The URL can be used to link to this page

Resolution No. 2021-041RESOLUTION NO. 2021-41 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON AUTHORIZING AND APPROVING A PURCHASE AND SALE AGREEMENT WITH RESPECT TO THE MALBURG GENERATING STATION AND RELATED ASSETS; APPROVING OTHER DOCUMENTS IN CONNECTION WITH SUCH ACQUISITION; AND AUTHORIZING CERTAIN OTHER MATTERS RELATING THERETO SECTION 1. Recitals. A. The City of Vernon (City) is a municipal corporation and a chartered city of the State of California organized and existing under its Charter and the Constitution of the State of California. B. The City Council is authorized to enter into contracts on behalf of the City pursuant to Chapter 8.10 of the City Charter. C. There has been presented to the City Council of the City (City Council) a purchase and sale agreement, including the exhibits and schedules attached thereto (Purchase and Sale Agreement), between the City and Bicent (California) Malburg LLC, a Delaware limited liability company (Seller), with respect to that certain 134-megawatt natural gas-fired generating facility located within the City limits on land owned by the City and known as the “Malburg Generating Station,” together with certain related electrical interconnection facilities and other assets, property, and contractual rights (collectively, the “Assets” as more fully described in the Purchase and Sale Agreement), the output of which generating facility has been previously purchased by the City under the Power Purchase Tolling Agreement dated as of April 10, 2008, as amended, between the City and the Seller, for use in the Electric System. D. The proposed action is categorically exempt from California Environmental Quality Act (CEQA) review, in accordance with CEQA Guidelines §15601(b)(3), the general rule that CEQA only applies to projects that may have a significant effect on the environment, and §15301 because the City's acquisition of the Malburg Generating Station facilities and property involves negligible or no expansion of an existing use. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF VERNON AS FOLLOWS: SECTION 2. The City Council of the City of Vernon hereby finds and determines that the above recitals are true and correct. SECTION 3. The Purchase and Sale Agreement, in substantially the form attached hereto as Exhibit A, and made a part hereof as though set forth in full herein, be and the same is hereby approved. Each of the Mayor, the Mayor Pro Tem and the City Administrator (each an “Authorized Officer”), acting singly, is hereby authorized to execute and deliver the Purchase and Sale Agreement, in the name of and on behalf of the City, in substantially the form attached hereto with such changes, insertions and deletions as may be approved by the Authorized Officer executing the Purchase and Sale Agreement, said execution being conclusive evidence of such approval, and the City Clerk is hereby authorized to attest thereto. In addition, the City Administrator is authorized to approve changes to the schedules attached to the Purchase and Sale Agreement (including changes to the corresponding provisions in the Purchase and Sale Agreement) as may be required to conform to additional information developed or acquired by the City through the due diligence process. SECTION 4. The Bill of Sale, in substantially the form attached hereto as Exhibit B, and made a part hereof as though set forth in full herein, be and the same is hereby approved. Each of the Authorized Officers, acting singly, is hereby authorized to execute and deliver the Bill of Sale, in the name of and on behalf of the City, in substantially the form attached hereto with such changes, insertions and deletions as may be approved by the Authorized Officer executing said Bill of Sale and as are consistent with the determinations of the terms of the 2021 Series Bonds made pursuant to this Resolution, said execution being conclusive evidence of such approval. SECTION 5. The Substitution of Trustee and Full Reconveyance, in substantially the form attached to the form of the Preliminary Official Statement attached hereto as Exhibit C, be and the same is hereby approved. Each of the Authorized Officers, acting singly, is hereby authorized to execute and deliver the Substitution of Trustee and Full Reconveyance, in the name of and on behalf of the City, in substantially such form with such changes, insertions and deletions as may be approved by the Authorized Officer executing the same, said execution being conclusive evidence of such approval, and the City Clerk is hereby authorized to attest thereto. SECTION 6. The Termination of Lease and Grant of Easements, in substantially the form attached hereto as Exhibit D, and made a part hereof as though set forth in full herein, be and the same is hereby approved. Each of the Authorized Officers, acting singly, is hereby authorized to execute and deliver the Termination of Lease and Grant of Easements, in the name of and on behalf of the City, in substantially the form attached hereto with such changes, insertions and deletions as may be approved by the Authorized Officer executing said Termination of Lease and Grant of Easements and as are consistent with the determinations of the terms of the 2021 Series Bonds made pursuant to this Resolution, said execution being conclusive evidence of such approval. SECTION 7. The Mayor, the Mayor Pro Tem, the City Administrator, the Treasurer, the Finance Director, the City Clerk, the Interim City Attorney, the Director of Public Utilities and any other proper official, officer or employee of the City, acting singly, be and each of them hereby is authorized to execute and deliver any and all Resolution No. 2021-41 Page 2 of 179 __________________ documents and instruments and to do and cause to be done any and all acts and things necessary or convenient in carrying out the actions authorized by this Resolution and the transactions contemplated by the documents and instruments approved or authorized by this Resolution, and the authorization, execution, delivery and performance by the City of its obligations under such documents and instruments, including, without limitation, making any determinations or submission of any documents or reports which are required by any rule or regulation of any governmental entity in connection with the acquisition of the Malburg Generating Station, providing for the giving of written directions and notices, and the securing of any necessary third party approvals in connection with such acquisition. SECTION 8. All actions heretofore taken by any committee of the City Council, or any official, officer, employee, representative or agent of the City, in connection with the acquisition of the Malburg Generating Station or the authorization, execution, delivery, or performance of the City’s obligations under the documents and instruments approved or authorized by this Resolution and the other actions contemplated by this Resolution, are hereby ratified, approved and confirmed. SECTION 9. The City Clerk shall certify the passage and adoption of this resolution and enter it into the book of original resolutions. APPROVED AND ADOPTED this 16th day of November, 2021. _____________________________ MELISSA YBARRA, Mayor ATTEST: LISA POPE, City Clerk (seal) APPROVED AS TO FORM: ZAYNAH N. MOUSSA, Interim City Attorney Resolution No. 2021-41 Page 3 of 179 __________________ I CERTIFY THAT THE FOREGOING RESOLUTION NO. 2021-41 was passed and adopted by the City Council of the City of Vernon at the Regular meeting on November 16, 2021 by the following vote: AYES: 5 Council Members: Larios, Lopez, Merlo, Davis, Ybarra NOES: 0 ABSENT: 0 ABSTAIN: 0 ________________________________ LISA POPE, City Clerk (seal) Resolution No. 2021-41 Page 4 of 179 __________________ Execution Copy 4820-9916-0569/022487-0008 PURCHASE AND SALE AGREEMENT by and between CITY OF VERNON, and BICENT (CALIFORNIA) MALBURG LLC DATED AS OF NOVEMBER 1, 2021 Resolution No. 2021-41 Page 5 of 179 __________________ TABLE OF CONTENTS Page i 4820-9916-0569v17/022487-0008 ARTICLE 1 DEFINITIONS .............................................................................................................. 1 1.1 Defined Terms .............................................................................................................. 1 1.2 Interpretation ............................................................................................................... 10 ARTICLE 2 PURCHASE AND SALE ........................................................................................... 11 2.1 Purchase and Sale of Assets ........................................................................................ 11 2.2 Excluded Assets .......................................................................................................... 12 2.3 Liabilities .................................................................................................................... 14 2.4 Deposits, Purchase Price and Payment ....................................................................... 16 2.5 Closing ........................................................................................................................ 18 2.6 Deliveries at Closing ................................................................................................... 18 2.7 Recordation ................................................................................................................. 21 2.8 Non-Assignable Assets ............................................................................................... 21 ARTICLE 3 CONDITIONS PRECEDENT TO THE OBLIGATIONS OF PURCHASER AT CLOSING ............................................................................................................. 22 3.1 Conditions Precedent to Closing ................................................................................. 22 ARTICLE 4 CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER AT CLOSING ................................................................................................................... 23 4.1 Conditions Precedent to Closing ................................................................................. 23 ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF SELLER ..................................... 24 5.1 Representations and Warranties with Respect to Seller .............................................. 24 5.2 Representations and Warranties with Respect to the Facility ..................................... 27 ARTICLE 6 REPRESENTATIONS AND WARRANTIES OF PURCHASER ............................ 32 6.1 Transaction Representations ....................................................................................... 32 6.2 Litigation ..................................................................................................................... 33 6.3 Availability of Funds .................................................................................................. 33 6.4 Brokers ........................................................................................................................ 33 ARTICLE 7 COVENANTS OF SELLER ....................................................................................... 33 7.1 Access and Investigation ............................................................................................. 33 7.2 Preservation of Assets ................................................................................................. 34 7.3 Governmental Approvals, Assigned Agreement Consents and Agreements .............. 34 7.4 Notifications to Purchaser ........................................................................................... 34 7.5 Commercially Reasonable Efforts .............................................................................. 35 7.6 Insurance ..................................................................................................................... 35 7.7 Further Assurances; Post-Closing Assignments ......................................................... 35 7.8 Information Sharing .................................................................................................... 35 7.9 Financing Cooperation ................................................................................................ 36 7.10 LTSA ........................................................................................................................... 36 ARTICLE 8 PURCHASER COVENANTS .................................................................................... 36 8.1 Actions Before Closing Date ...................................................................................... 36 8.2 Assigned Agreement Consents, Approvals and Notifications .................................... 36 Resolution No. 2021-41 Page 6 of 179 __________________ ii 4820-9916-0569v17/022487-0008 8.3 Availability of Facility Records .................................................................................. 36 8.4 Seller Marks ................................................................................................................ 37 8.5 Commercially Reasonable Efforts .............................................................................. 37 8.6 Further Assurances; Post-Closing Assignments ......................................................... 37 ARTICLE 9 CERTAIN AGREEMENTS ....................................................................................... 37 9.1 Regulatory Matters ...................................................................................................... 37 9.2 Taxes ........................................................................................................................... 38 9.3 Employment Matters ................................................................................................... 40 ARTICLE 10 TERMINATION; SURVIVAL .................................................................................. 42 10.1 Rights to Terminate ..................................................................................................... 42 10.2 Effect of Termination .................................................................................................. 42 10.3 Survival ....................................................................................................................... 43 ARTICLE 11 LIMITED INDEMNITY ............................................................................................ 43 11.1 Limited Indemnity ...................................................................................................... 43 11.2 No Recourse Against Third Parties ............................................................................. 45 11.3 Defense of Claims ....................................................................................................... 45 ARTICLE 12 DISPUTE RESOLUTION .......................................................................................... 46 12.1 Dispute Resolution ...................................................................................................... 46 12.2 Informal Resolution .................................................................................................... 47 12.3 Arbitration ................................................................................................................... 47 12.4 Waiver of Jury Trial .................................................................................................... 47 ARTICLE 13 MISCELLANEOUS AGREEMENTS AND ACKNOWLEDGEMENTS ................ 47 13.1 Expenses ..................................................................................................................... 47 13.2 Representations and Warranties Exclusive ................................................................. 48 13.3 Entire Document ......................................................................................................... 48 13.4 Schedules .................................................................................................................... 48 13.5 Counterparts ................................................................................................................ 48 13.6 Severability ................................................................................................................. 49 13.7 Assignability ............................................................................................................... 49 13.8 Consents ...................................................................................................................... 49 13.9 Captions ...................................................................................................................... 49 13.10 Governing Law ........................................................................................................... 49 13.11 Limitations on Liability .............................................................................................. 49 13.12 Notices ........................................................................................................................ 50 13.13 Time is of the Essence ................................................................................................ 51 13.14 No Third Party Beneficiaries ...................................................................................... 51 13.15 No Joint Venture ......................................................................................................... 51 13.16 Construction of Agreement ......................................................................................... 51 13.17 Conflicts ...................................................................................................................... 51 13.18 Waiver of Sovereign Immunity .................................................................................. 51 Resolution No. 2021-41 Page 7 of 179 __________________ iii 4820-9916-0569v17/022487-0008 Exhibits Exhibit A Form of Bill of Sale Exhibit B Form of Deed of Transfer Exhibit C Form of Assignment and Assumption Agreement Exhibit D Form of Substitution of Trustee and Full Reconveyance Exhibit E Form of Termination of Lease Exhibit F Form of Assignment of the Amended and Restated Services Agreement for Malburg Generating Station Schedules Schedule 1.1-FS Facility Site Schedule 1.1-PE Permitted Encumbrances Schedule 2.1(b) Electrical Interconnection Facilities Schedule 2.1(c) Pre-Ordered Equipment Schedule 2.1(d) Spare Parts Schedule 2.1(e) Permits Schedule 2.1(g) Assigned Agreements Schedule 2.1(l) Miscellaneous Assets Schedule 2.2(k) Seller Marks Schedule 2.2(m) Rights to Recovery Schedule 2.2(p) Other Excluded Assets Schedule 2.3(a) Other Assumed Liabilities Schedule 2.4(b)(1) Prepaid Expenses Schedule 3.1(a) Purchaser Required Governmental Approvals Schedule 3.1(b) Required Consents Schedule 4.1(c) Seller Required Governmental Approvals Schedule 5.1(c) No Violation Schedule 5.1(d) Seller Required Other Consents, Approvals and Notices Schedule 5.1(e) Litigation Schedule 5.1(f) Tax Liabilities Schedule 5.2(a)(1) Compliance with Governmental Rules and Permits Schedule 5.2(a)(2) Environmental Legal Compliance Schedule 5.2(c) Condemnation and Other Proceedings; Outstanding Collateral Schedule 5.2(d) Sufficiency of Assets Schedule 5.2(e) Facility Contracts Schedule 5.2(h) Taxes Schedule 5.2(i) Facility Employees Schedule 5.2(j) Absence of Changes Schedule 5.2(k) Insurance Schedule 6.1(d) Purchaser’s Required Consents, Approvals and Notices Schedule 9.3(a) Facility Employees to be Offered City Employment Resolution No. 2021-41 Page 8 of 179 __________________ 4820-9916-0569v17/022487-0008 PURCHASE AND SALE AGREEMENT This PURCHASE AND SALE AGREEMENT (this “Agreement”) is made, as of November 1, 2021, by and between the City of Vernon, California, a municipal corporation and a chartered city duly organized and existing under and by virtue of the Constitution and laws of the State of California and its Charter (the “City” or “Purchaser”), and Bicent (California) Malburg LLC, a Delaware limited liability company (“Seller”). Seller and Purchaser are referred to herein sometimes individually as a “Party” and collectively as the “Parties.” RECITALS A. Capitalized terms are defined in Article 1. B. The Seller owns that certain 134-megawatt natural gas-fired generating facility known as the Malburg Generating Station (as more particularly defined below, the “Facility”). C. Purchaser desires to purchase, and Seller desires to sell the Facility, pursuant to the terms and conditions set forth in this Agreement. D.In connection with such purchase and sale, Purchaser, as lessor, and Seller, as lessee, desire to terminate the lease of the Facility Site and Purchaser and Seller desire to terminate the other Prior Agreements. NOW, THEREFORE, in consideration of the respective covenants and promises contained herein and for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Parties agree as follows: ARTICLE 1 DEFINITIONS 1.1 Defined Terms. The following terms when used in this Agreement (or in the Schedules and Exhibits) with initial letters capitalized have the meanings set forth below: “2007 PSA” means that certain Amended and Restated Purchase and Sale Agreement, dated as of December 13, 2007, by and between City of Vernon and Bicent (California) Power LLC. “2008 Closing Date” means April 10, 2008. “Accounting Firm” has the meaning set forth in Section 9.2(j). “Affiliate” of a Person means any other Person that (a) directly or indirectly controls the specified Person; or (b) is controlled by or is under direct or indirect common control with the specified Person. For the purposes of this definition, “control,” when used with respect to any specified Person, means the power to direct the management or policies of the specified Person, directly or indirectly, whether through the ownership of voting securities, partnership or limited liability company interests, by contract or otherwise. “Agreement” means this Purchase and Sale Agreement, together with the Exhibits and Schedules. Resolution No. 2021-41 Page 9 of 179 __________________ 2 4820-9916-0569v17/022487-0008 “Alternative Agreement” has the meaning set forth in Section 2.8(c). “Arbitrator” has the meaning set forth in Section 12.3. “Assets” has the meaning set forth in Section 2.1. “Assign” and “Assignment” have the meaning set forth in Section 13.7. “Assigned Agreement Consent” means, with respect to any Assigned Agreement, one or more letters, resolutions, consents or agreements sufficient to evidence the granting of all consent(s) required under such Assigned Agreement for the assignment to Purchaser of such Assigned Agreement in accordance with its terms. “Assigned Agreements” has the meaning set forth in Section 2.1(g). “Assignment and Assumption Agreement” has the meaning set forth in Section 2.6(a)(2). “Assumed Liabilities” has the meaning set forth in Section 2.3(a). “Benefit Plans” has the meaning set forth in Section 2.3(c)(10). “Bill of Sale” has the meaning set forth in Section 2.6(a)(1). “Biofuel Letter Agreements” means, together, (i) the Letter Agreement dated February 28, 2012, by and between Purchaser and Biofuel Generation Services LLC and (ii) the Letter Agreement dated April 18, 2017, by and between Purchaser and Biofuel Generation Services LLC. “Business Day” means a day other than Saturday, Sunday or a day on which banks are legally closed for business in the State of California. “Capital Expenditures” means, for any period being measured hereunder, the aggregate of all expenditures (whether paid in cash or other assets or accrued as a liability (but without duplication)) during such period that, in conformity with GAAP, are required to be included in or reflected in a fixed asset account; provided, however, that Capital Expenditures shall include, whether or not such a designation would be in conformity with GAAP, any amounts characterized as capital expenditures under the Assigned Agreements. “CEC” means the California Energy Commission. “CERCLA” means the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (42 U.S.C. §§9601 et seq.). “City” has the meaning set forth in the Preamble. “Claims” has the meaning set forth in Section 2.2(f). “Closing” has the meaning set forth in Section 2.5. “Closing Conditions” has the meaning set forth in Section 3.1. Resolution No. 2021-41 Page 10 of 179 __________________ 3 4820-9916-0569v17/022487-0008 “Closing Date” means the date on which the Closing takes place. “COBRA Continuation Coverage” has the meaning set forth in Section 9.3(h). “Code” means the Internal Revenue Code of 1986, as amended. “Commercially Reasonable Efforts” means efforts which are reasonably within the contemplation of the Parties at the time of executing this Agreement and which do not require the performing Party to expend any funds other than expenditures which are customary and reasonable in transactions of the kind and nature contemplated by this Agreement in order for the performing Party to satisfy its obligations hereunder. For purposes of this Agreement, “Commercially Reasonable Efforts” include incremental costs incurred by the performing Party to cause its employees and advisors to take any actions which are reasonably necessary in respect of the required matter, including, without limitation, incremental payroll costs and other related expenses. “Confidentiality Agreement” has the meaning set forth in Section 7.1(b). “COVID-19” means SARS-CoV-2 or COVID-19, and any evolutions, variations or mutations thereof or related or associated epidemics, pandemics or disease outbreaks. “COVID-19 Measures” means any action or inaction by the Seller or any third party in response to COVID-19, including any workforce reduction or its or their compliance with any quarantine, “shelter in place,” “stay at home,” social distancing, shut down, closure, sequester, safety or similar law, guidelines or recommendations promulgated by any Governmental Authority or any industry group, including the Centers for Disease Control and Prevention and the World Health Organization, in each case, in connection with, related to, or in response to COVID-19, including the CARES Act and Families First Act or any disaster plan of any Group Company or any change in applicable Laws related to, in connection with or in response to COVID-19. “Deed of Transfer” has the meaning set forth in Section 2.6(a)(1). “Direct Claim” has the meaning set forth in Section 11.3(c). “Dispute” has the meaning set forth in Section 12.1. “Effects” has the meaning set forth in the definition of Material Adverse Effect. “Electrical Interconnection Facilities” means the electric interconnection and transmission facilities on the Facility’s side of the fence line as depicted in Schedule 2.1(b). “Emission Reduction Credits” means any emissions reduction credits relating to the Facility, including, but not limited to, any cap and trade compliance instruments or regional clean air incentives market (RECLAIM) trading credits. “Emissions Rights” means allowances, Emission Reduction Credits, offsets or other authorizations to emit air pollutants with respect to the Facility. “Environmental Laws” means any Governmental Rules relating to or imposing liability or standards of conduct with respect to the protection of human health, safety or the environment (including ambient air, soil, surface water, ground water, wetlands, land or subsurface strata), Resolution No. 2021-41 Page 11 of 179 __________________ 4 4820-9916-0569v17/022487-0008 including Governmental Rules relating to (a) emissions, discharges, releases or threatened releases of Hazardous Substances into the environment, (b) manufacture, generation, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Substances, and (c) human exposure to Hazardous Substances or conditions, including CERCLA, the Hazardous Materials Transportation Act (49 U.S.C. §§ 5101 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. §§ 6901 et seq.), the Federal Water Pollution Control Act (33 U.S.C. §§ 1251 et seq.), the Clean Air Act (42 U.S.C. §§ 7401 et seq.), the Toxic Substances Control Act (15 U.S.C. §§ 2601 et seq.), the Oil Pollution Act (33 U.S.C. §§ 2701 et seq.), the Occupational Safety and Health Act (29 U.S.C. §§ 651 et seq.), the Emergency Planning and Community Right-to-Know Act (42 U.S.C. §§ 11001 et seq.), the Endangered Species Act (16 U.S.C. §§ 1531 et seq.), the Porter-Cologne Water Quality Control Act (Cal. Water Code §§ 13000 et seq.), the Safe Drinking Water and Toxic Enforcement Act of 1986 (Cal. Health & Safety Code §§ 25249.5 et seq.), the Hazardous Substance Account Act (Cal. Health & Safety Code §§ 25300 et seq.), the Hazardous Waste Control Act (Cal. Health & Safety Code §§ 25100 et seq.), the California Clean Air Act (Cal. Health & Safety Code §§ 39000 et seq.), the California Endangered Species Act (Cal. Fish & Game Code §§ 2050 et seq.), the Warren-Alquist Act (Cal. Public Resources Code §§ 25410 et seq.) and the California Native Plant Protection Act (Cal. Fish & Game Code §§ 1900 et seq.). “Environmental Permit” means any Permit required under applicable Environmental Laws. “Equipment” has the meaning set forth in Section 2.1(c). “ERISA Affiliate” and “ERISA Affiliate Plans” have the respective meanings set forth in Section 2.3(c)(10). “Excluded Assets” has the meaning set forth in Section 2.2. “Excluded Liabilities” has the meaning set forth in Section 2.3(c). “Facility” means that certain 134 MW full load combined cycle, natural gas-fired, electric power plant located at 2715 East 50th Street in the City. “Facility Assets” means all assets set forth in Sections 2.1(a)-(f) and (h)-(k). “Facility Contracts” has the meaning set forth in Section 5.2(e). “Facility Employees” means the individuals regularly performing services at or in connection with the Facility, listed on Schedule 5.2(i). “Facility Records” has the meaning set forth in Section 2.1(h). “Facility Site” means the land described on Schedule 1.1-FS that is subject to the Lease. “Final Closing Statement” has the meaning set forth in Section 2.4(b)(3). “Final Purchase Price Adjustment” has the meaning set forth in Section 2.4(b)(4). “GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and the Financial Accounting Standards Board or in such other statements by such other Resolution No. 2021-41 Page 12 of 179 __________________ 5 4820-9916-0569v17/022487-0008 entity as may be in general use by significant segments of the accounting profession as in effect from time to time. “Governing Documents” means, with respect to any Person, the documents under which such Person is organized and existing, including, in the case of a Person that is a corporation, its articles of incorporation and bylaws, in the case of a Person that is a limited liability company, the certificate filed with the jurisdiction in which it was organized and any applicable limited liability company agreement, or in the case of a Person that is a partnership, the certificate filed with the jurisdiction in which it was organized and any applicable partnership agreement. In the case of the City, it means the City’s charter. “Governmental Approval” means any action, approval, consent, waiver, exemption, variance, franchise, order, Permit, authorization, right or license of or from a Governmental Authority. “Governmental Authority” means any federal, state, local, tribal or other governmental, quasi-governmental, regulatory or administrative agency, authority, commission, department, board, subdivision, court, tribunal, official, arbitrator, arbitral body or other body. “Governmental Rules” means all applicable laws (including the common law), statutes, treaties, rules, regulations, ordinances, codes, judgments, enactments, decrees, injunctions, writs and orders, decisions, directives and agreements, authorizations or other restrictions of or enacted by any Governmental Authority, or any binding interpretation or administration of any of the foregoing. “Hazardous Substance” means, collectively, (a) any chemical, material or substance that is listed or regulated under applicable Governmental Rules as a “hazardous” or “toxic” substance or waste, or as a “contaminant” or “pollutant” or words of similar import, (b) any petroleum or petroleum products, flammable materials, explosives, radioactive materials, asbestos, urea formaldehyde foam insulation, and transformers or other equipment that contain polychlorinated biphenyls and (c) any other chemical or other material or substance, exposure to which is prohibited, limited or regulated by any Governmental Rules, including but not limited to Environmental Laws. “Indemnifiable Loss” has the meaning set forth in Section 11.1(a). “Indemnifying Party” has the meaning set forth in Section 11.1(d). “Independent Accountant” has the meaning set forth in Section 2.4(b)(4). “Interconnection and Transmission Services Agreement” means that certain Interconnection and Transmission Service Agreement, dated April 10, 2008, between the City and Bicent (California) Malburg LLC, as amended to the date hereof. “JAMS” means Judicial Arbitration and Mediation Services, Inc. “Knowledge” means the actual knowledge after reasonable investigation, with respect to Seller each of Kerri Langlais, James Nolan and Matt Richards, and with respect to Purchaser Carlos R. Fandino. “Lease” means the Lease and Grant of Easements, dated April 10, 2008, between the City and Bicent (California) Malburg LLC, as amended to the date hereof. Resolution No. 2021-41 Page 13 of 179 __________________ 6 4820-9916-0569v17/022487-0008 “Liens” means (i) with respect to real property, liens, charges, pledges, options, mortgages, deeds of trust, security interests, claims, easements, and other encumbrances affecting title to or possession of real property and (ii) with respect to personal property, liens, charges, pledges, options and security interests, in the case of (i) or (ii), whether imposed by law, agreement, understanding or otherwise. “Losses” has the meaning set forth in Section 11.2. “LTSA” means that certain Amended and Restated Services Agreement between Siemens Energy, Inc., a Delaware corporation, and Bicent (California) Malburg LLC, dated as of September 30, 2010, as amended or supplemented as of the date hereof and all change orders relating thereto entered into on or prior to the date hereof. “Material Adverse Effect” means any adverse event, condition, effect, change, event, development or circumstance (each, an “Effect”) that, individually or when considered together with all other Effects, has had or would reasonably be expected to have a material adverse effect on the business, assets, condition (financial or otherwise) or results of operations of the Assets (taken as a whole; provided, however, that, in no event shall any of the following, alone or in combination, be deemed to constitute, nor shall any of the following be taken into account in determining whether there has occurred, a Material Adverse Effect: (i) Effects resulting from conditions generally affecting the electric power generation industry or the U.S. or global economy or capital markets as a whole, to the extent that such conditions do not have a disproportionate adverse impact on the Assets; (ii) Effects resulting from changes in Governmental Rules to the extent that such changes do not have a disproportionate adverse impact on the Assets; (iii) Effects of any war, act of terrorism, civil unrest or similar event to the extent that such conditions do not have a disproportionate adverse impact on the Assets; (iv) Effects arising from COVID-19 or any COVID-19 Measures or any change in such COVID-19 Measures; and (v) Effects of any action taken, or any omission to act, by Purchaser or any of its Affiliates that constitutes a breach of this Agreement or any Related Agreement. “Memorandum of Lease and Easements” means that certain Memorandum of Lease and Easements dated April 10, 2008, between the City and Bicent (California) Malburg LLC, as amended to the date hereof. “Miscellaneous Assets” means those assets set forth on Schedule 2.1(1). “Non-Recourse Person” has the meaning set forth in Section 11.2. “Notice of Claim” has the meaning set forth in Section 11.1(h). “November PPTA Invoice” has the meaning set forth in Section 2.6(b)(11). “Objection Statement” has the meaning set forth in Section 2.4(b)(4). “Party” and “Parties” have the meanings set forth in the introductory paragraph hereto. “Party Group” has the meaning set forth in Section 11.2. “Per Diem Taxes” has the meaning set forth in Section 9.2(a)(i). Resolution No. 2021-41 Page 14 of 179 __________________ 7 4820-9916-0569v17/022487-0008 “Permits” means any material permit, authorization, certification, license, order, exemption or plan required under applicable Governmental Rules for the ownership or operation of the Facility, including consents and approvals relating to Emissions Rights to the extent granted, approved or consented to by a Governmental Authority. “Permitted Encumbrances” means with respect to the Assets: (i) all encumbrances set forth on Schedule 1.1-PE, and in addition thereto, encumbrances or liens constituting Assumed Liabilities; (ii) inchoate mechanics’, materialmen’s, warehouseman’s and similar liens for sums not yet due; (iii) zoning, building codes and other land use laws regulating the use or occupancy of the Facility Site or the activities conducted thereon which are imposed by any Governmental Authority having jurisdiction over the Facility Site but solely to the extent same do not impair the ability of Purchaser to use and operate the Facility in accordance with the Permits consistent with past practice; (iv) Liens for Taxes not yet due and payable or being contested in good faith, for which adequate reserves or collateral have been provided; and (v) any other encumbrances, if any, to be recorded pursuant to this Agreement against the Assets. “Person” means an individual, partnership, joint venture, corporation, limited liability company, trust, association or unincorporated organization or any Governmental Authority. “Petition” has the meaning set forth in Section 5.2(a)(1)(iii). “Post-Closing Tax Period” means any Tax period beginning after the Closing Date and the portion of any Straddle Period beginning after the Closing Date. “PPTA” means that certain Power Purchase Tolling Agreement, dated as of April 10, 2008, between the City and Bicent (California) Malburg LLC, as amended to the date hereof, pursuant to which Seller has agreed to sell and deliver exclusively to the Buyer, and the Buyer purchase and receive, on a tolling basis, Contract Capacity, Contract Energy, Ancillary Services, and Resource Adequacy Benefits (in each case, as defined in the PPTA) from the Facility through April 9, 2028. “Pre-Closing Tax Period” shall mean any Tax period ending on or before the Closing Date and the portion of any Straddle Period ending on the Closing Date. “Preliminary Closing Statement” has the meaning set forth in Section 2.4(b)(2). “Prior Agreements” means, individually or collectively, as the context may so require: (i) the PPTA, (ii) the Assignment and Assumption Agreement, (iii) the Interconnection and Transmission Services Agreement, (iv) the Lease, (v) the Subordination Agreement, (vi) the Seller Subordinate Deed of Trust and, (vii) Seller’s Lender Deed of Trust, (viii) the Memorandum of Lease and Easements, (ix) the Biofuel Letter Agreements and (x) any other agreement between Purchaser and Seller and/or Bicent (California) Power LLC or any Affiliate of either entered into prior to the date hereof; provided that neither the Settlement Agreement and Release, entered into as of June 1, 2021, by and between Purchaser and Seller nor the 2008 PSA shall be considered a “Prior Agreement.” “Prudent Industry Practices” means any of the practices, methods and acts recommended by equipment manufacturers or generally engaged in or approved by the electric generation industry in the State of California during the relevant time period for natural gas fired electric generating facilities consistent with Governmental Rules or Permits. Prudent Industry Practice is not intended to Resolution No. 2021-41 Page 15 of 179 __________________ 8 4820-9916-0569v17/022487-0008 be limited to the optimum practice, method or act to the exclusion of all others, but rather to be a spectrum of reasonable and prudent practices, methods, standards and procedures. “Purchase Orders” means, collectively, (i) Purchase Order No. MGS21896 issued by Colorado Energy Management, LLC to Cormetech Inc. dated April 22, 2021 for the supply, delivery and installation of two Catalysts, SCR1, SCR2 and related Standard Terms and Conditions between Colorado Energy Management, LLC and Cormetech Inc. dated October 14, 2013 and (ii) Purchase Order No. MGS22472 issued by Colorado Energy Management, LLC to Cormetech Inc. dated September 21, 2021 for the catalyst storage services and related Standard Terms and Conditions between Colorado Energy Management, LLC and Cormetech Inc. dated October 14, 2013. “Purchase Price” means $198,000,000. “Purchase Price Adjustment” has the meaning set forth in Section 2.4(b)(1). “Purchaser” has the meaning set forth in the Preamble. “Purchaser Indemnitee” has the meaning set forth in Section 11.1(b). “Purchaser Required Governmental Approvals” has the meaning set forth in Section 3.1(a). “Related Agreements” means, individually or collectively, as the context may so require: (i) Termination of Lease, and (ii) Substitution of Trustee and Full Reconveyance. “Release” means any releasing, disposing, discharging, injecting, spilling, leaking, leaching, pumping, dumping, emitting, escaping, emptying, seeping, dispersal, migration, transporting or placing of Hazardous Substances, including without limitation, the moving of Hazardous Substances through, into or upon, any land, soil, surface water, ground water or air, or otherwise entering into the environment. “Required Consents” has the meaning set forth in Section 3.1(b). “Retained Books and Records” means (a) all official seals, minute books, resolutions, charter documents, and financial records of Seller, (b) such files, books and records, including original tax records, to the extent they relate primarily to (i) any of the Excluded Assets, (ii) Excluded- Liabilities or (iii) the organization, existence, capitalization or debt financing of Seller, (c) such books, files and records (or to the extent reasonable, only such portions thereof that could be redacted) that would otherwise constitute a Facility Record but for the fact that disclosure of such books, files or records (or unredacted portions thereof) could (i) waive any attorney client, work product or like privilege, (ii) disclose information about Seller that is unrelated to the Assets, (iii) disclose information about Seller pertaining to energy or project evaluation methodologies, economic evaluation of the Assets, energy or natural gas price curves or projections or other economic predictive models or (iv) all books and records prepared in connection with or related to any transactions with other Persons relating to a potential sale of the Assets, including bids received from other Persons prior to (but not after) the date hereof with respect to and economic evaluations relating to the Assets or the Assumed Liabilities, provided that the documents in this subsection (c) related to the development, ownership or operation of the Facility shall be provided upon written notice by Purchaser, to the extent permitted by Governmental Rules or applicable privileges or (d) all personnel files and medical Resolution No. 2021-41 Page 16 of 179 __________________ 9 4820-9916-0569v17/022487-0008 records relating to the Facility Employees (except such files and records as may be transferred to Purchaser without violating Governmental Rules or applicable employer-employee privileges). “Seller” has the meaning set forth in the Preamble. “Seller Indemnitee” has the meaning set forth in Section 11.1(a). “Seller’s Lender Deed of Trust” means that certain Leasehold Deed of Trust, Fixture Filing, Security Agreement and Assignment of Leases and Rents, dated as of February 6, 2014, by and between Bicent (California) Malburg LLC and First American Title Insurance Company, as trustee for the benefit of MUFG Union Bank, N.A. as successor to Union Bank of California, N.A., as collateral agent, as amended to the date hereof. “Seller Marks” has the meaning set forth in Section 2.2(k). “Seller Required Governmental Approvals” has the meaning set forth in Section 4.1(c). “Seller Subordinate Deed of Trust” means that certain Deed of Trust, Leasehold Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing, dated as of April 10, 2008, by and between Bicent (California) Malburg LLC and First American Title Insurance Company, as trustee for the benefit of the City, as beneficiary, as amended to the date hereof. “Seller’s Account” means the bank account designated by Seller in writing to Purchaser. “Siemens” means Siemens Energy, Inc., a Delaware corporation. “Spare Parts” has the meaning set forth in Section 2.1(d). “Straddle Period” means any Tax period beginning before the Closing Date and ending after the Closing Date. “Subordination Agreement” means that certain Subordination of Deed of Trust, dated as of April 10, 2008, by and among City and MUFG Union Bank, N.A. as successor to Union Bank of California, N.A., as lender to Bicent (California) Malburg LLC, and Bicent (California) Malburg LLC, as amended to the date hereof. “Substitution of Trustee and Full Reconveyance” means that certain Substitution of Trustee and Full Reconveyance, dated as of the date of Closing, to be executed and delivered by the City, relating to the termination of the Seller Subordinate Deed of Trust. “Tax” means any federal, state, local or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property (including assessments, fees or other charges based on the use or ownership of real property), personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated tax, or other tax of any kind whatsoever, including any interest, penalty or addition thereto, whether disputed or not, including, without limitation, any item for which liability arises as a transferee or successor-in-interest. “Tax Claim” has the meaning set forth in Section 9.2(e). Resolution No. 2021-41 Page 17 of 179 __________________ 10 4820-9916-0569v17/022487-0008 “Tax Return” means any return, report, information return, schedule, certificate, statement or other document (including any related or supporting information) filed or required to be filed with, or, where none is required to be filed with a Governmental Authority, the statement or other document issued by, a Governmental Authority in connection with any Tax. “Third Party Claim” has the meaning set forth in Section 11.3(a). “Title Report” means a title report, dated as of the Closing Date, from First American Title Company, or another title insurance company reasonably acceptable to Purchaser, with respect to the real property interests subject to the Lease. “Termination of Lease” means that certain Termination of Lease and Grant of Easements to be entered into as of the Closing Date between the City and Purchaser, relating to the termination of the Lease. “Transferred Employee” has the meaning set forth in Section 9.3(c). “Treasury Regulation” means the temporary and final Treasury regulations promulgated under the Code. “Union” has the meaning set forth in Section 5.2(i)(3). 1.2 Interpretation. In this Agreement, unless a clear contrary intention appears: (a) the singular number includes the plural number and vice versa; (b) reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity; (c) reference to any gender includes the other gender; (d) reference to any agreement (including this Agreement), document or instrument means such agreement, document or instrument as amended or modified and in effect from time to time in accordance with the terms thereof and, if applicable, the terms hereof; (e) reference to any Article, Section, Schedule or Exhibit means such Article, Section, Schedule or Exhibit to this Agreement, and references in any Article, Section, Schedule, Exhibit or definition to any clause means such clause of such Article, Section, Schedule, Exhibit or definition; (f) “hereunder,” “hereof,” “hereto” and words of similar import are references to this Agreement as a whole and not to any particular Section or other provision hereof or thereof, unless otherwise specified; (g) “including” (and correlative terms) means “including without limitation” and “including, but not limited to;” (h) 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;” Resolution No. 2021-41 Page 18 of 179 __________________ 11 4820-9916-0569v17/022487-0008 (i) examples shall not be construed to limit, expressly or by implication, the matter they illustrate; (j) reference to any law (including statutes and ordinances) means such law as amended, modified codified or reenacted, in whole or in part, and in effect from time to time, including rules and regulations promulgated thereunder; (k) except where the context otherwise requires, “or” shall have the inclusive meaning frequently designated by “and/or”; and (l) references to Exhibits that are “substantially in the form” shall mean that the Parties may make conforming changes as necessary to reflect the nature of the transaction or make other reasonable accommodations to facilitate the Closing but shall not require the Parties to accept changes that materially affect the agreement of the Parties as evidenced in such Exhibit. ARTICLE 2 PURCHASE AND SALE 2.1 Purchase and Sale of Assets. At the Closing, subject to the terms and conditions of this Agreement, including satisfaction (or waiver by the Party entitled thereto) of the Closing Conditions and the closing conditions set forth in Article 4, Seller will sell, convey, assign, transfer and deliver, and Purchaser will purchase and acquire from Seller, free and clear of any Liens other than Permitted Encumbrances, all of Seller’s right, title and interest in, and to the Assets, including the Assets identified below, but excluding the Excluded Assets (collectively, the “Assets”): (a) (i) all buildings, improvements, structures and fixtures located at the Facility Site, and (ii) easements, privileges, rights-of-way, licenses and other rights pertaining to or accruing for the benefit of the Facility Site, in each case, except as expressly granted pursuant to the Lease; (b) the Electrical Interconnection Facilities set forth on Schedule 2.1(b); (c) all equipment and materials including turbines, generators, transformers, tractors, trailers, vehicles (to the extent dedicated to the ongoing operation of the Facility), communications equipment, facilities, inventory (other than spare parts), machinery, engines, goods, supplies, furniture, fixtures, keys, furnishings, tools, software and hardware integrated with other Equipment and other tangible personal property owned by Seller and related primarily to the development, engineering, procurement, construction, ownership and operation of the Facility and located at the Facility Site or stored off-site, and including all contracts for equipment and materials which have been paid for and not yet delivered, including those set forth in Schedule 2.1(c) (collectively, the “Equipment”), and, all warranties and guarantees, express or implied, existing for the benefit of Seller in connection with the foregoing; (d) the spare parts listed on Schedule 2.1(d) (the “Spare Parts”); (e) to the extent assignable, the Permits listed on Schedule 2.1(e), including all Emissions Rights, and all other Permits, if any, primarily related to the Facility and all pending applications therefor or renewals thereof; Resolution No. 2021-41 Page 19 of 179 __________________ 12 4820-9916-0569v17/022487-0008 (f) the rights to the name “Malburg Generating Station”; and a nonexclusive, royalty-free, transferable and perpetual right and license to use Seller’s intellectual property, licenses, patents, trademarks, copyrighted materials, know-how, trade secrets, confidential or proprietary information, technical information, blueprints, software and process technology in connection with the development, engineering, procurement, construction, ownership or operation of the Facility, subject to any limitations contained in Seller’s agreements with third parties relating thereto; provided, however, that any confidential or proprietary information of Siemens shall be transferred only upon, and subject to, obtaining the consent of Siemens, which Seller shall use Commercially Reasonable Efforts to obtain; (g) the assigned agreements set forth on Schedule 2.1(g) (the “Assigned Agreements”); (h) subject to Section 7.8, all owned information, files, books, records, correspondence (including with Governmental Authorities), data, plans, specifications, procedures, contracts, addresses and recorded knowledge relating primarily to the Facility (in each case whether in electronic or paper form, but if in electronic form only to the extent reasonably retrievable and not including e-mails), including all construction and development, operation, generation and hydrological records, service and repair records, equipment logs, operating documents, specifications, operating guides, service and warranty records, insurance claims and reports, safety, compliance and maintenance manuals, studies, reports, diagrams and other similar documents relating primarily to the development, construction, operation, and maintenance of the Facility (the “Facility Records”); provided, however, that Purchaser shall not acquire or obtain the Retained Books and Records; (i) insurance proceeds received or to be received in connection with the Facility Assets, and all pending insurance claims, if any, by Seller in respect thereof, in each case for any period arising after the date of this Agreement; (j) warranty claims against manufacturers and other suppliers in connection with the Assets; (k) all other claims against third parties, if any, with respect to the Facility or the Assets; and (l) the Miscellaneous Assets identified on Schedule 2.1(1). 2.2 Excluded Assets. Nothing in this Agreement shall constitute or be construed as conferring on Purchaser, and Purchaser is not hereby acquiring the properties and assets of Seller listed or described in this Section 2.2 (all such properties and assets not being acquired by Purchaser are herein referred to as the “Excluded Assets”): (a) all of Seller’s cash and cash equivalents, marketable securities, prepaid expenses, advance payments, surety accounts, deposits and other similar prepaid items (including for the purchase of natural gas), checks in transit and undeposited checks; (b) any assets, property and other rights held or owned by Seller not related primarily to the Assets and not otherwise reasonably required for the ownership or operation of the Facility consistent with past practice; Resolution No. 2021-41 Page 20 of 179 __________________ 13 4820-9916-0569v17/022487-0008 (c) all of Seller’s accounts and notes receivable relating to the Assets, or any of them (as the case may be) as of 11:59 P.M. on the Closing Date; (d) forecasts and other proprietary information of Seller that do not relate solely to the operation and maintenance of the Facility, provided that nothing in this Section 2.2(d) shall limit Purchaser’s rights and license to use certain proprietary information as provided in Section 2.1(f); (e) all of Seller’s rights under contracts that are not Assigned Agreements; (f) any and all rights, demands, claims, credits, allowances, rebates, causes of action, known or unknown, pending or threatened, including fraudulent conveyance claims, or rights of set-off (collectively, “Claims”), of Seller; provided, however, that Excluded Assets shall not include Claims described in this paragraph (f) against counterparties to any Assigned Agreement in their capacities as such or any Assets transferred under Sections 2.1(i), (j) or (k); (g) notwithstanding anything in Section 2.2(f) above, any Claims or defenses against Siemens arising prior to the Closing Date; (h) all rights to Claims, refunds or adjustments with respect to Excluded Assets, all other refunds or adjustments relating to any proceeding before any Governmental Authority relating to the period prior to the Closing Date and all rights to insurance proceeds or other insurance recoveries to the extent relating to Excluded Liabilities; (i) all office supplies and other consumables used in the ordinary course of business of Seller that would constitute a Facility Asset (if owned by Seller on the Closing Date) that are used in the ordinary course of business during the period from the date hereof until the Closing Date; (j) all rights of Seller arising under this Agreement and under any other agreement between Seller and Purchaser entered into in connection with this Agreement; (k) all rights to or goodwill represented by or pertaining to all names, marks, trade names, trademarks and service marks incorporating the name Seller or any other name set forth on Schedule 2.2(k) (but not including the rights to or goodwill represented by the name “Malburg Generating Station”) (the “Seller Marks”) and any brand names or derivatives thereof no matter how used, whether as a corporate name, domain name or otherwise and including the corporate design logo associated with Seller Mark or variant of Seller Mark; (l) all Retained Books and Records; (m) all of Seller’s rights to recovery of collateral posted, as bond or given to obtain letters of credit and rights to recover amounts drawn or paid on letters of credit related to the relevant Assets to the extent disclosed on Schedule 2.2(m), provided that Seller shall provide 30 days’ notice prior to any recovery thereof; (n) any software at the Facility Site that is not specific to the Facility Assets or is shared among the Facility Assets and other assets of the Seller and its affiliates and any software licensed by third parties to Seller unless the license agreement for such software is assignable by Seller to Purchaser; Resolution No. 2021-41 Page 21 of 179 __________________ 14 4820-9916-0569v17/022487-0008 (o) any warranties or guarantees related to the Equipment that are not assignable by Seller to Purchaser; and (p) any assets set forth on Schedule 2.2(p). 2.3 Liabilities. (a) Assumed Liabilities. At the Closing, subject to the terms and conditions of this Agreement, including satisfaction (or waiver by the Party entitled thereto) of the Closing Conditions and the closing conditions set forth in Article 4, Purchaser shall assume, and shall be solely and exclusively liable for, the liabilities set forth below, the liabilities set forth in Schedule 2.3(a) and no others (collectively, the “Assumed Liabilities”). (1) all liabilities and obligations of Seller under the Assigned Agreements, to the extent arising or occurring prior to the 2008 Closing Date or after the Closing Date; (2) all liabilities and obligations of Seller under the Permits assigned to Purchaser hereunder to the extent arising or occurring prior to the 2008 Closing Date or after the Closing Date; (3) all liabilities and obligations relating to the Assets to the extent arising or occurring prior to the 2008 Closing Date or after the Closing Date except to the extent specifically provided otherwise elsewhere in this Agreement; (4) all liabilities or obligations for Taxes attributable to the Assets relating to, or arising in, any Post-Closing Tax Period; (5) all liabilities and obligations for the remediation or cleanup of the Facility Site under applicable Environmental Laws attributable to Releases arising or occurring prior to the 2008 Closing Date or after the Closing Date; (6) all liabilities and obligations of Seller relating to the Facility Employees, to the extent arising or occurring prior to the 2008 Closing Date; and (7) all liabilities and obligations relating to the Transferred Employees, to the extent arising or occurring after the Closing Date. (b) Limitation. Nothing contained in this Section 2.3 or in any instrument of assumption executed by Purchaser at the Closings shall release or relieve Seller from its respective representations, warranties, covenants and agreements contained in this Agreement or any certificate, schedule, instrument, agreement or document executed pursuant hereto or in connection herewith. (c) Excluded Liabilities. Except as otherwise expressly set forth in this Agreement, Purchaser does not assume or agree to pay, satisfy, discharge or perform, and shall not be deemed by virtue of the execution and delivery of this Agreement or any document delivered in connection with this Agreement, or as a result of the consummation of the transactions contemplated by this Agreement, to have assumed, or to have agreed to pay, satisfy, discharge or perform, any liability, obligation or indebtedness of Seller, whether primary or secondary, direct or indirect, known or unknown, contingent or absolute, determined or indeterminable (all such liabilities and Resolution No. 2021-41 Page 22 of 179 __________________ 15 4820-9916-0569v17/022487-0008 obligations not assumed by Purchaser being referred to herein as the “Excluded Liabilities”). For the avoidance of doubt, any liabilities excluded from the 2007 PSA (including any “Excluded Liabilities” as defined in the 2007 PSA) shall be retained by the City and shall constitute Assumed Liabilities hereunder. Without limiting the generality of the foregoing, the following shall be Excluded Liabilities: (1) all liabilities and obligations with respect to trade accounts payable (other than those under Assigned Agreements) arising in connection with the Assets and in existence on the Closing Date; (2) liabilities or obligations associated with or arising from the Excluded Assets and the ownership, operation and conduct of any business by Seller, its Affiliates or any of its successors in interest in connection therewith; (3) liabilities or obligations of Seller associated with or arising under any agreement other than an Assigned Agreement; (4) liabilities or obligations of Seller resulting from entering into, performing its respective obligations pursuant to or consummating the transactions contemplated by this Agreement or in connection with Seller’s obtaining any consent, authorization or approval necessary for it to sell, convey, assign, transfer or deliver the Assets to Purchaser hereunder; (5) liabilities or obligations of Seller with respect to Taxes and liabilities or obligations of Seller for Taxes attributable to the Assets relating solely to any Pre-Closing Tax Period (including, without limitation, any liabilities or obligations pursuant to any Tax sharing, Tax indemnification or similar agreement); (6) except for any liabilities or obligations arising under or relating to Assigned Agreements, liabilities or obligations of Seller representing indebtedness for money borrowed or the deferred portion of the purchase price for any asset (and any refinancing thereof); (7) except as otherwise provided in this Agreement, liabilities or obligations arising from any injury to or death of any person or damage to or destruction of any property relating to the Assets (including, without limitation, workers’ compensation claims, discrimination, wrongful discharge, or unfair labor practice), 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 Seller or any other person or entity, and to the extent arising, pending or threatened on or before the Closing Date; (8) except as otherwise provided in this Agreement, liabilities or obligations of Seller relating to the Facility Employees, to the extent arising or occurring on or before the Closing; (9) liabilities or obligations of Seller (i) for civil fines or penalties to the extent arising from any noncompliance with or violation of any applicable Environmental Law relating to the Assets or the activities of Seller since the 2008 Closing Date and prior to the Closing Date, and (ii) remediation or cleanup of the Facility Site under applicable Environmental Laws to the extent attributable to Releases arising or occurring since the 2008 Closing Date and prior to the Closing Date; and Resolution No. 2021-41 Page 23 of 179 __________________ 16 4820-9916-0569v17/022487-0008 (10) any liabilities, obligations or responsibilities (whether contingent or otherwise) relating to any “employee benefit plan” (as defined in Section 3(3) of ERISA) maintained by Seller, and any trade or business (whether or not incorporated) which are or have ever been under common control, or which are or have ever been treated as a single employer, with Seller under Section 414(b), (c), (m) or (o) of the Code (an “ERISA Affiliate”) or to which Seller and any ERISA Affiliate contributed thereunder (the “ERISA Affiliate Plans”), including any multiemployer plan, maintained by, contributed to, or obligated to contribute to, at any time, by Seller or any ERISA Affiliate (hereinafter referred to as “Benefit Plans”), including without limitation any liability (i) to the Pension Benefit Guaranty Corporation under Title IV of ERISA; (ii) with respect to non- compliance with the notice and benefit continuation requirements of COBRA; (iii) with respect to any non-compliance with ERISA; or (iv) with respect to any suit, proceeding or claim which is brought against any Benefit Plan, ERISA Affiliate Plan, any fiduciary or former fiduciary of any such Benefit Plan or ERISA Affiliate. 2.4 Deposits, Purchase Price and Payment. The Purchase Price shall be payable by Purchaser at such time and in accordance with the following terms: (a) Payment of Purchase Price. On the Closing Date, Purchaser shall deliver the Purchase Price, as adjusted by the Purchase Price Adjustment, by wire transfer of immediately available funds to Seller’s Account. (b) Purchase Price Adjustments. (1) For purposes of this Section 2.4, the “Purchase Price Adjustment” shall mean the amount set forth in the Preliminary Closing Statement, whether positive or negative, that is the sum of: (i) all amounts paid or to be paid directly or indirectly by Seller for Capital Expenditures (including, without limitation, amounts withheld from distributions made to Seller) approved in writing by Purchaser prior to the purchase thereof with respect to any of the Assets between the date hereof and the Closing Date; (ii) any fees or other amounts owed by the Purchaser that have accrued under the PPTA as of the Closing Date (including, in the case of any fees or payments due after the Closing Date and relating to periods prior to the Closing Date, as prorated in respect of such period prior to the Closing Date), excluding the November PPTA Invoice; (iii) the expenses prepaid by Seller with respect to the Assets for any period after the Closing Date, to the extent set forth in Section 2.4(c) (other than periodic charges prorated pursuant to Section 2.4(c) or as set forth in Schedule 2.4(b)(1)); and (iv) the amount, if any, by which the acquisition of spare parts, and inventory with respect to the Facility is greater than the consumption of the same by Seller between the date hereof and the Closing Date, but only to the extent such amount exceeds $250,000 in the aggregate; minus the sum of: (A) any revenue received by Seller in respect of the Assets for periods after the Closing Date; (B) any liability for expenses assumed or satisfied by Purchaser with respect to the Assets for any period before the Closing Date, including the expenses set forth in Section 2.4(c); (C) the amount, if any, by which the consumption of spare parts and inventory with respect to the Facility is greater than the acquisition of the same by Seller between the date hereof and the Closing Date, but only to the extent such amount exceeds $250,000 in the aggregate, and (D) if Closing occurs after December 15, 2021, an amount equal to $80,000 multiplied by the number of days elapsed during the period commencing on (and including) December 15, 2021 and ending on (and including) the Closing Date. Notwithstanding anything herein to the contrary, any amounts paid by Seller prior to the Closing with respect to the LTSA shall not be deemed a prepaid expense and shall not otherwise increase the Purchase Price. The Purchase Price Adjustment shall also reflect any prorations pursuant to Section 2.4(c). Resolution No. 2021-41 Page 24 of 179 __________________ 17 4820-9916-0569v17/022487-0008 (2) As promptly as possible, but in any event no later than ten (10) days prior to the Closing Date, Seller shall prepare and deliver to Purchaser a reasonably detailed statement (the “Preliminary Closing Statement”) setting forth Seller’s reasonable good faith estimate of the Purchase Price Adjustment. As set forth in Section 2.4(a), the Purchase Price shall be adjusted to reflect the Purchase Price Adjustment as calculated in the Preliminary Closing Statement. (3) No later than ninety (90) days after the Closing Date, Purchaser shall prepare and deliver to Seller a reasonably detailed statement (the “Final Closing Statement”) setting forth Purchaser’s reasonable good faith calculation of the Purchase Price Adjustment dated as of the close of business on the Closing Date. Upon receipt of the Final Closing Statement, and for a period of thirty (30) days thereafter, Seller shall have on-site access (after advance written notice and during normal business hours) at reasonable times to the personnel, properties, books and records of Purchaser to the extent reasonably required to complete its review of the Final Closing Statement. Either Party and its accountants may make inquiries of the other Party and its respective accountants and employees regarding questions concerning or disagreements with the Final Closing Statement arising in the course of their review thereof, and both Parties shall use Commercially Reasonable Efforts to share information with respect to such inquiries and to cause any such accountants and employees to cooperate with and respond to such inquiries. (4) If Seller has any objections to the Final Closing Statement, Seller shall deliver to Purchaser a statement setting forth its objections thereto (the “Objections Statement”) within thirty (30) days after receipt thereof. If Seller does not have any objections, or if the Objections Statement is not delivered to Purchaser within such thirty (30) day period, the Final Closing Statement shall be final, binding and non-appealable by the Parties, and the amounts as calculated in the Final Closing Statement shall constitute the “Final Purchase Price Adjustment.” If Seller delivers the Objections Statement within such thirty (30) day period, Seller and Purchaser agree to use their reasonable efforts to negotiate in good faith any objections set forth in the Objections Statement. In the event any dispute is not resolved within sixty (60) days of the delivery of the Objections Statement, either Party may elect to have the dispute resolved by a nationally recognized accounting firm that is independent of each of Seller and Purchaser, and which shall be selected by the mutual agreement of Seller and Purchaser (the “Independent Accountant”). If any dispute is submitted to the Independent Accountant, each Party will furnish to the Independent Accountant such work papers and other documents and information relating to the disputed issues as the Independent Accountant may request and are available to that Party or its independent accountants and each Party shall be afforded the opportunity to present to the Independent Accountant material relating to the determination and to discuss the determination with the Independent Accountant. The results of the resolution of the Independent Accountant shall be conclusive and binding on Seller and Purchaser, and the final determination of the Independent Accountant shall constitute the “Final Purchase Price Adjustment.” Each of Seller and Purchaser shall be responsible for fifty percent (50%) of all fees and disbursements of such Independent Accountant. (5) If the Final Purchase Price Adjustment is greater than the Purchase Price Adjustment, then Purchaser shall pay the amount of the excess to Seller. If the Final Purchase Price Adjustment is less than the Purchase Price Adjustment, then Seller shall pay such difference back to Purchaser. The relevant payment shall be due within thirty (30) days after the date of the final determination of the Final Purchase Price Adjustment. Resolution No. 2021-41 Page 25 of 179 __________________ 18 4820-9916-0569v17/022487-0008 (c) Prorations. The personal property taxes, water, gas, electricity and other utilities, local business or other similar license fees or taxes, dues, rent on leases, and other similar periodic charges payable with respect to the Facility or the Assets shall be prorated by Purchaser as between Purchaser and Seller effective as of 11:59 P.M. Pacific Time on the Closing Date. 2.5 Closing. The consummation of the purchase of Seller’s right, title and interest in and to the Assets shall take place at the offices of Stradling Yocca Carlson & Rauth, a Professional Corporation, in Newport Beach, California, as soon as practicable following the satisfaction or waiver of all of the Closing Conditions (the “Closing”). The Closing shall be deemed to take place at 11:59 P.M. Pacific Time on the Closing Date. Notwithstanding anything herein to the contrary, Purchaser shall not be required to consummate the transaction earlier than eighteen (18) Business Days following the receipt of Purchaser Required Governmental Approvals, provided that Purchaser shall nevertheless be obligated to consummate the transaction on or prior to December 31, 2021. 2.6 Deliveries at Closing. (a) Deliveries by Seller. At the Closing, Seller shall deliver the following to Purchaser: (1) a fully executed bill of sale, substantially in the form of Exhibit A (the “Bill of Sale”) and a fully executed deed of transfer, substantially in the form of Exhibit B (the “Deed of Transfer”), with respect to the Facility Assets and the Miscellaneous Assets to be conveyed by Seller; (2) a fully executed assignment and assumption agreement, substantially in the form of Exhibit C (an “Assignment and Assumption Agreement”), with respect to the Assigned Agreements (other than the LTSA); (3) the information and documents comprising the Facility Assets; (4) a certificate executed on behalf of Seller by an authorized official of Seller, dated as of the Closing Date, representing and certifying in such detail as Purchaser may reasonably request that (i) all representations and warranties of Seller contained in Section 5 were true and correct in all material respects without regard to any qualification by “materiality”, “Material Adverse Effect” or words of similar import as of the date hereof and as of the Closing Date, with the same effect as though those representations and warranties had been made again at and as of that time (except to the extent that any such representation or warranty is made as of a specified date, in which case as of such specified date), except insofar as any failures to be true and correct, individually or in the aggregate, do not constitute, and could not reasonably be expected to have, a Material Adverse Effect and (ii) all of the terms, covenants and conditions to be complied with and performed by Seller on or prior to the Closing Date have been complied with or performed in all material respects; (5) written evidence of the termination of the Lease, Memorandum of Lease and Easements, PPTA, Interconnection and Transmission Services Agreement, and Seller’s Lender Deed of Trust, Subordination Agreement and all other Prior Agreements; Resolution No. 2021-41 Page 26 of 179 __________________ 19 4820-9916-0569v17/022487-0008 (6) instruments of transfer and assignment, if any, sufficient to transfer personal property included in the Assets but not otherwise transferred by the assignments and agreements specified in this Section 2.6(a), as required by California law; (7) possession of the Assets (including keys, codes, passcodes and passwords and/or combinations to all locks and vehicles); (8) copies (certified by an authorized officer or representative of Seller) of the Governing Documents of Seller, and certificates of good standing of Seller issued by the state in which Seller is organized dated within three (3) Business Days prior to the Closing Date; (9) copies (certified by a responsible officer of Seller) of such resolutions (or other authorizations) of the board of directors (or equivalent governing authority) of Seller as may be required to authorize the transactions contemplated by this Agreement and the Related Agreements and authorizing officers of Seller to execute and deliver this Agreement, the Related Agreements and any and all other documents or instruments which they deem necessary and appropriate in connection with this Agreement; (10) a certificate of Seller’s secretary (or other authorized officer or representative) certifying in such detail as Purchaser may reasonably request that (i) the Governing Documents of Seller delivered to Purchaser pursuant to Section 2.6(b)(8) are true and complete and in full force and effect, (ii) the resolutions (or other authorizations) of the board of directors (or equivalent governing authority) of Seller delivered to Purchaser pursuant to Section 2.6(b)(9) are true and complete and in full force and effect, and (iii) the officer(s) or representative(s) of Seller executing and delivering this Agreement, the Related Agreements and the other documents delivered by Seller in connection with the Closing have been duly authorized to execute and deliver such documents on behalf of Seller; (11) written evidence, which may include a customary payoff letter, that (x) any liens on the Assets securing any financing of Seller have been released or shall be released concurrently with the occurrence of the Closing and (y) all outstanding amounts under any financing arrangement entered into by Seller that are secured by the Assets have been, or shall concurrently with the occurrence of the Closing be, satisfied in full (except for any reimbursement, indemnity or similar obligations that survive the termination of such financing arrangement); (12) an assignment of the LTSA executed by Seller, Purchaser and Siemens, substantially in the form of Exhibit F; (13) written approval of Seller of the allocation schedule provided by Purchaser pursuant to Section 9.2(g); and (14) such other documents from Seller as Purchaser may reasonably request for facilitating the consummation or performance of any of the transactions contemplated by this Agreement. (b) Deliveries by Purchaser. At the Closing, Purchaser shall deliver the following to Seller: (1) the Purchase Price in accordance with Section 2.4; Resolution No. 2021-41 Page 27 of 179 __________________ 20 4820-9916-0569v17/022487-0008 (2) an Assignment and Assumption Agreement with respect to the Assigned Agreements, duly executed by Purchaser; (3) an instrument of assumption of liabilities with respect to the Assumed Liabilities, reasonably satisfactory in form and substance to Seller and Purchaser; (4) a receipt acknowledging delivery and possession of the Assets in accordance with this Agreement; (5) a certificate executed on behalf of Purchaser by an authorized officer or representative of Purchaser, dated as of the Closing Date, representing and certifying in such detail as Seller may reasonably request that (i) all representations and warranties of Purchaser contained in Section 6 were true and correct in all material respects without regard to any qualification by “materiality”, “Material Adverse Effect” or words of similar import as of the date hereof and as of the Closing Date, with the same effect as though those representations and warranties had been made again at and as of that time (except to the extent that any such representation or warranty is made as of a specified date, in which case as of such specified date), except insofar as any failures to be true and correct, individually or in the aggregate, do not constitute, and could not reasonably be expected to have, a Material Adverse Effect and (ii) all of the terms, covenants and conditions to be complied with and performed by Purchaser on or prior to the Closing Date have been complied with or performed in all material respects; (6) written evidence of the termination of the Seller’s Subordinate Deed of Trust; (7) copies (certified by an authorized official or other representative of Purchaser) of Purchaser’s charter, and a certificate of such official or representative that such copy is true and correct as of the date thereof; (8) copies (certified by an authorized official or other representative of Purchaser) of such resolutions (or other authorizations) of the City Council of Purchaser as may be required to authorize the transactions contemplated by this Agreement and the Related Agreements and authorizing officials of Purchaser to execute and deliver this Agreement, the Related Agreements and any and all other documents or instruments which they deem necessary and appropriate in connection with this Agreement; (9) a certificate from an authorized official or other representative of Purchaser certifying in such detail as Seller may reasonably request that the officer(s) or representative(s) of Purchaser executing and delivering this Agreement, the Related Agreements and the other documents delivered by Purchaser in connection with the Closing have been duly authorized to execute and deliver such documents on behalf of Purchaser; (10) the Title Report; (11) payment of or evidence of payment prior to the Closing Date of the PPTA invoice for the calendar month of November 2021 (the “November PPTA Invoice”), which is due and payable on or before the later of December 20, 2021 or ten (10) calendar days after receipt of the invoice, pursuant to Section 15.2 of the PPTA; Resolution No. 2021-41 Page 28 of 179 __________________ 21 4820-9916-0569v17/022487-0008 (12) payment or evidence of payment to be made at the Closing of outstanding unpaid amounts due and payable under the Purchase Orders in an amount not to exceed $196,325, plus any applicable taxes; and (13) such, other documents from Purchaser as Seller may reasonably request for facilitating the consummation or performance of any of the transactions contemplated by this Agreement. 2.7 Recordation. At the Closing, the Parties shall cause the recordation of the following documents in the Office of the County Recorder for Los Angeles County in the following order: (a) First, the Deed of Transfer; (b) Second, Termination of Lease; and (c) Substitution of Trustee and Full Reconveyance 2.8 Non-Assignable Assets. (a) To the extent that any of the Assets (including, without limitation, any Assigned Agreements) are not capable of being assigned to Purchaser at the Closing without the consent of any Person who is not a Party or its Affiliates, or if such assignment or attempted assignment would constitute a breach of the agreement to be assigned, or a violation of any Governmental Rule, this Agreement shall not constitute an assignment thereof, or an attempted assignment, unless and until such consent has been obtained. (b) In the event that any Consent referred to in Section 2.8(a) has not been obtained prior to the Closing, Seller and Purchaser shall use reasonable efforts and shall cooperate after the Closing, to obtain each and every such consent or otherwise cause the transition of the rights and obligations under the affected Assets to Purchaser. Notwithstanding the references herein to cooperation or use of reasonable efforts to obtain the Consents, nothing herein shall obligate any party to agree to a material modification or amendment to the terms of the Assigned Agreements or take actions other than Commercially Reasonable Efforts in order to obtain the consents. (c) To the extent any consents referred to in Section 2.8(a) have not been obtained by Seller prior to the Closing whether due to impracticalities of assignment or agreement of the parties, at Closing the Purchaser and Seller shall enter into subcontracting, subleasing, transition services or other arrangements that, subject to applicable Laws entitles the Purchaser to the claims, rights and benefits of Seller in accordance with such Assets and, to the extent possible, causes Purchaser to assume the thereunder in accordance with this Agreement (each, an “Alternative Agreement”), and Seller will enforce at the request of and for the benefit of Purchaser, with Purchaser assuming Seller’s obligations, any and all claims, rights and benefits of Seller against any third party thereto. Seller shall pay to Purchaser all amounts received with respect to such Alternative Agreements. (d) To the extent that Purchaser is provided the benefits pursuant to Section 2.8(c) of any Assets, Purchaser shall perform, on behalf of Seller, for the benefit of all other parties thereto and/or any other Person, the obligations of Seller thereunder or in connection therewith, but only to the extent that (i) such action by Purchaser would not result in a material Resolution No. 2021-41 Page 29 of 179 __________________ 22 4820-9916-0569v17/022487-0008 default thereunder or in connection therewith and (ii) such obligation would have been an Assumed Liability but for the non-assignability or non-transferability thereof. ARTICLE 3 CONDITIONS PRECEDENT TO THE OBLIGATIONS OF PURCHASER AT CLOSING 3.1 Conditions Precedent to Closing. The obligations of Purchaser under this Agreement to pay the Purchase Price, purchase the Assets, terminate the Prior Agreements to which Purchaser is a party and to take the other actions required to be taken by Purchaser at the Closing are subject to the satisfaction (or waiver in writing by Purchaser in the exercise of its sole and absolute discretion), on or prior to the Closing Date, of each of the following conditions precedent in this Section 3.1 (collectively, the “Closing Conditions”): (a) Receipt of Governmental Approvals. Purchaser shall have received (or made, as the case may be), in form and substance reasonably satisfactory to Purchaser, all Governmental Approvals required under Governmental Rules and as set forth in Schedule 3.1(a) hereto, for the consummation of the transactions contemplated by this Agreement with respect to the Assets and the Related Agreements, and for Purchaser’s lawful ownership of the Assets and operation of the Facility (the “Purchaser Required Governmental Approvals”), and such Purchaser Required Governmental Approvals shall be in full force and effect. (b) Receipt of Assigned Agreement Consents. Purchaser shall have received in form and substance reasonably satisfactory to Purchaser an Assigned Agreement Consent for each of the Assigned Agreements, as listed on Schedule 3.1(b) (the “Required Consents”). (c) Additional Agreements. Seller shall have executed and delivered each of the Related Agreements to which Seller is a party. (d) Representations and Warranties. Except insofar as there has not been and could not individually or in the aggregate reasonably be expected to have a Material Adverse Effect, all representations and warranties of Seller contained herein (without regard to any qualification by “materiality”, “Material Adverse Effect” or words of similar import) shall have been true and correct as of the date hereof, and shall be true and correct as of the Closing Date, with the same effect as though those representations and warranties had been made again at and as of that time, except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct as of such specified date. (e) Liens. The Assets shall be free of Liens other than Permitted Encumbrances. (f) Compliance with Provisions. Seller shall have performed or complied in all material respects with all covenants, agreements and conditions contained in this Agreement on its part required to be performed or complied with by the Closing Date and shall not otherwise be in, breach in any material respect of any of its covenants and agreements contained herein as of the Closing Date. (g) No Adverse Proceedings or Events. No injunction or restraining order shall have issued by, and no suit, action or other proceeding brought before any Governmental Authority Resolution No. 2021-41 Page 30 of 179 __________________ 23 4820-9916-0569v17/022487-0008 against any Party or its Affiliates is pending before any court or Governmental Authority (including administrative proceedings) which seeks to restrain or prohibit one or more of the transactions contemplated by this Agreement or to obtain material damages or other material relief in connection with this Agreement or the transactions contemplated hereby or the Assigned Agreements. (h) Deliveries. Seller shall have delivered, or caused to be delivered, to Purchaser at Closing the documents, payments and other deliverables listed in Section 2.6(a). (i) No Material Adverse Effect. Since the date hereof, there has not occurred any event or circumstance having a Material Adverse Effect or any event or circumstance that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. (j) Purchaser Financing. On or prior to the Closing Date, Purchaser shall have received proceeds of revenue bonds in an amount sufficient to pay the Purchase Price. (k) No Termination. Neither Party shall have exercised any termination right to which such Party was entitled to exercise pursuant to Article 10. ARTICLE 4 CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER AT CLOSING 4.1 Conditions Precedent to Closing. The obligations of Seller under this Agreement to complete, the sale of the Assets to Purchaser, the termination of the Prior Agreements to which Seller is a party and to take the other actions required to be taken by Seller at the Closing are subject to the satisfaction (or waiver in writing by Seller in its sole discretion), on or prior to the Closing Date, of each of the following conditions precedent in this Section 4.1: (a) Representations and Warranties. Except insofar as there could not individually or in the aggregate reasonably be expected to have a Material Adverse Effect, all representations and warranties of Purchaser contained herein (without regard to any qualification by “materiality”, “Material Adverse Effect” or words of similar import) shall have been true and correct as of the date hereof, and shall be true and correct as of the Closing Date, with the same effect as though those representations and warranties had been made again at and as of that time, except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct as of such specified date. (b) Compliance with Provisions. Purchaser shall have performed or complied in all material respects with all covenants, agreements and conditions contained in this Agreement on its part required to be performed or complied with by the Closing Date and shall not otherwise be in breach in any material respect of any of its covenants and agreements contained herein as of the Closing Date. (c) Receipt of Governmental Approvals. Seller shall have received (or made, as the case may be), in form and substance reasonably satisfactory to Seller, all Governmental Approvals required by Seller under Governmental Rules and as set forth in Schedule 4.1(c) hereto, for the consummation of the transactions contemplated by this Agreement with respect to the Assets Resolution No. 2021-41 Page 31 of 179 __________________ 24 4820-9916-0569v17/022487-0008 and the Related Agreements (the “Seller Required Governmental Approvals”), and such Seller Required Governmental Approvals shall be in full force and effect. (d) Additional Agreements. Purchaser shall have executed and delivered each of the Related Agreements to which Purchaser is a party. (e) No Adverse Proceedings or Events. No injunction or restraining order shall have issued and no suit, action or other proceeding brought by any Governmental Authority (other than Seller or any official of Seller) against any Party or its Affiliates is pending before any court or Governmental Authority (including administrative proceedings) which seeks to restrain or prohibit one or more of the transactions contemplated by this Agreement or to obtain material damages or other material relief in connection with this Agreement or the transactions contemplated hereby or the Assigned Agreements. (f) Purchaser Deliveries. Purchaser shall have delivered, and Seller shall have received, all of the items set forth in Section 2.6(b). (g) No Termination. Neither Party shall have exercised any termination right to which such Party was entitled to exercise pursuant to Article 10. ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF SELLER Seller represents and warrants to Purchaser as of the date hereof and as of the Closing Date as follows in this Article 5: NOTWITHSTANDING ANYTHING CONTAINED IN THIS ARTICLE 5 OR ANY OTHER PROVISION OF THIS AGREEMENT TO THE CONTRARY, IT IS THE EXPRESS INTENT OF THE PARTIES THAT SELLER MAKE NO REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY IN RESPECT OF THE ASSETS OR ANY OTHER MATTER BEYOND THOSE EXPRESSLY GIVEN IN THIS AGREEMENT, AND ANY SUCH REPRESENTATIONS OR WARRANTIES ARE EXPRESSLY DISCLAIMED. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS ARTICLE 5 OR ANY OTHER PROVISION OF THIS AGREEMENT, IT IS UNDERSTOOD AND AGREED THAT PURCHASER IS PURCHASING THE ASSETS ON AN “AS IS” AND “WHERE IS” BASIS. 5.1 Representations and Warranties with Respect to Seller. (a) Organization and Existence. Seller is a duly organized and validly existing limited liability company in good standing under the laws of the State of Delaware and is qualified to transact business in all jurisdictions (including California) where the ownership of its properties or its, operations require such qualification, except where the failure to so qualify would not have a Material Adverse Effect on its financial condition, its ability to own its properties or transact its business, or to carry out the transactions contemplated hereby. Seller has made available to Purchaser copies of the Governing Documents of Seller as currently in effect. Resolution No. 2021-41 Page 32 of 179 __________________ 25 4820-9916-0569v17/022487-0008 (b) Execution, Delivery and Enforceability. Seller has full power and authority to carry on its business as now conducted, and to enter into, and carry out its obligations under, this Agreement and the Related Agreements. The execution, delivery and performance by Seller of this Agreement and the Related Agreements, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate or company action required on the part of Seller. This Agreement has, and as of the Closing Date each of the Related Agreements will have been, duly and validly executed and delivered by Seller and constitute, or will constitute, as applicable, the valid and legally binding obligations of Seller, enforceable against Seller in accordance with its and their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws affecting creditors’ rights, to the application of equitable principles if equitable remedies are sought, to the exercise of judicial discretion in appropriate cases. (c) No Violation. Except as set forth on Schedule 5.1(c), subject to the receipt of the Seller Required Governmental Approvals, none of the execution and delivery of this Agreement or any of the Related Agreements, the performance of or compliance with any provision hereof or thereof, or the consummation of the transactions contemplated hereby or thereby will: (1) violate, or conflict with, or result in a breach of any provisions of the Articles of Incorporation or Bylaws of Seller; (2) violate any Governmental Rule or Permit applicable to Seller or the Facility Assets, or result in the suspension or termination of, or require the material modification of, any Permit; (3) except for the Permitted Encumbrances, result in the creation or imposition of any material Lien upon the Facility Assets, or a breach of, or constitute a default under, or give to any other Persons any rights of termination, amendment, acceleration or cancellation of any material agreement to which Seller is a party or by which any of its respective properties is bound or affected; or (4) violate, or conflict with, or result in a breach of any note, deed of trust, security interest, lease, contract or agreement to which Seller is a party or by which it or any of its properties or assets may be bound or affected, the effect of which violation, conflict or breach would reasonably be expected to result in a material adverse effect on the financial condition of Seller. (d) No Approvals. Except as set forth on Schedule 5.1(d), and other than the Seller Required Governmental Approvals and the Required Consents, no material consent or approval of, filing with or notice to (i) any Person or (ii) any Governmental Authority is required to be obtained or made in connection with Seller’s execution, delivery and performance of this Agreement or the Related Agreements or the consummation of the transactions contemplated hereby or thereby, which, if not obtained or made, will prevent Seller from performing its obligations hereunder or thereunder. (e) Litigation. Except as set forth on Schedule 5.1(e): (1) As of the date hereof, there are no pending or to Seller’s Knowledge, threatened, actions, suits or proceedings by any Person (i) seeking to prohibit or restrain the Resolution No. 2021-41 Page 33 of 179 __________________ 26 4820-9916-0569v17/022487-0008 performance of this Agreement or any of the Related Agreements or the consummation of the transactions contemplated hereby or thereby, or (ii) asserting a claim for any material damages as a result of this Agreement or any of the Related Agreements, the ownership or operation of the Assets or any portion thereof, or the consummation of the transactions contemplated hereby or thereby, (2) As of the Closing Date, there are no pending or, to Seller’s Knowledge, threatened, actions, suits, or proceedings by any Person as described in Section 5.1(e)(1) above, the assertion of which could result in the failure to satisfy the Closing Condition set forth in Section 3.1(g), or be reasonably be expected to result in damages in excess of $2,500,000. (f) Taxes. Except as disclosed on Schedule 5.1(f) and except as could not reasonably be expected to result in a material adverse effect on Seller: (1) Seller has duly and timely filed, or will duly and timely file, all Tax Returns required to be filed with respect to the Assets on or prior to the Closing Date. All such Tax Returns are true, correct and complete in all material respects. All Taxes required to be paid with respect to the Assets (whether or not shown as due on such Tax Returns) have been or will be timely paid; (2) Seller is not a foreign person within the meaning of Section 1445 of the Code; (3) Seller has not executed or filed with any taxing authority (whether federal, state, local or foreign) any agreement or other document extending or having the effect of extending the period for assessment of any Tax that is due with respect to a material Tax Return that Seller is required to file with respect to the Assets; (4) There is no Tax deficiency outstanding, assessed or proposed in writing against Seller relating to the Assets. There are no pending or, to the Knowledge of Seller, threatened, audits, administrative proceedings, discussions, court proceedings or other examinations in respect of any Tax Return relating to the Assets. No federal, state, local or foreign action, suit, investigation, claim or assessment is pending or, to the knowledge of such Seller, threatened, in respect of Taxes of Seller relating to the Assets, nor has Seller received any written notice from any Governmental Authority that any such action, suit, investigation, audit, claim or assessment is threatened or contemplated. There are no outstanding Tax rulings, requests for rulings, or closing agreements relating to Seller relating to the Assets which would affect liability for Taxes for any period (or portion of a period) after the date hereof; (5) Seller does not have currently in effect a waiver of any statute of limitations in respect of the assessment and collection of Taxes relating to the Assets or any extension of time with respect to a Tax assessment or deficiency against the Assets. Seller is not party to any Tax allocation or sharing agreement. No power of attorney on behalf of Seller with respect to any Tax matter relating to the Assets is currently in force; (6) Seller has provided to Purchaser copies of all Tax audit reports affecting the Assets that have been issued with respect to the previous three (3) taxable years of Seller; and Resolution No. 2021-41 Page 34 of 179 __________________ 27 4820-9916-0569v17/022487-0008 (7) None of the Assets constitute “tax exempt use property” within the meaning of section 168(h)(1) of the Code. (g) Brokers. No Person, including but not limited to the City, or any employee, advisor or consultant of the City, official of the City or member of the City Council of the City, is entitled to receive from the City, directly or indirectly, any brokerage commission, finder’s fee or other similar payment in connection with the purchase and sale of the Assets. No Person is entitled to receive from Seller, directly or indirectly, any brokerage commission, finder’s fee or other similar payment in connection with the purchase and sale of the Assets. (h) LTSA. As of the Closing, there shall be no outstanding unpaid amounts owed to Siemens under the LTSA other than the payment to be made at the Closing pursuant to the assignment of the LTSA to be executed on the Closing Date by Seller, Purchaser and Siemens pursuant to Section 2.6(a)(12) substantially in the form of Exhibit F. (i) Affiliate Agreements. As of the Closing, there shall be no agreements to which the Seller, Bicent (California) Power LLC or any Affiliate of either is a party relating to the Assets. 5.2 Representations and Warranties with Respect to the Facility. (a) Compliance with Laws. (1) Compliance with Governmental Rules and Permits. Except as set forth on Schedule 5.2(a)(1) (other than with respect to Environmental Laws and Environmental Permits, as to which the only representations and warranties made by Seller are exclusively those contained in Section 5.2(a)(2)): (i) Seller is in compliance in all material respects with all Governmental Rules and with all Permits applicable to the conduct of its business and activities relating to the Facility, and the ownership, operation, maintenance and use of the Facility. (ii) Each of the Permits held by Seller with respect to the Facility is valid, in full force and effect, and final and non-appealable by any third party. (iii) Assuming Purchaser promptly on the Closing Date files with the CEC a complete petition for approval for a transfer of ownership or operational control under Title 20 of the California Code of Regulations, Section 1769(b) (the “Petition”), Purchaser shall have the benefit of Seller’s rights under the CEC Final Decision for Malburg Generating Station, dated May 2003, as most recently amended June 2019. The CEC’s issuance of an approval under such Section 1769(b) is administrative and, assuming diligent prosecution of the Petition, the Petition shall be approved by the CEC in the ordinary course. (2) Environmental Legal Compliance. Except as set forth on Schedule 5.2(a)(2): (i) Seller is in compliance in all material respects with applicable Environmental Laws, and any Environmental Permits (including Emissions Rights) issued thereunder, with respect to the Facility and holds all Environmental Permits (including Emissions Rights) required to own and operate the Facility as currently operated; Resolution No. 2021-41 Page 35 of 179 __________________ 28 4820-9916-0569v17/022487-0008 (ii) Seller has not received any written notice or claim from any Person alleging any material liability for personal injury or property damage relating to the Facility, or any notice of any violation under Environmental Law, any request for information pursuant to CERCLA, or any notice of any order, penalty, investigation, action, suit, claim, proceeding or other action from any Governmental Authority or any other Person with respect to the actual or alleged violation by Seller at the Facility Site, or liability of any Person with respect to the Facility Assets or the Facility Site under any Environmental Law or Environmental Permit and to Seller’s Knowledge, there are no circumstances, events or conditions that could result in such a notice of material liability; (iii) Neither the Facility Site nor the Facility is the subject of any material administrative or judicial actions, claims, demands, complaints, suits, proceedings or investigations pursuant to any Environmental Law, and no such action, complaint, suit, proceeding or investigation is pending, or to the Knowledge of Seller, threatened; (iv) To Seller’s Knowledge, neither the Facility Site nor the Facility (including any above-ground or underground storage tanks located on or a part thereof) contains any Hazardous Substance (including polychlorinated biphenyls, asbestos, lead or urea formaldehyde) placed on the Facility Site or at the Facility since the 2008 Closing Date that, under any Environmental Law, (1) imposes or could reasonably be expected to impose as of the date hereof on any Person owning or operating the Facility a liability for material fines or penalties for non- compliance with Environmental Law, or for the performance or reimbursement of any material costs of removal, remediation, or other cleanup, or liability for or obligation to reimburse damages to natural resources; (2) has had or could reasonably be expected to result in a Material Adverse Effect; or (3) could reasonably be expected to result in the imposition of a Lien under applicable Environmental Laws on the Facility Site or the Facility; (v) Seller has not caused any Release at the Facility Site, or has arranged for the disposal of any Hazardous Substance to, at or from the Facility Site or at any other location in connection with the Facility; other than in compliance in all material respects with applicable Environmental Laws; (vi) Seller has not made, nor is it currently obligated to make, file or give any report or notification to any Governmental Authority regarding any Release at the Facility Site; (vii) Other than Permitted Encumbrances, no material Lien in favor of any Person imposed under any Environmental Laws relating to or in connection with any claim under an Environmental Law has been filed or has been attached to the Facility and, to Seller’s Knowledge, no response action or other remediation by any Governmental Authority has taken place that could form the basis for such a Lien under any Environmental Laws; (viii) Seller has provided to Purchaser each material environmental investigation, study, report and other analysis in its possession and conducted within the past five (5) years with respect to all or any portion of the Facility Site; and (ix) Each of the Environmental Permits held by Seller is (A) valid, in full force and effect, and final and non-appealable by any third party and (B) to Seller’s Knowledge, not subject to any pending suit, action, investigation, proceeding or appeal (whether Resolution No. 2021-41 Page 36 of 179 __________________ 29 4820-9916-0569v17/022487-0008 judicial, administrative or otherwise), and no such suit, action, investigation, proceeding or appeal is threatened which could reasonably be expected to result in a Material Adverse Effect. (3) Without regard to Seller’s Knowledge, the representations and warranties contained in Section 5.2(a)(2) are the only and exclusive representations and warranties made by Seller with respect to matters relating to Hazardous Substances and Environmental Laws. (b) Government Authority Requirements. To Seller’s Knowledge, there are no requirements of any Governmental Authority that would impose a restraint or restriction on, the operation of the Facility with the design and operating characteristics as set forth in the Permits or as it has operated consistent with past practice. (c) Condemnation or Other Proceedings; Bonds. Except as set forth on Schedule 5.2(c), there is no pending or, to Seller’s Knowledge, threatened condemnation or other similar proceeding of any part of the Facility Site. Except as set forth on Schedule 5.2(c), there is no outstanding collateral (whether as surety bonds, letters of credit, cash deposits or otherwise) given by Seller in connection with the operation of the Facility. (d) Sufficiency of Assets. To the Knowledge of Seller, except as set forth on Schedule 5.2(d), there are no material facts or circumstances that would render the conclusions set forth in the Leidos’ Independent Engineers Report of the Malburg Generating Station dated August 31, 2021 with respect to the Facility Assets untrue in any material respect, and there are no conditions affecting the Facility Assets which could, individually or in the aggregate, interfere in any material respect with the use of such Facility Assets as currently used. Except as set forth on Schedule 5.2(d) (and except as the aggregate value of such assets would not exceed $50,000), as of the Closing Date, the Facility Assets constitute all of the assets located at the Facility Site and all of the assets not located at the Facility Site that are reasonably required for the operation and maintenance of the Facility by Purchaser as now being conducted. (e) Contracts. Schedule 5.2(e) sets forth each material contract necessary for or, primarily related to Seller’s ownership or operation of the Facility (“Facility Contracts”). Except as set forth on Schedule 5.2(e): (1) True and complete copies of each Facility Contract, together with all amendments thereto, have been provided to Purchaser. (2) None of the Facility Contracts has been modified, supplemented or amended in any material respect, or terminated, in any such case whether orally or in writing, except as otherwise provided by the Facility Contracts. (3) Each Facility Contract is a legal, valid and binding obligation of Seller. To the Knowledge of Seller, each Facility Contract is a legal, valid and binding obligation of each of the other parties thereto. (4) Each of the Facility Contracts has been duly authorized, executed and delivered by Seller and by each of the other parties thereto and, except to the extent fully performed in accordance with its terms, is in full force and effect and is valid and enforceable in accordance with its terms subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance Resolution No. 2021-41 Page 37 of 179 __________________ 30 4820-9916-0569v17/022487-0008 and other similar laws affecting creditors’ rights, to the application of equitable principles if equitable remedies are sought, to the exercise of judicial discretion in appropriate cases. (5) No default or event of default on the part of Seller has occurred and is continuing under any Facility Contract, and Seller has not received any notice, oral or written, or has Knowledge, that a default or event of default on the part of any other party thereto has occurred and is continuing or that any other Person has alleged or asserted any such default or event of default by any other party thereto. (6) All of the deliverables under any of the Facility Contracts made by any counterparty to a Facility Contract are included in the Facility Assets and none of such deliverables have been loaned to any other project or facility other than the Facility. (f) Utilities and Laterals. The Facility Site has the water, sewer and telephone service reasonably required to serve the needs of the Facility consistent with past practice. (g) No Third Party Options. There are no existing agreements, options or commitments granting to any Person the right to acquire Seller’s right, title or interest in or to the Facility Assets or any interest therein. (h) Taxes. Except as disclosed on Schedule 5.2(h): (1) There are no Liens for Taxes upon the Facility Assets, except for Permitted Encumbrances; (2) None of the Facility Assets is an interest (other than indebtedness within the meaning of Section 163 of the Code) in an entity taxable as a corporation, partnership, trust, or real estate mortgage investment conduit for federal income tax purposes; and (3) None of the Facility Assets are tax-exempt bond financed property within the meaning of Code section 168(g)(1) that are secured by a Lien on the Facility. (i) Employees and Labor Matters. (1) The individuals regularly performing services at or in connection with the Facility Assets, all of whom are assigned to the Facility as of the date hereof, are listed on Schedule 5.2(i). Since the 2008 Closing Date, the number of Facility Employees has not been materially inconsistent with the list set forth in Schedule 5.2(i). (2) No Facility Employees are now or in the past two years have been represented by a labor union or labor organization (“Union”), or covered by or subject to a collective bargaining agreement or union contract with any Union. (3) There has not occurred, nor, to Seller’s Knowledge has there been threatened, a labor strike, request for representation, organizing campaign, work stoppage, slowdown, or lockout or other labor dispute by or involving any of the Facility Employees in the past two years. (4) Seller has not received written notice of any unfair labor practice charge against Seller regarding practices or acts at the Facility Assets pending before the National Resolution No. 2021-41 Page 38 of 179 __________________ 31 4820-9916-0569v17/022487-0008 Labor Relations Board, and Seller has not received notice that any petition respecting any Facility Employees has been filed with the National Labor Relations Board. (5) Seller has not received any notice with respect to the Facility Employees of any charges before any Governmental Authority responsible for the prevention of unlawful employment practices and Seller is in compliance with all applicable Governmental Rules respecting employment practices, occupational health and safety, labor relations, terms and conditions of employment. (6) Seller has not received notice of any investigation related to the Facility Employees by a Governmental Authority responsible for the enforcement of labor or employment laws and regulations and, to Seller’s Knowledge, no such investigation is threatened. (j) Absence of Changes. Except as set forth in Schedule 5.2(j), since December 31, 2020, Seller has operated the Facility Assets only in the ordinary course of business consistent with past practices and has not (solely in connection with or relating to the Facility Assets): (1) suffered any Material Adverse Effect; (2) incurred any material obligation or liability, absolute, accrued, contingent or otherwise, whether due or to become due, except current liabilities incurred in the ordinary course of business consistent with past practices; (3) mortgaged, pledged or subjected to Lien, any property or assets, tangible or intangible, used in connection with the operation or maintenance of the Facility Assets; (4) sold, transferred, leased to others or otherwise disposed of any of the Facility Assets, or cancelled or compromised any debt or claim, or waived or released any right of substantial value; (5) transferred or granted any material rights or licenses under, or entered into any settlement regarding the material breach or infringement of any intellectual property included in the Facility Assets, or materially modified any existing rights with respect thereto or entered into any licensing or similar agreements or arrangements; (6) failed to maintain any of the Facility Assets in a normal and customary manner consistent with past practices and Prudent Industry Practices; (7) made any change in any respect in its accounting practices, policies or principles; or (8) taken any action or omitted to take any action that would result in the occurrence of any of the foregoing. (k) Insurance. Except as set forth on Schedule 5.2(k), the Facility Assets are insured with reputable insurers in accordance with Prudent Industry Practices. All policies and bonds providing for such insurance are in full force and effect. Seller has not received any notice or other indication from any insurer or agent of any intent to cancel or not renew any of such insurance Resolution No. 2021-41 Page 39 of 179 __________________ 32 4820-9916-0569v17/022487-0008 policies or bonds. All such insurance is cancellable by Seller on the Closing Date at no cost to Purchaser. ARTICLE 6 REPRESENTATIONS AND WARRANTIES OF PURCHASER Purchaser represents and warrants to Seller of the date hereof and as of the Closing Date as follows in this Article 6: 6.1 Transaction Representations. (a) Organization and Existence. Purchaser is a municipal corporation and a chartered city duly organized and existing under and by virtue of the Constitution and laws of the State of California and its charter. Purchaser has made available to Seller copies of the Governing Documents of Purchaser as currently in effect. (b) Execution, Delivery and Enforceability. Purchaser has full power and authority to carry on its business and governmental functions as now conducted, and to enter into, and carry out its obligations under, this Agreement and the Related Agreements. The execution, delivery and performance by Purchaser of this Agreement and the Related Agreements, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate or governmental action required on the part of Purchaser. This Agreement has, and as of the Closing Date each of the Related Agreements will have been, duly and validly executed and delivered by Purchaser and constitute, or will constitute, as applicable, the valid and legally binding obligations of Purchaser, enforceable against Purchaser in accordance with its and their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws affecting creditors’ rights, to the application of equitable principles if equitable remedies are sought, to the exercise of judicial discretion in appropriate cases and to limitations on legal remedies against public agencies in the State of California. (c) No Violation. Subject to the receipt of all Purchaser Required Governmental Approvals, none of the execution and delivery of this Agreement or any of the Related Agreements executed by Purchaser, the compliance with any provision hereof or thereof, nor the consummation of the transactions contemplated hereby or thereby will: (1) violate or conflict with, or result in a breach of any provisions of the Governing Documents of Purchaser; or (2) violate any Governmental Rule, or Permit, or result in the suspension or termination of, or require the material modification of any Permit, in each case applicable to Purchaser as of the date hereof. (d) No Approvals. Except as set forth on Schedule 6.1(d), and subject to the receipt of all Purchaser Required Governmental Approvals, no consent or approval of, filing with or notice to any Person is required to be obtained or made by Purchaser in connection with Purchaser’s execution, delivery and performance of any of this Agreement or the Related Agreements, or the consummation of the transactions contemplated hereby or thereby, which, if not obtained or made, will prevent Purchaser from performing its obligations hereunder or thereunder. Resolution No. 2021-41 Page 40 of 179 __________________ 33 4820-9916-0569v17/022487-0008 6.2 Litigation. There is no pending or, to Purchaser’s Knowledge, threatened action, suit, proceeding, investigation or request for information by any Governmental Authority or other Person to which Purchaser is subject or is a party which could result, or has resulted, in (a) the institution of legal proceedings to prohibit or restrain the performance of this Agreement or any of the Related Agreements, or the consummation of the transactions contemplated hereby or thereby, or (b) a claim for material damages as a result of this Agreement or any of the Related Agreements, or the consummation of the transactions contemplated hereby or thereby. Purchaser has no Knowledge of any pending or threatened litigation, claim, investigation or proceeding, private or governmental, or the existence of a reasonable basis for such a material litigation, claim, investigation or proceeding, which directly and specifically relates to the Facility. 6.3 Availability of Funds. Purchaser is fully capable of consummating the transactions contemplated by this Agreement and reasonably expects to have available funds sufficient to perform its obligations under this Agreement from the proceeds of revenue bonds of Purchaser expected to be received by the Purchaser on or prior to the Closing Date. 6.4 Brokers. All negotiations relating to this Agreement and the transactions contemplated hereby have been carried on by Purchaser in such a manner as not to give rise to any valid claim against Seller or Purchaser (by reason of Purchaser’s actions) for a brokerage commission, finder’s fee or other like payment to any Person. ARTICLE 7 COVENANTS OF SELLER Seller covenants and agrees for the benefit of Purchaser as follows: 7.1 Access and Investigation. (a) Subject to the limitations set forth in Section 7.1(b), upon reasonable advance notice received from Purchaser, Seller shall (i) afford Purchaser and its representatives full and free access, during regular business hours to the Facility Site, Assigned Agreements, Permits and Assigned Agreement Consents, books and records and other documents and data, (ii) furnish Purchaser and its representatives with such additional financial, operating and other relevant data and information related to the Facility Assets as Purchaser may reasonably request; and (iii) otherwise cooperate and assist, to the extent reasonably requested by Purchaser, with Purchaser’s investigation of the Facility Assets. In addition, Purchaser shall have the right to have the Facility Site and any tangible personal property comprising any part of the Facility Assets inspected by Purchaser or its representatives, at Purchaser’s sole cost and expense, for purposes of determining the physical condition and legal characteristics of the Facility Site and any relevant tangible personal property; provided, that, such investigation shall not include physical testing, geotechnical testing or sampling (including environmental sampling). Seller shall cooperate with Purchaser and make available the Facility Employees to Purchaser during regular business hours upon reasonable advance notice. (b) Notwithstanding the provisions of Section 7.1(a) above, the rights of access contained in this Section 7.1 are subject to, and on, the following terms and conditions: (i) any such investigation shall be exercised in such a manner as not to interfere unreasonably with the operation of Seller’s business; (ii) during the period from the date hereof to the Closing Date, all information provided to Purchaser or its agents or representatives by or on behalf of Seller or their agents or Resolution No. 2021-41 Page 41 of 179 __________________ 34 4820-9916-0569v17/022487-0008 representatives (whether pursuant to this Section 7.1 or otherwise) shall be governed by and subject to the Exclusive Negotiating Agreement, dated as of October 15, 2021, by and between Purchaser and Seller (the “Confidentiality Agreement”); (iii) such rights of access shall not affect or modify the conditions set forth in Articles 3 and Article 4 in any way; and (iv) subject to Section 7.8, Purchasers shall not have access to copies of books and records if (y) such access is not permitted under Law or (z) such books and records are Retained Books and Records. 7.2 Preservation of Assets. Except as provided in this Agreement, and unless otherwise consented to in writing by Purchaser, until the Closing Date, Seller shall: (i) preserve, maintain and protect the assets, rights and properties of the Facility Assets; (ii) maintain the books and records relating to the Facility in the ordinary course of business and consistent with past practice; (iii) comply in all material respects with all Governmental Rules, Permits and Assigned Agreement Consents insofar as they relate to the Facility Assets taking into account the current status of the Facility; (iv) not encumber the Facility with any Liens (other than Permitted Liens), other than in the ordinary course of business consistent with past practice or as required by applicable law and (v) operate and maintain the Facility Assets in all material respects in accordance with Prudent Industry Practices, taking into account the current status of the Facility and consistent with past practice; (vi) not increase the compensation of any Facility Employee; (vii) except as otherwise provided in this Agreement, not make any material adverse change in the business, assets, liabilities or operations of the Facility; and (viii) dispose of any of the Assets other than in the ordinary course of business. Without the consent of Purchaser, which shall not be unreasonably withheld, Seller shall not vote or consent to amend in any material respect the terms of any Assigned Agreements, or enter into any material agreement respecting the Facility, other than in the ordinary course of business consistent with past practice. 7.3 Governmental Approvals, Assigned Agreement Consents and Agreements. Seller shall use Commercially Reasonable Efforts to cooperate with Purchaser in obtaining all Purchaser Required Governmental Approvals, all Required Consents, and other agreements required to consummate the transactions contemplated by this Agreement, including maintaining and renewing the same, and make all filings required by Governmental Rules to be made by Seller in order to consummate the transactions contemplated by this Agreement. Seller shall cooperate with Purchaser and its representatives with respect to all filings that Purchaser elects to make or, pursuant to Governmental Rules, shall be required to make in connection with the transactions contemplated by this Agreement. Seller shall keep Purchaser informed on a current basis regarding its communications with any Governmental Authority that has jurisdiction over a Governmental Approval or a Permit. Subject to keeping Seller informed on a current basis, Purchaser is authorized to communicate with Governmental Authorities with respect to the Facility. 7.4 Notifications to Purchaser. (a) Seller shall promptly notify Purchaser of any proceedings, actions, claims, suits or investigations pending or threatened relating to the Assets, as well as any thereof commenced or, to the Knowledge of Seller, threatened against Seller that could affect the Assets or challenges the transactions contemplated hereby. (b) Seller shall provide prompt written notice to Purchaser of any material change in any of the information contained in the representations and warranties made in Article 5 or any Exhibits or Schedules and shall promptly furnish any information which Purchaser may reasonably request in relation to such change; provided, however, that such notice shall not operate to cure any Resolution No. 2021-41 Page 42 of 179 __________________ 35 4820-9916-0569v17/022487-0008 breach of the representations and warranties made in Article 5 or any Exhibits or Schedules referred to herein or attached hereto. (c) Seller shall promptly, and in any event within three (3) Business Days after receipt thereof, provide to Purchaser (i) all material notices, correspondence and other communications from any Governmental Authority with respect to the Assets, and (ii) all material notices, correspondence and other communications from any contractor or counterparty to an Assigned Agreement with respect to such Assigned Agreement. (d) Seller shall promptly notify Purchaser of the occurrence of any event that has had or could reasonably be expected to result in a Material Adverse Effect., but in no event shall the Seller provide notice of such event later than one (1) Business Day following the occurrence of such event. 7.5 Commercially Reasonable Efforts. In addition to the undertakings in Section 7.3, upon the terms and subject to the conditions of this Agreement, Seller shall use Commercially Reasonable Efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable consistent with Governmental Rules to consummate and make effective in the most expeditious manner practicable the transactions contemplated hereby, including satisfying the conditions precedent to the consummation of such transactions as set forth herein. 7.6 Insurance. Seller shall, subject to continuing availability on commercially reasonable terms, maintain all existing insurance policies related to the Facility Assets through the Closing Date. 7.7 Further Assurances; Post-Closing Assignments. From time to time following the Closing, Seller shall execute, acknowledge and deliver such additional documents, instruments of conveyance, transfer and assignment or assurances and take such other action as Purchaser may reasonably request to more effectively assign, convey and transfer to Purchaser, and fully vest title in Purchaser, with respect to the Assets. Without limiting the generality of the foregoing, after the Closing Date and upon the discovery by Seller of any items included within the definitions of the Assets or the Assigned Agreements, but not transferred, conveyed or assigned to or assumed by Purchaser in the Bill of Sale, an Assignment and Assumption Agreement or any other applicable instrument of conveyance, Seller shall: (i) immediately deliver written notice to Purchaser of the existence and non-transfer or non-assumption of such item and provide Purchaser with all the information about and with access to such item as Purchaser may reasonably request; and (ii) if notified in writing by Purchaser within thirty (30) days after the delivery of such notice by Seller, transfer, convey or assign to Purchaser such item in the manner and on the terms and conditions consistent with this Agreement as if it were a part of assets transferred under the Agreement as of the Closing Date. If, after the Closing, Seller (or any Affiliate or creditor of Seller) shall receive any payment or revenue that belongs to Purchaser pursuant to this Agreement, Seller shall remit or caused to be remitted the same to Purchaser. 7.8 Information Sharing. Notwithstanding any other provision of this Agreement (except for this Section 7.8), Seller’s sole obligation with regard to the transfer of Facility Records shall be to use Commercially Reasonable Efforts to transfer such records to Purchaser. In the event that Purchaser reasonably determines that Seller did not deliver a Facility Record at Closing or that it requires access to any Retained Books and Records, Seller shall use Commercially Reasonable Efforts to provide to Purchaser (after advance written notice and during normal business hours and Resolution No. 2021-41 Page 43 of 179 __________________ 36 4820-9916-0569v17/022487-0008 without charge to Purchaser) reasonable access to all Facility Records and/or Retained Books and Records, provided, that such access does not interfere unreasonably with the operation of Seller’s business. With respect to any litigation and claims that involve Assumed Liabilities, Seller shall render reasonable assistance that Purchaser may reasonably request in defending such litigation or claim, and shall make available, upon advance written notice and during normal business hours, the personnel that are most knowledgeable about the matter in question. For avoidance of doubt, the Facility Records and/or Retained Books and Records to which Purchaser shall have access pursuant to the terms of this Section 7.8 shall include e-mails or electronic records, notwithstanding that e- mails will not have been transferred under Section 2.1(h). 7.9 Financing Cooperation. Seller shall reasonably cooperate with Purchaser and Purchaser’s lenders in connection with Purchaser obtaining debt financing necessary for the consummation of the transactions contemplated hereby. 7.10 LTSA. Prior to the Closing, none of the parts or services provided, or the amounts or timing of payments under, the LTSA will be changed. ARTICLE 8 PURCHASER COVENANTS 8.1 Actions Before Closing Date. Purchaser shall use all Commercially Reasonable Efforts to perform and satisfy all conditions precedent to Seller’s obligations to consummate the transactions contemplated by this Agreement that are to be performed or satisfied by Purchaser under this Agreement. 8.2 Assigned Agreement Consents, Approvals and Notifications. Purchaser shall use Commercially Reasonable Efforts to cooperate with Seller in obtaining all Seller Required Governmental Approvals and other agreements required to consummate the transactions contemplated by this Agreement, including maintaining and renewing the same, and make all filings required by Governmental Rules to be made by Purchaser in order to consummate the transactions contemplated by this Agreement. Purchaser shall use all Commercially Reasonable Efforts to obtain the Purchaser Required Governmental Approvals, all consents and approvals of all other Persons, required to be obtained by Purchaser and provide notifications to all Persons required to be notified by Purchaser to effect the transactions contemplated by this Agreement. Purchaser shall keep Seller informed on a current basis regarding its communications regarding all such Purchaser Required Governmental Approvals, consents and approvals. Purchaser shall promptly take all actions as are reasonably requested by Seller to assist in obtaining any consents and approvals sought by Seller, including any Seller Required Governmental Approvals and Required Consents, and with respect to all filings that Seller elects to make or, pursuant to Governmental Rules, shall be required to make in connection with the transactions contemplated by this Agreement. 8.3 Availability of Facility Records. After the Closing Date, Purchaser shall provide to Seller (after advance written notice and during normal business hours and without charge to Seller) reasonable access to all Facility Records for periods prior to the Closing, provided, that such access does not interfere unreasonably with the operation of Purchaser’s business, and shall preserve such Facility Records until the later of (a) three (3) years after the Closing Date or (b) the required retention period for all government contract information, records or documents. In addition, Purchaser acknowledges that Seller has the right to retain originals or copies of Facility Records for periods prior to the Closing, provided, that copies of Facility Records are made and provided to Resolution No. 2021-41 Page 44 of 179 __________________ 37 4820-9916-0569v17/022487-0008 Purchaser in the event originals are retained. With respect to any litigation and claims that involve Excluded Liabilities, Purchaser shall render reasonable assistance that Seller may reasonably request in defending such litigation or claim, and shall make available, upon advance written notice and during normal business hours, the personnel that are most knowledgeable about the matter in question. If, after the Closing, Purchaser (or any Affiliate or creditor of Purchaser) shall receive any payment or revenue that belongs to Seller pursuant to this Agreement, Purchaser shall remit or caused to be remitted the same to Seller. 8.4 Seller Marks. The Seller Marks may appear on some of the Facility Assets, including on signage. Purchaser acknowledges and agrees that it does not have and, upon consummation of the transactions contemplated by this Agreement, will not have, any right, title, interest, license or other right to use the Seller Marks. After the Closing Date, Purchaser shall promptly use Commercially Reasonable Efforts to remove the Seller Marks from, or cover or conceal the Seller Marks on, the Facility Assets. 8.5 Commercially Reasonable Efforts. In addition to the undertakings in Section 8.2, upon the terms and subject to the conditions of this Agreement, Purchaser shall use Commercially Reasonable Efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable consistent with Governmental Rules to consummate and make effective in the most expeditious manner practicable the transactions contemplated hereby, including satisfying the conditions precedent to the consummation of such transactions as set forth herein. 8.6 Further Assurances; Post-Closing Assignments. From time to time following the Closing, Purchaser shall execute, acknowledge and deliver such additional documents, instruments of conveyance, transfer and assignment or assurances and take such other action as Seller may reasonably request to return any assets inadvertently conveyed to Purchaser and to release Seller from any ongoing obligations with respect to the Facility Assets or the Assumed Liabilities. Without limiting the generality of the foregoing, after the Closing Date, Purchaser shall use its Commercially Reasonable Efforts to post substitute collateral, letters of credit or bonds in the place of the collateral, letters of credit or bonds posted by Seller with respect to any of the Assets; and, upon the discovery by Purchaser of any items not included within the definitions of the Facility Assets, but transferred, conveyed or assigned to or assumed to Purchaser in the Bill of Sale, an Assignment and Assumption Agreement or any other applicable instrument of conveyance, or the failure to transfer any items included in the definition of Assumed Liabilities, Purchaser shall (i) deliver written notice to Seller of the existence and transfer or assumption of such item and provide Seller with all the information about and access to such item as Seller may reasonably request and (ii) if notified in writing by Seller within thirty (30) days after the delivery of such notice by Purchaser, transfer, convey or assign to Seller such item in the manner and on the terms and conditions consistent with this Agreement. If, after the Closing, Purchaser (or any Affiliate or creditor of Purchaser) shall receive any payment or revenue that belongs to Seller pursuant to this Agreement, Purchaser shall remit or caused to be remitted the same to Seller. ARTICLE 9 CERTAIN AGREEMENTS 9.1 Regulatory Matters. Purchaser hereby covenants to Seller, and Seller hereby covenants to Purchaser, as follows: Resolution No. 2021-41 Page 45 of 179 __________________ 38 4820-9916-0569v17/022487-0008 (a) Cooperation; Confidentiality Agreement. In connection with any Governmental Approval, each of the Parties shall use Commercially Reasonable Efforts to (a) cooperate with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (b) keep the other Parties informed in all material respects of any material communication received by such Party from, or given by such Party to any Governmental Authority and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby; and (c) subject to restrictions of applicable Governmental Rules, permit the other Party to review any material communication given to it by, and consult with each other in advance of any meeting or conference with any Governmental Authority, including in connection with any proceeding by a private party. The foregoing obligations in this Section 9.1(a) shall be subject to the Confidentiality Agreement and any attorney-client, work product or other privilege, and each of the Parties shall coordinate and cooperate fully with the other Parties in exchanging such information and providing such assistance as such other Parties may reasonably request in connection with the foregoing. The Parties will not knowingly take any action that will have the effect of delaying, impairing or impeding the receipt of any required Governmental Approvals, including the Seller Required Governmental Approvals or the Purchaser Required Governmental Approvals. 9.2 Taxes. (a) Allocation of Taxes. Seller shall be liable for all Taxes attributable to the Facility Assets for any Pre-Closing Tax Period. Purchaser shall be liable for all Taxes attributable to the Facility Assets for any Post-Closing Tax Period. In the case of any Straddle Period: (i) Real, personal and intangible property Taxes or other Taxes levied on a per diem basis (collectively, “Per Diem Taxes”) for a Pre-Closing Tax Period shall be equal to the amount of such Per Diem Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Tax Period and the denominator of which is the total number of days in the Straddle Period; and (ii) Taxes other than Per Diem Taxes for any Pre-Closing Tax Period shall be computed as if such Tax Period ended on the Closing Date, except that exemptions, allowances or deductions that are calculated on an annual basis, such as deductions for depreciation, shall be apportioned on a pro rata basis. (b) Transfer and Sales Taxes. Each of Purchaser and Seller shall be responsible for fifty percent (50%) of the payment of any sales, use, transfer, documentary and other similar Taxes arising in connection with the sale of the Assets by Seller to Purchaser. (c) Tax Refunds. Seller shall be entitled to any refunds or credits of Taxes attributable to the Facility Assets for any Pre-Closing Tax Period. Purchaser shall promptly notify and forward to Seller the amounts of any such refunds or credits to Seller within twenty (20) days after receipt thereof. (d) Pending or Threatened Actions. After the Closing Date, Purchaser shall notify Seller in writing, within fifteen (15) days after its receipt of any correspondence, notice or other communication from a taxing authority or any representative thereof, of any pending or threatened tax audit, or any pending or threatened judicial or administrative proceeding that involves Resolution No. 2021-41 Page 46 of 179 __________________ 39 4820-9916-0569v17/022487-0008 Taxes attributable to the Facility Assets for any Pre-Closing Tax Period, and furnish Seller with copies of all correspondence received from any taxing authority in connection with any audit or information request with respect to any such Taxes attributable to the Facility Assets for any Pre- Closing Tax Period. (e) Cooperation and Defense of Tax Claims. Notwithstanding any provision of this Agreement to the contrary, with respect to any claim for refund, audit, examination, notice of deficiency or assessment or, any judicial or administrative proceeding that involves Taxes attributable to the Assets for either a Pre-Closing Tax Period or a Straddle Period (collectively, “Tax Claim”), Purchaser and Seller shall reasonably cooperate with each other in contesting any Tax Claim, including making available original books, records, documents and information for inspection, copying and, if necessary, introduction as evidence at any such Tax Claim contest and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder with respect to such Tax Claim or to testify at proceedings relating to such Tax Claim. Seller will control all proceedings taken in connection with any Tax Claim that pertains entirely to a Pre-Closing Tax Period that does not include a Straddle Period, and Seller and Purchaser will jointly control all proceedings taken in connection with any Tax Claim pertaining to any Straddle Period. Purchaser has no right to settle or otherwise compromise any Tax Claim which pertains to a Pre-Closing Tax Period; and neither Party has the right to settle or otherwise compromise any Tax Claim which pertains to a Straddle Period without the other Party’s prior written consent. (f) Retention of Tax Records. After the Closing Date and until the seventh anniversary of the Closing Date, Purchaser shall retain possession of all material accounting, business, financial and Tax records and information that (a) relate to the Facility Assets and are in existence on the Closing Date and (b) come into existence after the Closing Date but relate to the Facility Assets before the Closing Date, and Purchaser shall give Seller reasonable notice and an opportunity to retain any such records in the event that Purchaser determines to destroy or dispose of them during such period. In addition, from and after the Closing Date, Purchaser shall provide to Seller (after reasonable notice and during normal business hours and without charge to Seller) access to the books, records, documents and other information relating to the Facility Assets as Seller may reasonably deem necessary to (i) properly prepare for, file, prove, answer, prosecute and defend any Tax Return, claim, filing, tax audit, tax protest, suit, proceeding or answer or (ii) administer or complete any cases under Chapter 11 of the Bankruptcy Code of or including Seller. Such access shall include access to any computerized information systems that contain data regarding the Facility Assets. Any information obtained under this Section 9.2(f) and this Article 9 shall be kept strictly confidential, except as may be otherwise necessary in connection with the filing of Tax Returns, claims for a Tax refund or in conducting any audit, examination or other proceeding in respect of Taxes. (g) Allocation of Purchase Price and Purchase Price Allocation Forms. The Purchase Price shall be allocated among the Assets set forth in Sections 2.1(a)-(f) and (h) (and any other Assets to which Purchase Price is required to be allocated under applicable Tax law) in accordance with Section 1060 of the Code (or applicable state and local Tax law). Purchaser shall prepare and deliver to Seller an allocation schedule setting forth Purchaser’s determination of the allocation by no later than November 26, 2021, which allocation schedule shall be subject to the approval of Seller, which approval shall be provided by no later than three (3) business days prior to Closing. The Parties agree that they will report the federal, state, local and other Tax consequences of the purchase and sale hereunder (including in filings on IRS Form 8594) in a manner consistent Resolution No. 2021-41 Page 47 of 179 __________________ 40 4820-9916-0569v17/022487-0008 with such allocation schedule, and that they will not take any position inconsistent therewith in connection with any Tax Return, refund claim, litigation or otherwise, unless and to the extent required to do so pursuant to a final determination within the meaning of Code Section 1313(a)(1). Seller and Purchaser shall cooperate in the filing of any forms (including Form 8594) with respect to such allocation. Notwithstanding any other provision of this Agreement, this Section 9.2(g) shall survive any termination or expiration of this Agreement. (h) Tax Returns. Seller shall prepare, in the ordinary course of business and consistent with past practice, all Tax Returns for Taxes attributable to the Facility Assets for any Pre- Closing Tax Period. Purchaser shall prepare all Tax Returns for Taxes attributable to the Facility Assets for any Post-Closing Tax Period, but if such Tax Return is for a Straddle Period, Purchaser shall present a draft of the Tax Return to Seller at least thirty (30) days before such Tax Return is due for Seller’s review and approval, and shall refrain from filing such Tax Return unless and until such approval is granted, which shall not be unreasonably withheld or delayed. Purchaser shall not file any Tax Return, or take any action relating to Taxes, relating to the Facility Assets for any Pre- Closing Tax Period without the prior written approval of Seller. (i) Tax Indemnity. If a Tax assessment is levied upon any Party by an authorized tax jurisdiction for Taxes that are the obligation of another Party under this Agreement, then the non-assessed Party shall reimburse the assessed Party for those Taxes including any interest and penalty within thirty (30) days after notice and proof of the payment of such Tax assessment. If a Party files a Tax Return and pays Tax due therewith, but part or all of that Tax is the obligation of another Party under this Agreement, then the non-paying Party shall reimburse the assessed Party for those Taxes including any interest and penalty within thirty (30) days after notice and proof of the payment of such Tax. (j) Disputes Regarding Taxes. Notwithstanding anything to the contrary in this Agreement, but subject to the Tax Claim control provisions of Section 9.2(e), any dispute, controversy, or claim between Seller, on the one hand, and Purchaser, on the other hand, arising out of or relating to the calculation of Tax amounts owed (or the allocation under Section 9.2(g)), but in each case not relating to the legal meaning or interpretation of any provision under this Agreement, that cannot be resolved by negotiations between Seller and Purchaser shall be submitted to an Independent Accountant for resolution in accordance with the procedures set forth in Section 2.4(b)(4). 9.3 Employment Matters. (a) Purchaser shall, no later than fifteen (15) days prior to the Closing, offer employment, effective as of the Closing, to the Facility Employees set forth on Schedule 9.3(a) on the terms described in Section 9.3(c). The offer of employment shall provide that the acceptance of such offer shall be subject to and accompanied by the simultaneous resignation of the Facility Employee’s employment from Seller effective as of the Closing. Any such offer to Facility Employees to transfer employment to Purchaser is contingent upon each Facility Employee meeting Purchaser’s’ minimum qualifications for the applicable position and passing Purchaser’s pre- employment background process. Seller warrants that, effective as of the Closing, there are no pending termination proceedings and/or disciplinary actions pending against any Transferred Employee (defined below). Resolution No. 2021-41 Page 48 of 179 __________________ 41 4820-9916-0569v17/022487-0008 (b) Seller shall, effective as of the Closing, terminate the employment of the Facility Employees set forth on Schedule 9.3(a) who do not become Transferred Employees (as defined below), if any (it being understood that each Facility Employee who accepts an offer and becomes a Transferred Employee shall be treated as having voluntarily resigned his or her employment with Seller as of the Closing), and Seller shall be responsible (and pay) for all compensation (including salaries, wages, overtime, bonuses, severance (if any) and accrued but unused vacation pay) and benefits earned or due on or prior to the Closing with respect to such terminated employees. (c) Immediately following the Closing Date, each Facility Employee who accepts Purchaser’s offer of employment (each, a “Transferred Employee”) shall (i) be placed into a comparable job classification and associated salary range as identified on a publicly available salary schedule approved by the City Council of the City of Vernon, and (ii) be provided health and welfare benefits in the same manner as other Purchaser employees consistent with Purchaser’s policies and any applicable memorandum of understanding. Any Transferred Employee will be subject to Purchaser’s six-month probationary period during which the employee has no property interest in his or her salary or position, as set forth in the applicable Purchaser personnel policy. (d) Without limiting the generality of Section 9.3(c), Purchaser agrees that (i) Purchaser shall provide the Transferred Employees with overall benefits (including retiree benefits, if any) that are no less favorable, in the aggregate, than those then provided to similarly- situated employees of Purchaser. Notwithstanding anything in this Agreement to the contrary, no provision of this Section 9.3 shall create any third party beneficiary or other rights in any current or former employee of Seller, or Purchaser (including any dependent or beneficiary thereof) or any other Person. Purchaser or any of its Affiliates, as applicable, shall have the right in its sole discretion to amend, modify, terminate or adjust benefit levels under any and all employee benefit plans and arrangements after the Closing Date, and nothing in this Section 9.3 shall be construed to limit any rights that Purchaser or any of its Affiliates may have under any such plan or arrangement to amend, modify, terminate or adjust such plan or arrangement. Nothing in this Agreement prevents Purchaser from terminating the employment of any Transferred Employee after the Closing Date. (e) Purchaser assumes no liability with respect to, and receives no right or interest in, any Seller Benefit Plan. At the close of business on the Closing Date, all Facility Employees shall cease participation in all Seller Benefit Plans, except with respect to benefits accrued as of, or claims incurred on or prior, to, the Closing Date, except that each Seller’s Facility Employee who is on long-term disability leave immediately prior to the Closing shall continue to be covered by the long-term disability plan maintained for the benefit of such Seller’s Facility Employee as of the Closing Date for such covered disability. (f) Purchaser shall be a “successor employer” (as described in the regulations under Section 4980B of the Code) for purposes of providing continuation group health plan coverage as required under Section 4980B of the Code (“COBRA Continuation Coverage”) and shall provide COBRA Continuation Coverage for the Facility Employees and their “qualified beneficiaries” (as defined in Section 4980B of the Code) with respect to “qualifying events” (as defined in Section 4980B of the Code) that occur on, prior to, or after the Closing Date. (g) Within thirty days following the date hereof, Seller shall provide Purchaser with such pertinent data or information as Purchaser shall reasonably require to determine each Seller’s Facility Employee’s service, compensation or any other information related to benefits Resolution No. 2021-41 Page 49 of 179 __________________ 42 4820-9916-0569v17/022487-0008 necessary to implement the requirements of this Section 9.3 on the Closing Date. To the extent the consent of a Seller’s Facility Employee is required in order for Seller to deliver any such pertinent data, records or information to Purchaser, Seller agrees to use its Commercially Reasonable Efforts to secure such consent. ARTICLE 10 TERMINATION; SURVIVAL 10.1 Rights to Terminate. The obligations of the Parties with respect to the Assets may, by written notice given on or prior to the Closing Date, in the manner provided in this Section 10.1, be terminated at any time prior to the Closing Date as provided below: (a) by Purchaser or Seller, if the Closing has not occurred on or before December 31, 2021; (b) by Purchaser if there has been a misrepresentation or a material default or breach by Seller with respect to any of Seller’s representations and warranties in this Agreement or in any Related Agreement or the due and timely performance of any of Seller’s covenants and agreements contained in this Agreement or in any Related Agreement and such misrepresentation, breach or material default has not been cured using Commercially Reasonable Efforts and cannot reasonably be expected to be cured within sixty (60) days of written notice from Purchaser specifying particularly such misrepresentation, breach or default by Seller; provided, however, no right of termination shall arise under this subsection (b) if such misrepresentation, default or breach is not able to be cured using Commercially Reasonable Efforts in such sixty day period, and Seller is in the process of curing the misrepresentation, default or breach and shall have cured the misrepresentation, default or breach by Seller using Commercially Reasonable Efforts on or before the date set forth in Section 10.1(a); (c) by Seller if there has been a misrepresentation or a material default or breach by Purchaser with respect to any of Purchaser’s representations and warranties in this Agreement or in any Related Agreement or the due and timely performance of any of Purchaser’s covenants and agreements contained in this Agreement or in any Related Agreement, and such misrepresentation, breach or material default is not cured: (i) within ten (10) days of written notice from Seller specifying particularly such misrepresentation, default or breach in the case of any of Purchaser’s payment obligations; or (ii) and cannot reasonably be expected to be cured using Commercially Reasonable Efforts within sixty (60) days of written notice from Seller specifying particularly such misrepresentation, default or breach in all other cases; provided, however, no right of termination shall arise under this subsection (c)(ii) if such misrepresentation, default or breach is not able to be cured using Commercially Reasonable Efforts in such sixty day period, and Purchaser is in the process of curing the misrepresentation, default or breach in such sixty day period and shall have cured the misrepresentation, default or breach by Purchaser using Commercially Reasonable Efforts on or before the date set forth in Section 10.1(a); and (d) by mutual agreement of Seller and Purchaser; 10.2 Effect of Termination. Any termination of this Agreement, including any termination pursuant to Section 10.1 above, shall not limit or affect either Purchaser’s or Seller’s Resolution No. 2021-41 Page 50 of 179 __________________ 43 4820-9916-0569v17/022487-0008 right to seek to recover damages by reason of any breach hereof by the other(s) occurring prior to such termination. 10.3 Survival. (a) Except as set forth in Section 10.3(c), none of the representations and warranties of Seller under Section 5 or in any instrument delivered in connection with the Closing shall survive the Closing Date. (b) Except as set forth in Section 10.3(c), none of the representations and warranties of Purchaser contained in this Agreement or in any instrument delivered in connection herewith shall survive the Closing Date. (c) The following sections shall survive the Closing only for the time periods hereby specified: (i) for a period of eighteen (18) months after the Closing Date, Article 5, except for Sections 5.1(f), 5.2(a)(2), 5.2(d) and 5.2(h); (ii) for a period of three (3) years, (A) Sections 5.2(a)(2), 7.7, 8.3-8.6 and 9.1(a); and (iii) for the length of applicable limitations periods; Sections 5.1(b), 5.1(c)(1) and (c)(2), 5.1(f), 5.1(g), 5.2(d), 5.2(g), 5.2(h), 9.2 and Article 12. ARTICLE 11 LIMITED INDEMNITY 11.1 Limited Indemnity. (a) Purchaser shall indemnify, defend and hold harmless Seller, its authorized representatives, appointed or elected officials, employees, shareholders, and agents (each, a “Seller Indemnitee”) from and against any and all claims, demands, suits, losses, liabilities, damages, obligations, payments, costs and expenses (including, without limitation, the costs and expenses of any and all actions, suits, proceedings, assessments, judgments, settlements and compromises relating thereto and reasonable attorneys’ fees and reasonable disbursements in connection therewith) (each, an “Indemnifiable Loss”), asserted against or suffered by any Seller Indemnitee relating to, resulting from or arising out of (i) any breach by Purchaser of any representation, warranty, covenant or agreement of Purchaser contained in this Agreement, (ii) any loss or damages directly resulting from or arising out of any negligent act or omission or willful misconduct of Purchaser or Purchaser’s Representatives in connection with Purchaser’s inspections of the Facility, and (iii) any Assumed Liabilities. Except with respect to claims arising out of fraud and except for rights to equitable remedies, this Article 11 constitutes each Seller Indemnitee’s sole and exclusive remedy for any and all Indemnifiable Losses or other claims relating to or arising from this Agreement. (b) Seller shall indemnify, defend and hold harmless Purchaser, its officers, directors, employees, shareholders, Affiliates and agents (each, a “Purchaser Indemnitee”) from and against any and all Indemnifiable Losses asserted against or suffered by any Purchaser Indemnitee relating to, resulting from or arising out of (i) any breach by Seller of any representation, warranty, covenant or agreement of Seller contained in this Agreement, (ii) the Excluded Liabilities, except as otherwise set forth in this Agreement. Except with respect to claims arising out of fraud and except for rights to equitable remedies, this Article 11 constitutes each Purchaser Indemnitee’s sole and exclusive remedy for any and all Indemnifiable Losses or other claims relating to or arising from this Agreement. Resolution No. 2021-41 Page 51 of 179 __________________ 44 4820-9916-0569v17/022487-0008 (c) Notwithstanding anything to the contrary contained herein, any Indemnifiable Loss shall be net of the dollar amount of any insurance or other proceeds actually received by the Indemnitee or any of its Affiliates with respect to the Indemnifiable Loss. Any Party seeking indemnity hereunder shall use Commercially Reasonable Efforts to seek coverage (including both costs of defense and indemnity) under applicable insurance policies with respect to any such Indemnifiable Loss. (d) The expiration or termination of any representation or warranty shall not affect the Parties’ obligations under this Section 11.1 if the Indemnitee provided the Person required to provide indemnification under this Agreement (the “Indemnifying Party”) with written notice of the claim or event for which indemnification is sought prior to such expiration, termination or extinguishment. (e) Except to the extent otherwise provided expressly herein, and except for fraud and intentional misconduct, the rights and remedies of Seller and Purchaser under this Article 11 are exclusive and in lieu of any and all other rights and remedies which Seller and Purchaser may have under this Agreement, applicable laws (including Environmental Laws) or otherwise for monetary or equitable relief, with respect to (i) any breach of or failure to perform any covenant, agreement, or representation or warranty set forth in this Agreement, after the occurrence of the Closing, or (ii) the Assumed Liabilities or the Excluded Liabilities, as the case may be. Notwithstanding anything in this Article 11 to the contrary, each Party shall have the right to seek equitable remedies including specific performance, to the extent such remedy is available under applicable Governmental Rules. (f) Purchaser and Seller hereby waive any right to recover punitive, incidental, special, exemplary and consequential damages arising in connection with or with respect to this Agreement. The provisions of this Section 11.1(f) shall not apply to indemnification for a Third Party Claim to the extent such third party seeks or is awarded such damages. (g) Notwithstanding anything to the contrary herein, (i) except as set forth in clause (ii) of this Section 11.1(g), each Party’s liability and obligation to the other Party for an Indemnifiable Loss relating to, resulting from or arising out of a breach of the representations or warranties shall be the amount thereof in excess of $500,000 and shall not exceed in the aggregate fifteen percent (15%) of the Purchase Price; (ii) each Party’s liability and obligation the other Party for an Indemnifiable Loss relating to, resulting from or arising out of fraud or intentional misconduct or out of a breach of the representations and warranties in Sections 5.1(b), 5.1(c)(1) and (c)(2), 5.1(f), 5.1(g), 5.2(d), 5.2(g) and 5.2(h) shall be the amount of such Indemnifiable Loss; (iii) any claims for an Indemnifiable Loss as related to breaches of representations or warranties must be asserted by the claiming Party within the applicable survival period specified in Section 10.3; and (iv) the amount of any Indemnifiable Loss shall be calculated without regard to any qualification of Material Adverse Effect, materiality or words of similar import. (h) Each Party seeking indemnification shall promptly notify the other Party in writing of any damage, claim, loss, liability or expense which the Party seeking indemnification has determined has given or could give rise to a claim (a “Notice of Claim”). A Notice of Claim shall specify, in reasonable detail, the facts known by the notifying Party regarding the claim. Subject to the terms of this Agreement, the failure to provide (or timely provide) a Notice of Claim will not affect the notifying Party’s rights to indemnification, provided, however, the Indemnifying Party is not obligated to indemnify the other Party for the increased amount of any claim which would Resolution No. 2021-41 Page 52 of 179 __________________ 45 4820-9916-0569v17/022487-0008 otherwise have been payable to the extent that the increase resulted from the failure to deliver promptly a Notice of Claim. 11.2 No Recourse Against Third Parties. Each Party hereby agrees for itself and for all of its officers, directors, shareholders, Affiliates, attorneys, agents and any other parties making any claim by, through or under the rights of such persons (collectively, a “Party Group”) that no member of a Party Group shall have any rights against any appointed or elected official, employee, officer, director, shareholder, Affiliate, attorney, agent, or other representative of the other Party (each, individually, a “Non-Recourse Person”) for any damages, suits, claims, proceedings, fines, judgments, costs or expenses (including attorneys’ fees and incidental, consequential or punitive damages) (collectively, “Losses”) that such Party may suffer in connection with this Agreement, but in no event will any party to an Assigned Agreement be deemed an agent of Seller for purposes of this Section 11.2. 11.3 Defense of Claims. (a) If any Indemnitee receives notice of the assertion of any claim or of the commencement of any claim, action, or proceeding made or brought by any Person who is not a Party or any Affiliate of a Party (a “Third Party Claim”) with respect to which indemnification is to be sought from an Indemnifying Party, the Indemnitee shall give such Indemnifying Party reasonably prompt written notice thereof, but in any event such notice shall not be given later than ten (10) calendar days after the Indemnitee’s receipt of notice of such Third Party Claim. Such notice shall describe the nature of the Third Party Claim in reasonable detail and shall indicate the estimated amount, if practicable, of the Indemnifiable Loss that has been or may be sustained by the Indemnitee. The Indemnifying Party will have the right to participate in or, by giving written notice to the Indemnitee, to elect to assume the defense of any Third Party Claim at such Indemnifying Party’s expense and by such Indemnifying Party’s own counsel, provided, that the counsel for the Indemnifying Party who shall conduct the defense of such Third Party Claim shall be reasonably satisfactory to the Indemnitee. The Indemnitee shall cooperate in good faith in such defense at such Indemnitee’s own expense. If an Indemnifying Party elects not to assume the defense of any Third Party Claim, the Indemnitee may compromise or settle such Third Party Claim over the objection of the Indemnifying Party, which settlement or compromise shall conclusively establish the Indemnifying Party’s liability pursuant to this Agreement. (b) If, within ten (10) calendar days after an Indemnitee provides written notice to the Indemnifying Party of any Third Party Claims, the Indemnitee receives written notice from the Indemnifying Party that such Indemnifying Party has elected to assume the defense of such Third Party Claim as provided in Section 11.3(a), the Indemnifying Party will not be liable for any legal expenses subsequently incurred by the Indemnitee in connection with the defense thereof except as set forth herein. Without the prior written consent of the other Party, no Party shall enter into any settlement of any Third Party Claim which would lead to liability or create any financial or other obligation on the part of the other Party. If a firm offer is made to settle a Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnitee and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to the Indemnitee to that effect. If the Indemnitee unreasonably fails to consent to such firm offer within ten (10) calendar days after its receipt of such notice, the Indemnifying Party shall be relieved of its obligations to defend such Third Party Claim and the Indemnitee may contest or defend such Third Party Claim. In such event, the maximum liability of the Indemnifying Party as to such Third Party Claim will be the amount of such settlement offer plus reasonable costs and Resolution No. 2021-41 Page 53 of 179 __________________ 46 4820-9916-0569v17/022487-0008 expenses paid or incurred by Indemnitee up to the date of said notice. Notwithstanding anything else to the contrary set forth in this Agreement, to the extent the Indemnitee is entitled to indemnification hereunder, the Indemnitee shall not be obligated to take any other action in connection with a settlement other than the execution of a customary mutual release. (c) Any claim by an Indemnitee on account of an Indemnifiable Loss which does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by giving the Indemnifying Party reasonably prompt written notice thereof, stating the nature of such claim in reasonable detail and indicating the estimated amount, if practicable, but in any event such notice shall not be given later than ten (10) calendar days after the Indemnitee has actual knowledge of such Direct Claim, and the Indemnifying Party shall have a period of thirty (30) calendar days within which to respond to such Direct Claim. If the Indemnifying Party does not respond within such thirty (30) calendar day period, the Indemnifying Party shall be deemed to have accepted such claim. If the Indemnifying Party rejects such claim, the Indemnitee will be free to seek enforcement of its right to indemnification under this Agreement. (d) If the amount of any Indemnifiable Loss, at any time subsequent to the making of an indemnity payment in respect thereof, is reduced by recovery, settlement or otherwise under or pursuant to any insurance coverage, or pursuant to any claim, recovery, settlement or payment by, from or against any other entity, the amount of such reduction, less any costs, expenses or premiums incurred in connection therewith (together with interest thereon from the date of payment thereof at the publicly announced prime rate then in effect as published in The Wall Street Journal shall promptly be repaid by the Indemnitee to the Indemnifying Party. (e) A failure to give timely notice or respond timely to notice as provided in this Section 11.3 shall not affect the rights or obligations of any Party hereunder except if, and only to the extent that, as a result of such failure, the Party which was entitled to receive such notice was actually prejudiced as a result of such failure. (f) Notwithstanding the foregoing, the Parties agree and acknowledge that (i) Seller shall be entitled exclusively to control, defend and settle any litigation, administrative or regulatory proceeding arising out of or related to any Excluded Liabilities, and Purchaser agrees to cooperate reasonably, at the Indemnifying Party’s expense, in connection therewith and (ii) Purchaser shall be entitled exclusively to control, defend and settle any litigation, administrative or regulatory proceeding, arising out of or related to any Assumed Liabilities, and Seller agrees to cooperate reasonably, at the Indemnifying Party’s expense, in connection therewith. ARTICLE 12 DISPUTE RESOLUTION 12.1 Dispute Resolution. Any and all disputes, claims or controversies arising out of, relating to, concerning or pertaining to the terms of this Agreement, or to either Party’s performance or failure of performance under this Agreement (“Dispute”), which Dispute the Parties have been unable to resolve by informal methods after undertaking a good faith effort to do so, shall first be submitted to an informal dispute resolution under the procedure described in Section 12.2 below; if the matter is not resolved through such procedures, it shall be referred for final and binding arbitration under the procedures described in Section 12.3. Resolution No. 2021-41 Page 54 of 179 __________________ 47 4820-9916-0569v17/022487-0008 12.2 Informal Resolution. Any unresolved Disputes shall initially be referred to Purchaser’s City Administrator, or designee, and the President of Seller for resolution. Such executives or their respective designees shall meet at least once, and shall negotiate in a commercially reasonable manner for a period of fifteen (15) Business Days in an effort to resolve the Dispute. Neither Party shall seek to commence any litigation or arbitration proceeding without first satisfying this Section 12.2 and any failure of a Party to do so shall constitute a sufficient basis for termination without prejudice any proceeding so attempted. 12.3 Arbitration. Either Party may initiate binding arbitration with respect to the Dispute by making a written demand for binding arbitration before an arbitrator that is a former judge or attorney with experience resolving major commercial disputes within the electric industry with JAMS, its successor, or any other mutually agreeable arbitrator (the “Arbitrator”) at any time following the unsuccessful conclusion of the informal resolution provided for in Section 12.2. The Parties shall cooperate with one another in promptly selecting the Arbitrator and in scheduling the arbitration to commence no later than one hundred eighty (180) Days from the date of the initial written demand for binding arbitration. If, notwithstanding their good faith efforts, the Parties are unable to agree upon a mutually acceptable Arbitrator, the Arbitrator shall be appointed as provided for in California Code of Civil Procedure Section 1281.6. Upon a Party’s written demand for binding arbitration, such Dispute, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by binding arbitration before the Arbitrator, in accordance with the laws of the State of California, without regard to principles of conflicts of laws. Except as provided for herein, the arbitration shall be conducted by the Arbitrator in accordance with the rules and procedures for arbitration of complex business disputes for the organization with which the Arbitrator is associated; absent the existence of such rules and procedures, the arbitration shall be conducted in accordance with the California Arbitration Act, California Code of Civil Procedure Section 1280 et seq. However, notwithstanding the rules and procedures that would otherwise apply to the arbitration, and unless the Parties agree to a different arrangement, the place of the arbitration shall be in Los Angeles County, California; each side in the arbitration shall be entitled to take up to three depositions, and all direct testimony in the arbitration shall be submitted in the form of affidavits or declarations under penalty of perjury. Each Party shall cooperate in making available for cross examination at the arbitration hearing its witnesses whose direct testimony has been so submitted. Judgment on the award may be entered in any court having jurisdiction. The Arbitrator shall, in any award, allocate all of the costs of the binding arbitration (other than each Party’s individual attorneys’ fees and costs related to the Party’s participation in the arbitration, which fees and costs shall be borne by such Party), including the fees of the Arbitrator, in such manner as the Arbitrator shall determine. Until such award is made, however, the Parties shall share equally in paying the costs of the arbitration. 12.4 Waiver of Jury Trial. THE PARTIES WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY LITIGATION ARISING UNDER THIS AGREEMENT. ARTICLE 13 MISCELLANEOUS AGREEMENTS AND ACKNOWLEDGEMENTS 13.1 Expenses. Except as otherwise provided herein, each Party is responsible for its own costs and expenses (including attorneys’ and consultants’ fees, costs and expenses) incurred in connection with this Agreement and the consummation of the transactions contemplated by this Agreement. Resolution No. 2021-41 Page 55 of 179 __________________ 48 4820-9916-0569v17/022487-0008 13.2 Representations and Warranties Exclusive. The representations and warranties contained in this Agreement are the only representations or warranties given by Seller and all other express or implied warranties are disclaimed. Except as otherwise set forth in this Agreement, including the representations and warranties contained herein, Purchaser acknowledges that (i) the Assets are conveyed “AS IS,” “WHERE IS” and “WITH ALL FAULTS” and that all warranties of merchantability, usage or suitability or fitness for a particular purpose are disclaimed and (ii) no material or information provided by or communications made by Seller or its agents will create any representation or warranty of any kind, whether express or implied, with respect to the Assets and the titles thereto, the operation of the Assets, or the prospects (financial and otherwise), risks and other incidents of the Assets, including the actual or rated generating capability of the Facility, and the ability of Purchaser to generate or sell electrical energy from the Facility. 13.3 Entire Document. Other than the Confidentiality Agreement, this Agreement (including the Exhibits and Schedules) and the Related Agreements contain the entire agreement between the Parties with respect to the transactions contemplated hereby, and supersede all negotiations, representations, warranties, commitments, offers, contracts and writings prior to the execution date of this Agreement, written or oral. No waiver and no modification or amendment of any provision of this Agreement is effective unless made in writing and duly signed by the Parties referring specifically to this Agreement, and then only to the specific purpose, extent and interest so provided. 13.4 Schedules. (a) The Schedules delivered pursuant to the terms of this Agreement are an integral part of this Agreement to the same extent as if they were set forth verbatim herein. In addition to the obligations of Seller in Section 7.5, Seller shall have the right to update the Schedules in advance of the Closing (an “Update”). Seller shall furnish a copy thereof to Purchaser not later than 10 Business Days prior to the Closing Date. No Update shall affect the determinations to be made under Section 3.1(d). If any Update shall result in a failure of the Closing Condition set forth in Section 3.1(d), Purchaser may elect either (i) not to proceed to Closing or (ii) to proceed to Closing and accept the representations and warranties set forth herein as being qualified by the Updates, provided that Purchaser shall retain the rights and remedies set forth in Section 13.4(b) below. (b) If any Update results in a breach of the representations and warranties set forth in this Agreement, Purchaser will have all rights and remedies under this Agreement with respect to such breach without regard to the Updates. For avoidance of doubt, Purchaser does not waive any claim for any other remedy or indemnification with respect to breach of representation, warranty, covenant, or any other claim under this Agreement by reason of facts or circumstances Purchaser was aware of as of the Closing Date, but that were not reflected in the Schedules (as modified by any Updates). Seller may “over disclose” information on the Schedules and the inclusion of any item on a Schedule that is less material than the materiality standard in the provisions of this Agreement that make reference to such Schedule shall not be used to interpret or alter such materiality standard. 13.5 Counterparts. This Agreement may be executed in one or more counterparts, each of which is an original, but all of which together constitute one and the same instrument. Resolution No. 2021-41 Page 56 of 179 __________________ 49 4820-9916-0569v17/022487-0008 13.6 Severability. If any provision hereof is held invalid or unenforceable by any arbitrator or as a result of future legislative action, this holding or action shall be strictly construed and shall not affect the validity or effect of any other provision hereof. To the extent permitted by law, the Parties waive, to the maximum extent permissible, any provision of law that renders any provision hereof prohibited or unenforceable in any respect. 13.7 Assignability. This Agreement is binding upon ‘and inures to the benefit of the successors and assigns of the Parties. However, neither Party shall Assign this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld. For avoidance of doubt, nothing in this Section 13.7 shall limit or otherwise modify the assignment provisions in any of the Related Agreements. Any such Assignment is conditioned on the assignee’s agreement in writing to assume the assigning Party’s duties and obligations under this Agreement and the Related Agreements. Any assignment effected in accordance with this Section 13.7 shall not relieve the assigning Party of its obligations and liabilities under this Agreement and the Related Agreements. For purposes of this Section 13.7, prior to the Closing, “Assign” or “Assignment” means any direct or indirect assignment, subcontracting or other transfer of this Agreement including with respect to Seller any change of control of Seller. 13.8 Consents. Except as otherwise set forth in this Agreement, any consent required by either Party to take any action shall not be unreasonably withheld, delayed or conditioned. 13.9 Captions. The captions of the various Articles, Sections, Exhibits and Schedules of this Agreement have been inserted only for convenience of reference and do not modify, explain, enlarge or restrict any of the provisions of this Agreement. 13.10 Governing Law. The validity, interpretation and effect of this Agreement are governed by and, shall be construed in accordance with the laws of the State of California applicable to contracts made and performed in such State and without regard to conflicts of law doctrines except to the extent that certain matters are preempted by Federal law or are governed by the law of the jurisdiction of organization of the respective Parties. 13.11 Limitations on Liability. UNLESS EXPRESSLY HEREIN PROVIDED, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES, BY STATUTE, IN TORT OR CONTRACT, UNDER ANY INDEMNITY PROVISION OR OTHERWISE, EXCEPT UNDER ARTICLE 11, TO ONE ANOTHER OR IN RESPECT OF THIRD-PARTY CLAIMS FOR DAMAGE TO OR DESTRUCTION OF PROPERTY OF, OR DEATH OF OR BODILY INJURY TO, ANY PERSON. UNLESS EXPRESSLY HEREIN PROVIDED, AND SUBJECT TO THE PROVISIONS OF ARTICLE 11, IT IS THE INTENT OF THE PARTIES THAT THE LIMITATIONS HEREIN IMPOSED ON REMEDIES AND THE MEASURE OF DAMAGES, INCLUDING THE LIMITATIONS OF LIABILITY AND THE EXCLUSION OF CONSEQUENTIAL DAMAGES, BE WITHOUT REGARD TO THE CAUSE OR CAUSES RELATED THERETO, INCLUDING THE NEGLIGENCE OF ANY PARTY, WHETHER SUCH NEGLIGENCE BE SOLE, JOINT OR CONCURRENT, OR ACTIVE OR PASSIVE, AND SHALL APPLY IRRESPECTIVE OF WHETHER A PARTY OR ANY AFFILIATE THEREOF, OR ANY PARTNER, MEMBER, SHAREHOLDER, OFFICER, DIRECTOR OR EMPLOYEE OF A PARTY OR AN AFFILIATE THEREOF, ASSERTS A THEORY OF LIABILITY IN CONTRACT, TORT, NEGLIGENCE, MISREPRESENTATION (INCLUDING NEGLIGENT MISREPRESENTATION), STRICT Resolution No. 2021-41 Page 57 of 179 __________________ 50 4820-9916-0569v17/022487-0008 LIABILITY, STATUTORY LIABILITY, OR ANY THEORY OF LIABILITY OTHER THAN IN THE CASE OF FRAUD. TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION OF THE HARM OR LOSS. 13.12 Notices. All notices, requests, demands and other communications under this Agreement must be in writing and must be delivered in person or sent by overnight delivery using a nationally recognized delivery service, and properly addressed as follows: If to Buyer: City of Vernon Attn: General Manager of Public Utilities 4305 Santa Fe Avenue Vernon, CA 90058 With copies to: Stradling Yocca Carlson & Rauth, A Professional Corporation Attention: Douglas S. Brown, Esq. 660 Newport Center Drive Newport Beach, CA 92660 City of Vernon Attn: City Attorney 4305 Santa Fe Avenue Vernon, CA 90058 If to Seller: Bicent (California) Malburg LLC Attn: President 9 Federal Street Easton, MD 21601 Facsimile: (410) 770-9705 With copies to: Paul, Weiss, Rifkind, Wharton & Garrison LLP Attn: Ellen N. Ching, Esq. 1285 Avenue of the Americas New York, NY 10019-6064 Facsimile: (212) 492-0241 Any Party may from time to time change its address for the purpose of notices to that Party by a similar notice specifying a new address, but no such change is effective until it is actually received by the Party sought to be charged with its contents. Resolution No. 2021-41 Page 58 of 179 __________________ 51 4820-9916-0569v17/022487-0008 All notices and other communications required or permitted under this Agreement that are addressed as provided in this Section 13.12 are effective upon delivery. 13.13 Time is of the Essence. Time is of the essence for each term of this Agreement. Without limiting the generality of the foregoing, all times provided for in this Agreement for the performance of any act shall be strictly construed. 13.14 No Third Party Beneficiaries. Except as may be specifically set forth in this Agreement, nothing in this Agreement, whether express or implied, is intended to confer any rights or remedies under or by reason of this Agreement on any Persons other than the Parties and their respective permitted successors and assigns, nor is anything in this Agreement intended to relieve or discharge the obligation or liability of any third Persons to any Party, nor give any third Persons any right of subrogation or action against any Party. 13.15 No Joint Venture. Nothing contained in this Agreement creates or is intended to create an association, trust, partnership, or joint venture or impose a trust or partnership duty, obligation, or liability on or with regard to any Party. 13.16 Construction of Agreement. Ambiguities or uncertainties in the wording of this Agreement shall not be construed for or against any Party either on account of such Party having drafted or provided any language in this Agreement or otherwise, and shall be construed in accordance with the fair meaning of this Agreement. 13.17 Conflicts. In the event of any conflicts or inconsistencies between the terms of this Agreement and the terms of any of the Related Agreements, the terms of this Agreement shall govern and prevail. 13.18 Waiver of Sovereign Immunity. Purchaser warrants and covenants that with respect to its contractual obligations hereunder and performance thereof, it will not claim immunity on the grounds of sovereignty or similar grounds with respect to itself or its revenues or assets from (a) suit, (b) jurisdiction or court (including a court located outside the jurisdiction of its organization), (c) relief by way of injunction, order for specific performance or recovery of property, (d) attachment of assets, or (e) execution or enforcement of any judgment. [Remainder of Page Intentionally Left Blank] Resolution No. 2021-41 Page 59 of 179 __________________ Resolution No. 2021-41 Page 60 of 179 __________________ 4820-9916-0569/022487-0008 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written, PURCHASER: CITY OF VERNON By: Name: Melissa Ybarra Title: Mayor SELLER: BICENT (CALIFORNIA) MALBURG LLC By: Name: Paul B. Prager Title: President ul B. Prager Resolution No. 2021-41 Page 61 of 179 __________________ A-1 4820-9916-0569v16/022487-0008 EXHIBIT A Form of Bill of Sale Resolution No. 2021-41 Page 62 of 179 __________________ BILL OF SALE This BILL OF SALE (this “Bill of Sale”) is made as of December 14, 2021, by Bicent (California) Malburg LLC, a Delaware limited liability company (“Seller”), for the benefit of City of Vernon, a municipal corporation and a chartered city duly organized and existing under and by virtue of the Constitution and laws of the State of California (“Purchaser”). RECITALS A.Pursuant to that certain Purchase and Sale Agreement, dated as of November 1, 2021, by and between Seller and Purchaser (the “Purchase and Sale Agreement”), Seller has agreed to sell, assign, convey, transfer and deliver all of its right, title and interest in and to the Assets to Purchaser, and Purchaser has agreed to purchase, assume and acquire the Assets from Seller. B.Pursuant to Section 2.6(a)(1) of the Purchase and Sale Agreement, Seller is entering into this Bill of Sale for purpose of selling, assigning, transferring and conveying the Assets to the Purchaser. NOW THEREFORE, in consideration of the premises and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, do hereby covenant and agree as follows: 1.Defined Terms. Unless the context hereof shall otherwise require, capitalized terms used in this Bill of Sale, including those in the recitals hereto, and not otherwise defined herein, shall have the respective meanings as defined in the Purchase and Sale Agreement. 2.Sale and Assignment. Effective as of 11:00 a.m., Los Angeles time, on the date hereof (the “Effective Time”), Seller, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, does hereby grant, sell, assign, convey, transfer and deliver to Purchaser all of Seller’s right, title and interest in and to the Assets, pursuant to the terms and conditions set forth in the Purchase and Sale Agreement. 3.Title. Seller does hereby warrant and covenant that (i) it is the true and lawful owner of the Assets and has good right to sell the Assets, and that except for Permitted Encumbrances, title to the Assets is on the date of execution hereof free and clear of all Liens of any nature and (ii) good, record and marketable title to the Assets is hereby conveyed to Purchaser free and clear of all Liens of any nature, except for any existing Permitted Encumbrances. 4. Warranty. Except as otherwise set forth in the Purchase and Sale Agreement: (a) it is understood and agreed that Seller sells and transfers and Purchaser acquires and accepts the Assets on an “as is” and “where is” basis; (b) Purchaser, by its acceptance of this Bill of Sale, acknowledges and agrees that, except as expressly set forth in the Purchase and Sale Agreement, Seller has not made and will not make, nor shall Seller be deemed to have made, any warranty or representation of any kind, express or implied, with respect to any of the Assets, including any warranty or representation as to their fitness for any use or purpose, design or condition for any particular use or purpose, as to the Resolution No. 2021-41 Page 63 of 179 __________________ 2 quality of the material or workmanship therein, latent or patent, or as to value, compliance with legal requirements, insurance requirements, specifications, location, use, condition, merchantability, quality, description, durability or operation, it being agreed that all risks incident to all of these matters are to be borne by the Purchaser; and (c) in the event of any defect or deficiency in any of the Assets of any nature, whether patent or latent, Seller shall not have any responsibility or liability with respect thereto or for any incidental, consequential or other damages (including strict liability in tort). The provisions of this paragraph 4 have been negotiated, and except as otherwise set forth in the Purchase and Sale Agreement, the foregoing provisions are intended to be a complete exclusion and negation of any representations or warranties by Seller, express or implied, with respect to any of the Assets arising pursuant to the Uniform Commercial Code as adopted by the State of California or any other law or regulation now or hereafter in effect or otherwise. 5. Binding Effect; Assignment. This Bill of Sale and all of the provisions hereof shall be binding upon Seller and its respective successors and assigns and shall inure to the benefit of Purchaser and its successors and assigns. 6. Further Action. Seller covenants and agrees that it will, from time to time, execute and deliver such further instruments of conveyance and transfer as may be reasonably required to implement and effectuate the sale set forth in the Purchase and Sale Agreement. 7. Effectiveness. This Assignment shall become effective as of the Effective Time. 8. No Third Party Beneficiary. Nothing in this Bill of Sale is intended to confer upon any other person except Purchaser any rights or remedies hereunder or shall create any third party beneficiary rights in any person. 9. Governing Law. This Bill of Sale shall be governed by and construed in accordance with the laws of the State of California (regardless of the laws that might otherwise govern under applicable principles of conflicts of law). 10. Construction. This Bill of Sale is delivered pursuant to and is subject to the terms of the Purchase and Sale Agreement. The terms of the Purchase and Sale Agreement, including but not limited to Seller’s representations, warranties, covenants, agreements and indemnities relating to the Assets, are incorporated herein by this reference. Seller acknowledges and agrees that the representations, warranties, covenants, agreements and indemnities contained in the Purchase and Sale Agreement shall not be superseded hereby but shall remain in full force and effect to the full extent provided therein. In the event of any conflict or ambiguity between the terms of the Purchase and Sale Agreement and the terms of this Bill of Sale, the terms of the Purchase and Sale Agreement shall control. 11. Severability. If one or more of the provisions of this Bill of Sale shall be deemed invalid, illegal or unenforceable in any respect, such provisions shall be deemed to be severed from this Bill of Sale, and the validity, legality and enforceability of the remaining provisions contained herein shall not be affected or impaired in any way thereby. Resolution No. 2021-41 Page 64 of 179 __________________ 3 12. Counterparts. This Bill of Sale may be executed in any number of counterparts, all such counterparts together constituting but one and the same instrument. [Remainder of Page Intentionally Left Blank] Resolution No. 2021-41 Page 65 of 179 __________________ [Signature Page to Bill of Sale] IN WITNESS WHEREOF, the parties hereto, by their duly authorized officers, have executed and delivered this Bill of Sale as of the day and year first above set forth. BICENT (CALIFORNIA) MALBURG LLC By: Name: Paul Prager Title: President ACCEPTED AND AGREED TO THIS _____ DAY OF DECEMBER, 2021 CITY OF VERNON By: Name: Carlos R. Fandino Jr. Title: City Administrator The execution of this Bill of Sale by the City of Vernon is hereby affirmed and attested to by: CITY OF VERNON By: Name: Lisa Pope Title: City Clerk Resolution No. 2021-41 Page 66 of 179 __________________ B-1 4820-9916-0569v16/022487-0008 EXHIBIT B Form of Deed of Transfer Resolution No. 2021-41 Page 67 of 179 __________________ RECORDING REQUESTED BY CITY OF VERNON AND WHEN RECORDED MAIL TO AND MAIL TAX STATEMENTS TO: City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 Attn: City Administrator (Above Space for Recorder’s Use Only) Recording Fee: Exempt Pursuant to California Government Code Section 27383 GRANT DEED The Undersigned grantor declares that the documentary transfer tax is shown on the accompanying statement and is not for public record. FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, Bicent (California) Malburg LLC, a Delaware limited liability company (the “Grantor”), hereby grants to the City of Vernon, a municipal corporation and a chartered city duly organized and existing under and by virtue of the Constitution and laws of the State of California (the “Grantee”), all of Grantor’s right, title and interest in and to the fixtures and improvements (the “Property”) located on the real property (“Land”) described in Exhibit “A” attached hereto and incorporated herein by this reference, but expressly excluding the Land. Said grant is made subject to all covenants, conditions, restrictions, easements, encumbrances, circumstances and other matters of record that currently exist and affect the Property and/or the Land. Resolution No. 2021-41 Page 68 of 179 __________________ [Signature Page to Grant Deed] IN WITNESS WHEREOF, this Grant Deed shall be effective as of December 14, 2021. GRANTOR: BICENT (CALIFORNIA) MALBURG LLC By: Name: Paul Prager Title: President Resolution No. 2021-41 Page 69 of 179 __________________ A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF ) ) ss. COUNTY OF _________________________ ) On ___________________ before me, ____________________________________, Notary Public, personally appeared _____________________________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal SIGNATURE OF NOTARY PUBLIC Resolution No. 2021-41 Page 70 of 179 __________________ A-1 EXHIBIT “A” DESCRIPTION OF PROPERTY Real property in the City of Vernon, County of Los Angeles, State of California, described as follows: PARCEL A: A PORTION OF LOT 7, TRACT NO. 6452 IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 94 PAGES 77 AND 78 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE MOST NORTHERLY CORNER OF SAID LOT 7, SAID CORNER ALSO BEING THE BEGINNING OFA CURVE CONCAVE NORTHEASTERLY HAVING A RADIUS OF 367.83 FEET, A RADIAL LINE PASSING THROUGH SAID CORNER BEAR SOUTH 58° 03" 33 WEST; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 59° 37' 38" AN ARC DISTANCE OF 382.79 FEET; THENCE NORTH 88° 25' 55" EAST 323.79 FEET ALONG THE NORTHERLY LINE OF SAID LOT 7 TO A POINT ON THE SOUTHERLY LINE OF A PORTION DEEDED FOR THE WIDENING OF THE LOS ANGELES JUNCTION RAILROAD RIGHT-OF-WAY AS SHOWN ON LOS ANGELES COUNTY FIELD MAP NUMBER 10287 PAGE A3, RECORDS OF SAID COUNT, SAID POINT ALSO BEING THE BEGINNING OF A CURVE CONCAVE SOUTHERLY HAVING A RADIUS OF 906.21 FEET; THENCE EASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 4° 45' 51" AN ARC DISTANCE OF 75.35 FEET TO THE BEGINNING OFA COMPOUND CURVE HAVING A RADIUS OF 294.44 FEET; THENCE EASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 13° 28' 39" AN ARC DISTANCE OF 69.26 FEET TO A POINT ON THE EASTERLY LINE OF A PORTION DEEDED FOR THE WIDENING OF SOTO STREET AS SHOWN ON SAID LOS ANGELES COUNTY FIELD MAP; THENCE SOUTH 1 ° 37' 37" EAST 186.27 FEET ALONG SAID EASTERLY LINE; THENCE SOUTH 88° 10' 26" WEST 33.20 FEET; THENCE NORTH 01 ° 49' 34" WEST 6.00 FEET; THENCE SOUTH 88° 10' 26" WEST 6.00 FEET; THENCE SOUTH 01° 49' 34" EAST 6.00 FEET; THENCE SOUTH 88° 10' 26" WEST 439.07 FEET; THENCE NORTH 01° 27' 57" WEST 115.24 FEET; THENCE SOUTH 89° 10' 17" WEST 193.60 FEET; THENCE NORTH 02° 51' 27" WEST 42.65 FEET; THENCE NORTH 87° 47' 00" EAST 11.55 FEET; THENCE NORTH 01° 54' 17" WEST 24.22 FEET; THENCE SOUTH 87° 28' 16" WEST 10.26 FEET; THENCE NORTH 01° 06' 15" WEST 13.30 FEET; THENCE SOUTH 88° 48' 42" WEST 81.59 FEET; THENCE SOUTH 01 ° 26' 34" EAST 79.61 FEET; THENCE SOUTH 89° 10' 17" WEST 37.82 FEET TO A POINT ON THE WESTERLY LINE OF SAID LOT 7; THENCE NORTH 00° 09' 03" WEST 267.99 FEET ALONG SAID WESTERLY LINE TO THE POINT OF BEGINNING. EXCEPTING THEREFROM ALL BUILDINGS, TURBINES, AND OTHER POWER STATION FIXTURES AND ALL EXISTING IMPROVEMENTS, TOGETHER WITH FURTHER IMPROVEMENTS AS MAY BE CONSTRUCTED OR PLACED ON SAID LAND. ALSO EXCEPTING THEREFROM ALL OIL, GAS, HYDROCARBONS, MINERAL AND WATER RIGHTS IN THE PREMISES BUT WITHOUT RIGHT OF ENTRY ON THE SURFACE Resolution No. 2021-41 Page 71 of 179 __________________ A-2 OR WITHIN TWO HUNDRED (200) FEET THEREOF, AND THAT NO SUCH ITEMS SHALL BE EXTRACTED IN SUCH MANNER AS MAY CAUSE OR CONTRIBUTE TO A LESSENING OF THE SUPPORT OF THE PREMISES OF THE IMPROVEMENTS (OR ANY PORTION THEREOF). PARCEL B: A PORTION OF LOT 7, TRACT NUMBER 6452 IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 94 PAGES 77 AND 78 OF MAPS, RECORDS OF SAID COUNTY, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE WEST LINE OF SAID LOT 7, SAID POINT BEING NORTH 00° 09' 03" WEST 194.65 FROM THE SOUTHWESTERLY CORNER OF SAID LOT 7, THENCE NORTH 88° 22' 12" EAST 238.52 FEET; THENCE SOUTH 01° 37' 48" EAST 18.06 FEET; THENCE NORTH 88° 22' 12" EAST 42.43 FEET; THENCE SOUTH 01° 23' 22" EAST 176.85 FEET TO A POINT ON THE SOUTHERLY LINE OF SAID LOT 7; THENCE NORTH 88° 26' 12" EAST 32.59 FEET ALONG SAID SOUTHERLY LINE; THENCE NORTH 01° 27' 57'' WEST 211.35 FEET; THENCE SOUTH 89° 10' 17" WEST 312.89 FEET TO A POINT ON SAID WESTERLY LINE; THENCE SOUTH 00° 09' 03" EAST 20.76 FEET ALONG SAID EASTERLY LINE TO THE POINT OF BEGINNING. PARCEL C: ALL BUILDINGS, TURBINES, AND OTHER POWER STATION FIXTURES AND ALL EXISTING IMPROVEMENTS, TOGETHER WITH FURTHER IMPROVEMENTS AS MAY BE CONSTRUCTED OR PLACED ON THE LAND DESCRIBED BELOW: A PORTION OF LOT 7, TRACT NO. 6452 IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 94 PAGES 77 AND 78 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE MOST NORTHERLY CORNER OF SAID LOT 7, SAID CORNER ALSO BEING THE BEGINNING OFA CURVE CONCAVE NORTHEASTERLY HAVING A RADIUS OF 367.83 FEET, A RADIAL LINE PASSING THROUGH SAID CORNER BEAR SOUTH 58° 03" 33 WEST; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 59° 37' 38" AN ARC DISTANCE OF 382.79 FEET; THENCE NORTH 88° 25' 55" EAST 323.79 FEET ALONG THE NORTHERLY LINE OF SAID LOT 7 TO A POINT ON THE SOUTHERLY LINE OF A PORTION DEEDED FOR THE WIDENING OF THE LOS ANGELES JUNCTION RAILROAD RIGHT-OF-WAY AS SHOWN ON LOS ANGELES COUNTY FIELD MAP NUMBER 10287 PAGE A3, RECORDS OF SAID COUNT, SAID POINT ALSO BEING THE BEGINNING OF A CURVE CONCAVE SOUTHERLY HAVING A RADIUS OF 906.21 FEET; THENCE EASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 4° 45' 51" AN ARC DISTANCE OF 75.35 FEET TO THE BEGINNING OFA COMPOUND CURVE HAVING A RADIUS OF 294.44 FEET; THENCE EASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 13° 28' 39" AN ARC DISTANCE OF 69.26 FEET TO A POINT ON THE EASTERLY LINE OF A PORTION DEEDED FOR THE WIDENING OF SOTO STREET AS SHOWN ON SAID LOS ANGELES COUNTY FIELD MAP; THENCE SOUTH 1 ° Resolution No. 2021-41 Page 72 of 179 __________________ A-3 37' 37" EAST 186.27 FEET ALONG SAID EASTERLY LINE; THENCE SOUTH 88° 10' 26" WEST 33.20 FEET; THENCE NORTH 01 ° 49' 34" WEST 6.00 FEET; THENCE SOUTH 88° 10' 26" WEST 6.00 FEET; THENCE SOUTH 01° 49' 34" EAST 6.00 FEET; THENCE SOUTH 88° 10' 26" WEST 439.07 FEET; THENCE NORTH 01° 27' 57" WEST 115.24 FEET; THENCE SOUTH 89° 10' 17" WEST 193.60 FEET; THENCE NORTH 02° 51' 27" WEST 42.65 FEET; THENCE NORTH 87° 47' 00" EAST 11.55 FEET; THENCE NORTH 01° 54' 17" WEST 24.22 FEET; THENCE SOUTH 87° 28' 16" WEST 10.26 FEET; THENCE NORTH 01° 06' 15" WEST 13.30 FEET; THENCE SOUTH 88° 48' 42" WEST 81.59 FEET; THENCE SOUTH 01 ° 26' 34" EAST 79.61 FEET; THENCE SOUTH 89° 10' 17" WEST 37.82 FEET TO A POINT ON THE WESTERLY LINE OF SAID LOT 7; THENCE NORTH 00° 09' 03" WEST 267.99 FEET ALONG SAID WESTERLY LINE TO THE POINT OF BEGINNING. ALSO EXCEPTING THEREFROM ALL OIL, GAS, HYDROCARBONS, MINERAL AND WATER RIGHTS IN THE PREMISES BUT WITHOUT RIGHT OF ENTRY ON THE SURFACE OR WITHIN TWO HUNDRED (200) FEET THEREOF, AND THAT NO SUCH ITEMS SHALL BE EXTRACTED IN SUCH MANNER AS MAY CAUSE OR CONTRIBUTE TO A LESSENING OF THE SUPPORT OF THE PREMISES OF THE IMPROVEMENTS (OR ANY PORTION THEREOF). PARCEL D: A NON-EXCLUSIVE EASEMENT FOR CONSTRUCTION,INSTALLATION MAINTENANCE AND USE OF ELECTRIC, GAS, CABLE TELEPHONE, WATER, DRAINAGE AND OTHER FACILITIES NECESSARY TO SERVE THE PROPERTY AND VEHICULAR AND PEDESTRIAN INGRESS AND EGRESS FROM THE PROPERTY OF THE FOLLOWING DESCRIBED PARCEL OF LAND: A PORTION OF LOT 7, TRACT NO. 6452 IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 94 PAGES 77 AND 78 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE WEST LINE OF SAID LOT 7, SAID POINT BEING NORTH 00° 09' 03" WEST 194.65 FROM THE SOUTHWESTERLY CORNER OF SAID LOT 7, THENCE NORTH 88° 22' 12" EAST 238.52 FEET; THENCE SOUTH 01° 37' 48" EAST 18.06 FEET; THENCE NORTH 88° 22' 12" EAST 42.43 FEET; THENCE SOUTH 01° 23' 22" EAST 176.85 FEET TO A POINT ON THE SOUTHERLY LINE OF SAID LOT 7; THENCE NORTH 88° 26' 12" EAST 32.59 FEET ALONG SAID SOUTHERLY LINE; THENCE NORTH 01° 27' 57'' WEST 211.35 FEET; THENCE SOUTH 89° 10' 17" WEST 312.89 FEET TO A POINT ON SAID WESTERLY LINE; THENCE SOUTH 00° 09' 03" EAST 20.76 FEET ALONG SAID EASTERLY LINE TO THE POINT OF BEGINNING. APN: 6308-002-909 Resolution No. 2021-41 Page 73 of 179 __________________ CERTIFICATE OF ACCEPTANCE This is to certify that the interest in the Property that is conveyed under the foregoing agreement to the City of Vernon (the “City”), a municipal corporation and a chartered city that is duly organized and existing under and by virtue of the Constitution and the laws of the State of California, is hereby accepted by the undersigned officer or agent on behalf of the City Council of the City, pursuant to authority conferred by a resolution of the City Council of the City adopted on November __, 2021, and the grantee consents to recordation thereof by its duly authorized officer. Dated: December 14, 2021 CITY OF VERNON By: Name: Carlos R. Fandino Jr. Title: City Administrator Resolution No. 2021-41 Page 74 of 179 __________________ DOCUMENTARY TRANSFER TAX DECLARATION Assessor’s Parcel Number: 6308-002-900 In accordance with Section 11932 and 11933 of the California Revenue and Taxation Code, the Grantor requests that this Documentary Transfer Tax Declaration not be recorded with the attached Grant Deed, but be affixed to the Grant Deed after recordation and before the Grant Deed is returned as directed on the Grant Deed. The attached Grant Deed names Bicent (California) Malburg LLC, a Delaware limited liability company, as Grantor, and the City of Vernon, a municipal corporation and a chartered city duly organized and existing under and by virtue of the Constitution and laws of the State of California, as Grantee. The property subject to this Grant Deed is located in the City of Vernon, County of Los Angeles. The total amount of documentary transfer tax due on the Grant Deed is $__________, which represents $_________ of County tax and $0.00 of City tax, computed on the full value of the property conveyed. FIRST AMERICAN TITLE INSURANCE COMPANY By: Name: Title: Resolution No. 2021-41 Page 75 of 179 __________________ C-1 4820-9916-0569v16/022487-0008 EXHIBIT C Form of Assignment and Assumption Agreement Resolution No. 2021-41 Page 76 of 179 __________________ ASSIGNMENT AND ASSUMPTION AGREEMENT This ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Assignment”), is made as of December 14, 2021 (the “Effective Date”), by and between the City of Vernon, a municipal corporation and a chartered city duly organized and existing under and by virtue of the Constitution and laws of the State of California (“Assignee”), and Colorado Energy Management, LLC, a Delaware limited liability company (“Assignor”). WITNESSETH: WHEREAS, Bicent (California) Malburg LLC and Assignee have entered into that certain Purchase and Sale Agreement, dated as of November 1, 2021 (the “Purchase and Sale Agreement”). WHEREAS, pursuant to Section 2.1(g) and Section 2.6(a)(2) of the Purchase and Sale Agreement, Assignor desires to assign and transfer to Assignee, and Assignee desires to assume and accept, all of Assignor’s rights and duties under the Assigned Agreements and all of Assignor’s obligations under the Assigned Agreements arising or occurring after the Closing Date. NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, do hereby covenant and agree as follows: 1.Definitions. Capitalized terms used herein and not otherwise defined herein shall have the meanings given to them in the Purchase and Sale Agreement; provided, however, that for purpose of this Assignment, the LTSA will not constitute an Assigned Agreement and will be assigned pursuant to a separate agreement. 2.Assignment. Effective as of 11:00 a.m., Los Angeles time, on the date hereof (the “Effective Time”), Assignor hereby irrevocably assigns and transfers to Assignee all of its right, title and interest in, to and under, and all of its duties, liabilities and obligations under or pursuant to, the Assigned Agreements, except for any liabilities under the Assigned Agreements resulting from Assignor’s breach or failure to perform its obligations under the Assigned Agreements on or prior to the Closing Date, which liabilities are retained by and remain the responsibility of Assignor (the “Retained Liabilities”). 3.Consent. Each counterparty to each Assigned Agreement, as set forth on the signature page(s) hereto, hereby consents to the assignment of the Assignor’s rights and obligations under such Assigned Agreement to the Assignee as of the date hereof and hereby relieves Assignor of all of its obligations under such Assigned Agreement. 4.Assumption. Assignee shall assume and accept all of Assignor’s right, title and interest in, to and under, and all of Assignor’s duties, liabilities and obligations under or pursuant to, the Assigned Agreements on the Closing Date, except for the Retained Liabilities, and agrees to perform under and be bound by the terms of the Assigned Agreements. For the avoidance of doubt, Assignee assumes no Excluded Liabilities, and the parties hereto agree that all such Excluded Liabilities shall remain the sole responsibility of the Assignor. 4841-7165-3887v5/022487-0008 Resolution No. 2021-41 Page 77 of 179 __________________ 2 4841-7165-3887v5/022487-0008 5. Non-Interference. Each of Assignor and Assignee agrees that the assignment and assumption of the assigned rights and responsibilities hereunder is irrevocable and that neither party shall take any action or make any other assignment or direction which could prejudice the other’s rights hereunder, and that any such action or assignment shall be void. 6. Representations and Warranties. Assignor hereby represents and warrants to Assignee that neither its execution, delivery or performance of this Agreement, nor the consummation by it of the transactions contemplated hereby will (a) require any consent, agreement or acknowledgement of any Person that has not been obtained, (b) require any Governmental Approval that it has not obtained, or (c) violate any Governmental Rules applicable to Assignor. 7. Effectiveness. This Assignment shall become effective as of the Effective Time. 8. Further Assurances. Each of the parties will, from time to time and at all times hereafter, at its own expense, upon every reasonable request to do so by another party hereto, promptly make, do, execute and deliver, or cause to be made, done, executed and delivered, all such further acts, deeds, assurances and things as may be legally required or reasonably necessary in order to further implement and carry out the assignments and assumptions contemplated by this Assignment. 9. Successors and Assigns. The provisions of this Assignment are binding upon, and will inure to the benefit of, the successors and assigns of Assignor and Assignee, respectively. 10. Governing Law. The validity, interpretation and effect of this Assignment shall be governed by and will be construed in accordance with the laws of the State of California applicable to contracts made and performed in such State and without regard to conflicts of law doctrines except to the extent that certain matters are preempted by Federal law or are governed by the law of the jurisdiction of organization of the respective parties. 11. Severability. If one or more of the provisions of this Assignment shall be deemed invalid, illegal or unenforceable in any respect, such provisions shall be deemed to be severed from this Assignment, and the validity, legality and enforceability of the remaining provisions contained herein shall not be affected or impaired in any way thereby. 12. Construction. This Assignment is delivered pursuant to and is subject to the terms of the Purchase and Sale Agreement. The terms of the Purchase and Sale Agreement, including but not limited to Assignor’s representations, warranties, covenants, agreements and indemnities relating to the Assumed Liabilities, are incorporated herein by this reference. Assignor acknowledges and agrees that the representations, warranties, covenants, agreements and indemnities contained in the Purchase and Sale Agreement shall not be superseded hereby but shall remain in full force and effect to the full extent provided therein. In the event of any conflict or ambiguity between the terms of the Purchase and Sale Agreement and the terms of this Assignment, the terms of the Purchase and Sale Agreement shall control. 13. Counterparts. This Assignment may be executed in any number of counterparts, all such counterparts together constituting but one and the same instrument. [Remainder of Page Intentionally Left Blank] Resolution No. 2021-41 Page 78 of 179 __________________ [Signature Page to Assignment and Assumption Agreement] 4841-7165-3887v5/022487-0008 IN WITNESS WHEREOF, the parties hereto, by their duly authorized officers, have executed and delivered this Assignment as of the day and year first above set forth. CITY OF VERNON By: Name: Carlos R. Fandino Jr. Title: City Administrator COLORADO ENERGY MANGEMENT, LLC By: Name: Paul Prager Title: Chairman The execution of this Assignment by the City of Vernon is hereby affirmed and attested to by: CITY OF VERNON By: Name: Lisa Pope Title: City Clerk This Assignment is hereby consented to by: [ASSIGNED AGREEMENT COUNTERPARTY(IES)] By: Name: Title: Resolution No. 2021-41 Page 79 of 179 __________________ D-1 4820-9916-0569v16/022487-0008 EXHIBIT D Form of Substitution of Trustee and Full Reconveyance Resolution No. 2021-41 Page 80 of 179 __________________ RECORDING REQUESTED BY: ) City of Vernon ) ) AND WHEN RECORDED MAIL TO:) Stradling Yocca Carlson & Rauth ) 660 Newport Center Drive, Suite 1600 ) Newport Beach, California 92660 ) Attn: Jonathan Guz, Esq. ) ) [Space above for Recorder’s use.] SUBSTITUTION OF TRUSTEE AND FULL RECONVEYANCE Resolution No. 2021-41 Page 81 of 179 __________________ RECORDING REQUESTED BY: ) City of Vernon ) ) AND WHEN RECORDED MAIL TO:) Stradling Yocca Carlson & Rauth ) 660 Newport Center Drive, Suite 1600 ) Newport Beach, California 92660 ) Attn: Jonathan Guz, Esq. ) ) THIS TRANSACTION IS EXEMPT FROM CALIFORNIA DOCUMENTARY TRANSFER TAX PURSUANT TO SECTION 11921 OF THE CALIFORNIA REVENUE AND TAXATION CODE. THIS DOCUMENT IS EXEMPT FROM RECORDING FEES PURSUANT TO SECTION 27383 OF THE CALIFORNIA GOVERNMENT CODE. SUBSTITUTION OF TRUSTEE AND FULL RECONVEYANCE Dated December 14, 2021 Resolution No. 2021-41 Page 82 of 179 __________________ 1 SUBSTITUTION OF TRUSTEE AND FULL RECONVEYANCE THIS SUBSTITUTION OF TRUSTEE AND FULL RECONVEYANCE (this “Agreement”) is dated December 14, 2021 and effective as of the date of recordation hereof. RECITALS A. On April 10, 2008, BICENT (CALIFORNIA) MALBURG LLC, a Delaware limited liability company, as trustor (the “Trustor”), executed that certain DEED OF TRUST, LEASEHOLD DEED OF TRUST, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILING (the “Deed of Trust”) in favor of First American Title Insurance Company, as trustee (the “Trustee”), for the benefit of the CITY OF VERNON, a municipal corporation and a chartered city that is duly organized and existing under and by virtue of the Constitution and laws of the State of California (the “Beneficiary”). B. The Deed of Trust was recorded in the Official Records of the County of Los Angeles, State of California (the “Official Records”) as Instrument No. 20080629752 on April 11, 2008. C. The Deed of Trust presently encumbers certain real property (the “Property”) which was acquired in fee by the Trustor on or about April 11, 2008. The Property is described in Exhibit A. D. The Deed of Trust secures the Trustor’s obligations under that certain Power Purchase and Tolling Agreement, dated April 10, 2008 (the “PPTA”), by and between the Trustor and the Beneficiary. E. The Trustor and the Beneficiary have mutually agreed: (i) that the Trustor will sell the Property to the Beneficiary; and (ii) to terminate and discharge the PPTA, in each case effective as of the date of recordation hereof. F. The Beneficiary desires: (i) substitute itself as the successor Trustee (the “Successor Trustee”); and (ii) reconvey in full the Deed of Trust, thereby removing the Deed of Trust as an exception to title to the Property; however, the Successor Trustee shall only cause such reconveyance thereof in connection with and conditioned upon the termination and discharge of the PPTA. AGREEMENT 1. Successor Trustee. The Beneficiary hereby appoints and substitutes itself as the Successor Trustee under the Deed of Trust and in accordance with the terms and provisions contained herein. 2. Reconveyance. The Successor Trustee hereby reconveys to the person or persons legally entitled thereto, without warranty, all of the estate, title and interest acquired by the Trustee and by the Successor Trustee under the Deed of Trust as to the Property described in Exhibit A, subject to and conditioned upon the termination and discharge of the PPTA. Resolution No. 2021-41 Page 83 of 179 __________________ 2 3. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which, when taken together, shall constitute one agreement. The signature and acknowledgment pages from each counterpart may be removed and attached to a single document in order to create one original instrument. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.] Resolution No. 2021-41 Page 84 of 179 __________________ S-1 IN WITNESS WHEREOF, this Agreement has been executed by each party’s respective duly authorized officers, as of the date first above written. CITY OF VERNON By: Name: Carlos R. Fandino Jr. Title: City Administrator ATTEST: City Clerk Resolution No. 2021-41 Page 85 of 179 __________________ A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA COUNTY OF LOS ANGELES On ___________________, before me, ____________________________________, Notary Public, personally appeared _____________________________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal SIGNATURE OF NOTARY PUBLIC Resolution No. 2021-41 Page 86 of 179 __________________ A-1 EXHIBIT A LEGAL DESCRIPTION OF PROPERTY Real property in the City of Vernon, County of Los Angeles, State of California, described as follows: PARCEL A: A PORTION OF LOT 7, TRACT NO. 6452 IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 94 PAGES 77 AND 78 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE MOST NORTHERLY CORNER OF SAID LOT 7, SAID CORNER ALSO BEING THE BEGINNING OFA CURVE CONCAVE NORTHEASTERLY HAVING A RADIUS OF 367.83 FEET, A RADIAL LINE PASSING THROUGH SAID CORNER BEAR SOUTH 58° 03" 33 WEST; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 59° 37' 38" AN ARC DISTANCE OF 382.79 FEET; THENCE NORTH 88° 25' 55" EAST 323.79 FEET ALONG THE NORTHERLY LINE OF SAID LOT 7 TO A POINT ON THE SOUTHERLY LINE OF A PORTION DEEDED FOR THE WIDENING OF THE LOS ANGELES JUNCTION RAILROAD RIGHT-OF-WAY AS SHOWN ON LOS ANGELES COUNTY FIELD MAP NUMBER 10287 PAGE A3, RECORDS OF SAID COUNT, SAID POINT ALSO BEING THE BEGINNING OF A CURVE CONCAVE SOUTHERLY HAVING A RADIUS OF 906.21 FEET; THENCE EASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 4° 45' 51" AN ARC DISTANCE OF 75.35 FEET TO THE BEGINNING OFA COMPOUND CURVE HAVING A RADIUS OF 294.44 FEET; THENCE EASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 13° 28' 39" AN ARC DISTANCE OF 69.26 FEET TO A POINT ON THE EASTERLY LINE OF A PORTION DEEDED FOR THE WIDENING OF SOTO STREET AS SHOWN ON SAID LOS ANGELES COUNTY FIELD MAP; THENCE SOUTH 1 ° 37' 37" EAST 186.27 FEET ALONG SAID EASTERLY LINE; THENCE SOUTH 88° 10' 26" WEST 33.20 FEET; THENCE NORTH 01 ° 49' 34" WEST 6.00 FEET; THENCE SOUTH 88° 10' 26" WEST 6.00 FEET; THENCE SOUTH 01° 49' 34" EAST 6.00 FEET; THENCE SOUTH 88° 10' 26" WEST 439.07 FEET; THENCE NORTH 01° 27' 57" WEST 115.24 FEET; THENCE SOUTH 89° 10' 17" WEST 193.60 FEET; THENCE NORTH 02° 51' 27" WEST 42.65 FEET; THENCE NORTH 87° 47' 00" EAST 11.55 FEET; THENCE NORTH 01° 54' 17" WEST 24.22 FEET; THENCE SOUTH 87° 28' 16" WEST 10.26 FEET; THENCE NORTH 01° 06' 15" WEST 13.30 FEET; THENCE SOUTH 88° 48' 42" WEST 81.59 FEET; THENCE SOUTH 01 ° 26' 34" EAST 79.61 FEET; THENCE SOUTH 89° 10' 17" WEST 37.82 FEET TO A POINT ON THE WESTERLY LINE OF SAID LOT 7; THENCE NORTH 00° 09' 03" WEST 267.99 FEET ALONG SAID WESTERLY LINE TO THE POINT OF BEGINNING. EXCEPTING THEREFROM ALL BUILDINGS, TURBINES, AND OTHER POWER STATION FIXTURES AND ALL EXISTING IMPROVEMENTS, TOGETHER WITH FURTHER IMPROVEMENTS AS MAY BE CONSTRUCTED OR PLACED ON SAID LAND. ALSO EXCEPTING THEREFROM ALL OIL, GAS, HYDROCARBONS, MINERAL AND WATER RIGHTS IN THE PREMISES BUT WITHOUT RIGHT OF ENTRY ON THE SURFACE Resolution No. 2021-41 Page 87 of 179 __________________ A-2 OR WITHIN TWO HUNDRED (200) FEET THEREOF, AND THAT NO SUCH ITEMS SHALL BE EXTRACTED IN SUCH MANNER AS MAY CAUSE OR CONTRIBUTE TO A LESSENING OF THE SUPPORT OF THE PREMISES OF THE IMPROVEMENTS (OR ANY PORTION THEREOF). PARCEL B: A PORTION OF LOT 7, TRACT NUMBER 6452 IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 94 PAGES 77 AND 78 OF MAPS, RECORDS OF SAID COUNTY, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE WEST LINE OF SAID LOT 7, SAID POINT BEING NORTH 00° 09' 03" WEST 194.65 FROM THE SOUTHWESTERLY CORNER OF SAID LOT 7, THENCE NORTH 88° 22' 12" EAST 238.52 FEET; THENCE SOUTH 01° 37' 48" EAST 18.06 FEET; THENCE NORTH 88° 22' 12" EAST 42.43 FEET; THENCE SOUTH 01° 23' 22" EAST 176.85 FEET TO A POINT ON THE SOUTHERLY LINE OF SAID LOT 7; THENCE NORTH 88° 26' 12" EAST 32.59 FEET ALONG SAID SOUTHERLY LINE; THENCE NORTH 01° 27' 57'' WEST 211.35 FEET; THENCE SOUTH 89° 10' 17" WEST 312.89 FEET TO A POINT ON SAID WESTERLY LINE; THENCE SOUTH 00° 09' 03" EAST 20.76 FEET ALONG SAID EASTERLY LINE TO THE POINT OF BEGINNING. PARCEL C: ALL BUILDINGS, TURBINES, AND OTHER POWER STATION FIXTURES AND ALL EXISTING IMPROVEMENTS, TOGETHER WITH FURTHER IMPROVEMENTS AS MAY BE CONSTRUCTED OR PLACED ON THE LAND DESCRIBED BELOW: A PORTION OF LOT 7, TRACT NO. 6452 IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 94 PAGES 77 AND 78 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE MOST NORTHERLY CORNER OF SAID LOT 7, SAID CORNER ALSO BEING THE BEGINNING OFA CURVE CONCAVE NORTHEASTERLY HAVING A RADIUS OF 367.83 FEET, A RADIAL LINE PASSING THROUGH SAID CORNER BEAR SOUTH 58° 03" 33 WEST; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 59° 37' 38" AN ARC DISTANCE OF 382.79 FEET; THENCE NORTH 88° 25' 55" EAST 323.79 FEET ALONG THE NORTHERLY LINE OF SAID LOT 7 TO A POINT ON THE SOUTHERLY LINE OF A PORTION DEEDED FOR THE WIDENING OF THE LOS ANGELES JUNCTION RAILROAD RIGHT-OF-WAY AS SHOWN ON LOS ANGELES COUNTY FIELD MAP NUMBER 10287 PAGE A3, RECORDS OF SAID COUNT, SAID POINT ALSO BEING THE BEGINNING OF A CURVE CONCAVE SOUTHERLY HAVING A RADIUS OF 906.21 FEET; THENCE EASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 4° 45' 51" AN ARC DISTANCE OF 75.35 FEET TO THE BEGINNING OFA COMPOUND CURVE HAVING A RADIUS OF 294.44 FEET; THENCE EASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 13° 28' 39" AN ARC DISTANCE OF 69.26 FEET TO A POINT ON THE EASTERLY LINE OF A PORTION DEEDED FOR THE WIDENING OF SOTO STREET AS SHOWN ON SAID LOS ANGELES COUNTY FIELD MAP; THENCE SOUTH 1 ° Resolution No. 2021-41 Page 88 of 179 __________________ A-3 37' 37" EAST 186.27 FEET ALONG SAID EASTERLY LINE; THENCE SOUTH 88° 10' 26" WEST 33.20 FEET; THENCE NORTH 01 ° 49' 34" WEST 6.00 FEET; THENCE SOUTH 88° 10' 26" WEST 6.00 FEET; THENCE SOUTH 01° 49' 34" EAST 6.00 FEET; THENCE SOUTH 88° 10' 26" WEST 439.07 FEET; THENCE NORTH 01° 27' 57" WEST 115.24 FEET; THENCE SOUTH 89° 10' 17" WEST 193.60 FEET; THENCE NORTH 02° 51' 27" WEST 42.65 FEET; THENCE NORTH 87° 47' 00" EAST 11.55 FEET; THENCE NORTH 01° 54' 17" WEST 24.22 FEET; THENCE SOUTH 87° 28' 16" WEST 10.26 FEET; THENCE NORTH 01° 06' 15" WEST 13.30 FEET; THENCE SOUTH 88° 48' 42" WEST 81.59 FEET; THENCE SOUTH 01 ° 26' 34" EAST 79.61 FEET; THENCE SOUTH 89° 10' 17" WEST 37.82 FEET TO A POINT ON THE WESTERLY LINE OF SAID LOT 7; THENCE NORTH 00° 09' 03" WEST 267.99 FEET ALONG SAID WESTERLY LINE TO THE POINT OF BEGINNING. ALSO EXCEPTING THEREFROM ALL OIL, GAS, HYDROCARBONS, MINERAL AND WATER RIGHTS IN THE PREMISES BUT WITHOUT RIGHT OF ENTRY ON THE SURFACE OR WITHIN TWO HUNDRED (200) FEET THEREOF, AND THAT NO SUCH ITEMS SHALL BE EXTRACTED IN SUCH MANNER AS MAY CAUSE OR CONTRIBUTE TO A LESSENING OF THE SUPPORT OF THE PREMISES OF THE IMPROVEMENTS (OR ANY PORTION THEREOF). PARCEL D: A NON-EXCLUSIVE EASEMENT FOR CONSTRUCTION,INSTALLATION MAINTENANCE AND USE OF ELECTRIC, GAS, CABLE TELEPHONE, WATER, DRAINAGE AND OTHER FACILITIES NECESSARY TO SERVE THE PROPERTY AND VEHICULAR AND PEDESTRIAN INGRESS AND EGRESS FROM THE PROPERTY OF THE FOLLOWING DESCRIBED PARCEL OF LAND: A PORTION OF LOT 7, TRACT NO. 6452 IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 94 PAGES 77 AND 78 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE WEST LINE OF SAID LOT 7, SAID POINT BEING NORTH 00° 09' 03" WEST 194.65 FROM THE SOUTHWESTERLY CORNER OF SAID LOT 7, THENCE NORTH 88° 22' 12" EAST 238.52 FEET; THENCE SOUTH 01° 37' 48" EAST 18.06 FEET; THENCE NORTH 88° 22' 12" EAST 42.43 FEET; THENCE SOUTH 01° 23' 22" EAST 176.85 FEET TO A POINT ON THE SOUTHERLY LINE OF SAID LOT 7; THENCE NORTH 88° 26' 12" EAST 32.59 FEET ALONG SAID SOUTHERLY LINE; THENCE NORTH 01° 27' 57'' WEST 211.35 FEET; THENCE SOUTH 89° 10' 17" WEST 312.89 FEET TO A POINT ON SAID WESTERLY LINE; THENCE SOUTH 00° 09' 03" EAST 20.76 FEET ALONG SAID EASTERLY LINE TO THE POINT OF BEGINNING. APN: 6308-002-909 Resolution No. 2021-41 Page 89 of 179 __________________ E-1 4820-9916-0569v16/022487-0008 EXHIBIT E Form of Termination of Lease Resolution No. 2021-41 Page 90 of 179 __________________ RECORDING REQUESTED BY: ) City of Vernon ) ) AND WHEN RECORDED MAIL TO:) Stradling Yocca Carlson & Rauth ) 660 Newport Center Drive, Suite 1600 ) Newport Beach, California 92660 ) Attn: Jonathan Guz, Esq. ) ) [Space above for Recorder’s use.] TERMINATION OF LEASE AND GRANT OF EASEMENTS Resolution No. 2021-41 Page 91 of 179 __________________ RECORDING REQUESTED BY: ) City of Vernon ) ) AND WHEN RECORDED MAIL TO:) Stradling Yocca Carlson & Rauth ) 660 Newport Center Drive, Suite 1600 ) Newport Beach, California 92660 ) Attn: Jonathan Guz, Esq. ) ) THIS TRANSACTION IS EXEMPT FROM CALIFORNIA DOCUMENTARY TRANSFER TAX PURSUANT TO SECTION 11921 OF THE CALIFORNIA REVENUE AND TAXATION CODE. THIS DOCUMENT IS EXEMPT FROM RECORDING FEES PURSUANT TO SECTION 27383 OF THE CALIFORNIA GOVERNMENT CODE. TERMINATION OF LEASE AND GRANT OF EASEMENTS by and between CITY OF VERNON and BICENT (CALIFORNIA) MALBURG LLC Dated as of December 14, 2021 Resolution No. 2021-41 Page 92 of 179 __________________ 1 TERMINATION OF LEASE AND GRANT OF EASEMENTS THIS TERMINATION OF LEASE AND GRANT OF EASEMENTS (this “Agreement”) is dated as of December 14, 2021 and effective as of the date of recordation hereof, by and between the CITY OF VERNON, a municipal corporation and a chartered city that is duly organized and existing under and by virtue of the Constitution and laws of the State of California (the “City”), and BICENT (CALIFORNIA) MALBURG LLC, a Delaware limited liability company (“Bicent”). RECITALS A. The City, as lessor, and Bicent, as lessee, entered into that certain Lease and Grant of Easements, dated April 10, 2008 (the “Lease”), a memorandum of which was recorded on April 11, 2008 as Instrument No. 20080629749 in the Official Records of the County of Los Angeles, State of California (the “Official Records”). B. Pursuant to the Lease, the City leased certain real property and improvements described therein (collectively, the “Property”) to Bicent. C. The City and Bicent have mutually agreed to terminate and discharge the Lease effective as of the date of recordation hereof. AGREEMENT 1. Recordation. This Agreement shall be recorded in the Official Records. 2. Termination of Lease. Effective as of the recordation of this Agreement, Bicent and the City hereby acknowledge and agree that the Lease shall be terminated and discharged and of no further force or effect. 3.Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which, when taken together, shall constitute one agreement. The signature and acknowledgment pages from each counterpart may be removed and attached to a single document in order to create one original instrument. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.] Resolution No. 2021-41 Page 93 of 179 __________________ S-1 IN WITNESS WHEREOF, this Agreement has been executed by each party’s respective duly authorized officers, as of the date first above written. CITY OF VERNON By: Name: Carlos R. Fandino Jr. Title: City Administrator ATTEST: City Clerk BICENT (CALIFORNIA) MALBURG LLC By: Name: Paul Prager Title: President Resolution No. 2021-41 Page 94 of 179 __________________ A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA COUNTY OF LOS ANGELES On ___________________, before me, ____________________________________, Notary Public, personally appeared _____________________________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal SIGNATURE OF NOTARY PUBLIC Resolution No. 2021-41 Page 95 of 179 __________________ A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF ____________ COUNTY OF _____________ On ___________________, before me, ____________________________________, Notary Public, personally appeared _____________________________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal SIGNATURE OF NOTARY PUBLIC Resolution No. 2021-41 Page 96 of 179 __________________ F-1 4820-9916-0569v16/022487-0008 EXHIBIT F Form of Assignment of the Amended and Restated Services Agreement for Malburg Generating Station Resolution No. 2021-41 Page 97 of 179 __________________ 1 Assignment ofthe AmendedandRestatedServicesAgreement forthe MalburgGeneratingStation ThisAssignmentAgreement(“Assignment”),datedasof____________,2021,ismadeandenteredintoby andbetweenBicent(California)Malburg,LLC(“Assignor”),theCityofVernon,California,amunicipalcorporation andacharteredcitydulyorganizedandexistingunderandbyvirtueoftheConstitutionandlawsoftheStateof CaliforniaanditsCharter(“Assignee”)andSiemensEnergy,Inc.(“SiemensEnergy”). WHEREAS;AssignorandSiemensEnergyenteredintoanAmendedandRestatedServicesAgreementforthe MalburgGeneratingStation,datedSeptember30,2010(theagreementandallamendmentsorchangeorders theretoarecollectivelyreferredtoasthe“Agreement”); WHEREAS;AssigneeispurchasingtheMalburgGeneratingStationfromAssignorpursuantthatcertain PurchaseandSaleAgreement,datedasofNovember1ϴ,2021,betweenAssinorandAssignee(the“PSA”),withan expectedclosenolaterthanDecember31,2021(the“Sale”); WHEREAS;AssignorwishestoassigntheAgreementtoAssigneepursuanttoclause16.5oftheAgreement; WHEREAS;AssigneewishtoacceptassignmentoftheAgreement; WHEREAS;SiemensEnergyiswillingtoconsenttotheassignmentoftheAgreementunderthecondition thatoutstandingamountsduepriortotheassignmentoftheAgreementaresatisfied; NOW,THEREFORE,inconsiderationoftherepresentations,warrantiesandcovenantscontainedinthe AssignmentandtheAgreement,thepartiesheretoherebyagreeasfollows: 1. Payment.AssignordirectsandauthorizestheAssigneeoranyentityand/ortrusteeactingonbehalf oftheAssignee(includingTheBankofNewYorkMellonTrustCompany,N.A.)topaydirectlytoSiemens Energybywiretransferofimmediatelyavailablefundsthesumof$6,083,905.31USDfromthepurchase priceunderthePSAatthetimeofclosingoftheSale(the“Payment”).IntheeventthattheSaledoesnot closebyFebruary28,2022,thePaymentwillberecalculatedbymutualagreementoftheBicentand SiemensEnergy.Ifnoagreementisreachedthisassignmentwillbeconsideredvoidandhavenoeffect. 2. Waiver.SiemensEnergyagreesthatuponreceiptofthePayment,itwaivesallrightstoanypastdue amountsowedtoitundertheAgreementthataccruedpriortoclosingoftheSale. 3. Consent.SiemensEnergyconsentstotheassignmentoftheAgreementfromtheAssignortothe AssigneeeffectiveuponclosingoftheSale,andeffectiveuponclosingoftheSaleAssignorishereby relievedofallofitsobligationsundertheAgreement. 4. Assignment.UponclosingoftheSale,Assignorherebytransfers,conveys,assignsanddeliversto Assigneeallofitsright,titleandinterestin,toandundertheAgreement,andAssigneeacceptsassignment oftheAgreement,includingalloftherights,benefits,responsibilities,liabilitiesand/orobligations thereunder. 5. NoExpansionofRights.ThisAssignmentneitherexpandsuponnorlimitstherights,benefits, responsibilities,liabilitiesorobligationsofthepartiestotheAgreementprovidedthereinandthereunder. 6. Miscellaneous. (a) SuccessorsandAssigns.ThisAssignmentwillbebindinguponAssignorandAssigneeandtheir respectivesuccessorsandassignsandwillinuretothebenefitofAssignorandAssigneeandtheir respectivesuccessorsandassigns. (b) GoverningLaw.ThisAssignmentshallbegovernedby,andconstruedinaccordancewith,thelaws oftheStateofCalifornia,exclusiveofconflictsorchoiceoflawprovisionsthereof. (c) Counterparts.ThisAssignmentmaybeexecutedinoneormorecounterparts,allofwhichshallbe consideredoneandthesameinstrumentandshallbecomeeffectivewhenoneormorecounterpartshave Resolution No. 2021-41 Page 98 of 179 __________________ 2 beensignedbyeachpartheretoanddeliveredtotheotherparty. (d)Signatures.Electronicsignaturesorcopiesofsignaturesprovidedelectronicallyshallbegivenfull forceandeffectandshallbetreatedasoriginals. Resolution No. 2021-41 Page 99 of 179 __________________ 3 INWITNESSWHEREOF,Assignor,AssigneeandSiemensEnergyhavecausedthisAssignmenttobesignedby theirdulyauthorizedofficersasofthedatefirstabovewritten. BICENT(CALIFORNIA)MALBURG,LLC By:____________________________________ PrintedName:_______________________ Title:_______________________________ CITYOFVERNON By:____________________________________ PrintedName:_______________________ Title:_______________________________ SIEMENSENERGYINC. By:____________________________________By:________________________________________ PrintedName:_______________________PrintedName:_______________________ Title:_______________________________Title:_______________________________ Resolution No. 2021-41 Page 100 of 179 __________________ 4824-6640-2047v10/022487-0008 SCHEDULES TO THE CITY OF VERNON PURCHASE AND SALE AGREEMENT Resolution No. 2021-41 Page 101 of 179 __________________ 1.1-FS-1 4824-6640-2047v10/022487-0008 Schedule 1.1-FS Facility Site LEGAL DESCRIPTION Real property in the City of Vernon, County of Los Angeles, State of California, described as follows: PARCEL A: A PORTION OF LOT 7, TRACT NO. 6452 IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 94 PAGES 77 AND 78 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE MOST NORTHERLY CORNER OF SAID LOT 7, SAID CORNER ALSO BEING THE BEGINNING OFA CURVE CONCAVE NORTHEASTERLY HAVING A RADIUS OF 367.83 FEET, A RADIAL LINE PASSING THROUGH SAID CORNER BEAR SOUTH 58° 03” 33 WEST; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 59° 37’ 38” AN ARC DISTANCE OF 382.79 FEET; THENCE NORTH 88° 25’ 55” EAST 323.79 FEET ALONG THE NORTHERLY LINE OF SAID LOT 7 TO A POINT ON THE SOUTHERLY LINE OF A PORTION DEEDED FOR THE WIDENING OF THE LOS ANGELES JUNCTION RAILROAD RIGHT-OF-WAY AS SHOWN ON LOS ANGELES COUNTY FIELD MAP NUMBER 10287 PAGE A3, RECORDS OF SAID COUNT, SAID POINT ALSO BEING THE BEGINNING OF A CURVE CONCAVE SOUTHERLY HAVING A RADIUS OF 906.21 FEET; THENCE EASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 4° 45’ 51” AN ARC DISTANCE OF 75.35 FEET TO THE BEGINNING OFA COMPOUND CURVE HAVING A RADIUS OF 294.44 FEET; THENCE EASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 13° 28’ 39” AN ARC DISTANCE OF 69.26 FEET TO A POINT ON THE EASTERLY LINE OF A PORTION DEEDED FOR THE WIDENING OF SOTO STREET AS SHOWN ON SAID LOS ANGELES COUNTY FIELD MAP; THENCE SOUTH 1° 37’ 37” EAST 186.27 FEET ALONG SAID EASTERLY LINE; THENCE SOUTH 88° 10’ 26” WEST 33.20 FEET; THENCE NORTH 01° 49’ 34” WEST 6.00 FEET; THENCE SOUTH 88° 10’ 26” WEST 6.00 FEET; THENCE SOUTH 01° 49’ 34” EAST 6.00 FEET; THENCE SOUTH 88° 10’ 26” WEST 439.07 FEET; THENCE NORTH 01° 27’ 57” WEST 115.24 FEET; THENCE SOUTH 89° 10’ 17” WEST 193.60 FEET; THENCE NORTH 02° 51’ 27” WEST 42.65 FEET; THENCE NORTH 87° 47’ 00” EAST 11.55 FEET; THENCE NORTH 01° 54’ 17” WEST 24.22 FEET; THENCE SOUTH 87° 28’ 16” WEST 10.26 FEET; THENCE NORTH 01° 06’ 15” WEST 13.30 FEET; THENCE SOUTH 88° 48’ 42” WEST 81.59 FEET; THENCE SOUTH 01° 26’ 34” EAST 79.61 FEET; THENCE SOUTH 89° 10’ 17” WEST 37.82 FEET TO A POINT ON THE WESTERLY LINE OF SAID LOT 7; THENCE NORTH 00° 09’ 03” WEST 267.99 FEET ALONG SAID WESTERLY LINE TO THE POINT OF BEGINNING. EXCEPTING THEREFROM ALL BUILDINGS, TURBINES, AND OTHER POWER STATION FIXTURES AND ALL EXISTING IMPROVEMENTS, TOGETHER WITH FURTHER IMPROVEMENTS AS MAY BE CONSTRUCTED OR PLACED ON SAID LAND. Resolution No. 2021-41 Page 102 of 179 __________________ 1.1-FS-2 4824-6640-2047v10/022487-0008 ALSO EXCEPTING THEREFROM ALL OIL, GAS, HYDROCARBONS, MINERAL AND WATER RIGHTS IN THE PREMISES BUT WITHOUT RIGHT OF ENTRY ON THE SURFACE OR WITHIN TWO HUNDRED (200) FEET THEREOF, AND THAT NO SUCH ITEMS SHALL BE EXTRACTED IN SUCH MANNER AS MAY CAUSE OR CONTRIBUTE TO A LESSENING OF THE SUPPORT OF THE PREMISES OF THE IMPROVEMENTS (OR ANY PORTION THEREOF). PARCEL B: A PORTION OF LOT 7, TRACT NUMBER 6452 IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 94 PAGES 77 AND 78 OF MAPS, RECORDS OF SAID COUNTY, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE WEST LINE OF SAID LOT 7, SAID POINT BEING NORTH 00° 09’ 03” WEST 194.65 FROM THE SOUTHWESTERLY CORNER OF SAID LOT 7, THENCE NORTH 88° 22’ 12” EAST 238.52 FEET; THENCE SOUTH 01° 37’ 48” EAST 18.06 FEET; THENCE NORTH 88° 22’ 12” EAST 42.43 FEET; THENCE SOUTH 01° 23’ 22” EAST 176.85 FEET TO A POINT ON THE SOUTHERLY LINE OF SAID LOT 7; THENCE NORTH 88° 26’ 12” EAST 32.59 FEET ALONG SAID SOUTHERLY LINE; THENCE NORTH 01° 27’ 57’’ WEST 211.35 FEET; THENCE SOUTH 89° 10’ 17” WEST 312.89 FEET TO A POINT ON SAID WESTERLY LINE; THENCE SOUTH 00° 09’ 03” EAST 20.76 FEET ALONG SAID EASTERLY LINE TO THE POINT OF BEGINNING. PARCEL C: ALL BUILDINGS, TURBINES, AND OTHER POWER STATION FIXTURES AND ALL EXISTING IMPROVEMENTS, TOGETHER WITH FURTHER IMPROVEMENTS AS MAY BE CONSTRUCTED OR PLACED ON THE LAND DESCRIBED BELOW: A PORTION OF LOT 7, TRACT NO. 6452 IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 94 PAGES 77 AND 78 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE MOST NORTHERLY CORNER OF SAID LOT 7, SAID CORNER ALSO BEING THE BEGINNING OFA CURVE CONCAVE NORTHEASTERLY HAVING A RADIUS OF 367.83 FEET, A RADIAL LINE PASSING THROUGH SAID CORNER BEAR SOUTH 58° 03” 33 WEST; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 59° 37’ 38” AN ARC DISTANCE OF 382.79 FEET; THENCE NORTH 88° 25’ 55” EAST 323.79 FEET ALONG THE NORTHERLY LINE OF SAID LOT 7 TO A POINT ON THE SOUTHERLY LINE OF A PORTION DEEDED FOR THE WIDENING OF THE LOS ANGELES JUNCTION RAILROAD RIGHT-OF-WAY AS SHOWN ON LOS ANGELES COUNTY FIELD MAP NUMBER 10287 PAGE A3, RECORDS OF SAID COUNT, SAID POINT ALSO BEING THE BEGINNING OF A CURVE CONCAVE SOUTHERLY HAVING A RADIUS OF 906.21 FEET; THENCE EASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 4° 45’ 51” AN ARC DISTANCE OF 75.35 FEET TO THE BEGINNING OF A COMPOUND CURVE HAVING A RADIUS OF 294.44 FEET; THENCE EASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 13° 28’ 39” AN ARC DISTANCE OF 69.26 FEET TO A Resolution No. 2021-41 Page 103 of 179 __________________ 1.1-FS-3 4824-6640-2047v10/022487-0008 POINT ON THE EASTERLY LINE OF A PORTION DEEDED FOR THE WIDENING OF SOTO STREET AS SHOWN ON SAID LOS ANGELES COUNTY FIELD MAP; THENCE SOUTH 1° 37’ 37” EAST 186.27 FEET ALONG SAID EASTERLY LINE; THENCE SOUTH 88° 10’ 26” WEST 33.20 FEET; THENCE NORTH 01° 49’ 34” WEST 6.00 FEET; THENCE SOUTH 88° 10’ 26” WEST 6.00 FEET; THENCE SOUTH 01° 49’ 34” EAST 6.00 FEET; THENCE SOUTH 88° 10’ 26” WEST 439.07 FEET; THENCE NORTH 01° 27’ 57” WEST 115.24 FEET; THENCE SOUTH 89° 10’ 17” WEST 193.60 FEET; THENCE NORTH 02° 51’ 27” WEST 42.65 FEET; THENCE NORTH 87° 47’ 00” EAST 11.55 FEET; THENCE NORTH 01° 54’ 17” WEST 24.22 FEET; THENCE SOUTH 87° 28’ 16” WEST 10.26 FEET; THENCE NORTH 01° 06’ 15” WEST 13.30 FEET; THENCE SOUTH 88° 48’ 42” WEST 81.59 FEET; THENCE SOUTH 01° 26’ 34” EAST 79.61 FEET; THENCE SOUTH 89° 10’ 17” WEST 37.82 FEET TO A POINT ON THE WESTERLY LINE OF SAID LOT 7; THENCE NORTH 00° 09’ 03” WEST 267.99 FEET ALONG SAID WESTERLY LINE TO THE POINT OF BEGINNING. ALSO EXCEPTING THEREFROM ALL OIL, GAS, HYDROCARBONS, MINERAL AND WATER RIGHTS IN THE PREMISES BUT WITHOUT RIGHT OF ENTRY ON THE SURFACE OR WITHIN TWO HUNDRED (200) FEET THEREOF, AND THAT NO SUCH ITEMS SHALL BE EXTRACTED IN SUCH MANNER AS MAY CAUSE OR CONTRIBUTE TO A LESSENING OF THE SUPPORT OF THE PREMISES OF THE IMPROVEMENTS (OR ANY PORTION THEREOF). PARCEL D: A NON-EXCLUSIVE EASEMENT FOR CONSTRUCTION,INSTALLATION MAINTENANCE AND USE OF ELECTRIC, GAS, CABLE TELEPHONE, WATER, DRAINAGE AND OTHER FACILITIES NECESSARY TO SERVE THE PROPERTY AND VEHICULAR AND PEDESTRIAN INGRESS AND EGRESS FROM THE PROPERTY OF THE FOLLOWING DESCRIBED PARCEL OF LAND: A PORTION OF LOT 7, TRACT NO. 6452 IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 94 PAGES 77 AND 78 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE WEST LINE OF SAID LOT 7, SAID POINT BEING NORTH 00° 09’ 03” WEST 194.65 FROM THE SOUTHWESTERLY CORNER OF SAID LOT 7, THENCE NORTH 88° 22’ 12” EAST 238.52 FEET; THENCE SOUTH 01° 37’ 48” EAST 18.06 FEET; THENCE NORTH 88° 22’ 12” EAST 42.43 FEET; THENCE SOUTH 01° 23’ 22” EAST 176.85 FEET TO A POINT ON THE SOUTHERLY LINE OF SAID LOT 7; THENCE NORTH 88° 26’ 12” EAST 32.59 FEET ALONG SAID SOUTHERLY LINE; THENCE NORTH 01° 27’ 57’’ WEST 211.35 FEET; THENCE SOUTH 89° 10’ 17” WEST 312.89 FEET TO A POINT ON SAID WESTERLY LINE; THENCE SOUTH 00° 09’ 03” EAST 20.76 FEET ALONG SAID EASTERLY LINE TO THE POINT OF BEGINNING. APN: 6308-002-909 Resolution No. 2021-41 Page 104 of 179 __________________ 1.1-PE-1 4824-6640-2047v10/022487-0008 Schedule 1.1-PE Permitted Encumbrances None. Resolution No. 2021-41 Page 105 of 179 __________________ 2.1(b)-1 4824-6640-2047v10/022487-0008 Schedule 2.1(b) Electrical Interconnection Facilities Resolution No. 2021-41 Page 106 of 179 __________________ 2.1(c)-1 4824-6640-2047v10/022487-0008 Schedule 2.1(c) Pre-Ordered Equipment 1. Purchase Order No. MGS21896 issued by Colorado Energy Management, LLC to Cormetech Inc. dated April 22, 2021 for the supply, delivery and installation of two Catalysts, SCR1, SCR2 and related Standard Terms and Conditions between Colorado Energy Management, LLC and Cormetech Inc. dated October 14, 2013. 2. Purchase Order No. MGS22472 issued by Colorado Energy Management, LLC to Cormetech Inc. dated September 21, 2021 for the catalyst storage services and related Standard Terms and Conditions between Colorado Energy Management, LLC and Cormetech Inc. dated October 14, 2013. Resolution No. 2021-41 Page 107 of 179 __________________ 2.1(d)-1 4824-6640-2047v10/022487-0008 Schedule 2.1(d) Spare Parts PartBinExpectedQty.DescriptionComments/NotesUnitPriceInventoryValueMGSͲ0549616FLOOR1JournalbearinginletendRTD,249974ͲA,Bearings$48,301.61 $48,301.61MGSͲ0550815A1Valvestem,1CSD285882Ͳ15,Steaminletvalve$30,177.04 $30,177.04MGSͲ04692ELECTͲERͲ431Rectifier,CT2NewStyleBatteryCharger,1CS162941Ͳ2$27,346.70 $27,346.70MGSͲ0179714FLOOR2ACS600,ACN644Ͳ1385Ͳ6+V991,ACS600,Refurb#U68884454,CTGStartingMotorDrive $22,921.40 $45,842.80MGSͲ04691ELECTͲERͲ441UPSInverter,1CS163549Ͳ2$16,970.73 $16,970.73MGSͲ002468B231006638,Set,Shaftseal$16,850.00 $33,700.00MGSͲ0535514A2BearingLiningSet,3BSM025402ͲA$15,855.22 $31,710.44MGSͲ0159015FLOOR1PROMASSDN803"FuelMeter,Endress&HauserInc.5009670580F80,RepairedSpare $15,454.00 $15,454.00MGSͲ05942ELECTͲERͲ221IgnitionUnit,2404819Ͳ1,ExciterIgniter$14,050.32 $14,050.32MGSͲ005517A11CSD481186ͲK210,Seal,Oil,STG,499ACLͲ01Ͳ54,???2pcs.$11,530.00 $11,530.00MGSͲ01000FILTERWALL1EyeͲHyeControlUnitsandLevelIndicator$10,911.00 $10,911.00MGSͲ005507A11CSD481186ͲK110,Seal,Oil,STG,2pcs.$9,680.00 $9,680.00MGSͲ0572715A1Pistonrod,1CSD285683Ͳ1$5,931.62 $5,931.62MGSͲ0624213A1Assembly,O2Sensor,049210000$5,885.44 $5,885.44MGSͲ05982ELECTͲERͲ122CS3000With3Serial,4RJ45INT.,EnhancedLAN,CSTOPAEL0$5,138.40 $10,276.80MGSͲ010035FLOOR1CISCOSampleLine,5/16sstube,typeJthermocouple,208V3phase,155'long $5,120.00 $5,120.00MGSͲ02762ELECTͲERͲ221SX12C300,LVDTLinearDisplacementTransducer$4,743.54 $4,743.54MGSͲ04857FILTERWALL1ABB37KW1800RPM,IP55225FrameB5FlangeFootless,Motor$4,649.94 $4,649.94MGSͲ02021ELECTͲERͲ281ControlPulseUnit,3BSM000313ͲA,AUX0043211,STG,ABB $4,431.96 $4,431.96MGSͲ00411ELECTͲERͲ2346052C31MiniPressureSensor,M5x0.5,CombustionEnginePulsationprobe,Kistler $4,089.12 $16,356.48MGSͲ0463214C3ABBSlidingBearing#FA40L/H324320,CTGStarterMotorBearing$3,992.67 $11,978.01MGSͲ005488B1301089Ͳ1,Seal,Oil,STG$3,760.00 $3,760.00MGSͲ043103C1MAXFire10GasIgniter,Length46"(1168.4mm)383702Ͳ17,DuctBurnerHRSG $3,727.71 $3,727.71MGSͲ0578315A1Somassparepartkit,397992Ͳ151$3,639.78 $3,639.78MGSͲ0620311B1MechanicalSeal,JohnCranetype48LP,P/NM222888$3,549.29 $3,549.29MGSͲ02965ELECTͲERͲ531MOOGServoMotorModel#G423Ͳ824A,G400Series,CTGIGVGasValve$3,356.34 $3,356.34Resolution No. 2021-41 Page 108 of 179 __________________ 2.1(d)-2 4824-6640-2047v10/022487-0008 PartBinExpectedQty.DescriptionComments/NotesUnitPriceInventoryValueMGSͲ007383C1FiberOpticConverter,XͲIRDualSensor(SGTͲ600/800)BFI,CTGFlameScanner $3,173.94 $3,173.94MGSͲ06098ELECTͲERͲ311Ultramat6PCBoard,Main,Firmware,English,C79451A3478D508$3,104.33 $3,104.33MGSͲ060066B1Seat,ValtekTrimSet,HPDrumLCV$3,044.10 $3,044.10MGSͲ06233ELECTͲERͲ571MoogController,Model#G392Ͳ012Ͳ000Ͳ02ͲL$3,019.65 $3,019.65MGSͲ05464ELECTͲERͲ381BentlyNevada,3500/50TachometerModule,159434Ͳ01$2,733.83 $2,733.83MGSͲ005538B2Probe,SpeedPickͲup,ProximityTransducer,STG,1CSD295398Ͳ2$2,685.00 $5,370.00MGSͲ007173C1CTGFlameScanner,FiberCable,S730.3.5m,XͲIRFiberOpticCable, $2,656.02 $2,656.02MGSͲ0032610B11CSD285496Ͳ21,Kit,GlandSet,Chesterton$2,630.00 $2,630.00MGSͲ002628B1InductiveTransducer1CSD284608Ͳ1supersededby399608Ͳ1Drawingno.1CSP285677ͲA $2,528.36 $2,528.36MGSͲ005497A1240851Ͳ14,OILSeal,STG,2pcs.$2,510.00 $2,510.00MGSͲ03628ELECTͲERͲ221CH53522,ChampionCable,CTGIgniterCable,RCH53522ABB$2,483.57 $2,483.57MGSͲ053743C1BFI#G601Type3001,FlameAmplifierPlugͲInModule,AnalogBarDisplay $2,479.50 $2,479.50MGSͲ0619515A1ButterflyValve,1CS177686Ͳ1$2,413.37 $2,413.37MGSͲ05941ELECTͲERͲ221Cable,2404822Ͳ4,IgnitionExciterCables,IgniterCable$2,302.41 $2,302.41MGSͲ006228A1InlinePressureTransmitter,3051TG4A2B21AFoundon1A$2,281.64 $2,281.64MGSͲ05956ELECTͲERͲ472ABBNXPPͲ03CControlDistrBd#64120603$2,274.32 $4,548.63MGSͲ00728ELECTͲERͲ392330101Ͳ00Ͳ27Ͳ50Ͳ02Ͳ05,ProximityProbe,CTGBentlyNevada$2,187.00 $4,374.00MGSͲ019615A1304LS.S.shaft2.687dia.X29.31o.a.l,DilutionBlowerShaftHotGasFan $2,134.31 $2,134.31MGSͲ016934A11OFA1029464CROSSHEADGROUPHEAVY$2,069.93 $2,069.93MGSͲ016924A110103523RODASSYCONNABUSHW/OBRGREPLACES1029463GasCompressorParts $2,059.12 $2,059.12MGSͲ03248ELECTͲERͲ261HMT330,3G0A021BCAC100A1AAABAA1,HumidityandTemperaturetransmitter,HMT333 $1,983.80 $1,983.80MGSͲ059482A1DifferentialPressureTransmitter(GS01C31B01Ͳ01EN)EJA110EͲJMS5JͲ917NB/FS1 $1,912.53 $1,912.53MGSͲ0578415A1Inductivetransducer,399608Ͳ1$1,842.89 $1,842.89MGSͲ059492A2DifferentialPressureTransmitter(GS01C31B01Ͳ01EN)EJA110EͲJHS5JͲ917NB/FS1 $1,806.56 $3,613.11MGSͲ0398211A1MechanicalSeal,MC100Ͳ300,104923137780“HPFeedPump”(Refurbished) $1,790.60 $1,790.60MGSͲ0355710A1CY53429AͲD4,CoverFML1K,CCN:78785532,MakeͲupPump$1,774.52 $1,774.52MGSͲ014143A1REPAIRKITPUMP,K35RL68EE001000SSͲ8,RebuildKitforAmmoniaPump $1,754.55 $1,754.55MGSͲ0531913A1CD,PMT(R928),NOX,011930100,CEMSAnalyzer$1,754.14 $1,754.14MGSͲ060046B1UpgradeplugareawithInconel,ValtekTrimSet,HPDrumLVC$1,752.00 $1,752.00MGSͲ05242ELECTͲERͲ555BleedValvePositionerwithFeedbackSIPARTPS21P,6DR50100NG310AA0SOMAS $1,711.49 $8,557.45Resolution No. 2021-41 Page 109 of 179 __________________ 2.1(d)-3 4824-6640-2047v10/022487-0008 PartBinExpectedQty.DescriptionComments/NotesUnitPriceInventoryValueMGSͲ033449B1E310Ͳ100Ͳ20,RVͲMDRegulator $1,709.88 $1,709.88MGSͲ06188ELECTͲERͲ361DETͲ1010ADͲDetektorGJͲEXd(ATEX)ͲSENͲ1050SensorforMethane$1,677.36 $1,677.36MGSͲ0484014C1PressureTransmitter4Ͳ20A,3051CD1A02A1AS5M5T1,SurplusLevel1$1,635.00 $1,635.00MGSͲ00331ELECTͲERͲ332PanelView55024VDCTouchOnlyTerminalWithEtherNetIPCom&RSͲ232PtrPort $1,604.70 $3,209.40MGSͲ061096A1M511A933SMDD27ͲJSHydr.Pump$1,541.23 $1,541.23MGSͲ0578115A4Pt100Ͳsensor;Element2xPT100,304397Ͳ1$1,541.00 $6,164.00MGSͲ062258A1Lafert5.5HP230/460V9LIECPremium,B5Flange,AMPH100LCA2Ͳ460$1,526.03 $1,526.03MGSͲ0496410B1StuffingBox,SplitCarbonSleeve,40StuffingBox,1CSD285496Ͳ24$1,516.90 $1,516.90MGSͲ0572515A1Splitcarbonsleeve,1CSD285496Ͳ24$1,503.44 $1,503.44MGSͲ031675C1451118Ͳ03,MechanicalSealNonDrivenEndforvacuumpumpp/n451118 $1,498.75 $1,498.75MGSͲ06200CODECAGE1PartͲ3"JamesburyBallValve,915031223XTZ1C,RevisedTypeReplacesold,BareSt $1,473.00 $1,473.00MGSͲ007194B1SolenoidProximitySwitch,Valve:24VDC22mA,Switch:24VDC2Amp,1CS17031Ͳ2 $1,385.00 $1,385.00MGSͲ050823B1DriveshaftADDAXFlex,Element650Series,200917Ͳ065,E05604,CoolingTower $1,384.62 $1,384.62MGSͲ0625415C2HMPXͲHumidityandTemperatureProbe, $1,373.72 $2,747.43MGSͲ035998C1Copperbulbandcapillarywith32'capillary14"bulbwithSSTarmor90Ͳ140deg. $1,333.07 $1,333.07MGSͲ00329ELECTͲERͲ321AnalogOutputͲCurrent/Voltage8Pts(20Pin)$1,278.75 $1,278.75MGSͲ0205010C1Siemens,PressureTransducer,3820530Ͳ19$1,271.93 $1,271.93MGSͲ03568CODECAGE1Jamesbury7150312236XTZ1BallValve3"150#CarbonSteelExtremePTFESeals $1,265.49 $1,265.49MGSͲ00332ELECTͲERͲ321ControlLogixEtherNetIP10/100BridgeModuleͲTwistedPair$1,260.00 $1,260.00MGSͲ0554411A1SLEEVE,HPBFWPUMP$1,231.86 $1,231.86MGSͲ0020710FLOOR1Motor,3Phase,Hp:7.5,RPM:1750,Volts:460,ByͲpassCooler,GasCompressor $1,195.24 $1,195.24MGSͲ06055CODECAGE12"800316SSTHRDPistonCheckOMB840Ͳ316Ͳ12ͲTHRD$1,195.00 $1,195.00MGSͲ00412ELECTͲERͲ233STCMISC.D,2661ͲSͲ1Ͳ025Ͳ053,ChargeAmplifier,10mV/pC,25HzͲ5kHz&SupplyͲ24 $1,188.08 $3,564.23MGSͲ019411D1BLOWDOWNVALVEREBUILDKIT,54386560,VNEWͲ0500N,AirCompressor $1,175.52 $1,175.52MGSͲ0324213C2PDͲ50TͲ24E,24"replacementmembraneDryerelement,CEMS$1,153.84 $2,307.67MGSͲ0567014B1HYTORKXL426SR80ReturnFailCloseActuator$1,137.99 $1,137.99MGSͲ01951ELECTͲERͲ294DoubleBrushHolder,AUX0043752,3BSM003515Ͳ1,ABB,STG$1,133.60 $4,534.40MGSͲ028106C1ActuatorStem,Valtek,HPFlowControl$1,113.75 $1,113.75MGSͲ036108C3Unitorq,M104PneumaticFailCloseActuator,110VACSolenoidand110VACLimitSw $1,107.44 $3,322.32MGSͲ023333A1SOMCSͲ5OuterMagnet$1,061.01 $1,061.01Resolution No. 2021-41 Page 110 of 179 __________________ 2.1(d)-4 4824-6640-2047v10/022487-0008 PartBinExpectedQty.DescriptionComments/NotesUnitPriceInventoryValueMGSͲ0623511A1InproSeal,ReplacementIsolator,VB45ͲUAͲ86145Ͳ5,HPBFP,Bronze$1,044.64 $1,044.64MGSͲ033981D13199,P/N50295209Model702.02.415G1/4FFF850.3,MicroSwitch850.3,STG $1,031.46 $1,031.46MGSͲ0573115A2Solenoidvalve,1CSD287306Ͳ1$1,020.54 $2,041.08MGSͲ00363ELECTͲERͲ3813500/15ͲBentleyHighVoltageDCPowerSupplyModuleͲ129486Ͳ01$1,019.00 $1,019.00MGSͲ0318311B1Impeller,6.5",1K1.5X1Ͳ82/1.5X1.5USͲ82/ESP3RVCCN:78766946P/NMY50754A82ͲDCI $1,012.61 $1,012.61MGSͲ0149811B15611StandardBoreSealtofit1.875Shaft,CondensateTransferPump$1,005.16 $1,005.16MGSͲ00330ELECTͲERͲ321AnalogInputͲCurrent/Voltage16Pts(36Pin)$997.50 $997.50MGSͲ0552811A1SKFMetricTaperRollerBearingAssembly,31312ͲJ2/QDF,HPBFP$950.37 $950.37MGSͲ026865B1ReplacementCastAluminumHeatSlinger,2Ͳ11/16"Borefor45Ͳ1R,DilutionBlower $939.58 $939.58MGSͲ00364ELECTͲERͲ3823500/15ͲBentleyLowVoltageDCPowerSupplyMod133292Ͳ01$908.00 $1,816.00MGSͲ00362ELECTͲERͲ3813500/15ͲBentleyACPowerSupplyͲ127610Ͳ01$908.00 $908.00MGSͲ0330710C1TimaxPressureRegulator60bar2001/m,InletG3/4"FOutletg1/2"F,WaterWash $898.80 $898.80MGSͲ0204510C1GTE,P/N20219,WaterWashNozzleAdapter,SGTͲ800Turbine$895.00 $895.00MGSͲ0581115A1Sealingkit,E1B100003836,BoltTensionerM64X6$874.91 $874.91MGSͲ003066A2Pump,STGHydraulicOil,Rebuilt$856.96 $1,713.92MGSͲ026893A1Kit,gasket,plug,stem,seatring,jamnut,GE46393X092,AmmoniaControlValveFoundon2A$846.93 $846.93MGSͲ0623711A1InproSeal,ReplacementIsolator,VB45ͲUAͲ19634Ͳ5,Bronze$842.50 $842.50MGSͲ016664A14Ͳ102207PISTONHALF837.50CI3.5CE$838.22 $838.22MGSͲ0531813A1011310000,ASSY,DRYER,NOX,CEMSAnalyzer$837.38 $837.38MGSͲ059466C1GasketKitSC/V250,33257,CCIValve,Actuatorsoftgoodskit$834.39 $834.39MGSͲ0623811A1InproSeal,ReplacementIsolator,VB45ͲUAͲ53239Ͳ5,Bronze$826.73 $826.73MGSͲ060056C4PistonRingsforHPDrumLCV,ValtekTrimSet$817.31 $3,269.24MGSͲ030111D2PressureTransducer,39853809,AirCompressorTransducer$811.16 $1,622.31MGSͲ058879B1E05C32E2EB6GR,3/4,3.50/60/208Ͳ230Ͳ4602PTE,Motor,Evappumpmotor $801.31 $801.31MGSͲ02621ELECTͲERͲ374330400Ͳ01Ͳ05,Accelerometer,ForCTG$784.80 $3,139.20MGSͲ019401D4CheckValveRebuildKit2",22383046,VKITͲ4951N,AirCompressorcheckvalve,dis $783.98 $3,135.92MGSͲ0532013A1ASSY,VALVES,MOLY/HICON,044610100,CEMSAnalyzer$776.48 $776.48MGSͲ05155ELECTͲERͲ407PowerSupply;ACͲDC;24V@40A;Enclosed;DINRail;QuintSeries,2866789 $762.65 $5,338.56MGSͲ027061C1ClarkRelianceProbeFG031RK,Includes(2)Gaskets,DriplegsensorProbe $733.57 $733.57MGSͲ06304CODECAGE12"SA335P22SCH80pipe,8'$689.06 $689.06Resolution No. 2021-41 Page 111 of 179 __________________ 2.1(d)-5 4824-6640-2047v10/022487-0008 PartBinExpectedQty.DescriptionComments/NotesUnitPriceInventoryValueMGSͲ00327ELECTͲERͲ321AnalogInputͲCurrent/Voltage8Pts(36Pin)$682.50 $682.50MGSͲ0622213A4AnnualMaintenanceKit,T701H,&701H,064780000,CEMS$680.74 $2,722.96MGSͲ016674A24Ͳ1C2191PISTONHALF837.50CI3.5HE$654.23 $1,308.46MGSͲ0581015A1Sealingkit,E1B100003816,BoltTensionerM72X6$652.62 $652.62MGSͲ00736ELECTͲERͲ376330500Ͳ02Ͳ00,VelomitorͲ2WireGenerator$651.82 $3,910.92MGSͲ0330810C1PressureSwitch,Ul/CSA,GasTurbineWaterWashUnit$637.65 $637.65MGSͲ043389A104.4744.906,AGCOSoftGoodsKit4"96AEPR,AmmoniaTankVacuumBreaker $637.40 $637.40MGSͲ036965C1SolenoidValve,forActuatedButterflyValve,120VACmodel433790Y,VacuumSkid $637.21 $637.21MGSͲ005753C1CableAssemblyHESISer90#12,5ͲFt,361864Ͳ09,IgniterCableHRSG$636.91 $636.91MGSͲ0496510B1SpringPack,LiveLoadASSY,50StuffingBox,1CSD285496Ͳ5$634.38 $634.38MGSͲ02152ELECTͲERͲ311Teledyne,041800500,PCA,PMTPREAMPK,TML41,CEMSAnalyzer$627.84 $627.84MGSͲ02598ELECTͲERͲ292248RANAF6,TemperatureTransmitterrailmount,ForSTGInletCasingTemperature $627.68 $1,255.35MGSͲ0350011B1CY21361ABͲ316,ShaftGP2OnePiece,CCN:78985322,PumpTypeMK3STD $624.57 $624.57MGSͲ04328ELECTͲERͲ283Thyristor,Ͳ3BSM000249Ͳ1,Generator,ABB,AUX0043213, $604.95 $1,814.85MGSͲ00405ELECTͲERͲ286Diode,3BSM000248Ͳ1,AUX0043212,STG$594.55 $3,567.32MGSͲ062068A1AshcroftB461VͲXFM06Ͳ30"H2O,pressureswitch,scannerairblower$571.67 $571.67MGSͲ0623611A1InproSeal,ReplacementIsolator,VB45ͲUAͲ16505Ͳ5,Bronze$571.59 $571.59MGSͲ059475B2NOZZLETip,(170.641)993.714.17.01.00.0$563.36 $1,126.71MGSͲ0130315FLOOR1EMERGENCYSPARE,CEM3615TBaldor5HP5/1800/230Ͳ460/3/60/184TCͲWͲB/TE/Baldor $553.59 $553.59MGSͲ0438214C1ConductivitySensorͲEnduranceScrewͲinVariopolConn.(400VP)Model#400VPͲ13 $549.36 $549.36MGSͲ05957ELECTͲERͲ478BUSSMANNFuse,1100A1250V,170M6149ͲN$542.03 $4,336.20MGSͲ0219511B1Flowserve,BearingOBOILGP3MK3Style,AY58152AͲSR,CCN:79011946,DurcoPump $535.19 $535.19MGSͲ02083ELECTͲERͲ5128Ͳ440005Ͳ00910RTD,WELDED,9.1x.098DiaͲ40to850F1/8NPTwire,Annubar $529.03 $529.03MGSͲ062551B1ASCO8321G1Ͳ001SolenoidValve,120VAC$527.67 $527.67MGSͲ05288ELECTͲERͲ32HMPCE100R3CͲN,100A3P600VMotorCircuitProtector.CutlerHammer$516.57 $1,033.13MGSͲ0106316FLOOR4PleatedSyntheticFilterElement10micronabsolute17"LongBunaSeals,CTGOIL $509.91 $2,039.62MGSͲ017326C1GASKETBONNETforCCISteamConditioningValveVDAͲ18RR/4$509.10 $509.10MGSͲ048209A1FDU90ͲRN2AA,FDU90Ͳ10R4/0ProsonicSFDU90,Level,Sensor,ParshallFlume $491.36 $491.36MGSͲ0240411A1Orifice,Pos.23forARVtypeTDM118UVWSͲCS,Schroedahl$487.23 $487.23MGSͲ0432614A6Heater,Generator,66770037ͲB,AUX0043227$451.07 $2,706.42Resolution No. 2021-41 Page 112 of 179 __________________ 2.1(d)-6 4824-6640-2047v10/022487-0008 PartBinExpectedQty.DescriptionComments/NotesUnitPriceInventoryValueMGSͲ06268CODECAGE11"SA106BSCH160pipe,8'$439.90 $439.90MGSͲ06303CODECAGE13/4"SA335P22SCH160pipe,8'$438.80 $438.80MGSͲ031655C1451118Ͳ01,BallBearing,NonDrivenEnd,forvacuumpumpp/n451118$437.05 $437.05MGSͲ031922C6DwyerCapsuhelicGauge,4010,0Ͳ10inchH2O$424.01 $2,544.06MGSͲ0330210A1SHAFTGP1KSolid,CCN:78790268,Part#CY50682AAͲBB$421.83 $421.83MGSͲ01105FILTERWALL17TRIPODRetrofit,SS,FILTERHOUSING,InletFilterTripod,3rdFloor$419.65 $7,134.05MGSͲ036975C1PositionIndicator&Housingwith2ͲSPDTLimitSwitches,408194JͲ05,VacuumSkid $414.20 $414.20MGSͲ00517ELECTͲERͲ372130539Ͳ17,330400ACCLSplashResistantCable$410.93 $821.86MGSͲ00334ELECTͲERͲ321N.O.IsolatedRelayOutput16Pts(36Pin)$401.25 $401.25MGSͲ06266CODECAGE13/4"SA106BSCH80pipe,8'$399.10 $399.10MGSͲ05157ELECTͲERͲ404RedundancyModuleDINRail24VDCQUINTͲORING/24DC/2X40/1X80QuintSeries2902879 $398.21 $1,592.84MGSͲ0515011A1SKFRollerBearing,NU214ECM/C3,HPBFPDriveEndRadialBearing $392.71 $392.71MGSͲ0501213B2SpiralPTFEOͲringsetforheatedflowmeter,2ringsperset,91F1040$390.22 $780.44MGSͲ0605614B827cmx27cmFilterSeperator,SyntheticMedia,HP2727L11Ͳ1MB$386.73 $3,093.82MGSͲ059131B4StonelSwitch,QX2VB02SDM,ReplacementforSerialNumberMM23017$385.44 $1,541.76MGSͲ0277011C1SparePartsKitFM50PVTSigma1,1010541SulfuricAcidBulkPumpCoolingTower $373.66 $373.66MGSͲ0619212FLOOR6HyͲProHPQ39GasFilter,CrossfromELTͲ110HPQ390081SL19ͲCOVͲWS,CTGGasFilter $368.92 $2,213.53MGSͲ06270CODECAGE111/2"SA106BSCH80pipe,8'$366.03 $366.03MGSͲ00516ELECTͲERͲ393330180Ͳ50Ͳ05,3300XLProximitorCTG/STGBentlyNevada,STG$357.52 $1,072.56MGSͲ008636C5PackingSet,Single,Square,1.12Stem,Pac,024244.CDT.000,10053175$354.82 $1,774.08MGSͲ0566015A1Plug,253086Ͳ1$354.00 $354.00MGSͲ0609015A2FabricPatchRepairKit/OutletBellow,1CS178203Ͳ1$353.69 $707.37MGSͲ02444ELECTͲERͲ42SM5VDͲFͲ8NͲGͲS316,5ͲValveSingleFlangeManifold,GrafoilPacking,1/2"FNPT $348.80 $697.60MGSͲ01785ELECTͲERͲ476BUSSMANNFUSE630A125OV3SHT0.1707DENMARK010215/00020,170M6205 $347.72 $2,086.30MGSͲ04052ELECTͲERͲ361RK221052ͲAH,RXME1,ABB,Relay,STGAutoSync$346.62 $346.62MGSͲ007503D1DetectͲAͲFireHeatDetectorP/N12ͲF27121Ͳ000Ͳ06325F,Fenwal$342.46 $342.46MGSͲ059321B1ASCO,EF8314H035120/60,Solenoid$341.91 $341.91MGSͲ06302CODECAGE11/2"SA335P22SCH160pipe,8'$341.78 $341.78MGSͲ038474B2MechanicalSeal,2Ͳ477Ͳ289Ͳ999Ͳ00,Viton,GasCompressorPreͲlubepump $340.83 $681.66Resolution No. 2021-41 Page 113 of 179 __________________ 2.1(d)-7 4824-6640-2047v10/022487-0008 PartBinExpectedQty.DescriptionComments/NotesUnitPriceInventoryValueMGSͲ0265013B2AirDryerSolenoidMaintenanceKit,SkinnerValveRebuildKit,P200499S,CEMS $325.06 $650.12MGSͲ002607B11csp285677ͲA,SolenoidValve$325.00 $325.00MGSͲ0614114B2FlowRestrictionOrifice,7Holes,1/4"Thick,316SS$323.99 $647.97MGSͲ0596215A1ThermocoupleTypeN,2422507Ͳ1$322.59 $322.59MGSͲ0478610A1M3GP1KRKͲTSSR,KitRepairGP1KW/LipSeals,CCN;75700542$321.55 $321.55MGSͲ001984C1055586.999.000,Ass'y,Actuator,SlidingSeal,Size50,Rotary,3.25Stroke$311.76 $311.76MGSͲ002014C1ValveRepairKitͲ154F3D6"CheckValveBothGasketsVKITͲ4152GasCompressor $309.73 $309.73MGSͲ032431B1314491ͲMO,ASCOrebuildkitfor8316AC$308.52 $308.52MGSͲ036882A1ThermoElectric4AE3/4Ͳ1/2Ͳ8PͲRTDSL14Ͳ041(F22)6.5Ͳ5,HPbypassthermowellRTD $306.19 $306.19MGSͲ06269CODECAGE111/4"SA106BSCH80pipe,8'$303.19 $303.19MGSͲ04664ELECTͲERͲ541GEIndustrialMotorStarterContactorCR120B080SeriesA,NemaA600/P300 $299.75 $299.75MGSͲ059221B1SolenoidValveCoilInsulationClassF120VACVoltage10.1Watts,2HTT9$297.84 $297.84MGSͲ062323B1Flowmeter,50GPM,150PSI,1,InlineMechanicalFlowmeter,Item#22UM69 $297.41 $297.41MGSͲ001294C3MainOilPumpSprocket,7ͲPSͲ2575,SPKTͲ0004N,GasCompressor, $294.21 $882.62MGSͲ0070413C3PD684Ͳ0K1,LoopͲPoweredFlowRate/TotalizerforSafeArea$293.21 $879.63MGSͲ01916ELECTͲERͲ232MEASURINGPOINT,Siemens$292.16 $584.32MGSͲ0614314B2FlowRestrictionOrifice,NOHoles,1/4"Thick,316SS$290.18 $580.35MGSͲ04398CODECAGE111FͲCB2NewcoGateValve2"150#FlangeAPI600A216WCBAPI8trim$287.00 $287.00MGSͲ06265CODECAGE11/2"SA106BSCH160pipe,8'$285.55 $285.55MGSͲ04053ELECTͲERͲ361RD221025ͲAD,RXME1,ABB,Relay,STGAutoSync $282.31 $282.31MGSͲ051628A100118ES3ED56CMotorWEG$278.73 $278.73MGSͲ04779ELECTͲERͲ391330101Ͳ00Ͳ48Ͳ10Ͳ02Ͳ05,Probe33008MMBently3/8Ͳ24UNF,1.0metre,STG $277.95 $277.95MGSͲ04780ELECTͲERͲ391330101Ͳ00Ͳ88Ͳ10Ͳ02Ͳ05,Probe33008MMBently3/8Ͳ24UNF,1.0metre,STG $277.95 $277.95MGSͲ059541D1KunkleValve,Model0020ͲD01ͲMG,3/4"100PSIG,AirCompressorOilReliefValve, $269.11 $269.11MGSͲ04777ELECTͲERͲ391330105Ͳ02Ͳ12Ͳ05Ͳ02Ͳ00,Probe33008MMBentlyRVSMNT,0.5metre,STG $262.69 $262.69MGSͲ016914B31029368PINCROSSHEAD332,GasCompressor$257.00 $771.00MGSͲ048226A1Leeson.75KW,1750RPM,FR.D80C,230/460Volts,60cyc,3phase,CoolingLoop $254.81 $254.81MGSͲ062343A2RollerAssyCMPL(ROTOR)NorpreneforA2SERPump,A2ͲSTHͲR$245.73 $491.47MGSͲ003747B21CSD335582Ͳ1,Filter,Air,007L003P$245.00 $490.00MGSͲ0514911C4FloatDrainG3152270,FloatDrain,AirDryer$241.53 $966.13Resolution No. 2021-41 Page 114 of 179 __________________ 2.1(d)-8 4824-6640-2047v10/022487-0008 PartBinExpectedQty.DescriptionComments/NotesUnitPriceInventoryValueMGSͲ000031C1Relay,Module,120/240VAC,5A1/10HP$241.00 $241.00MGSͲ018095B3Rexnord,7300035E30ELEMENTOMEGA,DilutionBlowerCoupling$240.72 $722.16MGSͲ000495C3RCͲ100,IonExchageResinColumn,7Ͳ00816B,SamplePanel$239.80 $719.40MGSͲ061482B1ExtremeͲTempPressureGaugeNylonCase,1/2NPT,FlangeMount,4Ͳ1/2"Dial,0Ͳ60 $235.78 $235.78MGSͲ00935FILTERWALL8JonellJMG336ͲR,Microglass,tinnedsteelcore/endcaps,.3micron,36"Lx4.5 $233.64 $1,869.08MGSͲ03958ELECTͲERͲ391330130Ͳ080Ͳ00Ͳ05ExtensionCableSTGBentlyNevada,STG$229.99 $229.99MGSͲ022213B2Swagelok,SSͲ45F8,BallValve,ON,OFF,2Way,1/2"FNPT,Cv6.3,RO$229.14 $458.28MGSͲ00333ELECTͲERͲ32110Ͳ31VDCInput16Pts(20Pin)$228.75 $228.75MGSͲ0066913B182000003Ͳ5,Flowmeter,TubeCube,0Ͳ5L/MIN$228.00 $228.00MGSͲ052442C2VacuumGauge4"DialDualScale0/30"H20Vacuun/Ͳ7.5KPA1/2"MNPTLowMt.SS $226.64 $453.27MGSͲ053052C2VacuumGauge,4"Dial,DualScale0/15"H20,Vacuum/Ͳ3.75KPA1/2"MNPTLowerM $226.64 $453.27MGSͲ019923B2Omntec,Leveldetectorsensor,LSͲASC,oilcollectionsump,LeakSensor$226.28 $452.55MGSͲ01849ELECTͲERͲ391Bentley,VibrationSensorExtensionCable96ft,84661Ͳ96$221.00 $221.00MGSͲ06267CODECAGE11"SA106BSCH80pipe,8'$219.40 $219.40MGSͲ038041B1ASCOEF8314H35Coil$218.00 $218.00MGSͲ02334ELECTͲERͲ4239587894,Button,EmergencyStop$217.46 $434.91MGSͲ03782FILTERWALL12HighͲEfficiencyPanelAirFilter2"Thick20x25Merv13,CTGControlModuleAC $213.77 $2,565.24MGSͲ0219411B1Flowserve,BearingIBGP3/3KOil,Y29790AͲSR,CCN:78924222,DurcoPump $213.64 $213.64MGSͲ0284412B2L1200FloatOperatedElectricScrubberLevelSwitch0.5Spec.Gravity,15700060 $213.37 $426.74MGSͲ00718ELECTͲERͲ37402173034,HTVSSpecialCable$212.55 $850.20MGSͲ02533CODECAGE1DK/Amans,SWIGateA105CR13HF3/4"1500,FIG#AAHͲ11ABͲNA1N$212.55 $212.55MGSͲ03553ELECTͲERͲ192CCSPressureSwitch,6900GZ22Ͳ7077,STGHydraulicandLOSkid$209.28 $418.56MGSͲ0427411B1DualPortOilSightGlass&LevelMonitor6"Tall,3/8"Side,OilSamplePoints $205.53 $205.53MGSͲ040969B10HeavyͲDuty55Gal.DrumLidͲTight,Black,7652,caseͲ25pcs$202.99 $2,029.90MGSͲ0244113A382020046,valve,backflush,CEMS$202.74 $608.22MGSͲ006112A1RDT,Thermocouple,4AE3/4Ͳ1/2Ͳ8(P)ͲRTDSC14Ͳ9.5"BN$201.76 $201.76MGSͲ04778ELECTͲERͲ391330130Ͳ040Ͳ00Ͳ05,33005MM&8MMExtensionCable,4.0metre,STG$201.65 $201.65MGSͲ034296B2BrookCromptonFan#T1SDB,STGlubeoilpumpA$200.29 $400.58MGSͲ006182C1Gauge,temperature,FlexibleProbe,32Ͳ572DEGF,1/2"PTx6.35Diax9"L$198.83 $198.83MGSͲ00336ELECTͲERͲ321AllenBradley,1756Chassis10slots$191.25 $191.25Resolution No. 2021-41 Page 115 of 179 __________________ 2.1(d)-9 4824-6640-2047v10/022487-0008 PartBinExpectedQty.DescriptionComments/NotesUnitPriceInventoryValueMGSͲ010444C24PS2575,SPROCKETLUBRICATOR332,LubricatorSprocket,GasCompressor $189.16 $378.32MGSͲ0232211C3KeltecFilterElement,FGD26VEͲRCB,replacesͲFIL26DE$188.33 $564.99MGSͲ027815B25351Ͳ04,ServiceKit,HRSGCoalescingairfilter$180.40 $360.79MGSͲ0232111C3Model#FIL26CEFilterElement,AirDryer,Lower,FILTͲ31N$179.79 $539.36MGSͲ0358111A1412.21,OͲRing,104921031937,Sulzer,HPFeedPump$177.45 $177.45MGSͲ03554ELECTͲERͲ192CCSPressureSwitch,6900GZ14Ͳ7077,STGHydraulicandLOSkid$176.58 $353.16MGSͲ03555ELECTͲERͲ191CCSPressureSwitch,6900GZ16Ͳ7077,STGHydraulicandLOSkid $176.58 $176.58MGSͲ05181ELECTͲERͲ944006380PressureSwitch,AirDryers$176.05 $704.18MGSͲ0616011B13310AC3,SKFBearing$175.20 $175.20MGSͲ031715C1451118Ͳ13,BearingNutLockingNonDrivenEnd&DrivenEndforvacuumpumpp/n $174.81 $174.81MGSͲ05158ELECTͲERͲ403RedundancyModuleDINRailQUINTͲORING/24DC/2X10/1X20QuintSeries,2320173 $172.05 $516.14MGSͲ02255FILTERWALL3KeltecFilterElement,KC320Ͳ002,replacesIR39207964$161.64 $484.93MGSͲ06271CODECAGE12"SA106BSCH80pipe,8'$160.97 $160.97MGSͲ0466610A1Orifice,MBX10BP005,2029208Ͳ4,CTGPulsation$159.15 $159.15MGSͲ0466710A1Orifice,MBX10BP010,2029208Ͳ3,CTGPulsation$159.15 $159.15MGSͲ029863B1MaintenanceKitofrLiquidProSeriesPumps,LmiMiltonRoy#RPMͲ392Ͳ398 $155.74 $155.74MGSͲ044951C1ClarkRelianceRK33RepairKitforZG020RKProbes$154.27 $154.27MGSͲ044941C4ClarkReliance,RK32RepairKitforFG031RKProbes$150.02 $600.06MGSͲ053681B1QuickͲSetPressureͲRegulatingValveforWater,1NPTFemaleInletxOutlet $146.37 $146.37MGSͲ019813D1ALCOPressureSwitchPSͲ1ͲX4A15Ͳ290PSI,PN73446303Ͳ0825,JockeyPump,Fire $146.06 $146.06MGSͲ0429514C2LeakDetectionSensor,P/N293998, $145.21 $290.42MGSͲ0559314B2SHIMSET,2421205Ͳ2$145.03 $290.07MGSͲ0559914B2SHIMSET,2421206Ͳ2$145.03 $290.07MGSͲ0560014B2SHIMSET,2421206Ͳ3$145.03 $290.07MGSͲ060623A1Impellerfor1HPPump,V100200Ͳ3,SumersiblePump$145.00 $145.00MGSͲ03251ELECTͲERͲ191CB111ͲB2AͲ050ͲZ,Twisted,shieldedpaircable,yellowteflonjacket,190"OD $138.98 $138.98MGSͲ06312CODECAGE22"SA182F223000#90degelbow$137.82 $275.63MGSͲ0619916A10StarlineBallValve116ͲGGGͲGDN10PN40NPTfullbore,30pcebodyA479TP316/316 $135.28 $1,352.80MGSͲ0358011A1412.20,OͲRing,104921027537,Sulzer,HPFeedPump$130.68 $130.68MGSͲ060831B1PremiumActuatedON/OFFValve,EnergyͲEfficient,120VAC,1/2NPTFemale,ASCO $130.10 $130.10Resolution No. 2021-41 Page 116 of 179 __________________ 2.1(d)-10 4824-6640-2047v10/022487-0008 PartBinExpectedQty.DescriptionComments/NotesUnitPriceInventoryValueMGSͲ001224C3ChainRoller332C35Ͳ103ͲPSͲ63,CHNROͲ0001N,GasCompressorParts$128.58 $385.73MGSͲ061942B1TestGaugeforPress.withGlowͲinͲTheͲDarkDial,VibrationResis,1/2NPTMale $128.02 $128.02MGSͲ06264CODECAGE11/2"SA106BSCH80pipe,8'$127.89 $127.89MGSͲ061479C3HP75L8Ͳ12MB,FilterCart,PleatedSynthetic,12micronabsolute,8"L,BunaSeal $127.42 $382.25MGSͲ0571415A1Insulatedcomponent,1CSA15889Ͳ1,GroundingTool$127.02 $127.02MGSͲ061469C4HP75L8Ͳ25MB,FilterCart,PleatedSynthetic,25micronabsolute,8"L,BunaSeal $125.93 $503.70MGSͲ06140CODECAGE1BONNEYForgeHLͲ31ͲSW3/4Globe3/4800#A105SWHFSBB$125.00 $125.00MGSͲ060921B3SpaceͲSaverCompressedAirFilter/RegulatorSMCModular,AluminumBody,3/8NPT $121.63 $364.89MGSͲ060479C1Microglassmedia/needledpolyestersupport,Tinnedsteelcore/endcaps.3micron $121.00 $121.00MGSͲ003226A6HP165RNL9Ͳ3MSB,SSpleatedfilterelement,3micronabsolute,8.910"Long,Buna $120.23 $721.38MGSͲ048769B2NorgrenModularSpaceͲSaverFilter/RegulatorCompressedair1/4NPT60SCFM@100PSI $120.03 $240.05MGSͲ0535714A8GENHOSEͲDE,AUX0044598,3BSM033045Ͳ1$119.94 $959.53MGSͲ0490014C4PackingSetͲP/NV368489,Grafoil.75"StemDesuperheaterSprayValve$118.08 $472.31MGSͲ0619615A2SheetGasket,T3712Ͳ228$117.90 $235.80MGSͲ032541A4ASCOͲSC8551A001MS,PilotSolenoidValve,24VDC$117.40 $469.58MGSͲ049484C3VisualCycleIndicators,90ͲNMT,INDIͲ002N,SS,GasCompressor$116.46 $349.38MGSͲ021874C2CrankshaftSprocketDrive,2ͲPSͲ247TR,2ͲPSͲ247,GasCompressorParts$116.41 $232.82MGSͲ00787ELECTͲERͲ212037000Ͳ1,Thermoswitch$115.00 $115.00MGSͲ06308CODECAGE22"SA182F223000#coupling$114.66 $229.32MGSͲ0265113C1211005,Diaphragmrepairkit,Teflon/EPDM,CEMSPumpRebuildKit$113.46 $1,361.52MGSͲ02548FILTERWALL9GasCompressorMotorAirFilter,Custom,20"x44Ͳ1/4"x2"Filters$113.44 $1,020.93MGSͲ0152211B7318044oz.Oiler,itemNo:00827826,DurcoPumps$111.19 $778.35MGSͲ04702FILTERWALL21PleatedPanelAirFilterMerv8,16X30TradeSize2"Thick,PKof12$111.18 $2,334.78MGSͲ05203FILTERWALL22EFSF895%V4ͲBankFilter24x24x12,F8V41/1,GeneratorFiltration$111.05 $2,443.10MGSͲ002064A8GascompressorͲDischargevalverebuiltspare$110.39 $883.08MGSͲ019832B2Gauge,Temperature,0Ͳ200F,5"Dial,9"Insertion,1/2"NPT,B5A9ͲGG$110.00 $220.00MGSͲ019852B2Gauge,Temperature,150Ͳ750F,5"Dial,9"Insertion,1/2"NPT,B5A9ͲSS$110.00 $220.00MGSͲ019842B1Gauge,Temperature,50Ͳ550F,5"Dial,9"Insertion,1/2"NPT,B5A9ͲRR$110.00 $110.00MGSͲ019872B1Gauge,Temperature,0Ͳ200F,5"Dial,6"Insertion,1/2"NPT,B5A9ͲGG$110.00 $110.00MGSͲ027904A8GascompressorͲSuctionValverebuiltspare$109.58 $876.62Resolution No. 2021-41 Page 117 of 179 __________________ 2.1(d)-11 4824-6640-2047v10/022487-0008 PartBinExpectedQty.DescriptionComments/NotesUnitPriceInventoryValueMGSͲ03728FILTERWALL16EFS24x24x24F6DepthLoadingSyn,F6RͲ242424Ͳ8FM$107.86 $1,725.75MGSͲ016904B41029180BUSHINGXHDPIN332,CrossheadPin,GasCompressor$106.56 $426.24MGSͲ060543A5Kit,BPRV,DiaphragmReplacement,6Ͳ04084A,SamplePanel$103.00 $515.00MGSͲ016854C11029181BEARINGHALFTHRUST,GasCompressor$101.59 $101.59MGSͲ0067713B1Valve,RotatingPlug,Brass,.281"Orifice,1/2"Tube,3000PSI@100DEGF $101.00 $101.00MGSͲ0065813B181020004,PressureSwitch,250VAC,5Amp,100PSI$99.70 $99.70MGSͲ0065913B181020005,PressureSwitch,250VAC,5Amp,250PSI$99.70 $99.70MGSͲ014976A1MoistureͲEliminatingBreatherVent1PipeSize,5Ͳ350Gallon,81/8",3297T33 $98.71 $98.71MGSͲ048043B1F1804SHL0,WilkersonPneumaticͲFilter,CTGInstrumentAir$98.10 $98.10MGSͲ050252D8Flowmeter7GPH316SSFLT316SSFTG316SSVLVEPDM1/4"FPT$97.26 $778.09MGSͲ024722B1TSS301L402E,4"SS,LiquidFilled,1/2"NPT,0Ͳ100PSI,Gauge$95.83 $95.83MGSͲ03250ELECTͲERͲ391AC102Ͳ1A,MultiͲpurposeAccelerometer,100mV/g,topconnector$94.00 $94.00MGSͲ009424C1RunRightTensionersͲRTN15,TensionerInchGal,Lovejoy,RTN15$92.83 $92.83MGSͲ0219211B1Flowserve,DeflectorIBGP3STD,AY2747AͲTFEC,CCN:79025417,Durcopump $92.65 $92.65MGSͲ0559114B4BalanceWeight,2420148Ͳ1$92.41 $369.62MGSͲ0624716B4CͲ782230633,27X21.5X1/8NOVUSHITempMicaRing$90.96 $363.83MGSͲ0459510A9FittedScrew,2420766Ͳ2$89.75 $807.72MGSͲ008736C3BonnetGasket,Spiral,5.69X5.19,0.19Thick,001240.868.000,10001459 $88.79 $266.37MGSͲ0325510B42425132Ͳ1,Transducer,Sipartbleedvalvetransducer$87.87 $351.48MGSͲ022536C3SubmersibleSSSolenoidValve,FluoroelastomnerSeal1/4NPTFemale,250PSI24V $87.33 $261.99MGSͲ0116810A1AY58148AͲSR,BearingOB1KOil,CCN:78799046,MakeͲupPump$87.20 $87.20MGSͲ060872C31/4NPTSpaceͲSaverFilter/RegulatorforIngersollͲRandModularCompressedAirF $86.42 $259.27MGSͲ0595213A8051990000,ASSY,Scrubber,InlineExhaust,Dispo,CEMS$85.12 $680.98MGSͲ0459710A6FittedScrew,2420766Ͳ1$82.84 $497.04MGSͲ04749ELECTͲERͲ242PaklokPlugAssy,SST,SensorI,28Ͳ503004Ͳ201,PackingSetAnnubarFlowMeter $81.76 $163.52MGSͲ031705C1451118Ͳ06,LipSealDrivenEndNonDrivenEndforvacuumpumpp/n451118 $81.21 $81.21MGSͲ02256FILTERWALL3KeltecFilterElement,KC230Ͳ015,replacesIR39207972$81.18 $243.53MGSͲ0608015A1SheetGasket,T3712Ͳ226$80.00 $80.00MGSͲ062439A6WRI4.75X5.5X6.562X7.531X0.175$79.22 $475.32MGSͲ0349911B2OILSEAL–BY50424CTSSR(2)$78.84 $157.68Resolution No. 2021-41 Page 118 of 179 __________________ 2.1(d)-12 4824-6640-2047v10/022487-0008 PartBinExpectedQty.DescriptionComments/NotesUnitPriceInventoryValueMGSͲ018616A2Spidexaluminumcouplingboared18mmw6mmkeyway1Ͳ3/8"keyway3/8keyway,Pump $78.24 $156.48MGSͲ0622313A10Kit,Probe,LowTemp,Complete,includesallgasketsandprobedisc.28500084Ͳ3 $78.21 $782.11MGSͲ00342ELECTͲERͲ312MVIͲ56ADMCommModule,isaProsoftproduct.CEMSPLCCommunicationCard $78.00 $156.00MGSͲ0224210C4T6266Ͳ140,Siemens,CT2,Borescope,Plugs,Plug,BoreScope$76.81 $307.25MGSͲ0616211B2BY5024D,Seal,TSSR$76.65 $153.30MGSͲ0457510B14FittedScrew,80049963Ͳ1,SSSClutchbetweengearbox&reductiongearbox $76.21 $1,066.97MGSͲ03729FILTERWALL4EFS12x24x24F6DepthLoadingSyn,F6R1/2Ͳ122424Ͳ4F$76.16 $304.63MGSͲ0166310B7SightGlass,30003ͲN15,LENS,70mmX15mm,TemperedBorosilicateGlass,GasTurb $74.12 $518.84MGSͲ028216C2SeatGasket,Spiral,4.88X4.50,0.12Thick,001242.868.000,10001491$74.10 $148.20MGSͲ0595313A4002730000,CD,Filter,665NM(KB),CEMS$73.37 $293.46MGSͲ024019B1GasketA055SENDPCLEPDMPXHSIND2GRE,SPX,FeedWaterCooler,Exchanger $73.25 $73.25MGSͲ0360013C2A16001PlateͲDiaphragm,CEM$73.03 $146.06MGSͲ0616111B16310C3,SKFBearing$71.18 $71.18MGSͲ048363A18A2ͲSNDͲTTubeAssembly3/8"TubeConnectNorprene.075ID,Watertreatementskid $70.91 $1,276.43MGSͲ049143A18A2ͲMNDͲTTubeAssembly1/2"NPTTubeConnectNorprene.075ID$70.91 $1,276.43MGSͲ025313C8CylinderValveCO2ͲTypeK85Ͳ20.0ͲS9P/NF82Ͳ9759,FireExtinguisherSystem $70.85 $566.80MGSͲ06311CODECAGE21"SA182F226000#90degelbow$70.01 $140.02MGSͲ01846ELECTͲERͲ541Chart,12in.,NoRange,PK100,5MER8,ParshallFlumeGraphicChartRecorder $69.76 $69.76MGSͲ03783ELECTͲERͲ41CorrosionͲResistantWashdownEnclosureSwitch,TwoButtonIndicatingLightFlush $69.16 $69.16MGSͲ0457610B13LockNut,80049966Ͳ1,SSSClutchbetweengearbox&reductiongearbox $69.12 $898.60MGSͲ01980FILTERWALL6KochC&IDisppoly,16x30x1,12percase,Crossfrom10155.01163,Panelfilter $68.89 $413.31MGSͲ02878ELECTͲERͲ221SX12CCableAxial10m,AxialConnectorM8forSX12C,CTGIGVLVDTCable $66.20 $66.20MGSͲ0593011A3RKOilRingSightGlassͲSize9/11HousingͲG3/4(Plastic)$65.70 $197.10MGSͲ01315FILTERWALL6GASFILTERELEMENTPECO4BOXPSFGͲ336ͲM1CͲ01EB,GasMeteringSkidFͲ101 $65.43 $392.58MGSͲ00341ELECTͲERͲ32536PINS/ClampBLockW/Housing$65.25 $326.25MGSͲ0564715A1BalancingscrewM8X23,T5792Ͳ250$64.61 $64.61MGSͲ017424B7ConnectingRodEnd,CO2Damperpiston,CTG$63.70 $445.90MGSͲ029416A1FS1000,FilterPlateSet,STGOilPurificationSkid$63.22 $63.22MGSͲ06307CODECAGE21"SA182F226000#coupling$62.29 $124.58Resolution No. 2021-41 Page 119 of 179 __________________ 2.1(d)-13 4824-6640-2047v10/022487-0008 PartBinExpectedQty.DescriptionComments/NotesUnitPriceInventoryValueMGSͲ0508511A2ConstantͲLevelOilReservoir,VentedSystemwithGlassBowl,8OunceCapacity $61.90 $123.80MGSͲ007215A64708,18Ͳ8L238Ͳ100Ͳ500N,GasSpringCartridge,CO2Damperpiston,CTG $61.89 $371.32MGSͲ052869C1HydraulicFilterSpinͲOnFilterDesign,item#4RFZ4,SCRLOSkid,OilFilter$61.12 $61.12MGSͲ029146C2SleeveGasket,Spiral,4.38X3.88,0.19Thick,005929.868.000,10011902$60.50 $121.00MGSͲ015605C4Swagelok,UNIONELBOWSSͲ1210Ͳ9$59.06 $236.24MGSͲ0560714B2SHIMSET,2420623Ͳ4$59.03 $118.07MGSͲ0560814B2SHIMSET,2420623Ͳ5$59.03 $118.07MGSͲ038062D2SMCARG40ͲN04G1ͲZregulator,gaugeͲhandle,ARGRegulatorW/pressuregauge $58.97 $117.94MGSͲ05247ELECTͲERͲ241T1GrafoilPackingKit1303ͲFEP,28Ͳ503002Ͳ920,AnnubarPacking$58.44 $58.44MGSͲ02176FILTERWALL198325K75,Optional20MicronWaterRemovalCartridge,Filter,932623Q50XP $57.01 $57.01MGSͲ063143C2316SSCheckValvewithFluoroelastomerPistonRubberSpringͲLoadedPiston,1/4 $56.91 $113.82MGSͲ027825B25797Ͳ50,MechanicalServicerIndicator,HRSGCoalescingairfilter$56.03 $112.05MGSͲ021811A16Stemmerich,RobaxGlass,5mmx213mmx441mm,HRSGDuctBurnerviewwindowglass $55.62 $889.96MGSͲ000185B6OuterTubeGasket,Garlock3000,992.705.00.06.10.0$55.00 $330.00MGSͲ02421ELECTͲERͲ313#A30QS175Ͳ4,GouldShawumut,Fuse,ForFerrupsUPS,CEMS$54.34 $163.01MGSͲ061512B2GaugeVCM30"HG233.53SS2Ͳ1/2"DIA1/4"NPTLMSS$53.94 $107.88MGSͲ061522B2GaugePres,30HGͲ15PSI233.53304SS2Ͳ1/2"Dia1/4"MPTLM$53.94 $107.88MGSͲ06093FILTERWALL9KochMultiͲSakS85,Merv13,24x24x22bag,8pocket,208Ͳ108Ͳ122$52.21 $469.89MGSͲ061492B2GaugePres,60PSI233.53SS2Ͳ1/2"Dia1/4"NPTLMGLYCRN$51.45 $102.90MGSͲ061502B2GaugePres.15PSI233.53SS2Ͳ1/2"Dia1/4"NPTLMGLUCRN$51.45 $102.90MGSͲ014799B5PACKINGSETSTDVEE0.88STEMPLASTICPTFE,LPLevelControlValve$51.33 $256.65MGSͲ0459610A36LockNut,A6403589Ͳ186,Gearbox$50.12 $1,804.26MGSͲ062053A9A2ͲMTHͲT,TubeAssy1/2"MPTNorpreneforA2SerPump$49.96 $449.64MGSͲ0385511A19IdealDuctSeal1lb.Block,10perCarton,PkgQty10,Item#T9CB898780$49.92 $948.52MGSͲ062536A3BowlAss'y,RFM165W.1NBR,318721,Filter$49.11 $147.32MGSͲ017545C2CJ48BunaSpider(Blue)80AShore,ItemNo:02607918,Lovejoy,CouplingInsert $49.05 $98.09MGSͲ008596C2ActuatorStem,RubberBELLOWS,100/2003.38/4.75Spud$46.27 $92.54MGSͲ016804B4PackingͲFalsehead,6ͲPSͲ4338,PKGRͲ1098N,GasCompressor$45.41 $181.64MGSͲ0559014B4BalancingScrewMͲLooseFitThre,T5792Ͳ277$45.25 $181.00MGSͲ05282ELECTͲERͲ534EquipmentͲCoolingFanKit,ISOMeterFans$44.84 $179.35Resolution No. 2021-41 Page 120 of 179 __________________ 2.1(d)-14 4824-6640-2047v10/022487-0008 PartBinExpectedQty.DescriptionComments/NotesUnitPriceInventoryValueMGSͲ0466810A1BulkheadFittingStraight,KA01,T7052Ͳ1,CTGPulsation$44.83 $44.83MGSͲ0466910A1BulkheadFittingStraight,KA02,T7052Ͳ1,CTGPulsation$44.83 $44.83MGSͲ061592B1GaugeACC.WIKA,ThermometerBimtlTI.302Ͳ1/2"StemDBLScaleͲ40/120DGF $43.86 $43.86MGSͲ0264913A8000940400,CD,Orifice,0.004",Blue(KB),CEMSAnalyzerO2Orifice$41.61 $332.88MGSͲ0214913A7000940500,CD,Orifice,.007Orange,(KB),CEMSAnalyzer$41.61 $291.27MGSͲ06310CODECAGE23/4"SA182F226000#90degelbow$41.35 $82.69MGSͲ05944FILTERWALL7FilterSocks,#P039859Ͳ016Ͳ700,Donaldson$41.32 $289.24MGSͲ00338ELECTͲERͲ32320PositionNemAScrewClampBLock$41.25 $123.75MGSͲ06295CODECAGE12"SA1053000#tee$41.01 $41.01MGSͲ061703A13TubeASSY1/2"MPTFlexͲAͲPreneforA2Pump,A2ͲMNGGͲT$40.42 $525.46MGSͲ0558914B4BalanceWeight,51501589Ͳ1$40.39 $161.57MGSͲ06094FILTERWALL13KochMultiͲSakS85,Merv13,12x24x22bag,5pocket,208Ͳ108Ͳ222$39.46 $513.03MGSͲ0213713A1Teledyne,001330000,Sleeve,ReactionCell,CEMSAnalyzer$39.24 $39.24MGSͲ041451D3PushToTestButton,300600,Brass,AirCompressorCondensateBlowdown $39.05 $117.16MGSͲ000773B399238SpeedySleeveTimken,Gearboxinputshafts,CoolingTower $38.49 $115.47MGSͲ059437B4THQB2160ͲN,60A2P120/240VG.E.Breaker$38.33 $153.30MGSͲ016834B2Rings&SpringsBreaker,6ͲPSͲ7521,PKGRͲ1101N,GasCompressor$38.22 $76.43MGSͲ0116710A1AY50719AͲSR,BearingIB1KOil,CCN:78801255,MakeͲupPump$37.06 $37.06MGSͲ024009B4Gasket,A055SFlowPCLEPDMPXHSIND2GRSPX,FeedWaterCooler,Exchanger $36.62 $146.50MGSͲ061582B2GaugeACC.WIKA,33025D204G4,ThermometerBimtlTI.330/140F2.5"Scale $36.29 $72.58MGSͲ06301CODECAGE12"SA1053000#45degelbow$36.11 $36.11MGSͲ022541D1OilFilter,OILFͲ0028N,39911615,AirCompressor,IngersollRand$36.05 $36.05MGSͲ0355910A1BY50424GͲTSSR,SealOil1KIBCTRG,CCN:78797412,MakeͲupPump$34.88 $34.88MGSͲ0212913A1850Ͳ056500,CharcoalScrubberAssy,Refill,CEMSAnalyzer$34.88 $34.88MGSͲ021894D2Filterfor1Ͳ1/2PipeSizeHighͲFlowMuffler$34.02 $68.05MGSͲ0032310A8405Ͳ9427,SidcoPolyAirFilterPleatedpolyfilterelement,10micron,2.875"ID $33.41 $267.27MGSͲ0355810A1BY50424BͲTSSR,SealOilGP1Ͳ1KOBCTRG,CCN:78997103,MakeͲupPump $33.25 $33.25MGSͲ05210ELECTͲERͲ242PTFEPackingKit(P2Option)Sensor1,28Ͳ503002Ͳ910,AnnubarPacking$32.99 $65.97MGSͲ025789B1310Ͳ122Ͳ01,RVͲMDPartsKit,RVMD,Diaphragm,IgnitionGasRegulator$32.34 $32.34MGSͲ01314FILTERWALL76Ͳ14972,OͲRING,LIDGASKETCLOSUREPECO$31.76 $222.34Resolution No. 2021-41 Page 121 of 179 __________________ 2.1(d)-15 4824-6640-2047v10/022487-0008 PartBinExpectedQty.DescriptionComments/NotesUnitPriceInventoryValueMGSͲ0191711A2SSͲ15M0Ͳ1Ͳ8PDͲEͲ118,FITTINGFORHPFEEDWATERSEALLEAK$30.80 $61.60MGSͲ06309CODECAGE21/2"SA182F226000#90degelbow$30.32 $60.64MGSͲ0528513C4RadialBallBearing,Shielded,20mmBore,5U498,VacuumPump$29.42 $117.66MGSͲ06289CODECAGE22"SA1053000#90degelbow$29.22 $58.43MGSͲ0219711B1Flowserve,OͲRingͲ436NBR,20A11CM436,CCN:95018305,DurcoPump $28.89 $28.89MGSͲ0265613C12036Ͳ040180,Filter23MICRONMICROFBREDSP,CemsAnalyzer$28.47 $341.64MGSͲ015595C2Swagelok,TUBEADAPTERSSͲ12ͲTA$27.99 $55.98MGSͲ0553011A2KM14LockNut,HPBFP$27.67 $55.34MGSͲ0277711B36JEM,MartinQuadraFlexcouplingelement,sleeveͲProcessdrainpumpcouplings $27.66 $82.98MGSͲ0501313B1SpareglassballforFM2Flowmeter,1/4",91F2015$27.58 $27.58MGSͲ0265713A107002270100,NoxWindowFilterGaskets47mm,CemsAnalyzer,KIT047150000 $27.25 $2,915.75MGSͲ06294CODECAGE111/2"SA1053000#tee$27.01 $27.01MGSͲ030654B2RapidExchangePressureGauge,51007924,DuctBurner$26.16 $52.32MGSͲ021844C12HeavyHexNutSlotted,3ͲPSͲ47,VLKNͲ0039N,GasCompressorParts$25.61 $307.32MGSͲ0467110A1PipeConnector,KA01,T7068Ͳ6,CTGPulsation$24.85 $24.85MGSͲ0467210A1PipeConnector,KA02,T7068Ͳ6,CTGPulsation$24.85 $24.85MGSͲ0467310A1PipeConnector,KA03,T7068Ͳ6,CTGPulsation$24.85 $24.85MGSͲ0214713A38Teledyne,OR0000086,OͲRING,2Ͳ006,CVͲ75Compound,CEMSAnalyzer$24.09 $915.42MGSͲ061023A5AͲ002Ͳ7N,7/16"ODAssemblyPumpTubeNEO$23.68 $118.42MGSͲ0007011B2AY51803AͲTFR,GasketImpellerGP1K,CCN:78800729,MakeͲupPump$22.89 $45.78MGSͲ0553111A2KM12Nut,HPBFP$22.78 $45.56MGSͲ060669C2Element,YT150023100$22.19 $44.38MGSͲ06293CODECAGE111/4"SA1053000#tee$21.50 $21.50MGSͲ015145B2VentedOilͲLevelIndicatorwithSwivelFittingMaleElbow1/8NPTFdryseal4Ͳ1/4 $21.21 $42.42MGSͲ06288CODECAGE211/2"SA1053000#90degelbow$20.89 $41.78MGSͲ06306CODECAGE23/4"SA182F226000#coupling$20.40 $40.79MGSͲ04518ELECTͲERͲ229ExtremeͲPressureStainlessSteelOͲRing,SilberPlated,0.062"Wide,0.751"ID $20.30 $182.66MGSͲ019681D1GASKET,FLANGE2.0''HIGHTEMP,39331061,Aircompressorcheckvalve,discharge $20.25 $20.25MGSͲ06300CODECAGE111/2"SA1053000#45degelbow$20.23 $20.23MGSͲ062246A238A,38/45BCURVEJAW/CJ38Spider92AYellow,LoveJoy$19.85 $39.70Resolution No. 2021-41 Page 122 of 179 __________________ 2.1(d)-16 4824-6640-2047v10/022487-0008 PartBinExpectedQty.DescriptionComments/NotesUnitPriceInventoryValueMGSͲ03495ELECTͲERͲ541MetricHighͲStrengthClearNylonTubing6mmID,8mmOD,1mmWallThickness25ft $19.08 $19.08MGSͲ06299CODECAGE111/4"SA1053000#45degelbow$18.91 $18.91MGSͲ030566A2MOSͲ02804006ͲWASY,OilSeal028x40x6mm,STGHydraulicUnitCoolingLoopPump $18.89 $37.78MGSͲ018737C32904100Ͳ01,ConnectorPlugforSolenoid,ASC290410Ͳ001_DINͲ88122601 $18.84 $56.52MGSͲ0583715A4Gasket,T3706Ͳ108$18.62 $74.46MGSͲ049931C3Grayhill,Pushbutton,PanelMount,10A@115VAC5A@220VACSPST,EYEͲHYE $18.27 $54.80MGSͲ024661C1MC8Ͳ8NͲ1,1/2"ConnectorFlarexMPTHPPFAW/PVDFNuts,Flaring$18.21 $18.21MGSͲ022154C4Optibelt,VͲBelt,VB/SK,3VX630,GasCompressorBypassCoolerBelt,fin,fan $18.14 $72.55MGSͲ0545514B1SHEETGASKET,T3711Ͳ176,GearboxConsumables$18.05 $18.05MGSͲ0013511C4Filterfor1Ͳ1/4PipeSizeHighͲFlowMuffler,4440K75$17.46 $69.83MGSͲ0350111B220A11CM347,OͲRingͲ347NBR,CCN:95087151,PumpTypeMK3STD$17.17 $34.34MGSͲ025839B2951Ͳ503Ͳ03,RVͲMD,PartsKit,RVMD,Gasket,IgnitionGasRegulator$17.12 $34.24MGSͲ008576C11ValtekOͲRingBuna,450ECO15655HPFlowControlValve,AcuatorParts $17.09 $187.99MGSͲ044045C2HPRedlineGLSTube3/4"x10Ͳ3/4",VacuumPump$17.03 $34.05MGSͲ06286CODECAGE21"SA1056000#90degelbow$16.86 $33.71MGSͲ06287CODECAGE211/4"SA1053000#90degelbow$16.82 $33.63MGSͲ060912B7GauagePRES100PSI213.53SS2Ͳ1/2"DIA1/4"NPTLMGlycrn$16.60 $116.20MGSͲ06297CODECAGE13/4"SA1053000#45degelbow$16.48 $16.48MGSͲ06280CODECAGE22"SA1053000#coupling$16.21 $32.41MGSͲ06305CODECAGE21/2"SA182F226000#coupling$15.99 $31.97MGSͲ06296CODECAGE11/2"SA1053000#45degelbow$15.38 $15.38MGSͲ028392B14000K713,MultipurposeGaugeSteelCase,Dual,3Ͳ1/2"Dial,1/4Bottom,300PSI $15.30 $15.30MGSͲ04912ELECTͲERͲ551MiniatureBuzzerW/ScrewTerminals,PanelͲMint,30Ͳ120V$15.08 $15.08MGSͲ04654ELECTͲERͲ233KistlerͲCTGPulsationProbeCable8MeterͲ10.32x10.32,1635C6$15.00 $45.00MGSͲ0221611C1MotionIndustries,5925Ͳ02Element(Old5925Ͳ12)PilotAirFilter,Regulator $14.93 $14.93MGSͲ06292CODECAGE11"SA1053000#tee$14.28 $14.28MGSͲ06298CODECAGE11"SA1053000#45degelbow$14.09 $14.09MGSͲ02919FILTERWALL13099,ROPreͲFilter,P/NMBC20Ͳ39P639"MBCFilter,20MICPPMLTͲBLWNSelfͲSeal $14.05 $14.05MGSͲ02901ELECTͲERͲ42M22Ͳxgwk,EmergencyStopButtonGuard$13.63 $27.25MGSͲ048053B2DP801000,WilkersonPneumaticͲDiffuser,DPReplacementKit,CTGInstrumentAir $13.52 $27.04Resolution No. 2021-41 Page 123 of 179 __________________ 2.1(d)-17 4824-6640-2047v10/022487-0008 PartBinExpectedQty.DescriptionComments/NotesUnitPriceInventoryValueMGSͲ0050413C166205Ͳ2NSE9NACHIBALLBRG,Large,BushingandConnectingrod$13.05 $208.76MGSͲ061013A16AͲ002Ͳ77/16"ODAssmeblyPumptubeCLRTygon$13.03 $208.48MGSͲ0584915A1Gasketsheet,T3712Ͳ318$13.00 $13.00MGSͲ06284CODECAGE23/4"SA1056000#90degelbow$12.39 $24.78MGSͲ050443B2416271SealTimken(CRͲ23771),Gearboxinputshafts,CoolingTower $12.39 $24.77MGSͲ06119ELECTͲERͲ3410ULClassCCFastͲActingMidgetFuse,20A$12.29 $122.90MGSͲ061143D221.75X1.125X3/32LͲ441Ring,CͲ782216076$11.07 $243.54MGSͲ060649C5BaldwinFilters,Item#2KXU3,FuelFilters,Baldwin(BF988)$11.07 $55.33MGSͲ0459410A2LockNut,T3167Ͳ132,Gearbox $11.06 $22.12MGSͲ06291CODECAGE13/4"SA1053000#tee$10.97 $10.97MGSͲ019823D1Adapter,1/4"FFX1/2"MPParker664FHDͲ4Ͳ4,PN74070799Ͳ0825,JockeyPumpFire $10.90 $10.90MGSͲ0225110B8ArchonInd.,GasTurbine,SightGlassGasket,2.20"IDx2.762"ODx0.0625"THK $10.79 $86.33MGSͲ06282CODECAGE21/2"SA1056000#90degelbow$10.75 $21.50MGSͲ0066113A1283500002,ElementFilter,Secondary,99.99%0.1UMOR,CEMS$10.62 $127.46MGSͲ06285CODECAGE21"SA1053000#90degelbow$10.48 $20.95MGSͲ060659C5BaldwinFilters,Item#2KXZ5,OilFilters,Baldwin(B236) $10.45 $52.23MGSͲ0116611C220A11CM152,OͲRingͲ152NBR,CCN:95086369,AY50971EͲNBR,MakeͲupPump $10.36 $20.71MGSͲ04841ELECTͲERͲ554SnapͲActingSwitchPinPlunger,15Amp,SPDT,ScrewTerminals$10.21 $40.83MGSͲ06277CODECAGE21"SA1056000#coupling$10.20 $20.40MGSͲ03028ELECTͲERͲ551InterferenceShieldingWrapAroundSleeving3/8"ID$10.12 $10.12MGSͲ06279CODECAGE211/2"SA1053000#coupling$10.04 $20.07MGSͲ062449A4OilͲResistantBunaͲNOͲRing1/4FractionalWidth,DashNumber456$9.97 $39.88MGSͲ015625C1SSͲT12ͲSͲ049Ͳ05,Swagelok,3/4''x049TUBING$9.28 $9.28MGSͲ06278CODECAGE211/4"SA1053000#coupling$9.10 $18.19MGSͲ0552911A2MB14LockWasher,HPBFP$9.04 $18.08MGSͲ0066613A683500087Ͳ3,SealSet,FilterHolder,Kit,OͲRing,PrimaryFilterHousingSeal $8.70 $52.20MGSͲ06290CODECAGE11/2"SA1053000#tee$8.54 $8.54MGSͲ060529C1AirFilter,Kohler,ManufacturerpartNo.4708303ͲS$8.30 $8.30MGSͲ021049B6McMasterͲCarr,3723K111/2"ODClearTubularGaugeGlass8"Length,5/64"Wall $8.30 $49.78MGSͲ016844B26Ͳ029449,CYLHEADGASKET,CHGͲ0012N,777.007.50,GasCompressor$8.26 $16.52Resolution No. 2021-41 Page 124 of 179 __________________ 2.1(d)-18 4824-6640-2047v10/022487-0008 PartBinExpectedQty.DescriptionComments/NotesUnitPriceInventoryValueMGSͲ06189ELECTͲERͲ1327Tadiran,Battery,NonͲRechargeable;AA;LithiumThionylChloride;3.6VDC;2.4Ah $8.19 $221.14MGSͲ06283CODECAGE23/4"SA1053000#90degelbow$7.65 $15.30MGSͲ002024B14DischargeValveCoverGasket,A12Ͳ21007,1/8"Round,VCGTͲ0103,GasCompressor $7.63 $106.82MGSͲ0213113A7OR0000027,PMTCoolerOͲRING,2Ͳ042V,CoverBLK/PMTHSG&HTSINK,CEMSAnalyzer $7.63 $53.41MGSͲ040823A2OͲRingͲ032,ID=1.864,w=0.070";Viton,24000Ͳ151,AmmoniaControlValveFoundon2A$7.63 $15.26MGSͲ0213913A1Teledyne,011630000,GASKET,HVPSINSULATOR,CEMSAnalyzer$7.63 $7.63MGSͲ06275CODECAGE23/4"SA1056000#coupling$7.51 $15.02MGSͲ048063B2GRP96825,WilkersonPneumaticͲSightGlass,Kit,CTGInstrumentAir$7.47 $14.94MGSͲ060639C2Filter,YT150017600$7.23 $14.46MGSͲ015585C4Swagelok,GASKETSSͲ12ͲRSDͲ2V $7.13 $28.52MGSͲ0050513C126203Ͳ2NSE9NACHIBALLBRG,Large,foruseͲRearmotorBearing$6.93 $83.18MGSͲ03778ELECTͲERͲ555NylonLiquidͲTightCordGripfor2Cords,3/4TradeSize$6.80 $34.00MGSͲ06169FILTERWALL104GlobalFilterͲMeltblownwatergradepolypropylenecartridge,2.5"OD,5micron $6.60 $686.40MGSͲ0265513A37FL0000001,Filter,Sintered,SS,(KB),CemsAnalyzer$6.57 $243.09MGSͲ0616311B1NͲ10Cons,BearingShaftLocknut$6.57 $6.57MGSͲ024141C6TSSTechnical,OͲRingTeflon$6.54 $39.24MGSͲ06273CODECAGE21/2"SA1056000#coupling$6.47 $12.94MGSͲ06281CODECAGE21/2"SA1053000#90degelbow$6.37 $12.74MGSͲ06276CODECAGE21"SA1053000#coupling$6.34 $12.68MGSͲ028985B113Ͳ1/2"LengthReplacementGlassforVentedOilLevelIndicator$6.10 $67.15MGSͲ016884C41029403GASKETTOPCOVER3322,GasCompressor$5.66 $22.64MGSͲ059664C1RS35Ͳ1chainTsubaki10ftbox,priceperfoot,GasCompressorChain$5.54 $5.54MGSͲ0214613A10OR0000039,OͲRING,2Ͳ012V(KB),IRSource/Bench,CEMSAnalyzer$5.48 $54.75MGSͲ0213213A4OR0000044,ReactionCellHousingOͲRING,2Ͳ125V,CEMSAnalyzer$5.48 $21.90MGSͲ0214413A4OR0000002,ReactionCellOͲRING,2Ͳ023V,CEMSAnalyzer$5.48 $21.90MGSͲ060686A16ORͲ380,OͲRing11Ͳ1/2x11Ͳ7/8x3/16,NBR70Duroblack$4.73 $75.66MGSͲ060509C1ChampionSparkPlug,ManufacturerpartNo.130526$4.54 $4.54MGSͲ0553211A2MB12Washer,HPBFP$4.54 $9.08MGSͲ0212813A1Teledyne,25000447Ͳ130,OͲRING,Viton2Ͳ130,CEMSAnalyzer$4.36 $4.36MGSͲ06274CODECAGE23/4"SA1053000#coupling$4.16 $8.31Resolution No. 2021-41 Page 125 of 179 __________________ 2.1(d)-19 4824-6640-2047v10/022487-0008 PartBinExpectedQty.DescriptionComments/NotesUnitPriceInventoryValueMGSͲ0618011A4OͲRing3Ͳ3/4x4x1/8FKM75DuroBrown,ORͲ240BRNVA,HPBFWP$3.91 $15.64MGSͲ0067513B1183500105Ͳ2,SealSet,FilterHolder,OͲRing,Connector$3.86 $42.47MGSͲ0596310B5HydraulicAdapter,7032Ͳ04Ͳ04ͲBS,Fitting/Washer,CTGGearboxLiftOilFittings $3.71 $18.55MGSͲ016724B9PackingCaseNoseGasket,A2Ͳ21007,RoundAlum.1/8",VCGTͲ0109N$3.57 $32.09MGSͲ060519C1PreͲCleaner,KohlerEngine,ManufacturerpartNo.2408302ͲS$3.35 $3.35MGSͲ06272CODECAGE21/2"SA1053000#coupling$3.30 $6.59MGSͲ0213413A1Teledyne,OR0000083,OͲRING,PMTSIGNAL&OPTICLED,CEMSAnalyzer$3.27 $3.27MGSͲ015635C4SSͲ1213Ͳ1,Swagelok,FRONTFERRULE $3.11 $12.44MGSͲ008616C3AdjustingScrewGasket,Elastomer,HPFlowControl,ActuatorParts$2.88 $8.64MGSͲ060539C1OilFilter,KohlerEngine,ManfacturerpartNo:1205001ͲS1$2.79 $2.79MGSͲ015645C4SSͲ1214Ͳ1,Swagelok,BACKFERRULE$2.75 $11.00MGSͲ044279A231HoseClampIdealPNM665Ͳ140316SS1/2"KM665140106CoolingTowerNozzleStraps $2.69 $621.92MGSͲ025809B2951Ͳ801Ͳ72,RVͲMD,PartsKit,RVMD,OͲRingCap,IgnitionGasRegulator$2.69 $5.38MGSͲ0617911A4OͲRing3Ͳ1/8x3Ͳ3/8x1/8FKM75DuroBrown,ORͲ235BRNVA,HPBFWP$2.46 $9.84MGSͲ060676A18ORͲ271,OͲRing9Ͳ1/4x9Ͳ1/2x1/8NBR70DuroBlack$2.29 $41.23MGSͲ0618111A3OͲRing1Ͳ5/8x1Ͳ7/8x1/8FKMDuroBrown,ORͲ223BRNVA,HPBFWP$2.01 $6.03MGSͲ0042213A1028500002,OͲRing,VITON,1.0"ODx.625"ID,CEMS$1.97 $19.71MGSͲ001184C1001183.650.000,OͲRing,RecircValveGasCompressorSkid$1.90 $1.90MGSͲ016874C101029402GASKETXHDGUIDEDOOR332,GasCompressor$1.76 $17.60MGSͲ025819B2951Ͳ800Ͳ04,RVͲMD,PartsKit,RVMD,OͲRingDiaphragm,IgnitionGasRegulator $1.41 $2.82MGSͲ0545714B2SHEETGASKET,T3711Ͳ316,GearboxConsumables$1.39 $2.79MGSͲ021039B22McMasterͲCarr,1225K1ReplBunaͲNGasketfor1/2"ODGaugeGlass$1.28 $28.21MGSͲ016714B8OͲRingFalseheadAssy,260ͲPSͲ2988,0010N,GasCompressor$1.13 $9.06MGSͲ025829B2951Ͳ800Ͳ07,RVͲMD,PartsKit,RVMD,OͲRingPlugIn,IgnitionGasRegulator $1.09 $2.18MGSͲ050326C3OͲRing5Ͳ1/4x5Ͳ1/2x1/8NBR70DuroBlack,ORͲ252DEAHeatingWaterControlValve $1.00 $3.01MGSͲ061655C6MOR350Ͳ05800,MͲOͲRing3.50x058.00mmNBR70DuroBlack,VacuumPumpActuator $0.87 $5.22MGSͲ0503510B9MOR200Ͳ01500VA,MͲOͲRing2.00x015.00mmFKM75DuroBlack,STGHPControlValve $0.65 $5.89MGSͲ033511D5PlasticPlugRODONCͲ48ͲUͲ2$0.55 $2.73MGSͲ061675C8MOR250Ͳ03000,MͲOͲRing2.50x030.00mmNBR70DuroBlack,VacuumPumpActuator $0.38 $3.04MGSͲ0503410B20OͲRing,7/16x9/16x1/16FKM75DuroBrown,ORͲ013BRNVA,STGHPControlValve $0.37 $7.41Resolution No. 2021-41 Page 126 of 179 __________________ 2.1(d)-20 4824-6640-2047v10/022487-0008 PartBinExpectedQty.DescriptionComments/NotesUnitPriceInventoryValueMGSͲ060706A18ORͲ217,OͲRing1Ͳ1/16x1Ͳ7/16x1/8NBR70DuroBlack$0.33 $5.91MGSͲ0503310B9OͲRing,3/8x1/2x1/16FKM75DuroBrown,ORͲ012BRNVA,STGHPControlValve $0.33 $2.94MGSͲ060696A18ORͲ216,1Ͳ1/8x1Ͳ3/8x1/8NBR70DuroBlack$0.32 $5.72MGSͲ050316C10OͲRing,1x1Ͳ1/4x1/8NBR70DuroBlack,ORͲ214,DEAHeatingWaterControlValve $0.27 $2.73MGSͲ050306C16OͲRing,5/8x3/4x1/16NBR70DuroBlack,ORͲ016,DEAHeatingWaterControlValve $0.20 $3.14MGSͲ061665C18MOR250Ͳ01300,MͲOͲRing2.50x013.00mmNBR70DuroBlack,VacuumPumpActuator $0.16 $2.88MGSͲ0618211A2OͲRING,BFPThrustEnd,BearingHousingBUNAorViton,HPBFWP$Ͳ $ͲMGSͲ0471713A91/2InchDiscThermostat,CAͲ205ͲST,ThermalAlarmswitches,Stack&SCRprobes $Ͳ $ͲMGSͲ005881B1Valve,Solenoid,2ͲwayInternalPiloted,Brass,11/2"NPT$Ͳ $ͲMGSͲ000095A1Set,Cooler,Vortex,NEMA4X,Max150PSI $Ͳ $ͲMGSͲ05935ELECTͲERͲ221CTGIGVRodPositionerTubeClampBolts,M3Ͳ0.50x16$Ͳ $ͲMGSͲ06219ELECTͲERͲ452SafeTech,CTEnclosureCombustibleGasDetectorCalibrationBoards$Ͳ $ͲMGSͲ05969ELECTͲERͲ532480ElectricalGloves$Ͳ $ͲMGSͲ05970ELECTͲERͲ5326.9KvElectricalGloves$Ͳ $ͲMGSͲ0006710A6Flowserve,PumpGasketRearCover,Y2274EA,CCN:78924941$Ͳ $ͲMGSͲ0075810A1T6870Ͳ101,TeeCoupling,Siemens$Ͳ $ͲMGSͲ0079810A3T1663Ͳ628,HexagonHEADScrew$Ͳ $ͲMGSͲ0080310A270006131ͲA,PipeConnector$Ͳ $ͲMGSͲ0080610A2T6815Ͳ102,Coupling,Siemens$Ͳ $ͲMGSͲ0082410A5T3704Ͳ108,POINTGasket$Ͳ $ͲMGSͲ0082510A5T6102Ͳ101,UnionNut$Ͳ $ͲMGSͲ0083010A1T6830Ͳ101,Union$Ͳ $ͲMGSͲ0116910A2WASHERLOCKING,95200978,20A19W06$Ͳ $ͲMGSͲ0274710A11CSA8133Ͳ1,Coupling,Siemens$Ͳ $ͲMGSͲ0274810A23820538Ͳ3,Connectorfemale,Siemens$Ͳ $ͲMGSͲ0275010A201CSA8130Ͳ1,Sleeve,Siemens$Ͳ $ͲMGSͲ0275210A21CSA8261Ͳ1,Coupling,Siemens$Ͳ $ͲMGSͲ0275410A103820538Ͳ1,PipeConnectorQVICK,Siemens$Ͳ $ͲMGSͲ0275910A27T3904Ͳ173,LockWasher,Siemens$Ͳ $ͲMGSͲ0467010A1BulkheadFittingStraight,KA03,T7052Ͳ1,CTGPulsation$Ͳ $ͲResolution No. 2021-41 Page 127 of 179 __________________ 2.1(d)-21 4824-6640-2047v10/022487-0008 PartBinExpectedQty.DescriptionComments/NotesUnitPriceInventoryValueMGSͲ0480010A1LockNut,19A19N06,95200879$Ͳ $ͲMGSͲ0025810B11131968Ͳ1,Bushing,Carbon,1.181x1.890x2.000",STGESV$Ͳ $ͲMGSͲ0078810B2SteelValveRepairKit$Ͳ $ͲMGSͲ0084210B7A155680Ͳ12,WallBrushMottler$Ͳ $ͲMGSͲ0125910B1236929Ͳ7,RingGasket,SiemensDemagDelaval$Ͳ $ͲMGSͲ0186910B4236929Ͳ11,ValveBonnettGasket,HPSteam,SiemensDemagDeleval$Ͳ $ͲMGSͲ0226710B8T3711Ͳ317,SiemensDemagDelaval,Gasket,SightGlassGasket,100mmx15mm $Ͳ $ͲMGSͲ0228610B12STG,LubeOilReturnLineSightGlass,Maxos,100mmx15mm1CSA21703Ͳ1 $Ͳ $ͲMGSͲ0276510B12036285Ͳ1,D43430,SightGlassHolder/Fixure&Gaskets$Ͳ $ͲMGSͲ0276810B21CDS287227Ͳ1,PackingSet30x48,SiemensDemagDelaval$Ͳ $ͲMGSͲ0321810B31CSD285496Ͳ1,Kit,GlandSet,Chesterton,1CSD287227Ͳ1$Ͳ $ͲMGSͲ0378610B2SightGlassGasket,DN25PN10Ͳ40T3711$Ͳ $ͲMGSͲ0498710B12DryBushing#1303,1CSD286237Ͳ3$Ͳ $ͲMGSͲ0071510C6Kit,SealPump,CTWaterWash$Ͳ $ͲMGSͲ0254010C6BalanceWeights(74G)BalancePlugLEN,Turbine,Siemens,2415124Ͳ1$Ͳ $ͲMGSͲ0259310C5GasketSpiralWound,WR5.625x6.5625x7.5625x.175,TempControlValve,CTSDuplex $Ͳ $ͲMGSͲ0259610C1TemperaturePressureGauge,CTCompressorWash,GTEP/N20036$Ͳ $ͲMGSͲ0268010C1OͲRing,LargeActuatorunderCT,SET$Ͳ $ͲMGSͲ0268110C420mmFittingCapPlugs$Ͳ $ͲMGSͲ0268210C10CTGWaterWashHoseFitting$Ͳ $ͲMGSͲ0270510C1CT1&2EnclosureSlidingDoorCover,sparecover,partsKIT$Ͳ $ͲMGSͲ0276310C4253086Ͳ1,Plug,Siemens$Ͳ $ͲMGSͲ0276410C32422868Ͳ4,GasketArmco,Siemens$Ͳ $ͲMGSͲ0276610C2T6261Ͳ140,Plug,Siemens$Ͳ $ͲMGSͲ0277210C5T3727Ͳ132,SealingRing,Siemens$Ͳ $ͲMGSͲ0425710C1HighPressureHose,RͲ35361,WaterWash$Ͳ $ͲMGSͲ0443110C10BalanceWeights(46G)BalancePlugLEN,Turbine,Siemens,51500984Ͳ12 $Ͳ $ͲMGSͲ0443210C5BalanceWeightsTurbine,2409862Ͳ11$Ͳ $ͲMGSͲ0443310C2BalanceWeightsTurbine,Siemens,2415124Ͳ2$Ͳ $ͲMGSͲ0279510FLOOR1GasCompressor,CrossHeadGuide$Ͳ $ͲResolution No. 2021-41 Page 128 of 179 __________________ 2.1(d)-22 4824-6640-2047v10/022487-0008 PartBinExpectedQty.DescriptionComments/NotesUnitPriceInventoryValueMGSͲ0366110FLOOR2StrainerBasket,AuxCoolingWaterDuplexFilter,reͲscreenrepair$Ͳ $ͲMGSͲ0007411A11SETof12pcs,BoltandNut,TSCHAN330/520,PumpCoupling,HPFeedPump $Ͳ $ͲMGSͲ0259211A8RenkSeal,HPBFWPMotorOilSeal,100mm$Ͳ $ͲMGSͲ0279211A2SchroedahlValveLPBFWP$Ͳ $ͲMGSͲ0296411A1HPBFWPCouplingBolts,1SET$Ͳ $ͲMGSͲ0542911A2ORͲ252BRNVA,OͲRing5Ͳ1/4x5Ͳ1/2x1/8FKM75DuroBrown,HPBFWPump $Ͳ $ͲMGSͲ0543011A7ORͲ234BRNVAOͲRing3x3Ͳ1/4x1/8FKM75DuroBrown,HPBFWPump$Ͳ $ͲMGSͲ0543611A3ORͲ261BRNVAOͲRing6Ͳ3/4x7x1/8FKM75DUROBrown,HPBFWPump$Ͳ $ͲMGSͲ0007111B3AY51803A,FlowservePumpImpellerGasket,CCN:78800729$Ͳ $ͲMGSͲ0007211B2SA3687AA,FlowservePumpImpellerGasket,CNN:78932316$Ͳ $ͲMGSͲ0007311B1FlowservePumpTeflonOͲRing$Ͳ $ͲMGSͲ0007511B1Seal,Lip,0.875x1.624x0.250,471646Timken,Pump,TreatedWater$Ͳ $ͲMGSͲ0007811B1Flange,5Sx1,MaxRpm7600,TLQ&2,Pump$Ͳ $ͲMGSͲ0007911B1Flange,5Sx7/8,MaxRpm7600,TIA&3,Pump$Ͳ $ͲMGSͲ0008011B1Sleeve,Coupling,5JESEPDMSplit,Pump$Ͳ $ͲMGSͲ0008111B14OͲRing,372ͲB70N470,Pump,Condensate$Ͳ $ͲMGSͲ0008211B2OͲRing,B70,Pump,Condensate$Ͳ $ͲMGSͲ0008311B8OͲRing,275ͲB70,Pump,Condensate$Ͳ $ͲMGSͲ0008411B2OͲRing,245ͲB70,Pump,Condensate$Ͳ $ͲMGSͲ0008511B1OͲRing,393ͲB70BUNAͲN70,Pump,Condensate$Ͳ $ͲMGSͲ0008611B2OͲRing,B70,Pump,Condensate$Ͳ $ͲMGSͲ0008711B1OͲRing,256ͲB704200Ͳ70,Pump,Condensate$Ͳ $ͲMGSͲ0008811B1OͲRing,143ͲB70,Pump,Condensate$Ͳ $ͲMGSͲ0017211B111006Ͳ0089,FlowSealinlet,KIT$Ͳ $ͲMGSͲ0277311B1CSCPX2625ECXVB,SleeveGlandHolder,MechanicalSeal,2.625"Shaft,BoosterPump $Ͳ $ͲMGSͲ0325711B6OͲRing,ORͲ251,5Ͳ1/8x5Ͳ3/8x1/8NBR70DURO,CycleMakeUpPumpStrainer $Ͳ $ͲMGSͲ0349611B2AY21281AͲTFEC,DeflectorIBGP2,CCN:79026241,PumpTypeMK3STD$Ͳ $ͲMGSͲ0353711B10MOR250Ͳ12500,MͲOͲRing2.50x125.00mmNBR70Duroblack$Ͳ $ͲMGSͲ0353911B120A19W10,Washer,LKBBRG50WͲ10,CCN:95201018,CondensateTransferPump $Ͳ $ͲMGSͲ0494911B1IAlertVibrationMonitors,IAlert$Ͳ $ͲResolution No. 2021-41 Page 129 of 179 __________________ 2.1(d)-23 4824-6640-2047v10/022487-0008 PartBinExpectedQty.DescriptionComments/NotesUnitPriceInventoryValueMGSͲ0013711C4AirDryerValveAnglNC11/2NPT$Ͳ $ͲMGSͲ0013811C4AirDryerValveAnglNC11/2NPT$Ͳ $ͲMGSͲ0050811C9BellowsValve,SCͲ11CleanHeliumLeakTest,SSͲ4BKͲ1CͲK10,R38AAN020B,Swagelok $Ͳ $ͲMGSͲ0276911C212005,MotorRunCapacitor,5MFD370VAC,Oval,MARS$Ͳ $ͲMGSͲ0277411C1MoistureIndicator,Brass,TwinTower/PentrasInc.$Ͳ $ͲMGSͲ0277511C17375283,PressureSwitch,30psi,Ashcroft$Ͳ $ͲMGSͲ0277611C1SSͲ6NBSW6TͲG,Valvew/GrafoilPacking,Swagelok,6000psi100F,NeedleValve $Ͳ $ͲMGSͲ0379011FLOOR1HPDosingPUMP,Prominent,Used$Ͳ $ͲMGSͲ0090612A1LELTransmitterCombustable,Sensor,ModelTAͲ2100,Detection0Ͳ1000%LEL24VDC $Ͳ $ͲMGSͲ0090812A1Ammonia,sensor,ModelTAͲ2100,09Ͳ2520,Detection0Ͳ200ppm,24vdc,MilͲRam $Ͳ $ͲMGSͲ0259512A2KopKitChemicalPump,NCKA3HPAP1,KopKitCTPA3HPAP1$Ͳ $ͲMGSͲ0260412A1Swagelok,SSͲ400Ͳ1Ͳ2MaleConnector$Ͳ $ͲMGSͲ0260512A1Swagelok,SSͲ400Ͳ1Ͳ02561/4"Tubex10Ͳ32ThreadStock$Ͳ $ͲMGSͲ0270312A25FluidSystemTubingConnector,ParkerP/NN4NC4$Ͳ $ͲMGSͲ0271412A2STGLubeOilFilterEqualizerLine,Hose$Ͳ $ͲMGSͲ0271512A1AmmoniaValve,BallValve,17VͲ05U$Ͳ $ͲMGSͲ0286312A1ThermocoupleTypeK$Ͳ $ͲMGSͲ0286412A44"DrainCover,Round$Ͳ $ͲMGSͲ0286512A1ElectricMotor,1hp1745RPM,Siemens$Ͳ $ͲMGSͲ0286612A2EdgeGripRubberSeal,SealforSTGOilDoorSump$Ͳ $ͲMGSͲ0286712A1EdgeGripRubberSeal,SealforSTGOilDoorSump$Ͳ $ͲMGSͲ0287612A1CondenerTubeToolͲTooling,JohnR.RobinsonInc.KIT/SET$Ͳ $ͲMGSͲ0287712A1STGVaccumPumpHeatExchangerPlatesandGaskets,KIT$Ͳ $ͲMGSͲ0260112B8IndicatorModuleGNRailMountwithTerminals,07Ͳ3351Ͳ1120,BartecUSCorp. $Ͳ $ͲMGSͲ0260912B2AirFilter,9334241,ELEM,MLDDELEM29X334N108,SPXFlowTechnology $Ͳ $ͲMGSͲ0261012B5CTG/STGLubeOilTankSocks,OilFillSocks$Ͳ $ͲMGSͲ0261212B1ProMinentPump,42/50.4L/H12Bar,RO$Ͳ $ͲMGSͲ0261312B1ProMinentPump,18.6/20L/H12Bar,RO$Ͳ $ͲMGSͲ0269512B2CondenserFanMotor,1/4HP208/230VAC1speed1075RPM,10728$Ͳ $ͲMGSͲ0269812B1TestBallPlug,8"200mm,CherneP/N041Ͳ386$Ͳ $ͲResolution No. 2021-41 Page 130 of 179 __________________ 2.1(d)-24 4824-6640-2047v10/022487-0008 PartBinExpectedQty.DescriptionComments/NotesUnitPriceInventoryValueMGSͲ0279112B14700ͲHF32Z24,MainPDCMI/OControlRelay$Ͳ $ͲMGSͲ0284512B1SwagelokRegulator,D9LIB0251B,DBKHR3074$Ͳ $ͲMGSͲ0284712B11Condenser,ManͲHoleOͲRing$Ͳ $ͲMGSͲ0285012B1STGModuleRectifier$Ͳ $ͲMGSͲ0285112B4HardwareRoller$Ͳ $ͲMGSͲ0285212B2CoolingTowerMakeUpPump,SingleinsidePusher,Shaft$Ͳ $ͲMGSͲ0285312B1CouplingTee,Pressuretestingoilflushing,T6870Ͳ103$Ͳ $ͲMGSͲ0285412B1StraightCouplingOilFlushing,T6830Ͳ110$Ͳ $ͲMGSͲ0285512B8CouplingNutJackingOil,NonReturnValve,STG,PHO1022A3C$Ͳ $ͲMGSͲ0285612B6CycleMakeUpPump,TreatedWaterTransferPump,SeatClips,KITS$Ͳ $ͲMGSͲ0285712B1(M1182)DiaphragmKit,NylonSeatRCA40$Ͳ $ͲMGSͲ0615412B10CondenserTubePlugs,7/8SS$Ͳ $ͲMGSͲ0072012C13820537Ͳ35,Thermocouple,Probe,4ͲLead$Ͳ $ͲMGSͲ0072312C12420908Ͳ1,TemperatureSensorw/Bellow $Ͳ $ͲMGSͲ0072612C82420910Ͳ1,Thermocouple,T7w/AssemblyParts$Ͳ $ͲMGSͲ0074012C42420908Ͳ2,TEMPERATURESENSORWITHBELLOW$Ͳ $ͲMGSͲ0074212C1T2801Ͳ134,TEMPERATURESENSORTURBINESTATOR$Ͳ $ͲMGSͲ0074312C1T2801Ͳ122,TEMPERATURESENSORTURBINESTATOR$Ͳ $ͲMGSͲ0074412C12420906Ͳ4,TEMPERATURESENSORTURBINESTATOR$Ͳ $ͲMGSͲ0075312C3THERMOSTATPROBE$Ͳ $ͲMGSͲ0085612C1400RASOFTActuatorDiaphragm,SOFTGOODSKit$Ͳ $ͲMGSͲ0086612C1HPECONSAFETYValveSPINDLEAssembly$Ͳ $ͲMGSͲ0088812C1ActuatorSOFTGOODSKit$Ͳ $ͲMGSͲ0089112C1SolenoidValve,2036609Ͳ2$Ͳ $ͲMGSͲ0089812C1ActuatorDiaphragm$Ͳ $ͲMGSͲ0279312C2V185990,Diaphragm,SPXProcessEquipment$Ͳ $ͲMGSͲ0297512FLOOR5ThrustWasher,2211487Ͳ10$Ͳ $ͲMGSͲ0297612FLOOR622110348Ͳ4,BearingLinerUpperHalf,STG$Ͳ $ͲMGSͲ0436812FLOOR1GasMeteringSkidValveActuator$Ͳ $ͲMGSͲ0066213A283500070,Kit,OͲRing,SecondaryFilterHousingSeal,2Ͳ223/2Ͳ009VITON,CEMS $Ͳ $ͲResolution No. 2021-41 Page 131 of 179 __________________ 2.1(d)-25 4824-6640-2047v10/022487-0008 PartBinExpectedQty.DescriptionComments/NotesUnitPriceInventoryValueMGSͲ0066713A683500076,ElementFilter,PrimaryAirFilter,Coalesing,95%REM,CEMS$Ͳ $ͲMGSͲ0068213A1883500078,ElementFilter,Air,Particulate99.99%,CEMS$Ͳ $ͲMGSͲ0212513A1Teledyne,040010000,Assy,FanRearPanel,CEMSAnalyzer$Ͳ $ͲMGSͲ0212713A38HW0000020,NOXSpring,FlowControlSpring,CEMSAnalyzerOrifice$Ͳ $ͲMGSͲ0213513A1Teledyne,OR0000101,OͲRING,CO2OPTION,CEMSAnalyzer$Ͳ $ͲMGSͲ0213613A1Teledyne,PU0000073,PUMPREBUILDKITFORPU0000071,CEMSAnalyzer $Ͳ $ͲMGSͲ0213813A50Teledyne,009690300,TFEFilterElement47mm1UM30,CEMSAnalyzer$Ͳ $ͲMGSͲ0214013A42018080000,KIT,DESICCANTBAGGIES(12)CEMSAnalyzer$Ͳ $ͲMGSͲ0214113A1Teledyne,037860000,OͲRINIG,TFERETIN,RING47mmCEMSAnalyzer$Ͳ $ͲMGSͲ0215013A1Teledyne,000940700,ORIFICEYellow,5MIL,FLOWCONTROL,O2OPT,CEMSAnalyzer $Ͳ $ͲMGSͲ0215413A8062390000,ASSY,MOLYGUTSW/WOOL,CEMSAnalyzer$Ͳ $ͲMGSͲ0215713A1Teledyne,RL0000015,RELAY,DPDTGORDOSPREFERRED,CEMSAnalyzer$Ͳ $ͲMGSͲ0265213A2AmmoniaScrubbingMedia,TypeASͲ200Ͳ08ͲE,ASͲmedia,CEMS$Ͳ $ͲMGSͲ0265313A2AmmoniaScrubbingMedia,Part#ASͲ200Ͳ08ͲEB,PartAͲCeramicSaddles,CEMS $Ͳ $ͲMGSͲ0265813A1046030000,FilterRefillNox,CemsAnalyzer,KIT047150000$Ͳ $ͲMGSͲ0490713A16KitͲ2YRMaintenanceKitPHFDryer,P011048F15$Ͳ $ͲMGSͲ0490813A4KitͲElementInletPHFDryer,P011048F24$Ͳ $ͲMGSͲ0065613B182000008Ͳ5,Flowmeter,TubeCube,0Ͳ5L/MIN$Ͳ $ͲMGSͲ0066013B1Reservoir,Secondary,AirFilter,83500105Ͳ1$Ͳ $ͲMGSͲ0066313B145000011,Relay,120VAC,12Amp$Ͳ $ͲMGSͲ0066413B145000012,Relay,24VDC,10Amp,DPDT$Ͳ $ͲMGSͲ0066513B183500087Ͳ1,Reservoir,AirFilter,Primary$Ͳ $ͲMGSͲ0067013B282000001Ͳ7,Flowmeterw/FlowControlValve,1Ͳ10L/MIN$Ͳ $ͲMGSͲ0067113B282000001Ͳ3,Flowmeterw/FlowControlValve,0Ͳ2L/MIN$Ͳ $ͲMGSͲ0067213B1LevelSwitch,Condensate,24VDC,22000019$Ͳ $ͲMGSͲ0067313B3VFAͲ23ͲSSV,Flowmeterw/FlowControlValve,Air,0Ͳ5L/MIN$Ͳ $ͲMGSͲ0067913B282000008Ͳ7,Flowmeter,TubeCube,1Ͳ10L/MIN$Ͳ $ͲMGSͲ0068013B282000008Ͳ3,Flowmeter,TubeCube,0Ͳ2L/MIN$Ͳ $ͲMGSͲ0068313B2Gauge,Pressure,0Ͳ15PSI,WIKA,CISCOP/N81015003,FFPͲ217Ͳ15,3"$Ͳ $ͲMGSͲ0068613B2Gauge,Pressure,0Ͳ30PSI,WIKA,CISCOP/N8105023,FFPͲ216Ͳ30,3"$Ͳ $ͲResolution No. 2021-41 Page 132 of 179 __________________ 2.1(d)-26 4824-6640-2047v10/022487-0008 PartBinExpectedQty.DescriptionComments/NotesUnitPriceInventoryValueMGSͲ0069513B22.5",Gauge,Vacuum,0Ͳ30INHG,1/4"NPT,P/N9768777,232.532.5"$Ͳ $ͲMGSͲ0069613B248000009,Diode,600Vrrm1Amp$Ͳ $ͲMGSͲ0069713B181000004,Kit,Rebuild,Regulator,Sample$Ͳ $ͲMGSͲ0069813B181000005,Kit,Rebuild,Regulator,Bypass(forregulatorGH30XTHAXSXB)$Ͳ $ͲMGSͲ0069913B181000010,Kit,Rebuild,Regulator,Air(forRegulatorGH10XTHEXXXC)$Ͳ $ͲMGSͲ0070013B181000013,Kit,Rebuild,Regulator,N2(forregulatorGH10XTHMXXXC)$Ͳ $ͲMGSͲ0070113B443015003Ͳ2,Fuse,250V2Amp$Ͳ $ͲMGSͲ0070613B10Tube,Converter,PackedͲAged$Ͳ $ͲMGSͲ0070813B3PumpDrive,FixedFlow,12RPM,115VAC60Hz$Ͳ $ͲMGSͲ0071113B2Contactor,240VAC25/35Ampto3Ͳ32VDC$Ͳ $ͲMGSͲ0096213B1Bowl,Pyrex,Model137GFilter,83500035Ͳ5,SampleFineFilterBowl$Ͳ $ͲMGSͲ0538013B107/8x1Ͳ1/16x3/32NBR70DuroBlk$Ͳ $ͲMGSͲ0070713C181001036Ͳ2,ReducingRegulator,2Stage,Inlet:0Ͳ5000PSI,Reg:0Ͳ100PSI $Ͳ $ͲMGSͲ0070913C10Kit,Repair,ReducingRegulator,TESCOMͲ3896565,CEMS$Ͳ $ͲMGSͲ0209013C2Concoa,LineRegulator,205Ͳ4000Ͳ000316LS.SDiaphragm4ͲPort0Ͳ200PsiOutlet $Ͳ $ͲMGSͲ0213013C698000242,ThomasPumpRebuildKit,For5Z646,Mfr.#SK61722,CEMSAnalyzer $Ͳ $ͲMGSͲ0432714A24AUX0043217,BearingInsulation,Generator,ABBͲ2219300Ͳ4$Ͳ $ͲMGSͲ0433314A10AUX0043218,BearingInsulationPlug,Generator,ABBͲ2219300Ͳ5$Ͳ $ͲMGSͲ0452614A36InsulationPlate,XYK210423ͲGAP,STG$Ͳ $ͲMGSͲ0545614B6SHEETGASKET,T3711Ͳ220,GearboxConsumables$Ͳ $ͲMGSͲ0625014B1SEEPEXStator60/17Ͳ6LNBR,OilyWaterSump $Ͳ $ͲMGSͲ0450614C7CoolingTowerSprinklerHead$Ͳ $ͲMGSͲ0450714C4CoolingTowerSprinklerPlenum$Ͳ $ͲMGSͲ0453314C1ExpansionJointRepairKit,EagleBurgmann$Ͳ $ͲMGSͲ0631514FLOOR1ABBACS880Ͳ75HP,480AC,96A,Drive$Ͳ $ͲMGSͲ0545915A1L983Fitting,D8Ͳ1/8"CYL,AUX0045661$Ͳ $ͲMGSͲ0546015A4L984FITTINGD8Ͳ1/2"CYL,AUX0045662$Ͳ $ͲMGSͲ0524015FLOOR1Cover,2426085ͲA,InletAccessPanelCT1CT2,Door$Ͳ $ͲMGSͲ006231A13820529Ͳ10,Transmitter,Pressure,24VDC,0Ͳ30kPa$Ͳ $ͲMGSͲ006251A13820378Ͳ3,Transmitter,Pressure,10.5Ͳ55VDC,Ͳ1Ͳ55.2BAR$Ͳ $ͲResolution No. 2021-41 Page 133 of 179 __________________ 2.1(d)-27 4824-6640-2047v10/022487-0008 PartBinExpectedQty.DescriptionComments/NotesUnitPriceInventoryValueMGSͲ006391A1PressureSwitch,0Ͳ100PSI$Ͳ $ͲMGSͲ006471A1Transmitter,DifferentialPressure,10.5Ͳ30VDC,0Ͳ87.97"H2O$Ͳ $ͲMGSͲ006481A1Transmitter,Pressure,10.5Ͳ30VDC,0Ͳ1500PSI$Ͳ $ͲMGSͲ006501A13820529Ͳ18,Transmitter,Pressure,24VDC,Ͳ3Ͳ3kPa$Ͳ $ͲMGSͲ006541A13820529Ͳ22,Transmitter,Pressure,24VDC,0Ͳ150kPa $Ͳ $ͲMGSͲ005891B1Valve,Solenoid,2ͲwayInternalpiloted,Brass,1/2"NPT $Ͳ $ͲMGSͲ005931B2Kit,Rebuild,Valve,8210Ͳ11Series$Ͳ $ͲMGSͲ006071B4Switch,Pressure,42VDC,4Amps,100VA,1Ͳ10Bar $Ͳ $ͲMGSͲ006351B1TemperatureSwitch,480VAC,15Amp,0Ͳ225DEGF$Ͳ $ͲMGSͲ006371B3LevelSwitch,125/250/480VAC,5Amp,VacuumPump$Ͳ $ͲMGSͲ026871B6SolenoidCoilConnectorPlug,ASCO,226061Ͳ001$Ͳ $ͲMGSͲ027011B1SolenoidValve,Kit,2ͲwayinternalpilotedͲoperated,ASCO302273$Ͳ $ͲMGSͲ051921B2PressureRegulator,Air,0Ͳ35psi.Fisher,FSͲ67CFRͲ224$Ͳ $ͲMGSͲ051931B2SMC,SolenoidValve,150PSI,NVS3125Ͳ0209D$Ͳ $ͲMGSͲ051951B1FisherMountingKits, $Ͳ $ͲMGSͲ051961B1BurkertSolenoidValve,00433790,120V$Ͳ $ͲMGSͲ051971B1Granzow,1"SolenoidValve,21WN6KB250/DA1156$Ͳ $ͲMGSͲ051981B1ASCORedHat,Solenoid,JKH8210D2,COILONLY$Ͳ $ͲMGSͲ059101B1SolenoidValve,150psi,NVS3125Ͳ0210D$Ͳ $ͲMGSͲ059111B2Positioner,V200PͲD1Ͳ90ͲAͲC1,P/N1093003$Ͳ $ͲMGSͲ061451B2T404773,SolenoidCoil,120Volt1/2",VacuumPump$Ͳ $ͲMGSͲ061641B33MOR200Ͳ01600,MͲOͲRing2.00x016.00mmNBR70DuroBlack,SolenoidOͲRings $Ͳ $ͲMGSͲ000061C12SightGlassOnly,RPG8Ͳ6,LPDrum,Reliance,RRKͲ35D $Ͳ $ͲMGSͲ000081C61Gasket,Grafoil,SightGlassGasket,HP/LPDrum,BSSC.031"$Ͳ $ͲMGSͲ006051C8Probe,450PSI,EyeͲHye,T020RK$Ͳ $ͲMGSͲ006421C13820529Ͳ10,Transmitter,Pressure,10.5Ͳ28VDC,0Ͳ30kPaFoundon2A$Ͳ $ͲMGSͲ006741C1TemperatureSwitch,120VAC10AmpͲ240VAC5Amp,Ͳ100Ͳ600DEGF$Ͳ $ͲMGSͲ006931C1Valve,BackPressureRegulator,0Ͳ15PSI$Ͳ $ͲMGSͲ024151C6TSSTechnical,OͲRINGGarlock$Ͳ $ͲMGSͲ041111C12SightGlassOnly,RFG6218Ͳ1,HPGlassOnly,897727$Ͳ $ͲResolution No. 2021-41 Page 134 of 179 __________________ 2.1(d)-28 4824-6640-2047v10/022487-0008 PartBinExpectedQty.DescriptionComments/NotesUnitPriceInventoryValueMGSͲ001041D2AirCompressorOͲRingKit,88112479$Ͳ $ͲMGSͲ026031D4AirCompressorSolenoidValve,IngersollRand,22124085Rev.B,110Ͳ120v50Ͳ60hz $Ͳ $ͲMGSͲ027711D1ElementBreather,IngersolRand$Ͳ $ͲMGSͲ027941D139304969,MufflerBlowdownAir,IR$Ͳ $ͲMGSͲ028041D2BreatherElement,IR$Ͳ $ͲMGSͲ028051D4Fuse2.5A $Ͳ $ͲMGSͲ028061D3Fuse $Ͳ $ͲMGSͲ028071D4Fuse250v,2Amp$Ͳ $ͲMGSͲ028111D1SafetyValve165PSIG,IR$Ͳ $ͲMGSͲ059051D1STGLubeOilSightGlass$Ͳ $ͲMGSͲ059071D1GasCompressorDividerBlock$Ͳ $ͲMGSͲ059081D1VacuumFloatLevel$Ͳ $ͲMGSͲ059091D1HRSGStackShield$Ͳ $ͲMGSͲ061441D1AirCompressorBlowdownValveStems$Ͳ $ͲMGSͲ047031FLOOR1SealingEͲsealing,SGT800,2420212Ͳ1,B000531GT$Ͳ $ͲMGSͲ005972A1Transmitter,Temperature,24VDC,4Ͳ20mA,ModelEAZNB/FU1,YOKOGAWA $Ͳ $ͲMGSͲ005982A1Transmitter,Temperature,24VDC,4Ͳ20mA,ModelEAZDB/FU1/D2,YOKOGAWA $Ͳ $ͲMGSͲ006082A4RTD,Thermocouple,4AE3/4Ͳ1/2Ͳ8(P)ͲRTDSC14Ͳ11"BN$Ͳ $ͲMGSͲ006092A1RTD,Thermocouple,4AE3/4Ͳ1/2Ͳ8(P)ͲRTDSC14Ͳ8"BN$Ͳ $ͲMGSͲ006102A1RTD,Thermocouple,4AE3/4Ͳ1/2Ͳ8(P)ͲRDTSC14Ͳ7.5"BN$Ͳ $ͲMGSͲ006172A1RDT,Thermocouple,4AE3/4Ͳ1/2Ͳ8(P)ͲRTDSC14Ͳ6.5"BN$Ͳ $ͲMGSͲ006382A2PressureSwitch,30"HgVacͲ20PSI,STGCondenser,01ͲPSSHͲ1411,UE$Ͳ $ͲMGSͲ006402A1Transmitter,Pressure,10.5Ͳ30VDC,0Ͳ250PSI,01ͲPTͲ1301,DPHarp,USED $Ͳ $ͲMGSͲ006412A1Transmitter,Pressure,10.5Ͳ30VDC,0Ͳ500PSI,01ͲPTͲ1202,DPHarp$Ͳ $ͲMGSͲ006432A3Transmitter,Pressure,10.5Ͳ30VDC,0Ͳ1600PSI,DPHarp,EJA530A$Ͳ $ͲMGSͲ006442A1Trasmitter,Pressure,10.5Ͳ30VDC,0Ͳ102.2"H2O,DPHarp,EJA110A$Ͳ $ͲMGSͲ006452A1Trasmitter,Pressure,10.5Ͳ30VDC,0Ͳ15PSIA,DPHarp,EJA510A,S2$Ͳ $ͲMGSͲ006522A13820529Ͳ21,Transmitter,Pressure,24VDC,0Ͳ12kPa,Fuji$Ͳ $ͲMGSͲ006532A13820529Ͳ24,Transmitter,Pressure,24VDC,Ͳ5Ͳ0kPa,Fuji$Ͳ $ͲMGSͲ006272B1Gauge,Pressure,0Ͳ160,1/2"NPT,AISI316L,WAL,A19476$Ͳ $ͲResolution No. 2021-41 Page 135 of 179 __________________ 2.1(d)-29 4824-6640-2047v10/022487-0008 PartBinExpectedQty.DescriptionComments/NotesUnitPriceInventoryValueMGSͲ006322B1Gauge,Pressure,0Ͳ160,1/2"NPT$Ͳ $ͲMGSͲ026422B1Dwyer,7112BͲG600,Gauge,Pressure,0Ͳ600PSI,316SS,1/2"NPT,761Ͳ11 $Ͳ $ͲMGSͲ026432B3761Ͳ8,Gauge,Pressure,0Ͳ300PSI,1/2"NPT,Dwyer$Ͳ $ͲMGSͲ026442B1761Ͳ6,Gauge,Vacuum,0Ͳ30INHG,1/2"NPT,Dwyer$Ͳ $ͲMGSͲ026462B2761Ͳ2,Gauge,Pressure,0Ͳ30PSI,1/2"NPT,Dwyer$Ͳ $ͲMGSͲ026472B2761Ͳ1,Gauge,Pressure,0Ͳ15PSI,1/2"NPT,Dwyer$Ͳ $ͲMGSͲ026992B1Gauge0Ͳ60psi,1/2NPT,DwyerSGKͲ10424N8"$Ͳ $ͲMGSͲ005922C2Valve,TransmitterManifold,6000PSI$Ͳ $ͲMGSͲ006002C1Switch,Pressure,125/250VAC,1Amps,0Ͳ30PSI,316S.T.S.T.Ashcroft$Ͳ $ͲMGSͲ006192C1Gauge,Temperature,FlexibleProbe,32Ͳ400DEGF,1/2"PTx6.35Diax9"L$Ͳ $ͲMGSͲ006202C1Gauge,Temperature,FlexibleProbe,32Ͳ1200DEGF,1/2"PTx6.35Diax9"L$Ͳ $ͲMGSͲ006902C1Gauge,Temperature,Probe,0Ͳ200DEGF,6"Stem,1/4"NPT$Ͳ $ͲMGSͲ026962C3Gauge30INHGVacuumLiguidfilled,1/2NPT,100mm,USG$Ͳ $ͲMGSͲ026972C2Gauge,30INHG60psiVacuumͲpressure,Liquidfilled,1/2NPT,4",USG$Ͳ $ͲMGSͲ037892C3AsmeͲcodeBrassPopͲsafetyValveW/TestRing,MediumFlow,1/2NPT3Ͳ3/4"100psi $Ͳ $ͲMGSͲ047632C1MagnehelicGauge,Dwyer,0Ͳ25$Ͳ $ͲMGSͲ047642C1CapsuhelicGauge,Dwyer,0Ͳ20$Ͳ $ͲMGSͲ048552C1LowͲPressureDifferentialGaugeAlumCase,1/8NPTFemale,0to5"ofWater $Ͳ $ͲMGSͲ000312D1Kit,PFAPackingRepair,1SeriesNeedleValves,SamplePanel$Ͳ $ͲMGSͲ000372D6Kit,Seal,EthylenePropylene2C,4C,CA,4CPASeriesCheckValve,SamplePanel $Ͳ $ͲMGSͲ000392D1Flowmeter,4Ͳ40GPMw/LPDValve,ROSkid,rebuildkit$Ͳ $ͲMGSͲ000462D99OͲRing,ROSkid$Ͳ $ͲMGSͲ000472D1RangeSpring,GOBackPressureRegulator,0Ͳ100PSI,ROSkid$Ͳ $ͲMGSͲ000532D2Valve,Solenoid,24VDC6W,ROSkid,Sensor$Ͳ $ͲMGSͲ000542D340OͲRing,MembraneSpacer,ROSkid$Ͳ $ͲMGSͲ007392D22420904Ͳ1,TemperatureSensorCompressorOutlet,STG,SiemensThermocouple $Ͳ $ͲMGSͲ000633A1FeedRateServiceKit,CamReplacement,ChemicalPump,CoolingTower$Ͳ $ͲMGSͲ000943A1Kit,StennerMotorRepair,120V2.4Amps,ChemicalPump,CoolingTower $Ͳ $ͲMGSͲ002543A39SprinklerHead,TY3151,286DEGFBurstTemp,1/2MNPT,FireProtection $Ͳ $ͲMGSͲ002553A35SprinklerHead,TY4151,286DEGF,3/4MNPT,FireProtection $Ͳ $ͲResolution No. 2021-41 Page 136 of 179 __________________ 2.1(d)-30 4824-6640-2047v10/022487-0008 PartBinExpectedQty.DescriptionComments/NotesUnitPriceInventoryValueMGSͲ006893A2Disc,CheckValve,AmmoniaSystemFoundon2A$Ͳ $ͲMGSͲ006923A2Gasket,CheckValve,AmmoniaSystemFoundon2A$Ͳ $ͲMGSͲ018573A3Gasket,DN15&20,24000C&24000D,SoftCopper,24000Ͳ131,AmmoniaControlValveFoundon2A$Ͳ $ͲMGSͲ018583A3PackingKit,CoilSpringLoadedPTFEw/JLON,24494T001,AmmoniaControlValveFoundon2A$Ͳ $ͲMGSͲ023323A135RLAmmoniaPumpCartridge/Rebuilt$Ͳ $ͲMGSͲ026003A2CoolingTowerShroudInspectionCover,Acrylic,A67398,SPXCoolingTechnologies $Ͳ $ͲMGSͲ028593A4TrasarPanelStrainerOͲRing,741ͲP00523.88,TSR3000,CoolingTower,Nalco $Ͳ $ͲMGSͲ049663A2WELͲPHFͲNN,WalchemflatpHelectrode,Visalia$Ͳ $ͲMGSͲ049803A8#5PumpTubePackof5with1/4inchferrules,MCCP205$Ͳ $ͲMGSͲ004313B2Gauge,41/2"x1/2"LM,0Ͳ15PSI,LiquidFilled$Ͳ $ͲMGSͲ026853B5SpareCoolingTowerShaftCoupling,Emergencyuseonly$Ͳ $ͲMGSͲ035523B5Gauge,0Ͳ30,30#,1/2"NPT,41/2",GlycerineFilled$Ͳ $ͲMGSͲ036223B12INX4ftWhiteStopItPipeRepairKit,PipeRepairSystem,(001)IND24786 $Ͳ $ͲMGSͲ036233B12INX12FtWhiteStopItPipeRepairKit,PipeRepairSystem,(002)IND21278 $Ͳ $ͲMGSͲ036243B14INX12FtWhiteStopItPipeRepairKit,PipeRepairSystem,(003)IND41278 $Ͳ $ͲMGSͲ041723B1Fireye,Integrated,DualSensorNema4X,Expanded24VDC,FlameScanner,Relay $Ͳ $ͲMGSͲ000173C4CTGMinimaxFlameDetector,FMX3501Ex$Ͳ $ͲMGSͲ000213C3Module,SelfͲCheck,ModelMBUVSͲ301D,DuctBurner$Ͳ $ͲMGSͲ000223C1Fireye,UVScanner,45UV5Ͳ1009,120VACShutter,1"MNPTMount,DuctBurner $Ͳ $ͲMGSͲ001463C4OͲRing,10A3800X012,EmersonDistribution$Ͳ $ͲMGSͲ001473C4OͲRing,11A8741X052,Fisher$Ͳ $ͲMGSͲ001483C4OͲRing,19B0359X012,EmersonDistribution$Ͳ $ͲMGSͲ001493C16OͲRing,1C8538X0052,EmersonDistribution$Ͳ $ͲMGSͲ001503C4OͲRing,1H862306992,Fisher$Ͳ $ͲMGSͲ001513C8OͲRing,T12050X0012,EmersonDistribution$Ͳ $ͲMGSͲ001523C4OͲRing,10B4428X012,EmersonDistribution$Ͳ $ͲMGSͲ001533C8OͲRing,13A1584X052,EmersonDistribution$Ͳ $ͲMGSͲ001543C4OͲRing,18B2124X012,EmersonDistribution$Ͳ $ͲMGSͲ001553C4OͲRing,18B3438X012,EmersonDistribution$Ͳ $ͲMGSͲ001573C4OͲRing,3/8x1/2x1/16,P/N1E216306992,EmersonDistributionorFisher $Ͳ $ͲResolution No. 2021-41 Page 137 of 179 __________________ 2.1(d)-31 4824-6640-2047v10/022487-0008 PartBinExpectedQty.DescriptionComments/NotesUnitPriceInventoryValueMGSͲ001603C4Diaphragm $Ͳ $ͲMGSͲ001613C4Diaphragm,2"TypeEZR,FMS17E97$Ͳ $ͲMGSͲ001633C4OͲRing,1D269206992,EmersonDistribution$Ͳ $ͲMGSͲ007223C1FlameDetector,20Ͳ32VDC0Ͳ20mA$Ͳ $ͲMGSͲ007273C1Fireye,FlameScannercable,RightAngle,59Ͳ497Ͳ010RC$Ͳ $ͲMGSͲ015273C345UV5Ͳ1009,UVSelfͲCheckScanner,Fireye$Ͳ $ͲMGSͲ025873C2Fireye,HPSͲ100D,PowerSupplyDuctBurner,BMS $Ͳ $ͲMGSͲ025883C2Fireye,LPSͲ100D120V,PowerSupplyDuctBurner,BMS$Ͳ $ͲMGSͲ042323C338372602,End,ShortAssembly,HESI,SPA,SparkTipShort,DuctBurner,HRSG $Ͳ $ͲMGSͲ007523D2CTGMinimaxFlameDetector20303791, $Ͳ $ͲMGSͲ026933D1Fireye,FlameworkIIWiringBase,MBBͲ300D$Ͳ $ͲMGSͲ026943D3Fireye,Spare,Mounts,OͲRings,Etc... $Ͳ $ͲMGSͲ028243D2Kidde,BatteryOperatedInterconnectableSmokeAlarm,Model#RFͲSMͲDC $Ͳ $ͲMGSͲ049133D8Fireye92Ͳ48Quartzwindowusedin60Ͳ1199union.SeeComments$Ͳ $ͲMGSͲ001424A1USED,Switch,LowLevel,LM301ͲEX,3/4"Ͳ14NPT,Vent1/2"Ͳ14NPT,GasCompressor $Ͳ $ͲMGSͲ001434A1Pump,LubricatorAss'y,ModelPͲ55U,GasCompressor$Ͳ $ͲMGSͲ001884A1U.E.Compression,2Ͳ029408PistonRod,071.37DIAx23.68,GasCompressorParts $Ͳ $ͲMGSͲ001934A1VibrationFitting,GasCompressor$Ͳ $ͲMGSͲ009394A1BunamechSeal,GasCompressorpreͲlubepumpparts,viking,Kit(27)$Ͳ $ͲMGSͲ009414A13Ͳ310Ͳ003Ͳ99Ͳ00,GasketSet,GasCompressorpreͲlubepumpparts,Kit(29) $Ͳ $ͲMGSͲ026844A1GasCompressorMainFrameOilPump$Ͳ $ͲMGSͲ001404B4BaldwinFilters,SpinͲOnFilter,L:119/32in,OD:411/16in,MicronRating5 $Ͳ $ͲMGSͲ001764B2603812A035001/2,ValveSeatGasket,GasCompressor$Ͳ $ͲMGSͲ001834B461Ͳ20122,InletValveSeatGasket(10)GasCompressor$Ͳ $ͲMGSͲ001964B36SuctionValveCoverGasket,A4Ͳ21007,4"x0.120",Aluminum,GasCompressor $Ͳ $ͲMGSͲ016704B33OͲRing,PackerBolt,216ͲPSͲ2988,0011N,GasCompressor$Ͳ $ͲMGSͲ027864B30GasCompressorByͲPassCoolerPlugs$Ͳ $ͲMGSͲ027884B19GasCompressorMTPlates,ForSuction&Dischargevalves$Ͳ $ͲMGSͲ051164B1STGJackingOilPump$Ͳ $ͲMGSͲ001074C1ThrustBearing,RecircValveGasCompressorSkid$Ͳ $ͲResolution No. 2021-41 Page 138 of 179 __________________ 2.1(d)-32 4824-6640-2047v10/022487-0008 PartBinExpectedQty.DescriptionComments/NotesUnitPriceInventoryValueMGSͲ001084C1Kit,SPDTSwitch,F/L1100/L1200,15000124,GasCompressorSkid$Ͳ $ͲMGSͲ001094C1SeatRing,SHRSTRM,4"CL150/600,AorSAͲ666Ͳ316,RecircValveGasCompressor $Ͳ $ͲMGSͲ001104C1SeatRing,0.2500/0.2505Diameter$Ͳ $ͲMGSͲ001114C1055008.687.000,Seal,Grafoil,Ribbon,RecircValveGasCompressorSkid$Ͳ $ͲMGSͲ001124C13RuptureDisk,Aluminum,GasCompressor$Ͳ $ͲMGSͲ001134C1053754.029.002,Plug,HexHead,RecircValveGasCompressorSkid$Ͳ $ͲMGSͲ001144C1054690.925.000,PackingSet,RecircValveGasCompressorSkid$Ͳ $ͲMGSͲ001154C1Kit,Packing,CoilSpringLoaded,PTFEVRGw/JLONSpacer$Ͳ $ͲMGSͲ001164C1075381.651.000,OͲRing,Dash#244,RecircValveGasCompressorSkid$Ͳ $ͲMGSͲ001174C1001182.650.000,OͲRing,RecircValveGasCompressorSkid$Ͳ $ͲMGSͲ001194C1001184.650.000,OͲRing,RecircValveGasCompressorSkid$Ͳ $ͲMGSͲ001204C1Bearing,Thrust,332,GasCompressor$Ͳ $ͲMGSͲ001214C1001435.655.00,Gasket,Elastomor,RecircValveGasCompressorSkid$Ͳ $ͲMGSͲ001234C1Gasket,DN15,20/24000C&24000D,GasCompressor$Ͳ $ͲMGSͲ001244C1105358.CB8.000,Bearing,RecircValveGasCompressorSkid$Ͳ $ͲMGSͲ001254C1105359.CB8.000.Bearing,RecircValveGasCompressorSkid$Ͳ $ͲMGSͲ001264C2055403.999.000,Bearing,RecircValveGasCompressorSkid$Ͳ $ͲMGSͲ001284C2Gasket,2Ͳ316Ͳ003Ͳ806Ͳ30,GasCompressor$Ͳ $ͲMGSͲ001304C2Gasket,setͲ3Ͳ310Ͳ003Ͳ999Ͳ00,GasCompressor$Ͳ $ͲMGSͲ001324C2OͲRingcylindertocrossheadguide,266ͲPSͲ2988,GasCompressor$Ͳ $ͲMGSͲ001334C5OilCoolerMountingBrackets,GasCompressor$Ͳ $ͲMGSͲ001644C3Transmitter,Vibration,ST5484E,0to2.0IPSor50.8mm/s=4to20mA$Ͳ $ͲMGSͲ001684C65Ͳ100014,Seal,Thread,1.5,NitrileRubber$Ͳ $ͲMGSͲ001694C69Ͳ100069,Ring,VVCP,CAͲTFE,3.75,1PC,GasCompressor$Ͳ $ͲMGSͲ001734C311Ͳ01Ͳ30121,Gasket,ValveSeat,74CF,DischargeValve,GasCompressor$Ͳ $ͲMGSͲ001784C11PS5806,Sprocket,1DLER332,GasCompressor$Ͳ $ͲMGSͲ001794C173ͲPSͲ11,ShaftKeys,MainFrameOilPumpShaft,GasCompressor,820270X1468 $Ͳ $ͲMGSͲ001894C1Bushing,QD/SH13/8",GasCompressor$Ͳ $ͲMGSͲ001914C1Bushing,QD/SK17/16",GasCompressor$Ͳ $ͲMGSͲ001924C1Sheave,QDHIͲCap,33V365SH,ByͲPassCooler$Ͳ $ͲResolution No. 2021-41 Page 139 of 179 __________________ 2.1(d)-33 4824-6640-2047v10/022487-0008 PartBinExpectedQty.DescriptionComments/NotesUnitPriceInventoryValueMGSͲ001944C2Bearing,Ball,CollarHousing,SCM17/16",BypassCooler $Ͳ $ͲMGSͲ002054C41111Ͳ01Ͳ20275,Pin,Locating,FixValve90,GasCompressor$Ͳ $ͲMGSͲ016894C8ConnectingRodMainBearing,10029182,GasCompressorParts $Ͳ $ͲMGSͲ021824C1Bolt,Crossheadpincap,1Ͳ029401,GasCompressorParts$Ͳ $ͲMGSͲ021854C2CrossheadPinCaps,Cap,11Ͳ029400,GasCompressorParts$Ͳ $ͲMGSͲ027874D4GasCompressorByͲPassCooler,NewsetofBlades$Ͳ $ͲMGSͲ027894D1GasCompressorByͲPassCoolerFanBlade,Hub&Cover$Ͳ $ͲMGSͲ028084D1AirCompressorOil&AirLines,Hoses,IR$Ͳ $ͲMGSͲ000105A2ExpansionJoint,150#Flextech,6",Model17378,AmmoniaHeader$Ͳ $ͲMGSͲ000125A2Bearing,Ball,CollarHousing,SAOL211/16,DilutionAirBlower $Ͳ $ͲMGSͲ000195A1Bearing,Collar,Housing,DilutionAirBlower$Ͳ $ͲMGSͲ028425A1Screen,finemeshroll$Ͳ $ͲMGSͲ000045B1OutputCard,Model3051/3001,4Ͳ20mA$Ͳ $ͲMGSͲ000055B2Timken,Fafnir,SMN211KS,+COL,Ball,DilutionBlowerBearing,Airblower $Ͳ $ͲMGSͲ025735B2NH3ControlValveBonnetGasket$Ͳ $ͲMGSͲ027105B1Skytrak,HydraulicoiltankdrainplugOͲRing$Ͳ $ͲMGSͲ027115B1SkytrakhydraulicTankStrainerOͲRing$Ͳ $ͲMGSͲ000245C1Valve,PressureRegulator,AdjustableBPVͲSM,7Ͳ150PSI,1/2"FNPT,DuctBurner $Ͳ $ͲMGSͲ000255C2Elbow,TubeFitting,20MMx20MM,SamplePanel$Ͳ $ͲMGSͲ000265C2Connector,20MMx1/2"MNPT,SamplePanel,SSͲ20M0Ͳ1Ͳ8$Ͳ $ͲMGSͲ000305C2Kit,GrafoilStemPackingRepair,3NSeriesNeedleValve,SamplePanel$Ͳ $ͲMGSͲ000325C1PKͲ91KͲ16,RepackingKitforHNSeriesValves,Swagelok$Ͳ $ͲMGSͲ000335C5valve,needle,5000psi,100deg.FSSͲ3Ͳ14RͲCRH,Swagelok$Ͳ $ͲMGSͲ000345C10Stem,NeedleValve,3/16",SamplePanel$Ͳ $ͲMGSͲ000385C1CheckValve,1PiecePoppet,1/4"FNPTx1/4"MNPT,1PSIFixed,SamplePanel $Ͳ $ͲMGSͲ027005C1SpareCouplingforvacuumpump,NonOEM$Ͳ $ͲMGSͲ031685C2451118Ͳ04A,GasketBearingHousingforvacuumpumpp/n451118$Ͳ $ͲMGSͲ010015FLOOR1CISCOSampleLine,5/16sstube,120V,(7)16AWGmsgrwires,14'long$Ͳ $ͲMGSͲ003036A42421355Ͳ3,Mount,Motor,STGHydraulicOil$Ͳ $ͲMGSͲ003216A4HP16DHL5Ͳ3MB,FilterElement,3micronabsolute,4.482"Long,BunaSeals $Ͳ $ͲResolution No. 2021-41 Page 140 of 179 __________________ 2.1(d)-34 4824-6640-2047v10/022487-0008 PartBinExpectedQty.DescriptionComments/NotesUnitPriceInventoryValueMGSͲ003736A4Filterw/Housing,Air,BFP7G3W1.0$Ͳ $ͲMGSͲ028206A1STGUnitCoolingLoop,CompleteHub&Blades,Fan$Ͳ $ͲMGSͲ030576A2MOR200Ͳ08700,OͲRing2.00x87.00mmNBR70DuroBlack,STGHydraulicUnitCooling $Ͳ $ͲMGSͲ046516A1BurstingDiscPlug,STͲ1/4"NPT,RIͲ120Ͳ0000000501,Each,Hydraulic,seecomments $Ͳ $ͲMGSͲ062636A2AR42/55RCouplingTrascoElementRED(98ShA)STGCoastDownPumpMotor $Ͳ $ͲMGSͲ007466B12036608Ͳ2,SwitchBox,CTGRedactuatorsindicatingswitch$Ͳ $ͲMGSͲ008646B2001403.029.002,ActuatorCylinderRetainingRing$Ͳ $ͲMGSͲ025756B20PleatedSyntheticFilterElement,25micronabsolute,16.26"Long,BunaSeals $Ͳ $ͲMGSͲ034876B3ECOFLEX034ͲT030401,BT30Sleeve,STGLubeOilPumpCoupling$Ͳ $ͲMGSͲ000766C8ValveBonnetNut,HeavyHex,1.25x8,AorSAͲ194Ͳ2H,Plated,Valve,HPDrum $Ͳ $ͲMGSͲ008466C1CCI,SeatRing $Ͳ $ͲMGSͲ008476C1CCI,SeatGasket$Ͳ $ͲMGSͲ008486C1CCI,PlugAssembly$Ͳ $ͲMGSͲ008496C2CCI,GuideBushingOͲRing1$Ͳ $ͲMGSͲ008506C2CCI,GuideBushOͲRing$Ͳ $ͲMGSͲ008516C2CCI,DiaphragmWasherOͲRing$Ͳ $ͲMGSͲ008526C1CCI,CAGE $Ͳ $ͲMGSͲ008536C2CCI,SeatGasket$Ͳ $ͲMGSͲ008546C1CCI,BalanceSeal$Ͳ $ͲMGSͲ008556C1CCI,BalanceCylinder$Ͳ $ͲMGSͲ008586C2055985.300.040,StemClamp$Ͳ $ͲMGSͲ008606C1001357.013.002,LockNut$Ͳ $ͲMGSͲ008626C2083475.F0H.000,POTENTIOMETER$Ͳ $ͲMGSͲ008656C1001311.601.003,ActuatorPISTON$Ͳ $ͲMGSͲ008676C9HPFlowControlValve,001312.650.000,OͲRingPistonStem,ValveParts$Ͳ $ͲMGSͲ008686C11HPFlowControlValve,001718.650.000,OͲRingActuatorStem,ActuatorParts $Ͳ $ͲMGSͲ008696C6HPFlowControlValve,017740.431.000,Bushing,UPPERStem,ActuatorParts $Ͳ $ͲMGSͲ008706C5HPFlowControlValve,001107.433.000,Bushing,LOWERStem,1.12ValveParts $Ͳ $ͲMGSͲ008716C2020904.150.000,PackingSpacer$Ͳ $ͲMGSͲ008726C2002499.150.000,PackingSpacer$Ͳ $ͲResolution No. 2021-41 Page 141 of 179 __________________ 2.1(d)-35 4824-6640-2047v10/022487-0008 PartBinExpectedQty.DescriptionComments/NotesUnitPriceInventoryValueMGSͲ008746C4CCI,StemPackingSet$Ͳ $ͲMGSͲ008766C1CCI,SeatRing $Ͳ $ͲMGSͲ008776C3CCI,SeatGasket$Ͳ $ͲMGSͲ008796C1CCI,PlugAssembly$Ͳ $ͲMGSͲ008806C16CCI,NozzlePacking$Ͳ $ͲMGSͲ008816C8CCI,NozzleGasket$Ͳ $ͲMGSͲ008826C1CCI,Nozzle $Ͳ $ͲMGSͲ008836C2CCI,NozzleLockWasher$Ͳ $ͲMGSͲ008846C1CCI,CAGE $Ͳ $ͲMGSͲ008856C6CCI,BonnetGasket$Ͳ $ͲMGSͲ008866C3CCI,BalanceSeal$Ͳ $ͲMGSͲ008876C1CCI,BalanceCylinder$Ͳ $ͲMGSͲ008896C2CCI,Gasket $Ͳ $ͲMGSͲ008906C8CCI,STUDBOLT$Ͳ $ͲMGSͲ008946C4CCI,StemPacking$Ͳ $ͲMGSͲ008956C1CCI,SeatRing $Ͳ $ͲMGSͲ008966C1CCI,PressureSealGasket$Ͳ $ͲMGSͲ008976C3CCI,ActuatorSTUFFINGBOXPacking$Ͳ $ͲMGSͲ025256C1P/N:001110.868.000,LPDrumLevelControlValveBonnetGasket,Flowserve $Ͳ $ͲMGSͲ027096C237860.650.000,HPLevelControlValveActuatorOͲRingKit,100sqin$Ͳ $ͲMGSͲ028096C8ValveBonnetStuds$Ͳ $ͲMGSͲ037886C2HPControlValveStemBellows$Ͳ $ͲMGSͲ059066C1HPDrumLevelActuator,Piston$Ͳ $ͲMGSͲ003177A4Gasket,P/N522243$Ͳ $ͲMGSͲ003187A2Gasket,P/N522244$Ͳ $ͲMGSͲ007247A1TemperatureSensor$Ͳ $ͲMGSͲ036577A1CTGasTurbineIGVActuator,USED$Ͳ $ͲMGSͲ053817A27002Ͳ06Ͳ04ͲSSͲBSOneEndStainlessSteelTeflonHoseAssembly$Ͳ $ͲMGSͲ062577A12420906Ͳ3,TemperatureSensorTurbineStator$Ͳ $ͲMGSͲ002087B1ICSD292729Ͳ101,ModuleThyristor,SKKT27/16E,1CSD296656Ͳ1$Ͳ $ͲResolution No. 2021-41 Page 142 of 179 __________________ 2.1(d)-36 4824-6640-2047v10/022487-0008 PartBinExpectedQty.DescriptionComments/NotesUnitPriceInventoryValueMGSͲ002107B3StraightCouplingOilflushing$Ͳ $ͲMGSͲ002117B3264546Ͳ7,Socket(HydrostaticOil)$Ͳ $ͲMGSͲ002127B10Socket(HydrostaticOil)$Ͳ $ͲMGSͲ002137B6264546Ͳ3,Socket(HydraulicOilPipes)Siemens$Ͳ $ͲMGSͲ002147B6264546Ͳ9,264546Ͳ9,Socket(HydraulicOilPipe)Siemens$Ͳ $ͲMGSͲ002157B4ReplacementFuse250V$Ͳ $ͲMGSͲ002167B1GR12/08ZSA3,Coupling,Reducing,GR12,0825A3 $Ͳ $ͲMGSͲ002177B2Coupling,Reducing,RI11/4"EDx3/4"A3G $Ͳ $ͲMGSͲ002187B1T6825Ͳ108,T6825Ͳ108,Coupling,Reducing,Siemens $Ͳ $ͲMGSͲ002197B1Gasket,T3711DN40PN16,DIXO4000$Ͳ $ͲMGSͲ002207B1CircuitBreaker,480VAC,MCBS262ͲC10$Ͳ $ͲMGSͲ002217B1ICSD292733Ͳ128,CircuitBreaker,480VAC,MCBS261ͲC6$Ͳ $ͲMGSͲ002227B1GHS2620001R0164,CircuitBreaker,480VAC,MCBS262ͲC16$Ͳ $ͲMGSͲ002237B1ICSD292733Ͳ135,CircuitBreaker,480VAC,MCBS282UCͲB6A$Ͳ $ͲMGSͲ002247B1ICSD292733Ͳ133,CircuitBreaker,480VAC,S282UCͲB10A$Ͳ $ͲMGSͲ002257B1ICSD292733Ͳ132,CircuitBreaker,480VACͲ500VDC,S282UCͲK8A$Ͳ $ͲMGSͲ002267B1LevelSwitch,Liquid,HMFBͲVV,LevelV=220mm,V=300mm,MAX230V,CͲ0040500241 $Ͳ $ͲMGSͲ002277B1CuttingRing,Item18$Ͳ $ͲMGSͲ002287B2Gasket,T3711DN65PN16,DIX04000$Ͳ $ͲMGSͲ002297B1Gasket,T3711DN80PN16,DIXO4000$Ͳ $ͲMGSͲ002307B4264545Ͳ7,Elbow(HydrostaticOilPipes)$Ͳ $ͲMGSͲ002317B30CuttingRingD=12$Ͳ $ͲMGSͲ002327B7CuttingRingD=12$Ͳ $ͲMGSͲ002337B42DOZ30S71,CuttingRing(ss)(JackingOilPipes)$Ͳ $ͲMGSͲ002347B1Coupling $Ͳ $ͲMGSͲ002357B2Clamp,Support,SP112AL.15,STGJackingOil$Ͳ $ͲMGSͲ002367B1OͲRing,SAE21/2"$Ͳ $ͲMGSͲ002377B20T4427Ͳ802,Clamp,Support,STGHydraulicOil$Ͳ $ͲMGSͲ002387B41T4427Ͳ805,Clamp,Support,STGHydraulicOil$Ͳ $ͲMGSͲ002397B6GE12ZASREDA3C,Coupling(HydraulicOilPipe)$Ͳ $ͲResolution No. 2021-41 Page 143 of 179 __________________ 2.1(d)-37 4824-6640-2047v10/022487-0008 PartBinExpectedQty.DescriptionComments/NotesUnitPriceInventoryValueMGSͲ002407B1Valve,Solenoid,MOD:D761Ͳ2766,Type:S20FOFBAVBL,210Bar,+/Ͳ20mA$Ͳ $ͲMGSͲ002457B11CSD338260,Gauge,temperature,0Ͳ225DegF$Ͳ $ͲMGSͲ002477B3Solenoid,MKS2/k,230V,1Amp,50VA$Ͳ $ͲMGSͲ002487B2Plugs,STJackingOil $Ͳ $ͲMGSͲ002497B1CircuitBreaker,480VACͲ500VDC,S282UC216A$Ͳ $ͲMGSͲ002507B1CircuitBreaker,480VAC,S216B6$Ͳ $ͲMGSͲ002517B1Cable $Ͳ $ͲMGSͲ002527B1Valve,Needle,6000PSI,200DEGF$Ͳ $ͲMGSͲ002537B1Solenoid,100Ͳ120V,22Watts$Ͳ $ͲMGSͲ002567B1Connector,Male,30mm $Ͳ $ͲMGSͲ002577B1Elbow,Male,30mm $Ͳ $ͲMGSͲ002597B1SpeedPROBE $Ͳ $ͲMGSͲ002617B2Ring,Plastic,Set/pair$Ͳ $ͲMGSͲ002637B1SolenoidValve,282366Ͳ21$Ͳ $ͲMGSͲ002647B32421910Ͳ1,Vickers$Ͳ $ͲMGSͲ003087B2Seal,Oil,JointRadial,CR55x75x10,HHSA10,VacuumPump$Ͳ $ͲMGSͲ003097B3Strainer,GlandSteam,STG$Ͳ $ͲMGSͲ003197B2Gasket $Ͳ $ͲMGSͲ003207B4Gasket $Ͳ $ͲMGSͲ003247B4MetalPlates,Drawing#1CS033896ͲS,150x150x6$Ͳ $ͲMGSͲ003817B11CSD338128,Transmitter,Temperature,0Ͳ100DEGC,PT100,3854ͲWire$Ͳ $ͲMGSͲ003827B1Switch,Pressurew/solenoidvalve,18Ͳ150PSI,1CSD338128$Ͳ $ͲMGSͲ005467B11CSD338260,BurstFuse,ERDDN5,250BARG+/Ͳ10%@50DEGC$Ͳ $ͲMGSͲ005547B1ICSD292733Ͳ105,Relay,SeriesQRͲC,24VDC$Ͳ $ͲMGSͲ029637B2EYEͲHYE,DrumLevelIndicator$Ͳ $ͲMGSͲ005797C3Fuse,MediumVoltage,8.26kV,200Amps,50/60Hz$Ͳ $ͲMGSͲ005807C2Fuse,MediumVoltage,8.26kV,70Amps,50/60Hz$Ͳ $ͲMGSͲ005817C2Fuse,HighVoltage,8.3kV,70Amps,50/60Hz,151D963G01,CutlerͲHammer $Ͳ $ͲMGSͲ005827C3Fuse,HighVoltage,7.2kV,200Amps,50/60Hz,151D963G06,CutlerͲHammer $Ͳ $ͲMGSͲ005837C1Fuse,600VAC,500VDC,200Amps,UPS$Ͳ $ͲResolution No. 2021-41 Page 144 of 179 __________________ 2.1(d)-38 4824-6640-2047v10/022487-0008 PartBinExpectedQty.DescriptionComments/NotesUnitPriceInventoryValueMGSͲ005847C1Relayw/Card,Spare,MPDCMUPS$Ͳ $ͲMGSͲ006127C12420906Ͳ1,ThermocoupleWell$Ͳ $ͲMGSͲ006137C12420906Ͳ2,ThermocoupleWell$Ͳ $ͲMGSͲ006147C12420906Ͳ3,ThermocoupleWell$Ͳ $ͲMGSͲ006157C12420906Ͳ4,ThermocoupleWell$Ͳ $ͲMGSͲ006167C22420906Ͳ5,ThermocoupleWell,TempProbe,5803093Ͳ005$Ͳ $ͲMGSͲ006917C1TemperatureController$Ͳ $ͲMGSͲ018477C10MagnetrolEchotelContactUltrasonicLevelSwitch,X940Ͳ711EͲ001$Ͳ $ͲMGSͲ026917C9UPSPCDMCapacitor,P91D23306H05,Ronken$Ͳ $ͲMGSͲ037627C3UPSFanRelayBoard(spares)$Ͳ $ͲMGSͲ005858A11LA91464YK62,Motor,Frame145TC,230/460VAC,2.00HP,1800RMP$Ͳ $ͲMGSͲ005878A1M3559T,Motor,Frame145T,230/460VAC,3.00HP,3450RMP,ScannerAirBlower $Ͳ $ͲMGSͲ027088A1ParshallFlumeCoverGasket$Ͳ $ͲMGSͲ028758A1EZRGasRegulatorDiaphragmOͲringRepairKit,Fisher$Ͳ $ͲMGSͲ002658B42420703Ͳ2,Vickers$Ͳ $ͲMGSͲ003058B2Coupling,Reducing,STGJackingOil$Ͳ $ͲMGSͲ003258B11CSD338260,Plates,150x150x6,STGlandandLeakOff$Ͳ $ͲMGSͲ003758B1100mwire $Ͳ $ͲMGSͲ003768B1100mwire $Ͳ $ͲMGSͲ003778B1100mwire $Ͳ $ͲMGSͲ003788B1100mwire $Ͳ $ͲMGSͲ003798B1100mwire $Ͳ $ͲMGSͲ003808B1100mwire $Ͳ $ͲMGSͲ005558B11CSD295801Ͳ9,Probe,Temperature,PT100$Ͳ $ͲMGSͲ007338B3SolenoidCTGBLEEDValve,1CSA19254Ͳ1$Ͳ $ͲMGSͲ007498B12421268Ͳ1,Igniterunit$Ͳ $ͲMGSͲ032618B3HeatingElement,166770037ͲB,ABB$Ͳ $ͲMGSͲ059388B1ParkerRelaySolenoid,S/N7341NAKBJNMO$Ͳ $ͲMGSͲ059398B1ParkerRelaySolenoid,S/N7341NAKBNNM1$Ͳ $ͲMGSͲ062568B11Kit $Ͳ $ͲResolution No. 2021-41 Page 145 of 179 __________________ 2.1(d)-39 4824-6640-2047v10/022487-0008 PartBinExpectedQty.DescriptionComments/NotesUnitPriceInventoryValueMGSͲ007258C11CS16676Ͳ2,Seal,OͲRing,FilterHousing,CTLubeOil $Ͳ $ͲMGSͲ007348C1A7795735Ͳ28,StatusPanel$Ͳ $ͲMGSͲ007358C12423772Ͳ1,CTGIgniterSparkPlug$Ͳ $ͲMGSͲ007478C1PushButton,releasefiresystem,A7795372Ͳ23$Ͳ $ͲMGSͲ007578C32"ButterflyValve$Ͳ $ͲMGSͲ036098C1MOGAS1"600#IRSVPͲUCMetalSeatedBallValve,A105,SWEnds,UnitorqT222HT $Ͳ $ͲMGSͲ005868FLOOR1Motorw/pump,CTWashTank,DrainPump,S200P8Ͳ1$Ͳ $ͲMGSͲ010049A1MZAA100L3GAA101001ͲBDA,H.P.3.5KW,Coolingfan,CTGstartingmotor $Ͳ $ͲMGSͲ044159A1EastͲStormBasinDrainPlugͲUsedSparePart$Ͳ $ͲMGSͲ055669A1DURCOPumpGuardandBrackets$Ͳ $ͲMGSͲ001589B4Kit,ValveRepair,Type161H&161EBH,CureDate:1Q06$Ͳ $ͲMGSͲ001599B4Kit,ValveRepair,Type161HM&161EBHM,CureDate:3Q04$Ͳ $ͲMGSͲ001829B2Strainer,Element,8JͲ304ͲSTRͲ30Mesh,STGGlandAtemporatorSprayStrainer? $Ͳ $ͲMGSͲ001909B2Regulator,Type161EB,200Ͳ400PSI,Max1500PSI,1/4"DN8$Ͳ $ͲMGSͲ007169B2DifferentalPressureSwitch,30VDC2Amp,0Ͳ15MBAR,MBA10CP050$Ͳ $ͲMGSͲ025799B2310Ͳ150Ͳ00,RVͲMDPartsKit,RVMD,RockerUnit,IgnitionGasRegulator$Ͳ $ͲMGSͲ026789C27201,OilFilter,Napa,Skytrak$Ͳ $ͲMGSͲ060439C2ExhaustClamps,4",DieselFirePump$Ͳ $ͲMGSͲ029879FLOOR2TypeEZRRegulator,PressureReducingValves,P/NEZRͲ1270Ͳ782347$Ͳ $ͲMGSͲ053279FLOOR1LPBFWPRecircValves,Schroedahl $Ͳ $ͲMGSͲ03611CODECAGE7Velan1"GateValve,bodyF22,410,ST.6,SeatHF,W05Ͳ3054WͲ06TS,A,1500# $Ͳ $ͲMGSͲ03612CODECAGE12VELAN1"GateValveBodyA105NCR13,CR13,HF,A,API602/ISO15761/B16.34,800# $Ͳ $ͲMGSͲ03613CODECAGE4VELAN1/2"GlobeValve,A105N,410,CA15,HF,A,CO3Ͳ2074BͲ02TY,800# $Ͳ $ͲMGSͲ03614CODECAGE1VELAN1/2"GlobeValve,A105N,CR13,HF,B,SͲ3074BͲ02ͲY,API602/150,1500# $Ͳ $ͲMGSͲ03615CODECAGE2VELAN11/2"GlobeValve,A105N,CR13,CR13,HF,B,WͲ3074BͲ02TY,1500# $Ͳ $ͲMGSͲ03616CODECAGE2VELAN2"GateValve,WB,A105N,CR13,CR13,STG,F16,WͲ2054WͲ02TY,800# $Ͳ $ͲMGSͲ03617CODECAGE13VELAN1"GateValve,A105N,CR13,CR13,HF,WͲ3054BͲ02TY,A,1500#$Ͳ $ͲMGSͲ03618CODECAGE3VELAN2"GateValve,F22,410,ST.6,HF,A,W08Ͳ3054Ͳ06TS,1500# $Ͳ $ͲMGSͲ03619CODECAGE1VELAN3/4"GlobeValve,A105N,CR13,CR13,HF,A,SͲ2074BͲ02TY,800#$Ͳ $ͲMGSͲ03620CODECAGE1OMB2"GateValve,A105,CR13,CR13,HF,B16.34/BS5352,800#$Ͳ $ͲResolution No. 2021-41 Page 146 of 179 __________________ 2.1(d)-40 4824-6640-2047v10/022487-0008 PartBinExpectedQty.DescriptionComments/NotesUnitPriceInventoryValueMGSͲ03974CODECAGE1Crosby,1.5H3HSJͲ66ͲE1.5"1500#X3"300#,HPEconomizerValve,Repaired $Ͳ $ͲMGSͲ03975CODECAGE1Crosby,1.5H3HSJͲ36ͲE,1.5"300#X3"150#,LPEconomizerValve,Repaired $Ͳ $ͲMGSͲ06226CODECAGE22.5"F222500#ButtweldBallValve$Ͳ $ͲMGSͲ06227CODECAGE11"F223500#SocketWeldBallValve$Ͳ $ͲMGSͲ06228CODECAGE11.5"F223500#SocketWeldBallValve$Ͳ $ͲMGSͲ06229CODECAGE11.5"F224500#SocketWeldBallValve$Ͳ $ͲMGSͲ06230CODECAGE11.5"F221500#SocketWeldBallValve$Ͳ $ͲMGSͲ06231CODECAGE11.5"F222250#SocketWeldBallValve$Ͳ $ͲMGSͲ03259ELECTͲERͲ103DinRailTemperature&mATransmitter,4270215Ͳ64,ABB$Ͳ $ͲMGSͲ03845ELECTͲERͲ102PRͲ10Ͳ2Ͳ100Ͳ1/8Ͳ6ͲE1/8DiameterRTDProbeSTGPinionBearing1/8inchX6inch $Ͳ $ͲMGSͲ00311ELECTͲERͲ111SELͲ351A $Ͳ $ͲMGSͲ00312ELECTͲERͲ111SELͲ701MotorprotectionRelay$Ͳ $ͲMGSͲ05981ELECTͲERͲ121SimaticEthernetScalanceX308Ͳ2,8ͲRJ45,2ͲF0W/RM,ForMMFO,6GK53082FL102AA3 $Ͳ $ͲMGSͲ06032ELECTͲERͲ121SimaticS7Ͳ400ͲSPPAͲT3000,S7Ͳ4105HFPA,PS/DCBundle$Ͳ $ͲMGSͲ05973ELECTͲERͲ1324UniversalGroundTerminalBlockͲUT4ͲPE,3044128$Ͳ $ͲMGSͲ05974ELECTͲERͲ1328TerminalsUT2.5ͲMTͲP/PPhoenixContactAB,3046375$Ͳ $ͲMGSͲ05975ELECTͲERͲ132CircuitBreaker,1POLE,Thermmag6ACͲCurve,240VAC/60VDC,5SJ41067HG40 $Ͳ $ͲMGSͲ05977ELECTͲERͲ134CircuitBreaker2ͲpolCSiemens,5SY42207$Ͳ $ͲMGSͲ05978ELECTͲERͲ132SimaticS7Ͳ300ͲSM326FailͲSafeDigitalOutput,6ES73262BF100AB0$Ͳ $ͲMGSͲ05979ELECTͲERͲ134CircuitBreaker400V10KA,2ͲPole,C,30A,D=70MM,5SY42307$Ͳ $ͲMGSͲ05980ELECTͲERͲ132PLCS7Ͳ300AnalogInputModule,6x13BIR,FailSafe,6ES73364GE000AB0 $Ͳ $ͲMGSͲ05983ELECTͲERͲ13200TerminalsPhoenix,3104013$Ͳ $ͲMGSͲ05984ELECTͲERͲ132BusConnector,Profibus,90Degreees,W.OPGSocket,6ES79720BA120XA0 $Ͳ $ͲMGSͲ05985ELECTͲERͲ137BusConnectorF,Profibus,W.OPGSocket,TiltedCableoutlet,6ES79720BA420XA0 $Ͳ $ͲMGSͲ06033ELECTͲERͲ131ThermoͲMagnetic,C.B.TMC26.0ASFBPPhoenixContactAB,2800874$Ͳ $ͲMGSͲ05976ELECTͲERͲ1411AUXContactFor5SJ4CircuitBreaker,1NO/1NC,5ST30100HG$Ͳ $ͲMGSͲ05987ELECTͲERͲ142Converter,RSͲ232/RSͲ485TypePSMͲMEͲRS323/RS485ͲP,2744416$Ͳ $ͲMGSͲ05988ELECTͲERͲ142SafetyRelayPhoenix,2900510$Ͳ $ͲMGSͲ05990ELECTͲERͲ1410Optocoupler,PLCͲBSCͲ120UC/21/SO46,Base,2980319$Ͳ $ͲMGSͲ05991ELECTͲERͲ1410FusePlug,WithLEDIndicator,PͲFU5X20LED24,12.30V,3036819$Ͳ $ͲResolution No. 2021-41 Page 147 of 179 __________________ 2.1(d)-41 4824-6640-2047v10/022487-0008 PartBinExpectedQty.DescriptionComments/NotesUnitPriceInventoryValueMGSͲ05992ELECTͲERͲ1410FusePlug,PͲFU5X20LED24,120KOHM,3036820$Ͳ $ͲMGSͲ05993ELECTͲERͲ148FrontConnectorSiemens,6ES79213AB000AA0$Ͳ $ͲMGSͲ05994ELECTͲERͲ146SimaticS740PinFrontConnectorwithscrewͲtypeterminals,6ES73921AJ000AA0 $Ͳ $ͲMGSͲ05996ELECTͲERͲ1410Relay,24VDCCoil,2PDT6A,PLCͲRSCͲ24DC/21Ͳ21,Base&Relay,2967060$Ͳ $ͲMGSͲ05997ELECTͲERͲ141Converter,10/100BaseͲT/FOTypeFLMCEF1300MMST,2902854$Ͳ $ͲMGSͲ05998ELECTͲERͲ143SimaticS720PinFrontConnectorsithscreͲtypeTerminals,6ES73921AJ000AA0 $Ͳ $ͲMGSͲ05999ELECTͲERͲ143PLCS7ProfibusConnector,35degrees,WPGConn.,6ES79720BB420XA0$Ͳ $ͲMGSͲ06000ELECTͲERͲ141SimaticDPRS485BusConnector90DegreewithPGSocket,6ES79720BB520XA0 $Ͳ $ͲMGSͲ06001ELECTͲERͲ143TerminalBlock,PowerDistribution2x8300V,30AMPS,60279781$Ͳ $ͲMGSͲ06002ELECTͲERͲ141ThermoͲMagneticC.B.TMC24.0ASFBPPhoenixContactAB,2800872$Ͳ $ͲMGSͲ06003ELECTͲERͲ142DiodeModule,EMG22DIO7P,7X1N4007,CommonCathode,2950064$Ͳ $ͲMGSͲ06034ELECTͲERͲ1410PLCS7BatteryforPowerSupply,Lithium,AA,1.9AH,3.6V,Requires4perrack $Ͳ $ͲMGSͲ06035ELECTͲERͲ146MiniatureCircuitBreaker,5SJ41087HG41$Ͳ $ͲMGSͲ06036ELECTͲERͲ143CircuitBreaker,5SJ42087HG41$Ͳ $ͲMGSͲ06037ELECTͲERͲ142CentralProcessingUnit,6ES79601AA060XA0$Ͳ $ͲMGSͲ06039ELECTͲERͲ141TerminalBlock,PowerDistribution2x12,300V,30AMPS,60279782,WAGO $Ͳ $ͲMGSͲ06040ELECTͲERͲ141TerminalBlock,PowerDistribution2x24,300V,30AMPS,60279785,WAGO $Ͳ $ͲMGSͲ06027ELECTͲERͲ154LockoutFastRelay8NC/NO,24VDC,1CSD297501Ͳ2$Ͳ $ͲMGSͲ06028ELECTͲERͲ152MiniatureCircuitBreaker,ABB,2CDS253001R0065$Ͳ $ͲMGSͲ06029ELECTͲERͲ156RelaySocket,1CS131621Ͳ1,SpareCHAIO$Ͳ $ͲMGSͲ06030ELECTͲERͲ152Relay,28VAC/DC,334980602$Ͳ $ͲMGSͲ06031ELECTͲERͲ153Relay,24VDC,330219802$Ͳ $ͲMGSͲ06038ELECTͲERͲ151HardDrive,APCPSNMC2,AP9630$Ͳ $ͲMGSͲ06174ELECTͲERͲ153Siemens,6ES73317NF100AB0,InputModule,S7300,8AI,16BIT,40PIN,ISOL $Ͳ $ͲMGSͲ05971ELECTͲERͲ162SimaticNetProfibusOLM/G12V4.0,ProfibusOpticalLinkModule,6GK15033CB00 $Ͳ $ͲMGSͲ05972ELECTͲERͲ162SimaticS7Ͳ300ͲSM322DigitalOutputModule,6ES73221BH010AA0$Ͳ $ͲMGSͲ05986ELECTͲERͲ162RedundancyDiodemoduleͲQuintͲDiode/12Ͳ24DC/2x20/1x40,2320157$Ͳ $ͲMGSͲ05989ELECTͲERͲ162RedundancyModuleQuintͲOring/24DC/2X40/1X80,2902879$Ͳ $ͲMGSͲ06007ELECTͲERͲ161Anybus,Communicator,AB7000ͲC$Ͳ $ͲMGSͲ06008ELECTͲERͲ162QuintͲORing/24DC/2X20/1X40PhoenexContactAB,2320186$Ͳ $ͲResolution No. 2021-41 Page 148 of 179 __________________ 2.1(d)-42 4824-6640-2047v10/022487-0008 PartBinExpectedQty.DescriptionComments/NotesUnitPriceInventoryValueMGSͲ06009ELECTͲERͲ162SimaticS7Ͳ300ͲSM331AnalogInputModules,6ES73317NF000AB0$Ͳ $ͲMGSͲ06010ELECTͲERͲ163SimaticS7Ͳ300ͲSM321DigitalInputModule,6ES73217BH010AB0$Ͳ $ͲMGSͲ06011ELECTͲERͲ162SimaticS7Ͳ300ͲSM322DigitalOutputModule,6ES73221HF100AA0$Ͳ $ͲMGSͲ06012ELECTͲERͲ162SimaticS7Ͳ300ͲSM321DigitalInputModule,6ES73211FH000AA0$Ͳ $ͲMGSͲ06013ELECTͲERͲ162SimaticS7Ͳ300ͲSM332AnalogOutputModules,6ES73325HF000AB0$Ͳ $ͲMGSͲ06014ELECTͲERͲ162AnalogOutputSM3324AO,U/ISiemensA&D,6ES73327ND020AB0$Ͳ $ͲMGSͲ06015ELECTͲERͲ161SimaticS7Ͳ300ͲYͲCoupler,6ES71971LB000XA0$Ͳ $ͲMGSͲ06016ELECTͲERͲ162SimaticS7Ͳ300ͲSM321DigitalInpoutModule,6ES7321BL000AA0$Ͳ $ͲMGSͲ06017ELECTͲERͲ162SimaticS7Ͳ300ͲSM331AnalogInputModules,6ES73317PF010AB0$Ͳ $ͲMGSͲ06018ELECTͲERͲ161SimaticS7Ͳ300ͲFM350CounterModule,6ES73501AH030AE0$Ͳ $ͲMGSͲ06019ELECTͲERͲ162SimaticDP/PA,ET200MIMDP/PALinkorYͲLink,6ES71532BA700XXXB0$Ͳ $ͲMGSͲ06020ELECTͲERͲ162SimaticS7Ͳ300,AnalogInputModule,6ES73317KF020AB0$Ͳ $ͲMGSͲ06021ELECTͲERͲ164SimaticET200,DPSlaveInterfaceModule,6ES71532BA100XB0$Ͳ $ͲMGSͲ06022ELECTͲERͲ164BusModuleSiemens,6ES71957HD100XA0$Ͳ $ͲMGSͲ06023ELECTͲERͲ163SimaticS7Ͳ300ͲIM157BusModule,6ES71957HD800XA0$Ͳ $ͲMGSͲ06024ELECTͲERͲ163PLCET200MActiveBusModuleBM2X40For2Modules40MMW,6ES71957HB000XA0 $Ͳ $ͲMGSͲ06025ELECTͲERͲ162PLCET200MActiveBusModuleBM1X80For1Module80MMW,6ES71957HC000XA0 $Ͳ $ͲMGSͲ06026ELECTͲERͲ161SimaticE200,BusModule,YͲCoupler,6ES76547HY000XA0$Ͳ $ͲMGSͲ02880ELECTͲERͲ172261320PZPZ,PDCMUPSPanelMeter,0Ͳ150DCV,50mvMeterShunt,Emerson $Ͳ $ͲMGSͲ02881ELECTͲERͲ174261344PZPZ,PDCMUPSPanelMeter,0Ͳ150ACV,Scale0Ͳ150ACV,Emerson $Ͳ $ͲMGSͲ02882ELECTͲERͲ174261350ANAN,PDCMUPSPanelMeter,Frequency,55Ͳ65Hz.120VAC,Emerson $Ͳ $ͲMGSͲ02883ELECTͲERͲ174261340LSNT,PDCMUPSPanelMeter,DCͲAMeter,Emerson$Ͳ $ͲMGSͲ00626ELECTͲERͲ1913820313Ͳ5,PressureSwitch,125VAC,1Amp,3Ͳ20PSI$Ͳ $ͲMGSͲ02848ELECTͲERͲ21UPSCardAuxPDCM$Ͳ $ͲMGSͲ03701ELECTͲERͲ22LogicBoardUPSCT1$Ͳ $ͲMGSͲ03702ELECTͲERͲ21DCInverterBoardFerrupsUPS,64846887,PCPͲ0469$Ͳ $ͲMGSͲ05040ELECTͲERͲ22BatteryChargerDriverBoard,AuxPDCMUPS,P/NC140Ͳ24$Ͳ $ͲMGSͲ06190ELECTͲERͲ29WirewoundPotentiometer,10KOHM,5%,2W,UPSBatteryChargerPotentiometer $Ͳ $ͲMGSͲ01046ELECTͲERͲ221ChampionExciterIgniter,CTGExciterTransformer,MFR#305076,S/N01059404 $Ͳ $ͲMGSͲ02474ELECTͲERͲ224T3706Ͳ130,Gasket,Siemens$Ͳ $ͲResolution No. 2021-41 Page 149 of 179 __________________ 2.1(d)-43 4824-6640-2047v10/022487-0008 PartBinExpectedQty.DescriptionComments/NotesUnitPriceInventoryValueMGSͲ02475ELECTͲERͲ226T3706Ͳ110,Gasket,Siemens$Ͳ $ͲMGSͲ02476ELECTͲERͲ226T3706Ͳ117,GasketMetalSheated,Siemens$Ͳ $ͲMGSͲ03273ELECTͲERͲ221Sensorex,IGVLVDTFeedbackCard,Type3120,690223120C, $Ͳ $ͲMGSͲ04194ELECTͲERͲ2222422503Ͳ1,OrificeGasket$Ͳ $ͲMGSͲ04801ELECTͲERͲ221Sensorex,IGVLVDTFeedbackCard,Type3120,690223120D$Ͳ $ͲMGSͲ04689ELECTͲERͲ232KistlerͲCTGPulsationProbeCableCouplerM4ͲM4,1700A23$Ͳ $ͲMGSͲ04715ELECTͲERͲ232KistlerͲCTGPulsationProbeCable5MeterͲ10.32x10.32,1635C5$Ͳ $ͲMGSͲ04716ELECTͲERͲ232KistlerͲCTGPulsationProbeCable6MeterͲM4xM4,1655CSP6M$Ͳ $ͲMGSͲ04936ELECTͲERͲ232KistlerͲCTGPulsationProbeHighTempCable,18000892$Ͳ $ͲMGSͲ03270ELECTͲERͲ241ControlBoardforOilyH2OSeperator$Ͳ $ͲMGSͲ03286ELECTͲERͲ242CTGAnnubarParts,Adriano$Ͳ $ͲMGSͲ03279ELECTͲERͲ251Positron,NetworkT1Line,HDSLCard$Ͳ $ͲMGSͲ05171ELECTͲERͲ286(USED)SPARE,3BSM000248Ͳ1Diode,STG(SameasMGSͲ00405)$Ͳ $ͲMGSͲ05172ELECTͲERͲ281(USED)SPARE,Thyristor,Ͳ3BSM000249Ͳ1,Generator,ABB,AUX0043213(MGSͲ04328) $Ͳ $ͲMGSͲ05173ELECTͲERͲ281(USED)Spare,AControlPulseUnit,3BSM000313ͲA$Ͳ $ͲMGSͲ01950ELECTͲERͲ299BRUSH1Pair,AUX0043209,3BSM011092Ͳ1,1PAIRABB,STG$Ͳ $ͲMGSͲ02620ELECTͲERͲ320FuseSlow250VAC1.6ARadialHTSUS:8536.10.0040,ECCN:EAR99,DUCTBURNER $Ͳ $ͲMGSͲ02849ELECTͲERͲ31CoilRelay,120VTypeP,700ͲP800A1$Ͳ $ͲMGSͲ00383ELECTͲERͲ301ChessellRecorder$Ͳ $ͲMGSͲ02840ELECTͲERͲ301CO2Analyzer,Ultramat6E,P/NN1ͲU2Ͳ0259$Ͳ $ͲMGSͲ03274ELECTͲERͲ313PressureSwitch,CEMSAnalyzer$Ͳ $ͲMGSͲ00328ELECTͲERͲ324AnalogInputͲCurrent/Voltage8Pts(36Pin)$Ͳ $ͲMGSͲ03285ELECTͲERͲ321CEMSAnalyzer,Chopper$Ͳ $ͲMGSͲ03287ELECTͲERͲ321PressureGauge,0Ͳ5lbs,CEMS$Ͳ $ͲMGSͲ00355ELECTͲERͲ3342SMCSolenoidtoControlthePneumaticValveintheWTP$Ͳ $ͲMGSͲ01972ELECTͲERͲ368Switch,MiniSPDT15ARollerLever,SW1250ͲND$Ͳ $ͲMGSͲ00370ELECTͲERͲ3713500/64BentlyDynamicPressureI/OModule,140471Ͳ02$Ͳ $ͲMGSͲ00515ELECTͲERͲ372330400Ͳ02Ͳ05,Accelerometer$Ͳ $ͲMGSͲ02884ELECTͲERͲ3713500Ͳ42MͲBentleyProximitorͲSiesmicI/OModuleͲ140471Ͳ01$Ͳ $ͲMGSͲ03268ELECTͲERͲ3713500/25ͲBentleyKeyphasorI/OCardͲ125800Ͳ01$Ͳ $ͲResolution No. 2021-41 Page 150 of 179 __________________ 2.1(d)-44 4824-6640-2047v10/022487-0008 PartBinExpectedQty.DescriptionComments/NotesUnitPriceInventoryValueMGSͲ03269ELECTͲERͲ3713500/25ͲBentleyKeyphasorModuleͲ126393Ͳ01G$Ͳ $ͲMGSͲ03282ELECTͲERͲ371Accelerometer/Velomitor,330400Ͳ02Ͳ00$Ͳ $ͲMGSͲ03963ELECTͲERͲ3740WAGO222Ͳ412TerminalBlockPluggable,2POS,28Ͳ12AWG$Ͳ $ͲMGSͲ05466ELECTͲERͲ3713500/20BentlyRackInterfaceI/OModule,125768Ͳ01$Ͳ $ͲMGSͲ05467ELECTͲERͲ3713500/15BentlyHighVoltageDCPowerSupplyInputModule,129478Ͳ01$Ͳ $ͲMGSͲ05468ELECTͲERͲ3713500/15BentlyACPowerSupplyDCInputModule,125840Ͳ02$Ͳ $ͲMGSͲ05469ELECTͲERͲ3723500/15BentlyLowVoltageDCPowerSupplyInputModule,133300Ͳ01$Ͳ $ͲMGSͲ00368ELECTͲERͲ3813500/53ͲBentleyOverspeedDetectionModuleͲ133388Ͳ01$Ͳ $ͲMGSͲ03266ELECTͲERͲ3813500/64ͲBentleyDynamicPressureModuleͲ176449Ͳ05$Ͳ $ͲMGSͲ03267ELECTͲERͲ3813500/20ͲBentleyRackInterfaceModuleͲ125744Ͳ02$Ͳ $ͲMGSͲ00241ELECTͲERͲ391330101Ͳ00Ͳ13Ͳ10Ͳ02Ͳ05PROXIMITYPROBESTGBentlyNevada$Ͳ $ͲMGSͲ00737ELECTͲERͲ392330752Ͳ25,HighTempVelocityTransducer$Ͳ $ͲMGSͲ03957ELECTͲERͲ392330101Ͳ00Ͳ16Ͳ10Ͳ02Ͳ05ProximityProbe,BentlyNevada,STG $Ͳ $ͲMGSͲ03959ELECTͲERͲ394330180Ͳ90Ͳ05,3300XLProximitor,9metre,PanelMount,STG$Ͳ $ͲMGSͲ05936ELECTͲERͲ391ExtensionCableͲArmored,84661Ͳ30,Bently,Generator $Ͳ $ͲMGSͲ03283ELECTͲERͲ43800H,ButtonCovers$Ͳ $ͲMGSͲ03978ELECTͲERͲ406PhoenixQUINTͲORING/24DC/2X20/1X,651Ͳ2320186 $Ͳ $ͲMGSͲ03979ELECTͲERͲ405PhoenixPWRSupply24VDCQUINTͲPS/1AC/24DC/20,2866776$Ͳ $ͲMGSͲ04103ELECTͲERͲ408PowerSupply,ACͲDC,24V@10A,85Ͳ264In,Enclosed,DINRailMountQUINTSeries $Ͳ $ͲMGSͲ05156ELECTͲERͲ405PowerSupplyACͲDC24V@5A85Ͳ264VInClosedDINRailMountTRIOSeries,2866310 $Ͳ $ͲMGSͲ00402ELECTͲERͲ4211CSD292729Ͳ114,ACcurrentTransducer$Ͳ $ͲMGSͲ06261ELECTͲERͲ454CTGASSENSOR,MethaneNaturalGas$Ͳ $ͲMGSͲ00538ELECTͲERͲ4621CS22586ͲAPos12,Minimaxlineterminationcard$Ͳ $ͲMGSͲ00539ELECTͲERͲ461MinimaxSolenoidValveterm.Card,1CS22586ͲAPos13$Ͳ $ͲMGSͲ00540ELECTͲERͲ4611CS22586ͲAPos14,MinimaxRelaycard802857$Ͳ $ͲMGSͲ00541ELECTͲERͲ462Minimaxcard?(samesizeasthemastercard802551)$Ͳ $ͲMGSͲ00542ELECTͲERͲ461M27C1001Ͳ10F1EPROM32pin$Ͳ $ͲMGSͲ00543ELECTͲERͲ461M27C256BͲ10F1EPROM28pin$Ͳ $ͲMGSͲ03596ELECTͲERͲ461Minimax,MiniMax,Faceplate,CTControlModule$Ͳ $ͲMGSͲ05955ELECTͲERͲ481RELECOIceCubeRelay,C7ͲA20XDC125V$Ͳ $ͲResolution No. 2021-41 Page 151 of 179 __________________ 2.1(d)-45 4824-6640-2047v10/022487-0008 PartBinExpectedQty.DescriptionComments/NotesUnitPriceInventoryValueMGSͲ06058ELECTͲERͲ483FireSystemNotifier,FMMͲ1MonitorModule$Ͳ $ͲMGSͲ06059ELECTͲERͲ483FireSystemNotifier,FFMͲ1RelayModule$Ͳ $ͲMGSͲ06060ELECTͲERͲ481FireSystemNotifier,EOLRͲ1,StrobeRelay$Ͳ $ͲMGSͲ06061ELECTͲERͲ483FireSystemNotifier,FMMͲ101,MiniMonitorModule$Ͳ $ͲMGSͲ06184ELECTͲERͲ482Notifier,Honeywell,FSPͲ851,432288,FireAlarmSmokeDetector$Ͳ $ͲMGSͲ04660ELECTͲERͲ491NALCO,110CopperProbew/Ferrules,400ͲNCMP2B.88,S/N1287926,TrasarPanel $Ͳ $ͲMGSͲ04661ELECTͲERͲ491NALCO,1018SteelProbew/Ferrules,400ͲNCMP1B.88,S/N1263287,TrasarPanel $Ͳ $ͲMGSͲ03281ELECTͲERͲ54STGBearingRTD,PͲ304LͲ18ͲSͲ3$Ͳ $ͲMGSͲ06221ELECTͲERͲ515RexrothR901017026PluginConnector,STGTripSolenoidConnector$Ͳ $ͲMGSͲ04296ELECTͲERͲ534Schaffner,LineFilter,FN350Ͳ12Ͳ29,MOOGController$Ͳ $ͲMGSͲ05921ELECTͲERͲ531EquipͲCoolingFan,Round,120VAC,QuickͲDisconnectTerminal,5.91"Dia.220CFM $Ͳ $ͲMGSͲ05959ELECTͲERͲ5412ͲwireleveltransmitterPotentiometer/Lin.Rinput,loopͲpowered4...20mA $Ͳ $ͲMGSͲ04353ELECTͲERͲ551GFSignet,2551Magmeter,PP/316LSS,P/N3Ͳ2551ͲPOͲ12$Ͳ $ͲMGSͲ04548ELECTͲERͲ551NOXͲNͲMF,Connector,Thermocouple,CombustionTurbineThermocoupleTypeN $Ͳ $ͲMGSͲ06214ELECTͲERͲ562BussmannFuse630A1250V3SHT0.1701Denmark010215/00020,170M6205 $Ͳ $ͲMGSͲ02713ELECTͲERͲ84P/N6032Ͳ48ͲRThermoͲProtectorFuseforHXL6229ͲR18ͲP1ROCIPtankheaterfuse $Ͳ $ͲMGSͲ04325ELECTͲERͲ89AUX0043225,RTDPT100OHM,3PCInMachine,Generator,ABBͲ5695420Ͳ2 $Ͳ $ͲMGSͲ04324ELECTͲERͲ98AUX0043226,RTDPT100,1PC/Bearing,Generator,ABBͲ5695418Ͳ35$Ͳ $ͲMGSͲ03604FILTERWALL5TurbineFilter,Conical,No.TCU017Ͳ120ͲBH?214mmID323mmOD?,GORE $Ͳ $ͲMGSͲ03605FILTERWALL3TurbineFilter,Cylider,ItemNo.TCU017Ͳ120ͲBH214mmID323mmODGORE $Ͳ $ͲMGSͲ03649FILTERWALL6ROMembraneFilters,refurbishedspare$Ͳ $ͲMGSͲ03653FILTERWALL4PanelFilter,183/4x361/2x1$Ͳ $ͲMGSͲ03654FILTERWALL1ROunitACFilterAuz&MainPDCM,BagFiler$Ͳ $ͲMGSͲ03655FILTERWALL7PanelFilterE35Ͳ16x25x2$Ͳ $ͲMGSͲ03726FILTERWALL79PCAͲ1,1"PͲClips,EnclosureVentilationSystem$Ͳ $ͲMGSͲ04243FILTERWALL2FlexifiberMistEliminator,GasTurbine22.205"304LSSVaporExtractorFilters $Ͳ $ͲMGSͲ04339FILTERWALL1RuptureDisk,STGCondenser $Ͳ $ͲResolution No. 2021-41 Page 152 of 179 __________________ 2.1(e)-1 4824-6640-2047v10/022487-0008 Schedule 2.1(e) Permits Permits 1. Hazardous Materials Business Plan, dated May 19, 2021 2. South Coast Air Quality Management District RECLAIM/Title V Facility Permit (Facility ID 155474), dated August 18, 2021 3. Monitoring Plan – Gas Turbine/HRSG Units 1 and 2, dated November 8, 2021 4. Industrial General Stormwater Permit, effective July 1, 2020 5. Industrial Wastewater Discharge Permit No. 20436, dated November 16, 2020 6. Permits to Operate Air Pressure Tank, various permits dated November 3, 2020 7. Permit to Operate Steam Boiler Permit No. B009956-05 date of inspection November 3, 2021 8. Permit to Operate Steam Boiler Permit No. B009955-05 date of inspection November 3, 2021 9. CEC Final Decision for Malburg Generating Station, dated May 2003 10. CEC Order approving the Decision to Amend dated June 20, 2019 11. CEC Order approving the Decision to Amend dated March 4, 2014 12. Risk Management Plan, dated September 2, 2020 13. Radio Station Authorization effective as of February 3, 2016 Emissions Rights 1. Any NOx RECLAIM Trading Credits (RTCs) held by the City specifically for the Facility; see South Coast Air Quality Management District RECLAIM/Title V Facility Permit (Facility ID 155474), dated August 18, 2021. 2. Any Acid Rain Program allowances held by the account number 056041FACLTY specifically for the Facility; see account balance report from CAMD Business Systems dated November 8, 2021 allocating 12 allowances per year through 2034. Resolution No. 2021-41 Page 153 of 179 __________________ 2.1(g)-1 4824-6640-2047v10/022487-0008 Schedule 2.1(g) Assigned Agreements 1. LTSA. 2. Purchase Order No. MGS21896 issued by Colorado Energy Management, LLC to Cormetech Inc. dated April 22, 2021 for the supply, delivery and installation of two Catalysts, SCR1, SCR2 and related Standard Terms and Conditions between Colorado Energy Management, LLC and Cormetech Inc. dated October 14, 2013. 3. Purchase Order No. MGS22472 issued by Colorado Energy Management, LLC to Cormetech Inc. dated September 21, 2021 for the catalyst storage services and related Standard Terms and Conditions between Colorado Energy Management, LLC and Cormetech Inc. dated October 14, 2013. 4. Standard Terms and Conditions between Colorado Energy Management, LLC and Hill Brothers Chemical Company dated December 12, 2014. Resolution No. 2021-41 Page 154 of 179 __________________ 2.1(1)-1 4824-6640-2047v10/022487-0008 Schedule 2.l(1) Miscellaneous Assets 1. Unit 2 damaged gear set Resolution No. 2021-41 Page 155 of 179 __________________ 2.2(k)-1 4824-6640-2047v10/022487-0008 Schedule 2.2(k) Seller Marks None. Resolution No. 2021-41 Page 156 of 179 __________________ 2.2(m)-1 4824-6640-2047v10/022487-0008 Schedule 2.2(m) Rights to Recovery None. Resolution No. 2021-41 Page 157 of 179 __________________ 2.2(p)-1 4824-6640-2047v10/022487-0008 Schedule 2.2(p) Other Excluded Assets 1) Software at the Facility Site that is not specific to the Facility Assets or is shared among the Facility Assets and other assets of the Seller and its affiliates: a) Enterprise Software: i) Office 365 Subscriptions ii) Microsoft Dynamics SL ERP iii) FRX Report Manager iv) Crystal Reports v) Cognos Report Server vi) ECMPS vii) ManageEngine Help Desk viii) Microsoft Teams ix) SharePoint x) Infor Enterprise Asset Management xi) Power Automate xii) Infor Enterprise Asset Management1 b) Back Office Software i) ESX Server / VSAN / VCenter ii) Veeam Backup iii) Veeam O365 Backup iv) Microsoft Server v) Microsoft SQL Server vi) Nimble SAN / Replication vii) Remote Desktop Server viii) Barracuda F18 Firewall / Webfilter / Email Filter ix) SolarWinds x) Nessus Professional xi) Internet Information Server xii) InTune xiii) Microsoft Exchange Server xiv) Symantec Ghost c) Desktop Software i) Windows Enterprise ii) Microsoft Office 0365 iii) Microsoft Office Professional Plus 2016 iv) Microsoft Office Professional Plus 2013 v) CrowdStrike Falcon EDR vi) ManageEngine Agent vii) Ivanti Patch Management viii) Adobe Standard 1 Software cannot be transferred, but key datasets can be provided by Seller to Purchaser as necessary. Resolution No. 2021-41 Page 158 of 179 __________________ 2.2(p)-2 4824-6640-2047v10/022487-0008 ix) Microsoft Project x) Microsoft Visio xi) Real VNC 2) Non-Assignable Software Licensed by Third Parties to Seller specific to the Facility Assets2: a) PI Server - Data Acquisition Handling System b) MatrikonOPC Analyzer / Tunneller c) PI Process Book d) PI Excel Plugin e) PI System Management Tools f) Inspections Pro g) AutoCAD3 3) Warranties or guarantees related to the Equipment that are not assignable by Seller to Purchaser: a) Colorado Energy Management, LLC’s Standard Terms and Conditions contains a warranty for goods for twelve months from installation, however the other party’s prior written consent is required to assign any such terms and conditions to Purchaser. 2 Assignability/transferability to be confirmed by Seller. 3 Software is subscription based and the subscription is not transferrable. Resolution No. 2021-41 Page 159 of 179 __________________ 2.3(a)-1 4824-6640-2047v10/022487-0008 Schedule 2.3(a) Other Assumed Liabilities None. Resolution No. 2021-41 Page 160 of 179 __________________ 2.4(b)(1)-1 4824-6640-2047v10/022487-0008 Schedule 2.4(b)(1) Prepaid Expenses Amount Description $ 105,735.00 Initial payment to Cormetech for the Catalyst to be installed during the spring 2022 outage. 16,574.50 California Energy Commission - Annual Energy Facility Compliance fee for electrical generating facilities. Annual coverage 7/1/21 - 6/30/22: $30,554.00 9,265.10 South Coast Air Quality Management District - Annual permit fee for turbine engines and other energy equipment which produce < = 50 MW: 07/01/21 - 06/30/22: $17,079.60 Total $ 131,574.60 Resolution No. 2021-41 Page 161 of 179 __________________ 3.1(a)-1 4824-6640-2047v10/022487-0008 Schedule 3.1(a) Purchaser Required Governmental Approvals 1. Approval of the City Council of the City of Vernon. 2. Approval of the California Environmental Protection Agency, Department of Toxic Substances Control, and the Environmental Protection Agency of a new California Hazardous Waste Identification Number. Resolution No. 2021-41 Page 162 of 179 __________________ 3.1(b)-1 4824-6640-2047v10/022487-0008 Schedule 3.1(b) Required Consents Applicable Agreement Consenting Party 1. LTSA Siemens Energy, Inc. 2. Purchase Order No. MGS21896 issued by Colorado Energy Management, LLC to Cormetech Inc. dated April 22, 2021 for the supply, delivery and installation of two Catalysts, SCR1, SCR2 and related Standard Terms and Conditions between Colorado Energy Management, LLC and Cormetech Inc. dated October 14, 2013. Cormetech Inc. 3. Purchase Order No. MGS22472 issued by Colorado Energy Management, LLC to Cormetech Inc. dated September 21, 2021 for the catalyst storage services and related Standard Terms and Conditions between Colorado Energy Management, LLC and Cormetech Inc. dated October 14, 2013. Cormetech Inc. 4. Standard Terms and Conditions between Colorado Energy Management, LLC and Hill Brothers Chemical Company dated December 12, 2014. Hill Brothers Chemical Company Resolution No. 2021-41 Page 163 of 179 __________________ 4.1(c)-1 4824-6640-2047v10/022487-0008 Schedule 4.1(c) Seller Required Governmental Approvals 1. Authorization by FCC for the Transfer of Radio Station License WQEJ833. Resolution No. 2021-41 Page 164 of 179 __________________ 5.1(c)-1 4824-6640-2047v10/022487-0008 Schedule 5.1(c) No Violation None. Resolution No. 2021-41 Page 165 of 179 __________________ 5.1(d)-1 4824-6640-2047v10/022487-0008 Schedule 5.1(d) Seller Required Other Consents, Approvals and Notices 1. Approval of Sole Member of Seller 2. Approval by the EPA through SCAQMD for the transfer of the Facility’s Operating Permit under Title V of the Clean Air Act 3. Approval by the SCAQMD for the transfer of the RECLAIM permit 4. Approval from the California Energy Commission (“CEC”) of a Petition for Change in Ownership and Operational Control of the Facility to Purchaser, which must be filed prior to close 5. Approval by the California Environmental Reporting System (“CERS”) of Seller’s Facility Transfer Request 6. Approval by WREGIS of the transfer of the Facility’s WECC Renewable Energy Certificates and the Generating Unit within 90 days after Closing 7. Termination of Seller’s Notice of Intent to be filed with the State Water Resources Control Board and Regional Water Quality Control Board under the Facility’s Industrial General Stormwater Permit 8. Termination of Seller’s DTSC California and/or EPA ID number with the California Environmental Protection Agency Department of Toxic Substances Control OEIM – Business Operations Unit 9. Termination of Seller’s Industrial Waste Water Permit with the Los Angeles County Sanitation District 10. Notification to the California Air Resource Board (CARB) Cap and Trade Program within 30 days after Closing 11. Notification to the CARB Greenhouse Gas Mandatory Reporting Program prior to close 12. Approval from the EPA of an updated Certification of Representation for the Greenhouse Gas Mandatory Reporting Regulation within 90 days after Closing 13. Notification to the State of California Board of Equalization, Property Tax Department, State Assessed Properties Division, of the change in ownership of the Facility Resolution No. 2021-41 Page 166 of 179 __________________ 5.1(e)-1 4824-6640-2047v10/022487-0008 Schedule 5.1(e) Litigation None. Resolution No. 2021-41 Page 167 of 179 __________________ 5.1(f)-1 4824-6640-2047v10/022487-0008 Section 5.1(f) Tax Liabilities None. Resolution No. 2021-41 Page 168 of 179 __________________ 5.2(a)(1)-1 4824-6640-2047v10/022487-0008 Schedule 5.2(a)(1) Compliance with Governmental Rules and Permits 1. SCAQMD Notice of Violation P68325 – No disposition date assigned, follow up status In Compliance 2. SCAQMD Notice of Violation P66127 – No disposition date assigned, follow up status In Compliance 3. On November 15, 2021, CT2 exceeded the allowable NOx lb/startup emissions under the Facility’s South Coast Air Quality Management District RECLAIM/Title V Facility Permit. The permit limit is 51.3 and actual was 51.5. 4. Steam Boiler Permit No. B009956-05 – permit expired on 11/3/2021. A 6-month extension was verbally granted by the inspector on 11/3/21, however physical copies of the extension has not yet been delivered 5. Steam Boiler Permit No. B009955-05 – Permit expired on 11/3/2021. A 6-month extension was verbally granted by the inspector on 11/3/21, however physical copies of the extension has not yet been delivered Resolution No. 2021-41 Page 169 of 179 __________________ 5.2(a)(2)-1 4824-6640-2047v10/022487-0008 Schedule 5.2(a)(2) Environmental Legal Compliance 1. As to the period prior to the 2008 Closing Date, the Historical Recognized Environmental Conditions set forth in the Leidos Phase I Environmental Assessment dated December 2015 prepared for Bicent Power LLC. The area surrounding the Facility Site, and the Facility Site itself, has a very long history of industrial operations, potential Releases from which may have affected (or may affect in the future) the Facility Site. Resolution No. 2021-41 Page 170 of 179 __________________ 5.2(c)-1 4824-6640-2047v10/022487-0008 Schedule 5.2(c) Condemnation and Other Proceedings; Outstanding Collateral None. Resolution No. 2021-41 Page 171 of 179 __________________ 5.2(d)-1 4824-6640-2047v10/022487-0008 Schedule 5.2(d) Sufficiency of Assets 1. Spare Parts – Any spare parts consumed in the ordinary course between the date of the Agreement and the Closing. 2. Insurance policies – Except to the extent respecting the rights and claims made after the date of the Agreement as set forth in the Agreement. 3. Annually renewable emission rights credits need to be renewed and are only valid for the period set forth therein. 4. The software set forth in paragraphs 1) and 2) of Schedule 2.2(p) are hereby incorporated by reference. Resolution No. 2021-41 Page 172 of 179 __________________ 5.2(e)-1 4824-6640-2047v10/022487-0008 Schedule 5.2(e) Facility Contracts 1. LTSA. Resolution No. 2021-41 Page 173 of 179 __________________ 5.2(h)-1 4824-6640-2047v10/022487-0008 Schedule 5.2(h) Taxes None. Resolution No. 2021-41 Page 174 of 179 __________________ 5.2(i)-1 4824-6640-2047v10/022487-0008 Schedule 5.2(i) Facility Employees 1. Michael Bonfiglio Operations Manager 2. Ian Everts Maintenance Manager 3. Mark Flynn Safety/Training Administrator 4. Adriano Marki Plant Engineer 5. Charlotte Mclemore Division Accounting Manager 6. Juan Avalos Control Room Operator 7. Kevin Burke Mechanic 8. Craig Cooper Field Operator 9. Michael Gordon Material Control Administrator 10. Jesse Palomarez Control Room Operator 11. Ricardo Recano Field Operator 12. Pedro Revuelta I&C Technician 13. Robert Shelton Mechanic - Lead 14. Ethan Slater Field Operator 15. Sean Taylor Control Room Operator 16. Serafin Tinoco Field Operator 17. Gary Wheaton IC&E Technician 18. Mark Yeaman Control Room Operator - Senior 19. Thomas Barnhart Environmental Specialist 20. Matt Richards Plant Manager Resolution No. 2021-41 Page 175 of 179 __________________ 5.2(j)-1 4824-6640-2047v10/022487-0008 Schedule 5.2(j) Absence of Changes None. Resolution No. 2021-41 Page 176 of 179 __________________ 5.2(k)-1 4824-6640-2047v10/022487-0008 Schedule 5.2(k) Insurance None. Resolution No. 2021-41 Page 177 of 179 __________________ 6.1(d)-1 4824-6640-2047v10/022487-0008 Schedule 6.1(d) Purchaser’s Required Consents, Approvals and Notices 1. Compliance with the covenant in Section 2.07(e) of the Indenture of Trust, by and between Purchaser and The Bank of New York Mellon Trust Company, N.A., as trustee, as amended to the date hereof. Resolution No. 2021-41 Page 178 of 179 __________________ 9.3(a))-1 4824-6640-2047v10/022487-0008 Schedule 9.3(a) Facility Employees to be Offered City Employment Name Bicent Position City Position Michael Bonfiglio Operations Manager Operations Manager Ian Everts Maintenance Manager Maintenance Manager Mark Flynn Safety/Training Administrator Site Safety Administrator/CRO Adriano Marki Plant Engineer Plant Engineer Charlotte Mclemore Division Accounting Manager Administrative Analyst Juan Avalos Control Room Operator Control Room Operator Kevin Burke Mechanic Mechanic/Welder Craig Cooper Field Operator Field Operator Michael Gordon Material Control Administrator Material Control Administrator Jesse Palomarez Control Room Operator Control Room Operator Ricardo Recano Field Operator Field Operator Pedro Revuelta Instrument & Controls Technician Instrument & Controls Technician Robert Shelton Mechanic - Lead Mechanic/Welder - Lead Ethan Slater Field Operator Field Operator Sean Taylor Control Room Operator Control Room Operator Serafin Tinoco Field Operator Field Operator Gary Wheaton IC&E Technician Plant Electrician Mark Yeaman Control Room Operator - Senior Control Room Operator, Senior *Still under review – Matt Richards, Plant Manager Resolution No. 2021-41 Page 179 of 179 __________________ City Council Agenda Item Report Agenda Item No. COV-866-2021 Submitted by: Carlos Fandino Submitting Department: City Administration Meeting Date: November 16, 2021 SUBJECT Approval of Purchase and Sale Agreement for the Malburg Generating Station and Related Assets Recommendation: A. Find that the proposed action is categorically exempt from California Environmental Quality Act (CEQA) review, in accordance with CEQA Guidelines § 15601(b)(3), the general rule that CEQA only applies to projects that may have a significant effect on the environment, and § 15301 because the City’s acquisition of the Malburg Generating Station (MGS) facilities and property involves negligible or no expansion of an existing use; and B. Adopt Resolution No. 2021-41 authorizing and approving a Purchase and Sale Agreement with respect to the Malburg Generating Station and related assets; approving other documents in connection with such acquisition; and authorizing certain other matters relating thereto. Background: The Malburg Generating Station (MGS) is a 120 MW base load/134 MW full load combined cycle, natural gas-fired, electric power plant located within the City. The MGS achieved commercial operation in October 2005. The City previously owned the MGS and sold the facility and related assets to Bicent (California) Power LLC (Bicent) in 2008. In connection with the sale of the MGS, the City entered into a Power Purchase Tolling Agreement, dated April 10, 2008 (PPTA), with Bicent, pursuant to which the City agreed to purchase the capacity and energy output of the MGS. Under the current PPTA terms, the City is obligated to pay Bicent an average of $4.3 million per month, for a total of $325 million in projected payments through April 2028. MGS Acquisition Project The City has been exploring the potential purchase of the MGS since 2018. Most recently, the City began negotiations with Bicent in May 2021. The City’s objective has been to reacquire MGS at a purchase price such that the total cost of ownership, including projected operating costs, is reasonably expected to be within the current projected costs payable to Bicent under the PPTA through 2028. Under existing market circumstances, the City’s total estimated savings between today and 2028 range between $5 to $10 million. In addition to any savings, the City anticipates significant additional advantages by regaining ownership and site control, which provides substantial operating flexibility moving forward. Pursuant to City Council direction and authority, the parties have reached agreement in principle on a Purchase and Sale Agreement (PSA) and other documents and matters related to the acquisition. In addition to price and terms negotiations, the City’s acquisition team has engaged in extensive diligence and compliance inquiries with regard to present and future electric utility operations. Under the PSA, the aggregate purchase price to be paid by the City to Bicent for acquisition of the MGS Assets is $198,000,000, subject to certain adjustments set forth in the PSA, including for prepaid expenses paid by Bicent and costs to terminate certain arrangements with respect to biomethane fuel. Key aspects of the PSA include: • Purchase Price. The negotiated purchase price is $198,000,000 subject to any adjustment which may come to light during the due diligence period as well as adjustment if the closing occurs after December 14, 2021 to reflect payments by the City under the PPTA on or after December 15, 2021. • MGS Personnel. As part of the PSA, and in order to ensure continued operations of the MGS, the City would offer employment to a list of current Bicent employees working at the power plant. Transferring employees would be placed into comparable job classifications and associated salary ranges as approved by City Council, and employees would be provided health and welfare benefits in the same manner as other City employees and consistent with City policies. • Permits, Licenses and Approvals. The operation of the MGS is subject to a variety of federal, state and local laws and regulations. Certain permits and approvals will be transferred to the City as part of the assets purchased upon the acquisition of the MGS Assets by the City under the PSA, and others will be applied for directly by the City. Other permits and governmental approvals relating to the operation of the MGS are expected to be obtained by the City following the acquisition of the MGS Assets. Staff expects to be able to obtain all such permits and governmental approvals in compliance with all applicable federal, state and local regulations. • Existing Vendor Contracts. In order to operate the MGS on or after December 15, 2021, the City will have to assume or otherwise comply with certain vendor contracts previously entered into by Bicent. Such agreements or arrangements will need to be brought into alignment with City policies and procedures following the acquisition of the MGS Assets. • Right to Terminate. Either party has the right to terminate at any time prior to the closing date under certain circumstances, namely if the closing has not occurred on or before December 31, 2021, or if there has been a misrepresentation, material default or breach with respect to either party’s representations and warranties under the PSA, which cannot reasonably be cured. Pursuant to Section 2.74. of the Vernon Municipal Code, the City may issue bonds for the purpose of financing or otherwise assisting the acquisition of a facility. Accordingly, if the PSA is approved, staff would present bond documents for City Council approval at a Special Meeting no later than November 30, 2021, in anticipation of selling the bonds on or about December 7, 2021. Bond closing and acquisition of the MGS would occur on December 14, 2021. Fiscal Impact: If approved, the MGS purchase price is $198,000,000, subject to certain adjustments described in the PSA. The purchase price would be financed through the issuance of tax-exempt bonds. The ultimate cost to the City will include fees and costs associated with the acquisition of the MGS and those that are attributable to the bond financing of such acquisition, the principal and interest on the bonds, and the projected fixed operating expenses of the MGS, which are currently forecast at $15.6 million annually on average. It is currently expected that these costs will be less than the existing costs under the PPTA. Attachments: 1. Resolution No. 2021-41 City Council Agenda Item Report Agenda Item No. COV-869-2021 Submitted by: Carlos Fandino Submitting Department: City Administration Meeting Date: November 16, 2021 SUBJECT Approval of Purchase and Sale Agreement for the Malburg Generating Station and Related Assets - SUPPLEMENTAL Recommendation: A. Find that the proposed action is categorically exempt from California Environmental Quality Act (CEQA) review, in accordance with CEQA Guidelines §15601(b)(3), the general rule that CEQA only applies to projects that may have a significant effect on the environment, and § 15301 because the City’s acquisition of the Malburg Generating Station (MGS) facilities and property involves negligible or no expansion of an existing use; and B. Adopt Resolution No. 2021-41 authorizing and approving a Purchase and Sale Agreement with respect to the Malburg Generating Station and related assets; approving other documents in connection with such acquisition; and authorizing certain other matters relating thereto. Background: Minor modifications on the schedules to the Purchase and Sale Agreement are shown in the attached. Fiscal Impact: There is no fiscal impact associated with this supplemental report. Attachments: 1. Vernon - PSA Schedules (Changed Pages) Stradling Yocca Carlson & Rauth Draft of 11/12/21 SCHEDULES TO THE CITY OF VERNON PURCHASE AND SALE AGREEMENT 4824-6640-2047v8/022487-00084824-6640-2047v10/022487-0008 Schedule 2.1(g) Assigned Agreements LTSA.1. Purchase Order No. MGS21896 issued by Colorado Energy Management, LLC to2. Cormetech Inc. dated April 22, 2021 for the supply, delivery and installation of two Catalysts, SCR1, SCR2 and related Standard Terms and Conditions between Colorado Energy Management, LLC and Cormetech Inc. dated October 14, 2013. Purchase Order No. MGS22472 issued by Colorado Energy Management, LLC to3. Cormetech Inc. dated September 21, 2021 for the catalyst storage services and related Standard Terms and Conditions between Colorado Energy Management, LLC and Cormetech Inc. dated October 14, 2013. 4.Agreements with Nalco (to extent such assignment is required to be approved by Nalco by the terms of such agreement) 5. Agreements with Hill Brothers (to extent such assignment is required to be approved 4. by Hill Brothers by the terms of such agreement)Standard Terms and Conditions between Colorado Energy Management, LLC and Hill Brothers Chemical Company dated December 12, 2014. 2.1(g)- 1 4824-6640-2047v8/022487-00084824-6640-2047v10/022487-0008 Schedule 3.1(b) Required Consents Applicable Agreement Consenting Party LTSA1.Siemens Energy, Inc. Purchase Order No. MGS21896 issued by Colorado Energy2. Management, LLC to Cormetech Inc. dated April 22, 2021 for the supply, delivery and installation of two Catalysts, SCR1, SCR2 and related Standard Terms and Conditions between Colorado Energy Management, LLC and Cormetech Inc. dated October 14, 2013. Cormetech Inc. Purchase Order No. MGS22472 issued by Colorado Energy3. Management, LLC to Cormetech Inc. dated September 21, 2021 for the catalyst storage services and related Standard Terms and Conditions between Colorado Energy Management, LLC and Cormetech Inc. dated October 14, 2013. Cormetech Inc. 4.Agreements with Nalco (to extent such assignment is required to be approved by the terms of such agreement) Nalco 5. Agreements withStandard Terms and Conditions between 4. Colorado Energy Management, LLC and Hill Brothers (to extent such assignment is required to be approved by the terms of such agreement)Chemical Company dated December 12, 2014. Hill Brothers Chemical Company Consent of the foregoing parties shall be evidenced by the assignment of the respective agreements. 3.1(b)- 1 4824-6640-2047v8/022487-00084824-6640-2047v10/022487-0008 Schedule 5.2(a)(1) Compliance with Governmental Rules and Permits SCAQMD Notice of Violation P68325 – No disposition date assigned, follow up status In1. Compliance SCAQMD Notice of Violation P66127 – No disposition date assigned, follow up status In2. Compliance On November 15, 2021, CT2 exceeded the allowable NOx lb/startup emissions under the 3. Facility’s South Coast Air Quality Management District RECLAIM/Title V Facility Permit. The permit limit is 51.3 and actual was 51.5. 3. Steam Boiler Permit No. B009956-05 – permit expired on 11/3/2021. A 6-month extension4. was verbally granted by the inspector on 11/3/21, however physical copies of the extension has not yet been delivered 4. Steam Boiler Permit No. B009955-05 – Permit expired on 11/3/2021. A 6-month extension5. was verbally granted by the inspector on 11/3/21, however physical copies of the extension has not yet been delivered 5.2(a)(1)- 1 4824-6640-2047v8/022487-00084824-6640-2047v10/022487-0008 Schedule 5.2(i) Facility Employees Michael Bonfiglio Operations Manager1. Ian Everts Maintenance Manager2. Mark Flynn Safety/Training Administrator3. Adriano Marki Plant Engineer4. Charlotte Mclemore Division Accounting Manager5. Juan Avalos FieldControl Room Operator6. Kevin Burke Mechanic7. Craig Cooper Field Operator8. Michael Gordon Material Control Administrator9. Jesse Palomarez FieldControl Room Operator10. Ricardo Recano Field Operator11. Pedro Revuelta I&C Technician12. Robert Shelton Mechanic - Lead13. Ethan Slater Field Operator14. Sean Taylor Control Room Operator15. Serafin Tinoco Field Operator16. Gary Wheaton ElectricianIC&E Technician17. Mark Yeaman Control Room Operator - Senior18. Thomas Barnhart Environmental Specialist19. Matt Richards Plant Manager20. 5.2(i)- 1 4824-6640-2047v8/022487-00084824-6640-2047v10/022487-0008 Schedule 9.3(a) Facility Employees to be Offered City Employment Name Bicent Position City Position Michael Bonfiglio Operations Manager Operations Manager Ian Everts Maintenance Manager Maintenance Manager Mark Flynn Safety/Training Administrator Site Safety Administrator/CRO Adriano Marki Plant Engineer Plant Engineer Charlotte Mclemore Division Accounting Manager Administrative Analyst Juan Avalos Control Room Operator Control Room Operator Kevin Burke Mechanic Mechanic/Welder Craig Cooper Field Operator Field Operator Michael Gordon Material Control Administrator Material Control Administrator Jesse Palomarez Control Room Operator Control Room Operator Ricardo Recano Field Operator Field Operator Pedro Revuelta Instrument & Controls Technician Instrument & Controls Technician Robert Shelton Mechanic - Lead Mechanic/Welder - Lead Ethan Slater Field Operator Field Operator Sean Taylor Control Room Operator Control Room Operator Serafin Tinoco Field Operator Field Operator Gary Wheaton IC&E Technician Plant Electrician Mark Yeaman Control Room Operator - Senior Control Room Operator, Senior `*Still under review – Matt Richards, Plant Manager 9.3(a))- 1 4824-6640-2047v8/022487-00084824-6640-2047v10/022487-0008