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District Board Agenda Packet October 21, 2021 SOUTH TAHOE PUBLIC UTILITY DISTRICT REGULAR BOARD MEETING AGENDA Thursday, October 21, 2021 - 2:00 p.m. District Board Room 1275 Meadow Crest Drive, South Lake Tahoe, California David Peterson, Vice President BOARD MEMBERS Kelly Sheehan, President Chris Cefalu, Director Shane Romsos, Director Nick Exline, Director John Thiel, General Manager Paul Hughes, Chief Financial Officer 1. CALL TO ORDER REGULAR MEETING – PLEDGE OF ALLEGIANCE (At this time, please silence phones and other electronic devices so as not to disrupt the business of the meeting.) 2. COMMENTS FROM THE AUDIENCE (This is an opportunity for members of the public to address the Board on any short non-agenda items that are within the subject matter jurisdiction of the District. No discussion or action can be taken on matters not listed on the agenda, per the Brown Act. Each member of the public who wishes to comment shall be allotted five minutes, and no more than three individuals shall address the same subject.) 3. CORRECTIONS TO THE AGENDA OR CONSENT CALENDAR (For purposes of the Brown Act, all Action and Consent items listed give a brief description of each item of business to be transacted or discussed. Recommendations of the staff, as shown, do not prevent the Board from taking other action.) 4. ADOPTION OF CONSENT CALENDAR (Any item can be removed to be discussed and considered separately upon request. Comments and questions from members of the public, staff or Board can be taken when the comment does not necessitate separate action.) 5. CONSENT ITEMS BROUGHT FORWARD FOR SEPARATE DISCUSSION/ACTION 6. PRESENTATION Excellence in Information Technology Practices Award (Hong Sae, MISAC State Board President) 7. ITEMS FOR BOARD ACTION a. Wastewater Treatment Plant Solar Project (Julie Ryan, Engineering Department Manager and Trevor Coolidge, Senior Engineer) 1) Pursuant to Government Code section 4217.12, hold a Public Hearing at 2:00 p.m. to receive public comments regarding the South Tahoe Public Utility District’s consideration of a solar project at the District’s Wastewater Treatment Plant; and, 2) Adopt Resolution 3199-21 authorizing the District to enter into a Power Purchase Agreement and License Agreement with SSI DevCo, LLC, for a solar project at the District’s Wastewater Treatment Plant. b. Engineering Department Staffing (Julie Ryan, Engineering Department Manager) Authorize staff to extend the Limited Term Project Coordinator Position term by 2.5 years from January 2022 to June 2024. REGULAR BOARD MEETING AGENDA – October 21, 2021 PAGE – 2 c. Diamond Valley Ranch Facilities Emergency Repairs Project (John Thiel, General Manager) Continue the emergency action to repair the Diamond Valley Ranch Facilities per Resolution No. 3193-21. d. Caldor Fire Emergency Response (John Thiel, General Manager) Continue the emergency action to respond to the Caldor Fire per Resolution No. 3194-21. e. Approve Payment of Claims (Debbie Henderson, Accounting Manager) Approve Payment of Claims in the amount of $1,485,021.38. 8. STANDING AND AD-HOC COMMITTEES AND LIAISON REPORTS (Discussions may take place; however, no action will be taken.) 9. BOARD MEMBER REPORTS (Discussions may take place; however, no action will be taken.) 10. EL DORADO WATER AGENCY PURVEYOR REPORT 11. STAFF/ATTORNEY REPORTS (Discussions may take place; however, no action will be taken.) 12. GENERAL MANAGER REPORT (Discussion may take place; however, no action will be taken.) a. COVID-19 Update b. California Tahoe Alliance – Legislative Tour c. Tahoe Water Partnership d. Tahoe keys Water 13. NOTICE OF PAST AND FUTURE MEETINGS/EVENTS Past Meetings/Events 10/07/2021 – 2:00 p.m. Regular Board Meeting at the District 10/18/2021 – 3:30 p.m. Operations Committee Meeting at the District Future Meetings/Events 11/02/2021 – 3:30 p.m. System Efficiency and Sustainability Committee Meeting 11/04/2021 – 2:00 p.m. Regular Board Meeting at the District ADJOURNMENT (The next Regular Board Meeting is Thursday, November 4, 2021, at 2:00 p.m.) The South Tahoe Public Utility District Board of Directors regularly meets the first and third Thursday of each month. A complete Agenda packet is available for review at the meeting and at the District office during the hours of 8:00 a.m. and 5:00 p.m., Monday through Friday. A recording of the meeting is retained for 30 days after Minutes of the meeting have been approved. Items on the Agenda are numbered for identification purposes only and will not necessarily be considered in the order in which they appear. Designated times are for particular items only. Public Hearings will not be called to order prior to the time specified but may occur slightly later than the specified time. Public participation is encouraged. Public comments on items appearing on the Agenda will be taken at the same time the Agenda items are heard; comments should be brief and directed to the specifics of the item being considered. Please provide the Clerk of the Board with a copy of all written materials presented at the meeting. Comments on items not on the Agenda can be heard during “Comments from the Audience;” however, action cannot be taken on items not on the Agenda. Backup materials relating to an open session item on this Agenda, which are not included with the Board packet, will be made available for public inspection at the same time they are distributed or made available to the Board, and can be viewed at the District office, at the Board meeting and upon request to the Clerk of the Board. The meeting location is accessible to people with disabilities. Every reasonable effort will be made to accommodate participation of the disabled in all of the District’s public meetings. If particular accommodations are needed, please contact the Clerk of the Board at (530) 544-6474, extension 6203. All inquiries must be made at least 48 hours in advance of the meeting. REGULAR BOARD MEETING AGENDA – October 21, 2021 PAGE – 3 SOUTH TAHOE PUBLIC UTILITY DISTRICT CONSENT CALENDAR Thursday, October 21, 2021 ITEMS FOR CONSENT a. THREE CALPERS REQUIRED PAY LISTING BY POSITION (Debbie Henderson, Accounting Manager) 1) Adopt Resolution No. 3196-21 which corrects the Pay Listing by Position for the pay listing effective June 24, 2021, for the Operator-in-Training; 2) Adopt Resolution No. 3197-21 which adds one new position for Asset Maintenance Specialist and removes Maintenance Mechanic Technician I-Special Rate effective August 5, 2021; and, 3) Adopt Resolution No. 3198-21 which adds one new position for Grants Specialist effective September 27, 2021. b. ASSOCIATION OF CALIFORNIA WATER AGENCIES 2022 DUES (John Thiel, General Manager) Authorize Association of California Water Agencies 2022 Membership Dues Renewal in the amount of $26,800. c. REGULAR BOARD MEETING MINUTES: October 7, 2021 (Melonie Guttry, Executive Services Manager/Clerk of the Board) Approve October 7, 2021, Minutes BOARD AGENDA ITEM 4a TO: Board of Directors FROM: Debbie Henderson, Accounting Manager MEETING DATE: October 21, 2021 ITEM – PROJECT NAME: Three CalPERS Required Pay Listing by Position REQUESTED BOARD ACTION: 1) Adopt Resolution No. 3196-21 which corrects the Pay Listing by Position for the pay listing effective June 24, 2021, for the Operator-in-Training; 2) Adopt Resolution No. 3197-21 which adds one new position for Asset Maintenance Specialist and removes Maintenance Mechanic Technician I-Special Rate effective August 5, 2021; and, 3) Adopt Resolution No. 3198-21 which adds one new position for Grants Specialist effective September 27, 2021. DISCUSSION: California Public Employees’ Retirement System (CalPERS) requires each revision of a combined salary schedule listing all positions at the District be formally adopted by the Board of Directors. The listing must be retained by the District and must be available for public inspection for not less than five (5) years. This revision addresses salary adjustments for positions as listed above. SCHEDULE: Post pay listing effective September 27, 2021, on website following approval COSTS: N/A ACCOUNT NO: N/A BUDGETED AMOUNT AVAILABLE: N/A ATTACHMENTS: Resolution No. 3196-21, Corrected Pay Listing by Position for effective date June 24, 2021; Resolution No. 3197-21, Pay Listing by Position for effective date August 5, 2021; Resolution No. 3198-21, Pay Listing by Position for effective date September 27, 2021 _____________________________________________________________________________________ CONCURRENCE WITH REQUESTED ACTION: CATEGORY: General GENERAL MANAGER: YES NO CHIEF FINANCIAL OFFICER: YES NO General Manager John Thiel Directors Chris Cefalu Shane Romsos David Peterson Kelly Sheehan Nick Exline 1 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 RESOLUTION NO. 3196-21 A RESOLUTION BY THE BOARD OF DIRECTORS OF THE SOUTH TAHOE PUBLIC UTILITY DISTRICT FORMALLY ADOPTING PAY LISTING BY POSITION FOR THE EFFECTIVE DATE OF JUNE 24, 2021, SUPERCEDES RESOLUTION NO. 3192-21 WHEREAS, the Board of Directors of South Tahoe Public Utility District and the Board of Administration of California Public Employees’ Retirement System entered into a Contract, effective June 19, 2003, and amended effective April 19, 2007, providing for the participation of said public agency in the California Public Employees’ Retirement System; and, WHEREAS, the Government Code and CCR, Title 2, Section 570.5 requires that one combined pay schedule, adopted by the Board of Directors, for every employee position, including the Board of Directors, be made available for public inspection and retained for not less than five years; and WHEREAS, the South Tahoe Public Utility District corrected Pay Listing by Position for the effective dates of June 24, 2021, is incorporated herein. NOW, THEREFORE, BE IT RESOLVED that the Board of Directors of South Tahoe Public Utility District hereby formally adopts the above-mentioned Pay Listing by Position for the effective date of June 24, 2021. WE, THE UNDERSIGNED, do hereby certify that the above and foregoing Resolution was duly and regularly adopted and passed by the Board of Directors of the South Tahoe Public Utility District at a regular meeting held on the 21st day of October, 2021, by the following vote: AYES: NOES: ABSENT: ________________________________ Kelly Sheehan, Board President South Tahoe Public Utility District ATTEST: _________________________________ Melonie Guttry, Clerk of the Board South Tahoe Public Utility District 2 3 4 5 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 RESOLUTION NO. 3197-21 A RESOLUTION BY THE BOARD OF DIRECTORS OF THE SOUTH TAHOE PUBLIC UTILITY DISTRICT FORMALLY ADOPTING PAY LISTING BY POSITION FOR THE EFFECTIVE DATE OF AUGUST 5, 2021 WHEREAS, the Board of Directors of South Tahoe Public Utility District and the Board of Administration of California Public Employees’ Retirement System entered into a Contract, effective June 19, 2003, and amended effective April 19, 2007, providing for the participation of said public agency in the California Public Employees’ Retirement System; and, WHEREAS, the Government Code and CCR, Title 2, Section 570.5 requires that one combined pay schedule, adopted by the Board of Directors, for every employee position, including the Board of Directors, be made available for public inspection and retained for not less than five years; and WHEREAS, the South Tahoe Public Utility District corrected Pay Listing by Position for the effective dates of August 5, 2021, is incorporated herein. NOW, THEREFORE, BE IT RESOLVED that the Board of Directors of South Tahoe Public Utility District hereby formally adopts the above-mentioned Pay Listing by Position for the effective date of August 5, 2021. WE, THE UNDERSIGNED, do hereby certify that the above and foregoing Resolution was duly and regularly adopted and passed by the Board of Directors of the South Tahoe Public Utility District at a regular meeting held on the 21st day of October, 2021, by the following vote: AYES: NOES: ABSENT: ________________________________ Kelly Sheehan, Board President South Tahoe Public Utility District ATTEST: _________________________________ Melonie Guttry, Clerk of the Board South Tahoe Public Utility District 6 7 8 9 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 RESOLUTION NO. 3198-21 A RESOLUTION BY THE BOARD OF DIRECTORS OF THE SOUTH TAHOE PUBLIC UTILITY DISTRICT FORMALLY ADOPTING PAY LISTING BY POSITION FOR THE EFFECTIVE DATE OF SEPTEMBER 27, 2021 WHEREAS, the Board of Directors of South Tahoe Public Utility District and the Board of Administration of California Public Employees’ Retirement System entered into a Contract, effective June 19, 2003, and amended effective April 19, 2007, providing for the participation of said public agency in the California Public Employees’ Retirement System; and, WHEREAS, the Government Code and CCR, Title 2, Section 570.5 requires that one combined pay schedule, adopted by the Board of Directors, for every employee position, including the Board of Directors, be made available for public inspection and retained for not less than five years; and WHEREAS, the South Tahoe Public Utility District corrected Pay Listing by Position for the effective dates of September 27, 2021, is incorporated herein. NOW, THEREFORE, BE IT RESOLVED that the Board of Directors of South Tahoe Public Utility District hereby formally adopts the above-mentioned Pay Listing by Position for the effective date of September 27, 2021. WE, THE UNDERSIGNED, do hereby certify that the above and foregoing Resolution was duly and regularly adopted and passed by the Board of Directors of the South Tahoe Public Utility District at a regular meeting held on the 21st day of October, 2021, by the following vote: AYES: NOES: ABSENT: ________________________________ Kelly Sheehan, Board President South Tahoe Public Utility District ATTEST: _________________________________ Melonie Guttry, Clerk of the Board South Tahoe Public Utility District 10 11 12 13 BOARD AGENDA ITEM 4b TO: Board of Directors FROM: John Thiel, General Manager MEETING DATE: October 21, 2021 ITEM – PROJECT NAME: Association of California Water Agencies 2022 Dues REQUESTED BOARD ACTION: Authorize Association of California Water Agencies 2022 Membership Dues Renewal in the amount of $26,800. DISCUSSION: For more than 22 years the District has been an active member of the Association of California Water Agencies (ACWA). ACWA represents more than 450 water agencies statewide who collectively deliver more than 90% of the water in California. The District is represented on regional issues (Region 3 Board of Directors), federal legislative advocacy efforts (Federal Affairs Committee), ACWA financing (Finance Committee) and groundwater issues (Groundwater Committee). SCHEDULE: 2022 Dues COSTS: $26,800 ACCOUNT NO: 20.42.6250 BUDGETED AMOUNT AVAILABLE: $69,700 ATTACHMENTS: ACWA 2022 Annual Agency Dues Invoice ___________________________________________________________________________________ CONCURRENCE WITH REQUESTED ACTION: CATEGORY: Sewer/Water GENERAL MANAGER: YES NO CHIEF FINANCIAL OFFICER: YES NO General Manager John Thiel Directors Chris Cefalu Shane Romsos David Peterson Kelly Sheehan Nick Exline 14 15 16 17 18 SOUTH TAHOE PUBLIC UTILITY DISTRICT David Peterson, Vice President BOARD MEMBERS Kelly Sheehan, President Chris Cefalu, Director Shane Romsos, Director Nick Exline, Director John Thiel, General Manager Paul Hughes, Chief Financial Officer REGULAR MEETING OF THE BOARD OF DIRECTORS SOUTH TAHOE PUBLIC UTILITY DISTRICT October 7, 2021 MINUTES The South Tahoe Public Utility District Board of Directors met in a regular session, 2:00 p.m., at the District Office, located at 1275 Meadow Crest Drive, South Lake Tahoe, California. ROLL CALL: Board of Directors: President Sheehan, Directors Cefalu, Romsos, Peterson, Exline Staff: John Thiel, Paul Hughes, Gary Kvistad, Melonie Guttry, Bren Borley, Julie Ryan, Chris Stanley, Tim Bledsoe, Chris Skelly, Stephen Caswell, Susan Rasmussen, Erika Franco, Heidi Baugh, Greg DuPree, Debbie Henderson, Cliff Bartlett CORRECTIONS TO THE AGENDA OR CONSENT CALENDAR: None CONSENT CALENDAR: Moved Cefalu/Second/Sheehan Yes/Cefalu Yes/Romsos Yes/Peterson Yes/Exline Yes to approve the Consent Calendar as presented. a. RECEIVE AND FILE THE JUNE 30, 2021, INCOME STATEMENT (Paul Hughes, Chief Financial Officer) Received and filed the June 30, 2021, Income Statement and Balance Sheet Reports. b. RESOLUTION FOR BUREAU OF RECLAMATION WATERSMART DROUGHT RESPONSE PROGRAM: DROUGHT RESILIENCY PROJECTS FOR FISCAL YEAR 2022 GRANT (Lynn Nolan, Grants Coordinator) Adopted Resolution No. 3195-21approving grant funding for the Water Loss Data System Implementation Project to the Bureau of Reclamation WaterSMART Drought Response Program: Drought Resiliency Projects for Fiscal Year 2022 Grant Program. c. REGULAR BOARD MEETING MINUTES: September 16, 2021 (Melonie Guttry, Executive Services Manager/Clerk of the Board) Approved September 16, 2021, Minutes 19 REGULAR BOARD MEETING MINUTES October 7, 2021 PAGE – 2 PRESENTATION President Sheehan presented the Finance Department with the Award of Government Finance Officers Certificate of Achievement in Excellence in Financial Reporting. ITEMS FOR BOARD ACTION a. Purchase of Onsite Generators at Al Tahoe and Upper Truckee Pump Stations (Cliff Bartlett, Fleet and Equipment Supervisor and Heidi Baugh, Purchasing Agent) – Cliff Bartlett provided details regarding the proposed onsite generators at Al Tahoe and Upper Truckee Pump Stations and addressed questions from the Board. He further explained that these generators are 75% grant funded and Julie Ryan provided details regarding battery storage. Moved Sheehan/Second Peterson/Sheehan Yes/Cefalu Yes/Romsos Yes/Peterson Yes/Exline Yes to 1) Authorize Smith Power Products Inc. to be the sole source provider for the purchase of MTU Generators; 2) Authorize purchase of two MTU 350 kilowatt Generators from Smith Power Products, Inc. in the approximate amount of $144,730 to replace existing generators at Al Tahoe Pump Station and Upper Truckee Pump Station. b. Recycled Water Strategic Plan (Stephen Caswell, Principal Engineer) – Stephen Caswell presented details regarding the Recycled Water Strategic Plan Phase 1 and addressed questions from the Board. Moved Romsos/Second Peterson/Sheehan Yes/Cefalu Yes/Romsos Yes/Peterson Yes/Exline Yes to approve proposal from Carollo Engineers, Inc. in the amount of $389,971 for engineering services for the Recycled Water Strategic Plan Phase 1 and authorize the General Manager to execute Task Order No. 25 to the Master Services Agreement with Carollo Engineers, Inc. c. Diamond Valley Ranch Facilities Emergency Repairs Project (John Thiel, General Manager) – John Thiel provided an update regarding work completed and continuing at Diamond Valley Ranch Facilities for the Emergency Repairs Project. Moved Sheehan/Second Peterson/Sheehan Yes/Cefalu Yes/Romsos Yes/Peterson Yes/Exline Yes to continue the emergency action to repair the Diamond Valley Ranch Facilities per Resolution No. 3193-21. d. Caldor Fire Emergency Response (John Thiel, General Manager) – John Thiel provided details regarding the status of the Caldor Fire and the Emergency Response. Director Exline provided kudos to staff for all efforts throughout the entire emergency process from star to cleanup. Moved Sheehan/Second Peterson/Sheehan Yes/Cefalu Yes/Romsos Yes/Peterson Yes/Exline Yes to continue the emergency action to respond to the Caldor Fire per Resolution No. 3194-21. e. Mid-year Service Charge Rate Increase (John Thiel, General Manager and Paul Hughes, Chief Financial Officer) – John Thiel and Paul Hughes provided information regarding a potential current year, mid-year rate increase that would take place in January, as well as reviewed a brief history from budget meetings earlier in the year. Paul Hughes explained that due to unbudgeted expenditures over this past year, any rate increase in January will be needed to offset those expenditures, leaving no new money for projects. The Board discussed their considerations regarding a mid-year rate increase and that there is a lot of work to be done at the District and 20 REGULAR BOARD MEETING MINUTES October 7, 2021 PAGE – 3 the District needs to get back on track. The financial plan is probably underfunded now, due to inflation. The cost of the proposed rate increase is approximately $17 per quarter, per customer for water and sewer combined. The District is well below 30% of the average for rates around the Lake. Connection fees are also being reviewed as a separate item and will be brought to the Board once the consultant has refined the study. By consensus, the Board directed staff to hold off until May on rate increases and not entertain a mid-year rate increase. f. Approve Payment of Claims (Debbie Henderson, Accounting Manager) Moved Sheehan/Second Peterson/Sheehan Yes/Cefalu Yes/Romsos Yes/Peterson Yes/Exline Yes to approve Payment of Claims in the amount of $3,258,133.64. STANDING AND AD-HOC COMMITTEES AND LIAISON REPORTS: Nothing to report BOARD MEMBER REPORTS: Director Exline commented that he recently experienced the burn areas over Echo Summit. Director Romsos reported that he drove the Caldor Fire burn areas recently also and wanted to recognize the District for its efforts in providing water throughout the fire. Director Peterson invited everyone to a workshop on Saturday, October 9, from 9 a.m. to noon at the Tahoe Keys Pavilion regarding aquatic weeds. EL DORADO WATER AGENCY PURVEYOR REPORT: Nothing to report Staff Attorney Reports: Attorney Kvistad reported the California Governor’s Emergency Executive Order allowing for virtual public meetings expired on September 30, 2021. As a result, Assembly Bill 361 passed September 10, and was signed into law September 26, set to expire on December 31, 2023, allowing some variation of virtual meetings to continue. Local agencies are allowed to continue conducting meetings virtually so long as the Governor has proclaimed a state of emergency and the Bill imposes new requirements for authorizing and holding such virtual meetings. One such requirement is that the Board would be required to determine that in person meetings were not in the best interest of health and safety and that decision would need to be put on the Agenda and voted on every 30 days. If the Board desires to continue virtual meetings, it can be done, but with a lot of additional requirements. Chris Skelly provided details regarding staff efforts in order to continue to allow virtual meeting access including staff time and costs associated. After discussion and by consensus, the Board will not be holding virtual meetings going forward but may want to continue to hold committee meetings virtually. Attorney Kvistad will follow up with information to determine if this option is allowable. GENERAL MANAGER REPORT: John Thiel reported on several items: • Provided a staffing update and announced that Buck McClelland was the successful candidate for the Underground Repair Water Supervisor position - congratulations to him! • Provided a COVID-19 update, one staff member out positive with no symptoms and another out as a precaution, as a family member has tested positive. The District is awaiting direction from the State regarding any vaccine mandates. 21 REGULAR BOARD MEETING MINUTES October 7, 2021 PAGE – 4 • Provided details regarding funding that is coming from the City of South Lake Tahoe for fire hydrants within the city limits. Shelly Thomsen has been working with the Fire Department regarding the adopt-a-hydrant program and will bring more information forward as it becomes available. • Lake Tahoe Community College recently recognized the District for efforts throughout the Caldor Fire during their recent State of the College address. • California Tahoe Alliance and the District will be hosting approximately 30 people on Tuesday, October 12 for a fire related presentation with a tour of the Caldor Fire burn areas. This is being done to emphasize the message that more funding is needed for wildfires. BREAK AND ADJOURN TO CLOSED SESSION: 3:44 p.m. RECONVENE TO OPEN SESSION: 4:01 p.m. a. Pursuant to Government Code Section 54956.9(d)(2) of the California Government code, Closed Session may be held for a conference with legal counsel (two cases). No reportable Board Action ITEMS FOR BOARD ACTION – CONTINUED a. Liability Claim Against the South Tahoe Public Utility District received from Jeff Lee (Tim Bledsoe, Manager of Customer Service) – Tim Bledsoe presented information regarding the liability claim against the District and addressed questions from the Board. Moved Cefalu/Second Sheehan/Sheehan Yes/Cefalu Yes/Romsos Yes/Peterson Yes/Exline Yes to reject the claim against the South Tahoe Public Utility District for losses allegedly sustained by Jeff Lee and request the Joint Powers Insurance Authority to resolve the claim. b. Liability Claim Against the South Tahoe Public Utility District received from Gary Stuber (Tim Bledsoe, Manager of Customer Service) – Tim Bledsoe presented information regarding the liability claim against the District and addressed questions from the Board. Moved Cefalu/Second Sheehan/Sheehan Yes/Cefalu Yes/Romsos Yes/Peterson Yes/Exline Yes to reject claim against the South Tahoe Public Utility District for losses allegedly sustained by Gary Stuber and request the Joint Powers Insurance Authority to resolve the claim. ADJOURNMENT: 4:02 p.m. _______________________________________ Kelly Sheehan, Board President South Tahoe Public Utility District ________________________________________ Melonie Guttry, Clerk of the Board South Tahoe Public Utility District 22 BOARD AGENDA ITEM 7a TO: Board of Directors FROM: Julie Ryan, Engineering Department Manager Trevor Coolidge, Senior Engineer MEETING DATE: October 21, 2021 ITEM – PROJECT NAME: Wastewater Treatment Plant Solar Project REQUESTED BOARD ACTION: 1) Pursuant to Government Code section 4217.12, hold a Public Hearing at 2:00 p.m. to receive public comments regarding the South Tahoe Public Utility District’s consideration of a solar project at the District’s Wastewater Treatment Plant; and, 2) Adopt Resolution 3199-21 authorizing the District to enter into a Power Purchase Agreement and License Agreement with SSI DevCo, LLC, for a solar project at the District’s Wastewater Treatment Plant. DISCUSSION: California Government Code sections 4217.10 – 4217.18 were enacted in 1984 as a result of an energy crisis. The purpose of these statutes was to assist public agencies in expediting construction and financing of energy projects and energy conservation measures. These statutes eliminate the necessity to separately contract for the design and construction of a solar energy project, as well as providing public agencies with an exception from statutory competitive bidding requirements for public works projects that are related to renewable energy and energy conservation. Under these provisions of the Government Code, the South Tahoe Public Utility District (“District”) must do the following for developing a solar project at the District’s Wastewater Treatment Plant: 1) Provide a public notice two weeks in advance of a Public Hearing to receive public comment on the solar project; and, 2) Following the Public Hearing, consider adopting Resolution 3199-21 authorizing the procurement of the solar project by entering into the Power Purchase Agreement (“PPA”) and License Agreement with SSI DevCo, LLC. In May 2020, the District and the City of South Lake Tahoe (“City”), with the assistance of the Sustainable Energy and Economic Development Fund’s consultant, Optony, Inc. (“Optony”), requested proposals from qualified companies to design, construct, operate and maintain a solar project at the District’s Wastewater Treatment Plant (“District Solar Project”) and on certain City buildings (“City Solar Project”). In July 2020, after receipt and review of the proposals submitted by qualified companies, SSI DevCo, LLC, was selected as being the most qualified company based on their proposal. Since then, the District and the City, again with the assistance of Optony, have been jointly General Manager John Thiel Directors Chris Cefalu Shane Romsos David Peterson Kelly Sheehan Nick Exline 23 Julie Ryan and Trevor Coolidge Page 2 October 21, 2021 negotiating the common terms of the PPA and License Agreement with SSI DevCo, LLC, for the District Solar Project and the City Solar Project. After the common terms for the PPA and License Agreement were negotiated for both projects, the District has been further negotiating the specific terms of the PPA and License Agreement for the District Solar Project. Copies of the current draft PPA and draft License Agreement are attached to this Agenda Item. Sustainable Energy and Economic Development Fund is being compensated in the amount of $155,873 which is 3.5% of the estimated project cost. This cost is built into the cost of the District Solar Project and paid by SSI DevCo, LLC, pursuant to the terms of the PPA. SCHEDULE: N/A COSTS: N/A ACCOUNT NO: N/A BUDGETED AMOUNT AVAILABLE: N/A ATTACHMENTS: Resolution 3199-21, Draft Power Purchase Agreement and Draft License Agreement ___________________________________________________________________________________ CONCURRENCE WITH REQUESTED ACTION: CATEGORY: Sewer/Water GENERAL MANAGER: YES NO CHIEF FINANCIAL OFFICER: YES NO 24 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RESOLUTION NO. 3199-21 A RESOLUTION OF THE SOUTH TAHOE PUBLIC UTILITY DISTRICT TO AUTHORIZE ENTERING INTO POWER PURCHASE AGREEMENT AND LICENSE AGREEMENT WITH SSI DEVCO, LLC, FOR A SOLAR PHOTOVOLTAIC PROJECT WHEREAS, it is the policy of the State of California and the intent of the State Legislature to promote all feasible means of energy conservation and all feasible uses of alternative energy supply sources; and, WHEREAS, the South Tahoe Public Utility District (“District”) desires to reduce the steadily rising costs of meeting the energy needs at its facilities; and, WHEREAS, pursuant to Government Code section 4217.16, the District may request proposals for a solar project from qualified persons and, after evaluating the proposals, the public District may award the contract on the basis of the experience of the company, the type of technology employed by the company, the cost to the District, and any other relevant considerations; and, WHEREAS, the District, with the assistance of the Sustainable Energy and Economic Development Fund’s consultant, Optony, Inc. (“Optony”), requested proposals from qualified companies to design, construct, operate and maintain a solar photovoltaic project at the District’s wastewater treatment plant (“Solar Project”) based on the overall proposed energy cost-savings, experience, and other relevant considerations; and, WHEREAS, after review of proposals submitted by qualified companies, SSI DevCo, LLC, was selected as being the most qualified company based on its proposal that was submitted in response to the requirements of the request for proposals; and, WHEREAS, SSI DevCo, LLC, through its consultant, ProStar Energy Solutions, has provided the District with an analysis (“Analysis”) showing the cost savings and other benefits of implementing certain energy generation measures through the installation of the Solar Project at the District’s wastewater treatment plant; and, WHEREAS, California Government Code section 4217.12 authorizes a public agencies to enter into an energy service contract with respect to an energy conservation facility and facility ground license if its governing body determines, at 25 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 a regularly scheduled public hearing, public notice of which is given at least two weeks in advance, that the anticipated cost to the District for the alternative energy project will be less than the anticipated marginal cost to the District of electrical energy that would have been consumed by the District in the absence of such energy project and the difference, if any, between the fair rental value for the real property subject to the facility ground license and the agreed rent, is anticipated to be offset by below-market energy purchases or other benefits provided under the power purchase agreement; and, WHEREAS, the District proposes to enter into a power purchase agreement (“Power Purchase Agreement”) and facility ground license (“License Agreement”) with SSI DevCo, LLC, pursuant to which SSI DevCo, LLC, will design, construct, install, maintain, and operate the Solar Project on District’s property and arrange with the local utility for interconnection of the Solar Project with the local utility’s power grid which will generate energy for the District’s wastewater treatment plant; and, WHEREAS, the Analysis includes data showing that the anticipated cost to the District for the electrical energy provided by the Project will be less than the anticipated marginal cost to the District of electrical energy that would have been consumed by the District in the absence of those purchases; and, WHEREAS, the difference, if any, between the fair rental value for the real property subject to the License Agreement and the agreed rent, is anticipated to be offset by below-market energy purchases or other benefits provided under the energy service contract due to the land use restrictions for the District’s property and limited access to the Solar Project site; and, WHEREAS, the Board proposes to enter into the Power Purchase Agreement and License Agreement with SSI DevCo, LLP, substantially in the form presented at this Board of Directors meeting, subject to such further changes, insertions or omissions as the District General Manager and legal counsel reasonably deems necessary following the Board’s adoption of this Resolution; and, WHEREAS, pursuant to Government Code section 4217.12, the Board held a public hearing before adoption of this Resolution, public notice of which was given at least two weeks in advance, to receive public comment. 26 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 NOW, THEREFORE, BE IT RESOLVED AS FOLLOWS: 1. That based on staff reports reviewed by the Board of Directors of the District (“Board”), public comment and the administrative record as a whole, the Board finds that the terms of the Power Purchase Agreement and License Agreement are in the best interest of the District. 2. In accordance with Government Code section 4217.12, and based on data provided by the Analysis, the Board finds that the anticipated cost to the District for electrical energy provided by the Project under the Power Purchase Agreement will be less than the anticipated marginal cost to the District of electrical energy that would have been consumed by the District in the absence of those purchases. 3. In accordance with Government Code section 4217.12 and based on the land use restrictions for the District’s property and limited access to the Solar Project site, the Board finds that the difference, if any, between the fair rental value for the real property subject to the License Agreement is anticipated to be offset by below-market energy purchases or other benefits provided under the energy service contract. 4. The Board approves and authorizes the execution of the Power Purchase Agreement and License Agreement with SSI DevCo, LLC, all of which shall be subject to such further changes, insertions or omissions as the District’s General Manager and legal counsel reasonably deem necessary. 5. The District’s General Manager, or his designee, is further authorized and directed to execute and deliver any and all papers, instruments, opinions, certificates, affidavits, and other documents and to do or cause to be done any and all other acts and things necessary or proper for carrying out this Resolution and the terms and conditions of the Power Purchase Agreement and License Agreement. WE, THE UNDERSIGNED, do hereby certify that the above and foregoing Resolution was duly adopted and passed by the Board of Directors of the South Tahoe Public Utility District at a regularly scheduled meeting held on the 21st day of October, 2021, by the following vote: 27 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 AYES: NOES: ABSENT: _______________________________________ Kelly Sheehan, President South Tahoe Public Utility District ATTEST: By: ___________________________________ Melonie Guttry, Clerk of the Board South Tahoe Public Utility district 28 23258800.1 DRAFT 10/14/21 3:30PM STPUD: Final Draft - 10.14.2021 POWER PURCHASE AGREEMENT By and Between SSI DevCo, LLC (“Seller”) and South Tahoe Public Utility District (“Purchaser”) Dated as of October __, 2021 29 STPUD: Final Draft 10.14.2021 1 POWER PURCHASE AGREEMENT (STPUD WTP Project) This Power Purchase Agreement (this “Agreement”) is made this ___ day of October, 2021 (the “Effective Date”), by and between SSI DevCo, LLC, a Delaware limited liability company (the “Seller”), and South Tahoe Public Utility District, a California public utility district (the “Purchaser”) at South Lake Tahoe, California. Seller and Purchaser are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. WITNESSETH: WHEREAS, Seller desires to construct, own and operate a solar energy system with a total aggregate nameplate capacity rated at approximately 1,408 kW DC (as further defined in Article I of this Agreement, the “System”) upon certain real property owned by Purchaser and specified in Exhibit A (the “Site”); WHEREAS, Seller is entering into a License Agreement with Purchaser for the Site (the “License Agreement”), dated as of the date hereof, which is incorporated by this reference; and WHEREAS, Seller desires to sell and deliver to Purchaser, and Purchaser desires to purchase and receive from Seller, electricity that may be generated by the System for the term of this Agreement, subject to the terms and conditions provided herein. NOW THEREFORE, in consideration of the mutual obligations and undertakings herein contained, and intending to be legally bound hereby, the Parties hereto agree as follows: ARTICLE I DEFINITIONS; RULES OF INTERPRETATION Unless otherwise required by the context in which any term appears: (i) capitalized terms used in this Agreement shall have the meanings specified in this Article I; (ii) the singular shall include the plural and vice versa; (iii) references to “articles”, “Sections”, “schedules”, “annexes”, “appendices” or “exhibits”, if any, shall be to Articles, Sections, Schedules, Annexes, Appendices or Exhibits hereof; (iv) all references to a particular entity shall include a reference to such entity’s successors and permitted assigns; (v) the words “herein,” “hereof” and “hereunder” shall refer to this Agreement as a whole and not to any particular Article or subparagraph hereof; (vi) all accounting terms not specifically defined herein shall be construed in accordance with generally accepted accounting principles in the United States of America, consistently applied; (vii) the words “include,” “includes” and “including” mean include, includes and including “without limitation;” (viii) references to this Agreement shall include a reference to all appendices, annexes, schedules and exhibits hereto, as the same may be amended, modified, supplemented or replaced from time to time; and (ix) the masculine shall include the feminine and neuter and vice versa. The Parties have collectively prepared this Agreement, and none of the provisions hereof shall be construed against one Party on the ground that such Party is the author of this Agreement or any part hereof. Certain terms in this Agreement shall be defined as follows: 30 STPUD: Final Draft 10.14.2021 2 “Affiliate” shall mean, with respect to a person or entity, each person or entity that directly, or indirectly controls, is controlled by or is under common control with, such person or entity. For purposes of this definition, “control” (including, with its correlative meanings, the terms “controlled by” and “under common control with”), as used with respect to any such person or entity, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person or entity, whether through the ownership of voting securities or by contract or otherwise. “Applicable Laws” shall mean, with respect to any Person, all laws, statutes, codes, acts, treaties, ordinances, orders, judgments, writs, decrees, injunctions, rules, regulations, governmental approvals, licenses and permits, directives and requirements of all regulatory and other governmental authorities. “Bankruptcy Code” shall mean the United States Bankruptcy Code, 11 U.S.C. § 101, et seq., as amended. “Business Day” shall mean each Monday through and including Friday during the Term other than nationally recognized holidays or a day when the Federal Reserve Banks in New York are closed to the public. “Claim Notice” shall have the meaning set forth in Section 19.4. “Code” shall mean the Internal Revenue Code of 1986, as amended. “Commercial Operation Date” shall mean the date that Seller provides notice to Purchaser that (i) the electric generating equipment and control systems of the System have been completely installed and commissioned, including, but not limited to, the process of starting up, testing and normalization of all operating systems, (ii) the System has received permission to operate from the applicable Utility, and (iii) the System has demonstrated that it has generated and delivered Energy Output to the Delivery Point. “Curtailment Allotment” shall have the meaning assigned to such term in Section 2.5. “Daylight Hours” shall mean the period of time between one-half hour before the official sunrise through one-half hour after the official sunset. “Delivery Point” shall mean the meter point at which Energy Output from the System is delivered to the adjacent substation, as shown on Exhibit A. “Dispute” shall have the meaning assigned to such term in Section 21.1. “Effective Date” shall have the meaning set forth in the preamble hereto. 31 STPUD: Final Draft 10.14.2021 3 “Energy Output” shall mean the actual kilowatt hours (kWh) of energy generated by the System and delivered or made available for delivery to the Delivery Point in any given period of time. For the avoidance of doubt, Energy Output does not include RECs or Other Credits. “Energy Payment” shall have the meaning assigned to such term in Section 6.1(c). “Energy Rate” shall mean the rate for Energy Output set forth in Exhibit B hereto. “Event of Default” shall have the meaning assigned to such term in Section 12.1. “Expected Annual Energy Output” shall mean the expected annual kilowatt hours (kWh) of Energy Output, as set forth on Exhibit D hereto. “Expiration Date” shall have the meaning assigned to such term in Section 6.1. “Fair Market Value” means the price, as determined by the mutual agreement of the Parties, that would be paid in an arm’s length, free market transaction, in cash, between an informed, willing seller and an informed, willing buyer (who is neither a lessee in possession nor a used equipment or scrap dealer), neither of whom is under compulsion to complete the transaction, taking into account, among other things, the age and performance of the System and advances in solar technology; provided that installed equipment shall be valued on an installed basis. Costs of removal from a current location shall not be a deduction from the valuation. If unable to agree, the Parties shall select a nationally recognized independent appraiser with experience and expertise in the solar photovoltaic industry to value the System; such valuation to be binding absent fraud or manifest error. The costs of the appraisal shall be borne by the Seller. If the Parties are unable to agree on the selection of an appraiser, such appraiser shall be selected by two proposed appraiser firms, one selected by each Party. “Financing Part(ies)” shall mean any and all Persons or successors or assignees thereof lending money or extending credit to Seller or an Affiliate of Seller, or investing equity (including tax equity) in Seller or an Affiliate of Seller: (i) for the construction, term or permanent financing of the System; (ii) for working capital or other ordinary business requirement of the System (including but not limited to the maintenance, repair, replacement or improvement of the System); (iii) for any development financing, bridge financing, credit enhancement, credit support or interest rate protection in connection with the System; or, (iv) for the Seller’s operation of the System. “Force Majeure” shall have the meaning assigned to such term in Article XVII. “Governmental Authority” means any national, state or local government (whether domestic or foreign), any political subdivision thereof or any other governmental, quasi- governmental, judicial, public or statutory instrumentality, authority, body, agency, bureau or entity (including the Federal Energy Regulatory Commission or the California Public Utilities Commission), or any arbitrator with authority to bind a Party at law. “Hazardous Substance” means any chemical, waste or other substance (a) which now or hereafter becomes defined as or included in the definition of “hazardous substances,” “hazardous 32 STPUD: Final Draft 10.14.2021 4 wastes,” “hazardous materials,” “extremely hazardous wastes,” “restricted hazardous wastes,” “toxic substances,” “toxic pollutants,” “pollution,” “pollutants,” “regulated substances,” or words of similar import under any laws pertaining to the environment, health, safety or welfare, (b) which is declared to be hazardous, toxic, or polluting by any Governmental Authority, (c) exposure to which is now or hereafter prohibited, limited or regulated by any Governmental Authority, (d) the storage, use, handling, disposal or release of which is restricted or regulated by any Governmental Authority, or (e) for which remediation or cleanup is required by any Governmental Authority. “Indemnified Party” shall have the meaning assigned to such term in Section 19.4. “Indemnifying Party” shall have the meaning assigned to such term in Section 19.4. “Insolation” shall have the meaning assigned to such term in Section 2.7. “kW” shall mean a kilowatt DC of capacity. “kWh” shall mean a kilowatt hour of AC Energy Output. “License Agreement” shall have the meaning assigned to such term in the recitals hereto. “Lien” shall mean any lien, mortgage, pledge, security interest, charge or encumbrance of any kind (including any conditional sale or other title retention agreement, any lease in the nature thereof, mechanic’s liens and other liens arising under law, and any agreement to give any security interest). “Meter” shall mean an instrument or instruments meeting applicable Utility electric industry standards used to measure and record the volume in kWh and other required delivery characteristics of the Energy Output delivered hereunder. “Non-Delivery Period” shall have the meaning assigned to such term in Section 6.1(c). “Output Guarantee” shall have the meaning assigned to such term in Section 2.13. “Output Shortfall Payment” shall have the meaning assigned to such term in Section 2.13(b). “Other Credits” shall mean all rights, credits (including Tax Credits), benefits, reductions, any other reductions or other transferable indicia (other than RECs, which are expressly excluded from this definition, and are owed by Purchaser): (i) denoting carbon offset credits or indicating generation of a particular quantity of energy from a renewable energy source by a renewable energy facility, offsets and allowances and entitlements of any kind, known or unknown at the time of this Agreement, that are or become available to Seller from the environmental attributes of the System or the generation of the Energy Output, or otherwise from the development or installation of the System or the production, sale, purchase, consumption or use of the Energy Output, including, but not limited to carbon credits, allowances and emission reduction credits and offsets and (ii) related to the capacity of the System, whether arising under federal, state or local 33 STPUD: Final Draft 10.14.2021 5 law, international treaty, trade association membership or the like, and the right to apply for any such credits. “Person” shall mean an individual, partnership, corporation, company, business trust, joint stock Purchaser, trust, unincorporated association, joint venture, Governmental Authority, limited liability Purchaser or any other entity of whatever nature. “Proprietary Information” shall have the meaning assigned to such term in Section 16.3. “Prudent Operating Practices” shall mean the practices, methods and standards of professional care, skill and diligence engaged in or approved by a significant portion of the electric generation industry for facilities of similar size, type, and design, that in the exercise of reasonable judgment, in light of the facts known at the time would have been expected to accomplish results consistent with law, regulation, reliability, safety, environmental protection, applicable codes, and standards of economy and expedition. For the avoidance of doubt, Prudent Operating Practice is not intended to be limited to the optimum practice, method and standards to the exclusion of all others, but rather is intended to include acceptable practices, methods and standards generally accepted in the industry. “Rebate” shall mean any and all incentives under a third-party provider or the State of California or other incentive programs offered by the State of California, in each case arising from the ownership or operation of the System, and the right to claim income tax credits under Section 45 or 48 of the Code or any state tax law or income tax deductions under the Internal Revenue Code or any state tax law. “Rebate” shall not include “Utility Rebate,” as defined herein. “RECs” shall mean those renewable energy certificates associated with the Energy Output generated by the System and purchased by Purchaser under this Agreement. RECs may be registered by Purchaser in the Western Renewable Energy Generation Information System or its successor. One REC represents the renewable attributes associated with one thousand (1,000) kWh of Energy Output generated by the System. “Reporting Rights” means the right of Seller to report to any federal, state or local agency, authority or other party, including under Section 1605(b) of the Energy Policy Act of 1992 and provisions of the Energy Policy Act of 2005, or under any present or future domestic, international or foreign emissions trading program, that Seller owns the Rebates and Other Credits associated with the Energy Output. “Revised Target COD” shall have the meaning assigned to such term in Section 6.2(d). “Site” shall have the meaning set forth in the recitals hereto. “System” means all equipment, facilities and materials, including photovoltaic arrays, DC/AC inverters, wiring, Meters, tools, and any other property now or hereafter installed, owned, operated, or controlled by Seller at the Site for the purpose of, or incidental or useful to, maintaining the use of the solar generation system and providing Energy Output to Purchaser at the Delivery Point. 34 STPUD: Final Draft 10.14.2021 6 “Target COD” shall have the meaning assigned to such term in Section 6.2(d). “Tax Credits” means any and all (i) investment tax credits, (ii) production tax credits and (iii) similar tax credits or grants under federal, state or local law relating to the construction, ownership or production of energy from the System. “Term” shall have the meaning set forth in Article VI. “Termination Date” shall have the meaning assigned to such term in Section 6.1. “Termination Value” shall mean the values set forth or described in Exhibit C to this Agreement which value includes all costs for removal of the System as may be required by this Agreement. “Transferee” shall have the meaning assigned to such term in Section 16.2. “Transferor” shall have the meaning assigned to such term in Section 16.2. “Utility” shall mean the electric distribution company responsible for electric energy transmission and distribution service at the Site. The Parties acknowledge and agree that, as of the Effective Date, the Utility is Liberty Utilities. “Utility Outage” shall mean any event during which the Utility shuts off power for the prevention of fires where strong winds, heat events, and related conditions are present pursuant to California Public Utilities Commission guidelines and Applicable Laws and any other event during which the Utility shuts off power to the Purchaser or the quality of power available from the Utility to the Purchaser degrades to a quality that poses the potential for damage to the Purchaser’s facilities. “Utility Rebate” shall mean any demand-side management, renewable energy production, or energy efficiency programs offered by or through the Utility related to the System. “WREGIS” shall mean the Western Renewable Energy Generation Information System. ARTICLE II SALE AND PURCHASE OF ENERGY; EXCLUSIVE CONTROL Section 2.1 Summary Description. Seller will cause the System to be constructed at the Site and will own, operate, and maintain the System in accordance with all Applicable Laws and the terms of this Agreement, including Exhibit E. Seller shall be permitted to use contractors and subcontractors to perform its obligations under this Agreement; provided, that Seller shall continue to be responsible for the quality of the work performed by its contractors and subcontractors. 35 STPUD: Final Draft 10.14.2021 7 Section 2.2 Delivery; Energy Purchase Price. (a) In accordance with the terms and conditions hereof, commencing on the Commercial Operation Date and continuing throughout the remainder of the Term, Seller shall sell and deliver to Purchaser at the Delivery Point as and when available, and Purchaser shall purchase and accept from Seller at the Delivery Point, the Energy Output generated by the System. Notwithstanding the foregoing, if the System produces more than 110% of its Expected Annual Energy Output in any twelve-month period, Purchaser shall have the right, but not the obligation, to purchase such excess Energy Output; provided that, if Purchaser chooses not to purchase such excess Energy Output, Seller shall have the right to freely sell the same to the Utility, pursuant to all Applicable Laws, and all proceeds from such sales will accrue solely to Seller. Purchaser shall pay Seller a purchase price equal to the Energy Output for the applicable period of time multiplied by the applicable Energy Rate as set forth in Exhibit B. Such amount shall be paid in accordance with Article III hereof. Purchaser acknowledges and understands that solar power is an intermittent resource and that the output of the System, which is dependent on the sun and other factors, will constantly vary. (b) Seller does not guarantee that, and the Energy Rate is not dependent on whether the RECs are capable of being utilized by the Purchaser for purposes of meeting the State of California renewable portfolio standard. Section 2.3 Purchaser’s Failure to Accept Delivery. On and after the Commercial Operation Date, if, when there exists no breach or default by Seller under this Agreement, Purchaser fails to accept all or any amount of the Energy Output for any reason other than an event of Force Majeure (outside of the 110% limitation on Purchaser responsibilities as set forth in Section 2.2), such event shall constitute a Purchaser curtailment and be treated in accordance with Section 2.5 below. Section 2.4 Seller’s Failure to Deliver. The Parties acknowledge that the Energy Output delivered hereunder is delivered “as available” to Purchaser and Seller’s failure to deliver Energy Output for any reason shall not give rise to any default, claim or damages by Purchaser hereunder, except as detailed in Section 2.13. Section 2.5 Curtailment. (a) Purchaser shall have the right to request curtailment of Energy Output upon sufficient prior written notice to Seller, and Seller shall curtail Energy Output pursuant to such request. Purchaser shall be allotted 48 Daylight Hours of curtailment per annum for any reason (the “Curtailment Allotment”), and where Purchaser’s curtailment is caused or prolonged by Seller’s act or omission or events of Force Majeure that prevent Purchaser’s acceptance of delivery. Each year will begin at the anniversary of the occurrence of the Commercial Operation Date. The Parties agree that if the duration exceed the Curtailment Allotment during periods when Purchaser invokes such curtailment option (i) Purchaser shall pay to Seller liquidated damages for the Energy Output not sold that would have been due to Seller had such curtailment of Energy Output not occurred, which liquidated damages shall be calculated in the manner set forth below; and (ii) Seller shall have no obligation to remarket the Energy Output that is curtailed as a result of Purchaser invoking the Curtailment Allotment. The remedy provided in this Section shall be the sole and exclusive remedy of Seller for any such voluntary curtailment requested by Purchaser. Seller will have no obligation to reimburse Purchaser if the 36 STPUD: Final Draft 10.14.2021 8 Curtailment Allotment is not used and the Parties agree there will be no carry forward from one year to the next. (b) Liquidated damages pursuant to this Section 2.5 shall be calculated for each hour during which delivery does not occur beyond the Curtailment Allotment according to the following formula: Price x EEO + Rebate where the above items have the following meanings: Price = The applicable Energy Rate plus the then current rate of the Other Credits (if applicable) for the hour or hours when delivery is not occurring as set forth in this Section 2.5. EEO = The estimated energy output that would have been achieved during the hour or hours to which the above formula is being applied, calculated by applying the sunlight data for each such hour available from the supervisory control and data acquisition system at the System to the rated output for the photovoltaic modules; provided, however, that the rated output for the photovoltaic modules shall be the manufacturer’s stated nominal output, and any such calculation shall account for normal system production degradation as set forth in Exhibit D. Rebate = The amounts or current rate, if any, of Rebates for which the Seller was not eligible as a result of delivery not occurring as set forth in this Section 2.5. The liquidated damages set forth in this Section 2.5 are a reasonable estimate of the damages the Seller will suffer in the event of nonperformance as set forth herein and are not intended as a penalty. Section 2.6 Non-Exclusive Benefit. Subject to the terms of this Agreement (including Sections 2.2, 2.3 and 2.5), all Energy Output generated by the System shall be delivered to Purchaser. Section 2.7 Insolation. Purchaser understands that unobstructed access to sunlight (“Insolation”) is essential to Seller’s performance of its obligations and a material term of this Agreement. Purchaser shall not in any way cause and, where possible, shall not in any way permit any interference with the System’s Insolation. Seller shall have the responsibility and the right to remove or trim any vegetation (including trees) and remove snow and pollen that may affect Insolation of the System, subject to Seller’s compliance with all Applicable Laws and Purchaser approval of tree removal. Purchaser shall cooperate with Seller to address any activity or condition 37 STPUD: Final Draft 10.14.2021 9 that could diminish the Insolation of the System. If Purchaser becomes aware of any activity or condition that could diminish the Insolation of the System, Purchaser shall notify Seller immediately and shall cooperate with Seller in preserving the System’s existing Insolation levels. In the event of any new obstruction to Insolation that Seller does not have the right to promptly remedy, the Output Guarantee shall be reduced to account for the reduced production of the System. The Parties agree that reducing Insolation would irreparably injure Seller, that such injury may not be adequately compensated by an award of money damages, and that Seller is entitled to seek specific enforcement of this Section 2.7 against Purchaser. Section 2.8 Ownership of the System. Throughout the Term, Seller shall be the legal and beneficial owner of the System at all times, and all Other Credits and Rebates, and the System shall remain the personal property of Seller and shall not attach to or be deemed a part of, or fixture to, the Site; provided, however, that Purchaser shall be the exclusive owner of all RECs and Utility Rebates. Seller and Purchaser agree that the Seller is the tax owner of the System and all tax filings and reports will be filed in a manner consistent with this Agreement. The System shall at all times retain the legal status of personal property as defined under Article 9 of the Uniform Commercial Code. Purchaser covenants that it will use commercially reasonable efforts to place all parties having an interest in or a mortgage, pledge, lien, charge, security interest, encumbrance or other claim of any nature on the Site on notice of the ownership of the System and the legal status or classification of the System as personal property. If there is any mortgage or fixture filing against the Site which could reasonably be construed as prospectively attaching to the System as a fixture of the Site, Purchaser shall provide a disclaimer or release from such lienholder. If Purchaser is the fee owner of the Site, Purchaser consents to the filing of a disclaimer of the System as a fixture of the Site in the office where real estate records are customarily filed in the jurisdiction where the Site is located. If Purchaser is not the fee owner, Purchaser will obtain such consent from such owner. For the avoidance of doubt, in either circumstance Seller shall file such disclaimer. Upon request, Purchaser agrees to deliver to Seller a non-disturbance agreement in a form reasonably acceptable to Seller from the owner of the Site (if the Site is leased by Purchaser), any mortgagee with a lien on the Site, and other Persons holding a similar interest in the Site. Section 2.9 Operation and Maintenance of System. Seller shall be responsible for all operations, maintenance, and repair of the System. However if any repairs to the System is made necessary by the negligent acts or willful misconduct of the Purchaser, Purchaser shall be responsible for the associated costs. Seller shall reasonably accommodate and cooperate with Purchaser to ensure the Purchaser’s activities, facility uses, and scheduling requirements are not unreasonably impeded. Seller is responsible for repairs and/or replacement of System components that are damaged from vandalism, theft or criminal activity. Seller’s maintenance and repair responsibilities shall be conducted in accordance with Prudent Operating Practices and all Applicable Laws, and shall include the following to be conducted at least once in each twelve (12) month period. Purchaser may request, not more than annually, a summary of the maintenance and repairs performed by Seller. (a) System visual inspection, reporting of all issues identified to Purchaser, and resolution of all issues identified, including, at a minimum, related to: 38 STPUD: Final Draft 10.14.2021 10 (i) photovoltaic modules, including any stolen, broken or damaged modules and to record any damage and its location; (ii) System wiring, including loose connections, wire condition issues, and any wires in contact with the structure or hanging loose from racking; (iii) the mechanical attachment of photovoltaic modules to the racking; (iv) wiring connections, including any signs of poor contact at terminals (burning, discoloration, thermal temperature elevation); and (v) inverter inspection and regular servicing as required under the inverter manufacturer’s warranty specifications. (b) Seller shall be responsible for performing preventive maintenance in accordance with Section 6.1 of Exhibit E, hereto. Section 2.10 Maintenance of Site; Alterations to Site. The Parties’ respective maintenance obligations of the Site are described in the License Agreement. Seller is fully responsible for the maintenance and repair of the Site electrical system, up to and including the interconnection at the Delivery Point. Purchaser is responsible for all of Purchaser’s equipment downstream of the Delivery Point that utilizes the System’s outputs except for damage caused by Seller. Purchaser shall properly maintain in full working order all of Purchaser’s electric supply or generation equipment that Purchaser may shut down while utilizing the System. Purchaser shall be responsible for all damage to the System caused by Purchaser or its contractors. Any reduced or lost production caused by Purchaser’s activities described in this Section 2.10 shall reduce the Output Guarantee to account for the reduced production of the System. Section 2.11 System Relocation. If Purchaser ceases to own the Site or otherwise desires Seller to relocate the System for any reason prior to the expiration of the Term, Purchaser shall have the option to provide Seller with a mutually agreeable substitute Site located within the same Utility service area as the Site or in a location with similar utility rates and Insolation. Purchaser shall provide written notice at least one hundred eighty (180) days prior to the date that it wants to make this substitution in order to allow Seller to conduct diligence on the proposed substitution Site. In connection with such substitution, after determination by both Parties that such substitution Site is mutually agreeable, the Parties shall execute an amended agreement that shall have all of the same terms as this Agreement. The License Agreement shall also be amended to grant rights in the real property to which the System shall be relocated. Such amended agreement shall be deemed to be a continuation of this Agreement without termination. Purchaser shall also provide any new consents, estoppels, or acknowledgments reasonably required by Financing Parties in connection with the substitution Site. Section 2.12 Purchaser’s Obligations in Event of Relocation Under Section 2.11. If Purchaser requires Seller to relocate the System under Section 2.11, in addition to any damages for lost production owed by Purchaser to Seller in accordance with Section 2.5, Purchaser shall pay to Seller all reasonable costs incurred by Seller due to such removal and relocation of the System, including, but not limited to, storage and reinstallation costs. Any reduced or lost production in relation to such relocation shall reduce the Output Guarantee in order to account for 39 STPUD: Final Draft 10.14.2021 11 the reduced production of the System (for the period in which the System is not operational due to relocation and to account for any reduced Insolation or System capacity as relocated). Section 2.13 Output Guarantee. (a) Seller guarantees that, beginning on the third anniversary of the Commercial Operation Date and continuing each year thereafter during the Term, the System shall, on a rolling three year basis, produce the cumulative quantity of Energy Output for each three year period of at least 95% of the cumulative Expected Annual Energy Output for such three-year period (the “Output Guarantee”). If Seller is prevented from generating or delivering Energy Output due to any act or omission by Purchaser or any event of Force Majeure, the Output Guarantee shall be reduced to the extent of such impact. (b) If the Output Guarantee is not achieved at the conclusion of each year (beginning on the third anniversary of the Commercial Operation Date), then (a) the difference (shortfall) obtained by subtracting the actual cumulative quantity of Energy Output delivered to Purchaser through the conclusion of such three-year period from the Output Guarantee for such period, shall be multiplied by (b) the difference obtained by subtracting the Energy Rate applicable to such period from the electricity rate that Purchaser pays for its electricity supplied by the Utility, such resulting amount to be the “Output Shortfall Payment.” The Output Shortfall Payment shall be paid (or credited against a future Purchaser invoice, at Purchaser’s written election) in the second monthly invoice following the conclusion of the subject year. Under no circumstance shall the Output Shortfall Payment be negative or result in a payment from Purchaser to Seller. (c) If Seller fails to achieve the Output Guarantee over any two consecutive three year periods, Purchaser shall have the right to terminate this Agreement. In the event that Purchaser terminates this Agreement pursuant to this Section 2.13(c), this Agreement shall terminate without triggering the default provisions of this Agreement, including payment of Termination Value, and with no liability of either Party to the other Party except such amounts then due and owing under this Agreement as of the date of such termination. Section 2.14 Removal of the System. Except as otherwise provided herein, Seller shall, within one hundred twenty (120) days following the expiration of the Term, or earlier termination in accordance with the terms hereof, and at Seller’s sole cost and expense, remove the System from the Site and restore the Site to its original condition, normal wear and tear excluded. Seller’s restoration of the Site shall, as applicable, include, but is not limited to, any refinishing, landscaping, reforestation, hardscaping, painting or other finish work, and cleaning. Seller shall undertake any repairs necessary as a result of such removal and restoration. The Parties shall reasonably coordinate all such removal, restoration, storage and transportation activities and dates. Section 2.15 Appropriations. The Parties acknowledge that Purchaser, as a public agency, may be subject to a "budget non-appropriation event." Purchaser agrees that it shall use its best efforts to seek appropriation for utility services during the Term of this Agreement. For avoidance of doubt, this Agreement shall be treated as a utility services contract for purposes of appropriation of funds, and any specific non-appropriation of funds for this Agreement or otherwise for solar or renewable energy purchases shall not relieve Purchaser of its obligations under this Agreement. 40 STPUD: Final Draft 10.14.2021 12 ARTICLE III BILLING AND PAYMENT Billing and payment for amounts due and payable hereunder shall be as follows: Section 3.1 Invoices. Seller shall submit a monthly invoice for the preceding calendar month no later than ten (10) days after the end of the prior month to Purchaser based on actual Energy Output. Each invoice shall include the kWh, and applicable rates for the applicable pricing periods. Section 3.2 Payment. Purchaser shall make payment to Seller or to any person designated by Seller in writing by the thirtieth (30th) calendar day following Purchaser’s receipt of the invoice. All invoices shall be submitted for payment with supporting documentation in duplicate to Purchaser at the address specified herein; provided, that invoices may be submitted via electronic mail to the Purchaser email address at ap@stpud.us.US. Purchaser shall pay to Seller or to any person designated by Seller in writing, by check or wire transfer of immediately available funds to an account specified in writing by Seller or by any other means agreed to by the Parties in writing from time to time, the amount due in such invoice. If Purchaser in good faith disputes an invoice, Purchaser shall provide Seller with a written explanation specifying in detail the basis for the Dispute within thirty (30) calendar days of receipt of such monthly invoice, and Purchaser shall pay the undisputed portion of the invoice in accordance with these payment terms. Disputed portions of Seller’s invoice shall be due and payable no later than thirty (30) calendar days after resolution of the Dispute. Payments of disputed amounts shall in no way waive Purchaser’s right to contest charges. Any amount not paid when due under this Agreement shall accrue interest at the lesser of two and one-half percent (2.5%) over the prime rate, as published in the Wall Street Journal per annum or the highest rate permitted under Applicable Law. In the event the Parties are unable to resolve any Dispute, Section 21.1 (b) shall be applied as the methodology to resolve any Dispute and shall be binding upon the parties notwithstanding anything to the contrary in this Agreement; and, the prevailing party shall be entitled to any reasonable costs that result therefrom. In the event that Seller is the prevailing party, the provisions herein for late fees or interest costs on unpaid invoices shall prevail. ARTICLE IV TITLE AND RISK OF LOSS Section 4.1 Risk of Loss and Exclusive Control. Title to and risk of loss of the Energy Output shall pass from Seller to Purchaser upon delivery of the Energy Output at the Delivery Point. All deliveries of Energy Output hereunder shall be in the form of three-phase, sixty-cycle alternating current. Purchaser shall purchase and accept delivery of metered Energy Output at the Delivery Point. As between the Parties, Seller will be deemed to be in exclusive control and responsible for any property damage or injuries to persons caused thereby of the Energy Output up to but including the point where the System is interconnected to the Delivery Point and Purchaser will be deemed to be in exclusive control and responsible for any property damage or injuries to persons caused thereby of Energy Output after the Delivery Point. Risk of loss related to Energy Output will transfer from Seller to Purchaser at the Delivery Point. Purchaser shall be responsible for arranging delivery of Energy Output from the Delivery Point to 41 STPUD: Final Draft 10.14.2021 13 Purchaser and for the installation and operation of all necessary equipment on Purchaser’s side of the Delivery Point necessary for acceptance and use of the Energy Output. Section 4.2 Changes in Interconnection Conditions. The Parties acknowledge that adjustments in the terms and conditions of this 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 the Parties agree to make such commercially reasonable amendments as are reasonably required to comply therewith. ARTICLE V CURTAILMENT AND MODIFICATION BY SELLER Section 5.1 Curtailment. Seller shall have the right to curtail deliveries (inclusive of discontinuing or reducing Energy Output) upon sufficient prior written notice to Purchaser if Seller reasonably believes that curtailment is necessary to construct, install, repair, replace, remove, maintain or inspect any of its equipment or facilities. Seller shall be allotted 48 Daylight Hours of curtailment per annum (“Seller’s Curtailment Allotment”), other than for events of Force Majeure. The Expected Annual Output of the Systems shall be reduced for purposes of the Output Guarantee only for Seller’s Curtailment Allotment, and not for any curtailments in excess of Seller’s Curtailment Allotment; provided that, in the event, and to the extent, that Seller’s curtailment is caused or prolonged by Purchaser’s negligent act or omission or an event of Force Majeure, the Expected Annual Output of the Systems shall be reduced for purposes of the Output Guarantee to account for the full amount of such curtailment. To the extent practical, all maintenance and repairs shall be performed during the Utility’s off peak hours and in a manner that would not require a complete interruption in Energy Output of the System. Seller shall notify Purchaser in advance of any curtailments of which Seller has advance knowledge, and will endeavor to mitigate the time periods and causes of such curtailments to the extent that such cause is within Seller’s reasonable control. Subject to available sunlight, Seller shall resume deliveries of Energy Output as soon as is reasonably possible and safe in accordance with Prudent Operating Practices. Section 5.2 Modification of the System. Seller may modify, alter, expand or otherwise change the System without the prior written consent of Purchaser as required by Prudent Operating Practices or Applicable Law, and so long as such modifications, alterations, expansions or other changes would not reasonably be expected to result in a material change in the capacity of the System or a material adverse impact on the operations of the System or the System’s capability to operate, or a material change in the quality of the System components. ARTICLE VI TERM, TERMINATION, COMMERCIAL OPERATION AND INTERCONNECTION Section 6.1 Term and Termination (a) Term. The Term shall commence on the Effective Date and continue until the sooner of (i) the date that is twenty-five (25) years from the Commercial Operation Date (the 42 STPUD: Final Draft 10.14.2021 14 “Expiration Date”) or (ii) the date this Agreement is terminated in accordance with the terms hereof (the “Termination Date”). (b) Early Termination by Seller. Seller shall have the right, but not the obligation, to terminate this Agreement prior to the Expiration Date only upon the occurrence of: (i) the determination by Seller in its sole and absolute discretion within one hundred eighty (180) days from the Effective Date that it is unable or that it would be commercially unreasonable to install the System on the Site; (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; (iii) elimination or alteration of one or more Rebates or Other Credits or other change in law that results in a material adverse economic impact on, or impairment of, Seller’s ability to meet its ongoing financial obligations with regards to the System; or (iv) the termination of the License Agreement by its terms and conditions for any reason prior to the Expiration Date. In the event that Seller terminates this Agreement pursuant to Sections 6.1(b)(i)-(iv), this Agreement shall terminate without triggering the default provisions of this Agreement or the Termination Value set forth in Exhibit C, and with no liability of either Party to the other Party except such amounts then due and owing under this Agreement as of the date of such termination. (c) Termination for Seller’s Failure to Deliver Energy Output. In the event that the System fails to deliver any Energy Output for one hundred fifty (150) consecutive days (the “Non-Delivery Period”) after the occurrence of the Commercial Operation Date, and provided Purchaser’s acts, actions or inaction or those of its employees, contractors or agents or a Force Majeure event have not prevented the System from operating during such time, this Agreement may be terminated by Purchaser; provided, that Seller’s failure to deliver any Energy Output following the Non-Delivery Period shall not give rise to a Purchaser termination right so long as Seller, at its option, pays to Purchaser on a monthly basis in arrears the positive difference, if any, between: (i) the Energy Rate Purchaser would have paid for Energy Output following the Non- Delivery Period plus the monetary value of the lost RECs, if any and (ii) the rate of the quantities of Energy Output that Purchaser obtains to replace the estimated energy output that would have been achieved (“Energy Payment”) for a period of up to an additional one hundred fifty (150) days after which, should the System continue to fail to deliver any Energy Output despite being paid the Energy Payment, Purchaser may terminate this Agreement. In the event that Purchaser terminates this Agreement pursuant to this Section 6.1(c), this Agreement shall terminate without triggering the default provisions of this Agreement, including payment of the Termination Value, and with no liability of either Party to the other Party except such amounts then due and owing under this Agreement as of the date of such termination. (d) Purchaser Early Termination for Convenience. This Agreement may be terminated by Purchaser for any reason that the Purchaser determines such termination is in its best interest. Termination shall be effected by delivery to Seller of a notice of termination at least 43 STPUD: Final Draft 10.14.2021 15 one hundred and eighty (180) days prior to the termination effective date. In the event of any such termination, Purchaser shall pay the applicable Termination Value for such year, due on the effective date of such termination. (e) Termination Value for Purchaser’s Default. In the event that the Termination Date has occurred for reasons attributable to an Event of Default by Purchaser, Purchaser shall be required to pay to Seller any amount owed by Purchaser to Seller for Energy Output delivered prior to the Termination Date, and, as liquidated damages, the applicable Termination Value. The Parties agree and acknowledge that given the complexity of the technology used by the System and the volatility of energy markets, actual damages to Seller would be difficult if not impossible to ascertain, and the amount calculated pursuant to the preceding sentence is a reasonable approximation of the damages suffered by Seller as a result of early termination of this Agreement. (f) Extension of Term. Twenty-four months prior to the end of the Term, the Parties will meet to discuss the extension of this Agreement on terms and conditions reflecting the then current market for solar generated electricity and with such other amendments and additional terms and conditions as the Parties may mutually agree upon. Neither Party shall be obligated to agree to an extension of this Agreement. Section 6.2 Construction and Commercial Operation of the System. (a) Seller shall install or cause to be installed the System, which, upon the Commercial Operation Date, is targeted to have an aggregate approximate nameplate generating capacity rating as shown in Exhibit A. (b) Promptly following the Effective Date, Seller shall commence pre- installation activities relating to the System, which shall include the following: (i) obtain financing for the System on terms acceptable to the Seller in its sole discretion; (ii) obtain or cause to be obtained all government approvals, permits, contracts, and agreements required for installation, operation and maintenance of the System and Site and delivery of Energy Output to Purchaser, including any requirements for complying with the California Environmental Quality Act; (iii) determine, in its commercially reasonable judgment, that the System is able to be constructed on the Site; (iv) confirm that Seller will obtain all Tax Credits; (v) obtain all necessary authority from any applicable regulatory entities for the operation of the System and sale and delivery of Energy Output to Purchaser, to the extent obtainable prior to completion of construction; and, (vi) Assist Purchaser with preparing and submitting the net energy metering application to the Utility and obtaining all approval for the interconnection. 44 STPUD: Final Draft 10.14.2021 16 (c) Successful completion of Sections 6.2(b)(i) through (vi) shall be conditions precedent to Seller’s obligations to install and operate the System and otherwise perform its obligations under this Agreement. Seller shall provide written notice to Purchaser upon the completion of each item under Sections 6.2(b)(i) through (vi). Failure to provide such notice shall be deemed a failure by Seller to have completed the item. If the activities contemplated in Sections 6.2(b)(i) through (vi) are not completed, or waived by Seller in its sole discretion, by the first anniversary of the Effective Date, then Seller or Purchaser shall have the option to terminate the Agreement without triggering the default provisions of this Agreement or any liability under this Agreement. (d) Seller shall use commercially reasonable efforts to cause, but does not guaranty, the installation of the System to be completed and the System to achieve the Commercial Operation Date on or before December 31, 2022 (the “Target COD”). In the event that the System has not achieved the Commercial Operation Date on or before the Target COD, the Parties agree to negotiate in good faith to amend this Agreement to revise the Target COD (the “Revised Target COD”), provided, however that the Revised Target COD shall not be later than March 31, 2023. The Target COD and Revised Target COD shall be subject to extension in accordance with the provisions of Section 17.2 or in the event that Purchaser’s failure to comply with its obligations hereunder delays Seller’s ability to achieve the Commercial Operation Date on or before the Target COD or the Revised Target COD, as applicable. If Seller has not materially begun construction of the System after expiration of the Target COD and the Revised Target COD, either Party may terminate this Agreement without triggering the default provisions of this Agreement, and with no liability to the other Party. (e) Seller and Purchaser hereby agree and acknowledge that Purchaser shall have no ownership interest in the System and no responsibility for its operation or maintenance. Neither Purchaser nor any party related thereto shall have the right or be deemed to operate the System for purposes of Section 7701(e)(4)(A)(i) of the Code. (f) Seller shall cause the contractor or contractors performing the construction of the System to provide payment and performance bonds and insurance prior to commencing construction. The bond shall remain in effect until the later of (i) completion of construction of the System or (ii) resolution of all claims made on the bond. (g) Seller shall comply with all requirements set forth in Exhibit E. (h) Purchaser shall have the right to inspect the System at any time on or before the Commercial Operation Date, upon reasonable notice to Seller and subject to all safety requirements that Seller or its contractors may have, and witness the System commissioning testing performed by Seller. (i) Seller shall be permitted to use contractors and subcontractors to perform its obligations under this Agreement, provided however, that such contractors and subcontractors shall be duly licensed, maintain the insurance required by this Agreement, and shall provide any work in accordance with applicable industry standards. Notwithstanding the foregoing, Seller shall continue to be responsible for the quality of the work performed by its contractors and subcontractors. 45 STPUD: Final Draft 10.14.2021 17 (j) Seller shall comply with the prevailing wage provisions of the California Labor Code and the prevailing wage rate determinations of the Department of Industrial Relations. These rates may be obtained online at http://www.dir.ca.gov/dlsr. A copy of these rates shall be posted at the job site by Seller. Seller and all contractors and subcontractor(s) under it, shall comply with all applicable Labor Code provisions, which include, but are not limited to the payment of not less than the required prevailing rates to all workers employed by them in the execution of this Agreement and the employment of apprentices. Seller hereby agrees to indemnify and hold harmless Purchaser, its officials, officers, agents, employees and authorized volunteers from and against any and all claims, demands, losses or liabilities of any kind or nature which Purchaser, its officials, officers, agents, employees and authorized volunteers may sustain or incur for noncompliance by Seller or its contractors with any applicable Labor Code provisions arising out of or in connection with this Agreement. (k) Seller, its contractor(s) and subcontractor(s) shall keep or cause to be kept an accurate record for work under this Agreement showing the names, addresses, social security numbers, work classification, straight time and overtime hours worked and occupations of all laborers, workers and mechanics employed by them in connection with the performance of this Agreement or any subcontract thereunder, and showing also the actual per diem wage paid to each of such workers, which records shall be open at all reasonable hours and upon reasonable prior notice to inspection by Purchaser, its officers and agents and to the representatives of the Division of Labor Law Enforcement of the State Department of Industrial Relations. (l) This Agreement is subject to compliance monitoring and enforcement by the Department of Industrial Relations in accordance with the provisions of Sections 1725.5, 1771.1, 1771.3, 1771.4, 1771.5, and 1771.7 of the Labor Code. This requirement applies regardless of whether State funds will be used under this Agreement. Pursuant to Labor Code section 1771.1, for any proposal submitted, or any contract for public work entered into, a contractor or subcontractor shall not be qualified to bid on, be listed in a proposal (subject to the requirements of Section 4104 of the Public Contract Code), or engage in the performance of any contract for public work, as defined by Division 2, Part 7, Chapter 1 (§§ 1720 et seq.) of the Labor Code, unless currently registered and qualified to perform public work pursuant to Section 1725.5 of the Labor Code. At least 7 days prior to the later of commencement of construction work or 30 days after execution of the Agreement, Seller will provide Purchaser with the name and registration information, including all information required for the PWC-100 form, for all contractors of any tier. Such information must be supplemented if additional contractors perform work under this Agreement. Seller shall post all required job site notices pursuant to the Labor Code and related regulations. Seller shall ensure that, to the extent required by law, that Seller and its contractors and subcontractors maintain current and ongoing registration status with the Department of Industrial Relations. (m) Seller, its contractor(s) and subcontractor(s) shall submit records, including those specified in Labor Code section 1776, to the Labor Commissioner as required by Sections 1771.4(a)(3), 1771.4(c)(2), and 1776 of the Labor Code. Purchaser may withhold $100 for each calendar day after ten days from Seller’s receipt of a request to produce payroll records (as described in Labor Code § 1776(a)) that Seller fails to produce such records. 46 STPUD: Final Draft 10.14.2021 18 Section 6.3 Interconnection. Purchaser agrees and acknowledges that this Agreement represents the agreement between the Parties with respect to the interconnection of the System to the Utility’s electricity distribution system, and for energy to flow from the System to the Delivery Point, under the applicable provisions of the Utility’s tariff. Seller shall manage and submit, at no cost to Purchaser (including with relation to equipment, system upgrades, studies or otherwise) all agreements and filings required for such interconnection of the System, and Purchaser shall cooperate with all such agreements and filings, including the execution thereof and the provision of all required information. Seller, at its sole cost and expense, shall install and maintain the System interconnection and System in accordance with the Utility’s requirements. Section 6.4 SEED Fund Fee. Seller shall, within sixty (60) days after it has issued a full notice to proceed with construction with the System at the Site, pay the sum of $155,873 directly to the Sustainable Energy and Economic Development Fund at SEED Fund, Administered by SEI, 899 Northgate Drive, Suite 410, San Rafael, CA 94903. Seller shall have no other liability to the Sustainable Energy and Economic Development Fund in any way in relation to this Agreement or the request for proposals related to the System. Section 6.5 As-Built Exhibit Updates. Upon the Commercial Operation Date, Seller shall provide updated versions of Exhibits A and D, updated to reflect as-built System details, which shall replace such exhibits without the need for a formal amendment to this Agreement; provided that, if Purchaser objects to the accuracy of any such updates in good faith, the Seller shall cooperate with Purchaser to provide further documentation reasonably necessary to evidence such updates. ARTICLE VII GOVERNMENTAL AND OTHER APPROVALS Section 7.1 Approvals. Purchaser shall assist Seller and cooperate with Seller, as reasonably necessary and appropriate, to secure and maintain at no cost to Purchaser those governmental approvals, permits (including environmental permits), licenses, easements, rights- of-way, releases and other approvals necessary for the construction, maintenance and operation of the System. Section 7.2 Assistance. Upon request by either Party, Purchaser and Seller shall use their commercially reasonable efforts to assist one another in obtaining and retaining credits, permits, licenses, releases and other approvals necessary for the design, permitting, construction, engineering, operation and maintenance, and removal of the System. Seller is responsible for the costs of construction and removal of the System. Further, the Parties agree that they will support and cooperate with one another in the defense of any action of any regulatory body or Governmental Authority having jurisdiction over the System that could adversely affect this Agreement. ARTICLE VIII TAXES Section 8.1 Seller shall pay any income taxes imposed on Seller due to the sale of energy under this Agreement. Purchaser shall pay all real property taxes and assessments 47 STPUD: Final Draft 10.14.2021 19 applicable to the Site. This Agreement may result in the creation of a possessory interest (Rev. & Tax. Code § 107.6). If such a possessory interest is vested in Seller, Seller may be subjected to the payment of personal property taxes levied on such interest in the System. Seller shall be responsible for the payment of, and shall pay before becoming delinquent, all taxes, assessments, fees, or other charges assessed or levied upon Seller and the System. Seller further agrees to prevent such taxes, assessments, fees, or other charges from giving rise to any lien against the Site or any improvement located on or within the Site. Nothing herein contained shall be deemed to prevent or prohibit Seller from contesting the validity or amount of any such tax, assessment, or fee in the manner authorized by law. Seller shall be responsible for payment of any personal property taxes, possessory interest taxes, permit fees, business license fees and any and all fees and charges of any nature levied against the System and operations of Seller at any time. If bills for taxes on the System are received by the Purchaser, Purchaser shall remit such bills to Seller. ARTICLE IX OFFSETS, ALLOWANCES, CREDITS Section 9.1 RECs and Utility Rebates. RECs and Utility Rebates and associated reporting rights available in connection with the System are retained and owned by Purchaser. Seller shall identify the proper Purchaser account (as identified by Purchaser) to WREGIS in order to ensure all RECs are allocated to Purchaser. During the Term, Seller shall use commercially reasonable efforts to ensure that all System production information is provided to WREGIS as necessary to allow for the transfer of the RECs to Purchaser’s WREGIS account. Purchaser shall be responsible for managing its WREGIS account as necessary to allow for the transfer of the RECs to Purchaser’s WREGIS account. The Parties shall cooperate, acting reasonably and in good faith, in connection with providing information required by WREGIS and ensuring the RECs are transferred to Purchaser. Where applicable, Seller shall use commercially reasonable efforts to submit, or provide assistance to Purchaser in submitting, applications for available Utility Rebates as requested by Purchaser, including actions necessary (and within Seller’s reasonable control) to ensure compliance with the Utility net metering program and all interconnection agreements applicable to the System. Seller shall attend all site verification visits conducted by the Utility or Governmental Authority and shall use commercially reasonable efforts to assist the Purchaser in satisfying the requirements of any REC and Utility Rebate program. Seller shall be responsible for providing updated documentation to Purchaser as required for Purchaser’s delivery to incentive program administrators, as required by rules of the relevant incentive programs to which Purchaser is a party and of which Seller has received a copy. Section 9.2 Other Credits. Seller shall own and retain all present and future rights, titles and interest in any Other Credits or exemptions attributable to the installation of the System or the production of Energy Output therefrom, including but not limited to sales tax exemptions, rebates or incentives relating to equipment installed as part of the System, capacity payments or property tax exemptions or credits. Purchaser shall cooperate with Seller in obtaining, securing and transferring all Other Credits, including by using the electric energy generated by the System in a manner necessary to qualify for such available Other Credits. Purchaser shall not be obligated to incur any out–of–pocket costs or expenses in connection with such actions unless reimbursed by Seller. If any Other Credits are paid directly to Purchaser, Purchaser shall immediately pay such amounts over to Seller. 48 STPUD: Final Draft 10.14.2021 20 Section 9.3 Rebates. So long as Seller owns the System, all Rebates available in connection with the System installed on the Site are owned by Seller. Purchaser shall take all reasonable measures, at no out of pocket cost to Purchaser, to assist Seller in obtaining all Rebates currently available or subsequently made available in connection with the System. If Purchaser fails to act in good faith in completing documentation or taking actions reasonably requested by Seller, and such failure results in a loss of a Rebate, Purchaser shall reimburse Seller for the full amount of such lost Rebate within thirty (30) days of receipt of an invoice therefor. Section 9.4 Reporting Rights. Without limiting Purchaser’s rights under Section 9.1, Seller shall retain the Reporting Rights and the exclusive rights to claim that: (a) the Energy Output was generated by the System; (b) Seller is responsible for the delivery of the Energy Output to the Delivery Point; (c) Seller is responsible for the reductions in emissions of pollution and greenhouse gases resulting from the generation of the Energy Output and the delivery thereof to the Delivery Point; and (d) Seller is entitled to all credits, certificates, registrations, etc., evidencing or representing any of the foregoing. Section 9.5 Impairment of Other Credits, Rebates, Utility Rebates and RECs. Purchaser shall not take any action or suffer any omission that would have the effect of impairing the value to the Seller of the Other Credits or Rebates. Seller shall not take any action or suffer any omission that would have the effect of impairing the value to the Purchaser of the RECs or Utility Rebates. Purchaser shall use commercially reasonable efforts to notify Seller of any action or omission that could impair the value of the Other Credits or Rebates and to consult with Seller as requested to prevent impairment of the value of the Other Credits or Rebates. Seller shall use commercially reasonable efforts to notify Purchaser of any action or omission that could impair the value of the RECs or Utility Rebates and to consult with Purchaser as required to prevent impairment of the value of the RECs or Utility Rebates. ARTICLE X REPRESENTATIONS AND WARRANTIES OF PURCHASER Section 10.1 Purchaser represents and warrants that: (a) It is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation; that it has the power and authority to enter into and perform this Agreement; and that the execution, delivery and performance of this Agreement has been duly authorized by all necessary corporate action. Purchaser covenants that during the Term it shall remain a duly organized and validly existing legal entity with authority to conduct business in its jurisdiction of formation, and shall have the power and authority to perform this Agreement; and (b) No suit, action, arbitration, legal, administrative or other proceeding is pending or, to the best of Purchaser’s knowledge, has been threatened against Purchaser that would affect the validity or enforceability of this Agreement or the ability of Purchaser to fulfill its commitments hereunder, or that would, if adversely determined, have a material adverse effect on Purchaser’s performance of this Agreement; and (c) The execution, delivery and performance of this Agreement by Purchaser will not result in a breach of, default under or violation of any Applicable Law, or the provisions 49 STPUD: Final Draft 10.14.2021 21 of any authorization or in a breach of, default under or violation of any provision of its articles of incorporation or bylaws or any promissory note, indenture or any evidence of indebtedness or security therefor, material lease, material contract or other material agreement by which it or its property is bound; and (d) To the best knowledge of the Purchaser, as of the date hereof, no governmental approval or consent is required in connection with the due authorization, execution and delivery of this Agreement or the performance of the Purchaser of its obligations hereunder which the Purchaser has reason to believe that it will be unable to obtain in due course on or before the date required for Purchaser to perform such obligations; and (e) This Agreement constitutes a legal, valid and binding obligation enforceable against Purchaser in accordance with its terms, except as the enforceability of such terms may be limited by applicable bankruptcy, reorganization, insolvency or similar laws affecting the enforcement of creditors’ rights generally; and (f) Purchaser has not entered, and will not after the Effective Date enter, into any contracts or agreements with any other person regarding the provision of services at the Site contemplated to be provided by Seller under this Agreement which would impair or limit Seller’s ability to perform in accordance with the terms hereof; (g) Purchaser is in compliance in all material respects with all laws that relate to this Agreement in all material respects; and (h) Purchaser has fee simple title to the Site. Purchaser has the full right, power and authority to enter into the License Agreement. The License Agreement does not violate any law, ordinance, rule or other governmental restriction applicable to Purchaser or the Site and is not inconsistent with and will not result in a breach or default under any agreement by which Purchaser is bound or that affects the Site; and (i) All information provided by Purchaser to Seller, as it pertains to the Site’s physical configuration, Purchaser’s planned use of the Site, and Purchaser’s estimated electricity requirements, is accurate in all material respects; and (j) No electricity generated by the System will be used to heat a swimming pool. (k) Except for the payment required by Section 6.4, Seller shall not be responsible for any other payments or obligations with respect to the Sustainable Energy and Economic Development Fund. ARTICLE XI REPRESENTATIONS AND WARRANTIES OF SELLER Section 11.1 Seller represents and warrants that: (a) It is a limited liability company, duly organized, validly existing, and in good standing under the laws of the State of Delaware; that it has the power and authority to enter 50 STPUD: Final Draft 10.14.2021 22 into and perform this Agreement; and that the execution, delivery and performance of this Agreement has been duly authorized by all necessary corporate action on its part. Further, Seller covenants that during the Term it shall remain a duly organized and validly existing legal entity with authority to conduct business in the State of California and shall have the power and authority to perform this Agreement; and (b) To the best of Seller’s knowledge, it is in compliance in all material respects with all requirements of federal, state and local safety standards, codes and regulations applicable to the System, including those laws applicable to the protection of the Parties’ employees and members of the public and to the best knowledge of the Seller, as of the date hereof, no governmental approval or consent is required in connection with the due authorization, execution and delivery of this Agreement or the performance of the Seller of its obligations hereunder which the Seller has reason to believe that it will be unable to obtain in due course on or before the date required for Seller to perform such obligations. Said laws include, but are not limited to, the Occupational Safety and Health Act of 1970 as amended, and those prohibiting discrimination against any employee or applicant for employment because of race, creed, color, sex, national origin, age or disability; and (c) No suit, action, arbitration, legal, administrative or other proceeding is pending or, to the best of Seller’s knowledge, has been threatened against Seller that would affect the validity or enforceability of this Agreement or the ability of Seller to fulfill its commitments hereunder, or that would, if adversely determined, have a material adverse effect on Seller’s performance of this Agreement; and (d) The execution, delivery and performance of this Agreement by Seller will not result in a breach of, default under or violation of any Applicable Law, or the provisions of any authorization or a breach of, default under or violation of any provision of its certificate of formation or other organizational documents or any promissory note, indenture or any evidence of indebtedness or security therefor, material lease, material contract or other material agreement by which it or its property is bound; and (e) This Agreement constitutes a legal, valid and binding obligation enforceable against Seller in accordance with its terms, except as the enforcement of such terms may be limited by applicable bankruptcy, reorganization, insolvency or similar laws affecting the enforceability of creditors’ rights generally. ARTICLE XII EVENTS OF DEFAULT AND REMEDIES Section 12.1 The following shall constitute an “Event of Default” hereunder: (a) A failure by a Party to pay any amount due hereunder, other than an amount that is subject to a good faith dispute, where such failure is not cured within thirty (30) calendar days after receipt of written notice by the non-defaulting Party of such failure to pay such amounts due hereunder; provided, however, any amount due shall continue to accrue interest during any such cure period as set forth in Section 3.2; or 51 STPUD: Final Draft 10.14.2021 23 (b) Except as otherwise provided in Article XVII, or Section 6.1(c), any other material default in the event such default is not cured within thirty (30) calendar days after receipt of written notice of the default from the non-defaulting Party setting forth in reasonable detail the nature of such default; provided, that in the case of any such default that cannot be reasonably cured within the thirty (30) calendar days, then the defaulting Party shall have additional time, but in any event not longer than ninety (90) days, to cure the default if it commences in good faith to cure the default within such thirty (30) calendar day cure period and it diligently and continuously pursues such cure; or; (c) A Party’s dissolution or liquidation; a Party’s making a general assignment of its assets for the benefit of creditors (except as otherwise permitted by this Agreement); a Party’s filing of a voluntary petition in bankruptcy or insolvency or for reorganization or arrangement under the bankruptcy laws of the United States or under any insolvency act of any state, or after the filing of a case in bankruptcy or any proceeding under any other insolvency law against a Party, a Party’s failure to obtain a dismissal of such filing within sixty (60) calendar days after the date of such filing; or (d) Any representation or warranty furnished by a Party in connection with this Agreement was false or misleading in any material respect when made, unless the fact, circumstance or condition that is the subject of such representation or warranty is made true within thirty (30) calendar days after the other Party has given the defaulting Party written notice thereof; provided, however, that if the fact, circumstance or condition that is the subject of such representation or warranty cannot be corrected within thirty (30) calendar days; or if such fact, circumstance or condition being otherwise than as first represented does not materially adversely affect the non-defaulting Party, then the defaulting Party shall have additional time, but in any event not longer than ninety (90) days, to cure the default if it commences in good faith within such thirty (30) calendar day cure period to correct the fact, circumstance or condition that is the subject of such representation or warranty and it diligently and continuously proceeds with all due diligence to correct the fact, circumstance or condition that is the subject of such representation or warranty; or (e) A failure to maintain insurance pursuant to Article XX, which is not corrected within thirty (30) days; or (f) Purchaser loses its rights to occupy and enjoy the Site; or (g) Purchaser prevents Seller from installing the System or otherwise failing to perform in a way that prevents the delivery of electric energy from the System. Section 12.2 Upon the occurrence of an Event of Default, or if otherwise permitted under this Agreement, the non-defaulting Party may exercise any one or more of the following remedies: (a) Exercise any and all remedies available under this Agreement (including Section 6.1(d)) or under Applicable Laws after the applicable cure period; or (b) Terminate this Agreement by delivery of a written notice to defaulting Party declaring termination. No termination of this Agreement following an Event of Default shall 52 STPUD: Final Draft 10.14.2021 24 relieve the defaulting Party of its liability and obligations hereunder, and the non-defaulting Party may take whatever action may appear necessary or desirable to enforce performance and observance of any obligations under this Agreement pursuant to this Article XII, and the rights given hereunder and under Applicable Laws. Section 12.3 Except as specifically provided herein, each and every right, power and remedy of a Party, whether specifically stated in this Agreement or otherwise existing, may be exercised concurrently or separately from time to time, and so often and in such order as may be deemed expedient by the exercising Party. No delay or omission of a Party in the exercise of any right, power or remedy shall impair or operate as a waiver thereof or of any other right, power or remedy. ARTICLE XIII NO PARTNERSHIP/INDEPENDENT SELLER Section 13.1 No Partnership. Notwithstanding any provision of this Agreement, the Parties do not intend to create hereby any lease, joint venture, partnership or association taxable as a corporation or other entity for the conduct of any business for profit. Neither Party shall have any right, power or authority to enter any agreement or undertaking for, or act on behalf of, or to act as or be an agent or representative of the other Party. Section 13.2 Changes to Agreement. If it should appear that one or more changes to this Agreement would be required in order to prevent the creation of a partnership for United States federal tax purposes between Seller and Purchaser, the Parties agree to negotiate promptly in good faith with respect to such changes. Section 13.3 Independent Contractors. The Parties agree that they are independent contractors and shall be at all times solely responsible for themselves, as well as their respective officers, directors, members, partners, employees, agents, and contractors as to workmanship, accidents, injuries, wages, supervision and control. This Agreement may not be altered in any manner so as to change the relationship or responsibilities of the Parties as independent contractors. ARTICLE XIV METER MAINTENANCE AND RECORDS Section 14.1 Reporting Requirements. Seller shall comply with the reporting requirements set forth in Exhibit E at no cost to Purchaser for the five (5) year Term following the Commercial Operation Date. Section 14.2 Metering. Energy Output delivered by Seller to Purchaser hereunder shall be measured by electric watt-hour meters located at the Delivery Point as follows: (a) Seller shall own, operate, maintain and read the Meter for the measurement of Energy Output provided to Purchaser. Upon Purchaser’s written request, Seller shall furnish a copy of all technical specifications and accuracy calibrations for the Meter. (b) Purchaser shall have the right to install check meters and associated metering equipment and shall, upon prior written notice to Seller, have reasonable access to 53 STPUD: Final Draft 10.14.2021 25 Seller’s metering equipment for purposes of testing. Purchaser or its energy supplier may test the Meter annually, with the costs of such annual testing to be borne by Purchaser, including any costs incurred by Seller associated with such annual testing. (c) Each Party shall have the right to be present when the other Party is performing maintenance on the metering equipment; provided, that the Party performing maintenance gives the other Party reasonable prior notice of the scheduled maintenance time. (d) All records, reports and data concerning the Meter shall be and remain the property of Seller, although Purchaser shall have the right to use the same to the extent necessary to perform and administer this Agreement and in connection with its use of RECs and Utility Rebates. Purchaser shall also have the right to share data collected by the data acquisition system (DAS), with the public for informational purposes. Seller must pay to test the Meter every three (3) years regardless of any error. Should Purchaser request testing more frequently than every three (3) years and such testing indicates that such Meter is in error by less than two percent (2%), then Purchaser shall reimburse Seller for costs associated with testing the Meter. On the other hand, if such testing indicates that such Meter is in error by two percent (2%) or more, then Seller shall promptly repair or replace such Meter at its sole expense. Seller shall make a corresponding adjustment to the records of the amount of Energy Output based on such test results for (a) the actual period of time when such error caused inaccurate meter recordings, if such period can be determined to the mutual satisfaction of the Parties, or (b) if such period cannot be so determined, then a period equal to one-half (1/2) of the period from the later of (i) the date of the last previous test confirming accurate metering and (ii) the date the Meter was placed into service; provided, however, that such period shall in no case exceed two (2) years whereupon the Parties shall make such payments as are appropriate to reflect such correction in Energy Output amounts. ARTICLE XV OTHER RIGHTS AND OBLIGATIONS OF THE PARTIES Section 15.1 License Agreement. Both Parties shall comply with the terms of the License Agreement. Section 15.2 Compliance with Applicable Laws. Both Parties shall comply in all material respects with all Applicable Laws, including but not limited to environmental laws, workers’ compensation laws, unemployment insurance laws, and health and safety laws. ARTICLE XVI PUBLICITY AND PROPRIETARY INFORMATION Section 16.1 Publicity. (a) The Parties share a common desire to generate favorable publicity regarding the System and their association with it. The Parties agree that they will, from time to time, issue press releases regarding the System and that they shall cooperate with each other in connection with the issuance of such releases including completing the review of press releases proposed to be issued by the other Party by no later than ten (10) calendar days after submission by such other Party. Each Party agrees that it shall not issue any press release containing the identity of the other Party or the specific terms of this Agreement (except for filings as may be required by applicable 54 STPUD: Final Draft 10.14.2021 26 law) without the prior consent of the other, and each Party agrees not to unduly withhold or delay any such consent. (b) Purchaser or Seller may, with the prior written approval of the other Party (which shall not be unreasonably withheld), reference the System and display photographs of the System in its promotional materials. (c) Seller shall provide a web-enabled computer/monitor (“Monitor”) in a location reasonably determined by Purchaser, which Purchaser may use to display information regarding solar power generation of the System, in addition other information that Purchaser may choose to display that is understandable to visitors, such as level of independence and cost savings provided by the System, in addition to various environmental offsets, such as the number of homes powered, or carbon, coal, and tree equivalents. Seller shall be responsible for obtaining and mounting the Monitor in the location selected by Purchaser. Purchaser shall be responsible for obtaining and displaying information of its choosing on the Monitor, as well as any required upkeep or maintenance of such monitor. Purchaser may utilize information from the DAS (provided as part of the System in accordance with Exhibit E) online portal, which will be made available by Seller, in connection with such display. Section 16.2 Proprietary Information. Except as otherwise provided herein, any Proprietary Information of a Party (the “Transferor”) which is disclosed to or otherwise received or obtained by the other Party (the “Transferee”) incident to this Agreement shall be held, in confidence, and the Transferee shall not publish or otherwise disclose any such Proprietary Information to any Person for any reason or purpose whatsoever, or use any such Proprietary Information for its own purposes or for the benefit of any Person, without the prior written approval of the Transferor, which approval may be granted or withheld by the Transferor in its sole discretion. Without limiting the generality of the foregoing, each Party shall observe the same safeguards and precautions with regard to Proprietary Information which such Party observes with respect to its own information of the same or similar kind. Section 16.3 Definition of Proprietary Information: (a) The term “Proprietary Information” means (i) the terms set forth in this Agreement, and (ii) all information, written or oral, which has been or is disclosed by the Transferor, or which otherwise becomes known to the Transferee or any Person in a confidential relationship with, the Transferee, and which (A) relates to matters such as patents, trade secrets, research and development activities, draft or final contracts or other business arrangements, books and records, budgets, cost estimates, pro forma calculations, engineering work product, environmental compliance, vendor lists, suppliers, manufacturing processes, energy consumption, pricing information, private processes, and other similar information, as they may exist from time to time, or (B) the Transferor expressly designates in writing to be confidential. (b) Proprietary Information shall exclude information falling into any of the following categories: 55 STPUD: Final Draft 10.14.2021 27 (i) Information that, at the time of disclosure hereunder, is in the public domain, other than information that entered the public domain by breach of this Agreement or any other agreement, or in violation of any Applicable Law; (ii) Information that, after disclosure hereunder, enters the public domain, other than information that entered the public domain by breach of this Agreement or any other agreement, or in violation of any Applicable Law; (iii) Information, other than that obtained from third parties, that prior to disclosure hereunder, was already in the recipient’s possession, either without limitation on disclosure to others or subsequently becoming free of such limitation; (iv) Information obtained by the recipient from a third party having an independent right to disclose the information; or (v) Information that is obtained through independent research without use of or access to the Proprietary Information. Section 16.4 Notwithstanding the foregoing: (a) A Transferee may provide any Proprietary Information to any Governmental Authority having jurisdiction over or asserting a right to obtain such information; provided, that (i) the disclosure of such Proprietary Information is required by Applicable Laws, or such Governmental Authority issues a valid order that such Proprietary Information be provided, and (ii) the Transferee promptly advises the Transferor of any request for such information by such Governmental Authority and cooperates in giving the Transferor an opportunity to present objections, requests for limitation, and/or requests for confidentiality or other restrictions on disclosure or access, to such Governmental Authority. (b) Seller may disclose Proprietary Information to any Governmental Authority in connection with the application for any license or other authorization or Other Credit or Rebate; provided, however, that Seller shall make use of any applicable policy or regulation of the Governmental Authority that allows for the filing of Proprietary Information under seal or other confidentiality procedures. (c) Seller may disclose Proprietary Information to any prospective Financing Party for purposes of such party’s evaluation in connection with the provision of debt or equity financing (including equity contributions or commitments), refinancing of any such financing, or any guarantee, insurance or credit support for or in connection with such financing or refinancing, in connection with the construction, ownership, operation or maintenance of the System, or any part thereof; provided, that the recipient of any such Proprietary Information agrees in writing to maintain such information in confidence under terms substantially identical to those contained in this Agreement. Seller shall vigorously enforce the terms of any such confidentiality agreement. (d) Either Party may disclose Proprietary Information to the extent that such disclosure is required pursuant to the rules of any securities exchange to the extent such Party is subject to regulation. 56 STPUD: Final Draft 10.14.2021 28 (e) Nothing contained in this Agreement shall be deemed to restrict or prohibit Purchaser from complying with a validly issued subpoena or with Applicable Laws, including the California Public Records Act, Government Code sections 6250, et seq., and Purchaser may disclose Proprietary Information to the extent it is required to do so pursuant to these authorities. Prior to disclosure, Purchaser shall undertake reasonable efforts to notify Seller of any records request that Purchaser reasonably believes to encompass records related to Proprietary Information in order to allow Seller to identify, prior to the response deadline imposed on Purchaser pursuant to Applicable Laws, any such information that may be protected from disclosure under Applicable Laws. The decision on whether certain records are required to be disclosed pursuant to the California Public Records Act rests with the Purchaser. Section 16.5 In the event of a breach or threatened breach of the provisions of Article XVI by any Transferee, the Transferor shall be entitled to an injunction restraining such Party from such breach. Nothing contained herein shall be construed as prohibiting the Transferor from pursuing any other remedies available at law or equity for such breach or threatened breach of this Agreement. Section 16.6 Disclosure to Affiliates. Each Party agrees that it will make available Proprietary Information received from the other Party to its Affiliates and its and their employees, agents, contractors and advisors only on a need-to-know basis, and that all Persons to whom such Proprietary Information is made available will be made aware of the confidential nature of such Proprietary Information, and will be required to agree to hold such Proprietary Information in confidence under terms substantially identical to the terms hereof. Section 16.7 Tax Structure or Treatment. Notwithstanding anything to the contrary set forth herein or in any other agreement to which the Parties are parties or by which they are bound, the obligations of confidentiality contained herein and therein, as they relate to the transaction, shall not apply to the U.S. federal tax structure or U.S. federal tax treatment of the transaction, and each Party (and any employee, representative, or agent of any Party hereto) may disclose to any and all persons, without limitation of any kind, the U.S. federal tax structure and U.S. federal tax treatment of the transaction. The preceding sentence is intended to cause the transaction not to be treated as having been offered under conditions of confidentiality for purposes of Section 1.6011-4(b)(3) (or any successor provision) of the Treasury Regulations promulgated under Section 6011 of the Code and shall be construed in a manner consistent with such purpose. In addition, each Party acknowledges that it has no proprietary or exclusive rights to the tax structure of the transaction or any tax matter or tax idea related to the transaction. Section 16.8 The obligations of the Parties under this Article XVI shall remain in full force and effect during the Term and for two (2) years following the expiration or termination of this Agreement. ARTICLE XVII FORCE MAJEURE Section 17.1 The term “Force Majeure,” as used in this Agreement, means causes or events beyond the reasonable control of, and without the fault or negligence of the Party claiming Force Majeure or its contractors or subcontractors. Subject to the foregoing definition, examples 57 STPUD: Final Draft 10.14.2021 29 of causes or events that may constitute Force Majeure include acts of God, sudden actions of the elements such as floods, earthquakes, volcanoes, meteorites, hurricanes, solar flare or eruption, wind speeds in excess of safe installation or working limits of the photovoltaic modules or tornadoes; sabotage; vandalism beyond that which could reasonably be prevented by the Party claiming the Force Majeure; terrorism; acts of a public enemy; war; riots or other civil disturbance; fire; explosion; Utility Outages; any failure or inability to obtain necessary machinery, equipment, materials or spare parts, but only to the extent such failure or inability is caused by an event of Force Majeure, including any order to Seller to take any action, that prevents Seller from delivering Energy Output under this Agreement. Notwithstanding the foregoing, during the development or construction of the System, but not from or after the Commercial Operation Date, Force Majeure shall include strikes or labor disruptions (even if such difficulties could be resolved by conceding to the demands of a labor group); the adoption or amendment of any rule or regulation or judicial decision lawfully imposed by federal, state, or local government bodies. Section 17.2 Neither Party shall be considered to be in default in the performance of any obligations in this Agreement (other than obligations to pay money, including for sales and purchases of Energy Output pursuant to Article II) when a failure of performance shall be due to an event of Force Majeure, and any time periods for such performance shall be extended during an event of Force Majeure; provided, that (i) the non-performing Party gives the other Party prompt written notice describing the particulars of the event of the Force Majeure; (ii) the suspension of performance is of no greater scope and of no longer duration than is required by the Force Majeure event; (iii) the non-performing Party proceeds with reasonable diligence to remedy its inability to perform, mitigates the effects of the Force Majeure event and provides regular progress reports to the other Party describing actions taken to end the Force Majeure event; and (iv) when the non- performing Party is able to resume performance of its obligations under this Agreement, the non- performing Party shall provide written notice of its ability to resume performance of its obligations under this Agreement and shall promptly resume such performance. Section 17.3 If an event of Force Majeure continues for a period of one hundred eighty (180) days or more and prevents a material part of the performance by a Party hereunder, then at any time thereafter during the continuation of the Force Majeure event, either Party shall have the right to terminate this Agreement by providing written notice of termination to the other Party. Termination shall be effective upon the giving of the notice; provided that, if one Party has begun and continues to undertake commercially reasonable measures to overcome such event of Force Majeure, the other Party shall not have the right to terminate until such event of Force Majeure prevents material performance for a total of three hundred sixty-five (365) days. Termination under this Section 17.3 shall be without fault or further liability to either Party, except each Party shall pay all amounts accrued but unpaid to the other Party under this Agreement. ARTICLE XVIII WARRANTIES AND PERFORMANCE STANDARD Section 18.1 Warranty. Seller warrants that (i) the Energy Output provided by Seller under this Agreement at the Delivery Point shall be produced by a photovoltaic system consisting of photovoltaic modules and suitable for use in a commercial operation for utility interconnection, and (ii) title to the Energy Output delivered at the Delivery Point shall pass from Seller to Purchaser free of any Liens created by Seller. 58 STPUD: Final Draft 10.14.2021 30 Section 18.2 Performance Standard. Seller shall undertake commercially reasonable efforts to operate and maintain the System in accordance with Prudent Operating Practices and the provisions of this Agreement. Section 18.3 Limitation of Warranty. EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH IN THE AGREEMENT, SELLER MAKES NO WARRANTY EXPRESS OR IMPLIED UNDER THIS AGREEMENT. ANY AND ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND ANY OTHER WARRANTIES, WHETHER BASED ON STATUTE, CONTRACT, TORT OR OTHERWISE (OTHER THAN AS SPECIFICALLY SET FORTH IN THE AGREEMENT) ARE HEREBY COMPLETELY AND IRREVOCABLY WAIVED BY PURCHASER. ARTICLE XIX INDEMNIFICATION Section 19.1 Indemnification by Seller. Seller shall fully indemnify, save harmless and defend Purchaser or any of its trustees, officers, directors, employees, contractors and agents from and against any and all claims, demands, losses, damages, defense costs, other legal costs, or liability of any kind or nature which Purchaser may sustain or incur or which may be imposed upon it at any time for injury to or death of persons, or damage to property arising out of Seller’s activities hereunder, excepting any liability arising out of the willful misconduct or sole negligence of Purchaser or any of its agents, contractors or invitees, including (a) any and all federal, state, and local taxes, charges, fees, or contributions required to be paid with respect to Seller and Seller’s officers, employees and agents engaged in the performance of this Agreement (including, with limitation, unemployment insurance, Social Security, and payroll tax withholding), and (b) all Liabilities arising out of or relating to the existence at, on, above, below or near the Site of any Hazardous Substance, to the extent deposited, spilled or otherwise caused by Seller or any of its agents. In addition, the Seller shall indemnify, hold harmless and defend Purchaser, its officers, agents, and employees, from liability of any nature or kind, including costs and expenses, for infringement or use of any copyrighted or un-copyrighted composition, secret process, patented, or unpatented invention, article, or appliance furnished or used in connection with the System, except to the extent such use was required by Purchaser. Section 19.2 Indemnification by Purchaser. Purchaser shall indemnify, save harmless and defend Seller or any of its officers, directors, employees, contractors and agents from and against any and all costs, claims, and expenses incurred by such parties in connection with or arising from (a) any claim by a third party for physical damage to or physical destruction of property, or death of or bodily injury to any person arising out of the sole negligence or willful misconduct of Purchaser or its agents or employees, or (b) all liabilities arising out of or relating to the existence at, on, above, or below the Site of any Hazardous Substance, except to the extent deposited, spilled or otherwise caused by Seller or any of its agents. Section 19.3 The foregoing Sections 19.1 and 19.2 shall be in addition to and not in lieu of any other indemnity obligations provided by law and shall not be limited by the insurance provisions contained in this Agreement. The indemnity provided in Section 19.1 also shall apply to the successors and permitted assigns of the Seller. 59 STPUD: Final Draft 10.14.2021 31 Section 19.4 Notice of Claims. Any Party seeking indemnification hereunder (the “Indemnified Party”) shall deliver to the other Party (the “Indemnifying Party”) a written notice describing the facts underlying its indemnification claim and the amount of such claim (each such notice a “Claim Notice”). Such Claim Notice shall be delivered promptly to the Indemnifying Party that an action at law or a suit in equity has commenced; provided, however, that failure to deliver the Claim Notice shall not relieve the Indemnifying Party of its obligations under this Article XIX, except to the extent that such Indemnifying Party has been prejudiced by such failure. Section 19.5 Defense of Action. If requested by the Indemnified Party, the Indemnifying Party shall assume on behalf of the Indemnified Party, and conduct with due diligence and in good faith, the defense of such Indemnified Party with counsel reasonably satisfactory to the Indemnified Party; provided, however, that if the Indemnifying Party is a defendant in any such action and the Indemnified Party reasonably believes that there may be legal defenses available to it that are inconsistent with those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to participate in its defense of such action at the Indemnifying Party’s expense. If any claim, action, proceeding or investigation arises as to which the indemnity provided for in this Article XIX applies, and the Indemnifying Party fails to assume the defense of such claim, action, proceeding or investigation after having been requested to do so by the Indemnified Party, then the Indemnified Party may, at the Indemnifying Party’s expense, contest or, with the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, settle such claim, action, proceeding or investigation. All costs and expenses incurred by the Indemnified Party in connection with any such contest or settlement shall be paid upon demand by the Indemnifying Party. ARTICLE XX INSURANCE Section 20.1 Insurance. Seller shall provide and maintain, without interruption, during the Term hereof insurance coverage of the types and in the amounts set forth in the subparagraphs below, provided that Purchaser may meet these requirements through self- insurance. (a) Commercial general liability insurance for bodily injury (including death), personal injury, property damage, owned and non-owned equipment, blanket contractual liability, completed operations, explosion, collapse, underground excavation and removal of lateral support covering Seller’s performance under this Agreement, which coverage shall be at least as broad as Insurance Services Office (ISO) Occurrence form CG 0001, and with a limit in an amount of not less than two million Dollars ($2,000,000). If insurance with a general aggregate limit or products- completed operations aggregate limit is used, either the general aggregate limit shall apply separately to the Project or location (with the ISO CG 2503, or ISO CG 2504, or insurers equivalent endorsement provided to the Purchaser) or the general aggregate limit and products-completed operations aggregate limit shall be twice the required occurrence limit. (b) Excess Liability Insurance with limits of not less than $5,000,000 per occurrence and in the general annual aggregate in excess of the limited provided in the CGL policies set forth above. The coverage terms of the Excess insurance must be at least as broad as the underlying insurance policies. 60 STPUD: Final Draft 10.14.2021 32 (c) Employer’s liability insurance with coverage of at least $1,000,000 each accident, One Million Dollars ($1,000,000) disease policy limit, and One Million Dollars ($1,000,000) disease each employee. (d) Workers’ compensation insurance as required by law. (e) Automobile liability insurance for bodily injury (including death) and property damage which coverage shall be at least as broad as ISO Business Auto Coverage (Form CA 0001), covering Symbol 1 (any auto), and with a limit in an amount of not less than One Million Dollars ($1,000,000) each accident. (f) As to all insurance coverage required herein: (i) Seller shall disclose to Purchaser and obtain Purchaser’s prior written approval for any deductible or self-insured retention exceeding $25,000.00; (ii) If any insurance policy of Seller includes language conditioning the insurer’s legal obligation to defend or indemnify the Purchaser on the performance of any act(s) by the named insured, then said insurance policy, by endorsement, shall also name the Purchaser as a named insured. Notwithstanding the foregoing, both the Seller and its insurers agree that by naming Purchaser as a named insured, the Purchaser may at its sole discretion, but is not obligated to, perform any act required by the named insured under said insurance policies; (g) The insurance policies shall contain or be endorsed to contain the following specific provisions: (i) The commercial general and automobile liability policies and excess umbrella liability policy, if any, shall contain, or be endorsed to contain the following provisions: (1) the Purchaser, its elected officials, directors, officers, consultants, subconsultants, agents, employees and volunteers shall be named as additional insureds; (2) Seller’s insurance shall be primary insurance as respects the additional insureds and any insurance, self-insurance or other coverage maintained by the additional insureds shall not contribute to it; (3) any failure to comply with the reporting or other provisions of the policies including breaches and warranties shall not affect coverage provided to the additional insureds; (4) the policies shall waive transfer rights of recovery (subrogation) against the additional insureds; (5) the insurance, subject to all its other terms and conditions, shall apply to the liability assumed by the Seller under the Agreement; and (6) the Seller’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 insurers liability. (ii) Each insurance policy shall state, or be endorsed to state, that coverage shall not be canceled, terminated, suspended, voided or reduced in coverage by the insurance carrier or the Seller or allowed to expire, except after thirty (30) days (ten (10) days for non-payment of premium) prior written notice has been given to the Purchaser. 61 STPUD: Final Draft 10.14.2021 33 (iii) Any excess/umbrella liability policy shall contain, or be endorsed to contain, the following provisions: (1) following form coverage at least as broad as the primary policy; (2) a schedule of underlying insurance which matches the actual policy numbers and coverage limits in the actual underlying policies; and (3) a total underlying coverage limit plus excess/umbrella limit equal to or greater than the required coverage limit for each type of coverage. (h) The above insurance coverage shall not limit the indemnification obligations of Seller as provided below and the failure to maintain the required coverages shall constitute a material breach of this Agreement. (i) All insurance required by this Agreement shall be placed with insurers authorized by the State of California to transact insurance business of the types required herein. Each insurer shall have a current Best Insurance Guide rating of not less than A-:VII unless prior approval is secured from the Purchaser as to the use of such insurer. (j) Seller shall require all of its contractors and subcontractors to purchase and maintain the types of insurance as are required herein and in limits and amounts reasonably sufficient, given the type of work being performed by such major contractors and subcontractors, to protect the Seller and "additional insureds" from claims arising out of the work of the contractor or subcontractor or by anyone directly or indirectly employed by them or by anyone for whose acts the subcontractor may be liable. The Seller shall receive and maintain satisfactory evidence from such contractors and subcontractors that verifies that they are in compliance with this requirement. The Seller shall continuously maintain such evidence and provide it for review by the Purchaser upon reasonable request. Section 20.2 Certificates of Insurance. On or prior to the Effective Date, Seller shall provide Purchaser with certificates of insurance and endorsements evidencing the coverage required under this Section 20.1. If any of the required coverages expire during the Term of this Agreement, the Seller shall deliver to Purchaser such certificates of insurance and certified copies of any renewed or replacement policies at least ten (10) days prior to the expiration date. Section 20.3 Occurrence Policy. All insurance required hereunder shall provide insurance for occurrences from the date hereof throughout the later of the expiration or termination hereof. ARTICLE XXI DISPUTES Section 21.1 Any dispute, controversy or claim arising out of or in connection with this Agreement (a “Dispute”) shall be resolved in accordance with this Article XXI. The Parties agree to make a good faith attempt to resolve any and all Disputes. Upon the occurrence of a Dispute: (a) Either Party may deliver a notice to the other Party requesting the Dispute be referred to that Party’s management. Any such notice shall include the names of the managers to resolve the Dispute. Any such notice shall be delivered within a reasonable period of time after the Dispute arises. Within seven (7) Business Days after receipt of a notice, the other Party shall 62 STPUD: Final Draft 10.14.2021 34 provide written notice to the requesting Party indicating a schedule for informal Dispute resolution, which informal resolution shall commence within fourteen (14) Business Days of the notice of Dispute. The Parties shall use good faith, reasonable, diligent efforts to resolve the Dispute within ninety (90) Business Days after receipt of the notice of Dispute. (b) If, after such informal resolution in accordance with paragraph (a) above a Dispute remains unresolved, the Parties may, upon mutual agreement, submit to mediation before a mutually agreed upon mediator. The mediator’s fee and expenses shall be paid one-half by each Party. (c) With respect to any Dispute not resolved to the mutual satisfaction of the Parties pursuant to paragraphs (a) and (b) above, each Party shall retain the right, but not the obligation, to pursue any legal or equitable remedy available to it in a court of competent jurisdiction. Seller shall comply with all claims presentation requirements as provided in Chapter 1 (commencing with section 900) and Chapter 2 (commencing with section 910) of Part 3 of Division 3.6 of Title 1 of Government Code as a condition precedent to Seller’s right to bring a civil action against Purchaser. For purposes of those provisions, the running of the time within which a claim must be presented to Purchaser shall be tolled from the time Seller submits its written notice of Dispute until the time the Dispute is denied, including any time utilized by any applicable meet and confer process. (d) Either Party may seek a restraining order, temporary injunction, or other provisional judicial relief if the Party, in its sole judgment, believes that such action is necessary to avoid irreparable injury or to preserve the status quo. The Parties shall continue to undertake the procedures hereunder, in good faith, despite any requests for provisional relief. (e) During the conduct of any Dispute resolution procedures pursuant hereto the Parties shall continue to perform their respective obligations irrespective of the matters in Dispute. ARTICLE XXII LIMITATIONS OF LIABILITY Section 22.1 Waiver of Consequential Damages. Except to the extent of its indemnity obligations for third party claims set forth herein for such liquidated damages that are expressly set forth herein, neither Party shall be liable hereunder for any special, incidental, indirect, punitive or consequential damages arising out of, or in connection with, this Agreement or such Party’s performance of its obligations hereunder, including, but not limited to, loss of profits or revenue, lost business opportunities, cost of capital or cost of replacement services. Notwithstanding anything herein, any liquidated damages (including the Termination Value) or other amount due and owing under this Agreement upon the termination of this Agreement shall not be deemed consequential damages. Section 22.2 Limitation of Liability. Seller’s liability to Purchaser hereunder shall not exceed $250,000, except for: (1) claims related to fraud or gross negligence; (2) indemnity obligations for third party claims set forth herein; and (3) for any liability covered by Seller’s insurance coverages required by this Agreement. 63 STPUD: Final Draft 10.14.2021 35 ARTICLE XXIII PURCHASER’S OPTION TO PURCHASE THE SYSTEM Section 23.1 Option to Purchase During Term. Provided that no Purchaser Event of Default will have occurred and be continuing, on the seventh (7th), tenth (10th), fifteenth (15th) and twentieth (20th) anniversaries of the Commercial Operation Date, Purchaser shall have the option to purchase the System from Seller at a price equal to the Fair Market Value of the System. Purchaser shall notify Seller in writing of its intent to exercise its purchase option under this Section 23.1 no later than ninety (90) days prior to the seventh (7th), tenth (10th), fifteenth (15th) and twentieth (20th) anniversaries (as applicable) of the Commercial Operation Date. Section 23.2 Option to Purchase at End of Term. Provided that Purchaser has fulfilled all obligations to Seller under this Agreement, at the expiration of the Term of this Agreement, Purchaser shall have the option to purchase the System from Seller at a price equal to the Fair Market Value of the System. Purchaser shall notify Seller in writing of its intent to exercise its purchase option under this Section 23.2 no later than ninety (90) days prior to the end of the Term. Section 23.3 Procedure. If Purchaser desires to exercise the option set forth in Section 23.1 or Section 23.2, the Parties will promptly agree to a date for the closing of the purchase, not less than sixty (60) days or more than one hundred and twenty (120) days after such confirmation, at which closing, Seller and Purchaser, as the case may be, shall execute and/or deliver the following documents: (a) all documents necessary to cause title to the System to pass to Purchaser, free and clear of any liens immediately subsequent to the purchase; (b) assignment and assumption agreements, with all necessary consents thereto, causing the assignment of Seller’s rights to Purchaser and assumption by Purchaser of the obligations of Seller under all material contracts with respect to the System, including the License Agreement; (c) assignment of all warranties for the System to Purchaser, to the extent that such warranties are assignable; and (d) evidence of the satisfaction of any loans or other obligations of Seller to any lender that provided financing in connection with the System. The System shall be sold to Purchaser “as-is, where-is,” without further warranty by Seller, provided, however, that Seller shall disclose prior to purchase and assign, transfer and deliver to Purchaser all manufacturer or other warranties on the System that apply to Purchaser as the new owner of the System. ARTICLE XXIV MISCELLANEOUS Section 24.1 Audit Review. Except as otherwise provided in Article XIV and Exhibit E, copies of any records in the possession of either Party related solely to the volume or price of the Energy Output, including invoices, receipts, charts, computer printouts, magnetic tapes or other media, shall be made available not more than one (1) time per calendar year during the Term of this Agreement by either Party to the other Party, at no cost to the requesting party, within thirty (30) days of receipt by the Party supplying such records in response to a written request from the other party specifying in reasonable detail the records to be provided. Section 24.2 Purchaser Financial Information. Purchaser shall provide (or cause its auditors to provide) Seller with copies of its audited financial information within one hundred 64 STPUD: Final Draft 10.14.2021 36 twenty (120) days following the end of each fiscal year during the Term hereof. Compliance with this requirement shall be achieved where Purchaser posts a copy of its annual audit report on Purchaser’s public-facing webpage within one hundred twenty (120) days following the end of each fiscal year. Section 24.3 Notice. Any notice, demand, request, consent, approval confirmation, communication or statements which is required or permitted under this Agreement shall be in writing and shall be given or delivered by electronic mail, personal service, Federal Express or comparable overnight delivery service, or by deposit in the United States Post Office, postage prepaid, by registered or certified mail, return receipt requested and addressed to the Party receiving notice as specified below. Changes in such address and/or contact persons named shall be made by notice similarly given. Notices given by electronic mail or personal service shall be deemed given and received the day so given or sent. Notices mailed or sent by a delivery service or by registered or certified mail as provided herein shall be deemed given on the fifth Business Day following the date so mailed or on the date of actual receipt, whichever is earlier. Each party shall deem a document emailed or electronically sent in PDF form to it as an original document. PURCHASER: South Tahoe Public Utility District 1275 Meadow Crest Drive South Lake Tahoe, CA 96150 Attention: General Manager Telephone: (530) 544-6474 With a required copy that shall not constitute notice to: Brownstein Hyatt Farber Schreck, LLP 1021 Anacapa Street, Second Floor Santa Barbara, CA 93101 Attention: Gary M. Kvistad Telephone: (805) 963-7000 Email: gkvistad@bhfs.com SELLER: SSI DevCo, LLC 530 Gaither Road, Suite 900 Rockville, MD 20850 Attention: Michael Streams Telephone: 301-944-1200 Email: michael.streams@standardsolar.com With a required copy that shall not constitute notice to: GreeneHurlocker, PLC 4908 Monument Avenue, Suite 200 Richmond, VA 23230 Attention: Eric W. Hurlocker 65 STPUD: Final Draft 10.14.2021 37 Telephone: 804-672-4551 Facsimile: 804-672-4540 E-mail: ehurlocker@greenehurlocker.com Section 24.4 Complete Agreement; Modification. The terms and provisions contained in this Agreement and referenced documents constitute the entire Agreement between Purchaser and Seller and shall supersede all previous communications, representations, or agreements, either oral or written, between Purchaser and Seller with respect to the sale of Energy Output from the System. No amendment or modification of this Agreement shall be binding on either Party unless such amendment is reduced to writing and signed by authorized representatives of both Parties. Section 24.5 Third Party Beneficiaries. Except as otherwise expressly provided herein (e.g., with respect to Financing Party’s rights hereunder), this Agreement is for the sole benefit of the Parties hereto and their permitted successors and assigns, and nothing in this Agreement or any action taken hereunder shall be construed to create any duty, liability or standard of care to any Person not a Party to this Agreement. Except as specifically otherwise provided herein, no Person shall have any rights or interest, direct or indirect, in this Agreement. Section 24.6 Assignment; Financing. (a) Assignment. (i) Except as set forth in this Section 24.6(a), neither Party shall have the right to sell, transfer or assign this Agreement or its rights, duties or obligations hereunder, without the prior written consent of the other Party, which consent may not be unreasonably withheld, conditioned or delayed. (ii) Seller may, without the prior written consent of Purchaser, finance the acquisition and installation of the System through a loan, lease, partnership or other arrangement with one or more Financing Party as security. In connection with such financing, Seller may, without the prior written consent of Purchaser, assign a security interest in the System and/or this Agreement, to one or more Financing Parties or an affiliate of Seller or a Financing Party. Seller shall provide prompt notice to Purchaser of any such assignment. Seller shall remain jointly liable along with such assignee for the obligations of Seller hereunder. (iii) Seller shall not otherwise sell, transfer, or assign its rights and obligations under this Agreement, or any interest in the Agreement, without the prior written consent of Purchaser. Purchaser shall approve or deny any request under this Section 24.6(a)(iii) of Seller’s written request within thirty (30) days of receipt thereof, unless the Parties mutually agree in writing to a longer period. Purchaser’s consent under this Section 24.6(a)(3) shall not be unreasonably withheld, provided that Seller provides Purchaser with reasonable proof to Purchaser’s reasonable satisfaction that the proposed assignee: (a) has experience in operating and maintaining solar photovoltaic systems greater than or equal to that of Seller; (b) has the financial capability and credit rating equal to or greater than that of Seller as of the Effective Date; (c) has the ability to maintain the 66 STPUD: Final Draft 10.14.2021 38 System and provide the services required pursuant to this Agreement in the manner required by this Agreement and provides all applicable warranties that it shall do so; and (d) agrees to be bound by the requirements of this Agreement. (iv) Seller shall not sell, lease, or otherwise transfer the System to any third party unless it also assigns all of its rights and obligations under this Agreement to such third party and such assignment is permitted by this Section 24.6. Assignments or transfers not in compliance with this section will be void. In the case where Seller is not required to get prior written consent of Purchaser to make an assignment, Seller shall provide prior written notice of any such assignment to Purchaser. This Agreement shall be binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and permitted assigns. In the event of a permitted assignment, such assignee shall be considered “Seller” or “Purchaser” (as applicable) for all purposes hereunder. (b) Financing. Purchaser acknowledges that Seller may be financing a part or all of its capital requirements for the installation of the System and its operation and maintenance with a Financing Party. Seller may choose the manner of financing the System and the financing parties in Seller’s sole discretion. The transaction costs and repayment of any such Seller financing shall be borne entirely by Seller. (i) In the event of a default by Seller in the performance of any of its obligations under this Agreement, or upon the occurrence or non-occurrence of any event or condition under this Agreement which would immediately or with the passage of any applicable grace period or the giving of notice, or both, enable Purchaser to terminate or suspend its obligations or exercise any other right or remedy under this Agreement or under applicable law, if Seller has provided written notice to Purchaser of the Financing Party’s name and address, Purchaser will provide the Financing Party with notice of such occurrence at the same time it provides such notice to Seller. Each such Financing Party or its designee shall have the right but not the obligation to perform the Seller’s breached obligations under this Agreement within forty five (45) days of an Event of Default by Seller. (ii) Upon any default by Seller and the exercise of remedies by a Financing Party under any Seller financing agreement, including any foreclosure on or taking of possession of the System by the Financing Party, whether by judicial proceeding or under any power of sale contained in any security agreement, or any conveyance from Seller to the Financing Party (or any assignee of the Financing Party) in lieu thereof, and upon compliance by such Financing Party or designated operator with Seller obligations in connection with its rights of cure as contained in such financing agreement, Purchaser shall accept such Financing Party or designated operator (the “Successor in Interest”) in place of Seller for all purposes under or in connection with this Agreement for the remainder of the Term hereof. Such Successor in Interest shall cure any ongoing Events of Default by Seller\ promptly after becoming the Successor in Interest and no later than 90 days thereafter. If the Successor in Interest does not cure any such Events of Default, it will be considered to be in default and Purchaser shall have all rights afforded to Purchaser under this Agreement against Successor in Interest. Upon cure of such Events of Defaults, this Agreement shall continue for the remainder of the Term. 67 STPUD: Final Draft 10.14.2021 39 (c) Purchaser’s Cooperation in respect of Seller Financing. To facilitate Seller’s financing, including Seller’s pledge or collateral assignment of its rights under this Agreement and/or grant of a security interest in the System, Purchaser agrees as follows: (i) Purchaser acknowledges that it has been advised that part of the collateral securing financial accommodations of Seller may be the granting of a first priority or purchase money security interest in the System to a financing party to be perfected by a filing under the Uniform Commercial Code, as enacted in the State of California, or by a fixture filing. Purchaser consents to such filings. (ii) Purchaser shall provide all reasonable assistance to Seller to help Seller consummate financing of the System by any Financing Party, including the provision of any consent, estoppel, certification or similar documents reasonably requested by Seller in connection with such financing, which documents may, among other things, include provisions whereby Purchaser agrees to: (A) provide such Financing Party customary notice of and opportunity to cure Seller’s defaults hereunder; and (B) allow such Financing Party to be assigned all of Seller’s rights hereunder and in the System, subject to Section 24.6(a). Purchaser shall consider and to negotiate changes or additions to this Agreement, in good faith, that may be reasonably requested by a Financing Party, provided that such changes do not alter the fundamental economic terms of this Agreement. Purchaser shall use its best efforts to obtain any lien waivers, execution of commercial law forms and other documents as reasonably needed by Seller or any Financing Party to secure such Financing Party’s collateral position in the System or in Seller’s rights under this Agreement, all at Seller’s expense, including any attorneys’ fees incurred for any requested assistance. Section 24.7 Savings Clause. 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, such decision shall not affect the validity of the remaining portions, and the remaining portions shall remain in full force and effect as if this Agreement had been executed without the invalid portion. Any provision of this Agreement that expressly or by implication comes into or remains in full force following the termination or expiration of this Agreement shall survive the termination or expiration of this Agreement. Section 24.8 Counterparts. This Agreement may be executed in counterparts, each of which shall, for all purposes, be deemed an original and all such counterparts, taken together, shall constitute one and the same instrument. Section 24.9 Forward Contract. The Parties acknowledge and agree that this Agreement and the transactions consummated under this Agreement constitute a “forward contract” within the meaning of the Bankruptcy Code and that each Party is a “forward contract merchant” within the meaning of the Bankruptcy Code. Section 24.10 Governing Law. The interpretation and performance of this Agreement and each of its provisions shall be governed and construed in accordance with the laws of the State where the System is located, without regard to its principles on conflict of laws. The venue for any dispute arising out of or relating to this Agreement shall be in the California County in which the System is located. 68 STPUD: Final Draft 10.14.2021 40 Section 24.11 Removal of Liens. Purchaser will use its best efforts to ensure that no Liens of whatever type will be filed, lodged or attached to the System (other than those created by Seller or its creditors with respect to financing the System). Seller shall use its best efforts to ensure that no Liens of whatever type will be filed, lodged or attached to the Site in connection with Seller’s activities hereunder. If any Liens that are not allowed by this section are filed, lodged or attached to the Site, Seller will do all acts and things at such Party’s expense to remove such Liens, including bonding over such liens while any dispute is in progress. If any Liens that are not allowed by this section are filed, lodged or attached to the System, Purchaser will do all acts and things at such Party’s expense to remove such Liens, including bonding over such liens while any dispute is in progress. Seller shall be entitled to, and is hereby authorized to, file one or more precautionary Uniform Commercial Code financing statements or fixture filings, as applicable, in such jurisdictions as it deems appropriate with respect to the System in order to protect its rights in the System. Section 24.12 Estoppel. Either Party hereto, without charge, at any time and from time to time, within five (5) Business Days after receipt of a written request by the other Party hereto, shall deliver a written instrument, duly executed, certifying to such requesting Party, or any other person, firm or corporation specified by such requesting Party: (i) that this Agreement is unmodified and in full force and effect, or if there has been any modification, that the same is in full force and effect as so modified, and identifying any such modification; (ii) whether or not to the knowledge of any such Party there are then existing any offsets or defenses in favor of such Party against enforcement of any of the terms, covenants and conditions of this Agreement and, if so, specifying the same and also whether or not to the knowledge of such Party the other Party has observed and performed all of the terms, covenants and conditions on its part to be observed and performed, and if not, specifying the same; and (iii) such other information as may be reasonably requested by a Party hereto. Any written instrument given hereunder may be relied upon by the recipient of such instrument, except to the extent the recipient has actual knowledge of facts contained in the certificate. Section 24.13 Cooperation with Financing. Purchaser acknowledges that Seller may be financing the System and Purchaser agrees that it shall reasonably cooperate with Seller and its financing parties in connection with such financing, including but not limited to (a) the furnishing of financial statements and other relevant information to the Seller, (b) the giving of certificates, (c) the consent to the collateral assignment or license of this Agreement, the License Agreement, and/or the System, for the benefit of any Financing Party, and (d) the consent to any Liens upon any of Seller’s interest in the Site or any easement or leasehold interest in the Site owned by the Seller, all as reasonably required by any Financing Party in order to effect the successful financing of the System. Section 24.14 Service Contract. The Parties acknowledge and agree that, for accounting or tax purposes, this Agreement is not and shall not be construed as a 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. Section 24.15 Attorneys’ Fees. In the event that any court or arbitration proceeding is brought under or in connection with this Agreement, the prevailing party in such proceeding 69 STPUD: Final Draft 10.14.2021 41 (whether at trial or on appeal) shall be entitled to recover from the other party all costs, expenses, and reasonable attorneys’ fees incident to any such proceeding. The term “prevailing party” as used herein shall mean the party in whose favor the final judgment or award is entered in any such judicial or arbitration proceeding. Section 24.16 Non-Waiver. The failure, delay or forbearance by either Party to exercise any of its rights or remedies under this Agreement or to provide written notice of any default to a defaulting Party, will not constitute a waiver of such rights or remedies. No Party will be deemed to have waived any right or remedy unless it has made such waiver specifically in writing. The waiver by either Party of any default or breach of any term, condition or provision herein contained shall not be deemed to be a waiver of any subsequent breach of the same term, condition or provision, or any other term, condition or provision contained herein. Section 24.17 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. Section 24.18 Survival. In addition to any provisions of this Agreement specified to survive in accordance with the terms thereof, the provisions of this Section and Sections 2.4, 2.5, 2.14, 3.2, 6.1, 8.1, 10.1, 11.1, 12.1 through 12.3, Article 19, 20.1 through 20.3, 21.1, 22, 24.10 and 24.15 shall survive the termination of this Agreement. [SIGNATURE PAGE FOLLOWS] 70 STPUD: Final Draft 10.14.2021 [Signature Page to Power Purchase Agreement] IN WITNESS WHEREOF, the Parties hereto have duly executed and delivered this Agreement as of the date first written above. SELLER: SSI DevCo, LLC By: Name: Michael Streams Its: [NEED TITLE] PURCHASER: South Tahoe Public Utility District By: Name: Kelly Sheehan, President 71 23258800.1 DRAFT 10/14/21 3:30PM STPUD: Final Draft 10.14.2021 A-1 EXHIBIT A SYSTEM SPECIFICATIONS Site Location: 1275 Meadow Crest Drive, South Lake Tahoe, CA 96150 System Size (Nameplate Capacity): 1,408 kW DC Installation Type: Ground Mount Site Layout and System Drawings: The System will install (#number) X-kw panels (Tier 1, bifacial), mounted a minimum of 4 ft above ground surface. The array site will occupy approximately X acres, plus buffer, and will be fenced. The site will be accessed by a new, asphalt paved access road, installed as part of the System. The ground between rows and below the downslope edge of the panels will be stabilized with gravel. The System will be designed to be “battery-ready”, with spare conduits to allow addition of battery storage at the array in the future. Site Layout and System Electrical Drawings are attached hereto. 72 23258800.1 DRAFT 10/14/21 3:30PM STPUD: Final Draft 10.14.2021 B-1 EXHIBIT B ENERGY RATES Pursuant to Section 2.2 the rates paid during the Term of this Agreement are as follows: Energy Rate shall mean: A starting rate of $0.1195/kWh adjusted (with an annual escalation rate of 3.0%) on the first anniversary of the Commercial Operation Date, and each anniversary of such date thereafter over the Term, as set forth in the table below. Year Energy Rate in $/kWh 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 73 23258800.1 DRAFT 10/14/21 3:30PM STPUD: Final Draft 10.14.2021 C-1 EXHIBIT C TERMINATION VALUE SCHEDULE The Termination Value due in any year, at any point within such year, is set forth in the table below (the “Termination Value”) and includes the cost of removal of the System. Except for the first year , which begins on the Effective Date and ends one year after the Commercial Operation Date, each year represents one year from the prior year. Year Termination Value (in $) Effective Date through year 1 4,364,841 2 4,065,052 3 3,745,084 4 3,419,950 5 3,089,746 6 2,754,065 7 2,719,170 8 2,677,638 9 2,629,435 10 2,574,038 11 2,511,332 12 2,441,650 13 2,363,087 14 2,274,959 15 2,176,919 16 2,067,445 17 1,946,057 18 1,811,856 19 1,664,168 20 1,501,410 21 1,321,625 22 1,124,674 23 1,455,792 24 1,229,329 25 981,744 74 23258800.1 DRAFT 10/14/21 3:30PM STPUD: Final Draft 10.14.2021 D-1 EXHIBIT D EXPECTED ANNUAL ENERGY OUTPUT The Expected Annual Energy Output for each twelve (12) month period beginning on the Commercial Operation Date of the System and continuing thereafter during the Term, is reduced annually from the year before by one-half of one percent (0.5%), as set forth below: Year Expected Annual Energy Output (kwh) 1 2,007,000 2 1,996,965 3 1,986,980 4 1,977,045 5 1,967,160 6 1,957,324 7 1,947,538 8 1,937,800 9 1,928,111 10 1,918,470 11 1,908,878 12 1,899,334 13 1,889,837 14 1,880,388 15 1,870,986 16 1,861,631 17 1,852,323 18 1,843,061 19 1,833,846 20 1,824,677 21 1,815,553 22 1,806,475 23 1,797,443 24 1,788,456 25 1,779,514 75 STPUD: Final Draft 10.14.2021 E-1 EXHIBIT E SYSTEM TECHNICAL REQUIREMENTS AND SPECIFICATIONS The following terms and conditions apply to Seller’s construction and operation of the System, as applicable. To the extent of any conflict between the terms of this Exhibit E and the terms of the Agreement, the terms of the Agreement shall control. 1. Site Access Seller shall conform to all Purchaser rules and requirements for accessing the Site, provided such rules and requirements have been communicated to Seller in writing. The Purchaser or the applicable Governmental Authority may reasonably regulate road usage, road closures, number of vehicles, access points, etc. Site visits shall be approved, and reasonable proper check-in requirements must be followed; provided that Seller has been given adequate prior written notice to comply with such requirements and that such requirements do not materially inhibit Seller’s activities under the Agreement. Seller shall provide signage and/or electronic notification of possible operational impacts upon Purchaser request. Unless otherwise determined by Purchaser, Seller shall be responsible for providing bathroom and storage facilities for all workers on- site, and shall be responsible for procuring, installing, securing, and removing temporary security fencing and scaffolding used by Seller. 2. Project Management - Construction of the System 2.1 PROJECT MANAGER Seller shall assign a Project Manager from their firm upon execution of the Agreement and receipt of a Notice to Proceed. The Project Manager shall ensure that all contract, schedule, and reporting requirements of the Project are met and shall be the primary point of contact for the Purchaser. 2.2 PROJECT SCHEDULE A Project Schedule is to be prepared and submitted to the Purchaser within thirty (30) days after the Effective Date. The Purchaser will review and approve the Project Schedule, such approval not to be unreasonably withheld. Purchaser shall provide any objections to the Project Schedule within fifteen (15) days of receipt thereof. Purchaser shall be deemed to have accepted the Project Schedule if no written objections and reasonable bases therefor are not provided within such fifteen (15) day period. Updates shall be submitted every other week, though the Purchaser may allow less frequent updates at their discretion. The submittal shall be a Critical Path Method (CPM) schedule describing all Project activities including design, equipment procurement, construction, and commissioning. In particular, Seller shall include Purchaser review of submittals on the Critical Path. The schedule shall also reflect the requirement that construction activities must be coordinated to minimize impacts on normal operations at the Site, including ongoing construction activities. 76 STPUD: Final Draft 10.14.2021 E-2 Sufficient information shall be shown on the Project Schedule to enable proper control and monitoring of the construction. The Project Schedule shall show the intended time for starting and completing each activity; the duration of each activity; submittal and approval times; design; delivery of materials, equipment and software; all testing; and other significant items related to the progress of the construction. The Project Schedule shall include a CPM network diagram of sufficient detail to show how Mandatory Milestones, defined below, are intended to be met. If a schedule submitted by Seller includes changes affecting the achievement of Mandatory Milestones, Seller should clearly identify and justify those changes. Seller is encouraged to phase construction in a way that supports efficient and effective delivery of design and build services. The following Mandatory Milestones shall be reflected in the schedule and where applicable, represents the dates upon which each milestone is to be achieved under this Agreement. Seller shall use commercially reasonable efforts to achieve System construction in accordance with the Project Schedule. The Project Schedule initially provided by Seller shall incorporate the following anticipated milestones: A. Mandatory Milestones Mandatory Milestone Date 50% schematic design submittal 11/16/2021 90% schematic design submittal 12/02/2021 100% schematic design 01/03/2022 Approved construction documents 05/31/2022 Notice to Proceed 06/15/2022 Mobilization 06/15/2022 Substantial completion 12/07/2022 Final completion 12/14/2022 2.3 SUBMITTALS Seller shall use commercially reasonable efforts to provide the following submittals as part of the performance of the construction A. Agreement Submittals Submittal Submittal Date I. System Design a. System design documentation At each design milestone set forth above in the “Mandatory Milestone” table b. Testing plan Prior to substantial completion of construction 77 STPUD: Final Draft 10.14.2021 E-3 c. Power production modeling Preliminary model at 50% schematic design submittal Update model at 90% schematic design submittal Final model at 100% schematic design submittal II. Procurements and Construction a. Safety plan 30 days before commencement of construction b. As-built documentation After completion of Proving Period III. Testing a. Acceptance test results After acceptance test b. Proving Period Report After completion of the Proving Period IV. Training a. Training Materials Before training described in section 5.4 below b. Monitoring Manual* Before training described in section 5.4 below c. Operations & Maintenance Manual Before training described in section 5.4 below *May be provided through online access to monitoring software with training information included in the software. 2.4 SOLAR AND STORAGE INCENTIVES Where applicable, Seller shall use commercially reasonable efforts to submit, or provide assistance to Purchaser in submitting, applications for available RECs and Utility Rebates as detailed in Section 9.1 of the Agreement. 2.5 INTERCONNECTION Seller shall be responsible for preparing, submitting, and procuring the interconnection application through the Utility. Seller shall accept responsibility for payment for Utility interconnection studies and/or project management that are anticipated and required. All anticipated utility work (e.g. transformer installation, additional wiring/conduits, meter addition) shall be the responsibility of the Seller, including upgrades to existing Purchaser system at point of connection to accommodate system interconnection. At project completion, Seller shall demonstrate that it has permission to operate with the Utility. Seller and Purchaser must comply with all interconnection requirements. The System installed as part of this project will take advantage of Net Energy Metering (NEM). Seller shall be responsible for ensuring the System design and interconnection qualifies for NEM, as applicable, and Purchaser shall be responsible for maintaining its NEM arrangement with the applicable utility. 78 STPUD: Final Draft 10.14.2021 E-4 3. System Design 3.1 DESIGN REVIEW PROCESS/ PHASES Purchaser will review and approve design documentation based on the requirements in Section 3.2 of this Exhibit E. Purchaser’s review and approval shall not be unreasonably delayed, withheld, or conditioned. Purchaser may request additional documents as reasonably needed in connection with such review. Prior to the first design submission, the Seller and Purchaser shall agree upon precise organization and format of the design submittals. Purchaser will promptly review all submittals, provide written comments, and conduct design review meetings for each stage of the process. Seller shall provide additional detail, as required, at each successive stage of the design review. Seller shall not order equipment and materials until schematic design submittals have been approved by Purchaser, which approval shall not be unreasonably withheld. Seller shall not begin construction until construction documents have been approved by Purchaser, which approval shall not be unreasonably withheld, and all required permits have been obtained. Purchaser will formally approve, in writing, each phase of the design. Seller shall not enter a subsequent design phase without the approval of Purchaser. All of Purchaser’s review and approval activities shall be conducted at Purchaser’s cost. To the full extent that Purchaser’s review or approval of any documents or activities causes any delay to Seller’s activities, Seller will be entitled to equitable relief for such delays. Seller is responsible for providing designs approved by the appropriate professional engineers registered in the State of California as required by Applicable Law. Costs for engineering reviews and approvals required by Applicable Law shall be borne by the Seller. System designs must take into account Purchaser aesthetic issues, to the extent commercially reasonable to do so, and not conflict with any current Purchaser operations. To the extent that any objections or design requests by Purchaser require additional costs, unless such objections and requests relate to a failure of the design to comply with the requirements of this Agreement, the Seller shall not be obligated to take such requests into account unless the Parties agree to an increase of the Energy Rate to offset such additional costs. 3.2 DESIGN SUBMITTALS 3.2.1 Plan Set Seller shall prepare a comprehensive submittal package for each phase of the construction that will be reviewed and approved by the Purchaser. Each such submittal is provided by Seller for informational purposes in relation to the System. Purchaser shall not use any such information for any purposes other than review in relation to the development of the System. At a minimum, each submittal package shall include the elements required to convey in sufficient detail the following for each phase of the design, as applicable: • Site Layout Drawings, with distances from roof edges and existing buildings and equipment • Site Civil Drawings, if any, including site fencing, grading, drainage, erosion and sediment control and re-vegetation plans as required by permits for any disturbances 79 STPUD: Final Draft 10.14.2021 E-5 • Underground Utilities • Construction Specifications (trenching, mounting, etc.) • Equipment Layout Drawings • Electrical Single-Line and Three-Line Diagrams • Module Stringing Diagrams • Electric Wire and Conduit Schedule • Electrical Warning Labels & Placards Plans • Lighting Plan (for shade structures) • Architectural Drawings • Structural/Mechanical Drawings, including roof penetration details • Geotechnical and/or Surveyor Drawings and Studies • Manufacturer’s Cut Sheets with Equipment Specifications • Data Acquisition System (DAS) Specifications, Cut Sheets, and Data Specifications • Civil/Structural calculations required by code for Permit approvals • Electrical calculations/studies required by code for Permit approvals and to meet any Utility interconnection requirements. Seller shall include reasonable time for Purchaser review and approval of submittals. Maximum Purchaser review time shall be fifteen (15) business days from the date of receipt of each submittal package during each phase of the design review. 3.2.2 Production Modeling Production modeling of the PV systems shall be performed using HelioScope, System Advisor Model (SAM), PVSYST, or equivalent modeling software using TMY3 format weather data for the location closest to the Site. The simulations shall accurately simulate energy production for proposed System layouts, sizes, and orientation. It is critical that PV production models are accurate with all methodology and assumptions described. The Purchaser may independently verify production models are accurate to the designed systems and utilize simulation results for economic evaluations. Seller shall be responsible for updating the production models each time sufficient changes are made to the proposed system designs that will impact production. Seller shall avoid excessive shading on modules to the extent possible. Where shading losses are encountered, Seller shall perform a shading analysis justifying the basis for their design and explaining why shading does not create an adverse performance and/or economic impact. 3.3 PERMITS AND APPROVALS Construction documents must be reviewed and approved by all applicable Governmental Authorities and the Utility. Seller shall be responsible for obtaining all approvals and shall account for permitting and inspection requirements in their system designs, project pricing, and schedule. Seller shall attend all site verification visits conducted by the applicable Utility or Governmental Authority, including any special inspections required by the applicable Utility or Governmental Authority for trenching, rebar, concrete, welding, and roof attachment work. 3.4 TECHNICAL REQUIREMENTS 80 STPUD: Final Draft 10.14.2021 E-6 3.4.1 General Considerations All documentation and components furnished by Seller shall be developed, designed, and/or fabricated using Prudent Operating Practices. The installations shall comply with the latest approved versions of the International Building Code (IBC), National Electrical Code (NEC), Utility Interconnection Requirements, California Building Standards Commission Codes, and all other Governmental Authority requirements. 3.4.2 Electrical Design Standards The design, products, and installation shall comply with the following electrical industry standards, wherever applicable: • National Electric Code (NEC) • Illumination Engineering Society of North America (IESNA) Lighting Standards • Institute of Electrical and Electronics Engineers (IEEE) Standards • National Electrical Manufacturers Association (NEMA) • Underwriters Laboratories, Inc. (UL) • National Fire Protection Association (NFPA) • California Public Utility Commission (CPUC) and Utility requirements • American National Standards Institute (ANSI) • Occupational Health and Safety Administration (OSHA) • International Code Council (ICC) Codes • California Building Standards Commission (BSC) Codes • Other Governmental Authority standards 3.4.3 Modules In addition to the above, the PV modules proposed by Seller shall comply with the following: • System modules shall be UL1703 listed and CEC listed. • Modules shall be new, undamaged, fully warranted without defect. • If PV modules using hazardous materials, including Per- and polyfluoroalkyl substances (PFAS), are to be provided, then the environmental impact of the hazardous material usage must be disclosed, including any special maintenance requirements and proper disposal/recycling of the modules at the end of their useful life. • Modules shall be bi-facial. 3.4.4 Inverters In addition to the above, inverters proposed by Seller must comply with the following: 81 STPUD: Final Draft 10.14.2021 E-7 • Inverters shall be suitable for grid interconnection and shall be compliant with all Utility interconnection requirements, including those requiring rapid shut-off capabilities. • IEEE 929-2000 – “Recommended Practice for Utility Interface of Photovoltaic Systems”. • Inverters shall be listed to UL 1741 standards and tested for IEEE 1547 compliance. • Inverters shall be CEC-listed with an efficiency of 95.5% or higher. • Inverters must automatically reset and resume normal operation after a power limiting operation. • Inverters shall be sized to provide maximum power point tracking for voltage and current range expected from PV array for temperatures and solar insolation conditions expected for Project conditions. • Inverters should be equipped with D.C. Ground fault protection to reduce fire hazards in grounded array configurations. • Enclosures shall be rated NEMA 4 when the inverter is located outdoors. For outdoor installations in corrosive environments, NEMA 4X enclosures must be used. • Inverter selection shall take into account anticipated noise levels produced and minimize interference with Purchaser activities. 3.4.5 Electrical Balance of System Components • String combiner boxes shall be load-break, disconnecting types, such that opening the combiner boxes shall break the circuit between combiner box feeders and inverters. • All wiring materials and methods must adhere to industry-standard best practices, and all inter- module connections must require the use of a specialized tool for disconnecting. 3.4.6 Mounting Systems The mounting systems shall be designed and installed such that the PV modules are fixed with reliable components proven in similar project environments, and shall be designed to resist dead load, live load, corrosion, UV degradation, snow loads, wind loads, and seismic loads appropriate to the geographic area over the expected 25-year lifetime. Seller shall conduct an analysis, and submit evidence thereof, including calculations, of each structure affected by the performance of the scope described herein, and all attachments and amendments. The analysis shall demonstrate that existing structures are not compromised or adversely impacted by the installation of PV, equipment, or other activity related to this scope. Mounting systems must also meet the following requirements at a minimum: • UL 2703, Standard for Mounting Systems, Mounting Devices, Clamping/Retention Devices, and Ground Lugs for Use with Flat-Plate Photovoltaic Modules and Panels] • Ground array piles should comply with, American Society of Civil Engineers (ASCE): 7, Minimum Design Loads for Buildings and Other Structures as modified by CBSC and local Governmental Authority requirements for seismic, wind, snow loading and ad-freeze requirements. 82 STPUD: Final Draft 10.14.2021 E-8 • Wind pressures and shape factors shall be applied to PV Rack and PV Tracker foundation design as specified in the Building Code. • Snow loads shall take drifting into account across the modules by incorporating the tilt angle into the snow design, as well as the effects of snow drifting from the ground at the lower edge of the modules. • All structural components, including array structures, shall be designed in a manner commensurate with attaining a minimum 25-year design life. Particular attention shall be given to the prevention of corrosion at the connections between dissimilar metals and to withstand significant snow loads. • Thermal loads caused by fluctuations of component and ambient temperatures shall be accounted for in the design and selection of mounting systems such that neither the mounting system nor the surface on which it is mounted shall degrade or be damaged over time. • Integrated electrical grounding systems, if any, will be identified during schematic design phase. • Each PV module mounting system must be certified by the module manufacturer as (1) an acceptable mounting system that shall not void the module warranty, and (2) that it conforms to the module manufacturer’s mounting parameters. • For unframed modules, bolted and similar connections shall be non-corrosive and include locking devices designed to prevent twisting over the 25-year design life of the PV system. • Final coating and paint colors shall be reviewed and approved by Purchaser during design review. • Painting or other coatings must not interfere with the grounding and bonding of the array. • PV modules, at their lowest point, shall be at least four feet above the ground. 3.4.7 Corrosion Control In addition to the above, Corrosion Control proposed by Seller must comply with the following requirements: • Fasteners and hardware throughout system shall be stainless steel or material of equivalent corrosion resistance • Racking components shall be aluminum, hot-dipped galvanized steel, or material of equivalent corrosion resistance • Unprotected steel not to be used in any components • Each PV system and associated components must be designed and selected to withstand the environmental conditions of the site (e.g., snow, temperature extremes, winds, rain, flooding, etc.) to which they will be exposed. 3.4.8 [Reserved ] 3.4.9 [Reserved ] 3.4.10 Ancillary Equipment Enclosures 83 STPUD: Final Draft 10.14.2021 E-9 Seller will be responsible for incorporating the following elements in the design and construction of the System: • Location: all ancillary equipment shall be located in a manner that minimizes its impact to normal Purchaser operations and minimizes the visual impacts to the site. 3.4.11 Placards and Signage • Placards and signs shall correspond with requirements in the National Electric Code and the interconnecting utility in terms of appearance, wording, and placement. • Permanent labels shall be affixed to all electrical enclosures, with nomenclature matching that found in As-Built Electrical Documents. • Height clearance signage must be provided for structures with anticipated vehicle or human traffic underneath. 3.4.12 Infrastructure for Ground Mount Systems Seller will be responsible for incorporating the following elements in the design and construction of the Systems: • Fencing: the site shall be surrounded by a fence to prevent unauthorized personnel from gaining access the site. The fence shall be a eight (8) foot high chain link fence. • Gates shall be installed to enable site access for trucks. • A pathway a minimum of ten (10) feet wide passable by a maintenance truck shall be provided within the array fence to allow for access to all equipment enclosed within the fence area. • Access to water for maintenance (module cleaning) purposes, as determined adequate by Seller and approved by the Purchaser. • Access to low voltage (120V) AC power to power maintenance equipment and miscellaneous equipment. • Seller may install security cameras on site. • Seller shall be responsible for ongoing weed mitigation of the site to reduce impacts of shading on modules and for fire risk mitigation. • Seller will be responsible for constructing an access road to any ground mount system for maintenance and fire access purposes. The access road shall be passable for emergency and fire protection vehicles under all weather conditions. Seller shall be responsible for obtaining approvals from all applicable Governmental Authorities, including the Tahoe Regional Planning Agency, for construction of the access road. Seller’s responsibilities include, but are not limited to, compliance with the Tahoe Regional Planning Agency’s land coverage requirements. 3.4.13 Wiring and Cabling Runs • Seller shall install all AC conductors in conduit. 84 STPUD: Final Draft 10.14.2021 E-10 • Direct burial wire will not be acceptable. Conduit buried underground shall be suitable for the application and compliant with all applicable codes. PVC shall be constructed of a virgin homopolymer PVC compound and be manufactured according to NEMA and UL specifications. All PVC conduit feeders shall contain a copper grounding conductor sized per NEC requirements and continuity shall be maintained throughout conduit runs and pullboxes. Minimum conduit size shall be ¾”. A tracing/caution tape must be installed in the trench over all buried conduit. • Conduit installed using horizontal directional boring (HDB), shall include tracer tape or traceable conduit. The minimum depth of the conduit shall be per NEC. The Seller is responsible for demonstrating that all conduits installed utilizing horizontal boring meets the minimum depth requirement and is solely responsible for any remediation costs and schedule impacts if the specification is not met. The HDB contractor must provide documentation of final depth and routes of all conduit installed in horizontal bores. • All exposed conduit runs over 100-feet in length shall have expansion joints to allow for thermal expansion. • Seller shall install and secure the exposed string cable homeruns along the beams or structure where any combiner box is installed. • All exposed string wiring must be installed above the lower surface of the racking members. • Acceptable wire loss in DC circuits is < 1.5% and acceptable wire loss in AC circuits is < 1.5% as well.  All cable terminations, excluding module-to-module and module-to-cable harness connections, shall be permanently labeled.  All electrical connections and terminations shall be torqued according to manufacturer specifications and marked/sealed at appropriate torque point. 3.4.14 Grounding and Bonding • Module ground wiring splices shall be made with irreversible crimp connectors. • All exposed ground wiring must be routed above the lower surface of any structural framing. 3.4.15 [Reserved] • 3.4.16 Monitoring System, DAS, and Reporting Seller shall design, build, activate and ensure proper functioning of Data Acquisition Systems (DAS), and enable the Purchaser to track the performance of the System as well as environmental conditions through an online web-enabled graphical user interface and information displays. Seller shall provide equipment to connect the DAS via existing hardline, Wi-Fi network, or cellular data network at all locations. The means of data connection will be determined during design. 85 STPUD: Final Draft 10.14.2021 E-11 The DAS(s) shall provide access to at least the following data: • Instantaneous AC system output (kW) • The System production (kWh) over pre-defined intervals that may be user configured • In-plane irradiance • Ambient and cell temperature • Inverter status flags and general system status information • System availability Environmental data (temperatures and irradiance) shall be collected via an individual weather station installed at the site. Data collected by the DAS shall be presented in an online web interface, accessible from any computer through the Internet with appropriate security (e.g., password controlled access). The user interface shall allow visualization of the data at least in the following increments: 15 minutes, hour, day, week, month, and year. The interface shall access data recorded in a server that may be stored on-site or remotely with unfettered access by Purchaser for the life of the Project. The online interface shall enable users to export all available data in Excel or ASCII comma-separated format for further analysis and data shall be downloadable in at least 15- minute intervals for daily, weekly, monthly and annual production. The Monitoring system shall enable Purchaser’s staff to diagnose potential problems and perform remediating action. The monitoring system shall provide alerts when the system is not functioning within acceptable operating parameters. These parameters shall be defined during the design phase of the Project and specified in the DAS design document. At a minimum, Purchaser shall have the ability to compare irradiance to simultaneous power production measurements through linear regression analysis. Additionally, Seller shall make available, at no additional cost, the following reports for a term of 5 years after the Commercial Operation Date of the System: • Monthly Production report shall be available online to the Purchaser personnel. A Monitoring manual shall be provided to the Purchaser in printed or on-line form that describes how to use the monitoring system, including the export of data and the creation of custom reports. 3.4.17 FAA Requirements Seller shall be responsible to submit the appropriate FAA Form 7460-1, along with any other required forms and documentation, for the System within the approach or takeoff paths or on the property of airports as defined by the Code of Federal Regulations Title 14 Part 77.9. 3.5 WARRANTIES 86 STPUD: Final Draft 10.14.2021 E-12 Seller shall obtain from its construction contractor a comprehensive ten (10) year warranty on all system components against defects in materials and workmanship under normal application, installation, and use and service conditions. Additionally, the following minimum warranties are required to be obtained from the equipment manufacturers, to the extent available: • PV Modules: The PV modules are to be warranted against degradation of power output of greater than 10% of the original minimum rated power in the first ten (10) years and greater than 20% in the first twenty (25) years of operation. • Inverters: Inverters shall carry a minimum 10-year warranty. • Meters: At minimum, meters shall have a five (5) year warranty. For meters integrated in inverters, the meter warranty period must match the inverter. • Mounting system: Minimum twenty (20) year warranty, covering at least structural integrity and corrosion. • Balance of system components: The remainder of system components shall carry manufacturer warranties conforming to industry standards. All warranties must be documented and be fully transferable to the Purchaser, in the event Purchaser exercises its purchase option under Article XXIII of the Agreement. All work performed by Seller must not render void, violate, or otherwise jeopardize the System components (to the extent such warranties have been provided to Seller in writing prior to the Effective Date of the Agreement). 4. Procurement/Construction 4.1 TREE REMOVAL. Seller shall be responsible for permitting and removal of any trees or other vegetation located within the Site as necessary for design and installation of the System, subject to the approval of applicable governmental authorities. 4.2 LINE LOCATION Seller will be responsible for locating, identifying and protecting existing underground utilities conduits, piping, substructures, etc. and ensuring that no damage is inflicted upon existing infrastructure. In addition to USA Dig and utility line-locating, a private line-locator must be used for any project requiring underground work. Seller will be responsible for locating its utilities for any project or work constructed by the District that is within the vicinity of the System and access route to the System. 4.3 QUALITY CONTROL To ensure safety and quality of the installation, Seller shall: 87 STPUD: Final Draft 10.14.2021 E-13 • Implement policies and procedures to ensure proper oversight of construction work, verification of adherence to construction documents and contractual requirements, and rapid identification and mitigation of issues and risks. • Utilize best practice methods for communicating progress, performing work according to the approved Project schedule, and completing the Project on-time. • Keep the Site clean and orderly throughout the duration of construction. All trash and rubbish shall be disposed of off-site by licensed waste disposal companies and in accordance with applicable Law. • Fully comply with all applicable notification, safety and work rules (including Purchaser safety standards that are communicated in writing to Seller) when working on or near Purchaser facilities. Seller to develop and provide a Safety Plan as part of the work. • Provide Special Inspection for trenching, rebar, concrete, welding, and roof attachment work, according to Governmental Authority requirements. • Provide all temporary road and warning signs, flagmen or equipment as required to safely execute the work. Street sweeping services shall also be provided as required to keep any dirt, soil, mud, etc. off of roads. Comply with all state and local storm water pollution prevention (SWPP) ordinances. 4.4 REMOVAL AND REMEDIATION Seller shall remove all construction spoils, abandoned footings, utilities, construction equipment and other byproducts of construction. All disturbed areas including landscaping, asphalt, and concrete shall be remediated to be in equal or better condition than found. The site shall be left clean and free of debris or dirt that has accumulated as a result of construction operations. 5. Testing and Commissioning Following completion of construction, Seller shall provide the following services related to startup and performance testing of the PV systems: • Acceptance Testing • Proving Period A detailed testing plan covering each of the phases above shall be submitted and approved by the Purchaser prior to substantial completion of construction. A detailed description of each phase is provided below. 5.1 ACCEPTANCE TESTING Seller shall perform a complete acceptance test for the System. The acceptance test procedures include component tests as well as other standard tests, inspections, safety and quality checks. All testing and commissioning shall be conducted in accordance with the manufacturer’s specifications. 88 STPUD: Final Draft 10.14.2021 E-14 The section of the testing plan that covers acceptance testing shall be equivalent or superior to the CEC (California Energy Commission) “Guide to Photovoltaic (PV) System Design and Installation”, Section 4 and shall cover at least the following: • Detailed list of all items to be inspected and tests to be conducted. • Acceptance Criteria: For each test phase, specifically indicate what is considered an acceptable test result. The acceptance testing section of the testing plan shall include (but not be limited to) the following tests: • String-level voltage (open circuit) and amperage (under load) testing for all PV strings. Amperage testing shall be performed concurrently with irradiance testing. • Inverter testing for all inverters. The inverters shall be commissioned on-site by a qualified technician and shall confirm that the inverter can be operated locally per specification and that automatic operations such as wake-up and sleep routines, power tracking and fault detection responses occur as specified. Performance testing shall be performed concurrently with irradiance testing. • Testing of all sensors of the DAS. • Testing of the Data Presentation interface of the DAS. After Seller conducts all acceptance testing based on the testing plan approved by the Purchaser prior to substantial completion, Seller shall submit within 72 hours, a detailed Acceptance test report to the Purchaser for review. The Acceptance test report shall document the results of the tests conducted following the testing plan, and include additional information such as the date and time each test was performed. It shall also make reference to any problem and deficiencies found during testing. If there was troubleshooting done, the Report shall describe the troubleshooting methods and strategy. Seller shall be responsible for providing the labor and equipment necessary to troubleshoot the System. 5.2 PROVING PERIOD (15 DAYS) Upon the Commercial Operation Date and completion of acceptance testing, and reasonable approval by the Purchaser, Seller shall monitor the System during a fifteen (15) day period (the “Proving Period”) and submit a report within 30 days after the Proving Period for Purchaser review and approval prior to final acceptance by the Purchaser. This includes monitoring System output and ensuring the correct functioning of system components over this time. The values for the following data shall be acquired every fifteen (15) minutes over the Proving Period: • AC system output (kW) • PV system production (kWh) • In-plane irradiance • Ambient and cell temperature • Inverter status flags and general system status information 89 STPUD: Final Draft 10.14.2021 E-15 • System availability • Active weather data from site meteorological station Seller shall utilize calibrated test instruments and the DAS and monitoring system to collect the test data described above, which shall be made available to the Purchaser for access throughout the Proving Period. Seller shall determine through analysis of data from the Proving Period whether the System delivers the expected production as determined by the final approved design (i.e., construction documents). Actual production shall be compared against expected production using actual weather data and other system inputs (such as module cell temperature factor, module mismatch, inverter efficiency, and wiring losses) for calculating expected production. The production figures for all meters, whether existing or installed by or on behalf of the Purchaser or by or on behalf of the Seller, shall be correlated during this test to verify their accuracy in measuring system production. All data monitoring and reports required in Section 3.5.16 shall be fully functional and available to the Purchaser at the commencement of the Proving Period. Data and reporting requirements are included in the testing scope of the Proving Period and deficiencies in these areas (including missing data, inaccurate reports, and other issues that make validation of system performance inconclusive) will be corrected. If the System does not perform to design specifications, Seller shall perform diagnostic testing. Deficiencies shall be identified with proposed corrective actions submitted to Purchaser, and the Proving Period test repeated. Seller shall be responsible for providing the labor and equipment necessary to troubleshoot the system. A report (the “Proving Period Report”) shall be submitted after the successful completion of this phase and submitted to Purchaser for review and approval. The report shall contain the following information; calculations shall be provided in Excel format with formulas visible to allow for peer review: • System description • Test period • Test results • Anomalies identified during test • Corrective action performed • Actual measured performance • Calculations detailing expected performance under TMY conditions 5.3 CLOSE-OUT DOCUMENTATION REQUIREMENTS Close-Out documents prepared by Seller must include at minimum, but not limited to, the following items: • Final As-Built Drawing Set with accurate string diagram, provided in (2) hard copy sets and an electronic copy in both DWG and PDF format. • Megger test results • Module flash-test results with serial numbers • Operations manuals provided by equipment manufacturers for major equipment including trackers/racking systems and inverters. 90 STPUD: Final Draft 10.14.2021 E-16 • Signed inspections cards from applicable Governmental Authorities and required Special Inspections • Interconnection agreements and permission to operate 5.4 TRAINING The Seller shall provide two (2) hours of on-site training for Purchaser personnel in all aspects of operation, routine maintenance, and safety of the System, DAS, and monitoring solution. At a minimum, training topics shall include the following: • The System safety, including shut-down procedures • PV module maintenance and troubleshooting • Inverter overview and maintenance procedures • Calibration and adjustment procedures for the inverters and tracking systems (if any) • DAS and monitoring solution, including standard and custom reporting The on-site portion of the training program shall be scheduled to take place at the jobsite at a time agreeable to both the Purchaser and Seller. 6. Operations and Maintenance Seller is responsible for performing the operations and maintenance of the System in accordance with Prudent Operating Practices and as set forth in Section 2.9 of the Agreement. 6.1 PREVENTIVE MAINTENANCE. Preventive Maintenance shall be performed at least annually and include: • System testing (voltage/amperage) at inverter and string levels • System visual inspection to include but not be limited to the list below. All discovered issues should be resolved as needed. • Inspect for stolen, broken or damaged PV modules, record damage and location. Report to the Purchaser and wait for the Purchaser to authorize a course of action. • Inspect PV wiring for loose connections and wire condition. • Inspect for wires in contact with the structure or hanging loose from racking. • Check mechanical attachment of the PV modules to the racking. • Check attachment of racking components to each other and the structure. • Verify proper system grounding is in place from panels to the inverter. • Check conduits and raceways for proper anchorage to structures. • Inspect all metallic parts for corrosion. • Check combiner boxes for proper fuse sizes and continuity. • Inspect all wiring connections for signs of poor contact at terminals (burning, discoloration). • Inspect disconnects for proper operation. • Survey entire jobsite for debris or obstructions. • Inspect fasteners for proper torque and corrosion. 91 STPUD: Final Draft 10.14.2021 E-17 •Inspect inverter pad for cracking or settling. •Inspect electrical hardware for proper warning and rating labeling. •Inspect alignment of arrays and racking to identify settling foundations or loose attachments. •Inspect operation of tracking hinges, pivots, motors and actuators if present. •Check for proper operation and reporting of monitoring hardware. •Inspect sealed electrical components for condensation buildup. •Inspect wiring and hardware for signs of damage from vandalism or animal damage. •Routine system maintenance to include correction of loose electrical connections, ground connections, replacement of defective modules found during testing, other minor maintenance repair work. •Module cleaning, at a frequency to be determined by the ongoing monitoring of the system such that effect on production is no more than 5%, but not less often than twice a year. •Routine DAS maintenance to include sensor calibration and data integrity check. 6.2 TROUBLESHOOTING, INSPECTION AND ADDITIONAL REPAIRS •Dispatch of field service resources within two business days of notification (via automated or manual means) for repairs as necessary to maintain System performance. •Commercially reasonable efforts to restore the system to fully operational status in a reasonable period of time after Notice. •Major system repairs as necessary, not to include mid-voltage switchgear or transformers. 6.3 CUSTOMER SERVICE SUPPORT •Support telephone line made available to Purchaser staff to report functional and emergency issues. •Support line shall be staffed during operational hours from 8 am – 6 pm California Standard Time. During times outside of this operational period, an urgent call shall be able to be routed to a supervisor for immediate action. 6.4 MAJOR COMPONENT MAINTENANCE AND REPAIR •Inverter repair and component replacement and refurbishment as required in the event of inverter failure. •Inverter inspection and regular servicing as required under inverter manufacturer’s warranty specifications. Those include but are not limited to the following annually: •Check appearance/cleanliness of the cabinet, ventilation system and all exposed surfaces. •Inspect, clean/replace air filter elements •Check for corrosion on all terminals, cables and enclosure. •Check all fuses. •Perform a complete visual inspection of all internally mounted equipment including subassemblies, wiring harnesses, contactors, power supplies and all major components. •Check condition of all the AC and DC surge suppressors. 92 STPUD: Final Draft 10.14.2021 E-18 • Torque terminals and all fasteners in electrical power connections. • Check the operation of all safety devices (E-stop, door switches). • Record all operating voltages and current readings via the front display panel. • Record all inspections completed. • Inform inverter manufacturer of all deficiencies identified. • Oversee inverter manufacturer performance of In-Warranty replacement of failed inverter components. • Maintain manufacturer warranties and communicate with equipment manufacturers to resolve equipment issues where manufacturer warranties are available. 6.5 OTHER SYSTEM SERVICES • O&M Manuals – Seller shall provide three (3) copies of the O&M Manuals required by section 2.3 of this Exhibit E, pursuant to the requirements of such section. Updated editions of O&M Manuals shall be sent electronically to the Purchaser as they become available. • Upon request by Purchaser, Seller shall provide reasonable reports of maintenance calls and maintenance activities, in a form provided by Seller’s O&M provider in the ordinary course of business. 93 23081212.8 DRAFT 10/14/21 3:54PM Final Draft License Agreement: 10.14.21 [Signature Page to Solar License Agreement] SOLAR LICENSE AGREEMENT THIS SOLAR LICENSE AGREEMENT (“Agreement”), dated October __, 2021 (the “Effective Date”), by and between the South Tahoe Public Utility District, a California public utility district, (“Licensor”) and SSI DevCo, LLC, a Delaware limited liability company, (“Licensee”) is entered into at South Lake Tahoe, California. Licensee and Licensor are sometimes referred to herein individually as a “Party” and collectively as the “Parties.” WHEREAS, Licensor is the owner of certain real property located at 1275 Meadow Crest Drive, South Lake Tahoe, California, 96150, as described in the attached Exhibit A and incorporated by this reference (“Property”); WHEREAS, Licensee desires to obtain, and Licensor desires to provide, an exclusive irrevocable license (“License”) for the use of a portion of the Property, as described in the attached Exhibit B and incorporated by this reference (“Licensed Area”), for the installation, maintenance and operation of a solar photovoltaic system (“System”); WHEREAS, concurrent with the execution of this Agreement, Licensee and Licensor are entering into a Power Purchase Agreement of even date with this Agreement (“PPA”) under which Licensee has agreed to sell, and Licensor has agreed to purchase, electricity from the System pursuant to the terms of the PPA; WHEREAS, the License is granted for the sole purpose of granting to Licensee the rights required for it to carry out its activities under the PPA; and, WHEREAS, capitalized terms not defined in this Agreement shall have the meaning ascribed to them in the PPA. NOW, THEREFORE, in consideration of the above recitals and mutual promises set forth below, the Parties agree as follows: 1.GRANT OF LICENSE. 1.1 Grant. Licensor grants to Licensee an exclusive, irrevocable License to enter upon and use the Licensed Area, together with the right of ingress and egress to and from the Licensed Area, subject to the terms and conditions of this Agreement, for the purposes of construction, installation, maintenance, operation, and removal of the System. 1.2 Substitution License Area. In the event the System is relocated under Section 2.11 of the PPA, the Parties shall amend this Agreement to cover the substitution Licensed Area. 2.TERM. 2.1 Duration. The term of this Agreement (“Term”) shall commence on the Effective Date and end on the date that is one hundred twenty (120) days following the termination of the 94 23081212.8 DRAFT 10/14/21 3:54PM Final Draft License Agreement: 10.14.21 2 PPA, unless sooner terminated pursuant to Section 9.2.2, or pursuant to termination of the PPA (“Termination Date”). 3. USE. 3.1 Permitted Use. Licensee’s use of the Licensed Area shall be limited to the installation, construction, maintenance, operation, and removal of the System in accordance with the terms of the PPA and for no other use or purpose (the “Permitted Use”). Licensee shall not permit or suffer any use of the Licensed Area or provide the System for the use of others without first obtaining Licensor’s written consent. 3.2 Limited Licensor Warranties. Licensor warrants that it is the fee owner of the Property, and has the authority and right to enter into this Agreement and grant the License. Except for the preceding warranty, Licensee acknowledges that Licensor has not made any representations or warranties regarding the Property or the Licensed Area, and Licensee is not relying upon any representation or warranty by Licensor or any third party regarding the Licensed Area, the fitness of the Licensed Area for any particular use of Licensee or any other matter. 3.3 Subordination. The License and all rights of Licensee hereunder are subject and subordinate to all existing leases, easements, rights of way, declarations, restrictions or other matters of record with respect to the Licensed Area. Licensor reserves the right to grant additional licenses, easements, leases or rights of way on the Property, whether recorded or unrecorded, as may be necessary, which do not interfere (including shading) with Licensee’s use of the Licensed Area or operation of the System or otherwise violate the terms of the PPA. 3.4 Applicable Laws, Regulations, Permits and Approvals. Licensee’s activities pursuant to the License shall comply with all applicable Federal, State and local laws, ordinances, rules and regulations, and all issued permits and licenses, including the Rule 21 Interconnection Agreement between Licensor and any public utility (collectively “Applicable Laws and Requirements”). Licensee shall not use or occupy the Licensed Area in violation of Applicable Laws and Requirements or any restriction affecting the Licensed Area, and shall, upon Licensee’s receipt of written notice from Licensor, immediately discontinue any use of the Licensed Area which is declared by any governmental authority of competent jurisdiction to be a violation of Applicable Laws and Requirements until the violation, if any, is corrected and the applicable governmental authority concurs that the violation is corrected. Licensee shall provide Licensor with copies of all permits, approvals and conditions issued by applicable Federal, State and local governmental entities, including the applicable local electrical utility service company. Licensee shall promptly notify Licensor regarding any alleged or actual violation of any Applicable Laws and Requirements. 3.5 Determination of Violation. A final judgment of any court of competent jurisdiction or any administrative decision by any Federal, State or local administrative agency that is not appealed, that Licensee has violated any Applicable Laws and Requirements in the use of the Licensed Area shall be deemed to be a conclusive determination of that fact as between Licensor and Licensee. 95 23081212.8 DRAFT 10/14/21 3:54PM Final Draft License Agreement: 10.14.21 3 3.6 No Interference with Licensor Uses. Licensee will use its best efforts to maintain the System and Licensed Area in a manner that does not interfere with Licensor’s use of the Property or improvements to the Property; provided, however, that Licensee shall promptly remedy any such interference within a reasonable time after notice from Licensor. Licensor may construct, reconstruct, modify or make alterations to the Property, subject to the terms of the PPA, so long as such activities do not cause interference (including shading) with the operation of the System. To the extent that Licensee requires access to any other portions of the Property, including use of areas nearby to the Licensed Area for temporary “laydown” purposes in relation to construction of the System, Licensee shall obtain Licensor’s prior approval, such approval not to be unreasonably withheld, and coordinate all such activities with Licensor to reduce any interference with Licensor’s use of the Property. 4. CONDITION OF LICENSED AREA. 4.1 Access and Inspection. Licensee acknowledges that, in connection with Section 6.2(b) of the PPA, Licensee has and will be provided access to the Licensed Area in order to conduct feasibility and configuration assessments, environmental assessments, and other inspections of the Licensed Area, as Licensee deemed necessary pursuant to a Temporary Access and Due Diligence Agreement between Licensor and one of Licensee’s consultants. Licensee will inspect the Licensed Area and every aspect thereof and determine whether the Licensed Area is in acceptable condition for Licensee’s anticipated use of the Licensed Area as provided in the PPA. 4.2 As-Is Condition. The Licensed Area is delivered by Licensor in an “as-is” condition, and Licensee accepts the Licensed Area in its “as-is” condition. Licensor expressly disclaims and Licensee waives all implied warranties including, without limitation, any warranty of merchantability or warranty of fitness for a particular use or purpose. 5. OWNERSHIP OF THE SYSTEM AND POSSESSORY INTEREST TAXES. 5.1 Title to the System. Subject to Licensor’s right to purchase the System pursuant to Article XXIII of the PPA, the System and all alterations, additions, improvements, or installations made to it by Licensee and all Licensee property used in connection with the installation, construction, operation, maintenance and/or removal of the System are, and shall remain, the personal property of Licensee (collectively “Licensee Property”). In no event shall any Licensee Property be deemed a fixture, nor shall Licensor, nor anyone claiming by, through or under Licensor (including but not limited to any present or future mortgagee of the Licensed Area) have any rights in or to the Licensee Property at any time. 5.2 Security Interests in System. Licensor acknowledges and agrees that Licensee may grant or cause to be granted to a Financing Party a security interest in the System and its rights in this Agreement, in accordance with the terms of the PPA. This Agreement does not grant Licensor any rights in the System other than those granted under the PPA. 5.3 Possessory Interest Taxes. Licensee shall pay any income taxes imposed on Licensee due to the sale of energy under the PPA. Licensor shall pay all real property taxes and assessments applicable to the Property. This Agreement may result in the creation of a possessory 96 23081212.8 DRAFT 10/14/21 3:54PM Final Draft License Agreement: 10.14.21 4 interest (Rev. & Tax. Code § 107.6). If such a possessory interest is vested in Licensee, Licensee may be subjected to the payment of personal property taxes levied on such interest in the System. Licensee shall be responsible for the payment of, and shall pay before becoming delinquent, all taxes, assessments, fees, or other charges assessed or levied upon Licensee and the System. Licensee further agrees to prevent such taxes, assessments, fees, or other charges from giving rise to any lien against the Property or any improvement located on or within the Licensed Area. Nothing herein contained shall be deemed to prevent or prohibit Licensee from contesting the validity or amount of any such tax, assessment, or fee in the manner authorized by law. Licensee shall be responsible for payment of any personal property taxes, possessory interest taxes, permit fees, business license fees and any and all fees and charges of any nature levied against the System and operations of Licensee at any time. If bills for taxes on the System are received by the Licensor, Licensor shall remit such bills to Licensee. 6. INSTALLATION, ACCESS TO AND SECURITY OF THE SYSTEM. 6.1 Installation. The construction and installation of the System and all related matters are subject to, and shall be completed in accordance with the terms and conditions of the PPA which are incorporated by reference and made a part of this Agreement. 6.2 Licensee’s Access. Licensee’s access to the Licensed Area shall be subject to all procedures reasonably adopted from time to time by Licensor and provided in advance and in writing to Licensee. Only Licensee’s employees, agents and/or contractors retained by Licensee and approved in writing by the Licensor shall be permitted access to the Licensed Area. Except in the case of emergencies, Licensee shall notify Licensor twenty-four (24) hours prior to accessing the Licensed Area. All representatives shall be required to show appropriate identification prior to accessing the Licensed Area. Licensee shall be permitted to access the Licensed Area twenty- four (24) hours per day, seven (7) days a week. Access to the Licensed Area by construction workers, material providers and agents of Licensee during construction shall be conducted so as to minimize interference with the operations of Licensor. Licensor reserves the right to revoke access privileges to any person employed or contracted by Licensee that Licensor reasonably determines to be disruptive, intemperate, unsafe, or who violates any Applicable Laws and Requirements or unreasonably disobeys any Licensor directive. 6.3 Security. At all times during the Licensee’s construction and operations on the Licensed Area and any other authorized use areas, Licensee shall keep any and all areas of construction and operation adequately secured for safety and security purposes. Licensee shall have the right to install fencing and other security measures around the Licensed Area. Licensee acknowledges that Licensor shall have no obligation whatsoever to provide guard services or other security measures for the benefit of Licensee (or its Lender) or the System. At all times that Licensor is present on in the Licensed Area, Licensor shall be responsible for any and all damage it may cause in accordance with the terms of the PPA. 6.4 Sole Use of Licensed Area. Licensee shall have sole use of the Licensed Area, and Licensor shall not, and shall not permit any other party to, enter into the Licensed Area without the prior consent of Licensee. Notwithstanding the foregoing, Licensor shall have the right to enter into the Licensed Area as provided in the PPA and in the event of an emergency without the 97 23081212.8 DRAFT 10/14/21 3:54PM Final Draft License Agreement: 10.14.21 5 prior consent of Licensee. Notwithstanding the above, Licensor shall be entitled to use the access route for any purpose provided such use does not interfere with Licensee’s use. 7. OPERATIONS AND MAINTENANCE. 7.1 Licensee’s Obligations. 7.1.1 Maintenance of Licensed Area. Licensee shall be responsible for the System and all repairs and alterations in and to the Licensed Area, the need for which arises out of (i) Licensee’s use or occupancy of the Licensed Area, (ii) the installation, removal, use or operation of the System, or (iii) the act, omission, misuse, or negligence of Licensee, its agents, contractors, employees or invitees. 7.1.2 Health and Safety. Licensee shall comply with all Applicable Laws and Requirements pertaining to the safety of persons and real and personal property and shall take all necessary and reasonable safety precautions in constructing, operating and maintaining the System. Licensee shall promptly report to Licensor any death, injury, or damage to the Property that occurs within the Licensed Area. 7.1.3 Losses/Damages. Licensee shall be responsible for any death, injury, or damage to the Property and Licensor’s personal property, equipment, or materials, except to the extent caused by Licensor or any party for whom Licensor is responsible. All losses and damages by Licensee at the Licensed Area shall be reported to Licensor upon discovery by Licensee. 7.1.4 Hazardous Substances. If Licensee’s Permitted Use requires use, storage, generation or disposal of any hazardous substance, Licensee shall provide a list of such hazardous substances for review and approval by Licensor prior to Licensee’s use of such hazardous substance at the Licensed Area. If Licensee causes the presence of any Hazardous Substance on the Licensed Area or the Property that results in contamination, Licensee shall immediately notify Licensor and promptly, at its sole expense, take any and all necessary actions to return the Licensed Area (or the Property, as applicable) to the condition existing prior to the presence of any such Hazardous Substance in the Licensed Area (or the Property). Licensee shall first obtain Licensor’s written approval for any such remedial action. 7.1.5 Utility Location. Licensee shall be responsible for locating it utilities within the access route to the Licensed Area for any project or work constructed by Licensor within the vicinity of the Licensed area. 7.2 [Reserved.] 8. INSURANCE AND INDEMNITY. 8.1 Insurance. The Parties shall comply with the insurance requirements set forth under the PPA. 98 23081212.8 DRAFT 10/14/21 3:54PM Final Draft License Agreement: 10.14.21 6 8.2 Indemnification. The Parties shall comply with the indemnification obligations in Article XIX of the PPA, which are incorporated into the Agreement by this reference. 8.3 Waiver and Release/Limitation of Damages. The terms of Article XXII of the PPA shall apply to any and all claims arising under this Agreement and are incorporated by reference. 9. DEFAULTS AND REMEDIES. 9.1 Event of Default. Each of the following events shall be deemed to be an “Event of Default” hereunder: 9.1.1 Any material default by a Party of its obligations hereunder, in the event such default is not cured within thirty (30) calendar days after receipt of written notice of the default from the non-defaulting Party setting forth in reasonable detail the nature of such default; provided, that in the case of any such default that cannot be reasonably cured within the thirty (30) calendar days, then the defaulting Party shall have additional time, but in any event not longer than ninety (90) days, to cure the default if it commences in good faith to cure the default within such thirty (30) calendar day cure period and it diligently and continuously pursues such cure. 9.1.2 Any default of the PPA by a Party. 9.2 Remedies. Upon the occurrence of an Event of Default by a Party, in addition to any other rights and remedies available at law or in equity and subject to the provisions of this Agreement, the non-defaulting Party shall have the option to pursue any one or more of the following remedies: 9.2.1 If the default relates to work to be performed by the defaulting Party, perform such work or cause it to be performed, for the account of the defaulting Party, without waiving such Event of Default, and without liability to the defaulting Party for any loss or damage which may result to the defaulting Party’s equipment or business by reason of such work, and the defaulting Party, on demand shall pay to non-defaulting Party as a license fee hereunder, the cost of such work plus ten percent (10%) thereof as administrative costs. 9.2.2 Terminate this Agreement by providing a thirty (30) day written notice to the defaulting Party indicating that the Agreement has been terminated (subject to Licensee’s right to remove the System and any other Licensee Property from the Licensed Area pursuant to the PPA). 10. ASSIGNMENT; FINANCING. 10.1 Assignment. 10.1.1 Under this Section 10.1, neither Party shall have the right to sell, transfer or assign this Agreement or its rights, duties or obligations hereunder, without the prior 99 23081212.8 DRAFT 10/14/21 3:54PM Final Draft License Agreement: 10.14.21 7 written consent of the other Party, which consent may not be unreasonably withheld, conditioned or delayed. 10.1.2 Licensee may, without the prior written consent of Licensor, finance the acquisition and installation of the System through a loan, lease, partnership or other arrangement with one or more Financing Party. In connection with such financing, Licensee may, without the prior written consent of Licensor, assign a security interest in the System and/or this Agreement to one or more Financing Parties, an affiliate of Licensee, or a Financing Party. Licensee shall provide prompt notice of Licensor of any such assignment. Licensee shall remain jointly liable along with such assignee for the obligations of Licensee hereunder. 10.1.3 Licensee shall not otherwise sell, transfer, or assign its rights and obligations under this Agreement, or any interest in the Agreement, without the prior written consent of Licensor. Licensor shall approve or deny any request under Section 10.1.2 and this Section 10.1.3 within thirty (30) days of receipt of Licensee’s written request, unless the Parties mutually agree in writing to a longer period. Licensor’s consent under Section 10.1.2 and this Section 10.1.3 shall not be unreasonably withheld, provided that Licensee provides Licensor with reasonable proof to Licensor’s reasonable satisfaction that the proposed assignee: (a) has experience in operating and maintaining solar photovoltaic systems greater than or equal to that of Licensee; (b) has the financial capability and credit rating equal to or greater than that of Licensee; (c) has the ability to maintain the System and provide the services required pursuant to this Agreement in the manner required by this Agreement and provides all applicable warranties that it shall do so; and (d) agrees to be bound by the requirements of this Agreement. 10.1.4 Licensee shall not sell, lease, or otherwise transfer the System to any third party unless it also assigns all of its rights and obligations under this Agreement to such third party and such assignment is permitted by this Section 10.1. In the case where Licensee is not required to get prior written consent Licensor to make an assignment, Licensee shall provide written notice of any such assignment to Licensor. Assignments or transfers not in compliance with this section will be void. This Agreement shall be binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and permitted assigns. In the event of a permitted assignment, such assignee shall be considered “Licensee” or “Licensor” (as applicable) for all purposes hereunder. 10.2 Financing. Licensor acknowledges that Licensee may be financing a part or all of its capital requirements for the installation of the System and its operation and maintenance with a Financing Party. Licensee may choose the manner of financing the System and the Financing Parties in Licensee’s sole discretion. The transaction costs and repayment of any such Licensee financing shall be borne entirely by Licensee. 10.2.1 In the event of a default by Licensee in the performance of any of its obligations under this Agreement, or upon the occurrence or non-occurrence of any event or condition under this Agreement which would immediately or with the passage of any applicable grace period or the giving of notice, or both, enable Licensor to terminate or 100 23081212.8 DRAFT 10/14/21 3:54PM Final Draft License Agreement: 10.14.21 8 suspend its obligations or exercise any other right or remedy under this Agreement or under applicable law, if Licensee has provided written notice to Licensor of the Financing Party’s name and address pursuant to the terms of the PPA, Licensor will provide the Financing Party with notice of such occurrence at the same time it provides such notice to Licensee. Each such Financing Party or its designee shall have the right but not the obligation to perform the Licensee’s breached obligations under this Agreement within the time period set forth in Section 9.1.1. 10.2.2 Upon any default by Licensee and the exercise of remedies by a Financing Party under any Licensee financing agreement, including any foreclosure on or taking of possession of the System by the Financing Party, whether by judicial proceeding or under any power of sale contained in any security agreement, or any conveyance from Licensee to the Financing Party (or any assignee of the Financing Party) in lieu thereof, and upon compliance by such Financing Party or designated operator with Licensee obligations in connection with its rights of cure as contained in such financing agreement, Licensor shall accept such Financing Party or designated operator (the “Successor in Interest”) in place of Licensee for all purposes under or in connection with this Agreement for the remainder of the Term hereof. Such Successor in Interest shall cure any ongoing Events of Default by Licensee promptly after becoming the Successor in Interest and no later than ninety (90) days thereafter. If the Successor in Interest does not cure any such Events of Default, it will be considered to be in default and Licensor shall have all rights afforded to Licensor under this Agreement against Successor in Interest. Upon cure of such Events of Defaults, this Agreement shall continue for the remainder of the Term. 11. DISPUTES. 11.1 Disputes. Any dispute, controversy, or claim arising out of or in connection with this Agreement shall be resolved in accordance with Article XXI of the PPA. 12. MISCELLANEOUS. 12.1 Notices. All notices shall be provided in accordance with the requirements of the PPA. 12.2 Complete Agreement; Modification. The terms and provisions of this Agreement, together with the PPA and other referenced documents, constitute the entire Agreement between Licensor and Licensee and shall supersede all previous communications, representations, or agreements, either oral or written, between Licensor and Licensee relating to the subject matter hereof. No amendment or modification of this Agreement shall be binding on either Party unless such amendment is reduced to writing and signed by authorized representatives of both Parties. 12.3 Cumulative Remedies. Except as set forth to the contrary herein, any right or remedy of Licensor or Licensee shall be cumulative and without prejudice to any other right or remedy, whether contained herein or not. 101 23081212.8 DRAFT 10/14/21 3:54PM Final Draft License Agreement: 10.14.21 9 12.4 Non-Waiver. The failure, delay or forbearance by either Party to exercise any of its rights or remedies under this Agreement or to provide written notice of any default to a defaulting Party, will not constitute a waiver of such rights or remedies. No Party will be deemed to have waived any right or remedy unless it has made such waiver specifically in writing. The waiver by either Party of any default or breach of any term, condition or provision herein contained shall not be deemed to be a waiver of any subsequent breach of the same term, condition or provision, or any other term, condition or provision contained herein. 12.5 Savings Clause. 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, such decision shall not affect the validity of the remaining portions, and the remaining portions shall remain in full force and effect as if this Agreement had been executed without the invalid portion. Any provision of this Agreement that expressly or by implication comes into or remains in full force following the termination or expiration of this Agreement shall survive the termination or expiration of this Agreement. 12.6 Counterparts. This Agreement may be executed in counterparts, each of which shall, for all purposes, be deemed an original and all such counterparts, taken together, shall constitute one and the same instrument. 12.7 Survival. In addition to any provisions of this Agreement specified to survive in accordance with the terms thereof, the provisions of this Section and Sections 2.1, 5.3, 7.1.3, 7.1.4, 8.1, 8.2, 8.3, 11.1, 12.21, and 12.13 shall survive the termination of this Agreement. 12.8 Relationship of Parties. The relationship between Licensor and Licensee shall not be that of partners, agents, or join ventures for one another, and nothing contained in this Agreement shall be deemed to constitute a partnership or agency agreement between the Parties for any purposes, including federal income tax purposes. 12.9 Successors and Assigns. This License Agreement and the rights and obligations under this Agreement shall be binding upon and shall inure to the benefit of Licensor and Licensee and their respective permitted successors and assigns. 12.10 Applicable Law. This Agreement and the performance thereof shall be governed, interpreted, construed, and regulated by the laws of the State of California with venue proper only in the County of El Dorado, California. 12.12 Estoppel Certificate. Either Party hereto, without charge, at any time and from time to time, within five (5) Business Days after receipt of a written request by the other Party hereto, shall deliver a written instrument, duly executed, certifying to such requesting Party, or any other person, firm or corporation specified by such requesting Party: (i) that this Agreement is unmodified and in full force and effect, or if there has been any modification, that the same is in full force and effect as so modified, and identifying any such modification; (ii) whether or not to the knowledge of any such Party there are then existing any offsets or defenses in favor of such Party against enforcement of any of the terms, covenants and conditions of this Agreement and, if so, specifying the same and also whether or not to the knowledge of such Party the other Party has 102 23081212.8 DRAFT 10/14/21 3:54PM Final Draft License Agreement: 10.14.21 10 observed and performed all of the terms, covenants and conditions on its part to be observed and performed, and if not, specifying the same; and (iii) such other information as may be reasonably requested by a Party hereto. Any written instrument given hereunder may be relied upon by the recipient of such instrument, except to the extent the recipient has actual knowledge of facts contained in the certificate. 12.13 Attorneys' Fees. In the event that any court or arbitration proceeding is brought under or in connection with this Agreement, the prevailing party in such proceeding (whether at trial or on appeal) shall be entitled to recover from the other party all costs, expenses, and reasonable attorneys’ fees incident to any such proceeding. The term “prevailing party” as used herein shall mean the party in whose favor the final judgment or award is entered in any such judicial or arbitration proceeding. 12.14 Memorandum for Recordation. Licensee shall not record this Agreement. Upon request of Licensee, Licensor shall execute a memorandum of this Agreement reasonably acceptable to both Parties, which Licensee may record, at its cost, in the land records of the county in which the Licensed Area is located. 12.15 Updates to Exhibits. Upon the request of Licensee, Licensor shall execute an amendment to this Agreement in order to update Exhibit A and/or Exhibit B to reflect a detailed legal or survey description of the Property and Licensed Area. 12.16 Time is of the Essence. Time is of the essence with respect to performance of every provision of this Agreement. 12.17 Authority. Each of the individuals executing this Agreement on behalf of Licensee or Licensor represents to the other Party that such individual is authorized to do so by requisite action of the Party to this Agreement. 12.18 Third Party Beneficiaries. Except as otherwise expressly provided herein, this Agreement is for the sole benefit of the Parties hereto and their permitted successors and assigns, and nothing in this Agreement or any action taken hereunder shall be construed to create any duty, liability or standard of care to any Person not a Party to this Agreement. Except as specifically otherwise provided herein, no Person shall have any rights or interest, direct or indirect, in this Agreement. 12.19 Interpretation. Unless otherwise required by the context in which any term appears: (i) the singular shall include the plural and vice versa; (ii) all references to a particular entity shall include a reference to such entity’s successors and permitted assigns; (iii) the words “herein,” “hereof” and “hereunder” shall refer to this Agreement as a whole and not to any particular Article or subparagraph hereof; (iv) the words “include,” “includes” and “including” mean include, includes and including “without limitation;” (v) references to this Agreement shall include a reference to all appendices, annexes, schedules and exhibits hereto, as the same may be amended, modified, supplemented or replaced from time to time; and (vi) the masculine shall include the feminine and neuter and vice versa. The Parties have collectively prepared this Agreement, and 103 23081212.8 DRAFT 10/14/21 3:54PM Final Draft License Agreement: 10.14.21 11 none of the provisions hereof shall be construed against one Party on the ground that such Party is the author of this Agreement or any part hereof. 12.20 Conflicts with PPA. Nothing in this Agreement, including Sections 4.1 and 4.2, is intended to, and shall not be interpreted to, reduce, expand or otherwise modify Licensee’s obligations in relation to the construction and operation of the System as set forth in the PPA. In the event of any conflict between this Agreement and the PPA, the terms of the PPA shall control. 12.21 Governing Law. The interpretation and performance of this Agreement and each of its provisions shall be governed and construed in accordance with the laws of the State where the System is located, without regard to its principles on conflict of laws. The venue for any dispute arising out of or relating to this Agreement shall be in the California County in which the System is located. IN WITNESS WHEREOF and in confirmation of their consent to the terms and conditions contained in this Agreement and intending to be legally bound hereby, Licensor and Licensee have executed this Agreement as of the Effective Date. Licensor: South Tahoe Public Utility District By: _________________________________ Kelly Sheehan, President Licensee: SSI DevCo, LLC By: ________________________________ NAME: Michael Streams TITLE: Authorized Signatory 104 Final Draft License Agreement: 10.14.21 {00200846 1 } 12 105 Final Draft License Agreement: 10.14.21 A-1 Exhibit A Property Description (This Exhibit will be completed once the Facilities included in this contract have been selected by Licensee and approved by Licensor) 106 Final Draft License Agreement: 10.14.21 B-1 Exhibit B Licensed Area Map and System Definition (This Exhibit will be completed once the Facilities included in this contract have been selected by Licensee and approved by Licensor) 107 BOARD AGENDA ITEM 7b TO: Board of Directors FROM: Julie Ryan, Engineering Department Manager MEETING DATE: October 21, 2021 ITEM – PROJECT NAME: Engineering Department Staffing REQUESTED BOARD ACTION: Authorize staff to extend the Limited Term Project Coordinator Position term by 2.5 years from January 2022 to June 2024. DISCUSSION: In January 2020, the Board authorized extension of three of the District’s four Limited Term Positions (Meter Technician, Customer Service Representative and Staff Engineer) to June 30, 2024. The fourth Limited Term position (Meter Project Coordinator) was excluded from the extension at that time, as the position’s job description was reconsidered and modified now that the multi-year meter project is largely complete. For the past several months, staff has been working together and with the Union to update the job description and to convert the Meter Project Coordinator to Project Coordinator (PC). The term for the PC is currently set to expire in December 2021. However, the Engineering Department will continue to have a high volume of work for years to come. The PC will continue to fill the following roles for the District, supporting both the Capital Improvement Program and the Asset Management Program: • Coordinating the “Meters Cleanup” work - Update water drawings for all customers and install the remaining 100 residential water meters over the next four years. • Performing data collection in support of Asset Management - The PC currently maintains the District’s sewer flow monitoring network and provides project support to the Wastewater Treatment Plant (WWTP) and Field Station Condition Assessments Project. • Contributing to the development of the Geographic Information System (GIS) - The PC has had an integral role in the creation of the WWTP GIS and is expected to provide further support to various GIS projects moving forward. General Manager John Thiel Directors Chris Cefalu Shane Romsos David Peterson Kelly Sheehan Nick Exline 108 Julie Ryan Page 2 October 22, 2021 • Performing construction inspection on select District projects - At a substantial savings to the District over hiring consultants for inspection services. Staff recommends the Board authorize staff to extend the Limited Term Project Coordinator for an additional 30 months to June 30, 2024. This extension will coordinate the term for the Project Coordinator with the terms for the other three Limited Term positions, as well as with the 5-year Proposition 218 budget cycle. Staff will revisit the continuing need for the Limited Term positions in 2023, as the workload projections for the next 5 years come into focus. Based on the current salary schedule and cost of benefits for the Project Coordinator positions the total additional cost to the District to extend the term by 2.5 years (from January 2022 to June 2024) is approximately $213,000. However, the cost of the position is already built into the budget and long-range forecast. SCHEDULE: As soon as possible COSTS: $213,000 which is currently built into the budget and long-range forecast ACCOUNT NO: N/A BUDGETED AMOUNT AVAILABLE: N/A ATTACHMENTS: None ___________________________________________________________________________________ CONCURRENCE WITH REQUESTED ACTION: CATEGORY: Sewer/Water GENERAL MANAGER: YES NO CHIEF FINANCIAL OFFICER: YES NO 109 BOARD AGENDA ITEM 7c TO: Board of Directors FROM: John Thiel, General Manager MEETING DATE: October 21, 2021 ITEM – PROJECT NAME: Diamond Valley Ranch Facilities Emergency Repairs Project REQUESTED BOARD ACTION: Continue the emergency action to repair the Diamond Valley Ranch Facilities per Resolution No. 3193-21. DISCUSSION: The Board declared the Diamond Valley Ranch Facilities Emergency Repairs Project as an emergency on August 5, 2021. District staff will provide an update to the Board on the status of the emergency repairs. Public Contract Code Section 22050(c) requires the Board to review the emergency action at every Board meeting thereafter until the emergency action is terminated. The Board must determine by a 4/5’s vote that there is a need to continue the emergency action. District staff is requesting that the Board continue the emergency action for the repairs of the Diamond Valley Ranch Facilities. SCHEDULE: Repairs to be completed as soon as possible COSTS: N/A ACCOUNT NO: N/A BUDGETED AMOUNT AVAILABLE: Funded with reserves ATTACHMENTS: N/A ___________________________________________________________________________________ CONCURRENCE WITH REQUESTED ACTION: CATEGORY: Sewer/Water GENERAL MANAGER: YES NO CHIEF FINANCIAL OFFICER: YES NO General Manager John Thiel Directors Chris Cefalu Shane Romsos David Peterson Kelly Sheehan Nick Exline 110 John Thiel Page 2 September 2, 2021 BOARD AGENDA ITEM 7d TO: Board of Directors FROM: John Thiel, General Manager MEETING DATE: October 21, 2021 ITEM – PROJECT NAME: Caldor Fire Emergency Response REQUESTED BOARD ACTION: Continue the emergency action to respond to the Caldor Fire per Resolution No. 3194-21. DISCUSSION: The Board declared the Caldor Fire as an emergency on September 2, 2021. District staff will provide an update to the Board on the status of the emergency response. Public Contract Code Section 22050(c) requires the Board to review the emergency action at every Board meeting thereafter until the emergency action is terminated. The Board must determine by a 4/5’s vote that there is a need to continue the emergency action. District staff is requesting that the Board continue the emergency action for the response to the Caldor Fire. SCHEDULE: Active COSTS: Up to $300,000 ACCOUNT NO: N/A BUDGETED AMOUNT AVAILABLE: N/A ATTACHMENTS: N/A ___________________________________________________________________________________ CONCURRENCE WITH REQUESTED ACTION: CATEGORY: Sewer/Water GENERAL MANAGER: YES NO CHIEF FINANCIAL OFFICER: YES NO General Manager John Thiel Directors Chris Cefalu Shane Romsos David Peterson Kelly Sheehan Nick Exline 111 PAYMENT OF CLAIMS Payroll 10/5/21 563,039.16 Total Payroll 563,039.16 AFLAC/WageWorks claims and fees 130.80 Prominence - health care payments 10,625.30 Total Vendor EFT 10,756.10 Accounts Payable Checks-Sewer Fund 717,562.12 Accounts Payable Checks-Water Fund 184,013.66 Total Accounts Payable Checks 901,575.78 Utility Management Refunds 9,650.34 Total Utility Management Checks 9,650.34 Grand Total 1,485,021.38 Payroll EFTs & Checks 10/5/2021 9/21/2021 EFT CA Employment Taxes & W/H 25,504.62 0.00 EFT Federal Employment Taxes & W/H 115,696.70 0.00 EFT CalPERS Contributions 82,114.72 0.00 EFT Empower Retirement-Deferred Comp 26,050.56 0.00 EFT Stationary Engineers Union Dues 2,803.97 0.00 EFT CDHP Health Savings (HSA)4,392.30 0.00 EFT Retirement Health Savings 15,551.82 0.00 EFT United Way Contributions 21.00 0.00 EFT Employee Direct Deposits 290,512.09 0.00 CHK Employee Garnishments 391.38 0.00 CHK Employee Paychecks 0.00 0.00 Total 563,039.16 0.00 FOR APPROVAL October 21, 2021 112 Invoice Number Invoice Description Status Held Reason Invoice Date Due Date G/L Date Received Date Payment Date Invoice Net Amount Vendor 49689 - RHONDA K ABELL 3516221 Turf Buy-Back Program Paid by Check #107733 09/30/2021 10/21/2021 10/31/2021 10/21/2021 2,000.00 Vendor 49689 - RHONDA K ABELL Totals Invoices 1 $2,000.00 Vendor 43721 - ACWA/JPIA S067 21/22 Insurance prepaid Paid by Check #107734 10/01/2021 10/21/2021 10/31/2021 10/21/2021 371,070.00 1st Qtr 21/22 Workers Comp Insurance Payable Paid by Check #107734 10/06/2021 10/21/2021 09/30/2021 10/21/2021 40,000.91 O-0000008566 Insurance prepaid Paid by Check #107734 10/12/2021 10/21/2021 10/31/2021 10/21/2021 41,706.00 Vendor 43721 - ACWA/JPIA Totals Invoices 3 $452,776.91 Vendor 48605 - AIRGAS USA LLC 9118210884 Field, Shop & Safety Supplies Inventory Paid by Check #107735 10/01/2021 10/21/2021 10/31/2021 10/21/2021 2,073.97 Vendor 48605 - AIRGAS USA LLC Totals Invoices 1 $2,073.97 Vendor 48684 - ALLIED ELECTRONICS INC 9015085971 Repair - Maintenance Water Tanks Paid by Check #107736 10/04/2021 10/21/2021 10/31/2021 10/21/2021 1,088.21 9015087606 Repair - Maintenance Water Tanks Paid by Check #107736 10/05/2021 10/21/2021 10/31/2021 10/21/2021 875.26 Vendor 48684 - ALLIED ELECTRONICS INC Totals Invoices 2 $1,963.47 Vendor 43949 - ALPEN SIERRA COFFEE 219728 Office Supply Issues Paid by Check #107737 09/28/2021 10/21/2021 09/30/2021 10/21/2021 91.00 219729 Office Supply Issues Paid by Check #107737 09/28/2021 10/21/2021 09/30/2021 10/21/2021 46.50 219892 Office Supply Issues Paid by Check #107737 10/05/2021 10/21/2021 10/31/2021 10/21/2021 91.00 219893 Office Supply Issues Paid by Check #107737 10/05/2021 10/21/2021 10/31/2021 10/21/2021 46.50 Vendor 43949 - ALPEN SIERRA COFFEE Totals Invoices 4 $275.00 Vendor 49337 - AMAZON CAPITAL SERVICES INC. 1F3T-QN3N-F39W Fallen Leaf PS13 Upgrade Paid by Check #107738 09/30/2021 10/21/2021 09/30/2021 10/21/2021 73.94 Vendor 49337 - AMAZON CAPITAL SERVICES INC. Totals Invoices 1 $73.94 Vendor 44580 - ARAMARK UNIFORM SERVICES 2590000119 Uniform Payable Paid by Check #107739 09/23/2021 10/21/2021 09/30/2021 10/21/2021 (124.75) 259000020699 Uniform Payable Paid by Check #107739 09/28/2021 10/21/2021 09/30/2021 10/21/2021 83.23 259000020706 Uniform Payable Paid by Check #107739 09/28/2021 10/21/2021 09/30/2021 10/21/2021 87.19 259000020709 Uniform Payable Paid by Check #107739 09/28/2021 10/21/2021 09/30/2021 10/21/2021 87.78 259000020718 Uniform Payable Paid by Check #107739 09/28/2021 10/21/2021 09/30/2021 10/21/2021 108.45 259000020723 Uniform Payable Paid by Check #107739 09/28/2021 10/21/2021 09/30/2021 10/21/2021 43.62 259000020728 Uniform Payable Paid by Check #107739 09/28/2021 10/21/2021 09/30/2021 10/21/2021 18.05 259000020732 Uniform Payable Paid by Check #107739 09/28/2021 10/21/2021 09/30/2021 10/21/2021 4.49 259000020738 Uniform Payable Paid by Check #107739 09/28/2021 10/21/2021 09/30/2021 10/21/2021 101.03 259000020743 Uniform Payable Paid by Check #107739 09/28/2021 10/21/2021 09/30/2021 10/21/2021 20.08 Run by Gregory Dupree on 10/13/2021 03:18:31 PM Page 1 of 13 Payment of Claims Payment Date Range 10/21/21 - 10/21/21 Report By Vendor - Invoice Summary Listing 113 Invoice Number Invoice Description Status Held Reason Invoice Date Due Date G/L Date Received Date Payment Date Invoice Net Amount 259000020749 Uniform Payable Paid by Check #107739 09/28/2021 10/21/2021 09/30/2021 10/21/2021 8.36 259000020755 Uniform Payable Paid by Check #107739 09/28/2021 10/21/2021 09/30/2021 10/21/2021 13.34 259000020760 Uniform Payable Paid by Check #107739 09/28/2021 10/21/2021 09/30/2021 10/21/2021 15.14 259000020763 Uniform Payable Paid by Check #107739 09/28/2021 10/21/2021 09/30/2021 10/21/2021 17.98 Vendor 44580 - ARAMARK UNIFORM SERVICES Totals Invoices 14 $483.99 Vendor 47961 - ARETE SYSTEMS 10703293 Contractual Services Paid by Check #107740 10/02/2021 10/21/2021 09/30/2021 10/21/2021 7,158.75 Vendor 47961 - ARETE SYSTEMS Totals Invoices 1 $7,158.75 Vendor 40521 - AT&T OCTOBER2021 TELEPHONE Paid by Check #107741 09/28/2021 10/21/2021 10/31/2021 10/21/2021 180.00 Vendor 40521 - AT&T Totals Invoices 1 $180.00 Vendor 45202 - AT&T MOBILITY OCTOBER2021 TELEPHONE Paid by Check #107742 09/19/2021 10/21/2021 10/31/2021 10/21/2021 1,092.82 Vendor 45202 - AT&T MOBILITY Totals Invoices 1 $1,092.82 Vendor 48000 - AT&T/CALNET 3 OCTOBER2021 TELEPHONE Paid by Check #107743 10/01/2021 10/21/2021 10/31/2021 10/21/2021 1,639.63 Vendor 48000 - AT&T/CALNET 3 Totals Invoices 1 $1,639.63 Vendor 49678 - JOSHUA R ATKINS 8113203 Clothes Washer Rebate Program Paid by Check #107744 10/11/2021 10/21/2021 10/31/2021 10/21/2021 200.00 Vendor 49678 - JOSHUA R ATKINS Totals Invoices 1 $200.00 Vendor 48612 - AUTOMATION DIRECT 12554150 Air Gap Package Unit Paid by Check #107745 08/27/2021 10/21/2021 09/30/2021 10/21/2021 25.56 12557110 Primary Equipment Paid by Check #107745 08/27/2021 10/21/2021 10/31/2021 10/21/2021 72.86 Vendor 48612 - AUTOMATION DIRECT Totals Invoices 2 $98.42 Vendor 11800 - BARTON HEALTHCARE SYSTEM 131-82716 Safety Equipment - Physicals Paid by Check #107746 09/30/2021 10/21/2021 09/30/2021 10/21/2021 333.00 Vendor 11800 - BARTON HEALTHCARE SYSTEM Totals Invoices 1 $333.00 Vendor 45009 - BENTLY AGROWDYNAMICS 206892 Biosolid Disposal Costs Paid by Check #107747 09/23/2021 10/21/2021 10/31/2021 10/21/2021 681.75 206923 Biosolid Disposal Costs Paid by Check #107747 09/28/2021 10/21/2021 10/31/2021 10/21/2021 1,401.00 206970 Biosolid Disposal Costs Paid by Check #107747 10/06/2021 10/21/2021 10/31/2021 10/21/2021 1,200.00 Vendor 45009 - BENTLY AGROWDYNAMICS Totals Invoices 3 $3,282.75 Vendor 12070 - BING MATERIALS 211364 Pipe - Covers & Manholes Paid by Check #107748 09/20/2021 10/21/2021 09/30/2021 10/21/2021 713.35 211365 Pipe - Covers & Manholes Paid by Check #107748 09/20/2021 10/21/2021 10/31/2021 10/21/2021 2,133.29 211366 Pipe - Covers & Manholes Paid by Check #107748 09/20/2021 10/21/2021 10/31/2021 10/21/2021 436.10 Run by Gregory Dupree on 10/13/2021 03:18:31 PM Page 2 of 13 Payment of Claims Payment Date Range 10/21/21 - 10/21/21 Report By Vendor - Invoice Summary Listing 114 Invoice Number Invoice Description Status Held Reason Invoice Date Due Date G/L Date Received Date Payment Date Invoice Net Amount 211651 Pipe - Covers & Manholes Paid by Check #107748 09/30/2021 10/21/2021 10/31/2021 10/21/2021 377.77 Vendor 12070 - BING MATERIALS Totals Invoices 4 $3,660.51 Vendor 43828 - BLUE RIBBON TEMP PERSONNEL 11540 Contractual Services Paid by Check #107749 09/24/2021 10/21/2021 09/30/2021 10/21/2021 687.40 11605 Contractual Services Paid by Check #107749 10/01/2021 10/21/2021 09/30/2021 10/21/2021 687.40 11606 Contractual Services Paid by Check #107749 10/01/2021 10/21/2021 09/30/2021 10/21/2021 356.16 11664 Contractual Services Paid by Check #107749 10/08/2021 10/21/2021 10/31/2021 10/21/2021 687.40 Vendor 43828 - BLUE RIBBON TEMP PERSONNEL Totals Invoices 4 $2,418.36 Vendor 48995 - BRENLYN BORLEY Education #1 Tuition & Reimbursement Program Paid by Check #107750 09/29/2021 10/21/2021 09/30/2021 10/21/2021 1,600.00 Vendor 48995 - BRENLYN BORLEY Totals Invoices 1 $1,600.00 Vendor 48681 - CADENCE TEAM LLC 3047 Service Contracts Paid by Check #107751 09/29/2021 10/21/2021 09/30/2021 10/21/2021 2,750.00 Vendor 48681 - CADENCE TEAM LLC Totals Invoices 1 $2,750.00 Vendor 40176 - CASHMAN EQUIPMENT I1825502 Generators Paid by Check #107752 09/22/2021 10/21/2021 09/30/2021 10/21/2021 5,732.42 Vendor 40176 - CASHMAN EQUIPMENT Totals Invoices 1 $5,732.42 Vendor 42328 - CDW-G CORP L717731 Computer Purchases Paid by Check #107753 10/05/2021 10/21/2021 10/31/2021 10/21/2021 5,383.48 Vendor 42328 - CDW-G CORP Totals Invoices 1 $5,383.48 Vendor 47851 - CENTER FOR HEARING HEALTH INC 18893 Safety Equipment - Physicals Paid by Check #107754 09/30/2021 10/21/2021 10/31/2021 10/21/2021 1,714.53 Vendor 47851 - CENTER FOR HEARING HEALTH INC Totals Invoices 1 $1,714.53 Vendor 40343 - CHEMSEARCH INC 7517106 Service Contracts Paid by Check #107755 09/20/2021 10/21/2021 09/30/2021 10/21/2021 377.16 Vendor 40343 - CHEMSEARCH INC Totals Invoices 1 $377.16 Vendor 49578 - DOUGLAS & CANDACE CLYMER 3471110-2 Miscellaneous Liability Claims Paid by Check #107756 09/24/2021 10/21/2021 10/31/2021 10/21/2021 180.10 Vendor 49578 - DOUGLAS & CANDACE CLYMER Totals Invoices 1 $180.10 Vendor 40512 - CODALE ELECTRIC SUPPLY S7535428.001 Biosolids Equipment - Building Paid by Check #107757 09/29/2021 10/21/2021 09/30/2021 10/21/2021 566.65 S7540041.001 Wells Paid by Check #107757 09/29/2021 10/21/2021 09/30/2021 10/21/2021 1,794.38 Vendor 40512 - CODALE ELECTRIC SUPPLY Totals Invoices 2 $2,361.03 Vendor 44779 - CPI INTERNATIONAL Run by Gregory Dupree on 10/13/2021 03:18:31 PM Page 3 of 13 Payment of Claims Payment Date Range 10/21/21 - 10/21/21 Report By Vendor - Invoice Summary Listing 115 Invoice Number Invoice Description Status Held Reason Invoice Date Due Date G/L Date Received Date Payment Date Invoice Net Amount 20052316 Laboratory Supplies Paid by Check #107758 06/10/2021 10/21/2021 10/31/2021 10/12/2021 10/21/2021 91.95 20052375 Laboratory Supplies Paid by Check #107758 06/16/2021 10/21/2021 10/31/2021 10/12/2021 10/21/2021 919.52 20052377 Laboratory Supplies Paid by Check #107758 06/16/2021 10/21/2021 10/31/2021 10/12/2021 10/21/2021 827.56 20053107 Laboratory Supplies Paid by Check #107758 08/12/2021 10/21/2021 10/31/2021 10/12/2021 10/21/2021 922.25 Vendor 44779 - CPI INTERNATIONAL Totals Invoices 4 $2,761.28 Vendor 49048 - BENITO CUEVAS 26012253 Misc Emergency Incident Expenses Paid by Check #107759 09/01/2021 10/21/2021 10/31/2021 10/21/2021 192.10 Vendor 49048 - BENITO CUEVAS Totals Invoices 1 $192.10 Vendor 48654 - D&H BROADCASTING LLC Sep 21 Stmt Public Relations Expense Paid by Check #107760 10/08/2021 10/21/2021 10/31/2021 10/21/2021 1,120.00 Vendor 48654 - D&H BROADCASTING LLC Totals Invoices 1 $1,120.00 Vendor 48289 - DIY HOME CENTER Sep 21 Stmt Shop Supplies, Buildings & Small Tools Paid by Check #107761 09/30/2021 10/21/2021 10/31/2021 10/21/2021 710.59 Vendor 48289 - DIY HOME CENTER Totals Invoices 1 $710.59 Vendor 49688 - DOESNT REALLY MATTERHORN LLC 3432310 Turf Buy-Back Program Paid by Check #107762 09/30/2021 10/21/2021 10/31/2021 10/21/2021 604.50 Vendor 49688 - DOESNT REALLY MATTERHORN LLC Totals Invoices 1 $604.50 Vendor 48305 - DOMENICHELLI & ASSOCIATES 19-186 10 Contractual Services Paid by Check #107763 09/27/2021 10/21/2021 10/31/2021 10/21/2021 840.00 20-481 9 Contractual Services Paid by Check #107763 09/27/2021 10/21/2021 10/31/2021 10/21/2021 1,800.00 Vendor 48305 - DOMENICHELLI & ASSOCIATES Totals Invoices 2 $2,640.00 Vendor 43555 - E&M ELECTRIC & MACHINERY INC 384562 Pump Stations Paid by Check #107764 09/30/2021 10/21/2021 09/30/2021 10/21/2021 1,899.01 Vendor 43555 - E&M ELECTRIC & MACHINERY INC Totals Invoices 1 $1,899.01 Vendor 14610 - EL DORADO COUNTY AUDITOR-CONTROLLER 2232257 Supplies Paid by Check #107765 09/29/2021 10/21/2021 09/30/2021 10/21/2021 15.00 2742113 Supplies Paid by Check #107767 10/08/2021 10/21/2021 10/31/2021 10/21/2021 15.00 2742114 Supplies Paid by Check #107766 10/08/2021 10/21/2021 10/31/2021 10/21/2021 15.00 Vendor 14610 - EL DORADO COUNTY AUDITOR-CONTROLLER Totals Invoices 3 $45.00 Vendor 44263 - ENS RESOURCES INC 2936 Contractual Services Paid by Check #107768 10/05/2021 10/21/2021 10/31/2021 10/21/2021 5,000.00 2937 Contractual Services Paid by Check #107768 10/05/2021 10/21/2021 10/31/2021 10/21/2021 7,300.00 Vendor 44263 - ENS RESOURCES INC Totals Invoices 2 $12,300.00 Vendor 44708 - ENVIRONMENTAL SYSTEMS RESEARCH INSTITUTE INC Run by Gregory Dupree on 10/13/2021 03:18:31 PM Page 4 of 13 Payment of Claims Payment Date Range 10/21/21 - 10/21/21 Report By Vendor - Invoice Summary Listing 116 Invoice Number Invoice Description Status Held Reason Invoice Date Due Date G/L Date Received Date Payment Date Invoice Net Amount 94117214 Service Contracts Paid by Check #107769 10/04/2021 10/21/2021 10/31/2021 10/21/2021 25,000.00 Vendor 44708 - ENVIRONMENTAL SYSTEMS RESEARCH INSTITUTE INC Totals Invoices 1 $25,000.00 Vendor 18550 - EUROFINS EATON ANALYTICAL LLC L0592216 Monitoring Paid by Check #107770 09/22/2021 10/21/2021 09/30/2021 10/21/2021 2,040.00 L0592316 Monitoring Paid by Check #107770 09/22/2021 10/21/2021 09/30/2021 10/21/2021 1,080.00 L0592327 Monitoring Paid by Check #107770 09/22/2021 10/21/2021 09/30/2021 10/21/2021 35.00 L0592328 Monitoring Paid by Check #107770 09/22/2021 10/21/2021 09/30/2021 10/21/2021 40.00 L0592339 Monitoring Paid by Check #107770 09/22/2021 10/21/2021 09/30/2021 10/21/2021 787.50 L0592651 Monitoring Paid by Check #107770 09/24/2021 10/21/2021 09/30/2021 10/21/2021 360.00 L0593037 Monitoring Paid by Check #107770 09/27/2021 10/21/2021 09/30/2021 10/21/2021 40.00 L0593054 Monitoring Paid by Check #107770 09/27/2021 10/21/2021 09/30/2021 10/21/2021 255.00 L0592035 Monitoring Paid by Check #107770 10/01/2021 10/21/2021 09/30/2021 10/21/2021 50.00 L0593952 Monitoring Paid by Check #107770 10/01/2021 10/21/2021 09/30/2021 10/21/2021 105.00 Vendor 18550 - EUROFINS EATON ANALYTICAL LLC Totals Invoices 10 $4,792.50 Vendor 47836 - EVOQUA WATER TECHNOLOGIES LLC 905090068 Service Contracts Paid by Check #107771 10/01/2021 10/21/2021 10/31/2021 10/21/2021 107.19 Vendor 47836 - EVOQUA WATER TECHNOLOGIES LLC Totals Invoices 1 $107.19 Vendor 48551 - EZKEM 5923 Laboratory Equipment Paid by Check #107772 10/01/2021 10/21/2021 10/31/2021 10/21/2021 1,527.00 Vendor 48551 - EZKEM Totals Invoices 1 $1,527.00 Vendor 47960 - FARR WEST ENGINEERING INC 16083 Keller Heavenly Water System Improvement Paid by Check #107773 09/03/2021 10/21/2021 10/31/2021 10/21/2021 663.75 16246 Keller Heavenly Water System Improvement Paid by Check #107773 10/01/2021 10/21/2021 10/31/2021 10/21/2021 450.00 Vendor 47960 - FARR WEST ENGINEERING INC Totals Invoices 2 $1,113.75 Vendor 14890 - FEDEX 7-511-07594 Postage Expenses & Paloma Well Rehabilitation 2021 Paid by Check #107774 09/24/2021 10/21/2021 09/30/2021 10/21/2021 242.57 7-518-19293 Postage Expenses Paid by Check #107774 10/01/2021 10/21/2021 09/30/2021 10/21/2021 19.21 7-526-37195 Postage Expenses Paid by Check #107774 10/08/2021 10/21/2021 10/31/2021 10/21/2021 97.26 Vendor 14890 - FEDEX Totals Invoices 3 $359.04 Vendor 48402 - FLYERS ENERGY LLC 21-389867 Gasoline & Diesel Expense Paid by Check #107775 09/16/2021 10/21/2021 09/30/2021 10/21/2021 2,384.24 21-392578A Gasoline Fuel Inventory Paid by Check #107775 09/21/2021 10/21/2021 09/30/2021 10/21/2021 3,744.67 21-398883 Gasoline Fuel Inventory Paid by Check #107775 09/30/2021 10/21/2021 09/30/2021 10/21/2021 4,221.88 Vendor 48402 - FLYERS ENERGY LLC Totals Invoices 3 $10,350.79 Vendor 48288 - FRONTIER COMMUNICATIONS Run by Gregory Dupree on 10/13/2021 03:18:31 PM Page 5 of 13 Payment of Claims Payment Date Range 10/21/21 - 10/21/21 Report By Vendor - Invoice Summary Listing 117 Invoice Number Invoice Description Status Held Reason Invoice Date Due Date G/L Date Received Date Payment Date Invoice Net Amount OCTOBER2021 TELEPHONE Paid by Check #107776 10/01/2021 10/21/2021 10/31/2021 10/21/2021 746.18 Vendor 48288 - FRONTIER COMMUNICATIONS Totals Invoices 1 $746.18 Vendor 49119 - GANNETT FLEMING INC 065860.02*8 Keller Heavenly Water System Improvement Paid by Check #107777 09/01/2021 10/21/2021 10/31/2021 10/21/2021 165.00 065860.03*1 Grounds & Maintenance Paid by Check #107777 09/01/2021 10/21/2021 10/31/2021 10/21/2021 11,507.50 065860.03*2 Grounds & Maintenance Paid by Check #107777 10/04/2021 10/21/2021 10/31/2021 10/21/2021 398.75 Vendor 49119 - GANNETT FLEMING INC Totals Invoices 3 $12,071.25 Vendor 49458 - GEOTAB USA INC IN286205 Service Contracts Paid by Check #107778 09/30/2021 10/21/2021 09/30/2021 10/21/2021 691.25 Vendor 49458 - GEOTAB USA INC Totals Invoices 1 $691.25 Vendor 43111 - GFS CHEMICALS INC CINV-082122 Laboratory Supplies Paid by Check #107779 09/23/2021 10/21/2021 09/30/2021 10/21/2021 669.38 Vendor 43111 - GFS CHEMICALS INC Totals Invoices 1 $669.38 Vendor 15600 - GRAINGER 9040522444 HVAC Air Filters & Parts Paid by Check #107780 08/31/2021 10/21/2021 09/30/2021 10/21/2021 1,553.35 9040562408 HVAC Air Filters & Parts Paid by Check #107780 08/31/2021 10/21/2021 09/30/2021 10/21/2021 891.84 9061084159 Field, Shop & Safety Supplies Inventory Paid by Check #107780 09/21/2021 10/21/2021 09/30/2021 10/21/2021 70.48 9061489770 Field, Shop & Safety Supplies Inventory Paid by Check #107780 09/21/2021 10/21/2021 09/30/2021 10/21/2021 490.88 9063384748 Automotive Paid by Check #107780 09/22/2021 10/21/2021 09/30/2021 10/21/2021 23.03 9064247118 Buildings Paid by Check #107780 09/23/2021 10/21/2021 09/30/2021 10/21/2021 392.47 9065973407 Automotive Paid by Check #107780 09/24/2021 10/21/2021 09/30/2021 10/21/2021 33.52 9069015510 HVAC Air Filters & Parts Paid by Check #107780 09/28/2021 10/21/2021 10/31/2021 10/21/2021 809.63 9071945852 Automotive Paid by Check #107780 09/30/2021 10/21/2021 10/31/2021 10/21/2021 82.86 Vendor 15600 - GRAINGER Totals Invoices 9 $4,348.06 Vendor 43403 - GRANITE CONSTRUCTION CO 2110517 Pipe - Covers & Manholes Paid by Check #107781 09/29/2021 10/21/2021 10/31/2021 10/21/2021 3,147.80 Vendor 43403 - GRANITE CONSTRUCTION CO Totals Invoices 1 $3,147.80 Vendor 48848 - GREAT BASIN UNIFIED APCD 1566-00-10 2021 Regulatory Operating Permits Paid by Check #107782 09/30/2021 10/21/2021 09/30/2021 10/21/2021 70.00 Vendor 48848 - GREAT BASIN UNIFIED APCD Totals Invoices 1 $70.00 Vendor 49677 - FORREST GRIMES 2734310 Turf Buy-Back Program Paid by Check #107783 10/07/2021 10/21/2021 10/31/2021 10/21/2021 2,000.00 Vendor 49677 - FORREST GRIMES Totals Invoices 1 $2,000.00 Vendor 15800 - HACH CO Run by Gregory Dupree on 10/13/2021 03:18:31 PM Page 6 of 13 Payment of Claims Payment Date Range 10/21/21 - 10/21/21 Report By Vendor - Invoice Summary Listing 118 Invoice Number Invoice Description Status Held Reason Invoice Date Due Date G/L Date Received Date Payment Date Invoice Net Amount 12661823 Laboratory Supplies Paid by Check #107784 09/29/2021 10/21/2021 09/30/2021 10/21/2021 244.97 Vendor 15800 - HACH CO Totals Invoices 1 $244.97 Vendor 44430 - HIGH SIERRA BUSINESS SYSTEMS 119699 Service Contracts Paid by Check #107785 09/21/2021 10/21/2021 10/31/2021 10/21/2021 684.78 119961 Service Contracts Paid by Check #107785 10/01/2021 10/21/2021 10/31/2021 10/21/2021 732.98 Vendor 44430 - HIGH SIERRA BUSINESS SYSTEMS Totals Invoices 2 $1,417.76 Vendor 44414 - HOME DEPOT CREDIT SERVICES 7013117 Grounds & Maintenance Paid by Check #107786 09/22/2021 10/21/2021 10/31/2021 10/21/2021 61.84 Vendor 44414 - HOME DEPOT CREDIT SERVICES Totals Invoices 1 $61.84 Vendor 49604 - HOUSTON MAGNANI AND ASSOCIATES 6220 Contractual Services Paid by Check #107787 09/30/2021 10/21/2021 09/30/2021 10/21/2021 800.00 Vendor 49604 - HOUSTON MAGNANI AND ASSOCIATES Totals Invoices 1 $800.00 Vendor 10103 - IDEXX DISTRIBUTION CORP 3092334402 Laboratory Supplies Paid by Check #107788 09/16/2021 10/21/2021 09/30/2021 10/21/2021 1,298.46 Vendor 10103 - IDEXX DISTRIBUTION CORP Totals Invoices 1 $1,298.46 Vendor 49683 - LINDA JARRELL 3112112 Clothes Washer Rebate Program Paid by Check #107789 09/29/2021 10/21/2021 10/31/2021 10/21/2021 200.00 Vendor 49683 - LINDA JARRELL Totals Invoices 1 $200.00 Vendor 17350 - LAKESIDE NAPA Sep 21 Stmt Automotive, Mobile Equipment & Supplies Paid by Check #107790 09/25/2021 10/21/2021 10/31/2021 10/21/2021 2,111.72 Vendor 17350 - LAKESIDE NAPA Totals Invoices 1 $2,111.72 Vendor 22200 - LANGENFELD ACE HARDWARE Sep 21 Stmt Shop Supplies, Buildings & Pump Stations Paid by Check #107791 09/30/2021 10/21/2021 10/31/2021 10/21/2021 686.81 Vendor 22200 - LANGENFELD ACE HARDWARE Totals Invoices 1 $686.81 Vendor 45135 - LES SCHWAB TIRE CENTER 66100387788 Automotive Paid by Check #107792 09/28/2021 10/21/2021 10/31/2021 10/21/2021 1,170.42 71700381220 Automotive Paid by Check #107792 09/29/2021 10/21/2021 10/31/2021 10/21/2021 4,760.24 66100389165 Automotive Paid by Check #107792 10/07/2021 10/21/2021 10/31/2021 10/21/2021 1,461.91 66100389185 Automotive Paid by Check #107792 10/07/2021 10/21/2021 10/31/2021 10/21/2021 566.47 Vendor 45135 - LES SCHWAB TIRE CENTER Totals Invoices 4 $7,959.04 Vendor 22550 - LIBERTY UTILITIES OCTOBER2021 ELECTRICITY Paid by Check #107793 10/04/2021 10/21/2021 10/31/2021 10/21/2021 216,731.48 Vendor 22550 - LIBERTY UTILITIES Totals Invoices 1 $216,731.48 Run by Gregory Dupree on 10/13/2021 03:18:31 PM Page 7 of 13 Payment of Claims Payment Date Range 10/21/21 - 10/21/21 Report By Vendor - Invoice Summary Listing 119 Invoice Number Invoice Description Status Held Reason Invoice Date Due Date G/L Date Received Date Payment Date Invoice Net Amount Vendor 49685 - RICKY A LIND 22251664 Turf Buy-Back Program Paid by Check #107794 09/16/2021 10/21/2021 10/31/2021 10/21/2021 2,000.00 Vendor 49685 - RICKY A LIND Totals Invoices 1 $2,000.00 Vendor 47903 - LINDE GAS & EQUIPMENT INC 66073580 Small Tools Paid by Check #107795 09/21/2021 10/21/2021 10/31/2021 10/21/2021 57.02 66096356 Shop Supplies Paid by Check #107795 09/21/2021 10/21/2021 09/30/2021 10/21/2021 329.23 66117809 Small Tools Paid by Check #107795 09/21/2021 10/21/2021 10/31/2021 10/21/2021 161.33 66202539 Pipe - Covers & Manholes Paid by Check #107795 09/24/2021 10/21/2021 09/30/2021 10/21/2021 31.65 Vendor 47903 - LINDE GAS & EQUIPMENT INC Totals Invoices 4 $579.23 Vendor 45059 - LUMOS & ASSOCIATES 110204 Pioneer Tr Waterline Golden Bear to Pine Valley Paid by Check #107796 09/30/2021 10/21/2021 10/31/2021 10/21/2021 4,823.00 Vendor 45059 - LUMOS & ASSOCIATES Totals Invoices 1 $4,823.00 Vendor 49687 - RYAN W MALHOSKI 3225218 Clothes Washer Rebate Program Paid by Check #107797 09/23/2021 10/21/2021 10/31/2021 10/21/2021 200.00 Vendor 49687 - RYAN W MALHOSKI Totals Invoices 1 $200.00 Vendor 49681 - MARK MALLATT 2624108-2 Toilet Rebate Program Paid by Check #107798 09/28/2021 10/21/2021 10/31/2021 10/21/2021 74.50 2624108 Clothes Washer Rebate Program Paid by Check #107798 09/29/2021 10/21/2021 10/31/2021 10/21/2021 200.00 Vendor 49681 - MARK MALLATT Totals Invoices 2 $274.50 Vendor 17900 - MC MASTER CARR SUPPLY CO 65671551 Repair - Maintenance Water Tanks Paid by Check #107799 09/27/2021 10/21/2021 09/30/2021 10/21/2021 1,878.47 65766773 Repair - Maintenance Water Tanks Paid by Check #107799 09/29/2021 10/21/2021 09/30/2021 10/21/2021 875.26 Vendor 17900 - MC MASTER CARR SUPPLY CO Totals Invoices 2 $2,753.73 Vendor 18150 - MEEKS BUILDING CENTER Sep 21 Stmt Supplies, Buildings, Ground & Maintenance Paid by Check #107800 09/30/2021 10/21/2021 10/31/2021 10/21/2021 1,492.37 Vendor 18150 - MEEKS BUILDING CENTER Totals Invoices 1 $1,492.37 Vendor 48628 - MENEGON'S HARDWARE 64048 Small Tools Paid by Check #107801 09/10/2021 10/21/2021 09/30/2021 10/21/2021 130.31 Vendor 48628 - MENEGON'S HARDWARE Totals Invoices 1 $130.31 Vendor 49680 - BRIAN MORGAN 3128415 Water Use Reduction Rebates Paid by Check #107802 10/05/2021 10/21/2021 10/31/2021 10/21/2021 216.00 Vendor 49680 - BRIAN MORGAN Totals Invoices 1 $216.00 Run by Gregory Dupree on 10/13/2021 03:18:31 PM Page 8 of 13 Payment of Claims Payment Date Range 10/21/21 - 10/21/21 Report By Vendor - Invoice Summary Listing 120 Invoice Number Invoice Description Status Held Reason Invoice Date Due Date G/L Date Received Date Payment Date Invoice Net Amount Vendor 19200 - NELS TAHOE HARDWARE Sep 21 Stmt Shop Supplies & Small Tools Paid by Check #107803 09/30/2021 10/21/2021 09/30/2021 10/21/2021 280.44 Vendor 19200 - NELS TAHOE HARDWARE Totals Invoices 1 $280.44 Vendor 48864 - DOUGLAS NUROCK 8998 & 16713 Dues - Memberships - Certification Paid by Check #107804 10/05/2021 10/21/2021 10/31/2021 10/21/2021 110.00 Vendor 48864 - DOUGLAS NUROCK Totals Invoices 1 $110.00 Vendor 41030 - OFFICE DEPOT 200122081001 Office Supplies Paid by Check #107805 09/27/2021 10/21/2021 09/30/2021 10/21/2021 72.93 Vendor 41030 - OFFICE DEPOT Totals Invoices 1 $72.93 Vendor 49550 - PRISM 22000852 Contractual Services Paid by Check #107806 10/01/2021 10/21/2021 09/30/2021 10/21/2021 807.30 Vendor 49550 - PRISM Totals Invoices 1 $807.30 Vendor 49679 - DAVID PYLE 3640107 Water Use Reduction Rebates Paid by Check #107807 09/28/2021 10/21/2021 10/31/2021 10/21/2021 500.00 Vendor 49679 - DAVID PYLE Totals Invoices 1 $500.00 Vendor 41474 - RAIN FOR RENT 1655345 Equipment Rental- Lease Paid by Check #107808 09/22/2021 10/21/2021 09/30/2021 10/21/2021 8,374.64 Vendor 41474 - RAIN FOR RENT Totals Invoices 1 $8,374.64 Vendor 49094 - SUSAN RASMUSSEN 100721 Travel - Meetings - Education Paid by Check #107809 10/07/2021 10/21/2021 10/31/2021 10/21/2021 32.48 Vendor 49094 - SUSAN RASMUSSEN Totals Invoices 1 $32.48 Vendor 43332 - RED WING SHOE STORE 812-1-76315 Safety Equipment - Physicals Paid by Check #107810 09/10/2021 10/21/2021 09/30/2021 10/21/2021 320.00 512-1-76744 Safety Equipment - Physicals Paid by Check #107810 09/17/2021 10/21/2021 09/30/2021 10/21/2021 329.70 812-1-76743 Safety Equipment - Physicals Paid by Check #107810 09/17/2021 10/21/2021 09/30/2021 10/21/2021 218.18 812-1-76745 Safety Equipment - Physicals Paid by Check #107810 09/17/2021 10/21/2021 09/30/2021 10/21/2021 256.97 Vendor 43332 - RED WING SHOE STORE Totals Invoices 4 $1,124.85 Vendor 47803 - REDWOOD PRINTING 32081 Office Supplies Paid by Check #107811 10/01/2021 10/21/2021 10/31/2021 10/21/2021 112.44 Vendor 47803 - REDWOOD PRINTING Totals Invoices 1 $112.44 Vendor 49684 - DAVID REED 2581227 Turf Buy-Back Program Paid by Check #107812 09/16/2021 10/21/2021 10/31/2021 10/21/2021 1,648.50 Vendor 49684 - DAVID REED Totals Invoices 1 $1,648.50 Vendor 49497 - REGULATORY INTELLIGENCE LLC Run by Gregory Dupree on 10/13/2021 03:18:31 PM Page 9 of 13 Payment of Claims Payment Date Range 10/21/21 - 10/21/21 Report By Vendor - Invoice Summary Listing 121 Invoice Number Invoice Description Status Held Reason Invoice Date Due Date G/L Date Received Date Payment Date Invoice Net Amount STPUD1021 Advisory Paid by Check #107813 10/08/2021 10/21/2021 10/31/2021 10/21/2021 2,592.15 Vendor 49497 - REGULATORY INTELLIGENCE LLC Totals Invoices 1 $2,592.15 Vendor 49686 - FREDERICK R SCHIFF 2216107 Turf Buy-Back Program Paid by Check #107814 09/16/2021 10/21/2021 10/31/2021 10/21/2021 75.00 Vendor 49686 - FREDERICK R SCHIFF Totals Invoices 1 $75.00 Vendor 44856 - SCIENTIFIC CONSUMABLES & INSTRUMENTATION 74383 Laboratory Supplies Paid by Check #107815 09/27/2021 10/21/2021 10/31/2021 10/21/2021 416.10 Vendor 44856 - SCIENTIFIC CONSUMABLES & INSTRUMENTATION Totals Invoices 1 $416.10 Vendor 49682 - CALVIN SECHRIST 8111207 Toilet Rebate Program Paid by Check #107816 09/30/2021 10/21/2021 10/31/2021 10/21/2021 134.51 Vendor 49682 - CALVIN SECHRIST Totals Invoices 1 $134.51 Vendor 49140 - SIERRA BUSINESS COUNCIL September 2021 Contractual Services Paid by Check #107817 10/08/2021 10/21/2021 10/31/2021 10/21/2021 1,000.00 Vendor 49140 - SIERRA BUSINESS COUNCIL Totals Invoices 1 $1,000.00 Vendor 22620 - SIERRA SPRINGS 5152426 092521 Supplies Paid by Check #107818 09/25/2021 10/21/2021 09/30/2021 10/21/2021 48.42 Vendor 22620 - SIERRA SPRINGS Totals Invoices 1 $48.42 Vendor 48735 - SILVER STATE ANALYTICAL LAB RN275224 Monitoring Paid by Check #107819 10/07/2021 10/21/2021 10/31/2021 10/21/2021 258.00 Vendor 48735 - SILVER STATE ANALYTICAL LAB Totals Invoices 1 $258.00 Vendor 48944 - CHRIS SKELLY 092921 Travel - Meetings - Education Paid by Check #107820 09/29/2021 10/21/2021 10/31/2021 10/21/2021 66.09 110321 Travel - Meetings - Education Paid by Check #107820 10/08/2021 10/21/2021 10/31/2021 10/21/2021 67.00 Vendor 48944 - CHRIS SKELLY Totals Invoices 2 $133.09 Vendor 43888 - SONSRAY MACHINERY LLC P27266-07 Automotive Paid by Check #107821 08/24/2021 10/21/2021 10/31/2021 10/21/2021 173.32 P27286-07 Automotive Paid by Check #107821 08/25/2021 10/21/2021 10/31/2021 10/21/2021 169.04 P27296-07 Automotive Paid by Check #107821 08/26/2021 10/21/2021 10/31/2021 10/21/2021 34.28 P27573-07 Automotive Paid by Check #107821 09/22/2021 10/21/2021 10/31/2021 10/21/2021 110.51 P27654-07 Automotive Paid by Check #107821 09/29/2021 10/21/2021 10/31/2021 10/21/2021 336.49 W05008 Automotive Paid by Check #107821 10/03/2021 10/21/2021 10/31/2021 10/21/2021 (786.70) Vendor 43888 - SONSRAY MACHINERY LLC Totals Invoices 6 $36.94 Vendor 44577 - SOUNDPROS INC 210922-55 Public Relations Expense Paid by Check #107822 09/22/2021 10/21/2021 09/30/2021 10/21/2021 49.00 Vendor 44577 - SOUNDPROS INC Totals Invoices 1 $49.00 Run by Gregory Dupree on 10/13/2021 03:18:31 PM Page 10 of 13 Payment of Claims Payment Date Range 10/21/21 - 10/21/21 Report By Vendor - Invoice Summary Listing 122 Invoice Number Invoice Description Status Held Reason Invoice Date Due Date G/L Date Received Date Payment Date Invoice Net Amount Vendor 23450 - SOUTH TAHOE REFUSE Sep 21 Stmt Refuse Disposal Paid by Check #107823 10/01/2021 10/21/2021 09/30/2021 10/21/2021 2,202.48 Vendor 23450 - SOUTH TAHOE REFUSE Totals Invoices 1 $2,202.48 Vendor 45168 - SOUTHWEST GAS OCTOBER2021 NATURAL GAS Paid by Check #107824 10/06/2021 10/21/2021 10/31/2021 10/21/2021 238.54 Vendor 45168 - SOUTHWEST GAS Totals Invoices 1 $238.54 Vendor 49064 - STAPLES BUSINESS ADVANTAGE 3440787345 Office Supplies Paid by Check #107825 09/29/2020 10/21/2021 09/30/2021 10/21/2021 61.76 3489234746 Office Supplies Paid by Check #107825 10/02/2021 10/21/2021 10/31/2021 10/21/2021 184.29 3489234748 Office Supplies Paid by Check #107825 10/02/2021 10/21/2021 10/31/2021 10/21/2021 29.13 3489234749 Office Supplies Paid by Check #107825 10/02/2021 10/21/2021 10/31/2021 10/21/2021 977.29 Vendor 49064 - STAPLES BUSINESS ADVANTAGE Totals Invoices 4 $1,252.47 Vendor 48511 - SWRCB 9782 - 2021 Dues - Memberships - Certification Paid by Check #107826 10/05/2021 10/21/2021 10/31/2021 10/21/2021 150.00 Vendor 48511 - SWRCB Totals Invoices 1 $150.00 Vendor 24050 - TAHOE BASIN CONTAINER SERVICE Sep 21 Stmt Biosolid Disposal Costs & Refuse Disposal Paid by Check #107827 10/01/2021 10/21/2021 09/30/2021 10/21/2021 8,462.80 Vendor 24050 - TAHOE BASIN CONTAINER SERVICE Totals Invoices 1 $8,462.80 Vendor 48229 - TAHOE DAILY TRIBUNE 0310677-09302021 Public Relations Expense Paid by Check #107828 09/30/2021 10/21/2021 10/31/2021 10/21/2021 378.00 Vendor 48229 - TAHOE DAILY TRIBUNE Totals Invoices 1 $378.00 Vendor 24325 - TAHOE SAND & GRAVEL Sep 21 Stmt Pipe - Covers & Manholes Paid by Check #107829 09/30/2021 10/21/2021 09/30/2021 10/21/2021 4,300.09 Vendor 24325 - TAHOE SAND & GRAVEL Totals Invoices 1 $4,300.09 Vendor 24450 - TAHOE VALLEY ELECTRIC SUPPLY 5109421 Pipe - Covers & Manholes Paid by Check #107830 09/09/2021 10/21/2021 09/30/2021 10/21/2021 408.68 Vendor 24450 - TAHOE VALLEY ELECTRIC SUPPLY Totals Invoices 1 $408.68 Vendor 48927 - TAHOE VALLEY LODGE 1035 Standby Accommodations Paid by Check #107831 09/30/2021 10/21/2021 09/30/2021 10/21/2021 2,315.00 Vendor 48927 - TAHOE VALLEY LODGE Totals Invoices 1 $2,315.00 Vendor 49343 - THE UNION 0310711-09302021 Ads-Legal Notices Paid by Check #107832 09/30/2021 10/21/2021 10/31/2021 10/21/2021 392.00 Vendor 49343 - THE UNION Totals Invoices 1 $392.00 Run by Gregory Dupree on 10/13/2021 03:18:31 PM Page 11 of 13 Payment of Claims Payment Date Range 10/21/21 - 10/21/21 Report By Vendor - Invoice Summary Listing 123 Invoice Number Invoice Description Status Held Reason Invoice Date Due Date G/L Date Received Date Payment Date Invoice Net Amount Vendor 49289 - DELORES TREBOTICH SEPT2021 Insurance Supplement Payable Paid by Check #107833 10/12/2021 10/21/2021 10/31/2021 10/21/2021 40.99 Vendor 49289 - DELORES TREBOTICH Totals Invoices 1 $40.99 Vendor 44334 - UNDERGROUND SERVICE ALERT 21DIG170100 Service Contracts Paid by Check #107834 08/02/2021 10/21/2021 10/31/2021 10/21/2021 1,699.96 Vendor 44334 - UNDERGROUND SERVICE ALERT Totals Invoices 1 $1,699.96 Vendor 43718 - USA BLUE BOOK 735122 Wells Paid by Check #107835 09/22/2021 10/21/2021 09/30/2021 10/21/2021 1,923.18 742277 Wells Paid by Check #107835 09/29/2021 10/21/2021 09/30/2021 10/21/2021 1,936.84 745211 Pipe - Covers & Manholes Paid by Check #107835 10/01/2021 10/21/2021 10/31/2021 10/21/2021 1,133.91 749879 Fallen Leaf PS13 Upgrade Paid by Check #107835 10/06/2021 10/21/2021 10/31/2021 10/21/2021 712.26 Vendor 43718 - USA BLUE BOOK Totals Invoices 4 $5,706.19 Vendor 25700 - WEDCO INC 717181 Shop Supplies Paid by Check #107836 09/28/2021 10/21/2021 10/31/2021 10/21/2021 23.90 717228 Fallen Leaf PS13 Upgrade Paid by Check #107836 09/28/2021 10/21/2021 10/31/2021 10/21/2021 54.02 718097 Biosolids Equipment - Building Paid by Check #107836 10/01/2021 10/21/2021 10/31/2021 10/21/2021 93.28 718436 Buildings Paid by Check #107836 10/04/2021 10/21/2021 10/31/2021 10/21/2021 349.31 718437 Buildings Paid by Check #107836 10/04/2021 10/21/2021 10/31/2021 10/21/2021 13.22 718672 Buildings Paid by Check #107836 10/05/2021 10/21/2021 10/31/2021 10/21/2021 8.58 719279 Fallen Leaf PS13 Upgrade Paid by Check #107836 10/07/2021 10/21/2021 10/31/2021 10/21/2021 8.17 Vendor 25700 - WEDCO INC Totals Invoices 7 $550.48 Vendor 25850 - WESTERN NEVADA SUPPLY 38937240 Biosolids Equipment - Building Paid by Check #107837 09/08/2021 10/21/2021 09/30/2021 10/21/2021 1,223.36 18966431 Valves Elbows Ts Flanges Inventory Paid by Check #107837 09/13/2021 10/21/2021 09/30/2021 10/21/2021 4,851.81 18966431A Valves Elbows Ts Flanges Inventory Paid by Check #107837 09/13/2021 10/21/2021 09/30/2021 10/21/2021 1,946.97 18966449 Saddles & Fittings Inventory Paid by Check #107837 09/13/2021 10/21/2021 10/31/2021 10/21/2021 2,734.99 18966449A Saddles & Fittings Inventory Paid by Check #107837 09/13/2021 10/21/2021 10/31/2021 10/21/2021 540.49 18915814-1 Saddles & Fittings Inventory Paid by Check #107837 09/28/2021 10/21/2021 09/30/2021 10/21/2021 810.73 18990122 Boxes-Lids-Extensions Inventory Paid by Check #107837 09/29/2021 10/21/2021 09/30/2021 10/21/2021 383.90 18966442-2 Couplings Omni Parts Inventory Paid by Check #107837 10/04/2021 10/21/2021 10/31/2021 10/21/2021 707.58 18998150 Boxes-Lids-Extensions Inventory Paid by Check #107837 10/05/2021 10/21/2021 10/31/2021 10/21/2021 1,462.91 18998161 Saddles & Fittings Inventory Paid by Check #107837 10/05/2021 10/21/2021 10/31/2021 10/21/2021 2,159.19 18998186 Pipe Inventory Paid by Check #107837 10/05/2021 10/21/2021 10/31/2021 10/21/2021 577.68 18998204 Small Brass Parts Inventory Paid by Check #107837 10/05/2021 10/21/2021 10/31/2021 10/21/2021 800.67 39000301 Buildings Paid by Check #107837 10/05/2021 10/21/2021 10/31/2021 10/21/2021 645.12 18998210 Small Brass Parts Inventory Paid by Check #107837 10/06/2021 10/21/2021 10/31/2021 10/21/2021 129.14 38999466 Pipe - Covers & Manholes Paid by Check #107837 10/06/2021 10/21/2021 10/31/2021 10/21/2021 299.72 Run by Gregory Dupree on 10/13/2021 03:18:31 PM Page 12 of 13 Payment of Claims Payment Date Range 10/21/21 - 10/21/21 Report By Vendor - Invoice Summary Listing 124 Invoice Number Invoice Description Status Held Reason Invoice Date Due Date G/L Date Received Date Payment Date Invoice Net Amount 18998214 Small Brass Parts Inventory Paid by Check #107837 10/07/2021 10/21/2021 10/31/2021 10/21/2021 77.48 19002123 Pipe Inventory Paid by Check #107837 10/07/2021 10/21/2021 10/31/2021 10/21/2021 155.51 Vendor 25850 - WESTERN NEVADA SUPPLY Totals Invoices 17 $19,507.25 Vendor 48093 - WOOD RODGERS INC 149917 Contractual Services Paid by Check #107838 08/31/2021 10/21/2021 09/30/2021 10/21/2021 3,292.50 Vendor 48093 - WOOD RODGERS INC Totals Invoices 1 $3,292.50 Vendor 48781 - WORLD OIL REFINING I500-00750174 Service Contracts Paid by Check #107839 09/07/2021 10/21/2021 10/31/2021 10/21/2021 95.00 Vendor 48781 - WORLD OIL REFINING Totals Invoices 1 $95.00 Grand Totals Invoices 211 $901,857.35 Run by Gregory Dupree on 10/13/2021 03:18:31 PM Page 13 of 13 Payment of Claims Payment Date Range 10/21/21 - 10/21/21 Report By Vendor - Invoice Summary Listing Borek Family Trust VOID chk #100235 $(21.40) Teresa Holden VOID chk #101096 $(126.27) Awards of Tahoe VOID chk #102186 $(133.90) ________________________________________________ 10/21 POC Total $901,575.78 125