of Default then existing, Lessee shall have the option to purchase all, but not less than all, of the Equipment covered by a Lease on any Rent Payment due date by paying to Lessor all Rent Payments then due (including accrued interest, if any) plus the Termination Value amount set forth on the Payment Schedule to the applicable Lease for such date. Upon satisfaction by Lessee of such purchase conditions, Lessor shall release its Lien on such Equipment and Lessee shall retain its title to such Equipment "AS-IS, WHERE-IS," without representation or warranty by Lessor, express or implied, except for a representation that such Equipment is free and clear of any Liens created by Lessor 16 LESSEE'S REPRESENTATIONS AND WARRANTIES. With respect to each Lease and its Equipment, Lessee hereby represents and warrants to Lessor that: (a) Lessee has full power, authority and legal right to execute and deliver the Lease and to perform its obligations under the Lease, and all such actions have been duly authorized by appropriate findings and actions of Lessee's governing body; (b) the Lease has been duly executed and delivered by Lessee and constitutes a legal, valid and binding obligation of Lessee, enforceable in accordance with its terms; (c) the Lease is authorized under, and the authorization, execution and delivery of the Lease complies with, all applicable federal, state and local laws and regulations (including, but not limited to, all open meeting, public bidding and property acquisition laws) and all applicable judgments and court orders; (d) the execution, delivery and performance by Lessee of its obligations under the Lease will not result in a breach or violation of, nor constitute a default under, any agreement, lease or other instrument to which Lessee is a party or by which Lessee's properties may be bound or affected, (e) there is no pending, or to the best of Lessee's knowledge threatened, litigation of any nature which may have a material adverse effect on Lessee's ability to perform its obligations under the Lease; and (f) Lessee is a state, or a political subdivision thereof, as referred to in Section 103 of the Code, and Lessee's obligation under the Lease constitutes an enforceable obligation issued on behalf of a state or a political subdivision thereof. 17. TAX COVENANTS. Lessee hereby covenants and agrees that: (a) Lessee shall comply with all of the requirements of Section 149(a) and Section 149(e) of the Code, as the same may be amended from time to time, and such compliance shall include, but not be limited to, keeping a complete and accurate record of any assignments of any Lease and executing and filing Internal Revenue Form 8038G or 8038GC, as the case may be, and any other information statements reasonably requested by Lessor; (b) Lessee shall not do (or cause to be done) any act which will cause, or by omission of any act allow, any Lease to be an "arbitrage bond" within the meaning of Section 148(a) of the Code or any Lease to be a"private activity bond"within the meaning of Section 141(a) of the Code; and (c) Lessee shall not do (or cause to be done) any act which will cause, or by omission of any act allow, the interest portion of any Rent Payments to be or become includable in gross income for Federal income taxation purposes under the Code (d) If Lessor either(i) receives notice, in any form, from the IRS; or(ii) reasonably determines, based on an opinion of independent tax counsel selected by Lessor and approved by Lessee, which approval Lessee shall not unreasonably withhold, that Lessor may not exclude the interest component of - 6 - E05 any Rent Payment under a Tax-Exempt Lease from federal gross income because Lessee breached a covenant contained herein, then Lessee shall pay to Lessor, within thirty (30) days after Lessor notifies Lessee of such determination, the amount which, with respect to Rent Payments previously paid and taking into account all penalties, fines, interest and additions to tax (including all federal, state and local taxes imposed on the interest component of all Rent Payments under such Tax-Exempt Lease due through the date of such event) that are imposed on Lessor as a result of the loss of the exclusion, will restore to Lessor the same after-tax yield on the transaction evidenced by such Tax-Exempt Lease (assuming tax at the highest marginal corporate tax rate) that it would have realized had the exclusion not been lost. Additionally, Lessee agrees that upon the occurrence of such an event with respect to a Tax-Exempt Lease, it shall pay additional rent to Lessor on each succeeding Rent Payment due date in such amount as will maintain such after-tax yield to Lessor. Lessor's determination of the amount necessary to maintain its after-tax yield as provided in this subsection (b) shall be conclusive (absent manifest error). Notwithstanding anything in a Tax-Exempt Lease to the contrary, any payment that Lessee is required to make pursuant to this subsection (b) shall be made only from Legally Available Funds. 18. ASSIGNMENT. 18.1 Lessee shall not assign, transfer, pledge, hypothecate, nor grant any Lien on, nor otherwise dispose of, any Lease or any Equipment or any interest in any Lease or Equipment. 18.2 Lessor may assign its rights, title and interest in and to any Lease or any Equipment, and/or may grant or assign a security interest in any Lease and its Equipment, in whole or in part, to any party at any time. Any such assignee or lien holder(an "Assignee") shall have all of the rights of Lessor under the applicable Lease. LESSEE AGREES NOT TO ASSERT AGAINST ANY ASSIGNEE ANY CLAIMS, ABATEMENTS, SETOFFS, COUNTERCLAIMS, RECOUPMENT OR ANY OTHER SIMILAR DEFENSES WHICH LESSEE MAY HAVE AGAINST LESSOR. Unless otherwise agreed by Lessee in writing, any such assignment transaction shall not release Lessor from any of Lessor's obligations under the applicable Lease. An assignment or reassignment of any of Lessor's right, title or interest in a Lease or its Equipment shall be enforceable against Lessee only after Lessee receives a written notice of assignment which discloses the name and address of each such Assignee. Lessee shall keep a complete and accurate record of ail such assignments in the form necessary to comply with Section 149(a)of the Code. Lessee agrees to acknowledge in writing any such assignments if so requested. 18 3 Each Assignee of a Lease hereby agrees that: (a) the term Secured Obligations as used in Section 8.3 hereof is hereby amended to include and apply to all obligations of Lessee under the Assigned Leases and to exclude the obligations of Lessee under any Non-Assigned Leases; (b) said Assignee shall have no Lien on, nor any claim to, nor any interest of any kind in, any Non-Assigned Leases; and (c) Assignee shall exercise its rights, benefits and remedies as the assignee of Lessor (including, without limitation, the remedies under Section 20 of the Master Lease) solely with respect to the Assigned Leases. "Assigned Leases" means only those Leases which have been assigned to an Assignee pursuant to a written agreement; and "Non-Assigned Leases" means all Leases excluding the Assigned Leases. 18.4 Subject to the foregoing, each Lease inures to the benefit of and is binding upon the heirs, executors, administrators, successors and assigns of the parties hereto. 19. EVENTS OF DEFAULT. For each Lease, "Event of Default" means the occurrence of any one or more of the following events as they may relate to such Lease: (a) Lessee fails to make any Rent Payment (or any other payment) as it becomes due in accordance with the terms of the Lease, and any such failure continues for ten (10) days after the due date thereof; (b) Lessee fails to perform or observe any of its obligations under Sections 12.1, 14 or 18.1 hereof; (c) Lessee fails to perform or observe any other covenant, condition or agreement to be performed or observed by it under the Lease and such failure is not cured within thirty (30) days after receipt of written notice thereof by Lessor; (d) any statement, representation or warranty made by Lessee in the Lease or in any writing delivered by Lessee pursuant thereto or in connection therewith proves at any time to have been false, misleading or erroneous in any material respect as of the time when made; (e) Lessee applies for or consents to the appointment of a receiver, trustee, conservator or liquidator of Lessee or of all or a substantial part of its - 7 - E05 assets, or a petition for relief is Fled by Lessee under any federal or state bankruptcy, insolvency or similar law, or a petition in a proceeding under any federal or state bankruptcy, insolvency or similar law is filed against Lessee and is not dismissed within sixty (60) days thereafter; or(f) Lessee shall be in default under any other Lease or under any other financing agreement executed at any time with Lessor. 20, REMEDIES. If any Event of Default occurs, then Lessor may, at its option, exercise any one or more of the following remedies: (a) Lessor may require Lessee to pay (and Lessee agrees that it shall pay) all amounts then currently due under all Leases and all remaining Rent Payments due under all Leases during the fiscal year in effect when the default occurs together with interest on such amounts at the highest lawful rate from the date of Lessor's demand for such payment. (b) Lessor may require Lessee to promptly return all Equipment to Lessor in the manner set forth in Section 21 (and Lessee agrees that it shall so return the Equipment), or Lessor may, at its option, enter upon the premises where any Equipment is located and repossess such Equipment without demand or notice, without any court order or other process of law and without liability for any damage occasioned by such repossession; (c) Lessor may sell, lease or otherwise dispose of any Equipment, in whole or in part, in one or more public or private transactions, and if Lessor so disposes of any Equipment, then Lessor shall retain the entire proceeds of such disposition free of any claims of Lessee, provided, that the net proceeds of any such disposition shall be applied to amounts payable by Lessee under clause (a) above of this Section only to the extent that such net proceeds exceed the applicable Termination Value set forth in the applicable Schedule A-1; (d) Lessor may terminate, cancel or rescind any Lease as to any and all Equipment; (e) Lessor may exercise any other right, remedy or privilege which may be available to Lessor under applicable law or, by appropriate court action at law or in equity, Lessor may enforce any of Lessee's obligations under any Lease; and/or (f) Lessor may require Lessee to pay (and Lessee agrees that it shall pay) all out-of-pocket costs and expenses incurred by Lessor as a result (directly or indirectly) of the Event of Default and/or of Lessor's actions under this section, including, without limitation, any attorney fees and expenses and any costs related to the repossession, safekeeping, storage, repair, reconditioning or disposition of any Equipment. None of the above remedies is exclusive, but each is cumulative and in addition to any other remedy available to Lessor. Lessor's exercise of one or more remedies shall not preclude its exercise of any other remedy. No delay or failure on the part of Lessor to exercise any remedy under any Lease shall operate as a waiver thereof, nor as an acquiescence in any default, nor shall any single or partial exercise of any remedy preclude any other exercise thereof or the exercise of any other remedy. 21. RETURN OF EQUIPMENT. If Lessor is entitled under the provisions of any Lease, including any termination thereof pursuant to Sections 6 or 20 of this Master Lease, to obtain possession of any Equipment or if Lessee is obligated at any time to return any Equipment, then (a) title to the Equipment shall vest in Lessor immediately upon Lessors notice thereof to Lessee, and (b) Lessee shall, at its sole expense and risk, immediately de-install, disassemble, pack, crate, insure and return the Equipment to Lessor (all in accordance with applicable industry standards) at any location in the continental United States selected by Lessor. Such Equipment shall be in the same condition as when received by Lessee (reasonable wear, tear and depreciation resulting from normal and proper use excepted), shall be in good operating order and maintenance as required by the applicable Lease, shall be free and clear of any Liens (except Lessor's Lien) and shall comply with all applicable laws and regulations. Until Equipment is returned as required above, all terms of the applicable Lease shall remain in full force and effect including, without limitation, obligations to pay Rent Payments and to insure the Equipment. Lessee agrees to execute and deliver to Lessor all documents reasonably requested by Lessor to evidence the transfer of legal and beneficial title to such Equipment to Lessor and to evidence the termination of Lessee's interest in such Equipment. - 8 - E05 22. LAW GOVERNING. Each Lease shall be governed by the laws of the state of the lessee (The "State"). 23. NOTICES. All notices to be given under any Lease shall be made in writing and either personally delivered or mailed by certified mail to the other party at its address set forth herein or at such address as the party may provide in writing from time to time. Any such notices shall be deemed to have been received five (5) days subsequent to mailing if sent by regular or certified mail, or on the next business day if sent by overnight courier, or on the day of delivery if delivered personally. 24. FINANCIAL INFORMATION; INDEMNITY; POWER OF ATTORNEY. Within thirty (30) days of their completion in each fiscal year of Lessee during any Lease Term, Lessee will deliver to Lessor upon Lessor's request the publicly available annual financial information of Lessee. To the extent permitted by law, Lessee shall indemnify, hold harmless and, if Lessor requests, defend Lessor and its shareholders, affiliates, employees, dealers and agents against all Claims directly or indirectly arising out of or connected with (a) the manufacture, installation, use, lease, possession or delivery of the Equipment, (b) any defects in the Equipment, any wrongful act or omission of Lessee, or its employees and agents, or (c) any claims of alleged breach by Lessee of this Master Lease or any related document. "Claims" means all losses, liabilities, damages, penalties, expenses (including attorney's fees and costs), claims, actions and suits, whether in contract, tort or otherwise. Lessee hereby appoints Lessor its true and lawful attorney-in-fact (with full power of substitution) to prepare any instrument, certificate of title or financing statement covering the Equipment or otherwise protecting Lessor's interest in the Equipment, to sign Lessee's name with the same force and effect as if signed by Lessee, and to file same at the proper location(s); and make claims for, receive payment of, and execute and endorse all documents, checks or drafts for loss, theft, damage or destruction to the Equipment under any insurance. 25. ANTI-MONEY LAUNDERINGIINTERNATIONAL TRADE LAW COMPLIANCE Lessee represents and warrants to Lessor, as of the date of this Master Lease, the date of each advance of proceeds pursuant to this Master Lease, the date of any renewal, extension or modification of this Master Lease or any Lease, and at all times until this Master Lease and each Lease has been terminated and all amounts thereunder have been indefeasibly paid in full, that: (a) no Covered Entity (i) is a Sanctioned Person; (ii) has any of its assets in a Sanctioned Country or in the possession, custody or control of a Sanctioned Person; or (iii) does business in or with, or derives any of its operating income from investments in or transactions with, any Sanctioned Country or Sanctioned Person in violation of any law, regulation, order or directive enforced by any Compliance Authority; (b) the proceeds of any Lease will not be used to fund any operations in, finance any investments or activities in, or, make any payments to, a Sanctioned Country or Sanctioned Person in violation of any law, regulation, order or directive enforced by any Compliance Authority; (c) the funds used to repay any Lease are not derived from any unlawful activity; and (d) each Covered Entity is in compliance with, and no Covered Entity engages in any dealings or transactions prohibited by, any laws of the United States, including but not limited to any Anti-Terrorism Laws. Lessee covenants and agrees that it shall immediately notify Lessor in writing upon the occurrence of a Reportable Compliance Event. As used herein: "Anti-Terrorism Laws" means any laws relating to terrorism, trade sanctions programs and embargoes, import/export licensing, money laundering, or bribery, all as amended, supplemented or replaced from time to time; "Compliance Authority" means each and all of the (a) U S. Treasury Department/Office of Foreign Assets Control, (b) U.S. Treasury Department/Financial Crimes Enforcement Network, (c) U.S. State Department/Directorate of Defense Trade Controls, (d) U.S. Commerce Department/Bureau of Industry and Security, (e) U.S Internal Revenue Service, (f) U.S. Justice Department, and (g) U.S. Securities and Exchange Commission; "Covered Entity" means Lessee, its affiliates and subsidiaries, all guarantors, pledgors of collateral, all owners of the foregoing, and all brokers or other agents of Lessee acting in any capacity in connection with this Master Lease or any Lease; "Reportable Compliance Event" means that any Covered Entity becomes a Sanctioned Person, or is indicted, arraigned, investigated or custodially detained, or receives an inquiry from regulatory or law enforcement officials, in connection with any Anti-Terrorism Law or any predicate crime to any Anti- Terrorism Law, or self-discovers facts or circumstances implicating any aspect of its operations with the actual or possible violation of any Anti-Terrorism Law; "Sanctioned Country" means a country subject to a sanctions program maintained by any Compliance Authority; and "Sanctioned Person" means any individual person, group, regime, entity or thing listed or otherwise recognized as a specially designated, prohibited, sanctioned or debarred person or entity, or subject to any limitations or prohibitions (including - 9 - E05 but not limited to the blocking of property or rejection of transactions), under any order or directive of any Compliance Authority or otherwise subject to, or specially designated under, any sanctions program maintained by any Compliance Authority 26. USA PATRIOT ACT NOTICE. To help the govemment fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify and record information that identifies each lessee that opens an account. What this means: when Lessee opens an account, Lessor will ask for the business name, business address, taxpayer identifying number and other information that will allow Lessor to identify Lessee, such as organizational documents. For some businesses and organizations, Lessor may also need to ask for identifying information and documentation relating to certain individuals associated with the business or organization. 27. SECTION HEADINGS. All section headings contained herein or in any Schedule are for convenience of reference only and do not define or limit the scope of any provision of any Lease. 28. EXECUTION IN COUNTERPARTS Each Schedule to this Master Lease may be executed in several counterparts, each of which shall be deemed an original, but all of which shall be deemed one instrument. Only one counterpart of each Schedule shall be marked "Lessor's Original" and all other counterparts shall be deemed duplicates. An assignment of or security interest in any Schedule may be created through transfer and possession only of the counterpart marked "Lessor's Original." 29. ENTIRE AGREEMENT; WRITTEN AMENDMENTS. Each Lease, together with the exhibits attached thereto and made a part hereof and other attachments thereto, and other documents or instruments executed by Lessee and Lessor in connection therewith, constitute the entire agreement between the parties with respect to the lease of the Equipment covered thereby, and such Lease shall not be modified, amended, altered, or changed except with the written consent of Lessee and Lessor. Any provision of any Lease found to be prohibited by law shall be ineffective to the extent of such prohibition without invalidating the remainder of the Lease. 30. HEAVY-DUTY VEHICLE GREENHOUSE GAS EMISSION REDUCTION REGULATION. (a) If the equipment leased pursuant to the Lease is a tractor, the Lessee of this heavy-duty tractor understands that when using a heavy-duty tractor to pull a 53-foot or longer box-type trailer on a highway within California, the heavy-duty tractor must be compliant with sections 95300-95312, title 17, California Code of Regulations, and that it is the responsibility of the Lessee to ensure this heavy-duty tractor is compliant. The regulations may require this heavy-duty tractor to have low-rolling-resistance tires that are U.S. Environmental Protection Agency (U.S. EPA) SmartWay Verified Technologies prior to current or future use in California, or may entirely prohibit use of this tractor in California if it is a model year 2011 or later tractor and is not a U.S. EPA SmartWay Certified Tractor. (b) If the equipment leased pursuant to the Lease is a trailer, the Lessee of this box-type trailer understands that when using a heavy-duty tractor to pull a 53-foot or longer box-type trailer on a highway within California, the box-type trailer must be compliant with sections 95300-95312, title 17, California Code of Regulations, and that it is the responsibility of the Lessee to ensure this box-type trailer is compliant. The regulations may require this trailer to have low-rolling-resistance tires and aerodynamic technologies that are U.S. Environmental Protection Agency SmartWay Verified Technologies prior to current or future use in California. (c) Notwithstanding anything in the Lease to the contrary, the Lease does not prohibit the Lessee from modifying the trailer, at Lessee's cost, to be compliant with the requirements of the California Heavy- Duty Vehicle Greenhouse Gas Emission Reduction Regulation. 31. IMPORTANT INFORMATION ABOUT PHONE CALLS. By providing telephone number(s) to Lessor, now or at any later time, Lessee authorizes Lessor and its affiliates and designees to contact Lessee regarding Lessee account(s) with Lessor or its affiliates, whether such accounts are Lessee individual accounts or business accounts for which Lessee is a contact, at such numbers using any means, including but not limited to placing calls using an automated dialing system to cell, VolP or other wireless phone number, or leaving prerecorded messages or sending text messages, even if charges - 10 - E05 may be incurred for the calls or text messages. Lessee consents that any phone call with Lessor may be monitored or recorded by Lessor. City of Vernon Oshkosh Capital ("Lessee") ("Lessor') By:- By: - - -— - Title: Title 4305 Santa Fe Ave 155 East Broad Street, B4-B230-05-7 Vernon, CA 90058 Columbus, OH 43215 - 11 - E28 LEASE SCHEDULE NO. 191184000 Dated As Of July 24, 2015 This Lease Schedule (this "Schedule") is attached and made a part of the Master Lease-Purchase Agreement referenced below, together with all exhibits, schedules, addenda, and other attachments thereto, executed by Lessee and Lessor (the "Lease") Unless otherwise defined herein, capitalized terms will have the same meaning ascribed to them in the Master Lease. All terms and conditions of the Master Lease are incorporated herein by reference. To the extent that there is any conflict between the terms of the Lease and this Schedule, the terms of this Schedule shall control. Master Lease-Purchase Agreement dated July 24, 2015 1. EQUIPMENT DESCRIPTION. As used in the Lease, "Equipment" means all of the property described in Schedule A-1 attached to this Schedule and all attachments, additions, accessions, parts, repairs, improvements, replacements and substitutions thereto. 2. RENTAL PAYMENTS; LEASE TERM. The Rental Payments to be paid by the Lessee to Lessor, the commencement date thereof and the lease term of this Lease Schedule are set forth on the Schedule A-1 attached to this Lease Schedule. 3. ESSENTIAL USE; CURRENT INTENT OF LESSEE. Lessee represents that the use of the Equipment is essential to Lessee's proper, efficient and economic functioning or to the services that Lessee provides to its citizens and the Equipment will be used by Lessee only for the purpose of performing its governmental or proprietary functions consistent with the permissible scope of its authority. Lessee currently intends for the full Lease Term: to use the Equipment; to continue this Lease; and (if applicable) to make Rent Payments if funds are appropriated in each fiscal year by its governing body. 4. ACCEPTANCE OF EQUIPMENT. AS BETWEEN LESSEE AND LESSOR, LESSEE AGREES THAT (A) LESSEE HAS RECEIVED AND INSPECTED ALL EQUIPMENT; (B) ALL EQUIPMENT IS IN GOOD WORKING ORDER AND COMPLIES WITH ALL PURCHASE ORDERS, CONTRACTS AND SPECIFICATIONS; (C) LESSEE ACCEPTS ALL EQUIPMENT FOR PURPOSES OF THE LEASE "AS-IS, WHERE IS"; AND (D) LESSEE WAIVES ANY RIGHT TO REVOKE SUCH ACCEPTANCE. 5. BANK QUALIFIED. LESSEE CERTIFIES THAT IT HAS DESIGNATED THIS LEASE AS A QUALIFIED TAX-EXEMPT OBLIGATION IN ACCORDANCE WITH SECTION 265(b)(3) OF THE CODE, THAT IT HAS NOT DESIGNATED MORE THAN $10,000,000 OF ITS OBLIGATIONS AS QUALIFIED TAX-EXEMPT OBLIGATIONS IN ACCORDANCE WITH SUCH SECTION FOR THE CURRENT CALENDAR YEAR AND THAT IT REASONABLY ANTICIPATES THAT THE TOTAL AMOUNT OF TAX-EXEMPT OBLIGATIONS TO BE ISSUED BY LESSEE DURING THE CURRENT CALENDAR YEAR WILL NOT EXCEED $10,000,000. 6_ RE-AFFIRMATION OF THE MASTER LEASE-PURCHASE AGREEMENT. Lessee hereby re-affirms all of its representations, warranties and obligations under the Master Lease Purchase Agreement (including, without limitation, its obligation to pay all Rental Payments, its disclaimers in Section 7 thereof and its representations in Section 6.1 and 16 thereof). City of Vernon Oshkosh Capital ("Lessee") ("Lessor") By: By Title Title E28 Schedule A-1 1. EQUIPMENT LOCATION & DESCRIPTION.- City of Vernon 4305 S. Santa Fe Ave 2800 S. Soto Street Vernon CA 90058 Vernon, CA 90058 Los Angeles County 2016 Pierce PUC Triple Combinatin Pumper ViN# 2016 Pierce PUC Triple Combinatin Pumper VIN# 2, LEASE PAYMENT SCHEDULE. (a) Accrual Date: July 24, 2015 (b) Amount Financed: i. Equipment Purchase Price $1,263,243.00 Sales Tax $108,827.82 ii. Purchase Price Dedution $0.00 Prepay Discounts $54.024.00 Performance Bond $3,789.67 iii. Total Amount Financed (Cash Sale Price minus $1,321,836A Purchase Price Deductions) E28 (c) Payment Schedule: Accrual Date: July 24, 2015 Rent Payment Rent Payment Rent Payment Interest Termination Number Date Amount Portion Principal Portion Value 1 7/24/2016 158,059.45 44,810.26 113,249.19 1,244,844.92 2 7/24/2017 158,059.45 40,971.11 117,088.34 1,124,243.93 3 7/24/2018 158,059.45 37,001.82 121,057.63 999,554.57 4 7/24/2019 158,059.45 32,897.96 125,161.49 870,638.24 5 7/24/2020 158,059.45 28,654.99 129,404.46 737,351.64 6 7/24/2021 158,059.45 24,268.18 133,791.27 599,546.63 7 7/24/2022 158,059.45 19,732.65 138,326.80 457,070.03 8 7/24/2023 158,059.45 15,043.37 143,016.08 309,763.47 9 7/24/2024 158,059.45 10,195.13 147,864.32 157,463.22 10 7/24/2025 158,059.45 5,182.54 152,876.91 1.00 City of Vernon Oshkosh Capital ("Lessee") ("Lessor") By. By: - Title: Title: F28 VEHICLE SCHEDULE ADDENDUM Dated As Of July 24, 2015 Lease Schedule No. 191184000 Dated July 24, 2015 Lessee: City of Vernon Reference is made to the above Lease Schedule ("Schedule") to the Master Lease-Purchase Agreement identified in the Lease Schedule ("Master Lease") by and between Oshkosh Capital ("Lessor") and the above Lessee ("Lessee"). This Addendum amends and modifies the terms and conditions of the Schedule and is hereby made a part of the Schedule. Unless otherwise defined herein, capitalized terms defined in the Master Lease shall have the same meaning when used herein. NOW THEREFORE, as part of the valuable consideration to induce the execution of the Schedule, Lessor and Lessee hereby agree to amend the Schedule as follows- 1 In the event that any unit of Equipment covered by the Schedule is a vehicle or trailer under applicable State law, then the following provisions shall also apply to the Schedule to the extent permitted by law, (a) each manufacturer's statement of origin and certificate of title shall state that Lessor has the first and sole lien on or security interest in such unit of Equipment; (b)the public liability and property damage insurance required by the terms of the paragraph titled "Insurance in the Master Lease shall be in an amount not less than $1,000,000.00 per person insured and $2,000,000.00 combined single limit per unit per occurrence (provided, that if the unit of Equipment is a bus or other passenger vehicle, then such insurance amount shall be such larger amount as may be reasonably required by Lessor) and $1,000,000.00 for damage to property of others; (c) Lessee shall furnish and permit only duly licensed, trained, safe and qualified drivers to operate any such unit of Equipment, and such drivers shall be agents of Lessee and shall not be agents of Lessor; and (d) Lessee shall cause each such unit of Equipment to be duly registered and licensed as required by applicable State law with Lessor noted as lien holder and Lessee as owner. 2. Except as expressly amended by this Addendum and other modifications signed by Lessor, the Schedule remains unchanged and in full force and effect IN WITNESS WHEREOF, the parties hereto have executed this Addendum as of the date first referenced above. City of Vernon Oshkosh Capital ("Lessee") ("Lessor") By: By: Title:. Title: E24 RESOLUTION Municipality/Lessee: City of Vernon Principal Amount Expected To Be Financed: $1,321,836.49 WHEREAS, the Municipality is a political subdivision of the State in which Municipality is located (the "State") and is duly organized and existing pursuant to the Constitution and laws of the State. WHEREAS, pursuant to applicable law, the governing body of the Municipality ("Governing Body") is authorized to acquire, dispose of and encumber real and personal property, including, without limitation, rights and interest in property, leases and easements necessary to the functions or operations of the Municipality. WHEREAS, the Governing Body hereby finds and determines that the execution of one or more Master Lease-Purchase Agreements ("Leases") in the principal amount not exceeding the amount stated above for the purpose of acquiring the property ("Equipment") to be described in the Leases is appropriate and necessary to the functions and operations of the Municipality. WHEREAS, Oshkosh Capital ("Lessor") shall act as Lessor under said Leases. NOW, THEREFORE, Be It Ordained by the Governing Body of the Municipality: Section 1. Either one of the OR (each an "Authorized Representative") acting on behalf of the Municipality, is hereby authorized to negotiate, enter into, execute, and deliver one or more Leases in substantially the form set forth in the document presently before the Governing Body, which document is available for public inspection at the office of the Municipality. Each Authorized Representative acting on behalf of the Municipality is hereby authorized to negotiate, enter into, execute, and deliver such other documents relating to the Lease as the Authorized Representative deems necessary and appropriate. All other related contracts and agreements necessary and incidental to the Leases are hereby authorized. Section 2. By a written instrument signed by any Authorized Representative, said Authorized Representative may designate specifically identified officers or employees of the Municipality to execute and deliver agreements and documents relating to the Leases on behalf of the Municipality. Section 3. The aggregate original principal amount of the Leases shall not exceed the amount stated above and shall bear interest as set forth in the Leases and the Leases shall contain such options to purchase by the Municipality as set forth therein. Section 4. The Municipality's obligations under the Leases shall be subject to annual appropriation or renewal by the Governing Body as set forth in each Lease and the Municipality's obligations under the Leases shall not constitute general obligations of the Municipality or indebtedness under the Constitution or laws of the State. Section 5. As to each Lease, the Municipality reasonably anticipates to issue not more than $10,000,000 of tax-exempt obligations (other than "private activity bonds" which are not "qualified 501(c)(3) bonds") during the current calendar year in which each such Lease is issued and hereby designates each Lease as a qualified tax-exempt obligation for purposes of Section 265(b) of the Internal Revenue Code of 1986, as amended. E24 Section 6. This resolution shall take effect immediately upon its adoption and approval. ADOPTED AND APPROVED on this . 2015. The undersigned Secretary/Clerk of the above-named Municipality hereby certifies and attests that the undersigned has access to the official records of the Governing Body of the Municipality, that the foregoing resolutions were duly adopted by said Governing Body of the Municipality at a meeting of said Governing Body and that such resolutions have not been amended or altered and are in full force and effect on the date stated below. LESSEE: City of Vernon [SEAL] Signature of Secretary/Clerk of Municipality Print Name: Official Title: Date: 6 001 1145120 3 F24 CERTIFICATE OF INCUMBENCY Lessee: City of Vernon Lease Schedule No.: 191184000 Dated: July 24, 2015 I, the undersigned Secretary/Clerk identified below, do hereby certify that 1 am the duly elected or appointed and acting Secretary/Clerk of the above Lessee (the "Lessee"), a political subdivision duly organized and existing under the laws of the State where Lessee is located, that I have the title stated below, and that, as of the date hereof, the individuals named below are the duly elected or appointed officers of the Lessee holding the offices set forth opposite their respective names. [NOTE: Use same titles as Authorized Representatives stated in Resolutions.] Name Title Signature Name Title Signature IN WITNESS WHEREOF, I have duly executed this certificate and affixed the seal of such Lessee as of the date set forth below. [SEAL] Signature of Secretary/Clerk of Lessee Print Name: Official Title: Date: E34 FORM OF OPINION OF COUNSEL (To Be Typed on Attorney's Letterhead Stationary) Date: Lessee: City of Vernon Lessor: Oshkosh Capital Re: Lease Schedule No. 191184000 dated July 24, 2015, together with its Master Lease-Purchase Agreement dated July 24, 2015, by and between the above-named Lessee and the above-named Lessor Gentlemen: I have acted as counsel to Lessee with respect to the Lease Schedule, the Master Lease-Purchase Agreement and all other agreements described above or related thereto (collectively, the "Agreements") and various related matters, and in this capacity have reviewed a duplicate original or certified copy of the Agreements and such other documents as I have deemed necessary for the purposes of this opinion. Based upon the examination of such documents, it is my opinion that: 1. Lessee is a political subdivision of the State of California (the "State") duly organized, existing and operating under the Constitution and laws of the Stale. 2. Lessee is authorized and has power under State law to enter into all of the Agreements, and to carry out its obligations thereunder and the transactions contemplated thereby. I The Agreements and all other documents related thereto have been duly authorized, approved, and executed by and on behalf of Lessee, and each of the Agreements is a valid and binding contract of Lessee enforceable in accordance with its terms, except to the extent limited by State and Federal law affecting creditors remedies and by bankruptcy, reorganization or other laws of general application relating to or affecting the enforcement of creditors' rights. 4. The authorization, approval and execution of the Agreements and all other proceedings of Lessee relating to the transactions contemplated thereby have been performed in accordance with all applicable Local, State and Federal laws(including open meeting laws and public bidding and property acquisition laws)_ 5, To the best of my knowledge,there is no litigation or proceeding pending before any court,administrative agency or governmental body, that challenges: the organization or existence of Lessee; the authority of its officers; the proper authorization; approval and execution of any of the Agreements or any documents relating thereto; the appropriation of monies to make payments under the Agreements for the current fiscal year; or the ability of Lessee otherwise to perform its obligations under the Agreements and the transactions contemplated thereby. 6. Lessee is a political subdivision of the State as referred to in Section 103 of the Internal Revenue Code of 1986, as amended,and the related regulations and rulings thereunder. Lessor, its Assignee and any of their assigns may rely upon this opinion. Very truly yours, Attorney I01 INSURANCE COVERAGE DISCLOSURE Oshkosh Capital, LESSOR City of Vernon , LESSEE RE: INSURANCE COVERAGE REQUIREMENTS 1. In accordance with the Lease Schedule ("Schedule") to the Master Lease-Purchase Agreement identified in the Lease Schedule ("Master Lease"), Lessee certifies that it has instructed the insurance agent named below(please fill in name, address, and telephone number): to issue: (check to indicate coverage) a. All Risk Physical Damage Insurance on the leased Equipment evidenced by a Certificate of Insurance and Long Form Loss Payable Clause naming Oshkosh Capital and/or its assigns as Loss Payee. Coverage Required: Termination Value Specified b. Public Liability Insurance evidenced by a Certificate of Insurance naming Oshkosh Capital and/or its assigns as an Additional Insured. Minimum Coverage Required: $1,000,000 00 per person $2,000,000.00 aggregate bodily injury liability $1,000,000.00 property damage liability Proof of insurance coverage will be provided to Oshkosh Capital, 155 East Broad Street, B4-8230-05-7, Columbus, OH 43215, prior to the time that the property is delivered to Lessee. OR 2. Pursuant to the Master Lease, Lessee represents and warrants, in addition to other matters under the Agreement, that it is lawfully self-insured for: (check to indicate coverage) a. All risk, physical damage in the amount specified in 1(a) above. b_ Public liability for not less than the amounts specified in 1(b) above. Lessee has attached a signed letter describing self-insurance. LESSEE: City of Vernon By Title _ 101 INSURANCE INFORMATION Please provide the following information to your insurance company to help expedite receipt of the necessary coverage: ITEMS WHICH NEED TO BE REFLECTED ON INSURANCE CERTIFICATE: • Oshkosh Capital must be named Loss Payee and Additional Insured • 30 Days Notice of Cancellation • Not Less than $2,000,000.00 limits on liability • Certificate must reflect a short equipment description • Certificate must reflect an expiration date Certificate Holder Information: Oshkosh Capital, its successors and/or all assigns 155 East Broad Street, B4-B230-05-7 Columbus, OH 43215 Please send a FAX copy of certificate to Cheryl Kennedy at 1-800-678-0602. The original should be mailed to the same at: Oshkosh Capital 155 East Broad Street, 134-13230-05-7 Columbus, OH 43215 Please call Cheryl Kennedy at 1-800-820-9041, ext. 4, if you have any questions. E28 THREE PARTY AGREEMENT Dated as of July 24, 2015 "Lessee" means City of Vemon "ScheduW means Lease Schedule No. 191184000 Dated Jul 2�� 4 220015, together with its Schedule A-1, Reference is made to the Lease Schedule ("Schedule") and to the Master Lease-Purchase Agreement ("Master Lease") identified in said Lease Schedule, described above between Oshkosh Capital ("Lessor") and the Lessee identified above which relates to Equipment described in Schedule A-1 to the Lease Schedule attached therein ("Equipment") to be supplied by Pierce Manufacturing Inc. ("Supplier"). For good and valuable consideration, receipt of which is hereby acknowledged, Lessee, Lessor and Supplier hereby agree as follows: 1_ Notwithstanding anything to the contrary in the Lease Schedule, Lessee hereby notifies Lessor that the Equipment has not yet been delivered to Lessee and the Equipment has not yet been accepted by Lessee for purposes of the Lease Schedule. Lessee agrees to execute and deliver to Lessor a Delivery and Acceptance Certificate in the form attached hereto as Exhibit A upon the circumstances set forth in said Certificate. 2. All parties hereto agree that the Purchase Price of the Equipment shall be as set forth below if said Purchase Price is paid on or before the Advance Payment Date set forth below. Purchase Price: $1,263,243.00 Sales Tax: $108,827.82 Performance Bond $3.7 99.67 Vendor Discounts: $54,024.00 Advance Payment Date: July 24, 2015 3_ Upon execution of the Lease Schedule and delivery of all documents relating thereto required by Lessor, Lessee agrees that it shall pay the Lessee Down Payment stated below and Lessor agrees that it shall pay the balance of the Purchase Price (the 'Amount Financed) stated below. Lessee agrees that the Lease Term and Lessee's obligation to pay Rent Payments shall commence on the date set forth in the Lease Schedule notwithstanding the delivery of the Equipment at a later date. Lessee Down Payment: $000 Trade In: $0.00 Amount Financed: $1 32211,836.49 4. (a)Supplier anticipates that it shall deliver the Equipment to Lessee by the Anticipated Delivery Date set forth below. Anticipated Delivery Date: June 24, 2016 (b) Supplier hereby agrees that it shall deliver the Equipment to Lessee no later than the Outside Delivery Date set forth below and that such Equipment shall comply with all specifications and requirements of Lessee and with the terms and conditions of any purchase orderlpurchase agreement relating thereto. Outside Delivery Date: AuguSt_24.2016 5. If for any reason whatsoever Supplier fails to comply with its agreements set forth in subparagraph 4(b) of this Agreement by the Outside Delivery Date for any piece of Equipment (the "Delayed E28 (a) On the first business day after the Outside Delivery Date, Supplier shall pay to Lessee the Lessee Down Payment for the Delayed Equipment plus interest at the Prime Rate plus one percent (1%) per annum from the Advance Payment Date to the date of such payment- (b) On the first business day after the Outside Delivery Date, Supplier shall pay to Lessor for the Delayed Equipment the Amount Financed plus interest at the Prime Rate plus one percent (1%) per annum from the Advance Payment Date to the date of such payment; and (c) "Prime Rate" means the prime rate of interest as published from time to time in the Wall Street Journal. If there is more than one piece of Equipment subject to the Lease, and some of the Equipment is delivered in accordance with subparagraph 4(b) of this Agreement, the payments owed pursuant to the Lease shall be modified to reflect only the obligations due on the Equipment that was delivered pursuant to subparagraph 4(b) of this Agreement. The new payment obligation will be determined based on the amount financed for the Equipment delivered to the Lessee, and based on the interest rate in effect as of the date of Lease commencement. 6. If Supplier makes the payments described in paragraph 5 above for the Delayed Equipment under the circumstances set forth above and if Lessee has otherwise paid and performed its obligations under the Lease Schedule as of such payment date for the Delayed Equipment, then Lessee and Lessor agree that the Lease Schedule shall terminate as of the date of such payments by Supplier as to the Delayed Equipment only. Lessee's obligations shall continue unabated for the Equipment that was delivered pursuant to subparagraph 4(b) of this Agreement. 7. Supplier agrees that a Performance Bond will be issued which names the Supplier as Principal, the Lessee as Obligee and the Lessor as Additional Obligee. This Performance Bond will apply solely to the terms and conditions of the purchase order/purchase agreement, including related equipment specifications and warranties, as issued by the lessee and accepted by the Supplier. The "Contract Date" referred to in the Performance Bond shall be the date of the Three Party Agreement. Except as expressly set forth herein, the Lease Schedule and the terms and conditions of the purchase order/purchase agreement for the equipment remain unchanged and in full force and effect. 8. Except as expressly set forth herein, the Lease Schedule and terms and conditions of the purchase order/purchase agreement for the Equipment remain unchanged and in full force and effect. IN WITNESS WHEREOF, the duly authorized officers of the parties set forth below hereby execute and deliver this Agreement as of the date first written above City of Vernon Oshkosh Capital ("Lessee") ("Lessor") By. By Title: Title: Pierce Manufacturing Inc. ("Supplier") By: _ Title' E28 Exhibit A DELIVERY & ACCEPTANCE CERTIFICATE Lease Schedule No. 191184000 Reference is made to the above Lease Schedule ("Schedule"), which has been executed and delivered by the undersigned Lessee ("Lessee") and Oshkosh Capital ("Lessor"). This Certificate amends and supplements the terms and conditions of the Lease Schedule and is hereby made a part of the Lease Schedule. Unless otherwise defined herein, capitalized terms defined in the Master Lease-Purchase Agreement and the Lease Schedule shall have the same meaning when used herein; provided, that "Equipment" shall mean the Equipment described in the Schedule A-1 and in any attachment or exhibit to this Certificate. Notwithstanding anything to the contrary, expressed or implied, in the Lease Schedule or its Schedule A-1, Lessee agrees as follows: 1. ACCEPTANCE OF EQUIPMENT. As of the Acceptance Date stated below and as between Lessee and Lessor, Lessee hereby agrees that: (a) Lessee has received and inspected all Equipment; (b) all Equipment is in good working order and complies with all purchase orders, contracts and specifications; (c) Lessee accepts all Equipment for purposes of the Lease "as-is, where-is% and (d) Lessee waives any right to revoke such acceptance. ACCEPTANCE DATE: 2 RENT PAYMENTS. Lessee hereby agrees that Lessee will pay the Rent Payments for the Equipment in the amounts and on the dates specified in Schedule A-1 to the Lease Schedule. City of Vernon ("Lessee") By. Title: E28 OSHKOSH CAPITAL INFORMATION REQUEST LESSEE NAME: City of Vernon FEDERAL TAX 1.D. # BILLING ADDRESS: Billing Contact Street Address or Post Office Box City, State and Zip Phone Number Fax Number Email Address PHYSICAL ADDRESS (IF DIFFERENT): Street Address or Post Office Box City, State and Zip Require Board Approval for Payments? Yes —No Board Meeting Date? Require signed vouchers for payments? Yes _ No We typically mail our invoices 30 days in advance. Taking into account a 7-day mail period, do you foresee any problem that would prevent the payment from being received on or before the due date? Yes No Please list any special instructions below: Fom,80384 Information Return for Tax-Exempt Governmental Obligations (Rev September 2011) ►Under Internal Revenue Code section 149(e) OMB No 1545-0720 ►See separate instructions. Department of the Treasury internal Revenue Service Caution:If the issue price is under$100,000,use Form 8038-GC. ffTM,t M Repo,tirlg Authority _ If Amended Return_ check here ► _ 1 issuer's name 2 Issuer's employer identification number(EIN) 3a Name of person(other than issuer)with whom the IRS may communicate about this retum(see instructions) 3b Telephone number of other person shown on 3a 4 Number and street(or P O-box if mail is not delivered to street address) po-^ 'sulte 5 Report number(For IRS Use Only) rr kk 6 City,town,or post office,state,and ZIP code 7 Date of issue 8 Name of issue 9 CUSIP number Lease# 10a Name and title of officer or other employee of the issuer whom the IRS may call for more information(see 10b Telephone number of officer or other instructions) employee shown on 10a MMU—Type of Issue{enter the issue price). See the instructions and attach schedule. 11 Education . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 12 Health and hospital . . . . . . . . . . . . . . . . . . . . . . . . . . 12 13 Transportation . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 14 Public safety . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 15 Environment(including sewage bonds) . . . . . . . . . . . . . . . . . . . . 15 16 Housing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 17 Utilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 18 Other. Describe ► 18 19 If obligations are TANs or RANs, check only box 19a . . . . . . . . . . . . . ► ❑ If obligations are BANs,check only box 19b . . . . . . . . . . . . . . . . ► ❑ 20 If obligations are in the form of a lease or installment sale, check box . . . . . . . . ► ❑✓ LjM Ll Description of Obligatiorts. Corn late for the 8r7tire issue for which this form is being filed. (a)r Ina,'maturity sate (b)Issue price (c)Stated redemption (d)yV$ighted (a)Yield price at maturity average n%ffbaity 21 981r8 96 Uses of proceeds of Bond Issue (including underwriters' discount 22 Proceeds used for accrued interest . . . . . . . . . . . . . . , . . , , . 22 23 Issue price of entire issue(enter amount from line 21,column(b)) . . . , . . . , 23 24 Proceeds used for bond issuance costs(including underwriters'discount) . . 1 24 25 Proceeds used for credit enhancement . . . . . . . . . . . . 25 26 Proceeds allocated to reasonably required reserve or replacement fund 25 27 Proceeds used to currently refund prior issues 27 28 Proceeds used to advance refund prior issues . . . . . . . . . 28 29 Total (add lines 24 through 28) . . . . . . . . . . . . . . . . . . . . . . . 29 30 Nonrefunding proceeds of the issue(subtract line 29 from line 23 and enter amount here) . , 30 Description of Refunded Bonds. Complete this pan only for refunding bonds. 31 Enter the remaining weighted average maturity of the bonds to be currently refunded . . . . ► years 32 Enter the remaining weighted average maturity of the bonds to be advance refunded . . . . ► year _ 33 Enter the last date on which the refunded bonds will be called (MM/DD/YYYY) . . . . . . ► 34 Enter the date(s)the refunded bonds were issued►(MM/DD/YYYY) For Paperwork Reduction Act Notice,see separate instructions. Cat No 63773S Form 8M-G(Rev_9-2011) Form 8038-G(Rev 9-2011) page 2 Illlisce111atneous 35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) 35 36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract I I (GIC)(see instructions) , , , . . . . . . . . _ . . . . . . . . , 36a b Enter the final maturity date of the GIC► o Enter the name of the GIC provider► 37 Pooled financings: Enter the amount of the proceeds of this issue that are to be used to make loans , to other governmental units . . . . . . . . . . . . . . . . . . . . . . . . 37 38a if this issue is a loan made from the proceeds of another tax-exempt issue,check box► ❑and enter the following information: b Enter the date of the master pool obligation Do- c Enter the EIN of the issuer of the master pool obligation► d Enter the name of the issuer of the master pool obligation► _ 39 If the issuer has designated the issue under section 265(b)(3)(I3)(i)(III)(small issuer exception),check box . _ . . ► 4d If the issuer has elected to pay a penalty in lieu of arbitrage rebate,check box . . . . . . . . . . . . . No, ❑ 41a If the issuer has identified a hedge, check here► ❑ and enter the following information: b Name of hedge provider► _ c Type of hedge► d Term of hedge► 42 If the issuer has superintegrated the hedge,check box . . . . . . . . . . . . . . . . . . . . . ► ❑ 43 If the issuer has established written procedures to ensure that all nonqualified bonds of this issue are remediated according to the requirements under the Code and Regulations(see instructions),check box . . . . . . . . ► ❑ 44 If the issuer has established written procedures to monitor the requirements of section 148,check box ► ❑ 45a If some portion of the proceeds was used to reimburse expenditures, check here► ❑ and enter the amount of reimbursement . . . . . . . . . ► b Enter the date the official intent was adopted► Under penalties of perjury,I declare that I have examined this return and accompanying schedules and statements,and to the best of my knowledge Signature and belief,they are true,correct,and complete.I further declare that I consent to the IRS's disclosure of the issuer's return information,as necessary to and process this return,to the person that I have authorized above Consent Signature of issuer's authorized representative Date Type or print name and title Printf type preparer's name Preparers signature Date PTI f,M Paid Check ❑ if Prepa rer self-employed Use Only Firm's name ► Firm's EIN ► Firm's address ► Phone no Form 1038-0(Rev.9-2011} r 4 June 9,2015 SALES ORGANIZATION: South Coast Fire - Adrian LESSEE: City of Vernon TYPE OF EQUIPMENT: Two (2) Pierce Engines EQUIPMENT COST: $1,321,836.49 CUSTOMER DOWNPAYMENT: $0.00 TRADE-IN: $0.00 DELIVERY TIME, Std delivery PAYMENT MODE: Annual In Arrears FIRST PAYMENT DUE DATE: 1 Year After Lease Commencement LEASE COMMENCEMENT DATE: Upon contract signing with Pierce Term Numbec of Payments Payment Amount 10 years 10 annual _1 158,059.45 The above listed payments)retlect all program discounts available exclusively through Oshkosh Capital There are no clorwii Gpsts or documentation fees associated with the completion of this financing NOTE: All lease documents must be fully executed within 14 days of the date of this proposal. Failure to receive completed documents may alter the final payment schedule due to changes in rates and/or discounts. PERFORMANCE BOND: To utilize the prepay program, a performance bond is required. Said performance bond shall be paid for directly to Pierce manufacturing or financed by Oshkosh Capital as part of the transaction TYPE OF FINANCING:Tax-exempt Lease Purchase Agreement with a$1.00 buyout option at end of lease terra Said agreement shall be a net lease arrangement whereby lessee is responsible for all costs of operation,maintenance,insurance,and taxes. BANK QUALIFICATION.This proposal assumes that the lessee will not be issuing more than$10 million in tax-exempt debt this calendar year Furthermore,it is assumed that the lessee will designate this issue as a qualified tax-exempt obligation per the lax act of 1986. LEGAL TITLE:Legal title to the equipment during the lease tern shall vest in the lessee,with Oshkosh Capital perfecting a first security interest AUTHORIZED SIGNORS:The lessee's governing board shall provide Oshkosh Capital with its resolution or ordinance authorizing this agreement and shall designate the individual(s)to execute all necessary documents used therein LEGAL OPINION: The lessee's counsel shall fumish Oshkosh Capital with an opinion covering this transaction and the documents used herein This opinion shall be in a form and substance satisfactory to Oshkosh Capital. VOLUNTEER FIRE DEPARTMENTS: If Lessee is a Volunteer Fire Department,a public hearing under the requirements of Section 147(f) of the Internal Revenue Code of 1986 shall be conducted to authorize this transaction. It is recommended that a notice of the public hearing be published 10 to 14 days in advance of the public hearing. This proposal will be valid for fourteen(14)days from the above date and is subject to final credit approval by Oshkosh Capital and approval of the lease documents in Oshkosh Capital's sole discretion. To render a credit decision, lessee shall provide Oshkosh Capital with their most recent two years' audited financial statements, copy of their most recent interim financial statement,and current budget Accepted by: Proposal submitted by: Lessee Date Kim Simon Kim.Simon@oshkoshcapital.com FaOSHKOSH CAPITAL Oshkosh Capital I LocB3-B230-05.07 1 155 East Broad St I Columbus,OFi 43215 1 Ph:(800)820-9041,ext 1 I Fax:(800)678-0602 City of Holland FD Bid results March 19,2014 1. Pierce Manufacturing(Halt) $600,662.00(pre-payment options in bid) 2. Rosenbauer(EV+) $582,922.00(pre-payment options in bid) 3. Sutphen(Apollo Fire) $NO BID 4. KME(Payette&Associates) $604,432.00(No pre-payment options) S. HME(factory direct) $533,902.00(No bid bond) 6. Toyne(factory direct) $572,229.00(no pre-payment options) 7. Smeal(R&R Fire Truck Repair) $619,700.00(pre-payment options in bid) Guth, Andrew B From: Adrian Beyer Hadrian@southcoastfire.net> Sent: Friday, June 12. 2015 11:23 To: Guth, Andrew BC Subject: Tag On Attachments: City of Holland FD Bid results.docx: IMG.pdf Good morning Chief Guth- Attached is a competitive bid for the City of Holland Michigan. Pierce was the most responsible bidder and was awarded the contract. It was for an Arrow XT PUC pumper,which is very similar in Cab, Pump and Options. The main difference is they have opted for a smaller drive train due to the flatter terrain in Michigan. The pricing was also the previous year's pricing which went up 3%shortly after the bid. Here is how the pricing would have been with the larger engine and after the price increase: City of Holland Pierce Arrow XT: $600,662.00(without sales tax) 2014 3%Price Increase: $18,019.86 Cummins ISL Engine and Allison 3000 EVS Transmission Vs.Cummins ISX and Allison 4000 Transmission Price Difference:$37,489.00 City of Holland Pierce Arrow XT after Drivetrain Upgrade and Price increase: $656,170.00(without sales tax) If you have any questions please feel free to contact me. Thanks, Adrian Beyer SOUTH COAST O: 909.673.9900 C: 909.223.1077 F: 909.673.9700 i Pierce Manutocturing Inc. nN 094W9+CCJtPC"rQN COMPANY.aio 900J CGUS*D 26WAMERICAN DRIVE POST OFFICE BOX 20117 APPLETOK WISCONSIN 54912-2D17 920-832-=•FAX 920-832-3208 i www.plwcemtgcom July 8,2014 Captain Chris Tinney CITY OF HOLLAND 279 Konen Park Drive Holland,MI 49423 Re: New Fire Apparatus—28167TR Dear Captain Tinney: Thank you for your recent purchase of ONE(1)PIERCE ARROW-XT PUC PUN[PEIL We are pleased to formally accept this order and have enclosed an original copy of the signed Agreement for your files. The opportunity to place this PIERCE apparatus in your fire department is greatly appreciated. We are certain it will fulfill your every requirement. Pierce Manufacturing, Inc., and your authorized Pierce Representative, Halt Fire, Inc., thank you for t your business. Yours very truly, PIERCE MANUFACTURING,INC. David J. offe3 Sr. Manager,Order Management DJS/kp Enclosure Cc: Halt Fire, Inc., Wenclosure Pcnromm Lsmc"a Oymcor. This Purchase Agreement(together with all attachments referenced herein,the"Agreement"), made and entered into by and between Pierce Manufacturing Inc.,a Wisconsin corporation("Pierce"),and,City of Holland a muoiciRd c (oration in the State of MicbhM('•Customer")is effective as of the date specified in Section 3 hereoL 1.I)etinitions. a. "Product" means the fire apparatus and any associated equipment manufactured or furnished for the Customer by Pierce pursuant to the Specifications. b. "Specifications"means the general specifications,technical specifications,training.and testing requirements for the Product contained in the Pierce Proposal for the Product prepared in response to the Customer's request for proposal. c. "Pierce Proposal" means the proposal provided by Pierce attached as Exhibit C pm-pared in response to the Customer's request for proposal. d. "Delivery"means the date Pierre is prepared to make physical possession of the Product available to the Customer. c. "Acceptance"The Customer shall have fifteen(15)calendar days of Delivery to inspect the Product for substantial conformance with the material Specifications;unless Pierce receives a Notice of Defect within Men(15) calendar days of Delivery, the Product will be deemed to be in conformance with the Specifications and accepted by the Customer. 2.Pur<>o . This Agreement sets forth the terms and conditions of Pierre's sale of the Product to the Customer. 3. Term of AgM en. 'Mis Agreement will become effective on the date it is signed and approved by Pierce's authorized reprem uative pursuant w Section 21 hereof("Effective Date') and, unless earlier terminated pursuant to the terms of this Agreement,it will terminate upon the completion of all obligations by each parry under this Agreement. 4. Purchase and Payment. The Customer agrees to purchase the Product specified on Exhibit A for the total purchase price of S600,622.00 C'Purchase Price"). Prices are in U.S.funds. 5. Future Chances. Various state or federal regulatory agencies (e.g. NFPA. DOT, EPA) may require changes to the Specifications and/or the Product and in any such event any resulting cost increases incurred to comply therewith will be added to the Purchase Price to be paid by the Customer. In addition, any future drive train upgrades (engine,transmission, axles, - etc.),or any other specification changes have not been cmiculated into our annual increases and will be provided at additional cost. To the extent practicable,Pierce will documcni and itemize any such price increases for the Customer. 6. Agreement Changes. The Customer may request that Pierce incorporate a change to the Products or the Specifications for the Products by delivering a change order to Pierce; provided, however, that any such change order must be in writing and include a description of the proposed change sufficient to permit fierce to evaluate the feasibility of such change ("Change Order"). Within [seven (1) business days] of receipt of a Change Order, Pierce will inform the Customer in writing of the feasibility of the Change Order.the earliest possible implementation date for the Change Order.of any increase or decrease in the Purchase Price resulting from such Change Order. and of any effect on production scheduling or Delivery resulting from such Change Order. Pierce shall not be liable to the Customer for any delay in performance or Delivery arising from any such Change Order. A Change Order is only effective when counter-signed by Pie='s authorized representative. 7.CaticellationUmminataon. In the event this Agreement is cancelled or terminated by the customer before completion,Pierce may charge a cancellation fie. The following ehurge schedule based on costs incurred may be applied.(a) 10%of the Purchase Price after order is accepted and entered by Pierce;(b)20%ofthe Purchase Price afkr completion of approval drawings,and; (c) 30% of the Purchase Price upon any material requisition. The cancellation fee will increase accordingly as costs are incurred as the order progresses through engineering and into manufacturing. Pierce endeavors to mitigate any such casts through the sale of such Product to another purchaser. however Customer shall remain liable for the difference between the Purchase Price and,if applicable,the sale price obtained by Pierce upon sale of the Product to another purchaser,plus any costs incurred by Pierce to conduct any such sale. 8. De ivory aMmion and_AcceStance (a)Deliv Delivery of the Product is scheduled to be within M calendar days of the Effective Date of this Agreement. F.Q.B. Holland, MI. Risk of loss shall pass to Customer upon Delivery.(b) Insoation and Aecentanee. Upon Delivery, Customer shall have fifteen (15) days within which to inspect the Product for substantial conformance to the material Specifications, Pierce shall reasonably cooperate with Customer's inspection etfarts and make QSD 1399 h Revised: 09!10/2010 Product available for Customer's inspection at any time customer requests during Customer inspection period in the event of substantial non-conformance to the material Specifications to famish Pierce with written notice sufficient to permit Pierce to evaluate such non-conformance("Notice of Defect'). Any Product not in substantial conformance to material Specifications shall be remedied by Pierce within thirty(30)days from the Notice of Defect. In the event Pierce does not receive a Notice of Defect within fifteen(15)days of Delivery,Product will be deemed to be in conformance with Specifications and Accepted by Customer. 9.Notice. Any required or permitted notices hereunder must be given in writing at the address of each party set forth below, or to such other address as either parry may substitute by written notice to the other in the manner contemplated herein,by one of the following methods: hand delivery; registered, express,or certified mail, return receipt requester postage prepaid; or naikeally-recognized private express courier. Pierce Manufacturing,Inc. Customer. With a Copy to: Director of Order Management City of}lollamd CWt of Fim_O_peratitins 2600 American Drive Appleton WI S4912 270_Rim. Avenue _Holland DW of Public Soon Fax(920)932-3080 I lolland Kollen Park Fire Station Michiasn 279 Kellen Park Drive 49422 Holland.MI 49423 10. Standard W . Any applicable Pierce warranties are attached hereto as Exhibit B and made a part hereof. Any additional warranties must be expressly approved in writing by Pierce's authorized representative. a. Disclaims. OTHER THAN AS EXPRESSLY SET FORTH IN TIIIS AGREEMENT, NE.1111H.R PIERCE, ITS PARENT COMPANY, AFFILIATES, SUBSIDIARIES, LICENSORS OR SUPPLIERS. THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS OR REPRESENTATI1lr.S, MAKE ANY OTHER EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO THE PRODUCTS PROVIDED HEREUNDER OR OTHERWISE REGARDING THIS AGREEMENI'. WHFFHER ORAL OR WRITTEN, EXPRESS, IMPLIED OR STATUTORY. WITHOUT LIMITING THE FOREGOING, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, THE IMPLIED WARRANTY AGAINST INFRINGEMENT, AND THE IMPLIED WARRANTY OR CONDITION OF FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY EXCLUDED AND DISCLAIMED.STATEMENTS MADE BY SALES RF.PRFSFNTATIVES OR IN PROMOTIONAL MATERIALS DO NOT CONSTITUTE WARRANTIES. b. Exclusion of Incidental and Canseguential Damages. In no event shall Pierce be liable for consequential. incidental or punitive damages incurred by Customer or any third party in connection with any matter arising out of or relating to this Agreement. or the breach thereof, regardless of whether such damages arise out of breach of warranty, tort. contract. strict liability, statutory liability, indemnity, whether resulting from non-delivery or from Pierce's owm negligence, or otherwise. 11. InsuMttce. Pierce maintains the following limits of insurance with a carrier(s)rated A-or better by A.M.Best: Commercial General LlabllW Insurance: Products/Completed Operations Aggregate: S1.000,000 Each Occurrence S1,000,000 l,rmhrellafhrcess L1a811Fru Insurance: Aggregate: S25,000.000 Each Occurrence: $25,000.000 The Customer may request:(z)Pierce to provide the Customer with a copy of a em me t Certificate of Insurance with the coverages listed above;(y)to be included as an additional insured for Commercial General Liability(subject to the terms and conditions of the applicable Pic= insurance policy and (z) all policies to provide a 30 day notice of cancellation to the named insured 12. Force Maieure. Pierce shall not be responsible nor deemed to be in default on account of delays in performance due to causes which are beyond Pierce's control which make Pierce's performance impraeticable, including but not limited to civil wan. insurrections. strikes, riots, fires. storms, floods, other acts of nature, explosions, earthquakes, accidents, any act of government. delays in transportation, inability to obtain necessary labor supplies or manufacturing facilities, allocation regulations or orders affecting materials, equipment, facilities or completed products, failure to obtain any required license or certificates,acts of God or the public enemy or terrorism,failure of transportation.epidemics.quarantine restrictions.failure of vendors (due to causes similar to those within the scope of this clause)to perform their contracts or labor troubles causing cessation,slowdown,or interruption of work. QSD 1398 Revised: 09/1Un010 13. Default. The occurrence of one or more of the following shall constitute a default under this Agreement: (a)the Customer fails to pay when due any amounts under this Agrccrncnt or to perform any of its obligations under this Agreement;(b)Pierce fails to perform any of its obligations under this Agreement: (c) either party becomes insolvent or become subject to a bankruptcy or insolvency proceedings; (d) any representation made by either patty to induce the other to enter into this Agreement is false in anv material respect:(c)the Customer dissolves.merges,conso:idaies or transfers a substantial portion of its property to another entity;or(f)the Customer is in default or has breached any other contract or agreement with Pierce. 14. Manufacturer's Statement of Origin. It is agreed that the manufacturer's statement of origin ("M50") for the Product covered by this Agreement shall remain in the possession of Pierce until the entire Purchase Price has been paid. If more than one Product is covered by this Agreement. then the MSO for each individual Product shall remain in the possession of Pierce until the Purchase Price for that Product has been paid in full. In case of any default in payment, Pierce may tape full possession of the Product.and any pa)7nents that have been made shall be applied as payment for the use of the Product up to the date of taking possession. 15. Independent Contractors. The relationship of the parties established under this Agreement is that of independent contractors and neither party is a partner.employee,agent,or joint venturer of or with the other. 16. Assignment. Neither party may assign its rights and obligations under this Agreement unless it has obtained the prior vwrincn approval of the other party. 17. Governing Law_Jurisdiction- Without regard to any conflict of laws provisions,this Agreement is to be governed by and under the laws of the state of Michigan. IS. Facsimile Signatures. The delivery of signatures to this Agreement by facsimile transmission shall be binding as original signatures, 19. Entire Atucumcnt. This Agreement shall be the exclusive agreement between the parties for the Product. Additional or different terms proposed by the Customer shall not be applicable. unless accepted in writing by Pierce's authorized representative. No change in, modification of, or revision of this Agreement shall be valid unless in writing and signed by Pierce's authorised representative - 20.Conflict. In the event of a conflict between the Customer Specifications and the Pierce Proposal,the Pierce Proposal shall control. In the event there is a conflict between the Pierce Proposal and this Agreement,the Pierce Proposal shall control. 21. Sipriatures. This Agreement is not effective unless and until it is approved. signed and dated by Pierce Manufacturing, Inc-'s authorized represtmiative. Accepted and agreed to: PIERCE MANUFACTURING.INC. CUSTQM E F.Citv of Hui dd \am: N Kum 13. Dykstra Title: ,� i )r Tale: Mayer _ Date: If S`_YTJ6!< U Dat = Name. Ae a Il m D AP TO CITY F ,BYvJ. 14sulder - rl4 City Anarnc DATED; {�' - QSD 1398 3 Revised: 09/100-010 EXHIBIT A PURCHASE DETAIL FORM Pierce Manfaetttring,Inc. Director of Order Management 2600 American Drive Appleton WI $4912 Fax(920)932-3080 Date:June 2.2014 Customer Name:City of Holland Quantity Chassis lype Body Type Price per Unit One(1) Arrow-XT PUC Pumper $6O0.662.00 S S S S 5 n[ 50%of the unit Lm frond wi th a signed caning and deduct a total gr S i 22-7_OD from lute loyal bid atnniat[_Tani mom fbc wihi wtwill 300 33 1_0 ai c hie La P MantifitomAri Inc. 'not remaining bcdmge of1295S 104 will be due w tulle of the final irssaeclien I[jp. An6le ml,Nbconsin Groinp W an o ti4n. If Holland Tiwms gntgp inLo 41 cQrin=with Pierce M unu faclud I rK. w inn of tit Hol land City bid Poniri gL the iTimmI S 10,000 fratn the HollqrLd C ily bid err ss e, al acrid ntoflhe Co¢SITaCt vrit mil! bG S590,462.K.'13tt 510,000 deduction will be rel]ecicd on the finaI invnice to thAcuslotner, Warranty Period:One(I l Year bumner to bumper.See the bid proposal for complete wattatlty cover. Training Requirernenis:Three(3)new vehicle training sessions will be provided. Other Matters:None This contract is available for inter-local and other municipal corporations to utilize with the option of adding or deleting any Pierce available options,including chassis models. Any addition or deletion my affect the unit price. Payment Terms.: Nei halatice 0 q dite a i I ime ckf the i na I ' ai heat time there a late penasty fee Mr calenft day will be appTied to the urmaid balani4 until full Dgyment 19 w D Pierce Manufacturin¢. )nc.See below for a deserintion of the late oenalty fee. INN: If defaced prymcm ai mprmcm arc mquued.the Customer must mate such financial uranpemenu through a fumic,61 institution acceptable to Pierce l All uLxm"ciKc and levies dru Pico may to required to pay or ogled by reasoe of any pfemm or fugue part-or by my govammmu l audwr4 bawd upon the sale purchwc.dclivc y.steragc,prcmwag.usc,eonsumptioa or transportaim of pre Product sold by Pierce to the Cu r=ner shall be for the wwm of the Cuitoma and shill be lidded w flu Purchase Pnce. All delivery peas or prim wait fmot anowanee arc based upon prevailing 6tight rarer and,in the evem of nay increase or decrease is such ones,the priees on all unshipped Product will be increased or decreased acaordiiWy.Delinquent payments shall be subject to a carrying ditirge of 1.5 peroas per month or such kssa amoatn permaied by law.Piave will not be required to accept payment other than as set forth in this Agrerement However,to avoid a late charge assessment at the event of a dispute cntu+d by a subusintial rtmtoimfamamcc with material Spccifiratiow(odm than freight),the Customer any withhold np io five pc=u(5%)of the Parthasc Price wait said tint that Pisa subst aAW4-rctrtcdies The nmoonfointaaee with material Specirh alionL but no longer than sixty(601 days tilts.Delivery. If the disputed arm at is the Height thaw—the f-tworner may Nilhhold only the amount of the freight diarge ennui the dispute is seukd but no longer Oran sixty(60)days alter Delivery.Pieroa shall have and retain a putt base money security interest in all goods and products now or herNla sold to the Customer by Piero m■ty of its alriliau4 euleu(nania io secure payment of the Purchase Price for all such goods cad products In the event of notpaymem by Yu Customer of any debt,oblisation or liability now or henaller incurred or owing by the Customa to Pierce,Pierce sbtdl have and tray cxacise all rights and remodies of a socured pally tuider Article 9 of the Uniform Commercial Code(11M as adopted by the same of Wiseonsia. OSD 1399 # Revised: 09/10/2010 THIS PURCHASE DETAIL FORM 1S EXPRESSLY SUBJECT TO THE PURCHASE AGREEMENT TERMS AND CONDITIONS DATED AS OF THE DATE PROVIDED IN SECTION 3 OF THE AGREEMENT BETWEEN PIERCE MANUFACTURING INC. AND City of Holland WHICH TERMS AND CONDITIONS ARE HEREBY INCORPORATED IN,AND MADE PART OF.THIS PURCHASE DETAIL FORM AS THOUGH EACH PROVISION WERE SEPARATELY SET FORTH HEREIN, EXCF.lrl' 'I'O THE EXTENT OTHERWISE STATED OR SUPPLEMENTED BY PIERCE MANUFACTURING INC.HEREIN. QSD 1399 5 Revised: 09/10/2010 EXHIBIT B WARRANTY SEE THE WARRANTY SECTION OF THE BID PROPOSAL OSD 1393 Revised: 0911 010 EXHIBIT C PIERCE PROPOSAL SEE THE PROPOSAL BID BINDER FOR COMPLETE DETAILS 1 QSD 1398 7 Revised: 0911(Y20101 } • -, RECEIVED RECEIVED JUL 15 2015 �"ttwv CITY ADM INI TRAT' CITY CLERK'S OFFICE STAFF REPORT VERNON GAS & ELECTRIC DEPARTMENT DATE: July 21,2015 TO: Honorable Mayor and City Council FROM: Carlos Fandino Jr., Director of Vernon Gas & Electric Department Originator: Abraham Alemu, Electric Resources Planning & Development Manager RE: Antelope DSR 1 Solar Project — Power Sales Agreement by and between the City of Vernon and the Southern California Public Power Authority Recommendation A. Find that approval of the Power Sales Agreement ("Agreement") by and between the City of Vernon ("City") and the Southern California Public Power Authority ("SCPPA") in connection with the Antelope DSR 1 Solar Project is not subject to the California Environmental Quality Act ("CEQA") under Guidelines Section 15061(b)(3), the general rule that CEQA only applies to projects that may have an effect on the environment. Purchasing power is purely a financial transaction, and any construction that may occur by a private party in the future in reliance on this approval would be subject to CEQA review by another governmental agency at the time when actual details of any physical proposal would be more than speculative; and B. Approve and authorize the Director of Gas and Electric to execute the Agreement by and between the City and the SCPPA, in substantially the same form as attached to the staff report, for the purpose of purchasing solar power with associated green attributes in compliance with the Renewable Resources Procurement Plan and Enforcement Program in force at the City. The terms include the purchase of 25 megawatts of solar power for a term of 20 years beginning with the project commercial operation date; and C. Approve and authorize the Director of Gas and Electric to execute the Purchase Option Agreement and the Storage Option Agreement ("Option Agreements") by and between the City of Vernon and SCPPA in substantially the same form as attached to the staff report; and D. Find that approval of the power sales agreement and the option agreements comply with the competitive bidding requirements of the Vernon Municipal Code in that: (a) Vernon Municipal Code § 2.17.12(A)(6) exempts these contracts from the competitive bidding Page l of 4 requirements because each is categorized as a "contract for the acquisition, sale or transmission of electrical power"; and (b) these contracts are between SCPPA (a joint powers agency) and Vernon, and Vernon Municipal Code 2.17.12(A)(5) exempts these contracts and all other "contracts with other governmental entities or their contractors for labor, materials or supplies". Further, find that approval of these contracts is consistent with the purposes of the City's purchasing regulations because SCPPA conducted a competitive process and received several proposals, of which, the Antelope DSR 1 Solar Project was the lowest priced project for projects under 100 megawatts, and the project is scheduled to begin commercial operation in third quarter of 2016. Background This project is a 50 megawatt ("MW") solar photovoltaic ("PV") project located in the City of Lancaster, Los Angeles County, California. The price of the Project is the lowest Vernon Gas and Electric has ever seen for similar solar PV projects in recent years. The project will interconnect with the California Independent System Operator's System at Southern California Edison's Antelope 230 kV substation. California environmental laws require the City to comply with renewable energy mandates. In an effort to attain compliance, it is recommended that the City Council approve this contract which allows the City to obtain Category 1 "bucket one" solar energy and Renewable Energy Credits that meet the Renewable Portfolio Standards ("RPS") compliance requirements for Category 1 as set forth in California Public Utilities Code Section 399.16(b)(1)(A). The terms include the purchase of 25 megawatts of solar power for a term of 20 years beginning with the project commercial operation date. The key elements of the agreement are as follows: * The Antelope DSR 1 Solar Project is located in City of Lancaster, Los Angeles County, California, and will have an output of 50 megawatts of photovoltaic solar energy. The project is being developed by Antelope DSR i LLC, a limited liability company organized and existing under the laws of the State of Delaware. • The City of Vernon and the City of Riverside are parties to this SCPPA Antelope DSR 1 Solar Project Power Sales Agreement ("SCPPA Power Sales Agreement"). + SCPPA will also execute such other agreements as are necessary to effectuate the Power Purchase Agreement ("PPA"). SCPPA will then resell the power to the cities of Vernon and Riverside at cost through the SCPPA Power Sales Agreement which is being presented for approval to City Council. • The City will purchase 25 megawatts of solar power from the Project. Vernon will also receive capacity rights in proportion to its percentage of facility output and all renewable energy credits. • The price is fixed at $53.75 per megawatt hour. Page 2 of 4 • The term is 20 years. • Performance Security under the Power Sales Agreement shall be provided to ensure that Antelope DSR 1 LLC complies with the performance requirements of the Power Sales Agreement and Power Purchase Agreement. Antelope DSR I LLC will be posting, within 30 days of the effective date, a letter of credit ("LOC") or cash in the amount of$2.25M as Development Security. After Commercial Operations, sPower will replace the Development Security with a Delivery Term Security in the amount of $6.91 M during the first 10 years and $5.41 M in the last 10 years, using a combination of cash, LOC, and performance bond. • The Power Purchase Agreement includes enforceable development milestone dates with significant financial penalties, ranging from $5,000 to $10,000/day, if dates are missed; or in the more severe cases, SCPPA can unilaterally terminate the PPA. + Antelope DSR 1 LLC must first offer to sell the Project to SCPPA before it can sell the projects to third parties. + SCPPA has the option to purchase the Project from sPower in year 10, year 15 and year 20 of the Commercial Operation Date at the then fair market value the Project. A Purchase Option Agreement will be an appendix to the PPA and will be executed concurrently with the PPA. + SCPPA has the option in the first 15 years of the contract to install energy storage system up to 12MW at the Project site. The intent is to have an opportunity to integrate energy storage with this solar facility to 1) Shape the output of the solar production if needed, and 2) Meet any potential storage mandates in the future. Antelope DSR 1 LLC will cooperate to reserve sufficient area on site to accommodate the installation. In addition, sPower will spend up to $182,000 to obtain the necessary permit(s) and interconnection modification for the storage installation. A Storage Option Agreement will be an appendix to the PPA and will be executed concurrently with the PPA. • The SCPPA Power Sales Agreement establishes a coordinating committee to administer the contract. Gas & Electric staff recommends that the Antelope DSR 1 Solar Project Power Sales Agreement between the City of Vernon and the Southern California Public Power Authority be approved. Fiscal Impact The Project will require no contribution to construction costs. Vernon will only pay for actual energy received at the contract stipulated price of$53.75 per MWh. The projected annual cost, based on the anticipated Project output, will be about $1.9 million in Fiscal Year 2016/17 and $3.8 million each Fiscal Year thereafter. This is a fixed price contract, however, output from the Project will degrade over time, thereby reducing the annual expense as the actual energy received by Vernon is reduced from year to year. Page 3 of 4 Attachment(s) 1. Power Sales Agreement by and between SCPPA and City of Vernon Page 4 of 4 Execution Copy ANTELOPE DSR 1 SOLAR PROJECT POWER SALES AGREEMENT BETWEEN SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY AND THE CITY OF VERNON,CALIFORNIA Dated as of July 16,2015 TABLE OF CONTENTS Page 8' PARTIES................................................................................................................................. 2. RECITALS, CONSTRUCTION AND PRELIMINARY MATTERS............................... l 3' ,--'------^`~'^`~^````-----'''~```'~```^—'—'--~'``'~``'� 4. DEFINITIONS........................................................................................................................2 4.1 Agreement--------------------------------------'.2 42 £ff:xdve Date..............................................................................................................3 4] Total Power Costs........................................................................................................ 3 4'4 Monthly Costs.............................................................................................................. 4 5. PURCHASE AND SALE OF FACILITY OUTPUT AND THE OBLIGATIONS OF SC8,PA AND THE PURCHASER.-----------'.^^..^.....-_--------^^^.^^.....,.,,_-----4 5.1 Purchase and Sale of Participant Facility Output Share ..............................................4 52 FaciUty Output and Deliverables---------------------------4 5.3 Project Manager...........................................................................................................5 5.4 Adoption of Annual Budget.........................................................................................z 5.5 Reports---------------------------------------'6 5.6 Records and Accounts--------------------------------'6 5.7 Provide Information.....................................................................................................6 5.8 Consultants and Advisors Available............................................................................8 5.9 Liquidated Damages------.--------------------------..6 6. C ... 6.1 Establishment and Authorization of the Coordinating Committee..............................6 6.2 Coordinating Committee Responsibilities...................................................................n 6.3 Management Decisions and the Role of Boucdof[ireoioru------------.11 8,4 Periodic Audits...........................................................................................................l2 6.5 Additional Committees..............................................................................................|% 6.6 Costs of Consultants --------------------------------..l2 % CHARGES AND BILLINGS. .......................... ..............................................................12 7] Monthly Costs............................................................................................................\2 7.2 Billing Statement.......................................................................................................lJ 7.3 Adoption ofAlternative Billing Statement Procedures.............................................|3 7.4 Disputed Monthly Billing Statement.........................................................................lJ 7.5 Reconciliation of Monthly Costs...............................................................................l4 7.6 Other nr Additional Cost Reconciliation Mechanisms..............................................l4 7.7 Prepayment of Monthly Costs ...................................................................................14 W. UNCONDITIONAL PAYMENT OBLIGATIONS; RATE COVENANT; AUTHORIZATIONS; CONFLICTS; D.IT8GATION—. ........... .-,........................--.14 8] Unconditional Payment Obligation............................................................................l4 8.2 Source ny Payments....................................................................................................l5 _ _ TABLE OF CONTENTS (continued) Page 8.3 Rate Covenant............................................................................................................15 8.4 Authorizations............................................................................................................15 8.5 Conflicts.....................................................................................................................15 8.6 Litigation....................................................................................................................15 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 ......................................................................................................... 16 9.4 [Reserved.].................................................................................................................16 9.5 Balancing Agent and Dynamic Scheduling...............................................................16 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 Attachment 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..............................................................................................18 11.4 Failure to Cure Payment Default...............................................................................18 11.5 Treatment of the Defaulting Purchaser's Project Rights and Obligations upon itsPayment Default.....................................•..........................--...--.............................18 11.6 Elimination or Reduction of Payment Obligations....................................................20 I L7 Use of Operating Reserve Account............................................................................20 11.8 Step-Up Invoices........................................................................................................20 11.9 Application of Moneys Received from Step-Up Invoices Relating to the Project........................................................................................................................21 11.10 Application of Moneys Received from Default Invoices..........................................21 1 l.11 Application of Moneys Received from Compliance Payments.................................21 11.12 Application of Moneys Received from Sale of Facility Output................................21 11.13 No Step-Up Before Issuance of Debt.........................................................................21 12. CHARACTER,CONTINUITY OF SERVICE................................................................22 12.1 Outages, Interruptions and Curtailment of Energy Deliveries...................................22 12.2 Uncontrollable Forces................................................................................................22 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..........................................................23 14.4 indemnification for Claims of Retail Customer.........................................................23 14.5 Determination or Enforcement of Rights...................................................................23 ii TABLE OF CONTENTS (continued) Page 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.................................................24 15.3 Restrictions on Disposition of Purchaser's Entire System.........................................24 15.4 Successors and Assigns..............................................................................................24 16. EFFECTIVE DATE,TERM AND EXPIRATION...........................................................25 16.1 Effective Date; Execution in Counterparts................................................................25 16.2 Termination Conditions.............................................................................................25 16.3 Expiration...................................................................................................................25 16.4 Termination of Agreement before Expiration Date...................................................25 17. SEVERABILITY............................................................---•--.............................---..............26 18. REPRESENTATION AND GOVERNING LAW.............................................................26 19. ARBITRATION AND ATTORNEYS' FEES....................................................................26 20. NOTICES.............................................................................................................................2i 21. AMENDMENTS...................................................................................................................26 ATTACHMENTS A— DEFINITIONS.....................................................................................................................A-1 B— SCHEDULE OF PARTICIPANTS CAPACITY AMOUNTS, PARTICIPANT FACILITY OUTPUT SHARES, PARTICIPANT FACILITY OUTPUT COST SHARES...............................................................................................................................B-1 C— POWER PURCHASE AGREEMENT.................................................................................C-I iil ANTELOPE DSR 1 SOLAR PROJECT POWER SALES AGREEMENT 1. PARTIES. This Antelope DSR 1 Solar Project Power Sales Agreement (this"Agreement"), is dated for convenience as of the 161h day of July, 2015, 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" or 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 intendments of the Parties with respect thereto. This Agreement has been reviewed by attorneys for both Parties and shall not be interpreted with reference to the rules of construction providing for construction against a Party responsible for drafting or creating a particular provision or section, but should instead be interpreted in a manner which broadly implements the goals and objectives of the Parties as expressed herein. References to"Sections,"and "Appendices," shall be to Sections, and Appendices as the case may be, of this Agreement unless otherwise specifically provided. Section headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose or given any substantive effect. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. The use herein of the word "include" or "including", when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not nonlimiting language (such as "without limitation"or"but not limited to"or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. This Agreement is made with reference to the following facts among others: 2.1 SCPPA was created pursuant to provisions contained in the Joint Exercise of Powers Act found in Chapter 5 of Division 7 of Title 1 of the Government Code of California, as amended from time to time (the "Act" as defined in Attachment A), 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. I 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 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 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, together with the Purchaser and other SCPPA members have identified and investigated a potential photovoltaic solar energy generation resource located in Los Angeles, County, California, denominated the Antelope DSR 1 Solar Project(the "Project"as defined in Attachment A hereof)to be developed by Antelope DSR 1, LLC, a Delaware limited liability company and an affiliate of sPower LLC, a Delaware limited liability company. 2.5 After negotiations SCPPA intends to enter into a Power Purchase Agreement with the Antelope DSR 1, LLC, for the purchase of electric output of the Antelope DSR l Solar Project(the "Project"as defined in Attachment A hereof). 2.5 Purchaser has a need for a percentage of the capacity, electric output and associated rights, benefits and credits of the Project, and has determined to enter into this Power Sales 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 premises 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. Attachment 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 Attachment 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 Attachment A,the Power Purchase Agreement or as set out below: 4.1 A ear ement. This Agreement, as it may be amended, modified or supplemented from time to time. 2 4.2 Effective Date. The date described in Section 16.1 hereof. 4.3 Total Power Costs. 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 and Security Agreements or other Project Agreements. SCPPA shall apply, as a credit against Total Power Costs, any receipts, revenues and other moneys received by SCPPA from surplus equipment, materials, supplies or assets relating to the Project sold prior to the date of Commercial Operation for the benefit of SCPPA, as well as 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, (iii)a Supplementary Services cost component to the extent SCPPA incurs such costs (described in Section 4.3.3), (iv) a Reserve Fund cost component (described in Section 4.3.2), and (v)a Power Purchase and Security Agreements 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 and Security Agreements 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 of the Facility Output, as calculated at the applicable Contract Price therefor in 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 Power Purchase and Security Agreements, and (iii) all costs related to the conducting of the business of SCPPA with respect to the Project, including the applicable portion of salaries, fees for legal, engineering, financial and other services, and costs of the Project Manager, as well as all other costs attributable to miscellaneous and incidental expenses in connection with the administration of the Project, and all other expenses properly related to the conduct of such affairs of SCPPA. 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 3 or delivering and for otherwise facilitating the disposition, movement, taking, receiving, crediting and accounting for Facility Output 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 Output from the Point of Delivery to one or more specified delivery point(s) as determined by Purchaser pursuant to Sections 9.2 and 9.5. 4.3.4 The Reserve Fund 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 and Security Agreements cost component of Total Power Costs for each Month shall consist of: the costs, without duplication, associated with the Power Purchase and Security Agreements, 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 and Security Agreements or the performance required of SCPPA under any of the Power Purchase and Security Agreements and shall include, without duplication, SCPPA's monthly payment of any applicable associated ancillary costs under the Power Purchase and Security Agreements, and any costs SCPPA is required to pay for the Facility Output, including, where applicable,the costs of Startup and Test Energy. 4.4 Monthly Costs. The costs payable by the Purchaser to SCPPA as described in Section 7.1 hereof. 5. PURCHASE AND SALE OF FACILITY OUTPUT AND THE OBLIGATIONS OF SCPPA AND THE PURCHASER. 5.1 Purchase and Sale of Participant Facility Output 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 Output 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 Environmental Attributes and Facility Output, and Purchaser shall be responsible for and pay any and all costs, liabilities and obligations associated with the acquisition of such products, rights, and benefits, which shall include without limitation all costs, liabilities and obligations associated with Facility Output, as applicable, under the Power Purchase Agreement and any other applicable Project Agreement, including purchase or acquisition of any rights pursuant to the Power Purchase and Security Agreements and any other applicable Project Agreement. 5.2 Facility Output and Deliverables. SCPPA shall provide and Purchaser shall purchase 4 and receive Purchaser's Participant Facility Output Share of Facility Output pursuant to the terms of this Agreement. To the extent permitted by the Power Purchase and Security Agreements, the applicable Project Agreements, or otherwise determined by the Board of Directors, SCPPA will endeavor to take such actions or implement such measures as may be necessary or desirable for the utilization, maintenance or preservation of the rights and interests of the 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 and Security Agreements or other applicable Project Agreements, SCPPA shall also provide such other services, as approved by the Board of Directors, as may be deemed necessary to secure the benefits and/or satisfy the obligations associated with the Power Purchase and Security Agreements 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 and Security Agreements or other applicable Project Agreements including the delivery of the Facility Output, as applicable, contemplated by this Agreement, and shall endeavor to maintain and secure the rights and benefits accruing to SCPPA through the Power Purchase and Security Agreements 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. 5.4 Adoption of Annual Budd. 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 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. 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 5 Billing Statements to be sent to each 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 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 request, 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 or Shortfall Damages 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 Output Shares. 6. COORDINATING COMMITTEE. 6.1 Establishment and Authorization of the Coordinatin Committee. 6.1.1 The Coordinating Committee is hereby established and duly authorized to act 6 on behalf of the SCPPA Participants as provided in this Section 6 for the purpose of(i) providing coordination among, and information to, the SCPPA Participants and SCPPA, (ii) the administration of the Power Purchase Agreement, (iii) the administration of the Project Agreements, (iv) making any recommendations to the Board of Directors regarding the administration of the Project and any acquisitions related thereto and (v) execution of the Coordinating Committee responsibilities set forth in Section 6.2 hereof, including the various financial, administrative, and technical matters which may arise from time to time in connection with the Project or the administration thereof, and such further developments as may need to be addressed. 6.1.2 The Coordinating Committee shall consist of the designated Representatives of the Participants. Each Participant shall be entitled to cast a vote equal to its Participant Facility Output Cost Share as set forth in Attachment B hereof. An alternate representative of each Participant shall be its alternate Committee Representative or, if none has been appointed, an alternate representative may be appointed by written notice by such Participant to SCPPA and each of the other SCPPA Participants to act on the Coordinating Committee, or on any subcommittee established by the Coordinating Committee, in the absence of such SCPPA Participant's regular representative or to act on specified occasions with respect to specified matters. 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. 6.1.3 No SCPPA Participant's representative shall exercise any greater authority than permitted for the Participant which she/he represents. 6.1.4 The chairperson of SCPPA shall promptly call a meeting of the Coordinating Committee at the request of any representative 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 Output 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 Output Cost Shares aggregating at least eighty percent (80%) of the total Participant Facility Output 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 7 action before the Coordinating Committee or the Board of Directors relates solely to the interests of a single 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. 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 Participants at the management or other levels with respect to the ongoing administration of the Project and maintain a liaison between the SCPPA Participants and all other SCPPA members with respect to the Project, and where the Coordinating Committee deems it appropriate, maintain a liaison with the counter-parties 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 or pursuant to any applicable agreement. 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 8 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 counterparties under the Power Purchase and Security Agreements 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 Output 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, and technical information, facility 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 Output. 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 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 9 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 Attachment 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 Generation 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 of all SCPPA Participants. 6.2.16 Review and act upon any matters involving any of the applicable Power Purchase and Security Agreements, 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 Output to the Point of Delivery of from any of the Point of Delivery to other points or destinations,as applicable. 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. 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. 10 6.2.22 Review and approve adjustments to the Participant Facility Output Shares, the Participant Facility Output Cost Shares and associated capacity amounts set forth in Attachment B 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 a Participant Facility Output Share, Participant Facility Output Cost Share and associated capacity amount unless such adjustment is due to the Default of any Participant(including Purchaser) under Section 11 of this Agreement. 6.2.23 Perform such other functions and duties as may be provided for under this Agreement, the Power Purchase Agreement,the Power Purchase and Security Agreement or any other applicable Project Agreement or as may otherwise be appropriate or beneficial to the Project. + ,? 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. 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 Output. 6.3.3 Project Agreements. The Board of Directors shall have the authority to approve the Project Agreements 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 A Ii cat ion orCertain Payments Under the Power Purchase Agrcement. 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 Default by the Power Purchase Provider under the Power Purchase Agreement; provided that such payments 11 and amounts shall be applied to one or more of the purposes set forth in Section 4.3. 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 Power Sales Agreement and under the other Project Agreements, or as may otherwise be appropriate. 6.4 Periodic Audits. The Board of Directors 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 any of the Power Purchase and Security Agreements) and any other counterparty under any Project Agreement to the extent allowable, and any cost reimbursable consultant 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 consultant relevant to the administration of the Project. 6.5 Additional Committees. The Board of Directors may establish as needed subcommittees including, but not limited to, auditing, legal, financial, engineering, mechanical, weather, diurnal, barometric, meteorological, operating, insurance, governmental relations, environmental and public information subcommittees. The authority, membership, and duties of any subcommittee shall be established by the Board of Directors; provided, however, such authority, membership or duties shall not conflict with the provisions of any of the Project Agreements. 6.6 Costs of Consultants. Costs (or the applicable portion thereof) of consultants and others employed or appointed by the Board of Directors 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). 7. CHARGES AND BILLINGS. 7.1 Monthly Costs. The amount of Monthly Costs which shall be paid by Purchaser for a particular Month shall be the sum of the following: 7.1.1 Purchaser's Participant Facility Output 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 Output Cost Share multiplied by the Power Purchase Agreement General and Administrative cost component of Total 12 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 Output Cost Share multiplied by the Reserve Fund cost component of Total Power Costs (as provided in Section 4.3.4 hereon for such Month. 7.1.5 Purchaser's Participant Facility Output Cost Share multiplied by the Power Purchase and Security Agreements 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 Output 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 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 13 give consideration to such dispute and will advise Purchaser with regard to SCPPA's position relative thereto within 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 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 20 Days of receipt of SCPPA's invoice, the amount to which SCPPA is entitled. If, on the basis of the statement submitted pursuant to this Section 7.5, the actual aggregate Monthly Costs or other amounts payable by the Purchaser for any Power Supply Year are less than the amount therefor which Purchaser has been billed, SCPPA shall, unless otherwise directed by Purchaser with respect to moneys owed to it,credit such excess against Purchaser's next monthly Billing Statement. 7.6 Other or Additional Cost Reconciliation Mechanisms. The Board of Directors may, by resolution, authorize or prescribe other billing, payment, costing and cost reconciliation mechanisms to address such billing, payment, costing and cost reconciliation issues as may from time to time arise with respect to the Project. 7.7 Prepayment of Monthly Costs. Purchaser may, at any time, pay moneys to SCPPA or utilize any credits due or amounts owed by SCPPA to Purchaser with respect to the Project for the purpose of prepaying its monthly Billing Statement. Such moneys and amounts owed by SCPPA under any Project Agreement shall be deposited into an account established by, or at the direction of, SCPPA. Consistent with SCPPA's investment policy, moneys in such account shall be invested pursuant to instructions provided to SCPPA by Purchaser and all investment income shall be credited to such account. Payment of the amount of any monthly Billing Statement or Default Invoice shall be made from moneys available in such account to the extent set forth in written directions from Purchaser to SCPPA received at least five business days prior to the due date of such payment. Any credit or prepayment with respect to its monthly Billing Statement shall not relieve or reduce Purchaser's other obligations under this Agreement. S. UNCONDITIONAL PAYMENT OBLIGATIONS; RATE COVENANT; AUTHORIZATIONS; CONFLICTS; LITIGATION. 8.1 Unconditional Payment Obligation. Beginning with the earliest of (i)the date SCPPA is obligated to pay any portion of the costs of the Project, (ii)the date upon which SCPPA first incurs or accrues costs associated with the issuance of the Bonds, (iii) the date of Commercial Operation of the Facility, or (iv)the date of the first delivery of Facility Output to Purchaser and continuing through the term of this 14 i 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 1 I 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 for any cause whatsoever. 8.2 Source of Payments. The 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 revenue fund, including any and all legally available electric system reserves. Purchaser will annually in each and every fiscal year of Purchaser during the term of this Agreement include in its power system budget, whether or not any other items are included, an appropriation from the revenues of its electric 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 service of its electric system each year so as to provide revenues sufficient, together with any legally available electric 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 system. 8.4 Authorizations. The 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 the Purchaser for the execution and delivery by the Purchaser of this Agreement, or the performance by the 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 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 15 Agreement. 9. OTHER TERMS AND SERVICES. 9.1 Delivery Procedures. Prior to the time at which any Energy will be delivered to Purchaser from the Facility, Purchaser will schedule and shall be obligated to take delivery of the Energy to be delivered under this Agreement. The Facility Output generated and produced from the Project shall be scheduled and delivered to Purchaser at the Point of Delivery under the practices and procedures approved pursuant to Section 6.2,as applicable. 9.2 Other Services and Transmission From Point of Deliverv. It is the obligation of Purchaser to receive its Participant Facility Output Share and to arrange for delivery of such Facility Output to its ultimate destination or destinations after having reached the Point of Delivery, as determined by Purchaser. However, to the extent specified by the 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 Output to be utilized by the Purchaser and to provide for delivery, accounting for, transferring and crediting the ownership and transfer of such Facility Output 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 Balancing Agent and Dynamic Scheduling. Upon the request of Purchaser, SCPPA shall either (i) retain an agent to maintain and balance Purchaser's hourly Energy schedules in accordance with WECC protocols (`Balancing Agent"), including the provision or absorption of imbalance energy to accommodate intra-hour fluctuations of Facility Output as compared to Purchaser's Energy schedule and maintaining a balancing account of accumulated imbalance energy to be settled by adjusting future Purchaser Energy schedules, (ii)arrange for Dynamic Scheduling from the Point of Delivery to Purchaser's control area or electric system, including the procurement and installation of scheduling hardware, software, and communications equipment necessary to effectuate Dynamic Scheduling, (iii) procure, contract for or otherwise arrange for any available integration services to address any of the above referenced imbalances, fluctuations, variability, intermittency, or like conditions or(iv)address the costs, charges or consequences of such imbalances, fluctuations, variability, intermittency, or like conditions though other mechanisms or methodologies which are mutually agreeable to the Purchaser and SCPPA. 16 9.6 Transfer of Environmental Attributes to Purchaser. SCPPA shall transfer all Environmental Attributes received by SCPPA under the Power Purchase Agreement to Purchaser 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 Protect Agreements. Notwithstanding anything to the contrary contained herein: (i) the obligation of SCPPA to deliver to Purchaser its Participant Facility Output Share during the Delivery Term of this Agreement is limited to the Facility Output 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, capacity 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, capacity costs, environmental attribute costs, transmission costs, tax costs, insurance costs, indemnifications, other costs or other charges incurred by SCPPA and payable by SCPPA Participants 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 energy and/or Environmental Attributes 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 Generation 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 shall be remitted by SCPPA to Purchaser. 10.2 Revision of Attachment B. The Parties agree that adjustments of the Participant Facility Output Shares, Participant Facility Output Cost Shares and associated capacity amounts in Attachment 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 Attachment B shall become Attachment B to this Agreement in replacement of the prior Attachment 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 17 the Power Purchase Agreement, or any other Project Agreement, as applicable, or cause a default to occur pursuant to such agreements, SCPPA may, in the event the performance of any such obligation remains unsatisfied after thirty (30) Days' prior written notice thereof to the Purchaser and a demand to so perform, take any action permitted by law to enforce its rights under this Agreement, including but not limited to termination of this Agreement, and/or (unless SCPPA has already taken action pursuant to the immediately following sentence) bring any suit, action or proceeding at law or in equity as may be necessary or appropriate to recover damages and/or enforce any covenant,agreement or obligation against the Purchaser with regard to its failure to so perform. 11.2 Notice of Payment Default. In the event of a Payment Default by Purchaser, on or promptly following the Initial Payment Default Date SCPPA shall issue a Default Invoice and shall provide written notice to Purchaser that as a result of a Payment Default, it is in default under this Agreement and has assumed the status of a Defaulting Purchaser and that Purchaser's Project Rights are subject to discontinuance, termination and disposal in accordance with Sections 11.4 and 11.5 of this Agreement. Notice of such Payment Default shall be provided promptly by SCPPA to the other SCPPA Participants. In addition to the foregoing, the notice of Payment Default shall specify that five (5) Days after the issuance of the written notice of Payment Default by SCPPA, deliveries of Facility Output to the Purchaser pursuant to this Agreement shall be thereafter suspended until such time as Purchaser is in Compliance. SCPPA 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 thirty (30) Days (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 11.6. 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 Defsultin Purchaser's Project Ri }h s and Obli ati4ns LLV2 n its Payment Default. In the event Defaulting Purchaser's Project Rights are discontinued and terminated pursuant to Section 11.4 of this Agreement, SCPPA 18 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 all Defaulting Purchaser's Project Rights and Obligations are not conveyed, transferred and assigned to non-Defaulting SCPPA Participants as provided in Section 11.5.I 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 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 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 1 I.5.1 or 1 1.5.2 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 Output associated with such Project Rights and Obligations or to remarket or resell such Facility Output, or cause the same to be remarketed or resold; provided, however, that without eliminating Defaulting Purchaser's obligation to make payments under this Agreement (notwithstanding anything to the contrary in this Agreement), including payment of SCPPA's costs and expenses related to such default and sale, such payment obligation shall be offset, mitigated and satisfied to the extent that payments are received by SCPPA from the remarketing or sale of Facility Output 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 19 assigned as provided in Sections 1 1.5.l or 11.5.2, the associated voting rights with respect to Defaulting Purchaser's Project Rights and Obligations shall be redistributed pro rats among the non-Defaulting SCPPA Participants, based upon the Participant Facility Output 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 1 1.5, SCPPA shall make any necessary adjustments to the Participant Facility Output Shares set forth in Attachment B and give written notice thereof to the non-Defaulting SCPPA Participants. Such adjustments shall not require approval by the Coordinating Committee. Except as provided in this Section 11.5 or otherwise in this Agreement, SCPPA may not convey, transfer or assign any SCPPA Participant's Rights and Obligations without the prior written consent of the SCPPA Participant. 11.6 Elimination or Reduction of Payment Obligations.ions. 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 1 1.5.1 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; provided, however, such payment obligations for Defaulting Purchaser may be eliminated or reduced to the extent permitted by law, if and to the extent any costs incurred by SCPPA have been fully paid, and the Board of Directors, by resolution, determines to eliminate or reduce such payment obligations, which determination shall not be unreasonably withheld. 11.7 Use of Operating Reserve Account. With respect to a Payment Default by Purchaser, funds in the operating reserve account, if any, held by SCPPA 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. Any replenishing of any operating reserve account held by SCPPA shall be in accordance with rules and protocols promulgated by SCPPA. 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 Participant that includes a charge equal to the non-Defaulting SCPPA Participant's pro rata share, based upon the Participant Facility Output Cost Shares of all non-Defaulting SCPPA Participants, of the amount of Monthly Costs reflected in the unpaid Billing Statements for the previous 20 Month for such Defaulting Purchaser). Notwithstanding the foregoing, the amount of each monthly Step-Up Invoice provided to a non-Defaulting Participant shall not exceed 100% of the aggregate amount of Monthly Costs that such non-Defaulting Participant was billed in its Billing Statement for the Month preceding such monthly Step-Up Invoice. 1 1.8.2 Step-Up Invoices shall be due and payable within twenty (20) Days of the receipt thereof, 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 A lication ofdone s Received from Ste U Invoices Relating to the Yro'ect. Moneys received by or on behalf of SCPPA from the payment of Step-Up Invoices relating to a Payment Default of a 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 Participant pays less than the total amount of its Step-Up Invoice, such Participant shall be a Defaulting 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 Participant paid as a result of Step-Up Invoices with respect to such Default Invoice, plus a pro-rats share, based upon the Participant Facility Output Cost Shares of the non-Defaulting SCPPA Participants, of the amount SCPPA received regarding late payment interest charges. In the event of a Defaulting Participant pays less than the full amount of its Default Invoice, the credit to each non-Defaulting Participant shall be adjusted proportionately. 11.11 Apglication 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 Output 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 Facilfty Output. Moneys received by 21 or on behalf of SCPPA from the sale of Facility Output 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: l 1.12A 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. H.12.2 Following consultation with the non-Defaulting SCPPA Participants, SCPPA shall determine the disposition of any moneys received that are in excess of the aggregate amount of related Step-Up Invoices paid by non-Defaulting SCPPA Participants. Unless the Coordinating Committee determines otherwise, or except as otherwise required by law, the Defaulting SCPPA Participant shall have no claim or right to any such monies. 11.13 No Step-up Before Issuance of Debt. Sections 11.8 through 11.12.2, inclusive, of this Agreement shall not be applicable until bonds or other debt obligations are issued or undertaken by SCPPA in connection with the exercise of the Option Agreement, the Storage Option Agreement, or in connection with any other matter or transaction related to the Project, 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 Output to Purchaser under prescribed circumstances pursuant to the applicable provisions of a Project Agreement or other applicable operating agreement. 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 and shall be obligated to pay any costs incurred by SCPPA attributable to Purchaser 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 curtaiiments, 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 Output 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. 22 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 Liabili1y of SCPPA Directors Officers Etc. Purchaser agrees that neither SCPPA nor any of its directors, officers, employees and agents shall be liable to Purchaser for loss of profits or direct or consequential loss or damage suffered by Purchaser as a result of the performance or non-performance (whether negligent or otherwise) of SCPPA 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 limited to, claims or actions based on contract or tort. Notwithstanding the foregoing, Purchaser 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 SCPPA and Purchaser shall at all times retain the right to recover, by appropriate legal proceedings, any amount determined to have been an overpayment by Purchaser in accordance with Section 7.4 hereof. 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 23 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 provided under the Project Agreements. 14.7 SCPPA Directors Officer Employees, A en s Not Individugily 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. t5. RESTRICTIONS ON DISPOSITION. 15.1 Assignment. It is understood and agreed each SCPPA Participant (including Purchaser) may sell, assign or otherwise dispose of some or all of its Project Rights and Obligations to other SCPPA Participants or SCPPA members under the same terms and conditions as set forth in this Agreement, provided that each such other participating SCPPA member agrees in writing to be bound by the provisions of the Power Sales Agreement of the SCPPA Participant making such sale, assignment or other disposition. In the event of such a sale, assignment or other disposition, SCPPA shall revise Attachment B to reflect the new Participant Facility Output Share allocation and such revision to Attachment B shall not be considered an amendment to any Power Sales Agreement. 15.2 Restrictions on Elimination of Payment Obli ations. No sale, assignment or other disposition of Purchaser's Project Rights and Obligations to any Person ("Assignee") shall release Purchaser from its payment obligations under this Agreement; provided, however, such payment obligations may be eliminated or reduced if the sale, assignment or other disposition is made pursuant to Section 15.1 of this Agreement, or if (i)such Assignee shall assume and agree in writing to fully perform and discharge the Project Rights and Obligations under its Power Sales Agreement, (ii) such Assignee shall have a corporate or long-term senior unsecured credit rating of A- or higher by S&P or A 3 or higher by Moody's, unless otherwise provided by the Board of Directors, and (iii)the Board of Directors, by resolution, determines to eliminate or reduce such payment obligations, which determination shall not be unreasonably withheld. 15.3 Restrictions on Disposition of Purchaser's Entire System. Purchaser shall not sell, lease or otherwise dispose of all or substantially all of its electric system to any Person ("Acquiring Entity") unless the Acquiring Entity shall assume and agree to fully perform and discharge the Project Rights and Obligations under this Agreement, and such Acquiring Entity shall have a corporate or long-term senior unsecured credit rating not less than investment grade. 15.4 Successors and Assigns. Subject in all respects to Sections 11 and 15 hereof, the Project Rights and Obligations under this Agreement shall inure to the benefit of and 24 shall be binding upon the respective successors and assigns of the Parties to this Agreement. 16. EFFECTIVE DATE,TERM AND EXPIRATION. t6.1 Effective Date-, Execution in Counterparts. This Agreement shalt 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, and (ii) the Power Purchase Agreement shall have been duly executed and delivered by SCPPA and the Power Purchase Provider. 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 to SCPPA or any outstanding liability of Purchaser hereunder which either 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 later of: (i)the date SCPPA's Joint Powers Agreement (including any extensions thereof) expires or(ii)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 each and all of the following have occurred: 16.4.1 This Agreement shall be 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 Facility; and 16.4.2 The Power Purchase Agreement shall no longer be of any force or effect. 25 17. SEVERABILITY. In case any one or more of the provisions of this Agreement shall for any reason be held to be illegal or invalid by a court of competent jurisdiction, it is the intention of each of the Parties hereto that such illegality or invalidity shall not affect any other provision hereof, but this Agreement shall be construed and enforced as if such illegal or invalid provision had not been contained herein unless a court holds that the provisions are not separable from all other provisions of this Agreement. 18. REPRESENTATION AND GOVERNING LAW. The Parties acknowledge that each Party was represented by counsel in the negotiation and execution of this Agreement. This Agreement was made and entered into in the County of Los Angeles,California,and shall be governed by, interpreted and enforced in accordance with the laws of the State of California. All litigation arising out of, or relating to this Agreement, shall be brought in a State or Federal court in the County of Los Angeles, State of California. The Parties irrevocably agree to submit to the exclusive jurisdiction of such courts in the State of California and waive any defense offorum non conveniens. 19. ARBITRATION AND ATTORNEYS' FEES. If a dispute arises between the Parties which 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. 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 Vernon Gas and Electric Department Attention: Director 4305 Santa Fe Avenue Vernon, California 90058 21. AMENDMENTS. The Parties acknowledge and agree that any amendment to this Agreement shall be in writing and duty executed by the Parties. (SIGNATURE PAGE FOLLOWS] 26 IN WITNESS WHEREOF, the Parties hereto have duly caused this Agreement to be executed on their respective behalves by their duly authorized representatives. SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY By: FRED H. MASON President Attest: BILL D. CARNAHAN Assistant Secretary CITY OF VERNON By: Attest: 27 ATTACHMENT 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. Ancillary Documents. "Ancillary Documents" shall mean the Ancillary Documents as defined in the Power Purchase Agreement. 3. Annual Budget. The budget adopted by SCPPA pursuant to Section 5.4.1 of this Agreement not less than 30 Days nor more than 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. Balanciniz Agent. "Balancing Agent"shall have the meaning set forth in Section 9.5. 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. Ca aci . The ability or potential to generate, produce or transfer electricity, expressed in kilowatts ("kW") or megawatts ("MW"), including, when feasible, ancillary or regulating services or other valuable non-energy products or services from a generating facility. 8. Capacity Rights. "Capacity Rights"means the rights, whether in existence as of the Effective Date or arising thereafter during the term of this Agreement,to Capacity, resource adequacy, associated attributes and/or reserves or any of the foregoing associated with the electric generating capability of the Facility. 9. Commercial Operation. "Commercial Operation" shall have the definition set forth in the Power Purchase Agreement. 10. 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 applicable operating reserve account or the other Reserve Fund as a result of any Payment Default. A- I - 11. Consent Agreements. All consents to assignments and all agreements relating thereto entered into with any lender, financial institution or other Person for the purpose of consenting to the assignment of the rights or securing the obligations of the Power Purchase Provider under the Power Purchase Agreement, and all consents or agreements relating to a Change in Control under Section 14.7(e)of the Power Purchase Agreement. 12. Cure Period. That period of time beginning on the date of a Payment Default and concluding thirty(30) Days thereafter. 13. Cured Payment Default. A Payment Default which has been cured in accordance with Section 11.3 of this Agreement. If at any time during the Cure Period the Defaulting Purchaser is in Compliance, then the requirements of a Cured Payment Default shall be deemed to have been satisfied as of the date of receipt of such payments by SCPPA and the Cure Period shall expire. 14. Daily Delay Damages. Daily Delay Damages shall have the definition set forth in the Power Purchase Agreement. 15. Ray. "Day" means calendar Day unless otherwise specified herein. 16. 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. 17. Defaulting Purchaser. "Defaulting Purchaser" means Purchaser, where Purchaser has caused a Payment Default under Section 1 l.1 of this Agreement that has not been remedied or cured. 18. Defaulting SCPPA Participant. A Participant (not including Purchaser) that causes a Payment Default under its Power Sales Agreement that has not been remedied and where the Defaulting Participant has not been remedied or cured. 19. Delivery Output cost component. "Delivery Output cost component" is defined in Section 4.3.1. 20. Dynamic Scheduling. "Dynamic Scheduling" shall mean the automated scheduling of Energy from the Point of Delivery to Purchaser's control area or electric system, provided that said dynamic schedules adjust at four second intervals, or other intervals as specified by WECC, to match the amount of Energy actually delivered to the Point of Delivery from the Facility. 21. Energy. "Energy" shall have the same definition as in the Power Purchase Agreement. 22. Environmental Attributes. "Environmental Attributes" shall have the definition set forth in the Power Purchase Agreement. 23. Facili . "Facility" means all of the facilities and real and personal properties and resources and rights and interests, all as described or defined as the Facility in the Power Purchase Agreement. A-2- 24. Facility Output. All output, rights, and other tangible or intangible benefits derived from the Facility, whatsoever, including without limitation all Energy, Capacity Rights and Environmental Attributes, whether received by SCPPA under or pursuant to the Power Purchase Agreement or other applicable Project Agreement. 25. Fiscal Year. The twelve-month period commencing at 12:01 a.m. on July I 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. 26. Force Majeure. "Force Majeure" shall have the definition set forth in the Power Purchase Agreement. 27. Generator Interconnection Agreement. "Generator Interconnection Agreement" shall have the definition set forth in the Power Purchase Agreement. 28. Guaranteed Generation. "Guaranteed Generation" shall have the meaning provided in the Power Purchase Agreement. 29. 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. 30. 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. 31. Month. A calendar month. 32. Monthly Costs. "Monthly Costs" is defined in Section 4.5. 33. Moody's. "Moody's"shall mean Moody's Investor Services, Inc. 34. 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. 35. 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. 36. Participant Facility Output Cost Share. With respect to a particular SCPPA Participant, the percentage of SCPPA costs under this Agreement payable by such SCPPA Participant, as set forth for such Participant in Attachment B of this Agreement. A-3 - 37. Participant Facility Output Share. With respect to a particular Participant and during each Power Supply Year, the percentage entitlement, as set forth for such Participant in Attachment B of this Agreement, of the Facility Output delivered at the Point of Delivery. 38. Payment Default. A failure by the Purchaser to pay when due all of its Billing Statement for any Month. 39. 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. 40. Person. "Person" means any individual, corporation, partnership, joint venture, limited liability company, association, joint stock company, trust, unincorporated organization, entity, government or other political subdivision. 41. Point of Delivery. Point of Delivery shall have the definition set forth in the Power Purchase Agreement. 42. Power Purchase Agreement. The Power Purchase Agreement between Southern California Public Power Authority and Antelope DSR 1, LLC, dated as of , 2015, attached hereto as Attachment C, as the same may be amended from time to time. 41 Power Purchase and Security Agreements. The Power Purchase Agreement, the Ancillary Documents, and all other agreements associated with the Facility. The Power Purchase and Security Agreements 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. 44. Power Purchase Agreement General and Administrative cos; corn anent. "Power Purchase Agreement General and Administrative cost component" is defined in Section 4.3.2. 45. Power Purchase and Security Agreements cost com onent. "Power Purchase and Security Agreements cost component" is defined in Section 4.3.5. 46. Power Purchase Provider. Antelope DSR 1 LLC, as the counterparty to SCPPA under the Power Purchase Agreement, 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. 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 date upon which SCPPA first incurs or accrues costs associated with the issuance of the Bonds, (iii) 90 Days before the scheduled date for issuance of the Bonds, (iv)the date of Commercial Operation of the Facility, or (v)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. Proiect. The term "Project" means the Antelope DSR 1 Solar Project and shall be broadly construed to entail the aggregate of rights, liabilities, interests and obligations of SCPPA A-4 - pursuant to the Power Purchase and Security Agreements and the other Project Agreements, including but not limited to all associated rights, liabilities, interests and obligations; provided, that for purposes of this Agreement it shall be limited to those rights, liabilities, interests and obligations acquired or undertaken by SCPPA in the Power Purchase Agreement and the Project Agreements associated with that agreement. The term Project shall also include those rights, liabilities, interests or obligations necessary or appropriate to carry out the functions specified in Section 6 and to utilize or deliver the Energy of the Facility as specified in Section 9. 49. Project Agreements. Insofar as they pertain to this Project, any project management agreement, the Power Sales Agreements, each of the Power Purchase and Security Agreements, the Ancillary Documents or any other contracts for the purchase, procurement, delivery or transmission of Facility Output, or any other agreements for scheduling, dispatching, exchanging, tagging, movement or transmission of Facility Output, 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 Output Share under this Agreement. 52, Project Rights and Oblijzations. The Purchaser's Project Rights and obligations under the terms of this Agreement. 53. Reserve Fund cost component. "Reserve Fund cost component" is defined in Section 4.3.4. 54. 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. 55. S&P. "S&P" shall mean Standard& Poor's Financial Services LLC. 56. SCPPA Participants. Those entities executing a Power Sales Agreement, together in each case with each entity's successors or assigns, identified as "SCPPA Participants" in Attachment B of this Agreement. 57. Shortfall Damages. "Shortfall Damages" shall have the definition set forth in the Power Purchase Agreement 58. Startup and Test Energy. "Startup and Test Energy" shall have the definition set forth in the Power Purchase Agreement. 59. Step-Up Invoice. An invoice sent pursuant to Section 11.8.1 to a non-Defaulting Participants 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 A-5 - Participants for Total Power Costs reflected in the Defaulting SCPPA Participant(s) unpaid monthly Billing Statement. 60. 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, Dynamic Scheduling, transmitting, interconnecting, swapping, exchanging or other services associated with the transmission, use or disposition of facility Output 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 Output from the Point of Delivery to any other points or destinations, as determined by the Purchaser. Supplementary Services include but are not limited to delivery point swaps, stranded energy/transmission curtailments, tiepoint liquidity improvement, transmission loss savings, tiepoint price spread optimization, on-peak/off-peak exchanges, peak shifting exchanges, seasonal exchanges, and both simultaneous or non-simultaneous green energy exchanges. 61. Supplementary Services cost component. "Supplementary Services cost component" is defined in Section 4.3.3. 62. Total Power Costs. "Total Power Costs" has the meaning described in Section 4.3. 63. Transmission System. "Transmission System" shall have the meaning set forth in the Power Purchase Agreement. 64. 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. 65. WECC. The Western Electricity Coordinating Council or its successor. A-6- ATTACHMENT B* ANTELOPE DSR 1 SOLAR PROJECT POWER SALES AGREEMENT SCHEDULE OF SCPPA PARTICIPANTS, CAPACITY AMOUNTS, PARTICIPANT FACILITY OUTPUT SHARES, PARTICIPANT FACILITY OUTPUT COST SHARES PARTICIPANTS CAPACITY PARTICIPANT PARTICIPANT AMOUNTS FACILITY OUTPUT FACILITY OUTPUT (MW) SHARES COST SHARES I City of Riverside 25.0 MW 50.00% 50.00% City of Vernon 25.0 MW 50.00% 50.00% TOTAL 50.0 MW 100.00% 100.00% Attachment B may be revised in accordance with the provisions of Section 10.2 of this Agreement. B- 1 - ATTACHMENT C POWER PURCHASE AGREEMENT C- ] - POWER PURCHASE AGREEMENT BETWEEN ANTELOPE DSR 1, LLC AND SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY Dated as of July 16,2015 78956326 9 0081519-00016 ATTACHMENT C POWER SALES AGREEMENT TABLE OF CONTENTS Pale ARTICLE I DEFINITIONS AND INTERPRETATION.............................................................. 1 Section1.1 Definitions............................................................................................ 1 Section1.2 Interpretation......................................................................................24 ARTICLE 11 EFFECTIVE DATE, TERM, AND EARLY TERMINATION ............................25 Section2.1 Effective Date....................................................................................25 Section2.2 Term................ . .....................--...................,........ ........................26 Section2.3 Survivability................................................... ................-...............26 Section 2.4 Early Termination......................................-..............--.....................26 ARTICLE III DEVELOPMENT OF THE FACILITY...............................................................27 Section 3.1 CEQA Determinations.......................................................................27 Section3.2 General...............................................................................................28 Section 3.3 Site Confirmation...............................................................................28 Section 3.4 Subcontracts............. .......29 ................................................................... Section 3.5 Certification of Commercial Operation Date.....................................29 Section 3.6 Milestone Schedule............................................................................ 30 Section 3.7 Decommissioning and Other Costs.................................................... 31 ARTICLE IV OPERATION AND MAINTENANCE OF THE FACILITY.............................. 31 Section 4.1 General Operational Requirements...........-...... ................................31 Section 4.2 Operation and Maintenance Plan............................. 32 Section 4.3 After Purchase Option Notice................---....................................32 Section 4.4 Environmental Credits.......................................................................33 Section4.5 Outages .............................................................................................. 33 ARTICLE V COMPLIANCE DURING CONSTRUCTION OPERATIONS; SECURITY...... 34 Section5.1 Guarantees..........................................................................................34 Section 5.2 Buyers' Rights to Monitor in General ...............................................35 Section 5.3 Effect of Review by Buyer................................................................ 35 Section 5.4 Quality Assurance Program............................................................... 35 Section5.5 No Liens......... .................................................... ............................ 36 Section 5.6 Reporting and Information.............................................-.................. 36 Section 5.7 Performance Security...................................-..........................,,,,..,,,, 36 ARTICLE VI PURCHASE AND SALE OF PRODUCT..................... ............... 38 Section 6.1 Purchases by Buyer............................................................................38 Section 6.2 Third Party Sales................................................................................ 39 Section 6.3 Buyers' Failure................................................................................... 39 Section 6.4 Nature of Remedies............................................................................40 ARTICLE VII TRANSMISSION AND SCHEDULING; TITLE AND RISK OF LOSS .........40 Section7.1 In General...........................................................................................40 78956326.9 0081519-00016i ATTACHMENT C POWER SALES AGREEMENT TABLE OF CONTENTS (continued) Palm- Section 7.2 Scheduling Coordinator; CAISO Cost Allocation.............................40 Section 7.3 Forecasting and Scheduling of Energy................................::::.:........41 Section7.4 Curtailment ........................................................................................43 Section7.5 No Payment........................................................................................44 Section 7.6 Title; Risk of Loss..............................................................................44 Section 7.7 RPS and EPS Compliance .................................................................45 ARTICLE VIII ENVIRONMENTAL ATTRIBUTES................................................................45 Section 8.1 Transfer of Environmental Attributes................................................45 Section 8.2 Reporting of Ownership of Environmental Attributes.......................46 Section 8.3 Environmental Attributes...................................................................46 Section8.4 WREGIS............................................................................................46 Section 8.5 Further Assurances.............................................................................47 ARTICLE IX MAKEUP OF SHORTFALL ENERGY..............................................................47 Section 9.1 Makeup of Shortfall...........................................................................47 Section 9.2 Replacement Product.........................................................................47 Section 9.3 Shortfall Damages......................................................................... ...48 Section 9.4 Availability Requirement............... Section 9.5 Shortfall Energy Ten-nination............................................................48 ARTICLE X CAPACITY RIGHTS .............................................. . ........................................ .48 Section 10.1 Capacity Rights..................................................................................48 Section 10.2 Covenant Regarding Capacity Rights................................................48 Section 10.3 Further Assurances.............--.........---...... ........ .........48 ARTICLE XI BILLING; PAYMENT; AUDITS; METERING; ATTESTATIONS; POLICIES.........................................................................................................49 Section 11.1 Billing and Payment...........................................................................49 Section 11.2 Calculation of Energy Delivered; Invoices and Payment..................49 Section 11.3 Disputed Invoices............................................................................... 50 Section 11.4 Right of Setoff..................................... 50 Section 11.5 Records and Audits......................................................................... 50 Section 11.6 Electric Metering Devices..................................................................51 Section11.7 Taxes..................................................................................................52 ARTICLE XIi REPRESENTATIONS, WARRANTIES AND COVENANTS......................... 53 Section 12.1 Representations and Warranties of Buyer..........................................53 Section 12.2 Representations and Warranties of Seller..........................................53 Section 12.3 Covenants of Seller Related to Site Control Documents...................55 Section 12.4 Covenants of Seller to Provide Monthly Attestations........................ 58 Section 12.5 Additional Covenants of Seller..........................................................58 Section 12.6 Storage Technology........................................................................... 59 78956326 9 0081519-0001611 ATTACHMENT C POWER SALES AGREEMENT TABLE OF CONTENTS (continued) Page ARTICLE XIII DEFAULT; TERMINATION AND REMEDIES; PERFORMANCE DAMAGE...................................................................... ................................. 60 Section13.1 Default................................................................................................60 Section13.2 Default Remedy.................................................................................61 Section 13.3 Cure Rights of Facility Lender..........................................................62 Section 13.4 Termination for Default.............................................................__...62 ARTICLE XIV MISCELLANEOUS.................................. Section 14.1 Authorized Representative................................................................. 64 Section14.2 Notices .................................................----..........................................64 Section 14.3 Dispute Resolution........___...............................................................64 Section 14.4 Further Assurances; Change in Electric Market Design.................... 65 Section 14.5 No Dedication of Facilities................................................................ 65 Section14.6 Force Majeure..... .__...................... .................................... ......... 65 Section 14.7 Assignment of Agreement................................................................. 67 Section14.8 Ambiguity..................................................................-....................... 69 Section 14.9 Attorneys' Fees& Costs....................................................................69 Section 14.10 Voluntary Execution..........................................................................69 Section 14.11 Entire Agreement; Amendments........................................................69 Section14.12 Governing Law.............._................................................................ 69 Section14.13 Venue........... ....................................................................................69 Section 14.14 Execution in Counterparts................................................... _........... 69 Section 14.15 Effect of Section Headings................................................................ 70 Section 14.16 Waiver; Available Remedies............................................................. 70 Section 14.17 Relationship of the Parties................................................................. 70 Section 14.I8 Third Party Beneficiaries................................................................... 70 Section 14.19 Indemnification; Damage or Destruction; Insurance; Condemnation; Limit of Liability...................................................... 70 Section14.20 Severability........................................................................................ 72 Section 14.21 Confidentiality ,...._ ................................_......___......................_ 72 Section 14.22 Mobile-Sierra..................................................................................... 74 Section 14.23 Taxpayer Identification Number(TIN) ............................................. 74 Section 14.24 Service Contract................................................................................. 74 Section 14.25 Right of First Offer and Right of First Refusal.................................. 75 78956326 9 0081519-00016iii ATTACHMENT C POWER SALES AGREEMENT Appendices APPENDIX A-1 CONTRACT PRICE APPENDIX A-2 CONTRACT PRICE SCHEDULE APPENDIX B-1 FACILITY, PERMITS, AND OPERATOR APPENDIX B-2 MAP OF FACILITY APPENDIX C ANNUAL CONTRACT QUANTITY APPENDIX D FORM OF ATTESTATION APPENDIX E FORM OF LETTER OF CREDIT APPENDIX F INSURANCE APPENDIX G QUALITY ASSURANCE PROGRAM APPENDIX H QUALIFIED OPERATORS APPENDIX I MILESTONE SCHEDULE APPENDIX J BUYER AND SELLER BILLING, NOTIFICATION AND SCHEDULING CONTACT INFORMATION APPENDIX K FORM OF OPTION AGREEMENT APPENDIX L-1 FORM OF CONSTRUCTION START DATE CERTIFICATION APPENDIX L-2 FORM OF COMMERCIAL OPERATION DATE CERTIFICATION APPENDIX M-I [RESERVED] APPENDIX M-2 [RESERVED] APPENDIX N SITE CONTROL DOCUMENTS APPENDIX O FORM OF STORAGE OPTION AGREEMENT SCHEDULES SCHEDULE 12.2(h) STRUCTURE OF PARENT ENTITIES iv ATTACHMENT C POWER SALES AGREEMENT POWER PURCHASE AGREEMENT PARTIES THIS POWER PURCHASE AGREEMENT (this "Agreemenf'), dated as of this 16th day of July, 2015, is being entered into by and between the SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY ("Buyer"), a joint powers agency and a public entity organized under the laws of the State of California and created under the provisions of the California Joint Exercise of Powers Act found in Chapter 5 of Division 7 of Title I of the Government Code of the State of California, beginning at California Government Code Section 6500, et. seq., ("Act") and the "Southern California Public Power Authority Joint Powers Agreement" entered into pursuant to the provisions of the Act among Buyer and Buyer's members, dated as of November 1, 1980, and ANTELOPE DSR 1, 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, in 2014, Buyer issued a request for proposals ("RFP") to acquire renewable energy resources; and WHEREAS, sPower, an affiliate of Seller, responded to Buyer's RFP on behalf of its wholly-owned subsidiary, Seller, and, following negotiation, Seller has agreed to sell to Buyer, and Buyer has agreed to purchase from Seller, certain renewable energy, capacity rights and associated environmental attributes for the purchase price set forth in Appendix A hereto; 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: "Act"has the meaning set forth in the preamble of this Agreement. - l - 78956326 9 0081519-00016 A TTACHMENT C POWER SALES AGREEMENT "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 the Option Agreement, Storage Option Agreement, all agreements and other documents included in the Performance Security, and all other instruments, agreements, certificates and documents executed or delivered by or on behalf of Buyer or any Seller Party pursuant to or in connection with any thereof or this Agreement. "Annual Contract Quantity" means, for each Contract Year, the number of MWh set forth on Appendix C. "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. "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. - 2 - 78956326 9 00915 19-000 16 ATTACHMENT C POWER SALES AGREEMENT "Bankruptcy Code" means Title I 1 of the United States Code entitled "Bankruptcy", as now and hereafter in effect. "Bond Portion"has the meaning set forth in Section 5.7(b). "Brown Act" has the meaning set forth in Section 14.21(d). "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. "Cal-OSHA" means the California Occupational Safety & Health Administration. "CAISO"means the California Independent System Operator. "CAISO Costs" means (i)all current and future costs, expenses, fees, charges, credits and other amounts assessed by the CAISO to Seller or to Buyer in connection with the Facility and (ii) any and all costs, expenses, fees, charges and other amounts incurred in connection with performing Scheduling services, settlement services and serving as the Scheduling Coordinator. For the avoidance of doubt, CAISO Costs include any and all fees, costs and charges that come into existence for integration of the Facility (by virtue of its being an intermittent solar resource) into the CAISO Grid and any imbalance costs, expenses and charges. "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. "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 that the Facility is an eligible renewable energy resource in accordance with RPS Law. - 3 - 78956326.9 00815]9-00016 A TTACHMENT C POWER SALES AGREEMENT "CEC Performance Standard" means, at any time, the applicable greenhouse gas emissions performance standard in effect at such time for electric generation 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 from such facilities, as established by the CEC or other Governmental Authority having jurisdiction over Buyer. "'CEQA" means the California Environmental Quality Act, California Public Resources Code §§ 21000, et seq. "CEQA Acceptability Notice" has the meaning set forth in Section 3.1. "CEQA Determinations" means that: (a) The lead agency conducting the review of the Facility as required under CEQA shall have (i) reviewed and approved the CEQA Documents, (ii) issued a final land use entitlement or other discretionary permit for the Facility, and(iii) filed a Notice of Determination in compliance with CEQA; (b) Buyer, acting as a responsible agency under CEQA, shall have provided to Seller the CEQA Acceptability Notice; and (c) 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 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 a draft environmental impact report, mitigated negative declaration or equivalent document prepared by or relied upon by the lead agency in approving Permits for the Facility. "CEQA Unacceptability Notice" has the meaning set forth in Section 3.1. "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, of any one or more of the following: (i)a merger or consolidation of Seller or any Parent Entity with or into any other Person or any other reorganization in which the members of Seller or any Parent Entity 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 control 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 Parent Entity, or the power to control the management and policies of Seller or any Parent Entity is transferred to another Person, (iii) a sale, lease, or other disposition of all or substantially all of the assets of Seller or any Parent Entity, (iv) the dissolution or liquidation of Seller or any Parent Entity, 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 any transaction or series of -4 - 78956326 9 00815 19-000[6 ATTACHMENT C POWER SALES AGREEMENT transactions in which membership or equity interests in Seller or a Parent Entity are issued or transferred to another Person solely for the purpose of a Tax Equity Financing. "Change in Law" means a material change to any WREGIS standards, rules, or requirements, or 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, permit, certificate, authorization, or approval of a Governmental Authority, including the adoption of any new law, resolution, standard, code, rule, ordinance, directive, regulation, order, judgment, decree, ruling, determination, permit, certificate, authorization, or approval. "Closing" means the consummation of the transactions (a) under the Option Agreement or (b)with respect to a sale pursuant to Buyer's exercise of the Right of First Offer or Right of First Refusal. "Commercial Operation"means all of the following have occurred: (a) Construction of the Facility has been completed in accordance with the terms and conditions of this Agreement, "substantial completion" under the relevant construction contracts has been achieved, and the Facility possesses all of the characteristics and satisfies all of the requirements set forth for the Facility in this Agreement; (b) The Facility has successfully completed all testing required by Prudent Utility Practices or any Requirement of Law to operate the Facility; (c) Seller has delivered to Buyer a certificate of an independent engineer substantially in the form attached hereto of Appendix L-2; (d) Seller has obtained all Permits (including the CEQA Determinations) required for the construction, operation and maintenance of the Facility in accordance with this Agreement, including the Permits identified on Appendix B-1, and all such Permits are final and non-appealable; (e) Seller has entered into an agreement providing for the operation and maintenance of the Facility with a Qualified Operator; (f) Buyer has received the Delivery Term Security as provided in Section 5.7 in a form reasonably acceptable to Buyer; (g) The Facility is both authorized and able to operate and deliver Energy at the Contract Capacity in accordance with the Generator Interconnection Agreement, Prudent Utility Practices, the Requirements, and all Requirements of Law;provided that the Facility need not be CEC Certified as a condition to achieving Commercial Operation; (h) Provided that Buyer, in its role as Scheduling Coordinator, has submitted all required information for the FCDS Finding in a timely manner to the CAISO, Seller has provided notice from the CAISO that the Facility has completed startup testing and has been approved by the CAISO to commence operations and Seller has provided evidence reasonably - 5 - 78956326 9 0031519-00016 ATTACHMENT C POWER SALES AGREEMENT satisfactory to Buyer that the Seller has obtained a Full Capacity Deliverability Status Finding; and (i) Seller has obtained [nsurance coverage for the Facility as required by Appendix F. "Commercial Operation Date" means the date on which Commercial Operation of the Facility occurs, as determined pursuant to Section 3.5. "Conditional Use Permit" means the conditional use permit for the Facility to be issued by the City of Lancaster, California. "Confidential Information"has the meaning set forth in Section 14.21(a). "Construction Start Date" means the date on which Seller delivers to Buyer a written certification substantially in the form attached hereto as Appendix L-l. "Contract Capacity" means 50 MW, as measured by the sum of inverter nameplate capacity. "Contract Price" means, for any period of time, the Contract Price set forth in Appendix A. "Contract Year" means (a)with respect to the first (1 st) Contract Year, the period beginning on the Commercial Operation Date and extending through December 31 of the calendar year in which the Commercial Operation Date occurs, (b) with respect to the second (2nd) through the twentieth (20th) Contract Years, the applicable calendar year, and (c) with respect to the twenty first (21 st) Contract Year, the period beginning on January 1 of the applicable calendar year and extending through the day before the anniversary of the Commercial Operation Date. "Costs" has the meaning set forth in Section 13.4( iii . "Cover Damages" has the meaning set forth in Section 6.3. "CPRA"has the meaning set forth in Section 14.21(d). "Curtailment Period" means a period of time during the Delivery Term during which the generation of Facility 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) over-generation or any other 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. For the avoidance of doubt, the term "Curtailment - 6 - 78956326 9 0081519-00016 ATTACHMENT C POWER SALES AGREEMENT Period" shall not include curtailments directed by CAISO for economic reasons or any curtailment by Buyer pursuant to Section 7.4(b). "Daily Delay Damages" means the liquidated damages specified in Section 3.6(c) and Section 3.6(d). "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. "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). "Dispute" has the meaning set forth in Section 14.3(a). "Dispute Notice" has the meaning set forth in Section 14.3(a). "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, or (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 electing to terminate any relationship with such Person pursuant to directives from any Governmental Authorities applicable to Buyer. "Early Termination Date"has the meaning set forth in Section 13.4(a). "EEI" means Edison Electric Institute. "Effective Date" means the date on which Buyer executes this Agreement. "EIRP Forecast" means the final forecast of the Energy to be produced by the Facility prepared by the CAISO in accordance with the Eligible Intermittent Resources Protocol for use in submitting a Schedule for the output of the Facility in the Real-Time Market, and if such forecast is not available, the final forecast for the Energy in the Day-Ahead Market. "Electric Metering Devices" means all meters, metering equipment, and data processing equipment used to measure, record, or transmit data relating to the Facility Energy. Electric Metering Devices include the metering current transformers and the metering voltage transformers. "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. - 7 - 78956326 9 0081519-00016 A TTACHMENT C POWER SALES AGREEMENT "Energy" means electrical energy. "Enforceability Opinion" means an executed original of a written legal opinion from counsel for Seller (such counsel to be reasonably acceptable to Buyer), concerning this Agreement and the Ancillary Documents (including enforceability and due authorization thereof) and related matters, in form and substance satisfactory to Buyer and its counsel, dated as of the Effective Date and addressed to Buyer. "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 by the Facility during the Delivery Term or Replacement Energy required to be delivered by Seller to Buyer during the Delivery Term and (ii) the emissions or other environmental characteristics of such generation or such 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, 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 Energy produced from the Facility and do not include (a) investment tax credits, any local, state or federal production tax credits, depreciation deductions or other tax credits providing a tax benefit to Seller or any other Person based on an ownership or security interest in the Facility, (b)any other depreciation deductions and benefits, and other tax benefits arising from ownership of the Facility and (c)cash grants or other financial incentives from any local, state or federal government available to Seller with respect to the Facility. "Environmental Attributes Value" means the value of Environmental Attributes purchased by Buyer under this Agreement, stated in $/MWh, determined based on a Renewable Energy Credit pricing index that has been mutually agreed upon by Seller and Buyer or, if such index is not available, the value of the Environmental Attributes as determined by the average of three (3) nationally-recognized broker quotes for Environmental Attributes that meet the - g_ 78956326 9 0081519-00016 ATTACHMENT C POWER SALES AGREEMENT definition of Environmental Attributes set forth in this Agreement; provided that such index pricing or broker quotes shall relate to Environmental Attributes that are derived from comparable vintage and generation technology as the Environmental Attributes that are being replaced, and are from a generator that qualifies as an "eligible renewable energy resource" within the meaning of the RPS Law at the time of such pricing or broker quotes, as applicable. "Environmental Compliance Milestone" means (a) Seller has obtained the CEQA Determinations and is in compliance with any mitigation plans, monitoring programs or other requirements associated therewith, and the applicable period for any legal challenges to any action by either the lead agency or any responsible agency under CEQA has expired without any such challenge having been filed, or in the event of any such challenge, the challenge has been determined adversely to the challenger by final judgment or settlement; (b) Buyer has received a true, correct and complete copy of the Conditional Use Permit; and (c) Buyer has received true, correct and complete copies of all documents relating to the environmental condition of the Site in form, scope and substance reasonably satisfactory to Buyer, including any Phase I ESA prepared relative to Site. "EPA" means the United States Environmental Protection Agency. "EPC Contractor" means an engineering, procurement, and construction contractor, or if not utilizing an engineering, procurement and construction contractor, the entity 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 of facility as the Facility. "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;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 Section 5.7(a). "Excess Energy" means, in any Contract Year, Facility Energy delivered in excess of one hundred and fifteen percent (l 15%) of the Annual Contract Quantity for such Contract Year, which deliveries shall be verified in invoices provided by Seller as set forth in Section 11.2(a). "Facility" means the 50 MW solar photovoltaic power generating facility described in Appendix B-1 and depicted on Appendix B-2, including all property interests and related transmission and other facilities. - 9 - 78956326 9 0081519-00016 ATTACHMENT C POWER SALES AGREEMENT "Facility Assets" has the meaning set forth in Section 14.25(a , as further defined in the Option Agreement. "Facility Cost" means, measured as of any date, the aggregate amount of all costs and expenses incurred by Seller during the Agreement Term 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, suppliers, equipment, tools, transportation, supervision, storage, training, demolition, site preparation, civil works, and remediation in connection therewith, (b) the cost of acquiring and maintaining the Site Control Documents, (c) real and personal property taxes, ad valorem taxes, sale, use, and excise taxes, and insurance (including title insurance) premiums payable with respect to the Facility, (d) initial working capital requirements of the Facility, (e) the cost of acquiring the Permits for the Facility, (f) the cost of establishing a spare parts inventory for the Facility, and (g) financial, legal, and consulting fees, costs, and expenses. "Facility Debt" means, measured as of any date, the payment obligations of Seller in connection with borrowed money, including (a) principal of and premium and interest on indebtedness, (b) fees, charges, penalties, and expenses related to indebtedness, (c) amounts due upon acceleration or in connection with prepayment or restructuring of indebtedness, and (d)swap or interest rate hedging breakage costs. For the sake of clarity, Facility Debt does not include any Tax Equity Financing. "Facility Energy" means Energy generated by the Facility, less station load and transmission losses to the Point of Delivery, as measured by CAISO-approved Electric Metering Devices. "Facility Lender" means any financing party or Tax Equity Investor providing senior or subordinated construction, interim or long-term debt or equity financing or refinancing for or in connection with the development, construction, purchase, installation or operation of the Facility, including in connection with any Tax Equity Financing, any trustee or agent acting on their behalf, and any Person providing interest rate protection agreements to hedge any of the foregoing debt obligations. For the sake of clarity, Facility Lender does not include any Tax Equity investor in its capacity as a Tax Equity Investor, but only includes a Tax Equity Investor that provides Facility Debt and then only in such Tax Equity Investor's capacity as the provider of such Facility Debt. "Facility Lender Consent" has the meaning set forth in Section 13.3. "FERC" means the Federal Energy Regulatory Commission. "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 emergency reasons or conditions in which the Facility, or any portion thereof, is unavailable due to unanticipated failure, including as a result of Force Majeure. - 10 - 78956326 9 0081519-"16 ATTACHMENT C POWER SALES AGREEMENT "Full Capacity Deliverability Status" or "FCDS" has the meaning set forth in the CAISO Tariff. "Full Capacity Deliverability Status Finding" or "FCDS Finding" means (a) Seller has elected Full Capacity Deliverability Status for the Facility and such election is acknowledged by the interconnection provider and CAISO in the Generator Interconnection Agreement, (b) all network and transmission upgrades required in the Generator Interconnection Agreement and associated studies or reports to achieve FCDS have been constructed and placed in service and (c) the Facility's Net Qualifying Capacity (as defined in the CAISO Tariff) has been confirmed in writing by CAISO; provided that, if the Tehachapi Renewable Transmission Project, as defined in the Facility interconnection studies ("TRTP"), is not in service by the date when all requirements for the "Commercial Operation Date" other than the FCDS Finding requirement have been met, then clauses (b) and (c) in this definition shall not apply, if, for each billing cycle until TRTP is placed in service and all other conditions set forth in this definition of Full Capacity Deliverability Status Finding have been satisfied, Seller offers a bill credit in the amount of $7.00 per M Wh delivered, pro-rated for partial deliverability amounts. By way of example only, if at the Commercial Operation Date only 25% of the Contract Capacity has qualified for deliverability status, then 75% of the Facility Energy shall receive the $7.00 per M Wh credit. "GAAP" means generally accepted accounting principles set forth in opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as may be approved by a significant segment of the accounting profession, in each case as the same are applicable to the circumstances as of the date of determination. "Gains" has the meaning set forth in Section 13.4(fl(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, 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. "Guaranteed Commercial Operation Date"means December 31, 2016. "Guaranteed Generation" means, with respect to each Contract Year, eighty percent (80%) of the Annual Contract Quantity for such Contract Year, which amount shall be reduced - 11 - 78956326 9 0081519-00016 ATTACHMENT C POWER SALES AGREEMENT by the aggregate amount of Deemed Generated Energy during all Seller Excused Hours during such Contract Year. "IEEE" means the Institute of Electrical and Electronics Engineers. "Indemnitees" has the meaning set forth in Section 14.19(a). "Independent Manager" means a manager who is not at the time of initial appointment, or at any time while serving as Independent Manager, and has not been at any time during the preceding five (5) years: (i) a member, stockholder, equity holder, director, manager (except as the Independent Manager of Seller), officer, employee, partner, attorney or counsel of Seller, any member of Seller, or any Affiliate of Seller; (i i)a customer, supplier or other Person who derives any of its purchases or revenues from its activities with Seller, any member of Seller, or any Affiliate of Seller (other than for serving as Independent Manager of Seller), (iii) a Person controlling or under common control with any such stockholder, equity holder, partner, manager, customer, supplier or other like Person, or (iv) a member of the immediate family of any such member, stockholder, equity holder, director, officer, employee, manager, partner, customer, supplier or other like Person. "Insurance" means the policies of insurance as set forth in Appendix F. "Interest Rate" has the meaning set forth in Section 11.3. "ISA" means the Instrument Society of America. "Key Milestone" means a Milestone for which liquidated damages are provided in Appendix I. "Land Lease" means an agreement to be entered into for Seller to use real estate as described in Appendix , in a form acceptable to both Parties, such acceptance not to be unreasonably withheld, conditioned, or delayed. "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. "Lied"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. "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, - 12 - 78956326.9 00815 1 9-000 16 ATTACHMENT C POWER SALES AGREEMENT and that are associated with the electric generating capability of the Facility. "Locational Marginal Price" or "LMP" has the meaning set forth in Appendix C of the CAISO Tariff. "Losses"has the meaning set forth in Section 13.4 ii . "Major Maintenance Blockout" has the meaning set forth in Section 4.5(a). "Milestone" has the meaning set forth in Section 3.6(a). "Milestone Date"has the meaning set forth in Section 3.6(a). "Moody's" means Moody's Investor Services, Inc. "Month" means a calendar month commencing at 00:00 Pacific Prevailing Time on the first day of such month and ending at 24:00 Pacific Prevailing Time on the last day of such month. "MW" means megawatt in alternating current, or ac. "MWh"means megawatt-hours. "NERC" means the North American Electric Reliability Corporation. "Non-Defaulting Party" has the meaning set forth in Section 13.4(a). "Notice of Proposed Third Party Sale" has the meaning set forth in Section 14.25(c). "Notifying Party"has the meaning set forth in Section 14.3(a). "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. "Option Agreement" means that certain Option Agreement to be entered into by the Parties, substantially in the form set forth on ARpendix K. .'OSHA" means the Occupational Safety and Health Administration of the United States Department of Labor. "Outside Commercial Operation Date" means March 31, 2017, which date may be extended only pursuant to Section 3.6(b). "Pacific Prevailing Time" means the local time in the State of California. "Parent Entity" means each of sPower Finco 5, LLC, a Delaware limited liability company and sPower Solar Holdings LLC, a Delaware limited liability company. - 13 - 78956326 9 0081519-00016 ATTACHMENT C POWER SALES AGREEMENT "Participating Intermittent Resource" has the meaning set forth in the CAISO Tariff. "Participating Intermittent Resource Program" or"PIRP" means the rules, protocols, procedures and standards for Participating Intermittent Resources under CAISO's Eligible Intermittent Resource Protocol, as may be amended from time to time, as set forth in the CAISO Tariff, and any replacement or successor program. "Participating Members" means the City of Riverside and the City of Vernon. "Party" or`Parties" has the meaning set forth in the preamble of this Agreement. "Performance Security" means the Project Development Security or Delivery Term Security for the Facility, together or individually, as applicable. "Permits" means all applications, 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, submitted, obtained or maintained 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 Facility 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, Conditional Use Permit, CEQA Determinations 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 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, and (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 risk of the sale, forfeiture, loss or restriction on use of the Facility or any part thereof. "Person" means any individual, corporation, partnership, joint venture, limited liability company, association, joint stock company, trust, unincorporated organization, entity, government or other political subdivision. "Phase 1 ESA" means an environmental study prepared in accordance with ASTM E1527-13 (Standard Practice for Environmental Site Assessment: Phase 1 Environmental Assessment Process) with respect to the Site to be prepared by a consultant acceptable to Buyer and delivered to Buyer that demonstrates there are no recognized environmental conditions with respect to the Site that could have an adverse impact on the Facility or the ability of Seller to perform its obligations under this Agreement. - 14 - 78956326 9 0081519-00016 ATTACHMENT C POWER SALES AGREEMENT "Pnode Price" means the locational marginal price of the Facility's pnode, as determined by the CAISO. For the avoidance of doubt, the Pnode Price shall not include the value of any Environmental Attributes or Capacity Rights, if any. "Point of Delivery" means the CAISO Pricing Node (as defined in the CAISO Tariff) to be established by CAISO at the 220kV bus of Southern California Edison Company's Antelope Substation and to be identified by notice from Seller to Buyer prior to the Commercial Operation Date, provided that in the case of Replacement Product, an alternative delivery point may designated in accordance with Section 9.2. "Pre-Certification Period" has the meaning set forth in Section 6.1(d). "Present Value Rate" means, at any date, the sum of 0.50% plus the yield reported on page "USD" of the Bloomberg Financial Markets Services Screen (or, if not available, any other nationally-recognized trading screen reporting on-line intraday trading in United States government securities) at 1 1:00 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 Facility 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. The 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). "Project Purchase Option" means the right, but not the obligation, of Buyer, in its sole discretion, to purchase the Facility and certain related assets from Seller in accordance with the provisions of the Option Agreement. "Proposed Purchase Notice"has the meaning set forth in Section 14.25(b). "Proposed Sale Notice" has the meaning set forth in Section 14.25(b). "Prudent Utility Practices" means those practices, methods, and acts, that are commonly used by a significant portion of the solar-powered electric generation industry in prudent engineering and operations to design, construct, and operate and maintain electric equipment (including solar-powered 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 acceptable practices, methods, and acts generally accepted in the industry. "Public Utilities Code" means the Public Utilities Code of the State of California, as may be amended from time to time. - 15 - 78956326 9 0081519-00016 ATTACHMENT C POWER SALES AGREEMENT "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. "QRE"has the meaning set forth in Section 8-4. "Qualified Bond Issuer" means a Person (a) acceptable to Buyer or (b) that is admitted in California and is rated "A"or higher by A.M. Best Company, Inc. "Qualified Buyer Assignee" means (a)a Participating Member or any other non- participating member of Buyer or (b) a third party Person that is rated (1) "AT' 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, or (3)equivalent ratings by any other credit rating agency of recognized national standing. "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) "AT' 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)"AT' 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) a Person reasonably acceptable to Buyer that has at least three (3) years of operating experience with at least two (2) utility-scale solar projects of 10 MW ac or higher, (b) any Person identified on Appendix H or any such Person's Affiliates, or (c) any other Person reasonably acceptable to Buyer. "Qualified Transferee" means a Person that (a) maintains a current long-term credit rating (corporate or long-term senior unsecured debt)of(i) "AY 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)"AY or higher by Moody's, or "A-" 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 and 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), or (b) is reasonably acceptable to Buyer and in each case, (c) 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, Option Agreement and the Storage Option Agreement. "Quality Assurance Program" has the meaning set forth in Section 5.4. "Real-Time Market" has the meaning set forth in the CAISO Tariff. - 16 - 78956326 9 009[519-00016 ATTACHMENT C POWER SALES AGREEMENT "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 one (1) MWh of Energy 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). "Remedial Action Plan" has the meaning set forth in Section 3.6(a). "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. "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 produced by a facility other than the Facility that, at the time delivered to Buyer, is (i) both RPS Compliant and EPS Compliant, (ii) qualifies under RPS law, and (iii) includes Environmental Attributes that have the same or comparable value, including with respect to the timeframe for retirement of such Environmental Attributes, if any, as the Environmental Attributes that would have been generated by the Facility during the Contract Year for which the Replacement Energy is being provided. "Replacement Price" means the price at which Buyer, acting in a commercially reasonable manner, purchases Replacement Product, or, absent such a purchase, (a) the Pnode Price, plus (b) the price of the Environmental Attributes that would have been generated by the Facility valued at the Environmental Attributes Value, plus (c) the value of Capacity Rights, if any, equivalent to those that would have been provided by the Facility, whether sold separately or bundled as a package, in each case, for the calculation period, all as reasonably calculated by Buyer. "Replacement Product" means (a) Replacement Energy, and (b) Replacement Capacity Rights. "Requirements" means, collectively, (a) any standards or requirements of ASTM, ASME, AWS, EPA, EEI, IEEE, ISA, 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. "Requirement of Law" means 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, permit, certificate, authorization, or - 17 - 78956326 9 0081 5 19-00016 ATTACHMENT C POWER SALES AGREEMENT approval of a Governmental Authority, including those pertaining to electrical, building, zoning, environmental and occupational safety and health requirements. "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 or another RPS Compliant eligible renewable resource providing Replacement Product. "RFP" has the meaning set forth in the recitals to this Agreement. "Right of First Offer" and "ROFO" have the meaning set forth in Section 14.25(a). "Right of First Refusal" and"ROFR" have the meaning set forth in Section 14.25(b). "RPS Compliance" or"'RPS Compliant" means, when used with respect to the Facility 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 I" eligible renewable resource, or equivalent if the RPS Law is changed, under the RPS Law. .'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 Standard Program, Article 16 of Chapter 2.3, Division 1 of the Public Utilities Code, California Public Resources Code § 25740 through 25751, any related regulations or guidebooks promulgated by the CEC or, as applicable, the PUC or its successor or equivalent state or federal programs. "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 Facility Energy and Replacement Product expected to be delivered consistent with the Scheduling interval at the Point of Delivery on any given date 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 4.5(a). "Scheduling Coordinator" has the meaning set forth in the CAISO Tariff. "Seller" has the meaning set forth in the preamble of this Agreement. - 18 - 78956326 9 0081519-00016 ATTACHMENT C POWER SALES AGREEMENT "Seller Excused Hour" means an hour during which, Seller is unable to produce or deliver Facility Energy from the Facility as a result of(a)curtailments, as set forth in Section 7.4, (b) Buyer's unexcused failure to accept Scheduled Energy, or(c) Force Majeure. "Seller Party" means each of Seller and all other Persons, excluding Buyer, executing any Ancillary Document. "Settlement Statement" has the meaning set forth in the CAISO Tariff. "Shared Facilities Agreement" means an agreement to be entered into for Seller to use the interconnection facilities described in the Interconnection Agreement of Q667, in a form acceptable to both Parties, such acceptance not to be unreasonably withheld, conditioned., or delayed. "Shortfall Energy"has the meaning set forth in Section 9.I. "Shortfall Damages" has the meaning set forth in Section 9.3. "Shortfall Makeup Period" means the Contract Year following 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 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, the Option Agreement and the Storage Option Agreement. "Site Control Documents" means the real property leases and easements for the Site that together establish Site Control, including (a) each Land Lease, (b) the Shared Facilities Agreement, and (c) the documents listed on Appendix N. "Site Control Key Milestone" means the Key Milestone requiring Seller to achieve Site Control by the Milestone Date therefor. "SP-15 Price"means the CAISO SP-15 Trading Hub Day-Ahead Market hourly LMP, as published by the CAISO. For the avoidance of doubt, the SP-15 Price shall not include the value of any Environmental Attributes or Capacity Rights, if any. "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 (without the prior written consent of Buyer) (i) engage in any dissolution, liquidation, consolidation or merger with or into any other business entity, (ii) - 19 - 78956326 9 0081519-00016 ATTACHMENT C POWER SALES AGREEMENT acquire by purchase or otherwise all or substantially all of the business or assets of or beneficial interest in any other entity, (iii)transfer, lease or sell, in one transaction or any combination of transactions, all or substantially all of its properties or assets, except to the extent permitted herein, (iv) modify, amend or waive in any material respect any provisions of its organizational documents related to its status as a Special Purpose Entity, or (v) terminate its organizational documents or its qualifications and good standing in California or Delaware. (b) its organizational documents do and will limit its activities to acquiring, developing, owning, holding, selling, leasing, transferring, exchanging, managing and operating the Facility, entering into 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, ownership, management or operation of the Facility; (d) has not had, does not have and will not have, any assets other than those related to the Facility; (e) has held itself out 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; provided that (for the avoidance of doubt) the foregoing shall not restrict Parent Entity or any other Seller Affiliate from identifying its indirect relationship to the Facility through Seller; (f) will maintain its financial statements, bank accounts, accounts, books, resolutions, agreements and records 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 or is otherwise not required to file separate tax returns under applicable law); (g) has held itself out and identified itself and will hold itself out and identify itself as a separate and distinct entity under its own name or in a name franchised or licensed to it by an entity other than an Affiliate of Seller and (except for tax purposes) not as a division, department or part of any other Person; (h) 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; (i) has not made and will not make loans or advances to any Person or hold evidence of indebtedness issued by any other Person (other than cash and investment securities)or made any fraudulent conveyances to any Person; 6) has not identified and will not identify its members, or any Affiliate of any member, as a division or department or part of it, and has not identified itself and shall not identify itself as a division or department of any other Person; (k) has not entered into or been a party to, and will not enter into or be a party to, any material transaction with its members or Affiliates, except in the ordinary course - 20 - 78956326 9 0081519-00016 ATTACHMENT C POWER SALES AGREEMENT of its business and on terms which are commercially reasonable and are no less favorable to it than would be obtained in a comparable arm's-length transaction with an unrelated third party (it being acknowledged that Seller has entered into or may enter into a Land Lease or Shared Facilities Agreement with a Seller Affiliate); (1) has not had and will not have any obligation to indemnify, and has not indemnified and will not indemnify its managers, members, and officers, as the case may be, other than the Independent Manager and in connection with the Independent Manager's actions related to the performance of this Agreement; (m) except for obligations relating to security posted by Seller in favor of Buyer hereunder or in favor of other parties to contracts entered into by Seller pertaining to the Facility and also except for obligations to Facility Lenders or Tax Equity Investors, does not and will not have any of its obligations guaranteed by any Affiliate and will not hold itself out as being responsible for the debts or obligations of any other Person; (n) has complied and will comply with all of the terms and provisions contained in its organizational documents, and has done or caused to be done and will do all things necessary to preserve its existence; (o) will not commingle its funds or assets with those of any Person and has not participated and will not participate in any cash management system with any other Person; (p) will conduct all business in its own name and, except in connection with a Tax Equity Financing utilizing a lease or inverted lease structure, from and after the Commercial Operation Date will hold its material assets in its own name and conducted and will conduct all material business in its own name; (q) will maintain its financial statements, accounting records and other entity documents separate from any other Person and will not permit its assets to be listed as assets on the financial statement of any other entity except as required by GAAP; provided, however, that, to the extent permitted by GAAP any such consolidated financial statement shall contain a note indicating that its separate assets and liabilities are neither available to pay the debts of the consolidated entity nor constitute obligations of the consolidated entity; (r) will pay its own liabilities and expenses, including the salaries of its own employees, out of its own funds and assets, and has maintained and will maintain a sufficient number of employees in light of its contemplated business operations (it being acknowledged and agreed that Seller may have no employees to the extent it contracts out its requirements for all necessary managerial, operational and other services); (s) will observe all limited liability company formalities; (t) 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 and has not held out and will not hold out its credit as being available to satisfy the obligations of any other Person except as permitted pursuant to this Agreement; - 21 - 78956326 9 0081519-00016 ATTACHMENT C POWER SALES AGREEMENT (u) has not acquired and will not acquire obligations or securities of its members or any Affiliate; (v) will allocate fairly and reasonably any overhead expenses that are shared with any Affiliate, including paying for shared space and services performed by any employee of an Affiliate; (w) now maintains and uses, and will maintain and use separate stationery, invoices, and checks bearing its name; such stationery, invoices, and checks utilized by it or utilized to collect its funds or pay its expenses shall bear its own name and shall not bear the name of any other entity unless such entity is clearly designated as being its agent; (x) has not pledged and will not, except for the security posted in favor of Buyer as provided herein and except as permitted under Section 14.7(c), pledge its assets for the benefit of any other Person; (y) will not, without having first appointed an Independent Manager, and without the affirmative vote of its Independent Manager: (A)dissolve, merge, liquidate or consolidate; (B) sell, transfer, lease or otherwise convey all or substantially all of its assets (other than as permitted under Section 14.7(c)); (C) engage in any other business activity, or amend its organizational documents with respect to the matters set forth in this definition; or (D) file a bankruptcy or insolvency petition or otherwise institute insolvency proceedings with respect to itself or to any other entity in which it has a direct or indirect legal or beneficial ownership interest; and will have such restriction memorialized at all times in the organizational documents of Seller; (z) has been, 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; provided, however, that this clause (y) shall not require anyone to make any contribution of capital to Seller and shall not require Seller to make any capital call on its members or to otherwise raise capital; and (aa) has and will have no indebtedness other than (i) Facility Debt relating to the development, bridge, construction or permanent financing for the Facility, including any indebtedness in its replacement or substitution thereof, (ii) Taxes and Insurance premiums, (iii) liabilities incurred in the ordinary course of business relating to its ownership, management, administration, leasing and operation of the Facility and the Facility related contracts, which liabilities are not more than sixty (60) days past due, are not evidenced by a note and are paid when due, and which amounts are normal and reasonable under the circumstances, and in any event not in excess of Twenty Million Dollars ($20,000,000) in the aggregate, (iv) the Performance Security and any indebtedness incurred in support of or connection with the Performance Security, and (v) such other liabilities that are permitted pursuant to this Agreement; - 22 - 789>6326 9 0091519-00016 ATTACHMENT C POWER SALES AGREEMENT except that, until the execution of the principal documents for the Facility's construction financing, such limited liability company may (i) satisfy the insurance requirements of this Agreement by or through Seller's parent entities or investors provided that the policies or endorsements extending insurance coverage to Seller shall reference Seller as an independent legal entity and (ii) satisfy any required security/performance assurance, whether due to be provided to Buyer under this Agreement or the CAISO, by or through Seller's parent entities or investors so long as each letter of credit, guaranty or other instrument of such security/performance assurance references Seller as an independent legal entity. "S&P"means Standard & Poor's Financial Services LLC. "Storage Option Agreement" means that certain Storage Option Agreement to be entered into by the Parties in substantially the form set forth on Appendix O. "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. "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 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. "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. "Tax Equity Financing" means, with respect to Seller or Parent Entity, any transaction or series of transactions (including without limitation any transaction of the type described in this definition that utilizes a lease or inverted lease structure) resulting in a portion of the membership interests in Seller or Parent Entity, as applicable, being issued or otherwise provided to another Person (a "Tax Equity Investor") in exchange for capital contributions to Seller or Parent Entity, 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 the construction of the Facility by monetizing the Tax credits, depreciation and other tax benefits - 23 - 78956326.9 0081519-00016 ATTACHMENT C POWER SALES AGREEMENT associated with the Facility. "Tax Equity Investor" has the meaning set forth in the definition of Tax Equity Financing. "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. "Test Energy" means Facility Energy that is delivered to the Point of Delivery prior to the Commercial Operation Date. "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 Facility Energy to or from the Point of Delivery. "Transmission System" means the facilities utilized to provide Transmission Services. "Unexcused Cause" has the meaning set forth in Section 14.6(b). "UNFCCC"has the meaning set forth in the definition of"Environmental Attributes." "WECC" means the Western Electricity Coordinating Council. "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. 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 - 24 - 78956326 9 0081519-00016 ATTACHMENT C POWER SALES AGREEMENT 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; (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") 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; 0) 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"; 0) 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 (k) 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 is effective as of the Effective Date. On or prior to the Effective Date, each of the following has occurred: (a) both Parties have executed and delivered this Agreement; (b) Buyer has received (i) copies of all requisite resolutions and incumbency certificates of each Seller Party and any other documents evidencing all actions taken by each Seller Party to authorize the execution and delivery of this Agreement and all Ancillary Documents requiring execution by such Seller Party, such resolutions to be certified as of the Effective Date by an authorized representative of the Seller Party; and (ii) the Enforceability Opinion; (c) Seller has received copies of all requisite resolutions and incumbency certificates of Buyer authorizing the execution and delivery of this Agreement and all Ancillary -25 - 79956326 9 0091519-00016 ATTACHMENT C POWER SALES AGREEMENT Documents requiring execution by Buyer, such resolutions to be certified as of the Effective Date by an authorized official of Buyer, and (d) Buyer and Seller have executed and delivered the Option Agreement, and, if applicable, a memorandum of option in the form required by the Option Agreement has been recorded in the Official Records of Los Angeles County, California. 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 pm on the day before the twentieth (20th) anniversary of the Commercial Operation Date, unless sooner terminated in accordance with the terms of this Agreement. Section 2.3 Survivability. The provisions of this ARTICLE II, ARTICLE XII, ARTICLE XIII, Section 14.9 and Section 14.21 shall survive for a period of one year following the termination of this Agreement. The provisions of ARTICLE XI 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 ARTICLE V, ARTICLE VI, ARTICLE VIII, and ARTICLE IX 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. (a) Early Termination by Mutual Agreement. This Agreement may be terminated by mutual written agreement of the Parties. (b) Early Termination for Failure to Provide Performance Security. Buyer may, in its sole discretion and without penalty to Buyer, terminate this Agreement, effective upon notice to Seller, if Seller fails to deliver the Project Development Security within ten(10)days after the Effective Date. (c) Early Termination for Default. Upon the occurrence of a Default, the Non-Defaulting Party may terminate this Agreement as set forth in Section 13.4. (d) Early Termination for Failure to Achieve a Key Milestone. Buyer may, in its sole discretion and without penalty to Buyer, terminate this Agreement, effective upon notice to Seller, pursuant to Section 3.6(c). (e) Early Termination for Failure to Achieve Commercial Operation Date. Buyer may, in its sole discretion and without penalty to Buyer, terminate this Agreement, effective upon notice to Seller, if Seller fails to achieve the Commercial Operation Date on or before the Outside Commercial Operation Date. - 26 - 78956326 9 0081519-00016 ATTACHMENT C POWER SALES AGREEMENT (f) Early Termination for Failure to Obtain CEC Certification. Buyer may, in its sole discretion and without penalty to Buyer, terminate this Agreement, effective upon notice to Seller if the Facility is not CEC Certified by the date that is six (6) months following the Commercial Operation Date. (g) Early Termination for Force Majeure. This Agreement may be terminated pursuant to Section 14.6(c). (h) Early Termination for Exercise of ROFO or ROFR. If pursuant to a written agreement entered into by Buyer, Buyer accepts the ROFO or the ROFR for any proposed sale of the Facility, this Agreement shall terminate effective upon the Closing of such sale to Buyer. (i) Early Termination for Exercise of Project Purchase Option. If, pursuant to a written agreement entered into by Buyer, Buyer elects to exercise the Project Purchase Option, this Agreement shall terminate effective upon the Closing under the Option Agreement, unless sooner terminated as otherwise herein provided. 0) Early Termination for Shortfall. Buyer may in its sole discretion and without penalty to Buyer, terminate this Agreement, effective upon notice to Seller, pursuant to Section 9.5. (k) Early Termination Due to Environmental Effects. Buyer may in its sole discretion and without penalty to Buyer, terminate this Agreement, in either case, effective upon notice to Seller, pursuant to Section 3.1. (1) Effect of Termination. Except as otherwise provided herein, any early termination of this Agreement under this Section 2.4 shall be without prejudice to the rights and remedies of a Party for Defaults occurring prior to such termination. ARTICLE III DEVELOPMENT OF THE FACILITY Section 3.1 CEQA Determinations. Buyer has all rights and powers available to it as a responsible agency under CEQA to participate in the CEQA review of the Facility, including commenting on the lead agency's notice of preparation, consulting with and providing comments to the lead agency during preparation of the CEQA Documents. Buyer shall have full discretion to consider the CEQA Documents in order to reach its own decision under CEQA about the Facility, with full authority under CEQA to: (a) adopt and require feasible mitigation measures or alternatives to avoid or lessen significant environmental impacts resulting from the Facility; (b) determine that any significant impacts that cannot be mitigated are acceptable due to overriding concerns; or (c)terminate this Agreement due to the Facility's significant adverse environmental impacts. On or before the thirtieth (30th) day after the lead agency's filing of a notice of determination under CEQA, or the thirtieth (30`h) day after the Effective Date, whichever is later, Buyer may issue one of the following: (i)a notice confirming it has complied with CEQA Guidelines sections 15096(a), (f), (g), and (h) by considering the CEQA Documents, adopting applicable alternatives or mitigation measures, making findings, and filing a Notice of Determination for its approval of the purchase of Facility Energy (the "CEQA Acceptability - 27 - 78956326.90081519-00016 ATTACHMENT C POWER SALES AGREEMENT Notice"), or(ii) a notice that Buyer, based upon its independent review of the CEQA Documents, has determined not to approve the purchase of the Facility Energy hereunder, and to terminate this Agreement, the Option Agreement and the Storage Option Agreement due to the significant adverse environmental effects from the Facility specified in the CEQA Documents (the "CEQA Unacceptability Notice"). If Buyer fails to provide Seller with a notice by the end of such thirty (30) day period, so long as no challenge has been successfully made or is pending against the determination of the lead agency as of such date, Buyer will be deemed to have confirmed that Seller has complied with CEQA Guidelines. The Parties shall work together in good faith to make any necessary amendments to this Agreement required in connection with the CEQA review process. Upon delivery by Buyer of a CEQA Unacceptability Notice, this Agreement, the Option Agreement and the Storage Option Agreement shall automatically terminate. Section 3.2 General. (a) Project Design. Seller shall determine the proposed location, design, and configuration of the Facility as it deems appropriate, subject to the Requirements and the requirements of the Ancillary Documents, 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. (b) Permitting. Seller, at its expense, shall timely take all 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. (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 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. (e) Other Information. In addition to the reports required to be delivered under this Agreement, including Section 3.6, 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, financial or otherwise, and other data concerning the Seller, its Subcontractors or 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, but Buyer and Buyer's Authorized Representative shall not interfere with the activities at the Facility. Section 3.3 Site Confirmation. Seller represents and warrants that (a) Seller's agents and representatives have visited, inspected and are familiar with the Site and its - 28 - 78956326 9 0081519-00016 ATTACHMENT C POWER SALES AGREEMENT 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 3.3 shall not relieve Seller from any responsibility for estimating properly the 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 3.4 Subcontracts. (a) Seller shall cause provisions to be included in each Subcontract that provide: (i) Buyer with rights of access to the Facility and the work performed under such Subcontract at all reasonable times (but subject to Site safety protocols and orientation) and the right to inspect, make notes about, and review all documents, drawings, plans, specifications, permits, test results and information as Buyer may reasonably request, subject to redaction of confidential or proprietary information; and (ii) that the personnel of, and consultants to, the applicable contractor and Seller shall be available to Buyer and its agents, representatives and consultants at reasonable times and with prior notice for purposes of discussing any aspect of the Facility or the development, engineering, construction, installation, testing or performance thereof or the exercise of Buyer's rights under Section 5.2. (b) Seller shall deliver to Buyer a schedule of the performance of initial performance tests and all other tests required under each Subcontract. Section 3.5 Certification of Commercial Operation Date. Not less than thirty (30) days prior to the date upon which Seller expects to achieve Commercial Operation, Seller shall give written notice to Buyer of such expected Commercial Operation Date. Seller shall provide Buyer with notice in accordance with Section 14.2 when Seller believes that all conditions precedent to achieving Commercial Operation of the Facility as specified in the definition of"Commercial Operation" have been satisfied. Within ten (10) Business Days of Seller's notice of Commercial Operation, Buyer shall in writing either accept or reject the notice in its reasonable discretion and if Buyer rejects the notice, Seller shall promptly correct any defects or deficiencies and resubmit the notice. If, during such ten (10) Business Day period, Buyer does not either accept or reject such notice, then for all purposes of this Agreement Buyer shall be deemed to have accepted such notice. The Commercial Operation Date shall be the date on which Buyer accepts or is deemed to have accepted such notice as provided in this Section 3.5. -29 - 78956326 9 00815 1 9-000 16 A TTACHMENT C POWER SALES AGREEMENT Section 3.6 Milestone Schedule. (a) 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, a "Milestone Date"). Seller shall achieve each Milestone by the Milestone Date therefor. Until the Commercial Operation Date, Seller shall provide Buyer with a report on a quarterly basis (until six (6) months prior to the scheduled Commercial Operation Date, at which time such reports shall be provided on a Monthly basis) that includes: (i)a description of the Site plan for the Facility, (ii) a description of any planned changes to the Facility or Site plan since the previously delivered report, (iii) a bar chart schedule showing progress to achieving the remaining Milestones, (iv)a chart showing the critical path schedule of major items and activities, (v) a summary of activities at the Facility during the previous Month, (vi) a forecast of activities during the then-current Month, (vii) a list of any issues that could impact Seller's achievement of Milestones by the applicable Milestone Dates, and (viii) pictures, in sufficient quantity and of appropriate detail, documenting construction and startup progress with respect to the Facility. 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 3.6) 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 3.6(c), 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. (b) Each Milestone Date (including the Outside Commercial Operation Date) 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; provided that the Outside Commercial Operation Date shall not be extended beyond June 30, 2017, for any reason whatsoever. (c) If Seller fails to achieve any Key Milestone by the applicable Milestone Date, including a failure to achieve the Commercial Operation Date by the Guaranteed Commercial Operation Date (as may be extended pursuant to Section 3.6(b)), Seller shall pay liquidated damages to Buyer in an amount equal to (i) the number of days between the Milestone Date and the date upon which such Key Milestone is achieved (or the Agreement is terminated by Buyer), multiplied by (ii) the applicable daily liquidated damage amount set forth for such Key Milestone in Appendix 1 (the "Daily Delay Damages"). For the avoidance of doubt, if multiple Key Milestones are missed, Seller shall pay Daily Delay Damages for each Key Milestone. If Seller fails to achieve any Key Milestone other than the Guaranteed Commercial Operation Date, by the date that is one hundred eighty (180) days after the Milestone Date for such Key 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 - 30 - 78956326 9 0081519-00016 A TTACHMENT C POWER SALES AGREEMENT pay the Daily Delay Damages to Buyer, during which time such Buyer shall not terminate the Agreement based on Seller's failure to timely achieve such Key Milestone. if Seller achieves the Commercial Operation Date on or before the Guaranteed Commercial Operation Date, then Buyer shall refund to Seiler, without interest, any amounts previously paid to such Buyer as Daily Delay Damages for failure to achieve the Environmental Compliance Key Milestone and/or the Site Control Key Milestone by the respective Milestone Date therefor. If Seller fails to achieve Commercial Operation by the Outside Commercial Operation Date (as such date may be extended pursuant to Section 3.6(b)}, Buyer shall have the right in its sole discretion and without penalty to terminate this Agreement for a Default under Section 13.4. (d) 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, and shall be Seller's sole liability and obligation, and Buyers' sole right and remedy, for Seller's failure to achieve any Key Milestone by the Milestone Date therefor. Notwithstanding the foregoing, the Daily Delay Damages shall not limit Buyer's right to exercise any right or remedy available under this Agreement or at law or in equity for any Default occurring concurrently with, before or after Seller's delay in achievement of the applicable Key Milestone, or in connection with any termination for failure to achieve a Key Milestone by the Milestone Date therefor or Commercial Operation by the Outside Commercial Operation Date. Section 3.7 Decommissioning and Other Costs. Unless a Closing occurs pursuant to the exercise by Buyer of the ROFO, ROFR or the Project Purchase Option, 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. 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 (i) in accordance with the Requirements and (ii) in a manner that is reasonably likely to achieve the Annual Contract Quantity and result in a useful life for the Facility of not less than the Delivery Term; (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 during the Delivery Term; (d) Operate and maintain the Facility with due regard for the safety, security and reliability of the interconnected facilities and Transmission System; and - 31 - 78956326 9 00815 1 9-000 16 ATTACHMENT C POWER SALES AGREEMENT (e) Comply with operating and maintenance standards recommended or required by the Facility's equipment suppliers. Section 4.2 Operation and Maintenance Plan. (a) General. Seller shall devise and implement a plan of inspection, maintenance, and repair for the Facility and the components thereof in order to maintain such equipment in accordance with Prudent Utility Practices and shall keep records with respect to inspections, maintenance, and repairs thereto. The aforementioned plan and all 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, any regularly prepared operations and maintenance status reports of the Facility provided to WECC or the Facility Lenders. In addition to the other required and preventative maintenance actions required by this Agreement, Seller shall (and shall notify Buyer results of the following): (i) conduct regular visual equipment inspections and log significant parameters; (ii) identify and perform all preventative maintenance requirements for the following calendar year; (iii) schedule and assign routine maintenance during operations, planned outages, as well as maintenance that can be conducted in parallel; (iv) conduct periodic maintenance to various equipment; (v) conduct periodic quality assurance and quality control activities and inspections in accordance with the Quality Assurance Program; and (vi) hire Subcontractors, as applicable to meet the Facility's maintenance, betterment, and improvement needs. Section 4.3 After Purchase Option Notice. Following the provision by Buyer of a Purchase Option Tentative Exercise Notice (as defined in the Option Agreement) and until such time as the Closing occurs or Buyer declines to purchase the Facility in accordance with the Option Agreement, Seller shall, to the extent prepared in the ordinary course of business: (a) devise and implement, or cause the Qualified Operator to devise and implement, an operations and maintenance plan, or implement an existing plan that includes the status of the Facility and each of the major components thereof in order to maintain such equipment in accordance with Prudent Utility Practices (the "Operation and Maintenance Plan"). Such Operation and Maintenance Plan shall be consistent with the requirements of any Facility Lender. Seller shall keep, or cause the Qualified Operator to keep, records with respect to inspections, maintenance, and repairs. The Operations and Maintenance Plan and all records associated therewith shall be available for inspection by Buyer during Seller's regular business hours upon reasonable notice; provided that Buyer shall at all times comply with Seller's or the Qualified Operator's written safety and security requirements and shall not interfere with Facility operations and activities when present at the Facility; (b) provide Buyer, on a quarterly basis, with a detailed description in the form of a written report, regarding the on-going operations of the Facility during such quarter, setting forth the status of the operations of the Facility or any component thereof, including any equipment or other operational or maintenance failures, defects or other issues and any repairs, - 32 - 78956326 9 0081519-00016 ATTACHMENT C POWER SALES AGREEMENT replacements, or other remediation provided or to be provided therefor in a form which is reasonably acceptable to Buyer; (c) as of January 15 of each calendar year, update the Operation and Maintenance Plan for the subsequent twelve (I2) month calendar year period and submit the same to Buyer; (d) perform routine and preventive maintenance actions in accordance with all applicable manufacturers' instructions, the Quality Assurance Program, Prudent Utility Practice, and the Operation and Maintenance Plan, including to: (i)conduct regular visual equipment inspections and log significant parameters ; (ii) identify all preventive maintenance requirements for a period of the following two (2) calendar years; (iii) schedule and assign routine maintenance during operations, planned outages, and maintenance that can be conducted in parallel (but not extend required actions) in the event of a forced or unscheduled outage, and outage and curtailment notifications (scheduled and unscheduled); (iv) conduct periodic maintenance to various equipment, and provide a report about any findings to Buyer; (v) conduct periodic quality control and quality assurance activities and inspections in accordance with Appendix J and provide reports thereof to Buyer; and (vi) hire Subcontractors, as applicable, to meet the Facility's plant's maintenance, betterment, and improvement needs. Section 4.4 Environmental Credits. Seller shall, if applicable, obtain in its own name and at its own expense all pollution or environmental credits or offsets necessary to operate the Facility in compliance with any Requirement of Law;provided for the avoidance of doubt, Seller shall not use any Environmental Attributes to satisfy the foregoing obligation. Section 4.5 Outages. (a) 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 4.5 (such periods, the "Major Maintenance Blockout"). No later than one hundred twenty (120) 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. No later than sixty (60) days prior to the anticipated Commercial Operation Date, and for each calendar year thereafter, no later than the deadline for providing the CAISO with proposed maintenance outages for the following year as described in the CAISO Tariff, Seller shall provide Buyer with its non-binding written projection of all Scheduled Outages for the succeeding calendar year (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, if any, during the Scheduled Outage. Seller shall notify Buyer of any change in the Scheduled - 33 - 78956326 9 0081519-00016 A TTACHMENT C POWER SALES AGREEMENT Outage Projection as soon as practicable, but in no event later than thirty (30) days prior to the originally-scheduled date of the Scheduled Outage. Seller shall use 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, arrange for Scheduled Outages to occur between October I 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. 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. (b) In addition to reporting outages to Buyer within any applicable time period for reporting outages under the CAISO Tariff and applicable rules and regulations of the CAISO, 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 Facility from service, or a reduction in the maximum output capability of the Facility by one (1) MW or more from the value most recently recorded in the Scheduling and Logging system for the CAISO, Seller shall notify Buyer. For all other Forced Outages, Seller shall provide Buyer with as much advance notice as practicably possible, but in all cases, shall notify Buyer within 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 take all reasonable measures and exercise commercially reasonable efforts to avoid Forced Outages and to limit the duration and extent of any such outages. (c) in addition to the requirements set forth in Section 4.5(a) and Section 4.5(bl, the Parties shall cooperate to develop mutually acceptable procedures for addressing Scheduled Outages and any other outages arising in connection with the Project. (d) In the event of any inconsistency between the provisions in this Section 4.55 and any applicable requirements of CAISO, the provisions of CAISO shall govern. ARTICLE V COMPLIANCE DURING CONSTRUCTION OPERATIONS; SECURITY Section 5.1 Guarantees. Seller warrants and guarantees that it will perform, or cause to be performed, all development, engineering, design and construction in a good and workmanlike manner and in accordance with the Requirements. Seller warrants that to Seller's knowledge, after due inquiry, at the Commercial Operation Date, the Facility, its engineering, design and construction, its components and related work, shall be free from material defects caused by errors or omissions in design, engineering and construction and covenants and agrees that it will obtain from the manufacturer(s) of the equipment installed in the Facility limited warranties in line with current solar industry practices, but with no less than, in each case, twenty (20) year limited warranties on the photo voltaic panels installed at the Facility and five (5) year limited warranties on the inverters installed at the Facility. Seller further warrants that, throughout the Delivery Term: (a) the Facility will be free and clear of all Liens other than - 34 - 78956326.9 0081 5 19-00016 ATTACHMENT C POWER SALES AGREEMENT Permitted Encumbrances, and (b) the Facility will be designed, constructed and tested in compliance with the Requirements. Seller also warrants and guarantees that throughout the Delivery Term, it will monitor the operation and maintenance of the Facility and that said operation and maintenance is, and will be, in full compliance with all Requirements applicable to the Facility. Without limiting the foregoing, Seller shall promptly repair and/or replace, consistent with Prudent Utility Practice, any 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 Prudent Utility Practice. 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, to observe, inspect, and monitor the construction and operations and activities of the Facility, including(a) reviewing and monitoring 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 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; 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. 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 discussing any aspect of the Facility or the development, engineering, construction, installation, testing, performance, operation, or maintenance thereof and Buyer's exercise of its rights under this Section 5.2. 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 Quality Assurance Program. Seller agrees to maintain and - 35 - 78956326 9 0081519-00016 ATTACHMENT C POWER SALES AGREEMENT 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 5.5 No Liens. Except as otherwise permitted by this Agreement (including without limitation in connection with Tax Equity Financing utilizing a lease or inverted lease structure): (a) the Facility shall be owned by Seller during the Agreement Term; and (b) Seller shall not sell or otherwise dispose of or create, incur, assume or permit to exist any Lien (other than Permitted Encumbrances) on any portion of the Facility or any other property or assets that are related to the operation, maintenance and use of the Facility without the prior written approval of Buyer. Section 5.6 Reporting and information. Seller shall provide to Buyer (a) Monthly reports of the operation of the Facility, which shall include (i)a performance summary of the Month- and Contract Year-to-date MWh delivery of Facility Energy, capacity factor, and availability (including actual availability vs. expected availability), (ii) reports of expected generation indicators of when Shortfall Energy may result; (iii)descriptions of weather, reasons for any downtime, maintenance or repairs, and Curtailment Periods and other curtailment events during the applicable Month, and (iv) a safety and environmental summary, and (b) such other information regarding the permitting, engineering, construction or operations of the Facility as Buyer may, from time to time, reasonably request. Section 5.7 Performance Security. (a) Within thirty (30) days after the Effective Date, Seller shall furnish to Buyer (i) one or more letters of credit issued by Qualified Issuers in the form attached hereto as Appendix E, or(ii) cash (to be held in an escrow account pursuant to an escrow agreement with a Qualified Issuer in form and substance satisfactory to Buyer (an "Escrow Account")), or a combination of the two, in the aggregate amount of Two Million Two Hundred Fifty Thousand Dollars ($2,250,000), which shall guarantee Seller's obligations under this Agreement (the "Project Development Security"). Seller shall maintain the Project Development Security until Seller posts the Delivery Term Security pursuant to Section 5.7(b), or until Buyer is required to return the Project Development Security under Section 5.7(c). (b) As a condition to the achievement of the Commercial Operation Date, Seller shall have furnished to Buyer (1) one or more letters of credit issued by Qualified Issuers in the form attached hereto as Appendix E, or(2) cash (to be held in an Escrow Account), or(3) a performance and payment bond from a Qualified Bond Issuer in form and substance acceptable to Buyer, or any combination of the foregoing (subject to the limitation on any performance and payment bond as provided below), in the aggregate amount of Six Million Nine Hundred Ten Thousand Dollars ($6,910,000) which shall guarantee Seller's obligations under this Agreement (collectively, the "Delivery Term Security"); provided that under no circumstances shall any performance and payment bond provided as part of the Delivery Term Security exceed the amount of Two Million Four Hundred Ten Thousand Dollars ($2,410,000) (the "Bond Portion"). From and after the end of the tenth (1 Oth) Contract Year, the required amount of the Delivery Term Security shall be reduced to Five Million Four Hundred Ten Thousand Dollars ($5,410,000) and shall consist of(1) one or more letters of credit issued by Qualified Issuers in - 36 - 78956326 9 008 t 5 1 9-000 1 6 ATTACHMENT C POWER SALES AGREEMENT the form attached hereto as Appendix E, (2) cash (to be held in an Escrow Account), or (3) a performance and payment bond from a Qualified Bond Issuer in form and substance acceptable to Buyer, or any combination of the foregoing; provided that under no circumstances shall the performance and payment bond provided as part of the Delivery Term Security following the 10th Contract Year exceed Nine Hundred Ten Thousand Dollars ($910,000). From and after the Commercial Operation Date, 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). (c) Buyer shall return the unused portion of the (i) Project Development Security, if any, to Seller promptly after: (A) Seller's provision of the Delivery Term Security, unless Seller elects to apply the Project Development Security toward the Delivery Term Security, 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 Seiler 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 the accrual of Daily Delay Damages hereunder in the amount of such Daily Delay Damages, (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, or (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. 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 Performance Security, Seller shall replenish the amount drawn such that the Performance Security is restored to the applicable amount set forth in Section 5.7(a) or Section 5.7(b). (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. If at any time there shall occur a Downgrade Event, Seller shall replace the Performance Security from the Person that has suffered the Downgrade Event within ten (10) Business Days of such Downgrade Event. 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) If any Performance Security is in the form of a letter of credit, then] Seller shall provide, or cause to be provided, a replacement letter of credit from a Qualified Issuer, in the amount required under this Section 5.7 within ten (10) Business Days of notice from Buyer - 37 - 78956326 9 0081519-00016 ATTACHMENT C POWER SALES AGREEMENT to Seller requesting such replacement Performance Security after the occurrence of any one of the following events: (i) the failure of the issuer of the letter of credit to extend such letter of credit at least fifteen (15) Business Days prior to the expiration of such letter of credit; (ii) the failure of the issuer of the letter of credit to immediately honor Buyer's properly documented request to draw on such letter of credit; or (iii) the issuer of the letter of credit becomes Bankrupt. If the replacement letter of credit is not delivered in accordance with this Section 5.7a Buyer shall have the right to demand payment 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 retained 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 shall have been paid or performed in full. (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 or advisable to render fully valid, perfected and enforceable under all Requirements of Law the Performance Security (including any Ancillary Documents required therefor) and the rights, Liens and priorities of Buyers with respect to such Performance Security. (h) Notwithstanding the other provisions of this Agreement, 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 Purchases by Buyer. (a) Subject to the terms of this Agreement, prior to the Commercial Operation Date, Seller shall sell and deliver, and Buyer shall purchase and receive, the Products associated with Test Energy for the applicable Contract Price set forth in Section l of Append ix A. (b) Subject to the terms of this Agreement, and except as set forth in Section on and after the Commercial Operation Date and continuing for the Delivery Term, Seller shall sell and deliver, and Buyer shall purchase and receive, the Products associated with Facility Energy (other than Excess Energy) and the Replacement Product at the applicable Contract Price set forth in Section 2 of Appendix A. (c) Subject to this Agreement, and except as set forth in Section 6.1(d), on and after the Commercial Operation Date and continuing for the Delivery Term, Seller shall sell and deliver, and Buyer shall purchase and receive, the Products associated with Excess Energy at the applicable Contract Price set forth in Section 3 of Appendix A. (d) Seller shall use good faith efforts to ensure that the Facility is CEC Certified following the Commercial Operation Date. During the period of time between the Commercial Operation Date and the day that is one (1) day following the date upon which Seller - 38 - 789563Z6 9 0081519-00016 ATTACHMENT C POWER SALES AGREEMENT delivers evidence to Buyer that the Facility is CEC Certified (the "Pre-Certification Period"), Buyer shall have the right to retain a portion of any payment to be made to Seller under Section 6.1(a) and Section 6.1 c in an amount equal to the difference between (i) the applicable Contract Price, and (ii) SP-15 Price for the respective hours in which Facility Energy was generated. Buyer shall release such retained amount, without interest of any kind, within thirty (30) days following Buyer's receipt from Seller of the CEC certificate confirming that the Facility is CEC Certified, but only to the extent that Buyer is able to apply the RECs generated by the Facility during the Pre-Certification Period towards compliance with Buyer's obligations under RPS Law. (e) If the City of Los Angeles, any other member of Buyer, and/or Buyer enters into a power purchase agreement or power purchase agreements with Seller or Affiliates of Seller before December 31, 2016, with regard to a generating facility that shares the same CAISO queue position as the Facility, the Contract Price under this Agreement for purchases following the Commercial Operation Date shall be adjusted to be the amount set forth in Appendix A-2 for the applicable aggregate capacity (MWAC)under contract with Seller and/or its Affiliates and the Contract Price for Test Energy and Excess Energy shall be an amount equal to the then-current Contract Price multiplied by 60%. By way of example, if the City of Los Angeles enters into a power purchase agreement with an Affiliate of Seller for 150MW, the Contract Price payable under this Agreement shall be adjusted to $52.32 and the price of Test Energy and Excess Energy shall be adjusted to equal $31.39. 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 with the prior written consent of Buyer, Seller shall not sell or otherwise transfer all or any part of the Products required to be delivered by Seller under this ARTICLE V1, ARTICLE VII, ARTICLE Vlll or ARTICLE X. A 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 Products not delivered from (B) the Replacement Price. Buyer shall provide Seller prompt written notice of the Replacement Price, together with back-up documentation. Section 6.3 Buyers' Failure. Unless excused by Force Majeure, a System Emergency, or Seller's failure to perform, if Buyer fails to receive at the Point of Delivery all or any part of the Facility Energy or Replacement Product required to be received by Buyer under this ARTICLE VI, ARTICLE VIII, or ARTICLE X, Buyer shall, on the date payment would otherwise be due to Seller, pay Seller Cover Damages; provided that Seller shall use commercially reasonable efforts to resell any Facility Energy not able to be received by such Buyer. "Cover Damages" means the positive difference, if any, obtained by subtracting (A) the amount for which Seller, acting in a commercially reasonable manner, resells any such Facility Energy (or, absent any such sales despite using commercially reasonable efforts to procure such sales, zero dollars ($0)) from (B) the price that would have been payable by Buyer for the Energy not received by Buyer, plus any reasonable and documented costs incurred by Seller in connection with the resale or attempted resale of such Facility Energy. Seller shall provide Buyer prompt notice of the Cover Damages together with back-up documentation. - 39- 7895632690081519-00016 ATTACHMENT C POWER SALES AGREEMENT Section 6.4 Nature of Remedies. The remedy set forth in 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. The remedy set forth in Section 6.3 is the sole and exclusive remedy of Seller for any failure by Buyer to receive the Product as and when required by this Agreement, and all other remedies and damages for any such failure are hereby waived by Seller. ARTICLE VII TRANSMISSION AND SCHEDULING; TITLE AND RISK OF LOSS Section 7.1 In General. (a) Seller shall use all reasonable efforts consistent with Prudent Utility Practices and the other provisions of this Agreement to maximize the output of Facility Energy from the Facility except as otherwise set forth and in accordance with this Agreement. Subject to Buyer's role as Seller's Scheduling Coordinator for the Facility, Seller shall arrange for, and shall bear all risks and benefits associated with, delivery of all Facility Energy and Replacement Product to and at the Point of Delivery, including the arrangement of and payment for the interconnection of the Facility to the CAISO grid and any Transmission Services required to deliver Test Energy, Facility Energy and Replacement Product to and at the Point of Delivery at the CAISO grid, including interconnection costs, transmission losses to the Point of Delivery,the transmission of Facility Energy, and transformer crossover fees associated with the transmission of Energy from the on-site substation to the Point of Delivery; provided that Replacement Product may be delivered at alternative locations as may be mutually agreed by the Parties. (b) Buyer shall arrange for, and shall bear all risks associated with, acceptance and transmission of Facility Energy and Replacement Product from the Point of Delivery, including the arrangement of and payment for Transmission Services from the Point of Delivery at the CAISO grid, and shall Schedule or arrange for Scheduling and Transmission Services to deliver Facility Energy and Replacement Product to Buyer, including charges related to control area services, inadvertent energy flows, transmission losses, the transmission of Facility Energy and Replacement Product, and otherwise associated with the management of Buyer's loads. Section 7.2 Scheduling Coordinator; CAISO Cost Allocation. Buyer or Buyer's designee shall act as Scheduling Coordinator for the Facility and shall have the full right and obligation to Schedule all Energy from the Facility (including but not limited to any Energy Seller needs to sell in mitigation of damages as required hereunder) in accordance with all CAISO and other applicable requirements. The Facility shall have a separate resource [D with CAISO for scheduling purposes. Seller shall pay Buyer Ninety One Thousand Dollars ($91,000) each Contract Year for the Scheduling Coordinator services provided by Buyer to Seller. Buyer shall be financially responsible for and shall pay for all CAISO Costs; provided however, that notwithstanding the foregoing, Seller shall assume all liability and reimburse Buyer for any and all costs or charges under a Settlement Statement (i) incurred by Buyer because of SelIer's failure to perform any covenant or obligation set forth in this Agreement, (ii) incurred by Buyer because of any outages, including Scheduled Outages and Forced Outages, for which notice has not been provided as required under this Agreement, or (iii) to the extent arising as a result of Seller's failure to comply with a Curtailment Order under Section 7.4 if such failure results in -40 - 78956326.9 00815 19-000 16 ATTACHMENT C POWER SALES AGREEMENT incremental costs to Buyer. Section 7.3 Forecasting and Scheduling of Energy. (a) Except upon the occurrence of a curtailment under Section 7.4, Buyer, as Seller's Scheduling Coordinator, shall Schedule all Facility Energy and Replacement Energy (including all Energy sold by Seller in mitigation of damages hereunder) in accordance with the CAISO Tariff, NERC and WECC operating policies and criteria, and any other applicable guidelines, and the Scheduling and forecasting procedures provided in or developed under this Section 7.3, based on the then-most-current forecast of energy provided under the EIRP Forecast. Seller, at its own cost, shall install metering, telemetry and control equipment so as to be able to provide Facility 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 cause the Facility to be a certified Participating Intermittent Resource and to cause the Facility to become and remain a participant in PIRP, concurrently with the Commercial Operation Date. Seller shall provide Buyer with a copy of the notice from the CAISO certifying the Facility as a Participating Intermittent Resource as soon as practicable after Seller's receipt of such notice of certification. Following certification and whenever applicable, Seller and Buyer shall comply with PIRP, and all additional protocols issued by the CAISO relating to Participating Intermittent Resources during the Delivery Term. All the provisions relating to Scheduling of the Facility and other matters covered by PIRP shall be interpreted and applied as may be reasonably necessary to comply with PIRP. (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 based on the most current forecast of Facility 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 Facility 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 Facility 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 Facility 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 Facility Energy and Replacement Product, by hour, for the following fourteen (14) days. (v) By 5:30 a.m. Pacific Prevailing Time on the Business Day immediately preceding each day of delivery of Facility Energy and Replacement Product -41 - 78956326 9 0081519-00016 ATTACHMENT C POWER SALES AGREEMENT during the Delivery Term, a copy of a non-binding hourly forecast of deliveries of Facility 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 a copy of any updates to such forecast indicating a change in forecasted Facility 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 designated by the Scheduling Coordinator, a non-binding preschedule forecast of Facility Energy and Replacement Product via email. The pre- scheduled amounts of Facility Energy and Replacement Product shall be the good faith estimate of Seller or Seller's designee of the anticipated delivery of Facility Energy and Replacement Product at the time. A forecast provided a day prior to any non-Business Day shall include forecasts for the next day, each succeeding non-Business Day and the next Business Day. Seller or Seller's designee shall provide a copy of any and all updates to the forecast of the Facility's availability from the then-current forecast. Except for Forced Outages, Seller shall operate the Facility with the objective that, for each hour scheduled, the actual Facility availability shall be maintained in accordance with the preschedule plan submitted to the Scheduling Coordinator. (d) Seller shall notify the Scheduling Coordinator 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 of other unanticipated changes in availability by email or telephone as promptly as reasonably possible. Any notice delivered under this Section 73(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 CA1SO outage report to be updated accordingly. (e) Throughout the Delivery Term, Seller shall provide to Buyer the following data on a real-time basis, and in a format that reasonably allows Buyer to copy, paste or otherwise use such data: (i) Read-only access to meteorological and related solar measurements, megawatt capacity and any other Facility availability information required in accordance with EIRP requirements; (i1) 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 and meteorological measurements through such other format as may be mutually acceptable to Seller and Buyer, all as may be -42 - 78956326.9 008 1 51 9-00016 ATTACHMENT C POWER SALES AGREEMENT updated from time to time based on advancements in technology in accordance with Prudent Utility Practices; and (iii) Read-only access to all Electric Metering Devices. (f) Seller will provide the Scheduling Coordinator and Buyer's real time operators with continuously updated non-binding hourly forecasts of deliveries of Facility Energy and Replacement Product for each hour of the succeeding twenty four (24)-hour period, in either electronic format, via an internet website accessible via secure login credentials, or via email in the form of an excel spreadsheet (or any combination thereof, so long as the Scheduling Coordinator or real time operator is able to readily access and utilize such forecasts), transmitted on an hourly basis. Seller shall reasonably cooperate with the Scheduling Coordinator to attempt to optimize the estimates for such time period two (2) hours prior to such forecasts. Seller shall reasonably cooperate with the Scheduling Coordinator to enable such forecasts to be prepared in accordance with mutually agreed upon communications protocols as they are implemented or upgraded from time to time in accordance with Prudent Utility Practices. (g) Seller and the Scheduling Coordinator shall mutually develop forecasting and Scheduling procedures in addition to those set forth in this Section 7.3, in order to administer the provisions of this Agreement 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 to make any reasonably necessary and appropriate modifications to such forecasting or Scheduling procedures as may be required from time to time. Section 7.4 Curtailment. (a) Seller shall reduce deliveries of Facility Energy to the Point of Delivery immediately upon notice from Buyer, the CAISO, a Transmission Provider, or any balancing authority or reliability entity during Curtailment Periods affecting Buyer. Buyer shall be excused from receiving any Facility Energy from Seller and shall not be obligated to pay Seller for the amount of reduced Facility Energy arising during a curtailment under this Section 7.4(a),- provided that the Parties shall calculate the amount of Deemed Generated Energy for reductions of deliveries of Facility Energy arising under this Section 7.4(a), for purposes of determining Seller's compliance towards its Guaranteed Generation. 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 Facility Energy, at any time and for the duration specified by Buyer. Buyer shall provide a minimum of ten (10) minutes' notice to Seller of a request for curtailment under this Section 7.4(b), and Seller shall comply with such request in accordance with Prudent Utility Practices. In its curtailment notice to Seller, Buyer shall indicate the duration of the curtailment period, which shall be for a minimum of thirty (30) minutes, and the time at which Buyer requests Seller to resume delivery of the Facility Energy to Buyer. To the extent Buyer requests -43 - 78956326 9 0081519-00016 ATTACHMENT C POWER SALES AGREEMENT any change in the duration of the requested curtailment period, Seller shall effectuate any such change no later than ten (10) minutes following notice from Buyer's notification to Seller of the proposed change to curtailment. Seller shall respond to Buyer curtailment notices (including the end of such curtailment periods) in accordance with Prudent Utility Practices. Except for curtailments by Buyer under Section 7.4(a) for a System Emergency, Buyer shall pay Seller for any Deemed Generated Energy during any curtailment under this Section 7.4(b) in an amount equal to the Contract Price; provided, however, Seller, with Buyer acting as Scheduling Coordinator, shall use commercially reasonable efforts to sell Facility Energy (but not the Environmental Attributes or Capacity Rights associated therewith) equaling the amount of Deemed Generated Energy to third parties at a positive price to the extent permitted under the CAISO Tariff. To the extent any Facility 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 7A& shall be reduced accordingly by an amount equal to the net proceeds Seller receives from such sales of Facility 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 Facility 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 Facility would have produced and delivered to the Point of Delivery, but for a curtailment event arising under this Section 7.4, which amount shall be equal to (i)the amount of MWh provided for in the EIRP Forecast applicable to the curtailment event, regardless of whether Seller is participating in the EIRP during the curtailment event, less (ii) the amount of Facility Energy delivered to the Point of Delivery during the curtailment event, if any, or, if there is no EIRP 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 curtailment event in order to approximate the amount of Facility Energy that would have been delivered, less (B) the amount of Facility Energy delivered to the Point of Delivery during the curtailment event, 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 review and approval by Buyer. Section 7.5 No Payment. Buyer shall not be obligated to pay Seller for any Facility Energy that is not or cannot be delivered to the Point of Delivery for any reason (including Force Majeure), except as otherwise stated in Section 7.4. 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 Buyer shall be deemed to be in exclusive control (and responsible for any damages or injury caused thereby), of the Energy at and from 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 clear of all Liens created by any Person other than Buyer. Title to and risk of loss as to all Energy and all of the associated Products shall pass from Seller to Buyer at the Point of Delivery;provided that title to and risk of loss as to any Replacement Energy specified by Buyer to be delivered to a point or points of interconnection other than the Point of Delivery pursuant to Section 9.2 and all of the associated Environmental Attributes shall pass from Seller to Buyer upon delivery of such - 44 - 78956326 9 0081519-00016 ATTACHMENT C POWER SALES AGREEMENT Replacement Energy to such point or points. Section 7.7 RPS and EPS Compliance. (a) Seller warrants and guarantees that from the time it receives notice from the CEC that the Facility is CEC Certified, and at all times thereafter until the expiration or earlier termination of the Agreement, the Facility (including the Facility Energy and the associated Environmental Attributes) shall be both RPS Compliant and EPS Compliant (if EPS Law is applicable to the Facility), except if the Facility fails to be RPS Compliant or EPS Compliant (if EPS Law is applicable to the Facility) as a result of(i) a Change in Law making it impossible, after the use of commercially reasonable efforts as required under Section 7.7(b), for the Facility to be RPS Compliant or EPS Complaint, or (ii) any repeal of the RPS Law or EPS Law. (b) If a Change in Law occurs after the Commercial Operation Date that (x) does not repeal the RPS Law or the EPS Law, (y) causes the Facility to cease to be RPS Compliant and/or EPS Compliant and (z) reduces the value to Buyer of the Environmental Attributes, then Seller shall use commercially reasonable efforts to comply with such Change in Law and cause the Facility to be RPS Compliant and EPS Compliant. If, notwithstanding such commercially reasonable efforts, the Facility is still not RPS Compliant and EPS Compliant due to the occurrence of a Change in Law, then Buyer shall have the option to change the Contract Price to the Pnode Price (the"Pnode Price Option") or such other index price as mutually agreed to by the Parties in writing; provided such Pnode Price Option must be exercised in writing no later than two (2) years following an applicable Change in Law. If Buyer exercises the Pnode Price Option, the Contract Price shall be the Pnode Price for the respective hours in which Facility Energy was generated despite the failure of the Facility to be RPS Compliant and EPS Compliant, unless Seller delivers Replacement Product that is RPS Compliant and EPS Compliant from a RPS Compliant and EPS Compliant source. If Buyer exercises the Pnode Price Option: (i) the Pnode Price shall be subject to the limitation that the average price for Facility Energy paid by Buyer in any Month shall not exceed the Contract Price nor be less than eighty-five percent (85%) of the Contract Price; (ii) Seller shall retain the Environmental Attributes; and (iii) Buyer shall be entitled to the Capacity Rights generated. (c) 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 Facility, the Facility Energy, and the associated Environmental Attributes were or are RPS Compliant and EPS Compliant. 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 Facility 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 -45 - 78956326 9 0081519-00016 A TTACHMENT C POWER SALES AGREEMENT 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 Facility Energy and any Replacement Energy. Seller agrees to transfer and make such Environmental Attributes available to Buyer immediately to the fullest extent allowed by applicable law upon Seller's production or acquisition of the Environmental Attributes. 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, bilateral arrangements or other voluntary Environmental Attribute programs of any kind, 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 Facility 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 Facility 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 Facility 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 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 -46 - 78956326 9 0081519-00016 ATTACHMENT C POWER SALES AGREEMENT substantially the form attached as Appendix D for the Environmental Attributes associated with Facility Energy or Replacement Product, if any, measured in whole MWh, or by such other method as Buyer shall designate. Section 8.5 Further Assurances. In addition to and not in limitation of Section 8.4, Setter shall document the production of Environmental Attributes by delivering with each invoice to Buyer an attestation for the Environmental Attributes associated with Facility 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 MAKEUP OF SHORTFALL ENERGY Section 9.1 Makeup of Shortfall. Within thirty (30) days after (i) the end of the first full Contract Year and (ii)the end of each succeeding Contract Year, Seller shall provide Buyer with a calculation of Facility Energy for such Contract Year. If Seller fails during any Contract Year to deliver Facility Energy in an amount equal to the Guaranteed Generation for the Facility, then Seller shall make up the shortfall of Facility Energy ("Shortfall Energy") in accordance with this ARTICLE IX. Section 9.2 Replacement Product. During the Shortfall Makeup Period, the amount of Shortfall Energy shall first be reduced by the amount of any (a) Facility Energy or Deemed Generated Energy delivered or deemed to be delivered above the Guaranteed Generation, including Excess Energy, during the applicable Shortfall Makeup Period, and (b) Replacement Product delivered by Seller during the Shortfall Makeup Period. Such Replacement Product shall be delivered to the Point of Delivery or such other point of delivery as is mutually agreed upon by the Parties (which point of delivery shall be deemed the "Point of Delivery" for such Replacement Product for purposes of ARTICLE VII 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 Facility Energy, Deemed Generated Energy, or Replacement Product 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 the foregoing, at the end of each PPS Compliance Period during the Delivery Term, if there is any Shortfall Energy at such time, Seller shall pay Buyer damages in accordance with Section 9.3 for the amount of Shortfall Energy in the last calendar year of such RPS Compliance Period. - 47 - 79956326 9 0091519-00016 ATTACHMENT C POWER SALES AGREEMENT Section 9.3 Shortfall Damages. If Seller fails to make up the full amount of any Shortfall Energy by the end of the Shortfall Makeup Period, Seller shall within sixty (60) days after the end of the applicable Shortfall Makeup Period, 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 from (b)the Replacement Price, and adding, in the case of the positive difference, the amount of all documented and reasonable out-of-pocket costs and expenses incurred by such Buyer to purchase such Replacement Product ("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. 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 Shortfall Energy Termination. If Seller fails during any two consecutive Contract Years to deliver at least Sixty Two and One Half percent (62.5%) of the Guaranteed Generation for such Contract Years then Buyer, in its sole discretion, may within thirty (30) days after the end of such Contract Year, elect to either (a) collect Shortfall Damages for the Shortfall Energy pursuant to Section 9.3 and terminate this Agreement; or(b) allow Seller to cure such failure by providing Buyer with Replacement Product or Shortfall Damages as described in Section 9.2 and Section 9.3. 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 Facility 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. The consideration for the transfer of Capacity Rights, if any, is contained within the Contract Price. 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. Seiler 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 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 - 48 - 78956326 9 0081519-00016 A TTACHMENT C POWER SALES AGREEMENT 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 X1. Section 11.2 Calculation of Energy Delivered; Invoices and Payment. (a) Not later than the tenth (10th) day of each Month, commencing with the next Month following the Month in which Facility Energy is first delivered by Seller and received by Buyer under this Agreement, Seller shall deliver to Buyer a proper invoice showing the amount due for the preceding Month from Buyer to Seller for Facility Energy, Capacity Rights and Environmental Attributes. Seller shall calculate the amount of Facility Energy from meter readings at the Electric Metering Devices maintained pursuant to Section 11.6 adjusting for any applicable station load, transformation losses and transmission losses to the Point of Delivery in accordance with a methodology agreed to by Buyer. 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. Seller shall separately provide in such invoice (i) Seller's computation of any allocation for Replacement Product delivered by Seller and taken by Buyer under this Agreement during the preceding Month, any Deemed Generated Energy calculated during the preceding Month (including any supporting documentation associated therewith) and (ii) any other amounts due to Seller, including amounts due under Section 6.3. 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. (b) Concurrently with the delivery of each Monthly invoice, Seller shall deliver attestations of all Environmental Attribute transfers (including those transferred with WREGIS) substantially in the form set forth in Appendix D. (c) Subject to Section 1 1.2(d) and Section 11.3, not later than the thirtieth (30th) day after receipt by Buyer of Seller's Monthly invoice (or the next succeeding Business Day, if the thirtieth (30th) day is not a Business Day), Buyer shall pay to Seller, by wire transfer of immediately available funds to an account specified by Seller or by any other means agreed to by the Parties from time to time, the amount set forth as due in such Monthly invoice. (d) Notwithstanding Section 11.2(c), 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 thirty (30) 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 thirty (30) days after receipt by Buyer of additional information regarding such Deemed Generated Energy -49 - 78956326.9 008151"0016 A TTACHMENT C POWER SALES AGREEMENT 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 11.3. (e) Seller shall, in subsequent invoices, adjust previously invoiced amounts to reflect (i) adjustments pursuant to Section 11.3, 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. (f) Except with respect to disputed invoices where the dispute is first raised within six months after the applicable Monthly billing period, 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. Section 11.3 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 11.3, "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. Section 11.4 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 or otherwise any amount due such Party from the other Party under this Agreement or otherwise, including any amounts due because of breach of this Agreement or any other obligation. Section 11.5 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 - 50 - 78956326.9 008 1519-000 16 ATTACHMENT C POWER SALES AGREEMENT 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, the expiration or termination date of this Agreement, or final settlement of all disputes, claims, or litigation, 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. 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 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 (I5) 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 contractually require all Subcontractors performing services under this Agreement to comply with the provisions of this Section 11.5 by inserting this Section 11.5 into each Subcontract. Section 11.6 Electric Metering Devices. (a) Facility Energy shall be measured using a CAISO-approved revenue- quality Electric Metering Device that complies with the CAISO Tariff and relevant protocols and is dedicated exclusively to the Facility. Seller shall also install an Electric Metering Device at - 51 - 78956326.90081519.00016 ATTACHMENT C POWER SALES AGREEMENT the Facility at a location agreed to by Buyer. 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 Facility Energy. Seller hereby agrees to provide a mutually agreed set of meter data to Buyer, which data shall be accessible to, and usable by, Buyer. In addition to providing Buyer with its meter data, Seller shall use commercially reasonable efforts to support any efforts by Buyer to obtain 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 X1 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. (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, 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 to correct 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. 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 11.6 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. Section 11.7 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 -52 - 78956326 9 0081519-00016 ATTACHMENT C POWER SALES AGREEMENT payments to Seller hereunder; if Buyer elects not to deduct such amounts from Seller's payments, Seller shall 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) 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; provided that further authorizations from such Buyer's regulatory or governing bodies will be required for Buyer to exercise the Project Purchase Option; 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 and continuing throughout the Agreement Term: (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 (in the case of Seller) to enter into this Agreement and each Ancillary Document to which it is a party, 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 and any Ancillary Documents to which it is a party. (b) Seller has taken all corporate or limited liability company action required to authorize the execution, delivery, and performance of this Agreement and all Ancillary Documents requiring execution by such Seller, and Seller has delivered to Buyer(i) copies of all - 53 - 78956326 9 0081 5 1 9-00016 A TTACHMENT C POWER SALES AGREEMENT resolutions and other documents evidencing such corporate or limited liability company actions, certified by an authorized representative of such Seller Party 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. (c) The execution, delivery and performance by each Seller of this Agreement and any Ancillary Documents to which it is a party 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 and all Ancillary Documents, the consummation of the transactions contemplated hereby and thereby and the fulfillment of and compliance with the provisions of this Agreement and any Ancillary Documents, do not conflict with or constitute a breach of or a default under, any of the terms, conditions or provisions of any 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 or result in or require the creation or imposition of any Lien upon any of the properties or assets of any Seller (except as contemplated hereby), and Seller has obtained all Permits (including the CEQA Determinations) required for the construction, operation, and maintenance of the Facility in accordance with the Requirements and the performance of Seller's obligations hereunder and under the Ancillary Documents to which Seller is a party, or such Permits are reasonably expected to be timely obtained in the ordinary course of business. (e) Each of this Agreement and the Ancillary Documents to which Seller is a party 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 or any Ancillary Documents. (g) Seller is not in violation of any 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 or any Ancillary Document. (h) (i) The corporate organizational structure and ownership of Seller and Parent Entity is set forth on Schedule 12.2(h), (ii) Seller is a Special Purpose Entity, (iii) all of the membership interests in Seller are directly owned and controlled by sPower Finco 5, LLC, a Delaware limited liability company; and (iv) all of the membership interests in sPower Finco 5, LLC are directly owned and controlled by sPower Solar Holdings LLC, a Delaware limited - 54 - 78956326 9 0081519-00016 ATTACHMENT C POWER SALES AGREEMENT liability company. The limited liability company interests in each of Seller, and each Parent Entity have been duly issued under and authorized by their respective limited liability company agreements and in accordance with applicable Requirements of Law. (i) Seller has (i)not entered into this Agreement or any Ancillary Document to which it is a party 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 and any Ancillary Document to which it is a party. No petition in bankruptcy has been filed against Seller, 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. 0) Seller has no reason to believe that any of the Permits (other than the CEQA Determinations)required to construct, maintain or operate the Facility in accordance with the Requirements will not be timely obtained in the ordinary course of business and by the Milestone Date required therefor. (k) 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 proposed Tax assessment against it that is not being actively contested by it in good faith and by appropriate proceeding. (1) 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. (m) Seller has not assigned, transferred, conveyed, encumbered, sold or otherwise disposed of the Products except as provided herein. (n) Seller reasonably expects to obtain the CEQA Determinations in the ordinary course of business and is in compliance with any mitigation plans, monitoring programs or other requirements associated therewith. Section 12.3 Covenants of Seller Related to Site Control Documents. (a) A copy of the Site Control Documents duly executed by Seller and the counterparties thereto shall be delivered to Buyer promptly upon execution thereof, but in no event any later than the Site Control Milestone Date. (b) Seller shall on or before the Site Control Milestone Date (i)cause the execution (if applicable), delivery, and performance by Seller of the Site Control Documents to be duly authorized by all necessary action by Seller and to constitute the legal, valid, and binding obligation of Seller, (ii) maintain Site Control at all times after the Site Control Milestone Date, and (iii) provide Buyer with prompt notice of any change in the status of Seller's Site Control. - 55 - 78956326 9 0081519-00016 ATTACHMENT C POWER SALES AGREEMENT (c) For each Site Control Document capable of being recorded, Seller shall cause either a memorandum of such Site Control Document or the Site Control Document itself to be recorded in the applicable county for such Site Control Document promptly upon execution and delivery thereof. (d) Seller shall at all times keep, perform, observe and comply with, or cause to be kept, performed, observed and complied with, all 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 Site Control Documents, and Seller shall not do or permit anything to be done, the doing of which, or refrain from doing anything, the omission of which, could materially impair or tend to impair the rights of Seller under the Site Control Documents, or could reasonably be likely to be grounds for any Lessor or any other counterparty to Seller thereunder to terminate a Site Control Document. (e) Seller shall use commercially reasonable efforts to enforce the provisions of the Site Control Documents short of termination thereof such that Seller may enjoy all of the rights granted to Seller thereunder. (f) Seller shall give Buyer notice of any of the following of which Seller has actual notice upon receipt of actual notice or becoming aware of such occurrence: (i) any default or of any event which, with the giving of notice or passage of time, or both, would become a default under any of the Site Control Documents, or the receipt by Seller of any notice from any Lessor, or any other counterparty to Seller thereto, or (ii) the commencement or threat of any action or proceeding or arbitration pertaining to any Site Control Document. 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 a Site Control Document. Seller shall deliver to Buyer, immediately upon 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 paper, however designated, which shall be served or delivered in connection with any such action, proceeding or arbitration. (g) After Seller's execution and delivery of a Site Control Document, Seller shall not terminate or cancel, or permit or suffer the termination or cancellation of any Site Control Document. In addition, after Seller's execution and delivery of a Site Control Document, Seller shall not (i) modify, change, amend or assign the Site Control Document in any way that would be reasonably likely to result in a material adverse effect on Seller's performance of its obligations under this Agreement or would be reasonably likely to result in a material adverse effect on Buyer's rights under the Option Agreement or Storage Option Agreement, or(ii) waive, excuse, condone, or in any way release or discharge the counterparty to any Site Control Document of or from the obligations, covenants, conditions, and agreements by such counterparty under such Site Control Document in each case, without the prior written consent of Buyer. (h) On or before the Commercial Operation Date Seller shall use commercially reasonable efforts to cause each counterparty under a Site Control Document to provide Buyer with an estoppel certificate that states that: (i) the relevant Site Control Document is in full force and effect and has not been supplemented, amended, assigned or subleased; - 56 - 78956326 9 0081519-00016 ATTACHMENT C POWER SALES AGREEMENT (ii)there are no uncured defaults under the relevant Site Control Document and no event or circumstance has occurred and is continuing which, with the giving of notice, the passage of time or both, would constitute a default under the Site Control Document; (iii) for any Site Control Document that does not recognize and allow for the Right of First Refusal, Right of First Offer and Project Purchase Option, evidences such counterparty's consent to Seller's grant of the Right of First Refusal, Right of First Offer and Project Purchase Option and to the assignment of such Site Control Document to Buyer following exercise of the Right of First Refusal, Right of First Offer or Project Purchase Option; and (iv) evidences such counterparty's consent to the right of Buyer to cure any payment default by Seller under the Site Control Documents prior to termination thereof. (i) Seller shall (i) obtain Buyer's approval prior to the execution and delivery by Seller of any Site Control Document for land not shown on Appendix N and (ii)provide to Buyer copies of all Site Control Documents; provided Buyer's approval of Site Control Documents shall not be unreasonably withheld, conditioned, or delayed. 0) Upon any payment by Buyer to cure any default of Seller under a Site Control Document that prevents termination of such Site Control Document or the exercise of any other remedy of the counterparty thereunder arising out of such default, Seller, within ten (10) days following receipt of notice from Buyer that it made such payment, shall reimburse 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 reimbursement by Seller. (k) As long as this Agreement is in effect,there shall be no merger of any Site Control Document or of the leasehold estate or easement created thereby with the fee estate in the property subject to the Site Control Document and Seller shall not acquire any interest in such fee estate without the prior written consent of Buyer. (1) In the event that a petition under the Bankruptcy Code shall be filed by or against Seller, Seller hereby presently, absolutely, irrevocably, and unconditionally grants and assigns to Buyer the sole and exclusive right to instruct Seller to elect to assume and assign or reject the Land Lease pursuant to Section 365 of the Bankruptcy Code, and Seller agrees that any election, if made by Seller or Seller's trustee without the prior consent of Buyer shall be void at inception and of no force or effect. Absent (i) the consent of any Facility Lender or Tax Equity Investor to a rejection of the Land Lease, or (ii) Seller's representation that (a) it cannot cure, or provide adequate assurance that it will promptly cure, all defaults under the Land Lease, (b) it cannot compensate, or provide adequate assurance that it will promptly compensate, a party other than Seller to the Land Lease for any actual pecuniary loss to such party arising from such default, and (c) it cannot provide adequate assurance of future performance under the Land Lease, Buyer shall instruct Seller to assume the Land Lease. Buyer shall have the right, but not the obligation, to instruct Seller or Seller's trustee as to such assumption and assignment of the Land Lease, and Seller shall, or shall cause Seller's trustee to, comply with such instructions. (m) In the event of a Lessor Bankruptcy and the resulting termination, rejection or disaffirmance by the Lessor(or by any receiver, trustee, custodian, or other party that succeeds to the rights of the Lessor) under the Land Lease pursuant to the Bankruptcy Code, - 57 - 78956326 9 008 l 519-"l6 A TTACHMENT C POWER SALES AGREEMENT Seller hereby presently, absolutely, irrevocably, and unconditionally grants and assigns to Buyer the right to make or refrain from making any election available to lessees under the Bankruptcy Code (including the election available pursuant to Section 365(h) of the Bankruptcy Code and any successor provision) and Seller agrees that any such election, if made by Seller without the prior written consent of Buyer (which Buyer would not anticipate granting due to the important of the Land Lease as security) shall be void at inception and of no force or effect. Without limiting the generality of the foregoing sentence, Seller shall not, without Buyer's prior written consent, elect to treat the Land Lease or the leasehold estate created thereby as terminated under Section 365 of the Bankruptcy Code, after rejection or disaffirmance of the Land Lease by the Lessor (whether as debtor in possession or otherwise) or by any trustee of the 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 to this t1pl. (n) In the event of a Lessor Bankruptcy and the resulting termination, rejection or disaffirmance by the Lessor under the Land Lease (whether as debtor in possession or otherwise)or by any trustee of such Lessor pursuant to the Bankruptcy Code, and Buyer elects to have Seller remain in possession under any legal right Seller may have to occupy the property pursuant to the Land Lease, then Seller shall remain in 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 Land Lease or otherwise. Section 12.4 Covenants of Seller to Provide Quarterly Attestations. Seller shall provide to Buyer each calendar quarter a certificate executed by an authorized officer of Seller certifying that (a) the representations and warranties set forth in this Agreement remain true and correct as of the date of such certificate, and (b) there exists no Default by Seller or any event that, after notice or with the passage of time or both, would constitute a Default hereunder; provided, that with respect to any attestation as to any representation and warranty set forth in Section 12.2(h), Seller may update such attestation and Schedule 12.2(h) in order to account for any mergers, transfers, consolidations, assignments, restructurings, or similar transactions to the extent that such transactions either (A) do not constitute a Change of Control or (B) have been consented to by Buyer. 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, and Seller shall, within thirty (30) days after providing such notice, 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 operational problem related to the Facility if reasonably requested by Buyer that demonstrates in detail reasonably acceptable to Buyer, that the material adverse effect or event of default by Seller or the operator under the O&M Agreement 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 material adverse effect or event of default by Seller or the operator under the O&M Agreement will not - 58 - 78956326-9 00815 19-"16 ATTACHMENT C POWER SALES AGREEMENT 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) Permits. Seller shall timely obtain all Permits required for the construction of the Facility, the performance of such Seller Party's obligations hereunder and under the Ancillary Documents to which such Seller Party is a party, and the operation of the Facility in accordance with the Requirements. (c) Special Purpose Entity. Seller shall remain at all times throughout the Agreement Term a Special Purpose Entity. (d) Facility Debt. Seller shall not permit Facility Debt in an amount that, in the aggregate, exceeds seventy percent (70%) of the Facility Cost. On January 1, April 1, July 1, and October 1 of each year commencing on the Effective Date, Seller shall provide to Buyer a certificate of an officer, director or member of Seller attesting to the Facility Debt as being equal to or less than seventy percent (70%) of the Facility Cost as of such date, which certificate shall be accompanied by supporting documentation in reasonable detail, including Seller's most recent annual and quarterly financial statements and a statement of the Facility's then-current Facility Debt and Facility Cost values. Section 12.6 Storage Technology. (a) [Reserved] (b) Interconnection. Provided that Buyer provides reasonable direction as to storage technology and design, no later than sixty (60) days following the Effective Date, Seller shall complete and submit a material modification request (the "MMR") with the CAISO for the installation of an energy storage system to the Facility location, in an amount equal to 24%of the Contract Capacity, or as otherwise mutually agreed by the Parties (the "Storage Capacity"). Seller shall promptly forward all material communication with the CAISO to Buyer regarding the MMR. If CAISO determines that the MMR does not constitute a material modification, Seller shall use commercially reasonable efforts to reserve the Storage Capacity for Buyer's installation of an energy storage system in accordance with the Storage Option Agreement. If CAISO determines that such request is a material modification, at Buyer's request, Seller shall assist Buyer with a new interconnection request. Buyer shall pay all costs exceeding $91,000 in connection with the MMR. (c) Land. On or before the Site Control Milestone Date, Seller shall reserve land on the Site to accommodate a storage facility configuration at the Facility inverter locations or at the Facility Substation location, or any other location mutually agreed to by the Parties and shall provide evidence to Buyer of such reservation of land; provided that Seller shall not be required to dedicate more than 2,000 square feet of land per MW of installed Storage Capacity. (d) Permit. Provided that Buyer provides reasonable direction as to storage technology and design, Seller shall, at Buyer's request, use commercially reasonable efforts, but incurring no more than $91,000 of costs, to obtain a conditional use permit modification to allow - 59 - 78956326 9 009 15 19-OW 16 ATTACHMENT C POWER SALES AGREEMENT for the installation and operation of an energy storage system at the Facility location. (e) No Other Storage. Seller shall not incorporate into, or utilize any storage technology or capability whatsoever with the Facility, except in connection with Buyer's exercise, if any, of its option under the Storage Option Agreement, or as required by any Governmental Authority other than Buyer or its Participating Members. ARTICLE X1I1 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 under this Agreement when and as due(other than payments disputed in good faith)that is not cured within thirty (30) 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 sixty (60) 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 any Ancillary Document, 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 or inaccuracy is remedied within thirty (30)days after receipt of notice thereof from another Party. (d) Bankruptcy. Bankruptcy of Buyer or any Seller Party. (e) Performance Security Failure. (i) The failure of Seller to furnish Performance Security by the times set forth in Section 5.7, 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 or the letter of credit provider denies that it has any liability in respect of any Performance Security and such Performance Security is not replaced in compliance with Section 5.7. (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 seven (7)after receipt of notice of such failure from Buyer. - 60 - 78956326 9 0091519-00016 ATTACHMENT C POWER SALES AGREEMENT (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, the Option Agreement, the Storage Option Agreement, or any Site Control Document, or (ii) a Change in Control occurs. (h) Site Control Document Default. Seller breaches any of its obligations under Section 12.2, which breach is not cured within ten (10) days after receipt of notice thereof from Buyer, other than a breach of Seller's obligations under Section 12.3(g), which shall immediately trigger a Default hereunder. (i) Casualty. Seller fails to meet its obligations under Section 14.19(b). 0) Key Milestone. Seller fails to achieve any Key Milestone (other than Commercial Operation) on or before the date that is one hundred eighty (180) days after the Milestone Date for such Key Milestone. (k) Commercial Operation Date. Seiler fails to achieve Commercial Operation on or before the Outside Commercial Operation Date. 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 option, suspend performance hereunder or continue to provide services pursuant to its obligations under this Agreement;provided that nothing in this Section 13.2(a) shall affect Se[ler'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. (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, (ii) termination of this Agreement pursuant to Section 13.4, and (iii)exercise of the Project Purchase Option as provided in the Option -bl - 79956326 9 009 1 519-"16 A TTACHMENT C POWER SALES AGREEMENT Agreement. 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. In connection with any financing or refinancing of the Facility, Buyer shall in good faith negotiate and agree upon a consent to collateral assignment of this Agreement that is commercially reasonable and customary in the industry for limited or non-recourse project financing transactions and in form and substance satisfactory to Buyer; provided, however, the terms of such financing, documentation relating thereto and consent shall not conflict with the applicable terms and conditions of this Agreement. (such consent, the "Facility Lender Consent"). The Facility Lender Consent shall provide the Facility Lender or its agent notice of the occurrence of any Default described in Section 13.3 and the opportunity to cure any such default. Seller shall pay Buyer for the reasonable costs and expenses incurred by Buyer arising in connection with the negotiation of the Facility Lender Consent (including reasonable attorneys' fees and expenses)as set forth in Section 14.7. 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. (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 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. - 62 - 78956326.9 0081519-00016 A TTACHMENT C POWER SALES AGREEMENT (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) Facility Energy in an amount equal to the Assumed Daily Deliveries, (ii) the Environmental Attributes associated therewith, and (iii) all other components of the Products. The "Assumed Daily Deliveries" shall be an amount equal to the greater of(A) the quotient of the Guaranteed Generation divided by 365, and (B) the average daily amount of Facility 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; (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. - 63 - 78956326 9 0081519-00016 ATTACHMENT C POWER SALES AGREEMENT (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 Authorised 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 C, 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. With the exception of billing invoices pursuant to Section 11.1, all notices, requests, demands, consents, approvals, waivers and other communications which are required under this Agreement shall be (a) in writing (regardless of whether the applicable provision expressly requires a writing), (b) deemed properly sent if delivered in person or sent by facsimile transmission, reliable overnight courier, or sent by registered or certified mail, postage prepaid to the persons specified in Appendix J, and (c) deemed delivered, given and received on the date of delivery, in the case of facsimile transmission, or on the date of receipt or rejection in the case of delivery in person, by reliable overnight courier, or by registered or certified mail. In addition to the foregoing, the Parties may agree in writing at any time to deliver notices, requests, demands, consents, approvals waivers and other communications through alternate methods, such as electronic mail. Section 14.3 Dispute Resolution. (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. - 64 - 78956326.9 0081519-OW 16 ATTACHMENT C POWER SALES AGREEMENT (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. 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 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 - 65 - 78956326.9 008 1 519-00016 ATTACHMENT C POWER SALES AGREEMENT 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 thereof (and in any event within fourteen (14) days after the initial occurrence 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 or other remedial action is taken, 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, or Buyer is unable to receive, Facility Energy due to a Force Majeure, then Buyer shall have no obligation to pay Seller for Facility Energy not delivered or received by reason thereof. The foregoing provisions shall not excuse any obligation of Seller with respect to Shortfall Energy (and Replacement Product, as applicable) arising prior to the occurrence of any Force Majeure event. In no event shall Buyer be obligated to compensate Seller or any other Person for any losses, expenses or liabilities that Seller or such other Person may sustain as a consequence of any force Majeure. (b) The term "Force Majeure" means 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, 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, or other occurrence that (i) prevents one Party from performing any of its obligations under this Agreement, (ii) could not reasonably be anticipated as of the date of this Agreement, (iii) 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 (iv) by the exercise of due diligence the affected Party is unable to overcome or avoid or cause to be avoided;provided, nothing in clause (iv) 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. 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; (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; (5) Seller's ability to sell any Facility Energy at a price in excess of those provided in this Agreement or Buyer's ability to purchase Energy at a price lower than those provided in this Agreement; (6)curtailment or other interruption of any Transmission Service; (7) failure of third parties to provide goods or services essential to a Party's performance; (8) Facility or equipment failure of any kind; (9)any changes in the financial condition of Buyer, any Seller Party, the Facility Lender or any subcontractor or - 66 - 78956326.9 0081519-"16 ATTACHMENT C POWER SALES AGREEMENT supplier affecting the affected Party's ability to perform its obligations under this Agreement; or (10) Seller's inability to obtain sufficient fuel, including due to lack of wind, sun or other fuel source of an inherently intermittent nature, or power to operate the Facility. (c) Buyer may terminate this Agreement if(i) a Force Majeure event occurs that diminishes the production of the Facility by more than fifty percent (50%) of the 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, the Option Agreement and the Storage Option Agreement in whole or in part without the consent of Seller to a Qualified Buyer Assignee. 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, the Option Agreement, and the Storage Option 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, the Option Agreement or the Storage Option Agreement without the prior written consent of Buyer, such consent not to be unreasonably withheld. Any purported assignment or delegation in violation of this provision shall be null and void and of no force or effect. (c) Buyer's consent shall not be required in connection with the collateral assignment or pledge of this Agreement for the sole purpose of financing exclusively this Facility to any Facility Lender or the assignment of this Agreement to a Tax Equity Investor in connection with a Tax Equity Financing utilizing a lease or inverted lease structure; provided, however, that (1) the terms of such financing and the documentation relating thereto shall not conflict with the applicable terms and conditions of this Agreement, the Option Agreement, and the Storage Option Agreement as applicable, (2) 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 - f7 - 78956326 9 0081519-000]6 ATTACHMENT C POWER SALES AGREEMENT Qualified Operator and (3) 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, the Option Agreement and the Storage Option 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. (d) Subject to Section 14.7 e , Seller shall provide ninety (90) days' written notice to Buyer prior to the occurrence of any (i) Change in Control, (ii) any other transaction or series of transactions with respect to the sale, transfer or disposition involving any parent entity of Seller holding directly or indirectly as least fifty percent (50%) of the equity ownership or the power to control the management and policies of Seller, or(iii) any Tax Equity Financing. (e) A Change in Control is permitted if (i) Buyer has given prior written consent to the transaction or transactions constituting the Change in Control, and (ii) concurrently with the transaction or transactions constituting the Change in Control, if there is a successor entity, 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 the Ancillary Documents, and agree to be bound by all the terms and conditions of this Agreement and the Ancillary Documents, as applicable. In connection with any Change in Control in which Seller remains party to this Agreement and the Ancillary Documents, at Buyer's request, Seller shall deliver an estoppel certificate to Buyer confirming that this Agreement and the Ancillary Documents remain in full force and effect. (f) Seller shall not sell or transfer the Facility to any Person other than a Person to whom Seller assigns this Agreement, the Option Agreement and the Storage Option Agreement in accordance with this Section 14.7, without the prior written consent of Buyer and otherwise subject to compliance with the Right of First Offer and Right of First Refusal set forth in Section 14.25. Any purported sale or transfer in violation of this Section 14.7(fl shall be null and void and of no force or effect. (g) 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, the Option Agreement, or the Storage Option Agreement, as applicable. 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, the Option Agreement and the Storage Option 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. - 68 - 78956326 9 0081519-00016 ATTACHMENT C POWER SALES AGREEMENT (h) Seller shall reimburse, or shall cause the Facility Lender to reimburse, Buyer for the incremental direct expenses incurred by Buyer in the preparation, negotiation, execution or delivery of the Facility Lender Consent 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. 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 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. 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 - 69 - 78956326.9 00815 19-000 16 ATTACHMENT C POWER SALES AGREEMENT 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. 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. 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. 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 [ndemnitees 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 - 70 - 78956326 9 008 15 1 9-000 16 A T TACHMENT C POWER SALES AGREEMENT any person, including SelIer'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 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 lndemnitee. (b) Damage or Destruction. if there is a casualty event or other event causing the destruction of the Facility that renders the Facility incapable of generating 50% or more of the Annual Contract Quantity, Seller shall, within four (4) months of such event, enter into a contract for the design of a replacement facility designed to be capable of satisfying the obligations of Seller under this Agreement. (c) Insurance. Seller shall obtain and maintain the Insurance coverages listed in Appendix F. (d) Condemnation or Other Taking. Throughout the Agreement Term, Seller shall immediately notify buyer of the institution of any proceeding for the condemnation or other taking of the Facility, the Facility Assets, or any portion thereof, 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. Without Buyer's prior written consent, Seller (i) shall not agree to any compensation or award, and (ii) shall not take any action or fail to take any action which would cause the compensation to be determined. All awards and compensation for the taking or purchase in lieu of condemnation of the Facility, the Facility Assets or any portion thereof shall be applied toward the repair, restoration, reconstruction or replacement of the Facility. (e) Limitation of Liability. EXCEPT TO THE EXTENT INCLUDED IN THE LIQUIDATED DAMAGES, INDEMNIFICATION OBLIGATIONS RELATED TO THIRD PARTY CLAIMS, OR OTHER SPECIFIC CHARGES EXPRESSLY PROVIDED FOR HEREIN, 1N 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. - 71 - 78956326 9 0081519-00016 ATTACHMENT C POWER SALES AGREEMENT (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 and representatives, as a condition to receiving confidential information hereunder, to keep confidential, except as required by law, 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 with respect to documents that are clearly marked "Confidential" at the time a Party shares such information with the other Party ("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 if such information (i) is disclosed with the prior written consent of the originating Party, (ii) was in the public domain prior to disclosure or is or becomes publicly known or available other than through the action of the receiving Party in violation of this Agreement, (iii) was lawfully in a Party's possession or acquired by a Party outside of this Agreement, which acquisition was not known by the receiving Party to be in breach of any confidentiality obligation, or (iv) is developed independently by a Party based solely on information that is not considered confidential under this Agreement. (b) 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 officials 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; and (iii) to governmental officials or the public as required by any law, regulation, order, rule, ruling or other Requirement of Law, including laws or regulations requiring disclosure of financial information and information material to financial matters - 72 - 78956326 9 008]5 1 9-000 1 6 ATTACHMENT C POWER SALES AGREEMENT and filing of financial reports and responding to oral questions, discovery requests, subpoenas, civil investigations or similar processes; and (iv) 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, 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 Acf'). Confidential Information of Seller provided to Buyer pursuant to this Agreement shall become the property of Buyer, and Seller acknowledges that Buyer shall not be in breach of this Agreement or have any liability whatsoever under this Agreement or otherwise for any claims or causes of action whatsoever resulting from or arising out of Buyer copying or releasing to a third party any of the Confidential Information of Seller pursuant to CPRA or Brown Act. (e) Notwithstanding the foregoing or any other provision of this Agreement, any 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 Ancillary Documents, and the rights, Liens and priorities of Buyer with respect to such credit support. (f) If Buyer receives a CPRA request for Confidential Information of Seller, and Buyer 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, as required by CPRA, shall release such documents unless Seller timely obtains a court order prohibiting such release. If Seller, at its sole expense, chooses to seek a court order prohibiting the release of Confidential Information pursuant to a CPRA request, then Seller undertakes and agrees to defend, indemnify and hold harmless Buyer and the Indemnitees from and against all suits, claims, and causes of action brought against Buyer or any Indemnitees for Buyer's refusal to disclose Confidential Information of Seller to any person making a request pursuant to CPRA. Seller's indemnity obligations shall include, but are not limited to, all actual costs incurred by Buyer and any Indemnitees, and specifically including costs of experts and consultants, as well as all damages or liability of any nature whatsoever 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 - 73 - 78956326.9 0081 51 9-00016 ATTACHMENT C POWER SALES AGREEMENT fees and costs incurred by Buyer and all Indemnitees, as well as all damages or liability of any nature. (g) Each Party acknowledges that any disclosure or misappropriation of Confidential Information by such Party in violation of this Agreement could cause the other Party or their Affiliates irreparable harm, the amount of which may be extremely difficult to estimate, thus making any remedy at law or in damages inadequate. Therefore each Party agrees that the non-breaching Party shall have the right to apply to any court of competent jurisdiction for a restraining order or an injunction restraining or enjoining any breach or threatened breach of this 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 sponie shall be the "public interest" application of the 'dust 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. I 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 Taxpayer Identification Number (TIN). Seiler declares that its authorized TIN is No payment will be made under this Agreement without a valid TIN. Section 14.24 Service Contract. 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. - 74 - 78956326.900815l9-00016 ATTACHMENT C POWER SALES AGREEMENT Section 14.25 Right of First Offer and Right of First Refusal. (a) Buyer has (i)a "Right of First Offer" (or "ROFO") and a "Right of First Refusal" (or "ROFR") for any proposed sale of the Facility and related assets (the "Facility Assets") by Seller, and (ii)a ROFO with respect to the sale of Additional Energy, all in accordance with the provisions of this Section 14.25. (b) Prior to Seller commencing the negotiation of a sale of the Facility Assets (other than in connection with a Tax Equity Financing, in which case the provisions of this Section 14.25 shall not apply), Seller shall provide notice to Buyer of Seller's proposed transaction (a"Proposed Sale Notice"). Upon receipt of such Proposed Sale Notice, Buyer shall have ninety (90) days in which to provide notice to Seller indicating whether Buyer is interested in negotiating with Seller to purchase the Facility Assets , which notice shall include Buyer's proposed purchase price for the Facility Assets (a "Proposed Purchase Notice"). If Buyer provides such Proposed Purchase Notice, then the Parties shall undertake for a period of up to ninety (90)days from the date of Buyer's Proposed Purchase Notice to determine if they are able to reach mutual agreement on the terms and conditions of a sale of the Facility Assets to Buyer. (c) If (i) Buyer does not provide such Proposed Purchase Notice to Seller indicating that Buyer is interested in negotiating the purchase of the Facility Assets from Seller, or (ii)the Parties are unable to agree upon the terms and conditions of a sale of the Facility Assets to Buyer within the ninety (90) day period set forth in Section 14.25(b) and the consummation of the sale of the Facility Assets does not occur within sixty (60) days thereafter, it being understand that Buyer must obtain approvals from all relevant authorities prior to consummating the purchase of the Facility Assets, then Seller shall be free to negotiate the sale of the Facility Assets to any third party;provided, however, that prior to consummating any such sale, (A) Seller shall provide Buyer with a concise summary of the commercial terms negotiated by Seller with the third party (a "Notice of Proposed Third Party Sale") and (B) Buyer shall have the right to purchase the Facility Assets on substantially similar terms as set forth in the Notice of Proposed Third Party Sale, subject to any modifications required to conform the transaction to requirements for transactions entered into by public agencies, by providing written notice to Seller within ninety (90) days after receipt of the Notice of Proposed Third Party Sale. If Buyer does not elect to exercise its Right of First Refusal and complete its purchase within such ninety (90) days (or such longer period as is required for Buyer to obtain the appropriate approvals so long as Buyer is diligently pursuing approval from the relevant authorities), Seiler shall be free to consummate the sale of the Facility Assets to the third party;provided, that such sale shall be on substantially similar terms and conditions presented to Buyer in the Notice of Proposed Third Party Sale. Any sale of the Facility Assets shall include the assignment and transfer of this Agreement and the Ancillary Documents to such transferee and an assumption by such transferee of all of Seller's obligations under this Agreement and the Ancillary Documents and require a written assumption agreement in favor of Buyer pursuant to which such transferee shall assume all of the obligations of Seller under this Agreement and the Ancillary Documents and agree to be bound by all of the terms and conditions of this Agreement and the Ancillary Documents. (d) If Seller fails to (i)present a Notice of Proposed Third Party Sale within six (6) months after the expiration of the ninety (90) day period set forth in Section 14.25(b), or - 75 - 78956326.9 008 t 519-00016 A TTACHMENT C POWER SALES AGREEMENT (ii)consummate the sale of the Facility Assets to a third party within forty-five (45) days after the expiration of the ninety (90)day period set forth in Section 14.25(c), then Seller shall provide another Proposed Sale Notice hereunder (and go through the ROFO and ROFR processes hereunder) before commencing or continuing negotiations with any third party or consummating a sale of the Facility Assets. - 76 - 78956326 9 0081519-00016 ATTACHMENT C POWER SALES AGREEMENT 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: SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY By: Its: Date:_ Attest: ATTACHMENT C POWER SALES AGREEMENT SELLER: ANTELOPE DSR I, LLC By:_ Its: Date: ATTACHMENT C POWER SALES AGREEMENT APPENDIX A-1 TO POWER PURCHASE AGREEMENT, DATED AS OF JULY 16,2015 BETWEEN SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY AND ANTELOPE DSR 1,LLC CONTRACT PRICE I. Test Energy. The Contract Price for Products associated with Test Energy is equal to $32.25 per MWh. 2. Facility Energy. The Contract Price for the Products associated with all Facility Energy other than Test Energy and Excess Energy is$53.75 per MWh. 3. Excess Energy. The Contract Price for Products associated with Excess Energy $32.25 per MWh. A-1--I ATTACHMENT C POWER SALES AGREEMENT APPENDIX A-2 TO POWER PURCHASE AGREEMENT, DATED AS OF JULY 16,2015 BETWEEN SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY AND ANTELOPE DSR 1, LLC CONTRACT PRICE SCHEDULE . PPA Term . �;•� ll - - 12/31/2016 687,936 20 $52.00 0% 12/31/2016 598,205 20 $52.17 0% 12/31/2016 523,430 20 $52.32 0% 12/31/2016 448,654 20 $52.46 0% 12/31/2016 373,878 20 $52.61 0% �+ 12/31/2016 299,103 20 $52.75 0% 12/31/2016 224,327 20 $53.00 0% 12/31/2016 149,551 20 $53.75 0% 12/31/2016 119,641 20 $54.25 0% 12/31/2016 89,731 20 $55.00 0% 12/31/2016 59,821 20 $56.75 0% Appendix A-2— 1 ATTACHMENT C POWER SALES AGREEMENT APPENDIX B-1 TO POWER PURCHASE AGREEMENT, DATED AS OF DULY 16,2015 BETWEEN SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY AND ANTELOPE DSR 1,LLC FACILITY PERMITS AND OPERATOR 1. Name of Facility: Antelope DSR 1 Solar Facility Location: City of Lancaster, Los Angeles County, California 2. Owner: Antelope DSR 1, LLC 3. Operator: To be designated after Effective Date 4. Equipment: (a) Type of Facility: Solar Photovoltaic (b) Capacity: 50 MW (c) Capacity Factor: P2.5%*] Total nominal gross nameplate capacity: 50 MW Total nominal net capacity under expected average Site conditions: 50 MW 5. Expected Commercial Operation Date (from Appendix I): December 31, 2016 6. Permits: (a) CEQA Determination (b) Conditiortal Use Permit (c) Building Permit (d) Grading Permit (e) Other permits, if any, required for the construction and operation of 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 Generation levels are fixed for all purposes of the Agreement. Appendix B-1 — l ATTACHMENT C POWER SALES AGREEMENT APPENDIX B-2 TO POWER PURCHASE AGREEMENT, DATED AS OF JULY 16,2015 BETWEEN SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY AND ANTELOPE DSR 1, LLC MAP OF THE FACILITY <<Insert Map>> Appendix B-2— I A TTACHMENT C POWER SALES AGREEMENT APPENDIX C TO POWER PURCHASE AGREEMENT, DATED AS OF JULY 16,2015 BETWEEN SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY AND ANTELOPE DSR 1, LLC ANNUAL CONTRACT QUANTITY Contract Year Annual Contract Quantity,MWh 1 142,436 2 141,725 3 141,015 i 4 140,310 5 139,609 6 138,911 J 7 138,216 1 8 137,525 9 136,837 10 136,154 11 135,473 12 134,795 13 134,121 14 133,451 15 132,784 16 132,119 17 131,459 18 130,802 19 0147 13 , 20 129,496 I Appendix C-1 ATTACHMENT C POWER SALES AGREEMENT APPENDIX D TO POWER PURCHASE AGREEMENT, DATED AS OF JULY 16,2015 BETWEEN SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY AND ANTELOPE DSR 1, LLC FORM OF ATTESTATION _Seller Environmental Attribute Attestation and Bill of Sale ("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 generated Z0 _ � Za in the amount of one Environmental Attribute or its equivalent for each MWh generated. 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: Appendix D-1 ATTACHMENT C POWER SALES AGREEMENT APPENDIX E TO POWER PURCHASE AGREEMENT, DATED AS OF JULY lb,2015 BETWEEN SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY AND ANTELOPE DSR 1, LLC FORM OF LETTER OF CREDIT IRREVOCABLE AND UNCONDITIONAL STANDBY LETTER OF CREDIT NO. Applicant: I 1 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 Ibank's address], 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; '-Note to Issuer_ The Letter of Credit must be payable in U.S.dollars within the continental U.S. Appendix E— I ATTACHMENT C POWER SALES AGREEMENT provided that the Available Amount shall be reduced by the amount of each such drawing. 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, which order 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 Documents(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 IV 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 in the form of Exhibit III signed by us. Any such amendment for decrease shall become effective only upon acceptance by your signature on a hard copy amendment. Appendix E—2 ATTACHMENT C POWER SALES AGREEMENT 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. 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. In this connection, in the event of a drawing made by a party other than the Beneficiary, such drawing must be accompanied by the following signed certification and copy of document proving such successorship: "The undersigned does hereby certify that [drawer] is the successor by operation of law to the Southern California Public Power Authority, a beneficiary named in [name of bank] Letter of Credit No. " 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[ I 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 offorum 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, 111 and IV 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 TitleAppendix E—3 ATTACHMENT C POWER SALES AGREEMENT 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 bankl. 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 Appendix E—4 ATTACHMENT C POWER SALES AGREEMENT EXHBIT 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 Appendix E— 5 ATTACHMENT C POWER SALES AGREEMENT EXHIBIT III AMENDMENT Re: Irrevocable and Unconditional Standby Letter of Credit No. Dated 20 Beneficiary: Applicant: Southern California Public Power Authority 1160 Nicole Court Glendora, CA 91740 To Whom It May Concern: The above referenced Irrevocable and Unconditional Standby Letter of Credit is hereby amended as follows: by increasing / decreasing / leaving unchanged (strike two) the stated amount by $ to a new stated amount of $ or by extending the Expiration Date to from All other terms and conditions of the Letter of Credit remain unchanged. An amendment is effective only when accepted by the Southern California Public Power Authority, below. Dated: Yours faithfully, (name of issuing bank) By Title ACCEPTED SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY By_ TitleDate Appendix E—6 ATTACHMENT C POWER SALES AGREEMENT EXHIBIT IV SURRENDER Re: Your Irrevocable and Unconditional Standby Letter of Credit o- 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 Appendix E—7 ATTACHMENT C POWER SALES AGREEMENT APPENDIX F TO POWER PURCHASE AGREEMENT, DATED AS OF JULY 16,2015 BETWEEN SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY AND ANTELOPE DSR 1, LLC INSURANCE L GENERAL REQUIREMENTS Within ten (10) 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 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. Appendix F-1 ATTACHMENT C POWER SALES AGREEMENT ll. 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 $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 with Blanket Contractual Liability, Independent Contractors, Broad Form Property Damage, Premises and Operations, Products and Completed Operations, fire, Legal Liability and Personal Injury coverages included. Such insurance shall provide coverage for total limits actually arranged by Seller, but not less than $10,000,000.00 combined single limit per occurrence. Should the policy have an aggregate limit, such aggregate limits should not be less than double the Combined Single Limit. 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: l. 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. Severabi lity-of-I nte rest or Cross-Liability Clause such as: "The policy to which this endorsement is attached shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the limits of the company's liability." 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 on an endorsement to the policy Appendix F-2 ATTACHMENT C POWER SALES AGREEMENT 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. 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 $1,000,000.00 each accident and shall be a separate policy if not included with Workers' Compensation coverage. 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, the Southern California Public Power Authority, the Board of Directors, and Buyer's members against risks of damage to buildings, structures, and materials and equipment 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. Buyer shall be a named additional insured on the policy. 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 earthquake or flood 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 the substantial completion of the Facility, whichever date is the later, or(2) the effective date of the Property All Risk Insurance referenced below. Appendix F-3 ATTACHMENT C POWER SALES AGREEMENT F. Property All Risk Insurance Seller shall procure and maintain an All Risk Physical Damage policy to insure the full replacement value of the property located at Facility as described in this Agreement. The policy shall include coverage for expediting expense, extra expense, Business Interruption, ensuing loss from faulty workmanship, faulty materials, or faulty design. 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 insureds, and all losses shall be payable in the same manner, as provided for the Builders' Risk Policy in Paragraph [I.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, combined single limit. 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). Appendix F-4 ATTACHMENT C POWER SALES AGREEMENT APPENDIX G TO POWER PURCHASE AGREEMENT, DATED AS OF JULY 16, 2d15 BETWEEN SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY AND ANTELOPE DSR 1,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 QIA 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 Seller's QIA 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 QIA 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: Appendix G-i ATTACHMENT C POWER SALES AGREEMENT 1) A written Q/A Manual. 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 operation that complies with the maintenance manuals of the manufacturers and suppliers from whom Seller has purchased equipment and/or material and best industry practices. Q/A Manual The idea of a Q/A manual 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. Seller's quality program shall be documented in a Quality Assurance manual (the "Q/A Manual"). The form and the format of the Q/A Manual shall be developed by Seller, but must comply with Prudent Utility Practices and follow manufacturers' and suppliers' recommendations without deviation. The content of the Q/A Manual shall provide written descriptions of policies, procedures and methodology to accomplish a quality project. Seller shall submit three (3) copies of the Q/A Manual within ninety (90) days after the Effective Date to Buyer or Buyer's Authorized Representative. The Q/A Manual 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 Q/A Manual 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 Q/A Manual 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. Appendix G-2 ATTACHMENT C POWER SALES AGREEMENT (f) Proper documentation, control and disposition of nonconforming equipment and materials is maintained. (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. Each firm will have its own quality assurance and quality control procedures, however, 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 multiple phase review process, and all comments have been addressed, the design is considered final and ready for construction permitting. During the final engineering design process, geotechnical studies will be finalized as needed. If existing subsurface conditions are different from anticipated, the design may be modified to account for any variances. Any changes of this nature will be documented in as-built design drawings and approved in advance by Seller. Quality Assurance at the Construction Site Seller will hire a third party general 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. Appendix G-3 ATTACHMENT C POWER SALES AGREEMENT 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 will 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 engineer. This punchlist is maintained by the contractor, and is signed off by Seller upon completion of all punchlist items. Lastly, the independent engineer will 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 Seiler shall supply a Quality Assurance Plan for Buyer's review and approval no less than sixty (60) days prior to the anticipated Commercial Operation Date. Upon receipt of Quality Assurance Plan, Buyer shall provide written approval, such approval not to be unreasonably withheld, or comment within ten (10) Business Days. Appendix G4 ATTACHMENT C POWER SALES AGREEMENT APPENDIX H TO POWER PURCHASE AGREEMENT, DATED AS OF JULY 16, 2015 BETWEEN SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY AND ANTELOPE DSR 1, LLC UALIFIED OPERATORS Sustainable Power Group LLC FTP Power LLC Signal Energy, LLC First Solar Electric (California) Inc. NRG Energy, Inc. SunPower Corporation Zachry Holdings, Inc. Swinerton Builders, Inc. AMEC Kamtech Inc. Iberdrola Renewables, LLC EDF Renewable Services, Inc. Fluor Facility and Plant Services, Inc. SunEdison, Inc. Appendix H-1 ATTACHMENT C POWER SALES AGREEMENT APPENDIX I TO POWER PURCHASE AGREEMENT, DATED AS OF JULY 16, 2015 BETWEEN SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY AND ANTELOPE DSR 1, LLC MILESTONE SCHEDULE No. Guaranteed Date Milestone Description DailvLiouidated Damages I_ Ten (10) days after the Seller has delivered all Effective Date certificates and other documents required to establish that Commercial Automobile Liability, Commercial General Liability, Excess Liability and Workers' Compensation/Employer's Liability Insurance meeting the requirements of the Agreement and AAwendix F is in full force and effect 2. j Thirty(30) days after the Seller has delivered the _ Effective Date Development Security 3. June 29, 2015 Seller has delivered to Buyer a CEC pre- certification form duly approved by the CEC. 4. September 30, 2015 Seller has achieved the $5,000 per day Environmental Compliance Milestone 5. March 31, 2016 Seller has executed and $5,000 per day delivered copies of the Site Control Documents and has obtained Site Control 6. March 31, 2016 Seller has entered into a Subcontract for the engineering, procurement, and construction of the Facility that satisfies the j Appendix 1-1 ATTACHMENT C POWER SALES AGREEMENT No. Guaranteed Date Milestone Description_ Daily Liquidated _ _Damages requirements set forth in the Agreement and has delivered a copy of such Subcontract to Buyer (with confidential or proprietary information redacted at Seller's discretion). _ 7. March 31, 2016 Seller has executed construction financing documents for the financing of the construction of the Facility. 8. June t, 2016 Seller has obtained all $5,000 per day Permits set forth on Appendix B-1_(which shall be final and non- appealable), excluding all Permits not yet required for Seller's operation of the Facility but that are reasonably expected to be obtained in due course. 9. June 15, 2016 Seller has achieved the $5,000 per day Construction Start Date. t0. December 15, 2016 Seller has achieved initial synchronization of the Facility. it. December 31, 2016 Commercial Operation $10,000 per day Date Appendix 1-2 ATTACHMENT C POWER SALES AGREEMENT APPENDIX J TO POWER PURCHASE AGREEMENT, DATED AS OF JULY 16,2015 BETWEEN SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY AND ANTELOPE DSR 1,LLC AUTHORIZED REPRESENTATIVES; lWYFR AND Sl-.1.I,ER BILLIN(., NOTIFICATI€ 'N AN F) 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: Executive Director Southern California Public Power Authority 1160 Nicole Court Glendora, CA 91740 Telephone: (626) 793-9364 Facsimile: (626) 704-9461 Email: bcamahan@scppa.org 1.2 Seller: Antelope DSR 1, LLC Attention: Operations& Maintenance Telephone: 435-421-9022 Facsimile: 801-679-3501 Email: radams@spower.com 2. Billings. Billings and payments pursuant to Article XI and Appendix A shall be transmitted to the following addresses: 2.1 If Billing to Buyer: Southern California Public Power Authority 1160 Nicole Court Glendora, CA 91740 Attention: Accounts Payable Telephone: (626) 793-9364 Facsimile: (626) 704-9461 Email: voates@scppa.org Appendix 7-I ATTACHMENT C POWER SALES AGREEMENT 2.2 If Payment to Bu er: Southern California Public Power Authority 1160 Nicole Court Glendora, CA 91740 Attention: Accounts Payable Telephone: (626) 793-9364 Facsimile: (626) 704-9461 Email: voates@scppa.org 2.3 If Payment or Billing to Seller: Antelope DSR 1, LLC Controller Attention: Accounts Receivables Telephone: 801-679-3512 Facsimile: 801-679-3501 Email: rliddell@sPower.com 3. Notices. Unless otherwise specified by Buyer all notices (other than Scheduling notices, curtailment notices, and Deemed Generated Energy notices): If to Bugler: Southern California Public Power Authority c/o Executive Director 1 160 Nicole Court Glendora, CA 91740 Telephone: 626-793-93 64 Facsimile: 626-793-9461 Email: shomer@scppa.org, knguyen@scppa.org, and bcamahan@scppa.org If to Seller: Antelope DSR 1, LLC Attention: General Counsel's Office Telephone: 801-679-35I2 Facsimile: 801-679-3501 Email: smcbride@spower.com Appendix J-2 ATTACHMENT C POWER SALES AGREEMENT 4. Schedulers. Unless otherwise specified by Buyer, all notices related to Scheduling of the Facility shall be sent to the following address: If to Buyer: Southern California Public Power Authority c/o Executive Director 1160 Nicole Court Glendora, CA 91740 Telephone: 626-793-9364 Facsimile: 626-793-9461 Email: shomer@scppa.org, knguyen@scppa.org, and bcamahan@scppa.org If to Seller: Antelope DSR 1, LLC Attention: Operations& Maintenance Telephone: 435421-9022 Facsimile: 801-679-3501 Email: radams@spower.com 5. Curtailments. All notices related to curtailments of the Facility pursuant to Section 7.5 shall be sent to the following address: If to Buyer: Southern California Public Power Authority c/o Executive Director 1160 Nicole Court Glendora, CA 91740 Telephone: 626-793-9364 Facsimile: 626-793-9461 Email: shomer@scppa.org, knguyen@scppa.org, and bcarnahan@scppa.org If to Seller: ANTELOPE DSR 1, LLC Attention: Operations& Maintenance Telephone: 435-421-9022 Facsimile: 801-679-3501 Email: radams@spower.com Appendix 1-3 ATTACHMENT C POWER SALES AGREEMENT 6. Deemed Generated Energy. Unless otherwise specified by Buyer, all notices related to calculations of Deemed Generated Energy shall be sent to the following address: If to Buyer: Southern California Public Power Authority c/o Executive Director 1 160 Nicole Court Glendora, CA 91740 Telephone: 626-793-9364 Facsimile: 626-793-9461 Email: shomer@scppa.org, Icnguyen@scppa.org, and bcarnahan@scppa.org If to Seller: Antelope DSR 1, LLC Attention: Operations & Maintenance Telephone: 435421-9022 Facsimile: 801-679-3 5 01 Email: radams@spower.com Appendix J-4 ATTACHMENT C POWER SALES AGREEMENT APPENDIX K TO POWER PURCHASE AGREEMENT, DATED AS OF DULY 16,2015 BETWEEN SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY AND ANTELOPE DSR 1, LLC FORM OF OPTION AGREEMENT This Purchase Option Agreement (this "Agreement") is made as of 2015 (the "Effective Date"), by and between Antelope DSR 1, LLC, a Delaware limited liability company ("Developer"), and the Southern California Public Power Authority ("SCPPA"), a joint powers agency and a public entity organized under the laws of the State of California and created under the provisions of 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., (the "Act"), and that certain Southern California Public Power Authority Joint Powers Agreement entered into pursuant to the provisions of the Act among SCPPA and SCPPA's members, dated as of November 1, 1980. Developer and SCPPA are sometimes hereinafter individually or collectively called a"Party"or the "Parties". WHEREAS, Developer and SCPPA are party to that certain Power Purchase Agreement, dated as of [ (the "PPA"). Terms used but not defined herein shall have the respective meanings given in the PPA. WHEREAS, pursuant to the PPA, Developer is developing the Facility, a solar photovoltaic power generating facility to be located at the Site, and SCPPA will purchase the energy, capacity rights and environmental attributes from the Facility. WHEREAS, Developer has agreed to offer SCPPA the option to purchase the Facility on the terms provided herein, and SCPPA has agreed to accept such option to purchase. WHEREAS, pursuant to the PPA, the Parties have agreed to enter into this Agreement. NOW THEREFORE, in consideration of the foregoing Recitals, which are incorporated herein by this reference, SCPPA entering into the PPA, the covenants and agreements herein contained, and other good and valuable consideration, (the receipt and adequacy of which is hereby acknowledged by the Parties), the Parties, intending to be legally bound, hereto agree as follows: 1. OPTION TO PURCHASE FACILITY. 1.1 Grant of Purchase Option. Developer hereby gives and grants SCPPA an irrevocable right and option, to be exercised in its sole discretion, to purchase al I of the Developer's right, title, and interest in and to the Facility on the terms set forth herein (the "Purchase Option") (the occurrence of the transfer of the Facility, the "Closing"). So long as no Default by SCPPA has occurred and is continuing under the PPA, SCPPA may exercise the Purchase Option, with the transfer of the Facility to occur on or about either the tenth (10th), fifteenth (15th) or twentieth (20th) anniversary of the Commercial Operation Date (each, a "Purchase Option Date"). Developer acknowledges that Appendix K-1 ATTACHMENT C POWER SALES AGREEMENT SCPPA has no obligation to exercise the Purchase Option and that SCPPA may decline to exercise the Purchase Option for any or no reason, as SCPPA deems appropriate in its sole discretion. 1.2 Determination of Purchase Price. (a) Fair Market valve. SCPPA may, on or at any time within two hundred ten (210) days before each Purchase Option Date (the "Purchase Price Notice Date"), request a determination of the purchase price under the Purchase Option (the "Purchase Price"). The Purchase Price shall be the fair market value of the Facility determined in accordance with this Section 1.2; provided that the Purchase Price shall in no event be less than the applicable amount set forth on Exhibit A. The fair market value of the Facility shall be the amount a willing buyer would pay for the Facility and all rights and interests associated therewith, in an arm's-length transaction, to a willing seller under no compulsion to sell on the applicable Closing Date (as defined below), taking into account all relevant facts and circumstances relating to the Facility, and assuming (a) delivery of the expected generation for the then-remaining term of the PPA at the Contract Price, and (b) that the Facility is able to generate revenue for the remaining useful life of the Facility at a price per MWh equal to the then fair market price for Energy, Capacity Rights, Environmental Attributes and other products generated by the Facility, as may adjusted due to any material casualty or other loss event, real or threatened condemnation proceeding, or other material adverse event affecting all or any portion of the Facility prior to and as of the Closing Date. If SCPPA disagrees with Developer's determination of the fair market value, the Parties may meet and attempt to agree on a fair market value. (b) Independent Appraiser. If the Parties are unable to agree on the fair market value, the Parties shall jointly retain an independent appraiser to determine such fair market value (the "Independent Appraiser"), SCPPA shall be responsible for the costs of the Independent Appraiser. The Independent Appraiser shall be an individual who is a member of a national accounting, engineering or energy consulting firm qualified by education, experience, and training to determine the value of solar generating facilities of the size and age and with the operational characteristics of the Facility, and who specifically has prior experience valuing solar energy generating facilities. The Independent Appraiser shall be reasonably acceptable to both Parties. Except as may be otherwise agreed by the Parties, the Independent Appraiser shall not be (or within three (3) years before his or her appointment have been) a director, officer, or an employee of, or directly or indirectly retained as consultant or adviser to, either of the Parties or their respective Affiliates. The Independent Appraiser shall make a determination of the Purchase Price within thirty (30) days after appointment (the "Price Determination"). Upon making the Price Determination, the Independent Appraiser shall provide a written notice thereof to both Developer and SCPPA, along with all supporting documentation detailing the method of calculation of the Purchase Price. Except in the event of fraud or manifest error, the Price Determination shall be a final and binding determination of the fair market value of the Facility. (c) Additional Appraisers. If the Parties are unable to agree upon an Independent Appraiser within thirty (30) days after SCPPA submits a request for a determination of the Purchase Price under this Section 1.2,then each of Developer and SCPPA shall select and retain an independent appraiser meeting the requirements for an independent appraiser set forth in this Section 1.2. Each Party shall cause its appraiser to make a determination of the Purchase Price within thirty (30) days. Upon completion of the two appraisals, SCPPA and Developer shall deliver the results to each other. If the purchase price determinations of the two independent appraisers vary by less than ten percent Appendix K-2 ATTACHMENT C POWER SALES AGREEMENT (10%), the Price Determination shall be the simple average of the price determinations of the two appraisals. If the variance is greater than ten percent (10%), the two independent appraisers shall select a third independent appraiser meeting the requirements for an independent appraiser set forth in this Section 1.2, or if the first two appraisers fail to agree upon a third appraiser within fifteen (I5) days, a third independent appraiser shall be appointed by the American Arbitration Association ("AAA") upon application of either Party in accordance with the applicable rules and regulations of the AAA for such selection. The third appraiser shall select one of the appraisals generated by the first two appraisers within thirty (30) days of his retention and such resulting price shall be the Price Determination. If the third appraiser selects the appraisal originally generated by SCPPA's appraiser, Developer shall pay the fees and costs of the third appraiser. If the third appraiser selects the appraisal originally prepared by Developer, SCPPA shall pay the fees of the third appraiser. (d) Exercise of Purchase Option. If SCPPA wishes to exercise the Purchase Option following the Price Determination, it shall deliver an exercise notice (the "Exercise Notice") to Developer within one hundred eighty (180) days after receipt of the Price Determination (the "Exercise Period"). Any such exercise notice shall be irrevocable once delivered, subject to SCPPA's rights to not Close under Section 4. If SCPPA does not exercise the Purchase Option during the Exercise Period, then the Price Determination shall be null and void, and SCPPA may not request a new determination of the Purchase Price until the next Purchase Option Date. 1.3 Terms and Date of Facility Purchase. The Parties shall consummate the sale of the Facility to SCPPA no later than ninety (90) days following SCPPA's delivery of an Exercise Notice. On the effective date of such sale (the "Closing Date"), (a)Developer shall surrender and transfer to SCPPA all of Developer's right, title, and interest in and to all assets, properties, rights and interests of every kind, nature and description(whether real, personal or mixed, whether tangible or intangible, and wherever situated), operated, owned or leased by, or allocated to, Developer for or in connection with the Facility and its intended purpose, operation, and function (other than any assets that SCPPA and Developer have mutually agreed to exclude from the transfer and sale, collectively, the "Excluded Assets") and shall retain all liabilities, and profits (including any Environmental Attributes), arising from or relating to the Facility prior to and as of the Closing Date in accordance with Section 1.4; (b) SCPPA shall pay the Purchase Price to Developer in readily available funds, and shall assume all liabilities arising from or relating to the Facility after the Closing Date in accordance with Section I.4; (c) SCPPA shall pay all amounts incurred by SCPPA due to Developer under the PPA as of the Closing Date net of any amounts owed by Developer to SCPPA thereunder; (d) both Developer and SCPPA shall (i)execute and deliver a bill of sale and assignment of contract rights, together with such other conveyance and transaction documents as are reasonably required to fully transfer and vest title to the Facility in SCPPA, and (ii) deliver such ancillary documents, including releases, resolutions, certificates, third-party consents and approvals, and such similar documents as may be reasonably necessary to complete and conclude the sale of the Facility to SCPPA; and (e) the PPA shall automatically terminate. The purchase and sale of the Facility shall be on an "as-is, where-is" basis, except that Developer shall make representations and warranties regarding title, authority, and liens and shall, prior to the Closing Date, provide disclosures with specificity and in good faith, to the knowledge of Developer, regarding any actions, suits, arbitrations, procedures, and/or claims pending or threatened against Developer or the Facility, which if adversely determined, could adversely affect the Facility or result in a material liability to SCPPA. Developer shall, to the extent reasonably possible, transfer or assign to SCPPA all manufacturer and third-party warranties with respect to the Appendix K-3 ATTACHMENT C POWER SALES AGREEMENT Facility or any part thereof. SCPPA shall pay all transaction and closing costs associated with exercise of the Purchase Option. 1.4 Allocation of Liabilities. At the Closing, SCPPA shall assume and agree to pay for, perform, fulfill and discharge after the Closing, the liabilities and obligations relating to the Facility that are first required to be performed after the Closing or arising or occurring after the Closing, other than the Excluded Liabilities (collectively, the "Assumed Liabilities"). The Assumed Liabilities shall include all liabilities and obligations under contracts which are assumed by SCPPA at the Closing arising before the Closing Date and becoming due after Closing Date; provided that the Assumed Liabilities shall not include any liabilities arising out of a breach or default thereof by Developer prior to the Closing Date. SCPPA shall not assume, and shall not be deemed to have assumed, and shall have no liability with respect to (whether asserted before or after the Closing and regardless of whether the same or the basis therefor may have been disclosed to SCPPA by Developer or otherwise be known to SCPPA), any liabilities or obligations of any nature, fixed or contingent or known or unknown related to the Facility other than as specifically set forth in this Section 1.4 (with all such unassumed obligations referred to in this Agreement as the "Excluded Liabilities"). Without limiting the generality of the preceding sentence, SCPPA shall have no liability with respect to any of the following liabilities or obligations (whether asserted before or after the Closing and regardless whether the same or the basis therefor may have been disclosed to SCPPA by Developer or otherwise be known to SCPPA), all of which are included in the Excluded Liabilities: (a) Any liability or obligation of Developer in respect of taxes attributable to the Facility for taxable periods ending on or prior to the Closing, including any supplemental tax liability related to activity at the Facility conducted on or before the Closing that arises after the Closing; (b) Any liability or obligation of Developer relating to the Facility, including arising out of Developer's ownership and operation of the Facility, arising or occurring on or prior to the Closing; (c) Any liability or obligation of Developer with respect to the employment or termination of any employee or group of employees by Developer, or the terms thereof, whether union or nonunion, whether the liability or obligation calls for performance or observance before or after the Closing and whether the liability or obligation arises from a collective bargaining agreement, pension trust fund plan, or other agreement or arrangement to which Developer is a party or by which Developer is bound (whether oral or written and whether express or implied in fact or in law) or any past practice or custom or otherwise; (d) Any liability or obligation of Developer for pension fund payments or unfunded pension fund liabilities; (e) Any liability or obligation arising from or associated with any of the Excluded Assets; (f) Any liability or obligation of Developer or its Affiliates to a third party arising from any indemnification claim, injury to or death of any person or damage to or destruction of any property, whether based on negligence, breach of warranty, strict liability, enterprise liability or any other legal or equitable theory arising from actions by, for or on behalf of Developer or its Affiliates arising on or prior to the Closing; and Appendix K-4 ATTACHMENT C POWER SALES AGREEMENT (g) Any liability or obligation of Developer or its Affiliates arising solely in connection with the Facility secured by a Lien of a Facility Lender, including principal of, premium and interest on indebtedness, fees, expenses or penalties, amounts due upon acceleration, prepayment or restructuring, or benefit monetization, swap or interest rate hedging breakage costs and any claims or interest due with respect to any of the foregoing, and specifically excluding any obligations associated with any equity investment or Tax Equity Financing provided to Developer, or any Affiliate of Developer, to support the development, construction and operation of the Facility("Facility Debt"), or Liens or encumbrances other than those permitted in writing by SCPPA at the Closing. 2. ACCESS AND DUE DILIGENCE. Between the Purchase Price Notice Date and the Closing Date (such period, the "Applicable Diligence Period"), upon reasonable advance notice, Developer will (a)afford SCPPA and its representatives (and the Independent Appraiser) full and complete access during normal business hours to the Facility and to Developer's personnel, any and all contracts, permits, books and records, properties, design schematics, blueprints or other similar documents, and any other documents and data (provided that SCPPA shall observe, and shall cause its representatives to observe, all of Developer's security protocols), (b) furnish SCPPA and SCPPA's representatives (and the Independent Appraiser) with copies of all such documents and data as SCPPA or the Independent Appraiser may reasonably request, and (c) furnish SCPPA and its representatives (and the Independent Appraiser) with such additional financial, operating, and other data and information in Developer's possession or to which Developer has access as SCPPA and its representatives (and the Independent Appraiser) may reasonably request. During the Applicable Diligence Period, upon reasonable advance notice (but not less than twenty four (24) hours), Developer shall afford SCPPA and its representatives (and the Independent Appraiser), with reasonable access to the Facility for the purpose of inspecting the same, to conduct any performance tests or physical inspections or otherwise, including to conduct a phase 1 environmental site assessment, in such manner so as not to materially disturb or interfere with the normal operations of the Facility. 3. OPERATION OF THE FACILITY, CONDUCT OF BUSINESS. During the Applicable Diligence Period, Developer will conduct its business with respect to the Facility in accordance with the ordinary course of business consistent with past practices and Prudent Utility Practices. During the Applicable Diligence Period, Developer shall not (a) sell or otherwise dispose of or encumber any of the Facility assets or any other property or assets which are primarily related to the operation, maintenance and use of the Facility (other than sales, leases, transfers or dispositions in the ordinary course of business consistent with past practice and Prudent Utility Practices), or (b) except as may be required by their terms, and except in the ordinary course of business consistent with past practice, modify, subordinate, amend, terminate, cancel, sever or surrender, or permit or suffer the modification, subordination, amendment, termination, cancellation, severance or surrender of any contract, permit or warranty, without the prior written approval of SCPPA. 4. NOTIFICATION. During the Applicable Diligence Period, Developer shall give prompt notice (each notice, a "Change Notice") to SCPPA of the occurrence or non-occurrence of any event, change, effect or development of any kind which could be reasonably expected to result in a: (a) material adverse effect, or (b) breach of any of Developer's covenants under this Agreement. If elected by SCPPA, the Purchase Price may be adjusted by an amount (as determined by the Parties in good faith, or absent their mutual agreement, by an Independent Appraiser using the same methodology as set forth in Section 1.2) to take into account each event described in a Change Notice. SCPPA shall have the right, but not the obligation, to either (i) terminate the Purchase Option with Appendix K-5 ATTACHMENT C POWER SALES AGREEMENT respect to the applicable Purchase Option Date and elect not to purchase the Facility; provided, however, that such termination shall not affect SCPPA's right to exercise a Purchase Option with respect to a future date, or(ii)proceed with the Closing despite the existence of the Change Notice and pay the Purchase Price, as such Purchase Price may be adjusted pursuant to this Section 4, subject to the minimum purchase price in Exhibit A. 5. MISCELLANEOUS. 5.1 Representations and Warranties of SCPPA. (a) SCPPA 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) The execution, delivery and performance by SCPPA 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 SCPPA's regulatory or governing bodies, other than that which has been obtained; provided that further authorizations from such Buyer's regulatory or governing bodies will be required for SCPPA to exercise the Option; 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 SCPPA 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. 5.2 Representations and Warranties of Developer. (a) Developer 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 (in the case of Developer)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) Developer has taken all corporate or limited liability company action required to authorize the execution, delivery, and performance of this Agreement, and Developer has delivered to Developer (i) copies of all resolutions and other documents evidencing such corporate or limited liability company actions, certified by an authorized representative of Developer as being true, correct, and complete, and (4) an incumbency certificate signed by the secretary of Developer certifying as to the names and signatures of the authorized representatives of Developer. (c) The execution, delivery and performance by Developer 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. Appendix K-6 ATTACHMENT C POWER SALES AGREEMENT (d) This Agreement constitutes the legal, valid and binding obligation of Developer 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. 5.3 Survival. The rights of SCPPA under this Agreement and the Purchase Option shall be prior and superior to the rights of any Facility Lender and prior to and superior to the rights of any other person or entity that subsequently acquires an interest in the Facility. Any person or entity acquiring the Facility or any interest therein of any nature (including, without limitation, via foreclosure or deed-in-lieu of foreclosure by any Facility Lender) shall take the Facility subject to the rights of SCPPA to acquire the Facility. 5.4 Waiver of Consequential Damages. THE PARTIES AGREE THAT TO THE FULLEST EXTENT ALLOWED BY LAW, IN NO EVENT SHALL EITHER PARTY BE RESPONSIBLE OR LIABLE, WHETHER IN CONTRACT, TORT, WARRANTY, OR UNDER ANY STATUTE OR ON ANY OTHER BASIS, FOR SPECIAL, INDIRECT, INCIDENTAL, MULTIPLE, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR DAMAGES FOR LOST PROFITS OR LOSS OR INTERRUPTION OF BUSINESS, ARISING OUT OF OR IN CONNECTION WITH THE FACILITY OR THIS AGREEMENT. 5.5 Assignment. SCPPA 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 Developer to a Qualified Buyer Assignee that is also the assignee of the PPA. Notwithstanding the foregoing, in connection with any such assignment, such Qualified Buyer Assignee shall execute a written assumption agreement in favor of Developer pursuant to which any such Qualified Buyer Assignee shall assume all the obligations of SCPPA under this Agreement, thereby relieving the assignor SCPPA from its duties and obligations hereunder. Except as set forth in this Section 5.5, neither Party shall have the right to assign its rights or obligations under this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed. 5.6 Modifications. No modification of this Agreement shall be effective unless set forth in writing and signed by SCPPA and Developer. 5.7 Governing Law and Venue. This Agreement and the Exhibits attached hereto shall be governed by and construed under the laws of the State of California. The parties hereto agree that venue for any action brought to enforce the terms of this Agreement shall be in the applicable courts of the County of Riverside and the Parties hereby submit to the jurisdiction of such courts. 5.8 Entire A reement. The terms of this Agreement and the PPA constitute the entire agreement between the Parties pertaining to the subject matter hereof. All prior or contemporaneous agreements, representations, negotiations and understandings of the Parties concerning the subject matter hereof, whether oral or written, are hereby superseded and merged herein. 59 Notices. All notices, consents, waivers, demands, requests or other instruments or communications to be given by one Party to the other Party shall be given in accordance with the requirements for such instruments or communications set forth in the PPA. Appendix K-7 ATTACHMENT C POWER SALES AGREEMENT 5.10 PPA Termination. If the PPA expires or is terminated for any reason whatsoever, then the Purchase Option and this Agreement shall automatically terminate and be of no further force or effect. 5.11 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. 5.12 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. 5.13 No Partnership. 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. 5.14 Further Assurances. Upon the reasonable request of the other Party, the applicable Party shall execute and deliver such further documents, instruments or conveyances and take, or cause to be taken, all appropriate action of any kind (subject to applicable Requirements of Law) as may be reasonably necessary or advisable to carry out any of the provisions hereof and to otherwise consummate and effectuate the transactions contemplated by this Agreement, all at the sole cost and expense of the requesting Party. Upon SCPPA's request and without further consideration, Developer or its Affiliates, as applicable, shall promptly do, execute, acknowledge and deliver all such further acts, assurances and instruments of sale, transfer, conveyance, assignment and confirmation as are reasonably required, and take all such other action as SCPPA may reasonably request in order to more effectively (a) transfer, convey and assign the Facility Assets to SCPPA in accordance with the provisions set forth in this Agreement, (b) to the full extent permitted by applicable Requirements of Law, put SCPPA in actual possession of and confirm SCPPA's title to, all of Developer's right, title and interest in and to any assets related to the Facility, and (c) include within the Facility Assets, and transfer, convey and assign to Developer, free and clear of all Liens other than Liens expressly permitted by SCPPA in writing at the closing of the sale of the Facility Assets, any assets necessary for the ownership, operation and maintenance of the Facility that are held or owned by Developer or an Affiliate of Developer on or before the closing. 5.15 Relationship with PPA; Right of First Offer and light of First Refusal. Except as otherwise specifically stated herein, this Agreement is independent of the PPA and, as a separate agreement, shall survive the amendment or modification of the PPA. In the event of a conflict between this Agreement and the PPA, this Agreement shall control. Notwithstanding the foregoing, this Agreement shall not be deemed to limit Buyer's Right of First Offer or Right of First Refusal set forth in the PPA. Appendix K-8 ATTACHMENT C POWER SALES AGREEMENT 5.16 Equitable Remedies. The Parties acknowledge that money damages may not be an adequate remedy for violations of this Agreement by Seller and that Buyer may, in its sole discretion, seek and obtain from a court of competent jurisdiction specific performance or injunctive or such other equitable relief as such court may deem just and proper to enforce this Agreement or to prevent any violation hereof. The Parties hereby waive any objection to specific performance or injunctive or other equitable relief. [Signature Page Follows] Appendix K-9 ATTACHMENT C POWER SALES AGREEMENT IN WITNESS WHEREOF, the Parties have executed and delivered this Purchase Option Agreement as of the Effective Date. ANTELOPE DSR I, LLC By: Name: Title: SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY By: Name: Title: Appendix K-10 ATTACHMENT C POWER SALES AGREEMENT Exhibit A Minimum Purchase Price Purchase Option Date Minimum Purchase Price 10 years $82,390,142 15 years $78,367,065 20 vear5 $66.995,000 Appendix K-i ATTACHMENT C POWER SALES AGREEMENT APPENDIX L-1 TO POWER PURCHASE AGREEMENT, DATED AS OF JULY 16, 2015 BETWEEN SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY AND ANTELOPE DSR 1, LLC FORM OF CONSTRUCTION START DATE CERTIFICATE This certification ("Certification") of the Construction Start Date is delivered by Antelope DSR 1, LLC ("Seller") to Southern California Public Power Authority ("Buyer') in accordance with the terms of that certain Power Purchase Agreement dated ("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 terns 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 _ ANTELOPE DSR 1, LLC By:Its: Date: Appendix L-1-1 ATTACHMENT C POWER SALES AGREEMENT APPENDIX L-2 TO POWER PURCHASE AGREEMENT, DATED AS OF JULY 16,2015 BETWEEN SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY AND ANTELOPE DSR 1, LLC FORM OF C:OMMERCIAL OPERATION DATE CERTIFICATF This certification ("Certification") of the Commercial Operation is delivered by [independent engineer] ("Engineer") to Southern California Public Power Authority ("Buyer") in accordance with the terms of that certain Power Purchase Agreement dated _ ("Agreement") by and between ANTELOPE DSR 1, 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. 4. Equipment sufficient to generate one hundred percent(100%) of the Contract Capacity of the Facility has been erected in accordance with the equipment manufacturer's specifications ("Initial Mechanical Completion"); 5. The electrical collection system related to the Facility comprising the total installed power capacity referenced in (1) above is substantially complete (subject to completion of punch-list items), functional,and energized for the Facility; 6. The substation for the Facility is substantially complete (subject to completion of punch- list items)and capable of delivering the Facility Energy; 7. The Initial Commissioning Completion (defined below) has been achieved for the equipment that has achieved Initial Mechanical Completion; and 8. The Facility is operational and interconnected with the CAISO grid and released by the CAISO for Commercial Operation and capable of delivering Facility Energy through the permanent interconnection facilities for the Facility. For purposes of Section 4 above, "Initial Commissioning Completion" means that the electrical and control systems have been energized and tested in accordance with the equipment manufacturer's specifications. EXECUTED by [INDEPENDENT ENGINEER] this day of 20__ [INDEPENDENT ENGINEER] By: Its: Date: Appendix L-2-1 ATTACHMENT C POWER SALES AGREEMENT APPENDIX M-1 TO POWER PURCHASE AGREEMENT, DATED AS OF DULY 16, 2015 BETWEEN SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY AND ANTELOPE ❑SR 1, LLC [RESERVED] Appendix M-1-1 ATTACHMENT C POWER SALES AGREEMENT APPENDIX M-2 TO POWER PURCHASE AGREEMENT, DATED AS OF DULY 16,2015 BETWEEN SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY AND ANTELOPE DSR 1, LLC [RESERVED] Appendix M-2-1 ATTACHMENT C POWER SALES AGREEMENT APPENDIX N TO POWER PURCHASE AGREEMENT, DATED AS OF JULY 16,2015 BETWEEN SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY AND ANTELOPE DSR 1,LLC SITE CONTROL DOCUMENTS On or prior to December 31, 2015, Seller may update this Appendix N by Notice to Buyer, to add or remove Site Control Documents for the parcels shown on the following map, provided that such parcels are under control by Seller and have a conditional use permit for the construction and operation of a solar facility. Site Control Documents: I. 2. 3. [See Attached Map] Appendix N-I ATTACHMENT C POWER SALES AGREEMENT APPENDIX O TO POWER PURCHASE AGREEMENT, DATED AS OF JULY 16,2015 BETWEEN SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY AND ANTELOPE DSR 1, LLC STORAGE OPTION AGREEMENT This Storage Option Agreement (this "Agreement") is made as of , 2015 (the "Effective Date"), by and between Antelope DSR 1, LLC, a Delaware limited liability company ("Developer"), and the Southern California Public Power Authority ("SCPPA"), a joint powers agency and a public entity organized under the laws of the State of California and created under the provisions of the California Joint Exercise of Powers Act found in Chapter 5 of Division 7 of Title i of the Government Code of the State of California, beginning at California Government Code Section 6500, et. seq., (the "Act"), and that certain Southern California Public Power Authority Joint Powers Agreement entered into pursuant to the provisions of the Act among SCPPA and SCPPA's members, dated as of November 1, 1980. Developer and SCPPA are sometimes hereinafter individually or collectively called a"Party"or the "Parties". WHEREAS, Developer and SCPPA are party to that certain Power Purchase Agreement, dated as of JULY 16, 2015 (the "PPA"). Terms used but not defined herein shall have the respective meanings given in the PPA. WHEREAS, pursuant to the PPA, Developer is developing the Facility, a solar energy generating facility to be located at the Site. WHEREAS, in conjunction with the Facility, SCPPA may wish to place an energy storage facility (the "Storage Project") at the Site, on the terms and conditions set forth in this Agreement. WHEREAS, Developer has agreed to grant SCPPA an option to lease certain land and to provide certain assistance and accommodation for the placement of the Storage Project at the Site. WHEREAS, pursuant to the PPA,the Parties have agreed to enter into this Agreement. NOW THEREFORE, in consideration of the foregoing Recitals, which are incorporated herein by this reference, SCPPA entering into the PPA, the covenants and agreements herein contained, and other good and valuable consideration, (the receipt and adequacy of which is hereby acknowledged by the Parties), the Parties, intending to be legally bound, hereto agree as follows: Appendix 0-1 ATTACHMENT C POWER SALES AGREEMENT I. Option. 1.1 Grant of Option. Developer hereby grants to SCPPA an option (the "Option") to lease (a) a portion of the Site (the "Option Property"), (b) rights to excess interconnection capacity in the amount of up to twelve (12) MW, or such other amount mutually agreed to by the Parties, under the Generator Interconnection Agreement (the "Excess Interconnection Capacity"), and (c) rights under the relevant Permits for the purpose of installing, owning, operating, and maintaining the Storage Project (such rights, the "Storage Project Rights"). The Option Property shall be selected and identified by Developer and SCPPA jointly, taking into consideration the design of the Storage Project, provided that the Option Property shall not exceed 2,000 square feet per MW of the Storage Capacity, unless otherwise agreed to by the Parties. 1.2 Option Period. The option period shall run from the Commercial Operation Date and shall continue through the fifteenth (15th) anniversary thereof(the "Option Period"). 1.3 Exercise of Option. SCPPA may exercise the Option at any time during the Option Period by delivering to Developer written notice of exercise of the Option ("Notice of Exercise"). The Option may be exercised once or twice, at SCPPA's election, provided that if the Option is exercised twice, the combined Storage Project resulting from both exercises shall be subject to all requirements of this Agreement. Upon delivery by SCPPA of a Notice of Exercise, SCPPA and Developer shall promptly negotiate and execute a lease and storage implementation agreement (each such agreement, a "Lease') and such other agreements, as appropriate, to afford SCPPA the Storage Project Rights. Each Lease shall contain terms and conditions consistent with the terms set forth in Section 1.5 of this Agreement, other customary terms and conditions, and such other terms and conditions as the Parties may mutually agree. If the Option is exercised twice, the second Lease shall be in a form substantially identical to the first Lease. Upon execution of second Lease, this Agreement shall terminate. 1.4 Arbitration/Remedies. If the Parties have failed to agree upon the terms and conditions of a Lease within ninety (90) days after Developer's receipt of a Notice of Exercise, then SCPPA shall have the right to initiate arbitration proceedings with respect thereto in accordance with this Section 1.4. Any such arbitration proceedings shall be conducted in Riverside, California before a single arbitrator under the auspices and then-current Commercial Arbitration Rules of the American Arbitration Association. The arbitrator shall have substantial professional experience in electric power purchase and sale transactions, with experience in energy storage projects. Within twenty(20)days following selection of the arbitrator, each Party shall submit to the arbitrator a proposed form of Lease. Thereafter, the arbitrator may conduct such hearings, allow such discovery and make such inquiries as the arbitrator deems appropriate, provided that the arbitrator shall be directed (i) to select one of the submitted forms of Lease as most consistent with this Agreement, without compromise (aka "baseball" arbitration), as his award, and (ii) to deliver his award within sixty (60) days following his retention. SCPPA and the Developer shall give full access to the arbitrator. The Parties shall execute and deliver the Lease selected by the arbitrator within ten (10) days following his award and, if either Party fails to do so, the aggrieved Party may seek specific performance of the award from the court pursuant to Sections 14.12 and 14.13 of the PPA. To the fullest extent permitted by law, any arbitration proceeding and the arbitrator's award thereon shall be maintained in confidence by the Appendix 0-2 ATTACHMENT C POWER SALES AGREEMENT Parties. If the arbitrator selects the Lease submitted by SCPPA, Developer shall pay the fees and costs of the arbitrator. If the arbitrator selects the Lease submitted by Developer, SCPPA shall pay the fees and costs of the arbitrator. Except for the foregoing, each Party shall pay its own legal fees and other costs of the arbitration. 1.5 Lease Terms. (a) Annual rent of$1 for the Storage Project Rights and any and all necessary and desirable equipment reserved for or to accommodate the Storage Project, including the excess capacity of the inverters. (b) SCPPA will be responsible for the engineering, procurement and construction of the Storage Project and operating and maintenance costs of the Storage Project. SCPPA will install additional protective devices at Developer's reasonable request to isolate the Storage Project from the facility inverters in the event of a fault or other event. Developer shall assist with SCPPA's efforts as set forth in Section 3.3. (c) SCPPA may elect to engage Developer to operate and maintain the Storage Project. If Developer agrees to be so engaged, operation and maintenance shall be in accordance with Prudent Utility Practices and in compliance with any equipment warranty requirements or recommendations of the equipment manufacturers and/or vendor. (d) SCPPA shall be entitled to utilize the inverter to flow electricity from the Storage Project on to the grid when the inverter has available capacity. (e) SCPPA shall be entitled to redirect some of the Energy generated by the Facility into the Storage Project and draw from the Storage Project as it needs, provided that such operations do not conflict with the terms of the Facility's interconnection agreement. (f) SCPPA shall pay Developer at the Contract Price for Energy the Facility would have otherwise generated and delivered to the Point of Delivery during a redirection of Energy into the Storage Project, but shall not be required to pay Developer for the Storage Project charge/discharge cycle. (g) The Parties shall agree upon detailed operating procedures for the operation of the Storage Project, including metering protocols and procedures to appropriately measure the Energy output of the Facility into the inverters and to the grid and Energy output of the Facility into the Storage Project. (h) The Lease shall contain such other terms and conditions as necessary to reflect the financing and ownership structure for the Storage Project. (i) The Lease shall automatically terminate upon the termination or expiration of the PPA for any reason. 1.6 FaiIure to Exercise Option. If the Option has not been exercised as of 5:00 p.m. Pacific time on the last day of the Option Period, then the Option shall automatically expire and this Agreement automatically terminate, without further action by any Party, and the rights Appendix 0-3 A TTACHMENT C POWER SALES AGREEMENT granted to SCPPA hereunder shall be of no further force or effect. In the event the last day of the Option Period falls on a Saturday, Sunday or holiday, the Option Period shall be extended to the next business day. 2. Access to 013tion Property. During the Option Period, Developer shall provide SCPPA and its employees, agents, consultants and contractors ("SCPPA Personnel") with reasonable access to the Option Property, during normal business hours and upon two (2) days prior notice by SCPPA, for the purpose of undertaking reasonable Feasibility studies and due diligence review. SCPPA will cause SCPPA Personnel to abide by Developer policies and safety protocols at all times during periods of access to Option Property and shall conduct its activities in such a manner so as to avoid material damage to the Site and avoid materially interfering with the operations of the Facility. 3. Stora e Proiect. 3.1 Storage Project Development, Ownership. Except as specifically set forth below, and in a Lease, SCPPA shall be solely responsible, at its sole cost and expense, for engaging an EPC contractor, securing financing and constructing and installing the Storage Project. Unless otherwise agreed to by the Parties, upon completion, SCPPA shall be the owner of the Storage Project. The foregoing notwithstanding, upon exercise of the Option, Developer shall have the right of first offer to provide financing for the Storage Project, including lease financing, or Storage Project ownership by Developer. SCPPA shall reasonably consider any such offer of financing provided by Developer. 3.2 Storage Project Characteristics. The Storage Project shall have a nameplate capacity no greater than twenty-four percent (24%) of the Contract Capacity. The Storage Project shall connect to the AC or DC portion of the Facility, as mutually agreed to by the Parties. 3.3 Developer Responsibilities. In addition to and without limiting any of Developer's obligations under the PPA, including Section 12.6, Developer agrees to reasonably cooperate with SCPPA's efforts to develop and install the Storage Project, including providing qualified personnel to assist with the activities set forth herein and providing information about the Facility. In particular, at SCPPA's request, Developer shall use commercially reasonable efforts to assist SCPPA with the following installation tasks, provided that Developer shall not be required to incur third party costs or expenses in excess of One Hundred Eighty-Two Thousand Dollars ($182,000) in the aggregate in connection with the obligations of Developer set forth in Section 12.6 of the PPA and this Section 3.1 (i) preparing an RFP for the Storage Project. (ii) selecting a technology and vendor to install the Storage Project. (iii) Managing the installation of the Storage Project. (iv) Any other related activities, including interconnection and permitting efforts. Appendix 0-4 ATTACHMENT C POWER SALES AGREEMENT 4. Miscellaneous. 4.1 Representations and Warranties of SCPPA. (a) SCPPA 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) The execution, delivery and performance by SCPPA 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 SCPPA's regulatory or governing bodies, other than that which has been obtained; provided that further authorizations from such Buyer's regulatory or governing bodies will be required for SCPPA to exercise the Option; 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 SCPPA 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. 4.2 Representations and Warranties of Developer. (a) Developer 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 to perform and carry out all covenants and obligations on its part to be performed under and pursuant to this Agreement. (b) Developer has taken all corporate or limited liability company action required to authorize the execution, delivery, and performance of this Agreement, and Developer has delivered to Developer (i) copies of all resolutions and other documents evidencing such corporate or limited liability company actions, certified by an authorized representative of Developer as being true, correct, and complete, and (ii) an incumbency certificate signed by the secretary of Developer certifying as to the names and signatures of the authorized representatives of Developer. (c) The execution, delivery and performance by Developer 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) This Agreement constitutes the legal, valid and binding obligation of Developer 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 Appendix 0-5 ATTACHMENT C POWER SALES AGREEMENT of creditors' rights generally or by general equitable principles, regardless of whether such enforceability is considered in a proceeding in equity or at law. 4.3 Waiver of Consequential Damages. THE PARTIES AGREE THAT TO THE FULLEST EXTENT ALLOWED BY LAW, IN NO EVENT SHALL EITHER PARTY BE RESPONSIBLE OR LIABLE, WHETHER IN CONTRACT, TORT, WARRANTY, OR UNDER ANY STATUTE OR ON ANY OTHER BASIS, FOR SPECIAL, INDIRECT, INCIDENTAL, MULTIPLE, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR DAMAGES FOR LOST PROFITS OR LOSS OR INTERRUPTION OF BUSINESS, ARISING OUT OF OR IN CONNECTION WITH THE FACILITY OR THIS AGREEMENT. 4.4 Assi nment. SCPPA 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 Developer to a Qualified Buyer Assignee that is also the assignee of the PPA. Notwithstanding the foregoing, in connection with any such assignment, such Qualified Buyer Assignee shall execute a written assumption agreement in favor of Developer pursuant to which any such Qualified Buyer Assignee shall assume all the obligations of SCPPA under this Agreement, thereby relieving the assignor SCPPA from its duties and obligations hereunder. Except as set forth in this Section 4.4, neither Party shall have the right to assign its rights or obligations under this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed. 4.5 Modifications. No modification of this Agreement shall be effective unless set forth in writing and signed by SCPPA and Developer. 4.6 Governiniz Law and Venue. This Agreement and the Exhibits attached hereto shall be governed by and construed under the laws of the State of California. The parties hereto agree that venue for any action brought to enforce the terms of this Agreement shall be in the applicable courts of the County of Riverside and the Parties hereby submit to the jurisdiction of such courts. 4.7 Entire A reement. The terms of this Agreement and the PPA constitute the entire agreement between the Parties pertaining to the subject matter hereof. All prior or contemporaneous agreements, representations, negotiations and understandings of the Parties concerning the subject matter hereof, whether oral or written, are hereby superseded and merged herein. 4.8 Notices. All notices, consents, waivers, demands, requests or other instruments or communications to be given by one Party to the other Party shall be given in accordance with the requirements for such instruments or communications set forth in the PPA. 4.9 PPA Termination. If the PPA expires or is terminated for any reason whatsoever, then the Option Period shall automatically end, and this Agreement shall automatically terminate and be of no further force or effect. 4.10 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 Appendix 0-6 ATTACHMENT C POWER SALES AGREEMENT 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. 4.11 CounteMarts. 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. 4.12 No Partnership, 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. 4.13 Recce. No later than Site Control Milestone Date, Developer shall identify the Site and the Parties shall execute and deliver a Memorandum of this Agreement in form and substance acceptable to SCPPA, which Memorandum shall promptly be recorded in the Official Public Records of the County in which the Site is located. 4.14 Further Assurances. Upon the reasonable request of the other Party, the applicable Party shall execute and deliver such further documents, instruments or conveyances and take, or cause to be taken, all appropriate action of any kind (subject to applicable Requirements of Law) as may be reasonably necessary or advisable to carry out any of the provisions hereof and to otherwise consummate and effectuate the transactions contemplated by this Agreement, all at the sole cost and expense of the requesting Party. 4.15 Equitable Remedies. The Parties acknowledge that money damages may not be an adequate remedy for violations of this Agreement by Developer and that SCPPA may, in its sole discretion, seek and obtain from a court of competent jurisdiction specific performance or injunctive or such other equitable relief as such court may deem just and proper to enforce this Agreement or to prevent any violation hereof. The Parties hereby waive any objection to specific performance or injunctive or other equitable relief. 4.16 Successors and Assigns. All covenants, promises and agreements by or on behalf of the Parties contained in this Agreement shall be binding upon and inure to the benefit of the successors and permitted assigns of the Parties hereto. [Signature page follows.] Appendix 0-7 ATTACHMENT C POWER SALES AGREEMENT IN WITNESS WHEREOF, the Parties have executed and delivered this Storage Option Agreement as of the Effective Date. ANTELOPE DSR 1, LLC By: Name: Title: SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY By: Name: Title: Appendix O-S ATTACHMENT C POWER SALES AGREEMENT SCHEDULE 12.2(h) TO POWER PURCHASE AGREEMENT, DATED AS OF DULY 16,2015 BETWEEN SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY AND ANTELOPE DSR 1, LLC STRUCTURE OF PARENT ENTITIES FTP Power LLC Sustainable Power Group LLC sPower Solar Holdings LLC sPower Finco 5, LLC i Other project holdings(e.g.from other tax equity financings) Antelope DSR, LLC 78035178 Schedule 12.2(h)-1 A TTACHMENT C POWER SALES AGREEMENT rtv RECEIVED Li lvE JUL � 9 2015 CITY ADMINISTRATION c11YcLERK'so�r STAFF REPORT HUMAN RESOURCES DEPARTMENT DATE: July 21,2015 TO: Honorable Mayor and City Council FROM: Teresa McAllister, Director of Human Resources Departmen ` RE: Adoption of City of Vernon Personnel Policies and Procedures, Hours of Work II-4 (new) and Personnel Records and General Personnel Files III-2 (new) Recommendation A. Find that approval of the proposed personnel policy and procedures in this staff report is exempt under the California Environmental Quality Act (CEQA) in accordance with Section 15061(b)(3), the general rule that CEQA only applies to projects that may have a significant effect on the environment; and B. Adopt the attached Personnel Policy and Procedures, Hours of Work I1-4 (new), Personnel Records and General Personnel Files III-2 (new) and incorporate into the Personnel Policies and Procedures Manual; and C. Authorize the City Administrator and the Director of Human Resources to execute and distribute the above-referenced policies to all employees. Background The Human Resources Department is responsible for maintaining and managing the City's Personnel Policies and Procedures. Prior to 2013, a comprehensive review of the Personnel Policies and Procedures had not been conducted in over twenty (20) years. In line with the City's good governance reforms, the City commenced and is continuing its comprehensive review of its policies and procedures, including the incorporation of new policies and programs designed to benefit the City, its employees, and surrounding communities. To ensure a more efficient and effective method in maintaining and managing the City's personnel policies and procedures, the City Council on November 20, 2012, approved Resolution No. 2012-231 that incorporates all personnel policies into the Personnel Policies and Procedures Manual. The manual is designed to provide a uniform and consistent system for human resource administration throughout the City. In addition, the manual will provide employees with greater Page 1 of 2 clarity with respect to personnel policies, and promote effective communication among managers, supervisors, and employees. In furtherance of the City's good governance reform efforts, staff has presented the following revised policies for consideration by the City Council and adoption into the Personnel Policies and Procedures Manual: • Hours of Work Policy II-4 (new)—The attached policy provides uniform guidelines for the application of State and Federal laws including the Fair Labor Standards Act(FLSA) and provide guidelines for modified work hours for City employees. • Personnel Records and General Personnel Files Policy I1I-2 (new)—The attached policy establishes guidelines for the collection, maintenance, access to, and retention of the official personnel records of employees and the general personnel files of the Human Resources Department. In accordance with the Meyers Milias-Brown Act, City staff participated in the meet and confer process on the above policies with the City's labor associations/unions as of June 23, 2015. As such, any agreed upon revisions have been incorporated into the attached policies. . Fiscal Impact There is no fiscal impact to adopt the attached policies. Attachment(s) 1. Hours of Work Policy II-4 2. Personnel Records and General Personnel Files Policy 1I1-2 Page 2 of 2 4 J }� y FOS. #� Approved: i k. City of Vernon, California * Human Resources Policy and Procedure Manual *#11'latr twodt Director of Human Resources City Administrator Number• III-2 Effective Date: SUBJECT: PERSONNEL RECORDS AND GENERAL PERSONNEL FILES PURPOSE: To establish guidelines for the collection, maintenance, access to, and retention of the official personnel records of employees and the general personnel files of the Human Resources Department. DEFINITION: The Official File in the Human Resources Department is the repository of personnel records concerning individual employees. The formal and permanent employee record shall be maintained in the Human Resources Office. POLICY: Employees must report promptly to the Human Resources Department, changes in the following status: name, address, telephone number, marital status, name and birth date of dependents, formal education, relevant courses completed and other training or skills acquired, persons to notify in case of emergency, physical or other limitations impacting his or her job duties, and insurance beneficiaries. 1. OFFICIAL PERSONNEL FILE - Contains those records and documents pertaining to an employee's work history with the City from date of hire to separation. The Human Resources Department shall maintain the Official Personnel File for each City employee. a. Disciplinary Action Records - Written documents relating to disciplinary actions taken for the purpose of correcting the conduct or performance of employees shall be filed in the Official Personnel File. This file shall 1 Number: 111-2 Effective Dole: contain copies of all written materials pertaining to formal notice of disciplinary action (written reprimands), and punitive disciplinary actions (suspension, demotion, termination, extension or reinstatement of probation, and denial of step increase). All disciplinary actions will remain part of an employee's permanent record unless removal of a specific item is requested by the department head in writing to the Human Resources Director and approved by the City Administrator. b. Access to Personnel Files - Review of records and documents in employees' official personnel files shall be limited to official City business and on a need to know basis, and shall be in conformance with state law. In their normal course of business relating to the employee, City personnel and agents whose duties require them to have access to or to inspect employee personnel records may be granted access by Human Resources staff to the personnel files. These persons may include: 1) The employee 2) An employee representative designated and authorized in writing by the employee 3) Designated Human Resources staff 4) Designated Finance and payroll staff 5) Department supervisors and managers 6) Other City staff designated as confidential in the conduct of official business of the City, including the City Administrator, City Attorney, and their designated department staff 7) Other administrative officers or agents approved by the City Administrator in order to administer City business or policies in the course and scope of their duties, including investigators charged to conduct internal personnel investigations, and third party administrators or outside legal counsel for the purposes of administering the City's general liability or workers compensation programs Actual review of contents of the file by the employee or authorized employee representative shall be scheduled at the mutual convenience of the employee or authorized representative and authorized Human Resources Department staff, and shall be accomplished in the presence of such authorized staff. As a normal practice, an employee may, at reasonable times and at reasonable intervals, during usual business 2 Number: III-2 Effective Date: hours, with no loss of compensation, inspect his or her personnel file. The scheduling of personnel file inspection must be coordinated with employee's supervisor and Human Resources Department designee. c. Copies of Documents in Personnel Files - Copies of most records and documents signed by the employee and placed in the personnel files are routinely provided to the employee. Copies of records and documents not routinely provided may be requested by the employee. Copies of documents of an adverse nature shall be provided to an employee prior to placement in the employee's Official Personnel file (examples: notices of disciplinary action, unsatisfactory performance evaluations and related records). Copies of records and documents subpoenaed by the courts or legally constituted Boards or Commissions shall be provided and fees collected if applicable. Pursuant to the Firefighters Procedural Bill of Rights Act and Public Safety Officer's Procedural Bill of Rights Act, no comment adverse to the employees interest shall be entered in his/her personnel file or any other file used for personnel purposes without the employee having first read and signed the document containing the adverse comment indicating he/she is aware of such comment, except that such entry may be made if after reading such instrument the employee refuses to sign it. Should the employee refuse to sign, the fact shall be noted on the document, and signed or initial by the employee. The employee shall have 30 days within which to file a written response to any adverse comment entered into the personnel file with the response attached to, and accompanying, the adverse comment. d. Rebuttal of Documents in Personnel Files — Unless otherwise provided in the Firefighters Procedural Bill of Rights Act or Public Safety Procedural Bill of Rights Act, an employee has ten (10) business days, from receipt of the copy of the adverse personnel document, to submit a request for change, deletion or a letter of rebuttal to his/her department head. The department head then has ten (10) business days to respond in writing to the employee's request and to notify the employee of his/her decision. The department head must indicate whether the requested change or deletion will be granted or denied. In the event that the employee did not send a request for change or deletion but simply seat a letter of rebuttal, the department head must acknowledge receipt of the letter and forward a copy of it to Human Resources for placement in the employee's official file to accompany the original document. 3 Number: 111-2 Effective Date: In the event that the employee is dissatisfied with the department head's written response, the employee may request to meet with his/her department head to discuss the matter further. The employee must request this meeting within ten (10) business days of the department head's written response. The department head will notify the employee, at the conclusion of the meeting, of his/her decision whether to uphold or modify the initial document. The employee then has ten (10) business days, from the meeting, within which to submit a final rebuttal. The final rebuttal will be placed in the employee's official file and will accompany the initial document if not changed or deleted, and any previously submitted rebuttal letters which pertain to this incident. e. Release of Information from Personnel Files - Information generally available without authorization from the employee, and provided by Human Resources Department staff from the employee's Official Personnel file pursuant to official City business, shall include the following: 1) Verification data sufficient to ensure proper identification of the employee. 2) Employment verification data, including current status, hire date, termination date, position title and department, and current or final salary. 3) Information necessary to process claims for Workers' Compensation, Unemployment Compensation Insurance, City vehicle accident, City liability, and City retirement. 4) Records where disclosure is required by valid subpoena, court order, or in response to an administrative or judicial request. Staff shall consult with the City Attorney's Office prior to releasing any employee records pursuant to a subpoena, or other judicial or administrative request. 5) Release of information not specified above, including reference checks, which shall be the responsibility of the Human Resources Department, may only be considered when accompanied by signed authorization from the employee concerned. f. Retention of Personnel Files - The contents of the employee's Official Personnel Files shall be retained for five years after separation date, on 4 Number: 111-2 Effective Date: electronic imaging software, originals destroyed, and the files transferred on compact disc and placed in records storage in accordance with the City of Vernon records retention program. 2. GENERAL PERSONNEL FILES - These files are the repository for all matters (correspondence, statements, memos, reports and other data, information, materials, etc.) concerned with the administration of the City personnel program including, but not limited to, the recruiting, examining, placement, classification, pay, Workers' Compensation, legal, safety and benefits administration. These files shall be confidential in accordance with the Public Records Act with access limited to Human Resources Department staff and such other personnel and/or individuals requiring access pursuant to official City business, as determined by the Human Resources Director. Retention of all materials in these files shall be governed by various legal requirements (Federal and State) and the City Records Retention Program. 3. GRIEVANCE FILES - These files shall be maintained in the Human Resources Department separate from the Official Personnel File. The employee, the Human Resources Department, the affected employee labor organization, the affected department head and/or their official designee, legal counsel, and any outside arbitrator responsible for determining the final disposition of the grievance shall be the only persons with access to these records. 4. MEDICAL RECORDS - These files are considered highly confidential and shall be maintained in the Human Resources Department separate from the Official Personnel File, with limited access generally available only to the affected employee and the Human Resources Department. Medical records related to workers compensation treatment may be disclosed under HIPAA, and employees who file a workers compensation or other liability claim related to their medical condition must provide access to relevant medical records in order for a determination of compensability to be made. 5. DEPARTMENTAL WORKING PERSONNEL FILE — If an employee's department maintains working personnel files, employees of that department shall have access to their departmental working personnel file during the regular business hours of City hall, provided they notify the department head. The review of the file shall be accomplished in the presence of authorized staff. All verbal reprimands shall be documented in the departmental working personnel file, and the employee will be required to sign the documentation before it is placed in the file. In the event that an employee refuses to sign, this will be noted on the documentation and the department head will cross-sign the document. 5 Number: III-2 Effective Date: Information contained in the departmental working file should be destroyed following employee separation. Departments should ensure all required documents have been forwarded to Human Resources Department to include in the employee's official personnel file. Documentation of a verbal reprimand shall remain in the working personnel file for a period of twelve (12) months. After the twelve (12) month period has elapsed, the documentation of the verbal reprimand shall be removed from the departmental working file. PROCEDURE: Responsibility Action Employee 1. Notifies Human Resources Department or employing department, orally or in writing, that he/she wants to review contents of own personnel file. If employee designates a representative for this review, prepares, dates and signs a written statement of authorization. Human Resources/Department 2. Sets up mutually convenient time for the review during office hours, designates location and staff member for the review. Employee 3. Arranges with immediate supervisor in accordance with City policy, for the review of personnel file. Human Resources Staff Member 4. Checks identification of employee and/or employee representative, if necessary. Records name of representative. 5. Provides Official or Departmental 6 Number: 111-2 Effective Date: Working Personnel File for review and personally monitors review. Employee and/or Representative 6. Reviews contents of personnel file in presence of staff member. a. If copies requested, identifies document and number of copies desired. b. If employee wants to rebut a particular document where provision for rebuttal was not provided on the document, identi- fies document and prepares, signs and submits rebuttal to Department Head. Human Resources Staff Member 7. Photocopies and, if applicable, collects the appropriate fee for copies of documents issued to separated employees. 8. Receives and files signed rebuttals and appropriate documents after review by the Department Head. 7 D1 VE ' ,ctfro;*' City of Vernon, California Human Resources Policies and Procedures 5 *` Director of Human Resources City Administrator Number:II-4 Effective Date: SUBJECT: HOURS OF WORK PURPOSE: To provide uniform guidelines for the application of State and Federal laws including the Fair Labor Standards Act (FLSA) and to provide guidelines for modified work hours for City employees. POLICY: The standard work week for the City of Vernon begins at 12:00 a.m. on Sunday and ends on Saturday at 11.59.59 p.m. In accordance with FLSA, hours worked include all hours that an employee is "suffered or permitted to work" for the employer (29 U.S.C.,§203(g)). Hours worked also include time during which an employee is "necessarily required to be on the employer's premises, on duty or at a prescribed work place" (29 C.F.R. §785.7) . A. Exempt Employees Employees employed in a bona fide executive, administrative, or professional capacity may be considered "exempt employees" under the FLSA. The work week for full-time employees designated as FLSA exempt is generally considered to be 40 hours, and for part-time exempt employees the proportion of 40 hours equivalent to the appointment percentage. FLSA exempt employees do not receive overtime compensation or compensatory time off. The hours of work for exempt employees shall be those necessary to fully perform the work assigned and the requirements of the classification, and exempt employees may be required to work extended hours in excess of their normal work week as part of their regular compensation. While exact hours are not tracked, performance issues may arise if exempt employees do not meet the desired performance objectives as a result of not working the hours required to complete their job duties. Department Heads are responsible for setting and monitoring accountability expectations. Number: II-4 Effective Date: B. Non-Exempt Employees 1. Standard Work Week Under the FLSA, the standard work week for non-exempt employees, other than public safety, can be defined as any seven (7) consecutive days during which an employee is regularly scheduled to work forty (40) hours or less. For public safety employees, the standard work period can be any regular and recurring work schedule between seven (7) and twenty-eight (28) days. Eligibility for overtime pay is based upon the number of hours worked in the work period, as defined by applicable provisions of existing Memoranda of Understanding, policies contained in the Personnel Policy and Procedure Manual, and the FLSA. 2. Standard Work Schedule The City employs a 4/10 work schedule for employees assigned to work between Monday — Friday shifts. The basic work schedule consists of four (4) consecutive 10-hour days within the seven (7) calendar day work week. Variations to the 4/10 work schedule can be found in respective Memoranda of Understanding. Departments are expected to approve work schedules and monitor the hours worked by employees, since any work performed by the employee, whether or not it has been authorized or approved in advance, may be counted as hours worked. Employees that do not receive approval of overtime, prior to working the overtime, may be disciplined for insubordination in accordance with the City's policy for working unauthorized hours. 3. Modified Work Schedule In order to meet the scheduling and operational needs of departments, a different work schedule other than the standard work schedule of Monday through Thursday, 7:00 a.m. to 5:30 p.m. may be allowed, with the concurrence of the department head, Human Resources Director, and City Administrator The City's intent regarding modified work schedules is for use only when suited to the department's and the City's operational needs. Any existing modified schedules may be ended based on operational needs of the department, The modified work schedule for full-time employees can be any combination of work days that allows an employee to be scheduled for forty (40) hours of work in a standard work week. The beginning of the work week may only be changed if the change is intended to be permanent and is not designed to avoid paying overtime. Once a different 2 Number: II--d Effective Date: work week is established for an employee or group of employees by changing the beginning of the work week, it remains fixed regardless of the employee's work schedule. Departments considering a modified work schedule for employees should address the following criteria: i. The office functions and activities shall be adequately maintained and services shall be available to the public between normal operating hours. ii. The modified work schedule shall not impede organizational efficiency or require overtime to maintain adequate office coverage. iii. The modified work schedule shall increase organizational efficiency or hours the office shall be open to the public, encourage ride sharing and trip reduction, thereby reducing traffic congestion and car pollution, and increase employee morale. Any changes to work schedules or modified work schedules shall be subject to provisions as identified in applicable Memoranda of Understandings between the City and the recognized employee organizations and/or collective bargaining obligations. PROCEDURE: Responsibility Action City Administrator 1. Approves the standard work week for the City and deviations therefrom. Department Head 2. Recommends changes to the standard work schedule for approval by the City Administrator. . Determines the means and manner by which hours of work are documented and approves authorized work schedules. 4. Sets forth criteria for the authorization and use of overtime. 5. Ensures that no supervisor shall engage in a willful or any other violation of the Fair Labor Standards Act (FLSA). Number: II-4 Effective Date_ 6. Notifies the City Administrator and Human Resources Department of changes to any regular, modified or flexible work schedule(s). Finance Department 7. Approves the form on which hours of work are recorded. Human Resources Department 8. Monitors compliance with the FLSA. Finance Department/Payroll Division 9. Reviews deviations from the standard work week, changes to existing work schedules, and notifies Human Resources of any changes. Human Resources Department 10. Offers training and consults with departments regarding the adoption of modified or flexible work schedules. Supervisor 11. Documents the work schedules for all employees in accordance with established guidelines. 12. Recommends changes to established work schedule through the chain of command to the department head. 13. Assumes responsibility for documenting all overtime worked by employees under his/her supervision. 14. Maintains records of all hours worked including paid time counted as hours worked for purposes of overtime. 4 RECEIVED JUL 15 2015 � 5 •� CITY CLERK'S OFFICEt4tr STAFF REPORT CITY ADMINISTRATION DATE: July 21,2015 TO: Honorable City Council FROM: Mark C. Whitworth, City Administrator Originator: Kristen Enomoto, Deputy Ci ' �Istrator RE: Adoption of Ordinance No. 1230 to Amend Section 2.123(a) of the Vernon Municipal Code Relating to the Vernon Housing Commission Terms of Office Recommendations A. Find that the actions recommended in this staff report are exempt from the California Environmental Quality Act (CEQA) in accordance with Section 15061(b)(3), the general rule that CEQA only applies to projects that may have an effect on the environment. B. Amend Section 2.123(a) of the Vernon Municipal Code to establish Commission Member terms to run from July 1 through June 30, effective July 1, 2019 for four of the seven seats, and effective July 1, 2021 for the three remaining seats. C. Include uncodified sections to establish the following upcoming terms in order to fully effectuate the July 1 through June 30 terms: Agnointing Cate o Term Resident/Council Member August 11, 2017—June 30, 2021 Resident No. 1 August 11, 2017—June 30, 2021 Resident No. 2 August 11, 2015 —June 30, 2019 Business Representative No. 1 August 11, 2015 —June 30, 2019 Business Representative No. 2 August 11, 2017—June 30, 2021 Business Representative No. 3 August 11, 2015 —June 30, 2019 Employee of Vernon Business August 11, 2015 —June 30, 2019 Background At the July 7, 2015 City Council meeting, City staff presented the first reading of Ordinance No. 1230. At that time, the proposed ordinance included the following recommended revisions related to the Vernon Housing Commission: 1. Amend Section 2.125(b) of the Vernon Municipal Code to remove the first responder leasing priority, effective at 5:01 p.m. on December 8, 2015. 2. Amend Section 2.123(a) of the Vernon Municipal Code to establish Commission Member terms to run from July 1 through June 30, effective July 1, 2019 for four of the seven seats, and effective July 1, 2021 for the three remaining seats. 3. Include uncodified sections to establish the aforementioned upcoming terms in order to fully effectuate the July 1 through June 30 terms. Upon consideration and deliberation of the proposed ordinance,the City Council voted to amend the ordinance to include only the revisions outlined in numbers 2 and 3 above, and approved the first reading of Ordinance No. 1230, as amended. Ordinance No. 1230, as amended, is being presented herewith for adoption. The City Council voted to defer item 1, relating to the proposed removal of the first responder leasing priority,to the next meeting for further discussion. Additional information was also requested in relation to the upcoming discussion. This matter is being presented concurrently in a separate staff report. Implementation of July 1 through June 30 Commission Member Terms In recent years, the City has established several new commissions and committees to carry out important work undertaken as part of the City's good governance reforms. With the exception of the Housing Commission,the terms of each of the boards run from July 1 through June 30, whether on a 2 or 4-year basis. For the sake of consistency and parity among the various boards, it is recommended that Section 2.123(a) of the Vernon Municipal Code be amended to set the terms for Housing Commission Members to run from July 1 through June 30. In order to avoid disruption to any existing terms, it is recommended that the change in term take effect in 2019 for four of the seven Commission Member seats, and in 2021 for the remaining three seats. In order to fully effectuate the change in Housing Commission Members' terms, it is recommended that the City Council include an uncodified section in the ordinance to set the expiration of upcoming new terms at June 30 of their respective years. Fiscal Impact There are no known or anticipated costs associated with the recommendations outlined in this staff report. Attachment(s) Ordinance No. 1230. ORDINANCE NO . 1230 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF VERNON AMENDING SECTION 2 . 123 (A) OF ARTICLE XVII OF CHAPTER 2 OF THE VERNON MUNICIPAL CODE RELATING TO THE VERNON HOUSING COMMISSION WHEREAS, on June 7, 2011, the City Council of the City of Vernon adopted Ordinance No. 1183 establishing a Housing Commission pursuant to the provisions of the City Charter of the City of Vernon and specifying the membership and duties of the Housing Commission (the "Commission") ; and WHEREAS, Section 2 . 123 of Article XVII of Chapter 2 of the Vernon City Code provides provisions regarding the terms for Commission members; and WHEREAS, the City Council desires to amend subsection (a) of Section 2.123 to establish July 1 as the date the terms of office begin and June 30 as the date that terms of office end; and WHEREAS, by memorandum dated July 7, 2015, the City Administrator has recommended the adoption of an ordinance amending Section 2 . 123 (a) to the Vernon Municipal Code regarding the Commission. THE CITY COUNCIL OF THE CITY OF VERNON HEREBY ORDAINS : SECTION 1: The City Council of the City of Vernon hereby finds and determines that the above recitals are true and correct . SECTION 2: Section 2.123 (a) of Article XVII of Chapter 2 of the Vernon Municipal Code is hereby amended to read as follows: (a) Commission members shall serve for a term of four (4) years and may be reappointed. Terms of office for each seat shall begin on July 1 at 12 : 00 a.m. and end on June 30 at 11: 59 p.m. four (4) years thereafter. No person shall serve more than two (2) full four (4) year terms . SECTION 3 : UNCODIFIED SECTION. The four members whose terms are due to expire on August 10, 2015 shall complete their respective terms, and their seats shall subsequently be filled by members who shall serve from August 11, 2015 at 12 :00 a.m. until June 30 at 11:59 p.m. four (4) years thereafter. The three current members whose terms are due to expire on August 10, 2017 shall complete their respective terms, and their seats shall subsequently be filled by members who shall serve from August 11, 2017 at 12:00 a.m. until June 30 at 11:59 p.m. four (4) years thereafter. SECTION 4 : Any ordinance or parts of ordinances in conflict with this Ordinance are hereby superseded. SECTION 5: Severability. If any chapter, article, section, subsection, subdivision, paragraph, sentence, clause, phrase, or word in this Ordinance or any part thereof is for any reason held to be unconstitutional or invalid or ineffective by any court of competent jurisdiction, such decision shall not affect the validity or effectiveness of the remaining portions of this Ordinance or any part thereof. The City Council hereby declares that it would have adopted this Ordinance and each chapter, article, section, subsection, subdivision, paragraph, sentence, clause or phrase thereof, irrespective of the fact that any one or more chapters, articles, sections, subsections, subdivisions, paragraphs, sentences, clauses, phrases or words be declared unconstitutional, or invalid, or ineffective. SECTION 6 : Book of Ordinances . The City Clerk shall attest and certify to the adoption of this Ordinance and shall cause this Ordinance and the City Clerk' s certification to be entered in the Book of Ordinances of the Council of this City. The City Clerk shall cause this ordinance to be published or posted as required by law. - 2 - SECTION 7 : Effective Date . This Ordinance shall go into effect and be in full force and effect at 12 : 01 a.m. on the thirty- first (31st) day after its passage . APPROVED AND ADOPTED this 215t day of July, 2015 . Name : Title : Mayor / Mayor Pro-Tem ATTEST: City Clerk / Deputy City Clerk APPROVEP AS TO FORM: Hema Patel, Cityj.�ttorney - 3 - STATE OF CALIFORNIA ) ss COUNTY OF LOS ANGELES ) I, City Clerk / Deputy City Clerk of the City of Vernon, do hereby certify that the foregoing Ordinance, being Ordinance No. 1230 was duly and regularly introduced at a regular meeting of the City Council of the City of Vernon, held in the City of Vernon on Tuesday, July 7, 2015, and thereafter adopted at a meeting of said City Council held on Tuesday, July 21, 2015 , by the following vote : AYES : Councilmembers : NOES : Councilmembers : ABSENT: Councilmembers : And thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of Vernon. Executed this day of July, 2015, at Vernon, California. City Clerk / Deputy City Clerk (SEAL) - 4 - RECFI%fED J U L 14 2015 CITY CLERK'S OFFICE STAFF REPORT CITY ADMINISTRATION DATE: July 21,2015 TO: Honorable City Council FROM: Mark C. Whitworth, City Administrator RE: Discussion of Proposed Elimination of Priority for First Responders in Leasing City-Owned Housing Recommendations A. Hold a discussion regarding the joint recommendation made by the Housing Commission and City staff to eliminate the priority for first responders in leasing City-owned housing. B. If the City Council concurs with the aforementioned recommendation, direct staff to prepare an ordinance to amend Section 2.125(b) of the Vernon Municipal Code to remove the first responder leasing priority, effective at 5:01 p.m. on December 8, 2015. Background At the July 7, 2015 City Council meeting, City staff presented the first reading of Ordinance No. 1230. At that time, the proposed ordinance included the following recommended revisions related to the Vernon Housing Commission: 1. Amend Section 2.125(b) of the Vernon Municipal Code to remove the first responder leasing priority, effective at 5:01 p.m. on December 8, 2015. 2. Amend Section 2.123(a) of the Vernon Municipal Code to establish Commission Member terms to run from July 1 through June 30, effective July 1, 2019 for four of the seven seats, and effective July 1, 2021 for the three remaining seats. 3. Include uncodified sections to establish the aforementioned upcoming terms in order to fully effectuate the July 1 through June 30 terms. Upon consideration and deliberation of the proposed ordinance, the City Council voted to amend the ordinance to include only the revisions outlined in numbers 2 and 3 above, and approved the first reading of Ordinance No. 1230, as amended. As such, Ordinance No. 1230, as amended, is being presented for adoption in a separate staff report. The City Council voted to defer item 1, relating to the proposed removal of the first responder leasing priority,to the next meeting for further discussion. Additional information was also requested in relation to the upcoming discussion. This matter is addressed below. Removal of First Responder Leasing Prioritv Section 2.125(b) of the Vernon Municipal Code ("Code") requires the Housing Commission to provide first responders, as defined by the Commission with some minimum requirements imposed by the City, a first priority in leasing units unless or until four (4) or more units are concurrently occupied by first responders. As required by the Code, first responders are defined as: "City firefighters, police officers, emergency medical technicians, and similar positions held by employees of businesses located in Vernon." As further required by the Code, and in order to clarify the last category of the aforementioned, the Commission established the following definition of a"business first responder": "A business first responder is someone who is employed by a business located in the City of Vernon, regularly works 30 hours or more per week at a location in the City of Vernon, and holds either a current Emergency Medical Technician (EMT) certificate or a Community Emergency Response Training("CERT") certificate recognized by the City of Vernon." As many of you may recall, the establishment of the Housing Commission in July 2011 was one of the earliest and most critical objectives among a sweeping series of good governance reforms enacted by the City in response to efforts by members of the state legislature to disincorporate the City. At the time the Commission was established and the first responder leasing priority was imposed by the City Council, there was much discussion and debate among the Commission, key stakeholders, and interested parties as to the importance and value of such a priority and the particular rules and limitations that should apply to such a priority if it were to exist. Pros and cons, such as the added safety provided to people and property versus the potential perception of favoritism and possible disproportionate representation that could result, were fleshed out by the Commission and the City Council. In light of the historic transition in which the City had entered and after careful consideration of all factors, the Council established the first responder priority and limit as outlined above. Now, nearly four years after the Commission's widely successful overhaul of the City's housing policies and procedures, the question of the continued importance and value of the first responder leasing priority compared against some of the practical challenges and negative perceptions it brings about has come up. As such, City staff presented the matter to the Housing Commission for discussion at its June 10, 2015 meeting. The discussion included the following additional questions/discussion points that would need to be addressed if the first responder leasing priority were to continue, along with City staffs thoughts and recommendations: 1. How should on-going first responder status be verified? 2. What should happen if there is a change in first responder status during tenancy? 3. Should there be any specific occupancy requirements for first responders? Staff recommended that, if the Commission were to recommend the discontinuation of the first responder leasing priority, consideration be given to the timing of such a change so as not to unfairly impact any self-identified first responders who have submitted Expression of Interest Forms under the current priority for the lottery drawings to be held this calendar year. As such, staff recommends the discontinuation of the first responder leasing priority take effect at 5:01 p.m. on December 8, 2015, immediately following the deadline for interested parties to submit Expression of Interest Forms for the December 9, 2015 lottery drawing. The Housing Commission is prepared to take up the discussion of what, if anything, should be addressed in relation to the three existing tenants who obtained their units as a result of the first responder leasing priority, and make recommendations to the City Council accordingly. First Responders Residing at Vernon Village Park During the deliberation at the July 7, 2015 meeting,the Council asked City staff to find out how many first responders, as defined by the City Council and the Housing Commission, are currently living at Vernon Village Park, the new, privately-owned and operated, 45-unit apartment complex at the southeast comer of the City. Staff has been advised by the developer of the project, Meta Housing Corporation("Meta"),that all 45 units are now occupied(including the on-site manager's unit), and that none of the units are occupied by first responders. On a somewhat related note, Meta has also advised that eleven tenants work at a business located within the City of Vernon, and three tenants previously lived within a one-mile radius of the site. First ResiDonders Residing in Ci -Owned Housin Currently, there are three first responders residing in City-owned housing units (two City Firefighters and one City Police Officer)that obtained their units through the leasing priority. However, one of the Firefighter tenants has notified the City of his intent to vacate his unit on August 31, 2015. Pursuant to Section 2.125(b) of the Vernon Municipal Code, the first responder leasing priority is provided until four or more units are concurrently occupied by first responders. There are 25 interested parties on the current wait list, and 7 of those have indicated they are first responders. Fiscal Impact There are no known or anticipated costs associated with the discussion and recommendations outlined in this staff report. Attachment(s) None. Page 3 of 3