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Home My WebLink About051016 CC Agenda In compliance with the Americans with Disabilities Act, if you need special assistance to participate in this meeting, please contact the office of the City Clerk(951)694-6444. Notification 48 hours prior to a meeting will enable the City to make reasonable arrangements to ensure accessibility to that meeting [28 CFR 35.102.35.104 ADA Title II] AGENDA TEMECULA CITY COUNCIL REGULAR MEETING CITY COUNCIL CHAMBERS 41000 MAIN STREET TEMECULA, CALIFORNIA MAY 10, 2016— 7:00 PM At approximately 9:45 P.M., the City Council will determine which of the remaining agenda items can be considered and acted upon prior to 10:00 P.M. and may continue all other items on which additional time is required until a future meeting. All meetings are scheduled to end at 10:00 P.M. 5:30 PM - The City Council will convene in Closed Session in the Canyons Conference Room on the third floor of the Temecula City Hall concerning the following matters: 1. CONFERENCE WITH LEGAL COUNSEL—EXISTING LITIGATION. The City Council will meet in closed session with the City Attorney pursuant to Government Code Section 54956.9(d)(1) with respect to three matters of pending litigation: (1) Hill v. City of Temecula, Riverside County Superior Court No. RIC1501349; (2) Los Ranchitos Homeowners Association v. City of Temecula, Riverside County Superior Court No. RIC1512880; and (3) Scharpen Foundation v. Kamala Harris et al; Riverside County Superior Court No. RIC1514022. 2. CONFERENCE WITH LEGAL COUNSEL—POTENTIAL LITIGATION. The City Council will meet in closed session with the City Attorney pursuant to Government Code Section 54956.9(d)(2) with respect to one matter of potential litigation. A point has been reached where, in the opinion of the City Attorney, based on existing facts and circumstances, there is a significant exposure to litigation involving the City. Next in Order: Ordinance: 16-05 Resolution: 16-26 CALL TO ORDER: Mayor Mike Naggar Prelude Music: Michael May Invocation: To Be Announced Flag Salute: To Be Announced ROLL CALL: Comerchero, Edwards, McCracken, Rahn, Naggar PRESENTATIONS/PROCLAMATIONS Presentation of May is Mental Health Month Proclamation Presentation of National Public Works Week Proclamation 1 PUBLIC COMMENTS A total of 30 minutes is provided for members of the public to address the City Council on items that appear within the Consent Calendar or a matter not listed on the agenda. Each speaker is limited to three minutes. If the speaker chooses to address the City Council on an item listed on the Consent Calendar or a matter not listed on the agenda, a Request to Speak form may be filled out and filed with the City Clerk prior to the City Council addressing Public Comments and the Consent Calendar. Once the speaker is called to speak, please come forward and state your name for the record. For all Public Hearing or Council Business items on the agenda, a Request to Speak form may be filed with the City Clerk prior to the City Council addressing that item. Each speaker is limited to five minutes. CITY COUNCIL REPORTS Reports by the members of the City Council on matters not on the agenda will be made at this time. A total, not to exceed, 10 minutes will be devoted to these reports. CONSENT CALENDAR NOTICE TO THE PUBLIC All matters listed under Consent Calendar are considered to be routine and all will be enacted by one roll call vote. There will be no discussion of these items unless Members of the City Council request specific items be removed from the Consent Calendar for separate action. 1 Waive Reading of Standard Ordinances and Resolutions RECOMMENDATION: 1.1 That the City Council waive the reading of the text of all standard ordinances and resolutions included in the agenda except as specifically required by the Government Code. 2 Approve the Action Minutes of April 26, 2016 RECOMMENDATION: 2.1 That the City Council approve the action minutes of April 26, 2016. 3 Approve the List of Demands RECOMMENDATION: 3.1 That the City Council adopt a resolution entitled: RESOLUTION NO. 16- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA ALLOWING CERTAIN CLAIMS AND DEMANDS AS SET FORTH IN EXHIBIT A 2 4 Approve the City Treasurer's Report as of March 31, 2016 RECOMMENDATION: 4.1 That the City Council approve and file the City Treasurer's Report as of March 31, 2016. 5 Approve a Solar Power Purchase Agreement for the Purchase of Electrical Power for Various City Facilities from a Proposed Solar Power Generating Facility to be Constructed on a Portion of the Santa Margarita Ecological Reserve RECOMMENDATION: 5.1 That the City Council adopt a resolution entitled: RESOLUTION NO. 16- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING A SOLAR POWER PURCHASE AGREEMENT WITH SMER RESEARCH 1, LLC, ALONG WITH A RELATED SUBLEASE AGREEMENT AND LICENSE AGREEMENT BETWEEN THE CITY AND SMER RESEARCH 1, LLC AND AN INTERCONNECTION AGREEMENT BETWEEN THE CITY AND SOUTHERN CALIFORNIA EDISON COMPANY AND FIND THE CITY'S ACTION EXEMPT FROM CEQA 6 Approve the Agreement for Consultant Services with Michael Baker International, for the Preparation of an Initial Study and Required CEQA Studies and Documents for the Proposed Generations Senior Housing Development RECOMMENDATION: 6.1 That the City Council approve the Agreement for Consultant Services with Michael Baker International, in the amount of $62,000, for the Preparation of an Initial Study and Required CEQA Studies and Documents for the Proposed Generations Senior Housing Development. 7 Approve the Amendments to Annual Agreements for Various Maintenance and Repair Services Related to the HVAC System, Water Quality, Parking Lots, Excavation and General Contracting, Elevators, Roofing, Asphalt Paving and Parks, Plumbing, Electrical, Fencing, Facilities, Street Signs, and Weed Abatement for Fiscal Year 2016-17 RECOMMENDATION: 7.1 That the City Council approve the Amendments to the Annual Agreements in the amounts stated for Fiscal Year 2016-17 for routine maintenance and emergency services for various operational needs by the Department of Public Works, Maintenance Division. 3 8 Approve the Third Amendment to the Contract with Pacific Striping, Inc., for Citywide Repainting of Traffic Striping, PW13-04 RECOMMENDATION: 8.1 Approve the Third Amendment to the Contract with Pacific Striping, Inc., in the amount of$278,150, for Citywide Repainting of Traffic Striping, PW13-04; 8.2 Authorize the City Manager to approve additional work not to exceed the contingency amount of $51,850, which is approximately 18.6% of the annual amount. 9 Approve an Agreement with McPeek's Dodge of Anaheim for the Purchase of Five Trucks RECOMMENDATION: 9.1 That the City Council approve an Agreement with McPeek's Dodge of Anaheim, in the amount of $104,655, for the purchase of Five 2016 Dodge Ram 1500 5.71- HEMI V-8 Trucks. 10 Receive and File Temporary Street Closure for 2016 Summerfest Events RECOMMENDATION: 10.1 That the City Council receive and file the following proposed action by the City Manager: Temporarily close certain streets for the following 2016 Summerfest Events: TEMECULA ART & STREET PAINTING FESTIVAL ROCK SYMPHONY 4TH OF JULY PARADE 4TH OF JULY FIREWORKS SHOW ******************** RECESS CITY COUNCIL MEETING TO SCHEDULED MEETINGS OF THE TEMECULA COMMUNITY SERVICES DISTRICT, THE SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY, THE TEMECULA HOUSING AUTHORITY, AND THE TEMECULA PUBLIC FINANCING AUTHORITY ******************** 4 TEMECULA COMMUNITY SERVICES DISTRICT MEETING Next in Order: Ordinance: CSD 16-01 Resolution: CSD 16-02 CALL TO ORDER: President Jeff Comerchero ROLL CALL: DIRECTORS: Edwards, McCracken, Naggar, Rahn, Comerchero CSD PUBLIC COMMENTS A total of 30 minutes is provided for members of the public to address the Board of Directors on items that appear within the Consent Calendar or a matter not listed on the agenda. Each speaker is limited to three minutes. If the speaker chooses to address the Board of Directors on an item listed on the Consent Calendar or a matter not listed on the agenda, a Request to Speak form may be filled out and filed with the City Clerk prior to the Board of Directors addressing Public Comments and the Consent Calendar. Once the speaker is called to speak, please come forward and state your name for the record. For all Public Hearing or District Business items on the agenda, a Request to Speak form may be filed with the City Clerk prior to the Board of Directors addressing that item. Each speaker is limited to five minutes. CSD CONSENT CALENDAR NOTICE TO THE PUBLIC All matters listed under Consent Calendar are considered to be routine and all will be enacted by one roll call vote. There will be no discussion of these items unless Members of the Temecula Community Services District request specific items be removed from the Consent Calendar for separate action. 11 Approve the Action Minutes of April 26, 2016 RECOMMENDATION: 11.1 That the Board of Directors approve the action minutes of April 26, 2016. 12 Approve the Second Amendment to the Agreement with Greg and Lauren Stiles dba The Shortstop for Food and Beverage Sales at the Patricia H. Birdsall Sports Park RECOMMENDATION: 12.1 That the Board of Directors approve the Second Amendment to the Agreement with Greg and Lauren Stiles dba The Shortstop for Concession Services at Patricia H. Birdsall Sports Park for Fiscal Year 2016-17. 5 13 Authorize the Purchase of Recycling Receptacles from Quick Crete Products Corporation for City Parks RECOMMENDATION: 13.1 That the Board of Directors authorize the purchase of 73 concrete cast recycling receptacles from Quick Crete Products Corporation, in the amount of $58,420.45, including applicable tax and shipping charges, for City parks. 14 Set Public Hearing to Approve TCSD Proposed Rates and Charges for Fiscal Year 2016-17 RECOMMENDATION: 14.1 That the Board of Directors adopt a resolution entitled: RESOLUTION NO. CSD 16- A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA COMMUNITY SERVICES DISTRICT OF THE CITY OF TEMECULA ACKNOWLEDGING THE FILING OF A REPORT WITH RESPECT TO THE PROPOSED RATES AND CHARGES FOR FISCAL YEAR 2016-17 AND SETTING A TIME AND PLACE FOR A PUBLIC HEARING IN CONNECTION THEREWITH CSD DIRECTOR OF COMMUNITY SERVICES REPORT CSD GENERAL MANAGER REPORT CSD BOARD OF DIRECTORS REPORTS CSD ADJOURNMENT Next regular meeting: Tuesday, May 24, 2016, at 5:30 PM, for a Closed Session, with regular session commencing at 7:00 PM, City Council Chambers, 41000 Main Street, Temecula, California. 6 JOINT CITY COUNCIL/TEMECULA PUBLIC FINANCING AUTHORITY MEETING Next in Order: Ordinance: TPFA 16-02 Resolution: TPFA 16-08 CALL TO ORDER: Chairperson Mike Naggar ROLL CALL: DIRECTORS: Comerchero, Edwards, McCracken, Rahn, Naggar PUBLIC COMMENTS A total of 15 minutes is provided for members of the public to address the Board of Directors on items that appear within the Consent Calendar or a matter not listed on the agenda. Each speaker is limited to three minutes. If the speaker chooses to address the Board of Directors on an item listed on the Consent Calendar or a matter not listed on the agenda, a Request to Speak form may be filled out and filed with the City Clerk prior to the Board of Directors addressing Public Comments and the Consent Calendar. Once the speaker is called to speak, please come forward and state your name for the record. For all Public Hearing or Authority Business items on the agenda, a Request to Speak form may be filed with the City Clerk prior to the Board of Directors addressing that item. Each speaker is limited to five minutes. CONSENT CALENDAR NOTICE TO THE PUBLIC All matters listed under Consent Calendar are considered to be routine and all will be enacted by one roll call vote. There will be no discussion of these items unless Members of the Temecula Public Financing Authority request specific items be removed from the Consent Calendar for separate action. 15 Approve the Action Minutes of April 26, 2016 RECOMMENDATION: 15.1 That the Board of Directors approve the action minutes of April 26, 2016. 16 Adopt Ordinance No. TPFA 16-01 Levying Special Taxes within Temecula Public Financing Authority Community Facilities District No. 16-01 (Roripaugh Ranch Phase 21 (Second Reading) RECOMMENDATION: 16.1 That the Board of Directors adopt an ordinance entitled: ORDINANCE NO. TPFA 16-01 AN ORDINANCE OF THE TEMECULA PUBLIC FINANCING AUTHORITY LEVYING SPECIAL TAXES WITHIN TEMECULA PUBLIC FINANCING AUTHORITY COMMUNITY FACILITIES DISTRICT NO. 16-01 (RORIPAUGH RANCH PHASE 2) 7 TPFA EXECUTIVE DIRECTOR REPORT TPFA BOARD OF DIRECTORS REPORTS JOINT MEETING ADJOURNMENT Next regular meeting of the Temecula Public Financing Authority: Tuesday, May 24, 2016, at 5:30 PM, for a Closed Session, with regular session commencing at 7:00 PM, City Council Chambers, 41000 Main Street, Temecula, California. 8 SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY— No Meeting TEMECULA HOUSING AUTHORITY— No Meeting RECONVENE TEMECULA CITY COUNCIL DEPARTMENTAL REPORTS 17 City Council Travel/Conference Report CITY MANAGER REPORT CITY ATTORNEY REPORT ADJOURNMENT Next regular meeting: Tuesday, May 24, 2016, at 5:30 PM, for a Closed Session, with regular session commencing at 7:00 PM, City Council Chambers, 41000 Main Street, Temecula, California. NOTICE TO THE PUBLIC The agenda packet (including staff reports and public Closed Session information)will be available for public viewing in the Main Reception area at the Temecula Civic Center (41000 Main Street, Temecula) after 4:00 PM the Friday before the City Council meeting. At that time, the agenda packet may also be accessed on the City's website — www.cityoftemecula.org — and will be available for public viewing at the respective meeting. Supplemental material received after the posting of the Agenda Any supplemental material distributed to a majority of the City Council regarding any item on the agenda, after the posting of the agenda,will be available for public viewing in the Main Reception area at the Temecula Civic Center(41000 Main Street,Temecula, 8:00 AM—5:00 PM). In addition, such material will be made available on the City's website—www.cityoftemecula.org—and will be available for public review at the respective meeting. If you have questions regarding any item on the agenda for this meeting, please contact the City Clerk's Department, (951) 694- 6444. 9 PRESENTATIONS y -.a �.+cF 1 � "' I \ mnmrnmmrmm�rn. .. .,. Vow , _. The City of Temecula PROCLAMATION WHEREAS,mental illness can impact anyone, regardless of age, background, employment, education, and income level; and WHEREAS, Mental Health America established the observance of"May is Mental Health Month' in 1949 to increase awareness and understanding of mental health; and WHEREAS,the United States Department of Health and Human Services reports that one in five American adults experienced a mental health issue in 2014 and one in ten young people experienced a period of major depression; and WHEREAS, half of all mental health disorders show first signs before a person turns 14 years old and three quarters of mental health disorders begin before age 24; and WHEREAS,recent population data suggest that nearly 140,000 people in Riverside County may experience a serious mental health condition and seek treatment from a variety of community resources; and WHEREAS, there are now more treatments, services, and community support systems available than ever before, allowing those with mental health conditions to recover and lead fulfilling and productive lives; and WHEREAS, friends, family, and community members play an important role in extending understanding and compassion about mental health and promoting the wellness and recovery of those living with mental illness; and WHEREAS, encouraging awareness of mental health and promoting wellness and recovery for those living with mental illness are important values for every community. NOW, THEREFORE, I, Michael S.Naggar, on behalf of the City Council of the City of Temecula,hereby proclaim the month of May, 2016,to be "May is Mental Health Month " and signify support of greater awareness of mental health issues and join with the Riverside County Behavioral Health Commission in its observance of May is Mental Health Month. IN WITNESS WHEREOF, I have hereunto set my hand and caused the Seal of the City of Temecula to be affixed this tenth day of May, 2016. Michael S. Naggar,Mayor ILRandi Johl, City Clerk y -.a �.+cF 1 � wr Wtw ,. t .,� The City of Temecula PROCLAMA TION WHEREAS, public works services provided in our community are an integral part of our citizens' everyday lives; and WHEREAS, the support and understanding of an informed citizenry is vital to the efficient operation of public works systems and programs such as streets and highways, land development, storm water management, public buildings and grounds, parks, and infrastructure maintenance; and WHEREAS, the health, safety, and comfort of this community greatly depends on these services; and WHEREAS, the quality and effectiveness of these services, as well as their planning, design, and construction, is vitally dependent upon the efforts and skills of the public works personnel; and WHEREAS, the efficiency of the qualified and dedicated personnel who staff public works departments is influenced by the people's attitude and understanding of the importance of the work they perform. NOW, THEREFORE, I, Michael S. Naggar, on behalf of the City Council of the City of Temecula, hereby proclaim the week of May 15-21, 2016 to be "National Public Works Week" "Always There" in the City of Temecula, and encourage all citizens and civic organizations to acquaint themselves with the issues involved in providing public works services, and to recognize the contributions which public works officials make every day to our health, safety, comfort and quality of life. IN WITNESS WHEREOF, I have hereunto set my hand and caused the Seal of the City of Temecula to be affixed this tenth day of May, 2016. Michael S. Naggar,Mayor Randi Johl, City Clerk COUNCIL CONSENT CALENDAR Item No . 1 Approvals City Attorney Finance Director City Manager (SY CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Randi Johl, City Clerk DATE: May 10, 2016 SUBJECT: Waive Reading of Standard Ordinances and Resolutions PREPARED BY: Randi Johl, City Clerk RECOMMENDATION: That the City Council waive the reading of the text of all standard ordinances and resolutions included in the agenda except as specifically required by the Government Code. BACKGROUND: The City of Temecula is a general law city formed under the laws of the State of California. With respect to adoption of ordinances and resolutions, the City adheres to the requirements set forth in the Government Code. Unless otherwise required, the full reading of the text of standard ordinances and resolutions is waived. FISCAL IMPACT: None ATTACHMENTS: None Item No . 2 ACTION MINUTES TEMECULA CITY COUNCIL REGULAR MEETING CITY COUNCIL CHAMBERS 41000 MAIN STREET TEMECULA, CALIFORNIA APRIL 26, 2016—7:00 PM 5:30 PM - The City Council convened in Closed Session in the Canyons Conference Room on the third floor of the Temecula City Hall concerning the following matters: 1. CONFERENCE WITH LEGAL COUNSEL—EXISTING LITIGATION. The City Council will meet in closed session with the City Attorney pursuant to Government Code Section 54956.9(d)(1) with respect to three matters of pending litigation: (1) Hill v. City of Temecula, Riverside County Superior Court No. RIC1501349; (2) Los Ranchitos Homeowners Association v. City of Temecula, Riverside County Superior Court No. RIC1512880; and (3) Scharpen Foundation v. Kamala Harris et al; Riverside County Superior Court No. RIC1514022. 2. CONFERENCE WITH LEGAL COUNSEL—POTENTIAL LITIGATION. The City Council will meet in closed session with the City Attorney pursuant to Government Code Section 54956.9(d)(2) with respect to one matter of potential litigation. A point has been reached where, in the opinion of the City Attorney, based on existing facts and circumstances, there is a significant exposure to litigation involving the City. At 5:30 PM Mayor Naggar called the City Council meeting to order and recessed to Closed Session to consider the matters described on the Closed Session agenda. The City Council meeting convened at 7:00 PM CALL TO ORDER: Mayor Mike Naggar Prelude Music: The Still Point Quartet Invocation: Elder Bob Ruiz of Reliance Church Flag Salute: Monty Sharp ROLL CALL: Comerchero, Edwards, McCracken, Rahn, Naggar PRESENTATIONS/PROCLAMATIONS Presentation of Certificates of Recognition to Rancho Christian High School Eagles Boys Varsity Basketball Team Presentation of Certificate of Achievement to Zachary Orlaski of Troop #500 for Attaining Eagle Scout Rank Presentation of National Travel &Tourism Week in Temecula Proclamation Action Minutes 042616 1 PUBLIC COMMENTS The following individuals addressed the City Council: • Gillian Larson • Monty Sharp • Jay Szlzypiorski • Walt Combs • Cecilie Nelson CITY COUNCIL REPORTS CONSENT CALENDAR 1 Waive Reading of Standard Ordinances and Resolutions - Approved Staff Recommendation (5-0) Council Member Edwards made the motion; it was seconded by Council Member McCracken; and electronic vote reflected approval by Council Members Comerchero, Edwards, McCracken, Rahn and Naggar. RECOMMENDATION: 1.1 That the City Council waive the reading of the text of all standard ordinances and resolutions included in the agenda except as specifically required by the Government Code. 2 Approve the Action Minutes of April 12, 2016 - Approved Staff Recommendation (5-0) Council Member Edwards made the motion; it was seconded by Council Member McCracken; and electronic vote reflected approval by Council Members Comerchero, Edwards, McCracken, Rahn and Naggar. RECOMMENDATION: 2.1 That the City Council approve the action minutes of April 12, 2016. 3 Approve the List of Demands - Approved Staff Recommendation (4-1, Council Member Naggar Abstained) Council Member Edwards made the motion; it was seconded by Council Member McCracken; and electronic vote reflected approval by Council Members Comerchero, Edwards, McCracken and Rahn with Council Member Naggar abstaining due to reimbursement, Check #176083, for the purchase of a City-owned computer to conduct City business. RECOMMENDATION: 3.1 That the City Council adopt a resolution entitled: RESOLUTION NO. 16-23 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA ALLOWING CERTAIN CLAIMS AND DEMANDS AS SET FORTH IN EXHIBIT A Action Minutes 042616 2 4 Approve the Fourth Amendment to the Agreement with Environmental Science Associates for the Preparation of a Supplemental Environmental Impact Report for the Temecula Valley Hospital Heliport Relocation - Approved Staff Recommendation (4-1, Council Member Comerchero Abstained) Council Member Edwards made the motion; it was seconded by Council Member McCracken; and electronic vote reflected approval by Council Members Edwards, McCracken, Rahn and Naggar with Council Member Comerchero abstaining due to the fact that he serves on the Governing Board for the Temecula Valley Hospital. RECOMMENDATION: 4.1 That the City Council approve the Fourth Amendment to the Agreement for Consultant Services with Environmental Science Associates (ESA), in the amount of $9,850, for a total agreement amount of $134,005, for the preparation of a Supplemental Environmental Impact Report (EIR) for the Temecula Valley Hospital Heliport Relocation. 5 Approve the First Amendment to the Agreement with Blanca Y. Price for Landscape Plan Review and Inspection Services for Fiscal Year 2015-16 - Approved Staff Recommendation (5-0) Council Member Edwards made the motion; it was seconded by Council Member McCracken; and electronic vote reflected approval by Council Members Comerchero, Edwards, McCracken, Rahn and Naggar. RECOMMENDATION: 5.1 That the City Council approve the First Amendment to the Agreement for Consulting Services with Blanca Y. Price, in the amount of $40,000, for a total agreement amount of $150,000, to perform Landscape Plan Review and Inspection Services for Fiscal Year 2015-16. 6 Approve an Agreement for Consultant Services with Michael Baker International Company for Pechanga Parkway Widening (Via Gilberto to North Casino Drive), PW15-14 - Approved Staff Recommendation (5-0) Council Member Edwards made the motion; it was seconded by Council Member McCracken; and electronic vote reflected approval by Council Members Comerchero, Edwards, McCracken, Rahn and Naggar. RECOMMENDATION: 6.1 Approve the Agreement for Consultant Services with Michael Baker International Company, in the amount of $214,173, for Pechanga Parkway Widening (Via Gilberto to North Casino Drive), PW15-14; 6.2 Authorize the City Manager to approve extra work authorizations not to exceed the contingency amount of $21,417, which is equal to 10% of the Agreement amount. RECESS At 7:50 PM, the City Council recessed and convened as the Temecula Community Services District Meeting. At 7:52 PM, the Temecula Community Services District Meeting recessed and convened as the Joint City Council/Temecula Public Financing Authority Meeting. At 8:09 PM, the City Council resumed with the remainder of the City Council Agenda. Action Minutes 042616 3 JOINT CITY COUNCIL/TEMECULA PUBLIC FINANCING AUTHORITY MEETING CALL TO ORDER: Chairperson Mike Naggar ROLL CALL: COUNCIL MEMBERS/DIRECTORS: Comerchero, Edwards, McCracken, Rahn, Naggar 9 Formation of Temecula Public Financing Authority Community Facilities District No. 16-01 (Roripaugh Ranch Phase 2) Council Member Naggar and Council Member Comerchero did not participate on Item 9 of the Joint City Council Temecula Public Financing Authority Agenda. Europa Vineyard Estates is located on approximately 290 acres southeasterly of Butterfield Stage Road and La Serena Way in unincorporated Riverside County. It has been owned by Temecula Vineyard Estates, LLC, and is adjacent to Butterfield Stage Road. Neither Council Member Naggar nor Council Member Comerchero has any direct investments or ownership interests in the Temecula Vineyard Estates, LLC. The managing member of Temecula Vineyard Estates, LLC, has been Mr. Daniel Stephenson. Council Member Naggar and Council Member Comerchero do, however, have ownership interests and are members other limited liability companies that are developing property outside of the City of Temecula in which Mr. Stephenson is also the managing member. Europa Vineyard Estates is, therefore, an "otherwise related business entity" for these officials within the meaning of § 18703.1 of the FPPC Regulations. Europa Vineyard Estates is now owned by an entity related to Temecula Vineyard Estates, LLC, Sirah Development Corporation, Inc., of which Council Member Comerchero is an officer. The proposed actions on Item 9 initiating new and restructured CFD bonds for the Roripaugh Ranch Project will have no material financial effect, indeed no effect, on Europa Vineyard Estates, or the owners of that Project, for the simple reason that the these actions do not change the Roripaugh Ranch Developers' obligation to construct the Phase 3 Improvements to Butterfield Stage Road from what has been required since approval of the original Development Agreement and Specific Plan in December 2002. This is consistent with the Fair Political Practices Commission Legal Staff's March 2008 opinion (A- 08-015) [Calixto Property] allowing Council Member Naggar and Council Member Comerchero's participation in a decision to acquire property located 372 feet south of Europa Villages Estates necessary for the construction of the Phase 3 Improvements. Additionally, the funding for the Phase 3 Improvements for Butterfield Stage Road has been in place since the Roripaugh Ranch Community Facilities District 03-02 issued community facilities district special tax bonds in April 2006. The City Attorney determined that Council Member Naggar and Council Member Comerchero may participate in the consideration of Item 9 of the Joint City Council/TPFA Agenda initiating a new and restructured CFD bonds for the Roripaugh Ranch Project. Council Member Naggar and Council Member Comerchero have, however, chose not to participate in these actions involving the new and restructured bonds and left the Council Chamber. 9.1 Approved Staff Recommendation (3-0, Council Member Naggar and Council Member Comerchero absent) Council Member McCracken made the motion; it was seconded by Council Member Rahn; and electronic vote reflected approval by Council Members Edwards, McCracken and Rahn with Council Member Naggar and Council Member Comerchero absent by leaving the Chambers. Action Minutes 042616 4 9.2 Approved Staff Recommendation (3-0, Director Naggar and Director Comerchero absent) Director McCracken made the motion; it was seconded by Director Rahn; and electronic vote reflected approval by Directors Edwards, McCracken and Rahn with Director Naggar and Director Comerchero absent by leaving the Chambers. 9.3 — 9.4 Approved Staff Recommendation (3-0, Director Naggar and Director Comerchero absent) Director McCracken made the motion; it was seconded by Director Rahn; and electronic vote reflected approval by Directors Edwards, McCracken and Rahn with Director Naggar and Director Comerchero absent by leaving the Chambers. RECOMMENDATION: 9.1 That the City Council adopt a resolution entitled: RESOLUTION NO. 16-24 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING JOINT COMMUNITY FACILITIES AGREEMENT RELATING TO THE FINANCING OF PUBLIC IMPROVEMENTS AND IMPLEMENTATION OF ACQUISITION AGREEMENT 9.2 That the Temecula Public Financing Authority hold a public hearing regarding the formation of the proposed Temecula Public Financing Authority Community Facilities District No. 16-01 (Roripaugh Ranch Phase 2) (the "CFD"), the levy of special taxes in the CFD, and the issuance of bonds by the Temecula Public Financing Authority for the CFD, and adopt the resolutions entitled: RESOLUTION NO. TPFA 16-04 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA PUBLIC FINANCING AUTHORITY OF FORMATION OF TEMECULA PUBLIC FINANCING AUTHORITY COMMUNITY FACILITIES DISTRICT NO. 16-01 (RORIPAUGH RANCH PHASE 2), AUTHORIZING THE LEVY OF A SPECIAL TAX WITHIN THE DISTRICT, PRELIMINARILY ESTABLISHING AN APPROPRIATIONS LIMIT FOR THE DISTRICT AND SUBMITTING LEVY OF THE SPECIAL TAX AND THE ESTABLISHMENT OF THE APPROPRIATIONS LIMIT TO THE QUALIFIED ELECTORS OF THE DISTRICT RESOLUTION NO. TPFA 16-05 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA PUBLIC FINANCING AUTHORITY DETERMINING THE NECESSITY TO INCUR BONDED INDEBTEDNESS WITHIN TEMECULA PUBLIC FINANCING AUTHORITY COMMUNITY FACILITIES DISTRICT NO. 16-01 (RORIPAUGH RANCH PHASE 2) AND SUBMITTING PROPOSITION TO THE QUALIFIED ELECTORS OF THE DISTRICT Action Minutes 042616 5 RESOLUTION NO. TPFA 16-06 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA PUBLIC FINANCING AUTHORITY CALLING SPECIAL ELECTION WITHIN COMMUNITY FACILITIES DISTRICT NO. 16-01 (RORIPAUGH RANCH PHASE 2) 9.3 That the Temecula Public Financing Authority hold an election regarding the CFD, and adopt the resolution entitled: RESOLUTION NO. TPFA 16-07 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA PUBLIC FINANCING AUTHORITY DECLARING RESULTS OF SPECIAL ELECTION AND DIRECTING RECORDING OF NOTICE OF SPECIAL TAX LIEN — COMMUNITY FACILITIES DISTRICT NO. 16-01 (RORIPAUGH RANCH PHASE 2) 9.4 That the Temecula Public Financing Authority have the first reading of the ordinance entitled: ORDINANCE NO. TPFA 16-01 AN ORDINANCE OF THE TEMECULA PUBLIC FINANCING AUTHORITY LEVYING SPECIAL TAXES WITHIN TEMECULA PUBLIC FINANCING AUTHORITY COMMUNITY FACILITIES DISTRICT NO. 16-01 (RORIPAUGH RANCH PHASE 2) City Attorney Thorson introduced and read by title only Ordinance No. TPFA 16-01. TPFA EXECUTIVE DIRECTOR REPORT TPFA BOARD OF DIRECTORS REPORTS JOINT MEETING ADJOURNMENT RECONVENE TEMECULA CITY COUNCIL PUBLIC HEARING 10 Approval of the Community Development Block Grant (CDBG) Annual Action Plan and Funding Recommendations for the Fiscal Year 2016-17 - Approved Staff Recommendation (5-0) Council Member Comerchero made the motion; it was seconded by Council Member Edwards; and electronic vote reflected approval by Council Members Comerchero, Edwards, McCracken, Rahn and Naggar. Action Minutes 042616 6 RECOMMENDATION: 10.1 That the City Council adopt a resolution entitled: RESOLUTION NO. 16-25 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING THE 2016-2017 ANNUAL ACTION PLAN AS AN APPLICATION TO THE U.S. DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT (HUD) FOR FUNDING UNDER THE FEDERAL COMMUNITY DEVELOPMENT BLOCK GRANT (CDBG) PROGRAM, INCLUDING THE PROPOSED USE OF FUNDS FOR FISCAL YEAR 2016-2017 Kim Goodnough addressed the City Council on this item. DEPARTMENTAL REPORTS 11 Community Development Monthly Report 12 Police Department Monthly Report 13 Public Works Department Monthly Report CITY MANAGER REPORT CITY ATTORNEY REPORT City Attorney Thorson reported there were no reportable actions in regards to the Closed Session items. ADJOURNMENT At 8:27 PM, the City Council meeting was formally adjourned to Tuesday, May 10, 2016, at 5:30 PM, for a Closed Session, with regular session commencing at 7:00 PM, City Council Chambers, 41000 Main Street, Temecula, California. Michael S. Naggar, Mayor ATTEST: Randi Johl, City Clerk [SEAL] Action Minutes 042616 7 Item No . 3 Approvals City Attorney Finance Director City Manager (Sr CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Jennifer Hennessy, Finance Director DATE: May 10, 2016 SUBJECT: Approve the List of Demands PREPARED BY: Pascale Brown, Accounting Manager Pam Espinoza, Accounting Specialist RECOMMENDATION: That the City Council adopt a resolution entitled: RESOLUTION NO. 16- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA ALLOWING CERTAIN CLAIMS AND DEMANDS AS SET FORTH IN EXHIBIT A BACKGROUND: All claims and demands are reported and summarized for review and approval by the City Council on a routine basis at each City Council meeting. The attached claims represent the paid claims and demands since the last City Council meeting. FISCAL IMPACT: All claims and demands were paid from appropriated funds or authorized resources of the City and have been recorded in accordance with the City's policies and procedures. ATTACHMENTS: 1. Resolution 2. List of Demands RESOLUTION NO. 16- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA ALLOWING CERTAIN CLAIMS AND DEMANDS AS SET FORTH IN EXHIBIT A THE CITY COUNCIL OF THE CITY OF TEMECULA DOES HEREBY RESOLVE AS FOLLOWS: Section 1. That the following claims and demands as set forth in Exhibit A, on file in the office of the City Clerk, has been reviewed by the City Manager's Office and that the same are hereby allowed in the amount of $5,775,486.66. Section 2. The City Clerk shall certify the adoption of this resolution. PASSED, APPROVED, AND ADOPTED by the City Council of the City of Temecula this 10th day of May, 2016. Michael S. Naggar, Mayor ATTEST: Randi Johl, City Clerk [SEAL] STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA ) I, Randi Johl, City Clerk of the City of Temecula, do hereby certify that the foregoing Resolution No. 16- was duly and regularly adopted by the City Council of the City of Temecula at a meeting thereof held on the 10th day of May, 2016, by the following vote: AYES: COUNCIL MEMBERS: NOES: COUNCIL MEMBERS: ABSTAIN: COUNCIL MEMBERS: ABSENT: COUNCIL MEMBERS: Randi Johl, City Clerk CITY OF TEMECULA LIST OF DEMANDS 04/14/2016 TOTAL CHECK RUN $ 3,858,019.34 04/21/2016 TOTAL CHECK RUN 1,513,707.44 04/21/2016 TOTAL PAYROLL RUN: 403,759.88 TOTAL LIST OF DEMANDS FOR 05/10/2016 COUNCIL MEETING: $5,775,486.66 DISBURSEMENTS BY FUND: CHECKS: CITY OF TEMECULA LIST OF DEMANDS 001 GENERAL FUND $ 4,508,676.74 125 PEG PUBLIC EDUCATION&GOVERNMENT 1,367.96 135 BUSINESS INCUBATOR RESOURCE 3,079.75 140 COMMUNITY DEV BLOCK GRANT 8,406.62 165 AFFORDABLE HOUSING 3,061.88 170 MEASURE A FUND 203,313.36 190 TEMECULA COMNIUNITY SERVICES DISTRICT 163,289.65 192 TCSD SERVICE LEVEL B STREET LIGHTS 78,560.17 194 TCSD SERVICE LEVEL D REFUSE RECYCLING 1,478.02 196 TCSD SERVICE LEVEL"L"LAKE PARK MAINT. 7,440.80 197 TEMECULA LIBRARY FUND 57,056.01 210 CAPITAL IMPROVEMENT PROJECTS FUND 72,655.05 277 CFD-RORIPAUGH 742.00 300 INSURANCE FUND 11,040.50 320 INFORMATION TECHNOLOGY 50,482.92 325 TECHNOLOGY REPLACEMENT FUND 84,313.21 330 CENTRAL SERVICES 15,370.45 340 FACILITIES 30,663.46 375 INTERN FELLOWSHIP FUND 167.72 472 CFD 01-2 HARVESTON A&B DEBT SERVICE 33.62 473 CFD 03-1 CROWNE HILL DEBT SERVICE FUND 33.62 474 AD03-4 JOHN WARNER ROAD DEBT SERVICE 33.62 475 CFD03-3 WOLF CREEK DEBT SERVICE FUND 33.62 476 CFD 03-6 HARVESTON 2 DEBT SERVICE FUND 33.62 477 CFD 03-02 RORIPAUGH DEBT SERVICE FUND 2,911.69 501 SERVICE LEVEL"C'ZONE 1 SADDLEWOOD 2,171.37 502 SERVICE LEVEL"C'ZONE 2 WINCHESTER CREEK 1,495.83 503 SERVICE LEVEL"C'ZONE 3 RANCHO HIGHLANDS 2,114.78 504 SERVICE LEVEL"C'ZONE 4 THE VINEYARDS 333.37 505 SERVICE LEVEL'C''ZONE 5 SIGNET SERIES 1,437.26 506 SERVICE LEVEL"C'ZONE 6 WOODCREST COUNTRY 764.95 507 SERVICE LEVEL"C'ZONE 7 RIDGEVIEW 931.07 508 SERVICE LEVEL"C'ZONE 8 VILLAGE GROVE 5,534.22 509 SERVICE LEVEL"C'ZONE 9 RANCHO SOLANA 80.32 510 SERVICE LEVEL"C'ZONE 10 MARTINIQUE 291.32 511 SERVICE LEVEL"C'ZONE 11 MEADOWVIEW 68.77 512 SERVICE LEVEL"C'ZONE 12 VINTAGE HILLS 3,448.25 513 SERVICE LEVEL"C'ZONE 13 PRESLEY DEVELOP. 1,806.46 514 SERVICE LEVEL"C'ZONE 14 MORRISON HOMES 559.13 515 SERVICE LEVEL"C'ZONE 15 BARCLAY ESTATES 523.68 516 SERVICE LEVEL"C'ZONE 16 TRADEWINDS 893.69 517 SERVICE LEVEL"C'ZONE 17 MONTE VISTA 102.81 518 SERVICE LEVEL"C'ZONE 18 TEMEKU HILLS 4,435.57 519 SERVICE LEVEL'C''ZONE 19 CHANTEMAR 2,177.93 520 SERVICE LEVEL"C'ZONE 20 CROWNE HILL 5,888.42 521 SERVICE LEVEL"C'ZONE 21 VAIL RANCH 11,816.52 522 SERVICE LEVEL"C'ZONE 22 SUTTON PLACE 196.24 523 SERVICE LEVEL"C'ZONE 23 PHEASENT RUN 373.10 524 SERVICE LEVEL"C'ZONE 24 HARVESTON 7,037.36 525 SERVICE LEVEL"C'ZONE 25 SERENA HILI S 1,733.03 526 SERVICE LEVEL"C'ZONE 26 GALLERYTRADITION 82.02 527 SERVICE LEVEL"C'ZONE 27 AVONDALE 331.34 528 SERVICE LEVEL"C'ZONE 28 WOLF CREEK 10,725.86 529 SERVICE LEVEL"C'ZONE 29 GALLERY PORTRAIT 126.05 $5,371,726.78 CITY OF TEMECULA LIST OF DEMANDS 001 GENERAL FUND $ 250,861.46 135 BUSINESS INCUBATOR RESOURCE 1,600.60 165 AFFORDABLE HOUSING 2,646.65 190 TEMECULA COMMUNITY SERVICES DISTRI 99,924.93 192 TCSD SERVICE LEVEL B STREET LIGHTS 252.71 194 TCSD SERVICE LEVEL D REFUSE RECYCLING 2,146.68 196 TCSD SERVICE LEVEL"L"LAKE PARK MAINT 181.56 197 TEMECULA LIBRARY FUND 964.23 300 INSURANCE FUND 2,134.52 320 INFORMATION TECHNOLOGY 23,624.26 330 CENTRAL SERVICES 6,051.92 340 FACILITIES 9,660.53 375 INTERN FELLOWSHIP FUND 1,071.68 472 CFD 01-2 HARVESTON A&B DEBT SERVICE 62.22 473 CFD 03-1 CROWNE HILL DEBT SERVICE FUND 62.22 474 AD03-4 JOHN WARNER ROAD DEBT SERVICE 62.22 475 CFD03-3 WOLF CREEK DEBT SERVICE FUND 62.22 476 CFD 03-6 HARVESTON 2 DEBT SERVICE FUND 62.22 477 CFD 03-02 RORIPAUGH DEBT SERVICE FUND 373.32 501 SERVICE LEVEL"C'ZONE 1 SADDLEWOOD 71.88 502 SERVICE LEVEL"C'ZONE 2 WINCHESTER CRE 48.27 503 SERVICE LEVEL"C'ZONE 3 RANCHO HIGHLAND 57.31 504 SERVICE LEVEL"C'ZONE 4 THE VINEYARDS 10.33 505 SERVICE LEVEL"C'ZONE 5 SIGNET SERIES 115.81 506 SERVICE LEVEL"C'ZONE 6 WOODCREST COU 21.10 507 SERVICE LEVEL"C'ZONE 7 RIDGEVIEW 29.65 508 SERVICE LEVEL"C'ZONE 8 VILLAGE GROVE 196.93 509 SERVICE LEVEL"C'ZONE 9 RANCHO SOLANA 2.21 510 SERVICE LEVEL"C'ZONE 10 MARTINIQUE 9.17 511 SERVICE LEVEL"C'ZONE 11 MEADOWVIEW 5.93 512 SERVICE LEVEL"C'ZONE 12 VINTAGE HILLS 131.28 513 SERVICE LEVEL"C'ZONE 13 PRESLEY DEVELO 28.08 514 SERVICE LEVEL"C'ZONE 14 MORRISON HOME 16.20 515 SERVICE LEVEL"C'ZONE 15 BARCLAY ESTAT 14.06 516 SERVICE LEVEL"C'ZONE 16 TRADEWINDS 32.79 517 SERVICE LEVEL"C'ZONE 17 MONTE VISTA 2.73 518 SERVICE LEVEL"C'ZONE 18 TEMEKU HILLS 121.70 519 SERVICE LEVEL"C'ZONE 19 CHANTEMAR 65.00 520 SERVICE LEVEL"C'ZONE 20 CROWNE HILL 176.55 521 SERVICE LEVEL"C'ZONE 21 VAIL RANCH 298.56 522 SERVICE LEVEL"C'ZONE 22 SUTTON PLACE 7.07 523 SERVICE LEVEL"C'ZONE 23 PHEASENT RUN 7.83 524 SERVICE LEVEL"C'ZONE 24 HARVESTON 167.98 525 SERVICE LEVEL"C'ZONE 25 SERENA HILLS 54.03 526 SERVICE LEVEL"C'ZONE 26 GALLERYTRADITI 2.40 527 SERVICE LEVEL"C'ZONE 27 AVONDALE 7.83 528 SERVICE LEVEL"C'ZONE 28 WOLF CREEK 247.73 529 SERVICE LEVEL"C'ZONE 29 GALLERY PORTR 3.32 403,759.88 TOTAL BY FUND: $5,775,486.66 apChkLst Final Check List Page: 1 04/14/2016 9:53:48AM CITY OF TEMECULA Bank: union UNION BANK Check# Date Vendor Description Amount Paid Check Total 2947 04/11/2016 000444 INSTATAX(EDD) STATE TAXES PAYMENT 22,828.65 22,828.65 2948 04/11/2016 000283 INSTATAX(IRS) FEDERAL INCOME TAXES PAYMENT 82,372.25 82,372.25 2951 04/12/2016 000246 PERS(EMPLOYEES' PERS RETIREMENT PAYMENT 40,042.89 40,042.89 RETIREMENT) 2953 04/08/2016 003347 FIRST BANKCARD CENTER IG FRAUDULENT CHARGES -12.07 REVERSED 007282 AMAZON.COM,INC IG RET'D LUMBAR SUPPORT:CRAFT -26.95 008669 VONS IG RFSHMNTS:RECRUITMENT MTG 86.30 007282 AMAZON.COM,INC IG BACK SUPPORT CUSHION:CRAFT, 29.95 C. 000751 SKILLPATH INC IG ADMIN ASSIST:CONF HANDBOOK 33.90 007282 AMAZON.COM,INC IG LUMBAR CUSHION:CRAFT,C. 29.85 IG FRAUDULENT CHARGES REVERSED -402.47 IG FRAUDULENT CHARGES REVERSED -12.58 IG FRAUDULENT CHARGES REVERSED -119.00 IG FRAUDULENT CHARGES REVERSED 12.40 017443 OPERATING CO.LLC RO RFRSHMNTS FOR CITY COUNCIL 186.58 MED.CUISINE MTG:02/23 013812 DFIT SUBS,LLC RO RFSHMNTS FOR YOUTH IN GOVT 650.00 2/23 004074 FRANCHISE MGMT SERVICES RO SUPPLIES:STRATEGIC SESSION 29.65 INC PLANNING 013301 RED GINGER CHINA BISTRO RO RFRSHMNTS FOR CITY COUNCIL 123.71 MTG:03/18 006692 SAM'S CLUB RO SUPPLIES FOR PROFESSIONAL 47.90 MEETING 015626 EVENTBRITE.COM AA REGIST:3RD DIST SUMMIT 45.00 -COMERCHERO 015626 EVENTBRITE.COM AA REGI ST:3RD DIST SUMMIT-ADAMS 90.00 006942 ONTARIOAIRPORT IG AIRPORT PARKING 2/24-2/27 72.00 001060 HYATT IG LODGING:LCW CONFERENCE 752.82 2-24/2/27 007282 AMAZON.COM,INC IG DIGITAL ORDER:LITERATURE:HR 14.98 013995 C V S PHARMACY JC RFRSHMNTS:NAT'L LEAGUE OF 18.86 CITIES 018824 WASHIGTON AIRPORT JC RFRSHMNTS:NAT'L LEAGUE OF 13.62 CITIES Page:1 apChkLst Final Check List Page: 2 04/14/2016 9:53:48AM CITY OF TEMECULA Bank: union UNION BANK (Continued) Check# Date Vendor Description Amount Paid Check Total 001256 MARRIOTT HOTEL JC LDGING:NAT'L LEAGUE CITIES 973.03 CONF 3/5- 000907 RANCHO TEMECULA CAR MH WASH&WAX FOR IT VAN 69.99 WASH 007282 AMAZON.COM,INC IG HDMI CABLES AND ADAPTER 41.08 008337 STAPLES BUSINESS IG SUPPLIES FOR EXECUTIVE 224.74 ADVANTAGE LEADERSHIP 000751 SKILLPATH INC IG CANCELLATION OF TRAINING -189.00 SEMINAR: 003392 AARON BROTHERS ART& IG FRAME FOR EOQ CERTIFICATE 26.99 FRAMING 3/10/15 004185 GPS STORE,THE CB CERT SUPPLIES-GRANT FUND 959.80 001048 ROSAS CANTINA RESTAURANT CB RFRSHMTS:STA.73 RIBBON 342.75 CUTTING 001526 MICHAELS STORES INC CB SUPPLIES:STA.73 RIBBON 39.06 CUTTING 000645 SMART&FINAL INC CB SUPPLIES:STA.73 RIBBON 27.36 CUTTING 018815 AMERICAN COMMUNICATION CB CERT SUPPLIES-GRANT FUNDS 1,276.55 SYSTEMS 009720 STARBUCKS CORPORATION CB SUPPLIES:STA.73 RIBBON 29.90 CUTTING 000475 B N I PUBLICATIONS INC CB CODE BOOKS FOR NEW CODE 464.94 CYCLE 018814 HERITAGE FOOD SERVICES CB TOOLS:OVEN KNOB 45.32 REPLACEMENT STA84 018798 SAN DIEGO COMMUNITY TG INSPECTION CERTIFICATION: 46.00 COLLEGE OLDHAM,J. 007282 AMAZON.COM,INC IG REFUND FOR TOP FIT LUMBAR -29.95 CUSHION 000751 SKILLPATH INC IGADMINASSIST'S CONF 4/11/16: 199.00 CRAFT, 000795 FRED PRYOR IG STAFF TRAINING:CRAFT, 99.00 SEMI NARS-CAREERTRAC CHARLENE 017701 TEMECULA LANES KH YAC BONDING ACTIVITY 260.00 003549 CALIF ASSN OF MUSEUMS KH MEMBERSHIP RENEWAL:FRICK,T. 150.00 000152 CALIF PARKS&RECREATION KH MEMBERSHIP RENEWAL:FRICK,T. 145.00 SOC 017805 AMERICAS&AMERICAS INC KH SUPPLIES FOR LIGHT IT UP BLUE 57.50 EVENT 015041 PROFESSIONAL EDUCATION JH TRAINING:GOVT&NOT FOR 159.50 SVCS LP PROFIT 006952 PAYPAL JH VERISIGN PAYFLOW PRO 85.00 TRANSACTION 000733 ABBEY PARTY RENTS RO TABLECLOTH RENTAL FOR 66.17 COUNCIL Paget apChkLst Final Check List Page: 3 04/14/2016 9:53:48AM CITY OF TEMECULA Bank: union UNION BANK (Continued) Check# Date Vendor Description Amount Paid Check Total 017805 AMERICAS&AMERICAS INC KH SUPPLIES FOR LIGHT IT BLUE 90.00 EVENT 003811 AMERICAN ASSN FOR STATE KH MEMBERSHIP RENEWAL:FRICK,T. 70.00 007282 AMAZON.COM,INC KH SUPPLIES FOR LIGHT IT UP BLUE 24.00 EVENT 007282 AMAZON.COM,INC KH SUPPLIES FOR LIGHT IT UP BLUE 8.89 EVENT 007282 AMAZON.COM,INC KH SUPPLIES FOR LIGHT IT UP BLUE 16.89 EVENT 006952 PAYPAL KH VERISIGN PAYFLOW PRO 214.50 TRANSACTION 000152 CALIF PARKS&RECREATION KH'16 CONFERENCE&EXPO: 50.00 SOC TAKAVORIAN,M 007047 OLIVE GARDEN RO RFRSHMNTS FOR CITY COUNCIL 160.92 MTG:02/09 006692 SAM'S CLUB RO RFSHMNTS FOR YOUTH IN GOV'T 74.04 2/23 015354 FACEBOOK.COM AA FACEBOOK PROMOTING CITY 24.98 GOVERNMENT 015354 FACEBOOK.COM AA FACEBOOK PROMOTING CITY 5.02 GOVERNMENT 000293 STADIUM PIZZA INC AA RFRSHMNTS:VETERAN& 187.04 MILITARY 015639 REZA CAFE AA CTIY ATTY MTG:02/23 81.74 014583 PALUMBO'S RISTORANTE,LLC AA RFRSHMNTS:SW T-NOW MTG 2/23 135.00 003964 OFFICE DEPOT BUSINESS SVS AA DIVIDERS:SPONSORSHIP FUNDING 36.67 DIV 000152 CALIF PARKS&RECREATION KH'16 CONFERENCE&EXPO: 50.00 SOC MARTINEZ,Y. 000152 CALIF PARKS&RECREATION KH'16 CONFERENCE&EXPO: 50.00 SOC CLERMONT,R. 000152 CALIF PARKS&RECREATION KH'16 CONFERENCE&EXPO: 495.00 SOC ADKISSON,C. 000152 CALIF PARKS&RECREATION KH'16 CONFERENCE&EXPO:FRICK, 495.00 SOC T. 000152 CALIF PARKS&RECREATION KH'16 CONFERENCE&EXPO: 655.00 SOC LAWRENCE,J. 000152 CALIF PARKS&RECREATION KH'16 CONFERENCE&EXPO: 655.00 SOC WOOTEN,M. 000152 CALIF PARKS&RECREATION KH'16 CONFERENCE&EXPO: 655.00 SOC GILLILAND,R. 014529 DOLLAR TREE STORES,INC. KH SUPPLIES FOR TEEN EASTER 51.84 ACTIVITIES 007282 AMAZON.COM,INC KH BOOKS&COLLECTIONS:LIBRARY 53.98 007282 AMAZON.COM,INC KH BOOKS&COLLECTIONS:LIBRARY 23.09 Page3 apChkLst Final Check List Page: 4 04/14/2016 9:53:48AM CITY OF TEMECULA Bank: union UNION BANK (Continued) Check# Date Vendor Description Amount Paid Check Total 007282 AMAZON.COM,INC KH BOOKS&COLLECTIONS:LIBRARY 54.33 018845 OAKLAND AIRPORT IG TRANPORTATION TO SAN FRAN 20.40 TRANSPORATION LCW SEMINAR 015626 EVENTBRITE.COM MN REGISTRATION:THIRD DISTRICT 45.00 SUMMIT 018799 OLD TOWN PUB&GRUB MM HOA EVENT TO INTRODUCE 452.00 TEENS TO TECHN 015626 EVENTBRITE.COM ME REGISTRATION:THIRD DISTRICT 45.00 SUMMIT 018710 LATHEM TIME RECEIPT IG INK RIBBON FOR TIMECLOCK 38.97 018076 PIZZERIA DE MILANO IG RFRSHMNTS:EXECUTIVE TEAM 111.72 MTG 007282 AMAZON.COM,INC IG EMALLEE US PLUG 13.99 007282 AMAZON.COM,INC IG LUMBAR BACK SUPPORT CUSHION 26.95 013338 APPLE STORE MH JOINT VENTURE MEMBERSHIP 499.00 RENEWAL 018825 BROADCAST PIX MH VIDEO SWITCH FAN 218.66 REPLACEMENT KIT 007065 B&H PHOTO VIDEO INC MH 1,149.30 013851 STORM SOURCE,LLC MH APPOINTMENT PLUS:IT 20.00 018800 BAKERS FLOWERS IG SUNSHINE FUND 57.19 008956 PANERA BREAD AA RFRSHMNTS:EDC MTG ON 13.99 02/26/16 002652 PAT&OSCARS RESTAURANT GB ENTREPRENEURS EXCHANGE 207.36 PITCH PRACTICE 015626 EVENTBRITE.COM GB REGISTRATION FOR KITZEROW& 70.00 DAMKO 015354 FACEBOOK.COM GB FACEBOOK PROMOTING CITY 10.00 GOVERNMENT 018816 WE-REACH OUT.ORG GB HEALTHCARE SUMMIT:TVE2 500.00 011253 WILSON CREEK WINERY GB EXECUTIVE MEETING:3/2-3/3/16 3,274.82 &VINEYARDS 011253 WILSON CREEK WINERY GB EXECUTIVE MEETING:3/2-3/3/16 370.66 &VINEYARDS 015626 EVENTBRITE.COM GB REGISTRATION:ASAP AWARDS: 35.00 WALKER,C. 017736 FEAST CALIFORNIA CAFE,LLC LW PLANNING COMMISSION 197.11 19,029.23 WORKSHOP 2/10 2954 04/14/2016 000621 WESTERN RIVERSIDE MAR'16TUMF PAYMENT 68,541.00 68,541.00 COUNCI L OF 176355 04/14/2016 002786 4N6XPRTSYSTEMS 2016 UPDATE:FORENSIC 230.00 230.00 SOFTWARE:POLICE Page-.4 apChkLst Final Check List Page: 5 04/14/2016 9:53:48AM CITY OF TEMECULA Bank: union UNION BANK (Continued) Check# Date Vendor Description Amount Paid Check Total 176356 04/14/2016 003951 ALL AMERICAN ASPHALT ASPHALT SUPPLIES:PW STREETS 541.19 DIVISION ASPHALTSUPPLIES:PW STREETS DIVIS 478.04 1,019.23 176357 04/14/2016 004422 AMERICAN BATTERY SIGNAL BATTERIES: PW TRAFFIC 573.43 CORPORATION SIGNAL BATTERIES: PW TRAFFIC 49.25 622.68 176358 04/14/2016 004240 AMERICAN FORENSIC NURSES MAY 16 STAND BY FEE 1,248.00 (AFN) PHLEBOTOMY SRVCS:TEMECULA POLIC 443.80 PHLEBOTOMY SRVCS:TEMECULA POLIC 84.76 1,776.56 176359 04/14/2016 000101 APPLE ONE INC MAR 16 TEMP HELP: CITY CLERK/ 5,823.77 5,823.77 FIRE 176360 04/14/2016 004623 AQUASOURCEINC WATER TREATMENT SUPPLIES:TES 1,754.68 1,754.68 POOL 176361 04/14/2016 011954 BAKER&TAYLOR INC BOOK COLLECTIONS:LIBRARY 35.19 35.19 176362 04/14/2016 018833 BENNETT&BENNETT,APC REFUND:SEC DEP:RM RENTAL:CONF 112.50 112.50 CTR A/B 176363 04/14/2016 001080 BILLIARDS&BARSTOOLS 8 pool cues:MPSC 213.84 213.84 176364 04/14/2016 018408 BOB CALLAHAN'S POOL MAR 16 POOL MAINT SERVICES:CRC 1,050.00 1,050.00 SERVICE AND TES 176365 04/14/2016 009437 BRENNER FIELDER&ASSOC, SMALL MAI NT EQUIP:HARV LAKE 1,258.48 1,258.48 INC PARK 176366 04/14/2016 017115 BUREAU OF OFFICE TRANSCRIPTION SRVCS:TEMECULA 54.57 54.57 SERVICES,INC POLICE 176367 04/14/2016 003138 CAL MAT ASPHALT SUPPLIES:PW ST MAI NT 204.08 204.08 176368 04/14/2016 017878 CALFEST CALFEST MEMBERSHIP:DAWN 150.00 150.00 ADAMIAK 176369 04/14/2016 010939 CALIF DEPT OF INDUSTRIAL CA ELEVATOR CERT OF COMPLIANCE 250.00 250.00 176370 04/14/2016 000131 CARL WARREN&COMPANY FEB 16 CLAIM ADJUSTER SERVICES 2,619.68 2,619.68 INC 176371 04/14/2016 005417 CINTAS FI RST AID&SAFETY SAFETY SUPPLIES:THEATER 373.75 FIRST-AID KITSUPPLIES:VAR FACILITIE: 872.14 1,245.89 Pages apChkLst Final Check List Page: 6 04/14/2016 9:53:48AM CITY OF TEMECULA Bank: union UNION BANK (Continued) Check# Date Vendor Description Amount Paid Check Total 176372 04/14/2016 018719 CM SCHOOL SUPPLY INC Supplies:PPW experiments 44.27 44.27 176373 04/14/2016 000442 COMPUTER ALERT SYSTEMS ADJUSTTAMPER:YMCA 75.00 REPROGRAM KEYPAD:TEM COMM CTR 75.00 150.00 176374 04/14/2016 002945 CONSOLIDATED ELECTRICAL ELECTRICAL SUPPLIES:VARIOUS 1,048.68 DIST. PARKS MISC ELECTRICAL SUPPLIES:TVM 233.28 ELECTRICAL SUPPLIES:CIVIC CENTER 605.88 ELECTRICAL SUPPLIES:CIVIC CENTER 874.80 ELECTRICAL SUPPLIES:CIVIC CENTER 170.10 MISC ELECTRICAL SUPPLIES:HARVEST 146.88 3,079.62 176375 04/14/2016 013379 COSSOU,CELINE TCSD INSTRUCTOR EARNINGS 129.50 129.50 176376 04/14/2016 014521 COSTAR GROUP APR 16 WEB SUBSCRIPTION:ECO 415.00 415.00 INFORMATION,INC DEV 176377 04/14/2016 001264 COSTCO TEMECULA#491 MISC SUPPLIES:TCC/CERT 349.36 349.36 176378 04/14/2016 004329 COSTCO TEMECULA#491 MISC SUPPLIES:HIGH HOPES PGRM 312.22 MISC SUPPLIES:ARTS CULTURE&EVEN 412.46 724.68 176379 04/14/2016 002631 COUNTS UNLIMITED INC Traffic count data collection: pw 450.00 450.00 176380 04/14/2016 017542 COX,KRISTI LYN TCSD INSTRUCTOR EARNINGS 436.80 TCSD INSTRUCTOR EARNINGS 436.80 873.60 176381 04/14/2016 010650 CRAFTSMEN PLUMBING& PLUMBING SRVCS:CHILDREN'S 430.83 HVAC INC MUSEUM(IWTCM) PLUMBING SRVCS:CRC 165.00 PLUMBING SVCS:RRSP,WOLF CREEK R 1,040.00 INSTALL PLUMBING:TVE2 277.51 PLUMBING SRVCS:SENIOR CENTER 155.00 PLUMBING SRVCS:SENIOR CENTER 95.00 PLUMBING SRVCS:PARKING GARAGE 155.00 FACILITY MAINTENANCE ICE MACHINE: 545.85 2,864.19 176382 04/14/2016 000209 CROP PRODUCTION SERVICES MNTC SUPPLIES:STA 73 187.16 187.16 176383 04/14/2016 003945 DIAMOND ENVIRONMENTAL PORTABLE RESTROOMS:GREAT OAK 77.80 77.80 SRVCS HS Pages apChkLst Final Check List Page: 7 04/14/2016 9:53:48AM CITY OF TEMECULA Bank: union UNION BANK (Continued) Check# Date Vendor Description Amount Paid Check Total 176384 04/14/2016 004192 DOWNS ENERGY FUEL& FUEL FOR CITY VEHICLES:POLICE 77.63 LUBRICANTS DEPT FUEL FOR CITY VEHICLES:CODE ENFOI 172.34 FUEL FOR CITY VEHICLES:BLDG INSPE, 223.31 FUEL FOR CITY VEHICLES:PUBLIC WOR 718.18 FUEL FOR CITY VEHICLES:CITY MANAG 42.14 FUEL FOR CITY VEHICLES:PUBLIC WOF 280.70 FUEL FOR CITY VEHICLES:TCSD 530.95 FUEL FOR CITY VEHICLES:TRAFFIC-P� 321.06 FUEL FOR CITY VEHICLES:PUBLIC WOF 90.35 FUEL FOR CITY VEHICLES:PUBLIC WOF 643.24 3,099.90 176385 04/14/2016 013267 ECONOMIC DEVELOPMENT ICSC BOOTH 5/22-5/25/16 LAS VEGAS, 1,800.00 1,800.00 AGENCY NV 176386 04/14/2016 013367 ELECTRO INDUSTRIAL SUPPLY MISC SMALL TOOLS&EQUIP:PW 628.83 628.83 TRAFFIC 176387 04/14/2016 004829 ELLISON WILSON ADVOCACY APR 16 STATE LEGIS CONSULTING 3,500.00 3,500.00 LLC SVCS:CM O 176388 04/14/2016 012747 EMERGENCY LIGHTING EMERGCY LIGHTING 637.50 EQUIPMENT BATTERIES:THEATER EMERGNCY LIGHTING BATTERIES:THEA 637.50 1,275.00 176389 04/14/2016 011203 ENVIRONMENTAL CLEANING MAR 16 RESTROOM MAINT 5,637.00 5,637.00 SVCS:PARK MAI NT. 176390 04/14/2016 015330 FAIR HOUSING COUNCIL FEB 16 FAIR HOUSING SRVCS:CDBG 187.74 FUNDING NOV 15 FAIR HOUSING SRVCS:CDBG FL 1,217.88 JAN 16 FAIR HOUSING SRVCS:CDBG FL 122.25 1,527.87 176391 04/14/2016 009953 FEDERAL CLEANING APR 16 JANITORIAL SRVCS:POLICE 854.50 854.50 CONTRACTORS MALL OFFI 176392 04/14/2016 000165 FEDERAL EXPRESS INC 3/17-3/22 EXPRESS MAIL SVCS: 152.62 CC/CIP/FIN 3/22 EXPRESS MAIL SVCS:INFO TECH 22.98 175.60 176393 04/14/2016 003747 FINE ARTS NETWORK STTLMT:"MYSTERY OF EDWIN 106.77 DROOD" STTLMNT:"JEKYLL&HYDE"3/25-4/10/2( 4,513.35 4,620.12 176394 04/14/2016 000380 FIRST STUDENT CHARTER COLLEGE EXCURSION:YAC PGRM 987.15 987.15 176395 04/14/2016 014556 FOULK,ANDREW PHOTO PURCH:NYE GRAPE DROP 150.00 150.00 176396 04/14/2016 002982 FRANCHISE TAX BOARD JAN-MAR 330383649 2016 FORM 592 1,004.50 1,004.50 Page:7 apChkLst Final Check List Page: 8 04/14/2016 9:53:48AM CITY OF TEMECULA Bank: union UNION BANK (Continued) Check# Date Vendor Description Amount Paid Check Total 176397 04/14/2016 014865 FREIZE UHLER,KIMBERLY PROMOTIONAL ITEMS:PREVENTION 369.90 369.90 176398 04/14/2016 001937 GALLS INC EQUIP:POLICE VOLUNTEERS 7.10 7.10 176399 04/14/2016 005405 GILLILAND, ROBIN REIMB:MATS FOR RESTROOMS AT 58.26 58.26 TCC 176400 04/14/2016 009608 GOLDEN VALLEY MUSIC SETTLEMENT:CLASSICS...MERC MAR 230.30 230.30 SOCIETY 2016 176401 04/14/2016 003792 GRAINGER MISC MAINT SUPPLIES:PW STREET 33.09 33.09 MAINT 176402 04/14/2016 000186 HANKS HARDWARE INC MAR 16 MISC MAINT SUPPLIES: 106.26 IWTCM MAR 16 MISC MAINT SUPPLIES:OLD TO' 284.43 MAR 16 MISC MAINT SUPPLIES:OLD TO' 19.43 MAR 16 MISC MAINT SUPPLIES:THEATE 18.85 MAR 16 MISC MAINT SUPPLIES:MPSC 21.34 MAR 16 MISC MAINT SUPPLIES:CRC/SK 198.20 MAR 16 MISC MAINT SUPPLIES:LIBRAR` 15.96 MAR 16 MISC MAINT SUPPLIES:TVM 29.32 MAR 16 MISC MAINT SUPPLIES:HARVE: 22.62 MAR 16 MAINT SUPPLIES:PW STREET N 156.61 MAR 16 MISC SMALL TOOLS&EQUIP:M 346.11 MAR 16 HARDWARE SUPPLIES:VAR FIR 385.87 1,605.00 176403 04/14/2016 002109 HD SUPPLY CONSTR.SUPPLY VARI MAINT SUPPLIES:STREET MAINT 115.74 115.74 LTD 176404 04/14/2016 018834 HODGSON,ALYSSA REFUND:SEC DEP:RM 200.00 200.00 RENTAL:HARVESTON 176405 04/14/2016 010210 HOME DEPOT SUPPLY INC, misc maint supplies:various facilities 135.89 135.89 THE 176406 04/14/2016 016298 HORN CLINIC,THE SETTLEMENT:SPEAKEASY..MERC 443.80 443.80 4/9/16 176407 04/14/2016 003624 HOWELL,ANN MARIE INSIDE TEMECULA NEWSLETTER:CM 2,572.50 OFFICE INSIDE TEMECULA NEWSLETTER:CM OF 1,697.50 4,270.00 176408 04/14/2016 006914 INNOVATIVE DOCUMENT JAN 16 COPIER MAINT REPAIR 878.62 SOLUTIONS USAGE:CITYWID JAN 16 COPIER MAINT REPAIR USAGE:C 9,398.50 10,277.12 176409 04/14/2016 001407 INTER VALLEY POOL SUPPLY sanitizing chemical supplies:var pools 884.52 884.52 INC Page.8 apChkLst Final Check List Page: 9 04/14/2016 9:53:48AM CITY OF TEMECULA Bank: union UNION BANK (Continued) Check# Date Vendor Description Amount Paid Check Total 176410 04/14/2016 014564 INT'L BUSINESS INNOVATION 4/1-3/31/17 MEMBERSHIP DUES:TVE2 525.00 525.00 68778 176411 04/14/2016 017715 JAKES ASSOCIATES,INC WATERSLIDE SAFETY INSPECTION: 2,070.00 2,070.00 CRC 176412 04/14/2016 018630 JEFFREY M MORIARTY VIDEO SRVCS:ECO DEV 2,414.00 2,414.00 176413 04/14/2016 011841 JOE RHODES MAINTENANCE FUEL PUMP REPAIR:STA 84 428.49 428.49 176414 04/14/2016 012285 JOHNSTONE SUPPLY DECORATIVE FOUNTAIN PUMP:TOWN 2,334.00 2,334.00 SQUARE 176415 04/14/2016 017118 KRACH,BREE B. trophies:Rod Run 2016 1,911.60 1,911.60 176416 04/14/2016 018500 LABOR READY SOUTHWEST, 03/19-03/24 TEMP HELP: 822.00 INC STREET&PARK MAI NT 03/12-03/18 TEMP HELP:STREET&PARK 822.00 1,644.00 176417 04/14/2016 003975 LAWRENCE,JEFF REIMB:MICROPHONES FOR CRC 86.38 86.38 SOUND SYSTEM 176418 04/14/2016 008680 LA-Z-BOY FURNITURE FURNISHINGS:STA 73 4,417.11 4,417.11 GALLERIES 176419 04/14/2016 018434 LEW EDWARDS GROUP,THE MAR CNSLTNT SVCS:COMM 4,000.00 4,000.00 ENGAGEMENT SVCS 176420 04/14/2016 013982 M C I COMM SERVICE MAR XXX-0714 GEN USAGE:PD MALL 35.20 ALARM MAR XXX-0346 GENERAL USAGE 31.83 67.03 176421 04/14/2016 003782 MAIN STREET SIGNS misc sign supplies:pw street maint div 212.08 212.08 176422 04/14/2016 014392 MC COLLOUGH,JILL DENISE APR 16 MAINT SVCS INTERIOR 500.00 PLANTS:CIVIC APR 16 MAINT SVCS INTERIOR PLANTS: 200.00 700.00 176423 04/14/2016 018675 MDG ASSOCIATES,INC. FEB 16 CDBG ADMINISTRATION 6,878.75 6,878.75 SERVICES 176424 04/14/2016 013443 MIDWEST TAPE LLC MISC.BOOKS,AUDIO,DVDS.:LIBRARY 153.78 MISC.BOOKS,AUDIO,DVDS.:LIBRARY 49.78 203.56 176425 04/14/2016 016445 MKB PRINTING& Business cards-Greg Butler 235.43 PROMOTIONAL INC WINDOW ENVELOPES-#10 WHITE 113.05 348.48 176426 04/14/2016 017861 MYTHOS TECHNOLOGY INC IT MONITORING SRVCS:TVE2 100.00 100.00 Page9 apChkLst Final Check List Page: 10 04/14/2016 9:53:48AM CITY OF TEMECULA Bank: union UNION BANK (Continued) Check# Date Vendor Description Amount Paid Check Total 176427 04/14/2016 002925 NAPAAUTO PARTS AUTO PARTS&MISC SUPPLIES:STA 56.10 56.10 92 176428 04/14/2016 018099 NATIONAL SAFETY DOT DRUG/ALCOHOL TESTING SVCS 197.90 197.90 COMPLIANCE FOR HR 176429 04/14/2016 001323 NESTLE WATERS NORTH 2/23-3/22/16 BOTTLED WATER 61.81 AMERICA SVC:TVE2 2/23-3/22 WATER DLVRY SVC:TESC POC 6.47 2/23-3/22 WATER DLVRY SVC:OTT 42.93 2/23-3/22 WATER DLVRY SVC:FOC 125.37 2/23-3/22 WATER DLVRY SVC:CRC 74.74 2/23-3/22/16 WATER DELIV SVCS:CITY C 35.11 2/23-3/22 DRINKING WATER SVC:SKATE 6.47 2/23-3/22 DRINKING WATER SVC:HARVE 23.03 2/23-3/22 WATER DLVRY SVC:TCC 23.96 2/23-3/22 WATER DLVRY SVC:IWTCM 40.06 2/23-3/22 WATER DLVRY SVC:TVM 21.22 2/23-3/22 WATER DLVRY SVC:LIBRARY 71.45 2/23-3/22 DRINKING WATER SVC:PBSP 38.37 570.99 176430 04/14/2016 003964 OFFICE DEPOT BUSINESS SVS MISC OFFICE SUPPLIES:PW DEPTS 187.15 DIV MISC OFFICE SUPPLIES:PW CIP 31.20 MISC OFFICE SUPPLIES:PW CIP 102.99 MISC OFFICE SUPPLIES:FINANCE 67.62 MISC OFFICE SUPPLIES:FINANCE 67.63 MISC OFFICE SUPPLIES:FINANCE 5.35 461.94 176431 04/14/2016 002105 OLD TOWN TIRE&SERVICE CITY VEHICLE MAINT SVCS:PW 102.50 TRAFFIC CITY VEHICLE MAI NT SVCS:PW TRAFFIC 628.90 CITY VEHICLE MAI NT SVCS:PW TRAFFIC 72.14 803.54 176432 04/14/2016 002105 OLD TOWN TIRE&SERVICE CITY VEHICLE MAINT SRVCS:TCSD 568.69 568.69 176433 04/14/2016 008830 PINA,ART MILEAGE:TRANSYNC PRESENTATION 52.70 52.70 3/24/16 176434 04/14/2016 012818 PLANETBIDS INC ONLINE BID SYSTEM RENEWAL:INFO 24,444.00 24,444.00 TECH 176435 04/14/2016 006653 PLAYPOWER LT FARMINGTON PLAYGROUND PARTS:TEMEKU HILLS 514.64 514.64 INC PARK 176436 04/14/2016 000254 PRESS ENTERPRISE 3/30/16-3/29/17 SUBSCR:CITY MGR'S 320.16 320.16 COMPANY INC OFC 176437 04/14/2016 014957 PRN PRODUCTIONS COMEDY @ THE MERC 4/8 154.00 154.00 Page:10 apChkLst Final Check List Page: 11 04/14/2016 9:53:48AM CITY OF TEMECULA Bank: union UNION BANK (Continued) Check# Date Vendor Description Amount Paid Check Total 176438 04/14/2016 013725 PROCRAFT INC GARAGE DOOR REPAIR:FIRE STN 92 157.50 157.50 176439 04/14/2016 005075 PRUDENTIAL OVERALL FEB-MAR UNIFORM/MATS/TWL 2,047.04 SUPPLY RENTALS:CITY FA MAR UNIFORM/FLOORMATS/TWL RENTP 1,128.05 3,175.09 176440 04/14/2016 018831 RADEECAL,INC RELOCATION SRVCS:MURR.CRK 3,508.00 3,508.00 BRI DGE/OVRLND 176441 04/14/2016 000406 RIVERSIDE CO SHERIFFS 2/4/16-3/2/16 LAW ENFORCEMENT 1,631,705.24 DEPT 1/7/16-2/3/16 LAW ENFORCEMENT 1,665,527.30 3,297,232.54 176442 04/14/2016 001365 RIVERSIDE,COUNTY OF OCT-DEC'15 VECTOR CONTROL 5,159.17 5,159.17 SRVCS 176443 04/14/2016 004274 SAFE&SECURE LOCKSMITH LOCKSMITH SRVCS:CIVIC CENTER 120.00 LOCKSMITH SRVCS:VARIOUS PARKS 228.48 LOCK REPAIR:STA 84 72.92 421.40 176444 04/14/2016 013376 SECURITY SIGNAL DEVICES REPAIR&MAINT OF CAMERAS:TVE2 139.00 INC REPAIR&MAINT OF CAMERAS:FOC 1,427.30 1,566.30 176445 04/14/2016 009213 SHERRY BERRY MUSIC JAZZ @ THE MERC 4/7 367.50 367.50 176446 04/14/2016 013695 SHRED-IT US JV,LLC 3/22 DOC SHRED SRVCS:LIBRARY 16.54 3/22 DOC SHRED SRVCS:CRC 17.61 34.15 176447 04/14/2016 000537 SO CALIF EDISON MAR 2-29-657-2563:42902 207.88 BUTTE RFI ELD STG MAR 2-28-629-0507:30600 PAUBA RD 6,074.35 MAR 2-31-936-3511:46488 PECHANGA PK 51.98 MAR 2-02-502-8077:43210 BUS PARK DR 278.82 MAR 2-29-657-2332:45538 REDWOOD RD 25.99 MAR 2-29-953-8447:31738 WOLF VLY RD 25.85 MAR 2-31-404-6020:28771 OT FRONT ST 1,186.10 MAR 2-00-397-5067:TCSD SVC LEV C 2,373.64 MAR 2-30-220-8749:45850 N WOLF CRK 1 300.07 10,524.68 176448 04/14/2016 018751 SOLARCITY CORPORATION REFUND:BLDG PERMIT FEES:B15-1809 225.60 225.60 176449 04/14/2016 000519 SOUTH COUNTY PEST PEST CONTROL SRVCS:FIRE STA 73 68.00 CONTROL INC PEST CONTROL SRVCS:FIRE STA 84 80.00 MAR PEST CONTROL SRVCS:CITY FACS 890.00 1,038.00 176450 04/14/2016 012652 SOUTHERN CALIFORNIA APR GEN USAGE:0141,0839,2593,9306 562.94 562.94 176451 04/14/2016 016939 SPERO VINEYARDS,INC Vineyard facility fees:human srvcs pgr 1,500.00 1,500.00 Page:11 apChkLst Final Check List Page: 12 04/14/2016 9:53:48AM CITY OF TEMECULA Bank: union UNION BANK (Continued) Check# Date Vendor Description Amount Paid Check Total 176452 04/14/2016 005786 SPRINT FEB 26-MAR 25 CELLULAR 4,695.08 4,695.08 USAGE/EQUIP 176453 04/14/2016 002015 STAR WAY SYSTEMS INSTALL SPEAKER MGMT SYSTEM: 1,179.60 1,179.60 CORPORATION CRC 176454 04/14/2016 010924 T&D COMMUNICATIONS,INC. CABLING:EOC 4,064.04 cabling:Fire Station 73— 283.10 4,347.14 176455 04/14/2016 003677 TEMECULA MOTORSPORTS MOTORCYCLE 1,068.86 LLC REPAIR/MAINT:TEM.P.D. MOTORCYCLE REPAIR/MAINT:TEM.P.D. 1,181.38 2,250.24 176456 04/14/2016 009194 TEMECULA VALLEY NEWS MARADVERTISING:TEMECULA 668.57 668.57 PRESENTS 176457 04/14/2016 003941 TEMECULA WINNELSON MISC PLUMBING SUPPLIES:VAR 199.80 COMPANY PARKS MISC PLUMBING SUPPLIES:VAR PARKS 423.36 PLUMBING SUPPLIES:VARIOUS PARKS 614.43 PLUMBING SUPPLIES:VARIOUS PARKS 615.60 1,853.19 176458 04/14/2016 003862 THYSSENKRUPP APR-JUN ELEVATOR MAINT SVCS:CITY 5,049.00 5,049.00 ELEVATOR.BRNCH 37 FACS 176459 04/14/2016 016311 TIERCE,NICHOLAS LOGO DSGN:WESTERN CULTURAL 375.00 HERITAGE DAY GRAPHIC DESIGN SERVICES:THEATER 3,780.00 4,155.00 176460 04/14/2016 010276 TIME WARNER CABLE APR HIGH SPEED INTERNET:COAX 28.43 28.43 176461 04/14/2016 000668 TIMMY D PRODUCTIONS INC DJ/Announcer:Easter Egg Hunt— 350.00 DJ SERVICES:LIGHT IT UP BLUE 425.00 775.00 176462 04/14/2016 000978 TIP OF SW RIVERSIDE TRAUMA INTEVENTION PROGRAM: 10,000.00 10,000.00 COUNTY INC PD/FIRE 176463 04/14/2016 000319 TOMARK SPORTS INC volleyball&basketball nets:var parks 276.99 276.99 176464 04/14/2016 016670 TOTAL IMAGING SOLUTIONS, 4/16/16-4/15/17 SUPPORT:LIBRARY 835.00 835.00 LLC 176465 04/14/2016 000161 TYLER TECHNOLOGIES,INC ENERGOV ADMINISTRATOR TRAINING 5,600.00 REIMBURSEMENT COSTS:ENERGOV 3/2 2,421.26 STAGE 10 PROD/PROD SUPPORT ENER, 19,000.00 CONSULTING&TRAINING:WHR EDEN 3/ 412.50 CREDIT:BILLING ADJ/HOTEL REIMB RAT[ -280.20 PERMITTING SOFTWARE 30 DAYS AFTEI 53,772.15 CONSULTING&TRNG:WHR EDEN 3/15& 600.00 81,525.71 Page:12 apChkLst Final Check List Page: 13 04/14/2016 9:53:48AM CITY OF TEMECULA Bank: union UNION BANK (Continued) Check# Date Vendor Description Amount Paid Check Total 176466 04/14/2016 007766 UNDERGROUND SERVICE MAR UNDERGROUND UTILITY 222.00 222.00 ALERT LOCATOR:PW TRAF 176467 04/14/2016 002110 UNITED RENTALS NORTH EQUIPMENT RENTAL:MEDICS 909.28 AMERICA MISC EQUIP RENTALS:PW STREET MAIN 16.17 925.45 176468 04/14/2016 010169 UNITED TOWING SERVICE,INC TOWING SERVICES:TEMECULA 336.00 336.00 POLICE 176469 04/14/2016 012549 UPODIUM VEHICLE MAINTENANCE:STA 12 107.87 107.87 176470 04/14/2016 004261 VERIZON APR XXX-0709 GENERAL USAGE:EOC 133.46 MAR XXX-5694 GENERAL USAGE:FS#95 121.10 254.56 176471 04/14/2016 004789 VERIZON APR INTERNET SVCS:SKATE PARK 39.95 APR INTERNET SVCS:LIBRARY 11.22 APR INTERNET SVCS:LIBRARY 11.22 APR INTERNET SVCS:HARVESTON CEN' 129.99 MAR INTERNET SVCS:27415 ENTERPRIE 120.77 313.15 176472 04/14/2016 018474 VIVINT SOLAR DEVELOPER REFUND:BLDG FEES:B15-4436 179.20 179.20 LLC 176473 04/14/2016 007987 WALMART MISC SUPPLIES:THEATER 76.22 MISC SUPPLIES:TEAM PACE PGRM 44.94 MISC SUPPLIES:MPSC 150.00 MISC RECREATION SUPPLIES:CRC 61.77 332.93 176474 04/14/2016 003730 WEST COAST ARBORISTS INC 3/1-15 ANNUAL ROW 12,348.00 12,348.00 TRIMMING:CITYWIDE 176475 04/14/2016 008402 WESTERN RIVERSIDE MAR'16 MSHCP PAYMENT 13,750.00 13,750.00 COUNTY 176476 04/14/2016 018832 WILSON,MARIETTA REFUND:SEC DEP:RM RENTAL:TCC 150.00 150.00 176477 04/14/2016 009512 WURMS JANITORIAL Janitorial srvcs:police old town office 295.84 SERVICES,INC APR JANITORIAL SVCS:CITY FACS 23,878.64 24,174.48 1000995 04/07/2016 018836 ATTIAS,ALBERT REFUND:FROZEN SPRING FEVER 75.00 75.00 DANCE 1000996 04/07/2016 018837 ATWOOD,EMILY REFUND:TODDLERS CREATIVE 32.00 32.00 LEARNING 1000997 04/07/2016 018838 BRIDGES,WILLIAM REFUND:SEC DEP:RM RENTAL:CRC 200.20 200.20 Page:13 apChkLst Final Check List Page: 14 04/14/2016 9:53:48AM CITY OF TEMECULA Bank: union UNION BANK (Continued) Check# Date Vendor Description Amount Paid Check Total 1000998 04/07/2016 018839 CASADY,MELISSA REFUND:FROZEN SPRING FEVER 75.00 75.00 DANCE 1000999 04/07/2016 018840 INGALLS,DARLYNE REFUND:SEC DEP:RM RENTAL:CONF 150.00 150.00 CTR A/B 1001000 04/07/2016 018841 MCGREGOR,ROSALINDA REFUND:FROZEN SPRING FEVER 75.00 75.00 DANCE 1001001 04/07/2016 018842 RABINEK,MARINA REFUND:FROZEN SPRING FEVER 75.00 75.00 DANCE 1001002 04/07/2016 016899 SIODLA,ERIN REFUND:HEALTH CARE PROVIDE CPR 25.00 25.00 1001003 04/07/2016 018843 VOIGHT,CHRISTINA REFUND:FROZEN SPRING FEVER 150.00 150.00 DANCE Grand total for UNION BANK: 3,858,019.34 Page:14 apChkLst Final Check List Page: 15 04/14/2016 9:53:48AM CITY OF TEMECULA 137 checks in this report. Grand Total All Checks: 3,858,019.34 Page:15 apChkLst Final Check List Page: 1 04/21/2016 10:27:24AM CITY OF TEMECULA Bank: union UNION BANK Check# Date Vendor Description Amount Paid Check Total 2956 04/21/2016 010349 CALIF DEPT OF CHILD SUPPORT PAYMENT 1,128.45 1,128.45 SUPPORT 2957 04/21/2016 000194 1 C M A RETIREMENT-PLAN I C M A RETIREMENT TRUST 457 8,526.49 8,526.49 303355 PAYMENT 2958 04/21/2016 000444 INSTATAX(EDD) STATE DISABILITY INS PAYMENT 22,409.23 22,409.23 2959 04/21/2016 000283 1NSTATAX(IRS) FEDERAL INCOME TAXES PAYMENT 81,315.46 81,315.46 2960 04/21/2016 001065 NATIONWIDE RETIREMENT NATIONWIDE RETIREMENT PAYMENT 8,675.90 8,675.90 SOLUTION 2961 04/21/2016 000389 NATIONWIDE RETIREMENT OBRA-PROJECT RETIREMENT 1,966.98 1,966.98 SOLUTION PAYMENT 176478 04/21/2016 018826 APPICE,VINCENT PERFORMANCE ROCK SYMPHONY 2,250.00 2,250.00 JUN 18 2016 176479 04/21/2016 017149 B G P RECREATION,INC. TCSD INSTRUCTOR EARNINGS 3,515.40 TCSD INSTRUCTOR EARNINGS 1,596.00 TCSD INSTRUCTOR EARNINGS 1,596.00 6,707.40 176480 04/21/2016 012583 BLANCAY PRICE JAN 16 LDSCP PLAN CHECK&REVIEW 8,100.00 8,100.00 :PLANNI 176481 04/21/2016 017813 BUXTON COMPANY Consulting srvcs:retail attraction study 10,000.00 10,000.00 176482 04/21/2016 003138 CAL MAT ASPHALT SUPPLIES:PW ST MAI NT 163.08 ASPHALT SUPPLIES:PW ST MAI NT 88.97 252.05 176483 04/21/2016 013265 CALIF BUILDING 1STQTR PAYMENTOF SB1473 2016 1,273.00 1,273.00 176484 04/21/2016 000638 CALIF DEPT OF 2016 1ST QTR PMT:STRONG MOTION 5,208.00 5,208.00 CONSERVATION (JAN-MAR) 176485 04/21/2016 000131 CARL WARREN&COMPANY MAR 16 CLAIM ADJUSTER SERVICES 576.52 576.52 INC 176486 04/21/2016 004462 CDW,LLC ERGONOMIC COMPUTER EQUIP: 279.32 279.32 LAND DEV 176487 04/21/2016 000912 CITY CLERKS ASSN OF CALIF REGIS:CITY CLERK'S ASSOC OF CA 585.00 585.00 ANNUAL Page:1 apChkLst Final Check List Page: 2 04/21/2016 10:27:24AM CITY OF TEMECULA Bank: union UNION BANK (Continued) Check# Date Vendor Description Amount Paid Check Total 176488 04/21/2016 004405 COMMUNITY HEALTH EMPLOYEE CHARITY DONATIONS 24.00 24.00 CHARITIES,C/O WELLS FARGO PAYMENT BANK 176489 04/21/2016 000442 COMPUTER ALERT SYSTEMS APR/MAY/JUN 16:ALARM MONITOR: 6,220.00 6,220.00 VAR LOCAT 176490 04/21/2016 002945 CONSOLIDATED ELECTRICAL ELECTRICAL SUPPLIES:CIVIC 401.76 401.76 DIST. CENTER 176491 04/21/2016 014663 CONTROL TECH WEST,INC. TRAFFIC SIGNAL EQUIP:PW 7,689.60 7,689.60 TRAFFIFC 176492 04/21/2016 004329 COSTCO TEMECULA#491 MISC.OFFICE SUPPLIES:MPSC 366.12 MISC SUPPLIES:HIGH HOPES PGRM 153.02 MISC.SUPPLIES:HIGH HOPES PGRM 117.57 636.71 176493 04/21/2016 010650 CRAFTSMEN PLUMBING& POOL DECK REHABILITATION:TES 800.00 800.00 HVAC INC POOL 176494 04/21/2016 018420 CREGUT,DEBORAH REIMB:COUNTER TECHNICIAN 232.59 232.59 CERTIFICATION 176495 04/21/2016 018491 CRONBERG PHOTOGRAPHY TCSD INSTRUCTOR EARNINGS 224.00 224.00 176496 04/21/2016 007723 DE LATORRE,MAYRA REIMB:SUNSHINE FUND 28.02 28.02 176497 04/21/2016 003945 DIAMOND ENVIRONMENTAL PORTABLE RESTROOM:CITYWIDE 121.20 121.20 SRVCS CLEAN UP 176498 04/21/2016 004192 DOWNS ENERGY FUEL& FUEL FOR CITY VEHICLES:TCSD 386.04 LUBRICANTS FUEL FOR CITY VEHICLES:TRAFFIC DIV 258.75 FUEL FOR CITY VEHICLES:BLDG INSPE, 215.42 FUEL FOR CITY VEHICLES:PLAN/CODE 80.05 FUEL FOR CITY VEHICLES:INFO TECH 45.47 FUEL FOR CITY VEHICLES:PUBLIC WOF 39.42 1,025.15 176499 04/21/2016 007319 EAGLE ROAD SERVICE&TIRE replacement tires:pw street maint fleet 598.56 INC MISC TIRES:STREET MAINT VEH&EQU 416.64 MISC TIRES:STREET MAINT VEH&EQU 309.12 MISC TIRES:STREET MAINT VEH&EQU 173.87 MISC TIRES:STREET MAINT VEH&EQU 163.07 1,661.26 176500 04/21/2016 002390 EASTERN MUNICIPAL WATER APR WATER METER:32131 S LOOP RD 123.02 DIST BLDG APR WATER METER:32131 S LOOP RD LI 62.68 APR WATER METER:32131 S LOOP RD D 51.94 237.64 Paget apChkLst Final Check List Page: 3 04/21/2016 10:27:24AM CITY OF TEMECULA Bank: union UNION BANK (Continued) Check# Date Vendor Description Amount Paid Check Total 176502 04/21/2016 001056 EXCEL LANDSCAPE,INC. MAR 16 LNDSCP MAI NT SVCS:VAR 21,610.97 LOCATIONS MAR 16 LNDSCP MAI NT SVCS:VARI PARI 18,094.70 MAR 16 LNDSCAPE MAI NT SVCS:VAR LC 9,993.13 INSTALL IRRIG DRAINLINE: PBSP 3,583.00 IRRIGATION REPAIRS:VAIL RANCH SLOI 324.83 MAR 16 LDSCP MAI NT SVCS:VARI PARK 51,365.88 MAR 16 LNDSCP MAI NT SVCS:VARI PARI 48,525.10 MAR 16 LDSCPE MAI NT SVCS:VAR LOCA 34,844.87 188,342.48 176503 04/21/2016 011145 FOSTER,JILL CHRISTINE TCSD INSTRUCTOR EARNINGS 4,146.45 TCSD INSTRUCTOR EARNINGS 1,771.00 TCSD INSTRUCTOR EARNINGS 823.20 6,740.65 176504 04/21/2016 002982 FRANCHISE TAX BOARD SUPPORT PAYMENT 350.00 350.00 176505 04/21/2016 002982 FRANCHISE TAX BOARD SUPPORT PAYMENT 45.00 45.00 176506 04/21/2016 016184 FUN EXPRESS,LLC Misc.supplies:var csd special events 217.69 217.69 176507 04/21/2016 010326 G E MOBILE WATER,INC APPARATUS MAINT SUPPLIES:STA 89.92 89.92 84/73 176508 04/21/2016 003946 G T ENTERTAINMENT DJ/ANNOUNCING:SPECIAL GAMES 300.00 300.00 4/23/16 176509 04/21/2016 000177 GLENNIES OFFICE PRODUCTS MAR 16 MISC OFC 276.57 INC SUPPLIES:INTERN/YOUTH MAR 16 OFC SUPPLIES:CENTRAL SVCS/ 167.35 MAR 16 MISC OFC SUPPLIES:B&S DEPT 71.71 515.63 176510 04/21/2016 009608 GOLDEN VALLEY MUSIC STTLMNT:"CHAMBER MUSIC 1,124.05 1,124.05 SOCIETY TREASURES'4/16 176511 04/21/2016 003792 GRAINGER MIXING VALVE:CRC KITCHEN 688.60 EQUIPMENT:STA 12 555.39 1,243.99 176512 04/21/2016 000186 HANKS HARDWARE INC MAR 16 MISC MAI NT 3,722.92 SUPPLIES:TCSD/PARK MAI MAR 16 MISC MAINT SUPPLIES:VAR FAC 866.60 MAR 16 MISC MAINT SUPPLIES:VAR PAF 254.73 MAR 16 MISC MAINT SUPPLIES:AQUATI( 134.23 MAR 16 MISC MAINT SUPPLIES:VAR LO( 127.18 FEB 16 MISC SUPPLIES:SKATE PARK/PA 24.54 5,130.20 176513 04/21/2016 012748 HARDY&HARPER INC GRIND REPAVE STREET:N GENERAL 51,031.20 51,031.20 KEARNY Page3 apChkLst Final Check List Page: 4 04/21/2016 10:27:24AM CITY OF TEMECULA Bank: union UNION BANK (Continued) Check# Date Vendor Description Amount Paid Check Total 176514 04/21/2016 013749 HELIXSTORM INC. IT infrastructure support:info tech 1,462.50 1,462.50 176515 04/21/2016 016564 IMPACT TELECOM MAR 800 SERVICES:CIVIC CENTER 55.39 55.39 176516 04/21/2016 010676 INTERWEST CONSULTING FEB 16 INSPECTION&PLAN CHECK 5,400.00 5,400.00 GROUP INC SRVCS:B&S 176517 04/21/2016 004115 K T U&ASSOCIATES FEB 16 TRAILS&BIKEWAY MASTER 1,623.00 1,623.00 PLAN UPDA 176518 04/21/2016 017730 KASHMERE FAMILY TRUST, MAY 16 FACILITY LEASE 5,307.84 5,307.84 THE PAYMENTS:HARVESTON 176519 04/21/2016 017118 KRACH,BREE B. AWARDS:AQUATICS 8.10 8.10 176520 04/21/2016 018500 LABOR READY SOUTHWEST, 03/26-04/01 TEMP HELP: 822.00 822.00 INC STREET&PARK MAI NT 176521 04/21/2016 009467 LANKENAU,STEVE MILEAGE:CALBO TRAINING 126.27 126.27 10/26-10/27/15 176522 04/21/2016 004813 M&J PAUL ENTERPRISES INC INFLATABLE RENTALS FOR CITYWIDE 174.00 EVENTS. JOLLY JUMP RENTAL:SPECIAL GAMES E 445.00 619.00 176523 04/21/2016 009541 MEYER AND ASSOCIATES THEATER REMEDIATION:PWCIP 9,250.00 REPAIR/REMEDIATE YMCA BLDG:PW Cl 3,148.00 12,398.00 176524 04/21/2016 018314 MICHAEL BAKER INT'L INC. FEB 16 ENG SRVCS:115/79S INTERCHG 3,664.04 3,664.04 176525 04/21/2016 004951 MIKE'S PRECISION WELDING MISC WELDING&FAB REPAIRS:VAR 1,700.00 1,700.00 INC. PARKS 176526 04/21/2016 013827 MIKO MOUNTAINLION,INC. misc repairs:la paz tem pkwy city lot 8,887.38 8,887.38 176527 04/21/2016 016445 MKB PRINTING& BUSINESS CARDS:HEI DAOSVOLD 58.85 58.85 PROMOTIONAL INC 176528 04/21/2016 001214 MORNINGSTAR MISC STAGE SUPPLIES:THEATER 10,952.31 10,952.31 PRODUCTIONS,LLC 176529 04/21/2016 018857 MUNOZ,SAUL REFUND:SEC DEP:RM RENTAL:CRC 150.00 150.00 176530 04/21/2016 018853 MURRAY,AIMEE REFUND:CREDIT:PICNIC 135.00 135.00 RENTAL:HARVESTON Page-.4 apChkLst Final Check List Page: 5 04/21/2016 10:27:24AM CITY OF TEMECULA Bank: union UNION BANK (Continued) Check# Date Vendor Description Amount Paid Check Total 176531 04/21/2016 015164 NATURES IMAGE,INC MAR 16 ENVIRO MITIGATION:FVP 454.57 OVERCROSSIN RETENTION RELEASE:PW11-01 5,853.95 MAR 16 PECHANGA PKWY ENVRN MITIG 1,006.60 7,315.12 176532 04/21/2016 002105 OLD TOWN TIRE&SERVICE CITY VEHICLE MAINT SVCS:PW 1,075.32 1,075.32 TRAFFIC 176533 04/21/2016 002105 OLD TOWN TIRE&SERVICE CITY VEHICLE MAI NT SVCS:INFO 184.22 184.22 TECH 176534 04/21/2016 017888 PACIFIC HYDROBLASTING INC PAINTING SRVCS&REHAB:HISTORY 1,948.00 1,948.00 MUSEUM 176535 04/21/2016 002800 PACIFIC STRIPING INC SPRING CITYWIDE TRAFFIC 152,282.16 152,282.16 STRIPING:VAR STR 176536 04/21/2016 014273 PARAGON PARTNERS LTD RELOCATION SRVCS:MURR 460.00 460.00 CRK/OVRLND DR 176537 04/21/2016 015512 PING,KAREN ART STATION:SPECIAL GAMES 2016 275.00 275.00 176538 04/21/2016 010338 POOL&ELECTRICAL WATER CHEMICALS:MARG SPLASH 237.60 237.60 PRODUCTS INC PAD 176539 04/21/2016 010338 POOL&ELECTRICAL POOL SUPPLIES&CHEMICALS:VAR 128.66 128.66 PRODUCTS INC SITES 176540 04/21/2016 002354 POSITIVE PROMOTIONS INC Volunteer appreciation items:RHRTPL 1,290.14 1,290.14 176541 04/21/2016 011549 POWER SPORTS UNLIMITED VEH MAINT&REPAIR:POLICE 349.61 349.61 176542 04/21/2016 012904 PROACTIVE FIRE DESIGN MAR PLAN REVIEWSVC:PREVENTION 10,387.90 10,387.90 176543 04/21/2016 013725 PROCRAFT INC GARAGE DOOR REPAIR:STA 84 190.00 190.00 176544 04/21/2016 018367 RAMIREZ,XOCHITL REFUND:CREDIT:PICNIC 60.00 60.00 RENTAL:RRSP Pages apChkLst Final Check List Page: 6 04/21/2016 10:27:24AM CITY OF TEMECULA Bank: union UNION BANK (Continued) Check# Date Vendor Description Amount Paid Check Total 176545 04/21/2016 000262 RANCHO CALIF WATER APR VAR WATER METER:PW-JRC 125.02 DISTRICT MAR COMM WATER METER:28640 PUJO 10.29 APR VAR WATER METERS:TCSD SVC LE 19,339.61 APR VAR WATER METERS:PW-FAC 3,807.94 APR VAR WATER METERS:PW VARIOUS 1,110.70 APR VAR WATER METERS:PW-OLD TOW 530.71 APR VARIOUS WATER METERS:FIRE STI 420.33 APR LNDSCP WATER METER:44614 PEC 319.00 APR VAR WATER METERS:PW-MAINT 223.19 APR VARIOUS WATER METERS:PW-MAIC 171.17 26,057.96 176546 04/21/2016 002412 RICHARDS WATSON& FEB 2016 LEGAL SERVICES 57,323.83 57,323.83 GERSHON 176547 04/21/2016 000353 RIVERSIDE CO AUDITOR MAR'16 PARKING CITATION 5,692.92 5,692.92 ASSESSMENTS 176548 04/21/2016 014027 RIVERSIDE CO ECO DEV APR-JUN STAFFING:LIBRARY 41,860.00 41,860.00 AGENCY 176549 04/21/2016 015015 RIVERSIDE COUNTY REIMB:SANTA MARG NPDES PERMIT 431,073.53 431,073.53 176550 04/21/2016 018852 RODRIGUEZ RANCH REFUND:OVERPMT:BL#030751 36.00 36.00 176551 04/21/2016 018855 RODRIGUEZ,THOMAS REFUND:BALADJ FOR VIOL. 25.00 25.00 176552 04/21/2016 013579 ROPPE,DAWN REIMB:EVERY 15 MINUTE PGRM 1,500.00 1,500.00 4/14-15 176553 04/21/2016 009196 SACRAMENTO THEATRICAL THEATRICAL LIGHTING:THEATER 59.76 59.76 LIGHTING 176554 04/21/2016 004274 SAFE&SECURE LOCKSMITH LOCKSMITH SERVICES:YMCA BLDG 35.92 35.92 176555 04/21/2016 009980 SANBORN,GWYNETHA. SETTLEMENT:COUNTRY AT THE MERC 427.50 427.50 4/16 176556 04/21/2016 011511 SCUBA CENTER TEMECULA TCSD INSTRUCTOR EARNINGS 504.00 504.00 176557 04/21/2016 017365 SELSTAD,LONNIE SETTLEMENT:DIXIELANDATTHE 159.30 159.30 ME RC 4/17 176558 04/21/2016 008529 SHERIFF'S CIVIL DIV- SUPPORT PAYMENT 100.00 100.00 CENTRAL Pages apChkLst Final Check List Page: 7 04/21/2016 10:27:24AM CITY OF TEMECULA Bank: union UNION BANK (Continued) Check# Date Vendor Description Amount Paid Check Total 176559 04/21/2016 009213 SHERRY BERRY MUSIC SETTLEMENT:JAZZATTHE MERC 4/14 593.00 593.00 176560 04/21/2016 013695 SHRED-IT US JV,LLC 4/6 DOC SHRED SVCS:CITYWIDE 63.00 4/6 DOC SHRED SRVCS:POLICE O.T.STN 16.54 4/1 DOC SHRED SVCS:POLICE MALL STf 16.54 96.08 176561 04/21/2016 004498 SIEMENS INDUSTRY,INC. OCT TRAFFIC SIGNAL MAI NTSRVCS: 740.49 740.49 PW 176562 04/21/2016 009746 SIGNS BY TOMORROW PUBLIC NTC POSTING XX-0829:PLNG 148.20 COMM PUBLIC NTC POSTING XX-1921:PLNG C, 148.20 PUBLIC NTC POSTING XX-1669:PLNG C, 148.20 PUBLIC NTC POSTING XX-0968:PLNG G 148.20 592.80 176563 04/21/2016 000645 SMART&FINAL INC MISC SUPPLIES:MPSC PGRMS 153.41 153.41 176564 04/21/2016 000537 SO CALIF EDISON MAR 2-29-974-7899:26953 YNEZ RD LS3 156.28 MAR 2-31-419-2659:26706 YNEZ RD TC1 141.92 MAR 2-36-171-5626:BUTTERFIELD/LA SEI 130.49 MAR 2-29-479-2981:31454 TEM PKWY TC 111.89 MAR 2-37-303-0485:27498 ENTERPRISE( 57.27 MAR 2-29-223-9571:30395 MURR HOT SP 51.70 MAR 2-25-350-5119:45602 REDHAWK PK% 28.68 MAR 2-36-122-7820:31777 DEPORTOLA R 27.52 MAR 2-30-066-2889:30051 RANCHO VISTj 25.99 MAR 2-31-031-2590:28301 RANCHO CAL 24.74 MAR 2-35-421-1260:41955 4TH ST LS3 22.44 MAR 2-01-202-7330:VARIOUS LS-1 ALLNI' 78,399.72 MAR 2-01-202-7603:VARIOUS LS-1 ALLNI' 24,928.35 MAR 2-05-791-8807:31587 TEM PKWY LS: 9,601.78 MAR 2-02-351-5281:30875 RANCHO VISTj 3,818.78 MAR 2-27-805-3194:42051 MAIN ST 3,237.15 MAR 2-20-798-3248:42081 MAIN ST 1,317.25 MAR 2-10-331-2153:28816 PUJOL ST 745.85 MAR 2-33-777-1950:40135 VILLAGERD 630.65 MAR 2-30-608-9384:28582 HARVESTON 421.64 MAR 2-29-458-7548:32000 RANCHO CAL 287.33 MAR 2-36-531-7916:44205 MAIN ST PED 195.65 124,363.07 176565 04/21/2016 000519 SOUTH COUNTY PEST pest control srvcs:city right-of-ways 94.00 CONTROL INC PEST CONTROL SRVCS:FI RE STN 95 80.00 PEST CONTROL SRVCS:PBSP 70.00 PEST CONTROL SRVCS:WOLF CREEK Pj 49.00 PEST CONTROL SRVCS:FIRE STN 92 42.00 335.00 Page-.7 apChkLst Final Check List Page: 8 04/21/2016 10:27:24AM CITY OF TEMECULA Bank: union UNION BANK (Continued) Check# Date Vendor Description Amount Paid Check Total 176566 04/21/2016 010972 SPORTS FACILITIES GROUP REFURBISH GYM EQUIP:CRC 2,280.00 2,280.00 INC 176567 04/21/2016 008023 STATER BROTHERS MARKETS REFRESHMENTS:DINNER W/FIRE 181.24 181.24 FIGHTERS 176568 04/21/2016 001546 STRAIGHT LINE GLASS WINDOW FILM INSTALL:STA 73 837.00 install window privacy film:civ center 540.00 1,377.00 176569 04/21/2016 018856 STURIALE,MARGARET REFUND:MUSIC FOR YOUNG 65.00 65.00 CHILDREN 176570 04/21/2016 003677 TEMECULA MOTORSPORTS MOTORCYCLE 713.39 713.39 LLC REPAIR/MAINT:TEM.P.D. 176571 04/21/2016 010046 TEMECULAVALLEY FEB'16 BUS.IMPRV DISTRICT 111,549.67 111,549.67 CONVENTION& ASMNTS 176572 04/21/2016 013536 THE GIVING INTERNATIONAL REFUND:SEC DEP:PICNIC 200.00 200.00 RENTAL:RRSP 176573 04/21/2016 008379 THEATER FOUNDATION,THE SETTLEMENT:2016 THEATER 300.00 300.00 FOUNDATION GALA 176574 04/21/2016 010276 TIME WARNER CABLE APR HIGH SPEED INTERNET::29119 73.75 MARGARITA APR HIGH SPEED INTERNET:32364OVEI 54.99 128.74 176575 04/21/2016 000161 TYLER TECHNOLOGIES,INC REGISTRATION TYLER CONF 5/1-4 2,000.00 M.C./M.A. REGISTRATION TYLER CONF 5/1-4A.M./I 1,800.00 3,800.00 176576 04/21/2016 017579 U.S.HEALTHWORKS MEDICAL MEDICALSCREENINGS:HR 99.00 99.00 176577 04/21/2016 000325 UNITED WAY EMPLOYEE CHARITY DONATIONS 5.00 5.00 PAYMENT 176578 04/21/2016 012549 UPODIUM APPARATUS MAINTENANCE:STA 73 70.19 70.19 176579 04/21/2016 008837 VALLEY BUSINESS JOURNAL, APR ADVERTISING-TVE2 250.00 250.00 THE 176580 04/21/2016 014850 VALLEY PRINTING SERVICES, City newsletter:delivery&spcl handling 150.00 150.00 INC. 176581 04/21/2016 004147 VAUGHN IRRIGATION LIGHTED FOUNTAIN:DUCK POND 9,545.39 9,545.39 SERVICES INC IMPROVMNT Page.8 apChkLst Final Check List Page: 9 04/21/2016 10:27:24AM CITY OF TEMECULA Bank: union UNION BANK (Continued) Check# Date Vendor Description Amount Paid Check Total 176582 04/21/2016 009101 VISION ONE INC MAR SHOWARE TICKETING SRVCS: 1,628.30 1,628.30 THEATER 176583 04/21/2016 003730 WEST COAST ARBORISTS INC 3/16-31 ROWTRIMMING:CITYWIDE 22,197.00 22,197.00 176584 04/21/2016 018829 WESTER,JO GRAPHICS ART POSTER:ROCK 500.00 500.00 SYMPHONY 6/18 176585 04/21/2016 017581 XSAT GLOBAL SATELLITE 1Y SVC:5 SATELLITE PHONES:EOC 2,994.00 2,994.00 1001004 04/13/2016 018846 CONROY,GWEN REFUND:SEC DEP:RM RENTAL:CRC 200.00 200.00 1001005 04/13/2016 018343 GARCIA, LYDIA REFUND:BARRE STRETCH&TONE 48.00 48.00 1930.104 1001006 04/13/2016 018847 LOVE,TAMARA REFUND:TOTS-N-POTS 1660.103 35.00 35.00 1001007 04/13/2016 018848 MARCELO,JESIMEL REFUND:SEC DEP:RM 200.00 200.00 RENTAL:HARVESTO N 1001008 04/13/2016 018849 LITTLE TOT MOPPET REFUND:SEC DEP:RM RENTAL:TCC 200.00 200.00 1001009 04/13/2016 017107 PROVI DO,ROMEO REFUND:CREDIT:MTG RMA/B:CRC 21.00 21.00 Grand total for UNION BANK: 1,513,707.44 Page9 apChkLst Final Check List Page: 10 04/21/2016 10:27:24AM CITY OF TEMECULA 119 checks in this report. Grand Total All Checks: 1,513,707.44 Page:10 Item No . 4 Approvals City Attorney Finance Director City Manager CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Jennifer Hennessy, Finance Director DATE: May 10, 2016 SUBJECT: Approve the City Treasurer's Report as of March 31, 2016 PREPARED BY: Rudy J. Graciano, Revenue Manager RECOMMENDATION: That the City Council approve and file the City Treasurer's Report as March 31, 2016. BACKGROUND: Government Code Sections 53646 and 41004 require reports to the City Council regarding the City's investment portfolio, receipts, and disbursements respectively. Adequate funds will be available to meet budgeted and actual expenditures of the City for the next six months. Current market values are derived from the Local Agency Investment Fund (LAIF) reports, Union Bank of California trust and custody statements, and from US Bank trust statements. Attached is the City Treasurer's Report that provides this information. The City's investment portfolio is in compliance with the statement of investment policy and Government Code Sections 53601 and 53635 as of March 31, 2016. FISCAL IMPACT: None ATTACHMENTS: City Treasurer's Report as of March 31, 2016 e7Ni City of Temecula AM- City of Temecula, California 41000 Main Street 6P.O. Box 9033 gf-Jmw Portfolio Management Temecula,CA 92590 1939 Portfolio Summary (951)694-6430 March 31, 2016 Par Market Book %of Days to YTM YTM Investments Value Value Value Portfolio Term Maturity 360 Equiv. 365 Equiv. Managed Pool Accounts 37,144,336.03 37,144,336.03 37,144,336.03 3942 1 1 0.207 0.210 Retention Escrow Account 600,443.85 600,443.85 600,443.85 0.64 1 1 0 000 0.000 Letter of Credit 1.00 1.00 1.00 0.00 7 1 0.000 0.000 Local Agency Investment Funds 31,494,342.11 31,500,749.32 31,494,342.11 3342 t 1 0.499 0.506 Federal Agency Callable Securities 18,000,000.00 18,039,640.00 18,000,000.00 1910 1,323 1,091 1 338 1.356 Federal Agency Bullet Securities 7,000,000.00 7,044,760.00 6,993,680.00 7.42 1,413 628 1.127 1.142 Investments 94,239,122.99 94,329,930.20 94,232,802.99 100.00% 358 256 0.588 0.596 Cash Passbook/Checking 3,753,096.77 3,753,096.77 3,753,096.77 1 1 0 000 0.000 (not included in yield calculations) Total Cash and Investments 97,992,219.76 98,083,026.97 97,985,899.76 358 256 0.588 0.596 Total Earnings March 31 Month Ending Fiscal Year To Date Current Year 45,508.44 350,575.06 Average Daily Balance 100,472,753.46 92,314,464.25 Effective Rate of Return 0.53% 0.50% Reporting period 03/01/2016-03/31/2016 Portfolio TEME CP Run Date:04/26/2016-11:31 PM(PRF_PM1)7.3.0 Report Ver 7.3 5 City of Temecula, California Portfolio Management Page 1 Portfolio Details - Investments March 31, 2016 Average Purchase Stated YTM YTM Days to Maturity CUSIP Investment# Issuer Balance Date Par Value Market Value Book Value Rate 360 365 Maturity Date Managed Pool Accounts 122216003-2 CITY COP RE2 ASSURED GUARANTY 0.00 0.00 0.00 1.000 0.986 1.000 1 1453718479 WORKERS COMP BANK OF AMERICA MERRILL LYNC 07/01/2015 7,878.70 7,878.70 7,878.70 0.000 0.000 1 104348008-1 01-2 IMP 2 First American Treasury 0.00 0.00 0.00 0.000 0.000 1 104348006-4 01-2 RESA2 First American Treasury 0.00 0.00 0.00 0.000 0.000 1 104348016-3 01-2 RESB2 First American Treasury 0.00 0.00 0.00 0.000 0.000 1 104348000-4 01-2 SPTAX2 First American Treasury 0.00 0.00 0.00 0.000 0.000 1 94669911-2 03-1 ACQA2 First American Treasury 0.00 0.00 0.00 0.000 0.000 1 94669921-3 03-1 ACQB3 First American Treasury 0.00 0.00 0.00 0.000 0.000 1 94669902-3 03-1 BOND3 First American Treasury 07/01/2015 0.00 0.00 0.00 0.000 0.000 1 94669906-3 03-1 RES A3 First American Treasury 0.00 0.00 0.00 0.000 0.000 1 94669916-2 03-1 RES B2 First American Treasury 0.00 0.00 0.00 0.000 0.000 1 94669900-4 03-1 SPTAX1 First American Treasury 0.00 0.00 0.00 0.000 0.000 1 793593011-2 03-2 ACQ 2 First American Treasury 0.00 0.00 0.00 0.000 0.000 1 793593009-2 03-2 EMWD 2 First American Treasury 0.00 0.00 0.00 0.000 0.000 1 793593007-2 03-2 IMP 2 First American Treasury 0.00 0.00 0.00 0.000 0.000 1 793593016-4 03-2 LOC 2 First American Treasury 0.00 0.00 0.00 0.000 0.000 1 793593010-2 03-2 PWADM2 First American Treasury 0.00 0.00 0.00 0.000 0.000 1 793593006-2 03-2 RES 2 First American Treasury 0.00 0.00 0.00 0.000 0.000 1 793593000-3 03-2 SPTX2 First American Treasury 0.00 0.00 0.00 0.000 0.000 1 744727011-2 03-3 ACQ2 First American Treasury 0.00 0.00 0.00 0.000 0.000 1 744727002-2 03-3 BOND 2 First American Treasury 07/01/2015 0.00 0.00 0.00 0.000 0.000 1 744727007-2 03-3 CITY2 First American Treasury 0.00 0.00 0.00 0.000 0.000 1 744727009 03-3 EMWD 1 First American Treasury 0.00 0.00 0.00 0.000 0.000 1 744727006-3 03-3 RES3 First American Treasury 0.00 0.00 0.00 0.000 0.000 1 744727000-4 03-3 SP TX 4 First American Treasury 0.00 0.00 0.00 0.000 0.000 1 94686001-2 03-4 ADMIN2 First American Treasury 0.00 0.00 0.00 0.000 0.000 1 94686005-1 03-4 PREP1 First American Treasury 0.00 0.00 0.00 0.000 0.000 1 94686000-1 03-4 RED1 First American Treasury 0.00 0.00 0.00 0.000 0.000 1 94686006-2 03-4 RES2 First American Treasury 0.00 0.00 0.00 0.000 0.000 1 786776002-2 03-6 BOND2 First American Treasury 07/01/2015 0.00 0.00 0.00 0.000 0.000 1 786776007-2 03-6 IMP2 First American Treasury 0.00 0.00 0.00 0.000 0.000 1 786776006-2 03-6 RES2 First American Treasury 0.00 0.00 0.00 0.000 0.000 1 786776000-3 03-6 SP TX3 First American Treasury 0.00 0.00 0.00 0.000 0.000 1 95453510-2 88-12 BOND2 First American Treasury 0.00 0.00 0.00 0.000 0.000 1 95453518-4 88-12 GI4 First American Treasury 0.00 0.00 0.00 0.000 0.000 1 122216003-4 CITY COP RE4 First American Treasury 0.00 0.00 0.00 0.000 0.000 1 Portfolio TEME CP Run Date:04/26/2016-11:31 PM(PRF_PM2)7.3.0 Report Ver.7.3.5 City of Temecula, California Portfolio Management Page 2 Portfolio Details - Investments March 31, 2016 Average Purchase Stated YTM YTM Days to Maturity CUSIP Investment# Issuer Balance Date Par Value Market Value Book Value Rate 360 365 Maturity Date Managed Pool Accounts 122216008-3 CITY COPCIP2 First American Treasury 07/01/2015 0.00 0.00 0.00 0.000 0.000 1 122216000-2 CITY COPLPF2 First American Treasury 0.00 0.00 0.00 0.000 0.000 1 94434160-1 RDA 02 INT1 First American Treasury 0.38 0.38 0.38 0.000 0.000 1 94434161-2 RDA 02 PRIN2 First American Treasury 0.59 0.59 0.59 0.000 0.000 1 107886011-2 RDA 06 B PRI First American Treasury 0.04 0.04 0.04 0.000 0.000 1 107886008-2 RDA 06 CIPA2 First American Treasury 0.00 0.00 0.00 0.000 0.000 1 107886001 RDA 06 PRIN First American Treasury 07/01/2015 0.30 0.30 0.30 0.000 0.000 1 107886000-2 RDA 06A INT2 First American Treasury 0.17 0.17 0.17 0.000 0.000 1 107886018-3 RDA 06B CIP3 First American Treasury 0.00 0.00 0.00 0.000 0.000 1 107886010-2 RDA 06B INT2 First American Treasury 0.04 0.04 0.04 0.000 0.000 1 107886016-2 RDA 06B RES2 First American Treasury 202,119.03 202,119.03 202,119.03 0.010 0.010 0.010 1 107886030-2 RDA 07 CAPI2 First American Treasury 07/01/2015 0.00 0.00 0.00 0.000 0.000 1 107886027-2 RDA 07 ESC2 First American Treasury 07/01/2015 0.00 0.00 0.00 0.000 0.000 1 107886020-2 RDA 07 INT2 First American Treasury 0.26 0.26 0.26 0.000 0.000 1 107886021-2 RDA 07 PRINC First American Treasury 0.21 0.21 0.21 0.000 0.000 1 107886028-2 RDA 07 PROJ2 First American Treasury 209,705.17 209,705.17 209,705.17 0.010 0.010 0.010 1 107886026-2 RDA 07 RES2 First American Treasury 1,104,103.30 1,104,103.30 1,104,103.30 0.010 0.010 0.010 1 136343006 RDA 10 RSRV1 First American Treasury 1,263,938.79 1,263,938.79 1,263,938.79 0.010 0.010 0.010 1 136343008 RDA 10A Cl P2 First American Treasury 19,953.11 19,953.11 19,953.11 0.010 0.010 0.010 1 136343001-2 RDA 10A-INT1 First American Treasury 0.23 0.23 0.23 0.000 0.000 1 136343018-2 RDA 10B CIP2 First American Treasury 5,187,312.27 5,187,312.27 5,187,312.27 0.010 0.010 0.010 1 136343000-1 RDA 1013-INT1 First American Treasury 158,104.02 158,104.02 158,104.02 0.010 0.010 0.010 1 94432360-2 TCSD COP INT First American Treasury 07/01/2015 0.00 0.00 0.00 0.000 0.000 1 104348006-5 01-2 RESA11 Federated Tax Free Obligations 440,394.72 440,394.72 440,394.72 0.010 0.010 0.010 1 104348016-5 01-2 RES1311 Federated Tax Free Obligations 188,611.85 188,611.85 188,611.85 0.010 0.010 0.010 1 104348000-5 01-2 SPTAX11 Federated Tax Free Obligations 266,301.01 266,301.01 266,301.01 0.010 0.010 0.010 1 94669921-5 03-01 ACQ11 Federated Tax Free Obligations 1,754,082.10 1,754,082.10 1,754,082.10 0.010 0.010 0.010 1 94669911-5 03-01 ACQA11 Federated Tax Free Obligations 144.54 144.54 144.54 0.010 0.010 0.010 1 94669922-5 03-01 COI Federated Tax Free Obligations 07/01/2015 0.00 0.00 0.00 0.001 0.001 0.001 1 94669917-5 03-01 RES Federated Tax Free Obligations 07/01/2015 0.02 0.02 0.02 0.000 0.000 1 94669906-5 03-01 RESA11 Federated Tax Free Obligations 0.00 0.00 0.00 0.001 0.001 0.001 1 94669916-5 03-01 RESB11 Federated Tax Free Obligations 147,752.42 147,752.42 147,752.42 0.010 0.010 0.010 1 94669000-5 03-01 SPTAX11 Federated Tax Free Obligations 236,960.98 236,960.98 236,960.98 0.010 0.010 0.010 1 164741009-5 03-03 COI Federated Tax Free Obligations 07/01/2015 0.00 0.00 0.00 0.001 0.001 0.001 1 164741008-5 03-03 IMP Federated Tax Free Obligations 546,984.89 546,984.89 546,984.89 0.010 0.010 0.010 1 164741006-5 03-03 RES Federated Tax Free Obligations 388.92 388.92 388.92 0.010 0.010 0.010 1 Portfolio TEME CP Run Date:04/26/2016-11:31 PM(PRF_PM2)7.3.0 City of Temecula, California Portfolio Management Page 3 Portfolio Details - Investments March 31, 2016 Average Purchase Stated YTM YTM Days to Maturity CUSIP Investment# Issuer Balance Date Par Value Market Value Book Value Rate 360 365 Maturity Date Managed Pool Accounts 164741000-5 03-03 SPEC Federated Tax Free Obligations 564,451.36 564,451.36 564,451.36 0.010 0.010 0.010 1 164742009-5 03-06 COI Federated Tax Free Obligations 0.00 0.00 0.00 0.001 0.001 0.001 1 164742006-5 03-06 RES Federated Tax Free Obligations 07/01/2015 0.00 0.00 0.00 0.000 0.000 1 786776006-5 03-06 RES 11 Federated Tax Free Obligations 0.00 0.00 0.00 0.001 0.001 0.001 1 164742000-5 03-06 SPEC Federated Tax Free Obligations 85,576.30 85,576.30 85,576.30 0.010 0.010 0.010 1 786776000-5 03-06SPTAX11 Federated Tax Free Obligations 0.00 0.00 0.00 0.001 0.001 0.001 1 94669902-5 03-1 bond id Federated Tax Free Obligations 07/01/2015 0.00 0.00 0.00 0.000 0.000 1 793593011-5 03-2 ACQ11 Federated Tax Free Obligations 221,330.26 221,330.26 221,330.26 0.010 0.010 0.010 1 793593009-5 03-2 EMWD11 Federated Tax Free Obligations 1,098.23 1,098.23 1,098.23 0.010 0.010 0.010 1 793593016-5 03-2 LOC11 Federated Tax Free Obligations 142,066.10 142,066.10 142,066.10 0.010 0.010 0.010 1 793593010-5 03-2 PWADM11 Federated Tax Free Obligations 0.00 0.00 0.00 0.010 0.010 0.010 1 793593006-5 03-2 RES11 Federated Tax Free Obligations 0.00 0.00 0.00 0.010 0.010 0.010 1 793593000-5 03-2 SPTX Federated Tax Free Obligations 712,085.92 712,085.92 712,085.92 0.010 0.010 0.010 1 793593007-5 03-2-IMPR11 Federated Tax Free Obligations 1,144.91 1,144.91 1,144.91 0.010 0.010 0.010 1 744727006-5 03-3 RES11 Federated Tax Free Obligations 0.00 0.00 0.00 0.001 0.001 0.001 1 744727011-5 03-3ACQ11 Federated Tax Free Obligations 0.00 0.00 0.00 0.001 0.001 0.001 1 94686001-5 03-4 ADMIN11 Federated Tax Free Obligations 507.61 507.61 507.61 0.010 0.010 0.010 1 94686005-5 03-4 PREP11 Federated Tax Free Obligations 07/01/2015 0.00 0.00 0.00 0.000 0.000 1 94686000-5 03-4 RED11 Federated Tax Free Obligations 57,227.38 57,227.38 57,227.38 0.010 0.010 0.010 1 94686006-5 03-4 RES11 Federated Tax Free Obligations 65,501.07 65,501.07 65,501.07 0.010 0.010 0.010 1 744727000-5 03-SSPTAX11 Federated Tax Free Obligations 0.00 0.00 0.00 0.001 0.001 0.001 1 146161000-5 146161000-5 Federated Tax Free Obligations 07/01/2015 1.04 1.04 1.04 0.010 0.010 0.010 1 146161001-5 146161001-5 Federated Tax Free Obligations 0.24 0.24 0.24 0.000 0.000 1 146161008-5 RDA 11ACIP11 Federated Tax Free Obligations 7,273,626.15 7,273,626.15 7,273,626.15 0.010 0.010 0.010 1 146161009-5 RDA 11ACOI11 Federated Tax Free Obligations 07/01/2015 0.00 0.00 0.00 0.020 0.020 0.020 1 146161006-5 RDA 11RSRV11 Federated Tax Free Obligations 1,308,124.82 1,308,124.82 1,308,124.82 0.010 0.010 0.010 1 94432363 02001 Financial Security Assurance 07/01/2015 0.00 0.00 0.00 0.000 0.000 1 793593011-1 03-2-1 ACQUI CA Local Agency Investment Fun 11,459,950.48 11,459,950.48 11,459,950.48 0.506 0.499 0.506 1 793593009-1 03-2-1 EMWD CA Local Agency Investment Fun 0.00 0.00 0.00 0.506 0.499 0.506 1 793593007-1 03-2-1 IMPRO CA Local Agency Investment Fun 0.00 0.00 0.00 0.506 0.499 0.506 1 793593010-1 03-2-1 PW AD CA Local Agency Investment Fun 0.00 0.00 0.00 0.506 0.499 0.506 1 793593006-3 03-2-3 RESER CA Local Agency Investment Fun 3,516,904.10 3,516,904.10 3,516,904.10 0.506 0.499 0.506 1 122216008 CITY COP CIP CA Local Agency Investment Fun 0.00 0.00 0.00 0.506 0.499 0.506 1 122216003-1 CITY COP RE1 CA Local Agency Investment Fun 0.00 0.00 0.00 0.506 0.499 0.506 1 107886008-1 RDA 06 CIP-1 CA Local Agency Investment Fun 0.00 0.00 0.00 0.506 0.499 0.506 1 107886018-2 RDA 06 CIP-2 CA Local Agency Investment Fun 0.00 0.00 0.00 0.506 0.499 0.506 1 Portfolio TEME CP Run Date:04/26/2016-11:31 PM(PRF_PM2)7.3.0 City of Temecula, California Portfolio Management Page 4 Portfolio Details - Investments March 31, 2016 Average Purchase Stated YTM YTM Days to Maturity CUSIP Investment# Issuer Balance Date Par Value Market Value Book Value Rate 360 365 Maturity Date Managed Pool Accounts 107886030-1 RDA 07 CAP-1 CA Local Agency Investment Fun 0.00 0.00 0.00 0.506 0.499 0.506 1 107886027-1 RDA 07 ESC-1 CA Local Agency Investment Fun 0.00 0.00 0.00 0.506 0.499 0.506 1 107886028-1 RDA 07 PRO-1 CA Local Agency Investment Fun 0.00 0.00 0.00 0.506 0.499 0.506 1 107886026-1 RDA 07 RES-1 CA Local Agency Investment Fun 0.00 0.00 0.00 0.506 0.499 0.506 1 107886006 RDA 06 RES A MBIA Surety Bond 1.00 1.00 1.00 0.000 0.000 1 94434166 RDA TABs RES MBIA Surety Bond 1.00 1.00 1.00 0.000 0.000 1 94669905-0 03-01 REF USBANK 07/01/2015 0.00 0.00 0.00 0.000 0.000 1 744727099-0 03-03 REF USBANK 07/01/2015 0.00 0.00 0.00 0.000 0.000 1 786776099-0 03-06 REF USBANK 07/01/2015 0.00 0.00 0.00 0.000 0.000 1 SYS95453516-1 95453516-1 USBANK 07/01/2015 0.00 0.00 0.00 0.000 0.000 1 Subtotal and Average 37,127,051.85 37,144,336.03 37,144,336.03 37,144,336.03 0.207 0.210 1 Retention Escrow Account 194012308-16 RJ NOBLE Bank of Sacramento 0.00 0.00 0.00 0.000 0.000 1 ARMY CORPS Army Corps Union Bank 600,443.85 600,443.85 600,443.85 0.000 0.000 1 SYSPI aza Prtnr PI aza Prtnr Wells Fargo Bank 0.00 0.00 0.00 0.000 0.000 1 PORTOLA TRRC Portola Trrc Wells Fargo Bank 0.00 0.00 0.00 0.000 0.000 1 39211000 Summerhouse Wells Fargo Bank 07/01/2015 0.00 0.00 0.00 0.000 0.000 1 Subtotal and Average 600,434.59 600,443.85 600,443.85 600,443.85 0.000 0.000 1 Letter of Credit 104348006-1 02008 ASSURANCE CO BOND INSURANCE 07/01/2015 1.00 1.00 1.00 0.000 0.000 1 Subtotal and Average 1.00 1.00 1.00 1.00 0.000 0.000 1 Local Agency Investment Funds 94669917-1 03-01-1 RES CA Local Agency Investment Fun 771,550.16 771,550.16 771,550.16 0.506 0.499 0.506 1 164742006-1 03-06 RES-1 CA Local Agency Investment Fun 308,620.06 308,620.06 308,620.06 0.506 0.499 0.506 1 94669911-1 03-1 ACQ A2 CA Local Agency Investment Fun 0.00 0.00 0.00 0.506 0.499 0.506 1 94669921-1 03-1 ACQ B2 CA Local Agency Investment Fun 0.00 0.00 0.00 0.506 0.499 0.506 1 744727011-1 03-3 ACQ 2 CA Local Agency Investment Fun 0.00 0.00 0.00 0.506 0.499 0.506 1 744727007-1 03-3 CITY 2 CA Local Agency Investment Fun 0.00 0.00 0.00 0.506 0.499 0.506 1 786776007-1 03-6 IMP 1 CA Local Agency Investment Fun 0.00 0.00 0.00 0.506 0.499 0.506 1 164741006-1 0303-1 RES CA Local Agency Investment Fun 1,430,141.36 1,430,141.36 1,430,141.36 0.506 0.499 0.506 1 SYSCITY CITY CA Local Agency Investment Fun 2,733,017.32 2,733,621.48 2,733,017.32 0.506 0.499 0.506 1 SYSRDA RDA CA Local Agency Investment Fun 1,755.57 1,755.96 1,755.57 0.506 0.499 0.506 1 SYSRDA 10 DS 2 RDA 10 DS 2 CA Local Agency Investment Fun 0.00 0.00 0.00 0.506 0.499 0.506 1 Portfolio TEME CP Run Date:04/26/2016-11:31 PM(PRF_PM2)7.3.0 City of Temecula, California Portfolio Management Page 5 Portfolio Details - Investments March 31, 2016 Average Purchase Stated YTM YTM Days to Maturity CUSIP Investment# Issuer Balance Date Par Value Market Value Book Value Rate 360 365 Maturity Date Local Agency Investment Funds SYSRDA 10A CIP1 RDA 10A CIP1 CA Local Agency Investment Fun 0.00 0.00 0.00 0.506 0.499 0.506 1 136343018-1 RDA 10B CIP1 CA Local Agency Investment Fun 0.00 0.00 0.00 0.506 0.499 0.506 1 SYSTCSD TCSD CA Local Agency Investment Fun 26,249,257.64 26,255,060.30 26,249,257.64 0.506 0.499 0.506 1 Subtotal and Average 37,526,600.17 31,494,342.11 31,500,749.32 31,494,342.11 0.499 0.506 1 Federal Agency Callable Securities 313OA3RY2 01201 Federal Home Loan Bank 12/30/2014 1,000,000.00 1,000,430.00 1,000,000.00 1.150 1.130 1.146 637 12/29/2017 313OA4G89 01207 Federal Home Loan Bank 03/24/2015 1,000,000.00 1,008,420.00 1,000,000.00 1.650 1.627 1.650 1,271 09/24/2019 313OA6BY2 01212 Federal Home Loan Bank 08/26/2015 1,000,000.00 1,000,500.00 1,000,000.00 1.250 1.233 1.250 999 12/26/2018 313OA6YN1 01215 Federal Home Loan Bank 01/27/2016 1,000,000.00 1,005,420.00 1,000,000.00 1.700 1.677 1.700 1,396 01/27/2020 3134G5JJ5 01198 Federal Home Loan Mtg Corp 09/29/2014 1,000,000.00 1,003,170.00 1,000,000.00 1.100 1.085 1.100 546 09/29/2017 3134G6Z97 01209 Federal Home Loan Mtg Corp 05/27/2015 1,000,000.00 1,000,270.00 1,000,000.00 1.250 1.230 1.247 878 08/27/2018 3134G67C1 01210 Federal Home Loan Mtg Corp 06/22/2015 1,000,000.00 1,000,980.00 1,000,000.00 1.200 1.184 1.200 812 06/22/2018 3134G8QB8 01219 Federal Home Loan Mtg Corp 03/29/2016 1,000,000.00 1,001,470.00 1,000,000.00 1.270 1.253 1.270 1,092 03/29/2019 3134G8PP8 01220 Federal Home Loan Mtg Corp 03/30/2016 1,000,000.00 999,440.00 1,000,000.00 1.500 1.486 1.506 1,643 09/30/2020 3136G2CE5 01203 Federal National Mtg Assn 01/30/2015 1,000,000.00 1,006,040.00 1,000,000.00 1.550 1.529 1.550 1,034 01/30/2019 3136G2D87 01204 Federal National Mtg Assn 02/13/2015 1,000,000.00 1,001,790.00 1,000,000.00 1.000 0.986 1.000 683 02/13/2018 3136G2EC7 01205 Federal National Mtg Assn 02/27/2015 1,000,000.00 1,001,260.00 1,000,000.00 1.300 1.282 1.300 1,062 02/27/2019 3136G2JY4 01208 Federal National Mtg Assn 05/27/2015 1,000,000.00 1,001,460.00 1,000,000.00 1.375 1.356 1.375 1,000 12/27/2018 3136G2UA3 01213 Federal National Mtg Assn 11/30/2015 1,000,000.00 1,001,940.00 1,000,000.00 1.350 1.332 1.350 973 11/30/2018 3136G2UN5 01214 Federal National Mtg Assn 11/30/2015 1,000,000.00 1,003,480.00 1,000,000.00 1.500 1.479 1.500 1,154 05/30/2019 3136G2WTO 01216 Federal National Mtg Assn 01/27/2016 1,000,000.00 1,001,600.00 1,000,000.00 1.450 1.430 1.450 1,396 01/27/2020 3136G2XH5 01217 Federal National Mtg Assn 02/24/2016 1,000,000.00 1,000,530.00 1,000,000.00 1.400 1.381 1.400 1,424 02/24/2020 3136G3CL7 01218 Federal National Mtg Assn 03/24/2016 1,000,000.00 1,001,440.00 1,000,000.00 1.420 1.401 1.420 1,637 09/24/2020 Subtotal and Average 15,419,354.84 18,000,000.00 18,039,640.00 18,000,000.00 1.338 1.356 1,091 Federal Agency Bullet Securities 31331KE55 01175 Federal Farm Credit Bank 10/06/2011 1,000,000.00 1,005,250.00 1,000,000.00 1.300 1.282 1.300 188 10/06/2016 3133EDNDO 01196 Federal Farm Credit Bank 06/11/2014 1,000,000.00 1,007,570.00 1,000,000.00 1.200 1.179 1.195 650 01/11/2018 3133EEHU7 01202 Federal Farm Credit Bank 01/14/2015 1,000,000.00 1,011,940.00 1,000,000.00 1.410 1.391 1.410 1,018 01/14/2019 313381DZ5 01193 Federal Home Loan Bank 11/28/2012 1,000,000.00 1,000,350.00 1,000,000.00 0.550 0.542 0.550 270 12/27/2016 313OA4AJ1 01206 Federal Home Loan Bank 02/27/2015 1,000,000.00 1,004,460.00 1,000,000.00 1.140 1.124 1.140 697 02/27/2018 313OA5MH9 01211 Federal Home Loan Bank 06/26/2015 1,000,000.00 1,013,310.00 1,000,000.00 1.360 1.341 1.360 999 12/26/2018 3135GOPQO 01194 Federal National Mtg Assn 11/26/2013 1,000,000.00 1,001,880.00 993,680.00 0.875 1.026 1.040 573 10/26/2017 Subtotal and Average 7,864,647.74 7,000,000.00 7,044,760.00 6,993,680.00 1.127 1.142 628 Portfolio TEME CP Run Date:04/26/2016-11:31 PM(PRF_PM2)7.3.0 City of Temecula, California Portfolio Management Page 6 Portfolio Details - Investments March 31, 2016 Average Purchase Stated YTM YTM Days to CUSIP Investment# Issuer Balance Date Par Value Market Value Book Value Rate 360 365 Maturity Total and Average 100,472,753.46 94,239,122.99 94,329,930.20 94,232,802.99 0.588 0.596 256 Portfolio TEME CP Run Date:04/26/2016-11:31 PM(PRF_PM2)7.3.0 City of Temecula, California Portfolio Management Page 7 Portfolio Details - Cash March 31, 2016 Average Purchase Stated YTM YTM Days to CUSIP Investment# Issuer Balance Date Par Value Market Value Book Value Rate 360 365 Maturity Retention Escrow Account 23303800 PCL CONST Wells Fargo Bank 07/01/2015 0.00 0.00 0.00 0.000 0.000 1 Passbook/Checking Accounts SYSPetty Cash Petty Cash City of Temecula 07/01/2015 3,110.00 3,110.00 3,110.00 0.000 0.000 1 SYSGen Ck Acct Gen Ck Acct Union Bank of California 3,740,725.27 3,740,725.27 3,740,725.27 0.000 0.000 1 SYSParking Ck PARKING Cl TA Union Bank of California 07/01/2015 9,261.50 9,261.50 9,261.50 0.000 0.000 1 Average Balance 0.00 1 Total Cash and Investments 100,472,753.46 97,992,219.76 98,083,026.97 97,985,899.76 0.588 0.596 256 Portfolio TEME CP Run Date:04/26/2016-11:31 PM(PRF_PM2)7.3.0 Cash and Investments Report CITY OF TEMECULA Through March 2016 Fund# Fund Name Beainnina Balance Receipts Disbursements Fund Total 001 GENERAL FUND $ 27,574,334.28 $ 9,401,665.27 $12,685,931.54 $ 24,290,068.01 100 STATE GAS TAX FUND 173,655.88 378,486.60 551,798.10 344.38 120 DEVELOPMENT IMPACT FUND 5,864,522.71 3,660.13 - 5,868,182.84 125 PEG PUBLIC EDUCATION&GOVERNMENT 38,672.68 40,567.51 - 79,240.19 135 BUSINESS INCUBATOR RESOURCE 39,453.84 48,893.63 41,381.62 46,965.85 140 COMMUNITY DEV BLOCK GRANT - 21,190.78 21,190.78 - 145 TEMECULA ENERGY EFFICIENCY ASSET TEAM 224,024.84 139.82 - 224,164.66 150 AB 2766 FUND 591,488.27 31,281.96 3,409.80 619,360.43 160 SUPPLEMENTAL LAW ENFORCEMENT SERVICES 16,667.27 8,348.93 25,000.60 15.60 161 LARRY ROBINSON REWARD 25,304.19 15.79 - 25,319.98 165 AFFORDABLE HOUSING 369,376.70 522.76 19,105.21 350,794.25 170 MEASURE A FUND 4,817,648.68 234,318.31 17,200.00 5,034,766.99 190 TEMECULA COMMUNITY SERVICES DISTRICT 1,504,041.01 1,385,766.02 741,044.62 2,148,762.41 192 TCSD SERVICE LEVEL"B"STREET LIGHTS 160,244.22 50.63 79,611.91 80,682.94 194 TCSD SERVICE LEVEL"D"REFUSE/RECYCLING 524,245.91 6,959.65 10,701.84 520,503.72 195 TCSD SERVICE LEVEL"R"STREET/ROAD MAINT 22,290.09 13.91 - 22,304.00 196 TCSD SERVICE LEVEL"L"LAKE PARK MAINT. 299,685.49 169.13 29,569.26 270,285.36 197 TEMECULA LIBRARY FUND 235,853.37 169,277.65 34,450.61 370,680.41 198 PUBLIC ART 7,638.83 4.77 - 7,643.60 210 CAPITAL IMPROVEMENT PROJECT FUND 11,927,227.92 407,574.72 784,495.65 11,550,306.99 273 CFD 03-1 CROWNE HILL IMPROVEMENT FUND 1,754,212.75 13.89 - 1,754,226.64 275 CFD 03-3 WOLF CREEK IMPROVEMENT FUND 546,980.56 4.33 - 546,984.89 277 CFD-RORIPAUGH 11,844,552.26 101.96 503.50 11,844,150.72 300 INSURANCE FUND 166,427.97 59.98 75,188.03 91,299.92 305 WORKER'S COMPENSATION 306,446.92 62,690.57 1,100.00 368,037.49 310 VEHICLES AND EQUIPMENT FUND 1,576,089.85 983.66 - 1,577,073.51 320 INFORMATION TECHNOLOGY 442,192.44 233.92 194,345.60 248,080.76 325 TECHNOLOGY REPLACEMENT FUND 260,400.05 139.11 37,514.10 223,025.06 330 CENTRAL SERVICES 406,760.03 235.05 39,607.73 367,387.35 340 FACILITIES 371,537.58 18,753.60 120,841.86 269,449.32 380 SARDA DEBT SERVICE FUND 16,767,673.63 106.92 - 16,767,780.55 381 REDEVELOPMEN PROPERTY TAX TRUST 341,205.61 238.41 341,444.02 460 CFD 88-12 DEBT SERVICE FUND 88,943.44 55.51 - 88,998.95 472 CFD 01-2 HARVESTON A&B DEBT SERVICE 1,308,957.85 9,814.96 327,910.91 990,861.90 473 CFD 03-1 CROWNE HILL DEBT SERVICE FUND 1,559,821.39 9,565.59 257,053.38 1,312,333.60 474 AD 03-4 JOHN WARNER ROAD DEBT SERVICE 141,909.14 5,383.58 17,840.01 129,452.71 475 CFD 03-3 WOLF CREEK DEBT SERVICE FUND 2,929,887.31 10,092.13 516,344.59 2,423,634.85 476 CFD 03-6 HARVESTON 2 DEBT SERVICE FUND 508,179.20 5,113.95 79,780.13 433,513.02 477 CFD 03-02 RORIPAUGH DEBT SERVICE FUND 6,888,456.17 3,700.06 1,186,635.85 5,705,520.38 501 SERVICE LEVEL"C"ZONE 1 SADDLEWOOD 16,409.89 7.34 4,837.93 11,579.30 502 SERVICE LEVEL"C"ZONE 2 WINCHESTER CREEK 68,192.20 40.54 3,353.72 64,879.02 503 SERVICE LEVEL"C"ZONE 3 RANCHO HIGHLANDS 22,524.15 10.70 5,523.50 17,011.35 504 SERVICE LEVEL"C"ZONE 4 THE VINEYARDS 3,422.39 1.72 685.18 2,738.93 505 SERVICE LEVEL"C"ZONE 5 SIGNET SERIES 16,761.86 8.35 3,680.04 13,090.17 506 SERVICE LEVEL"C"ZONE 6 WOODCREST COUNTRY 29,752.46 17.42 1,896.76 27,873.12 507 SERVICE LEVEL"C"ZONE 7 RIDGEVIEW 6,952.29 3.06 2,123.81 4,831.54 508 SERVICE LEVEL"C"ZONE 8 VILLAGE GROVE 62,813.72 30.59 14,295.26 48,549.05 509 SERVICE LEVEL"C"ZONE 9 RANCHO SOLANA 20,424.87 12.62 204.13 20,233.36 510 SERVICE LEVEL"C"ZONE 10 MARTINIQUE 7,599.68 4.16 963.09 6,640.75 511 SERVICE LEVEL"C"ZONE 11 MEADOWVIEW 2,011.33 1.16 168.10 1,844.39 512 SERVICE LEVEL"C"ZONE 12 VINTAGE HILLS 54,935.47 28.33 9,870.41 45,093.39 513 SERVICE LEVEL"C"ZONE 13 PRESLEY DEVELOP 15,559.93 6.23 5,646.98 9,919.18 514 SERVICE LEVEL"C"ZONE 14 MORRISON HOMES 5,930.21 2.82 1,449.16 4,483.87 515 SERVICE LEVEL"C"ZONE 15 BARCLAY ESTATES 3,507.38 1.45 1,219.17 2,289.66 516 SERVICE LEVEL"C"ZONE 16 TRADEWINDS 69,381.82 17.63 41,223.52 28,175.93 517 SERVICE LEVEL"C"ZONE 17 MONTE VISTA 1,089.22 0.55 220.61 869.16 518 SERVICE LEVEL"C"ZONE 18 TEMEKU HILLS 42,787.71 20.67 9,974.44 32,833.94 519 SERVICE LEVEL"C"ZONE 19 CHANTEMAR 91,647.40 54.51 4,465.18 87,236.73 520 SERVICE LEVEL"C"ZONE 20 CROWNE HILL 133,582.27 68.69 23,970.44 109,680.52 521 SERVICE LEVEL"C"ZONE 21 VAIL RANCH 138,607.22 63.82 37,114.85 101,556.19 522 SERVICE LEVEL"C"ZONE 22 SUTTON PLACE 1,763.55 0.84 442.88 1,321.51 523 SERVICE LEVEL"C"ZONE 23 PHEASENT RUN 12,908.36 6.45 2,587.18 10,327.63 524 SERVICE LEVEL"C"ZONE 24 HARVESTON 70,267.47 29.88 22,825.18 47,472.17 525 SERVICE LEVEL"C"ZONE 25 SERENA HILLS 56,157.80 23.77 18,210.80 37,970.77 526 SERVICE LEVEL"C"ZONE 26 GALLERYTRADITION 2,001.81 1.12 211.50 1,791.43 527 SERVICE LEVEL"C"ZONE 27 AVONDALE 6,201.31 3.45 700.82 5,503.94 528 SERVICE LEVEL"C"ZONE 28 WOLF CREEK 328,320.42 193.09 19,559.15 308,954.36 529 SERVICE LEVEL"C"ZONE 29 GALLERY PORTRAIT 1,147.46 0.56 310.17 837.85 530 SERVICE LEVEL"C"ZONE 30 FUTURE ZONES 33,768.43 21.08 - 33,789.51 Grand Total: $ 103,953,440.41 $12,266,877.75 $18,137,291.19 $ 98,083,026.97 Journal Entries completed after February's Treasurer's Report was issued are reflected in the Receipts/Disbursements columns. Item No . 5 Approvals City Attorney A� Finance Director City Manager (Sr CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Greg Butler, Assistant City Manager DATE: May 10, 2016 SUBJECT: Approve a Solar Power Purchase Agreement for the Purchase of Electrical Power for Various City Facilities from a Proposed Solar Power Generating Facility to be Constructed on a Portion of the Santa Margarita Ecological Reserve PREPARED BY: Peter M. Thorson, City Attorney RECOMMENDATION: That the City Council adopt a resolution entitled: RESOLUTION NO. 16- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING A SOLAR POWER PURCHASE AGREEMENT WITH SMER RESEARCH 1, LLC, ALONG WITH A RELATED SUBLEASE AGREEMENT AND LICENSE AGREEMENT BETWEEN THE CITY AND SMER RESEARCH 1, LLC AND AN INTERCONNECTION AGREEMENT BETWEEN THE CITY AND SOUTHERN CALIFORNIA EDISON COMPANY AND FIND THE CITY'S ACTION EXEMPT FROM CEQA BACKGROUND: The proposed agreements would enable to the City to purchase electrical power for various City facilities from the solar power generating facility to be constructed on land in the Santa Margarita Ecological Reserve. The cost of the electricity from this solar power generating facility to the City will initially be approximately 10% less than the cost of electricity available to the City from Southern California Edison Company. As electricity rates increase over time the savings to the City will increase correspondingly. The solar power generating facility would be constructed by SMER Research 1, LLC, under a ground lease with San Diego State University, the owner of the Santa Margarita Ecological Reserve for the land known as the "Santa Margarita Ecological Reserve SOLAR Initiative Research Site." Electricity will be generated by the collection of sunlight onto an array of photovoltaic cells on the ground. Sufficient electricity will be generated to serve several of the City of Temecula's facilities as well as facilities for another governmental entity. The photovoltaic cells are similar to those now being used in home solar energy systems. The project is being constructed in coordination with Southern California Edison Company in accordance with programs established by the California Public Utilities Commission. In addition to the public benefits of lower electricity rates and obtaining electricity from a renewable source of power, SMER Research 1 and San Diego State University have agreed to conduct substantial academic research projects at the solar power generating facility site that will study solar radiation, solar energy, soils, and other meteorological and geotechnical data as well as habitat and habitat restoration. The City's role in this Project is only as a purchaser of electricity. SMER Research 1 will design the Project, obtain all required permits through the California Public Utilities Commission and construct the Project at its sole cost and expense. SMER Research 1 and San Diego State University entered into a Ground Lease on October 21, 2014 for the use of the Site for the Project. Solar Power Purchase Agreement The City and SMER Research 1 will enter into a Solar Power Purchase Agreement. Under the Solar Power Purchase Agreement, the City agrees to purchase electricity for various City facilities that is generated by the Solar Generating Facility for the term of the Solar Power Purchase Agreement. The term will be 20 years from the operation date of the Solar Generation Facility and may be extended for an additional five years by the City. The price of electricity for the City will be fixed during the term. The price is guaranteed initially to be 10% less than the cost of electricity from Southern California Edison Company. As electricity rates increase over time the savings to the City will increase correspondingly. The City will be able to terminate the Solar Power Purchase Agreement before the end of the term in the event of a breach of the Agreement by SMER Research 1 that is not properly cured. The City will not, however, be allowed to terminate the Agreement for its convenience unless it pays a termination fee. The termination fee is $6,764,024 if the Agreement is terminated for convenience during the first year and is reduced each year during the term if the Agreement. A diminishing fee for termination for convenience is necessary because the construction of the Solar Generating Facility is being financed through the anticipated revenue from electricity sales to the City of Temecula. The Solar Power Purchase Agreement provides for the installation of metering devices and interconnection facilities/devices with Southern California Edison's electrical distribution system. The costs of installing the meters and interconnection facilities will be paid by SMER Research 1. SMER Research 1 shall maintain the insurance required by its Ground Lease with San Diego State University and name the City of Temecula as an Additional Insured. The insurance will be in the amount of $2 million general liability with $15 million excess insurance with updated limits as required. The City will own the "Green Attributes" and "Retain Environmental Financial Incentives." These are various types of financial and tax incentives. These may not have much value for the City at the present time, but could be valuable in the future as the alternative energy industry develops and a potential market for the sale of these incentives develops. Sublease and License Agreement On October 21, 2014, SMER Research 1 and San Diego State University entered into a Ground Lease for the Santa Margarita Ecological Reserve SOLAR Initiative Research Site. SMER Research 1 will sublease the Site to the City and the City and SMER Research 1 will enter into a License Agreement allowing SMER Research 1 to use the Site for the Solar Power Generating Facility. Under the Sublease and License Agreement, SMER Research 1 shall be required at its sole cost and expense to use and maintain the Site in accordance with the Ground Lease at all times. The use of the Sublease and License Agreement will enable SMER Research 1 to maximize its ability to obtain tax credits and energy incentives under the alternative energy programs under Federal law and California Public Utilities Commission programs, specifically the Renewable Energy Self-Generation Bill Credit Transfer Program ("RES-BCT") approved by AB 2466 in 2008. Under RES-BCT, the generation system site must be owned, operated, or on property under the control of the local government that is seeking to benefit from the program and must be located within the boundaries of the local agency. By utilizing this program, SMER Research 1, LLC will enable to provide solar electricity to the City at rates below those of SCE. Interconnection Agreement with Southern California Edison Company The City will need to enter into an Interconnection Agreement with Southern California Edison Company. The Interconnection Agreement governs the distribution of electricity from the Solar Generating Facility at Santa Margarita Ecological Reserve SOLAR Initiative Research Site to the SCE lines and to the various City facilities that will use the electricity. The Interconnection Agreement implements the requirements of California Public Utilities Commission Electric Rule 21. In the Solar Power Purchase Agreement, SMER Research 1 has agreed to pay all of the costs of the City's compliance with the Interconnection Agreement including the construction and installation of the interconnection facilities and meters. FISCAL IMPACT: There is no cost to the City to enter into the agreements. The City will realize a savings in electrical energy costs by purchasing electricity generated by the Solar Generating Facility. All costs related to the Solar Generating Facility and the interconnection facilities to get the electricity from the Solar Generating Facility to the various City facilities will be paid by SMER Research 1. ATTACHMENTS: 1. Resolution approving the Agreements 2. Solar Power Purchase Agreement 3. Interconnection Agreement 4. Sublease and License Agreement RESOLUTION NO. 16- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING A SOLAR POWER PURCHASE AGREEMENT WITH SMER RESEARCH I, LLC, ALONG WITH A RELATED SUBLEASE AGREEMENT AND LICENSE AGREEMENT BETWEEN THE CITY AND SMER RESEARCH I, LLC AND AN INTERCONNECTION AGREEMENT BETWEEN THE CITY AND SOUTHERN CALIFORNIA EDISON COMPANY AND FIND THE CITY'S ACTION EXEMPT FROM CEQA THE CITY COUNCIL OF THE CITY OF TEMECULA DOES HEREBY RESOLVE AS FOLLOWS: 1. Recitals. The City Council finds, determines and declares that: A. SMER Research 1, LLC, desires to install an electricity grid-connected photovoltaic solar power plant on a portion of the Santa Margarita Ecological Reserve owned by San Diego State University. B. The solar power plant would have a generating capacity of approximately 2,250 kWp of electricity with portions sold to the City and other electrical customers. C. SMER Research I and San Diego State University would also engage in research at Santa Margarita Ecological Reserve that would benefit future renewable energy development and habitat restoration in Riverside County. D. In accordance with the California Environmental Quality Act (CEQA), the City's approval of the proposed Power Purchase Agreement, Sublease, License Agreement and Interconnection Agreement is exempt from CEQA and further environmental review and a Notice of Exemption will be filed in compliance with CEQA under Section 15061(b)(3) of the CEQA Guidelines. The proposed agreements only provide for the purchase of electricity by the City of Temecula from SMER Research 1, LLC. The City is not approving any facilities for the generation of electricity and is not participating in the construction of any structures or facilities for the generation of electricity. The City is only approving the purchase of electricity. The Sublease and License Agreement with respect to the to the solar generating site are only pass- throughs of the obligations of and benefits to SMER Research 1 of the existing Ground Lease between SMER Research I and San Diego State University dated October 21, 2014 and do not provide for any new or modified structures or facilities or new or modified uses beyond those designated in the Ground Lease. As such, there is no possibility that the proposed amendments will have a significant effect on the environment. E. In order to implement the City's purchase of electricity from the solar power generating plant, the City will need to enter into several agreements that will be approved by this Resolution. 2. Approval of Solar Power Purchase Agreement. The City Council hereby approves that certain agreement entitled "Solar Power Purchase Agreement" between the City and SMER Research 1, LLC, and authorizes the Mayor to execute the Agreement on behalf of the City in the form presented to the City Council with such non- substantive changes as may be approved by the City Attorney as necessary and convenient to implement the purposes of the Agreement. 3. Approval of Sublease Agreement for Solar Power Plant Site. The City Council hereby approves the "Sublease Agreement" between the City and SMER Research 1, LLC, on City Controlled Real Property, Located at the Santa Margarita Ecological Research Reserve Solar Initiative Research Site, Riverside County California" and authorizes and directs the City Manager to enter into and execute this Agreement on behalf of the City with such changes as may be approved by the City Attorney as necessary and convenient to implement the purposes of the Agreement. 4. Approval of License Agreement for Solar Power Plant Site. The City Council hereby approves the "License Agreement by and between SMER Research 1, LLC, and the City of Temecula on City Controlled Real Property, Located at the Santa Margarita Ecological Research Reserve Solar Initiative Research Site, Riverside County California" and authorizes and directs the City Manager to enter into and execute this Agreement on behalf of the City with such changes as may be approved by the City Attorney as necessary and convenient to implement the purposes of the Agreement. 5. Approval of Interconnection Agreement. The City Council has reviewed and approves in concept the "Rule 21 Generator Interconnection Agreement (GIA) for Exporting Generating Facilities Interconnecting Under the Fast Track Process between the City of Temecula and Southern California Edison Company Project: SDSU 2 (SCE GFID 8284)" presented to the City Council and authorizes and directs the City Manager to enter into and execute this Agreement on behalf of the City. 6. City Manager Authority. The City Manager is authorized and directed to take all actions necessary and convenient to implement the agreements described in this resolution and to enter into such additional agreements as may be necessary and convenient to implement the agreements, including but not limited to, executing estoppel certificates, operating memoranda and agreements, certifications, escrow, and similar agreements and actions. 7. Certification. The City Clerk shall certify to the adoption of this Resolution. PASSED, APPROVED, AND ADOPTED by the City Council of the City of Temecula this 10th day of May, 2016. Michael S. Naggar, Mayor ATTEST: Randi Johl, City Clerk [SEAL] STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA ) I, Randi Johl, City Clerk of the City of Temecula, do hereby certify that the foregoing Resolution No. 16- was duly and regularly adopted by the City Council of the City of Temecula at a meeting thereof held on the 10th day of May, 2016, by the following vote: AYES: COUNCIL MEMBERS: NOES: COUNCIL MEMBERS: ABSTAIN: COUNCIL MEMBERS: ABSENT: COUNCIL MEMBERS: Randi Johl, City Clerk SOLAR POWER PURCHASE AGREEMENT Between SMER Research 1, LLC and City of Temecula Dated as of , 2016 Solar Power Purchase Agreement OHSUSA:759335424.1 DOCS 122447-000001/2350583.10 TABLE OF CONTENTS 1. Definitions............................................................................................................ 1 2. Installation, Ownership and Operation of the Generating Facility........................ 1 (a) Installation................................................................................................. 1 (b) Pre-Construction Activities........................................................................ 1 (c) Commercial Operation .............................................................................. 3 (d) Operation and Maintenance...................................................................... 3 (e) Expenses.................................................................................................. 4 3. Purchase and Sale of Power............................................................................... 4 (a) Purchase and Sale ................................................................................... 4 (b) Purchase Price ......................................................................................... 4 (c) Taxes........................................................................................................ 4 (d) Fees.......................................................................................................... 4 4. PPA Term; Termination ....................................................................................... 4 (a) Initial PPA Term........................................................................................ 4 (b) Extension PPA Term................................................................................. 4 5. Green Attributes and Retained Environmental Financial Incentives.................... 5 (a) Ownership and Sale of Green Attributes................................................... 5 (b) Ownership of Retained Environmental Financial Incentives ..................... 5 (c) No Impairment of Green Attributes or Retained Environmental Financial Incentives .................................................................................. 5 6. Metering .............................................................................................................. 6 (a) Equipment................................................................................................. 6 (b) Data Collection ......................................................................................... 6 (c) Audit.......................................................................................................... 6 (d) Confidentiality ........................................................................................... 7 7. Delivery ............................................................................................................... 7 (a) Title; Risk of Loss ..................................................................................... 7 (b) Specifications............................................................................................ 7 (c) Intermittent Resource................................................................................ 7 8. Invoices and Payment ......................................................................................... 7 9. Invoice Adjustments; Disputes over Invoices ...................................................... 8 10. Representations and Warranties; Covenants...................................................... 8 (a) Representations and Warranties .............................................................. 8 (b) Purchaser Representations, Warranties and Covenants .......................... 9 11 . Liens.................................................................................................................. 10 Solar Power Purchase Agreement i OHSUSA:759335424.1 DOCS 122447-000001/2350583.10 TABLE OF CONTENTS (continued) Page 12. Indemnification; Insurance; Loss....................................................................... 11 (a) Indemnification........................................................................................ 11 (b) Insurance................................................................................................ 11 13. Default and Remedies....................................................................................... 11 (a) PPA Event of Default.............................................................................. 11 (b) Termination............................................................................................. 13 (c) Damages ................................................................................................ 13 (d) Costs....................................................................................................... 13 (e) No Waiver; Remedies Cumulative .......................................................... 13 14. Limitation of Liability .......................................................................................... 13 15. Force Majeure ................................................................................................... 14 (a) Excuse.................................................................................................... 14 (b) Force Majeure Events............................................................................. 14 (c) Early Termination by Power Provider ..................................................... 15 (d) Early Termination by Purchaser.............................................................. 15 (e) No Extension of Term ............................................................................. 15 16. Records ............................................................................................................. 16 17. Notices .............................................................................................................. 16 18. Confidentiality.................................................................................................... 16 19. Assignment........................................................................................................ 17 (a) Consent .................................................................................................. 17 (b) Power Provider Financing....................................................................... 17 20. Publicity............................................................................................................. 17 (a) Press Releases....................................................................................... 17 (b) Advertisements....................................................................................... 18 (c) Information.............................................................................................. 18 21 . No Set-Off.......................................................................................................... 18 22. Intellectual Property........................................................................................... 18 23. Binding Effect .................................................................................................... 18 24. Amendments ..................................................................................................... 19 25. Counterparts...................................................................................................... 19 26. Other Agreements ............................................................................................. 19 27. Third Party Beneficiaries ................................................................................... 19 28. Severability........................................................................................................ 19 Solar Power Purchase Agreement ii OHSUSA:759335424.1 DOCS 122447-000001/2350583.10 TABLE OF CONTENTS (continued) Page 29. Survival.............................................................................................................. 19 30. Governing Law .................................................................................................. 20 31 . Legal Effect of Contract..................................................................................... 20 (a) Forward Contract.................................................................................... 20 (b) No Lease ................................................................................................ 20 (c) No Partnership........................................................................................ 20 32. Cooperation....................................................................................................... 20 (a) Additional Documents............................................................................. 20 (b) Utility Rule Changes ............................................................................... 20 (c) Dispute Resolution.................................................................................. 21 33. Ownership of the Generating Facility for Tax Purposes .................................... 21 (a) Generating Facility Ownership................................................................ 21 (b) Financial Burden..................................................................................... 21 (c) Financial Benefit ..................................................................................... 21 EXHIBITS Exhibit A Definitions and Rules of Interpretation Exhibit B Generating Facility Specifications Exhibit C Termination Value Exhibit D Form of Interconnection Agreement Exhibit E Energy Delivery Point Single-Line Drawing Exhibit F Form of Lender Consent Exhibit G Form of Estoppel Exhibit H Land Use Agreement SCHEDULES Schedule 10(a)(iv) Approvals Schedule 10(a)(vi) Litigation Solar Power Purchase Agreement iii OHSUSA:759335424.1 DOCS 122447-000001/2350583.10 Solar Power Purchase Agreement This Solar Power Purchase Agreement (this "Agreement" or "PPA"), dated as of 2016 (the "PPA Effective Date"), is between SMER Research 1, LLC ("Power Provider"), a California Limited Liability Company, and the City of Temecula, a California Municipal Corporation ("Purchaser"). RECITALS A. Power Provider desires to install an electricity grid-connected photovoltaic, solar power plant with a total generating capacity rated at approximately 2,250 kWp (as further described in Exhibits A and B of this Agreement, the "Generating Facility") located at the Santa Margarita Ecological Reserve SOLAR Initiative Research Site, in Temecula , CA ("Site")-, and B. Purchaser desires to purchase from Power Provider and Power Provider desires to sell to Purchaser the entire Energy Output of the Generating Facility. NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Power Provider and Purchaser, intending to be legally bound, agree as follows: 1. Definitions Capitalized terms used and not otherwise defined herein shall have the meanings set forth in Exhibit A, unless the context clearly requires otherwise. The Rules of Interpretation set forth in Exhibit A shall apply to the interpretation of this Agreement. 2. Installation, Ownership and Operation of the Generating Facility (a) Installation. Power Provider shall install or cause to be installed the Generating Facility. Power Provider shall provide Purchaser reasonable notice of the progress of the installation of the Generating Facility and shall provide reasonable notice to Purchaser of the anticipated Commercial Operation Date and the actual Commercial Operation Date. Purchaser shall provide Power Provider with the non- exclusive right to use additional space at the Site as may be reasonably necessary in connection with the installation (including but not limited to temporary construction laydown areas and designated parking spaces) and as further described in the Land Use Agreement (Exhibit H). (b) Pre-Construction Activities. Promptly following the execution of this Agreement, Power Provider and, to the limited extent set forth below in Section 2(b)(iv) and M, Purchaser, shall use commercially reasonable efforts to complete pre- construction activities relating to the Generating Facility in accordance with the dates provided below in the last paragraph of this Section 2(b), which shall be considered conditions subsequent to the execution of this PPA to be satisfied prior to Purchaser's Solar Power Purchase Agreement 1 OHSUSA:759335424.1 DOCS 122447-000001/2350583.10 obligation to purchase power from the Generating Facility and shall include, without limitation, the following (each a "Pre-Construction Activity " and collectively the "Pre- Construction Activities"): (i) Power Provider shall, at its sole cost and expense, obtain or cause to be obtained: (A) financing for installation of the Generating Facility; and (B) applicable Retained Environmental Financial Incentives for operation of the Generating Facility. (ii) Power Provider shall, at its sole cost and expense, obtain or cause to be obtained the right to use the Site under the Land Use Agreement Exhibit H) on a long-term basis, for the construction, installation, maintenance and operation of the Generating Facility subject to and conditional upon approval the City Council of the Purchaser; (iii) Power Provider shall, at its sole cost and expense, obtain or cause to be obtained in Power Provider's own name all necessary authority from regulatory entities and all other governmental approvals, permits, entitlements, contracts, and agreements including approval of the project consistent with the California Environmental Quality Act requirements, required for the construction and installation of the Generating Facility; (iv) Power Provider shall, at its sole cost and expense, provide an approved interconnection study and provide Purchaser with any and all forms for Interconnection Agreement and assist in completion of such forms and ensure such forms and requirements are acceptable to Power Provider; (v) Interconnection and Other Agreements: Purchaser shall enter into the Interconnection Agreement, approved by Purchaser's City Council; (vi) Power Provider shall, at its sole cost and expense, enter into contract(s) for installation of the Generating Facility at the Site, subject to the terms of any proposed financing and consistent with the approvals in Section 2(b)(iii), and the installation and maintenance of all Interconnection Facilities and other facilities required of the Purchaser by the Interconnection Agreement in accordance with the terms of the Interconnection Agreement and the specifications described in the Interconnection Agreement; and (vii) Power Provider shall, at its sole cost and expense, obtain or cause to be obtained all necessary authority from the PUC or other regulatory entities for the operation and maintenance of the Generating Facility and the sale and delivery of Energy Output to Purchaser. Power Provider shall use commercially reasonable efforts to complete the Pre- Construction Activity in Section 2(b)(i)-(iii) by no later than June 1 , 2016. Purchaser shall use commercially reasonable efforts to meet the foregoing Pre-Construction Solar Power Purchase Agreement 2 OHSUSA:759335424.1 DOCS 122447-000001/2350583.10 Activities in Section 2(b)(iv)-(v) no later than June 1, 2016. If, after exercising such commercially reasonable efforts, any of the Pre-Construction Activities is not completed by such dates, Power Provider or Purchaser shall have the option to terminate this Agreement without triggering the default provisions of this Agreement or any liability under this Agreement. Upon satisfaction of all Pre-Construction Activities, Power Provider shall proceed with construction of the Generating Facility. (c) Commercial Operation. Power Provider shall be solely responsible for all costs and the performance of all tasks required for installation of the Generating Facility. Promptly upon satisfaction of all Pre-Construction Activities, Power Provider shall use commercially reasonable efforts to complete construction and completion activities relating to the Generating Facility, which shall include, without limitation, the following ("Completion Activities"): (i) Power Provider, at its sole cost and expense, assist Purchaser as reasonably requested by Purchaser in connection with the execution by Purchaser of all agreements required for Utility interconnection of the Generating Facility including, without limitation, the Interconnection Agreement if applicable. Each of Power Provider and Purchaser shall use commercially reasonable efforts to complete the foregoing Completion Activities, and Power Provider shall use commercially reasonable efforts to cause installation of the Generating Facility to be completed and to cause the Generating Facility to begin Commercial Operation on or before the date that is two hundred seventy (270) days following the PPA Effective Date (the "Target Commercial Operation Date"). Notwithstanding the foregoing, to the extent that Commercial Operation has not commenced on or before the Target Commercial Operation Date, Power Provider may by written notice to Purchaser within three (3) Business Days after the Target Commercial Operation Date, extend the Target Commercial Operation Date by no more than an additional one hundred eighty (180) days. If Power Provider does not elect to extend the Target Commercial Operation Date as set forth in the immediately preceding sentence, or if following such election by Power Provider Commercial Operation has not commenced after the expiration of such one hundred eighty (180) day period, then Power Provider shall have the option (to be exercised within thirty (30) days of Power Provider's failure to extend the Target Commercial Operation Date or the expiration of such one hundred eighty (180) day period, as applicable) to terminate this Agreement without triggering the default provisions of this Agreement or any liability under this Agreement. (d) Operation and Maintenance. Power Provider shall be solely responsible for operation and maintenance of the Generating Facility (subject, however, to the obligations and responsibilities of Purchaser under the Land Use Agreement, if applicable) and Interconnection Facilities, as defined in and subject to the requirements of the Interconnection Agreement, and shall, at all times during the PPA Term, maintain the Generating Facility and Interconnection Facilities in accordance with Prudent Industry Practices. Power Provider shall bear all risk of loss with respect to the Solar Power Purchase Agreement 3 OHSUSA:759335424.1 DOCS 122447-000001/2350583.10 Generating Facility and shall have full responsibility for its operation and maintenance in compliance with all laws, regulations and governmental Permits. (e) Expenses. Purchaser shall have no responsibility for costs and expenses required for the activities completed by non-City employees, consultants, agents or guests described in this Section 2. To the extent Purchaser may incur any such expenses, Power Provider shall reimburse Purchaser for such expenses within thirty (30) days of a demand from the City. 3. Purchase and Sale of Power (a) Purchase and Sale. Throughout the PPA Term, Purchaser shall purchase and accept delivery from Power Provider, and Power Provider shall sell and deliver to Purchaser, the entire Energy Output in such amounts as may be generated from time to time. Purchaser shall not resell any of the Energy Output. (b) Purchase Price. Purchaser shall pay to Power Provider the applicable Purchase Price, $0.1253/kWh-ac, for the duration of the PPA Term, for Energy Output delivered hereunder throughout the PPA Term. Such amount shall be paid in accordance with the terms of Section 8 hereof. (c) Taxes. If any taxes are assessed against the generation, sale, delivery or consumption of Energy Output, or if taxes that are, or are in the nature of, property or ad valorem taxes, including without limitation, possessory interest taxes, if any, are assessed in respect of the Generating Facility, Power Provider shall be responsible for all such amounts due, including any taxes assessed thereon, in accordance with the terms of Section 8. (d) Fees. If any fees are assessed by the Utility by reason of this PPA, or any supporting agreement, on any Purchaser account which is receiving credits for Energy Output from the Generating Facility, including but not limited to Departing Load Charges, application fees, one time set-up fees, monthly billing fees, or review fees, the Power Provider shall be responsible for all such amounts. 4. PPA Term; Termination (a) Initial PPA Term. Unless terminated early in accordance with the terms hereof, the (x) initial term of this Agreement (the "Initial PPA Term") shall commence on the PPA Effective Date and (y) the Parties' respective purchase and sale obligations under this Agreement with respect to Energy Output from the Generating Facility shall commence at 0000 hours on the Commercial Operation Date; and each shall continue in effect until 2400 hours on the date that is twenty (20) years after the Commercial Operation Date. (b) Extension PPA Term. At the end of the Initial PPA Term, this Agreement, including the purchase and sale obligation under Section 3(a), can be extended for Solar Power Purchase Agreement 4 OHSUSA:759335424.1 DOCS 122447-000001/2350583.10 five (5) years (the "Extension PPA Term"), if Purchaser delivers written notice to the Power Provider at least six (6) months prior to the end of the Initial PPA Term. If no such notice of extension is provided by Purchaser at least six (6) months prior to the end of the initial PPA Term, Power Provider may assume that the PPA with Purchaser will terminate at the end of the Initial PPA Term and Power Provider may immediately negotiate a new PPA with an alternate Purchaser, which may be effective upon expiration of the Initial PPA Term. Unless otherwise agreed to by the Parties, during the Extension PPA Term, the terms and conditions of this Agreement shall remain in effect. 5. Green Attributes and Retained Environmental Financial Incentives (a) Ownership and Sale of Green Attributes. Power Provider hereby provides and conveys all Green Attributes associated with all electricity generation from the Project to Purchaser as part of the Product being delivered. Power Provider represents and warrants that Purchaser holds the rights to all Green Attributes from the Project, and Power Provider agrees to convey and hereby conveys all such Green Attributes to Purchaser as included in the delivery of the Energy from the Project. (b) Ownership of Retained Environmental Financial Incentives. Notwithstanding the purchase and sale of Energy Output pursuant to this Agreement, Power Provider shall at all times continue to own, and may assign or sell in its sole discretion to one or more third parties, all Retained Environmental Financial Incentives associated with or resulting from the development, installation, ownership or operation of the Generating Facility. (c) No Impairment of Green Attributes or Retained Environmental Financial Incentives. No Party shall take any action or knowingly suffer any omission that would have the effect of impairing the value of the Green Attributes or the Retained Environmental Financial Incentives, without regard to the amount of the Green Attributes or the Retained Environmental Financial Incentives produced by the Generating Facility, including without limitation claiming ownership or claiming any grant of assignment of the Green Attributes or the Retained Environmental Financial Incentives inconsistent with the terms and provisions of this Agreement. Each Party shall be responsible for notifying the other Party of any action or omission of which it has knowledge that could impair such value and for consulting with the other Party as necessary to prevent impairment of the value of such Green Attributes or Retained Environmental Financial Incentives. Solar Power Purchase Agreement 5 OHSUSA:759335424.1 DOCS 122447-000001/2350583.10 6. Metering (a) Equipment. (i) Power Provider shall install and maintain a standard revenue quality meter and an electronic system for supervisory control and data acquisition ("SCADA") at the Generating Facility. The SCADA will be owned by Power Provider. The meter shall measure the alternating current output of the Generating Facility on a continuous basis. Power Provider shall be responsible for maintaining the metering equipment in good working order and, if Purchaser so requests, for testing the metering equipment once per calendar year and certifying the results of such testing to Purchaser. In the event of a failure of the electronic meter reading system and until such failure has been corrected, Power Provider shall be responsible for conducting monthly on-site readings of the standard electricity meter to determine the output of the Generating Facility delivered to Purchaser. Data retrieved from any such meter shall serve as the basis for invoicing Purchaser for all Energy. (ii) Purchaser shall share with Power Provider, or allow Power Provider to retrieve, electrical load data for the Site from the Site's Utility meters for periods before and after the Commercial Operation Date. At Power Provider's sole option and expense Power Provider may install an additional meter to measure the electrical load of the Site. (b) Data Collection. Power Provider shall maintain all production meter data and shall provide to Purchaser a report of the Generating Facility's individual metered Energy, as read and collected on a monthly basis, once each month within fourteen (14) Business Days after the last day of the preceding month. Subject to Section 6(a), such data shall serve as the basis for invoicing Purchaser for all Energy. Power Provider shall preserve all data compiled hereunder for a period of at least two (2) years following the compilation of such data. (c) Audit. Once per calendar year, Purchaser shall have the right to audit all such meter data upon reasonable notice, and any such audit shall be at Purchaser's sole cost (unless an audit reveals at least a five percent (5%) overcharge to Purchaser, in which case Power Provider shall bear the cost of that audit). If the metering equipment is found to be inaccurate, it shall be corrected as follows and past readings within the year of the audit shall be promptly adjusted and reflected in the following invoice: (i) if reliable information exists as to the period of time during which the meter was registering inaccurately, by estimating by reference to quantities of Energy Output measured during periods of similar conditions when the meter was registering accurately and (ii) if no reliable information exists as to the period of time during which the meter was registering inaccurately it shall be assumed that the period of such inaccuracy was equal to one-half of the period from the date of the last previous test of the meter (provided that the period covered by the correction shall not exceed six months). Solar Power Purchase Agreement 6 OHSUSA:759335424.1 DOCS 122447-000001/2350583.10 (d) Confidentiality. Purchaser shall not share information provided by the Power Provider to the Purchaser from the production meter, or any other performance data related to the Generating Facility, with any third parties unless: (1) such disclosure is required by the California Public Records Act, Government Code Section 6250 et seq; or (2) Power Provider gives written consent to Purchaser for the disclosure of such information prior to disclosure. 7. Delivery (a) Title; Risk of Loss. Title and risk of loss of the Energy Output shall pass from Power Provider to Purchaser upon delivery of the Energy Output at the Energy Delivery Point. Purchaser shall purchase and accept delivery of metered Energy Output at the Energy Delivery Point. Power Provider, at its sole cost and expense shall be responsible for arranging delivery of Energy Output from the Energy Delivery Point to Purchaser and for any installation and operation of equipment on Purchaser's side of the Energy Delivery Point necessary for acceptance and use of the Energy Output. (b) Specifications. Power Provider shall ensure that all Energy Output generated by the Generating Facility conforms to Utility specifications for Energy Output being generated and delivered to the Site's electric distribution system, which shall include the installation of proper power conditioning and safety equipment, submittal of necessary specifications, coordination of Utility testing and verification, and all related costs. All deliveries of Energy Output hereunder shall be in the form of three-phase, sixty-cycle alternating current. (c) Intermittent Resource. Purchaser acknowledges that the Generating Facility is an intermittent energy resource, and that the Generating Facility will not supply a consistent or uninterrupted supply of energy to the SCE electric distribution system. 8. Invoices and Payment Power Provider shall deliver to Purchaser an invoice at the address set forth in Section 17 by the fourteenth (14th) Business Day of each calendar month (or upon a monthly schedule mutually acceptable to Purchaser and Power Provider), stating the Energy Output delivered to Purchaser during the preceding calendar month and the applicable Purchase Price, and calculating the total amount due to Power Provider. Without offset for any amount owed or claimed to be owed by Power Provider, Purchaser shall pay the amount due to Power Provider by wire transfer or ACH payment, on or before thirty (30) days following the date of the invoice, which shall be referred to as the "Due Date". If the Due Date is a bank holiday, City designated holiday, or a weekend, payment shall be due on the next following Business Day. Any undisputed amount remaining unpaid after the Due Date shall bear interest at the Default Rate. Invoices and payments schedule shall commence following Commercial Operation. Solar Power Purchase Agreement 7 OHSUSA:759335424.1 DOCS 122447-000001/2350583.10 9. Invoice Adjustments; Disputes over Invoices Either Party may, in good faith, dispute the correctness of any invoice or any adjustment to an invoice rendered or adjust any invoice for any arithmetic, computational or meter-related error within twelve (12) months of the date of the invoice or the date the adjustment to an invoice was rendered, as the case may be. In the event a Party disputes all or a portion of an invoice, or any other claim for an adjustment arises, that Party shall pay the disputed and undisputed portion when due and provide the other Party notice of the dispute and the amount in dispute. Following a Party's delivery of a notice of a dispute, the Parties shall first use good faith, reasonable, diligent efforts to resolve such dispute within a reasonable period of time not to exceed thirty (30) days from the date of such notice. If the Parties do not resolve such a dispute within such thirty (30) days, then the Parties may pursue their rights appropriately. Power Provider shall return to Purchaser any disputed amount which is ultimately determined to have been improperly billed to Purchaser, together with interest thereon at the Default Rate. 10. Representations and Warranties; Covenants (a) Representations and Warranties. Each Party represents and warrants to the other Party as of the PPA Effective Date that: (i) Existence. Such Party is duly organized, validly existing and in good standing under the laws of the state of its formation and has all requisite power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby; (ii) Authorization. The execution and delivery of this Agreement and the performance of such Party's obligations hereunder have been duly authorized by all necessary company action; (iii) Validity. This Agreement is a legal, valid and binding obligation of such Party enforceable against such Party in accordance with its terms, subject to the qualification, however, that the enforcement of the rights and remedies herein is subject to (i) bankruptcy and other similar laws of general application affecting rights and remedies of creditors and (ii) the application of general principles of equity (regardless of whether considered in a proceeding in equity or at law); (iv) Approvals. Except for the approvals specifically referenced in this Agreement, including without limitation Schedule 10(a)(iv), Section 2(b)(iii), and the process for compliance with the California Environmental Quality Act ("CEQX) and Riverside County Multi-Species Habitat Conservation Plan, if applicable, to such Party's knowledge, no other governmental, corporate, utility, direct access provider, regulatory, municipal, state, district, school district or other third party consent or approval is required in connection with the due authorization, execution and delivery Solar Power Purchase Agreement 8 OHSUSA:759335424.1 DOCS 122447-000001/2350583.10 of this Agreement by such Party or the performance by such Party of its obligations hereunder; (v) No Conflict. Neither the execution and delivery of this Agreement by such Party nor compliance by such Party with any of the terms and provisions of this Agreement conflicts with, breaches or contravenes the provisions of such Party's organizational documents, court judgments or adjudicative administrative orders applicable to such Party; (vi) No Litigation. Except as set forth on Schedule 10(a)(vi), to the back of the parties' knowledge, there is no pending litigation or adjudicative administrative proceedings served upon the Party, or, to the knowledge of such Party, litigation, action or proceeding that has been threaten in writing against such Party which would reasonably be expected to have a material adverse effect or which purports to affect the legality, validity or enforceability of this Agreement or the transactions contemplated hereby; (vii) Bankruptcy. Except as previously disclosed in writing to the other Party there is no pending bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect to such Party, and (viii) Other Facts. To the Power Provider's knowledge there are no facts, circumstances or other matters that may materially interfere with or materially delay the construction, installation, maintenance or operation (including facts, circumstances or other matters adversely affecting the Generating Facility's exposure to sunlight) of the Generating Facility, except as have been disclosed in writing to the other Party. (ix) Premises. Power Provider will maintain the Premises in accordance with applicable law (including maintenance of permits held by Power Provider) (b) Purchaser Representations, Warranties and Covenants. (i) No Adverse Actions. Purchaser will not initiate, conduct or, to the extent within its control, permit, activities that it knows or reasonably should know may damage, impair or otherwise adversely affect the Generating Facility or its function (including activities that may adversely affect the Generating Facility's exposure to sunlight). (ii) Interconnection and Other Agreements. Purchaser shall enter into the Interconnection Agreement upon approval by Purchaser's City Council and at Power Provider's written request. Solar Power Purchase Agreement 9 OHSUSA:759335424.1 DOCS 122447-000001/2350583.10 (iii) Land Use Agreement. Purchaser shall enter into a Land Use Agreement with Power Provider in the form attached as Exhibit H. (iv) Copies of Documents. Within five Business Days following receipt, Purchaser shall send to Power Provider pursuant to Section 17 complete copies of the Interconnection Agreement, permission to operate letter or any other material document or communication from Utility related to the Generating Facility, its operation, or interconnection. (v) Appropriations. Purchaser covenants to take such action as may be necessary to include all payments due under Section 8 of this PPA (the "Payments") (to the extent the amounts of such Payments are known to Purchaser at the time its annual budget is proposed) in its annual budget and to make the necessary annual appropriations for such Payments. To the extent the amount of such Payments becomes known after the adoption of the annual budget, such amounts shall be included and maintained in such budget as amended. The covenants of Purchaser shall be deemed to be a duty imposed by law and it shall be the ministerial duty of Purchaser to take such actions as are required by law to enable Purchaser to perform this PPA. The obligation of Purchaser to make Payments hereunder shall constitute a current operating expense of Purchaser and shall not in any way be construed to be a debt of Purchaser or the State, or any political subdivision thereof, nor shall anything contained herein constitute a pledge of general revenues, funds or moneys of Purchaser beyond the fiscal year for which Purchaser has appropriated funds to make Payments hereunder or an obligation of Purchaser for which Purchaser is obligated to levy or pledge any form of taxation or for which Purchaser has levied or pledged any form of taxation. To the extent that any provision herein is determined to be in violation of any debt limitation applicable to Purchaser under State or federal Constitution, then such provision shall be deemed amended to the extent necessary to conform to such State or federal Constitutional debt limitation. 11. Liens Power Provider shall not directly or indirectly cause, create, incur, assume or suffer to exist any mortgage, pledge, lien (including any mechanics', labor or materialman's lien), charge, security interest, encumbrance or claim on or with respect to the Generating Facility or any interest therein. Power Provider shall pay promptly before a fine or penalty may attach to the Generating Facility any taxes, possessory interest taxes, charges or fees of whatever type of any relevant governmental authority for which Power Provider is responsible. If Power Provider breaches its obligations under this Section 11, it shall immediately notify Purchaser in writing, shall promptly cause such liens to be discharged and released of record without cost to Purchaser, and shall indemnify Purchaser against all costs and expenses (including reasonable attorneys' fees and court costs at trial and on appeal) incurred in discharging and releasing such liens. Solar Power Purchase Agreement 10 OHSUSA:759335424.1 DOCS 122447-000001/2350583.10 12. Indemnification; Insurance; Loss (a) Indemnification. Power Provider and Purchaser (each, in such case, an "Indemnifying PPA Party") shall indemnify, defend and hold harmless the other Party and its Affiliates, employees, directors, officers, managers, members, partners, financing parties, shareholders and agents (each, in such case, an "Indemnified PPA Party") harmless from and against any claim, demand, lawsuit or action of any kind for injury to or death of persons, including, but not limited to, employees of Indemnified PPA Party, and damage or destruction of property, arising out of (i) negligent acts or omissions or willful misconduct of Indemnifying PPA Party, its agents, officers, directors, employees, contractors or guests; or (ii) the material breach by Indemnifying PPA Party of any of its obligations under this Agreement. The obligation to indemnify shall extend to and encompass all costs incurred by Indemnified PPA Party in defending such claims, demands, lawsuits or actions, including, but not limited to, attorney, witness and expert witness fees, and any other litigation related expenses, provided, however, that such costs for Power Provider shall not exceed the actual costs incurred by the Purchaser in such action, if Purchaser paid such attorneys at the highest hourly billing rate by attorneys employed or contracted with Purchaser within the previous year. Indemnifying PPA Party's obligations pursuant to this Section 12(a) shall not extend to claims, demands, lawsuits or actions for liability to the extent attributable to the negligence or willful misconduct of Indemnified PPA Party or to the acts of third parties. Indemnifying PPA Party shall pay any cost that may be incurred by Indemnified PPA Party in enforcing this indemnity, including reasonable attorney fees, provided, however, that the such costs for Power Provider shall not exceed the actual costs incurred by the Purchaser, if Purchaser paid such attorneys at the highest hourly billing rate by attorneys employed or contracted with Purchaser within the previous year. The obligations of the Parties under this Section 12(a) shall survive termination of this Agreement. (b) Insurance. The Parties shall maintain insurance as required by the applicable provision of the Land Use Agreement, provided, however, that any excess costs incurred by the Purchaser in the form of Special Fees for a Certificate of Insurance for Power Provider to be included as an additional insured for such insurance shall be the responsibility of the Power Provider. 13. Default and Remedies (a) PPA Event of Default. With respect to a Party, there shall be an event of default (each a "PPA Event of Default") if: (i) such Party fails to pay any amount within five (5) Business Days after receipt of written notice that such amount is past due; (ii) except as otherwise set forth in this Section 13(a), such Party is in breach of any representation or warranty set forth herein or fails to perform any Solar Power Purchase Agreement 11 OHSUSA:759335424.1 DOCS 122447-000001/2350583.10 material obligation set forth in this Agreement and such breach or failure is not cured within sixty (60) days after notice in writing from the non-defaulting Party; provided, however, that the cure period shall be extended by the number of days during which the defaulting Party is prevented from taking curative action solely by Force Majeure if the defaulting Party had begun curative action and was proceeding diligently, using commercially reasonable efforts, to complete such curative action; (iii) such Party admits in writing its inability to pay its debts generally as they become due, (iv) such Party files a petition or answer seeking reorganization or arrangement under the federal bankruptcy laws or any other applicable law or statute of the United States of America or any State, district or territory thereof; (v) such Party makes an assignment for the benefit of creditors, (vi) such Party consents to the appointment of a receiver of the whole or any substantial part of its assets; (vii) such Party has a petition in bankruptcy filed against it, and such petition is not dismissed within ninety (90) days after the filing thereof; (viii) with respect to Purchaser, a "Land Use Agreement Event of Default" under the Land Use Agreement by the Landlord has occurred and is continuing, and with respect to Power Provider, a "Land Use Agreement Event of Default" under the Land Use Agreement by the Lessee has occurred and is continuing, (ix) with respect to Purchaser only, Purchaser causes an event of default under the Interconnection Agreement or otherwise causes through its actions or omissions the Interconnection Agreement to be terminated or cancelled; (x) with respect to Purchaser only, Purchaser fails to maintain insurance as required by this Agreement, unless such failure is the result of Power Provider's failure to pay for such excess insurance, special fees for a certificate of insurance for Power Provider to be included as additional insured, (xi) a court of competent jurisdiction enters an order, judgment, or decree appointing a receiver of the whole or any substantial part of such Party's assets, and such order, judgment or decree is not vacated or set aside or stayed within ninety (90) days from the date of entry thereof; or (xii) under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of the whole or any substantial part of such Party's assets and such custody or control is not Solar Power Purchase Agreement 12 OHSUSA:759335424.1 DOCS 122447-000001/2350583.10 terminated or stayed within ninety (90) days from the date of assumption of such custody or control. (b) Termination. Upon a PPA Event of Default by one Party, the other Party shall have the right, but not the obligation, to terminate or suspend this Agreement with respect to all obligations arising after the effective date of such termination or suspension (other than payment obligations relating to obligations arising prior to such termination or suspension). (c) Damages. The Parties acknowledge that given the complexity of the technology used by the Generating Facility and the volatility of energy markets, adequate damages in the event of Purchaser's breach of contract will be difficult, if not impossible, to calculate. Consequently, the Parties agree that if a PPA Event of a Default by Purchaser leads to termination of this Agreement, in order to compensate Power Provider for all damages, including the costs of termination and lost revenues associated with payments for Energy Output, Green Attributes and Retained Environmental Incentives, Purchaser's liability for damages hereunder shall be an equal to the Termination Value as set forth in Exhibit C (which shall be prorated for partial years as of the date of default), plus (ii) all other amounts including, but not limited to, any unpaid invoices or amounts due to be paid to Power Provider by Purchaser due to energy units already delivered to Purchaser. In the event of Purchaser's breach of this Agreement and the Purchaser's failure to cure, no damages shall be awarded to Power Provider other than those set forth in this subsection. (d) Costs. The defaulting Party shall be liable to reimburse the non-defaulting Party for such non-defaulting Party's expenses and costs relating to such PPA Event of Default, including but not limited to reasonable attorneys' fees , provided, however, that the hourly rate for attorney fees awarded to the Power Provider shall not exceed the highest hourly rates paid by the City for legal services to outside counsel in the previous year. (e) No Waiver; Remedies Cumulative. Any waiver at any time by either Party of its rights with respect to a PPA Event of Default under this Agreement, or with respect to any other matters arising in connection with this Agreement, shall not be deemed to be a waiver with respect to any subsequent default or other matter. Any waiver under this Agreement must be in writing. The rights and remedies of each of the Parties under this Section 14 shall be cumulative and in addition to the rights of the Parties otherwise provided in this Agreement and at law or equity. 14. Limitation of Liability FOR BREACH OF ANY PROVISION OF THIS AGREEMENT FOR WHICH AN EXPRESS REMEDY OR MEASURE OF DAMAGES IS PROVIDED IN THIS AGREEMENT, THE RIGHTS OF THE NON-DEFAULTING PARTY AND THE LIABILITY OF THE DEFAULTING PARTY SHALL BE LIMITED AS SET FORTH IN Solar Power Purchase Agreement 13 OHSUSA:759335424.1 DOCS 122447-000001/2350583.10 THIS AGREEMENT, AS THE SOLE AND EXCLUSIVE FULL, AGREED-UPON AND LIQUIDATED DAMAGES, AND NOT AS A PENALTY, AND ALL OTHER DAMAGES OR REMEDIES ARE WAIVED. IF NO REMEDY OR MEASURE OF DAMAGES IS EXPRESSLY PROVIDED, OR IF A REMEDY OR MEASURE OF DAMAGES IS EXPRESSLY NONEXCLUSIVE, THE NON-DEFAULTING PARTY SHALL HAVE THE RIGHT TO EXERCISE ALL RIGHTS AND REMEDIES AVAILABLE TO IT AT LAW OR IN EQUITY, PROVIDED, HOWEVER, THAT THE LIABILITY OF THE DEFAULTING PARTY SHALL BE LIMITED TO DIRECT, ACTUAL DAMAGES ONLY AND ALL OTHER DAMAGES AND REMEDIES ARE WAIVED. OTHER THAN WITH RESPECT TO ANY LIQUIDATED DAMAGES PROVIDED FOR UNDER THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES, LOST PROFITS OR BUSINESS INTERRUPTION DAMAGES, BY STATUTE, IN TORT, CONTRACT OR OTHERWISE. 15. Force Majeure (a) Excuse. If either Party is delayed in or prevented from performing or carrying out its obligations under this Agreement by reason of Force Majeure, such circumstance shall not constitute a breach hereunder, and such Party shall not be liable to the other Party for or on account of any loss, damage, injury, or expense resulting from, or arising out of, such delay or prevention; provided, however, that the Party encountering such delay or prevention shall use commercially reasonable efforts to remove the causes thereof (with failure to use such efforts constituting a breach hereunder). (b) Force Majeure Events. As used herein, the term "Force Majeure" shall include, without limitation, (i) sabotage, riots or civil disturbances, (ii) acts of God, (iii) acts of the public enemy, (iv) acts of vandalism, (v) terrorist acts affecting the Site, (vi) volcanic eruptions, earthquake, hurricane, flood, ice storms, explosion, fire, lightning, landslide or similarly cataclysmic occurrence, (vii) requirement by Utility that the Generating Facility temporarily discontinue operation for any reason unrelated to any violation of any standard or requirement of SCE by the Power Provider, or (viii) any action by any governmental authority which temporarily prevents or prohibits the Power Provider from carrying out its obligations under this Agreement by no fault of Power Provider. Economic hardship of either Party or inability to procure funds or appropriations shall not constitute a Force Majeure under this Agreement. Force Majeure shall not include strikes and labor disturbances of the Party experiencing that difficulty, and any such event shall not be grounds for modification, suspension or termination of this Agreement. In the event a Party desires to invoke these Force Majeure provisions, such Party shall notify the other Party a Force Majeure event within thirty (30) days of the event and include a detailed description of the Force Majeure event and how it affects Party's compliance with the terms of this Agreement. Solar Power Purchase Agreement 14 OHSUSA:759335424.1 DOCS 122447-000001/2350583.10 (c) Early Termination by Power Provider. Power Provider shall have the right, but not the obligation, to terminate this Agreement prior to expiration of the PPA Term without triggering the default provisions of this Agreement or any liability under this Agreement upon the occurrence of: (i) an unstayed order of a court or administrative agency having the effect of subjecting the sales of Energy Output to federal or state regulation of prices and/or service; or (ii) elimination or alteration of one or more Retained Environmental Financial Incentives or other change in law that results in a material adverse economic impact on Power Provider; or (iii) an annual level of direct beam solar resource availability that is less than or equal to ninety percent (90%) of historical averages as measured by long- term weather data (minimum of five (5) years) collected at the Site and/or other reliable calibrated and appropriate weather station representative of the Site; or (iv) the Purchaser's termination or material breach of the Land Use Agreement prior to the PPA Expiration Date or the end of any Extension PPA Term for any reason. (d) Early Termination by Purchaser. Purchaser shall have the right, but not the obligation, to terminate this Agreement prior to expiration of the PPA Term without triggering the default provisions of this Agreement or any liability under this Agreement upon the occurrence of: (i) Power Provider's termination or material breach of the Land Use Agreement prior to the PPA Expiration Date or the end of any Extension PPA Term for any reason, provided, however, that Purchaser provides Power Provider thirty (30) days prior written notice of Purchaser's intent to terminate, which shall include the date and basis for the intended termination, and Power Provider shall be provided a reasonable opportunity to correct such basis for termination prior to the termination date.; (ii) an unstayed order of a court or administrative agency having the effect of subjecting the sales of Energy Output to federal or state regulation of prices and/or service; or (iii) rule changes in the respective Utility or Utility control areas, by the respective independent system operators, or their successors, affecting the price to be paid by the Purchaser or other rights and benefits of the Purchaser under this Agreement. (e) No Extension of Term. The PPA Term shall not be extended by reason of Force Majeure. Solar Power Purchase Agreement 15 OHSUSA:759335424.1 DOCS 122447-000001/2350583.10 16. Records Each Party hereto shall keep complete and accurate records of its operations hereunder in accordance with reasonable and customary accounting practices and shall maintain such data as may be necessary to determine with reasonable accuracy any item relevant to this Agreement. Each Party shall have the right to examine all such records insofar as may be necessary for the purpose of ascertaining the reasonableness and accuracy of any statements of costs relating to transactions hereunder. 17. Notices Any notice required or permitted to be given in writing under this Agreement shall be mailed by certified mail, postage prepaid, returned receipt requested, or sent by overnight air courier service, or personally delivered to a representative of the receiving party, or sent by facsimile (provided an identical notice is also sent simultaneously by mail, overnight courier, or personal delivery as otherwise provided in this Section 17). All such communications shall be mailed, sent or delivered, addressed to the party for whom it is intended, at its address set forth below: If to Power Provider: If to Purchaser: SMER Research 1, LLC City of Temecula c/o 4455 Blackberry Lane 41000 Main Street Loomis, CA 95650 Temecula, CA 92590 with a copy to: with a copy to: Go Green Consultants, LLC Richards Watson Gershon c/o 10013 Winkle Circle Attn: Peter Thorson Elk Grove, California 95757 355 South Grand Avenue, 40th Attn: Paul Galindo Floor Los Angeles, CA 90071-3101 All notices shall be deemed to have been received when delivered in person, sent by facsimile with electronic confirmation of successful transmission, or three days after being sent by registered or certified mail as provided above. 18. Confidentiality All non-public information provided by either Party to the other or which is identified by the disclosing Party in writing as confidential or proprietary information shall be treated in a confidential manner and shall not be disclosed to any third party without Solar Power Purchase Agreement 16 OHSUSA:759335424.1 DOCS 122447-000001/2350583.10 the prior written consent of the disclosing Party, which consent shall not be unreasonably withheld. Notwithstanding the preceding, this Section and the restrictions herein contained shall not apply to any data or documentation which is: (i) required to be disclosed pursuant to state or federal law, an order or requirements of a regulatory body or a court, including without limitation the California Public Records Act, Government Code Section 6250 et seq., after five (5) Business Days' notice of such intended disclosure is given by the disclosing Party to the non- disclosing Party or if five (5) Business Days' notice is not practical, then such shorter notice as is practical, (ii) disclosed by a Party to an Affiliate of such Party or in connection with an assignment permitted by Section 19; or (iii) is, as of the time of disclosure, public knowledge without the fault of the other Party. 19. Assignment (a) Consent. Neither party shall have the right to assign any of its rights, duties, or obligations under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed provided the proposed assignee has sufficient financial capacity and experience to fulfill the obligations of the assigning party. Any assignment of this Agreement must be made together with a simultaneous assignment of the Land Use Agreement to the assignee of this Agreement. (b) Power Provider Financing. Power Provider shall be entitled to collaterally assign its right, title and interest in and to this Agreement to its financing parties, and Purchaser shall provide such cooperation and further assurances in connection with Power Provider's efforts to obtain debt and/or equity financing for the Generating Facility as may be reasonably requested by Power Provider. Without limiting the generality of the foregoing, within ten (10) days of Power Provider's written request, Purchaser shall execute and deliver to Power Provider (i) a written consent substantially in the form attached hereto as Exhibit F for the benefit of Power Provider's financing parties, with such changes as may be reasonably requested by such financing parties, and (ii) an estoppel certificate substantially in the form attached hereto as Exhibit G for the benefit of Power Provider's financing parties or equity investors, with such changes as may be reasonably requested by such financing parties or equity investors. 20. Publicity (a) Press Releases. The Parties share a common desire to generate favorable publicity regarding the Generating Facility and their association with it. The Parties agree that they will, from time to time, issue press releases regarding the Generating Facility and that they will cooperate with each other in connection with the Solar Power Purchase Agreement 17 OHSUSA:759335424.1 DOCS 122447-000001/2350583.10 issuance of such releases including, without limitation, completed review of press releases proposed to be issued by the other Party no later than four (4) Business Days after submission by such other Party. Each Party agrees that it shall not issue any official press release regarding the Generating Facility without the prior consent of the other, and each Party agrees not to unduly withhold, condition, or delay any such consent. Such agreement to work together in the release of all press releases is not intended to control, hinder or preclude other casual contact with the media by the parties. (b) Advertisements. Nothing in this Agreement shall limit the rights of the Purchaser to publicize that it is serving as a "solar host" for the Generating Facility and to display photographs of the Generating Facility in its advertising and promotional materials, provided that any such materials identify Power Provider as the owner and developer of the Generating Facility and shall be consistent with Section 5 of this Agreement. Without limiting the foregoing, the Generating Facility shall be named "SMER SOLAR Initiative Research Facility". On all signage at the Site, and in all publicly distributed materials and other public communications issued by either Party that refer to the Generating Facility by name, such name shall be followed by a statement to the effect that Power Provider owns and operates the Generating Facility. (c) Information. Notwithstanding the foregoing and subject only to the provisions on confidential information in Section 18 of this Agreement, Power Provider shall have the right to publish factual information related to the Generating Facility on its website (or the website of any Affiliate) and through other forms of electronic media. Such information may include, but is not limited to, the location of the Generating Facility, the name of the Purchaser, and other features of the Generating Facility. 21. No Set-Off Except as otherwise set forth herein, each Party hereby waives all rights to set- offs of amounts due hereunder. The Parties agree that all amounts due hereunder are independent obligations and shall be made without set-off for other amounts due or owed hereunder. 22. Intellectual Property Nothing in this Agreement shall be construed to convey to Purchaser a license or other right to trademarks, copyrights, technology or other intellectual property of Power Provider (or any Affiliate of Power Provider). 23. Binding Effect The terms and provisions of this Agreement, and the respective rights, privileges, duties and obligations hereunder of each Party, shall be binding upon, and inure to the benefit of, the Parties and their respective successors and permitted assigns. Solar Power Purchase Agreement 18 OHSUSA:759335424.1 DOCS 122447-000001/2350583.10 24. Amendments No modification of this Agreement shall be effective except by written amendment executed by the Parties; provided, however, that if Purchaser has been notified that Power Provider has collaterally assigned any of its rights, duties or obligations under this Agreement to its financing providers, then the prior written consent of such financing providers is required as well. 25. Cou nterparts This Agreement may be executed in counterparts, which shall together constitute one and the same agreement. Facsimile signatures shall have the same effect as original signatures and each party consents to the admission in evidence of a facsimile or photocopy of this Agreement in any court or arbitration proceedings between the parties. 26. Other Agreements This Agreement constitutes the entire agreement between the Parties relating to the subject matter hereof and supersedes any other prior agreements, written or oral, between the Parties concerning such subject matter. 27. Third Party Beneficiaries Nothing in this Agreement shall provide any benefit to any third party (other than Power Provider's financing parties) or entitle any third party to any claim, cause of action, remedy or right of any kind, it being the intent of the Parties that this Agreement shall not be construed as a third party beneficiary contract. 28. Severability Should any provision of this Agreement for any reason be declared invalid or unenforceable by final and non-appealable order of any court or regulatory body having jurisdiction, and such invalidity does not prevent the continued operation of the facility or materially affect the rights and interest of the parties pursuant to the Agreement, such decision shall not affect the validity of the remaining portions, and the remaining portions shall remain in full force and effect as if the Agreement had been executed without the invalid provision so long as the economic or legal substance of the transactions contemplated in this Agreement is not affected in any manner materially adverse to any party hereto. 29. Survival Any provision of this Agreement that expressly or by implication comes into effect or should remain in effect following the termination or expiration of this Agreement shall Solar Power Purchase Agreement 19 OHSUSA:759335424.1 DOCS 122447-000001/2350583.10 survive the termination or expiration of this Agreement, including Article 12, 13, 14 and 18 hereof. 30. Governing Law This Agreement shall be construed in accordance with the laws of the state of California (without regard to its conflict of laws principles). 31. Legal Effect of Contract (a) Forward Contract. The Parties acknowledge and agree that the transaction contemplated under this Agreement constitutes a "forward contract" within the meaning of the United States Bankruptcy Code, and the Parties further acknowledge and agree that each Party is a "forward contract merchant" within the meaning of the United States Bankruptcy Code. (b) No Lease. The Parties acknowledge and agree that, for accounting or tax purposes, this Agreement is not and shall not be construed as a capital lease and, pursuant to section 7701(e)(3) of the Code, this Agreement is and shall be deemed to be a service contract with respect to the sale to the Purchaser of electric energy produced at an alternative energy facility. (c) No Partnership. This Agreement is not intended, and shall not be construed, to create any association, joint venture, agency relationship or partnership between the Parties or to impose any such obligation or liability upon either Party. Neither Party shall have any right, power or authority to enter into any agreement or undertaking for, or act as or be an agent or representative of, or otherwise bind, the other Party. 32. Cooperation (a) Additional Documents. Upon the receipt of a written request from the other Party, each Party shall execute the Interconnection Agreement and such additional documents, instruments and assurances and take such additional actions (including assisting the other in obtaining any applicable permits) as are reasonably necessary to carry out the terms and intent hereof. Neither Party shall unreasonably withhold, condition or delay its compliance with any reasonable request made pursuant to this Section . Without limiting the foregoing, the Parties acknowledge that they are entering into a long-term arrangement in which the cooperation of both of them will be required. (b) Utility Rule Changes. The Parties acknowledge that adjustments in the terms and conditions of the Agreement may be appropriate to account for rule changes in the respective Utility or Utility control areas, by the respective independent system operators, or their successors, that could not be anticipated at the date of execution of this Agreement or that are beyond the control of the Parties, and Purchaser agrees to Solar Power Purchase Agreement 20 OHSUSA:759335424.1 DOCS 122447-000001/2350583.10 reasonably consider and accept Power Provider's proposal(s) regarding commercially reasonable amendments as may be reasonably required to comply therewith. (c) Dispute Resolution. In the event that a dispute arises between the Parties in connection with this Agreement, the Parties agree that for a period of thirty (30) days, the Parties will attempt to resolve such dispute informally through meetings of senior executives of each of the Parties. If the dispute is not resolved after such thirty (30) day period, the Parties may pursue all rights available to each of them. 33. Ownership of the Generating Facility for Tax Purposes (a) Generating Facility Ownership. It is the intent of the Parties that the Generating Facility be treated as personal property for all purposes. Purchaser acknowledges and agrees that regardless of whether the Generating Facility, or any part thereof, is or becomes a fixture on the Premises, Power Provider is the exclusive owner and operator of the Generating Facility, and Purchaser shall have no ownership interest in the Generating Facility or any equipment associated therewith. Power Provider and Purchaser hereby agree and acknowledge that Purchaser shall have no responsibility hereunder for operation or maintenance of the Generating Facility under this Agreement. Neither Purchaser nor any party related thereto shall have the right or be deemed to operate the Generating Facility within the meaning of section 7701(e)(4)(A)(i) of the Code. The Parties agree that Power Provider is the owner of the Generating Facility for all purposes, including without limitation all purposes under the Code. Power Provider shall be entitled to, and is hereby authorized to, file one or more precautionary UCC financing statements or fixture filings in such jurisdictions as it deems appropriate with respect to the Generating Facility in order to provide notice of its ownership of the Generating Facility. (b) Financial Burden. Notwithstanding any provision to the contrary under this Agreement, neither Purchaser nor any Person related to Purchaser shall bear or be deemed to bear any significant financial burden if there is nonperformance by Power Provider under this agreement, as the phrase "any significant financial burden if there is nonperformance" is used in section 7701(e)(4)(A)(ii) of the Code. (c) Financial Benefit. Notwithstanding any provision to the contrary under this Agreement, neither Purchaser nor any Person related to Purchaser shall receive or be deemed to receive any significant financial benefit if the operating costs of the Generating Facility are less than the standard of performance and/or operation set forth in this Agreement, as the phrase "significant financial benefit if the operating costs of the Generating Facility are less than the standards of performance or operation" is used in section 7701(e)(4)(A)(iii) of the Code. [Signature page to follow] Solar Power Purchase Agreement 21 OHSUSA:759335424.1 DOCS 122447-000001/2350583.10 IN WITNESS WHEREOF, the undersigned have duly executed and delivered this Solar Power Purchase Agreement as of the day and year first above written. SMER Research 1, LLC By: Name: Paul Galindo Title: Managing Member City of Temecula Mike Naggar Mayor Attest: Randi Johl-Olson, JD, MMC City Clerk Approved as to Form: Peter M. Thorson City Attorney Solar Power Purchase Agreement OHSUSA:759335424.1 DOCS 122447-000001/2350583.10 Signature Page Exhibit A Definitions and Rules of Interpretation 1. Definitions. "Affiliate" means, when used with reference to a specified Person, any Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with the specified Person. "Agreement" has the meaning given in the preamble. "Business Day" means any day on which Federal Reserve member banks in San Francisco, California and the City of Temecula are open for business. "Code" means the Internal Revenue Code of 1986, as amended. "Commercial Operation" means the condition existing when (i) the Generating Facility is mechanically complete and operating in accordance with the specifications set forth in Exhibit B, and (ii) energy is delivered to the Energy Delivery Point. "Commercial Operation Date" means the date on which Power Provider notifies Purchaser in accordance with Section2(a) that the Generating Facility has achieved Commercial Operation. "Completion Activities" has the meaning given in Section20c). "Credit Rating" has the meaning given in Section 13(a). "Default Rate" means the lesser of one percent (1%) per month or the maximum rate permitted by applicable law. "Downgrade Event" has the meaning given in Section 13(a). "Due Date" has the meaning given in Section 8. "Energy Delivery Point" means the energy delivery point within the Site's electrical system on Purchaser's side of the Site's Utility meter, as designated in the Interconnection Agreement, as shown in the single-line drawing attached as Exhibit E. "Energy" means the electrical output generated by the Generating Facility. "Energy Output" means the total quantity of the actual net energy generated by the Generating Facility (measured in kWhac) and delivered to the Energy Delivery Point, in any given period of time. Energy Output does not include the Retained Environmental Financial Incentives or the Green Attributes. Solar Power Purchase Agreement Exhibit A- 1 OHSUSA:759335424.1 DOCS 122447-000001/2350583.10 "Environmental Laws" means all federal, state, local and regional laws, statutes, ordinances, orders, rules and regulations relating to the protection of human health or the environment including, without limitation, the Resource Conservation and Recovery Act of 1976, the Comprehensive Environmental Response Compensation and Liability Act of 1980, the Hazardous Materials Transportation Act, the Safe Drinking Water Act, the Clean Water Act, the Clean Air Act, the Toxic Substances Control Act, and any other applicable federal, state or local law now in force or hereafter enacted relating to waste disposal or environmental protection with respect to hazardous, toxic, or other substances generated, produced, leaked, released, spilled or disposed of at or from the Property, as any of the same may be amended or supplemented from time to time, and any regulation promulgated pursuant thereto. "Extension PPA Term" has the meaning given in Section 4(b). "Force Majeure" has the meaning given in Section 15. "Generating Facility" means an electricity grid-connected photovoltaic, solar power plant with the specifications shown in Exhibit B, and all associated electric power generation equipment, controls, meters, switches, connections, conduits, wires and other equipment that may be necessary to connect such solar power plant to the Energy Delivery Point and to supply electricity to Purchaser at the Energy Delivery Point. "Green Attributes" means any and all credits, benefits, emissions reductions, offsets and allowances, howsoever entitled, attributable to the generation of the Energy Output from the Generating Facility, and its displacement of conventional energy generation. Green Attributes include but are not limited to Renewable Energy Certificates, as well as: (1) any avoided emissions of pollutants to the air, soil or water such as sulfur oxides (SOx), nitrogen oxides (NOx), carbon monoxide (CO) and other pollutants; (2) any avoided emissions of carbon dioxide (CO2), methane (CH4), nitrous oxide, hydrofluorocarbons, perfluorocarbons, sulfur hexafluoride and other greenhouse gases (GHGs) that have been determined by the United Nations Intergovernmental Panel on Climate Change, or otherwise by law, to contribute to the actual or potential threat of altering the earth's climate by trapping heat in the atmosphere, and (3) the reporting rights to these avoided emissions, such as REC Reporting Rights. Green Attributes do not include (i) any Energy, capacity, reliability or other power attributes from the Generating Facility, (ii) the Retained Environmental Financial Incentives, (iii) fuel-related subsidies or "tipping fees" that may be paid to Power Provider to accept certain fuels, or local subsidies received by the generator for the destruction of particular preexisting pollutants or the promotion of local environmental benefits, or (iv) emission reduction credits encumbered or used by the Generating Facility for compliance with local, state, or federal operating and/or air quality permits. "Indemnifying PPA Party" has the meaning given in Section 12(a). "Initial PPA Term" has the meaning given in Section 4(a). Solar Power Purchase Agreement Exhibit A-2 OHSUSA:759335424.1 DOCS 122447-000001/2350583.10 "Interconnection Agreement" means an interconnection agreement entered into by and between Purchaser and the Utility, as in effect on the PPA Effective Date, in the form attached to the PPA as Exhibit D or such other form as may be in effect immediately prior to the Commercial Operation Date or as otherwise applicable during the PPA Term. "Investment Grade" has the meaning given in Section 13(a). "kWhac" means kilowatt-hour alternating current. "kWp" means kilowatt-peak. "Land Use Agreement" means the Land Use Agreement, dated as of by and between Power Provider and Purchaser in substantially the same form as provided in Exhibit H. "Land Use Agreement Event of Default" has the meaning given in Land Use Agreement. "Landlord" has the meaning given in the preamble to the Land Use Agreement. "Lessee" has the meaning given in the preamble to the Land Use Agreement. "Party" and/or "Parties" means a party or the parties to the PPA. "Performance Assurance" has the meaning given in Section 13(a). "Permits" has the meaning given in Land Use Agreement Section 6(b). "Person" means any individual, corporation, partnership, joint venture, association, joint stock company, trust, trustee, estate, limited liability company, unincorporated organization, real estate investment trust, government or any agency or political subdivision thereof, or any other form of entity. "Power Provider" has the meaning given in the PPA preamble. "PPA" has the meaning given in the preamble. "PPA Effective Date" has the meaning given in the preamble to the PPA. "PPA Expiration Date" means the last day of the PPA Term. "PPA Event of Default" has the meaning given in Section 13. "PPA Term" means, collectively, the Initial PPA Term and the Extension PPA Term. Solar Power Purchase Agreement Exhibit A-3 OHSUSA:759335424.1 DOCS 122447-000001/2350583.10 "Pre-Construction Activities" has the meaning given in Section 2(b). "Premises" has the meaning given in Land Use Agreement Exhibit H. "Property" means the real property described on Land Use Agreement Exhibit H and any buildings or other improvements located thereon other than the Generating Facility. "Prudent Industry Practices" means those practices, methods and equipment, as changed from time to time, that are commonly used in the state of California in prudent electrical engineering and operations to operate photovoltaic solar generation equipment lawfully and with safety, reliability, efficiency and expedition. Prudent Industry Practices are not intended to be limited to the optimum practices, methods or equipment to the exclusion of others, but rather to those practices, methods or equipment generally accepted or approved by a significant portion of the photovoltaic solar power industry during the relevant time period. "PUC" means the California Public Utilities Commission. "Purchase Price means $0.1253/kWh-ac. "Purchaser" has the meaning given in the PPA preamble. "Rebate Payments" means any payments to be made to Power Provider in connection with the Generating Facility. "RECs" or "Renewable Energy Certificates" mean renewable energy certificates related to and representing Green Attributes (also known as green tags, renewable energy credits, or tradable renewable certificates), which are tradable environmental commodities in the United States and represent 1 megawatt-hour (MWh) of electricity generated from an eligible renewable energy resource. These certificates can be sold and traded and the owner of the REC can claim to have purchased renewable energy. "REC Reporting Rights" are the right of an owner of RECs to report the ownership of accumulated RECs in compliance with federal or state law, if applicable, and to a federal or state agency or any other party at its discretion, and include without limitation those REC Reporting Rights accruing under section 1605(b) of the Energy Policy Act of 1992 and any present or future federal, state, or local law, regulation or bill, and international or foreign emissions trading program. "Retained Environmental Financial Incentives" means each of the following financial rebates and incentives that is in effect as of the PPA Effective Date or may come into effect in the future: (1) production, energy, or investment tax credits associated with the development, construction, ownership or operation of the Generating Facility, accelerated depreciation and other financial incentives in the form of credits, reductions or allowances associated with the Generating Facility or the Green Solar Power Purchase Agreement Exhibit A-4 OHSUSA:759335424.1 DOCS 122447-000001/2350583.10 Attributes that may be applied to reduce any state or federal income taxation obligations, including but not limited to the Tax Incentives, and (2) performance-based incentives under applicable state or federal law or utility programs, including but not limited to the Rebate Payments. Without limiting the foregoing, "Retained Environmental Financial Incentives" includes the right to apply for (and entitlement to receive) incentives under any demand-side management, distributed generation or energy efficiency programs offered by a utility company, a third-party provider or the State in which the Generating Facility is located, any incentive offered pursuant to a renewable energy program or any other incentive programs offered by or in the state in which the Generating Facility is located. "SCADA" has the meaning given in Section6(a). "Site" means the Santa Margarita Ecological Reserve, Solar Institute Research Site, Temecula, Southern Riverside County, or such other location agreed to by Power Provider and Purchaser on which the Generating Facility is to be located. "Target Commercial Operation Date" has the meaning given in Section 2(c). "Tax Incentives" means all rights to and to claim federal income tax credits under sections 45 or 48 of the Code (or a cash grant in lieu thereof) and all other federal, state and/or local tax benefits arising from the ownership of the Generating Facility, including without limitation, any special income tax deductions under the Code. "Termination Value" means the dollar amount for the applicable PPA year as shown on Exhibit C and is only in consideration to the initial 20 year term, and not to include any extensions of term. "Utility" means the electric distribution company responsible for electric energy transmission and distribution service at the Site. The Parties acknowledge and agree that, as of the PPA Effective Date, the Utility is Southern California Edison. 2. Rules of Interpretation. Except where otherwise expressly provided or unless the context otherwise necessarily requires: (a) Reference within an Agreement to a given Article, Section, Subsection, clause, Exhibit or Schedule is a reference to an Article, Section, Subsection, clause, Exhibit or Schedule of such Agreement, as the case may be, unless otherwise specified. (b) Reference within an Agreement to the terms "hereof", "herein", "hereto", "hereunder" and "herewith" refer to such Agreement as a whole. Solar Power Purchase Agreement Exhibit A-5 OHSUSA:759335424.1 DOCS 122447-000001/2350583.10 (c) Reference to a given agreement, instrument, document, law, rule or regulation is a reference to that agreement, instrument, document, law, rule or regulation as modified, amended, supplemented and restated through the date as of which such reference is made, and, as to any law, rule or regulation, any successor law, rule or regulation. (d) Accounting terms have the meanings given to them by applicable U.S. generally accepted accounting principles applied on a consistent basis. (e) Reference to a Person includes its successors and permitted assigns. (f) The singular shall include the plural and the masculine shall include the feminine, and vice versa. (g) "Includes" or "including" means "including, for example and without limitation." (h) References to "days" shall mean calendar days, unless the term "Business Days" is used. (i) Preparation of an Agreement has been a joint effort of both Parties thereto and their legal counsel and the resulting document shall not be construed more severely against one of the Parties than against the other. (j) The captions contained in an Agreement are for convenience and reference only and in no way define, describe, extend or limit the scope or intent of the Agreement or the intent of any provision contained therein. (k) Any failure of a Party to enforce any of the provisions of an Agreement or to require compliance with any of its terms at any time during the term of an Agreement shall in no way affect the validity thereof, or any part thereof, and shall not be deemed a waiver of the right of such Party thereafter to enforce any and each of such provisions. Solar Power Purchase Agreement Exhibit A-6 OHSUSA:759335424.1 DOCS 122447-000001/2350583.10 Exhibit B Generating Facility Specifications Purchaser PV Projects Location Size Est. Annual 1S Type Number and Year Type of Module Production Santa Margarita Ecological Reserve 2,250 KW-dc 3,912,548 Solar PV TBD SOLAR Initiative Research Site Solar Power Purchase Agreement Exhibit B- 1 OHSUSA:759335424.1 DOCS 122447-000001/2350583.10 Exhibit C Termination Value Year of Termination Value Contract 1 $6,764,024 2 $6,477,603 3 $6,186,507 4 $5,890,619 5 $5,590,197 6 $5,284,371 7 $4,973,385 8 $4,657,109 9 $4,335,705 10 $4,008,458 11 $3,675,514 12 $3,336,733 13 $2,992,169 14 $2,641,274 15 $2,284,092 16 $1 ,920,465 17 $1 ,550,338 18 $1 ,173,338 19 $ 789,398 20 $ 398,344 Thereafter $ 0 Solar Power Purchase Agreement Exhibit C- 1 OHSUSA:759335424.1 DOCS 122447-000001/2350583.10 Exhibit D [Form of Interconnection Agreement] FORM RULE 21 GENERATOR INTERCONNECTION AGREEMENT (GIA) FOR EXPORTING GENERATING FACILITIES INTERCONNECTING UNDER THE FAST TRACK PROCESS BETWEEN AND SOUTHERN CALIFORNIA EDISON COMPANY PROJECT: SDSU 2 (SCE GFID8284) Solar Power Purchase Agreement Exhibit D- 1 OHSUSA:759335424.1 DOCS 122447-000001/2350583.10 TABLE OF CONTENTS Article 1 Scope and Limitations of Agreement........................................................ 1 1 .1 Applicability............................................................................................... 1 1.2 Purpose .................................................................................................... 2 1.3 No Agreement to Purchase or Deliver Power........................................... 2 1.4 Limitations................................................................................................. 2 1 .5 Responsibilities of the Parties................................................................... 2 1 .6 Parallel Operation Obligations .................................................................. 3 1 .7 Metering.................................................................................................... 3 1.8 Reactive Power......................................................................................... 4 1.9 Capitalized Terms..................................................................................... 4 Article 2 Inspection, Testing, Authorization, and Right of Access........................... 4 2.1 Equipment Testing and Inspection............................................................ 4 2.2 Authorization Required Prior to Parallel Operation ................................... 5 2.3 Right of Access......................................................................................... 5 Article 3 Effective Date, Term, Termination, and Disconnection............................. 6 3.1 Effective Date ........................................................................................... 6 3.2 Term of Agreement................................................................................... 6 3.3 Termination............................................................................................... 6 3.4 Temporary Disconnection......................................................................... 7 Article 4 Cost Responsibility for Interconnection Facilities and Distribution Upgrades............................................................................................................. 9 4.1 Interconnection Facilities .......................................................................... 9 4.2 Distribution Upgrades ............................................................................... 9 Article 5 Cost Responsibility for Network Upgrades.............................................. 10 5.1 Applicability............................................................................................. 10 5.2 Network Upgrades .................................................................................. 10 5.3 [Intentionally Omitted] ............................................................................. 11 5.4 Rights Under Other Agreements............................................................. 11 Article 6 Billing, Payment, Milestones, and Financial Security.............................. 13 6.1 Billing and Payment Procedures and Final Accounting .......................... 13 6.2 Milestones............................................................................................... 13 6.3 Financial Security Arrangements............................................................ 14 Article 7 Assignment, Liability, Indemnity, Uncontrollable Force, Consequential Damages, and Default............................................................... 14 7.1 Assignment............................................................................................. 14 7.2 Limitation of Liability ............................................................................... 15 7.3 Indemnity ................................................................................................ 15 Solar Power Purchase Agreement Exhibit D-2 OHSUSA:759335424.1 DOCS 122447-000001/2350583.10 7.4 Consequential Damages......................................................................... 16 7.5 Uncontrollable Force............................................................................... 16 7.6 Default .................................................................................................... 17 Article 8 Insurance................................................................................................ 17 8.1 General Liability and Additional Insurance.............................................. 17 8.2 Maintenance of Insurance....................................................................... 18 8.3 Notification.............................................................................................. 18 Article 9 Confidentiality ......................................................................................... 18 9.1 Definition of Confidential Information ...................................................... 18 Article10 Disputes.................................................................................................. 20 10.1 Dispute Resolution.................................................................................. 20 Article11 Taxes...................................................................................................... 20 Article 12 Miscellaneous......................................................................................... 20 12.1 Governing Law, Regulatory Authority, and Rules ................................... 20 12.2 Amendment ............................................................................................ 20 12.3 No Third-Party Beneficiaries................................................................... 20 12.4 Waiver..................................................................................................... 21 12.5 Entire Agreement.................................................................................... 21 12.6 Multiple Counterparts.............................................................................. 21 12.7 No Partnership........................................................................................ 21 12.8 Severability ............................................................................................. 21 12.9 CPUC Modification ................................................................................. 23 12.10 Review of Records and Data .................................................................. 23 Article13 Notices.................................................................................................... 23 13.1 General................................................................................................... 23 13.2 Billing and Payment................................................................................ 24 13.3 Alternative Forms of Notice..................................................................... 24 13.4 Designated Operating Representative.................................................... 25 13.5 Changes to the Notice Information ......................................................... 25 Article14 Signatures............................................................................................... 26 Attachment 1 —Glossary of Terms Attachment 2 — Description and Costs of the Generating Facility, Interconnection Facilities, and Metering Equipment Attachment 3 — One-line Diagram Depicting the Generating Facility, Interconnection Facilities, Metering Equipment, and Upgrades Solar Power Purchase Agreement Exhibit D-3 OHSUSA:759335424.1 DOCS 122447-000001/2350583.10 Attachment 4—Milestones Attachment 5 — Additional Operating Requirements for the Distribution Provider's Distribution System and Affected Systems Needed to Support the Interconnection Customer's Needs Attachment 6—Distribution Provider's Description of its Upgrades and Cost Responsibility Solar Power Purchase Agreement Exhibit D-4 OHSUSA:759335424.1 DOCS 122447-000001/2350583.10 This Interconnection Agreement ("Agreement" or"GIA") is made and entered into this day of 2016, by Southern California Edison Company ("Distribution Provider"), and ("Interconnection Customer") each hereinafter sometimes referred to individually as"Party"or both referred to collectively as the "Parties." Distribution Provider Information Distribution Provider: Southern California Edison Company Attention: Grid Contract Management Address: 2244 Walnut Grove Avenue City: State: Zip: Rosemead, California 91770 Phone: (626)302-9640 Fax: (626)302-1152 Interconnection Customer Information Interconnection Customer: Attention: Address: City: State: Zip: Phone: Fax: Interconnection Customer Application No: GFID8284 WHEREAS,Interconnection Customer proposes to interconnect to the Distribution System; WHEREAS, the basis for the Parties entering into this Agreement is that Interconnection Customer is a Qualifying Facility ("QF") and will sell all of its exports to the grid to the Distribution Provider under a power purchase agreement("PPA") entered into pursuant to the Public Utility Regulatory Policies Act of 1978 ("PURPA");or WHEREAS,the basis for the Parties entering into this Agreement is: Interconnection Customer has complied with the Fast Track Process pursuant to Section F.2 of Rule 21. Interconnection Customer represents that, as of the date of this GIA, it does not have an agreement to sell or deliver power. Notwithstanding this fact, the Interconnection Customer wishes to continue the interconnection process and enter into this GIA. THEREFORE,in consideration of the mutual covenants set forth herein,the Parties agree as follows: Article 1 Scope and Limitations of Agreement 1.1 Applicability This Agreement shall be used for an interconnection governed by the Distribution Provider's California Public Utilities Commission ("CPUC") approved Electric Rule 21 ("Rule 21") of a Generating Facility that sells all of its exports to the grid to the Distribution Provider. This Agreement is not applicable to NEM Producers, Non-Export Producers and non-compensated exporting Producers. Solar Power Purchase Agreement Exhibit D- 1 OHSUSA:759335424.1 DOCS 122447-000001/2350583.10 1.2 Purpose This Agreement incorporates in its entirety the Distribution Provider's Rule 21, subject to any modifications the CPUC may direct in the exercise of its jurisdiction. This Agreement governs the terms and conditions under which the Interconnection Customer's Generating Facility will interconnect with, and operate in parallel with, the Distribution Provider's Distribution System. In the event of inconsistency between this Agreement and the terms of Rule 21, the provisions of the latter shall control. 1.3 No Agreement to Purchase or Deliver Power This Agreement does not constitute an agreement to purchase or deliver the Interconnection Customer's power. The purchase or delivery of power and other services that the Interconnection Customer may require will be covered under separate agreements, if any. The Interconnection Customer will be responsible for separately making all necessary arrangements (including scheduling) for delivery of electricity. 1.4 Limitations Nothing in this Agreement is intended to affect any other agreement between the Distribution Provider and the Interconnection Customer. 1.5 Responsibilities of the Parties 1.5.1 The Parties shall perform all obligations of this Agreement in accordance with all Applicable Laws and Regulations, Operating Requirements, and Good Utility Practice. 1.5.2 The Interconnection Customer shall construct, interconnect, operate and maintain its Generating Facility and construct, operate, and maintain its Interconnection Facilities in accordance with the applicable manufacturer's recommended maintenance schedule, and in accordance with this Agreement, and with Good Utility Practice. 1.5.3 The Distribution Provider shall construct, operate, and maintain its Distribution System, Transmission System, Interconnection Facilities, Distribution Upgrades and Network Upgrades in accordance with this Agreement, and with Good Utility Practice. 1.5.4 The Interconnection Customer agrees to construct its facilities or systems in accordance with applicable specifications that meet or exceed those provided by the National Electrical Safety Code, the American National Standards Institute, IEEE, Underwriter's Laboratory, and Operating Requirements in effect at the time of construction and other applicable national and state codes and standards. The Interconnection Customer agrees to design, install, maintain, and Solar Power Purchase Agreement Exhibit D-2 OHSUSA:759335424.1 DOCS 122447-000001/2350583.10 operate its Generating Facility so as to reasonably minimize the likelihood of a disturbance adversely affecting or impairing the system or equipment of the Distribution Provider and any Affected Systems. The Interconnection Customer shall comply with the Distribution Provider's Interconnection Handbook. In the event of a conflict between the terms of this GIA and the terms of the Distribution Provider's Interconnection Handbook, the terms in this GIA shall govern. 1.5.5 Each Party shall operate, maintain,repair, and inspect, and shall be fully responsible for the facilities that it now or subsequently may own unless otherwise specified in the Attachments to this Agreement. Each Party shall be responsible for the safe installation, maintenance, repair and condition of their respective lines and appurtenances on their respective sides of the point of change of ownership. The Distribution Provider and the Interconnection Customer, as appropriate, shall provide Interconnection Facilities that adequately protect the Distribution Provider's Transmission System, Distribution System, personnel, and other persons from damage and injury. The allocation of responsibility for the design, installation, operation, maintenance and ownership of Interconnection Facilities shall be delineated in the Attachments to this Agreement. 1.5.6 The Distribution Provider shall coordinate with Affected Systems to support the interconnection. 1.5.7 The Interconnection Customer shall maintain QF status during the term of this Agreement. 1.6 Parallel Operation Obligations Once the Generating Facility has been authorized to commence parallel operation, the Interconnection Customer shall abide by all rules and procedures pertaining to the parallel operation of the Generating Facility in the applicable balancing authority area, including, but not limited to; 1) the rules and procedures concerning the operation of generation set forth in Rule 21 or by the applicable system operator(s) for the Distribution Provider's Distribution System and; 2) the Operating Requirements set forth in Attachment 5 of this Agreement. 1.7 Metering The Interconnection Customer shall be responsible for the Distribution Provider's reasonable and necessary cost for the purchase, installation, operation, maintenance, testing, repair, and replacement of metering and data acquisition equipment specified in Attachments 2 and 3 of this Agreement. The Interconnection Customer's metering (and Solar Power Purchase Agreement Exhibit D-3 OHSUSA:759335424.1 DOCS 122447-000001/2350583.10 data acquisition, as required) equipment shall conform to applicable industry rules and Operating Requirements. Nothing in this provision replaces or alters the metering requirements in the Interconnection Customer's PPA. 1.8 Reactive Power 1.8.1 The Interconnection Customer shall design its Generating Facility to maintain a composite power delivery at continuous rated power output at the Point of Interconnection and the Generating Facility shall be capable of operating within a power factor range of 0.9 leading to 0.9 lagging, unless the Distribution Provider has established different requirements that apply to all similarly situated generators in the balancing authority area on a comparable basis. Operation outside this range is acceptable provided the reactive power of the Generating Facility is used to meet the reactive power needs of the Host Loads or that reactive power is otherwise provided under tariff by Distribution Provider. The Interconnection Customer shall notify Distribution Provider if it is using the Generating Facility for power factor correction. Unless otherwise agreed upon by the Interconnection Customer and Distribution Provider, Generating Facilities shall automatically regulate power factor, not voltage, while operating in parallel with Distribution Provider's Distribution System. 1.9 Capitalized Terms Capitalized terms used herein shall have the meanings specified in the Glossary of Terms in Attachment 1 or the body of this Agreement. Article 2 Inspection, Testing,Authorization, and Right of Access 2.1 Equipment Testing and Inspection 2.1.1 Pursuant to Rule 21, the Interconnection Customer shall test and inspect its Generating Facility and Interconnection Facilities prior to interconnection. The Interconnection Customer shall notify the Distribution Provider of such activities no fewer than five Business Days (or as may be agreed to by the Parties) prior to such testing and inspection. Testing and inspection shall occur on a Business Day. The Distribution Provider may, at its own expense, send qualified personnel to the Generating Facility site to inspect the interconnection and observe the testing. The Interconnection Customer shall provide the Distribution Provider a written test report when such testing and inspection is completed. 2.1.2 The Distribution Provider shall provide the Interconnection Customer written acknowledgment that it has received the Interconnection Solar Power Purchase Agreement Exhibit D-4 OHSUSA:759335424.1 DOCS 122447-000001/2350583.10 Customer's written test report. Such written acknowledgment shall not be deemed to be or construed as any representation, assurance, guarantee, or warranty by the Distribution Provider of the safety, durability, suitability, or reliability of the Generating Facility or any associated control, protective, and safety devices owned or controlled by the Interconnection Customer or the quality of power produced by the Generating Facility. 2.2 Authorization Required Prior to Parallel Operation 2.2.1 The Distribution Provider shall use Reasonable Efforts to list applicable parallel operation requirements in Attachment 5 of this Agreement. Additionally, the Distribution Provider shall notify the Interconnection Customer of any changes to these requirements as soon as they are known. The Distribution Provider shall make Reasonable Efforts to cooperate with the Interconnection Customer in meeting requirements necessary for the Interconnection Customer to commence parallel operations by the in-service date. 2.2.2 The Interconnection Customer shall not operate its Generating Facility in parallel with the Distribution Provider's Distribution System without prior written authorization of the Distribution Provider. The Distribution Provider will provide such authorization once the Distribution Provider receives notification that the Interconnection Customer has complied with all applicable parallel operation requirements. Such authorization shall not be unreasonably withheld, conditioned, or delayed. 2.3 Right of Access 2.3.1 Upon reasonable notice, the Distribution Provider may send a qualified person to the premises of the Interconnection Customer at or immediately before the time the Generating Facility first operates in parallel to inspect the interconnection, and observe the commissioning of the Generating Facility (including any required testing), startup, and operation for a period of up to three (3) Business Days after initial start- up of the unit. In addition, the Interconnection Customer shall notify the Distribution Provider at least five (5) Business Days prior to conducting any on-site verification testing of the Generating Facility. 2.3.2 Following the initial inspection process described above, at reasonable hours, and upon reasonable notice, or at any time without notice in the event of an emergency or hazardous condition, the Distribution Provider shall have access to the Interconnection Customer's premises for any reasonable purpose in connection with the performance of the Solar Power Purchase Agreement Exhibit D-5 OHSUSA:759335424.1 DOCS 122447-000001/2350583.10 obligations imposed on it by this Agreement or if necessary to meet its legal obligation to provide service to its customers. 2.3.3 Costs associated with this Article are subject to the relevant provisions of Rule 21. Article 3 Effective Date,Term, Termination, and Disconnection 3.1 Effective Date This Agreement shall become effective upon execution by the Parties. 3.2 Term of Agreement This Agreement shall become effective on the Effective Date and shall remain in effect for a period of years from the Effective Date or such other longer period as the Parties may agree and shall be automatically renewed for each successive one-year period thereafter, unless terminated earlier in accordance with article 3.3 of this Agreement. 3.3 Termination No termination shall become effective until the Parties have complied with all Applicable Laws and Regulations applicable to such termination. 3.3.1 The Interconnection Customer may terminate this Agreement at any time by giving the Distribution Provider twenty (20) Business Days written notice. 3.3.2 Either Party may terminate this Agreement after Default pursuant to article 7.6. 3.3.3 In addition, if the basis for Rule 21 applicability for this interconnection is based on the Interconnection Customer maintaining QF status and selling all its exports to the grid to Distribution Provider under a PURPA PPA, then this provision applies and Distribution Provider may terminate this Agreement if Interconnection Customer fails to maintain its QF status for the term of this Agreement or upon termination of Interconnection Customer's PURPA PPA. 3.3.3.1 If Section 3.3.3 applies, Interconnection Customer is responsible for maintaining QF status and must notify Distribution Provider sixty (60) Calendar Days in advance of Interconnection Customer failing to maintain its QF status, selling to a third-party, or termination of its PURPA PPA. If Interconnection Customer fails to provide such notice, it is wholly responsible for any penalties incurred from any Solar Power Purchase Agreement Exhibit D-6 OHSUSA:759335424.1 DOCS 122447-000001/2350583.10 Governmental Authority or the California Independent System Operator Corporation ("CAISO"), including penalties and charges incurred by the Distribution Provider, as a result of this failure to notify the Distribution Provider. 3.3.3.2 If Interconnection Customer is no longer eligible for a Rule 21 interconnection then Distribution Provider may terminate this Agreement. 3.3.4 Upon termination of this Agreement, the Generating Facility will be disconnected from the Distribution Provider's Distribution System. All costs required to effectuate such disconnection shall be borne by the terminating Party, unless such termination resulted from the non- terminating Party's Default of this GIA or such non-terminating Party otherwise is responsible for these costs under this GIA. 3.3.5 The termination of this Agreement shall not relieve either Party of its liabilities and obligations, owed or continuing at the time of the termination. 3.3.6 This provisions of this article shall survive termination or expiration of this Agreement. 3.3.7 If the Generating Facility no longer falls within the scope and description provided in Section 1.1 of this Agreement, this Agreement is terminated. 3.4 Temporary Disconnection Temporary disconnection shall continue only for so long as reasonably necessary under Good Utility Practice. 3.4.1 Emergency Conditions -- "Emergency Condition" shall mean a condition or situation: (1) that in the judgment of the Party making the claim is imminently likely to endanger life or property; or(2) that, in the case of the Distribution Provider, is imminently likely (as determined in a non-discriminatory manner) to cause a material adverse effect on the security of, or damage to the Distribution System, the Distribution Provider's Interconnection Facilities or any Affected Systems(s); or (3) that, in the case of the Interconnection Customer, is imminently likely (as determined in a non-discriminatory manner) to cause a material adverse effect on the security of, or damage to, the Generating Facility or the Interconnection Customer's Interconnection Facilities. Under Emergency Conditions, the Distribution Provider may immediately suspend interconnection service and temporarily disconnect the Generating Facility. The Distribution Provider shall notify the Solar Power Purchase Agreement Exhibit D-7 OHSUSA:759335424.1 DOCS 122447-000001/2350583.10 Interconnection Customer promptly when it becomes aware of an Emergency Condition that may reasonably be expected to affect the Interconnection Customer's operation of the Generating Facility. The Interconnection Customer shall notify the Distribution Provider promptly when it becomes aware of an Emergency Condition that may reasonably be expected to affect the Distribution Provider's Distribution System or any Affected Systems. To the extent information is known, the notification shall describe the Emergency Condition, the extent of the damage or deficiency, the expected effect on the operation of both Parties' facilities and operations, its anticipated duration, and the necessary corrective action. 3.4.2 Routine Maintenance, Construction, and Repair. The Distribution Provider may interrupt interconnection service or curtail the output of the Generating Facility and temporarily disconnect the Generating Facility from the Distribution Provider's Distribution System when necessary for routine maintenance, construction, and repairs on the Distribution Provider's Distribution System and/or Transmission System. The Distribution Provider shall provide the Interconnection Customer with five Business Days notice prior to such interruption. The Distribution Provider shall use Reasonable Efforts to coordinate such reduction or temporary disconnection with the Interconnection Customer. 3.4.3 Forced Outages. During any forced outage, the Distribution Provider may suspend interconnection service to effect immediate repairs on the Distribution Provider's Distribution System and/or Transmission System. The Distribution Provider shall use Reasonable Efforts to provide the Interconnection Customer with prior notice. If prior notice is not given, the Distribution Provider shall, upon request, provide the Interconnection Customer written documentation after the fact explaining the circumstances of the disconnection. 3.4.4 Adverse Operating Effects. The Distribution Provider shall notify the Interconnection Customer as soon as practicable if, based on Good Utility Practice, operation of the Generating Facility may cause disruption or deterioration of service to other customers served from the same electric system, or if operating the Generating Facility could cause damage to the Distribution Provider's Distribution System or Affected Systems. Supporting documentation used to reach the decision to disconnect shall be provided to the Interconnection Customer upon request. If, after notice, the Interconnection Customer fails to remedy the adverse operating effect within a reasonable time, the Distribution Provider may disconnect the Generating Facility. The Distribution Provider shall provide the Interconnection Customer with five Business Solar Power Purchase Agreement Exhibit D-8 OHSUSA:759335424.1 DOCS 122447-000001/2350583.10 Day notice of such disconnection, unless the provisions of article 3.4.1 apply. 3.4.5 Modification of the Generating Facility. The Interconnection Customer must receive written authorization from the Distribution Provider before making any change to the Generating Facility that may have a material impact on the safety or reliability of the Distribution System and/or the Transmission System. Such authorization shall not be unreasonably withheld. Modifications shall be done in accordance with Good Utility Practice. If the Interconnection Customer makes such modification without the Distribution Provider's prior written authorization, the latter shall have the right to temporarily disconnect the Generating Facility. 3.4.6 Reconnection. The Parties shall cooperate with each other to restore the Generating Facility, Interconnection Facilities, and the Distribution Provider's Distribution System and/or Transmission System to their normal operating state as soon as reasonably practicable following a temporary disconnection. Article 4 Cost Responsibility for Interconnection Facilities and Distribution Upgrades 4.1 Interconnection Facilities 4.1.1 The Interconnection Customer shall pay for the cost of the Interconnection Facilities itemized in Attachment 2 of this Agreement. The Distribution Provider shall provide a best estimate cost, including overheads, for the purchase and construction of its Interconnection Facilities and provide a detailed itemization of such costs. Costs associated with Interconnection Facilities may be shared with other entities that may benefit from such facilities by agreement of the Interconnection Customer, such other entities, and the Distribution Provider. 4.1.2 The Interconnection Customer shall be responsible for its share of all reasonable expenses, including overheads, associated with (1) owning, operating, maintaining, repairing, and replacing its own Interconnection Facilities, and (2) operating, maintaining, repairing, and replacing the Distribution Provider's Interconnection Facilities. 4.2 Distribution Upgrades The Distribution Provider shall design, procure, construct, install, and own the Distribution Upgrades described in Attachment 6 of this Agreement. If the Distribution Provider and the Interconnection Customer agree, the Interconnection Customer may construct Distribution Upgrades that are located on land owned by the Interconnection Solar Power Purchase Agreement Exhibit D-9 OHSUSA:759335424.1 DOCS 122447-000001/2350583.10 Customer. The actual cost of the Distribution Upgrades, including overheads, shall be directly assigned to the Interconnection Customer. Article 5 Cost Responsibility for Network Upgrades 5.1 Applicability No portion of this Article 5 shall apply unless the interconnection of the Generating Facility requires Network Upgrades. 5.2 Network Upgrades The Distribution Provider or the Distribution Owner shall design, procure, construct, install, and own the Network Upgrades described in Attachment 6 of this Agreement. If the Distribution Provider and the Interconnection Customer agree, the Interconnection Customer may construct Network Upgrades that are located on land owned by the Interconnection Customer. Unless the Distribution Provider elects to pay for Network Upgrades, the actual cost of the Network Upgrades, including overheads, shall be borne by the Interconnection Customer unless Section 5.2.1 directs otherwise. 5.2.1 Repayment of Amounts Advanced for Network Upgrades.-To the extent that the CAISO Tariff, currently Section 12.3.2 of Appendix Y, provides for cash repayment to interconnection customers for contribution to the cost of Network Upgrades, the Interconnection Customer shall be entitled to a cash repayment, equal to the total amount paid to the Distribution Provider and Affected System operator, if any, for Network Upgrades, including any tax gross-up or other tax- related payments associated with the Network Upgrades, and not otherwise refunded to the Interconnection Customer, to be paid to the Interconnection Customer on a dollar-for-dollar basis for the non-usage sensitive portion of transmission charges, as payments are made under the Distribution Provider's Tariff and Affected System's Tariff for transmission services with respect to the Generating Facility. Any repayment shall include interest calculated in accordance with the methodology set forth in FERC's regulations at 18 C.F.R. §35.19a(a)(2)(iii) from the date of any payment for Network Upgrades through the date on which the Interconnection Customer receives a repayment of such payment pursuant to this subparagraph. The Interconnection Customer may assign such repayment rights to any person. To the extent that the CAISO Tariff does not provide for cash repayment to interconnection customers for contribution to the cost of Network Upgrades, Interconnection Customer is not entitled to a cash repayment for amounts paid to the Distribution Provider and Affected System operator for Network Upgrades, and no cash repayment shall be made pursuant to this Agreement. Solar Power Purchase Agreement Exhibit D- 10 OHSUSA:759335424.1 DOCS 122447-000001/2350583.10 5.2.1.1 If the Interconnection Customer is entitled to a cash repayment pursuant to Article 5.2.1, the Interconnection Customer, the Distribution Provider, and any applicable Affected System operators may adopt any alternative payment schedule that is mutually agreeable so long as the Distribution Provider and said Affected System operators take one of the following actions no later than five years from the Commercial Operation Date: (1) return to the Interconnection Customer any amounts advanced for Network Upgrades not previously repaid, or (2) declare in writing that the Distribution Provider or any applicable Affected System operators will continue to provide payments to the Interconnection Customer on a dollar-for- dollar basis for the non-usage sensitive portion of transmission charges, or develop an alternative schedule that is mutually agreeable and provides for the return of all amounts advanced for Network Upgrades not previously repaid; however, full reimbursement shall not extend beyond twenty (20) years from the commercial operation date. 5.2.1.2 If the Generating Facility fails to achieve commercial operation, but it or another generating facility is later constructed and requires use of the Network Upgrades, the Distribution Provider and Affected System operator shall at that time reimburse the Interconnection Customer for the amounts advanced for the Network Upgrades if the Interconnection Customer is entitled to a cash repayment pursuant to Article 5.2.1. Before any such reimbursement can occur, the Interconnection Customer, or the entity that ultimately constructs the generating facility, if different, is responsible for identifying the entity to which reimbursement must be made. 5.3 FIntentionally Omitted] 5.4 Rights Under Other Agreements Notwithstanding any other provision of this Agreement,nothing herein shall be construed as relinquishing or foreclosing any rights, including but not limited to firm transmission rights, capacity rights, transmission congestion rights, or transmission credits, that the Interconnection Customer shall be entitled to, now or in the future, under any other agreement or tariff as a result of, or otherwise associated with, the transmission capacity, if any, created by the Network Upgrades, including the right to obtain cash reimbursements or transmission credits for transmission service that is not associated with the Generating Facility. Solar Power Purchase Agreement Exhibit D- 11 OHSUSA:759335424.1 DOCS 122447-000001/2350583.10 Solar Power Purchase Agreement Exhibit D- 12 OHSUSA:759335424.1 DOCS 122447-000001/2350583.10 Article 6 Billing,Payment,Milestones, and Financial Security 6.1 Billing and Payment Procedures and Final Accounting 6.1.1 The Distribution Provider shall bill the Interconnection Customer for the design, engineering, construction, and procurement costs, including any applicable taxes, of Interconnection Facilities and Upgrades contemplated by this Agreement on a monthly basis, or as otherwise agreed by the Parties. The Interconnection Customer shall pay each bill within 30 calendar days of receipt, or as otherwise agreed to by the Parties. 6.1.2 Within three months of completing the construction and installation of the Distribution Provider's Interconnection Facilities and/or Upgrades described in the Attachments to this Agreement, the Distribution Provider shall provide the Interconnection Customer with a final accounting report of any difference between (1) the Interconnection Customer's cost responsibility for the actual cost of such facilities or Upgrades, and (2) the Interconnection Customer's previous aggregate payments to the Distribution Provider for such facilities or Upgrades. If the Interconnection Customer's cost responsibility exceeds its previous aggregate payments, the Distribution Provider shall invoice the Interconnection Customer for the amount due and the Interconnection Customer shall make payment to the Distribution Provider within 30 calendar days. If the Interconnection Customer's previous aggregate payments exceed its cost responsibility under this Agreement, the Distribution Provider shall refund to the Interconnection Customer an amount equal to the difference within 30 calendar days of the final accounting report. 6.2 Milestones The Parties shall agree on milestones for which each Party is responsible and list them in Attachment 4 of this Agreement. A Party's obligations under this provision may be extended by agreement. If a Party anticipates that it will be unable to meet a milestone for any reason other than a Uncontrollable Force Event, it shall immediately notify the other Party of the reason(s) for not meeting the milestone and (1) propose the earliest reasonable alternate date by which it can attain this and future milestones, and (2) requesting appropriate amendments to Attachment 4. The Party affected by the failure to meet a milestone shall not unreasonably withhold agreement to such an amendment unless it will suffer significant uncompensated economic or operational harm from the delay, (2) attainment of the same milestone has previously been delayed, or (3) it has reason to believe that the delay in meeting the milestone is intentional or unwarranted notwithstanding the circumstances explained by the Party proposing the amendment. Solar Power Purchase Agreement Exhibit D- 13 OHSUSA:759335424.1 DOCS 122447-000001/2350583.10 6.3 Financial SecuritArrangements At least 20 Business Days prior to the commencement of the design, procurement, installation, or construction of a discrete portion of the Distribution Provider's Interconnection Facilities and Upgrades, the Interconnection Customer shall provide the Distribution Provider, at the Interconnection Customer's option, a guarantee, a surety bond, letter of credit or other form of security that is reasonably acceptable to the Distribution Provider and is consistent with the Uniform Commercial Code of the jurisdiction where the Point of Interconnection is located. Such security for payment shall be in an amount sufficient to cover the costs for constructing, designing, procuring, and installing the applicable portion of the Distribution Provider's Interconnection Facilities and Upgrades and shall be reduced on a dollar-for-dollar basis for payments made to the Distribution Provider under this Agreement during its term_ In addition: 6.3.1 The guarantee must be made by an entity that meets the creditworthiness requirements of the Distribution Provider, and contain terms and conditions that guarantee payment of any amount that may be due from the Interconnection Customer, up to an agreed-to maximum amount. 6.3.2 The letter of credit or surety bond must be issued by a financial institution or insurer reasonably acceptable to the Distribution Provider and must specify a reasonable expiration date. Article 7 Assignment, Liability, Indemnity, Uncontrollable Force, Consequential Damages, and Default 7.1 Assignment This Agreement may be assigned by either Party upon fifteen (15) Business Days prior written notice and opportunity to object by the other Party; provided that: 7.1.1 Either Party may assign this Agreement without the consent of the other Party to any affiliate of the assigning Party with an equal or greater credit rating and with the legal authority and operational ability to satisfy the obligations of the assigning Party under this Agreement, provided that the Interconnection Customer promptly notifies the Distribution Provider of any such assignment; 7.1.2 The Interconnection Customer shall have the right to assign this Agreement, without the consent of the Distribution Provider, for collateral security purposes to aid in providing financing for the Generating Facility, provided that the Interconnection Customer will promptly notify the Distribution Provider of any such assignment. Solar Power Purchase Agreement Exhibit D- 14 OHSUSA:759335424.1 DOCS 122447-000001/2350583.10 7.1.3 Any attempted assignment that violates this article is void and ineffective. Assignment shall not relieve a Party of its obligations, nor shall a Party's obligations be enlarged, in whole or in part, by reason thereof. An assignee is responsible for meeting the same financial, credit, and insurance obligations as the Interconnection Customer. Where required, consent to assignment will not be unreasonably withheld, conditioned or delayed. 7.2 Limitation of Liability Each Party's liability to the other Party for any loss, cost, claim, injury, liability, or expense, including reasonable attorney's fees, relating to or arising from any act or omission in its performance of this Agreement, shall be limited to the amount of direct damage actually incurred. In no event shall either Party be liable to the other Party for any indirect, special, consequential, or punitive damages, except as authorized by this Agreement. 7.3 Indemnity 7.3.1 This provision protects each Party from liability incurred to third parties as a result of carrying out the provisions of this Agreement. Liability under this provision is exempt from the general limitations on liability found in article 7.2. 7.3.2 The Parties shall at all times indemnify, defend, and hold the other Party harmless from, any and all damages, losses, claims, including claims and actions relating to injury to or death of any person or damage to property, demand, suits, recoveries, costs and expenses, court costs, attorney fees, and all other obligations by or to third parties, arising out of or resulting from the other Party's action or failure to meet its obligations under this Agreement on behalf of the indemnifying Party, except in cases of gross negligence or intentional wrongdoing by the indemnified Party. 7.3.3 If an indemnified person is entitled to indemnification under this article as a result of a claim by a third party, and the indemnifying Party fails, after notice and reasonable opportunity to proceed under this article, to assume the defense of such claim, such indemnified person may at the expense of the indemnifying Party contest, settle or consent to the entry of any judgment with respect to, or pay in full, such claim. 7.3.4 If an indemnifying party is obligated to indemnify and hold any indemnified person harmless under this article, the amount owing to the indemnified person shall be the amount of such indemnified person's actual loss, net of any insurance or other recovery. Solar Power Purchase Agreement Exhibit D- 15 OHSUSA:759335424.1 DOCS 122447-000001/2350583.10 7.3.5 Promptly after receipt by an indemnified person of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in this article may apply, the indemnified person shall notify the indemnifying party of such fact. Any failure of or delay in such notification shall not affect a Party's indemnification obligation unless such failure or delay is materially prejudicial to the indemnifying party. 7.4 Consequential Damages Other than as expressly provided for in this Agreement, neither Party shall be liable under any provision of this Agreement for any losses, damages, costs or expenses for any special, indirect, incidental, consequential, or punitive damages, including but not limited to loss of profit or revenue, loss of the use of equipment, cost of capital, cost of temporary equipment or services, whether based in whole or in part in contract, in tort, including negligence, strict liability, or any other theory of liability; provided, however, that damages for which a Party may be liable to the other Party under another agreement will not be considered to be special, indirect, incidental, or consequential damages hereunder. 7.5 Uncontrollable Force 7.5.1 As used in this article, an Uncontrollable Force Event shall mean "any act of God, labor disturbance, act of the public enemy, war, insurrection, riot, fire, storm, flood, earthquake, explosion, breakage or accident to machinery or equipment, any curtailment, order, regulation or restriction imposed by governmental, military or lawfully established civilian authorities, or any other cause beyond the reasonable control of the Distribution Provider or Interconnection Customer which could not be avoided through the exercise of Good Utility Practice. An Uncontrollable Force Event does not include an act of negligence or intentional wrongdoing by the Party claiming Uncontrollable Force." 7.5.2 If an Uncontrollable Force Event prevents a Party from fulfilling any obligations under this Agreement, the Party affected by the Uncontrollable Force Event (Affected Party) shall promptly notify the other Party, either in writing or via the telephone, of the existence of the Uncontrollable Force Event. The notification must specify in reasonable detail the circumstances of the Uncontrollable Force Event, its expected duration, and the steps that the Affected Party is taking to mitigate the effects of the event on its performance. The Affected Party shall keep the other Party informed on a continuing basis of developments relating to the Uncontrollable Force Event until the event ends. The Affected Party will be entitled to suspend or modify its performance of obligations under this Agreement (other than the Solar Power Purchase Agreement Exhibit D- 16 OHSUSA:759335424.1 DOCS 122447-000001/2350583.10 obligation to make payments) only to the extent that the effect of the Uncontrollable Force Event cannot be mitigated by the use of Reasonable Efforts. The Affected Party will use Reasonable Efforts to resume its performance as soon as possible. 7.6 Default 7.6.1 No Default shall exist where such failure to discharge an obligation (other than the payment of money) is the result of an Uncontrollable Force Event as defined in this Agreement or the result of an act or omission of the other Party. Upon a Default, the non-defaulting Party shall give written notice of such Default to the defaulting Party. Except as provided in article 7.6.2, the defaulting Party shall have 60 calendar days from receipt of the Default notice within which to cure such Default; provided however, if such Default is not capable of cure within 60 calendar days, the defaulting Party shall commence such cure within 20 calendar days after notice and continuously and diligently complete such cure within six months from receipt of the Default notice; and, if cured within such time, the Default specified in such notice shall cease to exist. 7.6.2 If a Default is not cured as provided in this article, or if a Default is not capable of being cured within the period provided for herein, the non- defaulting Party shall have the right to terminate this Agreement by written notice at any time until cure occurs, and be relieved of any further obligation hereunder and, whether or not that Party terminates this Agreement, to recover from the defaulting Party all amounts due hereunder, plus all other damages and remedies to which it is entitled at law or in equity. The provisions of this article will survive termination of this Agreement. Article 8 Insurance 8.1 General Liability and Additional Insurance The Interconnection Customer shall, at its own expense, maintain in force general liability insurance without any exclusion for liabilities related to the interconnection undertaken pursuant to this Agreement. The amount of such insurance shall be sufficient to insure against all reasonably foreseeable direct liabilities given the size and nature of the generating equipment being interconnected, the interconnection itself, and the characteristics of the system to which the interconnection is made. The Interconnection Customer shall obtain additional insurance only if necessary as a function of owning and operating a generating facility. Such insurance shall be obtained from an insurance provider authorized to do business in California. Certification that such insurance is in effect shall be provided upon request of the Distribution Provider, except that the Solar Power Purchase Agreement Exhibit D- 17 OHSUSA:759335424.1 DOCS 122447-000001/2350583.10 Interconnection Customer shall show proof of insurance to the Distribution Provider no later than ten (10) Business Days prior to the anticipated Parallel Operation date. An Interconnection Customer of sufficient credit-worthiness may propose to self-insure for such liabilities, and such a proposal shall not be unreasonably rejected. 8.2 Maintenance of Insurance The Distribution Provider agrees to maintain general liability insurance or self-insurance consistent with the Distribution Provider's commercial practice. Such insurance or self- insurance shall not exclude coverage for the Distribution Provider's liabilities undertaken pursuant to this Agreement. 8.3 Notification The Parties further agree to notify each other whenever an accident or incident occurs resulting in any injuries or damages that are included within the scope of coverage of such insurance, whether or not such coverage is sought. Article 9 Confidentiality 9.1 Definition of Confidential Information The confidentiality provisions applicable to this Agreement are set forth in Section D.7, Confidentiality of Rule 21 and in the following provisions included in this Article. 9.1.1 Release of Confidential Information. Neither Party shall release or disclose Confidential Information to any other person, employees, consultants, or to parties who may be or considering providing financing to or equity participation with Interconnection Customer, or to potential purchasers or assignees of Interconnection Customer, on a need-to-know basis in connection with these procedures, unless such person has first been advised of the confidentiality provisions of this Article and has agreed to comply with such provisions. Notwithstanding the foregoing, a Party providing Confidential Information to any person shall remain primarily responsible for any release of Confidential Information in contravention of this Article. 9.1.2 Rights. Each Party retains all rights, title, and interest in the Confidential Information that each Party discloses to the other Party. The disclosure by each Party to the other Party of Confidential Information shall not be deemed a waiver by either Party or any other person or entity of the right to protect the Confidential Information from public disclosure. 9.1.3 No Warranties. By providing Confidential Information, neither Party makes any warranties or representations as to its accuracy or completeness. In addition, by supplying Confidential Information, Solar Power Purchase Agreement Exhibit D- 18 OHSUSA:759335424.1 DOCS 122447-000001/2350583.10 neither Party obligates itself to provide any particular information or Confidential Information to the other Party nor to enter into any further agreements or proceed with any other relationship or joint venture. 9.1.4 Standard of Care. Each Party shall use at least the same standard of care to protect Confidential Information it receives as it uses to protect its own Confidential Information from unauthorized disclosure, publication or dissemination; however, in no case shall a Party use less than reasonable care in protecting Confidential Information. Each Party may use Confidential Information solely to fulfill its obligations to the other Party under this Agreement or its regulatory requirements. 9.1.5 Order of Disclosure. If a court or a Government Authority or entity with the right, power, and apparent authority to do so requests or requires either Party, by subpoena, oral deposition, interrogatories, requests for production of documents, administrative order, or otherwise, to disclose Confidential Information, that Party shall provide the other Party with prompt notice of such request(s) or requirement(s) so that the other Party may seek an appropriate protective order or waive compliance. Notwithstanding the absence of a protective order or waiver, the Party may disclose such Confidential Information which, in the opinion of its counsel, the Party is legally compelled to disclose. Each Party will use Reasonable Efforts to obtain reliable assurance that confidential treatment will be accorded any Confidential Information so furnished. 9.1.6 Remedies. The Parties agree that monetary damages would be inadequate to compensate a Party for the other Party's Breach of its obligations under this Article. Each Party accordingly agrees that the other Party shall be entitled to equitable relief, by way of injunction or otherwise, if the first Party Breaches or threatens to Breach its obligations under this Article, which equitable relief shall be granted without bond or proof of damages, and the receiving Party shall not plead in defense that there would be an adequate remedy at law. Such remedy shall not be deemed an exclusive remedy for the Breach of this Article, but shall be in addition to all other remedies available at law or in equity. The Parties further acknowledge and agree that the covenants contained herein are necessary for the protection of legitimate business interests and are reasonable in scope. No Party, however, shall be liable for indirect, incidental, or consequential or punitive damages of any nature or kind resulting from or arising in connection with this Article. Solar Power Purchase Agreement Exhibit D- 19 OHSUSA:759335424.1 DOCS 122447-000001/2350583.10 Article 10 Disputes 10.1 Dispute Resolution Any dispute arising between the Parties regarding a Party's performance of its obligations under this Agreement or requirements related to the interconnection of the Generating Facility shall be resolved according to the procedures in Rule 21. Article 11 Taxes 11.1 Applicable Tax Laws and Regulation The Parties agree to follow all applicable tax laws and regulations, consistent with CPUC policy and Internal Revenue Service requirements. 11.2 Maintenance of Tax Status Each Party shall cooperate with the other to maintain the other Party's tax status. Nothing in this Agreement is intended to adversely affect the Distribution Provider's tax exempt status with respect to the issuance of bonds including, but not limited to, local furnishing bonds. Article 12 Miscellaneous 12.1 Governing Law, Regulatory Authority, and Rules The validity, interpretation and enforcement of this Agreement and each of its provisions shall be governed by the laws of the State of California (where the Point of Interconnection is located), without regard to its conflicts of law principles. This Agreement is subject to all Applicable Laws and Regulations. Each Party expressly reserves the right to seek changes in, appeal, or otherwise contest any laws, orders, or regulations of a Governmental Authority. 12.2 Amendment The Parties may amend this Agreement by a written instrument duly executed by both Parties. 12.3 No Third-Party Beneficiaries This Agreement is not intended to and does not create rights, remedies, or benefits of any character whatsoever in favor of any persons, corporations, associations, or entities other than the Parties, and the obligations herein assumed are solely for the use and benefit of the Parties, their successors in interest and where permitted, their assigns. Solar Power Purchase Agreement Exhibit D-20 OHSUSA:759335424.1 DOCS 122447-000001/2350583.10 12.4 Waiver 12.4.1 The failure of a Party to this Agreement to insist, on any occasion, upon strict performance of any provision of this Agreement will not be considered a waiver of any obligation, right, or duty of, or imposed upon, such Party. 12.4.2 Any waiver at any time by either Party of its rights with respect to this Agreement shall not be deemed a continuing waiver or a waiver with respect to any other failure to comply with any other obligation, right, duty of this Agreement. Termination or default of this Agreement for any reason by Interconnection Customer shall not constitute a waiver of the Interconnection Customer's legal rights to obtain an interconnection from the Distribution Provider. Any waiver of this Agreement shall, if requested,be provided in writing. 12.5 Entire Agreement This Agreement, including all Attachments, and any incorporated tariffs or Rules, constitutes the entire agreement between the Parties with reference to the subject matter hereof, and supersedes all prior and contemporaneous understandings or agreements, oral or written, between the Parties with respect to the subject matter of this Agreement. There are no other agreements, representations, warranties, or covenants which constitute any part of the consideration for, or any condition to, either Party's compliance with its obligations under this Agreement. 12.6 Multiple Counterparts This Agreement may be executed in two or more counterparts, each of which is deemed an original but all constitute one and the same instrument. 12.7 No Partnership This Agreement shall not be interpreted or construed to create an association, joint venture, agency relationship, or partnership between the Parties or to impose any partnership obligation or partnership liability upon either Party. Neither Party shall have any right, power or authority to enter into any agreement or undertaking for, or act on behalf of, or to act as or be an agent or representative of, or to otherwise bind, the other Party. 12.8 Severability If any provision or portion of this Agreement shall for any reason be held or adjudged to be invalid or illegal or unenforceable by any court of competent jurisdiction or other Governmental Authority, (1) such portion or provision shall be deemed separate and independent, (2) the Parties shall negotiate in good faith to restore insofar as practicable Solar Power Purchase Agreement Exhibit D-21 OHSUSA:759335424.1 DOCS 122447-000001/2350583.10 the benefits to each Party that were affected by such ruling, and (3) the remainder of this Agreement shall remain in full force and effect. 12.8.1 Security Arrangements. Infrastructure security of electric system equipment and operations and control hardware and software is essential to ensure day-to-day reliability and operational security. All public utilities are expected to meet basic standards for system infrastructure and operational security, including physical, operational, and cyber- security practices. 12.8.2 Environmental Releases. Each Party shall notify the other Party, first orally and then in writing, of the release of any hazardous substances, any asbestos or lead abatement activities, or any type of remediation activities related to the Generating Facility or the Interconnection Facilities, each of which may reasonably be expected to affect the other Party. The notifying Party shall (1) provide the notice as soon as practicable, provided such Party makes a good faith effort to provide the notice no later than 24 hours after such Party becomes aware of the occurrence, and (2) promptly furnish to the other Party copies of any publicly available reports filed with any governmental authorities addressing such events. 12.8.3 Subcontractors. Nothing in this Agreement shall prevent a Party from utilizing the services of any subcontractor as it deems appropriate to perform its obligations under this Agreement; provided, however, that each Party shall require its subcontractors to comply with all applicable terms and conditions of this Agreement in providing such services and each Party shall remain primarily liable to the other Party for the performance of such subcontractor. 12.8.3.1 The creation of any subcontract relationship shall not relieve the hiring Party of any of its obligations under this Agreement. The hiring Party shall be fully responsible to the other Party for the acts or omissions of any subcontractor the hiring Party hires as if no subcontract had been made; provided, however, that in no event shall the Distribution Provider be liable for the actions or inactions of the Interconnection Customer or its subcontractors with respect to obligations of the Interconnection Customer under this Agreement. Any applicable obligation imposed by this Agreement upon the hiring Party shall be equally binding upon, and shall be construed as having application to, any subcontractor of such Party. Solar Power Purchase Agreement Exhibit D-22 OHSUSA:759335424.1 DOCS 122447-000001/2350583.10 12.8.4 The obligations under this article will not be limited in any way by any limitation of subcontractor's insurance. 12.9 CPUC Modification Unless otherwise ordered by the CPUC, this Agreement at all times shall be subject to such modifications as the CPUC may direct from time to time in the exercise of its jurisdiction. 12.10 Review of Records and Data 12.10.1 The Distribution Provider shall have the right to review and obtain copies of Interconnection Customer's operations and maintenance records, logs, or other information such as, unit availability, maintenance outages, circuit breaker operation requiring manual reset, relay targets and unusual events pertaining to Interconnection Customer's Generating Facility or its interconnection with Distribution Provider's Distribution System. 12.10.2 The Interconnection Customer authorizes the Distribution Provider to release to the California Energy Commission ("CEC"), the CAISO, and/or the CPUC information regarding the Generating Facility, including the Interconnection Customer's name and location, and the size, location and operational characteristics of the Generating Facility, as requested from time to time pursuant to the CEC's, CAISO's, or CPUC's rules and regulations. Article 13 Notices 13.1 General Unless otherwise provided in this Agreement, any written notice, demand, or request required or authorized in connection with this Agreement ("Notice") shall be deemed properly given if delivered in person, delivered by recognized national currier service, or sent by first class mail, postage prepaid, to the person specified below: If to the Interconnection Customer: Interconnection Customer: Attention: Address: City: State: Zip: Phone: Fax: If to the Distribution Provider: Solar Power Purchase Agreement Exhibit D-23 OHSUSA:759335424.1 DOCS 122447-000001/2350583.10 Distribution Provider: Southern California Edison Company Attention: Grid Contract Management Address: 2244 Walnut Grove Avenue City: State: Zip: Rosemead, California 91770 Phone: (626) 302-9640 Fax: (626) 302-1152 13.2 Billing and Pam Billings and payments shall be sent to the addresses set out below: Interconnection Customer: Attention: Address: City: State: Zip: Distribution Provider: Southern California Edison Company Attention: Accounts Receivable (GCM) Address: P. O. Box 800 2244 Walnut Grove Avenue City: State: Zip: Rosemead, CA 91771-0001 13.3 Alternative Forms of Notice Any notice or request required or permitted to be given by either Party to the other and not required by this Agreement to be given in writing may be so given by telephone, facsimile or e-mail to the telephone numbers and e-mail addresses set out below: If to the Interconnection Customer: Interconnection Customer: Attention: Address: City: State: Zip: Phone: Fax: If to the Distribution Provider: Distribution Provider: Southern California Edison Company Attention: Grid Contract Management Address: 2244 Walnut Grove Avenue City: State: Zip: Rosemead, California 91770 Phone: (626) 302-9640 Fax: (626) 302-1152 Solar Power Purchase Agreement Exhibit D-24 OHSUSA:759335424.1 DOCS 122447-000001/2350583.10 13.4 Designated Operating Representative The Parties may also designate operating representatives to conduct the communications which may be necessary or convenient for the administration of this Agreement. This person will also serve as the point of contact with respect to operations and maintenance of the Party's facilities. Interconnection Customer's Operating Representative: Interconnection Customer: Attention: Address: City: State: Zip: Phone: Fax: Distribution Provider's Operating Representative: Distribution Provider: Southern California Edison Company Attention: Grid Contract Management Address: 2244 Walnut Grove Avenue City: State: Zip: Rosemead, California 91770 Phone: (626) 302-9640 Fax: (626) 302-1152 13.5 Changes to the Notice Information Either Party may change this information by giving five Business Days written notice prior to the effective date of the change. Solar Power Purchase Agreement Exhibit D-25 OHSUSA:759335424.1 DOCS 122447-000001/2350583.10 Article 14 Signatures IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their respective duly authorized representatives. For the Distribution Provider Name: Jill Horswell Title: Director, Contracts & Reliability Standards Operations Date: For the Interconnection Customer Name: [Name] Title: [Title] Date: Solar Power Purchase Agreement Exhibit D-26 OHSUSA:759335424.1 DOCS 122447-000001/2350583.10 Attachment I Glossary of Terms Affected System - An electric system other than the Distribution Provider's Distribution System that may be affected by the proposed interconnection, including but not limited to the Transmission System. Applicable Laws and Regulations - All duly promulgated applicable federal, state and local laws, regulations, rules, ordinances, codes, decrees, judgments, directives, or judicial or administrative orders, permits and other duly authorized actions of any Governmental Authority. Business Day-Monday through Friday, excluding Federal and State Holidays. Default- The failure of a breaching Party to cure its breach under the Agreement. Distribution Owner - The entity that owns, leases or otherwise possesses an interest in the portion of the Distribution System at the Point of Interconnection and may be a Party to the Agreement to the extent necessary. Distribution Provider - The public utility (or its designated agent) that owns, controls, or operates transmission or distribution facilities used for the transmission of electricity and provides distribution service to the Interconnection Customer. The term Distribution Provider should be read to include the Distribution Owner when the Distribution Owner is separate from the Distribution Provider. Distribution System - Those non-CAISO transmission and distribution facilities, owned, controlled and operated by the Distribution Provider that are used to provide distribution service, which facilities and equipment are used to transmit electricity to ultimate usage points such as homes and industries directly from nearby generators or from interchanges with higher voltage transmission networks which transport bulk power over longer distances. The voltage levels at which Distribution Systems operate differ among areas. Distribution Upgrades - The additions, modifications, and upgrades to the Distribution Provider's Distribution System at or beyond the Point of Interconnection to facilitate interconnection of the Generating Facility. Distribution Upgrades do not include Interconnection Facilities. Fast Track Process - The interconnection study process set forth in Section F.2 of Rule 21. Generating Facility -The Interconnection Customer's device for the production or storage of electricity identified in Attachment 2 of the Agreement, but shall not include the Interconnection Customer's Interconnection Facilities. Solar Power Purchase Agreement Exhibit D-27 OHSUSA:759335424.1 DOCS 122447-000001/2350583.10 Good Utility Practice - Any of the practices, methods and acts engaged in or approved by a significant portion of the electric industry during the relevant time period, or any of the practices, methods and acts which, in the exercise of reasonable judgment in light of the facts known at the time the decision was made, could have been expected to accomplish the desired result at a reasonable cost consistent with good business practices, reliability, safety and expedition. Good Utility Practice is not intended to be limited to the optimum practice, method, or act to the exclusion of all others, but rather to be acceptable practices, methods, or acts generally accepted in the region. Governmental Authority - Any federal, state, local or other governmental regulatory or administrative agency, court, commission, department,board, or other governmental subdivision, legislature, rulemaking board, tribunal, or other governmental authority having jurisdiction over the Parties, their respective facilities, or the respective services they provide, and exercising or entitled to exercise any administrative, executive, police, or taxing authority or power; provided, however, that such term does not include the Interconnection Customer, the Distribution Provider, or any Affiliate thereof. Interconnection Customer - Any entity, including the Distribution Provider, Distribution Owner or any of the affiliates or subsidiaries of either, that proposes to interconnect its Generating Facility with the Distribution Provider's Distribution System. The definition of "Interconnection Customer" in this Agreement is intended to be identical to and used interchangeably with the definition of"Producer" in Rule 21. Interconnection Facilities - The Distribution Provider's Interconnection Facilities and the Interconnection Customer's Interconnection Facilities. Collectively, Interconnection Facilities include all facilities and equipment between the Generating Facility and the Point of Interconnection, including any modification, additions or upgrades that are necessary to physically and electrically interconnect the Generating Facility to the Distribution Provider's Distribution System. Interconnection Facilities are sole use facilities and shall not include Distribution Upgrades or Network Upgrades. Interconnection Handbook - A handbook, developed by the Distribution Provider and posted on the Distribution Provider's website or otherwise made available by the Distribution Provider, describing the technical and operational requirements for wholesale generators and loads connected to the Distribution System, as such handbook may be modified or superseded from time to time. In the event of a conflict between the terms of this Agreement and the terms of the Distribution Provider's Interconnection Handbook, the terms in this Agreement shall govern. Network Upgrades - Additions, modifications, and upgrades to the Distribution Provider's Transmission System required at or beyond the point at which the Distribution System connects to the Distribution Provider's Transmission System to accommodate the interconnection of the Generating Facility to the Distribution Provider's Distribution System. Network Upgrades do not include Distribution Upgrades. Solar Power Purchase Agreement Exhibit D-28 OHSUSA:759335424.1 DOCS 122447-000001/2350583.10 Operating Requirements - Any operating and technical requirements that may be applicable due to Regional Transmission Organization, the CAISO, balancing authority area, or the Distribution Provider's requirements, including those set forth in the Agreement. Party or Parties - The Distribution Provider, Distribution Owner, Interconnection Customer, Producer or any combination of the above. Point of Interconnection - The point where the Interconnection Facilities connect with the Distribution Provider's Distribution System. Reasonable Efforts - With respect to an action required to be attempted or taken by a Party under the Agreement, efforts that are timely and consistent with Good Utility Practice and are otherwise substantially equivalent to those a Party would use to protect its own interests. Transmission System - Those facilities owned by the Distribution Provider that have been placed under the CAISO's operational control and are part of the CAISO Grid. Upgrades - The required additions and modifications to the Distribution Provider's Distribution System and Transmission System at or beyond the Point of Interconnection. Upgrades may be Network Upgrades or Distribution Upgrades. Upgrades do not include Interconnection Facilities. Solar Power Purchase Agreement Exhibit D-29 OHSUSA:759335424.1 DOCS 122447-000001/2350583.10 Attachment 2 Description and Costs of the Generating Facility, Interconnection Facilities, and Metering Equipment Equipment, including the Generating Facility, Interconnection Facilities, and metering equipment shall be itemized and identified as being owned by the Interconnection Customer, the Distribution Provider, or the Distribution Owner. The Distribution Provider will provide a best estimate itemized cost, including overheads, of its Interconnection Facilities and metering equipment, and a best estimate itemized cost of the annual operation and maintenance expenses associated with its Interconnection Facilities and metering equipment. Generating Facility: See Attachment 5 for a description of the generating facility. The Distribution Provider's Interconnection Facilities, Network Upgrades and Distribution Upgrades described in Attachments 2 and 6 of this GIA are preliminary based on a conceptual method of service and their associated estimated costs calculated using a standardized estimating approach. Such descriptions are subject to modification following completion of the Distribution Provider's detailed engineering and design, completion of the actual facilities constructed and installed, identification of field conditions, and compliance with applicable environmental and permitting requirements. 1. Interconnection Facilities. (a) Interconnection Customer's Interconnection Facilities. The Interconnection Customer shall: (i) Install three (3) 1000 kVA 12kV- 480V main step-up transformer with a 5.75% percent impedance on a 1000 kVA base. (ii) Install one (1) 12kV switchboard which complies with Distribution Provider's electrical service requirements as described in the Interconnection Handbook. (iii) Procure and construct underground duct banks and related structures required for Distribution Provider's Interconnection Facilities ("Civil Construction") in accordance with specifications and designs provided by the Distribution Provider. The Distribution Provider may subsequently determine that the Civil Construction, or a portion thereof, may need to be owned by the Distribution Provider pursuant to Section 3(k) of Attachment 5 of this GIA. (iv) Acquire, and provide to the Distribution Provider within thirty (30) calendar days following the Effective Date, an agreement from the property owner at Via Tornado near intersection of Via Novillo, Temecula, CA, for the Distribution Provider to have the following: 1. the right to enter property owner's premises for any purpose connected with the Distribution Provider's Interconnection Facilities or interconnection service, Solar Power Purchase Agreement Exhibit D-30 OHSUSA:759335424.1 DOCS 122447-000001/2350583.10 2. the right for the use of a Distribution Provider approved locking device if Interconnection Customer wants to prevent unauthorized access to Distribution Provider's Interconnection Facilities, 3. the right for safe and ready access for Distribution Provider's personnel free from unrestrained animals, 4. the right for unobstructed ready access for Distribution Provider's vehicles and equipment to install, remove, repair, and maintain its Interconnection Facilities, 5. the right to remove Distribution Provider's Interconnection Facilities after termination of interconnection service. (v) Telemetry. In accordance with specifications provided by the Distribution Provider, provide the following in compliance with the telemetry requirements of the Interconnection Handbook: 1. Allow the Distribution Provider to review and approve the Interconnection Customer's telemetry equipment design and perform inspections to ensure compatibility with the Distribution Provider's telemetry equipment; allow the Distribution Provider to perform acceptance testing of the telemetry equipment and the right to require the correction of installation deficiencies. 2. Provide broadband internet service to support communication of the telemetering data to the Distribution Provider's grid control center. 3. Provide and install a Distribution Provider approved serial device server ("SDS") in an approved enclosure located in an area with a suitable environment. 4. Provide a convenience power source to the SDS enclosure for SDS power. 5. Provide and install data communication cabling for the required telemetering data from the Interconnection Customer's data acquisition system to the SDS enclosure. 6. Allow the Distribution Provider to terminate the data communication cables inside the Interconnection Customer's SDS enclosure and program the SDS. (vi) Install all required metering equipment at the Generating Facility, in accordance with Rule 21, the CAISO Tariff, and the Interconnection Handbook. (vii) Allow the Distribution Provider to install, in the switchboard provided by the Interconnection Customer, revenue meters, potential transformers ("PTs"), current transformers ("CTs"), and appurtenant equipment required to meter the retail load at the Generating Facility in accordance with Distribution Provider's electrical service requirements as described in the Interconnection Handbook. (viii) Install all equipment necessary to comply with the power factor requirements of Article 1.8.1 of the GIA, including the ability to automatically regulate power factor to a schedule (VAR schedule) in accordance with the Interconnection Handbook. (ix) Install all equipment and controls necessary to maintain the Generating Facility's output ramp rate within the parameters set forth by the Distribution Provider, in accordance with Attachment 5 of this GIA. Solar Power Purchase Agreement Exhibit D-31 OHSUSA:759335424.1 DOCS 122447-000001/2350583.10 (x) Install disconnect facilities in accordance with the Distribution Provider's Interconnection Handbook to comply with the Distribution Provider's switching and tagging procedures. (b) Distribution Provider's Interconnection Facilities. The Distribution Provider shall: (i) Install approximately 250 feet of 12 kV primary cable, approximately 100 feet of secondary cable and splices. (ii) Install one (1) 2500 kVA 33kV/12kV transformer. (iii) Install an automated 4-way gas switch. (iv) Install one (1)vacuum fault interrupter with controller. (v) Telemetry. 1. Terminate the Interconnection Customer provided communication cables inside the Interconnection Customer's SDS enclosure. 2. Program and test the SDS. 3. Perform setup and programming on the Distribution Provider's telemetry equipment as required to support communication of the telemetered data to the Distribution Provider's grid control center. 4. Perform a functional test of the telemetry equipment to verify compliance with the requirements of the Interconnection Handbook. (vi) Metering. Install revenue meters, PTs, CTs and appurtenant equipment required to meter the retail load at the Generating Facility. Notwithstanding that the meters, PTs, CTs and appurtenant equipment will be located on the Interconnection Customer's side of the Point of Change of Ownership, the Distribution Provider shall own, operate and maintain such facilities as part of the Distribution Provider's Interconnection Facilities. (vii) Real Properties,Permits, and Environmental Health and Safety. Obtain easements and/or acquire land, obtain licensing and permits, and perform all required environmental activities for the installation of the Distribution Provider's Interconnection Facilities, including any associated telecommunications equipment. 2. Network Upgrades. See Attachment 6, Section 1. 3. Distribution Upgrades. See Attachment 6, Section 2. 4. Not Used. 5. Point of Change of Ownership. The Point of Change of Ownership shall be at the pull section of the new 12kV switchboard panel provided, installed, and owned by the Interconnection Customer. Solar Power Purchase Agreement Exhibit D-32 OHSUSA:759335424.1 DOCS 122447-000001/2350583.10 6. Point of Interconnection. A tap on the Distribution Provider's Luiseno 33kV distribution line out of Pechanga 115/33 kV Substation. 7. One-Line Diagram of Interconnection. See Attachment 3. 8. Additional Definitions. For the purposes of these Attachments, the following terms, when used with initial capitalization, whether in the singular or the plural, shall have the meanings specified below: (a) Accounting Practice: Generally accepted accounting principles and practices applicable to electric utility operations. (b) Applicable Reliability Council: The reliability council applicable to the Distribution System to which the Generating Facility is directly interconnected. (c) Applicable Reliability Standards: The requirements and guidelines of the North American Electric Reliability Corporation (NERC), the Applicable Reliability Council, and the Balancing Authority Area of the Distribution System to which the Generating Facility is directly interconnected, including the requirements adopted pursuant to Section 215 of the Federal Power Act. (d) Balancing Authority: The responsible entity that integrates resource plans ahead of time, maintains load-interchange-generation balance within a Balancing Authority Area, and supports interconnection frequency in real time. (e) Balancing Authori . Area: The collection of generation, transmission, and loads within the metered boundaries of the Balancing Authority. The Balancing Authority maintains load-resource balance within this area. (f) CAISO Controlled Grid: The system of transmission lines and associated facilities that have been placed under the CAISO's Operational Control. (g) CAISO Tariff: The California Independent System Operator FERC Electric Tariff. (h) Capital Additions: Any modifications to the Distribution Provider's Interconnection Facilities or to the Distribution Upgrades. Such modifications may be any Units of Property which are added to the Distribution Provider's Interconnection Facilities or Distribution Upgrades; the enlargement, modification or betterment of any Units of Property constituting a part of the Distribution Provider's Interconnection Facilities or Distribution Upgrades; or the replacement of any Units of Property constituting a part of the Distribution Provider's Interconnection Facilities or Distribution Upgrades, irrespective of whether such replacement constitutes an enlargement, modification or betterment of that which it replaces; and the costs of which additions, enlargements, modifications, betterments or replacements in accordance with Accounting Practice Solar Power Purchase Agreement Exhibit D-33 OHSUSA:759335424.1 DOCS 122447-000001/2350583.10 would be capitalized and have not previously been included in the Interconnection Facilities Cost or the Distribution Upgrades Cost. (i) Capital Additions Cost: All costs, excluding One-Time Cost, determined by Distribution Provider to be associated with the design, engineering, procurement, construction and installation of Capital Additions. (j) Commercial Operation: The status of a Generating Facility that has commenced generating electricity, excluding electricity generated during the period which the Producer is engaged in on-site test operations and commissioning of the Generating Facility prior to Commercial Operation. (k) Commercial Operation Date: The date on which a Generator at a Generating Facility commences Commercial Operation as agreed to by the Parties. (1) Credit Support: A parent guarantee, letter of credit, surety bond, or other security meeting the requirements of Article 6.3 of the GIA and Rule 21 Section F.4. (m) Customer-Financed Monthly: The rate most recently adopted by the CPUC for application to the Distribution Provider's retail electric customers for added facilities, which does not compensate the Distribution Provider for replacement of added facilities. The currently effective Customer-Financed Monthly Rate is as provided in Section 16 of this Attachment 2. (n) Delivery Network Upgrades: The transmission facilities at or beyond the point where the Distribution Provider's Distribution System interconnects to the CAISO Controlled Grid, other than Reliability Network Upgrades, as defined in the CAISO Tariff. (o) Delivery Network Upgrades Cost: The Interconnection Customer's allocated share of all costs, excluding One-Time Cost, determined by the Distribution Provider to be associated with the design, engineering, procurement, construction and installation of the Delivery Network Upgrades. The Delivery Network Upgrades Cost is provided in Section 15 of this Attachment 2. (p) Delivery Network Upgrades Pam: The sum of the Delivery Network Upgrades Cost and associated One-Time Cost. The Delivery Network Upgrades Payment is provided in Section 17 of this Attachment 2. (q) Distribution Provider's Interconnection Facilities: Those facilities as described in Section 1(b) of this Attachment 2, as such facilities may be modified during the term of this Agreement. (r) Distribution Upgrades Cost: The Interconnection Customer's allocated share of all costs, excluding One-Time Cost, determined by the Distribution Provider to be associated with the design, engineering, procurement, construction and installation of Solar Power Purchase Agreement Exhibit D-34 OHSUSA:759335424.1 DOCS 122447-000001/2350583.10 the Distribution Upgrades. The Distribution Upgrades Cost is provided in Section 15 of this Attachment 2. (s) Distribution Upgrades Pam: The sum of the Distribution Upgrades Cost and associated One-Time Cost. The Distribution Upgrades Payment is provided in Section 17 of this Attachment 2. (t) Effective Date: The date on which this Agreement becomes effective pursuant to Article 3.1. (u) Generator: A device converting mechanical, chemical, or solar energy into electrical energy, including all of its protective and control functions and structural appurtenances. One or more Generators comprise a Generating Facility. (v) In-Service Date: The estimated date upon which the Interconnection Customer reasonably expects it will be ready to begin use of the Distribution Provider's Interconnection Facilities. (w) Initial Synchronization Date: The date upon which the Generating Facility is initially synchronized and upon which Trial Operation begins. (x) Interconnection Customer's Interconnection Facilities: All facilities and equipment, as identified in Section 1(a) of this Attachment 2 of this GIA, that are located between the Generating Facility and the Point of Change of Ownership, including any modification, addition, or upgrades to such facilities and equipment necessary to physically and electrically interconnect the Generating Facility to the Distribution System. Interconnection Customer's Interconnection Facilities are sole use facilities. (y) Interconnection Facilities Charge: The monthly charge to the Interconnection Customer to recover the revenue requirements for the Distribution Provider's Interconnection Facilities, calculated as the product of the Customer-Financed Monthly Rate and the Interconnection Facilities Cost. The Interconnection Facilities Charge is provided in Section 16 of this Attachment 2. (z) Interconnection Facilities Completion Date: The date upon which the construction of the Distribution Provider's Interconnection Facilities is complete and such facilities are successfully tested and ready for service. (aa) Interconnection Facilities Cost: All costs, excluding One-Time Cost, determined by the Distribution Provider to be associated with the design, engineering, procurement, construction and installation of the Distribution Provider's Interconnection Facilities. The Interconnection Facilities Cost is provided in Section 15 of this Attachment 2. Solar Power Purchase Agreement Exhibit D-35 OHSUSA:759335424.1 DOCS 122447-000001/2350583.10 (bb) Interconnection Facilities Pam: The sum of the Interconnection Facilities Cost and associated One-Time Cost. The Interconnection Facilities Payment is provided in Section 17 of this Attachment 2. (cc) ITCC (Income Tax Component of Contribution): The ITCC is equal to the estimated tax liability and is the Income Tax Component of Contribution specified in the Preliminary Statement, Part M of the Distribution Provider's tariff on file with the CPUC, applicable to the Distribution Upgrades Cost and Interconnection Facilities Cost. The ITCC applicable to the Distribution Upgrades Cost and Interconnection Facilities Cost is described in Section 11 of this Attachment 2 and is shown in Section 15 of this Attachment 2. (dd) NERC: The North American Electric Reliability Corporation or its successor organization. (ee) One-Time Cost: All costs determined by the Distribution Provider to be associated with the installation of the Delivery Network Upgrades, Distribution Upgrades, Distribution Provider's Interconnection Facilities, Reliability Network Upgrades, or Capital Additions which are not capitalized. (ff) Point of Change of Ownership: The point, as set forth in Attachment 3 to this GIA, where the Interconnection Customer's Interconnection Facilities connect to the Distribution Provider's Interconnection Facilities. (gg) Reliability Network Upgrades: The transmission facilities at or beyond the point where Distribution Provider's Distribution System interconnects to the CAISO Controlled Grid, necessary to interconnect one or more Generating Facility(ies) safely and reliably to the CAISO Controlled Grid, as defined in the CAISO Tariff. (hh) Reliability Network Upgrades Cost: The Interconnection Customer's allocated share of all costs, excluding One-Time Cost, determined by the Distribution Provider to be associated with the design, engineering, procurement, construction and installation of the Reliability Network Upgrades. The Reliability Network Upgrades Cost is provided in Section 15 of this Attachment 2. (ii) Reliability Network Upgrades Pam: The sum of the Reliability Network Upgrades Cost and associated One-Time Cost. The Reliability Network Upgrades Payment is provided in Section 17 of this Attachment 2. 0j) Removal Cost: The actual cost the Distribution Provider incurs for the removal of the Distribution Provider's Interconnection Facilities which is calculated as the amount, if positive, of the costs of removal minus the salvage value of the Distribution Provider's Interconnection Facilities. Solar Power Purchase Agreement Exhibit D-36 OHSUSA:759335424.1 DOCS 122447-000001/2350583.10 (kk) Tax Security: The Interconnection Customer's provision of security with respect to the Interconnection Customer's tax indemnification obligations, provided in accordance with Section 11 of this Attachment 2. (11) Trial Operation: The period during which the Interconnection Customer is engaged in on-site test operations and commissioning of the Generating Facility prior to Commercial Operation. (mm)Units of Property: As described in FERC's "List of Units of Property for Use in Connection with Uniform System of Accounts Prescribed for Public Utilities and Licensees" in effect as of the date of this GIA, as such"List"may be amended from time to time. 9. Transmission Credits. None. 10. Security Amount for the Distribution Upgrades,the Distribution Provider's Interconnection Facilities and Network Upgrades. (a) Distribution Upgrades: Pursuant to Article 6.3 and Attachment 4 of the GIA and Section F.4 of Rule 21, the Interconnection Customer shall provide Credit Support in the total amount of$0 to cover the costs for constructing, procuring and installing the Distribution Upgrades. (b) The Distribution Provider's Interconnection Facilities: Pursuant to Article 6.3 and Attachment 4 of the GIA and Section F.4 of Rule 21, the Interconnection Customer shall provide Credit Support in the total amount of$356,900 to cover the costs for constructing, procuring and installing the Distribution Provider's Interconnection Facilities. (c) Network Upgrades: Pursuant to Article 6.3 and Attachment 4 of the GIA and Section F.4 of Rule 21, the Interconnection Customer shall provide Credit Support in the total amount of$0 to cover the costs for constructing, procuring and installing the Network Upgrades. (d) To the extent that any Credit Support is not utilized by the Distribution Provider,the release of such Credit Support shall be made in accordance with the Interconnection Customer's instruction. 11. Security Amount for Estimated Tax Liability. The Interconnection Customer's estimated tax liability is as follows: Current Tax Rate x (Gross Income Amount — Present Value of Tax Depreciation)/(1 — Current Tax Rate) =22% Estimated tax liability for Distribution Provider's Interconnection Facilities = 22% x (Interconnection Facilities Cost) =22% x ($350,800) = $77,176.00 Solar Power Purchase Agreement Exhibit D-37 OHSUSA:759335424.1 DOCS 122447-000001/2350583.10 Estimated tax liability for Distribution Upgrades = 22% x (Distribution Upgrades Cost) _ 22% x ($0) = $0 Estimated tax liability assumes the following costs: Interconnection Facilities Cost= $350,800 Distribution Upgrades Cost= $0 Based upon the total estimated tax liability, the Interconnection Customer shall provide the Distribution Provider cash or a letter of credit in the amount of $77,176.00, pursuant to Attachment 4 of the GIA. The letter of credit or cash shall meet the requirements of Article 6.3 of the GIA and Rule 21 Section F.4. The Interconnection Customer's obligation to provide Tax Security shall terminate at the earlier of (1) the expiration of the ten year testing period and the applicable statute of limitation, as it may be extended by the Distribution Provider upon request of the IRS, to keep these years open for audit or adjustment, or (2) the occurrence of a subsequent taxable event and the payment of any related indemnification obligations. Upon termination of the Interconnection Customer's obligation to provide Tax Security, and Distribution Provider's receipt of the Interconnection Customer's written instructions regarding the release of any unused Tax Security, any unused amount of the Tax Security shall be released to the Interconnection Customer. 12. Removal of the Distribution Provider's Interconnection Facilities. Following termination of the GIA, the Distribution Provider will remove the Distribution Provider's Interconnection Facilities from service to the Interconnection Customer,pursuant to Article 3.3 of the GIA. On or before the date one year following termination of the GIA, the Distribution Provider shall notify the Interconnection Customer as to whether the Distribution Provider intends to physically remove the Distribution Provider's Interconnection Facilities. If the Distribution Provider intends to physically remove the Distribution Provider's Interconnection Facilities then the Distribution Provider shall physically remove such facilities within two years from the date of notification of intent, and the Interconnection Customer shall pay the Removal Cost. If the Distribution Provider does not intend to physically remove the Distribution Provider's Interconnection Facilities then the Interconnection Customer shall have no obligation to pay such Removal Cost. 13. Charges. (a) The Interconnection Customer shall pay to the Distribution Provider the following charges in accordance with the GIA: (i) Interconnection Facilities Payment; (ii) Distribution Upgrades Payment; (iii) Reliability Network Upgrades Payment; (iv) Delivery Network Upgrades Payment; (v)payments for any Capital Additions; (vi) Interconnection Facilities Charge; (vii) Removal Cost pursuant to Section 12 of this Solar Power Purchase Agreement Exhibit D-38 OHSUSA:759335424.1 DOCS 122447-000001/2350583.10 Attachment 2; (viii) termination charges pursuant to Article 3.3.5 of the GIA; and(ix) disconnection costs pursuant to Article 3.3.4 of the GIA. (b) The Interconnection Facilities Cost, Distribution Upgrades Cost, Reliability Network Upgrades Cost, Delivery Network Upgrades Cost, Capital Additions Cost, One-Time Cost and Removal Cost shall be compiled in accordance with Accounting Practice. (c) If, during the term of the GIA, the Distribution Provider executes an agreement to provide service to another entity (other than retail load) that contributes to the need for the Distribution Provider's Interconnection Facilities, the charges due hereunder may be adjusted to appropriately reflect such service based on the Distribution Provider's cost allocation principles in effect at such time. (d) If Capital Additions are required in order to benefit the Distribution Provider, or because of damage caused by negligence or willful misconduct of the Distribution Provider, then the Interconnection Customer will not bear cost responsibility for such Capital Additions; and no adjustment will be made to the Interconnection Facilities Cost or the Distribution Upgrades Cost; and no Capital Additions Cost or One-Time Cost will be charged to the Interconnection Customer for such Capital Additions. 14. Supplemental Billing and Payment Provisions. (a) Pursuant to Article 6 of the GIA, the Distribution Provider shall submit to the Interconnection Customer invoices due for the preceding month for the Interconnection Facilities Payment, Distribution Upgrades Payment, Reliability Network Upgrades Payment and Delivery Network Upgrades Payment. (b) Pursuant to Articles 4.1.2 and 6.1 of the GIA, commencing on or following the Interconnection Facilities Completion Date, each month the Distribution Provider will render bills to the Interconnection Customer for the Interconnection Facilities Charge. The Interconnection Facilities Charge shall initially be based on the estimated Interconnection Facilities Cost, as specified in Section 15 of this Attachment 2, and payments made for such Interconnection Facilities Charge shall be subject to later adjustment pursuant to Sections 14(b)(i) and 14(b)(ii) of this Attachment 2. The Interconnection Facilities Charge for the first and last month of service hereunder shall be pro-rated based on the number of days in which service was provided during said months. (i) If the amounts paid for the Interconnection Facilities Charge are less than the amounts due for the Interconnection Facilities Charge, as determined from the actual recorded Interconnection Facilities Cost, the Distribution Provider will bill the Interconnection Customer the difference between the amounts previously paid by the Interconnection Customer and the amounts which would have been paid based on actual recorded costs, without interest, on the next regular billing. Solar Power Purchase Agreement Exhibit D-39 OHSUSA:759335424.1 DOCS 122447-000001/2350583.10 (ii) If the amounts paid for the Interconnection Facilities Charge are greater than the amounts due for the Interconnection Facilities Charge, as determined from the actual recorded Interconnection Facilities Cost, the Distribution Provider will credit the Interconnection Customer the difference between the amounts previously paid by the Interconnection Customer and the amounts which would have been paid based on actual recorded costs,without interest, on the next regular billing. (c) In the event that any portion of the Distribution Provider's Interconnection Facilities is not complete but, at the request of the Interconnection Customer, the Distribution Provider commences interconnection service under this GIA notwithstanding the incomplete facilities, the Distribution Provider shall commence billing, and the Interconnection Customer shall pay, the Interconnection Facilities Charge commencing on the date that such service commences. (d) In accordance with Articles 4.1.2 and 6.1 of the GIA, the Distribution Provider shall submit invoices to the Interconnection Customer for the preceding month for Capital Additions payments due, if any. (i) For Capital Additions that are the cost responsibility of the Interconnection Customer, the Distribution Provider will provide at least sixty(60) calendar days advance written notification to the Interconnection Customer prior to commencing work, except that the Distribution Provider may commence the work on the Capital Additions with either shorter advance written notification or written notification after the work has commenced, at the Distribution Provider's sole discretion, if the Distribution Provider determines that the Capital Additions are required to comply with safety or regulatory requirements or to preserve system integrity or reliability. Any such written notification will include the estimated cost of the Capital Additions, and the amount of and due date for the security, if any, required to be paid by the Interconnection Customer, which is sufficient to cover the costs for constructing, procuring and installing the Capital Additions consistent with the applicable terms of Article 6.3 of the GIA. (ii) Except as provided in Section 13(d) of this Attachment 2, if certain of the Distribution Provider's Interconnection Facilities are removed to accommodate Capital Additions and such removal results in a change in the Interconnection Facilities Cost the Interconnection Facilities Charge shall be adjusted to reflect the change in the Interconnection Facilities Cost as of the in-service date of such Capital Additions. (iii) Except as provided in Section 13(d) of this Attachment 2, if Capital Additions result in an increase in the Interconnection Facilities Cost or Distribution Upgrades Cost, then the Interconnection Facilities Charge or Distribution Upgrades Charge, as applicable, shall be adjusted as of the in-service date of such Capital Additions to reflect the change in such costs. Solar Power Purchase Agreement Exhibit D-40 OHSUSA:759335424.1 DOCS 122447-000001/2350583.10 (e) As soon as reasonably practicable, but within three (3)months after the in-service date of any Capital Additions, the Distribution Provider shall provide an invoice of the final cost of the construction of the Capital Additions to the Interconnection Customer, and shall set forth such costs in sufficient detail to enable the Interconnection Customer to compare the actual costs with the estimates and to ascertain deviations, if any, from the cost estimates. The Distribution Provider will refund to the Interconnection Customer any amount by which the payment made by the Interconnection Customer for estimated costs of the Capital Additions exceeds the actual costs of construction within thirty (30) calendar days of the issuance of such final construction invoice; or, in the event the actual costs of construction exceed the Interconnection Customer's payment made for the estimated costs of the Capital Additions, then the Interconnection Customer shall pay to the Distribution Provider any amount by which the actual costs of construction exceed the payment made by the Interconnection Customer for estimated costs within thirty (30) calendar days of the issuance of such final construction invoice. (f) If, in accordance with the removal of the Distribution Provider's Interconnection Facilities as specified in Section 12 of this Attachment 2, the Distribution Provider decides to physically remove the Distribution Provider's Interconnection Facilities the Distribution Provider shall render a bill to the Interconnection Customer for the Removal Cost. The Interconnection Customer shall pay the Removal Cost within thirty (30) calendar days of such bill. Such billing shall initially be based on the Distribution Provider's estimate of the Removal Cost. Within twelve (12)months following the removal of the Distribution Provider's Interconnection Facilities the Distribution Provider shall determine the actual Removal Cost and provide the Interconnection Customer with a final invoice. The Distribution Provider shall refund to the Interconnection Customer any amount by which the payment by the Interconnection Customer for the estimated Removal Cost exceeds the actual Removal Cost within thirty (30) calendar days of the issuance of such final invoice; or, in the event the actual Removal Cost exceeds the Interconnection Customer's payment for the estimated Removal Cost, then the Interconnection Customer shall pay to the Distribution Provider any amount by which the actual Removal Cost exceeds the payment by the Interconnection Customer for the estimated Removal Cost within thirty (30) calendar days of the issuance of such final invoice. Solar Power Purchase Agreement Exhibit D-41 OHSUSA:759335424.1 DOCS 122447-000001/2350583.10 15. Interconnection Facilities Cost,Distribution Upgrades Cost,Reliability Network Upgrades Cost and Delivery Network Upgrades Cost Summary. a) Estimated Cost: Element- Interconnection Distribution Reliability Delivery One- Total ITCC* Facilities Cost Upgrades Network Network Time Cost Upgrades Upgrades Cost Cost Cost Distribution Provider's Interconnection Facilities - Install approximately 250 feet of primary cable - Install one (1) automated 4- way gas switch - Install one (1) 2500 kVA 33/12kV transformer - Install one (1) vacuum fault interrupter with controller - Install approximately 100 feet of secondary cable - Install 12kV metering and associated wiring $350,800 $350,800 $77,176 TelemgLry - Install centralized RTU $6,100 $6,100 Distribution Upgrades None Reliability Network Upgrades None Delivery Network Upgrades None Total $350,800 $6,100 $356,900 $77,176 *Note: ITCC/Estimated Tax Liability will be provided pursuant to Attachment 2, Section 11. All amounts shown above are in nominal dollars. Solar Power Purchase Agreement Exhibit D-42 OHSUSA:759335424.1 DOCS 122447-000001/2350583.10 (b) Actual Cost: [TO BE INSERTED AFTER TRUE-UP OF ACTUAL COSTS] Element Interconnection Distribution Reliability Delivery One- Total ITCC Facilities Cost Upgrades Network Network Time Cost Upgrades Upgrades Cost Cost Cost Total 16. Interconnection Facilities Charge. (a) Interconnection Facilities Charge= Customer-Financed Monthly Rate x (Interconnection Facilities Cost) Estimated Actual Effective Customer- Interconnection Interconnection Interconnection Interconnection Financed Facilities Cost Facilities Charge Facilities Cost Facilities Charge Monthly Rate As of the Interconnection Facilities 0.39% $350,800 $1,368.12 [to be inserted [to be inserted after true-up] after true-up] Completion Date Solar Power Purchase Agreement Exhibit D-43 OHSUSA:759335424.1 DOCS 122447-000001/2350583.10 17. Payment Schedule and Associated ITCC. The payment amounts shown below are based on an estimate of the costs expected to be incurred for the Distribution Upgrades, Distribution Provider's Interconnection Facilities, and Network Upgrades. Payment Payment Interconnection Distribution Reliability Delivery One- Project Associated No. Due Date Facilities Cost Upgrades Network Network Time Payment ITCC* Cost Upgrades Upgrades Cost Cost Cost Within 30 Calendar Days of the 1. Effective Date $350,800 $6,100 $356,900 $77,176 Total $350,800 $6,100 $356,900 $77,176 All amounts shown above are in nominal dollars. Interconnection Facilities Payment=(Interconnection Facilities Cost+associated One-Time Cost)=$356,900 Distribution Upgrades Payment=(Distribution Upgrades Cost+associated One-Time Cost)=$0 Reliability Network Upgrades Payment=(Reliability Network Upgrades Cost+associated One-Time Cost)=$0 Delivery Network Upgrades Payment=(Delivery Network Upgrades Cost+associated One-Time Cost)=$0 *ITCC will be provided by Interconnection Customer in accordance with Section 11 of this Attachment 2. Solar Power Purchase Agreement Exhibit D-44 OHSUSA:759335424.1 DOCS 122447-000001/2350583.10 Attachment 3 One-line Diagram Depicting the Generating Facility, Interconnection Facilities, Metering Equipment, and Upgrades Luiseno 33 kV out of Pechanga Substation 2308001E Point of interconnection Install 250 of 110 JCN Iprimary cable New Four I way Gas Point of Change of I ith AAutomation Onwership a I 1 2 3 4 New 2500 12 kV Switchgear PFIn 12 kV KVA 33 kV 7 ITransformer — — — — I L — { GFID8284-3.0 MIN LP F i I Install 100 0} I L 350 JCN LI primary I cable — J Vacuum L Switch with automation LEGEND Distribution upgrades Intermanection Facilities Customer-awned Facilities &isting Facilities Solar Power Purchase Agreement Exhibit D-45 OHSUSA:759335424.1 DOCS 122447-000001/2350583.10 Attachment 4 Milestones In-Service Date: Critical milestones and responsibility as agreed to by the Parties: Item Milestone Responsible Party Due Date (a) Submit proof of insurance coverage in Within ten (10) calendar accordance with Article 8.1 of the GIA Interconnection days after the Effective Customer Date (b) Submittal of Credit Support for the Distribution Provider's Interconnection Facilities, Distribution Upgrades and Network Upgrades to the Distribution Within thirty (30) Provider pursuant to Section 10 of Interconnection calendar days after the Attachment 2 of the GIA Customer Effective Date (c) Submittal of security for the estimated tax liability to the Distribution Provider, Within thirty (30) pursuant to Section 11 of Attachment 2 of Interconnection calendar days after the the GIA Customer Effective Date (d) Provide the following information ("Required Information") in support of the Distribution Provider's engineering and design of the Distribution Provider's Interconnection Facilities and Distribution Upgrades: 1) a completed Distribution Provider provided Interconnection Customer information sheet, 2) a unique address for the project, 3) public right-of- way (street) base maps as required by the interconnection, 4) street improvement plans, 5) site plot plan on a 30:1 scale or digital file, 6) grading plans, 7) sewer and storm plot plans, 8) landscape, sprinkler and pedestal locations, 9) proposed location for the RTU, if applicable, 10) Within thirty (30) easements/lease agreements, and 11) Interconnection calendar days after the panel drawings Customer Effective Date Solar Power Purchase Agreement Exhibit D-46 OHSUSA:759335424.1 DOCS 122447-000001/2350583.10 Item Milestone Responsible Party Due Date (e) Completion of the Distribution Provider's Within ninety (90) design and engineering of the Distribution calendar days of Provider's Interconnection Facilities, Distribution Provider's Distribution Upgrades, if applicable, and Distribution receipt of the Required the Civil Construction Provider Information (f) Provide to the Interconnection Customer: 1) an updated scope of work and design for the Distribution Provider's Interconnection Facilities, Distribution Upgrades, if applicable, and the Civil Construction; 2) an updated cost estimate and schedule related to the Distribution Within five (5) calendar Provider's Interconnection Facilities and days following Distribution Upgrades, as applicable, if completion of there are any material changes resulting Distribution Provider's from completion of the Distribution design and engineering Provider's detailed design of Distribution of the Distribution Provider's Interconnection Facilities and Provider's Distribution Upgrades; and 3) comment Interconnection on the Interconnection Customer's Facilities, Distribution proposed location for the RTU, if Distribution Upgrades, if applicable, applicable Provider and Civil Construction (g) Completion of the Civil Construction, Within sixty (60) including Distribution Provider's release, calendar days after the in accordance with Section 1 of Distribution Provider Attachment 2 and Section 3 of Attachment provides the design for 5 of the GIA the Civil Construction to Interconnection the Interconnection Customer Customer (h) Submittal of final specifications for the At least ninety (90) Interconnection Customer's calendar days prior to Interconnection Facilities and Generating completion of the Facility, including system protection Distribution Provider's facilities, to the Distribution Provider Interconnection Facilities, Distribution Interconnection Upgrades, and Network Customer Upgrades Solar Power Purchase Agreement Exhibit D-47 OHSUSA:759335424.1 DOCS 122447-000001/2350583.10 Item Milestone Responsible Party Due Date (i) Review of and comment on the Within forty-five (45) Interconnection Customer's final calendar days following specifications the Interconnection Customer's submittal of the final specifications for the Interconnection Customer's Distribution Interconnection Facilities Provider and Generating Facility (j) Notification of testing and inspection of Interconnection Customer's Within five (5) Business Interconnection Facilities pursuant to Interconnection Days prior to such Article 2.1.1 of the GIA Customer testing and inspection (k) Submission of a written test report to the Within five (5) Business Distribution Provider, in accordance with Days following Article 2.1.1 of the GIA completion of Interconnection Interconnection Customer's testing and Customer inspection (1) Written acknowledgement of Within five (5) Business Interconnection Customer's Days of Interconnection Interconnection Facilities written test Distribution Customer's submission report pursuant to Article 2.1.2 of the GIA Provider of the test report (m) Submission of written documentation reflecting Interconnection Customer's At least fifteen (15) satisfaction of parallel operation calendar days prior to the requirements pursuant to Article 2.2.2 of Interconnection Initial Synchronization the GIA Customer Date (n) Proposed Interconnection Customer's Interconnection Interconnection Facilities completion date Customer [date] (o) Completion of the Distribution Provider's Within (5) months Interconnection Facilities, Distribution following the Effective Upgrades, and Network Upgrades Date, assuming Items (d) and (g) of this Distribution Attachment 4 have Provider occurred timely* (p) Notification of Interconnection Customer's intention to begin on-site Ten (10) Business Days verification testing of the Generating prior to Interconnection Facility pursuant to Article 2.3.1 of the Interconnection Customer's verification GIA Customer testing date Solar Power Purchase Agreement Exhibit D-48 OHSUSA:759335424.1 DOCS 122447-000001/2350583.10 Item Milestone Responsible Party Due Date (q) Provide the CAISO written notice that the required Distribution Provider facilities have been installed and tested, and that initial synchronization of the Generating Facility to the Distribution System is expected to occur on the Initial At least ten (10) calendar Synchronization Distribution days prior to the Initial Date Provider Synchronization Date (r) Performance of a complete calibration test During the on-site and functional trip test of the system verification testing of the protection facilities Interconnection Generating Facility Customer and pursuant to Article 2.3.1 Distribution of the GIA, and prior to Provider initial synchronization (s) In-Service Date Interconnection Customer [date] (t) Proposed Initial Synchronization Date Interconnection Customer [date] (u) Distribution Provider's written Within five (5) calendar authorization authorizing Interconnection days after the Initial Customer to operate its Generating Synchronization Date Facility in parallel with the Distribution and the Interconnection Provider's Distribution System, pursuant Customer's satisfaction to Article 2.2.2 of the GIA of parallel operation Distribution requirements pursuant to Provider Article 2.2.2 (v) Provide the CAISO written notice that the Within five (5) calendar required Distribution Provider facilities days after the Initial have been installed and tested, and have Synchronization Date been approved to allow the Generating and the Interconnection Facility to operate in parallel with the Customer's satisfaction Distribution System of parallel operation Distribution requirements pursuant to Provider Article 2.2.2 (w) Proposed Commercial Operation Date Interconnection Customer [date] (x) Submittal of "as-built" drawings, Within one hundred information and documents for the twenty (120) calendar Interconnection Customer's days after the Interconnection Facilities, including the Commercial Operation Civil Construction, and the Generating Interconnection Date, unless otherwise Facility to the Distribution Provider Customer agreed Solar Power Purchase Agreement Exhibit D-49 OHSUSA:759335424.1 DOCS 122447-000001/2350583.10 * Note: The Interconnection Customer understands and acknowledges that such timeline is only an estimate and that equipment and material lead times, labor availability, outage coordination, regulatory approvals, right-of-way negotiations, or other unforeseen events could delay the actual in-service dates of the Distribution Provider's Interconnection Facilities, Distribution Upgrades, or Network Upgrades beyond those specified. The Distribution Provider shall not be liable for any cost or damage incurred by the Interconnection Customer because of any delay in the work provided for in this GIA. Agreed to by: For the Distribution Provider Date Jill Horswell For the Distribution Owner(If Applicable) Date For the Interconnection Customer Date [Name] Solar Power Purchase Agreement Exhibit D-50 OHSUSA:759335424.1 DOCS 122447-000001/2350583.10 Attachment 5 Additional Operating Requirements for the Distribution Provider's Distribution System and Affected Systems Needed to Support the Interconnection Customer's Needs The Distribution Provider shall also provide requirements that must be met by the Interconnection Customer prior to initiating parallel operation with the Distribution Provider's Distribution System. 1. Generating Facility: All equipment and facilities comprising the Interconnection Customer's 2.999 net MW (3.0 gross MW) solar photovoltaic SDSU 2 generating facility in Temecula, California, as disclosed by the Interconnection Customer in its Interconnection Request, as may have been amended, which consists of(i) thirty (30) Chint CPS SC 100KT 480 V inverters, three (3) 1000 kVA 12kV/480V transformers, (ii) the associated infrastructure and step-up transformers, (iii)meters and metering equipment, and(iv) appurtenant equipment. The SDSU 2 Project shall consist of the Generating Facility and the Interconnection Customer's Interconnection Facilities. 2. Interconnection Customer Operational Requirements. (a) Pursuant to Article 1.5.2 of the GIA, the Interconnection Customer shall operate the Generating Facility and the Interconnection Customer's Interconnection Facilities in accordance with Rule 21; and the Applicable Reliability Council requirements; and Applicable Reliability Standards. (b) The Generating Facility shall be operated so as to prevent or protect against the following adverse conditions on the Distribution Provider's electric system: inadvertent and unwanted re-energizing of a utility dead line or bus; interconnection while out of synchronization; overcurrent; voltage imbalance; ground faults; generated alternating current frequency outside permitted safe limits; power factor or reactive power outside permitted limits; and abnormal waveforms. (c) The Parties agree that the Interconnection Customer shall not hold the Distribution Provider liable for damage to the Generating Facility that may be caused due to sympathetic generation tripping associated with the Interconnection Customer's Generating Facility design. (d) Neither Party's facilities shall cause excessive voltage flicker nor introduce excessive distortion to the sinusoidal voltage or current waves as defined by ANSI Standard C84.1-1989, in accordance with IEEE Standard 519, or any applicable superseding electric industry standard or any alternative Applicable Reliability Standard or other applicable reliability council standard. In the event of a conflict among ANSI Standard C84.1-1989, or any applicable superseding electric industry standard, or any alternative Applicable Reliability Standard or other applicable reliability council standard, the Solar Power Purchase Agreement Exhibit D-51 OHSUSA:759335424.1 DOCS 122447-000001/2350583.10 alternative Applicable Reliability Standard or other applicable reliability council standard shall control. (e) The Interconnection Customer shall control the Generating Facility's output ramp rate so as to prevent adverse voltage conditions on the Distribution System. Such ramp rate control shall be in accordance with parameters,which may be modified from time to time by the Distribution Provider, set forth by the Distribution Provider and provided to the Interconnection Customer within 30 calendar days following the Distribution Provider's completion of final engineering for the Distribution Provider's Interconnection Facilities, Distribution Upgrades, and Network Upgrades, as applicable. 3. Interconnection Principles: (a) This GIA provides for interconnection of a total net capacity of 2.999 MW, resulting from the interconnection of the SDSU 2 Project, as described in Section 1 of this Attachment 5. The Interconnection Customer acknowledges that if the Interconnection Customer wishes to increase the amount of interconnection capacity provided pursuant to this GIA, the Interconnection Customer shall be required to submit a new Interconnection Request in accordance with the terms and conditions of applicable tariffs. (b) The costs associated with any mitigation measures required to third party transmission systems, which result from interconnection of the SDSU 2 Project to the Distribution Provider's electrical system, are not reflected in this GIA. The Distribution Provider shall have no responsibility to pay costs associated with any such mitigation measures. (c) In the event the Distribution Provider's Interconnection Facilities are utilized to provide retail service to the Interconnection Customer in addition to the interconnection service provided under this GIA, and the Interconnection Customer fails to make payment for such retail service in accordance with the Distribution Provider's applicable retail tariffs, then the Distribution Provider's Interconnection Facilities may be removed from service to the Interconnection Customer, subject to the notice and cure provisions of such retail tariffs, until payment is made by the Interconnection Customer pursuant to such retail tariffs. (d) Review by the Distribution Provider of the electrical specifications, design, construction, operation, or maintenance of the SDSU 2 Project shall not constitute any representation as to the economic or technical feasibility, operational capability, or reliability of such facilities. The Interconnection Customer shall in no way represent to any third party that any such review by the Distribution Provider of such facilities, including, but not limited to, any review of the design, construction, operation, or maintenance of such facilities by the Distribution Provider, is a representation by the Distribution Provider as to the economic or technical feasibility, operational capability, Solar Power Purchase Agreement Exhibit D-52 OHSUSA:759335424.1 DOCS 122447-000001/2350583.10 or reliability of the SDSU 2 Project. (e) Prior to Commercial Operation, the Distribution Provider will verify that any required low-voltage ride-through, SCADA capability, and power factor correction equipment have been installed. (f) Interconnection Customer shall at all times indemnify, defend and save Distribution Provider harmless from any and all damages, losses, claims, demands, suits, recoveries, cost and expenses, court cost, attorney fees, and all other obligations by third parties, arising out of or resulting from the Interconnection Customer's construction of the Civil Construction, except in the case of gross negligence or intentional wrongdoing by Distribution Provider. (g) Prior to commencing construction of the Civil Construction, Distribution Provider shall review Interconnection Customer's construction documents and Interconnection Customer shall obtain Distribution Provider's approval of such documents. Such approval shall not be unreasonably withheld. (h) During construction of the Civil Construction, Distribution Provider shall have the right to access the Civil Construction to conduct inspections. (i) If at any time during construction, Distribution Provider determines that the Civil Construction does not meet Distribution Provider's standards and specifications, Interconnection Customer shall remedy such deficiencies. (j) Following completion of construction of the Civil Construction and prior to the in- service date of the Civil Construction, Distribution Provider shall provide final inspection and field testing of the Civil Construction, and Interconnection Customer shall obtain an inspection release from the proper inspection authority. (k) Following completion of the Civil Construction, the Distribution Provider may determine that the Civil Construction, or a portion thereof, in support of the interconnection for the SDSU 2 Project may need to be owned by the Distribution Provider. Upon such determination, the Civil Construction, or a portion thereof, will be reclassified as Distribution Provider's Interconnection Facilities and the Interconnection Customer shall be required to transfer ownership to the Distribution Provider. The Interconnection Customer understands and acknowledges that upon such transfer, it shall provide to Distribution Provider the final costs of the Civil Construction actually transferred in a form acceptable to the Distribution Provider, and Interconnection Customer shall be responsible for the ITCC and Interconnection Facilities Charge for the portion of the Civil Construction transferred to Distribution Provider. Any reclassification of the Civil Construction and the terms and conditions related to the transfer of the reclassified portions of the Civil Construction to the Distribution Provider shall be reflected in an amendment to the GIA. Solar Power Purchase Agreement Exhibit D-53 OHSUSA:759335424.1 DOCS 122447-000001/2350583.10 (1) Within one hundred-twenty (120) calendar days of the Commercial Operation Date, Interconnection Customer shall deliver to Distribution Provider"as-built" drawings, information, and any other documents that are required by Distribution Provider to assure that the Civil Construction is built to the standards and specifications required by Distribution Provider. (m) The Interconnection Customer shall complete and receive approval for all environmental impact studies and any permitting necessary for the construction, operation and maintenance of the SDSU 2 Project. The Interconnection Customer shall include the Distribution Provider's Interconnection Facilities, Distribution Upgrades and Network Upgrades described in Attachments 2 and 6 of this GIA in all such environmental impact studies, where applicable. The Interconnection Customer shall provide the results of such studies and approvals to the Distribution Provider for use in the Distribution Provider's application(s) to obtain the regulatory approvals required to be obtained by Distribution Provider for the construction, operation and maintenance of the Distribution Provider's Interconnection Facilities, Distribution Upgrades and Network Upgrades described in Attachments 2 and 6 of this GIA. (n) The Interconnection Customer is responsible for all costs associated with any necessary relocation of any of the Distribution Provider's facilities as a result of the SDSU 2 Project and acquiring all property rights necessary for the Interconnection Customer's Interconnection Facilities, including those required to cross the Distribution Provider's facilities and property. The relocation of the Distribution Provider's facilities or use of the Distribution Provider's property rights shall only be permitted upon written agreement between the Distribution Provider and the Interconnection Customer. Any proposed relocation of the Distribution Provider's facilities or use of the Distribution Provider's property rights may require a study and/or evaluation, the cost of which would be borne by the Interconnection Customer, to determine whether such use may be accommodated. The terms and conditions of any such use of the Distribution Provider's facilities or property rights would be the subject of a separate agreement and any associated costs to the Interconnection Customer would not be considered to be associated with a Network Upgrade or Distribution Upgrade and would not be refundable to the Interconnection Customer pursuant to Article 5.2.1 of this GIA. (o) This GIA does not address any requirements for standby power or temporary construction power that the Generating Facility may require prior to the Interconnection Facilities Completion Date. Should the Generating Facility require standby power or temporary construction power from the Distribution Provider prior to the Interconnection Facilities Completion Date, the Interconnection Customer is responsible to make appropriate arrangements with the Distribution Provider to receive and pay for such retail service. 4. Not Used. Solar Power Purchase Agreement Exhibit D-54 OHSUSA:759335424.1 DOCS 122447-000001/2350583.10 5. Interconnection Operations: (a) The Interconnection Customer shall cause the SDSU 2 Project to participate in any protection scheme required to prevent thermal overloads and unstable conditions resulting from outages. Such participation shall be in accordance with Rule 21, applicable CPUC regulations, FERC regulations, and CAISO Tariff provisions and protocols. The Interconnection Customer will not be entitled to any compensation from the Distribution Provider,pursuant to the GIA, for loss of generation output when (i) the Generating Facility's generation is reduced or the SDSU 2 Project is tripped off-line due to implementation of a protection scheme; or(ii) such generation output is restricted in the event any protection apparatus becomes inoperable. In accordance with Good Utility Practice, the Distribution Provider will provide the Interconnection Customer advance notice of any required protection scheme beyond that which has already been identified in this GIA. (b) The GIA governs the facilities required to interconnect the Generating Facility to Distribution Provider's electrical system pursuant to applicable tariffs and as described herein. Interconnection Customer shall be responsible for making all necessary operational arrangements with the CAISO, including, without limitation, arrangements for obtaining transmission service from the CAISO, and for scheduling delivery of energy and other services to the CAISO Controlled Grid. (c) The Interconnection Customer acknowledges that the Generating Facility is subject to the CAISO congestion management procedures set forth in the CAISO Tariff. This may result in limiting the output of the Generating Facility in the CAISO's markets. A Generating Facility's deliverability status does not affect how the resource is scheduled, dispatched, or curtailed in the CAISO's markets. (d) Following outages of the Interconnection Facilities or the Generating Facility, the Interconnection Customer shall not energize the SDSU 2 Project for any reason without specific permission from the Distribution Provider's operations personnel. Such permission shall not be unreasonably withheld. (e) The Interconnection Customer shall maintain operating communications with the Distribution Provider's designated switching center. The operating communications shall include, but not be limited to, system parallel operation or separation, scheduled and unscheduled outages, equipment clearances, protective relay operations, and levels of operating voltage and reactive power. (f) In accordance with Rule 21, as of the Effective Date the Generating Facility will have Energy-Only Deliverability Status. Any change in the deliverability status of the Generating Facility shall be made in accordance with the CAISO Tariff. (g) The Distribution Provider may perform technical assessments reasonably related to interconnection or operation of the SDSU 2 Project when requested by the Solar Power Purchase Agreement Exhibit D-55 OHSUSA:759335424.1 DOCS 122447-000001/2350583.10 Interconnection Customer, directed by the CAISO in accordance with the CAISO Tariff, or as deemed necessary by the Distribution Provider, at the Interconnection Customer's expense,with scope, timing and cost to be determined by the Distribution Provider. (h) Upon reasonable notice and supervision by a Party, and subject to any required or necessary regulatory approvals, a Party ("Granting Party") shall furnish at no cost to the other Party ("Access Party") any rights of use, licenses,rights of way and easements with respect to lands owned or controlled by the Granting Party, its agents (if allowed under the applicable agency agreement), or any affiliate, that are necessary to enable the Access Party to obtain ingress and egress to construct, operate,maintain, repair, test (or witness testing), inspect, replace or remove facilities and equipment to: (i) interconnect the Generating Facility with the Distribution System; (ii) operate and maintain the Generating Facility, the Interconnection Facilities and the Distribution Provider's electrical system; and(iii) disconnect or remove the Access Party's facilities and equipment upon termination of this GIA. In exercising such licenses, rights of way and easements, the Access Party shall not unreasonably disrupt or interfere with normal operation of the Granting Party's business and shall adhere to the safety rules and procedures established in advance, as may be changed from time to time,by the Granting Party and provided to the Access Party. The Interconnection Customer and Distribution Provider shall execute any necessary supplemental agreements, as determined by the Distribution Provider, to effectuate and record such easement(s) which provides the Distribution Provider unrestricted 24 hour access to Distribution Provider's Interconnection Facilities, and Distribution Upgrades, and Network Upgrades, if applicable, located on the Interconnection Customer's side of the Point of Change of Ownership for construction, operation, and maintenance. (i) Compliance with Applicable Reliability Standards: The Interconnection Customer shall comply with all Applicable Reliability Standards for the Interconnection Customer's Interconnection Facilities and the Generating Facility. The Distribution Provider will not assume any responsibility for complying with mandatory reliability standards for such facilities and offers no opinion as to whether the Interconnection Customer must register with NERC. If required to register with NERC, the Interconnection Customer shall be responsible for complying with all Applicable Reliability Standards for the Interconnection Customer's Interconnection Facilities and the Generating Facility up to the Point of Change of Ownership, as described in Section 5 of Attachment 2 of this GIA. 6. Insurance: As indicated below, the designated Party shall, at its own expense, maintain in force throughout the period of this GIA, and until released by the other Party, the following minimum insurance coverages, with insurers authorized to do business in the state where the Point of Interconnection is located: Solar Power Purchase Agreement Exhibit D-56 OHSUSA:759335424.1 DOCS 122447-000001/2350583.10 (a) Employers' Liability and Workers' Compensation Insurance. The Distribution Provider and the Interconnection Customer shall maintain such coverage from the commencement of any construction activities providing statutory benefits for workers compensation coverage and coverage amounts of no less than one million dollars ($1,000,000) for employer's liability in accordance with the laws and regulations of the state in which the Point of Interconnection is located. The Distribution Provider shall provide the Interconnection Customer with evidence of such insurance within thirty (30) calendar days of any request by the Interconnection Customer. The Interconnection Customer and contractor or any other person acting on Interconnection Customer's behalf shall provide evidence of such insurance thirty (30) calendar days prior to entry by any employee or contractor or other person acting on the Interconnection Customer's behalf onto any construction site to perform any work related to the Interconnection Facilities or Generating Facility. (b) Commercial General Liability Insurance. The Distribution Provider and the Interconnection Customer shall maintain commercial general liability insurance commencing within thirty (30) days of the Effective Date of this GIA, Commercial General Liability Insurance including premises and operations, personal injury, broad form property damage, broad form blanket contractual liability coverage (including coverage for the contractual indemnification) products and completed operations coverage, coverage for explosion, collapse and underground hazards, independent contractors coverage, coverage for pollution to the extent normally available and punitive damages to the extent normally available and a cross liability endorsement, with minimum limits of one million dollars ($1,000,000) per occurrence/one million dollars ($1,000,000) aggregate combined single limit for personal injury, bodily injury, including death and property damage. If the activities of the Interconnection Customer are being conducted through the actions of an affiliate, then the Interconnection Customer may satisfy the insurance requirements of this Attachment 5 Section 6(b) by providing evidence of insurance coverage carried by such affiliate and showing the Distribution Provider as an additional insured, together with the Interconnection Customer's written representation to the Distribution Provider that the insured affiliate is conducting all of the necessary pre-construction work. Within thirty (30) calendar days prior to the entry of any person on behalf of the Interconnection Customer onto any construction site to perform work related to the Interconnection Facilities or Generating Facility, the Interconnection Customer shall replace any evidence of affiliate insurance with evidence of such insurance carried by the Interconnection Customer,naming the Distribution Provider as additional insured. (c) Business Automobile Liability Insurance. Prior to the entry of any vehicles on any construction site in connection with work done by or on behalf of the Interconnection Customer, the Interconnection Customer shall provide evidence of coverage of owned and non-owned and hired vehicles, trailers or semi-trailers designed for travel on public roads, with a minimum, combined single limit of one million dollars ($1,000,000) per occurrence for bodily injury, including death, and property damage. Upon the request Solar Power Purchase Agreement Exhibit D-57 OHSUSA:759335424.1 DOCS 122447-000001/2350583.10 of the Distribution Provider, the Interconnection Customer shall name the Distribution Provider as an additional insured on any such policies. (d) Excess Liability Insurance. Commencing at the time of entry of any person on its behalf upon any construction site for the Distribution Upgrades, Interconnection Facilities, or Generating Facility, the Distribution Provider and the Interconnection Customer shall maintain excess liability insurance over and above the Employers' Liability, Commercial General Liability, and Business Automobile Liability Insurance coverage, with a minimum limit of one million dollars per MW, of Generating Facility capacity, rounded up to the nearest MW, per occurrence, up to a maximum of twenty million dollars ($20,000,000) per occurrence/twenty million dollars ($20,000,000) aggregate. Such insurance carried by the Distribution Provider shall name the Interconnection Customer as an additional insured, and such insurance carried by the Interconnection Customer shall name the Distribution Provider as an additional insured. (e) The Commercial General Liability Insurance, Business Automobile Liability Insurance and Excess Liability Insurance policies shall name the other Party identified in the sections above, its parent, associated and affiliate companies and their respective directors, officers, agents, servants and employees ("Other Party Group") as additional insured. All policies shall contain provisions whereby the insurers waive all rights of subrogation in accordance with the provisions of this GIA against the Other Party Group and provide thirty (30) calendar days advance written notice to the Other Party Group prior to anniversary date of cancellation or any material change in coverage or condition. If any Party can reasonably demonstrate that coverage policies containing provisions for insurer waiver of subrogation rights, or advance written notice are not commercially available, then the Parties shall meet and confer and mutually determine to (i) establish replacement or equivalent terms in lieu of subrogation or notice or (ii) waive the requirements that coverage(s) include such subrogation provision or require advance written notice from such insurers. (f) The Commercial General Liability Insurance, Business Automobile Liability Insurance and Excess Liability Insurance policies shall contain provisions that specify that the policies are primary and shall apply to such extent without consideration for other policies separately carried and shall state that each insured is provided coverage as though a separate policy had been issued to each, except the insurer's liability shall not be increased beyond the amount for which the insurer would have been liable had only one insured been covered. Each Party shall be responsible for its respective deductibles or retentions. (g) The Commercial General Liability Insurance, Business Automobile Liability Insurance and Excess Liability Insurance policies, if written on a Claims First Made Basis, shall be maintained in full force and effect for two (2) years after termination of this GIA, which coverage may be in the form of extended reporting period coverage if agreed by the Parties. Solar Power Purchase Agreement Exhibit D-58 OHSUSA:759335424.1 DOCS 122447-000001/2350583.10 (h) The requirements contained herein as to the types and limits of all insurance to be maintained by the Parties are not intended to and shall not in any manner, limit or qualify the liabilities and obligations assumed by the Parties under this GIA. (i) Within ten (10) calendar days following the Effective Date of this GIA, and as soon as practicable after the end of each fiscal year or at the renewal of the insurance policy and in any event within ninety (90) calendar days thereafter, each Party shall provide certification of all insurance required in this GIA, executed by each insurer or by an authorized representative of each insurer. (j) Notwithstanding the foregoing, each Party may self-insure (a) to meet the insurance requirements of Section 6(a) of this Attachment 5, to the extent that it maintains a self- insurance program and is a qualified self-insurer within the state in which the Point of Interconnection is located, under the laws and regulations of such state; and (b) to meet the minimum insurance requirements of Sections 6(b) through 6(i) of this Attachment 5 to the extent it maintains a self-insurance program; provided that, such Party's senior secured debt is rated at investment grade or better by Standard & Poor's and that its self-insurance program meets the minimum insurance requirements of Sections 6(b) through 6(i) of this Attachment 5. For any period of time that a Party's senior secured debt is unrated by Standard & Poor's or is rated at less than investment grade by Standard & Poor's, such Party shall comply with the insurance requirements applicable to it under Sections 6(b) through 6(i) of this Attachment 5. In the event that a Party is permitted to self-insure pursuant to Article 8 of this GIA and Section 60) of this Attachment 5, it shall notify the other Party that it meets the requirements to self-insure and that its self-insurance program meets the minimum insurance requirements in a manner consistent with that specified in Section 6(i) of this Attachment 5. (k) The Parties agree to report to each other in writing as soon as practical all accidents or occurrences resulting in injuries to any person, including death, and any property damage arising out of this GIA. Solar Power Purchase Agreement Exhibit D-59 OHSUSA:759335424.1 DOCS 122447-000001/2350583.10 Attachment 6 Distribution Provider's Description of its Upgrades and Cost Responsibility The Distribution Provider shall describe Upgrades and provide an itemized best estimate of the cost, including overheads, of the Upgrades and annual operation and maintenance expenses associated with such Upgrades. The Distribution Provider shall functionalize Upgrade costs and annual expenses as either transmission or distribution related. 1. Network Upgrades. None. 2. Distribution Upgrades. The Distribution Provider shall: None identified. Solar Power Purchase Agreement Exhibit D-60 OHSUSA:759335424.1 DOCS 122447-000001/2350583.10 Exhibit E Energy Delivery Point Single-Line Drawing Note- Set forth below (or attached) is the preliminary Energy Delivery Point Single-Line Drawing, and upon the Commercial Operation Date, such preliminary drawing shall be replaced with a final Energy Delivery Point Single-Line Drawing. 03 � o n03 rn " o U1 [ } OQ a } C) c —0 Q k C � � CO O mn _ct, � LJLJL_JL_ HUUU II Q T, n `F � Ln I: n Solar Power Purchase Agreement Exhibit E- 1 OHSUSA:759335424.1 DOCS 122447-000001/2350583.10 Exhibit F Form of Lender Consent CONSENT AND AGREEMENT This Consent and Agreement (this "Consent") is made and entered into as of , 20_, by and among the [PURCHASER], a [type of entity] ("Project Participant"), , as collateral agent (together with its designees(s) or assignee(s) and its permitted successors and assigns in such capacity, "Collateral Agent") for the secured parties (the "Secured Parties") under the Security Agreement (as defined below), and [POWER PROVIDER], a [type of entity] ("Borrower"). RECITALS A. Borrower has entered into that certain Credit Agreement, dated as of , 20_ (as amended, amended and restated, supplemented or otherwise modified from time to time, the "Credit Agreement") with the financial institutions from time to time party thereto as lenders (collectively, the "Lenders"), and as administrative agent for the Lenders (in such capacity, "Administrative Agent") and Collateral Agent for the Secured Parties, providing for, among other things, Lenders to provide financing for Borrower to develop, construct, install, finance, own, operate and maintain that certain solar energy generating facility owned by the Borrower and located at [INSERT ADDRESS, CITY, STATE] (the "Facility"). B. Borrower and Project Participant entered into that certain [INSERT ALL AGREEMENTS BETWEEN BORROWER AND PROJECT PARTICIPANT AND PLURALIZE ALL REFERENCES TO ASSIGNED AGREEMENT BELOW IF NECESSARY] dated as of , 20_ (as amended, amended and restated, supplemented or otherwise modified from time to time, the "Assigned Agreement"). C. As part of the consummation of the transactions contemplated by the Credit Agreement, Borrower has entered into a security agreement with the Collateral Agent (the "Security Agreement"), pursuant to which Borrower will assign, among other things, as collateral security for its obligations under the Credit Agreement (the "Secured Obligations"), all estate, right, title and interest of Borrower in, to and under the Assigned Agreement (the "Assigned Interest") for the benefit of the Lenders (each, a "Secured Party" and collectively, the "Secured Parties"). NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt, adequacy and legal sufficiency of which are hereby acknowledged, and intending to be legally bound, the parties do hereby agree as follows: Solar Power Purchase Agreement Exhibit F - 1 OHSUSA:759335424.1 DOCS 122447-000001/2350583.10 AGREEMENT 1. Consent to Assignment; Subsequent Owner. Project Participant hereby consents in all respects to the collateral assignment under the Security Agreement of all of Borrower's right, title, obligations and interest in and to the Assigned Agreement. Project Participant agrees that, if Collateral Agent notifies Project Participant in writing that is has elected to exercise its rights and remedies pursuant to the Security Agreement with respect to the foreclosure of the Assigned Interest, then (i) Collateral Agent or any assignee and/or designee of Collateral Agent (a "Subsequent Owner") shall be substituted for Borrower under the Assigned Agreement and shall be subject to the rights and obligations of the Borrower under the Assigned Agreement and (ii) Project Participant shall recognize Collateral Agent or the Subsequent Owner, as the case may be, as its counterparty under the Assigned Agreement and continue to perform its obligations under the Assigned Agreement in favor of Collateral Agent or the Subsequent Owner, as the case may be. 2. Notice of Default. If Borrower defaults in the performance of any of its obligations under the Assigned Agreement, Project Participant will give written notice of such default to Collateral Agent and afford Collateral Agent the opportunity to cure such default (i) with respect to payment defaults, within ten (10) business days of such notice or the applicable cure period provided in the Assigned Agreement, whichever is greater, and (ii) with respect to non-payment defaults, within ninety (90) days of such notice or the applicable cure period provided in the Assigned Agreement, whichever is greater (provided, however, that such ninety (90) day period may be extended by no more than an additional ninety (90) day period if the Collateral Agent has commenced and is diligently pursuing appropriate action to cure such non-monetary default and such extension does not have a material adverse effect on Project Participant). 3. Recourse. Project Participant acknowledges and agrees that neither the Collateral Agent nor the Secured Parties shall have any liability or obligation under the Assigned Agreement as a result of this Consent or the Security Agreement except during any period in which Collateral Agent is a Subsequent Owner. If Collateral Agent becomes a Subsequent Owner, the Collateral Agent and the Secured Parties shall remain liable to Project Participant pursuant to the Assigned Agreement, having succeeded to the obligations of Borrower. 4. Direct Payment. Project Participant agrees that it will pay all amounts payable by it under the Assigned Agreement in the manner and as and when required by the Assigned Agreement directly into any account as may be specified from time to time by Collateral Agent to Project Participant in writing upon at least ten (10) days prior written notice. 5. No Termination, Assignment or Amendment. Project Participant will not, without the prior written consent of Collateral Agent, enter into any cancellation or termination of the Assigned Agreement (or suspension of performance of obligations thereunder) or consent to any cancellation or termination of the Assigned Agreement (or Solar Power Purchase Agreement Exhibit F-2 OHSUSA:759335424.1 DOCS 122447-000001/2350583.10 suspension of performance of obligations thereunder) by Borrower. Except as expressly permitted in the Assigned Agreement (other than any provision permitting transfers or assignments of the Assigned Agreement to an affiliate of Project Participant without consent), Project Participant will not, without the prior written consent of Collateral Agent (which consent shall not be unreasonably withheld, delayed or conditioned), (i) assign or otherwise transfer any of its right, title, interest or obligations under the Assigned Agreement; (ii) consent to any assignment or transfer by Borrower of its right, title, interests, or obligations under the Assigned Agreement, or (iii) enter into any amendment, supplement or other modification of the Assigned Agreement. 6. Representations and Warranties of Project Participant. Project Participant hereby represents and warrants, in favor of Collateral Agent, as of the date hereof, that (i) the execution, delivery and performance by Project Participant of this Consent and the Assigned Agreement have been duly authorized by all necessary corporate or other action on the part of Project Participant, (ii) each of this Consent and the Assigned Agreement is in full force and effect and constitutes the legal, valid and binding obligation of Project Participant, enforceable against Project Participant in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights generally and general equitable principles, (iii) Borrower is not in default of any of its obligations under the Assigned Agreement, nor do there presently exist any material disputes between Project Participant and Borrower under the Assigned Agreement, and (iv) Project Participant has no notice of, and has not consented to, any previous assignment by Borrower of all or any part of its rights under the Assigned Agreement. 7. Replacement Agreement. In the event the Assigned Agreement is rejected or terminated as a result of any bankruptcy, insolvency, reorganization or similar proceeding affecting Borrower, Project Participant will, at the option of Collateral Agent exercised within forty-five (45) days after such rejection or termination, enter into a new agreement with Collateral Agent (or its designee or assignee) having identical terms as the Assigned Agreement (subject to any conforming changes necessitated by the substitution of parties and other changes as the parties may mutually agree); provided that (i) the term under such new agreement shall be no longer than the remaining balance of the term specified in the Assigned Agreement and (ii) Collateral Agent (or its designee or assignee) shall be required to cure any then existing payment or performance defaults by Borrower under the Assigned Agreement (other than any then existing performance defaults which by their nature are incapable of being cured at the time such new agreement is entered into). 8. Notices. All notices, requests, claims, demands and other communications required or permitted to be given under this Consent shall be in writing and shall be deemed effectively given (i) upon personal delivery to the party to be notified; (ii) when received when sent by e-mail or fax by the party to be notified; provided, however, that notices given by e-mail or fax shall not be effective unless either (a) a duplicate copy of such e-mail or fax notice is promptly given by one of the other Solar Power Purchase Agreement Exhibit F -3 OHSUSA:759335424.1 DOCS 122447-000001/2350583.10 methods described in this Section 7, or (b) the receiving party delivers a written confirmation of receipt for such notice either by e-mail, fax or any other method described in this Section 7; (iii) one (1) business day after deposit with a reputable overnight courier, prepaid for overnight delivery and addressed as set forth in (iv) provided that the sending party receives a confirmation of delivery from the overnight courier service; or (iv) three (3) business days after deposit with the U.S. Post Office, postage prepaid, registered or certified with return receipt requested and addressed to the party to be notified at the address indicated for such party below, or at such other address as such party may designate by ten (10) days' advance written notice to the other parties given in the foregoing manner: If to Borrower- 1 1 Attention: Phone- Facsimile- Email- If hone:Facsimile:Email:If to Project Participant: [PURCHASER ] Attention- Phone- Facsimile- Email- If ttention:Phone:Facsimile:Email:If to Collateral Agent- Attention- Telephone: gent:Attention:Telephone: Facsimile: Email: 9. Successors and Assigns. This Consent shall be binding upon Project Participant and its permitted successors and assigns and shall inure to the benefit of Collateral Agent, its designee(s) and assignee(s) and their respective successors and assigns (including, without limitation, any entity that refinances all or any portion of the Secured Obligations). The Project Participant hereby agrees to execute a consent to assignment substantially in the form of this Consent and such other documents as may Solar Power Purchase Agreement Exhibit F-4 OHSUSA:759335424.1 DOCS 122447-000001/2350583.10 be reasonably requested by Borrower in connection with any collateral assignment of the Assigned Agreement to the lenders of Borrower from time to time at the request of Borrower, including any refinancing or replacement of the Credit Agreement. 10. Amendment of Financing Documents. The Credit Agreement, the Security Agreement, any related financing documents and the security interests granted thereunder may be amended, restated, refinanced (in whole or in part), supplemented or otherwise modified from time to time without Project Participant's consent and without affecting the terms or the validity or enforceability of this Consent. 11 . Governing Law. This Consent will be governed by and construed in accordance with the laws of the State of California (without giving effect to principles of conflicts of law). 12. Severability. If any provision of this Consent or the application thereof is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof, or the application of such provision to the parties hereto or circumstances other than those as to which it has been held invalid or unenforceable, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby, so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party hereto. 13. Counterparts. This Consent may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Consent and all of which, when taken together, will be deemed to constitute one and the same agreement. The facsimile, email or other electronically delivered signatures of the parties hereto shall be deemed to constitute original signatures, and facsimile or electronic copies hereof shall be deemed to constitute duplicate originals. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] Solar Power Purchase Agreement Exhibit F -5 OHSUSA:759335424.1 DOCS 122447-000001/2350583.10 IN WITNESS WHEREOF, the parties hereto have caused this Consent to be duly executed and delivered by their duly authorized officers as of the date first above written. [PURCHASER], a By- Name- Title- Accepted y:Name:Title:Accepted and Agreed to: not individually but solely in its capacity as Collateral Agent By- Name- Title- [POWER y:Name:Title:[POWER PROVIDER] a By: a its [managing member/general partner] By: Name: Title: Solar Power Purchase Agreement Exhibit F-6 OHSUSA:759335424.1 DOCS 122447-000001/2350583.10 Exhibit G Form of Estoppel POWER PURCHASER ESTOPPEL CERTIFICATE Reference is made to that certain Solar Power Purchase Agreement dated _, 20_ (as amended from time to time as of the date hereof, the "Agreement") between [name of project entity, a [type of legal entity]] (the "Project Company"), and [name of purchaser], a [type of legal entity] ("Power Purchaser") for the [name/type of facility] located at [address] (the "Project"). Power Purchaser acknowledges that (i) [ ] a Delaware limited liability company (the "Solar Fund"), has proposed to acquire an indirect [membership] interest of the Project Company and (ii) [ ], a Delaware limited liability company (together with the Solar Fund, the "Acquirors") has proposed to acquire a direct [sole membership] interest of the Project Company. In connection with the Acquirors' proposed acquisition, the Acquirors have required that the Project Company obtain the confirmation and agreement of the Power Purchaser as to certain matters related to the Agreement. Based on the foregoing, and recognizing that the Acquirors will rely hereon in connection with the proposed acquisition, Power Purchaser hereby confirms and agrees as follows: 1. The copy of the Agreement, attached hereto as Exhibit A, constitutes a true and complete copy of the Agreement. 2. The Agreement is in full force and effect and has not been modified or amended in any way except as shown on the instruments attached hereto as Exhibit A, and constitutes the entire agreement between Power Purchaser and the Project Company relating to the Project. 3. Power Purchaser has not transferred or assigned any interest in the Agreement. 4. Neither party to the Agreement is in default thereunder or has breached the Agreement and, to the best of Power Purchaser's knowledge, no facts or circumstances exist which, with the passage of time or the giving of notice or both, would constitute a default or breach by either such party thereunder. 5. All representations made by Power Purchaser in the Agreement are true and correct and all warranties under the Agreement are absolutely, irrevocably and unconditionally in effect. 6. There are no actions pending against Power Purchaser under the bankruptcy or any similar laws of the United States or any state. Solar Power Purchase Agreement Exhibit G- 1 OHSUSA:759335424.1 DOCS 122447-000001/2350583.10 7. Power Purchaser has not provided written notice to Power Provider of any event, act, circumstance or condition constituting an event of force majeure under the Agreement. 8. Project Company has not received or claimed any amounts under the limited indemnification obligation of Power Purchaser set forth in Section 13 of the Agreement. 9. Project Company does not owe any indemnity payments to Power Purchaser and Power Purchaser has no existing counterclaims, offsets or defenses against Project Company under the Agreement. 10. There are no proceedings pending or, to Power Purchaser's knowledge without inquiry, threatened by written letter or claim against or affecting Power Purchaser in any court or by or before any court governmental authority or arbitration board or tribunal which could reasonably be expected to have a material adverse effect on the ability of Power Purchaser to perform its obligations under the Agreement. 11. Power Purchaser has no objection to and hereby consents to (i) Project Company's pledging its rights under the Agreement to in connection with the debt financing for the Project and (ii) Acquirors' acquisition of their respective interests in the Project Company, provided Acquiror agrees in writing to be bound by Project Company's obligations under the Agreement. 12. All payments due under the Agreement have been paid in full through the period ending _, 20_ 13. There are no disputes or proceedings between Power Purchaser on the one hand and the Project Company on the other. 14. Power Purchaser understands and acknowledges that the Acquirors will be relying on this certificate in connection with the debt and equity financings for the Project and, accordingly, that this certificate binds Power Purchaser and its successors and assigns. WITNESS the execution hereof under seal this day of 20_ POWER PURCHASER: By: Name: Title: Solar Power Purchase Agreement Exhibit G-2 OHSUSA:759335424.1 DOCS 122447-000001/2350583.10 Exhibit H Land Use Agreement Sublease will be granted for installing and operating an electrical meter with SCE. System will be connected to that meter and will allow the City of Temecula to generate bill credits. [Land Use Agreements to be provided] Solar Power Purchase Agreement Exhibit H- 1 OHSUSA:759335424.1 DOCS 122447-000001/2350583.10 Sublease Agreement This Sublease Agreement (this "Sublease") dated as of May , 2016 ("Effective Date"), is by and between SMER Research 1, LLC, a California limited liability company ("Sublandlord"), and City of Temecula, a California Municipal Corporation ("Subtenant"). Recitals A. The Trustees of the California State University, acting by and through San Diego State University ("Master Landlord"), as landlord, and Sublandlord, as tenant, entered into that certain Ground Lease Agreement dated October 21, 2014, a copy of which is attached hereto as Exhibit A ("Master Lease"). B. Subtenant desires to sublet from Sublandlord all of the Leased Property (defined in the Master Lease), and all of Sublandlord's right, title and interest in and to the Landlord's Other Property (defined in the Master Lease) (collectively, the "Premises"), on the terms and conditions contained in this Sublease. Agreement 1. Master Lease Agreement. All of the provisions of the Master Lease that are not in conflict with this Sublease are incorporated into this Sublease as if fully set forth herein. If any provisions of this Sublease conflict with any portion of the Master Lease as incorporated herein, the terms of this Sublease shall govern. 1.1 With respect to the performance of any obligations required of Master Landlord under the Master Lease, Sublandlord's sole obligation shall be to request the same, and to use reasonable efforts to obtain the same from Master Landlord. Subtenant shall cooperate with Sublandlord as may be required to obtain from Master Landlord any performance of Master Landlord's other obligations under the Master Lease. 1.2 Sublandlord shall perform all obligations of the Tenant under the Master Lease at its sole cost and expense. Sublandlord shall procure and maintain for the duration of the term of this Sublease the type and amount of insurance required of the Tenant pursuant to Paragraph 9 of the Master Lease, subject to the insurance requirements of Section 9 of the Master Lease and naming the City of Temecula, its elected officials, officers and employees as additional insureds. In the event that Subtenant incurs any costs or expenses to fulfill an obligation of the Tenant under the Master Lease pursuant to Subtenant's obligations under this Sublease, Sublandlord shall reimburse Subtenant for such costs or expenses within thirty days of notice from Subtenant. 1.3 Subtenant shall not do or permit to be done anything which would constitute a violation or breach of any of the terms, conditions or provisions of the Master Lease or which would cause the Master Lease to be terminated or forfeited by virtue of any risks of termination or forfeiture reserved by or vested in Master Landlord. 1 DOCS 122447-000001/2517276.4 1.4 If the Master Lease terminates, this Sublease shall terminate and the parties shall be relieved from all liabilities and obligations under this Sublease. 1.5 Sublandlord represents that the Master Lease is in full force and effect and that there are no defaults on Sublandlord's part under the Master Lease. Sublandlord represents that if Subtenant performs all the provisions in this Sublease to be performed by Subtenant, Subtenant shall have and enjoy throughout the term of this Sublease the quiet and undisturbed possession of the Premises to the extent provided in the Master Lease, and non-exclusive access to the Common Area. 2. Term. The term of this Sublease shall commence on April , 2016 ("Effective Date") and shall continue for twenty (20) years from the Operations Date, as that Term is defined in the Master Lease, and may be extended by Subtenant for two (2) successive five (5) year periods. 3. Rent. For each one (1) year of Term, beginning on the Effective Date, and during each year of the Term thereafter, Subtenant shall pay Rent for the Premises, in advance, in the sum of One Dollar($1.00). 4. License Right. During the term of this Sublease, Sublandlord shall be entitled to enter onto the Premises in accordance with the License Agreement attached as Exhibit B, and incorporated herein by this reference. 5. Master Landlord Default. Notwithstanding any provision of this Sublease to the contrary, Sublandlord shall not be liable or responsible in any way for any loss, damage, cost, expense, obligation or liability suffered by Subtenant by reason or as the result of any breach, default or failure to perform by the Master Landlord under the Master Lease. 6. Attorneys' Fees. If there is any legal or arbitration action or proceeding between Sublandlord and Subtenant to enforce any provision of this Sublease or to protect or establish any right or remedy of either Sublandlord or Subtenant hereunder, the unsuccessful party to such action or proceeding will pay to the prevailing party all costs and expenses, including reasonable attorneys' fees incurred by such prevailing party, and if such prevailing party recovers a judgment in any such action, proceeding or appeal, such costs, expenses and attorney's fees will be determined by the court or arbitration panel handling the proceeding and will be included in and as a part of such judgment. 7. Notices. All notices given under this Sublease must be in writing and shall be effectively served upon delivery, or if mailed, upon the first to occur of receipt or the expiration of forty-eight hours after deposit in certified United States mail, postage prepaid, sent to the party at its address set forth on the last page of this Sublease. Those addresses may be changed by either party by notice to the other party. 8. Assignment. There shall be no sub-subletting or assignment of this Sublease. 2 DOCS 122447-000001/2517276.4 IN WITNESS WHEREOF, Sublandlord and Subtenant have executed this Sublease as of the day and year first above written. SUBLANDLORD: SUBTENANT: SMER Research 1, LLC City of Temecula By: By: Paul Galindo Mike Naggar Managing Member Mayor Attest: Randi Johl-Olson, JD, MMC City Clerk Approved as to Form: Peter M. Thorson City Attorney 3 DOCS 122447-000001/2517276.4 EXHIBIT A MASTER LEASE Exhibit A DOCS 122447-000001/2517276.4 EXHIBIT "A" SDSU Agreement 40096313 GROUND LEASE AGREEMENT BETWEEN TRUSTEES OF THE CALIFORNIA STATE UNIVERSITY SAN DIEGO STATE UNIVERSITY i AND SMER RESEARCH 1,LLC This Ground Lease Agreement(this"Lease")is made and entered into this 21" day of October, 2014("Lease Date") ,pursuant to Education Code Section 89046, by and between the Trustees of the California State University, acting by and through San Diego State University("University"or "Landlord"),and SMER Research 1, a limited liability company("Tenant"). Tenant and Landlord are sometimes referred to herein individually as a"Party"and collectively as the"Parties." WITNESSETH WHEREAS, Tenant desires to use the facilities described below for the purpose of development, design, finance, construction,and operation of a three(3)megawatt(14W)solar photovoltaic(PV) generating facility. WHEREAS,the President of the University finds that the property of the University described in this Lease is available for Tenant's Project(as defined below)purposes at the time or times covered by this Lease and that this Lease will not interfere with the requirements of the University; and WHEREAS,Tenant is developing a community solar energy generation project with Southern California Edison;and WHEREAS,Tenant and University would like to encourage reseach at the Santa Margarita that would benefit future renewable energy development and habitat restoration in Riverside County; and Grant of Lease. In consideration of the covenants herein contained,Landlord does hereby grant to Tenant, and Tenant does hereby accept(i) a lease for exclusive use by Tenant of that land and all air rights thereon,as more fully described and identified in Exhibit"1"attached hereto and incorporated herein by this reference ("Leased Property"), and(ii) easement rights as are more fully described herein across certain additional tracts of land which are adjacent to or in the vicinity of the Leased Property as described in Exhibit"2" attached hereto ("Landlord's Other Property"),on the terms and conditions hereinafter set forth. 1. Lease Term. The term of this Lease("Term") shall commence on November I't,2014 ("Effective Date") and shall continue for 20 years after the Operations Date, defined below(the"Initial Term"),but not to exceed a total Term of 30 years,unless sooner terminated in accordance with the provisions hereof. Tenant shall take exclusive possession of the Leased Premises on the Effective Date. Provided that Tenant is not then in default under this Lease Agreement past any applicable notice and/or cure periods, Tenant shall have the right to renew the Initial Term of this Lease for two (2) successive 1 71268594.8 71604898.2 0043138-00005 SDSU Agreement 40096313 period of five (5) years each(a "Renewal Term"),by notifying Landlord of its exercise of the renewal at least sixty(60) days prior to the end of the Initial Term. The Initial Term and Renewal Term,if exercised, may be referred to collectively herein as the"Term". The Renewal Term shall be on the terms and conditions of this Lease. 2. Use of Leased Property by Tenant. 2.1 Permitted Uses, This Lease is for solar energy collection and conversion,for transmission of electric power and for related research and incidental purposes and activities (collectively,"Operations"),including,only on the Leased Property: (a) conducting studies of solar radiation, solar energy, soils, and other meteorological and geotechnical data; (b) constructing,reconstructing, erecting,installing, improving, replacing,relocating and removing from time to time,and maintaining,using,monitoring and operating, existing,additional or new(i)individual units or arrays of solar energy collection cells, panels,mirrors,lenses and related facilities necessary to harness sunlight for photovoltaic systems installed in connection with the foregoing solar energy facilities,existing and/or future technologies used or useful in connection with the generation of electricity from sunlight, and associated support structure,braces,wiring, and related equipment("Solar Energy Facilities"), (ii) electrical transmission and distribution facilities,including, overhead and underground transmission,distribution or collector lines,circuit breakers,meters, conduit,footings,towers, poles, crossarms, guy lines, anchors, cabling and wires, (iii)overhead and underground control, communications and radio relay systems,(iv)substations, interconnection and/or switching facilities and electric transformers and transformer pads, (v)energy storage facilities, (vi) meteorological towers and solar energy measurement equipment, (vii) control buildings, control boxes and computer monitoring hardware, (viii)utility installation,(ix) safety protection facilities, (x)maintenance yards, (xi)roads and erosion control facilities,including a bridge over the existing head ditch (xii)signs and fences, and(xiii) other improvements,fixtures, facilities, machinery and equipment associated or connected with the generation,conversion,storage, switching,metering, step-up, step-down,transmission,distribution,conducting,wheeling, sale or other use or conveyance of electricity(all of the foregoing,including the Solar Energy Facilities,collectively a "Solar Energy System" or"Improvements"); (c) removing,trimming,pruning,topping or otherwise controlling the growth of any tree, shrub,plant or other vegetation;dismantling, demolishing, and removing any improvement, structure, embankment, impediment,berm,wall,fence or other object("Clearing"), on or that intrudes (or upon maturity could intrude)into the Leased Property, or that is located on Landlord's Other Property adjacent to the Leased Property,that could obstruct,interfere with or impair the Solar Energy System or the use of the Property intended by Tenant hereunder; and excavating, grading,leveling and otherwise modifying the land,provided that any Clearing proposed by Tenant shall be first approved by Landlord, which approval shall not be unreasonably withheld,conditioned or delayed; and (d) restoring habitat and maintaining restored areas. 2 71268594.8 71604898.2 0043138-00005 SDSU Agreement 40096313 (e) undertaking any other lawful activities,whether accomplished by Tenant or a third party authorized by Tenant,that Tenant determines are necessary,helpful, appropriate or convenient in connection with,incidental to or to accomplish any of the foregoing purposes. Tenant shall not make any use of the Leased Property other than that described in this Lease without first obtaining Landlord's consent,which consent shall not be unreasonably withheld. (f) Landlord will provide access and the necessary easements across Landlord's Other Property,in accordance with California State University standard easement forms,to allow Tenant and IID to build and locate any facilities or distribution lines necessary to connect the Solar Energy Facilities to IID's electric transmission system, and to provide such ingress and egress to the Leased Property as may be required by Tenant and IID pursuant to the terms of this agreement. (g) As state property,all earth-moving, construction,installations,and major modifications on the Leased Property must be pre-approved by SDSU Facilities Planning, Design, and Construction Department and issued the proper permit from the same department or its designee for the work to be done, such approval and issuance of the related permit not to be unreasonably withheld, conditioned or delayed. (h) Tile lines in the Leased Property will either be completely avoided by construction and repaired if damaged in any way by Tenant or Tenant's activities,or Tenant will plug the file line system on the Leased Property in a manner which keeps the tile lines in Landlord's Other Property completely functional. 2.2 Additional Uses. The Parties acknowledge and agree: (a) that solar energy technologies are improving at a rapid rate and that it is probable that Tenant may(although Tenant shall not be required to)replace from time to time existing Solar Energy Facilities on the Leased Property with newer model or design Solar Energy Facilities which are,in Tenant's sole opinion, superior to the facilities or equipment replaced;such changes will adhere completely to the provisions of this Lease,including requirements to submit to permitting for major modifications in 2.1.(f). (b) this Lease includes the right of ingress to and egress from the Solar Energy System over,under, and along the Leased Property and, by easements granted hereby, over,under, and along Landlord's Other Property,by means of any existing roads and lanes thereon, and,subject to written consent from Landlord,which consent will not be unreasonably withheld,by such other route or routes as Tenant may construct on the Leased Property from time to time,for the benefit of and for purposes incidental to Operations on the Leased Property and to Improvements that are developed,installed,constructed and/or operated on the Leased Property, and on other property to be acquired by leasehold or by fee purchase,by or on behalf of Tenant, as a single integrated Solar Energy System to,generate and deliver electrical power to purchasers of such power("Project"), and for the benefit of and for purposes incidental to Operations,activities and projects on lands other than the Leased Property. 3 71268594.8 71604898.2 0043138-00005 SDSU Agreement 40096313 (c) this Lease includes the right to conduct any and all Operations on the Leased Property for the benefit of and for purposes incidental to Operations, activities and projects on lands other than the Leased Property, including the right to (i) install and maintain on the Leased Property and, subject to written consent from Landlord,which consent will not be unreasonably withheld,by easements granted hereby,Landlord's Other Property,transmission lines,both overhead and underground,which carry electricity to and/or from lands other than the Leased Property,and(ii)install and maintain on the Leased Property or,by easements granted hereby,Landlord's Other Property, communication lines and facilities,both overhead and underground,which carry communications to and/or from lands other than the Leased Property. (d) Tenant shall have the right to use the Leased Property for educational purposes,including tours and lectures concerning the generation of electricity at the Project. (e) Tenant shall cause to be constructed the following improvements, including the funding of all labor,materials, equipment, and supervision necessary: 2.4 Exclusive Use. Tenant shall have the sole and exclusive right to collect and convert all of the solar resources of, and to conduct Operations on,the Leased Property. Landlord shall not grant any rights in the Leased Property purporting to permit others to conduct Operations on the Leased Property in derogation of Tenant's sole and exclusive rights on the Leased Property. Without the prior written consent of Tenant,which shall not be unreasonable withheld, Landlord shall not(i)waive any obligation of, including without limitation any environmental regulation,land use ordinance or zoning regulation, with respect to setback requirements,noise limitations or other restrictions and conditions respecting the placement of Solar Energy Facilities and other equipment ancillary to Solar Energy System operations on parcels adjacent to or in the vicinity of the Leased Property,or(ii) grant, confirm, acknowledge, recognize or acquiesce in any right claimed by any other person to conduct Operations on the Leased Property in derogation of Tenant's rights on the Leased Property, and Landlord agrees to give Tenant notice of any such claims and to cooperate with Tenant in resisting and disputing such claims. 2.5 Commencement Date/Operations Date/License. Tenant intends to install Solar Power Facilities on the Leased Property consisting of such facilities, equipment and related improvements determined by Tenant,subject to Landlord permitting as provided for in Section 2.1(f). Subject to Landlord permitting as provided for in Section 2.1(f),the precise location on the Leased Property and timing of such installation shall be also determined by Tenant. The date of commencement of Project construction by grading of any part of the Leased Property shall be referred to herein as the "Commencement Date." The date that electricity generated by Tenant's Solar Power Facilities on the Leased Property is first delivered to a third party power purchaser in return for payment pursuant to the Solar Power Facilities' entry into commercial operations, shall be referred to herein as the"Operations Date." For the avoidance of doubt the parties acknowledge that the sale of test energy will occur prior to the commencement of commercial operations. The period of time during which Operations on the Leased Property generates electricity that is sold to a third party purchaser shall be referred to herein as the"Operations Period."Tenant is herby granted a license, to be effective from the Lease Date until the Effective Date(when Tenant shall have the right to take exclusive possession of the Leased Property), including permission to enter upon the Leased Property to conduct such studies of the land, solar resources or other aspects of the Leased Property and to prepare,maintain and alter it for commencement of construction of the Project and to construct any road or bridge needed for the Project; 4 71268594.8 71604898.2 0043138-00005 SDSU Agreement 40096313 provided that all Tenant activity on the Leased Premises under this license prior to the Effective Date shall be first approved by Landlord,in coordination with the tenant in possession of that land as of the Lease Date. 3. Permits and Governmental Approvals. Tenant shall be responsible for obtaining at its sole cost and expense from any governmental agency or any other person or entity any environmental impact review,permit,entitlement,approval, authorization or other rights necessary or convenient in connection with Operations or proposed Operations; and Landlord shall promptly upon request, execute, and, if appropriate,cause to be acknowledged and recorded,any map, application, document or instrument(including any variance,encroachment agreement or setback waiver)that is reasonably requested by Tenant in connection therewith. Such documents shall be in the form,if any,required by state or local government(s). Landlord shall cooperate with Tenant as necessary to obtain any governmental approvals. Tenant shall reimburse Landlord for its reasonable out-of-pocket expenses directly incurred in connection with such cooperation. Tenant agrees to take responsibility for meeting the CEQA requirements for the Project. Consideration to Landlord. 3.1 Curriculum Contributions. In consideration for the rights granted under this Lease, Tenant shall provide to Landlord,no later than 30 days following the Operations Date, an initial research contribution of$20,000.00 (the"Initial Research Contribution"),followed by annual curriculum contributions of$20,000.00,upon completion of the solar installation,for each one year of the Term, and during any extension thereof,payable in advance in twelve equal monthly installments (the"Annual Research Contribution,"the Initial Curriculum Contribution and the Annual Contribution together constituting the"Research Contributions"). 3.2 Annual Rent. In consideration for the rights granted under this Lease,for each one year of the Term, beginning on the Operations Date, and during any extension thereof,Tenant shall pay to Landlord, in advance,the sum of Zero Dollars ($0), ("Rent"). 4. Payment of Taxes. Tenant shall pay (a)any personal property taxes on the Solar Energy System and/or any such taxes that may be directly levied on solar energy conversion equipment installed by Tenant, and(b)pay all real property taxes and assessments levied against the Leased Property. 5. Encumbrances. Landlord and Tenant shall keep the other's interest in the Property free and clear of all liens or encumbrances(which may include any stop payment notice affecting the Property) whether for labor and services performed on,materials, supplies or equipment f irnished in connection with Landlord's or Tenant's (as applicable)use of the Property, subject to Landlord's and Tenant's(as applicable)right to contest such claims. If such lien or encumbrance is not removed within sixty(60) days after it receives notice thereof,the responsible Party(Landlord or Tenant)shall provide a bond or other security as the other Party may reasonably request,or remove any such lien or encumbrance from the Property pursuant to applicable law. 6. Maintenance of Leased Property; Liability Waiver. 6.1 Maintenance. Throughout the Term of this Lease,Tenant shall,at Tenant's sole cost and expense, (a)maintain the Improvements and all areas of the Leased Property used by Tenant in Tenant's Operations in accordance with all applicable laws,rules,ordinances, orders,and regulations of 5 71268594.8 71604898.2 0043138-00005 SDSU Agreement 40096313 all governmental agencies; and(b)maintain the Leased Property(including the restored habitat)in a functional condition(including keeping out any invasive growth)and upon completion shall remove all rubbish(including weeds and unlandscaped growth not associated with the habitat),tools, equipment and surplus materials,leaving the Leased Property in a restored habitat condition. Tenant will maintain all improvements now, or hereafter located, on the Premises throughout the Term of this Lease. Tenant shall repair and restore to its original condition,including certification of its environmental cleanliness, any of the Leased Property,which may be damaged or destroyed in connection with the exercise by Tenant or its agents,employees or contractors of the rights granted by this Lease. 6.2 Failure to Comply. If Tenant fails to comply with any obligation of Tenant under this Section 7 after Landlord has given Tenant at least thirty(30)days prior written notice of such failure (except in event of emergency need for immediate action),Landlord shall have the right, but not the obligation,to take such measures to correct the noticed failure as Landlord deems necessary,in its reasonable discretion,and charge the reasonable cost and expense thereof to Tenant. 6.3 Electrical Interference. Landlord and Tenant shall cooperate and use their best efforts to minimize any interference or disruption of the other Party's research and communications operations caused by its own operations. The Parties agree to cooperate and participate in tests or other procedures as either Party may deem reasonably necessary to enable it to determine whether or not any unreasonable electronic interference is occurring. Notwithstanding the foregoing,the Party claiming unreasonable interference shall provide the other Party with written technical information and data describing the affected facilities or equipment. In the event the Parties are unable to resolve such interference problem,the interfering Party shall retain,at its sole cost and expense,a qualified professional electrical engineer to designate a reasonable remedy. If either Party's research or communications operations are unreasonably interfered with or disrupted due to any act or omission by the other Party, such interfering Party shall commence to cure such interference or disruption within ten (10) business days after receiving written notice of such interference from the other Party, and complete such cure as soon as reasonably possible. In the event Landlord shall grant a license to any other party or person, other than Landlord or its employees,to install or operate communications equipment on or immediately adjacent to the Leased Property,Landlord shall include the noninterference provisions contained in this Lease in any license or lease to third parties and Landlord agrees to enforce the noninterference provisions in the license or lease of such third party. Landlord will not permit the use of any portion of its land adjacent to the Leased Property in a way which(a)results in interference with Tenant's then existing Operations; (b)encroaches onto the Leased Property; or(c)interferes with Tenant's transmissions. Landlord will have the responsibility to promptly terminate said interference or encroachment upon written notice from Tenant. 7. Security; Landlord's Access. All security measures reasonably necessary to protect against damage or destruction of Tenant's Solar Energy Facilities and other Improvements, or injury or damage to persons or property on the Leased Property,may be provided by Tenant on the Leased Property or Landlord's Other Property including, if reasonably necessary,warning signs, closed and locked gates, and other measures appropriate and reasonable. Landlord may obtain access to any part of the Leased Property that is within Tenant's secured areas for the purpose of inspection of activities thereon up to twice per calendar year upon 48 hours written notice to Tenant, and at any time whenever there is probable cause due to emergency or immediate danger to person or property, rop vided that such access shall not unreasonably interfere with Tenant's Project(s) or Operations. 6 71268594.8 71604898.2 0043138-00005 SDSU Agreement 40096313 8. Tenant's Access. Tenant shall at all times during the term of this Lease have access to the Leased Property,Landlord's Other Property and to Tenant's Improvements for all purposes specified in this Lease. Tenant shall conduct its operations at all times while on the Site in such a manner as to cause no unreasonable interference with the normal operations and activities of Landlord,its guests and licensees. 9. Insurance. At all times during which Tenant is conducting activities on the Property, and at all times during the Term of this Lease,Tenant shall,at all own cost and expense, obtain and maintain in effect the following minimum insurance coverage: 9.1 Prior to Commencement Date: • General Liability: comprehensive or commercial form minimum limits coverage in the minimum amount of$1,000,000 combined single limit bodily injury and property damage each occurrence and$2,000,000 aggregate, including premises/operations,personal injury,broad form property damage,products/completed operations, contractual liability, independent contractors and $100,000 fire legal liability.A Waiver of subrogation is required. • Sudden and Accidental Pollution coverage with minimum limits of$1,000,000 per occurrence. • Commercial Automobile Liability: coverage is required in the minimum amount of$1,000,000 combined single limit bodily injury and property damage,including owned,non-owned and hired automobiles. • Workers' Compensation: as required under California law. 9.2 On and After the Commencement Date: • General Liability: comprehensive or commercial form minimum limits coverage in the minimum amount of$1,000,000 combined single limit bodily injury and property damage each occurrence and$2,000,000 aggregate, including premises/operations,personal injury,broad form property damage,products/completed operations, contractual liability, independent contractors,sudden and accidental pollution and$100,000 fire legal liability. A Waiver of subrogation is required. • Excess Liability: $15,000,000 that will sit excess of underlying commercial general liability, commercial automobile liability, and employer's liability insurance required herein. • Commercial Automobile Liability: coverage is required in the minimum amount of$1,000,000 combined single limit bodily injury and property damage, including owned,non-owned and hired automobiles. • Workers' Compensation: as required under California law. Insurers shall be licensed by the State of California to transact insurance and shall hold a current A.M. Best's rating of no less than A-VII; current proof of this rating must be provided with the certificate of insurance and endorsement. 9.3 The certificate of insurance shall provide: (a)That Landlord shall receive notice of cancellation in accordance with the policy provisions; 7 71268594.8 71604898.2 0043138-00005 SDSU Agreement 40096313 (b)That the State of California,the Trustees of the California State University,the University, and the employees,officers,and agents of each of them, are included as additional insureds,but only insofar as the operations under this contract are concemed; (c)That the State,the Trustees, and the University, and the employees, officers, and agents of each of them will not be responsible for any premiums or assessments on the - policy. (d) Acceptability of Insurers rating,AM Best—A-VII or equivalent. 9.4 Tenant agrees that the bodily injury liability insurance herein provided shall be in effect at all times during the term of this lease.In the event said insurance coverage expires at any time or times during the term of this lease,Tenant agrees to provide prior to said expiration date,a new certificate of insurance evidencing insurance coverage as provided herein for not less than the remainder of the term of the lease,or for a period of not less than one (1)year.New certificates of insurance are subject to the approval of the University, and the tenant agrees that no work or services shall be performed prior to the giving of such approval. In the event tenant fails to keep in effect at all times insurance coverage as herein provided,the University may in addition to any other remedies it may have,terminate this lease subject to the provisions of Section 14. 10. Indemnity. 10.1 Indemnity by Tenant. Tenant shall defend,indemnify and hold Landlord,the California State University Trustees,Chancellor,the State of California, and the University,their officers,agents and employees of each of them harmless from and against all liability and claims of liability,for damage to property, or death of or injury to persons,resulting from the negligent or intentional activities of Tenant,its agents, contractors, employees, guests,invitees,licensees and permittees (collectively, "Tenant's Agents")on or about the Leased Property, except to the extent that such liability or loss is due to the negligent or intentional activities of Landlord or its agents, employees,contractors, guests, invitees, licensees and permittees (collectively, "Landlord's Agents"). 10.2 Indemnity by Landlord. Landlord shall defend, indemnify and hold Tenant harmless from and against all liability and claims of liability,for damage to property,or death of or injury to persons,resulting from the activities of Landlord and Landlord's agents,contractors, employees, guests, invitees,licensees and permittees on or about the Leased Property or arising out of the condition of the Leased Property as of the Commencement Date; except to the extent that such liability or loss is due to any negligent or intentional acts of Tenant or Tenant's Agents. 10.3 Hazardous Materials. (a) Landlord shall not violate, and shall indemnify Tenant for,from and against any claims,costs, damages,fees or penalties arising from a violation(past,present or future)by Landlord or Landlord's Agents of, any federal, state or local law, ordinance,order, or regulation relating to the generation,manufacture,production,use,storage,release or threatened release, discharge, disposal,transportation or presence of any substance,material or waste which is now or hereafter classified as hazardous or toxic, or which is regulated under current or future federal, state or local laws or regulations, on or under the Leased Property, S 71268594.8 71604898.2 0043138-00005 SDSU Agreement 40096313 (b) Tenant shall not violate,and shall indemnify Landlord against, any claims, costs,damages,fees or penalties arising from a violation by Tenant or Tenant's Agents of any federal, state or local law, ordinance, order, or regulation relating to the generation,manufacture, production,use, storage,release or threatened release,discharge,disposal,transportation or presence of any substance,material or waste which is now or hereafter classified as hazardous or toxic,or which is regulated under current or future federal,state or local laws or regulations, on or under the Leased Property, except for any such violation which is imposed by reason of the existence on or under the Leased Property of hazardous substances on the date of this Lease,and except for pre-exisiting violations that are covered by Landlord's indemnity under Section 11.3(a) (c) Any abatement required due to Tenant's construction shall be the Tenants's sole responsibility. 11. Assignment. 11.1 Assignment by Tenant. Subject to Section 18,below,Tenant shall not assign to any third party all or any part of this Lease,nor any interest herein,without the prior written consent of Landlord,which consent shall not be unreasonably withheld,conditioned or delayed, except that Tenant may assign this Lease without the consent of Landlord to any Affiliate(as defined below) of Tenant or to any partnership in which Tenant, or any Affiliate of Tenant,participates, or to any successor-in- interest or entity acquiring fifty-one percent(51%) or more of Tenant's or its Affiliate's stock or assets. "Affiliate"for this purpose shall be defined as including any parent,subsidiary or other affiliated entity of Tenant. 11.2 Easements and Other Grants by Tenant. Tenant shall have the right to grant easements or licenses which Tenant deems necessary to Tenant's use of the Leased Property under this Lease in all,or one or more portions,of the Leased Property at any time,and from time to time,during the Term, subject to Landlord's approval which will not be unreasonably withheld,conditioned or delayed. No easement or license granted pursuant to this Section 12.2 shall relieve Tenant of any of its obligations under this Lease. 12. Termination. 12.1 Termination by Tenant. Subject to Section 15,below,but notwithstanding any other provisions of this Lease,Tenant shall have the right, at any time on three(3)months notice to Landlord, to terminate this Lease as to the Leased Property, or any part thereof, and surrender to Landlord all of Tenant's right,title and interest in and to the Leased Property, or the part for which the Lease is terminated,by delivering to Landlord a written notice of termination. 12.2 Termination by Landlord. Beginning on the date which is five(5)years after the Commencement Date,Landlord shall have the right to terminate this Lease upon three (3)months advance written notice to Tenant in the event Tenant has then(i)removed its Improvements from the Leased Property and(ii)failed to replace the Improvements within sixty(60) days following such removal. 9 71268594.8 71604898.2 004313"0005 SDSU Agreement 40096313 13. Default. In the event of any alleged default or failure to perform any obligation under this Lease,the nondefaulting Party shall give the alleged defaulting Party written notice thereof,which notice shall include the acts required to cure the same with reasonable specificity. The Party given notice of failure to make any monetary payment when due shall have a period of thirty(30)days after such notice is given within which to cure such default. In the event of any other failure,the defaulting Party shall have a period of thirty(30) days within which to cure such default,which period shall be extended to the extent reasonably necessary to complete such cure so long as the cure was commenced within thirty(30) days after such notice is given and thereafter prosecuted with due diligence. Delinquent payments shall bear interest from their respective due dates until paid at the rate of the lesser of(i)of six percent(6%)per annum, or(ii)the maximum rate permitted by law. Any prohibited conduct under this Lease may be enjoined and this Lease shall be specifically enforceable,but neither Party's remedies shall include the right to terminate this Lease or evict the other Party from the Leased Property. 14. Surrender and Restoration. 14.1 Surrender. Upon any termination,surrender,or expiration of this Lease,Tenant shall peaceably deliver up to Landlord possession of the Leased Property or any part thereof,and other rights granted by this Lease,and shall execute,at Landlord's request,any and all documents needed to record or evidence such termination with the appropriate governmental agency of the state where the Leased Property is located("State"). 14.2 Restoration. Upon any termination, surrender, or expiration of this Lease, and within six (6)months thereafter, Tenant shall restore the Leased Property by removing structures and Improvements to the extent reasonably practicable to a depth of three (3)feet below the surface of the Leased Property. The six month deadline can be extended with reasonable cause by Tenant requesting an extension from the Landlord in writing 15 days in advance of the deadline. In addition,Tenant shall restore the surface of the Leased Property as is reasonably practicable to its original condition as the same existed at the inception of this Lease and shall repair any damage,to the extent reasonably practicable,to the Leased Property as a result of any removal of Tenant's Improvements under this Section. Notwithstanding any of the foregoing,in no event shall Tenant have the obligation to modify the grade of the Leased Property as established by Tenant for its uses or to restore any vegetation. Tenant shall repair and restore to its original condition,including certification of its environmental cleanliness,any of the Leased Property,including(but not necessarily limited to)field infrastructure (ditches,tile lines,borders),roads,buildings and fences,which may be damaged or destroyed in connection with the exercise by Tenant or its agents, employees or contractors of the rights granted by this Lease. 14.3 Insurance Proceeds. After the occurrence of any casualty event to the Leased Property or any part thereof,Tenant shall give prompt written notice thereof to Landlord. In the event of any damage to or destruction of the Improvements, all insurance proceeds resulting from insurance coverage obtained by or on behalf of Tenant shall be paid to Tenant. 15. Condemnation. 15.1 Complete Taking. If, at any time, any authority having the power of eminent domain shall condemn all or substantially all of the Leased Property, or the Improvements thereon,for any 10 71268594.8 71604898.2 0043138-00005 SDSU Agreement 40096313 public use or otherwise,then the interests and obligations of Tenant under this Lease in or affecting the Leased Property shall cease and terminate upon the earlier of(i)the date that the condemning authority takes physical possession of the Leased Property or the Project thereon, (ii)the date that Tenant is, in its sole judgment,no longer able or permitted to operate the Project on the Leased Property in a commercially viable manner,or(iii)the date of the condemnation judgment,at which time this Lease shall terminate and Landlord and Tenant shall be relieved of any and all further obligations and conditions to each other under this Lease, with the exception of the provisions of Section 15.2, 15.3 and 16.3. 15.2 Partial Taking. If,at any time during the term of this Lease,any authority having the power of eminent domain shall condemn any portion of the Improvements or of the Leased Property, then the interest and obligations of Tenant under this Lease as to those Improvements or the Leased Property so taken shall cease and terminate upon the earlier of(i)the date that the condemning authority takes physical possession of such Improvements or the Leased Property, (ii)the date that Tenant is, in its sole judgment,no longer able or permitted to operate the Project on the Leased Property, or any portion thereof,in a commercially viable manner,or(iii)the date of the condemnation judgment, and,unless this Lease is terminated as hereinafter provided,this Lease shall continue in full force and effect as to the remainder of the Improvements and the Leased Property. If the remainder of the Improvements or the Leased Property is or becomes insufficient or unsuitable for Tenant's purposes hereunder,in Tenant's sole discretion,then Tenant shall have the right to terminate this Lease as to all or any the portion of the remaining Leased Property to which Tenant continues to hold the rights,at which time this Lease shall terminate and Landlord and Tenant shall be relieved of any firrther obligations and duties to each other under this Lease,with the exception of the provisions of Section 15.2, 15.3 and 16.3. 15.3 Condemnation Award. In the event of a complete or partial taking of the Leased Property or the Improvements, Tenant shall be entitled to receive all compensation and damages paid by the condemning authority arising from such taking and payable on account of Tenants' Improvements, loss of revenue, relocation costs or inability to relocate or value of its leasehold lost due to such taking, and Landlord shall receive all other compensation paid by the condemning authority for the Leased Property. 16. Certain Protective Covenants. 16.1 Interference. Landlord reserves the right to develop the areas surrounding the Leased Property,provided however that Landlord covenants and agrees that neither it,nor Landlord's Agents, will (i)materially interfere with or prohibit the free and complete use and enjoyment by Tenant of its rights granted by this Lease; (ii)take any action or permit any condition to exist on the Leased Property or Landlord's Other Property which will materially interfere with the availability or accessibility of sunlight on or to the Leased Property; (iii)take any action which will in any way materially interfere with the transmission of electric, electromagnetic or other forms of energy to or from the Leased Property; or(iv)take any action which will materially impair Tenant's access to the Leased Property or Landlord's Other Property for the purposes specified in this Lease,materially obstruct access to sunlight on, over or across the Leased Property or materially impair Tenant's access to any or all of the Improvements,where"materially"shall mean, among other things, any act or acts cumulatively that would violate Section 2.4 or that could impair the generation and transmission of electrical energy from any Project or Projects constructed on the Leased Property by an amount greater than one tenth of a 11 71268594.8 71604898.2 0043138-00005 SDSU Agreement 40096313 percent(.10%)of the maximum generating capacity of such Project or Projects, or that would create or allow the creation of an obstruction of sunlight to the Leased Property,or to any portion thereof. (a) Landlord's Reservations. The Parties agree the Landlord shall: (i) Reserve the right to develop on the areas surrounding the Solar Energy Facilities provided such development does not adversely impact the operation of the Solar Energy Facilities. (ii) Reserve the right to utilize or authorize others to utilize the access roads on Landlord's Other Property leading to the Solar Energy Facilities for access to the areas surrounding the Solar Energy Facilities. (iii) Not permit the use of any portion of its land adjacent to the Leased Property in a way which (A)results in interference or solar impediment with Tenant's Operations; (B) encroaches onto the Leased Property;or(C)physically interferes with Tenant's transmissions. Landlord will have the responsibility to promptly terminate said interference or encroachment upon receipt of written notice from Tenant. 16.2 No Off-Site SunRIght Easement. Notwithstanding the foregoing,Landlord shall have no obligation under this Lease to provide,obtain or maintain any easement for sunlight on,over or above any real property not owned or controlled by Landlord. 16.3 Quiet Enjoyment. Landlord covenants and agrees with Tenant that,upon Tenant paying the Rent and Research Contributions and observing and performing all the terms, covenants and conditions on Tenant's part to be observed and performed,Tenant shall peacefully and quietly enjoy the Leased Property at times during the Term. Tenant shall conduct its operations at all times while on the Leased Property in such a manner as to cause no unreasonable interference with the normal operations and activities of Landlord, its guests and licensees. 16.4 Warranty of Title to Lands. Landlord hereby warrants with respect to the Leased Property that(a) Landlord has good and marketable fee simple title to the Leased Property, (b) Landlord,previous to the time of execution of this Lease,has not leased or licensed use of the Leased Property, or any part thereof,under any lease or other instrument that is currently effective, (c) the leasehold estate created hereby with respect to the Leased Property is free from encumbrances done, made,or suffered by Landlord,or any person claiming under Landlord, except for such encumbrances that are of record. Tenant may obtain a current preliminary title report for the Property at its expense showing all liens and other exceptions to title to the Property. Any mortgage,lien, encumbrance or deed of trust placed by Landlord on the fee title to the Leased Property shall be subordinate to this Lease(and any replacement to or amendment of this Lease or any new leases entered into by Leasehold Mortgagee and Landlord), any mortgage or deed of trust encumbering the leasehold estate in favor of Leasehold Mortgagee, and all subleases,whenever arising. The subordination shall be automatic and shall not require any other instrument to effectuate such subordination. However,Landlord shall obligate the holder of any such fee mortgage, encumbrance, or deed of trust to execute and acknowledge any documentation reasonably requested by Tenant or any Leasehold Mortgagee to confirm such subordination. Landlord shall cooperate with Tenant to obtain a nondisturbance and/or subordination agreement from each holder of a lien or encumbrance(recorded or unrecorded)that could affect 12 71268594.8 71604898.2 0043138-00005 SDSU Agreement 40096313 Tenant's use under this Lease which provides that the lien or encumbrance bolder shall not disturb Tenant's possession or rights under this Lease,terminate this Lease or restrict Tenant's use under this Lease, so long as Landlord is not entitled to terminate this Lease under its terms. 16.5 Observance of Laws and Covenants. Tenant shall use the Leased Property under this Lease only for the purposes stated herein and shall conduct all of its operations on the Leased Property in a lawful manner after obtaining all necessary permits and government approvals. Tenant will carry out its responsibilities and exercise any rights which it possesses under this Lease in a manner which is consistent with all applicable laws,rules,ordinances, orders and regulations of governmental agencies. 17. Mortgage. 17.1 Consent. Tenant may from time to time,without the prior consent of Landlord, encumber Tenant's interest in this Lease by mortgage, deed of trust or other real or personal property security instrument("Mortgage"),provided that any Mortgage and all rights acquired under it shall be subject to each and all of the covenants,conditions and restrictions stated in this Lease and to all rights and interests of Landlord and further provided,that Tenant shall promptly upon the execution of any Mortgage deliver a true copy thereof to Landlord. Nothing contained in such Mortgages shall release or be deemed to relieve Tenant from full and faithful observance and performance of the terms, covenants and conditions herein contained to be observed and performed by Tenant or from any liability for the non-observance or non-performance of any of the terms and conditions hereof,nor be deemed to constitute a waiver of any rights of Landlord hereunder, except as expressly provided for herein. 17.2 Statement by Landlord. At the request of Tenant or a Mortgagee,Landlord shall (a) execute,acknowledge and deliver to such Tenant or Mortgagee, a written statement declaring: (i)either that the Lease is unmodified and in full force and effect,or the manner in which the Lease had been modified and whether the Lease as so modified is in full force and effect; (ii)the dates to which Tenant's monetary obligations hereunder have been paid in advance; (iii) whether Tenant is or is not then in default hereunder; and (iv)whether any past defaults have been frilly cured, and(b) enter into an estoppel and consent agreement recognizing the rights of the Mortgagees as may be reasonably requested by Mortgagees. 17.3 Protection of Mortgagee. Any Mortgagee of any interest of Tenant hereunder shall for so long as its Mortgage is in existence and until the lien thereof has been extinguished be entitled to the following protection: 17.4 No Amendment. Landlord shall not agree to any material amendment, mutual termination or modification or accept any surrender of this Lease,nor shall any such amendment, termination,modification or surrender be effective,without the written consent of the Mortgagee,which consent shall not be unreasonably withheld or delayed. 17.5 Notice of Default. Notwithstanding any default by Tenant under this Lease,Landlord shall have no right to terminate this Lease unless and until Landlord shall first have given Mortgagee(s) a second written notice of Tenant's default and failure to cure same within the period(s)specified in Section 14 and thereafter afforded Mortgagee(s) an opportunity to cure such default within the period(s) specified in Section 14 and Mortgagee(s)shall have failed to effect the cure of such default within the period(s) specified in Section 14. 13 71268594.8 71604898.2 0043138-00005 SDSU Agreement 40096313 17.6 Right to Perform. Mortgagee shall have the right at any time to perform or cause to be performed any obligation of Tenant at or within the time such payment or performance is required under this Lease. Nothing in this Lease shall be construed to obligate Mortgagee to cure any default of Tenant. 17.7 Right to Cure. Mortgagee shall be entitled to remedy any default under this Lease in the manner and on the same terms as granted to Tenant in Section 14 of this Lease. 17.8 Foreclosure. If Tenant's First Mortgagee(meaning the Mortgagee that recorded first in time)becomes the assignee of this Lease by means of foreclosure or Transfer in lieu thereof,such First Mortgagee shall be personally liable under this Lease only for the period First Mortgagee remains a Tenant hereunder,provided that any subsequent assignee or Tenant shall assume and agree to be bound by all the terms and conditions of this Lease. 17.9 Termination of Lease. If this Lease shall terminate prior to the expiration of the Term for any reason,including without limitation by operation of law or because of a failure to cure a default pursuant to Section 14,Mortgagee and Landlord shall assume the terms and conditions in this Lease and shall execute the necessary documents to memoralize that assumption. Such documents shall be in recordable form executed by Landlord and the Mortgagee which holds the most senior lien against Tenant's leasehold estate and which demands such documents within Thirty(30)days following receipt of Landlord's notice. Such documents shall contain the same terms and provisions as this Lease. Landlord's obligation to execute such documents as provided herein is conditioned upon the cure of any and all defaults under this Lease other than defaults,if any,that are unique to the defaulting Tenant which cannot be cured by the payment of money or the acts of the curing Mortgagee. 17.10 Assignment Following Foreclosure or Termination. In the event(i)that any Mortgagee acquires the Tenant's leasehold estate hereunder following judicial foreclosure of;or exercise of the power of sale contained in, any Mortgage or by a Transfer in lieu thereof; or(ii) any Mortgagee enters into a new lease,such Mortgagee shall have the right to assign or transfer this Lease or any such new lease, one time only,to any person or entity without Landlord's prior consent. The liability of such Mortgagee under this Lease or any such new lease shall cease upon the assignment, provided that the assignee agrees to perform each and every obligation of the Tenant under this Lease or such new lease and that there is no default under this Lease or any such new lease. The right of such Mortgagee to assign this Lease or any such new lease as provided herein is conditioned upon the cure of any and all defaults under this Lease as of the time of such assignment. 17.11 No Merger. In the event Tenant acquires fee ownership of the Leased Property, or in the event of Tenant's voluntary surrender of the leasehold estate,there shall be no merger of the leasehold estate created by this Lease with the fee without the prior written consent of all Mortgagees. 17.12 Easements Not Terminable. Any easement or license entered into by Tenant pursuant to Section 12.2 hereof shall not be terminable by Landlord because of a breach of this Lease unless all Mortgagees shall have received notice of such breach and have failed to cure such breach pursuant to this Section 18 and Section 14. 17.13 Further Amendments. Landlord and Tenant shall cooperate in including in this Lease by suitable amendment from time to time any provision which may reasonably be requested by a 14 71268594.8 71604898.2 0043138-10005 SDSU Agreement 40096313 proposed Mortgagee;provided,however,that such amendment does not impair any of Landlord's rights under this Lease or increase the burdens or obligations of Landlord hereunder. 17.14 Mortgagee Information. Tenant shall provide Landlord official notice of Mortgage and keep Landlord current on all contact information for the Mortgagee. 18. Notice. 18.1 Wim. All notices given or permitted to be given hereunder shall be in writing; provided,however,that no writing other than the check or other instalment representing the Rent payment itself or Curriculum Payments need accompany the payment of Rent or Curriculum Payments. 18.2 Delivery. Notice is considered given either(a)when delivered in person to the recipient named below,or(b)three(3)business days after deposit in the United States mail-in a sealed envelope or container, postage and postal charges prepaid,addressed by name and addressed to the Party or person intended as follows: To the University: San Diego State University Business&Financial Affairs 5500 Campanile Drive San Diego CA 92182-1620 Attention: Robert Schulz AVP,Real Estate Planning&Development Telephone: (619) 594-7986 Facsimile: (619) 594-7764 and: Tom Roberts Director, Contract Services and Procurement The California State University Office of the Chancellor 401 Golden Shore Long Beach, CA 90802 Telephone: (562) 951-4583 Facsimile: (562)951-4969 with a copy to: Matt Rahn Research Director 5500 Campanile Drive Mail Code 1010 San Diego, CA 92182 619-846-1916 15 71268594.8 71604898.2 0043138-00005 SDSU Agreement 40096313 Notice to Tenant: SUER Research 1, LLC 4455 Blackberry Lane Loomis,CA 95660 Text: 916-826-7030 Paul Galindo p. alindo@go- egr enconsultants.com With a copy to : Go Green Consultants,LLC 10013 Winkle Circle Elk Grove,CA 95757 Fax No.: 916-896-0656 Cruz M. Bustamante cruzmb@,,me.com 18.3 Change of Recipient or Address. Either Party may,by notice given at any time or from time to time,require subsequent notices to be given to another individual person,whether a Party or an officer or representative, or to a different address,or both. Notices given before actual receipt of notice of change shall not be invalidated by the change. 19. Expenses of Enforcement. If any Party hereto brings any action or proceeding to interpret or enforce any of the terms,covenants or conditions hereof,the prevailing Party in such action or proceeding shall be entitled to recover from the other Party or parties thereto reimbursement for all reasonable expenses and costs,including without limitation all attorneys' fees incurred in connection with the action or proceeding, including such fees incurred due to any appeal. 20. Further Assurances. The Parties hereto shall at all times hereafter execute any documents and do any further acts which may be necessary or desirable to carry out the purposes of this Lease and to give full force and effect to each and all of the provisions thereof. 21. Approvals and Consents Generally. Whenever in this Lease the approval or consent of either Party is required or contemplated,unless otherwise specified, such approval or consent shall not be unreasonably withheld and/or delayed nor shall it be conditioned upon the payment of money not otherwise due hereunder. 22. Amendments. This Lease shall not be amended or modified in any way except by an instrument signed by Landlord and Tenant and consented to by Mortgagee,if any. 23. Severability. If any term or provision of this Lease, or the application thereof to any person or circumstance shall,to any extent,be determined by judicial order or decision to be invalid or unenforceable,the remainder of this Lease or the application of such term or provision to persons or circumstances other than those as to which it is held to be invalid or unenforceable shall not be affected thereby. 24. Governing Law and Venue. This Lease shall be governed by the laws of the State of California. Any suit arising from its provisions shall be filed in any State or Federal Court within California having jurisdiction and which is a proper venue in the matter. 16 71268594.8 7160489810043138-00005 SDSU Agreement 40096313 25. Article and Paragraph Headings. The Section headings herein are inserted only for convenience of reference and shall in no way define, limit or describe the scope or intent of a provision of this Lease. 26. Entire Agreement. This Lease shall constitute the entire agreement between the Parties with respect to the subject matter of this Lease and supersedes all other prior writings and understandings. 27. Condition of Property. Landlord warrants and represents as of the Lease Date that it knows of no physical conditions of the Leased Property which would prevent or significantly restrict Tenant's development of the Leased Property for the purposes specified in Section 2 hereof or which could, with the passage of time, or the giving of notice,constitute a violation of any governmental law, ordinance,order,rule or regulation. Tenant has made its own investigations of the physical conditions of the Leased Property including but not limited to the solar energy potential of the Leased Property and is not relying on any statements or representations of Landlord with respect thereto. 28. Effect of Termination. Any termination of this Lease pursuant to the terms hereof shall not relieve either Party from any liabilities, obligations or indemnities arising prior to the effective date of such termination. 29. Time of Essence. Time is of the essence regarding each provision of this Lease. 30. No Waiver. No waiver by either Party of any provision of this Lease shall be deemed to be a waiver of any other provision hereof or of any subsequent breach by the other Party. 31. Counterparts. This Lease may be executed in counterparts,which together shall constitute an single instrument. 32. Force Majeure. Tenant is not liable for failure to perform the party's obligations if such failure is as a result of Acts of God(including fire,flood, earthquake, storm,hurricane or other natural disaster), war, invasion,act of foreign enemies,hostilities (regardless of whether war is declared), civil war,rebellion,revolution,insurrection,military or usurped power or confiscation, terrorist activities,nationalisation, government sanction,blockage, embargo,labor dispute, strike, lockout or interruption or failure of electricity or telephone service. If Tenant asserts Force Majeure as an excuse for failure to perform the party's obligation,then the Tenant must prove that they took reasonable steps to minimize delay or damages caused by foreseeable events,that the tenant substantially fulfilled all non-excused obligations, and that the Landlord was timely notified of the likelihood or actual occurrence of an event described in this section. 33. Ownership of Improvements. The Improvements shall not be deemed to be permanent fixtures(event if permanently affixed to the Leased Property) and shall be and remain the sole property of Tenant. Landlord hereby waives any statutory or common law lien that it might otherwise have in or to the Improvements or any part thereof and agrees that,notwithstanding the occurrence of an event of default under the Lease beyond all applicable notice and cure periods(including those granted to Mortgagee),Mortgagee(or its designee), or Tenant,may remove the Improvements from the Leased Property within the ninety(90) day period after receipt by Mortgagee of a notice that the Lease has been terminated prior to the expiration date;provided that this deadline can be extended with reasonable cause by Tenant requesting an extension from the Landlord in writing fifteen(15)days in advance of the 17 71268594.8 71604898.2 0043138-00005 SDSU Agreement 40096313 deadline. Tenant may remove the Improvements from-the Leased Property. All removal of Improvements shall be subject to the Leased Property restoration provisions of Section 15.2 of this Lease. 34. No Partnership. Nothing contained in this Lease shall be deemed or construed by the Parties or by any third person to create the relationship of principal and agent,partnership, or any other association between Landlord and Tenant,other than the relationship of Landlord and Tenant. 35. Brokerage Commissions. Landlord and Tenant each represent that such Party has not incurred,directly or indirectly, any liability on behalf of the other Party for the payment by the other Party of any real estate brokerage commission or finder's fee in connection with this Lease. Landlord and Tenant shall indemnify, defend and hold the other Party harmless from and against any claim for any brokerage commissions or finder's fees claimed to be due and owing by reason of the indemnifying Party's activities. 36. Memorandum of Lease. On the Lease Date,the parties shall execute and deliver to Tenant a Memorandum of Lease in the form of Exhibit"3"attached hereto, which shall be recorded by Tenant in the Official Records of Imperial County. IN WITNESS WHEREOF, the Parties have executed this Ground Lease as of the Commencement Date. LANDLORD TENANT San Diego State University SUER Research 1,LLC m� By: B chulz,AVP Paul Gal' do,Manager Real Estate Planning and Development Trustees of the California State University B ` X�Lr— tio—m Y� Roberts,Director Contracts Services and Procurement i8 71268594.8 71604898.2 0043138-00005 REVISED EXHIBIT 1 TO GROUND LEASE DESCRIPTION OF LEASED PROPERTY The UNIVERSITY shall make available the site of the University<insert legal description to be obtained by the proposer> Exhibit 1 05/15/12 71268594.8 71604898.2 0043138-00005 EDIT 2 TO GROUND LEASE DESCRIPTION OF LANDLORD'S OTHER PROPERTY <insert survey to be provided by proposer 71604898.2 0043138-00005 EXIRBIT 3 TO GROUND LEASE (Form of Memorandum of Lease) RECORDING REQUESTED BY AND WHEN RECORDED,RETURN To: San Diego State University Contract and Procurement Management 5500 Campanile Drive MC-1616 San Diego, CA 92182-1616 MEMORANDUM OF GROUND LEASE FOR SOLAR ENERGY SYSTEM This Memorandum of Ground Lease for Solar Energy System ("Memorandum") is made and dated as of October 15, 2012 ("Lease Date") by and between the Trustees of the California State University, acting by and through San Diego State University ("Landlord") and SMER Research 1, a limited liability company ("Tenant") in light of the following facts and circumstances: Landlord and Tenant entered in that certain Ground Lease for Solar Energy System (the "Lease"), pursuant of Education Code Section 89046, pursuant to which Landlord has leased to Tenant certain real property of Landlord (the "Leased Property") located in Imperial County, California, as more particularly described on the attached Exhibit A and which Lease became effective on the Lease Date. The Lease and said Exhibit A are hereby incorporated herein as if fully set forth in this Memorandum. Landlord and Tenant have executed and acknowledged this Memorandum for the purpose of providing constructive notice of the Lease. Capitalized terms not otherwise defined in this Memorandum shall have the meanings provided in the Lease. 1. Lease of Property. Landlord has granted and leased the Leased Property to Tenant on the terms, covenants and conditions stated in the Lease. The lease created by the Lease is solely and exclusively for the development and operation of a solar energy project, and Tenant shall have the exclusive right to use the Leased Property for such purposes,together with certain other rights related to the Leased Property as more fully granted and described in the Lease and in Exhibit A hereto. Reference is hereby made to the Lease for a complete description of the respective rights and obligations of the parties regarding the Leased Property and the covenants, conditions, restrictions and easements affecting the Leased Property pursuant to the Lease. 2. Term. The term of the Lease (the "Term") shall commence on October 21, 2014 (the"Effective Date") and shall continue for twenty-five(25)years after the Operations Date, as defined in the Lease, but not to exceed a total Term of thirty(30)years, unless sooner terminated in accordance with the provisions hereof. 71604898.2 0043138-00005 3. Ownership. Landlord shall have no ownership or other interest in any Improvements (as defined in the Lease) installed on the Leased Property. Except for the Lease, Tenant shall have no ownership or other interest in the Leased Property. 4. Assignment. The Lease provides, among other things,that,with Landlord's prior written consent, which may not be unreasonably withheld, conditioned or delayed, Tenant and any permitted assignee shall have the right to assign to any third party all or any part of this Lease, or any interest herein. Without Landlord's consent, Tenant may assign the Lease or any interest therein,to an Affiliate, or mortgage or encumber the Lease, or any right or interest in the Lease, or any or all right or interest of Tenant in the Leased Property or in any or all of the Improvements that Tenant or any other party may now or hereafter install on the Leased Property. 5. Successors and Assigns. This Memorandum, the Lease and any rights granted Tenant therein, shall burden the Leased Property and shall run with the land. The Lease and this Memorandum shall inure to the benefit of and be binding upon Landlord and Tenant and, to the extent provided in any permitted assignment or other transfer under the Lease, any assignee or Mortgagee, and each of their respective heirs, transferees, successors and assigns, and all persons claiming under them. 6. No Conflict. In the event of any conflict or inconsistency between the provisions of this Memorandum and the provisions of the Lease, the provisions of the Lease shall control. Nothing in this Memorandum shall be deemed to amend, modify, change, alter, amplify, limit, interpret or supersede any provision of the Lease or otherwise limit or expand the rights and obligations of the parties under the Lease and the Lease shall control over this Memorandum in all events. 7. Multiple Counterparts. This Memorandum may be executed by different parties on separate counterparts, each of which, when so executed and delivered, shall be an original, but all such counterparts shall constitute one and the same instrument. IN WITNESS WHEREOF,the Parties have executed this Memorandum as of the Lease Date. LANDLORD: TENANT San Diego State University SMER Research 1,LLC B By: - .. Y• N G 4 t Name. 14-1 ( 15 Its: - rC— Its: 1Z -3a 71604898.2 0043 13 8-00005 STATEOF ) )S5. County of On m �I1� ,before me, loll'�5ersonally appeared 1 E. Fs�t'r ,who who to me onebasis� actory evidence to be a person whose name is subscribed to the within instrument, and acknowledged to me tha� executed the same in GsLer-authorized capacity, and that byil�signature on the instrument, the person, or the entity upon behalf of which the person acted,executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of �} that the foregoing paragraph is true and correct. WITNESS my hand and official seal. r 4a�E.'. ASHLEY WILSON U COMM.#1941641 Off:a NOTARY PUBLIC-CALIFORNIA Q SACRAMENTO COUNTY 0 o COMM.EXPIRES JUNE 20,2015 STATE OF.,- ) )ss. County of� !C ® ) ) P before me, / # y / G� rsonall appeared , obe7"C.Sc u/,yvho proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument, and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument, the person,or the entity upon behalf of which the person acted,executed the instruri;.ent. I certify under PENALTY OF PERJURY under the laws of the State of ,tl-/ ` /a that the foregoing paragraph is true and correct. WITNESS my hand and official seal. A.VAN DE WIELE j (Notary Seal) Commission No,1943779 i NOTARY PUBLIC-CALIFORNIA m SAN DIEGO COUNTY My Comm.E*m July 11,2915 71604898.2 0043138-00005 E)aHB1T A TO MEMORANDUM OF OPTION AGREEMENT (Property Description) The project is located at the Santa Margarita Ecological Reserve(SMER), located in Riverside County and owned and operated by San Diego State University(SDSU).The proposed location is an area of approximately 22 acres of non-native Eucalyptus woodland,located in the northern portion of the reserve. The site is located near the main access road,Via Novillo and an abandoned parking/staging area. It is not anticipated that easements or access right instruments will be required beyond the ground lease.The entrance gate is located at 33.463213 degrees -117.170926 degrees. 71604898.2 0043138-00005 EXHIBIT B LICENSE AGREEMENT Exhibit B DOCS 122447-000001/2517276.4 EXHIBIT "B" LICENSE AGREEMENT BY AND BETWEEN SMER 1 RESEARCH, LLC AND CITY OF TEMECULA ON CITY CONTROLLED REAL PROPERTY, LOCATED AT THE SANTA MARGARITA ECOLOGICAL RESEARCH RESERVE SOLAR INITIATIVE RESEARCH SITE RIVERSIDE COUNTY, CALIFORNIA DOCS 122447-000001/2518496.3 LICENSE USE AGREEMENT (FORM) THIS LICENSE USE AGREEMENT, hereinafter called "Agreement", is executed between the City of Temecula, a municipal corporation, hereinafter called "City", and SMER Research 1, LLC, a California limited liability company, hereinafter called "Licensee". RECITALS WHEREAS, City is lessee and controller of the real property located at the Santa Margarita Ecological Research Reserve Solar Initiative Research Site designated for SMER Research 1 solar energy collection and related research purposes, more commonly known as the "SMER Solar Site"; and WHEREAS, City is desirous of having a solar collection conversion and transmission facility built and operated on the "SMER Solar Site," located at the Santa Margarita Ecological _. Research Reserve in order to collect electric power for City's use; and WHEREAS, Licensee is prepared to purchase, install, own and operate a solar generating facility on the SMER Solar Site to provide energy for use by the City, consistent with that certain Power Purchase Agreement dated , 2016; and WHEREAS, City is willing to allow the Licensee to use the Premises for the purposes set forth above under the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the above recitals, which are incorporated herein, and for valuable consideration the sufficiency of which is hereby acknowledged, in accordance with the covenants, conditions and provisions contained herein below, the parties hereto do hereby mutually agree as follows: AGREEMENT SECTION 1: PREMISES 1.1 Property. City hereby licenses to Licensee, in accordance with the terms, conditions, covenants, and provisions of this Agreement, all portions of that certain real property situated in the County of Riverside, State of California, commonly known as the SMER Solar Site consisting of approximately a 17.9-acre parcel of land more particularly described in Exhibit"A" attached hereto and subject to a Ground Lease dated October 21, 2014 between California State University, San Diego State University and SMER Research 1 (identified as SDSU Agreement 40096313) and same land being subject to the City's Sublease Agreement with SMER Research I dated , 2016 ("Premises"). In return for this permission, Licensee accepts the Premises in an "AS IS" "WHERE IS" condition and hereby agrees to act in accordance with and abide by the terms, covenants, conditions and provisions of this License. 1.2 Uses. It is expressly agreed that the Premises shall be used by Licensee solely and exclusively for the purpose of planning, developing, installing and operating a solar collection and conversion transmission facility for the development of electrical power for City's use and DOCS 2518496.5 for related research and incidental purposes (solar operations), as more completely described in the Power Purchase Agreement dated , 2016, by and between the parties ("Power Purchase Agreement"), and for such other related or incidental purposes as may be first approved in writing by City, and for no other purpose whatsoever. Licensee covenants and agrees to use the Premises for the above specified purposes and to diligently pursue said purposes throughout the term hereof. In the event that Licensee fails to continuously use the Premises for said purposes, or uses the Premises for purposes not expressly authorized herein, the Licensee shall be deemed in default under this Agreement. 1.3 Parking. Licensee acknowledges that there are no specific parking spaces assigned to and/or designated for the Premises. 1.4 Licensee Obligations. Licensee shall perform all obligations of the Tenant under the Master Lease at its sole cost and expense. In the event that City incurs any costs or expenses to fulfill an obligation of the Tenant under the Master Lease pursuant to Licensee's obligations under this License Agreement, Licensee shall reimburse City for such costs or expenses within thirty days of notice from City provided it is consistent with paragraph 5.5 herein. SECTION 2: TERM 2.1 Commencement. The term of this Agreement shall commence on May _, 2016 ("Effective Date") and shall continue for twenty (20) years from the Operation Date, as that term is defined in that certain Master Ground Lease entered into by and between California State University, San Diego State University and SMER Research 1, LLC dated October 21, 2014. 2.2 Extension of Term. Licensee may request an extension of the term of this Agreement for the Premises for two (2) additional five (5) year periods under the terms and conditions of this Agreement, provided that the Licensee is not in default or breach of any term, condition, or covenant of this Agreement. The City Manager or City Manager's designee shall notify the Licensee not later than thirty (30) days after receipt of such request for an extension whether such request will be approved. The City Manager in his capacity as the City's authorized representative, shall, in his sole discretion, have the authority to deny any such request. Any such denial shall be sent to Licensee not later than thirty (30) days from receipt of the request for extension. 2.3 Termination Provisions. Notwithstanding any other provisions contained in this License, five (5) years after the Operation Date, either party may terminate this License for any reason by giving the other party at least ninety (90) days prior written notice of such termination. In the event of termination pursuant to this section, Licensee shall be provided the reasonable opportunity to identify a substitute Licensor and off-taker for the solar facility to take the place of City in the License, the Sublease, the Power Purchase Agreement and all other relevant agreements related to the SMER Solar Site. 2.4 Surrender of Property. At the expiration of this Agreement, Licensee shall surrender the Premises to City free and clear of all liens and encumbrances created by Licensee, except those liens and encumbrances which existed on the date of the execution of this Agreement by - 2 - DOCS 2518496.5 City. The Premises, when surrendered by Licensee, shall be in a safe and sanitary condition and shall be in as good or better condition as the condition at commencement of this Agreement, absent normal wear and tear. 2.5 Time is of Essence. Time is of the essence of all of the terms, covenants, conditions and provisions of this Agreement. SECTION 3: CONSIDERATION 3.1 Consideration. Consideration for this License Agreement shall be effectuated by the value received by City as a result of Licensee's installation and operation of the Solar Facility in order to provide City those electrical rate benefits arising from the Power Purchase Agreement. No additional consideration is required from Licensee or any other source. SECTION 4: INSURANCE RISKS/SECURITY 4.1 Indemnity. Licensee shall indemnify and hold harmless the City and its officers, agents and employees against all claims for damages to persons or property arising out of the conduct of the Licensee or its employees, agents, or others in connection with its use and occupation of the Premises under this Agreement, except only for those claims arising from the sole negligence or sole willful misconduct of the City, its officers, agents, or employees. Licensee's indemnification shall include any and all costs, expenses, attorneys' fees and liability incurred by the City, its officers, agents, or employees in defending against such claims, whether the same proceed to judgment or not. Further, Licensee at its own expense shall, upon written request by the City, defend any such suit or action brought against the City, its officers, agents, or employees as a result of Licensee's actions. 4.2 Insurance. Licensee shall procure and maintain for the duration of the term of this License Agreement the type and amount of insurance required of the Tenant pursuant to Paragraph 9 of the Master Lease, subject to the insurance requirements of Section 9 of the Master Lease and naming the City of Temecula, its elected officials, officers and employees as additional insureds. 4.3 Accident Reports. Licensee shall, within twenty-four (24) hours after occurrence, report to City any accident causing property damage or any serious injury to persons on the Premises. This report shall contain the names and addresses of the parties involved; a statement of the circumstances; the date and hour, the names; and addresses of any witnesses and other pertinent information. SECTION 5: GENERAL PROVISIONS 5.1 Acceptance of Premises. Licensee accepts the Premises in an "AS IS", "WHERE IS" conditions, subject to all faults and conditions without warranty as to quality, character, performance or condition and with full knowledge of the physical condition of the Premises. 5.2 Maintenance by Licensee. With respect to Licensee's use and/or operations at or on the Premises, Licensee shall make any and all repairs and replacements necessary to maintain and preserve the Premises for the purpose stated herein. - 3 - DOCS 2518496.5 5.3 Permits and Improvements. Licensee must obtain from all appropriate governmental entities, in advance and in writing, approval for any planned improvements and shall obtain any and all necessary environmental or regulatory permits, building permits and approvals for any desired improvements or alterations to the Premises and shall deliver to the City a copy of the same prior to commencement of improvements to the Premises. 5.4 Taxes. Licensee shall pay, before delinquency, all taxes, assessments, and fees assessed or levied upon Licensee or the Premises, including, any applicable possessory interest as defined in Revenue and Taxation Code Section 107, any buildings, structures, machines, equipment, appliances, or other improvements or property of any nature whatsoever erected, installed, or maintained by Licensee or levied by reason of the business or other Licensee activities related to the Premises, including any licenses or permits. 5.5 Notices. All notices, demands, requests, consents or other communications which this Agreement contemplates or authorizes, or requires or permits either party to give to the other, shall be in writing and shall be personally delivered or mailed to the respective party as follows: To CITY: City of Temecula City Manager 41000 Main Street Temecula, CA 92590 To LICENSEE: SMER Research 1, LLC c/o 4455 Blackberry Lane Loomis, CA 95650 Attn: Paul Galindo, Managing Member Either party may change its address by notice to the other party as provided herein. Communications shall be deemed to have been given and received on the first to occur of (i) actual receipt at the offices of the party to whom the communication is to be sent, as designated above, or (ii) three working days following the deposit in the United States Mail of registered or certified mail, postage prepaid, return receipt requested, addressed to the offices of the party to whom the communication is to be sent, as designated above. 5.6 City Approval. The City Manager shall be the City's authorized representative in the interpretation and enforcement of all services performed in connection with this Agreement. The City Manager may delegate authority in connection with this Agreement to the City Manager's designee(s). For the purposes of directing Licensee in accordance with this Agreement, which does not result in a change to this Agreement, the City Manager delegates authority to the Real Estate Manager of the City Manager's Office. 5.7 Entire Agreement. This Agreement comprises the entire integrated understanding between City and Licensee concerning the use and occupation of the Premises and supersedes all - 4 - DOCS 2518496.5 prior negotiations, representations, or agreements. Each party has relied on its own examination of the Premises, advice from its own attorneys, and the warranties, representations, and covenants of the Agreement itself. The interpretation, validity and enforcement of the Agreement shall be governed by and construed under the laws of the State of California. The Agreement does not limit any other rights or remedies available to City. The Licensee shall be responsible for complying with all Local, State, and Federal laws whether or not said laws are expressly stated or referred to herein. Should any provision herein be found or deemed to be invalid, the Agreement shall be construed as not containing such provision, and all other provisions which are otherwise lawful shall remain in full force and effect, and to this end the provisions of this Agreement are severable. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns. 5.8 AlZreement Modification. This Agreement may not be modified orally or in any manner other than by an Agreement in writing signed by the parties hereto. e n _ti n _vim■ ..° r-� _ . i r :).i As�ignmeut anu uuui%iiiu -lino Lu%ui iurai'i%c. T iS Agreement ariQ any pGiLiGii thereof shall not be assigned, transferred, or sublet, nor shall any of the Licensee's duties be delegated, without the express written consent of City. Any attempt to assign or delegate this Agreement without the express written consent of City shall be void and of no force or effect. The consent by City to one assignment, transfer, sublease, or delegation shall not be deemed to be consent to any subsequent assignment,transfer, sublease, or delegation. 5.10 Other Regulations. All use of the Premises under this Agreement shall be in accordance with the laws of the United States of America, the State of California and in accordance with all applicative rules and regulations and ordinances of the City of Temecula now in force, or hereinafter prescribed or promulgated by resolution or ordinance or by State or Federal law. SECTION 6: SPECIAL PROVISIONS 6.1 Standards of Operation. Licensee agrees that it shall operate and manage the services and facilities offered upon or from the Premises in a first class manner and comparable to other similar facilities within Riverside County and Southern California areas which provide like products and services. 6.2 Licensee's Employees. Licensee shall provide an experienced and well qualified "on-site" supervisor to oversee all operations conducted by Licensee on the Premises. Licensee shall ensure that its employees shall at all times conduct themselves in a creditable manner and they shall conform to all rules, regulations and requirements, as well as all rules and regulations pertaining to the SMER Solar Site. - 5 - DOCS 2518496.5 6.3 Hazardous Substances. No goods, merchandise or material shall be kept, stored or sold in or on the Premises which are in any way explosive or hazardous, except that ordinary business materials that may be classified as hazardous may be kept in or on the Premises if such materials are stored and disposed of in accordance with all applicable laws; and no offensive or dangerous trade, business or occupation shall be carried on therein or thereon, and nothing shall be done on said Premises, which will cause an increase in the rate of or cause a suspension or cancellation of the insurance upon the demised Premises or other premises and the improvements thereon; provided, however, that if anything done by Licensee causes an increase in the rate of insurance on the Premises, Licensee may, at its option, pay such increase and Licensee shall not thereafter be considered in default under this Agreement. No machinery or apparatus shall be used or operated on or about the Premises which will in any way injure the Premises or improvements thereon, or adjacent or other Premises, or improvements thereon, or to persons; provided, however, that nothing contained in this section shall preclude Licensee from bringing, keeping or using on or about the Premises such materials, supplies, equipment and machinery as are appropriate or customary in carrying on its said business, or from carrying on its business in all usual respects. REMAINDER OF PAGE BLANK - 6 - DOCS 2518496.5 SECTION 7: SIGNATURES 7.1 Signature Pame. The individuals executing this Agreement represent and warrant that they have the right, power, legal capacity and authority to enter into and to execute this Agreement on behalf of the respective legal entities of the Licensee and the City. IN WITNESS WHEREOF, the parties hereto for themselves, their heirs, executors, administrators, successots, and assigns do hereby agree to the full performance of the covenants herein contained and have caused this Use Agreement to be executed by setting hereunto their signatures on the day and year respectively written herein below. CITY THE CITY OF TEMECULA ATTEST By: By: _. Mike Naggar Randi Johl-Olson, JD,MMC Mayor City Clerk Date: APPROVED AS TO FORM: By: Peter M. Thorson City Attorney LICENSEE SMER RESEARCH 1, LLC By: Paul Galindo Managing Member Date: NOTARY ACKNOWLEDGEMENTS OF LICENSEE'S SIGNATURE(S) MUST BE ATTACHED - 7 - DOCS 2518496.5 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189 S'fY�Y,cr.:�2��.c-Y�Y��:z�•��rr�?�a�-�,Erc�trctY�re�Y:��Y-.h��-r.�.�2�-r�-rrr�r�i�r�ta.c-ia�,�:t2Frr�n� - ��r��nra�a„cY��k 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 ) On before me, Date Here Insert Name and Title of the Officer personally appeared Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s)on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under 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 Signature of Notary Public Place Notary Seal Above OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: Document Date: Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: Signer's Name: ❑Corporate Officer — Title(s): _ ❑Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑Attorney in Fact ❑ Individual ❑Attorney in Fact ❑Trustee ❑ Guardian or Conservator ❑Trustee ❑ Guardian or Conservator ❑ Other: ❑ Other: Signer Is Representing: Signer Is Representing: 02015 National Notary Association •www.NationaiNotary.org •1-800-US NOTARY(1-800-876-6827) Item#5907 - 8 - DOCS 2518496.5 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 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 ) On before me, Date Here Insert Name and Title of the Officer personally appeared Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s)on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under 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 Signature of Notary Public Place Notary Seal Above OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: Document Date: Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: Signer's Name: ❑Corporate Officer — Title(s): ❑Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑General ❑ Partner — ❑ Limited ❑General ❑ Individual ❑Attorney in Fact ❑ Individual ❑Attorney in Fact ❑Trustee ❑Guardian or Conservator ❑Trustee ❑ Guardian or Conservator ❑Other: ❑ Other: Signer Is Representing: Signer Is Representing: 02015 National Notary Association - www.NationalNotary.org • 1-800-US NOTARY(1-800-876-6827) Item#5907 - 9 - DOCS 2518496.5 EXHIBIT"A" LEGAL DESCRIPTION THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: PARCEL 1: LOT 1 OF FRACTIONAL SECTION 22, TOWNSHIP 8 SOUTH, RANGE 3 WEST, SAN BERNARDINO BASE AND MERIDIAN. PARCEL 2: LOT 5 OF FRACTIONAL SECTION 23, TOWNSHIP 8 SOUTH, RANGE 3 WEST SAN BERNARDINO BASE AND MERIDIAN. PARCEL 3: THE NORTHEAST QUARTER OF THE NORTHWEST QUARTER OF THE NORTHWEST QUARTER OF THE NORTHWEST QUARTER OF SECTION 26, TOWNSHIP 8 SOUTH, RANGE 3 WEST, SAN BERNARDINO BASE AND MERIDIAN. PARCEL 4: THE NORTH HALF OF THE NORTHEAST QUARTER OF SECTION 27, TOWNSHIP 8 SOUTH, RANGE 3 WEST, SAN BERNARDINO BASE AND MERIDIAN. PARCEL 5: THE SOUTH HALF OF THE NORTHEAST QUARTER OF SECTION 27, TOWNSHIP 8 SOUTH, RANGE 3 WEST, SAN BERNARDINO BASE AND MERIDIAN. APN: 918-070-009-3, 918-050-009-2, 918-080-001-7, 918-050-003-6, 918-050-005-8 DOCS 2518496.5 Item No . 6 Approvals City Attorney Finance Director City Manager CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Luke Watson, Director of Community Development DATE: May 10, 2016 SUBJECT: Approve the Agreement for Consultant Services with Michael Baker International, for the Preparation of an Initial Study and Required CEQA Studies and Documents for the Proposed Generations Senior Housing Development PREPARED BY: Lynn Kelly-Lehner, Senior Management Analyst RECOMMENDATION: That the City Council approve the Agreement for Consultant Services with Michael Baker International, in the amount of $62,000, for the Preparation of an Initial Study and Required CEQA Studies and Documents for the Proposed Generations Senior Housing Development. BACKGROUND: The City is processing a Development Plan and Planned Development Overlay Amendment for a 483,500 square-foot senior apartments, assisted living, and memory care community containing 330 units located at the Linfield Christian School To complete the necessary environmental review for the proposed Generations Senior Housing Development, as required by the California Environmental Quality Act (CEQA), Michael Baker International will prepare an Initial Study and analyze and address impacts to the following environmental factors: • Air Quality • Biological Resources and MSHCP Consistency • Greenhouse Gas Emissions • Cultural Resources • Noise • Traffic and Circulation Upon completion of the Initial Study, staff will direct the consultant to move forward with the appropriate CEQA studies and documents. FISCAL IMPACT: There is no fiscal impact to the City. Sufficient funds have been deposited by the applicant to cover the costs of the CEQA studies and documents. ATTACHMENTS: Agreement AGREEMENT FOR CONSULTANT SERVICES BETWEEN CITY OF TEMECULA AND MICHAEL BAKER INTERNATIONAL PREPARATION OF AN INITIAL STUDY AND REQUIRED CEQA STUDIES AND DOCUMENTS FOR PROPOSED GENERATIONS SENIOR HOUSING DEVELOPMENT THIS AGREEMENT is made and effective as of May 10, 2016, between the City of Temecula, a municipal corporation (hereinafter referred to as "City"), and Michael Baker International, a Corporation (hereinafter referred to as "Consultant"). In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows: 1. TERM This Agreement shall commence on May 10, 2016, and shall remain and continue in effect until tasks described herein are completed, but in no event later than May 10, 2017, unless sooner terminated pursuant to the provisions of this Agreement. 2. SERVICES Consultant shall perform the services and tasks described and set forth in Exhibit A, attached hereto and incorporated herein as though set forth in full. Consultant shall complete the tasks according to the schedule of performance which is also set forth in Exhibit A. 3. PERFORMANCE Consultant shall at all times faithfully, competently and to the best of his or her ability, experience, and talent, perform all tasks described herein. Consultant shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing similar services as are required of Consultant hereunder in meeting its obligations under this Agreement. 4. PAYMENT a. The City agrees to pay Consultant monthly, in accordance with the payment rates and terms and the schedule of payment as set forth in Exhibit B, Payment Rates and Schedule, attached hereto and incorporated herein by this reference as though set forth in full, based upon actual time spent on the above tasks. Any terms in Exhibit B, other than the payment rates and schedule of payment, are null and void. This amount shall not exceed sixty two thousand dollars ($62,000), for the total term of this agreement unless additional payment is approved as provided in this Agreement. b. Consultant shall not be compensated for any services rendered in connection with its performance of this Agreement which are in addition to those set forth herein, unless such additional services are authorized in advance and in writing by the City Manager . Consultant shall be compensated for any additional services in the amounts and in the manner as agreed to by City Manager and Consultant at the time City's written authorization is given to Consultant for the performance of said services. C. Consultant will submit invoices monthly for actual services performed. Invoices shall be submitted between the first and fifteenth business day of each month, for services provided in the previous month. Payment shall be made within thirty (30) days of receipt of each invoice as to all non-disputed fees. If the City disputes any of Consultant's fees, it shall give written notice to Consultant within thirty (30) days of receipt of an invoice of any disputed fees set forth on the invoice. For all reimbursements authorized by this Agreement, Consultant shall provide receipts on all reimbursable expenses in excess of Fifty Dollars ($50) in such form as approved by the Director of Finance. 5. SUSPENSION OR TERMINATION OF AGREEMENT WITHOUT CAUSE a. The City may at any time, for any reason, with or without cause, suspend or terminate this Agreement, or any portion hereof, by serving upon the Consultant at least ten (10) days prior written notice. Upon receipt of said notice, the Consultant shall immediately cease all work under this Agreement, unless the notice provides otherwise. If the City suspends or terminates a portion of this Agreement such suspension or termination shall not make void or invalidate the remainder of this Agreement. b. In the event this Agreement is terminated pursuant to this Section, the City shall pay to Consultant the actual value of the work performed up to the time of termination, provided that the work performed is of value to the City. Upon termination of the Agreement pursuant to this Section, the Consultant will submit an invoice to the City, pursuant to Section entitled "PAYMENT" herein. 6. DEFAULT OF CONSULTANT a. The Consultant's failure to comply with the provisions of this Agreement shall constitute a default. In the event that Consultant is in default for cause under the terms of this Agreement, City shall have no obligation or duty to continue compensating Consultant for any work performed after the date of default and can terminate this Agreement immediately by written notice to the Consultant. If such failure by the Consultant to make progress in the performance of work hereunder arises out of causes beyond the Consultant's control, and without fault or negligence of the Consultant, it shall not be considered a default. b. If the City Manager or his delegate determines that the Consultant is in default in the performance of any of the terms or conditions of this Agreement, it shall serve the Consultant with written notice of the default. The Consultant shall have ten (10) days after service upon it of said notice in which to cure the default by rendering a satisfactory performance. In the event that the Consultant fails to cure its default within such period of time, the City shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Agreement. 7. OWNERSHIP OF DOCUMENTS a. Consultant shall maintain complete and accurate records with respect to sales, costs, expenses, receipts and other such information required by City that relate to the performance of services under this Agreement. Consultant shall maintain adequate records of services provided in sufficient detail to permit an evaluation of services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Consultant shall provide free access to the representatives of City or its designees at reasonable times to such books and records, shall give City the right to examine and audit said books and records, shall permit City to make transcripts there from as necessary, and shall allow inspection of all work, data, documents, proceedings and activities related to this Agreement. Such records, together with supporting documents, shall be maintained for a period of three (3) years after receipt of final payment. b. Upon completion of, or in the event of termination or suspension of this Agreement, all original documents, designs, drawings, maps, models, computer files containing data generated for the work, surveys, notes, and other documents prepared in the course of providing the services to be performed pursuant to this Agreement shall become the sole property of the City and may be used, reused or otherwise disposed of by the City without the permission of the Consultant. With respect to computer files containing data generated for the work, Consultant shall make available to the City, upon reasonable written request by the City, the necessary computer software and hardware for purposes of accessing, compiling, transferring and printing computer files. 8. INDEMNIFICATION The Consultant agrees to defend, indemnify, protect and hold harmless the City of Temecula, Temecula Community Services District, and/or the Successor Agency to the Temecula Redevelopment Agency, its officers, officials, employees and volunteers from and against any and all claims, demands, losses, defense costs or expenses, including attorney fees and expert witness fees, or liability of any kind or nature which the City of Temecula, Temecula Community Services District, and/or the Successor Agency to the Temecula Redevelopment Agency, its officers, agents, employees or volunteers may sustain or incur or which may be imposed upon them for injury to or death of persons, or damage to property arising out of Consultant's negligent or wrongful acts or omissions arising out of or in any way related to the performance or non-performance of this Agreement, excepting only liability arising out of the negligence of the City of Temecula, Temecula Community Services District, and/or the Successor Agency to the Temecula Redevelopment Agency. 9. INSURANCE REQUIREMENTS Consultant shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, or employees. a. Minimum Scope of Insurance. Coverage shall be at least as broad as: 1) Insurance Services Office Commercial General Liability form No. CG 00 01 11 85 or 88. 2) Insurance Services Office Business Auto Coverage form CA 00 01 06 92 covering Automobile Liability, code 1 (any auto). If the Consultant owns no automobiles, a non-owned auto endorsement to the General Liability policy described above is acceptable. 3) Worker's Compensation insurance as required by the State of California and Employer's Liability Insurance. If the Consultant has no employees while performing under this Agreement, worker's compensation insurance is not required, but Consultant shall execute a declaration that it has no employees. 4) Professional Liability Insurance shall be written on a policy form providing professional liability for the Consultant's profession. b. Minimum Limits of Insurance. Consultant shall maintain limits no less than: 1) General Liability: One Million Dollars ($1,000,000) per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 2) Automobile Liability: One Million Dollars ($1,000,000) per accident for bodily injury and property damage. 3) Worker's Compensation as required by the State of California; Employer's Liability: One Million Dollars ($1,000,000) per accident for bodily injury or disease. 4) Professional Liability Coverage: One Million Dollars ($1,000,000) per claim and in aggregate. C. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions shall not exceed Twenty Five Thousand Dollars and No Cents ($25,000). d. Other Insurance Provisions. The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions: 1) The City of Temecula, the Temecula Community Services District, the Successor Agency to the Temecula Redevelopment Agency, their officers, officials, employees and volunteers are to be covered as insured's, as respects: liability arising out of activities performed by or on behalf of the Consultant; products and completed operations of the Consultant; premises owned, occupied or used by the Consultant; or automobiles owned, leased, hired or borrowed by the Consultant. The coverage shall contain no special limitations on the scope of protection afforded to the City of Temecula, the Temecula Community Services District, the Successor Agency to the Temecula Redevelopment Agency, their officers, officials, employees or volunteers. 2) For any claims related to this project, the Consultant's insurance coverage shall be primary insurance as respects the City of Temecula, the Temecula Community Services District, the Successor Agency to the Temecula Redevelopment Agency, their officers, officials, employees and volunteers. Any insurance or self-insured maintained by the City of Temecula, Temecula Community Services District, and/or the Successor Agency to the Temecula Redevelopment Agency, its officers, officials, employees or volunteers shall be excess of the Consultant's insurance and shall not contribute with it. 3) Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City of Temecula, the Temecula Community Services District, and the Successor Agency to the Successor Agency to the Temecula Redevelopment Agency, their officers, officials, employees or volunteers. 4) The Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. 5) Each insurance policy required by this agreement shall be endorsed to state in substantial conformance to the following: If the policy will be canceled before the expiration date the insurer will notify in writing to the City of such cancellation not less than thirty (30) days' prior to the cancellation effective date. 6) If insurance coverage is canceled or, reduced in coverage or in limits the Consultant shall within two (2) business days of notice from insurer phone, fax, and/or notify the City via certified mail, return receipt requested of the changes to or cancellation of the policy. e. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating of A-:VII or better, unless otherwise acceptable to the City. Self insurance shall not be considered to comply with these insurance requirements. f. Verification of Coverage. Consultant shall furnish the City with original endorsements effecting coverage required by this clause. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. The endorsements are to be on forms provided by the City. All endorsements are to be received and approved by the City before work commences. As an alternative to the City's forms, the Consultant's insurer may provide complete, certified copies of all required insurance policies, including endorsements affecting the coverage required by these specifications. 10. INDEPENDENT CONTRACTOR a. Consultant is and shall at all times remain as to the City a wholly independent contractor. The personnel performing the services under this Agreement on behalf of Consultant shall at all times be under Consultant's exclusive direction and control. Neither City nor any of its officers, employees, agents, or volunteers shall have control over the conduct of Consultant or any of Consultant's officers, employees, or agents except as set forth in this Agreement. Consultant shall not at any time or in any manner represent that it or any of its officers, employees or agents are in any manner officers, employees or agents of the City. Consultant shall not incur or have the power to incur any debt, obligation or liability whatever against City, or bind City in any manner. b. No employee benefits shall be available to Consultant in connection with the performance of this Agreement. Except for the fees paid to Consultant as provided in the Agreement, City shall not pay salaries, wages, or other compensation to Consultant for performing services hereunder for City. City shall not be liable for compensation or indemnification to Consultant for injury or sickness arising out of performing services hereunder. 11. LEGAL RESPONSIBILITIES The Consultant shall keep itself informed of all local, State and Federal ordinances, laws and regulations which in any manner affect those employed by it or in any way affect the performance of its service pursuant to this Agreement. The Consultant shall at all times observe and comply with all such ordinances, laws and regulations. The City, and its officers and employees, shall not be liable at law or in equity occasioned by failure of the Consultant to comply with this section. 12. RELEASE OF INFORMATION a. All information gained by Consultant in performance of this Agreement shall be considered confidential and shall not be released by Consultant without City's prior written authorization. Consultant, its officers, employees, agents or subcontractors, shall not without written authorization from the City Manager or unless requested by the City Attorney, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement or relating to any project or property located within the City. Response to a subpoena or court order shall not be considered "voluntary" provided Consultant gives City notice of such court order or subpoena. b. Consultant shall promptly notify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed there under or with respect to any project or property located within the City. City retains the right, but has no obligation, to represent Consultant and/or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, City's right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response. 13. NOTICES Any notices which either party may desire to give to the other party under this Agreement must be in writing and may be given either by (i) personal service, (ii) delivery by a reputable document delivery service, such as but not limited to, Federal Express, that provides a receipt showing date and time of delivery, or (iii) mailing in the United States Mail, certified mail, postage prepaid, return receipt requested, addressed to the address of the party as set forth below or at any other address as that party may later designate by Notice. Notice shall be effective upon delivery to the addresses specified below or on the third business day following deposit with the document delivery service or United States Mail as provided above. Mailing Address: City of Temecula Attn: City Manager 41000 Main Street Temecula, CA 92590 To Consultant: Michael Baker International Attn: Darren Edgington 40810 County Center Drive, Suite 100 Temecula, CA 92591 14. ASSIGNMENT The Consultant shall not assign the performance of this Agreement, nor any part thereof, nor any monies due hereunder, without prior written consent of the City. Upon termination of this Agreement, Consultant's sole compensation shall be payment for actual services performed up to, and including, the date of termination or as may be otherwise agreed to in writing between the City Council and the Consultant. 15. LICENSES At all times during the term of this Agreement, Consultant shall have in full force and effect, all licenses required of it by law for the performance of the services described in this Agreement. 16. GOVERNING LAW The City and Consultant understand and agree that the laws of the State of California shall govern the rights, obligations, duties and liabilities of the parties to this Agreement and also govern the interpretation of this Agreement. Any litigation concerning this Agreement shall take place in the municipal, superior, or federal district court with geographic jurisdiction over the City of Temecula. In the event such litigation is filed by one party against the other to enforce its rights under this Agreement, the prevailing party, as determined by the Court's judgment, shall be entitled to reasonable attorney fees and litigation expenses for the relief granted. 17. PROHIBITED INTEREST No officer, or employee of the City of Temecula that has participated in the development of this agreement or its approval shall have any financial interest, direct or indirect, in this Agreement, the proceeds thereof, the Consultant, or Consultant's sub-contractors for this project, during his/her tenure or for one year thereafter. The Consultant hereby warrants and represents to the City that no officer or employee of the City of Temecula that has participated in the development of this agreement or its approval has any interest, whether contractual, non- contractual, financial or otherwise, in this transaction, the proceeds thereof, or in the business of the Consultant or Consultant's sub-contractors on this project. Consultant further agrees to notify the City in the event any such interest is discovered whether or not such interest is prohibited by law or this Agreement. 18. ENTIRE AGREEMENT This Agreement contains the entire understanding between the parties relating to the obligations of the parties described in this Agreement. All prior or contemporaneous agreements, understandings, representations and statements, oral or written, are merged into this Agreement and shall be of no further force or effect. Each party is entering into this Agreement based solely upon the representations set forth herein and upon each party's own independent investigation of any and all facts such party deems material. 19. AUTHORITY TO EXECUTE THIS AGREEMENT The person or persons executing this Agreement on behalf of Consultant warrants and represents that he or she has the authority to execute this Agreement on behalf of the Consultant and has the authority to bind Consultant to the performance of its obligations hereunder. The City Manager is authorized to enter into an amendment on behalf of the City to make the following non-substantive modifications to the agreement: (a) name changes; (b) extension of time; (c) non-monetary changes in scope of work; (d) agreement termination. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written. CITY OF TEMECULA MICHAEL BAKER INTERNATIONAL (Two Signatures of corporate officers required unless corporate documents authorize only one person to sign the agreement on behalf of the corporation.) By: By: Michael S. Naggar, Mayor John Tanner, Temecula Office Manager ATTEST: By: By: Randi Johl, City Clerk Mark Cappos, Assistant Corporate Secretary APPROVED AS TO FORM: By: Peter M. Thorson, City Attorney CONSULTANT Michael Baker International Attn: Darren Edgington 40810 County Center Drive, Suite 100 Temecula, CA 92591 dedington@mbakerintl.com 951.506.2083 PM Initials- Date: nitials Date: t EXHIBIT A Tasks to be Performed The specific elements (scope of work) of this service include: Michael Baker International understands that the project site consists of approximately 15.5 acres located on Rancho Vista Road proximal to Linfield Christian School, in the City of Temecula_As proposed, the project would consist of the construction of 483,500 square-feet(330 units)of senior apartments, assisted living,and memory care facilities. After review of the Request for Proposals as well as relevant site information, Michael Baker has developed a scope of services as thoroughly explained below.The approach to this project is as follows: ■ Conduct thorough research and investigation, including a site visit and a kickoff meeting with City staff. • Prepare technical studies to assist in determining the appropriate CEClA document(in particular, noise and vibration, land use and planning, transportation and traffic, air quality and Greenhouse Gas analysis). • Prepare a thorough Initial Study(using the City's Initial Study checklist and format). • Consult with City staff,and then utilize the Initial Study to circulate an IS/MND for public review. Michael Baker has proposed an exceptional team to accomplish this work program_With virtually all required technical disciplines in-house, Michael Baker can be efficient in both time and budget.The Michael Baker team will be led by Project Director Bob Stark,who will be in charge of Senior Environmental Staff Review,and Project Manager Darren Edgington,who has over 15 years' of experience and a proven track record with the City of Temecula_ Scope of Work Michael Baker has submitted this proposal to prepare environmental documentation to assess the potential environmental impacts of the proposed Generations Senior Housing Project. Michael Baker understands that the Project will require a Planned Development Overlay(PDO)Amendment as well as a Development Plan Application in order to approve the Project. Michael Baker has structured our work program,as noted above,to proceed in a stepwise fashion with research,site visit, kickoff meeting,scoping,and technical studies all supporting the preparation of a thorough Initial Study. This proposal assumes the preparation of an IS/MND. However,once the Initial Study is completed,it may be determined that an EIR would be appropriate CEOA compliance documents. Task 1.1 —Site Visit/Kick-Off Meeting Michael Baker will conduct an initial orientation meeting with City staff in order to ensure agreement on the basic Project elements_ The meeting will include a review of available Project materials, and may be followed by a site visit. Items to be addressed at the kick-off meeting would consist of the potential impacts, alternatives (if needed), Project schedule and the public scoping/agency consultation process. Michael Baker will work closely with the City to develop an effective public participation program, including strategic timing and information for the Project's key public notices and public meeting. Task 1.2—Research and investigation Michael Baker will obtain and review available data for the Project, as well as policy documentation from the City of Temecula,the County of Riverside, and applicable local, State and federal agencies. This information, along with environmental data and applicable information available from the City and other nearby jurisdictions, will become part of the foundation of the IS and will be reviewed and incorporated into the analysis, as deemed appropriate_As a part of the earty scoping for the Project,the Michael Baker Team will conduct a field study of the site, reviewing existing land use and environmental conditions,and taking site photos to record on-site and surrounding uses_ TASK 2.0; PREPARATION OF TECHNICAL STUDIES Each technical study below will be submitted for City review, revised for use in the IS and associated CEQA document, and will include appropriate technical support to respond to public comments on the CEQA document Other areas of technical analysis will be included in the main body of the IS checklist responses, rather than as separate technical studies_ Per the Request for Proposals, it is assumed that a traffic study is not warranted for the proposed project. In the event that a Traffic Study or other technical studies are needed,they can be provided under separate scope and fee. Task 2.1 —Air Quality Assessment The Air Quality Assessment will be completed by Michael Baker's in-house Air Quality technical team, and will include the following tasks_ Task 2.1.1 Existing Conditions/Regulatory Framework. The project is located within the South Coast Air Basin(SCAB),which is under the jurisdiction of the South Coast Air Quality Management District(SCAQMD)_ Baseline meteorological and air quality data developed through the California Air Resources Board(CARE)will be utilized for the description of existing ambient air quality. Air quality data from the nearest air quality monitoring station(Lake Elsinore)will be included to help highlight existing air quality local to the project area. The analysis will also describe and address the requirements set forth by the SCAQMD CEQA Air Quality Handbook. Task 2.1.2 Construction-Related Ernissicr_ Construction emissions will be quantified with the California Emissions Estimator Model version 2013.2.2(CalEEMod). A general description of the major phases of construction and their timing will be required. The air pollutant emissions during construction will be compared to the SCAQMD regional thresholds of significance. Naturally occurring asbestos impacts will also be discussed qualitatively. Task 2.2.3 Long-Term Errissior; Operational(i-e., area and mobile source)emissions will be quantified and compared to the SCAQMD regional thresholds of significance. Primary sources of emissions will be related to area sources and local/regional vehicle miles traveled based on trip data from the project Traffic Study. Project consistency with the 2012 Air Quality Management Plan (2012 AQMP)will also be evaluated. Task 2.1.4 Localized Emission_ The project is located within the SCAQMD's Source Receptor Area 26(Temecula Valley)_ Based on localized meteorological data for SRA 26, Michael Baker will analyze localized impacts based upon the SCAQMD's Localized significance Thresholds(LST) methodology. Task 2.2—Greenhouse Gas Analysis Michael Baker will review the land use data and will prepare an inventory of the greenhouse gas(GHG) emissions(Le., nitrous oxide, methane, and carbon dioxide)from both direct(i.e.,area and mobile sources)and indirect sources (Le., energy/water consumption and wastewater/solid waste generation). Total GHG emissions from construction activities will be amortized into the GHG emissions inventory. CalEEMod will be used to quantify GHG emissions. Reductions from recently adopted programs and regulations will be included,such as improvements in fuel efficiency,state building code energy efficiency,and landscaping water efficiency. The net project-related GHG emissions will be assessed against the proposed SCAQMD bright-line screening threshold of 3,000 metric tons per year,and if necessary,to the SCAQMD project-level efficiency threshold of 3.0 metric tons per year per service population_ Mitigation measures will be identified and incorporated, as necessary, to reduce potentially significant GHG impacts of the proposed project. Task 2.3—Noise Study The Noise Study will be completed by Michael Baker's in-house technical team, and will include the following tasks. Task. 2.3.1 Existing Corditions The applicable noise and land use compatibility criteria for the project area will be reviewed and noise standards regulating noise impacts will be discussed for land uses on and adjacent to the project site. A site visit will be conducted and short-term noise level measurements will be taken along the project area_ The noise monitoring survey will be conducted at up to three separate locations to establish baseline noise levels in the project area_ Noise recording lengths are anticipated to require approximately 10 minutes at each location. Long-term (24-hour) measurements are excluded. Task 2.3.2 Construction-Related Noise and Vibration Construction would occur during implementation of the proposed project. Noise impacts from construction sources will be analyzed based on the anticipated equipment to be used, length of a specific construction task,equipment power type (gasoline or diesel engine), horsepower, load factor, and percentage of time in use. The construction noise impacts will be evaluated in terms of maximum levels(I,,,,,) and hourly equivalent continuous noise levels(L.q) and the frequency of occurrence at adjacent sensitive locations_ An analysis of vibration impacts will be based on the Federal Transit Administration's vibration analysis guidance. Analysis requirements will be based on the sensitivity of the area,specific construction activities, and Noise Ordinance specifications_ Task 2.3.3 Operational Noise Sources On-and off-site noise impacts from vehicular traffic will be assessed using the U.S. Federal Highway Traffic Noise Prediction Model (FHWA-RD-77-108)_ The 24-hour weighted Community Noise Equivalent Levels (CNEL)will be presented in a tabular format_ If necessary, mitigation will be identified to ensure that on-site noise levels do not exceed the City's standards_ Stationary source noise impacts(both impacting the proposed project and emanating from the project)will be addressed. Assumptions and Data Needs for Tasks 2.1. 2.2,and 2.3: • The Client will provide detailed construction phasing and grading/excavation/paving quantities. • Traffic data shall include daily trip generation, peak hour traffic,and levels of service. • The Client will provide a detailed listing of all water/energy conservation measures that will be incorporated into the design (including the project's LEED checklist). Any planned sustainable project features should also be provided. • This scope excludes meetings/hearings- Task 2.4-Cultural Resources Assessment The cultural resources assessment will be conducted by BCR Consulting_ Michael Baker International and BCR Consulting have a longstanding working history and a track record of successful projects. Task 2.4.1: Research The records search for cultural resources(archaeological and historical)will be conducted through the Eastern Information Center(EIC)at the University of Califomia, Riverside.This research will characterize the status and extent of previous cultural resource studies completed in the project area, and will help predict the types of resources expected within the project site boundaries_ Task 2.4.2: Field Survey BCR Consulting field staff will perform a pedestrian cultural resources survey, using 15-meter transect intervals along 100 percent of the accessible project site. This fieldwork will be completed under the supervision of a cultural resource professional that meets the United States Secretary of the Interior's Professional Qualifications Standards for Architectural History, and for Archaeology. The goal of this task will be to identify any cultural resources within the project site boundaries(including prehistoric and historic archaeological and historic architectural resources),and to produce or update the necessary site records. For the purposes of this proposal, negative findings are anticipated. If cultural resources (including any historic-period buildings)are identified, a budget and schedule adjustment may be necessary. Task 2.4.3: Report A cultural resources report will be produced consistent with CEOA requirements, in a format acceptable to the City.The report will include a project description,cultural setting, methods, results,and recommendations sections. Relevant maps and photographs will also be included. Department of Park and Recreation(DPR) 523 forms will be attached to record any cultural resources discovered during Task 2.4.2. Task 2.4.4: Native American Consultation BCR Consulting will perform AB-52 Native American Consultation assistance,as directed by the City. During this task, BCR Consulting will contact the Native American Heritage Commission(NAHC)to request a Sacred Lands File(SLF)Search, and to request a list of Native American tribes and individuals to contact. BCR Consulting will contact all entities listed to discern whether any tribe or individual has knowledge of cultural resources within the project boundaries. During this task, BCR Consulting will send one letter to the NAHC and one mailing to each listed tribe and/or individual (via regular certified mail or e-mail). Results of these communications and the SLF Search will be appended to the report. If the City prefers to complete this task, it will not be performed or billed under this Scope of Work. Task 2.4.5: Paleontological Overview BCR Consulting will review the Riverside County paleontological sensitivity maps available through the Riverside County website.This review is intended to indicate whether the project site is potentially sensitive for vertebrate fossil localities_The paleontological sensitivity map will be appended to the report_ Task 2.5-Habitat Assessment and MSHCP Consistency Analysis TASK 2.5.1 Literature Review Michael Baker will review all technical survey reports and regulatory approvals previously prepared for the project, if available, and any data for the site to determine which special-status biological resources are likely to occur on or within the general vicinity of the project site.An updated database search of the California Natural Diversity Database(CNDDB)and California Native Plant Society(CNPS) Electronic Inventory of Rare and Endangered Vascular Plants of California listings regarding sensitive biological resources known to occur in the region and vicinity of the site will also be conducted.Additional information sources will be consulted including the California Department of Fish and Wildlife(CDFW), United States Fish and Wildlife Service(USFWS), and historic/current aerial photographs as appropriate to define the habitat requirements for sensitive species potentially occurring on-site_This will allow Michael Baker to focus its field investigation on those biological resources and habitats known to occur or that have the potential to occur within the general vicinity of the project site. A review of previously prepared reports for the Western Riverside County Multiple Species Habitat Conservation Plan(MSHCP)will be conducted for its implications on the property and local vicinity of the project site_This will allow Michael Baker to focus its field investigation on MSHCP-covered species potentially occurring on the project site_A preliminary review of the Riverside County Integrated Project (RCIP)Conservation Report determined that the project site is located within the Southwest Area Plan of the MSHCP, but is not located within any designated Criteria Cells or Conservation Areas.The RCIP query and review also determined the project site is not located within any MSCHP designated survey areas. Task 2.5.2 Habitat Assessment/Field Investip_ation Following the literature review,the site will be surveyed to document baseline conditions of the project site and to verify its ability to support any special-status plant and wildlife species,special-status plant communities, potential jurisdictional features, and riparian/riverine habitat. Particular attention will be given to undeveloped areas that have a higher potential to provide suitable habitat for special-status plant and wildlife species,specifically for burrowing owl.The location of any special-status biological resources,if present onsite(Le., plants, plant communities, drainage features, riparian/riverine habitat, wildlife)will be mapped.Additionally,the suitability of the vegetation on and surrounding the proposed project site will be surveyed for its ability to provide suitable avian nesting opportunities_ Notes will be taken on all plant and wildlife species observed onsite during the survey.This survey will provide an understanding of the overall project setting and biological resources occurring in the area. This task does not include the preparation of a formal delineation of state and federal jurisdictional waters report. If it is determined that the proposed project will result in impacts to jurisdictional drainage features and/or riparian/riverine habitat,a separate scope and fee will be provided and work would continue under an approved contract augmentation. Task 2.5.3 Habitat Assessment and MSHCP Consistency Analysis Letter Report A habitat assessment and MSHCP consistency analysis letter report will be prepared with the results from the habitat assessment that will document all plant and wildlife species observed,all habitats occurring on-site,the site's potential to support any special-status species or MSHCP listed species,and will document any jurisdictional drainage features(Le., "waters of the U.S. and "waters of the State"), including riparian/riverine habitat, occurring on or adjacent to the project site.The report will include a map of the plant communities occurring on-site and their respective acreages.The report will also include a brief analysis of the project impacts to biological resources(Le., riparian/riverine habitat, jurisdictional waters), if any,will describe wildlife movement opportunities in the region and local wildlife movement through the area, suggestions for further studies that may be needed prior to development, mitigation measures,and permit requirements, if needed. The technical letter report will include a MSHCP consistency analysis that will specifically address the MSHCP requirements for the project site(i.e., Sections 6.1.2, 6.1.3, 6.1.4, 6.3.1,and 6.3.2).The analysis will address riparian/riverine habitat and the potential for site development to create urban edge effects.The final report will be sufficient to make the appropriate consistency determination for compliance with the MSHCP_ The duration of this task is approximately four(4)weeks from notice to proceed and upon approved site access.This task does not include focused surveys.If it is determined that focused surveys are needed, an additional scope and fee will be prepared and submitted to the client.Also if any jurisdictional drainage features or riparian/riverine habitat is found on-site during the field investigation,that will be impacted,a separate Scope of Work will be provided to delineate the boundaries of the feature(s). Task 2.6 Focused Traffic Impact Analysis Task 2.6.1: Review and Refine Traffic Impact Study Scope of Work Michael Baker Consulting will coordinate the scope of the Traffic Impact Analysis(TIA)with City staff responsible for reviewing the traffic study. Specific details of the study that will be reviewed with City staff include: • Trip generation estimates for the A-M,Mid-Day,and P.M.peak hour analysis periods,- Determine eriods;Determine study area (intersections and street segments to be covered by traffic impact analysis); and • Determine any site access, on-site traffic circulation, parking access, and potential cut-through traffic issues that may need to be addressed. • Determine methodology for developing mid-day traffic generation and assignments for cumulative area projects. Most of these projects will not have developed trip generation or have analyzed mid-day traffic conditions. Michael Baker will derive appropriate trip generation rates from sources such as the nationally recognized Institute of Traffic Engineers(ITE)Trip Generation Manual. Project related trip generation will be estimated for the weekday morning,mid-day and evening peak-hour periods and on a daily basis. Michael Baker will initially estimate the distribution of project trips based on existing traffic patterns and discussions with City staff. An initial review of ITE-based trip generation developed in the LLG Access Study for the project indicates that the project could generate up to 1,027 daily vehicle trips. The ITE trip rates indicate that up to 56 total in and out trips could occur during the morning peak hour and up to 79 total in and out trips during the evening peak hour. The access study did not estimate the mid-day trip generation for the project. Michael Baker will work closely with City staff to reach a consensus on the appropriate trip generation and trip distribution pattern to use for this project analysis. While the exact scope of work will not be finalized until this task is complete,we have prepared the following work tasks that we expect to undertake based on the Request for Proposal (RFP),the project description,and our past experience working with the City of Temecula. Task 2.62: Data Collection Efforts According to the RFP,a minimum of four off-site access intersections will be included in the traffic impact study area along with the two proposes project access intersections. According to the City's Traffic Impact Analysis Guidelines,the study area shall include any intersection of"Collector" or higher classification street,that the proposed project will add 50 or more peak hour vehicle trips. Based on an initial conservative estimate of the project trip generation during the higher evening peak hour,the proposed number of study intersections appears to appropriate. The proposed study intersections include: 1. Margarita Road/Rancho California Road 2. Margarita Road/Rancho Vista Road 3. Margarita Road/Pauba Road 4. Meadows Parkway/Rancho Vista Road 5. Rancho Vista Road/Via EI Greco-West Project Access(Linfield Way Extension) 6. Rancho Vista Road/East Project Access(Drive Aisle A) It is assumed that the City will provide any available recent weekday a.m. and p.m, peak hour intersection turning movement count data for the study area. We suggest that this study use the traffic count data collected for the Site Access Analysis for the Proposed Linfield School Properties which is less than one year old. If this is acceptable,one of the proposed six intersections already has counts available for the A.M.and P.M_peak periods. This scope of work and fee estimate assumes that new traffic counts will be needed at an additional four existing off-site intersections and a mid-day count will be needed at the Rancho Vista/Via EI Greco intersection. In the event that the estimated project trip generation and distribution pattern is found to substantiate the inclusion of additional intersections in the study area,our typical budget for peak hour counts is$275 per intersection for the combined weekday A-M, Mid-Day, and P.M. peak hours. The approximate cost for the analysis of each intersection is$800. If City staff determines that additional intersections need to be included in the study area,a contract addendum to this scope of work will be submitted to the City to cover the count costs and added analysis costs. If it is determined that fewer intersection counts are needed,then the budget needed for these direct costs will be reduced accordingly. Michael Baker Consulting will conduct a thorough field review of the study area to observe the operating characteristics of the study intersections and roadway network_ Our project team will review all existing intersection geometry,traffic control,signal phasing and cycle lengths for integration into the Synchro software traffic analysis program_ Task 2.6.3: Traffic Impact Analysis Study Traffic Analysis Scenarios Based on the City's Traffic Impact Analysis Guidelines,we are assuming that the following scenarios will be included in the focused traffic study: 1. Existing Conditions 2. Existing Conditions With Project 3. Opening Year With Project(existing+ambient+project) 4. Cumulative Conditions(existing+ambient+other approved projects) Cumulative Projects Michael Baker Consulting will coordinate with City of Temecula staff to establish a list of approved or pending projects in the study area_ We will initially include the list of cumulative projects used in the River Springs Charter School Focused Traffic Analysis and will add additional cumulative projects as directed by City staff. Cumulative project trips will be assigned to the study intersections based on information provided in traffic studies for these projects. If traffic study data is not available,then Michael Baker Consulting will manually distribute the cumulative project trips on the roadway network using sound engineering judgment. It should be noted that this task will require the development of mid-day trip generation and trip distribution assumptions in order to analyze the mid-day analysis period that is requested in the RFP. Intersection Analysis Study intersections will be evaluated for the study scenarios using the 2000 Highway Capacity Manual (HCM)operations methodology. Michael Baker Consulting will use the Synchro traffic analysis software program to calculate the HCM delay and level of service(LOS)using default analysis input parameters outlined in Exhibit C of the City's Traffic Impact Analysis Guidelines. Site Access The proposed project will be reviewed with respect to the two proposed points of ingress and egress on Rancho Vista Road. The proposed access driveways will be analyzed under all of the project scenarios- 2 6.4 Traffic Sienal Warrants Analysis Michael Baker will prepare a traffic signal warrants analysis for any un-signalized intersections included in the study area and for all study scenarios. The signal warrants analysis will be performed using the latest version of the California Manual on Uniform Traffic Control Devices- On-site Circulation Assessment Michael Baker will review the project site plan and evaluate the adequacy of the on-site circulation plan and will determine the appropriate traffic control measures for on-site intersections. General Safety and Operational Analysis Based on the findings of the cumulative scenario traffic analysis, Michael Baker Consulting will review the need for a variety of potential safety and/or operational improvements. Mitigation Measures Based on the findings of the traffic analysis, Michael Baker Consulting will formulate mitigation measures for locations where a significant impact is identified in any of the analysis scenarios. The feasibility of any identified mitigation measures will also be determined. A proportionate"fair share" calculation will be prepared,to identify the portion of project traffic at any significantly impacted location in any of the analysis scenarios. Conformance with General Plan Circulation Element Level of Service Michael Baker will review the review the traffic analysis results and determine if the Level of Service at roadway system within the study area is adequate to accommodate traffic conditions with the project at a level of service deemed acceptable in the City's General Plan Circulation Element. Task 2.6.5: Reporting and Meetings The findings of the traffic analysis will be summarized in a traffic impact analysis report.The report will include the following sections in accordance with the report format recommended in Exhibit B of the City's Traffic Impact Analysis Guidelines: • Executive Summary • Introduction • Existing Conditions • Future Traffic Conditions • Traffic Analysis • Findings and Recommendations Submittals Michael Baker Consulting will submit a draft,final draft and final traffic study to you as part of this scope of work.The anticipated submittal process and number of photocopies per submittal is as follows: • 2 copies of the draft traffic study distributed to the City of Temecula and 1 additional copy to be distributed by the City to the project applicant for review and comment; • 2 copies of the final traffic study distributed to the City of Temecula and 1 additional copy to be distributed by the City to the project applicant. Michael Baker will also include electronic PDF versions of each study submittal to the City. Schedule Michael Baker will complete the traffic study and submit the Draft Traffic Impact Analysis report to the City of Temecula within 20 working days following the receipt of all traffic count data needed to complete the traffic analysis. It is anticipated that the first week after agreement is reached on the scope of the study,data collection task will be performed including field work,traffic counts,and identification of the cumulative projects to be included in the study. During the following two weeks, Michael Baker will concentrate on the traffic impact analysis for the project. The work effort during the final week will concentrate on preparation of the draft study report. Meetings Michael Baker staff will work closely with City of Temecula staff to ensure that all traffic study requirements are met. We have included provisions in the budget for two meetings with City staff_ If requested, Michael Baker will be available to attend additional meetings on a time and materials basis as an addendum to this scope of work_ TASK 3.0; FIRST ADMINISTRATIVE DRAFT INITIAL STUDY Michael Baker will prepare an Administrative Draft Initial Study (Admin Draft IS) to determine if the Project will have a significant effect on the environment, using a City-approved CECIA checklist. The Admin Draft IS will contain a description of the Project, the Project location, and a description of the environmental setting of the proposed Project site_ The Project Description section of the IS/MND will detail the Project location, background and history, characteristics, objectives, phasing, agreements, permits and approvals that would be required for the Project based on its maximum development potential allowed for in the General Plan Amendment and Zone Change,and other information provided by the City. Exhibits depicting the regional and site vicinity will be included in this section. The document will include a brief explanation of the significance determination, based on information obtained from the technical studies and from preliminary investigation into local, State and federal plans, policies and regulations. This document will reflect site plans and any additional information gathered during Task 1 above. Michael Baker will provide an IS checklist response for each topic, appropriately cited in the IS. For administrative record purposes, Michael Baker will retain copies of referenced documents and will save a screen shot of any website utilized in the IS_ Michael Baker will submit one electronic copy and five hard copies of the Admin Draft IS and associated technical studies for City review. TASK 4.0: REVISED ADMIN DRAFT IS After receiving the City's comments on the Admin Draft IS, Michael Baker will respond to one consolidated set of comments from the City. Changes to the draft document will be highlighted or submitted to the City in MS Word 'Track Changes" to assist the review. Once the requested edits have been made, Michael Baker will submit a revised Draft IS for City review/approval. TASK 5.0: INITIAL STUDY/MITIGATED NEGATIVE DECLARATION TASK 5.1 -DRAFT IS/MND Michael Baker will use the revised Draft IS to prepare a final version of the IS/MND with all comments from the City incorporated into the document. The Public Review IS/MND will be a "clean" version, and all track changes/highlights from the previous version will be accepted/removed. This version will be circulated to the public for review. Michael Baker will consult with City staff to establish the public review period, public notification, and agency filing requirements for the IS/MND. Michael Baker assumes that all filing and noticing fees will be paid by the City and/or Project Applicant. Michael Baker will prepare the Notice of Availability and will assist City staff in distributing the draft environmental document using the distribution list provided by City Staff. Michael Baker will prepare and provide one copy of the Notice of Completion (NOC) to the State Clearinghouse along with 15 copies of the IS/MND. Michael Baker will provide up to 50 additional copies of the entire IS/MND for distribution (such as the Planning counter, City library, stakeholders, Planning Commission, and City Council). In addition to the MSWord files, Michael Baker will provide the entire Draft IS/MND and associated technical studies in Adobe PDF format, for posting on the City's website. Michael Baker will be responsible for all distribution/mailing of all copies to associated parties, including State Clearinghouse,any required radius mailing,and newspaper noticing. TASK 5.2-FINAL IS/MND Upon conclusion of the public review period, Michael Baker will prepare written responses to comments on relevant environmental issues_ This task includes assisting in responding to IS/MND comments received during the public review period, if any. Michael Baker will prepare thorough, reasoned, and appropriate responses to relevant environmental issues raised in public comment letters. Upon completion of the Responses to Comments, the Comment Letters and their responses will be transmitted to the City for review. Michael Baker will respond to one consolidated set of City comments on the Responses to Comments document. Following review of these Draft Responses to Comments, Michael Baker will finalize the document and submit to the City.This Final IS/MND document is assumed to contain the Draft IS/MND, Responses to Comments,and Errata. Michael Baker will provide a copy of the entire Final IS/MND for the City files, in both MS Word and Adobe PDF formats. TASK 6.0: PREPARE MITIGATION MONITORING AND REPORTING PROGRAM Michael Baker will prepare a Draft Mitigation Monitoring and Reporting Program (MMRP) that will be submitted to the City for review and approval. Michael Baker will respond to one consolidated set of comments on the Draft MMRP_The MMRP will be defined through working with the City staff to identify appropriate monitoring steps and procedures in order to provide a basis for monitoring such measures during and upon Project implementation. TASK 7.0: PROJECT MANAGEMENT, MEETINGS AND HEARINGS Mr. Bob Stark and Mr_Darren Edgington will be responsible for management and supervision of the Project Team, as well as consultation with the City staff. Mr.Stark and Mr. Edgington will undertake consultation and coordination of the Project and review the IS/MND for compliance with CEQA requirements and guidelines and City CEClA procedures. Mr_ Stark and Mr. Edgington will coordinate with all technical staff, consultants, support staff and word processing toward the timely completion of the IS/MND. Michael Baker assumes approximately four(4) hours of coordination time per month for a total of approximately forty(40) hours.This Task will be performed on a Time and Materials (T&M) basis and the estimated fee indicated for this task shall not be exceeded without prior City authorization. Project Meetings Michael Baker anticipates some meetings with City staff, including a Project initiation meeting(Task 1.0), and potential progress meetings, if requested by City staff_ For budgeting purposes, Michael Baker has assumed attendance at up to three(3)staff meetings(excluding Task 1.0)with one Michael Baker staff person in attendance at each, budgeted at eight hours per meeting to allow for preparation, attendance,and wrap-up_ Should the City determine that additional meetings or staff attendance is required; services will be provided and invoiced on a time and materials basis. Project Hearings If requested by the City, Mr_Stark and/or Mr. Edgington can represent the Project Team at public hearings and make presentations, as necessary_ For budgeting purposes, Michael Baker has assumed attendance at one public hearing to approve the IS/MND and project. Mr.Stark and/or Mr. Edgington, and up to two key Project Team personnel are budgeted to attend this meeting_ Should the City determine that additional meetings attendance or attendance by technical specialists be necessary, services will be provided and invoiced on a time and materials basis. The following is a Preliminary Schedule which will be refined following the kick-off meeting. Kick-Off Meeting Week 1 ;raft Project Description Preparation Weeks 1-2 City Review of Draft Project Description Week 3 Technical Studies Neeks 3-7 dmin Draft IS Weeks 4-9 ity Review/Revisions eeks 10-13 ND Process Weeks 14-15 S/MND Preparation Weeks 16-20 0-day Public Review Weeks 21-22 inal IS/MND Weeks 23-26 earings EXHIBIT B Payment Rates and Schedule Michael Baker has provided the following'ost Proposal on a fixed fee basis unless otherwise noted. TASK 1.0-Project Kick-Off Task 1.1-Site Visit/Kick-off ....... ---- ---- _._ ___ ..___..--_---_•---_-.-- -_-- --- _-- -------------$2,500 Task 1.2-Research and Investigation..... .__ ___.... __._...___.___.. .......$2,000 SubtotalTask 1......................................................................................................................$4,500 TASK 2.0-Preparation of Technical Studies Task 2-1-Air Quality Assessment..........................--......----------------------------------------..................----...$5,200 Task 2-2-Greenhouse Gas Analysis-------------------------------------------------------------------------------$3,500 Task 2-3-Noise Study....................................-....-....-...._.... .............. ...$4,800 Task 2.4-Cultural Resources Assessment.....__.__...._____..__..__.._....__..__.___.___.___...........$3,000 Task 2-5-Habitat Assessment and MSHCP Consistency Assessment.__.._...._-..__.......................$6,000 Task 2-6-Focused Traffic Impact Analysis................................................_...._...._.........................$9,800 SubtotalTask 2....................................................................................................................$32,300 TASK 3.0-Admin Draft IS......................................................................................................$6,000 TASK 4.0-Revised Admin Draft IS..........................................................................................$1,200 TASK 5.0-IS/MND Task 5.0-1-Draft IS/MND..... _...._---- -------- ---------- __.___.._..-----$3,500 Task 5-0-2-Final IS/MND....___..___________.___._____.__._._________ ___ .___ ___ _. __ ___ _._ _.........-..$4,000 SubtotalTask 5.0...................................................................................................................$7,500 TASK6.0-MMRP..................................................................................................................$1,000 TASK 7.0-Project Management,Meetings and Hearings(T&M Estimate-Not to Exceed)......$6,000 TotalProfessional Fees....................................................................................................... $58,500 Reimbursables(T&M Estimate) .............................................................................................$3,500 Costs associated with reimbursable expenses, noticing, postage, document reproduction, and mileage are a time and materials estimate,which will be billed at cost of reimbursable expenses plus 1590. `A rate sheet has been provided on the following page and identifies the hourly rates of staff assigned to the project. OFFICE PERSONNEL 5/Hour Senior Principal...... _..._.... -•------._...___-------__.. _.._....__.. _..._ .._.__..--_--.$285.00 Principal-----------------------------_...__.... _..__..._....__ _ _....-_...._...._.........._...._........................255.00 Senior Project Manager..... ---._.------.._...._....__..__.._...._...._...._........... .....220.00 Project 200.00 SeniorPlanner-- _---_--..__..__..__..__.._-.--_---- ....__...__.___..__..__..__..__..__..._..___...._----.175.00 Biologist........................ ..__..__...___..__..._..___.._.__.___....__..__....__..__..__.._...._..___..__.__.165.00 Senior GIS Analyst........ __.. _.___..___..____.___..__ _ _ _ 154.00 Project Planner................... .._ ..__.._-.-- -.--_-•---------.--___. _.___._...._..___...._..._.152.00 Environmental Specialist.__.___. _..__ _. _.__ .____._.._.__.._...._______. _.___.._______._..___ __.142.00 GIS Analyst...........-.............—........._..................................................................................125.00 Designer/Planner.........-____...---•----_-.------...._...._.............................................................125.00 Project Coordinator... _____ ____-•.--..._._....__.._.---__.._..._. 113.00 GraphicArtist.................-------------............................-................._.........._........................----------100.00 Environmental Analyst/Staff Planner............... _.. _.._-....__.._...._..............................100.00 Assistant Engineer/Planner............................... ...._----_ _.._...._....__.._...-_................................96.00 EngineeringAid/Planning Aid---.....-......................-....--....—---------------------------------------------------77.00 Office Support/Clerical............--..................................------------------ ---...65.00 Item No . 7 Approvals City Attorney A� Finance Director City Manager CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Thomas W. Garcia, Director of Public Works/City Engineer DATE: May 10, 2016 SUBJECT: Approve the Amendments to Annual Agreements for Various Maintenance and Repair Services Related to the HVAC System, Water Quality, Parking Lots, Excavation and General Contracting, Elevators, Roofing, Asphalt Paving and Parks, Plumbing, Electrical, Fencing, Facilities, Street Signs, and Weed Abatement for Fiscal Year 2016-17 PREPARED BY: Jerzy Kanigowski, Facility Services Manager RECOMMENDATION: That the City Council approve the following Amendments to the Annual Agreements in the amounts stated for Fiscal Year 2016-17 for routine maintenance and emergency services for various operational needs by the Department of Public Works, Maintenance Division. General Contractor Services ABM Building Services, LLC Fifth Amendment $100,000 All American Asphalt Second Amendment $50,000 Arch Chemicals, Inc. d/b/a Marine Fourth Amendment $56,800 Biochemists Craftsmen Plumbing Heating & Cooling, Second Amendment $200,000 Inc. Hardy & Harper, Inc. Fourth Amendment $100,000 Main Street Signs Second Amendment $75,000 Miko Mountainlion, Inc. Fifth Amendment $100,000 Moore Fence Company, Inc. First Amendment $35,000 My Electrician, Inc. First Amendment $75,000 Pacific Hydroblasting, Inc. First Amendment $100,000 ThyssenKrupp Elevator Corporation Second Amendment $45,000 TWM Roofing, Inc. Fourth Amendment $75,000 VN Enterprises, Inc. Second Amendment $35,000 Wurm's Janitorial Services, Inc. Fourth Amendment $330,000 Weed Abatement Services Rene B. Martinez, Sr. d/b/a Rene's Fourth Amendment $200,000 Commercial Management BACKGROUND: The City Council previously approved agreements with the above listed companies to provide preventive maintenance, on-call services, and/or product. The original agreements with these companies allow for term extensions for continued services. Each of the companies has responded in a timely manner when requested, provided an economical means of completing the necessary work, and performed satisfactorily. Therefore, staff is recommending agreement extensions for each vendor. FISCAL IMPACT: Adequate funds will be requested in the Department of Public Works, Maintenance Division for Fiscal Year 2016-17 Operating Budget. Adequate funds are allocated from the corresponding budget accounts. ATTACHMENTS: 1. ABM Building Services, LLC - Fifth Amendment 2. All American Asphalt- Second Amendment 3. Arch Chemicals, Inc., d/b/a Marine Biochemists - Fourth Amendment 4. Craftsmen Plumbing Heating & Cooling, Inc. - Second Amendment 5. Hardy & Harper, Inc. - Fourth Amendment 6. Main Street Signs - Second Amendment 7. Miko Mountainlion, Inc. - Fifth Amendment 8. Moore Fence Company, Inc. - First Amendment 9. My Electrician, Inc. - First Amendment 10. Pacific Hydroblasting, Inc. - First Amendment 11. ThyssenKrupp Elevator Corporation - Second Amendment 12. TWM Roofing, Inc. - Fourth Amendment 13. VN Enterprises, Inc. - Second Amendment 14. Wurm's Janitorial Services, Inc. - Fourth Amendment 15. Rene B. Martinez, Sr. d/b/a Rene's Commercial Management- Fourth Amendment FIFTH AMENDMENT TO AGREEMENT BETWEEN CITY OF TEMECULA AND ABM BUILDING SERVICES, LLC HEATING VENTILATION AND AIR CONDITIONING MAINTENANCE SERVICES THIS FIFTH AMENDMENT is made and entered into as of May 10, 2016 by and between the City of Temecula, a municipal corporation (hereinafter referred to as "City"), and ABM Building Services, LLC, a Limited Liability Company (hereinafter referred to as "Contractor"). In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows: 1. This Amendment is made with the respect to the following facts and purposes: a. On June 1, 2013, the City and Contractor entered into that certain Agreement entitled "Agreement for Heating Ventilation and Air Conditioning Maintenance Services," in the amount of$84,303. b. On April 1, 2014, the City and Contractor entered into the First Amendment to that certain Agreement entitled "Agreement for Heating Ventilation and Air Conditioning Maintenance Services," in order to change the Company name. The amendment is pursuant to notification received by ABM of their acquisition of Alpha Mechanical. Inc. effective as of March 1, 2014. All others terms and conditions of the Agreement remain unchanged C. On May 13, 2014, the City and Contractor entered into the Second Amendment to that certain Agreement entitled " Agreement for Heating Ventilation and Air Conditioning Maintenance Services" to add scope of work, extend the term of the agreement to June 30, 2015, increase the payment in the amount of$84,303. d. On November 18, 2014, the City and Contractor entered into the Third Amendment to that certain Agreement entitled "Agreement for Heating Ventilation and Air Conditioning Maintenance Services" to add scope of work, increase the payment in the amount of$39,982. e. On May 12, 2015, the City and Contractor entered into the Fourth Amendment to that certain Agreement entitled "Agreement for Heating Ventilation and Air Conditioning Maintenance Services" add scope of work, add the Prevailing Wage and DIR clauses, extend the term of the agreement to June 30, 2016, and increase the payment in the amount of$84,303 f. The parties now desire to extend the term of the agreement to June 30, 2017, increase the payment in the amount of $100,000, and to amend the Agreement as set forth in this Amendment. 2. Section 1 of the Agreement entitled "TERM" is hereby amended to read as follows: This Agreement shall remain and continue in effect until tasks herein are completed, but in no event later than June 30, 2017 unless sooner terminated pursuant to the provisions of this Agreement. 1 3. Section 3 of the Agreement entitled "PAYMENT" at paragraph "a" is hereby amended to read as follows: The City agrees to pay Contractor monthly, in accordance with the payment rates and schedules and terms set forth in Exhibit B, Payment Rates and Schedule, attached hereto and incorporated herein by this reference as though set forth in full, based upon actual time spent on the above tasks. Any terms in Exhibit B, other than the payment rates and schedule of payment, are null and void. The Fifth Amendment amount shall not exceed One Hundred Thousand Dollars ($100,000) for additional Heating Ventilation and Air Conditioning Maintenance Services for a total Agreement amount of Three Hundred Ninety Two Thousand Eight Hundred Ninety One Dollars ($392,891). 4. Except for the changes specifically set forth herein, all other terms and conditions of the Agreement shall remain in full force and effect. 2 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written. CITY OF TEMECULA ABM Building Services, LLC. (Two Signatures of corporate officers required unless corporate documents authorize only one person to sign the agreement on behalf of the corporation.) By: By: Michael S. Naggar, Mayor Mark Swearingen, V.P./General Manager ATTEST: By: By: Randi Johl, City Clerk James Egan, Vice President APPROVED AS TO FORM: By: Peter M. Thorson, City Attorney CONTRACTOR ABM Building Services, LLC. Contact Person: James Egan 3585 Corporate Ct. San Diego, CA 92123 Phone Number: (858) 279-1300 PM Initials: Date: c 3 SECOND AMENDMENT TO AGREEMENT BETWEEN CITY OF TEMECULA AND ALL AMERICAN ASPHALT HOT MIX ASPHALT AND SS1H EMULSION TACK THIS SECOND AMENDMENT is made and entered into as of May 10, 2016, by and between the City of Temecula, a municipal corporation (hereinafter referred to as "City"), and All American Asphalt, a Corporation (hereinafter referred to as "Contractor"). In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows: 1. This Amendment is made with the respect to the following facts and purposes: a. On May 27, 2014, the City and Contractor entered into that certain Agreement entitled "Agreement for Hot Mix Asphalt and SS1 H Emulsion Tack," in the amount of $200,000. b. On May 12, 2015, the City and Contractor entered into the First Amendment to that certain Agreement entitled "Agreement for Hot Mix Asphalt and SS1 H Emulsion Tack," to add scope of work, add the Prevailing Wage and DIR clauses, extend the term of the agreement to June 30, 2016, increase the payment in the amount of $100,000. C. The parties now desire to extend the term of the agreement to June 30, 2017, and increase the payment in the amount of $50,000, and to amend the Agreement as set forth in this Amendment. 2. Section 1 of the Agreement entitled "TERM" is hereby amended to read as follows: This Agreement shall remain and continue in effect until tasks herein are completed, but in no event later than June 30, 2017 unless sooner terminated pursuant to the provisions of this Agreement. 3. Section 3 of the Agreement entitled "PAYMENT" at paragraph "a" is hereby amended to read as follows: The City agrees to pay Contractor monthly, in accordance with the payment rates and schedules and terms set forth in Exhibit B, Payment Rates and Schedule, attached hereto and incorporated herein by this reference as though set forth in full, based upon actual time spent on the above tasks. Any terms in Exhibit B, other than the payment rates and schedule of payment, are null and void. The Second Amendment amount shall not exceed Fifty Thousand Dollars ($50,000), for additional Hot Mix Asphalt and SS1 H Emulsion Tack for a total Agreement amount of Three Hundred Fifty Thousand Dollars ($350,000). 4. Except for the changes specifically set forth herein, all other terms and conditions of the Agreement shall remain in full force and effect. 1 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written. CITY OF TEMECULA ALL AMERICAN ASPHALT (Two Signatures of corporate officers required unless corporate documents authorize only one person to sign the agreement on behalf of the corporation.) By: By: Michael S. Naggar, Mayor Edward J. Carlson, Vice President ATTEST: By: By: Randi Johl, City Clerk Michael Farkas, Secretary APPROVED AS TO FORM: By: Peter M. Thorson, City Attorney CONTRACTOR All American Asphalt Contact Person: Cody Gawryluk 400 E. Sixth St. Corona, CA 92878 Phone Number: (951) 736-7600 Fax Number: (951) 736-7646 cgawryluk@allamericanasphalt.com PM Initials: Date: C 2 FOURTH AMENDMENT TO AGREEMENT BETWEEN CITY OF TEMECULA AND ARCH CHEMICALS, INC. d/b/a MARINE BIOCHEMISTS LAKE & POND MANAGEMENT/MAINTENANCE SERVICES THIS FOURTH AMENDMENT is made and entered into as of May 10, 2016, by and between the City of Temecula, a municipal corporation (hereinafter referred to as "City"), and Arch Chemicals, Inc. d/b/a Marine Biochemists, a Corporation (hereinafter referred to as "Contractor"). In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows: 1. This Amendment is made with the respect to the following facts and purposes: a. On May 22, 2012, the City and Contractor entered into that certain Agreement entitled "Agreement for Lake & Pond Management/Maintenance Services," in the amount of$56,800. b. On May 14, 2013, the City and Contractor entered into the First Amendment to that certain Agreement entitled "Agreement for Lake & Pond Management/Maintenance Services," to add scope of work, extend the term of the agreement to June 30, 2014, increase the payment in the amount of $56,800. C. On May 13, 2014, the City and Contractor entered into the Second Amendment to that certain Agreement entitled "Agreement for Lake & Pond Management/Maintenance Services" to add scope of work, extend the term of the agreement to June 30, 2015, increase the payment in the amount of $56,800. d. On May 12, 2015, the City and Contractor entered into the Third Amendment to the certain Agreement entitle, "Agreement for Lake & Pond Management/Maintenance Services" to add scope of work, add the Prevailing Wage and DIR clauses, extend the term of the agreement to June 30, 2016, increase the payment in the amount of$56,800. e. The parties now desire to extend the term of the agreement to June 30, 2017, increase the payment in the amount of$56,800, and to amend the Agreement as set forth in this Amendment. 2. Section 1 of the Agreement entitled "TERM" is hereby amended to read as follows: This Agreement shall remain and continue in effect until tasks herein are completed, but in no event later than June 30, 2017 unless sooner terminated pursuant to the provisions of this Agreement. 3. Section 3 of the Agreement entitled "PAYMENT" at paragraph "a" is hereby amended to read as follows: 1 The City agrees to pay Contractor monthly, in accordance with the payment rates and schedules and terms set forth in Exhibit B, Payment Rates and Schedule, attached hereto and incorporated herein by this reference as though set forth in full, based upon actual time spent on the above tasks. Any terms in Exhibit B, other than the payment rates and schedule of payment, are null and void. The Fourth Amendment amount shall not exceed Fifty Six Thousand Eight Hundred Dollars ($56,800), for additional Lake & Pond Management/Maintenance Services for a total Agreement amount of Two Hundred Eighty Four Thousand ($284.000). 4. Except for the changes specifically set forth herein, all other terms and conditions of the Agreement shall remain in full force and effect. 2 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written. CITY OF TEMECULA ARCH CHEMICALS, INC. d/b/a MARINE BIOCHEMISTS (Two Signatures of corporate officers required unless corporate documents authorize only one person to sign the agreement on behalf of the corporation.) By: By: Michael S. Naggar, Mayor Christian Wichert, Head Global Tems ATTEST: By: By: Randi Johl, City Clerk Richelle Feyerherm, Controller APPROVED AS TO FORM: By: Peter M. Thorson, City Attorney CONTRACTOR Arch Chemicals, Inc. d/b/a Marine Biochemists Contact Person: Bill Thomas 2940 E. La Jolla St. Anaheim, CA 92826 Phone Number: (714) 632-5253 Initial Da Date: 3 SECOND AMENDMENT TO AGREEMENT BETWEEN CITY OF TEMECULA AND CRAFTSMEN PLUMBING HEATING & COOLING, INC. ROUTINE MAINTENANCE SERVICES THIS SECOND AMENDMENT is made and entered into as of May 10, 2016, by and between the City of Temecula, a municipal corporation (hereinafter referred to as "City"), and Craftsmen Plumbing Heating & Cooling, Inc., a Corporation (hereinafter referred to as "Contractor"). In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows: 1. This Amendment is made with the respect to the following facts and purposes: a. On July 1, 2015, the City and Contractor entered into that certain Agreement entitled "Agreement for Routine Maintenance Services," in the amount of$120,000. b. On February 23, 2016, the City and Contractor entered into the First Amendment to that certain Agreement entitled "Agreement for Routine Maintenance Services," to increase the payment in the amount of$60,000. C. The parties now desire to extend the term of the agreement to June 30, 2017, increase the payment in the amount of $200,000, and to amend the Agreement as set forth in this Amendment. 2. Section 1 of the Agreement entitled "TERM" is hereby amended to read as follows: This Agreement shall remain and continue in effect until tasks herein are completed, but in no event later than June 30, 2017 unless sooner terminated pursuant to the provisions of this Agreement. 3. Section 3 of the Agreement entitled "PAYMENT" at paragraph "a" is hereby amended to read as follows: The City agrees to pay Contractor monthly, in accordance with the payment rates and schedules and terms set forth in Exhibit B, Payment Rates and Schedule, attached hereto and incorporated herein by this reference as though set forth in full, based upon actual time spent on the above tasks. Any terms in Exhibit B, other than the payment rates and schedule of payment, are null and void. The Second Amendment amount shall not exceed Two Hundred Thousand Dollars ($200,000), for additional routine maintenance services for a total Agreement amount of Three Hundred Eighty Thousand Dollars ($380,000). 4. Except for the changes specifically set forth herein, all other terms and conditions of the Agreement shall remain in full force and effect. 1 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written. CITY OF TEMECULA Craftsmen Plumbing Heating & Cooling, Inc. (Two Signatures of corporate officers required unless corporate documents authorize only one person to sign the agreement on behalf of the corporation.) By: By: Michael S. Naggar, Mayor Denny McKee, President ATTEST: By: By: Randi Johl, City Clerk Laura McKee, Treasure APPROVED AS TO FORM: By: Peter M. Thorson, City Attorney CONTRACTOR Craftsmen Plumbing Heating & Cooling, Inc. Contact Person: Denny McKee 27636 Ynez Rd Temecula, CA 92591 Phone Number: (951) 676-6838 PM Initials: Date: L 4?W 2 FOURTH AMENDMENT TO AGREEMENT BETWEEN CITY OF TEMECULA AND HARDY & HARPER, INC. PAVING MAINTENANCE SERVICES THIS FOURTH AMENDMENT is made and entered into as of May 10, 2016, by and between the City of Temecula, a municipal corporation (hereinafter referred to as "City"), and Hardy & Harper, Inc., a Corporation (hereinafter referred to as "Contractor"). In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows: 1. This Amendment is made with the respect to the following facts and purposes: a. On June 12, 2012, the City and Contractor entered into that certain Agreement entitled "Agreement for Paving Maintenance Services," in the amount of $400,000. b. On May 14, 2013, the City and Contractor entered into the First Amendment to that certain Agreement entitled "Agreement for Paving Maintenance Services," to add scope of work, extend the term of the agreement to June 30, 2014, increase the payment in the amount of $300,000. C. On May 14, 2014, the City and Contractor entered into the Second Amendment to that certain Agreement entitled "Agreement for Paving Maintenance Services," to add scope of work, extend the term of the agreement to June 30, 2015, increase the payment in the amount of $300,000. d. On May 12, 2015, the City and Contractor entered into the Third Amendment to that certain Agreement entitled "Agreement for Paving Maintenance Services," to add scope of work, add the Prevailing Wage and DIR clauses, extend the term of the agreement to June 30, 2016, increase the payment in the amount of $200,000. e. The parties now desire to extend the term of the agreement to June 30, 2017, increase the payment in the amount of $100,000, and to amend the Agreement as set forth in this Amendment. 2. Section 1 of the Agreement entitled "TERM" is hereby amended to read as follows: This Agreement shall remain and continue in effect until tasks herein are completed, but in no event later than June 30, 2017 unless sooner terminated pursuant to the provisions of this Agreement. 3. Section 3 of the Agreement entitled "PAYMENT" at paragraph "a" is hereby amended to read as follows: The City agrees to pay Contractor monthly, in accordance with the payment rates and schedules and terms set forth in Exhibit B, Payment Rates and Schedule, attached hereto and incorporated herein by this reference as though set forth in full, based upon actual time spent on the above tasks. Any terms in Exhibit B, other than the payment rates and schedule of payment, are null and void. The Fourth Amendment amount shall not exceed One Hundred Thousand Dollars ($100,000), for additional paving maintenance services for a total Agreement amount of One Million Three Hundred Thousand Dollars ($1,300,000). 1 4. Except for the changes specifically set forth herein, all other terms and conditions of the Agreement shall remain in full force and effect. 2 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written. CITY OF TEMECULA HARDY & HARPER, INC. (Two Signatures of corporate officers required unless corporate documents authorize only one person to sign the agreement on behalf of the corporation.) By: By: Michael S. Naggar, Mayor Steve Kirschner, Vice President ATTEST: By: By: Randi Johl, City Clerk Kristen S. Paulino, Corporate Secretary APPROVED AS TO FORM: By: Peter M. Thorson, City Attorney CONTRACTOR HARDY & HARPER, INC. Contact Person: Robin Coleman 1312 East Warner Ave. Santa Ana, CA 92705 Phone Number: (714) 444-1851 Fax Number: (714) 444-2801 fcoleman@hardyandharper.com PM Initials: Date: 3 SECOND AMENDMENT TO THE NON-EXCLUSIVE AGREEMENT BETWEEN CITY OF TEMECULA AND MAIN STREET SIGNS CITY STREET NAME SIGNS THIS SECOND AMENDMENT is made and entered into as of May 10, 2016, by and between the City of Temecula, a municipal corporation (hereinafter referred to as "City"), and Main Street Signs, a Corporation (hereinafter referred to as "Contractor"). In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows: 1. This Amendment is made with the respect to the following facts and purposes: a. On May 27, 2014, the City and Contractor entered into that certain Agreement entitled "Agreement for City Street Name Signs," in the amount of $100,000. b. On May 12, 2015, the City and Contractor entered into the First Amendment to that certain Agreement entitled "Agreement for City Street Name Signs," to add scope of work, extend the term of the agreement to June 30, 2016, increase the payment in the amount of$100,000. C. The parties now desire to extend the term of the agreement to June 30, 2017, increase the payment in the amount of $75,000 and to amend the Agreement as set forth in this Amendment. 2. Section 1 of the Agreement entitled "TERM" is hereby amended to read as follows: This Agreement shall remain and continue in effect until tasks herein are completed, but in no event later than June 30, 2017 unless sooner terminated pursuant to the provisions of this Agreement. 3. Section 3 of the Agreement entitled "PAYMENT" at paragraph "a" is hereby amended to read as follows: The City agrees to pay Contractor monthly, in accordance with the payment rates and schedules and terms set forth in Exhibit B, Payment Rates and Schedule, attached hereto and incorporated herein by this reference as though set forth in full, based upon actual time spent on the above tasks. Any terms in Exhibit B, other than the payment rates and schedule of payment, are null and void. The Second Amendment amount shall not exceed Seventy Five Thousand Dollars ($75,000), for additional City Street Name Signs for a total Agreement amount of Two Hundred Seventy Five Thousand Dollars ($275,000). 4. Except for the changes specifically set forth herein, all other terms and conditions of the Agreement shall remain in full force and effect. 1 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written. CITY OF TEMECULA MAIN STREET SIGNS (Two Signatures of corporate officers required unless corporate documents authorize only one person to sign the agreement on behalf of the corporation.) By: By: Michael S. Naggar, Mayor Chuck Atha, President ATTEST: By: By: Randi Johl, City Clerk Charles Atha, Vice President APPROVED AS TO FORM: By: Peter M. Thorson, City Attorney CONTRACTOR MAIN STREET SIGNS Contact Person: Chuck Atha 1211 W. Brooks St. Suite A Ontario, CA 91762 Phone Number: (909) 391-0988 Initials Da Date: 2 FIFTH AMENDMENT TO AGREEMENT BETWEEN CITY OF TEMECULA AND MIKO MOUNTAINLION, INC. MAINTENANCE SERVICES THIS FIFTH AMENDMENT is made and entered into as of May 10, 2016, by and between the City of Temecula, a municipal corporation (hereinafter referred to as "City"), and Miko Mountainlion, Inc., a Corporation (hereinafter referred to as "Contractor"). In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows: 1. This Amendment is made with the respect to the following facts and purposes: a. On June 12, 2012, the City and Contractor entered into that certain Agreement entitled "Agreement for Maintenance Services," in the amount of$300,000. b. On May 14, 2013, the City and Contractor entered into the First Amendment to that certain Agreement entitled "Agreement for Maintenance Services," to add scope of work, extend the term of the agreement to June 30, 2014, increase the payment in the amount of$75,000. C. On May 13, 2014„ the City and Contractor entered into the Second Amendment to that certain Agreement entitled "Agreement for Maintenance Services," to add scope of work, extend the term of the agreement to June 30, 2015, increase the payment in the amount of$100,000. d. On May 12, 2015„ the City and Contractor entered into the Third Amendment to that certain Agreement entitled "Agreement for Maintenance Services," to add scope of work, add the Prevailing Wage and DIR clauses, extend the term of the agreement to June 30, 2015, increase the payment in the amount of $200,000. e. On July 24 , 2015„ the City and Contractor entered into the Fourth Amendment to that certain Agreement entitled "Agreement for Maintenance Services," to change the company name from Ryan Monteleone Excavation to Miko Mountainlion, Inc. f. The parties now desire to extend the term of the agreement to June 30, 2017, increase the payment in the amount of $100,000, and to amend the Agreement as set forth in this Amendment. 2. Section 1 of the Agreement entitled "TERM" is hereby amended to read as follows: This Agreement shall remain and continue in effect until tasks herein are completed, but in no event later than June 30, 2017 unless sooner terminated pursuant to the provisions of this Agreement. 3. Section 3 of the Agreement entitled "PAYMENT" at paragraph "a" is hereby amended to read as follows: 1 The City agrees to pay Contractor monthly, in accordance with the payment rates and schedules and terms set forth in Exhibit B, Payment Rates and Schedule, attached hereto and incorporated herein by this reference as though set forth in full, based upon actual time spent on the above tasks. Any terms in Exhibit B, other than the payment rates and schedule of payment, are null and void. The Fifth Amendment amount shall not exceed One Hundred Thousand Dollars ($100,000), for additional maintenance services for a total Agreement amount of Seven Hundred Seventy Five Thousand Dollars ($775,000). 4. Except for the changes specifically set forth herein, all other terms and conditions of the Agreement shall remain in full force and effect. 2 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written. CITY OF TEMECULA MIKO MOUNTAINLION, INC. (Two Signatures of corporate officers required unless corporate documents authorize only one person to sign the agreement on behalf of the corporation.) By: By: Michael S. Naggar, Mayor Miko Monteleone Jr., President ATTEST: By: By: Randi Johl, City Clerk Miko Monteleone Sr., Vice President APPROVED AS TO FORM: By: Peter M. Thorson, City Attorney CONTRACTOR Miko Mountainlion, Inc. Contact Person: Miko Monteleone Jr. 3015 Mickelson Way Murrieta, CA 92563 Phone Number: (951) 852-5006 PM Initials: Date: L 3 FIRST AMENDMENT TO AGREEMENT BETWEEN CITY OF TEMECULA AND MOORE FENCE COMPANY, INC. FENCING MAINTENANCE SERVICES THIS FIRST AMENDMENT is made and entered into as of May 10, 2016, by and between the City of Temecula, a municipal corporation (hereinafter referred to as "City"), and Moore Fence Company, Inc., a Corporation, (hereinafter referred to as "Contractor"). In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows: 1. This Amendment is made with the respect to the following facts and purposes: a. On June 9, 2015, the City and Contractor entered into that certain Agreement entitled "Agreement for Fencing Maintenance Services," in the amount of$100,000. b. The parties now desire to extend the term of the agreement to June 30, 2017, increase the payment in the amount of$35,000, and to amend the Agreement as set forth in this Amendment. 2. Section 1 of the Agreement entitled "TERM" is hereby amended to read as follows: This Agreement shall remain and continue in effect until tasks herein are completed, but in no event later than June 30, 2017 unless sooner terminated pursuant to the provisions of this Agreement. 3. Section 3 of the Agreement entitled "PAYMENT" at paragraph "a" is hereby amended to read as follows: The City agrees to pay Contractor monthly, in accordance with the payment rates and schedules and terms set forth in Exhibit B, Payment Rates and Schedule, attached hereto and incorporated herein by this reference as though set forth in full, based upon actual time spent on the above tasks. Any terms in Exhibit B, other than the payment rates and schedule of payment, are null and void. The First Amendment amount shall not exceed Thirty Five Thousand Dollars ($35,000), for additional fencing maintenance services for a total Agreement amount of One Hundred Thirty Five Thousand Dollars ($135,000). 4. Except for the changes specifically set forth herein, all other terms and conditions of the Agreement shall remain in full force and effect. 1 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written. CITY OF TEMECULA Moore Fence Company, Inc. (Two Signatures of corporate officers required unless corporate documents authorize only one person to sign the agreement on behalf of the corporation.) By: By: Michael S. Naggar, Mayor Scott Moore, President ATTEST: By: Randi Johl, City Clerk APPROVED AS TO FORM: By: Peter M. Thorson, City Attorney CONTRACTOR Moore Fence Company, Inc. Contact Person: Scott Moore 280 E. First St. Perris, CA 92570 Phone Number: (951) 718-9777 PM Initials: Date: � 2 FIRST AMENDMENT TO AGREEMENT BETWEEN CITY OF TEMECULA AND MY ELECTRICIAN, INC. ELECTRICAL MAINTENANCE SERVICES THIS FIRST AMENDMENT is made and entered into as of May 10, 2016, by and between the City of Temecula, a municipal corporation (hereinafter referred to as "City"), and My Electrician, Inc., a Corporation (hereinafter referred to as "Contractor"). In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows: 1. This Amendment is made with the respect to the following facts and purposes: a. On June 9, 2015, the City and Contractor entered into that certain Agreement entitled "Agreement for Electrical Maintenance Services," in the amount of$75,000. b. The parties now desire to extend the term of the agreement to June 30, 2017, increase the payment in the amount of$75,000, and to amend the Agreement as set forth in this Amendment. 2. Section 1 of the Agreement entitled "TERM" is hereby amended to read as follows: This Agreement shall remain and continue in effect until tasks herein are completed, but in no event later than June 30, 2017 unless sooner terminated pursuant to the provisions of this Agreement. 3. Section 3 of the Agreement entitled "PAYMENT" at paragraph "a" is hereby amended to read as follows: The City agrees to pay Contractor monthly, in accordance with the payment rates and schedules and terms set forth in Exhibit B, Payment Rates and Schedule, attached hereto and incorporated herein by this reference as though set forth in full, based upon actual time spent on the above tasks. Any terms in Exhibit B, other than the payment rates and schedule of payment, are null and void. The First Amendment amount shall not exceed Seventy Five Thousand Dollars ($75,000), for additional electrical maintenance services for a total Agreement amount of One Hundred Fifty Thousand Dollars ($150,000). 4. Except for the changes specifically set forth herein, all other terms and conditions of the Agreement shall remain in full force and effect. 1 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written. CITY OF TEMECULA MY ELECTRICIAN, INC. (Two Signatures of corporate officers required unless corporate documents authorize only one person to sign the agreement on behalf of the corporation.) By: By: Michael S. Naggar, Mayor Brian M. Alston, President ATTEST: By: By: Randi Johl, City Clerk Celia R. Alston, Secretary APPROVED AS TO FORM: By: Peter M. Thorson, City Attorney CONTRACTOR My Electrician, Inc. Contact Person: Brian M. Alston 27315 Jefferson Ave. Suits J-48 Temecula, CA 92590 Phone Number: (800) 342-6885 PM Initials: Date: L 4?W2 FIRST AMENDMENT TO AGREEMENT BETWEEN CITY OF TEMECULA AND PACIFIC HYDROBLASTING, INC. PAINTING MAINTENANCE SERVICES THIS FIRST AMENDMENT is made and entered into as of May 10, 2016, by and between the City of Temecula, a municipal corporation (hereinafter referred to as "City"), and Pacific Hydroblasting, Inc., a Corporation (hereinafter referred to as "Contractor"). In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows: 1. This Amendment is made with the respect to the following facts and purposes: a. On June 9, 2015, the City and Contractor entered into that certain Agreement entitled "Agreement for Painting Maintenance Services," in the amount of$75,000. b. The parties now desire to extend the term of the agreement to June, 30 2017, increase the payment in the amount of $100,000, and to amend the Agreement as set forth in this Amendment. 2. Section 1 of the Agreement entitled "TERM" is hereby amended to read as follows: This Agreement shall remain and continue in effect until tasks herein are completed, but in no event later than June 30, 2017 unless sooner terminated pursuant to the provisions of this Agreement. 3. Section 3 of the Agreement entitled "PAYMENT" at paragraph "a" is hereby amended to read as follows: The City agrees to pay Contractor monthly, in accordance with the payment rates and schedules and terms set forth in Exhibit B, Payment Rates and Schedule, attached hereto and incorporated herein by this reference as though set forth in full, based upon actual time spent on the above tasks. Any terms in Exhibit B, other than the payment rates and schedule of payment, are null and void. The First Amendment amount shall not exceed One Hundred Thousand Dollars ($100,000), for additional painting maintenance services for a total Agreement amount of One Hundred Seventy Five Thousand Dollars ($175,000). 4. Except for the changes specifically set forth herein, all other terms and conditions of the Agreement shall remain in full force and effect. 1 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written. CITY OF TEMECULA PACIFIC HYDROBLASTING, INC. (Two Signatures of corporate officers required unless corporate documents authorize only one person to sign the agreement on behalf of the corporation.) By: By: Michael S. Naggar, Mayor Glen A. Probasco, President/CFO ATTEST: By: By: Rand! Johl, City Clerk APPROVED AS TO FORM: By: Peter M.Thorson, City Attorney CONTRACTOR Pacific Hydroblasting, Inc. Contact Person: Glen A. Probasco 27475 Ynez Rd. Temecula, CA 92591 Phone Number: (951) 514-9258 Fax Number: 957 298-0891 sprobasco@pachb.com PM Initials: Dater 2 SECOND AMENDMENT TO AGREEMENT BETWEEN CITY OF TEMECULA AND THYSSENKRUPP ELEVATOR CORPORATION ELEVATOR MAINTENANCE AND MONITORING SERVICES THIS SECOND AMENDMENT is made and entered into as of May 10, 2016, by and between the City of Temecula, a municipal corporation (hereinafter referred to as "City"), and ThyssenKrupp Elevator Corporation, a Corporation (hereinafter referred to as "Contractor"). In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows: 1. This Amendment is made with the respect to the following facts and purposes: a. On June 10, 2014, the City and Contractor entered into that certain Agreement entitled "Agreement for Elevator Maintenance and Monitoring Services," in the amount of$40,000. b. On May 12, 2015, the City and Contractor entered into the First Amendment to that certain Agreement entitled "Agreement for Elevator Maintenance and Monitoring Services," to extend the term of the agreement to June 30, 2016, increase the payment in the amount of $40,000. C. The parties now desire to add scope of work, extend the term of the agreement to June 30, 2017, increase the payment in the amount of$45,000, and to amend the Agreement as set forth in this Amendment. 2. Section 1 of the Agreement entitled "TERM" is hereby amended to read as follows: This Agreement shall remain and continue in effect until tasks herein are completed, but in no event later than June 30, 2017 unless sooner terminated pursuant to the provisions of this Agreement. 3. Section 3 of the Agreement entitled "PAYMENT" at paragraph "a" is hereby amended to read as follows: The City agrees to pay Contractor monthly, in accordance with the payment rates and schedules and terms set forth in Exhibit B, Payment Rates and Schedule, attached hereto and incorporated herein by this reference as though set forth in full, based upon actual time spent on the above tasks. Any terms in Exhibit B, other than the payment rates and schedule of payment, are null and void. The Second Amendment amount shall not exceed Forty Five Thousand Dollars ($45,000), for additional Elevator Maintenance and Monitoring Services for a total Agreement amount of One Hundred Twenty Five Thousand Dollars ($125,000). 4. Except for the changes specifically set forth herein, all other terms and conditions of the Agreement shall remain in full force and effect. 1 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written. CITY OF TEMECULA THYSSENKRUPP ELEVATOR CORPORATION (Two Signatures of corporate officers required unless corporate documents authorize only one person to sign the agreement on behalf of the corporation.) By: By: Michael S. Naggar, Mayor Bradley Kiehl, Contract Analyst ATTEST: By: By: Randi Johl, City Clerk Katelyn Shepherd, Business Development Manager APPROVED AS TO FORM: By: Peter M. Thorson, City Attorney CONTRACTOR ThyssenKrupp Elevator Corporation Contact Person: Katelyn Shepherd 1601 S. Sunkist St. Suite E Anaheim, CA 92806 Phone Number: (866) 768-8620 PM Initials Date: L 2 FOURTH AMENDMENT TO AGREEMENT BETWEEN CITY OF TEMECULA AND TWM ROOFING, INC. PREVENTIVE ROOF MAINTENANCE SERVICES THIS FOURTH AMENDMENT is made and entered into as of May 10, 2016, by and between the City of Temecula, a municipal corporation (hereinafter referred to as "City"), and TWM Roofing, Inc., a Corporation (hereinafter referred to as "Contractor"). In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows: 1. This Amendment is made with the respect to the following facts and purposes: a. On June 25, 2012, the City and Contractor entered into that certain Agreement entitled "Agreement for Preventive Roof Maintenance Services," in the amount of $62,740. b. On May 14, 2013, the City and Contractor entered into the First Amendment to that certain Agreement entitled "Agreement for Preventive Roof Maintenance Services," to add scope of work, extend the term of the agreement to June 30, 2014, increase the payment in the amount of$62,740. C. On May 13, 2014, the City and Contractor entered into the Second Amendment to that certain Agreement entitled "Agreement for Preventive Roof Maintenance Services," to add scope of work, extend the term of the agreement to June 30, 2015, increase the payment in the amount of$62,740. d. On May 12, 2015, the City and Contractor entered into the Third Amendment to that certain Agreement entitled "Agreement for Preventive Roof Maintenance Services," to add scope of work, add the Prevailing Wage and DIR clauses, extend the term of the agreement to June 30, 2016, increase the payment in the amount of$80,000. e. The parties now desire to extend the term of the agreement to June 30, 2017, increase the payment in the amount of$75,000, and to amend the Agreement as set forth in this Amendment. 2. Section 1 of the Agreement entitled "TERM" is hereby amended to read as follows: This Agreement shall remain and continue in effect until tasks herein are completed, but in no event later than June 30, 2017 unless sooner terminated pursuant to the provisions of this Agreement. 3. Section 3 of the Agreement entitled "PAYMENT" at paragraph "a" is hereby amended to read as follows: 1 The City agrees to pay Contractor monthly, in accordance with the payment rates and schedules and terms set forth in Exhibit B, Payment Rates and Schedule, attached hereto and incorporated herein by this reference as though set forth in full, based upon actual time spent on the above tasks. Any terms in Exhibit B, other than the payment rates and schedule of payment, are null and void. The Fourth Amendment amount shall not exceed Seventy Five Thousand Dollars ($75,000), for additional Preventive Roof Maintenance Services for a total Agreement amount of Three Hundred Forty Three Thousand Two Hundred Twenty Dollars ($343,220). 4. Except for the changes specifically set forth herein, all other terms and conditions of the Agreement shall remain in full force and effect. 2 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written. CITY OF TEMECULA TWM ROOFING, INC. (Two Signatures of corporate officers required unless corporate documents authorize only one person to sign the agreement on behalf of the corporation.) By: By: Michael S. Naggar, Mayor Tom Marshall, President, Secretary & Treasurer ATTEST: By: By: Randi Johl, City Clerk APPROVED AS TO FORM: By: Peter M.Thorson, City Attorney CONTRACTOR TWM Roofing, Inc. Contact Person: Tom Marshall 4257 Diamond Circle Oceanside, CA 92056 Phone Number: 760 731-0777 TWMSienc1978@gmail.com PM Initials o Date: L 3 SECOND AMENDMENT TO AGREEMENT BETWEEN CITY OF TEMECULA AND VN ENTERPRISES, INC. ENGINEERED WOOD PLAYGROUND FIBER IN PARK PLAY AREAS AND GENERAL MULCH IN LANDSCAPE AREAS THIS SECOND AMENDMENT is made and entered into as of May 10, 2016, by and between the City of Temecula, a municipal corporation (hereinafter referred to as "City"), and VN Enterprises, Inc., a Corporation (hereinafter referred to as "Contractor"). In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows: 1. This Amendment is made with the respect to the following facts and purposes: a. On February 24, 2015, the City and Contractor entered into that certain Agreement entitled "Agreement for Engineered Wood Playground Fiber in Park Areas and General Mulch in Landscape Areas," in the amount of$100,000. b. On May 12, 2015, the City and Contractor entered into the First Amendment to that certain Agreement entitled "Agreement for Engineered Wood Playground Fiber in Park Areas and General Mulch in Landscape Areas," to add scope of work, add the Prevailing Wage and DIR clauses, extend the term of the agreement to June 30, 2016, and increase the payment in the amount of$125,000. C. The parties now desire to extend the term of the agreement to June 30, 2017, increase the payment in the amount of$35,000, and to amend the Agreement as set forth in this Amendment. 2. Section 1 of the Agreement entitled "TERM" is hereby amended to read as follows: This Agreement shall remain and continue in effect until tasks herein are completed, but in no event later than June 30, 2017 unless sooner terminated pursuant to the provisions of this Agreement. 3. Section 3 of the Agreement entitled "PAYMENT" at paragraph "a" is hereby amended to read as follows: The City agrees to pay Contractor monthly, in accordance with the payment rates and schedules and terms set forth in Exhibit B, Payment Rates and Schedule, attached hereto and incorporated herein by this reference as though set forth in full, based upon actual time spent on the above tasks. Any terms in Exhibit B, other than the payment rates and schedule of payment, are null and void. The Second Amendment amount shall not exceed Thirty Five Thousand Dollars ($35,000), for additional for engineered wood playground fiber in park areas and general mulch in landscape areas for a total Agreement amount of Two Hundred Sixty Thousand Dollars ($260,000). 4. Except for the changes specifically set forth herein, all other terms and conditions of the Agreement shall remain in full force and effect. 1 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written. CITY OF TEMECULA VN ENTERPRISES, INC. (Two Signatures of corporate officers required unless corporate documents authorize only one person to sign the agreement on behalf of the corporation.) By: By: Michael S. Naggar, Mayor Suzanna Viramontes, President ATTEST: By: By: Randi Johl, City Clerk Kent Norming, CFP/Secretary APPROVED AS TO FORM: By: Peter M. Thorson, City Attorney CONTRACTOR VN Enterprises, Inc. Contact Person: Peggy Ward 5198 Arlington Ave Suite 325 Riverside, CA 92504 Phone Number: (877) 256-9639 Fax Number: (949) 366-3052 peggy@mulch-master.com PM Initials: Date: � 2 FOURTH AMENDMENT TO AGREEMENT BETWEEN CITY OF TEMECULA AND WURM'S JANITORIAL SERVICES, INC. CITY FACILITY JANITORIAL SERVICES THIS FOURTH AMENDMENT is made and entered into as of May 10 2016, by and between the City of Temecula, a municipal corporation (hereinafter referred to as "City"), and Wurm's Janitorial Services, Inc., a Corporation (hereinafter referred to as "Contractor"). In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows: 1. This Amendment is made with the respect to the following facts and purposes: a. On June 12, 2012, the City and Contractor entered into that certain Agreement entitled "Agreement for City Facility Janitorial Services," in the amount of $251,557.37. b. On May 13, 2013, the City and Contractor entered into the First Amendment to that certain Agreement entitled "Agreement for City Facility Janitorial Services," to add scope of work, extend the term of the agreement to June 30, 2014, increase the payment in the amount of $266,772.00. C. On May 13, 2014, the City and Contractor entered into the Second Amendment to that certain Agreement entitled "Agreement for City Facility Janitorial Services," to add scope of work, extend the term of the agreement to June 30, 2015, increase the payment in the amount of $292,710.72 d. On May 12, 2015, the City and Contractor entered into the Third Amendment to that certain Agreement entitled "Agreement for City Facility Janitorial Services," to add scope of work, extend the term of the agreement to June 30, 2016, and increase the payment in the amount of S293,574.72 e. The parties now desire to extend the term of the agreement to June 30, 2017, increase the payment in the amount of $330,000, and to amend the Agreement as set forth in this Amendment. 2. Section 1 of the Agreement entitled "TERM" is hereby amended to read as follows: This Agreement shall remain and continue in effect until tasks herein are completed, but in no event later than June 30, 2017 unless sooner terminated pursuant to the provisions of this Agreement. 3. Section 3 of the Agreement entitled "PAYMENT" at paragraph "a" is hereby amended to read as follows: The City agrees to pay Contractor monthly, in accordance with the payment rates and schedules and terms set forth in Exhibit B, Payment Rates and Schedule, attached hereto and incorporated herein by this reference as though set forth in full, based upon actual time spent on the above tasks. Any terms in Exhibit B, other than the payment rates and schedule of payment, are null 1 and void. The Fourth Amendment amount shall not exceed Three Hundred Thirty Thousand Dollars ($330,000), for additional City Facility Janitorial Services for a total Agreement amount of One Million Four Hundred Thirty Four Thousand Six Hundred Fourteen Dollars and Eighty One Cents ($1,434,614.81). 4. Except for the changes specifically set forth herein, all other terms and conditions of the Agreement shall remain in full force and effect. 2 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written. CITY OF TEMECULA WURM'S JANITORIAL SERVICES, INC. (Two Signatures of corporate officers required unless corporate documents authorize only one person to sign the agreement on behalf of the corporation.) By: By: Michael S. Naggar, Mayor Larry D. Stewart, President ATTEST: By: By: Randi Johl, City Clerk Barbara J. Stewart, Secretary APPROVED AS TO FORM: By: Peter M. Thorson, City Attorney CONTRACTOR Wurm's Janitorial Services, Inc. Contact Person: Larry D. Stewart 554 Bateman Circle Corona, CA 92880 Phone Number: (951) 582-0003 Fax Number: (951) 582-0008 Pres.wurms@sbcglobal.net PM Initials: Date: L w 3 FOURTH AMENDMENT TO AGREEMENT BETWEEN CITY OF TEMECULA AND RENE B. MARTINEZ, SR. d/b/a RENE'S COMMERCIAL MANAGEMENT FUTURE REPAIR, IMPROVEMENT, AND MAINTENACE UPON REAL AND PERSONAL PROPERTY OF THE CITY OF TEMECULA THIS FOURTH AMENDMENT is made and entered into as of May 10, 2106, by and between the City of Temecula, a municipal corporation (hereinafter referred to as "City"), and Rene B. Martinez, Sr. d/b/a/ Rene's Commercial Management, a Corporation (hereinafter referred to as "Contractor"). In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows: 1. This Amendment is made with the respect to the following facts and purposes: a. On June 12, 2012, the City and Contractor entered into that certain Agreement entitled "Agreement for Future Repair, Improvement and Maintenance upon Real and Personal Property of the City of Temecula," in the amount of$200,000. b. On May 14, 2013, the City and Contractor entered into the First Amendment to that certain Agreement entitled "Agreement for Future Repair, Improvement and Maintenance upon Real and Personal Property of the City of Temecula," to add scope of work, extend the term of the agreement to June 30, 2014, increase the payment in the amount of $200,000. C. On May 13, 2014, the City and Contractor entered into the Second Amendment to that certain Agreement entitled "Agreement for Future Repair, Improvement and Maintenance upon Real and Personal Property of the City of Temecula," to add scope of work, extend the term of the agreement to June 30, 2015, increase the payment in the amount of $200,000. d. On May 12, 2015, the City and Contractor entered into the Third Amendment to that certain Agreement entitled "Agreement for Future Repair, Improvement and Maintenance upon Real and Personal Property of the City of Temecula," to add scope of work, add the Prevailing Wage and DIR clauses, extend the term of the agreement to June 30, 2016, increase the payment in the amount of$200,000. e. The parties now desire to extend the term of the agreement to June 30, 2017, increase the payment in the amount of $200,000, and to amend the Agreement as set forth in this Amendment. 2. Section 1 of the Agreement entitled "TERM" is hereby amended to read as follows: This Agreement shall remain and continue in effect until tasks herein are completed, but in no event later than June 30, 2017 unless sooner terminated pursuant to the provisions of this Agreement. 3. Section 3 of the Agreement entitled "PAYMENT" at paragraph "a" is hereby amended to read as follows: 1 The City agrees to pay Contractor monthly, in accordance with the payment rates and schedules and terms set forth in Exhibit B, Payment Rates and Schedule, attached hereto and incorporated herein by this reference as though set forth in full, based upon actual time spent on the above tasks. Any terms in Exhibit B, other than the payment rates and schedule of payment, are null and void. The Fourth Amendment amount shall not exceed Two Hundred Thousand Dollars ($200,000), for additional Future Repair, Improvement and Maintenance upon Real and Personal Property of the City of Temecula," for a total Agreement amount of One Million Dollars ($1,000,000). 4. Except for the changes specifically set forth herein, all other terms and conditions of the Agreement shall remain in full force and effect. 2 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written. CITY OF TEMECULA RENE B. MARTINEZ, SR. d/b/s RENE'S COMMERCIAL MANAGEMENT (Two Signatures of corporate officers required unless corporate documents authorize only one person to sign the agreement on behalf of the corporation.) By: By: Michael S. Naggar, Mayor Rene B. Martinez, Owner ATTEST: By: Randi Johl, City Clerk APPROVED AS TO FORM: By: Peter M. Thorson, City Attorney CONTRACTOR Rene B. Martinez, Sr. d/b/a Rene's Commercial Management Contact Person: Rene B. Martinez Sr. 1002 Luna Way San Jacinto, CA 92583 Phone Number: (951) 487-0247 PM Initials: Date: L w 3 Item No . 8 Approvals City Attorney /411 V1' _ Finance Director City Manager CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Thomas W. Garcia, Director of Public Works/City Engineer DATE: May 10, 2016 SUBJECT: Approve the Third Amendment to the Contract with Pacific Striping, Inc., for Citywide Repainting of Traffic Striping, PW13-04 PREPARED BY: Jerzy Kanigowski, Facility Services Manager RECOMMENDATION: That the City Council: 1. Approve the Third Amendment to the Contract with Pacific Striping, Inc., in the amount of$278,150, for Citywide Repainting of Traffic Striping, PW13-04; 2. Authorize the City Manager to approve additional work not to exceed the contingency amount of $51,850, which is approximately 18.6% of the annual amount. BACKGROUND: On July 23, 2013, the City Council approved a Contract with Pacific Striping, Inc., in the amount of $278,150, to provide for Citywide repainting of traffic striping. The original contract allows for four one-year term extensions through June 30, 2018. Citywide repainting of street striping and pavement markings occurs on two annual occasions that are at approximately six-month intervals. In addition to repainting existing striping and pavement markings, the contract allows for minor modifications, as directed by the City Engineer, including the removal of existing stripes and the placement of new traffic stripes and pavement markings. Staff is satisfied with the performance of Pacific Striping, Inc. and recommends extending the contract. FISCAL IMPACT: The cost to provide Citywide repainting of traffic striping for Fiscal Year 2016-17 is $278,150, plus a contingency, in the amount of $51,850, to address potential extra work. Adequate funds have been requested in the Annual Operating Budget, Measure A Fund, for Fiscal Year 2016-17, within account 170-199-999-5410. ATTACHMENT: Third Amendment with Pacific Striping, Inc. THIRD AMENDMENT TO THE CONTRACT BETWEEN CITY OF TEMECULA AND PACIFIC STRIPING, INC. CITYWIDE REPAINTING OF TRAFFIC STRIPING, PW13-04 THIS THIRD AMENDMENT is made and entered into as of May 10, 2016, by and between the City of Temecula, a municipal corporation (hereinafter referred to as "City"), and Pacific Striping, Inc., a Corporation (hereinafter referred to as "Contractor"). In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows: 1. This Amendment is made with the respect to the following facts and purposes: a. On July 23, 2013, the City and Contractor entered into that certain Contract entitled "Contract for Citywide Repainting of Traffic Striping, PW13-04," in the amount of $278,150. b. On June 24, 2014, the City and Contractor entered into the First Amendment to that certain Contract entitled "Contract for Citywide Repainting of Traffic Striping, PW13-04," to add scope of work, extend the term of the agreement to June 30, 2015, increase the payment in the amount of$278,150. C. On June 23, 2015, the City and Contractor entered into the Second Amendment to that certain Contract entitled "Contract for Citywide Repainting of Traffic Striping, PW13-04," to add scope of work, extend the term of the agreement to June 30, 2016, increase the payment in the amount of$278,150. d. The parties now desire to extend the term of the agreement to June 30, 2017, increase the payment in the amount of $278,150, and to amend the Agreement as set forth in this Amendment. 2. Section 2 of the Agreement entitled "TERM" is hereby amended to read as follows: This Agreement shall remain and continue in effect until tasks herein are completed, but in no event later than June 30, 2017 unless sooner terminated pursuant to the provisions of this Agreement. 3. Section 6 of the Agreement entitled "PAYMENT" at paragraph "a" is hereby amended to read as follows: The City agrees to pay Contractor monthly, in accordance with the payment rates and schedules and terms set forth in Exhibit B, Payment Rates and Schedule, attached hereto and incorporated herein by this reference as though set forth in full, based upon actual time spent on the above tasks. Any terms in Exhibit B, other than the payment rates and schedule of payment, are null and void. The Third Amendment amount shall not exceed Two Hundred Seventy Eight Thousand One Hundred Fifty Dollars ($278,150), for additional Citywide Repainting of Traffic Striping, PW13-04 for a total Agreement amount of One Million One Hundred Twelve Thousand Six Hundred Dollars ($1,112,600). 4. Except for the changes specifically set forth herein, all other terms and conditions of the Agreement shall remain in full force and effect. 1 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written. CITY OF TEMECULA Pacific Striping, Inc. (Two Signatures of corporate officers required unless corporate documents authorize only one person to sign the agreement on behalf of the corporation.) By: By: Michael S. Naggar, Mayor Scott Fisher, President ATTEST: By: By: Randi Johl, City Clerk Greg Fisher, Secretary/Treasurer APPROVED AS TO FORM: By: Peter M. Thorson, City Attorney CONTRACTOR Pacific Striping, Inc. Contact Person: Scott Fisher P.O. Box 1691 Whittier, CA 90609-1691 Phone Number: (562) 945-7805 PM Initials: Date: Le 2 Item No . 9 Approvals City Attorney A� Finance Director City Manager CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Thomas W. Garcia, Director of Public Works/City Engineer DATE: May 10, 2016 SUBJECT: Approve an Agreement with McPeek's Dodge of Anaheim for the Purchase of Five Trucks PREPARED BY: Jerzy Kanigowski, Facility Services Manager RECOMMENDATION: That the City Council approve an Agreement with McPeek's Dodge of Anaheim, in the amount of $104,655, for the purchase of Five 2016 Dodge Ram 1500 5.7L HEMI V-8 Trucks. BACKGROUND: The existing five trucks have reached the end of their service life and have become unreliable; therefore, it is recommended the five trucks be replaced. At the request of the City Manager, the Temecula Community Services Department solicited a request for a vehicle sponsorship from the Temecula Valley Auto Dealers Association; however, no offers of a vehicle sponsorship were received. On March 30, 2016, the Department of Public Works solicited quotes (Request for Quotes No. 032) on the City of Temecula's on-line bid management system, PlanetBids, for the purchase of five new 1/2 ton trucks. Three quotes were received on or before the April 20, 2016 submission deadline. The final rankings are as follows: 1. McPeek's Dodge of Anaheim $104,655.00 2. Reynolds Buick/GMC/Isuzu, Inc. $115,421.91 3. Paradise Chevrolet Cadillac (Local Vendor) $119,986.39 Pursuant to the City's purchasing policy, staff recommends authorization of the purchase of the five 2016 Dodge Ram 1500 trucks from McPeek's Dodge of Anaheim. FISCAL IMPACT: The purchase amount of the vehicles is included in the Vehicles and Equipment Replacement Fund, Account No. 310.1910, for Fiscal Year 2015-16. ATTACHMENT: Agreement AGREEMENT FOR PURCHASE OF VEHICLES BETWEEN CITY OF TEMECULA AND MCPEEK'S DODGE OF ANAHEIM PURCHASE OF FIVE 2016 DODGE RAM 1500 5.7L HEMI V-8 TRUCKS THIS AGREEMENT is made and effective as of May 10, 2016, between the City of Temecula, a municipal corporation (hereinafter referred to as "City"), and McPeek's Dodge of Anaheim (hereinafter referred to as "Vendor"). In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows: 1. TERM This Agreement shall commence on May 10, 2016, and shall remain and continue in effect until tasks described herein are completed, but in no event later than December 30, 2016, unless sooner terminated pursuant to the provisions of this Agreement. 2. PURCHASE AND SALE OF EQUIPMENT On and subject to the terms and conditions set forth in this Agreement and the Agreement Documents, Vendor agrees to sell and deliver to City Five 2016 Dodge Ram 1500 5.7L Hemi V-8 Trucks, as more particularly described in Exhibit A, Description of Vehicles (hereafter"Vehicles"), attached hereto and incorporated herein as though set forth in full. 3. PURCHASE PRICE The Purchase Price which City agrees to pay to Vendor for the Vehicle is One Hundred Four Thousand Six Hundred Fifty-Five Dollars ($104,655). The Purchase Price is final and shall be paid by City to Vendor upon acceptance of the Vehicles. 4. REPRESENTATION AND WARRANTIES OF VENDOR Vendor makes the following representations and warranties to City: a. Authority and Consents. Vendor has the right, power, legal capacity and authority to enter into and perform its obligations under this Agreement. No approvals or consents of any persons are necessary in connection with Vendor's execution, delivery and performance of this Agreement, except for such as have been obtained on or prior to the date hereof. The execution, delivery and performance of this Agreement by Vendor have been duly authorized by all necessary action on the part of Vendor and constitute the legal, valid and binding obligations of Vendor, enforceable against Vendor in accordance with their respective terms. b. Title, License and Operating Condition. Vendor has good and marketable title to all of the Vehicles. All of the Vehicles are free and clear of any restrictions on or conditions to transfer or assignment, and City will acquire absolute title to all of the Vehicles free and clear of mortgages, liens, pledges, charges, encumbrances, equities, claims, covenants, conditions and restrictions except for such as may be created or granted by City. All of the Vehicles are in good operating condition, are free of any defects, and are in conformity with the 1 specifications, descriptions, representations and warranties set forth in the Agreement Documents. Vendor is aware that City is purchasing the Vehicles for use as day to day maintenance operations purpose, and that City is relying on the warranties of the Vendor that the Vehicles are fit for this purpose and the ordinary purposes for which the Vehicles are normally used. C. Full Disclosure. None of the representations and warranties made by Vendor in this Agreement contains or will contain any untrue statements of a material fact, or omits to state a material fact necessary to make the statements made, in light of the circumstances under which they were made, not misleading. 5. TIME OF DELIVERY The date and time of delivery of the Vehicles shall be within 60 to 120 days upon receipt of the purchase order. 6. PLACE OF DELIVERY The Vehicles shall be delivered to the following location: City of Temecula Field Operations Center (FOC) Contact Person: Jerzy Kanigowski 43230 Business Park Drive Temecula, CA 92590 7. TITLE AND RISK OF LOSS Title to and the risk of loss, damage and destruction of the Vehicles shall remain with the Vendor until after inspection and acceptance of the Vehicles by City. 8. INSPECTION AND ACCEPTANCE City shall inspect the Vehicles at the time and place of delivery. Such inspection may include reasonable tests and use of the Vehicles by City. If, in the determination of City, the Vehicles fail to conform to the Agreement IN ANY MANNER OR RESPECT, City shall so notify Vendor within ten (10) days of delivery of the Vehicles to City. Failing such notice, the Vehicles shall be deemed accepted by City as of the date of receipt. 9. REJECTION In the event of such notice of non-conformity by City pursuant to the section entitled "Inspection and Acceptance" above, City may, at its option: (1) reject the whole of the Vehicles; (2) accept the whole of the Vehicles; or, (3) accept any commercial unit or units of the Vehicles and reject the remainder. The exercise of any of the above options shall be "without prejudice" and with full reservation of any rights and remedies of City attendant upon a breach. In the event of such notice and election by City, City agrees to comply with all reasonable instructions of Vendor and, in the event that expenses are incurred by City in following such instructions, Vendor shall indemnify City in full for such expenses. 2 10. NO REPLACEMENTS OF CURE This Agreement calls for strict compliance. Vendor expressly agrees that both the Software tendered and the tender itself will conform fully to the terms and conditions of the Agreement on the original tender. In the event of rejection by City of the whole of the Software or any part thereof pursuant to the section entitled "Rejection" above, City may, but is not required to, accept any substitute performance from Vendor or engage in subsequent efforts to affect a cure of the original tender by Vendor. 11. INDEMNIFICATION Vendor agrees to defend, indemnify, protect, and hold harmless, the City of Temecula, Temecula Community Services District, and/or the Successor Agency to the Temecula Redevelopment Agency, and its officers, officials, employees, agents, and volunteers, from and against any and all claims, demands, losses, defense costs or expenses, actions, liability or damages of any kind and nature which the City of Temecula, Temecula Community Services District, and/or the Successor Agency to the Temecula Redevelopment Agency, its officers, agents, employees, and volunteers may sustain or incur or which may be imposed upon them for injury to or death of persons, or damage to property arising out of Vendor's negligent or wrongful acts or omissions arising out of or in any way related to the Work or the Vendor's performance or non-performance of this Agreement, excepting only liability out of the sole negligence of the City of Temecula, Temecula Community Services District, and/or the Successor Agency to the Temecula Redevelopment Agency. 12. AGREEMENT DOCUMENTS a. This Agreement includes the following documents, which are by this reference incorporated herein and made a part hereof: • Description of Vehicles and Specifications (from RFQ No. 032), attached hereto as Exhibit A • Price Schedule/Quotation (in response to RFQ No. 032), attached hereto as Exhibit B b. In the event any term or condition of the Agreement Documents conflicts with or is contradictory to any term or condition of the Agreement, the terms and conditions of this Agreement are controlling. C. In the event of a conflict in terms between this Agreement, the Request for Quote (RFQ) and/or the Vendor's response to the RFQ, this Agreement shall prevail over the RFQ and the Vendor's response to the RFQ. 13. REMEDIES The remedies and rights conferred on the City by this Agreement are in addition to and cumulative with all other remedies and rights accorded the City under law or equity. 14. SURVIVAL OF RERESENTATIONS AND WARRANTIES All representations, warranties, covenants and agreements of the parties contained in this Agreement shall survive the execution, delivery and performance of this Agreement. 3 15. LEGAL RESPONSIBILITIES The Vendor shall keep itself informed of State and Federal laws and regulations which in any manner affect those employed by it or in any way affect the performance of its service pursuant to this Agreement. The Vendor shall at all times observe and comply with all such laws and regulations. The City, and its officers and employees, shall not be liable at law or in equity occasioned by failure of the Vendor to comply with this section. 16. ASSIGNMENT The Vendor shall not assign the performance of this Agreement, nor any part thereof, nor any monies due hereunder, without prior written consent of the City. This Agreement shall be binding on, and shall inure to the benefit of, the parties to it and their respective heirs, legal representatives, successors and assigns. Upon termination of the Agreement, Vendor's sole compensation shall be payment for actual equipment received. 17. SEVERABILITY If any provision of this Agreement is held invalid or unenforceable by any court of final jurisdiction, it is the intent of the parties that all other provisions of this Agreement be construed to remain fully valid, enforceable, and binding on the parties. 18. PROHIBITED INTEREST No officer, or employee of the City of Temecula that has participated in the development of this Agreement or its approval shall have any financial interest, direct or indirect, in this Agreement, the proceeds thereof, the Vendor, or Vendor's subcontractors for this project, during his/her tenure or for one year thereafter. The Vendor hereby warrants and represents to the City that no officer or employee of the City of Temecula that has participated in the development of this agreement or its approval has any interest, whether contractual, non-contractual, financial or otherwise, in this transaction, the proceeds thereof or in the business of the Vendor or Vendor's subcontractors on this project. Vendor further agrees to notify the City in the event any such interest is discovered whether or not such interest is prohibited by law or this Agreement. 19. ENTIRE AGREEMENT; MODIFICATION; WAIVER This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof and thereof and supersedes all prior and contemporaneous agreements, representations and understandings of the parties, whether oral or written. No supplement, modification or amendment of this Agreement or the Agreement Documents shall be binding unless executed in writing by all the parties. No waiver of any of the provisions of this Agreement or the Agreement Documents shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver. 20. NOTICES Any notices which either party may desire to give to the other party under this Agreement must be in writing and may be given either by (i) personal service, (ii) delivery by a reputable document delivery service, such as but not limited to, Federal Express, that provides 4 a receipt showing date and time of delivery, or (iii) mailing in the United States Mail, certified mail, postage prepaid, return receipt requested, addressed to the address of the party as set forth below or at any other address as that party may later designate by Notice. Notice shall be effective upon delivery to the addresses specified below or on the third business day following deposit with the document delivery service or United States Mail as provided above. Mailing Address: City of Temecula Attn: City Manager 41000 Main Street Temecula, CA 92590 To Consultant: McPeek's Dodge of Anaheim Contact Person: Roger Boyle 1221 S. Auto Center Drive Anaheim, CA 92806 21. EFFECTS OF HEADINGS The subject headings of the sections and subsections of this Agreement are included for convenience only and shall not affect or be considered in the construction or interpretation of any of its provisions. 22. GOVERNING LAW This Agreement shall be construed in accordance with, and governed by, the laws of the State of California as applied to contracts that are executed and performed entirely in California. The City and Vendor understand and agree that the laws of the State of California shall govern the rights, obligations, duties, and liabilities of the parties to this Agreement and also govern the interpretation of this Agreement. Any litigation concerning this Agreement shall take place in the municipal, superior, or federal district court with geographic jurisdiction over the City of Temecula. In the event such litigation is filed by one party against the other to enforce its rights under this Agreement, the prevailing party, as determined by the court's judgment, shall be entitled to reasonable attorney fees and litigation expenses for the relief granted. 23. AUTHORITY TO EXECUTE THIS AGREEMENT The person or persons executing this Agreement on behalf of the Vendor warrants and represents that he or she has the authority to execute this Agreement on behalf of the Vendor and has the authority to bind the Vendor to the performance of its obligation hereunder. The City Manager is authorized to enter into an amendment on behalf of the City to make the following non-substantive modifications to the agreement: (a) name changes; (b) extension of time; (c) non-monetary changes in scope of work; (d) agreement termination. 5 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written. CITY OF TEMECULA McPeek's Dodge of Anaheim (Two Signatures of corporate officers required unless corporate documents authorize only one person to sign the agreement on behalf of the corporation.) By: By: Michael S. Naggar, Mayor Stewart Benjamin, General Manager ATTEST: By: By: Randi Johl, City Clerk Kevin Buzzard, Fleet Director APPROVED AS TO FORM: By: Peter M. Thorson, City Attorney VENDOR McPeek's Dodge of Anaheim Contact Person: Roger Boyle 1221 S. Auto Center Drive Anaheim, CA 92806 Phone Number: (714) 254-2615 Fax Number: (714) 254-2614 rogerb@mcpeekdodge.com Initials Da Date: 6 EXHIBIT A TO AGREEMENT DESCRIPTION OF VEHICLES and SPECIFICATIONS DESCRIPTION OF VEHICLES • Four Vehicles Group III (Full Size) • One Vehicle Group IV(Full Size) • Towing Package for Group IV • 4.1 General Requirements: Include Bluetooth for Group III and IV 8 STATE OF CALIFORNIA I DIGSTRUCK, SPECIFICATION 2320-1343 TRUCK,PICKUP BODY,4X2 14X4,UNDER 10,000 LB. I SCOPE This specification covers the State of California minimum requirements for two-wheel and part time four-wheel drive pickup trucks and cab and chassis models having a Gross Vehicle Weight Rating (GVWR) less than 10,000-lbs. These vehictes will be primarily used to transport people and cargo in the State of California on typicat State highways and city/county roads and shall be designed to operate under typical ambient temperatures and weather conditions encountered in the Stale. 2 CLASSIFICATION Pickup trucks shall be grouped as follows: Table values for Groups I–VII specify pickup trucks equipped with a regular cab, and bed. All pickup beds shall be the straight-side style.Vehicles offered must meet or exceed these table values as established by group. Group I Group 11 Group III Group IV Group V 4x2 Mini Mini Full Size Full Size Full Size Wheelbase 108" 108" 119" 130" 130" Engine Horsepower N/A 200 HP NIA N/A 260 HP #Cylinders 4 max 5 8 8 8 GVWR 3,500 Ib 4,500 Ib 6,000 Ib 6,400 Ib 8.500 lb 5' -6. 6'-7' 5%,-6%, 81-81W 8'-8'/2' Bed Length(min–max) 5'min(crew 5'min(crew cab only) cab only) Group VI Group VII 4x4 Full Size Full Size!) Wheelbase 119" 130" Engine Horsepower N/A 260 HP #Cylinders 8 8 GVWR 6,000 Ib. 8,500 Ib. Bed Length min–max) 6'-61/2' 81-81W 3 SPECIFICATIONS AND STANDARDS Specifications and standards referenced in this document in effect on the opening of the Request for Proposal form a part of this specification where referenced. Each vehicle delivered shall be fully compliant with all Federal and State regulations for pickup trucks in effect as of the date of manufacture. 3.1 SAFETY: Each vehicle delivered shall conform to the Federal Motor Vehicle Safety Standards(FMVSS) and the California Vehicle Code(CVC)requirements for pickup trucks in effect as of the date of manufacture. 3.2 EMISSION CONTROL: The engine shall be California Air Resource Board(CARB)certified to operate on- highway in the State of California at the time of manufacture. Any motor vehicle rated at 8,500 pounds GVWR or less which has a vehicle curb weight of 6,000 pounds or less shall meet or exceed California's Ultra-Low Emission Vehicle II(ULEV 11)standards for exhaust emissions(13 Cal.Code Reg$.1961). 4 REQUIREMENTS 4.1 GENERAL REQUIREMENTS: Each vehicle Shall be new(unused),current production or as specified at the Request for Proposal line item description. Each vehicle shall be supplied with all equipment and accessories indicated as standard equipment in the manufacturer's published literature unless specifically deleted as stated in this specification or Request for Proposal. Optional equipment necessary to meet the minimum requirements of this specification shall be installed. WRISTON,M. PAGE 1OF3 — filfi/iQ 1-11-23-20 TRUCK,PICKUP BODY,4x2 14x4.UNDER 10.000 LB. 9 2320-1343 Navigation systems,satellite radio systems,and entertainment/communicationlcell phone systems offered as standard equipment by the manufacturer are not required and may be deleted(e.g.Onstar). 4.2 ENGINE:The engine shall be designed to operate on regular(87 octane)gasoline. Vehicles with a GVWR of 8,500-Ib.or more(groups V&VII)may be ordered with the manufacturer's optional diesel fueled engine in lieu of the gasoline fueled engine specified. The diesel fueled engine option will be specified on the purchase order. 4.3 COOLING:The cooling system shall be a liquid pressurized,forced circulation type. A coolant recovery system shall be furnished. The cooling systems shall provide protection from ambient temperatures ranging from O'F to 120°F. 4.4 ELECTRICAL EQUIPMENT: Each vehicle shall be equipped with a 12-volt electrical operating system designed to handle the load requirements of the vehicle equipped with the specified options. 4.5 TRANSMIssioNIDRIVELINE: Each vehicle shall be equipped with the manufacturer's standard automatic- overdrive transmission and shall include the manufacturer's standard transmission Cooler. Vehicles requiring a four-wheel-drive(4x4)configuration shall be specified at the RFP line item description. Four-wheel-drive models shall be equipped with manual or automatic locking front wheel hubs and a part time transfer case with manual or automatic engagement to provide power transfer to the front and rear wheels. The transfer case shall be the two-speed,hi-low type. 4.6 STEERING: Each vehicle shall be equipped with the manufacturer's standard power assisted steering. 4.7 BRAKES: Each vehicle shall be equipped with the manufacturer's standard power assisted service brakes with a four-wheel,electronic controlled,anti lock brake system(ABS). 4.8 WHEELslTIRES: Each vehicle shall be equipped with the OEM's standard tubeless type radial tires mounted on OEM approved rims. Tires shall be the OEM's recommended tread design for the type of vehicle ordered. As a minimum,all tires shall be the all-season tread design and labeled for Mud and Snow(M/S) service All"on ground"tires and wheels shall be identical(i.e,no cross brands or models). Each vehicle shall be equipped with a full-size spare tire and wheel mounted and secured on a production-type carrier. Vehicles ordered as a cab and chassis configuration shalt include a full-size spare tire and wheel mounted and secured on a production type carrier. Wheel weights shall contain no more than 0.1 percent lead by weight(Health and Safety Code Section 25216.6). Rear tire clearance shall be adequate for normal operation of the vehicle when loaded to capacity and equipped with winter anti-skid chains or cables. Vehicles ordered in a four-wheel-drive configuration do not require rear tire anti-skid chain or cable clearance. 4.8 AxLESISPRINGS/FRAME:As required for vehicle GVWR. Front and rear axle ratings shall be provided to the ordering agency upon request. 4.10 TRAILER-TOWING PACKAGE OPTION:A trailer-towing package may be ordered by the agency for pickups in Groups III,IV,V,VI,and VII. Vehicles equipped with a trailer-towing package shall include a frame mounted,2-inch receiver type hitch and a 7-wire,trailer electrical harness. The hitch shall be rated as a SAE class III hitch. A receiver insert,ball,and trailer electrical plug are not required. If the vehicle is equipped with a trailer-towing package,the vehicle shall be equipped with the maximum cooling system available from the manufacturer and an auxiliary air to oil transmission cooler. 4,11 FOUR WHEEL DRIVE EQUIPMENT:Vehicle line items bid in a four-wheel-drive configuration shall be equipped with the manufacturer's standard(or optional)front tow hooks,limited slip rear differential and maximum skid plate package available. Mini trucks do not require front tow hooks. 4.12 AIR CONDITIONING: Each vehicle shall be equipped with the manufacturer's standard,factory installed,CFC free,dehumidifying/all weather air-conditioner. 4.13 BODYJCA13: The vehicle shall be the pickup straight-side type with an enclosed steel cab. All pickup boxes shall be double-wall construction. Each vehicle shall be equipped with the manufacturer's standard front bumper and the manufacturer's standard rear step-type bumper. WRISTON,M. PAGE 2 OF 3 6!6110 1-11-23-20 TRUCK,PICKUP BODY,4x2 14x4.UNDER 10.000 LB. 10 EXHIBIT B TO AGREEMENT PRICE SCHEDULE 11 CITY OF TEMECULA, DEPARTMENT OF PUBLIC WORKS PRICE SCHEDULE for �} p -ISI, :T RFQ NO. 32r-VEHICLE PURCHASE VENDOR: l�� t S �Cv�C ANm4tlm ADDRESS: ,22) A g2gcG- PHONE/FAX or EMAIL: 1(��ZS 4-261"` l J1 Tj254"2614(fAl_� Zzw AUTHORIZED REPRESENTATIVE: Y' SIGNATURE: MAKE: MODEL: i Q0 Ifl,DL9WA'-► YEAR: 2-01LP COLOR: +� 'te X N LIT 44e 2- 14 SINGLE TRUCK PURCHASE PRICE: TRUCK 1 STANDARD BED: $ 2,_ TRUCK 2 STANDARD BED: $ 2 c' TRUCK 3 STANDARD BED: $ ZV oC TRUCK 4 STANDARD BED: $ 1 I 1 0� TRUCK 5 LONG BED: $ Z,0 11 v0 ++ TOTAL PRICE FOR FIVE TRUCKS $ 10 THE VENDOR WILL PROVIDE %DISCOUNT IF THE CITY PURCHASES ALL FOUR (4)VEHICLES FROM ONE VENDOR. COSTS STATED WITHIN THE UNIT SALES PRICE ARE ALL-INCLUSIVE FOR SPECIFICATIONS LISTED. SIGNING THIS PROPOSAL GUARANTEES DELIVERY WITHIN 60-120 DAYS OF RECEIPT OF PURCHASE ORDER. 12 Item No . 10 Approvals City Attorney Finance Director City Manager CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Thomas W. Garcia, Director of Public Works/City Engineer DATE: May 10, 2016 SUBJECT: Receive and File Temporary Street Closure for 2016 Summerfest Events PREPARED BY: Mayra De La Torre, Senior Engineer Steve Charette, Associate Engineer RECOMMENDATION: That the City Council receive and file the following proposed action by the City Manager: Temporarily close certain streets for the following 2016 Summerfest Events: TEMECULA ART & STREET PAINTING FESTIVAL ROCK SYMPHONY 4T" OF JULY PARADE 4T" OF JULY FIREWORKS SHOW BACKGROUND: Four special events scheduled for June and July 2016 necessitate the physical closure of all or portions of certain streets within the Old Town area and also portions of Margarita Road and Pauba Road (i.e., fireworks display). The closures are necessary to facilitate the events and protect participants and viewers. The four events and the associated street closures are as follows: 1) TEMECULA ART & STREET PAINTING FESTIVAL—June 10th, 11th, and 12th The Temecula Art & Street Painting Festival will be held June 10th, 11th, and 12th, at the Town Square with street closures scheduled as follows: Main Street 5:00 p.m. on Thursday, June 9th from the easterly driveway edge of 28636 Old to Town Front Street at Rosa's Cantina to 8:00 p.m. on Sunday, June 12th Mercedes Street Mercedes Street 5:00 p.m. on Thursday, June 9th between Fourth Street and Third Street to 8:00 p.m. on Sunday, June 12tH The street closure location for the Temecula Art & Street Painting Festival event is shown on Exhibit "A" attached hereto. 2) ROCK SYMPHONY—June 18th The Rock Symphony event will be held Saturday, June 18th at the Town Square. Street closures are scheduled as follows: Main Street 3:00 p.m. to 11:00 p.m. from the easterly driveway edge of 28636 Old on Town Front Street at Rosa's Cantina to Saturday, June 18th Mercedes Street Mercedes Street 3:00 p.m. to 11:00 p.m. between Fourth Street and Third Street on Saturday, June 18th The street closure location for the Rock Symphony event is shown on Exhibit "B" attached hereto. 3) 4th of JULY PARADE —July 4th The annual City-Sponsored 4th of July Parade event requires the closure of entire streets and portions of streets in the Old Town area on July 4, 2016, from approximately 6:00 a.m. until 12:00 p.m. The actual parade hours this year are from 10:00 a.m. to approximately 11:15 a. m. However, staging for the parade will begin at 6:00 a.m. at the Stampeded Restaurant parking lot and Second Street. The Police Department will determine exact hours of street closures. Also, no parking will be allowed on these subject streets from 6:00 a.m. until 12:00 p.m. Northbound and southbound traffic will be detoured via Pujol Street around the event, and all streets will be opened to traffic by 12:00 p.m. The City parking garage on Mercedes Street will be accessible from the north during the event. Access to the garage from the south will be closed between 6:00 a.m. to 12:00 p.m. The 4th of July Parade will be held in Old Town with street closures scheduled as follows: Old Town Front Street 6:00 a.m. to 12:00 p.m. between Second Street and Third Street Old Town Front Street 6:00 a.m. to 9:00 a.m. from Moreno Road (S) to Third Street (northbound closure only) Old Town Front Street 9:00 a.m. to 12:00 p.m. from Moreno Road (S) to Second Street Moreno Road 10:00 a.m. to 12:00 p.m. Mercedes Street 9:45 a.m. to 12:00 p.m. From Moreno Road to Second Street (southbound closure only) Second Street 6:00 a.m. to 12:00 p.m. Third Street 9:00 a.m. to 12:00 p.m. Main Street 9:00 a.m. to 12:00 p.m. Fourth Street 7:00 a.m. to 12:00 p.m. East of Old Town Front Street Fourth Street 9:00 a.m. to 12:00 p.m. East of Old Town Front Street Fifth Street 9:00 a.m. to 12:00 p.m. Sixth Street 9:00 a.m. to 12:00 p.m. Street closures for the 4th of July are shown on Exhibit `C' attached hereto. 4) 4th of JULY FIREWORKS SHOW—July 4th The annual City-sponsored 4th of July Fireworks Show requires the closure of Margarita Road between Rancho Vista Road and Pauba Road and also Pauba Road between Margarita Road and Showalter Road, including abutting streets. Residents living within the closure area will be allowed access to their homes. The 4th of July Fireworks Show street closures are scheduled as follows: Pauba Road 8:00 a.m. to 12:00 a.m. from Margarita Road to Showalter Road Calle Venture 8:00 a.m. to 12:00 a.m. Calle Camellia 8:00 a.m. to 12:00 a.m. Margarita Road 7:00 p.m. to 10:00 p.m. between Rancho Vista Road and Pauba Road Street closures for the 4th of July Fireworks Show are shown on Exhibit `D' attached hereto. Street closures are allowed by the California Vehicle Code upon approval by the local governing body for certain conditions. Under Vehicle Code Section 21101, "Regulation of Highways," local authorities, for those highways under their jurisdiction, may adopt rules and regulations by ordinance or resolution for, among other instances, "temporary closing a portion of any street for celebrations, parades, local special events, and other purposes, when, in the opinion of local authorities having jurisdiction, the closing is necessary for the safety and protection of persons who are to use that portion of the street during the temporary closing." Chapter 12.12 of the Temecula Municipal Code, Parades and Special Events, provides standards and procedures for special events on public streets, highways, sidewalks, or public right of way and authorizes the City Council or City Manager to temporarily close streets, or portions of streets, for these events. FISCAL IMPACT: The costs of police services, as well as services provided by the City Public Works Maintenance Division (for providing, placing and retrieving of necessary warning and advisory devices), are appropriately budgeted within the City's operating budget. ATTACHMENTS: 1. Exhibit `A' — Temecula Art & Street Painting Festival Street Closure 2 Exhibit `B' — Rock Symphony Street Closure 3. Exhibit `C' —4th of July Parade Street Closure 3. Exhibit `D' —4th of July Fire Works Show Street Closure C, 15 CD s �� 4 co �l LP TEMECULA ART & STREET PA/NT/NG FES T/VAL (MA IN STREET AND MERCEDES STREET) THURSDA Y, JUNE 9 THY 2016 TO LEGEND SUNDA Y, JUNE 12TH, 2016 STREET CLOSURE BARRICADE EXH/Bl T 'A ' ��5•�. 'nCF�� f5 L) s co AFF ROCK SYMPHONY (MA IN STREET AND MERCEDES STREET) SATURDAY, JUNE l8TH, 20/6 LEGEND STREET CLOSURE BARRICADE EXHIBIT 'B' 4TH OF JULY PARADE w U civic CENTER z _ r MERCEDES ST y O vFi m f� U3 PO H Rodeway FRONS n w � w H V1 Inn 1,L]N I SH — — — — 4 — START Stampede Old Town 'greater =� STAGING �� Children's Museum Z b� 2 RU H x H PUJOL ST Legend 4 Parade Route Judging 13 Announcer P� Staging Parking „ Public ■.® Restrooms De-staging Equestrian Staging Portable 9wei Restrooms EXHIBIT `C' 4th of July Fireworks Show r RANCH PAUBAAa R rti � � � m o M m D � 3 77 C m a D lay RPAO I STREET CLOSURES VICINITY MAP NOT TO SCALE STREET CLOSURE EXHIBIT V TEMECULA COMMUNITY SERVICES DISTRICT CONSENT CALENDAR Item No . 11 ACTION MINUTES April 26, 2016 City Council Chambers, 41000 Main Street, Temecula, California TEMECULA COMMUNITY SERVICES DISTRICT MEETING The Temecula Community Services District meeting convened at 7:50 PM CALL TO ORDER: President Jeff Comerchero ROLL CALL: DIRECTORS: Edwards, McCracken, Naggar, Rahn, Comerchero CSD PUBLIC COMMENTS (None) CSD CONSENT CALENDAR 7 Approve the Action Minutes of April 12, 2016 - Approved Staff Recommendation (5-0) Director Naggar made the motion; it was seconded by Director Edwards; and electronic vote reflected approval by Directors Edwards, McCracken, Naggar, Rahn and Comerchero. RECOMMENDATION: 7.1 That the Board of Directors approve the action minutes of April 12, 2016. 8 Approve an Agreement with Sherry Berry Music for Concession Services at the Old Town Temecula Community Theater - Approved Staff Recommendation (5-0) Director Naggar made the motion; it was seconded by Director Edwards; and electronic vote reflected approval by Directors Edwards, McCracken, Naggar, Rahn and Comerchero. RECOMMENDATION: 8.1 That the Board of Directors approve a three (3) year Agreement with Sherry Berry Music to provide concession services at the Old Town Temecula Community Theater, with the City's ability to extend the agreement for two (2) additional years. CSD DIRECTOR OF COMMUNITY SERVICES REPORT CSD GENERAL MANAGER REPORT CSD BOARD OF DIRECTORS REPORTS CSD Action Minutes 042616 1 CSD ADJOURNMENT At 7:52 PM, the Community Services District meeting was formally adjourned to Tuesday, May 10, 2016, 2016, at 5:30 PM, for a Closed Session, with regular session commencing at 7:00 PM, City Council Chambers, 41000 Main Street, Temecula, California. Jeff Comerchero, TCSD President ATTEST: Randi Johl, Secretary [SEAL] CSD Action Minutes 042616 2 Item No . 12 Approvals City Attorney Finance Director City Manager TEMECULA COMMUNITY SERVICES DISTRICT AGENDA REPORT TO: General Manager/Board of Directors FROM: Kevin Hawkins, Director of Community Services DATE: May 10, 2016 SUBJECT: Approve the Second Amendment to the Agreement with Greg and Lauren Stiles dba The Shortstop for Food and Beverage Sales at the Patricia H. Birdsall Sports Park PREPARED BY: James Willcox, Recreation Supervisor RECOMMENDATION: That the Board of Directors approve the Second Amendment to the Agreement with Greg and Lauren Stiles dba The Shortstop for Concession Services at Patricia H. Birdsall Sports Park for Fiscal Year 2016-17. BACKGROUND: On July 10, 2012 the TCSD approved a concession agreement with Greg and Lauren Stiles dba the Shortstop for concessionaire services at Patricia H. Birdsall Sports Park located at 32380 Deer Hollow Way, offering a variety of healthy and traditional breakfast and lunch items, snacks, desserts and drinks for purchase at reasonable prices. Birdsall Sports Park is one of the highest-volume public amenities. The Shortstop serves between 50,000-100,000 visitors per month through adult and youth sporting events, field rentals, after school visitors and active outdoor recreational opportunities. In addition, this agreement is a source of revenue for the Sports Division of TCSD, and the Stiles have made timely quarterly payments equal to 10.5% of gross receipts since the inception of the agreement. FISCAL IMPACT: The Shortstop provides quarterly payments averaging $15,375 per year. ATTACHMENTS: Second Amendment SECOND AMENDMENT TO AGREEMENT BETWEEN TEMECULA COMMUNITY SERVICES DISTRICT AND GREG AND LAUREN STILES dba THE SHORTSTOP FOOD AND BEVERAGE SALES FOR THE PATRICIA H. BIRDSALL SPORTS PARK THIS SECOND AMENDMENT is made and entered into as of May 10, 2016 by and between the Temecula Community Services District, a community services district (hereinafter referred to as "District'), and Greg and Lauren Stiles dba The Shortstop, (hereinafter referred to as "Concessionaire"). In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows: 1. This Amendment is made with the respect to the following facts and purposes: a. On July 10, 2012, the District and Concessionaire entered into that certain Agreement entitled "Agreement for Food and Beverage Sales for the Patricia H. Birdsall Sports Park," between Temecula Community Services District and Greg and Lauren Stiles dba The Shortstop for the Patricia H. Birdsall Sports Park. b. On October 13, 2015, the District and Concessionaire entered into the First Amendment to that certain Agreement entitled "Agreement for Food and Beverage Sales for the Patricia H. Birdsall Sports Park," to extend the term of the agreement to June 30, 2016. C. The parties now desire to extend the term of the agreement to June 30, 2017, and to amend the Agreement as set forth in this Amendment. 2. Section 6 of the Agreement entitled "TERM" is hereby amended to read as follows: "This Agreement shall remain and continue in effect until tasks herein are completed, but in no event later than June 30, 2017 unless sooner terminated pursuant to the provisions of this Agreement. 3. Except for the changes specifically set forth herein, all other terms and conditions of the Agreement shall remain in full force and effect. 1 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written. TEMECULA COMMUNITY SERVICES GREG AND LAUREN STILES dba THE DISTRICT SHORTSTOP (Two Signatures of corporate officers required unless corporate documents authorize only one person to sign the agreement on behalf of the corporatlon.) By: By: Jeff Comerchero, TCSD President Greg Stiles, Owner ATTEST: By: By: Randi Johl, Secretary Lauren Stiles, Owner APPROVED AS TO FORM: By: Peter M. Thorson, General CONCESSIONAIRE Counsel The Shortstop Greg and Lauren Stiles 43523 Modena Drive Temecula, CA 92592 (951) 314-6259 Greg Stiles (951) 541-6750 Lauren Stiles stileslauren hotmail.com PM Initials Date: L 2 Item No . 13 Approvals City Attorney Finance Director City Manager TEMECULA COMMUNITY SERVICES DISTRICT AGENDA REPORT TO: General Manager/Board of Directors FROM: Luke Watson, Director of Community Development DATE: May 10, 2016 SUBJECT: Authorize the Purchase of Recycling Receptacles from Quick Crete Products Corporation for City Parks PREPARED BY: Dale West, Associate Planner Jerzy Kanigowski, Facility Services Manager RECOMMENDATION: That the Board of Directors authorize the purchase of 73 concrete cast recycling receptacles from Quick Crete Products Corporation, in the amount of $58,420.45, including applicable tax and shipping charges, for City parks. BACKGROUND: Pursuant to Public Resources Code section 14581(a)(3)(A) of the California Beverage Container Recycling and Litter Reduction Act, the Department of Resources Recycling and Recovery (CalRecycle) makes grants funds available to cities and counties on an annual basis through the City County Payment Program. The funds are generated from the California Refund Value (CRV) for aluminum, glass, and plastic beverage container deposits. These funds are also designated specifically for beverage container recycling and litter cleanup activities. The City provides recycling opportunities at City parks; however the existing infrastructure needed to support recycling is aging or insufficient to adequately support the State's objective of reaching and maintaining an 80 percent recycling rate for all California Refund Value beverage containers. To encourage beverage container recycling at City parks, staff is proposing to purchase like recycling receptacles with grant funds received from CalRecycle. Staff recommends authorization of the purchase of the recycling receptacles from Quick Crete Products Corporation. The concrete cast recycling receptacles is a sole source product, manufactured, sold and distributed exclusively by Quick Crate Products Corporation. No other company makes a similar or competing product. This product must be purchased directly from Quick Crate Products Corporation. There are no agents or dealers authorize to represent this product. FISCAL IMPACT: There are sufficient funds in the FY 2015-16 Service Level D Budget. This expenditure will be completely offset by $58,420.45 in grant funds (Department of Resources Recycling and Recovery City County Payment Program). ATTACHMENTS: Quick Crete Products Corporation Price Quotation Price Quotation QCP Quote No 0126227 Quick Crete Products Corp. Quote Date 1/14/2016 _� rstabissned�s�s SOLD TO:01-COTEMEC SHIP TO:0044 CITY OF TEMECULA CITY OF TEMECULA CITY YARD ATTN:ACCOUNTS PAYABLE ADDRESS P.O.BOX 9033 TEMECULA,CA 92589-9033 43200 BUSINESS DRIVE TEMECULA,CA 92589-9033 Confirm To:MATT WIECHEC Ship To Contact:MATT WIECHEC Phone:(951)302-4106 Ext:4103 Fax:(951)302-4169 Phone: Ext: Fax: Email Address:matt.wiechec@cityoftemecula.org Email Address:matt.wiechec@cityoftemecula org Customer P.O. Terms of Quotation Salesperson Specifier NET 30/NON-CANCELLABLE P.O SOUTHWEST LINNY SMITH 2009 Item/Item Description Qty UM Unit Price Amount QSPS2532WA21 73.00 EACH 74100 54,093.00 25"SQ X 32"HT PALM SERIES WASTE CONTAINER. C1-NATURAL T3-SANTA FE SANDBLAST STANDARD GLOSS SEALER.WITH(1)14,-DIA.CAST CITY OF TEMECULA LOGO AND(1)INSET PAINTED RECYCLE LOGO 180 DEGREES APART. LID-M21-6/BLK 73.00 EACH Included in the above price 21 3/4"O.D.X 6"I.D.ROUND BLACK STEEL RECYCLE LID QRPL27B 73.00 EACH Included in the above price 19"TOP X 14 3/4"BOTTOM X 27 1/2"HT ROUND 26 GALLON PLASTIC LINER ""'PLEASE NOTE— "NON-CANCELLABLE PURCHASE ORDER"MUST BE STATED ON ACTUAL PURCHASE ORDER DELIVERY REQUESTED ON: (PLEASE FILL IN THE REQUESTED DELIVERY DATE ABOVE) When applicable, price includes delivery and offloading with Quick Crete's crane equipped truck. Placement, if not accessible with Quick Crete's crane truck, is required by others. Palletized products will be offloaded only. Customer will provide the necessary equipment for offloading shipments requiring the use of flatbed common carriers. Customer is responsible for supplying one person to assist the driver. All installation and assembly are required by others. Customer must provide any and all necessary permits. Deliveries are made"RAIN" or"SHINE". Customer shall be responsible for count, model numbers, and/or specifications on all written or verbal quotations by Quick Crete Products Corp. Quick Crete Products Corp. reserves the right to change price if quanity changes.Taxes,fees,and special handling charges associated with customs and international trade are the responsibility of others. Quick Crete Products Corp. is a material supplier, not a contractor. If rescheduling delivery is necessary, customers must notify Quick Crete Products Corp. at least 72 hours prior to delivery to avoid penalty Failure to do so may require the customer to pay a restocking fee of 10%of the total order. This price quote expires on April 14,2016 Net Amount: 54,093.00 Plus Any Other Applicable Taxes. For Accounting inquiries or lien releases, please send your fax Sales Tax: 4,327.45 to(951)734-8154. Please issue all purchase orders to Quick Crete Products Corp. Total Amount(USD): 58,420.45 P.O. Box 639, Norco, CA 92860 The above Price Quotation is subject to the Terms and Conditions contained on the following page,and are part of this Agreement Customer acknowledges that the Terms and Conditions have been read and approved.Credit terms subject to change pending account verification. Page 1 of 2 Customer Initial Price Quotation ocp Quote No 0126227 Quick Crete Products Corp. Quote Date 1/14/2016 SOLD TO:01-COTEMEC SHIP TO:0044 CITY OF TEMECULA CITY OF TEMECULA CITY YARD ATTN:ACCOUNTS PAYABLE ADDRESS P.O BOX 9033 TEMECULA,CA 92589-9033 43200 BUSINESS DRIVE TEMECULA,CA 92589-9033 Confirm To:MATT WIECHEC Ship To Contact:MATT WIECHEC Phone:(951)302-4106 Ext:4103 Fax:(951)302-4169 Phone: Ext: Fax: Email Address:matt wiechec@cityoftemecula org Email Address:matt.wiechec@cityoftemecula.org Customer P.O. Terms of Quotation Salesperson Specifier NET 30/NON-CANCELLABLE P O SOUTHWEST LINNY SMITH 2009 Item/Item Description Qty UM Unit Price Amount TERMS&CONDITIONS QUICK CRETE PRODUCTS PURCHASED NEW ARE GUARANTEED FREE FROM DEFECTS IN MATERIAL AND WORKMANSHIP, UNDER NORMAL USE, FOR A PERIOD OF ONE YEAR FROM THE ORIGINAL DATE OF DELIVERY DAMAGE INCURRED FROM VANDALISM AND ACTS OF GOD ARE NOT COVERED. REPLACEMENT AND REPAIR SHALL BE AT THE DISCRETION OF QUICK CRETE PRODUCTS CORP. QUICK CRETE SHALL NOT BE LIABLE TO YOU OR ANY OTHER PARTY FOR LOSS OF PROPERTY, LOSS OF USE, LOSS OF SAVINGS, LOSS OF PROFITS, INSTALLATION CHARGES, SPECIAL DAMAGES, INCIDENTAL DAMAGES, CONSEQUENTIAL DAMAGES, DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE MATERIAL, INDIRECT OR OTHER SIMILAR DAMAGES ARISING FROM BREACH OF WARRANTY, BREACH OF CONTRACT,NEGLIGENCE, OR ANY OTHER LEGAL THEORY; EVEN IF QUICK CRETE OR ITS AGENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS AND/OR DAMAGES. In the event of a claim for defective goods, Quick Crete shall be allowed to inspect such materials or upon request shall be furnished a sample of such materials. Goods claimed to be defective shall not be returned without Quick Crete's written prior-authorization,Quick Crete is only liable to replace,or credit you, at Quick Crete's option, for defective materials. Where you are to inspect as a condition of purchase, you shall be responsible for any charges for inspection,analysis or tests. Quick Crete shall not be liable for its failure to perform due to strikes, labor difficulties,judicial action,fire,flood,war,sabotage, riot, breakdowns or failure of plant or equipment,delays in or lack of transportation,government allocations,delays of supplies or unavailability of material or any other cause beyond Quick Crete's control. If Quick Crete, in its discretion, determines that its performance would result in Quick Crete's incurring a loss because of causes beyond Quick Crete's control,Quick Crete may terminate this agreement,without penalty or obligation to you. Shipments and deliveries shall be subject to approval of Quick Crete's credit department Quick Crete reserves the right to demand you give a security interest in your inventory to Quick Crete before making any shipment to you that is not COD If you fail to fulfill the terms of payment,Quick Crete may defer further shipments or may at its option cancel any unshipped balance No failure of Quick Crete to exercise any right accruing from any default by you shall impair Quick Crete's rights in the event you subsequently default In the event Quick Crete has a security interest in your inventory,this invoice shall become a demand notice Quick Crete shall retain title of the goods sold until the goods are paid for in full. If payment is not made when due,Quick Crete may,at its option and without notice,enter the premises where the goods may be located and repossess the goods. This reservation of title in Quick Crete and the right to repossess shall be in addition to any and all other remedies Quick Crete may have under law or equity. Any and all of the above mentioned remedies may be used at the same time and the use of any of these shall not constitute a waiver of the right to use any other available remedies. This transaction shall be governed by and construed in accordance with the laws of the State of California,without regard to principles of conflicts of law The parties expressly consent to be subject to the exclusive jurisdiction of the California State courts The parties agree that receipt of an order in Riverside County constitutes performance,and that Riverside County,Corona Court is the proper venue. You agree your acknowledgement on the bottom of this page shall constitute your acceptance of the terms and conditions contained herein and/or referred to in Quick Crete's Price Quotation. You agree to pay within the terms specified on the invoice/price quotation. Any delinquent account will bear interest at 2% per month,or 24%per year. You agree to pay all reasonable collection costs and attorney's fees incurred in collection of this account. Any excises,levies or taxes which Quick Crete may be required to pay or collect under any existing or future law,upon or with respect to the sale,purchase, delivery,storage,processing,use,consumption or transportation of any of the material covered hereby shall be your responsibility,and you agree to pay the amount thereof to Quick Crete. The above Terms and Conditions represent the entire agreement between Quick Crete and the customer with respect to the sale of goods supplied hereunder and cannot be modified except by a new written contract signed by both Quick Crete and the customer. By signing below,customer agrees to be contractually bound for the above mentioned products and/or services Elisabet(Liz) Bracamontes 01/14/2016 Quick Crete Products Corp. Date Customer Authorization Date Page 2 of 2 Customer Initial Item No . 14 Approvals City Attorney A� Finance Director City Manager (Sr TEMECULA COMMUNITY SERVICES DISTRICT AGENDA REPORT TO: General Manager/Board of Directors FROM: Kevin Hawkins, Director of Community Services DATE: May 10, 2016 SUBJECT: Set Public Hearing to Approve TCSD Proposed Rates and Charges for Fiscal Year 2016-17 PREPARED BY: Jennifer Hennessy, Finance Director RECOMMENDATION: That the Board of Directors adopt a resolution entitled: RESOLUTION NO. CSD 16- A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA COMMUNITY SERVICES DISTRICT OF THE CITY OF TEMECULA ACKNOWLEDGING THE FILING OF A REPORT WITH RESPECT TO THE PROPOSED RATES AND CHARGES FOR FISCAL YEAR 2016-17 AND SETTING A TIME AND PLACE FOR A PUBLIC HEARING IN CONNECTION THEREWITH BACKGROUND: The Temecula Community Service District (TCSD) operates under the authority of Community Services District Law and provides residential street lighting; perimeter landscaping and slope maintenance; recycling and refuse collection and unpaved road maintenance services in the City of Temecula. The boundaries of the TCSD are coterminous with the City and the City Council serves as the Board of Directors of the TCSD. The TCSD is required to complete an annual levy process which includes adopting a resolution to accept the filing of a report on the proposed rates and charges necessary to provide the following services; noticing each affected property owner in the City; and conducting a public hearing to consider approving the proposed rates and charges. The four current service levels of the TCSD include: 1. Service Level B — Residential Street Lighting. 2. Service Level C — Perimeter Landscaping and Slope Maintenance. 3. Service Level D — Residential Recycling and Refuse Collection. 4. Service Level R— Unpaved Road Maintenance. 1. Service Level B — Residential Street Lighting The TCSD Rates and Charges for Service Level B are not proposed to increase from last year's rates. The rate is capped at $25.68 per single family residential. 2. Service Level C — Perimeter Landscaping and Slope Maintenance As a result of various property owner elections, there are two zones subject to an annual rate increase. The rate increase is the lesser of: (1) the percentage increase in the US Department of Labor, Bureau of Labor Statistics, Consumer Price Index ("CPI") of All Urban Consumers for the Los Angeles- Riverside-Orange County Area, for the previous calendar year (2) 5% The CPI change from Annual 2015 to Annual 2016 was 0.91%. As a result, the following zones will see a slight increase in the rates for Fiscal Year 2016-17. Zone No. and Name 15-16 Rate 16-17 Rate Increase 6 - Woodcrest County $ 104.62 $ 105.56 $0.94 29 - Gallery Portraits $ 373.40 $ 376.80 $3.40 3. Service Level D — Residential Recycling and Refuse Service Per the Franchise Agreement with CR&R, the change in CPI and land-fill tipping fees determine the increase/decrease in the annual Service Level D rate and charge. An increase of $9.88 is proposed to the annual rate and charge for Service Level D from $259.72 to $269.60 per residential unit beginning Fiscal Year 2016-17. The increase is due to a CPI increase of 0.91% and a land-fill tipping fee increase of $0.57, an increase of $11.76 for the Residential Organics Recycling Program, and a decrease of$2.91 to maintain fund balance in Fund 194. 4. Service Level R— Unpaved Street and Road Maintenance The TCSD rates and charges for Service Level R are not proposed to increase from their approved per parcel rate. The rate is capped at $115.26 per single family residential and $57.62 per vacant residential property. Staff recommends that the Board of Directors adopt the resolution to accept the filing of the report on the proposed rates and charges for Fiscal Year 2016-17 and schedule a public hearing concerning these issues for June 28, 2016. Staff will proceed with noticing each affected property owner in the City regarding the proposed rates and charges within a minimum of forty five (45) days prior to the June 28, 2016 public hearing. FISCAL IMPACT: The revenue generated for the TCSD Fiscal Year 2016-17 rates and charges will fund residential street lighting; perimeter landscaping and slope maintenance; recycling and refuse collection and unpaved road maintenance services in the City of Temecula. ATTACHMENTS: 1. Resolution of Intention 2. Exhibit A — Project Summary RESOLUTION NO. CSD 16- A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA COMMUNITY SERVICES DISTRICT OF THE CITY OF TEMECULA ACKNOWLEDGING THE FILING OF A REPORT WITH RESPECT TO THE PROPOSED RATES AND CHARGES FOR FISCAL YEAR 2016-2017 AND SETTING A TIME AND PLACE FOR A PUBLIC HEARING IN CONNECTION THEREWITH THE BOARD OF DIRECTORS OF THE TEMECULA COMMUNITY SERVICES DISTRICT OF THE CITY OF TEMECULA DOES HEREBY RESOLVE AS FOLLOWS: Section 1. Upon incorporation of the City of Temecula, effective December 1, 1989, voters approved the formation of the Temecula Community Services District ("TCSD"), to provide specified services to properties within its jurisdiction. Section 2. Pursuant to Government Code Section 61115, the TCSD has prescribed, revised and collected rates and charges for the services furnished by it, and has elected to have these rates and charges collected on the tax roll in the same manner, by the same persons, and at the same time as, together with and not separately from, property taxes collected within the TCSD in the same manner prescribed by Government Code Section 61115. The TCSD proposes to continue such rates and charges for the operation, maintenance, servicing and administration of street lights, perimeter landscaping and slope maintenance, refuse collection, and unpaved street maintenance for the 2016-2017 Fiscal Year. All laws applicable to the levy, collection, and enforcement of property taxes, including, but not limited to, those pertaining to the matters of delinquency, correction, cancellation, refund and redemption, shall be applicable to these rates and charges, except for the California Revenue and Taxation Code Section 4831. Section 3. Pursuant to Government Code Section 61115, the TCSD has caused a written report ("Report") to be prepared and filed with the Secretary of the TCSD. This Report contains a description of each parcel of real property and the proposed amount of the rates and charges for Fiscal Year 2016-2017. The Report is based upon a budget adopted by the Board of Directors for the proposed services for specific areas where such services are provided including necessary staff and administrative expenses. A summary of the Report containing the proposed rates and charges is attached hereto as Exhibit A, entitled "Project Summary", and incorporated herein by this reference. A copy of the Report is on file in the office of the Secretary of the TCSD, and is available for public inspection. Section 4. The Board of Directors hereby acknowledges the filing of the Report, and appoints the 28th day of June, 2016, at the hour of 7:00 p.m., or as soon thereafter as feasible, in the City Council Chambers at City Hall, located at 41000 Main Street, Temecula, CA 92590, as the time and place for the public hearing on the Report and the proposed rates and charges. At the public hearing, the Board of Directors will hear and consider all objections or protests, if any, to the Report. The Board may continue the hearing from time to time. Section 5. The District Secretary is hereby directed to give notice of the filing of the Report and of the time and place of the hearing on the Report pursuant to the requirements of Government Code Section 61115. The District Secretary is further directed to give notice, pursuant to Section 6 of Article XIIID of the California Constitution, regarding any increases proposed in the Report with respect to any of the rates and charges. Section 6. The District Secretary shall certify to the adoption of this Resolution. PASSED, APPROVED, AND ADOPTED by the Board of Directors of the Temecula Community Services District of the City of Temecula this 10th day of May, 2016. Jeff Comerchero, President ATTEST: Randi Johl, Secretary [SEAL] STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA ) I, Randi Johl, Secretary of the Temecula Community Services District of the City of Temecula, do hereby certify that the foregoing Resolution No. CSD 16- was duly and regularly adopted by the Board of Directors of the Temecula Community Services District of the City of Temecula at a meeting thereof held on the 10th day of May, 2016, by the following vote: AYES: BOARD MEMBERS: NOES: BOARD MEMBERS: ABSTAIN: BOARD MEMBERS: ABSENT: BOARD MEMBERS: Randi Johl, Secretary EXHIBIT A PROJECT SUMMARY TEMECULA COMMUNITY SERVICES DISTRICT On January 28, 2014, Albert A. Webb Associates was retained by the City of Temecula to prepare the Annual Levy Report for the Temecula Community Services District (TCSD) for Fiscal Year 2016-2017. Pursuant to Government Code of the State of California, commencing with Section 61115, the TCSD has the power to levy and collect rates and charges in order to carry on its operations and to provide the services and facilities furnished by it. The levy and collection of the rates and charges is accomplished by the identification and description of each parcel within a specific Service Level. A Service Level is a defined area that provides a specific service, operation and maintenance and/or program to only those parcels contained within that service level boundary. The TCSD is currently composed of four (4) Service Levels, as described below: 1. Service Level B — Residential Street Lights. Operations, maintenance, utility costs and administration of all residential streetlights. 2. Service Level C - Perimeter Landscaping and Slope Maintenance. Operations, maintenance, utility costs, improvements, and administration for all perimeter landscaping and slope maintenance areas maintained by the TCSD. 3. Service Level D — Recycling and Refuse Collection. Operations and administration of the recycling and refuse collection program for single-family residential dwellings. 4. Service Level R — Unpaved Road Maintenance. Maintenance of unpaved streets and roads. The Financial Analysis contained herein contains each Service Level including their totals for Fiscal Year 2016-2017 as follows: SERVICE LEVEL Rate BUDGET Service Level B $1,025,362 $25.68/SFR* Service Level C $1,543,825 Variable Service Level D $7,691,515 $269.60 Service Level R $9,843 Variable TOTAL TCSD BUDGET FY 2016-2017 $10,270,545 *Single Family Residential The Levy and Collection amounts for all non-exempt parcels within the TCSD for the Fiscal Year 2016-2017 are as shown on the Levy Roll on file with the City Clerk/District Secretary. JOINT CITY COUNCIL/ TEMECULA PUBLIC FINANCING AUTHORITY CONSENT Item No . 15 ACTION MINUTES TEMECULA CITY COUNCIL REGULAR MEETING CITY COUNCIL CHAMBERS 41000 MAIN STREET TEMECULA, CALIFORNIA APRIL 26, 2016—7:00 PM 5:30 PM - The City Council convened in Closed Session in the Canyons Conference Room on the third floor of the Temecula City Hall concerning the following matters: 1. CONFERENCE WITH LEGAL COUNSEL—EXISTING LITIGATION. The City Council will meet in closed session with the City Attorney pursuant to Government Code Section 54956.9(d)(1) with respect to three matters of pending litigation: (1) Hill v. City of Temecula, Riverside County Superior Court No. RIC1501349; (2) Los Ranchitos Homeowners Association v. City of Temecula, Riverside County Superior Court No. RIC1512880; and (3) Scharpen Foundation v. Kamala Harris et al; Riverside County Superior Court No. RIC1514022. 2. CONFERENCE WITH LEGAL COUNSEL—POTENTIAL LITIGATION. The City Council will meet in closed session with the City Attorney pursuant to Government Code Section 54956.9(d)(2) with respect to one matter of potential litigation. A point has been reached where, in the opinion of the City Attorney, based on existing facts and circumstances, there is a significant exposure to litigation involving the City. At 5:30 PM Mayor Naggar called the City Council meeting to order and recessed to Closed Session to consider the matters described on the Closed Session agenda. The City Council meeting convened at 7:00 PM CALL TO ORDER: Mayor Mike Naggar Prelude Music: The Still Point Quartet Invocation: Elder Bob Ruiz of Reliance Church Flag Salute: Monty Sharp ROLL CALL: Comerchero, Edwards, McCracken, Rahn, Naggar PRESENTATIONS/PROCLAMATIONS Presentation of Certificates of Recognition to Rancho Christian High School Eagles Boys Varsity Basketball Team Presentation of Certificate of Achievement to Zachary Orlaski of Troop #500 for Attaining Eagle Scout Rank Presentation of National Travel &Tourism Week in Temecula Proclamation Action Minutes 042616 1 PUBLIC COMMENTS The following individuals addressed the City Council: • Gillian Larson • Monty Sharp • Jay Szlzypiorski • Walt Combs • Cecilie Nelson CITY COUNCIL REPORTS CONSENT CALENDAR 1 Waive Reading of Standard Ordinances and Resolutions - Approved Staff Recommendation (5-0) Council Member Edwards made the motion; it was seconded by Council Member McCracken; and electronic vote reflected approval by Council Members Comerchero, Edwards, McCracken, Rahn and Naggar. RECOMMENDATION: 1.1 That the City Council waive the reading of the text of all standard ordinances and resolutions included in the agenda except as specifically required by the Government Code. 2 Approve the Action Minutes of April 12, 2016 - Approved Staff Recommendation (5-0) Council Member Edwards made the motion; it was seconded by Council Member McCracken; and electronic vote reflected approval by Council Members Comerchero, Edwards, McCracken, Rahn and Naggar. RECOMMENDATION: 2.1 That the City Council approve the action minutes of April 12, 2016. 3 Approve the List of Demands - Approved Staff Recommendation (4-1, Council Member Naggar Abstained) Council Member Edwards made the motion; it was seconded by Council Member McCracken; and electronic vote reflected approval by Council Members Comerchero, Edwards, McCracken and Rahn with Council Member Naggar abstaining due to reimbursement, Check #176083, for the purchase of a City-owned computer to conduct City business. RECOMMENDATION: 3.1 That the City Council adopt a resolution entitled: RESOLUTION NO. 16-23 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA ALLOWING CERTAIN CLAIMS AND DEMANDS AS SET FORTH IN EXHIBIT A Action Minutes 042616 2 4 Approve the Fourth Amendment to the Agreement with Environmental Science Associates for the Preparation of a Supplemental Environmental Impact Report for the Temecula Valley Hospital Heliport Relocation - Approved Staff Recommendation (4-1, Council Member Comerchero Abstained) Council Member Edwards made the motion; it was seconded by Council Member McCracken; and electronic vote reflected approval by Council Members Edwards, McCracken, Rahn and Naggar with Council Member Comerchero abstaining due to the fact that he serves on the Governing Board for the Temecula Valley Hospital. RECOMMENDATION: 4.1 That the City Council approve the Fourth Amendment to the Agreement for Consultant Services with Environmental Science Associates (ESA), in the amount of $9,850, for a total agreement amount of $134,005, for the preparation of a Supplemental Environmental Impact Report (EIR) for the Temecula Valley Hospital Heliport Relocation. 5 Approve the First Amendment to the Agreement with Blanca Y. Price for Landscape Plan Review and Inspection Services for Fiscal Year 2015-16 - Approved Staff Recommendation (5-0) Council Member Edwards made the motion; it was seconded by Council Member McCracken; and electronic vote reflected approval by Council Members Comerchero, Edwards, McCracken, Rahn and Naggar. RECOMMENDATION: 5.1 That the City Council approve the First Amendment to the Agreement for Consulting Services with Blanca Y. Price, in the amount of $40,000, for a total agreement amount of $150,000, to perform Landscape Plan Review and Inspection Services for Fiscal Year 2015-16. 6 Approve an Agreement for Consultant Services with Michael Baker International Company for Pechanga Parkway Widening (Via Gilberto to North Casino Drive), PW15-14 - Approved Staff Recommendation (5-0) Council Member Edwards made the motion; it was seconded by Council Member McCracken; and electronic vote reflected approval by Council Members Comerchero, Edwards, McCracken, Rahn and Naggar. RECOMMENDATION: 6.1 Approve the Agreement for Consultant Services with Michael Baker International Company, in the amount of $214,173, for Pechanga Parkway Widening (Via Gilberto to North Casino Drive), PW15-14; 6.2 Authorize the City Manager to approve extra work authorizations not to exceed the contingency amount of $21,417, which is equal to 10% of the Agreement amount. RECESS At 7:50 PM, the City Council recessed and convened as the Temecula Community Services District Meeting. At 7:52 PM, the Temecula Community Services District Meeting recessed and convened as the Joint City Council/Temecula Public Financing Authority Meeting. At 8:09 PM, the City Council resumed with the remainder of the City Council Agenda. Action Minutes 042616 3 JOINT CITY COUNCIL/TEMECULA PUBLIC FINANCING AUTHORITY MEETING CALL TO ORDER: Chairperson Mike Naggar ROLL CALL: COUNCIL MEMBERS/DIRECTORS: Comerchero, Edwards, McCracken, Rahn, Naggar 9 Formation of Temecula Public Financing Authority Community Facilities District No. 16-01 (Roripaugh Ranch Phase 2) Council Member Naggar and Council Member Comerchero did not participate on Item 9 of the Joint City Council Temecula Public Financing Authority Agenda. Europa Vineyard Estates is located on approximately 290 acres southeasterly of Butterfield Stage Road and La Serena Way in unincorporated Riverside County. It has been owned by Temecula Vineyard Estates, LLC, and is adjacent to Butterfield Stage Road. Neither Council Member Naggar nor Council Member Comerchero has any direct investments or ownership interests in the Temecula Vineyard Estates, LLC. The managing member of Temecula Vineyard Estates, LLC, has been Mr. Daniel Stephenson. Council Member Naggar and Council Member Comerchero do, however, have ownership interests and are members other limited liability companies that are developing property outside of the City of Temecula in which Mr. Stephenson is also the managing member. Europa Vineyard Estates is, therefore, an "otherwise related business entity" for these officials within the meaning of § 18703.1 of the FPPC Regulations. Europa Vineyard Estates is now owned by an entity related to Temecula Vineyard Estates, LLC, Sirah Development Corporation, Inc., of which Council Member Comerchero is an officer. The proposed actions on Item 9 initiating new and restructured CFD bonds for the Roripaugh Ranch Project will have no material financial effect, indeed no effect, on Europa Vineyard Estates, or the owners of that Project, for the simple reason that the these actions do not change the Roripaugh Ranch Developers' obligation to construct the Phase 3 Improvements to Butterfield Stage Road from what has been required since approval of the original Development Agreement and Specific Plan in December 2002. This is consistent with the Fair Political Practices Commission Legal Staff's March 2008 opinion (A- 08-015) [Calixto Property] allowing Council Member Naggar and Council Member Comerchero's participation in a decision to acquire property located 372 feet south of Europa Villages Estates necessary for the construction of the Phase 3 Improvements. Additionally, the funding for the Phase 3 Improvements for Butterfield Stage Road has been in place since the Roripaugh Ranch Community Facilities District 03-02 issued community facilities district special tax bonds in April 2006. The City Attorney determined that Council Member Naggar and Council Member Comerchero may participate in the consideration of Item 9 of the Joint City Council/TPFA Agenda initiating a new and restructured CFD bonds for the Roripaugh Ranch Project. Council Member Naggar and Council Member Comerchero have, however, chose not to participate in these actions involving the new and restructured bonds and left the Council Chamber. 9.1 Approved Staff Recommendation (3-0, Council Member Naggar and Council Member Comerchero absent) Council Member McCracken made the motion; it was seconded by Council Member Rahn; and electronic vote reflected approval by Council Members Edwards, McCracken and Rahn with Council Member Naggar and Council Member Comerchero absent by leaving the Chambers. Action Minutes 042616 4 9.2 Approved Staff Recommendation (3-0, Director Naggar and Director Comerchero absent) Director McCracken made the motion; it was seconded by Director Rahn; and electronic vote reflected approval by Directors Edwards, McCracken and Rahn with Director Naggar and Director Comerchero absent by leaving the Chambers. 9.3 — 9.4 Approved Staff Recommendation (3-0, Director Naggar and Director Comerchero absent) Director McCracken made the motion; it was seconded by Director Rahn; and electronic vote reflected approval by Directors Edwards, McCracken and Rahn with Director Naggar and Director Comerchero absent by leaving the Chambers. RECOMMENDATION: 9.1 That the City Council adopt a resolution entitled: RESOLUTION NO. 16-24 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING JOINT COMMUNITY FACILITIES AGREEMENT RELATING TO THE FINANCING OF PUBLIC IMPROVEMENTS AND IMPLEMENTATION OF ACQUISITION AGREEMENT 9.2 That the Temecula Public Financing Authority hold a public hearing regarding the formation of the proposed Temecula Public Financing Authority Community Facilities District No. 16-01 (Roripaugh Ranch Phase 2) (the "CFD"), the levy of special taxes in the CFD, and the issuance of bonds by the Temecula Public Financing Authority for the CFD, and adopt the resolutions entitled: RESOLUTION NO. TPFA 16-04 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA PUBLIC FINANCING AUTHORITY OF FORMATION OF TEMECULA PUBLIC FINANCING AUTHORITY COMMUNITY FACILITIES DISTRICT NO. 16-01 (RORIPAUGH RANCH PHASE 2), AUTHORIZING THE LEVY OF A SPECIAL TAX WITHIN THE DISTRICT, PRELIMINARILY ESTABLISHING AN APPROPRIATIONS LIMIT FOR THE DISTRICT AND SUBMITTING LEVY OF THE SPECIAL TAX AND THE ESTABLISHMENT OF THE APPROPRIATIONS LIMIT TO THE QUALIFIED ELECTORS OF THE DISTRICT RESOLUTION NO. TPFA 16-05 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA PUBLIC FINANCING AUTHORITY DETERMINING THE NECESSITY TO INCUR BONDED INDEBTEDNESS WITHIN TEMECULA PUBLIC FINANCING AUTHORITY COMMUNITY FACILITIES DISTRICT NO. 16-01 (RORIPAUGH RANCH PHASE 2) AND SUBMITTING PROPOSITION TO THE QUALIFIED ELECTORS OF THE DISTRICT Action Minutes 042616 5 RESOLUTION NO. TPFA 16-06 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA PUBLIC FINANCING AUTHORITY CALLING SPECIAL ELECTION WITHIN COMMUNITY FACILITIES DISTRICT NO. 16-01 (RORIPAUGH RANCH PHASE 2) 9.3 That the Temecula Public Financing Authority hold an election regarding the CFD, and adopt the resolution entitled: RESOLUTION NO. TPFA 16-07 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA PUBLIC FINANCING AUTHORITY DECLARING RESULTS OF SPECIAL ELECTION AND DIRECTING RECORDING OF NOTICE OF SPECIAL TAX LIEN — COMMUNITY FACILITIES DISTRICT NO. 16-01 (RORIPAUGH RANCH PHASE 2) 9.4 That the Temecula Public Financing Authority have the first reading of the ordinance entitled: ORDINANCE NO. TPFA 16-01 AN ORDINANCE OF THE TEMECULA PUBLIC FINANCING AUTHORITY LEVYING SPECIAL TAXES WITHIN TEMECULA PUBLIC FINANCING AUTHORITY COMMUNITY FACILITIES DISTRICT NO. 16-01 (RORIPAUGH RANCH PHASE 2) City Attorney Thorson introduced and read by title only Ordinance No. TPFA 16-01. TPFA EXECUTIVE DIRECTOR REPORT TPFA BOARD OF DIRECTORS REPORTS JOINT MEETING ADJOURNMENT RECONVENE TEMECULA CITY COUNCIL PUBLIC HEARING 10 Approval of the Community Development Block Grant (CDBG) Annual Action Plan and Funding Recommendations for the Fiscal Year 2016-17 - Approved Staff Recommendation (5-0) Council Member Comerchero made the motion; it was seconded by Council Member Edwards; and electronic vote reflected approval by Council Members Comerchero, Edwards, McCracken, Rahn and Naggar. Action Minutes 042616 6 RECOMMENDATION: 10.1 That the City Council adopt a resolution entitled: RESOLUTION NO. 16-25 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING THE 2016-2017 ANNUAL ACTION PLAN AS AN APPLICATION TO THE U.S. DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT (HUD) FOR FUNDING UNDER THE FEDERAL COMMUNITY DEVELOPMENT BLOCK GRANT (CDBG) PROGRAM, INCLUDING THE PROPOSED USE OF FUNDS FOR FISCAL YEAR 2016-2017 Kim Goodnough addressed the City Council on this item. DEPARTMENTAL REPORTS 11 Community Development Monthly Report 12 Police Department Monthly Report 13 Public Works Department Monthly Report CITY MANAGER REPORT CITY ATTORNEY REPORT City Attorney Thorson reported there were no reportable actions in regards to the Closed Session items. ADJOURNMENT At 8:27 PM, the City Council meeting was formally adjourned to Tuesday, May 10, 2016, at 5:30 PM, for a Closed Session, with regular session commencing at 7:00 PM, City Council Chambers, 41000 Main Street, Temecula, California. Michael S. Naggar, Mayor ATTEST: Randi Johl, City Clerk [SEAL] Action Minutes 042616 7 Item No . 16 Approvals City Attorney Finance Director City Manager CITY OF TEMECULA/TEMECULA PUBLIC FINANCING AUTHORITY JOINT AGENDA REPORT TO: City Manager/City Council Executive Director/Board of Directors FROM: Randi Johl, City Clerk DATE: May 10, 2016 SUBJECT: Adopt Ordinance No. TPFA 16-01 Levying Special Taxes within Temecula Public Financing Authority Community Facilities District No. 16-01 (Roripaugh Ranch Phase 2) (Second Reading) PREPARED BY: Randi Johl, City Clerk RECOMMENDATION: That the Board of Directors adopt an ordinance entitled: ORDINANCE NO. TPFA 16-01 AN ORDINANCE OF THE TEMECULA PUBLIC FINANCING AUTHORITY LEVYING SPECIAL TAXES WITHIN TEMECULA PUBLIC FINANCING AUTHORITY COMMUNITY FACILITIES DISTRICT NO. 16-01 (RORIPAUGH RANCH PHASE 2) BACKGROUND: The City of Temecula is a general law city formed under the laws of the State of California. With respect to adoption of ordinances and resolutions, the City adheres to the requirements set forth in the Government Code. With the exception of urgency ordinances, Government Code Section 36934 requires two readings of standard ordinances more than five days apart. Ordinances must be read in full at the time of introduction or passage unless a motion waiving the reading is adopted by a majority of the City Council present. Ordinance No. TPFA 16-01 was first introduced at the regularly scheduled meeting of April 26, 2016. FISCAL IMPACT: None ATTACHMENTS: Ordinance ORDINANCE NO. TPFA 16-01 AN ORDINANCE OF THE TEMECULA PUBLIC FINANCING AUTHORITY LEVYING SPECIAL TAXES WITHIN TEMECULA PUBLIC FINANCING AUTHORITY COMMUNITY FACILITIES DISTRICT NO. 16-01 (RORIPAUGH RANCH PHASE 2) THE BOARD OF DIRECTORS OF THE TEMECULA PUBLIC FINANCING AUTHORITY ORDAINS AS FOLLOWS: Section 1. On March 22, 2016, this Board of Directors of the Temecula Public Financing Authority (the "Authority") adopted a resolution entitled "A Resolution of the Board of Directors of the Temecula Public Financing Authority Declaring Its Intention to Establish a Community Facilities District and to Authorize the Levy of Special Taxes Therein — Roripaugh Ranch Phase 2" (the "Resolution of Intention"), stating its intention to establish the Temecula Public Financing Authority Community Facilities District No. 16-01 (Roripaugh Ranch Phase 2) pursuant to the Mello-Roos Community Facilities Act of 1982, Section 53311 et seq. of the California Government Code (the "Law"), to finance the prepayment of certain special taxes, and the costs of certain public improvements (the "Facilities") and of certain public services (the "Services"). Section 2. Notice was published as required by the Law of the public hearing called pursuant to the Resolution of Intention relative to the intention of this Board of Directors to form the District and to provide for the costs of the Facilities. Section 3. The Resolution of Intention called for a public hearing on the District to be held on April 26, 2016 and on such date this Board of Directors held the public hearing relative to the determination to proceed with the formation of the District. Section 4. At the public hearing all persons desiring to be heard on all matters pertaining to the formation of the District and the levy of special taxes in the District were heard, substantial evidence was presented and considered by this Board of Directors and a full and fair hearing was held. Section 5. Subsequent to said hearing, this Board of Directors adopted resolutions entitled "A Resolution of the Board of Directors of the Temecula Public Financing Authority of Formation of Temecula Public Financing Authority Community Facilities District No. 16-01 (Roripaugh Ranch Phase 2), Authorizing the Levy of a Special Tax Within the District, Preliminarily Establishing an Appropriations Limit for the District and Submitting Levy of the Special Tax and the Establishment of the Appropriations Limit to the Qualified Electors of the District" (the "Resolution of Formation"), "A Resolution of the Board of Directors of the Temecula Public Financing Authority Determining the Necessity to Incur Bonded Indebtedness Within Temecula Public Financing Authority Community Facilities District No. 16-01 (Roripaugh Ranch Phase 2) and Submitting Proposition to the Qualified Electors of the District" (the "Resolution of Necessity") and "A Resolution of the Board of Directors of the Temecula Public Financing Authority Calling Special Election Within Community Facilities District No. 16-01 (Roripaugh Ranch Phase 2)", which resolutions established the District, authorized the levy of a special tax with the District, and called an election within the District on the proposition of incurring indebtedness, levying a special tax and establishing an appropriations limit within the District, respectively. Section 6. On April 26, 2016 an election was held within the District in which the two eligible landowner electors approved said propositions. Section 7. By the passage of this Ordinance this Board of Directors hereby authorizes and levies special taxes within the District, pursuant to the Law, at the rate and in accordance with the rate and method of apportionment of special taxes for the District approved by the Resolution of Formation (the "Rate and Method") which Resolution is by this reference incorporated herein. The special taxes are hereby levied commencing in Fiscal Year 2016-2017 and in each fiscal year thereafter until payment in full of any bonds issued by the Authority for the District (the "Bonds") as contemplated by the Resolution of Formation and the Resolution of Necessity, payment in full all costs of administering the District, and so long as necessary to pay for the Services. Section 8. The Authority Treasurer is hereby authorized and directed to work with the Finance Director for the City of Temecula (who is identified as the "CFD Administrator" in the Rate and Method) each fiscal year to determine the specific special tax rate and amount to be levied for each parcel of real property within the District, in the manner and as provided in the Rate and Method. Section 9. Properties or entities of the State, federal or local governments shall be exempt from any levy of the special taxes, to the extent set forth in the Rate and Method attached as Exhibit A to the Resolution of Formation. In no event shall the special taxes be levied on any parcel within the District in excess of the maximum tax specified in the Rate and Method. Section 10. All of the collections of the special tax shall be used as provided for in the Law and in the Resolution of Formation including the payment of principal and interest on the Bonds, the replenishment of the reserves for the Bonds, the payment of the costs to provide the Services, the costs of the Authority and the City of Temecula in administering the District, and the costs of collecting and administering the special tax. Section 11. The special taxes shall be collected from time to time as necessary to meet the financial obligations of the District on the secured real property tax roll in the same manner as ordinary ad valorem taxes are collected. The special taxes shall have the same lien priority, and be subject to the same penalties and the same procedure and sale in cases of delinquency as provided for ad valorem taxes. In addition, the provisions of Section 53356.1 of the California Government Code shall apply to delinquent special tax payments. The Treasurer is hereby authorized and directed to provide all necessary information to the auditor/tax collector of the County of Riverside TPFA Ords 16-01 2 and to otherwise take all actions necessary in order to effect proper billing and collection of the special tax, so that the special tax shall be levied and collected in sufficient amounts and at the times necessary to satisfy the financial obligations of the District in each fiscal year until the Bonds are paid in full and provision has been made for payment of all of the administrative costs of the District. Notwithstanding the foregoing, the Treasurer may collect one or more installments of the special taxes on any one or more parcels in the District by means of direct billing by the Authority of the property owners within the District, if any of the Bonds bear interest at a variable interest rate, or otherwise if, in the judgment of the Treasurer, such means of collection will reduce the administrative burden on the Authority in administering the District or is otherwise appropriate in the circumstances. In such event, the special taxes shall become delinquent if not paid when due as set forth in any such respective billing to the applicable property owners. Section 12. If for any reason any portion of this Ordinance is found to be invalid, or if the special tax is found inapplicable to any particular parcel within the District, by a Court of competent jurisdiction, the balance of this Ordinance, and the application of the special tax to the remaining parcels within the District shall not be affected. PASSED, APPROVED, AND ADOPTED by the Board of Directors of the Temecula Public Financing Authority this 10th day of May, 2016. Michael S. Naggar, Chair ATTEST: Randi Johl, Secretary [SEAL] TPFA Ords 16-01 3 STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA ) I, Randi Johl, Secretary of the Temecula Public Financing Authority, do hereby certify that the foregoing Ordinance No. TPFA 16-01 was duly introduced and placed upon its first reading at a meeting of the Board of Directors of the Temecula Public Financing Authority on the 26th day of April, 2016, and that thereafter, said Ordinance was duly adopted by the Board of Directors of the Temecula Public Financing Authority at a meeting thereof held on the 10th day of May, 2016, by the following vote: AYES: BOARD MEMBERS: NOES: BOARD MEMBERS: ABSTAIN: BOARD MEMBERS: ABSENT: BOARD MEMBERS: Randi Johl, Secretary TPFA Ords 16-01 4 DEPARTMENT REPORTS Item No . 17 Approvals V— Finance Attorney Al Finance Director City Manager CITY OF TEMECULA AGENDA REPORT TO: City Council FROM: Aaron Adams, City Manager DATE: May 10, 2016 SUBJECT: City Council Travel/Conference Report PREPARED BY: Sue Steffen, Executive Assistant RECOMMENDATION: Receive and file. On May 5, 2016 Mayor Pro Tem Maryann Edwards traveled to La Quinta, California to attend the Southern California Association of Governments Regional Conference and General Assembly. ATTACHMENTS: Meeting Agenda SOUTHERN CALIFORNIA 50 ASSOCIATION Of GOVERNMENTS YEARS 2016 REGIONAL CONFERENCE & GENERAL ASSEMBLY PUWER OF THE PAST, FORCE OF THE FU TP THURSDAY, MAY 5 8:00 A.M. NETWORKING&CONTINENTAL BREAKFAST..................................... FLORES FOYER 9:15 A.M. REGIONAL COUNCIL MEETING..................................................... FLORES BALLROOM 10:30 A.M. WELCOME&OPENING REMARKS............................................... Ft ORFS BM t ROOM 11:00 A.M. GENERAL ASSEMBLY MEETING................................................... FLORES BALLROOM 12:15 P.M. SUSTAINABILITY AWARDS LUNCHEON.................................................... FIFSFA 1-14 2:00 P.M. BREAKOUT SESSIONS 1............................................................................ . Ft c1RFS t-S 3:15 P.M. BREAK&NETWORKING........................................................................ FLORES FOYER 3:30 P.M. BREAKOUT SESSIONS 2 ............................................................................ FLORLS 1-B 5:00 P.M. SPONSORS'RECEPTION........................................................................ F1 ORFS FOYER 6:00 P.M. DINNER.............................................................................................FIESTA BALLROOM La Quinta Resort&Club 49-499 Eisenhower Drive La Quinta,CA 92253 8:30 A.M. BREAKFAST AND STUDENT POSTER BOARD SESSION..................... FLORES FOYER MAYS"6 9:00 A.M. WELCOME...................................................................................... FLORES BALLROOM scag.ca.gov/ga2016 9:30 A.M. PLENARY SESSIONS...................................................................... Ft ORF:BAi 1 ROOM 11:30 A.M. CONFERENCE WRAP-UP BREAMU t 0 N S THURSDAY, MAY 550* E 5", N 1 �1 2:00 P.M.-3:15 P.M. 3:30 P.M.-4:45 P.M. Monetizing Waste Disaster Resilient Formerly a throw-away society,Southern California now considers Southern California's geography is diverse,dynamic,and highly recycling mainstream.Solar-powered containers have become susceptible to disaster.With seasonal reliability,droughts,wild fires, commonplace,and cities like Glendale, Los Angeles and Santa and mudslides prove that our region has many vulnerabilities that Monica all have"zero waste"plans. Experts have begun to rethink can greatly disrupt our way of life.Add to that our state's complex how cities and companies can turn waste into a resource and"trash" natural environment and extensive human activities, making into an economic opportunity.As circular economy objectives have us more vulnerable to climate change and at odds with what to come to the forefront of the contemporary waste management do about it.Are the cities and counties in our region equipped agenda,there is an increasing emphasis on looking at the waste with the latest technology to protect against natural disasters or stream as a resource.Technology leaders are helping cities and sudden shifts in climate?How can cell phones,social media,and companies leverage data to ultimately improve operational other digital devices be used to prevent catastrophes and even performance in the waste management sector and other ideas are help save lives?As many communities grow older and resources starting to emerge from the"Internet of Things"technology now become scarcer,what will these communities do when disaster being applied to waste.Are other technologies on the horizon that strikes?In this panel, learn innovative solutions that can protect can help cities turn trash into cash?Join this panel to explore the our region from these risks, improve the resilience of structures new face of recycling and reuse that makes green sense in terms of and communities, promote public health,and enhance our region's sustainability and the economy. preparedness for future generations. Beyond The Sharing Economy -What's mine is yours... Innovator Power Hour for hire In a departure from the other breakout panels,this session will Recent years have seen the emergence of businesses that enable feature short presentations on forward-thinking concepts and consumers to share certain goods and services in innovative relevant projects that hope to inform and inspire.Speakers will ways.Whether it's cars for hire, bike sharing,or vacation rentals, provide an overview of cutting-edge solutions to current real-world innovative companies are empowering entrepreneurs to turn problems as well as those yet to materialize. homes, bikes and automobiles into profit-making tools.Dubbed the"sharing economy;'this new form of commerce is rapidly Southern California; Affordable B Livable redefining our way of life. But is this phenomenon just a passing fad Affordability in Southern California has become an increasingly or is it here to stay?Many experts say,the sharing economy may elusive goal.While we have recovered the jobs lost during the Great sound good on paper but in actual use, not so much.What does Recession,stagnant wages and sky-high home prices are impacting consumer behavior tell us about the reality of the shared economy? what people can buy and where they live and work.California's Is capitalism as we know it in trouble?What's really driving these long-term economic growth relies in our ability to stabilize the purchasing decisions and what impact is technology playing in the region's jobs-housing balance.What can be done to increase the 21st century marketplace?Learn from this panel of experts who will region's housing stock-,close to jobs-and transit,and make housing answers these questions and show us that sharing is faring well for in California more affordable?How can we attract and grow jobs entrepreneurs and consumers!_ . that will provide livable wages for residents?This panel will explore modern housing and transportation strategies that will advance the Trending to Transformation: The Future Won't Wait region's economy and relieve rising cost-of-living pressures. The"Silver Tsunami"is upon us.Every month, more than a quarter- million Americans turn 6S and about 10,000 of them retire each day.Baby boomers are rapidly transitioning to the"Go-Go" phase, leaving the work force and productivity in the hands of the ti— Millennials.As baby boomers move on,they also move forward, looking for smaller homes,walkable neighborhoods,and proximity �, w to family and friends. But,while boomers are moving on,more Millennials are staying put.Record numbers are staying home longer, buying fewer cars,and incurring less debt.Could this be the perfect storm for the shared economy, lower greenhouse gas emissions,and a healthier workforce?These changes, coupled with technology advances,are shaping how we how we live,work and play. Even our communities are being constructed differently to respond to the demands of the 21st century lifestyle.Join our panel to see how Southern California is being transformed and impacted by these dynamic shifts in population. a PLENARY SESSIONS FRIDAY, MAY 6 9:30 A.M.-11:30 A.M. California's Policy Priorities—A Question of Resource Allocation As Governor Brown calls for significant increases for education, health care,the environment and infrastructure spending in the state's 2016-17,$3.3 billion budget proposal,other priorities also compete for scarce resources.Southern California's policy makers remain focused on Cap and Trade,CEQA reform,transportation funding and job growth.In terms of job growth,the Inland Empire is showing positive and encouraging results,but still more must be done to bring high-paying jobs to the region.Southern California as a whole continues to lag behind Northern California in economic recovery, and law makers still wrestle with the right mix of industries, land use, regulatory controls and an increasingly diverse population.Don't miss this panel as leading policy makers discuss the state's top issues including affordable housing,Cap and Trade,CEQA reform and transportation funding. What is Driving the Future? Driverless cars, lane centering systems,adaptive cruise control, mobile applications, and other innovations are becoming an ever-closer reality.US Secretary of Transportation Anthony Foxx is on record saying he expects driverless cars to be in use all over the world within the next 10 years.Meanwhile,the Obama administration is proposing to spend nearly$4 billion in a decade to accelerate the acceptance of driverless cars on U.S. roads and to curb traffic fatalities and travel delays. Clearly,the technologies are being readied, but are consumers ready to let go the wheel?Driverless cars have yet to hit the road,but already they're steeped in controversy.Who makes life or death decisions that normally are left to the car's driver? Who decides if there's room to make a lane change when traffic is going faster than legal speed limits?As new technologies rapidly emerge,so too does our desire to know how these innovations will impact our transportation system and everyday lives.This session will explore the types of transportation technologies that are emerging and their impact on our communities and our lives.Come join us and peer into your future. SOUTHERN CALIFORNIA 0 ASSOCIATION of GOVERNMENTS 5 YEARS 2016 REGIONAL CONFERENCE & GENERAL ASSEMBLY POWER OF THE PAST, FORCE OF THE FUTMi 4 printed on recycled paper 2125 201,615 29 ANNUAL MEETING i5PV/-'A1N1S I Mk t ASSOCIATIONoF GOVERNMENTS IL Main Office 818 West 7th Street 12th Floor Please Note Date and Time Los Angeles,California Thursday, May 5, 2016 90017-3435 t(213)236-1800 11:00 a.m. - 12:00 p.m. f(213)236-1825 www scag.ca gov La Quinta Resort & Club Flores Ballroom Officers President 49-499 Eisenhower Drive Cheryl'Viegas-Walker,EI Centro First Vice President La Quinta, CA 92253 Michele Martinez,Santa Ana Second Vice President Tel: (760) 564-4111 Margaret Finlay,Duarte Immediate Past President Carl Morehouse,San Buenaventura If members of the public wish to review the attachments or have any questions Executive/Administration on any of the agenda items, please contact Tess Rey-Chaput at (213) 236-1908 Committee Chair or via email at REY@scag.ca.gov. Agendas & Minutes for the General Assembly CherylViegas-Walker,El Centro are also available at: httpil/www.scag.ca.-gov/com(nitteesiPages/default.aspx Policy Committee Chairs SCAG, in accordance with the Americans with Disabilities Act (ADA), will Community,Committee and Human Development accommodate persons who require a modification of accommodation in order to Bill Jahn,Big Bear Lake participate in this meeting. SCAG is also committed to helping people with Energy&Environment limited proficiency in the English language access the agency's essential public Deborah Robertson,Rialto information and services. You can request such assistance by calling (213) 236- Transportation 1908. We request at least 72 hours notice to provide reasonable Alan Wapner,San Bernardino Associated Governments accommodations and we will make every effort to arrange for assistance as soon as possible. The Regional Council consists of 86 elected officials representing 191 cities,six counties,six County Transportation Commissions,one representative from the Transportation Corridor Agencies,one Tribal Government representative and one representative for the Air Districts within Southern California. 20159.3 pnnted on recycled paper GENERAL ASSEMBLY AGENDA THURSDAY, MAY 59 2016 The General Assembly may consider and act upon any of the items listed on the agenda regardless of whether they are listed as Information or Action Items. CALL TO ORDER (Hon. Cheryl Viegas-Walker, President) PUBLIC COMMENT PERIOD — Members of the public desiring to speak on items on the Agenda must fill out and present a Public Comment Card to the Assistant prior to speaking. Comments will be limited to three (3) minutes per speaker. The President has the discretion to reduce this time limit based upon the number of speakers. The President may limit the total time for all public comments to twenty (20) minutes. REVIEW AND PRIORITIZE AGENDA ITEMS CONSENT CALENDAR Page No. 1. Minutes of the May 7 2015 General Assembly Meeting Attachment 1 ACTION ITEMS 2. Fiscal Year (FY) 2016-17 General Fund Budget and Attachment 13 Membership Assessment Schedule Recommended Action: As recommended by the Regional Council, that the General Assembly adopt the Fiscal Year (FY) 2016-17 General Fund Budget and Membership Assessment Schedule; and authorize the Executive Director and the Chief Financial Officer to make adjustments that may be necessary after adoption of the budget (i.e. changes in membership assessment revenue, allocated fringe benefits and indirect cost allocations, etc.). 3. Proposed Resolution for Consideration by the General Attachment 25 Assembly Recommended Action: The Regional Council recommends that the General Assembly approve the proposed resolution described herein. "� r GENERAL ASSEMBLY AGENDA THURSDAY, MAY 59 2016 ACTION ITEMS - continued Page No. 4. Proposed Amendments to the SCAG Bylaws Attachment 29 Recommended Action: The Regional Council recommends that the General Assembly approve the proposed amendments to the Bylaws that are described herein. 5. 2016-2017 SCAG Board Officers Attachment 60 Recommended Action: Ratify the Regional Council's approval of the 2016-2017 SCAG Board Officer positions. PRESIDENT'S REPORT • Year In Review Attachment 61 • Recoenition of OutgoinLy President Chervl Vieeas-Walker • Remarks from Incomin4 President Michele Martinez ADJOURNMENT The 2017 Regional Conference and General Assembly is scheduled for Thursday, May 4— 5, 2017, at the JW Marriott Desert Springs Resort& Spa, 74-855 Country Club Drive, Palm Desert, CA 92260. 1 ii REQUESTS TO SPEAK City Council Meeting 05/10/16 REQUEST TO SPEAK CITY OF TEMECULA �qgq Date: I wisCtspeak on: Pu meant cCIT,Y\ OUNCIL/CSD / SSAA.R(DAp/\THHA/STP^FA (Circle One) ubject: C` '✓� 1 � (J W �� Qiya ❑ Agenda Item No. For ❑ Against ❑ T Request to Speak forms for Public Comments or items listed on the Consent Calendar must be submitted to the City Clerk prior to the City Council commencing the Public Comment period. For all Public Hearing or Council Business items on the Agenda, a Request to Speak form must be submitted to the City Clerk prior to the City Council addressing that item. The City Clerk will call your name when the matter comes up. Please go to the podium and state your ame for record. t +I Name: ` 1 l Address: � one Number: � \ If you are representingan organization group, lease-give t�e name: Please note that ail information presented at a City Council meeting becomes public record. All information provided is optional. REQUEST TO SPEAK CITY OF TEMECULA vR9 Date: I wish to speak on: ❑ Public Comment CITY \COUNCIL/CSD!SARDA/THA/TPFA(Circle One) /J Subject: ( �N1 U S t r I C /( P ❑ Agenda Item No. For ❑ Against ❑ Request to Speak forms for Public Comments or items listed on the Consent Calendar must be submitted to the City Clerk prior to the City Council commencing the Public Comment period. For all Public Hearing or Council Business items on the Agenda, a Request to Speak form must be submitted to the City Clerk prior to the City Council addressing that item. The City Clerk will call your name when the matter comes up. Please go to the podium and state your name for the record. Name: & /VgCkV''0/' /2w(-V w 0'r Address: ? (- �— (/� Phone Number: —� If you are representing an organization or group, please give the name: Please note that all information presented at a City Council meeting becomes public record. All information provided is optional.