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HomeMy WebLinkAboutMINUTES - 06182019 -CALENDAR FOR THE BOARD OF SUPERVISORS CONTRA COSTA COUNTY AND FOR SPECIAL DISTRICTS, AGENCIES, AND AUTHORITIES GOVERNED BY THE BOARD BOARD CHAMBERS ROOM 107, ADMINISTRATION BUILDING, 651 PINE STREET MARTINEZ, CALIFORNIA 94553-1229 JOHN GIOIA, CHAIR, 1ST DISTRICT CANDACE ANDERSEN, VICE CHAIR, 2ND DISTRICT DIANE BURGIS, 3RD DISTRICT KAREN MITCHOFF , 4TH DISTRICT FEDERAL D. GLOVER, 5TH DISTRICT DAVID J. TWA, CLERK OF THE BOARD AND COUNTY ADMINISTRATOR, (925) 335-1900 PERSONS WHO WISH TO ADDRESS THE BOARD DURING PUBLIC COMMENT OR WITH RESPECT TO AN ITEM THAT IS ON THE AGENDA, MAY BE LIMITED TO TWO (2) MINUTES. A LUNCH BREAK MAY BE CALLED AT THE DISCRETION OF THE BOARD CHAIR. The Board of Supervisors respects your time, and every attempt is made to accurately estimate when an item may be heard by the Board. All times specified for items on the Board of Supervisors agenda are approximate. Items may be heard later than indicated depending on the business of the day. Your patience is appreciated. ANNOTATED AGENDA & MINUTES June 18, 2019            9:00 A.M. Convene and announce adjournment to closed session in Room 101. Closed Session A. CONFERENCE WITH LABOR NEGOTIATORS (Gov. Code § 54957.6) 1. Agency Negotiators: David Twa and Richard Bolanos. Employee Organizations: Public Employees Union, Local 1; AFSCME Locals 512 and 2700; California Nurses Assn.; SEIU Locals 1021 and 2015; District Attorney Investigators’ Assn.; Deputy Sheriffs Assn.; United Prof. Firefighters I.A.F.F., Local 1230; Physicians’ & Dentists’ Org. of Contra Costa; Western Council of Engineers; United Chief Officers Assn.; Contra Costa County Defenders Assn.; Contra Costa County Deputy District Attorneys’ Assn.; Prof. & Tech. Engineers IFPTE, Local 21; and Teamsters Local 856. 2. Agency Negotiators: David Twa. Unrepresented Employees: All unrepresented employees. B. CONFERENCE WITH LEGAL COUNSEL--EXISTING LITIGATION (Gov. Code § 54956.9(d)(1)) Jearhamel Fanaro v. Contra Costa County, et. al., United States District Court, Northern District of California, Case No. 19-cv-03247, C. CONFERENCE WITH LEGAL COUNSEL--ANTICIPATED LITIGATION Significant exposure to litigation pursuant to Gov. Code, § 54956.9(d)(2): one potential case. 9:30 A.M. Call to order and opening ceremonies. Inspirational Thought- "If you want to test your memory, try remembering what you were worrying about one year ago today." ~ Joseph Cossman, author Present: John Gioia, District I Supervisor; Candace Andersen, District II Supervisor; Diane Burgis, District III Supervisor; Karen Mitchoff, District IV Supervisor; Federal D. Glover, District V Supervisor Staff Present:David Twa, County Administrator County Counsel, Sharon Anderson CONSIDER CONSENT ITEMS (Items listed as C.1 through C.120 on the following agenda) – Items are subject to CONSIDER CONSENT ITEMS (Items listed as C.1 through C.120 on the following agenda) – Items are subject to removal from Consent Calendar by request of any Supervisor or on request for discussion by a member of the public. Items removed from the Consent Calendar will be considered with the Discussion Items.   PRESENTATIONS (5 Minutes Each)   PRESENTATION recognizing June 2019 as Elder and Dependent Awareness Month. (Kathy Gallagher, Employment and Human Services Director)     AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover DISCUSSION ITEMS   D. 1 CONSIDER Consent Items previously removed.    C.18 will be heard as a presentation item; C.40 was relisted to a future date; C.56 was removed to allow for public comment and subsequently adopted as presented; C.103 was relisted to a future date; C.104 was referred to the Finance Committe with additional direction to staff.   D. 2 PUBLIC COMMENT (2 Minutes/Speaker)    Marianna Moore, Ensuring Opportunity, spoke on the need for a partnership between the county staff, the Employment and Human Services Department (EHSD) and community organizations including the Food Bank and Multi-Faith Action Coalition to address hunger in Contra Costa County. Ms. Moore expressed concern that EHSD has not been able to put in place enough staffing to handle the anticipated influx of benefit applications arising from the recent change in state law that makes many more elderly and disabled person eligible for food assistance benefits. Supervisor Mitchoff requested that a report of how many applications have been processed, how many are pending, and the plan to manage the issue be on the calendar of the Board's next meeting, July 9, 2019.   D. 3 CONSIDER accepting report on recent Northern Waterfront Economic Development Initiative activities, and ADOPT Resolution No. 2019/459 approving and authorizing the Director of Conservation and Development, or designee, to execute a memorandum of understanding with the Cities of Antioch, Brentwood, Concord, Hercules, Martinez, Oakley, and Pittsburg to collaboratively evaluate economic development projects, and to submit trademark applications to the United States Patent and Trademark Office for Northern Waterfront Economic Development Initiative marketing taglines. (Amalia Cunningham, Department of Conservation and Development)       Speakers: Councilman Kevin Romick, City of Oakley; Lindy Lavendar, East Bay Leadership Council.   D. 4 CONSIDER accepting report on Envision Contra Costa 2040 outreach. (John Kopchik and Will Nelson, Department of Conservation and Development)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover D. 5 HEARING to consider all objections or protests to the Tentative Report on proposed assessment for fiscal year 2019-20 in County Service Area EM-1; ADOPT the assessment set forth in the Tentative Report; and ADOPT Resolution No. 2019/182 to confirm the Tentative Report and the assessment set forth therein. (Anna Roth, Health Services Director)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover D. 6 HEARING to consider adoption of Resolution No. 2019/457 approving the County Flood Control and Water Conservation District Stormwater Utility Assessments for areas 1-18 for fiscal year 2019–2020, as recommended by the Chief Engineer, Flood Control and Water Conservation District, Countywide. (100% Stormwater Utility Area Assessments) (Michelle Cordis, Public Works Department)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover D. 7 HEARING pursuant to Government Code Section § 4217 on the ten Power Purchase Agreements with Solar Star Co Co 1, LLC and CONSIDER approving and authorizing the Public Works Director, or designee, to execute ten Power Purchase Agreements in an amount not to exceed $21,350,614. (Frank Di Massa, Public Works Department)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover D. 8 Acting as the Governing Board of the Cayon Lakes Geological Hazard Abatement District (GHAD), CONSIDER adopting Canyon Lakes GHAD Resolution No. 2019/01 adopting the GHAD budget for fiscal year 2019/2020 and updating GHAD Manager payment limit under Consulting Services Agreement. (Patricia Curtin, GHAD Attorney)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover D. 9 Acting as the Governing Board of the California Tradewinds Geological Hazard Abatement District (GHAD), CONSIDER adopting California Tradewinds GHAD Resolution No. 2019/02 adopting the GHAD budget for fiscal year 2019/2020 and updating GHAD Manager payment limit under consulting services agreement. (Patricia Curtin, GHAD Attorney)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover D.10 Acting as the Governing Board of the Blackhawk Geological Hazard Abatement District (GHAD), CONSIDER adopting Blackhawk GHAD Resolution No. 2019/01 adopting the GHAD budget for fiscal year 2019/2020 and approving the GHAD Manager payment limit of $260,000 under the existing consulting services agreement. (Patricia Curtin, GHAD Attorney)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover D.11 Acting as the Governing Board of the Hillcrest Heights Geological Hazard Abatement District (GHAD), CONSIDER adopting Hillcrest Heights GHAD Resolution No. 2019/01 adopting the GHAD budget for fiscal year 2019/2020 and updating GHAD Manager payment limit under consulting services agreement. (Patricia Curtin, GHAD Attorney)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover D.12 Acting as the Governing Board of the Wiedemann Ranch Geological Hazard Abatement District (GHAD), CONSIDER adopting Wiedemann Ranch GHAD Resolution No. 2019/01 adopting the GHAD budget for fiscal year 2019/2020 and updating GHAD Manager payment limit under consulting services agreement. (Patricia Curtin, GHAD Attorney)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover D.13 Acting as the Governing Board of the Wendt Ranch Geological Hazard Abatement District (GHAD),   D.13 Acting as the Governing Board of the Wendt Ranch Geological Hazard Abatement District (GHAD), CONSIDER adopting Wendt Ranch GHAD Resolution No. 2019/01 adopting the GHAD budget for fiscal year 2019/2020 and updating GHAD Manager payment limit under Consulting Services Agreement. (Patricia Curtin, GHAD Attorney)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover D.14 CONSIDER approving and authorizing the Director of Conservation and Development to establish an Accessory Dwelling Unit Incentive Program and to waive, through July 1, 2021, late filing fees and building permit penalty fees for applications to permit previously constructed unpermitted accessory dwelling units, as recommended by Supervisor Gioia. (Supervisor Gioia)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover D.15 CONSIDER adopting Resolution No. 2019/195 approving the Memoranda of Understanding between Contra Costa County and Deputy Sheriffs Association Management Unit and Rank and File Unit, implementing negotiated wage agreements and other economic terms and conditions of employment beginning July 1, 2019 through June 30, 2023. (David Twa, County Administrator)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover D.16 CONSIDER adopting Resolution No. 2019/463 to provide for salary increases for the Sheriff-Coroner and Sheriff-Coroner unrepresented sworn positions to parallel those in the new Deputy Sheriffs' Association Memorandum of Understanding (Management Unit) for the period July 1, 2019 and beyond. (David Twa, County Administrator)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover D. 17 CONSIDER reports of Board members.    There were no items reported today.   Closed Session    There were no reports from Closed Session.   ADJOURN    Adjourned today's meeting at 12:35 p.m.   CONSENT ITEMS   Road and Transportation   C. 1 APPROVE and AUTHORIZE the Public Works Director, or designee, to execute a contract with Kimley-Horn and Associates, Inc., in an amount not to exceed $250,000 to provide on-call civil engineering services for the period June 18, 2019 through May 7, 2022, Countywide. (100% Developer Fees and Local Road, Flood Control, and Airport Enterprise Funds)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 2 APPROVE and AUTHORIZE the Public Works Director, or designee, to execute a contract with Biggs    C. 2 APPROVE and AUTHORIZE the Public Works Director, or designee, to execute a contract with Biggs Cardosa Associates, Inc., in an amount not to exceed $250,000 to provide on-call structural engineering services for the period June 18, 2019 through May 7, 2022, Countywide. (100% Developer Fees and Local Road, Flood Control, and Airport Enterprise Funds)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 3 APPROVE and AUTHORIZE the Public Works Director, or designee, to execute a contract with Wood Rodgers, Inc., in an amount not to exceed $250,000 to provide on-call structural engineering services for the period June 18, 2019 through May 7, 2022, Countywide. (100% Developer Fees and Local Road, Flood Control, and Airport Enterprise Funds)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 4 ADOPT Traffic Resolution No. 2019/4484 prohibiting stopping, parking, or standing of vehicles at all times on portions of Willow Pass Road (Road No. 4885); and RESCIND Traffic Resolution No. 4345, as recommended by the Public Works Director, Concord area. (No fiscal impact)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 5 APPROVE and AUTHORIZE the Public Works Director, or designee, to execute a contract with BSK Associates, in an amount not to exceed $250,000 to provide on-call geotechnical engineering services for the period June 18, 2019 through June 18, 2022, Countywide. (100% Developer Fees and Local Road, Flood Control, and Airport Enterprise Funds)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 6 APPROVE and AUTHORIZE the Public Works Director, or designee, to execute a contract with Cal Engineering & Geology, Inc., in an amount not to exceed $250,000 to provide on-call geotechnical engineering services for the period June 18, 2019 through June 18, 2022, Countywide. (100% Developer Fees and Local Road, Flood Control, and Airport Enterprise Funds)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 7 APPROVE and AUTHORIZE the Public Works Director, or designee, to execute a contract with Crawford & Associates Inc., in an amount not to exceed $250,000 to provide on-call geotechnical engineering services for the period June 18, 2019 through June 18, 2022, Countywide. (100% Developer Fees and Local Road, Flood Control, and Airport Enterprise Funds)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 8 APPROVE and AUTHORIZE the Public Works Director, or designee, to execute a contract with Hultgren-Tillis Engineers, in an amount not to exceed $250,000 to provide on-call geotechnical engineering services for the period June 18, 2019 through June 18, 2022, Countywide. (100% Developer Fees and Local Road, Flood Control, and Airport Enterprise Funds)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover Engineering Services   C. 9 ADOPT Resolution No. 2019/199 approving and authorizing the Public Works Director, or designee, to fully    C. 9 ADOPT Resolution No. 2019/199 approving and authorizing the Public Works Director, or designee, to fully close a portion of Bernhard Avenue between Cypress Avenue and Kensington Avenue, on July 6, 2019 from 5:00 AM through 11:59 PM, for the purpose of a community fundraiser, Richmond area. (No fiscal impact)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 10 ADOPT Resolution No. 2019/200 approving and authorizing the Public Works Director, or designee, to fully close all of Rolph Avenue, on July 21, 2019 from 6:00 AM through 8:00 PM, for the purpose of the 11th Annual Sugartown Festival, Crockett area. (No fiscal impact)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover Special Districts & County Airports   C. 11 ADOPT Resolution No. 2019/455 approving and authorizing the Chief Engineer, Flood Control and Water Conservation District, or designee, to impose the annual Drainage Area Benefit Assessments for Fiscal Year 2019/20 for Drainage Areas 67a, 75a, 76a, 520, 910, 1010, and 1010a, Walnut Creek, San Ramon, Alamo, Oakley, and Danville areas. (100% Drainage Area Benefit Assessment Funds)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 12 APPROVE and AUTHORIZE the Director of Airports, or designee, to execute a Software and Services Agreement with ECS Imaging, Inc., in the amount not to exceed $60,635 for the implementation, license and support of Laserfiche, an electronic records content management system, for the period of June 11, 2019, through June 4, 2024. (100% General Fund - Venture Capital Funds)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 13 As governing board of the Contra Costa County Flood Control and Water Conservation District, APPROVE and AUTHORIZE the Chair, Board of Supervisors, to execute, on behalf of the Contra Costa Clean Water Program, a contract with the Bay Area Stormwater Management Agencies Association in an amount not to exceed $228,194, effective July 1, 2018, to October 1, 2020, for regional projects, project management services and related costs associated with permit compliance under the National Pollutant Discharge Elimination System program, as recommended by the Chief Engineer, Contra Costa County Flood Control and Water Conservation District, Countywide. (100% Contra Costa Clean Water Program fund)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover Claims, Collections & Litigation   C. 14 DENY claim filed by Melvin L. Toponce. DENY late claim filed by Keenan Wilkins.       AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 15 RECEIVE public report of litigation settlement agreements that became final during the period of April 1, 2019, through May 31, 2019, as recommended by County Counsel.        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover Statutory Actions Statutory Actions   C. 16 ACCEPT Board members meeting reports for May 2019.       AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover Honors & Proclamations   C. 17 ADOPT Resolution No. 2019/91 recognizing Lieutenant Manuel Morales, for 26 years of services with Contra Costa County Animal Services Department, as recommended by the Animal Services Director.        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 18 ADOPT Resolution No. 2019/190 recognizing the 20th Anniversary of the City of Oakley, as recommended by Supervisor Burgis.        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 19 ADOPT Resolution No. 2019/456 to honor the opening of the Oakley Senior Center, as recommended by Supervisor Burgis.        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover Ordinances   C. 20 ADOPT Ordinance No. 2019-17 to exempt accessory dwelling units approved under a ministerial permit from payment of certain transportation impact mitigation fees and take related actions under the California Environmental Quality Act, as recommended by the Public Works Director, Countywide. (100% Local Road Funds)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover Appointments & Resignations   C. 21 REAPPOINT Alan Smith to the Contra Costa County Library Commission District IV seat, as recommended by Supervisor Mitchoff        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 22 REAPPOINT Elizabeth M. Wood to the District IV seat on the Art & Culture Commission of Contra Costa County, as recommended by Supervisor Mitchoff.        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 23 REAPPOINT Debrah Galey to the District IV Seat of the Contra Costa County Fire District Advisory Commission, as recommended by Supervisor Mitchoff.        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 24 APPOINT Beverly Kumar to the District II Seat of the Arts & Culture Commission of Contra Costa County for a four year term beginning July 1, 2019 and expiring June 30, 2023, as recommended by Supervisor Andersen.        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 25 ACCEPT resignation of Cherise Khaund from the Family and Children's Trust Committee, as recommended by Supervisor Mitchoff.        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 26 REAPPOINT Cynthia Chavez to the District III seat on the Alcohol and Other Drugs Advisory Board, as recommended by Supervisor Burgis.        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 27 REAPPOINT Patricia Piquero to the District III Public Sector seat on the Economic Opportunity Council, as recommended by Supervisor Burgis.        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 28 APPOINT Warren Ritter to the County 3 seat on the Affordable Housing Finance Committee, as recommended by the Internal Operations Committee.        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 29 REAPPOINT Brenda Brown to the Child Care Provider #2-Central/South County seat and Crystal McClendon-Gourdine to the Community #1-West County seat, and APPOINT Kaitlin Young to the Discretionary #2-Central/South County seat on the Local Planning and Advisory Council for Early Care and Education, as recommended by the Family and Human Services Committee.        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 30 REAPPOINT Antwon Cloird to the District I seat of the Alcohol and Other Drugs Advisory Board, as recommended by Supervisor Gioia.        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 31 REAPPOINT Jeffrey Wright to the District I seat of the County Planning Commission, as recommended by Supervisor Gioia.        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 32 ACCEPT the resignation of Justin Guay from the East Richmond Heights Municipal Advisory Council, DECLARE a vancancy in Seat 1, and DIRECT the Clerk of the Board to post the vacancy, as recommended by Supervisor Gioia.        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 33 APPOINT members to the Juvenile Justice Coordinating Council, as recommended by the Public Protection Committee. (No fiscal impact)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 34 REAPPOINT Ajit Kaushal to the District IV Seat Public Sector Seat on the Economic Opportunity Council, as recommended by Supervisor Mitchoff.        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 35 APPOINT Terri Tobey to the At Large #10 seat on the Advisory Council on Aging, as recommended by the Family and Human Services Committee.        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 36 APPOINT Graham Wiseman to the District II Member At Large Seat of the Mental Health Commission for a three year term starting July 1, 2019 through June 30, 2022, as recommended by Supervisor Andersen.        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover Appropriation Adjustments   C. 37 Blackhawk Service Area P-2 Zone A (7653)/Fleet Services (0064): APPROVE Appropriations and Revenue Adjustment No. 005091 authorizing the transfer of appropriations in the amount of $42,237 from the Blackhawk Service Area P-2 Zone A to Fleet Services for the purchase of one police patrol vehicle for use in the Blackhawk area.        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 38 Veterans Service Office (0579)/Fleet Services (0064): APPROVE Appropriation and Revenue Adjustment No. 005090 in the amount of $25,000 for one-time Proposition 63, Mental Health Services Act funding, and AUTHORIZE the transfer of $16,000 from Veterans Service Office temporary salaries to Fleet Internal Service Fund, as recommended by the Veterans Service Director.        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover Intergovernmental Relations   C. 39 ADOPT advocacy positions on the following state bills: OPPOSE AB 1568 (McCarty), SUPPORT SB 137 (Dodd), SUPPORT SB 228 (Jackson), and OPPOSE SB 336 (Dodd), as recommended by the Transportation, Water, and Infrastructure Committee.        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover Personnel Actions   C. 40 ADOPT Position Adjustment Resolution No. 22078 to establish the classification of Public Health Chief of Nursing and Clinical Services (represented); allocate it on the salary schedule; and, add one position in the Health Services Department. (100% Whole Person Care Act Program grant funds)       RELISTED to a future date uncertain.   C. 41 ADOPT Resolution No. 2019/46 approving the Side Letter between the County of Contra Costa and IFPTE, Local 21 regarding redefining "Transfer", as recommended by the County Administrator.        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 42 ADOPT Resolution No. 2019/464 acknowledging a unit modification with the Deputy Sheriffs Association (DSA), Management Unit, to incorporate the classification of Sheriff’s Crime Analyst (64VA) into the existing bargaining unit, as recommended by the County Administrator.        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover Leases   C. 43 APPROVE and AUTHORIZE the County Librarian, or designee, to execute a Library Maintenance and Service Agreement between Contra Costa County and the City of Pinole, for the operation of the Pinole Library located at 2935 Pinole Valley Road, Pinole for Fiscal Year 2019-2020. (No fiscal impact)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover Grants & Contracts   APPROVE and AUTHORIZE execution of agreements between the County and the following agencies for receipt of fund and/or services:   C. 44 ADOPT Resolution No. 2019/196 approving and authorizing the Employment and Human Services Director, or designee, to execute a contract with California Department of Aging to pay County an amount not to exceed $4,746,809 for Older American Act Title III and Title VII services for the period July 1, 2019 through June 30, 2020. (91% Federal, 9% State, $198,930 County match)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 45 APPROVE and AUTHORIZE the Health Services Director, or designee, to execute a contract with Antioch Unified School District to pay County an amount not to exceed $490,000 to provide mental health services to students referred to the District’s Helping Open Pathways to Education program for the period July 1, 2019 through June 30, 2020. (No County match)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 46 APPROVE and AUTHORIZE the Public Works Director, or designee, to execute a contract with Lawrence Livermore National Laboratory, effective June 18, 2019, where the County will receive a Department of Energy funded grant in the amount of $100,000 to contribute data and expertise for the period June 18, 2019 through June 18, 2022, Countywide. (100% Federal - Department of Energy)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 47 APPROVE and AUTHORIZE the Employment and Human Services Director, or designee, to execute a contract with the California Department of Education to pay the County an amount not to exceed $27,500 to support pre-kindergarten and family literacy program support services for the period July 1, 2019 through June 30, 2020. (No County match)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane   AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 48 APPROVE and AUTHORIZE the Employment and Human Services Director, or designee, to execute a contract with the California Department of Education to pay the County an amount not to exceed $7,399,833 to provide CalWORKS Stage 2 participants childcare and development programs for the period July 1, 2019 through June 30, 2020. (No County match)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 49 APPROVE and AUTHORIZE the Employment and Human Services Director, or designee, to execute a contract with the California Department of Education to pay County an amount not to exceed $3,033,363 for alternative payment childcare programs for the period July 1, 2018 through June 30, 2020. (No County match)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 50 ADOPT Resolution No. 2019/460 approving and authorizing the Sheriff-Coroner or designee, to apply for and accept reimbursement funding for critical skills training from the California State Parks Division of Boating and Waterways with an initial amount of $20,000 for the period beginning July 1, 2019 through the end of reimbursement funding availability. (100% State)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 51 APPROVE and AUTHORIZE the Health Services Director, or designee, to accept a grant award from the U.S. Department of Health and Human Services, Health Resources and Services Administration, to pay the County an amount not to exceed $217,954, for the Ryan White, Part C, HIV Early Intervention Services to reduce the transmission of HIV, improve access to health care, and to enhance quality of life for those with HIV in West Contra Costa County for the period May 1, 2019 through April 30, 2020. (No County match)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 52 APPROVE and AUTHORIZE the Health Services Director, or designee, to execute a contract with Martinez Unified School District to pay County an amount not to exceed $92,164 to provide mental health intervention services for certain special education students for the period July 1, 2019 through June 30, 2020. (No County match)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 53 APPROVE and AUTHORIZE the Employment and Human Services Director, or designee, to accept grant funding in an amount not to exceed $97,738 from Seneca Family of Agencies as the lead applicant for U.S. Department of Health and Human Services Administration for Children and Families Community Collaborations to Strengthen Families grant for the period October 1, 2019 through September 30, 2024. (100% Federal, No County match)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 54 APPROVE and AUTHORIZE the Employment and Human Services Director, or designee, to execute a contract with the California Department of Education, to pay the County an amount not to exceed $3,734,214 for general childcare and preschool development program services for the period July 1, 2019 through June 30, 2020. (No County match)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 55 APPROVE and AUTHORIZE the Employment and Human Services Director, or designee, to accept grant    C. 55 APPROVE and AUTHORIZE the Employment and Human Services Director, or designee, to accept grant funding in the amount of $50,000 from Dean and Margaret Lesher Foundation to support costs associated with the renovation and relocation of the Community Services Bureau Central Kitchen.        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover APPROVE and AUTHORIZE execution of agreement between the County and the following parties as noted for the purchase of equipment and/or services:   C. 56 APPROVE and AUTHORIZE the Animal Services Director, or designee, to execute a contract with Unconditional Dog in an amount not to exceed $200,000 to provide animal enrichment services at the Animal Services Department's shelters for the period July 1, 2019 to June 30, 2020. (100% Animal Benefit Fund)       Speakers: Dia Goode, Laura Mees., Wendy Wolf.     AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 57 APPROVE and AUTHORIZE the Conservation and Development Director, or designee, to execute a contract amendment with Dudek, a corporation, to extend the term from June 30, 2019 through December 31, 2020 and increase the payment limit by $48,785 to a new payment limit of $272,586, to provide continued service to complete the environmental impact report for the Byron Airport General Plan Amendment and Airport Land Use Compatibility Plan update. (100% Mariposa Energy Project Community Benefits Fund)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 58 APPROVE and AUTHORIZE the Chief Engineer, Flood Control and Water Conservation District, or designee, to execute, on behalf of the Contra Costa Clean Water Program, a contract amendment with Anthony Dubin, d/b/a Dubin Environmental Consulting, to extend the term from June 30, 2019 to June 30, 2020 and to update the work rates for the Contractor and its Subcontractors, with no change to the original payment limit, Countywide. (100% Cities and County Stormwater Utility Fee Assessments)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 59 APPROVE and AUTHORIZE the Health Services Director, or designee, to execute a contract with BlueTree Network, Inc., in an amount not to exceed $1,100,000 to provide consulting, technical support and training to the Health Services Information Systems Unit for the period July 1, 2019 through December 31, 2020. (100% Hospital Enterprise Fund I)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 60 APPROVE and AUTHORIZE the Public Works Director, or designee, to execute a contract amendment with Park Engineering, Inc., effective August 31, 2019, to extend the term from August 31, 2019 to August 31, 2020, with no change to the original payment limit of $250,000 for continued on-call municipal services, Countywide. (100% Various Public Works Funds)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 61 APPROVE and AUTHORIZE the Health Services Director, or designee, to execute a contract with La Clinica De La Raza, Inc., in an amount not to exceed $3,000,000 to provide primary care and optometry services to Contra Costa Health Plan members for the period July 1, 2019 through June 30, 2020. (100% Contra Costa Health Plan Enterprise Fund II)          AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 62 APPROVE and AUTHORIZE the Public Works Director, or designee, to execute a contract amendment with Harris & Associates, Inc., effective August 31, 2019, to extend the term date from August 31, 2019, to December 31, 2019, with no change to the original payment limit of $250,000, for continued on-call municipal services, Countywide. (100% Various Public Works Funds)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 63 APPROVE and AUTHORIZE the Health Services Director, or designee, to execute a contract amendment with Remarkable Marriage and Family Institute, effective February 1, 2019, to increase the payment limit by $168,000 to a new payment limit of $441,000 to provide additional specialty mental health services with no change to the original term February 1, 2018 through June 30, 2019. (50% Federal Medi-Cal; 50% Mental Health Realignment)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 64 APPROVE and AUTHORIZE the Health Services Director, or designee, to execute a contract amendment with Vickie Lee Scharr to increase the payment limit by $150,000 to a new payment limit of $300,000, to provide additional technical support and planning services with regard to transitioning the West Contra Costa Health Care District to Contra Costa County, with no change in the original term January 1, 2019 through December 31, 2020. (100% Hospital Enterprise Fund I)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 65 APPROVE and AUTHORIZE the Health Services Director, or designee, to execute a contract with the Center for Human Development, in an amount not to exceed $679,935 to provide social need resource linkage, prison and jail reentry support services, and health education and outreach services to County patients and residents for the period July 1, 2019 through June 30, 2020. (30% Medi-Cal Administration Activities, 70% Health Services Ambulatory Care)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 66 APPROVE and AUTHORIZE the Health Services Director, or designee, to execute a contract with AYA Healthcare, Inc., in an amount not to exceed $1,500,000 to provide temporary nursing staff for Contra Costa Regional Medical Center and Health Centers for the period July 1, 2019 through June 30, 2020. (100% Hospital Enterprise Fund I)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 67 APPROVE and AUTHORIZE the County Administrator, or designee, to execute contracts with reentry service providers in an aggregate amount not to exceed $15,311,335.00 to provide employment, housing, mentoring, family reunification and legal services for the AB 109 Public Safety Realignment Program, for the period commencing July 1, 2019, as recommended by the Public Protection Committee. (100% State Public Safety Realignment )        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 68 APPROVE and AUTHORIZE the Health Services Director, or designee, to execute a novation contract with West Contra Costa County Meals on Wheels in an amount not to exceed $84,542 to provide home-delivered meals for County’s Senior Nutrition Program for the period July 1, 2019 through June 30, 2020, including a three-month automatic extension through September 30, 2020, in an amount not to exceed $21,136. (100% Title III-C 2 of the Older Americans Act)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 69 APPROVE and AUTHORIZE the Health Services Director, or designee, to execute a contract with George James Counelis, M.D., Inc. (dba Bay Area Neuroscieneces), in an amount not to exceed $300,000 to provide neurosurgery services for Contra Costa Health Plan members for the period June 1, 2019 through May 31, 2021. (100% Contra Costa Health Plan Enterprise Fund II)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 70 APPROVE and AUTHORIZE the Health Services Director, or designee, to execute a contract with Express Medicine Urgent Care, Inc., in an amount not to exceed $600,000 to provide primary care services to Contra Costa Health Plan (CCHP) members and County recipients for the period June 1, 2019 through May 31, 2021. (100% CCHP Enterprise Fund II)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 71 APPROVE and AUTHORIZE the Health Services Director, or designee, to execute a contract with East Bay Retina Consultants, A Medical Group, Inc., in an amount not to exceed $750,000 to provide ophthalmology and retina surgery services to Contra Costa Health Plan (CCHP) members for the period June 1, 2019 through May 31, 2021. (100% CCHP Enterprise Fund II)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 72 APPROVE and AUTHORIZE Health Services Director, or designee, to execute a contract with Cross Country Staffing, Inc. in the amount not to exceed $2,700,000 to provide temporary medical staffing services at Contra Costa Regional Medical Center and Health Centers for the period July 1, 2019 through June 30, 2020. (100% Hospital Enterprise Fund I)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 73 APPROVE and AUTHORIZE the Health Services Director, or designee, to execute a contract with Diablo Pulmonary Medical Group, Inc., in an amount not to exceed $200,000 to provide pulmonary services for Contra Costa Health Plan (CCHP) members for the period June 1, 2019 through May 31, 2021. (100% CCHP Enterprise Fund II)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 74 APPROVE and AUTHORIZE the Health Services Director, or designee, to execute a contract with Steris Corporation, in an amount not to exceed $262,212 to provide repair and maintenance services of infection prevention equipment at Contra Costa Regional Medical Center and Health Centers for the period June 1, 2019 through May 31, 2021. (100% Hospital Enterprise Fund I)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 75 APPROVE and AUTHORIZE the Health Services Director, or designee, to execute a contract with Agiliti Health, Inc., in an amount not to exceed $321,588 to provide preventive maintenance and repair services on biomedical equipment and systems at Contra Costa Regional Medical Center and Health Centers for the period June 1, 2019 through May 31, 2020. (100% Hospital Enterprise Fund I)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 76 APPROVE and AUTHORIZE the Purchasing Agent, or designee, to execute on behalf of the Public Works    C. 76 APPROVE and AUTHORIZE the Purchasing Agent, or designee, to execute on behalf of the Public Works Director, a purchase order with Supplyworks in an amount not to exceed $2,000,000 for custodial and hardware supplies for the period July 1, 2019 through June 30, 2021, Countywide. (100% General Fund)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 77 APPROVE and AUTHORIZE the Health Services Director, or designee, to execute a novation contract with Public Health Foundation Enterprises, Inc., in an amount not to exceed $210,404 to provide coordination and support services to the County’s Senior Nutrition Program for the period July 1, 2019 through June 30, 2020, including a three-month automatic extension through September 30, 2020 in an amount not to exceed $52,601. (15% Federal Title III-C (1) of the Older Americans Act of 1965, 85% Federal Title III-C (2) of the Older Americans Act of 1965)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 78 APPROVE and AUTHORIZE the Health Services Director, or designee, to execute a contract amendment with Atos Healthcare Provider Consulting Solutions, Inc., to increase the payment limit by $160,000 for a new payment limit of $888,000 to provide additional consultation and technical support to the Department’s Information Systems Electronic Health Records program with no change in the term July 1, 2018 through June 30, 2019. (100% Hospital Enterprise Fund I)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 79 APPROVE and AUTHORIZE the Health Services Director, or designee, to execute a contract with Pittsburg Antioch Medical Group, APC (dba Springhill Medical Group), in an amount not to exceed $4,000,000 to provide primary care, cardiology, neurology, pulmonary and endocrinology services for Contra Costa Health Plan (CCHP) members for the period July 1, 2019 through June 30, 2021. (100% CCHP Enterprise Fund II)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 80 APPROVE and AUTHORIZE the Health Services Director, or designee, to execute a contract with Bruce R. Carlton, M.D., Inc., in an amount not to exceed $350,000 to provide dermatology services to Contra Costa Health Plan members for the period July 1, 2019 through June 30, 2021. (100% Contra Costa Health Plan Enterprise Fund II)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 81 APPROVE and AUTHORIZE the Health Services Director, or designee, to execute a contract with Joel C. Ross, M.D., Inc. in an amount not to exceed $200,000 to provide otolaryngology services for Contra Costa Health Plan (CCHP) members for the period July 1, 2019 through June 30, 2021. (100% CCHP Enterprise Fund II)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 82 APPROVE and AUTHORIZE the Public Works Director, or designee, to execute a contract with Otis Elevator Company, in an amount not to exceed $550,000 for elevator maintenance and repair services, for the period June 18, 2019 through June 17, 2022. Countywide (100% General Fund)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 83 APPROVE and AUTHORIZE the Health Services Director, or designee, to execute a contract with SHC Services, Inc. (dba Supplemental Health Care) in an amount not to exceed $1,500,000 to provide temporary medical staffing services at Contra Costa Regional Medical Center and detention facility for the period April 1, 2019 through June 30, 2020. (100% Hospital Enterprise Fund I)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 84 APPROVE and AUTHORIZE the Health Services Director, or designee, to execute a contract with All Health Services, Corporation in an amount not to exceed $1,200,000 to provide temporary medical staffing services at the Contra Costa Regional Medical Center, Health Centers, and Detention Facilities for the period May 1, 2019 through June 30, 2020. (100% Hospital Enterprise Fund I)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 85 APPROVE and AUTHORIZE the Health Services Director, or designee, to execute a contract amendment with BHC Fremont Hospital, Inc., to increase the payment limit by $250,000 to a new payment limit of $1,528,723, to provide additional inpatient psychiatric hospital services for children and adolescents with no change in the original term July 1, 2018 through June 30, 2019. (100% Mental Health Realignment)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 86 APPROVE and AUTHORIZE the Health Services Director, or designee, to execute a contract amendment with Cross Country Staffing, Inc., to increase the payment limit by $450,000 for a payment limit of $2,650,000 for additional medical staffing services at Contra Costa Regional Medical Center and Health Centers, with no change in the original term of July 1, 2018 through June 30, 2019. (100% Hospital Enterprise Fund I)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 87 APPROVE and AUTHORIZE the Health Services Director, or designee, to execute a contract amendment with John Muir Behavioral Health, to increase the payment limit by $250,000 for a new payment limit of $3,270,781, to provide additional inpatient psychiatric hospital services for children, adolescents and adults, with no change in the term July 1, 2018 through June 30, 2019. (100% Mental Health Realignment)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 88 APPROVE and AUTHORIZE the Health Services Director, or designee, to execute a contract amendment with Thomas B. Hargrave, M.D., III, to increase the payment limit by $109,000 for a new payment limit of $444,000, to provide additional hours of gastroenterology services at Contra Costa Regional Medical Center with no change in the term September 1, 2018 through August 31, 2019. (100% Hospital Enterprise Fund I)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 89 APPROVE and AUTHORIZE the Health Services Director, or designee, to execute a contract amendment with Addiction Research and Treatment, Inc., to increase the payment limit by $1,890 for a new payment limit of $7,608,618, to provide additional methadone treatment services through its Methadone Maintenance Clinics Program in East and West County with no change in the term July 1, 2018 through June 30, 2019. (50% Federal Drug Medi-Cal, 50% State Drug Medi-Cal)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 90 APPROVE and AUTHORIZE the Health Services Director, or designee, to execute a contract amendment with R.E.A.C.H. Project, to increase the payment limit by $39,428 for a new payment limit of $1,327,313, to provide additional drug abuse prevention and treatment services to youth and adults in East County with no change in the term July 1, 2018 through June 30, 2019. (37% Substance Abuse Prevention and Treatment Block Grant, 58% Drug Medi-Cal Realignment, 4% Probation Department, 1% CalWORKS)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane   AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 91 APPROVE and AUTHORIZE the Health Services Director, or designee, to execute a contract with MGA Healthcare, Inc., in an amount not to exceed $800,000 to provide temporary medical staff at Contra Costa Regional Medical Center and Health Centers for the period June 1, 2019 through November 30, 2020. (100% Hospital Enterprise Fund I)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 92 ACKNOWLEDGE receipt of notice from Armen Serebrakian, M.D. (dba Bay Area Hearing Services), requesting to terminate the County contract for audiology services for Contra Costa Health Plan members and County recipients, effective end of business May 30, 2019. (100% Contra Costa Enterprise Fund II)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 93 APPROVE and AUTHORIZE the Sheriff-Coroner, or designee, to execute a contract amendment with Sean Alexander Marine Services for marine salvage services extending the termination date of the contract from May 31, 2019 to November 30, 2019 with no change in the payment limit. (54% General Fund, 46% State)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 94 APPROVE and AUTHORIZE the Purchasing Agent to execute, on behalf of the Probation Department, a purchase order with Sam Clar Office Furniture, Inc./ All Steel Inc., in an amount not to exceed $210,000 to purchase furnishings for the relocation of the Probation Field Office in Richmond. (100% General Fund)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 95 APPROVE and AUTHORIZE the County Administrator, or designee, to execute contracts with the Congress of Neutrals for $120,000 and with the Center for Human Development for $60,000 in a total amount not to exceed $180,000 for the County Dispute Resolution Program for the period July 1, 2019 through June 30, 2020. (100% Dispute Resolution Funds)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 96 APPROVE and AUTHORIZE the Purchasing Agent, on behalf of the Veterans Service Office, to purchase 40 Safeway gift cards each with a $50 value, totaling $2,000, 40 Chevron gift cards each with a $50 value, totaling $2,000, and 20 Clipper cards gift cards each with a $50 value, totaling $1,000, to distribute to in need Veterans with a maximum of up to $150 per Veteran in one calendar year, as recommended by the Veterans Service Officer. (100% State)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 97 Acting as the Board of Directors of the West Contra Costa Healthcare District, APPROVE and AUTHORIZE the Health Services Director, or designee, to execute a contract with RYSE, Inc., in an amount not to exceed $1,200,000, to provide primary care and behavioral health services and facilities for youth ages 11-24 in communities served by the District, during the period from July 1, 2019 through June 30, 2022. (100% West Contra Costa Healthcare District)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 98 APPROVE and AUTHORIZE the County Administrator, or designee, to execute a contract amendment with    C. 98 APPROVE and AUTHORIZE the County Administrator, or designee, to execute a contract amendment with BLX Group, LLC, extending the term of the contract through June 30, 2021 with no change to the contract limit of $100,000 for arbitrage rebate compliance services, as recommended by the County Adminstrator. (Various County Projects/Funds)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C. 99 APPROVE and AUTHORIZE the County Administrator, or designee, to execute a contract amendment with Schiff Hardin LLP, extending the term of the contract through June 30, 2021 with no change to the contract limit of $250,000 for bond disclosure counsel services, as recommended by the County Administrator. (Various County Projects/Funds)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C.100 APPROVE and AUTHORIZE the County Administrator, or designee, to execute a contract amendment with Nixon Peabody LLP, extending the term of the contract through June 30, 2021 with no change to the contract limit of $250,000 for tax and bond counsel services, as recommended by the County Administrator. (Various County Projects/Funds)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C.101 APPROVE and AUTHORIZE the County Administrator, or designee, to execute a contract with Independent Counsel, Inc., in an amount not to exceed $5,250,000 for fiscal year 2019-20, $5,400,000 for fiscal year 2020-21, and $5,560,000 for FY 2021-22 to provide mandated criminal conflict defense and other legal services for the period July 1, 2019 through June 30, 2022. (100% General Fund)        AYE: District I Supervisor John Gioia, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover Other: District II Supervisor Candace Andersen (RECUSE) C.102 APPROVE and AUTHORIZE the Health Services Director, or designee, to execute a contract with Advanced Medical Personnel Services, Inc. in an amount not to exceed $500,000 to provide physical and occupational therapist staffing services and recruitment services for Contra Costa Regional Medical Center and Health Centers for the period July 1, 2019 through June 30, 2020. (100% Hospital Enterprise Fund I)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C.103 APPROVE and AUTHORIZE the Health Services Director, or designee, to execute a contract with Concord Yellow Cab, Inc., in an amount not to exceed $240,000 to provide non-emergency taxicab transportation services for Contra Costa Regional Medical Center and Health Center patients for the period July 1, 2019 through June 30, 2020. (100% Hospital Enterprise Fund I)       RELISTED to a future date uncertain.   Other Actions   C.104 AUTHORIZE the Health Services Director, or designee, to expend up to $1,500 annually for Environmental Health staff recognition events and awards. (100% Permit fees)       REFERRED to the Finance Committee; and DIRECTED staff to provide to the committee a list of all department employee recognition programs, the cost of them and how those programs are funded.   C.105 ALLOCATE $10,000 from the Livable Communities Trust (District II portion) to the Innovation Tri Valley Leadership Group for the Innovation Tri Valley 2040 Vision Plan, as recommended by Supervisor Andersen.        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C.106 AUTHORIZE the County Administrator to submit, on behalf of Contra Costa County, a letter of authorization for 11 applications to the California State Association of Counties 2019 Challenge Awards competition. (100% General Fund)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C.107 ADOPT Resolution No. 2019/202 to update the operating hours for the Pinole Library, as recommended by the County Librarian. (100% City of Pinole)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C.108 As a result of the August 27, 2019 Special Election, APPOINT in lieu of election Angela de Fremery to the Knightsen Town Community Services District Board of Directors, as recommended by the County Clerk-Recorder. (No fiscal impact)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C.109 APPROVE and AUTHORIZE the Employment and Human Services Director, or designee, to submit to the California Department of Community Services and Development the County's 2020-21 Community Action Plan to ameliorate poverty and increase self-sufficiency efforts for impacted Contra Costa County residents.        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C.110 APPROVE the 2019/2020 North Richmond Waste and Recovery Mitigation Fee Expenditure Plan, as recommended by the North Richmond Waste and Recovery Mitigation Fee Joint Expenditure Planning Committee. (100% North Richmond Mitigation funds)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C.111 APPROVE and AUTHORIZE the ongoing destruction of certain County records maintained by the Human Resources Department, as recommended by the Human Resources Director.        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C.112 APPROVE and AUTHORIZE the Employment and Human Services Director, or designee, to seek reimbursement from the California Department of Education in an amount not to exceed $8,270 to maintain Child Days of Enrollment during emergency closures at two childcare centers during the term July 1, 2018 through June 30, 2019. (No County match)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C.113 RECEIVE Civil Grand Jury Report No. 1907, entitled "Stormwater Trash Reduction", and REFER the report to the County Administrator and Public Works Director/Chief Engineer for response, as recommended by the County Administrator.        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C.114 ACKNOWLEDGE receipt of Civil Grand Jury Report No. 1908, entitled "Contra Costa Sheriff's Forensic Services Division" and the subsequent response from the Sheriff-Coroner. (No fiscal impact)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C.115 ACCEPT quarterly report of the Post Retirement Health Benefits Trust Agreement Advisory Body, as recommended by the Post Retirement Health Benefits Trust Agreement Advisory Body.        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C.116 ADOPT Resolution 2019/462 establishing appropriation limits for the County, County Service Areas, and County Special Districts for Fiscal Year 2019/20, as recommended by the Auditor-Controller.        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C.117 ACCEPT report from the Employment and Human Services Department on aging and adult services, highlighting challenges facing elders, as recommended by the Family and Human Services Committee.        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C.118 RECEIVE Civil Grand Jury Report No. 1909, entitled "Contra Costa County Psychiatric Emergency Services", and REFER to the County Administrator for response.        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C.119 AUTHORIZE an increase to the purchasing agent's authority to engage independent contractors and purchase commodities from the current policy limit of $100,000 to a new limit of $200,000, effective July 1, 2019, as recommended by the Internal Operations Committee. (No fiscal impact)        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover C.120 REFER to the Finance Committee a review of city contract fees for Animal Services, as recommended by the County Administrator.        AYE: District I Supervisor John Gioia, District II Supervisor Candace Andersen, District III Supervisor Diane Burgis, District IV Supervisor Karen Mitchoff, District V Supervisor Federal D. Glover   GENERAL INFORMATION The Board meets in all its capacities pursuant to Ordinance Code Section 24-2.402, including as the Housing Authority and the Successor Agency to the Redevelopment Agency. Persons who wish to address the Board should complete the form provided for that purpose and furnish a copy of any written statement to the Clerk. Any disclosable public records related to an open session item on a regular meeting agenda and distributed by the Clerk of the Board to a majority of the members of the Board of Supervisors less than 72 hours prior to that meeting are available for public inspection at 651 Pine Street, First Floor, Room 106, Martinez, CA 94553, during normal business hours. All matters listed under CONSENT ITEMS are considered by the Board to be routine and will be enacted by one motion. There will be no separate discussion of these items unless requested by a member of the Board or a member of the public prior to the time the Board votes on the motion to adopt. Persons who wish to speak on matters set for PUBLIC HEARINGS will be heard when the Chair calls for comments from those persons who are in support thereof or in opposition thereto. After persons have spoken, the hearing is closed and the matter is subject to discussion and action by the Board. Comments on matters listed on the agenda or otherwise within the purview of the Board of Supervisors can be submitted to the office of the Clerk of the Board via mail: Board of Supervisors, 651 Pine Street Room 106, Martinez, CA 94553; by fax: 925-335-1913. Room 106, Martinez, CA 94553; by fax: 925-335-1913. The County will provide reasonable accommodations for persons with disabilities planning to attend Board meetings who contact the Clerk of the Board at least 24 hours before the meeting, at (925) 335-1900; TDD (925) 335-1915. An assistive listening device is available from the Clerk, Room 106. Copies of recordings of all or portions of a Board meeting may be purchased from the Clerk of the Board. Please telephone the Office of the Clerk of the Board, (925) 335-1900, to make the necessary arrangements. Forms are available to anyone desiring to submit an inspirational thought nomination for inclusion on the Board Agenda. Forms may be obtained at the Office of the County Administrator or Office of the Clerk of the Board, 651 Pine Street, Martinez, California. Applications for personal subscriptions to the weekly Board Agenda may be obtained by calling the Office of the Clerk of the Board, (925) 335-1900. The weekly agenda may also be viewed on the County’s Internet Web Page: www.co.contra-costa.ca.us STANDING COMMITTEES The Airport Committee (Supervisors Diane Burgis and Karen Mitchoff) meets on the second Wednesday of the month at 11:00 a.m. at Director of Airports Office, 550 Sally Ride Drive, Concord. The Family and Human Services Committee (Supervisors Candace Andersen and John Gioia) meets on the fourth Monday of the month at 10:30 a.m. in Room 101, County Administration Building, 651 Pine Street, Martinez. The Finance Committee (Supervisors Karen Mitchoff and John Gioia) meets on the fourth Monday of the month at 9:00 a.m. in Room 101, County Administration Building, 651 Pine Street, Martinez. The Hiring Outreach Oversight Committee (Supervisors Candace Andersen and Federal D. Glover) meets on the first Monday of every other month at 1:00 p.m. in Room 101, County Administration Building, 651 Pine Street, Martinez. The Internal Operations Committee (Supervisors Diane Burgis and Candace Andersen) meets on the second Monday of the month at 1:00 p.m. in Room 101, County Administration Building, 651 Pine Street, Martinez. The Legislation Committee (Supervisors Karen Mitchoff and Diane Burgis) meets on the second Monday of the month at 10:30 a.m. in Room 101, County Administration Building, 651 Pine Street, Martinez. The Public Protection Committee (Supervisors John Gioia and Federal D. Glover) meets on the first Monday of the month at 10:30 a.m. in Room 101, County Administration Building, 651 Pine Street, Martinez. The Transportation, Water & Infrastructure Committee (Supervisors Karen Mitchoff and Candace Andersen) meets on the second Monday of the month at 9:00 a.m. in Room 101, County Administration Building, 651 Pine Street, Martinez. Airports Committee August 14, 2019 11:00 a.m.See above Family & Human Services Committee June 24, 2019 Canceled July 22, 2019 Canceled July 29, 2019 Special Meeting 9:00 a.m.See above Finance Committee June 24, 2019 Canceled July 22, 2019 9:00 a.m. See above Hiring Outreach Oversight Committee October 7, 2019 1:00 p.m.See above Internal Operations Committee July 8, 2019 1:00 p.m.See above Legislation Committee July 8, 2019 10:30 a.m. See above Public Protection Committee July 1, 2019 10:30 a.m. See above Sustainability Committee July 22, 2019 Canceled Special Meeting August 1, 2019 10:00 a.m.See above Transportation, Water & Infrastructure Committee Special Meeting July 18, 2019 1:00 p.m.See above PERSONS WHO WISH TO ADDRESS THE BOARD DURING PUBLIC COMMENT OR WITH RESPECT TO AN ITEM THAT IS ON THE AGENDA, MAY BE LIMITED TO TWO (2) MINUTES A LUNCH BREAK MAY BE CALLED AT THE DISCRETION OF THE BOARD CHAIR AGENDA DEADLINE: Thursday, 12 noon, 12 days before the Tuesday Board meetings. Glossary of Acronyms, Abbreviations, and other Terms (in alphabetical order): Contra Costa County has a policy of making limited use of acronyms, abbreviations, and industry-specific language in its Board of Supervisors meetings and written materials. Following is a list of commonly used language that may appear in oral presentations and written materials associated with Board meetings: AB Assembly Bill ABAG Association of Bay Area Governments ACA Assembly Constitutional Amendment ADA Americans with Disabilities Act of 1990 AFSCME American Federation of State County and Municipal Employees AICP American Institute of Certified Planners AIDS Acquired Immunodeficiency Syndrome ALUC Airport Land Use Commission AOD Alcohol and Other Drugs ARRA American Recovery & Reinvestment Act of 2009 BAAQMD Bay Area Air Quality Management District BART Bay Area Rapid Transit District BayRICS Bay Area Regional Interoperable Communications System BCDC Bay Conservation & Development Commission BGO Better Government Ordinance BOS Board of Supervisors CALTRANS California Department of Transportation CalWIN California Works Information Network CalWORKS California Work Opportunity and Responsibility to Kids CAER Community Awareness Emergency Response CAO County Administrative Officer or Office CCCPFD (ConFire) Contra Costa County Fire Protection District CCHP Contra Costa Health Plan CCTA Contra Costa Transportation Authority CCRMC Contra Costa Regional Medical Center CCWD Contra Costa Water District CDBG Community Development Block Grant CFDA Catalog of Federal Domestic Assistance CEQA California Environmental Quality Act CIO Chief Information Officer COLA Cost of living adjustment ConFire (CCCFPD) Contra Costa County Fire Protection District CPA Certified Public Accountant CPI Consumer Price Index CSA County Service Area CSAC California State Association of Counties CTC California Transportation Commission dba doing business as DSRIP Delivery System Reform Incentive Program EBMUD East Bay Municipal Utility District ECCFPD East Contra Costa Fire Protection District EIR Environmental Impact Report EIS Environmental Impact Statement EMCC Emergency Medical Care Committee EMS Emergency Medical Services EPSDT Early State Periodic Screening, Diagnosis and Treatment Program (Mental Health) et al. et alii (and others) FAA Federal Aviation Administration FEMA Federal Emergency Management Agency F&HS Family and Human Services Committee First 5 First Five Children and Families Commission (Proposition 10) FTE Full Time Equivalent FY Fiscal Year GHAD Geologic Hazard Abatement District GIS Geographic Information System HCD (State Dept of) Housing & Community Development HHS (State Dept of ) Health and Human Services HIPAA Health Insurance Portability and Accountability Act HIV Human Immunodeficiency Syndrome HOV High Occupancy Vehicle HR Human Resources HUD United States Department of Housing and Urban Development IHSS In-Home Supportive Services Inc. Incorporated IOC Internal Operations Committee ISO Industrial Safety Ordinance JPA Joint (exercise of) Powers Authority or Agreement Lamorinda Lafayette-Moraga-Orinda Area LAFCo Local Agency Formation Commission LLC Limited Liability Company LLP Limited Liability Partnership Local 1 Public Employees Union Local 1 LVN Licensed Vocational Nurse MAC Municipal Advisory Council MBE Minority Business Enterprise M.D. Medical Doctor M.F.T. Marriage and Family Therapist MIS Management Information System MOE Maintenance of Effort MOU Memorandum of Understanding MTC Metropolitan Transportation Commission NACo National Association of Counties NEPA National Environmental Policy Act OB-GYN Obstetrics and Gynecology O.D. Doctor of Optometry OES-EOC Office of Emergency Services-Emergency Operations Center OPEB Other Post Employment Benefits OSHA Occupational Safety and Health Administration PARS Public Agencies Retirement Services PEPRA Public Employees Pension Reform Act Psy.D. Doctor of Psychology RDA Redevelopment Agency RFI Request For Information RFP Request For Proposal RFQ Request For Qualifications RN Registered Nurse SB Senate Bill SBE Small Business Enterprise SEIU Service Employees International Union SUASI Super Urban Area Security Initiative SWAT Southwest Area Transportation Committee TRANSPAC Transportation Partnership & Cooperation (Central) TRANSPLAN Transportation Planning Committee (East County) TRE or TTE Trustee TWIC Transportation, Water and Infrastructure Committee UASI Urban Area Security Initiative VA Department of Veterans Affairs vs. versus (against) WAN Wide Area Network WBE Women Business Enterprise WCCTAC West Contra Costa Transportation Advisory Committee RECOMMENDATION(S): 1) ACCEPT report on recent Northern Waterfront Economic Development Initiative activities, and 2) ADOPT Resolution No. 2019/459 approving and authorizing the Director of Conservation and Development, or designee, to execute a memorandum of understanding with the Cities of Antioch, Brentwood, Concord, Hercules, Martinez, Oakley, and Pittsburg to collaboratively evaluate economic development projects, and to submit trademark applications to the United States Patent and Trademark Office for Northern Waterfront Economic Development Initiative marketing taglines. FISCAL IMPACT: No new funds are requested. Staff work to pursue trademark applications can be accommodated within the existing budget. BACKGROUND: In January 2019, the Board approved the Northern Waterfront Strategic Action Plan, a menu of economic development activities focused on sustainable economic growth in the region of Contra Costa County along Highway 4 and the Carquinez Strait. In February 2019, the Board approved an updated set of actions for 2019-20 and reallocated the existing funding to support them. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS Contact: 925-674-7869 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: , Deputy cc: D. 3 To:Board of Supervisors From:John Kopchik, Director, Conservation & Development Department Date:June 18, 2019 Contra Costa County Subject:Northern Waterfront Economic Development Initiative Memorandum of Understanding, Trademark Applications, and Activity Updates BACKGROUND: (CONT'D) Since February, discussions have progressed with staff from the seven partner cities, Antioch, Brentwood, Concord, Hercules, Martinez, Oakley, and Pittsburg, regarding a Northern Waterfront Memorandum of Understanding (MOU), the form of which is included as Attachment A. The staff from the eight jurisdictions have developed language that cements the partnership while allowing individual governing boards to choose which projects to participate in on an ongoing basis. The MOU asks each jurisdiction to commit to staff participation to collaboratively identify and develop projects consistent with the recommendations of the Strategic Action Plan. Each jurisdiction will return to its board for approval of and any necessary funding for specific projects. The Hercules City Council approved the MOU first, on May 28, and the remaining cities are planning to take the MOU to their City Councils this summer. Pittsburg is scheduled to review it on June 17, Concord on June 25, and the rest plan to take it up in July or August. The goal for all jurisdictions is to approve the MOU this summer and begin jointly implementing projects this fall. At this point, a cooperative marketing campaign may be the first joint project moving forward under the MOU, although the short-line rail feasibility study getting underway on the Wilbur Avenue corridor is also a joint Northern Waterfront project led by the County that predates the MOU. On May 10, the County convened a public forum with partners EC2 and City of Antioch to kick off the implementation phase of the Initiative, with approximately 300 attendees. The event commenced with a panel with all seven mayors and Supervisor Glover onstage together for the first time, presenting the economic opportunities in the region. The other panels and speakers at the forum were Keynote Speaker State Treasurer Fiona Ma, a panel on automated technology led by Supervisor Burgis, and a panel on regional solutions for jobs which highlighted a manufacturing/flex space incubator in San Francisco. Other Northern Waterfront activities this spring included consultant procurement for the short line rail study, working with local groups and state agencies to maintain public access to the waterfront in Crockett, and submitting applications to trademark the initiative's name and the marketing tagline "Capital of the Northern California Mega-Region", following direction from the Northern Waterfront Ad Hoc Committee. The trademarks are in process with the U.S. Patent and Trademarks Office. The Trademarks Office requires that the County submit a verification that the term "Northern Waterfront Economic Development Initiative" has been in use for five years, which it has, having started in 2013. The resolution for this item authorizes the Director of Conservation and Development to submit this and any further paperwork to complete the application process. CONSEQUENCE OF NEGATIVE ACTION: If the Board does not approve this recommendation, it will be difficult to move forward on collaborative implementation of the approved Northern Waterfront Strategic Action Plan. CLERK'S ADDENDUM Speakers:  Councilman Kevin Romick, City of Oakley; Lindy Lavendar, East Bay Leadership Council.  AGENDA ATTACHMENTS Resolution 2019/459 NWEDI Partnership MOU MINUTES ATTACHMENTS Signed Resolution No. 2019/459 THE BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY, CALIFORNIA and for Special Districts, Agencies and Authorities Governed by the Board Adopted this Resolution on 06/18/2019 by the following vote: AYE: NO: ABSENT: ABSTAIN: RECUSE: Resolution No. 2019/459 IN THE MATTER OF approving the Northern Waterfront Memorandum of Understanding with the seven partner cities and Northern Waterfront related trademark applications. WHEREAS, the County and the Cities of Antioch, Brentwood, Concord, Hercules, Martinez, Oakley, and Pittsburg ("Cities"), have been working together informally since 2013 to support increased job retention and expansion in the Northern Waterfront region of Contra Costa County; and WHEREAS, the Cities and the County desire to continue and solidify the working relationship to jointly implement economic development projects such as those identified in the 2019 Northern Waterfront Strategic Action Plan; and WHEREAS, a Memorandum of Understanding (MOU) has been prepared that allows for joint projects while each jurisdiction retains the ability to participate or not in a joint project, and determine funding approvals on a case by case basis; and WHEREAS the County continues to implement and lead economic development projects for the benefit of the County and the Northern Waterfront, such as trademarking a marketing tagline and the name of the Northern Waterfront Economic Development Initiative, which has been in use by the County since 2013; NOW, THEREFORE, BE IT RESOLVED: The Contra Costa County Board of Supervisors hereby authorizes the execution of the Northern Waterfront Memorandum of Understanding and directs the Director of the Department of Conservation and Development, or his designee, to work cooperatively with the partner cities to jointly identify and carry out projects in accordance with its terms. BE IT FURTHER RESOLVED that the Director of the Department of Conservation and Development is authorized to submit any and all trademark applications, declarations, and verifications to obtain trademarks for "Northern Waterfront Economic Development Initiative" and "Capital of the Northern California Mega-Region", or substantially similar phrases, on behalf of Contra Costa County. Contact: 925-674-7869 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: June McHuen, Deputy cc: Page 1 of 10 NORTHERN WATERFRONT ECONOMIC DEVELOPMENT INITIATIVE MEMORANDUM OF UNDERSTANDING This Northern Waterfront Economic Development Initiative Memorandum of Understanding (“MOU”) is dated ______________, and is by and among the COUNTY OF CONTRA COSTA (the “County”), the CITY OF ANTIOCH, the CITY OF BRENTWOOD, the CITY OF CONCORD, the CITY OF HERCULES, the CITY OF MARTINEZ, the CITY OF OAKLEY, AND The CITY OF PITTSBURG, (each a “Jurisdiction”), together, the “Jurisdictions ”. RECITALS A. Each Jurisdiction shares a commitment to environmentally sustainable economic development and job growth in the Northern Waterfront region of Contra Costa County. B. Each Jurisdiction has previously passed a resolution indicating support for the Northern Waterfront Economic Developme nt Initiative (NWEDI), a regional jobs strategy for the area roughly between Highway 4 and the San Joaquin River or San Pablo Bay. C. The NWEDI guiding principles are economic opportunity, environmental sustainability, supporting the local resident workforce, enhanced tax base, and regional collaboration. D. In recognition that the responsibilities and benefits of the NWEDI cross jurisdictional boundaries, the Jurisdictions desire to collaboratively evaluate and pursue the NWEDI programs and projects as a complement to each jurisdiction’s individual economic development strategies. Collaborative efforts, subject to approval by the participating jurisdictions’ governing bodies, may include joint cost-shares for projects or the pooling of staff resources to maximize cost efficiencies of scarce resources in an effort to maximize community benefits for residents of today and in the future. The parties therefore agree as follows: AGREEMENT 1. Responsibilities of Each Jurisdiction. Each Jurisdiction will: a. Commit staff time towards collaboratively evaluating economic development programs and projects (collectively, Projects) such as those identified in the NWEDI Strategic Action Plan (Craft Consulting, 2019). The collaborative evaluation of a Project may include: identifying beneficiaries and participants ; identifying potential principal Jurisdiction for the purposes of Project administration; considering consultant needs; developing proposals for distribution of responsibilities; developing proposals for a Project cost-share amongst beneficiaries; and developing recommendations to individual Jurisdiction governing bodies. Each Jurisdiction reserves the right to limit staff time to an amount the Jurisdiction deems appropriate. Page 2 of 10 b. Identify staff member(s) responsible for coordinating with the other Jurisdictions. c. Promptly schedule related matters before its governing body. 2. Joint Projects. Through the collaborative efforts described herein, two or more Jurisdictions may elect to undertake a joint Project involving all or a subset of the Jurisdictions. Examples of potential joint Projects include cooperative marketing campaigns, grant submittals and grant administration for Projects that cross jurisdictional borders, industry cluster meetings, goods movement studies, mapping, and a joint business development website for the region. 3. Project Approval. Notwithstanding the provisions of this MOU, nothing herein shall bind any Jurisdiction with respect to participation in any Project or joint Project without approval by the Jurisdiction’s governing body. 4. Funding. Notwithstanding the provisions of this MOU, nothing herein shall bind the parties with respect to the expenditure of public funds. 5. Amendment. This Agreement may not be amended, supplemented or otherwise mod ified except by a written instrument specifically referring to this Agreement and approved by each Jurisdiction at properly noticed meetings of their governing bodies. 6. Term. This MOU will remain in effect until September 30, 2024. 7. Termination. Any Jurisdiction may terminate its participation in this MOU by a majority vote of its governing body. 8. Counterparts. This Agreement may be executed in counterparts, each of which will be deemed to be an original, and each of which, together, constitute one instrument. 9. No Third Party Beneficiaries. Except as expressly set forth in this Agreement, nothing contained in this Agreement is intended to confer, or does confer, any rights or remedies upon any person, other than the parties. SIGNATURE PAGES FOLLOW Page 3 of 10 COUNTY OF CONTRA COSTA, a political subdivision of the State of California By: _______________________________________ Date: ________________ John Kopchik, Director Department of Conservation and Development APPROVED AS TO FORM: Sharon Anderson, County Counsel By: _______________________________________ Deputy County Counsel Page 4 of 10 CITY OF ANTIOCH, a Municipal Corporation By: __________________________________ Date: ________________ Ron Bernal, City Manager APPROVED AS TO FORM: By: __________________________________ Assistant City Attorney Page 5 of 10 CITY OF CONCORD, a Municipal Corporation By: ___________________________________ Valerie Barone City Manager APPROVED AS TO FORM: By: ___________________________________ Susanne Meyer Brown City Attorney ATTEST: By: ___________________________________ Joelle Fockler City Clerk Page 6 of 10 CITY OF PITTSBURG, a Municipal Corporation By: ______________________________________ Date: _____________ Garrett Evans, City Manager APPROVED AS TO FORM: By: ______________________________________ City Attorney Page 7 of 10 CITY OF HERCULES, a Municipal Corporation By: _________________________________________ Date: ___________________ David Biggs, City Manager APPROVED AS TO FORM: By: _________________________________________ City Attorney Page 8 of 10 CITY OF MARTINEZ, a Municipal Corporation By: _____________________________________ Date: __________________ Eric Figueroa, City Manager APPROVED AS TO FORM: By: _____________________________________ City Attorney Page 9 of 10 CITY OF BRENTWOOD, a Municipal Corporation By: _____________________________________ Date: __________________ Gustavo Vina, City Manager APPROVED AS TO FORM: By: _____________________________________ Page 10 of 10 CITY OF OAKLEY, a Municipal Corporation By: _____________________________________ Date: __________________ Bryan Montgomery, City Manager APPROVED AS TO FORM: By: _____________________________________ RECOMMENDATION(S): ACCEPT report on Envision Contra Costa 2040 outreach. FISCAL IMPACT: N/A BACKGROUND: In February 2019 the Department of Conservation and Development (DCD) launched its public outreach around Envision Contra Costa 2040, the County's effort to update its General Plan, Zoning Code, and Climate Action Plan. Since then DCD has conducted 15 community meetings covering 25 unincorporated communities, and three open house events aimed at highlighting regional issues. Nearly 400 people have attended these meetings. Outreach has also occured online (www.envisioncontracosta2040.org) and through social media platforms, newsletters, flyers, and a billboard on Interstate 680. Public outreach in various forms will continue throughout the Envision Contra Costa 2040 process. The slides in Attachment A provide additional summary information on the effort. Attachment B is a table listing most frequent general issues raised in each community. Attachment C is a summary of the regional open house events. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Will Nelson (925) 674-7791 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: June McHuen, Deputy cc: D. 4 To:Board of Supervisors From:John Kopchik, Director, Conservation & Development Department Date:June 18, 2019 Contra Costa County Subject:Envision Contra Costa 2040 Update BACKGROUND: (CONT'D) Staff will be setting up a poster session in the lobby of 651 Pine Street prior to the Board meeting. The posters present background information on six key topic areas and solicit input on key questions. These posters have been used at the regional open houses. CONSEQUENCE OF NEGATIVE ACTION: N/A CHILDREN'S IMPACT STATEMENT: N/A ATTACHMENTS Attachment A - PowerPoint Presentation Attachment B - Key Issues Raised at Community Meetings Attachment C - Summary of Open House Events Board of Supervisors June 18, 2019 Components of Envision Contra Costa 2040 General Plan Zoning Code Climate Action Plan Environmental Impact Report Components of the General Plan »Required Elements •Land Use •Transportation •Safety •Noise •Open Space •Conservation •Housing (adopted 2015) »Optional Elements in the Current General Plan •Growth Management •Public Facilities/Services »Four Themes Throughout the New General Plan •Economic development •Sustainability •Community health •Environmental justice Envision Contra Costa 2040 Schedule Phase Schedule Existing Conditions Winter 2018 –Spring 2019 Countywide Updates & Community Profiles Spring –Fall 2019 Draft General Plan and Zoning Code Summer 2019 –Winter 2019/2020 Climate Action Plan Summer 2019 –Winter 2019/2020 Environmental Impact Report and Fiscal Analysis Fall 2019 –Summer 2020 Public Review and Adoption Summer –Winter 2020 Public Outreach Tools »EnvisionContraCosta2040.org website »Newsletters and eblasts »Billboard on Interstate 680 »Department of Conservation and Development (DCD) homepage »DCD Facebook page »County NextDoor account »Video screens in Application and Permit Center »Flyers in public buildings (libraries, community centers. etc.) »DCD email signature blocks Online Briefing Book Envisioncontracosta2040.org > Documents Public Meetings »Community Meetings: focus on issues affecting the individual communities across the county »Open Houses: focus on topics affecting the whole county such as housing, safety, and mobility »Focused Meetings: will address the new themes in the General Plan (economic development, community health, environmental justice, and sustainability) »Sustainability Commission: focusing on environmental justice and the CAP »Planning Commission: will review and provide input on the General Plan, Zoning Code, and CAP »Board of Supervisors: will ultimately adopt the new plans Public Meetings So Far This Year »15 Community Meetings covering 25 unincorporated communities, attended by 324 people »3 Open Houses (West, Central, and East County) attended by 50 people »1 Board of Supervisors meeting »1 County Planning Commission meeting »2 Sustainability Commission meetings 22 meetings since February 12 What We’ve Heard (Positives) »People love their individual communities and cherish the “small town” feel many places still retain »Contra Costa’s shorelines, open spaces, parks, and agricultural areas are valued resources »The county’s central location allows easy access to many destinations (San Francisco, Napa Valley, the Sierras, the ocean, etc.) »Living “in the county” provides a certain feeling of independence not found in cities What We’ve Heard (Challenges) »Many communities feel “forgotten” and need reinvigoration »Outdated County regulations hinder economic development »There aren’t enough high-quality jobs, particularly in East County »Housing issues (lack of affordability, accessibility, diversity of options, etc.) must be addressed »Commutes are horrendous and getting worse »Natural and human-caused hazards (e.g., wildfire and industrial accidents, respectively) are a major concern What We’ve Heard (Challenges) »County services such as law enforcement, fire protection, and health care need improvement »Public transit is largely ineffective (too expensive, takes too long, and isn’t comprehensive) »There’s a general lack of connectivity for pedestrians and bicyclists (incomplete sidewalks, too few trail connections, inadequate bike lanes, etc.) »Infrastructure is aging and in need of repair Questions Zoning issues Traffic safety and roadway infrastructureBicycle and pedestrian improvementsPublic services or utilitiesNeighborhood characterCommercial or downtown revitalizationOpen space/habitat/ agriculture preservationPark or trail access or improvementsClimate change and adaptationAffordable housingTransit service Crime and public safetyEmergency response/ preparednessShoreline and/or creek accessBeautification, clean-upRefinery hazardsHistoric resourcesJobs/housing balanceAccess to healthy foodAttendance Count Alamo/Castle Hill ✔✔✔✔✔✔✔✔✔✔9 Alhambra Valley/Reliez Valley/Briones ✔✔✔✔✔✔✔✔✔✔4 Baypoint/Clyde ✔✔✔✔✔✔✔✔✔✔✔✔✔20 Bayview/Montalvin Manor/Tara Hills ✔✔✔✔✔✔✔✔✔✔✔✔✔✔✔8 Bethel Island ✔✔✔✔✔✔✔✔✔✔14 Byron ✔✔✔✔✔✔✔✔✔✔30 Contra Costa Centre ✔✔✔✔✔✔✔✔10 Crockett/Port Costa ✔✔✔✔✔✔✔✔✔✔✔✔✔✔✔50 Diablo Discovery Bay ✔✔✔✔✔✔✔✔✔✔✔✔5 El Sobrante ✔✔✔✔✔✔✔✔✔✔✔✔60 Kensington/East Richmond Heights ✔✔✔✔✔✔✔✔✔✔✔20 Knightsen ✔✔✔✔✔✔✔✔✔14 North Richmond ✔✔✔✔✔✔✔✔✔✔✔✔✔✔34 Pacheco/Mountain View/Vine Hill ✔✔✔✔✔✔✔✔✔✔✔✔✔✔✔16 Rodeo ✔✔✔✔✔✔✔✔✔✔✔✔30 Saranap/ Parkmead Total Count 14 13 13 13 12 12 12 11 10 9 9 9 8 8 8 5 4 3 3 Total in attendance 324 Open House Series #1: Summary Three open houses were held throughout Contra Costa County to hear from residents about issues that will be addressed through the Envision Contra Costa 2040 project. The same approach was used at each open house, which was to seek input on large-scale countywide issues, like mobility, housing, sustainability, and economic development. The open houses were held in the first two weeks of May 2019 at the following locations: West County Open House 7:00 p.m. - 9:00 p.m. Thursday, May 2nd, 2019 San Pablo Maple Hall Community Center 13831 San Pablo Avenue San Pablo, CA 94806 East County Open House 7:00 p.m. - 9:00 p.m. Tuesday, May 7th, 2019 Knightsen Farm Bureau 3020 2nd Street Knightsen, CA 94548 Central County Open House 6:30 p.m. - 8:30 p.m. Thursday, May 9th, 2019 Walnut Creek Presbyterian Church 1801 Lacassie Avenue Walnut Creek, CA 94596 The two-hour meetings were organized in an open house format to allow residents to participate at their own pace. At the sign-in table, attendees were provided with an informational handout about Envision Contra Costa 2040, a worksheet, and a comment card. The wor ksheet corresponded with six stations placed around the room with boards presenting key background information on the following topics: mobility, housing, environmental justice, community health, economic development, and safety and resiliency. Each station was staffed by a facilitator who recorded comments from the participants, answered questions, and sought feedback to gauge community perspective on these issues. The residents were also invited to provide feedback on “icebreaker” questions posted near the sign-in table. Responses were gathered from the worksheets, station boards, and facilitator notes , and the combined input from all three open houses is summarized below. Detailed notes follow the summary. The input received from the open houses will inform the development of goals, policies, actions, strategies, regulations, and development standards in the General Plan, Climate Action Plan, and Zoning Code Updates. SUMMARY OF INPUT RECEIVED Mobility Many open house participants commented on the need for improved public transportation, including expanded BART routes, more frequent bus service, and better options for the last mile to a destination . Traffic, especially during peak commute hours, is a significant transportation challenge for county Envision Contra Costa 2040 Open House Summary Page 2 residents, increasing driving times, impacting safety, and hindering accessibility. In addition, rural areas reported significant road maintenance and repair needs to provide an effective street network. Residents support pedestrian and bicycle connectivity, asking for extended protected bike lanes and safe walking paths and sidewalks to create complete streets, pedestrian bridges, and active transportation routes. Residents indicated that they generally use Uber or Lyft for trips to the airport or BART or in lieu of driving when going out for entertainment. Many participants felt that they would need additional incentives to drive less due to the lack of transit service for late-night or weekend work hours, expensive transit fares, inefficient transfers, and inadequate parking at BART stations. Overall, residents support enhancing equitable transit systems, promoting active transportation modes, and addressing traffic congestion and safety. Housing Open house participants reported that housing challenges generally stem from high rental costs, housing inequity, and strict permitting requirements that increase new construction costs. Residents felt that supportive housing for people with mental illnesses, accessible housing for disabled people and seniors, and low-income housing were in especially short supply. They recommended that the County promote accessory dwelling units (ADUs), tiny homes, smaller lot sizes, “age-in-place” housing, and multi-family housing to address these issues. Participants also indicated that the County should encourage rent control, fair housing law practices, and a balanced jobs to housing ratio. Residents also suggested that the County address homelessness by focusing on mental health services and supporting a variety of housing types, including transitional, supportive, and affordable mobile units. Environmental Justice The most prevalent environmental injustices reported at the open houses are the close proximity of refineries and other heavy industrial uses to homes, poor air quality along high traffic corridors, illegal dumping, and inaccessibility to jobs and amenities in disadvantaged neighborhoods. Residents asked the County to address the system’s inherent biases towards disadvantaged communities by making public transit more accessible and user-friendly, encouraging green technologies, and supporting clean energy industries and jobs. They also recommended raising illegal dumping penalties and incentivizing infill development through zoning. Open house participants advocated for more outreach to and education for communities of color and low-income households to increase awareness and hear from these communities about how to address disproportionate health, safety, and welfare conditions. Community Health Residents indicated that the most pressing health issues in the county are its aging population, access to health care services, and insufficient infrastructure for active recreation or transportation. Residents in the western portion of the county are particularly concerned about accessibility to emergency services due to the close of their nearest hospital in 2015. In the eastern portion of the county, residents are concerned about exposure to pesticides, and some support regulations to require safer, mor e natural agriculture practices. Many participants throughout the county cited a need for recreation infrastructure with protected bike lanes, parklets and open spaces, and community centers. Most open house participants reported that they had relatively good access to grocery stores or farm stands selling fresh fruits and vegetables at affordable prices. Economic Development Residents at the open houses advocated for improvements to the county’s economic vitality by supporting a wide variety of sectors while placing an emphasis on locating jobs near housing. They Envision Contra Costa 2040 Open House Summary Page 3 recommended encouraging large corporations to use satellite office locations that would decrease commutes while strengthening the local economy. Open house participants want fewer chain restaurants and stores, a higher proportion of high-wage jobs, and tighter regulation of heavy manufacturing or high pollutant industries. They recommended that the County focus on attracting clean energy companies, historic tourism-oriented and hospitality businesses, light manufacturing corporations, and sustainable farm-to-table restaurants. Residents stated that greenfield development of remaining open spaces for new business should be avoided, and job training should be encouraged to improve employment opportunities. Opinions about encouraging tech companies to locate in Contra Costa County were mixed. Safety and Resiliency The community’s greatest concerns related to climate change and hazards include poor air quality, toxic sites, weak infrastructure, sea level rise, drought, and high fire risk. Contra Costa residents generally feel there are inadequate fire protection and emergency services in the event of a major fire, earthquake, or other disaster. They cite need for vegetation management, home retrofits, and better evacuation planning to reduce vulnerability to these risks. While some unincorporated areas have effective workshops to train for disaster response, residents generally asked for more community emergency response team training to better prepare. To support sustainability, the open house participants recommended that the County focus resources on clean transportation with electric buses, augmented BART service, electric vehicle (EV) charging stations, and active transportation infrastructure. DETAILED NOTES Detailed notes from the open houses are provided below. Although the three open houses yielded some responses that are unique to a region, the countywide approach to the open houses did not break down responses by region. Reponses with an asterisk indicate that another participant agreed with the original comment and seconded the statement. Icebreaker Questions 1. In 2040, Contra Costa County is… ▪ Growing grounded. ▪ Business centers created in CCC that allow residents to work near where they live, and not be feeders to Oakland/SF. Decrease pollution etc.* ▪ Under an additional 3 feet of water from sea level rise. ▪ Inclusive and equitable. ▪ Cannabis destination. ▪ Sustainable. ▪ Affordable. ▪ Safe roadways. ▪ Conserves wild areas and yet has plenty of well-planned housing. ▪ In conflict with reeling in sprawl development and providing enough good jobs to bring our commuters home! ▪ Promote trail access for houses, hikers, and bicyclists and horse trailer parking for recreational equestrian riding. ▪ Business growth in rural areas (Bryon). ▪ Equine veterinary hospital (large animal). ▪ High density housing near rail in Byron to airport. Envision Contra Costa 2040 Open House Summary Page 4 2. My favorite place in Contra Costa County is… ▪ The Iron Horse Pedestrian and Bicycle Trail. ▪ Sibley Volcanic Regional Preserve. ▪ Mt. Diablo.** ▪ Walnut Creek. ▪ Back section of the Lafayette Reservoir. ▪ Knightsen.*** ▪ Delta waterways. ▪ Round Valley, parks. ▪ Agricultural core and protecting encroachment; enjoying bounty. ▪ Small town living. ▪ Los Vaqueros. ▪ My home – quiet, peaceful living. 3. The biggest challenge facing Contra Costa County is… ▪ Transportation/housing.**** ▪ Too many people… over stressing the environment and the infrastructure. ▪ Transportation – we don’t have functioning public transit – and rising housing costs.** ▪ Transportation!!! – We need more public transit! ▪ Restrictions for growth (Byron). ▪ Better fire protection. Employees/firefighters. Infrastructure (fire hydrants). ▪ Rural county areas should get mitigation from developers. ▪ Bethel Island -- Byron connection. ▪ Loss of ag land to sprawl development in West Brentwood. ▪ Schools are usually a dollar short and years late. Developers build, overcrowd schools, THEN build schools. ▪ Encroachment on unincorporated by cities (Oakley, Brentwood) impacts our quality of life in rural Knightsen. ▪ Allowing commercial cannabis in our county. Mobility 1. Do you use public transit? If not, what are some of the barriers to using transit that you experience? ▪ No. Not enough BART options within county (i.e. 680 corridor between San Ramon and Martinez). ▪ Takes too long from West County to Martinez.* ▪ Too many transfers. ▪ Last mile -- fund public on-demand transit! ▪ Last mile. ▪ The time it takes -- too long. ▪ Not. Private car. ▪ BART sometimes. Envision Contra Costa 2040 Open House Summary Page 5 ▪ With the fast building growth the county should build a road out. Why does the county okay growth without good road access and extend Delta Transit our way? 2. What are your most significant transportation challenges? ▪ Frequency of bus service. Traffic. ▪ Traffic! Trying to get anywhere between 3:30 - 6:30. ▪ Having to plan trips (Vasco, Highway 4) around specific traffic impact times, even within city limits. ▪ If I had a relatively efficient transit option for commuting (El Cerrito to Martinez Highway 4 area). ▪ Northern waterfront development is working on attracting new jobs. Housing is too far from the new jobs -- transportation links. Put more money into buses subsidized and less on freeways. ▪ Senior population – mobility. ▪ Emergency egress in Moraga. ▪ Help. We need Bethel Island Road/Bethel Highway extension for our SAFETY! ▪ Only one road out of Bethel Island and Sandmound. Any blockage of Cypress stops all traffic. ▪ Access out from Bethel Island to Byron Highway. No emergency exit between Bethel Island Road and Knightsen Avenue or Sellers. During accidents E. Cypress can be closed for hours with no safe way to get in or out! 3. What kinds of pedestrian and bicycle infrastructure improvements are needed in your community? ▪ Connectivity. ▪ Install protected bike lanes on all routes of regional significance. Have bike lane extend all the way to the limit line of every intersection. ▪ Sandmound Boulevard is not wide enough for a bike lane. ▪ The rural areas outside of Oakley, Brentwood proper does not have good roads for this. Oakley and Brentwood have great bike lanes. ▪ Brentwood does a good job at this ▪ An on-street protected bike lane between the Martinez Amtrak and the closest (N. Concord) BART Station. ▪ Stop building freeways (if you build it, they will come). Build alternatives to the car. ▪ Good sidewalks. Walking + biking paths. Complete streets! ▪ Safer crosswalks!* ▪ Pay for bike - ped bridges over major arterial streets with motorist money. Use designated bicycle money to build bridges over obstacles: canals, railroad tracks, freeways. ▪ El Sobrante stroll -what would make this better and what would make it happen more often? 4. What kinds of trips do you make using alternative modes of transportation such as Uber and Lyft (commuting, errands, etc.)? ▪ Travel for entertainment (BART/Lyft) but concerns at safety on BART. ▪ Trips to the airport. ▪ Caution about Uber and Lyft because congestion. Envision Contra Costa 2040 Open House Summary Page 6 ▪ BART to Oakland, SF, and airports. Walk A LOT! ▪ Walk. ▪ None. 5. Would you drive less if you could? What would help you drive less? ▪ Public transportation. ▪ Transit does not run 24/7 and does not serve people who work nights. ▪ Expensive transit fares and having to transfer to different lines to get to work location . ▪ Ferry service from Richmond to Angel Island. ▪ Ferry services from Antioch/Delta stops to SF, Sausalito, and South Bay. ▪ Better promotion of Flixbus/long-distance bus service. ▪ Funding local buses so people can get where they need to go! ▪ BART does not provide adequate parking and this forces many to drive to work. BART needs more parking. Express buses to strategic locations, jobs, and amenities. ▪ Remove all references to LOS in all County planning and engineering documents and replace them with minimizing VMT. ▪ Not really. I do not like to wait for bus or rail. ▪ EV charging stations (free!). 6. General comments ▪ Equitable access to transit. ▪ Increase ferry service to SF. ▪ Fund and build an affordable, frequent, and reliable bus system.* ▪ Support active transportation modes. ▪ Provide bike/pedestrian connection from Round Valley Regional Preserve to MC Road (incorporate County M.C.T feasibility study alignment). ▪ Preserve rural character; safe equestrian travel on local roads (re-evaluate planned widenings). ▪ Consider traffic-calming measures. ▪ Slower traffic can increase agritourism. ▪ Improve traffic safety (e.g., traffic controls, CHP presence) on levee roads (e.g., Dutch Slough, Sandmound). ▪ VMT impact fee. ▪ Evaluate signal timing at Vasco/Camino Diablo to improve E/W throughput. ▪ About 50/50 in favor/against extending Byron Highway northbound to E. Cypress to improve circulation and safety.** ▪ Vasco - Byron Connector ("Airport Connector").* ▪ Speed/traffic control techniques (e.g. "pace cars") on Vasco Road. ▪ Stoplights at the end of Knightsen Avenue, Cypress Road; improve safety . ▪ We need improved road infrastructure to support any increase in housing density in Knightsen (with ADUs [accessory dwelling units], for instance). ▪ No road widening! ▪ Re-evaluate planned road widenings; determine if necessary (i.e., expanding rural roads from 2 to 4 lanes). Envision Contra Costa 2040 Open House Summary Page 7 ▪ Determine if planned shoulder widenings will include improved drainage; who maintains? County?* ▪ What are you going to do about Highway 4 planning in terms of CNW S residential development and Pittsburg development? ▪ How to prevent new development from creating more driving. ▪ Limit different types of development? Nothing beyond growth boundary! ▪ Connect mobility to climate change goals -- what do we need to do to reach our climate goals? ▪ Couple/target/match development and population to needs (jobs, health care, recreation) to reduce/minimize travel for basic needs. Housing 1. Are there actions you feel the County should take to combat homelessness? ▪ Basic income. ▪ People over profits. ▪ Address mental health issues. ▪ More emergency shelters. ▪ More mobile units that can help them at their camps. ▪ Build affordable/transitional/supportive housing. ▪ Financial incentives to build affordable housing. ▪ How are we going to address unjust evictions? Or assist in lawful evictions? 2. How can the County help increase access to affordable housing? ▪ Rent control.** ▪ Just cause eviction. Relocation assistance. Right to counsel. ▪ Rent stabilization. Funding. ▪ Improve transportation to and from work/home.* ▪ Need to address imbalance of people living in Tracy and Modesto and driving here to work. Can we work to incentive jobs outside of Bay Area counties? ▪ Bring good jobs to more remote locations to decrease costs of living. ▪ Good jobs are key to being able to afford housing or renting a home. By packing smaller sq. ft. homes together and keeping the price lowered by doing so may make it affordable, but undesirable. ▪ Housing is a regional problem the companies creating the large number of jobs need to help build affordable housing. ▪ Contra Costa needs to incorporate affordable housing within developments and not take money from developers to build separate affordable housing. This will allow lower income folds to not be identified by buildings that are separated and thus identified as "affordable." ▪ Convert vacant commercial space into housing. large buildings that are vacant too. ▪ Increase grants available/CDBG. ▪ Fire protection - public transportation. 3. In your community, are there housing types that you feel are in especially short supply (housing for seniors and people with disabilities, entry-level housing, shelters for the homeless, etc.)? Envision Contra Costa 2040 Open House Summary Page 8 ▪ Supportive housing for people with mental illness. ▪ ADA accessible. ▪ Infill instead of sprawl. Smaller homes for aging population. ▪ Aging-in-place housing. ▪ Plenty of senior communities. More multi-unit housing close to stores and work. ▪ Entry-level housing. ▪ Cooperative housing and CLTS [community land trusts] (affordable homeownership). Deeply affordable rentals. ▪ ADUs [accessory dwelling units] and tiny homes. 4. What are your hopes for addressing the housing crisis in Contra Costa County? ▪ Tiny houses.* ▪ Financial incentive for housing owners (landlords) or mobile home park owners to encourage tiny housing. ▪ ADUs [accessory dwelling units].*** ▪ When building new single-family housing, put 12’ wide spaces next to the housing. Stub out electricity, water, and sewer: Park a motorhome or trailer there for an instant mother -in-law unit. ▪ Farm-worker housing units.* ▪ Zoning allowing smaller size housing and townhomes and duplexes. ▪ Use public land for deeply affordable multifamily housing (>60% AMI [area median income]). Transfer available land to CLTs [community land trusts] for permanent affordability. ▪ Community land trusts. ▪ More housing around BART stations! Leverage our investment in BART, don't compromise it. ▪ Local jobs so we don’t have to spend our lives commuting! ▪ Fining/taxing vacant homes. 5. What are your most significant housing-related challenges? ▪ High rent. Prop. B inequity. ▪ Lack of affordable housing. Seismic retrofit. Protect housing from SLR [sea level rise] and slides. Displacement. Need relocation assistance infrastructure. ▪ Lack of affordable and moderate income housing. ▪ No services related with housing development. (water) Can't build on well water. ▪ Stop requiring so much parking everywhere. ▪ Need permit streamlining. Construction costs are too high. Need pre-fab. Build homes where there are jobs. ▪ Less permits to build at existing housing. ▪ Stop building more homes until we have fire protection and exit road access! Schools too! 6. Would you support construction of more housing in your community, even if it meant increasing density? ▪ No. ▪ No! Schools should not be built until Fire Service and good exit roads are built. Envision Contra Costa 2040 Open House Summary Page 9 7. General comments ▪ Prioritize affordable multi-family housing with easy access to stores, amenities, parks, jobs, etc. ▪ Encourage "age-in-place" housing/transitional housing for seniors. ▪ Farmworker housing units are needed. ▪ High density housing is needed between Byron and the airport. ▪ Connect trains (Union Pacific) to BART stations. Environmental Justice 1. Do you feel like you have a voice in the County’s decisions regarding land use? If not, what should be changed for your voice to be heard? ▪ Hold meetings in churches. Need oversight community-driven local participation. ▪ Community oversight commissions! Community oversight of NWEDI [Northern Waterfront Economic Development Initiative] and public land. ▪ Outreach to communities of color and low income people. Land use should include cumulative impacts with votes. ▪ More public meetings revealing future plans so citizens can have input. ▪ The power plants and refineries are here -- what can we do? Not enough notice on how to give input. 2. Does the State’s map of disadvantaged communities correctly capture the disadvantaged communities in Contra Costa County? If not, what should be changed? ▪ Not changed but added to and updated to consider cumulative impacts better. 3. How can industry and neighborhoods co-exist? ▪ Can't. Move to outskirts clean up environment. ▪ Hire from the near neighborhoods. Have large space from each other. ▪ Clean industry with good paying jobs. Linkage fees. Community oversight commission. CBAs [community benefits agreements]. ▪ Clean energy. ▪ Only if there are better roads for transport of material. 4. How can the County help to correct environmental injustices in your community? ▪ Work on lifestyle. Giving underprivileged population a sense of power, self -determination, alternatives making good choices. ▪ Educate low-income areas: health care, habitats, increase awareness. ▪ Better warning systems at industrial facilities. Need technology for all. ▪ Discourage dirty industries and encourage clean jobs/sectors. ▪ Raise penalties for polluting, trashing roads, etc. and enforce it. 5. What types of environmental injustices are most prevalent in your community and in Contra Costa County as a whole? ▪ Refineries and dirty industries are located in our communities -- makes us sick! Envision Contra Costa 2040 Open House Summary Page 10 ▪ Proximity to toxic uses. ▪ Air quality. Traffic. Transportation largest polluting source. Location of highest pollution in poorest neighborhood. ▪ Noise pollution, road noise, loud motorcycles, leaf blowers leaving trash on the side of roads. Littering in general, by creeks, waterways. ▪ Access to good jobs, transportation, amenities, and safety. ▪ We must realize that we are part of the environment, not separate from it. 6. General comments ▪ More infill instead of sprawl. ▪ Increase accessory dwelling units. ▪ High density housing from Byron past airport. ▪ Public transit more accessible, user-friendly. ▪ Public transportation is lousy -- need better. ▪ Make bus more environmentally friendly -- Re-use by-products; do bus. In different, less polluting ways. ▪ Move on fr. automobiles -- consider hovercraft. ▪ Need more electric vehicle chargers. ▪ Consider using shunpike. ▪ Give Union Pacific money. ▪ Preserve agricultural heritage. ▪ Use garbage, don't put it in landfill. ▪ Consider materials in your home. ▪ Poor people don't have political power, hence large pollution sources. ▪ With the focus of development along the northern waterfront how do you make sure you don't further concentrate hazards/environmental risks on the populations that are already identified as at risk on the environmental health maps and correlate to DAC [disadvantaged communities] communities. ▪ The NWEDI [Northern Waterfront Economic Development Initiative] is a good opportunity to bring in clean industries to reverse the trend of contamination in environmental justice communities. We need a community oversight committee. Community concerned about displacement with cost of living. ▪ Role of industry, important to economy. ▪ Bring jobs to where people live. ▪ Bring housing to where jobs are. ▪ Use libraries to educate on environmental justice issues, opportunities. ▪ No 5G! ▪ Prioritize people over profits.* ▪ Visit at Rubicon (civil engineering). ▪ Disproportionate health impacts.* ▪ Look systematically. ▪ Safety, health, welfare of seniors. ▪ Fees and regulations -- potential for increases. Envision Contra Costa 2040 Open House Summary Page 11 Community Health 1. Do you have convenient access to a grocery store that sells fresh fruit and vegetables? How could access be improved? ▪ No, but farm stands are nearby. ▪ Yes, food access to farmers markets (East County). ▪ Support local farm stands/seasonally. ▪ Access to groceries in Oakley. ▪ Shuttle service to farm stands/or other shopping and services. ▪ Affordable farmers market -- especially in food deserts! ▪ It is a long drive but manageable a store east of Brentwood Boulevard, Main Street would help. ▪ E. Cypress corridor needs 1 grocery store. We do have wonderful, seasonal farm stands. 2. Do you have convenient access to hospitals and clinics? How could access be improved? ▪ Yes. ▪ No, hospitals closed in West County. ▪ No! Have had to take bus to the hospital. Must be close and easy to get to. ▪ Public transportation El Sobrante to Kaiser - Richmond and Pinole. ▪ We have Kaiser and John Muir but they are all in the western section of Antioch. 3. Does your community have the infrastructure and facilities necessary for active recreation (parks, open spaces, bike lanes, etc.)? If not, what is needed? ▪ No. Moraga needs a (SR) community center. ▪ Need community center in Knightsen. ▪ Good access to delta. Need protected bike lanes. ▪ Country roads conducive to biking. ▪ Need more bike lanes. ▪ No room for bikes on Hoffman Road. ▪ Where can we marry parklets within walking distance and amenities. Orchard good. ▪ Need water source (drinking). ▪ Improve sewer system. ▪ Bulb out in Downtown WC are a nice concept but eating or visiting big cards with exhaust is not healthy. 4. Should the County have a role in encouraging healthy lifestyles? If so, what should it be? ▪ Stay out of our business. ▪ Active transportation modes. Access to fresh food. Access to open space. GHG [greenhouse gas] mitigation/limit toxic industrial uses. ▪ Advertise trails and other activities. ▪ Protect open space, encourage outdoor discovery. Make our open space and parks attractive to everyone. Promote them. ▪ Education for low income, seniors. ▪ Expand services (water/sewer). Envision Contra Costa 2040 Open House Summary Page 12 5. What do you think are the most pressing health concerns in your community? ▪ Aging population.*** ▪ Want to know census info of age/Knightsen. ▪ Availability of sugar-filled foods and lack of walkable/bikeable infrastructure is the basis of our health problem. ▪ Work too many hours to recreate. ▪ Need safer/natural/organic pesticides in ag areas. ▪ Allergies. 6. Would you benefit from convenient access to a community garden? ▪ No. ▪ People have personal gardens. Close to Mn. Garden in Shadelands. ▪ We have farm stands opened from May – September. ▪ Yes for higher density areas (organic) (sustainable). ▪ Would be good for higher density neighborhood. 7. General comments ▪ County definitely has a role in promoting/encouraging health. ▪ Local services for seniors due to limited mobility. ▪ Consider seniors' specific issues regarding access. ▪ Prenatal care. ▪ Include mental/emotional/spiritual health should be included. ▪ Encourage hospitals. Make sure existing hospitals are funded. ▪ Hospital desert. Lack of access local. ▪ Water oriented activity/access. Ferry to Angel Island. ▪ Housing near jobs. ▪ Asthma caused by land uses. ▪ Trees being removed. ▪ Encourage community organizations that create cultures of health. Rich city rides, Sea scouts, urban tilth. ▪ Lack of food access. Economic Development 1. Are there particular areas in your community that need economic revitalization? ▪ East County! Use NWEDI [Northern Waterfront Economic Development Initiative] to develop good jobs for local people, esp. POC [people of color] and youth. ▪ Antioch -- agricultural places with shacks and little ag. ▪ Parchester, RumRill, and Brookside. ▪ Infill and preservation of historic sites. ▪ Gathering places. ▪ Refinery, row 4 refineries in the county. Doing a good job in Shadelands. Excited about trial plan on Lincoln Avenue. Envision Contra Costa 2040 Open House Summary Page 13 2. As the County attempts to revitalize older industrial areas, what types of businesses should the County aim to attract? Are there types that should be discouraged? ▪ Roofing companies, services for homes such as solar too. Alternative energy companies. Recycling companies. Desalinization plants. Discourage heavy manufacturing and anything that's a heavy pollutant. ▪ Clean energy jobs entrepreneurial jobs with support and access to shared office space/light industrial/food. No fossil fuel or toxic chemicals. ▪ Manufacturing. ▪ Tech. Not schools. ▪ Cannabis growing and sales. ▪ Sustainable industries, tourism (historical). ▪ Community-owned enterprises. ▪ Artists, artisans, entrepreneurs. ▪ Lofts, housing. ▪ Discourage low wage jobs in service sector and high -wealth tech jobs that won't offer jobs to existing communities. 3. Do the businesses in your community provide the services necessary to meet your daily needs? If not, what’s missing? ▪ Yes. ▪ Social hospitality. Attract tourism to Delta and farms. ▪ Social recreation. Business for 13-25 and 65+! ▪ Grocery stores, hospitality.* ▪ Workforce development -- funded by large enterprises!** ▪ Libraries are providing many new services -- remain open to new uses. County health services in dispersed sites. ▪ I'm a member of Kaiser. Some specialized care sends us to Antioch or in the future to the new Dublin hospital. How will we get this care as we age and have trouble getting there? ▪ PG&E upgraded service. ▪ Impact fees and linkage fees. ▪ Community benefits from large enterprises (e.g. North Richmond). 4. Within your community, is there an adequate range of employment opportunities? If not, what employment opportunities are missing? ▪ No. Hospitality org is low. Very little tech. ▪ No. Satellite offices of large corporations. Light manufacturing; farm to table restaurants. Wineries. Industrial agricultural hydroponic farms/farming. Solar recreation. ▪ 88% of workers in Brentwood commute out of Brentwood. Higher income jobs without our city is very important. ▪ Attract satellite offices of peninsula companies. Better use of Cal State East Bay College. ▪ More outreach/communication needed with training organizations like Richmond BUILD about existing options. ▪ Apprenticeships; job training -- including for youth, formerly incarcerated; good wage union jobs/jobs with growth opportunities. Envision Contra Costa 2040 Open House Summary Page 14 ▪ "Farm to fork" sustainability. Less chain restaurants and stores. More mom and pop. ▪ Cooperatives; loans for low-income people and POC [people of color] to open local businesses. ▪ Provide shuttle services to u-pick farms or other county amenities. ▪ Solar farms in outlying areas. 5. General comments ▪ In a 2040 plan, need to plan for the workforce and companies we want to have in a generation's time -- tech/coding skills, etc. in areas that may not have them now. ▪ Develop "clean" industrial jobs. ▪ Sustainable - equitable - one county. Satellite workplaces closer to their employees. Reasonable incentives to reduce congestions and improve quality of life. ▪ Put the jobs where the houses are. Put the houses where the jobs are. Remove the stress from the transportation network.** ▪ Improve jobs-housing balance in East County. ▪ Rehiring for existing jobs in communities like East County and West County: are we matching workforce with needed skills? (both over- and under-training) ▪ More grocery stores and hospitality (not in Knightsen, though). At Bethel Island. ▪ Almost NO hospitality right now -- tourism is not developed. Fishing, boating, historic areas of the Delta -- farms, wineries, etc. (need more). ▪ Downtown Byron needs retail and restaurants. ▪ High density housing from Byron to urban SJC [San Joaquin County] line, both sides of tracks. ▪ Allow solar farms on Class 3 soil. ▪ This is zoned for ag. But taxed as if city/urban. ▪ Preserve Brentwood urban limit line. ▪ No more 5-acres ranchettes. Wastes the land. ▪ Avoid greenfield development. Save our open space, ranches, and ag areas and put jobs near homes. ▪ $ per capita vs. household data? ▪ Are we tied into the ABAG Horizons effort? Safety and Resiliency 1. Is your community adequately served by emergency services such as fire protection, law enforcement, and ambulances? ▪ Yes, generally, but if a major disaster they would be inadequate. ▪ Yes, but in Moraga out fate is not totally under our control (shelter in place?). ▪ I'm concerned that we are unprepared to provide need medical attention without a hospita l. ▪ No! Emergency services will be inadequate in a major earthquake. Better to help people prepare prior. ▪ No, need fire, medical, ambulances, pretty well. ▪ No, on fire protection we need to do more to fund ECCFPD [East Contra Costa Fire Protection District]. Depending on amount of increase would support funding measures. ▪ No, need more funding for fire and emergency. Reopen our fire stations! ▪ No! Terrible emergency. Envision Contra Costa 2040 Open House Summary Page 15 ▪ No to fire protection and ambulances. 2. Is your community prepared to deal with the impacts of a natural disaster, such as an earthquake or fire? If not, what could be improved? ▪ Yes, MUFD, CERT [Community Emergency Response Team], MPD [Moraga Police Department], is taking good steps. ▪ Yes, Brentwood runs workshops on disaster response and coordination. However, need more fire and emergency services to cover territory. ▪ Unfortunately workshops on how to protect and manage after natural disasters should be available and advertised because we need more emergency stations/personnel out here. ▪ No flood insurance (too expensive). No hydrants. No emergency services. ▪ No!! Need increased assistance money for blott and bracle program. Fixing my house is $50K - $80K. Tax credits? Direct assistance? Afterwards will cost more. ▪ No! On B.I. no hydrants. Emergency access (esp. since new elementary school opening in July). Concerned about people on oxygen. ▪ Fire/medical/police overtaxed and spread out. Community emergency response team training for natural disasters. ▪ No -- earthquake. Need a high neighborhood group and more city info/resources - Orinda. Also, fire/wildlife -- no -- not prepared. ▪ No -- too few fire protection and emergency evacuation access. ▪ Don't spend any County money on any infrastructure currently below 10 feet of elevation. Let the sea reclaim its own. 3. What are the most important actions the County should take to reduce greenhouse gas emissions? ▪ Great increase electric public transit! Vehicles are 47% of countywide emissions! ▪ Public transportation! BART was years later to Antioch - to Brentwood? ▪ Provide alternatives to the automobile. Bike lanes on all public streets. More last mile transport to BART in East County and more BART stations in East County. ▪ More EV [electric vehicle] charging stations. Volkswagen settlement grants for EV and infrastructure. ▪ Electric vehicles will become the norm, electricity will be needed conveniently for vehicles. ▪ Widen roads for quicker overall travel times. Bring commuters closer to home with good jobs! ▪ Job development locally to reduce commutes and improve quality of life. ▪ Encourage industry and commercial upgrades. 4. What are the most important things the County should do to protect against climate change and disasters? ▪ Regional hazard approach needed. ▪ Encourage home owners of older homes to retrofit for earthquakes. Education and preparation and know your neighbors. ▪ Vegetation management to reduce fire danger. ▪ Gas emissions on our main routes, Vasco, and Highway 4. Envision Contra Costa 2040 Open House Summary Page 16 ▪ Improve transportation and public transit: BART and buses to get more cars off road. Promote more solar with incentives. ▪ Vote in good government people! (No Republicans.) ▪ Thinking about financial gain instead of living sustainably. 5. What is your greatest concern about how climate change might impact your community? ▪ Air quality! Sea level rise, and loss of species, native wild animals, etc. Habitat loss. ▪ Losing water. Losing ag land and parkland. ▪ Meeting water needs; fixing crumbling infrastructure from natural erosion. ▪ Fire higher temps increased disease. ▪ Get rid of refineries -- building climate resilient infrastructure. Clean toxic sites (make feds do it). 6. General comments ▪ What is the County's emergency alert system in the case of fire/earthquake/refinery explosion? Arnd are these alert systems coordinated -- mixed, cell phone alerts, email, land lines, etc.? ▪ Promote personal cell use alerts with a program called Everbridge (Nixle) -- can connect with local police alerts, accidents, missing persons, etc. ▪ Where are the major evacuation centers and routes to them and how are they publicized? Yes, focus on center because everyone will not be able to leave. ▪ Many places have only ONE escape route and the county makes promises but does nothing. ▪ Need more evacuation routes (especially schools). ▪ Escape routes? ▪ Better use of waterways for ferries and emergency escape; fire boats. ▪ Better use of train tracks in emergencies. ▪ How do people with mobility issue receive support in a catastrophic emergency? ▪ What is the plan for earthquake or other major disaster? Or big wildfire? ▪ Building too fast without regard for service levels. ▪ Pace development to reduce road use impacts and gas emissions .* RECOMMENDATION(S): 1. OPEN the public hearing; RECEIVE public comments and CLOSE the public hearing; and 2. CONSIDER all objections or protests to the CSA EM-1 Tentative Report; and 3. ADOPT the FY 2019/20 assessments for CSA EM-1 as set forth in the Tentative Report; and 4. ADOPT Resolution No. 2019/182, confirming the CSA EM-1 Tentative Report and the assessment set forth therein. FISCAL IMPACT: No General Fund impact. The proposed FY 2019/20 assessments for CSA EM-1 would generate total revenues of $234,877.19 for Zone A and $4,634,270.00 for Zone B, which is unchnaged from FY 2018/19. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Patricia Frost, 925-608-5454 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: June McHuen, Deputy cc: Marcy Wilhelm, Patricia Weisinger D. 5 To:Board of Supervisors From:Anna Roth, Health Services Director Date:June 18, 2019 Contra Costa County Subject:HEARING to consider Tentative Report on proposed assessment for Fiscal Year 2019/2020 in County Service Area EM-1 BACKGROUND: Revenues from the CSA EM-1 assessments are used to provide an enhanced countywide emergency medical service system as approved by the voters with the passage of Measure H in November 1988. Enhanced EMS services include additional staffed paramedic units to respond to 9-1-1 calls; support for firefighter EMS first responder programs, EMS communications and miscellaneous EMS enhancements. The basic assessment rates proposed are $3.94 per single-family residence or benefit unit for Zone A (San Ramon Valley) and $10.00 per single-family residence or benefit unit for Zone B (balance of county). The lower rate for Zone A reflects the fact that certain EMS enhancements are funded by other revenue sources in the San Ramon Valley area. The proposed FY 2019/20 rates are unchanged from the previous year. After confirmation of the Tentative Report a Final Report will be prepared in conformance with the official assessment roll for Fiscal Year 2019/20. The Final Report will then be presented to the Board of Supervisors for confirmation. That confirmation will constitute the levy of the assessment. CONSEQUENCE OF NEGATIVE ACTION: Failure to set the CSA EM-1 assessment rates prior to August 10, 2019, may result in the EM-1 assessments not being included in the property tax bills countywide. AGENDA ATTACHMENTS Resolution 2019/182 Report MINUTES ATTACHMENTS Signed Resolution No. 2019/182 THE BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY, CALIFORNIA and for Special Districts, Agencies and Authorities Governed by the Board Adopted this Resolution on 06/18/2019 by the following vote: AYE:5 John Gioia Candace Andersen Diane Burgis Karen Mitchoff Federal D. Glover NO: ABSENT: ABSTAIN: RECUSE: Resolution No. 2019/182 In The Matter Of: Confirmation of Tentative Report for County Service Area EM-1 (Emergency Medical Services) Fiscal Year 2019-20 and approval of Assessments. WHEREAS, County Service Area EM-1 has been established to provide enhanced emergency medical services as miscellaneous extended services pursuant to the County Service Area Law (Government Code Sections 25210.1 and following); WHEREAS, the Board, on June 18, 2019, held a public hearing and thereafter adopted Tentative Report for CSA EM-1, Fiscal Year 2019-20 has been filed with the Clerk of the Board pursuant to Ordinance Code Section 1012-2.602; WHEREAS, the Tentative Report sets forth proposed assessments for Zone A and Zone B, which have been established within CSA EM-1 to receive specified miscellaneous services; WHEREAS, notice of a Board hearing on the Tentative Report was published pursuant to Government Code Section 6066; and WHEREAS, at the public hearing, the Board afforded to every interested person an opportunity to protest or object to the Tentative Report, either in writing or orally, and the Board has considered each protest and objection; NOW, THEREFORE, BE IT RESOLVED that the Board of Supervisors hereby confirms the Tentative Report for CSA EM-1, Fiscal Year 2019-20, and the assessments identified therein for Fiscal Year 2019-2020. Contact: Patricia Frost, 925-608-5454 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: June McHuen, Deputy cc: Marcy Wilhelm, Patricia Weisinger - 1 - CONTRA COSTA HEALTH SERVICES Emergency Medical Services Agency May 3, 2019 County Service Area EM-1 (Zones A and B) Tentative Report Fiscal Year 2019-20 County Service Area EM-1 has been established to provide enhanced emergency medical services as a miscellaneous extended service within two designated zones: Zone A: Those parcels located within the territory of the San Ramon Valley Fire Protection District. Zone B: Those parcels located within Contra Costa County, but not within Zone A, above. ASSESSMENTS will be levied on each parcel based upon a formula using the following factors: BENEFIT UNIT: A number of BENEFIT UNITS has been assigned to each parcel based upon the Assessor's Use Code classification. For example, a single-family residence (Use Code 11) is assigned one BENEFIT UNIT. Parcels with other Use Code classifications are assigned a number of BENEFIT UNITS based upon the relative benefit from the miscellaneous extended services provided under CSA EM-1. Exhibit A is a Table of BENEFIT UNITS showing the number of BENEFIT UNITS assigned parcels for each Use Code classification. RATE: The RATE is the dollar amount of the ASSESSMENT levied per BENEFIT UNIT. Separate RATES have been established for each zone based upon the miscellaneous extended services to be provided within that zone. The formula for calculating the ASSESSMENT on each parcel is as follows: ASSESSMENT = BENEFIT UNITS x RATE Zone A The RATE which has been established for Zone A is: $3.94 per BENEFIT UNIT Exhibit B is the "Zone A - Table of Assessments," showing the ASSESSMENT established for each parcel according to its USE CODE. A description of each parcel and the USE CODE number assigned thereto is contained in Exhibit C. The total ASSESSMENTS for Zone A are $234,877.19 based upon 51,045 ASSESSED PARCELS. Zone B The RATE which has been established for Zone B is: $10.00 per BENEFIT UNIT Exhibit D is the "Zone B - Table of Assessments," showing the ASSESSMENT established for each parcel according to its USE CODE. A description of each parcel and the USE CODE number of assigned thereto is contained in Exhibit E. The total ASSESSMENTS for Zone B are $4,634,270.00 based upon 296,388 ASSESSED PARCELS. A - 1 Exhibit A COUNTY SERVICE AREA EM-1 (ZONES A AND B) Table of Benefit Units Benefit Use Units Code Description RESIDENTIAL: 0.0 10 Vacant, unbuildable 1.0 11 Single family, 1 residential on 1 Site and Duets w/o minor common areas 1.0 12 Single family, 1 residential on 2 or more sites 2.0 13 Single family, 2 or more residential on 1 or more sites 1.0 14 Single family on other than single family land 0.0 15 Miscellaneous improvements, 1or more site, incl. trees and vines 0.0 16 Single family attached residence, townhouse, and duets 0.0 17 Vacant, 1 site (includes PUD sites) 0.5 18 Vacant, 2 or more sites 1.0 19 Single family detached res. with major common area (pool, tennis, clubhouse, or other amenities), Cluster Homes MULTIPLE: 0.5 20 Vacant 2.0 21 Duplex 3.0 22 Triplex 4.0 23 Fourplex 3.0 24 Combinations, e.g. single and a double 5.0 25 Apartments, 5-12 units, inclusive 13.0 26 Apartments, 13-24 units, inclusive 25.0 27 Apartments, 25-59 units, inclusive 60.0 28 Apartments, 60 units or more 1.0 29 Condos, cooperatives (-1 Single Family) (-2 Rossmoor) COMMERCIAL: 0.5 30 Vacant 3.0 31 Commercial stores (not supermarkets) 3.0 32 Small grocery stores (7-11, mom and pop, quick-stop) 3.0 33 Office buildings 10.0 34 Medical, dental 3.0 35 Service stations; car washes; bulk plants; mini lube 3.0 36 Auto repair 3.0 37 Community facilities; recreational; swim pool association 3.0 38 Golf courses 3.0 39 Bowling alleys A - 2 COUNTY SERVICE AREA EM-1 (ZONES A AND B) Table of Benefit Units (Continued) Benefit Use Units Code Description COMMERCIAL 3.0 40 Boat Harbors 3.0 41 Supermarkets (not in shopping centers) 15.0 42 Shopping centers (all parcels include vacant for future shopping center) 3.0 43 Financial buildings (insurance and title companies, banks, savings and loans) 20.0 44 Motels, hotels, and mobile home parks 3.0 45 Theaters 3.0 46 Drive-in restaurants (hamburgers, taco, etc.) 3.0 47 Restaurants (not drive-in; inside service only) 3.0 48 Multiple and commercial; miscellaneously improved 3.0 49 New car auto agencies INDUSTRIAL: 0.5 50 Vacant Land 20.0 51 Industrial Park (with structures) 3.0 52 Research and Development, with or without structures 20.0 53 Light industrial 500.0 54 Heavy industrial 3.0 55 Mini-warehouse (public storage) 3.0 56 Miscellaneous improvements, including trees & vines on light or heavy industrial 0.0 57 (unassigned) 0.0 58 (unassigned) 0.0 59 Pipeline rights-of-way LAND: 0.0 60 (unassigned) 1.0 61 Rural, residential improved; 1 to 10 acres 1.0 62 Rural, with or without miscellaneous structures, 1 to 10 acres 1.0 63 Urban acreage, 10 to 40 acres 2.0 64 Urban acreage, more than 40 acres 1.0 65 Orchards, vineyards, row crops, irrigated pastures, 10 to 40 acres 2.0 66 Orchards, vineyards, row crops, irrigated pastures over 40 acres 1.0 67 Dry farming, grazing and pasturing, 10 to 40 acres 2.0 68 Dry farming, grazing and pasturing, over 40 acres 1.0 69 Agricultural preserves A - 3 COUNTY SERVICE AREA EM-1 (ZONES A AND B) Table of Benefit Units (Continued) Benefit Use Units Code Description INSTITUTIONAL: 50.0 70 Convalescent hospitals and rest homes 0.0 71 Churches 1.0 72 Schools & colleges, public or private, with or without improvements 100.0 73 Hospitals, with or without improvements 1.0 74 Cemeteries, mortuaries 1.0 75 Fraternal and service organizations, group homes, shelters 25.0 76 Retirement housing complex 0.0 77 Cultural uses (libraries, museums) 3.0 78 Parks and playgrounds 0.0 79 Government- owned, with or without buildings (federal, state, city, BART) MISCELLANEOUS: 0.0 80 Mineral rights (productive/nonproductive) 0.0 81 Private roads 3.0 82 Pipelines and canals 0.0 83 State board assessed parcels 1.0 84 Utilities, with or without buildings (not assessed by SBE) 1.0 85 Public and private parking 1.0 86 Taxable municipally- owned property 0.0 87 Common area parcels in PUD's (open spaces, recreational facilities) 0.0 88 Mobile home 0.0 89 Other, split parcels in different Tax Code Areas 1.0 99 Awaiting assignment B - 1 Exhibit B COUNTY SERVICE AREA EM-1 Zone A - Table of Assessments Use Benefit Zone A Code Units Rate Assessment 10 0.0 $3.94 $0.00 11 1.0 $3.94 $3.94 12 1.0 $3.94 $3.94 13 2.0 $3.94 $7.88 14 1.0 $3.94 $3.94 15 0.0 $3.94 $0.00 16 0.0 $3.94 $0.00 17 0.0 $3.94 $0.00 18 0.5 $3.94 $1.97 19 1.0 $3.94 $3.94 20 0.5 $3.94 $1.97 21 2.0 $3.94 $7.88 22 3.0 $3.94 $11.82 23 4.0 $3.94 $15.76 24 3.0 $3.94 $11.82 25 5.0 $3.94 $19.70 26 13.0 $3.94 $51.22 27 25.0 $3.94 $98.50 28 60.0 $3.94 $236.40 29 1.0 $3.94 $3.94 30 0.5 $3.94 $1.97 31 3.0 $3.94 $11.82 32 3.0 $3.94 $11.82 33 3.0 $3.94 $11.82 34 10.0 $3.94 $39.40 35 3.0 $3.94 $11.82 36 3.0 $3.94 $11.82 37 3.0 $3.94 $11.82 38 3.0 $3.94 $11.82 39 3.0 $3.94 $11.82 40 3.0 $3.94 $11.82 41 3.0 $3.94 $11.82 42 5.0 $3.94 $59.10 B - 2 COUNTY SERVICE AREA EM-1 Zone A- Table of Assessments (continued) Use Benefit Zone A Code Units Rate Assessment 43 3.0 $3.94 $11.82 44 0.0 $3.94 $78.80 45 3.0 $3.94 $11.82 46 3.0 $3.94 $11.82 47 3.0 $3.94 $11.82 48 3.0 $3.94 $11.82 49 3.0 $3.94 $11.82 50 0.5 $3.94 $1.97 51 0.0 $3.94 $78.80 52 3.0 $3.94 $11.82 53 0.0 $3.94 $78.80 54 500.0 $3.94 $1,970.00 55 3.0 $3.94 $11.82 56 3.0 $3.94 $11.82 57 0.0 $3.94 $0.00 58 0.0 $3.94 $0.00 59 0.0 $3.94 $0.00 60 0.0 $3.94 $0.00 61 1.0 $3.94 $3.94 62 1.0 $3.94 $3.94 63 1.0 $3.94 $3.94 64 2.0 $3.94 $7.88 65 1.0 $3.94 $3.94 66 2.0 $3.94 $7.88 67 1.0 $3.94 $3.94 68 2.0 $3.94 $7.88 69 1.0 $3.94 $3.94 70 50.0 $3.94 $197.00 71 0.0 $3.94 $0.00 72 1.0 $3.94 $3.94 73 100.0 $3.94 $394.00 74 1.0 $3.94 $3.94 75 1.0 $3.94 $3.94 B - 3 COUNTY SERVICE AREA EM-1 Zone A - Table of Assessments (continued) Use Benefit Zone A Code Units Rate Assessment 76 25.0 $3.94 $98.50 77 0.0 $3.94 $0.00 78 3.0 $3.94 $11.82 79 0.0 $3.94 $0.00 80 0.0 $3.94 $0.00 81 0.0 $3.94 $0.00 82 3.0 $3.94 $11.82 83 0.0 $3.94 $0.00 84 1.0 $3.94 $3.94 85 1.0 $3.94 $3.94 86 1.0 $3.94 $3.94 87 0.0 $3.94 $0.00 88 0.0 $3.94 $0.00 89 0.0 $3.94 $0.00 99 1.0 $3.94 $3.94 C - 1 Exhibit C COUNTY SERVICE AREA EM-1 Zone A - Parcel Descriptions, Use Codes, and Benefit Units On file at: Emergency Medical Services Agency 777 Arnold Drive, Suite 110, Martinez, CA 94553 D - 1 Exhibit D COUNTY SERVICE AREA EM-1 Zone B - Table of Assessments Use Benefit Zone B Code Units Rate Assessment 10 0.0 $10.00 $0.00 11 1.0 $10.00 $10.00 12 1.0 $10.00 $10.00 13 2.0 $10.00 $20.00 14 1.0 $10.00 $10.00 15 0.0 $10.00 $0.00 16 0.0 $10.00 $0.00 17 0.0 $10.00 $0.00 18 0.5 $10.00 $5.00 19 1.0 $10.00 $10.00 20 0.5 $10.00 $5.00 21 2.0 $10.00 $20.00 22 3.0 $10.00 $30.00 23 4.0 $10.00 $40.00 24 3.0 $10.00 $30.00 25 5.0 $10.00 $50.00 26 13.0 $10.00 $130.00 27 25.0 $10.00 $250.00 28 60.0 $10.00 $600.00 29 1.0 $10.00 $10.00 30 0.5 $10.00 $5.00 31 3.0 $10.00 $30.00 32 3.0 $10.00 $30.00 33 3.0 $10.00 $30.00 34 10.0 $10.00 $100.00 35 3.0 $10.00 $30.00 36 3.0 $10.00 $30.00 37 3.0 $10.00 $30.00 38 3.0 $10.00 $30.00 39 3.0 $10.00 $30.00 40 3.0 $10.00 $30.00 41 3.0 $10.00 $30.00 42 15.0 $10.00 $150.00 43 3.0 $10.00 $30.00 D - 2 COUNTY SERVICE AREA EM-1 Zone B - Table of Assessments (continued) Use Benefit Zone B Code Units Rate Assessment 44 20.0 $10.00 $200.00 45 3.0 $10.00 $30.00 46 3.0 $10.00 $30.00 47 3.0 $10.00 $30.00 48 3.0 $10.00 $30.00 49 3.0 $10.00 $30.00 50 0.5 $10.00 $5.00 51 20.0 $10.00 $200.00 52 3.0 $10.00 $30.00 53 20.0 $10.00 $200.00 54 500.0 $10.00 $5,000.00 55 3.0 $10.00 $30.00 56 3.0 $10.00 $30.00 57 0.0 $10.00 $0.00 58 0.0 $10.00 $0.00 59 0.0 $10.00 $0.00 60 0.0 $10.00 $0.00 61 1.0 $10.00 $10.00 62 1.0 $10.00 $10.00 63 1.0 $10.00 $10.00 64 2.0 $10.00 $20.00 65 1.0 $10.00 $10.00 66 2.0 $10.00 $20.00 67 1.0 $10.00 $10.00 68 2.0 $10.00 $20.00 69 1.0 $10.00 $10.00 70 50.0 $10.00 $500.00 71 0.0 $10.00 $0.00 72 1.0 $10.00 $10.00 73 100.0 $10.00 $1,000.00 74 1.0 $10.00 $10.00 75 1.0 $10.00 $10.00 76 25.0 $10.00 $250.00 D - 3 COUNTY SERVICE AREA EM-1 Zone B - Table of Assessments (continued) Use Benefit Zone B Code Units Rate Assessment 77 0.0 $10.00 $0.00 78 3.0 $10.00 $30.00 79 0.0 $10.00 $0.00 80 0.0 $10.00 $0.00 81 0.0 $10.00 $0.00 82 3.0 $10.00 $30.00 83 0.0 $10.00 $0.00 84 1.0 $10.00 $10.00 85 1.0 $10.00 $10.00 86 1.0 $10.00 $10.00 87 0.0 $10.00 $0.00 88 0.0 $10.00 $0.00 89 0.0 $10.00 $0.00 99 1.0 $10.00 $10.00 E - 1 Exhibit E COUNTY SERVICE AREA EM-1 Zone B - Parcel Descriptions, Use Codes, and Benefit Units On file at: Emergency Medical Services Agency 777 Arnold Drive, Suite 110, Martinez, CA 94553 RECOMMENDATION(S): 1. OPEN the public hearing on Resolution 2019/457; RECEIVE public comments, and CLOSE public hearing. 2. FIND that adoption of Resolution 2019/457 is not disputed and collection of assessments is necessary for the cities and unincorporated Contra Costa County (County) for the National Pollutant Discharge Elimination System (NPDES) program and drainage maintenance activities. 3. ADOPT Resolution 2019/457 approving the Stormwater Utility Assessments for Fiscal Year 2019–2020 for Stormwater Utility Areas No. 1 through 18, as recommended by the Chief Engineer, Flood Control and Water Conservation District. FISCAL IMPACT: The proposed assessments for Stormwater Utility Areas 1 through 18 will provide approximately $15,249,325 in funding for the cities and the County for the NPDES program and drainage maintenance activities. (100% Stormwater Utility Area Assessments) APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Michelle Cordis, (925) 313-2381 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: June McHuen, Deputy cc: Laura Strobel, County Administrator's Office, Bob Campbell, County Auditor–Controller, Dorothy Lim, County Auditor-Controller’s Office, Allison Knapp, Deputy Chief Engineer, Ave Brown, Environmental Services, Tim Jensen, Flood Control, Courtney Riddle, Contra Costa Clean Water Program, Michelle Cordis, Flood Control, Patrick Melgar, Flood Control, Catherine Windham, Flood Control D. 6 To:Contra Costa County Flood Control District Board of Supervisors From:Brian M. Balbas, Public Works Director/Chief Engineer Date:June 18, 2019 Contra Costa County Subject:Hearing to Adopt Resolution Approving the Stormwater Utility Assessments for Fiscal Year 2019–2020, Countywide. Project No. 4500-6X7041, CP# 95-37 BACKGROUND: The Contra Costa Clean Water Program consists of the County, its incorporated cities, and the Contra Costa County Flood Control and Water Conservation District (FC District) working collectively under a Joint Municipal Stormwater NPDES Permit issued by the State Regional Water Quality Control Board. This permit is federally mandated through the Clean Water Act, which was amended in 1987 to specifically address stormwater pollution. The current NPDES Permit, effective January 1, 2016, is in its fourth year of the five-year Municipal San Francisco Bay Region Municipal Regional Stormwater NPDES Permit (MRP 2.0) from the San Francisco Regional Water Quality Control Board. Public education on pollution prevention, trash assessments, inspection of construction sites, as well as commercial and industrial facilities, street sweeping, catch basin cleaning and other forms of drainage maintenance are examples of actions taken to meet permit requirements. An Annual Report is written each year to summarize accomplishments. The Contra Costa Clean Water Program is currently in its fourth year of the Joint Municipal Stormwater NPDES Permit MRP 2.0 issued by the San Francisco Regional Water Quality Control Board. The Joint Municipal Stormwater NPDES Permit issued by the Central Valley Regional Water Quality Control Board for the cities of Antioch, Brentwood, Oakley, and unincorporated East County began in September 2010. The permit includes, for each municipality, a Stormwater Management Plan outlining intended activities designed to reduce or eliminate pollutants from entering the storm drain system. The Regional Boards indicated the need for a restricted funding source to finance implementation costs. In order to meet this need, the County proposed legislation providing a financial option for municipalities to use through the FC District. The bill, AB 2768 (Campbell), was passed by the legislature and signed by Governor Pete Wilson on August 30, 1992. The legislation specifically allowed a municipality to request formation of a Stormwater Utility Area and an assessment to pay for implementation costs. The Board of Supervisors, acting as governing board of the FC District, provided public notice to all affected property owners before the establishment of the Stormwater Utility Areas on June 22, 1993, creating 17 Stormwater Utility Areas. This 1993 Board action also set the first-year assessment rates for each Stormwater Utility Area, as well as maximum rates. Assessments were collected for Fiscal Year 1993–1994 through 2000–2001. On May 9, 2000, the FC District separated the City of Oakley from Stormwater Utility Area 17. The City of Oakley was established as Stormwater Utility Area 18, at that time, and assessments were collected for Fiscal Year 2000–2001. The FC District does not collect this assessment for the cities of Richmond and Brentwood. Richmond and Brentwood collect their NPDES levy as a sewer fee. CONSEQUENCE OF NEGATIVE ACTION: If the proposed assessments for Fiscal Year 2019–2020 are not implemented, the program would have to be funded by the general funds of the cities and County to ensure compliance with NPDES permit requirements. AGENDA ATTACHMENTS Resolution No. 2019/457 MINUTES ATTACHMENTS Signed Resolution No. 2019/457 THE BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY, CALIFORNIA and for Special Districts, Agencies and Authorities Governed by the Board Adopted this Resolution on 06/18/2019 by the following vote: AYE:5 John Gioia Candace Andersen Diane Burgis Karen Mitchoff Federal D. Glover NO: ABSENT: ABSTAIN: RECUSE: Resolution No. 2019/457 In The Matter Of: Adoption of Stormwater Utility Assessments for Fiscal Year 2019–2020, for Stormwater Utility Areas No. 1 through 18, Countywide. Project No. 4500-6X7041, CP# 95-37 The Board of Supervisors of Contra Costa County, as the Governing Body of the Contra Costa County Flood Control and Water Conservation District, RESOLVES THAT; The Contra Costa County Flood Control and Water Conservation District Act, hereinafter referred to as Act, provides authority for said Governing Body to establish Stormwater Utility Areas and adopt ordinances and resolutions for Stormwater Utility Assessments; and This Board on June 22, 1993, established Stormwater Utility Areas 1 (Antioch), 2 (Clayton), 3 (Concord), 4 (Danville), 5 (El Cerrito), 6 (Hercules), 7 (Lafayette), 8 (Martinez), 9 (Moraga), 10 (Orinda), 11 (Pinole), 12 (Pittsburg), 13 (Pleasant Hill), 14 (San Pablo), 15 (San Ramon), 16 (Walnut Creek), 17 (Unincorporated County), and on May 9, 2000, established Stormwater Utility area 18 (Oakley). These areas consist of that real property located in the incorporated limits of the cities indicated and the unincorporated Contra Costa County; and On May 21, 2019, this Board set a public hearing to consider adoption of Stormwater Utility Assessments for Fiscal Year 2019–2020, for Stormwater Utility Areas No. 1 through No. 18; and On June 18, 2019, pursuant to the Board’s Resolution of May 21, 2019, this Board held a hearing to consider the proposed Stormwater Utility Assessments, and at that time, all written and oral objections presented concerning the proposed Stormwater Utility Assessments for Fiscal Year 2019–2020 were considered; and It appears from the affidavits of publication on file with this Board that all notices required to be given for such a hearing have been duly and regularly given and all procedures to be followed have been followed, all in accordance with Sections 11 and 12.8 of the Act and in accordance with the provisions of the Board’s Resolution of May 21, 2019; and This Board has received copies of resolutions approved by a majority of the members of the city councils, town councils, and Board of Supervisors representing the geographic areas of Stormwater Areas No. 1 through No. 18, and said resolutions request that this Board adopt the annual assessment rate denoted herein for their jurisdiction for Fiscal Year 2019–2020. This Board found that the adoption of Stormwater Utility Assessments and adjustments based on equivalent runoff units is not subject to the California Environmental Quality Act (CEQA) pursuant to Article 5, Section 15061(b)(3) of the CEQA guidelines on June 13, 1995. A Notice of Exemption was filed on June 14, 1995. This Board FINDS that the proposed assessment rate for each Stormwater Utility Area does not exceed the maximum annual assessment rate established for the area; and This Board, in accordance with Ordinance No. 93-47, ADOPTS by this resolution annual assessments for Fiscal Year 2019–2020 within Stormwater Utility Area No. 1 through No. 18 based on the following rates per ERU for each area. Stormwater Utility Area (SUA) and Assessment Rate per Equivalent Runoff Unit: SUA No. 1, Antioch–$25.00; SUA No. 2, Clayton–$29.00; SUA No. 3, Concord–$35.00; SUA No. 4, Danville–$30.00; SUA No. 5, El Cerrito–$38.00; SUA No. 6, Hercules–$35.00; SUA No. 7, Lafayette–$35.00; SUA No. 8, Martinez–$30.00; SUA No. 9, Moraga–$35.00; SUA No. 10, Orinda–$35.00; SUA No. 11, Pinole–$35.00; SUA No. 12, Pittsburg–$30.00; SUA No. 13, Pleasant Hill–$30.00; SUA No. 14, San Pablo–$45.00; SUA No. 15, San Ramon–$35.00; SUA No. 16, Walnut Creek–$35.00; SUA No. 17, Unincorporated County–$30.00; and SUA No. 18, Oakley–$30.00. This Board hereby DIRECTS the Chief Engineer, Flood Control and Water Conservation District, or designee, to file with the County Assessor and the County Auditor–Controller a list of the parcels subject to the assessment levied for Fiscal Year 2019–2020; and This Board hereby DIRECTS the Clerk of the Board to file with the County Assessor and the County Auditor–Controller a certified copy of this resolution. Contact: Michelle Cordis, (925) 313-2381 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: June McHuen, Deputy cc: Laura Strobel, County Administrator's Office, Bob Campbell, County Auditor–Controller, Dorothy Lim, County Auditor-Controller’s Office, Allison Knapp, Deputy Chief Engineer, Ave Brown, Environmental Services, Tim Jensen, Flood Control, Courtney Riddle, Contra Costa Clean Water Program, Michelle Cordis, Flood Control, Patrick Melgar, Flood Control, Catherine Windham, Flood Control RECOMMENDATION(S): OPEN the public hearing noticed, pursuant to Government Code Section 4217.12, on the Power Purchase and Storage Services Agreements (PPA)s with Solar Star Co Co 1, LLC. RECEIVE testimony, and CLOSE the public hearing. DETERMINE that the terms of the PPAs are in the best interest of the County. FIND that the anticipated cost to the County for electrical energy provided under the PPAs over twenty-five years ($21,350,614 total, based on an average output of 6,162,643 kWh per year) will be less than the marginal cost to the County of electrical energy that will be consumed by the County in the absence of those purchases, which cost is estimated to be approximately $16,497,946 higher. FIND that the above project is exempt from the California Environmental Quality Act CEQA Guidelines sections 15301 and 15303 and DIRECT the Conservation and Development Director, or designee, to file a Notice of Exemption with the County Clerk and DIRECT the Public Works Director, or designee, to arrange for the handling fees to the Department of Conservation and Development and the County Clerk for the filing of the Notice of Exemption. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Frank Di Massa, 925.957.2473 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: June McHuen, Deputy cc: D. 7 To:Board of Supervisors From:Brian M. Balbas, Public Works Director/Chief Engineer Date:June 18, 2019 Contra Costa County Subject:HEARING to consider approving ten Power Purchase Agreements with Solar Star Co Co 1, LLC RECOMMENDATION(S): (CONT'D) APPROVE and AUTHORIZE the Public Works Director, or designee, to execute ten Power Purchase Agreements with Solar Star Co Co 1, LLC in an amount of $20,097,031 for period of June 18, 2019 through June 18, 2044 for solar generated power, and $1,253,583 for the period June 18, 2019 through June 18, 2034 for energy storage system services. FISCAL IMPACT: Total estimated electricity cost savings from the agreements is $1,249,321 for the first five years and $16,497,946 for the twenty-five year term of the PPA. The estimated cost of executing and managing the PPA is $200,000 which is 100% General Fund. BACKGROUND: On July 10, 2018, the Board of Supervisors approved the Public Works Department’s Distributed Energy Resource (DER) Plan that calls for the installation of distributed energy resources to include: distributed renewable energy sources such as rooftop and parking lot canopy PV systems and energy storage systems (ESS) to optimally dispatch the stored solar power to reduce PG&E demand and energy charges. The PV and ESS systems will significantly reduce greenhouse gas emissions, a primary goal of the County’s Climate Action Plan and the State of California’ Global Warming Solutions Act of 2006 (AB32). The PPAs will allow the County to annually purchase an average of six million kWh of electricity from renewable self-generation, thereby reducing GHG emissions by 4,243 MTCO2e/year. Through the DER Plan, the Board authorized the Public Works Director to issue an RFQ to select a solar development partner, and through this process the County selected SunPower Corporation based in Richmond, California. The ten PPAs obligate the County to purchase electricity produced by SunPower’s PV systems for 25 years. There is no cost to the County for the installation of the PV systems and SunPower provides all operations and maintenance services to assure that the PV systems are up and running for the term of the contract. The electricity purchase price is set at a below-market rate in year one and the PPA rate remains the same throughout the contract period assuring a hedge on inflation. Under the terms of the PPAs, SunPower has agreed to participate County’s Construction Outreach program and to the sign the County’s Project Labor Agreement resulting in the utilization of local union labor and subcontractors for the installation of PV systems and energy storage systems at the following locations: Roof-Mounted Solar Installations 40 Muir Road, Martinez (DCD) 595 Center Avenue, Martinez (HSD) 597 Center Avenue, Martinez (HSD) 1000 Ward Street, Martinez (Martinez Detention Facility) 50 Douglas Drive, Martinez (Probation) Solar Parking Lot Canopy Installations 50 Douglas Drive, Martinez (Probation, HSD) 30 Douglas Drive, Martinez (Department of Information Technology) 595 Center Avenue, Martinez (HSD) 4545 Delta Fair Boulevard, Antioch (EHSD) 4549 Delta Fair Boulevard, Antioch (EHSD) 1305 MacDonald, Richmond (EHSD) 2350 Arnold Drive (Insurance and Risk Management) Energy Storage System Installations 1000 Ward Street, Martinez (Martinez Detention Facility) 595 Center Avenue, Martinez (HSD) 2350 Arnold Drive (Insurance and Risk Management) Buy-Out Provision Starting at year six of the PPAs, the County has the option to purchase any or all of the PV systems at a fixed or fair-market price whichever is higher, and thereafter pay no cost for the electricity produced by the purchased PV systems. This buy-out provision will enable the County to evaluate the benefits of ownership versus continuing with the PPA based on past performance, cost of ownership, and changes in electricity rates between the PPA and PG&E/MCE. Tree Removal Limited removal and or trimming of native and non-native landscape trees and shrubs will be necessary to install the parking area arrays and ensure the arrays are not shaded by vegetation. Potential tree removal includes approximately: four trees at 1305 MacDonald Ave, twenty-seven small parking lot trees at 50 Douglas Drive, six trees at 595 Center Avenue, nineteen trees at 4545 Delta Fair Boulevard, and seven trees at 4549 Delta Fair Boulevard. Permission from the City of Richmond will be obtained prior to tree removal at the 1305 MacDonald Avenue location. Energy Storage Systems (ESS) Energy Storage Systems will be installed at 1000 Ward Street, Martinez, 597 Center Avenue, Martinez and 2530 Arnold Avenue, Martinez. ESS are large lithium ion batteries that charge up with solar power in the morning and discharge throughout the day to keep peak power demand down thus reducing demand charges which often constitute a significant portion of the PG&E and MCE electricity bill. Further, beginning in November, 2019, the PG&E/MCE summer “peak” period, characterized by higher rates, will shift to later in the afternoon. Currently, in the summer, the highest demand (kW) and energy (kWh) charges occur from noon to six PM. Starting in November, 2019, the peak period will shift to 4PM through 9PM. This creates an energy arbitrage opportunity for stored solar energy which can be used to offset these expensive after-hours kilowatt-hours providing further cost savings. The storage systems are fully self-contained and will be installed outside of the buildings on a concrete pad with a footprint of 13.5’x11’ and enclosed within a chain-link fence with a lockable gate. Savings Guarantee Agreements Solar Star Co Co 1, LLC provides a Savings Guarantee associated with each of the three Energy Storage Systems. The Savings Guarantee has two components: a Guaranteed Demand Savings (associated with kW) and a Guaranteed Energy Savings (associated with kWh). The Guaranteed Demand Savings is a specific dollar amount calculated over a twelve billing cycle (a billing cycle is approximately one month) term. The Demand Savings Guarantee is determined by subtracting a calculated figure based on the cost the County would have paid for demand charges using historic demand data and current PG&E/MCE rates from the actual demand charges for the billing period. A similar approach is used to calculate the Guaranteed Energy Savings. The sum of the Demand and Energy comprises the full annual Guaranteed Savings amount. PV System Performance Guarantee The PV System Performance Guarantee is a way to assure that the PV systems are performing at the expected level and if they do not for any reason the County suffers no loss. The expected energy production from each system is determined through modeling. The PV System Performance Guarantee assures that every year the system will produce at least 90% of the expected energy and if it does not the County is paid the avoided energy price times the kWh deficit. Indemnification Under the PPAs, the County agrees to indemnify and defend Solar Star Co Co 1, LLC against (1) liens the County creates on the PV systems; (2) losses caused by County’s negligence or willful misconduct at the PV Sites; and (3) County’s breach of the PPAs. CONSEQUENCE OF NEGATIVE ACTION: The solar PV and ESS systems would not be installed and it would be more difficult to achieve a reduction in greenhouse gas emissions. Also, the County would lose the opportunity to achieve an average of $609,000 annual energy cost savings. ATTACHMENTS CEQA PPA with PV Only (30 Douglas) PPA with PV Only (1305 Macdonald) PPA with PV Only (4545 Delta) PPA with PV Only (4549 Delta) PPA with PV Only 30 Muir PPA with PV Only 50 Douglas PPA with PV Only 597 Center Ave PPA with Storage (2350 Arnold) PPA with Storage 595 Center PPA with Storage 1000 Ward St SGA 595 Center Ave SGA 1000 Ward St SGA 2530 Arnold FIGURE 1: Regional Location Map Site 1 Site 2 Site 3 Site 4 Site 5 Site 6 Site 7 Site 8 Site 9 and Site 10 FIGURE 2: Project Vicinity Map – Site 1 FIGURE 3: Project Vicinity Map – Sites 2 - 8 FIGURE 4: Project Vicinity Map – Sites 9 - 10 Project Layouts Project Layouts EXECUTION VERSION CONFIDENTIAL NOTE: 30 Douglas Dr, Martinez, CA 945533 POWER PURCHASE AGREEMENT Dated as of June 18, 2019 by and between Solar Star Co Co 1, LLC as Provider and Contra Costa County as Customer TABLE OF CONTENTS CONFIDENTIAL POWER PURCHASE AGREEMENT .................................................................................................... 1 RECITALS: ................................................................................................................................................ 1 AGREEMENT: .......................................................................................................................................... 1 1. Definitions. ..................................................................................................................................... 1 2. Purchase and Sale of Solar Services; License. ............................................................................ 5 2.1 Purchase and Sale of Solar Services. ..................................................................... 5 2.2 License. .................................................................................................................. 5 3. Design, Construction, Installation and Testing of System. ....................................................... 6 3.1 Installation.............................................................................................................. 6 3.2 Conditions Precedent to Commencement of Construction and Installation. ......... 7 3.3 Utility Approvals. .................................................................................................. 8 3.4 Energy Delivery. .................................................................................................... 8 3.5 Risk of Loss; Exclusive Control. ........................................................................... 8 3.6 Termination Values. ............................................................................................... 9 4. Operation and Maintenance of System. ...................................................................................... 9 4.1 O&M Work; Phone/Data Line. .............................................................................. 9 4.2 Malfunctions and Emergencies. ............................................................................. 9 4.3 Metering. .............................................................................................................. 10 4.4 Title to System. .................................................................................................... 10 4.5 Outages. ............................................................................................................... 11 4.6 Compliance with Utility Specifications. .............................................................. 11 5. Purchase of Solar Services. ........................................................................................................ 11 5.1 Purchase Requirement. ........................................................................................ 11 5.2 Environmental Attributes; Environmental Financial Incentives. ......................... 12 6. Price and Payment. ..................................................................................................................... 13 6.1 Price. .................................................................................................................... 13 6.2 Taxes. ................................................................................................................... 13 6.3 Billing and Payment. ............................................................................................ 13 7. General Covenants. ..................................................................................................................... 14 7.1 Provider’s Covenants. .......................................................................................... 14 7.2 Customer’s Covenants. ........................................................................................ 15 8. Insurance Requirements. ........................................................................................................... 16 8.1 Provider’s General Liability Insurance. ............................................................... 16 8.2 Customer’s Insurance. .......................................................................................... 17 9. Force Majeure Events. ................................................................................................................ 17 10. Term; Customer Options; Termination. .................................................................................. 18 10.1 Term. .................................................................................................................... 18 10.2 Customer Options Upon Cessation of Business Operations at Site. .................... 18 10.3 Customer Options Upon Expiration of Term. ...................................................... 19 10.4 Customer Purchase Options Prior to Expiration Date. ........................................ 19 10.5 Payment of Termination Value on Termination Date. ......................................... 20 10.6 Provider Termination. .......................................................................................... 20 11. Defaults. ....................................................................................................................................... 21 11.1 Customer Default. ................................................................................................ 21 11.2 Provider Default. .................................................................................................. 22 12. Remedies Following Default. ...................................................................................................... 23 12.1 Customer’s Remedies Upon Occurrence of a Provider Default. ......................... 23 12.2 Provider’s Remedies Upon Customer Default. .................................................... 23 12.3 No Consequential Damages. ................................................................................ 24 12.4 Effect of Termination of Agreement. ................................................................... 24 12.5 Limitation of Liability. ......................................................................................... 24 13. Indemnification. .......................................................................................................................... 24 13.1 Indemnification by Provider. ............................................................................... 24 13.2 Indemnification by Customer. ............................................................................. 25 13.3 Notice of Claims. ................................................................................................. 25 13.4 Defense of Action. ............................................................................................... 25 13.5 Survival of Provisions. ......................................................................................... 26 14. Miscellaneous Provisions. ........................................................................................................... 26 14.1 Notices. ................................................................................................................ 26 14.2 Authority. ............................................................................................................. 27 14.3 Assignment .......................................................................................................... 28 14.4 Successors and Assigns. ....................................................................................... 29 14.5 Entire Agreement. ................................................................................................ 29 14.6 Amendments to Agreement. ................................................................................ 30 14.7 Waivers; Approvals. ............................................................................................ 30 14.8 Partial Invalidity................................................................................................... 30 14.9 Execution in Counterparts. ................................................................................... 30 14.10 Governing Law; Jurisdiction; Forum. .................................................................. 30 14.11 Attorneys’ Fees. ................................................................................................... 31 14.12 No Third Party Rights. ......................................................................................... 31 14.13 Treatment of Additional Amounts. ...................................................................... 31 14.14 No Agency. .......................................................................................................... 31 14.15 No Public Utility. ................................................................................................. 32 14.16 No Recourse to Affiliates..................................................................................... 32 14.17 Cooperation with Financing. ................................................................................ 32 14.18 Setoff. 32 14.19 Service Contract. .................................................................................................. 32 15. Confidential Information. .......................................................................................................... 32 16. Estoppel Certificate. ................................................................................................................... 33 Exhibits, Schedules Exhibit A - System Design and Construction Exhibit B - Form of Financing Party Acknowledgment Exhibit C - Performance Guarantee Schedule A - Description of Site Schedule B - Description of System Schedule C - System Pricing Schedule D - Termination Values - 1 - POWER PURCHASE AGREEMENT This POWER PURCHASE AGREEMENT (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of June 18, 2019 (the “Effective Date”), is by and between Solar Star Co Co 1, LLC, a limited liability company formed under the laws of the State of Delaware (“Provider”), and Contra Costa County, a political subdivision of the State of California (“Customer”). RECITALS: WHEREAS, Customer leases or owns, directly or indirectly, facilities in that certain location in California as more fully described in Schedule A of the Appendices hereto (the “Site”); WHEREAS, Customer desires that Provider install, maintain and operate, and Provider desires to install, maintain and operate, the System (as hereinafter defined) to be located on the Site; and WHEREAS, Provider desires to sell, and Customer desires to purchase, (a) the Solar Services (as hereinafter defined), including the delivery of electrical energy generated by the System (the “Energy”) and (b) other services pursuant to the terms and conditions set forth herein. NOW THEREFORE, in consideration of the mutual promises set forth below, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: AGREEMENT: 1. Definitions. Unless otherwise defined herein: (a) capitalized terms used in this Agreement shall have the respective meanings set forth in this Section 1; (b) the singular shall include the plural and vice versa; (c) the word “including” shall mean “including, without limitation”, (d) references to “Sections,” “Exhibits,” “Appendices” and the like shall be to sections, exhibits, appendices, etc. of or to this Agreement; (e) the words “herein,” “hereof” and “hereunder” shall refer to this Agreement as a whole and not to any particular section or subsection hereof; and (f) references to this Agreement shall include a reference to all exhibits hereto, as the same may be amended, modified, supplemented or replaced from time to time. “Agreement” has the meaning set forth in the preamble. “Annual Rate Escalator” means the percentage set forth in Schedule C. “Applicable Law” shall mean, with respect to any Governmental Authority, any constitutional provision, law, statute, rule, regulation, ordinance, treaty, order, decree, judgment, decision, certificate, holding, injunction, registration, license, franchise, permit, authorization, guideline, governmental approval, consent or requirement of such 2 Governmental Authority, enforceable at law or in equity, along with the interpretation and administration thereof by any Governmental Authority. “Claim Notice” shall have the meaning set forth in Section 13.3. “Code” shall mean the Internal Revenue Code of 1986, as amended. “Commercial Operation Date” shall have the meaning set forth in Section 3.4. “Confidential Information” shall have the meaning set forth in Section 15. “Customer” shall have the meaning set forth in the preamble. “Customer Default” shall have the meaning set forth in Section 11.1. “Effective Date” shall have the meaning set forth in the preamble. “Energy” shall have the meaning set forth in the preamble. “Environmental Attributes” includes, without limitation, tradable renewable certificates, green-e tags, allowances, reductions or other transferable indicia denoting carbon offset credits or indicating generation of a particular quantity of energy from a renewable energy source by a renewable energy facility attributed to the Energy during the Term created under a renewable energy, emission reduction, or other reporting program adopted by a Governmental Authority, or for which a registry and a market exists (which, as of the Effective Date are certificates issued by Green-e in accordance with the Green-e Renewable Electric Certification Program, National Standard Version 1.3 administered by the Center of Resource Solutions) or for which a market may exist at a future time. “Environmental Financial Incentives” shall mean each of the following financial rebates and incentives that is in effect as of the Effective Date or may come into effect in the future: (i) performance-based incentives, rebates and any other incentive programs offered by or in the State of California (or any political subdivision thereof) under the federal government’s, any municipality’s, any utility’s or any other state’s program or initiative (including, if applicable, subsidies available under the Self Generation Incentive Program administered through the California Public Utilities Commission), incentive tax credits (including investment tax credits arising under the Code) other tax benefits or grants in lieu thereof (including without limitation the monetization of tax benefits), and accelerated depreciation (collectively, “Incentives”), howsoever named or referred to, with respect to any and all fuel, emissions, air quality, energy generation, or other environmental or energy characteristics, resulting from the construction, ownership or operation of the System or from the use of solar generation or the avoidance of the emission of any gas, chemical or other substance into the air, soil or water attributable to the sale of Energy generated by the System; and (ii) all reporting rights with respect to such Incentives. “Estimated Year 1 Production” shall mean the amount set forth in Schedule B to this Agreement. 3 “Expiration Date” shall have the meaning set forth in Section 10.1. “Fair Market Value” shall have the meaning set forth in Section 10.3.2. “Financing Party” means any third-party entity providing debt or equity financing to Provider (or any successor or assignee thereof) with respect to the System, including without limitation a party providing construction financing, a lessor in a sale -leaseback transaction, a partner in a partnership flip transaction, or a limited liability company member in a n equity sale transaction . “Force Majeure Event” shall mean, when used in connection with the performance of a Party’s obligations under this Agreement, any of the following events to the extent not caused by such Party or its agents or employees, which is not preventable by such Party as of the Effective Date: a) war, riot, acts of a public enemy or other civil disturbance; b) acts of God, including but not limited to, storms, floods, lightning, earthquakes, hailstorms, ice storms, tornados, typhoons, hurricanes, landslides, volcanic eruptions, range or forest fires, and objects striking the earth from space (such as meteorites), sabotage or destruction by a third party (other than any contractor retained by or on behalf of the Party) of facilities and equipment relating to the performance by the affected Party of its obligations under this Agreement; c) acts of federal, state or local government agencies, including changes in Applicable Law, that result in increasing Provider’s costs of construction and installation, or continuing operation, of the System by 15% or more; and d) strikes, walkouts, lockouts or similar industrial or labor actions or disputes. “Governmental Authority” shall mean any federal, state, regional, county, town, city, or municipal government, whether domestic or foreign, or any department, agency, bureau, or other administrative, regulatory or judicial body of any such government. “Indemnified Party” shall have the meaning set forth in Section 13.3. “Indemnifying Party” shall have the meaning set forth in Section 13.3. “Interconnection Point” shall have the meaning set forth in Section 3.5. “kWh Rate” shall have the meaning set forth in Section 6.1. “License” shall have the meaning set forth in Section 2. “Liens” shall have the meaning set forth in Section 7.1.3. “Meter” shall have the meaning set forth in Section 4.3.1. 4 “Monthly Period” shall mean the period commencing on the Commercial Operation Date and ending on the last day of the calendar month in which the Commercial Operation Date occurs, and, thereafter, all subsequent one (1) month periods during the Term. “Monthly Production” shall mean, for each Monthly Period, the amount of Energy delivered during such Monthly Period. “O&M Work” shall have the meaning set forth in Section 4.1.1. “Party” shall mean each of Customer and Provider (and/or any successor or permitted assignee thereof). “Person” shall mean any individual, corporation, partnership, company, limited liability company, joint venture, association, trust, unincorporated organization or Governmental Authority. “Provider” shall have the meaning set forth in the preamble (and includes its successor(s) and permitted assignee(s)). “Provider Default” shall have the meaning set forth in Section 11.2. “Renewal Rate” shall mean the fair market price for electricity generated by solar photovoltaic systems as determined by agreement of the Parties or through the appraisal process applicable to the purchase option contained in this Agreement. “Reporting Rights” means the right to report ownership of the Environmental Attributes or the Environmental Financial Incentives associated with the Energy to any federal, state, or local agency, authority or other party, including without limitation 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. “Scheduled Outage” shall have the meaning set forth in Section 4.5. “Site” has the meaning set forth in the first recital. “Solar Services” mean all solar services provided to Customer by Provider hereunder, including the provision of Energy. “Standards” shall have the meaning set forth in Section 3.1.1. “System” shall mean the solar photovoltaic system installed pursuant to this Agreement at the Site and more fully described in Schedule B hereto; provided, however, that the term “System” shall only include equipment and materials up to but not including the Interconnection Point of the System. “Term” shall have the meaning set forth in Section 10.1. “Termination Date” shall have the meaning set forth in Section 10.1. 5 “Termination Value” shall mean, on any date of determination (or, if such date is not a scheduled termination date, the scheduled termination date immediately preceding such date) the applicable amount specified for such date in Schedule D to this Agreement. “Transfer Taxes” shall have the meaning set forth in Section 6.2.1. 2. Purchase and Sale of Solar Services; License. 2.1 Purchase and Sale of Solar Services. Customer hereby engages Provider to provide the services set forth in this Agreement, including the Solar Services to Customer, and Provider agrees to provide the services set forth in this Agreement, including the Solar Services to Customer, all in accordance with the terms and conditions set forth herein. Customer shall provide Provider with access to the Site in accordance with the terms of this Agreement. Provider may retain one or more contractors or subcontractors to fulfill its obligations hereunder; provided that Provider shall remain liable for performance of its obligations hereunder 2.2 License. Customer hereby grants to Provider and to Provider’s agents, employees and subcontractors an irrevocable, non-exclusive license running with the Site for access to, on, over, under or across the Site (the “License”) for the purpose of (i) installing, constructing, operating, maintaining, accessing, removing and replacing the System; (ii) performing all of Provider’s obligations and enforcing all of Provider’s rights set forth in this Agreement; and (iii) installing, using and maintaining electric lines and equipment, including inverters and meters, necessary to interconnect the System to Customer’s electric system at the Site or to the utility’s electric distribution system or that otherwise may from time to time be useful or necessary in connection with the construction, installation, operation, maintenance, or repair of the System. The term of the License is the Term of this Agreement plus the period of time necessary for Provider to remove the System pursuant to Section 10.3.3, but in no case later than one hundred eighty (180) days after the Expiration Date with respect to the System (the “License Term”). During the License Term, Customer shall preserve and protect Provider’s rights under the License and Provider’s access to the Site and shall not interfere with or permit any third parties to interfere with Provider’s rights or access. Except for an emergency situation as described in Section 4.2.1(a) or (b) (an “Emergency Situation”), Provider shall notify Customer in writing, which may be made via email to Customer’s Energy Manager, 40 Muir Road, Martinez, CA 94553 (Frank.DiMassa@pw.cccounty.us), or to any other address Customer may designate in a written notice to Provider, forty-eight (48) hours before Provider intends to access the Site pursuant to the License. Notwithstanding that the License granted herein is irrevocable, Customer reserves the right to exclude Provider, its agents, employees and subcontractors from the Site in the event that Customer notifies Provider of a breach of the License and Provider fails to cure such breach pursuant to Section 11.2.1 of this Agreement; provided, however, that, Customer 6 agrees not to exclude Provider, its agents, employees and subcontractors from the Site (A) in the event of an Emergency Situation as described in Section 4.2 so long as Customer has been notified of such an Emergency Situation pursuant to Section 4.2 and (B) in the event that the System is to be removed pursuant to this Agreement. 3. Design, Construction, Installation and Testing of System. 3.1 Installation. Subject to Section 3.2, Provider will cause the System to be designed, engineered, installed and constructed at the Site substantially in accordance with the terms of this Agreement, including without limitation, the provisions of Exhibit A (System Design and Construction). Customer shall review and approve, such approval not to be unreasonably withheld or delayed, all construction plans, including engineering evaluations of the impact of the System on the structural integrity and strength of the location where the System is installed inside, on or near Customer’s buildings. Provider shall organize the procurement of all materials and equipment for the installation work and maintain the same at the Site. Subject to the terms of the License, Provider shall perform installation work at the Site during the times set forth in Exhibit A and Schedule B in a manner that minimizes inconvenience to and interference with Customer’s and Customer’s invitees’ and Customers’ use of the Site to the extent commercially practical. Notwithstanding the foregoing, in the event that Provider determines in its sole discretion that it is unable to install the System at the Site, it shall be under no obligation to do so, and this Agreement shall terminate and be of no further force and effect upon written notice from Provider to Customer to that effect. 3.1.1 System Design and Construction. Exhibit A (System Design and Construction) attached hereto sets forth the design, engineering and construction specifications for the System, as well as assumptions made by the Provider regarding the Site conditions, the electrical conditions, and System attributes (such assumptions being referred to herein as the “Standards”). Schedule B (Description of System) sets forth the known actual conditions for the Site and the System, including deviations from the Standards. The Standards are such that the described items for the System will not need repair, replacement, modification or construction beyond that described in Exhibit A and Schedule B in order for Provider to properly construct and install the System. If the construction and installation of the System is required for any reason (except for reasons attributable to Provider) to deviate from the Standards and Schedule B, Provider will notify the Customer and provide an estimate of any incremental cost to Customer and Customer will have the option to (i) pay the incremental cost at the time the cost is incurred and billed to the Customer, (ii) pay the incremental cost over the Term through a calculated increase in the kWh Rate, or (iii) elect an alternative location subject to the conditions of Section 3.1.2. 3.1.2 Alternative Location. Prior to the Commercial Operation Date, if the Customer’s interest in the Site is a leasehold interest and the Customer is unable to obtain t he landlord’s consent in accordance with the License or Customer chooses an alternative location per Section 3.1.1, Customer will have the option to elect an alternative location if Environmental 7 Attributes and Environmental Financial Incentives financially equivalent to or better than those associated with the original location are available for the alternative location, and if the expected System kWh output and construction cost at the alternative location are equivalent to or superior than those associated with the originally proposed location. Such alternative location is subject to Provider approval, not to be unreasonably withheld. If an alternative location cannot be established, Provider will have the right to terminate per Section 3.2. 3.2 Conditions Precedent to Commencement of Construction and Installation. 3.2.1 Commencement by the Provider of construction and installation activities with respect to the System are subject to the satisfaction of the following conditions precedent (in addition to the condition set forth in Section 3.3): (a) Provider shall have closed financing for construction and long-term ownership of the System and the Solar Services to be performed at the Site and, to the extent required pursuant to the applicable financing documentation, the third party financing institution providing such financing shall have been provided with the materials referred to in Section 14.17 and Section 16; (b) Provider shall have entered into the applicable contract(s) for construction and installation of the System, subject to the terms of the applicable financing, if any; (c) Provider shall have obtained the permits, licenses and other approvals required by Applicable Law to be obtained by Provider prior to such commencement; (d) Provider shall have received satisfactory notice that the applications for Environmental Financial Incentives for the System have been accepted and approved by the appropriate governing agency; and (e) Provider shall have received from Customer satisfactory evidence that the project—including the System, the License, and the work and Solar Services described in this Agreement—is exempt from the regulatory jurisdiction of local agencies (including zoning, building, and land-use requirements) or that all required local agency approvals and permits have been obtained. provided, however, that if any of the foregoing conditions precedent have not been satisfied on or before June 17, 2020 (the “CP Date”), Provider shall have the option to terminate this Agreement without triggering the default provisions of this Agreement or any liability under this Agreement, and if Provider does not terminate this Agreement one hundred eighty (180) days following the CP Date, Customer may terminate this Agreement without triggering the default provisions of this Agreement or any liability under this Agreement. 8 Alternatively, in the event that such conditions precedent are not satisfied by such date, the Parties may mutually agree to amend this Agreement to revise the Commercial Operation Date and term of this Agreement. 3.3 Utility Approvals. Notwithstanding that Provider shall have primary responsibility for preparing applications and obtaining all permits, licenses and approvals required for the performance of work under this Agreement, Customer agrees to reasonably assist Provider in obtaining necessary permits, licenses and approvals in connection with the installation, operation and maintenance of the System, including the submission of applications for interconnection of the System with the local electric utility. Customer shall not make any material changes to its electrical equipment at the Site after the date on which the applicable utility interconnection application is submitted unless any such changes, individually or in the aggregate, would not adversely affect the approval by such utility of such interconnection. Should the local electric utility fail to approve the interconnection of the System or require equipment in addition to the equipment set forth in Schedule B in connection with the Site, Provider may, at Provider’s option, terminate this Agreement immediately subsequent to notification from the local utility. The Parties shall not be obligated to go forward with installation of the System if the applicable utility approvals are conditioned upon material upgrades to the existing electrical infrastructure and neither Party elects to provide for such upgrades. Customer also agrees to assist Provider and make all necessary repairs or changes to the existing electrical infrastructure so that the Site and System are eligible for the Environmental Financial Incentives. 3.4 Energy Delivery. The date on which the delivery of Energy from the System commences (the “Commercial Operation Date”) shall be the date on which all of the following shall have occurred: (a) Provider shall have certified to Customer in writing that the System is substantially complete and available for commercial operation; (b) all permits and licenses required to be obtained under Applicable Law in connection with the operation of the System shall have been obtained and be in full force and effect; and (c) Customer shall have entered into an interconnection agreement with the local electricity utility. In no event shall Provider have any liability to Customer for a delay in the Commercial Operation Date caused by Customer, Customer’s electricity provider, a local agency issuing permits for the System or any other third parties outside of Provider’s control. 3.5 Risk of Loss; Exclusive Control. As between the Parties, Provider will be deemed to be in exclusive control (and responsible for any property damage or injuries to persons caused thereby) of the Energy up to but excluding the point where the System is interconnected to Customer’s electrical intertie; e.g., the Customer’s line-side tap (the “Interconnection Point”) and Customer will be deemed to be in exclusive control 9 (and responsible for any property damage or injuries to persons caused thereby) of the Energy at and from the Interconnection Point. Risk of loss related to the Energy will transfer from Provider to Customer at the Interconnection Point. 3.6 Termination Values. The Parties acknowledge and agree that the Termination Values with respect to the applicable System are as set forth in Schedule D of this Agreement. 4. Operation and Maintenance of System. 4.1 O&M Work; Phone/Data Line. 4.1.1 O&M Work. Provider shall provide operation, repair, monitoring and maintenance services to the System during the Term of this Agreement, including the monitoring and maintenance of metering equipment determining the quantity of electricity produced by the System (collectively, the “O&M Work”). Provider shall perform the O&M Work, either directly or indirectly through a subcontract with SunPower Corporation, Systems , an affiliate of Provider or through a third-party service provider capable of providing comparable services, provided that Provider remains responsible for all O&M Work notwithstanding any such subcontracting. Provider shall perform, or cause to be performed, the O&M Work to ensure that the System is capable of delivering the Energy in accordance with the specifications set forth in Schedule B. Provider shall use commercially reasonable efforts to enforce the terms of any contract for operations and maintenance services to which it is a party and System warranty agreements. 4.1.2 Phone/Data Line. Customer shall properly maintain, pay for and provide access to the necessary phone, computer, or other communication lines necessary to permit Provider to record the electrical output of the System for the entire Term. 4.2 Malfunctions and Emergencies. 4.2.1 Each of Customer and Provider shall notify the other within twenty- four (24) hours following the discovery by it of (a) any material malfunction in the operation of the System, (b) an interruption in the supply of Solar Services. Provider and Customer shall each designate personnel and establish procedures such that each Party may provide notice of such conditions requiring Provider’s repair or alteration at all times, twenty-four (24) hours per day, including weekends and holidays. Each Party shall notify the other Party immediately upon the discovery of an emergency condition in the System. 4.2.2 Provider shall commence repairs to the malfunctioning System and restore the supply of the Energy, as soon as reasonably possible after notice or upon its own discovery of any of the conditions specified in Section 4.2.1 during normal business hours and, subject to Section 2, take steps to mobilize personnel to commence repairs after notice or discovery of a condition requiring repair or other corrective action. If an emergency condition exists, Provider shall dispatch the appropriate personnel immediately upon becoming aware thereof to perform the necessary repairs or corrective action in an expeditious and safe manner. For routine and emergency repairs, the Parties shall contact the persons set forth below: 10 If to Provider: Wayne Webb, Senior Manager, Operations & Maintenance 2900 Esperanza Crossing, 2nd Floor Austin, TX 78759 (510) 439 – 4663 or (800) 251-9728 Wayne.Webb@sunpowercorp.com with a copy to: customer.service@sunpower.com 4.3 Metering. 4.3.1 Meters. For the term of this Agreement, Provider shall install and maintain a utility-grade kilowatt-hour (“kWh”) meter (the “Meter”) at the System for the measurement of Energy provided to Customer, which shall measure the kWh output of the System on a continuous basis. Upon Customer’s written request, Provider shall furnish a copy of all technical specifications and accuracy calibrations for the Meter, as well as all metering data and energy production and consumption calculations. Provider shall test the Meter in compliance with manufacturer’s recommendations. 4.3.2 Customer Audits and Inspections. Once per calendar year, Customer shall have the right to audit all Meter data upon reasonable notice, and any such audit shall be at Customer’s sole cost. Customer shall have a right of access to the Meter at reasonable times and with reasonable prior notice for the purpose of verifying readings and calibrations. 4.3.3 Adjustments. If testing of the Meter pursuant to Section 4.3.1 or Section 4.3.2 indicates that the Meter is in error by more than two percent (2%), then Provider shall promptly repair or replace the Meter. If the Meter is found to be in error by more than two percent (2%), Provider shall make a corresponding adjustment to the records of the amount of Energy 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. 4.3.4 Disputes. Any dispute arising out of the reading or calibration of the Meter shall be resolved in accordance with the procedures set forth in Section 6.3.2. 4.4 Title to System. Provider, or Provider’s permitted assigns with respect to the System, shall at all times retain title to and be the legal and beneficial owner of the System, including the right to any tax credits available under federal or state law, and the System shall remain the property of Provider or Provider’s assigns. The System shall remain the personal property of Provider or Provider’s assigns and shall not attach to or be deemed a part of, or fixture to, the Site. It is the Parties’ intention that t he System shall at all times retain the legal status of personal property . Provider shall be entitled to, and is hereby authorized to, file one or more precautionary Uniform Commercial Code financing statements with the California Secretary of State with 11 respect to the System in order to protect its rights in the System, provided that no such UCC financing statement shall name Customer as the debtor. The System shall be clearly marked and identified as being the property of the Provider or Provider’s assigns. The Parties intend that neither Customer nor any party related to Customer shall acquire the right to operate the System or be deemed to operate the System. 4.5 Outages. Customer shall be permitted two (2) twenty-four (24) consecutive hour days during which the System may be offline (each, a “Scheduled Outage”) per calendar year during the Term, during which days Customer shall not be obligated to accept, and if not accepted, pay for the Energy; provided, however, that Customer shall have notified Provider in writing of each such Scheduled Outage at least forty-eight (48) hours in advance of the commencement of such Scheduled Outage. In the event that Scheduled Outages at the Site exceed two (2) days per calendar year for a reason other than a Force Majeure Event, and for all unscheduled outages, Provider shall reasonably estimate the amount of Energy that would have been delivered to Customer during each hour of such excess Scheduled Outages or unscheduled outages and shall invoice Customer for such amount, which shall be payable in accordance with Section 6.3. Additionally, as set forth in Exhibit C (Performance Guarantee), Provider shall be relieved of any failure to meet the Performance Guarantee due to any Scheduled Outage or unscheduled outage. 4.6 Compliance with Utility Specifications. Provider shall ensure that the operation of the System and all Energy generated by the System conform to applicable utility specifications for energy being generated and delivered to the Site’s electric distribution system, which shall include the installation of proper power conditioning and safety equipment, submittal of necessary specifications, coordination of utility testing and verification, and all related costs. 5. Purchase of Solar Services. 5.1 Purchase Requirement. Customer agrees to purchase one hundred percent (100%) of the Energy delivered by the System during the Term of this Agreement. While the Solar Services are calculated and billed on the basis of kWh of Energy as set forth in Section 6.1, Customer acknowledges and agrees that such Solar Services represent a package of services including the production and supply of electrical energy output from the System, together with any other services associated with solar energy production that Provider may provide to Customer. The payment for Solar Services (expressed in $/kWh) is calculated to include all of the above services. Neither Party may claim that by this Agreement Provider is an electric utility subject to regulati on as an electric utility or subject to regulated electricity rates. Provider shall not claim to be providing electric utility services to Customer and shall not interfere with Customer’s ability to select an electric utility provider except that, to the extent 12 Customer has a choice in selecting an electric utility provider or electricity provider, Customer shall not select an electric utility provider or electricity provider that requires, as part of their conditions for service, removal or discontinued operation of the System or the sales of Energy hereunder. 5.2 Environmental Attributes; Environmental Financial Incentives. 5.2.1 Environmental Attributes. All Environmental Attributes and associated Reporting Rights available in connection with the System are retained and owned by Customer or its assignee. Provider shall take all reasonable measures to assist Customer in obtaining all Environmental Attributes currently available or subsequently made available in connection with the System. At Customer’s request and expense, Provider shall execute all such documents and instruments reasonably necessary or desirable to effect or evidence Customer’s or its assignee right, title and interest in and to the Environmental Attributes. If the standards used to qualify the Environmental Attributes to which Customer is entitled under this Agreement are changed or modified, Provider shall, at Customer’s request and expense, use all reasonable efforts to cause the Environmental Attributes to comply with new standards as changed or modified. If Provider fails to act in good faith in completing documentation or taking actions reasonably requested by Customer, and such failure results in the loss of an Environmental Attribute that would otherwise be available, Provider shall reimburse Customer for the full amount of such lost Environmental Attribute. 5.2.2 Environmental Financial Incentives. All Environmental Financial Incentives and associated Reporting Rights available in connection with the System are retained and owned by Provider or its assignee. Customer shall take all reasonable measures to assist Provider in obtaining all Environmental Financial Incentives currently available or subsequently made available in connection with the System. At Provider’s request and expense, Customer shall execute all such documents and instruments reasonably necessary or desirable to effect or evidence Provider’s or its assignee right, title and interest in and to the Environmental Financial Incentives. If the standards used to qualify the Environmental Financial Incentives to which Provider is entitled under this Agreement are changed or modified, Customer shall, at Provider’s request and expense, use all reasonable efforts to cause the Environmental Financial Incentives to comply with new standards as changed or modified. If Customer fails to act in good faith in completing documentation or taking actions reasonably requested by Provider, and such failure results in the loss of an Environmental Financial Incentive that would otherwise be available, Customer shall reimburse Provider for the full amount of such lost Environmental Financial Incentive. 5.2.3 Customer shall not take any action or suffer any omission that would have the effect of impairing the value to the Provider of the Environmental Attributes or Environmental Financial Incentives. 5.2.4 Provider or its assignee will at all times retain all tax credits and related tax benefits (including depreciation) associated with the System. 13 6. Price and Payment. 6.1 Price. Customer shall pay Provider for the Energy provided pursuant to the terms of this Agreement at the rate per kWh (the “kWh Rate”) set forth in Schedule C for the Term of this Agreement, plus any adjustments required pursuant to Section 3.1.1, plus any additional amount required pursuant to Section 6.2. Notwithstanding the foregoing, in the event that Customer elects to renew this Agreement pursuant Section 10.3.1, Customer shall pay the Renewal Rate for Energy delivered during such renewal period. 6.2 Taxes. 6.2.1 Customer Taxes. Provider shall invoice Customer for, and Customer shall pay all sales, use, excise, ad valorem, transfer and other similar taxes (“Transfer Taxes”), but excluding in all events taxes based on or measured by net income, that are imposed by any taxing authority arising out of or with respect to the purchase or sale of the Solar Services (regardless of whether such Transfer Taxes are imposed on Provider or Customer), together with any interest, penalties or additions to tax payable with respect to such Transfer Taxes, unless such interest, penalties or additions to tax payable with respect to such Transfer Taxes are due to Provider’s failure to timely remit any such Transfer Taxes or to file any returns required by the appropriate taxing authority, and Provider shall indemnify and hold Customer harmless in such excepted cases. If Customer shall be required to by law to withhold or deduct any Transfer Taxes or other taxes imposed by any jurisdiction or any political subdivision from or in respect of any sum payable hereunder, the sum payable shall be increased as may be necessary so that, after taking all required deductions, Provider shall have received an amount equal to the sum it would have received had no such deductions been made. Provider will pay any ad valorem property tax imposed on the System by any taxing authority. 6.2.2 Provider Taxes. Provider will pay and hold harmless Customer from any sales or use tax imposed upon Customer arising from this Agreement, other than as set forth in the preceding Section 6.2.1, including but not limited to Provider's manufacture, installation and acquisition of the System. Provider will pay and hold harmless Customer from property tax, if any, assessed on (i) Provider’s use of the portion of the Site on which the System is installed, to the extent prescribed in the License; (ii) the System or Provider’s ownership, installation or use thereof; or (iii) any other aspect of this Agreement. Notwithstanding the foregoing, Customer shall pay and hold harmless Provider from sales and use taxes, if any, arising upon the transfer, if any, of both legal and beneficial ownership of the System to Customer pursuant to this Agreement. 6.3 Billing and Payment. Billing and payment for the Solar Services sold and purchased under this Agreement and any other amounts due and payable hereunder shall occur as follows: 14 6.3.1 Payments. Subject to adjustment in accordance with the following sentences of this Section 6.3.1, Customer shall pay to Provider for each Monthly Period during the Term within thirty (30) days after receipt of any invoice a payment for the Energy delivered by the System during each such Monthly Period equal to the product of (a) Monthly Production for the System for the relevant month multiplied by (b) the then applicable kWh Rate. Customer payments under Sections 6.3.1, above, shall be made by check to: Solar Star Co Co 1, LLC Attn: Commercial Asset Management Group c/o SunPower Capital Services, LLC 2900 Esperanza Crossing Austin, TX 78758 Payment may also be made by wire transfer of immediately available funds upon receipt of specific instructions by Provider. Upon receipt of written direction and instructions from Provider and Provider’s Financing Party, all payments to be made by the Customer to the Provider under this Agreement shall be made directly to the Provider’s Financing Party or its agent designated in a writing addressed to Customer from time to time. 6.3.2 Invoice Errors. Within thirty (30) days after receipt of any invoice, Customer may provide written notice to Provider of any alleged error therein (including any error resulting from Meter adjustments pursuant to Section 4.3.3). Customer shall pay all undisputed amounts, including the undisputed portion of any invoice, in accordance with the instructions set forth for payment under Section 6.3.1. If Provider notifies Customer in writing within thirty (30) days of receipt of such notice that Provider disagrees with the allegation of error in the invoice, the Parties shall meet, by telephone conference call or otherwise, within ten (10) days of Customer’s response for the purpose of attempting to resolve the dispute. 6.3.3 Late Payments. All payments hereunder shall be made without setoff or deduction. Any payment not made within the time limits specified in Section 6.3.1 shall bear interest from the date on which such payment was required to have been made through and including the date on which such payment is actually received by the Provider. Such interest shall accrue at a monthly rate equal to the lesser of the then prevailing prime rate of interest as published in The Wall Street Journal or the maximum interest rate permitted by Applicable Law. 7. General Covenants. 7.1 Provider’s Covenants. Provider covenants and agrees as follows: 7.1.1 Permits and Approvals. While performing this Agreement, Provider shall obtain and maintain all approvals, consents, licenses and permits from relevant Governmental Authorities, utility personnel, and (to the extent known to Provider) the Site’s owners, if Customer is not the owner of the Site, and other agreements and consents required to be obtained and maintained by Provider and to enable Provider to perform such work. Provider shall deliver copies of all permits and approvals obtained pursuant to this Section to Customer. 15 7.1.2 Health and Safety. Provider shall take all reasonably necessary safety precautions in performing this Agreement and shall comply in all material respects with all Applicable Laws pertaining to the safety of persons and real and personal property. 7.1.3 Removal of Liens. Provider shall not directly or indirectly cause, create, incur, assume or suffer to exist any mortgage, pledge, lien (including mechanics’, laborers’ or materialmen’s liens), charge, security interest, encumbrance or claim of any nature (“Liens”) on or with respect to the Site or any interest therein; provided that this Section 7.1.3 shall not limit Liens on the System. If Provider breaches its obligations under this Section, it shall immediately notify Customer in writing, shall promptly cause such Lien to be discharged and released of record without cost to Customer, and shall defend and indemnify Customer against all costs and expenses (including reasonable attorneys’ fees and court costs at trial and on appeal) incurred in discharging and releasing such Lien. 7.1.4 Provider Records. Provider shall keep complete and accurate records of its operations hereunder and shall maintain such data as may be necessary to determine with reasonable accuracy any item relevant to this Agreement. Customer has the right to examine all such records insofar as may be necessary for the purpose of ascertaining the reasonableness and accuracy of any statements of costs relating to transactions hereunder. 7.2 Customer’s Covenants. Customer covenants and agrees as follows: 7.2.1 Health and Safety. Customer shall at all times maintain the areas of the Site consistent with all Applicable Laws pertaining to the health and safety of persons and property. 7.2.2 Security. Customer shall provide and take reasonable measures for security of the System, including commercially reasonable monitoring of the Site’s alarms, if any. 7.2.3 Notice of Damage. Customer shall promptly notify Provider of any matters of which it becomes aware pertaining to any damage to or loss of the use of the System or that could reasonably be expected to adversely affect the System. 7.2.4 Liens. Customer shall not directly or indirectly cause, create, incur, assume or suffer to exist any Liens on or with respect to the System or any interest therein. Customer also shall pay promptly any taxes, charges or fees of whatever type of any relevant Governmental Authority for which Customer is responsible under Section 6.2 before a fine or penalty may attach to the System. If Customer breaches its obligations under this Section, it shall immediately notify Provider in writing, and shall promptly cause such Lien on or with respect to the System (including if such arises in favor of any third party claiming through Customer, such as a lender, mortgagee or encumbrancer of real property) to be removed, discharged and released of record without cost to Provider, and shall defend, indemnify and hold Provider harmless against all costs and expenses (including reasonable attorneys’ fees and court costs at trial and on appeal) incurred in removing, discharging and releasing such Lien. 16 7.2.5 Consents and Approvals. Customer shall obtain and maintain, and secure and deliver to Provider copies of, all consents, approvals, permits, licenses, and authorizations (or evidence that the project—including the System, and the work and Solar Services described in this Agreement—is exempt from the regulatory jurisdiction of local agencies (including zoning, building, and land-use requirements) or that all required local agency approvals and permits have been obtained) relating to the performance of Customer’s obligations and the rights granted by Customer hereunder, and that are required by the terms, conditions or provisions of any restriction or any agreement or instrument or statute to which Customer is a party or by which Customer is bound, including completing applications for interconnection with Customer’s local electric utility. Customer shall use best efforts to assist Provider in fulfilling Provider’s responsibilities under Section 7.1.1. In addition, as a condition precedent to the effectiveness of this Agreement, Customer covenants that it has obtained all discretionary and other approvals required in connection with the project from its governing board and all applicable Government Authorities and that such board or Governmental Authority complied with the California Environmental Quality Act; or, if no other discretionary approvals were required, such board or Governmental Authority approved this Agreement before it was executed. 7.2.6 Maintenance of Interconnection. Customer shall ensure that all of the facilities to which the Energy is delivered hereunder remain interconnected to the electrical grid during the entire Term, except as permitted under Section 4.5 and Section 9. 7.2.7 Solar Access. Customer shall ensure that the System remains free of overshadowing or other blocked access to sunlight during the Term, and it is acknowledged and agreed by the Parties that the foregoing is a material obligation of the Customer for the purposes of this Agreement. Customer will use best efforts to secure a solar easement for the Site to prevent other buildings, structures or flora from overshadowing or otherwise blocking access of the sunlight to the System. Provider shall provide assistance to Customer in seeking a solar easement; however, Customer shall bear all costs and expenses related to obtaining any such easement. 7.2.8 Customer Records. Customer shall keep complete and accurate records of its operations hereunder and shall maintain such data as may be necessary to determine with reasonable accuracy any item relevant to this Agreement. Provider shall have the right to examine all such records insofar as may be necessary for the purpose of ascertaining the reasonableness and accuracy of any statements of costs relating to transactions hereunder. 8. Insurance Requirements. 8.1 Provider’s General Liability Insurance. Provider shall maintain , at its sole expense, commercial general liability insurance, including products and completed operations and personal injury insurance, in a minimum amount of one million dollars ($1,000,000) per occurrence and in the aggregate, endorsed to provide contractual liability in said amount, specifically covering Provider’s obligations under this Agreement and naming Customer as an additional insured. The minimum coverage amount of $1,000,000 per occurrence and in the aggregate may be satisfied by a combination of a general liability policy and an excess/umbrella liability policy. Provider, if it has employees, shall also maintain at all times during the term of 17 this Agreement workers’ compensation insurance coverage in accordance with the applicable requirements of f ederal and state law. Within thirty (30) days after execution of this Agreement and upon Customer’s request annually thereafter, Provider shall deliver to Customer certificates of insurance evidencing such coverage, which shall specify that Customer shall be given at least thirty (30) days’ prior written notice by the applicable insurer in the event of any material modification, cancellation or termination of coverage, except ten (10) days for non- payment of premium. Such insurance shall be primary coverage without right of contribution from any insurance of Customer. 8.2 Customer’s Insurance. Customer shall provide and maintain “all-risk” property insurance covering the buildings on which the System is located during all periods (construction and operation) that Provider is the beneficial owner of the System, and naming Provider or its assignee as the loss payee. The System shall be insured for not less than its Termination Value. All such policies shall be with financially sound and reputable insurance comp anies that have an (i) A.M. Best rating of A+ and a financial strength category of “XII” or higher, (ii) a Standard & Poor’s financial strength rating of A+ or higher, or (iii) are otherwise reasonably satisfactory to the Provider or its assignee; and such policies shall be on terms that are reasonably satisfactory to the Provider or its assignee. Within thirty (30) days after execution of this Agreement and upon Provider’s request annually thereafter, Customer shall deliver to Provider certificates of ins urance evidencing such coverage, which shall specify that Provider shall be given at least thirty (30) days’ prior written notice (10 days’ notice for cancellation due to nonpayment of premiums) by the applicable insurer in the event of any material modifi cation, cancellation or termination of coverage. Such insurance shall be primary coverage without right of contribution from any insurance of Provider. Notwithstanding the foregoing, Customer shall be entitled to self - insure all of its insurance requireme nts under this Agreement . 9. Force Majeure Events. If either Party is prevented from or delayed in performing any of its obligations under this Agreement by reason of a Force Majeure Event, such Party shall notify the other Party in writing as soon as practicable after the onset of such Force Majeure Event and shall be excused from the performance of its obligations under this Agreement to the extent that such Force Majeure Event interferes with such performance. The Party whose performance under this Agreement is prevented or delayed as the result of a Force Majeure Event shall use reasonable efforts to remedy its inability to perform. If a Party’s failure to perform its obligations under this Agreement is due to a Force Majeure Event, then such failure shall not be deemed a Provider Default or a Customer Default, as the case may be. In case a Force Majeure Event continues for at least one (1) year with respect to the System, then either Party may terminate this Agreement by written notice to the other. 18 10. Term; Customer Options; Termination. 10.1 Term. The term of this Agreement shall commence on the Effective Date and shall expire on the date that is twenty-five (25) years after the Commercial Operation Date (the “Expiration Date”), unless and until terminated earlier pursuant to Sections 3.1, 3.2, 3.3, 9, 10.2.3, 10.6 or 12 (the date of any such termination, the “Termination Date”, and the “Term” being such period of time commencing on the Effective Date and ending on the earlier of (i) the Termination Date, and (ii) the Expiration Date). 10.2 Customer Options Upon Cessation of Business Operations at Site. If, prior to the end of the Term, Customer ceases to conduct business operations at the Site, vacates the Site, or is prevented from allowing operation of the System on the Site: 10.2.1 Substitute Site. So long as Customer’s exercise of its rights under this Section 10.2.1 does not impair or reduce any Environmental Financial Incentives that may be available to the Provider, or otherwise have an adverse tax effect on Provider, or in the Provider’s sole discretion and determination, impair Provider’s ability to meet any and all obligations in connection with a Financing Party or a prospective financing transaction, Customer shall have the right to provide Provider with a mutually agreeable substitute Site located within the same utility district, subject to requisite governing agency approvals, to relocate the System, which agreement shall not be unreasonably withheld, or, if not available, in a location with similar solar insolation, utility rates, Environmental Attributes and Environmental Financial Incentives. Any such alternate Site shall have a similar demand charge profile as the Site. If such alternate Site is available and is acceptable to Provider, this Agreement shall be amended to delete the prior Site and add the new Site, but otherwise this Agreement shall remain in full force in accordance with its terms and shall not be deemed otherwise amended. Customer shall pay the reasonable costs arising in connection with the relocation(s) of the System, including removal costs, installation costs, any applicable interconnection fees, costs related to obtaining a site license or lease at the substitute site, other costs of deployment at the substitute Site, and amounts lost that would otherwise be payable under this Agreement due to such relocation(s) to Provider based on delivered Energy averaged over the prior twelve months for the System. 10.2.2 Move and Pay Option. So long as such event does not impair or reduce any Environmental Attributes or Environmental Financial Incentives, Customer may elect to pay or guarantee the payment of the remaining monthly amounts due under this Agreement to Provider, and cause the System to be kept in operation at the Site, in each case through the remainder of the Term. 10.2.3 Termination and Payment of Termination Value. If, beginning in the sixth year following the Commercial Operation Date, a substitute Site cannot be located in accordance with Section 10.2.1 with respect to the System and Customer elects not to avail itself of the provisions of Section 10.2.2 with respect to the System, then Customer shall so notify Provider, Provider shall remove the System (at Customer’s sole cost and expense) and Customer shall pay to Provider the then-applicable Termination Value specified in Column A of Schedule D 19 as liquidated damages, whereupon this Agreement shall terminate. The Parties agree that actual damages to Provider if this Agreement is terminated as contemplated in this Section 10.2 would be difficult to ascertain, and the applicable Termination Value is a reasonable approximation of the damages suffered by Provider as a result of early termination of this Agreement. 10.3 Customer Options Upon Expiration of Term. 10.3.1 Extension of Term. Upon prior written notice to Provider at least one-hundred eighty (180) days prior to the Expiration Date, Customer has the option to renew the term of this Agreement with respect to the System and Solar Services for one (1) additional three (3)-year period at the Renewal Rate. 10.3.2 Purchase of System. If Customer has not elected to renew the term of this Agreement in accordance with Section 10.3.1, Customer may purchase the System by providing Provider written notice of its intent to purchase the System no later than one-hundred and eighty (180) days prior to the Expiration Date, and paying Provider the Fair Market Value thereof no later than the relevant Expiration Date. The “Fair Market Value” of the System shall be the value determined by the mutual agreement of Customer and Provider within ten (10) days after receipt by Provider of Customer’s notice of its election to purchase the System. If Customer and Provider cannot mutually agree to a Fair Market Value, then the Parties shall jointly select a nationally recognized independent appraiser with whom the parties have discussed methods and assumptions, with experience and expertise in the solar photovoltaic industry to value such equipment. Such appraiser shall act reasonably and in good faith to determine the Fair Market Value and shall set forth such determination in a written opinion delivered to the Parties. The valuation made by the appraiser shall be binding on the Parties in the absence of fraud or manifest error. The costs of the appraisal shall be borne by the Parties equally. To the extent transferable, the remaining period, if any, on all warranties for the System will be transferred from Provider to Customer. If the Parties are unable to agree on the selection of an appraiser, such appraiser shall be jointly selected by the appraiser firm proposed by the Customer and the appraiser firm proposed by the Provider. Upon receipt by Provider of payment of the Fair Market Value, title to the System as well as available Environmental Attributes and Environmental Financial Incentives from the System shall transfer to Customer as-is, where-is. 10.3.3 Return of System. If at the end of a Term, or an Extension of Term pursuant to Section 10.3.1, Customer does not exercise any of the options described in Sections 10.3.1 and 10.3.2, Provider shall remove all of its tangible property comprising the System from the Site by a mutually convenient date but in no case later than one hundred eighty (180) days after the Expiration Date with respect to the System. The cost to remove the System shall be borne by the Provider. The portion of the Site on which the System was installed shall be returned to its original condition, except for ordinary wear and tear, and Provider shall leave the portion of the Site on which the System was installed in neat and clean order. 10.4 Customer Purchase Options Prior to Expiration Date. 10.4.1 On the later to occur of the sixth (6th) anniversary of the Commercial Operation Date, provided that no Customer Default shall have occurred and be continuing beyond any applicable period of cure, Customer may elect to purchase all, but not less than all, of the System. If Customer elects to so purchase the System, 20 the purchase price shall be the higher of the then Fair Market Value of the System (calculated in accordance with the definition of Fair Market Value set forth in Section 10.3.2 for the System, and such determination to be at Customer’s sole cost and expense), or the then-current Termination Value specified in Column A of Schedule D. Not less than one-hundred-and-eighty (180) days prior to the exercise of the purchase option for the System, Customer shall provide written notice to Provider of Customer’s exercise thereof. Upon the exercise of the foregoing purchase option plus receipt of the Value as determined in Section 10.4 above and all other amounts then owing by Customer to Provider, the Parties will execute all documents necessary to cause title to the System to pass to Customer as-is, where- is; provided, however, that Provider shall remove any encumbrances placed on the System by Provider at Customer’s expense. 10.4.2 On the later to occur of the fifteenth (15th) anniversary of the Commercial Operation Date, provided that no Customer Default shall have occurred and be continuing beyond any applicable period of cure, Customer may elect to purchase the System. If Customer elects to so purchase the System, the purchase price shall be the higher of the then Fair Market Value of the System (calculated in accordance with the definition of “Fair Market Value” set forth in Section 10.3.2 for the System, and such determination to be at Customer’s sole cost and expense), and the amount specified in Column A of Schedule D. Not less than one-hundred-and- eighty (180) days prior to the exercise of the purchase option for the System, Customer shall provide written notice to Provider of Customer’s exercise thereof. Upon the exercise of the foregoing purchase option plus receipt of the Fair Market Value and all other amounts then owing by Customer to Provider, the Parties will execute all documents necessary to cause title to the System to pass to Customer as-is, where-is; provided, however, that Provider shall remove any encumbrances placed on the System by Provider at Customer’s expense. 10.5 Payment of Termination Value on Termination Date. In the event that the Termination Date has occurred for reasons other than pursuant to Sections 3.1.2., 10.6 or 12.1.1, Customer shall be required to pay to Provider the then-applicable Termination Value specified in Column A of Schedule D as liquidated damages. The Parties agree that actual damages to Provider in the event this Agreement terminates prior to the expiration of the Term for causes attributable to Customer would be difficult to ascertain, and the applicable Termination Value is a reasonable approximation of the damages suffered by Provider as a result of early termination of this Agreement. 10.6 Provider Termination. Provider shall have the right, in Provider’s sole and absolute discretion, to terminate this Agreement upon written notice if any of the following occurs: 10.6.1 at any time until construction of the System commences Provider determines in its sole discretion that it is unable to install the System at the Site; 21 10.6.2 if the occurrence of an unstayed order of a court or administrative agency has the effect of subjecting the sales of the Energy to federal or state regulation of the prices therefor and/or the delivery of the service; 10.6.3 the elimination or alteration of one or more Environmental Financial Incentives or other change in law that results in a material adverse economic impact on Provider; or 10.6.4 if the annual direct beam solar resource availability at the Site is less than or equal to 90% of historical averages as measured by long-term weather data (minimum of five (5) years) collected at the Site and/or other reliable calibrated and appropriate weather station representative of the Site. In the event of a Provider termination under this Section 10.6, Provider shall remove all of its tangible property comprising the System from the Site by a mutually convenient date but in no case later than one hundred eighty (180) days after the Termination Date. The cost to remove the System shall be borne by the Provider. The portion of the Site on which the System was installed shall be returned to its original condition, except for ordinary wear and tear, and Provider shall leave the portion of the Site on which the System was installed in neat and clean order. 11. Defaults. 11.1 Customer Default. The occurrence at any time of any of the following events shall constitute a “Customer Default”: 11.1.1 Failure to Pay. The failure of Customer to pay during the Term any amounts owing to Provider on or before the date on which such amounts are due and payable under the terms of this Agreement and Customer’s failure to cure such failure within fifteen (15) days after Customer receives written notice of each such failure from Provider; 11.1.2 Failure to Maintain Phone/Data Line. Unless due to a Force Majeure Event excused by Section 9, the failure of Customer to maintain and grant Provider access to the phone and other communications lines required to be maintained pursuant to Section 4.1.3 and Customer’s failure to cure such failure within twenty (20) business days after Customer receives written notice of such failure from Provider; provided that in any event if such failure shall continue for at least five (5) days after notice to Customer and shall result in lost revenue to Provider, Provider shall be entitled to reasonably estimate the amount of revenue that would have been obtained and shall invoice Customer therefor; 11.1.3 Failure to Perform Other Obligations. Unless due to (i) a Force Majeure Event excused by Section 9, or (ii) a breach of paragraph 2 of Section 2 (License), the failure of Customer to perform or cause to be performed any other material obligation required to be performed by Customer under this Agreement, or the failure of any representation, covenant, or warranty set forth herein to be true and correct as and when made; provided, however, that if such failure by its nature can be cured, then Customer shall have a period of thirty (30) business 22 days after receipt of written notice from Provider of such failure to Customer to cure the same and a Customer Default shall not be deemed to exist during such period; provided, further, that if Customer commences to cure such failure during such period and is diligently and in good faith attempting to effect such cure, said period shall be extended for one hundred twenty (120) additional days; 11.1.4 Bankruptcy, Etc. (a) Customer admits in writing its inability to pay its debts generally as they become due; (b) Customer files a petition or answer seeking reorganization or arrangement under the federal bankruptcy laws or any other applicable law or statute of the United States of America or any State, district or territory thereof; (c) Customer makes an assignment for the benefit of creditors; (d) Customer consents to the appointment of a receiver of the whole or any substantial part of its assets; (e) Customer has a petition in bankruptcy filed against it, and such petition is not dismissed within ninety (90) days after the filing thereof; (f) a court of competent jurisdiction enters an order, judgment, or decree appointing a receiver of the whole or any substantial part of Customer’s assets, and such order, judgment or decree is not vacated or set aside or stayed within ninety (90) days from the date of entry thereof; or (g) under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of the whole or any substantial part of Customer’s assets and such custody or control is not terminated or stayed within ninety (90) days from the date of assumption of such custody or control; or 11.1.5 Failure of Site Access. A breach by Customer of the License occurs and Customer fails to cure such breach within five (5) days after Customer receives written notice of such breach from Provider. 11.2 Provider Default. The occurrence at any time of the following event shall constitute a “Provider Default”: 11.2.1 Failure to Perform Obligations. Unless due to a Force Majeure Event excused by Section 9, the failure of Provider to perform or cause to be performed any obligation required to be performed by Provider under this Agreement or the failure of any representation and warranty set forth herein to be true and correct as and when made; provided, however, that if such failure by its nature can be cured, then Provider shall have a period of thirty (30) business days after receipt of written notice from Customer of such failure to Provider to cure the same and a Provider Default shall not be deemed to exist during such period; provided, further, that if Provider commences to cure such failure during such period and is diligently and in good faith attempting to effect such cure, said period shall be extended for one-hundred twenty (120) additional days; or 11.2.2 Bankruptcy, Etc. (a) Provider admits in writing its inability to pay its debts generally as they become due; (b) Provider files a petition or answer seeking reorganization or arrangement under the federal bankruptcy laws or any other applicable law or statute of the United States of America or any State, district or territory thereof; (c) Provider makes an assignment for the benefit of creditors; (d) Provider consents to the appointment of a receiver of the whole or any substantial part of its assets; (e) Provider has a petition in bankruptcy filed against it, and such petition is not dismissed within ninety (90) days after the filing thereof; (f) a 23 court of competent jurisdiction enters an order, judgment, or decree appointing a receiver of the whole or any substantial part of Provider’s assets, and such order, judgment or decree is not vacated or set aside or stayed within ninety (90) days from the date of entry thereof; or (g) under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of the whole or any substantial part of Provider’s assets and such custody or control is not terminated or stayed within ninety (90) days from the date of assumption of such custody or control. 12. Remedies Following Default. 12.1 Customer’s Remedies Upon Occurrence of a Provider Default. 12.1.1 Termination. If a Provider Default has occurred and is continuing, then Customer may terminate this Agreement by providing written notice to Provider thereof, and this Agreement shall terminate and be of no further force or effect as of the date of the notice according to Section 14.1. 12.1.2 Other Rights and Remedies. If any Provider Default described under Section 11.2 has occurred and Customer has terminated this Agreement as a result thereof in accordance with the terms of Section 12.1.1 above, then, subject to Section 12.3, Provider shall pay to Customer an amount not to exceed the then-present value (discounted at the prevailing prime rate of interest as published in The Wall Street Journal on the day preceding the date of determination) of (a) the cash flows equal to the product of (i) the positive difference, if any, of the price per kWh for commercially available, utility-provided energy in the applicable market(s) (which shall not include related charges such as delivery, service, distribution, or taxes) minus the kWh Rate of Energy hereunder (as such kWh Rate would have been escalated over time pursuant to the terms hereof) hereof, multiplied by (ii) the number of days remaining in the term of th is Agreement had it not been terminated times the expected daily number of kWh of Energy to be delivered under this Agreement, calculated by dividing the Estimated Year 1 Production set forth in Schedule B, adjusted for as-built System, by 365. Provider’s payment to Customer of the amounts set forth in this Section 12.1.2 shall not in any way limit the other remedies at law or in equity that Customer may pursue as damages for Provider’s breach of this Agreement ; provided, however, that such damages pursued by Customer are subject to the limitation provisions of Sections 12.3 and 12.5. 12.2 Provider’s Remedies Upon Customer Default. In addition to any other remedies available under this Agreement or at law, if a Customer Default has occurred and is continuing, then Provider may terminate this Agreement by providing written notice to Customer thereof, and this Agreement shall terminate and be of no further force or effect as of the date of the notice according to Section 14.1 and Provider shall have the right to (a) cause Customer to pay (and Customer shall have the obligation to pay to Provider) the applicable Termination Value set forth in Column A of Schedule D and (b) enter onto the Site and remove the System in accordance with the last sentence of Section 10.2.3. 24 12.3 No Consequential Damages. Nothing in this Agreement is intended to cause either Party to be, and neither Party shall be, liable to the other Party for any lost business, lost profits or revenues from others or other special or consequential damages, all claims for which are hereby irrevocably waived by Customer and Provider. Notwithstanding the foregoing, none of the payments for the Energy or any other amount specified as payable by Customer to Provider under the terms of this Agreement upon the termination of this Agreement shall be deemed consequential damages 12.4 Effect of Termination of Agreement. Upon the Termination Date or the Expiration Date, as applicable, any amounts then owing by a Party to the other Party shall become immediately due and payable and the then future obligations of Customer and Provider under this Agreement shall be terminated (other than the indemnity obligations set forth in Section 13). Such termination shall not relieve either Party from obligations accrued prior to the effective date of termination or expiration. 12.5 Limitation of Liability. THE TOTAL LIABILITY OF A PARTY TO THE OTHER PARTY FOR ALL CLAIMS OR SUITS OF ANY KIND, WHETHER BASED UPON THIS AGREEMENT, TORT (INCLUDING NEGLIGENCE BUT EXCLUDING THIRD PARTY TORT CLAIMS FOR PERSONAL INJURY OR PROPERTY DAMAGE ARISING FROM THE PERFORMANCE OF THIS AGREEMENT), WARRANTY, STTRICT LIABILITY OR OTHERWISE, FOR ANY LOSSES, DAMAGES, COSTS OR EXPENSES OF ANY KIND WHATSOEVER ARISING OUT OF, RESULTING FROM OR RELATED TO THE PERFORMANCE OR BREACH OF THIS AGREEMENT SHALL, UNDER NO CIRCUMSTANCES, EXCEED $2,576,367, PROVIDED THAT THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO (A) LIABILITY FOR FRAUD OR WILLFUL MISCONDUCT OF ANY PERSON; (B) LIABILITY UNDER THE INDEMNIFICATION PROVISIONS OF THIS AGREEMENT FOR CLAIMS OF THIRD PARTIES FOR PERSONAL INJURY OR PROPERTY DAMAGE ARISING FROM THIS AGREEMENT; OR (C) PAYMENT OF THE KWH RATE. THE LIMITATION OF LIABILITY PROVIDED FOR HEREIN SHALL NOT BE USED TO LIMIT OR REDUCE ANY AVAILABLE INSURANCE. 13. Indemnification. 13.1 Indemnification by Provider. Provider shall fully indemnify, save harmless and defend Customer from and against any and all costs, claims, and expenses incurred by Customer in connection with or arising from any claim by a third party for physical damage to or physical destruction of property, or death of or bodily injury to any Person, but only to the extent caused by (a) the negligence or willful misconduct of Provider or its agents or employees or others under Provider’s control in performing this Agreement, and 25 (b) a Provider Default under this Agreement; provided, however, that nothing in this Section 13.1 is intended to modify the limitation of Provider’s liability set forth in Section 12.3 above; provided further that to the extent Customer recovers such damages, losses and expenses under any insurance policy, Customer shall reimburse any payment made by Provider under this indemnity. 13.2 Indemnification by Customer. Without limiting the provisions of Section 8, Customer shall fully indemnify, save harmless and defend Provider or its assignees and successors from and against any and all costs, claims, and expenses incurred by Provider in connection with or arising from any claim by a third party for physical damage to or physical destruction of property, or death of or bodily injury to any Person, but only to the extent caused by (a) the negligence or willful misconduct of Customer or its agents or employees or others under Customer’s control at the Site or (b) a Customer Default hereunder; provided, however, that nothing in this Section 13.2 is intended to modify the limitation of Customer’s liability set forth in Section 12.3 above; provided further that to the extent Provider recovers such damages, losses and expenses under any insurance policy, Provider shall reimburse any payment made by Customer under this indemnity. 13.3 Notice of Claims. Any Party seeking indemnification hereunder (the “Indemnified Party”) shall deliver to the other Party (the “Indemnifying Party”) a 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 after the Indemnified Party receives notice that an action at law or a suit in equity has commenced; provided, however, that failure to deliver the Claim Notice as aforesaid shall not relieve the Indemnifying Party of its obligations under this Section 13, except to the extent that such Indemnifying Party has been prejudiced by such failure. 13.4 Defense of Action. If requested by an 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 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 Section 13 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 26 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. 13.5 Survival of Provisions. The provisions of this Section 13 shall survive the expiration or termination of this Agreement. 14. Miscellaneous Provisions. 14.1 Notices. All notices, communications and waivers under this Agreement shall be in writing and shall be (a) delivered in person or (b) mailed, postage prepaid, either by registered or certified mail, return receipt requested or (c) sent by reputable overnight express courier, addressed in each case to the addresses set forth below, or to any other address either of the parties to this Agreement shall designate in a written notice to the other Party: If to Provider: Solar Star Co Co 1, LLC c/o SunPower Corporation 1414 Harbour Way South, Suite 1901 Richmond, CA 94804 Attention: Julie Williamson, Project Administration Phone:510-540-0550 Fax:510-540-0552 If to Customer: Contra Costa County Public Works Dept. Capital Projects Management Division Attn: Energy Manager 40 Muir Road Martinez, CA 94553Phone: 925-313-2000 Fax: 925-313-2333 All notices sent pursuant to the terms of this Section 14.1 shall be deemed received (i) if personally delivered, then on the date of delivery, (ii) if sent by reputable overnight, express courier, then on the next business day immediately following the day sent, or (iii) if sent by registered or certified mail, then on the earlier of the third (3rd) business day following the day sent or when actually received. 27 14.2 Authority. 14.2.1 Provider Representations. Provider hereby represents and warrants that: (a) It is a Delaware limited liability company duly organized, validly existing and in good standing under the laws of the state of its formation and has all requisite limited liability company power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby; (b) The execution and delivery of this Agreement and the performance of its obligations hereunder have been duly authorized by all necessary limited liability company action; (c) This Agreement is a legal, valid and binding obligation of Provider enforceable against Provider in accordance with its terms, subject to the qualification, however, that the enforcement of the rights and remedies herein is subject to (i) bankruptcy and other similar laws of general application affecting rights and remedies of creditors and (ii) the application of general principles of equity (regardless of whether considered in a proceeding in equity or at law); (d) To the best knowledge of Provider, as of the date of execution hereof, no governmental approval (other than any governmental approvals that have been previously obtained or disclosed in writing to Customer) is required in connection with the due authorization, execution and delivery of this Agreement by Provider or the performance by Provider of its obligations hereunder which Provider has reason to believe that it will be unable to obtain in due course on or before the date required for Provider to perform such obligations; and (e) Neither the execution and delivery of this Agreement by Provider nor compliance by Provider with any of the terms and provisions hereof (i) conflicts with, breaches or contravenes the provisions of the articles of formation or operating agreement of Provider or any contractual obligation of Provider or (ii) results in a condition or event that constitutes (or that, upon notice or lapse of time or both, would constitute) an event of default under any material contractual obligation of Provider. 14.2.2 Customer Representations. Customer hereby represents and warrants that: 28 (a) It is a political subdivision of the State of California, validly existing and in good standing under the laws of the state of its formation and has all requisite power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby; (b) The execution and delivery of this Agreement and the performance of its obligations hereunder have been duly authorized by all necessary governmental action; (c) This Agreement is a legal, valid and binding obligation of Customer enforceable against Customer in accordance with its terms, subject to the qualification, however, that the enforcement of the rights and remedies herein is subject to (i) bankruptcy and other similar laws of general application affecting rights and remedies of creditors and (ii) the application of general principles of equity (regardless of whether considered in a proceeding in equity or at law); (d) No governmental approval (other than any governmental approvals which have been previously obtained or disclosed in writing to Provider) is required in connection with the due authorization, execution and delivery of this Agreement by Customer or the performance by Customer of its obligations hereunder which Customer has reason to believe that it will be unable to obtain in due course; (e) Neither the execution and delivery of this Agreement by Customer nor compliance by Customer with any of the terms and provisions of this Agreement results in a condition or event that constitutes (or that, upon notice or lapse of time or both, would constitute) an event of default under any contractual obligation of Customer; (f) Customer has not entered into any contracts or agreements with any other person regarding the provision of the services at the Site contemplated to be provided by Provider under this Agreement; and (g) None of the electricity to be generated by the Provider will be used to generate energy for the purpose of heating a swimming pool. 14.3 Assignment 14.3.1 Provider Assignment. 29 Provider may assign this Agreement upon written notice thereof to Customer, provided that any such assignment shall be to an assignee capable of performing Provider’s obligations hereunder. Provider may, without any consent of Customer, sell, transfer, assign or pledge (or grant security interests in) its rights, title and interest in this Agreement, and/or any monies due under this Agreement to a Financing Party, in connection with any financing for the ownership, acquisition, construction, operation or use of the System. 14.3.2 Customer Assignment. Customer shall not assign all or any part of this Agreement to any entity other than an affiliate of Customer without the prior written consent of the Provider, which shall not be unreasonably withheld. Customer may not assign this Agreement to any Person, including an affiliate, with a credit rating lower than that of Customer without providing matching credit support in the form of cash, letter(s) of credit, or other security reasonably acceptable to Provider. Any assignment by the Customer not permitted under this Section 14.3 shall be void ab initio. In the event that Customer decides to sell or otherwise transfer the Site or a portion thereof upon which the System is located, Customer may (i) with Provider’s prior written consent, which will not be unreasonably withheld or delayed, assign this Agreement to the Site purchaser who shall assume all of Customer’s obligations under this Agreement and Provider shall release Customer from any further liability associated with this Agreement, or (ii) terminate this Agreement by paying Provider the Termination Value applicable to the date of termination. Upon payment of the Termination Value, the Parties will execute all documents necessary to cause title to the System to pass to Customer as-is, where-is. The Customer does not have the present intention of making any transfer of the Site or that portion of the Site on which the System is located; provided, however, nothing herein shall prohibit Customer from making any transfer of the Site or any portion thereof on which System is located, subject to the provisions set forth above. 14.4 Successors and Assigns. The rights, powers and remedies of each Party shall inure to the benefit of such party and its successors and permitted assigns. 14.5 Entire Agreement. This Agreement (including all exhibits and schedules attached hereto) represent the entire agreement between the parties to this Agreement with respect to the subject matter hereof and thereof and supersede all prior and contemporaneous oral and prior written agreements. 30 14.6 Amendments to Agreement. This Agreement shall not be amended, modified or supplemented without the written agreement of Provider and Customer at the time of such amendment, modification or supplement. 14.7 Waivers; Approvals. No waiver of any provision of this Agreement shall be effective unless set forth in writing signed by the Party making such waiver, and any such waiver shall be effective only to the extent it is set forth in such writing. Failure by a Party to insist upon full and prompt performance of any provision of this Agreement, or to take action in the event of any breach of any such provisions or upon the occurrence of any Provider Default or Customer Default, as applicable, shall not constitute a waiver of any rights of such Party, and, subject to the notice requirements of this Agreement, such Party may at any time after such failure exercise all rights and remedies available under this Agreement with respect to such Provider Default or Customer Default. Receipt by a Party of any instrument or document shall not constitute or be deemed to be an approval of such instrument or document. Any approvals required under this Agreement must be in writing, signed by the Party whose approval is being sought. 14.8 Partial Invalidity. In the event that any provision of this Agreement is deemed to be invalid by reason of the operation of Applicable Law, Provider and Customer shall negotiate an equitable adjustment in the provisions of the same in order to effect, to the maximum extent permitted by law, the purpose of this Agreement (and in the event that Provider and Customer cannot agree then such provisions shall be severed from this Agreement) and the validity and enforceability of the remaining provisions, or portions or applications thereof, shall not be affected by such adjustment and shall remain in full force and effect. 14.9 Execution in Counterparts. This Agreement may be executed in counterparts, and all said counterparts when taken together shall constitute one and the same Agreement. 14.10 Governing Law; Jurisdiction; Forum. This Agreement shall be governed by and construed in accordance with the internal laws of the State of California. Customer irrevocably agrees that any action, suit or proceeding by or among Provider and Customer may be brought in whichever of the Superior Courts of the State of California, Alameda County, or the Federal Court for the Northern District of California, has subject matter jurisdiction over the dispute and waives any objection that Customer may now or hereafter have regarding the choice of forum whether on personal jurisdiction, venue, forum non conveniens or on any other ground. Customer irrevocably consents to the service 31 of process outside of the territorial jurisdiction of such courts by mailing copies thereof by registered or certified mail, postage prepaid, to Customer’s address set forth herein with the same effect as if Customer were a resident of the State of California and had been lawfully served in such state. Nothing in this Agreement shall affect the right to service of process in any other manner permitted by law. 14.11 Attorneys’ Fees. If any action shall be instituted between Customer and Provider in connection with this Agreement, the Party preva iling in such action shall be entitled to recover from the other Party all of its reasonable costs and expenses incurred in connection with such action by arbitration or other legal proceeding, including reasonable attorneys’ fees. 14.12 No Third Party Rights. This Agreement is only for the benefit of the parties to this Agreement, their successors and permitted assigns (including any lender or lessor of Provider) and Persons expressly benefited by the indemnity provisions of this Agreement. No other Person (including, without limitation, tenants of the Site) shall be entitled to rely on any matter set forth in, or shall have any rights on account of the performance or non-performance by any Party of its obligations under, this Agreement. 14.13 Treatment of Additional Amounts. The Parties hereto acknowledge and agree that Customer’s payment of the Termination Value constitute liquidated damages and not penalties. The Parties further acknowledge that in the case of the payment of the Termination Value: (a) the amount of loss or damages likely to be incurred is incapable or is difficult to precisely estimate, (b) the amounts specified hereunder bear a reasonable proportion and are not plainly or grossly disproportionate to the probable loss likely to be incurred by Customer or Provider as the case may be and (c) the Parties are sophisticated business parties and have been represented by legal counsel and negotiated this Agreement at arm’s length. 14.14 No Agency. This Agreement is not intended, and shall not be construed, to create any association, joint venture, agency relationship or partnership between the Parties or to impose any such obligation or liability upon either Party. Neither Party shall have any right, power or authority to enter into any agreement or undertaking for, or act as or be an agent or representative of, or otherwise bind, the other Party. 32 14.15 No Public Utility. Nothing contained in this Agreement shall be construed as an intent by Provider to dedicate its property to public use or subject itself to regulation as a “public utility” (as defined in the California Public Utilities Code or any other Applicable Law). 14.16 No Recourse to Affiliates. This Agreement is solely and exclusively between the Parties, and any obligations created herein on the part of either Party shall be the obligations solely of such Party. 14.17 Cooperation with Financing. Customer acknowledges that Provider may be financing the Solar Services and the System and Customer agrees that it shall reasonably cooperate with Provider and its financing parties in connection with such financing, including (a) the furnishing of information related to the System and this Agreement, and (b) the giving of a Financing Party acknowledgment in the form attached hereto as Exhibit B (each, a “Consent”); provided, that the foregoing undertaking shall not obligate Customer to materially change any rights or benefits, or materially increase any burdens, liabilities or obligations of Customer, under this Agreement except for providing notices and additional cure periods to a Financing Party with respect to events of default by Provider under this Agreement pursuant to the terms of the Consent. 14.18 Setoff. Except as otherwise set forth herein, each Party reserves to itself all rights, setoffs, counterclaims and other remedies and/or defenses to which it is or may be entitled, arising from or out of this Agreement. 14.19 Service Contract. The Parties intend this Agreement to be treated as a service contract within the meaning of Section 7701(e)(3) of the Code. 15. Confidential Information. 15.1 Each Party (the “Receiving Party”) shall not use for any purpose other than performing its obligations under this Agreement, or divulge, disclose, produce, publish, or permit access to, without the prior written consent of the other Party (the “Disclosing Party”), any Confidential Information of the Disclosing Party. As used herein, the term “Confidential Information” means information or materials prepared in connection with this Agreement, designs, drawings, specifications, techniques, models, data, documentation, source code, object code, diagrams, flow charts, research, development, processes, procedures, know-how, manufacturing, development or marketing techniques and materials, development or marketing timetables, strategies and development plans, customer, supplier or personnel names and other information related to customers, 33 suppliers or personnel, pricing policies and financial information, and other information of a similar nature, whether or not reduced to writing or other tangible form, and any other trade secrets. Confidential Information does not include (a) information known to the Receiving Party prior to obtaining the same from the Disclosing Party; (b) information in the public domain at the time of disclosure by the Receiving Party; or (c) information obtained by the Receiving Party from a third party who did not receive same, directly or indirectly, from the Disclosing Party. The Receiving Party shall use the higher of the standard of care that the Receiving Party uses to preserve its own Confidential Information or a reasonable standard of care to prevent unauthorized use or disclosure of such Confidential Information. Notwithstanding anything herein to the contrary, the Receiving Party has the right to disclose Confidential Information without the prior written consent of the Disclosing Party: (i) as required by any court or other Governmental Authority, or by any stock exchange on which the shares of any Party are listed, (ii) as otherwise required by law, (iii) as advisable or required in connection with any government or regulatory filings, including without limitation, filings with any regulating authorities covering the relevant financial markets, (iv) to its attorneys, accountants, financial advisors or other agents, in each case bound by confidentiality obligations, (v) to banks, investors and other financing sources and their advisors, in each case bound by confidentiality obligations; or (vi) in connection with an actual or prospective merger or acquisition or similar transaction where the party receiving the Confidential Information is bound by confidentiality obligations. If a Receiving Party believes that it will be compelled by the law or a court or other Governmental Authority to disclose Confidential Information of the Disclosing Party, it shall give the Disclosing Party prompt written notice, and in all cases not less than five (5) business days’ notice in advance of disclosure, so that the Disclosing Party may determine whether to take steps to oppose such disclosure. 16. Estoppel Certificate. Either Party hereto, without charge, at any time and from time to time, within twenty (20) 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 relevant person, firm or corporation specified by such requesting party: a) If true and correct, 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; b) 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 c) 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. 2 [THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK] [Signature Page to SPWR – Contra Costa County PPA] IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date set forth above. PROVIDER: SOLAR STAR CO CO 1, LLC By: SunPower AssetCo, LLC Its member By: Name: Title: CUSTOMER: CONTRA COSTA COUNTY By: Name: Title: A-1 EXHIBIT A SYSTEM DESIGN AND CONSTRUCTION This Exhibit A sets forth the design, engineering and construction specifications for the System, as well as assumptions being made by the Provider regarding the existing condition at the Site, including but not limited to the building roof, building structure, ground conditions, electrical system including panels, inverter installation location, and security fencing. Capitalized terms used herein and not otherwise defined have the meaning given in the Agreement to which this exhibit is attached. 1. SYSTEM LOCATION AND DESCRIPTION: Descriptions of the site and system are located in Schedule A (Description of Site) and Schedule B (Description of System) of the Agreement. 2. PROJECT SCHEDULE: PORTFOLIO MILESTONES Tranche Contract Approval Date Commercial Operation Date 1000 Ward 1 6-18-2019 6/24/2020 30/40 Muir 1 6-18-2019 5/24/2020 597 Center 1 6-18-2019 6/13/2020 595 Center 2 6-18-2019 10/26/2020 50 Douglas 2 6-18-2019 9/22/2020 30 Douglas 2 6-18-2019 10/30/2020 2530 Arnold 3 6-18-2019 12/14/2020 4545 Delta Fair 3 6-18-2019 12/21/2020 4549 Delta Fair 3 6-18-2019 11/24/2020 1305 MacDonald 3 6-18-2019 12/21/2020 3. SCOPE OF WORK: System Design & Scope Design Documentation Provider shall provide comprehensive submittal packages for the 30% and 90% design sets as detailed below. Changes to 30% Customer approved drawings (scope lock) could result a change order. At a minimum, each submittal package shall include the elements required to convey in sufficient detail the following for each phase of the design: A-2 Submittal Requirement 30% Design Set 90% Design Set 1 Cover Sheet, with Content, Project Details, Directory, etc. X X 2 PV System Sizes & Production Estimates. X X 3 Overall Site Plan with PV Array Names, Conduit Routes, Tree/Light Removal, etc. X X 4 Electrical Site Plan Drawings & General Conduit Routing. X X 5 Electrical Single Line Diagrams. X X 6 Demolition Plans. X 7 Structural Drawings. X 8 Equipment Pad locations. X X 9 Mounting Details. X 10 Signage, Trenching, Installation, and Grounding Details. X 11 Monitoring System Details. X 13 Construction Schedule. Prelim Detailed 14 Manufacturer’s Cut Sheets with Equipment Specifications X 15 Civil Drawings (if applicable) X 16 Fire Access Plans X 17 Carport Lighting Plans X Production modeling of the PV system shall accurately simulate energy production for proposed system layouts, sizes, and orientation. Provider shall be responsible for updating the production models each time significant changes are made to the proposed system designs that will impact production. Solar Electrical Equipment and Conductors Conductors will be aluminum or copper according to Electrical Engineer of Record’s determination. AC feeder length from panel boards to equipment pad location and from equipment pad location to electrical tie-in is identified on the array layout drawings. AC feeder lengths from electrical equipment pad location to assumed point of interconnection, and length assumptions with equipment amperage ratings are shown on the single line drawing. Transformers are 480V:12kV, non-Dry-type by manufacturer of Provider’s choosing. Secondary containment is not included in the scope of the project. Battery Energy Storage System Requirements For sites with storage to be installed: A-3 • 13.5’ by 11’ minimum required area per storage unit. Area required includes storage unit, concrete pad, and clearance zone in front of units. • Storage unit must be located in an area free of combustible materials (nearby foliage and trees would need to be removed). • Storage unit must be separated from public foot traffic with a fence and must be separated from vehicle traffic with bollards. • Crane rental required to land up to 24,500 lb units. Location of units must accommodate both crane and semi-trailer truck access. • PVS5 DAS, Auxiliary Box, Energy Storage System, and all Accuvim meters (Site meter, PV output meter, and Storage meter) must all be located such that hardlined communication lines can connect these devices to the same Local Area Network. CAT5e/6 cable is preferred means of connection between all devices, which has a 330’ distance limit. Runs longer than 330’ will require additional equipment to accommodate. Utility Interconnection Coordination of shutdown may be required with Customer and local utility. Temporary power generators are excluded. Interconnection is scheduled for a minimum of 4 hours and is assumed to be performed during off-hours with prior written approval from Customer. Additional shutdowns will be required in order to assess physical condition of Customer’s switchgear. The utility will have 24/7 access to existing electric utility meters and the utility lockable disconnect locations for all electrical interconnections related to this project. Utility Requirements A cost of $172,012.58 is included for utility required electrical upgrades for the System at 30 Douglas Dr., Martinez, CA, as reflected in Pacific Gas & Electric’s Supplemental Review, Notification # 114209530; additional utility-required electrical equipment upgrades or replacements are not included. Any costs and / or schedule delays associated with unforeseen utility interconnection requirements, including but not limited to utility-owned equipment upgrades or additions, relay protection equipment external to the inverters, system impact studies, or telemetry requirements and interconnection studies are not included in this proposal. Facility Equipment Utility required circuit breaker coordination studies are not assumed for this project. A short-circuit coordination study is not included for this project. A-4 Solar system includes all standard interconnection related equipment on the Customer side of the meter, including panel circuit breakers, utility and/or visible utility lockable disconnect switches, solar metering, conduit, and wiring. Additional Customer-side protection required by the utilities above that provided by the certified inverters is not included. If harmonic data of the site is not available, Provider shall assume that the Harmonic data are within the acceptable limits of the Institute for Electrical and Electronics Engineers (IEEE) Standard 519. Soils and Structural Foundations Foundation assumptions are as follows for system options: • Drilled cast-in-place, 30” round caisson, 12’ Deep, approximately 2.5’ above grade, depending on existing topography. • Requirements for dewatering, sub grade rock removal, or other unforeseen conditions are not included. Canopy Structure Design Carport Canopies are at 10 degree tilt with 11 ft clear height. Roof Conditions Provider assumes no upgrading of the building structures or canopies will be required to support the added live and dead loads from the photovoltaic installation and rooftop equipment, or to resist added lateral or seismic loads. Modifications to the roof system and design and construction of supports, upgrades to the building structure or platforms are not included. Anchor and ballast counts are based on the wind load gradient method developed by Cermak Peterka Petersen, Inc, (CPP ) and SunPower, based on the CPP wind tunnel testing results presented in CPP’s report “CPP7979_SunPowerEWSystem_REP_SOL_R08” dated May 17th, 2018. Increased anchor and ballast counts resulting from other design methods will be the responsibility of the client. Site Name Anchor Count 30 Muir 71 595 center 27 50 Douglas 90 1000 Ward 170 597 Center 33 A-5 Provider is not responsible for normal wear and tear associated with the installation of the solar system. Provider reserves the right to inspect the roof to verify its condition. In addition, Provider may offer recommendations to the Customer on modifications to the roof system to improve its serviceability. Customer is responsible for any and all modifications to the roof system. Modifications of roof systems fall into four categories: • Modifications to improve roof condition / serviceability / useful life. • Modifications required by roofing manufacturer prior to installation of PV system on their roof system. (e.g. slip sheets, strapping, etc.) • Modifications required by Provider to make the roof a suitable substrate for the installation of PV. (e.g. air seals, batten bars, etc.) • 3rd party engineering and insurance company requirements. • Proposal assumes Customer-provided information accurately represents the existing site and roof conditions. This includes but is not limited to as-built drawings, roof reports, structural drawings, roof maintenance history, and roof warranty information. Failure to provide as-built drawings and structural drawings will cause schedule delay and added expense for acquisition of documentation through local authority having jurisdiction (“AHJ”). Provider is not responsible for additional costs or schedule delays. Drainage Special drainage requirements and/or drainage design and interconnection to Customer’s existing storm drain system or any other storm drain discharge system are not included. Carport designs do not include structural roof deck for storm water collection or protection. Permits Permit Provider Permit Customer Permit Cost Allocation Allotted Time following Application Building X Fire X Electrical X Conditional Use Permit NA Environmental Control NA Storm Water NA Soil Erosion and Sediment Control NA Environmental Impact Report (CEQA) NA Army Corps of Engineers NA Wetlands NA Water Quality NA Archeological NA A-6 Endangered Species NA Water Rights NA Mineral Rights NA Redevelopment Agency NA FAA Approvals NA Permit Allowance Schedule Site Allowance for Permit 1000 Ward St $3,000 30 Douglas Dr $10,000 50 Douglas Dr $5,000 30/40 Muir Dr $5,000 597 Center Ave $2,500 595 Center Ave $7,000 2530 Arnold Dr $6,000 4545 Delta Fair Blvd $5,000 4549 Delta Fair Blvd $2,500 1305 Macdonald $3,000 All other permits/approvals are excluded. Provider includes durations of 50 days for procuring permit and regulatory approvals (per project ). Provider will not be responsible for construction delays caused by permit and approval requirements from local jurisdictions or regulatory review bodies. Any delays in procuring permits will result in a day-for-day construction schedule extension. Shading The design is based on existing visual conditions on site. Removal of trees or other obstructions to install the solar arrays and system components is included as reflected in the Tier 1 array layouts. Trees and/or other obstructions identified for removal or trimming by Customer must be removed or trimmed prior to substantial completion or performance expectations/guarantees will require adjustment which will be handled as a change to the contract. At Substantial Completion an as-built shade study and performance simulation will be completed to ensure accuracy of initial shading assumptions. A-7 Painting Galvanization of canopy columns and primary beams only is included. All other metallic materials are either factory-finished or non-corrosive. Paiting of wall-mounted conduits is not included. Landscaping Site landscaping (e.g. plant restoration or long term weed abatement) is not included. Irrigation repair and reconfiguration caused by foundation or underground construction is not included. Fencing A 6-0’ galvanized, 9 gauge, 2” mesh fencing and chain link fence-with gate around perimeter electrical equipment pad locations is included. Special provisions for privacy slats, special hardware, lock sets, small fabric, etc. are not included. 4” bollards are included only in areas subject to vehicle impact. Additional bollards required by utility or other entities are excluded. Labor Project Labor Agreement Provider shall cause its project contractor to to enter into Customer’s project labor agreement among Customer, the project contractor, and all subcontrators thereof working on the project (the “PLA”). Overtime and special shift requirements Overtime and special shift requirements are not included, based on schedule submitted with this proposal, except for the interconnection work if shutdown is required. Project hours are based on Monday through Friday 7am – 5pm. Prevailing Wages Provider shall pay prevailing wages for the project per the PLA and industrial relations requirements of project location. Diversity Requirements Provider shall comply with Contra Costa County’s Construction Outreach Program. Indirect Construction Costs Taxes and fees A-8 Taxes or fees, other than permit fees and sales tax, are not included. Bonds Prior to the Effective Date of the Agreement to which this Exhibit A is attached, Provider shall deliver to Customer for approval good and sufficient bonds with sureties, in amounts specified in Section 12.5 (Limitation of Liability) of the Agreement guaranteeing its faithful performance of the Agreement and its payment for all labor and materials thereunder. Site & Construction Conditions Access Design assumes each project site will be constructed in a single phase, set up of construction fencing at beginning of mobilization and removed when construction is completed. Extra time and labor for moving fences to “phase” construction in efforts to minimize parking impacts will have impacts in cost and schedule and will be calculated as a change order. Customer will provide Site access to Provider to perform all work pursuant to the License granted in the Agreement. Provider will perform all work during regular business hours according to the PLA. Extra time or personnel constraints due to site security beyond daily signing in by workers on a sign in sheet i.e. badging, background checks, tool inventory checks, etc.—is not included. Provider will be provided a sufficient area for staging materials and locating temporary facilities such as cranes, fork lifts, scaffolding, stairtowers, construction trailers, portable toilets and dumpsters. Existing roads will be capable of handling all required construction equipment such as drilling rigs, concrete trucks, delivery trucks, cranes, and all other equipment necessary to complete the work. Provider will not be responsible for any damage to existing roads, parking lots or playgrounds resulting from normal construction operations and activities. Use of Facilities On-site water and power will be available for construction with no restrictions and at no charge to Provider. If a Customer initiated power shut down has duration over 4 hours and effects normal construction operations, Provider can rent and install a temporary generator and submit associated costs to Customer for reimbursement. Water quality shall be sufficient for use in dust control, as necessary, and be suitable for Provider’s standard concrete mix design. Special handling of site materials Testing for removal and disposal of any existing hazardous waste materials, contaminated soils, or any other unforeseen site conditions that require special handling are not included. Site utilities and hazards A-9 Changes resulting from utilities, right of ways, easements, and/or hazards—underground or above ground—or any undocumented building upgrades are not included. Documented utilities and building upgrades are considered as part of this proposal if as- builts are provided to Provider prior to contract execution in order to confirm locations of these possible hazards. Customers shall supply Provider with a current Title Report with plotted easements, encumbrances, and rights-of-way at all project site locations. Security and Lighting Proposal assumes all parking lot light standards in direct conflict with installation of photovoltaic parking canopies will be removed by Provider. Proposal also assumes that the existing lighting circuits, for those removed parking lot light standards, can be re-used for photovoltaic parking canopies lighting system and that those existing circuits have ample current carrying capacity to provide required lighting at parking canopies, per jurisdictional code requirements. PV canopies located in areas where no exsisting lights are present will not include lighting unless the Customer requests this for an additional cost. Temporary lighting during construction is excluded. New lighting circuit installation is excluded from this proposal as well as any required timing circuit reconfiguration, lighting controllers, relays, or new panel boards. Lighting design and/or installation beyond the footprint of the photovoltaic parking canopies is not included in this proposal. Replacement of existing light standards is not included. Proposal includes LED fixtures for lighting under structures. Additional security systems or infrastructure are not included in this proposal Special Conditions Proposal assumes modifications and/or reconfiguration of the existing parking lots will not be required to accommodate installation of Provider’s photovoltaic parking canopy. Assumes existing islands in parking lot to remain at area of new carport structure. Proposal excludes any re-striping of the parking lot/hard-court areas, unless specifically related to the construction of the photovoltaic parking canopies, or specifically described in the RFP. While special care will be taken to locate existing underground utilities (underground survey) and locate carport structures with minimum conflicts, relocation of existing underground utilities due to carport foundations is not included. Proposal excludes requirements for accessibility upgrades and accessibility design around the photovoltaic parking canopy structures and assumes that current parking lot layout has been reviewed and approved by AHJ and built and closed at the AHJ. If the architect of record recommends addition of new accessible parking stalls under the solar canopies, grade change to meet code, changed path of travel and/or new canopies over existing accessible stalls, design and construction costs will be addressed via Change Order. A-10 Proposal excludes design or installation of any required additional fire hydrants or fire protection apparatuses as required by local first responders or Fire, Life/Safety professionals responsible for review and approval of the design for this project. Architectural enhancements to the photovoltaic parking canopy structures or ground and roof arrays and mounting systems are not included. At the detention center located at 1000 Ward in Martinez, the project estimate is based on utilizing exsisting conduit and equipment from the previous pv installation. The ability utilize existing conduit will be verified during the design phase. Testing and Inspections Provider assumes all Special Inspections/Testing shall be paid for and contracted by the Customer. Weather conditions Provider assumes standard weather patterns and site conditions for planning the project schedule. Instances of excessive climate, weather (greater than the most adverse conditions in the last 3 years) or natural disasters may result in delays and/or unplanned costs (i.e. additional labor, shipping, storage, and logistics costs) which will be the responsibility of the Customer. Commissioning, Monitoring, Operations & Maintenance Commissioning Proposal assumes commissioning requirements for this project is only for the Photovoltaic and energy storage systems. Proposal does not include other building system commissioning costs not related to our work (i.e. HVAC, Plumbing, Fire Alarm, etc.). EXHIBIT B FORM OF FINANCING PARTY ACKNOWLEDGMENT [This Form of Consent contemplates a Sale-Leaseback of the System between the Provider and Provider’s Lender and Provider’s eventual lender may request changes] This CONSENT AND AGREEMENT (this “Consent”) dated as of [], 201 is entered into among (i) Contra Costa County, a political subdivision of the State of California (the “Customer”), (ii) Solar Star Co Co 1, LLC, a limited liability company duly organized and existing under the laws of the State of Delaware (the “Provider”), and (iii) [],a [] duly organized and existing under the laws of the State of [] (together, with its successors in such capacity, the “System Lessor”). WHEREAS, the Provider intends to develop, install, own, operate and maintain a [________] MW [ground-mounted/rooftop] photovoltaic solar electric generating facility to be located in [________] (the “Project”); WHEREAS, the Provider and the Customer entered into that certain Power Purchase & Storage Services Agreement, dated as of [], 2019 (as amended, amended and restated, modified or supplemented from time to time, the “Assigned Agreement”);1 WHEREAS, the Project will be sold by the Provider to the System Lessor pursuant to that certain Participation Agreement (as amended, the “Participation Agreement”) dated as of the date hereof, among the Provider, the System Lessor, [], not in its individual capacity but as owner trustee, and [] (“Owner Participant”); WHEREAS, the System Lessor will lease the Project back to the Provider pursuant to that certain Lease Agreement, a related Project Schedule and a Certificate of Acceptance (as amended, the “Lease Agreement”) dated as of the date hereof, between the System Lessor and the Provider; WHEREAS, the Provider will grant the System Lessor a first priority security interest in and to all of the Provider’s assets, including the Assigned Agreement, pursuant to a security agreement in form and substance acceptable to the System Lessor (as amended, amended and restated, modified or supplemented from time to time, the “Security Agreement”); and WHEREAS, it is a condition precedent to the Owner Participant’s obligation to make its investment in the System Lessor and for the System Lessor to acquire the Project under the Participation Agreement and lease the Project to the Provider under the Lease Agreement that the Customer execute and deliver this Consent. NOW, THEREFORE, as an inducement to the Owner Participant to make its investment in the System Lessor and for the System Lessor to acquire the Project under the Participation Agreement and lease the Project to the Provider under the Lease Agreement, and in consideration 1 NTD: Can be expanded to include any additional agreements to which the Customer is a party. of good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, the parties hereto hereby agree as follows: 1. CONSENT TO ASSIGNMENT, ETC. (a) Consent to Assignment. The Customer (i) acknowledges that the Provider and the System Lessor have entered into the Participation Agreement and the Owner Participant’s obligation to make its investment in the System Lessor and for the System Lessor to acquire the Project under the Participation Agreement and lease the Project to the Provider under the Lease Agreement will be made in reliance upon the execution and delivery by the Customer of the Assigned Agreement and this Consent, (ii) consents in all respects to the pledge and assignment to the System Lessor of all of the Provider’s right, title and interest in, to and under the Assigned Agreement pursuant to the Security Agreement, and (iii) acknowledges the right, but not the obligation, of the System Lessor or the System Lessor’s designee, in the exercise of the System Lessor’s rights and remedies under the Lease Agreement, the Security Agreement, and related documents to make all demands, give all notices, take all actions and exercise all rights of the Provider in accordance with the Assigned Agreement, and agrees that in such event the Customer shall continue to perform its obligations under the Assigned Agreement; provided that in the event, with respect to the Assigned Agreement, there exists a conflict between any notice given or action taken by the System Lessor and any notice given or action taken by the Provider, such conflict shall be resolved in favor of the notice given or the action taken by the System Lessor. (b) Substitute Owner. The Customer agrees that, if the System Lessor notifies the Customer that an event of default under the Lease Agreement has occurred and is continuing and that the System Lessor has exercised its rights (i) to have itself or its designee substituted for the Provider under the Assigned Agreement, (ii) to acquire or have its designee or assignee acquire the Provider, or (iii) to sell, assign, transfer or otherwise dispose of the Assigned Agreement to a third party, including in a judicial or non-judicial foreclosure sale, then the System Lessor, the System Lessor’s designee or such third party (each, a “Substitute Owner”) shall be substituted for the Provider under the Assigned Agreement and, in such event, the Customer will (x) recognize the Substitute Owner as its counterparty to the Assigned Agreement, (y) take any actions and execute any documents, agreements or instruments reasonably necessary to effect such substitution, and (z) continue to perform its obligations under the Assigned Agreement in favor of the Substitute Owner pursuant to the terms hereof and thereof. (c) Right to Cure. (i) Notwithstanding anything to the contrary contained in the Assigned Agreement, the Customer shall not exercise any right it may have under the Assigned Agreement, at law or in equity, to cancel, suspend or terminate the Assigned Agreement or any of its obligations under the Assigned Agreement, as the result of any default or other action or omission of the Provider in the performance of any of its obligations under the Assigned Agreement, or upon the occurrence or non-occurrence of any event or condition under the Assigned Agreement that would immediately or with the passage of any applicable grace period or the giving of notice, or both, enable the Customer to terminate or suspend its obligations or exercise any other right or remedy under the Assigned Agreement or under applicable law (hereinafter an “Assigned Agreement Default”), until it first gives prompt written notice of such Assigned Agreement Default to the System Lessor and the Owner Participant and affords the System Lessor and the System Lessor’s respective successor, assignee and/or designee a period of at least ninety (90) days (or, if such default is a payment default, forty-five (45) days) to cure such default, commencing from the later to occur of (x) the System Lessor’s and the Owner Participant’s receipt of such notice, and (y) the expiration of any notice periods or cure periods provided for in the Assigned Agreement; provided, however, that if (1) an event of default under the Lease Agreement has occurred and is continuing, the System Lessor has exercised its rights to foreclose on the Project as a result thereof and possession of the Project is necessary to cure any such non-monetary default, then, so long as the System Lessor or the System Lessor’s respective successor, assignee and/or designee is diligently pursuing such foreclosure proceedings, the time periods specified in this Section 1(c) for curing an Assigned Agreement Default shall be extended for the time taken to complete foreclosure proceedings, and (2) any such party is prohibited from curing any such Assigned Agreement Default by any process, stay or injunction issued by any governmental authority or pursuant to any bankruptcy or insolvency proceeding involving the Provider, then the time periods specified in this Section 1(c) for curing an Assigned Agreement Default shall be extended for the period of such prohibition. (ii) No such cancellation, suspension or termination of the Assigned Agreement by the Customer shall be binding upon the System Lessor without the notice and extended cure period specified in this Section 1(c). Any dispute that may arise under the Assigned Agreement notwithstanding, the Customer shall continue performance under the Assigned Agreement and resolve any dispute without discontinuing such performance until the lapse of the notice and extended cure period specified in this Section 1(c). (d) No Termination, Assignment or Material Amendments. The Customer shall not enter into any consensual cancellation or termination of the Assigned Agreement (except with respect to termination in the event of a default by the Provider, subject to the limitations and extended cure periods provided for in Section 1(c)), or assign, novate or otherwise transfer any of its right, title or interest thereunder or consent to any such assignment or transfer by the Provider without, in each such case, the written consent of the System Lessor. The Customer shall not enter into or agree to any amendment, supplement, assignment or other modification to, or benefit from any waiver under, the Assigned Agreement without the prior written consent of the System Lessor. (e) Replacement Agreement. In the event that the Assigned Agreement is rejected or otherwise terminated as a result of any bankruptcy or insolvency proceeding affecting the Provider, the Customer shall, at the option of the System Lessor or the System Lessor’s respective successor, assignee and/or designee, enter into a new agreement with the System Lessor or any Substitute Owner (or its transferee or other nominee that owns or leases the Project) having terms substantially the same as the terms of the Assigned Agreement. Thereafter, references in this Consent to the “Assigned Agreement” shall be deemed to refer to such new agreement. (f) No Liability. The Customer acknowledges and agrees that none of the System Lessor, or the System Lessor’s respective successor, assignee and/or designee or the Owner Participant shall have any liability or obligation under the Assigned Agreement as a result of this Consent, the Security Agreement, the Lease Agreement or otherwise, nor shall the System Lessor or the System Lessor’s respective successor, assignee and/or designee be obligated or required to (i) perform any of the Provider’s obligations under the Assigned Agreement, except, in the case of the System Lessor or the System Lessor’s respective successor, assignee and/or designee, during any period in which the System Lessor or the System Lessor’s respective successor, assignee and/or designee is a Substitute Owner pursuant to Section 1(b), in which case the System Lessor or other Substitute Owner shall not be liable for acts or omissions of the Provider and the obligations of such Substitute Owner shall otherwise be no more than those of the Provider under the Assigned Agreement, or (ii) take any action to collect or enforce any claim for payment assigned under the Security Agreement or any related document. (g) Delivery of Notices. The Customer shall deliver to the System Lessor and the Owner Participant, concurrently with the delivery thereof to the Provider, a copy of each notice, request or demand given by the Customer pursuant to the Assigned Agreement. (h) Acknowledgements. The Customer agrees to execute such acknowledgements or other similar instruments as the System Lessor may reasonably request in connection with the transactions contemplated by this Consent. 2. PAYMENTS UNDER THE ASSIGNED AGREEMENT (a) Payments. The Customer will pay all amounts payable by it under the Assigned Agreement, if any, in lawful money of the United States of America, in immediately available funds and in the manner required by, and subject to the terms and conditions of, the Assigned Agreement, directly into the account specified on Exhibit A hereto, or to such other person or account as may be specified from time to time by the System Lessor to the Customer in writing. (b) No Offset, etc. All payments required to be made by the Customer under the Assigned Agreement shall be made without any offset, recoupment, abatement, withholding, reduction or defense whatsoever. 3. REPRESENTATIONS AND WARRANTIES OF THE CUSTOMER The Customer makes the following representations and warranties to the System Lessor, the Provider and the Owner Participant as of the date hereof, which shall survive the execution and delivery of this Consent and the Assigned Agreement and the consummation of the transactions contemplated hereby and thereby: (a) Organization; Power and Authority. The Customer is a political subdivision of the State of California, and is duly qualified, authorized to do business and in good standing in all jurisdictions where it is required to be so qualified and authorized to do business, and has all requisite power and authority to enter into and to perform its obligations under this Consent and the Assigned Agreement, and to carry out the terms hereof and thereof and the transactions contemplated hereby and thereby. (b) Authorization. The execution, delivery and performance by the Customer of this Consent and the Assigned Agreement have been duly authorized by all necessary action on the part of the Customer and do not require any approval or consent of any holder (or any trustee for any holder) of any indebtedness or other obligation of (i) the Customer, or (ii) any other person or entity, except approvals or consents which have previously been obtained. (c) Execution and Delivery; Binding Agreements. Each of this Consent and the Assigned Agreement is in full force and effect, has been duly executed and delivered on behalf of the Customer and constitutes the legal, valid and binding obligation of the Customer, enforceable against the Customer in accordance with its terms except as the enforceability hereof or thereof may be limited by (i) bankruptcy, insolvency, reorganization, or other similar laws affecting the enforcement of creditors’ rights generally, and (ii) general equitable principles (whether considered in a proceeding in equity or at law). (d) Litigation. There is no legislation, litigation, action, suit, proceeding or investigation pending or (to the best of the Customer’s knowledge after due inquiry) threatened against the Customer before or by any court, administrative agency, arbitrator or governmental authority, body or agency which, if adversely determined, individually or in the aggregate, (i) could adversely affect the performance by the Customer of its obligations under this Consent or the Assigned Agreement, or that could modify or otherwise adversely affect the Approvals (as defined in Section 3(f)), (ii) questions the validity, binding effect or enforceability of this Consent or the Assigned Agreement, any action taken or to be taken pursuant hereto or thereto or any of the transactions contemplated hereby or thereby, or (iii) could have a material adverse effect upon (x) the value, validity, perfection or enforceability of the liens granted to the System Lessor under the Security Agreement and other security documents, or (y) the ability of the System Lessor to enforce any of its rights and remedies under the Assigned Agreement or this Consent. (e) No Conflict. The execution and delivery of this Consent and the Assigned Agreement and the performance by the Customer under this Consent and the Assigned Agreement will not violate, result in a breach of, default under or conflict with (i) any law, rule, regulation, order, permit or decree applicable to the Customer, (ii) its organizational documents, or (iii) the terms of any other agreement binding on the Customer. (f) Government Consent. No consent, order, authorization, waiver, approval or any other action, or registration, declaration or filing with, any person, board or body, public or private (collectively, the “Approvals”), is required to be obtained by the Customer in connection with the execution, delivery or performance of this Consent, the Assigned Agreement or the consummation of the transactions contemplated hereunder and thereunder, except any Approvals which have previously been obtained. (g) No Default or Amendment. Neither the Customer nor, to the Customer’s knowledge after due inquiry, the Provider or any other party to the Assigned Agreement is in default of any of its obligations thereunder (or has claimed force majeure, emergency, or any other excuse for performance thereunder which is still ongoing as of the date hereof). The Customer has no existing counterclaims, offsets, defenses, or claims for change orders against the Provider under the Assigned Agreement. To the Customer’s knowledge, no event or condition exists that would either immediately or with the passage of any applicable grace period or giving of notice, or both, enable either the Customer or the Provider to terminate or suspend its obligations (or the performance of such obligations) under the Assigned Agreement. The Assigned Agreement has not been amended, modified or supplemented in any manner other than as indicated above. (h) No Previous Assignments. The Customer has no notice of, and has not consented to, any previous assignment of all or any part of its right, title or interest in, to or under the Assigned Agreement. (i) [Purchase Option. The Customer has not taken any official action requiring or authorizing the exercise of any purchase option available to it under the Assigned Agreement, has not decided whether or not it will exercise any such purchase option, and is under no legal or economic compulsion to exercise any such purchase option; provided, however, nothing herein shall prohibit the Customer from exercising any purchase option under the Assigned Agreement when it becomes exercisable in accordance with its term and such exercise shall not be deemed to be a breach of this representation and warranty.] (j) Liens; Mortgages. The Customer has no knowledge of any existing lease, mortgage, security interest or other interest in or lien upon the [Premises], which could attach to the Project as an interest adverse to the System Lessor’s interest therein. Representations and Warranties. All representations, warranties and other statements made by the Customer in the Assigned Agreement were true and correct in all material respects as of the date when made and, except for those that by their terms speak as of a specific date, are true and correct in all material respects as of the date hereof. 4. ADDITIONAL PROVISIONS 2 (a) [Commercial Operation Date. The Commercial Operation Date is _____________. (b) Use of Electricity. None of the electricity to be sold under the Assigned Agreement will be used to generate energy for the purpose of heating a swimming pool. (c) Project. The Customer has approved the Project as installed at the [Premises]. (d) Access Rights. The System Lessor and the System Lessor’s respective successors, assignees and/or designees shall have the same rights as the Provider to access the Project in order to install, operate, maintain and remove the Project as the right accorded to the System Lessor under the Lease Agreement and the Security Agreement. (e) Notice of Ownership. The Customer will use commercially reasonable efforts to place its successors, assigns and lien holders on notice of the ownership of the Project by the Provider or the System Lessor, the existence of the security interest, and the fact that the Project is not part of the [Premises] or a fixture thereof, as necessary and appropriate to avoid confusion or adverse claims. (f) Amendments. The Customer acknowledges that, under the Provider’s financing arrangements, the Provider is not permitted to agree to an amendment or assignment of the Assigned Agreement without prior written consent of the System Lessor.] 2 NTD: Additional provisions to be added to address specific matters contained in the PPA. 5. MISCELLANEOUS (a) Applicable Law; [Submission to Jurisdiction]. THIS CONSENT, AND ANY INSTRUMENT OR AGREEMENT REQUIRED HEREUNDER (TO THE EXTENT NOT EXPRESSLY PROVIDED FOR THEREIN), SHALL BE GOVERNED BY, AND CONSTRUED UNDER, THE LAWS OF THE STATE OF CALIFORNIA, APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN SUCH STATE AND WITHOUT REFERENCE TO CONFLICTS OF LAWS. (b) [Reserved.] (c) Notices. All notices and other communications hereunder (i) shall be in writing, (ii) shall be effective upon actual receipt thereof by the party or parties to whom such notice is addressed, except that any communication or notice so transmitted by telecopy or electronic mail shall be deemed to have been validly and effectively given on the day (if a business day and, if not, on the next following business day) on which it is transmitted if transmitted during normal business hours of the recipient, and if transmitted after that time, on the next following business day, in each case as evidenced by transmittal confirmation received by the transmitter, (iii) shall be delivered by hand or overnight courier service or mailed by certified or registered mail, sent by facsimile or via electronic mail, and (iv) shall be directed as follows: If to the Customer: [________] [________] [________] Attention: [________] Telephone: [________] Facsimile: [________] Email: [________] If to the Provider: [●] If to the System Lessor: [●] The above parties may, by notice given hereunder, designate any further or different addresses to which subsequent notices or other communications shall be sent. (d) Amendment, Waiver. Neither this Consent nor any of the terms hereof may be terminated, amended, supplemented, waived or modified except by an instrument in writing signed by the Customer, the Provider and the System Lessor. (e) Third Party Beneficiary. The Owner Participant shall be an express third-party beneficiary of this Consent. The Owner Participant shall be entitled to enforce the rights of the System Lessor hereunder. (f) No Waiver; Remedies Cumulative. The waiver of any right, breach or default under this Consent by any party must be made specifically and in writing. No failure or delay on the part of the System Lessor in exercising any right, power or privilege hereunder and no course of dealing between the Customer and the System Lessor shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other exercise, or the further exercise, of any other right, power or privilege hereunder. No notice to or demand upon any party will entitle such party to any further, subsequent or other notice or demand in similar or any other circumstances. The rights and remedies herein expressly provided are cumulative and not exclusive of any rights or remedies that the System Lessor would otherwise have. (g) Counterparts. This Consent may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered, including by e-mail or other electronic transmission, shall be deemed an original, but all of which shall together constitute one and the same instrument. (h) Headings Descriptive. The headings of the several sections and subsections of this Consent are inserted for convenience only and shall not in any way affect the meaning or construction of any provision of this Consent. (i) Severability. In case any provision in or obligation under this Consent shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. (j) Successors and Assigns. This Consent shall be binding upon the parties hereto and their permitted successors and assigns and shall inure to the benefit of the parties, their designees and their respective permitted successors and assigns; provided, however, that no party or its respective successor or assign shall assign any of its interest in this Consent except in connection with an assignment of its interests in the Assigned Agreement and then only to the same person(s) or entity(ies) to which its interest in the Assigned Agreement is so assigned. (k) Survival. All agreements, statements, representations and warranties made by the Customer herein shall be considered to have been relied upon by the System Lessor and the Owner Participant and shall survive the execution and delivery of this Consent. (l) Conflicts. In the event of a conflict between any provision of this Consent and any provision of the Assigned Agreement, the provisions of this Consent shall prevail. (m) Further Assurances. Each party hereto hereby agrees to execute and deliver all such instruments and take all such action as may be necessary to effectuate fully the purposes of this Consent. [SIGNATURE PAGES FOLLOW] Signature Page to Consent IN WITNESS WHEREOF, the parties hereto have caused this Consent to be executed by their respective officers as of the date first above written. [________] as the Customer By: ____________________________________ Name: Title: [________] as the Provider By: ____________________________________ Name: Title: [●], as the System Lessor By: ____________________________________ Name: Title: Signature Page to Consent Exhibit A to Consent Payment Instructions Accounts Bank ABA Number [________]3 Account Number [________] Account Name [________]] Reference [________] 3 Account information to be confirmed and included. Appendix A to Guarantee EXHIBIT C SYSTEM PERFORMANCE GUARANTEE (the “Guarantee”) ARTICLE I. ADDITIONAL DEFINED TERMS Actual Generation means, for each Guarantee Year during the Term and with respect to the System, the System’s alternating current or “AC” electricity production in kilowatt- hours (“kWh”) as measured under Section 3.02. Annual Deficit has the meaning set forth in Section 3.01. Annual System Performance Report means the report that summarizes annual system performance in kWh and includes calculations for Weather Adjustment and True-up Period calculations. Avoided Energy Price per kWh means the amount that the Customer will be paid by Provider for each Kilowatt-hour as set out in Appendix B (Avoided Energy Price) of this Guarantee. Data Acquisition System or DAS means Provider’s system that displays historical meteorological and production data over an Internet connection and consists of hardware located on-Site and software housed on Provider’s DAS server. The DAS measures and logs, at a minimum, the following parameters on a 15-minute average basis at the Site: actual AC electricity production of the System (in kWh) and solar irradiance (in W/m2). Expected Energy means, for the System in a specified Guarantee Year, the kilowatt hours for the System set forth on Appendix A (Expected Energy) of this Guarantee. Excused Performance Event means: • Force Majeure Event; • Impingements on solar access by structures or activities on neighboring sites or by facilities that are beyond the control of either Party; • Externally caused outages, including: o Warranty Exclusions: hours during any period when the System or any portion thereof is off-line due to an event that would constitute an exclusion under any applicable manufacturer’s, System, workmanship or other applicable warranty. o Network Disturbance Hours: hours during any period when a fluctuation in the utility network parameters (e.g., a frequency or voltage variation) result in the disconnection of the inverters or the System from the utility network and prevented energy from being evacuated from the System. o Network Outage Hours: hours during any period when a failure in the distribution network or in the connection infrastructure prevented energy from being evacuated from the System. o Third-Party Equipment Servicing Hours: equipment or System outage hours during any period that result from service issues related to non-Provider equipment or delays in procuring non-Provider replacement parts. Exhibit C (Performance Guarantee) o Customer-Caused Hours: hours during any period when the equipment or the System is off-line due to Customer-required outages or Customer-caused delays in Site access. o Major Maintenance Hours: hours during any period when the equipment or the System is off-line due to Customer-required major maintenance work. Guaranteed Level means 90% of the Expected Energy for a Guarantee Year for the System. Guarantee Year means each successive 12-month period during the Term commencing on the Commercial Operation Date. PVSim means the software program utilized by Provider to predict the amount of energy that the System will produce in an average year which has the following characteristics: (1) based on PVFORM, the photovoltaic simulation software produced by Sandia National Laboratories and the US Department of Energy, (2) all photovoltaic characteristics are modeled, (3) all ancillary array losses are taken into account and (4) PVSim simulations use either measured data or typical meteorological year files from Meteonorm and NREL. SEMMY or “Simulated Energy in a Measured Meteorological Year”, means, with respect to any Guarantee Year, Year 1 AC Energy output of the System simulated by PVSim using measured average hourly irradiance, wind speed, and air temperature as recorded by the Data Acquisition System, holding all other inputs equal to those used in calculating SETMY. SETMY or “Simulated Energy for a Typical Meteorological Year”, means the Year 1 AC Energy output of the System simulated by PVSim using average hourly irradiance, wind speed, and air temperature data contained within the Weather File. True-up Period means each successive one (5)-year period during the Term commencing on the first day of the Term. Weather Adjustment means the ratio described in Section 3.01. Section 3.01 Weather File means the typical meteorological year data set specified for the System set forth on Appendix C (Weather File) of this Guarantee. ARTICLE II. PERFORMANCE GUARANTEE CONSIDERATION Section 2.01 Consideration The Parties agree that the consideration set forth in Section 5.1 of the Agreement includes adequate consideration for the terms, conditions and provisions of this Guarantee. ARTICLE III. PERFORMANCE GUARANTEE Provider guarantees to Customer that the Actual Generation of the System during any Guarantee Year, subject to the limitations, terms and conditions stated in this Guarantee shall not be less than the Guaranteed Level. Section 3.01 Guaranteed Output Calculations. Provider shall calculate the Annual Deficit for the System for each Guarantee Year during the Term: Exhibit C (Performance Guarantee) (a) Annual Deficit = (Expected Energy x Guaranteed Level) x Weather Adjustment – Actual Generation Where the Weather Adjustment ratio is as follows: Simulated Energy in a Measured Meteorological Year (SEMMY) Simulated Energy for a Typical Meteorological Year (SETMY) For each Guarantee Year, within thirty (30) days after the end of such Guarantee Year, Provider shall calculate the Annual Deficit for the System. Customer has the right to access all data and information supporting Provider’s calculation of the Annual Deficit. (b) Guarantee Payment Reimbursement. At the end of each True-up Period: (i) if the sum of Annual Deficits > 0, then Provider shall pay to Customer an amount equal to the cumulative product of (y) the Annual Deficits and (z) the Avoided Energy Price per kWh (a “Guarantee Payment”); (ii) Provider shall promptly notify Customer of any Guarantee Payment due. Provider shall make Guarantee Payments within thirty (30) days of the date of the notice provided in the first sentence of this paragraph. Section 3.02 Actual Generation Measurement. Provider shall measure Actual Generation for the System for each Guarantee Year as follows: (a) Initial Output Data Collection. During the Term, Provider will collect energy output data using its Data Acquisition System. For each Guarantee Year, Provider will sum the daily kWh output for the System provided by the DAS to calculate the Actual Generation for the System for such Guarantee Year. (b) Equipment Calibration and Replacement. Provider may request to have the meteorological equipment independently calibrated or replaced at its own expense every eighteen (18) to thirty (30) months. Provider shall notify the Customer of the scheduled calibration date and time no less than 30 days prior, and shall provide the Customer written proof of calibration or replacement. (c) Contingency for Equipment Failure. In the event of hardware, communication, or other failure affecting the DAS, Provider will make commercially-reasonable efforts to resolve the failure in a timely manner. In the event that data is lost, Actual Generation for each affected System shall be adjusted to compensate for such lost data as follows: (i) In lieu of lost meteorological data, Provider will utilize such data obtained from a nearby meteorological station that Provider monitors and selects for such purpose. (ii) In lieu of lost electricity data, Provider will utilize the cumulative data from System meter readings to calculate the electricity generated by each affected System during the missing interval. In the event that data Exhibit C (Performance Guarantee) from the System meter is inaccurate or missing, Provider will simulate electricity production during the missing interval utilizing measured meteorological data and PVSim. The simulated electricity production during the missing interval will be added to the Actual Generation for each affected System for the subject Guarantee Year. ARTICLE IV. CUSTOMER RESPONSIBILITIES Section 4.01 Customer’s Failure to Uphold Responsibilities. Provider shall promptly notify Customer of any breach (“Out of Compliance Letter”) of (i) Customer’s obligation to pay Provider for the Solar Services pursuant to the Agreement and (ii) any Customer obligations pursuant to the Agreement that directly (A) hinder the amount of Energy delivered by the System or (B) degrade the functionality of the System. Upon Customer’s cure of all failures described in an Out of Compliance Letter, Provider will notify Customer (“In Compliance Letter”) that Customer is complying with Customer’s Responsibilities. For any period between the issuance of an Out of Compliance Letter and of an In Compliance Letter (a “Noncompliance Period”), to the extent that Customer’s non-compliance actually impacts the Actual Generation of the System, any Actual Generation from such affected Systems in such month(s) shall be disregarded in the calculation of Annual Deficits for such Systems under Section 3.01, and the Expected Energy for any affected System in any Guarantee Year in which there is a Noncompliance Period shall be reduced by a proportionate amount. ARTICLE V. EXPECTED ENERGY ADJUSTMENT Section 5.01 Adjustment of Expected Energy. If, and to the extent, any of the following events results in a change in the production of electricity by the System, Expected Energy for that System shall be adjusted correlatively for the period of such change: (a) Subject to Provider’s obligations under any warranty it provides in connection with the Systems (including any Provider obligation, with respect to the System, in connection with any requirements under the California Solar Initiative program), a material portion of the components of the System fails, and the manufacturer of such component(s) refuses, or otherwise fails to honor its corresponding warranty; (b) Customer fails to perform any of its obligations under the PPA – such as obligations related to maintaining the System’s interconnection to the local utility grid or limiting outages (as defined in the Agreement) – and such failure reduces the amount of electricity that the System can generate or deliver. (c) There is any failure of the System to perform caused by legislative, administrative or executive action, regulation, order or requisition of any federal, state or local government, local utility or public utilities commission; (d) There is an Excused Performance Event; or Exhibit C (Performance Guarantee) (e) Adjustment to the Expected Energy, or a reduction in the amount of Energy that Provider is obligated to deliver, is permitted or required under the Agreement. Section 5.02 Notification of Changes to Expected Energy. If Provider determines that any changes to Expected Energy for the System are required based on an event or events described in Section 5.01, then Provider shall notify the Customer, in writing, of the basis for its determination, and Provider shall either provide revised definitions of Expected Energy in exhibits that, upon mutual agreement of the Parties, which shall not be unreasonably denied or delayed, shall replace the current exhibits to this Guarantee, or specify a date by which it shall do so. Appendix A to Guarantee Appendix A – Expected Energy Guarantee Year Expected Annual kWh 1 1,262,133 2 1,258,978 3 1,255,831 4 1,252,691 5 1,249,559 6 1,246,436 7 1,243,319 8 1,240,211 9 1,237,111 10 1,234,018 11 1,230,933 12 1,227,855 13 1,224,786 14 1,221,724 15 1,218,670 16 1,215,623 17 1,212,584 18 1,209,552 19 1,206,528 20 1,203,512 21 1,200,503 22 1,197,502 23 1,194,508 24 1,191,522 25 1,188,543 Total 30,624,634 Appendix B to Guarantee Appendix B – Avoided Energy Price Guarantee Year Avoided Energy Price per kWh 1 $0.0048 2 $0.0049 3 $0.0051 4 $0.0052 5 $0.0054 6 $0.0056 7 $0.0057 8 $0.0059 9 $0.0061 10 $0.0063 11 $0.0065 12 $0.0066 13 $0.0068 14 $0.0070 15 $0.0073 16 $0.0075 17 $0.0077 18 $0.0079 19 $0.0082 20 $0.0084 21 $0.0087 22 $0.0089 23 $0.0092 24 $0.0095 25 $0.0098 Appendix C to Guarantee Appendix C – Weather File SolarAnywhereTGY2016_(10km)_37.95_-122.15 Schedule A DESCRIPTION OF SITE Facility System Size (kW DC) Product Type Module qty & type - SunPower Inverters- qty & type-Delta 30 Douglas Dr, Martinez, CA 94553 775.50 Carport – Helix 1.5 (1650) SPR- X21-470- COM (6) M80U_121 (1) M60U_121 (2) M42U_121 (2) M36U_121 Schedule B DESCRIPTION OF SYSTEM  PV System Array Layouts and Electrical Single Line Diagrams h>>Kd/KEdϭϲϬϬ͕ϰϴϬsWK/EdK&/EdZKEEd/KEWZKWK^^K>Z^t/d,KZ>Kd/KEE^dWhWdZE^&KZDZ>Kd/KE;RRR;;;;;;;;;;ZhEуϵϵϴ>&WZKWK^^dWKtEdZE^&KZDZ>Kd/KEϭϮϯ;;;;ϯϮΖϱϬϮϱϵϲ͕Zs<^>͗ϭZZz>zKhdϭͬϲϰΗсϭΖͲϬΗ^,d+$5%285:$<6287+5,&+021'&$86$  Zs^/'Eη^Z/Wd/KEd  WZK:dKWWKZdhE/dzZs/^/KE^E'/EZΖ^^dDWϭΗϬϭϮΗ/&Z/^EKdKE/E,͕Zt/E'/^EKddK^>KEdZK^dKhEdzϯϬKh'>^Z/sϯϬKh'>^Z/sDZd/E͕ϵϰϱϱϯͲͲͲϰϯϮϭϰϯϮϭ>ϭϬϬϬϭϱϱϳϮϴϴͺ>ͺϯϬKh'>^Z/sͺW&dͺ͘t'ϰͬϭϬͬϮϬϭϵϳ͗ϮϭWDZZz>zKhd7,(5>'E͗WZKWK^>/',dWK>ZDKs>WZKWK^dZZDKs>WZKWK^Yh/WDEdWWZKWK^WK/EdK&/EdZKEEd/KEKEh/d^;^^ͲWK/ͿKEh/d^;^WͲ^^ͿKEh/d^;/EsͲ^WͿ;RϬϬϬϭϱϱϳϮϴϴͲϬϬϵϭϯϬϬ WZKWK^> ϬϴͲϭϲͲϭϴ Z :Ͳ ^/dEt/E&KZDd/KE ϬϰͲϬϴͲϭϵ  :^WZK:d^hDDZz ZWKZddKd>ηK&DKh> ϭϲϱϬDKh>dzW ^WZͲyϮϭͲϰϳϬͲKDηK&/EsZdZϭϭ^z^dD^/;ŬtͿϳϳϱ͘ϱϬ^z^dD^/;ŬtͿϳϯϱ͘ϮϬ352-(&76800$5<WE>KZͲZWKZdEKWz >> ηDKh> η^dZ/E'<t;ͿDϴϬhͺϭϮϭ;ϭϴ^dZͿDϲϬhͺϭϮϭ;ϭϱ^dZͿDϰϮhͺϭϮϭ;ϭϮ^dZͿDϯϲhͺϭϮϭ;ϵ^dZͿ<t;Ϳ>/^d/E';<tͲͿd/>d/Dhd,^//Dhd,^WtZZhE;/EsͲ^WͿZhE;^WͲ^^Ϳ^WϬϭ ϭ ϲdžϴϱ ϱϭϬ ϱϭ Ϯϯϵ͘ϳϮϭ ϮϯϮ ϮϯϬ͘ϵϵϴϭϬΣ ϭϰϬΣ ͲϰϬΣϯϱ͕ϭϰϬ͕ϮϰϬϮϬϱ^WϬϮϮϲdžϵϱ ϱϳϬ ϱϳ Ϯϲϳ͘ϵϮϭϭϮϱϭ͘ϲ Ϯϱϭ͘Ϯϯϳϯϱ͕ϭϬϱ͕ϮϭϬ͕Ϯϰϱϭϰϱ^WϬϯ ϯ ϲdžϵϱ ϱϳϬ ϱϳ Ϯϲϳ͘ϵϮϭϭϮϱϭ͘ϲ Ϯϱϭ͘Ϯϯϳϯϱ͕ϭϰϬ͕Ϯϰϱ͕ϮϳϱϳϱϭϲϱϬ ϭϲϱ ϳϳϱ͘ϱϬ ϲ ϭϮϮϳϯϱ͘Ϯ ϳϯϯ͘ϰϳϮEKd^͗ϭ͘ ϭϭϬDW,t/EKE;^ϳͲϭϬͿd'KZz//͕yWK^hZ͘Ϯ͘ ^EKt>KϬW^&͕>sd/KEϭϴϴΖϯ͘ KZZK^/KEZd͗΀Ϯ͘ϮђŵͬLJƌ΁͕΀ϰ͗ϵϵй͕ϱ͗ϵϵй΁ϰ͘ ZYh/ZKd/E'&KZWZ'>sE/^d>/EKZZdK,/sϭϬzZ>/&&KZWWZEK&Zh^d͗'ϭϭϱϱ͘ ZYh/ZKd/E'&KZWZ'>sE/^d>/EKZZdK,/s>/&d/DK^dKsZϮϱzZ^͗'ϮϭϬϯ͘ DdZηW'ΘϳϱϱϱZϬϰ͘ ZZz^,KtEKEZ/>/D'͗ϱ͘ ZZzDKhEd/E'^dZhdhZ͗,>/yZWKZdϭ͘ϱϲ͘ ^dEZEKWz>KtͲE>ZE͗ϭϭΖWZKs/&KZ^dEZs,/>ϳ͘ h/>/E'KZYh/Z^ϮϬΖD/E͘>ZE&ZKDy/^d/E'h/>/E'^ϴ͘ &/ZWZdDEdZYh/Z^ϮϬΖD/E͘>ZE>KE'DZ'Ez^^ZKhd^ϵ͘ dKd>K&dZ^dKZDKs͗ϭϱϭϬ͘ dKd>K&>/',dWK>dKZDKs͗ϯ D>K;EͿ^K>ZWE>KZ'E^WηϬϮϰϬϬ͕ ϰϴϬs͕ϯࡏ͕ϰt͕ ϯϱŬ/͕ EDϯZϭϮϱϭϮϱϴϬϳϬD>K;EͿ^K>ZWE>KZ'E^WηϬϯϰϬϬ͕ ϰϴϬs͕ ϯࡏ͕ ϰt͕ ϯϱŬ/͕ EDϯZϭϮϱϭϮϱϴϬϳϬϭϱͬϭWϭϱdZE^&KZDZ;Ϳ>K^D/EKD/E'^d/KE'E^Zs/W'Θ;Ϳhd/>/dzW'ΘDdZηϳϱϱϱZϬϭϲϬϬϭϲϬϬ͕ϰϴϬsͬϮϳϳs͕ϯɌ͕ϰt͕ϲϱŬ/͕EDϯZ;ͿD/E^t/d,KZh>^WϬϭ^WϬϮ^WϬϯhs'ED;EͿ^WtZWs'EZd/KEDdZhWE>hs/D//ZddzW͗ϯϯϯŵs^W>/dKZ;^^ϬϭͿ^K>Z^t/d,KZϭϮϬϬ͕ ϰϴϬs͕ ϯࡏ͕ϰt͕ ϲϱŬ/͕ EDϯZϭϮϬϬ&ͬϭϮϬϬ^ϯϱϬϰϬϬϰϬϬϭϱDdZ/E'EKd͗KWd/KEϭ͗ydZE>DdZE>K^hZxd,DK>EhDZ&KZWZͲt/ZDdZE>K^hZEϯϯϯDs^W>/dKZd^/^͗hWE>ϵϭϬϰyͲ//ZͲϯϯϯͲWͲtͲWh^,E/E>h^d,ZEdDKh>/E/d/KEdKd,Z^ͲϰϴϲdZD/E>>K<͘xdDK>^ZhdͲ,ϬϰϬͬ,Kϲϯͬ,ϭϬϬͬ,ϭϯϴͬϬϳϱͬϭϮϱͬϮϬϬͬϯϬϱϬKWd/KEϮ͗/EdZ'ZdDdZxd,,ZKZZhs/D//Z͗hs/D//ZͲͲϯϯϯͲWϭEd,ZEdDKh>͗yDͲtͲWh^,͘xdDK>^ZhdͲ,ϬϰϬͬ,Ϭϲϯͬ,ϭϬϬͬ,ϭϯϴͬϬϳϱͬϭϮϱͬϮϬϬͬϯϬϱϬ^;EͿhd/>/dz>K<>/^KEEd^t/d,ϲϱŬ/ϰϴϬsͬϮϳϳz͕ϭϮϬϬ^,E/ZΖ,ϯϲϴEZΖϭϮϬϬdzW>&h^^EDϯZ^ϰϴϬzͬϮϳϳs͗ϭϮŬs;EͿ^dWͲhWdZE^&KZDZϭϬϬϬ<sD;EͿhWE>hd/>/dzͬ^/dEdDdZddzW;ZK'Kt^</K/>Ϳ'E/EdZ&hE'ZKhE/EdZ&t/d,&//EsdzWϭϭϴ^dZ/E'^ϭϬDKh>^ͬ^dZ/E'ϯࡏ͕ϰt͕ϭϬϬ&>>dDϴϬhͺϭϮϭϴϯ͘Ϭ<t͕ϰϴϬsϵϴ͘ϱй&&^hEWKtZWZKs/KD/EZ;ϭͿηϭt'd,,E'ZKhE;hͿ;ϰͿηϭt'd,,E;hͿϮΗZ'^KEh/d/EsZdZKE&/'hZd/KE^ϬϮͲ/EsͲϬϭ;ϭϴ^dZ/E'^ͿϬϮͲ/EsͲϬϮ;ϭϴ^dZ/E'^ͿϬϮͲ/EsͲϬϯ;ϭϮ^dZ/E'^ͿϬϯͲ/EsͲϬϭ;ϭϴ^dZ/E'^ͿϬϯͲ/EsͲϬϮ;ϭϴ^dZ/E'^ͿϬϯͲ/EsͲϬϯ;ϭϮ^dZ/E'^ͿϬϯͲ/EsͲϬϰ;ϵ^dZ/E'^Ϳ'E/EdZ&hE'ZKhE/EdZ&t/d,&//EsdzWϮϭϱ^dZ/E'^ϭϬDKh>^ͬ^dZ/E'ϯࡏ͕ϰt͕ϴϬ&>>dDϲϬhͺϭϮϭϲϲ͘Ϭ<t͕ϰϴϬsϵϴ͘ϱй&&^hEWKtZWZKs/KD/EZ;ϭͿηϭt'd,,E'ZKhE;hͿ;ϰͿηϭt'd,,E;hͿϮΗZ'^KEh/d'E/EdZ&hE'ZKhE/EdZ&t/d,&//EsdzWϯϭϮ^dZ/E'^ϭϬDKh>^ͬ^dZ/E'ϯࡏ͕ϰt͕ϱϲ͘Ϯ&>>dDϰϮhͺϭϮϭϰϲ͘Ϭ<t͕ϰϴϬsϵϴ͘ϱй&&^hEWKtZWZKs/KD/EZ;ϭͿηϭt'd,,E'ZKhE;hͿ;ϰͿηϭt'd,,E;hͿϮΗZ'^KEh/d'E/EdZ&hE'ZKhE/EdZ&t/d,&//EsdzWϰϵ^dZ/E'^ϭϬDKh>^ͬ^dZ/E'ϯࡏ͕ϰt͕ϰϴ͘Ϯ&>>dDϯϲhͺϭϮϭϯϵ͘ϲ<t͕ϰϴϬsϵϴ͘ϱй&&^hEWKtZWZKs/KD/EZ;ϭͿηϭt'd,,E'ZKhE;hͿ;ϰͿηϭt'd,,E;hͿϮΗZ'^KEh/dD>K;EͿ^K>ZWE>KZ'E^WηϬϭϰϬϬ͕ ϰϴϬs͕ ϯࡏ͕ ϰt͕ ϯϱŬ/͕ EDϯZϭϮϱϭϮϱϭϬϬϬϭͲ/EsͲϬϭ;ϭϴ^dZ/E'^ͿϬϭͲ/EsͲϬϮ;ϭϴ^dZ/E'^ͿϬϭͲ/EsͲϬϯ;ϭϱ^dZ/E'^Ϳ^ϭϮŬs͗ϰϴϬzͬϮϳϳs;EͿ^dWͲKtEdZE^&KZDZϭϬϬϬ<sy&DZϮy&DZϭ^^ϬϮͲ/EsͲϬϰ;ϵ^dZ/E'^Ϳ^,d+$5%285:$<6287+5,&+021'&$86$  Zs^/'Eη^Z/Wd/KEd  WZK:dKWWKZdhE/dzZs/^/KE^E'/EZΖ^^dDWϭΗϬϭϮΗ/&Z/^EKdKE/E,͕Zt/E'/^EKddK^>KEdZK^dKhEdzϯϬKh'>^Z/sϯϬKh'>^Z/sDZd/E͕ĂůĐƵůĂƚŝŽŶϵϰϱϱϯͲͲͲͲϬϬϬϭϱϱϳϮϴϴϰϯϮϭϰϯϮϭϮϬϭϬϬϬϭϱϱϳϮϴϴͺϭ>ͺϯϬKh'>^Z/s͘t'ϰͬϵͬϮϬϭϵϱ͗ϱϴD>dZ/>^/E'>>/E/'ZD^W/&/>dZ/>EKd^͗>/E^/KEEd/KEWZZd͘ϳϬϱ͘ϭϮ;Ϳ͘t/Z^dKKsZhZZEds/^,>>/E^d>>/EZ/'/^d>KEh/dt/d,'ZKhEh^,/E'^WZZd͘ϮϱϬ͘ϵϮ͘h^KEEd/KE^^,>>Z>/^dzϯZWZdzd^d/E''Ez/&d,KEEd/KE/^EKd/EKZEt/d,d,>/^d/E'K&d,Yh/WDEd͘/&t/ZZhEy^ϭϬΖ͕t/Z^^,>>dZD/Ed/E^Zs/Yh/WDEdt/d,>>/D/dZ^WZZd͘ϳϬϱ͘ϯϭ͘KEEd/KE^,>>Dh^/E'y/^d/E'K>d,K>^͕E&dKZzh^^/E'^,>>EKdZ/>>͘'E'KWZd͕>K<>͕s/^/>KWE/^KEEd>>/EsZdZ^Z>/^ddKh>ϭϳϰϭdK/EKZWKZdEd/Ͳ/^>E/E'Ed,&K>>Kt/E'WZKdd/KE^͗ϱϬϱϭϱϵ ϮϳϱϭEϴϭKϴϭhϭϮϯEhdZ>h^^,>>EKdKEdKd,'ZKhEh^E^,>>/^K>d&ZKDd,E>K^hZhE>^^Kd,Zt/^^W/&/ϰDdZ/E'EKd^͗&KZWsWZKhd/KEDKE/dKZ/E'͗ydZE>DdZE>K^hZEϯϯϯŵs^W>/dKZd&KZ^/dhd/>/dzEd>KDKE/dKZ/E'ydZE>DdZE>K^hZEZK'Kt^</dϱZWKZdDKh>^/E&KDK>dzW ^WZͲyϮϭͲϰϳϬͲKDEDW>d^d ϰϳϬ͘ϬϬWd ϰϯϴ͘ϬϬ/^ ϲ͘ϰϱsK ϵϭ͘ϱϬ/DW ϲ͘ϬϲsDW ϳϳ͘ϲϬs&&͘;sKͿͲϬ͘Ϯϳs&&͘;sDWͿͲϬ͘Ϯϵ/EsZdZdzWDϴϬhͺϭϮϭ DϲϬhͺϭϮϭ DϰϮhͺϭϮϭ DϯϲhͺϭϮϭZdKhdWhd;ŬtͿϴϬ ϲϬ ϰϮ ϯϲDyKhdWhd;ŬtͿϴϯ ϲϲ ϰϲ ϰϬηK&^dZ/E' ϭϴ ϭϱϭϮϵ^dZ/E'>E'd,ϭϬϭϬϭϬϭϬηK&DKh>^ͬ/EsZdZϭϴϬ ϭϱϬ ϭϮϬ ϵϬ^dZ/E'DysK>d';sKͿϵϴϲ͘ϭϮ ϵϴϲ͘ϭϮ ϵϴϲ͘ϭϮ ϵϴϲ͘ϭϮ^dZ/E'KWZd/E'sK>d';sDWͿϲϱϵ͘ϳϬ ϲϱϵ͘ϳϬ ϲϱϵ͘ϳϬ ϲϱϵ͘ϳϬ^dZ/E'^,KZdhZZEd;/^Ϳϲ͘ϰϱ ϲ͘ϰϱ ϲ͘ϰϱ ϲ͘ϰϱ^dZ/E'KWZd/E'hZZEd;/DWͿϲ͘Ϭϲ ϲ͘Ϭϲ ϲ͘Ϭϲ ϲ͘ϬϲηK&/EsZdZͬdzWϲϭϮϮŝƌĐƵŝƚWŵĂdž;ŬtͿ sZĂƚĞĚ;sͿ /DĂdž͘;ͿŽŶĚƵĐƚŽƌͬWŚdLJƉĞ>ͬhdĞƌŵŝŶĂůdĞŵƉ͘s͘Z& 'KW;ͿηŽŶĚƵŝƚƐ^ŝnjĞdLJƉĞ dĞŵƉ͘ĞƌĂƚĞ&ŝůůĞƌĂƚĞKŶĞtĂLJŝƐƚ͘ йs͘ƌŽƉ/EsdzWϭ ϴϮ͘ϳϲϰ ϰϴϬ ϭϬϬ;ϭͿηϭd,tEͲϮh ϳϱΣ ηϲ ηϲ ϭϮϱϭϭͲϭͬϰΗDd Ϭ͘ϵϭϭϮϳϱĨƚϭ͘ϰϭй/EsdzWϮ ϲϱ͘ϰϳ ϰϴϬ ϴϬ;ϭͿηϯd,tEͲϮ h ϳϱΣ ηϴ ηϴ ϭϬϬ ϭϭͲϭͬϰΗDd Ϭ͘ϵϭ ϭϮϰϬĨƚϭ͘ϱϰй/EsdzWϯ ϰϱ͘ϵϳϮ ϰϴϬ ϱϲ͘Ϯ;ϭͿηϰd,tEͲϮh ϳϱΣ ηϴ ηϴ ϴϬϭϭΗDd Ϭ͘ϵϭϭϮϳϱĨƚϭ͘ϱϯй/EsdzWϰ ϯϵ͘ϳϯϳ ϰϴϬ ϰϴ͘Ϯ;ϭͿηϲd,tEͲϮ h ϳϱΣ ηϴ ηϴ ϳϬ ϭ ϭΗ Dd Ϭ͘ϵϭ ϭϮϳϱĨƚϮ͘Ϭϴй^WϬϭ ϮϯϬ͘ϵϵϴ ϰϴϬ ϮϴϬ;ϮͿηϰͬϬd,tEͲϮ >ϳϱΣηϭ ηϭ ϯϱϬ Ϯ ϮΗ WsͲϰϬ Ϭ͘ϵϭ ϭϮϬϱĨƚϭ͘Ϭϭй^WϬϮ Ϯϱϭ͘Ϯϯϳ ϰϴϬ ϯϬϰ͘ϰ;ϮͿϮϱϬd,tEͲϮ> ϳϱΣ ηϭ ηϭ ϰϬϬϮϮͲϭͬϮΗWsͲϰϬ Ϭ͘ϵϭϭϭϰϱĨƚϬ͘ϲϯй^WϬϯ Ϯϱϭ͘Ϯϯϳ ϰϴϬ ϯϬϰ͘ϰ;ϮͿϮϱϬd,tEͲϮ > ϳϱΣ ηϭ ηϭ ϰϬϬ ϮϮͲϭͬϮΗWsͲϰϬ Ϭ͘ϵϭ ϭϳϱĨƚϬ͘ϯϯйhs Ͳ ϰϴϬ ϱ;ϭͿηϭϰd,tEͲϮh ϳϱΣ Ͳ ηϭϰ ϭϱ ϭϭͬϮΗWsͲϰϬ Ϭ͘ϵϭ ϭϭϬϬĨƚϭ͘ϰϮй^^ ϳϯϯ͘ϰϳϮ ϰϴϬ ϴϴϴ͘ϴ;ϰͿϱϬϬd,tEͲϮ > ϳϱΣ ϮϱϬ ϮϱϬ ϭϮϬϬ ϰϯͲϭͬϮΗWsͲϰϬ Ϭ͘ϵϭ ϭϯϬĨƚϬ͘ϭϬйy&DZϭϳϯϯ͘ϰϳϮ ϭϮϬϬϬ ϯϱ͘ϮϵϬϮϮϭ͕ͬηϮt';>Ϳ͕ϭͬϯE͕ϭϱŬs^,/>>͕DsͲϭϬϱ͕ϭϬϬй/E^h>d/KEϱϬ /ZdKZ/E'ϵϵϴĨƚy&DZϮϳϯϯ͘ϰϳϮ ϰϴϬ ϴϴϴ͘ϴ;ϰͿϱϬϬd,tEͲϮ> ϳϱΣ ϮϱϬ ϮϱϬ ϭϮϬϬ ϰϯͲϭͬϮΗWsͲϰϬ Ϭ͘ϵϭ ϭϯϬĨƚϬ͘ϭϬйh>ϳϯϯ͘ϰϳϮ ϰϴϬ ϴϴϴ͘ϴ;ϰͿϯϱϬd,tEͲϮ h ϳϱΣηϯͬϬ ηϯͬϬϭϮϬϬ ϰϮͲϭͬϮΗDd Ϭ͘ϵϭ ϭϯϬĨƚϬ͘Ϭϵй ^ͲϬϬϭϮϵϳϳ WZKWK^> ϬϱͲϮϵͲϭϴ W z^ͲϬϬϭϯϭϭϳ ^/dEt/E&KZDd/KE ϬϮͲϮϬͲϭϴ Z : Ͳ ,E'^z^dD^/ ϬϰͲϬϵͲϭϵ W :^/EsZdZ^hDDZzd>^Wη EKWzη WKtZ>/^d/E';<tͲͿWKtZ ηK&^dZ/E'^ηK&DKh>^DϴϬhͺϭϮϭϭϴ^dZDϲϬhͺϭϮϭϭϱ^dZDϰϮhͺϭϮϭϭϮ^dZDϯϲhͺϭϮϭϵ^dZ^WϬϭ ϭ ϮϯϮ ϮϯϬ͘ϵϵϴ Ϯϯϵ͘ϳ ϱϭ ϱϭϬ Ϯ ϭ^WϬϮ Ϯ Ϯϱϭ͘ϲ Ϯϱϭ͘Ϯϯϳ Ϯϲϳ͘ϵ ϱϳ ϱϳϬ Ϯ ϭ ϭ^WϬϯ ϯ Ϯϱϭ͘ϲ Ϯϱϭ͘Ϯϯϳ Ϯϲϳ͘ϵ ϱϳ ϱϳϬϮϭϭdKd> ϳϯϱ͘Ϯ ϳϯϯ͘ϰϳϮ ϳϳϱ͘ϱ ϭϲϱ ϭϲϱϬ ϲ ϭ Ϯ Ϯ35(/,0,1$5<127)25&216758&7,21 CONFIDENTIAL Schedule C Schedule C PV SYSTEM PRICING The following pricing is based on the Standard System Design Package described in Exhibit A. kWh Rate ($/kWh) Term (Years) Annual Rate Escalator (% / Year) $0.1344 25 0% Schedule D TERMINATIONS VALUES Applicable Date : Years from Commercial Operation Date Termination Value ($) 0 Year $3,692,799 1 Year $2,982,661 2 Years $2,673,282 3 Years $2,362,596 4 Years $2,050,842 5 Years $1,737,382 6 Years $1,695,787 7 Years $1,652,628 8 Years $1,608,098 9 Years $1,561,601 10 Years $1,513,303 11 Years $1,463,915 12 Years $1,412,905 13 Years $1,359,773 14 Years $1,305,170 15 Years $1,249,190 16 Years $1,192,016 17 Years $1,133,258 18 Years $1,073,080 19 Years $1,011,462 20 Years $948,547 21 Years $884,001 22 Years $817,960 23 Years $750,407 24 Years $681,457 EXECUTION VERSION CONFIDENTIAL NOTE: 1305 Macdonald Ave, Richmond, CA 94801 POWER PURCHASE AGREEMENT Dated as of June 18, 2019 by and between Solar Star Co Co 1, LLC as Provider and Contra Costa County as Customer TABLE OF CONTENTS CONFIDENTIAL POWER PURCHASE AGREEMENT .................................................................................................... 1 RECITALS: ................................................................................................................................................ 1 AGREEMENT: .......................................................................................................................................... 1 1. Definitions. ..................................................................................................................................... 1 2. Purchase and Sale of Solar Services; License. ............................................................................ 5 2.1 Purchase and Sale of Solar Services. ..................................................................... 5 2.2 License. .................................................................................................................. 5 3. Design, Construction, Installation and Testing of System. ....................................................... 6 3.1 Installation.............................................................................................................. 6 3.2 Conditions Precedent to Commencement of Construction and Installation. ......... 7 3.3 Utility Approvals. .................................................................................................. 8 3.4 Energy Delivery. .................................................................................................... 8 3.5 Risk of Loss; Exclusive Control. ........................................................................... 8 3.6 Termination Values. ............................................................................................... 9 4. Operation and Maintenance of System. ...................................................................................... 9 4.1 O&M Work; Phone/Data Line. .............................................................................. 9 4.2 Malfunctions and Emergencies. ............................................................................. 9 4.3 Metering. .............................................................................................................. 10 4.4 Title to System. .................................................................................................... 10 4.5 Outages. ............................................................................................................... 11 4.6 Compliance with Utility Specifications. .............................................................. 11 5. Purchase of Solar Services. ........................................................................................................ 11 5.1 Purchase Requirement. ........................................................................................ 11 5.2 Environmental Attributes; Environmental Financial Incentives. ......................... 12 6. Price and Payment. ..................................................................................................................... 13 6.1 Price. .................................................................................................................... 13 6.2 Taxes. ................................................................................................................... 13 6.3 Billing and Payment. ............................................................................................ 13 7. General Covenants. ..................................................................................................................... 14 7.1 Provider’s Covenants. .......................................................................................... 14 7.2 Customer’s Covenants. ........................................................................................ 15 8. Insurance Requirements. ........................................................................................................... 16 8.1 Provider’s General Liability Insurance. ............................................................... 16 8.2 Customer’s Insurance. .......................................................................................... 17 9. Force Majeure Events. ................................................................................................................ 17 10. Term; Customer Options; Termination. .................................................................................. 18 10.1 Term. .................................................................................................................... 18 10.2 Customer Options Upon Cessation of Business Operations at Site. .................... 18 10.3 Customer Options Upon Expiration of Term. ...................................................... 19 10.4 Customer Purchase Options Prior to Expiration Date. ........................................ 19 10.5 Payment of Termination Value on Termination Date. ......................................... 20 10.6 Provider Termination. .......................................................................................... 20 11. Defaults. ....................................................................................................................................... 21 11.1 Customer Default. ................................................................................................ 21 11.2 Provider Default. .................................................................................................. 22 12. Remedies Following Default. ...................................................................................................... 23 12.1 Customer’s Remedies Upon Occurrence of a Provider Default. ......................... 23 12.2 Provider’s Remedies Upon Customer Default. .................................................... 23 12.3 No Consequential Damages. ................................................................................ 24 12.4 Effect of Termination of Agreement. ................................................................... 24 12.5 Limitation of Liability. ......................................................................................... 24 13. Indemnification. .......................................................................................................................... 24 13.1 Indemnification by Provider. ............................................................................... 24 13.2 Indemnification by Customer. ............................................................................. 25 13.3 Notice of Claims. ................................................................................................. 25 13.4 Defense of Action. ............................................................................................... 25 13.5 Survival of Provisions. ......................................................................................... 26 14. Miscellaneous Provisions. ........................................................................................................... 26 14.1 Notices. ................................................................................................................ 26 14.2 Authority. ............................................................................................................. 27 14.3 Assignment .......................................................................................................... 28 14.4 Successors and Assigns. ....................................................................................... 29 14.5 Entire Agreement. ................................................................................................ 29 14.6 Amendments to Agreement. ................................................................................ 30 14.7 Waivers; Approvals. ............................................................................................ 30 14.8 Partial Invalidity................................................................................................... 30 14.9 Execution in Counterparts. ................................................................................... 30 14.10 Governing Law; Jurisdiction; Forum. .................................................................. 30 14.11 Attorneys’ Fees. ................................................................................................... 31 14.12 No Third Party Rights. ......................................................................................... 31 14.13 Treatment of Additional Amounts. ...................................................................... 31 14.14 No Agency. .......................................................................................................... 31 14.15 No Public Utility. ................................................................................................. 32 14.16 No Recourse to Affiliates..................................................................................... 32 14.17 Cooperation with Financing. ................................................................................ 32 14.18 Setoff. 32 14.19 Service Contract. .................................................................................................. 32 15. Confidential Information. .......................................................................................................... 32 16. Estoppel Certificate. ................................................................................................................... 33 Exhibits, Schedules Exhibit A - System Design and Construction Exhibit B - Form of Financing Party Acknowledgment Exhibit C - Performance Guarantee Schedule A - Description of Site Schedule B - Description of System Schedule C - System Pricing Schedule D - Termination Values - 1 - POWER PURCHASE AGREEMENT This POWER PURCHASE AGREEMENT (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of June 18, 2019 (the “Effective Date”), is by and between Solar Star Co Co 1, LLC, a limited liability company formed under the laws of the State of Delaware (“Provider”), and Contra Costa County, a political subdivision of the State of California (“Customer”). RECITALS: WHEREAS, Customer leases or owns, directly or indirectly, facilities in that certain location in California as more fully described in Schedule A of the Appendices hereto (the “Site”); WHEREAS, Customer desires that Provider install, maintain and operate, and Provider desires to install, maintain and operate, the System (as hereinafter defined) to be located on the Site; and WHEREAS, Provider desires to sell, and Customer desires to purchase, (a) the Solar Services (as hereinafter defined), including the delivery of electrical energy generated by the System (the “Energy”) and (b) other services pursuant to the terms and conditions set forth herein. NOW THEREFORE, in consideration of the mutual promises set forth below, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: AGREEMENT: 1. Definitions. Unless otherwise defined herein: (a) capitalized terms used in this Agreement shall have the respective meanings set forth in this Section 1; (b) the singular shall include the plural and vice versa; (c) the word “including” shall mean “including, without limitation”, (d) references to “Sections,” “Exhibits,” “Appendices” and the like shall be to sections, exhibits, appendices, etc. of or to this Agreement; (e) the words “herein,” “hereof” and “hereunder” shall refer to this Agreement as a whole and not to any particular section or subsection hereof; and (f) references to this Agreement shall include a reference to all exhibits hereto, as the same may be amended, modified, supplemented or replaced from time to time. “Agreement” has the meaning set forth in the preamble. “Annual Rate Escalator” means the percentage set forth in Schedule C. “Applicable Law” shall mean, with respect to any Governmental Authority, any constitutional provision, law, statute, rule, regulation, ordinance, treaty, order, decree, judgment, decision, certificate, holding, injunction, registration, license, franchise, permit, authorization, guideline, governmental approval, consent or requirement of such 2 Governmental Authority, enforceable at law or in equity, along with the interpretation and administration thereof by any Governmental Authority. “Claim Notice” shall have the meaning set forth in Section 13.3. “Code” shall mean the Internal Revenue Code of 1986, as amended. “Commercial Operation Date” shall have the meaning set forth in Section 3.4. “Confidential Information” shall have the meaning set forth in Section 15. “Customer” shall have the meaning set forth in the preamble. “Customer Default” shall have the meaning set forth in Section 11.1. “Effective Date” shall have the meaning set forth in the preamble. “Energy” shall have the meaning set forth in the preamble. “Environmental Attributes” includes, without limitation, tradable renewable certificates, green-e tags, allowances, reductions or other transferable indicia denoting carbon offset credits or indicating generation of a particular quantity of energy from a renewable energy source by a renewable energy facility attributed to the Energy during the Term created under a renewable energy, emission reduction, or other reporting program adopted by a Governmental Authority, or for which a registry and a market exists (which, as of the Effective Date are certificates issued by Green-e in accordance with the Green-e Renewable Electric Certification Program, National Standard Version 1.3 administered by the Center of Resource Solutions) or for which a market may exist at a future time. “Environmental Financial Incentives” shall mean each of the following financial rebates and incentives that is in effect as of the Effective Date or may come into effect in the future: (i) performance-based incentives, rebates and any other incentive programs offered by or in the State of California (or any political subdivision thereof) under the federal government’s, any municipality’s, any utility’s or any other state’s program or initiative (including, if applicable, subsidies available under the Self Generation Incentive Program administered through the California Public Utilities Commission), incentive tax credits (including investment tax credits arising under the Code) other tax benefits or grants in lieu thereof (including without limitation the monetization of tax benefits), and accelerated depreciation (collectively, “Incentives”), howsoever named or referred to, with respect to any and all fuel, emissions, air quality, energy generation, or other environmental or energy characteristics, resulting from the construction, ownership or operatio n of the System or from the use of solar generation or the avoidance of the emission of any gas, chemical or other substance into the air, soil or water attributable to the sale of Energy generated by the System; and (ii) all reporting rights with respect to such Incentives. “Estimated Year 1 Production” shall mean the amount set forth in Schedule B to this Agreement. 3 “Expiration Date” shall have the meaning set forth in Section 10.1. “Fair Market Value” shall have the meaning set forth in Section 10.3.2. “Financing Party” means any third-party entity providing debt or equity financing to Provider (or any successor or assignee thereof) with respect to the System, including without limitation a party providing construction financing, a lessor in a sale -leaseback transaction, a partner in a partnership flip transaction, or a limited liability company member in a n equity sale transaction . “Force Majeure Event” shall mean, when used in connection with the performance of a Party’s obligations under this Agreement, any of the following events to the extent not caused by such Party or its agents or employees, which is not preventable by such Party as of the Effective Date: a) war, riot, acts of a public enemy or other civil disturbance; b) acts of God, including but not limited to, storms, floods, lightning, earthquakes, hailstorms, ice storms, tornados, typhoons, hurricanes, landslides, volcanic eruptions, range or forest fires, and objects striking the earth from space (such as meteorites), sabotage or destruction by a third party (other than any contractor retained by or on behalf of the Party) of facilities and equipment relating to the performance by the affected Party of its obligations under this Agreement; c) acts of federal, state or local government agencies, including changes in Applicable Law, that result in increasing Provider’s costs of construction and installation, or continuing operation, of the System by 15% or more; and d) strikes, walkouts, lockouts or similar industrial or labor actions or disputes. “Governmental Authority” shall mean any federal, state, regional, county, town, city, or municipal government, whether domestic or foreign, or any department, agency, bureau, or other administrative, regulatory or judicial body of any such government. “Indemnified Party” shall have the meaning set forth in Section 13.3. “Indemnifying Party” shall have the meaning set forth in Section 13.3. “Interconnection Point” shall have the meaning set forth in Section 3.5. “kWh Rate” shall have the meaning set forth in Section 6.1. “License” shall have the meaning set forth in Section 2. “Liens” shall have the meaning set forth in Section 7.1.3. “Meter” shall have the meaning set forth in Section 4.3.1. 4 “Monthly Period” shall mean the period commencing on the Commercial Operation Date and ending on the last day of the calendar month in which the Commercial Operation Date occurs, and, thereafter, all subsequent one (1) month periods during the Term. “Monthly Production” shall mean, for each Monthly Period, the amount of Energy delivered during such Monthly Period. “O&M Work” shall have the meaning set forth in Section 4.1.1. “Party” shall mean each of Customer and Provider (and/or any successor or permitted assignee thereof). “Person” shall mean any individual, corporation, partnership, company, limited liability company, joint venture, association, trust, unincorporated organization or Governmental Authority. “Provider” shall have the meaning set forth in the preamble (and includes its successor(s) and permitted assignee(s)). “Provider Default” shall have the meaning set forth in Section 11.2. “Renewal Rate” shall mean the fair market price for electricity generated by solar photovoltaic systems as determined by agreement of the Parties or through the appraisal process applicable to the purchase option contained in this Agreement. “Reporting Rights” means the right to report ownership of the Environmental Attributes or the Environmental Financial Incentives associated with the Energy to any federal, state, or local agency, authority or other party, including without limitation 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. “Scheduled Outage” shall have the meaning set forth in Section 4.5. “Site” has the meaning set forth in the first recital. “Solar Services” mean all solar services provided to Customer by Provider hereunder, including the provision of Energy. “Standards” shall have the meaning set forth in Section 3.1.1. “System” shall mean the solar photovoltaic system installed pursuant to this Agreement at the Site and more fully described in Schedule B hereto; provided, however, that the term “System” shall only include equipment and materials up to but not including the Interconnection Point of the System. “Term” shall have the meaning set forth in Section 10.1. “Termination Date” shall have the meaning set forth in Section 10.1. 5 “Termination Value” shall mean, on any date of determination (or, if such date is not a scheduled termination date, the scheduled termination date immediately preceding such date) the applicable amount specified for such date in Schedule D to this Agreement. “Transfer Taxes” shall have the meaning set forth in Section 6.2.1. 2. Purchase and Sale of Solar Services; License. 2.1 Purchase and Sale of Solar Services. Customer hereby engages Provider to provide the services set forth in this Agreement, including the Solar Services to Customer, and Provider agrees to provide the services set forth in this Agreement, including the Solar Services to Customer, all in accordance with the terms and conditions set forth herein. Customer shall provide Provider with access to the Site in accordance with the terms of this Agreement. Provider may retain one or more contractors or subcontractors to fulfill its obligations hereunder; provided that Provider shall remain liable for performance of its obligations hereunder 2.2 License. Customer hereby grants to Provider and to Provider’s agents, employees and subcontractors an irrevocable, non-exclusive license running with the Site for access to, on, over, under or across the Site (the “License”) for the purpose of (i) installing, constructing, operating, maintaining, accessing, removing and replacing the System; (ii) performing all of Provider’s obligations and enforcing all of Provider’s rights set forth in this Agreement; and (iii) installing, using and maintaining electric lines and equipment, including inverters and meters, necessary to interconnect the System to Customer’s electric system at the Site or to the utility’s electric distribution system or that otherwise may from time to time be useful or necessary in connection with the construction, installation, operation, maintenance, or repair of the System. The term of the License is the Term of this Agreement plus the period of time necessary for Provider to remove the System pursuant to Section 10.3.3, but in no case later than one hundred eighty (180) days after the Expiration Date with respect to the System (the “License Term”). During the License Term, Customer shall preserve and protect Provider’s rights under the License and Provider’s access to the Site and shall not interfere with or permit any third parties to interfere with Provider’s rights or access. Except for an emergency situation as described in Section 4.2.1(a) or (b) (an “Emergency Situation”), Provider shall notify Customer in writing, which may be made via email to Customer’s Energy Manager, 40 Muir Road, Martinez, CA 94553 (Frank.DiMassa@pw.cccounty.us), or to any other address Customer may designate in a written notice to Provider, forty-eight (48) hours before Provider intends to access the Site pursuant to the License. Notwithstanding that the License granted herein is irrevocable, Customer reserves the right to exclude Provider, its agents, employees and subcontractors from the Site in the event that Customer notifies Provider of a breach of the License and Provider fails to cure such breach pursuant to Section 11.2.1 of this Agreement; provided, however, that, Customer 6 agrees not to exclude Provider, its agents, employees and subcontractors from the Site (A) in the event of an Emergency Situation as described in Section 4.2 so long as Customer has been notified of such an Emergency Situation pursuant to Section 4.2 and (B) in the event that the System is to be removed pursuant to this Agreement. 3. Design, Construction, Installation and Testing of System. 3.1 Installation. Subject to Section 3.2, Provider will cause the System to be designed, engineered, installed and constructed at the Site substantially in accordance with the terms of this Agreement, including without limitation, the provisions of Exhibit A (System Design and Construction). Customer shall review and approve, such approval not to be unreasonably withheld or delayed, all construction plans, including engineering evaluations of the impact of the System on the structural integrity and strength of the location where the System is installed inside, on or near Customer’s buildings. Provider shall organize the procurement of all materials and equipment for the installation work and maintain the same at the Site. Subject to the terms of the License, Provider shall perform installation work at the Site during the times set forth in Exhibit A and Schedule B in a manner that minimizes inconvenience to and interference with Customer’s and Customer’s invitees’ and Customers’ use of the Site to the extent commercially practical. Notwithstanding the foregoing, in the event that Provider determines in its sole discretion that it is unable to install the System at the Site, it shall be under no obligation to do so, and this Agreement shall terminate and be of no further force and effect upon written notice from Provider to Customer to that effect. 3.1.1 System Design and Construction. Exhibit A (System Design and Construction) attached hereto sets forth the design, engineering and construction specifications for the System, as well as assumptions made by the Provider regarding the Site conditions, the electrical conditions, and System attributes (such assumptions being referred to herein as the “Standards”). Schedule B (Description of System) sets forth the known actual conditions for the Site and the System, including deviations from the Standards. The Standards are such that the described items for the System will not need repair, replacement, modification or construction beyond that described in Exhibit A and Schedule B in order for Provider to properly construct and install the System. If the construction and installation of the System is required for any reason (except for reasons attributable to Provider) to deviate from the Standards and Schedule B, Provider will notify the Customer and provide an estimate of any incremental cost to Customer and Customer will have the option to (i) pay the incremental cost at the time the cost is incurred and billed to the Customer, (ii) pay the incremental cost over the Term through a calculated increase in the kWh Rate, or (iii) elect an alternative location subject to the conditions of Section 3.1.2. 3.1.2 Alternative Location. Prior to the Commercial Operation Date, if the Customer’s interest in the Site is a leasehold interest and the Customer is unable to obtain the landlord’s consent in accordance with the License or Customer chooses an alternative location per Section 3.1.1, Customer will have the option to elect an alternative location if Environmental 7 Attributes and Environmental Financial Incentives financially equivalent to or better than those associated with the original location are available for the alternative location, and if the expected System kWh output and construction cost at the alternative location are equivalent to or superior than those associated with the originally proposed location. Such alternative location is subject to Provider approval, not to be unreasonably withheld. If an alternative location cannot be established, Provider will have the right to terminate per Section 3.2. 3.2 Conditions Precedent to Commencement of Construction and Installation. 3.2.1 Commencement by the Provider of construction and installation activities with respect to the System are subject to the satisfaction of the following conditions precedent (in addition to the condition set forth in Section 3.3): (a) Provider shall have closed financing for construction and long-term ownership of the System and the Solar Services to be performed at the Site and, to the extent required pursuant to the applicable financing documentation, the third party financing institution providing such financing shall have been provided with the materials referred to in Section 14.17 and Section 16; (b) Provider shall have entered into the applicable contract(s) for construction and installation of the System, subject to the terms of the applicable financing, if any; (c) Provider shall have obtained the permits, licenses and other approvals required by Applicable Law to be obtained by Provider prior to such commencement; (d) Provider shall have received satisfactory notice that the applications for Environmental Financial Incentives for the System have been accepted and approved by the appropriate governing agency; and (e) Provider shall have received from Customer satisfactory evidence that the project—including the System, the License, and the work and Solar Services described in this Agreement—is exempt from the regulatory jurisdiction of local agencies (including zoning, building, and land-use requirements) or that all required local agency approvals and permits have been obtained. provided, however, that if any of the foregoing conditions precedent have not been satisfied on or before June 17, 2020 (the “CP Date”), Provider shall have the option to terminate this Agreement without triggering the default provisions of this Agreement or any liability under this Agreement, and if Provider does not terminate this Agreement one hundred eighty (180) days following the CP Date, Customer may terminate this Agreement without triggering the default provisions of this Agreement or any liability under this Agreement. 8 Alternatively, in the event that such conditions precedent are not satisfied by such date, the Parties may mutually agree to amend this Agreement to revise the Commercial Operation Date and term of this Agreement. 3.3 Utility Approvals. Notwithstanding that Provider shall have primary responsibility for preparing applications and obtaining all permits, licenses and approvals required for the performance of work under this Agreement, Customer agrees to reasonably assist Provider in obtaining necessary permits, licenses and approvals in connection with the installation, operation and maintenance of the System, including the submission of applications for interconnection of the System with the local electric utility. Customer shall not make any material changes to its electrical equipment at the Site after the date on which the applicable utility interconnection application is submitted unless any such changes, individually or in the aggregate, would not adversely affect the approval by such utility of such interconnection. Should the local electric utility fail to approve the interconnection of the System or require equipment in addition to the equipment set forth in Schedule B in connection with the Site, Provider may, at Provider’s option, terminate this Agreement immediately subsequent to notification from the local utility. The Parties shall not be obligated to go forward with installation of the System if the applicable utility approvals are conditioned upon material upgrades to the existing electrical infrastructure and neither Party elects to provide for such upgrades. Customer also agrees to assist Provider and make all necessary repairs or changes to the existing electrical infrastructure so that the Site and System are eligible for the Environmental Financial Incentives. 3.4 Energy Delivery. The date on which the delivery of Energy from the System commences (the “Commercial Operation Date”) shall be the date on which all of the following shall have occurred: (a) Provider shall have certified to Customer in writing that the System is substantially complete and available for commercial operation; (b) all permits and licenses required to be obtained under Applicable Law in connection with the operation of the System shall have been obtained and be in full force and effect; and (c) Customer shall have entered into an interconnection agreement with the local electricity utility. In no event shall Provider have any liability to Customer for a delay in the Commercial Operation Date caused by Customer, Customer’s electricity provider, a local agency issuing permits for the System or any other third parties outside of Provider’s control. 3.5 Risk of Loss; Exclusive Control. As between the Parties, Provider will be deemed to be in exclusive control (and responsible for any property damage or injuries to persons caused thereby) of the Energy up to but excluding the point where the System is interconnected to Customer’s electrical intertie; e.g., the Customer’s line-side tap (the “Interconnection Point”) and Customer will be deemed to be in exclusive control 9 (and responsible for any property damage or injuries to persons caused thereby) of the Energy at and from the Interconnection Point. Risk of loss related to the Energy will transfer from Provider to Customer at the Interconnection Point. 3.6 Termination Values. The Parties acknowledge and agree that the Termination Values with respect to the applicable System are as set forth in Schedule D of this Agreement. 4. Operation and Maintenance of System. 4.1 O&M Work; Phone/Data Line. 4.1.1 O&M Work. Provider shall provide operation, repair, monitoring and maintenance services to the System during the Term of this Agreement, including the monitoring and maintenance of metering equipment determining the quantity of electricity produced by the System (collectively, the “O&M Work”). Provider shall perform the O&M Work, either directly or indirectly through a subcontract with SunPower Corporation, Systems , an affiliate of Provider or through a third-party service provider capable of providing comparable services, provided that Provider remains responsible for all O&M Work notwithstanding any such subcontracting. Provider shall perform, or cause to be performed, the O&M Work to ensure that the System is capable of delivering the Energy in accordance with the specifications set forth in Schedule B. Provider shall use commercially reasonable efforts to enforce the terms of any contract for operations and maintenance services to which it is a party and System warranty agreements. 4.1.2 Phone/Data Line. Customer shall properly maintain, pay for and provide access to the necessary phone, computer, or other communication lines necessary to permit Provider to record the electrical output of the System for the entire Term. 4.2 Malfunctions and Emergencies. 4.2.1 Each of Customer and Provider shall notify the other within twenty- four (24) hours following the discovery by it of (a) any material malfunction in the operation of the System, (b) an interruption in the supply of Solar Services. Provider and Customer shall each designate personnel and establish procedures such that each Party may provide notice of such conditions requiring Provider’s repair or alteration at all times, twenty-four (24) hours per day, including weekends and holidays. Each Party shall notify the other Party immediately upon the discovery of an emergency condition in the System. 4.2.2 Provider shall commence repairs to the malfunctioning System and restore the supply of the Energy, as soon as reasonably possible after notice or upon its own discovery of any of the conditions specified in Section 4.2.1 during normal business hours and, subject to Section 2, take steps to mobilize personnel to commence repairs after notice or discovery of a condition requiring repair or other corrective action. If an emergency condition exists, Provider shall dispatch the appropriate personnel immediately upon becoming aware thereof to perform the necessary repairs or corrective action in an expeditious and safe manner. For routine and emergency repairs, the Parties shall contact the persons set forth below: 10 If to Provider: Wayne Webb, Senior Manager, Operations & Maintenance 2900 Esperanza Crossing, 2nd Floor Austin, TX 78759 (510) 439 – 4663 or (800) 251-9728 Wayne.Webb@sunpowercorp.com with a copy to: customer.service@sunpower.com 4.3 Metering. 4.3.1 Meters. For the term of this Agreement, Provider shall install and maintain a utility-grade kilowatt-hour (“kWh”) meter (the “Meter”) at the System for the measurement of Energy provided to Customer, which shall measure the kWh output of the System on a continuous basis. Upon Customer’s written request, Provider shall furnish a copy of all technical specifications and accuracy calibrations for the Meter, as well as all metering data and energy production and consumption calculations. Provider shall test the Meter in compliance with manufacturer’s recommendations. 4.3.2 Customer Audits and Inspections. Once per calendar year, Customer shall have the right to audit all Meter data upon reasonable notice, and any such audit shall be at Customer’s sole cost. Customer shall have a right of access to the Meter at reasonable times and with reasonable prior notice for the purpose of verifying readings and calibrations. 4.3.3 Adjustments. If testing of the Meter pursuant to Section 4.3.1 or Section 4.3.2 indicates that the Meter is in error by more than two percent (2%), then Provider shall promptly repair or replace the Meter. If the Meter is found to be in error by more than two percent (2%), Provider shall make a corresponding adjustment to the records of the amount of Energy 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. 4.3.4 Disputes. Any dispute arising out of the reading or calibration of the Meter shall be resolved in accordance with the procedures set forth in Section 6.3.2. 4.4 Title to System. Provider, or Provider’s permitted assigns with respect to the System, shall at all times retain title to and be the legal and beneficial owner of the System, including the right to any tax credits available under federal or state law, and the System shall remain the property of Provider or Provider’s assigns. The System shall remain the personal property of Provider or Provider’s assigns and shall not attach to or be deemed a part of, or fixture to, the Site. It is the Parties’ intention that t he System shall at all times retain the legal status of personal property . Provider shall be entitled to, and is hereby authorized to, file one or more precautionary Uniform Commercial Code financing statements with the California Secretary of State with 11 respect to the System in order to protect its rights in the System, provided that no such UCC financing statement shall name Customer as the debtor. The System shall be clearly marked and identified as being the property of the Provider or Provider’s assigns. The Parties intend that neither Customer nor any party related to Customer shall acquire the right to operate the System or be deemed to operate the System. 4.5 Outages. Customer shall be permitted two (2) twenty-four (24) consecutive hour days during which the System may be offline (each, a “Scheduled Outage”) per calendar year during the Term, during which days Customer shall not be obligated to accept, and if not accepted, pay for the Energy; provided, however, that Customer shall have notified Provider in writing of each such Scheduled Outage at least forty-eight (48) hours in advance of the commencement of such Scheduled Outage. In the event that Scheduled Outages at the Site exceed two (2) days per calendar year for a reason other than a Force Majeure Event, and for all unscheduled outages, Provider shall reasonably estimate the amount of Energy that would have been delivered to Customer during each hour of such excess Scheduled Outages or unscheduled outages and shall invoice Customer for such amount, which shall be payable in accordance with Section 6.3. Additionally, as set forth in Exhibit C (Performance Guarantee), Provider shall be relieved of any failure to meet the Performance Guarantee due to any Scheduled Outage or unscheduled outage. 4.6 Compliance with Utility Specifications. Provider shall ensure that the operation of the System and all Energy generated by the System conform to applicable utility specifications for energy being generated and delivered to the Site’s electric distribution system, which shall include the installation of proper power conditioning and safety equipment, submittal of necessary specifications, coordination of utility testing and verification, and all related costs. 5. Purchase of Solar Services. 5.1 Purchase Requirement. Customer agrees to purchase one hundred percent (100%) of the Energy delivered by the System during the Term of this Agreement. While the Solar Services are calculated and billed on the basis of kWh of Energy as set forth in Section 6.1, Customer acknowledges and agrees that such Solar Services represent a package of services including the production and supply of electrical energy output from the System, together with any other services associated with solar energy production that Provider may provide to Customer. The payment for Solar Services (expressed in $/kWh) is calculated to include all of the above services. Neither Party may claim that by this Agreement Provider is an electric utility subject to regulation as an electric utility or subject to regulated electricity rates. Provider shall not claim to be providing electric utility services to Customer and shall not interfere with Customer’s ability to select an electric utility provider except that, to the extent 12 Customer has a choice in selecting an electric utility provider or electricity provider, Customer shall not select an electric utility provider or electricity provider that requires, as part of their conditions for service, removal or discontinued operation of the System or the sales of Energy hereunder. 5.2 Environmental Attributes; Environmental Financial Incentives. 5.2.1 Environmental Attributes. All Environmental Attributes and associated Reporting Rights available in connection with the System are retained and owned by Customer or its assignee. Provider shall take all reasonable measures to assist Customer in obtaining all Environmental Attributes currently available or subsequently made available in connection with the System. At Customer’s request and expense, Provider shall execute all such documents and instruments reasonably necessary or desirable to effect or evidence Customer’s or its assignee right, title and interest in and to the Environmental Attributes. If the standards used to qualify the Environmental Attributes to which Customer is entitled under this Agreement are changed or modified, Provider shall, at Customer’s request and expense, use all reasonable efforts to cause the Environmental Attributes to comply with new standards as changed or modified. If Provider fails to act in good faith in completing documentation or taking actions reasonably requested by Customer, and such failure results in the loss of an Environmental Attribute that would otherwise be available, Provider shall reimburse Customer for the full amount of such lost Environmental Attribute. 5.2.2 Environmental Financial Incentives. All Environmental Financial Incentives and associated Reporting Rights available in connection with the System are retained and owned by Provider or its assignee. Customer shall take all reasonable measures to assist Provider in obtaining all Environmental Financial Incentives currently available or subsequently made available in connection with the System. At Provider’s request and expense, Customer shall execute all such documents and instruments reasonably necessary or desirable to effect or evidence Provider’s or its assignee right, title and interest in and to the Environmental Financial Incentives. If the standards used to qualify the Environmental Financial Incentives to which Provider is entitled under this Agreement are changed or modified, Customer shall, at Provider’s request and expense, use all reasonable efforts to cause the Environmental Financial Incentives to comply with new standards as changed or modified. If Customer fails to act in good faith in completing documentation or taking actions reasonably requested by Provider, and such failure results in the loss of an Environmental Financial Incentive that would otherwise be available, Customer shall reimburse Provider for the full amount of such lost Environmental Financial Incentive. 5.2.3 Customer shall not take any action or suffer any omission that would have the effect of impairing the value to the Provider of the Environmental Attributes or Environmental Financial Incentives. 5.2.4 Provider or its assignee will at all times retain all tax credits and related tax benefits (including depreciation) associated with the System. 13 6. Price and Payment. 6.1 Price. Customer shall pay Provider for the Energy provided pursuant to the terms of this Agreement at the rate per kWh (the “kWh Rate”) set forth in Schedule C for the Term of this Agreement, plus any adjustments required pursuant to Section 3.1.1, plus any additional amount required pursuant to Section 6.2. Notwithstanding the foregoing, in the event that Customer elects to renew this Agreement pursuant Section 10.3.1, Customer shall pay the Renewal Rate for Energy delivered during such renewal period. 6.2 Taxes. 6.2.1 Customer Taxes. Provider shall invoice Customer for, and Customer shall pay all sales, use, excise, ad valorem, transfer and other similar taxes (“Transfer Taxes”), but excluding in all events taxes based on or measured by net income, that are imposed by any taxing authority arising out of or with respect to the purchase or sale of the Solar Services (regardless of whether such Transfer Taxes are imposed on Provider or Customer), together with any interest, penalties or additions to tax payable with respect to such Transfer Taxes, unless such interest, penalties or additions to tax payable with respect to such Transfer Taxes are due to Provider’s failure to timely remit any such Transfer Taxes or to file any returns required by the appropriate taxing authority, and Provider shall indemnify and hold Customer harmless in such excepted cases. If Customer shall be required to by law to withhold or deduct any Transfer Taxes or other taxes imposed by any jurisdiction or any political subdivision from or in respect of any sum payable hereunder, the sum payable shall be increased as may be necessary so that, after taking all required deductions, Provider shall have received an amount equal to the sum it would have received had no such deductions been made. Provider will pay any ad valorem property tax imposed on the System by any taxing authority. 6.2.2 Provider Taxes. Provider will pay and hold harmless Customer from any sales or use tax imposed upon Customer arising from this Agreement, other than as set forth in the preceding Section 6.2.1, including but not limited to Provider's manufacture, installation and acquisition of the System. Provider will pay and hold harmless Customer from property tax, if any, assessed on (i) Provider’s use of the portion of the Site on which the System is installed, to the extent prescribed in the License; (ii) the System or Provider’s ownership, installation or use thereof; or (iii) any other aspect of this Agreement. Notwithstanding the foregoing, Customer shall pay and hold harmless Provider from sales and use taxes, if any, arising upon the transfer, if any, of both legal and beneficial ownership of the System to Customer pursuant to this Agreement. 6.3 Billing and Payment. Billing and payment for the Solar Services sold and purchased under this Agreement and any other amounts due and payable hereunder shall occur as follows: 14 6.3.1 Payments. Subject to adjustment in accordance with the following sentences of this Section 6.3.1, Customer shall pay to Provider for each Monthly Period during the Term within thirty (30) days after receipt of any invoice a payment for the Energy delivered by the System during each such Monthly Period equal to the product of (a) Monthly Production for the System for the relevant month multiplied by (b) the then applicable kWh Rate. Customer payments under Sections 6.3.1, above, shall be made by check to: Solar Star Co Co 1, LLC Attn: Commercial Asset Management Group c/o SunPower Capital Services, LLC 2900 Esperanza Crossing Austin, TX 78758 Payment may also be made by wire transfer of immediately available funds upon receipt of specific instructions by Provider. Upon receipt of written direction and instructions from Provider and Provider’s Financing Party, all payments to be made by the Customer to the Provider under this Agreement shall be made directly to the Provider’s Financing Party or its agent designated in a writing addressed to Customer from time to time. 6.3.2 Invoice Errors. Within thirty (30) days after receipt of any invoice, Customer may provide written notice to Provider of any alleged error therein (including any error resulting from Meter adjustments pursuant to Section 4.3.3). Customer shall pay all undisputed amounts, including the undisputed portion of any invoice, in accordance with the instructions set forth for payment under Section 6.3.1. If Provider notifies Customer in writing within thirty (30) days of receipt of such notice that Provider disagrees with the allegation of error in the invoice, the Parties shall meet, by telephone conference call or otherwise, within ten (10) days of Customer’s response for the purpose of attempting to resolve the dispute. 6.3.3 Late Payments. All payments hereunder shall be made without setoff or deduction. Any payment not made within the time limits specified in Section 6.3.1 shall bear interest from the date on which such payment was required to have been made through and including the date on which such payment is actually received by the Provider. Such interest shall accrue at a monthly rate equal to the lesser of the then prevailing prime rate of interest as published in The Wall Street Journal or the maximum interest rate permitted by Applicable Law. 7. General Covenants. 7.1 Provider’s Covenants. Provider covenants and agrees as follows: 7.1.1 Permits and Approvals. While performing this Agreement, Provider shall obtain and maintain all approvals, consents, licenses and permits from relevant Governmental Authorities, utility personnel, and (to the extent known to Provider) the Site’s owners, if Customer is not the owner of the Site, and other agreements and consents required to be obtained and maintained by Provider and to enable Provider to perform such work. Provider shall deliver copies of all permits and approvals obtained pursuant to this Section to Customer. 15 7.1.2 Health and Safety. Provider shall take all reasonably necessary safety precautions in performing this Agreement and shall comply in all material respects with all Applicable Laws pertaining to the safety of persons and real and personal property. 7.1.3 Removal of Liens. Provider shall not directly or indirectly cause, create, incur, assume or suffer to exist any mortgage, pledge, lien (including mechanics’, laborers’ or materialmen’s liens), charge, security interest, encumbrance or claim of any nature (“Liens”) on or with respect to the Site or any interest therein; provided that this Section 7.1.3 shall not limit Liens on the System. If Provider breaches its obligations under this Section, it shall immediately notify Customer in writing, shall promptly cause such Lien to be discharged and released of record without cost to Customer, and shall defend and indemnify Customer against all costs and expenses (including reasonable attorneys’ fees and court costs at trial and on appeal) incurred in discharging and releasing such Lien. 7.1.4 Provider Records. Provider shall keep complete and accurate records of its operations hereunder and shall maintain such data as may be necessary to determine with reasonable accuracy any item relevant to this Agreement. Customer has the right to examine all such records insofar as may be necessary for the purpose of ascertaining the reasonableness and accuracy of any statements of costs relating to transactions hereunder. 7.2 Customer’s Covenants. Customer covenants and agrees as follows: 7.2.1 Health and Safety. Customer shall at all times maintain the areas of the Site consistent with all Applicable Laws pertaining to the health and safety of persons and property. 7.2.2 Security. Customer shall provide and take reasonable measures for security of the System, including commercially reasonable monitoring of the Site’s alarms, if any. 7.2.3 Notice of Damage. Customer shall promptly notify Provider of any matters of which it becomes aware pertaining to any damage to or loss of the use of the System or that could reasonably be expected to adversely affect the System. 7.2.4 Liens. Customer shall not directly or indirectly cause, create, incur, assume or suffer to exist any Liens on or with respect to the System or any interest therein. Customer also shall pay promptly any taxes, charges or fees of whatever type of any relevant Governmental Authority for which Customer is responsible under Section 6.2 before a fine or penalty may attach to the System. If Customer breaches its obligations under this Section, it shall immediately notify Provider in writing, and shall promptly cause such Lien on or with respect to the System (including if such arises in favor of any third party claiming through Customer, such as a lender, mortgagee or encumbrancer of real property) to be removed, discharged and released of record without cost to Provider, and shall defend, indemnify and hold Provider harmless against all costs and expenses (including reasonable attorneys’ fees and court costs at trial and on appeal) incurred in removing, discharging and releasing such Lien. 16 7.2.5 Consents and Approvals. Customer shall obtain and maintain, and secure and deliver to Provider copies of, all consents, approvals, permits, licenses, and authorizations (or evidence that the project—including the System, and the work and Solar Services described in this Agreement—is exempt from the regulatory jurisdiction of local agencies (including zoning, building, and land-use requirements) or that all required local agency approvals and permits have been obtained) relating to the performance of Customer’s obligations and the rights granted by Customer hereunder, and that are required by the terms, conditions or provisions of any restriction or any agreement or instrument or statute to which Customer is a party or by which Customer is bound, including completing applications for interconnection with Customer’s local electric utility. Customer shall use best efforts to assist Provider in fulfilling Provider’s responsibilities under Section 7.1.1. In addition, as a condition precedent to the effectiveness of this Agreement, Customer covenants that it has obtained all discretionary and other approvals required in connection with the project from its governing board and all applicable Government Authorities and that such board or Governmental Authority complied with the California Environmental Quality Act; or, if no other discretionary approvals were required, such board or Governmental Authority approved this Agreement before it was executed. 7.2.6 Maintenance of Interconnection. Customer shall ensure that all of the facilities to which the Energy is delivered hereunder remain interconnected to the electrical grid during the entire Term, except as permitted under Section 4.5 and Section 9. 7.2.7 Solar Access. Customer shall ensure that the System remains free of overshadowing or other blocked access to sunlight during the Term, and it is acknowledged and agreed by the Parties that the foregoing is a material obligation of the Customer for the purposes of this Agreement. Customer will use best efforts to secure a solar easement for the Site to prevent other buildings, structures or flora from overshadowing or otherwise blocking access of the sunlight to the System. Provider shall provide assistance to Customer in seeking a solar easement; however, Customer shall bear all costs and expenses related to obtaining any such easement. 7.2.8 Customer Records. Customer shall keep complete and accurate records of its operations hereunder and shall maintain such data as may be necessary to determine with reasonable accuracy any item relevant to this Agreement. Provider shall have the right to examine all such records insofar as may be necessary for the purpose of ascertaining the reasonableness and accuracy of any statements of costs relating to transactions hereunder. 8. Insurance Requirements. 8.1 Provider’s General Liability Insurance. Provider shall maintain , at its sole expense, commercial general liability insurance, including products and completed operations and personal injury insurance, in a minimum amount of on e million dollars ($1,000,000) per occurrence and in the aggregate, endorsed to provide contractual liability in said amount, specifically covering Provider’s obligations under this Agreement and naming Customer as an additional insured. The minimum coverage amount of $1,000,000 per occurrence and in the aggregate may be satisfied by a combination of a general liability policy and an excess/umbrella liability policy. Provider, if it has employees, shall also maintain at all times during th e term of 17 this Agreement workers’ compensation insurance coverage in accordance with the applicable requirements of federal and state law. Within thirty (30) days after execution of this Agreement and upon Customer’s request annually thereafter, Provider shall deliver to Customer certificates of insurance evidencing such coverage, which shall specify that Customer shall be given at least thirty (30) days’ prior written notice by the applicable insurer in the event of any material modification, cancellation or termination of coverage, except ten (10) days for non- payment of premium. Such insurance shall be primary coverage without right of contribution from any insurance of Customer. 8.2 Customer’s Insurance. Customer shall provide and maintain “all-risk” property insurance covering the buildings on which the System is located during all periods (construction and operation) that Provider is the beneficial owner of the System, and naming Provider or its assignee as the loss payee. The System shall be insured for not less than its Termination Value. All such policies shall be with financially sound and reputable insurance companies that have an (i) A.M. Best rating of A+ and a financial strength category of “XII” or higher, (ii) a Standard & Poor’s financial strength rating of A+ or higher, or (iii) are otherwise reasonably satisfactory to the Provider or its assignee; and such policies shall be on terms that are reasonably satisfactory to the Provider or its assignee. Within thirty (30) days after execution of this Agreement and upon Provider’s request annually thereafter, Customer shall deliver to Provider certificates of insurance evidencing such coverage, which shall specify that Provider shall be given at least thirty (30) days’ prior written notice (10 days’ notice for cancellation due to nonpayment of premiums) by the applicable insurer in the event of any material modification, cancellation or termination of coverage. Such insurance shall be primary coverage without right of contribution from any insurance o f Provider. Notwithstanding the foregoing, Customer shall be entitled to self - insure all of its insurance requirements under this Agreement . 9. Force Majeure Events. If either Party is prevented from or delayed in performing any of its obligations under this Agreement by reason of a Force Majeure Event, such Party shall notify the other Party in writing as soon as practicable after the onset of such Force Majeure Event and shall be excused from the performance of its obligations under this Agreement to the extent that such Force Majeure Event interferes with such performance. The Party whose performance under this Agreement is prevented or delayed as the result of a Force Majeure Event shall use reasonable efforts to remedy its inability to perform. If a Party’s failure to perform its obligations under this Agreement is due to a Force Majeure Event, then such failure shall not be deemed a Provider Default or a Customer Default, as the case may be. In case a Force Majeure Event continues for at least one (1) year with respect to the System, then either Party may terminate this Agreement by written notice to the other. 18 10. Term; Customer Options; Termination. 10.1 Term. The term of this Agreement shall commence on the Effective Date and shall expire on the date that is twenty-five (25) years after the Commercial Operation Date (the “Expiration Date”), unless and until terminated earlier pursuant to Sections 3.1, 3.2, 3.3, 9, 10.2.3, 10.6 or 12 (the date of any such termination, the “Termination Date”, and the “Term” being such period of time commencing on the Effective Date and ending on the earlier of (i) the Termination Date, and (ii) the Expiration Date). 10.2 Customer Options Upon Cessation of Business Operations at Site. If, prior to the end of the Term, Customer ceases to conduct business operations at the Site, vacates the Site, or is prevented from allowing operation of the System on the Site: 10.2.1 Substitute Site. So long as Customer’s exercise of its rights under this Section 10.2.1 does not impair or reduce any Environmental Financial Incentives that may be available to the Provider, or otherwise have an adverse tax effect on Provider, or in the Provider’s sole discretion and determination, impair Provider’s ability to meet any and all obligations in connection with a Financing Party or a prospective financing transaction, Customer shall have the right to provide Provider with a mutually agreeable substitute Site located within the same utility district, subject to requisite governing agency approvals, to relocate the System, which agreement shall not be unreasonably withheld, or, if not available, in a location with similar solar insolation, utility rates, Environmental Attributes and Environmental Financial Incentives. Any such alternate Site shall have a similar demand charge profile as the Site. If such alternate Site is available and is acceptable to Provider, this Agreement shall be amended to delete the prior Site and add the new Site, but otherwise this Agreement shall remain in full force in accordance with its terms and shall not be deemed otherwise amended. Customer shall pay the reasonable costs arising in connection with the relocation(s) of the System, including removal costs, installation costs, any applicable interconnection fees, costs related to obtaining a site license or lease at the substitute site, other costs of deployment at the substitute Site, and amounts lost that would otherwise be payable under this Agreement due to such relocation(s) to Provider based on delivered Energy averaged over the prior twelve months for the System. 10.2.2 Move and Pay Option. So long as such event does not impair or reduce any Environmental Attributes or Environmental Financial Incentives, Customer may elect to pay or guarantee the payment of the remaining monthly amounts due under this Agreement to Provider, and cause the System to be kept in operation at the Site, in each case through the remainder of the Term. 10.2.3 Termination and Payment of Termination Value. If, beginning in the sixth year following the Commercial Operation Date, a substitute Site cannot be located in accordance with Section 10.2.1 with respect to the System and Customer elects not to avail itself of the provisions of Section 10.2.2 with respect to the System, then Customer shall so notify Provider, Provider shall remove the System (at Customer’s sole cost and expense) and Customer shall pay to Provider the then-applicable Termination Value specified in Column A of Schedule D 19 as liquidated damages, whereupon this Agreement shall terminate. The Parties agree that actual damages to Provider if this Agreement is terminated as contemplated in this Section 10.2 would be difficult to ascertain, and the applicable Termination Value is a reasonable approximation of the damages suffered by Provider as a result of early termination of this Agreement. 10.3 Customer Options Upon Expiration of Term. 10.3.1 Extension of Term. Upon prior written notice to Provider at least one-hundred eighty (180) days prior to the Expiration Date, Customer has the option to renew the term of this Agreement with respect to the System and Solar Services for one (1) additional three (3)-year period at the Renewal Rate. 10.3.2 Purchase of System. If Customer has not elected to renew the term of this Agreement in accordance with Section 10.3.1, Customer may purchase the System by providing Provider written notice of its intent to purchase the System no later than one-hundred and eighty (180) days prior to the Expiration Date, and paying Provider the Fair Market Value thereof no later than the relevant Expiration Date. The “Fair Market Value” of the System shall be the value determined by the mutual agreement of Customer and Provider within ten (10) days after receipt by Provider of Customer’s notice of its election to purchase the System. If Customer and Provider cannot mutually agree to a Fair Market Value, then the Parties shall jointly select a nationally recognized independent appraiser with whom the parties have discussed methods and assumptions, with experience and expertise in the solar photovoltaic industry to value such equipment. Such appraiser shall act reasonably and in good faith to determine the Fair Market Value and shall set forth such determination in a written opinion delivered to the Parties. The valuation made by the appraiser shall be binding on the Parties in the absence of fraud or manifest error. The costs of the appraisal shall be borne by the Parties equally. To the extent transferable, the remaining period, if any, on all warranties for the System will be transferred from Provider to Customer. If the Parties are unable to agree on the selection of an appraiser, such appraiser shall be jointly selected by the appraiser firm proposed by the Customer and the appraiser firm proposed by the Provider. Upon receipt by Provider of payment of the Fair Market Value, title to the System as well as available Environmental Attributes and Environmental Financial Incentives from the System shall transfer to Customer as-is, where-is. 10.3.3 Return of System. If at the end of a Term, or an Extension of Term pursuant to Section 10.3.1, Customer does not exercise any of the options described in Sections 10.3.1 and 10.3.2, Provider shall remove all of its tangible property comprising the System from the Site by a mutually convenient date but in no case later than one hundred eighty (180) days after the Expiration Date with respect to the System. The cost to remove the System shall be borne by the Provider. The portion of the Site on which the System was installed shall be returned to its original condition, except for ordinary wear and tear, and Provider shall leave the portion of the Site on which the System was installed in neat and clean order. 10.4 Customer Purchase Options Prior to Expiration Date. 10.4.1 On the later to occur of the sixth (6th) anniversary of the Commercial Operation Date, provided that no Customer Default shall have occurred and be continuing beyond any applicable period of cure, Customer may elect to purchase all, but not less than all, of the System. If Customer elects to so purchase the System, 20 the purchase price shall be the higher of the then Fair Market Value of the System (calculated in accordance with the definition of Fair Market Value set forth in Section 10.3.2 for the System, and such determination to be at Customer’s sole cost and expense), or the then-current Termination Value specified in Column A of Schedule D. Not less than one-hundred-and-eighty (180) days prior to the exercise of the purchase option for the System, Customer shall provide written notice to Provider of Customer’s exercise thereof. Upon the exercise of the foregoing purchase option plus receipt of the Value as determined in Section 10.4 above and all other amounts then owing by Customer to Provider, the Parties will execute all documents necessary to cause title to the System to pass to Customer as-is, where- is; provided, however, that Provider shall remove any encumbrances placed on the System by Provider at Customer’s expense. 10.4.2 On the later to occur of the fifteenth (15th) anniversary of the Commercial Operation Date, provided that no Customer Default shall have occurred and be continuing beyond any applicable period of cure, Customer may elect to purchase the System. If Customer elects to so purchase the System, the purchase price shall be the higher of the then Fair Market Value of the System (calculated in accordance with the definition of “Fair Market Value” set forth in Section 10.3.2 for the System, and such determination to be at Customer’s sole cost and expense), and the amount specified in Column A of Schedule D. Not less than one-hundred-and- eighty (180) days prior to the exercise of the purchase option for the System, Customer shall provide written notice to Provider of Customer’s exercise ther eof. Upon the exercise of the foregoing purchase option plus receipt of the Fair Market Value and all other amounts then owing by Customer to Provider, the Parties will execute all documents necessary to cause title to the System to pass to Customer as-is, where-is; provided, however, that Provider shall remove any encumbrances placed on the System by Provider at Customer’s expense. 10.5 Payment of Termination Value on Termination Date. In the event that the Termination Date has occurred for reasons other than pursuant to Sections 3.1.2., 10.6 or 12.1.1, Customer shall be required to pay to Provider the then-applicable Termination Value specified in Column A of Schedule D as liquidated damages. The Parties agree that actual damages to Provider in the event this Agreement terminates prior to the expiration of the Term for causes attributable to Customer would be difficult to ascertain, and the applicable Termination Value is a reasonable approximation of the damages suffered by Provider as a result of early termination of this Agreement. 10.6 Provider Termination. Provider shall have the right, in Provider’s sole and absolute discretion, to terminate this Agreement upon written notice if any of the following occurs: 10.6.1 at any time until construction of the System commences Provider determines in its sole discretion that it is unable to install the System at the Site; 21 10.6.2 if the occurrence of an unstayed order of a court or administrative agency has the effect of subjecting the sales of the Energy to federal or state regulation of the prices therefor and/or the delivery of the service; 10.6.3 the elimination or alteration of one or more Environmental Financial Incentives or other change in law that results in a material adverse economic impact on Provider; or 10.6.4 if the annual direct beam solar resource availability at the Site is less than or equal to 90% of historical averages as measured by long-term weather data (minimum of five (5) years) collected at the Site and/or other reliable calibrated and appropriate weather station representative of the Site. In the event of a Provider termination under this Section 10.6, Provider shall remove all of its tangible property comprising the System from the Site by a mutually convenient date but in no case later than one hundred eighty (180) days after the Termination Date. The cost to remove the System shall be borne by the Provider. The portion of the Site on which the System was installed shall be returned to its original condition, except for ordinary wear and tear, and Provider shall leave the portion of the Site on which the System was installed in neat and clean order. 11. Defaults. 11.1 Customer Default. The occurrence at any time of any of the following events shall constitute a “Customer Default”: 11.1.1 Failure to Pay. The failure of Customer to pay during the Term any amounts owing to Provider on or before the date on which such amounts are due and payable under the terms of this Agreement and Customer’s failure to cure such failure within fifteen (15) days after Customer receives written notice of each such failure from Provider; 11.1.2 Failure to Maintain Phone/Data Line. Unless due to a Force Majeure Event excused by Section 9, the failure of Customer to maintain and grant Provider access to the phone and other communications lines required to be maintained pursuant to Section 4.1.3 and Customer’s failure to cure such failure within twenty (20) business days after Customer receives written notice of such failure from Provider; provided that in any event if such failure shall continue for at least five (5) days after notice to Customer and shall result in lost revenue to Provider, Provider shall be entitled to reasonably estimate the amount of revenue that would have been obtained and shall invoice Customer therefor; 11.1.3 Failure to Perform Other Obligations. Unless due to (i) a Force Majeure Event excused by Section 9, or (ii) a breach of paragraph 2 of Section 2 (License), the failure of Customer to perform or cause to be performed any other material obligation required to be performed by Customer under this Agreement, or the failure of any representation, covenant, or warranty set forth herein to be true and correct as and when made; provided, however, that if such failure by its nature can be cured, then Customer shall have a period of thirty (30) business 22 days after receipt of written notice from Provider of such failure to Customer to cure the same and a Customer Default shall not be deemed to exist during such period; provided, further, that if Customer commences to cure such failure during such period and is diligently and in good faith attempting to effect such cure, said period shall be extended for one hundred twenty (120) additional days; 11.1.4 Bankruptcy, Etc. (a) Customer admits in writing its inability to pay its debts generally as they become due; (b) Customer files a petition or answer seeking reorganization or arrangement under the federal bankruptcy laws or any other applicable law or statute of the United States of America or any State, district or territory thereof; (c) Customer makes an assignment for the benefit of creditors; (d) Customer consents to the appointment of a receiver of the whole or any substantial part of its assets; (e) Customer has a petition in bankruptcy filed against it, and such petition is not dismissed within ninety (90) days after the filing thereof; (f) a court of competent jurisdiction enters an order, judgment, or decree appointing a receiver of the whole or any substantial part of Customer’s assets, and such order, judgment or decree is not vacated or set aside or stayed within ninety (90) days from the date of entry thereof; or (g) under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of the whole or any substantial part of Customer’s assets and such custody or control is not terminated or stayed within ninety (90) days from the date of assumption of such custody or control; or 11.1.5 Failure of Site Access. A breach by Customer of the License occurs and Customer fails to cure such breach within five (5) days after Customer receives written notice of such breach from Provider. 11.2 Provider Default. The occurrence at any time of the following event shall constitute a “Provider Default”: 11.2.1 Failure to Perform Obligations. Unless due to a Force Majeure Event excused by Section 9, the failure of Provider to perform or cause to be performed any obligation required to be performed by Provider under this Agreement or the failure of any representation and warranty set forth herein to be true and correct as and when made; provided, however, that if such failure by its nature can be cured, then Provider shall have a period of thirty (30) business days after receipt of written notice from Customer of such failure to Provider to cure the same and a Provider Default shall not be deemed to exist during such period; provided, further, that if Provider commences to cure such failure during such period and is diligently and in good faith attempting to effect such cure, said period shall be extended for one-hundred twenty (120) additional days; or 11.2.2 Bankruptcy, Etc. (a) Provider admits in writing its inability to pay its debts generally as they become due; (b) Provider files a petition or answer seeking reorganization or arrangement under the federal bankruptcy laws or any other applicable law or statute of the United States of America or any State, district or territory thereof; (c) Provider makes an assignment for the benefit of creditors; (d) Provider consents to the appointment of a receiver of the whole or any substantial part of its assets; (e) Provider has a petition in bankruptcy filed against it, and such petition is not dismissed within ninety (90) days after the filing thereof; (f) a 23 court of competent jurisdiction enters an order, judgment, or decree appointing a receiver of the whole or any substantial part of Provider’s assets, and such order, judgment or decree is not vacated or set aside or stayed within ninety (90) days from the date of entry thereof; or (g) under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of the whole or any substantial part of Provider’s assets and such custody or control is not terminated or stayed within ninety (90) days from the date of assumption of such custody or control. 12. Remedies Following Default. 12.1 Customer’s Remedies Upon Occurrence of a Provider Default. 12.1.1 Termination. If a Provider Default has occurred and is continuing, then Customer may terminate this Agreement by providing written notice to Provider thereof, and this Agreement shall terminate and be of no further force or effect as of the date of the notice according to Section 14.1. 12.1.2 Other Rights and Remedies. If any Provider Default described under Section 11.2 has occurred and Customer has terminated this Agreement as a result thereof in accordance with the terms of Section 12.1.1 above, then, subject to Section 12.3, Provider shall pay to Customer an amount not to exceed the then-present value (discounted at the prevailing prime rate of interest as published in The Wall Street Journal on the day preceding the date of determination) of (a) the cash flows equal to the product of (i) the positive difference, if any, of the price per kWh for commercially available, utility-provided energy in the applicable market(s) (which shall not include related charges such as delivery, service, distribution, or taxes) minus the kWh Rate of Energy hereunder (as such kWh Rate would have been escalated over time pursuant to the terms hereof) hereof, multiplied by (ii) the number of days remaining in the term of th is Agreement had it not been terminated times the expected daily number of kWh of Energy to be delivered under this Agreement, calculated by dividing the Estimated Year 1 Production set forth in Schedule B, adjusted for as-built System, by 365. Provider’s payment to Customer of the amounts set forth in this Section 12.1.2 shall not in any way limit the other remedies at law or in equity that Customer may pursue as damages for Provider’s breach of this Agreement; provided, however, that such damages pursued by Customer are subject to the limitation provisions of Sections 12.3 and 12.5. 12.2 Provider’s Remedies Upon Customer Default. In addition to any other remedies available under this Agreement or at law, if a Customer Default has occurred and is continuing, then Provider may terminate this Agreement by providing written notice to Customer thereof, and this Agreement shall terminate and be of no further force or effect as of the date of the notice according to Section 14.1 and Provider shall have the right to (a) cause Customer to pay (and Customer shall have the obligation to pay to Provider) the applicable Termination Value set forth in Column A of Schedule D and (b) enter onto the Site and remove the System in accordance with the last sentence of Section 10.2.3. 24 12.3 No Consequential Damages. Nothing in this Agreement is intended to cause either Party to be, and neither Party shall be, liable to the other Party for any lost business, lost profits or revenues from others or other special or consequential damages, all claims for which are hereby irrevocably waived by Customer and Provider. Notwithstanding the foregoing, none of the payments for the Energy or any other amount specified as payable by Customer to Provider under the terms of this Agreement upon the termination of this Agreement shall be deemed consequential damages 12.4 Effect of Termination of Agreement. Upon the Termination Date or the Expiration Date, as applicable, any amounts then owing by a Party to the other Party shall become immediately due and payable and the then future obligations of Customer and Provider under this Agreement shall be terminated (other than the indemnity obligations set forth in Section 13). Such termination shall not relieve either Party from obligations accrued prior to the effective date of termination or expiration. 12.5 Limitation of Liability. THE TOTAL LIABILITY OF A PARTY TO THE OTHER PARTY FOR ALL CLAIMS OR SUITS OF ANY KIND, WHETHER BASED UPON THIS AGREEMENT, TORT (INCLUDING NEGLIGENCE BUT EXCLUDING THIRD PARTY TORT CLAIMS FOR PERSONAL INJURY OR PROPERTY DAMAGE ARISING FROM THE PERFORMANCE OF THIS AGREEMENT), WARRANTY, STTRICT LIABILITY OR OTHERWISE, FOR ANY LOSSES, DAMAGES, COSTS OR EXPENSES OF ANY KIND WHATSOEVER ARISING OUT OF, RESULTING FROM OR RELATED TO THE PERFORMANCE OR BREACH OF THIS AGREEMENT SHALL, UNDER NO CIRCUMSTANCES, EXCEED $890,823, PROVIDED THAT THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO (A) LIABILITY FOR FRAUD OR WILLFUL MISCONDUCT OF ANY PERSON; (B) LIABILITY UNDER THE INDEMNIFICATION PROVISIONS OF THIS AGREEMENT FOR CLAIMS OF THIRD PARTIES FOR PERSONAL INJURY OR PROPERTY DAMAGE ARISING FROM THIS AGREEMENT; OR (C) PAYMENT OF THE KWH RATE. THE LIMITATION OF LIABILITY PROVIDED FOR HEREIN SHALL NOT BE USED TO LIMIT OR REDUCE ANY AVAILABLE INSURANCE. 13. Indemnification. 13.1 Indemnification by Provider. Provider shall fully indemnify, save harmless and defend Customer from and against any and all costs, claims, and expenses incurred by Customer in connection with or arising from any claim by a third party for physical damage to or physical destruction of property, or death of or bodily injury to any Person, but only to the extent caused by (a) the negligence or willful misconduct of Provider or its agents or employees or others under Provider’s control in performing this Agreement, and 25 (b) a Provider Default under this Agreement; provided, however, that nothing in this Section 13.1 is intended to modify the limitation of Provider’s liability set forth in Section 12.3 above; provided further that to the extent Customer recovers such damages, losses and expenses under any insurance policy, Customer shall reimburse any payment made by Provider under this indemnity. 13.2 Indemnification by Customer. Without limiting the provisions of Section 8, Customer shall fully indemnify, save harmless and defend Provider or its assignees and successors from and against any and all costs, claims, and expenses incurred by Provider in connection with or arising from any claim by a third party for physical damage to or physical destruction of property, or death of or bodily injury to any Person, but only to the extent caused by (a) the negligence or willful misconduct of Customer or its agents or employees or others under Customer’s control at the Site or (b) a Customer Default hereunder; provided, however, that nothing in this Section 13.2 is intended to modify the limitation of Customer’s liability set forth in Section 12.3 above; provided further that to the extent Provider recovers such damages, losses and expenses under any insurance policy, Provider shall reimburse any payment made by Customer under this indemnity. 13.3 Notice of Claims. Any Party seeking indemnification hereunder (the “Indemnified Party”) shall deliver to the other Party (the “Indemnifying Party”) a 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 after the Indemnified Party receives notice that an action at law or a suit in equity has commenced; provided, however, that failure to deliver the Claim Notice as aforesaid shall not relieve the Indemnifying Party of its obligations under this Section 13, except to the extent that such Indemnifying Party has been prejudiced by such failure. 13.4 Defense of Action. If requested by an 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 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 Section 13 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 26 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. 13.5 Survival of Provisions. The provisions of this Section 13 shall survive the expiration or termination of this Agreement. 14. Miscellaneous Provisions. 14.1 Notices. All notices, communications and waivers under this Agreement shall be in writing and shall be (a) delivered in person or (b) mailed, postage prepaid, either by registered or certified mail, return receipt requested or (c) sent by reputable overnight express courier, addressed in each case to the addresses set forth below, or to any other address either of the parties to this Agreement shall designate in a written notice to the other Party: If to Provider: Solar Star Co Co 1, LLC c/o SunPower Corporation 1414 Harbour Way South, Suite 1901 Richmond, CA 94804 Attention: Julie Williamson, Project Administration Phone:510-540-0550 Fax:510-540-0552 If to Customer: Contra Costa County Public Works Dept. Capital Projects Management Division Attn: Energy Manager 40 Muir Road Martinez, CA 94553Phone: 925-313-2000 Fax: 925-313-2333 All notices sent pursuant to the terms of this Section 14.1 shall be deemed received (i) if personally delivered, then on the date of delivery, (ii) if sent by reputable overnight, express courier, then on the next business day immediately following the day sent, or (iii) if sent by registered or certified mail, then on the earlier of the third (3rd) business day following the day sent or when actually received. 27 14.2 Authority. 14.2.1 Provider Representations. Provider hereby represents and warrants that: (a) It is a Delaware limited liability company duly organized, validly existing and in good standing under the laws of the state of its formation and has all requisite limited liability company power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby; (b) The execution and delivery of this Agreement and the performance of its obligations hereunder have been duly authorized by all necessary limited liability company action; (c) This Agreement is a legal, valid and binding obligation of Provider enforceable against Provider in accordance with its terms, subject to the qualification, however, that the enforcement of the rights and remedies herein is subject to (i) bankruptcy and other similar laws of general application affecting rights and remedies of creditors and (ii) the application of general principles of equity (regardless of whether considered in a proceeding in equity or at law); (d) To the best knowledge of Provider, as of the date of execution hereof, no governmental approval (other than any governmental approvals that have been previously obtained or disclosed in writing to Customer) is required in connection with the due authorization, execution and delivery of this Agreement by Provider or the performance by Provider of its obligations hereunder which Provider has reason to believe that it will be unable to obtain in due course on or before the date required for Provider to perform such obligations; and (e) Neither the execution and delivery of this Agreement by Provider nor compliance by Provider with any of the terms and provisions hereof (i) conflicts with, breaches or contravenes the provisions of the articles of formation or operating agreement of Provider or any contractual obligation of Provider or (ii) results in a condition or event that constitutes (or that, upon notice or lapse of time or both, would constitute) an event of default under any material contractual obligation of Provider. 14.2.2 Customer Representations. Customer hereby represents and warrants that: 28 (a) It is a political subdivision of the State of California, validly existing and in good standing under the laws of the state of its formation and has all requisite power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby; (b) The execution and delivery of this Agreement and the performance of its obligations hereunder have been duly authorized by all necessary governmental action; (c) This Agreement is a legal, valid and binding obligation of Customer enforceable against Customer in accordance with its terms, subject to the qualification, however, that the enforcement of the rights and remedies herein is subject to (i) bankruptcy and other similar laws of general application affecting rights and remedies of creditors and (ii) the application of general principles of equity (regardless of whether considered in a proceeding in equity or at law); (d) No governmental approval (other than any governmental approvals which have been previously obtained or disclosed in writing to Provider) is required in connection with the due authorization, execution and delivery of this Agreement by Customer or the performance by Customer of its obligations hereunder which Customer has reason to believe that it will be unable to obtain in due course; (e) Neither the execution and delivery of this Agreement by Customer nor compliance by Customer with any of the terms and provisions of this Agreement results in a condition or event that constitutes (or that, upon notice or lapse of time or both, would constitute) an event of default under any contractual obligation of Customer; (f) Customer has not entered into any contracts or agreements with any other person regarding the provision of the services at the Site contemplated to be provided by Provider under this Agreement; and (g) None of the electricity to be generated by the Provider will be used to generate energy for the purpose of heating a swimming pool. 14.3 Assignment 14.3.1 Provider Assignment. 29 Provider may assign this Agreement upon written notice thereof to Customer, provided that any such assignment shall be to an assignee capable of performing Provider’s obligations hereunder. Provider may, without any consent of Customer, sell, transfer, assign or pledge (or grant security interests in) its rights, title and interest in this Agreement, and/or any monies due under this Agreement to a Financing Party, in connection with any financing for the ownership, acquisition, construction, operation or use of the System. 14.3.2 Customer Assignment. Customer shall not assign all or any part of this Agreement to any entity other than an affiliate of Customer without the prior written consent of the Provider, which shall not be unreasonably withheld. Customer may not assign this Agreement to any Person, including an affiliate, with a credit rating lower than that of Customer without providing matching credit support in the form of cash, letter(s) of credit, or other security reasonably acceptable to Provider. Any assignment by the Customer not permitted under this Section 14.3 shall be void ab initio. In the event that Customer decides to sell or otherwise transfer the Site or a portion thereof upon which the System is located, Customer may (i) with Provider’s prior written consent, which will not be unreasonably withheld or delayed, assign this Agreement to the Site purchaser who shall assume all of Customer’s obligations under this Agreement and Provider shall release Customer from any further liability associated with this Agreement, or (ii) terminate this Agreement by paying Provider the Termination Value applicable to the date of termination. Upon payment of the Termination Value, the Parties will execute all documents necessary to cause title to the System to pass to Customer as-is, where-is. The Customer does not have the present intention of making any transfer of the Site or that portion of the Site on which the System is located; provided, however, nothing herein shall prohibit Customer from making any transfer of the Site or any portion thereof on which System is located, subject to the provisions set forth above. 14.4 Successors and Assigns. The rights, powers and remedies of each Party shall inure to the benefit of such party and its successors and permitted assigns. 14.5 Entire Agreement. This Agreement (including all exhibits and schedules attached hereto) represent the entire agreement between the parties to this Agreement with respect to the subject matter hereof and thereof and supersede all prior and contemporaneous oral and prior written agreements. 30 14.6 Amendments to Agreement. This Agreement shall not be amended, modified or supplemented without the written agreement of Provider and Customer at the time of such amendment, modification or supplement. 14.7 Waivers; Approvals. No waiver of any provision of this Agreement shall be effective unless set forth in writing signed by the Party making such waiver, and any such waiver shall be effective only to the extent it is set forth in such writing. Failure by a Party to insist upon full and prompt performance of any provision of this Agreement, or to take action in the event of any breach of any such provisions or upon the occurrence of any Provider Default or Customer Default, as applicable, shall not constitute a waiver of any rights of such Party, and, subject to the notice requirements of this Agreement, such Party may at any time after such failure exercise all rights and remedies available under this Agreement with respect to such Provider Default or Customer Default. Receipt by a Party of any instrument or document shall not constitute or be deemed to be an approval of such instrument or document. Any approvals required under this Agreement must be in writing, signed by the Party whose approval is being sought. 14.8 Partial Invalidity. In the event that any provision of this Agreement is deemed to be invalid by reason of the operation of Applicable Law, Provider and Customer shall negotiate an equitable adjustment in the provisions of the same in order to effect, to the maximum extent permitted by law, the purpose of this Agreement (and in the event that Provider and Customer cannot agree then such provisions shall be severed from this Agreement) and the validity and enforceability of the remaining provisions, or portions or applications thereof, shall not be affected by such adjustment and shall remain in full force and effect. 14.9 Execution in Counterparts. This Agreement may be executed in counterparts, and all said counterparts when taken together shall constitute one and the same Agreement. 14.10 Governing Law; Jurisdiction; Forum. This Agreement shall be governed by and construed in accordance with the internal laws of the State of California. Customer irrevocably agrees that any action, suit or proceeding by or among Provider and Customer may be brought in whichever of the Superior Courts of the State of California, Alameda County, or the Federal Court for the Northern District of California, has subject matter jurisdiction over the dispute and waives any objection that Customer may now or hereafter have regarding the choice of forum whether on personal jurisdiction, venue, forum non conveniens or on any other ground. Customer irrevocably consents to the service 31 of process outside of the territorial jurisdiction of such courts by mailing copies thereof by registered or certified mail, postage prepaid, to Customer’s address set forth herein with the same effect as if Customer were a resident of the State of California and had been lawfully served in such state. Nothing in this Agreement shall affect the right to service of process in any other manner permitted by law. 14.11 Attorneys’ Fees. If any action shall be instituted between Customer and Provider in connection with this Agreement, the Party prevailing in such action shall be entitled to recover from the other Party all of its reasonable costs and expenses incurred in connection with such action by arbitration or other legal proceeding, including reasonable attorneys’ fees. 14.12 No Third Party Rights. This Agreement is only for the benefit of the parties to this Agreement, their successors and permitted assigns (including any lender or lessor of Provider) and Persons expressly benefited by the indemnity provisions of this Agreement. No other Person (including, without limitation, tenants of the Site) shall be entitled to rely on any matter set forth in, or shall have any rights on account of the performance or non-performance by any Party of its obligations under, this Agreement. 14.13 Treatment of Additional Amounts. The Parties hereto acknowledge and agree that Customer’s payment of the Termination Value constitute liquidated damages and not penalties. The Parties further acknowledge that in the case of the payment of the Termination Value: (a) the amount of loss or damages likely to be incurred is incapable or is difficult to precisely estimate, (b) the amounts specified hereunder bear a reasonable proportion and are not plainly or grossly disproportionate to the probable loss likely to be incurred by Customer or Provider as the case may be and (c) the Parties are sophisticated business parties and have been represented by legal counsel and negotiated this Agreement at arm’s length. 14.14 No Agency. This Agreement is not intended, and shall not be construed, to create any association, joint venture, agency relationship or partnership between the Parties or to impose any such obligation or liability upon either Party. Neither Party shall have any right, power or authority to enter into any agreement or undertaking for, or act as or be an agent or representative of, or otherwise bind, the other Party. 32 14.15 No Public Utility. Nothing contained in this Agreement shall be construed as an intent by Provider to dedicate its property to public use or subject itself to regulation as a “public utility” (as defined in the California Public Utilities Code or any other Applicable Law). 14.16 No Recourse to Affiliates. This Agreement is solely and exclusively between the Parties, and any obligations created herein on the part of either Party shall be the obligations solely of such Party. 14.17 Cooperation with Financing. Customer acknowledges that Provider may be financing the Solar Services and the System and Customer agrees that it shall reasonably cooperate with Provider and its financing parties in connection with such financing, including (a) the furnishing of information related to the System and this Agreement, and (b) the giving of a Financing Party acknowledgment in the form attached hereto as Exhibit B (each, a “Consent”); provided, that the foregoing undertaking shall not obligate Customer to materially change any rights or benefits, or materially increase any burdens, liabilities or obligations of Customer, under this Agreement except for providing notices and additional cure periods to a Financing Party with respect to events of default by Provider under this Agreement pursuant to the terms of the Consent. 14.18 Setoff. Except as otherwise set forth herein, each Party reserves to itself all rights, setoffs, counterclaims and other remedies and/or defenses to which it is or may be entitled, arising from or out of this Agreement. 14.19 Service Contract. The Parties intend this Agreement to be treated as a service contract within the meaning of Section 7701(e)(3) of the Code. 15. Confidential Information. 15.1 Each Party (the “Receiving Party”) shall not use for any purpose other than performing its obligations under this Agreement, or divulge, disclose, produce, publish, or permit access to, without the prior written consent of the other Party (the “Disclosing Party”), any Confidential Information of the Disclosing Party. As used herein, the term “Confidential Information” means information or materials prepared in connection with this Agreement, designs, drawings, specifications, techniques, models, data, documentation, source code, object code, diagrams, flow charts, research, development, processes, procedures, know-how, manufacturing, development or marketing techniques and materials, development or marketing timetables, strategies and development plans, customer, supplier or personnel names and other information related to customers, 33 suppliers or personnel, pricing policies and financial information, and other information of a similar nature, whether or not reduced to writing or other tangible form, and any other trade secrets. Confidential Information does not include (a) information known to the Receiving Party prior to obtaining the same from the Disclosing Party; (b) information in the public domain at the time of disclosure by the Receiving Party; or (c) information obtained by the Receiving Party from a third party who did not receive same, directly or indirectly, from the Disclosing Party. The Receiving Party shall use the higher of the standard of care that the Receiving Party uses to preserve its own Confidential Information or a reasonable standard of care to prevent unauthorized use or disclosure of such Confidential Information. Notwithstanding anything herein to the contrary, the Receiving Party has the right to disclose Confidential Information without the prior written consent of the Disclosing Party: (i) as required by any court or other Governmental Authority, or by any stock exchange on which the shares of any Party are listed, (ii) as otherwise required by law, (iii) as advisable or required in connection with any government or regulatory filings, including without limitation, filings with any regulating authorities covering the relevant financial markets, (iv) to its attorneys, accountants, financial advisors or other agents, in each case bound by confidentiality obligations, (v) to banks, investors and other financing sources and their advisors, in each case bound by confidentiality obligations; or (vi) in connection with an actual or prospective merger or acquisition or similar transaction where the party receiving the Confidential Information is bound by confidentiality obligations. If a Receiving Party believes that it will be compelled by the law or a court or other Governmental Authority to disclose Confidential Information of the Disclosing Party, it shall give the Disclosing Party prompt written notice, and in all cases not less than five (5) business days’ notice in advance of disclosure, so that the Disclosing Party may determine whether to take steps to oppose such disclosure. 16. Estoppel Certificate. Either Party hereto, without charge, at any time and from time to time, within twenty (20) 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 relevant person, firm or corporation specified by such requesting party: a) If true and correct, 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; b) 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 c) 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. 2 [THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK] [Signature Page to SPWR – Contra Costa County PPA] IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date set forth above. PROVIDER: SOLAR STAR CO CO 1, LLC By: SunPower AssetCo, LLC Its member By: Name: Title: CUSTOMER: CONTRA COSTA COUNTY By: Name: Title: A-1 EXHIBIT A SYSTEM DESIGN AND CONSTRUCTION This Exhibit A sets forth the design, engineering and construction specifications for the System, as well as assumptions being made by the Provider regarding the existing condition at the Site, including but not limited to the building roof, building structure, ground conditions, electrical system including panels, inverter installation location, and security fencing. Capitalized terms used herein and not otherwise defined have the meaning given in the Agreement to which this exhibit is attached. 1. SYSTEM LOCATION AND DESCRIPTION: Descriptions of the site and system are located in Schedule A (Description of Site) and Schedule B (Description of System) of the Agreement. 2. PROJECT SCHEDULE: PORTFOLIO MILESTONES Tranche Contract Approval Date Commercial Operation Date 1000 Ward 1 6-18-2019 6/24/2020 30/40 Muir 1 6-18-2019 5/24/2020 597 Center 1 6-18-2019 6/13/2020 595 Center 2 6-18-2019 10/26/2020 50 Douglas 2 6-18-2019 9/22/2020 30 Douglas 2 6-18-2019 10/30/2020 2530 Arnold 3 6-18-2019 12/14/2020 4545 Delta Fair 3 6-18-2019 12/21/2020 4549 Delta Fair 3 6-18-2019 11/24/2020 1305 MacDonald 3 6-18-2019 12/21/2020 3. SCOPE OF WORK: System Design & Scope Design Documentation Provider shall provide comprehensive submittal packages for the 30% and 90% design sets as detailed below. Changes to 30% Customer approved drawings (scope lock) could result a change order. At a minimum, each submittal package shall include the elements required to convey in sufficient detail the following for each phase of the design: A-2 Submittal Requirement 30% Design Set 90% Design Set 1 Cover Sheet, with Content, Project Details, Directory, etc. X X 2 PV System Sizes & Production Estimates. X X 3 Overall Site Plan with PV Array Names, Conduit Routes, Tree/Light Removal, etc. X X 4 Electrical Site Plan Drawings & General Conduit Routing. X X 5 Electrical Single Line Diagrams. X X 6 Demolition Plans. X 7 Structural Drawings. X 8 Equipment Pad locations. X X 9 Mounting Details. X 10 Signage, Trenching, Installation, and Grounding Details. X 11 Monitoring System Details. X 13 Construction Schedule. Prelim Detailed 14 Manufacturer’s Cut Sheets with Equipment Specifications X 15 Civil Drawings (if applicable) X 16 Fire Access Plans X 17 Carport Lighting Plans X Production modeling of the PV system shall accurately simulate energy production for proposed system layouts, sizes, and orientation. Provider shall be responsible for updating the production models each time significant changes are made to the proposed system designs that will impact production. Solar Electrical Equipment and Conductors Conductors will be aluminum or copper according to Electrical Engineer of Record’s determination. AC feeder length from panel boards to equipment pad location and from equipment pad location to electrical tie-in is identified on the array layout drawings. AC feeder lengths from electrical equipment pad location to assumed point of interconnection, and length assumptions with equipment amperage ratings are shown on the single line drawing. Transformers are 480V:12kV, non-Dry-type by manufacturer of Provider’s choosing. Secondary containment is not included in the scope of the project. Battery Energy Storage System Requirements For sites with storage to be installed: A-3 • 13.5’ by 11’ minimum required area per storage unit. Area required includes storage unit, concrete pad, and clearance zone in front of units. • Storage unit must be located in an area free of combustible materials (nearby foliage and trees would need to be removed). • Storage unit must be separated from public foot traffic with a fence and must be separated from vehicle traffic with bollards. • Crane rental required to land up to 24,500 lb units. Location of units must accommodate both crane and semi-trailer truck access. • PVS5 DAS, Auxiliary Box, Energy Storage System, and all Accuvim meters (Site meter, PV output meter, and Storage meter) must all be located such that hardlined communication lines can connect these devices to the same Local Area Network. CAT5e/6 cable is preferred means of connection between all devices, which has a 330’ distance limit. Runs longer than 330’ will require additional equipment to accommodate. Utility Interconnection Coordination of shutdown may be required with Customer and local utility. Temporary power generators are excluded. Interconnection is scheduled for a minimum of 4 hours and is assumed to be performed during off-hours with prior written approval from Customer. Additional shutdowns will be required in order to assess physical condition of Customer’s switchgear. The utility will have 24/7 access to existing electric utility meters and the utility lockable disconnect locations for all electrical interconnections related to this project. Utility Requirements A cost of $172,012.58 is included for utility required electrical upgrades for the System at 30 Douglas Dr., Martinez, CA, as reflected in Pacific Gas & Electric’s Supplemental Review, Notification # 114209530; additional utility-required electrical equipment upgrades or replacements are not included. Any costs and / or schedule delays associated with unforeseen utility interconnection requirements, including but not limited to utility-owned equipment upgrades or additions, relay protection equipment external to the inverters, system impact studies, or telemetry requirements and interconnection studies are not included in this proposal. Facility Equipment Utility required circuit breaker coordination studies are not assumed for this project. A short-circuit coordination study is not included for this project. A-4 Solar system includes all standard interconnection related equipment on the Customer side of the meter, including panel circuit breakers, utility and/or visible utility lockable disconnect switches, solar metering, conduit, and wiring. Additional Customer-side protection required by the utilities above that provided by the certified inverters is not included. If harmonic data of the site is not available, Provider shall assume that the Harmonic data are within the acceptable limits of the Institute for Electrical and Electronics Engineers (IEEE) Standard 519. Soils and Structural Foundations Foundation assumptions are as follows for system options: • Drilled cast-in-place, 30” round caisson, 12’ Deep, approximately 2.5’ above grade, depending on existing topography. • Requirements for dewatering, sub grade rock removal, or other unforeseen conditions are not included. Canopy Structure Design Carport Canopies are at 10 degree tilt with 11 ft clear height. Roof Conditions Provider assumes no upgrading of the building structures or canopies will be required to support the added live and dead loads from the photovoltaic installation and rooftop equipment, or to resist added lateral or seismic loads. Modifications to the roof system and design and construction of supports, upgrades to the building structure or platforms are not included. Anchor and ballast counts are based on the wind load gradient method developed by Cermak Peterka Petersen, Inc, (CPP ) and SunPower, based on the CPP wind tunnel testing results presented in CPP’s report “CPP7979_SunPowerEWSystem_REP_SOL_R08” dated May 17th, 2018. Increased anchor and ballast counts resulting from other design methods will be the responsibility of the client. Site Name Anchor Count 30 Muir 71 595 center 27 50 Douglas 90 1000 Ward 170 597 Center 33 A-5 Provider is not responsible for normal wear and tear associated with the installation of the solar system. Provider reserves the right to inspect the roof to verify its condition. In addition, Provider may offer recommendations to the Customer on modifications to the roof system to improve its serviceability. Customer is responsible for any and all modifications to the roof system. Modifications of roof systems fall into four categories: • Modifications to improve roof condition / serviceability / useful life. • Modifications required by roofing manufacturer prior to installation of PV system on their roof system. (e.g. slip sheets, strapping, etc.) • Modifications required by Provider to make the roof a suitable substrate for the installation of PV. (e.g. air seals, batten bars, etc.) • 3rd party engineering and insurance company requirements. • Proposal assumes Customer-provided information accurately represents the existing site and roof conditions. This includes but is not limited to as-built drawings, roof reports, structural drawings, roof maintenance history, and roof warranty information. Failure to provide as-built drawings and structural drawings will cause schedule delay and added expense for acquisition of documentation through local authority having jurisdiction (“AHJ”). Provider is not responsible for additional costs or schedule delays. Drainage Special drainage requirements and/or drainage design and interconnection to Customer’s existing storm drain system or any other storm drain discharge system are not included. Carport designs do not include structural roof deck for storm water collection or protection. Permits Permit Provider Permit Customer Permit Cost Allocation Allotted Time following Application Building X Fire X Electrical X Conditional Use Permit NA Environmental Control NA Storm Water NA Soil Erosion and Sediment Control NA Environmental Impact Report (CEQA) NA Army Corps of Engineers NA Wetlands NA Water Quality NA Archeological NA A-6 Endangered Species NA Water Rights NA Mineral Rights NA Redevelopment Agency NA FAA Approvals NA Permit Allowance Schedule Site Allowance for Permit 1000 Ward St $3,000 30 Douglas Dr $10,000 50 Douglas Dr $5,000 30/40 Muir Dr $5,000 597 Center Ave $2,500 595 Center Ave $7,000 2530 Arnold Dr $6,000 4545 Delta Fair Blvd $5,000 4549 Delta Fair Blvd $2,500 1305 Macdonald $3,000 All other permits/approvals are excluded. Provider includes durations of 50 days for procuring permit and regulatory approvals (per project ). Provider will not be responsible for construction delays caused by permit and approval requirements from local jurisdictions or regulatory review bodies. Any delays in procuring permits will result in a day-for-day construction schedule extension. Shading The design is based on existing visual conditions on site. Removal of trees or other obstructions to install the solar arrays and system components is included as reflected in the Tier 1 array layouts. Trees and/or other obstructions identified for removal or trimming by Customer must be removed or trimmed prior to substantial completion or performance expectations/guarantees will require adjustment which will be handled as a change to the contract. At Substantial Completion an as-built shade study and performance simulation will be completed to ensure accuracy of initial shading assumptions. A-7 Painting Galvanization of canopy columns and primary beams only is included. All other metallic materials are either factory-finished or non-corrosive. Paiting of wall-mounted conduits is not included. Landscaping Site landscaping (e.g. plant restoration or long term weed abatement) is not included. Irrigation repair and reconfiguration caused by foundation or underground construction is not included. Fencing A 6-0’ galvanized, 9 gauge, 2” mesh fencing and chain link fence-with gate around perimeter electrical equipment pad locations is included. Special provisions for privacy slats, special hardware, lock sets, small fabric, etc. are not included. 4” bollards are included only in areas subject to vehicle impact. Additional bollards required by utility or other entities are excluded. Labor Project Labor Agreement Provider shall cause its project contractor to to enter into Customer’s project labor agreement among Customer, the project contractor, and all subcontrators thereof working on the project (the “PLA”). Overtime and special shift requirements Overtime and special shift requirements are not included, based on schedule submitted with this proposal, except for the interconnection work if shutdown is required. Project hours are based on Monday through Friday 7am – 5pm. Prevailing Wages Provider shall pay prevailing wages for the project per the PLA and industrial relations requirements of project location. Diversity Requirements Provider shall comply with Contra Costa County’s Construction Outreach Program. Indirect Construction Costs Taxes and fees A-8 Taxes or fees, other than permit fees and sales tax, are not included. Bonds Prior to the Effective Date of the Agreement to which this Exhibit A is attached, Provider shall deliver to Customer for approval good and sufficient bonds with sureties, in amounts specified in Section 12.5 (Limitation of Liability) of the Agreement guaranteeing its faithful performance of the Agreement and its payment for all labor and materials thereunder. Site & Construction Conditions Access Design assumes each project site will be constructed in a single phase, set up of construction fencing at beginning of mobilization and removed when construction is completed. Extra time and labor for moving fences to “phase” construction in efforts to minimize parking impacts will have impacts in cost and schedule and will be calculated as a change order. Customer will provide Site access to Provider to perform all work pursuant to the License granted in the Agreement. Provider will perform all work during regular business hours according to the PLA. Extra time or personnel constraints due to site security beyond daily signing in by workers on a sign in sheet i.e. badging, background checks, tool inventory checks, etc.—is not included. Provider will be provided a sufficient area for staging materials and locating temporary facilities such as cranes, fork lifts, scaffolding, stairtowers, construction trailers, portable toilets and dumpsters. Existing roads will be capable of handling all required construction equipment such as drilling rigs, concrete trucks, delivery trucks, cranes, and all other equipment necessary to complete the work. Provider will not be responsible for any damage to existing roads, parking lots or playgrounds resulting from normal construction operations and activities. Use of Facilities On-site water and power will be available for construction with no restrictions and at no charge to Provider. If a Customer initiated power shut down has duration over 4 hours and effects normal construction operations, Provider can rent and install a temporary generator and submit associated costs to Customer for reimbursement. Water quality shall be sufficient for use in dust control, as necessary, and be suitable for Provider’s standard concrete mix design. Special handling of site materials Testing for removal and disposal of any existing hazardous waste materials, contaminated soils, or any other unforeseen site conditions that require special handling are not included. Site utilities and hazards A-9 Changes resulting from utilities, right of ways, easements, and/or hazards—underground or above ground—or any undocumented building upgrades are not included. Documented utilities and building upgrades are considered as part of this proposal if as- builts are provided to Provider prior to contract execution in order to confirm locations of these possible hazards. Customers shall supply Provider with a current Title Report with plotted easements, encumbrances, and rights-of-way at all project site locations. Security and Lighting Proposal assumes all parking lot light standards in direct conflict with installation of photovoltaic parking canopies will be removed by Provider. Proposal also assumes that the existing lighting circuits, for those removed parking lot light standards, can be re-used for photovoltaic parking canopies lighting system and that those existing circuits have ample current carrying capacity to provide required lighting at parking canopies, per jurisdictional code requirements. PV canopies located in areas where no exsisting lights are present will not include lighting unless the Customer requests this for an additional cost. Temporary lighting during construction is excluded. New lighting circuit installation is excluded from this proposal as well as any required timing circuit reconfiguration, lighting controllers, relays, or new panel boards. Lighting design and/or installation beyond the footprint of the photovoltaic parking canopies is not included in this proposal. Replacement of existing light standards is not included. Proposal includes LED fixtures for lighting under structures. Additional security systems or infrastructure are not included in this proposal Special Conditions Proposal assumes modifications and/or reconfiguration of the existing parking lots will not be required to accommodate installation of Provider’s photovoltaic parking canopy. Assumes existing islands in parking lot to remain at area of new carport structure. Proposal excludes any re-striping of the parking lot/hard-court areas, unless specifically related to the construction of the photovoltaic parking canopies, or specifically described in the RFP. While special care will be taken to locate existing underground utilities (underground survey) and locate carport structures with minimum conflicts, relocation of existing underground utilities due to carport foundations is not included. Proposal excludes requirements for accessibility upgrades and accessibility design around the photovoltaic parking canopy structures and assumes that current parking lot layout has been reviewed and approved by AHJ and built and closed at the AHJ. If the architect of record recommends addition of new accessible parking stalls under the solar canopies, grade change to meet code, changed path of travel and/or new canopies over existing accessible stalls, design and construction costs will be addressed via Change Order. A-10 Proposal excludes design or installation of any required additional fire hydrants or fire protection apparatuses as required by local first responders or Fire, Life/Safety professionals responsible for review and approval of the design for this project. Architectural enhancements to the photovoltaic parking canopy structures or ground and roof arrays and mounting systems are not included. At the detention center located at 1000 Ward in Martinez, the project estimate is based on utilizing exsisting conduit and equipment from the previous pv installation. The ability utilize existing conduit will be verified during the design phase. Testing and Inspections Provider assumes all Special Inspections/Testing shall be paid for and contracted by the Customer. Weather conditions Provider assumes standard weather patterns and site conditions for planning the project schedule. Instances of excessive climate, weather (greater than the most adverse conditions in the last 3 years) or natural disasters may result in delays and/or unplanned costs (i.e. additional labor, shipping, storage, and logistics costs) which will be the responsibility of the Customer. Commissioning, Monitoring, Operations & Maintenance Commissioning Proposal assumes commissioning requirements for this project is only for the Photovoltaic and energy storage systems. Proposal does not include other building system commissioning costs not related to our work (i.e. HVAC, Plumbing, Fire Alarm, etc.). EXHIBIT B FORM OF FINANCING PARTY ACKNOWLEDGMENT [This Form of Consent contemplates a Sale-Leaseback of the System between the Provider and Provider’s Lender and Provider’s eventual lender may request changes] This CONSENT AND AGREEMENT (this “Consent”) dated as of [], 201 is entered into among (i) Contra Costa County, a political subdivision of the State of California (the “Customer”), (ii) Solar Star Co Co 1, LLC, a limited liability company duly organized and existing under the laws of the State of Delaware (the “Provider”), and (iii) [],a [] duly organized and existing under the laws of the State of [] (together, with its successors in such capacity, the “System Lessor”). WHEREAS, the Provider intends to develop, install, own, operate and maintain a [________] MW [ground-mounted/rooftop] photovoltaic solar electric generating facility to be located in [________] (the “Project”); WHEREAS, the Provider and the Customer entered into that certain Power Purchase & Storage Services Agreement, dated as of [], 2019 (as amended, amended and restated, modified or supplemented from time to time, the “Assigned Agreement”);1 WHEREAS, the Project will be sold by the Provider to the System Lessor pursuant to that certain Participation Agreement (as amended, the “Participation Agreement”) dated as of the date hereof, among the Provider, the System Lessor, [], not in its individual capacity but as owner trustee, and [] (“Owner Participant”); WHEREAS, the System Lessor will lease the Project back to the Provider pursuant to that certain Lease Agreement, a related Project Schedule and a Certificate of Acceptance (as amended, the “Lease Agreement”) dated as of the date hereof, between the System Lessor and the Provider; WHEREAS, the Provider will grant the System Lessor a first priority security interest in and to all of the Provider’s assets, including the Assigned Agreement, pursuant to a security agreement in form and substance acceptable to the System Lessor (as amended, amended and restated, modified or supplemented from time to time, the “Security Agreement”); and WHEREAS, it is a condition precedent to the Owner Participant’s obligation to make its investment in the System Lessor and for the System Lessor to acquire the Project under the Participation Agreement and lease the Project to the Provider under the Lease Agreement that the Customer execute and deliver this Consent. NOW, THEREFORE, as an inducement to the Owner Participant to make its investment in the System Lessor and for the System Lessor to acquire the Project under the Participation Agreement and lease the Project to the Provider under the Lease Agreement, and in consideration 1 NTD: Can be expanded to include any additional agreements to which the Customer is a party. of good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, the parties hereto hereby agree as follows: 1. CONSENT TO ASSIGNMENT, ETC. (a) Consent to Assignment. The Customer (i) acknowledges that the Provider and the System Lessor have entered into the Participation Agreement and the Owner Participant’s obligation to make its investment in the System Lessor and for the System Lessor to acquire the Project under the Participation Agreement and lease the Project to the Provider under the Lease Agreement will be made in reliance upon the execution and delivery by the Customer of the Assigned Agreement and this Consent, (ii) consents in all respects to the pledge and assignment to the System Lessor of all of the Provider’s right, title and interest in, to and under the Assigned Agreement pursuant to the Security Agreement, and (iii) acknowledges the right, but not the obligation, of the System Lessor or the System Lessor’s designee, in the exercise of the System Lessor’s rights and remedies under the Lease Agreement, the Security Agreement, and related documents to make all demands, give all notices, take all actions and exercise all rights of the Provider in accordance with the Assigned Agreement, and agrees that in such event the Customer shall continue to perform its obligations under the Assigned Agreement; provided that in the event, with respect to the Assigned Agreement, there exists a conflict between any notice given or action taken by the System Lessor and any notice given or action taken by the Provider, such conflict shall be resolved in favor of the notice given or the action taken by the System Lessor. (b) Substitute Owner. The Customer agrees that, if the System Lessor notifies the Customer that an event of default under the Lease Agreement has occurred and is continuing and that the System Lessor has exercised its rights (i) to have itself or its designee substituted for the Provider under the Assigned Agreement, (ii) to acquire or have its designee or assignee acquire the Provider, or (iii) to sell, assign, transfer or otherwise dispose of the Assigned Agreement to a third party, including in a judicial or non-judicial foreclosure sale, then the System Lessor, the System Lessor’s designee or such third party (each, a “Substitute Owner”) shall be substituted for the Provider under the Assigned Agreement and, in such event, the Customer will (x) recognize the Substitute Owner as its counterparty to the Assigned Agreement, (y) take any actions and execute any documents, agreements or instruments reasonably necessary to effect such substitution, and (z) continue to perform its obligations under the Assigned Agreement in favor of the Substitute Owner pursuant to the terms hereof and thereof. (c) Right to Cure. (i) Notwithstanding anything to the contrary contained in the Assigned Agreement, the Customer shall not exercise any right it may have under the Assigned Agreement, at law or in equity, to cancel, suspend or terminate the Assigned Agreement or any of its obligations under the Assigned Agreement, as the result of any default or other action or omission of the Provider in the performance of any of its obligations under the Assigned Agreement, or upon the occurrence or non-occurrence of any event or condition under the Assigned Agreement that would immediately or with the passage of any applicable grace period or the giving of notice, or both, enable the Customer to terminate or suspend its obligations or exercise any other right or remedy under the Assigned Agreement or under applicable law (hereinafter an “Assigned Agreement Default”), until it first gives prompt written notice of such Assigned Agreement Default to the System Lessor and the Owner Participant and affords the System Lessor and the System Lessor’s respective successor, assignee and/or designee a period of at least ninety (90) days (or, if such default is a payment default, forty-five (45) days) to cure such default, commencing from the later to occur of (x) the System Lessor’s and the Owner Participant’s receipt of such notice, and (y) the expiration of any notice periods or cure periods provided for in the Assigned Agreement; provided, however, that if (1) an event of default under the Lease Agreement has occurred and is continuing, the System Lessor has exercised its rights to foreclose on the Project as a result thereof and possession of the Project is necessary to cure any such non-monetary default, then, so long as the System Lessor or the System Lessor’s respective successor, assignee and/or designee is diligently pursuing such foreclosure proceedings, the time periods specified in this Section 1(c) for curing an Assigned Agreement Default shall be extended for the time taken to complete foreclosure proceedings, and (2) any such party is prohibited from curing any such Assigned Agreement Default by any process, stay or injunction issued by any governmental authority or pursuant to any bankruptcy or insolvency proceeding involving the Provider, then the time periods specified in this Section 1(c) for curing an Assigned Agreement Default shall be extended for the period of such prohibition. (ii) No such cancellation, suspension or termination of the Assigned Agreement by the Customer shall be binding upon the System Lessor without the notice and extended cure period specified in this Section 1(c). Any dispute that may arise under the Assigned Agreement notwithstanding, the Customer shall continue performance under the Assigned Agreement and resolve any dispute without discontinuing such performance until the lapse of the notice and extended cure period specified in this Section 1(c). (d) No Termination, Assignment or Material Amendments. The Customer shall not enter into any consensual cancellation or termination of the Assigned Agreement (except with respect to termination in the event of a default by the Provider, subject to the limitations and extended cure periods provided for in Section 1(c)), or assign, novate or otherwise transfer any of its right, title or interest thereunder or consent to any such assignment or transfer by the Provider without, in each such case, the written consent of the System Lessor. The Customer shall not enter into or agree to any amendment, supplement, assignment or other modification to, or benefit from any waiver under, the Assigned Agreement without the prior written consent of the System Lessor. (e) Replacement Agreement. In the event that the Assigned Agreement is rejected or otherwise terminated as a result of any bankruptcy or insolvency proceeding affecting the Provider, the Customer shall, at the option of the System Lessor or the System Lessor’s respective successor, assignee and/or designee, enter into a new agreement with the System Lessor or any Substitute Owner (or its transferee or other nominee that owns or leases the Project) having terms substantially the same as the terms of the Assigned Agreement. Thereafter, references in this Consent to the “Assigned Agreement” shall be deemed to refer to such new agreement. (f) No Liability. The Customer acknowledges and agrees that none of the System Lessor, or the System Lessor’s respective successor, assignee and/or designee or the Owner Participant shall have any liability or obligation under the Assigned Agreement as a result of this Consent, the Security Agreement, the Lease Agreement or otherwise, nor shall the System Lessor or the System Lessor’s respective successor, assignee and/or designee be obligated or required to (i) perform any of the Provider’s obligations under the Assigned Agreement, except, in the case of the System Lessor or the System Lessor’s respective successor, assignee and/or designee, during any period in which the System Lessor or the System Lessor’s respective successor, assignee and/or designee is a Substitute Owner pursuant to Section 1(b), in which case the System Lessor or other Substitute Owner shall not be liable for acts or omissions of the Provider and the obligations of such Substitute Owner shall otherwise be no more than those of the Provider under the Assigned Agreement, or (ii) take any action to collect or enforce any claim for payment assigned under the Security Agreement or any related document. (g) Delivery of Notices. The Customer shall deliver to the System Lessor and the Owner Participant, concurrently with the delivery thereof to the Provider, a copy of each notice, request or demand given by the Customer pursuant to the Assigned Agreement. (h) Acknowledgements. The Customer agrees to execute such acknowledgements or other similar instruments as the System Lessor may reasonably request in connection with the transactions contemplated by this Consent. 2. PAYMENTS UNDER THE ASSIGNED AGREEMENT (a) Payments. The Customer will pay all amounts payable by it under the Assigned Agreement, if any, in lawful money of the United States of America, in immediately available funds and in the manner required by, and subject to the terms and conditions of, the Assigned Agreement, directly into the account specified on Exhibit A hereto, or to such other person or account as may be specified from time to time by the System Lessor to the Customer in writing. (b) No Offset, etc. All payments required to be made by the Customer under the Assigned Agreement shall be made without any offset, recoupment, abatement, withholding, reduction or defense whatsoever. 3. REPRESENTATIONS AND WARRANTIES OF THE CUSTOMER The Customer makes the following representations and warranties to the System Lessor, the Provider and the Owner Participant as of the date hereof, which shall survive the execution and delivery of this Consent and the Assigned Agreement and the consummation of the transactions contemplated hereby and thereby: (a) Organization; Power and Authority. The Customer is a political subdivision of the State of California, and is duly qualified, authorized to do business and in good standing in all jurisdictions where it is required to be so qualified and authorized to do business, and has all requisite power and authority to enter into and to perform its obligations under this Consent and the Assigned Agreement, and to carry out the terms hereof and thereof and the transactions contemplated hereby and thereby. (b) Authorization. The execution, delivery and performance by the Customer of this Consent and the Assigned Agreement have been duly authorized by all necessary action on the part of the Customer and do not require any approval or consent of any holder (or any trustee for any holder) of any indebtedness or other obligation of (i) the Customer, or (ii) any other person or entity, except approvals or consents which have previously been obtained. (c) Execution and Delivery; Binding Agreements. Each of this Consent and the Assigned Agreement is in full force and effect, has been duly executed and delivered on behalf of the Customer and constitutes the legal, valid and binding obligation of the Customer, enforceable against the Customer in accordance with its terms except as the enforceability hereof or thereof may be limited by (i) bankruptcy, insolvency, reorganization, or other similar laws affecting the enforcement of creditors’ rights generally, and (ii) general equitable principles (whether considered in a proceeding in equity or at law). (d) Litigation. There is no legislation, litigation, action, suit, proceeding or investigation pending or (to the best of the Customer’s knowledge after due inquiry) threatened against the Customer before or by any court, administrative agency, arbitrator or governmental authority, body or agency which, if adversely determined, individually or in the aggregate, (i) could adversely affect the performance by the Customer of its obligations under this Consent or the Assigned Agreement, or that could modify or otherwise adversely affect the Approvals (as defined in Section 3(f)), (ii) questions the validity, binding effect or enforceability of this Consent or the Assigned Agreement, any action taken or to be taken pursuant hereto or thereto or any of the transactions contemplated hereby or thereby, or (iii) could have a material adverse effect upon (x) the value, validity, perfection or enforceability of the liens granted to the System Lessor under the Security Agreement and other security documents, or (y) the ability of the System Lessor to enforce any of its rights and remedies under the Assigned Agreement or this Consent. (e) No Conflict. The execution and delivery of this Consent and the Assigned Agreement and the performance by the Customer under this Consent and the Assigned Agreement will not violate, result in a breach of, default under or conflict with (i) any law, rule, regulation, order, permit or decree applicable to the Customer, (ii) its organizational documents, or (iii) the terms of any other agreement binding on the Customer. (f) Government Consent. No consent, order, authorization, waiver, approval or any other action, or registration, declaration or filing with, any person, board or body, public or private (collectively, the “Approvals”), is required to be obtained by the Customer in connection with the execution, delivery or performance of this Consent, the Assigned Agreement or the consummation of the transactions contemplated hereunder and thereunder, except any Approvals which have previously been obtained. (g) No Default or Amendment. Neither the Customer nor, to the Customer’s knowledge after due inquiry, the Provider or any other party to the Assigned Agreement is in default of any of its obligations thereunder (or has claimed force majeure, emergency, or any other excuse for performance thereunder which is still ongoing as of the date hereof). The Customer has no existing counterclaims, offsets, defenses, or claims for change orders against the Provider under the Assigned Agreement. To the Customer’s knowledge, no event or condition exists that would either immediately or with the passage of any applicable grace period or giving of notice, or both, enable either the Customer or the Provider to terminate or suspend its obligations (or the performance of such obligations) under the Assigned Agreement. The Assigned Agreement has not been amended, modified or supplemented in any manner other than as indicated above. (h) No Previous Assignments. The Customer has no notice of, and has not consented to, any previous assignment of all or any part of its right, title or interest in, to or under the Assigned Agreement. (i) [Purchase Option. The Customer has not taken any official action requiring or authorizing the exercise of any purchase option available to it under the Assigned Agreement, has not decided whether or not it will exercise any such purchase option, and is under no legal or economic compulsion to exercise any such purchase option; provided, however, nothing herein shall prohibit the Customer from exercising any purchase option under the Assigned Agreement when it becomes exercisable in accordance with its term and such exercise shall not be deemed to be a breach of this representation and warranty.] (j) Liens; Mortgages. The Customer has no knowledge of any existing lease, mortgage, security interest or other interest in or lien upon the [Premises], which could attach to the Project as an interest adverse to the System Lessor’s interest therein. Representations and Warranties. All representations, warranties and other statements made by the Customer in the Assigned Agreement were true and correct in all material respects as of the date when made and, except for those that by their terms speak as of a specific date, are true and correct in all material respects as of the date hereof. 4. ADDITIONAL PROVISIONS 2 (a) [Commercial Operation Date. The Commercial Operation Date is _____________. (b) Use of Electricity. None of the electricity to be sold under the Assigned Agreement will be used to generate energy for the purpose of heating a swimming pool. (c) Project. The Customer has approved the Project as installed at the [Premises]. (d) Access Rights. The System Lessor and the System Lessor’s respective successors, assignees and/or designees shall have the same rights as the Provider to access the Project in order to install, operate, maintain and remove the Project as the right accorded to the System Lessor under the Lease Agreement and the Security Agreement. (e) Notice of Ownership. The Customer will use commercially reasonable efforts to place its successors, assigns and lien holders on notice of the ownership of the Project by the Provider or the System Lessor, the existence of the security interest, and the fact that the Project is not part of the [Premises] or a fixture thereof, as necessary and appropriate to avoid confusion or adverse claims. (f) Amendments. The Customer acknowledges that, under the Provider’s financing arrangements, the Provider is not permitted to agree to an amendment or assignment of the Assigned Agreement without prior written consent of the System Lessor.] 2 NTD: Additional provisions to be added to address specific matters contained in the PPA. 5. MISCELLANEOUS (a) Applicable Law; [Submission to Jurisdiction]. THIS CONSENT, AND ANY INSTRUMENT OR AGREEMENT REQUIRED HEREUNDER (TO THE EXTENT NOT EXPRESSLY PROVIDED FOR THEREIN), SHALL BE GOVERNED BY, AND CONSTRUED UNDER, THE LAWS OF THE STATE OF CALIFORNIA, APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN SUCH STATE AND WITHOUT REFERENCE TO CONFLICTS OF LAWS. (b) [Reserved.] (c) Notices. All notices and other communications hereunder (i) shall be in writing, (ii) shall be effective upon actual receipt thereof by the party or parties to whom such notice is addressed, except that any communication or notice so transmitted by telecopy or electronic mail shall be deemed to have been validly and effectively given on the day (if a business day and, if not, on the next following business day) on which it is transmitted if transmitted during normal business hours of the recipient, and if transmitted after that time, on the next following business day, in each case as evidenced by transmittal confirmation received by the transmitter, (iii) shall be delivered by hand or overnight courier service or mailed by certified or registered mail, sent by facsimile or via electronic mail, and (iv) shall be directed as follows: If to the Customer: [________] [________] [________] Attention: [________] Telephone: [________] Facsimile: [________] Email: [________] If to the Provider: [●] If to the System Lessor: [●] The above parties may, by notice given hereunder, designate any further or different addresses to which subsequent notices or other communications shall be sent. (d) Amendment, Waiver. Neither this Consent nor any of the terms hereof may be terminated, amended, supplemented, waived or modified except by an instrument in writing signed by the Customer, the Provider and the System Lessor. (e) Third Party Beneficiary. The Owner Participant shall be an express third-party beneficiary of this Consent. The Owner Participant shall be entitled to enforce the rights of the System Lessor hereunder. (f) No Waiver; Remedies Cumulative. The waiver of any right, breach or default under this Consent by any party must be made specifically and in writing. No failure or delay on the part of the System Lessor in exercising any right, power or privilege hereunder and no course of dealing between the Customer and the System Lessor shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other exercise, or the further exercise, of any other right, power or privilege hereunder. No notice to or demand upon any party will entitle such party to any further, subsequent or other notice or demand in similar or any other circumstances. The rights and remedies herein expressly provided are cumulative and not exclusive of any rights or remedies that the System Lessor would otherwise have. (g) Counterparts. This Consent may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered, including by e-mail or other electronic transmission, shall be deemed an original, but all of which shall together constitute one and the same instrument. (h) Headings Descriptive. The headings of the several sections and subsections of this Consent are inserted for convenience only and shall not in any way affect the meaning or construction of any provision of this Consent. (i) Severability. In case any provision in or obligation under this Consent shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. (j) Successors and Assigns. This Consent shall be binding upon the parties hereto and their permitted successors and assigns and shall inure to the benefit of the parties, their designees and their respective permitted successors and assigns; provided, however, that no party or its respective successor or assign shall assign any of its interest in this Consent except in connection with an assignment of its interests in the Assigned Agreement and then only to the same person(s) or entity(ies) to which its interest in the Assigned Agreement is so assigned. (k) Survival. All agreements, statements, representations and warranties made by the Customer herein shall be considered to have been relied upon by the System Lessor and the Owner Participant and shall survive the execution and delivery of this Consent. (l) Conflicts. In the event of a conflict between any provision of this Consent and any provision of the Assigned Agreement, the provisions of this Consent shall prevail. (m) Further Assurances. Each party hereto hereby agrees to execute and deliver all such instruments and take all such action as may be necessary to effectuate fully the purposes of this Consent. [SIGNATURE PAGES FOLLOW] Signature Page to Consent IN WITNESS WHEREOF, the parties hereto have caused this Consent to be executed by their respective officers as of the date first above written. [________] as the Customer By: ____________________________________ Name: Title: [________] as the Provider By: ____________________________________ Name: Title: [●], as the System Lessor By: ____________________________________ Name: Title: Signature Page to Consent Exhibit A to Consent Payment Instructions Accounts Bank ABA Number [________]3 Account Number [________] Account Name [________]] Reference [________] 3 Account information to be confirmed and included. Appendix A to Guarantee EXHIBIT C SYSTEM PERFORMANCE GUARANTEE (the “Guarantee”) ARTICLE I. ADDITIONAL DEFINED TERMS Actual Generation means, for each Guarantee Year during the Term and with respect to the System, the System’s alternating current or “AC” electricity production in kilowatt- hours (“kWh”) as measured under Section 3.02. Annual Deficit has the meaning set forth in Section 3.01. Annual System Performance Report means the report that summarizes annual system performance in kWh and includes calculations for Weather Adjustment and True-up Period calculations. Avoided Energy Price per kWh means the amount that the Customer will be paid by Provider for each Kilowatt-hour as set out in Appendix B (Avoided Energy Price) of this Guarantee. Data Acquisition System or DAS means Provider’s system that displays historical meteorological and production data over an Internet connection and consists of hardware located on-Site and software housed on Provider’s DAS server. The DAS measures and logs, at a minimum, the following parameters on a 15-minute average basis at the Site: actual AC electricity production of the System (in kWh) and solar irradiance (in W/m2). Expected Energy means, for the System in a specified Guarantee Year, the kilowatt hours for the System set forth on Appendix A (Expected Energy) of this Guarantee. Excused Performance Event means: • Force Majeure Event; • Impingements on solar access by structures or activities on neighboring sites or by facilities that are beyond the control of either Party; • Externally caused outages, including: o Warranty Exclusions: hours during any period when the System or any portion thereof is off-line due to an event that would constitute an exclusion under any applicable manufacturer’s, System, workmanship or other applicable warranty. o Network Disturbance Hours: hours during any period when a fluctuation in the utility network parameters (e.g., a frequency or voltage variation) result in the disconnection of the inverters or the System from the utility network and prevented energy from being evacuated from the System. o Network Outage Hours: hours during any period when a failure in the distribution network or in the connection infrastructure prevented energy from being evacuated from the System. o Third-Party Equipment Servicing Hours: equipment or System outage hours during any period that result from service issues related to non-Provider equipment or delays in procuring non-Provider replacement parts. Exhibit C (Performance Guarantee) o Customer-Caused Hours: hours during any period when the equipment or the System is off-line due to Customer-required outages or Customer-caused delays in Site access. o Major Maintenance Hours: hours during any period when the equipment or the System is off-line due to Customer-required major maintenance work. Guaranteed Level means 90% of the Expected Energy for a Guarantee Year for the System. Guarantee Year means each successive 12-month period during the Term commencing on the Commercial Operation Date. PVSim means the software program utilized by Provider to predict the amount of energy that the System will produce in an average year which has the following characteristics: (1) based on PVFORM, the photovoltaic simulation software produced by Sandia National Laboratories and the US Department of Energy, (2) all photovoltaic characteristics are modeled, (3) all ancillary array losses are taken into account and (4) PVSim simulations use either measured data or typical meteorological year files from Meteonorm and NREL. SEMMY or “Simulated Energy in a Measured Meteorological Year”, means, with respect to any Guarantee Year, Year 1 AC Energy output of the System simulated by PVSim using measured average hourly irradiance, wind speed, and air temperature as recorded by the Data Acquisition System, holding all other inputs equal to those used in calculating SETMY. SETMY or “Simulated Energy for a Typical Meteorological Year”, means the Year 1 AC Energy output of the System simulated by PVSim using average hourly irradiance, wind speed, and air temperature data contained within the Weather File. True-up Period means each successive one (5)-year period during the Term commencing on the first day of the Term. Weather Adjustment means the ratio described in Section 3.01. Section 3.01 Weather File means the typical meteorological year data set specified for the System set forth on Appendix C (Weather File) of this Guarantee. ARTICLE II. PERFORMANCE GUARANTEE CONSIDERATION Section 2.01 Consideration The Parties agree that the consideration set forth in Section 5.1 of the Agreement includes adequate consideration for the terms, conditions and provisions of this Guarantee. ARTICLE III. PERFORMANCE GUARANTEE Provider guarantees to Customer that the Actual Generation of the System during any Guarantee Year, subject to the limitations, terms and conditions stated in this Guarantee shall not be less than the Guaranteed Level. Section 3.01 Guaranteed Output Calculations. Provider shall calculate the Annual Deficit for the System for each Guarantee Year during the Term: Exhibit C (Performance Guarantee) (a) Annual Deficit = (Expected Energy x Guaranteed Level) x Weather Adjustment – Actual Generation Where the Weather Adjustment ratio is as follows: Simulated Energy in a Measured Meteorological Year (SEMMY) Simulated Energy for a Typical Meteorological Year (SETMY) For each Guarantee Year, within thirty (30) days after the end of such Guarantee Year, Provider shall calculate the Annual Deficit for the System. Customer has the right to access all data and information supporting Provider’s calculation of the Annual Deficit. (b) Guarantee Payment Reimbursement. At the end of each True-up Period: (i) if the sum of Annual Deficits > 0, then Provider shall pay to Customer an amount equal to the cumulative product of (y) the Annual Deficits and (z) the Avoided Energy Price per kWh (a “Guarantee Payment”); (ii) Provider shall promptly notify Customer of any Guarantee Payment due. Provider shall make Guarantee Payments within thirty (30) days of the date of the notice provided in the first sentence of this paragraph. Section 3.02 Actual Generation Measurement. Provider shall measure Actual Generation for the System for each Guarantee Year as follows: (a) Initial Output Data Collection. During the Term, Provider will collect energy output data using its Data Acquisition System. For each Guarantee Year, Provider will sum the daily kWh output for the System provided by the DAS to calculate the Actual Generation for the System for such Guarantee Year. (b) Equipment Calibration and Replacement. Provider may request to have the meteorological equipment independently calibrated or replaced at its own expense every eighteen (18) to thirty (30) months. Provider shall notify the Customer of the scheduled calibration date and time no less than 30 days prior, and shall provide the Customer written proof of calibration or replacement. (c) Contingency for Equipment Failure. In the event of hardware, communication, or other failure affecting the DAS, Provider will make commercially-reasonable efforts to resolve the failure in a timely manner. In the event that data is lost, Actual Generation for each affected System shall be adjusted to compensate for such lost data as follows: (i) In lieu of lost meteorological data, Provider will utilize such data obtained from a nearby meteorological station that Provider monitors and selects for such purpose. (ii) In lieu of lost electricity data, Provider will utilize the cumulative data from System meter readings to calculate the electricity generated by each affected System during the missing interval. In the event that data Exhibit C (Performance Guarantee) from the System meter is inaccurate or missing, Provider will simulate electricity production during the missing interval utilizing measured meteorological data and PVSim. The simulated electricity production during the missing interval will be added to the Actual Generation for each affected System for the subject Guarantee Year. ARTICLE IV. CUSTOMER RESPONSIBILITIES Section 4.01 Customer’s Failure to Uphold Responsibilities. Provider shall promptly notify Customer of any breach (“Out of Compliance Letter”) of (i) Customer’s obligation to pay Provider for the Solar Services pursuant to the Agreement and (ii) any Customer obligations pursuant to the Agreement that directly (A) hinder the amount of Energy delivered by the System or (B) degrade the functionality of the System. Upon Customer’s cure of all failures described in an Out of Compliance Letter, Provider will notify Customer (“In Compliance Letter”) that Customer is complying with Customer’s Responsibilities. For any period between the issuance of an Out of Compliance Letter and of an In Compliance Letter (a “Noncompliance Period”), to the extent that Customer’s non-compliance actually impacts the Actual Generation of the System, any Actual Generation from such affected Systems in such month(s) shall be disregarded in the calculation of Annual Deficits for such Systems under Section 3.01, and the Expected Energy for any affected System in any Guarantee Year in which there is a Noncompliance Period shall be reduced by a proportionate amount. ARTICLE V. EXPECTED ENERGY ADJUSTMENT Section 5.01 Adjustment of Expected Energy. If, and to the extent, any of the following events results in a change in the production of electricity by the System, Expected Energy for that System shall be adjusted correlatively for the period of such change: (a) Subject to Provider’s obligations under any warranty it provides in connection with the Systems (including any Provider obligation, with respect to the System, in connection with any requirements under the California Solar Initiative program), a material portion of the components of the System fails, and the manufacturer of such component(s) refuses, or otherwise fails to honor its corresponding warranty; (b) Customer fails to perform any of its obligations under the PPA – such as obligations related to maintaining the System’s interconnection to the local utility grid or limiting outages (as defined in the Agreement) – and such failure reduces the amount of electricity that the System can generate or deliver. (c) There is any failure of the System to perform caused by legislative, administrative or executive action, regulation, order or requisition of any federal, state or local government, local utility or public utilities commission; (d) There is an Excused Performance Event; or Exhibit C (Performance Guarantee) (e) Adjustment to the Expected Energy, or a reduction in the amount of Energy that Provider is obligated to deliver, is permitted or required under the Agreement. Section 5.02 Notification of Changes to Expected Energy. If Provider determines that any changes to Expected Energy for the System are required based on an event or events described in Section 5.01, then Provider shall notify the Customer, in writing, of the basis for its determination, and Provider shall either provide revised definitions of Expected Energy in exhibits that, upon mutual agreement of the Parties, which shall not be unreasonably denied or delayed, shall replace the current exhibits to this Guarantee, or specify a date by which it shall do so. Appendix A to Guarantee Appendix A – Expected Energy Guarantee Year Expected Annual kWh 1 464,810 2 463,648 3 462,489 4 461,333 5 460,179 6 459,029 7 457,881 8 456,737 9 455,595 10 454,456 11 453,320 12 452,186 13 451,056 14 449,928 15 448,804 16 447,682 17 446,562 18 445,446 19 444,332 20 443,221 21 442,113 22 441,008 23 439,906 24 438,806 25 437,709 Total 11,278,237 Appendix B to Guarantee Appendix B – Avoided Energy Price Guarantee Year Avoided Energy Price per kWh 1 $0.0048 2 $0.0049 3 $0.0051 4 $0.0052 5 $0.0054 6 $0.0056 7 $0.0057 8 $0.0059 9 $0.0061 10 $0.0063 11 $0.0065 12 $0.0066 13 $0.0068 14 $0.0070 15 $0.0073 16 $0.0075 17 $0.0077 18 $0.0079 19 $0.0082 20 $0.0084 21 $0.0087 22 $0.0089 23 $0.0092 24 $0.0095 25 $0.0098 Appendix C to Guarantee Appendix C – Weather File SolarAnywhereTGY2016_(10km)_37.95_-122.35 Schedule A DESCRIPTION OF SITE Facility System Size (kW DC) Product Type Module qty & type - SunPower Inverters- qty & type-Delta 1305 Macdonald Ave, Richmond, CA 94801 282.00 Carport – Helix 1.5 (600) SPR- X21-470- COM (2) M60U_121 (2) M42U_121 Schedule B DESCRIPTION OF SYSTEM  PV System Array Layouts and Electrical Single Line Diagrams ϭϮWZKWK^^K>Z^t/d,KZEh>>Kd/KEϴϬϬ͕ϰϴϬsWK/EdK&/EdZKEEd/KE;/E^/d,h/>/E'Ϳ;;;;ϱϬϮϱϵϲ͕Zs<^>͗ϭZZz>zKhdϭͬϯϮΗсϭΖͲϬΗ^,d+$5%285:$<6287+5,&+021'&$86$  Zs^/'Eη^Z/Wd/KEd  WZK:dKWWKZdhE/dzZs/^/KE^E'/EZΖ^^dDWϭΗϬϭϮΗ/&Z/^EKdKE/E,͕Zt/E'/^EKddK^>KEdZK^dKhEdzϭϯϬϱDKE>sϭϯϬϱDKE>sZ/,DKE͕ϵϰϴϬϭͲͲͲϰϯϮϭϰϯϮϭ>ϭϬϬϬϭϱϱϳϮϴϴͺ>ͺϭϯϬϱDKE>ͺW&dͺ͘t'ϰͬϵͬϮϬϭϵϭϭ͗ϭϰWDZZz>zKhd7,(5352-(&76800$5<>'E͗WZKWK^>/',dWK>ZDKs>WZKWK^dZZDKs>W/Z>Kd/KEWZKWK^Yh/WDEdWWZKWK^WK/EdK&/EdZKEEd/KEKEh/d^;^^ͲWK/ͿKEh/d^;^WͲ^^ͿKEh/d^;/EsͲ^WͿ;REKd^͗ϭ͘ ϭϭϬDW,t/EKE;^ϳͲϭϬͿd'KZz//͕yWK^hZ͘Ϯ͘ ^EKt>KϬW^&͕>sd/KEϮϵΖϯ͘KZZK^/KEZd͗΀ϱ͘ϯђŵͬLJƌ΁͕΀ϰ͗ϮϬй͕ϱ͗ϵϵй΁ϰ͘ ZYh/ZKd/E'&KZWZ'>sE/^d>/EKZZdK,/sϭϬzZ>/&&KZWWZEK&Zh^d͗'Ϯϯϱϱ͘ ZYh/ZKd/E'&KZWZ'>sE/^d>/EKZZdK,/s>/&d/DK^dKsZϮϱzZ^͗'Ϯϯϱϲ͘ DdZηϭϬϬϵϯϵϬϯϮϳϳ͘ ZZz^,KtEKEZ/>/D'͗ϴ͘ ZZzDKhEd/E'^dZhdhZ͗ϵ͘ ^dEZEKWz>KtͲE>ZE͗ϭϭΖWZKs/&KZ^dEZs,/>ϭϬ͘ 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>ϳϱΣηϭ ηϭϯϱϬϮϮΗDdϭ ϭϯϬĨƚϬ͘ϭϰйh> ϮϳϮ͘ϴϴϰ ϰϴϬ ϯϮϴ͘Ϯ;ϮͿηϰͬϬd,tEͲϮh ϳϱΣηϮ ηϮϰϱϬϮϮΗZDϭϭϯϬĨƚϬ͘ϭϬй CONFIDENTIAL Schedule C Schedule C PV SYSTEM PRICING The following pricing is based on the Standard System Design Package described in Exhibit A. kWh Rate ($/kWh) Term (Years) Annual Rate Escalator (% / Year) $0.1344 25 0% Schedule D TERMINATIONS VALUES Applicable Date : Years from Commercial Operation Date Termination Value ($) 0 Year $1,359,959 1 Year $1,098,435 2 Years $984,499 3 Years $870,081 4 Years $755,271 5 Years $639,832 6 Years $624,513 7 Years $608,619 8 Years $592,220 9 Years $575,096 10 Years $557,309 11 Years $539,121 12 Years $520,335 13 Years $500,768 14 Years $480,659 15 Years $460,043 16 Years $438,988 17 Years $417,349 18 Years $395,187 19 Years $372,495 20 Years $349,324 21 Years $325,554 22 Years $301,233 23 Years $276,355 24 Years $250,962 EXECUTION VERSION CONFIDENTIAL NOTE: 4545 Delta Fair Blvd, Antioch, CA 94509 POWER PURCHASE AGREEMENT Dated as of June 18, 2019 by and between Solar Star Co Co 1, LLC as Provider and Contra Costa County as Customer TABLE OF CONTENTS CONFIDENTIAL POWER PURCHASE AGREEMENT .................................................................................................... 1 RECITALS: ................................................................................................................................................ 1 AGREEMENT: .......................................................................................................................................... 1 1. Definitions. ..................................................................................................................................... 1 2. Purchase and Sale of Solar Services; License. ............................................................................ 5 2.1 Purchase and Sale of Solar Services. ..................................................................... 5 2.2 License. .................................................................................................................. 5 3. Design, Construction, Installation and Testing of System. ....................................................... 6 3.1 Installation.............................................................................................................. 6 3.2 Conditions Precedent to Commencement of Construction and Installation. ......... 7 3.3 Utility Approvals. .................................................................................................. 8 3.4 Energy Delivery. .................................................................................................... 8 3.5 Risk of Loss; Exclusive Control. ........................................................................... 8 3.6 Termination Values. ............................................................................................... 9 4. Operation and Maintenance of System. ...................................................................................... 9 4.1 O&M Work; Phone/Data Line. .............................................................................. 9 4.2 Malfunctions and Emergencies. ............................................................................. 9 4.3 Metering. .............................................................................................................. 10 4.4 Title to System. .................................................................................................... 10 4.5 Outages. ............................................................................................................... 11 4.6 Compliance with Utility Specifications. .............................................................. 11 5. Purchase of Solar Services. ........................................................................................................ 11 5.1 Purchase Requirement. ........................................................................................ 11 5.2 Environmental Attributes; Environmental Financial Incentives. ......................... 12 6. Price and Payment. ..................................................................................................................... 13 6.1 Price. .................................................................................................................... 13 6.2 Taxes. ................................................................................................................... 13 6.3 Billing and Payment. ............................................................................................ 13 7. General Covenants. ..................................................................................................................... 14 7.1 Provider’s Covenants. .......................................................................................... 14 7.2 Customer’s Covenants. ........................................................................................ 15 8. Insurance Requirements. ........................................................................................................... 16 8.1 Provider’s General Liability Insurance. ............................................................... 16 8.2 Customer’s Insurance. .......................................................................................... 17 9. Force Majeure Events. ................................................................................................................ 17 10. Term; Customer Options; Termination. .................................................................................. 18 10.1 Term. .................................................................................................................... 18 10.2 Customer Options Upon Cessation of Business Operations at Site. .................... 18 10.3 Customer Options Upon Expiration of Term. ...................................................... 19 10.4 Customer Purchase Options Prior to Expiration Date. ........................................ 19 10.5 Payment of Termination Value on Termination Date. ......................................... 20 10.6 Provider Termination. .......................................................................................... 20 11. Defaults. ....................................................................................................................................... 21 11.1 Customer Default. ................................................................................................ 21 11.2 Provider Default. .................................................................................................. 22 12. Remedies Following Default. ...................................................................................................... 23 12.1 Customer’s Remedies Upon Occurrence of a Provider Default. ......................... 23 12.2 Provider’s Remedies Upon Customer Default. .................................................... 23 12.3 No Consequential Damages. ................................................................................ 24 12.4 Effect of Termination of Agreement. ................................................................... 24 12.5 Limitation of Liability. ......................................................................................... 24 13. Indemnification. .......................................................................................................................... 24 13.1 Indemnification by Provider. ............................................................................... 24 13.2 Indemnification by Customer. ............................................................................. 25 13.3 Notice of Claims. ................................................................................................. 25 13.4 Defense of Action. ............................................................................................... 25 13.5 Survival of Provisions. ......................................................................................... 26 14. Miscellaneous Provisions. ........................................................................................................... 26 14.1 Notices. ................................................................................................................ 26 14.2 Authority. ............................................................................................................. 27 14.3 Assignment .......................................................................................................... 28 14.4 Successors and Assigns. ....................................................................................... 29 14.5 Entire Agreement. ................................................................................................ 29 14.6 Amendments to Agreement. ................................................................................ 30 14.7 Waivers; Approvals. ............................................................................................ 30 14.8 Partial Invalidity................................................................................................... 30 14.9 Execution in Counterparts. ................................................................................... 30 14.10 Governing Law; Jurisdiction; Forum. .................................................................. 30 14.11 Attorneys’ Fees. ................................................................................................... 31 14.12 No Third Party Rights. ......................................................................................... 31 14.13 Treatment of Additional Amounts. ...................................................................... 31 14.14 No Agency. .......................................................................................................... 31 14.15 No Public Utility. ................................................................................................. 32 14.16 No Recourse to Affiliates..................................................................................... 32 14.17 Cooperation with Financing. ................................................................................ 32 14.18 Setoff. 32 14.19 Service Contract. .................................................................................................. 32 15. Confidential Information. .......................................................................................................... 32 16. Estoppel Certificate. ................................................................................................................... 33 Exhibits, Schedules Exhibit A - System Design and Construction Exhibit B - Form of Financing Party Acknowledgment Exhibit C - Performance Guarantee Schedule A - Description of Site Schedule B - Description of System Schedule C - System Pricing Schedule D - Termination Values - 1 - POWER PURCHASE AGREEMENT This POWER PURCHASE AGREEMENT (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of June 18, 2019 (the “Effective Date”), is by and between Solar Star Co Co 1, LLC, a limited liability company formed under the laws of the State of Delaware (“Provider”), and Contra Costa County, a political subdivision of the State of California (“Customer”). RECITALS: WHEREAS, Customer leases or owns, directly or indirectly, facilities in that certain location in California as more fully described in Schedule A of the Appendices hereto (the “Site”); WHEREAS, Customer desires that Provider install, maintain and operate, and Provider desires to install, maintain and operate, the System (as hereinafter defined) to be located on the Site; and WHEREAS, Provider desires to sell, and Customer desires to purchase, (a) the Solar Services (as hereinafter defined), including the delivery of electrical energy generated by the System (the “Energy”) and (b) other services pursuant to the terms and conditions set forth herein. NOW THEREFORE, in consideration of the mutual promises set forth below, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: AGREEMENT: 1. Definitions. Unless otherwise defined herein: (a) capitalized terms used in this Agreement shall have the respective meanings set forth in this Section 1; (b) the singular shall include the plural and vice versa; (c) the word “including” shall mean “including, without limitation”, (d) references to “Sections,” “Exhibits,” “Appendices” and the like shall be to sections, exhibits, appendices, etc. of or to this Agreement; (e) the words “herein,” “hereof” and “hereunder” shall refer to this Agreement as a whole and not to any particular section or subsection hereof; and (f) references to this Agreement shall include a reference to all exhibits hereto, as the same may be amended, modified, supplemented or replaced from time to time. “Agreement” has the meaning set forth in the preamble. “Annual Rate Escalator” means the percentage set forth in Schedule C. “Applicable Law” shall mean, with respect to any Governmental Authority, any constitutional provision, law, statute, rule, regulation, ordinance, treaty, order, decree, judgment, decision, certificate, holding, injunction, registration, license, franchise, permit, authorization, guideline, governmental approval, consent or requirement of such 2 Governmental Authority, enforceable at law or in equity, along with the interpretation and administration thereof by any Governmental Authority. “Claim Notice” shall have the meaning set forth in Section 13.3. “Code” shall mean the Internal Revenue Code of 1986, as amended. “Commercial Operation Date” shall have the meaning set forth in Section 3.4. “Confidential Information” shall have the meaning set forth in Section 15. “Customer” shall have the meaning set forth in the preamble. “Customer Default” shall have the meaning set forth in Section 11.1. “Effective Date” shall have the meaning set forth in the preamble. “Energy” shall have the meaning set forth in the preamble. “Environmental Attributes” includes, without limitation, tradable renewable certificates, green-e tags, allowances, reductions or other transferable indicia denoting carbon offset credits or indicating generation of a particular quantity of energy from a renewable energy source by a renewable energy facility attributed to the Energy during the Term created under a renewable energy, emission reduction, or other reporting program adopted by a Governmental Authority, or for which a registry and a market exists (which, as of the Effective Date are certificates issued by Green-e in accordance with the Green-e Renewable Electric Certification Program, National Standard Version 1.3 administered by the Center of Resource Solutions) or for which a market may exist at a future time. “Environmental Financial Incentives” shall mean each of the following financial rebates and incentives that is in effect as of the Effective Date or may come into effect in the future: (i) performance-based incentives, rebates and any other incentive programs offered by or in the State of California (or any political subdivision thereof) under the federal government’s, any municipality’s, any utility’s or any other state’s program or initiative (including, if applicable, subsidies available under the Self Generation Incentive Program administered through the California Public Utilities Commission), incentive tax credits (including investment tax credits arising under the Code) other tax benefits or grants in lieu thereof (including without limitation the monetization of tax benefits), and accelerated depreciation (collectively, “Incentives”), howsoever named or referred to, with respect to any and all fuel, emissions, air quality, energy generation, or other environmental or energy characteristics, resulting from the construction, ownership or operatio n of the System or from the use of solar generation or the avoidance of the emission of any gas, chemical or other substance into the air, soil or water attributable to the sale of Energy generated by the System; and (ii) all reporting rights with respect to such Incentives. “Estimated Year 1 Production” shall mean the amount set forth in Schedule B to this Agreement. 3 “Expiration Date” shall have the meaning set forth in Section 10.1. “Fair Market Value” shall have the meaning set forth in Section 10.3.2. “Financing Party” means any third-party entity providing debt or equity financing to Provider (or any successor or assignee thereof) with respect to the System, including without limitation a party providing construction financing, a lessor in a sale -leaseback transaction, a partner in a partnership flip transaction, or a limited liability company member in a n equity sale transaction . “Force Majeure Event” shall mean, when used in connection with the performance of a Party’s obligations under this Agreement, any of the following events to the extent not caused by such Party or its agents or employees, which is not preventable by such Party as of the Effective Date: a) war, riot, acts of a public enemy or other civil disturbance; b) acts of God, including but not limited to, storms, floods, lightning, earthquakes, hailstorms, ice storms, tornados, typhoons, hurricanes, landslides, volcanic eruptions, range or forest fires, and objects striking the earth from space (such as meteorites), sabotage or destruction by a third party (other than any contractor retained by or on behalf of the Party) of facilities and equipment relating to the performance by the affected Party of its obligations under this Agreement; c) acts of federal, state or local government agencies, including changes in Applicable Law, that result in increasing Provider’s costs of construction and installation, or continuing operation, of the System by 15% or more; and d) strikes, walkouts, lockouts or similar industrial or labor actions or disputes. “Governmental Authority” shall mean any federal, state, regional, county, town, city, or municipal government, whether domestic or foreign, or any department, agency, bureau, or other administrative, regulatory or judicial body of any such government. “Indemnified Party” shall have the meaning set forth in Section 13.3. “Indemnifying Party” shall have the meaning set forth in Section 13.3. “Interconnection Point” shall have the meaning set forth in Section 3.5. “kWh Rate” shall have the meaning set forth in Section 6.1. “License” shall have the meaning set forth in Section 2. “Liens” shall have the meaning set forth in Section 7.1.3. “Meter” shall have the meaning set forth in Section 4.3.1. 4 “Monthly Period” shall mean the period commencing on the Commercial Operation Date and ending on the last day of the calendar month in which the Commercial Operation Date occurs, and, thereafter, all subsequent one (1) month periods during the Term. “Monthly Production” shall mean, for each Monthly Period, the amount of Energy delivered during such Monthly Period. “O&M Work” shall have the meaning set forth in Section 4.1.1. “Party” shall mean each of Customer and Provider (and/or any successor or permitted assignee thereof). “Person” shall mean any individual, corporation, partnership, company, limited liability company, joint venture, association, trust, unincorporated organization or Governmental Authority. “Provider” shall have the meaning set forth in the preamble (and includes its successor(s) and permitted assignee(s)). “Provider Default” shall have the meaning set forth in Section 11.2. “Renewal Rate” shall mean the fair market price for electricity generated by solar photovoltaic systems as determined by agreement of the Parties or through the appraisal process applicable to the purchase option contained in this Agreement. “Reporting Rights” means the right to report ownership of the Environmental Attributes or the Environmental Financial Incentives associated with the Energy to any federal, state, or local agency, authority or other party, including without limitation 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. “Scheduled Outage” shall have the meaning set forth in Section 4.5. “Site” has the meaning set forth in the first recital. “Solar Services” mean all solar services provided to Customer by Provider hereunder, including the provision of Energy. “Standards” shall have the meaning set forth in Section 3.1.1. “System” shall mean the solar photovoltaic system installed pursuant to this Agreement at the Site and more fully described in Schedule B hereto; provided, however, that the term “System” shall only include equipment and materials up to but not including the Interconnection Point of the System. “Term” shall have the meaning set forth in Section 10.1. “Termination Date” shall have the meaning set forth in Section 10.1. 5 “Termination Value” shall mean, on any date of determination (or, if such date is not a scheduled termination date, the scheduled termination date immediately preceding such date) the applicable amount specified for such date in Schedule D to this Agreement. “Transfer Taxes” shall have the meaning set forth in Section 6.2.1. 2. Purchase and Sale of Solar Services; License. 2.1 Purchase and Sale of Solar Services. Customer hereby engages Provider to provide the services set forth in this Agreement, including the Solar Services to Customer, and Provider agrees to provide the services set forth in this Agreement, including the Solar Services to Customer, all in accordance with the terms and conditions set forth herein. Customer shall provide Provider with access to the Site in accordance with the terms of this Agreement. Provider may retain one or more contractors or subcontractors to fulfill its obligations hereunder; provided that Provider shall remain liable for performance of its obligations hereunder 2.2 License. Customer hereby grants to Provider and to Provider’s agents, employees and subcontractors an irrevocable, non-exclusive license running with the Site for access to, on, over, under or across the Site (the “License”) for the purpose of (i) installing, constructing, operating, maintaining, accessing, removing and replacing the System; (ii) performing all of Provider’s obligations and enforcing all of Provider’s rights set forth in this Agreement; and (iii) installing, using and maintaining electric lines and equipment, including inverters and meters, necessary to interconnect the System to Customer’s electric system at the Site or to the utility’s electric distribution system or that otherwise may from time to time be useful or necessary in connection with the construction, installation, operation, maintenance, or repair of the System. The term of the License is the Term of this Agreement plus the period of time necessary for Provider to remove the System pursuant to Section 10.3.3, but in no case later than one hundred eighty (180) days after the Expiration Date with respect to the System (the “License Term”). During the License Term, Customer shall preserve and protect Provider’s rights under the License and Provider’s access to the Site and shall not interfere with or permit any third parties to interfere with Provider’s rights or access. Except for an emergency situation as described in Section 4.2.1(a) or (b) (an “Emergency Situation”), Provider shall notify Customer in writing, which may be made via email to Customer’s Energy Manager, 40 Muir Road, Martinez, CA 94553 (Frank.DiMassa@pw.cccounty.us), or to any other address Customer may designate in a written notice to Provider, forty-eight (48) hours before Provider intends to access the Site pursuant to the License. Notwithstanding that the License granted herein is irrevocable, Customer reserves the right to exclude Provider, its agents, employees and subcontractors from the Site in the event that Customer notifies Provider of a breach of the License and Provider fails to cure such breach pursuant to Section 11.2.1 of this Agreement; provided, however, that, Customer 6 agrees not to exclude Provider, its agents, employees and subcontractors from the Site (A) in the event of an Emergency Situation as described in Section 4.2 so long as Customer has been notified of such an Emergency Situation pursuant to Section 4.2 and (B) in the event that the System is to be removed pursuant to this Agreement. 3. Design, Construction, Installation and Testing of System. 3.1 Installation. Subject to Section 3.2, Provider will cause the System to be designed, engineered, installed and constructed at the Site substantially in accordance with the terms of this Agreement, including without limitation, the provisions of Exhibit A (System Design and Construction). Customer shall review and approve, such approval not to be unreasonably withheld or delayed, all construction plans, including engineering evaluations of the impact of the System on the structural integrity and strength of the location where the System is installed inside, on or near Customer’s buildings. Provider shall organize the procurement of all materials and equipment for the installation work and maintain the same at the Site. Subject to the terms of the License, Provider shall perform installation work at the Site during the times set forth in Exhibit A and Schedule B in a manner that minimizes inconvenience to and interference with Customer’s and Customer’s invitees’ and Customers’ use of the Site to the extent commercially practical. Notwithstanding the foregoing, in the event that Provider determines in its sole discretion that it is unable to install the System at the Site, it shall be under no obligation to do so, and this Agreement shall terminate and be of no further force and effect upon written notice from Provider to Customer to that effect. 3.1.1 System Design and Construction. Exhibit A (System Design and Construction) attached hereto sets forth the design, engineering and construction specifications for the System, as well as assumptions made by the Provider regarding the Site conditions, the electrical conditions, and System attributes (such assumptions being referred to herein as the “Standards”). Schedule B (Description of System) sets forth the known actual conditions for the Site and the System, including deviations from the Standards. The Standards are such that the described items for the System will not need repair, replacement, modification or construction beyond that described in Exhibit A and Schedule B in order for Provider to properly construct and install the System. If the construction and installation of the System is required for any reason (except for reasons attributable to Provider) to deviate from the Standards and Schedule B, Provider will notify the Customer and provide an estimate of any incremental cost to Customer and Customer will have the option to (i) pay the incremental cost at the time the cost is incurred and billed to the Customer, (ii) pay the incremental cost over the Term through a calculated increase in the kWh Rate, or (iii) elect an alternative location subject to the conditions of Section 3.1.2. 3.1.2 Alternative Location. Prior to the Commercial Operation Date, if the Customer’s interest in the Site is a leasehold interest and the Customer is unable to obtain the landlord’s consent in accordance with the License or Customer chooses an alternative location per Section 3.1.1, Customer will have the option to elect an alternative location if Environmental 7 Attributes and Environmental Financial Incentives financially equivalent to or better than those associated with the original location are available for the alternative location, and if the expected System kWh output and construction cost at the alternative location are equivalent to or superior than those associated with the originally proposed location. Such alternative location is subject to Provider approval, not to be unreasonably withheld. If an alternative location cannot be established, Provider will have the right to terminate per Section 3.2. 3.2 Conditions Precedent to Commencement of Construction and Installation. 3.2.1 Commencement by the Provider of construction and installation activities with respect to the System are subject to the satisfaction of the following conditions precedent (in addition to the condition set forth in Section 3.3): (a) Provider shall have closed financing for construction and long-term ownership of the System and the Solar Services to be performed at the Site and, to the extent required pursuant to the applicable financing documentation, the third party financing institution providing such financing shall have been provided with the materials referred to in Section 14.17 and Section 16; (b) Provider shall have entered into the applicable contract(s) for construction and installation of the System, subject to the terms of the applicable financing, if any; (c) Provider shall have obtained the permits, licenses and other approvals required by Applicable Law to be obtained by Provider prior to such commencement; (d) Provider shall have received satisfactory notice that the applications for Environmental Financial Incentives for the System have been accepted and approved by the appropriate governing agency; and (e) Provider shall have received from Customer satisfactory evidence that the project—including the System, the License, and the work and Solar Services described in this Agreement—is exempt from the regulatory jurisdiction of local agencies (including zoning, building, and land-use requirements) or that all required local agency approvals and permits have been obtained. provided, however, that if any of the foregoing conditions precedent have not been satisfied on or before June 17, 2020 (the “CP Date”), Provider shall have the option to terminate this Agreement without triggering the default provisions of this Agreement or any liability under this Agreement, and if Provider does not terminate this Agreement one hundred eighty (180) days following the CP Date, Customer may terminate this Agreement without triggering the default provisions of this Agreement or any liability under this Agreement. 8 Alternatively, in the event that such conditions precedent are not satisfied by such date, the Parties may mutually agree to amend this Agreement to revise the Commercial Operation Date and term of this Agreement. 3.3 Utility Approvals. Notwithstanding that Provider shall have primary responsibility for preparing applications and obtaining all permits, licenses and approvals required for the performance of work under this Agreement, Customer agrees to reasonably assist Provider in obtaining necessary permits, licenses and approvals in connection with the installation, operation and maintenance of the System, including the submission of applications for interconnection of the System with the local electric utility. Customer shall not make any material changes to its electrical equipment at the Site after the date on which the applicable utility interconnection application is submitted unless any such changes, individually or in the aggregate, would not adversely affect the approval by such utility of such interconnection. Should the local electric utility fail to approve the interconnection of the System or require equipment in addition to the equipment set forth in Schedule B in connection with the Site, Provider may, at Provider’s option, terminate this Agreement immediately subsequent to notification from the local utility. The Parties shall not be obligated to go forward with installation of the System if the applicable utility approvals are conditioned upon material upgrades to the existing electrical infrastructure and neither Party elects to provide for such upgrades. Customer also agrees to assist Provider and make all necessary repairs or changes to the existing electrical infrastructure so that the Site and System are eligible for the Environmental Financial Incentives. 3.4 Energy Delivery. The date on which the delivery of Energy from the System commences (the “Commercial Operation Date”) shall be the date on which all of the following shall have occurred: (a) Provider shall have certified to Customer in writing that the System is substantially complete and available for commercial operation; (b) all permits and licenses required to be obtained under Applicable Law in connection with the operation of the System shall have been obtained and be in full force and effect; and (c) Customer shall have entered into an interconnection agreement with the local electricity utility. In no event shall Provider have any liability to Customer for a delay in the Commercial Operation Date caused by Customer, Customer’s electricity provider, a local agency issuing permits for the System or any other third parties outside of Provider’s control. 3.5 Risk of Loss; Exclusive Control. As between the Parties, Provider will be deemed to be in exclusive control (and responsible for any property damage or injuries to persons caused thereby) of the Energy up to but excluding the point where the System is interconnected to Customer’s electrical intertie; e.g., the Customer’s line-side tap (the “Interconnection Point”) and Customer will be deemed to be in exclusive control 9 (and responsible for any property damage or injuries to persons caused thereby) of the Energy at and from the Interconnection Point. Risk of loss related to the Energy will transfer from Provider to Customer at the Interconnection Point. 3.6 Termination Values. The Parties acknowledge and agree that the Termination Values with respect to the applicable System are as set forth in Schedule D of this Agreement. 4. Operation and Maintenance of System. 4.1 O&M Work; Phone/Data Line. 4.1.1 O&M Work. Provider shall provide operation, repair, monitoring and maintenance services to the System during the Term of this Agreement, including the monitoring and maintenance of metering equipment determining the quantity of electricity produced by the System (collectively, the “O&M Work”). Provider shall perform the O&M Work, either directly or indirectly through a subcontract with SunPower Corporation, Systems , an affiliate of Provider or through a third-party service provider capable of providing comparable services, provided that Provider remains responsible for all O&M Work notwithstanding any such subcontracting. Provider shall perform, or cause to be performed, the O&M Work to ensure that the System is capable of delivering the Energy in accordance with the specifications set forth in Schedule B. Provider shall use commercially reasonable efforts to enforce the terms of any contract for operations and maintenance services to which it is a party and System warranty agreements. 4.1.2 Phone/Data Line. Customer shall properly maintain, pay for and provide access to the necessary phone, computer, or other communication lines necessary to permit Provider to record the electrical output of the System for the entire Term. 4.2 Malfunctions and Emergencies. 4.2.1 Each of Customer and Provider shall notify the other within twenty- four (24) hours following the discovery by it of (a) any material malfunction in the operation of the System, (b) an interruption in the supply of Solar Services. Provider and Customer shall each designate personnel and establish procedures such that each Party may provide notice of such conditions requiring Provider’s repair or alteration at all times, twenty-four (24) hours per day, including weekends and holidays. Each Party shall notify the other Party immediately upon the discovery of an emergency condition in the System. 4.2.2 Provider shall commence repairs to the malfunctioning System and restore the supply of the Energy, as soon as reasonably possible after notice or upon its own discovery of any of the conditions specified in Section 4.2.1 during normal business hours and, subject to Section 2, take steps to mobilize personnel to commence repairs after notice or discovery of a condition requiring repair or other corrective action. If an emergency condition exists, Provider shall dispatch the appropriate personnel immediately upon becoming aware thereof to perform the necessary repairs or corrective action in an expeditious and safe manner. For routine and emergency repairs, the Parties shall contact the persons set forth below: 10 If to Provider: Wayne Webb, Senior Manager, Operations & Maintenance 2900 Esperanza Crossing, 2nd Floor Austin, TX 78759 (510) 439 – 4663 or (800) 251-9728 Wayne.Webb@sunpowercorp.com with a copy to: customer.service@sunpower.com 4.3 Metering. 4.3.1 Meters. For the term of this Agreement, Provider shall install and maintain a utility-grade kilowatt-hour (“kWh”) meter (the “Meter”) at the System for the measurement of Energy provided to Customer, which shall measure the kWh output of the System on a continuous basis. Upon Customer’s written request, Provider shall furnish a copy of all technical specifications and accuracy calibrations for the Meter, as well as all metering data and energy production and consumption calculations. Provider shall test the Meter in compliance with manufacturer’s recommendations. 4.3.2 Customer Audits and Inspections. Once per calendar year, Customer shall have the right to audit all Meter data upon reasonable notice, and any such audit shall be at Customer’s sole cost. Customer shall have a right of access to the Meter at reasonable times and with reasonable prior notice for the purpose of verifying readings and calibrations. 4.3.3 Adjustments. If testing of the Meter pursuant to Section 4.3.1 or Section 4.3.2 indicates that the Meter is in error by more than two percent (2%), then Provider shall promptly repair or replace the Meter. If the Meter is found to be in error by more than two percent (2%), Provider shall make a corresponding adjustment to the records of the amount of Energy 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. 4.3.4 Disputes. Any dispute arising out of the reading or calibration of the Meter shall be resolved in accordance with the procedures set forth in Section 6.3.2. 4.4 Title to System. Provider, or Provider’s permitted assigns with respect to the System, shall at all times retain title to and be the legal and beneficial owner of the System, including the right to any tax credits available under federal or state law, and the System shall remain the property of Provider or Provider’s assigns. The System shall remain the personal property of Provider or Provider’s assigns and shall not attach to or be deemed a part of, or fixture to, the Site. It is the Parties’ intention that t he System shall at all times retain the legal status of personal property . Provider shall be entitled to, and is hereby authorized to, file one or more precautionary Uniform Commercial Code financing statements with the California Secretary of State with 11 respect to the System in order to protect its rights in the System, provided that no such UCC financing statement shall name Customer as the debtor. The System shall be clearly marked and identified as being the property of the Provider or Provider’s assigns. The Parties intend that neither Customer nor any party related to Customer shall acquire the right to operate the System or be deemed to operate the System. 4.5 Outages. Customer shall be permitted two (2) twenty-four (24) consecutive hour days during which the System may be offline (each, a “Scheduled Outage”) per calendar year during the Term, during which days Customer shall not be obligated to accept, and if not accepted, pay for the Energy; provided, however, that Customer shall have notified Provider in writing of each such Scheduled Outage at least forty-eight (48) hours in advance of the commencement of such Scheduled Outage. In the event that Scheduled Outages at the Site exceed two (2) days per calendar year for a reason other than a Force Majeure Event, and for all unscheduled outages, Provider shall reasonably estimate the amount of Energy that would have been delivered to Customer during each hour of such excess Scheduled Outages or unscheduled outages and shall invoice Customer for such amount, which shall be payable in accordance with Section 6.3. Additionally, as set forth in Exhibit C (Performance Guarantee), Provider shall be relieved of any failure to meet the Performance Guarantee due to any Scheduled Outage or unscheduled outage. 4.6 Compliance with Utility Specifications. Provider shall ensure that the operation of the System and all Energy generated by the System conform to applicable utility specifications for energy being generated and delivered to the Site’s electric distribution system, which shall include the installation of proper power conditioning and safety equipment, submittal of necessary specifications, coordination of utility testing and verification, and all related costs. 5. Purchase of Solar Services. 5.1 Purchase Requirement. Customer agrees to purchase one hundred percent (100%) of the Energy delivered by the System during the Term of this Agreement. While the Solar Services are calculated and billed on the basis of kWh of Energy as set forth in Section 6.1, Customer acknowledges and agrees that such Solar Services represent a package of services including the production and supply of electrical energy output from the System, together with any other services associated with solar energy production that Provider may provide to Customer. The payment for Solar Services (expressed in $/kWh) is calculated to include all of the above services. Neither Party may claim that by this Agreement Provider is an electric utility subject to regulation as an electric utility or subject to regulated electricity rates. Provider shall not claim to be providing electric utility services to Customer and shall not interfere with Customer’s ability to select an electric utility provider except that, to the extent 12 Customer has a choice in selecting an electric utility provider or electricity provider, Customer shall not select an electric utility provider or electricity provider that requires, as part of their conditions for service, removal or discontinued operation of the System or the sales of Energy hereunder. 5.2 Environmental Attributes; Environmental Financial Incentives. 5.2.1 Environmental Attributes. All Environmental Attributes and associated Reporting Rights available in connection with the System are retained and owned by Customer or its assignee. Provider shall take all reasonable measures to assist Customer in obtaining all Environmental Attributes currently available or subsequently made available in connection with the System. At Customer’s request and expense, Provider shall execute all such documents and instruments reasonably necessary or desirable to effect or evidence Customer’s or its assignee right, title and interest in and to the Environmental Attributes. If the standards used to qualify the Environmental Attributes to which Customer is entitled under this Agreement are changed or modified, Provider shall, at Customer’s request and expense, use all reasonable efforts to cause the Environmental Attributes to comply with new standards as changed or modified. If Provider fails to act in good faith in completing documentation or taking actions reasonably requested by Customer, and such failure results in the loss of an Environmental Attribute that would otherwise be available, Provider shall reimburse Customer for the full amount of such lost Environmental Attribute. 5.2.2 Environmental Financial Incentives. All Environmental Financial Incentives and associated Reporting Rights available in connection with the System are retained and owned by Provider or its assignee. Customer shall take all reasonable measures to assist Provider in obtaining all Environmental Financial Incentives currently available or subsequently made available in connection with the System. At Provider’s request and expense, Customer shall execute all such documents and instruments reasonably necessary or desirable to effect or evidence Provider’s or its assignee right, title and interest in and to the Environmental Financial Incentives. If the standards used to qualify the Environmental Financial Incentives to which Provider is entitled under this Agreement are changed or modified, Customer shall, at Provider’s request and expense, use all reasonable efforts to cause the Environmental Financial Incentives to comply with new standards as changed or modified. If Customer fails to act in good faith in completing documentation or taking actions reasonably requested by Provider, and such failure results in the loss of an Environmental Financial Incentive that would otherwise be available, Customer shall reimburse Provider for the full amount of such lost Environmental Financial Incentive. 5.2.3 Customer shall not take any action or suffer any omission that would have the effect of impairing the value to the Provider of the Environmental Attributes or Environmental Financial Incentives. 5.2.4 Provider or its assignee will at all times retain all tax credits and related tax benefits (including depreciation) associated with the System. 13 6. Price and Payment. 6.1 Price. Customer shall pay Provider for the Energy provided pursuant to the terms of this Agreement at the rate per kWh (the “kWh Rate”) set forth in Schedule C for the Term of this Agreement, plus any adjustments required pursuant to Section 3.1.1, plus any additional amount required pursuant to Section 6.2. Notwithstanding the foregoing, in the event that Customer elects to renew this Agreement pursuant Section 10.3.1, Customer shall pay the Renewal Rate for Energy delivered during such renewal period. 6.2 Taxes. 6.2.1 Customer Taxes. Provider shall invoice Customer for, and Customer shall pay all sales, use, excise, ad valorem, transfer and other similar taxes (“Transfer Taxes”), but excluding in all events taxes based on or measured by net income, that are imposed by any taxing authority arising out of or with respect to the purchase or sale of the Solar Services (regardless of whether such Transfer Taxes are imposed on Provider or Customer), together with any interest, penalties or additions to tax payable with respect to such Transfer Taxes, unless such interest, penalties or additions to tax payable with respect to such Transfer Taxes are due to Provider’s failure to timely remit any such Transfer Taxes or to file any returns required by the appropriate taxing authority, and Provider shall indemnify and hold Customer harmless in such excepted cases. If Customer shall be required to by law to withhold or deduct any Transfer Taxes or other taxes imposed by any jurisdiction or any political subdivision from or in respect of any sum payable hereunder, the sum payable shall be increased as may be necessary so that, after taking all required deductions, Provider shall have received an amount equal to the sum it would have received had no such deductions been made. Provider will pay any ad valorem property tax imposed on the System by any taxing authority. 6.2.2 Provider Taxes. Provider will pay and hold harmless Customer from any sales or use tax imposed upon Customer arising from this Agreement, other than as set forth in the preceding Section 6.2.1, including but not limited to Provider's manufacture, installation and acquisition of the System. Provider will pay and hold harmless Customer from property tax, if any, assessed on (i) Provider’s use of the portion of the Site on which the System is installed, to the extent prescribed in the License; (ii) the System or Provider’s ownership, installation or use thereof; or (iii) any other aspect of this Agreement. Notwithstanding the foregoing, Customer shall pay and hold harmless Provider from sales and use taxes, if any, arising upon the transfer, if any, of both legal and beneficial ownership of the System to Customer pursuant to this Agreement. 6.3 Billing and Payment. Billing and payment for the Solar Services sold and purchased under this Agreement and any other amounts due and payable hereunder shall occur as follows: 14 6.3.1 Payments. Subject to adjustment in accordance with the following sentences of this Section 6.3.1, Customer shall pay to Provider for each Monthly Period during the Term within thirty (30) days after receipt of any invoice a payment for the Energy delivered by the System during each such Monthly Period equal to the product of (a) Monthly Production for the System for the relevant month multiplied by (b) the then applicable kWh Rate. Customer payments under Sections 6.3.1, above, shall be made by check to: Solar Star Co Co 1, LLC Attn: Commercial Asset Management Group c/o SunPower Capital Services, LLC 2900 Esperanza Crossing Austin, TX 78758 Payment may also be made by wire transfer of immediately available funds upon receipt of specific instructions by Provider. Upon receipt of written direction and instructions from Provider and Provider’s Financing Party, all payments to be made by the Customer to the Provider under this Agreement shall be made directly to the Provider’s Financing Party or its agent designated in a writing addressed to Customer from time to time. 6.3.2 Invoice Errors. Within thirty (30) days after receipt of any invoice, Customer may provide written notice to Provider of any alleged error therein (including any error resulting from Meter adjustments pursuant to Section 4.3.3). Customer shall pay all undisputed amounts, including the undisputed portion of any invoice, in accordance with the instructions set forth for payment under Section 6.3.1. If Provider notifies Customer in writing within thirty (30) days of receipt of such notice that Provider disagrees with the allegation of error in the invoice, the Parties shall meet, by telephone conference call or otherwise, within ten (10) days of Customer’s response for the purpose of attempting to resolve the dispute. 6.3.3 Late Payments. All payments hereunder shall be made without setoff or deduction. Any payment not made within the time limits specified in Section 6.3.1 shall bear interest from the date on which such payment was required to have been made through and including the date on which such payment is actually received by the Provider. Such interest shall accrue at a monthly rate equal to the lesser of the then prevailing prime rate of interest as published in The Wall Street Journal or the maximum interest rate permitted by Applicable Law. 7. General Covenants. 7.1 Provider’s Covenants. Provider covenants and agrees as follows: 7.1.1 Permits and Approvals. While performing this Agreement, Provider shall obtain and maintain all approvals, consents, licenses and permits from relevant Governmental Authorities, utility personnel, and (to the extent known to Provider) the Site’s owners, if Customer is not the owner of the Site, and other agreements and consents required to be obtained and maintained by Provider and to enable Provider to perform such work. Provider shall deliver copies of all permits and approvals obtained pursuant to this Section to Customer. 15 7.1.2 Health and Safety. Provider shall take all reasonably necessary safety precautions in performing this Agreement and shall comply in all material respects with all Applicable Laws pertaining to the safety of persons and real and personal property. 7.1.3 Removal of Liens. Provider shall not directly or indirectly cause, create, incur, assume or suffer to exist any mortgage, pledge, lien (including mechanics’, laborers’ or materialmen’s liens), charge, security interest, encumbrance or claim of any nature (“Liens”) on or with respect to the Site or any interest therein; provided that this Section 7.1.3 shall not limit Liens on the System. If Provider breaches its obligations under this Section, it shall immediately notify Customer in writing, shall promptly cause such Lien to be discharged and released of record without cost to Customer, and shall defend and indemnify Customer against all costs and expenses (including reasonable attorneys’ fees and court costs at trial and on appeal) incurred in discharging and releasing such Lien. 7.1.4 Provider Records. Provider shall keep complete and accurate records of its operations hereunder and shall maintain such data as may be necessary to determine with reasonable accuracy any item relevant to this Agreement. Customer has the right to examine all such records insofar as may be necessary for the purpose of ascertaining the reasonableness and accuracy of any statements of costs relating to transactions hereunder. 7.2 Customer’s Covenants. Customer covenants and agrees as follows: 7.2.1 Health and Safety. Customer shall at all times maintain the areas of the Site consistent with all Applicable Laws pertaining to the health and safety of persons and property. 7.2.2 Security. Customer shall provide and take reasonable measures for security of the System, including commercially reasonable monitoring of the Site’s alarms, if any. 7.2.3 Notice of Damage. Customer shall promptly notify Provider of any matters of which it becomes aware pertaining to any damage to or loss of the use of the System or that could reasonably be expected to adversely affect the System. 7.2.4 Liens. Customer shall not directly or indirectly cause, create, incur, assume or suffer to exist any Liens on or with respect to the System or any interest therein. Customer also shall pay promptly any taxes, charges or fees of whatever type of any relevant Governmental Authority for which Customer is responsible under Section 6.2 before a fine or penalty may attach to the System. If Customer breaches its obligations under this Section, it shall immediately notify Provider in writing, and shall promptly cause such Lien on or with respect to the System (including if such arises in favor of any third party claiming through Customer, such as a lender, mortgagee or encumbrancer of real property) to be removed, discharged and released of record without cost to Provider, and shall defend, indemnify and hold Provider harmless against all costs and expenses (including reasonable attorneys’ fees and court costs at trial and on appeal) incurred in removing, discharging and releasing such Lien. 16 7.2.5 Consents and Approvals. Customer shall obtain and maintain, and secure and deliver to Provider copies of, all consents, approvals, permits, licenses, and authorizations (or evidence that the project—including the System, and the work and Solar Services described in this Agreement—is exempt from the regulatory jurisdiction of local agencies (including zoning, building, and land-use requirements) or that all required local agency approvals and permits have been obtained) relating to the performance of Customer’s obligations and the rights granted by Customer hereunder, and that are required by the terms, conditions or provisions of any restriction or any agreement or instrument or statute to which Customer is a party or by which Customer is bound, including completing applications for interconnection with Customer’s local electric utility. Customer shall use best efforts to assist Provider in fulfilling Provider’s responsibilities under Section 7.1.1. In addition, as a condition precedent to the effectiveness of this Agreement, Customer covenants that it has obtained all discretionary and other approvals required in connection with the project from its governing board and all applicable Government Authorities and that such board or Governmental Authority complied with the California Environmental Quality Act; or, if no other discretionary approvals were required, such board or Governmental Authority approved this Agreement before it was executed. 7.2.6 Maintenance of Interconnection. Customer shall ensure that all of the facilities to which the Energy is delivered hereunder remain interconnected to the electrical grid during the entire Term, except as permitted under Section 4.5 and Section 9. 7.2.7 Solar Access. Customer shall ensure that the System remains free of overshadowing or other blocked access to sunlight during the Term, and it is acknowledged and agreed by the Parties that the foregoing is a material obligation of the Customer for the purposes of this Agreement. Customer will use best efforts to secure a solar easement for the Site to prevent other buildings, structures or flora from overshadowing or otherwise blocking access of the sunlight to the System. Provider shall provide assistance to Customer in seeking a solar easement; however, Customer shall bear all costs and expenses related to obtaining any such easement. 7.2.8 Customer Records. Customer shall keep complete and accurate records of its operations hereunder and shall maintain such data as may be necessary to determine with reasonable accuracy any item relevant to this Agreement. Provider shall have the right to examine all such records insofar as may be necessary for the purpose of ascertaining the reasonableness and accuracy of any statements of costs relating to transactions hereunder. 8. Insurance Requirements. 8.1 Provider’s General Liability Insurance. Provider shall maintain , at its sole expense, commercial general liability insurance, including products and completed operations and personal injury insurance, in a minimum amount of on e million dollars ($1,000,000) per occurrence and in the aggregate, endorsed to provide contractual liability in said amount, specifically covering Provider’s obligations under this Agreement and naming Customer as an additional insured. The minimum coverage amount of $1,000,000 per occurrence and in the aggregate may be satisfied by a combination of a general liability policy and an excess/umbrella liability policy. Provider, if it has employees, shall also maintain at all times during th e term of 17 this Agreement workers’ compensation insurance coverage in accordance with the applicable requirements of federal and state law. Within thirty (30) days after execution of this Agreement and upon Customer’s request annually thereafter, Provider shall deliver to Customer certificates of insurance evidencing such coverage, which shall specify that Customer shall be given at least thirty (30) days’ prior written notice by the applicable insurer in the event of any material modification, cancellation or termination of coverage, except ten (10) days for non- payment of premium. Such insurance shall be primary coverage without right of contribution from any insurance of Customer. 8.2 Customer’s Insurance. Customer shall provide and maintain “all-risk” property insurance covering the buildings on which the System is located during all periods (construction and operation) that Provider is the beneficial owner of the System, and naming Provider or its assignee as the loss payee. The System shall be insured for not less than its Termination Value. All such policies shall be with financially sound and reputable insurance companies that have an (i) A.M. Best rating of A+ and a financial strength category of “XII” or higher, (ii) a Standard & Poor’s financial strength rating of A+ or higher, or (iii) are otherwise reasonably satisfactory to the Provider or its assignee; and such policies shall be on terms that are reasonably satisfactory to the Provider or its assignee. Within thirty (30) days after execution of this Agreement and upon Provider’s request annually thereafter, Customer shall deliver to Provider certificates of insurance evidencing such coverage, which shall specify that Provider shall be given at least thirty (30) days’ prior written notice (10 days’ notice for cancellation due to nonpayment of premiums) by the applicable insurer in the event of any material modification, cancellation or termination of coverage. Such insurance shall be primary coverage without right of contribution from any insurance o f Provider. Notwithstanding the foregoing, Customer shall be entitled to self - insure all of its insurance requirements under this Agreement . 9. Force Majeure Events. If either Party is prevented from or delayed in performing any of its obligations under this Agreement by reason of a Force Majeure Event, such Party shall notify the other Party in writing as soon as practicable after the onset of such Force Majeure Event and shall be excused from the performance of its obligations under this Agreement to the extent that such Force Majeure Event interferes with such performance. The Party whose performance under this Agreement is prevented or delayed as the result of a Force Majeure Event shall use reasonable efforts to remedy its inability to perform. If a Party’s failure to perform its obligations under this Agreement is due to a Force Majeure Event, then such failure shall not be deemed a Provider Default or a Customer Default, as the case may be. In case a Force Majeure Event continues for at least one (1) year with respect to the System, then either Party may terminate this Agreement by written notice to the other. 18 10. Term; Customer Options; Termination. 10.1 Term. The term of this Agreement shall commence on the Effective Date and shall expire on the date that is twenty-five (25) years after the Commercial Operation Date (the “Expiration Date”), unless and until terminated earlier pursuant to Sections 3.1, 3.2, 3.3, 9, 10.2.3, 10.6 or 12 (the date of any such termination, the “Termination Date”, and the “Term” being such period of time commencing on the Effective Date and ending on the earlier of (i) the Termination Date, and (ii) the Expiration Date). 10.2 Customer Options Upon Cessation of Business Operations at Site. If, prior to the end of the Term, Customer ceases to conduct business operations at the Site, vacates the Site, or is prevented from allowing operation of the System on the Site: 10.2.1 Substitute Site. So long as Customer’s exercise of its rights under this Section 10.2.1 does not impair or reduce any Environmental Financial Incentives that may be available to the Provider, or otherwise have an adverse tax effect on Provider, or in the Provider’s sole discretion and determination, impair Provider’s ability to meet any and all obligations in connection with a Financing Party or a prospective financing transaction, Customer shall have the right to provide Provider with a mutually agreeable substitute Site located within the same utility district, subject to requisite governing agency approvals, to relocate the System, which agreement shall not be unreasonably withheld, or, if not available, in a location with similar solar insolation, utility rates, Environmental Attributes and Environmental Financial Incentives. Any such alternate Site shall have a similar demand charge profile as the Site. If such alternate Site is available and is acceptable to Provider, this Agreement shall be amended to delete the prior Site and add the new Site, but otherwise this Agreement shall remain in full force in accordance with its terms and shall not be deemed otherwise amended. Customer shall pay the reasonable costs arising in connection with the relocation(s) of the System, including removal costs, installation costs, any applicable interconnection fees, costs related to obtaining a site license or lease at the substitute site, other costs of deployment at the substitute Site, and amounts lost that would otherwise be payable under this Agreement due to such relocation(s) to Provider based on delivered Energy averaged over the prior twelve months for the System. 10.2.2 Move and Pay Option. So long as such event does not impair or reduce any Environmental Attributes or Environmental Financial Incentives, Customer may elect to pay or guarantee the payment of the remaining monthly amounts due under this Agreement to Provider, and cause the System to be kept in operation at the Site, in each case through the remainder of the Term. 10.2.3 Termination and Payment of Termination Value. If, beginning in the sixth year following the Commercial Operation Date, a substitute Site cannot be located in accordance with Section 10.2.1 with respect to the System and Customer elects not to avail itself of the provisions of Section 10.2.2 with respect to the System, then Customer shall so notify Provider, Provider shall remove the System (at Customer’s sole cost and expense) and Customer shall pay to Provider the then-applicable Termination Value specified in Column A of Schedule D 19 as liquidated damages, whereupon this Agreement shall terminate. The Parties agree that actual damages to Provider if this Agreement is terminated as contemplated in this Section 10.2 would be difficult to ascertain, and the applicable Termination Value is a reasonable approximation of the damages suffered by Provider as a result of early termination of this Agreement. 10.3 Customer Options Upon Expiration of Term. 10.3.1 Extension of Term. Upon prior written notice to Provider at least one-hundred eighty (180) days prior to the Expiration Date, Customer has the option to renew the term of this Agreement with respect to the System and Solar Services for one (1) additional three (3)-year period at the Renewal Rate. 10.3.2 Purchase of System. If Customer has not elected to renew the term of this Agreement in accordance with Section 10.3.1, Customer may purchase the System by providing Provider written notice of its intent to purchase the System no later than one-hundred and eighty (180) days prior to the Expiration Date, and paying Provider the Fair Market Value thereof no later than the relevant Expiration Date. The “Fair Market Value” of the System shall be the value determined by the mutual agreement of Customer and Provider within ten (10) days after receipt by Provider of Customer’s notice of its election to purchase the System. If Customer and Provider cannot mutually agree to a Fair Market Value, then the Parties shall jointly select a nationally recognized independent appraiser with whom the parties have discussed methods and assumptions, with experience and expertise in the solar photovoltaic industry to value such equipment. Such appraiser shall act reasonably and in good faith to determine the Fair Market Value and shall set forth such determination in a written opinion delivered to the Parties. The valuation made by the appraiser shall be binding on the Parties in the absence of fraud or manifest error. The costs of the appraisal shall be borne by the Parties equally. To the extent transferable, the remaining period, if any, on all warranties for the System will be transferred from Provider to Customer. If the Parties are unable to agree on the selection of an appraiser, such appraiser shall be jointly selected by the appraiser firm proposed by the Customer and the appraiser firm proposed by the Provider. Upon receipt by Provider of payment of the Fair Market Value, title to the System as well as available Environmental Attributes and Environmental Financial Incentives from the System shall transfer to Customer as-is, where-is. 10.3.3 Return of System. If at the end of a Term, or an Extension of Term pursuant to Section 10.3.1, Customer does not exercise any of the options described in Sections 10.3.1 and 10.3.2, Provider shall remove all of its tangible property comprising the System from the Site by a mutually convenient date but in no case later than one hundred eighty (180) days after the Expiration Date with respect to the System. The cost to remove the System shall be borne by the Provider. The portion of the Site on which the System was installed shall be returned to its original condition, except for ordinary wear and tear, and Provider shall leave the portion of the Site on which the System was installed in neat and clean order. 10.4 Customer Purchase Options Prior to Expiration Date. 10.4.1 On the later to occur of the sixth (6th) anniversary of the Commercial Operation Date, provided that no Customer Default shall have occurred and be continuing beyond any applicable period of cure, Customer may elect to purchase all, but not less than all, of the System. If Customer elects to so purchase the System, 20 the purchase price shall be the higher of the then Fair Market Value of the System (calculated in accordance with the definition of Fair Market Value set forth in Section 10.3.2 for the System, and such determination to be at Customer’s sole cost and expense), or the then-current Termination Value specified in Column A of Schedule D. Not less than one-hundred-and-eighty (180) days prior to the exercise of the purchase option for the System, Customer shall provide written notice to Provider of Customer’s exercise thereof. Upon the exercise of the foregoing purchase option plus receipt of the Value as determined in Section 10.4 above and all other amounts then owing by Customer to Provider, the Parties will execute all documents necessary to cause title to the System to pass to Customer as-is, where- is; provided, however, that Provider shall remove any encumbrances placed on the System by Provider at Customer’s expense. 10.4.2 On the later to occur of the fifteenth (15th) anniversary of the Commercial Operation Date, provided that no Customer Default shall have occurred and be continuing beyond any applicable period of cure, Customer may elect to purchase the System. If Customer elects to so purchase the System, the purchase price shall be the higher of the then Fair Market Value of the System (calculated in accordance with the definition of “Fair Market Value” set forth in Section 10.3.2 for the System, and such determination to be at Customer’s sole cost and expense), and the amount specified in Column A of Schedule D. Not less than one-hundred-and- eighty (180) days prior to the exercise of the purchase option for the System, Customer shall provide written notice to Provider of Customer’s exercise ther eof. Upon the exercise of the foregoing purchase option plus receipt of the Fair Market Value and all other amounts then owing by Customer to Provider, the Parties will execute all documents necessary to cause title to the System to pass to Customer as-is, where-is; provided, however, that Provider shall remove any encumbrances placed on the System by Provider at Customer’s expense. 10.5 Payment of Termination Value on Termination Date. In the event that the Termination Date has occurred for reasons other than pursuant to Sections 3.1.2., 10.6 or 12.1.1, Customer shall be required to pay to Provider the then-applicable Termination Value specified in Column A of Schedule D as liquidated damages. The Parties agree that actual damages to Provider in the event this Agreement terminates prior to the expiration of the Term for causes attributable to Customer would be difficult to ascertain, and the applicable Termination Value is a reasonable approximation of the damages suffered by Provider as a result of early termination of this Agreement. 10.6 Provider Termination. Provider shall have the right, in Provider’s sole and absolute discretion, to terminate this Agreement upon written notice if any of the following occurs: 10.6.1 at any time until construction of the System commences Provider determines in its sole discretion that it is unable to install the System at the Site; 21 10.6.2 if the occurrence of an unstayed order of a court or administrative agency has the effect of subjecting the sales of the Energy to federal or state regulation of the prices therefor and/or the delivery of the service; 10.6.3 the elimination or alteration of one or more Environmental Financial Incentives or other change in law that results in a material adverse economic impact on Provider; or 10.6.4 if the annual direct beam solar resource availability at the Site is less than or equal to 90% of historical averages as measured by long-term weather data (minimum of five (5) years) collected at the Site and/or other reliable calibrated and appropriate weather station representative of the Site. In the event of a Provider termination under this Section 10.6, Provider shall remove all of its tangible property comprising the System from the Site by a mutually convenient date but in no case later than one hundred eighty (180) days after the Termination Date. The cost to remove the System shall be borne by the Provider. The portion of the Site on which the System was installed shall be returned to its original condition, except for ordinary wear and tear, and Provider shall leave the portion of the Site on which the System was installed in neat and clean order. 11. Defaults. 11.1 Customer Default. The occurrence at any time of any of the following events shall constitute a “Customer Default”: 11.1.1 Failure to Pay. The failure of Customer to pay during the Term any amounts owing to Provider on or before the date on which such amounts are due and payable under the terms of this Agreement and Customer’s failure to cure such failure within fifteen (15) days after Customer receives written notice of each such failure from Provider; 11.1.2 Failure to Maintain Phone/Data Line. Unless due to a Force Majeure Event excused by Section 9, the failure of Customer to maintain and grant Provider access to the phone and other communications lines required to be maintained pursuant to Section 4.1.3 and Customer’s failure to cure such failure within twenty (20) business days after Customer receives written notice of such failure from Provider; provided that in any event if such failure shall continue for at least five (5) days after notice to Customer and shall result in lost revenue to Provider, Provider shall be entitled to reasonably estimate the amount of revenue that would have been obtained and shall invoice Customer therefor; 11.1.3 Failure to Perform Other Obligations. Unless due to (i) a Force Majeure Event excused by Section 9, or (ii) a breach of paragraph 2 of Section 2 (License), the failure of Customer to perform or cause to be performed any other material obligation required to be performed by Customer under this Agreement, or the failure of any representation, covenant, or warranty set forth herein to be true and correct as and when made; provided, however, that if such failure by its nature can be cured, then Customer shall have a period of thirty (30) business 22 days after receipt of written notice from Provider of such failure to Customer to cure the same and a Customer Default shall not be deemed to exist during such period; provided, further, that if Customer commences to cure such failure during such period and is diligently and in good faith attempting to effect such cure, said period shall be extended for one hundred twenty (120) additional days; 11.1.4 Bankruptcy, Etc. (a) Customer admits in writing its inability to pay its debts generally as they become due; (b) Customer files a petition or answer seeking reorganization or arrangement under the federal bankruptcy laws or any other applicable law or statute of the United States of America or any State, district or territory thereof; (c) Customer makes an assignment for the benefit of creditors; (d) Customer consents to the appointment of a receiver of the whole or any substantial part of its assets; (e) Customer has a petition in bankruptcy filed against it, and such petition is not dismissed within ninety (90) days after the filing thereof; (f) a court of competent jurisdiction enters an order, judgment, or decree appointing a receiver of the whole or any substantial part of Customer’s assets, and such order, judgment or decree is not vacated or set aside or stayed within ninety (90) days from the date of entry thereof; or (g) under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of the whole or any substantial part of Customer’s assets and such custody or control is not terminated or stayed within ninety (90) days from the date of assumption of such custody or control; or 11.1.5 Failure of Site Access. A breach by Customer of the License occurs and Customer fails to cure such breach within five (5) days after Customer receives written notice of such breach from Provider. 11.2 Provider Default. The occurrence at any time of the following event shall constitute a “Provider Default”: 11.2.1 Failure to Perform Obligations. Unless due to a Force Majeure Event excused by Section 9, the failure of Provider to perform or cause to be performed any obligation required to be performed by Provider under this Agreement or the failure of any representation and warranty set forth herein to be true and correct as and when made; provided, however, that if such failure by its nature can be cured, then Provider shall have a period of thirty (30) business days after receipt of written notice from Customer of such failure to Provider to cure the same and a Provider Default shall not be deemed to exist during such period; provided, further, that if Provider commences to cure such failure during such period and is diligently and in good faith attempting to effect such cure, said period shall be extended for one-hundred twenty (120) additional days; or 11.2.2 Bankruptcy, Etc. (a) Provider admits in writing its inability to pay its debts generally as they become due; (b) Provider files a petition or answer seeking reorganization or arrangement under the federal bankruptcy laws or any other applicable law or statute of the United States of America or any State, district or territory thereof; (c) Provider makes an assignment for the benefit of creditors; (d) Provider consents to the appointment of a receiver of the whole or any substantial part of its assets; (e) Provider has a petition in bankruptcy filed against it, and such petition is not dismissed within ninety (90) days after the filing thereof; (f) a 23 court of competent jurisdiction enters an order, judgment, or decree appointing a receiver of the whole or any substantial part of Provider’s assets, and such order, judgment or decree is not vacated or set aside or stayed within ninety (90) days from the date of entry thereof; or (g) under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of the whole or any substantial part of Provider’s assets and such custody or control is not terminated or stayed within ninety (90) days from the date of assumption of such custody or control. 12. Remedies Following Default. 12.1 Customer’s Remedies Upon Occurrence of a Provider Default. 12.1.1 Termination. If a Provider Default has occurred and is continuing, then Customer may terminate this Agreement by providing written notice to Provider thereof, and this Agreement shall terminate and be of no further force or effect as of the date of the notice according to Section 14.1. 12.1.2 Other Rights and Remedies. If any Provider Default described under Section 11.2 has occurred and Customer has terminated this Agreement as a result thereof in accordance with the terms of Section 12.1.1 above, then, subject to Section 12.3, Provider shall pay to Customer an amount not to exceed the then-present value (discounted at the prevailing prime rate of interest as published in The Wall Street Journal on the day preceding the date of determination) of (a) the cash flows equal to the product of (i) the positive difference, if any, of the price per kWh for commercially available, utility-provided energy in the applicable market(s) (which shall not include related charges such as delivery, service, distribution, or taxes) minus the kWh Rate of Energy hereunder (as such kWh Rate would have been escalated over time pursuant to the terms hereof) hereof, multiplied by (ii) the number of days remaining in the term of th is Agreement had it not been terminated times the expected daily number of kWh of Energy to be delivered under this Agreement, calculated by dividing the Estimated Year 1 Production set forth in Schedule B, adjusted for as-built System, by 365. Provider’s payment to Customer of the amounts set forth in this Section 12.1.2 shall not in any way limit the other remedies at law or in equity that Customer may pursue as damages for Provider’s breach of this Agreement; provided, however, that such damages pursued by Customer are subject to the limitation provisions of Sections 12.3 and 12.5. 12.2 Provider’s Remedies Upon Customer Default. In addition to any other remedies available under this Agreement or at law, if a Customer Default has occurred and is continuing, then Provider may terminate this Agreement by providing written notice to Customer thereof, and this Agreement shall terminate and be of no further force or effect as of the date of the notice according to Section 14.1 and Provider shall have the right to (a) cause Customer to pay (and Customer shall have the obligation to pay to Provider) the applicable Termination Value set forth in Column A of Schedule D and (b) enter onto the Site and remove the System in accordance with the last sentence of Section 10.2.3. 24 12.3 No Consequential Damages. Nothing in this Agreement is intended to cause either Party to be, and neither Party shall be, liable to the other Party for any lost business, lost profits or revenues from others or other special or consequential damages, all claims for which are hereby irrevocably waived by Customer and Provider. Notwithstanding the foregoing, none of the payments for the Energy or any other amount specified as payable by Customer to Provider under the terms of this Agreement upon the termination of this Agreement shall be deemed consequential damages 12.4 Effect of Termination of Agreement. Upon the Termination Date or the Expiration Date, as applicable, any amounts then owing by a Party to the other Party shall become immediately due and payable and the then future obligations of Customer and Provider under this Agreement shall be terminated (other than the indemnity obligations set forth in Section 13). Such termination shall not relieve either Party from obligations accrued prior to the effective date of termination or expiration. 12.5 Limitation of Liability. THE TOTAL LIABILITY OF A PARTY TO THE OTHER PARTY FOR ALL CLAIMS OR SUITS OF ANY KIND, WHETHER BASED UPON THIS AGREEMENT, TORT (INCLUDING NEGLIGENCE BUT EXCLUDING THIRD PARTY TORT CLAIMS FOR PERSONAL INJURY OR PROPERTY DAMAGE ARISING FROM THE PERFORMANCE OF THIS AGREEMENT), WARRANTY, STTRICT LIABILITY OR OTHERWISE, FOR ANY LOSSES, DAMAGES, COSTS OR EXPENSES OF ANY KIND WHATSOEVER ARISING OUT OF, RESULTING FROM OR RELATED TO THE PERFORMANCE OR BREACH OF THIS AGREEMENT SHALL, UNDER NO CIRCUMSTANCES, EXCEED $1,318,009, PROVIDED THAT THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO (A) LIABILITY FOR FRAUD OR WILLFUL MISCONDUCT OF ANY PERSON; (B) LIABILITY UNDER THE INDEMNIFICATION PROVISIONS OF THIS AGREEMENT FOR CLAIMS OF THIRD PARTIES FOR PERSONAL INJURY OR PROPERTY DAMAGE ARISING FROM THIS AGREEMENT; OR (C) PAYMENT OF THE KWH RATE. THE LIMITATION OF LIABILITY PROVIDED FOR HEREIN SHALL NOT BE USED TO LIMIT OR REDUCE ANY AVAILABLE INSURANCE. 13. Indemnification. 13.1 Indemnification by Provider. Provider shall fully indemnify, save harmless and defend Customer from and against any and all costs, claims, and expenses incurred by Customer in connection with or arising from any claim by a third party for physical damage to or physical destruction of property, or death of or bodily injury to any Person, but only to the extent caused by (a) the negligence or willful misconduct of Provider or its agents or employees or others under Provider’s control in performing this Agreement, and 25 (b) a Provider Default under this Agreement; provided, however, that nothing in this Section 13.1 is intended to modify the limitation of Provider’s liability set forth in Section 12.3 above; provided further that to the extent Customer recovers such damages, losses and expenses under any insurance policy, Customer shall reimburse any payment made by Provider under this indemnity. 13.2 Indemnification by Customer. Without limiting the provisions of Section 8, Customer shall fully indemnify, save harmless and defend Provider or its assignees and successors from and against any and all costs, claims, and expenses incurred by Provider in connection with or arising from any claim by a third party for physical damage to or physical destruction of property, or death of or bodily injury to any Person, but only to the extent caused by (a) the negligence or willful misconduct of Customer or its agents or employees or others under Customer’s control at the Site or (b) a Customer Default hereunder; provided, however, that nothing in this Section 13.2 is intended to modify the limitation of Customer’s liability set forth in Section 12.3 above; provided further that to the extent Provider recovers such damages, losses and expenses under any insurance policy, Provider shall reimburse any payment made by Customer under this indemnity. 13.3 Notice of Claims. Any Party seeking indemnification hereunder (the “Indemnified Party”) shall deliver to the other Party (the “Indemnifying Party”) a 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 after the Indemnified Party receives notice that an action at law or a suit in equity has commenced; provided, however, that failure to deliver the Claim Notice as aforesaid shall not relieve the Indemnifying Party of its obligations under this Section 13, except to the extent that such Indemnifying Party has been prejudiced by such failure. 13.4 Defense of Action. If requested by an 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 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 Section 13 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 26 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. 13.5 Survival of Provisions. The provisions of this Section 13 shall survive the expiration or termination of this Agreement. 14. Miscellaneous Provisions. 14.1 Notices. All notices, communications and waivers under this Agreement shall be in writing and shall be (a) delivered in person or (b) mailed, postage prepaid, either by registered or certified mail, return receipt requested or (c) sent by reputable overnight express courier, addressed in each case to the addresses set forth below, or to any other address either of the parties to this Agreement shall designate in a written notice to the other Party: If to Provider: Solar Star Co Co 1, LLC c/o SunPower Corporation 1414 Harbour Way South, Suite 1901 Richmond, CA 94804 Attention: Julie Williamson, Project Administration Phone:510-540-0550 Fax:510-540-0552 If to Customer: Contra Costa County Public Works Dept. Capital Projects Management Division Attn: Energy Manager 40 Muir Road Martinez, CA 94553Phone: 925-313-2000 Fax: 925-313-2333 All notices sent pursuant to the terms of this Section 14.1 shall be deemed received (i) if personally delivered, then on the date of delivery, (ii) if sent by reputable overnight, express courier, then on the next business day immediately following the day sent, or (iii) if sent by registered or certified mail, then on the earlier of the third (3rd) business day following the day sent or when actually received. 27 14.2 Authority. 14.2.1 Provider Representations. Provider hereby represents and warrants that: (a) It is a Delaware limited liability company duly organized, validly existing and in good standing under the laws of the state of its formation and has all requisite limited liability company power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby; (b) The execution and delivery of this Agreement and the performance of its obligations hereunder have been duly authorized by all necessary limited liability company action; (c) This Agreement is a legal, valid and binding obligation of Provider enforceable against Provider in accordance with its terms, subject to the qualification, however, that the enforcement of the rights and remedies herein is subject to (i) bankruptcy and other similar laws of general application affecting rights and remedies of creditors and (ii) the application of general principles of equity (regardless of whether considered in a proceeding in equity or at law); (d) To the best knowledge of Provider, as of the date of execution hereof, no governmental approval (other than any governmental approvals that have been previously obtained or disclosed in writing to Customer) is required in connection with the due authorization, execution and delivery of this Agreement by Provider or the performance by Provider of its obligations hereunder which Provider has reason to believe that it will be unable to obtain in due course on or before the date required for Provider to perform such obligations; and (e) Neither the execution and delivery of this Agreement by Provider nor compliance by Provider with any of the terms and provisions hereof (i) conflicts with, breaches or contravenes the provisions of the articles of formation or operating agreement of Provider or any contractual obligation of Provider or (ii) results in a condition or event that constitutes (or that, upon notice or lapse of time or both, would constitute) an event of default under any material contractual obligation of Provider. 14.2.2 Customer Representations. Customer hereby represents and warrants that: 28 (a) It is a political subdivision of the State of California, validly existing and in good standing under the laws of the state of its formation and has all requisite power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby; (b) The execution and delivery of this Agreement and the performance of its obligations hereunder have been duly authorized by all necessary governmental action; (c) This Agreement is a legal, valid and binding obligation of Customer enforceable against Customer in accordance with its terms, subject to the qualification, however, that the enforcement of the rights and remedies herein is subject to (i) bankruptcy and other similar laws of general application affecting rights and remedies of creditors and (ii) the application of general principles of equity (regardless of whether considered in a proceeding in equity or at law); (d) No governmental approval (other than any governmental approvals which have been previously obtained or disclosed in writing to Provider) is required in connection with the due authorization, execution and delivery of this Agreement by Customer or the performance by Customer of its obligations hereunder which Customer has reason to believe that it will be unable to obtain in due course; (e) Neither the execution and delivery of this Agreement by Customer nor compliance by Customer with any of the terms and provisions of this Agreement results in a condition or event that constitutes (or that, upon notice or lapse of time or both, would constitute) an event of default under any contractual obligation of Customer; (f) Customer has not entered into any contracts or agreements with any other person regarding the provision of the services at the Site contemplated to be provided by Provider under this Agreement; and (g) None of the electricity to be generated by the Provider will be used to generate energy for the purpose of heating a swimming pool. 14.3 Assignment 14.3.1 Provider Assignment. 29 Provider may assign this Agreement upon written notice thereof to Customer, provided that any such assignment shall be to an assignee capable of performing Provider’s obligations hereunder. Provider may, without any consent of Customer, sell, transfer, assign or pledge (or grant security interests in) its rights, title and interest in this Agreement, and/or any monies due under this Agreement to a Financing Party, in connection with any financing for the ownership, acquisition, construction, operation or use of the System. 14.3.2 Customer Assignment. Customer shall not assign all or any part of this Agreement to any entity other than an affiliate of Customer without the prior written consent of the Provider, which shall not be unreasonably withheld. Customer may not assign this Agreement to any Person, including an affiliate, with a credit rating lower than that of Customer without providing matching credit support in the form of cash, letter(s) of credit, or other security reasonably acceptable to Provider. Any assignment by the Customer not permitted under this Section 14.3 shall be void ab initio. In the event that Customer decides to sell or otherwise transfer the Site or a portion thereof upon which the System is located, Customer may (i) with Provider’s prior written consent, which will not be unreasonably withheld or delayed, assign this Agreement to the Site purchaser who shall assume all of Customer’s obligations under this Agreement and Provider shall release Customer from any further liability associated with this Agreement, or (ii) terminate this Agreement by paying Provider the Termination Value applicable to the date of termination. Upon payment of the Termination Value, the Parties will execute all documents necessary to cause title to the System to pass to Customer as-is, where-is. The Customer does not have the present intention of making any transfer of the Site or that portion of the Site on which the System is located; provided, however, nothing herein shall prohibit Customer from making any transfer of the Site or any portion thereof on which System is located, subject to the provisions set forth above. 14.4 Successors and Assigns. The rights, powers and remedies of each Party shall inure to the benefit of such party and its successors and permitted assigns. 14.5 Entire Agreement. This Agreement (including all exhibits and schedules attached hereto) represent the entire agreement between the parties to this Agreement with respect to the subject matter hereof and thereof and supersede all prior and contemporaneous oral and prior written agreements. 30 14.6 Amendments to Agreement. This Agreement shall not be amended, modified or supplemented without the written agreement of Provider and Customer at the time of such amendment, modification or supplement. 14.7 Waivers; Approvals. No waiver of any provision of this Agreement shall be effective unless set forth in writing signed by the Party making such waiver, and any such waiver shall be effective only to the extent it is set forth in such writing. Failure by a Party to insist upon full and prompt performance of any provision of this Agreement, or to take action in the event of any breach of any such provisions or upon the occurrence of any Provider Default or Customer Default, as applicable, shall not constitute a waiver of any rights of such Party, and, subject to the notice requirements of this Agreement, such Party may at any time after such failure exercise all rights and remedies available under this Agreement with respect to such Provider Default or Customer Default. Receipt by a Party of any instrument or document shall not constitute or be deemed to be an approval of such instrument or document. Any approvals required under this Agreement must be in writing, signed by the Party whose approval is being sought. 14.8 Partial Invalidity. In the event that any provision of this Agreement is deemed to be invalid by reason of the operation of Applicable Law, Provider and Customer shall negotiate an equitable adjustment in the provisions of the same in order to effect, to the maximum extent permitted by law, the purpose of this Agreement (and in the event that Provider and Customer cannot agree then such provisions shall be severed from this Agreement) and the validity and enforceability of the remaining provisions, or portions or applications thereof, shall not be affected by such adjustment and shall remain in full force and effect. 14.9 Execution in Counterparts. This Agreement may be executed in counterparts, and all said counterparts when taken together shall constitute one and the same Agreement. 14.10 Governing Law; Jurisdiction; Forum. This Agreement shall be governed by and construed in accordance with the internal laws of the State of California. Customer irrevocably agrees that any action, suit or proceeding by or among Provider and Customer may be brought in whichever of the Superior Courts of the State of California, Alameda County, or the Federal Court for the Northern District of California, has subject matter jurisdiction over the dispute and waives any objection that Customer may now or hereafter have regarding the choice of forum whether on personal jurisdiction, venue, forum non conveniens or on any other ground. Customer irrevocably consents to the service 31 of process outside of the territorial jurisdiction of such courts by mailing copies thereof by registered or certified mail, postage prepaid, to Customer’s address set forth herein with the same effect as if Customer were a resident of the State of California and had been lawfully served in such state. Nothing in this Agreement shall affect the right to service of process in any other manner permitted by law. 14.11 Attorneys’ Fees. If any action shall be instituted betwe en Customer and Provider in connection with this Agreement, the Party prevailing in such action shall be entitled to recover from the other Party all of its reasonable costs and expenses incurred in connection with such action by arbitration or other legal proceeding, including reasonable attorneys’ fees. 14.12 No Third Party Rights. This Agreement is only for the benefit of the parties to this Agreement, their successors and permitted assigns (including any lender or lessor of Provider) and Persons expressly benefited by the indemnity provisions of this Agreement. No other Person (including, without limitation, tenants of the Site) shall be entitled to rely on any matter set forth in, or shall have any rights on account of the performance or non-performance by any Party of its obligations under, this Agreement. 14.13 Treatment of Additional Amounts. The Parties hereto acknowledge and agree that Customer’s payment of the Termination Value constitute liquidated damages and not penalties. The Parties further acknowledge that in the case of the payment of the Termination Value: (a) the amount of loss or damages likely to be incurred is incapable or is difficult to precisely estimate, (b) the amounts specified hereunder bear a reasonable proportion and are not plainly or grossly disproportionate to the probable loss likely to be incurred by Customer or Provider as the case may be and (c) the Parties are sophisticated business parties and have been represented by legal counsel and negotiated this Agreement at arm’s length. 14.14 No Agency. This Agreement is not intended, and shall not be construed, to create any association, joint venture, agency relationship or partnership between the Parties or to impose any such obligation or liability upon either Party. Neither Party shall have any right, power or authority to enter into any agreement or undertaking for, or act as or be an agent or representative of, or otherwise bind, the other Party. 32 14.15 No Public Utility. Nothing contained in this Agreement shall be construed as an intent by Provider to dedicate its property to public use or subject itself to regulation as a “public utility” (as defined in the California Public Utilities Code or any other Applicable Law). 14.16 No Recourse to Affiliates. This Agreement is solely and exclusively between the Parties, and any obligations created herein on the part of either Party shall be the obligations solely of such Party. 14.17 Cooperation with Financing. Customer acknowledges that Provider may be financing the Solar Services and the System and Customer agrees that it shall reasonably cooperate with Provider and its financing parties in connection with such financing, including (a) the furnishing of information related to the System and this Agreement, and (b) the giving of a Financing Party acknowledgment in the form attached hereto as Exhibit B (each, a “Consent”); provided, that the foregoing undertaking shall not obligate Customer to materially change any rights or benefits, or materially increase any burdens, liabilities or obligations of Customer, under this Agreement except for providing notices and additional cure periods to a Financing Party with respect to events of default by Provider under this Agreement pursuant to the terms of the Consent. 14.18 Setoff. Except as otherwise set forth herein, each Party reserves to itself all rights, setoffs, counterclaims and other remedies and/or defenses to which it is or may be entitled, arising from or out of this Agreement. 14.19 Service Contract. The Parties intend this Agreement to be treated as a service contract within the meaning of Section 7701(e)(3) of the Code. 15. Confidential Information. 15.1 Each Party (the “Receiving Party”) shall not use for any purpose other than performing its obligations under this Agreement, or divulge, disclose, produce, publish, or permit access to, without the prior written consent of the other Party (the “Disclosing Party”), any Confidential Information of the Disclosing Party. As used herein, the term “Confidential Information” means information or materials prepared in connection with this Agreement, designs, drawings, specifications, techniques, models, data, documentation, source code, object code, diagrams, flow charts, research, development, processes, procedures, know-how, manufacturing, development or marketing techniques and materials, development or marketing timetables, strategies and development plans, customer, supplier or personnel names and other information related to customers, 33 suppliers or personnel, pricing policies and financial information, and other information of a similar nature, whether or not reduced to writing or other tangible form, and any other trade secrets. Confidential Information does not include (a) information known to the Receiving Party prior to obtaining the same from the Disclosing Party; (b) information in the public domain at the time of disclosure by the Receiving Party; or (c) information obtained by the Receiving Party from a third party who did not receive same, directly or indirectly, from the Disclosing Party. The Receiving Party shall use the higher of the standard of care that the Receiving Party uses to preserve its own Confidential Information or a reasonable standard of care to prevent unauthorized use or disclosure of such Confidential Information. Notwithstanding anything herein to the contrary, the Receiving Party has the right to disclose Confidential Information without the prior written consent of the Disclosing Party: (i) as required by any court or other Governmental Authority, or by any stock exchange on which the shares of any Party are listed, (ii) as otherwise required by law, (iii) as advisable or required in connection with any government or regulatory filings, including without limitation, filings with any regulating authorities covering the relevant financial markets, (iv) to its attorneys, accountants, financial advisors or other agents, in each case bound by confidentiality obligations, (v) to banks, investors and other financing sources and their advisors, in each case bound by confidentiality obligations; or (vi) in connection with an actual or prospective merger or acquisition or similar transaction where the party receiving the Confidential Information is bound by confidentiality obligations. If a Receiving Party believes that it will be compelled by the law or a court or other Governmental Authority to disclose Confidential Information of the Disclosing Party, it shall give the Disclosing Party prompt written notice, and in all cases not less than five (5) business days’ notice in advance of disclosure, so that the Disclosing Party may determine whether to take steps to oppose such disclosure. 16. Estoppel Certificate. Either Party hereto, without charge, at any time and from time to time, within twenty (20) 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 relevant person, firm or corporation specified by such requesting party: a) If true and correct, 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; b) 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 c) 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. 2 [THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK] [Signature Page to SPWR – Contra Costa County PPA] IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date set forth above. PROVIDER: SOLAR STAR CO CO 1, LLC By: SunPower AssetCo, LLC Its member By: Name: Title: CUSTOMER: CONTRA COSTA COUNTY By: Name: Title: A-1 EXHIBIT A SYSTEM DESIGN AND CONSTRUCTION This Exhibit A sets forth the design, engineering and construction specifications for the System, as well as assumptions being made by the Provider regarding the existing condition at the Site, including but not limited to the building roof, building structure, ground conditions, electrical system including panels, inverter installation location, and security fencing. Capitalized terms used herein and not otherwise defined have the meaning given in the Agreement to which this exhibit is attached. 1. SYSTEM LOCATION AND DESCRIPTION: Descriptions of the site and system are located in Schedule A (Description of Site) and Schedule B (Description of System) of the Agreement. 2. PROJECT SCHEDULE: PORTFOLIO MILESTONES Tranche Contract Approval Date Commercial Operation Date 1000 Ward 1 6-18-2019 6/24/2020 30/40 Muir 1 6-18-2019 5/24/2020 597 Center 1 6-18-2019 6/13/2020 595 Center 2 6-18-2019 10/26/2020 50 Douglas 2 6-18-2019 9/22/2020 30 Douglas 2 6-18-2019 10/30/2020 2530 Arnold 3 6-18-2019 12/14/2020 4545 Delta Fair 3 6-18-2019 12/21/2020 4549 Delta Fair 3 6-18-2019 11/24/2020 1305 MacDonald 3 6-18-2019 12/21/2020 3. SCOPE OF WORK: System Design & Scope Design Documentation Provider shall provide comprehensive submittal packages for the 30% and 90% design sets as detailed below. Changes to 30% Customer approved drawings (scope lock) could result a change order. At a minimum, each submittal package shall include the elements required to convey in sufficient detail the following for each phase of the design: A-2 Submittal Requirement 30% Design Set 90% Design Set 1 Cover Sheet, with Content, Project Details, Directory, etc. X X 2 PV System Sizes & Production Estimates. X X 3 Overall Site Plan with PV Array Names, Conduit Routes, Tree/Light Removal, etc. X X 4 Electrical Site Plan Drawings & General Conduit Routing. X X 5 Electrical Single Line Diagrams. X X 6 Demolition Plans. X 7 Structural Drawings. X 8 Equipment Pad locations. X X 9 Mounting Details. X 10 Signage, Trenching, Installation, and Grounding Details. X 11 Monitoring System Details. X 13 Construction Schedule. Prelim Detailed 14 Manufacturer’s Cut Sheets with Equipment Specifications X 15 Civil Drawings (if applicable) X 16 Fire Access Plans X 17 Carport Lighting Plans X Production modeling of the PV system shall accurately simulate energy production for proposed system layouts, sizes, and orientation. Provider shall be responsible for updating the production models each time significant changes are made to the proposed system designs that will impact production. Solar Electrical Equipment and Conductors Conductors will be aluminum or copper according to Electrical Engineer of Record’s determination. AC feeder length from panel boards to equipment pad location and from equipment pad location to electrical tie-in is identified on the array layout drawings. AC feeder lengths from electrical equipment pad location to assumed point of interconnection, and length assumptions with equipment amperage ratings are shown on the single line drawing. Transformers are 480V:12kV, non-Dry-type by manufacturer of Provider’s choosing. Secondary containment is not included in the scope of the project. Battery Energy Storage System Requirements For sites with storage to be installed: A-3 • 13.5’ by 11’ minimum required area per storage unit. Area required includes storage unit, concrete pad, and clearance zone in front of units. • Storage unit must be located in an area free of combustible materials (nearby foliage and trees would need to be removed). • Storage unit must be separated from public foot traffic with a fence and must be separated from vehicle traffic with bollards. • Crane rental required to land up to 24,500 lb units. Location of units must accommodate both crane and semi-trailer truck access. • PVS5 DAS, Auxiliary Box, Energy Storage System, and all Accuvim meters (Site meter, PV output meter, and Storage meter) must all be located such that hardlined communication lines can connect these devices to the same Local Area Network. CAT5e/6 cable is preferred means of connection between all devices, which has a 330’ distance limit. Runs longer than 330’ will require additional equipment to accommodate. Utility Interconnection Coordination of shutdown may be required with Customer and local utility. Temporary power generators are excluded. Interconnection is scheduled for a minimum of 4 hours and is assumed to be performed during off-hours with prior written approval from Customer. Additional shutdowns will be required in order to assess physical condition of Customer’s switchgear. The utility will have 24/7 access to existing electric utility meters and the utility lockable disconnect locations for all electrical interconnections related to this project. Utility Requirements A cost of $172,012.58 is included for utility required electrical upgrades for the System at 30 Douglas Dr., Martinez, CA, as reflected in Pacific Gas & Electric’s Supplemental Review, Notification # 114209530; additional utility-required electrical equipment upgrades or replacements are not included. Any costs and / or schedule delays associated with unforeseen utility interconnection requirements, including but not limited to utility-owned equipment upgrades or additions, relay protection equipment external to the inverters, system impact studies, or telemetry requirements and interconnection studies are not included in this proposal. Facility Equipment Utility required circuit breaker coordination studies are not assumed for this project. A short-circuit coordination study is not included for this project. A-4 Solar system includes all standard interconnection related equipment on the Customer side of the meter, including panel circuit breakers, utility and/or visible utility lockable disconnect switches, solar metering, conduit, and wiring. Additional Customer-side protection required by the utilities above that provided by the certified inverters is not included. If harmonic data of the site is not available, Provider shall assume that the Harmonic data are within the acceptable limits of the Institute for Electrical and Electronics Engineers (IEEE) Standard 519. Soils and Structural Foundations Foundation assumptions are as follows for system options: • Drilled cast-in-place, 30” round caisson, 12’ Deep, approximately 2.5’ above grade, depending on existing topography. • Requirements for dewatering, sub grade rock removal, or other unforeseen conditions are not included. Canopy Structure Design Carport Canopies are at 10 degree tilt with 11 ft clear height. Roof Conditions Provider assumes no upgrading of the building structures or canopies will be required to support the added live and dead loads from the photovoltaic installation and rooftop equipment, or to resist added lateral or seismic loads. Modifications to the roof system and design and construction of supports, upgrades to the building structure or platforms are not included. Anchor and ballast counts are based on the wind load gradient method developed by Cermak Peterka Petersen, Inc, (CPP ) and SunPower, based on the CPP wind tunnel testing results presented in CPP’s report “CPP7979_SunPowerEWSystem_REP_SOL_R08” dated May 17th, 2018. Increased anchor and ballast counts resulting from other design methods will be the responsibility of the client. Site Name Anchor Count 30 Muir 71 595 center 27 50 Douglas 90 1000 Ward 170 597 Center 33 A-5 Provider is not responsible for normal wear and tear associated with the installation of the solar system. Provider reserves the right to inspect the roof to verify its condition. In addition, Provider may offer recommendations to the Customer on modifications to the roof system to improve its serviceability. Customer is responsible for any and all modifications to the roof system. Modifications of roof systems fall into four categories: • Modifications to improve roof condition / serviceability / useful life. • Modifications required by roofing manufacturer prior to installation of PV system on their roof system. (e.g. slip sheets, strapping, etc.) • Modifications required by Provider to make the roof a suitable substrate for the installation of PV. (e.g. air seals, batten bars, etc.) • 3rd party engineering and insurance company requirements. • Proposal assumes Customer-provided information accurately represents the existing site and roof conditions. This includes but is not limited to as-built drawings, roof reports, structural drawings, roof maintenance history, and roof warranty information. Failure to provide as-built drawings and structural drawings will cause schedule delay and added expense for acquisition of documentation through local authority having jurisdiction (“AHJ”). Provider is not responsible for additional costs or schedule delays. Drainage Special drainage requirements and/or drainage design and interconnection to Customer’s existing storm drain system or any other storm drain discharge system are not included. Carport designs do not include structural roof deck for storm water collection or protection. Permits Permit Provider Permit Customer Permit Cost Allocation Allotted Time following Application Building X Fire X Electrical X Conditional Use Permit NA Environmental Control NA Storm Water NA Soil Erosion and Sediment Control NA Environmental Impact Report (CEQA) NA Army Corps of Engineers NA Wetlands NA Water Quality NA Archeological NA A-6 Endangered Species NA Water Rights NA Mineral Rights NA Redevelopment Agency NA FAA Approvals NA Permit Allowance Schedule Site Allowance for Permit 1000 Ward St $3,000 30 Douglas Dr $10,000 50 Douglas Dr $5,000 30/40 Muir Dr $5,000 597 Center Ave $2,500 595 Center Ave $7,000 2530 Arnold Dr $6,000 4545 Delta Fair Blvd $5,000 4549 Delta Fair Blvd $2,500 1305 Macdonald $3,000 All other permits/approvals are excluded. Provider includes durations of 50 days for procuring permit and regulatory approvals (per project ). Provider will not be responsible for construction delays caused by permit and approval requirements from local jurisdictions or regulatory review bodies. Any delays in procuring permits will result in a day-for-day construction schedule extension. Shading The design is based on existing visual conditions on site. Removal of trees or other obstructions to install the solar arrays and system components is included as reflected in the Tier 1 array layouts. Trees and/or other obstructions identified for removal or trimming by Customer must be removed or trimmed prior to substantial completion or performance expectations/guarantees will require adjustment which will be handled as a change to the contract. At Substantial Completion an as-built shade study and performance simulation will be completed to ensure accuracy of initial shading assumptions. A-7 Painting Galvanization of canopy columns and primary beams only is included. All other metallic materials are either factory-finished or non-corrosive. Paiting of wall-mounted conduits is not included. Landscaping Site landscaping (e.g. plant restoration or long term weed abatement) is not included. Irrigation repair and reconfiguration caused by foundation or underground construction is not included. Fencing A 6-0’ galvanized, 9 gauge, 2” mesh fencing and chain link fence-with gate around perimeter electrical equipment pad locations is included. Special provisions for privacy slats, special hardware, lock sets, small fabric, etc. are not included. 4” bollards are included only in areas subject to vehicle impact. Additional bollards required by utility or other entities are excluded. Labor Project Labor Agreement Provider shall cause its project contractor to to enter into Customer’s project labor agreement among Customer, the project contractor, and all subcontrators thereof working on the project (the “PLA”). Overtime and special shift requirements Overtime and special shift requirements are not included, based on schedule submitted with this proposal, except for the interconnection work if shutdown is required. Project hours are based on Monday through Friday 7am – 5pm. Prevailing Wages Provider shall pay prevailing wages for the project per the PLA and industrial relations requirements of project location. Diversity Requirements Provider shall comply with Contra Costa County’s Construction Outreach Program. Indirect Construction Costs Taxes and fees A-8 Taxes or fees, other than permit fees and sales tax, are not included. Bonds Prior to the Effective Date of the Agreement to which this Exhibit A is attached, Provider shall deliver to Customer for approval good and sufficient bonds with sureties, in amounts specified in Section 12.5 (Limitation of Liability) of the Agreement guaranteeing its faithful performance of the Agreement and its payment for all labor and materials thereunder. Site & Construction Conditions Access Design assumes each project site will be constructed in a single phase, set up of construction fencing at beginning of mobilization and removed when construction is completed. Extra time and labor for moving fences to “phase” construction in efforts to minimize parking impacts will have impacts in cost and schedule and will be calculated as a change order. Customer will provide Site access to Provider to perform all work pursuant to the License granted in the Agreement. Provider will perform all work during regular business hours according to the PLA. Extra time or personnel constraints due to site security beyond daily signing in by workers on a sign in sheet i.e. badging, background checks, tool inventory checks, etc.—is not included. Provider will be provided a sufficient area for staging materials and locating temporary facilities such as cranes, fork lifts, scaffolding, stairtowers, construction trailers, portable toilets and dumpsters. Existing roads will be capable of handling all required construction equipment such as drilling rigs, concrete trucks, delivery trucks, cranes, and all other equipment necessary to complete the work. Provider will not be responsible for any damage to existing roads, parking lots or playgrounds resulting from normal construction operations and activities. Use of Facilities On-site water and power will be available for construction with no restrictions and at no charge to Provider. If a Customer initiated power shut down has duration over 4 hours and effects normal construction operations, Provider can rent and install a temporary generator and submit associated costs to Customer for reimbursement. Water quality shall be sufficient for use in dust control, as necessary, and be suitable for Provider’s standard concrete mix design. Special handling of site materials Testing for removal and disposal of any existing hazardous waste materials, contaminated soils, or any other unforeseen site conditions that require special handling are not included. Site utilities and hazards A-9 Changes resulting from utilities, right of ways, easements, and/or hazards—underground or above ground—or any undocumented building upgrades are not included. Documented utilities and building upgrades are considered as part of this proposal if as- builts are provided to Provider prior to contract execution in order to confirm locations of these possible hazards. Customers shall supply Provider with a current Title Report with plotted easements, encumbrances, and rights-of-way at all project site locations. Security and Lighting Proposal assumes all parking lot light standards in direct conflict with installation of photovoltaic parking canopies will be removed by Provider. Proposal also assumes that the existing lighting circuits, for those removed parking lot light standards, can be re-used for photovoltaic parking canopies lighting system and that those existing circuits have ample current carrying capacity to provide required lighting at parking canopies, per jurisdictional code requirements. PV canopies located in areas where no exsisting lights are present will not include lighting unless the Customer requests this for an additional cost. Temporary lighting during construction is excluded. New lighting circuit installation is excluded from this proposal as well as any required timing circuit reconfiguration, lighting controllers, relays, or new panel boards. Lighting design and/or installation beyond the footprint of the photovoltaic parking canopies is not included in this proposal. Replacement of existing light standards is not included. Proposal includes LED fixtures for lighting under structures. Additional security systems or infrastructure are not included in this proposal Special Conditions Proposal assumes modifications and/or reconfiguration of the existing parking lots will not be required to accommodate installation of Provider’s photovoltaic parking canopy. Assumes existing islands in parking lot to remain at area of new carport structure. Proposal excludes any re-striping of the parking lot/hard-court areas, unless specifically related to the construction of the photovoltaic parking canopies, or specifically described in the RFP. While special care will be taken to locate existing underground utilities (underground survey) and locate carport structures with minimum conflicts, relocation of existing underground utilities due to carport foundations is not included. Proposal excludes requirements for accessibility upgrades and accessibility design around the photovoltaic parking canopy structures and assumes that current parking lot layout has been reviewed and approved by AHJ and built and closed at the AHJ. If the architect of record recommends addition of new accessible parking stalls under the solar canopies, grade change to meet code, changed path of travel and/or new canopies over existing accessible stalls, design and construction costs will be addressed via Change Order. A-10 Proposal excludes design or installation of any required additional fire hydrants or fire protection apparatuses as required by local first responders or Fire, Life/Safety professionals responsible for review and approval of the design for this project. Architectural enhancements to the photovoltaic parking canopy structures or ground and roof arrays and mounting systems are not included. At the detention center located at 1000 Ward in Martinez, the project estimate is based on utilizing exsisting conduit and equipment from the previous pv installation. The ability utilize existing conduit will be verified during the design phase. Testing and Inspections Provider assumes all Special Inspections/Testing shall be paid for and contracted by the Customer. Weather conditions Provider assumes standard weather patterns and site conditions for planning the project schedule. Instances of excessive climate, weather (greater than the most adverse conditions in the last 3 years) or natural disasters may result in delays and/or unplanned costs (i.e. additional labor, shipping, storage, and logistics costs) which will be the responsibility of the Customer. Commissioning, Monitoring, Operations & Maintenance Commissioning Proposal assumes commissioning requirements for this project is only for the Photovoltaic and energy storage systems. Proposal does not include other building system commissioning costs not related to our work (i.e. HVAC, Plumbing, Fire Alarm, etc.). EXHIBIT B FORM OF FINANCING PARTY ACKNOWLEDGMENT [This Form of Consent contemplates a Sale-Leaseback of the System between the Provider and Provider’s Lender and Provider’s eventual lender may request changes] This CONSENT AND AGREEMENT (this “Consent”) dated as of [], 201 is entered into among (i) Contra Costa County, a political subdivision of the State of California (the “Customer”), (ii) Solar Star Co Co 1, LLC, a limited liability company duly organized and existing under the laws of the State of Delaware (the “Provider”), and (iii) [],a [] duly organized and existing under the laws of the State of [] (together, with its successors in such capacity, the “System Lessor”). WHEREAS, the Provider intends to develop, install, own, operate and maintain a [________] MW [ground-mounted/rooftop] photovoltaic solar electric generating facility to be located in [________] (the “Project”); WHEREAS, the Provider and the Customer entered into that certain Power Purchase & Storage Services Agreement, dated as of [], 2019 (as amended, amended and restated, modified or supplemented from time to time, the “Assigned Agreement”);1 WHEREAS, the Project will be sold by the Provider to the System Lessor pursuant to that certain Participation Agreement (as amended, the “Participation Agreement”) dated as of the date hereof, among the Provider, the System Lessor, [], not in its individual capacity but as owner trustee, and [] (“Owner Participant”); WHEREAS, the System Lessor will lease the Project back to the Provider pursuant to that certain Lease Agreement, a related Project Schedule and a Certificate of Acceptance (as amended, the “Lease Agreement”) dated as of the date hereof, between the System Lessor and the Provider; WHEREAS, the Provider will grant the System Lessor a first priority security interest in and to all of the Provider’s assets, including the Assigned Agreement, pursuant to a security agreement in form and substance acceptable to the System Lessor (as amended, amended and restated, modified or supplemented from time to time, the “Security Agreement”); and WHEREAS, it is a condition precedent to the Owner Participant’s obligation to make its investment in the System Lessor and for the System Lessor to acquire the Project under the Participation Agreement and lease the Project to the Provider under the Lease Agreement that the Customer execute and deliver this Consent. NOW, THEREFORE, as an inducement to the Owner Participant to make its investment in the System Lessor and for the System Lessor to acquire the Project under the Participation Agreement and lease the Project to the Provider under the Lease Agreement, and in consideration 1 NTD: Can be expanded to include any additional agreements to which the Customer is a party. of good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, the parties hereto hereby agree as follows: 1. CONSENT TO ASSIGNMENT, ETC. (a) Consent to Assignment. The Customer (i) acknowledges that the Provider and the System Lessor have entered into the Participation Agreement and the Owner Participant’s obligation to make its investment in the System Lessor and for the System Lessor to acquire the Project under the Participation Agreement and lease the Project to the Provider under the Lease Agreement will be made in reliance upon the execution and delivery by the Customer of the Assigned Agreement and this Consent, (ii) consents in all respects to the pledge and assignment to the System Lessor of all of the Provider’s right, title and interest in, to and under the Assigned Agreement pursuant to the Security Agreement, and (iii) acknowledges the right, but not the obligation, of the System Lessor or the System Lessor’s designee, in the exercise of the System Lessor’s rights and remedies under the Lease Agreement, the Security Agreement, and related documents to make all demands, give all notices, take all actions and exercise all rights of the Provider in accordance with the Assigned Agreement, and agrees that in such event the Customer shall continue to perform its obligations under the Assigned Agreement; provided that in the event, with respect to the Assigned Agreement, there exists a conflict between any notice given or action taken by the System Lessor and any notice given or action taken by the Provider, such conflict shall be resolved in favor of the notice given or the action taken by the System Lessor. (b) Substitute Owner. The Customer agrees that, if the System Lessor notifies the Customer that an event of default under the Lease Agreement has occurred and is continuing and that the System Lessor has exercised its rights (i) to have itself or its designee substituted for the Provider under the Assigned Agreement, (ii) to acquire or have its designee or assignee acquire the Provider, or (iii) to sell, assign, transfer or otherwise dispose of the Assigned Agreement to a third party, including in a judicial or non-judicial foreclosure sale, then the System Lessor, the System Lessor’s designee or such third party (each, a “Substitute Owner”) shall be substituted for the Provider under the Assigned Agreement and, in such event, the Customer will (x) recognize the Substitute Owner as its counterparty to the Assigned Agreement, (y) take any actions and execute any documents, agreements or instruments reasonably necessary to effect such substitution, and (z) continue to perform its obligations under the Assigned Agreement in favor of the Substitute Owner pursuant to the terms hereof and thereof. (c) Right to Cure. (i) Notwithstanding anything to the contrary contained in the Assigned Agreement, the Customer shall not exercise any right it may have under the Assigned Agreement, at law or in equity, to cancel, suspend or terminate the Assigned Agreement or any of its obligations under the Assigned Agreement, as the result of any default or other action or omission of the Provider in the performance of any of its obligations under the Assigned Agreement, or upon the occurrence or non-occurrence of any event or condition under the Assigned Agreement that would immediately or with the passage of any applicable grace period or the giving of notice, or both, enable the Customer to terminate or suspend its obligations or exercise any other right or remedy under the Assigned Agreement or under applicable law (hereinafter an “Assigned Agreement Default”), until it first gives prompt written notice of such Assigned Agreement Default to the System Lessor and the Owner Participant and affords the System Lessor and the System Lessor’s respective successor, assignee and/or designee a period of at least ninety (90) days (or, if such default is a payment default, forty-five (45) days) to cure such default, commencing from the later to occur of (x) the System Lessor’s and the Owner Participant’s receipt of such notice, and (y) the expiration of any notice periods or cure periods provided for in the Assigned Agreement; provided, however, that if (1) an event of default under the Lease Agreement has occurred and is continuing, the System Lessor has exercised its rights to foreclose on the Project as a result thereof and possession of the Project is necessary to cure any such non-monetary default, then, so long as the System Lessor or the System Lessor’s respective successor, assignee and/or designee is diligently pursuing such foreclosure proceedings, the time periods specified in this Section 1(c) for curing an Assigned Agreement Default shall be extended for the time taken to complete foreclosure proceedings, and (2) any such party is prohibited from curing any such Assigned Agreement Default by any process, stay or injunction issued by any governmental authority or pursuant to any bankruptcy or insolvency proceeding involving the Provider, then the time periods specified in this Section 1(c) for curing an Assigned Agreement Default shall be extended for the period of such prohibition. (ii) No such cancellation, suspension or termination of the Assigned Agreement by the Customer shall be binding upon the System Lessor without the notice and extended cure period specified in this Section 1(c). Any dispute that may arise under the Assigned Agreement notwithstanding, the Customer shall continue performance under the Assigned Agreement and resolve any dispute without discontinuing such performance until the lapse of the notice and extended cure period specified in this Section 1(c). (d) No Termination, Assignment or Material Amendments. The Customer shall not enter into any consensual cancellation or termination of the Assigned Agreement (except with respect to termination in the event of a default by the Provider, subject to the limitations and extended cure periods provided for in Section 1(c)), or assign, novate or otherwise transfer any of its right, title or interest thereunder or consent to any such assignment or transfer by the Provider without, in each such case, the written consent of the System Lessor. The Customer shall not enter into or agree to any amendment, supplement, assignment or other modification to, or benefit from any waiver under, the Assigned Agreement without the prior written consent of the System Lessor. (e) Replacement Agreement. In the event that the Assigned Agreement is rejected or otherwise terminated as a result of any bankruptcy or insolvency proceeding affecting the Provider, the Customer shall, at the option of the System Lessor or the System Lessor’s respective successor, assignee and/or designee, enter into a new agreement with the System Lessor or any Substitute Owner (or its transferee or other nominee that owns or leases the Project) having terms substantially the same as the terms of the Assigned Agreement. Thereafter, references in this Consent to the “Assigned Agreement” shall be deemed to refer to such new agreement. (f) No Liability. The Customer acknowledges and agrees that none of the System Lessor, or the System Lessor’s respective successor, assignee and/or designee or the Owner Participant shall have any liability or obligation under the Assigned Agreement as a result of this Consent, the Security Agreement, the Lease Agreement or otherwise, nor shall the System Lessor or the System Lessor’s respective successor, assignee and/or designee be obligated or required to (i) perform any of the Provider’s obligations under the Assigned Agreement, except, in the case of the System Lessor or the System Lessor’s respective successor, assignee and/or designee, during any period in which the System Lessor or the System Lessor’s respective successor, assignee and/or designee is a Substitute Owner pursuant to Section 1(b), in which case the System Lessor or other Substitute Owner shall not be liable for acts or omissions of the Provider and the obligations of such Substitute Owner shall otherwise be no more than those of the Provider under the Assigned Agreement, or (ii) take any action to collect or enforce any claim for payment assigned under the Security Agreement or any related document. (g) Delivery of Notices. The Customer shall deliver to the System Lessor and the Owner Participant, concurrently with the delivery thereof to the Provider, a copy of each notice, request or demand given by the Customer pursuant to the Assigned Agreement. (h) Acknowledgements. The Customer agrees to execute such acknowledgements or other similar instruments as the System Lessor may reasonably request in connection with the transactions contemplated by this Consent. 2. PAYMENTS UNDER THE ASSIGNED AGREEMENT (a) Payments. The Customer will pay all amounts payable by it under the Assigned Agreement, if any, in lawful money of the United States of America, in immediately available funds and in the manner required by, and subject to the terms and conditions of, the Assigned Agreement, directly into the account specified on Exhibit A hereto, or to such other person or account as may be specified from time to time by the System Lessor to the Customer in writing. (b) No Offset, etc. All payments required to be made by the Customer under the Assigned Agreement shall be made without any offset, recoupment, abatement, withholding, reduction or defense whatsoever. 3. REPRESENTATIONS AND WARRANTIES OF THE CUSTOMER The Customer makes the following representations and warranties to the System Lessor, the Provider and the Owner Participant as of the date hereof, which shall survive the execution and delivery of this Consent and the Assigned Agreement and the consummation of the transactions contemplated hereby and thereby: (a) Organization; Power and Authority. The Customer is a political subdivision of the State of California, and is duly qualified, authorized to do business and in good standing in all jurisdictions where it is required to be so qualified and authorized to do business, and has all requisite power and authority to enter into and to perform its obligations under this Consent and the Assigned Agreement, and to carry out the terms hereof and thereof and the transactions contemplated hereby and thereby. (b) Authorization. The execution, delivery and performance by the Customer of this Consent and the Assigned Agreement have been duly authorized by all necessary action on the part of the Customer and do not require any approval or consent of any holder (or any trustee for any holder) of any indebtedness or other obligation of (i) the Customer, or (ii) any other person or entity, except approvals or consents which have previously been obtained. (c) Execution and Delivery; Binding Agreements. Each of this Consent and the Assigned Agreement is in full force and effect, has been duly executed and delivered on behalf of the Customer and constitutes the legal, valid and binding obligation of the Customer, enforceable against the Customer in accordance with its terms except as the enforceability hereof or thereof may be limited by (i) bankruptcy, insolvency, reorganization, or other similar laws affecting the enforcement of creditors’ rights generally, and (ii) general equitable principles (whether considered in a proceeding in equity or at law). (d) Litigation. There is no legislation, litigation, action, suit, proceeding or investigation pending or (to the best of the Customer’s knowledge after due inquiry) threatened against the Customer before or by any court, administrative agency, arbitrator or governmental authority, body or agency which, if adversely determined, individually or in the aggregate, (i) could adversely affect the performance by the Customer of its obligations under this Consent or the Assigned Agreement, or that could modify or otherwise adversely affect the Approvals (as defined in Section 3(f)), (ii) questions the validity, binding effect or enforceability of this Consent or the Assigned Agreement, any action taken or to be taken pursuant hereto or thereto or any of the transactions contemplated hereby or thereby, or (iii) could have a material adverse effect upon (x) the value, validity, perfection or enforceability of the liens granted to the System Lessor under the Security Agreement and other security documents, or (y) the ability of the System Lessor to enforce any of its rights and remedies under the Assigned Agreement or this Consent. (e) No Conflict. The execution and delivery of this Consent and the Assigned Agreement and the performance by the Customer under this Consent and the Assigned Agreement will not violate, result in a breach of, default under or conflict with (i) any law, rule, regulation, order, permit or decree applicable to the Customer, (ii) its organizational documents, or (iii) the terms of any other agreement binding on the Customer. (f) Government Consent. No consent, order, authorization, waiver, approval or any other action, or registration, declaration or filing with, any person, board or body, public or private (collectively, the “Approvals”), is required to be obtained by the Customer in connection with the execution, delivery or performance of this Consent, the Assigned Agreement or the consummation of the transactions contemplated hereunder and thereunder, except any Approvals which have previously been obtained. (g) No Default or Amendment. Neither the Customer nor, to the Customer’s knowledge after due inquiry, the Provider or any other party to the Assigned Agreement is in default of any of its obligations thereunder (or has claimed force majeure, emergency, or any other excuse for performance thereunder which is still ongoing as of the date hereof). The Customer has no existing counterclaims, offsets, defenses, or claims for change orders against the Provider under the Assigned Agreement. To the Customer’s knowledge, no event or condition exists that would either immediately or with the passage of any applicable grace period or giving of notice, or both, enable either the Customer or the Provider to terminate or suspend its obligations (or the performance of such obligations) under the Assigned Agreement. The Assigned Agreement has not been amended, modified or supplemented in any manner other than as indicated above. (h) No Previous Assignments. The Customer has no notice of, and has not consented to, any previous assignment of all or any part of its right, title or interest in, to or under the Assigned Agreement. (i) [Purchase Option. The Customer has not taken any official action requiring or authorizing the exercise of any purchase option available to it under the Assigned Agreement, has not decided whether or not it will exercise any such purchase option, and is under no legal or economic compulsion to exercise any such purchase option; provided, however, nothing herein shall prohibit the Customer from exercising any purchase option under the Assigned Agreement when it becomes exercisable in accordance with its term and such exercise shall not be deemed to be a breach of this representation and warranty.] (j) Liens; Mortgages. The Customer has no knowledge of any existing lease, mortgage, security interest or other interest in or lien upon the [Premises], which could attach to the Project as an interest adverse to the System Lessor’s interest therein. Representations and Warranties. All representations, warranties and other statements made by the Customer in the Assigned Agreement were true and correct in all material respects as of the date when made and, except for those that by their terms speak as of a specific date, are true and correct in all material respects as of the date hereof. 4. ADDITIONAL PROVISIONS 2 (a) [Commercial Operation Date. The Commercial Operation Date is _____________. (b) Use of Electricity. None of the electricity to be sold under the Assigned Agreement will be used to generate energy for the purpose of heating a swimming pool. (c) Project. The Customer has approved the Project as installed at the [Premises]. (d) Access Rights. The System Lessor and the System Lessor’s respective successors, assignees and/or designees shall have the same rights as the Provider to access the Project in order to install, operate, maintain and remove the Project as the right accorded to the System Lessor under the Lease Agreement and the Security Agreement. (e) Notice of Ownership. The Customer will use commercially reasonable efforts to place its successors, assigns and lien holders on notice of the ownership of the Project by the Provider or the System Lessor, the existence of the security interest, and the fact that the Project is not part of the [Premises] or a fixture thereof, as necessary and appropriate to avoid confusion or adverse claims. (f) Amendments. The Customer acknowledges that, under the Provider’s financing arrangements, the Provider is not permitted to agree to an amendment or assignment of the Assigned Agreement without prior written consent of the System Lessor.] 2 NTD: Additional provisions to be added to address specific matters contained in the PPA. 5. MISCELLANEOUS (a) Applicable Law; [Submission to Jurisdiction]. THIS CONSENT, AND ANY INSTRUMENT OR AGREEMENT REQUIRED HEREUNDER (TO THE EXTENT NOT EXPRESSLY PROVIDED FOR THEREIN), SHALL BE GOVERNED BY, AND CONSTRUED UNDER, THE LAWS OF THE STATE OF CALIFORNIA, APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN SUCH STATE AND WITHOUT REFERENCE TO CONFLICTS OF LAWS. (b) [Reserved.] (c) Notices. All notices and other communications hereunder (i) shall be in writing, (ii) shall be effective upon actual receipt thereof by the party or parties to whom such notice is addressed, except that any communication or notice so transmitted by telecopy or electronic mail shall be deemed to have been validly and effectively given on the day (if a business day and, if not, on the next following business day) on which it is transmitted if transmitted during normal business hours of the recipient, and if transmitted after that time, on the next following business day, in each case as evidenced by transmittal confirmation received by the transmitter, (iii) shall be delivered by hand or overnight courier service or mailed by certified or registered mail, sent by facsimile or via electronic mail, and (iv) shall be directed as follows: If to the Customer: [________] [________] [________] Attention: [________] Telephone: [________] Facsimile: [________] Email: [________] If to the Provider: [●] If to the System Lessor: [●] The above parties may, by notice given hereunder, designate any further or different addresses to which subsequent notices or other communications shall be sent. (d) Amendment, Waiver. Neither this Consent nor any of the terms hereof may be terminated, amended, supplemented, waived or modified except by an instrument in writing signed by the Customer, the Provider and the System Lessor. (e) Third Party Beneficiary. The Owner Participant shall be an express third-party beneficiary of this Consent. The Owner Participant shall be entitled to enforce the rights of the System Lessor hereunder. (f) No Waiver; Remedies Cumulative. The waiver of any right, breach or default under this Consent by any party must be made specifically and in writing. No failure or delay on the part of the System Lessor in exercising any right, power or privilege hereunder and no course of dealing between the Customer and the System Lessor shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other exercise, or the further exercise, of any other right, power or privilege hereunder. No notice to or demand upon any party will entitle such party to any further, subsequent or other notice or demand in similar or any other circumstances. The rights and remedies herein expressly provided are cumulative and not exclusive of any rights or remedies that the System Lessor would otherwise have. (g) Counterparts. This Consent may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered, including by e-mail or other electronic transmission, shall be deemed an original, but all of which shall together constitute one and the same instrument. (h) Headings Descriptive. The headings of the several sections and subsections of this Consent are inserted for convenience only and shall not in any way affect the meaning or construction of any provision of this Consent. (i) Severability. In case any provision in or obligation under this Consent shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. (j) Successors and Assigns. This Consent shall be binding upon the parties hereto and their permitted successors and assigns and shall inure to the benefit of the parties, their designees and their respective permitted successors and assigns; provided, however, that no party or its respective successor or assign shall assign any of its interest in this Consent except in connection with an assignment of its interests in the Assigned Agreement and then only to the same person(s) or entity(ies) to which its interest in the Assigned Agreement is so assigned. (k) Survival. All agreements, statements, representations and warranties made by the Customer herein shall be considered to have been relied upon by the System Lessor and the Owner Participant and shall survive the execution and delivery of this Consent. (l) Conflicts. In the event of a conflict between any provision of this Consent and any provision of the Assigned Agreement, the provisions of this Consent shall prevail. (m) Further Assurances. Each party hereto hereby agrees to execute and deliver all such instruments and take all such action as may be necessary to effectuate fully the purposes of this Consent. [SIGNATURE PAGES FOLLOW] Signature Page to Consent IN WITNESS WHEREOF, the parties hereto have caused this Consent to be executed by their respective officers as of the date first above written. [________] as the Customer By: ____________________________________ Name: Title: [________] as the Provider By: ____________________________________ Name: Title: [●], as the System Lessor By: ____________________________________ Name: Title: Signature Page to Consent Exhibit A to Consent Payment Instructions Accounts Bank ABA Number [________]3 Account Number [________] Account Name [________]] Reference [________] 3 Account information to be confirmed and included. Appendix A to Guarantee EXHIBIT C SYSTEM PERFORMANCE GUARANTEE (the “Guarantee”) ARTICLE I. ADDITIONAL DEFINED TERMS Actual Generation means, for each Guarantee Year during the Term and with respect to the System, the System’s alternating current or “AC” electricity production in kilowatt- hours (“kWh”) as measured under Section 3.02. Annual Deficit has the meaning set forth in Section 3.01. Annual System Performance Report means the report that summarizes annual system performance in kWh and includes calculations for Weather Adjustment and True-up Period calculations. Avoided Energy Price per kWh means the amount that the Customer will be paid by Provider for each Kilowatt-hour as set out in Appendix B (Avoided Energy Price) of this Guarantee. Data Acquisition System or DAS means Provider’s system that displays historical meteorological and production data over an Internet connection and consists of hardware located on-Site and software housed on Provider’s DAS server. The DAS measures and logs, at a minimum, the following parameters on a 15-minute average basis at the Site: actual AC electricity production of the System (in kWh) and solar irradiance (in W/m2). Expected Energy means, for the System in a specified Guarantee Year, the kilowatt hours for the System set forth on Appendix A (Expected Energy) of this Guarantee. Excused Performance Event means: • Force Majeure Event; • Impingements on solar access by structures or activities on neighboring sites or by facilities that are beyond the control of either Party; • Externally caused outages, including: o Warranty Exclusions: hours during any period when the System or any portion thereof is off-line due to an event that would constitute an exclusion under any applicable manufacturer’s, System, workmanship or other applicable warranty. o Network Disturbance Hours: hours during any period when a fluctuation in the utility network parameters (e.g., a frequency or voltage variation) result in the disconnection of the inverters or the System from the utility network and prevented energy from being evacuated from the System. o Network Outage Hours: hours during any period when a failure in the distribution network or in the connection infrastructure prevented energy from being evacuated from the System. o Third-Party Equipment Servicing Hours: equipment or System outage hours during any period that result from service issues related to non-Provider equipment or delays in procuring non-Provider replacement parts. Exhibit C (Performance Guarantee) o Customer-Caused Hours: hours during any period when the equipment or the System is off-line due to Customer-required outages or Customer-caused delays in Site access. o Major Maintenance Hours: hours during any period when the equipment or the System is off-line due to Customer-required major maintenance work. Guaranteed Level means 90% of the Expected Energy for a Guarantee Year for the System. Guarantee Year means each successive 12-month period during the Term commencing on the Commercial Operation Date. PVSim means the software program utilized by Provider to predict the amount of energy that the System will produce in an average year which has the following characteristics: (1) based on PVFORM, the photovoltaic simulation software produced by Sandia National Laboratories and the US Department of Energy, (2) all photovoltaic characteristics are modeled, (3) all ancillary array losses are taken into account and (4) PVSim simulations use either measured data or typical meteorological year files from Meteonorm and NREL. SEMMY or “Simulated Energy in a Measured Meteorological Year”, means, with respect to any Guarantee Year, Year 1 AC Energy output of the System simulated by PVSim using measured average hourly irradiance, wind speed, and air temperature as recorded by the Data Acquisition System, holding all other inputs equal to those used in calculating SETMY. SETMY or “Simulated Energy for a Typical Meteorological Year”, means the Year 1 AC Energy output of the System simulated by PVSim using average hourly irradiance, wind speed, and air temperature data contained within the Weather File. True-up Period means each successive one (5)-year period during the Term commencing on the first day of the Term. Weather Adjustment means the ratio described in Section 3.01. Section 3.01 Weather File means the typical meteorological year data set specified for the System set forth on Appendix C (Weather File) of this Guarantee. ARTICLE II. PERFORMANCE GUARANTEE CONSIDERATION Section 2.01 Consideration The Parties agree that the consideration set forth in Section 5.1 of the Agreement includes adequate consideration for the terms, conditions and provisions of this Guarantee. ARTICLE III. PERFORMANCE GUARANTEE Provider guarantees to Customer that the Actual Generation of the System during any Guarantee Year, subject to the limitations, terms and conditions stated in this Guarantee shall not be less than the Guaranteed Level. Section 3.01 Guaranteed Output Calculations. Provider shall calculate the Annual Deficit for the System for each Guarantee Year during the Term: Exhibit C (Performance Guarantee) (a) Annual Deficit = (Expected Energy x Guaranteed Level) x Weather Adjustment – Actual Generation Where the Weather Adjustment ratio is as follows: Simulated Energy in a Measured Meteorological Year (SEMMY) Simulated Energy for a Typical Meteorological Year (SETMY) For each Guarantee Year, within thirty (30) days after the end of such Guarantee Year, Provider shall calculate the Annual Deficit for the System. Customer has the right to access all data and information supporting Provider’s calculation of the Annual Deficit. (b) Guarantee Payment Reimbursement. At the end of each True-up Period: (i) if the sum of Annual Deficits > 0, then Provider shall pay to Customer an amount equal to the cumulative product of (y) the Annual Deficits and (z) the Avoided Energy Price per kWh (a “Guarantee Payment”); (ii) Provider shall promptly notify Customer of any Guarantee Payment due. Provider shall make Guarantee Payments within thirty (30) days of the date of the notice provided in the first sentence of this paragraph. Section 3.02 Actual Generation Measurement. Provider shall measure Actual Generation for the System for each Guarantee Year as follows: (a) Initial Output Data Collection. During the Term, Provider will collect energy output data using its Data Acquisition System. For each Guarantee Year, Provider will sum the daily kWh output for the System provided by the DAS to calculate the Actual Generation for the System for such Guarantee Year. (b) Equipment Calibration and Replacement. Provider may request to have the meteorological equipment independently calibrated or replaced at its own expense every eighteen (18) to thirty (30) months. Provider shall notify the Customer of the scheduled calibration date and time no less than 30 days prior, and shall provide the Customer written proof of calibration or replacement. (c) Contingency for Equipment Failure. In the event of hardware, communication, or other failure affecting the DAS, Provider will make commercially-reasonable efforts to resolve the failure in a timely manner. In the event that data is lost, Actual Generation for each affected System shall be adjusted to compensate for such lost data as follows: (i) In lieu of lost meteorological data, Provider will utilize such data obtained from a nearby meteorological station that Provider monitors and selects for such purpose. (ii) In lieu of lost electricity data, Provider will utilize the cumulative data from System meter readings to calculate the electricity generated by each affected System during the missing interval. In the event that data Exhibit C (Performance Guarantee) from the System meter is inaccurate or missing, Provider will simulate electricity production during the missing interval utilizing measured meteorological data and PVSim. The simulated electricity production during the missing interval will be added to the Actual Generation for each affected System for the subject Guarantee Year. ARTICLE IV. CUSTOMER RESPONSIBILITIES Section 4.01 Customer’s Failure to Uphold Responsibilities. Provider shall promptly notify Customer of any breach (“Out of Compliance Letter”) of (i) Customer’s obligation to pay Provider for the Solar Services pursuant to the Agreement and (ii) any Customer obligations pursuant to the Agreement that directly (A) hinder the amount of Energy delivered by the System or (B) degrade the functionality of the System. Upon Customer’s cure of all failures described in an Out of Compliance Letter, Provider will notify Customer (“In Compliance Letter”) that Customer is complying with Customer’s Responsibilities. For any period between the issuance of an Out of Compliance Letter and of an In Compliance Letter (a “Noncompliance Period”), to the extent that Customer’s non-compliance actually impacts the Actual Generation of the System, any Actual Generation from such affected Systems in such month(s) shall be disregarded in the calculation of Annual Deficits for such Systems under Section 3.01, and the Expected Energy for any affected System in any Guarantee Year in which there is a Noncompliance Period shall be reduced by a proportionate amount. ARTICLE V. EXPECTED ENERGY ADJUSTMENT Section 5.01 Adjustment of Expected Energy. If, and to the extent, any of the following events results in a change in the production of electricity by the System, Expected Energy for that System shall be adjusted correlatively for the period of such change: (a) Subject to Provider’s obligations under any warranty it provides in connection with the Systems (including any Provider obligation, with respect to the System, in connection with any requirements under the California Solar Initiative program), a material portion of the components of the System fails, and the manufacturer of such component(s) refuses, or otherwise fails to honor its corresponding warranty; (b) Customer fails to perform any of its obligations under the PPA – such as obligations related to maintaining the System’s interconnection to the local utility grid or limiting outages (as defined in the Agreement) – and such failure reduces the amount of electricity that the System can generate or deliver. (c) There is any failure of the System to perform caused by legislative, administrative or executive action, regulation, order or requisition of any federal, state or local government, local utility or public utilities commission; (d) There is an Excused Performance Event; or Exhibit C (Performance Guarantee) (e) Adjustment to the Expected Energy, or a reduction in the amount of Energy that Provider is obligated to deliver, is permitted or required under the Agreement. Section 5.02 Notification of Changes to Expected Energy. If Provider determines that any changes to Expected Energy for the System are required based on an event or events described in Section 5.01, then Provider shall notify the Customer, in writing, of the basis for its determination, and Provider shall either provide revised definitions of Expected Energy in exhibits that, upon mutual agreement of the Parties, which shall not be unreasonably denied or delayed, shall replace the current exhibits to this Guarantee, or specify a date by which it shall do so. Appendix A to Guarantee Appendix A – Expected Energy Guarantee Year Expected Annual kWh 1 737,856 2 736,012 3 734,172 4 732,336 5 730,505 6 728,679 7 726,858 8 725,040 9 723,228 10 721,420 11 719,616 12 717,817 13 716,023 14 714,233 15 712,447 16 710,666 17 708,889 18 707,117 19 705,349 20 703,586 21 701,827 22 700,072 23 698,322 24 696,576 25 694,835 Total 17,903,480 Appendix B to Guarantee Appendix B – Avoided Energy Price Guarantee Year Avoided Energy Price per kWh 1 $0.0048 2 $0.0049 3 $0.0051 4 $0.0052 5 $0.0054 6 $0.0056 7 $0.0057 8 $0.0059 9 $0.0061 10 $0.0063 11 $0.0065 12 $0.0066 13 $0.0068 14 $0.0070 15 $0.0073 16 $0.0075 17 $0.0077 18 $0.0079 19 $0.0082 20 $0.0084 21 $0.0087 22 $0.0089 23 $0.0092 24 $0.0095 25 $0.0098 Appendix C to Guarantee Appendix C – Weather File SolarAnywhereTGY2016_(10km)_37.95_-121.85 Schedule A DESCRIPTION OF SITE Facility System Size (kW DC) Product Type Module qty & type - SunPower Inverters- qty & type-Delta 4545 Delta Fair Blvd, Antioch, CA 94509 437.10 Carport – Helix 1.5 (930) SPR- X21-470- COM (3) M80U_121 (1) M60U_121 (2) M42U_121 Schedule B DESCRIPTION OF SYSTEM  PV System Array Layouts and Electrical Single Line Diagrams ;;;;;;;RRRRϭϮϯWZKWK^^K>Z^t/d,KZ>Kd/KE;;^WϬϮ^WϬϭZhE;^^ͲWK/ͿуϱϬ>&WK/EdK&/EdZKEEd/KE͕DdZηϵϮϴϭZϳ;;;ϱϬϮϱϵϲ͕Zs<^>͗ϭZZz>zKhdϭͬϯϮΗсϭΖͲϬΗ^,d+$5%285:$<6287+5,&+021'&$86$  Zs^/'Eη^Z/Wd/KEd  WZK:dKWWKZdhE/dzZs/^/KE^E'/EZΖ^^dDWϭΗϬϭϮΗ/&Z/^EKdKE/E,͕Zt/E'/^EKddK^>KEdZK^dKhEdzϰϱϰϱ>d&/Z>sϰϱϰϱ>d&/Z>sEd/K,͕ϵϰϱϬϵͲͲͲϰϯϮϭϰϯϮϭͲϬϬϵϭϰϰϱWZKWK^>ϬϴͲϮϳͲϭϴ  :ϬϬϬϭϱϱϳϮϴϴͲϬϬϵϭϯϲϭZ>KdEKW/^ϬϯͲϮϯͲϭϵ ,' :^>ϭϬϬϬϭϱϱϳϮϴϴͺ>ͺϰϱϰϱ>d&/Z>sͺW&dͺ͘t'ϰͬϯͬϮϬϭϵϰ͗ϱϬWDZZz>zKhd7,(5WZK:d^hDDZz ZWKZddKd>ηK&DKh> ϵϯϬDKh>dzW ^WZͲyϮϭͲϰϳϬͲKDηK&/EsZdZ ϲ^z^dD^/;ŬtͿϰϯϳ͘ϭϬ^z^dD^/;ŬtͿϰϬϳ͘ϬϬ352-(&76800$5<>'E͗WZKWK^dZZDKs>WZKWK^>/',dWK>ZDKs>W/Z>Kd/KEWZKWK^Yh/WDEdWWZKWK^WK/EdK&/EdZKEEd/KEKEh/d^;^^ͲWK/ͿKEh/d^;^WͲ^^ͿKEh/d^;/EsͲ^WͿ;REKd^͗ϭ͘ ϭϭϬDW,t/EKE;^ϳͲϭϬͿd'KZz//͕yWK^hZϮ͘ ^EKt>KϬW^&͕>sd/KEϵϬΖϯ͘ KZZK^/KEZd͗΀ϯ͘ϮђŵͬLJƌ΁͕΀ϰ͗ϵϬй͕ϱ͗ϵϵй΁ϰ͘ 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Ͳ hWddK^,KtWKtZ ϬϯͲϮϲͲϭϵ W :^/EsZdZ^hDDZzd>^Wη ZZzη WKtZ>/^d/E';<tͲͿWKtZηK&^dZ/E'^ηK&DKh>^DϴϬhͺϭϮϭϭϴ^dZDϲϬhͺϭϮϭϭϱ^dZDϰϮhͺϭϮϭϭϮ^dZ^WϬϭϭ ϭϮϵ ϭϮϴ͘ϳϯϲ ϭϰϭ ϯϬ ϯϬϬ ϭ ϭϮ ϭϭϮ ϭϭϭ͘ϰϰϮ ϭϮϲ͘ϵ Ϯϳ ϮϳϬ ϭ ϭ^WϬϮ ϯ ϭϲϲ ϭϲϱ͘ϱϮϴ ϭϲϵ͘Ϯ ϯϲ ϯϲϬϮdKd> ϰϬϳ ϰϬϱ͘ϳϬϲ ϰϯϳ͘ϭ ϵϯ ϵϯϬ ϯ ϭ Ϯ35(/,0,1$5<127)25&216758&7,21 CONFIDENTIAL Schedule C Schedule C PV SYSTEM PRICING The following pricing is based on the Standard System Design Package described in Exhibit A. kWh Rate ($/kWh) Term (Years) Annual Rate Escalator (% / Year) $0.1344 25 0% Schedule D TERMINATIONS VALUES Applicable Date : Years from Commercial Operation Date Termination Value ($) 0 Year $2,158,848 1 Year $1,743,694 2 Years $1,562,828 3 Years $1,381,198 4 Years $1,198,944 5 Years $1,015,692 6 Years $991,374 7 Years $966,144 8 Years $940,110 9 Years $912,928 10 Years $884,693 11 Years $855,820 12 Years $825,999 13 Years $794,937 14 Years $763,016 15 Years $730,289 16 Years $696,865 17 Years $662,514 18 Years $627,334 19 Years $591,311 20 Years $554,530 21 Years $516,796 22 Years $478,188 23 Years $438,696 24 Years $398,387 EXECUTION VERSION CONFIDENTIAL NOTE: 4549 Delta Fair Blvd, Antioch, CA 94509 POWER PURCHASE AGREEMENT Dated as of June 18, 2019 by and between Solar Star Co Co 1, LLC as Provider and Contra Costa County as Customer TABLE OF CONTENTS CONFIDENTIAL POWER PURCHASE AGREEMENT .................................................................................................... 1 RECITALS: ................................................................................................................................................ 1 AGREEMENT: .......................................................................................................................................... 1 1. Definitions. ..................................................................................................................................... 1 2. Purchase and Sale of Solar Services; License. ............................................................................ 5 2.1 Purchase and Sale of Solar Services. ..................................................................... 5 2.2 License. .................................................................................................................. 5 3. Design, Construction, Installation and Testing of System. ....................................................... 6 3.1 Installation.............................................................................................................. 6 3.2 Conditions Precedent to Commencement of Construction and Installation. ......... 7 3.3 Utility Approvals. .................................................................................................. 8 3.4 Energy Delivery. .................................................................................................... 8 3.5 Risk of Loss; Exclusive Control. ........................................................................... 8 3.6 Termination Values. ............................................................................................... 9 4. Operation and Maintenance of System. ...................................................................................... 9 4.1 O&M Work; Phone/Data Line. .............................................................................. 9 4.2 Malfunctions and Emergencies. ............................................................................. 9 4.3 Metering. .............................................................................................................. 10 4.4 Title to System. .................................................................................................... 10 4.5 Outages. ............................................................................................................... 11 4.6 Compliance with Utility Specifications. .............................................................. 11 5. Purchase of Solar Services. ........................................................................................................ 11 5.1 Purchase Requirement. ........................................................................................ 11 5.2 Environmental Attributes; Environmental Financial Incentives. ......................... 12 6. Price and Payment. ..................................................................................................................... 13 6.1 Price. .................................................................................................................... 13 6.2 Taxes. ................................................................................................................... 13 6.3 Billing and Payment. ............................................................................................ 13 7. General Covenants. ..................................................................................................................... 14 7.1 Provider’s Covenants. .......................................................................................... 14 7.2 Customer’s Covenants. ........................................................................................ 15 8. Insurance Requirements. ........................................................................................................... 16 8.1 Provider’s General Liability Insurance. ............................................................... 16 8.2 Customer’s Insurance. .......................................................................................... 17 9. Force Majeure Events. ................................................................................................................ 17 10. Term; Customer Options; Termination. .................................................................................. 18 10.1 Term. .................................................................................................................... 18 10.2 Customer Options Upon Cessation of Business Operations at Site. .................... 18 10.3 Customer Options Upon Expiration of Term. ...................................................... 19 10.4 Customer Purchase Options Prior to Expiration Date. ........................................ 19 10.5 Payment of Termination Value on Termination Date. ......................................... 20 10.6 Provider Termination. .......................................................................................... 20 11. Defaults. ....................................................................................................................................... 21 11.1 Customer Default. ................................................................................................ 21 11.2 Provider Default. .................................................................................................. 22 12. Remedies Following Default. ...................................................................................................... 23 12.1 Customer’s Remedies Upon Occurrence of a Provider Default. ......................... 23 12.2 Provider’s Remedies Upon Customer Default. .................................................... 23 12.3 No Consequential Damages. ................................................................................ 24 12.4 Effect of Termination of Agreement. ................................................................... 24 12.5 Limitation of Liability. ......................................................................................... 24 13. Indemnification. .......................................................................................................................... 24 13.1 Indemnification by Provider. ............................................................................... 24 13.2 Indemnification by Customer. ............................................................................. 25 13.3 Notice of Claims. ................................................................................................. 25 13.4 Defense of Action. ............................................................................................... 25 13.5 Survival of Provisions. ......................................................................................... 26 14. Miscellaneous Provisions. ........................................................................................................... 26 14.1 Notices. ................................................................................................................ 26 14.2 Authority. ............................................................................................................. 27 14.3 Assignment .......................................................................................................... 28 14.4 Successors and Assigns. ....................................................................................... 29 14.5 Entire Agreement. ................................................................................................ 29 14.6 Amendments to Agreement. ................................................................................ 30 14.7 Waivers; Approvals. ............................................................................................ 30 14.8 Partial Invalidity................................................................................................... 30 14.9 Execution in Counterparts. ................................................................................... 30 14.10 Governing Law; Jurisdiction; Forum. .................................................................. 30 14.11 Attorneys’ Fees. ................................................................................................... 31 14.12 No Third Party Rights. ......................................................................................... 31 14.13 Treatment of Additional Amounts. ...................................................................... 31 14.14 No Agency. .......................................................................................................... 31 14.15 No Public Utility. ................................................................................................. 32 14.16 No Recourse to Affiliates..................................................................................... 32 14.17 Cooperation with Financing. ................................................................................ 32 14.18 Setoff. 32 14.19 Service Contract. .................................................................................................. 32 15. Confidential Information. .......................................................................................................... 32 16. Estoppel Certificate. ................................................................................................................... 33 Exhibits, Schedules Exhibit A - System Design and Construction Exhibit B - Form of Financing Party Acknowledgment Exhibit C - Performance Guarantee Schedule A - Description of Site Schedule B - Description of System Schedule C - System Pricing Schedule D - Termination Values - 1 - POWER PURCHASE AGREEMENT This POWER PURCHASE AGREEMENT (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of June 18, 2019 (the “Effective Date”), is by and between Solar Star Co Co 1, LLC, a limited liability company formed under the laws of the State of Delaware (“Provider”), and Contra Costa County, a political subdivision of the State of California (“Customer”). RECITALS: WHEREAS, Customer leases or owns, directly or indirectly, facilities in that certain location in California as more fully described in Schedule A of the Appendices hereto (the “Site”); WHEREAS, Customer desires that Provider install, maintain and operate, and Provider desires to install, maintain and operate, the System (as hereinafter defined) to be located on the Site; and WHEREAS, Provider desires to sell, and Customer desires to purchase, (a) the Solar Services (as hereinafter defined), including the delivery of electrical energy generated by the System (the “Energy”) and (b) other services pursuant to the terms and conditions set forth herein. NOW THEREFORE, in consideration of the mutual promises set forth below, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: AGREEMENT: 1. Definitions. Unless otherwise defined herein: (a) capitalized terms used in this Agreement shall have the respective meanings set forth in this Section 1; (b) the singular shall include the plural and vice versa; (c) the word “including” shall mean “including, without limitation”, (d) references to “Sections,” “Exhibits,” “Appendices” and the like shall be to sections, exhibits, appendices, etc. of or to this Agreement; (e) the words “herein,” “hereof” and “hereunder” shall refer to this Agreement as a whole and not to any particular section or subsection hereof; and (f) references to this Agreement shall include a reference to all exhibits hereto, as the same may be amended, modified, supplemented or replaced from time to time. “Agreement” has the meaning set forth in the preamble. “Annual Rate Escalator” means the percentage set forth in Schedule C. “Applicable Law” shall mean, with respect to any Governmental Authority, any constitutional provision, law, statute, rule, regulation, ordinance, treaty, order, decree, judgment, decision, certificate, holding, injunction, registration, license, franchise, permit, authorization, guideline, governmental approval, consent or requirement of such 2 Governmental Authority, enforceable at law or in equity, along with the interpretation and administration thereof by any Governmental Authority. “Claim Notice” shall have the meaning set forth in Section 13.3. “Code” shall mean the Internal Revenue Code of 1986, as amended. “Commercial Operation Date” shall have the meaning set forth in Section 3.4. “Confidential Information” shall have the meaning set forth in Section 15. “Customer” shall have the meaning set forth in the preamble. “Customer Default” shall have the meaning set forth in Section 11.1. “Effective Date” shall have the meaning set forth in the preamble. “Energy” shall have the meaning set forth in the preamble. “Environmental Attributes” includes, without limitation, tradable renewable certificates, green-e tags, allowances, reductions or other transferable indicia denoting carbon offset credits or indicating generation of a particular quantity of energy from a renewable energy source by a renewable energy facility attributed to the Energy during the Term created under a renewable energy, emission reduction, or other reporting program adopted by a Governmental Authority, or for which a registry and a market exists (which, as of the Effective Date are certificates issued by Green-e in accordance with the Green-e Renewable Electric Certification Program, National Standard Version 1.3 administered by the Center of Resource Solutions) or for which a market may exist at a future time. “Environmental Financial Incentives” shall mean each of the following financial rebates and incentives that is in effect as of the Effective Date or may come into effect in the future: (i) performance-based incentives, rebates and any other incentive programs offered by or in the State of California (or any political subdivision thereof) under the federal government’s, any municipality’s, any utility’s or any other state’s program or initiative (including, if applicable, subsidies available under the Self Generation Incentive Program administered through the California Public Utilities Commission), incentive tax credits (including investment tax credits arising under the Code) other tax benefits or grants in lieu thereof (including without limitation the monetization of tax benefits), and accelerated depreciation (collectively, “Incentives”), howsoever named or referred to, with respect to any and all fuel, emissions, air quality, energy generation, or other environmental or energy characteristics, resulting from the construction, ownership or operatio n of the System or from the use of solar generation or the avoidance of the emission of any gas, chemical or other substance into the air, soil or water attributable to the sale of Energy generated by the System; and (ii) all reporting rights with respect to such Incentives. “Estimated Year 1 Production” shall mean the amount set forth in Schedule B to this Agreement. 3 “Expiration Date” shall have the meaning set forth in Section 10.1. “Fair Market Value” shall have the meaning set forth in Section 10.3.2. “Financing Party” means any third-party entity providing debt or equity financing to Provider (or any successor or assignee thereof) with respect to the System, including without limitation a party providing construction financing, a lessor in a sale -leaseback transaction, a partner in a partnership flip transaction, or a limited liability company member in a n equity sale transaction . “Force Majeure Event” shall mean, when used in connection with the performance of a Party’s obligations under this Agreement, any of the following events to the extent not caused by such Party or its agents or employees, which is not preventable by such Party as of the Effective Date: a) war, riot, acts of a public enemy or other civil disturbance; b) acts of God, including but not limited to, storms, floods, lightning, earthquakes, hailstorms, ice storms, tornados, typhoons, hurricanes, landslides, volcanic eruptions, range or forest fires, and objects striking the earth from space (such as meteorites), sabotage or destruction by a third party (other than any contractor retained by or on behalf of the Party) of facilities and equipment relating to the performance by the affected Party of its obligations under this Agreement; c) acts of federal, state or local government agencies, including changes in Applicable Law, that result in increasing Provider’s costs of construction and installation, or continuing operation, of the System by 15% or more; and d) strikes, walkouts, lockouts or similar industrial or labor actions or disputes. “Governmental Authority” shall mean any federal, state, regional, county, town, city, or municipal government, whether domestic or foreign, or any department, agency, bureau, or other administrative, regulatory or judicial body of any such government. “Indemnified Party” shall have the meaning set forth in Section 13.3. “Indemnifying Party” shall have the meaning set forth in Section 13.3. “Interconnection Point” shall have the meaning set forth in Section 3.5. “kWh Rate” shall have the meaning set forth in Section 6.1. “License” shall have the meaning set forth in Section 2. “Liens” shall have the meaning set forth in Section 7.1.3. “Meter” shall have the meaning set forth in Section 4.3.1. 4 “Monthly Period” shall mean the period commencing on the Commercial Operation Date and ending on the last day of the calendar month in which the Commercial Operation Date occurs, and, thereafter, all subsequent one (1) month periods during the Term. “Monthly Production” shall mean, for each Monthly Period, the amount of Energy delivered during such Monthly Period. “O&M Work” shall have the meaning set forth in Section 4.1.1. “Party” shall mean each of Customer and Provider (and/or any successor or permitted assignee thereof). “Person” shall mean any individual, corporation, partnership, company, limited liability company, joint venture, association, trust, unincorporated organization or Governmental Authority. “Provider” shall have the meaning set forth in the preamble (and includes its successor(s) and permitted assignee(s)). “Provider Default” shall have the meaning set forth in Section 11.2. “Renewal Rate” shall mean the fair market price for electricity generated by solar photovoltaic systems as determined by agreement of the Parties or through the appraisal process applicable to the purchase option contained in this Agreement. “Reporting Rights” means the right to report ownership of the Environmental Attributes or the Environmental Financial Incentives associated with the Energy to any federal, state, or local agency, authority or other party, including without limitation 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. “Scheduled Outage” shall have the meaning set forth in Section 4.5. “Site” has the meaning set forth in the first recital. “Solar Services” mean all solar services provided to Customer by Provider hereunder, including the provision of Energy. “Standards” shall have the meaning set forth in Section 3.1.1. “System” shall mean the solar photovoltaic system installed pursuant to this Agreement at the Site and more fully described in Schedule B hereto; provided, however, that the term “System” shall only include equipment and materials up to but not including the Interconnection Point of the System. “Term” shall have the meaning set forth in Section 10.1. “Termination Date” shall have the meaning set forth in Section 10.1. 5 “Termination Value” shall mean, on any date of determination (or, if such date is not a scheduled termination date, the scheduled termination date immediately preceding such date) the applicable amount specified for such date in Schedule D to this Agreement. “Transfer Taxes” shall have the meaning set forth in Section 6.2.1. 2. Purchase and Sale of Solar Services; License. 2.1 Purchase and Sale of Solar Services. Customer hereby engages Provider to provide the services set forth in this Agreement, including the Solar Services to Customer, and Provider agrees to provide the services set forth in this Agreement, including the Solar Services to Customer, all in accordance with the terms and conditions set forth herein. Customer shall provide Provider with access to the Site in accordance with the terms of this Agreement. Provider may retain one or more contractors or subcontractors to fulfill its obligations hereunder; provided that Provider shall remain liable for performance of its obligations hereunder 2.2 License. Customer hereby grants to Provider and to Provider’s agents, employees and subcontractors an irrevocable, non-exclusive license running with the Site for access to, on, over, under or across the Site (the “License”) for the purpose of (i) installing, constructing, operating, maintaining, accessing, removing and replacing the System; (ii) performing all of Provider’s obligations and enforcing all of Provider’s rights set forth in this Agreement; and (iii) installing, using and maintaining electric lines and equipment, including inverters and meters, necessary to interconnect the System to Customer’s electric system at the Site or to the utility’s electric distribution system or that otherwise may from time to time be useful or necessary in connection with the construction, installation, operation, maintenance, or repair of the System. The term of the License is the Term of this Agreement plus the period of time necessary for Provider to remove the System pursuant to Section 10.3.3, but in no case later than one hundred eighty (180) days after the Expiration Date with respect to the System (the “License Term”). During the License Term, Customer shall preserve and protect Provider’s rights under the License and Provider’s access to the Site and shall not interfere with or permit any third parties to interfere with Provider’s rights or access. Except for an emergency situation as described in Section 4.2.1(a) or (b) (an “Emergency Situation”), Provider shall notify Customer in writing, which may be made via email to Customer’s Energy Manager, 40 Muir Road, Martinez, CA 94553 (Frank.DiMassa@pw.cccounty.us), or to any other address Customer may designate in a written notice to Provider, forty-eight (48) hours before Provider intends to access the Site pursuant to the License. Notwithstanding that the License granted herein is irrevocable, Customer reserves the right to exclude Provider, its agents, employees and subcontractors from the Site in the event that Customer notifies Provider of a breach of the License and Provider fails to cure such breach pursuant to Section 11.2.1 of this Agreement; provided, however, that, Customer 6 agrees not to exclude Provider, its agents, employees and subcontractors from the Site (A) in the event of an Emergency Situation as described in Section 4.2 so long as Customer has been notified of such an Emergency Situation pursuant to Section 4.2 and (B) in the event that the System is to be removed pursuant to this Agreement. 3. Design, Construction, Installation and Testing of System. 3.1 Installation. Subject to Section 3.2, Provider will cause the System to be designed, engineered, installed and constructed at the Site substantially in accordance with the terms of this Agreement, including without limitation, the provisions of Exhibit A (System Design and Construction). Customer shall review and approve, such approval not to be unreasonably withheld or delayed, all construction plans, including engineering evaluations of the impact of the System on the structural integrity and strength of the location where the System is installed inside, on or near Customer’s buildings. Provider shall organize the procurement of all materials and equipment for the installation work and maintain the same at the Site. Subject to the terms of the License, Provider shall perform installation work at the Site during the times set forth in Exhibit A and Schedule B in a manner that minimizes inconvenience to and interference with Customer’s and Customer’s invitees’ and Customers’ use of the Site to the extent commercially practical. Notwithstanding the foregoing, in the event that Provider determines in its sole discretion that it is unable to install the System at the Site, it shall be under no obligation to do so, and this Agreement shall terminate and be of no further force and effect upon written notice from Provider to Customer to that effect. 3.1.1 System Design and Construction. Exhibit A (System Design and Construction) attached hereto sets forth the design, engineering and construction specifications for the System, as well as assumptions made by the Provider regarding the Site conditions, the electrical conditions, and System attributes (such assumptions being referred to herein as the “Standards”). Schedule B (Description of System) sets forth the known actual conditions for the Site and the System, including deviations from the Standards. The Standards are such that the described items for the System will not need repair, replacement, modification or construction beyond that described in Exhibit A and Schedule B in order for Provider to properly construct and install the System. If the construction and installation of the System is required for any reason (except for reasons attributable to Provider) to deviate from the Standards and Schedule B, Provider will notify the Customer and provide an estimate of any incremental cost to Customer and Customer will have the option to (i) pay the incremental cost at the time the cost is incurred and billed to the Customer, (ii) pay the incremental cost over the Term through a calculated increase in the kWh Rate, or (iii) elect an alternative location subject to the conditions of Section 3.1.2. 3.1.2 Alternative Location. Prior to the Commercial Operation Date, if the Customer’s interest in the Site is a leasehold interest and the Customer is unable to obtain the landlord’s consent in accordance with the License or Customer chooses an alternative location per Section 3.1.1, Customer will have the option to elect an alternative location if Environmental 7 Attributes and Environmental Financial Incentives financially equivalent to or better than those associated with the original location are available for the alternative location, and if the expected System kWh output and construction cost at the alternative location are equivalent to or superior than those associated with the originally proposed location. Such alternative location is subject to Provider approval, not to be unreasonably withheld. If an alternative location cannot be established, Provider will have the right to terminate per Section 3.2. 3.2 Conditions Precedent to Commencement of Construction and Installation. 3.2.1 Commencement by the Provider of construction and installation activities with respect to the System are subject to the satisfaction of the following conditions precedent (in addition to the condition set forth in Section 3.3): (a) Provider shall have closed financing for construction and long-term ownership of the System and the Solar Services to be performed at the Site and, to the extent required pursuant to the applicable financing documentation, the third party financing institution providing such financing shall have been provided with the materials referred to in Section 14.17 and Section 16; (b) Provider shall have entered into the applicable contract(s) for construction and installation of the System, subject to the terms of the applicable financing, if any; (c) Provider shall have obtained the permits, licenses and other approvals required by Applicable Law to be obtained by Provider prior to such commencement; (d) Provider shall have received satisfactory notice that the applications for Environmental Financial Incentives for the System have been accepted and approved by the appropriate governing agency; and (e) Provider shall have received from Customer satisfactory evidence that the project—including the System, the License, and the work and Solar Services described in this Agreement—is exempt from the regulatory jurisdiction of local agencies (including zoning, building, and land-use requirements) or that all required local agency approvals and permits have been obtained. provided, however, that if any of the foregoing conditions precedent have not been satisfied on or before June 17, 2020 (the “CP Date”), Provider shall have the option to terminate this Agreement without triggering the default provisions of this Agreement or any liability under this Agreement, and if Provider does not terminate this Agreement one hundred eighty (180) days following the CP Date, Customer may terminate this Agreement without triggering the default provisions of this Agreement or any liability under this Agreement. 8 Alternatively, in the event that such conditions precedent are not satisfied by such date, the Parties may mutually agree to amend this Agreement to revise the Commercial Operation Date and term of this Agreement. 3.3 Utility Approvals. Notwithstanding that Provider shall have primary responsibility for preparing applications and obtaining all permits, licenses and approvals required for the performance of work under this Agreement, Customer agrees to reasonably assist Provider in obtaining necessary permits, licenses and approvals in connection with the installation, operation and maintenance of the System, including the submission of applications for interconnection of the System with the local electric utility. Customer shall not make any material changes to its electrical equipment at the Site after the date on which the applicable utility interconnection application is submitted unless any such changes, individually or in the aggregate, would not adversely affect the approval by such utility of such interconnection. Should the local electric utility fail to approve the interconnection of the System or require equipment in addition to the equipment set forth in Schedule B in connection with the Site, Provider may, at Provider’s option, terminate this Agreement immediately subsequent to notification from the local utility. The Parties shall not be obligated to go forward with installation of the System if the applicable utility approvals are conditioned upon material upgrades to the existing electrical infrastructure and neither Party elects to provide for such upgrades. Customer also agrees to assist Provider and make all necessary repairs or changes to the existing electrical infrastructure so that the Site and System are eligible for the Environmental Financial Incentives. 3.4 Energy Delivery. The date on which the delivery of Energy from the System commences (the “Commercial Operation Date”) shall be the date on which all of the following shall have occurred: (a) Provider shall have certified to Customer in writing that the System is substantially complete and available for commercial operation; (b) all permits and licenses required to be obtained under Applicable Law in connection with the operation of the System shall have been obtained and be in full force and effect; and (c) Customer shall have entered into an interconnection agreement with the local electricity utility. In no event shall Provider have any liability to Customer for a delay in the Commercial Operation Date caused by Customer, Customer’s electricity provider, a local agency issuing permits for the System or any other third parties outside of Provider’s control. 3.5 Risk of Loss; Exclusive Control. As between the Parties, Provider will be deemed to be in exclusive control (and responsible for any property damage or injuries to persons caused thereby) of the Energy up to but excluding the point where the System is interconnected to Customer’s electrical intertie; e.g., the Customer’s line-side tap (the “Interconnection Point”) and Customer will be deemed to be in exclusive control 9 (and responsible for any property damage or injuries to persons caused thereby) of the Energy at and from the Interconnection Point. Risk of loss related to the Energy will transfer from Provider to Customer at the Interconnection Point. 3.6 Termination Values. The Parties acknowledge and agree that the Termination Values with respect to the applicable System are as set forth in Schedule D of this Agreement. 4. Operation and Maintenance of System. 4.1 O&M Work; Phone/Data Line. 4.1.1 O&M Work. Provider shall provide operation, repair, monitoring and maintenance services to the System during the Term of this Agreement, including the monitoring and maintenance of metering equipment determining the quantity of electricity produced by the System (collectively, the “O&M Work”). Provider shall perform the O&M Work, either directly or indirectly through a subcontract with SunPower Corporation, Systems , an affiliate of Provider or through a third-party service provider capable of providing comparable services, provided that Provider remains responsible for all O&M Work notwithstanding any such subcontracting. Provider shall perform, or cause to be performed, the O&M Work to ensure that the System is capable of delivering the Energy in accordance with the specifications set forth in Schedule B. Provider shall use commercially reasonable efforts to enforce the terms of any contract for operations and maintenance services to which it is a party and System warranty agreements. 4.1.2 Phone/Data Line. Customer shall properly maintain, pay for and provide access to the necessary phone, computer, or other communication lines necessary to permit Provider to record the electrical output of the System for the entire Term. 4.2 Malfunctions and Emergencies. 4.2.1 Each of Customer and Provider shall notify the other within twenty- four (24) hours following the discovery by it of (a) any material malfunction in the operation of the System, (b) an interruption in the supply of Solar Services. Provider and Customer shall each designate personnel and establish procedures such that each Party may provide notice of such conditions requiring Provider’s repair or alteration at all times, twenty-four (24) hours per day, including weekends and holidays. Each Party shall notify the other Party immediately upon the discovery of an emergency condition in the System. 4.2.2 Provider shall commence repairs to the malfunctioning System and restore the supply of the Energy, as soon as reasonably possible after notice or upon its own discovery of any of the conditions specified in Section 4.2.1 during normal business hours and, subject to Section 2, take steps to mobilize personnel to commence repairs after notice or discovery of a condition requiring repair or other corrective action. If an emergency condition exists, Provider shall dispatch the appropriate personnel immediately upon becoming aware thereof to perform the necessary repairs or corrective action in an expeditious and safe manner. For routine and emergency repairs, the Parties shall contact the persons set forth below: 10 If to Provider: Wayne Webb, Senior Manager, Operations & Maintenance 2900 Esperanza Crossing, 2nd Floor Austin, TX 78759 (510) 439 – 4663 or (800) 251-9728 Wayne.Webb@sunpowercorp.com with a copy to: customer.service@sunpower.com 4.3 Metering. 4.3.1 Meters. For the term of this Agreement, Provider shall install and maintain a utility-grade kilowatt-hour (“kWh”) meter (the “Meter”) at the System for the measurement of Energy provided to Customer, which shall measure the kWh output of the System on a continuous basis. Upon Customer’s written request, Provider shall furnish a copy of all technical specifications and accuracy calibrations for the Meter, as well as all metering data and energy production and consumption calculations. Provider shall test the Meter in compliance with manufacturer’s recommendations. 4.3.2 Customer Audits and Inspections. Once per calendar year, Customer shall have the right to audit all Meter data upon reasonable notice, and any such audit shall be at Customer’s sole cost. Customer shall have a right of access to the Meter at reasonable times and with reasonable prior notice for the purpose of verifying readings and calibrations. 4.3.3 Adjustments. If testing of the Meter pursuant to Section 4.3.1 or Section 4.3.2 indicates that the Meter is in error by more than two percent (2%), then Provider shall promptly repair or replace the Meter. If the Meter is found to be in error by more than two percent (2%), Provider shall make a corresponding adjustment to the records of the amount of Energy 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. 4.3.4 Disputes. Any dispute arising out of the reading or calibration of the Meter shall be resolved in accordance with the procedures set forth in Section 6.3.2. 4.4 Title to System. Provider, or Provider’s permitted assigns with respect to the System, shall at all times retain title to and be the legal and beneficial owner of the System, including the right to any tax credits available under federal or state law, and the System shall remain the property of Provider or Provider’s assigns. The System shall remain the personal property of Provider or Provider’s assigns and shall not attach to or be deemed a part of, or fixture to, the Site. It is the Parties’ intention that t he System shall at all times retain the legal status of personal property . Provider shall be entitled to, and is hereby authorized to, file one or more precautionary Uniform Commercial Code financing statements with the California Secretary of State with 11 respect to the System in order to protect its rights in the System, provided that no such UCC financing statement shall name Customer as the debtor. The System shall be clearly marked and identified as being the property of the Provider or Provider’s assigns. The Parties intend that neither Customer nor any party related to Customer shall acquire the right to operate the System or be deemed to operate the System. 4.5 Outages. Customer shall be permitted two (2) twenty-four (24) consecutive hour days during which the System may be offline (each, a “Scheduled Outage”) per calendar year during the Term, during which days Customer shall not be obligated to accept, and if not accepted, pay for the Energy; provided, however, that Customer shall have notified Provider in writing of each such Scheduled Outage at least forty-eight (48) hours in advance of the commencement of such Scheduled Outage. In the event that Scheduled Outages at the Site exceed two (2) days per calendar year for a reason other than a Force Majeure Event, and for all unscheduled outages, Provider shall reasonably estimate the amount of Energy that would have been delivered to Customer during each hour of such excess Scheduled Outages or unscheduled outages and shall invoice Customer for such amount, which shall be payable in accordance with Section 6.3. Additionally, as set forth in Exhibit C (Performance Guarantee), Provider shall be relieved of any failure to meet the Performance Guarantee due to any Scheduled Outage or unscheduled outage. 4.6 Compliance with Utility Specifications. Provider shall ensure that the operation of the System and all Energy generated by the System conform to applicable utility specifications for energy being generated and delivered to the Site’s electric distribution system, which shall include the installation of proper power conditioning and safety equipment, submittal of necessary specifications, coordination of utility testing and verification, and all related costs. 5. Purchase of Solar Services. 5.1 Purchase Requirement. Customer agrees to purchase one hundred percent (100%) of the Energy delivered by the System during the Term of this Agreement. While the Solar Services are calculated and billed on the basis of kWh of Energy as set forth in Section 6.1, Customer acknowledges and agrees that such Solar Services represent a package of services including the production and supply of electrical energy output from the System, together with any other services associated with solar energy production that Provider may provide to Customer. The payment for Solar Services (expressed in $/kWh) is calculated to include all of the above services. Neither Party may claim that by this Agreement Provider is an electric utility subject to regulation as an electric utility or subject to regulated electricity rates. Provider shall not claim to be providing electric utility services to Customer and shall not interfere with Customer’s ability to select an electric utility provider except that, to the extent 12 Customer has a choice in selecting an electric utility provider or electricity provider, Customer shall not select an electric utility provider or electricity provider that requires, as part of their conditions for service, removal or discontinued operation of the System or the sales of Energy hereunder. 5.2 Environmental Attributes; Environmental Financial Incentives. 5.2.1 Environmental Attributes. All Environmental Attributes and associated Reporting Rights available in connection with the System are retained and owned by Customer or its assignee. Provider shall take all reasonable measures to assist Customer in obtaining all Environmental Attributes currently available or subsequently made available in connection with the System. At Customer’s request and expense, Provider shall execute all such documents and instruments reasonably necessary or desirable to effect or evidence Customer’s or its assignee right, title and interest in and to the Environmental Attributes. If the standards used to qualify the Environmental Attributes to which Customer is entitled under this Agreement are changed or modified, Provider shall, at Customer’s request and expense, use all reasonable efforts to cause the Environmental Attributes to comply with new standards as changed or modified. If Provider fails to act in good faith in completing documentation or taking actions reasonably requested by Customer, and such failure results in the loss of an Environmental Attribute that would otherwise be available, Provider shall reimburse Customer for the full amount of such lost Environmental Attribute. 5.2.2 Environmental Financial Incentives. All Environmental Financial Incentives and associated Reporting Rights available in connection with the System are retained and owned by Provider or its assignee. Customer shall take all reasonable measures to assist Provider in obtaining all Environmental Financial Incentives currently available or subsequently made available in connection with the System. At Provider’s request and expense, Customer shall execute all such documents and instruments reasonably necessary or desirable to effect or evidence Provider’s or its assignee right, title and interest in and to the Environmental Financial Incentives. If the standards used to qualify the Environmental Financial Incentives to which Provider is entitled under this Agreement are changed or modified, Customer shall, at Provider’s request and expense, use all reasonable efforts to cause the Environmental Financial Incentives to comply with new standards as changed or modified. If Customer fails to act in good faith in completing documentation or taking actions reasonably requested by Provider, and such failure results in the loss of an Environmental Financial Incentive that would otherwise be available, Customer shall reimburse Provider for the full amount of such lost Environmental Financial Incentive. 5.2.3 Customer shall not take any action or suffer any omission that would have the effect of impairing the value to the Provider of the Environmental Attributes or Environmental Financial Incentives. 5.2.4 Provider or its assignee will at all times retain all tax credits and related tax benefits (including depreciation) associated with the System. 13 6. Price and Payment. 6.1 Price. Customer shall pay Provider for the Energy provided pursuant to the terms of this Agreement at the rate per kWh (the “kWh Rate”) set forth in Schedule C for the Term of this Agreement, plus any adjustments required pursuant to Section 3.1.1, plus any additional amount required pursuant to Section 6.2. Notwithstanding the foregoing, in the event that Customer elects to renew this Agreement pursuant Section 10.3.1, Customer shall pay the Renewal Rate for Energy delivered during such renewal period. 6.2 Taxes. 6.2.1 Customer Taxes. Provider shall invoice Customer for, and Customer shall pay all sales, use, excise, ad valorem, transfer and other similar taxes (“Transfer Taxes”), but excluding in all events taxes based on or measured by net income, that are imposed by any taxing authority arising out of or with respect to the purchase or sale of the Solar Services (regardless of whether such Transfer Taxes are imposed on Provider or Customer), together with any interest, penalties or additions to tax payable with respect to such Transfer Taxes, unless such interest, penalties or additions to tax payable with respect to such Transfer Taxes are due to Provider’s failure to timely remit any such Transfer Taxes or to file any returns required by the appropriate taxing authority, and Provider shall indemnify and hold Customer harmless in such excepted cases. If Customer shall be required to by law to withhold or deduct any Transfer Taxes or other taxes imposed by any jurisdiction or any political subdivision from or in respect of any sum payable hereunder, the sum payable shall be increased as may be necessary so that, after taking all required deductions, Provider shall have received an amount equal to the sum it would have received had no such deductions been made. Provider will pay any ad valorem property tax imposed on the System by any taxing authority. 6.2.2 Provider Taxes. Provider will pay and hold harmless Customer from any sales or use tax imposed upon Customer arising from this Agreement, other than as set forth in the preceding Section 6.2.1, including but not limited to Provider's manufacture, installation and acquisition of the System. Provider will pay and hold harmless Customer from property tax, if any, assessed on (i) Provider’s use of the portion of the Site on which the System is installed, to the extent prescribed in the License; (ii) the System or Provider’s ownership, installation or use thereof; or (iii) any other aspect of this Agreement. Notwithstanding the foregoing, Customer shall pay and hold harmless Provider from sales and use taxes, if any, arising upon the transfer, if any, of both legal and beneficial ownership of the System to Customer pursuant to this Agreement. 6.3 Billing and Payment. Billing and payment for the Solar Services sold and purchased under this Agreement and any other amounts due and payable hereunder shall occur as follows: 14 6.3.1 Payments. Subject to adjustment in accordance with the following sentences of this Section 6.3.1, Customer shall pay to Provider for each Monthly Period during the Term within thirty (30) days after receipt of any invoice a payment for the Energy delivered by the System during each such Monthly Period equal to the product of (a) Monthly Production for the System for the relevant month multiplied by (b) the then applicable kWh Rate. Customer payments under Sections 6.3.1, above, shall be made by check to: Solar Star Co Co 1, LLC Attn: Commercial Asset Management Group c/o SunPower Capital Services, LLC 2900 Esperanza Crossing Austin, TX 78758 Payment may also be made by wire transfer of immediately available funds upon receipt of specific instructions by Provider. Upon receipt of written direction and instructions from Provider and Provider’s Financing Party, all payments to be made by the Customer to the Provider under this Agreement shall be made directly to the Provider’s Financing Party or its agent designated in a writing addressed to Customer from time to time. 6.3.2 Invoice Errors. Within thirty (30) days after receipt of any invoice, Customer may provide written notice to Provider of any alleged error therein (including any error resulting from Meter adjustments pursuant to Section 4.3.3). Customer shall pay all undisputed amounts, including the undisputed portion of any invoice, in accordance with the instructions set forth for payment under Section 6.3.1. If Provider notifies Customer in writing within thirty (30) days of receipt of such notice that Provider disagrees with the allegation of error in the invoice, the Parties shall meet, by telephone conference call or otherwise, within ten (10) days of Customer’s response for the purpose of attempting to resolve the dispute. 6.3.3 Late Payments. All payments hereunder shall be made without setoff or deduction. Any payment not made within the time limits specified in Section 6.3.1 shall bear interest from the date on which such payment was required to have been made through and including the date on which such payment is actually received by the Provider. Such interest shall accrue at a monthly rate equal to the lesser of the then prevailing prime rate of interest as published in The Wall Street Journal or the maximum interest rate permitted by Applicable Law. 7. General Covenants. 7.1 Provider’s Covenants. Provider covenants and agrees as follows: 7.1.1 Permits and Approvals. While performing this Agreement, Provider shall obtain and maintain all approvals, consents, licenses and permits from relevant Governmental Authorities, utility personnel, and (to the extent known to Provider) the Site’s owners, if Customer is not the owner of the Site, and other agreements and consents required to be obtained and maintained by Provider and to enable Provider to perform such work. Provider shall deliver copies of all permits and approvals obtained pursuant to this Section to Customer. 15 7.1.2 Health and Safety. Provider shall take all reasonably necessary safety precautions in performing this Agreement and shall comply in all material respects with all Applicable Laws pertaining to the safety of persons and real and personal property. 7.1.3 Removal of Liens. Provider shall not directly or indirectly cause, create, incur, assume or suffer to exist any mortgage, pledge, lien (including mechanics’, laborers’ or materialmen’s liens), charge, security interest, encumbrance or claim of any nature (“Liens”) on or with respect to the Site or any interest therein; provided that this Section 7.1.3 shall not limit Liens on the System. If Provider breaches its obligations under this Section, it shall immediately notify Customer in writing, shall promptly cause such Lien to be discharged and released of record without cost to Customer, and shall defend and indemnify Customer against all costs and expenses (including reasonable attorneys’ fees and court costs at trial and on appeal) incurred in discharging and releasing such Lien. 7.1.4 Provider Records. Provider shall keep complete and accurate records of its operations hereunder and shall maintain such data as may be necessary to determine with reasonable accuracy any item relevant to this Agreement. Customer has the right to examine all such records insofar as may be necessary for the purpose of ascertaining the reasonableness and accuracy of any statements of costs relating to transactions hereunder. 7.2 Customer’s Covenants. Customer covenants and agrees as follows: 7.2.1 Health and Safety. Customer shall at all times maintain the areas of the Site consistent with all Applicable Laws pertaining to the health and safety of persons and property. 7.2.2 Security. Customer shall provide and take reasonable measures for security of the System, including commercially reasonable monitoring of the Site’s alarms, if any. 7.2.3 Notice of Damage. Customer shall promptly notify Provider of any matters of which it becomes aware pertaining to any damage to or loss of the use of the System or that could reasonably be expected to adversely affect the System. 7.2.4 Liens. Customer shall not directly or indirectly cause, create, incur, assume or suffer to exist any Liens on or with respect to the System or any interest therein. Customer also shall pay promptly any taxes, charges or fees of whatever type of any relevant Governmental Authority for which Customer is responsible under Section 6.2 before a fine or penalty may attach to the System. If Customer breaches its obligations under this Section, it shall immediately notify Provider in writing, and shall promptly cause such Lien on or with respect to the System (including if such arises in favor of any third party claiming through Customer, such as a lender, mortgagee or encumbrancer of real property) to be removed, discharged and released of record without cost to Provider, and shall defend, indemnify and hold Provider harmless against all costs and expenses (including reasonable attorneys’ fees and court costs at trial and on appeal) incurred in removing, discharging and releasing such Lien. 16 7.2.5 Consents and Approvals. Customer shall obtain and maintain, and secure and deliver to Provider copies of, all consents, approvals, permits, licenses, and authorizations (or evidence that the project—including the System, and the work and Solar Services described in this Agreement—is exempt from the regulatory jurisdiction of local agencies (including zoning, building, and land-use requirements) or that all required local agency approvals and permits have been obtained) relating to the performance of Customer’s obligations and the rights granted by Customer hereunder, and that are required by the terms, conditions or provisions of any restriction or any agreement or instrument or statute to which Customer is a party or by which Customer is bound, including completing applications for interconnection with Customer’s local electric utility. Customer shall use best efforts to assist Provider in fulfilling Provider’s responsibilities under Section 7.1.1. In addition, as a condition precedent to the effectiveness of this Agreement, Customer covenants that it has obtained all discretionary and other approvals required in connection with the project from its governing board and all applicable Government Authorities and that such board or Governmental Authority complied with the California Environmental Quality Act; or, if no other discretionary approvals were required, such board or Governmental Authority approved this Agreement before it was executed. 7.2.6 Maintenance of Interconnection. Customer shall ensure that all of the facilities to which the Energy is delivered hereunder remain interconnected to the electrical grid during the entire Term, except as permitted under Section 4.5 and Section 9. 7.2.7 Solar Access. Customer shall ensure that the System remains free of overshadowing or other blocked access to sunlight during the Term, and it is acknowledged and agreed by the Parties that the foregoing is a material obligation of the Customer for the purposes of this Agreement. Customer will use best efforts to secure a solar easement for the Site to prevent other buildings, structures or flora from overshadowing or otherwise blocking access of the sunlight to the System. Provider shall provide assistance to Customer in seeking a solar easement; however, Customer shall bear all costs and expenses related to obtaining any such easement. 7.2.8 Customer Records. Customer shall keep complete and accurate records of its operations hereunder and shall maintain such data as may be necessary to determine with reasonable accuracy any item relevant to this Agreement. Provider shall have the right to examine all such records insofar as may be necessary for the purpose of ascertaining the reasonableness and accuracy of any statements of costs relating to transactions hereunder. 8. Insurance Requirements. 8.1 Provider’s General Liability Insurance. Provider shall maintain , at its sole expense, commercial general liability insurance, including products and completed operations and personal injury insurance, in a minimum amount of on e million dollars ($1,000,000) per occurrence and in the aggregate, endorsed to provide contractual liability in said amount, specifically covering Provider’s obligations under this Agreement and naming Customer as an additional insured. The minimum coverage amount of $1,000,000 per occurrence and in the aggregate may be satisfied by a combination of a general liability policy and an excess/umbrella liability policy. Provider, if it has employees, shall also maintain at all times during th e term of 17 this Agreement workers’ compensation insurance coverage in accordance with the applicable requirements of federal and state law. Within thirty (30) days after execution of this Agreement and upon Customer’s request annually thereafter, Provider shall deliver to Customer certificates of insurance evidencing such coverage, which shall specify that Customer shall be given at least thirty (30) days’ prior written notice by the applicable insurer in the event of any material modification, cancellation or termination of coverage, except ten (10) days for non- payment of premium. Such insurance shall be primary coverage without right of contribution from any insurance of Customer. 8.2 Customer’s Insurance. Customer shall provide and maintain “all-risk” property insurance covering the buildings on which the System is located during all periods (construction and operation) that Provider is the beneficial owner of the System, and naming Provider or its assignee as the loss payee. The System shall be insured for not less than its Termination Value. All such policies shall be with financially sound and reputable insurance companies that have an (i) A.M. Best rating of A+ and a financial strength category of “XII” or higher, (ii) a Standard & Poor’s financial strength rating of A+ or higher, or (iii) are otherwise reasonably satisfactory to the Provider or its assignee; and such policies shall be on terms that are reasonably satisfactory to the Provider or its assignee. Within thirty (30) days after execution of this Agreement and upon Provider’s request annually thereafter, Customer shall deliver to Provider certificates of insurance evidencing such coverage, which shall specify that Provider shall be given at least thirty (30) days’ prior written notice (10 days’ notice for cancellation due to nonpayment of premiums) by the applicable insurer in the event of any material modification, cancellation or termination of coverage. Such insurance shall be primary coverage without right of contribution from any insurance o f Provider. Notwithstanding the foregoing, Customer shall be entitled to self - insure all of its insurance requirements under this Agreement . 9. Force Majeure Events. If either Party is prevented from or delayed in performing any of its obligations under this Agreement by reason of a Force Majeure Event, such Party shall notify the other Party in writing as soon as practicable after the onset of such Force Majeure Event and shall be excused from the performance of its obligations under this Agreement to the extent that such Force Majeure Event interferes with such performance. The Party whose performance under this Agreement is prevented or delayed as the result of a Force Majeure Event shall use reasonable efforts to remedy its inability to perform. If a Party’s failure to perform its obligations under this Agreement is due to a Force Majeure Event, then such failure shall not be deemed a Provider Default or a Customer Default, as the case may be. In case a Force Majeure Event continues for at least one (1) year with respect to the System, then either Party may terminate this Agreement by written notice to the other. 18 10. Term; Customer Options; Termination. 10.1 Term. The term of this Agreement shall commence on the Effective Date and shall expire on the date that is twenty-five (25) years after the Commercial Operation Date (the “Expiration Date”), unless and until terminated earlier pursuant to Sections 3.1, 3.2, 3.3, 9, 10.2.3, 10.6 or 12 (the date of any such termination, the “Termination Date”, and the “Term” being such period of time commencing on the Effective Date and ending on the earlier of (i) the Termination Date, and (ii) the Expiration Date). 10.2 Customer Options Upon Cessation of Business Operations at Site. If, prior to the end of the Term, Customer ceases to conduct business operations at the Site, vacates the Site, or is prevented from allowing operation of the System on the Site: 10.2.1 Substitute Site. So long as Customer’s exercise of its rights under this Section 10.2.1 does not impair or reduce any Environmental Financial Incentives that may be available to the Provider, or otherwise have an adverse tax effect on Provider, or in the Provider’s sole discretion and determination, impair Provider’s ability to meet any and all obligations in connection with a Financing Party or a prospective financing transaction, Customer shall have the right to provide Provider with a mutually agreeable substitute Site located within the same utility district, subject to requisite governing agency approvals, to relocate the System, which agreement shall not be unreasonably withheld, or, if not available, in a location with similar solar insolation, utility rates, Environmental Attributes and Environmental Financial Incentives. Any such alternate Site shall have a similar demand charge profile as the Site. If such alternate Site is available and is acceptable to Provider, this Agreement shall be amended to delete the prior Site and add the new Site, but otherwise this Agreement shall remain in full force in accordance with its terms and shall not be deemed otherwise amended. Customer shall pay the reasonable costs arising in connection with the relocation(s) of the System, including removal costs, installation costs, any applicable interconnection fees, costs related to obtaining a site license or lease at the substitute site, other costs of deployment at the substitute Site, and amounts lost that would otherwise be payable under this Agreement due to such relocation(s) to Provider based on delivered Energy averaged over the prior twelve months for the System. 10.2.2 Move and Pay Option. So long as such event does not impair or reduce any Environmental Attributes or Environmental Financial Incentives, Customer may elect to pay or guarantee the payment of the remaining monthly amounts due under this Agreement to Provider, and cause the System to be kept in operation at the Site, in each case through the remainder of the Term. 10.2.3 Termination and Payment of Termination Value. If, beginning in the sixth year following the Commercial Operation Date, a substitute Site cannot be located in accordance with Section 10.2.1 with respect to the System and Customer elects not to avail itself of the provisions of Section 10.2.2 with respect to the System, then Customer shall so notify Provider, Provider shall remove the System (at Customer’s sole cost and expense) and Customer shall pay to Provider the then-applicable Termination Value specified in Column A of Schedule D 19 as liquidated damages, whereupon this Agreement shall terminate. The Parties agree that actual damages to Provider if this Agreement is terminated as contemplated in this Section 10.2 would be difficult to ascertain, and the applicable Termination Value is a reasonable approximation of the damages suffered by Provider as a result of early termination of this Agreement. 10.3 Customer Options Upon Expiration of Term. 10.3.1 Extension of Term. Upon prior written notice to Provider at least one-hundred eighty (180) days prior to the Expiration Date, Customer has the option to renew the term of this Agreement with respect to the System and Solar Services for one (1) additional three (3)-year period at the Renewal Rate. 10.3.2 Purchase of System. If Customer has not elected to renew the term of this Agreement in accordance with Section 10.3.1, Customer may purchase the System by providing Provider written notice of its intent to purchase the System no later than one-hundred and eighty (180) days prior to the Expiration Date, and paying Provider the Fair Market Value thereof no later than the relevant Expiration Date. The “Fair Market Value” of the System shall be the value determined by the mutual agreement of Customer and Provider within ten (10) days after receipt by Provider of Customer’s notice of its election to purchase the System. If Customer and Provider cannot mutually agree to a Fair Market Value, then the Parties shall jointly select a nationally recognized independent appraiser with whom the parties have discussed methods and assumptions, with experience and expertise in the solar photovoltaic industry to value such equipment. Such appraiser shall act reasonably and in good faith to determine the Fair Market Value and shall set forth such determination in a written opinion delivered to the Parties. The valuation made by the appraiser shall be binding on the Parties in the absence of fraud or manifest error. The costs of the appraisal shall be borne by the Parties equally. To the extent transferable, the remaining period, if any, on all warranties for the System will be transferred from Provider to Customer. If the Parties are unable to agree on the selection of an appraiser, such appraiser shall be jointly selected by the appraiser firm proposed by the Customer and the appraiser firm proposed by the Provider. Upon receipt by Provider of payment of the Fair Market Value, title to the System as well as available Environmental Attributes and Environmental Financial Incentives from the System shall transfer to Customer as-is, where-is. 10.3.3 Return of System. If at the end of a Term, or an Extension of Term pursuant to Section 10.3.1, Customer does not exercise any of the options described in Sections 10.3.1 and 10.3.2, Provider shall remove all of its tangible property comprising the System from the Site by a mutually convenient date but in no case later than one hundred eighty (180) days after the Expiration Date with respect to the System. The cost to remove the System shall be borne by the Provider. The portion of the Site on which the System was installed shall be returned to its original condition, except for ordinary wear and tear, and Provider shall leave the portion of the Site on which the System was installed in neat and clean order. 10.4 Customer Purchase Options Prior to Expiration Date. 10.4.1 On the later to occur of the sixth (6th) anniversary of the Commercial Operation Date, provided that no Customer Default shall have occurred and be continuing beyond any applicable period of cure, Customer may elect to purchase all, but not less than all, of the System. If Customer elects to so purchase the System, 20 the purchase price shall be the higher of the then Fair Market Value of the System (calculated in accordance with the definition of Fair Market Value set forth in Section 10.3.2 for the System, and such determination to be at Customer’s sole cost and expense), or the then-current Termination Value specified in Column A of Schedule D. Not less than one-hundred-and-eighty (180) days prior to the exercise of the purchase option for the System, Customer shall provide written notice to Provider of Customer’s exercise thereof. Upon the exercise of the foregoing purchase option plus receipt of the Value as determined in Section 10.4 above and all other amounts then owing by Customer to Provider, the Parties will execute all documents necessary to cause title to the System to pass to Customer as-is, where- is; provided, however, that Provider shall remove any encumbrances placed on the System by Provider at Customer’s expense. 10.4.2 On the later to occur of the fifteenth (15th) anniversary of the Commercial Operation Date, provided that no Customer Default shall have occurred and be continuing beyond any applicable period of cure, Customer may elect to purchase the System. If Customer elects to so purchase the System, the purchase price shall be the higher of the then Fair Market Value of the System (calculated in accordance with the definition of “Fair Market Value” set forth in Section 10.3.2 for the System, and such determination to be at Customer’s sole cost and expense), and the amount specified in Column A of Schedule D. Not less than one-hundred-and- eighty (180) days prior to the exercise of the purchase option for the System, Customer shall provide written notice to Provider of Customer’s exercise ther eof. Upon the exercise of the foregoing purchase option plus receipt of the Fair Market Value and all other amounts then owing by Customer to Provider, the Parties will execute all documents necessary to cause title to the System to pass to Customer as-is, where-is; provided, however, that Provider shall remove any encumbrances placed on the System by Provider at Customer’s expense. 10.5 Payment of Termination Value on Termination Date. In the event that the Termination Date has occurred for reasons other than pursuant to Sections 3.1.2., 10.6 or 12.1.1, Customer shall be required to pay to Provider the then-applicable Termination Value specified in Column A of Schedule D as liquidated damages. The Parties agree that actual damages to Provider in the event this Agreement terminates prior to the expiration of the Term for causes attributable to Customer would be difficult to ascertain, and the applicable Termination Value is a reasonable approximation of the damages suffered by Provider as a result of early termination of this Agreement. 10.6 Provider Termination. Provider shall have the right, in Provider’s sole and absolute discretion, to terminate this Agreement upon written notice if any of the following occurs: 10.6.1 at any time until construction of the System commences Provider determines in its sole discretion that it is unable to install the System at the Site; 21 10.6.2 if the occurrence of an unstayed order of a court or administrative agency has the effect of subjecting the sales of the Energy to federal or state regulation of the prices therefor and/or the delivery of the service; 10.6.3 the elimination or alteration of one or more Environmental Financial Incentives or other change in law that results in a material adverse economic impact on Provider; or 10.6.4 if the annual direct beam solar resource availability at the Site is less than or equal to 90% of historical averages as measured by long-term weather data (minimum of five (5) years) collected at the Site and/or other reliable calibrated and appropriate weather station representative of the Site. In the event of a Provider termination under this Section 10.6, Provider shall remove all of its tangible property comprising the System from the Site by a mutually convenient date but in no case later than one hundred eighty (180) days after the Termination Date. The cost to remove the System shall be borne by the Provider. The portion of the Site on which the System was installed shall be returned to its original condition, except for ordinary wear and tear, and Provider shall leave the portion of the Site on which the System was installed in neat and clean order. 11. Defaults. 11.1 Customer Default. The occurrence at any time of any of the following events shall constitute a “Customer Default”: 11.1.1 Failure to Pay. The failure of Customer to pay during the Term any amounts owing to Provider on or before the date on which such amounts are due and payable under the terms of this Agreement and Customer’s failure to cure such failure within fifteen (15) days after Customer receives written notice of each such failure from Provider; 11.1.2 Failure to Maintain Phone/Data Line. Unless due to a Force Majeure Event excused by Section 9, the failure of Customer to maintain and grant Provider access to the phone and other communications lines required to be maintained pursuant to Section 4.1.3 and Customer’s failure to cure such failure within twenty (20) business days after Customer receives written notice of such failure from Provider; provided that in any event if such failure shall continue for at least five (5) days after notice to Customer and shall result in lost revenue to Provider, Provider shall be entitled to reasonably estimate the amount of revenue that would have been obtained and shall invoice Customer therefor; 11.1.3 Failure to Perform Other Obligations. Unless due to (i) a Force Majeure Event excused by Section 9, or (ii) a breach of paragraph 2 of Section 2 (License), the failure of Customer to perform or cause to be performed any other material obligation required to be performed by Customer under this Agreement, or the failure of any representation, covenant, or warranty set forth herein to be true and correct as and when made; provided, however, that if such failure by its nature can be cured, then Customer shall have a period of thirty (30) business 22 days after receipt of written notice from Provider of such failure to Customer to cure the same and a Customer Default shall not be deemed to exist during such period; provided, further, that if Customer commences to cure such failure during such period and is diligently and in good faith attempting to effect such cure, said period shall be extended for one hundred twenty (120) additional days; 11.1.4 Bankruptcy, Etc. (a) Customer admits in writing its inability to pay its debts generally as they become due; (b) Customer files a petition or answer seeking reorganization or arrangement under the federal bankruptcy laws or any other applicable law or statute of the United States of America or any State, district or territory thereof; (c) Customer makes an assignment for the benefit of creditors; (d) Customer consents to the appointment of a receiver of the whole or any substantial part of its assets; (e) Customer has a petition in bankruptcy filed against it, and such petition is not dismissed within ninety (90) days after the filing thereof; (f) a court of competent jurisdiction enters an order, judgment, or decree appointing a receiver of the whole or any substantial part of Customer’s assets, and such order, judgment or decree is not vacated or set aside or stayed within ninety (90) days from the date of entry thereof; or (g) under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of the whole or any substantial part of Customer’s assets and such custody or control is not terminated or stayed within ninety (90) days from the date of assumption of such custody or control; or 11.1.5 Failure of Site Access. A breach by Customer of the License occurs and Customer fails to cure such breach within five (5) days after Customer receives written notice of such breach from Provider. 11.2 Provider Default. The occurrence at any time of the following event shall constitute a “Provider Default”: 11.2.1 Failure to Perform Obligations. Unless due to a Force Majeure Event excused by Section 9, the failure of Provider to perform or cause to be performed any obligation required to be performed by Provider under this Agreement or the failure of any representation and warranty set forth herein to be true and correct as and when made; provided, however, that if such failure by its nature can be cured, then Provider shall have a period of thirty (30) business days after receipt of written notice from Customer of such failure to Provider to cure the same and a Provider Default shall not be deemed to exist during such period; provided, further, that if Provider commences to cure such failure during such period and is diligently and in good faith attempting to effect such cure, said period shall be extended for one-hundred twenty (120) additional days; or 11.2.2 Bankruptcy, Etc. (a) Provider admits in writing its inability to pay its debts generally as they become due; (b) Provider files a petition or answer seeking reorganization or arrangement under the federal bankruptcy laws or any other applicable law or statute of the United States of America or any State, district or territory thereof; (c) Provider makes an assignment for the benefit of creditors; (d) Provider consents to the appointment of a receiver of the whole or any substantial part of its assets; (e) Provider has a petition in bankruptcy filed against it, and such petition is not dismissed within ninety (90) days after the filing thereof; (f) a 23 court of competent jurisdiction enters an order, judgment, or decree appointing a receiver of the whole or any substantial part of Provider’s assets, and such order, judgment or decree is not vacated or set aside or stayed within ninety (90) days from the date of entry thereof; or (g) under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of the whole or any substantial part of Provider’s assets and such custody or control is not terminated or stayed within ninety (90) days from the date of assumption of such custody or control. 12. Remedies Following Default. 12.1 Customer’s Remedies Upon Occurrence of a Provider Default. 12.1.1 Termination. If a Provider Default has occurred and is continuing, then Customer may terminate this Agreement by providing written notice to Provider thereof, and this Agreement shall terminate and be of no further force or effect as of the date of the notice according to Section 14.1. 12.1.2 Other Rights and Remedies. If any Provider Default described under Section 11.2 has occurred and Customer has terminated this Agreement as a result thereof in accordance with the terms of Section 12.1.1 above, then, subject to Section 12.3, Provider shall pay to Customer an amount not to exceed the then-present value (discounted at the prevailing prime rate of interest as published in The Wall Street Journal on the day preceding the date of determination) of (a) the cash flows equal to the product of (i) the positive difference, if any, of the price per kWh for commercially available, utility-provided energy in the applicable market(s) (which shall not include related charges such as delivery, service, distribution, or taxes) minus the kWh Rate of Energy hereunder (as such kWh Rate would have been escalated over time pursuant to the terms hereof) hereof, multiplied by (ii) the number of days remaining in the term of th is Agreement had it not been terminated times the expected daily number of kWh of Energy to be delivered under this Agreement, calculated by dividing the Estimated Year 1 Production set forth in Schedule B, adjusted for as-built System, by 365. Provider’s payment to Customer of the amounts set forth in this Section 12.1.2 shall not in any way limit the other remedies at law or in equity that Customer may pursue as damages for Provider’s breach of this Agreement; provided, however, that such damages pursued by Customer are subject to the limitation provisions of Sections 12.3 and 12.5. 12.2 Provider’s Remedies Upon Customer Default. In addition to any other remedies available under this Agreement or at law, if a Customer Default has occurred and is continuing, then Provider may terminate this Agreement by providing written notice to Customer thereof, and this Agreement shall terminate and be of no further force or effect as of the date of the notice according to Section 14.1 and Provider shall have the right to (a) cause Customer to pay (and Customer shall have the obligation to pay to Provider) the applicable Termination Value set forth in Column A of Schedule D and (b) enter onto the Site and remove the System in accordance with the last sentence of Section 10.2.3. 24 12.3 No Consequential Damages. Nothing in this Agreement is intended to cause either Party to be, and neither Party shall be, liable to the other Party for any lost business, lost profits or revenues from others or other special or consequential damages, all claims for which are hereby irrevocably waived by Customer and Provider. Notwithstanding the foregoing, none of the payments for the Energy or any other amount specified as payable by Customer to Provider under the terms of this Agreement upon the termination of this Agreement shall be deemed consequential damages 12.4 Effect of Termination of Agreement. Upon the Termination Date or the Expiration Date, as applicable, any amounts then owing by a Party to the other Party shall become immediately due and payable and the then future obligations of Customer and Provider under this Agreement shall be terminated (other than the indemnity obligations set forth in Section 13). Such termination shall not relieve either Party from obligations accrued prior to the effective date of termination or expiration. 12.5 Limitation of Liability. THE TOTAL LIABILITY OF A PARTY TO THE OTHER PARTY FOR ALL CLAIMS OR SUITS OF ANY KIND, WHETHER BASED UPON THIS AGREEMENT, TORT (INCLUDING NEGLIGENCE BUT EXCLUDING THIRD PARTY TORT CLAIMS FOR PERSONAL INJURY OR PROPERTY DAMAGE ARISING FROM THE PERFORMANCE OF THIS AGREEMENT), WARRANTY, STTRICT LIABILITY OR OTHERWISE, FOR ANY LOSSES, DAMAGES, COSTS OR EXPENSES OF ANY KIND WHATSOEVER ARISING OUT OF, RESULTING FROM OR RELATED TO THE PERFORMANCE OR BREACH OF THIS AGREEMENT SHALL, UNDER NO CIRCUMSTANCES, EXCEED $730,546, PROVIDED THAT THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO (A) LIABILITY FOR FRAUD OR WILLFUL MISCONDUCT OF ANY PERSON; (B) LIABILITY UNDER THE INDEMNIFICATION PROVISIONS OF THIS AGREEMENT FOR CLAIMS OF THIRD PARTIES FOR PERSONAL INJURY OR PROPERTY DAMAGE ARISING FROM THIS AGREEMENT; OR (C) PAYMENT OF THE KWH RATE. THE LIMITATION OF LIABILITY PROVIDED FOR HEREIN SHALL NOT BE USED TO LIMIT OR REDUCE ANY AVAILABLE INSURANCE. 13. Indemnification. 13.1 Indemnification by Provider. Provider shall fully indemnify, save harmless and defend Customer from and against any and all costs, claims, and expenses incurred by Customer in connection with or arising from any claim by a third party for physical damage to or physical destruction of property, or death of or bodily injury to any Person, but only to the extent caused by (a) the negligence or willful misconduct of Provider or its agents or employees or others under Provider’s control in performing this Agreement, and 25 (b) a Provider Default under this Agreement; provided, however, that nothing in this Section 13.1 is intended to modify the limitation of Provider’s liability set forth in Section 12.3 above; provided further that to the extent Customer recovers such damages, losses and expenses under any insurance policy, Customer shall reimburse any payment made by Provider under this indemnity. 13.2 Indemnification by Customer. Without limiting the provisions of Section 8, Customer shall fully indemnify, save harmless and defend Provider or its assignees and successors from and against any and all costs, claims, and expenses incurred by Provider in connection with or arising from any claim by a third party for physical damage to or physical destruction of property, or death of or bodily injury to any Person, but only to the extent caused by (a) the negligence or willful misconduct of Customer or its agents or employees or others under Customer’s control at the Site or (b) a Customer Default hereunder; provided, however, that nothing in this Section 13.2 is intended to modify the limitation of Customer’s liability set forth in Section 12.3 above; provided further that to the extent Provider recovers such damages, losses and expenses under any insurance policy, Provider shall reimburse any payment made by Customer under this indemnity. 13.3 Notice of Claims. Any Party seeking indemnification hereunder (the “Indemnified Party”) shall deliver to the other Party (the “Indemnifying Party”) a 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 after the Indemnified Party receives notice that an action at law or a suit in equity has commenced; provided, however, that failure to deliver the Claim Notice as aforesaid shall not relieve the Indemnifying Party of its obligations under this Section 13, except to the extent that such Indemnifying Party has been prejudiced by such failure. 13.4 Defense of Action. If requested by an 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 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 Section 13 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 26 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. 13.5 Survival of Provisions. The provisions of this Section 13 shall survive the expiration or termination of this Agreement. 14. Miscellaneous Provisions. 14.1 Notices. All notices, communications and waivers under this Agreement shall be in writing and shall be (a) delivered in person or (b) mailed, postage prepaid, either by registered or certified mail, return receipt requested or (c) sent by reputable overnight express courier, addressed in each case to the addresses set forth below, or to any other address either of the parties to this Agreement shall designate in a written notice to the other Party: If to Provider: Solar Star Co Co 1, LLC c/o SunPower Corporation 1414 Harbour Way South, Suite 1901 Richmond, CA 94804 Attention: Julie Williamson, Project Administration Phone:510-540-0550 Fax:510-540-0552 If to Customer: Contra Costa County Public Works Dept. Capital Projects Management Division Attn: Energy Manager 40 Muir Road Martinez, CA 94553Phone: 925-313-2000 Fax: 925-313-2333 All notices sent pursuant to the terms of this Section 14.1 shall be deemed received (i) if personally delivered, then on the date of delivery, (ii) if sent by reputable overnight, express courier, then on the next business day immediately following the day sent, or (iii) if sent by registered or certified mail, then on the earlier of the third (3rd) business day following the day sent or when actually received. 27 14.2 Authority. 14.2.1 Provider Representations. Provider hereby represents and warrants that: (a) It is a Delaware limited liability company duly organized, validly existing and in good standing under the laws of the state of its formation and has all requisite limited liability company power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby; (b) The execution and delivery of this Agreement and the performance of its obligations hereunder have been duly authorized by all necessary limited liability company action; (c) This Agreement is a legal, valid and binding obligation of Provider enforceable against Provider in accordance with its terms, subject to the qualification, however, that the enforcement of the rights and remedies herein is subject to (i) bankruptcy and other similar laws of general application affecting rights and remedies of creditors and (ii) the application of general principles of equity (regardless of whether considered in a proceeding in equity or at law); (d) To the best knowledge of Provider, as of the date of execution hereof, no governmental approval (other than any governmental approvals that have been previously obtained or disclosed in writing to Customer) is required in connection with the due authorization, execution and delivery of this Agreement by Provider or the performance by Provider of its obligations hereunder which Provider has reason to believe that it will be unable to obtain in due course on or before the date required for Provider to perform such obligations; and (e) Neither the execution and delivery of this Agreement by Provider nor compliance by Provider with any of the terms and provisions hereof (i) conflicts with, breaches or contravenes the provisions of the articles of formation or operating agreement of Provider or any contractual obligation of Provider or (ii) results in a condition or event that constitutes (or that, upon notice or lapse of time or both, would constitute) an event of default under any material contractual obligation of Provider. 14.2.2 Customer Representations. Customer hereby represents and warrants that: 28 (a) It is a political subdivision of the State of California, validly existing and in good standing under the laws of the state of its formation and has all requisite power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby; (b) The execution and delivery of this Agreement and the performance of its obligations hereunder have been duly authorized by all necessary governmental action; (c) This Agreement is a legal, valid and binding obligation of Customer enforceable against Customer in accordance with its terms, subject to the qualification, however, that the enforcement of the rights and remedies herein is subject to (i) bankruptcy and other similar laws of general application affecting rights and remedies of creditors and (ii) the application of general principles of equity (regardless of whether considered in a proceeding in equity or at law); (d) No governmental approval (other than any governmental approvals which have been previously obtained or disclosed in writing to Provider) is required in connection with the due authorization, execution and delivery of this Agreement by Customer or the performance by Customer of its obligations hereunder which Customer has reason to believe that it will be unable to obtain in due course; (e) Neither the execution and delivery of this Agreement by Customer nor compliance by Customer with any of the terms and provisions of this Agreement results in a condition or event that constitutes (or that, upon notice or lapse of time or both, would constitute) an event of default under any contractual obligation of Customer; (f) Customer has not entered into any contracts or agreements with any other person regarding the provision of the services at the Site contemplated to be provided by Provider under this Agreement; and (g) None of the electricity to be generated by the Provider will be used to generate energy for the purpose of heating a swimming pool. 14.3 Assignment 14.3.1 Provider Assignment. 29 Provider may assign this Agreement upon written notice thereof to Customer, provided that any such assignment shall be to an assignee capable of performing Provider’s obligations hereunder. Provider may, without any consent of Customer, sell, transfer, assign or pledge (or grant security interests in) its rights, title and interest in this Agreement, and/or any monies due under this Agreement to a Financing Party, in connection with any financing for the ownership, acquisition, construction, operation or use of the System. 14.3.2 Customer Assignment. Customer shall not assign all or any part of this Agreement to any entity other than an affiliate of Customer without the prior written consent of the Provider, which shall not be unreasonably withheld. Customer may not assign this Agreement to any Person, including an affiliate, with a credit rating lower than that of Customer without providing matching credit support in the form of cash, letter(s) of credit, or other security reasonably acceptable to Provider. Any assignment by the Customer not permitted under this Section 14.3 shall be void ab initio. In the event that Customer decides to sell or otherwise transfer the Site or a portion thereof upon which the System is located, Customer may (i) with Provider’s prior written consent, which will not be unreasonably withheld or delayed, assign this Agreement to the Site purchaser who shall assume all of Customer’s obligations under this Agreement and Provider shall release Customer from any further liability associated with this Agreement, or (ii) terminate this Agreement by paying Provider the Termination Value applicable to the date of termination. Upon payment of the Termination Value, the Parties will execute all documents necessary to cause title to the System to pass to Customer as-is, where-is. The Customer does not have the present intention of making any transfer of the Site or that portion of the Site on which the System is located; provided, however, nothing herein shall prohibit Customer from making any transfer of the Site or any portion thereof on which System is located, subject to the provisions set forth above. 14.4 Successors and Assigns. The rights, powers and remedies of each Party shall inure to the benefit of such party and its successors and permitted assigns. 14.5 Entire Agreement. This Agreement (including all exhibits and schedules attached hereto) represent the entire agreement between the parties to this Agreement with respect to the subject matter hereof and thereof and supersede all prior and contemporaneous oral and prior written agreements. 30 14.6 Amendments to Agreement. This Agreement shall not be amended, modified or supplemented without the written agreement of Provider and Customer at the time of such amendment, modification or supplement. 14.7 Waivers; Approvals. No waiver of any provision of this Agreement shall be effective unless set forth in writing signed by the Party making such waiver, and any such waiver shall be effective only to the extent it is set forth in such writing. Failure by a Party to insist upon full and prompt performance of any provision of this Agreement, or to take action in the event of any breach of any such provisions or upon the occurrence of any Provider Default or Customer Default, as applicable, shall not constitute a waiver of any rights of such Party, and, subject to the notice requirements of this Agreement, such Party may at any time after such failure exercise all rights and remedies available under this Agreement with respect to such Provider Default or Customer Default. Receipt by a Party of any instrument or document shall not constitute or be deemed to be an approval of such instrument or document. Any approvals required under this Agreement must be in writing, signed by the Party whose approval is being sought. 14.8 Partial Invalidity. In the event that any provision of this Agreement is deemed to be invalid by reason of the operation of Applicable Law, Provider and Customer shall negotiate an equitable adjustment in the provisions of the same in order to effect, to the maximum extent permitted by law, the purpose of this Agreement (and in the event that Provider and Customer cannot agree then such provisions shall be severed from this Agreement) and the validity and enforceability of the remaining provisions, or portions or applications thereof, shall not be affected by such adjustment and shall remain in full force and effect. 14.9 Execution in Counterparts. This Agreement may be executed in counterparts, and all said counterparts when taken together shall constitute one and the same Agreement. 14.10 Governing Law; Jurisdiction; Forum. This Agreement shall be governed by and construed in accordance with the internal laws of the State of California. Customer irrevocably agrees that any action, suit or proceeding by or among Provider and Customer may be brought in whichever of the Superior Courts of the State of California, Alameda County, or the Federal Court for the Northern District of California, has subject matter jurisdiction over the dispute and waives any objection that Customer may now or hereafter have regarding the choice of forum whether on personal jurisdiction, venue, forum non conveniens or on any other ground. Customer irrevocably consents to the service 31 of process outside of the territorial jurisdiction of such courts by mailing copies thereof by registered or certified mail, postage prepaid, to Customer’s address set forth herein with the same effect as if Customer were a resident of the State of California and had been lawfully served in such state. Nothing in this Agreement shall affect the right to service of process in any other manner permitted by law. 14.11 Attorneys’ Fees. If any action shall be instituted between Customer and Provider in connection with this Agreement, the Party prevailing in such action shall be entitled to recover from the other Party all of its reasonable costs and expenses incurred in connection with such action by arbitration or other legal proceeding, including reasonable attorneys’ fees. 14.12 No Third Party Rights. This Agreement is only for the benefit of the parties to this Agreement, their successors and permitted assigns (including any lender or lessor of Provider) and Persons expressly benefited by the indemnity provisions of this Agreement. No other Person (including, without limitation, tenants of the Site) shall be entitled to rely on any matter set forth in, or shall have any rights on account of the performance or non-performance by any Party of its obligations under, this Agreement. 14.13 Treatment of Additional Amounts. The Parties hereto acknowledge and agree that Customer’s payment of the Termination Value constitute liquidated damages and not penalties. The Parties further acknowledge that in the case of the payment of the Termination Value: (a) the amount of loss or damages likely to be incurred is incapable or is difficult to precisely estimate, (b) the amounts specified hereunder bear a reasonable proportion and are not plainly or grossly disproportionate to the probable loss likely to be incurred by Customer or Provider as the case may be and (c) the Parties are sophisticated business parties and have been represented by legal counsel and negotiated this Agreement at arm’s length. 14.14 No Agency. This Agreement is not intended, and shall not be construed, to create any association, joint venture, agency relationship or partnership between the Parties or to impose any such obligation or liability upon either Party. Neither Party shall have any right, power or authority to enter into any agreement or undertaking for, or act as or be an agent or representative of, or otherwise bind, the other Party. 32 14.15 No Public Utility. Nothing contained in this Agreement shall be construed as an intent by Provider to dedicate its property to public use or subject itself to regulation as a “public utility” (as defined in the California Public Utilities Code or any other Applicable Law). 14.16 No Recourse to Affiliates. This Agreement is solely and exclusively between the Parties, and any obligations created herein on the part of either Party shall be the obligations solely of such Party. 14.17 Cooperation with Financing. Customer acknowledges that Provider may be financing the Solar Services and the System and Customer agrees that it shall reasonably cooperate with Provider and its financing parties in connection with such financing, including (a) the furnishing of information related to the System and this Agreement, and (b) the giving of a Financing Party acknowledgment in the form attached hereto as Exhibit B (each, a “Consent”); provided, that the foregoing undertaking shall not obligate Customer to materially change any rights or benefits, or materially increase any burdens, liabilities or obligations of Customer, under this Agreement except for providing notices and additional cure periods to a Financing Party with respect to events of default by Provider under this Agreement pursuant to the terms of the Consent. 14.18 Setoff. Except as otherwise set forth herein, each Party reserves to itself all rights, setoffs, counterclaims and other remedies and/or defenses to which it is or may be entitled, arising from or out of this Agreement. 14.19 Service Contract. The Parties intend this Agreement to be treated as a service contract within the meaning of Section 7701(e)(3) of the Code. 15. Confidential Information. 15.1 Each Party (the “Receiving Party”) shall not use for any purpose other than performing its obligations under this Agreement, or divulge, disclose, produce, publish, or permit access to, without the prior written consent of the other Party (the “Disclosing Party”), any Confidential Information of the Disclosing Party. As used herein, the term “Confidential Information” means information or materials prepared in connection with this Agreement, designs, drawings, specifications, techniques, models, data, documentation, source code, object code, diagrams, flow charts, research, development, processes, procedures, know-how, manufacturing, development or marketing techniques and materials, development or marketing timetables, strategies and development plans, customer, supplier or personnel names and other information related to customers, 33 suppliers or personnel, pricing policies and financial information, and other information of a similar nature, whether or not reduced to writing or other tangible form, and any other trade secrets. Confidential Information does not include (a) information known to the Receiving Party prior to obtaining the same from the Disclosing Party; (b) information in the public domain at the time of disclosure by the Receiving Party; or (c) information obtained by the Receiving Party from a third party who did not receive same, directly or indirectly, from the Disclosing Party. The Receiving Party shall use the higher of the standard of care that the Receiving Party uses to preserve its own Confidential Information or a reasonable standard of care to prevent unauthorized use or disclosure of such Confidential Information. Notwithstanding anything herein to the contrary, the Receiving Party has the right to disclose Confidential Information without the prior written consent of the Disclosing Party: (i) as required by any court or other Governmental Authority, or by any stock exchange on which the shares of any Party are listed, (ii) as otherwise required by law, (iii) as advisable or required in connection with any government or regulatory filings, including without limitation, filings with any regulating authorities covering the relevant financial markets, (iv) to its attorneys, accountants, financial advisors or other agents, in each case bound by confidentiality obligations, (v) to banks, investors and other financing sources and their advisors, in each case bound by confidentiality obligations; or (vi) in connection with an actual or prospective merger or acquisition or similar transaction where the party receiving the Confidential Information is bound by confidentiality obligations. If a Receiving Party believes that it will be compelled by the law or a court or other Governmental Authority to disclose Confidential Information of the Disclosing Party, it shall give the Disclosing Party prompt written notice, and in all cases not less than five (5) business days’ notice in advance of disclosure, so that the Disclosing Party may determine whether to take steps to oppose such disclosure. 16. Estoppel Certificate. Either Party hereto, without charge, at any time and from time to time, within twenty (20) 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 relevant person, firm or corporation specified by such requesting party: a) If true and correct, 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; b) 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 c) 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. 2 [THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK] [Signature Page to SPWR – Contra Costa County PPA] IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date set forth above. PROVIDER: SOLAR STAR CO CO 1, LLC By: SunPower AssetCo, LLC Its member By: Name: Title: CUSTOMER: CONTRA COSTA COUNTY By: Name: Title: A-1 EXHIBIT A SYSTEM DESIGN AND CONSTRUCTION This Exhibit A sets forth the design, engineering and construction specifications for the System, as well as assumptions being made by the Provider regarding the existing condition at the Site, including but not limited to the building roof, building structure, ground conditions, electrical system including panels, inverter installation location, and security fencing. Capitalized terms used herein and not otherwise defined have the meaning given in the Agreement to which this exhibit is attached. 1. SYSTEM LOCATION AND DESCRIPTION: Descriptions of the site and system are located in Schedule A (Description of Site) and Schedule B (Description of System) of the Agreement. 2. PROJECT SCHEDULE: PORTFOLIO MILESTONES Tranche Contract Approval Date Commercial Operation Date 1000 Ward 1 6-18-2019 6/24/2020 30/40 Muir 1 6-18-2019 5/24/2020 597 Center 1 6-18-2019 6/13/2020 595 Center 2 6-18-2019 10/26/2020 50 Douglas 2 6-18-2019 9/22/2020 30 Douglas 2 6-18-2019 10/30/2020 2530 Arnold 3 6-18-2019 12/14/2020 4545 Delta Fair 3 6-18-2019 12/21/2020 4549 Delta Fair 3 6-18-2019 11/24/2020 1305 MacDonald 3 6-18-2019 12/21/2020 3. SCOPE OF WORK: System Design & Scope Design Documentation Provider shall provide comprehensive submittal packages for the 30% and 90% design sets as detailed below. Changes to 30% Customer approved drawings (scope lock) could result a change order. At a minimum, each submittal package shall include the elements required to convey in sufficient detail the following for each phase of the design: A-2 Submittal Requirement 30% Design Set 90% Design Set 1 Cover Sheet, with Content, Project Details, Directory, etc. X X 2 PV System Sizes & Production Estimates. X X 3 Overall Site Plan with PV Array Names, Conduit Routes, Tree/Light Removal, etc. X X 4 Electrical Site Plan Drawings & General Conduit Routing. X X 5 Electrical Single Line Diagrams. X X 6 Demolition Plans. X 7 Structural Drawings. X 8 Equipment Pad locations. X X 9 Mounting Details. X 10 Signage, Trenching, Installation, and Grounding Details. X 11 Monitoring System Details. X 13 Construction Schedule. Prelim Detailed 14 Manufacturer’s Cut Sheets with Equipment Specifications X 15 Civil Drawings (if applicable) X 16 Fire Access Plans X 17 Carport Lighting Plans X Production modeling of the PV system shall accurately simulate energy production for proposed system layouts, sizes, and orientation. Provider shall be responsible for updating the production models each time significant changes are made to the proposed system designs that will impact production. Solar Electrical Equipment and Conductors Conductors will be aluminum or copper according to Electrical Engineer of Record’s determination. AC feeder length from panel boards to equipment pad location and from equipment pad location to electrical tie-in is identified on the array layout drawings. AC feeder lengths from electrical equipment pad location to assumed point of interconnection, and length assumptions with equipment amperage ratings are shown on the single line drawing. Transformers are 480V:12kV, non-Dry-type by manufacturer of Provider’s choosing. Secondary containment is not included in the scope of the project. Battery Energy Storage System Requirements For sites with storage to be installed: A-3 • 13.5’ by 11’ minimum required area per storage unit. Area required includes storage unit, concrete pad, and clearance zone in front of units. • Storage unit must be located in an area free of combustible materials (nearby foliage and trees would need to be removed). • Storage unit must be separated from public foot traffic with a fence and must be separated from vehicle traffic with bollards. • Crane rental required to land up to 24,500 lb units. Location of units must accommodate both crane and semi-trailer truck access. • PVS5 DAS, Auxiliary Box, Energy Storage System, and all Accuvim meters (Site meter, PV output meter, and Storage meter) must all be located such that hardlined communication lines can connect these devices to the same Local Area Network. CAT5e/6 cable is preferred means of connection between all devices, which has a 330’ distance limit. Runs longer than 330’ will require additional equipment to accommodate. Utility Interconnection Coordination of shutdown may be required with Customer and local utility. Temporary power generators are excluded. Interconnection is scheduled for a minimum of 4 hours and is assumed to be performed during off-hours with prior written approval from Customer. Additional shutdowns will be required in order to assess physical condition of Customer’s switchgear. The utility will have 24/7 access to existing electric utility meters and the utility lockable disconnect locations for all electrical interconnections related to this project. Utility Requirements A cost of $172,012.58 is included for utility required electrical upgrades for the System at 30 Douglas Dr., Martinez, CA, as reflected in Pacific Gas & Electric’s Supplemental Review, Notification # 114209530; additional utility-required electrical equipment upgrades or replacements are not included. Any costs and / or schedule delays associated with unforeseen utility interconnection requirements, including but not limited to utility-owned equipment upgrades or additions, relay protection equipment external to the inverters, system impact studies, or telemetry requirements and interconnection studies are not included in this proposal. Facility Equipment Utility required circuit breaker coordination studies are not assumed for this project. A short-circuit coordination study is not included for this project. A-4 Solar system includes all standard interconnection related equipment on the Customer side of the meter, including panel circuit breakers, utility and/or visible utility lockable disconnect switches, solar metering, conduit, and wiring. Additional Customer-side protection required by the utilities above that provided by the certified inverters is not included. If harmonic data of the site is not available, Provider shall assume that the Harmonic data are within the acceptable limits of the Institute for Electrical and Electronics Engineers (IEEE) Standard 519. Soils and Structural Foundations Foundation assumptions are as follows for system options: • Drilled cast-in-place, 30” round caisson, 12’ Deep, approximately 2.5’ above grade, depending on existing topography. • Requirements for dewatering, sub grade rock removal, or other unforeseen conditions are not included. Canopy Structure Design Carport Canopies are at 10 degree tilt with 11 ft clear height. Roof Conditions Provider assumes no upgrading of the building structures or canopies will be required to support the added live and dead loads from the photovoltaic installation and rooftop equipment, or to resist added lateral or seismic loads. Modifications to the roof system and design and construction of supports, upgrades to the building structure or platforms are not included. Anchor and ballast counts are based on the wind load gradient method developed by Cermak Peterka Petersen, Inc, (CPP ) and SunPower, based on the CPP wind tunnel testing results presented in CPP’s report “CPP7979_SunPowerEWSystem_REP_SOL_R08” dated May 17th, 2018. Increased anchor and ballast counts resulting from other design methods will be the responsibility of the client. Site Name Anchor Count 30 Muir 71 595 center 27 50 Douglas 90 1000 Ward 170 597 Center 33 A-5 Provider is not responsible for normal wear and tear associated with the installation of the solar system. Provider reserves the right to inspect the roof to verify its condition. In addition, Provider may offer recommendations to the Customer on modifications to the roof system to improve its serviceability. Customer is responsible for any and all modifications to the roof system. Modifications of roof systems fall into four categories: • Modifications to improve roof condition / serviceability / useful life. • Modifications required by roofing manufacturer prior to installation of PV system on their roof system. (e.g. slip sheets, strapping, etc.) • Modifications required by Provider to make the roof a suitable substrate for the installation of PV. (e.g. air seals, batten bars, etc.) • 3rd party engineering and insurance company requirements. • Proposal assumes Customer-provided information accurately represents the existing site and roof conditions. This includes but is not limited to as-built drawings, roof reports, structural drawings, roof maintenance history, and roof warranty information. Failure to provide as-built drawings and structural drawings will cause schedule delay and added expense for acquisition of documentation through local authority having jurisdiction (“AHJ”). Provider is not responsible for additional costs or schedule delays. Drainage Special drainage requirements and/or drainage design and interconnection to Customer’s existing storm drain system or any other storm drain discharge system are not included. Carport designs do not include structural roof deck for storm water collection or protection. Permits Permit Provider Permit Customer Permit Cost Allocation Allotted Time following Application Building X Fire X Electrical X Conditional Use Permit NA Environmental Control NA Storm Water NA Soil Erosion and Sediment Control NA Environmental Impact Report (CEQA) NA Army Corps of Engineers NA Wetlands NA Water Quality NA Archeological NA A-6 Endangered Species NA Water Rights NA Mineral Rights NA Redevelopment Agency NA FAA Approvals NA Permit Allowance Schedule Site Allowance for Permit 1000 Ward St $3,000 30 Douglas Dr $10,000 50 Douglas Dr $5,000 30/40 Muir Dr $5,000 597 Center Ave $2,500 595 Center Ave $7,000 2530 Arnold Dr $6,000 4545 Delta Fair Blvd $5,000 4549 Delta Fair Blvd $2,500 1305 Macdonald $3,000 All other permits/approvals are excluded. Provider includes durations of 50 days for procuring permit and regulatory approvals (per project ). Provider will not be responsible for construction delays caused by permit and approval requirements from local jurisdictions or regulatory review bodies. Any delays in procuring permits will result in a day-for-day construction schedule extension. Shading The design is based on existing visual conditions on site. Removal of trees or other obstructions to install the solar arrays and system components is included as reflected in the Tier 1 array layouts. Trees and/or other obstructions identified for removal or trimming by Customer must be removed or trimmed prior to substantial completion or performance expectations/guarantees will require adjustment which will be handled as a change to the contract. At Substantial Completion an as-built shade study and performance simulation will be completed to ensure accuracy of initial shading assumptions. A-7 Painting Galvanization of canopy columns and primary beams only is included. All other metallic materials are either factory-finished or non-corrosive. Paiting of wall-mounted conduits is not included. Landscaping Site landscaping (e.g. plant restoration or long term weed abatement) is not included. Irrigation repair and reconfiguration caused by foundation or underground construction is not included. Fencing A 6-0’ galvanized, 9 gauge, 2” mesh fencing and chain link fence-with gate around perimeter electrical equipment pad locations is included. Special provisions for privacy slats, special hardware, lock sets, small fabric, etc. are not included. 4” bollards are included only in areas subject to vehicle impact. Additional bollards required by utility or other entities are excluded. Labor Project Labor Agreement Provider shall cause its project contractor to to enter into Customer’s project labor agreement among Customer, the project contractor, and all subcontrators thereof working on the project (the “PLA”). Overtime and special shift requirements Overtime and special shift requirements are not included, based on schedule submitted with this proposal, except for the interconnection work if shutdown is required. Project hours are based on Monday through Friday 7am – 5pm. Prevailing Wages Provider shall pay prevailing wages for the project per the PLA and industrial relations requirements of project location. Diversity Requirements Provider shall comply with Contra Costa County’s Construction Outreach Program. Indirect Construction Costs Taxes and fees A-8 Taxes or fees, other than permit fees and sales tax, are not included. Bonds Prior to the Effective Date of the Agreement to which this Exhibit A is attached, Provider shall deliver to Customer for approval good and sufficient bonds with sureties, in amounts specified in Section 12.5 (Limitation of Liability) of the Agreement guaranteeing its faithful performance of the Agreement and its payment for all labor and materials thereunder. Site & Construction Conditions Access Design assumes each project site will be constructed in a single phase, set up of construction fencing at beginning of mobilization and removed when construction is completed. Extra time and labor for moving fences to “phase” construction in efforts to minimize parking impacts will have impacts in cost and schedule and will be calculated as a change order. Customer will provide Site access to Provider to perform all work pursuant to the License granted in the Agreement. Provider will perform all work during regular business hours according to the PLA. Extra time or personnel constraints due to site security beyond daily signing in by workers on a sign in sheet i.e. badging, background checks, tool inventory checks, etc.—is not included. Provider will be provided a sufficient area for staging materials and locating temporary facilities such as cranes, fork lifts, scaffolding, stairtowers, construction trailers, portable toilets and dumpsters. Existing roads will be capable of handling all required construction equipment such as drilling rigs, concrete trucks, delivery trucks, cranes, and all other equipment necessary to complete the work. Provider will not be responsible for any damage to existing roads, parking lots or playgrounds resulting from normal construction operations and activities. Use of Facilities On-site water and power will be available for construction with no restrictions and at no charge to Provider. If a Customer initiated power shut down has duration over 4 hours and effects normal construction operations, Provider can rent and install a temporary generator and submit associated costs to Customer for reimbursement. Water quality shall be sufficient for use in dust control, as necessary, and be suitable for Provider’s standard concrete mix design. Special handling of site materials Testing for removal and disposal of any existing hazardous waste materials, contaminated soils, or any other unforeseen site conditions that require special handling are not included. Site utilities and hazards A-9 Changes resulting from utilities, right of ways, easements, and/or hazards—underground or above ground—or any undocumented building upgrades are not included. Documented utilities and building upgrades are considered as part of this proposal if as- builts are provided to Provider prior to contract execution in order to confirm locations of these possible hazards. Customers shall supply Provider with a current Title Report with plotted easements, encumbrances, and rights-of-way at all project site locations. Security and Lighting Proposal assumes all parking lot light standards in direct conflict with installation of photovoltaic parking canopies will be removed by Provider. Proposal also assumes that the existing lighting circuits, for those removed parking lot light standards, can be re-used for photovoltaic parking canopies lighting system and that those existing circuits have ample current carrying capacity to provide required lighting at parking canopies, per jurisdictional code requirements. PV canopies located in areas where no exsisting lights are present will not include lighting unless the Customer requests this for an additional cost. Temporary lighting during construction is excluded. New lighting circuit installation is excluded from this proposal as well as any required timing circuit reconfiguration, lighting controllers, relays, or new panel boards. Lighting design and/or installation beyond the footprint of the photovoltaic parking canopies is not included in this proposal. Replacement of existing light standards is not included. Proposal includes LED fixtures for lighting under structures. Additional security systems or infrastructure are not included in this proposal Special Conditions Proposal assumes modifications and/or reconfiguration of the existing parking lots will not be required to accommodate installation of Provider’s photovoltaic parking canopy. Assumes existing islands in parking lot to remain at area of new carport structure. Proposal excludes any re-striping of the parking lot/hard-court areas, unless specifically related to the construction of the photovoltaic parking canopies, or specifically described in the RFP. While special care will be taken to locate existing underground utilities (underground survey) and locate carport structures with minimum conflicts, relocation of existing underground utilities due to carport foundations is not included. Proposal excludes requirements for accessibility upgrades and accessibility design around the photovoltaic parking canopy structures and assumes that current parking lot layout has been reviewed and approved by AHJ and built and closed at the AHJ. If the architect of record recommends addition of new accessible parking stalls under the solar canopies, grade change to meet code, changed path of travel and/or new canopies over existing accessible stalls, design and construction costs will be addressed via Change Order. A-10 Proposal excludes design or installation of any required additional fire hydrants or fire protection apparatuses as required by local first responders or Fire, Life/Safety professionals responsible for review and approval of the design for this project. Architectural enhancements to the photovoltaic parking canopy structures or ground and roof arrays and mounting systems are not included. At the detention center located at 1000 Ward in Martinez, the project estimate is based on utilizing exsisting conduit and equipment from the previous pv installation. The ability utilize existing conduit will be verified during the design phase. Testing and Inspections Provider assumes all Special Inspections/Testing shall be paid for and contracted by the Customer. Weather conditions Provider assumes standard weather patterns and site conditions for planning the project schedule. Instances of excessive climate, weather (greater than the most adverse conditions in the last 3 years) or natural disasters may result in delays and/or unplanned costs (i.e. additional labor, shipping, storage, and logistics costs) which will be the responsibility of the Customer. Commissioning, Monitoring, Operations & Maintenance Commissioning Proposal assumes commissioning requirements for this project is only for the Photovoltaic and energy storage systems. Proposal does not include other building system commissioning costs not related to our work (i.e. HVAC, Plumbing, Fire Alarm, etc.). EXHIBIT B FORM OF FINANCING PARTY ACKNOWLEDGMENT [This Form of Consent contemplates a Sale-Leaseback of the System between the Provider and Provider’s Lender and Provider’s eventual lender may request changes] This CONSENT AND AGREEMENT (this “Consent”) dated as of [], 201 is entered into among (i) Contra Costa County, a political subdivision of the State of California (the “Customer”), (ii) Solar Star Co Co 1, LLC, a limited liability company duly organized and existing under the laws of the State of Delaware (the “Provider”), and (iii) [],a [] duly organized and existing under the laws of the State of [] (together, with its successors in such capacity, the “System Lessor”). WHEREAS, the Provider intends to develop, install, own, operate and maintain a [________] MW [ground-mounted/rooftop] photovoltaic solar electric generating facility to be located in [________] (the “Project”); WHEREAS, the Provider and the Customer entered into that certain Power Purchase & Storage Services Agreement, dated as of [], 2019 (as amended, amended and restated, modified or supplemented from time to time, the “Assigned Agreement”);1 WHEREAS, the Project will be sold by the Provider to the System Lessor pursuant to that certain Participation Agreement (as amended, the “Participation Agreement”) dated as of the date hereof, among the Provider, the System Lessor, [], not in its individual capacity but as owner trustee, and [] (“Owner Participant”); WHEREAS, the System Lessor will lease the Project back to the Provider pursuant to that certain Lease Agreement, a related Project Schedule and a Certificate of Acceptance (as amended, the “Lease Agreement”) dated as of the date hereof, between the System Lessor and the Provider; WHEREAS, the Provider will grant the System Lessor a first priority security interest in and to all of the Provider’s assets, including the Assigned Agreement, pursuant to a security agreement in form and substance acceptable to the System Lessor (as amended, amended and restated, modified or supplemented from time to time, the “Security Agreement”); and WHEREAS, it is a condition precedent to the Owner Participant’s obligation to make its investment in the System Lessor and for the System Lessor to acquire the Project under the Participation Agreement and lease the Project to the Provider under the Lease Agreement that the Customer execute and deliver this Consent. NOW, THEREFORE, as an inducement to the Owner Participant to make its investment in the System Lessor and for the System Lessor to acquire the Project under the Participation Agreement and lease the Project to the Provider under the Lease Agreement, and in consideration 1 NTD: Can be expanded to include any additional agreements to which the Customer is a party. of good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, the parties hereto hereby agree as follows: 1. CONSENT TO ASSIGNMENT, ETC. (a) Consent to Assignment. The Customer (i) acknowledges that the Provider and the System Lessor have entered into the Participation Agreement and the Owner Participant’s obligation to make its investment in the System Lessor and for the System Lessor to acquire the Project under the Participation Agreement and lease the Project to the Provider under the Lease Agreement will be made in reliance upon the execution and delivery by the Customer of the Assigned Agreement and this Consent, (ii) consents in all respects to the pledge and assignment to the System Lessor of all of the Provider’s right, title and interest in, to and under the Assigned Agreement pursuant to the Security Agreement, and (iii) acknowledges the right, but not the obligation, of the System Lessor or the System Lessor’s designee, in the exercise of the System Lessor’s rights and remedies under the Lease Agreement, the Security Agreement, and related documents to make all demands, give all notices, take all actions and exercise all rights of the Provider in accordance with the Assigned Agreement, and agrees that in such event the Customer shall continue to perform its obligations under the Assigned Agreement; provided that in the event, with respect to the Assigned Agreement, there exists a conflict between any notice given or action taken by the System Lessor and any notice given or action taken by the Provider, such conflict shall be resolved in favor of the notice given or the action taken by the System Lessor. (b) Substitute Owner. The Customer agrees that, if the System Lessor notifies the Customer that an event of default under the Lease Agreement has occurred and is continuing and that the System Lessor has exercised its rights (i) to have itself or its designee substituted for the Provider under the Assigned Agreement, (ii) to acquire or have its designee or assignee acquire the Provider, or (iii) to sell, assign, transfer or otherwise dispose of the Assigned Agreement to a third party, including in a judicial or non-judicial foreclosure sale, then the System Lessor, the System Lessor’s designee or such third party (each, a “Substitute Owner”) shall be substituted for the Provider under the Assigned Agreement and, in such event, the Customer will (x) recognize the Substitute Owner as its counterparty to the Assigned Agreement, (y) take any actions and execute any documents, agreements or instruments reasonably necessary to effect such substitution, and (z) continue to perform its obligations under the Assigned Agreement in favor of the Substitute Owner pursuant to the terms hereof and thereof. (c) Right to Cure. (i) Notwithstanding anything to the contrary contained in the Assigned Agreement, the Customer shall not exercise any right it may have under the Assigned Agreement, at law or in equity, to cancel, suspend or terminate the Assigned Agreement or any of its obligations under the Assigned Agreement, as the result of any default or other action or omission of the Provider in the performance of any of its obligations under the Assigned Agreement, or upon the occurrence or non-occurrence of any event or condition under the Assigned Agreement that would immediately or with the passage of any applicable grace period or the giving of notice, or both, enable the Customer to terminate or suspend its obligations or exercise any other right or remedy under the Assigned Agreement or under applicable law (hereinafter an “Assigned Agreement Default”), until it first gives prompt written notice of such Assigned Agreement Default to the System Lessor and the Owner Participant and affords the System Lessor and the System Lessor’s respective successor, assignee and/or designee a period of at least ninety (90) days (or, if such default is a payment default, forty-five (45) days) to cure such default, commencing from the later to occur of (x) the System Lessor’s and the Owner Participant’s receipt of such notice, and (y) the expiration of any notice periods or cure periods provided for in the Assigned Agreement; provided, however, that if (1) an event of default under the Lease Agreement has occurred and is continuing, the System Lessor has exercised its rights to foreclose on the Project as a result thereof and possession of the Project is necessary to cure any such non-monetary default, then, so long as the System Lessor or the System Lessor’s respective successor, assignee and/or designee is diligently pursuing such foreclosure proceedings, the time periods specified in this Section 1(c) for curing an Assigned Agreement Default shall be extended for the time taken to complete foreclosure proceedings, and (2) any such party is prohibited from curing any such Assigned Agreement Default by any process, stay or injunction issued by any governmental authority or pursuant to any bankruptcy or insolvency proceeding involving the Provider, then the time periods specified in this Section 1(c) for curing an Assigned Agreement Default shall be extended for the period of such prohibition. (ii) No such cancellation, suspension or termination of the Assigned Agreement by the Customer shall be binding upon the System Lessor without the notice and extended cure period specified in this Section 1(c). Any dispute that may arise under the Assigned Agreement notwithstanding, the Customer shall continue performance under the Assigned Agreement and resolve any dispute without discontinuing such performance until the lapse of the notice and extended cure period specified in this Section 1(c). (d) No Termination, Assignment or Material Amendments. The Customer shall not enter into any consensual cancellation or termination of the Assigned Agreement (except with respect to termination in the event of a default by the Provider, subject to the limitations and extended cure periods provided for in Section 1(c)), or assign, novate or otherwise transfer any of its right, title or interest thereunder or consent to any such assignment or transfer by the Provider without, in each such case, the written consent of the System Lessor. The Customer shall not enter into or agree to any amendment, supplement, assignment or other modification to, or benefit from any waiver under, the Assigned Agreement without the prior written consent of the System Lessor. (e) Replacement Agreement. In the event that the Assigned Agreement is rejected or otherwise terminated as a result of any bankruptcy or insolvency proceeding affecting the Provider, the Customer shall, at the option of the System Lessor or the System Lessor’s respective successor, assignee and/or designee, enter into a new agreement with the System Lessor or any Substitute Owner (or its transferee or other nominee that owns or leases the Project) having terms substantially the same as the terms of the Assigned Agreement. Thereafter, references in this Consent to the “Assigned Agreement” shall be deemed to refer to such new agreement. (f) No Liability. The Customer acknowledges and agrees that none of the System Lessor, or the System Lessor’s respective successor, assignee and/or designee or the Owner Participant shall have any liability or obligation under the Assigned Agreement as a result of this Consent, the Security Agreement, the Lease Agreement or otherwise, nor shall the System Lessor or the System Lessor’s respective successor, assignee and/or designee be obligated or required to (i) perform any of the Provider’s obligations under the Assigned Agreement, except, in the case of the System Lessor or the System Lessor’s respective successor, assignee and/or designee, during any period in which the System Lessor or the System Lessor’s respective successor, assignee and/or designee is a Substitute Owner pursuant to Section 1(b), in which case the System Lessor or other Substitute Owner shall not be liable for acts or omissions of the Provider and the obligations of such Substitute Owner shall otherwise be no more than those of the Provider under the Assigned Agreement, or (ii) take any action to collect or enforce any claim for payment assigned under the Security Agreement or any related document. (g) Delivery of Notices. The Customer shall deliver to the System Lessor and the Owner Participant, concurrently with the delivery thereof to the Provider, a copy of each notice, request or demand given by the Customer pursuant to the Assigned Agreement. (h) Acknowledgements. The Customer agrees to execute such acknowledgements or other similar instruments as the System Lessor may reasonably request in connection with the transactions contemplated by this Consent. 2. PAYMENTS UNDER THE ASSIGNED AGREEMENT (a) Payments. The Customer will pay all amounts payable by it under the Assigned Agreement, if any, in lawful money of the United States of America, in immediately available funds and in the manner required by, and subject to the terms and conditions of, the Assigned Agreement, directly into the account specified on Exhibit A hereto, or to such other person or account as may be specified from time to time by the System Lessor to the Customer in writing. (b) No Offset, etc. All payments required to be made by the Customer under the Assigned Agreement shall be made without any offset, recoupment, abatement, withholding, reduction or defense whatsoever. 3. REPRESENTATIONS AND WARRANTIES OF THE CUSTOMER The Customer makes the following representations and warranties to the System Lessor, the Provider and the Owner Participant as of the date hereof, which shall survive the execution and delivery of this Consent and the Assigned Agreement and the consummation of the transactions contemplated hereby and thereby: (a) Organization; Power and Authority. The Customer is a political subdivision of the State of California, and is duly qualified, authorized to do business and in good standing in all jurisdictions where it is required to be so qualified and authorized to do business, and has all requisite power and authority to enter into and to perform its obligations under this Consent and the Assigned Agreement, and to carry out the terms hereof and thereof and the transactions contemplated hereby and thereby. (b) Authorization. The execution, delivery and performance by the Customer of this Consent and the Assigned Agreement have been duly authorized by all necessary action on the part of the Customer and do not require any approval or consent of any holder (or any trustee for any holder) of any indebtedness or other obligation of (i) the Customer, or (ii) any other person or entity, except approvals or consents which have previously been obtained. (c) Execution and Delivery; Binding Agreements. Each of this Consent and the Assigned Agreement is in full force and effect, has been duly executed and delivered on behalf of the Customer and constitutes the legal, valid and binding obligation of the Customer, enforceable against the Customer in accordance with its terms except as the enforceability hereof or thereof may be limited by (i) bankruptcy, insolvency, reorganization, or other similar laws affecting the enforcement of creditors’ rights generally, and (ii) general equitable principles (whether considered in a proceeding in equity or at law). (d) Litigation. There is no legislation, litigation, action, suit, proceeding or investigation pending or (to the best of the Customer’s knowledge after due inquiry) threatened against the Customer before or by any court, administrative agency, arbitrator or governmental authority, body or agency which, if adversely determined, individually or in the aggregate, (i) could adversely affect the performance by the Customer of its obligations under this Consent or the Assigned Agreement, or that could modify or otherwise adversely affect the Approvals (as defined in Section 3(f)), (ii) questions the validity, binding effect or enforceability of this Consent or the Assigned Agreement, any action taken or to be taken pursuant hereto or thereto or any of the transactions contemplated hereby or thereby, or (iii) could have a material adverse effect upon (x) the value, validity, perfection or enforceability of the liens granted to the System Lessor under the Security Agreement and other security documents, or (y) the ability of the System Lessor to enforce any of its rights and remedies under the Assigned Agreement or this Consent. (e) No Conflict. The execution and delivery of this Consent and the Assigned Agreement and the performance by the Customer under this Consent and the Assigned Agreement will not violate, result in a breach of, default under or conflict with (i) any law, rule, regulation, order, permit or decree applicable to the Customer, (ii) its organizational documents, or (iii) the terms of any other agreement binding on the Customer. (f) Government Consent. No consent, order, authorization, waiver, approval or any other action, or registration, declaration or filing with, any person, board or body, public or private (collectively, the “Approvals”), is required to be obtained by the Customer in connection with the execution, delivery or performance of this Consent, the Assigned Agreement or the consummation of the transactions contemplated hereunder and thereunder, except any Approvals which have previously been obtained. (g) No Default or Amendment. Neither the Customer nor, to the Customer’s knowledge after due inquiry, the Provider or any other party to the Assigned Agreement is in default of any of its obligations thereunder (or has claimed force majeure, emergency, or any other excuse for performance thereunder which is still ongoing as of the date hereof). The Customer has no existing counterclaims, offsets, defenses, or claims for change orders against the Provider under the Assigned Agreement. To the Customer’s knowledge, no event or condition exists that would either immediately or with the passage of any applicable grace period or giving of notice, or both, enable either the Customer or the Provider to terminate or suspend its obligations (or the performance of such obligations) under the Assigned Agreement. The Assigned Agreement has not been amended, modified or supplemented in any manner other than as indicated above. (h) No Previous Assignments. The Customer has no notice of, and has not consented to, any previous assignment of all or any part of its right, title or interest in, to or under the Assigned Agreement. (i) [Purchase Option. The Customer has not taken any official action requiring or authorizing the exercise of any purchase option available to it under the Assigned Agreement, has not decided whether or not it will exercise any such purchase option, and is under no legal or economic compulsion to exercise any such purchase option; provided, however, nothing herein shall prohibit the Customer from exercising any purchase option under the Assigned Agreement when it becomes exercisable in accordance with its term and such exercise shall not be deemed to be a breach of this representation and warranty.] (j) Liens; Mortgages. The Customer has no knowledge of any existing lease, mortgage, security interest or other interest in or lien upon the [Premises], which could attach to the Project as an interest adverse to the System Lessor’s interest therein. Representations and Warranties. All representations, warranties and other statements made by the Customer in the Assigned Agreement were true and correct in all material respects as of the date when made and, except for those that by their terms speak as of a specific date, are true and correct in all material respects as of the date hereof. 4. ADDITIONAL PROVISIONS 2 (a) [Commercial Operation Date. The Commercial Operation Date is _____________. (b) Use of Electricity. None of the electricity to be sold under the Assigned Agreement will be used to generate energy for the purpose of heating a swimming pool. (c) Project. The Customer has approved the Project as installed at the [Premises]. (d) Access Rights. The System Lessor and the System Lessor’s respective successors, assignees and/or designees shall have the same rights as the Provider to access the Project in order to install, operate, maintain and remove the Project as the right accorded to the System Lessor under the Lease Agreement and the Security Agreement. (e) Notice of Ownership. The Customer will use commercially reasonable efforts to place its successors, assigns and lien holders on notice of the ownership of the Project by the Provider or the System Lessor, the existence of the security interest, and the fact that the Project is not part of the [Premises] or a fixture thereof, as necessary and appropriate to avoid confusion or adverse claims. (f) Amendments. The Customer acknowledges that, under the Provider’s financing arrangements, the Provider is not permitted to agree to an amendment or assignment of the Assigned Agreement without prior written consent of the System Lessor.] 2 NTD: Additional provisions to be added to address specific matters contained in the PPA. 5. MISCELLANEOUS (a) Applicable Law; [Submission to Jurisdiction]. THIS CONSENT, AND ANY INSTRUMENT OR AGREEMENT REQUIRED HEREUNDER (TO THE EXTENT NOT EXPRESSLY PROVIDED FOR THEREIN), SHALL BE GOVERNED BY, AND CONSTRUED UNDER, THE LAWS OF THE STATE OF CALIFORNIA, APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN SUCH STATE AND WITHOUT REFERENCE TO CONFLICTS OF LAWS. (b) [Reserved.] (c) Notices. All notices and other communications hereunder (i) shall be in writing, (ii) shall be effective upon actual receipt thereof by the party or parties to whom such notice is addressed, except that any communication or notice so transmitted by telecopy or electronic mail shall be deemed to have been validly and effectively given on the day (if a business day and, if not, on the next following business day) on which it is transmitted if transmitted during normal business hours of the recipient, and if transmitted after that time, on the next following business day, in each case as evidenced by transmittal confirmation received by the transmitter, (iii) shall be delivered by hand or overnight courier service or mailed by certified or registered mail, sent by facsimile or via electronic mail, and (iv) shall be directed as follows: If to the Customer: [________] [________] [________] Attention: [________] Telephone: [________] Facsimile: [________] Email: [________] If to the Provider: [●] If to the System Lessor: [●] The above parties may, by notice given hereunder, designate any further or different addresses to which subsequent notices or other communications shall be sent. (d) Amendment, Waiver. Neither this Consent nor any of the terms hereof may be terminated, amended, supplemented, waived or modified except by an instrument in writing signed by the Customer, the Provider and the System Lessor. (e) Third Party Beneficiary. The Owner Participant shall be an express third-party beneficiary of this Consent. The Owner Participant shall be entitled to enforce the rights of the System Lessor hereunder. (f) No Waiver; Remedies Cumulative. The waiver of any right, breach or default under this Consent by any party must be made specifically and in writing. No failure or delay on the part of the System Lessor in exercising any right, power or privilege hereunder and no course of dealing between the Customer and the System Lessor shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other exercise, or the further exercise, of any other right, power or privilege hereunder. No notice to or demand upon any party will entitle such party to any further, subsequent or other notice or demand in similar or any other circumstances. The rights and remedies herein expressly provided are cumulative and not exclusive of any rights or remedies that the System Lessor would otherwise have. (g) Counterparts. This Consent may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered, including by e-mail or other electronic transmission, shall be deemed an original, but all of which shall together constitute one and the same instrument. (h) Headings Descriptive. The headings of the several sections and subsections of this Consent are inserted for convenience only and shall not in any way affect the meaning or construction of any provision of this Consent. (i) Severability. In case any provision in or obligation under this Consent shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. (j) Successors and Assigns. This Consent shall be binding upon the parties hereto and their permitted successors and assigns and shall inure to the benefit of the parties, their designees and their respective permitted successors and assigns; provided, however, that no party or its respective successor or assign shall assign any of its interest in this Consent except in connection with an assignment of its interests in the Assigned Agreement and then only to the same person(s) or entity(ies) to which its interest in the Assigned Agreement is so assigned. (k) Survival. All agreements, statements, representations and warranties made by the Customer herein shall be considered to have been relied upon by the System Lessor and the Owner Participant and shall survive the execution and delivery of this Consent. (l) Conflicts. In the event of a conflict between any provision of this Consent and any provision of the Assigned Agreement, the provisions of this Consent shall prevail. (m) Further Assurances. Each party hereto hereby agrees to execute and deliver all such instruments and take all such action as may be necessary to effectuate fully the purposes of this Consent. [SIGNATURE PAGES FOLLOW] Signature Page to Consent IN WITNESS WHEREOF, the parties hereto have caused this Consent to be executed by their respective officers as of the date first above written. [________] as the Customer By: ____________________________________ Name: Title: [________] as the Provider By: ____________________________________ Name: Title: [●], as the System Lessor By: ____________________________________ Name: Title: Signature Page to Consent Exhibit A to Consent Payment Instructions Accounts Bank ABA Number [________]3 Account Number [________] Account Name [________]] Reference [________] 3 Account information to be confirmed and included. Appendix A to Guarantee EXHIBIT C SYSTEM PERFORMANCE GUARANTEE (the “Guarantee”) ARTICLE I. ADDITIONAL DEFINED TERMS Actual Generation means, for each Guarantee Year during the Term and with respect to the System, the System’s alternating current or “AC” electricity production in kilowatt- hours (“kWh”) as measured under Section 3.02. Annual Deficit has the meaning set forth in Section 3.01. Annual System Performance Report means the report that summarizes annual system performance in kWh and includes calculations for Weather Adjustment and True-up Period calculations. Avoided Energy Price per kWh means the amount that the Customer will be paid by Provider for each Kilowatt-hour as set out in Appendix B (Avoided Energy Price) of this Guarantee. Data Acquisition System or DAS means Provider’s system that displays historical meteorological and production data over an Internet connection and consists of hardware located on-Site and software housed on Provider’s DAS server. The DAS measures and logs, at a minimum, the following parameters on a 15-minute average basis at the Site: actual AC electricity production of the System (in kWh) and solar irradiance (in W/m2). Expected Energy means, for the System in a specified Guarantee Year, the kilowatt hours for the System set forth on Appendix A (Expected Energy) of this Guarantee. Excused Performance Event means: • Force Majeure Event; • Impingements on solar access by structures or activities on neighboring sites or by facilities that are beyond the control of either Party; • Externally caused outages, including: o Warranty Exclusions: hours during any period when the System or any portion thereof is off-line due to an event that would constitute an exclusion under any applicable manufacturer’s, System, workmanship or other applicable warranty. o Network Disturbance Hours: hours during any period when a fluctuation in the utility network parameters (e.g., a frequency or voltage variation) result in the disconnection of the inverters or the System from the utility network and prevented energy from being evacuated from the System. o Network Outage Hours: hours during any period when a failure in the distribution network or in the connection infrastructure prevented energy from being evacuated from the System. o Third-Party Equipment Servicing Hours: equipment or System outage hours during any period that result from service issues related to non-Provider equipment or delays in procuring non-Provider replacement parts. Exhibit C (Performance Guarantee) o Customer-Caused Hours: hours during any period when the equipment or the System is off-line due to Customer-required outages or Customer-caused delays in Site access. o Major Maintenance Hours: hours during any period when the equipment or the System is off-line due to Customer-required major maintenance work. Guaranteed Level means 90% of the Expected Energy for a Guarantee Year for the System. Guarantee Year means each successive 12-month period during the Term commencing on the Commercial Operation Date. PVSim means the software program utilized by Provider to predict the amount of energy that the System will produce in an average year which has the following characteristics: (1) based on PVFORM, the photovoltaic simulation software produced by Sandia National Laboratories and the US Department of Energy, (2) all photovoltaic characteristics are modeled, (3) all ancillary array losses are taken into account and (4) PVSim simulations use either measured data or typical meteorological year files from Meteonorm and NREL. SEMMY or “Simulated Energy in a Measured Meteorological Year”, means, with respect to any Guarantee Year, Year 1 AC Energy output of the System simulated by PVSim using measured average hourly irradiance, wind speed, and air temperature as recorded by the Data Acquisition System, holding all other inputs equal to those used in calculating SETMY. SETMY or “Simulated Energy for a Typical Meteorological Year”, means the Year 1 AC Energy output of the System simulated by PVSim using average hourly irradiance, wind speed, and air temperature data contained within the Weather File. True-up Period means each successive one (5)-year period during the Term commencing on the first day of the Term. Weather Adjustment means the ratio described in Section 3.01. Section 3.01 Weather File means the typical meteorological year data set specified for the System set forth on Appendix C (Weather File) of this Guarantee. ARTICLE II. PERFORMANCE GUARANTEE CONSIDERATION Section 2.01 Consideration The Parties agree that the consideration set forth in Section 5.1 of the Agreement includes adequate consideration for the terms, conditions and provisions of this Guarantee. ARTICLE III. PERFORMANCE GUARANTEE Provider guarantees to Customer that the Actual Generation of the System during any Guarantee Year, subject to the limitations, terms and conditions stated in this Guarantee shall not be less than the Guaranteed Level. Section 3.01 Guaranteed Output Calculations. Provider shall calculate the Annual Deficit for the System for each Guarantee Year during the Term: Exhibit C (Performance Guarantee) (a) Annual Deficit = (Expected Energy x Guaranteed Level) x Weather Adjustment – Actual Generation Where the Weather Adjustment ratio is as follows: Simulated Energy in a Measured Meteorological Year (SEMMY) Simulated Energy for a Typical Meteorological Year (SETMY) For each Guarantee Year, within thirty (30) days after the end of such Guarantee Year, Provider shall calculate the Annual Deficit for the System. Customer has the right to access all data and information supporting Provider’s calculation of the Annual Deficit. (b) Guarantee Payment Reimbursement. At the end of each True-up Period: (i) if the sum of Annual Deficits > 0, then Provider shall pay to Customer an amount equal to the cumulative product of (y) the Annual Deficits and (z) the Avoided Energy Price per kWh (a “Guarantee Payment”); (ii) Provider shall promptly notify Customer of any Guarantee Payment due. Provider shall make Guarantee Payments within thirty (30) days of the date of the notice provided in the first sentence of this paragraph. Section 3.02 Actual Generation Measurement. Provider shall measure Actual Generation for the System for each Guarantee Year as follows: (a) Initial Output Data Collection. During the Term, Provider will collect energy output data using its Data Acquisition System. For each Guarantee Year, Provider will sum the daily kWh output for the System provided by the DAS to calculate the Actual Generation for the System for such Guarantee Year. (b) Equipment Calibration and Replacement. Provider may request to have the meteorological equipment independently calibrated or replaced at its own expense every eighteen (18) to thirty (30) months. Provider shall notify the Customer of the scheduled calibration date and time no less than 30 days prior, and shall provide the Customer written proof of calibration or replacement. (c) Contingency for Equipment Failure. In the event of hardware, communication, or other failure affecting the DAS, Provider will make commercially-reasonable efforts to resolve the failure in a timely manner. In the event that data is lost, Actual Generation for each affected System shall be adjusted to compensate for such lost data as follows: (i) In lieu of lost meteorological data, Provider will utilize such data obtained from a nearby meteorological station that Provider monitors and selects for such purpose. (ii) In lieu of lost electricity data, Provider will utilize the cumulative data from System meter readings to calculate the electricity generated by each affected System during the missing interval. In the event that data Exhibit C (Performance Guarantee) from the System meter is inaccurate or missing, Provider will simulate electricity production during the missing interval utilizing measured meteorological data and PVSim. The simulated electricity production during the missing interval will be added to the Actual Generation for each affected System for the subject Guarantee Year. ARTICLE IV. CUSTOMER RESPONSIBILITIES Section 4.01 Customer’s Failure to Uphold Responsibilities. Provider shall promptly notify Customer of any breach (“Out of Compliance Letter”) of (i) Customer’s obligation to pay Provider for the Solar Services pursuant to the Agreement and (ii) any Customer obligations pursuant to the Agreement that directly (A) hinder the amount of Energy delivered by the System or (B) degrade the functionality of the System. Upon Customer’s cure of all failures described in an Out of Compliance Letter, Provider will notify Customer (“In Compliance Letter”) that Customer is complying with Customer’s Responsibilities. For any period between the issuance of an Out of Compliance Letter and of an In Compliance Letter (a “Noncompliance Period”), to the extent that Customer’s non-compliance actually impacts the Actual Generation of the System, any Actual Generation from such affected Systems in such month(s) shall be disregarded in the calculation of Annual Deficits for such Systems under Section 3.01, and the Expected Energy for any affected System in any Guarantee Year in which there is a Noncompliance Period shall be reduced by a proportionate amount. ARTICLE V. EXPECTED ENERGY ADJUSTMENT Section 5.01 Adjustment of Expected Energy. If, and to the extent, any of the following events results in a change in the production of electricity by the System, Expected Energy for that System shall be adjusted correlatively for the period of such change: (a) Subject to Provider’s obligations under any warranty it provides in connection with the Systems (including any Provider obligation, with respect to the System, in connection with any requirements under the California Solar Initiative program), a material portion of the components of the System fails, and the manufacturer of such component(s) refuses, or otherwise fails to honor its corresponding warranty; (b) Customer fails to perform any of its obligations under the PPA – such as obligations related to maintaining the System’s interconnection to the local utility grid or limiting outages (as defined in the Agreement) – and such failure reduces the amount of electricity that the System can generate or deliver. (c) There is any failure of the System to perform caused by legislative, administrative or executive action, regulation, order or requisition of any federal, state or local government, local utility or public utilities commission; (d) There is an Excused Performance Event; or Exhibit C (Performance Guarantee) (e) Adjustment to the Expected Energy, or a reduction in the amount of Energy that Provider is obligated to deliver, is permitted or required under the Agreement. Section 5.02 Notification of Changes to Expected Energy. If Provider determines that any changes to Expected Energy for the System are required based on an event or events described in Section 5.01, then Provider shall notify the Customer, in writing, of the basis for its determination, and Provider shall either provide revised definitions of Expected Energy in exhibits that, upon mutual agreement of the Parties, which shall not be unreasonably denied or delayed, shall replace the current exhibits to this Guarantee, or specify a date by which it shall do so. Appendix A to Guarantee Appendix A – Expected Energy Guarantee Year Expected Annual kWh 1 344,427 2 343,566 3 342,707 4 341,850 5 340,995 6 340,143 7 339,293 8 338,444 9 337,598 10 336,754 11 335,912 12 335,073 13 334,235 14 333,399 15 332,566 16 331,734 17 330,905 18 330,078 19 329,253 20 328,429 21 327,608 22 326,789 23 325,972 24 325,157 25 324,345 Total 8,357,234 Appendix B to Guarantee Appendix B – Avoided Energy Price Guarantee Year Avoided Energy Price per kWh 1 $0.0048 2 $0.0049 3 $0.0051 4 $0.0052 5 $0.0054 6 $0.0056 7 $0.0057 8 $0.0059 9 $0.0061 10 $0.0063 11 $0.0065 12 $0.0066 13 $0.0068 14 $0.0070 15 $0.0073 16 $0.0075 17 $0.0077 18 $0.0079 19 $0.0082 20 $0.0084 21 $0.0087 22 $0.0089 23 $0.0092 24 $0.0095 25 $0.0098 Appendix C to Guarantee Appendix C – Weather File SolarAnywhereTGY2016_(10km)_37.95_-121.85 Schedule A DESCRIPTION OF SITE Facility System Size (kW DC) Product Type Module qty & type - SunPower Inverters- qty & type-Delta 4549 Delta Fair Blvd, Antioch, CA 94509 211.50 Carport – Helix 1.5 (450) SPR- X21-470- COM (3) M42U_121 (1) M36U_121 Schedule B DESCRIPTION OF SYSTEM  PV System Array Layouts and Electrical Single Line Diagrams ϭ;;;;;;RRRϮRWK/EdK&/EdZKEEd/KEΛϰϴϬs͕ϭϮϬϬ^K>Z^t/d,KZh>ͲZhE;^^ͲWK/ͿуϭϳϬ>&;;ϱϬϮϱϵϲ͕Zs<^>͗ϭZZz>zKhdϭͬϯϮΗсϭΖͲϬΗ^,d+$5%285:$<6287+5,&+021'&$86$  Zs^/'Eη^Z/Wd/KEd  WZK:dKWWKZdhE/dzZs/^/KE^E'/EZΖ^^dDWϭΗϬϭϮΗ/&Z/^EKdKE/E,͕Zt/E'/^EKddK^>KEdZK^dKhEdzϰϱϰϵ>d&/Z>sϰϱϰϵ>d&/Z>sEd/K,͕ϵϰϱϬϵͲͲͲϰϯϮϭϰϯϮϭ>ϭϬϬϬϭϱϱϳϮϴϴͺ>ͺϰϱϰϵ>d&/Z>sͺW&dͺ͘t'ϰͬϯͬϮϬϭϵϰ͗ϰϰWDZZz>zKhd7,(5WZK:d^hDDZz ZWKZddKd>ηK&DKh> ϰϱϬDKh>dzW ^WZͲyϮϭͲϰϳϬͲKDηK&/EsZdZ ϰ^z^dD^/;ŬtͿϮϭϭ͘ϱϬ^z^dD^/;ŬtͿϭϳϳ͘ϲϬ352-(&76800$5<EKWz >>ηDKh>η^dZ/E'<t;ͿDϰϮhͺϭϮϭ;ϭϮ^dZͿDϯϲhͺϭϮϭ;ϵ^dZͿ<t;Ϳ>/^d/E';<tͲͿd/>d/Dhd,^//Dhd,^WtZZhE;/EsͲ^^Ϳϭ ϲdžϯϱ ϮϭϬ Ϯϭ ϵϴ͘ϳϬ ϭ ϭ ϴϱ͘ϲϬ ϴϱ͘ϳϭ ϭϬΣ ϮϱϱΣϳϱΣϭϬϱ͕ϭϬϱϮ ϲdžϰϬ ϮϰϬ Ϯϰ ϭϭϮ͘ϴϬ Ϯ ϵϮ͘ϬϬ ϵϭ͘ϵϰ ϭϬΣ ϮϱϱΣϳϱΣϯϱ͕ϯϱdKd> ϰϱϬϰϱϮϭϭ͘ϱϬ ϯ ϭ ϭϳϳ͘ϲϬ ϭϳϳ͘ϲϱϬϬϬϭϱϱϳϮϴϴͲϬϬϵϭϰϰϲ WZKWK^> ϬϴͲϮϴͲϭϴ ,' :Ͳ Et^/d/E&KZDd/KE ϬϯͲϮϮͲϭϵ : :^>'E͗WZKWK^>/',dWK>ZDKs>WZKWK^dZZDKs>WZKWK^Yh/WDEdWWZKWK^WK/EdK&/EdZKEEd/KEKEh/d^;^^ͲWK/ͿKEh/d^;^WͲ^^ͿKEh/d^;/EsͲ^WͿ;RW/Z>Kd/KEEKd^͗ϭ͘ ϭϭϬDW,t/EKE;^ϳͲϭϬͿd'KZz//͕yWK^hZ͘Ϯ͘ ^EKt>KϬW^&͕>sd/KEϴϵΖϯ͘ KZZK^/KEZd͗΀ϯ͘ϮђŵͬLJƌ΁͕΀ϰ͗ϵϬй͕ϱ͗ϵϵй΁ϰ͘ ZYh/ZKd/E'&KZWZ'>sE/^d>/EKZZdK,/sϭϬzZ>/&&KZWWZEK&Zh^d͗'ϭϲϱϱ͘ ZYh/ZKd/E'&KZWZ'>sE/^d>/EKZZdK,/s>/&d/DK^dKsZϮϱzZ^͗'Ϯϯϱϲ͘ DdZη<'ϭϬϭϬϭϬϳϯϳϰϬϳϭϲϳ͘ ZZz^,KtEKEZ/>/D'͗ϴ͘ ZZzDKhEd/E'^dZhdhZ͗ϵ͘ ^dEZEKWz>KtͲE>ZE͗ϭϭΖWZKs/&KZ^dEZs,/>ϭϬ͘ h/>/E'KZYh/Z^ϮϬΖD/E͘>ZE&ZKDy/^d/E'h/>/E'^ϭϭ͘ &/ZWZdDEdZYh/Z^ϮϬΖD/E͘>ZE>KE'DZ'Ez^^ZKhd^ϭϮ͘ dKd>K&dZ^dKZDKs͗ϴϭϯ͘ dKd>K&>/',dWK>dKZDKs͗ϰ,>/yZWKZdsϭ͘ϱ SHEET1414 HARBOUR WAY SOUTH RICHMOND, CA 94804 USA ( 5 1 0 ) 5 4 0 - 0 5 5 0 REV DESIGN #DESCRIPTION DATE DB CBPROJECTOPPORTUNITYREVISIONS ENGINEER'S STAMP1"012"IF BAR IS NOT ONE INCH, DRAWING IS NOT TO SCALEA ES-0013141 PROPOSAL 08-31-18 RA DJ CONTRA COSTA COUNTY 4549 DELTA FAIR BLVD 4549 DELTA FAIR BLVD ANTIOCH, CA 94509 ----000155728843214321ABCDABCDB -UPDATE TO SHOW CEC AC POWER 03-26-19 EP JSE2010001557288_1L_4549 DELTA FAIR BLVD.DWG4/24/2019 2:28 PMELECTRICAL SINGLE LINE DIAGRAM SPECIFIC ELECTRICAL NOTES:LINE SIDE CONNECTION PER ART. 705.12(A). WIRES TO OVERCURRENT DEVICE SHALL BEINSTALLED IN RIGID STEEL CONDUIT WITH GROUND BUSHINGS PER ART. 250.92. BUSCONNECTIONS SHALL BE RELISTED BY A 3RD PARTY TESTING AGENCY IF THECONNECTION IS NOT IN ACCORDANCE WITH THE LISTING OF THE EQUIPMENT. IF WIRERUN EXCEEDS 10', WIRES SHALL BE TERMINATED IN SERVICE EQUIPMENT WITH CABLELIMITERS PER ART. 705.31. CONNECTION SHALL BE MADE USING EXISTING BOLTHOLES, AND FACTORY BUSSING SHALL NOT BE DRILLED.GANG OPERATED, LOCKABLE, VISIBLE OPEN DISCONNECTALL INVERTERS ARE LISTED TO UL 1741 TO INCORPORATE ANTI-ISLANDING AND THEFOLLOWING PROTECTIONS:5051592751N81O81U123NEUTRAL BUS SHALL NOT BE BONDED TO THE GROUND BUS AND SHALL BE ISOLATEDFROM THE ENCLOSURE UNLESS OTHERWISE SPECIFIED4METERING NOTES:FOR PV PRODUCTION MONITORING: EXTERNAL METER ENCLOSURE AND 333mV SPLIT CORE CTFOR SITE UTILITY NET LOAD MONITORING EXTERNAL METER ENCLOSURE AND ROGOWSKI CT5REFER TO AS-BUILT DRAWINGS FOR EXISTING SOLAR SYSTEM DETAIL SCHEMATICS.6CARPORT MODULES INFOMODEL TYPESPR-X21-470-COMNAME PLATE STC470.00PTC438.00ISC6.45VOC91.50IMP6.06VMP77.60VCEFF. (VOC)-0.27VCEFF. (VMP)-0.29INVERTER TYPEM42U_121M36U_121RATED OUTPUT (kW AC)4236MAX OUTPUT (kW AC)4640# OF STRING129STRING LENGTH1010# OF MODULES / INVERTER12090STRING MAX VOLTAGE (VOC)981.02981.02STRING OPERATING VOLTAGE (VMP)673.26673.26STRING DC SHORT CURRENT (ISC)6.456.45STRING OPERATING CURRENT (IMP)6.066.06# OF INVERTER/TYPE31METERING NOTE:OPTION 1: EXTERNAL METER ENCLOSURE·THE MODEL NUMBER FOR PRE-WIRED METER ENCLOSURE AND 333MV SPLIT CORE CTS IS: ACUPANEL 9104X-IIR-333-PE-WEB-PUSH AND INCLUDES AETHERNET MODULE IN ADDITION TO THE RS-486 TERMINAL BLOCK.·CT MODELS ARE ACUCT-H040/HO63/H100/H138/075/125/200/3050OPTION 2: INTERGRATED METER·THE HEAR ORDER ACUVIM IIR: ACUVIM IIR-D-333-P1 AND A ETHERNET MODULE: AXM-WEB-PUSH.·CT MODELS ARE ACUCT-H040/H063/H100/H138/075/125/200/3050DAS15ATRANSFORMER (E)LOADSMINCOMINGSECTIONGNDSERVICEPG&E(E) 300 KVA UTILITYPG&E METER#10101073741200A1200A, 480V/277V, 3Φ, 4W, 65kAIC, NEMA 1(E) MAIN SWITCHBOARDINV01INV02INV03ACUVSSBGNDMLOM(N) SPWR PV GENERATION METERACUPANEL ACUVIM IIRCT TYPE : 333 mV SPLIT CORE(SSB01) SOLAR SWITCHBOARD400A,480V,3ɸ,4W,65 kAIC,NEMA 3R80A 70A 80A 80A 15A/1P 15A M(N) ACUPANEL UTILITY/SITENET METERCT TYPE (ROGOWSKI COIL)GNDAC INTERFACEUNGROUNDEDDC INTERFACE WITHAFCIINV0112 STRINGS10 MODULES/STRING3ɸ, 4W, 56.2FLADELTA M42U_12146.0KW, 480VAC98.5% CEC EFFSUNPOWER PROVIDEDDC COMBINER(1) #1 AWG THHN GROUND (CU)(4) #1 AWG THHN (CU)2" RGS CONDUITGNDAC INTERFACEUNGROUNDEDDC INTERFACE WITHAFCIINV029 STRINGS10 MODULES/STRING3ɸ, 4W, 48.2FLADELTA M36U_12139.6KW, 480VAC98.5% CEC EFFSUNPOWER PROVIDEDDC COMBINER(1) #1 AWG THHN GROUND (CU)(4) #1 AWG THHN (CU)2" RGS CONDUITGNDAC INTERFACEUNGROUNDEDDC INTERFACE WITHAFCIINV0312 STRINGS10 MODULES/STRING3ɸ, 4W, 56.2FLADELTA M42U_12146.0KW, 480VAC98.5% CEC EFFSUNPOWER PROVIDEDDC COMBINER(1) #1 AWG THHN GROUND (CU)(4) #1 AWG THHN (CU)2" RGS CONDUITGNDAC INTERFACEUNGROUNDEDDC INTERFACE WITHAFCIINV0412 STRINGS10 MODULES/STRING3ɸ, 4W, 56.2FLADELTA M42U_12146.0KW, 480VAC98.5% CEC EFFSUNPOWER PROVIDEDDC COMBINER(1) #1 AWG THHN GROUND (CU)(4) #1 AWG THHN (CU)2" RGS CONDUITINV04ULD(E) FUSEDDISCONNECT SWITCHSQUARE D 'HU364NR'480V/227Y, 175A(N) UTILITY LOCKABLEDISCONNECT SWITCHSCHNEIDER 'H366NR'480V/277Y, 600ANEMA 3R450A CLASS R FUSES65 kAIC(E) SOLAR GENERATOR86.7kWDC = 100kWAC(377) ASTRONERGYCHSM 6610 230WMODULES(1) PVP100 INVERTERW/ GFP(E) 2"-C;3-#2/0 AWG, #6 AWG GNDCircuitPRated(kW)VRated (V)IMax. (A)Conductor/PhTypeAL/CUTerminal Temp.V. REFEGCOCPD (A)#ConduitsSizeTypeTemp. DerateFill DerateOne WayDist.% V. DropINV0145.97248056.2(1) #4THWN-2CU75°C#8#88011"EMT0.961105 ft0.57%INV0239.73748048.2(1) #6THWN-2CU75°C#8#87011"EMT0.961105 ft0.78%INV0345.97248056.2(1) #4THWN-2CU75°C#8#88011"EMT0.96135 ft0.19%INV0445.97248056.2(1) #4THWN-2CU75°C#8#88011"EMT0.96135 ft0.19%ACUV-4805(1) #14THWN-2CU75°C-#141511/2"EMT/PVC-400.961100 ft1.42%SSB177.653480216.8(1) 500THWN-2AL75°C#2#230013"PVC-400.961170 ft0.55%ULD277.653480334(2) #4/0THWN-2CU75°C#2#245022"RMC0.96130 ft0.11%INVERTER SUMMARY TABLEINV#ARRAY#AC POWERCEC LISTING(KW-AC)DC POWER# OF STRINGS# OF MODULESM42U_12112STRM36U_1219STRINV0114645.97256.4121201INV0239.639.73742.39901INV0324645.97256.4121201INV044645.97256.4121201TOTAL177.6177.653211.54545031PRELIMINARYNOT FORCONSTRUCTION CONFIDENTIAL Schedule C Schedule C PV SYSTEM PRICING The following pricing is based on the Standard System Design Package described in Exhibit A. kWh Rate ($/kWh) Term (Years) Annual Rate Escalator (% / Year) $0.1344 25 0% Schedule D TERMINATIONS VALUES Applicable Date : Years from Commercial Operation Date Termination Value ($) 0 Year $1,007,738 1 Year $813,947 2 Years $729,519 3 Years $644,735 4 Years $559,660 5 Years $474,119 6 Years $462,768 7 Years $450,990 8 Years $438,838 9 Years $426,150 10 Years $412,970 11 Years $399,492 12 Years $385,571 13 Years $371,072 14 Years $356,171 15 Years $340,895 16 Years $325,293 17 Years $309,258 18 Years $292,836 19 Years $276,021 20 Years $258,852 21 Years $241,237 22 Years $223,215 23 Years $204,781 24 Years $185,965 EXECUTION VERSION CONFIDENTIAL NOTE: 30 Muir Rd, Martinez, CA 94553 POWER PURCHASE AGREEMENT Dated as of June 18, 2019 by and between Solar Star Co Co 1, LLC as Provider and Contra Costa County as Customer TABLE OF CONTENTS CONFIDENTIAL POWER PURCHASE AGREEMENT .................................................................................................... 1 RECITALS: ................................................................................................................................................ 1 AGREEMENT: .......................................................................................................................................... 1 1. Definitions. ..................................................................................................................................... 1 2. Purchase and Sale of Solar Services; License. ............................................................................ 5 2.1 Purchase and Sale of Solar Services. ..................................................................... 5 2.2 License. .................................................................................................................. 5 3. Design, Construction, Installation and Testing of System......................................................... 6 3.1 Installation.............................................................................................................. 6 3.2 Conditions Precedent to Commencement of Construction and Installation. ......... 7 3.3 Utility Approvals. .................................................................................................. 8 3.4 Energy Delivery. .................................................................................................... 8 3.5 Risk of Loss; Exclusive Control. ........................................................................... 8 3.6 Termination Values. ............................................................................................... 9 4. Operation and Maintenance of System. ...................................................................................... 9 4.1 O&M Work; Phone/Data Line. .............................................................................. 9 4.2 Malfunctions and Emergencies. ............................................................................. 9 4.3 Metering. .............................................................................................................. 10 4.4 Title to System. .................................................................................................... 10 4.5 Outages. ............................................................................................................... 11 4.6 Compliance with Utility Specifications. .............................................................. 11 5. Purchase of Solar Services. ........................................................................................................ 11 5.1 Purchase Requirement. ........................................................................................ 11 5.2 Environmental Attributes; Environmental Financial Incentives. ......................... 12 6. Price and Payment. ..................................................................................................................... 13 6.1 Price. .................................................................................................................... 13 6.2 Taxes. ................................................................................................................... 13 6.3 Billing and Payment. ............................................................................................ 13 7. General Covenants. ..................................................................................................................... 14 7.1 Provider’s Covenants. .......................................................................................... 14 7.2 Customer’s Covenants. ........................................................................................ 15 8. Insurance Requirements. ........................................................................................................... 16 8.1 Provider’s General Liability Insurance. ............................................................... 16 8.2 Customer’s Insurance........................................................................................... 17 9. Force Majeure Events. ................................................................................................................ 17 10. Term; Customer Options; Termination. .................................................................................. 18 10.1 Term. .................................................................................................................... 18 10.2 Customer Options Upon Cessation of Business Operations at Site. .................... 18 10.3 Customer Options Upon Expiration of Term....................................................... 19 10.4 Customer Purchase Options Prior to Expiration Date. ........................................ 19 10.5 Payment of Termination Value on Termination Date.......................................... 20 10.6 Provider Termination. .......................................................................................... 20 11. Defaults. ....................................................................................................................................... 21 11.1 Customer Default. ................................................................................................ 21 11.2 Provider Default. .................................................................................................. 22 12. Remedies Following Default. ...................................................................................................... 23 12.1 Customer’s Remedies Upon Occurrence of a Provider Default. ......................... 23 12.2 Provider’s Remedies Upon Customer Default. .................................................... 23 12.3 No Consequential Damages. ................................................................................ 24 12.4 Effect of Termination of Agreement. ................................................................... 24 12.5 Limitation of Liability.......................................................................................... 24 13. Indemnification. .......................................................................................................................... 24 13.1 Indemnification by Provider. ............................................................................... 24 13.2 Indemnification by Customer. ............................................................................. 25 13.3 Notice of Claims. ................................................................................................. 25 13.4 Defense of Action. ............................................................................................... 25 13.5 Survival of Provisions. ......................................................................................... 26 14. Miscellaneous Provisions. ........................................................................................................... 26 14.1 Notices. ................................................................................................................ 26 14.2 Authority. ............................................................................................................. 27 14.3 Assignment .......................................................................................................... 28 14.4 Successors and Assigns........................................................................................ 29 14.5 Entire Agreement. ................................................................................................ 29 14.6 Amendments to Agreement. ................................................................................ 30 14.7 Waivers; Approvals. ............................................................................................ 30 14.8 Partial Invalidity................................................................................................... 30 14.9 Execution in Counterparts.................................................................................... 30 14.10 Governing Law; Jurisdiction; Forum. .................................................................. 30 14.11 Attorneys’ Fees. ................................................................................................... 31 14.12 No Third Party Rights. ......................................................................................... 31 14.13 Treatment of Additional Amounts. ...................................................................... 31 14.14 No Agency. .......................................................................................................... 31 14.15 No Public Utility. ................................................................................................. 32 14.16 No Recourse to Affiliates..................................................................................... 32 14.17 Cooperation with Financing. ................................................................................ 32 14.18 Setoff. 32 14.19 Service Contract. .................................................................................................. 32 15. Confidential Information. .......................................................................................................... 32 16. Estoppel Certificate. ................................................................................................................... 33 Exhibits, Schedules Exhibit A - System Design and Construction Exhibit B - Form of Financing Party Acknowledgment Exhibit C - Performance Guarantee Schedule A - Description of Site Schedule B - Description of System Schedule C - System Pricing Schedule D - Termination Values - 1 - POWER PURCHASE AGREEMENT This POWER PURCHASE AGREEMENT (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of June 18, 2019 (the “Effective Date”), is by and between Solar Star Co Co 1, LLC, a limited liability company formed under the laws of the State of Delaware (“Provider”), and Contra Costa County, a political subdivision of the State of California (“Customer”). RECITALS: WHEREAS, Customer leases or owns, directly or indirectly, facilities in that certain location in California as more fully described in Schedule A of the Appendices hereto (the “Site”); WHEREAS, Customer desires that Provider install, maintain and operate, and Provider desires to install, maintain and operate, the System (as hereinafter defined) to be located on the Site; and WHEREAS, Provider desires to sell, and Customer desires to purchase, (a) the Solar Services (as hereinafter defined), including the delivery of electrical energy generated by the System (the “Energy”) and (b) other services pursuant to the terms and conditions set forth herein. NOW THEREFORE, in consideration of the mutual promises set forth below, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: AGREEMENT: 1. Definitions. Unless otherwise defined herein: (a) capitalized terms used in this Agreement shall have the respective meanings set forth in this Section 1; (b) the singular shall include the plural and vice versa; (c) the word “including” shall mean “including, without limitation”, (d) references to “Sections,” “Exhibits,” “Appendices” and the like shall be to sections, exhibits, appendices, etc. of or to this Agreement; (e) the words “herein,” “hereof” and “hereunder” shall refer to this Agreement as a whole and not to any particular section or subsection hereof; and (f) references to this Agreement shall include a reference to all exhibits hereto, as the same may be amended, modified, supplemented or replaced from time to time. “Agreement” has the meaning set forth in the preamble. “Annual Rate Escalator” means the percentage set forth in Schedule C. “Applicable Law” shall mean, with respect to any Governmental Authority, any constitutional provision, law, statute, rule, regulation, ordinance, treaty, order, decree, judgment, decision, certificate, holding, injunction, registration, license, franchise, permit, authorization, guideline, governmental approval, consent or requirement of such 2 Governmental Authority, enforceable at law or in equity, along with the interpretation and administration thereof by any Governmental Authority. “Claim Notice” shall have the meaning set forth in Section 13.3. “Code” shall mean the Internal Revenue Code of 1986, as amended. “Commercial Operation Date” shall have the meaning set forth in Section 3.4. “Confidential Information” shall have the meaning set forth in Section 15. “Customer” shall have the meaning set forth in the preamble. “Customer Default” shall have the meaning set forth in Section 11.1. “Effective Date” shall have the meaning set forth in the preamble. “Energy” shall have the meaning set forth in the preamble. “Environmental Attributes” includes, without limitation, tradable renewable certificates, green-e tags, allowances, reductions or other transferable indicia denoting carbon offset credits or indicating generation of a particular quantity of energy from a renewable energy source by a renewable energy facility attributed to the Energy during the Term created under a renewable energy, emission reduction, or other reporting program adopted by a Governmental Authority, or for which a registry and a market exists (which, as of the Effective Date are certificates issued by Green-e in accordance with the Green-e Renewable Electric Certification Program, National Standard Version 1.3 administered by the Center of Resource Solutions) or for which a market may exist at a future time. “Environmental Financial Incentives” shall mean each of the following financial rebates and incentives that is in effect as of the Effective Date or may come into effect in the future: (i) performance-based incentives, rebates and any other incentive programs offered by or in the State of California (or any political subdivision thereof) under the federal government’s, any municipality’s, any utility’s or any other state’s program or initiative (including, if applicable, subsidies available under the Self Generation Incentive Program administered through the California Public Utilities Commission), incentive tax credits (including investment tax credits arising under the Code) other tax benefits or grants in lieu thereof (including without limitation the monetization of tax benefits), and accelerated depreciation (collectively, “Incentives”), howsoever named or referred to, with respect to any and all fuel, emissions, air quality, energy generation, or other environmental or energy characteristics, resulting from the construction, ownership or operation of the System or from the use of solar generation or the avoidance of the emission of any gas, chemical or other substance into the air, soil or water attributable to the sale of Energy generated by the System; and (ii) all reporting rights with respect to such Incentives. “Estimated Year 1 Production” shall mean the amount set forth in Schedule B to this Agreement. 3 “Expiration Date” shall have the meaning set forth in Section 10.1. “Fair Market Value” shall have the meaning set forth in Section 10.3.2. “Financing Party” means any third-party entity providing debt or equity financing to Provider (or any successor or assignee thereof) with respect to the System, including without limitation a party providing construction financing, a lessor in a sale-leaseback transaction, a partner in a partnership flip transaction, or a limited liability company member in an equity sale transaction. “Force Majeure Event” shall mean, when used in connection with the performance of a Party’s obligations under this Agreement, any of the following events to the extent not caused by such Party or its agents or employees, which is not preventable by such Party as of the Effective Date: a) war, riot, acts of a public enemy or other civil disturbance; b) acts of God, including but not limited to, storms, floods, lightning, earthquakes, hailstorms, ice storms, tornados, typhoons, hurricanes, landslides, volcanic eruptions, range or forest fires, and objects striking the earth from space (such as meteorites), sabotage or destruction by a third party (other than any contractor retained by or on behalf of the Party) of facilities and equipment relating to the performance by the affected Party of its obligations under this Agreement; c) acts of federal, state or local government agencies, including changes in Applicable Law, that result in increasing Provider’s costs of construction and installation, or continuing operation, of the System by 15% or more; and d) strikes, walkouts, lockouts or similar industrial or labor actions or disputes. “Governmental Authority” shall mean any federal, state, regional, county, town, city, or municipal government, whether domestic or foreign, or any department, agency, bureau, or other administrative, regulatory or judicial body of any such government. “Indemnified Party” shall have the meaning set forth in Section 13.3. “Indemnifying Party” shall have the meaning set forth in Section 13.3. “Interconnection Point” shall have the meaning set forth in Section 3.5. “kWh Rate” shall have the meaning set forth in Section 6.1. “License” shall have the meaning set forth in Section 2. “Liens” shall have the meaning set forth in Section 7.1.3. “Meter” shall have the meaning set forth in Section 4.3.1. 4 “Monthly Period” shall mean the period commencing on the Commercial Operation Date and ending on the last day of the calendar month in which the Commercial Operation Date occurs, and, thereafter, all subsequent one (1) month periods during the Term. “Monthly Production” shall mean, for each Monthly Period, the amount of Energy delivered during such Monthly Period. “O&M Work” shall have the meaning set forth in Section 4.1.1. “Party” shall mean each of Customer and Provider (and/or any successor or permitted assignee thereof). “Person” shall mean any individual, corporation, partnership, company, limited liability company, joint venture, association, trust, unincorporated organization or Governmental Authority. “Provider” shall have the meaning set forth in the preamble (and includes its successor(s) and permitted assignee(s)). “Provider Default” shall have the meaning set forth in Section 11.2. “Renewal Rate” shall mean the fair market price for electricity generated by solar photovoltaic systems as determined by agreement of the Parties or through the appraisal process applicable to the purchase option contained in this Agreement. “Reporting Rights” means the right to report ownership of the Environmental Attributes or the Environmental Financial Incentives associated with the Energy to any federal, state, or local agency, authority or other party, including without limitation 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. “Scheduled Outage” shall have the meaning set forth in Section 4.5. “Site” has the meaning set forth in the first recital. “Solar Services” mean all solar services provided to Customer by Provider hereunder, including the provision of Energy. “Standards” shall have the meaning set forth in Section 3.1.1. “System” shall mean the solar photovoltaic system installed pursuant to this Agreement at the Site and more fully described in Schedule B hereto; provided, however, that the term “System” shall only include equipment and materials up to but not including the Interconnection Point of the System. “Term” shall have the meaning set forth in Section 10.1. “Termination Date” shall have the meaning set forth in Section 10.1. 5 “Termination Value” shall mean, on any date of determination (or, if such date is not a scheduled termination date, the scheduled termination date immediately preceding such date) the applicable amount specified for such date in Schedule D to this Agreement. “Transfer Taxes” shall have the meaning set forth in Section 6.2.1. 2. Purchase and Sale of Solar Services; License. 2.1 Purchase and Sale of Solar Services. Customer hereby engages Provider to provide the services set forth in this Agreement, including the Solar Services to Customer, and Provider agrees to provide the services set forth in this Agreement, including the Solar Services to Customer, all in accordance with the terms and conditions set forth herein. Customer shall provide Provider with access to the Site in accordance with the terms of this Agreement. Provider may retain one or more contractors or subcontractors to fulfill its obligations hereunder; provided that Provider shall remain liable for performance of its obligations hereunder 2.2 License. Customer hereby grants to Provider and to Provider’s agents, employees and subcontractors an irrevocable, non-exclusive license running with the Site for access to, on, over, under or across the Site (the “License”) for the purpose of (i) installing, constructing, operating, maintaining, accessing, removing and replacing the System; (ii) performing all of Provider’s obligations and enforcing all of Provider’s rights set forth in this Agreement; and (iii) installing, using and maintaining electric lines and equipment, including inverters and meters, necessary to interconnect the System to Customer’s electric system at the Site or to the utility’s electric distribution system or that otherwise may from time to time be useful or necessary in connection with the construction, installation, operation, maintenance, or repair of the System. The term of the License is the Term of this Agreement plus the period of time necessary for Provider to remove the System pursuant to Section 10.3.3, but in no case later than one hundred eighty (180) days after the Expiration Date with respect to the System (the “License Term”). During the License Term, Customer shall preserve and protect Provider’s rights under the License and Provider’s access to the Site and shall not interfere with or permit any third parties to interfere with Provider’s rights or access. Except for an emergency situation as described in Section 4.2.1(a) or (b) (an “Emergency Situation”), Provider shall notify Customer in writing, which may be made via email to Customer’s Energy Manager, 40 Muir Road, Martinez, CA 94553 (Frank.DiMassa@pw.cccounty.us), or to any other address Customer may designate in a written notice to Provider, forty-eight (48) hours before Provider intends to access the Site pursuant to the License. Notwithstanding that the License granted herein is irrevocable, Customer reserves the right to exclude Provider, its agents, employees and subcontractors from the Site in the event that Customer notifies Provider of a breach of the License and Provider fails to cure such breach pursuant to Section 11.2.1 of this Agreement; provided, however, that, Customer 6 agrees not to exclude Provider, its agents, employees and subcontractors from the Site (A) in the event of an Emergency Situation as described in Section 4.2 so long as Customer has been notified of such an Emergency Situation pursuant to Section 4.2 and (B) in the event that the System is to be removed pursuant to this Agreement. 3. Design, Construction, Installation and Testing of System. 3.1 Installation. Subject to Section 3.2, Provider will cause the System to be designed, engineered, installed and constructed at the Site substantially in accordance with the terms of this Agreement, including without limitation, the provisions of Exhibit A (System Design and Construction). Customer shall review and approve, such approval not to be unreasonably withheld or delayed, all construction plans, including engineering evaluations of the impact of the System on the structural integrity and strength of the location where the System is installed inside, on or near Customer’s buildings. Provider shall organize the procurement of all materials and equipment for the installation work and maintain the same at the Site. Subject to the terms of the License, Provider shall perform installation work at the Site during the times set forth in Exhibit A and Schedule B in a manner that minimizes inconvenience to and interference with Customer’s and Customer’s invitees’ and Customers’ use of the Site to the extent commercially practical. Notwithstanding the foregoing, in the event that Provider determines in its sole discretion that it is unable to install the System at the Site, it shall be under no obligation to do so, and this Agreement shall terminate and be of no further force and effect upon written notice from Provider to Customer to that effect. 3.1.1 System Design and Construction. Exhibit A (System Design and Construction) attached hereto sets forth the design, engineering and construction specifications for the System, as well as assumptions made by the Provider regarding the Site conditions, the electrical conditions, and System attributes (such assumptions being referred to herein as the “Standards”). Schedule B (Description of System) sets forth the known actual conditions for the Site and the System, including deviations from the Standards. The Standards are such that the described items for the System will not need repair, replacement, modification or construction beyond that described in Exhibit A and Schedule B in order for Provider to properly construct and install the System. If the construction and installation of the System is required for any reason (except for reasons attributable to Provider) to deviate from the Standards and Schedule B, Provider will notify the Customer and provide an estimate of any incremental cost to Customer and Customer will have the option to (i) pay the incremental cost at the time the cost is incurred and billed to the Customer, (ii) pay the incremental cost over the Term through a calculated increase in the kWh Rate, or (iii) elect an alternative location subject to the conditions of Section 3.1.2. 3.1.2 Alternative Location. Prior to the Commercial Operation Date, if the Customer’s interest in the Site is a leasehold interest and the Customer is unable to obtain the landlord’s consent in accordance with the License or Customer chooses an alternative location per Section 3.1.1, Customer will have the option to elect an alternative location if Environmental 7 Attributes and Environmental Financial Incentives financially equivalent to or better than those associated with the original location are available for the alternative location, and if the expected System kWh output and construction cost at the alternative location are equivalent to or superior than those associated with the originally proposed location. Such alternative location is subject to Provider approval, not to be unreasonably withheld. If an alternative location cannot be established, Provider will have the right to terminate per Section 3.2. 3.2 Conditions Precedent to Commencement of Construction and Installation. 3.2.1 Commencement by the Provider of construction and installation activities with respect to the System are subject to the satisfaction of the following conditions precedent (in addition to the condition set forth in Section 3.3): (a) Provider shall have closed financing for construction and long-term ownership of the System and the Solar Services to be performed at the Site and, to the extent required pursuant to the applicable financing documentation, the third party financing institution providing such financing shall have been provided with the materials referred to in Section 14.17 and Section 16; (b) Provider shall have entered into the applicable contract(s) for construction and installation of the System, subject to the terms of the applicable financing, if any; (c) Provider shall have obtained the permits, licenses and other approvals required by Applicable Law to be obtained by Provider prior to such commencement; (d) Provider shall have received satisfactory notice that the applications for Environmental Financial Incentives for the System have been accepted and approved by the appropriate governing agency; and (e) Provider shall have received from Customer satisfactory evidence that the project—including the System, the License, and the work and Solar Services described in this Agreement—is exempt from the regulatory jurisdiction of local agencies (including zoning, building, and land-use requirements) or that all required local agency approvals and permits have been obtained. provided, however, that if any of the foregoing conditions precedent have not been satisfied on or before June 17, 2020 (the “CP Date”), Provider shall have the option to terminate this Agreement without triggering the default provisions of this Agreement or any liability under this Agreement, and if Provider does not terminate this Agreement one hundred eighty (180) days following the CP Date, Customer may terminate this Agreement without triggering the default provisions of this Agreement or any liability under this Agreement. 8 Alternatively, in the event that such conditions precedent are not satisfied by such date, the Parties may mutually agree to amend this Agreement to revise the Commercial Operation Date and term of this Agreement. 3.3 Utility Approvals. Notwithstanding that Provider shall have primary responsibility for preparing applications and obtaining all permits, licenses and approvals required for the performance of work under this Agreement, Customer agrees to reasonably assist Provider in obtaining necessary permits, licenses and approvals in connection with the installation, operation and maintenance of the System, including the submission of applications for interconnection of the System with the local electric utility. Customer shall not make any material changes to its electrical equipment at the Site after the date on which the applicable utility interconnection application is submitted unless any such changes, individually or in the aggregate, would not adversely affect the approval by such utility of such interconnection. Should the local electric utility fail to approve the interconnection of the System or require equipment in addition to the equipment set forth in Schedule B in connection with the Site, Provider may, at Provider’s option, terminate this Agreement immediately subsequent to notification from the local utility. The Parties shall not be obligated to go forward with installation of the System if the applicable utility approvals are conditioned upon material upgrades to the existing electrical infrastructure and neither Party elects to provide for such upgrades. Customer also agrees to assist Provider and make all necessary repairs or changes to the existing electrical infrastructure so that the Site and System are eligible for the Environmental Financial Incentives. 3.4 Energy Delivery. The date on which the delivery of Energy from the System commences (the “Commercial Operation Date”) shall be the date on which all of the following shall have occurred: (a) Provider shall have certified to Customer in writing that the System is substantially complete and available for commercial operation; (b) all permits and licenses required to be obtained under Applicable Law in connection with the operation of the System shall have been obtained and be in full force and effect; and (c) Customer shall have entered into an interconnection agreement with the local electricity utility. In no event shall Provider have any liability to Customer for a delay in the Commercial Operation Date caused by Customer, Customer’s electricity provider, a local agency issuing permits for the System or any other third parties outside of Provider’s control. 3.5 Risk of Loss; Exclusive Control. As between the Parties, Provider will be deemed to be in exclusive control (and responsible for any property damage or injuries to persons caused thereby) of the Energy up to but excluding the point where the System is interconnected to Customer’s electrical intertie; e.g., the Customer’s line-side tap (the “Interconnection Point”) and Customer will be deemed to be in exclusive control 9 (and responsible for any property damage or injuries to persons caused thereby) of the Energy at and from the Interconnection Point. Risk of loss related to the Energy will transfer from Provider to Customer at the Interconnection Point. 3.6 Termination Values. The Parties acknowledge and agree that the Termination Values with respect to the applicable System are as set forth in Schedule D of this Agreement. 4. Operation and Maintenance of System. 4.1 O&M Work; Phone/Data Line. 4.1.1 O&M Work. Provider shall provide operation, repair, monitoring and maintenance services to the System during the Term of this Agreement, including the monitoring and maintenance of metering equipment determining the quantity of electricity produced by the System (collectively, the “O&M Work”). Provider shall perform the O&M Work, either directly or indirectly through a subcontract with SunPower Corporation, Systems , an affiliate of Provider or through a third-party service provider capable of providing comparable services, provided that Provider remains responsible for all O&M Work notwithstanding any such subcontracting. Provider shall perform, or cause to be performed, the O&M Work to ensure that the System is capable of delivering the Energy in accordance with the specifications set forth in Schedule B. Provider shall use commercially reasonable efforts to enforce the terms of any contract for operations and maintenance services to which it is a party and System warranty agreements. 4.1.2 Phone/Data Line. Customer shall properly maintain, pay for and provide access to the necessary phone, computer, or other communication lines necessary to permit Provider to record the electrical output of the System for the entire Term. 4.2 Malfunctions and Emergencies. 4.2.1 Each of Customer and Provider shall notify the other within twenty- four (24) hours following the discovery by it of (a) any material malfunction in the operation of the System, (b) an interruption in the supply of Solar Services. Provider and Customer shall each designate personnel and establish procedures such that each Party may provide notice of such conditions requiring Provider’s repair or alteration at all times, twenty-four (24) hours per day, including weekends and holidays. Each Party shall notify the other Party immediately upon the discovery of an emergency condition in the System. 4.2.2 Provider shall commence repairs to the malfunctioning System and restore the supply of the Energy, as soon as reasonably possible after notice or upon its own discovery of any of the conditions specified in Section 4.2.1 during normal business hours and, subject to Section 2, take steps to mobilize personnel to commence repairs after notice or discovery of a condition requiring repair or other corrective action. If an emergency condition exists, Provider shall dispatch the appropriate personnel immediately upon becoming aware thereof to perform the necessary repairs or corrective action in an expeditious and safe manner. For routine and emergency repairs, the Parties shall contact the persons set forth below: 10 If to Provider: Wayne Webb, Senior Manager, Operations & Maintenance 2900 Esperanza Crossing, 2nd Floor Austin, TX 78759 (510) 439 – 4663 or (800) 251-9728 Wayne.Webb@sunpowercorp.com with a copy to: customer.service@sunpower.com 4.3 Metering. 4.3.1 Meters. For the term of this Agreement, Provider shall install and maintain a utility-grade kilowatt-hour (“kWh”) meter (the “Meter”) at the Sys tem for the measurement of Energy provided to Customer, which shall measure the kWh output of the System on a continuous basis. Upon Customer’s written request, Provider shall furnish a copy of all technical specifications and accuracy calibrations for the Meter, as well as all metering data and energy production and consumption calculations. Provider shall test the Meter in compliance with manufacturer’s recommendations. 4.3.2 Customer Audits and Inspections. Once per calendar year, Customer shall have the right to audit all Meter data upon reasonable notice, and any such audit shall be at Customer’s sole cost. Customer shall have a right of access to the Meter at reasonable times and with reasonable prior notice for the purpose of verifying readings and calibrations. 4.3.3 Adjustments. If testing of the Meter pursuant to Section 4.3.1 or Section 4.3.2 indicates that the Meter is in error by more than two percent (2%), then Provider shall promptly repair or replace the Meter. If the Meter is found to be in error by more than two percent (2%), Provider shall make a corresponding adjustment to the records of the amount of Energy 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. 4.3.4 Disputes. Any dispute arising out of the reading or calibration of the Meter shall be resolved in accordance with the procedures set forth in Section 6.3.2. 4.4 Title to System. Provider, or Provider’s permitted assigns with respect to the System, shall at all times retain title to and be the legal and beneficial owner of the System, including the right to any tax credits available under federal or state law, and the System shall remain the property of Provider or Provider’s assigns. The System shall remain the personal property of Provider or Provider’s assigns and shall not attach to or be deemed a part of, or fixture to, the Site. It is the Parties’ intention that the System shall at all times retain the legal status of personal property. Provider shall be entitled to, and is hereby authorized to, file one or more precautionary Uniform Commercial Code financing statements with the California Secretary of State with 11 respect to the System in order to protect its rights in the System, provided that no such UCC financing statement shall name Customer as the debtor. The System shall be clearly marked and identified as being the property of the Provider or Provider’s assigns. The Parties intend that neither Customer nor any party related to Customer shall acquire the right to operate the System or be deemed to operate the System. 4.5 Outages. Customer shall be permitted two (2) twenty-four (24) consecutive hour days during which the System may be offline (each, a “Scheduled Outage”) per calendar year during the Term, during which days Customer shall not be obligated to accept, and if not accepted, pay for the Energy; provided, however, that Customer shall have notified Provider in writing of each such Scheduled Outage at least forty-eight (48) hours in advance of the commencement of such Scheduled Outage. In the event that Scheduled Outages at the Site exceed two (2) days per calendar year for a reason other than a Force Majeure Event, and for all unscheduled outages, Provider shall reasonably estimate the amount of Energy that would have been delivered to Customer during each hour of such excess Scheduled Outages or unscheduled outages and shall invoice Customer for such amount, which shall be payable in accordance with Section 6.3. Additionally, as set forth in Exhibit C (Performance Guarantee), Provider shall be relieved of any failure to meet the Performance Guarantee due to any Scheduled Outage or unscheduled outage. 4.6 Compliance with Utility Specifications. Provider shall ensure that the operation of the System and all Energy generated by the System conform to applicable utility specifications for energy being generated and delivered to the Site’s electric distribution system, which shall include the installation of proper power conditioning and safety equipment, submittal of necessary specifications, coordination of utility testing and verification, and all related costs. 5. Purchase of Solar Services. 5.1 Purchase Requirement. Customer agrees to purchase one hundred percent (100%) of the Energy delivered by the System during the Term of this Agreement. While the Solar Services are calculated and billed on the basis of kWh of Energy as set forth in Section 6.1, Customer acknowledges and agrees that such Solar Services represent a package of services including the production and supply of electrical energy output from the System, together with any other services associated with solar energy production that Provider may provide to Customer. The payment for Solar Services (expressed in $/kWh) is calculated to include all of the above services. Neither Party may claim that by this Agreement Provider is an electric utility subject to regulation as an electric utility or subject to regulated electricity rates. Provider shall not claim to be providing electric utility services to Customer and shall not interfere with Customer’s ability to select an electric utility provider except that, to the extent 12 Customer has a choice in selecting an electric utility provider or electricity provider, Customer shall not select an electric utility provider or electricity provider that requires, as part of their conditions for service, removal or discontinued operation of the System or the sales of Energy hereunder. 5.2 Environmental Attributes; Environmental Financial Incentives. 5.2.1 Environmental Attributes. All Environmental Attributes and associated Reporting Rights available in connection with the System are retained and owned by Customer or its assignee. Provider shall take all reasonable measures to assist Customer in obtaining all Environmental Attributes currently available or subsequently made available in connection with the System. At Customer’s request and expense, Provider shall execute all such documents and instruments reasonably necessary or desirable to effect or evidence Customer’s or its assignee right, title and interest in and to the Environmental Attributes. If the standards used to qualify the Environmental Attributes to which Customer is entitled under this Agreement are changed or modified, Provider shall, at Customer’s request and expense, use all reasonable efforts to cause the Environmental Attributes to comply with new standards as changed or modified. If Provider fails to act in good faith in completing documentation or taking actions reasonably requested by Customer, and such failure results in the loss of an Environmental Attribute that would otherwise be available, Provider shall reimburse Customer for the full amount of such lost Environmental Attribute. 5.2.2 Environmental Financial Incentives. All Environmental Financial Incentives and associated Reporting Rights available in connection with the System are retained and owned by Provider or its assignee. Customer shall take all reasonable measures to assist Provider in obtaining all Environmental Financial Incentives currently available or subsequently made available in connection with the System. At Provider’s request and expense, Customer shall execute all such documents and instruments reasonably necessary or desirable to effect or evidence Provider’s or its assignee right, title and interest in and to the Environmental Financial Incentives. If the standards used to qualify the Environmental Financial Incentives to which Provider is entitled under this Agreement are changed or modified, Customer shall, at Provider’s request and expense, use all reasonable efforts to cause the Environmental Financial Incentives to comply with new standards as changed or modified. If Customer fails to act in good faith in completing documentation or taking actions reasonably requested by Provider, and such failure results in the loss of an Environmental Financial Incentive that would otherwise be available, Customer shall reimburse Provider for the full amount of such lost Environmental Financial Incentive. 5.2.3 Customer shall not take any action or suffer any omission that would have the effect of impairing the value to the Provider of the Environmental Attributes or Environmental Financial Incentives. 5.2.4 Provider or its assignee will at all times retain all tax credits and related tax benefits (including depreciation) associated with the System. 13 6. Price and Payment. 6.1 Price. Customer shall pay Provider for the Energy provided pursuant to the terms of this Agreement at the rate per kWh (the “kWh Rate”) set forth in Schedule C for the Term of this Agreement, plus any adjustments required pursuant to Section 3.1.1, plus any additional amount required pursuant to Section 6.2. Notwithstanding the foregoing, in the event that Customer elects to renew this Agreement pursuant Section 10.3.1, Customer shall pay the Renewal Rate for Energy delivered during such renewal period. 6.2 Taxes. 6.2.1 Customer Taxes. Provider shall invoice Customer for, and Customer shall pay all sales, use, excise, ad valorem, transfer and other similar taxes (“Transfer Taxes”), but excluding in all events taxes based on or measured by net income, that are imposed by any taxing authority arising out of or with respect to the purchase or sale of the Solar Services (regardless of whether such Transfer Taxes are imposed on Provider or Customer), together with any interest, penalties or additions to tax payable with respect to such Transfer Taxes, unless such interest, penalties or additions to tax payable with respect to such Transfer Taxes are due to Provider’s failure to timely remit any such Transfer Taxes or to file any returns required by the appropriate taxing authority, and Provider shall indemnify and hold Customer harmless in such excepted cases. If Customer shall be required to by law to withhold or deduct any Transfer Taxes or other taxes imposed by any jurisdiction or any political subdivision from or in respect of any sum payable hereunder, the sum payable shall be increased as may be necessary so that, after taking all required deductions, Provider shall have received an amount equal to the sum it would have received had no such deductions been made. Provider will pay any ad valorem property tax imposed on the System by any taxing authority. 6.2.2 Provider Taxes. Provider will pay and hold harmless Customer from any sales or use tax imposed upon Customer arising from this Agreement, other than as set forth in the preceding Section 6.2.1, including but not limited to Provider's manufacture, installation and acquisition of the System. Provider will pay and hold harmless Customer from property tax, if any, assessed on (i) Provider’s use of the portion of the Site on which the System is installed, to the extent prescribed in the License; (ii) the System or Provider’s ownership, installation or use thereof; or (iii) any other aspect of this Agreement. Notwithstanding the foregoing, Customer shall pay and hold harmless Provider from sales and use taxes, if any, arising upon the transfer, if any, of both legal and beneficial ownership of the System to Customer pursuant to this Agreement. 6.3 Billing and Payment. Billing and payment for the Solar Services sold and purchased under this Agreement and any other amounts due and payable hereunder shall occur as follows: 14 6.3.1 Payments. Subject to adjustment in accordance with the following sentences of this Section 6.3.1, Customer shall pay to Provider for each Monthly Period during the Term within thirty (30) days after receipt of any invoice a payment for the Energy delivered by the System during each such Monthly Period equal to the product of (a) Monthly Production for the System for the relevant month multiplied by (b) the then applicable kWh Rate. Customer payments under Sections 6.3.1, above, shall be made by check to: Solar Star Co Co 1, LLC Attn: Commercial Asset Management Group c/o SunPower Capital Services, LLC 2900 Esperanza Crossing Austin, TX 78758 Payment may also be made by wire transfer of immediately available funds upon receipt of specific instructions by Provider. Upon receipt of written direction and instructions from Provider and Provider’s Financing Party, all payments to be made by the Customer to the Provider under this Agreement shall be made directly to the Provider’s Financing Party or its agent designated in a writing addressed to Customer from time to time. 6.3.2 Invoice Errors. Within thirty (30) days after receipt of any invoice, Customer may provide written notice to Provider of any alleged error therein (including any error resulting from Meter adjustments pursuant to Section 4.3.3). Customer shall pay all undisputed amounts, including the undisputed portion of any invoice, in accordance with the instructions set forth for payment under Section 6.3.1. If Provider notifies Customer in writing within thirty (30) days of receipt of such notice that Provider disagrees with the allegation of error in the invoice, the Parties shall meet, by telephone conference call or otherwise, within ten (10) days of Customer’s response for the purpose of attempting to resolve the dispute. 6.3.3 Late Payments. All payments hereunder shall be made without setoff or deduction. Any payment not made within the time limits specified in Section 6.3.1 shall bear interest from the date on which such payment was required to have been made through and including the date on which such payment is actually received by the Provider. Such interest shall accrue at a monthly rate equal to the lesser of the then prevailing prime rate of interest as published in The Wall Street Journal or the maximum interest rate permitted by Applicable Law. 7. General Covenants. 7.1 Provider’s Covenants. Provider covenants and agrees as follows: 7.1.1 Permits and Approvals. While performing this Agreement, Provider shall obtain and maintain all approvals, consents, licenses and permits from relevant Governmental Authorities, utility personnel, and (to the extent known to Provider) the Site’s owners, if Customer is not the owner of the Site, and other agreements and consents required to be obtained and maintained by Provider and to enable Provider to perform such work. Provider shall deliver copies of all permits and approvals obtained pursuant to this Section to Customer. 15 7.1.2 Health and Safety. Provider shall take all reasonably necessary safety precautions in performing this Agreement and shall comply in all material respects with all Applicable Laws pertaining to the safety of persons and real and personal property. 7.1.3 Removal of Liens. Provider shall not directly or indirectly cause, create, incur, assume or suffer to exist any mortgage, pledge, lien (including mechanics’, laborers’ or materialmen’s liens), charge, security interest, encumbrance or claim of any nature (“Liens”) on or with respect to the Site or any interest therein; provided that this Section 7.1.3 shall not limit Liens on the System. If Provider breaches its obligations under this Section, it shall immediately notify Customer in writing, shall promptly cause such Lien to be discharged and released of record without cost to Customer, and shall defend and indemnify Customer against all costs and expenses (including reasonable attorneys’ fees and court costs at trial and on appeal) incurred in discharging and releasing such Lien. 7.1.4 Provider Records. Provider shall keep complete and accurate records of its operations hereunder and shall maintain such data as may be necessary to determine with reasonable accuracy any item relevant to this Agreement. Customer has the right to examine all such records insofar as may be necessary for the purpose of ascertaining the reasonableness and accuracy of any statements of costs relating to transactions hereunder. 7.2 Customer’s Covenants. Customer covenants and agrees as follows: 7.2.1 Health and Safety. Customer shall at all times maintain the areas of the Site consistent with all Applicable Laws pertaining to the health and safety of persons and property. 7.2.2 Security. Customer shall provide and take reasonable measures for security of the System, including commercially reasonable monitoring of the Site’s alarms, if any. 7.2.3 Notice of Damage. Customer shall promptly notify Provider of any matters of which it becomes aware pertaining to any damage to or loss of the use of the System or that could reasonably be expected to adversely affect the System. 7.2.4 Liens. Customer shall not directly or indirectly cause, create, incur, assume or suffer to exist any Liens on or with respect to the System or any interest therein. Customer also shall pay promptly any taxes, charges or fees of whatever type of any relevant Governmental Authority for which Customer is responsible under Section 6.2 before a fine or penalty may attach to the System. If Customer breaches its obligations under this Section, it shall immediately notify Provider in writing, and shall promptly cause such Lien on or with respect to the System (including if such arises in favor of any third party claiming through Customer, such as a lender, mortgagee or encumbrancer of real property) to be removed, discharged and released of record without cost to Provider, and shall defend, indemnify and hold Provider harmless against all costs and expenses (including reasonable attorneys’ fees and court costs at trial and on appeal) incurred in removing, discharging and releasing such Lien. 16 7.2.5 Consents and Approvals. Customer shall obtain and maintain, and secure and deliver to Provider copies of, all consents, approvals, permits, licenses, and authorizations (or evidence that the project—including the System, and the work and Solar Services described in this Agreement—is exempt from the regulatory jurisdiction of local agencies (including zoning, building, and land-use requirements) or that all required local agency approvals and permits have been obtained) relating to the performance of Customer’s obligations and the rights granted by Customer hereunder, and that are required by the terms, conditions or provisions of any restriction or any agreement or instrument or statute to which Customer is a party or by which Customer is bound, including completing applications for interconnection with Customer’s local electric utility. Customer shall use best efforts to assist Provider in fulfilling Provider’s responsibilities under Section 7.1.1. In addition, as a condition precedent to the effectiveness of this Agreement, Customer covenants that it has obtained all discretionary and other approvals required in connection with the project from its governing board and all applicable Government Authorities and that such board or Governmental Authority complied with the California Environmental Quality Act; or, if no other discretionary approvals were required, such board or Governmental Authority approved this Agreement before it was executed. 7.2.6 Maintenance of Interconnection. Customer shall ensure that all of the facilities to which the Energy is delivered hereunder remain interconnected to the electrical grid during the entire Term, except as permitted under Section 4.5 and Section 9. 7.2.7 Solar Access. Customer shall ensure that the System remains free of overshadowing or other blocked access to sunlight during the Term, and it is acknowledged and agreed by the Parties that the foregoing is a material obligation of the Customer for the purposes of this Agreement. Customer will use best efforts to secure a solar easement for the Site to prevent other buildings, structures or flora from overshadowing or otherwise blocking access of the sunlight to the System. Provider shall provide assistance to Customer in seeking a solar easement; however, Customer shall bear all costs and expenses related to obtaining any such easement. 7.2.8 Customer Records. Customer shall keep complete and accurate records of its operations hereunder and shall maintain such data as may be necessary to determine with reasonable accuracy any item relevant to this Agreement. Provider shall have the right to examine all such records insofar as may be necessary for the purpose of ascertaining the reasonableness and accuracy of any statements of costs relating to transactions hereunder. 8. Insurance Requirements. 8.1 Provider’s General Liability Insurance. Provider shall maintain, at its sole expense, commercial general liability insurance, including products and completed operations and personal injury insurance, in a minimum amount of one million dollars ($1,000,000) per occurrence and in the aggregate, endorsed to provide contractual liability in said amount, specifically covering Provider’s obligations under this Agreement and naming Customer as an additional insured. The minimum coverage amount of $1,000,000 per occurrence and in the aggregate may be satisfied by a combination of a general liability policy and an excess/umbrella liability policy. Provider, if it has employees, shall also maintain at all times during the term of 17 this Agreement workers’ compensation insurance coverage in accordance with the applicable requirements of federal and state law. Within thirty (30) days after execution of this Agreement and upon Customer’s request annually thereafter, Provider shall deliver to Customer certificates of insurance evidencing such coverage, which shall specify that Customer shall be given at least thirty (30) days’ prior written notice by the applicable insurer in the event of any material modification, cancellation or termination of coverage, except ten (10) days for non- payment of premium. Such insurance shall be primary coverage without right of contribution from any insurance of Customer. 8.2 Customer’s Insurance. Customer shall provide and maintain “all-risk” property insurance covering the buildings on which the System is located during all periods (construction and operation) that Provider is the beneficial owner of the System, and naming Provider or its assignee as the loss payee. The System shall be insured for not less than its Termination Value. All such policies shall be with financially sound and reputable insurance companies that have an (i) A.M. Best rating of A+ and a financial strength category of “XII” or higher, (ii) a Standard & Poor’s financial strength rating of A+ or higher, or (iii) are otherwise reasonably satisfactory to the Provider or its assignee; and such policies shall be on terms that are reasonably satisfactory to the Provider or its assignee. Within thirty (30) days after execution of this Agreement and upon Provider’s request annually thereafter, Customer shall deliver to Provider certificates of insurance evidencing such coverage, which shall specify that Provider shall be given at least thirty (30) days’ prior written notice (10 days’ notice for cancellation due to nonpayment of premiums) by the applicable insurer in the event of any material modification, cancellation or termination of coverage. Such insurance shall be primary coverage without right of contribution from any insurance of Provider. Notwithstanding the foregoing, Customer shall be entitled to self- insure all of its insurance requirements under this Agreement. 9. Force Majeure Events. If either Party is prevented from or delayed in performing any of its obligations under this Agreement by reason of a Force Majeure Event, such Party shall notify the other Party in writing as soon as practicable after the onset of such Force Majeure Event and shall be excused from the performance of its obligations under this Agreement to the extent that such Force Majeure Event interferes with such performance. The Party whose performance under this Agreement is prevented or delayed as the result of a Force Majeure Event shall use reasonable efforts to remedy its inability to perform. If a Party’s failure to perform its obligations under this Agreement is due to a Force Majeure Event, then such failure shall not be deemed a Provider Default or a Customer Default, as the case may be. In case a Force Majeure Event continues for at least one (1) year with respect to the System, then either Party may terminate this Agreement by written notice to the other. 18 10. Term; Customer Options; Termination. 10.1 Term. The term of this Agreement shall commence on the Effective Date and shall expire on the date that is twenty-five (25) years after the Commercial Operation Date (the “Expiration Date”), unless and until terminated earlier pursuant to Sections 3.1, 3.2, 3.3, 9, 10.2.3, 10.6 or 12 (the date of any such termination, the “Termination Date”, and the “Term” being such period of time commencing on the Effective Date and ending on the earlier of (i) the Termination Date, and (ii) the Expiration Date). 10.2 Customer Options Upon Cessation of Business Operations at Site. If, prior to the end of the Term, Customer ceases to conduct business operations at the Site, vacates the Site, or is prevented from allowing operation of the System on the Site: 10.2.1 Substitute Site. So long as Customer’s exercise of its rights under this Section 10.2.1 does not impair or reduce any Environmental Financial Incentives that may be available to the Provider, or otherwise have an adverse tax effect on Provider, or in the Provider’s sole discretion and determination, impair Provider’s ability to meet any and all obligations in connection with a Financing Party or a prospective financing transaction, Customer shall have the right to provide Provider with a mutually agreeable substitute Site located within the same utility district, subject to requisite governing agency approvals, to relocate the System, which agreement shall not be unreasonably withheld, or, if not available, in a location with similar solar insolation, utility rates, Environmental Attributes and Environmental Financial Incentives. Any such alternate Site shall have a similar demand charge profile as the Site. If such alternate Site is available and is acceptable to Provider, this Agreement shall be amended to delete the prior Site and add the new Site, but otherwise this Agreement shall remain in full force in accordance with its terms and shall not be deemed otherwise amended. Customer shall pay the reasonable costs arising in connection with the relocation(s) of the System, including removal costs, installation costs, any applicable interconnection fees, costs related to obtaining a site license or lease at the substitute site, other costs of deployment at the substitute Site, and amounts lost that would otherwise be payable under this Agreement due to such relocation(s) to Provider based on delivered Energy averaged over the prior twelve months for the System. 10.2.2 Move and Pay Option. So long as such event does not impair or reduce any Environmental Attributes or Environmental Financial Incentives, Customer may elect to pay or guarantee the payment of the remaining monthly amounts due under this Agreement to Provider, and cause the System to be kept in operation at the Site, in each case through the remainder of the Term. 10.2.3 Termination and Payment of Termination Value. If, beginning in the sixth year following the Commercial Operation Date, a substitute Site cannot be located in accordance with Section 10.2.1 with respect to the System and Customer elects not to avail itself of the provisions of Section 10.2.2 with respect to the System, then Customer shall so notify Provider, Provider shall remove the System (at Customer’s sole cost and expense) and Customer shall pay to Provider the then-applicable Termination Value specified in Column A of Schedule D 19 as liquidated damages, whereupon this Agreement shall terminate. The Parties agree that actual damages to Provider if this Agreement is terminated as contemplated in this Section 10.2 would be difficult to ascertain, and the applicable Termination Value is a reasonable approximation of the damages suffered by Provider as a result of early termination of this Agreement. 10.3 Customer Options Upon Expiration of Term. 10.3.1 Extension of Term. Upon prior written notice to Provider at least one-hundred eighty (180) days prior to the Expiration Date, Customer has the option to renew the term of this Agreement with respect to the System and Solar Services for one (1) additional three (3)-year period at the Renewal Rate. 10.3.2 Purchase of System. If Customer has not elected to renew the term of this Agreement in accordance with Section 10.3.1, Customer may purchase the System by providing Provider written notice of its intent to purchase the System no later than one-hundred and eighty (180) days prior to the Expiration Date, and paying Provider the Fair Market Value thereof no later than the relevant Expiration Date. The “Fair Market Value” of the System shall be the value determined by the mutual agreement of Customer and Provider within ten (10) days after receipt by Provider of Customer’s notice of its election to purchase the System. If Customer and Provider cannot mutually agree to a Fair Market Value, then the Parties shall jointly select a nationally recognized independent appraiser with whom the parties have discussed methods and assumptions, with experience and expertise in the solar photovoltaic industry to value such equipment. Such appraiser shall act reasonably and in good faith to determine the Fair Market Value and shall set forth such determination in a written opinion delivered to the Parties. The valuation made by the appraiser shall be binding on the Parties in the absence of fraud or manifest error. The costs of the appraisal shall be borne by the Parties equally. To the extent transferable, the remaining period, if any, on all warranties for the System will be transferred from Provider to Customer. If the Parties are unable to agree on the selection of an appraiser, such appraiser shall be jointly selected by the appraiser firm proposed by the Customer and the appraiser firm proposed by the Provider. Upon receipt by Provider of payment of the Fair Market Value, title to the System as well as available Environmental Attributes and Environmental Financial Incentives from the System shall transfer to Customer as-is, where-is. 10.3.3 Return of System. If at the end of a Term, or an Extension of Term pursuant to Section 10.3.1, Customer does not exercise any of the options described in Sections 10.3.1 and 10.3.2, Provider shall remove all of its tangible property comprising the System from the Site by a mutually convenient date but in no case later than one hundred eighty (180) days after the Expiration Date with respect to the System. The cost to remove the System shall be borne by the Provider. The portion of the Site on which the System was installed shall be returned to its original condition, except for ordinary wear and tear, and Provider shall leave the portion of the Site on which the System was installed in neat and clean order. 10.4 Customer Purchase Options Prior to Expiration Date. 10.4.1 On the later to occur of the sixth (6th) anniversary of the Commercial Operation Date, provided that no Customer Default shall have occurred and be continuing beyond any applicable period of cure, Customer may elect to purchase all, but not less than all, of the System. If Customer elects to so purchase the System, 20 the purchase price shall be the higher of the then Fair Market Value of the System (calculated in accordance with the definition of Fair Market Value set forth in Section 10.3.2 for the System, and such determination to be at Customer’s sole cost and expense), or the then-current Termination Value specified in Column A of Schedule D. Not less than one-hundred-and-eighty (180) days prior to the exercise of the purchase option for the System, Customer shall provide written notice to Provider of Customer’s exercise thereof. Upon the exercise of the foregoing purchase option plus receipt of the Value as determined in Section 10.4 above and all other amounts then owing by Customer to Provider, the Parties will execute all documents necessary to cause title to the System to pass to Customer as-is, where- is; provided, however, that Provider shall remove any encumbrances placed on the System by Provider at Customer’s expense. 10.4.2 On the later to occur of the fifteenth (15th) anniversary of the Commercial Operation Date, provided that no Customer Default shall have occurred and be continuing beyond any applicable period of cure, Customer may elect to purchase the System. If Customer elects to so purchase the System, the purchase price shall be the higher of the then Fair Market Value of the System (calculated in accordance with the definition of “Fair Market Value” set forth in Section 10.3.2 for the System, and such determination to be at Customer’s sole cost and expense), and the amount specified in Column A of Schedule D. Not less than one-hundred-and- eighty (180) days prior to the exercise of the purchase option for the System, Customer shall provide written notice to Provider of Customer’s exercise thereof. Upon the exercise of the foregoing purchase option plus receipt of the Fair Market Value and all other amounts then owing by Customer to Provider, the Parties will execute all documents necessary to cause title to the System to pass to Customer as-is, where-is; provided, however, that Provider shall remove any encumbrances placed on the System by Provider at Customer’s expense. 10.5 Payment of Termination Value on Termination Date. In the event that the Termination Date has occurred for reasons other than pursuant to Sections 3.1.2., 10.6 or 12.1.1, Customer shall be required to pay to Provider the then-applicable Termination Value specified in Column A of Schedule D as liquidated damages. The Parties agree that actual damages to Provider in the event this Agreement terminates prior to the expiration of the Term for causes attributable to Customer would be difficult to ascertain, and the applicable Termination Value is a reasonable approximation of the damages suffered by Provider as a result of early termination of this Agreement. 10.6 Provider Termination. Provider shall have the right, in Provider’s sole and absolute discretion, to terminate this Agreement upon written notice if any of the following occurs: 10.6.1 at any time until construction of the System commences Provider determines in its sole discretion that it is unable to install the System at the Site; 21 10.6.2 if the occurrence of an unstayed order of a court or administrative agency has the effect of subjecting the sales of the Energy to federal or state regulation of the prices therefor and/or the delivery of the service; 10.6.3 the elimination or alteration of one or more Environmental Financial Incentives or other change in law that results in a material adverse economic impact on Provider; or 10.6.4 if the annual direct beam solar resource availability at the Site is less than or equal to 90% of historical averages as measured by long-term weather data (minimum of five (5) years) collected at the Site and/or other reliable calibrated and appropriate weather station representative of the Site. In the event of a Provider termination under this Section 10.6, Provider shall remove all of its tangible property comprising the System from the Site by a mutually convenient date but in no case later than one hundred eighty (180) days after the Termination Date. The cost to remove the System shall be borne by the Provider. The portion of the Site on which the System was installed shall be returned to its original condition, except for ordinary wear and tear, and Provider shall leave the portion of the Site on which the System was installed in neat and clean order. 11. Defaults. 11.1 Customer Default. The occurrence at any time of any of the following events shall constitute a “Customer Default”: 11.1.1 Failure to Pay. The failure of Customer to pay during the Term any amounts owing to Provider on or before the date on which such amounts are due and payable under the terms of this Agreement and Customer’s failure to cure such failure within fifteen (15) days after Customer receives written notice of each such failure from Provider; 11.1.2 Failure to Maintain Phone/Data Line. Unless due to a Force Majeure Event excused by Section 9, the failure of Customer to maintain and grant Provider access to the phone and other communications lines required to be maintained pursuant to Section 4.1.3 and Customer’s failure to cure such failure within twenty (20) business days after Customer receives written notice of such failure from Provider; provided that in any event if such failure shall continue for at least five (5) days after notice to Customer and shall result in lost revenue to Provider, Provider shall be entitled to reasonably estimate the amount of revenue that would have been obtained and shall invoice Customer therefor; 11.1.3 Failure to Perform Other Obligations. Unless due to (i) a Force Majeure Event excused by Section 9, or (ii) a breach of paragraph 2 of Section 2 (License), the failure of Customer to perform or cause to be performed any other material obligation required to be performed by Customer under this Agreement, or the failure of any representation, covenant, or warranty set forth herein to be true and correct as and when made; provided, however, that if such failure by its nature can be cured, then Customer shall have a period of thirty (30) business 22 days after receipt of written notice from Provider of such failure to Customer to cure the same and a Customer Default shall not be deemed to exist during such period; provided, further, that if Customer commences to cure such failure during such period and is diligently and in good faith attempting to effect such cure, said period shall be extended for one hundred twenty (120) additional days; 11.1.4 Bankruptcy, Etc. (a) Customer admits in writing its inability to pay its debts generally as they become due; (b) Customer files a petition or answer seeking reorganization or arrangement under the federal bankruptcy laws or any other applicable law or statute of the United States of America or any State, district or territory thereof; (c) Customer makes an assignment for the benefit of creditors; (d) Customer consents to the appointment of a receiver of the whole or any substantial part of its assets; (e) Customer has a petition in bankruptcy filed against it, and such petition is not dismissed within ninety (90) days after the filing thereof; (f) a court of competent jurisdiction enters an order, judgment, or decree appointing a receiver of the whole or any substantial part of Customer’s assets, and such order, judgment or decree is not vacated or set aside or stayed within ninety (90) days from the date of entry thereof; or (g) under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of the whole or any substantial part of Customer’s assets and such custody or control is not terminated or stayed within ninety (90) days from the date of assumption of such custody or control; or 11.1.5 Failure of Site Access. A breach by Customer of the License occurs and Customer fails to cure such breach within five (5) days after Customer receives written notice of such breach from Provider. 11.2 Provider Default. The occurrence at any time of the following event shall constitute a “Provider Default”: 11.2.1 Failure to Perform Obligations. Unless due to a Force Majeure Event excused by Section 9, the failure of Provider to perform or cause to be performed any obligation required to be performed by Provider under this Agreement or the failure of any representation and warranty set forth herein to be true and correct as and when made; provided, however, that if such failure by its nature can be cured, then Provider shall have a period of thirty (30) business days after receipt of written notice from Customer of such failure to Provider to cure the same and a Provider Default shall not be deemed to exist during such period; provided, further, that if Provider commences to cure such failure during such period and is diligently and in good faith attempting to effect such cure, said period shall be extended for one-hundred twenty (120) additional days; or 11.2.2 Bankruptcy, Etc. (a) Provider admits in writing its inability to pay its debts generally as they become due; (b) Provider files a petition or answer seeking reorganization or arrangement under the federal bankruptcy laws or any other applicable law or statute of the United States of America or any State, district or territory thereof; (c) Provider makes an assignment for the benefit of creditors; (d) Provider consents to the appointment of a receiver of the whole or any substantial part of its assets; (e) Provider has a petition in bankruptcy filed against it, and such petition is not dismissed within ninety (90) days after the filing thereof; (f) a 23 court of competent jurisdiction enters an order, judgment, or decree appointing a receiver of the whole or any substantial part of Provider’s assets, and such order, judgment or decree is not vacated or set aside or stayed within ninety (90) days from the date of entry thereof; or (g) under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of the whole or any substantial part of Provider’s assets and such custody or control is not terminated or stayed within ninety (90) days from the date of assumption of such custody or control. 12. Remedies Following Default. 12.1 Customer’s Remedies Upon Occurrence of a Provider Default. 12.1.1 Termination. If a Provider Default has occurred and is continuing, then Customer may terminate this Agreement by providing written notice to Provider thereof, and this Agreement shall terminate and be of no further force or effect as of the date of the notice according to Section 14.1. 12.1.2 Other Rights and Remedies. If any Provider Default described under Section 11.2 has occurred and Customer has terminated this Agreement as a result thereof in accordance with the terms of Section 12.1.1 above, then, subject to Section 12.3, Provider shall pay to Customer an amount not to exceed the then-present value (discounted at the prevailing prime rate of interest as published in The Wall Street Journal on the day preceding the date of determination) of (a) the cash flows equal to the product of (i) the positive difference, if any, of the price per kWh for commercially available, utility-provided energy in the applicable market(s) (which shall not include related charges such as delivery, service, distribution, or taxes) minus the kWh Rate of Energy hereunder (as such kWh Rate would have been escalated over time pursuant to the terms hereof) hereof, multiplied by (ii) the number of days remaining in the term of this Agreement had it not been terminated times the expected daily number of kWh of Energy to be delivered under this Agreement, calculated by dividing the Estimated Year 1 Production set forth in Schedule B, adjusted for as-built System, by 365. Provider’s payment to Customer of the amounts set forth in this Section 12.1.2 shall not in any way limit the other remedies at law or in equity that Customer may pursue as damages for Provider’s breach of this Agreement; provided, however, that such damages pursued by Customer are subject to the limitation provisions of Sections 12.3 and 12.5. 12.2 Provider’s Remedies Upon Customer Default. In addition to any other remedies available under this Agreement or at law, if a Customer Default has occurred and is continuing, then Provider may terminate this Agreement by providing written notice to Customer thereof, and this Agreement shall terminate and be of no further force or effect as of the date of the notice according to Section 14.1 and Provider shall have the right to (a) cause Customer to pay (and Customer shall have the obligation to pay to Provider) the applicable Termination Value set forth in Column A of Schedule D and (b) enter onto the Site and remove the System in accordance with the last sentence of Section 10.2.3. 24 12.3 No Consequential Damages. Nothing in this Agreement is intended to cause either Party to be, and neither Party shall be, liable to the other Party for any lost business, lost profits or revenues from others or other special or consequential damages, all claims for which are hereby irrevocably waived by Customer and Provider. Notwithstanding the foregoing, none of the payments for the Energy or any other amount specified as payable by Customer to Provider under the terms of this Agreement upon the termination of this Agreement shall be deemed consequential damages 12.4 Effect of Termination of Agreement. Upon the Termination Date or the Expiration Date, as applicable, any amounts then owing by a Party to the other Party shall become immediately due and payable and the then future obligations of Customer and Provider under this Agreement shall be terminated (other than the indemnity obligations set forth in Section 13). Such termination shall not relieve either Party from obligations accrued prior to the effective date of termination or expiration. 12.5 Limitation of Liability. THE TOTAL LIABILITY OF A PARTY TO THE OTHER PARTY FOR ALL CLAIMS OR SUITS OF ANY KIND, WHETHER BASED UPON THIS AGREEMENT, TORT (INCLUDING NEGLIGENCE BUT EXCLUDING THIRD PARTY TORT CLAIMS FOR PERSONAL INJURY OR PROPERTY DAMAGE ARISING FROM THE PERFORMANCE OF THIS AGREEMENT), WARRANTY, STTRICT LIABILITY OR OTHERWISE, FOR ANY LOSSES, DAMAGES, COSTS OR EXPENSES OF ANY KIND WHATSOEVER ARISING OUT OF, RESULTING FROM OR RELATED TO THE PERFORMANCE OR BREACH OF THIS AGREEMENT SHALL, UNDER NO CIRCUMSTANCES, EXCEED $459,739, PROVIDED THAT THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO (A) LIABILITY FOR FRAUD OR WILLFUL MISCONDUCT OF ANY PERSON; (B) LIABILITY UNDER THE INDEMNIFICATION PROVISIONS OF THIS AGREEMENT FOR CLAIMS OF THIRD PARTIES FOR PERSONAL INJURY OR PROPERTY DAMAGE ARISING FROM THIS AGREEMENT; OR (C) PAYMENT OF THE KWH RATE. THE LIMITATION OF LIABILITY PROVIDED FOR HEREIN SHALL NOT BE USED TO LIMIT OR REDUCE ANY AVAILABLE INSURANCE. 13. Indemnification. 13.1 Indemnification by Provider. Provider shall fully indemnify, save harmless and defend Customer from and against any and all costs, claims, and expenses incurred by Customer in connection with or arising from any claim by a third party for physical damage to or physical destruction of property, or death of or bodily injury to any Person, but only to the extent caused by (a) the negligence or willful misconduct of Provider or its agents or employees or others under Provider’s control in performing this Agreement, and 25 (b) a Provider Default under this Agreement; provided, however, that nothing in this Section 13.1 is intended to modify the limitation of Provider’s liability set forth in Section 12.3 above; provided further that to the extent Customer recovers such damages, losses and expenses under any insurance policy, Customer shall reimburse any payment made by Provider under this indemnity. 13.2 Indemnification by Customer. Without limiting the provisions of Section 8, Customer shall fully indemnify, save harmless and defend Provider or its assignees and successors from and against any and all costs, claims, and expenses incurred by Provider in connection with or arising from any claim by a third party for physical damage to or physical destruction of property, or death of or bodily injury to any Person, but only to the extent caused by (a) the negligence or willful misconduct of Customer or its agents or employees or others under Customer’s control at the Site or (b) a Customer Default hereunder; provided, however, that nothing in this Section 13.2 is intended to modify the limitation of Customer’s liability set forth in Section 12.3 above; provided further that to the extent Provider recovers such damages, losses and expenses under any insurance policy, Provider shall reimburse any payment made by Customer under this indemnity. 13.3 Notice of Claims. Any Party seeking indemnification hereunder (the “Indemnified Party”) shall deliver to the other Party (the “Indemnifying Party”) a 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 after the Indemnified Party receives notice that an action at law or a suit in equity has commenced; provided, however, that failure to deliver the Claim Notice as aforesaid shall not relieve the Indemnifying Party of its obligations under this Section 13, except to the extent that such Indemnifying Party has been prejudiced by such failure. 13.4 Defense of Action. If requested by an 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 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 Section 13 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 26 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. 13.5 Survival of Provisions. The provisions of this Section 13 shall survive the expiration or termination of this Agreement. 14. Miscellaneous Provisions. 14.1 Notices. All notices, communications and waivers under this Agreement shall be in writing and shall be (a) delivered in person or (b) mailed, postage prepaid, either by registered or certified mail, return receipt requested or (c) sent by reputable overnight express courier, addressed in each case to the addresses set forth below, or to any other address either of the parties to this Agreement shall designate in a written notice to the other Party: If to Provider: Solar Star Co Co 1, LLC c/o SunPower Corporation 1414 Harbour Way South, Suite 1901 Richmond, CA 94804 Attention: Julie Williamson, Project Administration Phone:510-540-0550 Fax:510-540-0552 If to Customer: Contra Costa County Public Works Dept. Capital Projects Management Division Attn: Energy Manager 40 Muir Road Martinez, CA 94553Phone: 925-313-2000 Fax: 925-313-2333 All notices sent pursuant to the terms of this Section 14.1 shall be deemed received (i) if personally delivered, then on the date of delivery, (ii) if sent by reputable overnight, express courier, then on the next business day immediately following the day sent, or (iii) if sent by registered or certified mail, then on the earlier of the third (3rd) business day following the day sent or when actually received. 27 14.2 Authority. 14.2.1 Provider Representations. Provider hereby represents and warrants that: (a) It is a Delaware limited liability company duly organized, validly existing and in good standing under the laws of the state of its formation and has all requisite limited liability company power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby; (b) The execution and delivery of this Agreement and the performance of its obligations hereunder have been duly authorized by all necessary limited liability company action; (c) This Agreement is a legal, valid and binding obligation of Provider enforceable against Provider in accordance with its terms, subject to the qualification, however, that the enforcement of the rights and remedies herein is subject to (i) bankruptcy and other similar laws of general application affecting rights and remedies of creditors and (ii) the application of general principles of equity (regardless of whether considered in a proceeding in equity or at law); (d) To the best knowledge of Provider, as of the date of execution hereof, no governmental approval (other than any governmental approvals that have been previously obtained or disclosed in writing to Customer) is required in connection with the due authorization, execution and delivery of this Agreement by Provider or the performance by Provider of its obligations hereunder which Provider has reason to believe that it will be unable to obtain in due course on or before the date required for Provider to perform such obligations; and (e) Neither the execution and delivery of this Agreement by Provider nor compliance by Provider with any of the terms and provisions hereof (i) conflicts with, breaches or contravenes the provisions of the articles of formation or operating agreement of Provider or any contractual obligation of Provider or (ii) results in a condition or event that constitutes (or that, upon notice or lapse of time or both, would constitute) an event of default under any material contractual obligation of Provider. 14.2.2 Customer Representations. Customer hereby represents and warrants that: 28 (a) It is a political subdivision of the State of California, validly existing and in good standing under the laws of the state of its formation and has all requisite power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby; (b) The execution and delivery of this Agreement and the performance of its obligations hereunder have been duly authorized by all necessary governmental action; (c) This Agreement is a legal, valid and binding obligation of Customer enforceable against Customer in accordance with its terms, subject to the qualification, however, that the enforcement of the rights and remedies herein is subject to (i) bankruptcy and other similar laws of general application affecting rights and remedies of creditors and (ii) the application of general principles of equity (regardless of whether considered in a proceeding in equity or at law); (d) No governmental approval (other than any governmental approvals which have been previously obtained or disclosed in writing to Provider) is required in connection with the due authorization, execution and delivery of this Agreement by Customer or the performance by Customer of its obligations hereunder which Customer has reason to believe that it will be unable to obtain in due course; (e) Neither the execution and delivery of this Agreement by Customer nor compliance by Customer with any of the terms and provisions of this Agreement results in a condition or event that constitutes (or that, upon notice or lapse of time or both, would constitute) an event of default under any contractual obligation of Customer; (f) Customer has not entered into any contracts or agreements with any other person regarding the provision of the services at the Site contemplated to be provided by Provider under this Agreement; and (g) None of the electricity to be generated by the Provider will be used to generate energy for the purpose of heating a swimming pool. 14.3 Assignment 14.3.1 Provider Assignment. 29 Provider may assign this Agreement upon written notice thereof to Customer, provided that any such assignment shall be to an assignee capable of performing Provider’s obligations hereunder. Provider may, without any consent of Customer, sell, transfer, assign or pledge (or grant security interests in) its rights, title and interest in this Agreement, and/or any monies due under this Agreement to a Financing Party, in connection with any financing for the ownership, acquisition, construction, operation or use of the System. 14.3.2 Customer Assignment. Customer shall not assign all or any part of this Agreement to any entity other than an affiliate of Customer without the prior written consent of the Provider, which shall not be unreasonably withheld. Customer may not assign this Agreement to any Person, including an affiliate, with a credit rating lower than that of Customer without providing matching credit support in the form of cash, letter(s) of credit, or other security reasonably acceptable to Provider. Any assignment by the Customer not permitted under this Section 14.3 shall be void ab initio. In the event that Customer decides to sell or otherwise transfer the Site or a portion thereof upon which the System is located, Customer may (i) with Provider’s prior written consent, which will not be unreasonably withheld or delayed, assign this Agreement to the Site purchaser who shall assume all of Customer’s obligations under this Agreement and Provider shall release Customer from any further liability associated with this Agreement, or (ii) terminate this Agreement by paying Provider the Termination Value applicable to the date of termination. Upon payment of the Termination Value, the Parties will execute all documents necessary to cause title to the System to pass to Customer as-is, where-is. The Customer does not have the present intention of making any transfer of the Site or that portion of the Site on which the System is located; provided, however, nothing herein shall prohibit Customer from making any transfer of the Site or any portion thereof on which System is located, subject to the provisions set forth above. 14.4 Successors and Assigns. The rights, powers and remedies of each Party shall inure to the benefit of such party and its successors and permitted assigns. 14.5 Entire Agreement. This Agreement (including all exhibits and schedules attached hereto) represent the entire agreement between the parties to this Agreement with respect to the subject matter hereof and thereof and supersede all prior and contemporaneous oral and prior written agreements. 30 14.6 Amendments to Agreement. This Agreement shall not be amended, modified or supplemented without the written agreement of Provider and Customer at the time of such amendment, modification or supplement. 14.7 Waivers; Approvals. No waiver of any provision of this Agreement shall be effective unless set forth in writing signed by the Party making such waiver, and any such waiver shall be effective only to the extent it is set forth in such writing. Failure by a Party to insist upon full and prompt performance of any provision of this Agreement, or to take action in the event of any breach of any such provisions or upon the occurrence of any Provider Default or Customer Default, as applicable, shall not constitute a waiver of any rights of such Party, and, subject to the notice requirements of this Agreement, such Party may at any time after such failure exercise all rights and remedies available under this Agreement with respect to such Provider Default or Customer Default. Receipt by a Party of any instrument or document shall not constitute or be deemed to be an approval of such instrument or document. Any approvals required under this Agreement must be in writing, signed by the Party whose approval is being sought. 14.8 Partial Invalidity. In the event that any provision of this Agreement is deemed to be invalid by reason of the operation of Applicable Law, Provider and Customer shall negotiate an equitable adjustment in the provisions of the same in order to effect, to the maximum extent permitted by law, the purpose of this Agreement (and in the event that Provider and Customer cannot agree then such provisions shall be severed from this Agreement) and the validity and enforceability of the remaining provisions, or portions or applications thereof, shall not be affected by such adjustment and shall remain in full force and effect. 14.9 Execution in Counterparts. This Agreement may be executed in counterparts, and all said counterparts when taken together shall constitute one and the same Agreement. 14.10 Governing Law; Jurisdiction; Forum. This Agreement shall be governed by and construed in accordance with the internal laws of the State of California. Customer irrevocably agrees that any action, suit or proceeding by or among Provider and Customer may be brought in whichever of the Superior Courts of the State of California, Alameda County, or the Federal Court for the Northern District of California, has subject matter jurisdiction over the dispute and waives any objection that Customer may now or hereafter have regarding the choice of forum whether on personal jurisdiction, venue, forum non conveniens or on any other ground. Customer irrevocably consents to the service 31 of process outside of the territorial jurisdiction of such courts by mailing copies thereof by registered or certified mail, postage prepaid, to Customer’s address set forth herein with the same effect as if Customer were a resident of the State of California and had been lawfully served in such state. Nothing in this Agreement shall affect the right to service of process in any other manner permitted by law. 14.11 Attorneys’ Fees. If any action shall be instituted between Customer and Provider in connection with this Agreement, the Party prevailing in such action shall be entitled to recover from the other Party all of its reasonable costs and expenses incurred in connection with such action by arbitration or other legal proceeding, including reasonable attorneys’ fees. 14.12 No Third Party Rights. This Agreement is only for the benefit of the parties to this Agreement, their successors and permitted assigns (including any lender or lessor of Provider) and Persons expressly benefited by the indemnity provisions of this Agreement. No other Person (including, without limitation, tenants of the Site) shall be entitled to rely on any matter set forth in, or shall have any rights on account of the performance or non-performance by any Party of its obligations under, this Agreement. 14.13 Treatment of Additional Amounts. The Parties hereto acknowledge and agree that Customer’s payment of the Termination Value constitute liquidated damages and not penalties. The Parties further acknowledge that in the case of the payment of the Termination Value: (a) the amount of loss or damages likely to be incurred is incapable or is difficult to precisely estimate, (b) the amounts specified hereunder bear a reasonable proportion and are not plainly or grossly disproportionate to the probable loss likely to be incurred by Customer or Provider as the case may be and (c) the Parties are sophisticated business parties and have been represented by legal counsel and negotiated this Agreement at arm’s length. 14.14 No Agency. This Agreement is not intended, and shall not be construed, to create any association, joint venture, agency relationship or partnership between the Parties or to impose any such obligation or liability upon either Party. Neither Party shall have any right, power or authority to enter into any agreement or undertaking for, or act as or be an agent or representative of, or otherwise bind, the other Party. 32 14.15 No Public Utility. Nothing contained in this Agreement shall be construed as an intent by Provider to dedicate its property to public use or subject itself to regulation as a “public utility” (as defined in the California Public Utilities Code or any other Applicable Law). 14.16 No Recourse to Affiliates. This Agreement is solely and exclusively between the Parties, and any obligations created herein on the part of either Party shall be the obligations solely of such Party. 14.17 Cooperation with Financing. Customer acknowledges that Provider may be financing the Solar Services and the System and Customer agrees that it shall reasonably cooperate with Provider and its financing parties in connection with such financing, including (a) the furnishing of information related to the System and this Agreement, and (b) the giving of a Financing Party acknowledgment in the form attached hereto as Exhibit B (each, a “Consent”); provided, that the foregoing undertaking shall not obligate Customer to materially change any rights or benefits, or materially increase any burdens, liabilities or obligations of Customer, under this Agreement except for providing notices and additional cure periods to a Financing Party with respect to events of default by Provider under this Agreement pursuant to the terms of the Consent. 14.18 Setoff. Except as otherwise set forth herein, each Party reserves to itself all rights, setoffs, counterclaims and other remedies and/or defenses to which it is or may be entitled, arising from or out of this Agreement. 14.19 Service Contract. The Parties intend this Agreement to be treated as a service contract within the meaning of Section 7701(e)(3) of the Code. 15. Confidential Information. 15.1 Each Party (the “Receiving Party”) shall not use for any purpose other than performing its obligations under this Agreement, or divulge, disclose, produce, publish, or permit access to, without the prior written consent of the other Party (the “Disclosing Party”), any Confidential Information of the Disclosing Party. As used herein, the term “Confidential Information” means information or materials prepared in connection with this Agreement, designs, drawings, specifications, techniques, models, data, documentation, source code, object code, diagrams, flow charts, research, development, processes, procedures, know-how, manufacturing, development or marketing techniques and materials, development or marketing timetables, strategies and development plans, customer, supplier or personnel names and other information related to customers, 33 suppliers or personnel, pricing policies and financial information, and other information of a similar nature, whether or not reduced to writing or other tangible form, and any other trade secrets. Confidential Information does not include (a) information known to the Receiving Party prior to obtaining the same from the Disclosing Party; (b) information in the public domain at the time of disclosure by the Receiving Party; or (c) information obtained by the Receiving Party from a third party who did not receive same, directly or indirectly, from the Disclosing Party. The Receiving Party shall use the higher of the standard of care that the Receiving Party uses to preserve its own Confidential Information or a reasonable standard of care to prevent unauthorized use or disclosure of such Confidential Information. Notwithstanding anything herein to the contrary, the Receiving Party has the right to disclose Confidential Information without the prior written consent of the Disclosing Party: (i) as required by any court or other Governmental Authority, or by any stock exchange on which the shares of any Party are listed, (ii) as otherwise required by law, (iii) as advisable or required in connection with any government or regulatory filings, including without limitation, filings with any regulating authorities covering the relevant financial markets, (iv) to its attorneys, accountants, financial advisors or other agents, in each case bound by confidentiality obligations, (v) to banks, investors and other financing sources and their advisors, in each case bound by confidentiality obligations; or (vi) in connection with an actual or prospective merger or acquisition or similar transaction where the party receiving the Confidential Information is bound by confidentiality obligations. If a Receiving Party believes that it will be compelled by the law or a court or other Governmental Authority to disclose Confidential Information of the Disclosing Party, it shall give the Disclosing Party prompt written notice, and in all cases not less than five (5) business days’ notice in advance of disclosure, so that the Disclosing Party may determine whether to take steps to oppose such disclosure. 16. Estoppel Certificate. Either Party hereto, without charge, at any time and from time to time, within twenty (20) 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 relevant person, firm or corporation specified by such requesting party: a) If true and correct, 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; b) 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 c) 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. 2 [THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK] [Signature Page to SPWR – Contra Costa County PPA] IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date set forth above. PROVIDER: SOLAR STAR CO CO 1, LLC By: SunPower AssetCo, LLC Its member By: Name: David McIlhenny Title: Vice President CUSTOMER: CONTRA COSTA COUNTY By: Name: Title: A-1 EXHIBIT A SYSTEM DESIGN AND CONSTRUCTION This Exhibit A sets forth the design, engineering and construction specifications for the System, as well as assumptions being made by the Provider regarding the existing condition at the Site, including but not limited to the building roof, building structure, ground conditions, electrical system including panels, inverter installation location, and security fencing. Capitalized terms used herein and not otherwise defined have the meaning given in the Agreement to which this exhibit is attached. 1. SYSTEM LOCATION AND DESCRIPTION: Descriptions of the site and system are located in Schedule A (Description of Site) and Schedule B (Description of System) of the Agreement. 2. PROJECT SCHEDULE: PORTFOLIO MILESTONES Tranche Contract Approval Date Commercial Operation Date 1000 Ward 1 6-18-2019 6/24/2020 30/40 Muir 1 6-18-2019 5/24/2020 597 Center 1 6-18-2019 6/13/2020 595 Center 2 6-18-2019 10/26/2020 50 Douglas 2 6-18-2019 9/22/2020 30 Douglas 2 6-18-2019 10/30/2020 2530 Arnold 3 6-18-2019 12/14/2020 4545 Delta Fair 3 6-18-2019 12/21/2020 4549 Delta Fair 3 6-18-2019 11/24/2020 1305 MacDonald 3 6-18-2019 12/21/2020 3. SCOPE OF WORK: System Design & Scope Design Documentation Provider shall provide comprehensive submittal packages for the 30% and 90% design sets as detailed below. Changes to 30% Customer approved drawings (scope lock) could result a change order. At a minimum, each submittal package shall include the elements required to convey in sufficient detail the following for each phase of the design: A-2 Submittal Requirement 30% Design Set 90% Design Set 1 Cover Sheet, with Content, Project Details, Directory, etc. X X 2 PV System Sizes & Production Estimates. X X 3 Overall Site Plan with PV Array Names, Conduit Routes, Tree/Light Removal, etc. X X 4 Electrical Site Plan Drawings & General Conduit Routing. X X 5 Electrical Single Line Diagrams. X X 6 Demolition Plans. X 7 Structural Drawings. X 8 Equipment Pad locations. X X 9 Mounting Details. X 10 Signage, Trenching, Installation, and Grounding Details. X 11 Monitoring System Details. X 13 Construction Schedule. Prelim Detailed 14 Manufacturer’s Cut Sheets with Equipment Specifications X 15 Civil Drawings (if applicable) X 16 Fire Access Plans X 17 Carport Lighting Plans X Production modeling of the PV system shall accurately simulate energy production for proposed system layouts, sizes, and orientation. Provider shall be responsible for updating the production models each time significant changes are made to the proposed system designs that will impact production. Solar Electrical Equipment and Conductors Conductors will be aluminum or copper according to Electrical Engineer of Record’s determination. AC feeder length from panel boards to equipment pad location and from equipment pad location to electrical tie-in is identified on the array layout drawings. AC feeder lengths from electrical equipment pad location to assumed point of interconnection, and length assumptions with equipment amperage ratings are shown on the single line drawing. Transformers are 480V:12kV, non-Dry-type by manufacturer of Provider’s choosing. Secondary containment is not included in the scope of the project. Battery Energy Storage System Requirements For sites with storage to be installed: A-3 • 13.5’ by 11’ minimum required area per storage unit. Area required includes storage unit, concrete pad, and clearance zone in front of units. • Storage unit must be located in an area free of combustible materials (nearby foliage and trees would need to be removed). • Storage unit must be separated from public foot traffic with a fence and must be separated from vehicle traffic with bollards. • Crane rental required to land up to 24,500 lb units. Location of units must accommodate both crane and semi-trailer truck access. • PVS5 DAS, Auxiliary Box, Energy Storage System, and all Accuvim meters (Site meter, PV output meter, and Storage meter) must all be located such that hardlined communication lines can connect these devices to the same Local Area Network. CAT5e/6 cable is preferred means of connection between all devices, which has a 330’ distance limit. Runs longer than 330’ will require additional equipment to accommodate. Utility Interconnection Coordination of shutdown may be required with Customer and local utility. Temporary power generators are excluded. Interconnection is scheduled for a minimum of 4 hours and is assumed to be performed during off-hours with prior written approval from Customer. Additional shutdowns will be required in order to assess physical condition of Customer’s switchgear. The utility will have 24/7 access to existing electric utility meters and the utility lockable disconnect locations for all electrical interconnections related to this project. Utility Requirements A cost of $172,012.58 is included for utility required electrical upgrades for the System at 30 Douglas Dr., Martinez, CA, as reflected in Pacific Gas & Electric’s Supplemental Review, Notification # 114209530; additional utility-required electrical equipment upgrades or replacements are not included. Any costs and / or schedule delays associated with unforeseen utility interconnection requirements, including but not limited to utility-owned equipment upgrades or additions, relay protection equipment external to the inverters, system impact studies, or telemetry requirements and interconnection studies are not included in this proposal. Facility Equipment Utility required circuit breaker coordination studies are not assumed for this project. A short-circuit coordination study is not included for this project. A-4 Solar system includes all standard interconnection related equipment on the Customer side of the meter, including panel circuit breakers, utility and/or visible utility lockable disconnect switches, solar metering, conduit, and wiring. Additional Customer-side protection required by the utilities above that provided by the certified inverters is not included. If harmonic data of the site is not available, Provider shall assume that the Harmonic data are within the acceptable limits of the Institute for Electrical and Electronics Engineers (IEEE) Standard 519. Soils and Structural Foundations Foundation assumptions are as follows for system options: • Drilled cast-in-place, 30” round caisson, 12’ Deep, approximately 2.5’ above grade, depending on existing topography. • Requirements for dewatering, sub grade rock removal, or other unforeseen conditions are not included. Canopy Structure Design Carport Canopies are at 10 degree tilt with 11 ft clear height. Roof Conditions Provider assumes no upgrading of the building structures or canopies will be required to support the added live and dead loads from the photovoltaic installation and rooftop equipment, or to resist added lateral or seismic loads. Modifications to the roof system and design and construction of supports, upgrades to the building structure or platforms are not included. Anchor and ballast counts are based on the wind load gradient method developed by Cermak Peterka Petersen, Inc, (CPP ) and SunPower, based on the CPP wind tunnel testing results presented in CPP’s report “CPP7979_SunPowerEWSystem_REP_SOL_R08” dated May 17th, 2018. Increased anchor and ballast counts resulting from other design methods will be the responsibility of the client. Site Name Anchor Count 30 Muir 71 595 center 27 50 Douglas 90 1000 Ward 170 597 Center 33 A-5 Provider is not responsible for normal wear and tear associated with the installation of the solar system. Provider reserves the right to inspect the roof to verify its condition. In addition, Provider may offer recommendations to the Customer on modifications to the roof system to improve its serviceability. Customer is responsible for any and all modifications to the roof system. Modifications of roof systems fall into four categories: • Modifications to improve roof condition / serviceability / useful life. • Modifications required by roofing manufacturer prior to installation of PV system on their roof system. (e.g. slip sheets, strapping, etc.) • Modifications required by Provider to make the roof a suitable substrate for the installation of PV. (e.g. air seals, batten bars, etc.) • 3rd party engineering and insurance company requirements. • Proposal assumes Customer-provided information accurately represents the existing site and roof conditions. This includes but is not limited to as-built drawings, roof reports, structural drawings, roof maintenance history, and roof warranty information. Failure to provide as-built drawings and structural drawings will cause schedule delay and added expense for acquisition of documentation through local authority having jurisdiction (“AHJ”). Provider is not responsible for additional costs or schedule delays. Drainage Special drainage requirements and/or drainage design and interconnection to Customer’s existing storm drain system or any other storm drain discharge system are not included. Carport designs do not include structural roof deck for storm water collection or protection. Permits Permit Provider Permit Customer Permit Cost Allocation Allotted Time following Application Building X Fire X Electrical X Conditional Use Permit NA Environmental Control NA Storm Water NA Soil Erosion and Sediment Control NA Environmental Impact Report (CEQA) NA Army Corps of Engineers NA Wetlands NA Water Quality NA Archeological NA A-6 Endangered Species NA Water Rights NA Mineral Rights NA Redevelopment Agency NA FAA Approvals NA Permit Allowance Schedule Site Allowance for Permit 1000 Ward St $3,000 30 Douglas Dr $10,000 50 Douglas Dr $5,000 30/40 Muir Dr $5,000 597 Center Ave $2,500 595 Center Ave $7,000 2530 Arnold Dr $6,000 4545 Delta Fair Blvd $5,000 4549 Delta Fair Blvd $2,500 1305 Macdonald $3,000 All other permits/approvals are excluded. Provider includes durations of 50 days for procuring permit and regulatory approvals (per project ). Provider will not be responsible for construction delays caused by permit and approval requirements from local jurisdictions or regulatory review bodies. Any delays in procuring permits will result in a day-for-day construction schedule extension. Shading The design is based on existing visual conditions on site. Removal of trees or other obstructions to install the solar arrays and system components is included as reflected in the Tier 1 array layouts. Trees and/or other obstructions identified for removal or trimming by Customer must be removed or trimmed prior to substantial completion or performance expectations/guarantees will require adjustment which will be handled as a change to the contract. At Substantial Completion an as-built shade study and performance simulation will be completed to ensure accuracy of initial shading assumptions. A-7 Painting Galvanization of canopy columns and primary beams only is included. All other metallic materials are either factory-finished or non-corrosive. Paiting of wall-mounted conduits is not included. Landscaping Site landscaping (e.g. plant restoration or long term weed abatement) is not included. Irrigation repair and reconfiguration caused by foundation or underground construction is not included. Fencing A 6-0’ galvanized, 9 gauge, 2” mesh fencing and chain link fence-with gate around perimeter electrical equipment pad locations is included. Special provisions for privacy slats, special hardware, lock sets, small fabric, etc. are not included. 4” bollards are included only in areas subject to vehicle impact. Additional bollards required by utility or other entities are excluded. Labor Project Labor Agreement Provider shall cause its project contractor to to enter into Customer’s project labor agreement among Customer, the project contractor, and all subcontrators thereof working on the project (the “PLA”). Overtime and special shift requirements Overtime and special shift requirements are not included, based on schedule submitted with this proposal, except for the interconnection work if shutdown is required. Project hours are based on Monday through Friday 7am – 5pm. Prevailing Wages Provider shall pay prevailing wages for the project per the PLA and industrial relations requirements of project location. Diversity Requirements Provider shall comply with Contra Costa County’s Construction Outreach Program. Indirect Construction Costs Taxes and fees A-8 Taxes or fees, other than permit fees and sales tax, are not included. Bonds Prior to the Effective Date of the Agreement to which this Exhibit A is attached, Provider shall deliver to Customer for approval good and sufficient bonds with sureties, in amounts specified in Section 12.5 (Limitation of Liability) of the Agreement guaranteeing its faithful performance of the Agreement and its payment for all labor and materials thereunder. Site & Construction Conditions Access Design assumes each project site will be constructed in a single phase, set up of construction fencing at beginning of mobilization and removed when construction is completed. Extra time and labor for moving fences to “phase” construction in efforts to minimize parking impacts will have impacts in cost and schedule and will be calculated as a change order. Customer will provide Site access to Provider to perform all work pursuant to the License granted in the Agreement. Provider will perform all work during regular business hours according to the PLA. Extra time or personnel constraints due to site security beyond daily signing in by workers on a sign in sheet i.e. badging, background checks, tool inventory checks, etc.—is not included. Provider will be provided a sufficient area for staging materials and locating temporary facilities such as cranes, fork lifts, scaffolding, stairtowers, construction trailers, portable toilets and dumpsters. Existing roads will be capable of handling all required construction equipment such as drilling rigs, concrete trucks, delivery trucks, cranes, and all other equipment necessary to complete the work. Provider will not be responsible for any damage to existing roads, parking lots or playgrounds resulting from normal construction operations and activities. Use of Facilities On-site water and power will be available for construction with no restrictions and at no charge to Provider. If a Customer initiated power shut down has duration over 4 hours and effects normal construction operations, Provider can rent and install a temporary generator and submit associated costs to Customer for reimbursement. Water quality shall be sufficient for use in dust control, as necessary, and be suitable for Provider’s standard concrete mix design. Special handling of site materials Testing for removal and disposal of any existing hazardous waste materials, contaminated soils, or any other unforeseen site conditions that require special handling are not included. Site utilities and hazards A-9 Changes resulting from utilities, right of ways, easements, and/or hazards—underground or above ground—or any undocumented building upgrades are not included. Documented utilities and building upgrades are considered as part of this proposal if as- builts are provided to Provider prior to contract execution in order to confirm locations of these possible hazards. Customers shall supply Provider with a current Title Report with plotted easements, encumbrances, and rights-of-way at all project site locations. Security and Lighting Proposal assumes all parking lot light standards in direct conflict with installation of photovoltaic parking canopies will be removed by Provider. Proposal also assumes that the existing lighting circuits, for those removed parking lot light standards, can be re-used for photovoltaic parking canopies lighting system and that those existing circuits have ample current carrying capacity to provide required lighting at parking canopies, per jurisdictional code requirements. PV canopies located in areas where no exsisting lights are present will not include lighting unless the Customer requests this for an additional cost. Temporary lighting during construction is excluded. New lighting circuit installation is excluded from this proposal as well as any required timing circuit reconfiguration, lighting controllers, relays, or new panel boards. Lighting design and/or installation beyond the footprint of the photovoltaic parking canopies is not included in this proposal. Replacement of existing light standards is not included. Proposal includes LED fixtures for lighting under structures. Additional security systems or infrastructure are not included in this proposal Special Conditions Proposal assumes modifications and/or reconfiguration of the existing parking lots will not be required to accommodate installation of Provider’s photovoltaic parking canopy. Assumes existing islands in parking lot to remain at area of new carport structure. Proposal excludes any re-striping of the parking lot/hard-court areas, unless specifically related to the construction of the photovoltaic parking canopies, or specifically described in the RFP. While special care will be taken to locate existing underground utilities (underground survey) and locate carport structures with minimum conflicts, relocation of existing underground utilities due to carport foundations is not included. Proposal excludes requirements for accessibility upgrades and accessibility design around the photovoltaic parking canopy structures and assumes that current parking lot layout has been reviewed and approved by AHJ and built and closed at the AHJ. If the architect of record recommends addition of new accessible parking stalls under the solar canopies, grade change to meet code, changed path of travel and/or new canopies over existing accessible stalls, design and construction costs will be addressed via Change Order. A-10 Proposal excludes design or installation of any required additional fire hydrants or fire protection apparatuses as required by local first responders or Fire, Life/Safety professionals responsible for review and approval of the design for this project. Architectural enhancements to the photovoltaic parking canopy structures or ground and roof arrays and mounting systems are not included. At the detention center located at 1000 Ward in Martinez, the project estimate is based on utilizing exsisting conduit and equipment from the previous pv installation. The ability utilize existing conduit will be verified during the design phase. Testing and Inspections Provider assumes all Special Inspections/Testing shall be paid for and contracted by the Customer. Weather conditions Provider assumes standard weather patterns and site conditions for planning the project schedule. Instances of excessive climate, weather (greater than the most adverse conditions in the last 3 years) or natural disasters may result in delays and/or unplanned costs (i.e. additional labor, shipping, storage, and logistics costs) which will be the responsibility of the Customer. Commissioning, Monitoring, Operations & Maintenance Commissioning Proposal assumes commissioning requirements for this project is only for the Photovoltaic and energy storage systems. Proposal does not include other building system commissioning costs not related to our work (i.e. HVAC, Plumbing, Fire Alarm, etc.). EXHIBIT B FORM OF FINANCING PARTY ACKNOWLEDGMENT [This Form of Consent contemplates a Sale-Leaseback of the System between the Provider and Provider’s Lender and Provider’s eventual lender may request changes] This CONSENT AND AGREEMENT (this “Consent”) dated as of [], 201 is entered into among (i) Contra Costa County, a political subdivision of the State of California (the “Customer”), (ii) Solar Star Co Co 1, LLC, a limited liability company duly organized and existing under the laws of the State of Delaware (the “Provider”), and (iii) [],a [] duly organized and existing under the laws of the State of [] (together, with its successors in such capacity, the “System Lessor”). WHEREAS, the Provider intends to develop, install, own, operate and maintain a [________] MW [ground-mounted/rooftop] photovoltaic solar electric generating facility to be located in [________] (the “Project”); WHEREAS, the Provider and the Customer entered into that certain Power Purchase & Storage Services Agreement, dated as of [], 2019 (as amended, amended and restated, modified or supplemented from time to time, the “Assigned Agreement”);1 WHEREAS, the Project will be sold by the Provider to the System Lessor pursuant to that certain Participation Agreement (as amended, the “Participation Agreement”) dated as of the date hereof, among the Provider, the System Lessor, [], not in its individual capacity but as owner trustee, and [] (“Owner Participant”); WHEREAS, the System Lessor will lease the Project back to the Provider pursuant to that certain Lease Agreement, a related Project Schedule and a Certificate of Acceptance (as amended, the “Lease Agreement”) dated as of the date hereof, between the System Lessor and the Provider; WHEREAS, the Provider will grant the System Lessor a first priority security interest in and to all of the Provider’s assets, including the Assigned Agreement, pursuant to a security agreement in form and substance acceptable to the System Lessor (as amended, amended and restated, modified or supplemented from time to time, the “Security Agreement”); and WHEREAS, it is a condition precedent to the Owner Participant’s obligation to make its investment in the System Lessor and for the System Lessor to acquire the Project under the Participation Agreement and lease the Project to the Provider under the Lease Agreement that the Customer execute and deliver this Consent. NOW, THEREFORE, as an inducement to the Owner Participant to make its investment in the System Lessor and for the System Lessor to acquire the Project under the Participation Agreement and lease the Project to the Provider under the Lease Agreement, and in consideration 1 NTD: Can be expanded to include any additional agreements to which the Customer is a party. of good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, the parties hereto hereby agree as follows: 1. CONSENT TO ASSIGNMENT, ETC. (a) Consent to Assignment. The Customer (i) acknowledges that the Provider and the System Lessor have entered into the Participation Agreement and the Owner Participant’s obligation to make its investment in the System Lessor and for the System Lessor to acquire the Project under the Participation Agreement and lease the Project to the Provider under the Lease Agreement will be made in reliance upon the execution and delivery by the Customer of the Assigned Agreement and this Consent, (ii) consents in all respects to the pledge and assignment to the System Lessor of all of the Provider’s right, title and interest in, to and under the Assigned Agreement pursuant to the Security Agreement, and (iii) acknowledges the right, but not the obligation, of the System Lessor or the System Lessor’s designee, in the exercise of the System Lessor’s rights and remedies under the Lease Agreement, the Security Agreement, and related documents to make all demands, give all notices, take all actions and exercise all rights of the Provider in accordance with the Assigned Agreement, and agrees that in such event the Customer shall continue to perform its obligations under the Assigned Agreement; provided that in the event, with respect to the Assigned Agreement, there exists a conflict between any notice given or action taken by the System Lessor and any notice given or action taken by the Provider, such conflict shall be resolved in favor of the notice given or the action taken by the System Lessor. (b) Substitute Owner. The Customer agrees that, if the System Lessor notifies the Customer that an event of default under the Lease Agreement has occurred and is continuing and that the System Lessor has exercised its rights (i) to have itself or its designee substituted for the Provider under the Assigned Agreement, (ii) to acquire or have its designee or assignee acquire the Provider, or (iii) to sell, assign, transfer or otherwise dispose of the Assigned Agreement to a third party, including in a judicial or non-judicial foreclosure sale, then the System Lessor, the System Lessor’s designee or such third party (each, a “Substitute Owner”) shall be substituted for the Provider under the Assigned Agreement and, in such event, the Customer will (x) recognize the Substitute Owner as its counterparty to the Assigned Agreement, (y) take any actions and execute any documents, agreements or instruments reasonably necessary to effect such substitution, and (z) continue to perform its obligations under the Assigned Agreement in favor of the Substitute Owner pursuant to the terms hereof and thereof. (c) Right to Cure. (i) Notwithstanding anything to the contrary contained in the Assigned Agreement, the Customer shall not exercise any right it may have under the Assigned Agreement, at law or in equity, to cancel, suspend or terminate the Assigned Agreement or any of its obligations under the Assigned Agreement, as the result of any default or other action or omission of the Provider in the performance of any of its obligations under the Assigned Agreement, or upon the occurrence or non-occurrence of any event or condition under the Assigned Agreement that would immediately or with the passage of any applicable grace period or the giving of notice, or both, enable the Customer to terminate or suspend its obligations or exercise any other right or remedy under the Assigned Agreement or under applicable law (hereinafter an “Assigned Agreement Default”), until it first gives prompt written notice of such Assigned Agreement Default to the System Lessor and the Owner Participant and affords the System Lessor and the System Lessor’s respective successor, assignee and/or designee a period of at least ninety (90) days (or, if such default is a payment default, forty-five (45) days) to cure such default, commencing from the later to occur of (x) the System Lessor’s and the Owner Participant’s receipt of such notice, and (y) the expiration of any notice periods or cure periods provided for in the Assigned Agreement; provided, however, that if (1) an event of default under the Lease Agreement has occurred and is continuing, the System Lessor has exercised its rights to foreclose on the Project as a result thereof and possession of the Project is necessary to cure any such non-monetary default, then, so long as the System Lessor or the System Lessor’s respective successor, assignee and/or designee is diligently pursuing such foreclosure proceedings, the time periods specified in this Section 1(c) for curing an Assigned Agreement Default shall be extended for the time taken to complete foreclosure proceedings, and (2) any such party is prohibited from curing any such Assigned Agreement Default by any process, stay or injunction issued by any governmental authority or pursuant to any bankruptcy or insolvency proceeding involving the Provider, then the time periods specified in this Section 1(c) for curing an Assigned Agreement Default shall be extended for the period of such prohibition. (ii) No such cancellation, suspension or termination of the Assigned Agreement by the Customer shall be binding upon the System Lessor without the notice and extended cure period specified in this Section 1(c). Any dispute that may arise under the Assigned Agreement notwithstanding, the Customer shall continue performance under the Assigned Agreement and resolve any dispute without discontinuing such performance until the lapse of the notice and extended cure period specified in this Section 1(c). (d) No Termination, Assignment or Material Amendments. The Customer shall not enter into any consensual cancellation or termination of the Assigned Agreement (except with respect to termination in the event of a default by the Provider, subject to the limitations and extended cure periods provided for in Section 1(c)), or assign, novate or otherwise transfer any of its right, title or interest thereunder or consent to any such assignment or transfer by the Provider without, in each such case, the written consent of the System Lessor. The Customer shall not enter into or agree to any amendment, supplement, assignment or other modification to, or benefit from any waiver under, the Assigned Agreement without the prior written consent of the System Lessor. (e) Replacement Agreement. In the event that the Assigned Agreement is rejected or otherwise terminated as a result of any bankruptcy or insolvency proceeding affecting the Provider, the Customer shall, at the option of the System Lessor or the System Lessor’s respective successor, assignee and/or designee, enter into a new agreement with the System Lessor or any Substitute Owner (or its transferee or other nominee that owns or leases the Project) having terms substantially the same as the terms of the Assigned Agreement. Thereafter, references in this Consent to the “Assigned Agreement” shall be deemed to refer to such new agreement. (f) No Liability. The Customer acknowledges and agrees that none of the System Lessor, or the System Lessor’s respective successor, assignee and/or designee or the Owner Participant shall have any liability or obligation under the Assigned Agreement as a result of this Consent, the Security Agreement, the Lease Agreement or otherwise, nor shall the System Lessor or the System Lessor’s respective successor, assignee and/or designee be obligated or required to (i) perform any of the Provider’s obligations under the Assigned Agreement, except, in the case of the System Lessor or the System Lessor’s respective successor, assignee and/or designee, during any period in which the System Lessor or the System Lessor’s respective successor, assignee and/or designee is a Substitute Owner pursuant to Section 1(b), in which case the System Lessor or other Substitute Owner shall not be liable for acts or omissions of the Provider and the obligations of such Substitute Owner shall otherwise be no more than those of the Provider under the Assigned Agreement, or (ii) take any action to collect or enforce any claim for payment assigned under the Security Agreement or any related document. (g) Delivery of Notices. The Customer shall deliver to the System Lessor and the Owner Participant, concurrently with the delivery thereof to the Provider, a copy of each notice, request or demand given by the Customer pursuant to the Assigned Agreement. (h) Acknowledgements. The Customer agrees to execute such acknowledgements or other similar instruments as the System Lessor may reasonably request in connection with the transactions contemplated by this Consent. 2. PAYMENTS UNDER THE ASSIGNED AGREEMENT (a) Payments. The Customer will pay all amounts payable by it under the Assigned Agreement, if any, in lawful money of the United States of America, in immediately available funds and in the manner required by, and subject to the terms and conditions of, the Assigned Agreement, directly into the account specified on Exhibit A hereto, or to such other person or account as may be specified from time to time by the System Lessor to the Customer in writing. (b) No Offset, etc. All payments required to be made by the Customer under the Assigned Agreement shall be made without any offset, recoupment, abatement, withholding, reduction or defense whatsoever. 3. REPRESENTATIONS AND WARRANTIES OF THE CUSTOMER The Customer makes the following representations and warranties to the System Lessor, the Provider and the Owner Participant as of the date hereof, which shall survive the execution and delivery of this Consent and the Assigned Agreement and the consummation of the transactions contemplated hereby and thereby: (a) Organization; Power and Authority. The Customer is a political subdivision of the State of California, and is duly qualified, authorized to do business and in good standing in all jurisdictions where it is required to be so qualified and authorized to do business, and has all requisite power and authority to enter into and to perform its obligations under this Consent and the Assigned Agreement, and to carry out the terms hereof and thereof and the transactions contemplated hereby and thereby. (b) Authorization. The execution, delivery and performance by the Customer of this Consent and the Assigned Agreement have been duly authorized by all necessary action on the part of the Customer and do not require any approval or consent of any holder (or any trustee for any holder) of any indebtedness or other obligation of (i) the Customer, or (ii) any other person or entity, except approvals or consents which have previously been obtained. (c) Execution and Delivery; Binding Agreements. Each of this Consent and the Assigned Agreement is in full force and effect, has been duly executed and delivered on behalf of the Customer and constitutes the legal, valid and binding obligation of the Customer, enforceable against the Customer in accordance with its terms except as the enforceability hereof or thereof may be limited by (i) bankruptcy, insolvency, reorganization, or other similar laws affecting the enforcement of creditors’ rights generally, and (ii) general equitable principles (whether considered in a proceeding in equity or at law). (d) Litigation. There is no legislation, litigation, action, suit, proceeding or investigation pending or (to the best of the Customer’s knowledge after due inquiry) threatened against the Customer before or by any court, administrative agency, arbitrator or governmental authority, body or agency which, if adversely determined, individually or in the aggregate, (i) could adversely affect the performance by the Customer of its obligations under this Consent or the Assigned Agreement, or that could modify or otherwise adversely affect the Approvals (as defined in Section 3(f)), (ii) questions the validity, binding effect or enforceability of this Consent or the Assigned Agreement, any action taken or to be taken pursuant hereto or thereto or any of the transactions contemplated hereby or thereby, or (iii) could have a material adverse effect upon (x) the value, validity, perfection or enforceability of the liens granted to the System Lessor under the Security Agreement and other security documents, or (y) the ability of the System Lessor to enforce any of its rights and remedies under the Assigned Agreement or this Consent. (e) No Conflict. The execution and delivery of this Consent and the Assigned Agreement and the performance by the Customer under this Consent and the Assigned Agreement will not violate, result in a breach of, default under or conflict with (i) any law, rule, regulation, order, permit or decree applicable to the Customer, (ii) its organizational documents, or (iii) the terms of any other agreement binding on the Customer. (f) Government Consent. No consent, order, authorization, waiver, approval or any other action, or registration, declaration or filing with, any person, board or body, public or private (collectively, the “Approvals”), is required to be obtained by the Customer in connection with the execution, delivery or performance of this Consent, the Assigned Agreement or the consummation of the transactions contemplated hereunder and thereunder, except any Approvals which have previously been obtained. (g) No Default or Amendment. Neither the Customer nor, to the Customer’s knowledge after due inquiry, the Provider or any other party to the Assigned Agreement is in default of any of its obligations thereunder (or has claimed force majeure, emergency, or any other excuse for performance thereunder which is still ongoing as of the date hereof). The Customer has no existing counterclaims, offsets, defenses, or claims for change orders against the Provider under the Assigned Agreement. To the Customer’s knowledge, no event or condition exists that would either immediately or with the passage of any applicable grace period or giving of notice, or both, enable either the Customer or the Provider to terminate or suspend its obligations (or the performance of such obligations) under the Assigned Agreement. The Assigned Agreement has not been amended, modified or supplemented in any manner other than as indicated above. (h) No Previous Assignments. The Customer has no notice of, and has not consented to, any previous assignment of all or any part of its right, title or interest in, to or under the Assigned Agreement. (i) [Purchase Option. The Customer has not taken any official action requiring or authorizing the exercise of any purchase option available to it under the Assigned Agreement, has not decided whether or not it will exercise any such purchase option, and is under no legal or economic compulsion to exercise any such purchase option; provided, however, nothing herein shall prohibit the Customer from exercising any purchase option under the Assigned Agreement when it becomes exercisable in accordance with its term and such exercise shall not be deemed to be a breach of this representation and warranty.] (j) Liens; Mortgages. The Customer has no knowledge of any existing lease, mortgage, security interest or other interest in or lien upon the [Premises], which could attach to the Project as an interest adverse to the System Lessor’s interest therein. Representations and Warranties. All representations, warranties and other statements made by the Customer in the Assigned Agreement were true and correct in all material respects as of the date when made and, except for those that by their terms speak as of a specific date, are true and correct in all material respects as of the date hereof. 4. ADDITIONAL PROVISIONS 2 (a) [Commercial Operation Date. The Commercial Operation Date is _____________. (b) Use of Electricity. None of the electricity to be sold under the Assigned Agreement will be used to generate energy for the purpose of heating a swimming pool. (c) Project. The Customer has approved the Project as installed at the [Premises]. (d) Access Rights. The System Lessor and the System Lessor’s respective successors, assignees and/or designees shall have the same rights as the Provider to access the Project in order to install, operate, maintain and remove the Project as the right accorded to the System Lessor under the Lease Agreement and the Security Agreement. (e) Notice of Ownership. The Customer will use commercially reasonable efforts to place its successors, assigns and lien holders on notice of the ownership of the Project by the Provider or the System Lessor, the existence of the security interest, and the fact that the Project is not part of the [Premises] or a fixture thereof, as necessary and appropriate to avoid confusion or adverse claims. (f) Amendments. The Customer acknowledges that, under the Provider’s financing arrangements, the Provider is not permitted to agree to an amendment or assignment of the Assigned Agreement without prior written consent of the System Lessor.] 2 NTD: Additional provisions to be added to address specific matters contained in the PPA. 5. MISCELLANEOUS (a) Applicable Law; [Submission to Jurisdiction]. THIS CONSENT, AND ANY INSTRUMENT OR AGREEMENT REQUIRED HEREUNDER (TO THE EXTENT NOT EXPRESSLY PROVIDED FOR THEREIN), SHALL BE GOVERNED BY, AND CONSTRUED UNDER, THE LAWS OF THE STATE OF CALIFORNIA, APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN SUCH STATE AND WITHOUT REFERENCE TO CONFLICTS OF LAWS. (b) [Reserved.] (c) Notices. All notices and other communications hereunder (i) shall be in writing, (ii) shall be effective upon actual receipt thereof by the party or parties to whom such notice is addressed, except that any communication or notice so transmitted by telecopy or electronic mail shall be deemed to have been validly and effectively given on the day (if a business day and, if not, on the next following business day) on which it is transmitted if transmitted during normal business hours of the recipient, and if transmitted after that time, on the next following business day, in each case as evidenced by transmittal confirmation received by the transmitter, (iii) shall be delivered by hand or overnight courier service or mailed by certified or registered mail, sent by facsimile or via electronic mail, and (iv) shall be directed as follows: If to the Customer: [________] [________] [________] Attention: [________] Telephone: [________] Facsimile: [________] Email: [________] If to the Provider: [●] If to the System Lessor: [●] The above parties may, by notice given hereunder, designate any further or different addresses to which subsequent notices or other communications shall be sent. (d) Amendment, Waiver. Neither this Consent nor any of the terms hereof may be terminated, amended, supplemented, waived or modified except by an instrument in writing signed by the Customer, the Provider and the System Lessor. (e) Third Party Beneficiary. The Owner Participant shall be an express third-party beneficiary of this Consent. The Owner Participant shall be entitled to enforce the rights of the System Lessor hereunder. (f) No Waiver; Remedies Cumulative. The waiver of any right, breach or default under this Consent by any party must be made specifically and in writing. No failure or delay on the part of the System Lessor in exercising any right, power or privilege hereunder and no course of dealing between the Customer and the System Lessor shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other exercise, or the further exercise, of any other right, power or privilege hereunder. No notice to or demand upon any party will entitle such party to any further, subsequent or other notice or demand in similar or any other circumstances. The rights and remedies herein expressly provided are cumulative and not exclusive of any rights or remedies that the System Lessor would otherwise have. (g) Counterparts. This Consent may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered, including by e-mail or other electronic transmission, shall be deemed an original, but all of which shall together constitute one and the same instrument. (h) Headings Descriptive. The headings of the several sections and subsections of this Consent are inserted for convenience only and shall not in any way affect the meaning or construction of any provision of this Consent. (i) Severability. In case any provision in or obligation under this Consent shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. (j) Successors and Assigns. This Consent shall be binding upon the parties hereto and their permitted successors and assigns and shall inure to the benefit of the parties, their designees and their respective permitted successors and assigns; provided, however, that no party or its respective successor or assign shall assign any of its interest in this Consent except in connection with an assignment of its interests in the Assigned Agreement and then only to the same person(s) or entity(ies) to which its interest in the Assigned Agreement is so assigned. (k) Survival. All agreements, statements, representations and warranties made by the Customer herein shall be considered to have been relied upon by the System Lessor and the Owner Participant and shall survive the execution and delivery of this Consent. (l) Conflicts. In the event of a conflict between any provision of this Consent and any provision of the Assigned Agreement, the provisions of this Consent shall prevail. (m) Further Assurances. Each party hereto hereby agrees to execute and deliver all such instruments and take all such action as may be necessary to effectuate fully the purposes of this Consent. [SIGNATURE PAGES FOLLOW] Signature Page to Consent IN WITNESS WHEREOF, the parties hereto have caused this Consent to be executed by their respective officers as of the date first above written. [________] as the Customer By: ____________________________________ Name: Title: [________] as the Provider By: ____________________________________ Name: Title: [●], as the System Lessor By: ____________________________________ Name: Title: Signature Page to Consent Exhibit A to Consent Payment Instructions Accounts Bank ABA Number [________]3 Account Number [________] Account Name [________]] Reference [________] 3 Account information to be confirmed and included. Appendix A to Guarantee EXHIBIT C SYSTEM PERFORMANCE GUARANTEE (the “Guarantee”) ARTICLE I. ADDITIONAL DEFINED TERMS Actual Generation means, for each Guarantee Year during the Term and with respect to the System, the System’s alternating current or “AC” electricity production in kilowatt- hours (“kWh”) as measured under Section 3.02. Annual Deficit has the meaning set forth in Section 3.01. Annual System Performance Report means the report that summarizes annual system performance in kWh and includes calculations for Weather Adjustment and True-up Period calculations. Avoided Energy Price per kWh means the amount that the Customer will be paid by Provider for each Kilowatt-hour as set out in Appendix B (Avoided Energy Price) of this Guarantee. Data Acquisition System or DAS means Provider’s system that displays historical meteorological and production data over an Internet connection and consists of hardware located on-Site and software housed on Provider’s DAS server. The DAS measures and logs, at a minimum, the following parameters on a 15-minute average basis at the Site: actual AC electricity production of the System (in kWh) and solar irradiance (in W/m2). Expected Energy means, for the System in a specified Guarantee Year, the kilowatt hours for the System set forth on Appendix A (Expected Energy) of this Guarantee. Excused Performance Event means: • Force Majeure Event; • Impingements on solar access by structures or activities on neighboring sites or by facilities that are beyond the control of either Party; • Externally caused outages, including: o Warranty Exclusions: hours during any period when the System or any portion thereof is off-line due to an event that would constitute an exclusion under any applicable manufacturer’s, System, workmanship or other applicable warranty. o Network Disturbance Hours: hours during any period when a fluctuation in the utility network parameters (e.g., a frequency or voltage variation) result in the disconnection of the inverters or the System from the utility network and prevented energy from being evacuated from the System. o Network Outage Hours: hours during any period when a failure in the distribution network or in the connection infrastructure prevented energy from being evacuated from the System. o Third-Party Equipment Servicing Hours: equipment or System outage hours during any period that result from service issues related to non-Provider equipment or delays in procuring non-Provider replacement parts. Exhibit C (Performance Guarantee) o Customer-Caused Hours: hours during any period when the equipment or the System is off-line due to Customer-required outages or Customer-caused delays in Site access. o Major Maintenance Hours: hours during any period when the equipment or the System is off-line due to Customer-required major maintenance work. Guaranteed Level means 90% of the Expected Energy for a Guarantee Year for the System. Guarantee Year means each successive 12-month period during the Term commencing on the Commercial Operation Date. PVSim means the software program utilized by Provider to predict the amount of energy that the System will produce in an average year which has the following characteristics: (1) based on PVFORM, the photovoltaic simulation software produced by Sandia National Laboratories and the US Department of Energy, (2) all photovoltaic characteristics are modeled, (3) all ancillary array losses are taken into account and (4) PVSim simulations use either measured data or typical meteorological year files from Meteonorm and NREL. SEMMY or “Simulated Energy in a Measured Meteorological Year”, means, with respect to any Guarantee Year, Year 1 AC Energy output of the System simulated by PVSim using measured average hourly irradiance, wind speed, and air temperature as recorded by the Data Acquisition System, holding all other inputs equal to those used in calculating SETMY. SETMY or “Simulated Energy for a Typical Meteorological Year”, means the Year 1 AC Energy output of the System simulated by PVSim using average hourly irradiance, wind speed, and air temperature data contained within the Weather File. True-up Period means each successive one (5)-year period during the Term commencing on the first day of the Term. Weather Adjustment means the ratio described in Section 3.01. Weather File means the typical meteorological year data set specified for the System set forth on Appendix C (Weather File) of this Guarantee. ARTICLE II. PERFORMANCE GUARANTEE CONSIDERATION Section 2.01 Consideration The Parties agree that the consideration set forth in Section 5.1 of the Agreement includes adequate consideration for the terms, conditions and provisions of this Guarantee. ARTICLE III. PERFORMANCE GUARANTEE Provider guarantees to Customer that the Actual Generation of the System during any Guarantee Year, subject to the limitations, terms and conditions stated in this Guarantee shall not be less than the Guaranteed Level. Section 3.01 Guaranteed Output Calculations. Provider shall calculate the Annual Deficit for the System for each Guarantee Year during the Term: Exhibit C (Performance Guarantee) (a) Annual Deficit = (Expected Energy x Guaranteed Level) x Weather Adjustment – Actual Generation Where the Weather Adjustment ratio is as follows: Simulated Energy in a Measured Meteorological Year (SEMMY) Simulated Energy for a Typical Meteorological Year (SETMY) For each Guarantee Year, within thirty (30) days after the end of such Guarantee Year, Provider shall calculate the Annual Deficit for the System. Customer has the right to access all data and information supporting Provider’s calculation of the Annual Deficit. (b) Guarantee Payment Reimbursement. At the end of each True-up Period: (i) if the sum of Annual Deficits > 0, then Provider shall pay to Customer an amount equal to the cumulative product of (y) the Annual Deficits and (z) the Avoided Energy Price per kWh (a “Guarantee Payment”); (ii) Provider shall promptly notify Customer of any Guarantee Payment due. Provider shall make Guarantee Payments within thirty (30) days of the date of the notice provided in the first sentence of this paragraph. Section 3.02 Actual Generation Measurement. Provider shall measure Actual Generation for the System for each Guarantee Year as follows: (a) Initial Output Data Collection. During the Term, Provider will collect energy output data using its Data Acquisition System. For each Guarantee Year, Provider will sum the daily kWh output for the System provided by the DAS to calculate the Actual Generation for the System for such Guarantee Year. (b) Equipment Calibration and Replacement. Provider may request to have the meteorological equipment independently calibrated or replaced at its own expense every eighteen (18) to thirty (30) months. Provider shall notify the Customer of the scheduled calibration date and time no less than 30 days prior, and shall provide the Customer written proof of calibration or replacement. (c) Contingency for Equipment Failure. In the event of hardware, communication, or other failure affecting the DAS, Provider will make commercially-reasonable efforts to resolve the failure in a timely manner. In the event that data is lost, Actual Generation for each affected S ystem shall be adjusted to compensate for such lost data as follows: (i) In lieu of lost meteorological data, Provider will utilize such data obtained from a nearby meteorological station that Provider monitors and selects for such purpose. (ii) In lieu of lost electricity data, Provider will utilize the cumulative data from System meter readings to calculate the electricity generated by each affected System during the missing interval. In the event that data Exhibit C (Performance Guarantee) from the System meter is inaccurate or missing, Provider will simulate electricity production during the missing interval utilizing measured meteorological data and PVSim. The simulated electricity production during the missing interval will be added to the Actual Generation for each affected System for the subject Guarantee Year. ARTICLE IV. CUSTOMER RESPONSIBILITIES Section 4.01 Customer’s Failure to Uphold Responsibilities. Provider shall promptly notify Customer of any breach (“Out of Compliance Letter”) of (i) Customer’s obligation to pay Provider for the Solar Services pursuant to the Agreement and (ii) any Customer obligations pursuant to the Agreement that directly (A) hinder the amount of Energy delivered by the System or (B) degrade the functionality of the System. Upon Customer’s cure of all failures described in an Out of Compliance Letter, Provider will notify Customer (“In Compliance Letter”) that Customer is complying with Customer’s Responsibilities. For any period between the issuance of an Out of Compliance Letter and of an In Compliance Letter (a “Noncompliance Period”), to the extent that Customer’s non-compliance actually impacts the Actual Generation of the System, any Actual Generation from such affected Systems in such month(s) shall be disregarded in the calculation of Annual Deficits for such Systems under Section 3.01, and the Expected Energy for any affected System in any Guarantee Year in which there is a Noncompliance Period shall be reduced by a proportionate amount. ARTICLE V. EXPECTED ENERGY ADJUSTMENT Section 5.01 Adjustment of Expected Energy. If, and to the extent, any of the following events results in a change in the production of electricity by the System, Expected Energy for that System shall be adjusted correlatively for the period of such change: (a) Subject to Provider’s obligations under any warranty it provides in connection with the Systems (including any Provider obligation, with respect to the System, in connection with any requirements under the California Solar Initiative program), a material portion of the components of the System fails, and the manufacturer of such component(s) refuses, or otherwise fails to honor its corresponding warranty; (b) Customer fails to perform any of its obligations under the PPA – such as obligations related to maintaining the System’s interconnection to the local utility grid or limiting outages (as defined in the Agreement) – and such failure reduces the amount of electricity that the System can generate or deliver. (c) There is any failure of the System to perform caused by legislative, administrative or executive action, regulation, order or requisition of any federal, state or local government, local utility or public utilities commission; (d) There is an Excused Performance Event; or Exhibit C (Performance Guarantee) (e) Adjustment to the Expected Energy, or a reduction in the amount of Energy that Provider is obligated to deliver, is permitted or required under the Agreement. Section 5.02 Notification of Changes to Expected Energy. If Provider determines that any changes to Expected Energy for the System are required based on an event or events described in Section 5.01, then Provider shall notify the Customer, in writing, of the basis for its determination, and Provider shall either provide revised definitions of Expected Energy in exhibits that, upon mutual agreement of the Parties, which shall not be unreasonably denied or delayed, shall replace the current exhibits to this Guarantee, or specify a date by which it shall do so. Appendix A to Guarantee Appendix A – Expected Energy Guarantee Year Expected Annual kWh 1 251,756 2 251,127 3 250,499 4 249,873 5 249,248 6 248,625 7 248,004 8 247,384 9 246,765 10 246,148 11 245,533 12 244,919 13 244,307 14 243,696 15 243,087 16 242,479 17 241,873 18 241,268 19 240,665 20 240,063 21 239,463 22 238,864 23 238,267 24 237,672 25 237,077 Total 6,108,663 Appendix B to Guarantee Appendix B – Avoided Energy Price Guarantee Year Avoided Energy Price per kWh 1 $0.0048 2 $0.0049 3 $0.0051 4 $0.0052 5 $0.0054 6 $0.0056 7 $0.0057 8 $0.0059 9 $0.0061 10 $0.0063 11 $0.0065 12 $0.0066 13 $0.0068 14 $0.0070 15 $0.0073 16 $0.0075 17 $0.0077 18 $0.0079 19 $0.0082 20 $0.0084 21 $0.0087 22 $0.0089 23 $0.0092 24 $0.0095 25 $0.0098 Appendix C to Guarantee Appendix C – Weather File SolarAnywhereTGY2016_(10km)_37.95_-122.15 Schedule A DESCRIPTION OF SITE Facility System Size (kW DC) Product Type Module qty & type - SunPower Inverters- qty & type-Delta 30 Muir Rd, Martinez, CA 94553 165.60 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ϭϰϬϭ/EsϬϯ ϯ ϲϲ ϲϱ͘ϰϳ ϲϰ͘ϴ ϭϴ ϭϴϬ ϭdKd> ϭϰϱ͘Ϯ ϭϰϰ͘ϵϰϰϭϲϱ͘ϲ ϰϲϰϲϬ ϭ Ϯ35(/,0,1$5<127)25&216758&7,21 CONFIDENTIAL Schedule C Schedule C PV SYSTEM PRICING The following pricing is based on the Standard System Design Package described in Exhibit A. kWh Rate ($/kWh) Term (Years) Annual Rate Escalator (% / Year) $0.1344 25 0% Schedule D TERMINATIONS VALUES Applicable Date : Years from Commercial Operation Date Termination Value ($) 0 Year $736,598 1 Year $594,947 2 Years $533,236 3 Years $471,264 4 Years $409,079 5 Years $346,553 6 Years $338,256 7 Years $329,648 8 Years $320,765 9 Years $311,490 10 Years $301,857 11 Years $292,005 12 Years $281,830 13 Years $271,232 14 Years $260,340 15 Years $249,174 16 Years $237,770 17 Years $226,049 18 Years $214,046 19 Years $201,755 20 Years $189,205 21 Years $176,330 22 Years $163,157 23 Years $149,683 24 Years $135,929 EXECUTION VERSION CONFIDENTIAL NOTE: 50 Douglas Dr, Martinez, CA 945533 POWER PURCHASE AGREEMENT Dated as of June 18, 2019 by and between Solar Star Co Co 1, LLC as Provider and Contra Costa County as Customer TABLE OF CONTENTS CONFIDENTIAL POWER PURCHASE AGREEMENT .................................................................................................... 1 RECITALS: ................................................................................................................................................ 1 AGREEMENT: .......................................................................................................................................... 1 1. Definitions. ..................................................................................................................................... 1 2. Purchase and Sale of Solar Services; License. ............................................................................ 5 2.1 Purchase and Sale of Solar Services. ..................................................................... 5 2.2 License. .................................................................................................................. 5 3. Design, Construction, Installation and Testing of System......................................................... 6 3.1 Installation.............................................................................................................. 6 3.2 Conditions Precedent to Commencement of Construction and Installation. ......... 7 3.3 Utility Approvals. .................................................................................................. 8 3.4 Energy Delivery. .................................................................................................... 8 3.5 Risk of Loss; Exclusive Control. ........................................................................... 8 3.6 Termination Values. ............................................................................................... 9 4. Operation and Maintenance of System. ...................................................................................... 9 4.1 O&M Work; Phone/Data Line. .............................................................................. 9 4.2 Malfunctions and Emergencies. ............................................................................. 9 4.3 Metering. .............................................................................................................. 10 4.4 Title to System. .................................................................................................... 10 4.5 Outages. ............................................................................................................... 11 4.6 Compliance with Utility Specifications. .............................................................. 11 5. Purchase of Solar Services. ........................................................................................................ 11 5.1 Purchase Requirement. ........................................................................................ 11 5.2 Environmental Attributes; Environmental Financial Incentives. ......................... 12 6. Price and Payment. ..................................................................................................................... 13 6.1 Price. .................................................................................................................... 13 6.2 Taxes. ................................................................................................................... 13 6.3 Billing and Payment. ............................................................................................ 13 7. General Covenants. ..................................................................................................................... 14 7.1 Provider’s Covenants. .......................................................................................... 14 7.2 Customer’s Covenants. ........................................................................................ 15 8. Insurance Requirements. ........................................................................................................... 16 8.1 Provider’s General Liability Insurance. ............................................................... 16 8.2 Customer’s Insurance........................................................................................... 17 9. Force Majeure Events. ................................................................................................................ 17 10. Term; Customer Options; Termination. .................................................................................. 18 10.1 Term. .................................................................................................................... 18 10.2 Customer Options Upon Cessation of Business Operations at Site. .................... 18 10.3 Customer Options Upon Expiration of Term....................................................... 19 10.4 Customer Purchase Options Prior to Expiration Date. ........................................ 19 10.5 Payment of Termination Value on Termination Date.......................................... 20 10.6 Provider Termination. .......................................................................................... 20 11. Defaults. ....................................................................................................................................... 21 11.1 Customer Default. ................................................................................................ 21 11.2 Provider Default. .................................................................................................. 22 12. Remedies Following Default. ...................................................................................................... 23 12.1 Customer’s Remedies Upon Occurrence of a Provider Default. ......................... 23 12.2 Provider’s Remedies Upon Customer Default. .................................................... 23 12.3 No Consequential Damages. ................................................................................ 24 12.4 Effect of Termination of Agreement. ................................................................... 24 12.5 Limitation of Liability.......................................................................................... 24 13. Indemnification. .......................................................................................................................... 24 13.1 Indemnification by Provider. ............................................................................... 24 13.2 Indemnification by Customer. ............................................................................. 25 13.3 Notice of Claims. ................................................................................................. 25 13.4 Defense of Action. ............................................................................................... 25 13.5 Survival of Provisions. ......................................................................................... 26 14. Miscellaneous Provisions. ........................................................................................................... 26 14.1 Notices. ................................................................................................................ 26 14.2 Authority. ............................................................................................................. 27 14.3 Assignment .......................................................................................................... 28 14.4 Successors and Assigns........................................................................................ 29 14.5 Entire Agreement. ................................................................................................ 29 14.6 Amendments to Agreement. ................................................................................ 30 14.7 Waivers; Approvals. ............................................................................................ 30 14.8 Partial Invalidity................................................................................................... 30 14.9 Execution in Counterparts.................................................................................... 30 14.10 Governing Law; Jurisdiction; Forum. .................................................................. 30 14.11 Attorneys’ Fees. ................................................................................................... 31 14.12 No Third Party Rights. ......................................................................................... 31 14.13 Treatment of Additional Amounts. ...................................................................... 31 14.14 No Agency. .......................................................................................................... 31 14.15 No Public Utility. ................................................................................................. 32 14.16 No Recourse to Affiliates..................................................................................... 32 14.17 Cooperation with Financing. ................................................................................ 32 14.18 Setoff. 32 14.19 Service Contract. .................................................................................................. 32 15. Confidential Information. .......................................................................................................... 32 16. Estoppel Certificate. ................................................................................................................... 33 Exhibits, Schedules Exhibit A - System Design and Construction Exhibit B - Form of Financing Party Acknowledgment Exhibit C - Performance Guarantee Schedule A - Description of Site Schedule B - Description of System Schedule C - System Pricing Schedule D - Termination Values - 1 - POWER PURCHASE AGREEMENT This POWER PURCHASE AGREEMENT (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of June 18, 2019 (the “Effective Date”), is by and between Solar Star Co Co 1, LLC, a limited liability company formed under the laws of the State of Delaware (“Provider”), and Contra Costa County, a political subdivision of the State of California (“Customer”). RECITALS: WHEREAS, Customer leases or owns, directly or indirectly, facilities in that certain location in California as more fully described in Schedule A of the Appendices hereto (the “Site”); WHEREAS, Customer desires that Provider install, maintain and operate, and Provider desires to install, maintain and operate, the System (as hereinafter defined) to be located on the Site; and WHEREAS, Provider desires to sell, and Customer desires to purchase, (a) the Solar Services (as hereinafter defined), including the delivery of electrical energy generated by the System (the “Energy”) and (b) other services pursuant to the terms and conditions set forth herein. NOW THEREFORE, in consideration of the mutual promises set forth below, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: AGREEMENT: 1. Definitions. Unless otherwise defined herein: (a) capitalized terms used in this Agreement shall have the respective meanings set forth in this Section 1; (b) the singular shall include the plural and vice versa; (c) the word “including” shall mean “including, without limitation”, (d) references to “Sections,” “Exhibits,” “Appendices” and the like shall be to sections, exhibits, appendices, etc. of or to this Agreement; (e) the words “herein,” “hereof” and “hereunder” shall refer to this Agreement as a whole and not to any particular section or subsection hereof; and (f) references to this Agreement shall include a reference to all exhibits hereto, as the same may be amended, modified, supplemented or replaced from time to time. “Agreement” has the meaning set forth in the preamble. “Annual Rate Escalator” means the percentage set forth in Schedule C. “Applicable Law” shall mean, with respect to any Governmental Authority, any constitutional provision, law, statute, rule, regulation, ordinance, treaty, order, decree, judgment, decision, certificate, holding, injunction, registration, license, franchise, permit, authorization, guideline, governmental approval, consent or requirement of such 2 Governmental Authority, enforceable at law or in equity, along with the interpretation and administration thereof by any Governmental Authority. “Claim Notice” shall have the meaning set forth in Section 13.3. “Code” shall mean the Internal Revenue Code of 1986, as amended. “Commercial Operation Date” shall have the meaning set forth in Section 3.4. “Confidential Information” shall have the meaning set forth in Section 15. “Customer” shall have the meaning set forth in the preamble. “Customer Default” shall have the meaning set forth in Section 11.1. “Effective Date” shall have the meaning set forth in the preamble. “Energy” shall have the meaning set forth in the preamble. “Environmental Attributes” includes, without limitation, tradable renewable certificates, green-e tags, allowances, reductions or other transferable indicia denoting carbon offset credits or indicating generation of a particular quantity of energy from a renewable energy source by a renewable energy facility attributed to the Energy during the Term created under a renewable energy, emission reduction, or other reporting program adopted by a Governmental Authority, or for which a registry and a market exists (which, as of the Effective Date are certificates issued by Green-e in accordance with the Green-e Renewable Electric Certification Program, National Standard Version 1.3 administered by the Center of Resource Solutions) or for which a market may exist at a future time. “Environmental Financial Incentives” shall mean each of the following financial rebates and incentives that is in effect as of the Effective Date or may come into effect in the future: (i) performance-based incentives, rebates and any other incentive programs offered by or in the State of California (or any political subdivision thereof) under the federal government’s, any municipality’s, any utility’s or any other state’s program or initiative (including, if applicable, subsidies available under the Self Generation Incentive Program administered through the California Public Utilities Commission), incentive tax credits (including investment tax credits arising under the Code) other tax benefits or grants in lieu thereof (including without limitation the monetization of tax benefits), and accelerated depreciation (collectively, “Incentives”), howsoever named or referred to, with respect to any and all fuel, emissions, air quality, energy generation, or other environmental or energy characteristics, resulting from the construction, ownership or operation of the System or from the use of solar generation or the avoidance of the emission of any gas, chemical or other substance into the air, soil or water attributable to the sale of Energy generated by the System; and (ii) all reporting rights with respect to such Incentives. “Estimated Year 1 Production” shall mean the amount set forth in Schedule B to this Agreement. 3 “Expiration Date” shall have the meaning set forth in Section 10.1. “Fair Market Value” shall have the meaning set forth in Section 10.3.2. “Financing Party” means any third-party entity providing debt or equity financing to Provider (or any successor or assignee thereof) with respect to the System, including without limitation a party providing construction financing, a lessor in a sale-leaseback transaction, a partner in a partnership flip transaction, or a limited liability company member in an equity sale transaction. “Force Majeure Event” shall mean, when used in connection with the performance of a Party’s obligations under this Agreement, any of the following events to the extent not caused by such Party or its agents or employees, which is not preventable by such Party as of the Effective Date: a) war, riot, acts of a public enemy or other civil disturbance; b) acts of God, including but not limited to, storms, floods, lightning, earthquakes, hailstorms, ice storms, tornados, typhoons, hurricanes, landslides, volcanic eruptions, range or forest fires, and objects striking the earth from space (such as meteorites), sabotage or destruction by a third party (other than any contractor retained by or on behalf of the Party) of facilities and equipment relating to the performance by the affected Party of its obligations under this Agreement; c) acts of federal, state or local government agencies, including changes in Applicable Law, that result in increasing Provider’s costs of construction and installation, or continuing operation, of the System by 15% or more; and d) strikes, walkouts, lockouts or similar industrial or labor actions or disputes. “Governmental Authority” shall mean any federal, state, regional, county, town, city, or municipal government, whether domestic or foreign, or any department, agency, bureau, or other administrative, regulatory or judicial body of any such government. “Indemnified Party” shall have the meaning set forth in Section 13.3. “Indemnifying Party” shall have the meaning set forth in Section 13.3. “Interconnection Point” shall have the meaning set forth in Section 3.5. “kWh Rate” shall have the meaning set forth in Section 6.1. “License” shall have the meaning set forth in Section 2. “Liens” shall have the meaning set forth in Section 7.1.3. “Meter” shall have the meaning set forth in Section 4.3.1. 4 “Monthly Period” shall mean the period commencing on the Commercial Operation Date and ending on the last day of the calendar month in which the Commercial Operation Date occurs, and, thereafter, all subsequent one (1) month periods during the Term. “Monthly Production” shall mean, for each Monthly Period, the amount of Energy delivered during such Monthly Period. “O&M Work” shall have the meaning set forth in Section 4.1.1. “Party” shall mean each of Customer and Provider (and/or any successor or permitted assignee thereof). “Person” shall mean any individual, corporation, partnership, company, limited liability company, joint venture, association, trust, unincorporated organization or Governmental Authority. “Provider” shall have the meaning set forth in the preamble (and includes its successor(s) and permitted assignee(s)). “Provider Default” shall have the meaning set forth in Section 11.2. “Renewal Rate” shall mean the fair market price for electricity generated by solar photovoltaic systems as determined by agreement of the Parties or through the appraisal process applicable to the purchase option contained in this Agreement. “Reporting Rights” means the right to report ownership of the Environmental Attributes or the Environmental Financial Incentives associated with the Energy to any federal, state, or local agency, authority or other party, including without limitation 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. “Scheduled Outage” shall have the meaning set forth in Section 4.5. “Site” has the meaning set forth in the first recital. “Solar Services” mean all solar services provided to Customer by Provider hereunder, including the provision of Energy. “Standards” shall have the meaning set forth in Section 3.1.1. “System” shall mean the solar photovoltaic system installed pursuant to this Agreement at the Site and more fully described in Schedule B hereto; provided, however, that the term “System” shall only include equipment and materials up to but not including the Interconnection Point of the System. “Term” shall have the meaning set forth in Section 10.1. “Termination Date” shall have the meaning set forth in Section 10.1. 5 “Termination Value” shall mean, on any date of determination (or, if such date is not a scheduled termination date, the scheduled termination date immediately preceding such date) the applicable amount specified for such date in Schedule D to this Agreement. “Transfer Taxes” shall have the meaning set forth in Section 6.2.1. 2. Purchase and Sale of Solar Services; License. 2.1 Purchase and Sale of Solar Services. Customer hereby engages Provider to provide the services set forth in this Agreement, including the Solar Services to Customer, and Provider agrees to provide the services set forth in this Agreement, including the Solar Services to Customer, all in accordance with the terms and conditions set forth herein. Customer shall provide Provider with access to the Site in accordance with the terms of this Agreement. Provider may retain one or more contractors or subcontractors to fulfill its obligations hereunder; provided that Provider shall remain liable for performance of its obligations hereunder 2.2 License. Customer hereby grants to Provider and to Provider’s agents, employees and subcontractors an irrevocable, non-exclusive license running with the Site for access to, on, over, under or across the Site (the “License”) for the purpose of (i) installing, constructing, operating, maintaining, accessing, removing and replacing the System; (ii) performing all of Provider’s obligations and enforcing all of Provider’s rights set forth in this Agreement; and (iii) installing, using and maintaining electric lines and equipment, including inverters and meters, necessary to interconnect the System to Customer’s electric system at the Site or to the utility’s electric distribution system or that otherwise may from time to time be useful or necessary in connection with the construction, installation, operation, maintenance, or repair of the System. The term of the License is the Term of this Agreement plus the period of time necessary for Provider to remove the System pursuant to Section 10.3.3, but in no case later than one hundred eighty (180) days after the Expiration Date with respect to the System (the “License Term”). During the License Term, Customer shall preserve and protect Provider’s rights under the License and Provider’s access to the Site and shall not interfere with or permit any third parties to interfere with Provider’s rights or access. Except for an emergency situation as described in Section 4.2.1(a) or (b) (an “Emergency Situation”), Provider shall notify Customer in writing, which may be made via email to Customer’s Energy Manager, 40 Muir Road, Martinez, CA 94553 (Frank.DiMassa@pw.cccounty.us), or to any other address Customer may designate in a written notice to Provider, forty-eight (48) hours before Provider intends to access the Site pursuant to the License. Notwithstanding that the License granted herein is irrevocable, Customer reserves the right to exclude Provider, its agents, employees and subcontractors from the Site in the event that Customer notifies Provider of a breach of the License and Provider fails to cure such breach pursuant to Section 11.2.1 of this Agreement; provided, however, that, Customer 6 agrees not to exclude Provider, its agents, employees and subcontractors from the Site (A) in the event of an Emergency Situation as described in Section 4.2 so long as Customer has been notified of such an Emergency Situation pursuant to Section 4.2 and (B) in the event that the System is to be removed pursuant to this Agreement. 3. Design, Construction, Installation and Testing of System. 3.1 Installation. Subject to Section 3.2, Provider will cause the System to be designed, engineered, installed and constructed at the Site substantially in accordance with the terms of this Agreement, including without limitation, the provisions of Exhibit A (System Design and Construction). Customer shall review and approve, such approval not to be unreasonably withheld or delayed, all construction plans, including engineering evaluations of the impact of the System on the structural integrity and strength of the location where the System is installed inside, on or near Customer’s buildings. Provider shall organize the procurement of all materials and equipment for the installation work and maintain the same at the Site. Subject to the terms of the License, Provider shall perform installation work at the Site during the times set forth in Exhibit A and Schedule B in a manner that minimizes inconvenience to and interference with Customer’s and Customer’s invitees’ and Customers’ use of the Site to the extent commercially practical. Notwithstanding the foregoing, in the event that Provider determines in its sole discretion that it is unable to install the System at the Site, it shall be under no obligation to do so, and this Agreement shall terminate and be of no further force and effect upon written notice from Provider to Customer to that effect. 3.1.1 System Design and Construction. Exhibit A (System Design and Construction) attached hereto sets forth the design, engineering and construction specifications for the System, as well as assumptions made by the Provider regarding the Site conditions, the electrical conditions, and System attributes (such assumptions being referred to herein as the “Standards”). Schedule B (Description of System) sets forth the known actual conditions for the Site and the System, including deviations from the Standards. The Standards are such that the described items for the System will not need repair, replacement, modification or construction beyond that described in Exhibit A and Schedule B in order for Provider to properly construct and install the System. If the construction and installation of the System is required for any reason (except for reasons attributable to Provider) to deviate from the Standards and Schedule B, Provider will notify the Customer and provide an estimate of any incremental cost to Customer and Customer will have the option to (i) pay the incremental cost at the time the cost is incurred and billed to the Customer, (ii) pay the incremental cost over the Term through a calculated increase in the kWh Rate, or (iii) elect an alternative location subject to the conditions of Section 3.1.2. 3.1.2 Alternative Location. Prior to the Commercial Operation Date, if the Customer’s interest in the Site is a leasehold interest and the Customer is unable to obtain the landlord’s consent in accordance with the License or Customer chooses an alternative location per Section 3.1.1, Customer will have the option to elect an alternative location if Environmental 7 Attributes and Environmental Financial Incentives financially equivalent to or better than those associated with the original location are available for the alternative location, and if the expected System kWh output and construction cost at the alternative location are equivalent to or superior than those associated with the originally proposed location. Such alternative location is subject to Provider approval, not to be unreasonably withheld. If an alternative location cannot be established, Provider will have the right to terminate per Section 3.2. 3.2 Conditions Precedent to Commencement of Construction and Installation. 3.2.1 Commencement by the Provider of construction and installation activities with respect to the System are subject to the satisfaction of the following conditions precedent (in addition to the condition set forth in Section 3.3): (a) Provider shall have closed financing for construction and long-term ownership of the System and the Solar Services to be performed at the Site and, to the extent required pursuant to the applicable financing documentation, the third party financing institution providing such financing shall have been provided with the materials referred to in Section 14.17 and Section 16; (b) Provider shall have entered into the applicable contract(s) for construction and installation of the System, subject to the terms of the applicable financing, if any; (c) Provider shall have obtained the permits, licenses and other approvals required by Applicable Law to be obtained by Provider prior to such commencement; (d) Provider shall have received satisfactory notice that the applications for Environmental Financial Incentives for the System have been accepted and approved by the appropriate governing agency; and (e) Provider shall have received from Customer satisfactory evidence that the project—including the System, the License, and the work and Solar Services described in this Agreement—is exempt from the regulatory jurisdiction of local agencies (including zoning, building, and land-use requirements) or that all required local agency approvals and permits have been obtained. provided, however, that if any of the foregoing conditions precedent have not been satisfied on or before June 17, 2020 (the “CP Date”), Provider shall have the option to terminate this Agreement without triggering the default provisions of this Agreement or any liability under this Agreement, and if Provider does not terminate this Agreement one hundred eighty (180) days following the CP Date, Customer may terminate this Agreement without triggering the default provisions of this Agreement or any liability under this Agreement. 8 Alternatively, in the event that such conditions precedent are not satisfied by such date, the Parties may mutually agree to amend this Agreement to revise the Commercial Operation Date and term of this Agreement. 3.3 Utility Approvals. Notwithstanding that Provider shall have primary responsibility for preparing applications and obtaining all permits, licenses and approvals required for the performance of work under this Agreement, Customer agrees to reasonably assist Provider in obtaining necessary permits, licenses and approvals in connection with the installation, operation and maintenance of the System, including the submission of applications for interconnection of the System with the local electric utility. Customer shall not make any material changes to its electrical equipment at the Site after the date on which the applicable utility interconnection application is submitted unless any such changes, individually or in the aggregate, would not adversely affect the approval by such utility of such interconnection. Should the local electric utility fail to approve the interconnection of the System or require equipment in addition to the equipment set forth in Schedule B in connection with the Site, Provider may, at Provider’s option, terminate this Agreement immediately subsequent to notification from the local utility. The Parties shall not be obligated to go forward with installation of the System if the applicable utility approvals are conditioned upon material upgrades to the existing electrical infrastructure and neither Party elects to provide for such upgrades. Customer also agrees to assist Provider and make all necessary repairs or changes to the existing electrical infrastructure so that the Site and System are eligible for the Environmental Financial Incentives. 3.4 Energy Delivery. The date on which the delivery of Energy from the System commences (the “Commercial Operation Date”) shall be the date on which all of the following shall have occurred: (a) Provider shall have certified to Customer in writing that the System is substantially complete and available for commercial operation; (b) all permits and licenses required to be obtained under Applicable Law in connection with the operation of the System shall have been obtained and be in full force and effect; and (c) Customer shall have entered into an interconnection agreement with the local electricity utility. In no event shall Provider have any liability to Customer for a delay in the Commercial Operation Date caused by Customer, Customer’s electricity provider, a local agency issuing permits for the System or any other third parties outside of Provider’s control. 3.5 Risk of Loss; Exclusive Control. As between the Parties, Provider will be deemed to be in exclusive control (and responsible for any property damage or injuries to persons caused thereby) of the Energy up to but excluding the point where the System is interconnected to Customer’s electrical intertie; e.g., the Customer’s line-side tap (the “Interconnection Point”) and Customer will be deemed to be in exclusive control 9 (and responsible for any property damage or injuries to persons caused thereby) of the Energy at and from the Interconnection Point. Risk of loss related to the Energy will transfer from Provider to Customer at the Interconnection Point. 3.6 Termination Values. The Parties acknowledge and agree that the Termination Values with respect to the applicable System are as set forth in Schedule D of this Agreement. 4. Operation and Maintenance of System. 4.1 O&M Work; Phone/Data Line. 4.1.1 O&M Work. Provider shall provide operation, repair, monitoring and maintenance services to the System during the Term of this Agreement, including the monitoring and maintenance of metering equipment determining the quantity of electricity produced by the System (collectively, the “O&M Work”). Provider shall perform the O&M Work, either directly or indirectly through a subcontract with SunPower Corporation, Systems , an affiliate of Provider or through a third-party service provider capable of providing comparable services, provided that Provider remains responsible for all O&M Work notwithstanding any such subcontracting. Provider shall perform, or cause to be performed, the O&M Work to ensure that the System is capable of delivering the Energy in accordance with the specifications set forth in Schedule B. Provider shall use commercially reasonable efforts to enforce the terms of any contract for operations and maintenance services to which it is a party and System warranty agreements. 4.1.2 Phone/Data Line. Customer shall properly maintain, pay for and provide access to the necessary phone, computer, or other communication lines necessary to permit Provider to record the electrical output of the System for the entire Term. 4.2 Malfunctions and Emergencies. 4.2.1 Each of Customer and Provider shall notify the other within twenty- four (24) hours following the discovery by it of (a) any material malfunction in the operation of the System, (b) an interruption in the supply of Solar Services. Provider and Customer shall each designate personnel and establish procedures such that each Party may provide notice of such conditions requiring Provider’s repair or alteration at all times, twenty-four (24) hours per day, including weekends and holidays. Each Party shall notify the other Party immediately upon the discovery of an emergency condition in the System. 4.2.2 Provider shall commence repairs to the malfunctioning System and restore the supply of the Energy, as soon as reasonably possible after notice or upon its own discovery of any of the conditions specified in Section 4.2.1 during normal business hours and, subject to Section 2, take steps to mobilize personnel to commence repairs after notice or discovery of a condition requiring repair or other corrective action. If an emergency condition exists, Provider shall dispatch the appropriate personnel immediately upon becoming aware thereof to perform the necessary repairs or corrective action in an expeditious and safe manner. For routine and emergency repairs, the Parties shall contact the persons set forth below: 10 If to Provider: Wayne Webb, Senior Manager, Operations & Maintenance 2900 Esperanza Crossing, 2nd Floor Austin, TX 78759 (510) 439 – 4663 or (800) 251-9728 Wayne.Webb@sunpowercorp.com with a copy to: customer.service@sunpower.com 4.3 Metering. 4.3.1 Meters. For the term of this Agreement, Provider shall install and maintain a utility-grade kilowatt-hour (“kWh”) meter (the “Meter”) at the Sys tem for the measurement of Energy provided to Customer, which shall measure the kWh output of the System on a continuous basis. Upon Customer’s written request, Provider shall furnish a copy of all technical specifications and accuracy calibrations for the Meter, as well as all metering data and energy production and consumption calculations. Provider shall test the Meter in compliance with manufacturer’s recommendations. 4.3.2 Customer Audits and Inspections. Once per calendar year, Customer shall have the right to audit all Meter data upon reasonable notice, and any such audit shall be at Customer’s sole cost. Customer shall have a right of access to the Meter at reasonable times and with reasonable prior notice for the purpose of verifying readings and calibrations. 4.3.3 Adjustments. If testing of the Meter pursuant to Section 4.3.1 or Section 4.3.2 indicates that the Meter is in error by more than two percent (2%), then Provider shall promptly repair or replace the Meter. If the Meter is found to be in error by more than two percent (2%), Provider shall make a corresponding adjustment to the records of the amount of Energy 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. 4.3.4 Disputes. Any dispute arising out of the reading or calibration of the Meter shall be resolved in accordance with the procedures set forth in Section 6.3.2. 4.4 Title to System. Provider, or Provider’s permitted assigns with respect to the System, shall at all times retain title to and be the legal and beneficial owner of the System, including the right to any tax credits available under federal or state law, and the System shall remain the property of Provider or Provider’s assigns. The System shall remain the personal property of Provider or Provider’s assigns and shall not attach to or be deemed a part of, or fixture to, the Site. It is the Parties’ intention that the System shall at all times retain the legal status of personal property. Provider shall be entitled to, and is hereby authorized to, file one or more precautionary Uniform Commercial Code financing statements with the California Secretary of State with 11 respect to the System in order to protect its rights in the System, provided that no such UCC financing statement shall name Customer as the debtor. The System shall be clearly marked and identified as being the property of the Provider or Provider’s assigns. The Parties intend that neither Customer nor any party related to Customer shall acquire the right to operate the System or be deemed to operate the System. 4.5 Outages. Customer shall be permitted two (2) twenty-four (24) consecutive hour days during which the System may be offline (each, a “Scheduled Outage”) per calendar year during the Term, during which days Customer shall not be obligated to accept, and if not accepted, pay for the Energy; provided, however, that Customer shall have notified Provider in writing of each such Scheduled Outage at least forty-eight (48) hours in advance of the commencement of such Scheduled Outage. In the event that Scheduled Outages at the Site exceed two (2) days per calendar year for a reason other than a Force Majeure Event, and for all unscheduled outages, Provider shall reasonably estimate the amount of Energy that would have been delivered to Customer during each hour of such excess Scheduled Outages or unscheduled outages and shall invoice Customer for such amount, which shall be payable in accordance with Section 6.3. Additionally, as set forth in Exhibit C (Performance Guarantee), Provider shall be relieved of any failure to meet the Performance Guarantee due to any Scheduled Outage or unscheduled outage. 4.6 Compliance with Utility Specifications. Provider shall ensure that the operation of the System and all Energy generated by the System conform to applicable utility specifications for energy being generated and delivered to the Site’s electric distribution system, which shall include the installation of proper power conditioning and safety equipment, submittal of necessary specifications, coordination of utility testing and verification, and all related costs. 5. Purchase of Solar Services. 5.1 Purchase Requirement. Customer agrees to purchase one hundred percent (100%) of the Energy delivered by the System during the Term of this Agreement. While the Solar Services are calculated and billed on the basis of kWh of Energy as set forth in Section 6.1, Customer acknowledges and agrees that such Solar Services represent a package of services including the production and supply of electrical energy output from the System, together with any other services associated with solar energy production that Provider may provide to Customer. The payment for Solar Services (expressed in $/kWh) is calculated to include all of the above services. Neither Party may claim that by this Agreement Provider is an electric utility subject to regulation as an electric utility or subject to regulated electricity rates. Provider shall not claim to be providing electric utility services to Customer and shall not interfere with Customer’s ability to select an electric utility provider except that, to the extent 12 Customer has a choice in selecting an electric utility provider or electricity provider, Customer shall not select an electric utility provider or electricity provider that requires, as part of their conditions for service, removal or discontinued operation of the System or the sales of Energy hereunder. 5.2 Environmental Attributes; Environmental Financial Incentives. 5.2.1 Environmental Attributes. All Environmental Attributes and associated Reporting Rights available in connection with the System are retained and owned by Customer or its assignee. Provider shall take all reasonable measures to assist Customer in obtaining all Environmental Attributes currently available or subsequently made available in connection with the System. At Customer’s request and expense, Provider shall execute all such documents and instruments reasonably necessary or desirable to effect or evidence Customer’s or its assignee right, title and interest in and to the Environmental Attributes. If the standards used to qualify the Environmental Attributes to which Customer is entitled under this Agreement are changed or modified, Provider shall, at Customer’s request and expense, use all reasonable efforts to cause the Environmental Attributes to comply with new standards as changed or modified. If Provider fails to act in good faith in completing documentation or taking actions reasonably requested by Customer, and such failure results in the loss of an Environmental Attribute that would otherwise be available, Provider shall reimburse Customer for the full amount of such lost Environmental Attribute. 5.2.2 Environmental Financial Incentives. All Environmental Financial Incentives and associated Reporting Rights available in connection with the System are retained and owned by Provider or its assignee. Customer shall take all reasonable measures to assist Provider in obtaining all Environmental Financial Incentives currently available or subsequently made available in connection with the System. At Provider’s request and expense, Customer shall execute all such documents and instruments reasonably necessary or desirable to effect or evidence Provider’s or its assignee right, title and interest in and to the Environmental Financial Incentives. If the standards used to qualify the Environmental Financial Incentives to which Provider is entitled under this Agreement are changed or modified, Customer shall, at Provider’s request and expense, use all reasonable efforts to cause the Environmental Financial Incentives to comply with new standards as changed or modified. If Customer fails to act in good faith in completing documentation or taking actions reasonably requested by Provider, and such failure results in the loss of an Environmental Financial Incentive that would otherwise be available, Customer shall reimburse Provider for the full amount of such lost Environmental Financial Incentive. 5.2.3 Customer shall not take any action or suffer any omission that would have the effect of impairing the value to the Provider of the Environmental Attributes or Environmental Financial Incentives. 5.2.4 Provider or its assignee will at all times retain all tax credits and related tax benefits (including depreciation) associated with the System. 13 6. Price and Payment. 6.1 Price. Customer shall pay Provider for the Energy provided pursuant to the terms of this Agreement at the rate per kWh (the “kWh Rate”) set forth in Schedule C for the Term of this Agreement, plus any adjustments required pursuant to Section 3.1.1, plus any additional amount required pursuant to Section 6.2. Notwithstanding the foregoing, in the event that Customer elects to renew this Agreement pursuant Section 10.3.1, Customer shall pay the Renewal Rate for Energy delivered during such renewal period. 6.2 Taxes. 6.2.1 Customer Taxes. Provider shall invoice Customer for, and Customer shall pay all sales, use, excise, ad valorem, transfer and other similar taxes (“Transfer Taxes”), but excluding in all events taxes based on or measured by net income, that are imposed by any taxing authority arising out of or with respect to the purchase or sale of the Solar Services (regardless of whether such Transfer Taxes are imposed on Provider or Customer), together with any interest, penalties or additions to tax payable with respect to such Transfer Taxes, unless such interest, penalties or additions to tax payable with respect to such Transfer Taxes are due to Provider’s failure to timely remit any such Transfer Taxes or to file any returns required by the appropriate taxing authority, and Provider shall indemnify and hold Customer harmless in such excepted cases. If Customer shall be required to by law to withhold or deduct any Transfer Taxes or other taxes imposed by any jurisdiction or any political subdivision from or in respect of any sum payable hereunder, the sum payable shall be increased as may be necessary so that, after taking all required deductions, Provider shall have received an amount equal to the sum it would have received had no such deductions been made. Provider will pay any ad valorem property tax imposed on the System by any taxing authority. 6.2.2 Provider Taxes. Provider will pay and hold harmless Customer from any sales or use tax imposed upon Customer arising from this Agreement, other than as set forth in the preceding Section 6.2.1, including but not limited to Provider's manufacture, installation and acquisition of the System. Provider will pay and hold harmless Customer from property tax, if any, assessed on (i) Provider’s use of the portion of the Site on which the System is installed, to the extent prescribed in the License; (ii) the System or Provider’s ownership, installation or use thereof; or (iii) any other aspect of this Agreement. Notwithstanding the foregoing, Customer shall pay and hold harmless Provider from sales and use taxes, if any, arising upon the transfer, if any, of both legal and beneficial ownership of the System to Customer pursuant to this Agreement. 6.3 Billing and Payment. Billing and payment for the Solar Services sold and purchased under this Agreement and any other amounts due and payable hereunder shall occur as follows: 14 6.3.1 Payments. Subject to adjustment in accordance with the following sentences of this Section 6.3.1, Customer shall pay to Provider for each Monthly Period during the Term within thirty (30) days after receipt of any invoice a payment for the Energy delivered by the System during each such Monthly Period equal to the product of (a) Monthly Production for the System for the relevant month multiplied by (b) the then applicable kWh Rate. Customer payments under Sections 6.3.1, above, shall be made by check to: Solar Star Co Co 1, LLC Attn: Commercial Asset Management Group c/o SunPower Capital Services, LLC 2900 Esperanza Crossing Austin, TX 78758 Payment may also be made by wire transfer of immediately available funds upon receipt of specific instructions by Provider. Upon receipt of written direction and instructions from Provider and Provider’s Financing Party, all payments to be made by the Customer to the Provider under this Agreement shall be made directly to the Provider’s Financing Party or its agent designated in a writing addressed to Customer from time to time. 6.3.2 Invoice Errors. Within thirty (30) days after receipt of any invoice, Customer may provide written notice to Provider of any alleged error therein (including any error resulting from Meter adjustments pursuant to Section 4.3.3). Customer shall pay all undisputed amounts, including the undisputed portion of any invoice, in accordance with the instructions set forth for payment under Section 6.3.1. If Provider notifies Customer in writing within thirty (30) days of receipt of such notice that Provider disagrees with the allegation of error in the invoice, the Parties shall meet, by telephone conference call or otherwise, within ten (10) days of Customer’s response for the purpose of attempting to resolve the dispute. 6.3.3 Late Payments. All payments hereunder shall be made without setoff or deduction. Any payment not made within the time limits specified in Section 6.3.1 shall bear interest from the date on which such payment was required to have been made through and including the date on which such payment is actually received by the Provider. Such interest shall accrue at a monthly rate equal to the lesser of the then prevailing prime rate of interest as published in The Wall Street Journal or the maximum interest rate permitted by Applicable Law. 7. General Covenants. 7.1 Provider’s Covenants. Provider covenants and agrees as follows: 7.1.1 Permits and Approvals. While performing this Agreement, Provider shall obtain and maintain all approvals, consents, licenses and permits from relevant Governmental Authorities, utility personnel, and (to the extent known to Provider) the Site’s owners, if Customer is not the owner of the Site, and other agreements and consents required to be obtained and maintained by Provider and to enable Provider to perform such work. Provider shall deliver copies of all permits and approvals obtained pursuant to this Section to Customer. 15 7.1.2 Health and Safety. Provider shall take all reasonably necessary safety precautions in performing this Agreement and shall comply in all material respects with all Applicable Laws pertaining to the safety of persons and real and personal property. 7.1.3 Removal of Liens. Provider shall not directly or indirectly cause, create, incur, assume or suffer to exist any mortgage, pledge, lien (including mechanics’, laborers’ or materialmen’s liens), charge, security interest, encumbrance or claim of any nature (“Liens”) on or with respect to the Site or any interest therein; provided that this Section 7.1.3 shall not limit Liens on the System. If Provider breaches its obligations under this Section, it shall immediately notify Customer in writing, shall promptly cause such Lien to be discharged and released of record without cost to Customer, and shall defend and indemnify Customer against all costs and expenses (including reasonable attorneys’ fees and court costs at trial and on appeal) incurred in discharging and releasing such Lien. 7.1.4 Provider Records. Provider shall keep complete and accurate records of its operations hereunder and shall maintain such data as may be necessary to determine with reasonable accuracy any item relevant to this Agreement. Customer has the right to examine all such records insofar as may be necessary for the purpose of ascertaining the reasonableness and accuracy of any statements of costs relating to transactions hereunder. 7.2 Customer’s Covenants. Customer covenants and agrees as follows: 7.2.1 Health and Safety. Customer shall at all times maintain the areas of the Site consistent with all Applicable Laws pertaining to the health and safety of persons and property. 7.2.2 Security. Customer shall provide and take reasonable measures for security of the System, including commercially reasonable monitoring of the Site’s alarms, if any. 7.2.3 Notice of Damage. Customer shall promptly notify Provider of any matters of which it becomes aware pertaining to any damage to or loss of the use of the System or that could reasonably be expected to adversely affect the System. 7.2.4 Liens. Customer shall not directly or indirectly cause, create, incur, assume or suffer to exist any Liens on or with respect to the System or any interest therein. Customer also shall pay promptly any taxes, charges or fees of whatever type of any relevant Governmental Authority for which Customer is responsible under Section 6.2 before a fine or penalty may attach to the System. If Customer breaches its obligations under this Section, it shall immediately notify Provider in writing, and shall promptly cause such Lien on or with respect to the System (including if such arises in favor of any third party claiming through Customer, such as a lender, mortgagee or encumbrancer of real property) to be removed, discharged and released of record without cost to Provider, and shall defend, indemnify and hold Provider harmless against all costs and expenses (including reasonable attorneys’ fees and court costs at trial and on appeal) incurred in removing, discharging and releasing such Lien. 16 7.2.5 Consents and Approvals. Customer shall obtain and maintain, and secure and deliver to Provider copies of, all consents, approvals, permits, licenses, and authorizations (or evidence that the project—including the System, and the work and Solar Services described in this Agreement—is exempt from the regulatory jurisdiction of local agencies (including zoning, building, and land-use requirements) or that all required local agency approvals and permits have been obtained) relating to the performance of Customer’s obligations and the rights granted by Customer hereunder, and that are required by the terms, conditions or provisions of any restriction or any agreement or instrument or statute to which Customer is a party or by which Customer is bound, including completing applications for interconnection with Customer’s local electric utility. Customer shall use best efforts to assist Provider in fulfilling Provider’s responsibilities under Section 7.1.1. In addition, as a condition precedent to the effectiveness of this Agreement, Customer covenants that it has obtained all discretionary and other approvals required in connection with the project from its governing board and all applicable Government Authorities and that such board or Governmental Authority complied with the California Environmental Quality Act; or, if no other discretionary approvals were required, such board or Governmental Authority approved this Agreement before it was executed. 7.2.6 Maintenance of Interconnection. Customer shall ensure that all of the facilities to which the Energy is delivered hereunder remain interconnected to the electrical grid during the entire Term, except as permitted under Section 4.5 and Section 9. 7.2.7 Solar Access. Customer shall ensure that the System remains free of overshadowing or other blocked access to sunlight during the Term, and it is acknowledged and agreed by the Parties that the foregoing is a material obligation of the Customer for the purposes of this Agreement. Customer will use best efforts to secure a solar easement for the Site to prevent other buildings, structures or flora from overshadowing or otherwise blocking access of the sunlight to the System. Provider shall provide assistance to Customer in seeking a solar easement; however, Customer shall bear all costs and expenses related to obtaining any such easement. 7.2.8 Customer Records. Customer shall keep complete and accurate records of its operations hereunder and shall maintain such data as may be necessary to determine with reasonable accuracy any item relevant to this Agreement. Provider shall have the right to examine all such records insofar as may be necessary for the purpose of ascertaining the reasonableness and accuracy of any statements of costs relating to transactions hereunder. 8. Insurance Requirements. 8.1 Provider’s General Liability Insurance. Provider shall maintain, at its sole expense, commercial general liability insurance, including products and completed operations and personal injury insurance, in a minimum amount of one million dollars ($1,000,000) per occurrence and in the aggregate, endorsed to provide contractual liability in said amount, specifically covering Provider’s obligations under this Agreement and naming Customer as an additional insured. The minimum coverage amount of $1,000,000 per occurrence and in the aggregate may be satisfied by a combination of a general liability policy and an excess/umbrella liability policy. Provider, if it has employees, shall also maintain at all times during the term of 17 this Agreement workers’ compensation insurance coverage in accordance with the applicable requirements of federal and state law. Within thirty (30) days after execution of this Agreement and upon Customer’s request annually thereafter, Provider shall deliver to Customer certificates of insurance evidencing such coverage, which shall specify that Customer shall be given at least thirty (30) days’ prior written notice by the applicable insurer in the event of any material modification, cancellation or termination of coverage, except ten (10) days for non- payment of premium. Such insurance shall be primary coverage without right of contribution from any insurance of Customer. 8.2 Customer’s Insurance. Customer shall provide and maintain “all-risk” property insurance covering the buildings on which the System is located during all periods (construction and operation) that Provider is the beneficial owner of the System, and naming Provider or its assignee as the loss payee. The System shall be insured for not less than its Termination Value. All such policies shall be with financially sound and reputable insurance companies that have an (i) A.M. Best rating of A+ and a financial strength category of “XII” or higher, (ii) a Standard & Poor’s financial strength rating of A+ or higher, or (iii) are otherwise reasonably satisfactory to the Provider or its assignee; and such policies shall be on terms that are reasonably satisfactory to the Provider or its assignee. Within thirty (30) days after execution of this Agreement and upon Provider’s request annually thereafter, Customer shall deliver to Provider certificates of insurance evidencing such coverage, which shall specify that Provider shall be given at least thirty (30) days’ prior written notice (10 days’ notice for cancellation due to nonpayment of premiums) by the applicable insurer in the event of any material modification, cancellation or termination of coverage. Such insurance shall be primary coverage without right of contribution from any insurance of Provider. Notwithstanding the foregoing, Customer shall be entitled to self- insure all of its insurance requirements under this Agreement. 9. Force Majeure Events. If either Party is prevented from or delayed in performing any of its obligations under this Agreement by reason of a Force Majeure Event, such Party shall notify the other Party in writing as soon as practicable after the onset of such Force Majeure Event and shall be excused from the performance of its obligations under this Agreement to the extent that such Force Majeure Event interferes with such performance. The Party whose performance under this Agreement is prevented or delayed as the result of a Force Majeure Event shall use reasonable efforts to remedy its inability to perform. If a Party’s failure to perform its obligations under this Agreement is due to a Force Majeure Event, then such failure shall not be deemed a Provider Default or a Customer Default, as the case may be. In case a Force Majeure Event continues for at least one (1) year with respect to the System, then either Party may terminate this Agreement by written notice to the other. 18 10. Term; Customer Options; Termination. 10.1 Term. The term of this Agreement shall commence on the Effective Date and shall expire on the date that is twenty-five (25) years after the Commercial Operation Date (the “Expiration Date”), unless and until terminated earlier pursuant to Sections 3.1, 3.2, 3.3, 9, 10.2.3, 10.6 or 12 (the date of any such termination, the “Termination Date”, and the “Term” being such period of time commencing on the Effective Date and ending on the earlier of (i) the Termination Date, and (ii) the Expiration Date). 10.2 Customer Options Upon Cessation of Business Operations at Site. If, prior to the end of the Term, Customer ceases to conduct business operations at the Site, vacates the Site, or is prevented from allowing operation of the System on the Site: 10.2.1 Substitute Site. So long as Customer’s exercise of its rights under this Section 10.2.1 does not impair or reduce any Environmental Financial Incentives that may be available to the Provider, or otherwise have an adverse tax effect on Provider, or in the Provider’s sole discretion and determination, impair Provider’s ability to meet any and all obligations in connection with a Financing Party or a prospective financing transaction, Customer shall have the right to provide Provider with a mutually agreeable substitute Site located within the same utility district, subject to requisite governing agency approvals, to relocate the System, which agreement shall not be unreasonably withheld, or, if not available, in a location with similar solar insolation, utility rates, Environmental Attributes and Environmental Financial Incentives. Any such alternate Site shall have a similar demand charge profile as the Site. If such alternate Site is available and is acceptable to Provider, this Agreement shall be amended to delete the prior Site and add the new Site, but otherwise this Agreement shall remain in full force in accordance with its terms and shall not be deemed otherwise amended. Customer shall pay the reasonable costs arising in connection with the relocation(s) of the System, including removal costs, installation costs, any applicable interconnection fees, costs related to obtaining a site license or lease at the substitute site, other costs of deployment at the substitute Site, and amounts lost that would otherwise be payable under this Agreement due to such relocation(s) to Provider based on delivered Energy averaged over the prior twelve months for the System. 10.2.2 Move and Pay Option. So long as such event does not impair or reduce any Environmental Attributes or Environmental Financial Incentives, Customer may elect to pay or guarantee the payment of the remaining monthly amounts due under this Agreement to Provider, and cause the System to be kept in operation at the Site, in each case through the remainder of the Term. 10.2.3 Termination and Payment of Termination Value. If, beginning in the sixth year following the Commercial Operation Date, a substitute Site cannot be located in accordance with Section 10.2.1 with respect to the System and Customer elects not to avail itself of the provisions of Section 10.2.2 with respect to the System, then Customer shall so notify Provider, Provider shall remove the System (at Customer’s sole cost and expense) and Customer shall pay to Provider the then-applicable Termination Value specified in Column A of Schedule D 19 as liquidated damages, whereupon this Agreement shall terminate. The Parties agree that actual damages to Provider if this Agreement is terminated as contemplated in this Section 10.2 would be difficult to ascertain, and the applicable Termination Value is a reasonable approximation of the damages suffered by Provider as a result of early termination of this Agreement. 10.3 Customer Options Upon Expiration of Term. 10.3.1 Extension of Term. Upon prior written notice to Provider at least one-hundred eighty (180) days prior to the Expiration Date, Customer has the option to renew the term of this Agreement with respect to the System and Solar Services for one (1) additional three (3)-year period at the Renewal Rate. 10.3.2 Purchase of System. If Customer has not elected to renew the term of this Agreement in accordance with Section 10.3.1, Customer may purchase the System by providing Provider written notice of its intent to purchase the System no later than one-hundred and eighty (180) days prior to the Expiration Date, and paying Provider the Fair Market Value thereof no later than the relevant Expiration Date. The “Fair Market Value” of the System shall be the value determined by the mutual agreement of Customer and Provider within ten (10) days after receipt by Provider of Customer’s notice of its election to purchase the System. If Customer and Provider cannot mutually agree to a Fair Market Value, then the Parties shall jointly select a nationally recognized independent appraiser with whom the parties have discussed methods and assumptions, with experience and expertise in the solar photovoltaic industry to value such equipment. Such appraiser shall act reasonably and in good faith to determine the Fair Market Value and shall set forth such determination in a written opinion delivered to the Parties. The valuation made by the appraiser shall be binding on the Parties in the absence of fraud or manifest error. The costs of the appraisal shall be borne by the Parties equally. To the extent transferable, the remaining period, if any, on all warranties for the System will be transferred from Provider to Customer. If the Parties are unable to agree on the selection of an appraiser, such appraiser shall be jointly selected by the appraiser firm proposed by the Customer and the appraiser firm proposed by the Provider. Upon receipt by Provider of payment of the Fair Market Value, title to the System as well as available Environmental Attributes and Environmental Financial Incentives from the System shall transfer to Customer as-is, where-is. 10.3.3 Return of System. If at the end of a Term, or an Extension of Term pursuant to Section 10.3.1, Customer does not exercise any of the options described in Sections 10.3.1 and 10.3.2, Provider shall remove all of its tangible property comprising the System from the Site by a mutually convenient date but in no case later than one hundred eighty (180) days after the Expiration Date with respect to the System. The cost to remove the System shall be borne by the Provider. The portion of the Site on which the System was installed shall be returned to its original condition, except for ordinary wear and tear, and Provider shall leave the portion of the Site on which the System was installed in neat and clean order. 10.4 Customer Purchase Options Prior to Expiration Date. 10.4.1 On the later to occur of the sixth (6th) anniversary of the Commercial Operation Date, provided that no Customer Default shall have occurred and be continuing beyond any applicable period of cure, Customer may elect to purchase all, but not less than all, of the System. If Customer elects to so purchase the System, 20 the purchase price shall be the higher of the then Fair Market Value of the System (calculated in accordance with the definition of Fair Market Value set forth in Section 10.3.2 for the System, and such determination to be at Customer’s sole cost and expense), or the then-current Termination Value specified in Column A of Schedule D. Not less than one-hundred-and-eighty (180) days prior to the exercise of the purchase option for the System, Customer shall provide written notice to Provider of Customer’s exercise thereof. Upon the exercise of the foregoing purchase option plus receipt of the Value as determined in Section 10.4 above and all other amounts then owing by Customer to Provider, the Parties will execute all documents necessary to cause title to the System to pass to Customer as-is, where- is; provided, however, that Provider shall remove any encumbrances placed on the System by Provider at Customer’s expense. 10.4.2 On the later to occur of the fifteenth (15th) anniversary of the Commercial Operation Date, provided that no Customer Default shall have occurred and be continuing beyond any applicable period of cure, Customer may elect to purchase the System. If Customer elects to so purchase the System, the purchase price shall be the higher of the then Fair Market Value of the System (calculated in accordance with the definition of “Fair Market Value” set forth in Section 10.3.2 for the System, and such determination to be at Customer’s sole cost and expense), and the amount specified in Column A of Schedule D. Not less than one-hundred-and- eighty (180) days prior to the exercise of the purchase option for the System, Customer shall provide written notice to Provider of Customer’s exercise thereof. Upon the exercise of the foregoing purchase option plus receipt of the Fair Market Value and all other amounts then owing by Customer to Provider, the Parties will execute all documents necessary to cause title to the System to pass to Customer as-is, where-is; provided, however, that Provider shall remove any encumbrances placed on the System by Provider at Customer’s expense. 10.5 Payment of Termination Value on Termination Date. In the event that the Termination Date has occurred for reasons other than pursuant to Sections 3.1.2., 10.6 or 12.1.1, Customer shall be required to pay to Provider the then-applicable Termination Value specified in Column A of Schedule D as liquidated damages. The Parties agree that actual damages to Provider in the event this Agreement terminates prior to the expiration of the Term for causes attributable to Customer would be difficult to ascertain, and the applicable Termination Value is a reasonable approximation of the damages suffered by Provider as a result of early termination of this Agreement. 10.6 Provider Termination. Provider shall have the right, in Provider’s sole and absolute discretion, to terminate this Agreement upon written notice if any of the following occurs: 10.6.1 at any time until construction of the System commences Provider determines in its sole discretion that it is unable to install the System at the Site; 21 10.6.2 if the occurrence of an unstayed order of a court or administrative agency has the effect of subjecting the sales of the Energy to federal or state regulation of the prices therefor and/or the delivery of the service; 10.6.3 the elimination or alteration of one or more Environmental Financial Incentives or other change in law that results in a material adverse economic impact on Provider; or 10.6.4 if the annual direct beam solar resource availability at the Site is less than or equal to 90% of historical averages as measured by long-term weather data (minimum of five (5) years) collected at the Site and/or other reliable calibrated and appropriate weather station representative of the Site. In the event of a Provider termination under this Section 10.6, Provider shall remove all of its tangible property comprising the System from the Site by a mutually convenient date but in no case later than one hundred eighty (180) days after the Termination Date. The cost to remove the System shall be borne by the Provider. The portion of the Site on which the System was installed shall be returned to its original condition, except for ordinary wear and tear, and Provider shall leave the portion of the Site on which the System was installed in neat and clean order. 11. Defaults. 11.1 Customer Default. The occurrence at any time of any of the following events shall constitute a “Customer Default”: 11.1.1 Failure to Pay. The failure of Customer to pay during the Term any amounts owing to Provider on or before the date on which such amounts are due and payable under the terms of this Agreement and Customer’s failure to cure such failure within fifteen (15) days after Customer receives written notice of each such failure from Provider; 11.1.2 Failure to Maintain Phone/Data Line. Unless due to a Force Majeure Event excused by Section 9, the failure of Customer to maintain and grant Provider access to the phone and other communications lines required to be maintained pursuant to Section 4.1.3 and Customer’s failure to cure such failure within twenty (20) business days after Customer receives written notice of such failure from Provider; provided that in any event if such failure shall continue for at least five (5) days after notice to Customer and shall result in lost revenue to Provider, Provider shall be entitled to reasonably estimate the amount of revenue that would have been obtained and shall invoice Customer therefor; 11.1.3 Failure to Perform Other Obligations. Unless due to (i) a Force Majeure Event excused by Section 9, or (ii) a breach of paragraph 2 of Section 2 (License), the failure of Customer to perform or cause to be performed any other material obligation required to be performed by Customer under this Agreement, or the failure of any representation, covenant, or warranty set forth herein to be true and correct as and when made; provided, however, that if such failure by its nature can be cured, then Customer shall have a period of thirty (30) business 22 days after receipt of written notice from Provider of such failure to Customer to cure the same and a Customer Default shall not be deemed to exist during such period; provided, further, that if Customer commences to cure such failure during such period and is diligently and in good faith attempting to effect such cure, said period shall be extended for one hundred twenty (120) additional days; 11.1.4 Bankruptcy, Etc. (a) Customer admits in writing its inability to pay its debts generally as they become due; (b) Customer files a petition or answer seeking reorganization or arrangement under the federal bankruptcy laws or any other applicable law or statute of the United States of America or any State, district or territory thereof; (c) Customer makes an assignment for the benefit of creditors; (d) Customer consents to the appointment of a receiver of the whole or any substantial part of its assets; (e) Customer has a petition in bankruptcy filed against it, and such petition is not dismissed within ninety (90) days after the filing thereof; (f) a court of competent jurisdiction enters an order, judgment, or decree appointing a receiver of the whole or any substantial part of Customer’s assets, and such order, judgment or decree is not vacated or set aside or stayed within ninety (90) days from the date of entry thereof; or (g) under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of the whole or any substantial part of Customer’s assets and such custody or control is not terminated or stayed within ninety (90) days from the date of assumption of such custody or control; or 11.1.5 Failure of Site Access. A breach by Customer of the License occurs and Customer fails to cure such breach within five (5) days after Customer receives written notice of such breach from Provider. 11.2 Provider Default. The occurrence at any time of the following event shall constitute a “Provider Default”: 11.2.1 Failure to Perform Obligations. Unless due to a Force Majeure Event excused by Section 9, the failure of Provider to perform or cause to be performed any obligation required to be performed by Provider under this Agreement or the failure of any representation and warranty set forth herein to be true and correct as and when made; provided, however, that if such failure by its nature can be cured, then Provider shall have a period of thirty (30) business days after receipt of written notice from Customer of such failure to Provider to cure the same and a Provider Default shall not be deemed to exist during such period; provided, further, that if Provider commences to cure such failure during such period and is diligently and in good faith attempting to effect such cure, said period shall be extended for one-hundred twenty (120) additional days; or 11.2.2 Bankruptcy, Etc. (a) Provider admits in writing its inability to pay its debts generally as they become due; (b) Provider files a petition or answer seeking reorganization or arrangement under the federal bankruptcy laws or any other applicable law or statute of the United States of America or any State, district or territory thereof; (c) Provider makes an assignment for the benefit of creditors; (d) Provider consents to the appointment of a receiver of the whole or any substantial part of its assets; (e) Provider has a petition in bankruptcy filed against it, and such petition is not dismissed within ninety (90) days after the filing thereof; (f) a 23 court of competent jurisdiction enters an order, judgment, or decree appointing a receiver of the whole or any substantial part of Provider’s assets, and such order, judgment or decree is not vacated or set aside or stayed within ninety (90) days from the date of entry thereof; or (g) under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of the whole or any substantial part of Provider’s assets and such custody or control is not terminated or stayed within ninety (90) days from the date of assumption of such custody or control. 12. Remedies Following Default. 12.1 Customer’s Remedies Upon Occurrence of a Provider Default. 12.1.1 Termination. If a Provider Default has occurred and is continuing, then Customer may terminate this Agreement by providing written notice to Provider thereof, and this Agreement shall terminate and be of no further force or effect as of the date of the notice according to Section 14.1. 12.1.2 Other Rights and Remedies. If any Provider Default described under Section 11.2 has occurred and Customer has terminated this Agreement as a result thereof in accordance with the terms of Section 12.1.1 above, then, subject to Section 12.3, Provider shall pay to Customer an amount not to exceed the then-present value (discounted at the prevailing prime rate of interest as published in The Wall Street Journal on the day preceding the date of determination) of (a) the cash flows equal to the product of (i) the positive difference, if any, of the price per kWh for commercially available, utility-provided energy in the applicable market(s) (which shall not include related charges such as delivery, service, distribution, or taxes) minus the kWh Rate of Energy hereunder (as such kWh Rate would have been escalated over time pursuant to the terms hereof) hereof, multiplied by (ii) the number of days remaining in the term of this Agreement had it not been terminated times the expected daily number of kWh of Energy to be delivered under this Agreement, calculated by dividing the Estimated Year 1 Production set forth in Schedule B, adjusted for as-built System, by 365. Provider’s payment to Customer of the amounts set forth in this Section 12.1.2 shall not in any way limit the other remedies at law or in equity that Customer may pursue as damages for Provider’s breach of this Agreement; provided, however, that such damages pursued by Customer are subject to the limitation provisions of Sections 12.3 and 12.5. 12.2 Provider’s Remedies Upon Customer Default. In addition to any other remedies available under this Agreement or at law, if a Customer Default has occurred and is continuing, then Provider may terminate this Agreement by providing written notice to Customer thereof, and this Agreement shall terminate and be of no further force or effect as of the date of the notice according to Section 14.1 and Provider shall have the right to (a) cause Customer to pay (and Customer shall have the obligation to pay to Provider) the applicable Termination Value set forth in Column A of Schedule D and (b) enter onto the Site and remove the System in accordance with the last sentence of Section 10.2.3. 24 12.3 No Consequential Damages. Nothing in this Agreement is intended to cause either Party to be, and neither Party shall be, liable to the other Party for any lost business, lost profits or revenues from others or other special or consequential damages, all claims for which are hereby irrevocably waived by Customer and Provider. Notwithstanding the foregoing, none of the payments for the Energy or any other amount specified as payable by Customer to Provider under the terms of this Agreement upon the termination of this Agreement shall be deemed consequential damages 12.4 Effect of Termination of Agreement. Upon the Termination Date or the Expiration Date, as applicable, any amounts then owing by a Party to the other Party shall become immediately due and payable and the then future obligations of Customer and Provider under this Agreement shall be terminated (other than the indemnity obligations set forth in Section 13). Such termination shall not relieve either Party from obligations accrued prior to the effective date of termination or expiration. 12.5 Limitation of Liability. THE TOTAL LIABILITY OF A PARTY TO THE OTHER PARTY FOR ALL CLAIMS OR SUITS OF ANY KIND, WHETHER BASED UPON THIS AGREEMENT, TORT (INCLUDING NEGLIGENCE BUT EXCLUDING THIRD PARTY TORT CLAIMS FOR PERSONAL INJURY OR PROPERTY DAMAGE ARISING FROM THE PERFORMANCE OF THIS AGREEMENT), WARRANTY, STTRICT LIABILITY OR OTHERWISE, FOR ANY LOSSES, DAMAGES, COSTS OR EXPENSES OF ANY KIND WHATSOEVER ARISING OUT OF, RESULTING FROM OR RELATED TO THE PERFORMANCE OR BREACH OF THIS AGREEMENT SHALL, UNDER NO CIRCUMSTANCES, EXCEED $1,661,816, PROVIDED THAT THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO (A) LIABILITY FOR FRAUD OR WILLFUL MISCONDUCT OF ANY PERSON; (B) LIABILITY UNDER THE INDEMNIFICATION PROVISIONS OF THIS AGREEMENT FOR CLAIMS OF THIRD PARTIES FOR PERSONAL INJURY OR PROPERTY DAMAGE ARISING FROM THIS AGREEMENT; OR (C) PAYMENT OF THE KWH RATE. THE LIMITATION OF LIABILITY PROVIDED FOR HEREIN SHALL NOT BE USED TO LIMIT OR REDUCE ANY AVAILABLE INSURANCE. 13. Indemnification. 13.1 Indemnification by Provider. Provider shall fully indemnify, save harmless and defend Customer from and against any and all costs, claims, and expenses incurred by Customer in connection with or arising from any claim by a third party for physical damage to or physical destruction of property, or death of or bodily injury to any Person, but only to the extent caused by (a) the negligence or willful misconduct of Provider or its agents or employees or others under Provider’s control in performing this Agreement, and 25 (b) a Provider Default under this Agreement; provided, however, that nothing in this Section 13.1 is intended to modify the limitation of Provider’s liability set forth in Section 12.3 above; provided further that to the extent Customer recovers such damages, losses and expenses under any insurance policy, Customer shall reimburse any payment made by Provider under this indemnity. 13.2 Indemnification by Customer. Without limiting the provisions of Section 8, Customer shall fully indemnify, save harmless and defend Provider or its assignees and successors from and against any and all costs, claims, and expenses incurred by Provider in connection with or arising from any claim by a third party for physical damage to or physical destruction of property, or death of or bodily injury to any Person, but only to the extent caused by (a) the negligence or willful misconduct of Customer or its agents or employees or others under Customer’s control at the Site or (b) a Customer Default hereunder; provided, however, that nothing in this Section 13.2 is intended to modify the limitation of Customer’s liability set forth in Section 12.3 above; provided further that to the extent Provider recovers such damages, losses and expenses under any insurance policy, Provider shall reimburse any payment made by Customer under this indemnity. 13.3 Notice of Claims. Any Party seeking indemnification hereunder (the “Indemnified Party”) shall deliver to the other Party (the “Indemnifying Party”) a 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 after the Indemnified Party receives notice that an action at law or a suit in equity has commenced; provided, however, that failure to deliver the Claim Notice as aforesaid shall not relieve the Indemnifying Party of its obligations under this Section 13, except to the extent that such Indemnifying Party has been prejudiced by such failure. 13.4 Defense of Action. If requested by an 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 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 Section 13 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 26 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. 13.5 Survival of Provisions. The provisions of this Section 13 shall survive the expiration or termination of this Agreement. 14. Miscellaneous Provisions. 14.1 Notices. All notices, communications and waivers under this Agreement shall be in writing and shall be (a) delivered in person or (b) mailed, postage prepaid, either by registered or certified mail, return receipt requested or (c) sent by reputable overnight express courier, addressed in each case to the addresses set forth below, or to any other address either of the parties to this Agreement shall designate in a written notice to the other Party: If to Provider: Solar Star Co Co 1, LLC c/o SunPower Corporation 1414 Harbour Way South, Suite 1901 Richmond, CA 94804 Attention: Julie Williamson, Project Administration Phone:510-540-0550 Fax:510-540-0552 If to Customer: Contra Costa County Public Works Dept. Capital Projects Management Division Attn: Energy Manager 40 Muir Road Martinez, CA 94553Phone: 925-313-2000 Fax: 925-313-2333 All notices sent pursuant to the terms of this Section 14.1 shall be deemed received (i) if personally delivered, then on the date of delivery, (ii) if sent by reputable overnight, express courier, then on the next business day immediately following the day sent, or (iii) if sent by registered or certified mail, then on the earlier of the third (3rd) business day following the day sent or when actually received. 27 14.2 Authority. 14.2.1 Provider Representations. Provider hereby represents and warrants that: (a) It is a Delaware limited liability company duly organized, validly existing and in good standing under the laws of the state of its formation and has all requisite limited liability company power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby; (b) The execution and delivery of this Agreement and the performance of its obligations hereunder have been duly authorized by all necessary limited liability company action; (c) This Agreement is a legal, valid and binding obligation of Provider enforceable against Provider in accordance with its terms, subject to the qualification, however, that the enforcement of the rights and remedies herein is subject to (i) bankruptcy and other similar laws of general application affecting rights and remedies of creditors and (ii) the application of general principles of equity (regardless of whether considered in a proceeding in equity or at law); (d) To the best knowledge of Provider, as of the date of execution hereof, no governmental approval (other than any governmental approvals that have been previously obtained or disclosed in writing to Customer) is required in connection with the due authorization, execution and delivery of this Agreement by Provider or the performance by Provider of its obligations hereunder which Provider has reason to believe that it will be unable to obtain in due course on or before the date required for Provider to perform such obligations; and (e) Neither the execution and delivery of this Agreement by Provider nor compliance by Provider with any of the terms and provisions hereof (i) conflicts with, breaches or contravenes the provisions of the articles of formation or operating agreement of Provider or any contractual obligation of Provider or (ii) results in a condition or event that constitutes (or that, upon notice or lapse of time or both, would constitute) an event of default under any material contractual obligation of Provider. 14.2.2 Customer Representations. Customer hereby represents and warrants that: 28 (a) It is a political subdivision of the State of California, validly existing and in good standing under the laws of the state of its formation and has all requisite power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby; (b) The execution and delivery of this Agreement and the performance of its obligations hereunder have been duly authorized by all necessary governmental action; (c) This Agreement is a legal, valid and binding obligation of Customer enforceable against Customer in accordance with its terms, subject to the qualification, however, that the enforcement of the rights and remedies herein is subject to (i) bankruptcy and other similar laws of general application affecting rights and remedies of creditors and (ii) the application of general principles of equity (regardless of whether considered in a proceeding in equity or at law); (d) No governmental approval (other than any governmental approvals which have been previously obtained or disclosed in writing to Provider) is required in connection with the due authorization, execution and delivery of this Agreement by Customer or the performance by Customer of its obligations hereunder which Customer has reason to believe that it will be unable to obtain in due course; (e) Neither the execution and delivery of this Agreement by Customer nor compliance by Customer with any of the terms and provisions of this Agreement results in a condition or event that constitutes (or that, upon notice or lapse of time or both, would constitute) an event of default under any contractual obligation of Customer; (f) Customer has not entered into any contracts or agreements with any other person regarding the provision of the services at the Site contemplated to be provided by Provider under this Agreement; and (g) None of the electricity to be generated by the Provider will be used to generate energy for the purpose of heating a swimming pool. 14.3 Assignment 14.3.1 Provider Assignment. 29 Provider may assign this Agreement upon written notice thereof to Customer, provided that any such assignment shall be to an assignee capable of performing Provider’s obligations hereunder. Provider may, without any consent of Customer, sell, transfer, assign or pledge (or grant security interests in) its rights, title and interest in this Agreement, and/or any monies due under this Agreement to a Financing Party, in connection with any financing for the ownership, acquisition, construction, operation or use of the System. 14.3.2 Customer Assignment. Customer shall not assign all or any part of this Agreement to any entity other than an affiliate of Customer without the prior written consent of the Provider, which shall not be unreasonably withheld. Customer may not assign this Agreement to any Person, including an affiliate, with a credit rating lower than that of Customer without providing matching credit support in the form of cash, letter(s) of credit, or other security reasonably acceptable to Provider. Any assignment by the Customer not permitted under this Section 14.3 shall be void ab initio. In the event that Customer decides to sell or otherwise transfer the Site or a portion thereof upon which the System is located, Customer may (i) with Provider’s prior written consent, which will not be unreasonably withheld or delayed, assign this Agreement to the Site purchaser who shall assume all of Customer’s obligations under this Agreement and Provider shall release Customer from any further liability associated with this Agreement, or (ii) terminate this Agreement by paying Provider the Termination Value applicable to the date of termination. Upon payment of the Termination Value, the Parties will execute all documents necessary to cause title to the System to pass to Customer as-is, where-is. The Customer does not have the present intention of making any transfer of the Site or that portion of the Site on which the System is located; provided, however, nothing herein shall prohibit Customer from making any transfer of the Site or any portion thereof on which System is located, subject to the provisions set forth above. 14.4 Successors and Assigns. The rights, powers and remedies of each Party shall inure to the benefit of such party and its successors and permitted assigns. 14.5 Entire Agreement. This Agreement (including all exhibits and schedules attached hereto) represent the entire agreement between the parties to this Agreement with respect to the subject matter hereof and thereof and supersede all prior and contemporaneous oral and prior written agreements. 30 14.6 Amendments to Agreement. This Agreement shall not be amended, modified or supplemented without the written agreement of Provider and Customer at the time of such amendment, modification or supplement. 14.7 Waivers; Approvals. No waiver of any provision of this Agreement shall be effective unless set forth in writing signed by the Party making such waiver, and any such waiver shall be effective only to the extent it is set forth in such writing. Failure by a Party to insist upon full and prompt performance of any provision of this Agreement, or to take action in the event of any breach of any such provisions or upon the occurrence of any Provider Default or Customer Default, as applicable, shall not constitute a waiver of any rights of such Party, and, subject to the notice requirements of this Agreement, such Party may at any time after such failure exercise all rights and remedies available under this Agreement with respect to such Provider Default or Customer Default. Receipt by a Party of any instrument or document shall not constitute or be deemed to be an approval of such instrument or document. Any approvals required under this Agreement must be in writing, signed by the Party whose approval is being sought. 14.8 Partial Invalidity. In the event that any provision of this Agreement is deemed to be invalid by reason of the operation of Applicable Law, Provider and Customer shall negotiate an equitable adjustment in the provisions of the same in order to effect, to the maximum extent permitted by law, the purpose of this Agreement (and in the event that Provider and Customer cannot agree then such provisions shall be severed from this Agreement) and the validity and enforceability of the remaining provisions, or portions or applications thereof, shall not be affected by such adjustment and shall remain in full force and effect. 14.9 Execution in Counterparts. This Agreement may be executed in counterparts, and all said counterparts when taken together shall constitute one and the same Agreement. 14.10 Governing Law; Jurisdiction; Forum. This Agreement shall be governed by and construed in accordance with the internal laws of the State of California. Customer irrevocably agrees that any action, suit or proceeding by or among Provider and Customer may be brought in whichever of the Superior Courts of the State of California, Alameda County, or the Federal Court for the Northern District of California, has subject matter jurisdiction over the dispute and waives any objection that Customer may now or hereafter have regarding the choice of forum whether on personal jurisdiction, venue, forum non conveniens or on any other ground. Customer irrevocably consents to the service 31 of process outside of the territorial jurisdiction of such courts by mailing copies thereof by registered or certified mail, postage prepaid, to Customer’s address set forth herein with the same effect as if Customer were a resident of the State of California and had been lawfully served in such state. Nothing in this Agreement shall affect the right to service of process in any other manner permitted by law. 14.11 Attorneys’ Fees. If any action shall be instituted between Customer and Provider in connection with this Agreement, the Party prevailing in such action shall be entitled to recover from the other Party all of its reasonable costs and expenses incurred in connection with such action by arbitration or other legal proceeding, including reasonable attorneys’ fees. 14.12 No Third Party Rights. This Agreement is only for the benefit of the parties to this Agreement, their successors and permitted assigns (including any lender or lessor of Provider) and Persons expressly benefited by the indemnity provisions of this Agreement. No other Person (including, without limitation, tenants of the Site) shall be entitled to rely on any matter set forth in, or shall have any rights on account of the performance or non-performance by any Party of its obligations under, this Agreement. 14.13 Treatment of Additional Amounts. The Parties hereto acknowledge and agree that Customer’s payment of the Termination Value constitute liquidated damages and not penalties. The Parties further acknowledge that in the case of the payment of the Termination Value: (a) the amount of loss or damages likely to be incurred is incapable or is difficult to precisely estimate, (b) the amounts specified hereunder bear a reasonable proportion and are not plainly or grossly disproportionate to the probable loss likely to be incurred by Customer or Provider as the case may be and (c) the Parties are sophisticated business parties and have been represented by legal counsel and negotiated this Agreement at arm’s length. 14.14 No Agency. This Agreement is not intended, and shall not be construed, to create any association, joint venture, agency relationship or partnership between the Parties or to impose any such obligation or liability upon either Party. Neither Party shall have any right, power or authority to enter into any agreement or undertaking for, or act as or be an agent or representative of, or otherwise bind, the other Party. 32 14.15 No Public Utility. Nothing contained in this Agreement shall be construed as an intent by Provider to dedicate its property to public use or subject itself to regulation as a “public utility” (as defined in the California Public Utilities Code or any other Applicable Law). 14.16 No Recourse to Affiliates. This Agreement is solely and exclusively between the Parties, and any obligations created herein on the part of either Party shall be the obligations solely of such Party. 14.17 Cooperation with Financing. Customer acknowledges that Provider may be financing the Solar Services and the System and Customer agrees that it shall reasonably cooperate with Provider and its financing parties in connection with such financing, including (a) the furnishing of information related to the System and this Agreement, and (b) the giving of a Financing Party acknowledgment in the form attached hereto as Exhibit B (each, a “Consent”); provided, that the foregoing undertaking shall not obligate Customer to materially change any rights or benefits, or materially increase any burdens, liabilities or obligations of Customer, under this Agreement except for providing notices and additional cure periods to a Financing Party with respect to events of default by Provider under this Agreement pursuant to the terms of the Consent. 14.18 Setoff. Except as otherwise set forth herein, each Party reserves to itself all rights, setoffs, counterclaims and other remedies and/or defenses to which it is or may be entitled, arising from or out of this Agreement. 14.19 Service Contract. The Parties intend this Agreement to be treated as a service contract within the meaning of Section 7701(e)(3) of the Code. 15. Confidential Information. 15.1 Each Party (the “Receiving Party”) shall not use for any purpose other than performing its obligations under this Agreement, or divulge, disclose, produce, publish, or permit access to, without the prior written consent of the other Party (the “Disclosing Party”), any Confidential Information of the Disclosing Party. As used herein, the term “Confidential Information” means information or materials prepared in connection with this Agreement, designs, drawings, specifications, techniques, models, data, documentation, source code, object code, diagrams, flow charts, research, development, processes, procedures, know-how, manufacturing, development or marketing techniques and materials, development or marketing timetables, strategies and development plans, customer, supplier or personnel names and other information related to customers, 33 suppliers or personnel, pricing policies and financial information, and other information of a similar nature, whether or not reduced to writing or other tangible form, and any other trade secrets. Confidential Information does not include (a) information known to the Receiving Party prior to obtaining the same from the Disclosing Party; (b) information in the public domain at the time of disclosure by the Receiving Party; or (c) information obtained by the Receiving Party from a third party who did not receive same, directly or indirectly, from the Disclosing Party. The Receiving Party shall use the higher of the standard of care that the Receiving Party uses to preserve its own Confidential Information or a reasonable standard of care to prevent unauthorized use or disclosure of such Confidential Information. Notwithstanding anything herein to the contrary, the Receiving Party has the right to disclose Confidential Information without the prior written consent of the Disclosing Party: (i) as required by any court or other Governmental Authority, or by any stock exchange on which the shares of any Party are listed, (ii) as otherwise required by law, (iii) as advisable or required in connection with any government or regulatory filings, including without limitation, filings with any regulating authorities covering the relevant financial markets, (iv) to its attorneys, accountants, financial advisors or other agents, in each case bound by confidentiality obligations, (v) to banks, investors and other financing sources and their advisors, in each case bound by confidentiality obligations; or (vi) in connection with an actual or prospective merger or acquisition or similar transaction where the party receiving the Confidential Information is bound by confidentiality obligations. If a Receiving Party believes that it will be compelled by the law or a court or other Governmental Authority to disclose Confidential Information of the Disclosing Party, it shall give the Disclosing Party prompt written notice, and in all cases not less than five (5) business days’ notice in advance of disclosure, so that the Disclosing Party may determine whether to take steps to oppose such disclosure. 16. Estoppel Certificate. Either Party hereto, without charge, at any time and from time to time, within twenty (20) 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 relevant person, firm or corporation specified by such requesting party: a) If true and correct, 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; b) 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 c) 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. 2 [THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK] [Signature Page to SPWR – Contra Costa County PPA] IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date set forth above. PROVIDER: SOLAR STAR CO CO 1, LLC By: SunPower AssetCo, LLC Its member By: Name: David McIlhenny Title: Vice President CUSTOMER: CONTRA COSTA COUNTY By: Name: Title: A-1 EXHIBIT A SYSTEM DESIGN AND CONSTRUCTION This Exhibit A sets forth the design, engineering and construction specifications for the System, as well as assumptions being made by the Provider regarding the existing condition at the Site, including but not limited to the building roof, building structure, ground conditions, electrical system including panels, inverter installation location, and security fencing. Capitalized terms used herein and not otherwise defined have the meaning given in the Agreement to which this exhibit is attached. 1. SYSTEM LOCATION AND DESCRIPTION: Descriptions of the site and system are located in Schedule A (Description of Site) and Schedule B (Description of System) of the Agreement. 2. PROJECT SCHEDULE: PORTFOLIO MILESTONES Tranche Contract Approval Date Commercial Operation Date 1000 Ward 1 6-18-2019 6/24/2020 30/40 Muir 1 6-18-2019 5/24/2020 597 Center 1 6-18-2019 6/13/2020 595 Center 2 6-18-2019 10/26/2020 50 Douglas 2 6-18-2019 9/22/2020 30 Douglas 2 6-18-2019 10/30/2020 2530 Arnold 3 6-18-2019 12/14/2020 4545 Delta Fair 3 6-18-2019 12/21/2020 4549 Delta Fair 3 6-18-2019 11/24/2020 1305 MacDonald 3 6-18-2019 12/21/2020 3. SCOPE OF WORK: System Design & Scope Design Documentation Provider shall provide comprehensive submittal packages for the 30% and 90% design sets as detailed below. Changes to 30% Customer approved drawings (scope lock) could result a change order. At a minimum, each submittal package shall include the elements required to convey in sufficient detail the following for each phase of the design: A-2 Submittal Requirement 30% Design Set 90% Design Set 1 Cover Sheet, with Content, Project Details, Directory, etc. X X 2 PV System Sizes & Production Estimates. X X 3 Overall Site Plan with PV Array Names, Conduit Routes, Tree/Light Removal, etc. X X 4 Electrical Site Plan Drawings & General Conduit Routing. X X 5 Electrical Single Line Diagrams. X X 6 Demolition Plans. X 7 Structural Drawings. X 8 Equipment Pad locations. X X 9 Mounting Details. X 10 Signage, Trenching, Installation, and Grounding Details. X 11 Monitoring System Details. X 13 Construction Schedule. Prelim Detailed 14 Manufacturer’s Cut Sheets with Equipment Specifications X 15 Civil Drawings (if applicable) X 16 Fire Access Plans X 17 Carport Lighting Plans X Production modeling of the PV system shall accurately simulate energy production for proposed system layouts, sizes, and orientation. Provider shall be responsible for updating the production models each time significant changes are made to the proposed system designs that will impact production. Solar Electrical Equipment and Conductors Conductors will be aluminum or copper according to Electrical Engineer of Record’s determination. AC feeder length from panel boards to equipment pad location and from equipment pad location to electrical tie-in is identified on the array layout drawings. AC feeder lengths from electrical equipment pad location to assumed point of interconnection, and length assumptions with equipment amperage ratings are shown on the single line drawing. Transformers are 480V:12kV, non-Dry-type by manufacturer of Provider’s choosing. Secondary containment is not included in the scope of the project. Battery Energy Storage System Requirements For sites with storage to be installed: A-3 • 13.5’ by 11’ minimum required area per storage unit. Area required includes storage unit, concrete pad, and clearance zone in front of units. • Storage unit must be located in an area free of combustible materials (nearby foliage and trees would need to be removed). • Storage unit must be separated from public foot traffic with a fence and must be separated from vehicle traffic with bollards. • Crane rental required to land up to 24,500 lb units. Location of units must accommodate both crane and semi-trailer truck access. • PVS5 DAS, Auxiliary Box, Energy Storage System, and all Accuvim meters (Site meter, PV output meter, and Storage meter) must all be located such that hardlined communication lines can connect these devices to the same Local Area Network. CAT5e/6 cable is preferred means of connection between all devices, which has a 330’ distance limit. Runs longer than 330’ will require additional equipment to accommodate. Utility Interconnection Coordination of shutdown may be required with Customer and local utility. Temporary power generators are excluded. Interconnection is scheduled for a minimum of 4 hours and is assumed to be performed during off-hours with prior written approval from Customer. Additional shutdowns will be required in order to assess physical condition of Customer’s switchgear. The utility will have 24/7 access to existing electric utility meters and the utility lockable disconnect locations for all electrical interconnections related to this project. Utility Requirements A cost of $172,012.58 is included for utility required electrical upgrades for the System at 30 Douglas Dr., Martinez, CA, as reflected in Pacific Gas & Electric’s Supplemental Review, Notification # 114209530; additional utility-required electrical equipment upgrades or replacements are not included. Any costs and / or schedule delays associated with unforeseen utility interconnection requirements, including but not limited to utility-owned equipment upgrades or additions, relay protection equipment external to the inverters, system impact studies, or telemetry requirements and interconnection studies are not included in this proposal. Facility Equipment Utility required circuit breaker coordination studies are not assumed for this project. A short-circuit coordination study is not included for this project. A-4 Solar system includes all standard interconnection related equipment on the Customer side of the meter, including panel circuit breakers, utility and/or visible utility lockable disconnect switches, solar metering, conduit, and wiring. Additional Customer-side protection required by the utilities above that provided by the certified inverters is not included. If harmonic data of the site is not available, Provider shall assume that the Harmonic data are within the acceptable limits of the Institute for Electrical and Electronics Engineers (IEEE) Standard 519. Soils and Structural Foundations Foundation assumptions are as follows for system options: • Drilled cast-in-place, 30” round caisson, 12’ Deep, approximately 2.5’ above grade, depending on existing topography. • Requirements for dewatering, sub grade rock removal, or other unforeseen conditions are not included. Canopy Structure Design Carport Canopies are at 10 degree tilt with 11 ft clear height. Roof Conditions Provider assumes no upgrading of the building structures or canopies will be required to support the added live and dead loads from the photovoltaic installation and rooftop equipment, or to resist added lateral or seismic loads. Modifications to the roof system and design and construction of supports, upgrades to the building structure or platforms are not included. Anchor and ballast counts are based on the wind load gradient method developed by Cermak Peterka Petersen, Inc, (CPP ) and SunPower, based on the CPP wind tunnel testing results presented in CPP’s report “CPP7979_SunPowerEWSystem_REP_SOL_R08” dated May 17th, 2018. Increased anchor and ballast counts resulting from other design methods will be the responsibility of the client. Site Name Anchor Count 30 Muir 71 595 center 27 50 Douglas 90 1000 Ward 170 597 Center 33 A-5 Provider is not responsible for normal wear and tear associated with the installation of the solar system. Provider reserves the right to inspect the roof to verify its condition. In addition, Provider may offer recommendations to the Customer on modifications to the roof system to improve its serviceability. Customer is responsible for any and all modifications to the roof system. Modifications of roof systems fall into four categories: • Modifications to improve roof condition / serviceability / useful life. • Modifications required by roofing manufacturer prior to installation of PV system on their roof system. (e.g. slip sheets, strapping, etc.) • Modifications required by Provider to make the roof a suitable substrate for the installation of PV. (e.g. air seals, batten bars, etc.) • 3rd party engineering and insurance company requirements. • Proposal assumes Customer-provided information accurately represents the existing site and roof conditions. This includes but is not limited to as-built drawings, roof reports, structural drawings, roof maintenance history, and roof warranty information. Failure to provide as-built drawings and structural drawings will cause schedule delay and added expense for acquisition of documentation through local authority having jurisdiction (“AHJ”). Provider is not responsible for additional costs or schedule delays. Drainage Special drainage requirements and/or drainage design and interconnection to Customer’s existing storm drain system or any other storm drain discharge system are not included. Carport designs do not include structural roof deck for storm water collection or protection. Permits Permit Provider Permit Customer Permit Cost Allocation Allotted Time following Application Building X Fire X Electrical X Conditional Use Permit NA Environmental Control NA Storm Water NA Soil Erosion and Sediment Control NA Environmental Impact Report (CEQA) NA Army Corps of Engineers NA Wetlands NA Water Quality NA Archeological NA A-6 Endangered Species NA Water Rights NA Mineral Rights NA Redevelopment Agency NA FAA Approvals NA Permit Allowance Schedule Site Allowance for Permit 1000 Ward St $3,000 30 Douglas Dr $10,000 50 Douglas Dr $5,000 30/40 Muir Dr $5,000 597 Center Ave $2,500 595 Center Ave $7,000 2530 Arnold Dr $6,000 4545 Delta Fair Blvd $5,000 4549 Delta Fair Blvd $2,500 1305 Macdonald $3,000 All other permits/approvals are excluded. Provider includes durations of 50 days for procuring permit and regulatory approvals (per project ). Provider will not be responsible for construction delays caused by permit and approval requirements from local jurisdictions or regulatory review bodies. Any delays in procuring permits will result in a day-for-day construction schedule extension. Shading The design is based on existing visual conditions on site. Removal of trees or other obstructions to install the solar arrays and system components is included as reflected in the Tier 1 array layouts. Trees and/or other obstructions identified for removal or trimming by Customer must be removed or trimmed prior to substantial completion or performance expectations/guarantees will require adjustment which will be handled as a change to the contract. At Substantial Completion an as-built shade study and performance simulation will be completed to ensure accuracy of initial shading assumptions. A-7 Painting Galvanization of canopy columns and primary beams only is included. All other metallic materials are either factory-finished or non-corrosive. Paiting of wall-mounted conduits is not included. Landscaping Site landscaping (e.g. plant restoration or long term weed abatement) is not included. Irrigation repair and reconfiguration caused by foundation or underground construction is not included. Fencing A 6-0’ galvanized, 9 gauge, 2” mesh fencing and chain link fence-with gate around perimeter electrical equipment pad locations is included. Special provisions for privacy slats, special hardware, lock sets, small fabric, etc. are not included. 4” bollards are included only in areas subject to vehicle impact. Additional bollards required by utility or other entities are excluded. Labor Project Labor Agreement Provider shall cause its project contractor to to enter into Customer’s project labor agreement among Customer, the project contractor, and all subcontrators thereof working on the project (the “PLA”). Overtime and special shift requirements Overtime and special shift requirements are not included, based on schedule submitted with this proposal, except for the interconnection work if shutdown is required. Project hours are based on Monday through Friday 7am – 5pm. Prevailing Wages Provider shall pay prevailing wages for the project per the PLA and industrial relations requirements of project location. Diversity Requirements Provider shall comply with Contra Costa County’s Construction Outreach Program. Indirect Construction Costs Taxes and fees A-8 Taxes or fees, other than permit fees and sales tax, are not included. Bonds Prior to the Effective Date of the Agreement to which this Exhibit A is attached, Provider shall deliver to Customer for approval good and sufficient bonds with sureties, in amounts specified in Section 12.5 (Limitation of Liability) of the Agreement guaranteeing its faithful performance of the Agreement and its payment for all labor and materials thereunder. Site & Construction Conditions Access Design assumes each project site will be constructed in a single phase, set up of construction fencing at beginning of mobilization and removed when construction is completed. Extra time and labor for moving fences to “phase” construction in efforts to minimize parking impacts will have impacts in cost and schedule and will be calculated as a change order. Customer will provide Site access to Provider to perform all work pursuant to the License granted in the Agreement. Provider will perform all work during regular business hours according to the PLA. Extra time or personnel constraints due to site security beyond daily signing in by workers on a sign in sheet i.e. badging, background checks, tool inventory checks, etc.—is not included. Provider will be provided a sufficient area for staging materials and locating temporary facilities such as cranes, fork lifts, scaffolding, stairtowers, construction trailers, portable toilets and dumpsters. Existing roads will be capable of handling all required construction equipment such as drilling rigs, concrete trucks, delivery trucks, cranes, and all other equipment necessary to complete the work. Provider will not be responsible for any damage to existing roads, parking lots or playgrounds resulting from normal construction operations and activities. Use of Facilities On-site water and power will be available for construction with no restrictions and at no charge to Provider. If a Customer initiated power shut down has duration over 4 hours and effects normal construction operations, Provider can rent and install a temporary generator and submit associated costs to Customer for reimbursement. Water quality shall be sufficient for use in dust control, as necessary, and be suitable for Provider’s standard concrete mix design. Special handling of site materials Testing for removal and disposal of any existing hazardous waste materials, contaminated soils, or any other unforeseen site conditions that require special handling are not included. Site utilities and hazards A-9 Changes resulting from utilities, right of ways, easements, and/or hazards—underground or above ground—or any undocumented building upgrades are not included. Documented utilities and building upgrades are considered as part of this proposal if as- builts are provided to Provider prior to contract execution in order to confirm locations of these possible hazards. Customers shall supply Provider with a current Title Report with plotted easements, encumbrances, and rights-of-way at all project site locations. Security and Lighting Proposal assumes all parking lot light standards in direct conflict with installation of photovoltaic parking canopies will be removed by Provider. Proposal also assumes that the existing lighting circuits, for those removed parking lot light standards, can be re-used for photovoltaic parking canopies lighting system and that those existing circuits have ample current carrying capacity to provide required lighting at parking canopies, per jurisdictional code requirements. PV canopies located in areas where no exsisting lights are present will not include lighting unless the Customer requests this for an additional cost. Temporary lighting during construction is excluded. New lighting circuit installation is excluded from this proposal as well as any required timing circuit reconfiguration, lighting controllers, relays, or new panel boards. Lighting design and/or installation beyond the footprint of the photovoltaic parking canopies is not included in this proposal. Replacement of existing light standards is not included. Proposal includes LED fixtures for lighting under structures. Additional security systems or infrastructure are not included in this proposal Special Conditions Proposal assumes modifications and/or reconfiguration of the existing parking lots will not be required to accommodate installation of Provider’s photovoltaic parking canopy. Assumes existing islands in parking lot to remain at area of new carport structure. Proposal excludes any re-striping of the parking lot/hard-court areas, unless specifically related to the construction of the photovoltaic parking canopies, or specifically described in the RFP. While special care will be taken to locate existing underground utilities (underground survey) and locate carport structures with minimum conflicts, relocation of existing underground utilities due to carport foundations is not included. Proposal excludes requirements for accessibility upgrades and accessibility design around the photovoltaic parking canopy structures and assumes that current parking lot layout has been reviewed and approved by AHJ and built and closed at the AHJ. If the architect of record recommends addition of new accessible parking stalls under the solar canopies, grade change to meet code, changed path of travel and/or new canopies over existing accessible stalls, design and construction costs will be addressed via Change Order. A-10 Proposal excludes design or installation of any required additional fire hydrants or fire protection apparatuses as required by local first responders or Fire, Life/Safety professionals responsible for review and approval of the design for this project. Architectural enhancements to the photovoltaic parking canopy structures or ground and roof arrays and mounting systems are not included. At the detention center located at 1000 Ward in Martinez, the project estimate is based on utilizing exsisting conduit and equipment from the previous pv installation. The ability utilize existing conduit will be verified during the design phase. Testing and Inspections Provider assumes all Special Inspections/Testing shall be paid for and contracted by the Customer. Weather conditions Provider assumes standard weather patterns and site conditions for planning the project schedule. Instances of excessive climate, weather (greater than the most adverse conditions in the last 3 years) or natural disasters may result in delays and/or unplanned costs (i.e. additional labor, shipping, storage, and logistics costs) which will be the responsibility of the Customer. Commissioning, Monitoring, Operations & Maintenance Commissioning Proposal assumes commissioning requirements for this project is only for the Photovoltaic and energy storage systems. Proposal does not include other building system commissioning costs not related to our work (i.e. HVAC, Plumbing, Fire Alarm, etc.). EXHIBIT B FORM OF FINANCING PARTY ACKNOWLEDGMENT [This Form of Consent contemplates a Sale-Leaseback of the System between the Provider and Provider’s Lender and Provider’s eventual lender may request changes] This CONSENT AND AGREEMENT (this “Consent”) dated as of [], 201 is entered into among (i) Contra Costa County, a political subdivision of the State of California (the “Customer”), (ii) Solar Star Co Co 1, LLC, a limited liability company duly organized and existing under the laws of the State of Delaware (the “Provider”), and (iii) [],a [] duly organized and existing under the laws of the State of [] (together, with its successors in such capacity, the “System Lessor”). WHEREAS, the Provider intends to develop, install, own, operate and maintain a [________] MW [ground-mounted/rooftop] photovoltaic solar electric generating facility to be located in [________] (the “Project”); WHEREAS, the Provider and the Customer entered into that certain Power Purchase & Storage Services Agreement, dated as of [], 2019 (as amended, amended and restated, modified or supplemented from time to time, the “Assigned Agreement”);1 WHEREAS, the Project will be sold by the Provider to the System Lessor pursuant to that certain Participation Agreement (as amended, the “Participation Agreement”) dated as of the date hereof, among the Provider, the System Lessor, [], not in its individual capacity but as owner trustee, and [] (“Owner Participant”); WHEREAS, the System Lessor will lease the Project back to the Provider pursuant to that certain Lease Agreement, a related Project Schedule and a Certificate of Acceptance (as amended, the “Lease Agreement”) dated as of the date hereof, between the System Lessor and the Provider; WHEREAS, the Provider will grant the System Lessor a first priority security interest in and to all of the Provider’s assets, including the Assigned Agreement, pursuant to a security agreement in form and substance acceptable to the System Lessor (as amended, amended and restated, modified or supplemented from time to time, the “Security Agreement”); and WHEREAS, it is a condition precedent to the Owner Participant’s obligation to make its investment in the System Lessor and for the System Lessor to acquire the Project under the Participation Agreement and lease the Project to the Provider under the Lease Agreement that the Customer execute and deliver this Consent. NOW, THEREFORE, as an inducement to the Owner Participant to make its investment in the System Lessor and for the System Lessor to acquire the Project under the Participation Agreement and lease the Project to the Provider under the Lease Agreement, and in consideration 1 NTD: Can be expanded to include any additional agreements to which the Customer is a party. of good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, the parties hereto hereby agree as follows: 1. CONSENT TO ASSIGNMENT, ETC. (a) Consent to Assignment. The Customer (i) acknowledges that the Provider and the System Lessor have entered into the Participation Agreement and the Owner Participant’s obligation to make its investment in the System Lessor and for the System Lessor to acquire the Project under the Participation Agreement and lease the Project to the Provider under the Lease Agreement will be made in reliance upon the execution and delivery by the Customer of the Assigned Agreement and this Consent, (ii) consents in all respects to the pledge and assignment to the System Lessor of all of the Provider’s right, title and interest in, to and under the Assigned Agreement pursuant to the Security Agreement, and (iii) acknowledges the right, but not the obligation, of the System Lessor or the System Lessor’s designee, in the exercise of the System Lessor’s rights and remedies under the Lease Agreement, the Security Agreement, and related documents to make all demands, give all notices, take all actions and exercise all rights of the Provider in accordance with the Assigned Agreement, and agrees that in such event the Customer shall continue to perform its obligations under the Assigned Agreement; provided that in the event, with respect to the Assigned Agreement, there exists a conflict between any notice given or action taken by the System Lessor and any notice given or action taken by the Provider, such conflict shall be resolved in favor of the notice given or the action taken by the System Lessor. (b) Substitute Owner. The Customer agrees that, if the System Lessor notifies the Customer that an event of default under the Lease Agreement has occurred and is continuing and that the System Lessor has exercised its rights (i) to have itself or its designee substituted for the Provider under the Assigned Agreement, (ii) to acquire or have its designee or assignee acquire the Provider, or (iii) to sell, assign, transfer or otherwise dispose of the Assigned Agreement to a third party, including in a judicial or non-judicial foreclosure sale, then the System Lessor, the System Lessor’s designee or such third party (each, a “Substitute Owner”) shall be substituted for the Provider under the Assigned Agreement and, in such event, the Customer will (x) recognize the Substitute Owner as its counterparty to the Assigned Agreement, (y) take any actions and execute any documents, agreements or instruments reasonably necessary to effect such substitution, and (z) continue to perform its obligations under the Assigned Agreement in favor of the Substitute Owner pursuant to the terms hereof and thereof. (c) Right to Cure. (i) Notwithstanding anything to the contrary contained in the Assigned Agreement, the Customer shall not exercise any right it may have under the Assigned Agreement, at law or in equity, to cancel, suspend or terminate the Assigned Agreement or any of its obligations under the Assigned Agreement, as the result of any default or other action or omission of the Provider in the performance of any of its obligations under the Assigned Agreement, or upon the occurrence or non-occurrence of any event or condition under the Assigned Agreement that would immediately or with the passage of any applicable grace period or the giving of notice, or both, enable the Customer to terminate or suspend its obligations or exercise any other right or remedy under the Assigned Agreement or under applicable law (hereinafter an “Assigned Agreement Default”), until it first gives prompt written notice of such Assigned Agreement Default to the System Lessor and the Owner Participant and affords the System Lessor and the System Lessor’s respective successor, assignee and/or designee a period of at least ninety (90) days (or, if such default is a payment default, forty-five (45) days) to cure such default, commencing from the later to occur of (x) the System Lessor’s and the Owner Participant’s receipt of such notice, and (y) the expiration of any notice periods or cure periods provided for in the Assigned Agreement; provided, however, that if (1) an event of default under the Lease Agreement has occurred and is continuing, the System Lessor has exercised its rights to foreclose on the Project as a result thereof and possession of the Project is necessary to cure any such non-monetary default, then, so long as the System Lessor or the System Lessor’s respective successor, assignee and/or designee is diligently pursuing such foreclosure proceedings, the time periods specified in this Section 1(c) for curing an Assigned Agreement Default shall be extended for the time taken to complete foreclosure proceedings, and (2) any such party is prohibited from curing any such Assigned Agreement Default by any process, stay or injunction issued by any governmental authority or pursuant to any bankruptcy or insolvency proceeding involving the Provider, then the time periods specified in this Section 1(c) for curing an Assigned Agreement Default shall be extended for the period of such prohibition. (ii) No such cancellation, suspension or termination of the Assigned Agreement by the Customer shall be binding upon the System Lessor without the notice and extended cure period specified in this Section 1(c). Any dispute that may arise under the Assigned Agreement notwithstanding, the Customer shall continue performance under the Assigned Agreement and resolve any dispute without discontinuing such performance until the lapse of the notice and extended cure period specified in this Section 1(c). (d) No Termination, Assignment or Material Amendments. The Customer shall not enter into any consensual cancellation or termination of the Assigned Agreement (except with respect to termination in the event of a default by the Provider, subject to the limitations and extended cure periods provided for in Section 1(c)), or assign, novate or otherwise transfer any of its right, title or interest thereunder or consent to any such assignment or transfer by the Provider without, in each such case, the written consent of the System Lessor. The Customer shall not enter into or agree to any amendment, supplement, assignment or other modification to, or benefit from any waiver under, the Assigned Agreement without the prior written consent of the System Lessor. (e) Replacement Agreement. In the event that the Assigned Agreement is rejected or otherwise terminated as a result of any bankruptcy or insolvency proceeding affecting the Provider, the Customer shall, at the option of the System Lessor or the System Lessor’s respective successor, assignee and/or designee, enter into a new agreement with the System Lessor or any Substitute Owner (or its transferee or other nominee that owns or leases the Project) having terms substantially the same as the terms of the Assigned Agreement. Thereafter, references in this Consent to the “Assigned Agreement” shall be deemed to refer to such new agreement. (f) No Liability. The Customer acknowledges and agrees that none of the System Lessor, or the System Lessor’s respective successor, assignee and/or designee or the Owner Participant shall have any liability or obligation under the Assigned Agreement as a result of this Consent, the Security Agreement, the Lease Agreement or otherwise, nor shall the System Lessor or the System Lessor’s respective successor, assignee and/or designee be obligated or required to (i) perform any of the Provider’s obligations under the Assigned Agreement, except, in the case of the System Lessor or the System Lessor’s respective successor, assignee and/or designee, during any period in which the System Lessor or the System Lessor’s respective successor, assignee and/or designee is a Substitute Owner pursuant to Section 1(b), in which case the System Lessor or other Substitute Owner shall not be liable for acts or omissions of the Provider and the obligations of such Substitute Owner shall otherwise be no more than those of the Provider under the Assigned Agreement, or (ii) take any action to collect or enforce any claim for payment assigned under the Security Agreement or any related document. (g) Delivery of Notices. The Customer shall deliver to the System Lessor and the Owner Participant, concurrently with the delivery thereof to the Provider, a copy of each notice, request or demand given by the Customer pursuant to the Assigned Agreement. (h) Acknowledgements. The Customer agrees to execute such acknowledgements or other similar instruments as the System Lessor may reasonably request in connection with the transactions contemplated by this Consent. 2. PAYMENTS UNDER THE ASSIGNED AGREEMENT (a) Payments. The Customer will pay all amounts payable by it under the Assigned Agreement, if any, in lawful money of the United States of America, in immediately available funds and in the manner required by, and subject to the terms and conditions of, the Assigned Agreement, directly into the account specified on Exhibit A hereto, or to such other person or account as may be specified from time to time by the System Lessor to the Customer in writing. (b) No Offset, etc. All payments required to be made by the Customer under the Assigned Agreement shall be made without any offset, recoupment, abatement, withholding, reduction or defense whatsoever. 3. REPRESENTATIONS AND WARRANTIES OF THE CUSTOMER The Customer makes the following representations and warranties to the System Lessor, the Provider and the Owner Participant as of the date hereof, which shall survive the execution and delivery of this Consent and the Assigned Agreement and the consummation of the transactions contemplated hereby and thereby: (a) Organization; Power and Authority. The Customer is a political subdivision of the State of California, and is duly qualified, authorized to do business and in good standing in all jurisdictions where it is required to be so qualified and authorized to do business, and has all requisite power and authority to enter into and to perform its obligations under this Consent and the Assigned Agreement, and to carry out the terms hereof and thereof and the transactions contemplated hereby and thereby. (b) Authorization. The execution, delivery and performance by the Customer of this Consent and the Assigned Agreement have been duly authorized by all necessary action on the part of the Customer and do not require any approval or consent of any holder (or any trustee for any holder) of any indebtedness or other obligation of (i) the Customer, or (ii) any other person or entity, except approvals or consents which have previously been obtained. (c) Execution and Delivery; Binding Agreements. Each of this Consent and the Assigned Agreement is in full force and effect, has been duly executed and delivered on behalf of the Customer and constitutes the legal, valid and binding obligation of the Customer, enforceable against the Customer in accordance with its terms except as the enforceability hereof or thereof may be limited by (i) bankruptcy, insolvency, reorganization, or other similar laws affecting the enforcement of creditors’ rights generally, and (ii) general equitable principles (whether considered in a proceeding in equity or at law). (d) Litigation. There is no legislation, litigation, action, suit, proceeding or investigation pending or (to the best of the Customer’s knowledge after due inquiry) threatened against the Customer before or by any court, administrative agency, arbitrator or governmental authority, body or agency which, if adversely determined, individually or in the aggregate, (i) could adversely affect the performance by the Customer of its obligations under this Consent or the Assigned Agreement, or that could modify or otherwise adversely affect the Approvals (as defined in Section 3(f)), (ii) questions the validity, binding effect or enforceability of this Consent or the Assigned Agreement, any action taken or to be taken pursuant hereto or thereto or any of the transactions contemplated hereby or thereby, or (iii) could have a material adverse effect upon (x) the value, validity, perfection or enforceability of the liens granted to the System Lessor under the Security Agreement and other security documents, or (y) the ability of the System Lessor to enforce any of its rights and remedies under the Assigned Agreement or this Consent. (e) No Conflict. The execution and delivery of this Consent and the Assigned Agreement and the performance by the Customer under this Consent and the Assigned Agreement will not violate, result in a breach of, default under or conflict with (i) any law, rule, regulation, order, permit or decree applicable to the Customer, (ii) its organizational documents, or (iii) the terms of any other agreement binding on the Customer. (f) Government Consent. No consent, order, authorization, waiver, approval or any other action, or registration, declaration or filing with, any person, board or body, public or private (collectively, the “Approvals”), is required to be obtained by the Customer in connection with the execution, delivery or performance of this Consent, the Assigned Agreement or the consummation of the transactions contemplated hereunder and thereunder, except any Approvals which have previously been obtained. (g) No Default or Amendment. Neither the Customer nor, to the Customer’s knowledge after due inquiry, the Provider or any other party to the Assigned Agreement is in default of any of its obligations thereunder (or has claimed force majeure, emergency, or any other excuse for performance thereunder which is still ongoing as of the date hereof). The Customer has no existing counterclaims, offsets, defenses, or claims for change orders against the Provider under the Assigned Agreement. To the Customer’s knowledge, no event or condition exists that would either immediately or with the passage of any applicable grace period or giving of notice, or both, enable either the Customer or the Provider to terminate or suspend its obligations (or the performance of such obligations) under the Assigned Agreement. The Assigned Agreement has not been amended, modified or supplemented in any manner other than as indicated above. (h) No Previous Assignments. The Customer has no notice of, and has not consented to, any previous assignment of all or any part of its right, title or interest in, to or under the Assigned Agreement. (i) [Purchase Option. The Customer has not taken any official action requiring or authorizing the exercise of any purchase option available to it under the Assigned Agreement, has not decided whether or not it will exercise any such purchase option, and is under no legal or economic compulsion to exercise any such purchase option; provided, however, nothing herein shall prohibit the Customer from exercising any purchase option under the Assigned Agreement when it becomes exercisable in accordance with its term and such exercise shall not be deemed to be a breach of this representation and warranty.] (j) Liens; Mortgages. The Customer has no knowledge of any existing lease, mortgage, security interest or other interest in or lien upon the [Premises], which could attach to the Project as an interest adverse to the System Lessor’s interest therein. Representations and Warranties. All representations, warranties and other statements made by the Customer in the Assigned Agreement were true and correct in all material respects as of the date when made and, except for those that by their terms speak as of a specific date, are true and correct in all material respects as of the date hereof. 4. ADDITIONAL PROVISIONS 2 (a) [Commercial Operation Date. The Commercial Operation Date is _____________. (b) Use of Electricity. None of the electricity to be sold under the Assigned Agreement will be used to generate energy for the purpose of heating a swimming pool. (c) Project. The Customer has approved the Project as installed at the [Premises]. (d) Access Rights. The System Lessor and the System Lessor’s respective successors, assignees and/or designees shall have the same rights as the Provider to access the Project in order to install, operate, maintain and remove the Project as the right accorded to the System Lessor under the Lease Agreement and the Security Agreement. (e) Notice of Ownership. The Customer will use commercially reasonable efforts to place its successors, assigns and lien holders on notice of the ownership of the Project by the Provider or the System Lessor, the existence of the security interest, and the fact that the Project is not part of the [Premises] or a fixture thereof, as necessary and appropriate to avoid confusion or adverse claims. (f) Amendments. The Customer acknowledges that, under the Provider’s financing arrangements, the Provider is not permitted to agree to an amendment or assignment of the Assigned Agreement without prior written consent of the System Lessor.] 2 NTD: Additional provisions to be added to address specific matters contained in the PPA. 5. MISCELLANEOUS (a) Applicable Law; [Submission to Jurisdiction]. THIS CONSENT, AND ANY INSTRUMENT OR AGREEMENT REQUIRED HEREUNDER (TO THE EXTENT NOT EXPRESSLY PROVIDED FOR THEREIN), SHALL BE GOVERNED BY, AND CONSTRUED UNDER, THE LAWS OF THE STATE OF CALIFORNIA, APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN SUCH STATE AND WITHOUT REFERENCE TO CONFLICTS OF LAWS. (b) [Reserved.] (c) Notices. All notices and other communications hereunder (i) shall be in writing, (ii) shall be effective upon actual receipt thereof by the party or parties to whom such notice is addressed, except that any communication or notice so transmitted by telecopy or electronic mail shall be deemed to have been validly and effectively given on the day (if a business day and, if not, on the next following business day) on which it is transmitted if transmitted during normal business hours of the recipient, and if transmitted after that time, on the next following business day, in each case as evidenced by transmittal confirmation received by the transmitter, (iii) shall be delivered by hand or overnight courier service or mailed by certified or registered mail, sent by facsimile or via electronic mail, and (iv) shall be directed as follows: If to the Customer: [________] [________] [________] Attention: [________] Telephone: [________] Facsimile: [________] Email: [________] If to the Provider: [●] If to the System Lessor: [●] The above parties may, by notice given hereunder, designate any further or different addresses to which subsequent notices or other communications shall be sent. (d) Amendment, Waiver. Neither this Consent nor any of the terms hereof may be terminated, amended, supplemented, waived or modified except by an instrument in writing signed by the Customer, the Provider and the System Lessor. (e) Third Party Beneficiary. The Owner Participant shall be an express third-party beneficiary of this Consent. The Owner Participant shall be entitled to enforce the rights of the System Lessor hereunder. (f) No Waiver; Remedies Cumulative. The waiver of any right, breach or default under this Consent by any party must be made specifically and in writing. No failure or delay on the part of the System Lessor in exercising any right, power or privilege hereunder and no course of dealing between the Customer and the System Lessor shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other exercise, or the further exercise, of any other right, power or privilege hereunder. No notice to or demand upon any party will entitle such party to any further, subsequent or other notice or demand in similar or any other circumstances. The rights and remedies herein expressly provided are cumulative and not exclusive of any rights or remedies that the System Lessor would otherwise have. (g) Counterparts. This Consent may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered, including by e-mail or other electronic transmission, shall be deemed an original, but all of which shall together constitute one and the same instrument. (h) Headings Descriptive. The headings of the several sections and subsections of this Consent are inserted for convenience only and shall not in any way affect the meaning or construction of any provision of this Consent. (i) Severability. In case any provision in or obligation under this Consent shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. (j) Successors and Assigns. This Consent shall be binding upon the parties hereto and their permitted successors and assigns and shall inure to the benefit of the parties, their designees and their respective permitted successors and assigns; provided, however, that no party or its respective successor or assign shall assign any of its interest in this Consent except in connection with an assignment of its interests in the Assigned Agreement and then only to the same person(s) or entity(ies) to which its interest in the Assigned Agreement is so assigned. (k) Survival. All agreements, statements, representations and warranties made by the Customer herein shall be considered to have been relied upon by the System Lessor and the Owner Participant and shall survive the execution and delivery of this Consent. (l) Conflicts. In the event of a conflict between any provision of this Consent and any provision of the Assigned Agreement, the provisions of this Consent shall prevail. (m) Further Assurances. Each party hereto hereby agrees to execute and deliver all such instruments and take all such action as may be necessary to effectuate fully the purposes of this Consent. [SIGNATURE PAGES FOLLOW] Signature Page to Consent IN WITNESS WHEREOF, the parties hereto have caused this Consent to be executed by their respective officers as of the date first above written. [________] as the Customer By: ____________________________________ Name: Title: [________] as the Provider By: ____________________________________ Name: Title: [●], as the System Lessor By: ____________________________________ Name: Title: Signature Page to Consent Exhibit A to Consent Payment Instructions Accounts Bank ABA Number [________]3 Account Number [________] Account Name [________]] Reference [________] 3 Account information to be confirmed and included. Appendix A to Guarantee EXHIBIT C SYSTEM PERFORMANCE GUARANTEE (the “Guarantee”) ARTICLE I. ADDITIONAL DEFINED TERMS Actual Generation means, for each Guarantee Year during the Term and with respect to the System, the System’s alternating current or “AC” electricity production in kilowatt- hours (“kWh”) as measured under Section 3.02. Annual Deficit has the meaning set forth in Section 3.01. Annual System Performance Report means the report that summarizes annual system performance in kWh and includes calculations for Weather Adjustment and True-up Period calculations. Avoided Energy Price per kWh means the amount that the Customer will be paid by Provider for each Kilowatt-hour as set out in Appendix B (Avoided Energy Price) of this Guarantee. Data Acquisition System or DAS means Provider’s system that displays historical meteorological and production data over an Internet connection and consists of hardware located on-Site and software housed on Provider’s DAS server. The DAS measures and logs, at a minimum, the following parameters on a 15-minute average basis at the Site: actual AC electricity production of the System (in kWh) and solar irradiance (in W/m2). Expected Energy means, for the System in a specified Guarantee Year, the kilowatt hours for the System set forth on Appendix A (Expected Energy) of this Guarantee. Excused Performance Event means: • Force Majeure Event; • Impingements on solar access by structures or activities on neighboring sites or by facilities that are beyond the control of either Party; • Externally caused outages, including: o Warranty Exclusions: hours during any period when the System or any portion thereof is off-line due to an event that would constitute an exclusion under any applicable manufacturer’s, System, workmanship or other applicable warranty. o Network Disturbance Hours: hours during any period when a fluctuation in the utility network parameters (e.g., a frequency or voltage variation) result in the disconnection of the inverters or the System from the utility network and prevented energy from being evacuated from the System. o Network Outage Hours: hours during any period when a failure in the distribution network or in the connection infrastructure prevented energy from being evacuated from the System. o Third-Party Equipment Servicing Hours: equipment or System outage hours during any period that result from service issues related to non-Provider equipment or delays in procuring non-Provider replacement parts. Exhibit C (Performance Guarantee) o Customer-Caused Hours: hours during any period when the equipment or the System is off-line due to Customer-required outages or Customer-caused delays in Site access. o Major Maintenance Hours: hours during any period when the equipment or the System is off-line due to Customer-required major maintenance work. Guaranteed Level means 90% of the Expected Energy for a Guarantee Year for the System. Guarantee Year means each successive 12-month period during the Term commencing on the Commercial Operation Date. PVSim means the software program utilized by Provider to predict the amount of energy that the System will produce in an average year which has the following characteristics: (1) based on PVFORM, the photovoltaic simulation software produced by Sandia National Laboratories and the US Department of Energy, (2) all photovoltaic characteristics are modeled, (3) all ancillary array losses are taken into account and (4) PVSim simulations use either measured data or typical meteorological year files from Meteonorm and NREL. SEMMY or “Simulated Energy in a Measured Meteorological Year”, means, with respect to any Guarantee Year, Year 1 AC Energy output of the System simulated by PVSim using measured average hourly irradiance, wind speed, and air temperature as recorded by the Data Acquisition System, holding all other inputs equal to those used in calculating SETMY. SETMY or “Simulated Energy for a Typical Meteorological Year”, means the Year 1 AC Energy output of the System simulated by PVSim using average hourly irradiance, wind speed, and air temperature data contained within the Weather File. True-up Period means each successive one (5)-year period during the Term commencing on the first day of the Term. Weather Adjustment means the ratio described in Section 3.01. Weather File means the typical meteorological year data set specified for the System set forth on Appendix C (Weather File) of this Guarantee. ARTICLE II. PERFORMANCE GUARANTEE CONSIDERATION Section 2.01 Consideration The Parties agree that the consideration set forth in Section 5.1 of the Agreement includes adequate consideration for the terms, conditions and provisions of this Guarantee. ARTICLE III. PERFORMANCE GUARANTEE Provider guarantees to Customer that the Actual Generation of the System during any Guarantee Year, subject to the limitations, terms and conditions stated in this Guarantee shall not be less than the Guaranteed Level. Section 3.01 Guaranteed Output Calculations. Provider shall calculate the Annual Deficit for the System for each Guarantee Year during the Term: Exhibit C (Performance Guarantee) (a) Annual Deficit = (Expected Energy x Guaranteed Level) x Weather Adjustment – Actual Generation Where the Weather Adjustment ratio is as follows: Simulated Energy in a Measured Meteorological Year (SEMMY) Simulated Energy for a Typical Meteorological Year (SETMY) For each Guarantee Year, within thirty (30) days after the end of such Guarantee Year, Provider shall calculate the Annual Deficit for the System. Customer has the right to access all data and information supporting Provider’s calculation of the Annual Deficit. (b) Guarantee Payment Reimbursement. At the end of each True-up Period: (i) if the sum of Annual Deficits > 0, then Provider shall pay to Customer an amount equal to the cumulative product of (y) the Annual Deficits and (z) the Avoided Energy Price per kWh (a “Guarantee Payment”); (ii) Provider shall promptly notify Customer of any Guarantee Payment due. Provider shall make Guarantee Payments within thirty (30) days of the date of the notice provided in the first sentence of this paragraph. Section 3.02 Actual Generation Measurement. Provider shall measure Actual Generation for the System for each Guarantee Year as follows: (a) Initial Output Data Collection. During the Term, Provider will collect energy output data using its Data Acquisition System. For each Guarantee Year, Provider will sum the daily kWh output for the System provided by the DAS to calculate the Actual Generation for the System for such Guarantee Year. (b) Equipment Calibration and Replacement. Provider may request to have the meteorological equipment independently calibrated or replaced at its own expense every eighteen (18) to thirty (30) months. Provider shall notify the Customer of the scheduled calibration date and time no less than 30 days prior, and shall provide the Customer written proof of calibration or replacement. (c) Contingency for Equipment Failure. In the event of hardware, communication, or other failure affecting the DAS, Provider will make commercially-reasonable efforts to resolve the failure in a timely manner. In the event that data is lost, Actual Generation for each affected System shall be adjusted to compensate for such lost data as follows: (i) In lieu of lost meteorological data, Provider will utilize such data obtained from a nearby meteorological station that Provider monitors and selects for such purpose. (ii) In lieu of lost electricity data, Provider will utilize the cumulative data from System meter readings to calculate the electricity generated by each affected System during the missing interval. In the event that data Exhibit C (Performance Guarantee) from the System meter is inaccurate or missing, Provider will simulate electricity production during the missing interval utilizing measured meteorological data and PVSim. The simulated electricity production during the missing interval will be added to the Actual Generation for each affected System for the subject Guarantee Year. ARTICLE IV. CUSTOMER RESPONSIBILITIES Section 4.01 Customer’s Failure to Uphold Responsibilities. Provider shall promptly notify Customer of any breach (“Out of Compliance Letter”) of (i) Customer’s obligation to pay Provider for the Solar Services pursuant to the Agreement and (ii) any Customer obligations pursuant to the Agreement that directly (A) hinder the amount of Energy delivered by the System or (B) degrade the functionality of the System. Upon Customer’s cure of all failures described in an Out of Compliance Letter, Provider will notify Customer (“In Compliance Letter”) that Customer is complying with Customer’s Responsibilities. For any period between the issuance of an Out of Compliance Letter and of an In Compliance Letter (a “Noncompliance Period”), to the extent that Customer’s non-compliance actually impacts the Actual Generation of the System, any Actual Generation from such affected Systems in such month(s) shall be disregarded in the calculation of Annual Deficits for such Systems under Section 3.01, and the Expected Energy for any affected System in any Guarantee Year in which there is a Noncompliance Period shall be reduced by a proportionate amount. ARTICLE V. EXPECTED ENERGY ADJUSTMENT Section 5.01 Adjustment of Expected Energy. If, and to the extent, any of the following events results in a change in the production of electricity by the System, Expected Energy for that System shall be adjusted correlatively for the period of such change: (a) Subject to Provider’s obligations under any warranty it provides in connection with the Systems (including any Provider obligation, with respect to the System, in connection with any requirements under the California Solar Initiative program), a material portion of the components of the System fails, and the manufacturer of such component(s) refuses, or otherwise fails to honor its corresponding warranty; (b) Customer fails to perform any of its obligations under the PPA – such as obligations related to maintaining the System’s interconnection to the local utility grid or limiting outages (as defined in the Agreement) – and such failure reduces the amount of electricity that the System can generate or deliver. (c) There is any failure of the System to perform caused by legislative, administrative or executive action, regulation, order or requisition of any federal, state or local government, local utility or public utilities commission; (d) There is an Excused Performance Event; or Exhibit C (Performance Guarantee) (e) Adjustment to the Expected Energy, or a reduction in the amount of Energy that Provider is obligated to deliver, is permitted or required under the Agreement. Section 5.02 Notification of Changes to Expected Energy. If Provider determines that any changes to Expected Energy for the System are required based on an event or events described in Section 5.01, then Provider shall notify the Customer, in writing, of the basis for its determination, and Provider shall either provide revised definitions of Expected Energy in exhibits that, upon mutual agreement of the Parties, which shall not be unreasonably denied or delayed, shall replace the current exhibits to this Guarantee, or specify a date by which it shall do so. Appendix A to Guarantee Appendix A – Expected Energy Guarantee Year Expected Annual kWh 1 910,975 2 908,697 3 906,426 4 904,160 5 901,899 6 899,645 7 897,395 8 895,152 9 892,914 10 890,682 11 888,455 12 886,234 13 884,018 14 881,808 15 879,604 16 877,405 17 875,211 18 873,023 19 870,841 20 868,664 21 866,492 22 864,326 23 862,165 24 860,009 25 857,859 Total 22,104,059 Appendix B to Guarantee Appendix B – Avoided Energy Price Guarantee Year Avoided Energy Price per kWh 1 $0.0048 2 $0.0049 3 $0.0051 4 $0.0052 5 $0.0054 6 $0.0056 7 $0.0057 8 $0.0059 9 $0.0061 10 $0.0063 11 $0.0065 12 $0.0066 13 $0.0068 14 $0.0070 15 $0.0073 16 $0.0075 17 $0.0077 18 $0.0079 19 $0.0082 20 $0.0084 21 $0.0087 22 $0.0089 23 $0.0092 24 $0.0095 25 $0.0098 Appendix C to Guarantee Appendix C – Weather File SolarAnywhereTGY2016_(10km)_37.95_-122.15 Schedule A DESCRIPTION OF SITE Facility System Size (kW DC) Product Type Module qty & type - SunPower Inverters- qty & type-Delta 50 Douglas Dr, Martinez, CA 94553 241.92 324.30 566.22 Carport – Helix 1.5 Rooftop– Helix Dual Tilt (672) SPR- X21-470- COM / (690) SPR- X22-360- COM (5) M60U_121 (4) M42U_121 Schedule B DESCRIPTION OF SYSTEM  PV System Array Layouts and Electrical Single Line Diagrams h>>Kd/KEdϮϬϬϬ͕ϰϴϬsWK/EdK&/EdZKEEd/KE;/E^/>dZ/>ZKKDͿ;ϭϭϰϯ/EsZdZϭϬΖϭϴϭΖͲϮΗϭϳϳΖͲϯΗ;;;;;Ϯϱ/EsZdZ/EsZdZ/EsZdZ;EͿ^W;EͿWZKWK^^^>Kd/KEZhEуϯϬ>&Ϯ;;;;;;RRRϱϬϮϱϵϲ͕Zs<^>͗ϭZZz>zKhdϭϯͬϮϱϲΗсϭΖͲϬΗ^,d+$5%285:$<6287+5,&+021'&$86$  Zs^/'Eη^Z/Wd/KEd  WZK:dKWWKZdhE/dzZs/^/KE^E'/EZΖ^^dDWϭΗϬϭϮΗ/&Z/^EKdKE/E,͕Zt/E'/^EKddK^>KEdZK^dKhEdzϱϬKh'>^Z/sϱϬKh'>^Z/sDZd/E͕ϵϰϱϱϯͲͲͲϰϯϮϭϰϯϮϭ>ϭϬϬϬϭϱϱϳϮϴϴͺ>ͺϱϬKh'>^Z/sͺ,dΘW&dͺ͘t'ϰͬϭϬͬϮϬϭϵϳ͗ϱϳWDZZz>zKhd7,(5d,WZKWK^ZZz>zKhd^,KtE/^^/'EdK&/dy/^d/E'KE/d/KE^^d,zZ^Z/KEd,/^Zt/E'͘>zKhdEYhEd/d/^Z^h:ddK,E'^KE^hEWKtZsZ/&/d/KEK&dh>^/dKE/d/KE^͘>'E͗WZKWK^>/',dWK>ZDKs>WZKWK^dZZDKs>WZKWK^Yh/WDEdWWZKWK^WK/EdK&/EdZKEEd/KEKEh/d^;^^ͲWK/ͿKEh/d^;^WͲ^^ͿKEh/d^;/EsͲ^WͿ;t/E^W^ϳͲϭϬ;DW,ͿϭϭϬyWK^hZd'KZz dZE^/d/KE>/^dE;&dͿ'ZKhE^EKt>K;W^&ͿϬ^WdZ>Z^WKE^;^^Ϳϭ͘Ϭϭϯ^Ɛ ϭ͘ϱϮ^ϭ Ϭ͘ϲ^/^D/,Z>s> Ϯ^/d>^^ ^/^D//DWd͘&dKZ;/WͿϭ͘ϬKhWEzd'KZz //Z</E'd,EK>K'z,>/yh>Ͳd/>dE,KZdzWKD'WŽǁĞƌ'ƌŝƉWůƵƐ>>^d>K<t/',d;>^ͿϭϰZKK&DDZE d^/^D/K&&^d^&KZhEE,KZZZz^;/EͿϭϮDyZKK&^>KWϭ͗ϭϮD/E͘K&&^d&ZKDZKK&';&dͿϲ͕ϭϱ5$&.,1*7<3(6758&785$/'(6,*13$5$0(7(56ZKK&,/',d;&dͿϰϰZKK&>E'd,;&dͿϭϴϭZKK&t/d,;&dͿϭϳϳWZWd,/',d;&dͿϯ^WtZ/Dhd,;'Z^ͿͲϰϬDy>>Kt>WZ^^hZ;W^&ͿϭϮDy>>Kt>t/',d;>^Ϳd%8,/',1*&+$5$&7(5,=$7,216^z^dDt/',d;>^ͿϲϱϰϳϱsZ'W^& ϱ͘ϬϱDyW^& ϭϭ͘ϵϯdKd>ηK&>>^d^ ϮϰϴϰdKd>ηK&E,KZ^ ϵϬdKd>ηK&DKh>^ ϲϳϮ%$//$67$1'$1&+256800$5<WZK:d^hDDZz ZKK& ZWKZd dKd>dKd>ηK&DKh> ϲϳϮ ϲϵϬ ϭϯϲϮDKh>dzW ^WZͲyϮϮͲϯϲϬͲKD ^WZͲyϮϭͲϰϳϬͲKDηK&/EsZdZ ϰ ϱ ϵ^z^dD^/;ŬtͿϮϰϭ͘ϵϮ ϯϮϰ͘ϯϬ ϱϲϲ͘ϮϮ^z^dD^/;ŬtͿϮϮϰ ϮϵϬ ϱϭϰ352-(&76800$5<RZZz^hDDZzd>ͲZKK&ZZzDϲϬhͺϭϮϭ;ϭϴ^dZͿDϲϬhͺϭϮϭ;ϭϰ^dZͿDϰϮhͺϭϮϭ;ϭϮ^dZͿdKd>^dZ/E'^dKd>ηK&DKh>WKtZ;<tͿWKtZ;<tͿ>/^d/E';<tͲͿͲZhE;/EsͲ^^ͿϭϭϭϮϭϰϰ ϱϭ͘ϴϰ ϰϲ ϰϱ͘ϵϳϮ ϭϯϬϮϭϭϱ ϭϴϬ ϲϰ͘ϴϲϲ ϲϱ͘ϰϳ ϭϭϬϯ ϯ ϯϲ ϭϮ͘ϵϲϰ ϭ ϭϰ ϭϲϴ ϲϬ͘ϰϴ ϲϲ ϲϱ͘ϰϳ ϲϬϱϭϭϮϭϰϰ ϱϭ͘ϴϰ ϰϲ ϰϱ͘ϵϳϮ ϭϬϬϭϭϮϱϲ ϲϳϮ Ϯϰϭ͘ϵϮ ϮϮϰ ϮϮϮ͘ϴϴϰϬϬϬϭϱϱϳϮϴϴͲϬϬϵϭϯϬϭ WZKWK^> ϬϴͲϭϳͲϭϴ Z :ϬϬϬϭϱϱϳϮϴϴ hWdWZDZ<ͲhW^ 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ϲϬϳ͘ϮϮ ϲϬϳ͘ϮϮ^dZ/E'^,KZdhZZEd;/^Ϳϲ͘ϰϴ ϲ͘ϰϴ ϲ͘ϰϴ^dZ/E'KWZd/E'hZZEd;/DWͿϲ͘Ϭϵ ϲ͘Ϭϵ ϲ͘ϬϵηK&/EsZdZͬdzWϭϭϮ CONFIDENTIAL Schedule C Schedule C PV SYSTEM PRICING The following pricing is based on the Standard System Design Package described in Exhibit A. kWh Rate ($/kWh) Term (Years) Annual Rate Escalator (% / Year) $0.1344 25 0% Schedule D TERMINATIONS VALUES Applicable Date : Years from Commercial Operation Date Termination Value ($) 0 Year $2,665,367 1 Year $2,152,807 2 Years $1,929,506 3 Years $1,705,261 4 Years $1,480,245 5 Years $1,253,998 6 Years $1,223,975 7 Years $1,192,824 8 Years $1,160,683 9 Years $1,127,123 10 Years $1,092,263 11 Years $1,056,616 12 Years $1,019,798 13 Years $981,449 14 Years $942,038 15 Years $901,633 16 Years $860,366 17 Years $817,956 18 Years $774,522 19 Years $730,047 20 Years $684,636 21 Years $638,049 22 Years $590,382 23 Years $541,625 24 Years $491,858 EXECUTION VERSION CONFIDENTIAL NOTE: 597 Center Ave, Martinez, CA 94553 POWER PURCHASE AGREEMENT Dated as of June 18, 2019 by and between Solar Star Co Co 1, LLC as Provider and Contra Costa County as Customer TABLE OF CONTENTS CONFIDENTIAL POWER PURCHASE AGREEMENT .................................................................................................... 1 RECITALS: ................................................................................................................................................ 1 AGREEMENT: .......................................................................................................................................... 1 1. Definitions. ..................................................................................................................................... 1 2. Purchase and Sale of Solar Services; License. ............................................................................ 5 2.1 Purchase and Sale of Solar Services. ..................................................................... 5 2.2 License. .................................................................................................................. 5 3. Design, Construction, Installation and Testing of System......................................................... 6 3.1 Installation.............................................................................................................. 6 3.2 Conditions Precedent to Commencement of Construction and Installation. ......... 7 3.3 Utility Approvals. .................................................................................................. 8 3.4 Energy Delivery. .................................................................................................... 8 3.5 Risk of Loss; Exclusive Control. ........................................................................... 8 3.6 Termination Values. ............................................................................................... 9 4. Operation and Maintenance of System. ...................................................................................... 9 4.1 O&M Work; Phone/Data Line. .............................................................................. 9 4.2 Malfunctions and Emergencies. ............................................................................. 9 4.3 Metering. .............................................................................................................. 10 4.4 Title to System. .................................................................................................... 10 4.5 Outages. ............................................................................................................... 11 4.6 Compliance with Utility Specifications. .............................................................. 11 5. Purchase of Solar Services. ........................................................................................................ 11 5.1 Purchase Requirement. ........................................................................................ 11 5.2 Environmental Attributes; Environmental Financial Incentives. ......................... 12 6. Price and Payment. ..................................................................................................................... 13 6.1 Price. .................................................................................................................... 13 6.2 Taxes. ................................................................................................................... 13 6.3 Billing and Payment. ............................................................................................ 13 7. General Covenants. ..................................................................................................................... 14 7.1 Provider’s Covenants. .......................................................................................... 14 7.2 Customer’s Covenants. ........................................................................................ 15 8. Insurance Requirements. ........................................................................................................... 16 8.1 Provider’s General Liability Insurance. ............................................................... 16 8.2 Customer’s Insurance........................................................................................... 17 9. Force Majeure Events. ................................................................................................................ 17 10. Term; Customer Options; Termination. .................................................................................. 18 10.1 Term. .................................................................................................................... 18 10.2 Customer Options Upon Cessation of Business Operations at Site. .................... 18 10.3 Customer Options Upon Expiration of Term....................................................... 19 10.4 Customer Purchase Options Prior to Expiration Date. ........................................ 19 10.5 Payment of Termination Value on Termination Date.......................................... 20 10.6 Provider Termination. .......................................................................................... 20 11. Defaults. ....................................................................................................................................... 21 11.1 Customer Default. ................................................................................................ 21 11.2 Provider Default. .................................................................................................. 22 12. Remedies Following Default. ...................................................................................................... 23 12.1 Customer’s Remedies Upon Occurrence of a Provider Default. ......................... 23 12.2 Provider’s Remedies Upon Customer Default. .................................................... 23 12.3 No Consequential Damages. ................................................................................ 24 12.4 Effect of Termination of Agreement. ................................................................... 24 12.5 Limitation of Liability.......................................................................................... 24 13. Indemnification. .......................................................................................................................... 24 13.1 Indemnification by Provider. ............................................................................... 24 13.2 Indemnification by Customer. ............................................................................. 25 13.3 Notice of Claims. ................................................................................................. 25 13.4 Defense of Action. ............................................................................................... 25 13.5 Survival of Provisions. ......................................................................................... 26 14. Miscellaneous Provisions. ........................................................................................................... 26 14.1 Notices. ................................................................................................................ 26 14.2 Authority. ............................................................................................................. 27 14.3 Assignment .......................................................................................................... 28 14.4 Successors and Assigns........................................................................................ 29 14.5 Entire Agreement. ................................................................................................ 29 14.6 Amendments to Agreement. ................................................................................ 30 14.7 Waivers; Approvals. ............................................................................................ 30 14.8 Partial Invalidity................................................................................................... 30 14.9 Execution in Counterparts.................................................................................... 30 14.10 Governing Law; Jurisdiction; Forum. .................................................................. 30 14.11 Attorneys’ Fees. ................................................................................................... 31 14.12 No Third Party Rights. ......................................................................................... 31 14.13 Treatment of Additional Amounts. ...................................................................... 31 14.14 No Agency. .......................................................................................................... 31 14.15 No Public Utility. ................................................................................................. 32 14.16 No Recourse to Affiliates..................................................................................... 32 14.17 Cooperation with Financing. ................................................................................ 32 14.18 Setoff. 32 14.19 Service Contract. .................................................................................................. 32 15. Confidential Information. .......................................................................................................... 32 16. Estoppel Certificate. ................................................................................................................... 33 Exhibits, Schedules Exhibit A - System Design and Construction Exhibit B - Form of Financing Party Acknowledgment Exhibit C - Performance Guarantee Schedule A - Description of Site Schedule B - Description of System Schedule C - System Pricing Schedule D - Termination Values - 1 - POWER PURCHASE AGREEMENT This POWER PURCHASE AGREEMENT (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of June 18, 2019 (the “Effective Date”), is by and between Solar Star Co Co 1, LLC, a limited liability company formed under the laws of the State of Delaware (“Provider”), and Contra Costa County, a political subdivision of the State of California (“Customer”). RECITALS: WHEREAS, Customer leases or owns, directly or indirectly, facilities in that certain location in California as more fully described in Schedule A of the Appendices hereto (the “Site”); WHEREAS, Customer desires that Provider install, maintain and operate, and Provider desires to install, maintain and operate, the System (as hereinafter defined) to be located on the Site; and WHEREAS, Provider desires to sell, and Customer desires to purchase, (a) the Solar Services (as hereinafter defined), including the delivery of electrical energy generated by the System (the “Energy”) and (b) other services pursuant to the terms and conditions set forth herein. NOW THEREFORE, in consideration of the mutual promises set forth below, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: AGREEMENT: 1. Definitions. Unless otherwise defined herein: (a) capitalized terms used in this Agreement shall have the respective meanings set forth in this Section 1; (b) the singular shall include the plural and vice versa; (c) the word “including” shall mean “including, without limitation”, (d) references to “Sections,” “Exhibits,” “Appendices” and the like shall be to sections, exhibits, appendices, etc. of or to this Agreement; (e) the words “herein,” “hereof” and “hereunder” shall refer to this Agreement as a whole and not to any particular section or subsection hereof; and (f) references to this Agreement shall include a reference to all exhibits hereto, as the same may be amended, modified, supplemented or replaced from time to time. “Agreement” has the meaning set forth in the preamble. “Annual Rate Escalator” means the percentage set forth in Schedule C. “Applicable Law” shall mean, with respect to any Governmental Authority, any constitutional provision, law, statute, rule, regulation, ordinance, treaty, order, decree, judgment, decision, certificate, holding, injunction, registration, license, franchise, permit, authorization, guideline, governmental approval, consent or requirement of such 2 Governmental Authority, enforceable at law or in equity, along with the interpretation and administration thereof by any Governmental Authority. “Claim Notice” shall have the meaning set forth in Section 13.3. “Code” shall mean the Internal Revenue Code of 1986, as amended. “Commercial Operation Date” shall have the meaning set forth in Section 3.4. “Confidential Information” shall have the meaning set forth in Section 15. “Customer” shall have the meaning set forth in the preamble. “Customer Default” shall have the meaning set forth in Section 11.1. “Effective Date” shall have the meaning set forth in the preamble. “Energy” shall have the meaning set forth in the preamble. “Environmental Attributes” includes, without limitation, tradable renewable certificates, green-e tags, allowances, reductions or other transferable indicia denoting carbon offset credits or indicating generation of a particular quantity of energy from a renewable energy source by a renewable energy facility attributed to the Energy during the Term created under a renewable energy, emission reduction, or other reporting program adopted by a Governmental Authority, or for which a registry and a market exists (which, as of the Effective Date are certificates issued by Green-e in accordance with the Green-e Renewable Electric Certification Program, National Standard Version 1.3 administered by the Center of Resource Solutions) or for which a market may exist at a future time. “Environmental Financial Incentives” shall mean each of the following financial rebates and incentives that is in effect as of the Effective Date or may come into effect in the future: (i) performance-based incentives, rebates and any other incentive programs offered by or in the State of California (or any political subdivision thereof) under the federal government’s, any municipality’s, any utility’s or any other state’s program or initiative (including, if applicable, subsidies available under the Self Generation Incentive Program administered through the California Public Utilities Commission), incentive tax credits (including investment tax credits arising under the Code) other tax benefits or grants in lieu thereof (including without limitation the monetization of tax benefits), and accelerated depreciation (collectively, “Incentives”), howsoever named or referred to, with respect to any and all fuel, emissions, air quality, energy generation, or other environmental or energy characteristics, resulting from the construction, ownership or operation of the System or from the use of solar generation or the avoidance of the emission of any gas, chemical or other substance into the air, soil or water attributable to the sale of Energy generated by the System; and (ii) all reporting rights with respect to such Incentives. “Estimated Year 1 Production” shall mean the amount set forth in Schedule B to this Agreement. 3 “Expiration Date” shall have the meaning set forth in Section 10.1. “Fair Market Value” shall have the meaning set forth in Section 10.3.2. “Financing Party” means any third-party entity providing debt or equity financing to Provider (or any successor or assignee thereof) with respect to the System, including without limitation a party providing construction financing, a lessor in a sale-leaseback transaction, a partner in a partnership flip transaction, or a limited liability company member in an equity sale transaction. “Force Majeure Event” shall mean, when used in connection with the performance of a Party’s obligations under this Agreement, any of the following events to the extent not caused by such Party or its agents or employees, which is not preventable by such Party as of the Effective Date: a) war, riot, acts of a public enemy or other civil disturbance; b) acts of God, including but not limited to, storms, floods, lightning, earthquakes, hailstorms, ice storms, tornados, typhoons, hurricanes, landslides, volcanic eruptions, range or forest fires, and objects striking the earth from space (such as meteorites), sabotage or destruction by a third party (other than any contractor retained by or on behalf of the Party) of facilities and equipment relating to the performance by the affected Party of its obligations under this Agreement; c) acts of federal, state or local government agencies, including changes in Applicable Law, that result in increasing Provider’s costs of construction and installation, or continuing operation, of the System by 15% or more; and d) strikes, walkouts, lockouts or similar industrial or labor actions or disputes. “Governmental Authority” shall mean any federal, state, regional, county, town, city, or municipal government, whether domestic or foreign, or any department, agency, bureau, or other administrative, regulatory or judicial body of any such government. “Indemnified Party” shall have the meaning set forth in Section 13.3. “Indemnifying Party” shall have the meaning set forth in Section 13.3. “Interconnection Point” shall have the meaning set forth in Section 3.5. “kWh Rate” shall have the meaning set forth in Section 6.1. “License” shall have the meaning set forth in Section 2. “Liens” shall have the meaning set forth in Section 7.1.3. “Meter” shall have the meaning set forth in Section 4.3.1. 4 “Monthly Period” shall mean the period commencing on the Commercial Operation Date and ending on the last day of the calendar month in which the Commercial Operation Date occurs, and, thereafter, all subsequent one (1) month periods during the Term. “Monthly Production” shall mean, for each Monthly Period, the amount of Energy delivered during such Monthly Period. “O&M Work” shall have the meaning set forth in Section 4.1.1. “Party” shall mean each of Customer and Provider (and/or any successor or permitted assignee thereof). “Person” shall mean any individual, corporation, partnership, company, limited liability company, joint venture, association, trust, unincorporated organization or Governmental Authority. “Provider” shall have the meaning set forth in the preamble (and includes its successor(s) and permitted assignee(s)). “Provider Default” shall have the meaning set forth in Section 11.2. “Renewal Rate” shall mean the fair market price for electricity generated by solar photovoltaic systems as determined by agreement of the Parties or through the appraisal process applicable to the purchase option contained in this Agreement. “Reporting Rights” means the right to report ownership of the Environmental Attributes or the Environmental Financial Incentives associated with the Energy to any federal, state, or local agency, authority or other party, including without limitation 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. “Scheduled Outage” shall have the meaning set forth in Section 4.5. “Site” has the meaning set forth in the first recital. “Solar Services” mean all solar services provided to Customer by Provider hereunder, including the provision of Energy. “Standards” shall have the meaning set forth in Section 3.1.1. “System” shall mean the solar photovoltaic system installed pursuant to this Agreement at the Site and more fully described in Schedule B hereto; provided, however, that the term “System” shall only include equipment and materials up to but not including the Interconnection Point of the System. “Term” shall have the meaning set forth in Section 10.1. “Termination Date” shall have the meaning set forth in Section 10.1. 5 “Termination Value” shall mean, on any date of determination (or, if such date is not a scheduled termination date, the scheduled termination date immediately preceding such date) the applicable amount specified for such date in Schedule D to this Agreement. “Transfer Taxes” shall have the meaning set forth in Section 6.2.1. 2. Purchase and Sale of Solar Services; License. 2.1 Purchase and Sale of Solar Services. Customer hereby engages Provider to provide the services set forth in this Agreement, including the Solar Services to Customer, and Provider agrees to provide the services set forth in this Agreement, including the Solar Services to Customer, all in accordance with the terms and conditions set forth herein. Customer shall provide Provider with access to the Site in accordance with the terms of this Agreement. Provider may retain one or more contractors or subcontractors to fulfill its obligations hereunder; provided that Provider shall remain liable for performance of its obligations hereunder 2.2 License. Customer hereby grants to Provider and to Provider’s agents, employees and subcontractors an irrevocable, non-exclusive license running with the Site for access to, on, over, under or across the Site (the “License”) for the purpose of (i) installing, constructing, operating, maintaining, accessing, removing and replacing the System; (ii) performing all of Provider’s obligations and enforcing all of Provider’s rights set forth in this Agreement; and (iii) installing, using and maintaining electric lines and equipment, including inverters and meters, necessary to interconnect the System to Customer’s electric system at the Site or to the utility’s electric distribution system or that otherwise may from time to time be useful or necessary in connection with the construction, installation, operation, maintenance, or repair of the System. The term of the License is the Term of this Agreement plus the period of time necessary for Provider to remove the System pursuant to Section 10.3.3, but in no case later than one hundred eighty (180) days after the Expiration Date with respect to the System (the “License Term”). During the License Term, Customer shall preserve and protect Provider’s rights under the License and Provider’s access to the Site and shall not interfere with or permit any third parties to interfere with Provider’s rights or access. Except for an emergency situation as described in Section 4.2.1(a) or (b) (an “Emergency Situation”), Provider shall notify Customer in writing, which may be made via email to Customer’s Energy Manager, 40 Muir Road, Martinez, CA 94553 (Frank.DiMassa@pw.cccounty.us), or to any other address Customer may designate in a written notice to Provider, forty-eight (48) hours before Provider intends to access the Site pursuant to the License. Notwithstanding that the License granted herein is irrevocable, Customer reserves the right to exclude Provider, its agents, employees and subcontractors from the Site in the event that Customer notifies Provider of a breach of the License and Provider fails to cure such breach pursuant to Section 11.2.1 of this Agreement; provided, however, that, Customer 6 agrees not to exclude Provider, its agents, employees and subcontractors from the Site (A) in the event of an Emergency Situation as described in Section 4.2 so long as Customer has been notified of such an Emergency Situation pursuant to Section 4.2 and (B) in the event that the System is to be removed pursuant to this Agreement. 3. Design, Construction, Installation and Testing of System. 3.1 Installation. Subject to Section 3.2, Provider will cause the System to be designed, engineered, installed and constructed at the Site substantially in accordance with the terms of this Agreement, including without limitation, the provisions of Exhibit A (System Design and Construction). Customer shall review and approve, such approval not to be unreasonably withheld or delayed, all construction plans, including engineering evaluations of the impact of the System on the structural integrity and strength of the location where the System is installed inside, on or near Customer’s buildings. Provider shall organize the procurement of all materials and equipment for the installation work and maintain the same at the Site. Subject to the terms of the License, Provider shall perform installation work at the Site during the times set forth in Exhibit A and Schedule B in a manner that minimizes inconvenience to and interference with Customer’s and Customer’s invitees’ and Customers’ use of the Site to the extent commercially practical. Notwithstanding the foregoing, in the event that Provider determines in its sole discretion that it is unable to install the System at the Site, it shall be under no obligation to do so, and this Agreement shall terminate and be of no further force and effect upon written notice from Provider to Customer to that effect. 3.1.1 System Design and Construction. Exhibit A (System Design and Construction) attached hereto sets forth the design, engineering and construction specifications for the System, as well as assumptions made by the Provider regarding the Site conditions, the electrical conditions, and System attributes (such assumptions being referred to herein as the “Standards”). Schedule B (Description of System) sets forth the known actual conditions for the Site and the System, including deviations from the Standards. The Standards are such that the described items for the System will not need repair, replacement, modification or construction beyond that described in Exhibit A and Schedule B in order for Provider to properly construct and install the System. If the construction and installation of the System is required for any reason (except for reasons attributable to Provider) to deviate from the Standards and Schedule B, Provider will notify the Customer and provide an estimate of any incremental cost to Customer and Customer will have the option to (i) pay the incremental cost at the time the cost is incurred and billed to the Customer, (ii) pay the incremental cost over the Term through a calculated increase in the kWh Rate, or (iii) elect an alternative location subject to the conditions of Section 3.1.2. 3.1.2 Alternative Location. Prior to the Commercial Operation Date, if the Customer’s interest in the Site is a leasehold interest and the Customer is unable to obtain the landlord’s consent in accordance with the License or Customer chooses an alternative location per Section 3.1.1, Customer will have the option to elect an alternative location if Environmental 7 Attributes and Environmental Financial Incentives financially equivalent to or better than those associated with the original location are available for the alternative location, and if the expected System kWh output and construction cost at the alternative location are equivalent to or superior than those associated with the originally proposed location. Such alternative location is subject to Provider approval, not to be unreasonably withheld. If an alternative location cannot be established, Provider will have the right to terminate per Section 3.2. 3.2 Conditions Precedent to Commencement of Construction and Installation. 3.2.1 Commencement by the Provider of construction and installation activities with respect to the System are subject to the satisfaction of the following conditions precedent (in addition to the condition set forth in Section 3.3): (a) Provider shall have closed financing for construction and long-term ownership of the System and the Solar Services to be performed at the Site and, to the extent required pursuant to the applicable financing documentation, the third party financing institution providing such financing shall have been provided with the materials referred to in Section 14.17 and Section 16; (b) Provider shall have entered into the applicable contract(s) for construction and installation of the System, subject to the terms of the applicable financing, if any; (c) Provider shall have obtained the permits, licenses and other approvals required by Applicable Law to be obtained by Provider prior to such commencement; (d) Provider shall have received satisfactory notice that the applications for Environmental Financial Incentives for the System have been accepted and approved by the appropriate governing agency; and (e) Provider shall have received from Customer satisfactory evidence that the project—including the System, the License, and the work and Solar Services described in this Agreement—is exempt from the regulatory jurisdiction of local agencies (including zoning, building, and land-use requirements) or that all required local agency approvals and permits have been obtained. provided, however, that if any of the foregoing conditions precedent have not been satisfied on or before June 17, 2020 (the “CP Date”), Provider shall have the option to terminate this Agreement without triggering the default provisions of this Agreement or any liability under this Agreement, and if Provider does not terminate this Agreement one hundred eighty (180) days following the CP Date, Customer may terminate this Agreement without triggering the default provisions of this Agreement or any liability under this Agreement. 8 Alternatively, in the event that such conditions precedent are not satisfied by such date, the Parties may mutually agree to amend this Agreement to revise the Commercial Operation Date and term of this Agreement. 3.3 Utility Approvals. Notwithstanding that Provider shall have primary responsibility for preparing applications and obtaining all permits, licenses and approvals required for the performance of work under this Agreement, Customer agrees to reasonably assist Provider in obtaining necessary permits, licenses and approvals in connection with the installation, operation and maintenance of the System, including the submission of applications for interconnection of the System with the local electric utility. Customer shall not make any material changes to its electrical equipment at the Site after the date on which the applicable utility interconnection application is submitted unless any such changes, individually or in the aggregate, would not adversely affect the approval by such utility of such interconnection. Should the local electric utility fail to approve the interconnection of the System or require equipment in addition to the equipment set forth in Schedule B in connection with the Site, Provider may, at Provider’s option, terminate this Agreement immediately subsequent to notification from the local utility. The Parties shall not be obligated to go forward with installation of the System if the applicable utility approvals are conditioned upon material upgrades to the existing electrical infrastructure and neither Party elects to provide for such upgrades. Customer also agrees to assist Provider and make all necessary repairs or changes to the existing electrical infrastructure so that the Site and System are eligible for the Environmental Financial Incentives. 3.4 Energy Delivery. The date on which the delivery of Energy from the System commences (the “Commercial Operation Date”) shall be the date on which all of the following shall have occurred: (a) Provider shall have certified to Customer in writing that the System is substantially complete and available for commercial operation; (b) all permits and licenses required to be obtained under Applicable Law in connection with the operation of the System shall have been obtained and be in full force and effect; and (c) Customer shall have entered into an interconnection agreement with the local electricity utility. In no event shall Provider have any liability to Customer for a delay in the Commercial Operation Date caused by Customer, Customer’s electricity provider, a local agency issuing permits for the System or any other third parties outside of Provider’s control. 3.5 Risk of Loss; Exclusive Control. As between the Parties, Provider will be deemed to be in exclusive control (and responsible for any property damage or injuries to persons caused thereby) of the Energy up to but excluding the point where the System is interconnected to Customer’s electrical intertie; e.g., the Customer’s line-side tap (the “Interconnection Point”) and Customer will be deemed to be in exclusive control 9 (and responsible for any property damage or injuries to persons caused thereby) of the Energy at and from the Interconnection Point. Risk of loss related to the Energy will transfer from Provider to Customer at the Interconnection Point. 3.6 Termination Values. The Parties acknowledge and agree that the Termination Values with respect to the applicable System are as set forth in Schedule D of this Agreement. 4. Operation and Maintenance of System. 4.1 O&M Work; Phone/Data Line. 4.1.1 O&M Work. Provider shall provide operation, repair, monitoring and maintenance services to the System during the Term of this Agreement, including the monitoring and maintenance of metering equipment determining the quantity of electricity produced by the System (collectively, the “O&M Work”). Provider shall perform the O&M Work, either directly or indirectly through a subcontract with SunPower Corporation, Systems , an affiliate of Provider or through a third-party service provider capable of providing comparable services, provided that Provider remains responsible for all O&M Work notwithstanding any such subcontracting. Provider shall perform, or cause to be performed, the O&M Work to ensure that the System is capable of delivering the Energy in accordance with the specifications set forth in Schedule B. Provider shall use commercially reasonable efforts to enforce the terms of any contract for operations and maintenance services to which it is a party and System warranty agreements. 4.1.2 Phone/Data Line. Customer shall properly maintain, pay for and provide access to the necessary phone, computer, or other communication lines necessary to permit Provider to record the electrical output of the System for the entire Term. 4.2 Malfunctions and Emergencies. 4.2.1 Each of Customer and Provider shall notify the other within twenty- four (24) hours following the discovery by it of (a) any material malfunction in the operation of the System, (b) an interruption in the supply of Solar Services. Provider and Customer shall each designate personnel and establish procedures such that each Party may provide notice of such conditions requiring Provider’s repair or alteration at all times, twenty-four (24) hours per day, including weekends and holidays. Each Party shall notify the other Party immediately upon the discovery of an emergency condition in the System. 4.2.2 Provider shall commence repairs to the malfunctioning System and restore the supply of the Energy, as soon as reasonably possible after notice or upon its own discovery of any of the conditions specified in Section 4.2.1 during normal business hours and, subject to Section 2, take steps to mobilize personnel to commence repairs after notice or discovery of a condition requiring repair or other corrective action. If an emergency condition exists, Provider shall dispatch the appropriate personnel immediately upon becoming aware thereof to perform the necessary repairs or corrective action in an expeditious and safe manner. For routine and emergency repairs, the Parties shall contact the persons set forth below: 10 If to Provider: Wayne Webb, Senior Manager, Operations & Maintenance 2900 Esperanza Crossing, 2nd Floor Austin, TX 78759 (510) 439 – 4663 or (800) 251-9728 Wayne.Webb@sunpowercorp.com with a copy to: customer.service@sunpower.com 4.3 Metering. 4.3.1 Meters. For the term of this Agreement, Provider shall install and maintain a utility-grade kilowatt-hour (“kWh”) meter (the “Meter”) at the Sys tem for the measurement of Energy provided to Customer, which shall measure the kWh output of the System on a continuous basis. Upon Customer’s written request, Provider shall furnish a copy of all technical specifications and accuracy calibrations for the Meter, as well as all metering data and energy production and consumption calculations. Provider shall test the Meter in compliance with manufacturer’s recommendations. 4.3.2 Customer Audits and Inspections. Once per calendar year, Customer shall have the right to audit all Meter data upon reasonable notice, and any such audit shall be at Customer’s sole cost. Customer shall have a right of access to the Meter at reasonable times and with reasonable prior notice for the purpose of verifying readings and calibrations. 4.3.3 Adjustments. If testing of the Meter pursuant to Section 4.3.1 or Section 4.3.2 indicates that the Meter is in error by more than two percent (2%), then Provider shall promptly repair or replace the Meter. If the Meter is found to be in error by more than two percent (2%), Provider shall make a corresponding adjustment to the records of the amount of Energy 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. 4.3.4 Disputes. Any dispute arising out of the reading or calibration of the Meter shall be resolved in accordance with the procedures set forth in Section 6.3.2. 4.4 Title to System. Provider, or Provider’s permitted assigns with respect to the System, shall at all times retain title to and be the legal and beneficial owner of the System, including the right to any tax credits available under federal or state law, and the System shall remain the property of Provider or Provider’s assigns. The System shall remain the personal property of Provider or Provider’s assigns and shall not attach to or be deemed a part of, or fixture to, the Site. It is the Parties’ intention that the System shall at all times retain the legal status of personal property. Provider shall be entitled to, and is hereby authorized to, file one or more precautionary Uniform Commercial Code financing statements with the California Secretary of State with 11 respect to the System in order to protect its rights in the System, provided that no such UCC financing statement shall name Customer as the debtor. The System shall be clearly marked and identified as being the property of the Provider or Provider’s assigns. The Parties intend that neither Customer nor any party related to Customer shall acquire the right to operate the System or be deemed to operate the System. 4.5 Outages. Customer shall be permitted two (2) twenty-four (24) consecutive hour days during which the System may be offline (each, a “Scheduled Outage”) per calendar year during the Term, during which days Customer shall not be obligated to accept, and if not accepted, pay for the Energy; provided, however, that Customer shall have notified Provider in writing of each such Scheduled Outage at least forty-eight (48) hours in advance of the commencement of such Scheduled Outage. In the event that Scheduled Outages at the Site exceed two (2) days per calendar year for a reason other than a Force Majeure Event, and for all unscheduled outages, Provider shall reasonably estimate the amount of Energy that would have been delivered to Customer during each hour of such excess Scheduled Outages or unscheduled outages and shall invoice Customer for such amount, which shall be payable in accordance with Section 6.3. Additionally, as set forth in Exhibit C (Performance Guarantee), Provider shall be relieved of any failure to meet the Performance Guarantee due to any Scheduled Outage or unscheduled outage. 4.6 Compliance with Utility Specifications. Provider shall ensure that the operation of the System and all Energy generated by the System conform to applicable utility specifications for energy being generated and delivered to the Site’s electric distribution system, which shall include the installation of proper power conditioning and safety equipment, submittal of necessary specifications, coordination of utility testing and verification, and all related costs. 5. Purchase of Solar Services. 5.1 Purchase Requirement. Customer agrees to purchase one hundred percent (100%) of the Energy delivered by the System during the Term of this Agreement. While the Solar Services are calculated and billed on the basis of kWh of Energy as set forth in Section 6.1, Customer acknowledges and agrees that such Solar Services represent a package of services including the production and supply of electrical energy output from the System, together with any other services associated with solar energy production that Provider may provide to Customer. The payment for Solar Services (expressed in $/kWh) is calculated to include all of the above services. Neither Party may claim that by this Agreement Provider is an electric utility subject to regulation as an electric utility or subject to regulated electricity rates. Provider shall not claim to be providing electric utility services to Customer and shall not interfere with Customer’s ability to select an electric utility provider except that, to the extent 12 Customer has a choice in selecting an electric utility provider or electricity provider, Customer shall not select an electric utility provider or electricity provider that requires, as part of their conditions for service, removal or discontinued operation of the System or the sales of Energy hereunder. 5.2 Environmental Attributes; Environmental Financial Incentives. 5.2.1 Environmental Attributes. All Environmental Attributes and associated Reporting Rights available in connection with the System are retained and owned by Customer or its assignee. Provider shall take all reasonable measures to assist Customer in obtaining all Environmental Attributes currently available or subsequently made available in connection with the System. At Customer’s request and expense, Provider shall execute all such documents and instruments reasonably necessary or desirable to effect or evidence Customer’s or its assignee right, title and interest in and to the Environmental Attributes. If the standards used to qualify the Environmental Attributes to which Customer is entitled under this Agreement are changed or modified, Provider shall, at Customer’s request and expense, use all reasonable efforts to cause the Environmental Attributes to comply with new standards as changed or modified. If Provider fails to act in good faith in completing documentation or taking actions reasonably requested by Customer, and such failure results in the loss of an Environmental Attribute that would otherwise be available, Provider shall reimburse Customer for the full amount of such lost Environmental Attribute. 5.2.2 Environmental Financial Incentives. All Environmental Financial Incentives and associated Reporting Rights available in connection with the System are retained and owned by Provider or its assignee. Customer shall take all reasonable measures to assist Provider in obtaining all Environmental Financial Incentives currently available or subsequently made available in connection with the System. At Provider’s request and expense, Customer shall execute all such documents and instruments reasonably necessary or desirable to effect or evidence Provider’s or its assignee right, title and interest in and to the Environmental Financial Incentives. If the standards used to qualify the Environmental Financial Incentives to which Provider is entitled under this Agreement are changed or modified, Customer shall, at Provider’s request and expense, use all reasonable efforts to cause the Environmental Financial Incentives to comply with new standards as changed or modified. If Customer fails to act in good faith in completing documentation or taking actions reasonably requested by Provider, and such failure results in the loss of an Environmental Financial Incentive that would otherwise be available, Customer shall reimburse Provider for the full amount of such lost Environmental Financial Incentive. 5.2.3 Customer shall not take any action or suffer any omission that would have the effect of impairing the value to the Provider of the Environmental Attributes or Environmental Financial Incentives. 5.2.4 Provider or its assignee will at all times retain all tax credits and related tax benefits (including depreciation) associated with the System. 13 6. Price and Payment. 6.1 Price. Customer shall pay Provider for the Energy provided pursuant to the terms of this Agreement at the rate per kWh (the “kWh Rate”) set forth in Schedule C for the Term of this Agreement, plus any adjustments required pursuant to Section 3.1.1, plus any additional amount required pursuant to Section 6.2. Notwithstanding the foregoing, in the event that Customer elects to renew this Agreement pursuant Section 10.3.1, Customer shall pay the Renewal Rate for Energy delivered during such renewal period. 6.2 Taxes. 6.2.1 Customer Taxes. Provider shall invoice Customer for, and Customer shall pay all sales, use, excise, ad valorem, transfer and other similar taxes (“Transfer Taxes”), but excluding in all events taxes based on or measured by net income, that are imposed by any taxing authority arising out of or with respect to the purchase or sale of the Solar Services (regardless of whether such Transfer Taxes are imposed on Provider or Customer), together with any interest, penalties or additions to tax payable with respect to such Transfer Taxes, unless such interest, penalties or additions to tax payable with respect to such Transfer Taxes are due to Provider’s failure to timely remit any such Transfer Taxes or to file any returns required by the appropriate taxing authority, and Provider shall indemnify and hold Customer harmless in such excepted cases. If Customer shall be required to by law to withhold or deduct any Transfer Taxes or other taxes imposed by any jurisdiction or any political subdivision from or in respect of any sum payable hereunder, the sum payable shall be increased as may be necessary so that, after taking all required deductions, Provider shall have received an amount equal to the sum it would have received had no such deductions been made. Provider will pay any ad valorem property tax imposed on the System by any taxing authority. 6.2.2 Provider Taxes. Provider will pay and hold harmless Customer from any sales or use tax imposed upon Customer arising from this Agreement, other than as set forth in the preceding Section 6.2.1, including but not limited to Provider's manufacture, installation and acquisition of the System. Provider will pay and hold harmless Customer from property tax, if any, assessed on (i) Provider’s use of the portion of the Site on which the System is installed, to the extent prescribed in the License; (ii) the System or Provider’s ownership, installation or use thereof; or (iii) any other aspect of this Agreement. Notwithstanding the foregoing, Customer shall pay and hold harmless Provider from sales and use taxes, if any, arising upon the transfer, if any, of both legal and beneficial ownership of the System to Customer pursuant to this Agreement. 6.3 Billing and Payment. Billing and payment for the Solar Services sold and purchased under this Agreement and any other amounts due and payable hereunder shall occur as follows: 14 6.3.1 Payments. Subject to adjustment in accordance with the following sentences of this Section 6.3.1, Customer shall pay to Provider for each Monthly Period during the Term within thirty (30) days after receipt of any invoice a payment for the Energy delivered by the System during each such Monthly Period equal to the product of (a) Monthly Production for the System for the relevant month multiplied by (b) the then applicable kWh Rate. Customer payments under Sections 6.3.1, above, shall be made by check to: Solar Star Co Co 1, LLC Attn: Commercial Asset Management Group c/o SunPower Capital Services, LLC 2900 Esperanza Crossing Austin, TX 78758 Payment may also be made by wire transfer of immediately available funds upon receipt of specific instructions by Provider. Upon receipt of written direction and instructions from Provider and Provider’s Financing Party, all payments to be made by the Customer to the Provider under this Agreement shall be made directly to the Provider’s Financing Party or its agent designated in a writing addressed to Customer from time to time. 6.3.2 Invoice Errors. Within thirty (30) days after receipt of any invoice, Customer may provide written notice to Provider of any alleged error therein (including any error resulting from Meter adjustments pursuant to Section 4.3.3). Customer shall pay all undisputed amounts, including the undisputed portion of any invoice, in accordance with the instructions set forth for payment under Section 6.3.1. If Provider notifies Customer in writing within thirty (30) days of receipt of such notice that Provider disagrees with the allegation of error in the invoice, the Parties shall meet, by telephone conference call or otherwise, within ten (10) days of Customer’s response for the purpose of attempting to resolve the dispute. 6.3.3 Late Payments. All payments hereunder shall be made without setoff or deduction. Any payment not made within the time limits specified in Section 6.3.1 shall bear interest from the date on which such payment was required to have been made through and including the date on which such payment is actually received by the Provider. Such interest shall accrue at a monthly rate equal to the lesser of the then prevailing prime rate of interest as published in The Wall Street Journal or the maximum interest rate permitted by Applicable Law. 7. General Covenants. 7.1 Provider’s Covenants. Provider covenants and agrees as follows: 7.1.1 Permits and Approvals. While performing this Agreement, Provider shall obtain and maintain all approvals, consents, licenses and permits from relevant Governmental Authorities, utility personnel, and (to the extent known to Provider) the Site’s owners, if Customer is not the owner of the Site, and other agreements and consents required to be obtained and maintained by Provider and to enable Provider to perform such work. Provider shall deliver copies of all permits and approvals obtained pursuant to this Section to Customer. 15 7.1.2 Health and Safety. Provider shall take all reasonably necessary safety precautions in performing this Agreement and shall comply in all material respects with all Applicable Laws pertaining to the safety of persons and real and personal property. 7.1.3 Removal of Liens. Provider shall not directly or indirectly cause, create, incur, assume or suffer to exist any mortgage, pledge, lien (including mechanics’, laborers’ or materialmen’s liens), charge, security interest, encumbrance or claim of any nature (“Liens”) on or with respect to the Site or any interest therein; provided that this Section 7.1.3 shall not limit Liens on the System. If Provider breaches its obligations under this Section, it shall immediately notify Customer in writing, shall promptly cause such Lien to be discharged and released of record without cost to Customer, and shall defend and indemnify Customer against all costs and expenses (including reasonable attorneys’ fees and court costs at trial and on appeal) incurred in discharging and releasing such Lien. 7.1.4 Provider Records. Provider shall keep complete and accurate records of its operations hereunder and shall maintain such data as may be necessary to determine with reasonable accuracy any item relevant to this Agreement. Customer has the right to examine all such records insofar as may be necessary for the purpose of ascertaining the reasonableness and accuracy of any statements of costs relating to transactions hereunder. 7.2 Customer’s Covenants. Customer covenants and agrees as follows: 7.2.1 Health and Safety. Customer shall at all times maintain the areas of the Site consistent with all Applicable Laws pertaining to the health and safety of persons and property. 7.2.2 Security. Customer shall provide and take reasonable measures for security of the System, including commercially reasonable monitoring of the Site’s alarms, if any. 7.2.3 Notice of Damage. Customer shall promptly notify Provider of any matters of which it becomes aware pertaining to any damage to or loss of the use of the System or that could reasonably be expected to adversely affect the System. 7.2.4 Liens. Customer shall not directly or indirectly cause, create, incur, assume or suffer to exist any Liens on or with respect to the System or any interest therein. Customer also shall pay promptly any taxes, charges or fees of whatever type of any relevant Governmental Authority for which Customer is responsible under Section 6.2 before a fine or penalty may attach to the System. If Customer breaches its obligations under this Section, it shall immediately notify Provider in writing, and shall promptly cause such Lien on or with respect to the System (including if such arises in favor of any third party claiming through Customer, such as a lender, mortgagee or encumbrancer of real property) to be removed, discharged and released of record without cost to Provider, and shall defend, indemnify and hold Provider harmless against all costs and expenses (including reasonable attorneys’ fees and court costs at trial and on appeal) incurred in removing, discharging and releasing such Lien. 16 7.2.5 Consents and Approvals. Customer shall obtain and maintain, and secure and deliver to Provider copies of, all consents, approvals, permits, licenses, and authorizations (or evidence that the project—including the System, and the work and Solar Services described in this Agreement—is exempt from the regulatory jurisdiction of local agencies (including zoning, building, and land-use requirements) or that all required local agency approvals and permits have been obtained) relating to the performance of Customer’s obligations and the rights granted by Customer hereunder, and that are required by the terms, conditions or provisions of any restriction or any agreement or instrument or statute to which Customer is a party or by which Customer is bound, including completing applications for interconnection with Customer’s local electric utility. Customer shall use best efforts to assist Provider in fulfilling Provider’s responsibilities under Section 7.1.1. In addition, as a condition precedent to the effectiveness of this Agreement, Customer covenants that it has obtained all discretionary and other approvals required in connection with the project from its governing board and all applicable Government Authorities and that such board or Governmental Authority complied with the California Environmental Quality Act; or, if no other discretionary approvals were required, such board or Governmental Authority approved this Agreement before it was executed. 7.2.6 Maintenance of Interconnection. Customer shall ensure that all of the facilities to which the Energy is delivered hereunder remain interconnected to the electrical grid during the entire Term, except as permitted under Section 4.5 and Section 9. 7.2.7 Solar Access. Customer shall ensure that the System remains free of overshadowing or other blocked access to sunlight during the Term, and it is acknowledged and agreed by the Parties that the foregoing is a material obligation of the Customer for the purposes of this Agreement. Customer will use best efforts to secure a solar easement for the Site to prevent other buildings, structures or flora from overshadowing or otherwise blocking access of the sunlight to the System. Provider shall provide assistance to Customer in seeking a solar easement; however, Customer shall bear all costs and expenses related to obtaining any such easement. 7.2.8 Customer Records. Customer shall keep complete and accurate records of its operations hereunder and shall maintain such data as may be necessary to determine with reasonable accuracy any item relevant to this Agreement. Provider shall have the right to examine all such records insofar as may be necessary for the purpose of ascertaining the reasonableness and accuracy of any statements of costs relating to transactions hereunder. 8. Insurance Requirements. 8.1 Provider’s General Liability Insurance. Provider shall maintain, at its sole expense, commercial general liability insurance, including products and completed operations and personal injury insurance, in a minimum amount of one million dollars ($1,000,000) per occurrence and in the aggregate, endorsed to provide contractual liability in said amount, specifically covering Provider’s obligations under this Agreement and naming Customer as an additional insured. The minimum coverage amount of $1,000,000 per occurrence and in the aggregate may be satisfied by a combination of a general liability policy and an excess/umbrella liability policy. Provider, if it has employees, shall also maintain at all times during the term of 17 this Agreement workers’ compensation insurance coverage in accordance with the applicable requirements of federal and state law. Within thirty (30) days after execution of this Agreement and upon Customer’s request annually thereafter, Provider shall deliver to Customer certificates of insurance evidencing such coverage, which shall specify that Customer shall be given at least thirty (30) days’ prior written notice by the applicable insurer in the event of any material modification, cancellation or termination of coverage, except ten (10) days for non- payment of premium. Such insurance shall be primary coverage without right of contribution from any insurance of Customer. 8.2 Customer’s Insurance. Customer shall provide and maintain “all-risk” property insurance covering the buildings on which the System is located during all periods (construction and operation) that Provider is the beneficial owner of the System, and naming Provider or its assignee as the loss payee. The System shall be insured for not less than its Termination Value. All such policies shall be with financially sound and reputable insurance companies that have an (i) A.M. Best rating of A+ and a financial strength category of “XII” or higher, (ii) a Standard & Poor’s financial strength rating of A+ or higher, or (iii) are otherwise reasonably satisfactory to the Provider or its assignee; and such policies shall be on terms that are reasonably satisfactory to the Provider or its assignee. Within thirty (30) days after execution of this Agreement and upon Provider’s request annually thereafter, Customer shall deliver to Provider certificates of insurance evidencing such coverage, which shall specify that Provider shall be given at least thirty (30) days’ prior written notice (10 days’ notice for cancellation due to nonpayment of premiums) by the applicable insurer in the event of any material modification, cancellation or termination of coverage. Such insurance shall be primary coverage without right of contribution from any insurance of Provider. Notwithstanding the foregoing, Customer shall be entitled to self- insure all of its insurance requirements under this Agreement. 9. Force Majeure Events. If either Party is prevented from or delayed in performing any of its obligations under this Agreement by reason of a Force Majeure Event, such Party shall notify the other Party in writing as soon as practicable after the onset of such Force Majeure Event and shall be excused from the performance of its obligations under this Agreement to the extent that such Force Majeure Event interferes with such performance. The Party whose performance under this Agreement is prevented or delayed as the result of a Force Majeure Event shall use reasonable efforts to remedy its inability to perform. If a Party’s failure to perform its obligations under this Agreement is due to a Force Majeure Event, then such failure shall not be deemed a Provider Default or a Customer Default, as the case may be. In case a Force Majeure Event continues for at least one (1) year with respect to the System, then either Party may terminate this Agreement by written notice to the other. 18 10. Term; Customer Options; Termination. 10.1 Term. The term of this Agreement shall commence on the Effective Date and shall expire on the date that is twenty-five (25) years after the Commercial Operation Date (the “Expiration Date”), unless and until terminated earlier pursuant to Sections 3.1, 3.2, 3.3, 9, 10.2.3, 10.6 or 12 (the date of any such termination, the “Termination Date”, and the “Term” being such period of time commencing on the Effective Date and ending on the earlier of (i) the Termination Date, and (ii) the Expiration Date). 10.2 Customer Options Upon Cessation of Business Operations at Site. If, prior to the end of the Term, Customer ceases to conduct business operations at the Site, vacates the Site, or is prevented from allowing operation of the System on the Site: 10.2.1 Substitute Site. So long as Customer’s exercise of its rights under this Section 10.2.1 does not impair or reduce any Environmental Financial Incentives that may be available to the Provider, or otherwise have an adverse tax effect on Provider, or in the Provider’s sole discretion and determination, impair Provider’s ability to meet any and all obligations in connection with a Financing Party or a prospective financing transaction, Customer shall have the right to provide Provider with a mutually agreeable substitute Site located within the same utility district, subject to requisite governing agency approvals, to relocate the System, which agreement shall not be unreasonably withheld, or, if not available, in a location with similar solar insolation, utility rates, Environmental Attributes and Environmental Financial Incentives. Any such alternate Site shall have a similar demand charge profile as the Site. If such alternate Site is available and is acceptable to Provider, this Agreement shall be amended to delete the prior Site and add the new Site, but otherwise this Agreement shall remain in full force in accordance with its terms and shall not be deemed otherwise amended. Customer shall pay the reasonable costs arising in connection with the relocation(s) of the System, including removal costs, installation costs, any applicable interconnection fees, costs related to obtaining a site license or lease at the substitute site, other costs of deployment at the substitute Site, and amounts lost that would otherwise be payable under this Agreement due to such relocation(s) to Provider based on delivered Energy averaged over the prior twelve months for the System. 10.2.2 Move and Pay Option. So long as such event does not impair or reduce any Environmental Attributes or Environmental Financial Incentives, Customer may elect to pay or guarantee the payment of the remaining monthly amounts due under this Agreement to Provider, and cause the System to be kept in operation at the Site, in each case through the remainder of the Term. 10.2.3 Termination and Payment of Termination Value. If, beginning in the sixth year following the Commercial Operation Date, a substitute Site cannot be located in accordance with Section 10.2.1 with respect to the System and Customer elects not to avail itself of the provisions of Section 10.2.2 with respect to the System, then Customer shall so notify Provider, Provider shall remove the System (at Customer’s sole cost and expense) and Customer shall pay to Provider the then-applicable Termination Value specified in Column A of Schedule D 19 as liquidated damages, whereupon this Agreement shall terminate. The Parties agree that actual damages to Provider if this Agreement is terminated as contemplated in this Section 10.2 would be difficult to ascertain, and the applicable Termination Value is a reasonable approximation of the damages suffered by Provider as a result of early termination of this Agreement. 10.3 Customer Options Upon Expiration of Term. 10.3.1 Extension of Term. Upon prior written notice to Provider at least one-hundred eighty (180) days prior to the Expiration Date, Customer has the option to renew the term of this Agreement with respect to the System and Solar Services for one (1) additional three (3)-year period at the Renewal Rate. 10.3.2 Purchase of System. If Customer has not elected to renew the term of this Agreement in accordance with Section 10.3.1, Customer may purchase the System by providing Provider written notice of its intent to purchase the System no later than one-hundred and eighty (180) days prior to the Expiration Date, and paying Provider the Fair Market Value thereof no later than the relevant Expiration Date. The “Fair Market Value” of the System shall be the value determined by the mutual agreement of Customer and Provider within ten (10) days after receipt by Provider of Customer’s notice of its election to purchase the System. If Customer and Provider cannot mutually agree to a Fair Market Value, then the Parties shall jointly select a nationally recognized independent appraiser with whom the parties have discussed methods and assumptions, with experience and expertise in the solar photovoltaic industry to value such equipment. Such appraiser shall act reasonably and in good faith to determine the Fair Market Value and shall set forth such determination in a written opinion delivered to the Parties. The valuation made by the appraiser shall be binding on the Parties in the absence of fraud or manifest error. The costs of the appraisal shall be borne by the Parties equally. To the extent transferable, the remaining period, if any, on all warranties for the System will be transferred from Provider to Customer. If the Parties are unable to agree on the selection of an appraiser, such appraiser shall be jointly selected by the appraiser firm proposed by the Customer and the appraiser firm proposed by the Provider. Upon receipt by Provider of payment of the Fair Market Value, title to the System as well as available Environmental Attributes and Environmental Financial Incentives from the System shall transfer to Customer as-is, where-is. 10.3.3 Return of System. If at the end of a Term, or an Extension of Term pursuant to Section 10.3.1, Customer does not exercise any of the options described in Sections 10.3.1 and 10.3.2, Provider shall remove all of its tangible property comprising the System from the Site by a mutually convenient date but in no case later than one hundred eighty (180) days after the Expiration Date with respect to the System. The cost to remove the System shall be borne by the Provider. The portion of the Site on which the System was installed shall be returned to its original condition, except for ordinary wear and tear, and Provider shall leave the portion of the Site on which the System was installed in neat and clean order. 10.4 Customer Purchase Options Prior to Expiration Date. 10.4.1 On the later to occur of the sixth (6th) anniversary of the Commercial Operation Date, provided that no Customer Default shall have occurred and be continuing beyond any applicable period of cure, Customer may elect to purchase all, but not less than all, of the System. If Customer elects to so purchase the System, 20 the purchase price shall be the higher of the then Fair Market Value of the System (calculated in accordance with the definition of Fair Market Value set forth in Section 10.3.2 for the System, and such determination to be at Customer’s sole cost and expense), or the then-current Termination Value specified in Column A of Schedule D. Not less than one-hundred-and-eighty (180) days prior to the exercise of the purchase option for the System, Customer shall provide written notice to Provider of Customer’s exercise thereof. Upon the exercise of the foregoing purchase option plus receipt of the Value as determined in Section 10.4 above and all other amounts then owing by Customer to Provider, the Parties will execute all documents necessary to cause title to the System to pass to Customer as-is, where- is; provided, however, that Provider shall remove any encumbrances placed on the System by Provider at Customer’s expense. 10.4.2 On the later to occur of the fifteenth (15th) anniversary of the Commercial Operation Date, provided that no Customer Default shall have occurred and be continuing beyond any applicable period of cure, Customer may elect to purchase the System. If Customer elects to so purchase the System, the purchase price shall be the higher of the then Fair Market Value of the System (calculated in accordance with the definition of “Fair Market Value” set forth in Section 10.3.2 for the System, and such determination to be at Customer’s sole cost and expense), and the amount specified in Column A of Schedule D. Not less than one-hundred-and- eighty (180) days prior to the exercise of the purchase option for the System, Customer shall provide written notice to Provider of Customer’s exercise thereof. Upon the exercise of the foregoing purchase option plus receipt of the Fair Market Value and all other amounts then owing by Customer to Provider, the Parties will execute all documents necessary to cause title to the System to pass to Customer as-is, where-is; provided, however, that Provider shall remove any encumbrances placed on the System by Provider at Customer’s expense. 10.5 Payment of Termination Value on Termination Date. In the event that the Termination Date has occurred for reasons other than pursuant to Sections 3.1.2., 10.6 or 12.1.1, Customer shall be required to pay to Provider the then-applicable Termination Value specified in Column A of Schedule D as liquidated damages. The Parties agree that actual damages to Provider in the event this Agreement terminates prior to the expiration of the Term for causes attributable to Customer would be difficult to ascertain, and the applicable Termination Value is a reasonable approximation of the damages suffered by Provider as a result of early termination of this Agreement. 10.6 Provider Termination. Provider shall have the right, in Provider’s sole and absolute discretion, to terminate this Agreement upon written notice if any of the following occurs: 10.6.1 at any time until construction of the System commences Provider determines in its sole discretion that it is unable to install the System at the Site; 21 10.6.2 if the occurrence of an unstayed order of a court or administrative agency has the effect of subjecting the sales of the Energy to federal or state regulation of the prices therefor and/or the delivery of the service; 10.6.3 the elimination or alteration of one or more Environmental Financial Incentives or other change in law that results in a material adverse economic impact on Provider; or 10.6.4 if the annual direct beam solar resource availability at the Site is less than or equal to 90% of historical averages as measured by long-term weather data (minimum of five (5) years) collected at the Site and/or other reliable calibrated and appropriate weather station representative of the Site. In the event of a Provider termination under this Section 10.6, Provider shall remove all of its tangible property comprising the System from the Site by a mutually convenient date but in no case later than one hundred eighty (180) days after the Termination Date. The cost to remove the System shall be borne by the Provider. The portion of the Site on which the System was installed shall be returned to its original condition, except for ordinary wear and tear, and Provider shall leave the portion of the Site on which the System was installed in neat and clean order. 11. Defaults. 11.1 Customer Default. The occurrence at any time of any of the following events shall constitute a “Customer Default”: 11.1.1 Failure to Pay. The failure of Customer to pay during the Term any amounts owing to Provider on or before the date on which such amounts are due and payable under the terms of this Agreement and Customer’s failure to cure such failure within fifteen (15) days after Customer receives written notice of each such failure from Provider; 11.1.2 Failure to Maintain Phone/Data Line. Unless due to a Force Majeure Event excused by Section 9, the failure of Customer to maintain and grant Provider access to the phone and other communications lines required to be maintained pursuant to Section 4.1.3 and Customer’s failure to cure such failure within twenty (20) business days after Customer receives written notice of such failure from Provider; provided that in any event if such failure shall continue for at least five (5) days after notice to Customer and shall result in lost revenue to Provider, Provider shall be entitled to reasonably estimate the amount of revenue that would have been obtained and shall invoice Customer therefor; 11.1.3 Failure to Perform Other Obligations. Unless due to (i) a Force Majeure Event excused by Section 9, or (ii) a breach of paragraph 2 of Section 2 (License), the failure of Customer to perform or cause to be performed any other material obligation required to be performed by Customer under this Agreement, or the failure of any representation, covenant, or warranty set forth herein to be true and correct as and when made; provided, however, that if such failure by its nature can be cured, then Customer shall have a period of thirty (30) business 22 days after receipt of written notice from Provider of such failure to Customer to cure the same and a Customer Default shall not be deemed to exist during such period; provided, further, that if Customer commences to cure such failure during such period and is diligently and in good faith attempting to effect such cure, said period shall be extended for one hundred twenty (120) additional days; 11.1.4 Bankruptcy, Etc. (a) Customer admits in writing its inability to pay its debts generally as they become due; (b) Customer files a petition or answer seeking reorganization or arrangement under the federal bankruptcy laws or any other applicable law or statute of the United States of America or any State, district or territory thereof; (c) Customer makes an assignment for the benefit of creditors; (d) Customer consents to the appointment of a receiver of the whole or any substantial part of its assets; (e) Customer has a petition in bankruptcy filed against it, and such petition is not dismissed within ninety (90) days after the filing thereof; (f) a court of competent jurisdiction enters an order, judgment, or decree appointing a receiver of the whole or any substantial part of Customer’s assets, and such order, judgment or decree is not vacated or set aside or stayed within ninety (90) days from the date of entry thereof; or (g) under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of the whole or any substantial part of Customer’s assets and such custody or control is not terminated or stayed within ninety (90) days from the date of assumption of such custody or control; or 11.1.5 Failure of Site Access. A breach by Customer of the License occurs and Customer fails to cure such breach within five (5) days after Customer receives written notice of such breach from Provider. 11.2 Provider Default. The occurrence at any time of the following event shall constitute a “Provider Default”: 11.2.1 Failure to Perform Obligations. Unless due to a Force Majeure Event excused by Section 9, the failure of Provider to perform or cause to be performed any obligation required to be performed by Provider under this Agreement or the failure of any representation and warranty set forth herein to be true and correct as and when made; provided, however, that if such failure by its nature can be cured, then Provider shall have a period of thirty (30) business days after receipt of written notice from Customer of such failure to Provider to cure the same and a Provider Default shall not be deemed to exist during such period; provided, further, that if Provider commences to cure such failure during such period and is diligently and in good faith attempting to effect such cure, said period shall be extended for one-hundred twenty (120) additional days; or 11.2.2 Bankruptcy, Etc. (a) Provider admits in writing its inability to pay its debts generally as they become due; (b) Provider files a petition or answer seeking reorganization or arrangement under the federal bankruptcy laws or any other applicable law or statute of the United States of America or any State, district or territory thereof; (c) Provider makes an assignment for the benefit of creditors; (d) Provider consents to the appointment of a receiver of the whole or any substantial part of its assets; (e) Provider has a petition in bankruptcy filed against it, and such petition is not dismissed within ninety (90) days after the filing thereof; (f) a 23 court of competent jurisdiction enters an order, judgment, or decree appointing a receiver of the whole or any substantial part of Provider’s assets, and such order, judgment or decree is not vacated or set aside or stayed within ninety (90) days from the date of entry thereof; or (g) under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of the whole or any substantial part of Provider’s assets and such custody or control is not terminated or stayed within ninety (90) days from the date of assumption of such custody or control. 12. Remedies Following Default. 12.1 Customer’s Remedies Upon Occurrence of a Provider Default. 12.1.1 Termination. If a Provider Default has occurred and is continuing, then Customer may terminate this Agreement by providing written notice to Provider thereof, and this Agreement shall terminate and be of no further force or effect as of the date of the notice according to Section 14.1. 12.1.2 Other Rights and Remedies. If any Provider Default described under Section 11.2 has occurred and Customer has terminated this Agreement as a result thereof in accordance with the terms of Section 12.1.1 above, then, subject to Section 12.3, Provider shall pay to Customer an amount not to exceed the then-present value (discounted at the prevailing prime rate of interest as published in The Wall Street Journal on the day preceding the date of determination) of (a) the cash flows equal to the product of (i) the positive difference, if any, of the price per kWh for commercially available, utility-provided energy in the applicable market(s) (which shall not include related charges such as delivery, service, distribution, or taxes) minus the kWh Rate of Energy hereunder (as such kWh Rate would have been escalated over time pursuant to the terms hereof) hereof, multiplied by (ii) the number of days remaining in the term of this Agreement had it not been terminated times the expected daily number of kWh of Energy to be delivered under this Agreement, calculated by dividing the Estimated Year 1 Production set forth in Schedule B, adjusted for as-built System, by 365. Provider’s payment to Customer of the amounts set forth in this Section 12.1.2 shall not in any way limit the other remedies at law or in equity that Customer may pursue as damages for Provider’s breach of this Agreement; provided, however, that such damages pursued by Customer are subject to the limitation provisions of Sections 12.3 and 12.5. 12.2 Provider’s Remedies Upon Customer Default. In addition to any other remedies available under this Agreement or at law, if a Customer Default has occurred and is continuing, then Provider may terminate this Agreement by providing written notice to Customer thereof, and this Agreement shall terminate and be of no further force or effect as of the date of the notice according to Section 14.1 and Provider shall have the right to (a) cause Customer to pay (and Customer shall have the obligation to pay to Provider) the applicable Termination Value set forth in Column A of Schedule D and (b) enter onto the Site and remove the System in accordance with the last sentence of Section 10.2.3. 24 12.3 No Consequential Damages. Nothing in this Agreement is intended to cause either Party to be, and neither Party shall be, liable to the other Party for any lost business, lost profits or revenues from others or other special or consequential damages, all claims for which are hereby irrevocably waived by Customer and Provider. Notwithstanding the foregoing, none of the payments for the Energy or any other amount specified as payable by Customer to Provider under the terms of this Agreement upon the termination of this Agreement shall be deemed consequential damages 12.4 Effect of Termination of Agreement. Upon the Termination Date or the Expiration Date, as applicable, any amounts then owing by a Party to the other Party shall become immediately due and payable and the then future obligations of Customer and Provider under this Agreement shall be terminated (other than the indemnity obligations set forth in Section 13). Such termination shall not relieve either Party from obligations accrued prior to the effective date of termination or expiration. 12.5 Limitation of Liability. THE TOTAL LIABILITY OF A PARTY TO THE OTHER PARTY FOR ALL CLAIMS OR SUITS OF ANY KIND, WHETHER BASED UPON THIS AGREEMENT, TORT (INCLUDING NEGLIGENCE BUT EXCLUDING THIRD PARTY TORT CLAIMS FOR PERSONAL INJURY OR PROPERTY DAMAGE ARISING FROM THE PERFORMANCE OF THIS AGREEMENT), WARRANTY, STTRICT LIABILITY OR OTHERWISE, FOR ANY LOSSES, DAMAGES, COSTS OR EXPENSES OF ANY KIND WHATSOEVER ARISING OUT OF, RESULTING FROM OR RELATED TO THE PERFORMANCE OR BREACH OF THIS AGREEMENT SHALL, UNDER NO CIRCUMSTANCES, EXCEED $308,072, PROVIDED THAT THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO (A) LIABILITY FOR FRAUD OR WILLFUL MISCONDUCT OF ANY PERSON; (B) LIABILITY UNDER THE INDEMNIFICATION PROVISIONS OF THIS AGREEMENT FOR CLAIMS OF THIRD PARTIES FOR PERSONAL INJURY OR PROPERTY DAMAGE ARISING FROM THIS AGREEMENT; OR (C) PAYMENT OF THE KWH RATE. THE LIMITATION OF LIABILITY PROVIDED FOR HEREIN SHALL NOT BE USED TO LIMIT OR REDUCE ANY AVAILABLE INSURANCE. 13. Indemnification. 13.1 Indemnification by Provider. Provider shall fully indemnify, save harmless and defend Customer from and against any and all costs, claims, and expenses incurred by Customer in connection with or arising from any claim by a third party for physical damage to or physical destruction of property, or death of or bodily injury to any Person, but only to the extent caused by (a) the negligence or willful misconduct of Provider or its agents or employees or others under Provider’s control in performing this Agreement, and 25 (b) a Provider Default under this Agreement; provided, however, that nothing in this Section 13.1 is intended to modify the limitation of Provider’s liability set forth in Section 12.3 above; provided further that to the extent Customer recovers such damages, losses and expenses under any insurance policy, Customer shall reimburse any payment made by Provider under this indemnity. 13.2 Indemnification by Customer. Without limiting the provisions of Section 8, Customer shall fully indemnify, save harmless and defend Provider or its assignees and successors from and against any and all costs, claims, and expenses incurred by Provider in connection with or arising from any claim by a third party for physical damage to or physical destruction of property, or death of or bodily injury to any Person, but only to the extent caused by (a) the negligence or willful misconduct of Customer or its agents or employees or others under Customer’s control at the Site or (b) a Customer Default hereunder; provided, however, that nothing in this Section 13.2 is intended to modify the limitation of Customer’s liability set forth in Section 12.3 above; provided further that to the extent Provider recovers such damages, losses and expenses under any insurance policy, Provider shall reimburse any payment made by Customer under this indemnity. 13.3 Notice of Claims. Any Party seeking indemnification hereunder (the “Indemnified Party”) shall deliver to the other Party (the “Indemnifying Party”) a 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 after the Indemnified Party receives notice that an action at law or a suit in equity has commenced; provided, however, that failure to deliver the Claim Notice as aforesaid shall not relieve the Indemnifying Party of its obligations under this Section 13, except to the extent that such Indemnifying Party has been prejudiced by such failure. 13.4 Defense of Action. If requested by an 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 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 Section 13 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 26 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. 13.5 Survival of Provisions. The provisions of this Section 13 shall survive the expiration or termination of this Agreement. 14. Miscellaneous Provisions. 14.1 Notices. All notices, communications and waivers under this Agreement shall be in writing and shall be (a) delivered in person or (b) mailed, postage prepaid, either by registered or certified mail, return receipt requested or (c) sent by reputable overnight express courier, addressed in each case to the addresses set forth below, or to any other address either of the parties to this Agreement shall designate in a written notice to the other Party: If to Provider: Solar Star Co Co 1, LLC c/o SunPower Corporation 1414 Harbour Way South, Suite 1901 Richmond, CA 94804 Attention: Julie Williamson, Project Administration Phone:510-540-0550 Fax:510-540-0552 If to Customer: Contra Costa County Public Works Dept. Capital Projects Management Division Attn: Energy Manager 40 Muir Road Martinez, CA 94553Phone: 925-313-2000 Fax: 925-313-2333 All notices sent pursuant to the terms of this Section 14.1 shall be deemed received (i) if personally delivered, then on the date of delivery, (ii) if sent by reputable overnight, express courier, then on the next business day immediately following the day sent, or (iii) if sent by registered or certified mail, then on the earlier of the third (3rd) business day following the day sent or when actually received. 27 14.2 Authority. 14.2.1 Provider Representations. Provider hereby represents and warrants that: (a) It is a Delaware limited liability company duly organized, validly existing and in good standing under the laws of the state of its formation and has all requisite limited liability company power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby; (b) The execution and delivery of this Agreement and the performance of its obligations hereunder have been duly authorized by all necessary limited liability company action; (c) This Agreement is a legal, valid and binding obligation of Provider enforceable against Provider in accordance with its terms, subject to the qualification, however, that the enforcement of the rights and remedies herein is subject to (i) bankruptcy and other similar laws of general application affecting rights and remedies of creditors and (ii) the application of general principles of equity (regardless of whether considered in a proceeding in equity or at law); (d) To the best knowledge of Provider, as of the date of execution hereof, no governmental approval (other than any governmental approvals that have been previously obtained or disclosed in writing to Customer) is required in connection with the due authorization, execution and delivery of this Agreement by Provider or the performance by Provider of its obligations hereunder which Provider has reason to believe that it will be unable to obtain in due course on or before the date required for Provider to perform such obligations; and (e) Neither the execution and delivery of this Agreement by Provider nor compliance by Provider with any of the terms and provisions hereof (i) conflicts with, breaches or contravenes the provisions of the articles of formation or operating agreement of Provider or any contractual obligation of Provider or (ii) results in a condition or event that constitutes (or that, upon notice or lapse of time or both, would constitute) an event of default under any material contractual obligation of Provider. 14.2.2 Customer Representations. Customer hereby represents and warrants that: 28 (a) It is a political subdivision of the State of California, validly existing and in good standing under the laws of the state of its formation and has all requisite power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby; (b) The execution and delivery of this Agreement and the performance of its obligations hereunder have been duly authorized by all necessary governmental action; (c) This Agreement is a legal, valid and binding obligation of Customer enforceable against Customer in accordance with its terms, subject to the qualification, however, that the enforcement of the rights and remedies herein is subject to (i) bankruptcy and other similar laws of general application affecting rights and remedies of creditors and (ii) the application of general principles of equity (regardless of whether considered in a proceeding in equity or at law); (d) No governmental approval (other than any governmental approvals which have been previously obtained or disclosed in writing to Provider) is required in connection with the due authorization, execution and delivery of this Agreement by Customer or the performance by Customer of its obligations hereunder which Customer has reason to believe that it will be unable to obtain in due course; (e) Neither the execution and delivery of this Agreement by Customer nor compliance by Customer with any of the terms and provisions of this Agreement results in a condition or event that constitutes (or that, upon notice or lapse of time or both, would constitute) an event of default under any contractual obligation of Customer; (f) Customer has not entered into any contracts or agreements with any other person regarding the provision of the services at the Site contemplated to be provided by Provider under this Agreement; and (g) None of the electricity to be generated by the Provider will be used to generate energy for the purpose of heating a swimming pool. 14.3 Assignment 14.3.1 Provider Assignment. 29 Provider may assign this Agreement upon written notice thereof to Customer, provided that any such assignment shall be to an assignee capable of performing Provider’s obligations hereunder. Provider may, without any consent of Customer, sell, transfer, assign or pledge (or grant security interests in) its rights, title and interest in this Agreement, and/or any monies due under this Agreement to a Financing Party, in connection with any financing for the ownership, acquisition, construction, operation or use of the System. 14.3.2 Customer Assignment. Customer shall not assign all or any part of this Agreement to any entity other than an affiliate of Customer without the prior written consent of the Provider, which shall not be unreasonably withheld. Customer may not assign this Agreement to any Person, including an affiliate, with a credit rating lower than that of Customer without providing matching credit support in the form of cash, letter(s) of credit, or other security reasonably acceptable to Provider. Any assignment by the Customer not permitted under this Section 14.3 shall be void ab initio. In the event that Customer decides to sell or otherwise transfer the Site or a portion thereof upon which the System is located, Customer may (i) with Provider’s prior written consent, which will not be unreasonably withheld or delayed, assign this Agreement to the Site purchaser who shall assume all of Customer’s obligations under this Agreement and Provider shall release Customer from any further liability associated with this Agreement, or (ii) terminate this Agreement by paying Provider the Termination Value applicable to the date of termination. Upon payment of the Termination Value, the Parties will execute all documents necessary to cause title to the System to pass to Customer as-is, where-is. The Customer does not have the present intention of making any transfer of the Site or that portion of the Site on which the System is located; provided, however, nothing herein shall prohibit Customer from making any transfer of the Site or any portion thereof on which System is located, subject to the provisions set forth above. 14.4 Successors and Assigns. The rights, powers and remedies of each Party shall inure to the benefit of such party and its successors and permitted assigns. 14.5 Entire Agreement. This Agreement (including all exhibits and schedules attached hereto) represent the entire agreement between the parties to this Agreement with respect to the subject matter hereof and thereof and supersede all prior and contemporaneous oral and prior written agreements. 30 14.6 Amendments to Agreement. This Agreement shall not be amended, modified or supplemented without the written agreement of Provider and Customer at the time of such amendment, modification or supplement. 14.7 Waivers; Approvals. No waiver of any provision of this Agreement shall be effective unless set forth in writing signed by the Party making such waiver, and any such waiver shall be effective only to the extent it is set forth in such writing. Failure by a Party to insist upon full and prompt performance of any provision of this Agreement, or to take action in the event of any breach of any such provisions or upon the occurrence of any Provider Default or Customer Default, as applicable, shall not constitute a waiver of any rights of such Party, and, subject to the notice requirements of this Agreement, such Party may at any time after such failure exercise all rights and remedies available under this Agreement with respect to such Provider Default or Customer Default. Receipt by a Party of any instrument or document shall not constitute or be deemed to be an approval of such instrument or document. Any approvals required under this Agreement must be in writing, signed by the Party whose approval is being sought. 14.8 Partial Invalidity. In the event that any provision of this Agreement is deemed to be invalid by reason of the operation of Applicable Law, Provider and Customer shall negotiate an equitable adjustment in the provisions of the same in order to effect, to the maximum extent permitted by law, the purpose of this Agreement (and in the event that Provider and Customer cannot agree then such provisions shall be severed from this Agreement) and the validity and enforceability of the remaining provisions, or portions or applications thereof, shall not be affected by such adjustment and shall remain in full force and effect. 14.9 Execution in Counterparts. This Agreement may be executed in counterparts, and all said counterparts when taken together shall constitute one and the same Agreement. 14.10 Governing Law; Jurisdiction; Forum. This Agreement shall be governed by and construed in accordance with the internal laws of the State of California. Customer irrevocably agrees that any action, suit or proceeding by or among Provider and Customer may be brought in whichever of the Superior Courts of the State of California, Alameda County, or the Federal Court for the Northern District of California, has subject matter jurisdiction over the dispute and waives any objection that Customer may now or hereafter have regarding the choice of forum whether on personal jurisdiction, venue, forum non conveniens or on any other ground. Customer irrevocably consents to the service 31 of process outside of the territorial jurisdiction of such courts by mailing copies thereof by registered or certified mail, postage prepaid, to Customer’s address set forth herein with the same effect as if Customer were a resident of the State of California and had been lawfully served in such state. Nothing in this Agreement shall affect the right to service of process in any other manner permitted by law. 14.11 Attorneys’ Fees. If any action shall be instituted between Customer and Provider in connection with this Agreement, the Party prevailing in such action shall be entitled to recover from the other Party all of its reasonable costs and expenses incurred in connection with such action by arbitration or other legal proceeding, including reasonable attorneys’ fees. 14.12 No Third Party Rights. This Agreement is only for the benefit of the parties to this Agreement, their successors and permitted assigns (including any lender or lessor of Provider) and Persons expressly benefited by the indemnity provisions of this Agreement. No other Person (including, without limitation, tenants of the Site) shall be entitled to rely on any matter set forth in, or shall have any rights on account of the performance or non-performance by any Party of its obligations under, this Agreement. 14.13 Treatment of Additional Amounts. The Parties hereto acknowledge and agree that Customer’s payment of the Termination Value constitute liquidated damages and not penalties. The Parties further acknowledge that in the case of the payment of the Termination Value: (a) the amount of loss or damages likely to be incurred is incapable or is difficult to precisely estimate, (b) the amounts specified hereunder bear a reasonable proportion and are not plainly or grossly disproportionate to the probable loss likely to be incurred by Customer or Provider as the case may be and (c) the Parties are sophisticated business parties and have been represented by legal counsel and negotiated this Agreement at arm’s length. 14.14 No Agency. This Agreement is not intended, and shall not be construed, to create any association, joint venture, agency relationship or partnership between the Parties or to impose any such obligation or liability upon either Party. Neither Party shall have any right, power or authority to enter into any agreement or undertaking for, or act as or be an agent or representative of, or otherwise bind, the other Party. 32 14.15 No Public Utility. Nothing contained in this Agreement shall be construed as an intent by Provider to dedicate its property to public use or subject itself to regulation as a “public utility” (as defined in the California Public Utilities Code or any other Applicable Law). 14.16 No Recourse to Affiliates. This Agreement is solely and exclusively between the Parties, and any obligations created herein on the part of either Party shall be the obligations solely of such Party. 14.17 Cooperation with Financing. Customer acknowledges that Provider may be financing the Solar Services and the System and Customer agrees that it shall reasonably cooperate with Provider and its financing parties in connection with such financing, including (a) the furnishing of information related to the System and this Agreement, and (b) the giving of a Financing Party acknowledgment in the form attached hereto as Exhibit B (each, a “Consent”); provided, that the foregoing undertaking shall not obligate Customer to materially change any rights or benefits, or materially increase any burdens, liabilities or obligations of Customer, under this Agreement except for providing notices and additional cure periods to a Financing Party with respect to events of default by Provider under this Agreement pursuant to the terms of the Consent. 14.18 Setoff. Except as otherwise set forth herein, each Party reserves to itself all rights, setoffs, counterclaims and other remedies and/or defenses to which it is or may be entitled, arising from or out of this Agreement. 14.19 Service Contract. The Parties intend this Agreement to be treated as a service contract within the meaning of Section 7701(e)(3) of the Code. 15. Confidential Information. 15.1 Each Party (the “Receiving Party”) shall not use for any purpose other than performing its obligations under this Agreement, or divulge, disclose, produce, publish, or permit access to, without the prior written consent of the other Party (the “Disclosing Party”), any Confidential Information of the Disclosing Party. As used herein, the term “Confidential Information” means information or materials prepared in connection with this Agreement, designs, drawings, specifications, techniques, models, data, documentation, source code, object code, diagrams, flow charts, research, development, processes, procedures, know-how, manufacturing, development or marketing techniques and materials, development or marketing timetables, strategies and development plans, customer, supplier or personnel names and other information related to customers, 33 suppliers or personnel, pricing policies and financial information, and other information of a similar nature, whether or not reduced to writing or other tangible form, and any other trade secrets. Confidential Information does not include (a) information known to the Receiving Party prior to obtaining the same from the Disclosing Party; (b) information in the public domain at the time of disclosure by the Receiving Party; or (c) information obtained by the Receiving Party from a third party who did not receive same, directly or indirectly, from the Disclosing Party. The Receiving Party shall use the higher of the standard of care that the Receiving Party uses to preserve its own Confidential Information or a reasonable standard of care to prevent unauthorized use or disclosure of such Confidential Information. Notwithstanding anything herein to the contrary, the Receiving Party has the right to disclose Confidential Information without the prior written consent of the Disclosing Party: (i) as required by any court or other Governmental Authority, or by any stock exchange on which the shares of any Party are listed, (ii) as otherwise required by law, (iii) as advisable or required in connection with any government or regulatory filings, including without limitation, filings with any regulating authorities covering the relevant financial markets, (iv) to its attorneys, accountants, financial advisors or other agents, in each case bound by confidentiality obligations, (v) to banks, investors and other financing sources and their advisors, in each case bound by confidentiality obligations; or (vi) in connection with an actual or prospective merger or acquisition or similar transaction where the party receiving the Confidential Information is bound by confidentiality obligations. If a Receiving Party believes that it will be compelled by the law or a court or other Governmental Authority to disclose Confidential Information of the Disclosing Party, it shall give the Disclosing Party prompt written notice, and in all cases not less than five (5) business days’ notice in advance of disclosure, so that the Disclosing Party may determine whether to take steps to oppose such disclosure. 16. Estoppel Certificate. Either Party hereto, without charge, at any time and from time to time, within twenty (20) 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 relevant person, firm or corporation specified by such requesting party: a) If true and correct, 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; b) 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 c) 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. 2 [THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK] [Signature Page to SPWR – Contra Costa County PPA] IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date set forth above. PROVIDER: SOLAR STAR CO CO 1, LLC By: SunPower AssetCo, LLC Its member By: Name: David McIlhenny Title: Vice President CUSTOMER: CONTRA COSTA COUNTY By: Name: Title: A-1 EXHIBIT A SYSTEM DESIGN AND CONSTRUCTION This Exhibit A sets forth the design, engineering and construction specifications for the System, as well as assumptions being made by the Provider regarding the existing condition at the Site, including but not limited to the building roof, building structure, ground conditions, electrical system including panels, inverter installation location, and security fencing. Capitalized terms used herein and not otherwise defined have the meaning given in the Agreement to which this exhibit is attached. 1. SYSTEM LOCATION AND DESCRIPTION: Descriptions of the site and system are located in Schedule A (Description of Site) and Schedule B (Description of System) of the Agreement. 2. PROJECT SCHEDULE: PORTFOLIO MILESTONES Tranche Contract Approval Date Commercial Operation Date 1000 Ward 1 6-18-2019 6/24/2020 30/40 Muir 1 6-18-2019 5/24/2020 597 Center 1 6-18-2019 6/13/2020 595 Center 2 6-18-2019 10/26/2020 50 Douglas 2 6-18-2019 9/22/2020 30 Douglas 2 6-18-2019 10/30/2020 2530 Arnold 3 6-18-2019 12/14/2020 4545 Delta Fair 3 6-18-2019 12/21/2020 4549 Delta Fair 3 6-18-2019 11/24/2020 1305 MacDonald 3 6-18-2019 12/21/2020 3. SCOPE OF WORK: System Design & Scope Design Documentation Provider shall provide comprehensive submittal packages for the 30% and 90% design sets as detailed below. Changes to 30% Customer approved drawings (scope lock) could result a change order. At a minimum, each submittal package shall include the elements required to convey in sufficient detail the following for each phase of the design: A-2 Submittal Requirement 30% Design Set 90% Design Set 1 Cover Sheet, with Content, Project Details, Directory, etc. X X 2 PV System Sizes & Production Estimates. X X 3 Overall Site Plan with PV Array Names, Conduit Routes, Tree/Light Removal, etc. X X 4 Electrical Site Plan Drawings & General Conduit Routing. X X 5 Electrical Single Line Diagrams. X X 6 Demolition Plans. X 7 Structural Drawings. X 8 Equipment Pad locations. X X 9 Mounting Details. X 10 Signage, Trenching, Installation, and Grounding Details. X 11 Monitoring System Details. X 13 Construction Schedule. Prelim Detailed 14 Manufacturer’s Cut Sheets with Equipment Specifications X 15 Civil Drawings (if applicable) X 16 Fire Access Plans X 17 Carport Lighting Plans X Production modeling of the PV system shall accurately simulate energy production for proposed system layouts, sizes, and orientation. Provider shall be responsible for updating the production models each time significant changes are made to the proposed system designs that will impact production. Solar Electrical Equipment and Conductors Conductors will be aluminum or copper according to Electrical Engineer of Record’s determination. AC feeder length from panel boards to equipment pad location and from equipment pad location to electrical tie-in is identified on the array layout drawings. AC feeder lengths from electrical equipment pad location to assumed point of interconnection, and length assumptions with equipment amperage ratings are shown on the single line drawing. Transformers are 480V:12kV, non-Dry-type by manufacturer of Provider’s choosing. Secondary containment is not included in the scope of the project. Battery Energy Storage System Requirements For sites with storage to be installed: A-3 • 13.5’ by 11’ minimum required area per storage unit. Area required includes storage unit, concrete pad, and clearance zone in front of units. • Storage unit must be located in an area free of combustible materials (nearby foliage and trees would need to be removed). • Storage unit must be separated from public foot traffic with a fence and must be separated from vehicle traffic with bollards. • Crane rental required to land up to 24,500 lb units. Location of units must accommodate both crane and semi-trailer truck access. • PVS5 DAS, Auxiliary Box, Energy Storage System, and all Accuvim meters (Site meter, PV output meter, and Storage meter) must all be located such that hardlined communication lines can connect these devices to the same Local Area Network. CAT5e/6 cable is preferred means of connection between all devices, which has a 330’ distance limit. Runs longer than 330’ will require additional equipment to accommodate. Utility Interconnection Coordination of shutdown may be required with Customer and local utility. Temporary power generators are excluded. Interconnection is scheduled for a minimum of 4 hours and is assumed to be performed during off-hours with prior written approval from Customer. Additional shutdowns will be required in order to assess physical condition of Customer’s switchgear. The utility will have 24/7 access to existing electric utility meters and the utility lockable disconnect locations for all electrical interconnections related to this project. Utility Requirements A cost of $172,012.58 is included for utility required electrical upgrades for the System at 30 Douglas Dr., Martinez, CA, as reflected in Pacific Gas & Electric’s Supplemental Review, Notification # 114209530; additional utility-required electrical equipment upgrades or replacements are not included. Any costs and / or schedule delays associated with unforeseen utility interconnection requirements, including but not limited to utility-owned equipment upgrades or additions, relay protection equipment external to the inverters, system impact studies, or telemetry requirements and interconnection studies are not included in this proposal. Facility Equipment Utility required circuit breaker coordination studies are not assumed for this project. A short-circuit coordination study is not included for this project. A-4 Solar system includes all standard interconnection related equipment on the Customer side of the meter, including panel circuit breakers, utility and/or visible utility lockable disconnect switches, solar metering, conduit, and wiring. Additional Customer-side protection required by the utilities above that provided by the certified inverters is not included. If harmonic data of the site is not available, Provider shall assume that the Harmonic data are within the acceptable limits of the Institute for Electrical and Electronics Engineers (IEEE) Standard 519. Soils and Structural Foundations Foundation assumptions are as follows for system options: • Drilled cast-in-place, 30” round caisson, 12’ Deep, approximately 2.5’ above grade, depending on existing topography. • Requirements for dewatering, sub grade rock removal, or other unforeseen conditions are not included. Canopy Structure Design Carport Canopies are at 10 degree tilt with 11 ft clear height. Roof Conditions Provider assumes no upgrading of the building structures or canopies will be required to support the added live and dead loads from the photovoltaic installation and rooftop equipment, or to resist added lateral or seismic loads. Modifications to the roof system and design and construction of supports, upgrades to the building structure or platforms are not included. Anchor and ballast counts are based on the wind load gradient method developed by Cermak Peterka Petersen, Inc, (CPP ) and SunPower, based on the CPP wind tunnel testing results presented in CPP’s report “CPP7979_SunPowerEWSystem_REP_SOL_R08” dated May 17th, 2018. Increased anchor and ballast counts resulting from other design methods will be the responsibility of the client. Site Name Anchor Count 30 Muir 71 595 center 27 50 Douglas 90 1000 Ward 170 597 Center 33 A-5 Provider is not responsible for normal wear and tear associated with the installation of the solar system. Provider reserves the right to inspect the roof to verify its condition. In addition, Provider may offer recommendations to the Customer on modifications to the roof system to improve its serviceability. Customer is responsible for any and all modifications to the roof system. Modifications of roof systems fall into four categories: • Modifications to improve roof condition / serviceability / useful life. • Modifications required by roofing manufacturer prior to installation of PV system on their roof system. (e.g. slip sheets, strapping, etc.) • Modifications required by Provider to make the roof a suitable substrate for the installation of PV. (e.g. air seals, batten bars, etc.) • 3rd party engineering and insurance company requirements. • Proposal assumes Customer-provided information accurately represents the existing site and roof conditions. This includes but is not limited to as-built drawings, roof reports, structural drawings, roof maintenance history, and roof warranty information. Failure to provide as-built drawings and structural drawings will cause schedule delay and added expense for acquisition of documentation through local authority having jurisdiction (“AHJ”). Provider is not responsible for additional costs or schedule delays. Drainage Special drainage requirements and/or drainage design and interconnection to Customer’s existing storm drain system or any other storm drain discharge system are not included. Carport designs do not include structural roof deck for storm water collection or protection. Permits Permit Provider Permit Customer Permit Cost Allocation Allotted Time following Application Building X Fire X Electrical X Conditional Use Permit NA Environmental Control NA Storm Water NA Soil Erosion and Sediment Control NA Environmental Impact Report (CEQA) NA Army Corps of Engineers NA Wetlands NA Water Quality NA Archeological NA A-6 Endangered Species NA Water Rights NA Mineral Rights NA Redevelopment Agency NA FAA Approvals NA Permit Allowance Schedule Site Allowance for Permit 1000 Ward St $3,000 30 Douglas Dr $10,000 50 Douglas Dr $5,000 30/40 Muir Dr $5,000 597 Center Ave $2,500 595 Center Ave $7,000 2530 Arnold Dr $6,000 4545 Delta Fair Blvd $5,000 4549 Delta Fair Blvd $2,500 1305 Macdonald $3,000 All other permits/approvals are excluded. Provider includes durations of 50 days for procuring permit and regulatory approvals (per project ). Provider will not be responsible for construction delays caused by permit and approval requirements from local jurisdictions or regulatory review bodies. Any delays in procuring permits will result in a day-for-day construction schedule extension. Shading The design is based on existing visual conditions on site. Removal of trees or other obstructions to install the solar arrays and system components is included as reflected in the Tier 1 array layouts. Trees and/or other obstructions identified for removal or trimming by Customer must be removed or trimmed prior to substantial completion or performance expectations/guarantees will require adjustment which will be handled as a change to the contract. At Substantial Completion an as-built shade study and performance simulation will be completed to ensure accuracy of initial shading assumptions. A-7 Painting Galvanization of canopy columns and primary beams only is included. All other metallic materials are either factory-finished or non-corrosive. Paiting of wall-mounted conduits is not included. Landscaping Site landscaping (e.g. plant restoration or long term weed abatement) is not included. Irrigation repair and reconfiguration caused by foundation or underground construction is not included. Fencing A 6-0’ galvanized, 9 gauge, 2” mesh fencing and chain link fence-with gate around perimeter electrical equipment pad locations is included. Special provisions for privacy slats, special hardware, lock sets, small fabric, etc. are not included. 4” bollards are included only in areas subject to vehicle impact. Additional bollards required by utility or other entities are excluded. Labor Project Labor Agreement Provider shall cause its project contractor to to enter into Customer’s project labor agreement among Customer, the project contractor, and all subcontrators thereof working on the project (the “PLA”). Overtime and special shift requirements Overtime and special shift requirements are not included, based on schedule submitted with this proposal, except for the interconnection work if shutdown is required. Project hours are based on Monday through Friday 7am – 5pm. Prevailing Wages Provider shall pay prevailing wages for the project per the PLA and industrial relations requirements of project location. Diversity Requirements Provider shall comply with Contra Costa County’s Construction Outreach Program. Indirect Construction Costs Taxes and fees A-8 Taxes or fees, other than permit fees and sales tax, are not included. Bonds Prior to the Effective Date of the Agreement to which this Exhibit A is attached, Provider shall deliver to Customer for approval good and sufficient bonds with sureties, in amounts specified in Section 12.5 (Limitation of Liability) of the Agreement guaranteeing its faithful performance of the Agreement and its payment for all labor and materials thereunder. Site & Construction Conditions Access Design assumes each project site will be constructed in a single phase, set up of construction fencing at beginning of mobilization and removed when construction is completed. Extra time and labor for moving fences to “phase” construction in efforts to minimize parking impacts will have impacts in cost and schedule and will be calculated as a change order. Customer will provide Site access to Provider to perform all work pursuant to the License granted in the Agreement. Provider will perform all work during regular business hours according to the PLA. Extra time or personnel constraints due to site security beyond daily signing in by workers on a sign in sheet i.e. badging, background checks, tool inventory checks, etc.—is not included. Provider will be provided a sufficient area for staging materials and locating temporary facilities such as cranes, fork lifts, scaffolding, stairtowers, construction trailers, portable toilets and dumpsters. Existing roads will be capable of handling all required construction equipment such as drilling rigs, concrete trucks, delivery trucks, cranes, and all other equipment necessary to complete the work. Provider will not be responsible for any damage to existing roads, parking lots or playgrounds resulting from normal construction operations and activities. Use of Facilities On-site water and power will be available for construction with no restrictions and at no charge to Provider. If a Customer initiated power shut down has duration over 4 hours and effects normal construction operations, Provider can rent and install a temporary generator and submit associated costs to Customer for reimbursement. Water quality shall be sufficient for use in dust control, as necessary, and be suitable for Provider’s standard concrete mix design. Special handling of site materials Testing for removal and disposal of any existing hazardous waste materials, contaminated soils, or any other unforeseen site conditions that require special handling are not included. Site utilities and hazards A-9 Changes resulting from utilities, right of ways, easements, and/or hazards—underground or above ground—or any undocumented building upgrades are not included. Documented utilities and building upgrades are considered as part of this proposal if as- builts are provided to Provider prior to contract execution in order to confirm locations of these possible hazards. Customers shall supply Provider with a current Title Report with plotted easements, encumbrances, and rights-of-way at all project site locations. Security and Lighting Proposal assumes all parking lot light standards in direct conflict with installation of photovoltaic parking canopies will be removed by Provider. Proposal also assumes that the existing lighting circuits, for those removed parking lot light standards, can be re-used for photovoltaic parking canopies lighting system and that those existing circuits have ample current carrying capacity to provide required lighting at parking canopies, per jurisdictional code requirements. PV canopies located in areas where no exsisting lights are present will not include lighting unless the Customer requests this for an additional cost. Temporary lighting during construction is excluded. New lighting circuit installation is excluded from this proposal as well as any required timing circuit reconfiguration, lighting controllers, relays, or new panel boards. Lighting design and/or installation beyond the footprint of the photovoltaic parking canopies is not included in this proposal. Replacement of existing light standards is not included. Proposal includes LED fixtures for lighting under structures. Additional security systems or infrastructure are not included in this proposal Special Conditions Proposal assumes modifications and/or reconfiguration of the existing parking lots will not be required to accommodate installation of Provider’s photovoltaic parking canopy. Assumes existing islands in parking lot to remain at area of new carport structure. Proposal excludes any re-striping of the parking lot/hard-court areas, unless specifically related to the construction of the photovoltaic parking canopies, or specifically described in the RFP. While special care will be taken to locate existing underground utilities (underground survey) and locate carport structures with minimum conflicts, relocation of existing underground utilities due to carport foundations is not included. Proposal excludes requirements for accessibility upgrades and accessibility design around the photovoltaic parking canopy structures and assumes that current parking lot layout has been reviewed and approved by AHJ and built and closed at the AHJ. If the architect of record recommends addition of new accessible parking stalls under the solar canopies, grade change to meet code, changed path of travel and/or new canopies over existing accessible stalls, design and construction costs will be addressed via Change Order. A-10 Proposal excludes design or installation of any required additional fire hydrants or fire protection apparatuses as required by local first responders or Fire, Life/Safety professionals responsible for review and approval of the design for this project. Architectural enhancements to the photovoltaic parking canopy structures or ground and roof arrays and mounting systems are not included. At the detention center located at 1000 Ward in Martinez, the project estimate is based on utilizing exsisting conduit and equipment from the previous pv installation. The ability utilize existing conduit will be verified during the design phase. Testing and Inspections Provider assumes all Special Inspections/Testing shall be paid for and contracted by the Customer. Weather conditions Provider assumes standard weather patterns and site conditions for planning the project schedule. Instances of excessive climate, weather (greater than the most adverse conditions in the last 3 years) or natural disasters may result in delays and/or unplanned costs (i.e. additional labor, shipping, storage, and logistics costs) which will be the responsibility of the Customer. Commissioning, Monitoring, Operations & Maintenance Commissioning Proposal assumes commissioning requirements for this project is only for the Photovoltaic and energy storage systems. Proposal does not include other building system commissioning costs not related to our work (i.e. HVAC, Plumbing, Fire Alarm, etc.). EXHIBIT B FORM OF FINANCING PARTY ACKNOWLEDGMENT [This Form of Consent contemplates a Sale-Leaseback of the System between the Provider and Provider’s Lender and Provider’s eventual lender may request changes] This CONSENT AND AGREEMENT (this “Consent”) dated as of [], 201 is entered into among (i) Contra Costa County, a political subdivision of the State of California (the “Customer”), (ii) Solar Star Co Co 1, LLC, a limited liability company duly organized and existing under the laws of the State of Delaware (the “Provider”), and (iii) [],a [] duly organized and existing under the laws of the State of [] (together, with its successors in such capacity, the “System Lessor”). WHEREAS, the Provider intends to develop, install, own, operate and maintain a [________] MW [ground-mounted/rooftop] photovoltaic solar electric generating facility to be located in [________] (the “Project”); WHEREAS, the Provider and the Customer entered into that certain Power Purchase & Storage Services Agreement, dated as of [], 2019 (as amended, amended and restated, modified or supplemented from time to time, the “Assigned Agreement”);1 WHEREAS, the Project will be sold by the Provider to the System Lessor pursuant to that certain Participation Agreement (as amended, the “Participation Agreement”) dated as of the date hereof, among the Provider, the System Lessor, [], not in its individual capacity but as owner trustee, and [] (“Owner Participant”); WHEREAS, the System Lessor will lease the Project back to the Provider pursuant to that certain Lease Agreement, a related Project Schedule and a Certificate of Acceptance (as amended, the “Lease Agreement”) dated as of the date hereof, between the System Lessor and the Provider; WHEREAS, the Provider will grant the System Lessor a first priority security interest in and to all of the Provider’s assets, including the Assigned Agreement, pursuant to a security agreement in form and substance acceptable to the System Lessor (as amended, amended and restated, modified or supplemented from time to time, the “Security Agreement”); and WHEREAS, it is a condition precedent to the Owner Participant’s obligation to make its investment in the System Lessor and for the System Lessor to acquire the Project under the Participation Agreement and lease the Project to the Provider under the Lease Agreement that the Customer execute and deliver this Consent. NOW, THEREFORE, as an inducement to the Owner Participant to make its investment in the System Lessor and for the System Lessor to acquire the Project under the Participation Agreement and lease the Project to the Provider under the Lease Agreement, and in consideration 1 NTD: Can be expanded to include any additional agreements to which the Customer is a party. of good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, the parties hereto hereby agree as follows: 1. CONSENT TO ASSIGNMENT, ETC. (a) Consent to Assignment. The Customer (i) acknowledges that the Provider and the System Lessor have entered into the Participation Agreement and the Owner Participant’s obligation to make its investment in the System Lessor and for the System Lessor to acquire the Project under the Participation Agreement and lease the Project to the Provider under the Lease Agreement will be made in reliance upon the execution and delivery by the Customer of the Assigned Agreement and this Consent, (ii) consents in all respects to the pledge and assignment to the System Lessor of all of the Provider’s right, title and interest in, to and under the Assigned Agreement pursuant to the Security Agreement, and (iii) acknowledges the right, but not the obligation, of the System Lessor or the System Lessor’s designee, in the exercise of the System Lessor’s rights and remedies under the Lease Agreement, the Security Agreement, and related documents to make all demands, give all notices, take all actions and exercise all rights of the Provider in accordance with the Assigned Agreement, and agrees that in such event the Customer shall continue to perform its obligations under the Assigned Agreement; provided that in the event, with respect to the Assigned Agreement, there exists a conflict between any notice given or action taken by the System Lessor and any notice given or action taken by the Provider, such conflict shall be resolved in favor of the notice given or the action taken by the System Lessor. (b) Substitute Owner. The Customer agrees that, if the System Lessor notifies the Customer that an event of default under the Lease Agreement has occurred and is continuing and that the System Lessor has exercised its rights (i) to have itself or its designee substituted for the Provider under the Assigned Agreement, (ii) to acquire or have its designee or assignee acquire the Provider, or (iii) to sell, assign, transfer or otherwise dispose of the Assigned Agreement to a third party, including in a judicial or non-judicial foreclosure sale, then the System Lessor, the System Lessor’s designee or such third party (each, a “Substitute Owner”) shall be substituted for the Provider under the Assigned Agreement and, in such event, the Customer will (x) recognize the Substitute Owner as its counterparty to the Assigned Agreement, (y) take any actions and execute any documents, agreements or instruments reasonably necessary to effect such substitution, and (z) continue to perform its obligations under the Assigned Agreement in favor of the Substitute Owner pursuant to the terms hereof and thereof. (c) Right to Cure. (i) Notwithstanding anything to the contrary contained in the Assigned Agreement, the Customer shall not exercise any right it may have under the Assigned Agreement, at law or in equity, to cancel, suspend or terminate the Assigned Agreement or any of its obligations under the Assigned Agreement, as the result of any default or other action or omission of the Provider in the performance of any of its obligations under the Assigned Agreement, or upon the occurrence or non-occurrence of any event or condition under the Assigned Agreement that would immediately or with the passage of any applicable grace period or the giving of notice, or both, enable the Customer to terminate or suspend its obligations or exercise any other right or remedy under the Assigned Agreement or under applicable law (hereinafter an “Assigned Agreement Default”), until it first gives prompt written notice of such Assigned Agreement Default to the System Lessor and the Owner Participant and affords the System Lessor and the System Lessor’s respective successor, assignee and/or designee a period of at least ninety (90) days (or, if such default is a payment default, forty-five (45) days) to cure such default, commencing from the later to occur of (x) the System Lessor’s and the Owner Participant’s receipt of such notice, and (y) the expiration of any notice periods or cure periods provided for in the Assigned Agreement; provided, however, that if (1) an event of default under the Lease Agreement has occurred and is continuing, the System Lessor has exercised its rights to foreclose on the Project as a result thereof and possession of the Project is necessary to cure any such non-monetary default, then, so long as the System Lessor or the System Lessor’s respective successor, assignee and/or designee is diligently pursuing such foreclosure proceedings, the time periods specified in this Section 1(c) for curing an Assigned Agreement Default shall be extended for the time taken to complete foreclosure proceedings, and (2) any such party is prohibited from curing any such Assigned Agreement Default by any process, stay or injunction issued by any governmental authority or pursuant to any bankruptcy or insolvency proceeding involving the Provider, then the time periods specified in this Section 1(c) for curing an Assigned Agreement Default shall be extended for the period of such prohibition. (ii) No such cancellation, suspension or termination of the Assigned Agreement by the Customer shall be binding upon the System Lessor without the notice and extended cure period specified in this Section 1(c). Any dispute that may arise under the Assigned Agreement notwithstanding, the Customer shall continue performance under the Assigned Agreement and resolve any dispute without discontinuing such performance until the lapse of the notice and extended cure period specified in this Section 1(c). (d) No Termination, Assignment or Material Amendments. The Customer shall not enter into any consensual cancellation or termination of the Assigned Agreement (except with respect to termination in the event of a default by the Provider, subject to the limitations and extended cure periods provided for in Section 1(c)), or assign, novate or otherwise transfer any of its right, title or interest thereunder or consent to any such assignment or transfer by the Provider without, in each such case, the written consent of the System Lessor. The Customer shall not enter into or agree to any amendment, supplement, assignment or other modification to, or benefit from any waiver under, the Assigned Agreement without the prior written consent of the System Lessor. (e) Replacement Agreement. In the event that the Assigned Agreement is rejected or otherwise terminated as a result of any bankruptcy or insolvency proceeding affecting the Provider, the Customer shall, at the option of the System Lessor or the System Lessor’s respective successor, assignee and/or designee, enter into a new agreement with the System Lessor or any Substitute Owner (or its transferee or other nominee that owns or leases the Project) having terms substantially the same as the terms of the Assigned Agreement. Thereafter, references in this Consent to the “Assigned Agreement” shall be deemed to refer to such new agreement. (f) No Liability. The Customer acknowledges and agrees that none of the System Lessor, or the System Lessor’s respective successor, assignee and/or designee or the Owner Participant shall have any liability or obligation under the Assigned Agreement as a result of this Consent, the Security Agreement, the Lease Agreement or otherwise, nor shall the System Lessor or the System Lessor’s respective successor, assignee and/or designee be obligated or required to (i) perform any of the Provider’s obligations under the Assigned Agreement, except, in the case of the System Lessor or the System Lessor’s respective successor, assignee and/or designee, during any period in which the System Lessor or the System Lessor’s respective successor, assignee and/or designee is a Substitute Owner pursuant to Section 1(b), in which case the System Lessor or other Substitute Owner shall not be liable for acts or omissions of the Provider and the obligations of such Substitute Owner shall otherwise be no more than those of the Provider under the Assigned Agreement, or (ii) take any action to collect or enforce any claim for payment assigned under the Security Agreement or any related document. (g) Delivery of Notices. The Customer shall deliver to the System Lessor and the Owner Participant, concurrently with the delivery thereof to the Provider, a copy of each notice, request or demand given by the Customer pursuant to the Assigned Agreement. (h) Acknowledgements. The Customer agrees to execute such acknowledgements or other similar instruments as the System Lessor may reasonably request in connection with the transactions contemplated by this Consent. 2. PAYMENTS UNDER THE ASSIGNED AGREEMENT (a) Payments. The Customer will pay all amounts payable by it under the Assigned Agreement, if any, in lawful money of the United States of America, in immediately available funds and in the manner required by, and subject to the terms and conditions of, the Assigned Agreement, directly into the account specified on Exhibit A hereto, or to such other person or account as may be specified from time to time by the System Lessor to the Customer in writing. (b) No Offset, etc. All payments required to be made by the Customer under the Assigned Agreement shall be made without any offset, recoupment, abatement, withholding, reduction or defense whatsoever. 3. REPRESENTATIONS AND WARRANTIES OF THE CUSTOMER The Customer makes the following representations and warranties to the System Lessor, the Provider and the Owner Participant as of the date hereof, which shall survive the execution and delivery of this Consent and the Assigned Agreement and the consummation of the transactions contemplated hereby and thereby: (a) Organization; Power and Authority. The Customer is a political subdivision of the State of California, and is duly qualified, authorized to do business and in good standing in all jurisdictions where it is required to be so qualified and authorized to do business, and has all requisite power and authority to enter into and to perform its obligations under this Consent and the Assigned Agreement, and to carry out the terms hereof and thereof and the transactions contemplated hereby and thereby. (b) Authorization. The execution, delivery and performance by the Customer of this Consent and the Assigned Agreement have been duly authorized by all necessary action on the part of the Customer and do not require any approval or consent of any holder (or any trustee for any holder) of any indebtedness or other obligation of (i) the Customer, or (ii) any other person or entity, except approvals or consents which have previously been obtained. (c) Execution and Delivery; Binding Agreements. Each of this Consent and the Assigned Agreement is in full force and effect, has been duly executed and delivered on behalf of the Customer and constitutes the legal, valid and binding obligation of the Customer, enforceable against the Customer in accordance with its terms except as the enforceability hereof or thereof may be limited by (i) bankruptcy, insolvency, reorganization, or other similar laws affecting the enforcement of creditors’ rights generally, and (ii) general equitable principles (whether considered in a proceeding in equity or at law). (d) Litigation. There is no legislation, litigation, action, suit, proceeding or investigation pending or (to the best of the Customer’s knowledge after due inquiry) threatened against the Customer before or by any court, administrative agency, arbitrator or governmental authority, body or agency which, if adversely determined, individually or in the aggregate, (i) could adversely affect the performance by the Customer of its obligations under this Consent or the Assigned Agreement, or that could modify or otherwise adversely affect the Approvals (as defined in Section 3(f)), (ii) questions the validity, binding effect or enforceability of this Consent or the Assigned Agreement, any action taken or to be taken pursuant hereto or thereto or any of the transactions contemplated hereby or thereby, or (iii) could have a material adverse effect upon (x) the value, validity, perfection or enforceability of the liens granted to the System Lessor under the Security Agreement and other security documents, or (y) the ability of the System Lessor to enforce any of its rights and remedies under the Assigned Agreement or this Consent. (e) No Conflict. The execution and delivery of this Consent and the Assigned Agreement and the performance by the Customer under this Consent and the Assigned Agreement will not violate, result in a breach of, default under or conflict with (i) any law, rule, regulation, order, permit or decree applicable to the Customer, (ii) its organizational documents, or (iii) the terms of any other agreement binding on the Customer. (f) Government Consent. No consent, order, authorization, waiver, approval or any other action, or registration, declaration or filing with, any person, board or body, public or private (collectively, the “Approvals”), is required to be obtained by the Customer in connection with the execution, delivery or performance of this Consent, the Assigned Agreement or the consummation of the transactions contemplated hereunder and thereunder, except any Approvals which have previously been obtained. (g) No Default or Amendment. Neither the Customer nor, to the Customer’s knowledge after due inquiry, the Provider or any other party to the Assigned Agreement is in default of any of its obligations thereunder (or has claimed force majeure, emergency, or any other excuse for performance thereunder which is still ongoing as of the date hereof). The Customer has no existing counterclaims, offsets, defenses, or claims for change orders against the Provider under the Assigned Agreement. To the Customer’s knowledge, no event or condition exists that would either immediately or with the passage of any applicable grace period or giving of notice, or both, enable either the Customer or the Provider to terminate or suspend its obligations (or the performance of such obligations) under the Assigned Agreement. The Assigned Agreement has not been amended, modified or supplemented in any manner other than as indicated above. (h) No Previous Assignments. The Customer has no notice of, and has not consented to, any previous assignment of all or any part of its right, title or interest in, to or under the Assigned Agreement. (i) [Purchase Option. The Customer has not taken any official action requiring or authorizing the exercise of any purchase option available to it under the Assigned Agreement, has not decided whether or not it will exercise any such purchase option, and is under no legal or economic compulsion to exercise any such purchase option; provided, however, nothing herein shall prohibit the Customer from exercising any purchase option under the Assigned Agreement when it becomes exercisable in accordance with its term and such exercise shall not be deemed to be a breach of this representation and warranty.] (j) Liens; Mortgages. The Customer has no knowledge of any existing lease, mortgage, security interest or other interest in or lien upon the [Premises], which could attach to the Project as an interest adverse to the System Lessor’s interest therein. Representations and Warranties. All representations, warranties and other statements made by the Customer in the Assigned Agreement were true and correct in all material respects as of the date when made and, except for those that by their terms speak as of a specific date, are true and correct in all material respects as of the date hereof. 4. ADDITIONAL PROVISIONS 2 (a) [Commercial Operation Date. The Commercial Operation Date is _____________. (b) Use of Electricity. None of the electricity to be sold under the Assigned Agreement will be used to generate energy for the purpose of heating a swimming pool. (c) Project. The Customer has approved the Project as installed at the [Premises]. (d) Access Rights. The System Lessor and the System Lessor’s respective successors, assignees and/or designees shall have the same rights as the Provider to access the Project in order to install, operate, maintain and remove the Project as the right accorded to the System Lessor under the Lease Agreement and the Security Agreement. (e) Notice of Ownership. The Customer will use commercially reasonable efforts to place its successors, assigns and lien holders on notice of the ownership of the Project by the Provider or the System Lessor, the existence of the security interest, and the fact that the Project is not part of the [Premises] or a fixture thereof, as necessary and appropriate to avoid confusion or adverse claims. (f) Amendments. The Customer acknowledges that, under the Provider’s financing arrangements, the Provider is not permitted to agree to an amendment or assignment of the Assigned Agreement without prior written consent of the System Lessor.] 2 NTD: Additional provisions to be added to address specific matters contained in the PPA. 5. MISCELLANEOUS (a) Applicable Law; [Submission to Jurisdiction]. THIS CONSENT, AND ANY INSTRUMENT OR AGREEMENT REQUIRED HEREUNDER (TO THE EXTENT NOT EXPRESSLY PROVIDED FOR THEREIN), SHALL BE GOVERNED BY, AND CONSTRUED UNDER, THE LAWS OF THE STATE OF CALIFORNIA, APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN SUCH STATE AND WITHOUT REFERENCE TO CONFLICTS OF LAWS. (b) [Reserved.] (c) Notices. All notices and other communications hereunder (i) shall be in writing, (ii) shall be effective upon actual receipt thereof by the party or parties to whom such notice is addressed, except that any communication or notice so transmitted by telecopy or electronic mail shall be deemed to have been validly and effectively given on the day (if a business day and, if not, on the next following business day) on which it is transmitted if transmitted during normal business hours of the recipient, and if transmitted after that time, on the next following business day, in each case as evidenced by transmittal confirmation received by the transmitter, (iii) shall be delivered by hand or overnight courier service or mailed by certified or registered mail, sent by facsimile or via electronic mail, and (iv) shall be directed as follows: If to the Customer: [________] [________] [________] Attention: [________] Telephone: [________] Facsimile: [________] Email: [________] If to the Provider: [●] If to the System Lessor: [●] The above parties may, by notice given hereunder, designate any further or different addresses to which subsequent notices or other communications shall be sent. (d) Amendment, Waiver. Neither this Consent nor any of the terms hereof may be terminated, amended, supplemented, waived or modified except by an instrument in writing signed by the Customer, the Provider and the System Lessor. (e) Third Party Beneficiary. The Owner Participant shall be an express third-party beneficiary of this Consent. The Owner Participant shall be entitled to enforce the rights of the System Lessor hereunder. (f) No Waiver; Remedies Cumulative. The waiver of any right, breach or default under this Consent by any party must be made specifically and in writing. No failure or delay on the part of the System Lessor in exercising any right, power or privilege hereunder and no course of dealing between the Customer and the System Lessor shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other exercise, or the further exercise, of any other right, power or privilege hereunder. No notice to or demand upon any party will entitle such party to any further, subsequent or other notice or demand in similar or any other circumstances. The rights and remedies herein expressly provided are cumulative and not exclusive of any rights or remedies that the System Lessor would otherwise have. (g) Counterparts. This Consent may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered, including by e-mail or other electronic transmission, shall be deemed an original, but all of which shall together constitute one and the same instrument. (h) Headings Descriptive. The headings of the several sections and subsections of this Consent are inserted for convenience only and shall not in any way affect the meaning or construction of any provision of this Consent. (i) Severability. In case any provision in or obligation under this Consent shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. (j) Successors and Assigns. This Consent shall be binding upon the parties hereto and their permitted successors and assigns and shall inure to the benefit of the parties, their designees and their respective permitted successors and assigns; provided, however, that no party or its respective successor or assign shall assign any of its interest in this Consent except in connection with an assignment of its interests in the Assigned Agreement and then only to the same person(s) or entity(ies) to which its interest in the Assigned Agreement is so assigned. (k) Survival. All agreements, statements, representations and warranties made by the Customer herein shall be considered to have been relied upon by the System Lessor and the Owner Participant and shall survive the execution and delivery of this Consent. (l) Conflicts. In the event of a conflict between any provision of this Consent and any provision of the Assigned Agreement, the provisions of this Consent shall prevail. (m) Further Assurances. Each party hereto hereby agrees to execute and deliver all such instruments and take all such action as may be necessary to effectuate fully the purposes of this Consent. [SIGNATURE PAGES FOLLOW] Signature Page to Consent IN WITNESS WHEREOF, the parties hereto have caused this Consent to be executed by their respective officers as of the date first above written. [________] as the Customer By: ____________________________________ Name: Title: [________] as the Provider By: ____________________________________ Name: Title: [●], as the System Lessor By: ____________________________________ Name: Title: Signature Page to Consent Exhibit A to Consent Payment Instructions Accounts Bank ABA Number [________]3 Account Number [________] Account Name [________]] Reference [________] 3 Account information to be confirmed and included. Appendix A to Guarantee EXHIBIT C SYSTEM PERFORMANCE GUARANTEE (the “Guarantee”) ARTICLE I. ADDITIONAL DEFINED TERMS Actual Generation means, for each Guarantee Year during the Term and with respect to the System, the System’s alternating current or “AC” electricity production in kilowatt- hours (“kWh”) as measured under Section 3.02. Annual Deficit has the meaning set forth in Section 3.01. Annual System Performance Report means the report that summarizes annual system performance in kWh and includes calculations for Weather Adjustment and True-up Period calculations. Avoided Energy Price per kWh means the amount that the Customer will be paid by Provider for each Kilowatt-hour as set out in Appendix B (Avoided Energy Price) of this Guarantee. Data Acquisition System or DAS means Provider’s system that displays historical meteorological and production data over an Internet connection and consists of hardware located on-Site and software housed on Provider’s DAS server. The DAS measures and logs, at a minimum, the following parameters on a 15-minute average basis at the Site: actual AC electricity production of the System (in kWh) and solar irradiance (in W/m2). Expected Energy means, for the System in a specified Guarantee Year, the kilowatt hours for the System set forth on Appendix A (Expected Energy) of this Guarantee. Excused Performance Event means: • Force Majeure Event; • Impingements on solar access by structures or activities on neighboring sites or by facilities that are beyond the control of either Party; • Externally caused outages, including: o Warranty Exclusions: hours during any period when the System or any portion thereof is off-line due to an event that would constitute an exclusion under any applicable manufacturer’s, System, workmanship or other applicable warranty. o Network Disturbance Hours: hours during any period when a fluctuation in the utility network parameters (e.g., a frequency or voltage variation) result in the disconnection of the inverters or the System from the utility network and prevented energy from being evacuated from the System. o Network Outage Hours: hours during any period when a failure in the distribution network or in the connection infrastructure prevented energy from being evacuated from the System. o Third-Party Equipment Servicing Hours: equipment or System outage hours during any period that result from service issues related to non-Provider equipment or delays in procuring non-Provider replacement parts. Exhibit C (Performance Guarantee) o Customer-Caused Hours: hours during any period when the equipment or the System is off-line due to Customer-required outages or Customer-caused delays in Site access. o Major Maintenance Hours: hours during any period when the equipment or the System is off-line due to Customer-required major maintenance work. Guaranteed Level means 90% of the Expected Energy for a Guarantee Year for the System. Guarantee Year means each successive 12-month period during the Term commencing on the Commercial Operation Date. PVSim means the software program utilized by Provider to predict the amount of energy that the System will produce in an average year which has the following characteristics: (1) based on PVFORM, the photovoltaic simulation software produced by Sandia National Laboratories and the US Department of Energy, (2) all photovoltaic characteristics are modeled, (3) all ancillary array losses are taken into account and (4) PVSim simulations use either measured data or typical meteorological year files from Meteonorm and NREL. SEMMY or “Simulated Energy in a Measured Meteorological Year”, means, with respect to any Guarantee Year, Year 1 AC Energy output of the System simulated by PVSim using measured average hourly irradiance, wind speed, and air temperature as recorded by the Data Acquisition System, holding all other inputs equal to those used in calculating SETMY. SETMY or “Simulated Energy for a Typical Meteorological Year”, means the Year 1 AC Energy output of the System simulated by PVSim using average hourly irradiance, wind speed, and air temperature data contained within the Weather File. True-up Period means each successive one (5)-year period during the Term commencing on the first day of the Term. Weather Adjustment means the ratio described in Section 3.01. Weather File means the typical meteorological year data set specified for the System set forth on Appendix C (Weather File) of this Guarantee. ARTICLE II. PERFORMANCE GUARANTEE CONSIDERATION Section 2.01 Consideration The Parties agree that the consideration set forth in Section 5.1 of the Agreement includes adequate consideration for the terms, conditions and provisions of this Guarantee. ARTICLE III. PERFORMANCE GUARANTEE Provider guarantees to Customer that the Actual Generation of the System during any Guarantee Year, subject to the limitations, terms and conditions stated in this Guarantee shall not be less than the Guaranteed Level. Section 3.01 Guaranteed Output Calculations. Provider shall calculate the Annual Deficit for the System for each Guarantee Year during the Term: Exhibit C (Performance Guarantee) (a) Annual Deficit = (Expected Energy x Guaranteed Level) x Weather Adjustment – Actual Generation Where the Weather Adjustment ratio is as follows: Simulated Energy in a Measured Meteorological Year (SEMMY) Simulated Energy for a Typical Meteorological Year (SETMY) For each Guarantee Year, within thirty (30) days after the end of such Guarantee Year, Provider shall calculate the Annual Deficit for the System. Customer has the right to access all data and information supporting Provider’s calculation of the Annual Deficit. (b) Guarantee Payment Reimbursement. At the end of each True-up Period: (i) if the sum of Annual Deficits > 0, then Provider shall pay to Customer an amount equal to the cumulative product of (y) the Annual Deficits and (z) the Avoided Energy Price per kWh (a “Guarantee Payment”); (ii) Provider shall promptly notify Customer of any Guarantee Payment due. Provider shall make Guarantee Payments within thirty (30) days of the date of the notice provided in the first sentence of this paragraph. Section 3.02 Actual Generation Measurement. Provider shall measure Actual Generation for the System for each Guarantee Year as follows: (a) Initial Output Data Collection. During the Term, Provider will collect energy output data using its Data Acquisition System. For each Guarantee Year, Provider will sum the daily kWh output for the System provided by the DAS to calculate the Actual Generation for the System for such Guarantee Year. (b) Equipment Calibration and Replacement. Provider may request to have the meteorological equipment independently calibrated or replaced at its own expense every eighteen (18) to thirty (30) months. Provider shall notify the Customer of the scheduled calibration date and time no less than 30 days prior, and shall provide the Customer written proof of calibration or replacement. (c) Contingency for Equipment Failure. In the event of hardware, communication, or other failure affecting the DAS, Provider will make commercially-reasonable efforts to resolve the failure in a timely manner. In the event that data is lost, Actual Generation for each affected System shall be adjusted to compensate for such lost data as follows: (i) In lieu of lost meteorological data, Provider will utilize such data obtained from a nearby meteorological station that Provider monitors and selects for such purpose. (ii) In lieu of lost electricity data, Provider will utilize the cumulative data from System meter readings to calculate the electricity generated by each affected System during the missing interval. In the event that data Exhibit C (Performance Guarantee) from the System meter is inaccurate or missing, Provider will simulate electricity production during the missing interval utilizing measured meteorological data and PVSim. The simulated electricity production during the missing interval will be added to the Actual Generation for each affected System for the subject Guarantee Year. ARTICLE IV. CUSTOMER RESPONSIBILITIES Section 4.01 Customer’s Failure to Uphold Responsibilities. Provider shall promptly notify Customer of any breach (“Out of Compliance Letter”) of (i) Customer’s obligation to pay Provider for the Solar Services pursuant to the Agreement and (ii) any Customer obligations pursuant to the Agreement that directly (A) hinder the amount of Energy delivered by the System or (B) degrade the functionality of the System. Upon Customer’s cure of all failures described in an Out of Compliance Letter, Provider will notify Customer (“In Compliance Letter”) that Customer is complying with Customer’s Responsibilities. For any period between the issuance of an Out of Compliance Letter and of an In Compliance Letter (a “Noncompliance Period”), to the extent that Customer’s non-compliance actually impacts the Actual Generation of the System, any Actual Generation from such affected Systems in such month(s) shall be disregarded in the calculation of Annual Deficits for such Systems under Section 3.01, and the Expected Energy for any affected System in any Guarantee Year in which there is a Noncompliance Period shall be reduced by a proportionate amount. ARTICLE V. EXPECTED ENERGY ADJUSTMENT Section 5.01 Adjustment of Expected Energy. If, and to the extent, any of the following events results in a change in the production of electricity by the System, Expected Energy for that System shall be adjusted correlatively for the period of such change: (a) Subject to Provider’s obligations under any warranty it provides in connection with the Systems (including any Provider obligation, with respect to the System, in connection with any requirements under the California Solar Initiative program), a material portion of the components of the System fails, and the manufacturer of such component(s) refuses, or otherwise fails to honor its corresponding warranty; (b) Customer fails to perform any of its obligations under the PPA – such as obligations related to maintaining the System’s interconnection to the local utility grid or limiting outages (as defined in the Agreement) – and such failure reduces the amount of electricity that the System can generate or deliver. (c) There is any failure of the System to perform caused by legislative, administrative or executive action, regulation, order or requisition of any federal, state or local government, local utility or public utilities commission; (d) There is an Excused Performance Event; or Exhibit C (Performance Guarantee) (e) Adjustment to the Expected Energy, or a reduction in the amount of Energy that Provider is obligated to deliver, is permitted or required under the Agreement. Section 5.02 Notification of Changes to Expected Energy. If Provider determines that any changes to Expected Energy for the System are required based on an event or events described in Section 5.01, then Provider shall notify the Customer, in writing, of the basis for its determination, and Provider shall either provide revised definitions of Expected Energy in exhibits that, upon mutual agreement of the Parties, which shall not be unreasonably denied or delayed, shall replace the current exhibits to this Guarantee, or specify a date by which it shall do so. Appendix A to Guarantee Appendix A – Expected Energy Guarantee Year Expected Annual kWh 1 187,395 2 186,926 3 186,459 4 185,993 5 185,528 6 185,064 7 184,601 8 184,140 9 183,679 10 183,220 11 182,762 12 182,305 13 181,849 14 181,395 15 180,941 16 180,489 17 180,038 18 179,588 19 179,139 20 178,691 21 178,244 22 177,798 23 177,354 24 176,911 25 176,468 Total 4,546,974 Appendix B to Guarantee Appendix B – Avoided Energy Price Guarantee Year Avoided Energy Price per kWh 1 $0.0048 2 $0.0049 3 $0.0051 4 $0.0052 5 $0.0054 6 $0.0056 7 $0.0057 8 $0.0059 9 $0.0061 10 $0.0063 11 $0.0065 12 $0.0066 13 $0.0068 14 $0.0070 15 $0.0073 16 $0.0075 17 $0.0077 18 $0.0079 19 $0.0082 20 $0.0084 21 $0.0087 22 $0.0089 23 $0.0092 24 $0.0095 25 $0.0098 Appendix C to Guarantee Appendix C – Weather File SolarAnywhereTGY2016_(10km)_37.95_-122.15 Schedule A DESCRIPTION OF SITE Facility System Size (kW DC) Product Type Module qty & type - SunPower Inverters- qty & type-Delta 597 Center Ave, Martinez, CA 94553 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The following pricing is based on the Standard System Design Package described in Exhibit A. kWh Rate ($/kWh) Term (Years) Annual Rate Escalator (% / Year) $0.1344 25 0% Schedule D TERMINATIONS VALUES Applicable Date : Years from Commercial Operation Date Termination Value ($) 0 Year $548,288 1 Year $442,850 2 Years $396,915 3 Years $350,786 4 Years $304,498 5 Years $257,958 6 Years $251,782 7 Years $245,374 8 Years $238,762 9 Years $231,858 10 Years $224,687 11 Years $217,355 12 Years $209,781 13 Years $201,892 14 Years $193,785 15 Years $185,473 16 Years $176,984 17 Years $168,260 18 Years $159,325 19 Years $150,177 20 Years $140,835 21 Years $131,252 22 Years $121,446 23 Years $111,417 24 Years $101,179 EXECUTION VERSION CONFIDENTIAL NOTE: 2530 Arnold Dr, Martinez, CA 945533 POWER PURCHASE & STORAGE SERVICES AGREEMENT Dated as of June 18, 2019 by and between Solar Star Co Co 1, LLC as Provider and Contra Costa County as Customer TABLE OF CONTENTS CONFIDENTIAL POWER PURCHASE AND STORAGE SERVICES AGREEMENT ................................................. 1 RECITALS: ................................................................................................................................................ 1 AGREEMENT: .......................................................................................................................................... 1 1. Definitions. ..................................................................................................................................... 1 2. Purchase and Sale of Solar Services and Storage Services; License. ....................................... 6 2.1 Purchase and Sale of Solar Services and Storage Services. ................................... 6 2.2 License. .................................................................................................................. 6 3. Design, Construction, Installation and Testing of System. ....................................................... 7 3.1 Installation.............................................................................................................. 7 3.2 Conditions Precedent to Commencement of Construction and Installation. ......... 8 3.3 Utility Approvals. .................................................................................................. 9 3.4 Energy Delivery. .................................................................................................. 10 3.5 Risk of Loss; Exclusive Control. ......................................................................... 10 3.6 Termination Values. ............................................................................................. 10 4. Operation and Maintenance of System. .................................................................................... 11 4.1 O&M Work; Phone/Data Line. ............................................................................ 11 4.2 Malfunctions and Emergencies. ........................................................................... 11 4.3 Metering. .............................................................................................................. 12 4.4 Title to System. .................................................................................................... 13 4.5 Outages. ............................................................................................................... 13 4.6 Compliance with Utility Specifications. .............................................................. 14 5. Purchase of Solar Services. ........................................................................................................ 14 5.1 Purchase Requirement. ........................................................................................ 14 5.2 Environmental Attributes; Environmental Financial Incentives. ......................... 14 6. Price and Payment. ..................................................................................................................... 15 6.1 Price. .................................................................................................................... 15 6.2 Taxes. ................................................................................................................... 15 6.3 Billing and Payment. ............................................................................................ 16 7. General Covenants. ..................................................................................................................... 17 7.1 Provider’s Covenants. .......................................................................................... 17 7.2 Customer’s Covenants. ........................................................................................ 18 8. Insurance Requirements. ........................................................................................................... 19 8.1 Provider’s General Liability Insurance. ............................................................... 19 8.2 Provider’s Insurance. ........................................................................................... 20 9. Force Majeure Events. ................................................................................................................ 20 10. Term; Customer Options; Termination. .................................................................................. 21 10.1 Term. .................................................................................................................... 21 10.2 Customer Options Upon Cessation of Business Operations at Site. .................... 21 10.3 Customer Options Upon Expiration of Term. ...................................................... 22 10.4 Customer Purchase Options Prior to Expiration Date. ........................................ 23 10.5 Payment of Termination Value on Termination Date. ......................................... 24 10.6 Provider Termination. .......................................................................................... 24 11. Defaults. ....................................................................................................................................... 25 11.1 Customer Default. ................................................................................................ 25 11.2 Provider Default. .................................................................................................. 26 12. Remedies Following Default. ...................................................................................................... 27 12.1 Customer’s Remedies Upon Occurrence of a Provider Default. ......................... 27 12.2 Provider’s Remedies Upon Customer Default. .................................................... 27 12.3 No Consequential Damages. ................................................................................ 28 12.4 Effect of Termination of Agreement. ................................................................... 28 12.5 Limitation of Liability. ......................................................................................... 28 13. Indemnification. .......................................................................................................................... 28 13.1 Indemnification by Provider. ............................................................................... 28 13.2 Indemnification by Customer. ............................................................................. 29 13.3 Notice of Claims. ................................................................................................. 29 13.4 Defense of Action. ............................................................................................... 29 13.5 Survival of Provisions. ......................................................................................... 30 14. Miscellaneous Provisions. ........................................................................................................... 30 14.1 Notices. ................................................................................................................ 30 14.2 Authority. ............................................................................................................. 31 14.3 Assignment .......................................................................................................... 32 14.4 Successors and Assigns. ....................................................................................... 33 14.5 Entire Agreement. ................................................................................................ 33 14.6 Amendments to Agreement. ................................................................................ 34 14.7 Waivers; Approvals. ............................................................................................ 34 14.8 Partial Invalidity................................................................................................... 34 14.9 Execution in Counterparts. ................................................................................... 34 14.10 Governing Law; Jurisdiction; Forum. .................................................................. 34 14.11 Attorneys’ Fees. ................................................................................................... 35 14.12 No Third Party Rights. ......................................................................................... 35 14.13 Treatment of Additional Amounts. ...................................................................... 35 14.14 No Agency. .......................................................................................................... 35 14.15 No Public Utility. ................................................................................................. 36 14.16 No Recourse to Affiliates..................................................................................... 36 14.17 Cooperation with Financing. ................................................................................ 36 14.18 Setoff. 36 14.19 Service Contract. .................................................................................................. 36 15. Confidential Information. .......................................................................................................... 36 16. Estoppel Certificate. ................................................................................................................... 37 Exhibits, Schedules Exhibit A - System Design and Construction Exhibit B - Form of Financing Party Acknowledgment Exhibit C - Performance Guarantee Schedule A - Description of Site Schedule B - Description of System Schedule C - System Pricing Schedule D - Termination Values - 1 - POWER PURCHASE AND STORAGE SERVICES AGREEMENT This POWER PURCHASE AND STORAGE SERVICES AGREEMENT (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of June 18, 2019 (the “Effective Date”), is by and between Solar Star Co Co 1, LLC, a limited liability company formed under the laws of the State of Delaware (“Provider”), and Contra Costa County, a political subdivision of the State of California (“Customer”). RECITALS: WHEREAS, Customer leases or owns, directly or indirectly, facilities in that certain location in California as more fully described in Schedule A of the Appendices hereto (the “Site”); WHEREAS, Customer desires that Provider install, maintain and operate, and Provider desires to install, maintain and operate, the PV System and ESS (each as hereinafter defined) to be located on the Site; and WHEREAS, Provider desires to sell, and Customer desires to purchase, (a) the Solar Services (as hereinafter defined), including the delivery of electrical energy generated by the PV System (the “Energy”), (b) the Storage Services (as hereinafter defined), and (c) other services pursuant to the terms and conditions set forth herein. NOW THEREFORE, in consideration of the mutual promises set forth below, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: AGREEMENT: 1. Definitions. Unless otherwise defined herein: (a) capitalized terms used in this Agreement shall have the respective meanings set forth in this Section 1; (b) the singular shall include the plural and vice versa; (c) the word “including” shall mean “including, without limitation”, (d) references to “Sections,” “Exhibits,” “Appendices” and the like shall be to sections, exhibits, appendices, etc. of or to this Agreement; (e) the words “herein,” “hereof” and “hereunder” shall refer to this Agreement as a whole and not to any particular section or subsection hereof; and (f) references to this Agreement shall include a reference to all exhibits hereto, as the same may be amended, modified, supplemented or replaced from time to time. “Agreement” has the meaning set forth in the preamble. “Annual Rate Escalator” means the percentage set forth in Schedule C. “Applicable Law” shall mean, with respect to any Governmental Authority, any constitutional provision, law, statute, rule, regulation, ordinance, treaty, order, decree, judgment, decision, certificate, holding, injunction, registration, license, franchise, permit, 2 authorization, guideline, governmental approval, consent or requirement of such Governmental Authority, enforceable at law or in equity, along with the interpretation and administration thereof by any Governmental Authority. “Claim Notice” shall have the meaning set forth in Section 13.3. “Code” shall mean the Internal Revenue Code of 1986, as amended. “Commercial Operation Date” shall have the meaning set forth in Section 3.4. “Confidential Information” shall have the meaning set forth in Section 15. “Customer” shall have the meaning set forth in the preamble. “Customer Default” shall have the meaning set forth in Section 11.1. “Effective Date” shall have the meaning set forth in the preamble. “Energy” shall have the meaning set forth in the preamble. “Environmental Attributes” includes, without limitation, tradable renewable certificates, green-e tags, allowances, reductions or other transferable indicia denoting carbon offset credits or indicating generation of a particular quantity of energy from a renewable energy source by a renewable energy facility attributed to the Energy during the Term created under a renewable energy, emission reduction, or other reporting program adopted by a Governmental Authority, or for which a registry and a market exists (which, as of the Effective Date are certificates issued by Green-e in accordance with the Green-e Renewable Electric Certification Program, National Standard Version 1.3 administered by the Center of Resource Solutions) or for which a market may exist at a future time. “Environmental Financial Incentives” shall mean each of the following financial rebates and incentives that is in effect as of the Effective Date or may come into effect in the future: (i) performance-based incentives, rebates and any other incentive programs offered by or in the State of California (or any political subdivision thereof) under the federal government’s, any municipality’s, any utility’s or any other state’s program or initiative (including, if applicable, subsidies available under the Self Generation Incentive Program administered through the California Public Utilities Commission), incentive tax credits (including investment tax credits arising under the Code) other tax benefits or grants in lieu thereof (including without limitation the monetization of tax benefits), and accelerated depreciation (collectively, “Incentives”), howsoever named or referred to, with respect to any and all fuel, emissions, air quality, energy generation, energy storage, or other environmental or energy characteristics, resulting from the construction, owner ship or operation of the System or from the use of solar generation or energy storage or the avoidance of the emission of any gas, chemical or other substance into the air, soil or water attributable to the sale of Energy and Storage Services generated by the System; and (ii) all reporting rights with respect to such Incentives. 3 “ESS” means the energy storage system and related Site energy monitoring equipment and software installed pursuant to this Agreement at the Site and more fully described in Schedule B hereto. “ESS kW” shall mean the power rating of the ESS as set forth in Schedule B. “ESS O&M Work” shall have the meaning set forth in Section 4.1.2. “ESS Renewal Rate” shall mean the fair market price for Storage Services created by integrated photovoltaic and energy storage systems as determined by agreement of the Parties, or if the parties cannot agree on the fair market price, the fair market price determined by a nationally recognized independent appraiser in the same manner described in Section 10.3.5 (Purchase of ESS). “Estimated Year 1 Production” shall mean the amount set forth in Schedule B to this Agreement. “Expiration Date” shall have the meaning set forth in Section 10.1. “Fair Market Value” shall have the meaning set forth in Section 10.3.2. “Financing Party” means any third-party entity providing debt or equity financing to Provider (or any successor or assignee thereof) with respect to the System, including without limitation a party prov iding construction financing, a lessor in a sale -leaseback transaction, a partner in a partnership flip transaction, or a limited liability company member in a n equity sale transaction . “Force Majeure Event” shall mean, when used in connection with the performance of a Party’s obligations under this Agreement, any of the following events to the extent not caused by such Party or its agents or employees, which is not preventable by such Party as of the Effective Date: a) war, riot, acts of a public enemy or other civil disturbance; b) acts of God, including but not limited to, storms, floods, lightning, earthquakes, hailstorms, ice storms, tornados, typhoons, hurricanes, landslides, volcanic eruptions, range or forest fires, and objects striking the earth from space (such as meteorites), sabotage or destruction by a third party (other than any contractor retained by or on behalf of the Party) of facilities and equipment relating to the performance by the affected Party of its obligations under this Agreement; c) acts of federal, state or local government agencies, including changes in Applicable Law, that result in increasing Provider’s costs of construction and installation, or continuing operation, of the System by 15% or more; and d) strikes, walkouts, lockouts or similar industrial or labor actions or disputes. 4 “Governmental Authority” shall mean any federal, state, regional, county, town, city, or municipal government, whether domestic or foreign, or any department, agency, bureau, or other administrative, regulatory or judicial body of any such government. “Indemnified Party” shall have the meaning set forth in Section 13.3. “Indemnifying Party” shall have the meaning set forth in Section 13.3. “Interconnection Point” shall have the meaning set forth in Section 3.5. “kWh Rate” shall have the meaning set forth in Section 6.1. “License” shall have the meaning set forth in Section 2. “Liens” shall have the meaning set forth in Section 7.1.3. 1 “Meter” shall have the meaning set forth in Section 4.3.1. “Monthly Period” shall mean the period commencing on the Commercial Operation Date and ending on the last day of the calendar month in which the Commercial Operation Date occurs, and, thereafter, all subsequent one (1) month periods during the Term. “Monthly Production” shall mean, for each Monthly Period, the amount of Energy delivered during such Monthly Period. “Party” shall mean each of Customer and Provider (and/or any successor or permitted assignee thereof). “Person” shall mean any individual, corporation, partnership, company, limited liability company, joint venture, association, trust, unincorporated organization or Governmental Authority. “Provider” shall have the meaning set forth in the preamble (and includes its successor(s) and permitted assignee(s)). “Provider Default” shall have the meaning set forth in Section 11.2. “PV O&M Work” shall have the meaning set forth in Section 4.1.1. “PV System” shall mean the solar photovoltaic system installed pursuant to this Agreement at the Site and more fully described in Schedule B hereto. “Renewal Rate” shall mean the fair market price for electricity generated by solar photovoltaic systems as determined by agreement of the Parties or through the appraisal process applicable to the purchase option contained in this Agreement. “Reporting Rights” means the right to report ownership of the Environmental Attributes or the Environmental Financial Incentives associated with the Energy to any federal, state, or local agency, authority or other party, including without limitation under Section 1605(b) 5 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. “Scheduled Outage” shall have the meaning set forth in Section 4.5. “Site” has the meaning set forth in the first recital. “Solar Services” mean all solar services provided to Customer by Provider hereunder, including the provision of Energy. “Standards” shall have the meaning set forth in Section 3.1.1. “Storage Services” means the energy storage services provided to Customer by Provider hereunder, including operation and maintena nce of the ESS. “Storage Services Termination” means the termination of all Storage Services Provisions under this Agreement, without impacting the effectiveness of the remaining provisions of this Agreement. “Storage Services Commencement Date ” shall mean the first day of the first utility billing cycle after the later to occur of : (a) the Commercial Operation Date , and (b) the date on which Provider shall have certified to Customer that the ESS is substantially complete and available for commercial operation. “Storage Services Fee” shall be the amount set forth in Schedule C. “Storage Services Provisions” means those provisions of this Agreement applicable to the Storage Services, but solely as they relate to the Storage Services. “Storage Services Term” means the period of time commencing on the Storage Services Commencement Date and expiring fifteen (15) years thereafter unless earlier terminated pursuant to this Agreement. “System” shall mean, collectively, the PV System and the ESS; provided, however, that the term “System” shall only include equipment and materials up to but not including the Interconnection Point of the System. “Term” shall have the meaning set forth in Section 10.1. “Termination Date” shall have the meaning set forth in Section 10.1. “Termination Value” shall mean, on any date of determination (or, if such date is not a scheduled termination date, the scheduled termination date immediately preceding such date) the applicable amount specified for such date in Schedule D to this Agreement. “Transfer Taxes” shall have the meaning set forth in Section 6.2.1. 6 2. Purchase and Sale of Solar Services and Storage Services; License. 2.1 Purchase and Sale of Solar Services and Storage Services. Customer hereby engages Provider to provide the services set forth in this Agreement, including the Solar Services and Storage Services to Customer, and Provider agrees to provide the services set forth in this Agreement, including the Solar Services and Storage Services to Customer, all in accordance with the terms and conditions set forth herein. Customer shall provide Provider with access to the Sites in accordance with the terms of this Agreement. Provider may retain one or more contractors or subcontractors to fulfill its obligations hereunder; provided that Provider shall remain liable for performance of its obligations hereunder 2.2 License. Customer hereby grants to Provider and to Provider’s agents, employees and subcontractors an irrevocable, non-exclusive license running with the Site for access to, on, over, under or across the Site (the “License”) for the purpose of (i) installing, constructing, operating, maintaining, accessing, removing and replacing the System; (ii) performing all of Provider’s obligations and enforcing all of Provider’s rights set forth in this Agreement; and (iii) installing, using and maintaining electric lines and equipment, including inverters and meters, necessary to interconnect the System to Customer’s electric system at the Site or to the utility’s electric distribution system or that otherwise may from time to time be useful or necessary in connection with the construction, installation, operation, maintenance, or repair of the System. The term of the License is the Term of this Agreement plus the period of time necessary for Provider to remove the PV System and ESS pursuant to Section 10.3.3 and 10.3.6 respectively, but in no case later than one hundred eighty (180) days after the Expiration Date with respect to the PV System and the Storage Services Term with respect to the ESS (the “License Term”). During the License Term, Customer shall preserve and protect Provider’s rights under the License and Provider’s access to the Site and shall not interfere with or permit any third parties to interfere with Provider’s rights or access. Except for an emergency situation as described in Section 4.2.1(a) or (b) (an “Emergency Situation”), Provider shall notify Customer in writing, which may be made via email to Customer’s Energy Manager, 40 Muir Road, Martinez, CA 94553 (Frank.DiMassa@pw.cccounty.us), or to any other address Customer may designate in a written notice to Provider, forty-eight (48) hours before Provider intends to access the Site pursuant to the License. Notwithstanding that the License granted herein is irrevocable, Customer reserves the right to exclude Provider, its agents, employees and subcontractors from the Site in the event that Customer notifies Provider of a breach of the License and Provider fails to cure such breach pursuant to Section 11.2.1 of this Agreement; provided, however, that, Customer agrees not to exclude Provider, its agents, employees and subcontractors from the Site (A) in the event of an Emergency Situation as described in Section 4.2 so long as Customer has been notified of such an Emergency Situation pursuant to Section 7 4.2 and (B) in the event that the System is to be removed pursuant to this Agreement. 3. Design, Construction, Installation and Testing of System. 3.1 Installation. Subject to Section 3.2, Provider will cause the System to be designed, engineered, installed and constructed at the Site substantially in accordance with the terms of this Agreement, including without limitation, the provisions of Exhibit A (System Design and Construction). Customer shall review and approve, such approval not to be unreasonably withheld or delayed, all construction plans, including engineering evaluations of the impact of the System on the structural integrity and strength of the location where the System is installed inside, on or near Customer’s buildings. Provider shall organize the procurement of all materials and equipment for the installation work and maintain the same at the Site. Subject to the terms of the License, Provider shall perform installation work at the Site during the times set forth in Exhibit A and Schedule B in a manner that minimizes inconvenience to and interference with Customer’s and Customer’s invitees’ and Customers’ use of the Site to the extent commercially practical. Notwithstanding the foregoing, in the event that Provider determines in its sole discretion that it is unable to install the System at the Site, it shall be under no obligation to do so, and this Agreement shall terminate and be of no further force and effect upon written notice from Provider to Customer to that effect. 3.1.1 System Design and Construction. Exhibit A (System Design and Construction) attached hereto sets forth the design, engineering and construction specifications for the System, as well as assumptions made by the Provider regarding the Site conditions, the electrical conditions, and System attributes (such assumptions being referred to herein as the “Standards”). Schedule B (Description of System) sets forth the known actual conditions for the Site and the System, including deviations from the Standards. The Standards are such that the described items for the System will not need repair, replacement, modification or construction beyond that described in Exhibit A and Schedule B in order for Provider to properly construct and install the System. If the construction and installation of the System is required for any reason (except for reasons attributable to Provider) to deviate from the Standards and Schedule B, Provider will notify the Customer and provide an estimate of any incremental cost to Customer and Customer will have the option to (i) pay the incremental cost at the time the cost is incurred and billed to the Customer, (ii) pay the incremental cost over the Term through a calculated increase in the kWh Rate and/or Storage Services Fee, or (iii) elect an alternative location subject to the conditions of Section 3.1.2. 3.1.2 Alternative Location. Prior to the Commercial Operation Date, if the Customer’s interest in the Site is a leasehold interest and the Customer is unable to obtain the landlord’s consent in accordance with the License or Customer chooses an alternative location per Section 3.1.1, Customer will have the option to elect an alternative location if Environmental Attributes and Environmental Financial Incentives financially equivalent to or better than those associated with the original location are available for the alternative location, and if the expected System kWh output and construction cost at the alternative location are equivalent to or superior 8 than those associated with the originally proposed location. Such alternative location is subject to Provider approval, not to be unreasonably withheld. If an alternative location cannot be established, Provider will have the right to terminate per Section 3.2. 3.2 Conditions Precedent to Commencement of Construction and Installation. 3.2.1 Commencement by the Provider of construction and installation activities with respect to the PV System are subject to the satisfaction of the following conditions precedent (in addition to the condition set forth in Section 3.3): (a) Provider shall have closed financing for construction and long-term ownership of the PV System and the Solar Services to be performed at the Site and, to the extent required pursuant to the applicable financing documentation, the third party financing institution providing such financing shall have been provided with the materials referred to in Section 14.17 and Section 16; (b) Provider shall have entered into the applicable contract(s) for construction and installation of the PV System, subject to the terms of the applicable financing, if any; (c) Provider shall have obtained the permits, licenses and other approvals required by Applicable Law to be obtained by Provider prior to such commencement; (d) Provider shall have received satisfactory notice that the applications for Environmental Financial Incentives for the PV System have been accepted and approved by the appropriate governing agency; and (e) Provider shall have received from Customer satisfactory evidence that the project—including the System, the License, and the work and Solar Services described in this Agreement—is exempt from the regulatory jurisdiction of local agencies (including zoning, building, and land-use requirements) or that all required local agency approvals and permits have been obtained. provided, however, that if any of the foregoing conditions precedent have not been satisfied on or before June 17, 2020 (the “CP Date”), Provider shall have the option to terminate this Agreement without triggering the default provisions of this Agreement or any liability under this Agreement, and if Provider does not terminate this Agreement one hundred eighty (180) days following the CP Date, Customer may terminate this Agreement without triggering the default provisions of this Agreement or any liability under this Agreement. Alternatively, in the event that such conditions precedent are not satisfied by such date, the Parties may mutually agree to amend this Agreement to revise the Commercial Operation Date and term of this Agreement. 9 3.2.2 Commencement by the Provider of construction and installation activities with respect to the ESS shall be subject to the satisfaction of the following conditions precedent (in addition to the condition set forth in Section 3.3): (a) Provider shall have closed financing for construction and long-term ownership of the ESS and the Storage Services to be performed at the Site and, to the extent required pursuant to the applicable financing documentation, the third party financing institution providing such financing shall have been provided with the materials referred to in Section 14.17 and Section 16; (b) Provider shall have entered into the applicable contract(s) for construction and installation of the ESS, subject to the terms of the applicable financing, if any; (c) Provider shall have obtained the permits, licenses and other approvals required by Applicable Law to be obtained by Provider prior to such commencement; and (d) Provider shall have received satisfactory notice that the applications for Environmental Financial Incentives for the ESS have been accepted and approved by the appropriate governing agency; provided, however, that if any of the foregoing conditions precedent have not been satisfied on or before the CP Date, Provider shall have the option to terminate the Storage Services Provisions without triggering the default provisions of this Agreement or any liability under this Agreement with respect to the Storage Services Provisions, and if Provider does not terminate the Storage Services Provisions within one hundred eighty (180) days following the CP Date, Customer may terminate the Storage Services Provisions without triggering the default provisions of this Agreement or any liability under this Agreement with respect to the Storage Services Provisions. In the case that Provider elects not install the ESS and causes a Storage Services Termination, Customer will have no obligations with the respect to payment of the Storage Services Fees or any other Storage Services Provisions. A Storage Services Termination shall not terminate the Solar Services provisions of this Agreement. 3.3 Utility Approvals. Notwithstanding that Provider shall have primary responsibility for preparing applications and obtaining all permits, licenses and approvals required for the performance of work under this Agreement, Customer agrees to reasonably assist Provider in obtaining necessary permits, licenses and approvals in connection with the installation, operation and maintenance of the System, including the submission of applications for interconnection of the System with the local electric utility. Customer shall not make any material changes to its electrical equipment at the Site after the date on which the applicable utility interconnection application is submitted unless any such changes, individually or in the aggregate, would not 10 adversely affect the approval by such utility of such interconnection. Should the local electric utility fail to approve the interconnection of the PV System or require equipment in addition to the equipment set forth in Schedule B in connection with the Site, Provider may, at Provider’s option, terminate this Agreement immediately subsequent to notification from the local utility. Should the local electric utility fail to approve the interconnection of the ESS or require equipment in addition to the equipment set forth in Schedule B in connection with the Site, Provider may, at Provider’s option, elect not to install the ESS and cause a Storage Services Termination. The Parties shall not be obligated to go forward with installation of the System if the applicable utility approvals are conditioned upon material upgrades to the existing electrical infrastructure and neither Party elects to provide for such upgrades. Customer also agrees to assist Provider and make all necessary repairs or changes to the existing electrical infrastructure so that the Site and System are eligible for the Environmental Financial Incentives. 3.4 Energy Delivery. The date on which the delivery of Energy from the System commences (the “Commercial Operation Date”) shall be the date on which all of the following shall have occurred: (a) Provider shall have certified to Customer in writing that the PV System is substantially complete and available for commercial operation; (b) all permits and licenses required to be obtained under Applicable Law in connection with the operation of the PV System shall have been obtained and be in full force and effect; and (c) Customer shall have entered into an interconnection agreement with the local electricity utility. In no event shall Provider have any liability to Customer for a delay in the Commercial Operation Date caused by Customer, Customer’s electricity provider, a local agency issuing permits for the System or any other third parties outside of Provider’s control. 3.5 Risk of Loss; Exclusive Control. As between the Parties, Provider will be deemed to be in exclusive control (and responsible for any property damage or injuries to persons caused thereby) of the Energy up to but excluding the point where the System is interconnected to Customer’s electrical intertie; e.g., the Customer’s line-side tap (the “Interconnection Point”) and Customer will be deemed to be in exclusive control (and responsible for any property damage or injuries to persons caused thereby) of the Energy at and from the Interconnection Point. Risk of loss related to the Energy will transfer from Provider to Customer at the Interconnection Point. 3.6 Termination Values. The Parties acknowledge and agree that the Termination Values with respect to the applicable System are as set forth in Schedule D of this Agreement. 11 4. Operation and Maintenance of System. 4.1 O&M Work; Phone/Data Line. 4.1.1 PV O&M Work. Provider shall provide operation, repair, monitoring and maintenance services to the PV System during the Term of this Agreement, including the monitoring and maintenance of metering equipment determining the quantity of electricity produced by the PV System (collectively, the “PV O&M Work”). Provider shall perform the PV O&M Work, either directly or indirectly through a subcontract with SunPower Corporation, Systems , an affiliate of Provider or through a third-party service provider capable of providing comparable services, provided that Provider remains responsible for all PV O&M Work notwithstanding any such subcontracting. Provider shall perform, or cause to be performed, the PV O&M Work to ensure that the System is capable of delivering the Energy in accordance with the specifications set forth in Schedule B. Provider shall use commercially reasonable efforts to enforce the terms of any contract for operations and maintenance services to which it is a party and PV System warranty agreements. 4.1.2 ESS O&M Work. Provider shall provide operation, repair, monitoring and maintenance services to the ESS System during the Storage Services Term (the “ESS O&M Work”). Provider shall maintain during the Storage Services Term the capability to provide such ESS O&M Work, either directly or indirectly, or through a third-party service provider capable of providing comparable services, provided that Provider remains responsible for all operation, repair, monitoring and maintenance services to the ESS System notwithstanding any such subcontracting. Provider shall use commercially reasonable efforts to enforce the terms of any contract for operations and maintenance services to which it is a party and ESS warranty agreements. 4.1.3 Phone/Data Line. Customer shall properly maintain, pay for and provide access to the necessary phone, computer, or other communication lines necessary to permit Provider to (a) record the electrical output of the PV System for the entire Term, (b) operate the ESS during the Storage Services Term. 4.2 Malfunctions and Emergencies. 4.2.1 Each of Customer and Provider shall notify the other within twenty- four (24) hours following the discovery by it of (a) any material malfunction in the operation of the System, (b) an interruption in the supply of Solar Services or Storage Services. Provider and Customer shall each designate personnel and establish procedures such that each Party may provide notice of such conditions requiring Provider’s repair or alteration at all times, twenty-four (24) hours per day, including weekends and holidays. Each Party shall notify the other Party immediately upon the discovery of an emergency condition in the System. 4.2.2 Provider shall commence repairs to (a) any malfunctioning PV System and restore the supply of the Energy, and (b) during the Storage Services Term, any malfunctioning ESS and restore the provision of Storage Services, as soon as reasonably possible after notice or upon its own discovery of any of the conditions specified in Section 4.2.1 during normal business hours and, subject to Section 2, take steps to mobilize personnel to commence repairs after notice or discovery of a condition requiring repair or other corrective action. If an 12 emergency condition exists, Provider shall dispatch the appropriate personnel immediately upon becoming aware thereof to perform the necessary repairs or corrective action in an expeditious and safe manner. For routine and emergency repairs, the Parties shall contact the persons set forth below: If to Provider: Wayne Webb, Senior Manager, Operations & Maintenance 2900 Esperanza Crossing, 2nd Floor Austin, TX 78759 (510) 439 – 4663 or (800) 251-9728 Wayne.Webb@sunpowercorp.com with a copy to: customer.service@sunpower.com 4.3 Metering. 4.3.1 Meters. Provider shall install and maintain the following meters (each a “Meter” and collectively, the “Meters”) in connection with the System: (a) PV Meter: for the Term of this Agreement, a utility-grade kilowatt-hour (“kWh”) meter (“PV Meter”) at the PV System for the measurement of Energy provided to Customer, which shall measure the kWh output of the PV System on a continuous basis. (b) Consumption Meter: for the Storage Services Term, a utility- grade kWh meter (“Consumption Meter”) at the Site’s main utility meter, which shall measure the kWh consumption of the Site. (c) ESS Meter: for the Storage Services Term, a utility-grade kWh meter (“ESS Meter”) at the ESS inverter, which shall measure the kWh charge and discharge of the ESS. Upon Customer’s written request, Provider shall furnish a copy of all technical specifications and accuracy calibrations for the Meters, as well as all metering data and energy production and consumption calculations. Provider shall test the Meters in compliance with manufacturer’s recommendations. 4.3.2 Customer Audits and Inspections. Once per calendar year, Customer shall have the right to audit all Meter data upon reasonable notice, and any such audit shall be at Customer’s sole cost. Customer shall have a right of access to all Meters at reasonable times and with reasonable prior notice for the purpose of verifying readings and calibrations. 4.3.3 Adjustments. If testing of any Meter pursuant to Section 4.3.1 or Section 4.3.2 indicates that any Meter is in error by more than two percent (2%), then Provider shall promptly repair or replace such Meter. If the PV Meter is found to be in error by more than two percent (2%), Provider shall make a corresponding adjustment to the records of the amount of Energy based on such test results for (a) the actual period of time when such error caused 13 inaccurate PV 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. If the Consumption Meter or ESS Meter is found to be in error by more than two percent (2%), Provider shall make a corresponding adjustment to the Actual Demand Savings 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. 4.3.4 Disputes. Any dispute arising out of the reading or calibration of a Meter shall be resolved in accordance with the procedures set forth in Section 6.3.2. 4.4 Title to System. Provider, or Provider’s permitted assigns with respect to the System, shall at all times retain title to and be the legal and beneficial owner of the System, including the right to any tax credits available under federal or state law, and the System shall remain the property of Provider or Provider’s assigns. The System shall remain the personal property of Provider or Provider’s assigns and shall not attach to or be deemed a part of, or fixture to, the Site. It is the Parties’ intention th at the System shall at all times retain the legal status of personal property . Provider shall be entitled to, and is hereby authorized to, file one or more precautionary Uniform Commercial Code financing statements with the California Secretary of State with respect to the System in order to protect its rights in the System, provided that no such UCC financing statement shall name Customer as the debtor. The System shall be clearly marked and identified as being the property of the Provider or Provider’s assigns. The Parties intend that neither Customer nor any party related to Customer shall acquire the right to operate the System or be deemed to operate the System. 4.5 Outages. Customer shall be permitted two (2) twenty-four (24) consecutive hour days during which the PV System may be offline (each, a “Scheduled Outage”) per calendar year during the Term, during which days Customer shall not be obligated to accept, and if not accepted, pay for the Energy; provided, however, that Customer shall have notified Provider in writing of each such Scheduled Outage at least forty-eight (48) hours in advance of the commencement of such Scheduled Outage. In the event that Scheduled Outages at the Site exceed two (2) days per calendar year for a reason other than a Force Majeure Event, and for all unscheduled outages, Provider shall reasonably estimate the amount of Energy that would have been delivered to Customer during each hour of such excess Scheduled Outages or unscheduled outages and shall invoice Customer for such amount, which shall be payable in accordance with Section 6.3. Additionally, as set forth in Exhibit C (Performance Guarantee), Provider shall be relieved of any failure to meet the Performance Guarantee due to any Scheduled Outage or unscheduled outage. 14 4.6 Compliance with Utility Specifications. Provider shall ensure that the operation of the System and all Energy generated by the System conform to applicable utility specifications for energy being generated and delivered to the Site’s electric distribution system, which shall include the installation of proper power conditioning and safety equipment, submittal of necessary specifications, coordination of utility testing and verification, and all related costs. 5. Purchase of Solar Services. 5.1 Purchase Requirement. Customer agrees to purchase one hundred percent (100%) of the Energy delivered by the System during the Term of this Agreement and one hundred percent (100%) of the Storage Services provided with respect to the System. While the Solar Services are calculated and billed on the basis of kWh of Energy as set forth in Section 6.1, Customer acknowledges and agrees that such Solar Services and the Storage Services represent a package of services including the production, storage and supply of electrical energy output from the System and the reduction of Customer’s electric demand, together with any other services associated with Solar Services and Storage Services that Provider may provide to Customer. The payment for Solar Services (expressed in $/kWh) and Storage Services (express in $/kWh) are calculated to include all of the above services. Neither Party may claim that by this Agreement Provider is an electric utility subject to regulation as an electric utility or subject to regulated electricity rates. Provider shall not claim to be providing electric utility services to Customer and shall not interfere with Customer’s ability to select an electric utility provider except that, to the extent Customer has a choice in selecting an electric utility provider or electricity provider, Customer shall not select an electric utility provider or electricity provider that requires, as part of their conditions for service, removal or discontinued operation of the System or the sales of Energy or Storage Services hereunder. 5.2 Environmental Attributes; Environmental Financial Incentives. 5.2.1 Environmental Attributes. All Environmental Attributes and associated Reporting Rights available in connection with the System are retained and owned by Customer or its assignee. Provider shall take all reasonable measures to assist Customer in obtaining all Environmental Attributes currently available or subsequently made available in connection with the System. At Customer’s request and expense, Provider shall execute all such documents and instruments reasonably necessary or desirable to effect or evidence Customer’s or its assignee right, title and interest in and to the Environmental Attributes. If the standards used to qualify the Environmental Attributes to which Customer is entitled under this Agreement are changed or modified, Provider shall, at Customer’s request and expense, use all reasonable efforts to cause the Environmental Attributes to comply with new standards as changed or modified. If Provider fails to act in good faith in completing documentation or taking actions reasonably requested by Customer, and such failure results in the loss of an Environmental Attribute that 15 would otherwise be available, Provider shall reimburse Customer for the full amount of such lost Environmental Attribute. 5.2.2 Environmental Financial Incentives. All Environmental Financial Incentives and associated Reporting Rights available in connection with the System are retained and owned by Provider or its assignee. Customer shall take all reasonable measures to assist Provider in obtaining all Environmental Financial Incentives currently available or subsequently made available in connection with the System. At Provider’s request and expense, Customer shall execute all such documents and instruments reasonably necessary or desirable to effect or evidence Provider’s or its assignee right, title and interest in and to the Environmental Financial Incentives. If the standards used to qualify the Environmental Financial Incentives to which Provider is entitled under this Agreement are changed or modified, Customer shall, at Provider’s request and expense, use all reasonable efforts to cause the Environmental Financial Incentives to comply with new standards as changed or modified. If Customer fails to act in good faith in completing documentation or taking actions reasonably requested by Provider, and such failure results in the loss of an Environmental Financial Incentive that would otherwise be available, Customer shall reimburse Provider for the full amount of such lost Environmental Financial Incentive. 5.2.3 Customer shall not take any action or suffer any omission that would have the effect of impairing the value to the Provider of the Environmental Attributes or Environmental Financial Incentives. 5.2.4 Provider or its assignee will at all times retain all tax credits and related tax benefits (including depreciation) associated with the System. 6. Price and Payment. 6.1 Price. Customer shall pay Provider for (a) the Energy provided pursuant to the terms of this Agreement at the rate per kWh (the “kWh Rate”) set forth in Schedule C for the applicable period, and (b) the Storage Services Fee at the rate set forth in Schedule C for the applicable period, plus any adjustments required pursuant to Section 3.1.1, plus any additional amount required pursuant to Section 6.2. Notwithstanding the foregoing, in the event that Customer elects to renew this Agreement pursuant Section 10.3.1, Customer shall pay the Renewal Rate for Energy delivered during such renewal period. 6.2 Taxes. 6.2.1 Customer Taxes. Provider shall invoice Customer for, and Customer shall pay all sales, use, excise, ad valorem, transfer and other similar taxes (“Transfer Taxes”), but excluding in all events taxes based on or measured by net income, that are imposed by any taxing authority arising out of or with respect to the purchase or sale of the Solar Services or Storage Services (regardless of whether such Transfer Taxes are imposed on Provider or Customer), together with any interest, penalties or additions to tax payable with respect to such Transfer Taxes, unless such interest, penalties or additions to tax payable with respect to such Transfer Taxes are due to Provider’s failure to timely remit any such Transfer Taxes or to file any returns required by 16 the appropriate taxing authority, and Provider shall indemnify and hold Customer harmless in such excepted cases. If Customer shall be required to by law to withhold or deduct any Transfer Taxes or other taxes imposed by any jurisdiction or any political subdivision from or in respect of any sum payable hereunder, the sum payable shall be increased as may be necessary so that, after taking all required deductions, Provider shall have received an amount equal to the sum it would have received had no such deductions been made. Provider will pay any ad valorem property tax imposed on the System by any taxing authority. 6.2.2 Provider Taxes. Provider will pay and hold harmless Customer from any sales or use tax imposed upon Customer arising from this Agreement, other than as set forth in the preceding Section 6.2.1, including but not limited to Provider's manufacture, installation and acquisition of the System. Provider will pay and hold harmless Customer from property tax, if any, assessed on (i) Provider’s use of the portion of the Site on which the System is installed, to the extent prescribed in the License; (ii) the System or Provider’s ownership, installation or use thereof; or (iii) any other aspect of this Agreement. Notwithstanding the foregoing, Customer shall pay and hold harmless Provider from sales and use taxes, if any, arising upon the transfer, if any, of both legal and beneficial ownership of the System to Customer pursuant to this Agreement. 6.3 Billing and Payment. Billing and payment for the Solar Services and Storage Services sold and purchased under this Agreement and any other amounts due and payable hereunder shall occur as follows: 6.3.1 Payments. Subject to adjustment in accordance with the following sentences of this Section 6.3.1, Customer shall pay to Provider: (a) with respect to the Solar Services, for each Monthly Period during the Term within thirty (30) days after receipt of any invoice a payment for the Energy delivered by the System during each such Monthly Period equal to the product of (a) Monthly Production for the System for the relevant month multiplied by (b) the then applicable kWh Rate. (b) with respect to the Storage Services, through the end of the Storage Services Term, within thirty (30) days after receipt of any invoice, a payment in an amount equal to the product of (a) Monthly Production of the System for the relevant month, multiplied by (b) the Storage Services Fee in $/kWh as set forth in Schedule C. 17 Customer payments under Sections 6.3.1(a) and (b) above shall be made by check to: Solar Star Co Co 1, LLC Attn: Commercial Asset Management Group c/o SunPower Capital Services, LLC 2900 Esperanza Crossing Austin, TX 78758 Payment may also be made by wire transfer of immediately available funds upon receipt of specific instructions by Provider. Upon receipt of written direction and instructions from Provider and Provider’s Financing Party, all payments to be made by the Customer to the Provider under this Agreement shall be made directly to the Provider’s Financing Party or its agent designated in a writing addressed to Customer from time to time. 6.3.2 Invoice Errors. Within thirty (30) days after receipt of any invoice, Customer may provide written notice to Provider of any alleged error therein (including any error resulting from Meter adjustments pursuant to Section 4.3.3). Customer shall pay all undisputed amounts, including the undisputed portion of any invoice, in accordance with the instructions set forth for payment under Section 6.3.1. If Provider notifies Customer in writing within thirty (30) days of receipt of such notice that Provider disagrees with the allegation of error in the invoice, the Parties shall meet, by telephone conference call or otherwise, within ten (10) days of Customer’s response for the purpose of attempting to resolve the dispute. 6.3.3 Late Payments. All payments hereunder shall be made without setoff or deduction. Any payment not made within the time limits specified in Section 6.3.1 shall bear interest from the date on which such payment was required to have been made through and including the date on which such payment is actually received by the Provider. Such interest shall accrue at a monthly rate equal to the lesser of the then prevailing prime rate of interest as published in The Wall Street Journal or the maximum interest rate permitted by Applicable Law. 7. General Covenants. 7.1 Provider’s Covenants. Provider covenants and agrees as follows: 7.1.1 Permits and Approvals. While performing this Agreement, Provider shall obtain and maintain all approvals, consents, licenses and permits from relevant Governmental Authorities, utility personnel, and (to the extent known to Provider) the Site’s owners, if Customer is not the owner of the Site, and other agreements and consents required to be obtained and maintained by Provider and to enable Provider to perform such work. Provider shall deliver copies of all permits and approvals obtained pursuant to this Section to Customer. 7.1.2 Health and Safety. Provider shall take all reasonably necessary safety precautions in performing this Agreement and shall comply in all material respects with all Applicable Laws pertaining to the safety of persons and real and personal property. 18 7.1.3 Removal of Liens. Provider shall not directly or indirectly cause, create, incur, assume or suffer to exist any mortgage, pledge, lien (including mechanics’, laborers’ or materialmen’s liens), charge, security interest, encumbrance or claim of any nature (“Liens”) on or with respect to the Site or any interest therein; provided that this Section 7.1.3 shall not limit Liens on the System. If Provider breaches its obligations under this Section, it shall immediately notify Customer in writing, shall promptly cause such Lien to be discharged and released of record without cost to Customer, and shall defend and indemnify Customer against all costs and expenses (including reasonable attorneys’ fees and court costs at trial and on appeal) incurred in discharging and releasing such Lien. 7.1.4 Provider Records. Provider shall keep complete and accurate records of its operations hereunder and shall maintain such data as may be necessary to determine with reasonable accuracy any item relevant to this Agreement. Customer has the right to examine all such records insofar as may be necessary for the purpose of ascertaining the reasonableness and accuracy of any statements of costs relating to transactions hereunder. 7.2 Customer’s Covenants. Customer covenants and agrees as follows: 7.2.1 Health and Safety. Customer shall at all times maintain the areas of the Site consistent with all Applicable Laws pertaining to the health and safety of persons and property. 7.2.2 Security. Customer shall provide and take reasonable measures for security of the System, including commercially reasonable monitoring of the Site’s alarms, if any. 7.2.3 Notice of Damage. Customer shall promptly notify Provider of any matters of which it becomes aware pertaining to any damage to or loss of the use of the System or that could reasonably be expected to adversely affect the System. 7.2.4 Liens. Customer shall not directly or indirectly cause, create, incur, assume or suffer to exist any Liens on or with respect to the System or any interest therein. Customer also shall pay promptly any taxes, charges or fees of whatever type of any relevant Governmental Authority for which Customer is responsible under Section 6.2 before a fine or penalty may attach to the System. If Customer breaches its obligations under this Section, it shall immediately notify Provider in writing, and shall promptly cause such Lien on or with respect to the System (including if such arises in favor of any third party claiming through Customer, such as a lender, mortgagee or encumbrancer of real property) to be removed, discharged and released of record without cost to Provider, and shall defend, indemnify and hold Provider harmless against all costs and expenses (including reasonable attorneys’ fees and court costs at trial and on appeal) incurred in removing, discharging and releasing such Lien. 7.2.5 Consents and Approvals. Customer shall obtain and maintain, and secure and deliver to Provider copies of, all consents, approvals, permits, licenses, and authorizations (or evidence that the project—including the System, and the work and Solar Services described in this Agreement—is exempt from the regulatory jurisdiction of local agencies (including zoning, building, and land-use requirements) or that all required local agency approvals 19 and permits have been obtained) relating to the performance of Customer’s obligations and the rights granted by Customer hereunder, and that are required by the terms, conditions or provisions of any restriction or any agreement or instrument or statute to which Customer is a party or by which Customer is bound, including completing applications for interconnection with Customer’s local electric utility. Customer shall use best efforts to assist Provider in fulfilling Provider’s responsibilities under Section 7.1.1. In addition, as a condition precedent to the effectiveness of this Agreement, Customer covenants that it has obtained all discretionary and other approvals required in connection with the project from its governing board and all applicable Government Authorities and that such board or Governmental Authority complied with the California Environmental Quality Act; or, if no other discretionary approvals were required, such board or Governmental Authority approved this Agreement before it was executed. 7.2.6 Maintenance of Interconnection. Customer shall ensure that all of the facilities to which the Energy is delivered, or with respect to which the Storage Services are provided, hereunder remain interconnected to the electrical grid during the entire Term or Storage Services Term, as applicable, except as permitted under Section 4.5 and Section 9. 7.2.7 Solar Access. Customer shall ensure that the PV System remains free of overshadowing or other blocked access to sunlight during the Term, and it is acknowledged and agreed by the Parties that the foregoing is a material obligation of the Customer for the purposes of this Agreement. Customer will use best efforts to secure a solar easement for the Site to prevent other buildings, structures or flora from overshadowing or otherwise blocking access of the sunlight to the System. Provider shall provide assistance to Customer in seeking a solar easement; however, Customer shall bear all costs and expenses related to obtaining any such easement. 7.2.8 Customer Records. Customer shall keep complete and accurate records of its operations hereunder and shall maintain such data as may be necessary to determine with reasonable accuracy any item relevant to this Agreement. Provider shall have the right to examine all such records insofar as may be necessary for the purpose of ascertaining the reasonableness and accuracy of any statements of costs relating to transactions hereunder. 7.2.9 Utility Account Information. Customer shall authorize Provider to have full access to Customer’s electric utility billing and account information as necessary to measure and validate the Actual Demand Savings provided by the ESS. 8. Insurance Requirements. 8.1 Provider’s General Liability Insurance. Provider shall maintain , at its sole expense, commercial general liability insurance, including products and completed operations and personal injury insurance, in a minimum amount of one million dollars ($1,000,000) per occurrence and in the aggregate, endorsed to provide contractual liability in said amount, specifically covering Provider’s obligations under this Agreement and naming Customer as an additional insured. The minimum coverage amount of $1,000,000 per occurrence and in the aggregate may be satisfied by a combination of a general liability policy and an excess/umbrella liability policy. 20 Provider, if it has employees, shall also maintain at all times during the term of this Agreement worker s’ compensation insurance coverage in accordance with the applicable requirements of federal and state law. Within thirty (30) days after execution of this Agreement and upon Customer’s request annually thereafter, Provider shall deliver to Customer certificates of insurance evidencing such coverage, which shall specify that Customer shall be given at least thirty (30) days’ prior written notice by the applicable insurer in the event of any material modification, cancellation or termination of coverage, except ten (10) days for non- payment of premium. Such insurance shall be primary coverage without right of contribution from any insurance of Customer. 8.2 Customer’s Insurance. Customer shall provide and maintain “all-risk” property insurance covering the buildings on which the System is located during all periods (construction and operation) that Provider is the beneficial owner of the System, and naming Provider or its assignee as the loss payee. The System shall be insured for not less than its Termination Value. All such policies shall be with financially sound and reputable insurance companies that have an (i) A.M. Best rating of A+ and a financial strength category of “XII” or higher, (ii) a Standard & Poor’s financial strength rating of A+ or higher, or (iii) are otherwise reasonably satisfactory to the Provider or its assignee; and such policies shall be on terms that are reasonably satisfactory to the Provider or its assignee. Within thirty (30) days after execution of this Agreement and upon Provider’s request annually thereafter, Customer shall deliver to Provider certificates of insurance evidencing such coverage, which shall specify that Provider shall be given at least thirty (30) days’ prior written notice (10 days’ notice for cancellation due to nonpayment of premiums) by the applicable insurer in the event of any material modification, cancellation or termination of coverage. Such insurance shall be primary coverage without right of contribution from any insurance of Provider. Notwithstanding the foregoing, Customer shall be entitled to self - insure all of its insurance requirements under this Agreement . 9. Force Majeure Events. If either Party is prevented from or delayed in performing any of its obligations under this Agreement by reason of a Force Majeure Event, such Party shall notify the other Party in writing as soon as practicable after the onset of such Force Majeure Event and shall be excused from the performance of its obligations under this Agreement to the extent that such Force Majeure Event interferes with such performance. The Party whose performance under this Agreement is prevented or delayed as the result of a Force Majeure Event shall use reasonable efforts to remedy its inability to perform. If a Party’s failure to perform its obligations under this Agreement is due to a Force Majeure Event, then such failure shall not be deemed a Provider Default or a Customer Default, as the case may be. In case a Force Majeure Event continues for at least one (1) year with respect to the System, t hen either Party may terminate this Agreement by written notice to the other. 21 10. Term; Customer Options; Termination. 10.1 Term. The term of this Agreement shall commence on the Effective Date and shall expire on the date that is twenty-five (25) years after the Commercial Operation Date (the “Expiration Date”), unless and until terminated earlier pursuant to Sections 3.1, 3.2, 3.3, 9, 10.2.3, 10.6 or 12 (the date of any such termination, the “Termination Date”, and the “Term” being such period of time commencing on the Effective Date and ending on the earlier of (i) the Termination Date, and (ii) the Expiration Date). Notwithstanding the foregoing, the Storage Services Provisions of this Agreement shall only be in effect during the Storage Services Term. 10.2 Customer Options Upon Cessation of Business Operations at Site. If, prior to the end of the Term, Customer ceases to conduct business operations at the Site, vacates the Site, or is prevented from allowing operation of the System on the Site: 10.2.1 Substitute Site. So long as Customer’s exercise of its rights under this Section 10.2.1 does not impair or reduce any Environmental Financial Incentives that may be available to the Provider, or otherwise have an adverse tax effect on Provider, or in the Provider’s sole discretion and determination, impair Provider’s ability to meet any and all obligations in connection with a Financing Party or a prospective financing transaction, Customer shall have the right to provide Provider with a mutually agreeable substitute Site located within the same utility district, subject to requisite governing agency approvals, to relocate the System, which agreement shall not be unreasonably withheld, or, if not available, in a location with similar solar insolation, utility rates, Environmental Attributes and Environmental Financial Incentives. Any such alternate Site shall have a similar demand charge profile as the Site. If such alternate Site is available and is acceptable to Provider, this Agreement shall be amended to delete the prior Site and add the new Site, but otherwise this Agreement shall remain in full force in accordance with its terms and shall not be deemed otherwise amended. Customer shall pay the reasonable costs arising in connection with the relocation(s) of the System, including removal costs, installation costs, any applicable interconnection fees, costs related to obtaining a site license or lease at the substitute site, other costs of deployment at the substitute Site, and amounts lost that would otherwise be payable under this Agreement due to such relocation(s) to Provider based on (i) delivered Energy averaged over the prior twelve months for the System and (ii) if during the Storage Services Term, all Storage Services Fees for any Monthly Periods during which the ESS is not operational due to such relocation(s). 10.2.2 Move and Pay Option. So long as such event does not impair or reduce any Environmental Attributes or Environmental Financial Incentives, Customer may elect to pay or guarantee the payment of the remaining monthly amounts due under this Agreement to Provider, and cause the System to be kept in operation at the Site, in each case through the remainder of the Term. 10.2.3 Termination and Payment of Termination Value. If, beginning in the sixth year following the Commercial Operation Date, a substitute Site cannot be located in 22 accordance with Section 10.2.1 with respect to the System and Customer elects not to avail itself of the provisions of Section 10.2.2 with respect to the System, then Customer shall so notify Provider, Provider shall remove the System (at Customer’s sole cost and expense) and Customer shall pay to Provider the then-applicable Termination Value specified in Column A of Schedule D as liquidated damages, whereupon this Agreement shall terminate. The Parties agree that actual damages to Provider if this Agreement is terminated as contemplated in this Section 10.2 would be difficult to ascertain, and the applicable Termination Value is a reasonable approximation of the damages suffered by Provider as a result of early termination of this Agreement. 10.3 Customer Options Upon Expiration of Term. 10.3.1 Extension of Term. Upon prior written notice to Provider at least one-hundred eighty (180) days prior to the Expiration Date, Customer has the option to renew the term of this Agreement with respect to the PV System and Solar Services for one (1) additional three (3)-year period at the Renewal Rate. 10.3.2 Purchase of PV System. If Customer has not elected to renew the term of this Agreement in accordance with Section 10.3.1, Customer may purchase the PV System by providing Provider written notice of its intent to purchase the PV System no later than one- hundred and eighty (180) days prior to the Expiration Date, and paying Provider the Fair Market Value thereof no later than the relevant Expiration Date. The “Fair Market Value” of the PV System shall be the value determined by the mutual agreement of Customer and Provider within ten (10) days after receipt by Provider of Customer’s notice of its election to purchase the PV System. If Customer and Provider cannot mutually agree to a Fair Market Value, then the Parties shall jointly select a nationally recognized independent appraiser with whom the parties have discussed methods and assumptions, with experience and expertise in the solar photovoltaic industry to value such equipment. Such appraiser shall act reasonably and in good faith to determine the Fair Market Value and shall set forth such determination in a written opinion delivered to the Parties. The valuation made by the appraiser shall be binding on the Parties in the absence of fraud or manifest error. The costs of the appraisal shall be borne by the Parties equally. To the extent transferable, the remaining period, if any, on all warranties for the PV System will be transferred from Provider to Customer. If the Parties are unable to agree on the selection of an appraiser, such appraiser shall be jointly selected by the appraiser firm proposed by the Customer and the appraiser firm proposed by the Provider. Upon receipt by Provider of payment of the Fair Market Value, title to the PV System as well as available Environmental Attributes and Environmental Financial Incentives from the PV System shall transfer to Customer as-is, where- is. 10.3.3 Return of PV System. If at the end of a Term, or an Extension of Term pursuant to Section 10.3.1, Customer does not exercise any of the options described in Sections 10.3.1 and 10.3.2, Provider shall remove all of its tangible property comprising the PV System from the Site by a mutually convenient date but in no case later than one hundred eighty (180) days after the Expiration Date with respect to the PV System. The cost to remove the PV System shall be borne by the Provider. The portion of the Site on which the PV System was installed shall be returned to its original condition, except for ordinary wear and tear, and Provider shall leave the portion of the Site on which the System was installed in neat and clean order. 23 10.3.4 Extension of Storage Services Term. Upon prior written notice to Provider at least one-hundred eighty (180) days prior to the end of the Storage Services Term, Parties may mutually agree to extend the Storage Services Term with respect to the ESS and the Storage Services for one (1) additional five (5)-year period at the ESS Renewal Rate. 10.3.5 Purchase of ESS. If Customer has not elected to renew the Storage Services Term in accordance with Section 10.3.4, Customer shall have the option to purchase the ESS by providing Provider written notice of its intent to purchase the ESS no later than one- hundred and eighty (180) days prior to the end of the Storage Services Term, and paying Provider the ESS Fair Market Value thereof no later than the Expiration Date. The “ESS Fair Market Value” of the ESS shall be the value determined by the mutual agreement of Customer and Provider within ten (10) days after receipt by Provider of Customer’s notice of its election to purchase the ESS. If Customer and Provider cannot mutually agree to an ESS Fair Market Value, then the Parties shall jointly select a nationally recognized independent appraiser with whom the parties have discussed methods and assumptions, with experience and expertise in the solar photovoltaic and energy storage industry to value such equipment. Such appraiser shall act reasonably and in good faith to determine the ESS Fair Market Value and shall set forth such determination in a written opinion delivered to the Parties. The valuation made by the appraiser shall be binding on the Parties in the absence of fraud or manifest error. The costs of the appraisal shall be borne by the Parties equally. To the extent transferable, the remaining period, if any, on all warranties for the ESS will be transferred from Provider to Customer at Customer’s sole expense. If the Parties are unable to agree on the selection of an appraiser, such appraiser shall be jointly selected by the appraiser firm proposed by the Customer and the appraiser firm proposed by the Provider. Upon receipt by Provider of payment of the ESS Fair Market Value, title to the ESS as well as available Environmental Financial Incentives from the ESS shall transfer to Customer as-is, where-is. 10.3.6 Return of the ESS. If at the end of Storage Services Term, or an extension thereof pursuant to Section 10.3.4, Customer does not exercise any of the options described in Sections 10.3.4 and 10.3.5, Provider shall remove all of its tangible property comprising the ESS from the Site by a mutually convenient date but in no case later than one hundred eighty (180) days after the expiration of the Storage Services Term. The cost to remove the ESS shall be borne by the Provider. The portion of the Site on which the ESS was installed shall be returned to its original condition, except for ordinary wear and tear, and Provider shall leave the portion of the Site on which the System was installed in neat and clean order. 10.3.7 Amended and Restated Agreement. At the end of the Storage Services Term, Customer agrees that it shall reasonably cooperate with a request from Provider to amend, or amend and restate this Agreement to remove all provisions applicable to the Storage Services and the ESS; provided, that the foregoing undertaking shall not obligate Customer to materially change any rights or benefits, or materially increase any burdens, liabilities or obligations of Customer, under this Agreement. 10.4 Customer Purchase Options Prior to Expiration Date. 10.4.1 On the later to occur of the sixth (6th) anniversary of the Commercial Operation Date and the Storage Services Commencement Date, provided that no Customer Default shall have occurred and be continuing beyond any applicable period of cure, Customer may elect to purchase all, but not less than all, of the 24 System (including both the ESS and the PV System). If Customer elects to so purchase the System, the purchase price shall be the higher of the then Fair Market Value of the System (calculated in accordance with the definition of Fair Market Value set forth in Section 10.3.2 for the PV System and the ESS Fair Market Value set forth in Section 10.3.5, and such determination to be at Customer’s sole cost and expense), or the then-current Termination Value specified in Column A of Schedule D. Not less than one-hundred-and-eighty (180) days prior to the exercise of the purchase option for the System, Customer shall provide written notice to Provider of Customer’s exercise thereof. Upon the exercise of the foregoing purchase option plus receipt of the Value as determined in Section 10.4 above and all other amounts then owing by Customer to Provider, the Parties will execute all documents necessary to cause title to the System to pass to Customer as-is, where- is; provided, however, that Provider shall remove any encumbrances placed on the System by Provider at Customer’s expense. 10.4.2 On the later to occur of the fifteenth (15th) anniversary of the Commercial Operation Date and the Storage Services Commencement Date, provided that no Customer Default shall have occurred and be continuing beyond any applicable period of cure, Customer may elect to purchase the PV System. If Customer elects to so purchase the PV System, the purchase price shall be the higher of the then Fair Market Value of the PV System (calculated in accordance with the definition of “Fair Market Value” set forth in Section 10.3.2 for the PV System, and such determination to be at Customer’s sole cost and expense), and the amount specified in Column A of Schedule D. Not less than one-hundred-and-eighty (180) days prior to the exercise of the purchase option for the PV System, Customer shall provide written notice to Provider of Customer’s exercise thereof. Upon the exercise of the foregoing purchase option plus receipt of the Fair Market Value and all other amounts then owing by Customer to Provider, the Parties will execute all documents necessary to cause title to the PV System to pass to Customer as-is, where-is; provided, however, that Provider shall remove any encumbrances placed on the PV System by Provider at Customer’s expense. 10.5 Payment of Termination Value on Termination Date. In the event that the Termination Date has occurred for reasons other than pursuant to Sections 3.1.2., 10.6 or 12.1.1, Customer shall be required to pay to Provider the then-applicable Termination Value specified in Column A of Schedule D as liquidated damages. The Parties agree that actual damages to Provider in the event this Agreement terminates prior to the expiration of the Term for causes attributable to Customer would be difficult to ascertain, and the applicable Termination Value is a reasonable approximation of the damages suffered by Provider as a result of early termination of this Agreement. 10.6 Provider Termination. Provider shall have the right, in Provider’s sole and absolute discretion, to terminate this Agreement upon written notice if any of the following occurs: 25 10.6.1 at any time until construction of the System commences Provider determines in its sole discretion that it is unable to install the System at the Site; 10.6.2 if the occurrence of an unstayed order of a court or administrative agency has the effect of subjecting the sales of the Energy or the Storage Services to federal or state regulation of the prices therefor and/or the delivery of the service; 10.6.3 the elimination or alteration of one or more Environmental Financial Incentives or other change in law that results in a material adverse economic impact on Provider; or 10.6.4 if the annual direct beam solar resource availability at the Site is less than or equal to 90% of historical averages as measured by long-term weather data (minimum of five (5) years) collected at the Site and/or other reliable calibrated and appropriate weather station representative of the Site. In the event of a Provider termination under this Section 10.6, Provider shall remove all of its tangible property comprising the System from the Site by a mutually convenient date but in no case later than one hundred eighty (180) days after the Termination Date. The cost to remove the System shall be borne by the Provider. The portion of the Site on which the System was installed shall be returned to its original condition, except for ordinary wear and tear, and Provider shall leave the portion of the Site on which the System was installed in neat and clean order. 11. Defaults. 11.1 Customer Default. The occurrence at any time of any of the following events shall constitute a “Customer Default”: 11.1.1 Failure to Pay. The failure of Customer to pay during the Term any amounts owing to Provider on or before the date on which such amounts are due and payable under the terms of this Agreement and Customer’s failure to cure such failure within fifteen (15) days after Customer receives written notice of each such failure from Provider; 11.1.2 Failure to Maintain Phone/Data Line. Unless due to a Force Majeure Event excused by Section 9, the failure of Customer to maintain and grant Provider access to the phone and other communications lines required to be maintained pursuant to Section 4.1.3 and Customer’s failure to cure such failure within twenty (20) business days after Customer receives written notice of such failure from Provider; provided that in any event if such failure shall continue for at least five (5) days after notice to Customer and shall result in lost revenue to Provider, Provider shall be entitled to reasonably estimate the amount of revenue that would have been obtained and shall invoice Customer therefor; 11.1.3 Failure to Perform Other Obligations. Unless due to (i) a Force Majeure Event excused by Section 9, or (ii) a breach of paragraph 2 of Section 2 (License), the failure of Customer to perform or cause to be performed any other material obligation required to 26 be performed by Customer under this Agreement, or the failure of any representation, covenant, or warranty set forth herein to be true and correct as and when made; provided, however, that if such failure by its nature can be cured, then Customer shall have a period of thirty (30) business days after receipt of written notice from Provider of such failure to Customer to cure the same and a Customer Default shall not be deemed to exist during such period; provided, further, that if Customer commences to cure such failure during such period and is diligently and in good faith attempting to effect such cure, said period shall be extended for one hundred twenty (120) additional days; 11.1.4 Bankruptcy, Etc. (a) Customer admits in writing its inability to pay its debts generally as they become due; (b) Customer files a petition or answer seeking reorganization or arrangement under the federal bankruptcy laws or any other applicable law or statute of the United States of America or any State, district or territory thereof; (c) Customer makes an assignment for the benefit of creditors; (d) Customer consents to the appointment of a receiver of the whole or any substantial part of its assets; (e) Customer has a petition in bankruptcy filed against it, and such petition is not dismissed within ninety (90) days after the filing thereof; (f) a court of competent jurisdiction enters an order, judgment, or decree appointing a receiver of the whole or any substantial part of Customer’s assets, and such order, judgment or decree is not vacated or set aside or stayed within ninety (90) days from the date of entry thereof; or (g) under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of the whole or any substantial part of Customer’s assets and such custody or control is not terminated or stayed within ninety (90) days from the date of assumption of such custody or control; or 11.1.5 Failure of Site Access. A breach by Customer of the License occurs and Customer fails to cure such breach within five (5) days after Customer receives written notice of such breach from Provider. 11.2 Provider Default. The occurrence at any time of the following event shall constitute a “Provider Default”: 11.2.1 Failure to Perform Obligations. Unless due to a Force Majeure Event excused by Section 9, the failure of Provider to perform or cause to be performed any obligation required to be performed by Provider under this Agreement or the failure of any representation and warranty set forth herein to be true and correct as and when made; provided, however, that if such failure by its nature can be cured, then Provider shall have a period of thirty (30) business days after receipt of written notice from Customer of such failure to Provider to cure the same and a Provider Default shall not be deemed to exist during such period; provided, further, that if Provider commences to cure such failure during such period and is diligently and in good faith attempting to effect such cure, said period shall be extended for one-hundred twenty (120) additional days; or 11.2.2 Bankruptcy, Etc. (a) Provider admits in writing its inability to pay its debts generally as they become due; (b) Provider files a petition or answer seeking reorganization or arrangement under the federal bankruptcy laws or any other applicable law or statute of the United States of America or any State, district or territory thereof; (c) Provider makes 27 an assignment for the benefit of creditors; (d) Provider consents to the appointment of a receiv er of the whole or any substantial part of its assets; (e) Provider has a petition in bankruptcy filed against it, and such petition is not dismissed within ninety (90) days after the filing thereof; (f) a court of competent jurisdiction enters an order, judgment, or decree appointing a receiver of the whole or any substantial part of Provider’s assets, and such order, judgment or decree is not vacated or set aside or stayed within ninety (90) days from the date of entry thereof; or (g) under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of the whole or any substantial part of Provider’s assets and such custody or control is not terminated or stayed within ninety (90) days from the date of assumption of such custody or control. 12. Remedies Following Default. 12.1 Customer’s Remedies Upon Occurrence of a Provider Default. 12.1.1 Termination. If a Provider Default has occurred and is continuing, then Customer may terminate this Agreement by providing written notice to Provider thereof, and this Agreement shall terminate and be of no further force or effect as of the date of the notice according to Section 14.1. 12.1.2 Other Rights and Remedies. If any Provider Default described under Section 11.2 has occurred and Customer has terminated this Agreement as a result thereof in accordance with the terms of Section 12.1.1 above, then, subject to Section 12.3, Provider shall pay to Customer an amount not to exceed the then-present value (discounted at the prevailing prime rate of interest as published in The Wall Street Journal on the day preceding the date of determination) of (a) the cash flows equal to the product of (i) the positive difference, if any, of the price per kWh for commercially available, utility-provided energy in the applicable market(s) (which shall not include related charges such as delivery, service, distribution, or taxes) minus the kWh Rate of Energy hereunder (as such kWh Rate would have been escalated over time pursuant to the terms hereof) hereof, multiplied by (ii) the number of days remaining in the term of th is Agreement had it not been terminated times the expected daily number of kWh of Energy to be delivered under this Agreement, calculated by dividing the Estimated Year 1 Production set forth in Schedule B, adjusted for as-built System, by 365. Provider’s payment to Customer of the amounts set forth in this Section 12.1.2 shall not in any way limit the other remedies at law or in equity that Customer may pursue as damages for Provider’s breach of this Agreement; provided, however, that such damages pursued by Customer are subject to the limitation provisions of Sections 12.3 and 12.5. 12.2 Provider’s Remedies Upon Customer Default. In addition to any other remedies available under this Agreement or at law, if a Customer Default has occurred and is continuing, then Provider may terminate this Agreement by providing written notice to Customer thereof, and this Agreement shall terminate and be of no further force or effect as of the date of the notice according to Section 14.1 and Provider shall have the right to (a) cause Customer to pay (and Customer shall have the obligation to pay to Provider) the applicable Termination Value set forth in Column A of Schedule D and (b) enter onto the Site and remove the System in accordance with the last sentence of Section 10.2.3. 28 12.3 No Consequential Damages. Nothing in this Agreement is intended to cause either Party to be, and neither Party shall be, liable to the other Party for any lost business, lost profits or revenues from others or other special or consequential damages, all claims for which are hereby irrevocably waived by Customer and Provider. Notwithstanding the foregoing, none of the payments for the Energy or any other amount specified as payable by Customer to Provider under the terms of this Agreement upon the termination of this Agreement shall be deemed consequential damages 12.4 Effect of Termination of Agreement. Upon the Termination Date or the Expiration Date, as applicable, any amounts then owing by a Party to the other Party shall become immediately due and payable and the then future obligations of Customer and Provider under this Agreement shall be terminated (other than the indemnity obligations set forth in Section 13). Such termination shall not relieve either Party from obligations accrued prior to the effective date of termination or expiration. 12.5 Limitation of Liability. THE TOTAL LIABILITY OF A PARTY TO THE OTHER PARTY FOR ALL CLAIMS OR SUITS OF ANY KIND, WHETHER BASED UPON THIS AGREEMENT, TORT (INCLUDING NEGLIGENCE BUT EXCLUDING THIRD PARTY TORT CLAIMS FOR PERSONAL INJURY OR PROPERTY DAMAGE ARISING FROM THE PERFORMANCE OF THIS AGREEMENT), WARRANTY, STTRICT LIABILITY OR OTHERWISE, FOR ANY LOSSES, DAMAGES, COSTS OR EXPENSES OF ANY KIND WHATSOEVER ARISING OUT OF, RESULTING FROM OR RELATED TO THE PERFORMANCE OR BREACH OF THIS AGREEMENT SHALL, UNDER NO CIRCUMSTANCES, EXCEED $2,574,015, PROVIDED THAT THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO (A) LIABILITY FOR FRAUD OR WILLFUL MISCONDUCT OF ANY PERSON; (B) LIABILITY UNDER THE INDEMNIFICATION PROVISIONS OF THIS AGREEMENT FOR CLAIMS OF THIRD PARTIES FOR PERSONAL INJURY OR PROPERTY DAMAGE ARISING FROM THIS AGREEMENT; OR (C) PAYMENT OF THE KWH RATE. THE LIMITATION OF LIABILITY PROVIDED FOR HEREIN SHALL NOT BE USED TO LIMIT OR REDUCE ANY AVAILABLE INSURANCE. 13. Indemnification. 13.1 Indemnification by Provider. Provider shall fully indemnify, save harmless and defend Customer from and against any and all costs, claims, and expenses incurred by Customer in connection with or arising from any claim by a third party for physical damage to or physical destruction of property, or death of or bodily injury to any Person, but only to the extent caused by (a) the negligence or willful misconduct of Provider or its agents or employees or others under Provider’s control in performing this Agreement, and 29 (b) a Provider Default under this Agreement; provided, however, that nothing in this Section 13.1 is intended to modify the limitation of Provider’s liability set forth in Section 12.3 above; provided further that to the extent Customer recovers such damages, losses and expenses under any insurance policy, Customer shall reimburse any payment made by Provider under this indemnity. 13.2 Indemnification by Customer. Without limiting the provisions of Section 8, Customer shall fully indemnify, save harmless and defend Provider or its assignees and successors from and against any and all costs, claims, and expenses incurred by Provider in connection with or arising from any claim by a third party for physical damage to or physical destruction of property, or death of or bodily injury to any Person, but only to the extent caused by (a) the negligence or willful misconduct of Customer or its agents or employees or others under Customer’s control at the Site or (b) a Customer Default hereunder; provided, however, that nothing in this Section 13.2 is intended to modify the limitation of Customer’s liability set forth in Section 12.3 above; provided further that to the extent Provider recovers such damages, losses and expenses under any insurance policy, Provider shall reimburse any payment made by Customer under this indemnity. 13.3 Notice of Claims. Any Party seeking indemnification hereunder (the “Indemnified Party”) shall deliver to the other Party (the “Indemnifying Party”) a 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 after the Indemnified Party receives notice that an action at law or a suit in equity has commenced; provided, however, that failure to deliver the Claim Notice as aforesaid shall not relieve the Indemnifying Party of its obligations under this Section 13, except to the extent that such Indemnifying Party has been prejudiced by such failure. 13.4 Defense of Action. If requested by an 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 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 Section 13 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 30 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. 13.5 Survival of Provisions. The provisions of this Section 13 shall survive the expiration or termination of this Agreement. 14. Miscellaneous Provisions. 14.1 Notices. All notices, communications and waivers under this Agreement shall be in writing and shall be (a) delivered in person or (b) mailed, postage prepaid, either by registered or certified mail, return receipt requested or (c) sent by reputable overnight express courier, addressed in each case to the addresses set forth below, or to any other address either of the parties to this Agreement shall designate in a written notice to the other Party: If to Provider: Solar Star Co Co 1, LLC c/o SunPower Corporation 1414 Harbour Way South, Suite 1901 Richmond, CA 94804 Attention: Julie Williamson, Project Administration Phone:510-540-0550 Fax:510-540-0552 If to Customer: Contra Costa County Public Works Dept. Capital Projects Management Division Attn: Energy Manager 40 Muir Road Martinez, CA 94553Phone: 925-313-2000 Fax: 925-313-2333 All notices sent pursuant to the terms of this Section 14.1 shall be deemed received (i) if personally delivered, then on the date of delivery, (ii) if sent by reputable overnight, express courier, then on the next business day immediately following the day sent, or (iii) if sent by registered or certified mail, then on the earlier of the third (3rd) business day following the day sent or when actually received. 31 14.2 Authority. 14.2.1 Provider Representations. Provider hereby represents and warrants that: (a) It is a Delaware limited liability company duly organized, validly existing and in good standing under the laws of the state of its formation and has all requisite limited liability company power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby; (b) The execution and delivery of this Agreement and the performance of its obligations hereunder have been duly authorized by all necessary limited liability company action; (c) This Agreement is a legal, valid and binding obligation of Provider enforceable against Provider in accordance with its terms, subject to the qualification, however, that the enforcement of the rights and remedies herein is subject to (i) bankruptcy and other similar laws of general application affecting rights and remedies of creditors and (ii) the application of general principles of equity (regardless of whether considered in a proceeding in equity or at law); (d) To the best knowledge of Provider, as of the date of execution hereof, no governmental approval (other than any governmental approvals that have been previously obtained or disclosed in writing to Customer) is required in connection with the due authorization, execution and delivery of this Agreement by Provider or the performance by Provider of its obligations hereunder which Provider has reason to believe that it will be unable to obtain in due course on or before the date required for Provider to perform such obligations; and (e) Neither the execution and delivery of this Agreement by Provider nor compliance by Provider with any of the terms and provisions hereof (i) conflicts with, breaches or contravenes the provisions of the articles of formation or operating agreement of Provider or any contractual obligation of Provider or (ii) results in a condition or event that constitutes (or that, upon notice or lapse of time or both, would constitute) an event of default under any material contractual obligation of Provider. 14.2.2 Customer Representations. Customer hereby represents and warrants that: 32 (a) It is a political subdivision of the State of California, validly existing and in good standing under the laws of the state of its formation and has all requisite power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby; (b) The execution and delivery of this Agreement and the performance of its obligations hereunder have been duly authorized by all necessary governmental action; (c) This Agreement is a legal, valid and binding obligation of Customer enforceable against Customer in accordance with its terms, subject to the qualification, however, that the enforcement of the rights and remedies herein is subject to (i) bankruptcy and other similar laws of general application affecting rights and remedies of creditors and (ii) the application of general principles of equity (regardless of whether considered in a proceeding in equity or at law); (d) No governmental approval (other than any governmental approvals which have been previously obtained or disclosed in writing to Provider) is required in connection with the due authorization, execution and delivery of this Agreement by Customer or the performance by Customer of its obligations hereunder which Customer has reason to believe that it will be unable to obtain in due course; (e) Neither the execution and delivery of this Agreement by Customer nor compliance by Customer with any of the terms and provisions of this Agreement results in a condition or event that constitutes (or that, upon notice or lapse of time or both, would constitute) an event of default under any contractual obligation of Customer; (f) Customer has not entered into any contracts or agreements with any other person regarding the provision of the services at the Site contemplated to be provided by Provider under this Agreement; and (g) None of the electricity to be generated by the Provider will be used to generate energy for the purpose of heating a swimming pool. 14.3 Assignment 14.3.1 Provider Assignment. 33 Provider may assign this Agreement upon written notice thereof to Customer, provided that any such assignment shall be to an assignee capable of performing Provider’s obligations hereunder. Provider may, without any consent of Customer, sell, transfer, assign or pledge (or grant security interests in) its rights, title and interest in this Agreement, and/or any monies due under this Agreement to a Financing Party, in connection with any financing for the ownership, acquisition, construction, operation or use of the System. 14.3.2 Customer Assignment. Customer shall not assign all or any part of this Agreement to any entity other than an affiliate of Customer without the prior written consent of the Provider, which shall not be unreasonably withheld. Customer may not assign this Agreement to any Person, including an affiliate, with a credit rating lower than that of Customer without providing matching credit support in the form of cash, letter(s) of credit, or other security reasonably acceptable to Provider. Any assignment by the Customer not permitted under this Section 14.3 shall be void ab initio. In the event that Customer decides to sell or otherwise transfer the Site or a portion thereof upon which the System is located, Customer may (i) with Provider’s prior written consent, which will not be unreasonably withheld or delayed, assign this Agreement to the Site purchaser who shall assume all of Customer’s obligations under this Agreement and Provider shall release Customer from any further liability associated with this Agreement, or (ii) terminate this Agreement by paying Provider the Termination Value applicable to the date of termination. Upon payment of the Termination Value, the Parties will execute all documents necessary to cause title to the System to pass to Customer as-is, where-is. The Customer does not have the present intention of making any transfer of the Site or that portion of the Site on which the System is located; provided, however, nothing herein shall prohibit Customer from making any transfer of the Site or any portion thereof on which System is located, subject to the provisions set forth above. 14.4 Successors and Assigns. The rights, powers and remedies of each Party shall inure to the benefit of such party and its successors and permitted assigns. 14.5 Entire Agreement. This Agreement (including all exhibits and schedules attached hereto) represent the entire agreement between the parties to this Agreement with respect to the subject matter hereof and thereof and supersede all prior and contemporaneous oral and prior written agreements. 34 14.6 Amendments to Agreement. This Agreement shall not be amended, modified or supplemented without the written agreement of Provider and Customer at the time of such amendment, modification or supplement. 14.7 Waivers; Approvals. No waiver of any provision of this Agreement shall be effective unless set forth in writing signed by the Party making such waiver, and any such waiver shall be effective only to the extent it is set forth in such writing. Failure by a Party to insist upon full and prompt performance of any provision of this Agreement, or to take action in the event of any breach of any such provisions or upon the occurrence of any Provider Default or Customer Default, as applicable, shall not constitute a waiver of any rights of such Party, and, subject to the notice requirements of this Agreement, such Party may at any time after such failure exercise all rights and remedies available under this Agreement with respect to such Provider Default or Customer Default. Receipt by a Party of any instrument or document shall not constitute or be deemed to be an approval of such instrument or document. Any approvals required under this Agreement must be in writing, signed by the Party whose approval is being sought. 14.8 Partial Invalidity. In the event that any provision of this Agreement is deemed to be invalid by reason of the operation of Applicable Law, Provider and Customer shall negotiate an equitable adjustment in the provisions of the same in order to effect, to the maximum extent permitted by law, the purpose of this Agreement (and in the event that Provider and Customer cannot agree then such provisions shall be severed from this Agreement) and the validity and enforceability of the remaining provisions, or portions or applications thereof, shall not be affected by such adjustment and shall remain in full force and effect. 14.9 Execution in Counterparts. This Agreement may be executed in counterparts, and all said counterparts when taken together shall constitute one and the same Agreement. 14.10 Governing Law; Jurisdiction; Forum. This Agreement shall be governed by and construed in accordance with the internal laws of the State of California. Customer irrevocably agrees that any action, suit or proceeding by or among Provider and Customer may be brought in whichever of the Superior Courts of the State of California, Alameda County, or the Federal Court for the Northern District of California, has subject matter jurisdiction over the dispute and waives any objection that Customer may now or hereafter have regarding the choice of forum whether on personal jurisdiction, venue, forum non conveniens or on any other ground. Customer irrevocably consents to the service 35 of process outside of the territorial jurisdiction of such courts by mailing copies thereof by registered or certified mail, postage prepaid, to Customer’s address set forth herein with the same effect as if Customer were a resident of the State of California and had been lawfully served in such state. Nothing in this Agreement shall affect the right to service of process in any other manner permitted by law. 14.11 Attorneys’ Fees. If any action shall be instituted between Customer and Provider in connection with this Agreement, the Party preva iling in such action shall be entitled to recover from the other Party all of its reasonable costs and expenses incurred in connection with such action by arbitration or other legal proceeding, including reasonable attorneys’ fees. 14.12 No Third Party Rights. This Agreement is only for the benefit of the parties to this Agreement, their successors and permitted assigns (including any lender or lessor of Provider) and Persons expressly benefited by the indemnity provisions of this Agreement. No other Person (including, without limitation, tenants of the Site) shall be entitled to rely on any matter set forth in, or shall have any rights on account of the performance or non-performance by any Party of its obligations under, this Agreement. 14.13 Treatment of Additional Amounts. The Parties hereto acknowledge and agree that Customer’s payment of the Termination Value constitute liquidated damages and not penalties. The Parties further acknowledge that in the case of the payment of the Termination Value: (a) the amount of loss or damages likely to be incurred is incapable or is difficult to precisely estimate, (b) the amounts specified hereunder bear a reasonable proportion and are not plainly or grossly disproportionate to the probable loss likely to be incurred by Customer or Provider as the case may be and (c) the Parties are sophisticated business parties and have been represented by legal counsel and negotiated this Agreement at arm’s length. 14.14 No Agency. This Agreement is not intended, and shall not be construed, to create any association, joint venture, agency relationship or partnership between the Parties or to impose any such obligation or liability upon either Party. Neither Party shall have any right, power or authority to enter into any agreement or undertaking for, or act as or be an agent or representative of, or otherwise bind, the other Party. 36 14.15 No Public Utility. Nothing contained in this Agreement shall be construed as an intent by Provider to dedicate its property to public use or subject itself to regulation as a “public utility” (as defined in the California Public Utilities Code or any other Applicable Law). 14.16 No Recourse to Affiliates. This Agreement is solely and exclusively between the Parties, and any obligations created herein on the part of either Party shall be the obligations solely of such Party. 14.17 Cooperation with Financing. Customer acknowledges that Provider may be financing the Solar Services and the Storage Services and the System and Customer agrees that it shall reasonably cooperate with Provider and its financing parties in connection with such financing, including (a) the furnishing of information related to the System and this Agreement, and (b) the giving of a Financing Party acknowledgment in the form attached hereto as Exhibit B (each, a “Consent”); provided, that the foregoing undertaking shall not obligate Customer to materially change any rights or benefits, or materially increase any burdens, liabilities or obligations of Customer, under this Agreement except for providing notices and additional cure periods to a Financing Party with respect to events of default by Provider under this Agreement pursuant to the terms of the Consent. 14.18 Setoff. Except as otherwise set forth herein, each Party reserves to itself all rights, setoffs, counterclaims and other remedies and/or defenses to which it is or may be entitled, arising from or out of this Agreement. 14.19 Service Contract. The Parties intend this Agreement to be treated as a service contract within the meaning of Section 7701(e)(3) of the Code. 15. Confidential Information. 15.1 Each Party (the “Receiving Party”) shall not use for any purpose other than performing its obligations under this Agreement, or divulge, disclose, produce, publish, or permit access to, without the prior written consent of the other Party (the “Disclosing Party”), any Confidential Information of the Disclosing Party. As used herein, the term “Confidential Information” means information or materials prepared in connection with this Agreement, designs, drawings, specifications, techniques, models, data, documentation, source code, object code, diagrams, flow charts, research, development, processes, procedures, know-how, manufacturing, development or marketing techniques and materials, development or marketing timetables, strategies and development plans, 37 customer, supplier or personnel names and other information related to customers, suppliers or personnel, pricing policies and financial information, and other information of a similar nature, whether or not reduced to writing or other tangible form, and any other trade secrets. Confidential Information does not include (a) information known to the Receiving Party prior to obtaining the same from the Disclosing Party; (b) information in the public domain at the time of disclosure by the Receiving Party; or (c) information obtained by the Receiving Party from a third party who did not receive same, directly or indirectly, from the Disclosing Party. The Receiving Party shall use the higher of the standard of care that the Receiving Party uses to preserve its own Confidential Information or a reasonable standard of care to prevent unauthorized use or disclosure of such Confidential Information. Notwithstanding anything herein to the contrary, the Receiving Party has the right to disclose Confidential Information without the prior written consent of the Disclosing Party: (i) as required by any court or other Governmental Authority, or by any stock exchange on which the shares of any Party are listed, (ii) as otherwise required by law, (iii) as advisable or required in connection with any government or regulatory filings, including without limitation, filings with any regulating authorities covering the relevant financial markets, (iv) to its attorneys, accountants, financial advisors or other agents, in each case bound by confidentiality obligations, (v) to banks, investors and other financing sources and their advisors, in each case bound by confidentiality obligations; or (vi) in connection with an actual or prospective merger or acquisition or similar transaction where the party receiving the Confidential Information is bound by confidentiality obligations. If a Receiving Party believes that it will be compelled by the law or a court or other Governmental Authority to disclose Confidential Information of the Disclosing Party, it shall give the Disclosing Party prompt written notice, and in all cases not less than five (5) business days’ notice in advance of disclosure, so that the Disclosing Party may determine whether to take steps to oppose such disclosure. 16. Estoppel Certificate. Either Party hereto, without charge, at any time and from time to time, within twenty (20) 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 relevant person, firm or corporation specified by such requesting party: a) If true and correct, 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; b) 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 c) Such other information as may be reasonably requested by a Party hereto. 38 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. [THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK] [Signature Page to SPWR – Contra Costa County PPA] IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date set forth above. PROVIDER: SOLAR STAR CO CO 1, LLC By: SunPower AssetCo, LLC Its member By: Name: Title: CUSTOMER: CONTRA COSTA COUNTY By: Name: Title: A-1 EXHIBIT A SYSTEM DESIGN AND CONSTRUCTION This Exhibit A sets forth the design, engineering and construction specifications for the System, as well as assumptions being made by the Provider regarding the existing condition at the Site, including but not limited to the building roof, building structure, ground conditions, electrical system including panels, inverter installation location, and security fencing. Capitalized terms used herein and not otherwise defined have the meaning given in the Agreement to which this exhibit is attached. 1. SYSTEM LOCATION AND DESCRIPTION: Descriptions of the site and system are located in Schedule A (Description of Site) and Schedule B (Description of System) of the Agreement. 2. PROJECT SCHEDULE: PORTFOLIO MILESTONES Tranche Contract Approval Date Commercial Operation Date 1000 Ward 1 6-18-2019 6/24/2020 30/40 Muir 1 6-18-2019 5/24/2020 597 Center 1 6-18-2019 6/13/2020 595 Center 2 6-18-2019 10/26/2020 50 Douglas 2 6-18-2019 9/22/2020 30 Douglas 2 6-18-2019 10/30/2020 2530 Arnold 3 6-18-2019 12/14/2020 4545 Delta Fair 3 6-18-2019 12/21/2020 4549 Delta Fair 3 6-18-2019 11/24/2020 1305 MacDonald 3 6-18-2019 12/21/2020 3. SCOPE OF WORK: System Design & Scope Design Documentation Provider shall provide comprehensive submittal packages for the 30% and 90% design sets as detailed below. Changes to 30% Customer approved drawings (scope lock) could result a change order. At a minimum, each submittal package shall include the elements required to convey in sufficient detail the following for each phase of the design: A-2 Submittal Requirement 30% Design Set 90% Design Set 1 Cover Sheet, with Content, Project Details, Directory, etc. X X 2 PV System Sizes & Production Estimates. X X 3 Overall Site Plan with PV Array Names, Conduit Routes, Tree/Light Removal, etc. X X 4 Electrical Site Plan Drawings & General Conduit Routing. X X 5 Electrical Single Line Diagrams. X X 6 Demolition Plans. X 7 Structural Drawings. X 8 Equipment Pad locations. X X 9 Mounting Details. X 10 Signage, Trenching, Installation, and Grounding Details. X 11 Monitoring System Details. X 13 Construction Schedule. Prelim Detailed 14 Manufacturer’s Cut Sheets with Equipment Specifications X 15 Civil Drawings (if applicable) X 16 Fire Access Plans X 17 Carport Lighting Plans X Production modeling of the PV system shall accurately simulate energy production for proposed system layouts, sizes, and orientation. Provider shall be responsible for updating the production models each time significant changes are made to the proposed system designs that will impact production. Solar Electrical Equipment and Conductors Conductors will be aluminum or copper according to Electrical Engineer of Record’s determination. AC feeder length from panel boards to equipment pad location and from equipment pad location to electrical tie-in is identified on the array layout drawings. AC feeder lengths from electrical equipment pad location to assumed point of interconnection, and length assumptions with equipment amperage ratings are shown on the single line drawing. Transformers are 480V:12kV, non-Dry-type by manufacturer of Provider’s choosing. Secondary containment is not included in the scope of the project. Battery Energy Storage System Requirements For sites with storage to be installed: A-3 • 13.5’ by 11’ minimum required area per storage unit. Area required includes storage unit, concrete pad, and clearance zone in front of units. • Storage unit must be located in an area free of combustible materials (nearby foliage and trees would need to be removed). • Storage unit must be separated from public foot traffic with a fence and must be separated from vehicle traffic with bollards. • Crane rental required to land up to 24,500 lb units. Location of units must accommodate both crane and semi-trailer truck access. • PVS5 DAS, Auxiliary Box, Energy Storage System, and all Accuvim meters (Site meter, PV output meter, and Storage meter) must all be located such that hardlined communication lines can connect these devices to the same Local Area Network. CAT5e/6 cable is preferred means of connection between all devices, which has a 330’ distance limit. Runs longer than 330’ will require additional equipment to accommodate. Utility Interconnection Coordination of shutdown may be required with Customer and local utility. Temporary power generators are excluded. Interconnection is scheduled for a minimum of 4 hours and is assumed to be performed during off-hours with prior written approval from Customer. Additional shutdowns will be required in order to assess physical condition of Customer’s switchgear. The utility will have 24/7 access to existing electric utility meters and the utility lockable disconnect locations for all electrical interconnections related to this project. Utility Requirements A cost of $172,012.58 is included for utility required electrical upgrades for the System at 30 Douglas Dr., Martinez, CA, as reflected in Pacific Gas & Electric’s Supplemental Review, Notification # 114209530; additional utility-required electrical equipment upgrades or replacements are not included. Any costs and / or schedule delays associated with unforeseen utility interconnection requirements, including but not limited to utility-owned equipment upgrades or additions, relay protection equipment external to the inverters, system impact studies, or telemetry requirements and interconnection studies are not included in this proposal. Facility Equipment Utility required circuit breaker coordination studies are not assumed for this project. A short-circuit coordination study is not included for this project. A-4 Solar system includes all standard interconnection related equipment on the Customer side of the meter, including panel circuit breakers, utility and/or visible utility lockable disconnect switches, solar metering, conduit, and wiring. Additional Customer-side protection required by the utilities above that provided by the certified inverters is not included. If harmonic data of the site is not available, Provider shall assume that the Harmonic data are within the acceptable limits of the Institute for Electrical and Electronics Engineers (IEEE) Standard 519. Soils and Structural Foundations Foundation assumptions are as follows for system options: • Drilled cast-in-place, 30” round caisson, 12’ Deep, approximately 2.5’ above grade, depending on existing topography. • Requirements for dewatering, sub grade rock removal, or other unforeseen conditions are not included. Canopy Structure Design Carport Canopies are at 10 degree tilt with 11 ft clear height. Roof Conditions Provider assumes no upgrading of the building structures or canopies will be required to support the added live and dead loads from the photovoltaic installation and rooftop equipment, or to resist added lateral or seismic loads. Modifications to the roof system and design and construction of supports, upgrades to the building structure or platforms are not included. Anchor and ballast counts are based on the wind load gradient method developed by Cermak Peterka Petersen, Inc, (CPP ) and SunPower, based on the CPP wind tunnel testing results presented in CPP’s report “CPP7979_SunPowerEWSystem_REP_SOL_R08” dated May 17th, 2018. Increased anchor and ballast counts resulting from other design methods will be the responsibility of the client. Site Name Anchor Count 30 Muir 71 595 center 27 50 Douglas 90 1000 Ward 170 597 Center 33 A-5 Provider is not responsible for normal wear and tear associated with the installation of the solar system. Provider reserves the right to inspect the roof to verify its condition. In addition, Provider may offer recommendations to the Customer on modifications to the roof system to improve its serviceability. Customer is responsible for any and all modifications to the roof system. Modifications of roof systems fall into four categories: • Modifications to improve roof condition / serviceability / useful life. • Modifications required by roofing manufacturer prior to installation of PV system on their roof system. (e.g. slip sheets, strapping, etc.) • Modifications required by Provider to make the roof a suitable substrate for the installation of PV. (e.g. air seals, batten bars, etc.) • 3rd party engineering and insurance company requirements. • Proposal assumes Customer-provided information accurately represents the existing site and roof conditions. This includes but is not limited to as-built drawings, roof reports, structural drawings, roof maintenance history, and roof warranty information. Failure to provide as-built drawings and structural drawings will cause schedule delay and added expense for acquisition of documentation through local authority having jurisdiction (“AHJ”). Provider is not responsible for additional costs or schedule delays. Drainage Special drainage requirements and/or drainage design and interconnection to Customer’s existing storm drain system or any other storm drain discharge system are not included. Carport designs do not include structural roof deck for storm water collection or protection. Permits Permit Provider Permit Customer Permit Cost Allocation Allotted Time following Application Building X Fire X Electrical X Conditional Use Permit NA Environmental Control NA Storm Water NA Soil Erosion and Sediment Control NA Environmental Impact Report (CEQA) NA Army Corps of Engineers NA Wetlands NA Water Quality NA Archeological NA A-6 Endangered Species NA Water Rights NA Mineral Rights NA Redevelopment Agency NA FAA Approvals NA Permit Allowance Schedule Site Allowance for Permit 1000 Ward St $3,000 30 Douglas Dr $10,000 50 Douglas Dr $5,000 30/40 Muir Dr $5,000 597 Center Ave $2,500 595 Center Ave $7,000 2530 Arnold Dr $6,000 4545 Delta Fair Blvd $5,000 4549 Delta Fair Blvd $2,500 1305 Macdonald $3,000 All other permits/approvals are excluded. Provider includes durations of 50 days for procuring permit and regulatory approvals (per project ). Provider will not be responsible for construction delays caused by permit and approval requirements from local jurisdictions or regulatory review bodies. Any delays in procuring permits will result in a day-for-day construction schedule extension. Shading The design is based on existing visual conditions on site. Removal of trees or other obstructions to install the solar arrays and system components is included as reflected in the Tier 1 array layouts. Trees and/or other obstructions identified for removal or trimming by Customer must be removed or trimmed prior to substantial completion or performance expectations/guarantees will require adjustment which will be handled as a change to the contract. At Substantial Completion an as-built shade study and performance simulation will be completed to ensure accuracy of initial shading assumptions. A-7 Painting Galvanization of canopy columns and primary beams only is included. All other metallic materials are either factory-finished or non-corrosive. Paiting of wall-mounted conduits is not included. Landscaping Site landscaping (e.g. plant restoration or long term weed abatement) is not included. Irrigation repair and reconfiguration caused by foundation or underground construction is not included. Fencing A 6-0’ galvanized, 9 gauge, 2” mesh fencing and chain link fence-with gate around perimeter electrical equipment pad locations is included. Special provisions for privacy slats, special hardware, lock sets, small fabric, etc. are not included. 4” bollards are included only in areas subject to vehicle impact. Additional bollards required by utility or other entities are excluded. Labor Project Labor Agreement Provider shall cause its project contractor to to enter into Customer’s project labor agreement among Customer, the project contractor, and all subcontrators thereof working on the project (the “PLA”). Overtime and special shift requirements Overtime and special shift requirements are not included, based on schedule submitted with this proposal, except for the interconnection work if shutdown is required. Project hours are based on Monday through Friday 7am – 5pm. Prevailing Wages Provider shall pay prevailing wages for the project per the PLA and industrial relations requirements of project location. Diversity Requirements Provider shall comply with Contra Costa County’s Construction Outreach Program. Indirect Construction Costs Taxes and fees A-8 Taxes or fees, other than permit fees and sales tax, are not included. Bonds Prior to the Effective Date of the Agreement to which this Exhibit A is attached, Provider shall deliver to Customer for approval good and sufficient bonds with sureties, in amounts specified in Section 12.5 (Limitation of Liability) of the Agreement guaranteeing its faithful performance of the Agreement and its payment for all labor and materials thereunder. Site & Construction Conditions Access Design assumes each project site will be constructed in a single phase, set up of construction fencing at beginning of mobilization and removed when construction is completed. Extra time and labor for moving fences to “phase” construction in efforts to minimize parking impacts will have impacts in cost and schedule and will be calculated as a change order. Customer will provide Site access to Provider to perform all work pursuant to the License granted in the Agreement. Provider will perform all work during regular business hours according to the PLA. Extra time or personnel constraints due to site security beyond daily signing in by workers on a sign in sheet i.e. badging, background checks, tool inventory checks, etc.—is not included. Provider will be provided a sufficient area for staging materials and locating temporary facilities such as cranes, fork lifts, scaffolding, stairtowers, construction trailers, portable toilets and dumpsters. Existing roads will be capable of handling all required construction equipment such as drilling rigs, concrete trucks, delivery trucks, cranes, and all other equipment necessary to complete the work. Provider will not be responsible for any damage to existing roads, parking lots or playgrounds resulting from normal construction operations and activities. Use of Facilities On-site water and power will be available for construction with no restrictions and at no charge to Provider. If a Customer initiated power shut down has duration over 4 hours and effects normal construction operations, Provider can rent and install a temporary generator and submit associated costs to Customer for reimbursement. Water quality shall be sufficient for use in dust control, as necessary, and be suitable for Provider’s standard concrete mix design. Special handling of site materials Testing for removal and disposal of any existing hazardous waste materials, contaminated soils, or any other unforeseen site conditions that require special handling are not included. Site utilities and hazards A-9 Changes resulting from utilities, right of ways, easements, and/or hazards—underground or above ground—or any undocumented building upgrades are not included. Documented utilities and building upgrades are considered as part of this proposal if as- builts are provided to Provider prior to contract execution in order to confirm locations of these possible hazards. Customers shall supply Provider with a current Title Report with plotted easements, encumbrances, and rights-of-way at all project site locations. Security and Lighting Proposal assumes all parking lot light standards in direct conflict with installation of photovoltaic parking canopies will be removed by Provider. Proposal also assumes that the existing lighting circuits, for those removed parking lot light standards, can be re-used for photovoltaic parking canopies lighting system and that those existing circuits have ample current carrying capacity to provide required lighting at parking canopies, per jurisdictional code requirements. PV canopies located in areas where no exsisting lights are present will not include lighting unless the Customer requests this for an additional cost. Temporary lighting during construction is excluded. New lighting circuit installation is excluded from this proposal as well as any required timing circuit reconfiguration, lighting controllers, relays, or new panel boards. Lighting design and/or installation beyond the footprint of the photovoltaic parking canopies is not included in this proposal. Replacement of existing light standards is not included. Proposal includes LED fixtures for lighting under structures. Additional security systems or infrastructure are not included in this proposal Special Conditions Proposal assumes modifications and/or reconfiguration of the existing parking lots will not be required to accommodate installation of Provider’s photovoltaic parking canopy. Assumes existing islands in parking lot to remain at area of new carport structure. Proposal excludes any re-striping of the parking lot/hard-court areas, unless specifically related to the construction of the photovoltaic parking canopies, or specifically described in the RFP. While special care will be taken to locate existing underground utilities (underground survey) and locate carport structures with minimum conflicts, relocation of existing underground utilities due to carport foundations is not included. Proposal excludes requirements for accessibility upgrades and accessibility design around the photovoltaic parking canopy structures and assumes that current parking lot layout has been reviewed and approved by AHJ and built and closed at the AHJ. If the architect of record recommends addition of new accessible parking stalls under the solar canopies, grade change to meet code, changed path of travel and/or new canopies over existing accessible stalls, design and construction costs will be addressed via Change Order. A-10 Proposal excludes design or installation of any required additional fire hydrants or fire protection apparatuses as required by local first responders or Fire, Life/Safety professionals responsible for review and approval of the design for this project. Architectural enhancements to the photovoltaic parking canopy structures or ground and roof arrays and mounting systems are not included. At the detention center located at 1000 Ward in Martinez, the project estimate is based on utilizing exsisting conduit and equipment from the previous pv installation. The ability utilize existing conduit will be verified during the design phase. Testing and Inspections Provider assumes all Special Inspections/Testing shall be paid for and contracted by the Customer. Weather conditions Provider assumes standard weather patterns and site conditions for planning the project schedule. Instances of excessive climate, weather (greater than the most adverse conditions in the last 3 years) or natural disasters may result in delays and/or unplanned costs (i.e. additional labor, shipping, storage, and logistics costs) which will be the responsibility of the Customer. Commissioning, Monitoring, Operations & Maintenance Commissioning Proposal assumes commissioning requirements for this project is only for the Photovoltaic and energy storage systems. Proposal does not include other building system commissioning costs not related to our work (i.e. HVAC, Plumbing, Fire Alarm, etc.). EXHIBIT B FORM OF FINANCING PARTY ACKNOWLEDGMENT [This Form of Consent contemplates a Sale-Leaseback of the System between the Provider and Provider’s Lender and Provider’s eventual lender may request changes] This CONSENT AND AGREEMENT (this “Consent”) dated as of [], 201 is entered into among (i) Contra Costa County, a political subdivision of the State of California (the “Customer”), (ii) Solar Star Co Co 1, LLC, a limited liability company duly organized and existing under the laws of the State of Delaware (the “Provider”), and (iii) [],a [] duly organized and existing under the laws of the State of [] (together, with its successors in such capacity, the “System Lessor”). WHEREAS, the Provider intends to develop, install, own, operate and maintain a [________] MW [ground-mounted/rooftop] photovoltaic solar electric generating facility to be located in [________] (the “Project”); WHEREAS, the Provider and the Customer entered into that certain Power Purchase & Storage Services Agreement, dated as of [], 2019 (as amended, amended and restated, modified or supplemented from time to time, the “Assigned Agreement”);1 WHEREAS, the Project will be sold by the Provider to the System Lessor pursuant to that certain Participation Agreement (as amended, the “Participation Agreement”) dated as of the date hereof, among the Provider, the System Lessor, [], not in its individual capacity but as owner trustee, and [] (“Owner Participant”); WHEREAS, the System Lessor will lease the Project back to the Provider pursuant to that certain Lease Agreement, a related Project Schedule and a Certificate of Acceptance (as amended, the “Lease Agreement”) dated as of the date hereof, between the System Lessor and the Provider; WHEREAS, the Provider will grant the System Lessor a first priority security interest in and to all of the Provider’s assets, including the Assigned Agreement, pursuant to a security agreement in form and substance acceptable to the System Lessor (as amended, amended and restated, modified or supplemented from time to time, the “Security Agreement”); and WHEREAS, it is a condition precedent to the Owner Participant’s obligation to make its investment in the System Lessor and for the System Lessor to acquire the Project under the Participation Agreement and lease the Project to the Provider under the Lease Agreement that the Customer execute and deliver this Consent. NOW, THEREFORE, as an inducement to the Owner Participant to make its investment in the System Lessor and for the System Lessor to acquire the Project under the Participation Agreement and lease the Project to the Provider under the Lease Agreement, and in consideration 1 NTD: Can be expanded to include any additional agreements to which the Customer is a party. of good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, the parties hereto hereby agree as follows: 1. CONSENT TO ASSIGNMENT, ETC. (a) Consent to Assignment. The Customer (i) acknowledges that the Provider and the System Lessor have entered into the Participation Agreement and the Owner Participant’s obligation to make its investment in the System Lessor and for the System Lessor to acquire the Project under the Participation Agreement and lease the Project to the Provider under the Lease Agreement will be made in reliance upon the execution and delivery by the Customer of the Assigned Agreement and this Consent, (ii) consents in all respects to the pledge and assignment to the System Lessor of all of the Provider’s right, title and interest in, to and under the Assigned Agreement pursuant to the Security Agreement, and (iii) acknowledges the right, but not the obligation, of the System Lessor or the System Lessor’s designee, in the exercise of the System Lessor’s rights and remedies under the Lease Agreement, the Security Agreement, and related documents to make all demands, give all notices, take all actions and exercise all rights of the Provider in accordance with the Assigned Agreement, and agrees that in such event the Customer shall continue to perform its obligations under the Assigned Agreement; provided that in the event, with respect to the Assigned Agreement, there exists a conflict between any notice given or action taken by the System Lessor and any notice given or action taken by the Provider, such conflict shall be resolved in favor of the notice given or the action taken by the System Lessor. (b) Substitute Owner. The Customer agrees that, if the System Lessor notifies the Customer that an event of default under the Lease Agreement has occurred and is continuing and that the System Lessor has exercised its rights (i) to have itself or its designee substituted for the Provider under the Assigned Agreement, (ii) to acquire or have its designee or assignee acquire the Provider, or (iii) to sell, assign, transfer or otherwise dispose of the Assigned Agreement to a third party, including in a judicial or non-judicial foreclosure sale, then the System Lessor, the System Lessor’s designee or such third party (each, a “Substitute Owner”) shall be substituted for the Provider under the Assigned Agreement and, in such event, the Customer will (x) recognize the Substitute Owner as its counterparty to the Assigned Agreement, (y) take any actions and execute any documents, agreements or instruments reasonably necessary to effect such substitution, and (z) continue to perform its obligations under the Assigned Agreement in favor of the Substitute Owner pursuant to the terms hereof and thereof. (c) Right to Cure. (i) Notwithstanding anything to the contrary contained in the Assigned Agreement, the Customer shall not exercise any right it may have under the Assigned Agreement, at law or in equity, to cancel, suspend or terminate the Assigned Agreement or any of its obligations under the Assigned Agreement, as the result of any default or other action or omission of the Provider in the performance of any of its obligations under the Assigned Agreement, or upon the occurrence or non-occurrence of any event or condition under the Assigned Agreement that would immediately or with the passage of any applicable grace period or the giving of notice, or both, enable the Customer to terminate or suspend its obligations or exercise any other right or remedy under the Assigned Agreement or under applicable law (hereinafter an “Assigned Agreement Default”), until it first gives prompt written notice of such Assigned Agreement Default to the System Lessor and the Owner Participant and affords the System Lessor and the System Lessor’s respective successor, assignee and/or designee a period of at least ninety (90) days (or, if such default is a payment default, forty-five (45) days) to cure such default, commencing from the later to occur of (x) the System Lessor’s and the Owner Participant’s receipt of such notice, and (y) the expiration of any notice periods or cure periods provided for in the Assigned Agreement; provided, however, that if (1) an event of default under the Lease Agreement has occurred and is continuing, the System Lessor has exercised its rights to foreclose on the Project as a result thereof and possession of the Project is necessary to cure any such non-monetary default, then, so long as the System Lessor or the System Lessor’s respective successor, assignee and/or designee is diligently pursuing such foreclosure proceedings, the time periods specified in this Section 1(c) for curing an Assigned Agreement Default shall be extended for the time taken to complete foreclosure proceedings, and (2) any such party is prohibited from curing any such Assigned Agreement Default by any process, stay or injunction issued by any governmental authority or pursuant to any bankruptcy or insolvency proceeding involving the Provider, then the time periods specified in this Section 1(c) for curing an Assigned Agreement Default shall be extended for the period of such prohibition. (ii) No such cancellation, suspension or termination of the Assigned Agreement by the Customer shall be binding upon the System Lessor without the notice and extended cure period specified in this Section 1(c). Any dispute that may arise under the Assigned Agreement notwithstanding, the Customer shall continue performance under the Assigned Agreement and resolve any dispute without discontinuing such performance until the lapse of the notice and extended cure period specified in this Section 1(c). (d) No Termination, Assignment or Material Amendments. The Customer shall not enter into any consensual cancellation or termination of the Assigned Agreement (except with respect to termination in the event of a default by the Provider, subject to the limitations and extended cure periods provided for in Section 1(c)), or assign, novate or otherwise transfer any of its right, title or interest thereunder or consent to any such assignment or transfer by the Provider without, in each such case, the written consent of the System Lessor. The Customer shall not enter into or agree to any amendment, supplement, assignment or other modification to, or benefit from any waiver under, the Assigned Agreement without the prior written consent of the System Lessor. (e) Replacement Agreement. In the event that the Assigned Agreement is rejected or otherwise terminated as a result of any bankruptcy or insolvency proceeding affecting the Provider, the Customer shall, at the option of the System Lessor or the System Lessor’s respective successor, assignee and/or designee, enter into a new agreement with the System Lessor or any Substitute Owner (or its transferee or other nominee that owns or leases the Project) having terms substantially the same as the terms of the Assigned Agreement. Thereafter, references in this Consent to the “Assigned Agreement” shall be deemed to refer to such new agreement. (f) No Liability. The Customer acknowledges and agrees that none of the System Lessor, or the System Lessor’s respective successor, assignee and/or designee or the Owner Participant shall have any liability or obligation under the Assigned Agreement as a result of this Consent, the Security Agreement, the Lease Agreement or otherwise, nor shall the System Lessor or the System Lessor’s respective successor, assignee and/or designee be obligated or required to (i) perform any of the Provider’s obligations under the Assigned Agreement, except, in the case of the System Lessor or the System Lessor’s respective successor, assignee and/or designee, during any period in which the System Lessor or the System Lessor’s respective successor, assignee and/or designee is a Substitute Owner pursuant to Section 1(b), in which case the System Lessor or other Substitute Owner shall not be liable for acts or omissions of the Provider and the obligations of such Substitute Owner shall otherwise be no more than those of the Provider under the Assigned Agreement, or (ii) take any action to collect or enforce any claim for payment assigned under the Security Agreement or any related document. (g) Delivery of Notices. The Customer shall deliver to the System Lessor and the Owner Participant, concurrently with the delivery thereof to the Provider, a copy of each notice, request or demand given by the Customer pursuant to the Assigned Agreement. (h) Acknowledgements. The Customer agrees to execute such acknowledgements or other similar instruments as the System Lessor may reasonably request in connection with the transactions contemplated by this Consent. 2. PAYMENTS UNDER THE ASSIGNED AGREEMENT (a) Payments. The Customer will pay all amounts payable by it under the Assigned Agreement, if any, in lawful money of the United States of America, in immediately available funds and in the manner required by, and subject to the terms and conditions of, the Assigned Agreement, directly into the account specified on Exhibit A hereto, or to such other person or account as may be specified from time to time by the System Lessor to the Customer in writing. (b) No Offset, etc. All payments required to be made by the Customer under the Assigned Agreement shall be made without any offset, recoupment, abatement, withholding, reduction or defense whatsoever. 3. REPRESENTATIONS AND WARRANTIES OF THE CUSTOMER The Customer makes the following representations and warranties to the System Lessor, the Provider and the Owner Participant as of the date hereof, which shall survive the execution and delivery of this Consent and the Assigned Agreement and the consummation of the transactions contemplated hereby and thereby: (a) Organization; Power and Authority. The Customer is a political subdivision of the State of California, and is duly qualified, authorized to do business and in good standing in all jurisdictions where it is required to be so qualified and authorized to do business, and has all requisite power and authority to enter into and to perform its obligations under this Consent and the Assigned Agreement, and to carry out the terms hereof and thereof and the transactions contemplated hereby and thereby. (b) Authorization. The execution, delivery and performance by the Customer of this Consent and the Assigned Agreement have been duly authorized by all necessary action on the part of the Customer and do not require any approval or consent of any holder (or any trustee for any holder) of any indebtedness or other obligation of (i) the Customer, or (ii) any other person or entity, except approvals or consents which have previously been obtained. (c) Execution and Delivery; Binding Agreements. Each of this Consent and the Assigned Agreement is in full force and effect, has been duly executed and delivered on behalf of the Customer and constitutes the legal, valid and binding obligation of the Customer, enforceable against the Customer in accordance with its terms except as the enforceability hereof or thereof may be limited by (i) bankruptcy, insolvency, reorganization, or other similar laws affecting the enforcement of creditors’ rights generally, and (ii) general equitable principles (whether considered in a proceeding in equity or at law). (d) Litigation. There is no legislation, litigation, action, suit, proceeding or investigation pending or (to the best of the Customer’s knowledge after due inquiry) threatened against the Customer before or by any court, administrative agency, arbitrator or governmental authority, body or agency which, if adversely determined, individually or in the aggregate, (i) could adversely affect the performance by the Customer of its obligations under this Consent or the Assigned Agreement, or that could modify or otherwise adversely affect the Approvals (as defined in Section 3(f)), (ii) questions the validity, binding effect or enforceability of this Consent or the Assigned Agreement, any action taken or to be taken pursuant hereto or thereto or any of the transactions contemplated hereby or thereby, or (iii) could have a material adverse effect upon (x) the value, validity, perfection or enforceability of the liens granted to the System Lessor under the Security Agreement and other security documents, or (y) the ability of the System Lessor to enforce any of its rights and remedies under the Assigned Agreement or this Consent. (e) No Conflict. The execution and delivery of this Consent and the Assigned Agreement and the performance by the Customer under this Consent and the Assigned Agreement will not violate, result in a breach of, default under or conflict with (i) any law, rule, regulation, order, permit or decree applicable to the Customer, (ii) its organizational documents, or (iii) the terms of any other agreement binding on the Customer. (f) Government Consent. No consent, order, authorization, waiver, approval or any other action, or registration, declaration or filing with, any person, board or body, public or private (collectively, the “Approvals”), is required to be obtained by the Customer in connection with the execution, delivery or performance of this Consent, the Assigned Agreement or the consummation of the transactions contemplated hereunder and thereunder, except any Approvals which have previously been obtained. (g) No Default or Amendment. Neither the Customer nor, to the Customer’s knowledge after due inquiry, the Provider or any other party to the Assigned Agreement is in default of any of its obligations thereunder (or has claimed force majeure, emergency, or any other excuse for performance thereunder which is still ongoing as of the date hereof). The Customer has no existing counterclaims, offsets, defenses, or claims for change orders against the Provider under the Assigned Agreement. To the Customer’s knowledge, no event or condition exists that would either immediately or with the passage of any applicable grace period or giving of notice, or both, enable either the Customer or the Provider to terminate or suspend its obligations (or the performance of such obligations) under the Assigned Agreement. The Assigned Agreement has not been amended, modified or supplemented in any manner other than as indicated above. (h) No Previous Assignments. The Customer has no notice of, and has not consented to, any previous assignment of all or any part of its right, title or interest in, to or under the Assigned Agreement. (i) [Purchase Option. The Customer has not taken any official action requiring or authorizing the exercise of any purchase option available to it under the Assigned Agreement, has not decided whether or not it will exercise any such purchase option, and is under no legal or economic compulsion to exercise any such purchase option; provided, however, nothing herein shall prohibit the Customer from exercising any purchase option under the Assigned Agreement when it becomes exercisable in accordance with its term and such exercise shall not be deemed to be a breach of this representation and warranty.] (j) Liens; Mortgages. The Customer has no knowledge of any existing lease, mortgage, security interest or other interest in or lien upon the [Premises], which could attach to the Project as an interest adverse to the System Lessor’s interest therein. Representations and Warranties. All representations, warranties and other statements made by the Customer in the Assigned Agreement were true and correct in all material respects as of the date when made and, except for those that by their terms speak as of a specific date, are true and correct in all material respects as of the date hereof. 4. ADDITIONAL PROVISIONS 2 (a) [Commercial Operation Date. The Commercial Operation Date is _____________. (b) Use of Electricity. None of the electricity to be sold under the Assigned Agreement will be used to generate energy for the purpose of heating a swimming pool. (c) Project. The Customer has approved the Project as installed at the [Premises]. (d) Access Rights. The System Lessor and the System Lessor’s respective successors, assignees and/or designees shall have the same rights as the Provider to access the Project in order to install, operate, maintain and remove the Project as the right accorded to the System Lessor under the Lease Agreement and the Security Agreement. (e) Notice of Ownership. The Customer will use commercially reasonable efforts to place its successors, assigns and lien holders on notice of the ownership of the Project by the Provider or the System Lessor, the existence of the security interest, and the fact that the Project is not part of the [Premises] or a fixture thereof, as necessary and appropriate to avoid confusion or adverse claims. (f) Amendments. The Customer acknowledges that, under the Provider’s financing arrangements, the Provider is not permitted to agree to an amendment or assignment of the Assigned Agreement without prior written consent of the System Lessor.] 2 NTD: Additional provisions to be added to address specific matters contained in the PPA. 5. MISCELLANEOUS (a) Applicable Law; [Submission to Jurisdiction]. THIS CONSENT, AND ANY INSTRUMENT OR AGREEMENT REQUIRED HEREUNDER (TO THE EXTENT NOT EXPRESSLY PROVIDED FOR THEREIN), SHALL BE GOVERNED BY, AND CONSTRUED UNDER, THE LAWS OF THE STATE OF CALIFORNIA, APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN SUCH STATE AND WITHOUT REFERENCE TO CONFLICTS OF LAWS. (b) [Reserved.] (c) Notices. All notices and other communications hereunder (i) shall be in writing, (ii) shall be effective upon actual receipt thereof by the party or parties to whom such notice is addressed, except that any communication or notice so transmitted by telecopy or electronic mail shall be deemed to have been validly and effectively given on the day (if a business day and, if not, on the next following business day) on which it is transmitted if transmitted during normal business hours of the recipient, and if transmitted after that time, on the next following business day, in each case as evidenced by transmittal confirmation received by the transmitter, (iii) shall be delivered by hand or overnight courier service or mailed by certified or registered mail, sent by facsimile or via electronic mail, and (iv) shall be directed as follows: If to the Customer: [________] [________] [________] Attention: [________] Telephone: [________] Facsimile: [________] Email: [________] If to the Provider: [●] If to the System Lessor: [●] The above parties may, by notice given hereunder, designate any further or different addresses to which subsequent notices or other communications shall be sent. (d) Amendment, Waiver. Neither this Consent nor any of the terms hereof may be terminated, amended, supplemented, waived or modified except by an instrument in writing signed by the Customer, the Provider and the System Lessor. (e) Third Party Beneficiary. The Owner Participant shall be an express third-party beneficiary of this Consent. The Owner Participant shall be entitled to enforce the rights of the System Lessor hereunder. (f) No Waiver; Remedies Cumulative. The waiver of any right, breach or default under this Consent by any party must be made specifically and in writing. No failure or delay on the part of the System Lessor in exercising any right, power or privilege hereunder and no course of dealing between the Customer and the System Lessor shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other exercise, or the further exercise, of any other right, power or privilege hereunder. No notice to or demand upon any party will entitle such party to any further, subsequent or other notice or demand in similar or any other circumstances. The rights and remedies herein expressly provided are cumulative and not exclusive of any rights or remedies that the System Lessor would otherwise have. (g) Counterparts. This Consent may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered, including by e-mail or other electronic transmission, shall be deemed an original, but all of which shall together constitute one and the same instrument. (h) Headings Descriptive. The headings of the several sections and subsections of this Consent are inserted for convenience only and shall not in any way affect the meaning or construction of any provision of this Consent. (i) Severability. In case any provision in or obligation under this Consent shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. (j) Successors and Assigns. This Consent shall be binding upon the parties hereto and their permitted successors and assigns and shall inure to the benefit of the parties, their designees and their respective permitted successors and assigns; provided, however, that no party or its respective successor or assign shall assign any of its interest in this Consent except in connection with an assignment of its interests in the Assigned Agreement and then only to the same person(s) or entity(ies) to which its interest in the Assigned Agreement is so assigned. (k) Survival. All agreements, statements, representations and warranties made by the Customer herein shall be considered to have been relied upon by the System Lessor and the Owner Participant and shall survive the execution and delivery of this Consent. (l) Conflicts. In the event of a conflict between any provision of this Consent and any provision of the Assigned Agreement, the provisions of this Consent shall prevail. (m) Further Assurances. Each party hereto hereby agrees to execute and deliver all such instruments and take all such action as may be necessary to effectuate fully the purposes of this Consent. [SIGNATURE PAGES FOLLOW] Signature Page to Consent IN WITNESS WHEREOF, the parties hereto have caused this Consent to be executed by their respective officers as of the date first above written. [________] as the Customer By: ____________________________________ Name: Title: [________] as the Provider By: ____________________________________ Name: Title: [●], as the System Lessor By: ____________________________________ Name: Title: Signature Page to Consent Exhibit A to Consent Payment Instructions Accounts Bank ABA Number [________]3 Account Number [________] Account Name [________]] Reference [________] 3 Account information to be confirmed and included. Appendix A to Guarantee EXHIBIT C PV SYSTEM PERFORMANCE GUARANTEE (the “Guarantee”) ARTICLE I. ADDITIONAL DEFINED TERMS Actual Generation means, for each Guarantee Year during the Term and with respect to the System, the System’s alternating current or “AC” electricity production in kilowatt- hours (“kWh”) as measured under Section 3.02. Annual Deficit has the meaning set forth in Section 3.01. Annual System Performance Report means the report that summarizes annual system performance in kWh and includes calculations for Weather Adjustment and True-up Period calculations. Avoided Energy Price per kWh means the amount that the Customer will be paid by Provider for each Kilowatt-hour as set out in Appendix B (Avoided Energy Price) of this Guarantee. Data Acquisition System or DAS means Provider’s system that displays historical meteorological and production data over an Internet connection and consists of hardware located on-Site and software housed on Provider’s DAS server. The DAS measures and logs, at a minimum, the following parameters on a 15-minute average basis at the Site: actual AC electricity production of the System (in kWh) and solar irradiance (in W/m2). Expected Energy means, for the System in a specified Guarantee Year, the kilowatt hours for the System set forth on Appendix A (Expected Energy) of this Guarantee. Excused Performance Event means: • Force Majeure Event; • Impingements on solar access by structures or activities on neighboring sites or by facilities that are beyond the control of either Party; • Externally caused outages, including: o Warranty Exclusions: hours during any period when the System or any portion thereof is off-line due to an event that would constitute an exclusion under any applicable manufacturer’s, System, workmanship or other applicable warranty. o Network Disturbance Hours: hours during any period when a fluctuation in the utility network parameters (e.g., a frequency or voltage variation) result in the disconnection of the inverters or the System from the utility network and prevented energy from being evacuated from the System. o Network Outage Hours: hours during any period when a failure in the distribution network or in the connection infrastructure prevented energy from being evacuated from the System. Exhibit C (Performance Guarantee) o Third-Party Equipment Servicing Hours: equipment or System outage hours during any period that result from service issues related to non-Provider equipment or delays in procuring non-Provider replacement parts. o Customer-Caused Hours: hours during any period when the equipment or the System is off-line due to Customer-required outages or Customer-caused delays in Site access. o Major Maintenance Hours: hours during any period when the equipment or the System is off-line due to Customer-required major maintenance work. Guaranteed Level means 90% of the Expected Energy for a Guarantee Year for the System. Guarantee Year means each successive 12-month period during the Term commencing on the Commercial Operation Date. PVSim means the software program utilized by Provider to predict the amount of energy that the System will produce in an average year which has the following characteristics: (1) based on PVFORM, the photovoltaic simulation software produced by Sandia National Laboratories and the US Department of Energy, (2) all photovoltaic characteristics are modeled, (3) all ancillary array losses are taken into account and (4) PVSim simulations use either measured data or typical meteorological year files from Meteonorm and NREL. SEMMY or “Simulated Energy in a Measured Meteorological Year”, means, with respect to any Guarantee Year, Year 1 AC Energy output of the System simulated by PVSim using measured average hourly irradiance, wind speed, and air temperature as recorded by the Data Acquisition System, holding all other inputs equal to those used in calculating SETMY. SETMY or “Simulated Energy for a Typical Meteorological Year”, means the Year 1 AC Energy output of the System simulated by PVSim using average hourly irradiance, wind speed, and air temperature data contained within the Weather File. True-up Period means each successive one (5)-year period during the Term commencing on the first day of the Term. Weather Adjustment means the ratio described in Section 3.01. Section 3.01 Weather File means the typical meteorological year data set specified for the System set forth on Appendix C (Weather File) of this Guarantee. ARTICLE II. PERFORMANCE GUARANTEE CONSIDERATION Section 2.01 Consideration The Parties agree that the consideration set forth in Section 5.1 of the Agreement includes adequate consideration for the terms, conditions and provisions of this Guarantee. Exhibit C (Performance Guarantee) ARTICLE III. PERFORMANCE GUARANTEE Provider guarantees to Customer that the Actual Generation of the System during any Guarantee Year, subject to the limitations, terms and conditions stated in this Guarantee shall not be less than the Guaranteed Level. Section 3.01 Guaranteed Output Calculations. Provider shall calculate the Annual Deficit for the System for each Guarantee Year during the Term: (a) Annual Deficit = (Expected Energy x Guaranteed Level) x Weather Adjustment – Actual Generation Where the Weather Adjustment ratio is as follows: Simulated Energy in a Measured Meteorological Year (SEMMY) Simulated Energy for a Typical Meteorological Year (SETMY) For each Guarantee Year, within thirty (30) days after the end of such Guarantee Year, Provider shall calculate the Annual Deficit for the System. Customer has the right to access all data and information supporting Provider’s calculation of the Annual Deficit. (b) Guarantee Payment Reimbursement. At the end of each True-up Period: (i) if the sum of Annual Deficits > 0, then Provider shall pay to Customer an amount equal to the cumulative product of (y) the Annual Deficits and (z) the Avoided Energy Price per kWh (a “Guarantee Payment”); (ii) Provider shall promptly notify Customer of any Guarantee Payment due. Provider shall make Guarantee Payments within thirty (30) days of the date of the notice provided in the first sentence of this paragraph. Section 3.02 Actual Generation Measurement. Provider shall measure Actual Generation for the System for each Guarantee Year as follows: (a) Initial Output Data Collection. During the Term, Provider will collect energy output data using its Data Acquisition System. For each Guarantee Year, Provider will sum the daily kWh output for the System provided by the DAS to calculate the Actual Generation for the System for such Guarantee Year. (b) Equipment Calibration and Replacement. Provider may request to have the meteorological equipment independently calibrated or replaced at its own expense every eighteen (18) to thirty (30) months. Provider shall notify the Customer of the scheduled calibration date and time no less than 30 days prior, and shall provide the Customer written proof of calibration or replacement. (c) Contingency for Equipment Failure. In the event of hardware, communication, or other failure affecting the DAS, Provider will make commercially-reasonable efforts to resolve the failure in a timely manner. Exhibit C (Performance Guarantee) In the event that data is lost, Actual Generation for each affected System shall be adjusted to compensate for such lost data as follows: (i) In lieu of lost meteorological data, Provider will utilize such data obtained from a nearby meteorological station that Provider monitors and selects for such purpose. (ii) In lieu of lost electricity data, Provider will utilize the cumulative data from System meter readings to calculate the electricity generated by each affected System during the missing interval. In the event that data from the System meter is inaccurate or missing, Provider will simulate electricity production during the missing interval utilizing measured meteorological data and PVSim. The simulated electricity production during the missing interval will be added to the Actual Generation for each affected System for the subject Guarantee Year. ARTICLE IV. CUSTOMER RESPONSIBILITIES Section 4.01 Customer’s Failure to Uphold Responsibilities. Provider shall promptly notify Customer of any breach (“Out of Compliance Letter”) of (i) Customer’s obligation to pay Provider for the Solar Services and Storage Services pursuant to the Agreement and (ii) any Customer obligations pursuant to the Agreement that directly (A) hinder the amount of Energy or the Storage Services delivered by the System or (B) degrade the functionality of the System. Upon Customer’s cure of all failures described in an Out of Compliance Letter, Provider will notify Customer (“In Compliance Letter”) that Customer is complying with Customer’s Responsibilities. For any period between the issuance of an Out of Compliance Letter and of an In Compliance Letter (a “Noncompliance Period”), to the extent that Customer’s non-compliance actually impacts the Actual Generation of the System, any Actual Generation from such affected Systems in such month(s) shall be disregarded in the calculation of Annual Deficits for such Systems under Section 3.01, and the Expected Energy for any affected System in any Guarantee Year in which there is a Noncompliance Period shall be reduced by a proportionate amount. ARTICLE V. EXPECTED ENERGY ADJUSTMENT Section 5.01 Adjustment of Expected Energy. If, and to the extent, any of the following events results in a change in the production of electricity by the System, Expected Energy for that System shall be adjusted correlatively for the period of such change: (a) Subject to Provider’s obligations under any warranty it provides in connection with the Systems (including any Provider obligation, with respect to the System, in connection with any requirements under the California Solar Initiative program), a material portion of the components of the System fails, and the manufacturer of such component(s) refuses, or otherwise fails to honor its corresponding warranty; (b) Customer fails to perform any of its obligations under the PPA – such as obligations related to maintaining the System’s interconnection to the local Exhibit C (Performance Guarantee) utility grid or limiting outages (as defined in the Agreement) – and such failure reduces the amount of electricity that the System can generate or deliver. (c) There is any failure of the System to perform caused by legislative, administrative or executive action, regulation, order or requisition of any federal, state or local government, local utility or public utilities commission; (d) There is an Excused Performance Event; or (e) Adjustment to the Expected Energy, or a reduction in the amount of Energy that Provider is obligated to deliver, is permitted or required under the Agreement. Section 5.02 Notification of Changes to Expected Energy. If Provider determines that any changes to Expected Energy for the System are required based on an event or events described in Section 5.01, then Provider shall notify the Customer, in writing, of the basis for its determination, and Provider shall either provide revised definitions of Expected Energy in exhibits that, upon mutual agreement of the Parties, which shall not be unreasonably denied or delayed, shall replace the current exhibits to this Guarantee, or specify a date by which it shall do so. Appendix A to Guarantee Appendix A – Expected Energy Guarantee Year Expected Annual kWh 1 883,183 2 880,975 3 878,772 4 876,575 5 874,384 6 872,198 7 870,018 8 867,843 9 865,673 10 863,509 11 861,350 12 859,197 13 857,049 14 854,906 15 852,769 16 850,637 17 848,510 18 846,389 19 844,273 20 842,162 21 840,057 22 837,957 23 835,862 24 833,772 25 831,688 Total 21,429,705 Appendix B to Guarantee Appendix B – Avoided Energy Price Guarantee Year Avoided Energy Price per kWh 1 $0.0048 2 $0.0049 3 $0.0051 4 $0.0052 5 $0.0054 6 $0.0056 7 $0.0057 8 $0.0059 9 $0.0061 10 $0.0063 11 $0.0065 12 $0.0066 13 $0.0068 14 $0.0070 15 $0.0073 16 $0.0075 17 $0.0077 18 $0.0079 19 $0.0082 20 $0.0084 21 $0.0087 22 $0.0089 23 $0.0092 24 $0.0095 25 $0.0098 Appendix C to Guarantee Appendix C – Weather File SolarAnywhereTGY2016_(10km)_37.95_-122.05 Schedule A DESCRIPTION OF SITE Facility System Size (kW DC) Product Type Module qty & type - SunPower Inverters- qty & type-Delta Battery – Lockheed Martin Energy 2530 Arnold Dr, Martinez, CA 94553 526.40 Carport – Helix 1.5 (1120) SPR- X21-470- COM (4) M80U_121 (1) M60U_121 (2) M42U_121 Gridstar Lithium ESU -500 kW Schedule B DESCRIPTION OF SYSTEM  PV System Array Layouts and Electrical Single Line Diagrams ;;;;;;;;;;;RRRRRRRRR;;ϭϮϯϰWZKWK^^K>Z^t/d,KZ>Kd/KEZhE;^^ͲWK/ͿуϯϲϬ>&;;;;;;dZ,dуϰϮ&d>',dуϲϱ&dh>ΘWK/EdK&/EdZKEEd/KEΛϰϴϬs;ϭƐƚ&>KKZ,>>tzdK>dZ/>ZKKDͲtͬZKWd/>/>/E'͕EZhEKEh/d^WZ>>>/E/>/E'dK;yͿ^K>ZKEh/d^ͿddZz>Kd/KEϱϬϮϱϵϲ͕Zs<^>͗ϭZZz>zKhdϭͬϯϮΗсϭΖͲϬΗ^,d+$5%285:$<6287+5,&+021'&$86$  Zs^/'Eη^Z/Wd/KEd  WZK:dKWWKZdhE/dzZs/^/KE^E'/EZΖ^^dDWϭΗϬϭϮΗ/&Z/^EKdKE/E,͕Zt/E'/^EKddK^>KEdZK^dKhEdzϮϱϯϬZEK>ZϮϱϯϬZEK>ZDZd/E͕>/&KZE/ϵϰϱϱϯͲͲͲϰϯϮϭϰϯϮϭ>ϭϬϬϬϭϱϱϳϮϴϴͺ>ͺϮϱϯϬZEK>ZͺW&dͺ͘t'ϰͬϱͬϮϬϭϵϭ͗ϬϬDZZz>zKhd7,(5352-(&76800$5<>'E͗W/Z>Kd/KEWZKWK^>/',dWK>ZDKs>WZKWK^dZZDKs>WZKWK^Yh/WDEdWWZKWK^WK/EdK&/EdZKEEd/KEKEh/d^;^^ͲWK/ͿKEh/d^;^WͲ^^ͿKEh/d^;/EsͲ^WͿ;RϬϬϬϭϱϱϳϮϴϴ ͲϬϬϵϭϰϰϰ WZKWK^> ϬϴͲϮϳͲϭϴ ^ : Ͳ Et^/d/E&KZDd/KE ϬϯͲϮϮͲϭϵ Z :^WE>KZͲZWKZdEKWz >> ηDKh> 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ϳϱΣ ηϴ ηϴ ϴϬϭϭΗDdͬWsͲϰϬϬ͘ϵϭϭϭϰϬĨƚϬ͘ϳϴй^WϬϭ Ϯϱϳ͘ϰϳϮ ϰϴϬ ϯϭϮ͘ϰ;ϮͿϮϱϬd,tEͲϮ >ϳϱΣηϭ ηϭϰϬϬϮϮͲϭͬϮΗWsͲϰϬ Ϭ͘ϵϭϭϯϬĨƚϬ͘ϭϯй^WϬϮ ϮϯϬ͘ϵϵϴ ϰϴϬ ϮϴϬ;ϮͿηϰͬϬd,tEͲϮ >ϳϱΣηϭ ηϭϯϱϬϮϮΗWsͲϰϬ Ϭ͘ϵϭϭϭϱϬĨƚϬ͘ϳϰйhsͲϰϴϬ ϱ;ϭͿηϭϰd,tEͲϮ h ϳϱΣͲηϭϰ ϭϱϭϭͬϮΗWsͲϰϬ Ϭ͘ϵϭϭϭϬϬĨƚϭ͘ϰϮйdϱϬϬ ϰϴϬ ϲϬϭ͘ϰ;ϯͿϰϬϬd,tEͲϮ >ϳϱΣηϯͬϬ ηϯͬϬϴϬϬ ϯ ϯΗ WsͲϰϬ Ϭ͘ϵϭϭϯϬĨƚϬ͘ϭϭй^^ ϵϴϴ͘ϰϳ ϰϴϬ ϭϭϵϯ͘ϴ;ϲͿϰϬϬd,tEͲϮ > ϳϱΣ ϯϱϬ ϯϱϬ ϭϲϬϬ ϲ ϯΗ WsͲϰϬ Ϭ͘ϵϭϭϯϳϱĨƚϭ͘ϰϭйh> ϭϬϴϴ͘ϰϳ ϰϴϬ ϭϯϬϵ͘Ϯ;ϲͿϰϬϬd,tEͲϮh ϳϱΣ ϮϱϬ ϮϱϬ ϮϬϬϬ ϲ ϯΗ ZD Ϭ͘ϵϭϭϯϬĨƚϬ͘Ϭϴй CONFIDENTIAL Schedule C Schedule C PV SYSTEM PRICING The following pricing is based on the Standard System Design Package described in Exhibit A. kWh Rate ($/kWh) Term (Years) Annual Rate Escalator (% / Year) $0.1344 25 0% STORAGE SERVICES FEE The following pricing is based on the Standard System Design Package described in Exhibit A. Rate ($/kWh) Term (Years) $0.0424 15 Schedule D TERMINATIONS VALUES Applicable Date : Years from Commercial Operation Date Termination Value ($) 0 Year $3,978,630 1 Year $3,042,573 2 Years $2,681,674 3 Years $2,316,780 4 Years $1,947,887 5 Years $1,574,216 6 Years $1,490,225 7 Years $1,440,742 8 Years $1,389,434 9 Years $1,335,799 10 Years $1,279,918 11 Years $1,222,318 12 Years $1,162,495 13 Years $1,100,043 14 Years $1,035,507 15 Years $1,000,648 16 Years $964,052 17 Years $927,557 18 Years $891,392 19 Years $855,663 20 Years $820,619 21 Years $786,142 22 Years $752,496 23 Years $719,833 24 Years $688,446 EXECUTION VERSION CONFIDENTIAL NOTE: 595 Center Ave, Martinez, CA 94553 POWER PURCHASE & STORAGE SERVICES AGREEMENT Dated as of June 18, 2019 by and between Solar Star Co Co 1, LLC as Provider and Contra Costa County as Customer TABLE OF CONTENTS CONFIDENTIAL POWER PURCHASE AND STORAGE SERVICES AGREEMENT ................................................. 1 RECITALS: ................................................................................................................................................ 1 AGREEMENT: .......................................................................................................................................... 1 1. Definitions. ..................................................................................................................................... 1 2. Purchase and Sale of Solar Services and Storage Services; License. ....................................... 6 2.1 Purchase and Sale of Solar Services and Storage Services. ................................... 6 2.2 License. .................................................................................................................. 6 3. Design, Construction, Installation and Testing of System......................................................... 7 3.1 Installation.............................................................................................................. 7 3.2 Conditions Precedent to Commencement of Construction and Installation. ......... 8 3.3 Utility Approvals. .................................................................................................. 9 3.4 Energy Delivery. .................................................................................................. 10 3.5 Risk of Loss; Exclusive Control. ......................................................................... 10 3.6 Termination Values. ............................................................................................. 10 4. Operation and Maintenance of System. .................................................................................... 11 4.1 O&M Work; Phone/Data Line. ............................................................................ 11 4.2 Malfunctions and Emergencies. ........................................................................... 11 4.3 Metering. .............................................................................................................. 12 4.4 Title to System. .................................................................................................... 13 4.5 Outages. ............................................................................................................... 13 4.6 Compliance with Utility Specifications. .............................................................. 14 5. Purchase of Solar Services. ........................................................................................................ 14 5.1 Purchase Requirement. ........................................................................................ 14 5.2 Environmental Attributes; Environmental Financial Incentives. ......................... 14 6. Price and Payment. ..................................................................................................................... 15 6.1 Price. .................................................................................................................... 15 6.2 Taxes. ................................................................................................................... 15 6.3 Billing and Payment. ............................................................................................ 16 7. General Covenants. ..................................................................................................................... 17 7.1 Provider’s Covenants. .......................................................................................... 17 7.2 Customer’s Covenants. ........................................................................................ 18 8. Insurance Requirements. ........................................................................................................... 19 8.1 Provider’s General Liability Insurance. ............................................................... 19 8.2 Provider’s Insurance. ........................................................................................... 20 9. Force Majeure Events. ................................................................................................................ 20 10. Term; Customer Options; Termination. .................................................................................. 21 10.1 Term. .................................................................................................................... 21 10.2 Customer Options Upon Cessation of Business Operations at Site. .................... 21 10.3 Customer Options Upon Expiration of Term....................................................... 22 10.4 Customer Purchase Options Prior to Expiration Date. ........................................ 23 10.5 Payment of Termination Value on Termination Date.......................................... 24 10.6 Provider Termination. .......................................................................................... 24 11. Defaults. ....................................................................................................................................... 25 11.1 Customer Default. ................................................................................................ 25 11.2 Provider Default. .................................................................................................. 26 12. Remedies Following Default. ...................................................................................................... 27 12.1 Customer’s Remedies Upon Occurrence of a Provider Default. ......................... 27 12.2 Provider’s Remedies Upon Customer Default. .................................................... 27 12.3 No Consequential Damages. ................................................................................ 28 12.4 Effect of Termination of Agreement. ................................................................... 28 12.5 Limitation of Liability.......................................................................................... 28 13. Indemnification. .......................................................................................................................... 28 13.1 Indemnification by Provider. ............................................................................... 28 13.2 Indemnification by Customer. ............................................................................. 29 13.3 Notice of Claims. ................................................................................................. 29 13.4 Defense of Action. ............................................................................................... 29 13.5 Survival of Provisions. ......................................................................................... 30 14. Miscellaneous Provisions. ........................................................................................................... 30 14.1 Notices. ................................................................................................................ 30 14.2 Authority. ............................................................................................................. 31 14.3 Assignment .......................................................................................................... 32 14.4 Successors and Assigns........................................................................................ 33 14.5 Entire Agreement. ................................................................................................ 33 14.6 Amendments to Agreement. ................................................................................ 34 14.7 Waivers; Approvals. ............................................................................................ 34 14.8 Partial Invalidity................................................................................................... 34 14.9 Execution in Counterparts.................................................................................... 34 14.10 Governing Law; Jurisdiction; Forum. .................................................................. 34 14.11 Attorneys’ Fees. ................................................................................................... 35 14.12 No Third Party Rights. ......................................................................................... 35 14.13 Treatment of Additional Amounts. ...................................................................... 35 14.14 No Agency. .......................................................................................................... 35 14.15 No Public Utility. ................................................................................................. 36 14.16 No Recourse to Affiliates..................................................................................... 36 14.17 Cooperation with Financing. ................................................................................ 36 14.18 Setoff. 36 14.19 Service Contract. .................................................................................................. 36 15. Confidential Information. .......................................................................................................... 36 16. Estoppel Certificate. ................................................................................................................... 37 Exhibits, Schedules Exhibit A - System Design and Construction Exhibit B - Form of Financing Party Acknowledgment Exhibit C - Performance Guarantee Schedule A - Description of Site Schedule B - Description of System Schedule C - System Pricing Schedule D - Termination Values - 1 - POWER PURCHASE AND STORAGE SERVICES AGREEMENT This POWER PURCHASE AND STORAGE SERVICES AGREEMENT (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of June 18, 2019 (the “Effective Date”), is by and between Solar Star Co Co 1, LLC, a limited liability company formed under the laws of the State of Delaware (“Provider”), and Contra Costa County, a political subdivision of the State of California (“Customer”). RECITALS: WHEREAS, Customer leases or owns, directly or indirectly, facilities in that certain location in California as more fully described in Schedule A of the Appendices hereto (the “Site”); WHEREAS, Customer desires that Provider install, maintain and operate, and Provider desires to install, maintain and operate, the PV System and ESS (each as hereinafter defined) to be located on the Site; and WHEREAS, Provider desires to sell, and Customer desires to purchase, (a) the Solar Services (as hereinafter defined), including the delivery of electrical energy generated by the PV System (the “Energy”), (b) the Storage Services (as hereinafter defined), and (c) other services pursuant to the terms and conditions set forth herein. NOW THEREFORE, in consideration of the mutual promises set forth below, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: AGREEMENT: 1. Definitions. Unless otherwise defined herein: (a) capitalized terms used in this Agreement shall have the respective meanings set forth in this Section 1; (b) the singular shall include the plural and vice versa; (c) the word “including” shall mean “including, without limitation”, (d) references to “Sections,” “Exhibits,” “Appendices” and the like shall be to sections, exhibits, appendices, etc. of or to this Agreement; (e) the words “herein,” “hereof” and “hereunder” shall refer to this Agreement as a whole and not to any particular section or subsection hereof; and (f) references to this Agreement shall include a reference to all exhibits hereto, as the same may be amended, modified, supplemented or replaced from time to time. “Agreement” has the meaning set forth in the preamble. “Annual Rate Escalator” means the percentage set forth in Schedule C. “Applicable Law” shall mean, with respect to any Governmental Authority, any constitutional provision, law, statute, rule, regulation, ordinance, treaty, order, decree, judgment, decision, certificate, holding, injunction, registration, license, franchise, permit, 2 authorization, guideline, governmental approval, consent or requirement of such Governmental Authority, enforceable at law or in equity, along with the interpretation and administration thereof by any Governmental Authority. “Claim Notice” shall have the meaning set forth in Section 13.3. “Code” shall mean the Internal Revenue Code of 1986, as amended. “Commercial Operation Date” shall have the meaning set forth in Section 3.4. “Confidential Information” shall have the meaning set forth in Section 15. “Customer” shall have the meaning set forth in the preamble. “Customer Default” shall have the meaning set forth in Section 11.1. “Effective Date” shall have the meaning set forth in the preamble. “Energy” shall have the meaning set forth in the preamble. “Environmental Attributes” includes, without limitation, tradable renewable certificates, green-e tags, allowances, reductions or other transferable indicia denoting carbon offset credits or indicating generation of a particular quantity of energy from a renewable energy source by a renewable energy facility attributed to the Energy during the Term created under a renewable energy, emission reduction, or other reporting program adopted by a Governmental Authority, or for which a registry and a market exists (which, as of the Effective Date are certificates issued by Green-e in accordance with the Green-e Renewable Electric Certification Program, National Standard Version 1.3 administered by the Center of Resource Solutions) or for which a market may exist at a future time. “Environmental Financial Incentives” shall mean each of the following financial rebates and incentives that is in effect as of the Effective Date or may come into effect in the future: (i) performance-based incentives, rebates and any other incentive programs offered by or in the State of California (or any political subdivision thereof) under the federal government’s, any municipality’s, any utility’s or any other state’s program or initiative (including, if applicable, subsidies available under the Self Generation Incentive Program administered through the California Public Utilities Commission), incentive tax credits (including investment tax credits arising under the Code) other tax benefits or grants in lieu thereof (including without limitation the monetization of tax benefits), and accelerated depreciation (collectively, “Incentives”), howsoever named or referred to, with respect to any and all fuel, emissions, air quality, energy generation, energy storage, or other environmental or energy characteristics, resulting from the construction, ownership or operation of the System or from the use of solar generation or energy storage or the avoidance of the emission of any gas, chemical or other substance into the air, soil or water attributable to the sale of Energy and Storage Services generated by the System; and (ii) all reporting rights with respect to such Incentives. 3 “ESS” means the energy storage system and related Site energy monitoring equipment and software installed pursuant to this Agreement at the Site and more fully described in Schedule B hereto. “ESS kW” shall mean the power rating of the ESS as set forth in Schedule B. “ESS O&M Work” shall have the meaning set forth in Section 4.1.2. “ESS Renewal Rate” shall mean the fair market price for Storage Services created by integrated photovoltaic and energy storage systems as determined by agreement of the Parties, or if the parties cannot agree on the fair market price, the fair market price determined by a nationally recognized independent appraiser in the same manner described in Section 10.3.5 (Purchase of ESS). “Estimated Year 1 Production” shall mean the amount set forth in Schedule B to this Agreement. “Expiration Date” shall have the meaning set forth in Section 10.1. “Fair Market Value” shall have the meaning set forth in Section 10.3.2. “Financing Party” means any third-party entity providing debt or equity financing to Provider (or any successor or assignee thereof) with respect to the System, including without limitation a party providing construction financing, a lessor in a sale-leaseback transaction, a partner in a partnership flip transaction, or a limited liability company member in an equity sale transaction. “Force Majeure Event” shall mean, when used in connection with the performance of a Party’s obligations under this Agreement, any of the following events to the extent not caused by such Party or its agents or employees, which is not preventable by such Party as of the Effective Date: a) war, riot, acts of a public enemy or other civil disturbance; b) acts of God, including but not limited to, storms, floods, lightning, earthquakes, hailstorms, ice storms, tornados, typhoons, hurricanes, landslides, volcanic eruptions, range or forest fires, and objects striking the earth from space (such as meteorites), sabotage or destruction by a third party (other than any contractor retained by or on behalf of the Party) of facilities and equipment relating to the performance by the affected Party of its obligations under this Agreement; c) acts of federal, state or local government agencies, including changes in Applicable Law, that result in increasing Provider’s costs of construction and installation, or continuing operation, of the System by 15% or more; and d) strikes, walkouts, lockouts or similar industrial or labor actions or disputes. 4 “Governmental Authority” shall mean any federal, state, regional, county, town, city, or municipal government, whether domestic or foreign, or any department, agency, bureau, or other administrative, regulatory or judicial body of any such government. “Indemnified Party” shall have the meaning set forth in Section 13.3. “Indemnifying Party” shall have the meaning set forth in Section 13.3. “Interconnection Point” shall have the meaning set forth in Section 3.5. “kWh Rate” shall have the meaning set forth in Section 6.1. “License” shall have the meaning set forth in Section 2. “Liens” shall have the meaning set forth in Section 7.1.3. 1 “Meter” shall have the meaning set forth in Section 4.3.1. “Monthly Period” shall mean the period commencing on the Commercial Operation Date and ending on the last day of the calendar month in which the Commercial Operation Date occurs, and, thereafter, all subsequent one (1) month periods during the Term. “Monthly Production” shall mean, for each Monthly Period, the amount of Energy delivered during such Monthly Period. “Party” shall mean each of Customer and Provider (and/or any successor or permitted assignee thereof). “Person” shall mean any individual, corporation, partnership, company, limited liability company, joint venture, association, trust, unincorporated organization or Governmental Authority. “Provider” shall have the meaning set forth in the preamble (and includes its successor(s) and permitted assignee(s)). “Provider Default” shall have the meaning set forth in Section 11.2. “PV O&M Work” shall have the meaning set forth in Section 4.1.1. “PV System” shall mean the solar photovoltaic system installed pursuant to this Agreement at the Site and more fully described in Schedule B hereto. “Renewal Rate” shall mean the fair market price for electricity generated by solar photovoltaic systems as determined by agreement of the Parties or through the appraisal process applicable to the purchase option contained in this Agreement. “Reporting Rights” means the right to report ownership of the Environmental Attributes or the Environmental Financial Incentives associated with the Energy to any federal, state, or local agency, authority or other party, including without limitation under Section 1605(b) 5 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. “Scheduled Outage” shall have the meaning set forth in Section 4.5. “Site” has the meaning set forth in the first recital. “Solar Services” mean all solar services provided to Customer by Provider hereunder, including the provision of Energy. “Standards” shall have the meaning set forth in Section 3.1.1. “Storage Services” means the energy storage services provided to Customer by Provider hereunder, including operation and maintenance of the ESS. “Storage Services Termination” means the termination of all Storage Services Provisions under this Agreement, without impacting the effectiveness of the remaining provisions of this Agreement. “Storage Services Commencement Date” shall mean the first day of the first utility billing cycle after the later to occur of: (a) the Commercial Operation Date, and (b) the date on which Provider shall have certified to Customer that the ESS is substantially complete and available for commercial operation. “Storage Services Fee” shall be the amount set forth in Schedule C. “Storage Services Provisions” means those provisions of this Agreement applicable to the Storage Services, but solely as they relate to the Storage Services. “Storage Services Term” means the period of time commencing on the Storage Services Commencement Date and expiring fifteen (15) years thereafter unless earlier terminated pursuant to this Agreement. “System” shall mean, collectively, the PV System and the ESS; provided, however, that the term “System” shall only include equipment and materials up to but not including the Interconnection Point of the System. “Term” shall have the meaning set forth in Section 10.1. “Termination Date” shall have the meaning set forth in Section 10.1. “Termination Value” shall mean, on any date of determination (or, if such date is not a scheduled termination date, the scheduled termination date immediately preceding such date) the applicable amount specified for such date in Schedule D to this Agreement. “Transfer Taxes” shall have the meaning set forth in Section 6.2.1. 6 2. Purchase and Sale of Solar Services and Storage Services; License. 2.1 Purchase and Sale of Solar Services and Storage Services. Customer hereby engages Provider to provide the services set forth in this Agreement, including the Solar Services and Storage Services to Customer, and Provider agrees to provide the services set forth in this Agreement, including the Solar Services and Storage Services to Customer, all in accordance with the terms and conditions set forth herein. Customer shall provide Provider with access to the Sites in accordance with the terms of this Agreement. Provider may retain one or more contractors or subcontractors to fulfill its obligations hereunder; provided that Provider shall remain liable for performance of its obligations hereunder 2.2 License. Customer hereby grants to Provider and to Provider’s agents, employees and subcontractors an irrevocable, non-exclusive license running with the Site for access to, on, over, under or across the Site (the “License”) for the purpose of (i) installing, constructing, operating, maintaining, accessing, removing and replacing the System; (ii) performing all of Provider’s obligations and enforcing all of Provider’s rights set forth in this Agreement; and (iii) installing, using and maintaining electric lines and equipment, including inverters and meters, necessary to interconnect the System to Customer’s electric system at the Site or to the utility’s electric distribution system or that otherwise may from time to time be useful or necessary in connection with the construction, installation, operation, maintenance, or repair of the System. The term of the License is the Term of this Agreement plus the period of time necessary for Provider to remove the PV System and ESS pursuant to Section 10.3.3 and 10.3.6 respectively, but in no case later than one hundred eighty (180) days after the Expiration Date with respect to the PV System and the Storage Services Term with respect to the ESS (the “License Term”). During the License Term, Customer shall preserve and protect Provider’s rights under the License and Provider’s access to the Site and shall not interfere with or permit any third parties to interfere with Provider’s rights or access. Except for an emergency situation as described in Section 4.2.1(a) or (b) (an “Emergency Situation”), Provider shall notify Customer in writing, which may be made via email to Customer’s Energy Manager, 40 Muir Road, Martinez, CA 94553 (Frank.DiMassa@pw.cccounty.us), or to any other address Customer may designate in a written notice to Provider, forty-eight (48) hours before Provider intends to access the Site pursuant to the License. Notwithstanding that the License granted herein is irrevocable, Customer reserves the right to exclude Provider, its agents, employees and subcontractors from the Site in the event that Customer notifies Provider of a breach of the License and Provider fails to cure such breach pursuant to Section 11.2.1 of this Agreement; provided, however, that, Customer agrees not to exclude Provider, its agents, employees and subcontractors from the Site (A) in the event of an Emergency Situation as described in Section 4.2 so long as Customer has been notified of such an Emergency Situation pursuant to Section 7 4.2 and (B) in the event that the System is to be removed pursuant to this Agreement. 3. Design, Construction, Installation and Testing of System. 3.1 Installation. Subject to Section 3.2, Provider will cause the System to be designed, engineered, installed and constructed at the Site substantially in accordance with the terms of this Agreement, including without limitation, the provisions of Exhibit A (System Design and Construction). Customer shall review and approve, such approval not to be unreasonably withheld or delayed, all construction plans, including engineering evaluations of the impact of the System on the structural integrity and strength of the location where the System is installed inside, on or near Customer’s buildings. Provider shall organize the procurement of all materials and equipment for the installation work and maintain the same at the Site. Subject to the terms of the License, Provider shall perform installation work at the Site during the times set forth in Exhibit A and Schedule B in a manner that minimizes inconvenience to and interference with Customer’s and Customer’s invitees’ and Customers’ use of the Site to the extent commercially practical. Notwithstanding the foregoing, in the event that Provider determines in its sole discretion that it is unable to install the System at the Site, it shall be under no obligation to do so, and this Agreement shall terminate and be of no further force and effect upon written notice from Provider to Customer to that effect. 3.1.1 System Design and Construction. Exhibit A (System Design and Construction) attached hereto sets forth the design, engineering and construction specifications for the System, as well as assumptions made by the Provider regarding the Site conditions, the electrical conditions, and System attributes (such assumptions being referred to herein as the “Standards”). Schedule B (Description of System) sets forth the known actual conditions for the Site and the System, including deviations from the Standards. The Standards are such that the described items for the System will not need repair, replacement, modification or construction beyond that described in Exhibit A and Schedule B in order for Provider to properly construct and install the System. If the construction and installation of the System is required for any reason (except for reasons attributable to Provider) to deviate from the Standards and Schedule B, Provider will notify the Customer and provide an estimate of any incremental cost to Customer and Customer will have the option to (i) pay the incremental cost at the time the cost is incurred and billed to the Customer, (ii) pay the incremental cost over the Term through a calculated increase in the kWh Rate and/or Storage Services Fee, or (iii) elect an alternative location subject to the conditions of Section 3.1.2. 3.1.2 Alternative Location. Prior to the Commercial Operation Date, if the Customer’s interest in the Site is a leasehold interest and the Customer is unable to obtain the landlord’s consent in accordance with the License or Customer chooses an alternative location per Section 3.1.1, Customer will have the option to elect an alternative location if Environmental Attributes and Environmental Financial Incentives financially equivalent to or better than those associated with the original location are available for the alternative location, and if the expected System kWh output and construction cost at the alternative location are equivalent to or superior 8 than those associated with the originally proposed location. Such alternative location is subject to Provider approval, not to be unreasonably withheld. If an alternative location cannot be established, Provider will have the right to terminate per Section 3.2. 3.2 Conditions Precedent to Commencement of Construction and Installation. 3.2.1 Commencement by the Provider of construction and installation activities with respect to the PV System are subject to the satisfaction of the following conditions precedent (in addition to the condition set forth in Section 3.3): (a) Provider shall have closed financing for construction and long-term ownership of the PV System and the Solar Services to be performed at the Site and, to the extent required pursuant to the applicable financing documentation, the third party financing institution providing such financing shall have been provided with the materials referred to in Section 14.17 and Section 16; (b) Provider shall have entered into the applicable contract(s) for construction and installation of the PV System, subject to the terms of the applicable financing, if any; (c) Provider shall have obtained the permits, licenses and other approvals required by Applicable Law to be obtained by Provider prior to such commencement; (d) Provider shall have received satisfactory notice that the applications for Environmental Financial Incentives for the PV System have been accepted and approved by the appropriate governing agency; and (e) Provider shall have received from Customer satisfactory evidence that the project—including the System, the License, and the work and Solar Services described in this Agreement—is exempt from the regulatory jurisdiction of local agencies (including zoning, building, and land-use requirements) or that all required local agency approvals and permits have been obtained. provided, however, that if any of the foregoing conditions precedent have not been satisfied on or before June 17, 2020 (the “CP Date”), Provider shall have the option to terminate this Agreement without triggering the default provisions of this Agreement or any liability under this Agreement, and if Provider does not terminate this Agreement one hundred eighty (180) days following the CP Date, Customer may terminate this Agreement without triggering the default provisions of this Agreement or any liability under this Agreement. Alternatively, in the event that such conditions precedent are not satisfied by such date, the Parties may mutually agree to amend this Agreement to revise the Commercial Operation Date and term of this Agreement. 9 3.2.2 Commencement by the Provider of construction and installation activities with respect to the ESS shall be subject to the satisfaction of the following conditions precedent (in addition to the condition set forth in Section 3.3): (a) Provider shall have closed financing for construction and long-term ownership of the ESS and the Storage Services to be performed at the Site and, to the extent required pursuant to the applicable financing documentation, the third party financing institution providing such financing shall have been provided with the materials referred to in Section 14.17 and Section 16; (b) Provider shall have entered into the applicable contract(s) for construction and installation of the ESS, subject to the terms of the applicable financing, if any; (c) Provider shall have obtained the permits, licenses and other approvals required by Applicable Law to be obtained by Provider prior to such commencement; and (d) Provider shall have received satisfactory notice that the applications for Environmental Financial Incentives for the ESS have been accepted and approved by the appropriate governing agency; provided, however, that if any of the foregoing conditions precedent have not been satisfied on or before the CP Date, Provider shall have the option to terminate the Storage Services Provisions without triggering the default provisions of this Agreement or any liability under this Agreement with respect to the Storage Services Provisions, and if Provider does not terminate the Storage Services Provisions within one hundred eighty (180) days following the CP Date, Customer may terminate the Storage Services Provisions without triggering the default provisions of this Agreement or any liability under this Agreement with respect to the Storage Services Provisions. In the case that Provider elects not install the ESS and causes a Storage Services Termination, Customer will have no obligations with the respect to payment of the Storage Services Fees or any other Storage Services Provisions. A Storage Services Termination shall not terminate the Solar Services provisions of this Agreement. 3.3 Utility Approvals. Notwithstanding that Provider shall have primary responsibility for preparing applications and obtaining all permits, licenses and approvals required for the performance of work under this Agreement, Customer agrees to reasonably assist Provider in obtaining necessary permits, licenses and approvals in connection with the installation, operation and maintenance of the System, including the submission of applications for interconnection of the System with the local electric utility. Customer shall not make any material changes to its electrical equipment at the Site after the date on which the applicable utility interconnection application is submitted unless any such changes, individually or in the aggregate, would not 10 adversely affect the approval by such utility of such interconnection. Should the local electric utility fail to approve the interconnection of the PV System or require equipment in addition to the equipment set forth in Schedule B in connection with the Site, Provider may, at Provider’s option, terminate this Agreement immediately subsequent to notification from the local utility. Should the local electric utility fail to approve the interconnection of the ESS or require equipment in addition to the equipment set forth in Schedule B in connection with the Site, Provider may, at Provider’s option, elect not to install the ESS and cause a Storage Services Termination. The Parties shall not be obligated to go forward with installation of the System if the applicable utility approvals are conditioned upon material upgrades to the existing electrical infrastructure and neither Party elects to provide for such upgrades. Customer also agrees to assist Provider and make all necessary repairs or changes to the existing electrical infrastructure so that the Site and System are eligible for the Environmental Financial Incentives. 3.4 Energy Delivery. The date on which the delivery of Energy from the System commences (the “Commercial Operation Date”) shall be the date on which all of the following shall have occurred: (a) Provider shall have certified to Customer in writing that the PV System is substantially complete and available for commercial operation; (b) all permits and licenses required to be obtained under Applicable Law in connection with the operation of the PV System shall have been obtained and be in full force and effect; and (c) Customer shall have entered into an interconnection agreement with the local electricity utility. In no event shall Provider have any liability to Customer for a delay in the Commercial Operation Date caused by Customer, Customer’s electricity provider, a local agency issuing permits for the System or any other third parties outside of Provider’s control. 3.5 Risk of Loss; Exclusive Control. As between the Parties, Provider will be deemed to be in exclusive control (and responsible for any property damage or injuries to persons caused thereby) of the Energy up to but excluding the point where the System is interconnected to Customer’s electrical intertie; e.g., the Customer’s line-side tap (the “Interconnection Point”) and Customer will be deemed to be in exclusive control (and responsible for any property damage or injuries to persons caused thereby) of the Energy at and from the Interconnection Point. Risk of loss related to the Energy will transfer from Provider to Customer at the Interconnection Point. 3.6 Termination Values. The Parties acknowledge and agree that the Termination Values with respect to the applicable System are as set forth in Schedule D of this Agreement. 11 4. Operation and Maintenance of System. 4.1 O&M Work; Phone/Data Line. 4.1.1 PV O&M Work. Provider shall provide operation, repair, monitoring and maintenance services to the PV System during the Term of this Agreement, including the monitoring and maintenance of metering equipment determining the quantity of electricity produced by the PV System (collectively, the “PV O&M Work”). Provider shall perform the PV O&M Work, either directly or indirectly through a subcontract with SunPower Corporation, Systems , an affiliate of Provider or through a third-party service provider capable of providing comparable services, provided that Provider remains responsible for all PV O&M Work notwithstanding any such subcontracting. Provider shall perform, or cause to be performed, the PV O&M Work to ensure that the System is capable of delivering the Energy in accordance with the specifications set forth in Schedule B. Provider shall use commercially reasonable efforts to enforce the terms of any contract for operations and maintenance services to which it is a party and PV System warranty agreements. 4.1.2 ESS O&M Work. Provider shall provide operation, repair, monitoring and maintenance services to the ESS System during the Storage Services Term (the “ESS O&M Work”). Provider shall maintain during the Storage Services Term the capability to provide such ESS O&M Work, either directly or indirectly, or through a third-party service provider capable of providing comparable services, provided that Provider remains responsible for all operation, repair, monitoring and maintenance services to the ESS System notwithstanding any such subcontracting. Provider shall use commercially reasonable efforts to enforce the terms of any contract for operations and maintenance services to which it is a party and ESS warranty agreements. 4.1.3 Phone/Data Line. Customer shall properly maintain, pay for and provide access to the necessary phone, computer, or other communication lines necessary to permit Provider to (a) record the electrical output of the PV System for the entire Term, (b) operate the ESS during the Storage Services Term. 4.2 Malfunctions and Emergencies. 4.2.1 Each of Customer and Provider shall notify the other within twenty- four (24) hours following the discovery by it of (a) any material malfunction in the operation of the System, (b) an interruption in the supply of Solar Services or Storage Services. Provider and Customer shall each designate personnel and establish procedures such that each Party may provide notice of such conditions requiring Provider’s repair or alteration at all times, twenty-four (24) hours per day, including weekends and holidays. Each Party shall notify the other Party immediately upon the discovery of an emergency condition in the System. 4.2.2 Provider shall commence repairs to (a) any malfunctioning PV System and restore the supply of the Energy, and (b) during the Storage Services Term, any malfunctioning ESS and restore the provision of Storage Services, as soon as reasonably possible after notice or upon its own discovery of any of the conditions specified in Section 4.2.1 during normal business hours and, subject to Section 2, take steps to mobilize personnel to commence repairs after notice or discovery of a condition requiring repair or other corrective action. If an 12 emergency condition exists, Provider shall dispatch the appropriate personnel immediately upon becoming aware thereof to perform the necessary repairs or corrective action in an expeditious and safe manner. For routine and emergency repairs, the Parties shall contact the persons set forth below: If to Provider: Wayne Webb, Senior Manager, Operations & Maintenance 2900 Esperanza Crossing, 2nd Floor Austin, TX 78759 (510) 439 – 4663 or (800) 251-9728 Wayne.Webb@sunpowercorp.com with a copy to: customer.service@sunpower.com 4.3 Metering. 4.3.1 Meters. Provider shall install and maintain the following meters (each a “Meter” and collectively, the “Meters”) in connection with the System: (a) PV Meter: for the Term of this Agreement, a utility-grade kilowatt-hour (“kWh”) meter (“PV Meter”) at the PV System for the measurement of Energy provided to Customer, which shall measure the kWh output of the PV System on a continuous basis. (b) Consumption Meter: for the Storage Services Term, a utility- grade kWh meter (“Consumption Meter”) at the Site’s main utility meter, which shall measure the kWh consumption of the Site. (c) ESS Meter: for the Storage Services Term, a utility-grade kWh meter (“ESS Meter”) at the ESS inverter, which shall measure the kWh charge and discharge of the ESS. Upon Customer’s written request, Provider shall furnish a copy of all technical specifications and accuracy calibrations for the Meters, as well as all metering data and energy production and consumption calculations. Provider shall test the Meters in compliance with manufacturer’s recommendations. 4.3.2 Customer Audits and Inspections. Once per calendar year, Customer shall have the right to audit all Meter data upon reasonable notice, and any such audit shall be at Customer’s sole cost. Customer shall have a right of access to all Meters at reasonable times and with reasonable prior notice for the purpose of verifying readings and calibrations. 4.3.3 Adjustments. If testing of any Meter pursuant to Section 4.3.1 or Section 4.3.2 indicates that any Meter is in error by more than two percent (2%), then Provider shall promptly repair or replace such Meter. If the PV Meter is found to be in error by more than two percent (2%), Provider shall make a corresponding adjustment to the records of the amount of Energy based on such test results for (a) the actual period of time when such error caused 13 inaccurate PV 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. If the Consumption Meter or ESS Meter is found to be in error by more than two percent (2%), Provider shall make a corresponding adjustment to the Actual Demand Savings 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. 4.3.4 Disputes. Any dispute arising out of the reading or calibration of a Meter shall be resolved in accordance with the procedures set forth in Section 6.3.2. 4.4 Title to System. Provider, or Provider’s permitted assigns with respect to the System, shall at all times retain title to and be the legal and beneficial owner of the System, including the right to any tax credits available under federal or state law, and the System shall remain the property of Provider or Provider’s assigns. The System shall remain the personal property of Provider or Provider’s assigns and shall not attach to or be deemed a part of, or fixture to, the Site. It is the Parties’ intention that the System shall at all times retain the legal status of personal property. Provider shall be entitled to, and is hereby authorized to, file one or more precautionary Uniform Commercial Code financing statements with the California Secretary of State with respect to the System in order to protect its rights in the System, provided that no such UCC financing statement shall name Customer as the debtor. The System shall be clearly marked and identified as being the property of the Provider or Provider’s assigns. The Parties intend that neither Customer nor any party related to Customer shall acquire the right to operate the System or be deemed to operate the System. 4.5 Outages. Customer shall be permitted two (2) twenty-four (24) consecutive hour days during which the PV System may be offline (each, a “Scheduled Outage”) per calendar year during the Term, during which days Customer shall not be obligated to accept, and if not accepted, pay for the Energy; provided, however, that Customer shall have notified Provider in writing of each such Scheduled Outage at least forty-eight (48) hours in advance of the commencement of such Scheduled Outage. In the event that Scheduled Outages at the Site exceed two (2) days per calendar year for a reason other than a Force Majeure Event, and for all unscheduled outages, Provider shall reasonably estimate the amount of Energy that would have been delivered to Customer during each hour of such excess Scheduled Outages or unscheduled outages and shall invoice Customer for such amount, which shall be payable in accordance with Section 6.3. Additionally, as set forth in Exhibit C (Performance Guarantee), Provider shall be relieved of any failure to meet the Performance Guarantee due to any Scheduled Outage or unscheduled outage. 14 4.6 Compliance with Utility Specifications. Provider shall ensure that the operation of the System and all Energy generated by the System conform to applicable utility specifications for energy being generated and delivered to the Site’s electric distribution system, which shall include the installation of proper power conditioning and safety equipment, submittal of necessary specifications, coordination of utility testing and verification, and all related costs. 5. Purchase of Solar Services. 5.1 Purchase Requirement. Customer agrees to purchase one hundred percent (100%) of the Energy delivered by the System during the Term of this Agreement and one hundred percent (100%) of the Storage Services provided with respect to the System. While the Solar Services are calculated and billed on the basis of kWh of Energy as set forth in Section 6.1, Customer acknowledges and agrees that such Solar Services and the Storage Services represent a package of services including the production, storage and supply of electrical energy output from the System and the reduction of Customer’s electric demand, together with any other services associated with Solar Services and Storage Services that Provider may provide to Customer. The payment for Solar Services (expressed in $/kWh) and Storage Services (express in $/kWh) are calculated to include all of the above services. Neither Party may claim that by this Agreement Provider is an electric utility subject to regulation as an electric utility or subject to regulated electricity rates. Provider shall not claim to be providing electric utility services to Customer and shall not interfere with Customer’s ability to select an electric utility provider except that, to the extent Customer has a choice in selecting an electric utility provider or electricity provider, Customer shall not select an electric utility provider or electricity provider that requires, as part of their conditions for service, removal or discontinued operation of the System or the sales of Energy or Storage Services hereunder. 5.2 Environmental Attributes; Environmental Financial Incentives. 5.2.1 Environmental Attributes. All Environmental Attributes and associated Reporting Rights available in connection with the System are retained and owned by Customer or its assignee. Provider shall take all reasonable measures to assist Customer in obtaining all Environmental Attributes currently available or subsequently made available in connection with the System. At Customer’s request and expense, Provider shall execute all such documents and instruments reasonably necessary or desirable to effect or evidence Customer’s or its assignee right, title and interest in and to the Environmental Attributes. If the standards used to qualify the Environmental Attributes to which Customer is entitled under this Agreement are changed or modified, Provider shall, at Customer’s request and expense, use all reasonable efforts to cause the Environmental Attributes to comply with new standards as changed or modified. If Provider fails to act in good faith in completing documentation or taking actions reasonably requested by Customer, and such failure results in the loss of an Environmental Attribute that 15 would otherwise be available, Provider shall reimburse Customer for the full amount of such lost Environmental Attribute. 5.2.2 Environmental Financial Incentives. All Environmental Financial Incentives and associated Reporting Rights available in connection with the System are retained and owned by Provider or its assignee. Customer shall take all reasonable measures to assist Provider in obtaining all Environmental Financial Incentives currently available or subsequently made available in connection with the System. At Provider’s request and expense, Customer shall execute all such documents and instruments reasonably necessary or desirable to effect or evidence Provider’s or its assignee right, title and interest in and to the Environmental Financial Incentives. If the standards used to qualify the Environmental Financial Incentives to which Provider is entitled under this Agreement are changed or modified, Customer shall, at Provider’s request and expense, use all reasonable efforts to cause the Environmental Financial Incentives to comply with new standards as changed or modified. If Customer fails to act in good faith in completing documentation or taking actions reasonably requested by Provider, and such failure results in the loss of an Environmental Financial Incentive that would otherwise be available, Customer shall reimburse Provider for the full amount of such lost Environmental Financial Incentive. 5.2.3 Customer shall not take any action or suffer any omission that would have the effect of impairing the value to the Provider of the Environmental Attributes or Environmental Financial Incentives. 5.2.4 Provider or its assignee will at all times retain all tax credits and related tax benefits (including depreciation) associated with the System. 6. Price and Payment. 6.1 Price. Customer shall pay Provider for (a) the Energy provided pursuant to the terms of this Agreement at the rate per kWh (the “kWh Rate”) set forth in Schedule C for the applicable period, and (b) the Storage Services Fee at the rate set forth in Schedule C for the applicable period, plus any adjustments required pursuant to Section 3.1.1, plus any additional amount required pursuant to Section 6.2. Notwithstanding the foregoing, in the event that Customer elects to renew this Agreement pursuant Section 10.3.1, Customer shall pay the Renewal Rate for Energy delivered during such renewal period. 6.2 Taxes. 6.2.1 Customer Taxes. Provider shall invoice Customer for, and Customer shall pay all sales, use, excise, ad valorem, transfer and other similar taxes (“Transfer Taxes”), but excluding in all events taxes based on or measured by net income, that are imposed by any taxing authority arising out of or with respect to the purchase or sale of the Solar Services or Storage Services (regardless of whether such Transfer Taxes are imposed on Provider or Customer), together with any interest, penalties or additions to tax payable with respect to such Transfer Taxes, unless such interest, penalties or additions to tax payable with respect to such Transfer Taxes are due to Provider’s failure to timely remit any such Transfer Taxes or to file any returns required by 16 the appropriate taxing authority, and Provider shall indemnify and hold Customer harmless in such excepted cases. If Customer shall be required to by law to withhold or deduct any Transfer Taxes or other taxes imposed by any jurisdiction or any political subdivision from or in respect of any sum payable hereunder, the sum payable shall be increased as may be necessary so that, after taking all required deductions, Provider shall have received an amount equal to the sum it would have received had no such deductions been made. Provider will pay any ad valorem property tax imposed on the System by any taxing authority. 6.2.2 Provider Taxes. Provider will pay and hold harmless Customer from any sales or use tax imposed upon Customer arising from this Agreement, other than as set forth in the preceding Section 6.2.1, including but not limited to Provider's manufacture, installation and acquisition of the System. Provider will pay and hold harmless Customer from property tax, if any, assessed on (i) Provider’s use of the portion of the Site on which the System is installed, to the extent prescribed in the License; (ii) the System or Provider’s ownership, installation or use thereof; or (iii) any other aspect of this Agreement. Notwithstanding the foregoing, Customer shall pay and hold harmless Provider from sales and use taxes, if any, arising upon the transfer, if any, of both legal and beneficial ownership of the System to Customer pursuant to this Agreement. 6.3 Billing and Payment. Billing and payment for the Solar Services and Storage Services sold and purchased under this Agreement and any other amounts due and payable hereunder shall occur as follows: 6.3.1 Payments. Subject to adjustment in accordance with the following sentences of this Section 6.3.1, Customer shall pay to Provider: (a) with respect to the Solar Services, for each Monthly Period during the Term within thirty (30) days after receipt of any invoice a payment for the Energy delivered by the System during each such Monthly Period equal to the product of (a) Monthly Production for the System for the relevant month multiplied by (b) the then applicable kWh Rate. (b) with respect to the Storage Services, through the end of the Storage Services Term, within thirty (30) days after receipt of any invoice, a payment in an amount equal to the product of (a) Monthly Production of the System for the relevant month, multiplied by (b) the Storage Services Fee in $/kWh as set forth in Schedule C. 17 Customer payments under Sections 6.3.1(a) and (b) above shall be made by check to: Solar Star Co Co 1, LLC Attn: Commercial Asset Management Group c/o SunPower Capital Services, LLC 2900 Esperanza Crossing Austin, TX 78758 Payment may also be made by wire transfer of immediately available funds upon receipt of specific instructions by Provider. Upon receipt of written direction and instructions from Provider and Provider’s Financing Party, all payments to be made by the Customer to the Provider under this Agreement shall be made directly to the Provider’s Financing Party or its agent designated in a writing addressed to Customer from time to time. 6.3.2 Invoice Errors. Within thirty (30) days after receipt of any invoice, Customer may provide written notice to Provider of any alleged error therein (including any error resulting from Meter adjustments pursuant to Section 4.3.3). Customer shall pay all undisputed amounts, including the undisputed portion of any invoice, in accordance with the instructions set forth for payment under Section 6.3.1. If Provider notifies Customer in writing within thirty (30) days of receipt of such notice that Provider disagrees with the allegation of error in the invoice, the Parties shall meet, by telephone conference call or otherwise, within ten (10) days of Customer’s response for the purpose of attempting to resolve the dispute. 6.3.3 Late Payments. All payments hereunder shall be made without setoff or deduction. Any payment not made within the time limits specified in Section 6.3.1 shall bear interest from the date on which such payment was required to have been made through and including the date on which such payment is actually received by the Provider. Such interest shall accrue at a monthly rate equal to the lesser of the then prevailing prime rate of interest as published in The Wall Street Journal or the maximum interest rate permitted by Applicable Law. 7. General Covenants. 7.1 Provider’s Covenants. Provider covenants and agrees as follows: 7.1.1 Permits and Approvals. While performing this Agreement, Provider shall obtain and maintain all approvals, consents, licenses and permits from relevant Governmental Authorities, utility personnel, and (to the extent known to Provider) the Site’s owners, if Customer is not the owner of the Site, and other agreements and consents required to be obtained and maintained by Provider and to enable Provider to perform such work. Provider shall deliver copies of all permits and approvals obtained pursuant to this Section to Customer. 7.1.2 Health and Safety. Provider shall take all reasonably necessary safety precautions in performing this Agreement and shall comply in all material respects with all Applicable Laws pertaining to the safety of persons and real and personal property. 18 7.1.3 Removal of Liens. Provider shall not directly or indirectly cause, create, incur, assume or suffer to exist any mortgage, pledge, lien (including mechanics’, laborers’ or materialmen’s liens), charge, security interest, encumbrance or claim of any nature (“Liens”) on or with respect to the Site or any interest therein; provided that this Section 7.1.3 shall not limit Liens on the System. If Provider breaches its obligations under this Section, it shall immediately notify Customer in writing, shall promptly cause such Lien to be discharged and released of record without cost to Customer, and shall defend and indemnify Customer against all costs and expenses (including reasonable attorneys’ fees and court costs at trial and on appeal) incurred in discharging and releasing such Lien. 7.1.4 Provider Records. Provider shall keep complete and accurate records of its operations hereunder and shall maintain such data as may be necessary to determine with reasonable accuracy any item relevant to this Agreement. Customer has the right to examine all such records insofar as may be necessary for the purpose of ascertaining the reasonableness and accuracy of any statements of costs relating to transactions hereunder. 7.2 Customer’s Covenants. Customer covenants and agrees as follows: 7.2.1 Health and Safety. Customer shall at all times maintain the areas of the Site consistent with all Applicable Laws pertaining to the health and safety of persons and property. 7.2.2 Security. Customer shall provide and take reasonable measures for security of the System, including commercially reasonable monitoring of the Site’s alarms, if any. 7.2.3 Notice of Damage. Customer shall promptly notify Provider of any matters of which it becomes aware pertaining to any damage to or loss of the use of the System or that could reasonably be expected to adversely affect the System. 7.2.4 Liens. Customer shall not directly or indirectly cause, create, incur, assume or suffer to exist any Liens on or with respect to the System or any interest therein. Customer also shall pay promptly any taxes, charges or fees of whatever type of any relevant Governmental Authority for which Customer is responsible under Section 6.2 before a fine or penalty may attach to the System. If Customer breaches its obligations under this Section, it shall immediately notify Provider in writing, and shall promptly cause such Lien on or with respect to the System (including if such arises in favor of any third party claiming through Customer, such as a lender, mortgagee or encumbrancer of real property) to be removed, discharged and released of record without cost to Provider, and shall defend, indemnify and hold Provider harmless against all costs and expenses (including reasonable attorneys’ fees and court costs at trial and on appeal) incurred in removing, discharging and releasing such Lien. 7.2.5 Consents and Approvals. Customer shall obtain and maintain, and secure and deliver to Provider copies of, all consents, approvals, permits, licenses, and authorizations (or evidence that the project—including the System, and the work and Solar Services described in this Agreement—is exempt from the regulatory jurisdiction of local agencies (including zoning, building, and land-use requirements) or that all required local agency approvals 19 and permits have been obtained) relating to the performance of Customer’s obligations and the rights granted by Customer hereunder, and that are required by the terms, conditions or provisions of any restriction or any agreement or instrument or statute to which Customer is a party or by which Customer is bound, including completing applications for interconnection with Customer’s local electric utility. Customer shall use best efforts to assist Provider in fulfilling Provider’s responsibilities under Section 7.1.1. In addition, as a condition precedent to the effectiveness of this Agreement, Customer covenants that it has obtained all discretionary and other approvals required in connection with the project from its governing board and all applicable Government Authorities and that such board or Governmental Authority complied with the California Environmental Quality Act; or, if no other discretionary approvals were required, such board or Governmental Authority approved this Agreement before it was executed. 7.2.6 Maintenance of Interconnection. Customer shall ensure that all of the facilities to which the Energy is delivered, or with respect to which the Storage Services are provided, hereunder remain interconnected to the electrical grid during the entire Term or Storage Services Term, as applicable, except as permitted under Section 4.5 and Section 9. 7.2.7 Solar Access. Customer shall ensure that the PV System remains free of overshadowing or other blocked access to sunlight during the Term, and it is acknowledged and agreed by the Parties that the foregoing is a material obligation of the Customer for the purposes of this Agreement. Customer will use best efforts to secure a solar easement for the Site to prevent other buildings, structures or flora from overshadowing or otherwise blocking access of the sunlight to the System. Provider shall provide assistance to Customer in seeking a solar easement; however, Customer shall bear all costs and expenses related to obtaining any such easement. 7.2.8 Customer Records. Customer shall keep complete and accurate records of its operations hereunder and shall maintain such data as may be necessary to determine with reasonable accuracy any item relevant to this Agreement. Provider shall have the right to examine all such records insofar as may be necessary for the purpose of ascertaining the reasonableness and accuracy of any statements of costs relating to transactions hereunder. 7.2.9 Utility Account Information. Customer shall authorize Provider to have full access to Customer’s electric utility billing and account information as necessary to measure and validate the Actual Demand Savings provided by the ESS. 8. Insurance Requirements. 8.1 Provider’s General Liability Insurance. Provider shall maintain, at its sole expense, commercial general liability insurance, including products and completed operations and personal injury insurance, in a minimum amount of one million dollars ($1,000,000) per occurrence and in the aggregate, endorsed to provide contractual liability in said amount, specifically covering Provider’s obligations under this Agreement and naming Customer as an additional insured. The minimum coverage amount of $1,000,000 per occurrence and in the aggregate may be satisfied by a combination of a general liability policy and an excess/umbrella liability policy. 20 Provider, if it has employees, shall also maintain at all times during the term of this Agreement workers’ compensation insurance coverage in accordance with the applicable requirements of federal and state law. Within thirty (30) days after execution of this Agreement and upon Customer’s request annually thereafter, Provider shall deliver to Customer certificates of insurance evidencing such coverage, which shall specify that Customer shall be given at least thirty (30) days’ prior written notice by the applicable insurer in the event of any material modification, cancellation or termination of coverage, except ten (10) days for non- payment of premium. Such insurance shall be primary coverage without right of contribution from any insurance of Customer. 8.2 Customer’s Insurance. Customer shall provide and maintain “all-risk” property insurance covering the buildings on which the System is located during all periods (construction and operation) that Provider is the beneficial owner of the System, and naming Provider or its assignee as the loss payee. The System shall be insured for not less than its Termination Value. All such policies shall be with financially sound and reputable insurance companies that have an (i) A.M. Best rating of A+ and a financial strength category of “XII” or higher, (ii) a Standard & Poor’s financial strength rating of A+ or higher, or (iii) are otherwise reasonably satisfactory to the Provider or its assignee; and such policies shall be on terms that are reasonably satisfactory to the Provider or its assignee. Within thirty (30) days after execution of this Agreement and upon Provider’s request annually thereafter, Customer shall deliver to Provider certificates of insurance evidencing such coverage, which shall specify that Provider shall be given at least thirty (30) days’ prior written notice (10 days’ notice for cancellation due to nonpayment of premiums) by the applicable insurer in the event of any material modification, cancellation or termination of coverage. Such insurance shall be primary coverage without right of contribution from any insurance of Provider. Notwithstanding the foregoing, Customer shall be entitled to self- insure all of its insurance requirements under this Agreement. 9. Force Majeure Events. If either Party is prevented from or delayed in performing any of its obligations under this Agreement by reason of a Force Majeure Event, such Party shall notify the other Party in writing as soon as practicable after the onset of such Force Majeure Event and shall be excused from the performance of its obligations under this Agreement to the extent that such Force Majeure Event interferes with such performance. The Party whose performance under this Agreement is prevented or delayed as the result of a Force Majeure Event shall use reasonable efforts to remedy its inability to perform. If a Party’s failure to perform its obligations under this Agreement is due to a Force Majeure Event, then such failure shall not be deemed a Provider Default or a Customer Default, as the case may be. In case a Force Majeure Event continues for at least one (1) year with respect to the System, then either Party may terminate this Agreement by written notice to the other. 21 10. Term; Customer Options; Termination. 10.1 Term. The term of this Agreement shall commence on the Effective Date and shall expire on the date that is twenty-five (25) years after the Commercial Operation Date (the “Expiration Date”), unless and until terminated earlier pursuant to Sections 3.1, 3.2, 3.3, 9, 10.2.3, 10.6 or 12 (the date of any such termination, the “Termination Date”, and the “Term” being such period of time commencing on the Effective Date and ending on the earlier of (i) the Termination Date, and (ii) the Expiration Date). Notwithstanding the foregoing, the Storage Services Provisions of this Agreement shall only be in effect during the Storage Services Term. 10.2 Customer Options Upon Cessation of Business Operations at Site. If, prior to the end of the Term, Customer ceases to conduct business operations at the Site, vacates the Site, or is prevented from allowing operation of the System on the Site: 10.2.1 Substitute Site. So long as Customer’s exercise of its rights under this Section 10.2.1 does not impair or reduce any Environmental Financial Incentives that may be available to the Provider, or otherwise have an adverse tax effect on Provider, or in the Provider’s sole discretion and determination, impair Provider’s ability to meet any and all obligations in connection with a Financing Party or a prospective financing transaction, Customer shall have the right to provide Provider with a mutually agreeable substitute Site located within the same utility district, subject to requisite governing agency approvals, to relocate the System, which agreement shall not be unreasonably withheld, or, if not available, in a location with similar solar insolation, utility rates, Environmental Attributes and Environmental Financial Incentives. Any such alternate Site shall have a similar demand charge profile as the Site. If such alternate Site is available and is acceptable to Provider, this Agreement shall be amended to delete the prior Site and add the new Site, but otherwise this Agreement shall remain in full force in accordance with its terms and shall not be deemed otherwise amended. Customer shall pay the reasonable costs arising in connection with the relocation(s) of the System, including removal costs, installation costs, any applicable interconnection fees, costs related to obtaining a site license or lease at the substitute site, other costs of deployment at the substitute Site, and amounts lost that would otherwise be payable under this Agreement due to such relocation(s) to Provider based on (i) delivered Energy averaged over the prior twelve months for the System and (ii) if during the Storage Services Term, all Storage Services Fees for any Monthly Periods during which the ESS is not operational due to such relocation(s). 10.2.2 Move and Pay Option. So long as such event does not impair or reduce any Environmental Attributes or Environmental Financial Incentives, Customer may elect to pay or guarantee the payment of the remaining monthly amounts due under this Agreement to Provider, and cause the System to be kept in operation at the Site, in each case through the remainder of the Term. 10.2.3 Termination and Payment of Termination Value. If, beginning in the sixth year following the Commercial Operation Date, a substitute Site cannot be located in 22 accordance with Section 10.2.1 with respect to the System and Customer elects not to avail itself of the provisions of Section 10.2.2 with respect to the System, then Customer shall so notify Provider, Provider shall remove the System (at Customer’s sole cost and expense) and Customer shall pay to Provider the then-applicable Termination Value specified in Column A of Schedule D as liquidated damages, whereupon this Agreement shall terminate. The Parties agree that actual damages to Provider if this Agreement is terminated as contemplated in this Section 10.2 would be difficult to ascertain, and the applicable Termination Value is a reasonable approximation of the damages suffered by Provider as a result of early termination of this Agreement. 10.3 Customer Options Upon Expiration of Term. 10.3.1 Extension of Term. Upon prior written notice to Provider at least one-hundred eighty (180) days prior to the Expiration Date, Customer has the option to renew the term of this Agreement with respect to the PV System and Solar Services for one (1) additional three (3)-year period at the Renewal Rate. 10.3.2 Purchase of PV System. If Customer has not elected to renew the term of this Agreement in accordance with Section 10.3.1, Customer may purchase the PV System by providing Provider written notice of its intent to purchase the PV System no later than one- hundred and eighty (180) days prior to the Expiration Date, and paying Provider the Fair Market Value thereof no later than the relevant Expiration Date. The “Fair Market Value” of the PV System shall be the value determined by the mutual agreement of Customer and Provider within ten (10) days after receipt by Provider of Customer’s notice of its election to purchase the PV System. If Customer and Provider cannot mutually agree to a Fair Market Value, then the Parties shall jointly select a nationally recognized independent appraiser with whom the parties have discussed methods and assumptions, with experience and expertise in the solar photovoltaic industry to value such equipment. Such appraiser shall act reasonably and in good faith to determine the Fair Market Value and shall set forth such determination in a written opinion delivered to the Parties. The valuation made by the appraiser shall be binding on the Parties in the absence of fraud or manifest error. The costs of the appraisal shall be borne by the Parties equally. To the extent transferable, the remaining period, if any, on all warranties for the PV System will be transferred from Provider to Customer. If the Parties are unable to agree on the selection of an appraiser, such appraiser shall be jointly selected by the appraiser firm proposed by the Customer and the appraiser firm proposed by the Provider. Upon receipt by Provider of payment of the Fair Market Value, title to the PV System as well as available Environmental Attributes and Environmental Financial Incentives from the PV System shall transfer to Customer as-is, where- is. 10.3.3 Return of PV System . If at the end of a Term, or an Extension of Term pursuant to Section 10.3.1, Customer does not exercise any of the options described in Sections 10.3.1 and 10.3.2, Provider shall remove all of its tangible property comprising the PV System from the Site by a mutually convenient date but in no case later than one hundred eighty (180) days after the Expiration Date with respect to the PV System. The cost to remove the PV System shall be borne by the Provider. The portion of the Site on which the PV System was installed shall be returned to its original condition, except for ordinary wear and tear, and Provider shall leave the portion of the Site on which the System was installed in neat and clean order. 23 10.3.4 Extension of Storage Services Term. Upon prior written notice to Provider at least one-hundred eighty (180) days prior to the end of the Storage Services Term, Parties may mutually agree to extend the Storage Services Term with respect to the ESS and the Storage Services for one (1) additional five (5)-year period at the ESS Renewal Rate. 10.3.5 Purchase of ESS. If Customer has not elected to renew the Storage Services Term in accordance with Section 10.3.4, Customer shall have the option to purchase the ESS by providing Provider written notice of its intent to purchase the ESS no later than one- hundred and eighty (180) days prior to the end of the Storage Services Term, and paying Provider the ESS Fair Market Value thereof no later than the Expiration Date. The “ESS Fair Market Value” of the ESS shall be the value determined by the mutual agreement of Customer and Provider within ten (10) days after receipt by Provider of Customer’s notice of its election to purchase the ESS. If Customer and Provider cannot mutually agree to an ESS Fair Market Value, then the Parties shall jointly select a nationally recognized independent appraiser with whom the parties have discussed methods and assumptions, with experience and expertise in the solar photovoltaic and energy storage industry to value such equipment. Such appraiser shall act reasonably and in good faith to determine the ESS Fair Market Value and shall set forth such determination in a written opinion delivered to the Parties. The valuation made by the appraiser shall be binding on the Parties in the absence of fraud or manifest error. The costs of the appraisal shall be borne by the Parties equally. To the extent transferable, the remaining period, if any, on all warranties for the ESS will be transferred from Provider to Customer at Customer’s sole expense. If the Parties are unable to agree on the selection of an appraiser, such appraiser shall be jointly selected by the appraiser firm proposed by the Customer and the appraiser firm proposed by the Provider. Upon receipt by Provider of payment of the ESS Fair Market Value, title to the ESS as well as available Environmental Financial Incentives from the ESS shall transfer to Customer as-is, where-is. 10.3.6 Return of the ESS. If at the end of Storage Services Term, or an extension thereof pursuant to Section 10.3.4, Customer does not exercise any of the options described in Sections 10.3.4 and 10.3.5, Provider shall remove all of its tangible property comprising the ESS from the Site by a mutually convenient date but in no case later than one hundred eighty (180) days after the expiration of the Storage Services Term. The cost to remove the ESS shall be borne by the Provider. The portion of the Site on which the ESS was installed shall be returned to its original condition, except for ordinary wear and tear, and Provider shall leave the portion of the Site on which the System was installed in neat and clean order. 10.3.7 Amended and Restated Agreement. At the end of the Storage Services Term, Customer agrees that it shall reasonably cooperate with a request from Provider to amend, or amend and restate this Agreement to remove all provisions applicable to the Storage Services and the ESS; provided, that the foregoing undertaking shall not obligate Customer to materially change any rights or benefits, or materially increase any burdens, liabilities or obligations of Customer, under this Agreement. 10.4 Customer Purchase Options Prior to Expiration Date. 10.4.1 On the later to occur of the sixth (6th) anniversary of the Commercial Operation Date and the Storage Services Commencement Date, provided that no Customer Default shall have occurred and be continuing beyond any applicable period of cure, Customer may elect to purchase all, but not less than all, of the 24 System (including both the ESS and the PV System). If Customer elects to so purchase the System, the purchase price shall be the higher of the then Fair Market Value of the System (calculated in accordance with the definition of Fair Market Value set forth in Section 10.3.2 for the PV System and the ESS Fair Market Value set forth in Section 10.3.5, and such determination to be at Customer’s sole cost and expense), or the then-current Termination Value specified in Column A of Schedule D. Not less than one-hundred-and-eighty (180) days prior to the exercise of the purchase option for the System, Customer shall provide written notice to Provider of Customer’s exercise thereof. Upon the exercise of the foregoing purchase option plus receipt of the Value as determined in Section 10.4 above and all other amounts then owing by Customer to Provider, the Parties will execute all documents necessary to cause title to the System to pass to Customer as-is, where- is; provided, however, that Provider shall remove any encumbrances placed on the System by Provider at Customer’s expense. 10.4.2 On the later to occur of the fifteenth (15th) anniversary of the Commercial Operation Date and the Storage Services Commencement Date, provided that no Customer Default shall have occurred and be continuing beyond any applicable period of cure, Customer may elect to purchase the PV System. If Customer elects to so purchase the PV System, the purchase price shall be the higher of the then Fair Market Value of the PV System (calculated in accordance with the definition of “Fair Market Value” set forth in Section 10.3.2 for the PV System, and such determination to be at Customer’s sole cost and expense), and the amount specified in Column A of Schedule D. Not less than one-hundred-and-eighty (180) days prior to the exercise of the purchase option for the PV System, Customer shall provide written notice to Provider of Customer’s exercise thereof. Upon the exercise of the foregoing purchase option plus receipt of the Fair Market Value and all other amounts then owing by Customer to Provider, the Parties will execute all documents necessary to cause title to the PV System to pass to Customer as-is, where-is; provided, however, that Provider shall remove any encumbrances placed on the PV System by Provider at Customer’s expense. 10.5 Payment of Termination Value on Termination Date. In the event that the Termination Date has occurred for reasons other than pursuant to Sections 3.1.2., 10.6 or 12.1.1, Customer shall be required to pay to Provider the then-applicable Termination Value specified in Column A of Schedule D as liquidated damages. The Parties agree that actual damages to Provider in the event this Agreement terminates prior to the expiration of the Term for causes attributable to Customer would be difficult to ascertain, and the applicable Termination Value is a reasonable approximation of the damages suffered by Provider as a result of early termination of this Agreement. 10.6 Provider Termination. Provider shall have the right, in Provider’s sole and absolute discretion, to terminate this Agreement upon written notice if any of the following occurs: 25 10.6.1 at any time until construction of the System commences Provider determines in its sole discretion that it is unable to install the System at the Site; 10.6.2 if the occurrence of an unstayed order of a court or administrative agency has the effect of subjecting the sales of the Energy or the Storage Services to federal or state regulation of the prices therefor and/or the delivery of the service; 10.6.3 the elimination or alteration of one or more Environmental Financial Incentives or other change in law that results in a material adverse economic impact on Provider; or 10.6.4 if the annual direct beam solar resource availability at the Site is less than or equal to 90% of historical averages as measured by long-term weather data (minimum of five (5) years) collected at the Site and/or other reliable calibrated and appropriate weather station representative of the Site. In the event of a Provider termination under this Section 10.6, Provider shall remove all of its tangible property comprising the System from the Site by a mutually convenient date but in no case later than one hundred eighty (180) days after the Termination Date. The cost to remove the System shall be borne by the Provider. The portion of the Site on which the System was installed shall be returned to its original condition, except for ordinary wear and tear, and Provider shall leave the portion of the Site on which the System was installed in neat and clean order. 11. Defaults. 11.1 Customer Default. The occurrence at any time of any of the following events shall constitute a “Customer Default”: 11.1.1 Failure to Pay. The failure of Customer to pay during the Term any amounts owing to Provider on or before the date on which such amounts are due and payable under the terms of this Agreement and Customer’s failure to cure such failure within fifteen (15) days after Customer receives written notice of each such failure from Provider; 11.1.2 Failure to Maintain Phone/Data Line. Unless due to a Force Majeure Event excused by Section 9, the failure of Customer to maintain and grant Provider access to the phone and other communications lines required to be maintained pursuant to Section 4.1.3 and Customer’s failure to cure such failure within twenty (20) business days after Customer receives written notice of such failure from Provider; provided that in any event if such failure shall continue for at least five (5) days after notice to Customer and shall result in lost revenue to Provider, Provider shall be entitled to reasonably estimate the amount of revenue that would have been obtained and shall invoice Customer therefor; 11.1.3 Failure to Perform Other Obligations. Unless due to (i) a Force Majeure Event excused by Section 9, or (ii) a breach of paragraph 2 of Section 2 (License), the failure of Customer to perform or cause to be performed any other material obligation required to 26 be performed by Customer under this Agreement, or the failure of any representation, covenant, or warranty set forth herein to be true and correct as and when made; provided, however, that if such failure by its nature can be cured, then Customer shall have a period of thirty (30) business days after receipt of written notice from Provider of such failure to Customer to cure the same and a Customer Default shall not be deemed to exist during such period; provided, further, that if Customer commences to cure such failure during such period and is diligently and in good faith attempting to effect such cure, said period shall be extended for one hundred twenty (120) additional days; 11.1.4 Bankruptcy, Etc. (a) Customer admits in writing its inability to pay its debts generally as they become due; (b) Customer files a petition or answer seeking reorganization or arrangement under the federal bankruptcy laws or any other applicable law or statute of the United States of America or any State, district or territory thereof; (c) Customer makes an assignment for the benefit of creditors; (d) Customer consents to the appointment of a receiver of the whole or any substantial part of its assets; (e) Customer has a petition in bankruptcy filed against it, and such petition is not dismissed within ninety (90) days after the filing thereof; (f) a court of competent jurisdiction enters an order, judgment, or decree appointing a receiver of the whole or any substantial part of Customer’s assets, and such order, judgment or decree is not vacated or set aside or stayed within ninety (90) days from the date of entry thereof; or (g) under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of the whole or any substantial part of Customer’s assets and such custody or control is not terminated or stayed within ninety (90) days from the date of assumption of such custody or control; or 11.1.5 Failure of Site Access. A breach by Customer of the License occurs and Customer fails to cure such breach within five (5) days after Customer receives written notice of such breach from Provider. 11.2 Provider Default. The occurrence at any time of the following event shall constitute a “Provider Default”: 11.2.1 Failure to Perform Obligations. Unless due to a Force Majeure Event excused by Section 9, the failure of Provider to perform or cause to be performed any obligation required to be performed by Provider under this Agreement or the failure of any representation and warranty set forth herein to be true and correct as and when made; provided, however, that if such failure by its nature can be cured, then Provider shall have a period of thirty (30) business days after receipt of written notice from Customer of such failure to Provider to cure the same and a Provider Default shall not be deemed to exist during such period; provided, further, that if Provider commences to cure such failure during such period and is diligently and in good faith attempting to effect such cure, said period shall be extended for one-hundred twenty (120) additional days; or 11.2.2 Bankruptcy, Etc. (a) Provider admits in writing its inability to pay its debts generally as they become due; (b) Provider files a petition or answer seeking reorganization or arrangement under the federal bankruptcy laws or any other applicable law or statute of the United States of America or any State, district or territory thereof; (c) Provider makes 27 an assignment for the benefit of creditors; (d) Provider consents to the appointment of a receiver of the whole or any substantial part of its assets; (e) Provider has a petition in bankruptcy filed against it, and such petition is not dismissed within ninety (90) days after the filing thereof; (f) a court of competent jurisdiction enters an order, judgment, or decree appointing a receiver of the whole or any substantial part of Provider’s assets, and such order, judgment or decree is not vacated or set aside or stayed within ninety (90) days from the date of entry thereof; or (g) under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of the whole or any substantial part of Provider’s assets and such custody or control is not terminated or stayed within ninety (90) days from the date of assumption of such custody or control. 12. Remedies Following Default. 12.1 Customer’s Remedies Upon Occurrence of a Provider Default. 12.1.1 Termination. If a Provider Default has occurred and is continuing, then Customer may terminate this Agreement by providing written notice to Provider thereof, and this Agreement shall terminate and be of no further force or effect as of the date of the notice according to Section 14.1. 12.1.2 Other Rights and Remedies. If any Provider Default described under Section 11.2 has occurred and Customer has terminated this Agreement as a result thereof in accordance with the terms of Section 12.1.1 above, then, subject to Section 12.3, Provider shall pay to Customer an amount not to exceed the then-present value (discounted at the prevailing prime rate of interest as published in The Wall Street Journal on the day preceding the date of determination) of (a) the cash flows equal to the product of (i) the positive difference, if any, of the price per kWh for commercially available, utility-provided energy in the applicable market(s) (which shall not include related charges such as delivery, service, distribution, or taxes) minus the kWh Rate of Energy hereunder (as such kWh Rate would have been escalated over time pursuant to the terms hereof) hereof, multiplied by (ii) the number of days remaining in the term of this Agreement had it not been terminated times the expected daily number of kWh of Energy to be delivered under this Agreement, calculated by dividing the Estimated Year 1 Production set forth in Schedule B, adjusted for as-built System, by 365. Provider’s payment to Customer of the amounts set forth in this Section 12.1.2 shall not in any way limit the other remedies at law or in equity that Customer may pursue as damages for Provider’s breach of this Agreement; provided, however, that such damages pursued by Customer are subject to the limitation provisions of Sections 12.3 and 12.5. 12.2 Provider’s Remedies Upon Customer Default. In addition to any other remedies available under this Agreement or at law, if a Customer Default has occurred and is continuing, then Provider may terminate this Agreement by providing written notice to Customer thereof, and this Agreement shall terminate and be of no further force or effect as of the date of the notice according to Section 14.1 and Provider shall have the right to (a) cause Customer to pay (and Customer shall have the obligation to pay to Provider) the applicable Termination Value set forth in Column A of Schedule D and (b) enter onto the Site and remove the System in accordance with the last sentence of Section 10.2.3. 28 12.3 No Consequential Damages. Nothing in this Agreement is intended to cause either Party to be, and neither Party shall be, liable to the other Party for any lost business, lost profits or revenues from others or other special or consequential damages, all claims for which are hereby irrevocably waived by Customer and Provider. Notwithstanding the foregoing, none of the payments for the Energy or any other amount specified as payable by Customer to Provider under the terms of this Agreement upon the termination of this Agreement shall be deemed consequential damages 12.4 Effect of Termination of Agreement. Upon the Termination Date or the Expiration Date, as applicable, any amounts then owing by a Party to the other Party shall become immediately due and payable and the then future obligations of Customer and Provider under this Agreement shall be terminated (other than the indemnity obligations set forth in Section 13). Such termination shall not relieve either Party from obligations accrued prior to the effective date of termination or expiration. 12.5 Limitation of Liability. THE TOTAL LIABILITY OF A PARTY TO THE OTHER PARTY FOR ALL CLAIMS OR SUITS OF ANY KIND, WHETHER BASED UPON THIS AGREEMENT, TORT (INCLUDING NEGLIGENCE BUT EXCLUDING THIRD PARTY TORT CLAIMS FOR PERSONAL INJURY OR PROPERTY DAMAGE ARISING FROM THE PERFORMANCE OF THIS AGREEMENT), WARRANTY, STTRICT LIABILITY OR OTHERWISE, FOR ANY LOSSES, DAMAGES, COSTS OR EXPENSES OF ANY KIND WHATSOEVER ARISING OUT OF, RESULTING FROM OR RELATED TO THE PERFORMANCE OR BREACH OF THIS AGREEMENT SHALL, UNDER NO CIRCUMSTANCES, EXCEED $2,048,773, PROVIDED THAT THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO (A) LIABILITY FOR FRAUD OR WILLFUL MISCONDUCT OF ANY PERSON; (B) LIABILITY UNDER THE INDEMNIFICATION PROVISIONS OF THIS AGREEMENT FOR CLAIMS OF THIRD PARTIES FOR PERSONAL INJURY OR PROPERTY DAMAGE ARISING FROM THIS AGREEMENT; OR (C) PAYMENT OF THE KWH RATE. THE LIMITATION OF LIABILITY PROVIDED FOR HEREIN SHALL NOT BE USED TO LIMIT OR REDUCE ANY AVAILABLE INSURANCE. 13. Indemnification. 13.1 Indemnification by Provider. Provider shall fully indemnify, save harmless and defend Customer from and against any and all costs, claims, and expenses incurred by Customer in connection with or arising from any claim by a third party for physical damage to or physical destruction of property, or death of or bodily injury to any Person, but only to the extent caused by (a) the negligence or willful misconduct of Provider or its agents or employees or others under Provider’s control in performing this Agreement, and 29 (b) a Provider Default under this Agreement; provided, however, that nothing in this Section 13.1 is intended to modify the limitation of Provider’s liability set forth in Section 12.3 above; provided further that to the extent Customer recovers such damages, losses and expenses under any insurance policy, Customer shall reimburse any payment made by Provider under this indemnity. 13.2 Indemnification by Customer. Without limiting the provisions of Section 8, Customer shall fully indemnify, save harmless and defend Provider or its assignees and successors from and against any and all costs, claims, and expenses incurred by Provider in connection with or arising from any claim by a third party for physical damage to or physical destruction of property, or death of or bodily injury to any Person, but only to the extent caused by (a) the negligence or willful misconduct of Customer or its agents or employees or others under Customer’s control at the Site or (b) a Customer Default hereunder; provided, however, that nothing in this Section 13.2 is intended to modify the limitation of Customer’s liability set forth in Section 12.3 above; provided further that to the extent Provider recovers such damages, losses and expenses under any insurance policy, Provider shall reimburse any payment made by Customer under this indemnity. 13.3 Notice of Claims. Any Party seeking indemnification hereunder (the “Indemnified Party”) shall deliver to the other Party (the “Indemnifying Party”) a 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 after the Indemnified Party receives notice that an action at law or a suit in equity has commenced; provided, however, that failure to deliver the Claim Notice as aforesaid shall not relieve the Indemnifying Party of its obligations under this Section 13, except to the extent that such Indemnifying Party has been prejudiced by such failure. 13.4 Defense of Action. If requested by an 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 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 Section 13 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 30 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. 13.5 Survival of Provisions. The provisions of this Section 13 shall survive the expiration or termination of this Agreement. 14. Miscellaneous Provisions. 14.1 Notices. All notices, communications and waivers under this Agreement shall be in writing and shall be (a) delivered in person or (b) mailed, postage prepaid, either by registered or certified mail, return receipt requested or (c) sent by reputable overnight express courier, addressed in each case to the addresses set forth below, or to any other address either of the parties to this Agreement shall designate in a written notice to the other Party: If to Provider: Solar Star Co Co 1, LLC c/o SunPower Corporation 1414 Harbour Way South, Suite 1901 Richmond, CA 94804 Attention: Julie Williamson, Project Administration Phone:510-540-0550 Fax:510-540-0552 If to Customer: Contra Costa County Public Works Dept. Capital Projects Management Division Attn: Energy Manager 40 Muir Road Martinez, CA 94553Phone: 925-313-2000 Fax: 925-313-2333 All notices sent pursuant to the terms of this Section 14.1 shall be deemed received (i) if personally delivered, then on the date of delivery, (ii) if sent by reputable overnight, express courier, then on the next business day immediately following the day sent, or (iii) if sent by registered or certified mail, then on the earlier of the third (3rd) business day following the day sent or when actually received. 31 14.2 Authority. 14.2.1 Provider Representations. Provider hereby represents and warrants that: (a) It is a Delaware limited liability company duly organized, validly existing and in good standing under the laws of the state of its formation and has all requisite limited liability company power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby; (b) The execution and delivery of this Agreement and the performance of its obligations hereunder have been duly authorized by all necessary limited liability company action; (c) This Agreement is a legal, valid and binding obligation of Provider enforceable against Provider in accordance with its terms, subject to the qualification, however, that the enforcement of the rights and remedies herein is subject to (i) bankruptcy and other similar laws of general application affecting rights and remedies of creditors and (ii) the application of general principles of equity (regardless of whether considered in a proceeding in equity or at law); (d) To the best knowledge of Provider, as of the date of execution hereof, no governmental approval (other than any governmental approvals that have been previously obtained or disclosed in writing to Customer) is required in connection with the due authorization, execution and delivery of this Agreement by Provider or the performance by Provider of its obligations hereunder which Provider has reason to believe that it will be unable to obtain in due course on or before the date required for Provider to perform such obligations; and (e) Neither the execution and delivery of this Agreement by Provider nor compliance by Provider with any of the terms and provisions hereof (i) conflicts with, breaches or contravenes the provisions of the articles of formation or operating agreement of Provider or any contractual obligation of Provider or (ii) results in a condition or event that constitutes (or that, upon notice or lapse of time or both, would constitute) an event of default under any material contractual obligation of Provider. 14.2.2 Customer Representations. Customer hereby represents and warrants that: 32 (a) It is a political subdivision of the State of California, validly existing and in good standing under the laws of the state of its formation and has all requisite power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby; (b) The execution and delivery of this Agreement and the performance of its obligations hereunder have been duly authorized by all necessary governmental action; (c) This Agreement is a legal, valid and binding obligation of Customer enforceable against Customer in accordance with its terms, subject to the qualification, however, that the enforcement of the rights and remedies herein is subject to (i) bankruptcy and other similar laws of general application affecting rights and remedies of creditors and (ii) the application of general principles of equity (regardless of whether considered in a proceeding in equity or at law); (d) No governmental approval (other than any governmental approvals which have been previously obtained or disclosed in writing to Provider) is required in connection with the due authorization, execution and delivery of this Agreement by Customer or the performance by Customer of its obligations hereunder which Customer has reason to believe that it will be unable to obtain in due course; (e) Neither the execution and delivery of this Agreement by Customer nor compliance by Customer with any of the terms and provisions of this Agreement results in a condition or event that constitutes (or that, upon notice or lapse of time or both, would constitute) an event of default under any contractual obligation of Customer; (f) Customer has not entered into any contracts or agreements with any other person regarding the provision of the services at the Site contemplated to be provided by Provider under this Agreement; and (g) None of the electricity to be generated by the Provider will be used to generate energy for the purpose of heating a swimming pool. 14.3 Assignment 14.3.1 Provider Assignment. 33 Provider may assign this Agreement upon written notice thereof to Customer, provided that any such assignment shall be to an assignee capable of performing Provider’s obligations hereunder. Provider may, without any consent of Customer, sell, transfer, assign or pledge (or grant security interests in) its rights, title and interest in this Agreement, and/or any monies due under this Agreement to a Financing Party, in connection with any financing for the ownership, acquisition, construction, operation or use of the System. 14.3.2 Customer Assignment. Customer shall not assign all or any part of this Agreement to any entity other than an affiliate of Customer without the prior written consent of the Provider, which shall not be unreasonably withheld. Customer may not assign this Agreement to any Person, including an affiliate, with a credit rating lower than that of Customer without providing matching credit support in the form of cash, letter(s) of credit, or other security reasonably acceptable to Provider. Any assignment by the Customer not permitted under this Section 14.3 shall be void ab initio. In the event that Customer decides to sell or otherwise transfer the Site or a portion thereof upon which the System is located, Customer may (i) with Provider’s prior written consent, which will not be unreasonably withheld or delayed, assign this Agreement to the Site purchaser who shall assume all of Customer’s obligations under this Agreement and Provider shall release Customer from any further liability associated with this Agreement, or (ii) terminate this Agreement by paying Provider the Termination Value applicable to the date of termination. Upon payment of the Termination Value, the Parties will execute all documents necessary to cause title to the System to pass to Customer as-is, where-is. The Customer does not have the present intention of making any transfer of the Site or that portion of the Site on which the System is located; provided, however, nothing herein shall prohibit Customer from making any transfer of the Site or any portion thereof on which System is located, subject to the provisions set forth above. 14.4 Successors and Assigns. The rights, powers and remedies of each Party shall inure to the benefit of such party and its successors and permitted assigns. 14.5 Entire Agreement. This Agreement (including all exhibits and schedules attached hereto) represent the entire agreement between the parties to this Agreement with respect to the subject matter hereof and thereof and supersede all prior and contemporaneous oral and prior written agreements. 34 14.6 Amendments to Agreement. This Agreement shall not be amended, modified or supplemented without the written agreement of Provider and Customer at the time of such amendment, modification or supplement. 14.7 Waivers; Approvals. No waiver of any provision of this Agreement shall be effective unless set forth in writing signed by the Party making such waiver, and any such waiver shall be effective only to the extent it is set forth in such writing. Failure by a Party to insist upon full and prompt performance of any provision of this Agreement, or to take action in the event of any breach of any such provisions or upon the occurrence of any Provider Default or Customer Default, as applicable, shall not constitute a waiver of any rights of such Party, and, subject to the notice requirements of this Agreement, such Party may at any time after such failure exercise all rights and remedies available under this Agreement with respect to such Provider Default or Customer Default. Receipt by a Party of any instrument or document shall not constitute or be deemed to be an approval of such instrument or document. Any approvals required under this Agreement must be in writing, signed by the Party whose approval is being sought. 14.8 Partial Invalidity. In the event that any provision of this Agreement is deemed to be invalid by reason of the operation of Applicable Law, Provider and Customer shall negotiate an equitable adjustment in the provisions of the same in order to effect, to the maximum extent permitted by law, the purpose of this Agreement (and in the event that Provider and Customer cannot agree then such provisions shall be severed from this Agreement) and the validity and enforceability of the remaining provisions, or portions or applications thereof, shall not be affected by such adjustment and shall remain in full force and effect. 14.9 Execution in Counterparts. This Agreement may be executed in counterparts, and all said counterparts when taken together shall constitute one and the same Agreement. 14.10 Governing Law; Jurisdiction; Forum. This Agreement shall be governed by and construed in accordance with the internal laws of the State of California. Customer irrevocably agrees that any action, suit or proceeding by or among Provider and Customer may be brought in whichever of the Superior Courts of the State of California, Alameda County, or the Federal Court for the Northern District of California, has subject matter jurisdiction over the dispute and waives any objection that Customer may now or hereafter have regarding the choice of forum whether on personal jurisdiction, venue, forum non conveniens or on any other ground. Customer irrevocably consents to the service 35 of process outside of the territorial jurisdiction of such courts by mailing copies thereof by registered or certified mail, postage prepaid, to Customer’s address set forth herein with the same effect as if Customer were a resident of the State of California and had been lawfully served in such state. Nothing in this Agreement shall affect the right to service of process in any other manner permitted by law. 14.11 Attorneys’ Fees. If any action shall be instituted between Customer and Provider in connection with this Agreement, the Party prevailing in such action shall be entitled to recover from the other Party all of its reasonable costs and expenses incurred in connection with such action by arbitration or other legal proceeding, including reasonable attorneys’ fees. 14.12 No Third Party Rights. This Agreement is only for the benefit of the parties to this Agreement, their successors and permitted assigns (including any lender or lessor of Provider) and Persons expressly benefited by the indemnity provisions of this Agreement. No other Person (including, without limitation, tenants of the Site) shall be entitled to rely on any matter set forth in, or shall have any rights on account of the performance or non-performance by any Party of its obligations under, this Agreement. 14.13 Treatment of Additional Amounts. The Parties hereto acknowledge and agree that Customer’s payment of the Termination Value constitute liquidated damages and not penalties. The Parties further acknowledge that in the case of the payment of the Termination Value: (a) the amount of loss or damages likely to be incurred is incapable or is difficult to precisely estimate, (b) the amounts specified hereunder bear a reasonable proportion and are not plainly or grossly disproportionate to the probable loss likely to be incurred by Customer or Provider as the case may be and (c) the Parties are sophisticated business parties and have been represented by legal counsel and negotiated this Agreement at arm’s length. 14.14 No Agency. This Agreement is not intended, and shall not be construed, to create any association, joint venture, agency relationship or partnership between the Parties or to impose any such obligation or liability upon either Party. Neither Party shall have any right, power or authority to enter into any agreement or undertaking for, or act as or be an agent or representative of, or otherwise bind, the other Party. 36 14.15 No Public Utility. Nothing contained in this Agreement shall be construed as an intent by Provider to dedicate its property to public use or subject itself to regulation as a “public utility” (as defined in the California Public Utilities Code or any other Applicable Law). 14.16 No Recourse to Affiliates. This Agreement is solely and exclusively between the Parties, and any obligations created herein on the part of either Party shall be the obligations solely of such Party. 14.17 Cooperation with Financing. Customer acknowledges that Provider may be financing the Solar Services and the Storage Services and the System and Customer agrees that it shall reasonably cooperate with Provider and its financing parties in connection with such financing, including (a) the furnishing of information related to the System and this Agreement, and (b) the giving of a Financing Party acknowledgment in the form attached hereto as Exhibit B (each, a “Consent”); provided, that the foregoing undertaking shall not obligate Customer to materially change any rights or benefits, or materially increase any burdens, liabilities or obligations of Customer, under this Agreement except for providing notices and additional cure periods to a Financing Party with respect to events of default by Provider under this Agreement pursuant to the terms of the Consent. 14.18 Setoff. Except as otherwise set forth herein, each Party reserves to itself all rights, setoffs, counterclaims and other remedies and/or defenses to which it is or may be entitled, arising from or out of this Agreement. 14.19 Service Contract. The Parties intend this Agreement to be treated as a service contract within the meaning of Section 7701(e)(3) of the Code. 15. Confidential Information. 15.1 Each Party (the “Receiving Party”) shall not use for any purpose other than performing its obligations under this Agreement, or divulge, disclose, produce, publish, or permit access to, without the prior written consent of the other Party (the “Disclosing Party”), any Confidential Information of the Disclosing Party. As used herein, the term “Confidential Information” means information or materials prepared in connection with this Agreement, designs, drawings, specifications, techniques, models, data, documentation, source code, object code, diagrams, flow charts, research, development, processes, procedures, know-how, manufacturing, development or marketing techniques and materials, development or marketing timetables, strategies and development plans, 37 customer, supplier or personnel names and other information related to customers, suppliers or personnel, pricing policies and financial information, and other information of a similar nature, whether or not reduced to writing or other tangible form, and any other trade secrets. Confidential Information does not include (a) information known to the Receiving Party prior to obtaining the same from the Disclosing Party; (b) information in the public domain at the time of disclosure by the Receiving Party; or (c) information obtained by the Receiving Party from a third party who did not receive same, directly or indirectly, from the Disclosing Party. The Receiving Party shall use the higher of the standard of care that the Receiving Party uses to preserve its own Confidential Information or a reasonable standard of care to prevent unauthorized use or disclosure of such Confidential Information. Notwithstanding anything herein to the contrary, the Receiving Party has the right to disclose Confidential Information without the prior written consent of the Disclosing Party: (i) as required by any court or other Governmental Authority, or by any stock exchange on which the shares of any Party are listed, (ii) as otherwise required by law, (iii) as advisable or required in connection with any government or regulatory filings, including without limitation, filings with any regulating authorities covering the relevant financial markets, (iv) to its attorneys, accountants, financial advisors or other agents, in each case bound by confidentiality obligations, (v) to banks, investors and other financing sources and their advisors, in each case bound by confidentiality obligations; or (vi) in connection with an actual or prospective merger or acquisition or similar transaction where the party receiving the Confidential Information is bound by confidentiality obligations. If a Receiving Party believes that it will be compelled by the law or a court or other Governmental Authority to disclose Confidential Information of the Disclosing Party, it shall give the Disclosing Party prompt written notice, and in all cases not less than five (5) business days’ notice in advance of disclosure, so that the Disclosing Party may determine whether to take steps to oppose such disclosure. 16. Estoppel Certificate. Either Party hereto, without charge, at any time and from time to time, within twenty (20) 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 relevant person, firm or corporation specified by such requesting party: a) If true and correct, 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; b) 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 c) Such other information as may be reasonably requested by a Party hereto. 38 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. [THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK] [Signature Page to SPWR – Contra Costa County PPA] IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date set forth above. PROVIDER: SOLAR STAR CO CO 1, LLC By: SunPower AssetCo, LLC Its member By: Name: David McIlhenny Title: Vice President CUSTOMER: CONTRA COSTA COUNTY By: Name: Title: A-1 EXHIBIT A SYSTEM DESIGN AND CONSTRUCTION This Exhibit A sets forth the design, engineering and construction specifications for the System, as well as assumptions being made by the Provider regarding the existing condition at the Site, including but not limited to the building roof, building structure, ground conditions, electrical system including panels, inverter installation location, and security fencing. Capitalized terms used herein and not otherwise defined have the meaning given in the Agreement to which this exhibit is attached. 1. SYSTEM LOCATION AND DESCRIPTION: Descriptions of the site and system are located in Schedule A (Description of Site) and Schedule B (Description of System) of the Agreement. 2. PROJECT SCHEDULE: PORTFOLIO MILESTONES Tranche Contract Approval Date Commercial Operation Date 1000 Ward 1 6-18-2019 6/24/2020 30/40 Muir 1 6-18-2019 5/24/2020 597 Center 1 6-18-2019 6/13/2020 595 Center 2 6-18-2019 10/26/2020 50 Douglas 2 6-18-2019 9/22/2020 30 Douglas 2 6-18-2019 10/30/2020 2530 Arnold 3 6-18-2019 12/14/2020 4545 Delta Fair 3 6-18-2019 12/21/2020 4549 Delta Fair 3 6-18-2019 11/24/2020 1305 MacDonald 3 6-18-2019 12/21/2020 3. SCOPE OF WORK: System Design & Scope Design Documentation Provider shall provide comprehensive submittal packages for the 30% and 90% design sets as detailed below. Changes to 30% Customer approved drawings (scope lock) could result a change order. At a minimum, each submittal package shall include the elements required to convey in sufficient detail the following for each phase of the design: A-2 Submittal Requirement 30% Design Set 90% Design Set 1 Cover Sheet, with Content, Project Details, Directory, etc. X X 2 PV System Sizes & Production Estimates. X X 3 Overall Site Plan with PV Array Names, Conduit Routes, Tree/Light Removal, etc. X X 4 Electrical Site Plan Drawings & General Conduit Routing. X X 5 Electrical Single Line Diagrams. X X 6 Demolition Plans. X 7 Structural Drawings. X 8 Equipment Pad locations. X X 9 Mounting Details. X 10 Signage, Trenching, Installation, and Grounding Details. X 11 Monitoring System Details. X 13 Construction Schedule. Prelim Detailed 14 Manufacturer’s Cut Sheets with Equipment Specifications X 15 Civil Drawings (if applicable) X 16 Fire Access Plans X 17 Carport Lighting Plans X Production modeling of the PV system shall accurately simulate energy production for proposed system layouts, sizes, and orientation. Provider shall be responsible for updating the production models each time significant changes are made to the proposed system designs that will impact production. Solar Electrical Equipment and Conductors Conductors will be aluminum or copper according to Electrical Engineer of Record’s determination. AC feeder length from panel boards to equipment pad location and from equipment pad location to electrical tie-in is identified on the array layout drawings. AC feeder lengths from electrical equipment pad location to assumed point of interconnection, and length assumptions with equipment amperage ratings are shown on the single line drawing. Transformers are 480V:12kV, non-Dry-type by manufacturer of Provider’s choosing. Secondary containment is not included in the scope of the project. Battery Energy Storage System Requirements For sites with storage to be installed: A-3 • 13.5’ by 11’ minimum required area per storage unit. Area required includes storage unit, concrete pad, and clearance zone in front of units. • Storage unit must be located in an area free of combustible materials (nearby foliage and trees would need to be removed). • Storage unit must be separated from public foot traffic with a fence and must be separated from vehicle traffic with bollards. • Crane rental required to land up to 24,500 lb units. Location of units must accommodate both crane and semi-trailer truck access. • PVS5 DAS, Auxiliary Box, Energy Storage System, and all Accuvim meters (Site meter, PV output meter, and Storage meter) must all be located such that hardlined communication lines can connect these devices to the same Local Area Network. CAT5e/6 cable is preferred means of connection between all devices, which has a 330’ distance limit. Runs longer than 330’ will require additional equipment to accommodate. Utility Interconnection Coordination of shutdown may be required with Customer and local utility. Temporary power generators are excluded. Interconnection is scheduled for a minimum of 4 hours and is assumed to be performed during off-hours with prior written approval from Customer. Additional shutdowns will be required in order to assess physical condition of Customer’s switchgear. The utility will have 24/7 access to existing electric utility meters and the utility lockable disconnect locations for all electrical interconnections related to this project. Utility Requirements A cost of $172,012.58 is included for utility required electrical upgrades for the System at 30 Douglas Dr., Martinez, CA, as reflected in Pacific Gas & Electric’s Supplemental Review, Notification # 114209530; additional utility-required electrical equipment upgrades or replacements are not included. Any costs and / or schedule delays associated with unforeseen utility interconnection requirements, including but not limited to utility-owned equipment upgrades or additions, relay protection equipment external to the inverters, system impact studies, or telemetry requirements and interconnection studies are not included in this proposal. Facility Equipment Utility required circuit breaker coordination studies are not assumed for this project. A short-circuit coordination study is not included for this project. A-4 Solar system includes all standard interconnection related equipment on the Customer side of the meter, including panel circuit breakers, utility and/or visible utility lockable disconnect switches, solar metering, conduit, and wiring. Additional Customer-side protection required by the utilities above that provided by the certified inverters is not included. If harmonic data of the site is not available, Provider shall assume that the Harmonic data are within the acceptable limits of the Institute for Electrical and Electronics Engineers (IEEE) Standard 519. Soils and Structural Foundations Foundation assumptions are as follows for system options: • Drilled cast-in-place, 30” round caisson, 12’ Deep, approximately 2.5’ above grade, depending on existing topography. • Requirements for dewatering, sub grade rock removal, or other unforeseen conditions are not included. Canopy Structure Design Carport Canopies are at 10 degree tilt with 11 ft clear height. Roof Conditions Provider assumes no upgrading of the building structures or canopies will be required to support the added live and dead loads from the photovoltaic installation and rooftop equipment, or to resist added lateral or seismic loads. Modifications to the roof system and design and construction of supports, upgrades to the building structure or platforms are not included. Anchor and ballast counts are based on the wind load gradient method developed by Cermak Peterka Petersen, Inc, (CPP ) and SunPower, based on the CPP wind tunnel testing results presented in CPP’s report “CPP7979_SunPowerEWSystem_REP_SOL_R08” dated May 17th, 2018. Increased anchor and ballast counts resulting from other design methods will be the responsibility of the client. Site Name Anchor Count 30 Muir 71 595 center 27 50 Douglas 90 1000 Ward 170 597 Center 33 A-5 Provider is not responsible for normal wear and tear associated with the installation of the solar system. Provider reserves the right to inspect the roof to verify its condition. In addition, Provider may offer recommendations to the Customer on modifications to the roof system to improve its serviceability. Customer is responsible for any and all modifications to the roof system. Modifications of roof systems fall into four categories: • Modifications to improve roof condition / serviceability / useful life. • Modifications required by roofing manufacturer prior to installation of PV system on their roof system. (e.g. slip sheets, strapping, etc.) • Modifications required by Provider to make the roof a suitable substrate for the installation of PV. (e.g. air seals, batten bars, etc.) • 3rd party engineering and insurance company requirements. • Proposal assumes Customer-provided information accurately represents the existing site and roof conditions. This includes but is not limited to as-built drawings, roof reports, structural drawings, roof maintenance history, and roof warranty information. Failure to provide as-built drawings and structural drawings will cause schedule delay and added expense for acquisition of documentation through local authority having jurisdiction (“AHJ”). Provider is not responsible for additional costs or schedule delays. Drainage Special drainage requirements and/or drainage design and interconnection to Customer’s existing storm drain system or any other storm drain discharge system are not included. Carport designs do not include structural roof deck for storm water collection or protection. Permits Permit Provider Permit Customer Permit Cost Allocation Allotted Time following Application Building X Fire X Electrical X Conditional Use Permit NA Environmental Control NA Storm Water NA Soil Erosion and Sediment Control NA Environmental Impact Report (CEQA) NA Army Corps of Engineers NA Wetlands NA Water Quality NA Archeological NA A-6 Endangered Species NA Water Rights NA Mineral Rights NA Redevelopment Agency NA FAA Approvals NA Permit Allowance Schedule Site Allowance for Permit 1000 Ward St $3,000 30 Douglas Dr $10,000 50 Douglas Dr $5,000 30/40 Muir Dr $5,000 597 Center Ave $2,500 595 Center Ave $7,000 2530 Arnold Dr $6,000 4545 Delta Fair Blvd $5,000 4549 Delta Fair Blvd $2,500 1305 Macdonald $3,000 All other permits/approvals are excluded. Provider includes durations of 50 days for procuring permit and regulatory approvals (per project ). Provider will not be responsible for construction delays caused by permit and approval requirements from local jurisdictions or regulatory review bodies. Any delays in procuring permits will result in a day-for-day construction schedule extension. Shading The design is based on existing visual conditions on site. Removal of trees or other obstructions to install the solar arrays and system components is included as reflected in the Tier 1 array layouts. Trees and/or other obstructions identified for removal or trimming by Customer must be removed or trimmed prior to substantial completion or performance expectations/guarantees will require adjustment which will be handled as a change to the contract. At Substantial Completion an as-built shade study and performance simulation will be completed to ensure accuracy of initial shading assumptions. A-7 Painting Galvanization of canopy columns and primary beams only is included. All other metallic materials are either factory-finished or non-corrosive. Paiting of wall-mounted conduits is not included. Landscaping Site landscaping (e.g. plant restoration or long term weed abatement) is not included. Irrigation repair and reconfiguration caused by foundation or underground construction is not included. Fencing A 6-0’ galvanized, 9 gauge, 2” mesh fencing and chain link fence-with gate around perimeter electrical equipment pad locations is included. Special provisions for privacy slats, special hardware, lock sets, small fabric, etc. are not included. 4” bollards are included only in areas subject to vehicle impact. Additional bollards required by utility or other entities are excluded. Labor Project Labor Agreement Provider shall cause its project contractor to to enter into Customer’s project labor agreement among Customer, the project contractor, and all subcontrators thereof working on the project (the “PLA”). Overtime and special shift requirements Overtime and special shift requirements are not included, based on schedule submitted with this proposal, except for the interconnection work if shutdown is required. Project hours are based on Monday through Friday 7am – 5pm. Prevailing Wages Provider shall pay prevailing wages for the project per the PLA and industrial relations requirements of project location. Diversity Requirements Provider shall comply with Contra Costa County’s Construction Outreach Program. Indirect Construction Costs Taxes and fees A-8 Taxes or fees, other than permit fees and sales tax, are not included. Bonds Prior to the Effective Date of the Agreement to which this Exhibit A is attached, Provider shall deliver to Customer for approval good and sufficient bonds with sureties, in amounts specified in Section 12.5 (Limitation of Liability) of the Agreement guaranteeing its faithful performance of the Agreement and its payment for all labor and materials thereunder. Site & Construction Conditions Access Design assumes each project site will be constructed in a single phase, set up of construction fencing at beginning of mobilization and removed when construction is completed. Extra time and labor for moving fences to “phase” construction in efforts to minimize parking impacts will have impacts in cost and schedule and will be calculated as a change order. Customer will provide Site access to Provider to perform all work pursuant to the License granted in the Agreement. Provider will perform all work during regular business hours according to the PLA. Extra time or personnel constraints due to site security beyond daily signing in by workers on a sign in sheet i.e. badging, background checks, tool inventory checks, etc.—is not included. Provider will be provided a sufficient area for staging materials and locating temporary facilities such as cranes, fork lifts, scaffolding, stairtowers, construction trailers, portable toilets and dumpsters. Existing roads will be capable of handling all required construction equipment such as drilling rigs, concrete trucks, delivery trucks, cranes, and all other equipment necessary to complete the work. Provider will not be responsible for any damage to existing roads, parking lots or playgrounds resulting from normal construction operations and activities. Use of Facilities On-site water and power will be available for construction with no restrictions and at no charge to Provider. If a Customer initiated power shut down has duration over 4 hours and effects normal construction operations, Provider can rent and install a temporary generator and submit associated costs to Customer for reimbursement. Water quality shall be sufficient for use in dust control, as necessary, and be suitable for Provider’s standard concrete mix design. Special handling of site materials Testing for removal and disposal of any existing hazardous waste materials, contaminated soils, or any other unforeseen site conditions that require special handling are not included. Site utilities and hazards A-9 Changes resulting from utilities, right of ways, easements, and/or hazards—underground or above ground—or any undocumented building upgrades are not included. Documented utilities and building upgrades are considered as part of this proposal if as- builts are provided to Provider prior to contract execution in order to confirm locations of these possible hazards. Customers shall supply Provider with a current Title Report with plotted easements, encumbrances, and rights-of-way at all project site locations. Security and Lighting Proposal assumes all parking lot light standards in direct conflict with installation of photovoltaic parking canopies will be removed by Provider. Proposal also assumes that the existing lighting circuits, for those removed parking lot light standards, can be re-used for photovoltaic parking canopies lighting system and that those existing circuits have ample current carrying capacity to provide required lighting at parking canopies, per jurisdictional code requirements. PV canopies located in areas where no exsisting lights are present will not include lighting unless the Customer requests this for an additional cost. Temporary lighting during construction is excluded. New lighting circuit installation is excluded from this proposal as well as any required timing circuit reconfiguration, lighting controllers, relays, or new panel boards. Lighting design and/or installation beyond the footprint of the photovoltaic parking canopies is not included in this proposal. Replacement of existing light standards is not included. Proposal includes LED fixtures for lighting under structures. Additional security systems or infrastructure are not included in this proposal Special Conditions Proposal assumes modifications and/or reconfiguration of the existing parking lots will not be required to accommodate installation of Provider’s photovoltaic parking canopy. Assumes existing islands in parking lot to remain at area of new carport structure. Proposal excludes any re-striping of the parking lot/hard-court areas, unless specifically related to the construction of the photovoltaic parking canopies, or specifically described in the RFP. While special care will be taken to locate existing underground utilities (underground survey) and locate carport structures with minimum conflicts, relocation of existing underground utilities due to carport foundations is not included. Proposal excludes requirements for accessibility upgrades and accessibility design around the photovoltaic parking canopy structures and assumes that current parking lot layout has been reviewed and approved by AHJ and built and closed at the AHJ. If the architect of record recommends addition of new accessible parking stalls under the solar canopies, grade change to meet code, changed path of travel and/or new canopies over existing accessible stalls, design and construction costs will be addressed via Change Order. A-10 Proposal excludes design or installation of any required additional fire hydrants or fire protection apparatuses as required by local first responders or Fire, Life/Safety professionals responsible for review and approval of the design for this project. Architectural enhancements to the photovoltaic parking canopy structures or ground and roof arrays and mounting systems are not included. At the detention center located at 1000 Ward in Martinez, the project estimate is based on utilizing exsisting conduit and equipment from the previous pv installation. The ability utilize existing conduit will be verified during the design phase. Testing and Inspections Provider assumes all Special Inspections/Testing shall be paid for and contracted by the Customer. Weather conditions Provider assumes standard weather patterns and site conditions for planning the project schedule. Instances of excessive climate, weather (greater than the most adverse conditions in the last 3 years) or natural disasters may result in delays and/or unplanned costs (i.e. additional labor, shipping, storage, and logistics costs) which will be the responsibility of the Customer. Commissioning, Monitoring, Operations & Maintenance Commissioning Proposal assumes commissioning requirements for this project is only for the Photovoltaic and energy storage systems. Proposal does not include other building system commissioning costs not related to our work (i.e. HVAC, Plumbing, Fire Alarm, etc.). EXHIBIT B FORM OF FINANCING PARTY ACKNOWLEDGMENT [This Form of Consent contemplates a Sale-Leaseback of the System between the Provider and Provider’s Lender and Provider’s eventual lender may request changes] This CONSENT AND AGREEMENT (this “Consent”) dated as of [], 201 is entered into among (i) Contra Costa County, a political subdivision of the State of California (the “Customer”), (ii) Solar Star Co Co 1, LLC, a limited liability company duly organized and existing under the laws of the State of Delaware (the “Provider”), and (iii) [],a [] duly organized and existing under the laws of the State of [] (together, with its successors in such capacity, the “System Lessor”). WHEREAS, the Provider intends to develop, install, own, operate and maintain a [________] MW [ground-mounted/rooftop] photovoltaic solar electric generating facility to be located in [________] (the “Project”); WHEREAS, the Provider and the Customer entered into that certain Power Purchase & Storage Services Agreement, dated as of [], 2019 (as amended, amended and restated, modified or supplemented from time to time, the “Assigned Agreement”);1 WHEREAS, the Project will be sold by the Provider to the System Lessor pursuant to that certain Participation Agreement (as amended, the “Participation Agreement”) dated as of the date hereof, among the Provider, the System Lessor, [], not in its individual capacity but as owner trustee, and [] (“Owner Participant”); WHEREAS, the System Lessor will lease the Project back to the Provider pursuant to that certain Lease Agreement, a related Project Schedule and a Certificate of Acceptance (as amended, the “Lease Agreement”) dated as of the date hereof, between the System Lessor and the Provider; WHEREAS, the Provider will grant the System Lessor a first priority security interest in and to all of the Provider’s assets, including the Assigned Agreement, pursuant to a security agreement in form and substance acceptable to the System Lessor (as amended, amended and restated, modified or supplemented from time to time, the “Security Agreement”); and WHEREAS, it is a condition precedent to the Owner Participant’s obligation to make its investment in the System Lessor and for the System Lessor to acquire the Project under the Participation Agreement and lease the Project to the Provider under the Lease Agreement that the Customer execute and deliver this Consent. NOW, THEREFORE, as an inducement to the Owner Participant to make its investment in the System Lessor and for the System Lessor to acquire the Project under the Participation Agreement and lease the Project to the Provider under the Lease Agreement, and in consideration 1 NTD: Can be expanded to include any additional agreements to which the Customer is a party. of good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, the parties hereto hereby agree as follows: 1. CONSENT TO ASSIGNMENT, ETC. (a) Consent to Assignment. The Customer (i) acknowledges that the Provider and the System Lessor have entered into the Participation Agreement and the Owner Participant’s obligation to make its investment in the System Lessor and for the System Lessor to acquire the Project under the Participation Agreement and lease the Project to the Provider under the Lease Agreement will be made in reliance upon the execution and delivery by the Customer of the Assigned Agreement and this Consent, (ii) consents in all respects to the pledge and assignment to the System Lessor of all of the Provider’s right, title and interest in, to and under the Assigned Agreement pursuant to the Security Agreement, and (iii) acknowledges the right, but not the obligation, of the System Lessor or the System Lessor’s designee, in the exercise of the System Lessor’s rights and remedies under the Lease Agreement, the Security Agreement, and related documents to make all demands, give all notices, take all actions and exercise all rights of the Provider in accordance with the Assigned Agreement, and agrees that in such event the Customer shall continue to perform its obligations under the Assigned Agreement; provided that in the event, with respect to the Assigned Agreement, there exists a conflict between any notice given or action taken by the System Lessor and any notice given or action taken by the Provider, such conflict shall be resolved in favor of the notice given or the action taken by the System Lessor. (b) Substitute Owner. The Customer agrees that, if the System Lessor notifies the Customer that an event of default under the Lease Agreement has occurred and is continuing and that the System Lessor has exercised its rights (i) to have itself or its designee substituted for the Provider under the Assigned Agreement, (ii) to acquire or have its designee or assignee acquire the Provider, or (iii) to sell, assign, transfer or otherwise dispose of the Assigned Agreement to a third party, including in a judicial or non-judicial foreclosure sale, then the System Lessor, the System Lessor’s designee or such third party (each, a “Substitute Owner”) shall be substituted for the Provider under the Assigned Agreement and, in such event, the Customer will (x) recognize the Substitute Owner as its counterparty to the Assigned Agreement, (y) take any actions and execute any documents, agreements or instruments reasonably necessary to effect such substitution, and (z) continue to perform its obligations under the Assigned Agreement in favor of the Substitute Owner pursuant to the terms hereof and thereof. (c) Right to Cure. (i) Notwithstanding anything to the contrary contained in the Assigned Agreement, the Customer shall not exercise any right it may have under the Assigned Agreement, at law or in equity, to cancel, suspend or terminate the Assigned Agreement or any of its obligations under the Assigned Agreement, as the result of any default or other action or omission of the Provider in the performance of any of its obligations under the Assigned Agreement, or upon the occurrence or non-occurrence of any event or condition under the Assigned Agreement that would immediately or with the passage of any applicable grace period or the giving of notice, or both, enable the Customer to terminate or suspend its obligations or exercise any other right or remedy under the Assigned Agreement or under applicable law (hereinafter an “Assigned Agreement Default”), until it first gives prompt written notice of such Assigned Agreement Default to the System Lessor and the Owner Participant and affords the System Lessor and the System Lessor’s respective successor, assignee and/or designee a period of at least ninety (90) days (or, if such default is a payment default, forty-five (45) days) to cure such default, commencing from the later to occur of (x) the System Lessor’s and the Owner Participant’s receipt of such notice, and (y) the expiration of any notice periods or cure periods provided for in the Assigned Agreement; provided, however, that if (1) an event of default under the Lease Agreement has occurred and is continuing, the System Lessor has exercised its rights to foreclose on the Project as a result thereof and possession of the Project is necessary to cure any such non-monetary default, then, so long as the System Lessor or the System Lessor’s respective successor, assignee and/or designee is diligently pursuing such foreclosure proceedings, the time periods specified in this Section 1(c) for curing an Assigned Agreement Default shall be extended for the time taken to complete foreclosure proceedings, and (2) any such party is prohibited from curing any such Assigned Agreement Default by any process, stay or injunction issued by any governmental authority or pursuant to any bankruptcy or insolvency proceeding involving the Provider, then the time periods specified in this Section 1(c) for curing an Assigned Agreement Default shall be extended for the period of such prohibition. (ii) No such cancellation, suspension or termination of the Assigned Agreement by the Customer shall be binding upon the System Lessor without the notice and extended cure period specified in this Section 1(c). Any dispute that may arise under the Assigned Agreement notwithstanding, the Customer shall continue performance under the Assigned Agreement and resolve any dispute without discontinuing such performance until the lapse of the notice and extended cure period specified in this Section 1(c). (d) No Termination, Assignment or Material Amendments. The Customer shall not enter into any consensual cancellation or termination of the Assigned Agreement (except with respect to termination in the event of a default by the Provider, subject to the limitations and extended cure periods provided for in Section 1(c)), or assign, novate or otherwise transfer any of its right, title or interest thereunder or consent to any such assignment or transfer by the Provider without, in each such case, the written consent of the System Lessor. The Customer shall not enter into or agree to any amendment, supplement, assignment or other modification to, or benefit from any waiver under, the Assigned Agreement without the prior written consent of the System Lessor. (e) Replacement Agreement. In the event that the Assigned Agreement is rejected or otherwise terminated as a result of any bankruptcy or insolvency proceeding affecting the Provider, the Customer shall, at the option of the System Lessor or the System Lessor’s respective successor, assignee and/or designee, enter into a new agreement with the System Lessor or any Substitute Owner (or its transferee or other nominee that owns or leases the Project) having terms substantially the same as the terms of the Assigned Agreement. Thereafter, references in this Consent to the “Assigned Agreement” shall be deemed to refer to such new agreement. (f) No Liability. The Customer acknowledges and agrees that none of the System Lessor, or the System Lessor’s respective successor, assignee and/or designee or the Owner Participant shall have any liability or obligation under the Assigned Agreement as a result of this Consent, the Security Agreement, the Lease Agreement or otherwise, nor shall the System Lessor or the System Lessor’s respective successor, assignee and/or designee be obligated or required to (i) perform any of the Provider’s obligations under the Assigned Agreement, except, in the case of the System Lessor or the System Lessor’s respective successor, assignee and/or designee, during any period in which the System Lessor or the System Lessor’s respective successor, assignee and/or designee is a Substitute Owner pursuant to Section 1(b), in which case the System Lessor or other Substitute Owner shall not be liable for acts or omissions of the Provider and the obligations of such Substitute Owner shall otherwise be no more than those of the Provider under the Assigned Agreement, or (ii) take any action to collect or enforce any claim for payment assigned under the Security Agreement or any related document. (g) Delivery of Notices. The Customer shall deliver to the System Lessor and the Owner Participant, concurrently with the delivery thereof to the Provider, a copy of each notice, request or demand given by the Customer pursuant to the Assigned Agreement. (h) Acknowledgements. The Customer agrees to execute such acknowledgements or other similar instruments as the System Lessor may reasonably request in connection with the transactions contemplated by this Consent. 2. PAYMENTS UNDER THE ASSIGNED AGREEMENT (a) Payments. The Customer will pay all amounts payable by it under the Assigned Agreement, if any, in lawful money of the United States of America, in immediately available funds and in the manner required by, and subject to the terms and conditions of, the Assigned Agreement, directly into the account specified on Exhibit A hereto, or to such other person or account as may be specified from time to time by the System Lessor to the Customer in writing. (b) No Offset, etc. All payments required to be made by the Customer under the Assigned Agreement shall be made without any offset, recoupment, abatement, withholding, reduction or defense whatsoever. 3. REPRESENTATIONS AND WARRANTIES OF THE CUSTOMER The Customer makes the following representations and warranties to the System Lessor, the Provider and the Owner Participant as of the date hereof, which shall survive the execution and delivery of this Consent and the Assigned Agreement and the consummation of the transactions contemplated hereby and thereby: (a) Organization; Power and Authority. The Customer is a political subdivision of the State of California, and is duly qualified, authorized to do business and in good standing in all jurisdictions where it is required to be so qualified and authorized to do business, and has all requisite power and authority to enter into and to perform its obligations under this Consent and the Assigned Agreement, and to carry out the terms hereof and thereof and the transactions contemplated hereby and thereby. (b) Authorization. The execution, delivery and performance by the Customer of this Consent and the Assigned Agreement have been duly authorized by all necessary action on the part of the Customer and do not require any approval or consent of any holder (or any trustee for any holder) of any indebtedness or other obligation of (i) the Customer, or (ii) any other person or entity, except approvals or consents which have previously been obtained. (c) Execution and Delivery; Binding Agreements. Each of this Consent and the Assigned Agreement is in full force and effect, has been duly executed and delivered on behalf of the Customer and constitutes the legal, valid and binding obligation of the Customer, enforceable against the Customer in accordance with its terms except as the enforceability hereof or thereof may be limited by (i) bankruptcy, insolvency, reorganization, or other similar laws affecting the enforcement of creditors’ rights generally, and (ii) general equitable principles (whether considered in a proceeding in equity or at law). (d) Litigation. There is no legislation, litigation, action, suit, proceeding or investigation pending or (to the best of the Customer’s knowledge after due inquiry) threatened against the Customer before or by any court, administrative agency, arbitrator or governmental authority, body or agency which, if adversely determined, individually or in the aggregate, (i) could adversely affect the performance by the Customer of its obligations under this Consent or the Assigned Agreement, or that could modify or otherwise adversely affect the Approvals (as defined in Section 3(f)), (ii) questions the validity, binding effect or enforceability of this Consent or the Assigned Agreement, any action taken or to be taken pursuant hereto or thereto or any of the transactions contemplated hereby or thereby, or (iii) could have a material adverse effect upon (x) the value, validity, perfection or enforceability of the liens granted to the System Lessor under the Security Agreement and other security documents, or (y) the ability of the System Lessor to enforce any of its rights and remedies under the Assigned Agreement or this Consent. (e) No Conflict. The execution and delivery of this Consent and the Assigned Agreement and the performance by the Customer under this Consent and the Assigned Agreement will not violate, result in a breach of, default under or conflict with (i) any law, rule, regulation, order, permit or decree applicable to the Customer, (ii) its organizational documents, or (iii) the terms of any other agreement binding on the Customer. (f) Government Consent. No consent, order, authorization, waiver, approval or any other action, or registration, declaration or filing with, any person, board or body, public or private (collectively, the “Approvals”), is required to be obtained by the Customer in connection with the execution, delivery or performance of this Consent, the Assigned Agreement or the consummation of the transactions contemplated hereunder and thereunder, except any Approvals which have previously been obtained. (g) No Default or Amendment. Neither the Customer nor, to the Customer’s knowledge after due inquiry, the Provider or any other party to the Assigned Agreement is in default of any of its obligations thereunder (or has claimed force majeure, emergency, or any other excuse for performance thereunder which is still ongoing as of the date hereof). The Customer has no existing counterclaims, offsets, defenses, or claims for change orders against the Provider under the Assigned Agreement. To the Customer’s knowledge, no event or condition exists that would either immediately or with the passage of any applicable grace period or giving of notice, or both, enable either the Customer or the Provider to terminate or suspend its obligations (or the performance of such obligations) under the Assigned Agreement. The Assigned Agreement has not been amended, modified or supplemented in any manner other than as indicated above. (h) No Previous Assignments. The Customer has no notice of, and has not consented to, any previous assignment of all or any part of its right, title or interest in, to or under the Assigned Agreement. (i) [Purchase Option. The Customer has not taken any official action requiring or authorizing the exercise of any purchase option available to it under the Assigned Agreement, has not decided whether or not it will exercise any such purchase option, and is under no legal or economic compulsion to exercise any such purchase option; provided, however, nothing herein shall prohibit the Customer from exercising any purchase option under the Assigned Agreement when it becomes exercisable in accordance with its term and such exercise shall not be deemed to be a breach of this representation and warranty.] (j) Liens; Mortgages. The Customer has no knowledge of any existing lease, mortgage, security interest or other interest in or lien upon the [Premises], which could attach to the Project as an interest adverse to the System Lessor’s interest therein. Representations and Warranties. All representations, warranties and other statements made by the Customer in the Assigned Agreement were true and correct in all material respects as of the date when made and, except for those that by their terms speak as of a specific date, are true and correct in all material respects as of the date hereof. 4. ADDITIONAL PROVISIONS 2 (a) [Commercial Operation Date. The Commercial Operation Date is _____________. (b) Use of Electricity. None of the electricity to be sold under the Assigned Agreement will be used to generate energy for the purpose of heating a swimming pool. (c) Project. The Customer has approved the Project as installed at the [Premises]. (d) Access Rights. The System Lessor and the System Lessor’s respective successors, assignees and/or designees shall have the same rights as the Provider to access the Project in order to install, operate, maintain and remove the Project as the right accorded to the System Lessor under the Lease Agreement and the Security Agreement. (e) Notice of Ownership. The Customer will use commercially reasonable efforts to place its successors, assigns and lien holders on notice of the ownership of the Project by the Provider or the System Lessor, the existence of the security interest, and the fact that the Project is not part of the [Premises] or a fixture thereof, as necessary and appropriate to avoid confusion or adverse claims. (f) Amendments. The Customer acknowledges that, under the Provider’s financing arrangements, the Provider is not permitted to agree to an amendment or assignment of the Assigned Agreement without prior written consent of the System Lessor.] 2 NTD: Additional provisions to be added to address specific matters contained in the PPA. 5. MISCELLANEOUS (a) Applicable Law; [Submission to Jurisdiction]. THIS CONSENT, AND ANY INSTRUMENT OR AGREEMENT REQUIRED HEREUNDER (TO THE EXTENT NOT EXPRESSLY PROVIDED FOR THEREIN), SHALL BE GOVERNED BY, AND CONSTRUED UNDER, THE LAWS OF THE STATE OF CALIFORNIA, APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN SUCH STATE AND WITHOUT REFERENCE TO CONFLICTS OF LAWS. (b) [Reserved.] (c) Notices. All notices and other communications hereunder (i) shall be in writing, (ii) shall be effective upon actual receipt thereof by the party or parties to whom such notice is addressed, except that any communication or notice so transmitted by telecopy or electronic mail shall be deemed to have been validly and effectively given on the day (if a business day and, if not, on the next following business day) on which it is transmitted if transmitted during normal business hours of the recipient, and if transmitted after that time, on the next following business day, in each case as evidenced by transmittal confirmation received by the transmitter, (iii) shall be delivered by hand or overnight courier service or mailed by certified or registered mail, sent by facsimile or via electronic mail, and (iv) shall be directed as follows: If to the Customer: [________] [________] [________] Attention: [________] Telephone: [________] Facsimile: [________] Email: [________] If to the Provider: [●] If to the System Lessor: [●] The above parties may, by notice given hereunder, designate any further or different addresses to which subsequent notices or other communications shall be sent. (d) Amendment, Waiver. Neither this Consent nor any of the terms hereof may be terminated, amended, supplemented, waived or modified except by an instrument in writing signed by the Customer, the Provider and the System Lessor. (e) Third Party Beneficiary. The Owner Participant shall be an express third-party beneficiary of this Consent. The Owner Participant shall be entitled to enforce the rights of the System Lessor hereunder. (f) No Waiver; Remedies Cumulative. The waiver of any right, breach or default under this Consent by any party must be made specifically and in writing. No failure or delay on the part of the System Lessor in exercising any right, power or privilege hereunder and no course of dealing between the Customer and the System Lessor shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other exercise, or the further exercise, of any other right, power or privilege hereunder. No notice to or demand upon any party will entitle such party to any further, subsequent or other notice or demand in similar or any other circumstances. The rights and remedies herein expressly provided are cumulative and not exclusive of any rights or remedies that the System Lessor would otherwise have. (g) Counterparts. This Consent may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered, including by e-mail or other electronic transmission, shall be deemed an original, but all of which shall together constitute one and the same instrument. (h) Headings Descriptive. The headings of the several sections and subsections of this Consent are inserted for convenience only and shall not in any way affect the meaning or construction of any provision of this Consent. (i) Severability. In case any provision in or obligation under this Consent shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. (j) Successors and Assigns. This Consent shall be binding upon the parties hereto and their permitted successors and assigns and shall inure to the benefit of the parties, their designees and their respective permitted successors and assigns; provided, however, that no party or its respective successor or assign shall assign any of its interest in this Consent except in connection with an assignment of its interests in the Assigned Agreement and then only to the same person(s) or entity(ies) to which its interest in the Assigned Agreement is so assigned. (k) Survival. All agreements, statements, representations and warranties made by the Customer herein shall be considered to have been relied upon by the System Lessor and the Owner Participant and shall survive the execution and delivery of this Consent. (l) Conflicts. In the event of a conflict between any provision of this Consent and any provision of the Assigned Agreement, the provisions of this Consent shall prevail. (m) Further Assurances. Each party hereto hereby agrees to execute and deliver all such instruments and take all such action as may be necessary to effectuate fully the purposes of this Consent. [SIGNATURE PAGES FOLLOW] Signature Page to Consent IN WITNESS WHEREOF, the parties hereto have caused this Consent to be executed by their respective officers as of the date first above written. [________] as the Customer By: ____________________________________ Name: Title: [________] as the Provider By: ____________________________________ Name: Title: [●], as the System Lessor By: ____________________________________ Name: Title: Signature Page to Consent Exhibit A to Consent Payment Instructions Accounts Bank ABA Number [________]3 Account Number [________] Account Name [________]] Reference [________] 3 Account information to be confirmed and included. Appendix A to Guarantee EXHIBIT C PV SYSTEM PERFORMANCE GUARANTEE (the “Guarantee”) ARTICLE I. ADDITIONAL DEFINED TERMS Actual Generation means, for each Guarantee Year during the Term and with respect to the System, the System’s alternating current or “AC” electricity production in kilowatt- hours (“kWh”) as measured under Section 3.02. Annual Deficit has the meaning set forth in Section 3.01. Annual System Performance Report means the report that summarizes annual system performance in kWh and includes calculations for Weather Adjustment and True-up Period calculations. Avoided Energy Price per kWh means the amount that the Customer will be paid by Provider for each Kilowatt-hour as set out in Appendix B (Avoided Energy Price) of this Guarantee. Data Acquisition System or DAS means Provider’s system that displays historical meteorological and production data over an Internet connection and consists of hardware located on-Site and software housed on Provider’s DAS server. The DAS measures and logs, at a minimum, the following parameters on a 15-minute average basis at the Site: actual AC electricity production of the System (in kWh) and solar irradiance (in W/m2). Expected Energy means, for the System in a specified Guarantee Year, the kilowatt hours for the System set forth on Appendix A (Expected Energy) of this Guarantee. Excused Performance Event means: • Force Majeure Event; • Impingements on solar access by structures or activities on neighboring sites or by facilities that are beyond the control of either Party; • Externally caused outages, including: o Warranty Exclusions: hours during any period when the System or any portion thereof is off-line due to an event that would constitute an exclusion under any applicable manufacturer’s, System, workmanship or other applicable warranty. o Network Disturbance Hours: hours during any period when a fluctuation in the utility network parameters (e.g., a frequency or voltage variation) result in the disconnection of the inverters or the System from the utility network and prevented energy from being evacuated from the System. o Network Outage Hours: hours during any period when a failure in the distribution network or in the connection infrastructure prevented energy from being evacuated from the System. Exhibit C (Performance Guarantee) o Third-Party Equipment Servicing Hours: equipment or System outage hours during any period that result from service issues related to non-Provider equipment or delays in procuring non-Provider replacement parts. o Customer-Caused Hours: hours during any period when the equipment or the System is off-line due to Customer-required outages or Customer-caused delays in Site access. o Major Maintenance Hours: hours during any period when the equipment or the System is off-line due to Customer-required major maintenance work. Guaranteed Level means 90% of the Expected Energy for a Guarantee Year for the System. Guarantee Year means each successive 12-month period during the Term commencing on the Commercial Operation Date. PVSim means the software program utilized by Provider to predict the amount of energy that the System will produce in an average year which has the following characteristics: (1) based on PVFORM, the photovoltaic simulation software produced by Sandia National Laboratories and the US Department of Energy, (2) all photovoltaic characteristics are modeled, (3) all ancillary array losses are taken into account and (4) PVSim simulations use either measured data or typical meteorological year files from Meteonorm and NREL. SEMMY or “Simulated Energy in a Measured Meteorological Year”, means, with respect to any Guarantee Year, Year 1 AC Energy output of the System simulated by PVSim using measured average hourly irradiance, wind speed, and air temperature as recorded by the Data Acquisition System, holding all other inputs equal to those used in calculating SETMY. SETMY or “Simulated Energy for a Typical Meteorological Year”, means the Year 1 AC Energy output of the System simulated by PVSim using average hourly irradiance, wind speed, and air temperature data contained within the Weather File. True-up Period means each successive one (5)-year period during the Term commencing on the first day of the Term. Weather Adjustment means the ratio described in Section 3.01. Weather File means the typical meteorological year data set specified for the System set forth on Appendix C (Weather File) of this Guarantee. ARTICLE II. PERFORMANCE GUARANTEE CONSIDERATION Section 2.01 Consideration The Parties agree that the consideration set forth in Section 5.1 of the Agreement includes adequate consideration for the terms, conditions and provisions of this Guarantee. Exhibit C (Performance Guarantee) ARTICLE III. PERFORMANCE GUARANTEE Provider guarantees to Customer that the Actual Generation of the System during any Guarantee Year, subject to the limitations, terms and conditions stated in this Guarantee shall not be less than the Guaranteed Level. Section 3.01 Guaranteed Output Calculations. Provider shall calculate the Annual Deficit for the System for each Guarantee Year during the Term: (a) Annual Deficit = (Expected Energy x Guaranteed Level) x Weather Adjustment – Actual Generation Where the Weather Adjustment ratio is as follows: Simulated Energy in a Measured Meteorological Year (SEMMY) Simulated Energy for a Typical Meteorological Year (SETMY) For each Guarantee Year, within thirty (30) days after the end of such Guarantee Year, Provider shall calculate the Annual Deficit for the System. Customer has the right to access all data and information supporting Provider’s calculation of the Annual Deficit. (b) Guarantee Payment Reimbursement. At the end of each True-up Period: (i) if the sum of Annual Deficits > 0, then Provider shall pay to Customer an amount equal to the cumulative product of (y) the Annual Deficits and (z) the Avoided Energy Price per kWh (a “Guarantee Payment”); (ii) Provider shall promptly notify Customer of any Guarantee Payment due. Provider shall make Guarantee Payments within thirty (30) days of the date of the notice provided in the first sentence of this paragraph. Section 3.02 Actual Generation Measurement. Provider shall measure Actual Generation for the System for each Guarantee Year as follows: (a) Initial Output Data Collection. During the Term, Provider will collect energy output data using its Data Acquisition System. For each Guarantee Year, Provider will sum the daily kWh output for the System provided by the DAS to calculate the Actual Generation for the System for such Guarantee Year. (b) Equipment Calibration and Replacement. Provider may request to have the meteorological equipment independently calibrated or replaced at its own expense every eighteen (18) to thirty (30) months. Provider shall notify the Customer of the scheduled calibration date and time no less than 30 days prior, and shall provide the Customer written proof of calibration or replacement. (c) Contingency for Equipment Failure. In the event of hardware, communication, or other failure affecting the DAS, Provider will make commercially-reasonable efforts to resolve the failure in a timely manner. Exhibit C (Performance Guarantee) In the event that data is lost, Actual Generation for each affected System shall be adjusted to compensate for such lost data as follows: (i) In lieu of lost meteorological data, Provider will utilize such data obtained from a nearby meteorological station that Provider monitors and selects for such purpose. (ii) In lieu of lost electricity data, Provider will utilize the cumulative data from System meter readings to calculate the electricity generated by each affected System during the missing interval. In the event that data from the System meter is inaccurate or missing, Provider will simulate electricity production during the missing interval utilizing measured meteorological data and PVSim. The simulated electricity production during the missing interval will be added to the Actual Generation for each affected System for the subject Guarantee Year. ARTICLE IV. CUSTOMER RESPONSIBILITIES Section 4.01 Customer’s Failure to Uphold Responsibilities. Provider shall promptly notify Customer of any breach (“Out of Compliance Letter”) of (i) Customer’s obligation to pay Provider for the Solar Services and Storage Services pursuant to the Agreement and (ii) any Customer obligations pursuant to the Agreement that directly (A) hinder the amount of Energy or the Storage Services delivered by the System or (B) degrade the functionality of the System. Upon Customer’s cure of all failures described in an Out of Compliance Letter, Provider will notify Customer (“In Compliance Letter”) that Customer is complying with Customer’s Responsibilities. For any period between the issuance of an Out of Compliance Letter and of an In Compliance Letter (a “Noncompliance Period”), to the extent that Customer’s non-compliance actually impacts the Actual Generation of the System, any Actual Generation from such affected Systems in such month(s) shall be disregarded in the calculation of Annual Deficits for such Systems under Section 3.01, and the Expected Energy for any affected System in any Guarantee Year in which there is a Noncompliance Period shall be reduced by a proportionate amount. ARTICLE V. EXPECTED ENERGY ADJUSTMENT Section 5.01 Adjustment of Expected Energy. If, and to the extent, any of the following events results in a change in the production of electricity by the System, Expected Energy for that System shall be adjusted correlatively for the period of such change: (a) Subject to Provider’s obligations under any warranty it provides in connection with the Systems (including any Provider obligation, with respect to the System, in connection with any requirements under the California Solar Initiative program), a material portion of the components of the System fails, and the manufacturer of such component(s) refuses, or otherwise fails to honor its corresponding warranty; (b) Customer fails to perform any of its obligations under the PPA – such as obligations related to maintaining the System’s interconnection to the local Exhibit C (Performance Guarantee) utility grid or limiting outages (as defined in the Agreement) – and such failure reduces the amount of electricity that the System can generate or deliver. (c) There is any failure of the System to perform caused by legislative, administrative or executive action, regulation, order or requisition of any federal, state or local government, local utility or public utilities commission; (d) There is an Excused Performance Event; or (e) Adjustment to the Expected Energy, or a reduction in the amount of Energy that Provider is obligated to deliver, is permitted or required under the Agreement. Section 5.02 Notification of Changes to Expected Energy. If Provider determines that any changes to Expected Energy for the System are required based on an event or events described in Section 5.01, then Provider shall notify the Customer, in writing, of the basis for its determination, and Provider shall either provide revised definitions of Expected Energy in exhibits that, upon mutual agreement of the Parties, which shall not be unreasonably denied or delayed, shall replace the current exhibits to this Guarantee, or specify a date by which it shall do so. Appendix A to Guarantee Appendix A – Expected Energy Guarantee Year Expected Annual kWh 1 579,109 2 577,662 3 576,218 4 574,777 5 573,340 6 571,907 7 570,477 8 569,051 9 567,628 10 566,209 11 564,793 12 563,382 13 561,973 14 560,568 15 559,167 16 557,769 17 556,374 18 554,983 19 553,596 20 552,212 21 550,831 22 549,454 23 548,081 24 546,711 25 545,344 Total 14,051,615 Appendix B to Guarantee Appendix B – Avoided Energy Price Guarantee Year Avoided Energy Price per kWh 1 $0.0048 2 $0.0049 3 $0.0051 4 $0.0052 5 $0.0054 6 $0.0056 7 $0.0057 8 $0.0059 9 $0.0061 10 $0.0063 11 $0.0065 12 $0.0066 13 $0.0068 14 $0.0070 15 $0.0073 16 $0.0075 17 $0.0077 18 $0.0079 19 $0.0082 20 $0.0084 21 $0.0087 22 $0.0089 23 $0.0092 24 $0.0095 25 $0.0098 Appendix C to Guarantee Appendix C – Weather File SolarAnywhereTGY2016_(10km)_37.95_-122.15 Schedule A DESCRIPTION OF SITE Facility System Size (kW DC) Product Type Module qty & type - SunPower Inverters- qty & type-Delta Battery – Lockheed Martin Energy 595 Center Ave, Martinez, CA 94553 291.40 60.48 351.88 Carport – Helix 1.5 Rooftop– Helix Dual Tilt (620) SPR- X21-470- COM / (168) SPR- X22-360- COM (2) M80U_121 (2) M60U_121 (1) M42U_121 Gridstar Lithium ESU-500 kW Schedule B DESCRIPTION OF SYSTEM  PV System Array Layouts and Electrical Single Line Diagrams ;/EsZdZRRR;;;;;ϭϳϰΖͲϵΗϰϴϬsWK/EdK&/EdZKEEd/KE;/E^/>dZ/>ZKKDͿ^^Θh>>Kd/KE;DKhEdKhd^/ͿϭϮZϭR;ϭϬϱΖͲϭ ϭ ΗddZz>Kd/KEϱϬϮϱϵϲ͕Zs<^>͗ϭZZz>zKhdϭͬϯϮΗсϭΖͲϬΗ^,d+$5%285:$<6287+5,&+021'&$86$  Zs^/'Eη^Z/Wd/KEd  WZK:dKWWKZdhE/dzZs/^/KE^E'/EZΖ^^dDWϭΗϬϭϮΗ/&Z/^EKdKE/E,͕Zt/E'/^EKddK^>KEdZK^dKhEdzϱϵϱEdZϱϵϱEdZs͘DZd/E͕ϵϰϱϱϯͲͲͲϰϯϮϭϰϯϮϭ>ϭϬϬϬϭϱϱϳϮϴϴͺ>ͺϱϵϱEdZͺ,dΘW&dͺ͘t'ϰͬϰͬϮϬϭϵϮ͗ϯϭDZZz>zKhd7,(5d,WZKWK^ZZz>zKhd^,KtE/^^/'EdK&/dy/^d/E'KE/d/KE^^d,zZ^Z/KEd,/^Zt/E'͘>zKhdEYhEd/d/^Z^h:ddK,E'^KE^hEWKtZsZ/&/d/KEK&dh>^/dKE/d/KE^͘>'E͗WZKWK^>/',dWK>ZDKs>WZKWK^dZZDKs>WZKWK^Yh/WDEdWWZKWK^WK/EdK&/EdZKEEd/KEKEh/d^;^^ͲWK/ͿKEh/d^;/EsͲ^^Ϳ;RϬϬϬϭϱϱϳϮϴϴͲϬϬϵϭϰϰϴ WZKWK^> ϬϴͲϮϴͲϭϴ Z :ͲϬϬϵϮϬϲϰ ,E'/EDKh>>Kd/KE ϭϬͲϬϯͲϭϴ ^ : ͲϬϬϵϭϳϮϭ ^KEDZ<ͲhW 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Dd Ϭ͘ϵϭ ϭϯϬĨƚϬ͘Ϭϳй ^ͲϬϬϭϯϭϰϮ WZKWK^> ϬϴͲϮϴͲϭϴ Z : ^ͲϬϬϭϯϮϬϴ ,E'dZ'd^z^dD^/ ϭϬͲϬϴͲϭϴ Z :Ͳ Et^/d/E&KZDd/KE ϬϯͲϮϵͲϭϵ Z :^/EsZdZ^hDDZzd>/Esη ZZzη WKtZ>/^d/E';<tͲͿWKtZ ηK&^dZ/E'^ηK&DKh>^DϴϬhͺϭϮϭϭϴ^dZDϲϬhͺϭϮϭϭϰ^dZDϰϮhͺϭϮϭϭϮ^dZ/EsϬϭ Zϭ ϲϲ ϲϱ͘ϰϳ ϲϬ͘ϰϴ ϭϰ ϭϲϴ ϭ/EsϬϮϭϲϲ ϲϱ͘ϰϳ ϲϱ͘ϴ ϭϰ ϭϰϬ ϭ/EsϬϯ ϰϲ ϰϱ͘ϵϳϮ ϱϲ͘ϰ ϭϮ ϭϮϬ ϭ/EsϬϰϮϴϯ ϴϮ͘ϳϲϰ ϴϰ͘ϲ ϭϴ ϭϴϬϭ/EsϬϱ ϴϯ ϴϮ͘ϳϲϰ ϴϰ͘ϲ ϭϴ ϭϴϬ ϭϯϰϰ ϯϰϮ͘ϰϰ ϯϱϭ͘ϴϴ ϳϲ ϳϴϴ Ϯ Ϯ ϭ35(/,0,1$5<127)25&216758&7,21ZKK&DKh>^/E&KDK>dzW ^WZͲyϮϮͲϯϲϬͲKDEDW>d^d ϯϲϬ͘ϬϬWd ϯϯϰ͘ϰϬ/^ ϲ͘ϰϴsK ϲϵ͘ϱϬ/DW ϲ͘ϬϵsDW ϱϵ͘ϭϬs&&͘;sKͿͲϬ͘ϮϬs&&͘;sDWͿͲϬ͘Ϯϭ/EsZdZdzWDϲϬhͺϭϮϭZdKhdWhd;ŬtͿϲϬDyKhdWhd;ŬtͿϲϲηK&^dZ/E' ϭϰ^dZ/E'>E'd, ϭϮηK&DKh>^ͬ/EsZdZϭϲϴ^dZ/E'DysK>d';sKͿϴϵϳ͘Ϭϯ^dZ/E'KWZd/E'sK>d';sDWͿϲϬϳ͘ϮϮ^dZ/E'^,KZdhZZEd;/^Ϳϲ͘ϰϴ^dZ/E'KWZd/E'hZZEd;/DWͿϲ͘ϬϵηK&/EsZdZͬdzWϭ CONFIDENTIAL Schedule C Schedule C PV SYSTEM PRICING The following pricing is based on the Standard System Design Package described in Exhibit A. kWh Rate ($/kWh) Term (Years) Annual Rate Escalator (% / Year) $0.1344 25 0% STORAGE SERVICES FEE The following pricing is based on the Standard System Design Package described in Exhibit A. Rate ($/kWh) Term (Years) $0.0424 15 Schedule D TERMINATIONS VALUES Applicable Date : Years from Commercial Operation Date Termination Value ($) 0 Year $2,608,814 1 Year $1,995,035 2 Years $1,758,392 3 Years $1,519,128 4 Years $1,277,243 5 Years $1,032,224 6 Years $977,150 7 Years $944,704 8 Years $911,061 9 Years $875,892 10 Years $839,251 11 Years $801,482 12 Years $762,256 13 Years $721,305 14 Years $678,989 15 Years $656,132 16 Years $632,136 17 Years $608,206 18 Years $584,491 19 Years $561,064 20 Years $538,085 21 Years $515,479 22 Years $493,416 23 Years $471,999 24 Years $451,419 EXECUTION VERSION CONFIDENTIAL NOTE: 1000 Ward Street, Martinez, CA POWER PURCHASE & STORAGE SERVICES AGREEMENT Dated as of June 18, 2019 by and between Solar Star Co Co 1, LLC as Provider and Contra Costa County as Customer TABLE OF CONTENTS CONFIDENTIAL POWER PURCHASE AND STORAGE SERVICES AGREEMENT ................................................. 1 RECITALS: ................................................................................................................................................ 1 AGREEMENT: .......................................................................................................................................... 1 1. Definitions. ..................................................................................................................................... 1 2. Purchase and Sale of Solar Services and Storage Services; License. ....................................... 6 2.1 Purchase and Sale of Solar Services and Storage Services. ................................... 6 2.2 License. .................................................................................................................. 6 3. Design, Construction, Installation and Testing of System......................................................... 7 3.1 Installation.............................................................................................................. 7 3.2 Conditions Precedent to Commencement of Construction and Installation. ......... 8 3.3 Utility Approvals. .................................................................................................. 9 3.4 Energy Delivery. .................................................................................................. 10 3.5 Risk of Loss; Exclusive Control. ......................................................................... 10 3.6 Termination Values. ............................................................................................. 10 4. Operation and Maintenance of System. .................................................................................... 11 4.1 O&M Work; Phone/Data Line. ............................................................................ 11 4.2 Malfunctions and Emergencies. ........................................................................... 11 4.3 Metering. .............................................................................................................. 12 4.4 Title to System. .................................................................................................... 13 4.5 Outages. ............................................................................................................... 13 4.6 Compliance with Utility Specifications. .............................................................. 14 5. Purchase of Solar Services. ........................................................................................................ 14 5.1 Purchase Requirement. ........................................................................................ 14 5.2 Environmental Attributes; Environmental Financial Incentives. ......................... 14 6. Price and Payment. ..................................................................................................................... 15 6.1 Price. .................................................................................................................... 15 6.2 Taxes. ................................................................................................................... 15 6.3 Billing and Payment. ............................................................................................ 16 7. General Covenants. ..................................................................................................................... 17 7.1 Provider’s Covenants. .......................................................................................... 17 7.2 Customer’s Covenants. ........................................................................................ 18 8. Insurance Requirements. ........................................................................................................... 19 8.1 Provider’s General Liability Insurance. ............................................................... 19 8.2 Provider’s Insurance. ........................................................................................... 20 9. Force Majeure Events. ................................................................................................................ 20 10. Term; Customer Options; Termination. .................................................................................. 21 10.1 Term. .................................................................................................................... 21 10.2 Customer Options Upon Cessation of Business Operations at Site. .................... 21 10.3 Customer Options Upon Expiration of Term....................................................... 22 10.4 Customer Purchase Options Prior to Expiration Date. ........................................ 23 10.5 Payment of Termination Value on Termination Date.......................................... 24 10.6 Provider Termination. .......................................................................................... 24 11. Defaults. ....................................................................................................................................... 25 11.1 Customer Default. ................................................................................................ 25 11.2 Provider Default. .................................................................................................. 26 12. Remedies Following Default. ...................................................................................................... 27 12.1 Customer’s Remedies Upon Occurrence of a Provider Default. ......................... 27 12.2 Provider’s Remedies Upon Customer Default. .................................................... 27 12.3 No Consequential Damages. ................................................................................ 28 12.4 Effect of Termination of Agreement. ................................................................... 28 12.5 Limitation of Liability.......................................................................................... 28 13. Indemnification. .......................................................................................................................... 28 13.1 Indemnification by Provider. ............................................................................... 28 13.2 Indemnification by Customer. ............................................................................. 29 13.3 Notice of Claims. ................................................................................................. 29 13.4 Defense of Action. ............................................................................................... 29 13.5 Survival of Provisions. ......................................................................................... 30 14. Miscellaneous Provisions. ........................................................................................................... 30 14.1 Notices. ................................................................................................................ 30 14.2 Authority. ............................................................................................................. 31 14.3 Assignment .......................................................................................................... 32 14.4 Successors and Assigns........................................................................................ 33 14.5 Entire Agreement. ................................................................................................ 33 14.6 Amendments to Agreement. ................................................................................ 34 14.7 Waivers; Approvals. ............................................................................................ 34 14.8 Partial Invalidity................................................................................................... 34 14.9 Execution in Counterparts.................................................................................... 34 14.10 Governing Law; Jurisdiction; Forum. .................................................................. 34 14.11 Attorneys’ Fees. ................................................................................................... 35 14.12 No Third Party Rights. ......................................................................................... 35 14.13 Treatment of Additional Amounts. ...................................................................... 35 14.14 No Agency. .......................................................................................................... 35 14.15 No Public Utility. ................................................................................................. 36 14.16 No Recourse to Affiliates..................................................................................... 36 14.17 Cooperation with Financing. ................................................................................ 36 14.18 Setoff. 36 14.19 Service Contract. .................................................................................................. 36 15. Confidential Information. .......................................................................................................... 36 16. Estoppel Certificate. ................................................................................................................... 37 Exhibits, Schedules Exhibit A - System Design and Construction Exhibit B - Form of Financing Party Acknowledgment Exhibit C - Performance Guarantee Schedule A - Description of Site Schedule B - Description of System Schedule C - System Pricing Schedule D - Termination Values - 1 - POWER PURCHASE AND STORAGE SERVICES AGREEMENT This POWER PURCHASE AND STORAGE SERVICES AGREEMENT (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of June 18, 2019 (the “Effective Date”), is by and between Solar Star Co Co 1, LLC, a limited liability company formed under the laws of the State of Delaware (“Provider”), and Contra Costa County, a political subdivision of the State of California (“Customer”). RECITALS: WHEREAS, Customer leases or owns, directly or indirectly, facilities in that certain location in California as more fully described in Schedule A of the Appendices hereto (the “Site”); WHEREAS, Customer desires that Provider install, maintain and operate, and Provider desires to install, maintain and operate, the PV System and ESS (each as hereinafter defined) to be located on the Site; and WHEREAS, Provider desires to sell, and Customer desires to purchase, (a) the Solar Services (as hereinafter defined), including the delivery of electrical energy generated by the PV System (the “Energy”), (b) the Storage Services (as hereinafter defined), and (c) other services pursuant to the terms and conditions set forth herein. NOW THEREFORE, in consideration of the mutual promises set forth below, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: AGREEMENT: 1. Definitions. Unless otherwise defined herein: (a) capitalized terms used in this Agreement shall have the respective meanings set forth in this Section 1; (b) the singular shall include the plural and vice versa; (c) the word “including” shall mean “including, without limitation”, (d) references to “Sections,” “Exhibits,” “Appendices” and the like shall be to sections, exhibits, appendices, etc. of or to this Agreement; (e) the words “herein,” “hereof” and “hereunder” shall refer to this Agreement as a whole and not to any particular section or subsection hereof; and (f) references to this Agreement shall include a reference to all exhibits hereto, as the same may be amended, modified, supplemented or replaced from time to time. “Agreement” has the meaning set forth in the preamble. “Annual Rate Escalator” means the percentage set forth in Schedule C. “Applicable Law” shall mean, with respect to any Governmental Authority, any constitutional provision, law, statute, rule, regulation, ordinance, treaty, order, decree, judgment, decision, certificate, holding, injunction, registration, license, franchise, permit, 2 authorization, guideline, governmental approval, consent or requirement of such Governmental Authority, enforceable at law or in equity, along with the interpretation and administration thereof by any Governmental Authority. “Claim Notice” shall have the meaning set forth in Section 13.3. “Code” shall mean the Internal Revenue Code of 1986, as amended. “Commercial Operation Date” shall have the meaning set forth in Section 3.4. “Confidential Information” shall have the meaning set forth in Section 15. “Customer” shall have the meaning set forth in the preamble. “Customer Default” shall have the meaning set forth in Section 11.1. “Effective Date” shall have the meaning set forth in the preamble. “Energy” shall have the meaning set forth in the preamble. “Environmental Attributes” includes, without limitation, tradable renewable certificates, green-e tags, allowances, reductions or other transferable indicia denoting carbon offset credits or indicating generation of a particular quantity of energy from a renewable energy source by a renewable energy facility attributed to the Energy during the Term created under a renewable energy, emission reduction, or other reporting program adopted by a Governmental Authority, or for which a registry and a market exists (which, as of the Effective Date are certificates issued by Green-e in accordance with the Green-e Renewable Electric Certification Program, National Standard Version 1.3 administered by the Center of Resource Solutions) or for which a market may exist at a future time. “Environmental Financial Incentives” shall mean each of the following financial rebates and incentives that is in effect as of the Effective Date or may come into effect in the future: (i) performance-based incentives, rebates and any other incentive programs offered by or in the State of California (or any political subdivision thereof) under the federal government’s, any municipality’s, any utility’s or any other state’s program or initiative (including, if applicable, subsidies available under the Self Generation Incentive Program administered through the California Public Utilities Commission), incentive tax credits (including investment tax credits arising under the Code) other tax benefits or grants in lieu thereof (including without limitation the monetization of tax benefits), and accelerated depreciation (collectively, “Incentives”), howsoever named or referred to, with respect to any and all fuel, emissions, air quality, energy generation, energy storage, or other environmental or energy characteristics, resulting from the construction, ownership or operation of the System or from the use of solar generation or energy storage or the avoidance of the emission of any gas, chemical or other substance into the air, soil or water attributable to the sale of Energy and Storage Services generated by the System; and (ii) all reporting rights with respect to such Incentives. 3 “ESS” means the energy storage system and related Site energy monitoring equipment and software installed pursuant to this Agreement at the Site and more fully described in Schedule B hereto. “ESS kW” shall mean the power rating of the ESS as set forth in Schedule B. “ESS O&M Work” shall have the meaning set forth in Section 4.1.2. “ESS Renewal Rate” shall mean the fair market price for Storage Services created by integrated photovoltaic and energy storage systems as determined by agreement of the Parties, or if the parties cannot agree on the fair market price, the fair market price determined by a nationally recognized independent appraiser in the same manner described in Section 10.3.5 (Purchase of ESS). “Estimated Year 1 Production” shall mean the amount set forth in Schedule B to this Agreement. “Expiration Date” shall have the meaning set forth in Section 10.1. “Fair Market Value” shall have the meaning set forth in Section 10.3.2. “Financing Party” means any third-party entity providing debt or equity financing to Provider (or any successor or assignee thereof) with respect to the System, including without limitation a party providing construction financing, a lessor in a sale-leaseback transaction, a partner in a partnership flip transaction, or a limited liability company member in an equity sale transaction. “Force Majeure Event” shall mean, when used in connection with the performance of a Party’s obligations under this Agreement, any of the following events to the extent not caused by such Party or its agents or employees, which is not preventable by such Party as of the Effective Date: a) war, riot, acts of a public enemy or other civil disturbance; b) acts of God, including but not limited to, storms, floods, lightning, earthquakes, hailstorms, ice storms, tornados, typhoons, hurricanes, landslides, volcanic eruptions, range or forest fires, and objects striking the earth from space (such as meteorites), sabotage or destruction by a third party (other than any contractor retained by or on behalf of the Party) of facilities and equipment relating to the performance by the affected Party of its obligations under this Agreement; c) acts of federal, state or local government agencies, including changes in Applicable Law, that result in increasing Provider’s costs of construction and installation, or continuing operation, of the System by 15% or more; and d) strikes, walkouts, lockouts or similar industrial or labor actions or disputes. 4 “Governmental Authority” shall mean any federal, state, regional, county, town, city, or municipal government, whether domestic or foreign, or any department, agency, bureau, or other administrative, regulatory or judicial body of any such government. “Indemnified Party” shall have the meaning set forth in Section 13.3. “Indemnifying Party” shall have the meaning set forth in Section 13.3. “Interconnection Point” shall have the meaning set forth in Section 3.5. “kWh Rate” shall have the meaning set forth in Section 6.1. “License” shall have the meaning set forth in Section 2. “Liens” shall have the meaning set forth in Section 7.1.3. 1 “Meter” shall have the meaning set forth in Section 4.3.1. “Monthly Period” shall mean the period commencing on the Commercial Operation Date and ending on the last day of the calendar month in which the Commercial Operation Date occurs, and, thereafter, all subsequent one (1) month periods during the Term. “Monthly Production” shall mean, for each Monthly Period, the amount of Energy delivered during such Monthly Period. “Party” shall mean each of Customer and Provider (and/or any successor or permitted assignee thereof). “Person” shall mean any individual, corporation, partnership, company, limited liability company, joint venture, association, trust, unincorporated organization or Governmental Authority. “Provider” shall have the meaning set forth in the preamble (and includes its successor(s) and permitted assignee(s)). “Provider Default” shall have the meaning set forth in Section 11.2. “PV O&M Work” shall have the meaning set forth in Section 4.1.1. “PV System” shall mean the solar photovoltaic system installed pursuant to this Agreement at the Site and more fully described in Schedule B hereto. “Renewal Rate” shall mean the fair market price for electricity generated by solar photovoltaic systems as determined by agreement of the Parties or through the appraisal process applicable to the purchase option contained in this Agreement. “Reporting Rights” means the right to report ownership of the Environmental Attributes or the Environmental Financial Incentives associated with the Energy to any federal, state, or local agency, authority or other party, including without limitation under Section 1605(b) 5 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. “Scheduled Outage” shall have the meaning set forth in Section 4.5. “Site” has the meaning set forth in the first recital. “Solar Services” mean all solar services provided to Customer by Provider hereunder, including the provision of Energy. “Standards” shall have the meaning set forth in Section 3.1.1. “Storage Services” means the energy storage services provided to Customer by Provider hereunder, including operation and maintenance of the ESS. “Storage Services Termination” means the termination of all Storage Services Provisions under this Agreement, without impacting the effectiveness of the remaining provisions of this Agreement. “Storage Services Commencement Date” shall mean the first day of the first utility billing cycle after the later to occur of: (a) the Commercial Operation Date, and (b) the date on which Provider shall have certified to Customer that the ESS is substantially complete and available for commercial operation. “Storage Services Fee” shall be the amount set forth in Schedule C. “Storage Services Provisions” means those provisions of this Agreement applicable to the Storage Services, but solely as they relate to the Storage Services. “Storage Services Term” means the period of time commencing on the Storage Services Commencement Date and expiring fifteen (15) years thereafter unless earlier terminated pursuant to this Agreement. “System” shall mean, collectively, the PV System and the ESS; provided, however, that the term “System” shall only include equipment and materials up to but not including the Interconnection Point of the System. “Term” shall have the meaning set forth in Section 10.1. “Termination Date” shall have the meaning set forth in Section 10.1. “Termination Value” shall mean, on any date of determination (or, if such date is not a scheduled termination date, the scheduled termination date immediately preceding such date) the applicable amount specified for such date in Schedule D to this Agreement. “Transfer Taxes” shall have the meaning set forth in Section 6.2.1. 6 2. Purchase and Sale of Solar Services and Storage Services; License. 2.1 Purchase and Sale of Solar Services and Storage Services. Customer hereby engages Provider to provide the services set forth in this Agreement, including the Solar Services and Storage Services to Customer, and Provider agrees to provide the services set forth in this Agreement, including the Solar Services and Storage Services to Customer, all in accordance with the terms and conditions set forth herein. Customer shall provide Provider with access to the Sites in accordance with the terms of this Agreement. Provider may retain one or more contractors or subcontractors to fulfill its obligations hereunder; provided that Provider shall remain liable for performance of its obligations hereunder 2.2 License. Customer hereby grants to Provider and to Provider’s agents, employees and subcontractors an irrevocable, non-exclusive license running with the Site for access to, on, over, under or across the Site (the “License”) for the purpose of (i) installing, constructing, operating, maintaining, accessing, removing and replacing the System; (ii) performing all of Provider’s obligations and enforcing all of Provider’s rights set forth in this Agreement; and (iii) installing, using and maintaining electric lines and equipment, including inverters and meters, necessary to interconnect the System to Customer’s electric system at the Site or to the utility’s electric distribution system or that otherwise may from time to time be useful or necessary in connection with the construction, installation, operation, maintenance, or repair of the System. The term of the License is the Term of this Agreement plus the period of time necessary for Provider to remove the PV System and ESS pursuant to Section 10.3.3 and 10.3.6 respectively, but in no case later than one hundred eighty (180) days after the Expiration Date with respect to the PV System and the Storage Services Term with respect to the ESS (the “License Term”). During the License Term, Customer shall preserve and protect Provider’s rights under the License and Provider’s access to the Site and shall not interfere with or permit any third parties to interfere with Provider’s rights or access. Except for an emergency situation as described in Section 4.2.1(a) or (b) (an “Emergency Situation”), Provider shall notify Customer in writing, which may be made via email to Customer’s Energy Manager, 40 Muir Road, Martinez, CA 94553 (Frank.DiMassa@pw.cccounty.us), or to any other address Customer may designate in a written notice to Provider, forty-eight (48) hours before Provider intends to access the Site pursuant to the License. Notwithstanding that the License granted herein is irrevocable, Customer reserves the right to exclude Provider, its agents, employees and subcontractors from the Site in the event that Customer notifies Provider of a breach of the License and Provider fails to cure such breach pursuant to Section 11.2.1 of this Agreement; provided, however, that, Customer agrees not to exclude Provider, its agents, employees and subcontractors from the Site (A) in the event of an Emergency Situation as described in Section 4.2 so long as Customer has been notified of such an Emergency Situation pursuant to Section 7 4.2 and (B) in the event that the System is to be removed pursuant to this Agreement. 3. Design, Construction, Installation and Testing of System. 3.1 Installation. Subject to Section 3.2, Provider will cause the System to be designed, engineered, installed and constructed at the Site substantially in accordance with the terms of this Agreement, including without limitation, the provisions of Exhibit A (System Design and Construction). Customer shall review and approve, such approval not to be unreasonably withheld or delayed, all construction plans, including engineering evaluations of the impact of the System on the structural integrity and strength of the location where the System is installed inside, on or near Customer’s buildings. Provider shall organize the procurement of all materials and equipment for the installation work and maintain the same at the Site. Subject to the terms of the License, Provider shall perform installation work at the Site during the times set forth in Exhibit A and Schedule B in a manner that minimizes inconvenience to and interference with Customer’s and Customer’s invitees’ and Customers’ use of the Site to the extent commercially practical. Notwithstanding the foregoing, in the event that Provider determines in its sole discretion that it is unable to install the System at the Site, it shall be under no obligation to do so, and this Agreement shall terminate and be of no further force and effect upon written notice from Provider to Customer to that effect. 3.1.1 System Design and Construction. Exhibit A (System Design and Construction) attached hereto sets forth the design, engineering and construction specifications for the System, as well as assumptions made by the Provider regarding the Site conditions, the electrical conditions, and System attributes (such assumptions being referred to herein as the “Standards”). Schedule B (Description of System) sets forth the known actual conditions for the Site and the System, including deviations from the Standards. The Standards are such that the described items for the System will not need repair, replacement, modification or construction beyond that described in Exhibit A and Schedule B in order for Provider to properly construct and install the System. If the construction and installation of the System is required for any reason (except for reasons attributable to Provider) to deviate from the Standards and Schedule B, Provider will notify the Customer and provide an estimate of any incremental cost to Customer and Customer will have the option to (i) pay the incremental cost at the time the cost is incurred and billed to the Customer, (ii) pay the incremental cost over the Term through a calculated increase in the kWh Rate and/or Storage Services Fee, or (iii) elect an alternative location subject to the conditions of Section 3.1.2. 3.1.2 Alternative Location. Prior to the Commercial Operation Date, if the Customer’s interest in the Site is a leasehold interest and the Customer is unable to obtain the landlord’s consent in accordance with the License or Customer chooses an alternative location per Section 3.1.1, Customer will have the option to elect an alternative location if Environmental Attributes and Environmental Financial Incentives financially equivalent to or better than those associated with the original location are available for the alternative location, and if the expected System kWh output and construction cost at the alternative location are equivalent to or superior 8 than those associated with the originally proposed location. Such alternative location is subject to Provider approval, not to be unreasonably withheld. If an alternative location cannot be established, Provider will have the right to terminate per Section 3.2. 3.2 Conditions Precedent to Commencement of Construction and Installation. 3.2.1 Commencement by the Provider of construction and installation activities with respect to the PV System are subject to the satisfaction of the following conditions precedent (in addition to the condition set forth in Section 3.3): (a) Provider shall have closed financing for construction and long-term ownership of the PV System and the Solar Services to be performed at the Site and, to the extent required pursuant to the applicable financing documentation, the third party financing institution providing such financing shall have been provided with the materials referred to in Section 14.17 and Section 16; (b) Provider shall have entered into the applicable contract(s) for construction and installation of the PV System, subject to the terms of the applicable financing, if any; (c) Provider shall have obtained the permits, licenses and other approvals required by Applicable Law to be obtained by Provider prior to such commencement; (d) Provider shall have received satisfactory notice that the applications for Environmental Financial Incentives for the PV System have been accepted and approved by the appropriate governing agency; and (e) Provider shall have received from Customer satisfactory evidence that the project—including the System, the License, and the work and Solar Services described in this Agreement—is exempt from the regulatory jurisdiction of local agencies (including zoning, building, and land-use requirements) or that all required local agency approvals and permits have been obtained. provided, however, that if any of the foregoing conditions precedent have not been satisfied on or before June 17, 2020 (the “CP Date”), Provider shall have the option to terminate this Agreement without triggering the default provisions of this Agreement or any liability under this Agreement, and if Provider does not terminate this Agreement one hundred eighty (180) days following the CP Date, Customer may terminate this Agreement without triggering the default provisions of this Agreement or any liability under this Agreement. Alternatively, in the event that such conditions precedent are not satisfied by such date, the Parties may mutually agree to amend this Agreement to revise the Commercial Operation Date and term of this Agreement. 9 3.2.2 Commencement by the Provider of construction and installation activities with respect to the ESS shall be subject to the satisfaction of the following conditions precedent (in addition to the condition set forth in Section 3.3): (a) Provider shall have closed financing for construction and long-term ownership of the ESS and the Storage Services to be performed at the Site and, to the extent required pursuant to the applicable financing documentation, the third party financing institution providing such financing shall have been provided with the materials referred to in Section 14.17 and Section 16; (b) Provider shall have entered into the applicable contract(s) for construction and installation of the ESS, subject to the terms of the applicable financing, if any; (c) Provider shall have obtained the permits, licenses and other approvals required by Applicable Law to be obtained by Provider prior to such commencement; and (d) Provider shall have received satisfactory notice that the applications for Environmental Financial Incentives for the ESS have been accepted and approved by the appropriate governing agency; provided, however, that if any of the foregoing conditions precedent have not been satisfied on or before the CP Date, Provider shall have the option to terminate the Storage Services Provisions without triggering the default provisions of this Agreement or any liability under this Agreement with respect to the Storage Services Provisions, and if Provider does not terminate the Storage Services Provisions within one hundred eighty (180) days following the CP Date, Customer may terminate the Storage Services Provisions without triggering the default provisions of this Agreement or any liability under this Agreement with respect to the Storage Services Provisions. In the case that Provider elects not install the ESS and causes a Storage Services Termination, Customer will have no obligations with the respect to payment of the Storage Services Fees or any other Storage Services Provisions . A Storage Services Termination shall not terminate the Solar Services provisions of this Agreement. 3.3 Utility Approvals. Notwithstanding that Provider shall have primary responsibility for preparing applications and obtaining all permits, licenses and approvals required for the performance of work under this Agreement, Customer agrees to reasonably assist Provider in obtaining necessary permits, licenses and approvals in connection with the installation, operation and maintenance of the System, including the submission of applications for interconnection of the System with the local electric utility. Customer shall not make any material changes to its electrical equipment at the Site after the date on which the applicable utility interconnection application is submitted unless any such changes, individually or in the aggregate, would not 10 adversely affect the approval by such utility of such interconnection. Should the local electric utility fail to approve the interconnection of the PV System or require equipment in addition to the equipment set forth in Schedule B in connection with the Site, Provider may, at Provider’s option, terminate this Agreement immediately subsequent to notification from the local utility. Should the local electric utility fail to approve the interconnection of the ESS or require equipment in addition to the equipment set forth in Schedule B in connection with the Site, Provider may, at Provider’s option, elect not to install the ESS and cause a Storage Services Termination. The Parties shall not be obligated to go forward with installation of the System if the applicable utility approvals are conditioned upon material upgrades to the existing electrical infrastructure and neither Party elects to provide for such upgrades. Customer also agrees to assist Provider and make all necessary repairs or changes to the existing electrical infrastructure so that the Site and System are eligible for the Environmental Financial Incentives. 3.4 Energy Delivery. The date on which the delivery of Energy from the System commences (the “Commercial Operation Date”) shall be the date on which all of the following shall have occurred: (a) Provider shall have certified to Customer in writing that the PV System is substantially complete and available for commercial operation; (b) all permits and licenses required to be obtained under Applicable Law in connection with the operation of the PV System shall have been obtained and be in full force and effect; and (c) Customer shall have entered into an interconnection agreement with the local electricity utility. In no event shall Provider have any liability to Customer for a delay in the Commercial Operation Date caused by Customer, Customer’s electricity provider, a local agency issuing permits for the System or any other third parties outside of Provider’s control. 3.5 Risk of Loss; Exclusive Control. As between the Parties, Provider will be deemed to be in exclusive control (and responsible for any property damage or injuries to persons caused thereby) of the Energy up to but excluding the point where the System is interconnected to Customer’s electrical intertie; e.g., the Customer’s line-side tap (the “Interconnection Point”) and Customer will be deemed to be in exclusive control (and responsible for any property damage or injuries to persons caused thereby) of the Energy at and from the Interconnection Point. Risk of loss related to the Energy will transfer from Provider to Customer at the Interconnection Point. 3.6 Termination Values. The Parties acknowledge and agree that the Termination Values with respect to the applicable System are as set forth in Schedule D of this Agreement. 11 4. Operation and Maintenance of System. 4.1 O&M Work; Phone/Data Line. 4.1.1 PV O&M Work. Provider shall provide operation, repair, monitoring and maintenance services to the PV System during the Term of this Agreement, including the monitoring and maintenance of metering equipment determining the quantity of electricity produced by the PV System (collectively, the “PV O&M Work”). Provider shall perform the PV O&M Work, either directly or indirectly through a subcontract with SunPower Corporation, Systems , an affiliate of Provider or through a third-party service provider capable of providing comparable services, provided that Provider remains responsible for all PV O&M Work notwithstanding any such subcontracting. Provider shall perform, or cause to be performed, the PV O&M Work to ensure that the System is capable of delivering the Energy in accordance with the specifications set forth in Schedule B. Provider shall use commercially reasonable efforts to enforce the terms of any contract for operations and maintenance services to which it is a party and PV System warranty agreements. 4.1.2 ESS O&M Work. Provider shall provide operation, repair, monitoring and maintenance services to the ESS System during the Storage Services Term (the “ESS O&M Work”). Provider shall maintain during the Storage Services Term the capability to provide such ESS O&M Work, either directly or indirectly, or through a third-party service provider capable of providing comparable services, provided that Provider remains responsible for all operation, repair, monitoring and maintenance services to the ESS System notwithstanding any such subcontracting. Provider shall use commercially reasonable efforts to enforce the terms of any contract for operations and maintenance services to which it is a party and ESS warranty agreements. 4.1.3 Phone/Data Line. Customer shall properly maintain, pay for and provide access to the necessary phone, computer, or other communication lines necessary to permit Provider to (a) record the electrical output of the PV System for the entire Term, (b) operate the ESS during the Storage Services Term. 4.2 Malfunctions and Emergencies. 4.2.1 Each of Customer and Provider shall notify the other within twenty- four (24) hours following the discovery by it of (a) any material malfunction in the operation of the System, (b) an interruption in the supply of Solar Services or Storage Services. Provider and Customer shall each designate personnel and establish procedures such that each Party may provide notice of such conditions requiring Provider’s repair or alteration at all times, twenty-four (24) hours per day, including weekends and holidays. Each Party shall notify the other Party immediately upon the discovery of an emergency condition in the System. 4.2.2 Provider shall commence repairs to (a) any malfunctioning PV System and restore the supply of the Energy, and (b) during the Storage Services Term, any malfunctioning ESS and restore the provision of Storage Services, as soon as reasonably possible after notice or upon its own discovery of any of the conditions specified in Section 4.2.1 during normal business hours and, subject to Section 2, take steps to mobilize personnel to commence repairs after notice or discovery of a condition requiring repair or other corrective action. If an 12 emergency condition exists, Provider shall dispatch the appropriate personnel immediately upon becoming aware thereof to perform the necessary repairs or corrective action in an expeditious and safe manner. For routine and emergency repairs, the Parties shall contact the persons set forth below: If to Provider: Wayne Webb, Senior Manager, Operations & Maintenance 2900 Esperanza Crossing, 2nd Floor Austin, TX 78759 (510) 439 – 4663 or (800) 251-9728 Wayne.Webb@sunpowercorp.com with a copy to: customer.service@sunpower.com 4.3 Metering. 4.3.1 Meters. Provider shall install and maintain the following meters (each a “Meter” and collectively, the “Meters”) in connection with the System: (a) PV Meter: for the Term of this Agreement, a utility-grade kilowatt-hour (“kWh”) meter (“PV Meter”) at the PV System for the measurement of Energy provided to Customer, which shall measure the kWh output of the PV System on a continuous basis. (b) Consumption Meter: for the Storage Services Term, a utility- grade kWh meter (“Consumption Meter”) at the Site’s main utility meter, which shall measure the kWh consumption of the Site. (c) ESS Meter: for the Storage Services Term, a utility-grade kWh meter (“ESS Meter”) at the ESS inverter, which shall measure the kWh charge and discharge of the ESS. Upon Customer’s written request, Provider shall furnish a copy of all technical specifications and accuracy calibrations for the Meters, as well as all metering data and energy production and consumption calculations. Provider shall test the Meters in compliance with manufacturer’s recommendations. 4.3.2 Customer Audits and Inspections. Once per calendar year, Customer shall have the right to audit all Meter data upon reasonable notice, and any such audit shall be at Customer’s sole cost. Customer shall have a right of access to all Meters at reasonable times and with reasonable prior notice for the purpose of verifying readings and calibrations. 4.3.3 Adjustments. If testing of any Meter pursuant to Section 4.3.1 or Section 4.3.2 indicates that any Meter is in error by more than two percent (2%), then Provider shall promptly repair or replace such Meter. If the PV Meter is found to be in error by more than two percent (2%), Provider shall make a corresponding adjustment to the records of the amount of Energy based on such test results for (a) the actual period of time when such error caused 13 inaccurate PV 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. If the Consumption Meter or ESS Meter is found to be in error by more than two percent (2%), Provider shall make a corresponding adjustment to the Actual Demand Savings 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. 4.3.4 Disputes. Any dispute arising out of the reading or calibration of a Meter shall be resolved in accordance with the procedures set forth in Section 6.3.2. 4.4 Title to System. Provider, or Provider’s permitted assigns with respect to the System, shall at all times retain title to and be the legal and beneficial owner of the System, including the right to any tax credits available under federal or state law, and the System shall remain the property of Provider or Provider’s assigns. The System shall remain the personal property of Provider or Provider’s assigns and shall not attach to or be deemed a part of, or fixture to, the Site. It is the Parties’ intention that the System shall at all times retain the legal status of personal property. Provider shall be entitled to, and is hereby authorized to, file one or more precautionary Uniform Commercial Code financing statements with the California Secretary of State with respect to the System in order to protect its rights in the System, provided that no such UCC financing statement shall name Customer as the debtor. The System shall be clearly marked and identified as being the property of the Provider or Provider’s assigns. The Parties intend that neither Customer nor any party related to Customer shall acquire the right to operate the System or be deemed to operate the System. 4.5 Outages. Customer shall be permitted two (2) twenty-four (24) consecutive hour days during which the PV System may be offline (each, a “Scheduled Outage”) per calendar year during the Term, during which days Customer shall not be obligated to accept, and if not accepted, pay for the Energy; provided, however, that Customer shall have notified Provider in writing of each such Scheduled Outage at least forty-eight (48) hours in advance of the commencement of such Scheduled Outage. In the event that Scheduled Outages at the Site exceed two (2) days per calendar year for a reason other than a Force Majeure Event, and for all unscheduled outages, Provider shall reasonably estimate the amount of Energy that would have been delivered to Customer during each hour of such excess Scheduled Outages or unscheduled outages and shall invoice Customer for such amount, which shall be payable in accordance with Section 6.3. Additionally, as set forth in Exhibit C (Performance Guarantee), Provider shall be relieved of any failure to meet the Performance Guarantee due to any Scheduled Outage or unscheduled outage. 14 4.6 Compliance with Utility Specifications. Provider shall ensure that the operation of the System and all Energy generated by the System conform to applicable utility specifications for energy being generated and delivered to the Site’s electric distribution system, which shall include the installation of proper power conditioning and safety equipment, submittal of necessary specifications, coordination of utility testing and verification, and all related costs. 5. Purchase of Solar Services. 5.1 Purchase Requirement. Customer agrees to purchase one hundred percent (100%) of the Energy delivered by the System during the Term of this Agreement and one hundred percent (100%) of the Storage Services provided with respect to the System. While the Solar Services are calculated and billed on the basis of kWh of Energy as set forth in Section 6.1, Customer acknowledges and agrees that such Solar Services and the Storage Services represent a package of services including the production, storage and supply of electrical energy output from the System and the reduction of Customer’s electric demand, together with any other services associated with Solar Services and Storage Services that Provider may provide to Customer. The payment for Solar Services (expressed in $/kWh) and Storage Services (express in $/kWh) are calculated to include all of the above services. Neither Party may claim that by this Agreement Provider is an electric utility subject to regulation as an electric utility or subject to regulated electricity rates. Provider shall not claim to be providing electric utility services to Customer and shall not interfere with Customer’s ability to select an electric utility provider except that, to the extent Customer has a choice in selecting an electric utility provider or electricity provider, Customer shall not select an electric utility provider or electricity provider that requires, as part of their conditions for service, removal or discontinued operation of the System or the sales of Energy or Storage Services hereunder. 5.2 Environmental Attributes; Environmental Financial Incentives. 5.2.1 Environmental Attributes. All Environmental Attributes and associated Reporting Rights available in connection with the System are retained and owned by Customer or its assignee. Provider shall take all reasonable measures to assist Customer in obtaining all Environmental Attributes currently available or subsequently made available in connection with the System. At Customer’s request and expense, Provider shall execute all such documents and instruments reasonably necessary or desirable to effect or evidence Customer’s or its assignee right, title and interest in and to the Environmental Attributes. If the standards used to qualify the Environmental Attributes to which Customer is entitled under this Agreement are changed or modified, Provider shall, at Customer’s request and expense, use all reasonable efforts to cause the Environmental Attributes to comply with new standards as changed or modified. If Provider fails to act in good faith in completing documentation or taking actions reasonably requested by Customer, and such failure results in the loss of an Environmental Attribute that 15 would otherwise be available, Provider shall reimburse Customer for the full amount of such lost Environmental Attribute. 5.2.2 Environmental Financial Incentives. All Environmental Financial Incentives and associated Reporting Rights available in connection with the System are retained and owned by Provider or its assignee. Customer shall take all reasonable measures to assist Provider in obtaining all Environmental Financial Incentives currently available or subsequently made available in connection with the System. At Provider’s request and expense, Customer shall execute all such documents and instruments reasonably necessary or desirable to effect or evidence Provider’s or its assignee right, title and interest in and to the Environmental Financial Incentives. If the standards used to qualify the Environmental Financial Incentives to which Provider is entitled under this Agreement are changed or modified, Customer shall, at Provider’s request and expense, use all reasonable efforts to cause the Environmental Financial Incentives to comply with new standards as changed or modified. If Customer fails to act in good faith in completing documentation or taking actions reasonably requested by Provider, and such failure results in the loss of an Environmental Financial Incentive that would otherwise be available, Customer shall reimburse Provider for the full amount of such lost Environmental Financial Incentive. 5.2.3 Customer shall not take any action or suffer any omission that would have the effect of impairing the value to the Provider of the Environmental Attributes or Environmental Financial Incentives. 5.2.4 Provider or its assignee will at all times retain all tax credits and related tax benefits (including depreciation) associated with the System. 6. Price and Payment. 6.1 Price. Customer shall pay Provider for (a) the Energy provided pursuant to the terms of this Agreement at the rate per kWh (the “kWh Rate”) set forth in Schedule C for the applicable period, and (b) the Storage Services Fee at the rate set forth in Schedule C for the applicable period, plus any adjustments required pursuant to Section 3.1.1, plus any additional amount required pursuant to Section 6.2. Notwithstanding the foregoing, in the event that Customer elects to renew this Agreement pursuant Section 10.3.1, Customer shall pay the Renewal Rate for Energy delivered during such renewal period. 6.2 Taxes. 6.2.1 Customer Taxes. Provider shall invoice Customer for, and Customer shall pay all sales, use, excise, ad valorem, transfer and other similar taxes (“Transfer Taxes”), but excluding in all events taxes based on or measured by net income, that are imposed by any taxing authority arising out of or with respect to the purchase or sale of the Solar Services or Storage Services (regardless of whether such Transfer Taxes are imposed on Provider or Customer), together with any interest, penalties or additions to tax payable with respect to such Transfer Taxes, unless such interest, penalties or additions to tax payable with respect to such Transfer Taxes are due to Provider’s failure to timely remit any such Transfer Taxes or to file any returns required by 16 the appropriate taxing authority, and Provider shall indemnify and hold Customer harmless in such excepted cases. If Customer shall be required to by law to withhold or deduct any Transfer Taxes or other taxes imposed by any jurisdiction or any political subdivision from or in respect of any sum payable hereunder, the sum payable shall be increased as may be necessary so that, after taking all required deductions, Provider shall have received an amount equal to the sum it would have received had no such deductions been made. Provider will pay any ad valorem property tax imposed on the System by any taxing authority. 6.2.2 Provider Taxes. Provider will pay and hold harmless Customer from any sales or use tax imposed upon Customer arising from this Agreement, other than as set forth in the preceding Section 6.2.1, including but not limited to Provider's manufacture, installation and acquisition of the System. Provider will pay and hold harmless Customer from property tax, if any, assessed on (i) Provider’s use of the portion of the Site on which the System is installed, to the extent prescribed in the License; (ii) the System or Provider’s ownership, installation or use thereof; or (iii) any other aspect of this Agreement. Notwithstanding the foregoing, Customer shall pay and hold harmless Provider from sales and use taxes, if any, arising upon the transfer, if any, of both legal and beneficial ownership of the System to Customer pursuant to this Agreement. 6.3 Billing and Payment. Billing and payment for the Solar Services and Storage Services sold and purchased under this Agreement and any other amounts due and payable hereunder shall occur as follows: 6.3.1 Payments . Subject to adjustment in accordance with the following sentences of this Section 6.3.1, Customer shall pay to Provider: (a) with respect to the Solar Services, for each Monthly Period during the Term within thirty (30) days after receipt of any invoice a payment for the Energy delivered by the System during each such Monthly Period equal to the product of (a) Monthly Production for the System for the relevant month multiplied by (b) the then applicable kWh Rate. (b) with respect to the Storage Services, through the end of the Storage Services Term, within thirty (30) days after receipt of any invoice, a payment in an amount equal to the product of (a) Monthly Production of the System for the relevant month, multiplied by (b) the Storage Services Fee in $/kWh as set forth in Schedule C. 17 Customer payments under Sections 6.3.1(a) and (b) above shall be made by check to: Solar Star Co Co 1, LLC Attn: Commercial Asset Management Group c/o SunPower Capital Services, LLC 2900 Esperanza Crossing Austin, TX 78758 Payment may also be made by wire transfer of immediately available funds upon receipt of specific instructions by Provider. Upon receipt of written direction and instructions from Provider and Provider’s Financing Party, all payments to be made by the Customer to the Provider under this Agreement shall be made directly to the Provider’s Financing Party or its agent designated in a writing addressed to Customer from time to time. 6.3.2 Invoice Errors. Within thirty (30) days after receipt of any invoice, Customer may provide written notice to Provider of any alleged error therein (including any error resulting from Meter adjustments pursuant to Section 4.3.3). Customer shall pay all undisputed amounts, including the undisputed portion of any invoice, in accordance with the instructions set forth for payment under Section 6.3.1. If Provider notifies Customer in writing within thirty (30) days of receipt of such notice that Provider disagrees with the allegation of error in the invoice, the Parties shall meet, by telephone conference call or otherwise, within ten (10) days of Customer’s response for the purpose of attempting to resolve the dispute. 6.3.3 Late Payments. All payments hereunder shall be made without setoff or deduction. Any payment not made within the time limits specified in Section 6.3.1 shall bear interest from the date on which such payment was required to have been made through and including the date on which such payment is actually received by the Provider. Such interest shall accrue at a monthly rate equal to the lesser of the then prevailing prime rate of interest as published in The Wall Street Journal or the maximum interest rate permitted by Applicable Law. 7. General Covenants. 7.1 Provider’s Covenants. Provider covenants and agrees as follows: 7.1.1 Permits and Approvals. While performing this Agreement, Provider shall obtain and maintain all approvals, consents, licenses and permits from relevant Governmental Authorities, utility personnel, and (to the extent known to Provider) the Site’s owners, if Customer is not the owner of the Site, and other agreements and consents required to be obtained and maintained by Provider and to enable Provider to perform such work. Provider shall deliver copies of all permits and approvals obtained pursuant to this Section to Customer. 7.1.2 Health and Safety. Provider shall take all reasonably necessary safety precautions in performing this Agreement and shall comply in all material respects with all Applicable Laws pertaining to the safety of persons and real and personal property. 18 7.1.3 Removal of Liens. Provider shall not directly or indirectly cause, create, incur, assume or suffer to exist any mortgage, pledge, lien (including mechanics’, laborers’ or materialmen’s liens), charge, security interest, encumbrance or claim of any nature (“Liens”) on or with respect to the Site or any interest therein; provided that this Section 7.1.3 shall not limit Liens on the System. If Provider breaches its obligations under this Section, it shall immediately notify Customer in writing, shall promptly cause such Lien to be discharged and released of record without cost to Customer, and shall defend and indemnify Customer against all costs and expenses (including reasonable attorneys’ fees and court costs at trial and on appeal) incurred in discharging and releasing such Lien. 7.1.4 Provider Records. Provider shall keep complete and accurate records of its operations hereunder and shall maintain such data as may be necessary to determine with reasonable accuracy any item relevant to this Agreement. Customer has the right to examine all such records insofar as may be necessary for the purpose of ascertaining the reasonableness and accuracy of any statements of costs relating to transactions hereunder. 7.2 Customer’s Covenants. Customer covenants and agrees as follows: 7.2.1 Health and Safety. Customer shall at all times maintain the areas of the Site consistent with all Applicable Laws pertaining to the health and safety of persons and property. 7.2.2 Security. Customer shall provide and take reasonable measures for security of the System, including commercially reasonable monitoring of the Site’s alarms, if any. 7.2.3 Notice of Damage. Customer shall promptly notify Provider of any matters of which it becomes aware pertaining to any damage to or loss of the use of the System or that could reasonably be expected to adversely affect the System. 7.2.4 Liens. Customer shall not directly or indirectly cause, create, incur, assume or suffer to exist any Liens on or with respect to the System or any interest therein. Customer also shall pay promptly any taxes, charges or fees of whatever type of any relevant Governmental Authority for which Customer is responsible under Section 6.2 before a fine or penalty may attach to the System. If Customer breaches its obligations under this Section, it shall immediately notify Provider in writing, and shall promptly cause such Lien on or with respect to the System (including if such arises in favor of any third party claiming through Customer, such as a lender, mortgagee or encumbrancer of real property) to be removed, discharged and released of record without cost to Provider, and shall defend, indemnify and hold Provider harmless against all costs and expenses (including reasonable attorneys’ fees and court costs at trial and on appeal) incurred in removing, discharging and releasing such Lien. 7.2.5 Consents and Approvals. Customer shall obtain and maintain, and secure and deliver to Provider copies of, all consents, approvals, permits, licenses, and authorizations (or evidence that the project—including the System, and the work and Solar Services described in this Agreement—is exempt from the regulatory jurisdiction of local agencies (including zoning, building, and land-use requirements) or that all required local agency approvals 19 and permits have been obtained) relating to the performance of Customer’s obligations and the rights granted by Customer hereunder, and that are required by the terms, conditions or provisions of any restriction or any agreement or instrument or statute to which Customer is a party or by which Customer is bound, including completing applications for interconnection with Customer’s local electric utility. Customer shall use best efforts to assist Provider in fulfilling Provider’s responsibilities under Section 7.1.1. In addition, as a condition precedent to the effectiveness of this Agreement, Customer covenants that it has obtained all discretionary and other approvals required in connection with the project from its governing board and all applicable Government Authorities and that such board or Governmental Authority complied with the California Environmental Quality Act; or, if no other discretionary approvals were required, such board or Governmental Authority approved this Agreement before it was executed. 7.2.6 Maintenance of Interconnection. Customer shall ensure that all of the facilities to which the Energy is delivered, or with respect to which the Storage Services are provided, hereunder remain interconnected to the electrical grid during the entire Term or Storage Services Term, as applicable, except as permitted under Section 4.5 and Section 9. 7.2.7 Solar Access. Customer shall ensure that the PV System remains free of overshadowing or other blocked access to sunlight during the Term, and it is acknowledged and agreed by the Parties that the foregoing is a material obligation of the Customer for the purposes of this Agreement. Customer will use best efforts to secure a solar easement for the Site to prevent other buildings, structures or flora from overshadowing or otherwise blocking access of the sunlight to the System. Provider shall provide assistance to Customer in seeking a solar easement; however, Customer shall bear all costs and expenses related to obtaining any such easement. 7.2.8 Customer Records. Customer shall keep complete and accurate records of its operations hereunder and shall maintain such data as may be necessary to determine with reasonable accuracy any item relevant to this Agreement. Provider shall have the right to examine all such records insofar as may be necessary for the purpose of ascertaining the reasonableness and accuracy of any statements of costs relating to transactions hereunder. 7.2.9 Utility Account Information. Customer shall authorize Provider to have full access to Customer’s electric utility billing and account information as necessary to measure and validate the Actual Demand Savings provided by the ESS. 8. Insurance Requirements. 8.1 Provider’s General Liability Insurance. Provider shall maintain, at its sole expense, commercial general liability insurance, including products and completed operations and personal injury insurance, in a minimum amount of one million dollars ($1,000,000) per occurrence and in the aggregate, endorsed to provide contractual liability in said amount, specifically covering Provider’s obligations under this Agreement and naming Customer as an additional insured. The minimum coverage amount of $1,000,000 per occurrence and in the aggregate may be satisfied by a combination of a general liability policy and an excess/umbrella liability policy. 20 Provider, if it has employees, shall also maintain at all times during the term of this Agreement workers’ compensation insurance coverage in accordance with the applicable requirements of federal and state law. Within thirty (30) days after execution of this Agreement and upon Customer’s request annually thereafter, Provider shall deliver to Customer certificates of insurance evidencing such coverage, which shall specify that Customer shall be given at least thirty (30) days’ prior written notice by the applicable insurer in the event of any material modification, cancellation or termination of coverage, except ten (10) days for non- payment of premium. Such insurance shall be primary coverage without right of contribution from any insurance of Customer. 8.2 Customer’s Insurance. Customer shall provide and maintain “all-risk” property insurance covering the buildings on which the System is located during all periods (construction and operation) that Provider is the beneficial owner of the System, and naming Provider or its assignee as the loss payee. The System shall be insured for not less than its Termination Value. All such policies shall be with financially sound and reputable insurance companies that have an (i) A.M. Best rating of A+ and a financial strength category of “XII” or higher, (ii) a Standard & Poor’s financial strength rating of A+ or higher, or (iii) are otherwise reasonably satisfactory to the Provider or its assignee; and such policies shall be on terms that are reasonably satisfactory to the Provider or its assignee. Within thirty (30) days after execution of this Agreement and upon Provider’s request annually thereafter, Customer shall deliver to Provider certificates of insurance evidencing such coverage, which shall specify that Provider shall be given at least thirty (30) days’ prior written notice (10 days’ notice for cancellation due to nonpayment of premiums) by the applicable insurer in the event of any material modification, cancellation or termination of coverage. Such insurance shall be primary coverage without right of contribution from any insurance of Provider. Notwithstanding the foregoing, Customer shall be entitled to self- insure all of its insurance requirements under this Agreement. 9. Force Majeure Events. If either Party is prevented from or delayed in performing any of its obligations under this Agreement by reason of a Force Majeure Event, such Party shall notify the other Party in writing as soon as practicable after the onset of such Force Majeure Event and shall be excused from the performance of its obligations under this Agreement to the extent that such Force Majeure Event interferes with such performance. The Party whose performance under this Agreement is prevented or delayed as the result of a Force Majeure Event shall use reasonable efforts to remedy its inability to perform. If a Party’s failure to perform its obligations under this Agreement is due to a Force Majeure Event, then such failure shall not be deemed a Provider Default or a Customer Default, as the case may be. In case a Force Majeure Event continues for at least one (1) year with respect to the System, then either Party may terminate this Agreement by written notice to the other. 21 10. Term; Customer Options; Termination. 10.1 Term. The term of this Agreement shall commence on the Effective Date and shall expire on the date that is twenty-five (25) years after the Commercial Operation Date (the “Expiration Date”), unless and until terminated earlier pursuant to Sections 3.1, 3.2, 3.3, 9, 10.2.3, 10.6 or 12 (the date of any such termination, the “Termination Date”, and the “Term” being such period of time commencing on the Effective Date and ending on the earlier of (i) the Termination Date, and (ii) the Expiration Date). Notwithstanding the foregoing, the Storage Services Provisions of this Agreement shall only be in effect during the Storage Services Term. 10.2 Customer Options Upon Cessation of Business Operations at Site. If, prior to the end of the Term, Customer ceases to conduct business operations at the Site, vacates the Site, or is prevented from allowing operation of the System on the Site: 10.2.1 Substitute Site. So long as Customer’s exercise of its rights under this Section 10.2.1 does not impair or reduce any Environmental Financial Incentives that may be available to the Provider, or otherwise have an adverse tax effect on Provider, or in the Provider’s sole discretion and determination, impair Provider’s ability to meet any and all obligations in connection with a Financing Party or a prospective financing transaction, Customer shall have the right to provide Provider with a mutually agreeable substitute Site located within the same utility district, subject to requisite governing agency approvals, to relocate the System, which agreement shall not be unreasonably withheld, or, if not available, in a location with similar solar insolation, utility rates, Environmental Attributes and Environmental Financial Incentives. Any such alternate Site shall have a similar demand charge profile as the Site. If such alternate Site is available and is acceptable to Provider, this Agreement shall be amended to delete the prior Site and add the new Site, but otherwise this Agreement shall remain in full force in accordance with its terms and shall not be deemed otherwise amended. Customer shall pay the reasonable costs arising in connection with the relocation(s) of the System, including removal costs, installation costs, any applicable interconnection fees, costs related to obtaining a site license or lease at the substitute site, other costs of deployment at the substitute Site, and amounts lost that would otherwise be payable under this Agreement due to such relocation(s) to Provider based on (i) delivered Energy averaged over the prior twelve months for the System and (ii) if during the Storage Services Term, all Storage Services Fees for any Monthly Periods during which the ESS is not operational due to such relocation(s). 10.2.2 Move and Pay Option. So long as such event does not impair or reduce any Environmental Attributes or Environmental Financial Incentives, Customer may elect to pay or guarantee the payment of the remaining monthly amounts due under this Agreement to Provider, and cause the System to be kept in operation at the Site, in each case through the remainder of the Term. 10.2.3 Termination and Payment of Termination Value. If, beginning in the sixth year following the Commercial Operation Date, a substitute Site cannot be located in 22 accordance with Section 10.2.1 with respect to the System and Customer elects not to avail itself of the provisions of Section 10.2.2 with respect to the System, then Customer shall so notify Provider, Provider shall remove the System (at Customer’s sole cost and expense) and Customer shall pay to Provider the then-applicable Termination Value specified in Column A of Schedule D as liquidated damages, whereupon this Agreement shall terminate. The Parties agree that actual damages to Provider if this Agreement is terminated as contemplated in this Section 10.2 would be difficult to ascertain, and the applicable Termination Value is a reasonable approximation of the damages suffered by Provider as a result of early termination of this Agreement. 10.3 Customer Options Upon Expiration of Term. 10.3.1 Extension of Term. Upon prior written notice to Provider at least one-hundred eighty (180) days prior to the Expiration Date, Customer has the option to renew the term of this Agreement with respect to the PV System and Solar Services for one (1) additional three (3)-year period at the Renewal Rate. 10.3.2 Purchase of PV System. If Customer has not elected to renew the term of this Agreement in accordance with Section 10.3.1, Customer may purchase the PV System by providing Provider written notice of its intent to purchase the PV System no later than one- hundred and eighty (180) days prior to the Expiration Date, and paying Provider the Fair Market Value thereof no later than the relevant Expiration Date. The “Fair Market Value” of the PV System shall be the value determined by the mutual agreement of Customer and Provider within ten (10) days after receipt by Provider of Customer’s notice of its election to purchase the PV System. If Customer and Provider cannot mutually agree to a Fair Market Value, then the Parties shall jointly select a nationally recognized independent appraiser with whom the parties have discussed methods and assumptions, with experience and expertise in the solar photovoltaic industry to value such equipment. Such appraiser shall act reasonably and in good faith to determine the Fair Market Value and shall set forth such determination in a written opinion delivered to the Parties. The valuation made by the appraiser shall be binding on the Parties in the absence of fraud or manifest error. The costs of the appraisal shall be borne by the Parties equally. To the extent transferable, the remaining period, if any, on all warranties for the PV System will be transferred from Provider to Customer. If the Parties are unable to agree on the selection of an appraiser, such appraiser shall be jointly selected by the appraiser firm proposed by the Customer and the appraiser firm proposed by the Provider. Upon receipt by Provider of payment of the Fair Market Value, title to the PV System as well as available Environmental Attributes and Environmental Financial Incentives from the PV System shall transfer to Customer as-is, where- is. 10.3.3 Return of PV System. If at the end of a Term, or an Extension of Term pursuant to Section 10.3.1, Customer does not exercise any of the options described in Sections 10.3.1 and 10.3.2, Provider shall remove all of its tangible property comprising the PV System from the Site by a mutually convenient date but in no case later than one hundred eighty (180) days after the Expiration Date with respect to the PV System. The cost to remove the PV System shall be borne by the Provider. The portion of the Site on which the PV System was installed shall be returned to its original condition, except for ordinary wear and tear, and Provider shall leave the portion of the Site on which the System was installed in neat and clean order. 23 10.3.4 Extension of Storage Services Term. Upon prior written notice to Provider at least one-hundred eighty (180) days prior to the end of the Storage Services Term, Parties may mutually agree to extend the Storage Services Term with respect to the ESS and the Storage Services for one (1) additional five (5)-year period at the ESS Renewal Rate. 10.3.5 Purchase of ESS. If Customer has not elected to renew the Storage Services Term in accordance with Section 10.3.4, Customer shall have the option to purchase the ESS by providing Provider written notice of its intent to purchase the ESS no later than one- hundred and eighty (180) days prior to the end of the Storage Services Term, and paying Provider the ESS Fair Market Value thereof no later than the Expiration Date. The “ESS Fair Market Value” of the ESS shall be the value determined by the mutual agreement of Customer and Provider within ten (10) days after receipt by Provider of Customer’s notice of its election to purchase the ESS. If Customer and Provider cannot mutually agree to an ESS Fair Market Value, then the Parties shall jointly select a nationally recognized independent appraiser with whom the parties have discussed methods and assumptions, with experience and expertise in the solar photovoltaic and energy storage industry to value such equipment. Such appraiser shall act reasonably and in good faith to determine the ESS Fair Market Value and shall set forth such determination in a written opinion delivered to the Parties. The valuation made by the appraiser shall be binding on the Parties in the absence of fraud or manifest error. The costs of the appraisal shall be borne by the Parties equally. To the extent transferable, the remaining period, if any, on all warranties for the ESS will be transferred from Provider to Customer at Customer’s sole expense. If the Parties are unable to agree on the selection of an appraiser, such appraiser shall be jointly selected by the appraiser firm proposed by the Customer and the appraiser firm proposed by the Provider. Upon receipt by Provider of payment of the ESS Fair Market Value, title to the ESS as well as available Environmental Financial Incentives from the ESS shall transfer to Customer as-is, where-is. 10.3.6 Return of the ESS. If at the end of Storage Services Term, or an extension thereof pursuant to Section 10.3.4, Customer does not exercise any of the options described in Sections 10.3.4 and 10.3.5, Provider shall remove all of its tangible property comprising the ESS from the Site by a mutually convenient date but in no case later than one hundred eighty (180) days after the expiration of the Storage Services Term. The cost to remove the ESS shall be borne by the Provider. The portion of the Site on which the ESS was installed shall be returned to its original condition, except for ordinary wear and tear, and Provider shall leave the portion of the Site on which the System was installed in neat and clean order. 10.3.7 Amended and Restated Agreement. At the end of the Storage Services Term, Customer agrees that it shall reasonably cooperate with a request from Provider to amend, or amend and restate this Agreement to remove all provisions applicable to the Storage Services and the ESS; provided, that the foregoing undertaking shall not obligate Customer to materially change any rights or benefits, or materially increase any burdens, liabilities or obligations of Customer, under this Agreement. 10.4 Customer Purchase Options Prior to Expiration Date. 10.4.1 On the later to occur of the sixth (6th) anniversary of the Commercial Operation Date and the Storage Services Commencement Date, provided that no Customer Default shall have occurred and be continuing beyond any applicable period of cure, Customer may elect to purchase all, but not less than all, of the 24 System (including both the ESS and the PV System). If Customer elects to so purchase the System, the purchase price shall be the higher of the then Fair Market Value of the System (calculated in accordance with the definition of Fair Market Value set forth in Section 10.3.2 for the PV System and the ESS Fair Market Value set forth in Section 10.3.5, and such determination to be at Customer’s sole cost and expense), or the then-current Termination Value specified in Column A of Schedule D. Not less than one-hundred-and-eighty (180) days prior to the exercise of the purchase option for the System, Customer shall provide written notice to Provider of Customer’s exercise thereof. Upon the exercise of the foregoing purchase option plus receipt of the Value as determined in Section 10.4 above and all other amounts then owing by Customer to Provider, the Parties will execute all documents necessary to cause title to the System to pass to Customer as-is, where- is; provided, however, that Provider shall remove any encumbrances placed on the System by Provider at Customer’s expense. 10.4.2 On the later to occur of the fifteenth (15th) anniversary of the Commercial Operation Date and the Storage Services Commencement Date, provided that no Customer Default shall have occurred and be continuing beyond any applicable period of cure, Customer may elect to purchase the PV System. If Customer elects to so purchase the PV System, the purchase price shall be the higher of the then Fair Market Value of the PV System (calculated in accordance with the definition of “Fair Market Value” set forth in Section 10.3.2 for the PV System, and such determination to be at Customer’s sole cost and expense), and the amount specified in Column A of Schedule D. Not less than one-hundred-and-eighty (180) days prior to the exercise of the purchase option for the PV System, Customer shall provide written notice to Provider of Customer’s exercise thereof. Upon the exercise of the foregoing purchase option plus receipt of the Fair Market Value and all other amounts then owing by Customer to Provider, the Parties will execute all documents necessary to cause title to the PV System to pass to Customer as-is, where-is; provided, however, that Provider shall remove any encumbrances placed on the PV System by Provider at Customer’s expense. 10.5 Payment of Termination Value on Termination Date. In the event that the Termination Date has occurred for reasons other than pursuant to Sections 3.1.2., 10.6 or 12.1.1, Customer shall be required to pay to Provider the then-applicable Termination Value specified in Column A of Schedule D as liquidated damages. The Parties agree that actual damages to Provider in the event this Agreement terminates prior to the expiration of the Term for causes attributable to Customer would be difficult to ascertain, and the applicable Termination Value is a reasonable approximation of the damages suffered by Provider as a result of early termination of this Agreement. 10.6 Provider Termination. Provider shall have the right, in Provider’s sole and absolute discretion, to terminate this Agreement upon written notice if any of the following occurs: 25 10.6.1 at any time until construction of the System commences Provider determines in its sole discretion that it is unable to install the System at the Site; 10.6.2 if the occurrence of an unstayed order of a court or administrative agency has the effect of subjecting the sales of the Energy or the Storage Services to federal or state regulation of the prices therefor and/or the delivery of the service; 10.6.3 the elimination or alteration of one or more Environmental Financial Incentives or other change in law that results in a material adverse economic impact on Provider; or 10.6.4 if the annual direct beam solar resource availability at the Site is less than or equal to 90% of historical averages as measured by long-term weather data (minimum of five (5) years) collected at the Site and/or other reliable calibrated and appropriate weather station representative of the Site. In the event of a Provider termination under this Section 10.6, Provider shall remove all of its tangible property comprising the System from the Site by a mutually convenient date but in no case later than one hundred eighty (180) days after the Termination Date. The cost to remove the System shall be borne by the Provider. The portion of the Site on which the System was installed shall be returned to its original condition, except for ordinary wear and tear, and Provider shall leave the portion of the Site on which the System was installed in neat and clean order. 11. Defaults. 11.1 Customer Default. The occurrence at any time of any of the following events shall constitute a “Customer Default”: 11.1.1 Failure to Pay. The failure of Customer to pay during the Term any amounts owing to Provider on or before the date on which such amounts are due and payable under the terms of this Agreement and Customer’s failure to cure such failure within fifteen (15) days after Customer receives written notice of each such failure from Provider; 11.1.2 Failure to Maintain Phone/Data Line. Unless due to a Force Majeure Event excused by Section 9, the failure of Customer to maintain and grant Provider access to the phone and other communications lines required to be maintained pursuant to Section 4.1.3 and Customer’s failure to cure such failure within twenty (20) business days after Customer receives written notice of such failure from Provider; provided that in any event if such failure shall continue for at least five (5) days after notice to Customer and shall result in lost revenue to Provider, Provider shall be entitled to reasonably estimate the amount of revenue that would have been obtained and shall invoice Customer therefor; 11.1.3 Failure to Perform Other Obligations. Unless due to (i) a Force Majeure Event excused by Section 9, or (ii) a breach of paragraph 2 of Section 2 (License), the failure of Customer to perform or cause to be performed any other material obligation required to 26 be performed by Customer under this Agreement, or the failure of any representation, covenant, or warranty set forth herein to be true and correct as and when made; provided, however, that if such failure by its nature can be cured, then Customer shall have a period of thirty (30) business days after receipt of written notice from Provider of such failure to Customer to cure the same and a Customer Default shall not be deemed to exist during such period; provided, further, that if Customer commences to cure such failure during such period and is diligently and in good faith attempting to effect such cure, said period shall be extended for one hundred twenty (120) additional days; 11.1.4 Bankruptcy, Etc. (a) Customer admits in writing its inability to pay its debts generally as they become due; (b) Customer files a petition or answer seeking reorganization or arrangement under the federal bankruptcy laws or any other applicable law or statute of the United States of America or any State, district or territory thereof; (c) Customer makes an assignment for the benefit of creditors; (d) Customer consents to the appointment of a receiver of the whole or any substantial part of its assets; (e) Customer has a petition in bankruptcy filed against it, and such petition is not dismissed within ninety (90) days after the filing thereof; (f) a court of competent jurisdiction enters an order, judgment, or decree appointing a receiver of the whole or any substantial part of Customer’s assets, and such order, judgment or decree is not vacated or set aside or stayed within ninety (90) days from the date of entry thereof; or (g) under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of the whole or any substantial part of Customer’s assets and such custody or control is not terminated or stayed within ninety (90) days from the date of assumption of such custody or control; or 11.1.5 Failure of Site Access. A breach by Customer of the License occurs and Customer fails to cure such breach within five (5) days after Customer receives written notice of such breach from Provider. 11.2 Provider Default. The occurrence at any time of the following event shall constitute a “Provider Default”: 11.2.1 Failure to Perform Obligations. Unless due to a Force Majeure Event excused by Section 9, the failure of Provider to perform or cause to be performed any obligation required to be performed by Provider under this Agreement or the failure of any representation and warranty set forth herein to be true and correct as and when made; provided, however, that if such failure by its nature can be cured, then Provider shall have a period of thirty (30) business days after receipt of written notice from Customer of such failure to Provider to cure the same and a Provider Default shall not be deemed to exist during such period; provided, further, that if Provider commences to cure such failure during such period and is diligently and in good faith attempting to effect such cure, said period shall be extended for one-hundred twenty (120) additional days; or 11.2.2 Bankruptcy, Etc. (a) Provider admits in writing its inability to pay its debts generally as they become due; (b) Provider files a petition or answer seeking reorganization or arrangement under the federal bankruptcy laws or any other applicable law or statute of the United States of America or any State, district or territory thereof; (c) Provider makes 27 an assignment for the benefit of creditors; (d) Provider consents to the appointment of a receiver of the whole or any substantial part of its assets; (e) Provider has a petition in bankruptcy filed against it, and such petition is not dismissed within ninety (90) days after the filing thereof; (f) a court of competent jurisdiction enters an order, judgment, or decree appointing a receiver of the whole or any substantial part of Provider’s assets, and such order, judgment or decree is not vacated or set aside or stayed within ninety (90) days from the date of entry thereof; or (g) under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of the whole or any substantial part of Provider’s assets and such custody or control is not terminated or stayed within ninety (90) days from the date of assumption of such custody or control. 12. Remedies Following Default. 12.1 Customer’s Remedies Upon Occurrence of a Provider Default. 12.1.1 Termination. If a Provider Default has occurred and is continuing, then Customer may terminate this Agreement by providing written notice to Provider thereof, and this Agreement shall terminate and be of no further force or effect as of the date of the notice according to Section 14.1. 12.1.2 Other Rights and Remedies. If any Provider Default described under Section 11.2 has occurred and Customer has terminated this Agreement as a result thereof in accordance with the terms of Section 12.1.1 above, then, subject to Section 12.3, Provider shall pay to Customer an amount not to exceed the then-present value (discounted at the prevailing prime rate of interest as published in The Wall Street Journal on the day preceding the date of determination) of (a) the cash flows equal to the product of (i) the positive difference, if any, of the price per kWh for commercially available, utility-provided energy in the applicable market(s) (which shall not include related charges such as delivery, service, distribution, or taxes) minus the kWh Rate of Energy hereunder (as such kWh Rate would have been escalated over time pursuant to the terms hereof) hereof, multiplied by (ii) the number of days remaining in the term of this Agreement had it not been terminated times the expected daily number of kWh of Energy to be delivered under this Agreement, calculated by dividing the Estimated Year 1 Production set forth in Schedule B, adjusted for as -built System, by 365. Provider’s payment to Customer of the amounts set forth in this Section 12.1.2 shall not in any way limit the other remedies at law or in equity that Customer may pursue as damages for Provider’s breach of this Agreement; provided, however, that such damages pursued by Customer are subject to the limitation provisions of Sections 12.3 and 12.5. 12.2 Provider’s Remedies Upon Customer Default. In addition to any other remedies available under this Agreement or at law, if a Customer Default has occurred and is continuing, then Provider may terminate this Agreement by providing written notice to Customer thereof, and this Agreement shall terminate and be of no further force or effect as of the date of the notice according to Section 14.1 and Provider shall have the right to (a) cause Customer to pay (and Customer shall have the obligation to pay to Provider) the applicable Termination Value set forth in Column A of Schedule D and (b) enter onto the Site and remove the System in accordance with the last sentence of Section 10.2.3. 28 12.3 No Consequential Damages. Nothing in this Agreement is intended to cause either Party to be, and neither Party shall be, liable to the other Party for any lost business, lost profits or revenues from others or other special or consequential damages, all claims for which are hereby irrevocably waived by Customer and Provider. Notwithstanding the foregoing, none of the payments for the Energy or any other amount specified as payable by Customer to Provider under the terms of this Agreement upon the termination of this Agreement shall be deemed consequential damages 12.4 Effect of Termination of Agreement. Upon the Termination Date or the Expiration Date, as applicable, any amounts then owing by a Party to the other Party shall become immediately due and payable and the then future obligations of Customer and Provider under this Agreement shall be terminated (other than the indemnity obligations set forth in Section 13). Such termination shall not relieve either Party from obligations accrued prior to the effective date of termination or expiration. 12.5 Limitation of Liability. THE TOTAL LIABILITY OF A PARTY TO THE OTHER PARTY FOR ALL CLAIMS OR SUITS OF ANY KIND, WHETHER BASED UPON THIS AGREEMENT, TORT (INCLUDING NEGLIGENCE BUT EXCLUDING THIRD PARTY TORT CLAIMS FOR PERSONAL INJURY OR PROPERTY DAMAGE ARISING FROM THE PERFORMANCE OF THIS AGREEMENT), WARRANTY, STTRICT LIABILITY OR OTHERWISE, FOR ANY LOSSES, DAMAGES, COSTS OR EXPENSES OF ANY KIND WHATSOEVER ARISING OUT OF, RESULTING FROM OR RELATED TO THE PERFORMANCE OR BREACH OF THIS AGREEMENT SHALL, UNDER NO CIRCUMSTANCES, EXCEED $1,559,698, PROVIDED THAT THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO (A) LIABILITY FOR FRAUD OR WILLFUL MISCONDUCT OF ANY PERSON; (B) LIABILITY UNDER THE INDEMNIFICATION PROVISIONS OF THIS AGREEMENT FOR CLAIMS OF THIRD PARTIES FOR PERSONAL INJURY OR PROPERTY DAMAGE ARISING FROM THIS AGREEMENT; OR (C) PAYMENT OF THE KWH RATE. THE LIMITATION OF LIABILITY PROVIDED FOR HEREIN SHALL NOT BE USED TO LIMIT OR REDUCE ANY AVAILABLE INSURANCE. 13. Indemnification. 13.1 Indemnification by Provider. Provider shall fully indemnify, save harmless and defend Customer from and against any and all costs, claims, and expenses incurred by Customer in connection with or arising from any claim by a third party for physical damage to or physical destruction of property, or death of or bodily injury to any Person, but only to the extent caused by (a) the negligence or willful misconduct of Provider or its agents or employees or others under Provider’s control in performing this Agreement, and 29 (b) a Provider Default under this Agreement; provided, however, that nothing in this Section 13.1 is intended to modify the limitation of Provider’s liability set forth in Section 12.3 above; provided further that to the extent Customer recovers such damages, losses and expenses under any insurance policy, Customer shall reimburse any payment made by Provider under this indemnity. 13.2 Indemnification by Customer. Without limiting the provisions of Section 8, Customer shall fully indemnify, save harmless and defend Provider or its assignees and successors from and against any and all costs, claims, and expenses incurred by Provider in connection with or arising from any claim by a third party for physical damage to or physical destruction of property, or death of or bodily injury to any Person, but only to the extent caused by (a) the negligence or willful misconduct of Customer or its agents or employees or others under Customer’s control at the Site or (b) a Customer Default hereunder; provided, however, that nothing in this Section 13.2 is intended to modify the limitation of Customer’s liability set forth in Section 12.3 above; provided further that to the extent Provider recovers such damages, losses and expenses under any insurance policy, Provider shall reimburse any payment made by Customer under this indemnity. 13.3 Notice of Claims. Any Party seeking indemnification hereunder (the “Indemnified Party”) shall deliver to the other Party (the “Indemnifying Party”) a 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 after the Indemnified Party receives notice that an action at law or a suit in equity has commenced; provided, however, that failure to deliver the Claim Notice as aforesaid shall not relieve the Indemnifying Party of its obligations under this Section 13, except to the extent that such Indemnifying Party has been prejudiced by such failure. 13.4 Defense of Action. If requested by an 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 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 Section 13 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 30 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. 13.5 Survival of Provisions. The provisions of this Section 13 shall survive the expiration or termination of this Agreement. 14. Miscellaneous Provisions. 14.1 Notices. All notices, communications and waivers under this Agreement shall be in writing and shall be (a) delivered in person or (b) mailed, postage prepaid, either by registered or certified mail, return receipt requested or (c) sent by reputable overnight express courier, addressed in each case to the addresses set forth below, or to any other address either of the parties to this Agreement shall designate in a written notice to the other Party: If to Provider: Solar Star Co Co 1, LLC c/o SunPower Corporation 1414 Harbour Way South, Suite 1901 Richmond, CA 94804 Attention: Julie Williamson, Project Administration Phone:510-540-0550 Fax:510-540-0552 If to Customer: Contra Costa County Public Works Dept. Capital Projects Management Division Attn: Energy Manager 40 Muir Road Martinez, CA 94553Phone: 925-313-2000 Fax: 925-313-2333 All notices sent pursuant to the terms of this Section 14.1 shall be deemed received (i) if personally delivered, then on the date of delivery, (ii) if sent by reputable overnight, express courier, then on the next business day immediately following the day sent, or (iii) if sent by registered or certified mail, then on the earlier of the third (3rd) business day following the day sent or when actually received. 31 14.2 Authority. 14.2.1 Provider Representations. Provider hereby represents and warrants that: (a) It is a Delaware limited liability company duly organized, validly existing and in good standing under the laws of the state of its formation and has all requisite limited liability company power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby; (b) The execution and delivery of this Agreement and the performance of its obligations hereunder have been duly authorized by all necessary limited liability company action; (c) This Agreement is a legal, valid and binding obligation of Provider enforceable against Provider in accordance with its terms, subject to the qualification, however, that the enforcement of the rights and remedies herein is subject to (i) bankruptcy and other similar laws of general application affecting rights and remedies of creditors and (ii) the application of general principles of equity (regardless of whether considered in a proceeding in equity or at law); (d) To the best knowledge of Provider, as of the date of execution hereof, no governmental approval (other than any governmental approvals that have been previously obtained or disclosed in writing to Customer) is required in connection with the due authorization, execution and delivery of this Agreement by Provider or the performance by Provider of its obligations hereunder which Provider has reason to believe that it will be unable to obtain in due course on or before the date required for Provider to perform such obligations; and (e) Neither the execution and delivery of this Agreement by Provider nor compliance by Provider with any of the terms and provisions hereof (i) conflicts with, breaches or contravenes the provisions of the articles of formation or operating agreement of Provider or any contractual obligation of Provider or (ii) results in a condition or event that constitutes (or that, upon notice or lapse of time or both, would constitute) an event of default under any material contractual obligation of Provider. 14.2.2 Customer Representations. Customer hereby represents and warrants that: 32 (a) It is a political subdivision of the State of California, validly existing and in good standing under the laws of the state of its formation and has all requisite power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby; (b) The execution and delivery of this Agreement and the performance of its obligations hereunder have been duly authorized by all necessary governmental action; (c) This Agreement is a legal, valid and binding obligation of Customer enforceable against Customer in accordance with its terms, subject to the qualification, however, that the enforcement of the rights and remedies herein is subject to (i) bankruptcy and other similar laws of general application affecting rights and remedies of creditors and (ii) the application of general principles of equity (regardless of whether considered in a proceeding in equity or at law); (d) No governmental approval (other than any governmental approvals which have been previously obtained or disclosed in writing to Provider) is required in connection with the due authorization, execution and delivery of this Agreement by Customer or the performance by Customer of its obligations hereunder which Customer has reason to believe that it will be unable to obtain in due course; (e) Neither the execution and delivery of this Agreement by Customer nor compliance by Customer with any of the terms and provisions of this Agreement results in a condition or event that constitutes (or that, upon notice or lapse of time or both, would constitute) an event of default under any contractual obligation of Customer; (f) Customer has not entered into any contracts or agreements with any other person regarding the provision of the services at the Site contemplated to be provided by Provider under this Agreement; and (g) None of the electricity to be generated by the Provider will be used to generate energy for the purpose of heating a swimming pool. 14.3 Assignment 14.3.1 Provider Assignment. 33 Provider may assign this Agreement upon written notice thereof to Customer, provided that any such assignment shall be to an assignee capable of performing Provider’s obligations hereunder. Provider may, without any consent of Customer, sell, transfer, assign or pledge (or grant security interests in) its rights, title and interest in this Agreement, and/or any monies due under this Agreement to a Financing Party, in connection with any financing for the ownership, acquisition, construction, operation or use of the System. 14.3.2 Customer Assignment. Customer shall not assign all or any part of this Agreement to any entity other than an affiliate of Customer without the prior written consent of the Provider, which shall not be unreasonably withheld. Customer may not assign this Agreement to any Person, including an affiliate, with a credit rating lower than that of Customer without providing matching credit support in the form of cash, letter(s) of credit, or other security reasonably acceptable to Provider. Any assignment by the Customer not permitted under this Section 14.3 shall be void ab initio. In the event that Customer decides to sell or otherwise transfer the Site or a portion thereof upon which the System is located, Customer may (i) with Provider’s prior written consent, which will not be unreasonably withheld or delayed, assign this Agreement to the Site purchaser who shall assume all of Customer’s obligations under this Agreement and Provider shall release Customer from any further liability associated with this Agreement, or (ii) terminate this Agreement by paying Provider the Termination Value applicable to the date of termination. Upon payment of the Termination Value, the Parties will execute all documents necessary to cause title to the System to pass to Customer as-is, where-is. The Customer does not have the present intention of making any transfer of the Site or that portion of the Site on which the System is located; provided, however, nothing herein shall prohibit Customer from making any transfer of the Site or any portion thereof on which System is located, subject to the provisions set forth above. 14.4 Successors and Assigns. The rights, powers and remedies of each Party shall inure to the benefit of such party and its successors and permitted assigns. 14.5 Entire Agreement. This Agreement (including all exhibits and schedules attached hereto) represent the entire agreement between the parties to this Agreement with respect to the subject matter hereof and thereof and supersede all prior and contemporaneous oral and prior written agreements. 34 14.6 Amendments to Agreement. This Agreement shall not be amended, modified or supplemented without the written agreement of Provider and Customer at the time of such amendment, modification or supplement. 14.7 Waivers; Approvals. No waiver of any provision of this Agreement shall be effective unless set forth in writing signed by the Party making such waiver, and any such waiver shall be effective only to the extent it is set forth in such writing. Failure by a Party to insist upon full and prompt performance of any provision of this Agreement, or to take action in the event of any breach of any such provisions or upon the occurrence of any Provider Default or Customer Default, as applicable, shall not constitute a waiver of any rights of such Party, and, subject to the notice requirements of this Agreement, such Party may at any time after such failure exercise all rights and remedies available under this Agreement with respect to such Provider Default or Customer Default. Receipt by a Party of any instrument or document shall not constitute or be deemed to be an approval of such instrument or document. Any approvals required under this Agreement must be in writing, signed by the Party whose approval is being sought. 14.8 Partial Invalidity. In the event that any provision of this Agreement is deemed to be invalid by reason of the operation of Applicable Law, Provider and Customer shall negotiate an equitable adjustment in the provisions of the same in order to effect, to the maximum extent permitted by law, the purpose of this Agreement (and in the event that Provider and Customer cannot agree then such provisions shall be severed from this Agreement) and the validity and enforceability of the remaining provisions, or portions or applications thereof, shall not be affected by such adjustment and shall remain in full force and effect. 14.9 Execution in Counterparts. This Agreement may be executed in counterparts, and all said counterparts when taken together shall constitute one and the same Agreement. 14.10 Governing Law; Jurisdiction; Forum. This Agreement shall be governed by and construed in accordance with the internal laws of the State of California. Customer irrevocably agrees that any action, suit or proceeding by or among Provider and Customer may be brought in whichever of the Superior Courts of the State of California, Alameda County, or the Federal Court for the Northern District of California, has subject matter jurisdiction over the dispute and waives any objection that Customer may now or hereafter have regarding the choice of forum whether on personal jurisdiction, venue, forum non conveniens or on any other ground. Customer irrevocably consents to the service 35 of process outside of the territorial jurisdiction of such courts by mailing copies thereof by registered or certified mail, postage prepaid, to Customer’s address set forth herein with the same effect as if Customer were a resident of the State of California and had been lawfully served in such state. Nothing in this Agreement shall affect the right to service of process in any other manner permitted by law. 14.11 Attorneys’ Fees. If any action shall be instituted between Customer and Provider in connection with this Agreement, the Party prevailing in such action shall be entitled to recover from the other Party all of its reasonable costs and expenses incurred in connection with such action by arbitration or other legal proceeding, including reasonable attorneys’ fees. 14.12 No Third Party Rights. This Agreement is only for the benefit of the parties to this Agreement, their successors and permitted assigns (including any lender or lessor of Provider) and Persons expressly benefited by the indemnity provisions of this Agreement. No other Person (including, without limitation, tenants of the Site) shall be entitled to rely on any matter set forth in, or shall have any rights on account of the performance or non-performance by any Party of its obligations under, this Agreement. 14.13 Treatment of Additional Amounts. The Parties hereto acknowledge and agree that Customer’s payment of the Termination Value constitute liquidated damages and not penalties. The Parties further acknowledge that in the case of the payment of the Termination Value: (a) the amount of loss or damages likely to be incurred is incapable or is difficult to precisely estimate, (b) the amounts specified hereunder bear a reasonable proportion and are not plainly or grossly disproportionate to the probable loss likely to be incurred by Customer or Provider as the case may be and (c) the Parties are sophisticated business parties and have been represented by legal counsel and negotiated this Agreement at arm’s length. 14.14 No Agency. This Agreement is not intended, and shall not be construed, to create any association, joint venture, agency relationship or partnership between the Parties or to impose any such obligation or liability upon either Party. Neither Party shall have any right, power or authority to enter into any agreement or undertaking for, or act as or be an agent or representative of, or otherwise bind, the other Party. 36 14.15 No Public Utility. Nothing contained in this Agreement shall be construed as an intent by Provider to dedicate its property to public use or subject itself to regulation as a “public utility” (as defined in the California Public Utilities Code or any other Applicable Law). 14.16 No Recourse to Affiliates. This Agreement is solely and exclusively between the Parties, and any obligations created herein on the part of either Party shall be the obligations solely of such Party. 14.17 Cooperation with Financing. Customer acknowledges that Provider may be financing the Solar Services and the Storage Services and the System and Customer agrees that it shall reasonably cooperate with Provider and its financing parties in connection with such financing, including (a) the furnishing of information related to the System and this Agreement, and (b) the giving of a Financing Party acknowledgment in the form attached hereto as Exhibit B (each, a “Consent”); provided, that the foregoing undertaking shall not obligate Customer to materially change any rights or benefits, or materially increase any burdens, liabilities or obligations of Customer, under this Agreement except for providing notices and additional cure periods to a Financing Party with respect to events of default by Provider under this Agreement pursuant to the terms of the Consent. 14.18 Setoff. Except as otherwise set forth herein, each Party reserves to itself all rights, setoffs, counterclaims and other remedies and/or defenses to which it is or may be entitled, arising from or out of this Agreement. 14.19 Service Contract. The Parties intend this Agreement to be treated as a service contract within the meaning of Section 7701(e)(3) of the Code. 15. Confidential Information. 15.1 Each Party (the “Receiving Party”) shall not use for any purpose other than performing its obligations under this Agreement, or divulge, disclose, produce, publish, or permit access to, without the prior written consent of the other Party (the “Disclosing Party”), any Confidential Information of the Disclosing Party. As used herein, the term “Confidential Information” means information or materials prepared in connection with this Agreement, designs, drawings, specifications, techniques, models, data, documentation, source code, object code, diagrams, flow charts, research, development, processes, procedures, know-how, manufacturing, development or marketing techniques and materials, development or marketing timetables, strategies and development plans, 37 customer, supplier or personnel names and other information related to customers, suppliers or personnel, pricing policies and financial information, and other information of a similar nature, whether or not reduced to writing or other tangible form, and any other trade secrets. Confidential Information does not include (a) information known to the Receiving Party prior to obtaining the same from the Disclosing Party; (b) information in the public domain at the time of disclosure by the Receiving Party; or (c) information obtained by the Receiving Party from a third party who did not receive same, directly or indirectly, from the Disclosing Party. The Receiving Party shall use the higher of the standard of care that the Receiving Party uses to preserve its own Confidential Information or a reasonable standard of care to prevent unauthorized use or disclosure of such Confidential Information. Notwithstanding anything herein to the contrary, the Receiving Party has the right to disclose Confidential Information without the prior written consent of the Disclosing Party: (i) as required by any court or other Governmental Authority, or by any stock exchange on which the shares of any Party are listed, (ii) as otherwise required by law, (iii) as advisable or required in connection with any government or regulatory filings, including without limitation, filings with any regulating authorities covering the relevant financial markets, (iv) to its attorneys, accountants, financial advisors or other agents, in each case bound by confidentiality obligations, (v) to banks, investors and other financing sources and their advisors, in each case bound by confidentiality obligations; or (vi) in connection with an actual or prospective merger or acquisition or similar transaction where the party receiving the Confidential Information is bound by confidentiality obligations. If a Receiving Party believes that it will be compelled by the law or a court or other Governmental Authority to disclose Confidential Information of the Disclosing Party, it shall give the Disclosing Party prompt written notice, and in all cases not less than five (5) business days’ notice in advance of disclosure, so that the Disclosing Party may determine whether to take steps to oppose such disclosure. 16. Estoppel Certificate. Either Party hereto, without charge, at any time and from time to time, within twenty (20) 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 relevant person, firm or corporation specified by such requesting party: a) If true and correct, 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; b) 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 c) Such other information as may be reasonably requested by a Party hereto. 38 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. [THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK] [Signature Page to SPWR – Contra Costa County PPA] IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date set forth above. PROVIDER: SOLAR STAR CO CO 1, LLC By: SunPower AssetCo, LLC Its member By: Name: David McIlhenny Title: Vice President CUSTOMER: CONTRA COSTA COUNTY By: Name: Title: A-1 EXHIBIT A SYSTEM DESIGN AND CONSTRUCTION This Exhibit A sets forth the design, engineering and construction specifications for the System, as well as assumptions being made by the Provider regarding the existing condition at the Site, including but not limited to the building roof, building structure, ground conditions, electrical system including panels, inverter installation location, and security fencing. Capitalized terms used herein and not otherwise defined have the meaning given in the Agreement to which this exhibit is attached. 1. SYSTEM LOCATION AND DESCRIPTION: Descriptions of the site and system are located in Schedule A (Description of Site) and Schedule B (Description of System) of the Agreement. 2. PROJECT SCHEDULE: PORTFOLIO MILESTONES Tranche Contract Approval Date Commercial Operation Date 1000 Ward 1 6-18-2019 6/24/2020 30/40 Muir 1 6-18-2019 5/24/2020 597 Center 1 6-18-2019 6/13/2020 595 Center 2 6-18-2019 10/26/2020 50 Douglas 2 6-18-2019 9/22/2020 30 Douglas 2 6-18-2019 10/30/2020 2530 Arnold 3 6-18-2019 12/14/2020 4545 Delta Fair 3 6-18-2019 12/21/2020 4549 Delta Fair 3 6-18-2019 11/24/2020 1305 MacDonald 3 6-18-2019 12/21/2020 3. SCOPE OF WORK: System Design & Scope Design Documentation Provider shall provide comprehensive submittal packages for the 30% and 90% design sets as detailed below. Changes to 30% Customer approved drawings (scope lock) could result a change order. At a minimum, each submittal package shall include the elements required to convey in sufficient detail the following for each phase of the design: A-2 Submittal Requirement 30% Design Set 90% Design Set 1 Cover Sheet, with Content, Project Details, Directory, etc. X X 2 PV System Sizes & Production Estimates. X X 3 Overall Site Plan with PV Array Names, Conduit Routes, Tree/Light Removal, etc. X X 4 Electrical Site Plan Drawings & General Conduit Routing. X X 5 Electrical Single Line Diagrams. X X 6 Demolition Plans. X 7 Structural Drawings. X 8 Equipment Pad locations. X X 9 Mounting Details. X 10 Signage, Trenching, Installation, and Grounding Details. X 11 Monitoring System Details. X 13 Construction Schedule. Prelim Detailed 14 Manufacturer’s Cut Sheets with Equipment Specifications X 15 Civil Drawings (if applicable) X 16 Fire Access Plans X 17 Carport Lighting Plans X Production modeling of the PV system shall accurately simulate energy production for proposed system layouts, sizes, and orientation. Provider shall be responsible for updating the production models each time significant changes are made to the proposed system designs that will impact production. Solar Electrical Equipment and Conductors Conductors will be aluminum or copper according to Electrical Engineer of Record’s determination. AC feeder length from panel boards to equipment pad location and from equipment pad location to electrical tie-in is identified on the array layout drawings. AC feeder lengths from electrical equipment pad location to assumed point of interconnection, and length assumptions with equipment amperage ratings are shown on the single line drawing. Transformers are 480V:12kV, non-Dry-type by manufacturer of Provider’s choosing. Secondary containment is not included in the scope of the project. Battery Energy Storage System Requirements For sites with storage to be installed: A-3 • 13.5’ by 11’ minimum required area per storage unit. Area required includes storage unit, concrete pad, and clearance zone in front of units. • Storage unit must be located in an area free of combustible materials (nearby foliage and trees would need to be removed). • Storage unit must be separated from public foot traffic with a fence and must be separated from vehicle traffic with bollards. • Crane rental required to land up to 24,500 lb units. Location of units must accommodate both crane and semi-trailer truck access. • PVS5 DAS, Auxiliary Box, Energy Storage System, and all Accuvim meters (Site meter, PV output meter, and Storage meter) must all be located such that hardlined communication lines can connect these devices to the same Local Area Network. CAT5e/6 cable is preferred means of connection between all devices, which has a 330’ distance limit. Runs longer than 330’ will require additional equipment to accommodate. Utility Interconnection Coordination of shutdown may be required with Customer and local utility. Temporary power generators are excluded. Interconnection is scheduled for a minimum of 4 hours and is assumed to be performed during off-hours with prior written approval from Customer. Additional shutdowns will be required in order to assess physical condition of Customer’s switchgear. The utility will have 24/7 access to existing electric utility meters and the utility lockable disconnect locations for all electrical interconnections related to this project. Utility Requirements A cost of $172,012.58 is included for utility required electrical upgrades for the System at 30 Douglas Dr., Martinez, CA, as reflected in Pacific Gas & Electric’s Supplemental Review, Notification # 114209530; additional utility-required electrical equipment upgrades or replacements are not included. Any costs and / or schedule delays associated with unforeseen utility interconnection requirements, including but not limited to utility-owned equipment upgrades or additions, relay protection equipment external to the inverters, system impact studies, or telemetry requirements and interconnection studies are not included in this proposal. Facility Equipment Utility required circuit breaker coordination studies are not assumed for this project. A short-circuit coordination study is not included for this project. A-4 Solar system includes all standard interconnection related equipment on the Customer side of the meter, including panel circuit breakers, utility and/or visible utility lockable disconnect switches, solar metering, conduit, and wiring. Additional Customer-side protection required by the utilities above that provided by the certified inverters is not included. If harmonic data of the site is not available, Provider shall assume that the Harmonic data are within the acceptable limits of the Institute for Electrical and Electronics Engineers (IEEE) Standard 519. Soils and Structural Foundations Foundation assumptions are as follows for system options: • Drilled cast-in-place, 30” round caisson, 12’ Deep, approximately 2.5’ above grade, depending on existing topography. • Requirements for dewatering, sub grade rock removal, or other unforeseen conditions are not included. Canopy Structure Design Carport Canopies are at 10 degree tilt with 11 ft clear height. Roof Conditions Provider assumes no upgrading of the building structures or canopies will be required to support the added live and dead loads from the photovoltaic installation and rooftop equipment, or to resist added lateral or seismic loads. Modifications to the roof system and design and construction of supports, upgrades to the building structure or platforms are not included. Anchor and ballast counts are based on the wind load gradient method developed by Cermak Peterka Petersen, Inc, (CPP ) and SunPower, based on the CPP wind tunnel testing results presented in CPP’s report “CPP7979_SunPowerEWSystem_REP_SOL_R08” dated May 17th, 2018. Increased anchor and ballast counts resulting from other design methods will be the responsibility of the client. Site Name Anchor Count 30 Muir 71 595 center 27 50 Douglas 90 1000 Ward 170 597 Center 33 A-5 Provider is not responsible for normal wear and tear associated with the installation of the solar system. Provider reserves the right to inspect the roof to verify its condition. In addition, Provider may offer recommendations to the Customer on modifications to the roof system to improve its serviceability. Customer is responsible for any and all modifications to the roof system. Modifications of roof systems fall into four categories: • Modifications to improve roof condition / serviceability / useful life. • Modifications required by roofing manufacturer prior to installation of PV system on their roof system. (e.g. slip sheets, strapping, etc.) • Modifications required by Provider to make the roof a suitable substrate for the installation of PV. (e.g. air seals, batten bars, etc.) • 3rd party engineering and insurance company requirements. • Proposal assumes Customer-provided information accurately represents the existing site and roof conditions. This includes but is not limited to as-built drawings, roof reports, structural drawings, roof maintenance history, and roof warranty information. Failure to provide as-built drawings and structural drawings will cause schedule delay and added expense for acquisition of documentation through local authority having jurisdiction (“AHJ”). Provider is not responsible for additional costs or schedule delays. Drainage Special drainage requirements and/or drainage design and interconnection to Customer’s existing storm drain system or any other storm drain discharge system are not included. Carport designs do not include structural roof deck for storm water collection or protection. Permits Permit Provider Permit Customer Permit Cost Allocation Allotted Time following Application Building X Fire X Electrical X Conditional Use Permit NA Environmental Control NA Storm Water NA Soil Erosion and Sediment Control NA Environmental Impact Report (CEQA) NA Army Corps of Engineers NA Wetlands NA Water Quality NA Archeological NA A-6 Endangered Species NA Water Rights NA Mineral Rights NA Redevelopment Agency NA FAA Approvals NA Permit Allowance Schedule Site Allowance for Permit 1000 Ward St $3,000 30 Douglas Dr $10,000 50 Douglas Dr $5,000 30/40 Muir Dr $5,000 597 Center Ave $2,500 595 Center Ave $7,000 2530 Arnold Dr $6,000 4545 Delta Fair Blvd $5,000 4549 Delta Fair Blvd $2,500 1305 Macdonald $3,000 All other permits/approvals are excluded. Provider includes durations of 50 days for procuring permit and regulatory approvals (per project ). Provider will not be responsible for construction delays caused by permit and approval requirements from local jurisdictions or regulatory review bodies. Any delays in procuring permits will result in a day-for-day construction schedule extension. Shading The design is based on existing visual conditions on site. Removal of trees or other obstructions to install the solar arrays and system components is included as reflected in the Tier 1 array layouts. Trees and/or other obstructions identified for removal or trimming by Customer must be removed or trimmed prior to substantial completion or performance expectations/guarantees will require adjustment which will be handled as a change to the contract. At Substantial Completion an as-built shade study and performance simulation will be completed to ensure accuracy of initial shading assumptions. A-7 Painting Galvanization of canopy columns and primary beams only is included. All other metallic materials are either factory-finished or non-corrosive. Paiting of wall-mounted conduits is not included. Landscaping Site landscaping (e.g. plant restoration or long term weed abatement) is not included. Irrigation repair and reconfiguration caused by foundation or underground construction is not included. Fencing A 6-0’ galvanized, 9 gauge, 2” mesh fencing and chain link fence-with gate around perimeter electrical equipment pad locations is included. Special provisions for privacy slats, special hardware, lock sets, small fabric, etc. are not included. 4” bollards are included only in areas subject to vehicle impact. Additional bollards required by utility or other entities are excluded. Labor Project Labor Agreement Provider shall cause its project contractor to to enter into Customer’s project labor agreement among Customer, the project contractor, and all subcontrators thereof working on the project (the “PLA”). Overtime and special shift requirements Overtime and special shift requirements are not included, based on schedule submitted with this proposal, except for the interconnection work if shutdown is required. Project hours are based on Monday through Friday 7am – 5pm. Prevailing Wages Provider shall pay prevailing wages for the project per the PLA and industrial relations requirements of project location. Diversity Requirements Provider shall comply with Contra Costa County’s Construction Outreach Program. Indirect Construction Costs Taxes and fees A-8 Taxes or fees, other than permit fees and sales tax, are not included. Bonds Prior to the Effective Date of the Agreement to which this Exhibit A is attached, Provider shall deliver to Customer for approval good and sufficient bonds with sureties, in amounts specified in Section 12.5 Limitation of Liability of the Agreement guaranteeing its faithful performance of the Agreement and its payment for all labor and materials thereunder. Site & Construction Conditions Access Design assumes each project site will be constructed in a single phase, set up of construction fencing at beginning of mobilization and removed when construction is completed. Extra time and labor for moving fences to “phase” construction in efforts to minimize parking impacts will have impacts in cost and schedule and will be calculated as a change order. Customer will provide Site access to Provider to perform all work pursuant to the License granted in the Agreement. Provider will perform all work during regular business hours according to the PLA. Extra time or personnel constraints due to site security beyond daily signing in by workers on a sign in sheet i.e. badging, background checks, tool inventory checks, etc.—is not included. Provider will be provided a sufficient area for staging materials and locating temporary facilities such as cranes, fork lifts, scaffolding, stairtowers, construction trailers, portable toilets and dumpsters. Existing roads will be capable of handling all required construction equipment such as drilling rigs, concrete trucks, delivery trucks, cranes, and all other equipment necessary to complete the work. Provider will not be responsible for any damage to existing roads, parking lots or playgrounds resulting from normal construction operations and activities. Use of Facilities On-site water and power will be available for construction with no restrictions and at no charge to Provider. If a Customer initiated power shut down has duration over 4 hours and effects normal construction operations, Provider can rent and install a temporary generator and submit associated costs to Customer for reimbursement. Water quality shall be sufficient for use in dust control, as necessary, and be suitable for Provider’s standard concrete mix design. Special handling of site materials Testing for removal and disposal of any existing hazardous waste materials, contaminated soils, or any other unforeseen site conditions that require special handling are not included. Site utilities and hazards A-9 Changes resulting from utilities, right of ways, easements, and/or hazards—underground or above ground—or any undocumented building upgrades are not included. Documented utilities and building upgrades are considered as part of this proposal if as- builts are provided to Provider prior to contract execution in order to confirm locations of these possible hazards. Customers shall supply Provider with a current Title Report with plotted easements, encumbrances, and rights-of-way at all project site locations. Security and Lighting Proposal assumes all parking lot light standards in direct conflict with installation of photovoltaic parking canopies will be removed by Provider. Proposal also assumes that the existing lighting circuits, for those removed parking lot light standards, can be re-used for photovoltaic parking canopies lighting system and that those existing circuits have ample current carrying capacity to provide required lighting at parking canopies, per jurisdictional code requirements. PV canopies located in areas where no exsisting lights are present will not include lighting unless the Customer requests this for an additional cost. Temporary lighting during construction is excluded. New lighting circuit installation is excluded from this proposal as well as any required timing circuit reconfiguration, lighting controllers, relays, or new panel boards. Lighting design and/or installation beyond the footprint of the photovoltaic parking canopies is not included in this proposal. Replacement of existing light standards is not included. Proposal includes LED fixtures for lighting under structures. Additional security systems or infrastructure are not included in this proposal Special Conditions Proposal assumes modifications and/or reconfiguration of the existing parking lots will not be required to accommodate installation of Provider’s photovoltaic parking canopy. Assumes existing islands in parking lot to remain at area of new carport structure. Proposal excludes any re-striping of the parking lot/hard-court areas, unless specifically related to the construction of the photovoltaic parking canopies, or specifically described in the RFP. While special care will be taken to locate existing underground utilities (underground survey) and locate carport structures with minimum conflicts, relocation of existing underground utilities due to carport foundations is not included. Proposal excludes requirements for accessibility upgrades and accessibility design around the photovoltaic parking canopy structures and assumes that current parking lot layout has been reviewed and approved by AHJ and built and closed at the AHJ. If the architect of record recommends addition of new accessible parking stalls under the solar canopies, grade change to meet code, changed path of travel and/or new canopies over existing accessible stalls, design and construction costs will be addressed via Change Order. A-10 Proposal excludes design or installation of any required additional fire hydrants or fire protection apparatuses as required by local first responders or Fire, Life/Safety professionals responsible for review and approval of the design for this project. Architectural enhancements to the photovoltaic parking canopy structures or ground and roof arrays and mounting systems are not included. At the detention center located at 1000 Ward in Martinez, the project estimate is based on utilizing exsisting conduit and equipment from the previous pv installation. The ability utilize existing conduit will be verified during the design phase. Testing and Inspections Provider assumes all Special Inspections/Testing shall be paid for and contracted by the Customer. Weather conditions Provider assumes standard weather patterns and site conditions for planning the project schedule. Instances of excessive climate, weather (greater than the most adverse conditions in the last 3 years) or natural disasters may result in delays and/or unplanned costs (i.e. additional labor, shipping, storage, and logistics costs) which will be the responsibility of the Customer. Commissioning, Monitoring, Operations & Maintenance Commissioning Proposal assumes commissioning requirements for this project is only for the Photovoltaic and energy storage systems. Proposal does not include other building system commissioning costs not related to our work (i.e. HVAC, Plumbing, Fire Alarm, etc.). EXHIBIT B FORM OF FINANCING PARTY ACKNOWLEDGMENT [This Form of Consent contemplates a Sale-Leaseback of the System between the Provider and Provider’s Lender and Provider’s eventual lender may request changes] This CONSENT AND AGREEMENT (this “Consent”) dated as of [], 201 is entered into among (i) Contra Costa County, a political subdivision of the State of California (the “Customer”), (ii) Solar Star Co Co 1, LLC, a limited liability company duly organized and existing under the laws of the State of Delaware (the “Provider”), and (iii) [],a [] duly organized and existing under the laws of the State of [] (together, with its successors in such capacity, the “System Lessor”). WHEREAS, the Provider intends to develop, install, own, operate and maintain a [________] MW [ground-mounted/rooftop] photovoltaic solar electric generating facility to be located in [________] (the “Project”); WHEREAS, the Provider and the Customer entered into that certain Power Purchase & Storage Services Agreement, dated as of [], 2019 (as amended, amended and restated, modified or supplemented from time to time, the “Assigned Agreement”);1 WHEREAS, the Project will be sold by the Provider to the System Lessor pursuant to that certain Participation Agreement (as amended, the “Participation Agreement”) dated as of the date hereof, among the Provider, the System Lessor, [], not in its individual capacity but as owner trustee, and [] (“Owner Participant”); WHEREAS, the System Lessor will lease the Project back to the Provider pursuant to that certain Lease Agreement, a related Project Schedule and a Certificate of Acceptance (as amended, the “Lease Agreement”) dated as of the date hereof, between the System Lessor and the Provider; WHEREAS, the Provider will grant the System Lessor a first priority security interest in and to all of the Provider’s assets, including the Assigned Agreement, pursuant to a security agreement in form and substance acceptable to the System Lessor (as amended, amended and restated, modified or supplemented from time to time, the “Security Agreement”); and WHEREAS, it is a condition precedent to the Owner Participant’s obligation to make its investment in the System Lessor and for the System Lessor to acquire the Project under the Participation Agreement and lease the Project to the Provider under the Lease Agreement that the Customer execute and deliver this Consent. NOW, THEREFORE, as an inducement to the Owner Participant to make its investment in the System Lessor and for the System Lessor to acquire the Project under the Participation Agreement and lease the Project to the Provider under the Lease Agreement, and in consideration 1 NTD: Can be expanded to include any additional agreements to which the Customer is a party. of good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, the parties hereto hereby agree as follows: 1. CONSENT TO ASSIGNMENT, ETC. (a) Consent to Assignment. The Customer (i) acknowledges that the Provider and the System Lessor have entered into the Participation Agreement and the Owner Participant’s obligation to make its investment in the System Lessor and for the System Lessor to acquire the Project under the Participation Agreement and lease the Project to the Provider under the Lease Agreement will be made in reliance upon the execution and delivery by the Customer of the Assigned Agreement and this Consent, (ii) consents in all respects to the pledge and assignment to the System Lessor of all of the Provider’s right, title and interest in, to and under the Assigned Agreement pursuant to the Security Agreement, and (iii) acknowledges the right, but not the obligation, of the System Lessor or the System Lessor’s designee, in the exercise of the System Lessor’s rights and remedies under the Lease Agreement, the Security Agreement, and related documents to make all demands, give all notices, take all actions and exercise all rights of the Provider in accordance with the Assigned Agreement, and agrees that in such event the Customer shall continue to perform its obligations under the Assigned Agreement; provided that in the event, with respect to the Assigned Agreement, there exists a conflict between any notice given or action taken by the System Lessor and any notice given or action taken by the Provider, such conflict shall be resolved in favor of the notice given or the action taken by the System Lessor. (b) Substitute Owner. The Customer agrees that, if the System Lessor notifies the Customer that an event of default under the Lease Agreement has occurred and is continuing and that the System Lessor has exercised its rights (i) to have itself or its designee substituted for the Provider under the Assigned Agreement, (ii) to acquire or have its designee or assignee acquire the Provider, or (iii) to sell, assign, transfer or otherwise dispose of the Assigned Agreement to a third party, including in a judicial or non-judicial foreclosure sale, then the System Lessor, the System Lessor’s designee or such third party (each, a “Substitute Owner”) shall be substituted for the Provider under the Assigned Agreement and, in such event, the Customer will (x) recognize the Substitute Owner as its counterparty to the Assigned Agreement, (y) take any actions and execute any documents, agreements or instruments reasonably necessary to effect such substitution, and (z) continue to perform its obligations under the Assigned Agreement in favor of the Substitute Owner pursuant to the terms hereof and thereof. (c) Right to Cure. (i) Notwithstanding anything to the contrary contained in the Assigned Agreement, the Customer shall not exercise any right it may have under the Assigned Agreement, at law or in equity, to cancel, suspend or terminate the Assigned Agreement or any of its obligations under the Assigned Agreement, as the result of any default or other action or omission of the Provider in the performance of any of its obligations under the Assigned Agreement, or upon the occurrence or non-occurrence of any event or condition under the Assigned Agreement that would immediately or with the passage of any applicable grace period or the giving of notice, or both, enable the Customer to terminate or suspend its obligations or exercise any other right or remedy under the Assigned Agreement or under applicable law (hereinafter an “Assigned Agreement Default”), until it first gives prompt written notice of such Assigned Agreement Default to the System Lessor and the Owner Participant and affords the System Lessor and the System Lessor’s respective successor, assignee and/or designee a period of at least ninety (90) days (or, if such default is a payment default, forty-five (45) days) to cure such default, commencing from the later to occur of (x) the System Lessor’s and the Owner Participant’s receipt of such notice, and (y) the expiration of any notice periods or cure periods provided for in the Assigned Agreement; provided, however, that if (1) an event of default under the Lease Agreement has occurred and is continuing, the System Lessor has exercised its rights to foreclose on the Project as a result thereof and possession of the Project is necessary to cure any such non-monetary default, then, so long as the System Lessor or the System Lessor’s respective successor, assignee and/or designee is diligently pursuing such foreclosure proceedings, the time periods specified in this Section 1(c) for curing an Assigned Agreement Default shall be extended for the time taken to complete foreclosure proceedings, and (2) any such party is prohibited from curing any such Assigned Agreement Default by any process, stay or injunction issued by any governmental authority or pursuant to any bankruptcy or insolvency proceeding involving the Provider, then the time periods specified in this Section 1(c) for curing an Assigned Agreement Default shall be extended for the period of such prohibition. (ii) No such cancellation, suspension or termination of the Assigned Agreement by the Customer shall be binding upon the System Lessor without the notice and extended cure period specified in this Section 1(c). Any dispute that may arise under the Assigned Agreement notwithstanding, the Customer shall continue performance under the Assigned Agreement and resolve any dispute without discontinuing such performance until the lapse of the notice and extended cure period specified in this Section 1(c). (d) No Termination, Assignment or Material Amendments. The Customer shall not enter into any consensual cancellation or termination of the Assigned Agreement (except with respect to termination in the event of a default by the Provider, subject to the limitations and extended cure periods provided for in Section 1(c)), or assign, novate or otherwise transfer any of its right, title or interest thereunder or consent to any such assignment or transfer by the Provider without, in each such case, the written consent of the System Lessor. The Customer shall not enter into or agree to any amendment, supplement, assignment or other modification to, or benefit from any waiver under, the Assigned Agreement without the prior written consent of the System Lessor. (e) Replacement Agreement. In the event that the Assigned Agreement is rejected or otherwise terminated as a result of any bankruptcy or insolvency proceeding affecting the Provider, the Customer shall, at the option of the System Lessor or the System Lessor’s respective successor, assignee and/or designee, enter into a new agreement with the System Lessor or any Substitute Owner (or its transferee or other nominee that owns or leases the Project) having terms substantially the same as the terms of the Assigned Agreement. Thereafter, references in this Consent to the “Assigned Agreement” shall be deemed to refer to such new agreement. (f) No Liability. The Customer acknowledges and agrees that none of the System Lessor, or the System Lessor’s respective successor, assignee and/or designee or the Owner Participant shall have any liability or obligation under the Assigned Agreement as a result of this Consent, the Security Agreement, the Lease Agreement or otherwise, nor shall the System Lessor or the System Lessor’s respective successor, assignee and/or designee be obligated or required to (i) perform any of the Provider’s obligations under the Assigned Agreement, except, in the case of the System Lessor or the System Lessor’s respective successor, assignee and/or designee, during any period in which the System Lessor or the System Lessor’s respective successor, assignee and/or designee is a Substitute Owner pursuant to Section 1(b), in which case the System Lessor or other Substitute Owner shall not be liable for acts or omissions of the Provider and the obligations of such Substitute Owner shall otherwise be no more than those of the Provider under the Assigned Agreement, or (ii) take any action to collect or enforce any claim for payment assigned under the Security Agreement or any related document. (g) Delivery of Notices. The Customer shall deliver to the System Lessor and the Owner Participant, concurrently with the delivery thereof to the Provider, a copy of each notice, request or demand given by the Customer pursuant to the Assigned Agreement. (h) Acknowledgements. The Customer agrees to execute such acknowledgements or other similar instruments as the System Lessor may reasonably request in connection with the transactions contemplated by this Consent. 2. PAYMENTS UNDER THE ASSIGNED AGREEMENT (a) Payments. The Customer will pay all amounts payable by it under the Assigned Agreement, if any, in lawful money of the United States of America, in immediately available funds and in the manner required by, and subject to the terms and conditions of, the Assigned Agreement, directly into the account specified on Exhibit A hereto, or to such other person or account as may be specified from time to time by the System Lessor to the Customer in writing. (b) No Offset, etc. All payments required to be made by the Customer under the Assigned Agreement shall be made without any offset, recoupment, abatement, withholding, reduction or defense whatsoever. 3. REPRESENTATIONS AND WARRANTIES OF THE CUSTOMER The Customer makes the following representations and warranties to the System Lessor, the Provider and the Owner Participant as of the date hereof, which shall survive the execution and delivery of this Consent and the Assigned Agreement and the consummation of the transactions contemplated hereby and thereby: (a) Organization; Power and Authority. The Customer is a political subdivision of the State of California, and is duly qualified, authorized to do business and in good standing in all jurisdictions where it is required to be so qualified and authorized to do business, and has all requisite power and authority to enter into and to perform its obligations under this Consent and the Assigned Agreement, and to carry out the terms hereof and thereof and the transactions contemplated hereby and thereby. (b) Authorization. The execution, delivery and performance by the Customer of this Consent and the Assigned Agreement have been duly authorized by all necessary action on the part of the Customer and do not require any approval or consent of any holder (or any trustee for any holder) of any indebtedness or other obligation of (i) the Customer, or (ii) any other person or entity, except approvals or consents which have previously been obtained. (c) Execution and Delivery; Binding Agreements. Each of this Consent and the Assigned Agreement is in full force and effect, has been duly executed and delivered on behalf of the Customer and constitutes the legal, valid and binding obligation of the Customer, enforceable against the Customer in accordance with its terms except as the enforceability hereof or thereof may be limited by (i) bankruptcy, insolvency, reorganization, or other similar laws affecting the enforcement of creditors’ rights generally, and (ii) general equitable principles (whether considered in a proceeding in equity or at law). (d) Litigation. There is no legislation, litigation, action, suit, proceeding or investigation pending or (to the best of the Customer’s knowledge after due inquiry) threatened against the Customer before or by any court, administrative agency, arbitrator or governmental authority, body or agency which, if adversely determined, individually or in the aggregate, (i) could adversely affect the performance by the Customer of its obligations under this Consent or the Assigned Agreement, or that could modify or otherwise adversely affect the Approvals (as defined in Section 3(f)), (ii) questions the validity, binding effect or enforceability of this Consent or the Assigned Agreement, any action taken or to be taken pursuant hereto or thereto or any of the transactions contemplated hereby or thereby, or (iii) could have a material adverse effect upon (x) the value, validity, perfection or enforceability of the liens granted to the System Lessor under the Security Agreement and other security documents, or (y) the ability of the System Lessor to enforce any of its rights and remedies under the Assigned Agreement or this Consent. (e) No Conflict. The execution and delivery of this Consent and the Assigned Agreement and the performance by the Customer under this Consent and the Assigned Agreement will not violate, result in a breach of, default under or conflict with (i) any law, rule, regulation, order, permit or decree applicable to the Customer, (ii) its organizational documents, or (iii) the terms of any other agreement binding on the Customer. (f) Government Consent. No consent, order, authorization, waiver, approval or any other action, or registration, declaration or filing with, any person, board or body, public or private (collectively, the “Approvals”), is required to be obtained by the Customer in connection with the execution, delivery or performance of this Consent, the Assigned Agreement or the consummation of the transactions contemplated hereunder and thereunder, except any Approvals which have previously been obtained. (g) No Default or Amendment. Neither the Customer nor, to the Customer’s knowledge after due inquiry, the Provider or any other party to the Assigned Agreement is in default of any of its obligations thereunder (or has claimed force majeure, emergency, or any other excuse for performance thereunder which is still ongoing as of the date hereof). The Customer has no existing counterclaims, offsets, defenses, or claims for change orders against the Provider under the Assigned Agreement. To the Customer’s knowledge, no event or condition exists that would either immediately or with the passage of any applicable grace period or giving of notice, or both, enable either the Customer or the Provider to terminate or suspend its obligations (or the performance of such obligations) under the Assigned Agreement. The Assigned Agreement has not been amended, modified or supplemented in any manner other than as indicated above. (h) No Previous Assignments. The Customer has no notice of, and has not consented to, any previous assignment of all or any part of its right, title or interest in, to or under the Assigned Agreement. (i) [Purchase Option. The Customer has not taken any official action requiring or authorizing the exercise of any purchase option available to it under the Assigned Agreement, has not decided whether or not it will exercise any such purchase option, and is under no legal or economic compulsion to exercise any such purchase option; provided, however, nothing herein shall prohibit the Customer from exercising any purchase option under the Assigned Agreement when it becomes exercisable in accordance with its term and such exercise shall not be deemed to be a breach of this representation and warranty.] (j) Liens; Mortgages. The Customer has no knowledge of any existing lease, mortgage, security interest or other interest in or lien upon the [Premises], which could attach to the Project as an interest adverse to the System Lessor’s interest therein. Representations and Warranties. All representations, warranties and other statements made by the Customer in the Assigned Agreement were true and correct in all material respects as of the date when made and, except for those that by their terms speak as of a specific date, are true and correct in all material respects as of the date hereof. 4. ADDITIONAL PROVISIONS 2 (a) [Commercial Operation Date. The Commercial Operation Date is _____________. (b) Use of Electricity. None of the electricity to be sold under the Assigned Agreement will be used to generate energy for the purpose of heating a swimming pool. (c) Project. The Customer has approved the Project as installed at the [Premises]. (d) Access Rights. The System Lessor and the System Lessor’s respective successors, assignees and/or designees shall have the same rights as the Provider to access the Project in order to install, operate, maintain and remove the Project as the right accorded to the System Lessor under the Lease Agreement and the Security Agreement. (e) Notice of Ownership. The Customer will use commercially reasonable efforts to place its successors, assigns and lien holders on notice of the ownership of the Project by the Provider or the System Lessor, the existence of the security interest, and the fact that the Project is not part of the [Premises] or a fixture thereof, as necessary and appropriate to avoid confusion or adverse claims. (f) Amendments. The Customer acknowledges that, under the Provider’s financing arrangements, the Provider is not permitted to agree to an amendment or assignment of the Assigned Agreement without prior written consent of the System Lessor.] 2 NTD: Additional provisions to be added to address specific matters contained in the PPA. 5. MISCELLANEOUS (a) Applicable Law; [Submission to Jurisdiction]. THIS CONSENT, AND ANY INSTRUMENT OR AGREEMENT REQUIRED HEREUNDER (TO THE EXTENT NOT EXPRESSLY PROVIDED FOR THEREIN), SHALL BE GOVERNED BY, AND CONSTRUED UNDER, THE LAWS OF THE STATE OF CALIFORNIA, APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN SUCH STATE AND WITHOUT REFERENCE TO CONFLICTS OF LAWS. (b) [Reserved.] (c) Notices. All notices and other communications hereunder (i) shall be in writing, (ii) shall be effective upon actual receipt thereof by the party or parties to whom such notice is addressed, except that any communication or notice so transmitted by telecopy or electronic mail shall be deemed to have been validly and effectively given on the day (if a business day and, if not, on the next following business day) on which it is transmitted if transmitted during normal business hours of the recipient, and if transmitted after that time, on the next following business day, in each case as evidenced by transmittal confirmation received by the transmitter, (iii) shall be delivered by hand or overnight courier service or mailed by certified or registered mail, sent by facsimile or via electronic mail, and (iv) shall be directed as follows: If to the Customer: [________] [________] [________] Attention: [________] Telephone: [________] Facsimile: [________] Email: [________] If to the Provider: [●] If to the System Lessor: [●] The above parties may, by notice given hereunder, designate any further or different addresses to which subsequent notices or other communications shall be sent. (d) Amendment, Waiver. Neither this Consent nor any of the terms hereof may be terminated, amended, supplemented, waived or modified except by an instrument in writing signed by the Customer, the Provider and the System Lessor. (e) Third Party Beneficiary. The Owner Participant shall be an express third-party beneficiary of this Consent. The Owner Participant shall be entitled to enforce the rights of the System Lessor hereunder. (f) No Waiver; Remedies Cumulative. The waiver of any right, breach or default under this Consent by any party must be made specifically and in writing. No failure or delay on the part of the System Lessor in exercising any right, power or privilege hereunder and no course of dealing between the Customer and the System Lessor shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other exercise, or the further exercise, of any other right, power or privilege hereunder. No notice to or demand upon any party will entitle such party to any further, subsequent or other notice or demand in similar or any other circumstances. The rights and remedies herein expressly provided are cumulative and not exclusive of any rights or remedies that the System Lessor would otherwise have. (g) Counterparts. This Consent may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered, including by e-mail or other electronic transmission, shall be deemed an original, but all of which shall together constitute one and the same instrument. (h) Headings Descriptive. The headings of the several sections and subsections of this Consent are inserted for convenience only and shall not in any way affect the meaning or construction of any provision of this Consent. (i) Severability. In case any provision in or obligation under this Consent shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. (j) Successors and Assigns. This Consent shall be binding upon the parties hereto and their permitted successors and assigns and shall inure to the benefit of the parties, their designees and their respective permitted successors and assigns; provided, however, that no party or its respective successor or assign shall assign any of its interest in this Consent except in connection with an assignment of its interests in the Assigned Agreement and then only to the same person(s) or entity(ies) to which its interest in the Assigned Agreement is so assigned. (k) Survival. All agreements, statements, representations and warranties made by the Customer herein shall be considered to have been relied upon by the System Lessor and the Owner Participant and shall survive the execution and delivery of this Consent. (l) Conflicts. In the event of a conflict between any provision of this Consent and any provision of the Assigned Agreement, the provisions of this Consent shall prevail. (m) Further Assurances. Each party hereto hereby agrees to execute and deliver all such instruments and take all such action as may be necessary to effectuate fully the purposes of this Consent. [SIGNATURE PAGES FOLLOW] Signature Page to Consent IN WITNESS WHEREOF, the parties hereto have caused this Consent to be executed by their respective officers as of the date first above written. [________] as the Customer By: ____________________________________ Name: Title: [________] as the Provider By: ____________________________________ Name: Title: [●], as the System Lessor By: ____________________________________ Name: Title: Signature Page to Consent Exhibit A to Consent Payment Instructions Accounts Bank ABA Number [________]3 Account Number [________] Account Name [________]] Reference [________] 3 Account information to be confirmed and included. Exhibit C (Performance Guarantee) EXHIBIT C PV SYSTEM PERFORMANCE GUARANTEE (the “Guarantee”) ARTICLE I. ADDITIONAL DEFINED TERMS Actual Generation means, for each Guarantee Year during the Term and with respect to the System, the System’s alternating current or “AC” electricity production in kilowatt- hours (“kWh”) as measured under Section 3.02. Annual Deficit has the meaning set forth in Section 3.01. Annual System Performance Report means the report that summarizes annual system performance in kWh and includes calculations for Weather Adjustment and True-up Period calculations. Avoided Energy Price per kWh means the amount that the Customer will be paid by Provider for each Kilowatt-hour as set out in Appendix B (Avoided Energy Price) of this Guarantee. Data Acquisition System or DAS means Provider’s system that displays historical meteorological and production data over an Internet connection and consists of hardware located on-Site and software housed on Provider’s DAS server. The DAS measures and logs, at a minimum, the following parameters on a 15-minute average basis at the Site: actual AC electricity production of the System (in kWh) and solar irradiance (in W/m2). Expected Energy means, for the System in a specified Guarantee Year, the kilowatt hours for the System set forth on Appendix A (Expected Energy) of this Guarantee. Excused Performance Event means: • Force Majeure Event; • Impingements on solar access by structures or activities on neighboring sites or by facilities that are beyond the control of either Party; • Externally caused outages, including: o Warranty Exclusions: hours during any period when the System or any portion thereof is off-line due to an event that would constitute an exclusion under any applicable manufacturer’s, System, workmanship or other applicable warranty. o Network Disturbance Hours: hours during any period when a fluctuation in the utility network parameters (e.g., a frequency or voltage variation) result in the disconnection of the inverters or the System from the utility network and prevented energy from being evacuated from the System. o Network Outage Hours: hours during any period when a failure in the distribution network or in the connection infrastructure prevented energy from being evacuated from the System. o Third-Party Equipment Servicing Hours: equipment or System outage hours during any period that result from service issues related to non-Provider equipment or delays in procuring non-Provider replacement parts. Exhibit C (Performance Guarantee) o Customer-Caused Hours: hours during any period when the equipment or the System is off-line due to Customer-required outages or Customer-caused delays in Site access. o Major Maintenance Hours: hours during any period when the equipment or the System is off-line due to Customer-required major maintenance work. Guaranteed Level means 90% of the Expected Energy for a Guarantee Year for the System. Guarantee Year means each successive 12-month period during the Term commencing on the Commercial Operation Date. PVSim means the software program utilized by Provider to predict the amount of energy that the System will produce in an average year which has the following characteristics: (1) based on PVFORM, the photovoltaic simulation software produced by Sandia National Laboratories and the US Department of Energy, (2) all photovoltaic characteristics are modeled, (3) all ancillary array losses are taken into account and (4) PVSim simulations use either measured data or typical meteorological year files from Meteonorm and NREL. SEMMY or “Simulated Energy in a Measured Meteorological Year”, means, with respect to any Guarantee Year, Year 1 AC Energy output of the System simulated by PVSim using measured average hourly irradiance, wind speed, and air temperature as recorded by the Data Acquisition System, holding all other inputs equal to those used in calculating SETMY. SETMY or “Simulated Energy for a Typical Meteorological Year”, means the Year 1 AC Energy output of the System simulated by PVSim using average hourly irradiance, wind speed, and air temperature data contained within the Weather File. True-up Period means each successive one (5)-year period during the Term commencing on the first day of the Term. Weather Adjustment means the ratio described in Section 3.01. Weather File means the typical meteorological year data set specified for the System set forth on Appendix C (Weather File) of this Guarantee. ARTICLE II. PERFORMANCE GUARANTEE CONSIDERATION Section 2.01 Consideration The Parties agree that the consideration set forth in Section 5.1 of the Agreement includes adequate consideration for the terms, conditions and provisions of this Guarantee. ARTICLE III. PERFORMANCE GUARANTEE Provider guarantees to Customer that the Actual Generation of the System during any Guarantee Year, subject to the limitations, terms and conditions stated in this Guarantee shall not be less than the Guaranteed Level. Section 3.01 Guaranteed Output Calculations. Provider shall calculate the Annual Deficit for the System for each Guarantee Year during the Term: Exhibit C (Performance Guarantee) (a) Annual Deficit = (Expected Energy x Guaranteed Level) x Weather Adjustment – Actual Generation Where the Weather Adjustment ratio is as follows: Simulated Energy in a Measured Meteorological Year (SEMMY) Simulated Energy for a Typical Meteorological Year (SETMY) For each Guarantee Year, within thirty (30) days after the end of such Guarantee Year, Provider shall calculate the Annual Deficit for the System. Customer has the right to access all data and information supporting Provider’s calculation of the Annual Deficit. (b) Guarantee Payment Reimbursement. At the end of each True-up Period: (i) if the sum of Annual Deficits > 0, then Provider shall pay to Customer an amount equal to the cumulative product of (y) the Annual Deficits and (z) the Avoided Energy Price per kWh (a “Guarantee Payment”); (ii) Provider shall promptly notify Customer of any Guarantee Payment due. Provider shall make Guarantee Payments within thirty (30) days of the date of the notice provided in the first sentence of this paragraph. Section 3.02 Actual Generation Measurement. Provider shall measure Actual Generation for the System for each Guarantee Year as follows: (a) Initial Output Data Collection. During the Term, Provider will collect energy output data using its Data Acquisition System. For each Guarantee Year, Provider will sum the daily kWh output for the System provided by the DAS to calculate the Actual Generation for the System for such Guarantee Year. (b) Equipment Calibration and Replacement. Provider may request to have the meteorological equipment independently calibrated or replaced at its own expense every eighteen (18) to thirty (30) months. Provider shall notify the Customer of the scheduled calibration date and time no less than 30 days prior, and shall provide the Customer written proof of calibration or replacement. (c) Contingency for Equipment Failure. In the event of hardware, communication, or other failure affecting the DAS, Provider will make commercially-reasonable efforts to resolve the failure in a timely manner. In the event that data is lost, Actual Generation for each affected System shall be adjusted to compensate for such lost data as follows: (i) In lieu of lost meteorological data, Provider will utilize such data obtained from a nearby meteorological station that Provider monitors and selects for such purpose. (ii) In lieu of lost electricity data, Provider will utilize the cumulative data from System meter readings to calculate the electricity generated by each affected System during the missing interval. In the event that data Exhibit C (Performance Guarantee) from the System meter is inaccurate or missing, Provider will simulate electricity production during the missing interval utilizing measured meteorological data and PVSim. The simulated electricity production during the missing interval will be added to the Actual Generation for each affected System for the subject Guarantee Year. ARTICLE IV. CUSTOMER RESPONSIBILITIES Section 4.01 Customer’s Failure to Uphold Responsibilities. Provider shall promptly notify Customer of any breach (“Out of Compliance Letter”) of (i) Customer’s obligation to pay Provider for the Solar Services and Storage Services pursuant to the Agreement and (ii) any Customer obligations pursuant to the Agreement that directly (A) hinder the amount of Energy or the Storage Services delivered by the System or (B) degrade the functionality of the System. Upon Customer’s cure of all failures described in an Out of Compliance Letter, Provider will notify Customer (“In Compliance Letter”) that Customer is complying with Customer’s Responsibilities. For any period between the issuance of an Out of Compliance Letter and of an In Compliance Letter (a “Noncompliance Period”), to the extent that Customer’s non-compliance actually impacts the Actual Generation of the System, any Actual Generation from such affected Systems in such month(s) shall be disregarded in the calculation of Annual Deficits for such Systems under Section 3.01, and the Expected Energy for any affected System in any Guarantee Year in which there is a Noncompliance Period shall be reduced by a proportionate amount. ARTICLE V. EXPECTED ENERGY ADJUSTMENT Section 5.01 Adjustment of Expected Energy. If, and to the extent, any of the following events results in a change in the production of electricity by the System, Expected Energy for that System shall be adjusted correlatively for the period of such change: (a) Subject to Provider’s obligations under any warranty it provides in connection with the Systems (including any Provider obligation, with respect to the System, in connection with any requirements under the California Solar Initiative program), a material portion of the components of the System fails, and the manufacturer of such component(s) refuses, or otherwise fails to honor its corresponding warranty; (b) Customer fails to perform any of its obligations under the PPA – such as obligations related to maintaining the System’s interconnection to the local utility grid or limiting outages (as defined in the Agreement) – and such failure reduces the amount of electricity that the System can generate or deliver. (c) There is any failure of the System to perform caused by legislative, administrative or executive action, regulation, order or requisition of any federal, state or local government, local utility or public utilities commission; (d) There is an Excused Performance Event; or Exhibit C (Performance Guarantee) (e) Adjustment to the Expected Energy, or a reduction in the amount of Energy that Provider is obligated to deliver, is permitted or required under the Agreement. Section 5.02 Notification of Changes to Expected Energy. If Provider determines that any changes to Expected Energy for the System are required based on an event or events described in Section 5.01, then Provider shall notify the Customer, in writing, of the basis for its determination, and Provider shall either provide revised definitions of Expected Energy in exhibits that, upon mutual agreement of the Parties, which shall not be unreasonably denied or delayed, shall replace the current exhibits to this Guarantee, or specify a date by which it shall do so. Appendix A to Guarantee Appendix A – Expected Energy Guarantee Year Expected Annual kWh 1 540,998 2 539,646 3 538,297 4 536,951 5 535,609 6 534,270 7 532,934 8 531,602 9 530,273 10 528,947 11 527,624 12 526,305 13 524,990 14 523,677 15 522,368 16 521,062 17 519,759 18 518,460 19 517,164 20 515,871 21 514,581 22 513,295 23 512,012 24 510,732 25 509,455 Total 13,126,880 Appendix B to Guarantee Appendix B – Avoided Energy Price Guarantee Year Avoided Energy Price per kWh 1 $0.0048 2 $0.0049 3 $0.0051 4 $0.0052 5 $0.0054 6 $0.0056 7 $0.0057 8 $0.0059 9 $0.0061 10 $0.0063 11 $0.0065 12 $0.0066 13 $0.0068 14 $0.0070 15 $0.0073 16 $0.0075 17 $0.0077 18 $0.0079 19 $0.0082 20 $0.0084 21 $0.0087 22 $0.0089 23 $0.0092 24 $0.0095 25 $0.0098 Appendix C to Guarantee Appendix C – Weather File SolarAnywhereTGY2016_(10km)_37.95_-122.15 Schedule A DESCRIPTION OF SITE Facility System Size (kW DC) Product Type Module qty & type - SunPower Inverters- qty & type-Delta Battery – Lockheed Martin Energy 1000 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ϲϬϭ͘ϰ;ϯͿϰϬϬd,tEͲϮ >ϳϱΣηϯͬϬ ηϯͬϬϴϬϬ ϯ ϯΗ WsͲϰϬ Ϭ͘ϵϭϭϮϬĨƚϬ͘Ϭϴйh> ϴϭϰ͘ϭϬϴ ϰϴϬ ϵϴϲ͘Ϯ;ϱͿϰϬϬd,tEͲϮh ϳϱΣηϰͬϬ ηϰͬϬϭϲϬϬ ϱ ϯΗ WsͲϰϬ Ϭ͘ϵϭϭϱϬĨƚ Ϭ͘ϭϮй^hZZzη WKtZ>/^d/E';<tͲͿWKtZ ηK&^dZ/E'^ ηK&DKh>^DϲϬhͺϭϮϭϭϲ^dZDϲϬhͺϭϮϭϭϰ^dZDϰϮhͺϭϮϭϭϮ^dZϭ ϲϲ ϲϱ͘ϰϳ ϲϵ͘ϭϮ ϭϲ ϭϵϮ ϭϮ ϰϲ ϰϱ͘ϵϳϮ ϱϭ͘ϴϰ ϭϮ ϭϰϰ ϭϯ ϲϲ ϲϱ͘ϰϳ ϲϬ͘ϰϴ ϭϰ ϭϲϴ ϭϰ ϰϲ ϰϱ͘ϵϳϮ ϱϭ͘ϴϰ ϭϮ ϭϰϰ ϭϱ ϰϲ ϰϱ͘ϵϳϮ ϱϭ͘ϴϰϭϮϭϰϰϭϲ ϰϲ ϰϱ͘ϵϳϮ ϱϭ͘ϴϰϭϮϭϰϰϭdKd> ϯϭϲ ϯϭϰ͘ϴϮϴ ϯϯϲ͘ϵϲ ϳϴ ϵϯϲ ϭ ϭ ϰ CONFIDENTIAL Schedule C Schedule C PV SYSTEM PRICING The following pricing is based on the Standard System Design Package described in Exhibit A. kWh Rate ($/kWh) Term (Years) Annual Rate Escalator (% / Year) $0.1344 25 0% STORAGE SERVICES FEE The following pricing is based on the Standard System Design Package described in Exhibit A. Rate ($/kWh) Term (Years) $0.0424 15 Schedule D TERMINATIONS VALUES Applicable Date : Years from Commercial Operation Date Termination Value ($) 0 Year $2,437,129 1 Year $1,863,743 2 Years $1,642,672 3 Years $1,419,155 4 Years $1,193,188 5 Years $964,294 6 Years $912,844 7 Years $882,533 8 Years $851,104 9 Years $818,250 10 Years $784,020 11 Years $748,737 12 Years $712,092 13 Years $673,836 14 Years $634,305 15 Years $612,952 16 Years $590,535 17 Years $568,180 18 Years $546,026 19 Years $524,141 20 Years $502,674 21 Years $481,555 22 Years $460,945 23 Years $440,937 24 Years $421,711 EXECUTION VERSION – 595 Center SPWR Savings Guarantee Agreement Page | 1 SAVINGS GUARANTEE AGREEMENT Between SunPower Corporation, Systems And Contra Costa County EXECUTION VERSION – 595 Center SPWR Savings Guarantee Agreement Page | 2 Table of Contents SAVINGS GUARANTEE AGREEMENT ............................................................................... 3 Article I. Defined Terms ............................................................................................. 3 Article II. Savings Guarantee........................................................................................ 5 Article III. Customer Responsibilities ............................................................................. 8 Article IV. Miscellaneous Provisions. ........................................................................... 10 Exhibit A: Site Information, PV System & ESS ....................................................................... 1 Exhibit B: Billing Cycle Guaranteed Savings ........................................................................... 1 Exhibit C: Sample Adjustments to Guaranteed Savings Under Section 2.06 (A) and (B) ............. 1 Exhibit D: Sample Adjustment to Guaranteed Savings Under Section 2.06 (B) OR (E) ............... 1 EXECUTION VERSION – 595 Center SPWR Savings Guarantee Agreement Page | 3 SAVINGS GUARANTEE AGREEMENT THIS SAVINGS GUARANTEE AGREEMENT (“Agreement”) dated June 18, 2019 (“Effective Date”), is entered into by and between SUNPOWER CORPORATION, SYSTEMS, a Delaware corporation (“SunPower”), with its principal place of business at 1414 Harbour Way South, Richmond, California 94804, and Contra Costa County, a political subdivision of the State of California (“Customer”), with its principal place of business at 40 Muir Road, Martinez, CA 94553. In this Agreement, SunPower and Customer are referred to individually as a “Party” and collectively as the “Parties.” Recitals WHEREAS, SunPower’s affiliate, Solar Star Co Co 1, LLC, a Delaware limited liability company (“Provider”), has separately entered into a Power Purchase Agreement , dated June 18, 2019 with Customer (the “Purchase Agreement”) pursuant to which Customer will purchase from Provider the Solar Services from the PV System and the Storage Services from the ESS identified on Exhibit A (Site Information, PV System & ESS) attached hereto and incorporated herein at the site identified on Exhibit A (the “Site”); WHEREAS, SunPower and Customer desire to enter into an agreement pursuant to which SunPower guarantees that the System will provide the Guaranteed Savings. WHEREAS, capitalized terms not otherwise defined in this Agreement shall have the meanings given such terms in the Purchase Agreement; NOW, THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION, the receipt and adequacy of which is hereby acknowledged, SunPower and Customer agree as follows: ARTICLE I. DEFINED TERMS Section 1.01 Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below: Actual Savings has the meaning set forth in Section 2.03. Baseline Average Energy Spread shall be the amount set forth in Exhibit A. Baseline Demand Charges shall mean the annual sum of demand charges paid by Customer at the Site before the installation of the System as set forth in Exhibit A. Billing Cycle means the period, typically monthly, during which the Utility assesses an electricity bill, including demand charges, at the Site. Billing Cycle Guaranteed Savings shall have the meaning set forth in Section 2.01. EXECUTION VERSION – 595 Center SPWR Savings Guarantee Agreement Page | 4 Billing Schedule shall mean the dates of (a) the Billing Cycles set by the Utility for the Site and (b) the schedule of the exact days of the year which shall be considered holidays by the utility for billing purposes Current Average Energy Spread shall, for any Guarantee Year, be the weighted average difference between on and off peak energy rates in the Utility Tariff in effect during the then- current Guarantee Year, as calculated based on the table set forth in Exhibit B. Data Acquisition System or DAS means Provider’s system that displays historical meteorological and production data over an Internet connection and consists of hardware located on-site and software housed on Provider’s DAS server. The DAS measures and logs, at a minimum, the following parameters on a 15-minute average basis at the Site: actual AC electricity production of the PV System (in kWh), actual AC electricity charge and discharge of the ESS (in kWh), and actual AC electricity import and export from the grid by the Site (in kWh) Exclusion Event means: • A Force Majeure Event; • Any temporary or permanent quarantines, blockades, rules or regulations, enacted or imposed by governmental authorities causing any disruption to System energy generation or impedance to a Party’s Site access; • Changes in any law, ordinance, or regulation relating specifically to the design, construction, installation, interconnection or operation of the System which law is effective after the date of this Agreement that materially and adversely affects the ability of a Party to perform its obligations under this Agreement or under the Purchase Agreement; • Impingements on solar access by structures or activities on neighboring sites or by facilities that are beyond the control of either Party; • Loss of telecommunications service to the System for a period exceeding seventy-two (72) hours • Any curtailment or operation of the System ordered or ordered by the Utility • Externally caused outages of the System, including outages caused by: o a fluctuation in the Utility network parameters (e.g., a frequency or voltage variation) that disconnect the inverters or System from the utility network and prevented energy from being evacuated from the System o caused by a manufacturer of any third-party equipment’s inability or unwillingness to honor its product warranty to SunPower for the replacement of parts, despite SunPower’s commercially reasonable and good faith efforts to enforce such product warranty o a failure or outage in the Utility distribution network that prevents energy from being evacuated from the System o Disconnection of power or communication lines connected to the System, or activation of the Emergency Stop Button on the System, by anyone other than SunPower or SunPower’s representatives, or the Customer or Customer EXECUTION VERSION – 595 Center SPWR Savings Guarantee Agreement Page | 5 representatives acting at the explicit direction of SunPower or SunPower’s representatives o or executed at the request of the Customer Guaranteed Demand Savings shall be the amount set forth in Section 2.01. Guaranteed Energy Savings shall be the amount set forth in Section 2.01. Guaranteed Savings shall be the amount set forth in Section 2.01 Guarantee Year shall have the meaning set forth in Section 2.01. In Compliance Letter shall have the meaning set forth in Section 3.03. Kilowatt-hour or kWh means electrical energy expressed in kilowatt-hours and recorded from the kWh interval records of a Revenue-Grade Meter. Noncompliance Period shall have the meaning set forth in Section 3.03. On-Peak Period shall be the period set forth in Exhibit A Out of Compliance Letter shall have the meaning set forth in Section 3.03. Purchase Agreement has the meaning set forth in the recitals. Savings Guarantee Payment has the meaning set forth in Section 2.04. Savings Guarantee Term shall have the meaning set forth in Section 2.02. Site means the site identified in Exhibit A. Utility means the electric distribution company providing electrical service to the Site. Utility Tariff means the tariff under which the Utility provides electrical service to the Site, which is the tariff as set forth in Exhibit A as of the Effective Date. Utility Tariff Restructuring means a material change in the structure of the Utility Tariff. Such changes may include, but are not limited to: changes to time of use periods; the introduction of maximum demand charges, minimum demand charges or “ratchets”; changes to Net Energy Metering affecting System eligibility or energy export valuation; changes to minimum bills or portions of bills; or the elimination of demand charges. ARTICLE II. SAVINGS GUARANTEE Section 2.01 Savings Guarantee During the first twelve (12) complete Billing Cycles following the Storage Services Commencement Date, and for each set of twelve (12) complete Billing Cycles thereafter during the Savings Guarantee Term (each such period, a “Guarantee Year”), SunPower guarantees (the “Savings Guarantee”) to Customer that the Actual Savings will be greater than or equal to the Guaranteed Savings, comprised of both the Guaranteed Demand Savings and the Guaranteed Energy Savings, set forth in the table below. Guaranteed Demand Savings: $16,453 EXECUTION VERSION – 595 Center SPWR Savings Guarantee Agreement Page | 6 Guaranteed Energy Savings: $13,338 Guaranteed Savings $29,791 Exhibit B provides the expected Guaranteed Savings for each Billing Cycle in a Guarantee Year at the Site (for each month, the “Billing Cycle Guaranteed Savings”). Section 2.02 Savings Guarantee Term The savings guarantee term shall commence on the Storage Services Commencement Date and terminate on the earlier to occur of (a) the end of the fifteenth (15th) Guarantee Year following the Storage Services Commencement Date, or (b) the termination of the Purchase Agreement (the “Savings Guarantee Term”). Section 2.03 Calculation of Actual Savings During each Billing Cycle in each Guarantee Year during the Savings Guarantee Term, SunPower will calculate the following amounts: a) Demand Charge Savings 1) “Gross Demand Charges” which shall be equal to the demand charges that would have been assessed at the Site based on the demand charges in the Utility Tariff in effect during that Billing Cycle and an energy usage profile equal to the sum of (a) the Site’s energy usage measured by Consumption Meter, plus or minus (b) the charge (minus) or discharge (plus) of the ESS as measured by the ESS Meter, plus (c) the PV System’s generation as measured by the PV Meter; 2) “Net Demand Charges” which shall be equal to the demand charges assessed at the Site based on the demand charges in the Utility Tariff in effect during that Billing Cycle and the Site’s energy usage measured by Net Load Meter; and 3) “Annual Demand Savings” which shall be equal to the sum, for all Billings Cycles in a Guarantee Year, of the difference between the Gross Demand Charges and the Net Demand Charges for each Billing Cycle in that Guarantee Year. b) ESS Energy Savings 1) The “Post-PV Energy Charges” which shall be equal to the energy charges that would have been assessed at the Site based on energy prices in the Utility Tariff in effect during that Billing Cycle and an energy usage profile equal to the sum of (a) the Site’s energy usage measured by the Net Load Meter, plus or minus (b) the charge (minus) or discharge (plus) of the ESS as measured by the Storage Meter; 2) The “Net Energy Charges” which shall be equal to the energy charges assessed at the Site based on the energy charges in the Utility Tariff in effect during that Billing Cycle and the Site’s energy usage measured by the Net Load Meter; and EXECUTION VERSION – 595 Center SPWR Savings Guarantee Agreement Page | 7 3) The “Actual ESS Energy Savings” which shall be equal to the sum, for all Billing Cycles in a Guarantee Year, of the difference between the Post-PV Energy Charges and the Net Energy Charges. c) Actual Savings. The “Actual Savings”, which shall be equal to the sum of the Annual Demand Savings and the Actual ESS Energy Savings for each Guarantee Year. Section 2.04 Savings Guarantee Payment a) If in any Guarantee Year, the Actual Savings are less than the Guaranteed Savings, SunPower shall pay Customer an amount equal to the Guaranteed Savings minus the Actual Savings (the “Savings Guarantee Payment”) provided that the total Savings Guarantee Payment in any Guarantee Year shall not exceed the Storage Services Fees paid by Customer under the Purchase Agreement in that Guarantee Year. b) If the Actual Savings for any Guarantee Year is greater than the Guaranteed Savings (an “Excess Savings Amount”), the Excess Savings Amount shall be credited towards calculation of the Actual Savings in the subsequent Guarantee Year. c) SunPower shall pay Customer the Savings Guarantee Payment, if any is payable, , no later than 60 days after the end of the applicable Guarantee Year. Section 2.05 Utility Billing Period The Actual Savings will be based on the Billing Cycle at the Site, provided that Customer will (a) notify SunPower of the Billing Cycle at the Site when the ESS is installed, and (b) notify SunPower of any changes to the Billing Cycle. If Customer fails to notify SunPower of changes to the Billing Cycle at the Site, the Actual Savings calculations performed will be based on the last Billing Cycle available to SunPower. Section 2.06 Savings Guarantee Adjustments. The Parties agree that the Savings Guarantee shall be adjusted in the following circumstances as described below. a) If, in any Guarantee Year, the total Gross Demand Charges in that Guarantee Year are less than 85% of the Baseline Demand Charges, the Guaranteed Savings to be used in calculating the Savings Guarantee Payment applicable to such Guarantee Year shall be reduced by an amount equal to the product of (1) Guaranteed Demand Savings, times, (2) a fraction equal to (i) the Gross Demand Charges observed in that Guarantee Year, divided by (ii) Baseline Demand Charges. b) If in any Guarantee Year, the Current Average Energy Spread is less than 85% of the Baseline Average Energy Spread, then the Annual Guaranteed Savings to be used in calculating the Savings Guarantee Payment applicable to such Guarantee Year shall be reduced by an amount equal to the product of (1) Guaranteed Energy Savings, times, (2) a fraction equal to (i) the Current Average Energy Spread observed in that Guarantee Year, divided by (ii) Baseline Average Energy Spread. c) If an Exclusion Event occurs, the Guaranteed Savings to be used in calculating the Savings Guarantee Payment applicable to such Guarantee Year shall be the Guaranteed Savings EXECUTION VERSION – 595 Center SPWR Savings Guarantee Agreement Page | 8 minus the Billing Cycle Guaranteed Savings set forth in Exhibit B for the Billing Cycle(s) during which the Exclusion Event(s) occurs. d) If Customer or any person other than SunPower or a subcontractor specifically approved by SunPower repairs, modifies or alters the System, the Guaranteed Savings to be used in calculating the Savings Guarantee Payment applicable to such Guarantee Year shall be reduced by the Billing Cycle Guaranteed Savings set forth in Exhibit B for the Billing Cycle(s) during which the unapproved repair, modification or alteration impairs the performance of the System. e) If (a) the Utility Tariff under which the Site receives electrical service from the Utility ceases to be the tariff set forth in Exhibit A hereto, (b) a Utility Tariff Restructuring occurs, or (c) the Parties agree to move the PV System or ESS from the Site to another location, the Parties will negotiate in good faith an adjustment to the Guaranteed Savings, provided that SunPower shall not owe Customer any Savings Guarantee Payment in a Guarantee Year to the extent such payment is owed due to the Utility Tariff at the Site ceasing to be the tariff identified in Exhibit A, a Utility Tariff Restructuring or the PV System or ESS being removed from the Site. f) The Parties acknowledge and agree that the Guaranteed Savings as set forth in this Agreement are subject to change by SunPower prior to the Storage Services Commencement Date in the event that the PV System or ESS as constructed and installed differs from the initial PV System or ESS designed and specified in the Purchase Agreement. Sample calculations of the adjustments set forth in Section 2.06 (a) and (b) are provided in Exhibit C, and a sample calculation of the adjustments set forth in Section 2.06 (d) and (e) is provided in Exhibit D. ARTICLE III. CUSTOMER RESPONSIBILITIES Section 3.01 Designated Contacts. Customer hereby designates an individual as “Primary Contact” and another individual as “Secondary Contact,” each of whom shall be authorized to represent Customer in the administration of this Agreement: Primary Contact: Name: Frank V. Di Massa Work Phone: (925) 957-2473 Cell Phone: (925) 374-2491 Mailing address: 40 Muir Road, Martinez, CA 94553 Fax: (925) 228-2437 Email: Frank.DiMassa@pw.cccounty.us Secondary Contact: EXECUTION VERSION – 595 Center SPWR Savings Guarantee Agreement Page | 9 Name: Ramesh Kanzaria Work Phone: (925) 957-2468 Mailing address: (925) 383-2596 Fax: (925) 228-2437 Email: Ramesh.Kanzaria@pw.cccounty.us Section 3.02 Customer Responsibilities. Throughout the Savings Guarantee Term Customer shall: (a) not impair SunPower’s ability to maintain the System and allow repairs in a timely fashion as may be recommended from time to time by SunPower; (b) not be in breach of (i) Customer’s obligation to pay Provider for the Solar Services and Storage Services pursuant to the Purchase Agreement and (ii) any Customer obligations pursuant to the Purchase Agreement that directly (A) hinder the amount of Energy or the Storage Services delivered by the System or (B) degrade the functionality of the System. (c) grant reasonable access to the System by SunPower personnel and representatives; (d) ensure that Primary and Secondary Contacts have the capability to resolve any failures of DAS communications; (e) ensure any selected demolition agreed to by the Parties prior to construction of the System has been completed and that external shading on the PV System does not increase over the Savings Guarantee Term; (f) not modify, alter, damage, service, or repair, without SunPower’s prior written approval, any part of the System, the supporting structure for the System (including building roof, if applicable), or the associated wiring; (g) notify SunPower within 30 days if the Utility Tariff ceases to be the tariff set forth in Exhibit A, and (h) notify SunPower of changes to the Billing Cycle , at least on an annual basis before December 15th of each calendar year. Section 3.03 Customer’s Failure to Uphold Responsibilities. SunPower shall promptly notify Customer of any failures to perform an obligation under this Agreement (“Out of Compliance Letter”). Upon Customer’s cure of all failures described in an Out of Compliance Letter, SunPower will notify Customer (“In Compliance Letter”) that Customer is complying with Customer’s Responsibilities. For any period between the issuance of an Out of Compliance Letter and of an In Compliance Letter (a “Noncompliance Period”), SunPower shall have no liability under this Agreement. For any Guarantee Year in which there is a Noncompliance Period, the Guaranteed Savings to be used in calculating the Savings Guarantee Payment applicable to such Guarantee Year shall be reduced by the Billing Cycle Guaranteed Savings set forth in Exhibit B for the Billing Cycle(s) during which there is a Noncompliance Period. EXECUTION VERSION – 595 Center SPWR Savings Guarantee Agreement Page | 10 ARTICLE IV. MISCELLANEOUS PROVISIONS. Section 4.01 Limitation of Liability. Neither Party shall be liable under this Agreement for any indirect, consequential or punitive damages, including, without limitation, loss of profits, loss of revenue, or loss of use of any equipment or facilities. In no event shall SunPower’s liability hereunder exceed any payment obligations arising under Section 2.04. Section 4.02 Technical Disputes. In case of any technical dispute between the Parties in a matter related to the calculation of the Actual Savings, Customer has the right to request the appointment of a technical expert in the operation of energy storage systems (the “Expert”) for resolution of the issue. The Expert shall finally determine the technical matter at issue in accordance with the provisions of this Contract, acting as arbitrator. The Expert shall deliver its determination to the Parties in writing, including an explanation of the underlying reasons, within thirty (30) calendar days after the acceptance of the mandate. The Expert’s determination shall be final and binding upon the Parties. The costs of the determination, including fees and expenses of the Expert, shall be borne by the Party the Expert deems is in the wrong. Section 4.03 Notices. All notices or other communications given, delivered or made under this Agreement by either Party to the other Party shall be in writing and shall be delivered personally, by first-class mail, by reputable overnight delivery company, or by facsimile (with reasonable proof of successful transmission). All such notices or communications to a party shall be mailed, delivered or faxed to such party at its address shown below or to such other address as the Party may designate by ten (10) days’ prior notice: If to Customer: Name: Frank V. Di Massa Work Phone: (925) 957-2473 Cell Phone: (925) 374-2491 Mailing address: 40 Muir Road, Martinez, CA 94553 Fax: (925) 228-2437 Email: Frank.DiMassa@pw.cccounty.us If to SunPower: SunPower Corporation, Systems 2900 Esperanza Crossing, Floor 2 Austin, TX 78758 Telephone No.: (512) 493-4663 Facsimile No: (512) 857-1155 Attention: Wayne Webb EXECUTION VERSION – 595 Center SPWR Savings Guarantee Agreement Page | 11 Section 4.04 Entire Agreement. This Agreement and referenced Exhibits and other attachments hereto constitute the entire agreement regarding the subject matter of this Agreement and supersede all prior agreements and understandings between the parties relating to the subject matter of this Agreement. Section 4.05 Amendments. This Agreement may not be amended, supplemented or otherwise modified except by a written instrument specifically referring to this Agreement and signed by both parties, or as specifically allowed under the terms and conditions outlined in this Agreement Section 4.06 No Waiver. Failure or delay by a party to exercise any right or remedy under this Agreement shall not constitute a waiver thereof. A waiver of breach or default shall not operate as a waiver of any other breach or default, a waiver of the provision itself, or of the same type of breach or default on a future occasion. No waiver shall be effective unless explicitly set forth in writing and executed by the party making the waiver. Section 4.07 Successors and Assigns. Except as provided herein, no party may assign this Agreement without the prior written consent of the other party. Such consent shall not be unreasonably withheld. Either party may assign this Agreement without consent to a parent or subsidiary, an acquirer of assets, or a successor by merger. Nothing in this Agreement, expressed or implied, is intended to confer any rights, remedies, obligations or liabilities under or by reason of this Agreement upon any person or entity other than the parties. Notwithstanding anything herein to the contrary, SunPower may assign all of its rights and obligations under this Agreement to an assignee that has comparable experience in operating and maintaining photovoltaic solar and storage systems comparable to the System and providing services comparable to the solar and storage Services. Section 4.08 Severability. If any part of this Agreement shall be invalid or unenforceable under any applicable law, such invalidity or unenforceability shall not affect the enforceability of any other part hereof. Section 4.09 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument. Section 4.10 Applicable Law. This Agreement shall be governed in all respects by the laws of the State of California, in each case without application of conflict of laws principles and without regard to the actual place or places of residence or business of the parties or the actual place or places of negotiation, execution or delivery of this Agreement. Section 4.11 Interpretation. Each party agrees that this Agreement will be interpreted fairly to carry out its purpose and intent. Each party waives any statute or rule of construction or interpretation, which would require that any ambiguity be interpreted against any party. EXECUTION VERSION – 595 Center SPWR Savings Guarantee Agreement Page | 12 Section 4.12 No Cross-Default or Right of Offset. For the avoidance of doubt, each Party agrees that (i) this Agreement does not create any right to terminate the Purchase Agreement, (ii) any failure of either Party to perform any obligations hereunder will not create any rights to offset any amounts owed under the Purchase Agreement, and (iii) any failure of either Party to perform any obligations under the Purchase Agreement will not create any rights to offset any amounts owed hereunder. [Signature Page Follows] EXECUTION VERSION – 595 Center [Signature Page to Savings Guarantee Agreement (SPWR – County of Contra Costa)] IN WITNESS WHEREOF, SunPower and Customer have executed this Agreement. SUNPOWER: SUNPOWER CORPORATION, SYSTEMS, a Delaware corporation By: __________________________ Name: __________________________ Title: __________________________ CUSTOMER: Contra Costa County By: __________________________ Name: __________________________ Title: __________________________ EXECUTION VERSION – 595 Center Exhibit A EXHIBIT A: SITE INFORMATION, PV SYSTEM & ESS Site Name: 595 Center Ave Site Address: 595 Center Ave, Martinez, CA 94553 Estimated PV System Size: 352 kWp Estimated ESS Size: 500 kW / 950 kWh Utility Providing Electrical Service: Pacific Gas and Electric (PG&E) Utility Tariff to be Effective as of the Storage Services Commencement Date: PG&E E19S Option R Baseline Demand Charges: $63,453 On Peak Period: 4-9pm Baseline Average Energy Spread: Season Off Peak Period Months per Year Rate On Peak Rate Spread Summer Off-Peak 4 $0.1174 $0.34403 $0.2266 (a) Winter Super Off Peak 3 $0.06384 $ 0.14197 $0.0781 (b) Baseline Average Energy Spread (weighted average of a, b based on months of year in effect): $0.1630 EXECUTION VERSION – 595 Center Exhibit B EXHIBIT B: BILLING CYCLE GUARANTEED SAVINGS Billing Cycle1 Billing Cycle Guaranteed Savings January $1,660 February $784 March $1,779 April $1,972 May $2,277 June $4,373 July $4,568 August $4,972 September $4,500 October $1,402 November $867 December $637 Guaranteed Savings $29,791 1 The months shown in the table above refer to the calendar month during which the majority of a Billing Cycle occurs. For example, a Billing Cycle covering the dates from January 3 – February 2 would correspond to the row labeled January in the table above. EXECUTION VERSION – 595 Center Exhibit C EXHIBIT C: SAMPLE ADJUSTMENTS TO GUARANTEED SAVINGS UNDER SECTION 2.06 (A) AND (B) Section 2.06 (a) Gross Demand Charges (a) $50,000 Baseline Demand Charges (b) $63,453 Adjustment Factor (1 - (a / b)) = (c) 21% Guaranteed Demand Savings (d) $16,453 Guaranteed Demand Savings Adjustment (d * c) = (e) $3,488 Guaranteed Savings (f) $29,791 Adjusted Guaranteed Savings (f-e) $26,303 Section 2.06 (b) Baseline Average Energy Spread (a) $0.1630 Current Average Energy Spread (b) $0.12 Adjustment Factor (a / b) = (c) 26% Guaranteed Energy Savings (d) $13,338 Guaranteed Energy Savings Adjustment (d * c) = (e) $3,519 Guaranteed Savings (f) $29,791 Adjusted Guaranteed Savings (f-e) $26,272 EXECUTION VERSION – 595 Center Exhibit D EXHIBIT D: SAMPLE ADJUSTMENT TO GUARANTEED SAVINGS UNDER SECTION 2.06 (B) OR (E) Guaranteed Month(s) During which Exclusion Applies May Billing Cycle Guaranteed Savings in those months (a) $2,277 Annual Guaranteed Savings (b) $29,791 Adjusted Guaranteed Savings (a – b) $27,514 EXECUTION VERSION – 1000 Ward St SPWR Savings Guarantee Agreement Page | 1 SAVINGS GUARANTEE AGREEMENT Between SunPower Corporation, Systems And Contra Costa County EXECUTION VERSION – 1000 Ward St SPWR Savings Guarantee Agreement Page | 2 Table of Contents SAVINGS GUARANTEE AGREEMENT ............................................................................... 3 Article I. Defined Terms ............................................................................................. 3 Article II. Savings Guarantee........................................................................................ 5 Article III. Customer Responsibilities ............................................................................. 8 Article IV. Miscellaneous Provisions. ........................................................................... 10 Exhibit A: Site Information, PV System & ESS ....................................................................... 1 Exhibit B: Billing Cycle Guaranteed Savings ........................................................................... 1 Exhibit C: Sample Adjustments to Guaranteed Savings Under Section 2.06 (A) and (B) ............. 1 Exhibit D: Sample Adjustment to Guaranteed Savings Under Section 2.06 (B) OR (E) ............... 1 EXECUTION VERSION – 1000 Ward St SPWR Savings Guarantee Agreement Page | 3 SAVINGS GUARANTEE AGREEMENT THIS SAVINGS GUARANTEE AGREEMENT (“Agreement”) dated June 18, 2019 (“Effective Date”), is entered into by and between SUNPOWER CORPORATION, SYSTEMS, a Delaware corporation (“SunPower”), with its principal place of business at 1414 Harbour Way South, Richmond, California 94804, and Contra Costa County, a political subdivision of the State of California (“Customer”), with its principal place of business at 40 Muir Road, Martinez, CA 94553. In this Agreement, SunPower and Customer are referred to individually as a “Party” and collectively as the “Parties.” Recitals WHEREAS, SunPower’s affiliate, Solar Star Co Co 1, LLC, a Delaware limited liability company (“Provider”), has separately entered into a Power Purchase Agreement , dated June 18, 2019 with Customer (the “Purchase Agreement”) pursuant to which Customer will purchase from Provider the Solar Services from the PV System and the Storage Services from the ESS identified on Exhibit A (Site Information, PV System & ESS) attached hereto and incorporated herein at the site identified on Exhibit A (the “Site”); WHEREAS, SunPower and Customer desire to enter into an agreement pursuant to which SunPower guarantees that the System will provide the Guaranteed Savings. WHEREAS, capitalized terms not otherwise defined in this Agreement shall have the meanings given such terms in the Purchase Agreement; NOW, THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION, the receipt and adequacy of which is hereby acknowledged, SunPower and Customer agree as follows: ARTICLE I. DEFINED TERMS Section 1.01 Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below: Actual Savings has the meaning set forth in Section 2.03. Baseline Average Energy Spread shall be the amount set forth in Exhibit A. Baseline Demand Charges shall mean the annual sum of demand charges paid by Customer at the Site before the installation of the System as set forth in Exhibit A. Billing Cycle means the period, typically monthly, during which the Utility assesses an electricity bill, including demand charges, at the Site. Billing Cycle Guaranteed Savings shall have the meaning set forth in Section 2.01. EXECUTION VERSION – 1000 Ward St SPWR Savings Guarantee Agreement Page | 4 Billing Schedule shall mean the dates of (a) the Billing Cycles set by the Utility for the Site and (b) the schedule of the exact days of the year which shall be considered holidays by the utility for billing purposes Current Average Energy Spread shall, for any Guarantee Year, be the weighted average difference between on and off peak energy rates in the Utility Tariff in effect during the then- current Guarantee Year, as calculated based on the table set forth in Exhibit B. Data Acquisition System or DAS means Provider’s system that displays historical meteorological and production data over an Internet connection and consists of hardware located on-site and software housed on Provider’s DAS server. The DAS measures and logs, at a minimum, the following parameters on a 15-minute average basis at the Site: actual AC electricity production of the PV System (in kWh), actual AC electricity charge and discharge of the ESS (in kWh), and actual AC electricity import and export from the grid by the Site (in kWh) Exclusion Event means: • A Force Majeure Event; • Any temporary or permanent quarantines, blockades, rules or regulations, enacted or imposed by governmental authorities causing any disruption to System energy generation or impedance to a Party’s Site access; • Changes in any law, ordinance, or regulation relating specifically to the design, construction, installation, interconnection or operation of the System which law is effective after the date of this Agreement that materially and adversely affects the ability of a Party to perform its obligations under this Agreement or under the Purchase Agreement; • Impingements on solar access by structures or activities on neighboring sites or by facilities that are beyond the control of either Party; • Loss of telecommunications service to the System for a period exceeding seventy-two (72) hours • Any curtailment or operation of the System ordered or ordered by the Utility • Externally caused outages of the System, including outages caused by: o a fluctuation in the Utility network parameters (e.g., a frequency or voltage variation) that disconnect the inverters or System from the utility network and prevented energy from being evacuated from the System o caused by a manufacturer of any third-party equipment’s inability or unwillingness to honor its product warranty to SunPower for the replacement of parts, despite SunPower’s commercially reasonable and good faith efforts to enforce such product warranty o a failure or outage in the Utility distribution network that prevents energy from being evacuated from the System o Disconnection of power or communication lines connected to the System, or activation of the Emergency Stop Button on the System, by anyone other than SunPower or SunPower’s representatives, or the Customer or Customer EXECUTION VERSION – 1000 Ward St SPWR Savings Guarantee Agreement Page | 5 representatives acting at the explicit direction of SunPower or SunPower’s representatives o or executed at the request of the Customer Guaranteed Demand Savings shall be the amount set forth in Section 2.01. Guaranteed Energy Savings shall be the amount set forth in Section 2.01. Guaranteed Savings shall be the amount set forth in Section 2.01 Guarantee Year shall have the meaning set forth in Section 2.01. In Compliance Letter shall have the meaning set forth in Section 3.03. Kilowatt-hour or kWh means electrical energy expressed in kilowatt-hours and recorded from the kWh interval records of a Revenue-Grade Meter. Noncompliance Period shall have the meaning set forth in Section 3.03. On-Peak Period shall be the period set forth in Exhibit A Out of Compliance Letter shall have the meaning set forth in Section 3.03. Purchase Agreement has the meaning set forth in the recitals. Savings Guarantee Payment has the meaning set forth in Section 2.04. Savings Guarantee Term shall have the meaning set forth in Section 2.02. Site means the site identified in Exhibit A. Utility means the electric distribution company providing electrical service to the Site. Utility Tariff means the tariff under which the Utility provides electrical service to the Site, which is the tariff as set forth in Exhibit A as of the Effective Date. Utility Tariff Restructuring means a material change in the structure of the Utility Tariff. Such changes may include, but are not limited to: changes to time of use periods; the introduction of maximum demand charges, minimum demand charges or “ratchets”; changes to Net Energy Metering affecting System eligibility or energy export valuation; changes to minimum bills or portions of bills; or the elimination of demand charges. ARTICLE II. SAVINGS GUARANTEE Section 2.01 Savings Guarantee During the first twelve (12) complete Billing Cycles following the Storage Services Commencement Date, and for each set of twelve (12) complete Billing Cycles thereafter during the Savings Guarantee Term (each such period, a “Guarantee Year”), SunPower guarantees (the “Savings Guarantee”) to Customer that the Actual Savings will be greater than or equal to the Guaranteed Savings, comprised of both the Guaranteed Demand Savings and the Guaranteed Energy Savings, set forth in the table below. Guaranteed Demand Savings: $16,453 EXECUTION VERSION – 1000 Ward St SPWR Savings Guarantee Agreement Page | 6 Guaranteed Energy Savings: $13,338 Guaranteed Savings $29,791 Exhibit B provides the expected Guaranteed Savings for each Billing Cycle in a Guarantee Year at the Site (for each month, the “Billing Cycle Guaranteed Savings”). Section 2.02 Savings Guarantee Term The savings guarantee term shall commence on the Storage Services Commencement Date and terminate on the earlier to occur of (a) the end of the fifteenth (15th) Guarantee Year following the Storage Services Commencement Date, or (b) the termination of the Purchase Agreement (the “Savings Guarantee Term”). Section 2.03 Calculation of Actual Savings During each Billing Cycle in each Guarantee Year during the Savings Guarantee Term, SunPower will calculate the following amounts: a) Demand Charge Savings 1) “Gross Demand Charges” which shall be equal to the demand charges that would have been assessed at the Site based on the demand charges in the Utility Tariff in effect during that Billing Cycle and an energy usage profile equal to the sum of (a) the Site’s energy usage measured by Consumption Meter, plus or minus (b) the charge (minus) or discharge (plus) of the ESS as measured by the ESS Meter, plus (c) the PV System’s generation as measured by the PV Meter; 2) “Net Demand Charges” which shall be equal to the demand charges assessed at the Site based on the demand charges in the Utility Tariff in effect during that Billing Cycle and the Site’s energy usage measured by Net Load Meter; and 3) “Annual Demand Savings” which shall be equal to the sum, for all Billings Cycles in a Guarantee Year, of the difference between the Gross Demand Charges and the Net Demand Charges for each Billing Cycle in that Guarantee Year. b) ESS Energy Savings 1) The “Post-PV Energy Charges” which shall be equal to the energy charges that would have been assessed at the Site based on energy prices in the Utility Tariff in effect during that Billing Cycle and an energy usage profile equal to the sum of (a) the Site’s energy usage measured by the Net Load Meter, plus or minus (b) the charge (minus) or discharge (plus) of the ESS as measured by the Storage Meter; 2) The “Net Energy Charges” which shall be equal to the energy charges assessed at the Site based on the energy charges in the Utility Tariff in effect during that Billing Cycle and the Site’s energy usage measured by the Net Load Meter; and EXECUTION VERSION – 1000 Ward St SPWR Savings Guarantee Agreement Page | 7 3) The “Actual ESS Energy Savings” which shall be equal to the sum, for all Billing Cycles in a Guarantee Year, of the difference between the Post-PV Energy Charges and the Net Energy Charges. c) Actual Savings. The “Actual Savings”, which shall be equal to the sum of the Annual Demand Savings and the Actual ESS Energy Savings for each Guarantee Year. Section 2.04 Savings Guarantee Payment a) If in any Guarantee Year, the Actual Savings are less than the Guaranteed Savings, SunPower shall pay Customer an amount equal to the Guaranteed Savings minus the Actual Savings (the “Savings Guarantee Payment”) provided that the total Savings Guarantee Payment in any Guarantee Year shall not exceed the Storage Services Fees paid by Customer under the Purchase Agreement in that Guarantee Year. b) If the Actual Savings for any Guarantee Year is greater than the Guaranteed Savings (an “Excess Savings Amount”), the Excess Savings Amount shall be credited towards calculation of the Actual Savings in the subsequent Guarantee Year. c) SunPower shall pay Customer the Savings Guarantee Payment, if any is payable, , no later than 60 days after the end of the applicable Guarantee Year. Section 2.05 Utility Billing Period The Actual Savings will be based on the Billing Cycle at the Site, provided that Customer will (a) notify SunPower of the Billing Cycle at the Site when the ESS is installed, and (b) notify SunPower of any changes to the Billing Cycle. If Customer fails to notify SunPower of changes to the Billing Cycle at the Site, the Actual Savings calculations performed will be based on the last Billing Cycle available to SunPower. Section 2.06 Savings Guarantee Adjustments. The Parties agree that the Savings Guarantee shall be adjusted in the following circumstances as described below. a) If, in any Guarantee Year, the total Gross Demand Charges in that Guarantee Year are less than 85% of the Baseline Demand Charges, the Guaranteed Savings to be used in calculating the Savings Guarantee Payment applicable to such Guarantee Year shall be reduced by an amount equal to the product of (1) Guaranteed Demand Savings, times, (2) a fraction equal to (i) the Gross Demand Charges observed in that Guarantee Year, divided by (ii) Baseline Demand Charges. b) If in any Guarantee Year, the Current Average Energy Spread is less than 85% of the Baseline Average Energy Spread, then the Annual Guaranteed Savings to be used in calculating the Savings Guarantee Payment applicable to such Guarantee Year shall be reduced by an amount equal to the product of (1) Guaranteed Energy Savings, times, (2) a fraction equal to (i) the Current Average Energy Spread observed in that Guarantee Year, divided by (ii) Baseline Average Energy Spread. c) If an Exclusion Event occurs, the Guaranteed Savings to be used in calculating the Savings Guarantee Payment applicable to such Guarantee Year shall be the Guaranteed Savings EXECUTION VERSION – 1000 Ward St SPWR Savings Guarantee Agreement Page | 8 minus the Billing Cycle Guaranteed Savings set forth in Exhibit B for the Billing Cycle(s) during which the Exclusion Event(s) occurs. d) If Customer or any person other than SunPower or a subcontractor specifically approved by SunPower repairs, modifies or alters the System, the Guaranteed Savings to be used in calculating the Savings Guarantee Payment applicable to such Guarantee Year shall be reduced by the Billing Cycle Guaranteed Savings set forth in Exhibit B for the Billing Cycle(s) during which the unapproved repair, modification or alteration impairs the performance of the System. e) If (a) the Utility Tariff under which the Site receives electrical service from the Utility ceases to be the tariff set forth in Exhibit A hereto, (b) a Utility Tariff Restructuring occurs, or (c) the Parties agree to move the PV System or ESS from the Site to another location, the Parties will negotiate in good faith an adjustment to the Guaranteed Savings, provided that SunPower shall not owe Customer any Savings Guarantee Payment in a Guarantee Year to the extent such payment is owed due to the Utility Tariff at the Site ceasing to be the tariff identified in Exhibit A, a Utility Tariff Restructuring or the PV System or ESS being removed from the Site. f) The Parties acknowledge and agree that the Guaranteed Savings as set forth in this Agreement are subject to change by SunPower prior to the Storage Services Commencement Date in the event that the PV System or ESS as constructed and installed differs from the initial PV System or ESS designed and specified in the Purchase Agreement. Sample calculations of the adjustments set forth in Section 2.06 (a) and (b) are provided in Exhibit C, and a sample calculation of the adjustments set forth in Section 2.06 (d) and (e) is provided in Exhibit D. ARTICLE III. CUSTOMER RESPONSIBILITIES Section 3.01 Designated Contacts. Customer hereby designates an individual as “Primary Contact” and another individual as “Secondary Contact,” each of whom shall be authorized to represent Customer in the administration of this Agreement: Primary Contact: Name: Frank V. Di Massa Work Phone: (925) 957-2473 Cell Phone: (925) 374-2491 Mailing address: 40 Muir Road, Martinez, CA 94553 Fax: (925) 228-2437 Email: Frank.DiMassa@pw.cccounty.us Secondary Contact: EXECUTION VERSION – 1000 Ward St SPWR Savings Guarantee Agreement Page | 9 Name: Ramesh Kanzaria Work Phone: (925) 957-2468 Mailing address: (925) 383-2596 Fax: (925) 228-2437 Email: Ramesh.Kanzaria@pw.cccounty.us Section 3.02 Customer Responsibilities. Throughout the Savings Guarantee Term Customer shall: (a) not impair SunPower’s ability to maintain the System and allow repairs in a timely fashion as may be recommended from time to time by SunPower; (b) not be in breach of (i) Customer’s obligation to pay Provider for the Solar Services and Storage Services pursuant to the Purchase Agreement and (ii) any Customer obligations pursuant to the Purchase Agreement that directly (A) hinder the amount of Energy or the Storage Services delivered by the System or (B) degrade the functionality of the System. (c) grant reasonable access to the System by SunPower personnel and representatives; (d) ensure that Primary and Secondary Contacts have the capability to resolve any failures of DAS communications; (e) ensure any selected demolition agreed to by the Parties prior to construction of the System has been completed and that external shading on the PV System does not increase over the Savings Guarantee Term; (f) not modify, alter, damage, service, or repair, without SunPower’s prior written approval, any part of the System, the supporting structure for the System (including building roof, if applicable), or the associated wiring; (g) notify SunPower within 30 days if the Utility Tariff ceases to be the tariff set forth in Exhibit A, and (h) notify SunPower of changes to the Billing Cycle , at least on an annual basis before December 15th of each calendar year. Section 3.03 Customer’s Failure to Uphold Responsibilities. SunPower shall promptly notify Customer of any failures to perform an obligation under this Agreement (“Out of Compliance Letter”). Upon Customer’s cure of all failures described in an Out of Compliance Letter, SunPower will notify Customer (“In Compliance Letter”) that Customer is complying with Customer’s Responsibilities. For any period between the issuance of an Out of Compliance Letter and of an In Compliance Letter (a “Noncompliance Period”), SunPower shall have no liability under this Agreement. For any Guarantee Year in which there is a Noncompliance Period, the Guaranteed Savings to be used in calculating the Savings Guarantee Payment applicable to such Guarantee Year shall be reduced by the Billing Cycle Guaranteed Savings set forth in Exhibit B for the Billing Cycle(s) during which there is a Noncompliance Period. EXECUTION VERSION – 1000 Ward St SPWR Savings Guarantee Agreement Page | 10 ARTICLE IV. MISCELLANEOUS PROVISIONS. Section 4.01 Limitation of Liability. Neither Party shall be liable under this Agreement for any indirect, consequential or punitive damages, including, without limitation, loss of profits, loss of revenue, or loss of use of any equipment or facilities. In no event shall SunPower’s liability hereunder exceed any payment obligations arising under Section 2.04. Section 4.02 Technical Disputes. In case of any technical dispute between the Parties in a matter related to the calculation of the Actual Savings, Customer has the right to request the appointment of a technical expert in the operation of energy storage systems (the “Expert”) for resolution of the issue. The Expert shall finally determine the technical matter at issue in accordance with the provisions of this Contract, acting as arbitrator. The Expert shall deliver its determination to the Parties in writing, including an explanation of the underlying reasons, within thirty (30) calendar days after the acceptance of the mandate. The Expert’s determination shall be final and binding upon the Parties. The costs of the determination, including fees and expenses of the Expert, shall be borne by the Party the Expert deems is in the wrong. Section 4.03 Notices. All notices or other communications given, delivered or made under this Agreement by either Party to the other Party shall be in writing and shall be delivered personally, by first-class mail, by reputable overnight delivery company, or by facsimile (with reasonable proof of successful transmission). All such notices or communications to a party shall be mailed, delivered or faxed to such party at its address shown below or to such other address as the Party may designate by ten (10) days’ prior notice: If to Customer: Name: Frank V. Di Massa Work Phone: (925) 957-2473 Cell Phone: (925) 374-2491 Mailing address: 40 Muir Road, Martinez, CA 94553 Fax: (925) 228-2437 Email: Frank.DiMassa@pw.cccounty.us If to SunPower: SunPower Corporation, Systems 2900 Esperanza Crossing, Floor 2 Austin, TX 78758 Telephone No.: (512) 493-4663 Facsimile No: (512) 857-1155 Attention: Wayne Webb EXECUTION VERSION – 1000 Ward St SPWR Savings Guarantee Agreement Page | 11 Section 4.04 Entire Agreement. This Agreement and referenced Exhibits and other attachments hereto constitute the entire agreement regarding the subject matter of this Agreement and supersede all prior agreements and understandings between the parties relating to the subject matter of this Agreement. Section 4.05 Amendments. This Agreement may not be amended, supplemented or otherwise modified except by a written instrument specifically referring to this Agreement and signed by both parties, or as specifically allowed under the terms and conditions outlined in this Agreement Section 4.06 No Waiver. Failure or delay by a party to exercise any right or remedy under this Agreement shall not constitute a waiver thereof. A waiver of breach or default shall not operate as a waiver of any other breach or default, a waiver of the provision itself, or of the same type of breach or default on a future occasion. No waiver shall be effective unless explicitly set forth in writing and executed by the party making the waiver. Section 4.07 Successors and Assigns. Except as provided herein, no party may assign this Agreement without the prior written consent of the other party. Such consent shall not be unreasonably withheld. Either party may assign this Agreement without consent to a parent or subsidiary, an acquirer of assets, or a successor by merger. Nothing in this Agreement, expressed or implied, is intended to confer any rights, remedies, obligations or liabilities under or by reason of this Agreement upon any person or entity other than the parties. Notwithstanding anything herein to the contrary, SunPower may assign all of its rights and obligations under this Agreement to an assignee that has comparable experience in operating and maintaining photovoltaic solar and storage systems comparable to the System and providing services comparable to the solar and storage Services. Section 4.08 Severability. If any part of this Agreement shall be invalid or unenforceable under any applicable law, such invalidity or unenforceability shall not affect the enforceability of any other part hereof. Section 4.09 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument. Section 4.10 Applicable Law. This Agreement shall be governed in all respects by the laws of the State of California, in each case without application of conflict of laws principles and without regard to the actual place or places of residence or business of the parties or the actual place or places of negotiation, execution or delivery of this Agreement. Section 4.11 Interpretation. Each party agrees that this Agreement will be interpreted fairly to carry out its purpose and intent. Each party waives any statute or rule of construction or interpretation, which would require that any ambiguity be interpreted against any party. EXECUTION VERSION – 1000 Ward St SPWR Savings Guarantee Agreement Page | 12 Section 4.12 No Cross-Default or Right of Offset. For the avoidance of doubt, each Party agrees that (i) this Agreement does not create any right to terminate the Purchase Agreement, (ii) any failure of either Party to perform any obligations hereunder will not create any rights to offset any amounts owed under the Purchase Agreement, and (iii) any failure of either Party to perform any obligations under the Purchase Agreement will not create any rights to offset any amounts owed hereunder. [Signature Page Follows] EXECUTION VERSION – 1000 Ward St [Signature Page to Savings Guarantee Agreement (SPWR – County of Contra Costa)] IN WITNESS WHEREOF, SunPower and Customer have executed this Agreement. SUNPOWER: SUNPOWER CORPORATION, SYSTEMS, a Delaware corporation By: __________________________ Name: __________________________ Title: __________________________ CUSTOMER: Contra Costa County By: __________________________ Name: __________________________ Title: __________________________ EXECUTION VERSION – 1000 Ward St Exhibit A EXHIBIT A: SITE INFORMATION, PV SYSTEM & ESS Site Name: 1000 Ward Street Site Address: 1000 Ward Street, Martinez, CA 94553 Estimated PV System Size: 337 kWp Estimated ESS Size: 500 kW / 950 kWh Utility Providing Electrical Service: Pacific Gas and Electric (PG&E) Utility Tariff to be Effective as of the Storage Services Commencement Date: PG&E E19S Option R Baseline Demand Charges: $106,104 On Peak Period: 4-9pm Baseline Average Energy Spread: Season Off Peak Period Months per Year Rate On Peak Rate Spread Summer Off-Peak 4 $0.1174 $0.34403 $0.2266 (a) Winter Super Off Peak 3 $0.06384 $ 0.14197 $0.0781 (b) Baseline Average Energy Spread (weighted average of a, b based on months of year in effect): $0.1630 EXECUTION VERSION – 1000 Ward St Exhibit B EXHIBIT B: BILLING CYCLE GUARANTEED SAVINGS Billing Cycle1 Billing Cycle Guaranteed Savings January $1,380 February $1,532 March $2,499 April $2,186 May $1,061 June $5,040 July $4,714 August $4,650 September $4,386 October $1,796 November $727 December $702 Guaranteed Savings $30,674 1 The months shown in the table above refer to the calendar month during which the majority of a Billing Cycle occurs. For example, a Billing Cycle covering the dates from January 3 – February 2 would correspond to the row labeled January in the table above. EXECUTION VERSION – 1000 Ward St Exhibit C EXHIBIT C: SAMPLE ADJUSTMENTS TO GUARANTEED SAVINGS UNDER SECTION 2.06 (A) AND (B) Section 2.06 (a) Gross Demand Charges (a) $80,000 Baseline Demand Charges (b) $106,104 Adjustment Factor (1 - (a / b)) = (c) 24.6% Guaranteed Demand Savings (d) $18,101 Guaranteed Demand Savings Adjustment (d * c) = (e) $4,453 Guaranteed Savings (f) $30,674 Adjusted Guaranteed Savings (f-e) $26,221 Section 2.06 (b) Baseline Average Energy Spread (a) $0.1630 Current Average Energy Spread (b) $0.12 Adjustment Factor (a / b) = (c) 26% Guaranteed Energy Savings (d) $12,574 Guaranteed Energy Savings Adjustment (d * c) = (e) $3,269 Guaranteed Savings (f) $30,674 Adjusted Guaranteed Savings (f-e) $27,405 EXECUTION VERSION – 1000 Ward St Exhibit D EXHIBIT D: SAMPLE ADJUSTMENT TO GUARANTEED SAVINGS UNDER SECTION 2.06 (B) OR (E) Guaranteed Month(s) During which Exclusion Applies May Billing Cycle Guaranteed Savings in those months (a) $1,061 Annual Guaranteed Savings (b) $30,674 Adjusted Guaranteed Savings (a – b) $29,613 EXECUTION VERSION – 2530 Arnold SPWR Savings Guarantee Agreement Page | 1 SAVINGS GUARANTEE AGREEMENT Between SunPower Corporation, Systems And Contra Costa County EXECUTION VERSION – 2530 Arnold SPWR Savings Guarantee Agreement Page | 2 Table of Contents SAVINGS GUARANTEE AGREEMENT ............................................................................... 3 Article I. Defined Terms ............................................................................................. 3 Article II. Savings Guarantee........................................................................................ 5 Article III. Customer Responsibilities ............................................................................. 8 Article IV. Miscellaneous Provisions. ........................................................................... 10 Exhibit A: Site Information, PV System & ESS ....................................................................... 1 Exhibit B: Billing Cycle Guaranteed Savings ........................................................................... 1 Exhibit C: Sample Adjustments to Guaranteed Savings Under Section 2.06 (A) and (B) ............. 1 Exhibit D: Sample Adjustment to Guaranteed Savings Under Section 2.06 (B) OR (E) ............... 1 EXECUTION VERSION – 2530 Arnold SPWR Savings Guarantee Agreement Page | 3 SAVINGS GUARANTEE AGREEMENT THIS SAVINGS GUARANTEE AGREEMENT (“Agreement”) dated June 18, 2019 (“Effective Date”), is entered into by and between SUNPOWER CORPORATION, SYSTEMS, a Delaware corporation (“SunPower”), with its principal place of business at 1414 Harbour Way South, Richmond, California 94804, and Contra Costa County, a political subdivision of the State of California (“Customer”), with its principal place of business at 40 Muir Road, Martinez, CA 94553. In this Agreement, SunPower and Customer are referred to individually as a “Party” and collectively as the “Parties.” Recitals WHEREAS, SunPower’s affiliate, Solar Star Co Co 1, LLC, a Delaware limited liability company (“Provider”), has separately entered into a Power Purchase Agreement , dated June 18, 2019 with Customer (the “Purchase Agreement”) pursuant to which Customer will purchase from Provider the Solar Services from the PV System and the Storage Services from the ESS identified on Exhibit A (Site Information, PV System & ESS) attached hereto and incorporated herein at the site identified on Exhibit A (the “Site”); WHEREAS, SunPower and Customer desire to enter into an agreement pursuant to which SunPower guarantees that the System will provide the Guaranteed Savings. WHEREAS, capitalized terms not otherwise defined in this Agreement shall have the meanings given such terms in the Purchase Agreement; NOW, THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION, the receipt and adequacy of which is hereby acknowledged, SunPower and Customer agree as follows: ARTICLE I. DEFINED TERMS Section 1.01 Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below: Actual Savings has the meaning set forth in Section 2.03. Baseline Average Energy Spread shall be the amount set forth in Exhibit A. Baseline Demand Charges shall mean the annual sum of demand charges paid by Customer at the Site before the installation of the System as set forth in Exhibit A. Billing Cycle means the period, typically monthly, during which the Utility assesses an electricity bill, including demand charges, at the Site. Billing Cycle Guaranteed Savings shall have the meaning set forth in Section 2.01. EXECUTION VERSION – 2530 Arnold SPWR Savings Guarantee Agreement Page | 4 Billing Schedule shall mean the dates of (a) the Billing Cycles set by the Utility for the Site and (b) the schedule of the exact days of the year which shall be considered holidays by the utility for billing purposes Current Average Energy Spread shall, for any Guarantee Year, be the weighted average difference between on and off peak energy rates in the Utility Tariff in effect during the then- current Guarantee Year, as calculated based on the table set forth in Exhibit B. Data Acquisition System or DAS means Provider’s system that displays historical meteorological and production data over an Internet connection and consists of hardware located on-site and software housed on Provider’s DAS server. The DAS measures and logs, at a minimum, the following parameters on a 15-minute average basis at the Site: actual AC electricity production of the PV System (in kWh), actual AC electricity charge and discharge of the ESS (in kWh), and actual AC electricity import and export from the grid by the Site (in kWh) Exclusion Event means: • A Force Majeure Event; • Any temporary or permanent quarantines, blockades, rules or regulations, enacted or imposed by governmental authorities causing any disruption to System energy generation or impedance to a Party’s Site access; • Changes in any law, ordinance, or regulation relating specifically to the design, construction, installation, interconnection or operation of the System which law is effective after the date of this Agreement that materially and adversely affects the ability of a Party to perform its obligations under this Agreement or under the Purchase Agreement; • Impingements on solar access by structures or activities on neighboring sites or by facilities that are beyond the control of either Party; • Loss of telecommunications service to the System for a period exceeding seventy-two (72) hours • Any curtailment or operation of the System ordered or ordered by the Utility • Externally caused outages of the System, including outages caused by: o a fluctuation in the Utility network parameters (e.g., a frequency or voltage variation) that disconnect the inverters or System from the utility network and prevented energy from being evacuated from the System o caused by a manufacturer of any third-party equipment’s inability or unwillingness to honor its product warranty to SunPower for the replacement of parts, despite SunPower’s commercially reasonable and good faith efforts to enforce such product warranty o a failure or outage in the Utility distribution network that prevents energy from being evacuated from the System o Disconnection of power or communication lines connected to the System, or activation of the Emergency Stop Button on the System, by anyone other than SunPower or SunPower’s representatives, or the Customer or Customer EXECUTION VERSION – 2530 Arnold SPWR Savings Guarantee Agreement Page | 5 representatives acting at the explicit direction of SunPower or SunPower’s representatives o or executed at the request of the Customer Guaranteed Demand Savings shall be the amount set forth in Section 2.01. Guaranteed Energy Savings shall be the amount set forth in Section 2.01. Guaranteed Savings shall be the amount set forth in Section 2.01 Guarantee Year shall have the meaning set forth in Section 2.01. In Compliance Letter shall have the meaning set forth in Section 3.03. Kilowatt-hour or kWh means electrical energy expressed in kilowatt-hours and recorded from the kWh interval records of a Revenue-Grade Meter. Noncompliance Period shall have the meaning set forth in Section 3.03. On-Peak Period shall be the period set forth in Exhibit A Out of Compliance Letter shall have the meaning set forth in Section 3.03. Purchase Agreement has the meaning set forth in the recitals. Savings Guarantee Payment has the meaning set forth in Section 2.04. Savings Guarantee Term shall have the meaning set forth in Section 2.02. Site means the site identified in Exhibit A. Utility means the electric distribution company providing electrical service to the Site. Utility Tariff means the tariff under which the Utility provides electrical service to the Site, which is the tariff as set forth in Exhibit A as of the Effective Date. Utility Tariff Restructuring means a material change in the structure of the Utility Tariff. Such changes may include, but are not limited to: changes to time of use periods; the introduction of maximum demand charges, minimum demand charges or “ratchets”; changes to Net Energy Metering affecting System eligibility or energy export valuation; changes to minimum bills or portions of bills; or the elimination of demand charges. ARTICLE II. SAVINGS GUARANTEE Section 2.01 Savings Guarantee During the first twelve (12) complete Billing Cycles following the Storage Services Commencement Date, and for each set of twelve (12) complete Billing Cycles thereafter during the Savings Guarantee Term (each such period, a “Guarantee Year”), SunPower guarantees (the “Savings Guarantee”) to Customer that the Actual Savings will be greater than or equal to the Guaranteed Savings, comprised of both the Guaranteed Demand Savings and the Guaranteed Energy Savings, set forth in the table below. Guaranteed Demand Savings: $16,453 EXECUTION VERSION – 2530 Arnold SPWR Savings Guarantee Agreement Page | 6 Guaranteed Energy Savings: $13,338 Guaranteed Savings $29,791 Exhibit B provides the expected Guaranteed Savings for each Billing Cycle in a Guarantee Year at the Site (for each month, the “Billing Cycle Guaranteed Savings”). Section 2.02 Savings Guarantee Term The savings guarantee term shall commence on the Storage Services Commencement Date and terminate on the earlier to occur of (a) the end of the fifteenth (15th) Guarantee Year following the Storage Services Commencement Date, or (b) the termination of the Purchase Agreement (the “Savings Guarantee Term”). Section 2.03 Calculation of Actual Savings During each Billing Cycle in each Guarantee Year during the Savings Guarantee Term, SunPower will calculate the following amounts: a) Demand Charge Savings 1) “Gross Demand Charges” which shall be equal to the demand charges that would have been assessed at the Site based on the demand charges in the Utility Tariff in effect during that Billing Cycle and an energy usage profile equal to the sum of (a) the Site’s energy usage measured by Consumption Meter, plus or minus (b) the charge (minus) or discharge (plus) of the ESS as measured by the ESS Meter, plus (c) the PV System’s generation as measured by the PV Meter; 2) “Net Demand Charges” which shall be equal to the demand charges assessed at the Site based on the demand charges in the Utility Tariff in effect during that Billing Cycle and the Site’s energy usage measured by Net Load Meter; and 3) “Annual Demand Savings” which shall be equal to the sum, for all Billings Cycles in a Guarantee Year, of the difference between the Gross Demand Charges and the Net Demand Charges for each Billing Cycle in that Guarantee Year. b) ESS Energy Savings 1) The “Post-PV Energy Charges” which shall be equal to the energy charges that would have been assessed at the Site based on energy prices in the Utility Tariff in effect during that Billing Cycle and an energy usage profile equal to the sum of (a) the Site’s energy usage measured by the Net Load Meter, plus or minus (b) the charge (minus) or discharge (plus) of the ESS as measured by the Storage Meter; 2) The “Net Energy Charges” which shall be equal to the energy charges assessed at the Site based on the energy charges in the Utility Tariff in effect during that Billing Cycle and the Site’s energy usage measured by the Net Load Meter; and EXECUTION VERSION – 2530 Arnold SPWR Savings Guarantee Agreement Page | 7 3) The “Actual ESS Energy Savings” which shall be equal to the sum, for all Billing Cycles in a Guarantee Year, of the difference between the Post-PV Energy Charges and the Net Energy Charges. c) Actual Savings. The “Actual Savings”, which shall be equal to the sum of the Annual Demand Savings and the Actual ESS Energy Savings for each Guarantee Year. Section 2.04 Savings Guarantee Payment a) If in any Guarantee Year, the Actual Savings are less than the Guaranteed Savings, SunPower shall pay Customer an amount equal to the Guaranteed Savings minus the Actual Savings (the “Savings Guarantee Payment”) provided that the total Savings Guarantee Payment in any Guarantee Year shall not exceed the Storage Services Fees paid by Customer under the Purchase Agreement in that Guarantee Year. b) If the Actual Savings for any Guarantee Year is greater than the Guaranteed Savings (an “Excess Savings Amount”), the Excess Savings Amount shall be credited towards calculation of the Actual Savings in the subsequent Guarantee Year. c) SunPower shall pay Customer the Savings Guarantee Payment, if any is payable, , no later than 60 days after the end of the applicable Guarantee Year. Section 2.05 Utility Billing Period The Actual Savings will be based on the Billing Cycle at the Site, provided that Customer will (a) notify SunPower of the Billing Cycle at the Site when the ESS is installed, and (b) notify SunPower of any changes to the Billing Cycle. If Customer fails to notify SunPower of changes to the Billing Cycle at the Site, the Actual Savings calculations performed will be based on the last Billing Cycle available to SunPower. Section 2.06 Savings Guarantee Adjustments. The Parties agree that the Savings Guarantee shall be adjusted in the following circumstances as described below. a) If, in any Guarantee Year, the total Gross Demand Charges in that Guarantee Year are less than 85% of the Baseline Demand Charges, the Guaranteed Savings to be used in calculating the Savings Guarantee Payment applicable to such Guarantee Year shall be reduced by an amount equal to the product of (1) Guaranteed Demand Savings, times, (2) a fraction equal to (i) the Gross Demand Charges observed in that Guarantee Year, divided by (ii) Baseline Demand Charges. b) If in any Guarantee Year, the Current Average Energy Spread is less than 85% of the Baseline Average Energy Spread, then the Annual Guaranteed Savings to be used in calculating the Savings Guarantee Payment applicable to such Guarantee Year shall be reduced by an amount equal to the product of (1) Guaranteed Energy Savings, times, (2) a fraction equal to (i) the Current Average Energy Spread observed in that Guarantee Year, divided by (ii) Baseline Average Energy Spread. c) If an Exclusion Event occurs, the Guaranteed Savings to be used in calculating the Savings Guarantee Payment applicable to such Guarantee Year shall be the Guaranteed Savings EXECUTION VERSION – 2530 Arnold SPWR Savings Guarantee Agreement Page | 8 minus the Billing Cycle Guaranteed Savings set forth in Exhibit B for the Billing Cycle(s) during which the Exclusion Event(s) occurs. d) If Customer or any person other than SunPower or a subcontractor specifically approved by SunPower repairs, modifies or alters the System, the Guaranteed Savings to be used in calculating the Savings Guarantee Payment applicable to such Guarantee Year shall be reduced by the Billing Cycle Guaranteed Savings set forth in Exhibit B for the Billing Cycle(s) during which the unapproved repair, modification or alteration impairs the performance of the System. e) If (a) the Utility Tariff under which the Site receives electrical service from the Utility ceases to be the tariff set forth in Exhibit A hereto, (b) a Utility Tariff Restructuring occurs, or (c) the Parties agree to move the PV System or ESS from the Site to another location, the Parties will negotiate in good faith an adjustment to the Guaranteed Savings, provided that SunPower shall not owe Customer any Savings Guarantee Payment in a Guarantee Year to the extent such payment is owed due to the Utility Tariff at the Site ceasing to be the tariff identified in Exhibit A, a Utility Tariff Restructuring or the PV System or ESS being removed from the Site. f) The Parties acknowledge and agree that the Guaranteed Savings as set forth in this Agreement are subject to change by SunPower prior to the Storage Services Commencement Date in the event that the PV System or ESS as constructed and installed differs from the initial PV System or ESS designed and specified in the Purchase Agreement. Sample calculations of the adjustments set forth in Section 2.06 (a) and (b) are provided in Exhibit C, and a sample calculation of the adjustments set forth in Section 2.06 (d) and (e) is provided in Exhibit D. ARTICLE III. CUSTOMER RESPONSIBILITIES Section 3.01 Designated Contacts. Customer hereby designates an individual as “Primary Contact” and another individual as “Secondary Contact,” each of whom shall be authorized to represent Customer in the administration of this Agreement: Primary Contact: Name: Frank V. Di Massa Work Phone: (925) 957-2473 Cell Phone: (925) 374-2491 Mailing address: 40 Muir Road, Martinez, CA 94553 Fax: (925) 228-2437 Email: Frank.DiMassa@pw.cccounty.us Secondary Contact: EXECUTION VERSION – 2530 Arnold SPWR Savings Guarantee Agreement Page | 9 Name: Ramesh Kanzaria Work Phone: (925) 957-2468 Mailing address: (925) 383-2596 Fax: (925) 228-2437 Email: Ramesh.Kanzaria@pw.cccounty.us Section 3.02 Customer Responsibilities. Throughout the Savings Guarantee Term Customer shall: (a) not impair SunPower’s ability to maintain the System and allow repairs in a timely fashion as may be recommended from time to time by SunPower; (b) not be in breach of (i) Customer’s obligation to pay Provider for the Solar Services and Storage Services pursuant to the Purchase Agreement and (ii) any Customer obligations pursuant to the Purchase Agreement that directly (A) hinder the amount of Energy or the Storage Services delivered by the System or (B) degrade the functionality of the System. (c) grant reasonable access to the System by SunPower personnel and representatives; (d) ensure that Primary and Secondary Contacts have the capability to resolve any failures of DAS communications; (e) ensure any selected demolition agreed to by the Parties prior to construction of the System has been completed and that external shading on the PV System does not increase over the Savings Guarantee Term; (f) not modify, alter, damage, service, or repair, without SunPower’s prior written approval, any part of the System, the supporting structure for the System (including building roof, if applicable), or the associated wiring; (g) notify SunPower within 30 days if the Utility Tariff ceases to be the tariff set forth in Exhibit A, and (h) notify SunPower of changes to the Billing Cycle , at least on an annual basis before December 15th of each calendar year. Section 3.03 Customer’s Failure to Uphold Responsibilities. SunPower shall promptly notify Customer of any failures to perform an obligation under this Agreement (“Out of Compliance Letter”). Upon Customer’s cure of all failures described in an Out of Compliance Letter, SunPower will notify Customer (“In Compliance Letter”) that Customer is complying with Customer’s Responsibilities. For any period between the issuance of an Out of Compliance Letter and of an In Compliance Letter (a “Noncompliance Period”), SunPower shall have no liability under this Agreement. For any Guarantee Year in which there is a Noncompliance Period, the Guaranteed Savings to be used in calculating the Savings Guarantee Payment applicable to such Guarantee Year shall be reduced by the Billing Cycle Guaranteed Savings set forth in Exhibit B for the Billing Cycle(s) during which there is a Noncompliance Period. EXECUTION VERSION – 2530 Arnold SPWR Savings Guarantee Agreement Page | 10 ARTICLE IV. MISCELLANEOUS PROVISIONS. Section 4.01 Limitation of Liability. Neither Party shall be liable under this Agreement for any indirect, consequential or punitive damages, including, without limitation, loss of profits, loss of revenue, or loss of use of any equipment or facilities. In no event shall SunPower’s liability hereunder exceed any payment obligations arising under Section 2.04. Section 4.02 Technical Disputes. In case of any technical dispute between the Parties in a matter related to the calculation of the Actual Savings, Customer has the right to request the appointment of a technical expert in the operation of energy storage systems (the “Expert”) for resolution of the issue. The Expert shall finally determine the technical matter at issue in accordance with the provisions of this Contract, acting as arbitrator. The Expert shall deliver its determination to the Parties in writing, including an explanation of the underlying reasons, within thirty (30) calendar days after the acceptance of the mandate. The Expert’s determination shall be final and binding upon the Parties. The costs of the determination, including fees and expenses of the Expert, shall be borne by the Party the Expert deems is in the wrong. Section 4.03 Notices. All notices or other communications given, delivered or made under this Agreement by either Party to the other Party shall be in writing and shall be delivered personally, by first-class mail, by reputable overnight delivery company, or by facsimile (with reasonable proof of successful transmission). All such notices or communications to a party shall be mailed, delivered or faxed to such party at its address shown below or to such other address as the Party may designate by ten (10) days’ prior notice: If to Customer: Name: Frank V. Di Massa Work Phone: (925) 957-2473 Cell Phone: (925) 374-2491 Mailing address: 40 Muir Road, Martinez, CA 94553 Fax: (925) 228-2437 Email: Frank.DiMassa@pw.cccounty.us If to SunPower: SunPower Corporation, Systems 2900 Esperanza Crossing, Floor 2 Austin, TX 78758 Telephone No.: (512) 493-4663 Facsimile No: (512) 857-1155 Attention: Wayne Webb EXECUTION VERSION – 2530 Arnold SPWR Savings Guarantee Agreement Page | 11 Section 4.04 Entire Agreement. This Agreement and referenced Exhibits and other attachments hereto constitute the entire agreement regarding the subject matter of this Agreement and supersede all prior agreements and understandings between the parties relating to the subject matter of this Agreement. Section 4.05 Amendments. This Agreement may not be amended, supplemented or otherwise modified except by a written instrument specifically referring to this Agreement and signed by both parties, or as specifically allowed under the terms and conditions outlined in this Agreement Section 4.06 No Waiver. Failure or delay by a party to exercise any right or remedy under this Agreement shall not constitute a waiver thereof. A waiver of breach or default shall not operate as a waiver of any other breach or default, a waiver of the provision itself, or of the same type of breach or default on a future occasion. No waiver shall be effective unless explicitly set forth in writing and executed by the party making the waiver. Section 4.07 Successors and Assigns. Except as provided herein, no party may assign this Agreement without the prior written consent of the other party. Such consent shall not be unreasonably withheld. Either party may assign this Agreement without consent to a parent or subsidiary, an acquirer of assets, or a successor by merger. Nothing in this Agreement, expressed or implied, is intended to confer any rights, remedies, obligations or liabilities under or by reason of this Agreement upon any person or entity other than the parties. Notwithstanding anything herein to the contrary, SunPower may assign all of its rights and obligations under this Agreement to an assignee that has comparable experience in operating and maintaining photovoltaic solar and storage systems comparable to the System and providing services comparable to the solar and storage Services. Section 4.08 Severability. If any part of this Agreement shall be invalid or unenforceable under any applicable law, such invalidity or unenforceability shall not affect the enforceability of any other part hereof. Section 4.09 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument. Section 4.10 Applicable Law. This Agreement shall be governed in all respects by the laws of the State of California, in each case without application of conflict of laws principles and without regard to the actual place or places of residence or business of the parties or the actual place or places of negotiation, execution or delivery of this Agreement. Section 4.11 Interpretation. Each party agrees that this Agreement will be interpreted fairly to carry out its purpose and intent. Each party waives any statute or rule of construction or interpretation, which would require that any ambiguity be interpreted against any party. EXECUTION VERSION – 2530 Arnold SPWR Savings Guarantee Agreement Page | 12 Section 4.12 No Cross-Default or Right of Offset. For the avoidance of doubt, each Party agrees that (i) this Agreement does not create any right to terminate the Purchase Agreement, (ii) any failure of either Party to perform any obligations hereunder will not create any rights to offset any amounts owed under the Purchase Agreement, and (iii) any failure of either Party to perform any obligations under the Purchase Agreement will not create any rights to offset any amounts owed hereunder. [Signature Page Follows] EXECUTION VERSION – 2530 Arnold [Signature Page to Savings Guarantee Agreement (SPWR – County of Contra Costa)] IN WITNESS WHEREOF, SunPower and Customer have executed this Agreement. SUNPOWER: SUNPOWER CORPORATION, SYSTEMS, a Delaware corporation By: __________________________ Name: __________________________ Title: __________________________ CUSTOMER: Contra Costa County By: __________________________ Name: __________________________ Title: __________________________ EXECUTION VERSION – 2530 Arnold Exhibit A EXHIBIT A: SITE INFORMATION, PV SYSTEM & ESS Site Name: 2350 Arnold Drive Site Address: 2350 Arnold Drive, Martinez, CA 94553 Estimated PV System Size: 526 kWp Estimated ESS Size: 500 kW / 950 kWh Utility Providing Electrical Service: Pacific Gas and Electric (PG&E) Utility Tariff to be Effective as of the Storage Services Commencement Date: PG&E E19S Option R Baseline Demand Charges: $61,632 On Peak Period: 4-9pm Baseline Average Energy Spread: Season Off Peak Period Months per Year Rate On Peak Rate Spread Summer Off-Peak 4 $0.1174 $0.34403 $0.2266 (a) Winter Super Off Peak 3 $0.06384 $ 0.14197 $0.0781 (b) Baseline Average Energy Spread (weighted average of a, b based on months of year in effect): $0.1630 EXECUTION VERSION – 2530 Arnold Exhibit B EXHIBIT B: BILLING CYCLE GUARANTEED SAVINGS Billing Cycle1 Billing Cycle Guaranteed Savings January $1,118 February $2,053 March $2,956 April $1,717 May $2,612 June $4,101 July $5,088 August $5,453 September $4,099 October $1,093 November $1,231 December $696 Guaranteed Savings $32,216 1 The months shown in the table above refer to the calendar month during which the majority of a Billing Cycle occurs. For example, a Billing Cycle covering the dates from January 3 – February 2 would correspond to the row labeled January in the table above. EXECUTION VERSION – 2530 Arnold Exhibit C EXHIBIT C: SAMPLE ADJUSTMENTS TO GUARANTEED SAVINGS UNDER SECTION 2.06 (A) AND (B) Section 2.06 (a) Gross Demand Charges (a) $50,000 Baseline Demand Charges (b) $61,632 Adjustment Factor (1 - (a / b)) = (c) 19% Guaranteed Demand Savings (d) $19,475 Guaranteed Demand Savings Adjustment (d * c) = (e) $3,700 Guaranteed Savings (f) $32,216 Adjusted Guaranteed Savings (f-e) $28,516 Section 2.06 (b) Baseline Average Energy Spread (a) $0.1630 Current Average Energy Spread (b) $0.12 Adjustment Factor (a / b) = (c) 26% Guaranteed Energy Savings (d) $12,741 Guaranteed Energy Savings Adjustment (d * c) = (e) $3,313 Guaranteed Savings (f) $32,216 Adjusted Guaranteed Savings (f-e) $28,903 EXECUTION VERSION – 2530 Arnold Exhibit D EXHIBIT D: SAMPLE ADJUSTMENT TO GUARANTEED SAVINGS UNDER SECTION 2.06 (B) OR (E) Guaranteed Month(s) During which Exclusion Applies May Billing Cycle Guaranteed Savings in those months (a) $2,612 Annual Guaranteed Savings (b) $32,216 Adjusted Guaranteed Savings (a – b) $29,604 RECOMMENDATION(S): ADOPT Canyon Lakes GHAD Resolution No. 2019/01 adopting the GHAD budget for fiscal year 2019/2020 and updating GHAD Manager payment limit under Consulting Services Agreement, as recommended by the GHAD Attorney and GHAD Manager. FISCAL IMPACT: The GHAD is funded 100% through assessments levied on properties within the GHAD. Therefore, there is no impact on the County General Fund. BACKGROUND: The GHAD Board is requested to adopt budgets for the GHAD operations each fiscal year. The GHAD Board is being requested to adopt the fiscal year budget for 2019/2020 as prepared by the GHAD General Manager, Sands Construction Company, Inc., which is attached to Resolution No. 2019/01. In addition, the GHAD Board is being requested to update the GHAD General Manager payment limits under the existing Consulting Services Agreement as required by that Agreement approved on March 11, 2011 by Resolution No. 2011/01. The payment limit for FY 2018/2019 was $134,000. The budget attached to Resolution No. 2019/01 as Exhibit A identifies the payment limit for the GHAD Manager as $120,000. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Amara L. Morrison 510.834.6600 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: June McHuen, Deputy cc: D. 8 To:Canyon Lakes GHAD Board of Directors From:Patricia E. Curtin, GHAD Attorney and General Manager Date:June 18, 2019 Contra Costa County Subject:Canyon Lakes GHAD Budget 2019/2020 CONSEQUENCE OF NEGATIVE ACTION: The GHAD will not be able to continue operation starting July 1, 2019 if the budget is not approved. AGENDA ATTACHMENTS Canyon Lakes GHAD agenda Canyon Lakes 2019-2020 Budget Canyon Lakes 2019/01 Resolution MINUTES ATTACHMENTS Signed Canyon Lakes GHAD Res 2019/01 017505.0001 \5484718.1 GHAD BOARD OF DIRECTORS CANYON LAKES GHAD BOARD CHAMBERS ROOM 107, ADMINISTRATION BUILDING, 651 PINE STREET, MARTINEZ, CALIFORNIA 94553-1229 JOHN GIOIA, Chair of the GHAD KAREN MITCHOFF, Boardmember FEDERAL D. GLOVER, Boardmember CANDACE ANDERSEN, Boardmember DIANE BURGIS, Boardmember MEETING AGENDA June 18, 2019 Geologic Hazard Abatement District (GHAD) Board of Directors for Canyon Lakes GHAD: Time: 9:00 a.m. Hearing to consider: 1. A Resolution to Adopt the GHAD Budget for the 2019/2020 Fiscal Year and to update the GHAD Manager payment limit pursuant to the Consulting Services Agreement as recommended by the GHAD Manager and GHAD Attorney (Resolution No. 2019/01). 017505.0001 \5488551.1 THE BOARD OF DIRECTORS OF CANYON LAKES GEOLOGIC HAZARD ABATEMENT DISTRICT Adopted this Resolution on June 18, 2019 by the following vote: AYES: NOES: ABSENT: ABSTAIN: RESOLUTION NO. 2019/01 (CANYON LAKES GHAD) SUBJECT: Adopting 2019/2020 annual budget and updating GHAD General Manager payment limits under the existing consulting services agreement. WHEREAS, on June 4, 1985, the Contra Costa County Board of Supervisors adopted Resolution 85/289 approving the formation of the Canyon Lakes Geologic Hazard Abatement District (GHAD) and appointed itself to serve as the GHAD Board of Directors. WHEREAS, on March 15, 2011, pursuant to Resolution No. 2011/01, the GHAD Board approved the consultant services agreement (Agreemen t) with Sands Construction Company, Inc., to act as Interim GHAD Manager. This Agreement, in section 3, requires the GHAD Board to determine by resolution each fiscal year the annual payment limit for GHAD Manager services. WHEREAS, on January 08, 2013, pursuant to Resolution No. 2013/01, the GHAD Board removed the term “Interim” from the GHAD Manager title, the Agreement was incorporated therein by reference. WHEREAS, the GHAD Board of Directors desires to adopt the budget for the fiscal year 2019/2020 prepared by the GHAD Manager, Sands Construction Company, Inc., attached hereto as Exhibit A. The budget attached in Exhibit A identifies the annual payment limit at $120,000 at page 2, under Administration. The Board of Directors of the GHAD HEREBY RESOLVES THAT: 1. The GHAD Board approves the GHAD budget for the 2019/2020 fiscal year attached as Exhibit A and incorporated herein by this reference. 017505.0001 \5488551.1 2. The GHAD Board adopts the payment limit for General Manager services at $120,000 for fiscal year 2019/2020 as set forth in Exhibit A, and incorporates this payment limit into the consulting services agreement. 3. The recitals are incorporated herein by this reference. This Resolution shall become effective immediately upon its passage and adoption. Approved as to form: ___________________________ Patricia Curtin GHAD Attorney THE BOARD OF DIRECTORS OF CANYON LAKES GEOLOGIC H'AZARD ABATEMENT DISTRICT Adopted this Resolution on June 18,2019 by the following vote: AYES: C. Anderson, p. Burgis, J. Gioia, F. Glover, K. Mitchoff NOES: 0 ABSENT: O ABSTAIN: O RESOLUTTON NO. 20t9t0t (CANYON LAKES GHAD) SUBJECT: Adopting 201912020 annual budget and updating GHAD General Manager payment limits under the existing consulting services agreement. V/HEREAS, on June 4,1985, the Contra Costa County Board of Supervisors adopted Resolution 851289 approving the formation of the Canyon Lakes Geologic Hazard Abatement District (GHAD) and appointed itself to serve as the GHAD Board of Directors. WHEREAS, on March 15, 2011, pursuant to Resolution No. 201110I, the GHAD Board approved the consultant services agreement (Agreement) with Sands Construction Company, Inc., to act as Interim GHAD Manager. This Agreement, in section 3, requires the GHAD Board to determine by resolution each fiscal year the annual payment limit for GHAD Manager services. WHEREAS, on January 08, 2013, pursuant to Resolution No. 201310I, the GHAD Board removed the term oolnterim" from the GHAD Manager title, the Agreement was incorporated therein by reference. V/HEREAS, the GHAD Board of Directors desires to adopt the budget for the fiscal year 201912020 prepared by the GHAD Manager, Sands Construction Company, Inc., attached hereto as Exhibit A. The budget attached in Exhibit A identifies the annual payment limit at $120,000 at page 2, under Administration. The Board of Directors of the GHAD HEREBY RESOLVES THAT: 1. The GHAD Board approves the GHAD budget for the 201912020 fiscal year attached as Exhibit A and incorporated herein by this reference. 0 I 7505.000 l\548855 l. l 2. The GFIAD Board adopts the payment limit for General Manager services at $120,000 for fiscal year 2019D020 as set forlh in Exhbit A, and incorporates this payment limit into the consulting services agreennnt. 3. The reciøls are incorporated herein bythis reference. This Resoh¡tion shall become effective inmediately rpon its passage and adoption. Approved as to form:a Patricia GHAD Attomey 0 I 7505.0001\548855 1.1 i,f CANYON T,,AKES G[olJ)ctc t w.q.RD Å¡Âmil aÍ DlsrRIcr Program Budget I'ISCAL YEAR 2O19-2020 APRIL 2OI9 Exhibit A r CANYONLAKES CIOLOCIC }IÀZARD Å"&{TIi![\T DISTRICT May 6,2019 Canyon Lakes GHAD Boarclof Directors c/r--r Su perv isor Candace A ndersen 309 Diablo Road Danville, Cali firnr ia 94526 SUIJJECT:Program Burlget for Fiscal Year 2019-2020 Canyon Lnkes Geologic Hazard Abatcrnent District Dear Board of Directors Attacheci plcase fìncl rhe pro¡rosed program budget for the Canyon l-akes Geologic l:lazard Abatement District (Canyon Lakes CIIAD or Cl-lAD) for fìscal year 201912020. The proposed fiscal year budget totals $712.000, rvhich projects a $1,000 surplus. ¡\t the tine olthis publicalion, it is expected that the fincl balance on Jt¡nc 30, 2019 r.vill be approximately $3,877,000, A fund bafance of $3,{178,000 is projcctcd fur June 30.2020, "['here are f'our ma.ior buclget categories, the ir respectír'e budgel expÊnses breakdown as follorvs: Major Repair Preve¡rtive Maintenance and Operations Special Pro.iects Acl¡¡linistrat iou 34 percent 23 percent l2 percent 3 I percenl As a ¡:ercc.ntage ol'tl¡e annual budget. the Ma.ior Projects Prograrn utilizes a tnore typical drar.v fì'om the annrral re\ie¡rl¡s.'ì'he lreavy rains tì'om the 2016/2017 fìscal-year produced several landslides ivith damage estimares totaling c¡ver $800,000. Most of these sites have norv been repaired. The Canyon Lakcs Gl'lAI) has applied to the Federal Ë,nrergenc¡.' Response Agency (f HIV.IA) fc¡r letJeral ancl state ciisastet area ft¡nds. Darnage and repair estilnates include enìergency respo¡lse. cleanup anrl protectite nleasttres; as rvell as engirreering and construclion and repait'costs. Earlier this year the CHAD receivcd a lirst-round denial fr^on FEMA and rve have subsequenlly appealed that denial. 'the GHAD appealed on the basis that rve believe, in fãcr. that the GHAD is eligible. "ilre Califor¡ria Office of Emergency Services (ClaIOES), a paticipanr ancl rlie pâss-through agency'to FElr4A applícations, subsequently has also sided rvith the CljAD u'ith respect to irs cligibiliry as an agency. At The ti¡re of this correspondence. FEì\44 is evaluating our appcal ancl rve arvait a cletcr¡nination. l¡l adtlition, the Gl"lAD illtends Îtl contirìttc to adclress re¡lair and rcstoration nìeasures tlrroughout the clistrict, prioritized itl accord¡¡nce rvith the Cli.4t) [)la¡r ol'Control. 'l'his w'ork u'ill likely contintre through tlris fiscal year. The Preventive lv,lailltenance Progranl rvill focus on continued cf'forts to secure danraged areas attd cont¡rlete asset sitc restol'ations.'llre program rvill continue to upgrade and analyze these sites ancl the associatee! clata collccliolr to ensurc all predictive fèattlres of these instrumcntatir¡n alld asscl siles are lulll' realized. Specificalll,, s'e rvill continue tô targct the l'ollorving Progranl eletnents - Concrete ltìlerceptor Ditch Sl,sterns (Repair and Replace Program): the Horizo¡ttal Drains (Site Mai¡:tenance Progra¡rr. and a district rvidc cleaning progrant): thc Piezrvrretcrs (Site M¿rintena¡rce Prograrn). and the Soil Debris Bellch (Maintenance Progranr). 'l'he Operations Prograrn rvill conti¡tue its existing rnonitoring profile through lhis period. 'l"he Special Prnjects Program c:osts rvill be directecl to ñnalizíng Amendmcnt 2 to the Plan of Control which clarifìes the independent role of rhe GHAD and strengthens those areas of lhe plan that define the scope ol the Districtrs respr:nsibilities. lt is ânticipated that the Amended Plan will be presenled to the GHAD Board for approval and brought into service cluring fìscal year 201912020.lt is anticipated that the CHAD rvill pursue additional studies in the areas ol F'iscal Policy and geologic risk analyses. Approximafely 12% of the annual budget has been established for the Special Projects Program. We ctutinue to rvork to strengthen our conìmunication rvith district constituents and stakeholders rvithín the Canyon Lakes comrnunify. This buclget anticipates continued strengthening and building eft'ìciencies within thc Ad¡ninistration Prograrn. General legal counsel rvill continue to be provided by the Can¡"on l-akes CIIAD tìoard appointed attorney. Patricia Curtin of Wettdel, Rosen, Black & l)ean, I"l-P, and specilìc litigation counsel rvill be provided by'l'imothy J. Ry'an of Bold, Polisner, Maddow, Nelson & Judson. A surnrnary of the expenses is shown on l'able l, pagcs 4 and 5. fbllorved by brief descriptions o1'each of lhe budget ilems o¡l pages 6 through I 3. Respectfully yours. Canyon Lakes Geologic Hnzard Abatement f)istrict *(- l"tichael D. Sarlds Sands Constructiotr Company, lnc. General Manager f)istribution Iist: Canyon Lakes GHAÐ Board of Directors: Su¡rervisor Canclace Anderserl 309 Diablo Road Danville. CA 94526 Supenisor John M. Cioia (Boarcl Clhair) I 1780 San Pablo Avenue" Suite D El Cerrito. CA 94530 Snpen'isor Diane Burgis 3361 'ü/ahrut Boulevard. Suite 140 B¡enlwootJ, CA 94513 Supervisor Karen Mitchof'l' 2l5l Salvio Street, Suite R Co¡rcord, CA 94520 Supervisor Federal D. Glover 190 Ll. 4th Street Pittsburg, CA 94565 GIIAD Attorney: Patricia Clurlin, Iisq. (Canyon l.akes CìI,lAD Altorney) Wenclel Rosen Black & Dean. l-l.P I I I I Broaclway, 241h Ftoor Oakland, CA 94607 GHAD ï're¡surer: Mark I, Miller Watemrark Asset Managentent. Ittc. 201 0 C¡ow Can,von Plac.e. Suite 210 Sa¡r Ramon, CA 94583 Upon Execuf ion: 'l'hc follorv'ing entities rvill be noticed that management will posf *pproved B ud get ¿¡t ww'rv,ca nvonlakesghad.com Cìanyon Crest Flomeo\vllels ¡\ssociation cio Association l\4arragenrent Company, Inc. P.O. Box 503 Ple.asanton. CA 9456ó (9?5) 462-2i l8 ext. ,102 Anention: Ms. Tani'C)ligny Canyon G¡ecn Ho¡lerlrmers Association Fleur Dr¡Mont Homeowners Associatio¡r Canvon View Homeol,vners ¡\ssociation cio llonreorvner Association Se¡vices 2266 Clanlino Ranron Sa¡r Rarnon. CA 94583 (92s) 830-4848 Attention: Tom lJantz and Brian Ritter Can-v-on ()r.vners' Assoc:i atiolr c/o l{owe Assoc-iation Managenrelrl, lnc 485 llartz Avenue. Stiite 100 Danville. CA 94526 {925)837-280-5 ext. l# Atlention: Jackie l{orve Canyou Woods I lonreorvners Associaticln c/o Christison Conrpany 3090 lndependence l)rive [,ivemorc. CA 9455 I -\]469 (92s) 37r-5710 ¡\ttention : tìlizabeth lìanlirez- Ëcho Ridge I {omeowners Association l'he I-ake at Canl,on I-akes IIc'¡¡neowners Association cio Comn:on lnteresl Management Services i l5 Diablo Road" Suitc 22l Dlnr,iIle, C,A, 9;1526 (925) 713-3080 ext. ?35 Attcntion: .lanice Schock and N4eJanie Malik Ûolden View Elementary Sclrool Nancy White, Principaì 5025 Canyon Crest Drive San Ramon, CA 94583 (925) 73s-0555 San Ramon Regional Cen{er Ciary Sloan, CEO ó001 Norris Canyon Road San Ramon, C.¡\ 94583 (e25) 275-e20t Vista Pointc Canyon Lakes Ov"ners Assoc o1o M & C Association ManageÍnent 4305 l"lacienda Drive. Suite 180 Pleasanton. CIA q4588 Pleasanton, CA 94588 Attention: Aclrian IJrcaIr> Canyon Lakes Geologic Hazard Abatement District Program Budget Fiscal Year 20191202A Thrl tì¡llorving proposed line itcm ¡:rogram buclget (Table I ) sumnrarizes the anticipated expendilures fbr tìscal 1'ear 2019DA20 fìrr tlie Canyon Lakes Cìeolbgic l-lazarcl Abatement District (Canyon i.akes Gl{AD, Gi{AD or District). Through an ongoing risk nranagernent âssessnlent, the GHAD ma¡rager evaluates and addresses risk through the irlplemenlation o1'an annual program buclget consisting of fbur nrajor oalegories. Preceding l-able l, and directly belou,', please see a general overview description ol'the four major program elenrents rvithi¡l the budgct. iVlajor Projects Progront 1-he annnal Major Projects Program includes: Iandsiicle re¡rair projecls. drnirrage inìprovetnent prCIjects ald capital inrprovenrent projects necessary to either .nntrol. rnitigate. or prevent landslide ûctivity. Other large program rcsponses necessary t{) implement the Plan ol'Cìontrol, including specific purpose stLrdies arrcl investigations, may also be includecl in the Ìr4ajor Projects Program. Cienerally, lt'¡r consideralion of inclusion inlo the ìVlajor Projccts Program, a ploiecl or study woulcl represenl a level of conrplexity reqLriring plans. specitìcations, and comprehensive engineering anal¡'sis including modeling and research, or a project rvith a protractecl scope such ¿¡s tltose requiring nrultiple regul¿ìtolJ ¿rgency lipprovals. \4<tsl lvla.ior Prcr.iects have a projectccl cost that exceeds $20.000. llistorically, the Ma.jor Projects Prograrn has been conrprisecl ol'signilica¡rt landslide repair pro.iects and other responsive large projectsl at other tinles. it llas included programntatic studies and investigations usel'ul in generatirrg proactive lesponses. T'his ciiversity of projects denronstrates the irnportance of a llexible Major l)rojccts Program structr¡re that adapts iletrveen responsir.,e and ¡lroaclive neecls and capabilities lo manage the dynarnic nature of'larger sci,rle geologic events. Pr¿venlìve Moínîensnce snd Operutíons l-he anntial lireve¡ltive Mainte¡rance and Operations Progranr inclucles all nrinor repairs, cleanup. ntaìntetrance. rnonitoring arrd replacenrent of drainage structurÈs and <tther assets thâl clegrade o\/er a sen,jceable lilb. 'l'he goal ol'¡rreventive ntain(enance is to \eep the.assets in operational conclition and identil'¡,potetltiill slope stability risks beftrre they rranil'est. allorving rne¡ìst¡res to be taken to eifher prevetlt. or rniligatc the irnpact ol' thcse hazarcls as defincd in thc (lan-vrx Lakes Cl lr\D Plan of Control. Cìan¡,otr l,akes Cl-lAD assels include. concrctc lint":d clitchcs. subdrain¿lge systcms. ground\\'atùr measuring instrumentation. sloire inclinometers and moislure gaugcrs. arrcl slope debris catc.hnrent f"eatures. 20 1 9121)2i) I)rorrrarn llutlgct ('att¡',rn I-rtkcs (.ìl l;\f) Thc Prcventive rnaintenance pïogram also includcs preparations for emergency' response. winterization nle ¿ìsures inclutling erosicln prolection, slope stabilization su¡rplies, ancl instrunrent nraintenance. 'l'he Operations Progranr is primarily populated with scheduled inslrument moniloring e\¡ents, Data liom these instruments are er.'aluatecl to establish risk and trencls in an efforl to aven lânclslicle activity. In addition to the instrumentation nronitoring progrrun, the Operations Program contains the Incident Response and Cornruunity Relations I)rogram, rvhich incorporates cornprel:ensive iirst response capabilities, and f'oslers comnrunily incident interaction. Speciul Projccls 'Ihe ClarrS,on l-akes CIIAD plìrsues ongoing and nerv activities identified as Special Pro.jects. Special Pro.iects include activilies requested by the Board such as the Comnrunications Progranr. or projects and sludies designed to improve the Districl's operational effectiveness and insure financial solvertcy. Special Projects also iriclude utilizing ner.v teclrnologies to increase the eflìciencies of tlie day-to-day operations of' ' the GflAD. Establish¡nent. testing and placing into sen,ice a ¡ìew Geographic Inlbrnration Syster:r (GIS) has been one of tnany successful l'i'uitic¡ns of the Special Projects Progranr. Adminislratiott Administrative ex¡re¡rses ¿ìre required to o¡rerate the Carty<ln l,akes GHAD and inr¡rlement the projects. Adniinistrative e.xp*nses i¡rc'iucle the l,arious xrlcs. personnel a¡rd consultants to nlanage the operations including: the General Manager. Adrlinistrative Manager, Conslmction Services Manager, cerfain clerical and accounling stafT. consultants, anri legal suppoí. Wjth respect to the General lr4anagenent of'the Canyon l-akes GTIAD - the C'anyon Lakes Gll;\D lloard of Directors through Resoh.rtion 2018/01, anlong other business, establishecl a Clonsulting Sen'ices Agreement rvith Sands Construction Cìonrpany', lnc. lcr act as General N,lanager. T'he pa.vment limit established fbr a term thrcluglr .h"rne 30" 20l9 rvas $122.700; the proposerl paymenl limit tlrrough.lune 30.20?0 is Sl2ü.000. 'l'he scope of' services lbr the Ce¡reral lvlanager include, managing the day-to-da,v operations through implernentation of' thÉ¡ llccess¿rr,v f-rn¿rncial recordkeelring anci ¡¿rpoñing: updating and n:aintaining goveming docunients, such as thc Plan of'Contrcll: and ntrinaging and updating administrative to<;ls such as thc' Resen e Study. Conulunications PIan, Work Progra¡l ar¡d Mortthl,v lncide¡rt l-og, 'Ihe Ge¡reral lv{anager Consulting Senices Âgreenrenl ¡rror,ides f'or certain acl¡ninistrative positions including, bul n<lt limiled to; a Cienerill lv'lanager. ¿rn Aclnlinistrative lvlanager, a Construction Services \4anager ancl a Nctrvork Aciministrator as rvell ¿rs ovedreacl costs. sucll as oJlice spacc rent. of'lice supplics and postage.'fhe Ceneral Manager wjll retain the rlccsssary- proftssionals. irrcluding rvithoul linlitation. engineers, &ccounting prol'essionals. allcl vendors to t'aciljtate tltc operalions tll' the CItAD. 'l-hc Geueral lr4anager Consultin_q Se rvices Agreemcnt and associated budget allows f'or the conclitional use i:f subcontraclors such as administrative sub-consultants a¡rcl ?()19.1101{) l}r'ogr¿r¡ }}udgcl ? ( an¡olr l.lrhes (.ill.{l.) engincering or construction sub-corlsulta¡rts, within the paynrenl linrits of the Cìorisulting Services Âgreement. With respect to lhe operations managenlent ol the C.anyon Lakes CI-IAD, the Operations Manager payment limit rvas set at SI34,000 fbr a term through.lune 30. ?019; the proposed pâl'ment limit through June 30,2020 is $135,000. 'l'he scope of' services fbr the Operations Manager include impletneriting the Major Projects and Pleventive Maintenance Programs throtrgh fbrecasting rvoil< schedules and priorities; preparing Requests for Proposals and managing maintenance and repair operations rvithi¡r the tr4ajor Projects ancl P¡'eventive Maintcnance Programs. These services inch¡de project mânâgement and co¡rstructio¡r management; and preparing liir a¡rd responcling to emeì"gerrcy incidents, 'fhe Operations lr4anager Co¡rsulting Services Agreenrent prot,ides f'or certain operational positions including. but not linritecl to, an Operations Manager, Construction Services Manager and Conslruction Senices Technician, as r¡'ell as certain overhead costs. such as. offìce supplies. and electronic nroniloring tlevices testing appariìtlìs rental. The Operations Manager Consulting Services Agreemcrnt ancl associated budget allows for the conditional use ol' subcontr¿rctors such as cont[âclors. engineers. and special inspectors. u'ithin tlre payment li¡¡its ol the Clonsulting Services Agreement. A sunrnrary of the proposed Fiscal Year 2019/2û20 Budget is presented in 'l-ablc I on the lolloq'ing pages. 32(ì I !)/l()2() l'r'ogranr [lutlgcl ('an¡.on l,¡ke s (.ill¿\l) Table I - Summary of Proposal Fiscal Year 201912020 Budget Budg_e! Iter,n .Budget Amount % of.Total Budàer' Maior Renairs Irainvay #14 Open Space Landslide Repair r 60.000 Unanticipated Sites s0.000 Landscape Replacement (associated with repairs)30.000 Tolol Msìor Proiects s240,000 34% Preventive Maintenance/Operations Preventive IVlaintenance Drainase Stonn Drain Facilities 0.00 B-58 Concrete Lined Ditches Mai ntenance/Clean /Map 2s.000 Repair and Replace 30.000 Subdrain Systems 5,000 Horizontal Drains 15,000 Subdrain OutletslPumps 10,000 Piezometers 10,000 Settlement Monitors 1,000 Retention Basins 5,000 Minor Repairs 15,000 Winterization r 0.000 Emergency Response 10.000 Debris Benches 3.000 Sublotttl $139.000 Or¡erations Piezometer Monitoring 6.000 Horizontal Drain Monitoring 6.000 Subdrain Monitoring 6.000 Settlement Monitoring r.000 Incident Response/Homeorvner Relations 10.000 Subtotal $29,000 Tolsl Prevenlíve $l ó8,000 23"/" 4 ( lanr.on l.akcs (-ìl l¡\l)2{)ì tr2{)2(l ì'rogrrnr l}ttilget Special Proiects Plan of Control 40.000 Reserve Studv 5.000 Snecial Studies 10.000 Intbr.mation Technoì osv/GI S 16.500 Accounting Systems Upgrade 2.000 Procedures Manual 3.000 Communications Program 3.000 CA Associalion of GIIAD - Membership/lnsurance 6.000 Tota| Sp.ecÍal Proiects s85,500 t2% Administration Geileral Counsel 25,000 SpecialCounsel Liti eation/Legal Concerns 10.000 }IOA/CCCFCD 20.000 Assessmçnt Roll Update 6,000 Staffins/Admini strat ive Sup port 75,000 Accounting/Financi al Services 65,000 Trainine/Education 1,000 Offìce - Rent/Supplies/EquipmenVlease 16,500 TotnI Admíttîstratíon $218,500 3t% Available Funds Estimated Beginning Fund Balance - July l,2Al9*3,877,000 Estimated Property Owner Assessrnents 620,000 Estimated Interest on lnvestments 93,000 Other Income 00 Total Available Funds s4,590,000 Llses of Funds Maior Proiects 240,000 Preventive Maintenance 169,000 SpecialProiects 85.500 Administralive 218,500 Total Use of Funds s712,000 Estimated Resen'e Availatrle/Bnding Fund llnlancc Junc 30,2020 $3,878,000 TOTÁL PROPOSED BUÐGET FY2OI9/2020 s712,000 lû0o/o + lnclr¡dcs estirnated tnre-up rùvenue pavrnent (.lune l0 l9) of'53?,09?; Projected Fund Balance date of pubìication 2() I 91202() Pni[r¿nr I:ìurlgcl ('ln1'rrn l,akcs (ìl lÂi) DESCRIFTION OF BUDGET ITEMS Fairç'ay #14 Onen Snace Landslifle Rgnair The fairrvay 1,1 landslide and debris flows occured during heavy rains. The site is quite expansive and incorporates an area o1'several hundred fbet of hiliside. 'l'he resulting debris flows encroached onto the golf course - some siltation rnaking its 'uvay to the wate.rcourse belolv. Although this golf course site presents a lower priority for Cl{AD repairl, it does produce the potenlial f'or signifìcant mobilized slicle clebris to encounter the adjacent seasonal stream. The GHAD is ctrrrently rvorking on possible mítigation schenres that will likely utilize a debris wall at the base of slope to prevent further incidents of land movement. Esfimated Cost $160,000 Unanticinated Sites: Dr.rring heary rain years unexpected repairs are necessary to avert or co¡rtrol landslides that ntay threaten properJy within rhe District. It is vital for tlie manager to retain the availability ol' funds rvithin the \4aìor Repair Program to address such an event. It is also common to experience a change in the planned co¡rstruction schedule to include additional sites. Known sites can rise in priority throughout the year and additional sites maycmerge' Estimated cost sso,ooo l,andsc¡r¡e Renlaccment: Typically. remedial landscaping is either included in tlre scope of r.volk f'or major projects or elirninated completely fiom the repair scheme: horvever, on occasicxl the associated License Agreements executed in preparation of the rvork will address a reimbursement or allowance to the propeúy owner tìrr remedial landscaping installation. With as ntany sites md events that the Canyon L.akes CIIAD has to afiend tû over the next fiscal year, we have allowed fbr cerlain, unknorvn at this time. landscape/slructure reimbursements. Estimated Cost $30,000 Preventive Maintenance and Operations Preventive MaintenRnce Preventive nlaintenance genelally consists of'tirose measures taken to prevent an incident or l¿ndslide evenl including: asset maintenance, drainage structurcs. instrument sites and ! CIìAD Plan of Clontrol and past practices to prolecl structures on a prioriry basís gir,,en the availability ollunds 2019/:0:{) Progranr l}utlget l¡ (lanvon l,¿kc's (i}lÅ.|) winterization measures. Operations inclucle ongoing monitoring progr¿ìnls and responses to comnrrurity requests, Details of the proposecl burlget for each ol'these categolies are listed bclou,. Givcn the unique nature ol' the clamage ancJ responser ef'ltrrts necessary u,ithin the Major Projects Prograrn over the p¿ìsi t\.vo yetlr. the Preventir,e lvfaintenance Progranr tvill continue tlrr:ough this fiscal ¡,ear with those tasks lhat are essential to nlaintaining slope instrume¡ltation sites and infonnation; and data collection and c¡ther measures to insure slope stability, We rvill include asset ¡nonitoring and inventory studies within the Preventive lr4aintenance program as we cornplete el'li¡fls to address the clamages sustained during FY 1611 7 rain even(s. Il-58 Drain Svsfg$rs þlninlenonc¿ - ¡\llou's f-or <¡ne nra.ior annuaì cleaning an<l nrapping. District stalï periodically walks the B-58 systenls to gel a fÌrst-hanci account of their cunent conditir¡ns and project their serviceable lif-e. T'his inlbrnr¿tion, along with other ernpirical dat¿r. is utilizecl in our lìeserve Study updates. With the ex¡reme weatheï conditions lasl year and the related soil and r,eg.etation load inrpacting the network of 13- 58 systems, we have anlicipated and allorved f'crr a greater el-for1 to nlaintain proper drairrage lbr these lacilities over the fiscal year. llstinrateel Cost $25,000 Repair and Replaccnte,tl - "l'he GtIAD has repairecl or replaceci all of the listed lineal t'eet of severely damaged B-58 throughout tlre clislrict. 'l'his ,vear alld in the llture, a priority will be establishecl based on the degree of' clanrage and risk to improved properties, and a percenlagc of'luftrre replacerne nt proiects rvill be budgeted thruughout the upcoming years. l¡r recellt years minor repairs were ¿ìcrconrplished invoh.,ing approximately' 1500 lineal I'eet of B-58 drainage systen'ìs. This ¡-ear an aclditional scveral huncired lineal feet oflrninor repair (cracks and small spaìls) has been buclgetecl filr re¡:air,'l'he remairiing budget rvill be utiliz-ed on repairs to existing B-58s on a site- by-site basis. Estinrafed Cosf $30,01)0 Subtlrain Systems Outlet sites fbr subdrain systenls nrust bc nronitoreci and m¿rirrlenallce provitled io erìsure outlels have noi been darnetged or impedcd. 1'liis budgct u'ill allow lbr an inspcction and mino¡ nlaintenauce 0f these sites. Estin¡¿tecl Cost 55,000 llorizontal Drains - Thc District Manager has placed a high prioritl' on verif,ving the conclition ol'and restoring as nrany existing horizontal drains tltroughout the clevelopnrcnt as possible. A delhnitii,c list ol' sites requiríng re¡lairs had been clelernrined ancl rvork conlint¡ed lhrouglr fìscal year"201712{\18 on restoring the siles and installirrg identiÍrczttion niarkel's.'l'he rvork l¿lst year u¡as expanded 1o -120 I 9i2{)?0 Proglnrn lSutlgr't ('¡n_i on l.akcs (i l lÅ1.) include conÌmencement of', a rnulti-year cleaning program. 'I'hat progr¿rm was completcd in FY¡8/19. 1-his year rnaintenance rvill resume a typical protocol and a study involving selected pipe irrspections rvill L'ornlnence in an eflbrt to cletennine the necessary frequency' interval to apply cleaning operations. Ðstimated Cost $15,000 Sutrdrain ()utlets/Pumps l'he Canyon l,akes GÍTAD conducts ongt:iltg ,el'tbrls to identiiy, locate, and make detenlrinalions aboul the ef'l'ecliveness of the netrvork of subdrains throughout the I)evelopment. Thc District anticipates that on-site restoration work rnay be necessary al sonte sires. This additional rvork as r.r,ell as tlre introduction of the subdrain systems into the Districl OIS systerrr has been incorporaled into this budget item. "l'he District maintains three substatio¡: subdrain punrping facility sites looated arountl the lake at Canyon l,akes, Periodic site checks for operation are required. I¡r recetlt years the eqnipment, instrumentatiorr and electronics have been updatecl, A budget has been establi.shed to ¡rrovide tugoing site maintenanc,e aud pr:ntp replacemenl. Estimated Cosf Sl0,0l)0 Piezometers 'f'he District reads and rnaintains in excess ol' 72 piezometers measuring ground rvater elevations. ¡\ definitive lisT of sitcs requiring repairs has been determitred and restoration work has bee¡r conrpleted on rnany o1'the sites as rvell as the inslallalion ol'ide¡rtificatiorrmarl,lers ancl protective monr¡nlents at virtuallJ, all sites. fhe work this ,vezrr has been expancled to include a greater number of'sites artd inclusion oithc' sites inlo the CIS syslem, Estirnated Cost S10,000 Set(le{nent Monitors Ovcr tìme. a number ol'settlcnrent monitors have been placecl throughout the deve,lopmenl. These monitors rvure, in largc- part, i¡rstallcd as patl of'a specilÌc study and therefore are not continualìy ¡nonitc¡red, A moclest buclget has been established fbr site preservation and nrainlenance. flstimated C"ost $1,000 Retenlion Ilasins Previously protracrcd rlrought conditions in northent Califìrrnia havc resultcd in significant recL¡ction iu watel ler,els ill nran¡' dual-purposc stt:rrnl ç'ater rslention làcilities in the area. irrcluding q'ithin tlre Clan-r,on l-akes dcvelopnrent. 'l"he Gl'lAD tnanager is ¡clively rvorking with local Ilol¡eowners Associalions and.juristlictiorral agencies to lr-rrther explore the pcltential risk ranrifications in an eltbn ro collectively plan 1'or impact. Estimaterl Cost 55,000 sl(l I9.'10:t) I'rrr¡nuu lìLrclgct (llnvon I"¿kcs (il l¡\1.) i\{inor Repairs A budget is established annually for: anticipated, as well as unanticipaled nti¡ror repair pro.iects. 'l-here are not currently any anticipated minor projects r.vithin the Preventive Maintenance I)rtlgram. Ilstimated Cost $15,000 Wintcrization An annual bLrdget l'or tl,e cost of rvinterization materials and installation has been established. [stimated Cosr S10,000 Enrerqency Resfionse During the winter rain,v season, the C'anyon Lakes Ctl-lAD responds to a range of'urgent active and tlrreatening lanclslides and drainage issues where propedy damage is llrreatened. J'hese i¡rciclents typically involve mud or debris flows- pluggecl storm clrains at the base oi slopes or floodecl propcñies due to the overflorv of runofl fiom plugged or dar¡raged läcilities. ln severe cases these re spor¡se s can be the initiation of slope stabilization measures in pre¡:aration fbr a rnajtlr rcpair. Estimated Cosf S10,000 Debris Benches :"\ur1'rerous c,arthen clebris benches exist throughout the clistrict, lt is essential that thcsc fäcilities are inspectecl to irrsure capacities and drainage have not been compromisecl. Annual inspections are made. and periodic debr:is re¡noval plans are initiated. I'his year's buclget allor.vs lbr geotec.Ìinical evaluations and the ¡reriodic renrùr,al ol'âccr¡mulated debris fioln several of'those lrcnches identilìed cluring the study' and routine monitoring evcnts. Estinrated Cost 53,000 Operations An i¡lvcnlc¡r-r, ol' on-site instruurentation inclucling huncirecls of piez-ometers. illclillonlcters. llorizonlal draius. sL¡bdrains ancl settlement ¡nc¡nuntenls are nrr-¡nitoreci periodicail¡, throughout the year as a prcventative nreasure. Clollected data fronr these sites is analyzecl and aggregated into the CIS s,v.stem for fì¡rther analysis to establish trends. \4onitoring sites can be established lbr a variely of uses. Often conrpleted repair sites lec¡uire nronitoring to conlinl thaï the slope has been stabilized. Other silcs have been utilized to inclicate signs ot'unstable conditions developing a¡ld have bcen instnrnrcntal in dctcrnlininp slope conclitions ¡rriol to the activation ttf a landslide. ?i)l9i2l)2{} l)rogrrrn l:lrr.iget I ('¡nr'on Lakcs (ìllr\l) l"hrough tlre use of collected data such as water depth. r:ragnitude of slope rnovement. depth of movement ancl ground surlhce movement. the Districl has been able to arrest slope movement i¡l advance of an incipient 1àilure. Archiving of hislorical dara is currently being integrated into thc GIIAD GIS systerrr. 'l'hroughout the year the District reccives incident response or assistance . calls liom property ov\ners regarding slope stability or drainage issues. Conurunit-v relations. including incident responses through the annual Operations Progranr has been institutionalìzed as a role of Gl"lAD management. All incidents are recorded rvíthin the CIS and nove through the district response mechanisms as is appropriate ancl consistent u'ith the GIIAD Plan of'Control, 'l'he GIIAD manager receives updates in long-range rveather and oceanic tenperature changes through the National Oceanic an<J r\tmospheric Administration (NOAA) and other scientific and atmospheric agencies that track data and procìuce probabilistic assessments on tlìe likelihood of'a recr¡rrence of heavy rain cortditiotts. Estimated Cost $29,000 Special Projects I)uring fìscal year 20l9l2A2A the District will conlinue several special projects. Brief. descriptions of the specialprojects are presented in'l-able I ancl f-urthertlescribed below: I'lan of Control Undate At the tinle of this publìcation. Ame¡ldmertt 2 to the Plan of Controlhas been drafled, and peer revierved. Additional conrments are cun'entl1,'being c<lnsiclered by the GI{AD Tr4anager. We anticipate that a fìnal drafì rvill be ¡rresented to thc Board rvhich rvill contain additional clarifìcatiorrs with respecl to tl"¡e Gl{ADs responsibilitics ancl authorilic:s and make cerlain nrinor clarifìcations in the language. Estimated Cost 540,000 Reserve Studv 1'he Can1.'on l,akes CI-{AD reseïve fr:nd stud,v.. Iras been conrpleted. 'l'he Reserve Snrdy lìnctions as a pro-fìrlna analysis of'the frnancial necds ol' thc GllAD. lt serves as a lool to calculate the a¡rnu¿¡l contributitxt rec¡uirenrents by the l)istrict to build an<J nlaintain suflicient luncls fìlremergenc,ies based on past rveathsr patterns and slide repaircosls. 'J-he Reserve Stucly projects an¡rual contributiolr to the funds reqr.rired over a fbrt-v-year perir:d a¡ld is perioclicalll' updatcd to represcnt nclv conditions ancl impacts. Estimated Cost S5,000 Snecial Studics 'l'he Canl,on l.,akes GtiAD intends to conduct targetccl studies in thc areas ol'iiscal polict' trnd geologic risk. J'hc: recent research and stud,V into the Plan o1'Control update and the Reserve anal,vsis will be utilized 1o provide initial data to concluct th¿se research projects. Tltc Canyorr 2{)19i2020 l)rr)grarlr tludgÈ{ l{l (lùnlon l,rlkr:s {ìll¡\1.) Lakcs CHAD, norv in its 34th ycar. has the unique opportutrit¡' to address many of the issues surrounding long-ternr viability ancl sustainability, withi¡: changing enviromre¡rtal and financi¿rl conclitions. Using empirical data, u,e can assess potentiaily increasing tìnancial loads and geologic risks that lna-v aÇcompany the nlaturation process of this district. We are confidenl that thcse studies have produced anci i.vill conlinue to produce benelicial results. Estimated Cost S10,000 Informrtion s and Technoloçtl' Gl:lAD has conrpleted an upgrade to its GIS syslcrlr to include all of the Ol:lAD's data collection and ¡nonitoring operations. Thcr s,vstcnt is now fully operational and is run l'r'om internal servers, combined lvith secure arrcl private "cloud^' stor¿Ìge. 'llhe record anct tool that thís systenr offers fàcilitates the General kfanager's ability to locate past repairs and assìst in a variety of risk assessnlents u'ithin the District. tlpgrades have now provicled adciitional state-of- tlre-art security' and reclurtdancy featurcs not historicall.v available. As a result of an indeperrdent evaluation of'the GI{AD's inf'orrnalion syste¡r'rs conductecl i¡l ?012 and again in 2015, the GI'lAD ìras modeinized its IT's¡rstems and security. Ädditionally, a neiv GIIAI) r.r'ebsitc rvas launched vrur.v.can),onlakesglrad.com to assist property owners and disseminate inlornlation to our constituents. It is anticipated that rvork u'ill confinue on enhalrcements to the GFIAD GIS during this (ernl. Work u'ill include, incorporating access t'eatures to data and graphic representations and irnprovirrg perlìrrmance arrcl usabilit,v of the sitc. Estirnated Cost $16,500 Accou ntin g System [,lpqrade Periodic u¡rgracles are nccLìss¿ìry to enhance accounting syste¡r.¡ capabilities. The GI-lz\D utilizes expensc acc:ou¡rliug soflrvarc lû iìssist in rLìpol'ting an<j the clay-to-day operation of the Dislrict. Continuetj accounting slstcrlls cnhancenre¡rts lvill be implenrented allor.r'ing nrore dsta e¡rtry strea¡llining. enhänc,ed re¡rcrrting. and qLralit,v control assur¿ìnce procedures. augnlenting thc current systeÌns. Estimated Cost $2,000 Proccdurcs Ma¡¡ual GIìAD contìnualll' u¡rgracles proceclures ancl nrodiiies plans to incorporate nerv techr:ologies thât âssist the Clj¡\D in clelivcring the lrighest level ol'services. Proceclures require cerlailr modifìcations ancl enhancenrcnts as ncr'r' rnelhodologies are illlroduced ancì incorporated into the Gl{AD Stanclard Opelation Procedurcs. Ccflain lÌnancial and operations procedures have been instilutionalizccl u'ithin the prograrn. Actciilional procedures r.r,ill be incorporated to further defìne and s(and¿rrclize the fbllowing areas: r Prevclllive ì!laintcnance/Operatir¡ns ¡ Cc¡ntracts and r\greentents . Atlnlinislratir,e irrtrcedures Estim:rted Cost 53,000 :0 I 9110?(l l)nrgrarrr llrrtigel (.'an¡on l.alcs (ìl li\l) Communications Pl¡n The Can¡'on l.akes {il"lAD maintains a communications plan designecl to keep constituents currcnt on ÜFIAD operations and developments. 'l"he plan adclresses several venues and nrcdiun'rs in which to clisse¡ninate inlormation u'ithin this district, and to other concerned parties, ancl to establish cle¿rr and accessible channels for communitv interaction. The CI{AD lras norv inrplemented a rveb page for public inforrnation and a nrulti-page inf'onrational brochure has bee¡l completed and distributed to interested Homeowner Associations (flOA) that describes the GUAD and its responsibilities and Iimitations, Esfimnfed Cost 53,000 Outreach/Leeislative llevierv Calilbrnia Association of GHAÐs (CAGIIADs) IVtembershin/Insurance 'l'he proliferation of'ner.r,GI"lADs within Calif'ornia has resr¡ltecl in new legislation anrì adopted procedures, 'l'he Canyon l.akes CFIAD Manager. in association with otheÃ. shares informarion and knorvledge through a consofiium of CI"IAD ff¡anagers knorvn as the Calif'ornia Association ol'GHADs (CACI-lADs). The CAC}IAD has recerrtly obtained Ccncral Liability policies tbr its mcnrber GI'ìADs. Policy prenriunt costs for the Cìanyon Lakes CillAD are approxinrately, $3.6002. Ad<iitionall-v, the GIIAD ¡îanager participates in the CAGIIADs as rtìe organizarion pursues other financial assets that may provide the GI-tADs additional o¡rtions fbr extraorclinary event lìnancial planning, In 2016 the CAGIÌAD Board adopted a new fee schedr¡le reducing the annual Cìl-l¿\D f'ees for nrembership by 50%. Estimated Cost 56,000 Administration 'l'he administration of the Canyon Lakes GI'IAD includes all costs ¿rssociatecl u.ith legal sl.tppotl. ollìce expÈnses: staflìng, ancl accounling. Blief'descriplions are presenlecl belou,. [,"çgnl General Counsel * GI"IAD Inanagenlerlt must interact regularll,rvirh CIIAI) Counsel.'l'hc da,v-to-clay opcrations of'the GHAD present rn¡'riacì olopportunities an<J issues tcr r.vork directl¡' rvith G]lAD cot¡¡rsel" in the areas olcr¡lllracts. ¿ìgreenrents. issues or new business tÒ presen{ fo the Boa¡:d, legislation. propcrt), owner issues. etc. Iìstimnted Cost 525,000 Spccial Counsel - GH¡\D nlanagement requires lhe services ol'special cou¡rsel Iì1m ti¡ne to tirne in the arcas of'litigatir:n and other legal corrcerns. Estimrfed Cost S30,000 : A rlr.rrc contprehcnsivc polic¡" u'as ol-rl¡incti in2Al7 u.ith a prcrniurr increasc 2t) l().,1(.)21) l>rturiìrn llu(lgùt 12 ('an¡ or l"akes (ill;\l) Assessment Roll Update .Annually, the district lunds an ellbñ to recalculate the fìnal âssessnlent roll f'or the district. This budget allorvs lbr a peliodic analysis of the conprchensiveness oll the roll ìn addition to calculating the properties statl¡s and rate modifìcatiorìs. Estimated Cost $6,000 Stafline/Acl ministrntive Su nport 'fhe CIIAD statJ' includes the General Nttanager, a Construction Services Manager- an Administralion Managet and frequently ôlher support staff. 'l'he General Manager adnrinislers all GÌL\-D day-to-clay operations. including fìnancial budgeting and comnrunications regarding its activities. T'he Ctxlstruction Services lvfanager, among other 1asks, administers the Major Projects and Preventíve lr4airrtenance Programs a¡rd associated rvork scherlules, consulting and cousfruction Þontracts. ancl docurnents. T'he adr¡inistrative staff is responsible fbr accounling/bookkeeping, contract administration, clerical. and construction managenrent support. Additional management stalïcosts are also appliecl to specilÌc pr<rjects as appropriate. Authorized business expenses such as renl, ofIìce supplies and leases are included in StafÏng. Estimatcd Cost $157,500 zl't l 9 ! 2t)2ll f )rog.run ll utlget t-\(.lanvrrn 1..¡lics (.ì I I¡\ L) GHAD BOARD OF DIRECTORS CANYON LAKES GTIAD BOARD CHAMBERS ROOM 107, ADMINISTRATION BUILDING,651 PINE STREET, MA RTINEZ, CALIFORNT A 9 45 53.1229' JOHN GIOIA, Chairofthe GHAD KAREN M ITCHOFF, Boardme mber FEDERAL D. GLOVER, Boardmember CANDACE ANDERSEN, B oardme mber DIANE B URGIS, Boardmembe r MEETING AGENDA June 18,2019 Geologic Hazard Abatement District (GHAD) Board of Directors for Canyon Lakes GHAD: Time: 9:00 a.m. Hearing to consider: 1. A Resolution to Adopt the GHAD Budget for the 2019/2020 Fiscal Year and to update the GHAD lVlanager payrnent limit pursuant to the Consulting Services Agreement as recommended by the GHAD Manager and GHAD Attorney (Resolution No, 2019/01). 0 I 7505 0001 \54847t 8.1 fr CANYONLAKES GËOt ClC ll,tZ,{RD A¡ÂTIt'lÐ{T DISfR¡ff Program Budget FISCAL YEAR 2A19-2420 ÄPRt L 20t9 RECOMMENDATION(S): ADOPT California Tradewinds GHAD Resolution No. 2019/02 adopting the GHAD budget for fiscal year 2019/2020 and updating GHAD Manager payment limit under Consulting Services Agreement, as recommended by the GHAD Manager. FISCAL IMPACT: The GHAD is funded 100% through assessments levied on properties within the GHAD. Therefore, there is no impact on the County General Fund. BACKGROUND: The GHAD Board is requested to adopt budgets for the GHAD operations each fiscal year. The GHAD Board is being requested to adopt the fiscal year budget for 2019/2020 as prepared by the GHAD General Manager, Sands Construction Company, Inc., which is attached to Resolution No. 2019/01 as Exhibit A. In addition, the GHAD Board is being requested to update the GHAD General Manager payment limits under the existing Consulting Services Agreement approved by the GHAD Board on May 19, 2009 by Resolution No. 2009/02. The payment limit for the GHAD Manager for FY 2018/2019 was $8,000. The budget attached to Resolution No. 2019/01 identifies the payment limit for FY 2019/2020 at $8,000. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Amara L. Morrison 510.834.6600 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: June McHuen, Deputy cc: D. 9 To:California Tradewinds GHAD Board of Directors From:Patricia E. Curtin, GHAD Attorney and General Manager Date:June 18, 2019 Contra Costa County Subject:California Tradewinds GHAD 2019-2020 Budget CONSEQUENCE OF NEGATIVE ACTION: The GHAD will not be able to continue operation starting July 1, 2019 if the budget is not approved. AGENDA ATTACHMENTS California Tradewinds GHAD agenda California Tradewinds GHAD 2019-2020 Budget California Tradewinds GHAD Resolution 2019-01 MINUTES ATTACHMENTS Signed CA Tradewinds GHAD Res 2019/01 017583.0001 \5484523.1 GHAD BOARD OF DIRECTORS CALIFORNIA TRADEWINDS GHAD BOARD CHAMBERS ROOM 107, ADMINISTRATION BUILDING, 651 PINE STREET, MARTINEZ, CALIFORNIA 94553-1229 JOHN GIOIA, Chair of the GHAD KAREN MITCHOFF, Boardmember FEDERAL D. GLOVER, Boardmember CANDACE ANDERSEN, Boardmember DIANE BURGIS, Boardmember MEETING AGENDA June 18, 2019 Geologic Hazard Abatement District (GHAD) Board of Directors for California Tradewinds GHAD: Time: 9:00 a.m. Hearing to consider: 1. A Resolution to Adopt the GHAD Budget for the 2019/2020 Fiscal Year and to update the GHAD Manager payment limit pursuant to the Consulting Services Agreement as recommended by the GHAD Manager (Resolution No. 2019/01) 017583.0001\5488761.1 THE BOARD OF DIRECTORS OF CALIFORNIA TRADEWINDS GEOLOGIC HAZARD ABATEMENT DISTRICT Adopted this Resolution on June 18, 2019 by the following vote: AYES: NOES: ABSENT: ABSTAIN: RESOLUTION NO. 2019/01 (CALIFORNIA TRADEWINDS GHAD) SUBJECT: Adopting 2019/2020 annual budget and updating GHAD General Manager payment limits under the existing consulting services agreement. WHEREAS, on May 19, 2009, the Contra Costa County Board of Supervisors adopted Resolution No. 2009/02 approving the formation of the California Tradewinds Geologic Hazard Abatement District (GHAD) and appointed itself to serve as the GHAD Board of Directors. WHEREAS, the GHAD Board of Directors desires to adopt the budget for the fiscal year 2019/2020 prepared by the GHAD General Manager, Sands Construction Company, attached hereto as Exhibit A. WHEREAS, on May 19, 2009, pursuant to Resolution No. 2009/02, the GHAD Board approved the consultant services agreement with Sands Construction Company, Inc., to act as General Manager for the GHAD. This Agreement, in section 1(e), requires the GHAD Board to determine by resolution each fiscal year the payment limits for GHAD General Manager services. The budget attached as Exhibit A identifies this limit for fiscal year 2019/2020 at $8,000. The Board of Directors of the GHAD HEREBY RESOLVES THAT: 1. The GHAD Board approves the GHAD budget for the 2019/2020 fiscal year attached as Exhibit A and incorporated herein by this reference. 2. The GHAD Board adopts the payment limit for General Manager services at $8,000 for fiscal year 2019/2020 as set forth in Exhibit A, and incorporates this payment limit into the consulting services agreement. 017583.0001\5488761.1 3. The recitals are incorporated herein by this reference. This Resolution shall become effective immediately upon its passage and adoption. Approved as to form: ___________________________ Patricia Curtin GHAD Attorney THE BOARD OF DIRECTORS OF CALIFORNIA TRADEWINDS GEOLOGIC IJAZARD ABATEMENT DISTRICT Adopted this Resolution on June 18,2019 by the following vote: AYES: C. Andersen, D. Burgis, J. Gioia, F. Glover, K. Mitchoff NOES: 0 ABSENT: O ABSTAIN: O RESOLUTTON NO. 20l9l0l (CALIFORNIA TRADEWINDS GHAD), SUBJECT: Adopting 201912020 annual budget and updating GHAD General Manager payment limits under the existing consulting services agreement. WHEREAS, on May 19,2009, the Contra Costa County Board of Supervisors adopted Resolution No. 2009/02 approving the formation of the California Tradewinds Geologic Hazard Abatement District (GHAD) and appointed itself to serve as the GHAD Board of Directors. \ryHEREAS, the GHAD Board of Directors desires to adopt the budget for the fiscal year 201912020 prepared by the GHAD General Manager, Sands Construction Company, attached hereto as Exhibit A. \ryHEREAS, on May 19,2009, pursuant to Resolution No. 2009102, the GHAD Board approved the consultant services agreement with Sands Construction Company, Inc., to act as General Manager for the GHAD. This Agreement, in section 1(e), requires the GHAD Board to determine by resolution each fiscal year the payment limits for GHAD General Manager services. The budget attached as Exhibit A identifies this limit for fiscal year 201912020 at $8,000. The Board of Directors of the GHAD HEREBY RESOLVES THAT: 1. The GHAD Board approves the GHAD budget for the 201912020 fiscal year attached as Exhibit A and incorporated herein by this reference. 2. The GHAD Board adopts the payment limit for General Manager services at $8,000 for fiscal year 201912020 as set forth in Exhibit A, and incorporates this payment limit into the consulting services agreement. 0 I 7583.000 l\5488761. I 3. The recitals are incorporated herein by this reference. This Resolution shall become effective immediately upon its passage and adoption. Approved as to form: Curtin GHAD Attorney 0i 7583.0001\5488761. I F CALIFORNIA TRADEV/IND S C IOLOC¡C I lilz.rlRÞ AR,,\I t:l\l ti N] DlSl'R lC f Program Budget FTI SCA I- }' EAIì TI;J I 9 -2ü2II ¡\ ['l{ I l. 2{l I t} EXHIBIT A tr CALIFORNIA TRADEWINDS Cli(-) L O(.; l(: f IAZ¿\R D /\ B^1'U11 tr N1' D¡Sl'R ¡( "r lv{a;* 6.20t9 CIA 'l'raclervinds GIIAD Boarcl of'Directors c/o Supervisor Federal D. Clover 190 E. 4rl' Street Pitlsburg, Cali fìrrnia 94565 SUß.lECI': Program Budget for Fiscal Yenr 2019-2020 CA Tradervintls Geologic }Iar.ard Abatenre¡¡t District Dear lloard iv'femhers Atlached ¡rlease find the proposetl progratn budget for ¡he Califurnia Tradcrvinds Geologic l.lazard Abarenrent District (CA Tradervilcls CiliAD, or CllAl)) lor fiscal year 20lq2A2A. 'flte proposecl fiscal year buclgcr trlt¿¡ls $24,1¡00r. nhich exceeds projected reve¡luçs and anticipates a $1.280.00 deficit anrlthe need to drarv a contntensr¡rôte âmount fi'om the resen/e fund. At the tinlc of this publication. it is expected rhat rhe lìrnd balance on .lunc 30. 2019 *'ill be approximately $18,118. A firnd halance ol'$16.838 is pro.f ected lbr June 30, 2020. "l'lrerc'are f't"rur rna.ior budget categories. tlteir respective budget expenscs brcak dc¡rvn as lbllorvs: Major Pro.iecls Preve¡rtive lvl ailltenance and O¡reraticus Spccial Plo.iects Adnr i¡r istrat itlr. l..egal. Account ing 0 ¡:ercent --ì3 percent 29 ¡rercent 38 pcrcent IIACKüfìOL,}N I): On .lr¡nc I . 1997, thc Conlra C'osta Board Cr:unty of Supen'isors aclopled Resolutitili 97/297 ap¡rroving tlre iìrrr¡ratio¡ of tlre Calilbmia 'f'radervincls Ceologíc Ílazard Abatentent District (CA 'l'racle*'inds GI"IAD), ftrcatecl ir¡ tlle hílis of'Bar' ['<¡inl rvithi¡r the juristliction of Co¡ltra Costa Coutlty. 1'he CA 1'raclen'itlcls ül-lAD rvas fìtrrned pur:sualrt to Stale Public Resources Cocle $ 26500 et sec¡.'I'he Iloard of'Supenisors at rhat tirne appoilttecl itself as the [Joard ol'Dircctors of'the C'A Tradetvinds (ìHAD. Resolulìons 98llg4 adopted on Âpril 31. I998 b,"" the lloartJ of Supervisors. actittg as tlìcCA'h'atiervincls ClìAD lloalel. confìnlrecl the assess¡nenls lc¡r the district ancl ordercd the collection ol'lhe alloutrts called lbr in thc Asscssrncnt Report. The initial lìscal ycnr for the CA Tradewinds Gl'lAD rvas estatrlished as I 998- I 9qS. A l7-lot sr¡bdivision also cornpleter.l irr Bay Poirtl knr>u,n iìs Savíìn¿¡ Seabreeze ll ri'as annexed in 2008 to thc (lA l'r¡dervincls GllAD.'l'he Fin¡l IV{a¡: *'as liled in 201i. Assessnrents in liscal year 2014-2015 i¡c¡rded I I t¡f'the plannecl l7 parcels. Il is nou'known tlrat building pennils have recetltlY been pullecl ott the renrai¡ing 6 parccls ancl thc 2017-20.l8 bu<Jget anlicipates Seabreeze ll to bc llll¡'populated rvith assess¡'ìtùtìls levied on the le¡naining 6 parcels. Pl¡rsltatrl lc¡ lhe Plalt olC'onlrol provisions: tltainletlance I lncluclcs "otlter inco¡r¡e and cxpenses" lì'onl Seabreeze ll l'ranslèr r [:irsr ¡\nrcncJlnctìt rù Calilbnlia -f'radervinds Ccologic Ilaz-ard Abatetnerìt t)istlict - Datcd l0tQ7]2QQi: Iìeviscd tl,'0ft'2t)08 - tr\lìibil (ì (j) respollsibilitíes have been and are curently being provided by the Savona developer. ln late. October of 20 l6 the devcloper, DcNqva Homes, submitled an application to begin tlle transfer process pursuant to the Plan of Controlr. tJntil the transfbr is cornpleted mainlenance responsibilities renlain with the cleveloper. As a percentage of the hudget; tlris year the lvlajor Projects Program is not anticipating â Major Project and therefore lbnds have not been set aside in aclvance of this program' J'he Preventive Maintenance Program rvill focu.s on efïorts to complete asset site restorations. Thc progrâm rvill pursue analysis and upgmdes to all instn¡ment and asset sites ancl the associated data collection to ensure all predictive features of these instrumentation sites are fully realized, Specifically, we willtarget the following progrâm ele¡ne¡rts - Concrete lnterceptor Ditch Systems (Repairand Replace Plograrn); ancl the Soil Debris Bench/Bio srvale (Maintenance Prograrn). 1'he Operations Program will continue its existing nronitoring profile through this period, and rve are cutrently beginning a study of accn¡ed enrpirical data from ils marry monitoring assets in an el"fbrt to further expose any notable trending that rnight occur over significarrt periods o1'time, thereby reducing risk exposure. Cunently, the National Oceanic and Atnrospheric r\d¡ninistration (NOAA) predicts El Niño neutral conditions in the Southern Oscillarion: however, early probability fbrecasts have oflen changed throughout the sumnler months. 'fhe Special Projecfs Program will be directed. in parl, to analyzing the Plan of Control a¡id otheressential docu¡¡snts that establish and direct thc C¡\ Tradervinds GllAD. Preliminary review rvill be initiated to sssess ttre need to conduot a fomlal Resen¡e Study, which rvould serve to test, identify rveaknesses, and e.\posc âny necessary adjustntents to the crireria or methodologies utilized in the progra¡n and anticipate reven¡e a¡d reserve demands. Additional studies may include asscssing the fe{ìsibility of íntcgrating rì Ceographic Informatioll Sy'steni (GIS) into the C¡\ 'l'radervintjs progr¿ìnl. 't'his budgct antisipates cc¡ntinued strcngllrening and lruilding effìciencies rvithin the Adnrinistration Program. General legal counsel rvill continue to be provided by the C'A'l-radervinds GIIAD Board appointed attorney, Patricia Cunin of Wenclel, Rosen, Blàck & l)ean, Ll,P, A surrrrnary of the e.xpenses is shorvn on'lablc l, pages 4 ancl 5, follow'ed by brief descriptions of each of the budget itenls on pages 6 through 1 2. Respecttìrlly yortrs, CA I'raclewinds Geologic Flnzartl Abatemcnl District Michacl D. S¡rncls Sands Conslnl ction Coln ¡ratt-v--', I nc Cìeneral Managcr 3 Firsr Arnendlnenl to Calilornia 1'radervinds (ìeologic llazard Abatentent District - Dated l0í0'112007 Revised 8,0812008 - hlxhibil C (5) Distribution list: CA Tradewinds GHAD Board of Directors: Supervisor John M. Gioia I I780 San Pablo Avenue, Sr.rite i) El Cìerito, CA 94510 Supen,isor Clandace Anclerse¡l :i09 Diablo Road Danville. CA 94526 Supervisor Diane Burgis 3361 Walnr¡t Boulevard. Suite 140 Brentwoocì, CA 94513 Supen'isor Karen Mitchof f (Board Chair) 2l 5 I Salvio Street, Suite R Concorcl. CA 94520 Supervisor l"edcral D. Glover 190 E. 4tl' Street Pittsburg, CA 94565 GHAD Attorney: Palr:icia Cu¡rin, Iisq. (C.A Tradewinds GI:lAD Attor¡ley) Wendel Il.osen Black & Dean,l,l.P I I I I llroadr¡,ay. 24th l'loi¡r Oakland, CA 94607 GIIÀD Treasurcr; ivlark I. lvliller ü/atemrark Asset Managemelìl. lnc. 201 0 Crorv Clanyon Place. Suite 2l 0 San lìa¡lo¡r. CA 94583 CA Tradewinds Geologic llazard Abatement District Program Budget Fiscal Year 2Al9/202A Ths. lirllorving proposed line item program budget (Table l) sumntarizes the anticipatecl expenditures {br tiscal ¡,ear 201912020 for the CA J'rader.r'inds Ceologic l{azard Abatenlent l)istrict (CA 'Iradeu,inds GI-14D, GFIAD or District). Through an ongoing assessnrenl, the manager evaluales and addresses geologic risk through the irnplementation ol an annual prcgram builgct consisting of f'our major categories. Preceding T'able l. and directly belor.v. is a general oven,ielv description of the I'our major progrûm elçments rvithin the budget. Ìll ujor Projects Progrnnt The annual lvlaiclr Prcrjects Program inclucles: la¡rdslide re¡rair projects. drainage improvenrent projects and capital improvement projects necess¿ìry to either co¡rtrol. rnitigate. or prevent landslide activity. Other large progr¿ìnr responses necessary to inrplenrent the Plan ot'Control, including specilìc purpose slr¡dies anci investigations, may also be inclr¡ded in thc N4ajor Projects Program. Ger:erally. tbr consideration of inclusion into the lvÍajor Projects Progrant, a ploject or study rvould represent a level of complexity requiring plans, specifìcations, ancl comprehensive engineering analysis including modeling and rese¿rrch, or a pro.iect rvith a protractecl scope such as those requiring multiple regulatory agenc)/ approvals. lv{ost lvlaior Prtrjects have a projectecl cost that exceeds $10,000. n.{istorically. the Major Pr<r.iects Program has been ccxlprised of significant landslide repair pro.icct-s ¿utd t-rthcr responsive large projects: ¿ìt cfhe¡: tirnes. it has included prograrnnlatic str.rdies and investigations usefirl in generatirtg ¡lroactive responses, 'l'his diversity of'projects demonslrates the importance ol'a flexible lv{ajor l)roiects Progranr slructure that adapts between res¡rr>nsive and proactive lleecls and capabilitìes to rî¿ìnage thc cl¡,narrric nalure of larger scale geologic events. Preventìve MainÍenonce and Operutions Prograrn The annual Prcvcntir¡e Maintcnance and Operati<ttts Progratn incluc'les alì minor repairs. clearrup, ntair¡lenance, moniloring and replacenrent of drainage structures and other assels that degradc over a serviccable lifè. I'he goai of'preverttive r¡laintenance is to keep assels in operational conclition and identiþ potential slopc stabilit,v risks before the¡.'nranifest, alloiving ¡ncasurcs to be takert 1o eithcr prc\rerì1. or rnitigatc the irlpact o{' these hazarcls as ciefìned in the CA fradeu'int'ls GII¿\D Plan of'Clontr¡rl. f'1,pical CìA '['rac]e.,vinds GI'lAI) assets inclucle coucrelc lineLl ditches. subdrainage systems. grounchvater rlcasuring instrumcntatiotl, slrt¡re inclirìo¡l1e1ùrs attd lloisture gauges. arrcl slope det:ris catchment leatr¡res. L',\ .l r';rilcr,, irrds ( I I I;\l):{, i (). l()2{) l,r,r|]r¿¡¡n l}t¡rlgct The Preventive lvlaintenance' Program also inclr.rdes i:reparations for emergency response, winlerization iì'ìeasuîes including srosittt't proteclíon artd slope stabilizatio¡: supplies, and instn¡ment mailltenance. 'T'he Operations Program is prinrarily populatecl rvith schedulcd iltstrumcnt tnr:nitoring evenls. Dala l'rom these inslrurnents are evalualed to establish risk attd trends ill an efl'oÍ to avert landslide activity. In ac'ldition to the instn¡¡nentalion monitoring ¡:rogram, the Operations Prr:gram conlains the lncidenl Response and Community l{elatitlns Irrogránr, lvhich incoq:orates conrprchcnsìvc first rcsponse capabilities, and fosfers community incident interaction. Speciol Projects 'l-he CA J'radervincls Cl.lAD pursues ongoing and nerv activities itlcntificd as "special Projects." Special Projects include activities reqnc.stcd by the Board such as The Clomnlunications Program, or prcrjects ancl studies designecl to improve the Disüict's operational efJ'ectiveness and insure fìn¿rncial solvency. Special Projects also include utilizing nerv technologies to increase the elìicicncies c¡f'lhc day-lo-day operations. AdntinÍslration Adnrinistrarivc expenses are required to opelate thc CA Tradervinds GI-IAD ancl implenrent pro.iects. .¿\dnlinistrative expenses inclucJs personnel and consultants to manage the operations inclucjing: thc General N4anager. Adnlinistrative Manager. Construction Services Manager, certai¡r clerical and accounting staff, consultants, and legal support. With respect to the Ceneral Managenrettt of thc, CA 'frader.r,inds CIIAD - 'l'he CA Tradewinds CI{AD iloard of I)irectors tltr<iugli Resolutitl¡l 2017101, antong other business, establishe cl a Consulting Services Agreenrent with Sancls Cons't¡uction Conrpany, I¡lc. to act as General Manager. 'l'he ¡ra;'ment limit establishecl l'or a tenl through Ju¡e 30, 2019 u'as $7.600; thc proposed ¡:ayurcnl limit through June 30,2020 is $8,000. 1'he scope ol'services {'or the Ceneraì Manager inclucle, ntanaging the clay-to- clay o¡rerations thror¡gh implenrentation of' the necessary 1ìnaricial recorclkeeping and reportillg: upclating ancl mai¡rtaining goverrting dt'rcuntents. srtch as the Plan o1'Control; an<J nranaging and r"r¡rdating ¿rdministrativc tools such as ihe Resen'e Study, Clommunications Pl¿rn, Work Program and ì\4onthlv lncidenl l.og. 'I'he Ceneral ll'lanager Consulti¡g Services Agreement provicles lìrr certain ¿cinlinistrative positions including, but not linlitecl to: a Cìeneral lvlanagcr. an Aclmillistrative l\'{anager, a Construction Sen'ices Manager alld a Network Adnrinistrator as u'ell as overhead costs. such as ofÏce space rent, olfìce su¡rplies an<J postage. Wìth respcct to the Operatiorrs ol'the CA Traclovinds G1ÌAD. tire sco¡le of sen'ices f'<rr Operations incltrde; irnplementing thc ì\'{njor Pro.iects and Plevenlive N4aintenance lriograrns through lbrecasting u,ork schedulcs and priorities. pre¡raring Requesls lbr Proposals. antl managing mainlenancc allci re¡rair operatiolls rvithin thcr lvlajor Pro.iects ancl Prer,entive I\4¿rintenance l)rogranrs. 'l'he se sert ices include project managenrcnt ancl cgnstructioll ¡"t¿ìtìagetnent and prepat'irrg l'or and respr:nding lc) enlùrgency incidents. 12il I 91202{) l)rograrn [ìtrtigct ü lì¡tler'ìntls CI l;\l) The Cìeneral Manager will retain the necessary professionals, including without linritation, engineers, accounting professionals, and vendors to fäcilitate the operations of tlre CA Tradewinds CHA.D. The Ce¡reral Manager Consulting Services Agreement, and associatecl buclget. allows for the condítional use 0l' subcontractors such as administratirre sub-consultants. arrd engineering or consfruction sub-consultants, within the paynlent limits of the Consulting Servicès Agreement. A summary of the proposed Fiscal Year 2019/2020 Budget is presented in Table I on the following pages. _t20 I tl20?0 l)rogritnr llutlgr'l C'A l'r¿dcrvinds (il lAl) Table 1 - Summa of Fiscal Year 2019/2020 Bud t Budget; Amount % of Total BudsetBudget Item Maior Rerrairs 0No Maior Proiecls Planned $0 0%Totsl Maior Proiects Preventive Maintenance/Operations P reventive Maintenance Drainage Stornt Drain Facilities 0 B-58 Concrete Lined Ditches Mai ntenance/Cl ear/Map 5,0CI0 Repair and Replace 0 Retention Basins 0 Subdrain Systems 0 Horizontal Drains 0 Subdrain Outlets I,000 Piezometers 0 Settlement Monitors 0 Minor Repairs 0 'Winterization 500 EnrergencY Response I,000 Debris Benches/Impact Walls/ Bio-swales 0 Sublotal s7,500 Operations Piezometer Monitoring 0 Horizontal Drain Monitoring 0 Subdrain Monitoring 200 Settlement Monitoring 0 Incident Respo¡lse/Conrnunity Relations 500 Subtotal s700 Tolol Preventive Mainteno s8,200 ßa .1l0 I 9;l(ì20 l'r0grarrt [Ìuilgcl (.'¡\ l ratlcrr inds (illÂl-) Budget Item Budget Amount % ofTotal Budeet Snecial Proiccts Plan of Control 0 Reserve Study Update 0 Special Studies Seabreeze II Transfer 5.000 Infonnation Technolo gy 0 Accountins Systems Upgrade 0 T¿x Assessment Calculation 1,500 Communications Program 0 CA Association of GI{ADs - Membership/lnsurance 600 Tolal Specíal Proiecls s7.100 29r Administration Lesal fees Ceneral Counsel 2.000 I Counsel Litieation/Legal Concems 0 Stafl¡ns/Admi nistrat ive S upport 5,000 Accountins/Bookkeepin g r.700 Trainine/Education 0 Offìce - Rent/Suppli es/Equi pmenVlease 600 Total AdmíttísÍralìon s9,300 38o/o Available Funds Estimated Beginning F'und Balance - July l, 2019*r8.l18 Property Owner AssesslnentsEstimated Tradewinds - $ 272.27 annually per u¡rit x 46 units**12,524 Seabreeze II - $ 568.19 annually per ttnit x 1 9 units* *10,796 Estirnated Interest on Inveslments 0 Otber Income (Seabreeze II Transfer)0 Total Available Funds 41,438 Uses of Funds Maior Proiects 0 Preventive N4aintenance 8.200 Snecial Proiects 7,100 Adrninislrative 9,300 Total Use of Funds $24,600 Estimafed Reserve,A'vailablelEntling Funcl Balance June 30,202A $16,838 TOTAL PROPOSEÐ BUDGET FY2O19/2020 $24.600 100o/o * Projected [-uld Balancc datc nl'publication. inclutlcs cstinratcd trtÌc-ul] rcvcìluc payn.ìent (June 20 I9) $ I ,347.74 ** [-,stil¡¡ated - [ì.esourcc CPl, S¡ll [:r¿ncisco Mctropolitall Àre.t April 20l9 _52{} I 9/202() I'rrrgrartt l}udg.ct C A 'l'r¡dcu inds (ìl lÂl) DBSCRIPTION OF BUDGET ITEMS Major Projects No Arrricipatecl Ma.ior Projects Preventive Maintenance and Operations Proven tive Maintcnance Prevelrtive maintenalrce generally cortsists of'tlr<¡se measures taken to prevent ¿rn incidenl or landslicje event including; asset maintenance. drainage structures, instnrment sites and rvinterization measures. Operations include ongoing monitoring prograrìls and responses to conrmunity requesls. Details of the proposecl budget f'or each of these categories are listed beloq'. Storm Drain Facilities (i\{aior Renairs) l¡l additiolt to olher drainage systcms such as Cloncrete Interceptor Ditches. Subdrains. and other surl'ace and subsurfhce drainagc systeü'¡s, the C¿\ J'radewi¡rds GþIAD maintains an inventory of'concrcte drainage structures that fioln tirne 1o ti¡ne are in need of refurbishmenl or repairs. A budgel has been established to inspecl these fbcilities and niake any necessary repairs, not coverecl rvitlrin the eslablished "ß--18 Druin Syslents ^" Re¡tair and Replacement I)ntgtunt' scope. Estimated Cost S0 Il-58 Drain Svstems/Ilio-st'ales ÌI,lointensnce - Allorvs f'or one ma.ior annual cleaning arr<l rnap¡-ring. ln addition. District stafï periodicall.r, rvalks the ll-58 systems and Bio-sr,vales to get a tìrst-hancl uccounl ol' the current conclitions ancl ploject serviceable lile. This inf'ormalion, along r.vitil other empirical data. is typicall¡' utilized irr Resen'e Stud¡, upclates. With the extrerììe u'eathcr co¡iclitir:n.s last ycar ancl the related soiland vegetafion load irnpacting the netrvork oÍ'B- 58 s1.'stems. rve have anticipated and allowed fcrr a greater efÏbrl to rrraint¿rin pÌopcr drainagc lbr these lìlcilities over the fìscal year. Estimated Cost $5,000 Repair ond Replacerrrent * A detaileci assessment r.vill bc ¡rerlbrrned 1o establish the cxistirrg conclition of the B-58 Concrete ditches throughoul the district. This assessnrent lvill sen,e to establish a baseline for needed repairs ancì/or assessnrents as 10 the rcnräining servicc,ablc lil"c ol'these assets to be utiìized in resene srudy criteria. t:i{) I q),'20i() l'ro-ut attr []tttlget (ì.4 [ rade¡'intJs (ìll¡\l) Estimated Cost $0 Retcntion Ðasins I'irere is one retention basin within the distriet bounrJaries. This retention basin requires annual irn¡:rovernents and de-silting etïorts. ln FYl7118 irrrprovements r.vere nrade to the retention basin anel only monitoring of perfbrntaÍìce is anticipated lor FY18/19. Estimated Cost $0 Subdrain Svstems Subdrain systems must be nlonilored ancl maintenance provided to ensure the sy"stems irave not been damaged or inrpeded. This budget will allow fb¡' an inspection and minor rnainlenance o1' lhese sites. Estimated Cost S1,000 Horizontal Drains There are no Horizontal Drains currently rvithin the district Estirnated Cost $0 Sub-drain Outlets 'l'he CA Trader.virrds GHAD is currently conducting eff'orls to identily', lclcate and make deternrinations about the elIèctiveness of the network of subdrains throughout the District. lt is anticipated tìrat on-site restoration work may be necessary.' at some sites. This additional rvork has been incorporated into this budget itent. Esfimated Cost S1,000 Piczomoters The're are no known piezometers currently within the clistrict Estim:rterl Cost S0 Settlemcnt Monitors t 'l'here ¿rre no k¡lclrvn inclinclnreters currcntlv within the district Estimatetl Cost S0 l\linor Renairs No anticipated Minor RePairs Estim¡ted Cr¡st S0 l{) I 9r:{ll() f)rogrltn IJLttlg.cl ('r\ f r¡tltir'inds (il l¡\l) lvVìnterization The District pror'ídes all annual buclget 1ìrr procuritrg and storing iln invcnlory of r.vinteriz-ation materials and to provicle lirr the costs ol'site installation. The district rvill ¡xocure ¡naterials as lreeded. l,stimated Cost $500 IimergencY ResJronse During the winter rain,v season. the CA 1ì"aiiervinds Gll,AD ¡rrepares lior and may responel to a range ol'urgent, active or threatening.landslides as well as drainage issues rvhere property damage is threatened. '['hese incidenls t.""picall,v involve nrud or debris llorvs, plugged storm drains at the base of slopes or fiooded pro¡rcrrties clue to the overflorv of runoff fronr piugged or darnaged f'acilities. ln severe cases these responses can require the initiation o'f lemporary slope stabilization rteasures in preparation for a major repair. Estim¡fcd Cost S1,000 Debris Benches Earthen debris benches exisl throughout the district. lt is essential that these l'acilitics are inspected to ensure capacities and drainage have not bee¡r compromised. Annual inspections are made, and periodic debris removal plans are inìtiated. 'Ihis year's budget allows 1Ìrr geotechnical evaluations and the perioclic rerloval ol'accurnulated deb¡:is liom severai of thclse benches identilìed during the study ancl routine nronitorins evcnts. Estimated Cost $0 ()perations An inveintr¡ry ol' on-site insfrumenlalion illcluding ¡riezometers. inclinonreters, horizo¡ltal drains, sub-drains and settlenlellt nrorli¡nrents are nlonitored periodicallt' throughout the year as ur preventati\¡e nleâsure Monitoring sites c¿ur bc' established fìrr a i'arietv ol't-¡scs. Olien conrplcted repair sites requirc nrorritorirrg to confìr¡r that the slo¡re has bcen stabilizecl. Othe¡ sites havc heen ulilized to illclicatc signs o1'r¡nstablc conditions developing and havc becn instrumcntal in determining slopc conclitions ¡:rior to the actjvation ul'a landsli<Jc. 'ì'hrouglr the use o1' collcctecl dnla such as grounclrvater cle¡rlh. rnagnilude ol'slope ntovelllelll, <lepth ol'tnovement and ground surlacc nlovLìnlcrlt. thc l)istrict has becn able to arrest slope movenìent in aclvance of an incipient fäilure . 'lhroughout the year, the District leceives incident responsc or assislancc calls fiorn propertv owners rcgarding slope stability'or drainage issues. ('ornmullitv I'elations. inclrrding i¡iciclenT rcsponses through the alrnual ()perations ì)n;graln has been institutionalized as a role olCA l'r¿rdcrvinrls üllAD nlanagen.ìel1t. All incicients are recr¡rcled alld nlove tlrrouth the clistrict ll20 I 9l:020 l)rogritnl lJt¡rl!:cl (',,\ "l'radcn intls (i I lAl) response mechanisnls as is appropri¿ìte ¿rnd consisterlt with the CIA 'l'radervinds GI-lAD Plan ol' Coutrol. 'l'he CA l'radervirrds CillAD Manager receives updates in long-range r.veather and oceanic tenr¡rerature changes through the National Oceanic and At¡nospheric Administration (ì.,lOAA) a¡rcl other scir:ntilìc a:rcl atmospheric agenóies that track dala and produce probabilistic ¿ìssessrïents on the likelihood of a recurrence of ElNiño conditions. Estimated Cost 5700 Special Projects Durirrg fìscal year ?018/'2019, the District lvill ctintinue several special projects, Brief descriptions o1'the special projects are presentecl in l'able I and flurther clescribed belorv: Plan of Confrol It is anticipated that an evaluation and assessrne¡lt ol'the currer¡t Plan ol Control firr the CA I-racleu,i¡lcls GIIAD will be pursued in an clJbrt to conlìrnr operational compliance. Prcrject costs rvill be applied to Ce¡reral Administration. Estimated Cost S0 Reserye Study Assessment A reserve study functir-'rr¡s as a pro-lornra analysis of thc' fìnancial needs of the CA Tradewinds Cil:lAD. It sen,es as a lool to calculate the annual eontribution required by the district ro build and nlaintain suflicient funds l'or emergenc'ies and capital re¡rlacenrent progranrs based on past rveather patterns, landslicle repaìr cosls, and general attrition. As a result of severe winlers, drarvs rvill likely'be necessary in the li¡ture on tlìe resenre funcl. Work is planned tc) evaluale and complete an analvsis of the fiurd health and methodologies. 'l'his analysis n'ill bcr used in establishirrg rt pro-lìrnna plan an<l provide instruction to CA Tradervinds Cil-lAD nìanagcmeÌìt .ÌS to thc nccessary¡ reserve denrands over time. Project analysis costs will bc applietl to General Aclnl in istratio¡1. Estimatetl Cost $0 Snecial Studies 't'he CA Trarleq,inds CìÌ"lAD intencls to contittue targeled studies in the areas o1'lrsca.l policl, ancl geologic risk. l'he C)A Tratleu,incìs CI{,,\D. nou,i¡l its lgth year, has the r.rnic¡ue opportunity 1o adclrcss manv ol the issr¡es surrounding long-tenr viabilit¡" and sustainability. rvithin ciranging erlvinrnme¡lt and fìnancial conditions. t-Ising empirical data. we c¿ìn asscss potentially increasing l'inancial loacls and geologic risks that may accompan;.' the maturation proccss of this dist¡'ict. We are confrdent that these sludies have prodr"¡ced ancl rvill continue to produce be¡relicial results, We will clel'er this discretionary rvork this 1en:l in f'avor of building reserves, 1'he CFIAI) rvill continuc to pursr¡e the completion ol'the transt.e¡' of' Seahreeze ll rvith the cleveI<lper. IistimaterlCost S5,00t) Il0 I 9;2(l2u I'rogrilnr llutlgct (' 'l radcu inds Cl lAl ) Inform ation Systems and Technologl' 'l-he CA Tradervinrls Cl{ÂD will consider integrating a CilS system to include all of the Cil'lAD's dat¿l col¡ection and nronitoring operations.'l'he recorcl anrl tool that this system offers izrciiitates the General Manager's ability to locate past re-pairs and assist in a variety ol risk assessments rvithin the District Estimated Cost $0 Accountine Svstent UDgrade Pcriodic upgrades are necessâry to enhance accounting sysfem capabilities. The CA Trarlewínds Cil.tAD r¡tilizes expense accoLlnting soflware to ¿rssist in reporting and the day to day operation ol'the District. Continued accounting syste¡-rls enhancenlents will be implemented aìlou,ing nlore data enûy slreamlining, enhaltcecl re¡rorting. and quality conüol assura¡lce procedures, augmenting the cunent s),stems. Project costs rvill be applied to Cenerai AcJnr inistralion. Estimated Cost $0 Tax Assessmcnt Calculationæ liach year aÍì assessnlent calculalion is conductecl to iclentit¡,ancl detennine all qualitìed parcels rvitìlin the district to receive assessmenls fbr CA J'radervinds CIIAD services. "l'y¡rically, the GHAD Manager rvill contrar:t these assessrnents to a linri lhat specializes in these setvices. I.ìistorically. the CIA T'radervinds GHAD has prr:vided this iniirrmation through its contracted consultant to the Cot¡nty Assessor's Ofïice as required. Estimated Cr¡st S1,500 Comnrunic¡tions Itlan -l'he CA l'racJervincls GI-IAD lrainlains Í¡ corlrmunications plan designed to kee¡: conslitucnls current on CA 'l"radewi¡lcls GÍ{AD operations and devclo¡rnrcnts. 'l'he plan addresses scveral venLìes and merdiunrs used to disscnrillate infbrr¡ration rvithin this clistricl, ancl to other concernec-l parties. and to establish clear ancl accessible chattnels for collrnlt¡¡rit¡' interaction. 'i-he CA 'fradovinds GHAD intends to im¡:lernent â rveb pagc for public: infbnnalion and a rnulti-page infìtrrnatiollal brochure to he available lo intcrestcd llomcou,ner Associations (l-lOA) antl stakeholders that clescribes the CA'l-raderryinds CIIAD and its rcsponsibilities and limitations. Additionally. the General Manager is availahle to tryrile periodic ar-ticles lor the FIOA nervsletter. Iistinrafecl Cost S0 l()2() l9r?0?(ì Froprirrn lìu<.lgct ('¡\ 'l n¡dcl intls (illAI) () u.trca ch/Leeis I a til'.e Revie.w California Association of GHADs (CAGI{ADsl Membershin/Insurance The prolif'eratio¡'r 01'nerv Gl-lADs within Calilbrnia has resulted in new legislation and adopted procedures. The CA Tradervi¡rds GIIAD lr4anager. in association r.vith others, shares information ancl knowledge through a consortium ol'GI'lAD managèrs known as the Califomia Association of GI-lADs (CAGHADs). l'he CAGI{AD lras recently obtained General Liability policies for its member GFlADs. Policl, premium costs lbr the CA T¡adewinds GIIAD are approximately 5500,{. Additionall}: the CA Tradewincls GFIAD n:adager participates in the CAOI{ADs as thc organization pursues olher financial i¡tstruments that may provide the CA T'radervinds GI{AD adcJitional oplions f'or extraordinary lìnancial de¡nand and planning. In 20l6lhe Cl¡\GI-lr\D Boarcl adopted a new fee schedule reducing the annual GÍ{AD fbes f-or nrernbcrslrip bi, 50%. Estimated Cost $600 Administrâtion 'l'he administration of'the CA l'radervinds CIIAD inch.rdes all costs associatecl with legal support. olfice expellses, stafling, and accoLrnting. Iìrief'descriptions are presented below. l-,eqal General Counsel * CA 'l.radervinds GIIAD rnanagemerlt rnusf interact regularly rvith CA 'l'radervinds CI-l,A,D Courrsel. 1-hc day-to-day o¡:erations ol' the CA ;fradérvincls CIJAÐ present myriad opportunities and issues to rvork directl-v rvith CHAD counsel, in the areas ol contracts. agreenlenls. issues or new business to present to the lloard, legislation. properiy olvner issues, etc. [stimatetl Cost $2,ü00 Special Counsel * 'l'1'pically Special Cìounsel c,onsists of Iegal representatiou in the event o1' legal issues that rnighl arisc. C'un'ently there are no legal issues ii¡,olving litigation. Estinrated Cost $0 StaffinelAdm inistrative SuDport The CIA J'radervincls GFI¡\D stafï includcs the Gerreral l\4artager. an Operations Mânager, alr Âdr'¡ri¡ristralion Manager anci licqucntl¡- ùtlìcr support stafï and consulting professionals. The Genc-ral Managcr adnri¡risters all CA, -['r'adeu,inds G]lAD dav-to-clay operations, including linancial budgeting ¿lncl comnrunications regarding ils activities. The Operations Manager. anlotìg other tasks, administers the i\4ajor Projecfs and Preventive' lVlainlenance Progra¡:ls and associated work schedules. consulling and construclit;n corllracls, and docurnenls. The 1A niorc contprehettsivc policy rvas obtained rvith a prerniul¡l ir¡crease II20i9,/2020 f'rogranr llutlgcl ('¿\ 'ì radewinds (illÀl) administrative staff is responsible f'or accounting/bookkeeping, contract administration, clerical. ancl sonstnrction managenlent support. Additional managenent staftl costs are also applied to specific proiects as appropriate. A.uthorized br¡siness expenses such as rent, offìce supplies and leases are included in StafTing. Bstim¿ted Cost S7,300 l0 I 9¡'?ü20 l)rograrn lilu<lg.et t7 C¿\ 'l radcrvintJs [ìllAl) RECOMMENDATION(S): ADOPT Blackhawk GHAD Resolution No. 2019/01 adopting the GHAD budget for fiscal year 2019/2020 and approving the GHAD Manager payment limit of $260,000 under the existing Consulting Services Agreement. FISCAL IMPACT: The GHAD is funded 100% through assessments levied on properties within the GHAD. Therefore, there is no impact on the County General Fund. BACKGROUND: On June 4, 1985, the Contra Costa County Board of Supervisors adopted Resolution No. 85/289 approving the formation of the Blackhawk Geologic Hazard Abatement District (GHAD) and appointed itself to serve as the GHAD Board of Directors. Sands Construction Company, Inc. was selected to serve as the Blackhawk GHAD Manager in 2011. The GHAD Board adopts a budget for the GHAD operations each fiscal year. GHAD Staff is recommending that the GHAD Board adopt the fiscal year budget for 2019/2020, which is attached to Resolution No. 2019/01 as Exhibit A, and prepared by the GHAD General Manager. In addition, it is recommended that the GHAD Board update the GHAD General Manager payment limits under the existing Consulting Services Agreement previously approved by the Board on March 15, 2011 pursuant to APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Amara L. Morrison 510.834.6600 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: June McHuen, Deputy cc: D.10 To:Blackhawk GHAD Board of Directors From:Patricia E. Curtin, GHAD Attorney and General Manager Date:June 18, 2019 Contra Costa County Subject:Blackhawk GHAD 2019/2020 budget Consulting Services Agreement previously approved by the Board on March 15, 2011 pursuant to Resolution No. 2011/01. The payment limit for FY 2018/2-19 was $255,600. The budget attached to Resolution No. 2019/01 identifies the payment limit for FY 2019/2020 as $260,000. CONSEQUENCE OF NEGATIVE ACTION: The GHAD will not be able to continue operation starting July 1, 2019 if the budget is not approved. AGENDA ATTACHMENTS Blackhawk GHAD Agenda Blackhawk GHAD 2019-2020 Budget Blackhawk GHAD Resolution 2019/01 MINUTES ATTACHMENTS Sigend Blackhawk GHAD Res 2019/01 000001.0007 \5489845.1 GHAD BOARD OF DIRECTORS BLACKHAWK GHAD BOARD CHAMBERS ROOM 107, ADMINISTRATION BUILDING, 651 PINE STREET, MARTINEZ, CALIFORNIA 94553-1229 JOHN GIOIA, Chair of the GHAD KAREN MITCHOFF, Boardmember FEDERAL D. GLOVER, Boardmember CANDACE ANDERSEN, Boardmember DIANE BURGIS, Boardmember MEETING AGENDA June 18, 2019 Geologic Hazard Abatement District (GHAD) Board of Directors for Blackhawk GHAD: Time: 9:00 a.m. Hearing to consider: 1. A Resolution to Adopt the GHAD Budget for the 2019/2020 Fiscal Year and to update the GHAD Manager payment limit pursuant to the Consulting Services Agreement as recommended by the GHAD Manager and GHAD Attorney (Resolution No. 2019/01); and " BLACKHAWK GEOLOGI C HAZARD ABATEMENT DlSfRlCT Program Budget FISCAL YEAR 2019-2020 APRIL 2019 May 7, 2019 Blackhawk GHAD Board of Direct ors c/o Supervisor Diane Burgis 3361 Walnut Boulevard, Suite 140 Brentwood, California 94513 " BLACKHAWK GEOUlGIC HAZARD ABATEMENT DImICT SUBJECT: Program Budget for Fiscal Year 2019-2020 Blackhawk Geologic Hazard Abatement District Dear Board Members: Attached please find the proposed program budget for the Blackhawk Geologic Hazard Abatement District (Blackhawk GHAD or GHAD) for fiscal year 2019/2020. The proposed fiscal year budget totals $2,938 ,500, which exceeds projected revenues and anticipates a $568 ,5 00 deficit and the need to draw a commensurate amount from the reserve fund. At the time of this publication, it is expected that the fund balance on June 30, 2019 will be approximately $8,802 ,000. A fund balance of $8 ,233,500 is projected for June 30, 2020. There are four major annua l budget categories; their respective budget expenses break down as follow s: Major Projects Preventative Maintenance and Operations Special Projects Admini stration , Legal , Accounting 62 percent 15 percent II percent 12 percent As a percentage of the annual budget, for t he third consecutive year, the Major Projects Program will utilize a large portion of the budget and may require modest draws from the re se rve fund. The heavy rains from the 2016 /2017 fiscal-year produced over 30 landslides with damage estimates totaling over $3 ,500 ,000 . All of the urgent repairs have been completed or site-stabilization has been accomplished and many of the larger landslide s have now been repaired. Severa l Phase 2 land s lide repairs have been comp leted and work will continue throughout thi s fiscal year and possibly additional phases into the next fi sc al year. The Blackhawk GHAD ha s applied to the Federal Emergency Re s ponse Agency (FEMA) for federal and state disaster area funds . FEMA damage and repair estimates include emergency respon se, cleanup and protective measures; as well as engineering and construction and repair costs. The GHAD has previously received denials from FEMA', challenging the GHAD 's status as a qualified agency and expressing concerns regarding the eligibi lity of the re s ponse and remedial work. The GHAD appealed ' on the basi s that we believe, in fact , that the GHAD is eligib le as an agency and the work qualifie s as the GHAD is legally responsible for conducting the emergency work operations. The Californ ia Office of Emergency Services (CaIOES), a participant and pass-through agency to FEMA applications has also sided with the GHAD with re spect to its eligibility as an agency and as to the work e ligibili ty. At the time of this correspondence, FEMA is evaluating our last appeal and we await a final decision. In addition , the district intend s to install addit io nal slope stabi li zation measures below Building 6 at Silver Oak Townhomes. This large-scale stabilization project will incorporate a structural tied back concrete and steel pile wall , very simi lar to the projects completed by the GHAD below Building 17 and Building 7 in , FEMA Detennination Lener of October 2, 1997 ; and FEMA Detennination Lener of February 6, 2018 2 GHAD Final Appeal and Respon se for Additional Infonnation , dat ed Augu st 31,2018 the same complex. The GHAD has recently obtained the required authorization from the property owner to enter the property and complete the slope stabilization project. The Preventive Maintenance Program will focus on continued efforts to secure damaged areas and complete asset site restorations. The program will continue to upgrade and analyze these sites and the associated data collection to ensure all predictive features of these instrumentation and asset sites are fully realized. Specifically, we will continue to target the following program elements -Concrete Interceptor Ditch Systems (Repair and Replace Program); the Horizontal Drains (Site Maintenance Program, and a district wide cleaning program); the Piezometers (Site Maintenance Program), and the Soil Debris Bench (Maintenance Program). The Operations Program will continue its existing monitoring profile through this period. The Special Projects Program will be directed at continued efforts to finalize Amendment 3 to the Plan of Control which seeks to clarity the independent role of the Blackhawk GHAD and further strengthen those areas of the plan that serve to define the scope of the district's re sponsibilities. It is anticipated that the GHAD will continue to pursue additional studies in the areas of fiscal policy and geologic risk analyses . Approximately II % of the annual budget has been set-aside for the Special Projects Program . We continue to work to strengthen our communication with district constituents and stakeholders within the Blackhawk community. This budget anticipates continued strengthening and building efficiencies within the Administration Program. General legal counsel will continue to be provided by the Blackhawk GHAD Board appointed attorney , Patricia Curtin of Wendel, Rosen , Black & Dean , LLP , and specific litigation counsel will be provided by Timothy J. Ryan of Bold, Pol isner, Maddow, Nelson & Jud son. On April 28 , 2017 , the Blackhawk GHAD received a complaint filed in Contra Costa County Superior Court (Case No. C 17-00785). The Plaintiff was Bronco Don Holdings (BDH), the owner of a one-story commercial office building at 3800 Blackhawk Road , within the district and part of the Blackhawk Executive Center. Plaintiff claimed that work performed in 2014 on a GHAD project (Silver Oak Townhom es -Building 1 7 Slop e Stabilization Project) damaged the nearby BDH building by causing settlement of the building foundation. When the claim first arose, the GHAD responded by retaining geotechnical and structural engineers to investigate the claim. The experts concluded that it was unlikely that the GHAD project damaged the BDH building foundation. The GHAD then attempted to resolve the claim through pre-litigation mediation which proved unsuccessful. When BDH filed its lawsuit, the GHAD tendered its defense of the suit to the insurance carrier that issued a policy to the GHAD and the GHAD 's contractor on this project. The insurance carrier accepted the GHAD 's defense and paid for the GHAD's litigation counsel to defend the suit. After conducting some basic discovery , the parties again pursued mediation and were able to resolve the case. Plaintiff BDH accepted an insurance payment of $86,250 to settle its claims and dismiss the lawsuit. This case is now concluded . A summary of the expenses is shown on Table I, page s 4 , 5 and 6 , followed by brief de scriptions of each of the budget items on pages 7 through 17. Respectfully yours, Blackhawk Geologic Hazard Abatement District Michael D. Sands Sands Construction Company, Inc. General Manager Distribution list: Blackhawk GHAD Board of Directors: Supervisor Diane Burgis 3361 Walnut Boulevard, Suite 140 Brentwood, CA 94513 Supervisor John M. Gioia (Board C hair) 11780 San Pablo Avenue , Suite D E I Cerr ito , CA 94530 Supervisor Candace Andersen 309 Diablo Road Danville, CA 94526 Supervisor Karen Mitchoff 2151 Salvio Street, Suite R Co ncord , CA 94520 Supervisor Federal D. Glover 190 E. 4th Street Pitt sb urg, CA 94565 GHAD Attorney: Patricia C urtin , Esq. (Blackhawk GHAD Attorney) Wendel Ro sen Black & Dean , LLP 1I11 Broadway, 24th Floor Oakland, CA 94607 Timothy 1. Ryan , Esq. Bond , Polisner, Maddow, Ne lson & Jud so n 500 Ygnacio Valley Road , Suite 325 Walnut Creek , CA 94596-3840 GHAD Treasurer: Mark I. Miller Watermark Asset Management, Inc. 20 I 0 Crow Canyon Place, Suite 210 San Ramon , CA 94583 Upon Execution: The following entities will be noticed that management will post approved Budget at www.blackhawkghad.com Blackhawk Homeowners Association 4125 Blackhawk Plaza Circle , # I 05 Danville, CA 94506 Attention: Melissa Manzo Hidden Oaks at Blackhawk c /o Community Care Property Management P.O. Box 269 Oakley , CA 94561 Tennis Villas at Blackhawk c/o CMJ Associates , Inc . P.O. Box 190 Pleasanton , CA 94566 Saddleback at Blackhawk c/o Jean Bates & Associates 70 Railroad Avenue Danville, CA 94506 Silver Oak Townhomes at Blackhawk Canyons at Blackhawk c/o Bridgeport Company I Annabel Lane #217 San Ramon , CA 94583 Attention: Bill Bavelas Blackhawk Country Club 599 Blackhawk Club Drive Danville, CA 94506 Attention: Kevin Dunne, General Manager Blackhawk Geologic Hazard Abatement District Program Budget Fiscal Year 201912020 The following proposed line item program budget (Table I) summarizes the anticipated expenditures for fiscal year 2019 /2020 for the Blackhawk Geologic Hazard Abatement District (Blackhawk GHAD , GHAD , or District). Through an ongoing assessment , the GHAD manager evaluates and addresses geologic risk through the implementation of an annual program budget consisting of four major categories. Preceding Table I , and directly below , please see a general overview description of the four major program elements within the budget. Major Projects Program The annual Major Projects Program includes landslide repair projects, drainage improvement projects and capital improvement projects necessary to either control , mitigate , or prevent landslide activity. Other large program responses necessary to implement the Plan of Control, including specific purpose studies and investigations may also be included in the Major Projects Program. Generally , for consideration of inclusion into the Major Projects Program , a project or study would represent a level of complexity requiring plans , specifications , and comprehensive engineering analysis including modeling and research , or a project with a protracted scope such as those requiring multiple regulatory agency approvals. Most Major Projects have a projected cost that exceeds $50,000. Historically , the Major Projects Program has been comprised of significant landslide repair projects and other responsive large projects; at other times , it has included programmatic studies and investigations useful in generating proactive responses. This diversity of projects demonstrates the importance of a flexible Major Projects Program structure that adapts between responsive and proactive needs and capabilities to manage the dynamic nature of larger scale geologic events. Preventive Maintenance and Operations Program The annual Preventive Maintenance and Operations Program includes all minor repairs , cleanup , maintenance , monitoring and replacement of drainage structures and other assets that degrade over a serviceable life. The goal of preventive maintenance is to keep assets in operational condition and identify potential slope stability risks before they manifest, allowing measures to be taken to either prevent, or mitigate the impact of these hazards as defined in the Blackhawk GHAD Plan of Control. Typical Blackhawk GHAD assets include concrete lined ditches , sub-drainage systems , groundwater measuring instrumentation , slope inclinometers and moisture gauges, and slope debris catchment features. 2019/2020 Prog ram Bud get Blackhawk GHAl) The Preventive Maintenance Program also includes preparations for emergency response , winterization measures including erosion protection and slope stabilization supplies, and instrument maintenance. The Operations Program is primarily populated with scheduled instrument monitoring events. Data from these instruments are evaluated to establish risk and trends in an effort to avert landslide activity. In addition to the instruments monitoring program, the Operations Program contains the Incident Response and Community Relations Program , which incorporates comprehensive first response capabilities, and fosters community incident interaction. Special Projects The Blackhawk GHAD pursues ongoing and new activIties identified as "Special Projects." Special Projects include activities requested by the Board such as the Communications Program , or project s and s tudies designed to improve the District 's operational effectiveness and insure financial solvency. Special Projects also include utili z ing new technologies to increase the efficiencies of the day-to -day operations. Es tablishment , testing and placing into service a new Geographic Information System (GIS) has been one of many successful fruitions of the Special Projects Program. Admillistratioll Administrative expenses are required to operate the Blackhawk GHAD and implement projects. Administrative expenses include personnel and consultants to manage the operations including ; the General Manager, Administrative Manager, Construction Services Manager, certain clerical and accounting staff, consultants, and legal s upport. With re s pect to the General Management of the Blackhawk GHAD -The Blackhawk GHAD Board of Directors through Resolution 2018 /01 , among other business, established a Consulting Services Agreement with Sands Construction Co mpany , Inc . to act as General Manager. The payment limit established for a term through Jun 30 , 2019 was $255,600 ; the proposed payment limit through June 30, 2020 is $260,000 . The scope of services for the General Manager include , managing the day-to-day operations through implementation of the necessary financial record keeping and reporting; updating and maintaining governing documents , such as the Plan of Co ntrol ; and managing and updating administrative tools such as the Reserve Study , Communications Plan , Work Program and Monthly Incident Log. The General Manager Consulting Services Agreement provides for certain administrative positions including, but not limited to , a General Manager, an Administrative Manager, a Construction Services Manager and a Network Administrator as well as overhead costs , such as office space rent , office supplies and postage. The General Manager will retain the neces sary professionals, includin g without limitation , engineers, accounting profes s ionals, and vendors to facilitate the operations of the GHAD. The General Manager Consulting Services Agreement and associated budget allows for the conditional use of s ubcontractors such as administrative sub-consultants and engineering or construction sub-consultants, within the payment limits of the Consulting Services Agreement. 2019 /2020 Pro g ram Iludget 2 Blackhawk GHAD With respect to the Operations Management of the Blackhawk GHAD , the Operations Manager payment limit was set at $347,000 for a term through June 30, 2019; the proposed payment limit through June 30, 2020 is $350,000. The scope of services for the Operations Manager include implementing the Major Projects and Preventive Maintenance Programs through forecasting work schedules and priorities; preparing Requests for Proposals and managing maintenance and repair operations within the Major Projects and Preventive Maintenance Programs. These services include project management and construction management ; and preparing for and responding to emergency incidents. The Operations Manager Consulting Services Agreement provides for certain operational positions including, but not limited to; an Operations Manager, Construction Services Manager and Construction Services Technician, as well as certain overhead costs , such as, office supplies, and electronic monitoring devices testing apparatus rental. The Operations Manager Consulting Services Agreement and associated budget allows for the conditional use of subcontractors such as contractors , engineers , and special inspectors, within the payment limit s of the Consulting Services Agreement. A summary of the proposed Fiscal-Year 2019-2020 Budget IS pre se nted 111 Table 1 on the following pages . 2019 /2020 Program Budget 3 Blackhawk GHAD Table 1-Summary of Fiscal-Year 2019/2020 Budget Budget Item Budget % of Total Amount Budget Major Repairs 391 Kingswood Lane Landslide Repair Project 40,000 (Partial Cost -Started FY 17/1 8 and FY 18 /19) Silver Oak Townhomes -Bldg 6 650,000 (Slope Stabilization Project) Deer Meadow Landslides (multiple) Repair Projects 562,500 and Debris Wall Installation (multi-year project) 901 Pepperwood Landslide Repair Project 300 ,000 and Debris Wall Installation Deer Meadow Drive Storm Debris Catchment Installation 85,000 Horizontal Drain Cleaning Program (Phase 2) 60 ,000 Other Storm Event Landslides 75 ,000 (Highest Priority Inventoried Sites) Landscape Replacement (associated with repairs) 60,000 (Limited to no greater than 10% of repair costs) * Total Maior Proiects 1,832,500 62% Preventive Maintenance Drainage Storm Drains Facilities 5,000 B -58 Concrete Lined Ditches Maintenance/CleanlMap 45 ,000 Repair and Replace 20,000 Retention Basins 50,000 Subdrain Systems Horizontal Drains 17 ,500 Subdrain Outlets/Pumps 7,500 Piezometers 10 ,000 Settlement Monitors 5,000 Minor Repairs 100 ,000 Winterization 32 ,000 Emergency Response 40,000 Debris Benches 10 ,000 Subtotal $342,000 20 19/2020 Pr ogra m Budge' 4 Bl ac kh awk G H AD Budget Item Budget % of Total Amount Budget Operations Piezometer Monitoring 8,000 Horizontal Drain Monitoring 8,000 Subdrain Monitoring 8,000 Settlement Monitoring 5,000 Inc ident Response/Community Relations 60,000 Project Monitoring 2,000 Subtotal $91,000 Total Prevelltive Mailltellallce/Operatiolls $433,000 15% Special Pro.iects Plan of Control 45,000 Reserve Study Update 15 ,000 Special Studies 200,000 Information Technology 35,000 Accounting Systems Upgrade 5,000 Procedures Manual 1,000 Communications Program 2 ,500 CA Association ofGHADs -Membershipllnsurance 13 ,500 Total Special Proiects $317,000 11% Administration Legal fees General Counsel 50 ,000 Special Counsel Litigation/Legal Concerns 20,000 Legal Matters/Claims 20,000 Staffing/ Admini strative Support 150,000 AccountinglBookkeeping 90,000 Training/Education 2,000 Office -RentlSupplie s/Equipmentl Lease 24,000 Total Admillistratioll $356,000 12% I TOTAL PROPOSED BUDGET FY2019/2020 $2,938,500 I 100% 20 19 /2020 Program Budget 5 Blackhawk G HAD Available Funds Estimated Beginning Fund Balance -July I, 2019** 8,802,000 Estimated Contributions from M-23 (M-23 Surp lu s) 2,235 ,000 Estimated Interest on Investments 135 ,000 Other Income 00 Total Available Funds $11 ,172,000 Uses of Funds Major Projects 1,832,500 Preventive Maintenance 433 ,000 Special Proiects 317,000 Administrative 356,000 Total Use of Funds $2,938,500 Estimated Reserve AvaiiablelEndine Fund Balance June 30, 2020 $8,233,500 Pursuant to th e Blackhawk GHAD Plan of Contro l -Section H-I • •• Includ es estimated accrued true-up revenue payment (Sept 2019) of $11 3,330; Projected Fund Balance date of publication 20 1912020 Program Budget 6 Blackhawk GHAD DESCRIPTION OF BUDGET ITEMS Major Projects 391 Kingswood Lane Landslide Repair Project The GHAD was contacted during an intense storm and asked to respond to a site that had experienced a significant slope failure that threatened site and structural improvements. The landslide feature that occurred impacted an intensely landscaped portion of the property and potentially threatened structural elements of the home and attached structures. The site was temporarily stabilized and maintained during the ensuing months. Because of the unique and challenging nature of the landslide and surrounding area, the GHAD engineered a stabilization scheme which incorporates the installation of a series of structural subterranean concrete and steel pile walls. Site demolition and structural repairs were completed in FYI71l8 and the project site was secured just prior to the winter rains. After a protracted effort to obtain access rights through an adjacent property , the project resumed in October of2018 and was suspended in November 2018 due to impending rain. The last phase of the project work is planned for July 2019. Estimated Cost $40,000 90] Peppenvood Landslide Repair Project This series of mudflows that occurred on Pepperwood Lane serve as one of the initial responses 2019 /2020 Prog ram Budgct for The GHAD as the rain events began to aggregate into the record setting rainfall that was experienced in the Danville area, through the storms of 2017. Initial responses involved a late-night response to protect the downslope properties and re-establish impacted drainage facilities. Further and ongoing action was necessary to maintain temporary stability and functionality of the community drainage systems as further storms produced additional movement in the slides. Robust temporary winterization measures were installed during FY2018/2019 , and a permanent repair scheme has been developed. Work to repair this site is expected to occur in FY 19 /20 . Estimated Cost $300,000 7 Blackhawk GHAD Deer Meadow Landslides (multiple) Repair Projects The Deer Meadow corridor experienced numerous and recurring mudflows as the storms of 2017 began to bear down on the Blackhawk community. Efforts ensued immediately to establish emergency response measures and protective measures. However , the storms over a vast hillside presented a continued challenge to mitigate the impact of the intense rainfall. Robust temporary winterization measures were installed during FY2018 /2019, and a permanent multi-phased repair scheme has been developed. Phase 1 of the work to repair this site is expected to begin in FY 19 /20. Silver Oak Townhomes -Bldg. 6 (Slope Stabilization Project) Example -Work from Bldg. 7 Project Estimated Cost $562,500 As a result of continued monitoring of the western slope below Silver Oaks Townhomes, the GHAD has made a determination that it is advisable to install slope stability measures to prevent future movement of the slope. Engineering and construction documents have been completed to define a slope stabilization scheme similar to those utilized in the area. Work will proceed pending additional property owner authorization for the installation. Landowner access to allow the project to move forward was obtained in early 2019. Work is currently scheduled for FY 19 /20. Estimated Cost $650,000 Deer Meadow Drive Storm Debris Catchment Heavy rain events mobilized off-site debris into several storm drains , causing blockages and flooding. The Deer Meadow Drive Storm Debris Catchment Improvement will consist of a series of upstream debris catchments. 20 19 /2020 Program Budget 8 Estimated Cost $85,000 Blackhawk G HAD Horizontal Drain Cleaning Program Following a test program, a district-wide Hori zo ntal Drain Cleaning Program commenced in FYI7I1S. The program continued in phased operations during FYISII9. Phase 2 operations are planned for FYI 9/20. A follow-up program will be formulated to determine an appropriate frequency interval for cleaning events. Other Storm Event Landslides (Highest Priority Inventoried Sites) Beginning the evening of January 10 , 2017, the Blackhawk GHAD experienced an onset of record setting rain events. Damage from these events produced over 70 Incident Responses from the GHAD and responses ranging from community drainage facilities impacted to mudfows and rotational landslides. The GHAD maintains an inventory of sites that have been and will continue to be addressed on a priority basis over the next few years. Addressing repairs have been assessed in accordance with the priority established in the Estimated Cost $60,000 Blackhawk GHAD Plan of Control and ongoing assessments by the GHAD manager. Estimated Cost $75,000 Landscape Replacement Typically, remedial landscaping is either included in the scope of work for major projects or eliminated from the repair scheme depending on impact from remedial efforts to 2019 /2020 Program Budget restore slope stability. However, on occasion the associated License Agreements executed in preparation of the work will address a reimbursement or allowance to the property owner for remedial landscaping installation. With as many sites and events that the Blackhawk GHAD has to attend to over the next fiscal year, we have allowed for certain, unknown at this time , landscape and structure reimbursements. Estimated Cost $60,000 9 Blackhawk GHAD Preventive Maintenance and Operations Preventive Maintenance Preventive maintenance generally consists of those measures taken to prevent an incident or landslide event including ; asset maintenance, drainage structures , instrument sites and winterization measures. Operations include ongoing monitoring programs and responses to community requests. Details of the proposed budget for each of these categories are listed below. In deference to the unique nature and extent of the damage and response efforts necessary within the Major Projects Program this year and the repair work that has been completed during FY 1711 8 and FYI811 9, the Preventive Maintenance Program will maintain the current profile through this fiscal year with those tasks that are essential to maintaining slope instrumentation sites and information; data collection and other measures to insure slope stability; and resumption of discretionary programs regarding instrument site maintenance and capital expenditures. B-58 Drain Systems Maintenance -Allows for one major annual cleaning and mapping. In addition , District staff periodically walks the 8-58 systems to get a first-hand account of the current conditions and project serviceable life . This information, along with other empirical data , is utilized in our Reserve Study updates. With the seasonally late rains and weather conditions in FY 1811 9 and the related soil and vegetation load impacting the network of 8-58 systems, we have anticipated and allowed for a greater effort to maintain proper drainage for these facilities over this fiscal year. Estimated Cost $45,000 Repair and Replacement -As a result of intensified efforts in recent years a total of over 1550 lineal feet of 8-58 was replaced and several-hundred lineal feet of 8-58 was repaired. A priority has been established, based on the degree of damage and associated risk to improved properties, and a percentage of these replacement projects will be budgeted throughout the upcoming years. This year 's budget will be utilized on repairs to existing 8-58s on a site-by-site basis. Estimated Cost $20,000 Retention Basins There are seven retention basins within the district boundaries . Three, unimproved retention basins are maintained exclusively by the Contra Costa County Flood Control District through CSA M-23. The 81ackhawk GHAD, as well as the property owner, perform certain periodic maintenance operations at the other four locations. In a collective agreement with the Homeowners Association, the Country Club (landowner), and the GHAD , de-siltation efforts have recently been completed in two retention basins. It is anticipated that the GHAD will participate in additional dredging projects during fiscal year 2019/2020. Currently , planning 2019 /2020 Program Bud ge t 10 Blackh awk GHAD and engineering efforts are being conducted in anticipation of a multi-year dredging project on the golf course involving the three entities. Initiated in FY 2017 /2018 and ongoing the GHAD management has continued to engage the Contra Costa County Public Works Department (Public Works) and the Blackhawk Homeowners Association in discussions to help develop clarity as to the relative responsibilities for drainage maintenance within the GHAD. These discussions have produced an agreement and a further understanding when it comes to the community drainage systems and retention basins. We greatly appreciate the cooperative efforts and outcome of these trilateral discussions and agreements that provide a more comprehensive and clear understanding of storm drain maintenance and arterial drainage system maintenance within the district , moving forward. Estimated Cost $50,000 Subdrain Systems Outlet sites for subdrain systems must be monitored and maintenance provided to ensure outlets have not been damaged or impeded. This budget will allow for an inspection and minor maintenance of these sites. Horizontal Drains The District Manager has placed a high priority on verirying the condition of and restoring as many existing horizontal drains throughout the development as possible. A definitive list of s ites requiring maintenance has been detemlined and work continues on restoring the sites and installing identification markers . Estimated Cost $17,500 Subdrain Outlets/Pumps The Blackhawk GHAD conducts ongoing efforts to identiry , locate and make determinations about the effectiveness of the network of subdrains throughout the District. It is anticipated that on-site restoration work may be necessary at some sites. This additional work as well as the additional introduction of the subdrain systems into the District GIS system has been incorporated into this budget item. The GHAD maintains a subdrain pumping facility located adjacent to Hole # I of the Lakes Course Country Club. Periodic site checks for operation are required. In recent years the equipment, instrumentation and electronics have been updated. This year, maintenance will be performed at this site to insure the continued reliability of this system and facility. Estimated Cost $7,500 2019 /2020 Program Budget II Bl ackh awk GHAD Piezometers The District reads and maintains in excess of 100 piezometers measuring ground water elevations. A definitive list of sites requiring repairs has been determined and work begun on restoring the sites and installing identification markers . The work this year has been continued to include a greater number of sites and inclusion of the sites int o the GIS , and to maintain s it e locations . Estimated Cost $10,000 Settlement Monitors Over time, a number of settlement monitors have been placed throughout the development. These monitors were, in large part , installed as part of a spec ifi c study and th erefore are not continually monitored. Currently ongoing monitoring programs exist in severa l areas of the District, with the planned estab li shment of new monitoring programs during FYI 9/20. Estimated Cost $5,000 Minor Repairs A budget is established annually for unanticipated minor projects within the Preventive Maintenance Program. Additionally , numerous rain-related smaller s lope repair projects are in the design phase and repair efforts are expected to take place in FY2019 /2020 in various areas throughout the district. Estimated Cost $100,000 Winterization The District provides an annual budget for procuring and storing an inventory of winterization materials and to provide for the costs of s it e installation. Winteri za tion materials have been s ignificantly depleted during the last two seasons responses . In addi ti on, many projects will need subsequent winterization measure s following previou s years repair season. This year winterization measures should again rise above normal and therefore, the budget has been increased from previous years. Estimated Cost $32,000 Emergency Response During the winter rainy season , the Blackhawk GHAD responds to a range of urgent , active, and threatening landslides as well as drainage issues where property damage is threatened. These incidents typically in volve mud or debris flows , plugged storm drains at the base of s lopes or flooded properties due to the overflow of runoff from plugged or damaged facilities. In severe cases these responses can require the initiation of temporary slope stabi li zation measures in preparation for a major repair. Estimated Cost $40,000 20 19 /2020 Program Budget 12 Blackhawk G HAD Debris Benches Numerous earthen debris benches exist throughout the district. It is essential that these facilities be inspected to ensure capacities and drainage have not been compromised. Annual inspections are made , and periodic debris removal plans are initiated. This year's budget allows for geotechnical evaluations and the periodic removal of accumulated debris from several of those benches identified during the study and routine monitoring events. Estimated Cost $10,000 Operations An inventory of on-site instrumentation including hundreds of piezometers , inclinometers, horizontal drains , subdrains and settlement monuments are monitored periodically throughout the year as a preventative measure . Collected data from these sites is analyzed and aggregated into the GIS system for further analysis to establish trends. Monitoring sites can be established for a variety of uses. Often completed repair s ites require monitoring to confirm that the slope has been stabilized. Other sites have been utilized to indicate signs of unstable conditions developing and have been instrumental in determining slope conditions prior to the activation of a landslide. Through the use of collected data such as groundwater depth, magnitude of slope movement, depth of movement, and ground surface movement , the District has been able to arrest slope movement in advance of an incipient failure. Archiving of historical data is currently being integrated into the GHAD GIS system. Throughout the year the District receives incident response or assistance calls from property owners regarding slope stability or drainage issues. Community relations , including incident responses through the annual Operations Program , have been institutionalized as a role of Blackhawk GHAD management. All incidents are recorded within the GIS and move through the district response mechanisms as is appropriate and consistent with the Blackhawk GHAD Plan of Control. The GHAD manager receives updates in long-range weather and oceanic temperature changes through the National Oceanic and Atmospheric Administration (NOAA) and other scientific and atmospheric agencies that track data and produce probabilistic assessments on the likelihood of seasonal heavy rain conditions. Estimated Cost $91,000 Special Projects During fiscal year 2019-2020 the District will continue several special projects. Brief descriptions of the special projects are presented in Table 1 and further described below: 2019 /2020 Pro gram Budget 13 Bla ckh awk GHAD Plan of Control It is anticipated that Amendment 3 to the Plan of Contro l will be presented to the Board which will contain certain minor, but necessary, clarifications in the language. Estimated Cost $45,000 Reserve Study Update The Blackhawk GHAD reserve fund study was originally completed in FY2002-2003. An extensive update to the plan was completed in fiscal year 2012-2013. The reserve study functions as a pro-forma analysis of the financial needs of the Blackhawk GHAD. It serves as a tool to calculate the annual contribution required by the GHAD to build and maintain sufficient funds for emergencies and capital replacement programs based on past weather patterns , landslide repair costs, and general attrition. Historically , as a result of severe winters , draws have been necessary on the reserve fund. Work has been completed on an independent analysis of the fund health and methodologies. This ana lysis has been used in updating the pro-forma plan and provides in struction to GHAD management as to the necessary reserve demands over time. Estimated Cost $15,000 Special Studies The Blackhawk GHAD intends to continue targeted, and site-specific studies in the areas of fiscal policy and geologic risk. The GHAD , now in its 34th year, has the unique opportunity to address many of the issues surrounding long-term viabi li ty and sustainabi lity , within changing environmenta l and financial conditions . Using empirica l data , we can assess potentially increasing financial loads and geolog ic risks that may accompany the maturation process of this district. We are confident that these stud ies have produced and will continue to produce benefic ia l results. The Special Studies program has been substantially expanded this year to account for projected costs incurred to continue site specitic studies currently underway. Estimated Cost $200,000 Information Systems and Technology The Blackhawk GHAD has completed an upgrade to its GIS system to include all of the GHAD 's data collection and monitoring operations . The system is now fully operational and is run from internal servers, combined with secure and private "cloud" storage. The record and tool that this system offers facilitates the Genera l Manager's ability to locate past repairs and assi st in a var iety of risk assessments within the District. Upgrades have now provided additiona l state-of-the-art security and redund ancy features not historically avai lab le. As a result of an independent evaluation of the Blackhawk GHAD 's information systems conducted in 2012 and again in 2015 , the GHAD has modernized its IT systems and security. 2019 /2020 Program Budget 14 Bla ckh awk GHAD Additionally , the GHAD website www.blackhawkghad.com has continued to provide a mechanism to disseminate infonnation to our constituents. It is anticipated that work will continue on enhancements to the GHAD GIS during this tenn. Work will include, incorporating access features to data and graphic representations , and improving the perforn1ance and usability of the site. Accounting System Upgrade Estimated Cost • 835,000 Periodic upgrades are necessary to enhance accounting system capabilities. The Blackhawk GHAD utilizes expense accounting software to assist in reporting and the day-to-day operation of the District. Continued accounting systems enhancements will be implemented allowing more data entry streamlining, enhanced reporting , and quality control assurance procedures, augmenting the current systems. Estimated Cost $5,000 Procedures Manual The Blackhawk GHAD continually upgrades procedures and modifies plans to incorporate new technologies that assist the GHAD in delivering the highest level of services. Procedures require certain modifications and enhancements as new methodologies are introduced and incorporated into the GHAD Standard Operation Procedures. Certain financial and operations procedures have been institutionalized within the program. Additional procedures will be incorporated to further define and standardize the following areas: • Preventive Maintenance/Operations • Standard Form Contracts (Evaluation) • Administrative Procedures (Evaluation) Estimated Cost 81,000 Communications Plan The Blackhawk GHAD maintains a communications plan designed to keep constituents current on GHAD operations and developments. The plan addresses several venues and mediums in which to disseminate inforn1ation within this district, and to other concerned parties, and to establish clear and accessible channels for cOlrununity interaction. The GHAD has now implemented a web page for public infonnation and a multi-page informational brochure has been completed and distributed to interested Homeowner Associations (HOA) that describes the GHAD and its responsibilities and limitations. Additionally , the General Manager writes periodic articles for the HOA newsletter. Estimated Cost 82,500 2019 /2020 Program Budget 15 Blackhawk GHAD OutreachlLegislative Review California Association of GHADs (CAGHADs) MembershiplInsurance The proliferation of new GHADs within Californi a ha s resulted in new legislation and adopted procedures. The Blackhawk GHAD Manager, in association with o thers , s hare s information and knowledge through a consortium of GHAD ma nage rs known as the California Association of GHADs (CAGHADs). The CAG HAD ha s recently obtained General Liability policies for its member GHADs. Policy premium costs have risen with new, more comprehensive, coverage for the Blackhawk GHAD and are approximately $11 ,000 3 . Additionally , the GHAD manager participates in the CAG HADs as the organization pursues other financial in s truments that ma y provide the Blackhawk GHAD additional options for extraordinary event financial planning . In 2016, the CAGHAD Board adopted a new fee sc hedule reducing the annual GHAD fees for membership by 50%. Estimated Cost $13,500 Administration The administration of the Blackhawk GHAD includes all costs associated with legal s upport , o ffice expenses , staffing , and accounting. Brief descriptions are pre se nted below. General Counsel -Blackhawk GHAD management must interact regul arly with GHAD Co unsel. The day-to-day operations of the GHAD present myriad opportunities and issues to work directly with GHAD counsel, in the areas of contracts , ag reement s, issues or new business to present to the Board, legislation , property owner iss ue s, etc. Estimated Cost $50,000 Special Counsel -Blackhawk GHAD management require s the services of specia l counsel from tim e to time in the areas of liti ga tion and other legal concerns. Currentl y spec ial legal counsel is advi si ng the GHAD in a va riety of legal areas. Estimated Cost $40,000 Staffing/Administrative Support The Blackhawk GHAD staff includes the General Manager, a Const ruction Services Manager, an Administration Manager and frequently other support staff and consulting profess io nal s. The General Manager administers all GHAD day-to-day operation s, including financial budgeting and communications regarding its activities. The Construction Services Manager, among other tasks , administers the Major Projects and Preventive Maintenance Program s and associated work schedules, consulting and construction contracts, and document s. The administrative staff is re spo ns ible for accountinglbookkeeping, contract administration , 3 A more comprehen sive policy wa s obtained in 2017 with a premium increase 20 19/2020 Program Budget 16 Blackhawk G HAD clerical , and construction management support. Additional management staff costs are also applied to specific projects as appropriate. Authorized business expenses such as rent , office supplies and leases are included in Staffing. Estimated Cost $266,000 2019 /2020 Pro gram Budget 17 Blackhawk G H AD 000648.0002\5488682.1 THE BOARD OF DIRECTORS OF BLACKHAWK GEOLOGIC HAZARD ABATEMENT DISTRICT Adopted this Resolution on June 18, 2019 by the following vote: AYES: NOES: ABSENT: ABSTAIN: RESOLUTION NO. 2019/01 (BLACKHAWK GHAD) SUBJECT: Adopting 2019/2020 annual budget and updating GHAD General Manager payment limits under the existing consulting services agreement. WHEREAS, on April 22, 1986, the Contra Costa County Board of Supervisors adopted Resolution 86/210 approving the formation of the Blackhawk Geologic Hazard Abatement District (GHAD) and appointed itself to serve as the GHAD Board of Directors. WHEREAS, on March 15, 2011, pursuant to Resolution No. 2011/01, the GHAD Board approved the consultant services agreement (Agreement) with Sands Construction Company, Inc., to act as Interim GHAD Manager. This Agreement, in section 3, requires the GHAD Board to determine by resolution each fiscal year the annual payment limit for GHAD Manager services. WHEREAS, on January 08, 2013, pursuant to Resolution No. 2013/01, the GHAD Board removed the term “Interim” from the GHAD Manager title, the Agreement was incorporated therein by reference. WHEREAS, the GHAD Board of Directors desires to adopt the budget for the fiscal year 2019/2020 prepared by the GHAD Manager, Sands Construction Company, Inc., attached hereto as Exhibit A. The budget attached in Exhibit A identifies the annual payment limit at $260,000 at page 2, in the Administration section. The Board of Directors of the GHAD HEREBY RESOLVES THAT: 1. The GHAD Board approves the GHAD budget for the 2019/2020 fiscal year attached as Exhibit A and incorporated herein by this reference. 2. The GHAD Board adopts the payment limit for General Manager services at $260,000 for fiscal year 2019/2020 as set forth in Exhibit A, and incorporates this payment limit into the consulting services agreement. 000648.0002\5488682.1 3. The recitals are incorporated herein by this reference. This Resolution shall become effective immediately upon its passage and adoption. Approved as to form: ___________________________ Patricia Curtin GHAD Attorney THE BOARD OF DIRECTORS OF BLACKHAWK GEOLOGTC IIAZARD ABATEMENT DISTRICT Adopted this Resolution on June 18,2019 by the following vote: AYES: C. Andersen, D. Burgis, J. Gioia, F. Glover, K. Mitchoff NOES: 0 ABSENT: O ABSTAIN: O RESOLUTION NO. 20l9t0t (BLACKHA\ryK GHAD) SUBJECT: Adopting 201912020 annual budget and updating GHAD General Manager payment limits under the existing consulting services agreement. \ryHEREAS, on April 22, 1986, the Contra Costa County Board of Supervisors adopted Resolution 861210 approving the formation of the Blackhawk Geologic Hazard Abatement District (GHAD) and appointed itself to serve as the GHAD Board of Directors. \ryHEREAS, on March 15, 2011, pursuant to Resolution No. 20lll0l, the GHAD Board approved the consultant services agreement (Agreement) with Sands Construction Company, Inc., to act as Interim GHAD Manager. This Agreement, in section 3, requires the GHAD Board to determine by resolution each fiscal year the annual payment limit for GHAD Manager services. WHEREAS, on January 08,2013, pursuant to Resolution No. 2013101, the GHAD Board removed the term "Interim" from the GHAD Manager title, the Agreement was incorporated therein by reference. WHEREAS, the GHAD Board of Directors desires to adopt the budget for the fiscal year 201912020 prepared by the GHAD Manager, Sands Construction Company, Inc., attached hereto as Exhibit A. The budget attached in Exhibit A identifies the annual payment limit at $260,000 at page 2, in the Administration section. The Board of Directors of the GHAD HEREBY RESOLVES THAT: 1. The GHAD Board approves the GHAD budget for the 201912020 fiscal year attached as Exhibit A and incorporated herein by this reference. 2. The GHAD Board adopts the payment limit for General Manager services at $260,000 for fiscal year 201912020 as set forth in Exhibit A, and incorporates this payment limit into the consulting services agreement. 000648.0002\5488682. I 3. The recitals are incorporated herein by this reference. This Resolution shall become effective immediately upon its passage and adoption. Approved as to form: Patricia Curtin GHAD Attorney 000648.0002\s488682. I ffi BLACKFTA\ryK cmmc¡c tr{¿{RD Âr{Tluarr üfmtff Program Budget FISCÂL YEAR 2OI9.2T2O APIIIL 20I9 EXHIBIT A W BLACK}TAWK ûüïOtìc I t,{?åru) Åß,\'tf .\lf}Ír ût srRIcI' I\,{av 7. 2019 lJlackhan,li G I l,AD Board ol' I)ircclors clo Supervisor Diane Hurgis 3iól Walnut fjoulevard. Suite 140 Brenlrvr>ocl, Cnli J'rrrnia 945 I 3 StiBJFl{lTr Program l}udgct for Fiscal Year2û19-?ül{} lllac khan' k C eologic Haza rd A lrate nlcn f Disf rict l)uar Board lvlcnrbers Ailached please lìnd llte ¡:roposed ¡:rogram buclgr:t for the Blackharvk Cieologic Hazard ¡\batement District (Blackharvk GI"IAD or Cl'{AD) iì:r liscal ycar 2û1912020."fhc ¡:roposed liscal venr lrudget tofals $:.q38,500. rvhiclt exceecls proiectctl reverìr¡es anel anlici¡:ates a $56{l^500 deticit and the nçecl tu drarv a coltltnc-nsltrÍ¡lc ânlount frol¡r the rsscrve funcl. At the lime of this publicati*n. it is exper:ted thal the llnd balancc on Jt¡ne 3fl. ?tl9 rvill bc ap¡rro.rimatell'$8.802,000. A lìrnd balancc of'$8.233,500 is projvcicd lìrr June 30. :010. 'llterc are ltittl ntaior annual burlgct categ,ories: their rcspective buclgel expcnse$ brcak dorvn as lollorvs: i\4ajor Pro.jects Prcvr¡rrlr¡1 ive fula i ntenanc¡¡ a nc1 {)perations Special Prcrjects Âdnliníslration. l,cgirl. Âccounling 63 pcrcent I 5 perccnt I I percent l2 perccrrl As a ¡:elcentage of llte annual huclget, for the lhird conseculive year, the Ma.ior llro.iects progranr rr'ill utilizc a largc ¡rortiott trf thc buclgcl anrJ nrav require lnodcst drarvs firnl lhe rcscne lurrcJ. "t'he hcavy rairrs lionr tlte 20162017 liscal-,ve¿tr proclttccd over 30 landslirJes rvith darrragc eslitrì¿ìtes torllirìg ûver $-ì.5û0.000. Allof'the urgenl repairs havc been conpletcd orsite-stabilizatio¡r has been accr:rnplislrecl arrd lrtany of'the largcr lantJslides have norv lreen repairecl. Scvcral Phasc 2 landslirle repairs have lreen ccrnpletecl and rv<xk rvill colrtinue througltout thís flscal vear and possibly- additional phases i¡lto the nexl ljscal vear, 'l"he fllackhan'k Gl"l¡\D has applied to the Federal linrergency Response Âgency (F[MÂ) lbr f'ederal atìd slâte disastet'area fìrnds. fElvlA elarnage and rcpair estilüates i¡lcluclc enlergenr.v ¡.csponsr]" clcanup artcl protective nteâsures: as rvcll as errgincerirrg and cr-rnstruction arrd repair crrsts,'l'hc Cl{Al.) Itas ¡lreviousl¡' rcccivctl deniaJs lì'trnt [:l:MA¡. challelrgirig the GHAD's $t¿llus as a qualifiecl agency anrl cxpressing c()nccnls regarding tlre eligibilíty of the rcsponsc and renled jal rvork. l-he ül^lAD appealerir on thc basis Íhal rve believe, in fact. that the GHAD is cligilrle âs an agency anel the work qualifìcs a$ rheüllAD is legally'' responsihle lbr conci¡ctirìg the ernergencr- rvorh operations. "l"he Calilbrnia Ofï'icc ol' limergenl' Scn'ices (C:alOIiS)" fl prìrtiçipanl and pass-ïhnrugh agenc,v to fl:ìlvl applicariorrs h¡s also sirJed rviilt thc Cl-1,{D rvilh respect lo its eligibilitv as an âgency ar¡d as to lhe work eligibilit-r,. ¡\t the ti¡ne ol'this corrcspondr:ncc'. FE\,14 is evnluatirrg our lasÌ appcral and we ar.vait a fÌnal decisiu¡1. ln adrJilit¡¡. lhe district inlends to install additiunal .slope stabilizaliçn nreasures bclorv tluilding 6 at Silv{rr C)ak'l'orvnhonles.'l'his lnrge-scale st¿¡bilization project rvill irrcor¡r¡:rate a structurí¡l tied back cotlçrete snd steel pile rvall. vcrl si¡¡ilarto llte pro.icclscornpleted b-l'rhc Oll,,\D belou, IJuilding l? and Duilding 7 in ' IF.M L)ijtenrlinstion l..etter of Octobrr ], 11197; anrl F{jlvlA I)e{errrrinaliorr l.etrer of Fehruary 6, 20lltI Otl,,\D f irral Appr,irl and Rcsponsc for Additional lnfi¡r'matio¡r, datctl Âugust i l,3CIlB the sanre conlplex. 'l'he Cl-l¡\D has recently obtainecl thc rcquired authorizafion froln the prop€ñy owrìer to enter the property and conplete the slnpe stabilizalion project. The Preventír,e lüainlcnance Prograrn rvill fìlcus on conti¡rr¡ed effbns to secure clamagecl areas and conrplele assct sito rsstoratiorrs, The program rvill continue to upgt'ade and anal.v-ze these sites and lhe associated data collection to ensure all predictive fealurcs olthese instn¡mentation and asset sifes are fìrlly realized. Specifìcall1', rve rvill cc,niinue to larget the f'ollorving prograrn elenrcnts - Concretc lrlterceptor Ditch Systerns (R.epair and Re¡rlace Program)l the l-lorizontal l)rains (Site Mâintcrrance Progranr, and a district rvide cìeaning ¡rrograrr): the Piez-omelers (Si{e Maintenance Progrant), and the Soil Debris Bench (Maintenance Prograrn), Thc Operations Program rvill continue ils existing rnonitoring profrle through this ¡reriocl. T'he Special Projects Progranr rvill be diresled at continued eflorts to lìnaliz-e Arnendrnent 3 to the Plan ol Conlrol rvhich seeks to clarify thc independcnl role of the Blackhar.vk CHAD and further strengthen those ¿rreas cf thc plan that serve to deline llie sco¡:e of the district's responsibilities. lt is anticipated tlrat the üf lAD rvill ccntinue tù pursue additional studies in the areas çf fìscal policy and geologic risk analyses. i-\pproxirnirtely ll% nf'the annual budget has been set-asicle for thc Special Proiecfs Program. We continue lo rvork to strengthon ()ur'(ronlmurìication ivith clistrict constiluents ancl stakeholders rvithin ths Blackharvk conrmun i1y. This budget antici¡:ates c¡rntinued strengthening and builciirrg efficiencics u'ilhin the .A,duinistration Progranr. General legal couusel rvill rrcntirlue to be provided by lhe ßlackharvk GI"IAD Boarcl appointed âttorney, Pafricia Clurlin of Wendel, Rosen, ßlack & Dean, 1.1..P, ancl specil'ic litigatir:n cnunscl lvill be provided by l"inrothy J. trlyan of'Bold, Polisner. Madclorv. Nelson & Judson. On April 28, ?017. the Blackhar.r'k CHAÍ) received a cornplaint liled in Contra Costa Cìounty Superior Court (Case No" Cl7-00785). The Plaintillruvas Bronco Don I'loldings (BDII)" thc ou,nel of a one-story cornrnercial ol'lìce builcling at 3800 Blackharvk Roacl. rvithi¡: the district and part of the Blackhawk Executive Center. PlaintilT clairnecl that rvork perforrncd in ?0i4 on a C}{AD project (Silrr Ouk Tittvttlto¡nes - ßuilding l7 Slope Stctbili;cttion I'rojttcl) dantaged the nearby BDt:l building b"n- causing settlerìlent of the building founclatiort. When the claim first arose, fhe CHAD responclecl b1, retairring geûtechnical ar:d slructural engineers to irtvcstigale tlle clairn. 1'lrc experts concluded thsl it rvas unlikel,v thal tlie Gl-lÀD ¡rrujcct dantaged the flf)f'l builclirig lbunclation.'l'he ûllAD tlren attempted lo resolve thc clairn through pre-litigation mediation u4rich provcd r.rnsuccessf'ul, When BDll ñled its lau,suil. the Gl'lAD lcndered its defcnse of the suit to the insurance carrier fhat issucd a policy tu thc Gf{AD and the Cl{AD"s contractor on this prcrject. 'l"he insurance çar'fier accepled the C}'lÂD's defense arrd paid firr the C[]AD's litigation counsel fo tlefend the suit. Afier coriducting sorne basic discovery. lhe parlies again pursuetl nlediation and rvere able to resolv-e the case. PlaintifT IlDll accepted an insura¡rr:e pa),rnsnl of $86,250 to settle its clainls and dismiss the lawsuil" This case is nou' concluded. A sumniar¡.'ol'the expenses is shorvn on'l'able L pages 4,5 alrd 6, lirllorved hy briel"descriplions of'each olthe budget ite¡ns orì pases ? through 17. Respectlully yours: Illackharvk Geologic Hazarel Abatenenf Districf x- lvlichael D. Sands Sands Constrr¡ction Clr¡nlpan.!', lltc, Cieneral fv4anager Dlstribution lisf: Bkckhawk GHAD Bosrd of llirectors: Su¡rervisor Diane Burgis 3361 Walnut Boulevard. Suite 140 Brentwood, CÅ 94513 Supervisor John M. Gioia (Board C.hairj I 1780 San Pablo ,Avenue, Suite t) Ël Cer¡ito, CA 94530 Supervísor Candace Andersen 309 Diablo Road Danville. CA 94526 Supervisor Karen MitchofT 2151 $alvio Streel, Suite R Concord. CA 94520 Supervisor liederal D. Glover l9û E. 4th Streel Pìttsburg, CA 94565 CHAt Attcrney: Ilatrici¿r Curlin, Esq. iBlackhawk Cl"lAD Åttorney) Wendel Rasen Black & Dean, LLP I I I I Brosdway, 24rh Floor Oakland, CA 94607 Tirnothy J. Ryan, Esq. Bond. Polisnern Maddow, Nelson & Judson 50û Ygnacio Valle,y Road. Suite 325 lfalnut Creek, CA 94596'3840 GHAD Tretsurer: Mark l. Miller Wabrnrark Asset Managsmentr lnc. ?010 Crow Canyon Place, Suite ? l0 San Ramon, C:A 94583 Upon Execution: The foltorving entitios will be noticetl tlat m*nagemcnt wlll post approvecl Bud get r ü rrww.l¡ lsckhawkghrrl,com Blackhawk l'lomeowners Associa(ion 4125 Blackhawk Plaza Circle, #105 Danville. CA 94506 Attention: Melissa Manzo Hidden Oaks at Blackhawk c/o Community Care Ptoperty Managen\ent P.O, Box 269 üakley, CA 94561 Tennis Villas at Blac,khawli clo CMJ Associates, lnc. P"(). Box 19CI Pleasanron, CA94566 Saddleback at Blackhawk cla Jcan Bates & A,ssociates 70 t{ailroad Avenue Danville, CA 94506 Silver Oak Townhomes al Blackharvk Canyons at Blackharvk clo Bridgeporl Company I Annabel l.,ane #?17 San Ramon, CÁ,94583 Atle¡rtion: Bill Bavelas fllackharryk Cauntry Club 599 Blackhawk Club Drive Denville, CA 94506 ,4ttention: Kevin Dunne, Cener¿rl Manager Blackhawk Geologic Hazard Abatement District Program Budget Fiscal Year 20192AZA l'he following proposetl li¡re itcm prograrn budget (Table l) sum¡narizes the anticipatecl ex¡renclitures lbr fiscal .\,ear ?01912rJ20 fbr the lll¿ickharvk Geologic l-lazard Abatemenl District (lllackhau,k Cl-1,4,D. GflAD, or District)" Through an ongoing assessn'ìent" Ihe CHAD rì1anagçr evaluates and addresses geologic risk through the irnplen,entation ol'an annual progrant budget consisting of'firur major categorics" Preccding Table L and dircçtl), bclorv. plcase see n general overyierv description ol'the fbur nlajor progra,il elenre¡tts r.vithin the budget. Major Projecls Progrnnr Thc annu¿ll N4a.iol' Projects ïlrogranr inclucle s landslide repair pra.iects, clrainage irnprovement projects and capitnl improvenrent projects necess¿ìry to eithe¡: control, mitigate. or prevent landslide âclivity. Other large progra¡n respotlses ncces$ary to implcnrent the Plalr of Control" including specilìc purpose studies and i¡rvcstigations rnay also be includecl in the Nlajor Proiects Progranr. $eneral11,. fbr consicleratior¡ of inclusion into the Iv{a.fc;r Projecls Progratn, a project ot: stud), $'ould rcpresenl a level rll complexily rec¡uir:ing plans, specifications. and conrprehensive engineer:ing analysis including rlodeling atrcl rcsearch. or a ¡:rroicct with a ¡:rotracted scclpe such as those recluiring nrultiple regulatory agcnÇy ap¡rlovals. lr4ost lr4a.ior Projects have a prtr.iectecl cost that exceeds $5t1.000' llistoricall¡*, the i\4ajor Pr:ojccts llrogrant has bec,n com¡rriscd of'signifìcant landslide rcpair projecrs and other responsive large prtr.fecläl at ollter tinlcs, it has included pt'ûgramlratic sturlies and investigatiorrs usel'ul in gcneratitrg prnactive responses. 'l-ltis diversity ol projects denror¡strales {he imporla¡rce of a flexíble ì\"la.ior Projects Progranr structurc that adapts betu,een responsive and proactive neecls and capabilities to lnanage tltc dynanric nÍìtì.trc of lalger sctrle ge<llogic evetlts. Prevefllíve lloinîençnce und Operatíotts Progrunr 'l'hc arrlrual Prevc¡:tivc Maintcnancc ancl Opcralions Progm¡t includcs all minor rÈpa¡rs. cleanup. l¡raintenance. r'nonitoring and replacemenl of' clrainage strucfures altt-l other assets thnt degracle c)\,er a serviceable lif'e. 'l'he goal of'prcventive mâintenance is ftr kee.p assets in opcrationai condition and identify potential slope stabilit-v risks belbre they manit'cst. allowing nìeasures to tre taken to either prevelÌl. or mitigate the irn¡ract ol' these hazards as defì¡red in the Blackha"vk GI-1,4D Plan of Contrtrl. 1ipical lllackhau,k Gl'ii\,L) assels inclucle concrete lined ditches. sub-drainage sy$1ems. grounclwater measuring instrurnenlation. slope inclinometers ancl rnt¡isture gauges. anci slope debris catchmenl l'eattlres, l{} I 9il0l() lr|ogranr lluil¡¡cl lllackh¡rvh (ill.Al) 'l-he Pre r.entive N'f aintclta¡lcc Prugram also includes frrcpartltior.ls tirr r¡rncrgenci, tcspot¡sc, i.vintcrizatir)n nreasurss including crosion prroteclior and slope stabiliz-atioll supplics. ancl inslrutrrcnl mainlcnance. Thc Opertilions Program is prinraril¡' populaled r,vith schc,dulecj insln¡nrcttl rnoritoring clcnts. Data fionl thesç inslrunlcn(s ûre er¡alualed to establish rish and ltends in ar: elJort to averl landslide aclivity. ln adclitiern to the instru¡nenls monilcrring program, the Opcrations Ilrogram {:olltains the lncident ltesponsc and Corrtrttunity Iìelatiorts llrograrn. rvlrich incorporalcs cornprelrcnsivc ñrst responsc capabilitics. ancl lìrsters con:rnuni ty incident irlftraction. Speciul Prajeds "l.he lllackhau,k Cl"l;\l) pursues ongoing ¿¡nd nerv activities icicntilìed as "S¡:recial Projeurs." S¡recial Projects iru.:h¡dc actir,ities rec¡ues{ecl by thc ßoard such as ttrle ('orn¡l'runications Progrfirìl. or pro.iccts and stuclies designed to irllprö\,t the I)istrict's opcrational e.ll'ectivencss aud i¡rsurc linancial solvencl'. Spcciol Proiccts ¿rlso inclt¡de ulilizing ner,l lschnologies to inl,reflsc the elïciencies of' lhe cìa¡'-to-ciit¡, operatians. [st¿blishment. testirlg ancl placing inlr¡ service a ne\\¡ {-ieographiu: Inlìlrrn¿¡titln S¡'slcrn 1{.ìlS) iras been on{: cl"rnan¡,suc,cesslll fì'uitions of'the Special Prcir:cts Program. A¡lmíuistratÍon Administrativc expenses arc requilctl to opcrate the Illackhartk CIì¡\,D ¿rtd itnplenterrt proiecls. Adnrillistralivc expenses inclucle personnel and consultrtilfti tû ntanage lhe o¡rerations including; thc üe¡reral Manager. Aclntinistrativc Managcr. Consll'uclion Sen.ices N{nnager* cert¿rill clcrieal ând ¿rccounling s{alTì cr:nsullnnts. and lcgalsuppafl. w-ith respect tü thc Ceneïal lt{anagenter* of the Blackhan'k ül{AD - "l"he Blackharvk fillAD l}rard oll Dirsetors through Resolutior:l 2018101. am(ìng olltcr business. cstablished a Consr¡lting Services r\greenrenl ri,ith Sands Ctxrslructio¡t (ìompan)'. I¡lc. to ¿rcr as Ge¡reral \,fnnager.'l'he pa)'nrenl linlit established for a lenu through Jt¡n 30.l0lf) rvts $155.600: the proposed p¿ì\,n)cnt limit through Ju¡te 3ü. 2()3ü is $2í10,00ü" 'l'he sco¡:e ol'sqrvices fÌrr thc Cenc:ral 'N,{anagcr include, ntanaging the day-to-day operatit;ns rhrougli irn¡rlcmentatiurr ol' ths n{:çcssar} ñnancial t*t,lt¡lisü¡rit:g antl rcporting; tu¡:dating i¡ltcl mait¡ttrining goverttittg docurilents, such as the llla¡t CIl' Culltrol: and rnanaging and upclatirrg adrninislratil,e tools sucll as thc Ilcscrve Stucl.v. Cornmu¡rications Plalr. Work Program ntrd lvlonthly' lncident l.og. 'l-hc ücrlcral klanager Colrsulting Services Agreemcnt provicles lìrr ccrtain adrninistrativc positiotts irrcluding. bur not li¡nited tû, a Çe¡leral N4anlgcr. an ¡\d¡ninistrative ìVtanagcr. fl Cúnstlttcliün Scn'ices L{anager ancl a Netrvt¡rk Adnlillistrator as rvell as ovcrhead cosls" such as ilfiìc:$ spaLrc rel1t, olïce supplics and postage.'l'lre Ce¡leral lr'lanagel rlill retairl the rleressary prolèssiorrals. includirrg wilhcul linlitation. enginecrs. accounliug prot'essionals. ¿r¡rd vcndors to lìrcilit¡te the o¡reralions ol'thc Cl{ÂD.'l'hc Gcl¡cral Managcr f,'onsulting Scn'ices r\grecnrent anrJ associaled budget allorvs f'trr thc co¡rclitional use of'su[:contractors st¡clr ¿ls aclnri¡listrativc sub-consultattts ancl cnrinee ring or col¡structioll sirb-consultants" rvithi¡r the p¿lymcnl lirnits nf' the Col:sLrlting Sen'ices Agrccttrenl. :ltl l (). :t,l{) l'¡rrgnttn Iltttlget I llr¡ekhirtvk ( il l¡\l) w*ith respect to the Operations Management ol the Blackhawk GHAD, the öperations Ivlanager pay¡nent linrit was set at $347,000 Íbr a tenn through June 30. ?ül9l the proposed payment limit through June 30.2û?0 is $350,û00. lhe scnpe of strrvices for the Operations Manager include inrplementing the Major Pro.iects and Prevenlive Maìntenance Progranrs through forecasting work schedules and priorities; preparìng [ìec¡uests fbr Proposals and nranaging nlaintenançe and repair oper¿rtiûns within the Major Pr<l.iects and Preventivc fulaintenance Programs. These services include project rnanagement and construction management: and preparing fbr and responding to emergency incidents" The Operations Manager Consulting Services Agreement provides fbr certain operational positions including, but not limited to; an Operations Manager. Construction Services Manager and Construction Seruices Tec.hnician, as weil as certain overhead cüsts, sush as, otìlìce supplies, and electroníc monitoring devices Íesting apparatus rental" The Operations Manager Cìonsulting Scrvices Agreement and associated budget allows f"or the conditional use of subcontractors such as contraçtors, engineers" and speciat inspectors, r.vithin Ihc paymenl limits ol' fhe Consulting Services Agreement. A sumnrary ol'the proposed fisc¿l-Ysar 201ç-?020 Budget is presented in'lable I on ths fbllorving pages. l:0 I 9i20:0 l)rogrnnr liÌutlgrtt llÌackhurvk fil lÂl) Table I * Summary of Fiscal-Year 2819/2020 Budget .t lllaior Rcnairs 391 Kingswood Lane L,andslide Re¡:air Ptnject (llartial Clost - Started ITYlTi l8 ancl F Y18/19) 40,000 $iilver Oak'l'orvnhomes * Bldg 6 lSli¡ne S tâbilizâtion Proiecr) 650,000 Deer Meadow Landslides (multiple) Repair Projects and Debris Wall Installatiein (multi-vear proiect) 562.500 901 llepperrvood L¿rndslide Repair Project and Debris Wall lnstallation 300,000 Deer Meador.v Drive Stclrm Debris Catchmenf lnstallation 85.000 Ilorizontal Drain Cleaning Program (Phase ?)60.000 Other Storm Event Landslitlcs {Llighest Priority Invcnloried Sites) 75,000 Landscapc Replacement (associated u,ith repairs) (Limited to no grealer than | 0% of repair costs) * 60,000 Toføl Moior Proiects 1,832.500 {tzt'à Prcvcntive Maintenancr Drainar¡e Storm Drains Facilities 5.00i) B-58 Concrete Lined Ditches Mai ntenance/C I eanlMa¡:45.000 Iìepair and llcplace 20.000 Retention Basins 50.000 Subdrain Systenis Florizontal Drains 17.500 Subdrain Outlets/Pumps 7.540 Piezometers 10,000 Set tle ¡nent Tvlon i tors s,000 lvlirror llepairs 100,000 \ffi¡rterizatio¡r 32,000 Emerge¡rcy Response 40,000 Debris Benches r 0.000 Subtotol s342.000 2(l I 9l:():0 l¡rtgrirrn lludgct []l¡r¡;kilarçli (il lAl) Budget Item Budget Amount % of Total Budsel Orrerations Piezometer Monitoring 8,000 I'lorizontal Drain Monitoring 8.000 Subdrain Monitoring 8.000 Settlement Monitoring 5,000 Inc iclent Response/Community Relations 60,000 Proiect lrrfonitoring 2,000 Sabtotol s91,000 Total Prevenlive Maíntenunce/Operalions s433,000 lStt/" Special Proiects Plan of Control 45,000 Reserve Stud-v Update 15.000 Special Studies 200.000 Inf'ormation Technology 35.000 Accounting Systems LJpgrade 5.000 Procedures Manual r.000 Communications Program 2.s00 CA Association t¡f GHAI)s - Membership/lnsurance r 3.s00 Total Special Proiects s317,000 lln/o Administration l"egal lèes General Counsel 50,000 Special Counsel Litigation/Legal Concems 20,000 L Matters/Clainrs 20,000 Staf'i VC 150,000 Acco 90,000 atr{)n ?,000 Office *le 24.000 Tottt I Ad tninístrst ío n $3só.000 lz"h TO TAL PROPOSED BUDGET FY?II19/2020 $2,938,500 100% 520 I 9120?{¡ I)rogrirnt l}udgct lJlackh¡rrvk (ill¡\l) to thÊ *tl lncludcs csrimatod accrued truê-up rcvenus payrnent {Scpt 2019) of $l 13,330; Projected Fund Bal¿ncc date ofpublication 620 I I I 2$2t, Pro grunt ll udget Elackhawh ûl"lAO DESCRIPTION OF BUDGET ITEMS Major Projects 391 Kinesrvood Lane Landslide llenair llroiect 't'he Çl-lAD \\ias contacted during an ilttense stor¡n ancl askecl tc respond to a site that had experienced a sigrrifìcant slope fhilure that threatened site ancJ struclural inr¡rrovements. The landslide f'eaturc that occurred inlpacted an i¡ltensely landscaped portion of the property a¡td potenli¡ìlly threatened strllcturâl elemenls ol'thc home and altÉrüiled structures,'l'he site w?ls temporaril¡, stabilized and rnain{aincd during lhe ensuir:g monlhs. Because ol'the unic¡uc ancl challenging lature clf tire lanr{slitJe anti sunounding area, the Cl'lAD engincered a stabilization schene lvhich incorporates the installation o{'a series ol' structural sLrbterranean concrele ancl steel pile walls. Sitc clcmolitlon and structural repairs wcre comple ted in FY 1 7/ l8 and the pr<rject site was s,ecured .iust prior to the rvinrer rains. Afìer a protracted efl'ort to abtain access rights through an adjacent propeñy, the projecl resunled in October of 2018 and was suspenrierl in November 20 I tì due to inrpending rain. J"hc last phase of'the pro.iect work is plannetl f*r July 201 9. Estimated Cosf $40,000 9(ll Pcnnenvood Landslide Renai.f Proisct "l-his series of'mudflows that occrurecl on Pe¡:perwood l.,ane serve as one of the initial responses fbr'l'he Cl'lAD âs the rain events began to âggregate into thc record selling rainf'all that r.vas experienced in the Danville erea, through fhe storms of'2017. Initial responses involvcd a late-night response to protect thc dor+'nslope properties antl re-estnblislr impacled drainage f'acilities. f:urther: and or:going action was ncçessary to maitttain tÊmporarï stability and functionality of the c<lmnrunity drainage systems as f urther stcmrs produced additional mover¡le¡tt in lhe slides. Robust tenlporr¡r)' rvintçrizati<¡¡l measures lvere installed dirring f:YzCI181201ç, and ¿t permanent repair scheme hss been devcloped. Work to re pair this site is expecled lcl occur in fiY I 9120. Esfimafed Cosl 530ü,00û :0 I Ql20:0 l)rograrn Budgcl lliirckhurvk (¡'llÂl) Deer Meadaw LanCslides (multinle) Ren¡ir Proiects 'llhe Deer Meadow corridor expedericed numerous and recurring mudlluws as ths storms of'2017 began to bear down on the Blackhawk community, Efforts ensued immediately to establish emergency response measures and protective measures. How,ever, the storms over a vast hillside presented a continued challenge to mitigate the impact of the intense rainfull, Robust temporary winterization measures were instal led during FY 201 812t1 9, and a permanent multi-phasetf repair schcme has been developed. Phase I of the work to repair this site is expected to begirr in FYl9/20. Estimated Cost $562,500 Silver Oak Townhomes - BIds. 6 (SI ope Siabilizaf icrn Proj ect) As a result of continued monitoring of the western slope below Silver Oaks Townhomes, the OHAD has made a determination that it is advisable to install slope søbilíty measures to preverìt future movemçnt of the slope. Engineering and construûtion documents have been completed to define a slope stabiliz¿tion seheme similar to those utilized in the area. V/ork will proceed pending additional praperty owner auilrorizatisn lbr the installation. La¡downer access to allow fhe project to move forward was obtained in erirly ?019. Work is currently schedutred ftr FY I 9/20. lixample - Work from Bldg. 7 Project trstimatedCosf $ó50,000 DaerfVleadow Drive Storrq Del}rip Çatçhment Hearry rain events mobilized off-site debris into several stoïm drains, causing blockages and flooding. The Deer Meadow Drive Sto¡m Debris Catchment lmprovement will consìst of a series of upstream det¡ris catchments. I Estim¡ted Cost $85,000 Blackhawk GLIÀI)2A I 9/ 2021J Program Budget Horizontal Drain Cleaninq Program F'ollowing a test program, a district-wide llorizontal Drain Cleaning Program co¡nmcnced in FYlT/18.'lhe progrâm continued in phased operations during FYlS/lq. Phase 2 operations are planned fbr FYi9/20. A follow-up program will be fonnulated to determine ân appropriate fiequency ínterval f'or clcaning events. [stinnatedCost 560,000 Other Storm Event Landslides (l lighest Priority Inventoried Sites) Beginning the evening ol' January 10, 2017, the Blackhawk G¡"IAD experienced an onset of record setting rain events. Damage fion:¡ the.se events produced over 70 lncident ltcsponses l}om tfie CHAD and responses ranging from community drainage facilities impacted to mudf'ou,s and rotational landslides. The GtIAD nraintains an inventory of sites that have been and will continus to tre addressecl on a priority basis over the next lèw years. Acl<iressing repairs have been assessed in acc,ordânce with the priority established in the Blackhawk GHAD Plan of Clontroland ongoing assessrnents by the GHAD mânager. [stimafcd Cost $75,000 tandscane ll"enlacempnl l"ypically, rer¡reclial landscaping is either included in the scope of rvork for major projects or eliminaled comp from the repair scheme depending on impact from remedial efïo¡ts to restore slope stability. However! on occasion tlre associafed License Agreements executed in preparation of the work will address a reimbursemenl or allowance to the property owner for remedial landscaping installation. With as many sites and events that the Blackha,,vk GHAD has to attend to over the next fiscal year, we have allowed fbr certain. unknown at this time, landscape and structure reimbursements. Estimated Cost $60,00{) Ill¿rckhawh Gl..lÄlJ920I 912020 lìro¡:rarn l]udgct Preventive Maintenance and Operations Ilrevenfive iVIain fenance Ilreventive maintenance generally co¡rsisfs of'those meâiiures taken fo pre\¡ent an incident or la¡rdslide sve¡lt including: as$ct maintenance. drainage structr¡res. instrumen{ sites and i.l'interization measures. Operatìons inclucle r.rngoing monitoring programs and responses 1o cor"nrnunif¡, requesTs. Ðetails of'the pro¡:oseei buclget lbr each o1' these categories are lisled belou,. hr def'erence to the unique nalure and extent of'the damage and resptxrse e1'fbrts necessary rvithin the Major Projects Program this year and thc repair u,ork that has been com¡rletecl iluring FYlTllS and FYiS/19, the Preventivs Maintena¡rce Program rvill rnaintain the current profile through this liscal year rvith those tasks that ¿re esscntial 1o ¡nainlaining slo¡re instrunrentation sites and iriti:rmation: data c*llection antJ other measures to.insure slope stability; and resum¡rlion o1' cliscletit)nary programs regarding inslrument site mainte¡rance and capital expenditures, Iì-58 llrain Systems I{øìnlennnc¿ - Allows lìrr one major annual cleaning ancl mapping. ln a<idition. District stafl' perioclically rvalks thc ß-58 s)'stenrs to get a lÌrst-hand accoullt ol' the cul:rellt conditions and pro.ject serviceablc lilè. l'his inlÌlrrration. along with other empirical data, is utilizecl in our Reserve Stucll' updates, With the seaso¡rall¡, late rains and u,eatlicr conditions in FY18il9 and the relatecl soil and vegetation load im¡racting the nelrt'ork of' B-58 s),stcnrs, we ltave anticjpated and allor*'ccl l'crr a grcâter cfïbrl tcr nraintain proper drainage f'or these facilities over this liscal year. Estimated Cost 5,15,000 Repaír øncl RaplncemenÍ - As a result of inte¡rsilÌecl ef'lbrts in recenl years a total of' over 1550 lincal lbel ol'll-5f:l was replaced and ser,eral-hundred lineal lèet ol'B-58 was repaired. A ¡rriority has been establishecl, basecl on the degree of danrage and associatecl risk to irnprovccl properties. ancl a pcrcentage ol'these re¡:lacement projecls rvill be budgetcd tlrroughout the upconring )'e¿ìrs. 'l'his year:'s budget will be utiliaed on repairs to e;risting B-58s on a site-by-sitc basis. Estinlated Cost 520,ûû0 Iletenfion Fasin,s 'l'herc ¿lre scven rctention basins rvithin the clistrict boundaries. 'l-hree" uninrprovecl retention basins are rnaintained exclusively by the Contra Costa Count¡; Irlood Control Llistriçt tlu:ough CSA M-23, The Blackharvk Gl'lr\D, as well as tlre propcrty o\\'ner, perltrrm cetlain perioriic mainlenancc operations at thc olher t'our locations. ln a collectìve agreer¡rent with thc lìonrec¡wners Associalion, the C'ountry CIuh (landor'vner). and the CHAD, rlc-siltation efforts have recentl,v been conrpleted in two retention basins. It is anticipated tl-mt the Gl"lAD will participate in addíticnal drerlging projects during fìscal year 201912t20. Clurrently. planning 20 I 9,'202() Ilrograrr [ìutlgcì l(¡lllackharvk (illAl) ¿ìnd ongineering ef furts are being conducted in arrtici¡ration ol'a mulii-year rlredging ¡rroject un the golf coursc inr,olvi¡rg the three cntjties. lnitiarccl in f Y 2ü17l2t)18 ar:d cngcing the G¡^l,{D rlrmagenrent has conlillued lo engage the L'ontra Cosra Counr¡' Publìe Works l)epartnrent (Prrblic Works) and the IÌlackha*k I ltrrreorvners Association in discussinns to hel¡: der,elop clarit¡' ¿rs to lhe relative rcs¡ronsihilities li;r drairrage maintensncc witlrin the GI-l¡\D. 'l'hese tJisc,ussions have produced ¿lr'ì agrecrnent anri a fi¡rther untlerstanding uihen it cclnes ltr the conrnrunity drainage s"l,'stems and retention basins. We greatl,v a¡r¡rreciatc the cooperarive el'fbrts and outconre of these trilateral discussions and &gresìnle nls that provide a nrore conr¡rrehensive and clear undcrstäncling olslorm drsi¡i maintçnance arrd arterial clrainage syslcnr rnaintcnance u,ithin the district" nror,ing lìrnvard. ñstirnafed Cost $50,0ü0 Sr¡belrain Systems Outlct sites fìrr sr¡bdrairr s)¡stcr1ls nlu.sl bc rnonitorcd and rnainten&nce prtvided ft) cnsllïe r¡ullets hnvc nol been tlamaged or im¡reilccl. 'l"his hudgel rvill allorv fbr a¡r inspcction and minor lnainte¡¡ance ol' these siles. llt¡rizontal Drains 'T"lrc District Mnnager hns placcd a lrigh priorit¡' on verifving tlte conditir¡r¡ ol'ancl rcsroring as rruury existing horizontal drairrs throughnut tlre dcvelop¡xent a$ possihlc. A ilelinitive list trl' sitcs rer¡uiring nraiulcuancc hus bco¡ dctcrnrinecl and rvork cuntinues on rcsloring thc sitcs and i nstal ling identi ficatiott nì¿rrkers. Dstinrnte¿l Cast Sl7,-5t)û $uhdrqin ûu tlcfslPumps 'lhc lSlackharvk CIIAD conducts ongoing efiiirls to iclentily. locale ancl make dctcrminations about {hc elT'ectiveness ol'tlte ¡retrvorh af'subdrains throughout thc Distric:1. lt isanticipateclthat tln-site rcstoraliolr *'ork ma,v- bú neçessarly rìt sonlc sites. 'l-his aclditiorral work ls rvell as the aclditional introduction ol' llrc subclrain systclììs into the District GIS s,v-stcnl has heen incorporatcd into this budget iterrr. 'l'he üllÅD lrraitrtains a subilrain pumping lircilit¡. locatecl adiacenf to Ilole #l ol'the Lakes Cou¡'se flountry Club. Perioclic site chccks 1br operation are rcquired. ln recenl l'cars the cqui¡rrrrent. i¡rstrumentati<u and rrlcctronics ltavc beqn updaterJ, l'his ¡,ear. urainten¿ncc n1ll bc ¡:ertbnncciat this site to insure tlre continucd reliability ot-thiss),stenr anrl l'acilit¡,. llstimated ('osf S7,500 il:0 I 9/10:t) lhrgr¡nr llu<lg':t ll!¿rekh:ru'k t ìl l¡\l) Piezomef ers 'l"hc Di.stricT reads ând mâinlains in oxcess of' 100 piez-ometers nreâsuring graund rvater cleva{io¡ls. Å defìnitive list ol- sites rcr¡uiring repairs has treen cletern:lined and u'ork begun on restoring the sites and i¡rstallirrg identi{rcation rrtarkcrs. The rrcrh this year has bccn r:onthn¡ed to inclucle å greåter trumbcr ol'sites ¡rnd irtclusitxl o1'the siles into the filS. ancl to nlaintain site locations. [stinratcd L'ost $l ü,û{}0 $ettlemrnl lHonÌtors ()r'el tirnc. a nunrber o1. settlcrïcnl nronitt¡rs hsrve bee¡r placecT throughout thc dcvcl<rpment. 'l'hcsc rnunitors rvc're. in large ¡rarl" installcci as ¡:arl of'a s¡.rccifÌc stud.y and thcrelbre ¿Jt'c nol continu¿ìll)' ¡nr¡nitored. Currently ongoing nronitoring pr:ogr¿ìnls exisl in several grcas ol'the 1)isrict. rvith thc planneri cstahlishnlcnt <¡l'nerç monitoring progr¿i¡rls tlurirrg I:V lq/10. Estimatctl (jost SS,|XX) jllinor Rrnnirs  hudgel is cstablishcd ar"rnuall¡' fbr unnnticipatcd mir:ur ¡rxr.jec,is ivithin thc Preventivc ìVlainle¡rancc Plogram. ¡\dtlitionally- llurnercus rain-related snlaller slopc rr¡rair projects are in the design phase ancl re¡rair eflbrts ¿rre expected tcl ttke place in I:Y2ü1912020 iu various ¿¡rcas throughout the district. [stimnted C]ost S100,0û0 w*intcrization 'l'hc Districl pror,'ieles an ânr:ual hudget 1ì:r procuring and stûrìng an invcnlory of winlcriz¿rtion nr¡tcrials ancl to ¡:ror,ide lbr thc costs of' sitc i¡lstallalion. \\¡i¡rterization ma{eriais h*r,e bee¡r signilìr:antlv depletecl cluring tl¡r.: las{ lw{r sù¿rs(u1s rcspönses. In adclition. nlirn!' projccts t¡ill necd subscqucnl winteriz-¿rtio¡t rìleûsures lblkilr'ing ¡rreviutrs ye*rs repair $e¿rson. 'l'his 1,ear rvinterieation rlreíìsurcs shoulcl agairt risc ahove non¡r¿l rurd therelìrrc, thc budget has bccn incrcasccl fionr prcvious ye¿rrs. Iistirnntcd Cosf $32'0{10 Enrrrgcncy Resnonse Duling the t'inter rainl, season. the lllackharvk (ìIJÀD les¡londs ta a ritrìtre ol'urgenl. Írctive, antl tlrrr:atening landsliclcs as *,cll as clrainagc is.sucs rvhere property dan:agr: is threatened. 'l"ltesc incicle¡lts lvpically ir¡rrolvc ¡nud or dei:ris llo*,s" plugged storm dr¿¡irrs rT the base of slopes or lloodeci properlies due lt'r lhe ovsrllotr t-rlrunoll'{iom ¡rluggci.l ordamagetl lacilitics. In severe cases these rssponses cau require the initiation ul' tenr¡roran, slope stabilization tìrc¿lsrlres in ¡rrcparation Jar a maior rcpair. Iistimsted Cosf S4O,tXXi llli¡clilluu'k (i I ì¡\l)l(| I çi:{il() l)rogrirrn 13udg,-t t: l)ehris llenches NLrnli:tous earthen debris henche's *.risl lltroughout the district" lt is essenti¿ll that thcsc l'acilities be ins¡;ectetl tc ensi"¡re capacitics and clrainnge have not been uom¡rromised. Anrrual irrspections ¿lre nla<le. ancl pcriodic debris remov¿rl ¡rlans arc initiatccl. This venr's budgct allows lìrr geùtcchniciìl er,aluations and thc ¡rcrioilie rcnroval of'accu¡lulated debris lto¡n scver¡l ol'ihosc ht-ttcl¡es idcntilìed during the stuely and rt¡u1inc nronitoring evenls. _ [,stinratedCost $10,{l{10 Operations A¡l inventon' o1' on-site inslrurlrcntatit:r'¡ including hunclrecls ol' ¡liezomctcrs" inclinr¡illelers. h<lrizontal droins. subdrains ancl seltlcnrent rì1ûnunrcnts Íìre monitorcd perioclicnlly throughout tlte ytar $s a pÌsvenlative mcusure. (lollectcd dala liom these siles is annl¡,zcd and aggregated into tlrc {ilS systenr l'or firrt}¡cr nualp,sis to establish trends. h{onitorirtg sites ca¡l be establishecl lìr¡: a r"arie4, ol'uses. Oflen conrpletetl repnir sitcs require nronitoring to conñrnr that the slo¡ e has becn stabili¿ed. Other "sites have bc{::r utilized rt') i¡rciicate signs o1'unstahle conrli{ions r.lcvclo¡ring and have bt:en instrunrental in dctennining slopc conclitiorrs prior to the activ¿¡tio¡r of'a landslide. 'l'lrrough the use of collccted dater such as gnrundrveter depth, rnagnitr"rdc of'slo¡lc ¡rovemcnt. cle¡rth off rnt¡vemenl. and grounrl st¡r'làcc r¡¡overtìetìt. thc Dislrict has bcen ¿ble to arrcst slope n){}vcr)ìc¡lt in aclvancc o1'an incipient lirilurc. ¡\rchiving ol historical tlata is curcntly being intcgraLr:cl into the üllAD Cif S s-vstenr, 'l'hrougltout lhe ,vear the District reçeives i¡rciclent resporìse or Rssistalrcc calis liorn proper1l, {}\vncrs regardirrg slope stabilitv or llrainng.c issues. lìonrrnunitl, relatinlls. inclurling incident Icsporlscs through thc annual Opcratinrts Progräm, har,e been institutionali;¿t:cl as il rolc ol' lll¿rckharvk ül"lAD miì¡1ûgefie¡rt. Âll incidents are recordccl u,ithin tlx GIS and ¡uovc thror"rgh the district resporlse ntechanisnrs as is appro¡rri¿te and consistenl with thc ISlackhawk Gl"lAI) Plan ol'tllntrol, 'l"lte (illÄ,D nranager receives u¡rcl*tcs in lottg-range weather and clce¿lr¡ic tcnlperature changes thror-rglr the nrational Oceanic ancl Atrnosphcric Adrninistration (NOAÂ) ancl othcr scientiñc and almuspltcric agencies that tr¿ck clata and ¡rroduce probabilistic assessrïents on the I ikelihoocl o1' seasonal hear'\, rain conditi<¡¡ls, lisfimatctl Cost $91,000 Special Projects I)uring fìscal year zCI19-2û:{} tlie llislrir:t rvill cr,rnlinue -sevçrul spccial pro.iecls. f}:ief descri¡rtior.rs üf'the spccial¡:rtrjccts are prc$entcd in l'abie I and lurtherdesclibed bclow: t3l{) I9r20ì{} l)rr¡f¡ri¡rr l}rdgtt lìl¡ckhauk (ill;\l) Pl¡rn of Cr¡ntrol It is anticipated that;\nrendnrent 3lo thc Plan t¡l'C:ontrol will be prescnted 1o thc Lloarr.l which u'ill contailr certain nrinor. but neccssar.ç. clalilications in the language. Iisfimatetl Cost 545,û00 Ilcscn'c Sfudv Llpdate 'l'he Lf lackharçk CìlIAI) rcservc lirncl sludy r.vas originall;* conrpleted in FY2002-?003. An extensivc updatc to lirc trrlan rvas cornplctecl in l'iscal 1'ear 2012-2013.'l"hc rescrve study lìnlctions as a pro-fbn¡:a anal"vsis ol'the lì¡"ranci¿rl needs ul'the ßlackhawk Gl'{,{D" Il scrves as a lool to calculstc the an¡rt¡ol contrihution rcquirsll tr¡'1hc CIIAD tc huild and nraintairi sul'l'icienf fir¡lds fbr enrergerrcies and capital rcplaccnrcnt prögrâms based on pílst \\'cathcr panenl$. lanclslirir: repnir cosls. and general attrition. llistorically, as a resul¡ c¡f'se\,erc rl'irrters" draws hale heen necess¿ìry on the reser\,'e fund. \Vork has bc'cn completed ort an indepenrlcnt anal,l'sis r:Í'the f'und lrealth and n¡ethodologics, 'l"his analysis has becn used in upclating thc prcl-lbrma ¡rlan nntl prnvicles instruction to (illAl) m¿rnågen'ìürll ¡rs to thc necessaq¡ reservc de¡nands over tilne. listimated Cost S15,00û Spccirl Stutlics .l'lie lllackhan'k üI.|,,\D intends 1o continr¡e targeted. and site-specifìr: sturiies in the aleas of liscal ¡rolic¡' ancl geologic risk. 'l'hc GI:1.ÀD. non,irl it* ì4t¡ year, has thc unique opportunit¡, rr: ucldress rrtany olthe issues surounciing long-lelrn viability and suslainabilit,v, u,ithin clrarrgirrg cnr,irorl¡lental anel h¡rancial conclitious, t-jsing e.rl¡rirical elata. rvc çíur ¿rssess potentiâlly incrcasing linancial loads and gcologic risks that nra), acconlpan¡'lhc m¡r{uration process ol'this rJistrict. Wc arc ct:nficlent lhal lhcsc stuelics have produced ancl rvill continuc tö produçc bcncficial rcsults. "l'lre Specill fitt¡dies pÌ'ûgr¿ìnl h¿s bccn subst¿rntiallS' expandecl this year tei ¿rccounl lor ¡:ro.iected ccsts incurreil to cottlinue sitc spccilic sludjes $urrúntly utrdcnvol,. Iìstim¡rted Cust 5200,000 Inf'rrrm¡rtion Svsfem.r and Trchnrlogv 'l'hc lllaukha*,k Gll¡\l) has corn¡rlctecl an upgrade to i1s ÇlS svs{em to includc all of'tl¡e (ìll,¡\l)'s d¿la collcction anel rnoni{oring opcìrflÎi{rls.'l'hc s1'steni is no*"l-ull1,o¡:cratitxlal and is lurr lì"orn inlcnlal scr\rers. cornhincd lvitlr secure ancl privale "cloucl" $toragû. 'l'lte ri:cord an¿i tuol thal this sl,slenr olïbrs fircilitatcs thc üc¡reral N'fanager's abilitl, to loc:alc post rcpûirs ând lussist il: a variet)' oT' risk asscssnìcnts rvithin the llistrict. llpgrades lrflvc nrl* ¡rrovided nclclirional slate-of"-tl¡e-art sccurilv and reduncJsncy f'eatures not histr)rically availablc, As û resull of an independent evalualior'¡ ol'the lllackharvk Cill¡\D's inl"crnlaliurr systems conducled in 2012 and again in 2til5. the üllAl) hits nrodenlizcd its l'l's,vstenrs ancl security. l(l I (-)i2(ll(l l)ropr',rrn Ilutlg.ut 1.1 lìl¡rckha*'k (il l¡\l) Adtiitionalll'. the GHAD website *'lvrï,hlackhawkgh_ad.coIl has continued [o ¡:rovide a mechanis¡¡r to tlisseminate infonrration to our constituenTs. It is anticipated th¿rt rvcrrk rvill conti¡rue o¡¡ enha¡rcenrents to the CIIAn CilS during this tenn. Work will include, inctrrporating access lcatures to {.lafa and graphic represctrìtítlions, and irr:provinu the perlbrnra¡rce alrd usabilitl,of the site. Eslimnfed C'ost s35,0{}û Accounting System Lj¡rsratle llc,riodic upgrade.s are rìecess¿ìry to ertharlcc accounling systcnr capabilitics. 'l'f¡rr Illackharvk(ilt¡\l) t¡tilizes expcnse accounling sofìwarc to ossist in rcporting and the rlay-tu-cia¡- opüration r¡l'the District, Conlinued âcconnling $.\'s1ems enhancerncnts u'ìll bc irnplcruentcd allowing tnnre data entr)'strearulining^ cnhanccd rcllortirl$" and qualit¡'cclntrol üssurûncc pror.:eclures- auurlerrting lhe curre¡rl s!'slenrs. Estimnted Cosl 55-000 Prr¡cedurus l\'Ianual 'l'he lllackhar.vk CHAD continualll' upgradcs proccdures and ¡nodiJìcs plans to incorporate nçrv technologies that ¿lssist the GIIAD í¡l tielivering lhe highest level o1'scrvicos, P¡:ocet'lures rçquirt: certain nlaclilicat.ious antl enlranccnlenfs ¿:s ner.v methoclologies are it¡1loducecl alrcl incorpornted into the GIìAD Stantlard O¡:crration Pr<¡cedures. Ce{ain linancial ancl operations prcccelures ltavc been inslitutionali¡-ecl rvithin the prograrn. ¡\dcJitional proccdures will be incorpcrllecl ln fìrnher delìnc ¿lnd sta¡rdardiz-e thc lìrllcirving areas: ¡ Preventive VIai¡rlenance/()pcratittrrs r Slalrclard Fonlr Cnnlrauls {lìr'aluation) ¡ ¡\drninistrative Pror.'ctlt¡res ( iivalt¡alion) Estinrutrd Cosf S1,00û (lo¡rr r¡¡ u n ic¿rtions Pl¿¡n 'l'hrr Illackharvk CIIAD nlai¡rtains ¿r communicatiotts plan designed to keep conslitucnts cu¡'rent cn (ill,AD opcrations ar:d dcr,clupillcrllri.'l-lre ¡rlan ar-ldresses seve¡:al venuss ar¡cJ mecliunrs in *,hicir to clisseminate inlbnrration x'itltin this dislrict, and to olher concerncd ¡:arties, and f<l cst¡rblish clear and acccssiLrle channels fi¡r ccm'nttunit-v interaction.'l'he CllÂl) hils norl' inrplenrcnted a rveb page f'or public inlìrr¡nation and a nrul{i-pagc inlirrmatio¡lal brochure has l¡een r:orìrple ted and distribuled lo irtterestcd I Ionrt-orvner Associalions {11().{) that tiescrities thc (ìll.{D a¡lcl its responsibilities and linritatio¡ls, ÀdrJitionall5," the Cenmal h4arragcr rvrites ¡rc.riodic ¿rnif lcs lbr the Il()¡\ nerr'sletter. E.rtinratetl Cost 52,500 2tll 9¡'2()l() l'rogritrtt [:lutlgut t5 lìlackh¡¡rt k ( il:l¡\l) Outrench/Lesislatiye Revierr Ca lifornia As.sociation of (j H A Ds (CAG I"l A llsì ñl em bersh in/l nsurance 'I'he prolifur¿ìliorì of'nervCl'lÂDs within Calil'ornin has resulted ilr new legislation and acloptcrl procedures.'l'he Blackharvk üllAI) l\4anagcr" in association rvith o{hers. shares inlcmlalion an*j k¡rou,ledgc through a cortsorliun¡ ol'üll.{1.) rnan*gcrs knou,n as {he CalilÌlntin ¡\ssocialion ol(ili¡\Ds (CÂüIlÅDsJ. The CA{ill^,D has recerill¡ t'¡btained General Liabiliti,palicies f'or ils nrenthc¡'GllADs. Policl'prcntium costs have risen rl'itlr ¡'t{:\\.., nlore cunrprehensivc. covsrage lirr thc Illackharvk Cl{Á,D a¡rd are approximotel.v $ll,û00r. Adclitionally. thc GIIAI) ¡nanager p¿lnjcipates in thc C'¡\(ìllÂDs as the organizatiolt pursues othcr lìnanciôl instrüncltts tltat nrav provitlc'the Blackh¿rrvk üllAD aelditiolutl ûplions ltrr extraortlinary event financinl ¡rlannirrg" lrr 2l)l(r, the CÂûÏIAD Board acloptccl â rle\\r lbe scherluh. rcclucing the annual ûllÂD lbes lbr rnembershi¡: by 50?i, Ílstimated Clcsf $l3,5llü Administration 'l'he administr¿ltio¡: t¡l'the Blackh¡rvk (ìH:\D includes all costs associatecl rvith legal supporl. ofïìct: elipetìscs. staf Tirrg. ancl accr¡untirrg. Lìriel'rlcscri¡rtions äre presentrcl helorv. Leeal üenffal Counscl * I-ìlackhaurk üllÀD n'Ìíur¿rgen1('r11 nrust interacl regultrl¡r rvith ülìÅD Clounsel. l'hc cla¡,-to-rlay operalio¡ls olthe fil"lAD prcscnt m1'r.iad ripporiuniries s¡¡rÌ issttcs Io n'ork riircctl.v rvith ÇllÀD coullscl. i¡r tl¡c areas ol'contracrs. agrcenl{"Ìnts. íssues Ðr new busiltcss lo prcsent (o thc lio¿rrrl. lcgislatiorr" ¡rropert¡. orvne¡" issucs. ctc, Iistim¿teel Cost $50,00û $pecial Cor¡nsel * Illackh¿r.vk üllÅD manflgerììerl1 requìres the seri'ices ol'special col"lnscl tionl tinlc 1o finrc in the areas r¡l'litigatiou and r¡thcr legal crtncerns" {.ulienrl¡' spccill legalcounsel is advising the [il.l,4,D in a r.arietr,of'legalÍircas, l)stimatedCost 540,${X} Sta ffins/.,1d m i n istraf ive Sun nort 'l'he ßlackltarvk {ìl l,'\D stafl'includes the fieneral }v{crrager. a Conslfuctian Servicqs Manage r. an ¿\dl¡inistration N'lanttger and f'rcquentll' otlrer $uppr)n stall' ar¡d r,or¡sullilrg profbssío¡als. J'lic (ìencral lVlanager adnrinisters all {"ìHÂD ria¡-to-day, o¡:erations. including ûnancial budgtting and contmt¡nic¡ttions regarding its activities, 'l'he Clonslmction Services Manage,r, tìl'rìollg t¡ürcr t¿¡sks. adnliltistcrs the Ma.ior Prolc:cts and Prer¡entive MaintetìÍtrlce Prograrms an<J associatcd rvork scheclules. consulting ancl conslruclion contracts. ûnd clocurllenls. 'l'he adr¡li¡ristrative stafl'is responsiirlc'l'or accounting/bookkcepirrg. contrflcl adminislration. :t  lnnrt'etlnprchensivc policy rvnr obtaìn*cJ in ?017 rrilh a ¡rrcrrriunr jncre¡se 2i)19¡3t)!il l\'*grarn lìuilgct l(t lll¡r:kh¡rçk (illÂl) clerìcal. anrl co¡rstructior¡ rllan¿rgrJnlurt supporl. Årlditianal nlilnägemcnl staf'f cc¡sls ttre also applicd to s¡recifìc projccts as a¡r¡:ropriate. Aulhtx'izeil husiness expùrlses such as rertt. ollìce supplies anr:l lcases are inclur"letl in Staffìng Estirn¡rftd Cost 526ó,{100 :{) I 9r2l}i(} I'rt¡rrirrrt lìrtìgct t?IJl¡eklra*L {iIl.'\i) RECOMMENDATION(S): ADOPT Hillcrest Heights GHAD Resolution No. 2019/01 adopting the GHAD budget for fiscal year 2019/2020 and updating GHAD Manager payment limit under Consulting Services Agreement, as recommended by the GHAD Manager. FISCAL IMPACT: The GHAD is funded 100% through assessments levied on properties within the GHAD. Therefore, there is no impact on the County General Fund. BACKGROUND: The GHAD Board is requested to adopt budgets for the GHAD operations each fiscal year. The GHAD Board is being requested to adopt the fiscal year budget for 2019/2020 as prepared by the GHAD General Manager, Sands Construction Co. which is attached to Resolution No. 2019/01 as Exhibit A. In addition, the GHAD Board is being requested to approve the GHAD General Manager payment limits under the existing Consulting Services Agreement (approved on October 7, 2014 pursuant to Resolution No. 2014/02) as required by that Agreement. The payment limit for the GHAD Manager for FY 2018/2019 was $48,000. The budget attached to Resolution No. 2019/01 identifies the payment limit for FY 2019/2020 at $50,000. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Amara L. Morrison 510.834.6600 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: June McHuen, Deputy cc: D.11 To:Hillcrest Heights GHAD Board of Directors From:Patricia E. Curtin, GHAD Attorney and General Manager Date:June 18, 2019 Contra Costa County Subject:Hillcrest Heights GHAD 2019-2020 Budget CONSEQUENCE OF NEGATIVE ACTION: The GHAD will not be able to continue operation starting July 1, 2019 if the budget is not approved. AGENDA ATTACHMENTS Hillcrest Heights GHAD agenda Hillcrest Heights GHAD 2019-2020 Budget Hillcrest Heights GHAD Resolution 2019-01 MINUTES ATTACHMENTS Sigend Hillcrest Heights GHAD Res 2019/01 017584.0001\5486918.1 GHAD BOARD OF DIRECTORS HILLCREST HEIGHTS GHAD BOARD CHAMBERS ROOM 107, ADMINISTRATION BUILDING, 651 PINE STREET, MARTINEZ, CALIFORNIA 94553-1229 JOHN GIOIA, Chair of the GHAD Board CANDACE ANDERSEN, Boardmember KAREN MITCHOFF, Boardmember FEDERAL D. GLOVER, Boardmember DIANE BURGIS, Boardmember MEETING AGENDA June 18, 2019 Geologic Hazard Abatement District (GHAD) Board of Directors for Hillcrest Heights GHAD: Time: 9:00 a.m. Hearing to consider: 1. A Resolution to Adopt the GHAD Budget for the 2019/2020 Fiscal Year and to update the GHAD Manager payment limit pursuant to the Consulting Services Agreement as recommended by the GHAD Manager (Resolution No. 2019/01). 017584.0001\5489109.1 THE BOARD OF DIRECTORS OF HILLCREST HEIGHTS GEOLOGIC HAZARD ABATEMENT DISTRICT Adopted this Resolution on June 18, 2019 by the following vote: AYES: NOES: ABSENT: ABSTAIN: RESOLUTION NO. 2019/01 (HILLCREST HEIGHTS) SUBJECT: Adopting 2019/2020 annual budget and updating GHAD General Manager payment limits under the existing consulting services agreement. WHEREAS, on May 19, 2009, the Contra Costa County Board of Supervisors adopted Resolution No. 2009/02 approving the formation of the Hillcrest Heights Geologic Hazard Abatement District (GHAD) and appointed itself to serve as the GHAD Board of Directors. WHEREAS, on May 19, 2009, pursuant to Resolution No. 2009/02, the GHAD Board approved the consultant services agreement with GEOLEX, Inc., to act as General Manager for the GHAD. This Agreement, in section 1(e), requires the GHAD Board to determine by resolution each fiscal year the payment limits for GHAD General Manager services. WHEREAS, on October 7, 2014, pursuant to Resolution No. 2014/02, the GHAD Board approved the consultant services agreement with Sands Construction Co., to act as General Manager for the GHAD due to the resignation of Bill Wigginton of GEOLEX, Inc. WHEREAS, the GHAD Board of Directors desires to adopt the budget for the fiscal year 2019/2020 prepared by the GHAD General Manager, Sands Construction Co., attached hereto as Exhibit A. The budget attached in Exhibit A identifies the GHAD Manager’s payment limit at $50,000 under Administration. The Board of Directors of the GHAD HEREBY RESOLVES THAT: 1. The GHAD Board approves the GHAD budget for the 2019/2020 fiscal year attached as Exhibit A and incorporated herein by this reference. 2. The GHAD Board adopts the payment limit for General Manager services at $50,000 for fiscal year 2019/2020 as set forth in Exhibit A, and incorporates this payment limit into the consulting services agreement. 017584.0001\5489109.1 3. The recitals are incorporated herein by this reference. This Resolution shall become effective immediately upon its passage and adoption. Approved as to form: ___________________________ Patricia Curtin GHAD Attorney THE BOARD OF DIRECTORS OF HILLCREST HEIGHTS GEOLOGTC }J.AZARD ABATEMENT DISTRICT Adopted this Resolution on June 18,2019 by the following vote: AYES: C. Anderson, D. Burgis, J. Gioia, F. Glover, K. Mitchoff NOES: 0 ABSENT: O ABSTAIN: O RESOLUTTON NO. 20t9l0t (HTLLCREST HETGHTS) SUBJECT: Adopting 201912020 annual budget and updating GHAD General Manager payment limits under the existing consulting services agreement. WHEREAS, on May 79,2009, the Contra Costa County Board of Supervisors adopted Resolution No, 2009/02 approving the formation of the Hillcrest Heights Geologic Hazard Abatement District (GHAD) and appointed itself to serve as the GHAD Board of Directors. WHEREAS' on May 19,2009, pursuant to Resolution No. 2009102, the GHAD Board approved the consultant services agreement with GEOLEX, Inc., to act as General Manager for the GHAD. This Agreement, in section 1(e), requires the GHAD Board to determine by resolution each fiscal year the payment limits for GHAD General Manager services. \ryHEREAS, on October 7,2014, pursuant to Resolution No. 2014102, the GHAD Board approved the consultant services agreement with Sands Construction Co., to act as General Manager for the GHAD due to the resignation of Bill Wigginton of GEOLEX, Inc. WHEREAS' the GHAD Board of Directors desires to adopt the budget for the fiscal year 201912020 prepared by the GHAD General Manager, Sands Construction Co., attached hereto as Exhibit A. The budget attached in Exhibit A identifies the GHAD Manager's payment limit at $5 0,000 under Administration. The Board of Directors of the GHAD HEREBY RESOLVES THAT: 1. The GHAD Board approves the GHAD budget for the 201912020 fiscal year attached as Exhibit A and incorporated herein by this reference. 2. The GHAD Board adopts the payment limit for General Manager services at $50,000 for fiscal year 201912020 as set forth in Exhibit A, and incorporates this payment limit into the consulting services agreement. 0 l 7584.000 l \54891 09. l 3. The recitals are incorporated herein by this reference. This Resolution shall become effective immediately upon its passage and adoption. Approved as to form:ççrs- Patricia Curtin GHAD Attorney 0l 7s84.000 1\s4891 09. I Prt¡gram Buclget HILLCREST HEIGHTS G$OLOCIC I'IAZARD ABATEM ENT D¡STR¡CT l;ls*(lA l. YliÅ R 20 I 1r-2{i20  t,t{ ¡ ¡. ?l} I r) Exhibit A HILLCREST HEIGHTS CIOLOG IC I.I ÂZA RD,4 I}ATEL.I EN'I D ISTIìIC'T May 06. 2019 Hillcrest lleights GHAD lloard of Directors clo Supervisor John M. Cioia (Board Chair) I 1780 Sarr Pablo Avenue, Suite f) El Cerrito. Calilbnria 94530 SUIIJEC'I: Program Budgtt for Fiscal Year 2019-2020 Hillcrest Heights Geologic Hazard Abatement Districf Dear Board Menlbers Atrached please fincl the proposed prograril buclget liir the l-lillcrest l{eights Geologic lJazard Abatenrent District (l{illcrest }{eights Cl-tAD, C}IAD or District) tbr lÌscal 1,'ear 2019/2020. The proposed fiscalyear budget totals $172,400. rvhich falls rvithin projected ¡'evenues and anticipates a $40,472 contribution to lhe reserye fìrnd. At the tinre of this publication. it is expected that the fund balance on Jr¡ne 30.2019 will be appro,ximately $l ,179,63(). A l'und balanceol'$1,2?0,108 is projectecl{orJt¡ne 30,202A. '['here are fcrur major budger categories" tlreir rcspcctivc buclgel expenscs break clown as follotvs: ìVlajor Pro.iects Preventivc' Ma i ntenance and Operatitxs Special Projecls Adnl i¡l istratiott. l,egal. Accounting I I percenf 28 percent 23 prs¡çs¡¡¡ 3 I percent BACKG}ìOLJNt) On July 23, 1996, the Contra Cosfa Board of Supervisors adopted Resolution 961239 approving thc ft'rrnrarion of the lJillcrest Fleights Geologic l-lazard Abatenrent Dis¡'ict (l'lillcrest l{eights GIIAD), locarecl in rhe hílls ol'Ë,1 Sobrante, rvithin the jurisdictíon of Contra Costa Counfy. The llillcrest l-leights Cl-lAD rvas f'onled pursuanl to State Public Resources Cotle $ 26500 et seq. The Board of Supcrvisors al tlrar rime appointed itself asthe Board of Directors of'the [{illcrest [ìcig]rts Oll^D. Iìesolution 9'll178 aclopted on April 1,1997 hy the Board of Supen'isors. acting as the l-lillcrest l-leights Boarcl, confinned the assessmenls lbr the districl and ordered tlre collectio¡l of lhe amounts called ftrr in the Âsscssrrrenr Report.'l'he initial fìscal ¡,ear for the Flillcrest l-leights Cìl'lAD rvas establishcd as 1997- r 998. A l5-lot subclivision also colnpleted in El Sobrante knorvn as Spanish 'l-rails rvas annexed in 2008 to the l"lillcrest Heights CHAD and on February 25,2009 the Notice of Assesslnent was recorded, Âssessnlents rvere levied on rhe l5-lots beginning liscalyear 2009/2010. ìl{aintenance lransfbr to the }Jillcrest ileights Cìl-i,AD {'or the activilies pursuant to lhe approved Plan of Clontrol occt¡rt'ed on February 5" 20 10. A 32-lot subdivision atso located in E,l Sobrante krrolvn as Edgentont (Co.lina Canyon) was alsr¡ annexed to the Hillcrest lleighfs GHAD on lvlay I 1,2010 with thc F'inal Map and Notice of Assessrnent recorded onJuly 29,2010. ConsTruütio¡l contmenced on a nunlber of model homes and activities halted and thc subcJivision re¡nains in this condition at this ti¡ne, although the district is receiving revenue I'rom tot assessrììer'¡ts. Maintenance transfer to the l-lillcrest Heights GHAD has not taken ¡:lace and therefore the clistrict is nol currently providing se¡vices. As a percentage of the buclget, the Major Projects Progranr will utilize a portion this year within the custonary nonns. l¡l an effort to addrcss localized groundwater conditions within the Spanish 'Irails subdivision, an array of horizont¿l drains have been installed. Fiscal year 7019'2020 u'ill foct¡s prirnarily on contiriuation of additional lvlajor Projects consisting of trvo primary studies clesigned to I'urlher assess inst¡unlenlation eff'ectiveness ilr providing nrarkers that may inclicate the potential for land movetnent, and studies focusccl on localized and regional slope stability analyses and groundrvater condifions. 'l'he Preventiye þlaintcna¡ce Program rvill focus on efl'trrts to complete asset site restorations. The program rvill pursue anal;,sis and upgrades to all instnlment and asset sites and the associated data c6llection to ensr¡re all predictivc features of these instn¡mentation sites are fully realizetl. Speciläcally, lve rvill target the f'ollorving progran elenre¡rts - Concrete lnterceptor Ditch Systerns (Repair and Replace Program); lhe Llorizontal Drains (Site Maintenance Progrant); the Piezometers (Site Mainte¡rance Program); and the Soil Debris Benclrilmpact Walls (Maintenance Progranr). The Operations Program will coniinue its cxisting monitoring profìle through this periocl. and rve are curently beginning a study of accrueci empirical data from its many monitoring assets in an effo¡'t lo further expc,se any notable trencling ttrar nright occur over signifìcant periods of ti¡nc, thereby redrtcing risk exposure. Cunently, The National Oceanic ancl Atr¡ospheric Adrninistratiort (NOAA) predicts El Nilio neutral conditions in the Southem Oscillation; however. early probability forecasts have ofìen changed throughoul the summer months. 'flre Special Pro.iects Prograrn rvill be directed, in part, to analyzing the Plan of Control and other essential documenrs that establish and direct the l{illcrest l-leights GHAD. Prelinrinary reviel urill be initiated to assess the need to conduct a formal Ilesen¿e Study that rvould serve to test, identify rveaknesses, ancl expose any necessary adjustrnents to the criteria or methodologies utilizecl in the progran and anticipatc rcvenue ancl reserve demands, Adclitional studies ntay include assessing the feasibilif¡" of integrating a Ceographic Infonnation Systern (GlS) into the Hillcrest I leights program. This budgct arrticipates continued strengthening and building eflciencies within the Administratio¡l Program, General legal counsel u,ill contirìue to bc provided by the l'lillcrest l-leights GHAD Board appointed aftomey, Patricia Curtin of Wendel, Rosen, Black & Dea¡1. LLP. A sun¡nary of'1he expenses is shorvn on J'able l. pages 4 and 5, filllon'cd by brief descriptions of each of the budget ilems t¡n pages ó through 12. Respectfu lly' )'ours, Hillcrcst Heighfs Geologic tlazard Abatement District Michacl D. Sands Sands C'onstrttcliL)tl C'ont pan¡-, I nc General l\4anager Distribution list: Hillcrest Heights CHAD Boarcl of Directors: Supervisor John M. Gioia (Board Chair) I 1780 San Pablo Avenue, Suite D Ëlcenito, cA 9453CI Supewisor Candace Anclersen 309 Diablo Road Danville, CA 94526 Supervisor I)iane Burgis 3361 Walnut Boulevard, Suite 140 Brentwood. CA 94513 Supen'isor Karen ïvlitchoff 2l5l Salvio Street, Suite R Cc.rncord, CA 94520 Superr,'isor Federal D. Clover 190 Ë. 4¡lt Street Pittsburg, CA 94565 GHAD Attorncy: Patricia Curtin. Ilsq. (l{illcrest Ileights GI"IAD Attorney) Wendel Rosen Black & Dean. LLP I 1l I Broadq,ay, 24tl' Floor Oakland, CA 94607 CHAD Treasurer: Mark l. Miller Waten¡ark Asset Maltagemenl, Inc. 2010 Crow Canyon Place, Suite 210 San Ramon, CA 94583 Hillcrest Heights Geologic Hazard Abatement District Program Budget Fiscal Year 2019/2024 The lbllowing proposed line itern prngram budget ('I'able I ) sunlmarizes the anticipated experrditures lbr liscal year 2019nA20 f'or the Hillcrest l-leights Ceologic Flazarrl Abatement District (l{illcrest I.leights Gl{AD, G}-lAD, or District). l-hrough an ongoing assessment. the manager evaluates and adclresses geologic risk lhrough the im¡:lernentation of' an annual progrant budget consisting of tbur ntnjor categories. Preceding I'able l" and directly belorv, is a general oven'iel description of the fbur nrajor program elemenls within the budget. itrl aj or Proj ecls Progra m 'l^he annual Ïvlajor Projects Program includes; landslide repair projects. drainage improvenrent pro.iects, ancl capital improvement projects necessary to either co¡rtrol. nritigate, or prevent landslide activity. Other large prog[am responses necessary to in:plement the Plan of Control, including specitrc purpose studies and investigations. may also be included in the Major Projects Prograt'n. Generally, for consicleration of inclusio¡r into the Major Projecls Progrant, a project or study vvould repressnl a level of complexity requirírrg plans. specilÌcations, and comprchensive engineering analysis including nrocleling and lesearch, or a project rvitlr a prolracted scope such as those requiring multiple regulatory agenc)' approvals, Most Ivlajor Pro.iecrs have ¿ì pro"iected cost that exceetls 525,000. I-listorically, the Major llrojects Program has been comprised crl'signitìcant landslide repair projects and other responsìve large projects: a1 olller times" it has incluciecl programmâtic studies and investigations r"rsefìrl in generatitrg proactive res¡ronses. I'his diversity ol'proiects demoustratcs the irnportance ol a tlexible N4a^ior l)rojects Program structure that aclapts between responsive and proactive needs anci capabilities to manûge the dvrramic nature ol'larger scale geologic events. Prevenlìve Mainlenance and Operalions Progrant The annual Preventive l\4aintenance artd Operations Progrant i¡lcludes all nrinor repait's, cleanup, maintenance, monitoring ancl replacement o1- draìnage slructures and other ¿ssets that clegrade ovsr a scrviceable lilè. The goal of prevenlive ¡naintenattce is tci keep assets in operational contlitio¡l and identili pr:tential siope statrility risks befìrre tlre¡,' rrranil'est, alloiving measures to be taken to either prevent. or mitigate the impact o1' thcse hazarcls as defined in the llillcrcst ì-leights CHAD Plarr of'Colttrol. T¡,¡lical Íiillcrest l-leights GHAD assets include concrete linecl dirctles, subc.lL'ainage systems, glouudrvater nreasuring instrunenl¿¡tion. slopc inclinomelers and moisture gauges, and slope clebl'is catchment fèatures. :("t l 9t?(l?0 I'rr.rgranr l-lurlgr't I lillurcsr I lcights {-ìl lAl) l^he Prevenrive ìVlainte¡lance Program also includes preparations fbr entergency response, winterizatior'ì nlcâslrres including erosion ¡rrotection and slope stabilization supplies, and instnlnlent Inâinlellance. The Operations Progrtrnr is primarily populated r,r'ith scheduied instrument rnonitoring evenls. Data from these instnìments are evaluatecl to establish risk and trencls in an effbrt to avert landslide activit).'. In addition to the itìslrumentation moniïoring program. the Operations Program conlains the Incidenl Response ¿urd Community Relations Progfan, which incorporales conrprehensive first respouse capabilities, ancl fosters community incident i nteractiort. Specíal Projecls 'f'he Hillcrest I{eights GÍ-lAD pursues ongoing and nerv ¿ìct¡vities identifìed as "special Ploiects". Special Pro.iects inclr¡de activities requested by the Èìoard suc.h as the Conrnrunications Progranr, and projects and studies designed to improve the District's operational eflectiveness and insure lìnancial solvency. Special Projecls also inch.rde utilizing nerv technologies to increase the el'ficiencies of the day-to-day operations. Administrøtion Administrative expenses arc required to operate the l-lillcrest Heights G}IAD and implement projects. Acl¡ninistrative expenses inclutie personnel a¡rd consultants tc) nìanage the operations inclucling: the Gene¡al Manager, Ad¡ninistrative N4anager. Coustruc¡ion Seruices lvlanager. certain clerical ancl accounting staff, consultanls, and legal support. Witli respeqt to the General lvlanagement ol'the l-lillcresT I-leights GIIAD - l'he Hillcrest I{eights GIIAD Boartj of f)irectors through Resoiution 2018/01, among otherbusi¡ress, established a Consulting Sen,ices Agreenrcnt r.vith Sands Construction Company. Inc. to act as Cencral N4anager.'ì'he pavrncnt linril cstablishccl {ìrr a ternr through.lune 30, 2019 was 548,0û0: tlie proposed payment limit through June 30,2020 is $50,000, The scope of'services for thc Cìeneral N4anager inclucle: rnanaging the day-to-da,v opcrations tlrough irnplementaticx ol' tlre rìecessary financial recorcikeeping and reporting; upclating and maintaining governing docunrents, such as the Plan of' Control; and mernaging a¡ld upclaling adnrinisil'ative tools such as the Resen'e Study,, Ccr¡rrmu:ric¿rtions Plan, Work Program and Ì\4onthly Incidenl l-og. The Gc¡ieral Manager Consulting Serviccs Agrecment provides lbr certain administrative positions including. but not limited to. a Oeneral l\4anager. an Atlnrinistrativc' Manager, a Clonstruction Services Manager ¿rnd ¿r Nelrvork Ad¡linistrator as rveìl as overhead cosls. such as office space renl. oflrce supplies and postage. With respect to the Clperations of the I'lillcrest lleights GHAD" tlte scope ol'services fcrr Operations include: implernenting the lr4ajor Projects a¡:d Preventive lvfaintenance Prograrns through fìrrccasting q,ork schedules and ¡rriorities, prcparing Requests frlr Proposals. and nranaging maintenance ancl repair operations rvithin the ì!{ajor Projects and Preventirre Maintenarìce Progrilnts. 'l-hese services include projcct managemenl an<J constructitll managentcnt: and pre¡raring fbr and responding lo e,nergenc--v incidents. 2011,i2020 l)rogrtrrn llrrrlgct 2 llillcrost l{ciglrts (ìÍlr\I) l'he Ceneral Manager rvill retain the necessary professionals, including without limitatiorr: engineers, accountirrg professionals, and vendors to f'acilitate the operati.ons oJ'the llillcrest l-leights GHAD. The General Manager Consulting Services Agreemenl and associated budget allows for the conditional use of subcontractors such as administrative sub-consultants and engineering or conslruction sub.consultants within the pay'ment limits of the Consulting Services Agreement. A sunrmary of the proposed Fiscal Year 20i9Æ020 Budget is presented in Table I on the follou'ing pages. t20 M;2i)20 l'r'txr¡nt IJuillr't llillcrcst ì [:ight.s ül lAl.) Table I - Summa of Fiscal Year 2A1912020 Bud % of 'lbtal Budset Budget AmountBudget Item IVIaior Repairs r 0.000Study - Instrument Restoration/R r 5.000Study - Slope Stability Analyses 5.000Unanticipated Sites $30,000 l'8o/oTotal Møior Proiecls Preventive Maintenan erations Preventive IVlaintenance Drainage Storm Drain Facil 500 Il-58 Concrete Lined Ditches M aintenance/Clean /Map 4,500 and e 2,000 2,500 Subdrain, Systems 3,000 Horizontal Drains 3,000 Subdrain Outlets 2,000 Piezometers 2,000 Settlement s00 M 3.000 Winterization 2,000 E 3,000 Debris Benches/f Walls r.000 Suhtotal s29.000 erations 3.000 Horizontal Drain Monitori 3.000 Subdrain Monitorin 3.500 Settlement Moni 2.000 lncident Relatio¡rs 8.000 ^s s 19.500 Tolal Preve ntíve Mainlenance/OperflliU s48.500 28"/" .t:0 I 9110?0 Prt¡grat¡r Ilt¡dg.u'l I lillciest I lcights (ìl li\i) Budget ltem Budget, Amount. % of Total Budcet Special Proiects Plan of Control 30,000 Reserve Studv Update I,000 Special Studies 2,000 Infor¡¡ation Tech¡rol ogy I,000 Accounting Syslems Upgrade l¡000 Tax Assessment Calculation 1.500 Communications Program 2,000 CA Association oIGFIADs - Membership/Insurancc I,400 Tolal Special Proiecls $39,900 Xa/o Administr¡tion Legal fees General Counsel 3,000 Special Counsel Litieatior/Legal Concerns Staffi ng/Adrninistrative Support 30,000 A cco unti ng/B ook]<ee pi n g 17,000 TrainineiEducation 1,000 Offìce - Rent/Supplies/EquipnrenVlease 3,000 To I a I rl tl m í n ís t r øt io tt s54,000 31o/" Available Funds Estinrated Besin¡ring Fund Balance * July I , 2019*t.179.636 Estimated Properly Orvner Assessments Hillcrest Heights - $ 1.595.88 annually per unit x 65 units**r03.732 Spanish Trails - g 2,647.51 annually per unit x 15 u¡lits**39.713 Colina Canyon - $ I,450.85 annually per unit x 32 units**46.427 Estimaled Inlerest on Investments 23.000 Other Income 0 'I'otal Available Funds I.392"508 Uses of l'unds Maior Proiects 30.000 Preventive Maintenance 48.500 Special Proiects 39.900 Administralive 54.000 Total Use of Funds s172.400 Estimated llcsen'e Available/Ending Fund Balance .Iune 30, 2020 s1,220,108 TOTAL PROPOSED BUDGET FY2O19/2020 $172,400 1A0o/o * Pro.iecrtcd l;und llalancc clate of publicration, inclLrdr's estirnaled true-up revenue paylÌenf (June 2019) $9.4q.5.12 N* Estirnatcd'- Resot¡rce CPl, San f:rancisco Metr-opolitan Area - April 20l 9 .5l0ltll{)10 l'nrgrarn [ìuclgct I lillcrcst tlci¡:hls (il 1..\l) DESCRIPTION O}' BUDGET ITEMS Major Projects Study * lnstrument lìestoration ¿rntl Replaceme4t Typically. i¡rstru¡nent replacement ancl maintenance fàlls u'ithin the Il'eventive Tvlâintenarlce progrârn; holever, this ¡rroposed study evaluates the cunent program protocol a¡td I'tttlher identilies potential sites tbr re¡nedial installations or pror,isions. Preli¡iinary stuclies have identified scveral sites for restoration work or new replacement installalio¡rs, Estimatetl Cost S10,000 Studv - Slone Sta hiliÍ"- Analvses Slope u,eathering and changes in groundrvater levels over time can contribule to slope lbr additio¡ral study. instability, It is important for l-lillcrest lleights GFIAD rnânagement to Ìlake dynantic assessmenls to ensure design rhresholds âre mel in slope stability. l'his study n,ill acldress ser,eral potenlial sites ancl analyze conditions. Previous studies havc icjentifìetl potential sites Estimated Cost S15,000 [Jn:rnticinated Sitcs During beovy rain years, unexpeoled repairs âre necessaty lo avert or control l¿rntlslirles tliat nray iltrealerl propert),within the l)istrict. lt is vital tbr the manager {o retain the availability ol' 1'r-rncls N'ithin the Ma.jor lìepair Progrant to address such an event, It is also common to ex¡rerierrce a change in lhe pla.nned constructio¡l schedule 1o inclrrde aclditional sites. Knorvn sites can rise in priority throughout the year and additional sites nral' etnerge' Estimated cosf ss,ooo Preventive Maintenance and Operations Prevcntir,e Maintenance Prevelltive nlainte¡la¡lce genelally consists cll'those nteasures tirken to prevent an incident or landslicle eve l)t includiugl ¿ìsset ¡naintenance. cirainage struclures, iltstrument sitcs ¿nd rvillterizalir)r1 nleasurcs. Operations inclucle ongoing nronitoring programs and responscs to conrmunit-v requests. Details of'the proposcd budget fbr each of' these oategories are listed belou'. Storm D in Frcilities lN4aior Re n:rirsl In acldition to other drarinage systenrs such as Concrete Interceplor Ditches. Subdrains, ancl olher surface and subsurtäcc clrainage s),stenls. the I.Iillcrest llcights Gi-lAl) ntaintains an ó20 I 9,/2f )2() ì)rrrqranr Ilrrrl[lct I ìillcrc't ì lcíghts (if lr\l) iuventor"- ol'concrete drainage structures that lit¡nl tinre 1o tinle are in need ol-relìlrbishment or repairs. A budget has been established to ins¡rect these fàcilities and make anv necessary repairs, not covered rvithin the established ''lJ-i8 Druin .þterr,r -' Repair nnd Replucpmenl Pragram" scope. Estimated Cost 5500 B-58 Drain Svstems Maíntenønce * Allorvs for one major annual clearring and ma¡rping. ln addition, District stafl periodically walks the Il-58 systems to gel a tìrst-hand account ol the cuñent conclitions arid project sen,iceable lifle. T'his intbrmation. along rvith other empirical dats. is typically utilized in Reserve Stud¡' updates. With the extreme weather conditions last year and the related soil a¡rd vegetation load impacting the nelrvotk of B- 58 systenrs. rve have anticipated and allor.ved I'or a greater elìbrt to ¡naintain proper drainage fbr these facilities over the fìscal year. Estimated Cost $4,500 Repnír and ReplacenßnÍ - A detailed assessnrent lvill be perltrrmed to establish the existing ceindition of'the B-58 Concrete ditches throughoul the district. 1'his assessnre¡rt will serve to estalilish ¿l baseline fbr needecl repairs andior assessnlents as to the remainirrg seniceable lif'e o1'these assels to be utilized in resen'e study criteria. Estimated Cosf $2,000 Retention Basins There is one retention basin within ¡he district bot¡ndaries. This retentjon basin rcquires annual improvements and dc-silting eflt¡rts. With the extreme rveather conditiorts and the relatetl soil and vegetatiort load impact" inrprovernents were made to this lbcility during FYIT/18 and FYlS/19. We anticipate a¡rd allowed for a typical eff'ort to maintain proper drairrage fÌrr these fàcilities over this fìscal vear. Estimatcd Cost $2,500 Subdrai Svstems Subd¡ain systc'ms nrusl be ¡lonitored and mainlertance providccl to ensure the s1'stems havc nol been damaged or in-rpeded. This budget will allow f'or an ittspc'ction and ntinor mai¡lte¡rance ol these siles. fìstimatetlCosf 53,00{} Horizontal Dr4ins l'he District mt¡st prcx'ide ongoing maintenance to ensurrì horizonlal drains remain tl"rnctional. 'l'his budget will allorv fbr the co¡rlinued rnaintenance of-nc"rv installations fionr [:Yl6i 17. Estimated Cost 53,00ü 7l0 I9¡l()2() Prograrrt ISudlcl I lilicrcsr I lcights (;l lr\l) SuÞ3rain Outlets The llillcrest lJeights GI{AD is currently conducting ellbrts to iclentify, locale and make cleterminations about the effuctiveness of the nelu,ork of subdrains throughout the District. lt is anticipated lhat on-site restoratiorr rvork nray be necessary at some sites. ['his aclditional work has becn incorpo'atetl into this br"rdget ìtenr' Estimaterr cost $2,000 Piezometers The District reads and maintains piezometers which rneasure ground water elevations. A budget has been establìshed to provide fbr work to begin to restore the sites and install itler:titicatio¡r markers' Estimatert cost s2n000 Scttlement lVlonitors Over tinre. a nunrber of settlenlent rnonitors have been placed tltroughout dte developtttent, Thcse mo.nitors rvere, in large part. installecl as part of one s¡:ecific study or another and therefore are nôt continr¡al¡y monitored. Cr"rrrently 'ongoing monitoring progra¡ns exist irr several areas of the District' Estinrated cost ss00 l\,linor Renairs A br.rdget is establislred annr-rall.v lor minor projects establishing a provision lor irnanticipated minor projects within the Preventive Maintenance Program. Estimated Cost 53,000 Winterization 'Ihe District provitles an arurual buclget for procuritrg and storing an inventol'y ol'ninterizntion materials ancl to provicie lbr the costs olsite installati<¡n. Estimated Cost $2,000 Itmergencv Resnonse During the winter rain¡' season. lhe I'{illcrest l{eights G}IAD prepares for and nray respond to a rânge of urgent, ¿¡ctive or threâtcning larrdslides as rvell as drainage issues rvhere property damage is threatened. These incidents typically involve ¡lud or debris florvs, ¡:lugged stomr drains at the base ol'slopes or lloodcd prCIperties due 1o the overflow of runol'l'tiom pluggecl or dzunaged facilities. In severe cases these respon.ses can require the initiation of'temporary slope stabilization measures itt preparation lbr a ma.ior repair. Estimated Cost 53,00tl tì20 I 9i2()20 I'r'ogrirnr l)udget llillcrcst llci.ehts (ìl l,Àl) Debris Benches/l mpacf Walls llarthen debris benchcs and clebris impact walls exist throughout the district. It is esserrtial that these t'acilities are inspected tô ensure capacities and drainage have not been compromised. Annual inspections are made. and perioclic debris renloval plans are initiated. 'fhis year's budgct allc¡rvs fbr geotechnical evaluations and the periodic remor¿al of accumulated del:ris fiom several of'lhose benches identified during the study and routine monitoring events. Estimated Cost S1,000 0perations An inventor,v of on*site i¡rstrumentation including piezonreters, inclinor¡reters" horizontal t'lmins, sub-clrains. and settlenrent monuments are monit'ored periodically tlrroughout the year as a prevenlative measure. N4onitoring sites can be eptablished f'or a variety of uses. Often conrpleted repair sites require nronitoring to confirnr thât the slope lras been stabilized. Other sites have becn utilizerJ to indicate signs of unstable conditions developing and h¿ve beetr instrumental in dctermiriing slope conditions prior to the activation of a landslidc. 'I'lrrough the use of'collected data such as groundrvater de¡rth. magnitude of slope movement, deptlr ol'move¡nent and ground surfbce lnovement. the District has been able 1o arest slope nlover¡renl in advance 0f an incipient faih¡re. 'l'hroughourt lhe year. the Districl receives incident response or assistance calls fronr properly owners regarding slope stability or drainage issues. Community relations, including incident responses through the annual Operations Progranr has been i¡lstitutionalized as a role of' Flillcrest l-teights Cl-lAtl manägemenl. All incidents are recorded and nlove through the clistrict response ¡nechanisnrs as is appropriate and consistent rvith the Hillcrest }{eights GI{¡\D Plan of' Control. 'fhe I'lillcrest Ileights GI-ìAD lr4anager receives updales in long range weather and oceanic temperalllre changes through the National Oceanic and Atmospheric Administratio¡t (NOAA) ancl other scienlilìc and atmospheric agencies thal track data and produce probabilistic âssessmenls on the likelihood ()1'a recurrence of EI Niño conditio¡rs. Estim¡ted Cost S19,500 Special Projects DLrring lìscal ¡,ear 201912020 the District rvill continue several s¡recial, projects. ßrie1' descriptions of'thc'special projects are prese¡ltecl in'l'able I and hrrther described belou': 92t) I 9l:{12l) l'ro¡rranr lluiig.ct Ìlillcrcst Iìeights (il l"'\l) Plan of Ciontrol It is anticipated that an er,aluation and assessment of' the currenl Plans of Control fbr the l{illcrest Heights CillAD, including Spanish Trails, rvill be pulsued. in an etTurt to confirm operational compliance. Once an initial evaluation is conrpleted, consideration rvill be given to anrend the current plan to incorporate bistorical practices of the Gl-lAD and acknowledge technological and other procedural adva¡rcemenls. [istimated Cost 530,00{} Reseng Stu,tlv AssçÊsBent A resen'e study lunctions as a pro-lbnna analysis oJ'the fÌnancial needs of the llillcrest Heigltts GI lAD. T'he study serves as a lool to c¿ìlculate the annunl contribution required by the district to build and maintain sufTrcient 1ïrnds lor emergencies and capital replacement programs basecl on past weatlrer pattenls, landslide repair costs, and general attrition. As a result 01'severc 'ì,vinters, draws will likely be necessary in the 1ìture o¡r the reserve fund. Vt'ork is planned to er¡aluate and complete an analysis of tht: lund health and rrrethodologies. l"his analysis r,vill be used in establishing a pro-fbrma plan and ¡rrovidc instruction to lÌilluest fleights GI"IAD n'¡anâgemenl as to the ¡recessaty reserve demands over time. Estimated Cost $1,000 Snecial Studies The l{illcrest Heights G}lAD intends lo contirtue targeted stuclies in the are¡s of fìscal poticy and geologic risk. The I'lillcrest Ìleights GIIAD, now in its 23'd year. has the u.nique opportunir¡, to address many of the issues surrounding long-lernt viability and sustainability. within changing environ¡nent and financial conclitions. Using enrpirical data. u'e cair assess potentially increasing fìnancial loads and geologic risks that may acconlpany the maluration process of this clistrict. We are confìdent that these studies have producecl and wiil continue to produce [:eneficial results. 0stimated Cost 52,000 Infbrmation Svsfems and I'echnologt' The l{illcrest Fleights G}-IAD will consider integrating a GIS svslem to include all of the Gl:lAD's data collection and monitoring o¡reralions. 'l'he record ¿ind tool that this system oflèrs fàcilitates the Gelleral Ìvlanager's abilitl, to locate past repairs and assist in a variety ol'risk assessments u,ithin the District. Estimated Cost $1,000 Accountins System Ungrade Periodic u¡rgracles are ïtecessaly to enhance accounting systenr capabilities. I'he I-lillcrest I-leights Cìl{^D utiljzes expense accounfing sofirvare ltl assist in reporling and the day-to-day operation of the District. Continuecl accounting s):sle¡lls cnhancenrettts rvill be inrplenterrted 20ì9i2020 l)rogranr lìudg,cr l0 llillcrcsr l.{cights (ìllÄl) allowing ¡nore data enÎry streanrlining. enhanced reporting. and quality control assurance prricedures, ¿lugrrenting lhe current systcnls. Bstimated Cost $1,000 Tax Assessmenf Calculation Each year an assessme¡rt calctrlation is conduclecl to identifo and deternrine all qualifìecl parcels rvithin tire clistrict to reccive assesslrents for Hillcrest I'teight GT{AD services. Typicall¡'. the GI'IAD l\,lanager rvill contract these assessments to a firm that specializes in these services. Flistorically, the Flillcrest l{eiglils GHAD has provided this infbnnation through ils contracteci co¡rsultant to the County Assessor's Off-rce as required. Estimated Cost S1,500 Communications Plan The lìillcrest Ileights CHz\D nraintains a com¡nunicalions plan designed to keep constiluents L¡p to date on Hillcre.st Fleights CHAD operations ancl developments. The plan addresses several ve¡lues and n¡idiums used to disseminate infonnation within this district and to other concerned parties. ancl to establish clear and accessible channels I'or cornmunity interaction. The l"lillcrest l{eights C}{AD intends to implement a rveb page for public intbrmation, ancl a nrulti-page infcrnnational brochure to be available to interested llomeowner Associations (HOA) and stakeholders that clescribes the Hillcrest I'leights Ol{AD and its responsibilities and limitations. Adclitionally. the General Manager is available to write periodic arlicles for the FIOA newsletter. Estimated Cost $2,000 Q¡treach/l.,e.llislative Revierv California Association of GHADs {CAGIìADs) Membershinllnsurance 'l-hc plolifèratiolr ol'nerv CLI¡\Ds u'ithin Calilbrnia has resuhed in ¡lew legislationand adopted procedures.'fhc l'lillcrest Heights Gl{¡\D I\4anager, in association ivith others, shares information and knorvlcdge througl'¡ a consortiunr <lf Cl-lAD managers knorm as the Caliliornia Association of CltADs (CAGFIADs). 1-he CAGþIAD has recently obtained General Liability policies for its menlber CI"lADs. Policy premium costs for the Hillcrest Heights CI-IAD are approximalely $710.r. Adciitionall,v, the [{illcrest I'leights GHAD ¡]ranager parlicipates in the CìACI-lADs as the organization pursues other lì¡lancial instrumenls thâf may prclvide the Hillcrest l-leights Gli¡\D additioltal options f'or cxtraordinary fìnancial denland and planning. In 2016 rhe C'AGI-IAD I3oa¡'d adopted a ne\\, l'ee schedule reclucing the annual CI-IAD lèes fòr nrembcrshil: by 50'2ô. Estimatecl Cost S1,400 I A morc conrprchcnsive policy rtas obtainccl rvith a prcnriurn incrcase 20 I 912():0 I'rogront lÌtrdgct I I I lillcrcst I lcìglrts (ìl 1.,\l) Administration The administration of the Hillcrest Heigl:ts GI{AD includes all costs associated with legal supporl, offìce expenses, stal'fing, and accounting. Brief descriptions are presented below, Lesal General Counsel'* I-lillcrest Heights GHAD management must interact regularly rvitb Hillcrest Heights GHAD Counsel..The day-to-day operations ol'the Hillc¡est l-leights GHAD pr€sent myriad opportunities and issues to work directly rvith GHAD counsel, in the areas of contracts, agreements, issues or new business to present to the lloard, legislation, property orvner issues. etc. trstimated Cost 53,000 Special Counsel - Typically Special Counsel consists of legal representation in the event of legal issues that might arise, Cr¡rrently there âre no legal issues involving litigation. Estim¿te¿l Cost $0 Stâ ffi ge/Ad ministrfi¡ve Sunno rt The l{illcrest Heights GI{AD statl includes the General lvlanager, an Operations Manager, arr Aclministration Marrager and liequently other support staff and consulting prol'essionals. The (ieneral Ìr4anager administers all Flillcrest l{eights GIIAD day-to-day operations, including fìnancial budgeting and conrnrunications regarding its activities. The Operations Manager, trnrong other tasks, ad¡ninisters the Major Projects and Preventive Maintenance Programs and assclciated work schedules, consulting and construotion contlacls, and docun:e¡rts. The administrative stafT is responsible fbr accounting/bookkeeping, çoìrtract adrninistratio¡1. clerical, âncl constructio¡r nranagement support. Additional nlanagetrrent staff cosls are alst¡ applied to specifìc projects as appropriate. Authorizecl business expenses such as rent, of'fìce supplies and leases are included irr Stallìng. Estinated Cost $51,û00 lQ I I i?42(l l'r'ogranr lS udget t¿llillcrcsr I lrighrs (illAI) RECOMMENDATION(S): ADOPT Wiedemann Ranch GHAD Resolution No. 2019/01 adopting the GHAD budget for fiscal year 2019/2020 and updating GHAD Manager payment limit under Consulting Services Agreement as recommended by the GHAD Manager. FISCAL IMPACT: The GHAD is funded 100% through assessments levied on properties within the GHAD. Therefore, there is no impact on the County General Fund. BACKGROUND: On September 1, 1998, the Contra Costa County Board of Supervisors adopted Resolution 98/438 approving the formation of the Wiedemann Ranch Geologic Hazard Abatement District (GHAD) and appointed itself to serve as the GHAD Board of Directors. The GHAD Board is requested to adopt budgets for the GHAD operations each fiscal year. The GHAD Board is being requested to adopt the fiscal year budget for 2019/2020 as prepared by the GHAD General Manager, ENGEO, Inc., which is attached to Resolution No. 2019/01 as APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Amara L. Morrison 510.834.6600 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: June McHuen, Deputy cc: D.12 To:Wiedemann Ranch GHAD Board of Directors From:Patricia E. Curtin, GHAD Attorney and General Manager Date:June 18, 2019 Contra Costa County Subject:Wiedemann Ranch GHAD 2019-2020 Budget BACKGROUND: (CONT'D) Exhibit A. In addition, the GHAD Board is being requested to update the GHAD General Manager payment limits under the existing Consulting Services Agreement (approved on May 19, 2009 by Resolution No. 2009/02) as required by Section 1(e) of that Agreement. The payment limit for FY 2018/2019 was $114,200. The budget attached to Resolution No. 2019/01 identifies the payment limit for FY 2019/2020 at $109,700. CONSEQUENCE OF NEGATIVE ACTION: The GHAD will not be able to continue operation starting July 1, 2019 if the budget is not approved. AGENDA ATTACHMENTS Wiedemann GHAD Agenda Wiedemann GHAD 2019-2020 Budget Wiedemann GHAD Resolution No. 2019-01 MINUTES ATTACHMENTS Signed Wiedemann Ranch GHAD Res 2019/01 017579.0001 \5484504.1 GHAD BOARD OF DIRECTORS WIEDEMANN RANCH GHAD BOARD CHAMBERS ROOM 107, ADMINISTRATION BUILDING, 651 PINE STREET, MARTINEZ, CALIFORNIA 94553-1229 JOHN GIOIA, Chair of the GHAD Board CANDACE ANDERSEN , Boardmember KAREN MITCHOFF, Boardmember FEDERAL D. GLOVER, Boardmember DIANE BURGIS, Boardmember MEETING AGENDA June 18, 2019 Geologic Hazard Abatement District (GHAD) Board of Directors for Wiedemann Ranch GHAD: Time: 9:00 a.m. Hearing to consider: 1. A Resolution to Adopt the GHAD Budget for the 2019/2020 Fiscal Year and to update the GHAD Manager payment limit pursuant to the Consulting Services Agreement as recommended by the GHAD Manager (Resolution No. 2019/01). WIEDEMANN RANCH GEOLOGIC HAZARD ABATEMENT DISTRICT PROGRAM BUDGET FOR FISCAL YEAR 2019/20 2010 Crow Canyon Place, Suite 250  San Ramon, CA 94583  (925) 866-9000  Fax (888) 279-2698 www.engeo.com May 29, 2019 Wiedemann Ranch GHAD Board of Directors Wiedemann Ranch Geologic Hazard Abatement District 651 Pine Street, Room 107 Martinez, CA 94553 Subject: Wiedemann Ranch Geologic Hazard Abatement District Danville, Contra Costa County, and San Ramon, California PROGRAM BUDGET FOR FISCAL YEAR 2019/20 Dear Board Members: Attached is the program budget for the Wiedemann Ranch Geologic Hazard Abatement District (GHAD) for the Fiscal Year 2019/20. The program budget as proposed is $285,025. The budget expenses break down into the following approximate percentages of the total revenue.  Major Repair .............................................................. 0 percent  Preventive Maintenance and Operations .................. 26 percent  Special Projects ......................................................... 1 percent  Administration and Accounting ................................... 4 percent  Additional - Outside Professional Services ................. 5 percent  Reserve ................................................................... 64 percent The budget anticipates FY 2019/20 revenue of $779,104 with an estimated contribution of $494,079 to the reserve fund. A summary of the expenses is shown on Table 4 followed by a brief description of each budget item on the following pages. If you have any questions regarding the contents of this letter, please contact us. Sincerely, Wiedemann Ranch Geologic Hazard Abatement District ENGEO Incorporated, GHAD Manager ENGEO Project No. 3586.002.018 Haley Trindle Eric Harrell ht/eh/nl Wiedemann Ranch GHAD Board of Directors 3586.002.018 Wiedemann Ranch Geologic Hazard Abatement District May 29, 2019 BUDGET FOR FISCAL YEAR 2019/20 Page 1 Wiedemann Ranch Geologic Hazard Abatement District Program Budget Fiscal Year 2019/20 The following budget summarizes the anticipated expenditures for fiscal year 2019/20 for the Wiedemann Ranch Geologic Hazard Abatement District, which currently includes the Henry Ranch, Norris Canyon Estates, Elworthy Ranch, and Red Hawk (Podva) developments. The GHAD has acquired monitoring, maintenance, and repair responsibilities within the Henry Ranch development. Monitoring, maintenance, and repair responsibilities for portions of the Norris Canyon Estates development have been accepted by the GHAD, while transfer of the remaining parcels is pending and expected to be completed in FY 2019/20. Improvements within the Elworthy Ranch development were offered to the GHAD in December 2017, but have not been accepted by the GHAD due to developer required maintenance or repair of future GHAD maintained improvements. GHAD Maintained improvements within the Red Hawk (Podva) development will be eligible for offer to the GHAD in fiscal year 2019/20. The structure of the Wiedemann Ranch GHAD is shown below. Wiedemann Ranch GHAD Board of Directors 3586.002.018 Wiedemann Ranch Geologic Hazard Abatement District May 29, 2019 BUDGET FOR FISCAL YEAR 2019/20 Page 2 The fiscal year for the Wiedemann Ranch GHAD begins on July 1. The budget is divided into four categories including Major Repair, Preventive Maintenance and Operations, Special Projects, and Administration and Accounting. As needed, the GHAD Manager may reallocate funds without additional Board approval. The 2018/19 assessment amounts were as follows: TABLE 1: Actual FY 2018/19 Assessment Limits DEVELOPMENT TYPE OF RESIDENCE 2018/19 ASSESSMENT LIMIT Norris Canyon Estates Single Family $915.56 Henry Ranch Single Family $886.46 Elworthy Ranch Single Family $1,535.80 Elworthy Ranch Apartment $767.90 Red Hawk (Podva) Single Family $2,575.24 The annual assessment limits are as follows: TABLE 2: Actual CPI Adjustments and Assessment Limit for Single-Family Residential Properties FISCAL YEAR SAN FRANCISCO-OAKLAND- HAYWARD CPI (JUNE /JUNE) ANNUAL ASSESSMENT AND LEVY NORRIS CANYON ESTATES HENRY RANCH ELWORTHY RANCH REDHAWK 1999/00 $550.00 2000/01 4.22% $573.22 $555.00 2001/02 6.61% $611.11 $591.69 2002/03 1.18% $618.29 $598.65 2003/04 1.60% $628.18 $608.22 2004/05 1.41% $637.03 $616.79 2005/06 1.06% $643.80 $623.34 2006/07 3.93% $669.10 $647.84 2007/08 3.38% $691.71 $669.73 2008/09 4.19% $720.70 $687.80 2009/10 0.23% $722.34 $699.38 2010/11 1.07% $730.08 $706.88 2011/12 2.43% $747.80 $724.03 2012/13 2.64% $767.51 $743.12 2013/14 2.56% $787.13 $762.12 2014/15 3.00% $810.75 $784.99 $1,360.00 2015/16 2.29% $829.32 $802.96 $1,391.14 2016/17 2.67% $851.48 $824.42 $1,428.31 $2.395.00 2017/18 3.48% $881.12 $853.12 $1,478.04 $2,478.39 2018/19 3.91% $915.56 $866.46 $1,535.80 $2,575.24 The GHAD is funded through real property assessments. The assessment limits are adjusted annually on June 30 to reflect the percentage change in the San Francisco-Oakland-Hayward Wiedemann Ranch GHAD Board of Directors 3586.002.018 Wiedemann Ranch Geologic Hazard Abatement District May 29, 2019 BUDGET FOR FISCAL YEAR 2019/20 Page 3 Consumers Price Index (CPI) for All Urban Consumers. The assessment limits were adjusted up 3.91 percent from the 2017/18 assessment levels. The final assessment roll prepared for the 2017/18 fiscal year and submitted to the Contra Costa County Assessor’s Office identifies 571 properties subject to the levy of the GHAD assessment. The total levy amount for the 2018/19 FY was $602,559.70. Based on the San Francisco-Oakland-Hayward CPI data reported through April 2019, for budgeting purposes, we have estimated a FY 2019/20 inflation rate adjustment of 3.5 percent. We estimate that 578 residential units will be subject to assessment in the FY 2019/20. In general, the budget amounts listed are based on the Engineers’ Reports approved by the Wiedemann Ranch GHAD Board of Directors in 2001 for the Norris Canyon Estates and Henry Ranch developments, in 2014 for the Elworthy Ranch development, and in 2016 for the Red Hawk (Podva) development. The budget amounts have been inflation adjusted to provide the estimates. MAJOR REPAIR Included within the major repair category are those repair or improvement projects that are intermittent and, by their nature, do not fit within a scheduled maintenance program. Minor slope repair and erosion control items are generally funded within the Preventive Maintenance and Operations category. For the purposes of this budget, we define major repairs as those estimated at over $50,000. PREVENTIVE MAINTENANCE AND OPERATIONS Preventive maintenance and operations include professional services, slope stabilization services, and erosion protection within the District. Professional services include site monitoring events as scheduled in the GHAD Plan of Control. Slope stabilization and erosion protection responsibilities include the open space slopes and creek channels. GHAD-maintained improvements generally include the District’s slopes, concrete-lined drainage ditches, retaining walls, subsurface drainage facilities, monitoring instruments including settlement monitoring devices, storm drain facilities, and the creek channels. SPECIAL PROJECTS The Special Projects category allows the GHAD to budget for projects beneficial to the GHAD that are not included in one of the other three categories. Special projects can include items such as global positioning system (GPS)/geographic information system (GIS) development for GHAD maintained improvements; website development and maintenance; and reserve studies to reevaluate the financial condition of the GHAD. ADMINISTRATION AND ACCOUNTING Administrative expenses include the General Manager duties related to the operation and administration of the GHAD. These include clerical and accounting functions. Wiedemann Ranch GHAD Board of Directors 3586.002.018 Wiedemann Ranch Geologic Hazard Abatement District May 29, 2019 BUDGET FOR FISCAL YEAR 2019/20 Page 4 TABLE 3: Summary of Use of Funds USE OF FUNDS FY 2018/19 ESTIMATE* FY 2018/19 BUDGET FY 2019/20 PROPOSED PERCENT CHANGE FROM FY 2018/19 Major Repairs Subtotal $0 $0 $0 0.0% Preventive Maintenance and Operations - Professional Services Open Space Scheduled Monitoring Events $15,000 $21,000 $21,000 Heavy Rainfall Monitoring Events $160 $6,000 $6,000 Transfer of Open Space and GHAD Maintained Improvements $2,500 $18,000 $12,000 Technical Consultants, Parcel Transfer (Outside Services) $0 $10,000 $4,000 Subtotal $17,660 $55,000 $43,000 -21.8% Preventive Maintenance and Operations - Maintenance and Operations Sediment Removal Concrete Structures $11,250 $16,500 $16,500 Erosion Control $13,241 $60,000 $65,000 Slope Stabilization $67,706 $70,000 $75,000 Subtotal $92,197 $146,500 $156,500 6.8% Special Projects GPS/GIS Development $586 $5,000 $5,000 Web Site Maintenance/Updates $948 $2,000 $2,000 Reserve Study $3,500 $4,000 $4,000 Subtotal $5,034 $11,000 $11,000 0.0% Administration and Accounting – GHAD Manager Administration and Accounting $30,000 $30,000 $30,000 Budget Preparation $4,500 $4,500 $4,500 Subtotal $34,500 $34,500 $34,500 0.0% Administration and Accounting – Outside Professional Services Assessment Roll and Levy Update $3,330 $4,500 $4,500 Legal Counsel $5,693 $12,000 $12,000 Treasurer $13,093 $12,500 $14,500 Contra Costa County Assessor’s Fees $748 $750 $775 California Association of GHADs Membership $400 $250 $250 Insurance $1,196 $8,000 $8,000 Subtotal $24,460 $38,000 $40,025 5.3% A summary of the proposed Fiscal Year 2019/20 Budget is shown in Table 4. Wiedemann Ranch GHAD Board of Directors 3586.002.018 Wiedemann Ranch Geologic Hazard Abatement District May 29, 2019 BUDGET FOR FISCAL YEAR 2019/20 Page 5 TABLE 4 : Summary of Proposed Fiscal Year 2019/20 Budget BUDGET ITEM BUDGET AMOUNT PERCENT OF TOTAL BUDGET (FY 2019/20) PERCENT OF TOTAL BUDGET (FY 2018/19) MAJOR REPAIRS TOTAL $0 0% 0% PREVENTIVE MAINTENANCE AND OPERATIONS Professional Services Scheduled Monitoring Events $21,000 Heavy Rainfall Monitoring Events $6,000 Transfer of Subdivisions 7575, 7996, 7998, Elworthy Ranch, and Red Hawk $12,000 Transfer of Subdivisions 7575, 7996, 7998, Elworthy Ranch, and Red Hawk $4,000 Subtotal $43,000 Maintenance and Operations Concrete-Lined Drainage Ditches and Maintenance Roads $16,500 Erosion Control including Creek Channels $65,000 Slope Stabilization $75,000 Subtotal $156,500 TOTAL $199,500 26% 30% SPECIAL PROJECTS Reserve Study $4,000 GPS/GIS Development $5,000 Web Site Maintenance and Updates $2,000 TOTAL $11,000 1% 2% ADMINISTRATION AND ACCOUNTING Administration and Accounting – GHAD Manager Administration and Accounting $30,000 Annual Report and Budget Preparation $4,500 Subtotal $34,500 4% 5% Administration and Accounting - Outside Professional Services - Nontechnical Assessment Roll and Levy Update Preparation $4,500 Legal Counsel $12,000 Wiedemann Ranch GHAD Treasurer $14,500 Contra Costa County Assessor’s Fees $775 California Association of GHADs Membership $250 Insurance $8,000 Subtotal $40,025 5% 5% TOTAL $74,525 PROPOSED EXPENDITURES TOTAL $285,025 36% 42% Wiedemann Ranch GHAD Board of Directors 3586.002.018 Wiedemann Ranch Geologic Hazard Abatement District May 29, 2019 BUDGET FOR FISCAL YEAR 2019/20 Page 6 BUDGET ITEM BUDGET AMOUNT PERCENT OF TOTAL BUDGET (FY 2019/20) PERCENT OF TOTAL BUDGET (FY 2018/19) ESTIMATED REVENUE Beginning Balance - June 30, 2018 $4,652,005 ESTIMATED FY 2018/19 REVENUE Estimated Assessment Revenue $602,560 Estimated Assessment Interest/Dividend Revenue $239,747 ESTIMATED 2018/19 EXPENSES Estimated Expenses through 6/30/2019 ($173,851) ESTIMATED RESERVE ON JUNE 30, 2019 $5,320,461 ESTIMATED 2019/20 REVENUE Estimated FY 2019/20 Assessment $643,255 Estimated FY 2019/20 Interest/Dividend $135,849 ESTIMATED 2019/20 EXPENSES Estimated Expenses through June 30, 2020 ($285,025) ESTIMATED RESERVE ON JUNE 30, 2020 $5,814,540 At the beginning of the 2019/20 fiscal year, the cumulative reserve is estimated at $5,320,461 and about $5,814,540 at the end of the 2019/20 fiscal year. As shown on the graph below, the forecast cumulative reserve is above the amount estimated in the 2001, 2014, and 2016 Engineers’ Reports and is estimated to reach approximately $10,900,000 by 2041, 40 years since the Henry Ranch development was annexed into the Wiedemann Ranch GHAD. The GHAD reserve is intended to fund unanticipated expenses that may occur. 0 2,000,000 4,000,000 6,000,000 8,000,000 10,000,000 12,000,000 14,000,000 200120032005200720092011201320152017201920212023202520272029203120332035203720392041DollarsFiscal Year July 1 through June 30 Wiedemann Ranch GHAD -Cumulative Reserve Norris Canyon Estates, Henry Ranch, Elworthy Ranch, and Red Hawk Forecast Cumulative Reserve Actual Cumulative Reserve Wiedemann Ranch GHAD Board of Directors 3586.002.018 Wiedemann Ranch Geologic Hazard Abatement District May 29, 2019 BUDGET FOR FISCAL YEAR 2019/20 Page 7 We attribute the additional reserve accumulation to a number of factors including: (1) the Wiedemann Ranch GHAD has acquired monitoring and maintenance responsibilities for all of Henry Ranch, Subdivision 7578 and portions of Subdivisions 7575, 7996, and 7998, but does not yet have maintenance and monitoring responsibilities for the remainder of the Norr is Canyon Estates, Elworthy Ranch, and Red Hawk developments, (2) six of the past twelve winters have had below-average rainfall; therefore, there has been a reduced level of slope instability and erosion, (3) a large-scale repair (estimated at $1,000,000 in 2001 dollars every 10 years) has not been necessary within the GHAD-maintained areas, and (4) the budgets submitted and expenditures by the GHAD manager reflect the lower level of activity due to weather conditions and limited geographic responsibilities, thus allowing a higher percentage of the GHAD revenues to be applied to the reserve portion of the budget, while maintaining an appropriate monitoring and maintenance program. Special Condition 1(e) of the approved Consulting Services Agreement provides that a payment limit shall be determined each fiscal year by a resolution of the GHAD Board. For fiscal year 2019/20 (July 1, 2019 through June 30, 2020), the payment limit is set at $109,700. The tasks included within the payment limit may include site monitoring events, transfer of monitoring and maintenance responsibilities, oversight of maintenance and repair projects, administration, accounting, assessment roll updates, and budget preparation. TABLE 5: Payment Limit TASK AMOUNT Scheduled Monitoring Events $21,000 Heavy Rainfall Monitoring Events $6,000 Transfer of Parcels $12,000 Concrete-Lined Drainage Ditch Maintenance $3,3001 Erosion Control $9,7501 Slope Stabilization $11,2501 Special Projects (GPS, Website, and Reserve Study) $11,000 Administration and Accounting $30,000 Budget Preparation $4,500 Assessment Roll and Levy Update $900 TOTAL $109,700 1Dependent on maintenance and/or repair activities by the GHAD during FY 2019/20. ENGEO payment limit is estimated at 20% of the total budget item. PREVENTIVE MAINTENANCE AND OPERATIONS There are currently no ongoing major repair projects and none are anticipated for the 2019/20 fiscal year within the GHAD-maintained areas of the Wiedemann Ranch GHAD. Minor slope repair and erosion control items are generally funded within the Preventive Maintenance and Operations category. While no major repairs are ongoing at this time, by their nature, major repairs such as landslides are unpredictable and could occur during the 2019/20 fiscal year. The reserve portion of the budget allows for funding toward these unpredictable events. Wiedemann Ranch GHAD Board of Directors 3586.002.018 Wiedemann Ranch Geologic Hazard Abatement District May 29, 2019 BUDGET FOR FISCAL YEAR 2019/20 Page 8 Professional Services Scheduled Monitoring Events As provided in the Plan of Control, we have three scheduled monitoring events within the GHAD during each calendar year. Estimated budget $21,000 Heavy Rainfall Events We have budgeted for two heavy rainfall-monitoring events during the 2019/20 winter season. Estimated budget $6,000 Transfer of Parcels within Norris Canyon Estates, Elworthy Ranch, and Red Hawk to the GHAD In FY 2013/14, the remainder of parcels within the Norris Canyon Estates development, not previously accepted by the Wiedemann Ranch GHAD, were offered to the GHAD by the project developers. In 2017, parcels within the Elworthy development were offered to the GHAD. As provided in the Plan of Control, part of the ongoing transfer process is an inspection of the GHAD-maintained improvements. GHAD maintained improvements within the Red Hawk (Podva) development will be eligible for transfer in FY 2019/20. We have provided a budget estimate for the ongoing transfer process activities within the GHAD. Estimated budget $12,000 Transfer of Parcels within Norris Canyon Estates to the GHAD (Outside Professional Services) As part of the ongoing transfer process, the GHAD has contracted with Darwin Myers of Darwin Myers Associates to provide for third-party review of the GHAD-maintained improvements prior to transfer. We have provided a budget estimate for the ongoing transfer process during the 2019/20 fiscal year. Estimated budget $4,000 Maintenance and Operations Concrete-Lined Drainage Ditches, Debris Catchment Structures, and Maintenance Roads This budget item is to provide for the removal of vegetation and cleaning of concrete-lined drainage ditches and debris catchment structures within the GHAD-accepted portions of the Wiedemann Ranch GHAD. Currently, this includes approximately 32,000 lineal feet of ditch cleaning. In addition, this item provides for removal of vegetation from maintenance roads. Estimated budget $16,500 Erosion Control Anticipated tasks under this budget item include the repair of slope or creek erosion and removal of debris from creek channel culverts. Cleaning and vegetation management of the detention basin is included within this budget item. Estimated budget $65,000 Slope Stabilization This is for minor repairs, including slope instability or erosion, which may occur during the 2019/20 fiscal year. Purchase of emergency stabilization supplies is included within this budget item. In addition, maintenance and marking of subdrain outfalls is also included in this budget item. Estimated budget $75,000 Wiedemann Ranch GHAD Board of Directors 3586.002.018 Wiedemann Ranch Geologic Hazard Abatement District May 29, 2019 BUDGET FOR FISCAL YEAR 2019/20 Page 9 SPECIAL PROJECTS Global Positioning System (GPS)/Geographic Information System (GIS) Development To provide for a more efficient system to capture, store, update, manipulate, analyze, and display information pertaining to GHAD features (including, but not limited to, subdrains, landslides, drainage facilities, cuts, fills, or slopes), the GHAD has provided a budget item to continue development and use of a GIS database. The database facilitates the tracking of location, maintenance, and repair activities and automates the communication of this information to affected parties. We anticipate GIS database development for FY 2019/20 would include continued transition of available and pertinent information to an electronic format suitable for GIS deployment, and as necessary, field-verification with GPS surveys. Estimated budget $5,000 Web Site Maintenance and Updates To allow for greater access to information about the Wiedemann Ranch GHAD, the GHAD has provided a budget item to update and maintain the existing website launched during the 2013/14 fiscal year. Estimated budget $2,000 Reserve Study During fiscal year 2019/20, a reserve study will be updated based on the levels of expenditure expected to address future maintenance responsibilities, and accumulation the appropriate long-term reserves to address larger geologic events. Estimated budget $4,000 ADMINISTRATION AND ACCOUNTING Administration Administrative expenses include the General Manager duties related to the operation and administration of the GHAD. The budget estimate for the accounting and administrative services are derived from the original GHAD budget used to prepare the GHAD’s Engineer’s Report. Estimated budget $30,000 Annual Report and Budget Preparation This budget provides for the preparation of the annual report and budget. The budget estimate for the accounting and administrative services are derived from the original GHAD budget used to prepare the GHAD’s Engineer’s Report. Estimated budget $4,500 Assessment Roll and Levy Update This budget item allows for preparation of the assessment roll for the District and the updated levy based on the Consumer Price Index adjustment. Estimated budget $4,500 Legal Counsel This budget item allows the GHAD to secure legal counsel for the District as provided under Resolution 2008/01 adopted on November 18, 2008. The duties of the legal counsel may include but not be limited to preparation or review of contracts, grant deeds, right of entry and board resolutions. Estimated budget $12,000 Wiedemann Ranch GHAD Board of Directors 3586.002.018 Wiedemann Ranch Geologic Hazard Abatement District May 29, 2019 BUDGET FOR FISCAL YEAR 2019/20 Page 10 Treasurer This budget item accounts for fees related to investment of the GHAD reserve funds and processing of accounts payable. This budget item allows the GHAD to hire a treasurer for the District as provided under Resolution 2008/01 adopted on November 18, 2008. Estimated budget $14,500 Contra County Assessor’s Fees This budget item allows for fees from the Contra County Assessor’s Office. Estimated budget $775 Association Membership The GHAD maintains membership in the California Association of GHADs. Estimated budget $250 Insurance The GHAD maintains general liability insurance for open space areas within the District. In fiscal year 2019/20 the GHAD may obtain ownership of open space within the Elworthy Ranch development. Estimated budget $8,000 017579.0001\5488694.1 THE BOARD OF DIRECTORS OF WIEDEMANN RANCH GEOLOGIC HAZARD ABATEMENT DISTRICT Adopted this Resolution on June 18, 2019 by the following vote: AYES: NOES: ABSENT: ABSTAIN: RESOLUTION NO. 2019/01 (WIEDEMANN RANCH GHAD) SUBJECT: Adopting 2019/2020 annual budget and updating GHAD General Manager payment limits under the existing consulting services agreement. WHEREAS, on September 1, 1998, the Contra Costa County Board of Supervisors adopted Resolution 98/438 approving the formation of the Wiedemann Ranch Geologic Hazard Abatement District (GHAD) and appointed itself to serve as the GHAD Board of Directors. WHEREAS, the GHAD Board of Directors desires to adopt the budget for the fiscal year 2019/2020 prepared by the GHAD General Manager, ENGEO, Inc., attached hereto as Exhibit A. WHEREAS, on May 19, 2009, pursuant to Resolution No. 2009/02, the GHAD Board approved the consultant services agreement with ENGEO, Inc., to act as General Manager for the GHAD. This Agreement, in section 1(e), requires the GHAD Board to determine by resolution each fiscal year the payment limits for GHAD General Manager services. The budget attached as Exhibit A identifies this limit for fiscal year 2019/2020 at $109,700. The Board of Directors of the GHAD HEREBY RESOLVES THAT: 1. The GHAD Board approves the GHAD budget for the 2019/2020 fiscal year of $285,025 attached as Exhibit A and incorporated herein by this reference. 2. The GHAD Board adopts the payment limit for General Manager services at $109,700 for fiscal year 2019/2020 as set forth in Exhibit A, and incorporates this payment limit into the consulting services agreement 017579.0001\5488694.1 3. The recitals are incorporated herein by this reference. This Resolution shall become effective immediately upon its passage and adoption. Approved as to form: ___________________________ Patricia Curtin GHAD Attorney THE BOARD OF DIRECTORS OF WIEDEMANN RANCH GEOLOGIC HAZARD ABATEMENT DISTRICT Adopted this Resolution on June 18,2019 by the following vote: AYES: C. Anderson, D. Burgis, J. Gioia, F. Glover, K. Mitchoff NOES: 0 ABSENT: O ABSTAIN: O RESOLUTION NO. 20l9l0l (WIEDEMANN RANCH GHAD) SUBJECT: Adopting 201912020 annual budget and updating GHAD General Manager payment limits under the existing consulting services agreement. \ilHEREAS, on September 1, 1998, the Contra Costa County Board of Supervisors adopted Resolution 981438 approving the formation of the Wiedemann Ranch Geologic Hazard Abátement District (GHAD) and appointed itself to serve as the GHAD Board of Directors. WHEREAS, the GHAD Board of Directors desires to adopt the budget for the fiscal year 201912020 prepared by the GHAD General Manager, ENGEO, Inc., attached hereto as Exhibit A. \ryHEREAS, on May 19,2009, pursuant to Resolution No. 2009102, the GHAD Board approved the consultant services agreement with ENGEO, Inc., to act as General Manager for tñe CH4O. This Agreement, in section 1(e), requires the GHAD Board to determine by resolution each fiscãl year the payment limits for GHAD General Manager services. The budget attached as Exhibit A identifies this limit for fìscal year 201912020 at $109,700. ThE BOArd Of DirECtOrS Of thE GHAD HEREBY RESOLVES THAT: 1. The GHAD Board approves the GHAD budget for the 201912020 fiscal year of $285,025 attached as Exhibit A and incorporated herein by this reference. 2, The GHAD Board adopts the payment limit for General Manager services at $109,700 for fiscal year 201912020 as set forth in Exhibit A, and incorporates this payment limit into the consulting services agreement 0 l 7579.000 l\5488694, I 3. The recitals are incorporated herein by this reference. This Resolution shall become effective immediately upon its passage and adoption. Approved as to form: Patricia Curtin GHAD Attorney 01 7s79.000 1\s488694. 1 WIEDEMANN RANCH GEOLOGIC HAZARD ABATEMENT DISTRICT PROGRAM BUDGËT FOR FISCAL YEAR 2O19I2A EXHIBIT A ffi ä*5f"l r-:îfli ;, &tr*bii i; ).....".,.j ffir,'GEO INcoRPoRATED, Generat Manager CEilæIG ffi &EMËNT OßIRd May 29,2019 Wiedemann Ranch GHAD Board of Directors Wiedeman n Ranch Geolog ic Hazard Abatement District 651 Pine Sfeet, Room 107 Martinez, CA 94553 Subject: WiedemannRanchGeologicHazardAbatementDistrict Danville, Contra Costa County, and San Ramon, California PROGRAM BUDGET FOR FISCAL YEAR 2O19I2O Dear Board Members: {!ac!ed is the program budget for the Wiedemann Ranch Geologic Hazard Abatement District (GHAD) for the Fiscal Year 2019/20. The program budget as propósed is $285,025. The budget expenses break down into the following approximate percentages of the total revenue. ......0 percent ....26 percent ......1 percent ......4 percent ..,...5 percent ....64 percent The budget anticipates FY 2019/20 revenue of 9779,104 with an estimated contribution of $494,079 to the reserve fun!. A summaryof the expenses is shown on Table 4 followed by a briefdescription of each budget item on the following pages. lf you have any questions regarding the contents of this letter, please contact us. Sincerely, Wiedemann Ranch Geologic Hazard Abatement District ENGEO lncorporated, GHAD Manager ENGEO Project No. 3586.002,018 . Major Repair. Preventive Maintenance and Operations... Special Projects. Administration and Accountin9,.................. Additional- Outside Professional Services. Reserve \\J,4' Hatey rf¡ hUeh/nl t 1,¡^l¡ nd 4 a 2010 Crow Canyon Flace, Suite 250 . San Ramon, CA 94583 . (925) 866-9000. Fax (SSg) 279-269S www.engeo.com Wiedemann Ranch GHAD Board of Directors Wiedemann Ranch Geologic Hazard Abatement District BUDGET FOR FISCAL YEAR 2O19I2O 3586.002.018 May 29,2019 Page 1 Wiedemann Ranch Geologic Hazard Abatement Dist¡ict Program Budget Fiscal Year 2019120 The following budget summarizes the anticipated expenditures for fiscal year 2019/20 for theWiedemann Ranch Geologic Hazard Abatement District, which currently includes the Henry lancf , Norris Canyon Estates, Elworthy Ranch, and Red Hawk (Podva) developments. Thó GHAD has acquired monitoring, maintenance, and repair responsibilities within the Henry Ranchdevelopment. Monitoring, maintenance, and repair responsibilities for portions of the NorrisCanyon Estates development have been accepted by the GHAD, while transfer of the remainingparcels is pending and expected to be completed in FY 2019120. lmprovements within théElworthy Ranch development were offered to the GHAD in December 2A17, but have not beenaccepted by the GHAD due to developer required maintenance or repair of future GHADmaintained improvements. GHAD Maintained improvements within the Red Hawk (podva) development will be eligible for offer to the GHAD in fiscal year 201.9/20. The structure of theWiedemann Ranch GHAD is shown below. NORRIS CANYON ESTATES, HÊNRY RANCH, ELWORTHY RANCH, RED HAWK (PODVA) PROPERTY OWNERS WIEDËMANN RÄNCH GEOLOGIC HAZARD ABATËMENT DISTRICT (G¡IAÞ) eoÂRo oF otRËcïoRs MËMBËftS OF THE COUNTY BOARO ÖÊ SUPËRVI$ORS GHAD CLERK (coNrRAcT) ENGEO GIIAD TREASURER (coNTRACT) CAPTRUST (WATERMARK) GHAD MANACÊR (coNTRACT) ENGEO GHAD ATTORNEY (coNTRACT) w€NnÊL RosçN BLACK AND DEAN CONTRACTORS (FRANCTSCO ANÞ ASSOCTAT€S) (APËX GRADING) (DARW|N MYËRS ASSOCTATËS) Wiedemann Ranch GHAD Board of Directors Wiedemann Ranch Geologic Hazard Abatement District BUDGET FOR FISCAL YEAR 2O19I2O 3586.002.018 May 29,2019 Page 2 The fiscal year for the Wiedemann Ranch GHAD begins on July 1. The budget is divided into four categories including Major Repair, Preventive Maintenance and Operations, Special Projects, and Administration and Accounting. As needed, the GHAD Manager may reallocate funds without add itional Board approval. The 2018/19 assessment amounts were as follows: TABLE 1: Actual FY 2018/19 Assessment Limits TYPË OF RESIDENCE 2AßN9 ASSESSMËNT LIMITDEVELOPMËNT Norris Canyon Estates Single Fam ilv $915.56 Henry Ranch Single Fam ilv $886.46 Elworthy Ranch Single Family $1,535.80 Ranch Apartment $767.90 Red Hawk (Podva)Single Family $2,57s.24 The annual assessment limits are as follows: TABLE 2: Actual CPI Adjustments and Assessment Limit for Single-Family Residential Properties 1999/00 $550.00 SAN FRANCISCO.oAKLANÐ. HAYWARO CPI {JUNE /JUNE) NORRIS CANYCIN ESTATES ANNUAL ASSESSMËNT AND LÊVY RFDHAWK FrscAt_ YEAR HENRY RANCH ELWORTHY RANçH 2000t01 4.22o/o $573.22 $555.00 2001t02 6.61o/o $611.11 $591.69 2002t03 1.18o/o $618.29 $598.65 2003t04 1.600/o $628.18 $608.22 2004t05 1.410/o $637.03 $616.79 2005/06 1.060/o $643.80 $623.34 2006t07 3.93%$669.10 $647.84 2007t08 3,38o/o $691.71 $669.73 2008/09 4.19%$720.70 $687.80 2009/1 0 0.230/o $722.34 $699.38 2010t11 1.07o/o $730.08 $706.88 2011t12 2.43o/o 9747.80 $724.03 2012t13 2.640/o $767.51 8743.12 2013t14 2.560/o $787.13 $762.12 2014t15 3.00o/o $810.75 $784.e9 $1 ,360.00 2015t16 2.290/o $829.32 $802.96 $1 ,391 .14 2016t17 2.670/o $851.48 $824.42 $1,428.31 $2.395.00 2017 t18 3.480/o $881.12 $853.12 $1,478.04 $2,478.39 2018t19 3.91o/o $915.56 $866,46 $1 ,535.80 52,575.24 The GHAD is funded through real property assessments. The assessment limits are adjusted annually on June 30 to reflect the percentage cl'range in the San Francisco-Oakland-Hayward Wiedemann Ranch GHAD Board of Directors Wiedemann Ranclr Geologic Hazard Abatement District BUDGET FOR FISCAL YEAR 2O19I2O 3586,002.018 May29,2019 Page 3 Consumers Price lndex (CPl) for All Urban Consumers. The assessment limits were adjwted up 3,91 percent from the 2017118 assessment levels. The final assessment roll prepared for the 2017118 fiscal year and submitted to the Contra Costa County Assessor's Office identifies 571 propertiessubjecttothelevyoftheGHADassessment,Thetotallevyamountforthe20l9l19 FY was $602,559.70. Based on the San Francisco-Oakland-Hayward CPI data reported through April 2019, for budgeting purposes, we have estimated a FY 2019/20 inflation rate adjustment of 3,5 percent. We estimate that 578 residential units will be subject to assessment in the FY 2019120. ln general, the budget amounts listed are based on the Engineers' Reports approved by the Wiedemann Ranch GHAD Board of Directors in 2001 for the Norris Canyon Estates and Henry Ranch developments, in 2014for the ElworthyRanch development, and in 2016forthe Red Hawk (Podva) development. The budget amounts have been inflation adjusted to provide the estimates. MAJOR REPA¡R lncluded within the major repair category are those repair or improvement projects that are intermittent and, by their nature, do not fit within a scheduled maintenance program. Minor slope repair and erosion control items are generally funded within the Preventive Maintenance and Operations category. For the purposes of this budget, we define major repairs as those estimated at over $50,000. PREVENTIVE MAINTENANCE AND OPERATIONS Preventive maintenance and operations include professional services, slope stabilization services, and erosion protection within the District. Professional services include site monitoring events as scheduled in the GHAD Plan of Control. Slope stabilization and erosion protection responsibilities include the open space slopes and creek channels. GHAD-maintained improvements generally include the District's slopes, concrete-lined drainage ditches, retaining walls, subsurface drainage facilities, monitoring instruments including settlement monitoring devices, storm drain facilities, and the creek channels. SPECIAL PROJECTS The Special Projects category allows the GHAD to budget for projects beneficial to the GHAD that are not included in one of the other three categories. Special projects can include items such as global positioning system (GPS)/geographic information system (GlS) development for GHAD maintained improvements; website development and maintenance; and reserve studies to reevaluate the financial condition of the GHAD. ADMINISTRATION AND ACCOUNTING Administrative expenses include the General Manager duties related to the operation and administration of the GHAD. These include clerical and accounting functions. Wiedemann Ranch GHAD Board of Directors Wiedemann Randl Geologic Hazard Abatement District BUDGET FOR FISCAL YEAR 2O19I2O TABLE 3: Summary of Use of Funds Major Repairs 3586.002.018 May 29,2019 Page 4 ESTIMATE" BUDGET PRCIPOSEÐ FROM FY 2O18II9 USE OF FUNDS Subtotal $0 $o $o 0.0% Preventive Maintenance and Operations - Professional Services Open Space Scheduled Monitoring $1S,OOO $2i,OOOEvents Heavy Rainfall Monitoring Events $160 $6,000 Transfer of Open Space and GHAD Maintained tmprovements $2'500 $18'000 Technical Consultants, Parcel Transfer (outside services) $o $10:ooo $21,000 $6,000 $12,000 $4,000 Subtotal $17,660 $55,000 $43,000 -21.80/o Preventive Maintenance and Operations Sediment Removal Concrete Structures Erosion Control Slope Stabilization - Maintenance and Operations $1 1 ,250 $16,500 $16,500 $13,241 $60,000 $65,000 $67,706 $70,000 $75,000 Subtotal $92,197 $146,500 $156,500 6.8% Special Projects GPS/GlS Development Web Site Maintenance/Updates Reserve Study $586 $948 $3,500 $5,000 $2,000 $4,000 $5,000 $2,000 $4,000 Subtotal $5,034 $11,000 $11,000 0.0% Administration and Accounting - GHAD Manager Administration and Accounting $30,000 Budget Preparation $4,500 $30,000 $4,500 $30,000 $4,500 Subtotal $34,500 $34,500 $34,500 0.0o/o Administration and Accounting - Outside Professional Services Assessment Roll and Levy Update $3,330 $4,500 LegalCounsel $5,693 $12,000 Treasurer $13,093 $12,500 Contra Costa County Assessor's Fees $748 $750 California Association of GHADs Membership $4oo $250 lnsurance $1,196 $8,000 $4,500 $12,000 $14,500 $775 $250 $8,000 Subtotal $24,460 $38,000 $40,025 5.3% A summary of the proposed Fiscal Year 2019i20 Budget is shown in Table 4 Wiedemann Ranch GHAD Board of Directors Wiedemann Randr Geologic Hazard Abatement District BUDGET FOR FISCAL YEAR 2O19I2O TABLE 4 : Summary of Proposed Fiscal Year 2019120 Budget MAJOR REPAIRS 3586.002.018 May29,2019 Page 5 TOTAL $o 0o/o 0o/o PREVENTIVE MAINTENANCE AND OPERATIONS Professional Services Scheduled Monitoring Events $21,000 Heavy Rainfall Monitoring Events $6,000 Transfer of Subdivisions 7575, 7996, 7998. Elworthv Ranch. and Red Hawk $12,000 Transfer of Subdivisions 7575, 7996, 7998, Elworthy Ranch, and Red Hawk $4,000 Subtotal $43,000 Maintenance and Operations Concrete-Lined Drainage Ditches and Maintenance Roads $16,500 Erosion Control including Creek Channels $65,000 Slope Stabilization $75,000 Subtotal $156,500 TOTAL $199,500 26%30% SPECIAL PROJECTS Reserve Study $4,000 GPS/GlS Development $5,000 Web Site Maintenance and Updates $2,000 TOTAL $11,000 1%2% ADMINISTRATION AND ACCOUNTING Administration and Accounting - GHAD Manager Adm inistration and Accounting $30,000 Annual Report and Budget Preparation $4,500 Subtotal $34,500 4%5% Administration and Accounting - Outside Professional Services - Nontechnical Assessment Roll and Levy Update Preparation $4,500 Legal Counsel $12,000 Wiedemann Ranch GHAD Treasurer $1 4,500 Contra Costa County Assessor's Fees $775 California Association of GHADs Membershio $250 lnsurance $8,000 Subtotal $40,025 5%5% TOTAL $74,525 PROPOSED EXPENDITURES TOTAL $285,025 360/o 42% Wiedemann Ranch GHAD Board of Directors Wiedemann Rancl'r Geologic Hazard Abatement District BUDGET FOR FISCAL YEAR 2O19I2O ESTlMATED REVENUE 3586.002.018 May 29,2019 Page 6 BUÞGËT AMOUNT PERCENT OF TOTAL BUDGET PËRCENT OF TOTAL BUÞGET (FY 20r8fi9) BUOGET ITEM FY 201 s/20) Beginning Balance - June 30, 2018 $4,652,005 ESTIMATED FY 2OI8l19 REVENUE Estimated Assessment Revenue $602,560 Estimated Assessment lnteresVDividend Revenue s239,747 ESTIMATED 2018119 EXPENSES EstimatedExpensesthrough613012019 ($173,851) ESTIMATED RESERVE $5,320,461ON JUNE 30 2019 ESTIMATED 2O19I2O REVENU E Estimated FY 2019120 Assessment $643,255 Estimated FY 201 I 120 I nteresVDividend $135,849 ESTIMATED 2O19I2O EXPENSES Estimated Expenses throuoh June 30. 2020 ($285,025) ESTIMATED RESERVE oN JUNE 30,2020 $5,814,540 At the beginning of the 2019120 fiscal year, the cumulative reserve is estimated at $5,320,461 and about $5,814,540 at the end of the 2019/20 fiscal year. As shown on the graph below, the forecast cumulative reserve is above the amount estimated in the 2001,2014, and 2016 Engineers' Repoñs and is estimated to reach approximately $10,900,000 by 2041,40 years since the Henry Ranch development was annexed into the Wiedemann Ranch GHAD. The GHAD reserve is intended to fund unanticipated expenses that may occur. Wiedemann Ranch GHAD - Cumulative Reserve Norris Canyon Estates, Henry Ranch, Ranch, and Red HawkEIwo (o Õ Fiscal Year July 1 through June 30 14,000,000 12,000,000 10,000,000 8,000,000 6,000,000 4,000,000 2,000,000 mForecastCunrulativeReserve mActualCunulat¡veReserve d m n F. O) d ñ 0 F\ Cn d ñ 6 l.\ o| Ê m n ¡\ Ot do o o o o d d d d * N N N N N o ó m ñ m <f,o o a e o <) o o o o Õ o o o o Õ Õ o o o c)N N .'¡ (\ I\ N ..¡ N N Ô{ N (\ .\¡ N N N N N N T\¡ d 0 Wiedemann Ranch GHAD Board of Directors Wiedemann Randr Geologic Hazard Abatement District BUDGET FOR FISCAL YEAR 2O19I2O 3586.002.018 May 29, 2019 Page 7 We attribute the additional reserve accumulation to a number of factors including: (1) the Wiedemann Ranch GHAD has acquired monitoring and maintenance responsibilities for all of Henry Ranch, Subdivision 7578 and portions of Subdivisions 7575, 7996, and 7998, but does not yet have maintenanæ and monitoring responsibilities for the remainder of the Norris Canyon Estates, Elworthy Ranch, and Red Hawk developments, (2) six of the past twelve wintels have had below-average rainfall; therefore, there has been a reduced level of slope instability and erosion, (3) a large-scale repair (estimated at $1,000,000 in 2001 dollars every 10 years) has not been necessary within the GHAD-maintained areas, and (4) the budgets submitted and expenditUres by the GHAD manager reflect the lower level of activity due to weather conditions and limited geographic responsibilities, thus allowing a higher percentage of the GHAD revenues to be applied to the reserve portion of the budget, while maintaining an appropriate monitoring and maintenance program, Special Condition 1(e) of the approved Consulting Services Agreement provides that a payment limit shall be determined each fiscal year by a resolution of the GHAD Board, For fiscal year 2019120 (July 1 , 2019 through June 30, 2020), the payment limit is set at $109,700, The tasks included within the payment limit may include site monitoring events, transfer of monitoring and maintenance responsibilities, oversight of maintenance and repair projects, administration, accounting, assessment roll updates, and budget preparation. TABLE 5: Payment Limit TASK AMOUNT Scheduled Monitoring Events $21,000 Heavy Rainfall Monitoring Events $6,000 Transfer of Parcels $12,000 Concrete-Lined Drainage Ditch Maintenance $3,3001 Erosion Control $9,7501 Slope Stabilization $1 1,2501 SpecialProjects (GPS, Website, and Reserve Stud $1 1,000 Administration and Accounting $30,000 B P ration Assessment Rolland Levy Update $4,500 $900 TOTAL $109,700 lDependent on maintenance and/or repair activities by the GHAD during FY 2019120. ENGEO payment limit is estimated at20o/o of the total budget item. PREVENTIVE MAINTENANCË AND OPËRATIONS There are currently no ongoing major repair projects and none are anticipated for the 2019120 fiscal year within the GHAD-maintained areas of the Wiedemann Ranch GHAD, Minor slope repair and erosion control items are generally funded within the Preventive Maintenance and Operations category. While no major repairs are ongoing at this time, by their nature, major repairs such as landslides are unpredictable and could occur during the 2019120 fiscal year. The reserve portion of Jhe budget allows for funding toward these unpredictable events. Wiedemann Ranch GHAD Board of Directors Wiedemann Ranch Geologic Hazard Abatement District BUDGET FOR FISCAL YEAR 2O19I2O 3586.002.018 May 29,2019 Page 8 Professional Services Sçþed u lgd, M,Pnìf arinq Hvenls As provided in the Plan of Control, we have three scheduled monitoring events within the GHAD during each calendar year. Estimated budget $21,000 Heavy Rainfall Hvents We have budgeted for two heavy rainfall-monitoring events during the 2019120 winter season, Estimated budget $6,000 Transfer of Parcels within Norris Canvon Estates, Elworthv Ranch. and Red Hawk to the GHAD ln FY 2013114, the remainder of parcels within the Norris Canyon Estates developrent, not previously accepted by the Wiedemann Ranch GHAD, were offered to the GHAD by the project developers. ln 2017, parcels within the Elworthy development were offered to the GHAD. As provided in the Plan of Control, part of the ongoing transfer process is an inspection of the GHAD-maintained improvements. GHAD maintained improvements within the Red Hawk (Podva) development will be eligible for transfer in FY 2019/20. We have provided a budget estimate for the ongoing transfer process activities within the GHAD. Estimated budget $12,000 Transfer of Parcels within Norris Canvon Estates to the GHAD (Outside Professional Services) As part of the ongoing transfer process, the GHAD has contracted with Darwin Myers of Dan¡rin Myers Associates to provide for third-party review of the GHAD-maintained improvements prior to transfer. We have provided a budget estimate for the ongoing transfer process during the 2019120 fiscalyear. Estimated budget $4,000 Maintenance and Operations Concrete-Lined Drainaqe Ditches. Debris Catchment Structures, and Maintenance Roads This budget item is to provide for the removal of vegetation and cleaning of concrete-lined drainage ditches and debris catchment structures within the GHAD-accepted portions of the Wiedemann Ranch GHAD, Currently, this includes approximately 32,000 lineal feet of ditch cleaning. ln addition, this item provides for removal of vegetation from maintenance roads. Estimated budget $16,500 Ërosion Control Anticipated tasks under this budget item include the repair of slope or creek erosion and removal of debris from creek channel culverts. Cleaning and vegetation management of the detention basin is included within this budget item. Estimated budget $65,000 Slope Stabilization This is for minor repairs, including slope instability or erosion, which may occur during the2019120 fiscal year. Purchase of emergency stabilization supplies is included within this budget item. ln addition, maintenance and marking of subdrain outfalls is also included in this budget item. Estimated budget $75,000 Wiedemann Ranch GHAD Board of Directors Wiedemann Randr Geologic Hazard Abatement District BUDGET FOR FISCAL YEAR 2O19I2O 3586.002.018 May 29,2019 Page 9 SPECIAL PROJECTS Global Positioning System (GPS)lGeographic lnformation System (GlS) Developmènt To providefor a more efficient system to capture, store, update, manipulab, analyze, and display information pertaining to GHAD features (including, but not limited to, subdrains, landslides, drainage facilities, cuts, fills, or slopes), the GHAD has provided a budget item to continue development and use of a GIS database. The database facilitates the tracking of location, maintenance, and repair activities and automates the communication of this information to affected parties. We anticipate GIS database development for FY 2019/20 would include continued transition of available and pertinent information to an electronic format suitable for GIS deployment, and as necessary, field-verification with GPS surveys, Estimated budget $5,000 Web Site Maintenance and Updates To allow for greater access to information about the Wiedemann Ranch GHAD, the GHAD has provided a budget item to update and maintain the existing website launched during the 2013114 fiscal year. Estimated budget $2,000 Reserve Study During fiscal year 2019120, a reserve study will be updated based on the levels of expenditure expected to address future maintenance responsibilities, and accumulation the appropriate long{erm reserves to address larger geologic events. Estimated budget $4,000 ADMINISTRAT¡ON AND ACCOUNTING Administration Administrative expenses include the General Manager duties related to the operation and administration of the GHAD. The budget estimate for the accounting and administrative services are derived from the original GHAD budget used to prepare the GHAD's Engineer's Report. Estimated budget $30,000 Annual Report and Budget Preparation This budget provides for the preparation of the annual report and budget. The budget estimate for the accounting and administrative services are derived from the original GHAD budget used to prepare the GHAD's Engineer's Report. Estimated budget $4,500 Assessment Roll and Levy Update This budget item allowsfor preparation of the assessment rollfor the District and the updated levy based on the Consumer Price lndex adjustment. Estimated budget $4,500 Legal Counsel This budget item allows the GHAD to secure legal counsel for the District as provided under Resolution 2008101 adopted on November 18, 2008. The duties of the legal counsel may include but not be limited to preparation or review of contracts, grant deeds, right of entry and boardresolutions. Estimated budget $12,000 Treasurer This budget item accounts for fees related to investment of the GHAD reserve funds and' processing of accounts payable. This budget item allows the GHAD to hire a treasurer for the District as provided under Resolution 2008/01 adopted on November 18, 2008. Estimated budget $14,500 Contra County Assessor's Fees This budget item allows for fees from the Contra County Assessor's Office. Estimated budget $775 Wiedemann Ranch GHAD Board of Directors Wiedemann Randr Geologic Hazard Abatement District BUDGET FOR FISCAL YEAR 2O19I2O Association Membership The GHAD maintains membership in the California Association of GHADS, Estimated budget 3586.002.018 May 29,2019 Page 10 $250 lnsurance The GHAD maintains general liability insurance for open space areas within the District. ln fiscal year 2019/20 the GHAD may obtain ownership of open space within the Elworthy Ranch development. Estimated budget $8,000 RECOMMENDATION(S): ADOPT Wendt Ranch GHAD Resolution No. 2019/01 adopting the GHAD budget for 2019/2020 fiscal year and updating GHAD Manager payment limit under Consulting Services Agreement, as recommended by the GHAD Manager. FISCAL IMPACT: The GHAD is funded 100% through assessments levied on properties within the GHAD. Therefore, there is no impact on the County General Fund. BACKGROUND: On February 12, 2002, the Contra Costa County Board of Supervisors adopted Resolution 2002/59 approving the formation of the Wendt Ranch Geologic Hazard Abatement District (GHAD) and appointed itself to serve as the GHAD Board of Directors. The GHAD Board is requested to adopt budgets for the GHAD operations each fiscal year. The GHAD Board is being requested to adopt the fiscal year budget for 2019/2020 as prepared by the GHAD General Manager, ENGEO Inc., which is attached to Resolution No. 2019/01 as APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Amara L. Morrison 510.834.6600 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: June McHuen, Deputy cc: D.13 To:Wendt Ranch GHAD Board of Directors From:Patricia E. Curtin, GHAD Attorney and General Manager Date:June 18, 2019 Contra Costa County Subject:Wendt Ranch GHAD 2019-2020 Budget BACKGROUND: (CONT'D) Exhibit A. In addition, the GHAD Board is being requested to update the GHAD General Manager payment limits under the existing Consulting Services Agreement (approved on May 19, 2009 by Resolution No. 2009/03) as required by Section 1(e) of that Agreement. The payment limit for FY 2018/2019 was $127,875. The budget attached to Resolution No. 2019/01 as Exhibit A identifies the payment limit for FY 2019/2020 at $121,875. CONSEQUENCE OF NEGATIVE ACTION: The GHAD will not be able to continue operation starting July 1, 2019 if the budget is not approved. AGENDA ATTACHMENTS Wendt Ranch GHAD agenda Wendt Ranch GHAD 2019-2020 Budget Wendt Ranch GHAD Resolution No. 2019/01 MINUTES ATTACHMENTS Wendt Ranch GHAD 2019-2020 Budget revised Signed Wendt Ranch GHAD Res 2019/01 017585.0001 \5484505.1 GHAD BOARD OF DIRECTORS WENDT RANCH GHAD BOARD CHAMBERS ROOM 107, ADMINISTRATION BUIDLING, 651 PINE STREET, MARTINEZ, CALIFORNIA 94553-1229 JOHN GIOIA, Chair of the GHAD Board CANDACE ANDERSEN , Boardmember KAREN MITCHOFF, Boardmember FEDERAL D. GLOVER, Boardmember DIANE BURGIS, Boardmember MEETING AGENDA June 18, 2019 Geologic Hazard Abatement District (GHAD) Board of Directors for Wendt Ranch GHAD: Time: 9:00 a.m. Hearing to consider: 1. A Resolution to Adopt the GHAD Budget for the 2019/2020 Fiscal Year and to update the GHAD Manager payment limit pursuant to the Consulting Services Agreement as recommended by the GHAD Manager and GHAD Attorney (Resolution No. 2019 /01). WIEDEMANN RANCH GEOLOGIC HAZARD ABATEMENT DISTRICT PROGRAM BUDGET FOR FISCAL YEAR 2019/20 2010 Crow Canyon Place, Suite 250  San Ramon, CA 94583  (925) 866-9000  Fax (888) 279-2698 www.engeo.com May 29, 2019 Wiedemann Ranch GHAD Board of Directors Wiedemann Ranch Geologic Hazard Abatement District 651 Pine Street, Room 107 Martinez, CA 94553 Subject: Wiedemann Ranch Geologic Hazard Abatement District Danville, Contra Costa County, and San Ramon, California PROGRAM BUDGET FOR FISCAL YEAR 2019/20 Dear Board Members: Attached is the program budget for the Wiedemann Ranch Geologic Hazard Abatement District (GHAD) for the Fiscal Year 2019/20. The program budget as proposed is $285,025. The budget expenses break down into the following approximate percentages of the total revenue.  Major Repair .............................................................. 0 percent  Preventive Maintenance and Operations .................. 26 percent  Special Projects ......................................................... 1 percent  Administration and Accounting ................................... 4 percent  Additional - Outside Professional Services ................. 5 percent  Reserve ................................................................... 64 percent The budget anticipates FY 2019/20 revenue of $779,104 with an estimated contribution of $494,079 to the reserve fund. A summary of the expenses is shown on Table 4 followed by a brief description of each budget item on the following pages. If you have any questions regarding the contents of this letter, please contact us. Sincerely, Wiedemann Ranch Geologic Hazard Abatement District ENGEO Incorporated, GHAD Manager ENGEO Project No. 3586.002.018 Haley Trindle Eric Harrell ht/eh/nl Wiedemann Ranch GHAD Board of Directors 3586.002.018 Wiedemann Ranch Geologic Hazard Abatement District May 29, 2019 BUDGET FOR FISCAL YEAR 2019/20 Page 1 Wiedemann Ranch Geologic Hazard Abatement District Program Budget Fiscal Year 2019/20 The following budget summarizes the anticipated expenditures for fiscal year 2019/20 for the Wiedemann Ranch Geologic Hazard Abatement District, which currently includes the Henry Ranch, Norris Canyon Estates, Elworthy Ranch, and Red Hawk (Podva) developments. The GHAD has acquired monitoring, maintenance, and repair responsibilities within the Henry Ranch development. Monitoring, maintenance, and repair responsibilities for portions of the Norris Canyon Estates development have been accepted by the GHAD, while transfer of the remaining parcels is pending and expected to be completed in FY 2019/20. Improvements within the Elworthy Ranch development were offered to the GHAD in December 2017, but have not been accepted by the GHAD due to developer required maintenance or repair of future GHAD maintained improvements. GHAD Maintained improvements within the Red Hawk (Podva) development will be eligible for offer to the GHAD in fiscal year 2019/20. The structure of the Wiedemann Ranch GHAD is shown below. Wiedemann Ranch GHAD Board of Directors 3586.002.018 Wiedemann Ranch Geologic Hazard Abatement District May 29, 2019 BUDGET FOR FISCAL YEAR 2019/20 Page 2 The fiscal year for the Wiedemann Ranch GHAD begins on July 1. The budget is divided into four categories including Major Repair, Preventive Maintenance and Operations, Special Projects, and Administration and Accounting. As needed, the GHAD Manager may reallocate funds without additional Board approval. The 2018/19 assessment amounts were as follows: TABLE 1: Actual FY 2018/19 Assessment Limits DEVELOPMENT TYPE OF RESIDENCE 2018/19 ASSESSMENT LIMIT Norris Canyon Estates Single Family $915.56 Henry Ranch Single Family $886.46 Elworthy Ranch Single Family $1,535.80 Elworthy Ranch Apartment $767.90 Red Hawk (Podva) Single Family $2,575.24 The annual assessment limits are as follows: TABLE 2: Actual CPI Adjustments and Assessment Limit for Single-Family Residential Properties FISCAL YEAR SAN FRANCISCO-OAKLAND- HAYWARD CPI (JUNE /JUNE) ANNUAL ASSESSMENT AND LEVY NORRIS CANYON ESTATES HENRY RANCH ELWORTHY RANCH REDHAWK 1999/00 $550.00 2000/01 4.22% $573.22 $555.00 2001/02 6.61% $611.11 $591.69 2002/03 1.18% $618.29 $598.65 2003/04 1.60% $628.18 $608.22 2004/05 1.41% $637.03 $616.79 2005/06 1.06% $643.80 $623.34 2006/07 3.93% $669.10 $647.84 2007/08 3.38% $691.71 $669.73 2008/09 4.19% $720.70 $687.80 2009/10 0.23% $722.34 $699.38 2010/11 1.07% $730.08 $706.88 2011/12 2.43% $747.80 $724.03 2012/13 2.64% $767.51 $743.12 2013/14 2.56% $787.13 $762.12 2014/15 3.00% $810.75 $784.99 $1,360.00 2015/16 2.29% $829.32 $802.96 $1,391.14 2016/17 2.67% $851.48 $824.42 $1,428.31 $2.395.00 2017/18 3.48% $881.12 $853.12 $1,478.04 $2,478.39 2018/19 3.91% $915.56 $866.46 $1,535.80 $2,575.24 The GHAD is funded through real property assessments. The assessment limits are adjusted annually on June 30 to reflect the percentage change in the San Francisco-Oakland-Hayward Wiedemann Ranch GHAD Board of Directors 3586.002.018 Wiedemann Ranch Geologic Hazard Abatement District May 29, 2019 BUDGET FOR FISCAL YEAR 2019/20 Page 3 Consumers Price Index (CPI) for All Urban Consumers. The assessment limits were adjusted up 3.91 percent from the 2017/18 assessment levels. The final assessment roll prepared for the 2017/18 fiscal year and submitted to the Contra Costa County Assessor’s Office identifies 571 properties subject to the levy of the GHAD assessment. The total levy amount for the 2018/19 FY was $602,559.70. Based on the San Francisco-Oakland-Hayward CPI data reported through April 2019, for budgeting purposes, we have estimated a FY 2019/20 inflation rate adjustment of 3.5 percent. We estimate that 578 residential units will be subject to assessment in the FY 2019/20. In general, the budget amounts listed are based on the Engineers’ Reports approved by the Wiedemann Ranch GHAD Board of Directors in 2001 for the Norris Canyon Estates and Henry Ranch developments, in 2014 for the Elworthy Ranch development, and in 2016 for the Red Hawk (Podva) development. The budget amounts have been inflation adjusted to provide the estimates. MAJOR REPAIR Included within the major repair category are those repair or improvement projects that are intermittent and, by their nature, do not fit within a scheduled maintenance program. Minor slope repair and erosion control items are generally funded within the Preventive Maintenance and Operations category. For the purposes of this budget, we define major repairs as those estimated at over $50,000. PREVENTIVE MAINTENANCE AND OPERATIONS Preventive maintenance and operations include professional services, slope stabilization services, and erosion protection within the District. Professional services include site monitoring events as scheduled in the GHAD Plan of Control. Slope stabilization and erosion protection responsibilities include the open space slopes and creek channels. GHAD-maintained improvements generally include the District’s slopes, concrete-lined drainage ditches, retaining walls, subsurface drainage facilities, monitoring instruments including settlement monitoring devices, storm drain facilities, and the creek channels. SPECIAL PROJECTS The Special Projects category allows the GHAD to budget for projects beneficial to the GHAD that are not included in one of the other three categories. Special projects can include items such as global positioning system (GPS)/geographic information system (GIS) development for GHAD maintained improvements; website development and maintenance; and reserve studies to reevaluate the financial condition of the GHAD. ADMINISTRATION AND ACCOUNTING Administrative expenses include the General Manager duties related to the operation and administration of the GHAD. These include clerical and accounting functions. Wiedemann Ranch GHAD Board of Directors 3586.002.018 Wiedemann Ranch Geologic Hazard Abatement District May 29, 2019 BUDGET FOR FISCAL YEAR 2019/20 Page 4 TABLE 3: Summary of Use of Funds USE OF FUNDS FY 2018/19 ESTIMATE* FY 2018/19 BUDGET FY 2019/20 PROPOSED PERCENT CHANGE FROM FY 2018/19 Major Repairs Subtotal $0 $0 $0 0.0% Preventive Maintenance and Operations - Professional Services Open Space Scheduled Monitoring Events $15,000 $21,000 $21,000 Heavy Rainfall Monitoring Events $160 $6,000 $6,000 Transfer of Open Space and GHAD Maintained Improvements $2,500 $18,000 $12,000 Technical Consultants, Parcel Transfer (Outside Services) $0 $10,000 $4,000 Subtotal $17,660 $55,000 $43,000 -21.8% Preventive Maintenance and Operations - Maintenance and Operations Sediment Removal Concrete Structures $11,250 $16,500 $16,500 Erosion Control $13,241 $60,000 $65,000 Slope Stabilization $67,706 $70,000 $75,000 Subtotal $92,197 $146,500 $156,500 6.8% Special Projects GPS/GIS Development $586 $5,000 $5,000 Web Site Maintenance/Updates $948 $2,000 $2,000 Reserve Study $3,500 $4,000 $4,000 Subtotal $5,034 $11,000 $11,000 0.0% Administration and Accounting – GHAD Manager Administration and Accounting $30,000 $30,000 $30,000 Budget Preparation $4,500 $4,500 $4,500 Subtotal $34,500 $34,500 $34,500 0.0% Administration and Accounting – Outside Professional Services Assessment Roll and Levy Update $3,330 $4,500 $4,500 Legal Counsel $5,693 $12,000 $12,000 Treasurer $13,093 $12,500 $14,500 Contra Costa County Assessor’s Fees $748 $750 $775 California Association of GHADs Membership $400 $250 $250 Insurance $1,196 $8,000 $8,000 Subtotal $24,460 $38,000 $40,025 5.3% A summary of the proposed Fiscal Year 2019/20 Budget is shown in Table 4. Wiedemann Ranch GHAD Board of Directors 3586.002.018 Wiedemann Ranch Geologic Hazard Abatement District May 29, 2019 BUDGET FOR FISCAL YEAR 2019/20 Page 5 TABLE 4 : Summary of Proposed Fiscal Year 2019/20 Budget BUDGET ITEM BUDGET AMOUNT PERCENT OF TOTAL BUDGET (FY 2019/20) PERCENT OF TOTAL BUDGET (FY 2018/19) MAJOR REPAIRS TOTAL $0 0% 0% PREVENTIVE MAINTENANCE AND OPERATIONS Professional Services Scheduled Monitoring Events $21,000 Heavy Rainfall Monitoring Events $6,000 Transfer of Subdivisions 7575, 7996, 7998, Elworthy Ranch, and Red Hawk $12,000 Transfer of Subdivisions 7575, 7996, 7998, Elworthy Ranch, and Red Hawk $4,000 Subtotal $43,000 Maintenance and Operations Concrete-Lined Drainage Ditches and Maintenance Roads $16,500 Erosion Control including Creek Channels $65,000 Slope Stabilization $75,000 Subtotal $156,500 TOTAL $199,500 26% 30% SPECIAL PROJECTS Reserve Study $4,000 GPS/GIS Development $5,000 Web Site Maintenance and Updates $2,000 TOTAL $11,000 1% 2% ADMINISTRATION AND ACCOUNTING Administration and Accounting – GHAD Manager Administration and Accounting $30,000 Annual Report and Budget Preparation $4,500 Subtotal $34,500 4% 5% Administration and Accounting - Outside Professional Services - Nontechnical Assessment Roll and Levy Update Preparation $4,500 Legal Counsel $12,000 Wiedemann Ranch GHAD Treasurer $14,500 Contra Costa County Assessor’s Fees $775 California Association of GHADs Membership $250 Insurance $8,000 Subtotal $40,025 5% 5% TOTAL $74,525 PROPOSED EXPENDITURES TOTAL $285,025 36% 42% Wiedemann Ranch GHAD Board of Directors 3586.002.018 Wiedemann Ranch Geologic Hazard Abatement District May 29, 2019 BUDGET FOR FISCAL YEAR 2019/20 Page 6 BUDGET ITEM BUDGET AMOUNT PERCENT OF TOTAL BUDGET (FY 2019/20) PERCENT OF TOTAL BUDGET (FY 2018/19) ESTIMATED REVENUE Beginning Balance - June 30, 2018 $4,652,005 ESTIMATED FY 2018/19 REVENUE Estimated Assessment Revenue $602,560 Estimated Assessment Interest/Dividend Revenue $239,747 ESTIMATED 2018/19 EXPENSES Estimated Expenses through 6/30/2019 ($173,851) ESTIMATED RESERVE ON JUNE 30, 2019 $5,320,461 ESTIMATED 2019/20 REVENUE Estimated FY 2019/20 Assessment $643,255 Estimated FY 2019/20 Interest/Dividend $135,849 ESTIMATED 2019/20 EXPENSES Estimated Expenses through June 30, 2020 ($285,025) ESTIMATED RESERVE ON JUNE 30, 2020 $5,814,540 At the beginning of the 2019/20 fiscal year, the cumulative reserve is estimated at $5,320,461 and about $5,814,540 at the end of the 2019/20 fiscal year. As shown on the graph below, the forecast cumulative reserve is above the amount estimated in the 2001, 2014, and 2016 Engineers’ Reports and is estimated to reach approximately $10,900,000 by 2041, 40 years since the Henry Ranch development was annexed into the Wiedemann Ranch GHAD. The GHAD reserve is intended to fund unanticipated expenses that may occur. 0 2,000,000 4,000,000 6,000,000 8,000,000 10,000,000 12,000,000 14,000,000 200120032005200720092011201320152017201920212023202520272029203120332035203720392041DollarsFiscal Year July 1 through June 30 Wiedemann Ranch GHAD -Cumulative Reserve Norris Canyon Estates, Henry Ranch, Elworthy Ranch, and Red Hawk Forecast Cumulative Reserve Actual Cumulative Reserve Wiedemann Ranch GHAD Board of Directors 3586.002.018 Wiedemann Ranch Geologic Hazard Abatement District May 29, 2019 BUDGET FOR FISCAL YEAR 2019/20 Page 7 We attribute the additional reserve accumulation to a number of factors including: (1) the Wiedemann Ranch GHAD has acquired monitoring and maintenance responsibilities for all of Henry Ranch, Subdivision 7578 and portions of Subdivisions 7575, 7996, and 7998, but does not yet have maintenance and monitoring responsibilities for the remainder of the Norr is Canyon Estates, Elworthy Ranch, and Red Hawk developments, (2) six of the past twelve winters have had below-average rainfall; therefore, there has been a reduced level of slope instability and erosion, (3) a large-scale repair (estimated at $1,000,000 in 2001 dollars every 10 years) has not been necessary within the GHAD-maintained areas, and (4) the budgets submitted and expenditures by the GHAD manager reflect the lower level of activity due to weather conditions and limited geographic responsibilities, thus allowing a higher percentage of the GHAD revenues to be applied to the reserve portion of the budget, while maintaining an appropriate monitoring and maintenance program. Special Condition 1(e) of the approved Consulting Services Agreement provides that a payment limit shall be determined each fiscal year by a resolution of the GHAD Board. For fiscal year 2019/20 (July 1, 2019 through June 30, 2020), the payment limit is set at $109,700. The tasks included within the payment limit may include site monitoring events, transfer of monitoring and maintenance responsibilities, oversight of maintenance and repair projects, administration, accounting, assessment roll updates, and budget preparation. TABLE 5: Payment Limit TASK AMOUNT Scheduled Monitoring Events $21,000 Heavy Rainfall Monitoring Events $6,000 Transfer of Parcels $12,000 Concrete-Lined Drainage Ditch Maintenance $3,3001 Erosion Control $9,7501 Slope Stabilization $11,2501 Special Projects (GPS, Website, and Reserve Study) $11,000 Administration and Accounting $30,000 Budget Preparation $4,500 Assessment Roll and Levy Update $900 TOTAL $109,700 1Dependent on maintenance and/or repair activities by the GHAD during FY 2019/20. ENGEO payment limit is estimated at 20% of the total budget item. PREVENTIVE MAINTENANCE AND OPERATIONS There are currently no ongoing major repair projects and none are anticipated for the 2019/20 fiscal year within the GHAD-maintained areas of the Wiedemann Ranch GHAD. Minor slope repair and erosion control items are generally funded within the Preventive Maintenance and Operations category. While no major repairs are ongoing at this time, by their nature, major repairs such as landslides are unpredictable and could occur during the 2019/20 fiscal year. The reserve portion of the budget allows for funding toward these unpredictable events. Wiedemann Ranch GHAD Board of Directors 3586.002.018 Wiedemann Ranch Geologic Hazard Abatement District May 29, 2019 BUDGET FOR FISCAL YEAR 2019/20 Page 8 Professional Services Scheduled Monitoring Events As provided in the Plan of Control, we have three scheduled monitoring events within the GHAD during each calendar year. Estimated budget $21,000 Heavy Rainfall Events We have budgeted for two heavy rainfall-monitoring events during the 2019/20 winter season. Estimated budget $6,000 Transfer of Parcels within Norris Canyon Estates, Elworthy Ranch, and Red Hawk to the GHAD In FY 2013/14, the remainder of parcels within the Norris Canyon Estates development, not previously accepted by the Wiedemann Ranch GHAD, were offered to the GHAD by the project developers. In 2017, parcels within the Elworthy development were offered to the GHAD. As provided in the Plan of Control, part of the ongoing transfer process is an inspection of the GHAD-maintained improvements. GHAD maintained improvements within the Red Hawk (Podva) development will be eligible for transfer in FY 2019/20. We have provided a budget estimate for the ongoing transfer process activities within the GHAD. Estimated budget $12,000 Transfer of Parcels within Norris Canyon Estates to the GHAD (Outside Professional Services) As part of the ongoing transfer process, the GHAD has contracted with Darwin Myers of Darwin Myers Associates to provide for third-party review of the GHAD-maintained improvements prior to transfer. We have provided a budget estimate for the ongoing transfer process during the 2019/20 fiscal year. Estimated budget $4,000 Maintenance and Operations Concrete-Lined Drainage Ditches, Debris Catchment Structures, and Maintenance Roads This budget item is to provide for the removal of vegetation and cleaning of concrete-lined drainage ditches and debris catchment structures within the GHAD-accepted portions of the Wiedemann Ranch GHAD. Currently, this includes approximately 32,000 lineal feet of ditch cleaning. In addition, this item provides for removal of vegetation from maintenance roads. Estimated budget $16,500 Erosion Control Anticipated tasks under this budget item include the repair of slope or creek erosion and removal of debris from creek channel culverts. Cleaning and vegetation management of the detention basin is included within this budget item. Estimated budget $65,000 Slope Stabilization This is for minor repairs, including slope instability or erosion, which may occur during the 2019/20 fiscal year. Purchase of emergency stabilization supplies is included within this budget item. In addition, maintenance and marking of subdrain outfalls is also included in this budget item. Estimated budget $75,000 Wiedemann Ranch GHAD Board of Directors 3586.002.018 Wiedemann Ranch Geologic Hazard Abatement District May 29, 2019 BUDGET FOR FISCAL YEAR 2019/20 Page 9 SPECIAL PROJECTS Global Positioning System (GPS)/Geographic Information System (GIS) Development To provide for a more efficient system to capture, store, update, manipulate, analyze, and display information pertaining to GHAD features (including, but not limited to, subdrains, landslides, drainage facilities, cuts, fills, or slopes), the GHAD has provided a budget item to continue development and use of a GIS database. The database facilitates the tracking of location, maintenance, and repair activities and automates the communication of this information to affected parties. We anticipate GIS database development for FY 2019/20 would include continued transition of available and pertinent information to an electronic format suitable for GIS deployment, and as necessary, field-verification with GPS surveys. Estimated budget $5,000 Web Site Maintenance and Updates To allow for greater access to information about the Wiedemann Ranch GHAD, the GHAD has provided a budget item to update and maintain the existing website launched during the 2013/14 fiscal year. Estimated budget $2,000 Reserve Study During fiscal year 2019/20, a reserve study will be updated based on the levels of expenditure expected to address future maintenance responsibilities, and accumulation the appropriate long-term reserves to address larger geologic events. Estimated budget $4,000 ADMINISTRATION AND ACCOUNTING Administration Administrative expenses include the General Manager duties related to the operation and administration of the GHAD. The budget estimate for the accounting and administrative services are derived from the original GHAD budget used to prepare the GHAD’s Engineer’s Report. Estimated budget $30,000 Annual Report and Budget Preparation This budget provides for the preparation of the annual report and budget. The budget estimate for the accounting and administrative services are derived from the original GHAD budget used to prepare the GHAD’s Engineer’s Report. Estimated budget $4,500 Assessment Roll and Levy Update This budget item allows for preparation of the assessment roll for the District and the updated levy based on the Consumer Price Index adjustment. Estimated budget $4,500 Legal Counsel This budget item allows the GHAD to secure legal counsel for the District as provided under Resolution 2008/01 adopted on November 18, 2008. The duties of the legal counsel may include but not be limited to preparation or review of contracts, grant deeds, right of entry and board resolutions. Estimated budget $12,000 Wiedemann Ranch GHAD Board of Directors 3586.002.018 Wiedemann Ranch Geologic Hazard Abatement District May 29, 2019 BUDGET FOR FISCAL YEAR 2019/20 Page 10 Treasurer This budget item accounts for fees related to investment of the GHAD reserve funds and processing of accounts payable. This budget item allows the GHAD to hire a treasurer for the District as provided under Resolution 2008/01 adopted on November 18, 2008. Estimated budget $14,500 Contra County Assessor’s Fees This budget item allows for fees from the Contra County Assessor’s Office. Estimated budget $775 Association Membership The GHAD maintains membership in the California Association of GHADs. Estimated budget $250 Insurance The GHAD maintains general liability insurance for open space areas within the District. In fiscal year 2019/20 the GHAD may obtain ownership of open space within the Elworthy Ranch development. Estimated budget $8,000 017585.0001 \5488987.1 THE BOARD OF DIRECTORS OF WENDT RANCH GEOLOGIC HAZARD ABATEMENT DISTRICT Adopted this Resolution on June 18, 2019, by the following vote: AYES: NOES: ABSENT: ABSTAIN: RESOLUTION NO. 2019/01 (WENDT RANCH GHAD) SUBJECT: Adopting 2019/2020 annual budget and updating GHAD General Manager payment limits under the existing consulting services agreement. WHEREAS, on February 12, 2002, the Contra Costa County Board of Supervisors adopted Resolution 2002/59 approving the formation of the Wendt Ranch Geologic Hazard Abatement District (GHAD) and appointed itself to serve as the GHAD Board of Directors. WHEREAS, the GHAD Board of Directors desires to adopt the budget for the fiscal year 2019/2020 prepared by the GHAD General Ma nager, ENGEO, Inc., attached hereto as Exhibit A. WHEREAS, on May 19, 2009, pursuant to Resolution No. 2009/03, the GHAD Board approved the consultant services agreement with ENGEO, Inc., to act as General Manager for the GHAD. This Agreement, in section 1(e), requires the GHAD Board to determine by resolution each fiscal year the payment limits for GHAD General Manager services. The budget attached in Exhibit A identifies this limit at $121,875. The Board of Directors of the GHAD HEREBY RESOLVES THAT: 1. The GHAD Board approves the GHAD budget for the 2019/2020 fiscal year of $288,850 attached as Exhibit A and incorporated herein by this reference. 2. The GHAD Board adopts the payment limit for the GHAD General Manager services at $121,875 for fiscal year 2019/2020 as set forth in Exhibit A, and incorporates this payment limit into the consulting services agreement. 017585.0001 \5488987.1 3. The recitals are incorporated herein by this reference. This Resolution shall become effective immediately upon its passage and adopt ion. Approved as to form: ___________________________ Patricia Curtin GHAD Attorney WENDT RANCH GEOLOGIC HAZARD ABATEMENT DISTRICT PROGRAM BUDGET FOR FISCAL YEAR 2019/20 2010 Crow Canyon Place, Suite 250  San Ramon, CA 94583  (925) 866-9000  Fax (888) 279-2698 www.engeo.com May 28, 2019 Wendt Ranch GHAD Board of Directors Wendt Ranch Geologic Hazard Abatement District 651 Pine Street, Room 107 Martinez, CA 94553 Subject: Wendt Ranch Geologic Hazard Abatement District Contra Costa County, California PROGRAM BUDGET FOR FISCAL YEAR 2019/20 Dear Board Members: Attached is the program budget for the Wendt Ranch Geologic Hazard Abatement District (GHAD) for the Fiscal Year 2019/20. The program budget as proposed is $288,850. The budget expenses break down into the following approximate percentages of the total revenue.  Major Repair .............................................................. 0 percent  Preventive Maintenance and Operations .................. 29 percent  Special Projects ......................................................... 1 percent  Administration and Accounting ................................... 7 percent  Additional - Outside Professional Services ................. 5 percent  Reserve ................................................................... 58 percent The budget anticipates FY 2019/20 revenue of $738,604 with an estimated contribution of $404,640 to the reserve fund. A summary of the expenses is shown on Table 4 followed by a brief description of each budget item on the following pages. If you have any questions regarding the contents of this letter, please contact us. Sincerely, Wendt Ranch Geologic Hazard Abatement District ENGEO Incorporated, GHAD Manager ENGEO Project No. 4063.002.018 Haley Trindle Eric Harrell ht/eh/dt Wendt Ranch GHAD Board of Directors 4063.002.018 Wendt Ranch Geologic Hazard Abatement District May 28, 2019 BUDGET FOR FISCAL YEAR 2019/20 Page 1 Wendt Ranch Geologic Hazard Abatement District Program Budget Fiscal Year 2019/20 The following proposed program budget summarizes the anticipated receivables and expenditures for fiscal year 2019/20 for the Wendt Ranch Geologic Hazard Abatement District, which includes Wendt Ranch, Intervening Properties (Monterosso), and the Alamo Creek communities. The structure of the Wendt Ranch GHAD is shown below. The GHAD has maintenance and monitoring responsibilities and is the property owner for the following parcels within the District. The parcels listed include all of the open space parcels within the Monterosso and Wendt Ranch developments. Maintenance, monitoring responsibilities, and ownership for the listed parcels were transferred to the GHAD in February and March 2009. Wendt Ranch GHAD Board of Directors 4063.002.018 Wendt Ranch Geologic Hazard Abatement District May 28, 2019 BUDGET FOR FISCAL YEAR 2019/20 Page 2 TABLE 1: Parcels owned by GHAD ASSESSOR’S PARCEL NUMBER PARCEL DESCRIPTION Monterosso (Intervening Properties) Development 206-020-094 I Western Water Quality Basin 206-020-095 K Western Open Space 206-580-036 B Open Space North of Casablanca Bridge 206-020-093 C Eastern Open Space 206-580-038 J Northeast Bioretention Cell 206-630-053 E Southeast Bioretention Cell Wendt Ranch Development 206-030-037 A, 8698 Wendt Ranch Southern Open Space including Buffalo Wetlands 206-650-011 B, 8847 Wendt Ranch Western Open Space, North of Casablanca 206-030-038 B, 8698 Wendt Ranch Western Open Space, South of Casablanca 206-030-034 D, 8002 Wendt Ranch Detention Basin Maintenance and monitoring responsibilities for the remaining properties within the GHAD, not listed above, are the responsibility of the individual property owners, although a number of parcels have been offered to the GHAD, but have not yet been accepted by the GHAD due to punchlist items remaining to be completed. Within this budget, it is anticipated that during the 2019/20 fiscal year, additional parcels within the Alamo Creek development will be transferred to the Wendt Ranch GHAD and these expenses have been anticipated in the 2019/20 budget estimates. The fiscal year for the Wendt Ranch GHAD begins on July 1. The budget is divided into four categories including Major Repair; Preventive Maintenance and Operations; Special Projects; and Administration and Accounting. As needed, the GHAD Manager may reallocate funds without additional Board approval. The annual assessment limits are as follows: TABLE 2: Actual CPI Adjustments and Assessment Limit for Single Family Residential Properties FISCAL YEAR SAN FRANCISCO- OAKLAND-HAYWARD CPI (JUNE /JUNE) ASSESSMENT LIMIT ANNUAL ASSESSMENT LEVY 2005/06 $422.00 $300.00 2006/07 3.93% $438.57 $311.78 2007/08 3.36% $453.30 $322.25 2008/09 4.19% $472.30 $335.75 2009/10 0.23% $473.37 $336.51 2010/11 1.07% $478.45 $340.12 2011/12 2.43% $490.06 $348.37 2012/13 2.64% $502.98 $357.55 2013/14 2.56% $515.84 $366.69 2014/15 3.00% $531.32 $377.70 Wendt Ranch GHAD Board of Directors 4063.002.018 Wendt Ranch Geologic Hazard Abatement District May 28, 2019 BUDGET FOR FISCAL YEAR 2019/20 Page 3 FISCAL YEAR SAN FRANCISCO- OAKLAND-HAYWARD CPI (JUNE /JUNE) ASSESSMENT LIMIT ANNUAL ASSESSMENT LEVY 2015/16 2.29% $543.49 $386.35 2016/17 2.67% $558.01 $396.67 2017/18 3.48% $577.44 $410.48 2018/19 3.91% $600.00 $426.52 The GHAD is funded through real property assessments. The assessment limits are adjusted annually on June 30 to reflect the percentage change in the San Francisco-Oakland-Hayward Consumers Price Index (CPI) for All Urban Consumers. The assessment limits were adjusted up 3.91 percent from the 2017/18 assessment levels. The final assessment roll prepared for the 2018/19 fiscal year and submitted to the Contra Costa County Assessor’s Office identifies 1,268 properties subject to the levy of the GHAD assessment. The total levy amount for the 2018/19 FY was $569,025.84. Based on the San Francisco-Oakland-Hayward CPI data reported through April 2019, for budgeting purposes, we have estimated a FY 2019/20 inflation rate adjustment of 3.5 percent. We estimate that 1,284 residential units will be subject to assessment in FY 2019/20. Parcels are subject to the levy starting the first fiscal year following issuance of a building permit. In general, the budget amounts listed are based on the Engineer’s Report approved by the Wendt Ranch GHAD Board of Directors in 2005. The budget amounts have been inflation adjusted to provide the estimates. MAJOR REPAIR Included within the major repair category are those repair or improvement projects that are intermittent and, by their nature, do not fit within a scheduled maintenance program. Minor slope repair and erosion control items are generally funded within the Preventive Maintenance and Operations category. For the purposes of this budget, we define major repairs as those estimated at over $50,000. PREVENTIVE MAINTENANCE AND OPERATIONS Preventive maintenance and operations include professional services, slope stabilization services, and erosion protection within the District. Professional services include site monitoring events as scheduled in the GHAD Plan of Control. Slope stabilization and erosion protection responsibilities include the open space slopes and creek channels. GHAD-maintained improvements generally include the District’s slopes, concrete-lined drainage ditches, retaining walls, subsurface drainage facilities, monitoring instruments including settlement monitoring devices, storm drain facilities, and the creek channels. SPECIAL PROJECTS The Special Projects category allows the GHAD to budget for projects beneficial to the GHAD that are not included in one of the other three categories. Special projects can include items such as global positioning system (GPS)/geographic information system (GIS) development for GHAD Wendt Ranch GHAD Board of Directors 4063.002.018 Wendt Ranch Geologic Hazard Abatement District May 28, 2019 BUDGET FOR FISCAL YEAR 2019/20 Page 4 maintained improvements; website development and maintenance; and reserve studies to reevaluate the financial condition of the GHAD. ADMINISTRATION AND ACCOUNTING Administrative expenses include the General Manager duties related to the operation and administration of the GHAD. These include clerical and accounting functions. TABLE 3: Summary of Use of Funds USE OF FUNDS FY 2018/19 ESTIMATE* FY 2018/19 BUDGET FY 2019/20 PROPOSED PERCENT CHANGE FROM FY 2018/19 MAJOR REPAIRS Subtotal $0 $0 $0 0.0% PREVENTIVE MAINTENANCE AND OPERATIONS - PROFESSIONAL SERVICES Open Space Scheduled Monitoring Events $13,021 $16,000 $16,000 Heavy Rainfall Monitoring Events $218 $8,000 $8,000 Bioretention Cell Scheduled Monitoring Events $653 $4,000 $4,000 Bioretention Heavy Rainfall Monitoring Events $1,351 $2,000 $2,000 Transfer of Open Space and GHAD Maintained Improvements $7,719 $18,000 $12,000 Technical Consultants, Parcel Transfer (Outside Services) $1,898 $8,000 $4,000 Subtotal $24,860 $56,000 $46,000 -17.9% PREVENTIVE MAINTENANCE AND OPERATIONS - MAINTENANCE AND OPERATIONS Sediment Removal - Concrete Structures $1,041 $6,000 $6,000 Bioretention and other Water Quality Facilities $0 $15,000 $15,000 Erosion Repairs $0 $15,000 $15,000 Subdrain Outlets $157 $1,500 $1,500 Detention Basins $8,706 $30,000 $30,000 Creek Bank Maintenance $0 $20,000 $20,000 Slope Stabilization $23,072 $25,000 $25,000 Trail, Fire Break, and Fence Maintenance $16,800 $40,000 $40,000 Subtotal $49,777 $152,500 $152,500 0.0% Wendt Ranch GHAD Board of Directors 4063.002.018 Wendt Ranch Geologic Hazard Abatement District May 28, 2019 BUDGET FOR FISCAL YEAR 2019/20 Page 5 USE OF FUNDS FY 2018/19 ESTIMATE* FY 2018/19 BUDGET FY 2019/20 PROPOSED PERCENT CHANGE FROM FY 2018/19 SPECIAL PROJECTS GPS/GIS Development $1,204 $5,000 $5,000 Web Site Maintenance/Updates $790 $2,000 $2,000 Reserve Study $3,000 $4,000 $4,000 Subtotal $4,994 $11,000 $11,000 0.0% ADMINISTRATION AND ACCOUNTING – GHAD MANAGER Administration and Accounting $42,000 $42,000 $42,000 Budget Preparation $4,000 $4,000 $4,000 Subtotal $46,000 $46,000 $46,000 0.0% ADMINISTRATION AND ACCOUNTING – OUTSIDE PROFESSIONAL SERVICES Assessment Roll and Levy Update $5,680 $5,000 $5,000 Legal Counsel $5,693 $12,000 $12,000 Treasurer $8,800 $9,000 $10,000 Contra Costa County Assessor’s Fees $1,327 $1,400 $1,400 California Association of GHADs Membership $417 $450 $450 Insurance $708 $3,750 $4,500 Subtotal $22,625 $31,600 $33,350 5.5% A summary of the proposed Fiscal Year 2019/20 Budget is shown in Table 4. TABLE 4: Summary of Proposed Fiscal Year 2019/20 Budget BUDGET ITEM BUDGET AMOUNT PERCENT OF TOTAL BUDGET (FY 2019/20) PERCENT OF TOTAL BUDGET (FY 2018/19) MAJOR REPAIRS Total $0 0% 0% PREVENTIVE MAINTENANCE AND OPERATIONS Professional Services Scheduled Monitoring Events $16,000 Heavy Rainfall Monitoring Events $8,000 Bioretention Cell Scheduled Monitoring Events $4,000 Bioretention Heavy Rainfall Monitoring Events $2,000 Transfer of Open Space and GHAD Maintained Improvements $12,000 Technical Consultants, Parcel Transfer (Outside Services) $4,000 Subtotal $46,000 Wendt Ranch GHAD Board of Directors 4063.002.018 Wendt Ranch Geologic Hazard Abatement District May 28, 2019 BUDGET FOR FISCAL YEAR 2019/20 Page 6 BUDGET ITEM BUDGET AMOUNT PERCENT OF TOTAL BUDGET (FY 2019/20) PERCENT OF TOTAL BUDGET (FY 2018/19) Maintenance and Operations Sediment Removal - Concrete Structures $6,000 Bioretention and other Water Quality Facilities $15,000 Erosion Repairs $15,000 Subdrain Outlets $1,500 Detention Basins $30,000 Creek Bank Maintenance $20,000 Slope Stabilization $25,000 Trail, Fire Break, and Fence Maintenance $40,000 Subtotal $152,500 Preventive Maintenance and Operations Total $198,500 29% 36% SPECIAL PROJECTS Reserve Study $4,000 GPS/GIS Development $5,000 Web Site Maintenance and Updates $2,000 Total $11,000 1% 2% ADMINISTRATION AND ACCOUNTING – GHAD MANAGER Administration and Accounting $42,000 Annual Report and Budget Preparation $4,000 Subtotal $46,000 7% 8% Outside Professional Services - Nontechnical Assessment Roll and Levy Update Preparation $5,000 Legal Counsel $12,000 Wendt Ranch GHAD Treasurer $10,000 Contra Costa County Assessor’s Fees $1,400 California Association of GHADs Membership $450 Insurance $4,500 Subtotal $33,350 5% 5% Administration and Accounting Total $79,350 Proposed Expenditures Total $288,850 42% 51% Wendt Ranch GHAD Board of Directors 4063.002.018 Wendt Ranch Geologic Hazard Abatement District May 28, 2019 BUDGET FOR FISCAL YEAR 2019/20 Page 7 BUDGET ITEM BUDGET AMOUNT PERCENT OF TOTAL BUDGET (FY 2019/20) PERCENT OF TOTAL BUDGET (FY 2018/19) ESTIMATED REVENUE Beginning Balance Balance (June 30, 2018) $3,358,687 Estimated FY 2018/19 Revenue Estimated Assessment Revenue $569,026 Estimated Assessment Interest/Dividend Revenue $169,578 Estimated Expenses 2018/19 Expenses Estimated Expenses through 6/30/2019 $148,254 ESTIMATED RESERVE ON JUNE 30, 2019 $3,949,037 Estimated 2019/20 Revenue Estimated FY 2019/20 Assessment $596,005 Estimated FY 2019/20 Interest/Dividend $97,485 Estimated 2019/20 Expenses Estimated Expenses through June 30, 2020 $288,850 ESTIMATED RESERVE ON JUNE 30, 2020 $4,353,677 At the beginning of the 2019/20 fiscal year, the cumulative reserve is estimated at $3,949,037 and about $4,353,677 at the end of the 2019/20 fiscal year. As shown on the graph below, the forecast cumulative reserve is above the amount estimated in the 2005 Engineer’s Reports and is estimated to reach approximately $16,920,000 by 2045. The GHAD reserve is intended to fund unanticipated expenses that may occur. $0 $2,000,000 $4,000,000 $6,000,000 $8,000,000 $10,000,000 $12,000,000 $14,000,000 $16,000,000 $18,000,000 20062008201020122014201620182020202220242026202820302032203420362038204020422043DollarsFiscal Year -July 1 through June 30 Wendt Ranch GHAD -Cumulative Reserve Forecast Cumulative Reserve Actual Cumulative Reserve Wendt Ranch GHAD Board of Directors 4063.002.018 Wendt Ranch Geologic Hazard Abatement District May 28, 2019 BUDGET FOR FISCAL YEAR 2019/20 Page 8 We attribute the additional reserve accumulation to a number of factors including: (1) The Wendt Ranch GHAD has not yet accepted monitoring and maintenance responsibilities for open space surrounding the Alamo Creek development; (2) six of the past twelve winters have had below- average rainfall; therefore, there has been a reduced level of slope instability and erosion; (3) a large-scale repair has not been necessary within the GHAD-maintained areas; and (4) the budgets submitted and expenditures made by the current GHAD manager reflect the lower level of activity due to weather conditions and limited geographic responsibilities, thus allowing a higher percentage of the GHAD revenues to be applied to the reserve portion of the budget, while maintaining an appropriate monitoring and maintenance program. Special Condition 1(e) of the approved Consulting Services Agreement provides that a payment limit shall be determined each fiscal year by a resolution of the GHAD Board. For fiscal year 2019/20 (July 1, 2019 through June 30, 2020), the payment limit is set at $121,875. The tasks included within the payment limit may include site monitoring events, transfer of monitoring and maintenance responsibilities, oversight of maintenance and repair projects, administration, accounting, assessment roll updates, and budget preparation. TABLE 4: Payment Limit TASK AMOUNT Scheduled Monitoring Events $16,000 Heavy Rainfall Monitoring Events $8,000 Bioretention Cell Scheduled Monitoring Events $4,000 Bioretention Heavy Rainfall Monitoring Events $2,000 Transfer of Parcels $12,000 Concrete-Lined Drainage Ditch Maintenance $9001 Bioretention and other Water Quality Facilities $2,2501 Erosion Repairs $2,2501 Subdrain Outlets $2251 Detention Basins $4,5001 Creek Bank Maintenance $3,0001 Slope Stabilization $3,7501 Trail, Fire Break, and Fence Maintenance $6,0001 Special Projects (GPS, Website, and Reserve Study) $11,000 Administration and Accounting $42,000 Budget Preparation $4,000 Total $121,875 1Dependent on maintenance and/or repair activities by the GHAD during FY 2019/20. ENGEO payment limit is estimated at 20% of the total budget item. PREVENTIVE MAINTENANCE AND OPERATIONS There are currently no ongoing major repair projects, and none are anticipated for the 2019/20 fiscal year within the GHAD-maintained areas of the Wendt Ranch GHAD. Minor slope repair and erosion control items are generally funded within the Preventive Maintenance and Operations category. While no major repairs are ongoing at this time, by their nature, major repairs Wendt Ranch GHAD Board of Directors 4063.002.018 Wendt Ranch Geologic Hazard Abatement District May 28, 2019 BUDGET FOR FISCAL YEAR 2019/20 Page 9 such as landslides are unpredictable and could occur during the 2019/20 fiscal year. The reserve portion of the budget allows for funding toward these unpredictable events. PREVENTIVE MAINTENANCE AND OPERATIONS Professional Services Open Space Scheduled Monitoring Events As provided in the Plan of Control, there are two scheduled monitoring events within the GHAD that will occur during each calendar year including geotechnical instrument monitoring. Estimated budget $16,000 Open Space Heavy Rainfall Events We have budgeted for two heavy rainfall monitoring events during the 2018/19 winter season. Estimated budget $8,000 Bioretention Cell Scheduled Monitoring Events As provided in the Design Report and Operations and Maintenance Manual for Bioretention Facilities, there are two scheduled monitoring events for the two bioretention cells within the GHAD that will occur during November and May. Estimated budget $4,000 Bioretention Heavy Rainfall Events We have budgeted for two heavy rainfall monitoring events for the bioretention facilities during the 2018/19 winter season. Estimated budget $2,000 Transfer of Open Space – Alamo Creek We anticipate in this budget that ownership, maintenance and monitoring responsibilities of additional open space within the Alamo Creek Development may be offered to the GHAD during the 2018/19 fiscal year. As provided in the Plan of Control, the transfer process includes inspections and verification of proper maintenance or condition of the GHAD-maintained improvements. Estimated budget $12,000 Technical Consultants, Parcel Transfer (Outside Services) As part of the transfer process, the GHAD plans to contract with Darwin Myers Associates to provide for third party review of the GHAD-maintained improvements prior to transfer. Estimated budget $4,000 Wendt Ranch GHAD Board of Directors 4063.002.018 Wendt Ranch Geologic Hazard Abatement District May 28, 2019 BUDGET FOR FISCAL YEAR 2019/20 Page 10 Maintenance and Operations Sediment Removal - Concrete Structures This budget item is to provide for the periodic removal of vegetation, cleaning, sealing and minor repair of concrete-lined drainage ditches within the Mustang Soccer Fields, Wendt Ranch, and Intervening Properties (Monterosso) developments. Estimated budget $6,000 Bioretention and other Water Quality Facilities The budget item allows for ongoing maintenance activities as described in the operations and maintenance manual. Estimated budget $15,000 Erosion Repairs This is for unanticipated minor erosion repairs, including those that may occur during the 2018/19 fiscal year. Estimated budget $15,000 Subdrain Outlets This budget item provides for subdrain outlets to be located, relocated, and marked as necessary. Estimated budget $1,500 Detention Basins The budget allows for ongoing maintenance activities. Estimated budget $30,000 Creek Bank Maintenance Anticipated tasks under this budget item include the repair of slope or creek erosion and removal of debris from creek channel culverts. Estimated budget $20,000 Slope Stabilization This is for unanticipated minor repairs, including slope instability or erosion, which may occur during the 2019/20 fiscal year. Estimated budget $25,000 Trail, Fire Break and Fence Maintenance This budget item includes annual firebreak mowing, gravel-surfaced road maintenance, trail maintenance, and fence repairs, which may occur during the 2018/19 fiscal year. Estimated budget $40,000 Wendt Ranch GHAD Board of Directors 4063.002.018 Wendt Ranch Geologic Hazard Abatement District May 28, 2019 BUDGET FOR FISCAL YEAR 2019/20 Page 11 SPECIAL PROJECTS Global Positioning System (GPS)/Geographic Information System (GIS) Development To provide for a more efficient system to capture, store, update, manipulate, analyze, and display information pertaining to GHAD features (including, but not limited to, subdrains, landslides, drainage facilities, cuts, fills, or slopes), the GHAD has provided a budget item to continue development of a GIS database. The database facilitates and streamlines the tracking of location, maintenance, and repair activities and automate the communication of this information to affected parties. This phase of GIS database development will include transition of available and pertinent information to an electronic format suitable for GIS deployment and, as necessary, field-verification of such features with GPS surveys. Estimated budget $5,000 Web Site Maintenance and Updates To allow for greater access to information about the Wendt Ranch GHAD, the GHAD has provided a budget item to update and maintain the existing website launched during the 2013/2014 fiscal year. Estimated budget $2,000 Reserve Study During fiscal year 2019/20, an updated reserve study will be completed based on the levels of expenditure expected to address future maintenance responsibilities, and accumulation the appropriate long-term reserves to address larger geologic events. Estimated budget $4,000 ADMINISTRATION AND ACCOUNTING GHAD Manager Administration and Accounting Administrative expenses include the GHAD Manager duties related to the operation and administration of the GHAD. The budget estimate for the accounting and administrative services are derived from the original GHAD budget used to prepare the GHAD’s Engineer’s Report. Estimated budget $42,000 Budget Preparation This budget provides for the preparation of the annual report and budget. Estimated budget $4,000 Outside Professional Services – Nontechnical Assessment Roll and Levy Update This budget item allows for preparation of the assessment roll for the District and the updated levy based on the Consumer Price Index adjustment. Estimated budget $5,000 Wendt Ranch GHAD Board of Directors 4063.002.018 Wendt Ranch Geologic Hazard Abatement District May 28, 2019 BUDGET FOR FISCAL YEAR 2019/20 Page 12 Legal Counsel This budget item allows the GHAD to secure legal counsel for the District as provided under Resolution 2008/01 adopted on November 18, 2008. The duties of the legal counsel may include but not be limited to, preparation or review of contracts, grant deeds, right of entry and board resolutions. Estimated budget $12,000 Treasurer This budget item accounts for fees related to investment of the GHAD reserve funds and processing of accounts payable. This budget item allows the GHAD to hire a treasurer for th e District as provided under Resolution 2008/01 adopted on November 18, 2008. Estimated cost $10,000 Contra County Assessor’s Fees This budget item accounts for fees from the Contra County Assessor’s Office. Estimated cost $1,400 California Association of GHADs Membership The GHAD maintains membership in the California Association of GHADs. Estimated cost $450 Insurance The GHAD maintains general liability insurance for open space areas within the District. Estimated cost $4,500 THE BOARD OF DIRECTORS OF \ilENDT RANCH GEOLOGIC IIAZARD ABATEMENT DISTRICT Adopted this Resolution on June 18,2019, by the following vote: AYES: C, Anderson, D. Burgis, J. Gioia, F. Glover, K. Mitchoff NOES: 0 ABSENT: O ABSTAIN: O RESOLUTTON NO. 20t9t0t (WENDT RANCH GHAD) SUBJECT: Adopting 201912020 annual budget and updating GHAD General Manager payment limits under the existing consulting services agreement. \ryHEREAS, on February 12,2002, the Contra Costa County Board of Supervisors adopted Resolution 2002159 approving the formation of the Wendt Ranch Geologic Hazard Abatement District (GHAD) and appointed itself to serve as the GHAD Board of Directors. WHEREAS' the GHAD Board of Directors desires to adopt the budget for the frscal year 201912020 prepared by the GHAD General Manager, ENGEO, Inı., attacheJhereto as Exhibit A. \ryHEREAS, on May 7g,2}}g,pursuant to Resolution No. 200gl03,the GHAD Board approved the consultant services agreement with ENGEO, Inc., to act as General Manager for the GHAD. This Agreement, in section 1(e), requires the GHAD Board to determine b! resolution each fiscal year the payment limits for GHAD General Manager services. Túe budget attached in Exhibit A identifies rhis limit at $121,875. The Board of Directors of the GHAD HEREBY RESOLVES THAT: 1. The GHAD Board approves the GHAD budget for the 201912020 fiscal year of $288,850 attached as Exhibit A and incorporated herein uyitris reference. 2. The GHAD Board adopts the payment limit for the GHAD General Manager services at $121,875 for fiscal year 201912020 as set forth in Exhibit A, and incorporatesihis payment limit into the consulting services agreement. 0 I 7585.000 l\5488987. I 3. The recitals are incorporated herein by this reference. This Resolution shall become efective immediately upon its passage and adoption. Apprcved as to form:?ea Pahicia Curtin GHAD Attomey 0 I 7585.0001 \5488987.1 WENDT RANCH GEOLOGIC HAZARD ABATEMENT DISTRICT PROGRAM BUDGET FOR FISCAL YEAR 2O19I2O EXHIBIT A #ç"mam EI\€EO INCORPORATED, General Manager May 28,2019 Wendt Ranch GHAD Board of Directors Wendt Ranch Geologic Hazard Abatement District 651 Pine Street, Room 107 Martinez, CA 94553 subject: wendt Ranch Geotogic HazardAbatement District Contra Costa CountY, California PROGRAM BUDGET FOR F¡SCAL YEAR 2O19I2O Dear Board Members: Attached is the program budget for the Wendt Ranch Geologic Hazard Abatement District (GHAD) for the Fiscal Vear2OlglzO. Íf,e program budget as proposed is $288,850. The budget expenses break doWn into the following approximate percentages of the total revenue' Major RePair . Preventive Maintenance and Operations"' . Special Projects . Administration and Accounting.'......".....'. . Additional - Outside Professional Services o Reserve '.......'.;...' The budget anticipates FY 2019/20 revenue of $738,604 with an estimated contribution of $404,640 to the reserve fund. A summary of the expenses is shown on Table 4 followed by a brief å"ttiiption of each budget item on the following pages' lf you have any questions regarding the contents of this letter, please contact us' Sincerely, Wendt Ranch Geologic Hazard Abatement District ENGEO lncorPorated, GHAD Manager ENGEO Project No. 4063'002.018 ..0 percent 29 percent ..1 percent ..7 percent ..5 percent 58 percent \\^l,rf t \,r,^lh k14- Haley Trindle hVehidt Eric Harrell San Ramon, CA 94583 ' www.engeo.com 2010 Crow CanYon Place, Suiie 250 '(925) 866-9000' Fax (888) 279-2698 Wendt Ranch GHAD Board of Directors Wendt Ranch Geologic Hazard Abatement District BUDGET FOR FISCAL YEAR 2O19I2O 4063.002.018 May 28, 2019 Page 1 Wendt Ranch Geologic Hazard Abatement District Program Budget FiscalYear 2019120 The following proposed program budget summarizes the anticipated receivables and expenditures ior fiscal year 201gt20 for the Wendt Ranch Geologic Hazard Abatement District, which includes Wendt Ranch, lntervening Properties (Monterosso), and the Alamo Creek communities. The structure of the Wendt Ranch GHAD is shown below' , The GHAD has maintenance and monitoring responsibilities and is the property owner for the following parcels within the District. The parcels listed include all of the open space parcels within the Monterosso and Wendt Ranch developments. Maintenance, monitoring responsibilities, and ownership for the listed parcels were transferred to the GHAD in February and March 2009. Wendt Ranch GHAD Board of Directors Wendt Ranch Geologic Hazard Abatement District BUDGET FOR FISCAL YEAR 2O19I2O TABLE l: Parcels owned bY GHAD 4063.002.018 May 28,2019 Page 2 ASSESSOR'S PARCEL NUMBER DESCRIPTIONPARCEL Monterosso (lntervening Properties) Development 206-020-094 206-020-095 206-580-036 206-020-093 206-580-038 206-630-053 I K B c J E Western Water QualitY Basin Western Open SPace Open Space North of Casablanca Bridge Eastern Open SPace Northeast Bioretention Cell Southeast Bioretention Cell Wendt Ranch DeveloPment 206-030-037 4,8698 206-650-011 B,BB47 206-030-038 8,8698 206-030-034 D,8002 Wendt Ranch Southern Open Space including Buffalo Wetlands Wendt Ranch Western Open Space, North of Casablanca Wendt Ranch Western Open Space, South of Casablanca Wendt Ranch Detention Basin TABLE 2: Actual CPI Adiustments and Assessment Limit for single Family Residential Properties $422.00 $300.00 Maintenance and monitor¡ng responsiþ¡l¡ties for the remaining properties within the GHAD' not listed above, are the |""rponJibility of the individual property owners, although a number of parcels have been offered to the GHAD, but have not yet been accepted by the GHAD due to punchlist ;i;r;;;"i;ìr¡i; be compreted. within this buâget, it is anticipated that durins the 2019/20 riscal year, additional parcets wittrin.the Alamo Creeti development will be transferred to the Wendt itanc¡ GHAD and these expenses have been anticipated in the 2019120 budget estimates' The fiscal year for thê Wendt Ranch GHAD begins on July 1. The budget is divided into four categories including Major Repair; Preventive Maintenance and operations; specialProjects;and Administration and Accounting. As needed, the GHAD Manager may realloCate funds without additional Board aPProval. The annual assessment limits are as follows: SAN FRANCISCO. OAKLAND-HAYWARD CP¡ (JUNE /JUNE) ANNUAL ASSESSMENT LEVYASSESSMENT LIMITFISCAL YEAR 2005/06 3.93%$438.57 $311.782006107 3.36%$453.30 $322.252007108 4.19%$472.30 $335.752008/09 0.23o/o $473.37 $336.512009110 1.07%$478.45 $340.122010111 2011112 2.43o/o $490.06 $348.37 2.640/o $502.98 $357.552012t13 2.56%$515.84 $366.692013114 2014115 3.00%$531.32 $377.70 Wendt Ranch GHAD Board of Directors Wendt Ranch Geologic Hazard Abatement District BUDGET FOR FISCAL YEAR 2O19I2O 2.29%2015116 $543.49 4063.002.018 May 28,2019 Page 3 $386,35 SAN FRANCISCO- OAKLAND.HAYWARD cPr (JUNE /JUNE) ANNUAL ASSESSMENT LEVYASSESSMENT LIMITFISCAL YEAR 2016t17 2.67o/o $558.01 $396.67 2017t18 3.48o/o 9577.44 $410.48 2018t19 3.91%$600.00 $426.52 The GHAD is funded through real property assessments. The assessment limits are adjusted annually on June 30 to reflect the percentage change in the San Francisco-Oakland-Hayward Consumers Price lndex (CPl) for All Urban Consumers. The assessment limits were adjusted up 3.91 percent from he 2ß17118 assessment levels. The final assessment roll prepared for the 2O1Bi19 fiscal year and submitted to the Contra Costa County Assessor's Office identifies 1,268 properlies subject to the levy of the GHAD assess-ment. The total levy amount for the 2018/19 FY was $569,025.84. Based on the San Francisco-Oakland-Hayward CPI data reported through April 2019, for budgeting purposes, we have estimated a FY 2019/20 inflation rate adjustment of 3'5 percent. We éstirnaie that 1,284 residential units will be subject to assessment in FY 2019120. Parcels are subject to the levy starting the first fiscal year following issuance of a building permit. ln general, the budget amounts listed are based on the Engineer's Report approved by the Wendt Ranch GHAD Board of Directors in 2005. The budget amounts have been inflation adjusted to provide the estimates. MAJOR REPAIR lncluded within the major repair category are those repair or improvement projects that are intermittent and, by theii natuie, do not fit within a scheduled maintenance program. Minor slope repair and erosion control items are generally funded within the Preventive Maintenance and Operations category. For the purposes of this budget, we define major repairs as those estimated at over $50,000. PREVENTIVE MAINTENANCE AND OPERATIONS preventive maintenance and operations include professional services, slope stabilization services, and erosion protection withín the District. Professional services include site monitoring events as scheduled in the GHAD Plan of Control. Slope stabilization and erosion protection responsibilíties include the open space slopes and creek channels. GHAD-maintained improvements generally include the District's slopes, concrete-lined drainage ditches, retaining *"lls, subsurfaie draiñage facilities, monitoring instruments including settlement monitoring devices, storm drain facilities, and the creek channels. SPECIAL PROJECTS The Special projects category allows the GHAD to budget for projects beneficial to the GHAD that are not included in onã otine other three categories. Special projects can include items such as global positioning system (GPS)/geographic information system (GlS) development for GHAD Wendt Ranch GHAD Board of Directors Wendt Ranch Geologic Hazard Abatement District BUDGET FOR FISCAL YEAR 2O19I2O 4063.002.018 May 28,2019 Page 4 maintained improvements; website. development and maintenance; and reserve studies to reevaluate the financial condition of the GHAD' ADMINISTRATION AND ACCOUNTING Administrative expenses include the General Manager duties related to the operation and administration of the GHAD. These include clerical and accounting functions. TABLE 3: Summary of Use of Funds MAJOR REPAIRS PERGENT CHANGE FROM FY 2018119 USE OF FUNDS FY 2019/20 PROPOSED FY 2018'19 BUDGET FY 2018/19 ESTIMATE* Subtotal $0 $0 $o 0.0% PREVENTIVE MA!NTENANCE AND OPERATI ONS . PROFESSIONAL SERVICES Open Space Scheduled Monitoring Events Heavy Rainfall Monitoring Events Bioretention Cell Scheduled Monitoring Events Bioretention Heavy Rainfall Mon itoring Events Tránsfer of Open SPace and GHAD Maintained lmprovements Technical Consultants, Parcel Transfer $1,89S $8,000 $4,000 $13,021 $21 I $653 $1,351 $7,719 $16,000 $8,000 $4,000 $2,000 $18,000 $16,000 $8,000 $4,000 $2,000 $12,000 lOutside Services)Subtotal $24,860 $56,000 $46,000 -'17.9% PREVENTIVE MAINTENANCE AND OPERA TIONS. MAINTENANCE AND OPERATIONS Sediment Removal - Concrete Structures Bioretention and other Water Quality Facilities Erosion Repairs Subdrain Outlets Detention Basins Creek Bank Maintenance Slope Stabilization $1,041 $0 $0 $1 57 $8,706 $0 $23,072 $16,800 $6,000 $15,000 $15,000 $1,500 $30,000 $20,000 $25,000 $40,000 $6,000 $15,000 $15,000 $1,500 $30,000 $20,000 $25,000 $40,000and Fence MaintenanceTrail, Fire Break, Subtotal ç49,777 $152,500 $152,500 0.0% Wendt Ranch GHAD Board of Directors Wendt Ranch Geologic Hazard Abatement District BUDGET FOR FISCAL YEAR 2O19I2O 4063.002.018 May 28,2019 Page 5 PERCENT CHANGE FROM FY 2018t19 USE OF FUNDS FY 2018'19 BUDGET FY 2019t20 PROPOSED FY 2018t19 ESTIMATE- SPECIAL PROJECTS GPS/GlS Development Web Site Maintenance/UPdates Reserve Study 91,204 $790 $3,000 $5,000 $2,000 $4,000 $5,000 $2,000 $4,000 Subtotal $4'994 $11,000 $11,000 0.0% ADMINISTRATION AND ACCOUNTING - GHAD MANAGER Administration and Accounting $42,OOO $42,000 $42,000 Budget Preparation $4,000 $4,000' $4,000 Subtotal $46,000 $46,000 $46'000 0.0% ADMINISTRATION AND ACCOUNTING . OUTSIDE P ROFESSIONAL SERVICES Assessment Rolland LevY UPdate tegal Counsel Treasurer Contra Costa County Assessor's Fees California Association of GHADs Membership lnsurance $708 $3,750 $4,500 $5,680 $5,693 $8,800 91,327 8417 $5,000 $12,000 $9,000 $1,400 $450 $5,000 $12,000 $10,000 $1,400 $450 Subtotal $22,625 $31,600 $33,350 5.5% A summary of the proposed Fiscal Year 2019120 Budget is shown in Table 4 TABLE 4: Summary of Proposed Fiscal Year 2019120 Budget REPAIRS PERCENT OF TOTAL BUDGET PERCENT OF TOTAL BUDGETBUDGET ITEM (FY 201 (FY 201 BUÐGET AMOUNT Total $o 0%OYo PREVENTIVE MAINTE NANCE AND OPER.ATIONS Professional Services Scheduled Monitoring Events Heavy Rainfall Monitoring Events Bioretention Cell Scheduled Monitoring Events Bioretention Heavy Rainfall Monitoring Events Transfer of Open Space and GHAD Maintained I mProvements Technical Consultants, Parcel Transfer $16,000 $8,000 $4,000 $2,000 $12,000 $4,000(o utside Services)Subtotal $46,000 Wendt Ranch GHAD Board of Directors Wendt Ranch Geologic Hazard Abatement District BUDGET FOR FISCAL YEAR 2O19I2A 4063.002.018 May 28, 2019 Page 6 PERCENT OF TOTAL BUDGET PERCENT OF TOTAL BUDGETBUDGET ITEM 201 201811 BUDGET AMOUNT Maintenance and Operations Sediment Removal - Concrete Structures Bioretention and otherWater Quality Facilities Erosion Repairs Subdrain Outlets Detention Basins Creek Bank Maintenance Slope Stabilization Trail, Fire Break, and Fence Maintenance $6,000 $15,000 $15,000 $1,500 $30,000 $20,000 $25,000 $40,000 Subtotal $152,500 Preventive Maintenance and Operations Total $198,500 29%36% SPECIAL PROJECTS Reserve Study GPS/GlS Development Web Site Maintenance and UPdates $4,000 $5,000 $2,000 Total $11,000 1%2Yo ADMINISTRATION AND ACCOUNTING - GHAD MANAGER Administration and Accounting $42,000 $4,000Annual Report and Budget Preparation Subtotal 7o/o 8% Outside Professional Services - Nontechnical Assessment Rolland LevY UPdate Preparation Legal Counsel Wendt Ranch GHAD Treasurer Contra Costa County Assessor's Fees California Association of GHADs Membership lnsurance $5,000 $12,000 $10,000 $1,400 $450 $4,500 Subtotal $33,350 íYo 5% Administration and Accounting Total $79,350 Proposed Expe nditures Total $288,850 42%51% Wendt Ranch GHAD Board of Directors Wendt Ranch Geologic Hazard Abatement District BUDGET FOR FISCAL YEAR 2O19I2O 4063.002.018 May 28, 2019 Page 7 PERCENT OF TOTAL BUDGET PERCENT OF TOTAL BUDGETBUDGET ITEM 2018t191 BUDGET AMOUNT FY 201 ESTIMATED REVENUE Beginning Balance Balance (June 30, 2018) Estimated FY 2018/19 Revenue Estimated Assessment Revenue Estimated Assessment lnteresUDividend Revenue Estimated Expenses 2018119 Expenses Estimated Expenses through 613012019 $3,358,687 $569,026 $169,578 $148,254 ESTIMATED RESERVE ON JUNE 30,2019 $3,949,037 Estimated 2019120 Revenue Estimated FY 2019120 Assessment Estimated FY 2019120 lnteresVDividend Estimated 2019120 ExPenses $596,005 $97,485 Estimated Expenses through June 30, 2020 $288,850 ESTIMATED RESERVE ON JUNE 30,2020 $4'353'677 At the beginning of the 2O1gl2O fiscal year, the cumulative reserve is estimated at $3,949,037 and aboul $4,353,677 at the end of thé 2}1gl20 fiscal year. As shown on the graph below, the forecast cumulative reserve is above the amount estimated in the 2005 Engineer's Reports and is estimated to reach approximately $16,920,000 by 2045. The GHAD reserve is intended to fund unanticipated expenses that may occur. Wendt Ranch GHAD - Cumulative Reserve s18,000,000 s16,000,000 . s14,000,000 s12,00o,ooo s0o,ooo,o0o &,ooo,ooo s6,000,000 $4,000,000 S2,ooo,ooo $o Fiscal Year - JulY 1 through June 30 -p9¡sç¿51 iumulat¡ve Reserve -Actual CumulAtive Reserve tocooN<ä ä Ë ii È Ë ä ã Ð È ð ã g H Ë Ë I ë ë ë N c{ N N N Ñ Ñ Ñ Ñ c! Ñ Ñ Ñ Ñ Ñ Ñ N N N N Wendt Ranch GHAD Board of Directors Wendt Ranch Geologic Hazard Abatement District BUDGET FOR FISCAL YEAR 2O19I2O 4063.002.018 May 28,2019 Page I We attribute the additional reserve accumulation to a number of factors including: (1) The Wendt Ranch GHAD has not yet accepted monitoring and maintenance responsibilities for open space surrounding the Alamo Creek development; (2) six of the past twelve winters have had below- average ralnfall; therefore, there has been a reduced level of slope instability and erosion; (3) a large-ãcale repair has not been necessary within the GHAD-maintained areas; and (4) the buãgets submitted and expenditures made by the current GHAD manager reflect the lower level of aðtivity due to weather conditions and limited geographic responsibilities, thus allowing a higher percentãge of the GHAD revenues to be applied to the reserve portion of the budget, while maintaining an appropriate monitoring and maintenance program. Special Condition 1(e) of the approved Consulting Services Agreementprovides that a payment lim¡t sna¡ be determined each fiscal year by a resolution of the GHAD Board. For fiscal year 2O1gt2O(July1,2O1gthroughJune3b,2}2}),thepaymentlimitissetat$121,B75.Thetasks included w¡tfr¡n the paymenit¡mit may include site monitoring events, transfer of monitoring and maintenance responsibilities, oversþht of maintenance and repair projects, administration, accounting, assessment roll updates, and budget preparation. TABLE 4: Payment Limit Scheduled Monitoring Events $16,000 TASK AMOUNT Heaw Rainfall Monitoring Events $8,000 Bioretention Cell Scheduled Monitoring Events $4,000 Bioretention Heavy Rainfall Monitoring Events $2,000 Transfer of Parcels $12,000 Concrete-Lined Drainage Ditch Maintenance $9001 Bioretention and other Water Q uality Facilities 92,2501 50$2,2Erosion Repairs $225Subdrain Outlets 5001$¿Detention Basins $3,0001Creek Bank Maintenance $3,7501Slope Stabilization $6,0001Trail, Fir:e Break, and Fence Maintenance SpecialP rojects (GPS, Website,and Reserve Study)$11,000 Administration and Accounting $42,000 Budget Preparation $4,000 Total $121,875 Dependent on maintenance and/or repai r activities by the G during FY 201 ENGEO payment limit is estimated at 20% of the total budget item PREVENTIVE MAINTENANCE AND OPERATIONS There are curren¡y no ongoing major repair projects, and none are anticipated for the 21lgt21¡scal year within tne OHÁo-maintained areas of the Wendt Ranch GHAD. Minor slope repair and eroêion control items are generally funded within the Preventive Maintenance and Oþerations category. While no major repairs are ongoing at this time, by their nature, major repairs Wendt Ranch GHAD Board of Directors Wendt Ranch Geologic Hazard Abatement District BUDGET FOR FISCAL YEAR 2O19I2O 4063.002.018 \Aay 28,2019 Page 9 such as landslides are unpredictable and could occur during the 2019/20 fiscalyear. The reserve portion of the budget alfows for funding toward these unpredictable events. PREVENTIVE MAINTENANCE AND OPERAT¡ONS Professional Services Open Space Scheduled Monitorino Events As provided in the Plan of Control, there are two scheduled monitoring events within the GHAD thai will occur during each calendar year including geotechnical instrument monitoring. Estimated budget $16,000 Opeñ Space Heavv RainfAll Events We have budgeted for two heavy rainfall monitoring events during the 2018/19 winter season. Estimated budget $8,000 Bioretention Heaw Rainfall Events We have budgeted for two heavy rainfall monitoring events for the bioretention facilities during the 2018/19 winter season' Estimated budget g2,000 Ejoretention Cell Scheduled Monitorinq Events As provided in the Design Report and Operations and Maintenance Manual for Bioretention Facilities, there are two lcheduled monitoring events for the two bioretention cells within the GHAD that will occur during November and May. Estimated budget $4,000 Transfer of Ooen Space - Alamo Creek We anticipate in this budget that ownership, maintenance and monitoring responsibilities of additíonal open space within the Alamo Creek Development may be offered to the GHAD during the 201gl19 fiscal year. As provided in the Plan of Control, the transfer process includes inspections and verification bf proper maintenance or condition of the GHAD-maintained improvements' Estimated budget $12,ooo Technical Consultants. Parcel Transfer (Outside Services) As part of the transfer process, the GHAD plans to contract with Darwin Myers Associates to prouiO" for third party review of the GHAD-maintained improvements prior to transfer. Estimated budget $4,000 Wendt Ranch GHAD Board of Directors Wendt Ranch Geologic Hazard Abatement District BUDGET FOR FISCAL YEAR 2O19I2O 4063.002.018 May 28,2019 Page 10 Maintenance and OPerations Sediment Removal - Concrete Struptures This budget item is to provide for the periodic removal of vegetation, cleaning, sealing and minor repair ofioncrete-lineb drainage ditches within the Mustang Soccer Fields, Wendt Ranch, and lntervening Properties (Monterosso) developments. Estimated budget $6,000 Bioretention.and other Water Qualitv Facilities The budget item allows for ongoing maintenance activities as described in the operations and maintenance manual' Estimated budget $15,oOO Erosion Repairs This is for unanticipated minor erosion repairs, including those that may occur during the 2018/19 fiscalyear' Estimated budget $15,000 Subdrain Outlets This budget item provides for subdrain outlets to be located, relocated, and marked as necessary' Estimatedbudget $1,500 Detention Basins The budget allows for ongoing maintenance activities Estimated budget $30,000 Creek Bank Maintenance Anticipated tasks under this budget item include the repair of slope or creek erosion and removal of debris from creek channel culverts. Estimated budget g2o,00o Slope Stabilization This is for unanticipated minor repairs, including slope instability or erosion, which may occur during the2019l2o fiscalyear. Estimated budget $2s,ooo Trail.Break and Fence Ma ncê This budget item includes annual firebreak mowing, gravel-surfaced road maintenance, trail maintenaãce, and fence repairs, which may occur during the 2018/19 fiscal year. Estimated budget $40,000 Wendt Ranch GHAD Board of Directors Wendt Ranch Geologic Hazard Abatement Dístrict BUDGET FOR FISCAL YEAR 2O19I2O 4063,002,018 May 28, 2019 Page 1 I Reserve Studv During fiscal year 2O1gl2O, an updated reserve studywill be.compleled based on the levels of e*peñditure expected to address future maintenance responsibilities, and accumulation the apþropriate long-term reserves to address larger geologic events. Estimated budget g4,0oo SPECIAL PROJECTS Gtobat positioning System (GPS)/Geographic lnformation System (GlS) Development To provide for a more efficient system to capture, store, update, manipulate, analyze, and display information pertaining to GHAD features (including, but not limited to, subdrains, landslides, drainage facilities, cúts, fills, or slopes), the GHAD has provided a budget item to continue develolment of a GIS database. The database facilitates and streamlines the tracking of location, maintenance, and repair activities and automate the communication of this information to affected parties. This phase of GIS database development will inclu_de transition of available and pertinent information to an electronic format suitable for GIS deployment and, as necessary, field-verification of such features with GPS surveys. Estimated budget g5,000 Web Site Ma and Uodates To allow for greater access to information about the Wendt Ranch GHAD, the GHAD has provided a budget item to update and maintain the existing website launched during the 201312014 fiscal Year' Estimated budget $2,ooo ADMINISTRATION AND ACCOUNTING roll for the Distriet and the updated levy Estimated budget $5,000 GHAD Manager Administration and Accountinq Administrative expenses include the GHAD Manager duties related to the operation and administration of tire GHAD. The budget estimate for the accounting and administrative services are derived from the original GHAD budget used to prepare the GHAD's Engineer's Report. Estimated budget $42,000 Budqet Preparation This budget provides for the preparation of the annual report and budget' Estimated budget $4,000 Outside Professional Services - Nontechnical Assessment Roll and Levv UPdate This budget item allows for preparation of the assessment based on tne Consumer Price lndex adjustment' Wendt Ranch GHAD Board of Directors Wendt Ranch Geologic Hazard Abatement Dístrict BUDGET FOR FISCAL YEAR 2O19I2O 4063.002.018 May 28, 2019 Page 12 Legal Counsel This budget item allows the GHAD to secure legal counsel for the District as provided under Resolution 20Og/01 adopted on November 18, 2008. The duties of the legal counsel may include but not be limited to, pieparation or review of contracts, grant deeds, right of entry and board Treasurer This budget item accounts for fees related to investment of the GHAD reserve funds and processirig of accounts payable. This budget item allows the GHAD to hire a treasurer for the 'O¡sttict ajprovided under Resolution zOOSlQl adopted on November 18, 2008' Estimated cost $10,000 resolutions Estimated budget $12,000 Contra. Countv Assessor's Fees This budget item accounts for fees from the Contra County Assessor's Office. Estimated cost $1,400 California Association of GHADs Membership The GHAD maintains membership in the California Association of GHADs' Estimated cost lnsurance The GHAD maintains general liability insurance for open space areas within the District. Estimated cost $4,500 $450 RECOMMENDATION(S): 1. APPROVE and AUTHORIZE the Director of Conservation and Development to waive, through July 1, 2021, late filing fees and building permit penalty fees for applications to permit previously constructed unpermitted accessory dwelling units. 2. DIRECT County staff to work with individual property owners to bring previously constructed unpermitted accessory dwelling units into compliance with zoning and building code requirements using the most cost-effective methods available and minimizing the changes required to existing construction. 3. FIND the approval of an ADU Incentive Program exempt from the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines Sections 15061(b)(3) (common sense exemption) and 15273(a)(1) (fees established by public agencies to meet operating expenses). 4. DIRECT the Director of the Department of Conservation and Development to file a Notice of Exemption with the County Clerk. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Jason Crapo (925) 674-7722 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: June McHuen, Deputy cc: D.14 To:Board of Supervisors From:John Gioia, District I Supervisor Date:June 18, 2019 Contra Costa County Subject:Establish Accessory Dwelling Unit Incentive Program to promote the legalization of ADUs previously constructed without permits FISCAL IMPACT: Minimal impact of an undetermined amount to the Land Development Fund. No impact to General Fund. The Department of Conservation and Development (DCD) will forgo some fee revenue for the individual applications as a means to incentivize property owners to seek permits for illegally constructed ADUs. However, the program may lead to more applications being filed than otherwise would have occurred, each of which would pay standard fees. There will be some uncompensated staff work associated with developing public information materials and marketing the program, as well as staff time spent in pre-application meetings with property owners. The precise budgetary impact is unknown but estimated to be relatively small within the context of the Department's budget. BACKGROUND: Summary The County recognizes the importance of Accessory Dwelling Units (ADUs) as a means of increasing the supply of housing for County residents. The Board of Supervisors hereby directs the County Department of Conservation and Development (DCD) to establish a program that encourages property owners to apply for planning and/or building permits for ADUs already in existence but built without required permits. The Building and Community Development Divisions of the Department of Conservation and Development (DCD) collaborated in the development of this proposal and DCD recommends its approval. This "ADU Incentive Program" would provide property owners an opportunity to have one or more free pre-application consultations with County staff to review their situation and determine the process and scope of improvements needed to legalize the unit. If, after consulting with County staff, the property owner decides not to pursue a project, there will be no penalty to the property owner. If the property owner decides to pursue permits to legalize the ADU, all penalty fees associated with the owner having previously built the unit without permits will be waived. The property owner will only pay normal permit fees, as if it were a new ADU. The Board of Supervisors directs DCD to make every effort to exercise flexibility and discretion with property owners so as to minimize the scope of changes needed to an unpermitted ADU in order to legalize it, while maintaining health and safety requirements reflected in the County zoning code and California Building Code. Intent The intent of the ADU incentive Program is to encourage property owners to obtain required planning and building permits for previously unpermitted ADUs by waiving financial penalties for such permits and providing the maximum allowable and appropriate flexibility to enable property owners to permit their existing ADUs while maintaining required standards for health and safety of building occupants. Eligibility Any unpermitted ADU that is already constructed is eligible for the program. Units currently under construction without permits are not eligible for the program and must apply for permits as new projects. Reasons and Justification for Program California is facing a housing crisis. The State as a whole has not kept up with the demand for housing, leading to chronic problems of housing affordability throughout California, including Contra Costa County. One way to increase the supply of housing and to provide more affordable housing options for Californians is to increase the number of Accessory Dwelling Units. ADUs provide housing for family members, the elderly, in-home health care providers, persons with disabilities, students and others at relatively affordable rents. They also provide additional income to property owners to help offset the high costs of home ownership. ADUs can be built in basements, attics, attached garages or additions to existing residences, or in detached garages or rear yard structures, with minimal change to the character of existing residential neighborhoods. ADUs represent an efficient, low-impact form of infill development. They make effective use of the existing infrastructure of residential neighborhoods, and do not require added investment of new roads, utility systems and other improvements required in newly developed area. The California Stare Legislature adopted, and the Governor subsequently approved, legislation facilitating the construction of Accessory Dwelling Units in 2016. The County then adopted the ADU Ordinance in May 2017 that allowed for ministerial planning approval of ADUs in a manner consistent with State law, thereby expediting the processing of ADU permits. In response to these changes in State and local laws, DCD has experienced an increase of more than 300% in the number of ADU permit applications over the past four years. As shown in the table below, this includes both applications for new ADUs, and applications to permit ADUs previously constructed without permits. The number of ADU permit applications has increased substantially in both categories, and the vast majority of these applications have been approved. Year Total Permit Applications Permits to Legalize Unpermitted ADUs Total Approved Withdrawn In Process 2015 25 4 4 0 0 2016 29 5 4 1 0 2017 76 19 18 0 1 2018 82 14 10 2 2 Regardless of whether the ADU Permit application is for a new ADU to legalize an unpermitted ADU, recent changes in State and local laws have streamlined the approval process for many ADUs. However, ADUs previously constructed without permits have unique challenges because the construction may not conform to zoning and building code requirements, and therefore may present health and safety risks to the occupants. A main reason for the ADU Incentive Program is to assist property owners overcoming these challenges through close review of their particular circumstances and making efforts to accommodate and improve upon the existing unpermitted construction in order to bring it into code compliance and issue the permits required to legalize the unit. Common Zoning and Building Code Issues for Unpermitted ADUs ADUs must comply with County zoning and building code requirements. These requirements can sometimes pose unique challenges for ADUs previously constructed without permits. As directed by the Board of supervisors, DCD will work with participating property owners to address these issues efficiently, with concentrated effort made to legalize existing unpermitted construction and to minimize the modifications and associated cost necessary for compliance with code requirements. Zoning Requirements: The ADU Ordinance sets forth a ministerial review and approval process for ADUs that meet certain location and development standards, including development standards specific to the underlying zoning district. A discretionary ADU Permit is required to establish an ADU that does not meet all the applicable development standards, such as minimum side or rear yards. However, the ADU Ordinance authorizes ministerial approval of an ADU that is an internal conversion of an existing residence or existing accessory building located within a side or rear yard. The ADU Ordinance also allows the required off-street parking space for the ADU to be located withing the property setback or waives the parking requirement for an ADU located within 1/2 mile of public transit, in a historic district, in a permit parking area or within one block of a care share vehicle location. Thus, most ADU Permit applications to legalize a previously built ADU is readily processed and approved, as shown on the preceding table. Building Code Requirements: Regarding building code requirements, unpermitted ADUs must comply with requirements of the California building code in order to receive a building permit. The 2016 California Building Standards Code is the version currently applicable throughout California. The Board of Supervisors approved Ordinance No. 2016-22 adopting the 2016 California building code, with local amendments. Building code requirements are mandated by the State. State building code requirements represent the minimum allowable Building code requirements are mandated by the State. State building code requirements represent the minimum allowable standards for building safety, and therefore local agencies do not have legal authority to reduce or waive the requirements of the State building code. ADU constructed years ago when earlier versions of the California Building Code were in effect often faces challenges complying with current code requirements because the code evolves and changes with each new code cycle to reflect current technology and research concerning building safety. The State typically updates the California Building Code every three years. There are certain code compliance challenges that commonly occur with unpermitted ADUs. For example, an ADU connected to an existing residence requires a fire rated separation between the ADU and the original home. Such separation could be a wall between the primary residence and an addition, or it could be a floor or ceiling between a basement or attic level and the original home. If the home's walls, floor or ceiling were not originally fire rated, creating this separation can be difficult. Legalizing the conversion of attic or basement areas into living space also involves air, thermal and moisture barriers which may not have been properly constructed. Legalizing existing accessory structures (such as barns or storage sheds) converted to an ADU can present challenges, as these were not initially constructed as living units, and were likely not built to the standards required for habitable space. Accordingly, for each ADU evaluated, staff will need to verify required safety measures on a case-by-case basis. Although existing unpermitted ADUs may not strictly meet all current building code requirements, the building code allows the permitting of such construction if the local building department determines the construction achieves a level of safety equivalent to current building code requirements. This authority derives form section 104.11 of the 2016 California Building Code, which states, "An alternate material, design, or method of construction shall be approved where the building official finds that the proposed design is satisfactory and complies with the intent of the provisions of this code, and that the material, method or work offered is, for the purpose intended, not less than the equivalent of that prescribed in this code in quality, strength, effectiveness, fire resistance, durability and safety." The building code allows the County to take a comprehensive view of the building safety of an ADU, and to permit ADUs that provide an equivalent level of safety to that required by the building code, even if some specific aspects of the unit do not strictly meet the standard of the code. For example, strict engineering requirements in the building code for foundations, framing, or shear walls could be substituted by structural elements that meet conventional and accepted standards for residential construction. In the case of energy efficiency requirements in the building code, tradeoffs exist between the various components of an ADU that affect the energy efficiency of the unit, such as windows, insulation, and appliances. The County will exercise discretion in evaluating energy code compliance to minimize the changes required to achieve a level of effectiveness equivalent to that of current code. Staff will take a similar approach to evaluation the requirement of other building system of ADUs, such as electrical, mechanical and plumbing systems. Consistent with Board direction, DCD will make a concerted effort to work with property owners to bring older units into compliance with building code requirements. The extent of the modifications needed to the unit, and associated cost will depend on the age and condition of the construction. Improvements can often be made to existing construction to achieve a level of safety equivalent to current code requirements. This can be more cost effective than demolishing the existing construction and rebuilding to the specifications of current code. Attached are drafts of public information materials describing some examples of improvements commonly made to unpermitted ADUs to bring the units to the required level of building safety. Proposed Program Process The County’s objective for the ADU Incentive Program is to create a program process that allows for early discussion between the property owner and County staff, before the property owner decides whether to participate in the program, to identify the conditions on the property that will need to be modified or otherwise addressed in order for the ADU to be permitted and legalized. The interactive process would identify issues of concern early in the process so the property owner can estimate the cost of bringing the unit into compliance and decide whether to proceed with the program, without penalty. Before submitting any permit applications to the ADU Incentive Program, County staff will ask the property owner to attend a free pre-application consultation meeting with County staff to review the conditions on the property and begin to identify the scope of work needed to legalize the unit. Property owners will need to bring photographs and drawings of the property to the initial consultation meeting so that County staff can assess the condition of the property. Following one or more consultation meetings with County staff, the property owner can decide to participate, or to not participate in the program. Project feasibility and estimated project cost will likely be important factors in a property owner’s participate in the program. Project feasibility and estimated project cost will likely be important factors in a property owner’s decision. Property owners will be encouraged to seek estimates from licensed contractors for the cost of any necessary improvements that are needed to legalize the unit. The costs can be significant in some cases, depending of the scope of improvements required to meet building safety standards. Regardless of whether the property owner decides to participate, there will be no penalty to the property owner. If the property owner does not participate, the County will keep no record of pre-application consultation meetings. Except where a building code deficiency poses an immediate risk to health and safety, the County will not utilize any information or documentation obtained in the pre-application process to support a code enforcement action against the property owner. If upon completion of a pre-application consultation with staff the property owner decides to proceed with the program, the owner would submit applications for appropriate planning and building permits. After obtaining the required permits, the owner would proceed to construct any necessary improvements and have this construction inspected by County staff, consistent with building permit requirements. Program Benefits for Property Owners To encourage property owners to legalize their unpermitted ADUs, a participant in the ADU Incentive Program will not be required to pay an ADU permit late filing fee or building penalty fee to legalize a unit. The late filing fee for an ADU Permit is $500. The penalty fee for work constructed without a building permit is two times the amount of the building permit fee itself. The minimum fee is $250. The actual fee depends on the cost of construction. These fees would be waived for program participants that submit an application before July 1, 2021. By successfully completing the ADU Incentive Program, a participating property owner will have a legal and safe ADU, and only be required to pay the fees he or she would have paid if applying for a new ADU today. Participants in the ADU Incentive Program also benefit from the pre-application consultation with County staff. Staff will assist participants in identifying any zoning or building code deficiencies in the unit. In addition to health and safety benefits, property owners who legalize their unpermitted ADUs will likely achieve an increase in their property value by being able to market the property as having two legal residential units. Another benefit to property owners of participating in the ADU Incentive Program is removal of the risk of future code enforcement action against an unpermitted unit, and associated costs of resolving such a code enforcement case. Public Outreach DCD will distribute public information materials about the ADU Incentive Program that will identify key requirements for compliance to assist property owners in understanding these requirements before participating in the Program (see attachments). Participating property owners will be required to meet County zoning and building code requirements. County staff will make every effort to work cooperatively with property owners to help them bring their existing unpermitted ADUs into code compliance with the minimum amount of modifications necessary to meet current zoning and building code requirements. California Environmental Quality Act Approval of an ADU Incentive Program is exempt from CEQA pursuant to CEQA Guidelines Section 15061(b)(3) because the activity is covered by the general rule that CEQA applies only to projects which have the potential for causing a significant effect on the environment, and it can be seen with certainty that there is no possibility that the activity in question will have a significant effect on the environment. Waiving previously adopted filing fees is also statutorily exempt from CEQA pursuant to CEQA Guidelines Section 15273(a)(1). CEQA does not apply to fees established or modified by public agencies to meet operating expenses. Conclusion and Recommendation The proposed ADU Incentive Program would encourage property owners with unpermitted ADUs to legalize their unit by waiving late filing and penalty fees for participants who submit an application prior to July 1, 2021. The Program would facilitate safe housing for family members, the elderly, in-home health care providers, persons with disabilities, students, and others at more affordable rents within existing neighborhoods throughout the County. Consistent with the intent and direction of the Board of Supervisors, County staff will apply the discretion and flexibility within their authority to minimize the modifications, and associated expense, necessary to legalize previously unpermitted ADUs. While penalty fees will be waived, participating property owners will still need to pay normal permit fees required for ADUs, and in some cases property owners may incur additional construction expenses necessary to improve their ADUs in order to meet zoning and building code requirements. In exchange for incurring these costs and legalizing their ADU, property owners will improve the safety and value of their property. CONSEQUENCE OF NEGATIVE ACTION: The County will continue to charge late filing fees for unpermitted ADUs and property owners would typically only apply for an ADU Permit to legalize their unit in response to a code enforcement action or through an application submitted for a different planning permit. The County will continue to have a significant number of unpermitted, potentially unsafe ADUs that may not be compliant with the County planning, building or fire codes CHILDREN'S IMPACT STATEMENT: N/A AGENDA ATTACHMENTS ADU Incentive Program Summary ADU Comparison Table ADU Article - UC Terner Center Handout-Existing Building Footprint Handout -Addition to Existing Residence Handout -Detached Structures MINUTES ATTACHMENTS Correspondence Received DRAFT ADU Incentive Program: A program to encourage legalization of second units Contra Costa County encourages property owners with unpermitted second living units, also known as accessory dwelling units, or ADUs, to legalize their units. The ADU Incentive Program offers property owners an opportunity for a limited time to apply for and obtain required permits without paying penalty fees that would typically be associated with previously unpermitted construction. The County is interested in working with property owners to legalize their existing unpermitted ADUs with the minimum changes and disruptions necessary to achieve compliance with zoning and building code requirements. Program Process The process starts with an initial, informal meeting with County staff to review the conditions on the property. Interested property owners should click here (add link) to schedule an initial meet ing. To make this meeting with County staff most productive, the property owner should bring photographs showing the conditions on the property, a drawing showing all property lines and structures on the property, and a floor plan of the unpermitted ADU. The requirements necessary to obtain permits will vary depending on the type of ADU. For example, conversion of existing living area in the primary residence into a separate living unit involv es a different set of steps than conversion of an unpermitted cottage or other detached structure. Click here (add link) for more information about some of the specific requirements associated with different types of ADUs. At the conclusion of the initial meeting, County staff will provide guidance to the property owner concerning steps required to legalize the unpermitted unit . If the property owner does not wish to proceed with a project after receiving feedback from County staff, the property owner can withdraw from the program with no penalty. County staff will not keep any record of the initial meeting. The steps required to legalize an unpermitted unit will vary depending on the circumstances of the project, and may require the property owner to obtain approvals from multiple public agencies. To obtain these approvals, the property owner may need to hire a licensed architect, engineer or other design professional to prepare building plans for the proposed project. Building plans will be necessary to obtain building permits. Fees and Costs While less expensive than building and permitting a new single family residence, the costs of permitting and making required improvements to an unpermitted ADU can be substantial, depending on the circumstances. Property owners are encouraged to obtain cost estimates for construction from one or more licensed contractors. Construction costs for an ADU proje ct can vary significantly depending on the nature of the project. The property owner will also need to pay permit fees to the County. For example, the property owner will need to pay an ADU permit fee to the Community Development Division. Building permits for the ADU will require payment of building permit fees. The County will waive p enalty fees for planning and building permits. Prior to obtaining building permits, the property owner may also be required to pay fees to the County Public Works Department, the local school district, the local fire district, utility providers and other agencies depending on the nature of the project (click here for links to other local permitting agencies). These fees can be significant, depending on the project. The County is currently working to reduce or eliminate traffic mitigation fees for ADUs. County staff will assist the property owner to develop a fee estimate for the project and provide guidance on which public agencies the property owner will need to contact to pay fees and obtain approvals. ADU Program Comparison June 18, 2019 Alameda Constra Costa Marin Napa San Francisco San Mateo Santa Clara Solano Sonoma ADU Program No Proposed Expired No Yes Yes No No No No City has a program Duration 2 years 2 years 4 ½ years 2 years Funding Permit fees Permit fees Measure K funds Fee Incentives Penalty fee waiver Penalty fee waiver Penalty fee waiver; possible waiver of normal Planning and Building fees Pre-application Free consultation with County staff Self-assessment; contractor required Self-assessment; assitance by County-hired contractor Planning and Building Code To current Codes; flexibility in application of Codes To current Codes To current Codes, or to Code in effect at time of construction, or waiver of certain Code requirements (Building Permit not issued) Inspections Building Inspection Division Building Inspection Division County-hired contractor Juristiction Bay Area Counties Contra Costa Cities ADU Update: Early Lessons and Impacts of California’s State and Local Policy Changes David Garcia | December 2017 Introduction As California’s housing crisis deepens, innovative strategies for creating new housing units for all income levels are needed. One such strategy is building Accessory Dwelling Units (ADUs) by private homeowners. While large scale construction of new market rate and affordable homes is needed to alleviate demand-driven rent increases and displacement pressures, ADUs present a unique opportunity for individual homeowners to create more housing as well. In particular, ADUs can increase the supply of housing in areas where there are fewer opportunities for larger- scale developments, such as neighborhoods that are predominantly zoned for and occupied by single-family homes. In two of California’s major metropolitan areas -- Los Angeles and San Francisco -- well over three quarters of the total land area is comprised of neighborhoods where single-family homes make up at least 60 percent of the community’s housing stock.i Across the state, single-family detached units make up 56.4 percent of the overall housing stock.ii Given their prevalence in the state’s residential land use patterns, increasing the number of single-family homes that have an ADU could contribute meaningfully to California’s housing shortage. To that end, California leaders have shown strong interest in removing barriers to ADU development. Specifically, the adoption of SB 1069 and AB 2299 in 2016, as well as follow up legislation in 2017 (SB 229 and AB 494) have laid the foundation for a proliferation of ADUs statewide. And at the local level, cities of various sizes have also taken it upon themselves to create policies that encourage the creation of this housing type. In the wake of these changes, cities are experiencing a rapid rise in ADU interest, with many jurisdictions seeing a doubling, tripling, and even quadrupling of the number of ADU applications received in 2017 (to be discussed further in this brief). Given the apparent immediate impact of recent legislation and local action, innovative policies that enable ADU production appear to be an effective strategy for increasing housing supply. However, several remaining barriers continue to limit the full potential of ADUs in California, as homeowners must navigate a complex and costly permitting and construction process. Given the critical need for more housing, consideration should be given to the further removal of various constraints, such as burdensome development fees and restrictive building codes that continue to impede many homeowners from building ADUs. ADUs as a Housing Solution for California The expansion of ADUs in California represents a particularly promising strategy for easing the state’s housing shortage. ADUs are generally more affordable than other forms of housing and can be built relatively quickly and inexpensively, if the proper regulatory framework is in place. Moreover, ADUs have the potential to serve as a neighborhood stabilization strategy, providing additional equity and income for homeowners in neighborhoods facing displacement pressures. ADUs as Quick, Low-Cost Permanent Housing The Terner Center’s April 2017 report discusses policies in three Pacific Northwest cities -- Portland, Seattle, and Vancouver — that encourage the development of ADUs; these cities have seen robust growth in this product type.iii The report’s survey of ADU owners indicates the benefits that ADUs could have in California. Specifically, ADUs are generally fairly inexpensive to construct, with survey respondents reporting an average cost of $156,000. For context, the average cost per unit of affordable housing statewide is $332,000, and even higher in the major metropolitan areas: $591,000 per unit in San Francisco and $372,000 in Los Angeles.iv Moreover, ADUs can be built quickly; 83 percent of ADU owners in Terner Center’s survey reported that from design to completion of their ADUs took 18 months or less. ADUs are also overwhelmingly used for permanent housing, contrary to some perceptions that they serve only as short term rentals with little benefit to overall housing supply. A 2013 survey of Oregon ADU owners found that 81 percent of ADUs are used as someone’s primary residence, versus only four percent who reported using their ADU for short term housing.v Similarly, Terner Center’s 2017 report found that 60 percent of ADUs in Portland, Seattle, and Vancouver are used as permanent housing, while just 12 percent are used for short term rentals. These findings are consistent with a 2012 study of the East Bay region of the Bay Area, which found that 85 percent of secondary units were occupied by individuals using the unit for permanent housing.vi ADUs as Naturally Affordable Housing ADUs appear to provide “naturally affordable” housing and feature unique renter characteristics. Terner Center’s 2017 report found that 58 percent of ADU owners rented their units at below market rates. Additionally, 29 percent of ADU residents were family or friends of the homeowner. The 2012 study of the East Bay had similar findings: the average ADU was advertised at a rental rate that made it affordable to a household earning 62 percent of the area’s median income. Moreover, in 51 percent of cases, ADU occupants were either staying for free or were friends or family who were likely receiving reduced rent. This suggests homeowners who build ADUs are filling important affordability gap in many cases by opening their ADU to those who would otherwise have to find housing in the broader market. Beyond their “natural affordability”, there are also opportunities to target ADUs for particular under-housed populations and help lower income homeowners build wealth. In Los Angeles, the organization LA Más is establishing an ADU Section 8 program that incentivizes homeowners to build ADUs specifically to house Section 8 voucher holders. The same organization also received grant funding to provide the knowledge and resources to low and moderate income homeowners to adopt ADUs as a tool to build equity and cash flow. Los Angeles County is also piloting a program that will incentivize the construction of ADUs through subsidies to homeowners willing to rent their unit to homeless individuals or Section 8 voucher recipients. Recent ADU Policy Changes at the State and Local Level Since 2015, there has been significant progress in clearing the way for more ADUs in California in the state legislature. SB 1069/AB 2299 -- which went into effect on January 1, 2017 -- has been touted as a key policy facilitating new ADU development across the state. The law provided wide ranging changes, such as requiring cities to approve ADUs ministerially, rather than using the (oftentimes much more cumbersome) discretionary process. The policy also limits parking requirements, eliminates some utility connection fees, and makes other key changes. Cities are now required to adopt ADU ordinances that adhere to these state-level guidelines. More clarity and easing of ADU development was adopted in 2017 as well with SB 229/AB 494.vii In addition to these changes at the state level, many cities have taken it upon themselves to adopt ADU policies that in some cases go beyond what has been mandated by the state. For example, since 2013 San Francisco has incrementally adjusted their ADU policies and now features one of the most progressive ADU ordinances in the state. After allowing for ADUs in only the Castro neighborhood in 2013, San Francisco began allowing ADUs in structures undergoing mandatory soft story retrofitting in 2015. In 2016, ADUs were legalized citywide, as well as in multifamily buildings. viii Some smaller communities have been ahead of the reforms in SB 1069/AB 2299 as well. For example, the city of Santa Cruz began waiving water and sewer connection fees and fire sprinkler requirements in ADUs that are attached to the home in 2014. Santa Cruz County also implemented a two-year program in 2014 to incentivize owners of existing unpermitted ADUs to obtain the building permits and inspections necessary to legalize these units. In addition to ADUs, some communities have also taken additional steps to legalize Junior ADUs (JADU), including Sonoma, Corte Madera, and Marin County. JADUs are units located within a primary residence and include an exterior entry and efficiency kitchen, but also maintain interior access to the rest of the home. Current state law allows cities to adopt JADU ordinances, but does not require it as with ADUs. The positive results from San Francisco's legalization of ADUs in multifamily buildings, Santa Cruz’s ADU amnesty policies, and the proactive legalization of JADUs in the North Bay indicate that innovative and progressive policy implementation is key for localities eager to spur more ADU development. These case studies hold lessons for other communities working to accelerate ADU development, and for policymakers across the country looking to advance such efforts statewide. California’s Progress on ADUs to Date Following these various ADU reforms, many California cities are seeing substantial increases in ADU applications. In San Francisco, for example, incremental policy changes in 2015 and 2016 led to significant jumps in ADU production (see figure below), a trend which continued after the adoption of SB 1069/AB 2299. Source: San Francisco Planning Department In Santa Cruz, planners also saw an increase in ADU production in recent years (21 units in 2015, 31 in 2016, and 38 as of November 1, 2017), and legalization of existing unpermitted units (at least 29 from 2014-2016) both of which they felt was due to their local reforms. Across the state, cities have seen a marked increase in ADU applications and issued permits in 2017. For example, in 2015 the city of Oakland received just 33 permit applications. By November 1, 2017, the city had received 247 applications in that year alone - more than seven times the volume from just two years prior. Of all the large California cities, Los Angeles has seen the most dramatic jump, increasing their 2017 ADU permits by nearly 25 times the amount issued in 2016. A full picture of these increases, which are notable across the board, can be seen in the figure on the following page. ADU Applications Received 2015-2017 California City 2015 2016 2017* Los Angeles** 90 80 1,980 Long Beach 0 1 42 Oakland 33 99 247 Sacramento 17 28 34 San Diego 16 17 64 San Francisco*** 41 384 593 San Jose 28 45 166 *Through November 1, 2017. **2015/2016 Los Angeles data are for ADU construction permits; staff did not collect data on ADU applications prior to 2017. Data are through November 8th, 2017. ***San Francisco data is only through Q3 2017. Planners from most of these cities indicated in interviews that the state-level laws enacted in 2017 have been a significant factor in the rise of interest in ADUs. Not only did these laws remove specific barriers, but they also raised the profile of ADUs in general, sparking interest amongst a broader group of property owners. While there is a clear rise in ADU interest in the larger California cities, smaller cities are also seeing increased activity. For example, Pasadena saw no applications in 2015 or 2016, but as of November 1, 2017 had received 12 applications for the year. In Mountain View, 14 applications were received in 2017, whereas only five were received in 2016, and four in 2015. And notably, some cities such as Newport Beach prohibited ADUs entirely prior to the passage of SB 1069/AB 2299, and are now accepting and receiving applications. Remaining Barriers Despite the clear and rapid rise of ADU interest across the state, homeowners still face several challenges that limit the full potential of ADUs in California. As revealed in past surveys, the primary deterrent to a homeowner moving forward with constructing an ADU is cost, and there are several areas where further regulatory changes could have an immediate and positive impact. These changes are described below. Development Fees The impacts of ADUs on a neighborhood’s infrastructure and services are inherently different from those created by larger scale developments such as single family homes or multifamily buildings. However, individuals interested in building an ADU on their property are oftentimes subject to the same fees that large scale developers are faced with. This adds a tremendous amount of cost and complexity for the property owner and can be the deciding factor in whether or not that owner moves forward with the construction of an ADU. The 2013 Oregon survey reported that development fees were frequently (29 percent) cited as the primary challenge of building an ADU, along with overall construction costs (32 percent) and design challenges (33 percent). Moreover, the Terner Center report found that fee reductions and waivers are an effective means of spurring ADU development. While 2017 legislation has helped address this challenge to an extent -- particularly with regards to utilities and special districts-- there are opportunities to further revise guidelines for the amount and type of fees that should be levied on ADUs. School Fees Development impact fees should be levied with sensitivity and in proportion to their occupancy and use. For example, school fees -- levied on new development by the local school district for the construction of school facilities-- are generally charged on new ADUs despite the fact that ADUs are overwhelmingly occupied by individuals who do not have school-age children. The East Bay study found that the average occupied secondary unit contained just 0.2 children. Meanwhile, the Oregon survey yielded similar results, finding that 89.8 percent of ADU survey respondents reported having no children under the age of 18 (an additional three percent of respondents did not answer the question). While generally not the largest fee levied on ADUs, school fees do add cost to the overall amount needed to build an ADU. Given that ADU tenants overwhelmingly do not include school age children, a reduction of or exemption from school fees for ADUs should be considered. Other types of impact fees currently levied on ADUs may merit closer examination as well. Affordable housing and transportation fees, for example, may not be levied in proportion to an ADU’s impact, and reduction or elimination of these and other fees should be weighed as localities hope to further catalyze ADU development. Code Requirements From the perspective of both land use and environmental impact, ADUs are a demonstrably low-impact, efficient housing typology. A 2010 study in Oregon ix found that reducing home size is among the best options for reducing waste generation while simultaneously achieving a large environmental benefit across many categories of impact. Moreover, ADUs are helpful in meeting climate change goals as they are built on already developed land, rather than in greenfield areas. Given the inherent environmental advantages of ADU development, state building codes should encourage more housing of this type. Unfortunately, current codes do the opposite, oftentimes deterring the development of smaller forms of housing such as ADUs. Specifically, the new 2016 Title 24 requirements -- intended to raise standards of energy efficiency in new construction and rehabilitation -- actually inhibit the ability of builders to deliver affordable and attractive ADUs. The 2016 Title 24 requirements pose several specific barriers. When applied to typically-sized new homes (2,500sf), the new allowable glass area standards in Title 24 are easier to meet as the homes’ glass can be spread across a relatively large square footage. However, for ADU-sized structures (which average just over 600sf), Title 24 requires builders to compensate for a standard number of windows by incorporating other energy efficiency features that can substantially raise the overall cost of the ADU. In many instances, these features include greater wall thickness or insulation. Given the need to maximize the usable space of these smaller ADU units -- particularly as they may be located in an existing detached structure with a limited footprint -- these insulation requirements pose dilemmas for builders, as well as added cost for the owner. In some instances, the required additional insulation or wall thickness forces builders to compensate for the added wall thickness by moving the unit to maintain setbacks, or reduce the already limited interior living space. This is just one example of many instances where 2016 Title 24 requirements do not scale well to small structures, causing added costs and complications to homeowners considering an ADU. ADUs are an efficient use of land and have minimal environmental impact relative to other housing typologies. For this reason, state leaders should consider an alternative code or classification for ADUs that facilitates energy efficient structures without hindering their construction and proliferation in communities that could benefit from them most. Other Barriers While two significant barriers have been discussed, there are a number of other challenges facing homeowners interested in adopting ADUs that go beyond the scope of this brief. These include: securing financing, minimum lot sizes, limitations on the number of allowable floors, homeowner association restrictions, owner-occupancy requirements, unclear application of rent control and “just cause” eviction policies, and the effect of an ADU on a property’s assessed value. State and local leaders should take these challenges into account as well when considering future ADU-relevant policies. Conclusion ADUs are poised to play a significant role in alleviating California’s housing crisis and state, regional, and local leaders should continue to examine ways in which barriers to this type of development can be removed. While recent legislation has played a key role in increasing interest in and production of ADUs, several challenges still face homeowners who are considering this option. ADUs are inherently a unique development type as they are driven by individual homeowners who have numerous reasons for exploring an additional unit, from housing relatives to providing rental income to help with their own expenses. Given their unique nature, ADUs should be treated as an entirely separate form of housing, and as such, several existing policies should be revisited to ensure that they make sense for ADUs. In this brief, we have identified two specific areas-- school fees and building code -- that should be examined for further regulatory changes that could further ease the path to widespread ADU adoption. Other revisions should be considered as well to ensure that the momentum California has seen in ADU interest is sustained and even increased. Acknowledgements: Thank you to Steve Vallejos of Valley Home Development, Rachel Ginnis of Lilypad Homes, Jordan Palmeri of the Oregon Department of Environmental Quality, Robert Liberty of Portland State, Karen Chapple, Professor of City and Regional Planning at UC Berkeley, Rachele Trigueros of the Bay Area Council, Denise Pinkston, and the planning staff of San Francisco, San Jose, Los Angeles, San Diego, Long Beach, Sacramento, Oakland, Santa Cruz, Pasadena, Newport Beach, and Mountain View for their assistance with the data collection and content of this report. Thank you also to Elizabeth Kneebone and Sara Draper-Zivetz for their assistance in the report production. References i Correspondence with Issi Romem, Chief Economist at BuildZoom. Source: 2011-2015 5-year ACS and 2014 California TIGER shapefile; calculation by BuildZoom ii Historical Census of Housing Tables. October 31, 2011. https://www.census.gov/hhes/www/housing/census/historic/units.html iii “Jumpstarting the Market for ADUs: Lessons Learned from Portland, Seattle, and Vancouver,” Chapple, Karen, et al. UC Berkeley Terner Center for Housing Innovation. April 2017. iv State of California, Governor’s Budget Summary, 2017-2018. v “Accessory Dwelling Unit Survey for Portland, Eugene, and Ashland, Oregon,” Palmeri, Jordan, et al. State of Oregon, Department of Environmental Quality. September 2014. vi “Yes in My Backyard: Mobilizing the Market for Secondary Units,” Chapple, et al. UC Berkeley Center for Community Innovation. June 2012. vii These changes include the restriction of the ability of special districts and utilities to impose utility and capacity charges, and eliminating a city’s ability to prohibit tandem parking, among others. viii ADUs in multifamily buildings include the conversion of previously uninhabited spaces, such as basements and parking areas. ix “A Life Cycle Approach to Prioritizing Methods of Preventing Waste from the Residential Construction Sector in the State of Oregon,” Palmeri, Jordan, State of Oregon, Department of Environmental Quality. September 2010. LEGALIZING AN ACCESSORY DWELLING UNIT WITHIN THE FOOTPRINT OF AN EXISTING HOME Contra Costa County Department of Conservation and Development Application and Permit Center-30 Muir Rd., Martinez, CA 94553 -925-674-7200, FAX 925-674-7244 Building and Planning Staff are available 8:00 a.m. to 5:00 p.m. Monday thru Thursday and 7:30 a.m. to 4:00 p.m. on Friday This category of ADUs includes conversions of existing rooms within a permitted single-family residence,and conversion of an attic or a basement area into an ADU.Legalizing the conversion of already existing rooms within a legally permitted home to an ADU can often be straight forward because the space was originally constructed with a building permit.Legalizing the conversion of attic or basement areas into living space is more complex,as it involves air,thermal,fire,and moisture barriers which may or may not have been properly constructed.The building code allows for meeting the intent rather than the letter of the law.In order to minimize alterations required to existing construction,County staff will consider reasonable alternatives that meet the intent of code requirements. The property owner will be required to provide accurate plans.Often,these may be drawn by an unlicensed designer.Sometimes,however,plans from an engineer or architect are required. Planning staff will use the site plan to verify the ADU’s location in relation to property lines. Building staff will review plans to verify that code requirements for safe,sanitary housing are met, and will identify necessary changes.Converting either an attic or basement area into a separate living unit brings specific challenges.A fire rated separation is required between the ADU and original home,and since the home’s floor or ceiling was not originally fire rated,creating this separation can be difficult.Basement areas must comply with requirements for managing moisture from the ground,and attic conversions require attention to requirements for insulation and ventilation. After a building permit is issued,a County inspector will inspect the unit to verify code requirements are met for the framing and foundation,and for its plumbing,mechanical,and electrical systems,moisture control,heating,sanitation,and cooking facilities.Staff will also need to verify safety measures in case of fire,including an appropriate exit door and path,windows, and smoke and carbon monoxide alarms.Inspecting completed construction work is typically more difficult than inspecting while construction is underway,and may require opening up finished areas to confirm code compliance.Staff will attempt to minimize such disruptions during the inspection process. LEGALIZING AN ATTACHED GARAGE OR UNPERMITTED ADDITION INTO AN ACCESSORY DWELLING UNIT Contra Costa County Department of Conservation and Development Application and Permit Center-30 Muir Rd., Martinez, CA 94553 -925-674-7200, FAX 925-674-7244 Building and Planning Staff are available 8:00 a.m. to 5:00 p.m. Monday thru Thursday and 7:30 a.m. to 4:00 p.m. on Friday This category of ADUs includes converted attached garages and unpermitted additions built onto existing homes.Depending on the quality of the construction and to what extent it meets code requirements,legalizing these types of additions may be difficult or relatively straight forward.If the ADU is newer and was built according to code at the time of construction,then legalizing this type of unit will be simpler.However,older ADUs not built to code,or built when code requirements were much different,may need substantial improvements.The building code allows for meeting the intent rather than the letter of the law.In order to minimize alterations required to existing construction,County staff will consider reasonable alternatives that meet the intent of code requirements. The property owner will be required to provide accurate plans.Often,these may be drawn by an unlicensed designer.Sometimes,however,plans from an engineer or architect are required. Planning staff will use the site plan to verify the ADU’s location in relation to property lines. Unpermitted additions may violate zoning setback requirements,and if so will require a variance permit to be legalized.Building staff will review plans to verify that code requirements for safe, sanitary housing are met,and will identify necessary changes.A fire rated separation is required between the ADU and the original home,and improvements will be required to create such a separation if one is not present. After a building permit is issued,a County inspector will inspect the unit to verify proper construction.Some of the items to be inspected include the framing and foundation,the plumbing,mechanical,and electrical systems,moisture control,heating,sanitation,and cooking facilities.Staff will also need to verify safety measures in case of fire,including an appropriate exit door and path,windows,and smoke and carbon monoxide alarms.Inspecting completed construction work is typically more difficult than inspecting while construction is underway,and may require opening up finished areas to confirm code compliance.Staff will attempt to minimize such disruptions during the inspection process. LEGALIZING A DETACHED GARAGE, BARN OR STORAGE STRUCTURE CONVERTED INTO AN ACCESSORY DWELLING UNIT. Contra Costa County Department of Conservation and Development Application and Permit Center-30 Muir Rd., Martinez, CA 94553 -925-674-7200, FAX 925-674-7244 Building and Planning Staff are available 8:00 a.m. to 5:00 p.m. Monday thru Thursday and 7:30 a.m. to 4:00 p.m. on Friday This category of ADUs includes converted detached garages,barns,storage sheds or other structures not attached to the primary residence.Legalizing such an ADU often presents challenges and may involve substantial work,depending on the quality of the existing construction.If codes were followed during construction,legalization can be achieved more easily.However,most accessory structures,such barns or sheds,were not originally intended as living units,and were not built to the standards required for habitable space.In such cases, making the changes for a legal ADU could be more complex and costly.The building code allows for meeting the intent rather than the letter of the law.In order to minimize alterations required to existing construction,County staff will consider reasonable alternatives that meet the intent of code requirements. The property owner will be required to provide accurate plans.Often,these may be drawn by an unlicensed designer.Sometimes,however,plans from an engineer or architect are required. Planning staff will use the site plan to verify the ADU’s location in relation to property lines. Unpermitted detached structures may violate zoning setback requirements,and if so will require a variance permit to be legalized.Building staff will review plans to verify that code requirements for safe,sanitary housing are met,and will identify if any improvements are necessary. After a building permit is issued,a County inspector will inspect the unit to verify proper construction.Some of the items to be inspected include the framing and foundation,the plumbing,mechanical,and electrical systems,moisture control,heating,sanitation,and cooking facilities.Staff will also need to verify safety measures in case of fire,including an appropriate exit door and path,windows,and smoke and carbon monoxide alarms.Inspecting completed construction work is typically more difficult than inspection while construction is underway,and may require opening up finished areas to confirm code compliance.Staff will attempt to minimize such disruptions during the inspection process. RECOMMENDATION(S): ADOPT Resolution No. 2019/195 approving the Memoranda of Understanding between Contra Costa County and Deputy Sheriffs Association (DSA) Management Unit and the Memorandum of Understanding between Contra Costa County and DSA Rank and File Unit, implementing negotiated wage agreements and other economic terms and conditions of employment, for the period of July 1, 2019 through June 30, 2023. FISCAL IMPACT: The terms and conditions set forth in this action have non compounded estimated FY 2019/20 cost of $6.57 million, including $1.68 million in benefit costs; FY 2020/21 cost of $13.14 million, including $3.37 million in benefit costs; FY 2021/22 cost of $19.71 million, including $5.05 million in benefit costs; and FY 2022/23 cost of $26.28 million, including $6.74 million in benefit costs. BACKGROUND: The Deputy Sheriffs Association Management Unit (DSA-MGMT) and Rank & File Unit (DSA-R&F) reached a Tentative Agreement with the County on May 22, 2019 and ratified the agreement on June 5, 2019. The resulting Memoranda of Understanding, which are attached, include modifications to wages and benefits. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Lisa Driscoll, County Finance Director (925) 335-1023 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: June McHuen, Deputy cc: Robert Campbell, Auditor-Controller, Dianne Dinsmore, Human Resources Director, David Livingston, Sheriff-Coroner D.15 To:Board of Supervisors From:David Twa, County Administrator Date:June 18, 2019 Contra Costa County Subject:Memoranda of Understanding with Deputy Sheriffs Association Management and Rank & File Units BACKGROUND: (CONT'D) In summary, those changes are: Term - Section 38.4 (DSA-MGMT) and Section 50.4 (DSA-R&F) The terms of both agreements are from July 1, 2019 through June 30, 2023. General Wages - Section 5.1 (DSA-MGMT and DSA-R&F) Effective July 1, 2019, the base rate of pay for all classifications represented by DSA-MGMT and DSA-R&F will be increased as follows: Effective July 1, 2019, the base rate of pay will be increased by five percent (5%). Effective July 1, 2020, the base rate of pay will be increased by five percent (5%). Effective July 1, 2021, the base rate of pay will be increased by five percent (5%). Effective July 1, 2022, the base rate of pay will be increased by five percent (5%). Association Recognition - Section 1 (DSA-MGMT) Include recognition of Sheriff’s Communication Center Director (64NC) and Sheriff’s Crime Analyst (64VA) in the DSA Management Unit. Association Release Time Bank - Section 4.4 (DSA-R&F) Provide release time bank for DSA representatives. Increments Within Range - Section 5.4 (DSA-MGMT) and Section 5.5 (DSA-R&F) Provide written reasons for merit step denial. Leave of Absence - Section 11 (DSA-MGMT) and Section 15 (DSA-R&F) Amend multiple subsections to include references to FMLA and CFRA. Clarify language regarding circumstances where leave without pay may be taken. Amend the process for certification of FMLA/CFRA leaves and remove redundant language. Update Military leave language to align with Federal Uniformed Services Employment & Reemployment Rights Act (USERRA), limiting period to a maximum of five (5) years, plus ninety (90) days. Amend length of time an employee may remain on FMLA/CFRA before reinstatement to the same or comparable position. Holidays - Section 12 (DSA-R&F) Amend language to clarify that employees who may take a day off due to a holiday falling on a scheduled day off are only entitled to eight (8) hours for the holiday. Sick Leave - Section 14 (DSA-MGMT and DSA-R&F) Amend Section 10.2.d to clarify usage of sick leave when used in conjunction with Pregnancy Disability Leave. Include language regarding employee eligibility to utilize leave for child bonding under the FMLA and CFRA. Clean up language related to worker’s compensation reimbursement rates for non-sworn employees (DSA-R&F). Professional Development - Section 15.4.H (DSA-MGMT) Update language and list the correct dollar amount of $400. Non-Sworn Training Officer Program - Section 27.1 (DSA-R&F) Amend language to clarify that the five percent (5%) differential for Non-Sworn Training Officers shall be based on base salary actually paid to the employee in a given month. Where an employee is absent without pay for an entire or partial month, the differential shall be reduced accordingly. Clean-up of various sections and incorporate existing side letters into MOUs. CONSEQUENCE OF NEGATIVE ACTION: The current Memoranda of Understanding (MOU) with the Deputy Sheriffs Association could expire without a successor MOU in place. AGENDA ATTACHMENTS Resolution 2019/195 DSA MGMT Unit MOU 7-1-19 thru 6-30-23 DSA R&F Unit 7-1-19 thru 6-30-23 MINUTES ATTACHMENTS Signed Resolution No. 2019/195 THE BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY, CALIFORNIA and for Special Districts, Agencies and Authorities Governed by the Board Adopted this Resolution on 06/18/2019 by the following vote: AYE:5 John Gioia Candace Andersen Diane Burgis Karen Mitchoff Federal D. Glover NO: ABSENT: ABSTAIN: RECUSE: Resolution No. 2019/195 In The Matter Of: Memorandum of Understanding with Deputy Sheriffs Association Management Unit and Rank & File Unit, for the period of July 1, 2019 through June 30, 2023. The Contra Costa Board of Supervisors acting in its capacity as the Governing Board of the County of Contra Costa, RESOLVES THAT: The Memorandum of Understanding (MOU) between Contra Costa County and Deputy Sheriffs Association, Management Unit providing for wages, benefits and other terms and conditions of employment for the period beginning July 1, 2019 through June 30, 2023, for those classifications represented by the Deputy Sheriffs Association Management Unit is ADOPTED. A copy of the MOU is attached. 1. The Memorandum of Understanding (MOU) between Contra Costa County and Deputy Sheriffs Association, Rank and File Unit providing for wages, benefits and other terms and conditions of employment for the period beginning July 1, 2019 through June 30, 2023, for those classifications represented by the Deputy Sheriffs Association Rank and File Unit is ADOPTED. A copy of the MOU is attached. 2. Contact: Lisa Driscoll, County Finance Director (925) 335-1023 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: June McHuen, Deputy cc: Robert Campbell, Auditor-Controller, Dianne Dinsmore, Human Resources Director, David Livingston, Sheriff-Coroner MEMORANDUM OF UNDERSTANDING BETWEEN CONTRA COSTA COUNTY AND DEPUTY SHERIFFS ASSOCIATION MANAGEMENT UNIT JULY 1, 2019 – JUNE 30, 2023 DSA MGMT 2019-2023 i DEPUTY SHERIFFS ASSOCIATION MANAGEMENT UNIT TABLE OF CONTENTS SECTION 1 RECOGNITION 1.1 Association Recognition ............................................................... 4 1.2 Association Business .................................................................... 4 SECTION 2 ASSOCIATION SECURITY 2.1 Dues Deduction ............................................................................ 4 2.2 Communicating With Employees .................................................. 5 2.3 Use of County Buildings ............................................................... 5 2.4 Advance Notice ............................................................................. 6 2.5 Assignment of Classes to Bargaining Units .................................. 6 2.6 New Employee Orientation ........................................................... 7 SECTION 3 NO DISCRIMINATION .................................................................. 7 SECTION 4 OFFICIAL REPRESENTATIVES 4.1 Attendance at Meetings ................................................................ 8 4.2 Association Representatives ........................................................ 8 4.3 Union Release Time Bank - Limited Pilot Program....................... 8 SECTION 5 SALARIES 5.1 General Wages ............................................................................. 8 5.2 Entrance Salary ............................................................................ 9 5.3 Anniversary Dates ........................................................................ 9 5.4 Increments Within Range ........................................................... 10 5.5 Part-Time Compensation ............................................................ 10 5.6 Compensation for Portion of Month ............................................ 11 5.7 Position Reclassification ............................................................. 11 5.8 Salary Reallocation & Salary on Reallocation ............................. 11 5.9 Salary on Promotion ................................................................... 12 5.10 Salary on Involuntary Demotion .................................................. 12 5.11 Salary on Voluntary Demotion .................................................... 12 5.12 Transfer ...................................................................................... 12 5.13 Pay for Work in Higher Classification ......................................... 13 5.14 Payment ..................................................................................... 14 SECTION 6 DAYS AND HOURS OF WORK 6.1 Definitions ................................................................................... 15 6.2 Time Reporting/Time Stamping .................................................. 16 SECTION 7 SENIORITY, WORKFORCE REDUCTION, LAYOFF & REASSIGNMENT 7.1 Workforce Reduction .................................................................. 16 7.2 Separation Through Layoff ......................................................... 17 7.3 Notice ......................................................................................... 20 7.4 Special Employment Lists ........................................................... 20 DSA MGMT 2019-2023 ii 7.5 Reassignment of Laid off Employees ......................................... 20 SECTION 8 HOLIDAYS 8.1 Holidays Observed ..................................................................... 21 8.2 Holiday is NOT Worked and Holiday Falls on Scheduled Work Day .................................................... 21 8.3 Holiday is NOT Worked and Holiday Falls on Scheduled Day Off ........................................................ 22 SECTION 9 VACATION LEAVE 9.1 Vacation Allowance .................................................................... 23 9.2 Vacation Accrual Rates .............................................................. 23 9.3 Accrual During Leave Without Pay ............................................. 24 9.4 Vacation Allowance for Separated Employees ........................... 24 9.5 Pro-rated Accruals ...................................................................... 24 9.6 Vacation Leave on Reemployment From a Layoff List ............... 24 SECTION 10 SICK LEAVE 10.1 Purpose ...................................................................................... 24 10.2 Accrual ........................................................................................ 24 10.3 Administration of Sick Leave ...................................................... 26 10.4 Disability ..................................................................................... 27 10.5 Workers’ Compensation ............................................................. 30 10.6 Workers’ Compensation & Continuing Pay for Non-Sworn Employees .................................................................................. 30 10.7 Accrual During Leave Without Pay ............................................. 32 SECTION 11 LEAVE OF ABSENCE 11.1 Leave Without Pay ..................................................................... 32 11.2 General Administration – Leaves of Absence ............................. 33 11.3 Family and Medical Leave Act (FMLA) and/or California Family Rights Act (CFRA) ...................................................................... 33 11.4 Pregnancy Disability Leave ......................................................... 35 11.5 Group Health Plan Coverage ...................................................... 35 11.6 Leave Without Pay - Use of Accruals ......................................... 36 11.7 Military Leave .............................................................................. 36 11.8 Return From Leave of Absence .................................................. 37 11.9 Appeal of Denial ......................................................................... 38 11.10 Salary Review While on Leave of Absence ................................ 38 11.11 Unauthorized Absence ............................................................... 38 SECTION 12 JURY DUTY AND WITNESS DUTY 12.1 Jury Duty ..................................................................................... 38 12.2 Witness Duty .............................................................................. 39 SECTION 13 MEDICAL, DENTAL AND LIFE INSURANCE 13.1 Health Plan ................................................................................. 39 13.2 Contra Costa Health Plan (CCHP).............................................. 40 13.3 CalPERS Health Plan Monthly Premium Subsidy ...................... 40 13.4 Dental Plan ................................................................................. 41 13.5 Dental Plan Contribution ............................................................. 41 13.6 Orthodontia Coverage ................................................................ 41 DSA MGMT 2019-2023 iii 13.7 Rate Information ......................................................................... 41 13.8 Life Insurance Benefit Under Health and Dental Plans .............. 42 13.9 Life Insurance Contribution ......................................................... 42 13.10 Premium Payments .................................................................... 42 13.11 Extended Coverage .................................................................... 42 13.12 Retirement Coverage .................................................................. 42 13.13 Dual Coverage ............................................................................ 44 13.14 Employee Assistance Program ................................................... 44 13.15 Health Care Spending Account .................................................. 45 13.16 Dependent Care Assistance Program ........................................ 45 13.17 Premium Conversion Plan .......................................................... 45 13.18 Prevailing Section ....................................................................... 45 13.19 Health Benefits for Employees Not Otherwise Covered ............. 45 SECTION 14 PROBATIONARY PERIOD 14.1 Revised Probationary Period ...................................................... 46 14.2 Criteria ........................................................................................ 46 14.3 Rejection During Probation ......................................................... 46 14.4 Regular Appointment .................................................................. 47 14.5 Layoff During Probation .............................................................. 47 SECTION 15 GENERAL TERMS & CONDITIONS OF EMPLOYMENT/MANAGEMENT BENEFITS 15.1 Incentives.................................................................................... 48 15.2 Differentials ................................................................................. 49 15.3 Leaves & Pay for Time Not Worked ........................................... 50 15.4 Benefits & Allowances ................................................................ 50 15.5 Terms & Conditions of Employment ........................................... 53 15.6 Officer of the Day Program ......................................................... 54 15.7 Holiday is Not Worked by F-T Lieutenants who are Assigned to the Officer of the Day Program ............................... 55 15.8 Holiday is WORKED by Lieutenants W ho are Assigned to the Officer Of the Day Program and Holiday Falls on Scheduled Work Day ....................................... 55 15.9 Holiday is WORKED by Lieutenant Assigned to the Officer of the Day Program and Holiday Falls on Scheduled Day Off .... 55 15.10 Time Reporting and Pay Practices Waiver ................................. 56 SECTION 16 PROMOTION 16.1 Competitive Exam ....................................................................... 56 16.2 Promotion Policy ......................................................................... 56 16.3 Open Exam ................................................................................. 56 16.4 Promotion Via Reclassification Without Exam ............................ 56 16.5 Requirements for Promotional Standing ..................................... 56 16.6 Seniority Credits ......................................................................... 57 16.7 Physical Examination .................................................................. 57 SECTION 17 RESIGNATIONS 17.1 Resignation in Good Standing .................................................... 57 17.2 Constructive Resignation ............................................................ 57 17.3 Effective Resignation .................................................................. 57 17.4 Revocation .................................................................................. 58 DSA MGMT 2019-2023 iv 17.5 Coerced Resignations ................................................................ 58 SECTION 18 DISMISSAL, SUSPENSION & DEMOTION 18.1 Cause for Disciplinary Action ...................................................... 58 18.2 Skelly Requirements - Notice of Proposed Action (Skelly Notice) ................................................. 59 18.3 Employee Response ................................................................... 60 18.4 Leave Pending Employee Response .......................................... 60 18.5 Length of Suspension ................................................................. 60 18.6 Procedure on Dismissal, Suspension or Disciplinary Demotion ............................................................. 60 SECTION 19 MANAGEMENT COMPLAINT PROCEDURE 19.1 Definition ..................................................................................... 60 19.2 Compensation Complaints .......................................................... 62 19.3 Strike/Work Stoppage ................................................................. 62 19.4 Merit Board ................................................................................. 62 19.5 Filing by Association ................................................................... 62 19.6 Letters of Reprimand .................................................................. 62 19.7 Corrective Counseling System .................................................... 63 SECTION 20 DEPARTMENT INVESTIGATIONS ............................................ 64 SECTION 21 LABOR/MANGAEMENT COMMITTEE ...................................... 64 SECTION 22 RETIREMENT CONTRIBUTION 22.1 Safety Retirement Tier Elections - Employees Hired or Rehired Before January 1, 2013 ............................................. 65 22.2 Tier A - Thirty Years of Continuous Service as a Safety Member ....................................................... 66 22.3 Safety Retirement Tier C - Employees Hired or Rehired after December 31, 2006, but Before January 1, 2013 ............... 66 22.4 Safety Retirement Benefit - Sworn Employees who become New Members of CCCERA on or after January 1, 2013 ............ 67 22.5 Retirement Benefit - Non-Sworn Employees who become New Members of CCCERA on or after January 1, 2013 ............ 67 SECTION 23 SAFETY ...................................................................................... 68 SECTION 24 MILEAGE ................................................................................... 68 SECTION 25 PAY WARRANT ERRORS ......................................................... 68 SECTION 26 PROVISIONAL APPOINTMENT ................................................ 69 SECTION 27 PERSONNEL FILES .................................................................. 70 SECTION 28 SERVICE AWARDS ................................................................... 70 DSA MGMT 2019-2023 v SECTION 29 REIMBURSEMENT FOR MEAL EXPENSES & CHARGE FOR DETENTION DIVISION MEALS 29.1 Reimbursement for Meal Expenses ............................................ 71 29.2 Charge for Detention Division Meals .......................................... 71 SECTION 30 COMPENSATION FOR LOSS OR DAMAGE TO PERSONAL PROPERTY 30.1 Conditions ................................................................................... 71 30.2 Policies & Practices .................................................................... 72 SECTION 31 UNFAIR LABOR PRACTICE ...................................................... 72 SECTION 32 LENGTH OF SERVICE DEFINITION (for service awards & vacation accruals) ............................... 72 SECTION 33 UNIFORM ALLOWANCE/S.W.A.T. UNIFORM 33.1 Uniform Allowance ...................................................................... 73 33.2 Uniform Allowance Method Of Payment ..................................... 73 33.3 S.W.A.T. Uniform........................................................................ 73 SECTION 34 PEACE OFFICER TRAINING INCENTIVE PROGRAM 34.1 Management/Executive P.O.S.T. Certificate .............................. 73 34.2 Advanced P.O.S.T. Certificate .................................................... 73 34.3 Intermediate P.O.S.T. Certificate ................................................ 74 SECTION 35 CRITICAL INCIDENT ................................................................. 74 SECTION 36 DISPATCH REOPENER ............................................................ 74 SECTION 37 ADOPTION ................................................................................. 74 SECTION 38 SCOPE OF AGREEMENT & SEVERABILITY OF PROVISIONS 37.1 Scope of Agreement ................................................................... 74 37.2 Severability of Provisions ............................................................ 75 37.3 Personnel Management Regulations .......................................... 75 37.4 Duration of Agreement................................................................ 75 ATTACHMENT A MEMORANDUM OF UNDERSTANDING BETWEEN CONTRA COSTA COUNTY AND DEPUTY SHERIFFS ASSOCIATION MANAGEMENT UNIT This Memorandum of Understanding (MOU) is entered into pursuant to the authority contained in Board of Supervisors Resolution 81/1165 and has been jointly prepared by the parties. The Employee Relations Officer (County Administrator) is the representative of Contra Costa County in employer-employee relations matters as provided in Board of Supervisors Resolution 81/1165, Section 34-8.012. The parties have met and conferred in good faith regarding wages, hours and other terms and conditions of employment for the employees in units in which the Association is the recognized representative, have freely exchanged information, opinions and proposals and have endeavored to reach agreement on all matters relating to the employment conditions and employer-employee relations covering such employees. This MOU shall be presented to the Contra Costa County Board of Supervisors as the joint recommendations of the undersigned for salary and benefits for the term as set forth herein. DEFINITIONS DSA MGMT UNIT - 2 - 2019 – 2023 MOU DEFINITIONS Appointing Authority: Department Head unless otherwise provided by statute or ordinance. Association: Deputy Sheriffs Association. Class: A group of positions sufficiently similar with respect to the duties and responsibilities that similar selection procedures and qualifications may apply and that the same descriptive title may be used to designate each position allocated to the group. Class Title: The designation given to a class, to each position allocated to the class, and to the employees allocated to the class. County: Contra Costa County. Demotion: The change of a permanent employee to another position in a class allocated to a salary range for which the top step is lower than the top step of the class which the employee formerly occupied except as provided for under "Transfer" or as otherwise provided for in this MOU, in the Personnel Management Regulations, or in specific resolutions governing deep classifications. Director of Human Resources: The person designated by the County Administrator to serve as the Assistant County Administrator-Director of Human Resources. Eligible: Any person whose name is on an employment or reemployment or layoff list for a given classification. Employee: A person who is an incumbent of a position or who is on leave of absence in accordance with provisions of this MOU and whose position is held pending his/her return. Employment List: A list of persons who have been found qualified for employment in a specific class. Layoff List: A list of persons who have occupied positions allocated to a class in the Merit System and who have been involuntarily separated by layoff or displacement or have voluntarily demoted in lieu of layoff. Permanent-Intermittent Position: Any position which requires the services of an incumbent for an indefinite period but on an intermittent basis, as needed, paid on an hourly basis. Permanent Part-Time Position: Any position which will require the services of an incumbent for an indefinite period but on a regularly scheduled less than full time basis. DEFINITIONS DSA MGMT UNIT - 3 - 2019 – 2023 MOU Permanent Position: Any position which has required, or which will require the services of an incumbent without interruption, for an indefinite period. Project Employee: An employee who is engaged in a time limited program or service by reason of limited or restricted funding. Such positions are typically funded from outside sources but may be funded from County revenues. Promotion: The change of a permanent employee to another position in a class allocated to a salary range for which the top step is higher than the top step of the class which the employee formerly occupied, except as provided for under "Transfer" or as otherwise provided for in this MOU, in the Personnel Management Regulations, or in specific resolutions governing deep classes. Position: The assigned duties and responsibilities calling for the regular full time, part- time or intermittent employment of a person. Reallocation: The act of reassigning an individual position from one class to another class at the same range of the salary schedule or to a class which is allocated to another range that is within five (5) percent of the top step, except as otherwise provided for in the Personnel Management Regulations, deep class resolutions or other ordinances. Reclassification: The act of changing the allocation of a position by raising it to a higher class or reducing it to a lower class on the basis of significant changes in the kind, difficulty or responsibility of duties performed in such position. Reemployment List: A list of persons, who have occupied positions allocated to any class in the merit system and, who have voluntarily separated and are qualified for consideration for reappointment under the Personnel Management Regulations governing reemployment. Resignation: The voluntary termination of permanent service with the County from a position in the merit system. Temporary Employment: Any employment in the merit system which will require the services of an incumbent for a limited period of time, paid on an hourly basis, not in an allocated position or in permanent status. Transfer: The change of an employee who has permanent status in a position to another position in the same class in a different department, or to another position in a class which is allocated to a range on the salary plan that is within five percent (5%) at top step as the class previously occupied by the employee. SECTION 1 - RECOGNITION DSA MGMT UNIT - 4 - 2019 – 2023 MOU SECTION 1 - RECOGNITION 1.1 Association Recognition. The Association is the formally recognized employee organization for the Deputy Sheriffs Management Unit and such organization has been certified as such pursuant to Chapter 34-12 of Board of Supervisor's Resolution 81/1165 by Board Order dated September 21, 1993. Represented classes in this unit are: Captain (6XDA) Sheriff’s Chief of Forensic Services (6DDB) Lieutenant (6XHA) Administrative Lieutenant (6XHB) Deputy Sheriff Forensic Manager (6DGA) Sheriff’s Communication Center Director (64NC) Sheriff’s Crime Analyst (64VA) 1.2 Association Business. All elected members of the Board of the governing body of the DSA and any general member having agendized business before the Board requiring the member's personal appearance may be allowed to attend said Board meeting during duty hours without any loss of pay or benefit, provided that at least twenty-four (24) hour advance written request is made. The supervisor of the member shall be empowered to grant release time, if the granting of same would not require added costs (i.e., overtime or replacement by a temporary employee). Operational impact will also be considered. SECTION 2 - ASSOCIATION SECURITY 2.1 Dues Deduction. Pursuant to Chapter 34-26 of Resolution 81/1165 only a majority representative may have dues deduction and as such the Association has the exclusive privilege of dues deduction for all members in its unit. A. Notification of Dues Deduction Changes. The Association shall regularly provide the County in a manner that has been mutually agreed upon, with the names of employees for whom dues deductions should be initiated, changed, or discontinued pursuant to this section. The Association will submit a spreadsheet in an agreed upon format to the Office of the Auditor-Controller via email. Requests for dues deductions received by the Auditor-Controller by the close of business at least five (5) business days prior to the end of the pay period will be implemented in the following pay period. B. The Association shall indemnify, defend, and save the County harmless against any and all claims, demands, suits, orders, or judgments, or other forms of liability that arise out of or by reason of this Association Security Section, or action taken or not taken by the County under this Section. This includes, but is not limited to, the County's Attorneys' fees and costs. The provisions of this subsection shall not be subject to the grievance procedure. SECTION 2 - ASSOCIATION SECURITY DSA MGMT UNIT - 5 - 2019 – 2023 MOU C. The County Human Resources Department shall monthly furnish a list of all new hires to the Association. 2.2 Communicating With Employees. The Association shall be allowed to use designated portions of bulletin boards or display areas in public portions of County buildings or in public portions of offices in which there are employees represented by the Association, provided the communications displayed have to do with official organization business such as times and places of meetings and further provided that the Association appropriately posts and removes the information. The department head reserves the right to remove objectionable materials after notification to and discussion with the Association. Representatives of the Association, not on County time, shall be permitted to place a supply of employee literature at specific locations in County buildings if arranged through the Labor Relations Manager; said representatives may distribute employee organization literature in work areas (except work areas not open to the public) if the nature of the literature and the proposed method of distribution are compatible with the work environment and work in progress. Such placement and/or distribution shall not be performed by on duty employees. The Association shall be allowed access to work locations in which it represents employees for the following purposes: a. to post literature on bulletin boards; b. to arrange for use of a meeting room; c. to leave and/or distribute a supply of literature as indicated above; d. to represent an employee on an appeal, and/or to contact an Association officer on a matter within the scope of representation. In the application of this provision, it is agreed and understood that in each such instance advance arrangements including disclosure of which of the above purposes is the reason for the visit, will be made with the departmental representative in charge of the work area, and the visit will not interfere with County services. 2.3 Use of County Buildings. The Association shall be allowed the use of areas normally used for meeting purposes for meetings of County employees during non-work hours when: a. Such space is available and its use by the Association is scheduled twenty-four (24) hours in advance; b. there is no additional cost to the County; c. it does not interfere with normal County operations; SECTION 2 - ASSOCIATION SECURITY DSA MGMT UNIT - 6 - 2019 – 2023 MOU d. employees in attendance are not on duty and are not scheduled for duty; e. the meetings are on matters within the scope of representation. The administrative official responsible for the space shall establish and maintain scheduling of such uses. The Association shall maintain proper order at the meeting, and see that the space is left in a clean and orderly condition. The use of County equipment (other than items normally used in the conduct of business meetings, such as desks, chairs, ashtrays, and blackboards) is prohibited, even though it may be present in the meeting area. 2.4 Advance Notice. The Association shall, except in cases of emergency, have the right to reasonable notice of any ordinance, rule, resolution or regulation directly relating to matters within the scope of representation proposed to be adopted by the Board, or boards and commissions designated by the Board, and to meet with the body considering the matter. The listing of an item on a public agenda, or the mailing of a copy of a proposal at least seventy-two (72) hours before the item will be heard, or the delivery of a copy of the proposal at least twenty-four (24) hours before the item will be heard, shall constitute notice. In cases of emergency when the Board, or boards and commissions designated by the Board, determines it must act immediately without such notice or meeting, it shall give notice and opportunity to meet as soon as practical after its action. 2.5 Assignment of Classes to Bargaining Units. The County shall assign new classes in accordance with the following procedure: a. Initial Determination. When a new class title is established, the Labor Relations Manager shall review the composition of existing representation units to determine the appropriateness of including some or all of the employees in the new class in one or more existing representation units, and within a reasonable period of time shall notify all recognized employee organizations of his determination. b. Final Determination. This determination is final unless within ten (10) days after notification a recognized employee organization requests in writing to meet and confer thereon. c. Meet and Confer and Other Steps. The Labor Relations Manager shall meet and confer with such requesting organizations (and with other recognized employee organizations where appropriate) to seek agreement on this matter within sixty (60) days after the ten-day period in Subsection (b), unless otherwise mutually agreed. Thereafter, the procedures in cases of agreement and disagreement, arbitration referral and expenses, and criteria for determination shall conform to those in Subsections (d) through (I) of Section 34-12.008 of Board of Supervisors' Resolution 81/1165. SECTION 3 - NO DISCRIMINATION DSA MGMT UNIT - 7 - 2019 – 2023 MOU 2.6 New Employee Orientation. A. The County will provide a written statement to each new employee hired into a classification in any of the bargaining units represented by the Association, that the employee’s classification is represented by the Association and the name of a representative of the Association. For purposes of this section, a “new employee” is any person not previously represented by the Association who is hired into a position represented by the Association whether by new hire, transfer or promotion. The department will notify the Association within ten (10) days of hire of the new employee’s name, position, and any personal contact information (including address, phone number, and email) that the County has on record. B. The County will provide written notice of both Employer-wide and department- level new employee orientations (no matter how few participants, and whether in person, online or through other means or mediums) to the Association, at least ten (10) days prior to the event. Where the department holds bi-yearly orientations as a result of Academy graduations, or where the department holds quarterly new employee orientations as part of its onboarding program, the Association may attend those orientations and conduct a presentation in the manner described in this section. C. The new employee orientation notice provided to the Association will include the date, time, and location of the orientation. D. For Department-level new employee orientations, representatives of the Association shall be permitted to make a presentation of up to sixty (60) minutes, and present written materials, during a portion of the orientation. E. A bargaining unit member attending orientation as an Association representative shall be given paid release time sufficient to cover the Association presentation and travel time. The Association will provide the names of any employees who they wish to be released at least 48 hours in advance to the Labor Relations Manager. SECTION 3 - NO DISCRIMINATION There shall be no discrimination because of race, creed, color, national origin, sex, sexual orientation or Association activities against any employee or applicant for employment by the County or by anyone employed by the County; and to the extent prohibited by applicable State and Federal law there shall be no discrimination because of age. There shall be no discrimination against any disabled person solely because of such disability unless that disability prevents the person from meeting the minimum standards established for a position or from carrying out the duties of the position safely. SECTION 4 - OFFICIAL REPRESENTATIVES SECTION 5 – SALARIES DSA MGMT UNIT - 8 - 2019 – 2023 MOU 4.1 Attendance at Meetings. Employees designated as official representatives of the Association shall be allowed to attend meetings held by County agencies during regular working hours on County time as follows: a. If their attendance is required by the County at a specific meeting; b. if their attendance is sought by a hearing body for presentation of testimony or other reasons; c. if their attendance is required for meeting(s) scheduled at reasonable times agreeable to all parties required to address appeals filed pursuant under Section 24 - Management Complaint Procedure of this MOU; d. if they are designated as spokesperson or representative of the Association and as such make representations or presentations at meetings or hearings on wages, salaries and working conditions; provided in each case advance arrangements for time away from the employee's work station or assignment are made with the appropriate department head or his designee, and the County agency calling the meeting is responsible for determining that the attendance of the particular employee(s) is required. 4.2 Association Representatives. Official representatives of the Deputy Sheriffs Management Unit shall be allowed time off on County time for meetings during regular working hours when formally meeting and conferring in good faith or consulting with the Labor Relations Manager or other management representatives on matters within the scope of representation, provided that the number of such representatives shall not exceed two (2) without prior approval of the Labor Relations Manager, and that advance arrangements for the time away from the work station or assignment are made with the appropriate department head or his designee. 4.3 Union Release Time Bank – Limited Pilot Program. The parties agree to continue negotiations to develop this limited pilot program for utilization by both the Management Unit and Rank and File Units of the DSA. SECTION 5 – SALARIES 5.1 General Wages. The base rate of pay for all classifications represented by the Deputy Sheriffs Association, Management Unit, will be increased as follows: A. Effective July 1, 2019, or the first of the month following adoption by the Board of Supervisors, whichever comes later. 5.0% B. Effective July 1, 2020 5.0% C. Effective July 1, 2021 5.0% SECTION 5 – SALARIES DSA MGMT UNIT - 9 - 2019 – 2023 MOU D. Effective July 1, 2022 5.0% E. Sixth Salary Step: Beginning January 1, 2008, (Sworn) classifications with five (5) steps in the salary range shall be eligible for an additional salary step in the amount of two and one-half percent (2.5%) upon meeting both of the following two conditions: 1) Have a total of sixty (60) months of Contra Costa County service in a sworn classification in the Office of the Sheriff and 2) Have eighteen (18) months at the top step of a salary range in a classification listed in Attachment A – Deputy Sheriff’s Management Unit (V#) Class Listing. Effective January 1, 2017, the sixth salary step described in this paragraph will be increased by two and one-half percent (2.5%) for a total additional step of five percent (5%) and will remain subject to the same eligibility conditions. F. Effective January 1, 2017, employees in classifications listed in Attachment A who are not sworn and with at least five (5) steps in the salary range, will be eligible for an additional salary step in the amount of two and one-half percent (2.5%) upon meeting both of the following two conditions: 1) Have a total of sixty (60) months of Contra Costa County service in the Office of the Sheriff, and 2) Have eighteen (18) months at the top step of a salary range in a classification listed in Attachment A. 5.2 Entrance Salary. New employees shall generally be appointed at the minimum step of the salary range established for the particular class of position to which the appointment is made. However, the appointing authority may fill a particular position at a step above the minimum of the range. 5.3 Anniversary Dates. Except as may otherwise be provided for in deep class resolutions, anniversary dates will be set as follows: a. New Employees. The anniversary date of a new employee is the first day of the calendar month after the calendar month when the employee successfully completes six (6) months service provided however, if an employee began work on the first regularly scheduled workday of the month the anniversary date is the first day of the calendar month when the employee successfully completes six (6) months service. b. Promotions. The anniversary date of a promoted employee is determined as for a new employee in Section 5.3.a above. c. Demotions. The anniversary of a demoted employee is the first day of the calendar month after the calendar month when the demotion was effective. d. Transfers, Reallocations and Reclassifications. The anniversary date of an employee who is transferred to another position or one whose position has been reallocated or reclassified to a class allocated to the same salary range or to a salary range which is within five percent (5%) of the top step of the previous classification, remains unchanged. SECTION 5 – SALARIES DSA MGMT UNIT - 10 - 2019 – 2023 MOU e. Reemployments. The anniversary of an employee appointed from a reemployment list to the first step of the applicable salary range and not required to serve a probation period is determined in the same way as the anniversary date is determined for a new employee who is appointed the same date, classification and step and who then successfully completes the required probationary period. f. Notwithstanding other provisions of this Section 5, the anniversary of an employee who is appointed to a classified position from outside the County's merit system at a rate above the minimum salary for the employee's new class, or who is transferred from another governmental entity to this County's merit system, is one (1) year from the first day of the calendar month after the calendar month when the employee was appointed or transferred; provided however, when the appointment or transfer is effective on the employee's first regularly scheduled work day of that month, his/her anniversary is one (1) year after the first calendar day of that month. 5.4 Increments Within Range. The performance of each employee, except those of employees already at the maximum salary step of the appropriate salary range, shall be reviewed on the anniversary date as set forth in Section 5.3 to determine whether the salary of the employee shall be advanced to the next higher step in the salary range. Advancement shall be granted on the affirmative recommendation of the appointing authority, based on satisfactory performance by the employee. The appointing authority may recommend denial of the increment or denial subject to one additional review at some specified date before the next anniversary which must be set at the time the original report is returned. Upon request by the employee, the appointing authority will provide a written explanation of the decision to deny the increment increase. Except as herein provided, increments within range shall not be granted more frequently than once a year, nor shall more than one (1) step within-range increment be granted at one time, except as otherwise provided in deep-class resolutions. In case an appointing authority recommends denial of the within range increment on some particular anniversary date, but recommends a special salary review at some date before the next anniversary the special salary review shall not affect the regular salary review on the next anniversary date. Nothing herein shall be construed to make the granting of increments mandatory on the County. If the department verifies in writing that an administrative or clerical error was made in failing to submit the documents needed to advance an employee to the next salary step on the first of the month when eligible, said advancement shall be made retroactive to the first of the month when eligible. 5.5 Part-Time Compensation. A part-time employee shall be paid a monthly salary in the same ratio to the full-time monthly rate to which the employee would be entitled as a full-time employee under the provisions of this Section 5 as the number of hours per week in the employee's part-time work schedule bears to the number of hours in the full-time work schedule of the department. SECTION 5 – SALARIES DSA MGMT UNIT - 11 - 2019 – 2023 MOU 5.6 Compensation for Portion of Month. Any employee who works less than any full calendar month, except when on earned vacation or authorized sick leave, shall receive as compensation for services an amount which is in the same ratio to the established monthly rate as the number of days worked is to the actual working days in such employee's normal work schedule for the particular month; but if the employment is intermittent, compensation shall be on an hourly basis. 5.7 Position Reclassification. An employee who is an incumbent of a position which is reclassified to a class which is allocated to the same range of the basic salary schedule as is the class of the position before it was reclassified, shall be paid at the same step of the range as the employee received under the previous classification. An incumbent of a position which is reclassified to a class which is allocated to a lower range of the basic salary schedule shall continue to receive the same salary as before the reclassification, but if such salary is greater than the maximum of the range of the class to which the position has been reclassified, the salary of the incumbent shall be reduced to the maximum salary for the new classification. The salary of an incumbent of a position which is reclassified to a class which is allocated to a range of the basic salary schedule greater than the range of the class of the position before it was reclassified shall be governed by the provisions of Section 5.9 - Salary on Promotion. 5.8 Salary Reallocation & Salary on Reallocation. A. In a general salary increase or decrease, an employee in a class which is allocated to a salary range above or below that to which it was previously allocated, when the number of steps remain the same, shall be compensated at the same step in the new salary range the employee was receiving in the range to which the class was previously allocated. If the reallocation is from one salary range with more steps to a range with fewer steps or vice versa, the employee shall be compensated at the step on the new range which is in the same percentage ratio to the top step of the new range as was the salary received before reallocation to the top step of the old range, but in no case shall any employee be compensated at less than the first step of the range to which the class is allocated. B. In the event that a classification is reallocated from a salary range with more steps to a salary range with fewer steps on the salary schedule, apart from the general salary increase or decrease described in 5.8.A above, each incumbent of a position in the reallocated class shall be placed upon the step of the new range which equals the rate of pay received before the reallocation. In the event that the steps in the new range do not contain the same rates as the old range, each incumbent shall be placed at the step of the new range which is next above the salary rate received in the old range, or if the new range does not contain a higher step, at the step which is next lower than the salary received in the old range. C. In the event an employee is in a position which is reallocated to a different class which is allocated to a salary range the same as, above or below the salary range of the employee's previous class, the incumbent shall be placed at the SECTION 5 – SALARIES DSA MGMT UNIT - 12 - 2019 – 2023 MOU step in the new class which equals the rate of pay received before reallocation. In the event that the steps in the range for the new class do not contain the same rates as the range for the old class, the incumbent shall be placed at the step of the new range which is next above the salary rate received in the old range; or if the new range does not contain a higher step, the incumbent shall be placed at the step which is next lower than the salary received in the old range. D. In the event of reallocation to a deep class, the provisions of the deep class resolution and incumbent salary allocations, if any, shall supersede Section 5.8. 5.9 Salary on Promotion. Any employee who is appointed to a position of a class allocated to a higher salary range than the class previously occupied, except as provided under Section 5.12 shall receive the salary in the new salary range which is next higher than the rate received before promotion. In the event this increase is less than five percent (5%), the employee's salary shall be adjusted to the step in the new range which is at least five percent (5%) greater than the next higher step; provided however that the next step shall not exceed the maximum salary for the higher class. In the event of the promotion of a laid off employee from the layoff list to the class from which the employee was laid off, the employee shall be appointed at the step which the employee had formerly attained in the higher class unless such step results in an increase of less than five percent (5%), in which case the salary shall be adjusted to the step in the new range which is five percent (5%) greater than the next higher step, if the new range permits such adjustment. 5.10 Salary on Involuntary Demotion. Any employee who is demoted, except as provided under Section 5.12, shall have his/her salary reduced to the monthly salary step in the range for the class of position to which he has been demoted next lower than the salary received before demotion. In the event this decrease is less than five percent (5%), the employee's salary shall be adjusted to the step in the new range which is five percent (5%) less than the next lower step; provided, however, that the next step shall not be less than the minimum salary for the lower class. Whenever the demotion is the result of layoff, cancellation of positions or displacement by another employee with greater seniority rights, the salary of the demoted employee shall be that step on the salary range which he/she would have achieved had he/she been continuously in the position to which he/she has been demoted, all within-range increments having been granted. 5.11 Salary on Voluntary Demotion. Whenever any employee voluntarily demotes to a position in a class having a salary schedule lower than that of the class from which he or she demotes, his or her salary shall remain the same if the steps in his or her new (demoted) salary range permit, and if not, the new salary shall be set at the step next below former salary. 5.12 Transfer. An employee who is transferred from one position to another as described under "Transfer" shall be placed at the step in the salary range of the new class which equals the rate of pay received before the transfer. In the event that the steps in the range for the new class do not contain the same rates as the range for the SECTION 5 – SALARIES DSA MGMT UNIT - 13 - 2019 – 2023 MOU old class, the employee shall be placed at the step of the new range which is next above the salary rate received in the old range; or if the new range does not contain a higher step, the employee shall be placed at the step which is next lower than the salary received in the old range. If the transfer is to a deep class, the provisions of the deep class resolution on salary of transfers, if any, shall apply in lieu of the above provisions. 5.13 Pay for Work in Higher Classification. When an employee in a permanent position in the merit system is required to work in a classification for which the compensation is greater than that to which the employee is regularly assigned, the employee shall receive compensation for such work at the rate of pay established for the higher classification pursuant to Section 5.9 - Salary on Promotion of this MOU, commencing on the eleventh (11th) work day of the assignment, under the following conditions: a. The employee is assigned to a program, service, or activity established by the Board of Supervisors which is reflected in an authorized position which has been classified and assigned to the Salary Schedule. b. The nature of the departmental assignment is such that the employee in the lower classification becomes fully responsible for the duties of the position of the higher classification. c. Employee selected for the assignment will normally be expected to meet the minimum qualifications for the higher classification. d. Pay for work in a higher classification shall not be utilized as a substitute for regular promotional procedures provided in this MOU. e. The appropriate authorization form has been submitted by the Department Head and approved by the County Administrator. f. Higher pay assignments shall not exceed six (6) months except through reauthorization. g. If approval is granted for pay for work in a higher classification and the assignment is terminated and later reapproved for the same employee within thirty (30) days no additional waiting period will be required. h. Any incentives and special differentials accruing to the employee in his/her permanent position shall continue unless the employee is no longer performing the duties which warrant the differentials. i. During the period of work for higher pay in a higher classification, an employee will retain his/her permanent classification, and anniversary and salary review dates will be determined by time in that classification. j. Allowable overtime pay, shift differentials and/or work location differentials will be paid on the basis of the rate of pay for the higher class. SECTION 5 – SALARIES DSA MGMT UNIT - 14 - 2019 – 2023 MOU 5.14 Payment. On the tenth (10th) day of each month, the Auditor will draw a warrant upon the Treasurer in favor of each employee for the amount of salary due the employee for the preceding month; provided, however, that each employee (except those paid on an hourly rate) may choose to receive an advance on the employee's monthly salary, in which case the Auditor shall, on the twenty-fifth (25th) day of each month, draw his/her warrant upon the Treasurer in favor of such employee. The advance shall be in an amount equal to one-third (1/3) or less (at the option of the employee) of the employee's basic salary of the previous month except that it shall not exceed the amount of the previous month's basic salary less all requested or required deductions. The election to receive an advance shall be made on or before April 30 or October 31 of each year or during the first month of employment by filing on forms prepared by the Auditor-Controller a notice of election to receive salary advance. Each election shall become effective on the first day of the month following the deadline for filing the notice and shall remain effective until revoked. In the case of an election made pursuant to this Section 5.14, all required or requested deductions from salary shall be taken from the second installment, which is payable on the tenth (10th) day of the following month. Direct Deposit Provisions. No later than July 1, 2002, all employees shall voluntarily authorize and make arrangements for the direct deposit of their paychecks via electronic fund transfer into the financial institution of their choice using forms approved by the Auditor-Controller and subject to Labor Code section 213. Employees will have their payroll advice statements mailed to their address on file with the County. As a condition of continued employment, all employees hired into classifications represented by the DSA on or after July 1, 2002, shall voluntarily authorize and make arrangements for the direct deposit of their paychecks via electronic fund transfer into the financial institution of their choice using forms approved by the Auditor-Controller, subject to Labor Code section 213. Pursuant to Labor Code section 213, an individual employee having provided consent for direct deposit as outlined above, may choose to opt out of direct deposit at a later date. Individual employees that opt-out of direct deposit will have their pay warrant mailed to their address on file with the County under regular County payroll procedures. Direct Mailing of Pay Warrant and Pay Warrant Advice. The County shall distribute pay warrants and/or pay warrant advices via United States mail. Pay warrant and pay warrant advices shall be mailed directly to each employee’s address on file with the County subject to the following: a. If an employee has not received his/her pay warrant or pay warrant advice five (5) calendar days following the mailing of said warrant or advice, and upon request of the employee, the County shall issue a replacement pay warrant or SECTION 6 - DAYS AND HOURS OF WORK DSA MGMT UNIT - 15 - 2019 – 2023 MOU pay warrant advice within twenty-four (24) hours of receiving the employee’s request for a replacement. b. Payroll errors shall be corrected as follows: 1. Errors of two hundred dollars ($200) gross or more will be corrected within five (5) working days. 2. Errors amounting to less than two hundred dollars ($200) gross, shall be adjusted the next pay period. 3. The hardship requirement will no longer apply to payroll corrections. 4. Request for payroll corrections shall be forwarded by the Department, not by the employee, to the Auditor’s Payroll Division. 5. Payroll adjustments would be by a paper check as opposed to an electronic transfer. 6. Items 1 through 5 above notwithstanding, the provisions of Section 25 – Pay Warrant Errors of the current DSA MOU remain in force and effect. c. There shall be no fee to employees for the processing of pay warrants and/or pay warrant advices, or for the correction of payroll errors. SECTION 6 - DAYS AND HOURS OF WORK 6.1 Definitions. A. Regular Work Schedule: A regular work schedule is eight (8) hours per day, Monday through Friday, inclusive, for a total of forty (40) hours per week. B. Alternate Work Schedule: An alternate work schedule is any work schedule where an employee is regularly scheduled to work five (5) days per week, but the employee’s regularly scheduled two (2) days off are NOT Saturday and Sunday. C. Flexible Work Schedule: A flexible work schedule is any schedule that is not a regular, alternate, 4/10, 9/80, or Coroner’s Bureau “Living in Positions” work schedule and where the employee is not scheduled to work more than 40 hours in the work week or 171 hours in the work period as defined in Subsection H. and I., below. D. 4/10 Work Schedule: A 4/10 work schedule is four (4) ten hour days in a seven (7) day period, for a total of forty (40) hours per week. E. 9/80 Work Schedule: A 9/80 work schedule is where an employee works a recurring schedule of thirty-six (36) hours in one calendar week and forty-four SECTION 6 - DAYS AND HOURS OF WORK DSA MGMT UNIT - 16 - 2019 – 2023 MOU (44) hours in the next calendar week, but only forty (40) hours in the designated workweek. In the thirty-six (36) hour calendar week, the employee works four (4) nine (9) hour days and has the same day of the week off that is worked for eight (8) hours in the forty-four (44) hour calendar week. In the forty-four (44) hour calendar week, the employee works four (4) nine (9) hour days and one (1) eight (8) hour day. F. Coroner’s Division “Living-In Positions” Work Schedule: The work schedule for employees in the Coroner's Division filling "living-in positions" consists of three (3) twenty-four (24) hour shifts during a nine (9) calendar day period. The general order of the work shifts is as follows: 24-hour on duty; 24-hour off duty; 24-hour on duty; 24-hour off duty; 24-hour on duty; followed by four (4) consecutive days off. G. Workweek for Employees on Regular, Flexible, Alternate, and 4/10 Work Schedules: For employees on regular, alternate, flexible, and 4/10 work schedules, the workweek begins at 12:01 a.m. on Monday and ends at 12 midnight on Sunday. H. Workweek for Employees on a 9/80 Work Schedule: The 9/80 workweek begins on the same day of the week as the employee’s eight (8) hour work day and regularly scheduled 9/80 day off. The start time of the workweek is four (4) hours and one (1) minute after the start time of the eight (8) hour workday. The end time of the workweek is four (4) hours after the eight (8) hour workday start time. The result is a workweek that is a fixed and regularly recurring period of seven (7) consecutive twenty-four (24) hour periods (168 hours). I. Work Period for Sworn Employees: For sworn employees in classifications listed in Attachment A of the DSA Management Unit (V#), the work period is between seven and 28 consecutive days long. 6.2 Time Reporting/Time Stamping: Permanent Intermittent (hourly) employees must timestamp in and out as they begin their work shifts, finish their work shifts, and take meal periods. Salaried employees will report time off and time worked for special pays on the electronic timecard. SECTION 7 - SENIORITY, WORKFORCE REDUCTION, LAYOFF & REASSIGNMENT 7.1 Workforce Reduction. In the event that funding reductions or shortfalls in funding occur in a department or are expected, which may result in layoffs, the department will notify the Association and take the following actions: a. Identify the classification(s) in which position reductions may be required due to funding reductions or shortfalls. SECTION 6 - DAYS AND HOURS OF WORK DSA MGMT UNIT - 17 - 2019 – 2023 MOU b. Advise employees in those classifications that position reductions may occur in their classifications. c. Accept voluntary leaves of absence from employees in those classifications which do not appear to be potentially impacted by possible position reductions when such leaves can be accommodated by the department. d. Approve requests for reduction in hours, lateral transfers, and voluntary demotions to vacant, funded positions in classes not scheduled for layoffs within the department, as well as to other departments not experiencing funding reductions or shortfalls when it is a viable operational alternative for the department(s). e. Review various alternatives which will help mitigate the impact of the layoff by working through the Tactical Employment Team program (TET) to: 1. Maintain an employee skills inventory bank to be used as a basis for referrals to other employment opportunities. 2. Determine if there are other positions to which employees may be transferred. 3. Refer interested persons to vacancies which occur in other job classes for which they qualify and can use their layoff eligibility. 4. Establish workshops to aid laid off employees in areas such as resume preparation, alternate career counseling, job search strategy, and interviewing skills. f. When it appears to the Department Head and/or Labor Relations Manager that the Board of Supervisors may take action which will result in the layoff of employees in a representation unit, the Labor Relations Manager shall notify the Association of the possibility of such layoffs and shall meet and confer with the Association regarding the implementation of the action. 7.2 Separation Through Layoff A. Grounds for Layoff. Any employee(s) having permanent status in position(s) in the merit service may be laid off when the position is no longer necessary, or for reasons of economy, lack of work, lack of funds or for such other reason(s) as the Board of Supervisors deems sufficient for abolishing the position(s). B. Order of Layoff. The order of layoff in a department shall be based on inverse seniority in the class of positions, the employee in that department with least seniority being laid off first and so on. C. Layoff By Displacement. SECTION 6 - DAYS AND HOURS OF WORK DSA MGMT UNIT - 18 - 2019 – 2023 MOU 1. In the Same Class. A laid off permanent full time employee may displace an employee in the department having less seniority in the same class who occupies a permanent-intermittent or permanent part-time position, the least senior employee being displaced first. 2. In the Same Level or Lower Class. A laid off or displaced employee who had achieved permanent status in a class at the same or lower salary level as determined by the salary schedule in effect at the time of layoff may displace within the department and in the class of an employee having less seniority; the least senior employee being displaced first, and so on with senior displaced employees displacing junior employees. D. Particular Rules on Displacing. 1. Permanent-intermittent and permanent part-time employees may displace only employees holding permanent positions of the same type respec- tively. 2. A permanent full time employee may displace any intermittent or part-time employee with less seniority 1) in the same class or, 2) in a class of the same or lower salary level if no full time employee in a class at the same or lower salary level has less seniority than the displacing employees. 3. Former permanent full time employees who have voluntarily become permanent part-time employees for the purpose of reducing the impact of a proposed layoff with the written approval of the Director of Human Resources or designee retain their permanent full time employee seniority rights for layoff purposes only and may in a later layoff displace a full time employee with less seniority as provided in these rules. E. Seniority. An employee's seniority within a class for layoff and displacement purposes shall be determined by adding the employee's length of service in the particular class in question to the employee's length of service in other classes at the same or higher salary levels as determined by the salary schedule in effect at the time of layoff. Employees reallocated or transferred without examination from one class to another class having a salary within five percent (5%) of the former class shall carry the seniority accrued in the former class into the new class. Employees reallocated to a new deep class upon its initiation or otherwise reallocated to a deep class because the duties of the position occupied are appropriately described in the deep class shall carry into the deep class the seniority accrued or carried forward in the former class and seniority accrued in other classes which have been included in the deep class. Service for layoff and displacement purposes includes only the employee's last continuous permanent County employment. Periods of separation may not be bridged to extend such service unless the separation is a result of layoff in which case bridging will be authorized if the employee is reemployed in a permanent position within the period of layoff eligibility. SECTION 6 - DAYS AND HOURS OF WORK DSA MGMT UNIT - 19 - 2019 – 2023 MOU Approved leaves of absence as provided for in these rules and regulations shall not constitute a period of separation. In the event of ties in seniority rights in the particular class in question, such ties shall be broken by length of last continuous permanent County employment. If there remain ties in seniority rights, such ties shall be broken by counting total time in the department in permanent employment. Any remaining ties shall be broken by random selection among the employees involved. F. Eligibility for Layoff List. Whenever any person who has permanent status is laid off, has been displaced, has been demoted by displacement or has voluntarily demoted in lieu of layoff or displacement, or has transferred in lieu of layoff or displacement, the person's name shall be placed on the layoff list for the class of positions from which that person has been removed. G. Order of Names on Layoff. First, layoff lists shall contain the names of persons laid off, displaced, or demoted as a result of a layoff or displacement, or who have voluntarily demoted in lieu of layoff or displacement or who have transferred in lieu of layoff or displacement. Names shall be listed in order of layoff seniority in the class from which laid off, displaced, demoted or transferred on the date of layoff, the most senior person listed first. In case of ties in seniority, the seniority rules shall apply except that where there is a class seniority tie between persons laid off from different departments, the tie(s) shall be broken by length of last continuous permanent County employment with remaining ties broken by random selection among the employees involved. H. Duration of Layoff and Reemployment Rights. The name of any person granted reemployment privileges shall continue on the appropriate list for a period of two (2) years. Persons placed on layoff lists shall continue on the appropriate list for a period of two (2) years. I. Certification of Persons From Layoff Lists. Layoff lists contain the name(s) of person(s) laid off, displaced or demoted by displacement or voluntarily demoted in lieu of layoff or who transferred in lieu of layoff or displacement. When a request for personnel is received from the appointing authority of a department from which an eligible(s) was laid off, the appointing authority shall receive and appoint the eligible highest on the layoff list from the department. When a request for personnel is received from a department from which an eligible(s) was not laid off, the appointing authority shall receive and appoint the eligible highest on the layoff list who shall be subject to a probationary period. A person employed from a layoff list shall be appointed at the same step of the salary range the employee held on the day of layoff. J. Removal of Names from Reemployment & Layoff Lists. The Director of Human Resources may remove the name of any eligible from a reemployment or layoff list for any reason listed below: 1. For any cause stipulated in Section 404.1 of the Personnel Management Regulations. SECTION 6 - DAYS AND HOURS OF WORK DSA MGMT UNIT - 20 - 2019 – 2023 MOU 2. On evidence that the eligible cannot be located by postal authorities. 3. On receipt of a statement from the appointing authority or eligible that the eligible declines certification or indicates no further desire for appointment in the class. 4. If three (3) offers of permanent appointment to the class for which the eligible list was established have been declined by the eligible. 5. If the eligible fails to respond to the Director of Human Resources or the appointing authority within ten (10) days to written notice of certification mailed to the person's last known address. 6. If the person on the reemployment or layoff list is appointed to another position in the same or lower classification, the name of the person shall be removed. 7. However, if the first permanent appointment of a person on a layoff list is to a lower class which has a top step salary lower than the top step of the class from which the person was laid off, the name of the person shall not be removed from the layoff list. Any subsequent appointment of such person from the layoff list shall result in removal of that person's name. K. Removal of Names from Reemployment and Layoff Certifications. The Director of Human Resources may remove the name of any eligible from a reemployment or layoff certification if the eligible fails to respond within five (5) days to a written notice of certification mailed to the person's last known address. 7.3 Notice. The County agrees to give employees scheduled for layoff at least ten (10) work days notice prior to their last day of employment. 7.4 Special Employment Lists. The County will establish a TET Employment Pool which will include the names of all laid off County employees. Special employment lists for job classes may be established from the pool. Persons placed on a special employment list must meet the minimum qualifications for the class. An appointment from such a list will not affect the individual's status on a layoff list(s). 7.5 Reassignment of Laid Off Employees. Employees who displaced within the same classification from full time to part-time or intermittent status in a layoff, or who voluntarily reduced their work hours to reduce the impact of layoff, or who accepted a position of another status than that from which they were laid off upon referral from the layoff list, may request reassignment back to their pre-layoff status (full time or part-time or increased hours). The request must be in writing in accord with each department's reassignment bid or selection process. Employees will be advised of the reassignment procedure to be followed to obtain reassignment back to their former status at the time of the workforce reduction. The most senior laid off employee in this status who requests such a reassignment will be selected for the vacancy; except when a more senior laid off individual remains on the layoff list and has not been appointed back to SECTION 8 - HOLIDAYS DSA MGMT UNIT - 21 - 2019 – 2023 MOU the class from which laid off, a referral from the layoff list will be made to fill the vacancy. SECTION 8 - HOLIDAYS 8.1 Holidays Observed. The County will observe the following holidays: A. January 1st, known as New Year's Day Third Monday in January, known as Dr. M. L. King, Jr. Day Third Monday in February, known as President's Day The last Monday in May, known as Memorial Day July 4th, known as Independence Day First Monday in September, known as Labor Day November 11th, known as Veterans Day Fourth Thursday in November, known as Thanksgiving Day Friday after Thanksgiving Day December 25th, known as Christmas Day Such other days as the Board of Supervisors may by resolution designate as holidays. Any holiday observed by the County that falls on a Saturday is observed on the preceding Friday and any holiday that falls on a Sunday is observed on the following Monday. For employees who work in twenty-four (24) hour facilities and are assigned to rotating shifts, any holiday that falls on a Saturday will be observed on a Saturday, and any holiday that falls on a Sunday will be observed on a Sunday. B. Each full-time employee will accrue two (2) hours of personal holiday credit per month. Such personal holiday time may be taken in one (1) minute increments, and preference of personal holidays will be given to employees according to their seniority in their department as reasonably as possible. No employee may accrue more than forty (40) hours of personal holiday credit. On separation from County service, an employee will be paid for any unused personal holiday credits at the employee’s then current pay rate. 8.2 Holiday is NOT Worked and Holiday Falls on Scheduled Work Day A. Holiday Observed – Full-time Employees: Full-time employees are entitled to observe a holiday (eight (8) hours off), without a reduction in pay, whenever a holiday is observed by the County. B. Holiday Observed in Excess of Eight (8) hours – Full-time Employees: When a holiday falls on a full-time employee’s scheduled workday, the employee is entitled to only eight (8) hours off without a reduction in pay. If the workday is a nine (9) hour day, the employee must use one (1) hour of non-sick leave SECTION 8 - HOLIDAYS DSA MGMT UNIT - 22 - 2019 – 2023 MOU accruals. If the workday is a ten (10) hour day, the employee must use two (2) hours of non-sick leave accruals. If the workday is a twelve (12) hour day, the employee must use four (4) hours of non-sick leave accruals. If the employee does not have any non-sick leave accrual balances, leave without pay (AWOP) will be authorized. C. Holiday Observed- Part-time Employees: Whenever a holiday is observed by the County, a part-time employee is entitled to observe the holiday (hours off) in the same ratio as his/her number of position hours bears to forty (40) hours, multiplied by eight (8) hours, without a reduction in pay. For example, a part- time employee whose position hours are 24 hours per week is entitled to 4.8 hours off work on a holiday (24/40 multiplied by 8 = 4.8). Hereinafter, the number hours produced by this calculation will be referred to as the “part-time employee’s holiday hours.” D. Holiday Observed in Excess of Eight (8) hours - Part-time Employees: When a holiday falls on a part-time employee’s scheduled workday, the employee is entitled to only the “part-time employee’s holiday hours” off without a reduction in pay. For example, if the workday is a six (6) hour day and the employee is a 24/40 hour employee entitled to 4.8 hours off without a reduction of pay in recognition of the holiday, the employee must use 1.2 hours of non-sick leave accruals. If the employee does not have any non-sick leave accrual balances, leave without pay (AWOP) will be authorized. 8.3 Holiday is NOT Worked and Holiday Falls on Scheduled Day Off A. Full-Time Employee: When a holiday is observed by the County on the scheduled day off of a full-time employee, the employee is entitled to take eight (8) hours off, without a reduction in pay, in recognition of the holiday. 1. Employee Works on his/her Next Scheduled Work Day Following the Holiday: When a full time employee works on his/her next scheduled work day following the holiday, the employee is entitled to receive his/her regular salary. 2. Employee does NOT work on his/her Next Scheduled Work Day Following the Holiday: When a full time employee does NOT work on his/her next scheduled work day following the holiday, the employee is entitled to the day off, without a reduction in pay, in recognition of his/her regularly scheduled day off. 3. The County retains the right to decide whether an employee will work or not work on the next scheduled work day following a holiday. B. Part-Time Employee: When a holiday is observed by the County on the scheduled day off of a part-time employee, in recognition of the holiday the SECTION 9 - VACATION LEAVE DSA MGMT UNIT - 23 - 2019 – 2023 MOU employee is entitled to take the amount of “part-time employee’s holiday hours” off without a reduction in pay. 1. Employee Works on his/her Next Scheduled Work Day Following the Holiday: When a part-time employee works on his/her next scheduled work day following the holiday, the employee is entitled to receive his/her regular salary. 2. Employee does NOT work on his/her Next Scheduled Work Day Following the Holiday: When a part-time employee does NOT work on his/her next scheduled work day following the holiday, the employee is entitled to take the amount of “part-time employee’s holiday hours” off without a reduction in pay in recognition of his/her regularly scheduled day off. 3. The County retains the right to decide whether an employee will work or not work on the next scheduled work day following a holiday. SECTION 9 - VACATION LEAVE 9.1 Vacation Allowance. Employees in permanent positions are entitled to vacation with pay. Accrual is based upon straight time hours of working time per calendar month of service and begins on the date of appointment to a permanent position. Increased accruals begin on the first of the month following the month in which the employee qualifies. Accrual for portions of a month shall be in minimum amounts of one (1) hour calculated on the same basis as for partial month compensation pursuant to Section 5.5 of this MOU. Vacation credits may be taken in one (1) minute increments and may not be rounded. Vacation may not be taken during the first six (6) months of employment (not necessarily synonymous with probationary status) except where sick leave has been exhausted; and none shall be allowed in excess of actual accrual at the time vacation is taken. 9.2 Vacation Accrual Rates. All employees shall accrue vacation credit as follows: Monthly Maximum Accrual Cumulative Length of Service Hours Hours Under 11 years 10 240 11 years 10-2/3 256 12 years 11-1/3 272 13 years 12 288 14 years 12-2/3 304 15 through 19 years 13-1/3 320 20 through 24 years 16-2/3 400 25 through 29 years 20 480 30 years and up 23-1/3 560 SECTION 9 - VACATION LEAVE DSA MGMT UNIT - 24 - 2019 – 2023 MOU 9.3 Accrual During Leave Without Pay. No employee who has been granted a leave without pay shall accrue any vacation credit during the time of such leave, nor shall an employee who is absent without pay accrue vacation credit during the absence. Exception: Employees on unpaid military leave shall accrue vacation credits. 9.4 Vacation Allowance for Separated Employees. On separation from County service, an employee shall be paid for any unused vacation credits at the employee's then current pay rate. 9.5 Pro-rated Accruals. Employees in permanent part-time and permanent- intermittent positions shall accrue vacation benefits on a prorated basis as provided in Resolution 81/1165, Section 32-2.006. 9.6 Vacation Leave on Reemployment From a Layoff List. Employees with six months or more service in a permanent position prior to their layoff who are employed from a layoff list, shall be considered as having completed six months tenure in a permanent position for the purpose of vacation leave. The appointing authority or designee will advise the Auditor-Controller's Payroll Unit in each case where such vacation is authorized so that appropriate payroll system override actions can be taken. SECTION 10 - SICK LEAVE 10.1 Purpose. The purpose of paid sick leave is to insure employees against loss of pay for temporary absences from work due to illness or injury. Sick leave may be used only as authorized; it is not paid time off which employees may use for personal activities. 10.2 Accrual. Sick leave credits accrue at the rate of eight (8) working hours credit for each completed month of service. Employees who work a portion of a month are entitled to a pro rata share of the monthly sick leave credit computed on the same basis as is partial month compensation. Credits to and charges against sick leave are made in minimum amounts of one (1) minute increments and may not be rounded. Unused sick leave credits accumulate from year to year. When an employee is separated, other than through retirement, accumulated sick leave credits shall be cancelled, unless the separation results from layoff in which case the accumulated credits shall be restored if the employee is reemployed in a permanent position within the period of his layoff eligibility. Upon retirement, an employee's accumulated sick leave shall be converted to retirement time on the basis of one (1) day of retirement service credit for each day of accumulated sick leave credit. Accumulated paid sick leave credits may be used, subject to appointing authority approval, by an employee in pay status, but only in the following instances: SECTION 9 - VACATION LEAVE DSA MGMT UNIT - 25 - 2019 – 2023 MOU a. An employee may use paid sick leave credits when the employee is off work because of a temporary illness or injury. b. Sick leave may be used by permanently disabled employees until all accruals of the employee have been exhausted or until the employee is retired by the Retirement Board subject to the conditions listed below. For the purposes of this Section 10, permanent disability shall mean the employee suffers from a disabling physical injury or illness and is thereby prevented from engaging in any County occupation for which he or she is qualified by reason of education, training or experience. Sick leave credits may be used under this provision only when the following requirements are met: 1. An application for retirement due to disability has been filed with the Retirement Board; and 2. Satisfactory medical evidence of such disability is received by the appointing authority within thirty (30) days of the start of use of sick leave for permanent disability. The appointing authority may review medical evidence and order further examination as he deems necessary, and may terminate use of sick leave when such further examination demonstrates that the employee is not disabled, or when the appointing authority determines that the medical evidence submitted by the employee is insufficient, or where the above conditions have not been met. c. Communicable Disease. An employee may use paid sick leave credits while under a physician's orders to remain secluded due to exposure to a communicable disease. d. Sick Leave Utilization for Pregnancy Disability. Every female employee shall be entitled to at least four (4) months leave of absence on account of pregnancy disability and to use available sick leave or vacation pay entitlements during such leave. 1. Application for such leave must be made by the employee to the appointing authority accompanied by a written statement of disability from the employee's attending physician. The statement must address itself to the employee's general physical condition having considered the nature of the work performed by the employee, and it must indicate the date of the commencement of the disability as well as the date the physician anticipates the disability to terminate. The appointing authority retains the right to medical review of all requests for such leave. 2. If a female employee does not apply for sick leave and the appointing authority believes that the employee is not able to properly perform her work or that her general health is impaired due to disability caused or contributed to by pregnancy, miscarriage, abortion, childbirth or recovery therefrom, the employee shall be required to undergo a physical examination by a physician selected by the County, and the cost of such examination shall be borne by the County. Should the medical report so SECTION 9 - VACATION LEAVE DSA MGMT UNIT - 26 - 2019 – 2023 MOU recommend, a mandatory leave shall be imposed upon the employee for the duration of the disability. 3. If all accrued sick leave has been utilized by the employee, the employee shall be considered on leave without pay. e. Medical & Dental Appointments. An employee may use paid sick leave credits for medical and dental appointments as follows: 1. For working time used in keeping medical and dental appointments for the employee's own care; and 2. For working time (not over forty (40) hours in each fiscal year) used by an employee for pre-scheduled medical and dental appointments for an immediate family member living in the employee's home and for children and parents who may reside outside of the employee's home. Such use of sick leave credits shall be accounted for by the department on a fiscal year basis. Any balance of the forty (40) hours remaining at the end of the fiscal year shall not be carried over to the next year; departments shall notify the employee if the maximum allowance is reached. Authorization to use sick leave for this purpose is contingent on availability of accumulated sick leave credits; it is not an additional allotment of sick leave which employees may charge. f. Emergency Care of Family. An employee may use paid sick leave for working time used in cases of illness, or injury to, an immediate family member living in the employee's home, or for children and parents who may reside outside of the employee's home. g. Death of Family Member. An employee may use said sick leave credits for absence from work because of a death in the employee's immediate family, but this shall not exceed three (3) working days plus up to two (2) days of work time for necessary travel. h. Definition of Immediate Family. For the purposes of this Section 10 the immediate family shall be restricted to the spouse, son, stepson, daughter, stepdaughter, father, stepfather, mother, stepmother, brother, sister, grandparent, grandchild, aunt, uncle, father-in-law, mother-in-law, son-in-law, daughter-in-law, brother-in-law, sister-in-law or domestic partner of an employee. i. Baby/Child Bonding. To bond with the employee’s newborn or placement of a child in an employee’s family or adoption or foster care, an employee eligible for baby/child bonding leave pursuant to the Family and Medical Leave Act (FMLA) and California Family Rights Act (CFRA) may use sick leave credits for such baby/child bonding leave. 10.3 Administration of Sick Leave. Accumulated paid sick leave credits may not be used in the following situations: SECTION 9 - VACATION LEAVE DSA MGMT UNIT - 27 - 2019 – 2023 MOU a. Self-inflicted Injury. For time off from work for an employee's illness or injury caused by his or her willful misconduct. b. Vacation. For an employee's illness or injury while the employee is on vacation except when extenuating circumstances exist and the appointing authority approves. c. Not in Pay Status. When the employee would otherwise be eligible to use paid sick leave credits but is not in a pay status. The proper administration of sick leave is a responsibility of the employee and the department head. Employees are responsible for notifying their respective division of an absence as early as possible prior to the commencement of their work shift and in accordance with divisional operational requirements. Notification shall include the reason and possible duration of the absence. Employees are responsible for keeping their department informed of their continuing condition and probable date of return to work. Employees are responsible for obtaining advance approval from their appointing authority or designee for the schedule time of prearranged personal or family medical and dental appointments. The use of sick leave may be denied if these procedures are not followed. Abuse of sick leave on the part of the employee is cause for disciplinary action. To ascertain the propriety of claims against sick leave, the department head may make such investigations as he deems necessary including medical verification of illness. 10.4 Disability. A. An employee physically or mentally incapacitated for the performance of duty is subject to dismissal, suspension or demotion, subject to the County Employees Retirement Law of l937. An appointing authority after giving notice may place an employee on leave if the appointing authority has filed an application for disability retirement for the employee, or whom the appointing authority believes to be temporarily or permanently physically or mentally incapacitated for the performance of the employees’ duties. B. An appointing authority who has reasonable cause to believe that there are physical or mental health conditions present in an employee which endanger the health or safety of the employee, other employees, or the public, or which impair the employee's performance of duty, may order the employee to undergo at County expense and on the employee's paid time, a physical, medical and/or psychiatric examination by a licensed physician or psychologist and receive a report of the findings on such examination. If the examining physician or psychologist recommends that treatment for physical or mental health problems, including leave, are in the best interests of the employee or the County in relation to the employee overcoming any disability and/or performing his or her duties the appointing authority may direct the employee to take such leave and/or undergo such treatment. SECTION 9 - VACATION LEAVE DSA MGMT UNIT - 28 - 2019 – 2023 MOU C. Leave due to temporary or permanent disability shall be without prejudice to the employee's right to use sick leave, vacation, or any other benefit to which the employee is entitled other than regular salary. The Director of Human Resources may order lost pay restored for good cause and subject to the employee's duty to mitigate damages. D. Before an employee returns to work from any absence for illness or injury, other leave of absence or disability leave, exceeding two (2) weeks in duration, the appointing authority may order the employee to undergo at County expense a physical, medical, and/or psychiatric examination by a licensed physician or psychologist, and may consider a report of the findings on such examination. If the report shows that such employee is physically or mentally incapacitated for the performance of duty, the appointing authority may take such action as he deems necessary in accordance with appropriate provisions of this MOU. E. Before an employee is placed on an unpaid leave of absence or suspended because of physical or mental incapacity under (A) or (B) above, the employee shall be given notice of the proposed leave of absence or suspension by letter or memorandum, delivered personally or by certified mail, containing the following: 1. a statement of the leave of absence or suspension proposed; 2. the proposed dates or duration of the leave or suspension which may be indeterminate until a certain physical or mental health condition has been attained by the employee; 3. a statement of the basis upon which the action is being taken; 4. a statement that the employee may review the materials upon which the action is taken; 5. a statement that the employee has until a specified date (not less than seven (7) work days from personal delivery or mailing of the notice) to respond to the appointing authority orally or in writing. F. Pending response to the notice the appointing authority for cause specified in writing may place the employee on a temporary leave of absence, with pay. G. The employee to whom the notice has been delivered or mailed shall have seven (7) work days to respond to the appointing authority either orally or in writing before the proposed action may be taken. H. After having complied with the notice requirements above, the appointing authority may order the leave of absence or suspension in writing stating specifically the basis upon which the action is being taken, delivering the order to the employee either personally or by certified mail, effective either upon personal delivery or deposit in the U.S. Postal Service. SECTION 9 - VACATION LEAVE DSA MGMT UNIT - 29 - 2019 – 2023 MOU I. An employee who is placed on leave or suspended under this section may, within ten (10) calendar days after personal delivery or mailing to the employee of the order, appeal the order in writing through the Director of Human Resources to the Merit Board. Alternatively, the employee may file a written election with the Director of Human Resources waiving the employee's right to appeal to the Merit Board in favor of appeal to a Disability Review Arbitrator. J. In the event of an appeal either to the Merit Board or the Disability Review Arbitrator, the employee has the burden of proof to show that either: 1. the physical or mental health condition cited by the appointing authority does not exist, or 2. the physical or mental health condition does exist, but it is not sufficient to prevent, preclude, or impair the employee's performance of duty, or is not sufficient to endanger the health or safety of the employee, other employees, or the public. K. If the appeal is to the Merit Board, the order and appeal shall be transmitted by the Director of Human Resources to the Merit Board for hearing under the Merit Board's Procedures, Section 1114-1128 inclusive. Medical reports submitted in evidence in such hearings shall remain confidential information and shall not be a part of the public record. L. If the appeal is to a Disability Review Arbitrator, the employee (and his representative) will meet with the County's representative to mutually select the Disability Review Arbitrator, who may be a de facto arbitrator, or a physician, or a rehabilitation specialist, or some other recognized specialist mutually selected by the parties. The arbitrator shall hear and review the evidence. The decision of the Disability Review Arbitrator shall be binding on both the County and the employee. The scope of the Arbitrator's review shall be restricted as follows: 1. Scope of the Arbitrator's Review. a. The arbitrator may affirm, modify or revoke the leave of absence or suspension. b. The arbitrator may make his decision based only on evidence submitted by the County and the employee. c. The arbitrator may order back pay or paid sick leave credits for any period of leave of absence or suspension if the leave or suspension is found not to be sustainable, subject to the employee's duty to mitigate damages. d. The arbitrator's fees and expenses shall be paid one-half by the County and one-half by the employee or employee's Association. SECTION 9 - VACATION LEAVE DSA MGMT UNIT - 30 - 2019 – 2023 MOU 10.5 Workers' Compensation. A. State Labor Code 4850 Pay. Law enforcement officers as defined in State Labor Code 4850 who are members of the Contra Costa County Retirement System continue to receive full salary benefits in lieu of temporary disability during any absence from work which qualifies for Workers' Compensation benefits. Currently, the maximum 4850 pay is one (1) year for any injury or illness. To be eligible for this benefit the employee must be under the care of a physician. All 4850 pay shall be approved by the County Administrator's Office, Risk Management Division. B. Sick Leave and Vacation. Sick leave and vacation shall accrue in accordance with the provision of State Labor Code 4850. C. 4850 Pay Beyond One Year. If an injured employee remains eligible for Workers' Compensation temporary disability benefits beyond one (1) year, full salary will continue by integrating sick leave and/or vacation accruals with Workers' Compensation benefits (use of vacation accruals must be approved by the department and the employee). If salary integration is no longer available because accruals are exhausted, Workers' Compensation benefits will be paid directly to the employee as prescribed by Workers' Compensation laws. D. Rehabilitation Integration. An injured employee who is eligible for Workers' Compensation rehabilitation temporary disability benefits and who has exhausted 4850 pay eligibility will continue to receive full salary by integrating sick leave and/or vacation accruals with Workers' Compensation rehabilitation temporary disability benefits. When these accruals are exhausted, the rehabilitation temporary disability benefits will be paid directly to the employee as prescribed by Workers' Compensation laws. E. Health Insurance. The County contribution to the employee's group insurance plan(s) continues during the 4850 pay period and during integration of sick leave or vacation with Workers' Compensation benefits. F. Integration Formula. An employee's sick leave and/or vacation charges shall be calculated as follows: C = 8 [1 - (W : S)] C = Sick leave or vacation charge/day (in hrs.) W = Statutory Workers' Compensation per mo. S = Monthly salary 10.6 Workers' Compensation & Continuing Pay for Non-Sworn Employees. A. Waiting Period. 1. Employees who leave work as a result of an on the job injury will have the balance of that day charged to sick leave and/or vacation accruals. This SECTION 9 - VACATION LEAVE DSA MGMT UNIT - 31 - 2019 – 2023 MOU will be considered as the last day worked for purposes of determining Workers’ Compensation benefits. 2. There is a three (3) calendar day waiting period before Workers’ Compensation benefits commence. If the injured worker loses any time on the day of injury, that day counts as day one (1) of the waiting period. If the injured worker does not lose time on the day of injury, the waiting period will be the first three (3) calendar days the employee does not work as a result of the injury. The time the employee is scheduled to work during this waiting period will be charged to the employee’s sick leave and/or vacation accruals. In order to qualify for Workers’ Compensation the employee must be under the care of a physician. Temporary compensation is payable on the first three (3) days of disability when the injury necessitates hospitalization, or when the disability exceeds fourteen (14) days. B. Continuing Pay. 1. A permanent employee shall receive 70% of regular monthly salary during any period of compensable temporary disability absence not to exceed one year. "Compensable temporary disability absence" for the purpose of this Section, is any absence due to work connected disability which qualifies for temporary disability compensation under Workers' Compensation Law set forth in Division 4 of the California Labor Code. When any disability becomes medically permanent and stationary, the salary provided by this Section shall terminate. The employee shall return to the County all temporary disability payments received by him from any County funded Workers’ Compensation or other County wage replacement program. No charge shall be made against sick leave or vacation for these salary payments. Sick leave and vacation rights shall not accrue for those periods during which continuing pay is received. The maximum period of continuing pay for any one injury or illness shall be up to one (1) year from the date of temporary disability. If Workers' Compensation becomes taxable, the County agrees to restore the benefit to 100% of monthly salary. 2. Continuing pay begins at the same time that temporary Workers' Compensation starts and continues until the temporary disability ends, or until one (1) year from the date of temporary disability payments, whichever comes first, provided the employee remains in an active employed status. Continuing pay is automatically terminated on the date an employee is separated from County service by resignation, retirement, layoff, suspension or any other action that determines the employee is no longer employed by the County. In these instances, employee will be paid Workers' Compensation benefits as prescribed by Workers' Compensation laws. All continuing pay will be cleared through the County Administrator's Office, Risk Management Division. SECTION 11 - LEAVE OF ABSENCE DSA MGMT UNIT - 32 - 2019 – 2023 MOU C. Whenever an employee who has been injured on the job and has returned to work is required by an attending physician to leave work for treatment during working hours the employee shall be allowed time off up to three (3) hours for such treatment without loss of pay or benefits. Said visits are to be scheduled contiguous to either the beginning or end of the scheduled work day whenever possible. This provision applies only to injuries/illnesses that have been accepted by the County as a job connected injury. D. Full Pay Beyond One Year. If an injured employee remains eligible for temporary disability beyond one (1) year, the employee's applicable salary will continue by integrating sick leave and/or vacation accruals with Workers' Compensation benefits. If salary integration is no longer available, Workers' Compensation benefits will be paid directly to the employee as prescribed by Workers' Compensation laws. E. Rehabilitation Integration. An injured employee who is eligible for Workers' Compensation Rehabilitation Temporary Disability benefits and whose disability is medically permanent and stationary will continue to receive his/her applicable salary by integrating sick leave and/or vacation accruals with Workers' Compensation Rehabilitation Temporary Disability benefits until those accruals are exhausted. Thereafter, the Rehabilitation Temporary Disability benefits will be paid directly to the employee. F. Health Insurance. The County contribution to the employee's group insurance plan(s) continues during the continuing pay period and during integration of sick leave or vacation with Workers' Compensation benefits. G. Method of Integration. An employee's sick leave and/or vacation charges shall be calculated as follows: C = 8 [1 - (W ÷ S)] C = Sick leave or vacation charge per day (in hours) W = Statutory Workers' Compensation for a month S = Monthly salary 10.7 Accrual During Leave Without Pay. No employee who has been granted a leave without pay or an unpaid military leave shall accrue any sick leave credits during the time of such leave nor shall an employee who is absent without pay accrue sick leave credits during the absence. SECTION 11 - LEAVE OF ABSENCE 11.1 Leave Without Pay. Any employee who has permanent status in the classified service may be granted a leave of absence without pay upon written request, approved by the appointing authority; provided, however, that leaves under the Pregnancy Disability Leave Act, Family and Medical Leave Act (FMLA), and California Family Rights Act (CFRA) shall be granted in accordance with applicable state and federal law. SECTION 11 - LEAVE OF ABSENCE DSA MGMT UNIT - 33 - 2019 – 2023 MOU 11.2 General Administration - Leaves of Absence. Requests for leave without pay shall be made in writing and shall state specifically the reason for the request, the date when it is desired to begin the leave and the probable date of return. A. Leave without pay may be granted for any of the following reasons: 1. Employee’s own illness, disability, or serious health condition; 2. pregnancy or pregnancy disability; 3. family care for family members as defined in Section 11.3.A; 4. to take a course of study such as will increase the employee's usefulness on return to the position; 5. for other reasons or circumstances acceptable to the appointing authority. B. An employee should request a leave of absence at least thirty (30) days before the leave is to begin if the need for the leave is foreseeable. If the need is not foreseeable, the employee must provide written notice to the employer of the need for family care leave as soon as possible and practical. C. An appointing authority may extend such leave for additional periods. The procedure in granting extensions shall be the same as that in granting the original leave, provided that the request for extension must be made not later than thirty (30) calendar days before the expiration of the original leave. 11.3 Family and Medical Leave Act (FMLA) and/or California Family Rights Act (CFRA) A. Definitions. For Family and Medical Leave Act (FMLA) and/or California Family Rights Act (CFRA) leaves of absence under Section 11, the following definitions apply: 1. Child: A biological, adopted, or foster child, stepchild, legal ward, conservatee, or a child who is under eighteen (18) years of age for whom an employee stands in loco parentis or for whom the employee is the guardian or conservator, or an adult dependent child of the employee. 2. Parent: A biological, foster, or adoptive parent, a stepparent, legal guardian, conservator, or other person standing in loco parentis to a child. 3. Spouse: A partner in marriage as defined in Family Code Section 300. 4. Domestic Partner: As defined in Family Code Section 297. 5. Serious Health Condition: An illness, injury, impairment, or physical or mental condition which involves either inpatient care in a hospital, hospice or residential health care facility or continuing treatment or continuing SECTION 11 - LEAVE OF ABSENCE DSA MGMT UNIT - 34 - 2019 – 2023 MOU supervision by a health care provider (e.g. physician or surgeon) and which, for family care leave only, warrants the participation of a family member to provide care during a period of treatment or supervision, as defined by state and federal law. 6. Certification for Family and Medical Leave Act (FMLA)/California Family Rights Act (CFRA): A written communication to the employer from a health care provider of an employee with a serious health condition or illness or from a health care provider of a person for whose care the leave is being taken which need not identify the serious health condition involved, but shall contain: a. the date, if known, on which the serious health condition commenced; b. the probable duration of the condition; c. for family care, an estimate of the frequency and duration of the leave required to render care or supervision for the family member; d. for an employee’s serious health condition, a statement whether the employee is able to work, or is unable to perform one or more of the essential functions of his/her position; e. if for intermittent leave or a reduced work schedule leave, the certification should indicate the intermittent leave or reduced work schedule needed for the employee’s serious health condition or for the care of the employee’s family member and its expected duration. 7. Comparable Positions: A position with the same or similar duties and pay which can be performed at the same or similar geographic location as the position held prior to the leave. Ordinarily, the job assignment will be the same duties in the same program area located in the same city, although specific clients, caseload, co-workers, supervisor(s), or other staffing may have changed during an employee's leave. B. Section 11.2 notwithstanding, any employee who has permanent status, been employed by the County for at least twelve (12) months and who has worked at least 1250 hours in the twelve (12) months immediately preceding the start of leave shall be granted upon request to the appointing authority, a leave of absence due to the employee’s serious health condition or for Family and Medical Leave Act (FMLA) and California Family Rights Act (CFRA) for up to twelve (12) weeks during a rolling twelve (12) month period (measured backward from the date an employee uses any FMLA leave) in accordance with the following provisions: Example: An employee takes time away from work due to the birth of their child in May. The leave period lasts twelve (12) weeks. In November, they are SECTION 11 - LEAVE OF ABSENCE DSA MGMT UNIT - 35 - 2019 – 2023 MOU scheduled for surgery. Their leave request in November cannot be counted towards FMLA because they have already utilized their twelve (12) week entitlement during their leave in May. 1. medical leave of absence for the employee's own serious health condition which makes the employee unable to perform the functions of the employee's position; or 2. FMLA/CFRA leave of absence without pay for reason of the birth of a child of the employee, the placement of a child with an employee in connection with the adoption or foster care of the child by the employee, or the serious illness or health condition of a child, parent, spouse, or domestic partner of the employee. The employee may be asked to provide certification of the need for FMLA/CFRA. Additional period(s) of family care or medical leave may be granted by the appointing authority. C. Intermittent Use of Leave. The twelve (12) week entitlement may be in broken periods, intermittently on a regular or irregular basis, or may include reduced work schedules depending on the specific circumstances and situations surrounding the request for leave. The twelve (12) weeks may include use of appropriate available paid leave accruals when accruals are used to maintain pay status, but use of such accruals is not required beyond that specified in Section 11.6.B below. When paid leave accruals are used for FMLA/CFRA leave, such time shall be counted as a part of the twelve (12) week entitlement. D. Use for Parents. In the situation where both parents are employed by the County, the FMLA/CFRA entitlement based on the birth, adoption or foster care of a child is twelve (12) weeks each during a “rolling” twelve (12) month period measured backward from the date the employee uses his/her FMLA/CFRA leave. 11.4 Pregnancy Disability Leave. Insofar as pregnancy disability leave is used under Section 10.2.D - Sick Leave Utilization for Pregnancy Disability, that time will not be considered a part of the twelve (12) week California Family Rights Act (CFRA) leave. 11.5 Group Health Plan Coverage. A. During Leave of Absence. Employees who were members of one of the group health plans prior to commencement of their leave of absence can maintain their health plan coverage with the County contribution by maintaining their employment in pay status as described in Section 11.6. In order to maintain such coverage, employees are required to pay timely the full employee contribution to maintain their group health plan coverage, either through payroll deduction or by paying the County directly. SECTION 11 - LEAVE OF ABSENCE DSA MGMT UNIT - 36 - 2019 – 2023 MOU B. During Family Medical Leave Act (FMLA)/California Family Rights Act (CFRA) Leave. During the twelve (12) weeks of an approved FMLA/CFRA leave under Section 11.3 above, the County will continue its contribution for such health plan coverage even if accruals are not available for use to maintain pay status as required under Section 11.6. In order to maintain such coverage, employees are required to pay timely the full employee contribution to maintain their group health plan coverage, either through payroll deduction or by paying the County directly. 11.6 Leave Without Pay - Use of Accruals. A. All Leaves of Absence. During the first twelve (12) month period of any leave of absence without pay, an employee may elect to maintain pay status each month by using at least 0.1 hour of available sick leave (if so entitled under Section 10 - Sick Leave), vacation, floating holiday, compensatory time off or other accruals or entitlements; in other words, during the first twelve (12) months, a leave of absence without pay may be broken into segments and accruals used on a monthly basis at the employee's discretion. After the first twelve (12) months, the leave period may not be broken into segments and accruals may not be used, except when required by SDI/Sick Leave Integration. B. Family and Medical Leave Act (FMLA)/California Family Rights Act (CFRA). During the twelve (12) weeks of an approved FMLA/CFRA leave, if a portion of that leave will be on a leave of absence without pay, the employee will be required to use at least 0.1 hour of sick leave (if so entitled under Section 10 - Sick Leave), vacation, floating holiday, compensatory time off or other accruals or entitlements if such are available, although use of additional accruals is permitted under subsection A above. C. Sick leave accruals may not be used during any leave of absence, except as allowed under Section 10 - Sick Leave. 11.7 Military Leave. Any employee who is required to serve as a member of the State Militia or the United States Army, Navy, Air Force, Marine Corps, Coast Guard or any division thereof shall be granted a military leave for the period of such service, up to a maximum of five (5) years as permitted by the federal Uniformed Services Employment & Reemployment Rights Act (USERRA), plus ninety (90) days. An employee who volunteers for such service shall be granted a leave of absence if necessary in accordance with applicable state or federal laws. Upon the termination of such service or upon honorable discharge, the employee shall be entitled to return to his/her position in the classified service without any loss of standing of any kind whatsoever provided such position still exists, the employee is otherwise qualified, and the employee’s cumulative military service does not exceed five (5) years for reemployment purposes as defined in USERRA. An employee who has been granted a military leave shall not, by reason of such absence, suffer any loss of vacation, holiday, or sick leave privileges which may be accrued at the time of such leave, nor shall the employee be prejudiced thereby with reference to salary adjustments or continuation of employment. For purposes of SECTION 11 - LEAVE OF ABSENCE DSA MGMT UNIT - 37 - 2019 – 2023 MOU determining eligibility for salary adjustments or seniority in case of layoff or promotional examination, time on military leave shall be considered as time in County service. Any employee who has been granted a military leave, may upon return, be required to furnish such evidence of performance of military service or of honorable discharge as the Director of Human Resources may deem necessary. 11.8 Return From Leave of Absence. A. Early Return. Whenever an employee who has been granted a leave without pay desires to return before the expiration of such leave, the employee shall submit a request to the appointing authority in writing at least fifteen (15) days in advance of the proposed early return provided, however, that less notification may be approved at the discretion of the appointing authority or his/her designee. Early return is subject to prior approval by the appointing authority. The Human Resources Department shall be notified promptly of such return. B. Leave of Absence Reinstatement. Any permanent employee who requests reinstatement to the classification held by the employee in the same department at the time the employee was granted a leave of absence, shall be reinstated to a position in that classification and department and then only on the basis of seniority. C. Leave of Absence Replacement. In case of severance from service or displacement by reason of the reinstatement of a permanent employee returning from a leave of absence, the provisions of Section 7 - Seniority, Workforce Reduction, Layoff, & Reassignment shall apply. D. Reinstatement From Family Medical Leave Act (FMLA)/California Family Rights Act (CFRA) Leave of Absence. In the case of a family care or medical leave, an employee on a 5/40 schedule shall be reinstated to the same or comparable position if the return to work is after no more than sixty (60) work days of leave from the initial date of a continuous leave, including use of accruals, or within the equivalent on an alternate work schedule. A full time employee taking an intermittent or reduced work schedule leave shall be reinstated to the same or comparable position if the return to work on a full schedule is after no more than 480 hours, including use of accruals, of intermittent or reduced work schedule leave. At the time the original leave is approved, the appointing authority shall notify the employee in writing of the final date to return to work, or the maximum number of hours of leave, in order to guarantee reinstatement to the same or comparable position. An employee on a schedule other than 5/40 shall have the time frame for reinstatement to the same or comparable position adjusted on a pro rata basis. 11.9 Appeal of Denial. The decision of the appointing authority on granting or denying leave or early return from leave shall be subject to appeal to the Director of Human Resources and not subject to appeal through the grievance procedure set forth in this MOU. SECTION 12 - JURY DUTY AND WITNESS DUTY DSA MGMT UNIT - 38 - 2019 – 2023 MOU 11.10 Salary Review While on Leave of Absence. The salary of an employee who is on leave of absence from a County position on any anniversary date and who has not been absent from the position on leave without pay more than six (6) months during the preceding year shall receive salary increments that may accrue to them during the period of military leave. 11.11 Unauthorized Absence. An unauthorized absence from the work site or failure to report for duty after a leave request has been disapproved, revoked, or canceled by the appointing authority, or at the expiration of a leave shall be without pay. Such absence may also be grounds for disciplinary action. SECTION 12 - JURY DUTY AND WITNESS DUTY 12.1 Jury Duty. For purposes of this Section, jury duty shall be defined as any time an employee is obligated to report to the court. When called for jury duty, County employees, like other citizens, are expected to discharge their jury duty responsibilities. Employees shall advise their department as soon as possible if scheduled to appear for jury duty. If summoned for jury duty in a Municipal, Superior, or Federal Court, or a Coroners jury, employees may remain in their regular County pay status, or they may take paid leave (vacation, floating holiday, etc.) or leave without pay and retain all fees and expenses paid to them. When an employee is summoned for jury duty selection or is selected as a juror in a Municipal, Superior or Federal Court, employees may remain in a regular pay status if they waive all fees (other than mileage), regardless of shift assignment and the following shall apply: a. If an employee elects to remain in a regular pay status and waive or surrender all fees (other than mileage), the employee shall obtain from the Clerk or Jury Commissioner a certificate indicating the days attended and noting that fees other than mileage are waived or surrendered. The employee shall furnish the certificate to his department where it will be retained as a department record. No Absence/Overtime Record is required. b. An employee who elects to retain all fees must take leave (vacation, floating holiday, etc.) or leave without pay. No court certificate is required but an Absence/Overtime Record must be submitted to the department payroll clerk. Employees are not permitted to engage in any employment regardless of shift assignment or occupation before or after daily jury service that would affect their ability to properly serve as jurors. SECTION 13 - MEDICAL, DENTAL AND LIFE INSURANCE DSA MGMT UNIT - 39 - 2019 – 2023 MOU An employee on short notice standby to report to court, whose job duties make short notice response impossible or impractical, shall be given alternate work assignments for those days to enable them to respond to the court on short notice. When an employee is required to serve on jury duty, the County will adjust that employee's work schedule to coincide with a Monday to Friday schedule for the remainder of their service, unless the employee requests otherwise. Participants in 9/80 or 4/10 work schedules will not receive overtime or compensatory time credit for jury duty on their scheduled days off. Permanent-intermittent employees are entitled to paid jury duty leave only for those days on which they were previously scheduled to work. 12.2 Witness Duty. Employees called upon as a witness or an expert witness in a case arising in the course of their work or the work of another department may remain in their regular pay status and turn over to the County all fees and expenses paid to them other than mileage allowance or they may take vacation leave or leave without pay and retain all fees and expenses. Employees called to serve as witnesses in private cases or personal matters (e.g., accident suits and family relations) shall take vacation leave or leave without pay and retain all witness fees paid to them. Retention or waiver of fees shall be governed by the same provisions as apply to jury duty as set forth in Section 16.1 above. Employees shall advise their department as soon as possible if scheduled to appear for witness duty. Permanent intermittent employees are entitled to paid witness duty only for those days on which they were previously scheduled to work. SECTION 13 - MEDICAL, DENTAL AND LIFE INSURANCE 13.1 Health Plan. The County will provide group health benefits through the California Public Employees’ Retirement System (CalPERS) for all permanent full-time employees, and permanent part-time employees regularly scheduled to work at least twenty (20) hours per week in classes represented by DSA. The CalPERS health care program, as regulated by the Public Employees’ Medical and Hospital Care Act (PEMHCA), regulations issued pursuant to PEMHCA, and the administration of PEMHCA by CalPERS, controls on all health plan issues for employees who receive health care coverage from CalPERS, including, but not limited to, eligibility, benefit plans, benefit levels, minimum premium subsidies, and costs. The County will offer active permanent full-time and active permanent part-time employees the option to enroll in a voluntary plan during the County’s open enrollment. Employees will pay the full premium cost of the plan. The County will contact with VSP Vision Care for a voluntary vision plan with no co-pays. The vision plan is not available to permanent-intermittent employees. SECTION 13 - MEDICAL, DENTAL AND LIFE INSURANCE DSA MGMT UNIT - 40 - 2019 – 2023 MOU 13.2 Contra Costa Health Plan (CCHP). Because CCHP has met the minimum standards required under PEMHCA and is approved as an alternative CalPERS plan option, DSA members and COBRA counterparts may elect to enroll in CCHP under the CalPERS plan rules and regulations. 13.3 CalPERS Health Plan Monthly Premium Subsidy. The County’s subsidy to the CalPERS monthly health plan premiums is as provided below. The employee must pay any CalPERS health plan premium costs that are greater than the County’s subsidy identified in Section 13.3(A). A. County Premium Subsidy On and After January 1, 2012. Beginning on January 1, 2012, the amount of the County premium subsidy that is paid for employees and eligible family members will be as follows: 1. Health Plans Employee/Retiree/Survivor Only $ 528.18 Employee/Retiree/Survivor & One Dependent $1,056.36 Employee/Retiree/Survivor & Two or more Dependents $1,373.27 B. County Premium Subsidy On and After January 1, 2013. Beginning on January 1, 2013, the County will pay the monthly premium subsidy amounts for employees and eligible family members that are stated in section A (1) above. In addition, if there is an increase in the Kaiser Bay Area premium for calendar year 2013, the County will pay seventy-five percent (75%) of that increase, and the employees will pay twenty-five percent (25%) of that increase. C. County Premium Subsidy On and After January 1, 2014. For the plan year that begins on January 1, 2014, the County will pay a monthly premium subsidy for each health plan that is equal to the actual dollar monthly premium subsidy that is paid by the County as of November 30, 2013. In addition, if there is an increase in the monthly premium charged by a health plan for 2014, the County and the employee will each pay fifty percent (50%) of that increase. For each calendar year thereafter, the County and the employee will each pay fifty percent (50%) of the monthly premium increase above the 2013 plan premium. D. Effective January 1, 2014, in the first calendar year that a new health plan is offered, the County monthly premium subsidy will be equal to the corresponding Kaiser monthly premium in the CalPERS region for that health plan. For each calendar year thereafter, the County and the employee will each pay fifty percent (50%) of the monthly premium increase that is above the plan premium for the first year of the new plan. E. In the event, in whole or in part, that the above County premium subsidy amounts are greater than one hundred percent (100%) of the applicable premium of any plan, for any plan year, the County’s contribution will not exceed one hundred percent (100%) of the applicable plan premium. SECTION 13 - MEDICAL, DENTAL AND LIFE INSURANCE DSA MGMT UNIT - 41 - 2019 – 2023 MOU 13.4 Dental Plan. The County may, during the term of this MOU, change dental care providers, so long as the level of benefits provided is not reduced. 13.5 Dental Plan Contribution. The County’s contribution to the monthly dental plan premiums shall be as provided below. These contributions are provided only for permanent full-time and permanent part-time employees regularly scheduled to work at least twenty (20) hours per week. Permanent-intermittent and permanent part-time employees working less than twenty (20) hour per week may enroll in a dental plan but are not entitled to the County’s contribution. Any increases in dental plan costs greater than the County’s contributions identified below during the duration of this M.O.U. shall be borne by the employee: a. Delta, and PMI Delta Care: County will contribute seventy-seven percent (77%) toward the monthly dental premium. Beginning on January 1, 2014, the County will pay a monthly dental premium subsidy for each dental plan that is equal to the actual dollar monthly premium subsidy that is paid by the County for 2013. If there is an increase in the premium charged by a dental plan for 2014, the County and the employee will each pay fifty percent (50%) of the increase. For each calendar year thereafter, the County and the employee will each pay fifty percent (50%) of the premium increase that is above the 2013 plan premium. b. Dental Only: Employees who elect dental coverage as stated above without health coverage will pay one cent ($.01) per month for such coverage. Beginning on January 1, 2014, the County will pay a monthly dental premium subsidy for each dental plan that is equal to the actual dollar monthly premium subsidy that is paid by the County for 2013. If there is an increase in the premium charged by a dental plan for 2014, the County and the employee will each pay fifty percent (50%) of the increase. For each calendar year thereafter, the County and the employee will each pay fifty percent (50%) of the premium increase that is above the 2013 plan premium. 13.6 Orthodontia Coverage. The County will continue to offer Orthodontia coverage to all permanent employees in classes represented by the DSA who participate in a County dental plan. The cost for orthodontia coverage is borne 100% by each enrolled employee. Premium payments are made by payroll deduction or direct pay, as applicable. 13.7 Rate Information. The County Benefits Service Unit will make dental plan rate information and, to the extent possible, CalPERS health plan rate information available to employees and departments upon request. In addition, the County Benefits Service Unit will publish and distribute to employees and departments information about rate changes as they occur during the year. 13.8 Life Insurance Benefit Under Health and Dental Plans. For permanent employees who are enrolled in a County sponsored health or dental plan as either the primary insured or a dependent, term life insurance in the amount of ten thousand dollars ($10,000) will be provided by the County. SECTION 13 - MEDICAL, DENTAL AND LIFE INSURANCE DSA MGMT UNIT - 42 - 2019 – 2023 MOU 13.9 Life Insurance Contribution. The County will pay the entire premium on behalf of permanent full-time and permanent part-time employees regularly scheduled to work at least twenty (20) hours per week who elect health and/or dental coverage. Permanent-intermittent and permanent part-time employees working less than twenty (20) hours per week may participate in the Life Insurance Plan at their full personal expense, which shall not exceed the County’s cost, provided they elect health and/or dental coverage. 13.10 Premium Payments. Employee participation in any medical, dental, or life insurance plan is contingent upon the employee authorizing payroll deduction by the County of the employee’s share of the premium cost. The County's contribution to health plan and dental plan monthly premiums are payable as follows: A. CalPERS Plan (Includes Alternate CCHP Plan). The County's contribution to the health plan premium is payable one (1) month in advance. If an employee’s compensation in any month is not sufficient to pay the employee share of the premium, the employee must make up the difference by remitting the amount delinquent to the County. The responsibility for this payment rests solely with the employee. B. Dental and Life Insurance Plans. The County's contribution to the dental and life insurance premium (as described in Sections 13.5 and 13.9) is payable monthly. If an employee’s compensation in any month is not sufficient to pay the employee share of the premium, the employee must make up the difference by remitting the amount delinquent to the County. The responsibility for this payment rests solely with the employee. 13.11 Extended Coverage. An employee on approved leave without pay shall be allowed to continue his/her health/dental/life insurance coverage provided that the employee shall pay their share of the monthly premium by the tenth day of each month, during said leave. An employee who terminates County employment is covered through the last day of the month in which he/she is paid for County dental plans and through the last day of the month following the month of termination for CalPERS plans. Employees who terminate County employment may continue Group Health/Dental plan coverage to the extent provided under the COBRA regulations. 13.12 Retirement Coverage. Upon retirement, employees may, subject to plan requirements, remain in the same County group medical plan if immediately before their retirement they are currently enrolled in one of the County sponsored CalPERS Health Plans or if on authorized leave of absence without pay, they have retained continuous coverage during the leave period. 1. Government Code section 22892 applies to all employees who were hired on or before January 1, 2007 and to all employees who are hired on or after October 1, 2011. SECTION 13 - MEDICAL, DENTAL AND LIFE INSURANCE DSA MGMT UNIT - 43 - 2019 – 2023 MOU 2. For employees hired between January 2, 2007 and September 30, 2011 inclusive, Government Code section 22892 does not apply and the following provisions apply instead: a. As soon as practical, the County will modify its agreement with the CalPERS Health Benefit Program to incorporate the provisions of Government Code Section 22893 for employees who are hired on or after January 2, 2007, but before October 1, 2011. b. Government Code Section 22893. Notwithstanding Section 22892, the percentage of employer contribution payable for post retirement health benefits for any employee of a contracting agency subject to this section shall, except as provided in Government Code Section 22893, subdivision (b), be based on the member’s completed years of credited county service at retirement as shown in the following table: Credited Years of Service Percentage of Employer Contribution 10 50 11 55 12 60 13 65 14 70 15 75 16 80 17 85 18 90 19 95 20 or more 100 The employee’s contribution shall be adjusted each year in accordance with Government Code Section 22893. The County will provide medical premium payments for employees who retire from the County in accordance with Government Code Section 22893. 13.13 Dual Coverage. A. CalPERS Health Plan. Employees must adhere to the rules as established by CalPERS. B. On and after January 1, 2012, each employee and retiree may be covered by only a single County health and/or a single County dental plan, including SECTION 13 - MEDICAL, DENTAL AND LIFE INSURANCE DSA MGMT UNIT - 44 - 2019 – 2023 MOU CalPERS plans. For example, a County employee may be covered under a single County health plan as either the primary insured or the dependent of another County employee or retiree, but not as both the primary insured and the dependent of another County employee or retiree. C. On and after January 1, 2012, each dependent may be covered by the health and/or dental plan of only one spouse or one domestic partner. For example, when both parents are County employees, all of their eligible children may be covered as dependents of either, parent, but not both. D. For purposes of this Section 13.13 - Dual Coverage, "County" includes the County of Contra Costa and all Board of Supervisors governed special districts, such as the Contra Costa County Fire Protection District. 13.14 Employee Assistance Program. Any County contract which provides an employee assistance program applicable to DSA represented employees, including the present contract with Occupational Health Services, shall include the following language: "Records, including any information whether recorded or not, pertaining to the identity, diagnosis or treatment of any employee or the employee's family dependent(s) which are maintained in connection with the performance of this contract shall be confidential, even as to the employer, and disclosed only under the following circumstances: A. When disclosure is authorized with the written and signed consent of the employee or the family dependent(s). Such consent must state: 1. the name of the person or organization to whom disclosure is to be made; 2. the specific type of information to be disclosed; 3. the purpose or need for such disclosure. B. When an employee's records are subpoenaed and are not otherwise protected by professional privileged relationships, contractor will notify the employee whose records are subpoenaed immediately by phone, if possible, and in any event in writing as soon as possible. Written communication shall inform the employee of his/her access to DSA for aid if he/she so desires. Contractor will cooperate with employee and/or his legal representative in asserting confidentiality. Subpoenaed records will only be turned over after a court order. The employer bears no responsibility under this paragraph. C. Contractor agrees to operate a system of records on individuals in accordance with all State and Federal laws pertaining to the confidentiality of alcohol, drug, and mental health records and the Federal Privacy Act of 1974. D. The Association is a third-party beneficiary. SECTION 14 - PROBATIONARY PERIOD DSA MGMT UNIT - 45 - 2019 – 2023 MOU 13.15 Health Care Spending Account. The County will continue to offer regular full- time and part-time (20/40 or greater) County employees the option to participate in a Health Care Spending Account (HCSA) Program designed to qualify for tax savings under Section 125 of the Internal Revenue Code, but such savings are not guaranteed. The HCSA Program allows employees to set aside a pre-determined amount of money from their paycheck for health care expenses not reimbursed by any other health benefits plan with before-tax dollars. HCSA dollars can be expended on any eligible medical expenses allowed by Internal Revenue Code Section 125. Any unused balance is forfeited and cannot be recovered by the employee. 13.16 Dependent Care Assistance Program. The County will continue to offer the option of enrolling in a Dependent Care Assistance Program (DCAP) designed to qualify for tax savings under Section 129 of the Internal Revenue Code, but tax savings are not guaranteed. The program allows employees to set aside up to five thousand dollars ($5,000) of annual salary (before taxes) per calendar year to pay for eligible dependent care (child and elder care) expenses. Any unused balance is forfeited and cannot be recovered by the employee. 13.17 Premium Conversion Plan. The County will continue to offer the Premium Conversion Plan (PCP) designed to qualify for tax savings under Section 125 of the Internal Revenue Code, but tax savings are not guaranteed. The program allows employees to use pre-tax dollars to pay medical and dental premiums. 13.18 Prevailing Section. To the extent that any provision of this Section (Section 13 – Medical, Dental, and Life Insurance) is inconsistent with any provision of any other County enactment or policy, including but not limited to Administrative Bulletins, the Salary Regulations, the Personnel Management Regulations, or any other resolution or order of the Board of Supervisors, the provision(s) of this Section (Section 13 – Medical, Dental, and Life Insurance) will prevail. 13.19 Health Benefits for Employees Not Otherwise Covered. To access County health plans, an employee represented by the Association who is not otherwise eligible for health coverage by the County, must be eligible to receive an offer of coverage from the County under the federal Patient Protection and Affordable Care Act (“ACA”) (42 U.S.C. § 18081). Employees eligible to receive an offer of coverage (and qualified dependents), will be offered access to the County’s lowest cost, single individual health insurance plan as determined by the County. Employees will be responsible for the full premium cost of coverage. This provision is not subject to the management complaint process. SECTION 14 - PROBATIONARY PERIOD 14.1 Revised Probationary Period. When the probationary period for a class is changed, only new appointees to positions in the classification shall be subject to the revised probationary period. SECTION 14 - PROBATIONARY PERIOD DSA MGMT UNIT - 46 - 2019 – 2023 MOU 14.2 Criteria. The probationary period shall commence from the date of appointment. It shall not include time served in provisional or temporary appointments or any period of continuous absence or temporary modified duty assignment exceeding fifteen (15) calendar days, except as otherwise provided in the Personnel Management Regulations or by law. For those employees appointed to permanent-intermittent positions with a six (6) months probation period, probation will be considered completed upon serving one thousand (1,000) hours after appointment except that in no instance will this period be less than six (6) calendar months from the beginning of probation. If a permanent- intermittent probationary employee is reassigned to full-time, credit toward probation completion in the full-time position shall be prorated on the basis of one hundred seventy-three (173) hours per month. 14.3 Rejection During Probation. An employee who is rejected during the probation period and restored to the eligible list shall begin a new probationary period if subsequently certified and appointed. A. Appeal from rejection. Notwithstanding any other provisions of this section, an employee (Probationer) shall have the right to appeal from any rejection during the probationary period based on political or religious affiliations or opinions, association activities, or race, color, national origin, sex, age, disability or sexual orientation. B. The appeal must be written, must be signed by the employee and set forth the grounds and facts by which it is claimed that grounds for appeal exist under subsection (A) and must be filed through the Director of Human Resources to the Merit Board by 5:00 p.m. on the seventh (7th) calendar day after the date of delivery to the employee of notice of rejection. C. The Merit Board shall consider the appeal, and if it finds probable cause to believe that the rejection may have been based on grounds prohibited in subsection (A), it may refer the matter to a Hearing Officer for hearing, recommended findings of fact, conclusions of law and decision, pursuant to the relevant provisions of the Merit Board rules in which proceedings the rejected probationer has the burden of proof. D. If the Merit Board finds no probable cause for a hearing, it shall deny the appeal. If, after hearing, the Merit Board upholds the appeal, it shall direct that the appellant be reinstated in the position and the appellant shall begin a new probationary period unless the Merit Board specifically reinstates the former period. 14.4 Regular Appointment. The regular appointment of a probationary employee shall begin on the day following the end of the probationary period, subject to the condition that the Director of Human Resources receive from the appointing authority a statement in writing that the services of the employee during the probationary period were satisfactory and that the employee is recommended for permanent appointment. SECTION 15 - GENERAL TERMS & CONDITIONS OF EMPLOYMENT AND MANAGEMENT BENEFITS DSA MGMT UNIT - 47 - 2019 – 2023 MOU A probationary employee may be rejected at any time during the probation period without regard to the Skelly provisions of this MOU, without notice and without right of appeal or hearing. If the appointing authority has not returned the probation report, or the appointing authority fails to submit in a timely manner the proper written documents certifying that a probationary employee has served in a satisfactory manner and later acknowledges it was his or her intention to do so, the regular appointment shall begin on the day following the end of the probationary period. Notwithstanding any other provisions of the MOU, an employee rejected during the probationary period from a position in the Merit System to which the employee had been promoted or transferred from an eligible list, shall be restored to a position in the department from which the employee was promoted or transferred. An employee dismissed for other than disciplinary reasons within six (6) months after being promoted or transferred from a position in the Merit System to a position not included in the Merit System shall be restored to a position in the classification in the department from which the employee was promoted or transferred. A probationary employee who has been rejected or has resigned during probation shall not be restored to the eligible list from which the employee was certified unless the employee receives the affirmative recommendation from the appointing authority and is certified by the Director of Human Resources whose decision is final. The Director of Human Resources shall not certify the name of a person restored to the eligible list to the same appointing authority by whom the person was rejected from the same eligible list, unless such certification is requested in writing by the appointing authority. 14.5 Layoff During Probation. An employee who is laid off during probation, if reemployed in the same class by the same department, shall be required to complete only the balance of the required probation. If reemployed in another department or in another classification, the employee shall serve a full probationary period. An employee appointed to a permanent position from a layoff or reemployment list is subject to a probation period if the position is in a department other than the department from which the employee separated, displaced, or voluntarily demoted in lieu of layoff. An appointment from a layoff or reemployment list is not subject to a probationary period if the position is in the department from which the employee separated, displaced or voluntarily demoted in lieu of layoff. SECTION 15 - GENERAL TERMS & CONDITIONS OF EMPLOYMENT AND MANAGEMENT BENEFITS 15.1 Incentives. A. Management 2.5% Longevity Pay Plan. Employees who have completed ten (10) years of service for the County shall receive a 2.5% longevity differential. SECTION 15 - GENERAL TERMS & CONDITIONS OF EMPLOYMENT AND MANAGEMENT BENEFITS DSA MGMT UNIT - 48 - 2019 – 2023 MOU For purposes of determining ten (10) years of service for this differential, the records utilized for service award purposes will control. B. Deferred Compensation Incentive. The County's supplemental contribution to employees who participate in the County's Deferred Compensation Plan will be forty dollars ($40) per month. To be eligible for this incentive supplement, employees must first contribute a Base Contribution Amount to the deferred compensation plan as follows: Monthly Base Current Contribution Amt. Monthly Qualifying Base for Maintaining Salary Contribution Amt. Program Eligibility 2,500 & below 250 50 2501 - 3334 500 50 3335 - 4167 750 50 4168 - 5000 1000 50 5001 - 5834 1500 100 5835 - 6667 2000 100 6668 & above 2500 100 Employees with a break in deferred compensation contributions because of either an approved medical leave or approved financial hardship withdrawal shall not be required to reestablish eligibility. Further, employees who lose eligibility due to budgetary constraints but maintain contributions at the required level and later return to an eligible position shall not be required to reestablish eligibility. C. Deferred Compensation Plan – Loan Provision. On June 26, 2012, the Board of Supervisors adopted Resolution 2012/298 approving an amendment to the Deferred Compensation Plan Loan Program. The Deputy Sheriffs Association (DSA) became eligible to apply for loans through the Contra Costa County Deferred Compensation Program effective June 26, 2012. The following is a summary of the provisions of the loan program: 1. The minimum amount of the loan is $1,000. 2. The maximum amount of the loan is the lesser of 50% of the employee’s balance or $50,000, or as otherwise provided by law. 3. The maximum amortization period of the loan is five (5) years. 4. The loan interest is fixed at the time the loan is originated and for the duration of the loan. The loan interest rate is the prime rate plus one percent (1%). 5. There is no prepayment penalty if an employee pays the balance of the loan plus any accrued interest before the original amortization period for the loan. 6. The terms of the loan may not be modified after the employee enters into the loan agreement, except as provided by law. 7. An employee may have only one loan at a time. SECTION 15 - GENERAL TERMS & CONDITIONS OF EMPLOYMENT AND MANAGEMENT BENEFITS DSA MGMT UNIT - 49 - 2019 – 2023 MOU 8. Payment for the loan is made by monthly payroll deduction. 9. An employee with a loan who is not in paid status (e.g. unpaid leave of absence) may make his/her monthly payments directly to the Plan Administrator by some means other than payroll deduction each month the employee is in an unpaid status (e.g. by a personal check or money order). 10. The Loan Administrator (MassMutual Life Insurance Company or its successor) charges a one-time $50 loan initiation fee. This fee is deducted from the employee’s Deferred Compensation account. 11. The County charges a one-time $25 loan initiation fee and a monthly maintenance fee of $1.50. These fees are paid by payroll deduction. 15.2 Differentials. A. Longevity Differential for Law Enforcement Management. Upon completion of fifteen (15) years sworn service, employees shall be eligible for a five percent (5%) base salary differential. Upon Completion of twenty (20) years of sworn County service, employees will be eligible for an additional two percent (2%) base salary differential. This provision shall be effective July 1, 2012. B. Bilingual Pay Differential. A salary differential of one hundred dollars ($100.00) per month shall be paid incumbents of positions requiring bilingual proficiency as designated by the Appointing Authority and the Director of Human Resources. Said differential shall be paid to eligible employees in paid status for any portion of a given month. Designation of positions for which bilingual proficiency is required is the sole prerogative of the County. If during the term of this MOU, the County increases the Bilingual Pay for other bargaining units, the County will extend that increase to the DSA bargaining unit members. The increase will be implemented on prospective basis only and will not be subject to retroactivity. C. Effective January 1, 2007, any Lieutenant who is directed to work in an on-call status in support of the Officer of the Day Program shall receive fifty four dollars and fifty cents ($54.50) per day, not to exceed three hundred twenty seven dollars ($327.00) per week, for the period assigned to work in an on-call status. D. Sheriffs' Administrative Differential. Effective February 1, 1991, the Sheriff- Coroner was authorized to enter into agreements with contract cities who have a Lieutenant assigned as the Chief of Police, to pay a monthly administrative differential, reimbursed by the individual city, in an amount equal to one-half the percentage differential between top step Lieutenant and top step Captain. Lieutenants who are eligible to receive this administrative differential shall do so in lieu of any other watch-stander differentials for which they may be eligible. 15.3 Leaves & Pay for Time Not Worked. SECTION 15 - GENERAL TERMS & CONDITIONS OF EMPLOYMENT AND MANAGEMENT BENEFITS DSA MGMT UNIT - 50 - 2019 – 2023 MOU A. Annual Management Administrative Leave. On January 1 of each year, all permanent full time sworn and non-sworn management employees shall be credited with seventy-four (74) hours of paid management administrative leave. This time is non-accruable and all balances will be zeroed out effective December 31st of each year. Permanent part-time employees shall have such leave prorated based on their position hours. B. Furlough Days Without Pay. Subject to the prior written approval of the appointing authority, employees may elect to take furlough days or hours without pay (pre-authorized absence without pay), up to a maximum of fifteen (15) calendar days for any one period. Longer pre-authorized absences without pay are considered leaves of absence without pay. Employees who take furlough time shall have their compensation for the portion of the month worked computed in accord with Section 5.6 - Compensation for Portion of Month of this MOU. Full time and part-time employees who take furlough time shall have their vacation, sick leave, floating holiday, and any other payroll computed accruals computed as though they had worked the furlough time. When computing vacation, sick leave, floating holiday, and other accrual credits for employees taking furlough time, this provision shall supersede Section 8.1, 9.1, 9.3, and 10.2 of this MOU regarding the computation of vacation, sick leave, floating holiday, and other accrual credits as regards furlough time only. For payroll purposes, furlough time (absence without pay with prior authorization of the appointing authority) shall be reported separately from other absences without pay to the Auditor-Controller. The existing VTO program shall be continued for the life of the contract. 15.4 Benefits & Allowances. A. Personal Protective Equipment. The County shall reimburse employees for safety shoes and prescription safety eyeglasses in those classifications which the County has determined eligible for such reimbursement. The County will reimburse eligible employees for safety shoes in an amount not to exceed sixty dollars ($60) in any calendar year. The County will reimburse eligible employees for prescription safety eyeglasses which are approved by the County and are obtained from such establishment as required by the County. B. 414H Participation. The County will continue provisions of Section 414(h)(2) of the Internal Revenue Code which allows the County Auditor-Controller to reduce the gross monthly pay of employees by an amount equal to the employee's total contribution to the County Retirement System before federal and state income taxes are withheld and forward that amount to the Retirement system. This program of deferred retirement contribution will be universal and non-voluntary as is required by statute. C. Management Life Insurance. Management employees shall be provided with a $40,000 term life insurance policy. Premiums for this insurance shall be paid by the County with conditions of eligibility reviewed annually. SECTION 15 - GENERAL TERMS & CONDITIONS OF EMPLOYMENT AND MANAGEMENT BENEFITS DSA MGMT UNIT - 51 - 2019 – 2023 MOU D. Training. Employees shall be eligible for career development training reimbursement in the maximum amount of six hundred fifty ($650) per fiscal year. The reimbursement of training expenses shall be consistent with Administrative Bulletins on Travel & Training. Registration and tuition for career development education may be reimbursed for up to fifty percent (50%) of the employee’s net cost. Books necessary for courses taken for career development education may be reimbursed for up to one hundred percent (100%) of the employee’s net cost. E. Management Development Policy. All employees shall be authorized to attend professional training programs, seminars and workshops a minimum of thirty (30) hours annually, during normal work hours, for the purpose of developing knowledge, skills and abilities in the areas of supervision, management and County policies and procedures. Departments are particularly encouraged to provide generous professional development opportunities (above the thirty (30) hour minimum) for people newly promoted into positions of direct supervision. Priority for professional training programs shall be afforded those offered through the Contra Costa Training Institute. Other related and appropriate training/education resources approved by the department may also be considered. To encourage personal and professional growth which is beneficial to both the County and the employee, the County provides reimbursement for certain expenses incurred by employees for job-related training (required training and career development training/education. Provision for eligibility and reimbursement are identified in Administrative Bulletin 12.7, November 1, 1989. F. Long-Term Disability Insurance. The County shall continue in force all provisions of the Long-Term Disability Insurance program with a replacement limit of eighty-five percent (85%) of total monthly base earnings reduced by any deductible benefits. The premium for this Long-Term Disability Insurance program shall be fully paid by the County. G. Vacation Buy Back. 1. For Employees Hired Before November 1, 2011: Employees may choose reimbursement for up to one-third (1/3) of their annual vacation accrual subject to the following conditions: 1. the choice can be made only once in each calendar year; SECTION 15 - GENERAL TERMS & CONDITIONS OF EMPLOYMENT AND MANAGEMENT BENEFITS DSA MGMT UNIT - 52 - 2019 – 2023 MOU 2. payment shall be based on an hourly rate determined by dividing the employee's monthly salary by 173.33; and 3. If the employee is receiving 2.5% Management Incentive, payment shall be based on an hourly rate determined by dividing the employee’s monthly salary, plus the 2.5% Management Incentive, by 173.33. 4. the maximum number of hours that may be reimbursed in any year is one-third (1/3) of the annual accrual. In those instances where a lump-sum payment has been made to management employees in lieu of a retroactive general salary adjustment for a portion of the calendar year which is subsequent to exercise by a management employee of the vacation buy-back provision herein, that employee's vacation buy back shall be adjusted to reflect the percentage difference in base pay rates upon which the lump-sum payment was computed provided that the period covered by the lump- sum payment was inclusive of the effective date of the vacation buy back. 2. For Employees Promoted or Hired On and After November 1, 2011: Employees promoted or hired by the County into any classification represented by the Deputy Sheriffs Association, Management Unit, on and after November 1, 2011, are not eligible for the Vacation Buy-Back benefit. However, any employee who was eligible for a Vacation Buy- Back benefit before promoting into a classification represented by the Deputy Sheriffs Association, Management Unit, will retain that benefit after promoting into a classification represented by the Deputy Sheriffs Association, Management Unit. H. Professional Development. All employees shall be eligible for reimbursement of up to four hundred dollars ($400) for each two (2) year period beginning January 1, 2002 for memberships in professional organizations, subscriptions to professional publications, attendance fees at job-related professional development activities and job-related computer hardware and software from a standardized County approved list or with Department Head approval, provided such employee complies with the provisions of the Computer Use and Security Policy adopted by the Board of Supervisors and manuals. Authorization for individual professional development reimbursement requests shall be made by the Department Head. Reimbursement will occur through the regular demand process with demands being accompanied by proof of payment (copy of invoice or canceled check). I. Sick Leave Incentive Plan. Employees shall be eligible for a payoff of unused sick leave accruals at separation. This program is an incentive for employees to safeguard sick leave accruals as protection against wage loss due to time lost for injury or illness. Payoff shall be approved by the Director of Human Resources and can be awarded only under the following conditions: SECTION 15 - GENERAL TERMS & CONDITIONS OF EMPLOYMENT AND MANAGEMENT BENEFITS DSA MGMT UNIT - 53 - 2019 – 2023 MOU 1. The employee must have resigned in good standing. 2. Payout is not available if the employee retires. 3. The balance at resignation must be at least seventy percent (70%) of accruals earned in the preceding continuous period of employment. 4. Payout shall be under the following schedule: Years of Permanent % of Unused Continuous Service Sick Leave Paid 3 - 5 years 30% 5 - 7 years 40% 7+ years 50% 15.5 Terms & Conditions of Employment. A. Overtime Exclusion. In recognition of their management status, employees shall continue to be overtime exempt. The Office of the County Administrator shall have authority to exclude certain management classes from Overtime Exemption. Provisional appointees to management classes and employees receiving higher pay for a higher management classification who were not previously in a management class shall be automatically placed on the Overtime Exempt Exclusion List since they are not eligible for management benefits. B. Part-Time Employees. Part-time employees who work at least fifty percent (50%) of full time on a continuing basis, shall be provided the management benefits listed in this MOU on a full or pro rata basis. C. Permanent-Intermittent Employees. Permanent-Intermittent employees are eligible for vacation and sick leave benefits as defined in this MOU on a pro rata basis. D. Length of Service Credits. The length of service credits of each permanent employee shall date from the beginning of the last period of continuous County employment including temporary, provisional and permanent status and absences on approved leave of absence except that when an employee separates from a permanent position in good standing and is subsequently reemployed in a permanent County positions prior to the completion of two (2) years from date of separation, the period of separation will be bridged. Under these circumstances, the service credits shall include all credits accumulated at time of separation but shall not include the period of separation. The service credits of an employee shall be determined from employee status records of the Human Resources Department. 15.6 Officer of the Day Program. SECTION 15 - GENERAL TERMS & CONDITIONS OF EMPLOYMENT AND MANAGEMENT BENEFITS DSA MGMT UNIT - 54 - 2019 – 2023 MOU a. During the term of the 1998-2001 MOU, the parties agree that the provisions regarding the Officer of the Day Program will be subject to review and revision at regular Labor Management Committee meetings. b. The Sheriff may assign Lieutenants on a full-time basis to the Officer of the Day Program, subject to the following: 1. The Assistant Division Commander of the Emergency Services Division shall typically be responsible for providing routine relief for absences of one week or more. a. During periods that one or more of the assigned Lieutenants is not available for duty and the Assistant Emergency Services Division Commander is not available to provide relief, a Sergeant may be temporarily assigned to the Program in the capacity of an acting Lieutenant. 2. The Officer of the Day Program shift schedule and the order of shift rotations shall be established/modified at the Labor Management Committee pursuant to paragraph A. above. a. Once each year, during the annual vacation sign-up, Lieutenants who are assigned to the Officer of the Day Program shall sign-up for their upcoming shift assignments. The annual shift sign-up will become effective on the first Monday in January of the following year. b. Following the annual sign-up, assigned Lieutenants shall rotate shifts on the first Monday of each calendar quarter. c. Lieutenants who are assigned to the Officer of the Day Program mid-year shall assume the shift assignment and rotation schedule of the Lieutenant who is being replaced. 3. When making assignments to the Officer of the Day Program, the Sheriff shall consider those Lieutenants who have volunteered for the assignment. Consideration also should be given to avoid the involuntary assignment of a Lieutenant who previously has been assigned to the program. 4. Although the Sheriff shall retain the right to determine the length of assignment, Officer of the Day assignments normally will be subject to the same rotation policy(ies) as other Lieutenant assignments. c. Lieutenants who are assigned to the Officer of the Day Program, including the Assistant Emergency Services Division Commander, are eligible for holiday pay under the provisions of Section 15.8. SECTION 15 - GENERAL TERMS & CONDITIONS OF EMPLOYMENT AND MANAGEMENT BENEFITS DSA MGMT UNIT - 55 - 2019 – 2023 MOU 15.7 Holiday is Not Worked by Full-Time Lieutenants who are assigned to the Officer of the Day Program: When a Full Time Lieutenant assigned to the Officer of the Day Program does not work on a holiday, the Lieutenant will be paid in accordance with Section 8.2 or Section 8.3, as applicable. 15.8 Holiday is WORKED by Lieutenants who are Assigned to the Officer of the Day Program and Holiday Falls on Scheduled Work Day: A. Full-Time Employee: When a full-time Lieutenant assigned to the Officer of the Day program works on a holiday that falls on the employee’s scheduled work day, the employee is entitled to receive his/her regular salary. The employee is also entitled to receive holiday pay at the rate of one and one half (1.5) times his/her base rate of pay (not including differentials). 15.9 Holiday is WORKED by Lieutenant Assigned to the Officer of the Day Program and Holiday Falls on Scheduled Day Off: A. Full-Time Employee: When a Lieutenant assigned to the Officer of the Day program works on a holiday that falls on the employee’s scheduled day off, the employee is entitled to receive his/her regular salary. 1. Employee Works on his/her Next Scheduled Work Day Following the Holiday: When a full time employee works on his/her next scheduled work day following the holiday, the employee is entitled to receive his/her regular salary. The employee is also entitled to receive overtime pay at the rate of one and one half (1.5) times his/her base rate of pay (not including differentials) at the same rate for all hours worked on that day. 2. Employee does NOT work on his/her Next Scheduled Work Day Following the Holiday: When a full time employee does NOT work on his/her next scheduled work day following the holiday, the employee is entitled to the day off, without a reduction in pay, in recognition of his/her regularly scheduled day off. 3. The County retains the right to decide whether an employee will work or not work on the next scheduled work day following a holiday. 15.10 Time Reporting and Pay Practices Waiver: The Association agrees to the implementation of an Automated Timekeeping System. The Association waives its right to meet and confer regarding any impacts that may result from the County’s implementation of the automated timekeeping system, including but not limited to, changes to current departmental time reporting and pay practices. The Association agrees to convert from the current payroll cycle when the SECTION 15 - GENERAL TERMS & CONDITIONS OF EMPLOYMENT AND MANAGEMENT BENEFITS DSA MGMT UNIT - 56 - 2019 – 2023 MOU County is able to upgrade the current Payroll system or implement a new County Payroll System. SECTION 16 - PROMOTION 16.1 Competitive Exam. Promotion shall be by competitive examination unless otherwise provided in this MOU. 16.2 Promotion Policy. The Director of Human Resources, upon request of an appointing authority, shall determine whether an examination is to be called on a promotional basis. 16.3 Open Exam. If an examination for one of the classes represented by the Association is proposed to be announced on an Open only basis the Director of Human Resources shall give five (5) days prior notice of such proposed announcement and shall meet at the request of the Association to discuss the reasons for such open announcement. 16.4 Promotion Via Reclassification Without Exam. Notwithstanding other provisions of this Section, an employee may be promoted from one classification to a higher classification and his position reclassified at the request of the appointing authority and under the following conditions: a. An evaluation of the position(s) in question must show that the duties and responsibilities have significantly increased and constitute a higher level of work. b. The incumbent of the position must have performed at the higher level for one (1) year. c. The incumbent must meet the minimum education and experience requirements for the higher class. d. The action must have approval of the Director of Human Resources. e. The Association approves such action. The appropriate rules regarding probationary status and salary on promotion are applicable. 16.5 Requirements for Promotional Standing. In order to qualify for an examination called on a promotional basis, an employee must have probationary or permanent status in the merit system and must possess the minimum qualifications for the class. Applicants will be admitted to promotional examinations only if the requirements are met on or before the final filing date. If an employee who is qualified on a promotional employment list is separated from the merit system, except by layoff, the employee's name shall be removed from the promotional list. SECTION 17 - RESIGNATIONS DSA MGMT UNIT - 57 - 2019 – 2023 MOU 16.6 Seniority Credits. Employees who have qualified to take promotional examinations and who have earned a total score, not including seniority credits, of seventy percent (70%) or more, shall receive, in addition to all other credits, five one- hundredths of one percent (.05%) for each completed month of service as a permanent County employee continuously preceding the final date for filing application for said examination. For purposes of seniority credits, leaves of absence shall be considered as service. Seniority credits shall be included in the final percentage score from which the rank on the promotional list is determined. No employee, however, shall receive more than a total of five percent (5%) credit for seniority in any promotional examination. 16.7 Physical Examination. County employees, who are required as part of the promotional examination process to take a physical examination shall do so on County time at County expense. SECTION 17 - RESIGNATIONS An employee's voluntary termination of service is a resignation. Written resignations shall be forwarded to the Human Resources Department by the appointing authority immediately on receipt, and shall indicate the effective date of termination. Oral resignation shall be immediately confirmed by the appointing authority in writing to the employee and to the Human Resources Department and shall indicate the effective date of termination. 17.1 Resignation in Good Standing. A resignation giving the appointing authority written notice at least two (2) weeks in advance of the last date of service (unless the appointing authority requires a longer period of notice, or consents to the employee's terminating on shorter notice) is a resignation in good standing. 17.2 Constructive Resignation. A constructive resignation occurs and is effective when: a. An employee has been absent from duty for five (5) consecutive working days without leave, and; b. Five (5) more consecutive work days have elapsed without response by the employee after the mailing of a notice of resignation by the appointing authority to the employee at the employee's last known address. 17.3 Effective Resignation. A resignation is effective when delivered or spoken to the appointing authority, operative either on that date or another date specified. 17.4 Revocation. A resignation that is effective is revocable only by written concurrence of the employee and the appointing authority. 17.5 Coerced Resignations. SECTION 18 - DISMISSAL, SUSPENSION & DEMOTION DSA MGMT UNIT - 58 - 2019 – 2023 MOU A. Time Limit. A resignation which the employee believes has been coerced by the appointing authority may be revoked within seven (7) calendar days after its expression, by serving written notice on the Director of Human Resources and a copy on the appointing authority. B. Reinstatement. If the appointing authority acknowledges that the employee could have believed that the resignation was coerced, it shall be revoked and the employee returned to duty effective on the day following the appointing authority's acknowledgment without loss of seniority or pay. C. Contest. Unless, within seven (7) days of the receipt of the notice, the appointing authority acknowledges that the resignation could have been believed to be coerced, this question shall be handled as an appeal to the Merit Board. D. Disposition. If a final decision is rendered that determines that the resignation was coerced, the resignation shall be deemed revoked and the employee returned to duty effective on the day following the decision but without loss of seniority or pay, subject to the employee's duty to mitigate damages. SECTION 18 - DISMISSAL, SUSPENSION & DEMOTION 18.1 Cause for Disciplinary Action. The appointing authority may dismiss, suspend, demote, or reduce within class, any employee for cause. The following are sufficient causes for such action; the list is indicative rather than inclusive of restrictions and dismissal, suspension, reduction or demotion may be based on reasons other than those specifically mentioned: a. absence without leave, b. conviction of any criminal act involving moral turpitude, c. conduct tending to bring the merit system and/or Office of the Sheriff-Coroner into disrepute, d. disorderly or immoral conduct, e. incompetence or inefficiency, f. insubordination, g. being at work under the influence of liquor or drugs, carrying onto the premises liquor or drugs or consuming or using liquor or drugs during work hours and/or on County premises, h. neglect of duty, (i.e. non-performance of assigned responsibilities), I. negligent or willful damage to public property or waste of public supplies or equipment, SECTION 18 - DISMISSAL, SUSPENSION & DEMOTION DSA MGMT UNIT - 59 - 2019 – 2023 MOU j. violation of any lawful or reasonable regulation or order given by a supervisor or department head, k. willful violation of any of the provisions of the merit system ordinance or Personnel Management Regulations, l. material and intentional misrepresentation or concealment of any fact in connection with obtaining employment, m. misappropriation of County funds or property, n. unreasonable failure or refusal to undergo any physical, medical, and/or psychiatric exam and/or treatment authorized by this MOU, o. dishonesty or theft, p. excessive or unexcused absenteeism and/or tardiness, q. sexual harassment, including but not limited to unwelcome sexual advances, requests for sexual favors, and other verbal, or physical conduct of a sexual nature, when such conduct has the purpose or effect of affecting employment decisions concerning an individual, or unreasonably interfering with an individual's work performance, or creating an intimidating and hostile working environment. 18.2 Skelly Requirements - Notice of Proposed Action (Skelly Notice). Before taking a disciplinary action to dismiss, suspend, for more than five (5) work days (four (4) work days for employees on "4-10" work week), demote or reduce within class an employee, the appointing authority shall cause to be served personally or by certified mail, on the employee, a Notice of Proposed Action, which shall contain the following: a. A statement of the action proposed to be taken. b. A copy of the charges, including the acts or omissions and grounds upon which the action is based. c. If it is claimed that the employee has violated a rule or regulation of the County, department or district, a copy of said rule shall be included with the notice. d. A statement that the employee may review and request copies of materials upon which the proposed action is based. e. A statement that the employee has seven (7) calendar days to respond to the appointing authority either orally or in writing. 18.3 Employee Response. The employee upon whom a Notice of Proposed Action has been served shall have seven (7) calendar days to respond to the appointing authority either orally or in writing before the proposed action may be taken. Upon request of the employee and for good cause, the appointing authority may extend in SECTION 19 - MANAGEMENT COMPLAINT PROCEDURE DSA MGMT UNIT - 60 - 2019 – 2023 MOU writing the period to respond. If the employee's response is not filed within seven (7) days or during any extension, the right to respond is lost. 18.4 Leave Pending Employee Response. Pending response to a Notice of Proposed Action within the first seven (7) days or extension thereof, the appointing authority for cause specified in writing may place the employee on temporary leave of absence, with pay. 18.5 Length of Suspension. Suspensions without pay shall not exceed thirty (30) days unless ordered by an adjustment board or the Merit Board. 18.6 Procedure on Dismissal, Suspension or Disciplinary Demotion. A. In any disciplinary action to dismiss, suspend, or demote an employee having permanent status in a position in the merit system after having complied with the Skelly requirements where applicable, the appointing authority shall make an order in writing stating specifically the causes for the action. B. Service of Order. Said order of dismissal, suspension, or demotion shall be filed with the Director of Human Resources, showing by whom and the date a copy was served upon the employee to be dismissed, suspended or demoted, either personally or by certified mail to the employee's last known mailing address. The order shall be effective either upon personal service or deposit in the U.S. Postal Service. Employee Appeals from Order. The employee may appeal an order of dismissal, suspension or demotion to the Merit Board. SECTION 19 - MANAGEMENT COMPLAINT PROCEDURE 19.1 Definition. Any dispute by an employee over the application of any section of this MOU which cannot be resolved administratively, or is not handled under the jurisdiction of the County Merit Board may be addressed under provisions of Resolution 83/987 (Management Complaint Procedure) as follows: Step 1 - Immediate Supervisor. Any management employee (complainant) who believes that he/she has been adversely affected by the application or interpretation of a rule, regulation, or procedure or otherwise adversely affected in a manner not within the scope of available appeal avenues, may within thirty (30) calendar days discuss the problem with his/her immediate supervisor. If the problem is not resolved at this step, the employee may use Step 2. Step 2 - Department Head. If a complaint is not resolved in Step 1, the complainant may, within seven (7) calendar days after the immediate supervisor's response, request an appointment with his/her Department Head or designee. If the problem is not resolved at this step, the complainant may use Step 3 or Step 4. SECTION 19 - MANAGEMENT COMPLAINT PROCEDURE DSA MGMT UNIT - 61 - 2019 – 2023 MOU Step 3 - Mediation. If a complaint is not resolved at Step 2, the complainant may, within seven (7) calendar days after the Department Head's response, file a written request with the Employee Relations Officer or designee for mediation. This request shall contain a description of the problem and the specific issue. The Employee Relations Officer or designee shall meet with the complainant and Department Head, or designee, within ten (10) work days and select a mutually agreed-upon mediator. The mediation shall be confidential and shall not become part of the complainant's personnel record. If a resolution agreeable to the complainant and the Department Head is reached, it may, if mutually agreed, be reduced to writing. If the problem is not resolved at this step, the complainant may use Step 4. Mediation is not required and the complainant may skip this step and proceed to Step 4 with a request like that for Step 3. Step 4 - Adjustment Panel. If the problem is not resolved at Step 3 or if Step 3 is skipped (see above) complainant may, within seven (7) calendar days after the mediator's or Department Head's response, submit his/her complaint in writing to the Employee Relations Officer or designee, who shall promptly convene an adjustment panel of three management employees. As used herein "management employees" includes management employees of both the County and Fire Protection Districts. The complainant and the Department Head shall each select one (1) panel member, which two (2) shall select the third (3rd) member. The panel shall hear evidence and arguments regarding the complaint and shall render a statement of findings and recommendation to the complainant and the Department Head, with copies to the County Administrator and Director of Human Resources. Step 4 of the management complaint procedure may be waived by the written mutual agreement of the parties. Step 5. If an Adjustment Board is unable to arrive at a majority decision, either the employee (or the County, when alleging a violation of Section 19.3) may require that the grievance be referred to an impartial arbitrator who shall be designated by mutual agreement between the employee and the Personnel Director. Such request shall be submitted within twenty (20) work days of the rendering of the Adjustment Board decision. Within 20 days of the request for arbitration the parties shall mutually select an arbitrator. The fees and expenses of the Court Report shall be shared equally by the employee and the County. Each party, however, shall bear the costs of its own presentation, including preparation and post hearing briefs, if any. If the parties cannot initially agree on a neutral arbitrator, either may request a list of five (5) arbitrators from the State Mediation and Conciliation Service. The cost of the list will be shared equally by the parties. If they cannot agree on an arbitrator from that list, they shall strike alternatively from the list, with the first to strike to be determined by lot, and the last remaining name shall be the arbitrator. 19.2 Compensation Complaints. All complaints involving or concerning the payment of compensation shall be initially filed in writing with the Employee Relations Officer or designee. Only complaints which allege that employees are not being compensated in accordance with the provisions of this MOU shall be considered as grievances. Any other matters of compensation are to be resolved in the meeting and conferring process if not detailed in the MOU which results from such meeting and conferring process shall be deemed withdrawn until the meeting and conferring process SECTION 19 - MANAGEMENT COMPLAINT PROCEDURE DSA MGMT UNIT - 62 - 2019 – 2023 MOU is next opened for such discussion. No adjustment shall be retroactive for more than six (6) months from the date upon which the complaint was filed. 19.3 Strike/Work Stoppage. During the term of this MOU, the Association, its members and representatives, agree that it and they will not engage in, authorize, sanction, or support any strike, slowdown, stoppage of work, sickout, or refuse to perform customary duties. In the case of a legally declared lawful strike against a private or public sector employer which has been sanctioned and approved by the labor body or council having jurisdiction, an employee who is in danger of physical harm shall not be required to cross the picket line, provided the employee advises his or her supervisor as soon as possible, and provided further that an employee may be required to cross a picket line where the performance of his or her duties is of an emergency nature and/or failure to perform such duties might cause or aggravate a danger to public health or safety. 19.4 Merit Board. A. All grievances of employees in representation units represented by the Association shall be processed under Section 19 unless the employee elects to apply to the Merit Board on matters within its jurisdiction. B. No action under Steps 3 and 4 of Subsection 19.1 above shall be taken if action on the management complaint has been taken by the Merit Board, or if the management complaint is pending before the Merit Board. 19.5 Filing by Association. The Association may file a management complaint at Step 3 on behalf of affected employees when action by the County Administrator or the Board of Supervisors violates a provision of this MOU. 19.6 Letters of Reprimand. Letters of reprimand are subject to the management complaint procedure. Letters of Reprimand shall be removed from an employee's file which are five (5) years old from the date issued unless subsequent disciplinary action has been taken and sustained against the employee for the same type of offense within said five (5) year period in which case the Letter of Reprimand is not subject to removal. However, where the subsequent disciplinary action consists of Letter(s) of Reprimand for the same type of offense, those letters (including the original letter) will be removed from the employee's file after five (5) years pass from the date the most recent letter is issued unless a different type of discipline (e.g., suspension, et al) for the same type of offense is taken and sustained during said five (5) year period. 19.7 Corrective Counseling System. The Corrective Counseling System is a method of training and counseling employees in an effort to improve behavior and performance without the negative effects of lasting disciplinary measures. It will hereafter consist of three (3) phases, or levels, with procedures and policies for administration developed within the Department. Placement into the Corrective Counseling System is not subject to the management complaint procedure. SECTION 19 - MANAGEMENT COMPLAINT PROCEDURE DSA MGMT UNIT - 63 - 2019 – 2023 MOU There shall be no mention of the "phase" program in any employee's evaluation, although the circumstances allegedly supporting the starting, the ending, or the continuing of a phase, may be mentioned. This does not affect any other rights or responsibilities of the parties with regards to the performance evaluations per se. An employee placed into a Phase of the Corrective Counseling System may appeal the placement through a formal department hearing process. Following are the guidelines and procedures to be utilized in the process: a. Hearing Officer. The phase placement appeal will be heard by a Commander not in the employee's direct chain of command, hereafter referred to as the Hearing Officer. The Hearing Officer has the authority to set aside the phase placement completely or decrease the phase to any lower level. b. Notification of Intent to Appeal. Upon receipt of the Phase memo, the affected employee has seven (7) calendar days to deliver written documentation of an intent to appeal the phase placement. The "intent to appeal" memo is to be addressed to the Hearing Officer, with a copy to the employee's Division Commander. The appeal process defers the starting date of the phase period. c. Hearing Date. Upon receipt of the "intent to appeal" memo, the Hearing Officer will schedule a hearing date and notify the affected employee at least seven (7) calendar days prior to the hearing date. The hearing date shall be within twenty- one (21) calendar days of the Hearing Officer's receipt of the "intent to appeal" unless one of the primary parties involved is unavailable, in which case the hearing will be scheduled as soon as practical upon the return to work of the parties. d. The Hearing. For Phase I and II actions, the employee may submit a written request for hearing to the Commander not in the employee's chain of command. The Commander will review the request and determine if there is a basis for a formal hearing. An alternate informal process exists which would allow the employee and his/her representative to meet and discuss the phase placement in accordance with the established open door policy of the Department. For Phase III appeals, the Commander will determine the parties to be present at the hearing, except that the affected employee will be present, and a maximum of two (2) representatives of the employee's choice. In general, witnesses will not be called or allowed; however, the affected employee may submit written statements from the employee (or others) which will support the appeal. The entire appeal hearing will be tape recorded. The tape will be kept (and be available) in the Administration Division, and will be erased when the phase is no longer in effect. Upon his request and at his expense, the employee may tape the hearing. SECTION 20 - DEPARTMENT INVESTIGATIONS DSA MGMT UNIT - 64 - 2019 – 2023 MOU The Commander will weigh all testimony and attempt to determine the facts surrounding the phase placement. e. Results. The Hearing Officer will report his decision in a brief memo to the employee within five (5) business days of the hearing. If the decision upholds the original recommendation or decreases the phase level, the phase period begins on the date of the Hearing Officer's decision. If the Hearing Officer determines that a phase was not appropriate, all reference to the phase incident and hearing will be immediately purged from the personnel file, and the Hearing Officer's written decision will be sent to the affected employee. SECTION 20 - DEPARTMENT INVESTIGATIONS It has always been and shall continue to be, the Sheriff's position that all internal investigations shall be conducted in a professional and timely manner. The scope and intent of all legal and policy mandates shall be adhered to during all phases of the investigation. This includes that the confidentiality of all information gained during the inquiry shall be consistent with present legal restraints relative to discovery and disclosure. SECTION 21 - LABOR/MANAGEMENT COMMITTEE Matters of concern to employees in this unit may be raised by the Department or the DSA in the existing Labor-Management Committee. SECTION 22 - RETIREMENT CONTRIBUTION A. Payment of Employee Contributions. Effective on January 1, 2012, employees are responsible for the payment of one hundred percent (100%) of the employees’ basic retirement benefit contributions determined annually by the Board of Retirement of the Contra Costa County Employees’ Retirement Association, without the County paying any part of the employee’s contributions. Employees are also responsible for the payment of the employees' contributions to the retirement cost of living program as determined annually by the Board of Retirement, without the County paying any part of the employees’ contributions. The foregoing provisions apply to both General and Safety members. 22.1 Safety Retirement Tier Elections - Employees Hired or Rehired Before January 1, 2013. SECTION 22 - RETIREMENT CONTRIBUTION DSA MGMT UNIT - 65 - 2019 – 2023 MOU A. If either the Internal Revenue Service issues guidance acceptable to both parties, or the County receives a Private Letter Ruling from the IRS, that protects the County and DSA members hired prior to January 1, 2013, from additional tax liability, DSA members will have the opportunity to elect new retirement tiers pursuant to Government Code section 31484.9. B. The following tiers are established: 1. In Safety Tier A, the retirement formula is “3 Percent at 50.” The cost of living adjustment (COLA) to the retirement allowance shall not exceed three (3) percent per year. The employee’s final compensation shall be based on a twelve (12) month salary average. 2. In Safety Tier C, the retirement formula is “3 Percent at 50.” The cost of living adjustment (COLA) to the retirement allowance shall not exceed two (2) percent per year. The employee’s final compensation shall be calculated based on a thirty-six (36) month salary average. 3. In the Safety PEPRA Tier, the retirement formula is established by the Public Employees Pension Reform Act (PEPRA) (Chapters 296, 297, Statutes of 2012). The retirement formula is PEPRA Safety Option Plan Two (2.7% at 57). The cost of living adjustment to the retirement allowance (COLA) shall not exceed two percent (2%) per year, and the cost of living adjustment will be banked. The employee’s final compensation will be based on his/her average annual compensation earnable during a consecutive thirty-six month period. C. Method of Election. 1. Upon the occurrence of all of the following: a. the contingency listed in subsection A is met; b. actuarial studies by the County and by the Contra Costa County Employees Retirement Association (“CCCERA”,) have been completed; c. the Board of Supervisors has adopted such ordinances or resolutions as may be necessary to implement the election; d. as required by Government Code section 31484.9, the County has prepared written information about the change in benefits for employees who elect to enter a new tier; and e. CCCERA has taken any other actions that may be necessary to implement the election; the County shall work with CCCERA to provide a time period of no less than three (3) calendar months during which sworn members SECTION 22 - RETIREMENT CONTRIBUTION DSA MGMT UNIT - 66 - 2019 – 2023 MOU of the DSA bargaining unit who are in Safety Tier A as of December 31, 2012, may make a written irrevocable election to 1) waive and release all rights to retirement benefits under Safety Tier A for the period of service following the election and 2) enter the Safety PEPRA Tier for the period of service following the election. In addition, the County shall work with CCCERA to provide a time period of no less than three (3) calendar months during which sworn members of the DSA bargaining unit who are in Safety Tier C as of December 31, 2012, may make a written irrevocable election to 1) waive and release all rights to retirement benefits under Safety Tier C for the period of service following the election and 2) to enter the Safety PEPRA Tier for the period of service following the election. Employees electing to enter the Safety PEPRA Tier will enter the Safety PEPRA Tier on the first day of the first calendar month after the close of the election period. 2. An employee in Safety Tier A who elects to enter the Safety PEPRA Tier shall have his/her retirement benefits calculated on the basis of Safety Tier A for the period of service prior to the election. An employee in Safety Tier C who elects to enter the Safety PEPRA Tier shall have his/her retirement benefits calculated on the basis of Safety Tier C for the period of service prior to the election. D. The parties agree that the provisions of Government Code section 31484.9 shall apply to sworn members of the Deputy Sheriff’s Association. 22.2 Tier A - Thirty Years of Continuous Service as a Safety Member. Through the term of this Memorandum of Understanding and any extensions thereof, a DSA member with credit for more than 30 years of continuous service as a safety member shall not make payments from his or her retirement base to pay part of the employer’s contribution for the cost of Safety Tier A. 22.3 Safety Retirement Tier C - Employees Hired or Rehired after December 31, 2006, but Before January 1, 2013. A. For sworn employees hired by the County after December 31, 2006, but before January 1, 2013, the retirement formula shall be “3 Percent at 50”. The cost of living adjustment (COLA) to the retirement allowance shall not exceed two (2) percent per year. The employee’s final compensation shall be based on his or her highest thirty six (36) month salary average. Safety Tier A is closed to all employees initially hired after December 31, 2006. B. Employees who left County service prior to January 1, 2013, and are rehired after that date shall not be eligible to elect a retirement tier. Such rehired employees shall be automatically placed in that retirement tier for which they are eligible under the County Employees Retirement Law and PEPRA. SECTION 22 - RETIREMENT CONTRIBUTION DSA MGMT UNIT - 67 - 2019 – 2023 MOU C. Safety Tier C is closed to all employees initially hired after December 31, 2012, except for those sworn employees who, under PEPRA, do not become New Members of CCCERA. 22.4 Safety Retirement Benefit – Sworn Employees who become New Members of CCCERA on or after January 1, 2013. A. For sworn employees who, under PEPRA, become Safety New Members of the Contra Costa County Employee Retirement Association (CCCERA) on or after January 1, 2013, retirement benefits are governed by the California Public Employees Pension Reform Act of 2013 (PEPRA), (Chapters 296, 297, Statutes of 2012). To the extent this Agreement conflicts with any provision of PEPRA, PEPRA will govern. B. PEPRA Safety Option Plan Two (2.7% @ 57) applies to these employees who, under PEPRA, become New Members of CCCERA. For these employees, the cost of living adjustment to the retirement allowance will not exceed two percent (2%) per year, and the cost of living adjustment will be banked. 22.5 Retirement Benefit - Non-Sworn Employees who become New Members of CCCERA on or After January 1, 2013. A. For non-sworn employees who, under PEPRA, become New Members of the Contra Costa County Employees Retirement Association (CCCERA) on or after January 1, 2013, retirement benefits are governed by the California Public Employees Pension Reform Act of 2013 (PEPRA), (Chapters 296, 297, Statutes of 2012). To the extent this Agreement conflicts with any provision of PEPRA, PEPRA will govern. B. For employees hired by the County after June 30, 2013, who, under PEPRA, become New Members of CCCERA the cost of living adjustment to the retirement allowance will not exceed two percent (2%) per year, and the cost of living adjustment will be banked. C. For employees who, under PEPRA, become New Members of CCCERA, the disability provisions are the same as the current Tier III disability provisions. D. The County will seek legislation amending the County Employees Retirement Law of 1937 to clarify that the current Tier III disability provisions apply to non- sworn employees who, under PEPRA, become New Members of CCCERA. The Union must support the legislation, in addition to the County, by calling and sending a letter (on Union letterhead) in support of the bill to the state legislator sponsoring the bill, on or before the date specified by the County. In addition, if requested by the County, the Union must testify in support of the bill before the state legislative committees considering the bill. SECTION 24 - MILEAGE DSA MGMT UNIT - 68 - 2019 – 2023 MOU SECTION 23 - SAFETY The County shall expend every effort to see to it that the work performed under the terms and conditions of this MOU is performed with a maximum degree of safety consistent with the requirement to conduct efficient operations. SECTION 24 - MILEAGE Mileage allowance for the use of personal vehicles on County business shall be paid according to the rates allowed by the Internal Revenue Service and shall be adjusted to reflect changes in this rate on the date it becomes effective or the first of the month following announcement of the changed rate by the Internal Revenue Service, whichever is later. Commuter Benefit Program. The County will offer employees the option of enrolling in an employee-funded qualified transportation (commuter) benefit program designed to qualify for tax savings under Section 132(f) of title 26 of the Internal Revenue Code, but such savings are not guaranteed. The Commuter Benefit Program will allow employees to set aside pre-tax dollars for qualified transportation expenses to the extent and amount allowed by the Internal Revenue Service. Employees are responsible for paying any account fees charged by the Commuter Benefit administrator. The County does not manage or administer the Commuter Benefit Program. SECTION 25 - PAY WARRANT ERRORS If an employee receives a pay warrant which has an error in the amount of compensation to be received and if this error occurred as a result of a mistake by the Auditor-Controller's Department, it is the policy of the Auditor-Controller's department that the error will be corrected and a new warrant issued within forty-eight (48) hours, exclusive of Saturdays, Sundays and holidays from the time the department is made aware of and verifies that the pay warrant is in error. Pay errors discovered by the County found in employee pay shall be corrected as soon as possible as to current pay rate but that no recovery of either overpayments or underpayments to an employee shall be made retroactively except for the six (6) month period immediately preceding discovery of the pay error. This provision shall apply regardless of whether the error was made by the employee, the appointing authority or designee, the Director of Human Resources or designee, or the Auditor-Controller or designee. Recovery of fraudulently accrued over or underpayments are excluded from this section for both parties. When the County notifies an employee of an overpayment and proposed repayment schedule and the employee wishes to meet with the County, a meeting will be held at which time a repayment schedule, which will be no longer than three (3) times the length of time the overpayment occurred, shall be determined. If requested by the employee, an Association representative may be present at the meeting with management to discuss a repayment schedule. SECTION 26 - PROVISIONAL APPOINTMENT DSA MGMT UNIT - 69 - 2019 – 2023 MOU SECTION 26 - PROVISIONAL APPOINTMENT Whenever an appointing authority makes a request for personnel to fill a position in a class for which no reemployment or employment list is available, or in a class for which no eligible or insufficient eligibles to complete the certification will accept appointment to the position, the Director of Human Resources may authorize the appointing authority to appoint any person who possesses the minimum qualifications for the class as set forth in the class specifications, provided that the names of eligibles available and the names of persons who have indicated their intention to take the next examination for the class shall be referred to the appointing authority at the time authorization is issued. In no case shall a permanent position be filled by a provisional appointment for a period exceeding six (6) calendar months except under the following conditions: a. If an examination has been announced for the class and recruitment of applicants is in process, the Director of Human Resources may authorize a continuation of provisional appointments until an eligible list is established. b. In case of a provisional appointment to a permanent position vacated by a leave of absence, such provisional appointment may be continued for the duration of said leave. A provisional appointment shall be terminated within thirty (30) days after the date of certification of eligibles from an appropriate eligible list. All decisions of the Director of Human Resources relative to provisional appointments are final. Before filling a position by a provisional appointment, the appointing authority shall post notice and shall consider current qualified employees for the appointment. Only if there are insufficient internal applicants to constitute a full certification may the appointing authority consider applicants from outside County service. SECTION 27 - PERSONNEL FILES An employee shall have the right to inspect and review any official record(s) relating to his or her performance as an employee or to a grievance concerning the employee which is kept or maintained by the County in the employee's personnel file in the Human Resources Department or in the employee's personnel file in their department. The contents of such records shall be made available to the employee for inspection and review at reasonable intervals during the regular business hours of the County. SECTION 28 - SERVICE AWARDS DSA MGMT UNIT - 70 - 2019 – 2023 MOU The County shall provide an opportunity for the employee to respond in writing to any information which is in the employee's personnel file about which he or she disagrees. Such response shall become a permanent part of the employee's personnel record. The employee shall be responsible for providing the written responses to be included as part of the employee's official personnel file. This section does not apply to the records of an employee relating to the investigation of a possible criminal offense, medical records and information or letters of reference. All documents pertaining to disciplinary actions shall be placed in an official personnel file maintained by the Human Resources Department or in an official personnel file maintained by their department. Copies of written reprimands or memoranda pertaining to an employee's unsatisfactory performance which are to be placed in the employee's personnel file shall be given to an employee who shall have the right to respond in writing to said documents. Copies of letters of commendation which are to be placed in the employee's personnel file will be given to the employee. Employees have the right to review their official personnel files which are maintained in the Human Resources Department or by their department. In a case involving a grievance or disciplinary action, the employee's designated representative may also review his or her personnel file with specific written authorization from the employee. The Association will be given a list of all types of personnel files maintained by the Sheriff. SECTION 28 - SERVICE AWARDS The County shall continue its present policy with respect to service awards including time off; provided, however, that the type of award given shall be at the sole discretion of the County. The following procedures shall apply with respect to service awards: a. Presentation Before the Board of Supervisors. An employee with twenty (20) or more years of service may go before the Board of Supervisors to receive his/her Service Award. When requested by a department, the Human Resources Department will make arrangements for the presentation ceremony before the Board of Supervisors and notify the department as to the time and date of the Board meeting. b. Service Award Day Off. Employees with fifteen (15) or more years of service are entitled to take a day off with pay at each five (5) year anniversary. SECTION 29 - REIMBURSEMENT FOR MEAL EXPENSES & CHARGE FOR DETENTION DIVISION MEALS 29.1 Reimbursement for Meal Expenses. Employees shall be reimbursed for meal expenses under the following circumstances and in the amount specified: SECTION 30 - COMPENSATION FOR LOSS OR DAMAGE TO PERSONAL PROPERTY DSA MGMT UNIT - 71 - 2019 – 2023 MOU a. When the employee is required to be out of his/her regular or normal work area during a meal hour because of a particular work assignment and with prior approval of the department head or his designee. b. When the employee is required to stay over to attend consecutive or continuing afternoon and night sessions of a board or commission. c. When the employee is required to incur expenses as host for official guests of the County, work as members of examining boards, official visitors, and speakers or honored guests at banquets or other official functions. Meal costs will be reimbursed only when eaten away from home or away from the facility in the case of employees at 24-hour institutions. Procedures and definitions relative to reimbursement for meal expenses shall be in accordance with the Administrative Bulletin on Expense Reimbursement. 29.2 Charge for Detention Division Meals. Personnel represented by the DSA and permanently assigned to the Detention Division will have fifteen dollars ($15) per month deducted from their pay checks in exchange for meals provided by the Department. The employee may choose not to eat facility food. In that case no fees will be deducted. SECTION 30 - COMPENSATION FOR LOSS OR DAMAGE TO PERSONAL PROPERTY 30.1 Conditions. The loss or damage to personal property of employees is subject to reimbursement under the following conditions: a. The loss or damage must result from an event which is not normally encountered or anticipated on the job and which is not subject to the control of the employee. b. Ordinary wear and tear of personal property used on the job is not compensated. c. Employee tools or equipment provided without the express approval of the department head and automobiles are excluded from reimbursement. d. The loss or damage must have occurred in the line of duty. e. The loss or damage was not a result of negligence or lack of proper care by the employee. f. The personal property was necessarily worn or carried by the employee in order to adequately fulfill the duties and requirements of the job. g. The loss or damage to an employee's dentures or other prosthetic devices did not occur simultaneously with a job connected injury covered by Workers' Compensation. SECTION 31 - UNFAIR LABOR PRACTICE DSA MGMT UNIT - 72 - 2019 – 2023 MOU h. The amount of reimbursement shall be limited to the actual cost to repair damages. Reimbursement for items damaged beyond repair shall be limited to the actual value of the item at the time of loss or damage but not more than the original cost. I. The burden of proof of loss rests with the employee. j. Claims for reimbursement must be processed in accordance with the Administrative Bulletin on Compensation for Loss or Damage to Personal Property. 30.2 Policies & Practices. The employer will continue its present policies and practices with regard to loss or damage to personal property. This MOU provision does not constitute a waiver by the DSA or an affected employee to litigate in court the legality of portions of the policies dealing with limiting reimbursement because of alleged employee negligence or wrongdoing. SECTION 31 - UNFAIR LABOR PRACTICE Either the County or the Association may file an unfair labor practice as defined in Chapter 34-22 of the Board of Supervisors Resolution 81/1165 against the other. Allegations of an unfair labor practice, if not resolved in discussions between the parties, shall be heard by a mutually agreed upon impartial third party. SECTION 32 - LENGTH OF SERVICE DEFINITION (for service awards and vacation accruals) The length of service credits of each employee of the County shall date from the beginning of the last period of continuous County employment (including temporary, provisional, and permanent status, and absences on approved leave of absence). When an employee separates from a permanent position in good standing and within two (2) years is reemployed in a permanent County position, or is reemployed in a permanent County position from a layoff list within the period of layoff eligibility, service credits shall include all credits accumulated at time of separation, but shall not include the period of separation. The Director of Human Resources shall determine these matters based on the employee status records in the Human Resources Department. SECTION 33 - UNIFORM ALLOWANCE/S.W.A.T. UNIFORM 33.1 Uniform Allowance. Effective January 1, 2007, employees eligible for the uniform allowance will receive a total of eight hundred seventy-two dollars ($872) per year. Uniform allowance is paid for the purchase of uniforms and the cleaning and maintenance of uniforms and equipment. SECTION 35 - CRITICAL INCIDENT DSA MGMT UNIT - 73 - 2019 – 2023 MOU 33.2 Uniform Allowance Method of Payment. Employees who are eligible for the uniform allowance will receive such allowance included in their monthly pay warrants. 33.3 S.W.A.T. Uniform. The department shall provide all employees accepted into S.W.A.T. with the necessary uniform and equipment. SECTION 34 - PEACE OFFICER TRAINING INCENTIVE PROGRAM 34.1 Management/Executive P.O.S.T. Certificate. Provisions of Section 17 - Peace Officer Training of the County Salary Regulations are in effect for incumbents in the classes of Captain and Sheriff’s Chief of Forensic Services as follows: a. A permanent career incentive allowance of two and one-half percent (2.5%) monthly base pay shall be awarded for the possession of a Management and/or Executive P.O.S.T. Certificate and possession of an approved Baccalaureate Degree. b. A permanent career incentive allowance of five percent (5%) monthly base pay shall be awarded for the possession of a Management and/or Executive P.O.S.T. Certificate and possession of an approved Master's Degree. 34.2 Advanced P.O.S.T. Certificate. Provisions of Section 17 Peace Officer Training of the County Salary Regulations are in effect for incumbents in the classes of Lieutenant (6XHA), Administrative Lieutenant (6XHB) and Deputy Sheriff Forensic Manager (6DGA) as follows: a. A permanent career incentive allowance of two and one-half percent (2.5%) monthly base pay shall be awarded for the possession of an Advanced P.O.S.T. Certificate and possession of an approved Baccalaureate Degree. Effective April 1, 2002, Lieutenants will be eligible to receive an additional two and one-half percent (2.5%) of monthly base pay for the possession of an Advanced P.O.S.T. Certificate. b. A permanent career incentive allowance of five percent (5%) monthly base pay shall be awarded for the possession of an Advanced P.O.S.T. Certificate and possession of an approved Master's Degree. 34.3 Intermediate P.O.S.T. Certificate. Effective January 1, 2014, permanent full- time employees in the classifications of Lieutenant (6XHA), Administrative Lieutenant (6XHB), and Captain (6XDA) in the Sheriff's Department will receive a career incentive allowance of two and one-half percent (2.5%) of base pay per month for the possession of a valid intermediate P.O.S.T. certificate. SECTION 35 - CRITICAL INCIDENT SECTION 37 - ADOPTION DSA MGMT UNIT - 74 - 2019 – 2023 MOU In the event the act or omission of a sworn officer causes the death or serious injury of another person, the officer's Division Commander shall place the employee on Administrative Leave (with pay) for the forty-eight (48) hours immediately following the incident. SECTION 36 – DISPATCH REOPENER The parties agree to reopen those provisions of this M.O.U. pertaining to the terms and conditions of employment for the Sheriff’s Communication Center Director classification in the event of a consolidation of Sheriff Dispatch operations with Fire Dispatch operations. SECTION 37 - ADOPTION The provisions of this MOU shall be made applicable on the dates indicated and upon approval by the Board of Supervisors. Resolutions and Ordinances, where necessary, shall be prepared and adopted in order to implement these provisions. It is understood that where it is determined that an Ordinance is required to implement any of the foregoing provisions, said provisions shall become effective upon the first day of the month following thirty (30) days after such Ordinance is adopted. SECTION 38 - SCOPE OF AGREEMENT & SEVERABILITY OF PROVISIONS 38.1 Scope of Agreement. Except as otherwise specifically provided herein, this MOU fully and completely incorporates the understanding of the parties hereto and constitutes the sole and entire agreement between the parties in any and all matters subject to meet and confer. Neither party shall, during the term of this MOU, demand any change herein, provided that nothing herein shall prohibit the parties from changing the terms of this MOU by mutual agreement. Any past side letters or any other agreements that are not incorporated into or attached to this MOU are deemed expired upon approval of this MOU by the Board of Supervisors. The Union understands and agrees that the County is not obligated to meet and confer regarding wages, hours or conditions of employment during the term of this extended agreement, except as otherwise required by law. 38.2 Severability of Provisions. Should any section, clause or provision of this MOU be declared illegal, unlawful or unenforceable, by final judgment of a court of competent jurisdiction, such invalidation of such section, clause or provision shall not invalidate the remaining portions hereof, and such remaining portions shall remain in full force and effect for the duration of this MOU. 38.3 Personnel Management Regulations. Where a specific provision contained in a section of this MOU conflicts with a specific provision contained in a section of the Personnel Management Regulations, the provision of this MOU shall prevail. It is SECTION 38 - SCOPE OF AGREEMENT & SEVERABILITY OF PROVISIONS DSA MGMT UNIT - 75 - 2019 – 2023 MOU recognized, however, that certain provisions of the Personnel Management Regulations may be supplementary to the provisions of this MOU or deal with matters not within the scope of representation and as such remain in full force and effect. 38.4 Duration of Agreement. This Agreement shall continue in full force and effect from July 1, 2019 to and including June 30, 2023. DEPUTY SHERIFFS ASSOCIATION MANAGEMENT UNIT ATTACHMENT A. CLASS AND SALARY LISTING ATTACHMENT A DEPUTY SHERIFFS ASSOCIATION MANAGEMENT UNIT CLASS AND SALARY LISTING Effective 7/1/2019 Salary Range Job Code Classification Flex Staff (F) / Deep Class (D) From To 6XHB Administrative Lieutenant** $9,804.79 $12,513.67 6XHA Lieutenant** $11,556.33 $14,749.13 6XDA Captain** $10,363.80 $13,227.12 6DGA Deputy Sheriff-Forensic Manager** $9,804.79 $12,513.67 6DDB Sheriff's Chief Of Forensic Services** $12,130.82 $15,482.35 64NC Sheriff's Communication Center Director $7,543.26 $9,168.88 64VA Sheriff’s Crime Analyst $5,750.91 $6,990.27 **Safety Classifications DSA MGMT - i - 2019-2023 DEPUTY SHERIFFS ASSOCIATION MANAGEMENT UNIT SUBJECT INDEX Accrual (Sick Leave) .................................................................................................... 24 Accrual During Leave Without Pay .............................................................................. 32 Administration of Sick Leave ........................................................................................ 26 Adoption ....................................................................................................................... 74 Advance Notice .............................................................................................................. 6 Advanced P.O.S.T. Certificate ..................................................................................... 74 Anniversary Dates .......................................................................................................... 9 Annual Management Administrative Leave .................................................................. 50 Appeal of Denial ........................................................................................................... 38 Assignment of Classes to Bargaining Units ................................................................... 6 Association Business ..................................................................................................... 4 Association Recognition ................................................................................................. 4 Association Representatives .......................................................................................... 8 Association Security ....................................................................................................... 4 Attendance at Meetings ................................................................................................. 8 Benefits & Allowances .................................................................................................. 50 Bilingual Pay Differential .............................................................................................. 49 CalPERS Health Plan Monthly Premium Subsidy ........................................................ 40 Cause for Disciplinary Action ....................................................................................... 58 Charge for Detention Division Meals ............................................................................ 71 Coerced Resignations .................................................................................................. 58 Communicating With Employees ................................................................................... 5 Compensation Complaints ........................................................................................... 62 Compensation for Loss or Damage to Personal Property ............................................ 71 Compensation for Portion of Month ............................................................................. 11 Competitive Exam ........................................................................................................ 56 Constructive Resignation ............................................................................................. 57 Contra Costa Health Plan (CCHP) ............................................................................... 40 Corrective Counseling System ..................................................................................... 63 Critical Incident ............................................................................................................. 74 Days and Hours of Work .............................................................................................. 15 Deferred Compensation ............................................................................................... 48 Deferred Compensation Plan – Loan Provision ........................................................... 48 Dental Plan ................................................................................................................... 41 Department Investigations ........................................................................................... 64 Dependent Care Assistance Program .......................................................................... 45 Differentials .................................................................................................................. 49 Disability ....................................................................................................................... 27 Dismissal, Suspension & Demotion ............................................................................. 58 Dual Coverage ............................................................................................................. 44 Dues Deduction .............................................................................................................. 4 Duration of Agreement ................................................................................................. 75 DSA MGMT - ii - 2019-2023 Effective Resignation ................................................................................................... 57 Employee Assistance Program .................................................................................... 44 Entrance Salary .............................................................................................................. 9 Family and Medical Leave Act (FMLA) and/or California Family Rights Act (CFRA) ... 33 General Wages .............................................................................................................. 8 General Administration – Leaves of Absence .............................................................. 33 General Terms & Conditions of Employment/Management Benefits ........................... 48 Group Health Plan Coverage ....................................................................................... 35 Health Benefits for Employees Not Otherwise Covered ............................................... 45 Health Care Spending Account .................................................................................... 45 Health Plan ................................................................................................................... 39 Holidays ....................................................................................................................... 21 Holidays Observed ....................................................................................................... 21 Incentives ..................................................................................................................... 48 Increments Within Range ............................................................................................. 10 Intermediate P.O.S.T Certificate .................................................................................. 74 Jury Duty ...................................................................................................................... 38 Labor/Management Committee .................................................................................... 64 Layoff During Probation ............................................................................................... 47 Leave of Absence ........................................................................................................ 32 Leave Without Pay ....................................................................................................... 32 Leave Without Pay – Use of Accruals .......................................................................... 36 Leaves & Pay for Time Not Worked ............................................................................. 50 Length of Service Definition (for service awards and vacation accruals) ..................... 72 Letters of Reprimand .................................................................................................... 62 Life Insurance Benefit Under Health and Dental Plans ................................................ 42 Life Insurance Contribution .......................................................................................... 42 Management Complaint Procedure ............................................................................. 60 Management/Executive P.O.S.T. Certificate ................................................................ 73 Medical, Dental & Life Insurance ................................................................................. 39 Merit Board ................................................................................................................... 62 Mileage ......................................................................................................................... 68 Military Leave ............................................................................................................... 36 No Discrimination ........................................................................................................... 7 New Employee Orientation............................................................................................. 7 Official Representatives ................................................................................................. 8 Officer of the Day Program .......................................................................................... 55 Open Exam .................................................................................................................. 56 Orthodontia Coverage .................................................................................................. 41 DSA MGMT - iii - 2019-2023 Part-Time Compensation ............................................................................................. 10 Pay for Work in Higher Classification ........................................................................... 13 Pay Warrant Errors ...................................................................................................... 68 Peace Officer Training Incentive Program ................................................................... 73 Personnel Files ............................................................................................................ 70 Personnel Management Regulations ........................................................................... 75 Physical Examination ................................................................................................... 57 Position Reclassification .............................................................................................. 11 Pregnancy Disability Leave .......................................................................................... 35 Premium Payments ...................................................................................................... 42 Probationary Period ..................................................................................................... 46 Promotion ..................................................................................................................... 56 Promotion Via Reclassification Without Exam ............................................................. 56 Provisional Appointment .............................................................................................. 69 Reassignment of Laid Off Employees .......................................................................... 20 Recognition .................................................................................................................... 4 Reimbursement for Meal Expenses ............................................................................. 71 Rejection During Probation .......................................................................................... 46 Requirements for Promotional Standing ...................................................................... 56 Resignation in Good Standing ..................................................................................... 57 Resignations ................................................................................................................ 57 Retirement Contribution ............................................................................................... 65 Retirement Coverage ................................................................................................... 42 Return From Leave of Absence ................................................................................... 37 Revised Probationary Period ........................................................................................ 46 Revocation ................................................................................................................... 58 Safety ........................................................................................................................... 68 Salaries .......................................................................................................................... 8 Scope of Agreement .................................................................................................... 74 Seniority Credits ........................................................................................................... 57 Service Awards ............................................................................................................ 70 Severability of Provisions ............................................................................................. 75 Special Employment Lists ............................................................................................ 20 Sick Leave .................................................................................................................... 24 Skelly Requirements .................................................................................................... 59 Strike/Work Stoppage .................................................................................................. 62 S.W.A.T. Uniform ......................................................................................................... 73 Terms & Conditions of Employment ............................................................................. 53 Time Reporting and Pay Practices Waiver .................................................................. 56 Time Reporting/Time Stamping ................................................................................... 16 Transfer ........................................................................................................................ 12 Unauthorized Absence ................................................................................................. 38 Unfair Labor Practice ................................................................................................... 72 Uniform Allowance ....................................................................................................... 73 Union Release Time Bank - Limited Pilot Program ........................................................ 8 Use of County Buildings ................................................................................................. 5 DSA MGMT - iv - 2019-2023 Vacation Accrual Rates ................................................................................................ 23 Vacation Buy Back ....................................................................................................... 51 Vacation Leave ............................................................................................................ 23 Vision Plan ................................................................................................................... 40 Witness Duty ................................................................................................................ 39 Workers’ Compensation ............................................................................................... 30 Workers’ Compensation & Continuing Pay for Non-Sworn Employees ....................... 30 Workforce Reduction ................................................................................................... 16 MEMORANDUM OF UNDERSTANDING BETWEEN CONTRA COSTA COUNTY AND DEPUTY SHERIFFS ASSOCIATION RANK & FILE UNIT JULY 1, 2019 – JUNE 30, 2023 DSA R&F 2019-2023 i DEPUTY SHERIFFS ASSOCIATION RANK & FILE TABLE OF CONTENTS SECTION 1 RECOGNITION 1.1 Association Recognition ............................................................................. 4 1.2 Association Business .................................................................................. 4 SECTION 2 ASSOCIATION SECURITY 2.1 Dues Deduction .......................................................................................... 4 2.2 Communicating With Employees ................................................................ 4 2.3 Use of County Buildings .............................................................................. 5 2.4 Advance Notice ........................................................................................... 6 2.5 Assignment of Classes To Bargaining Units .............................................. 6 2.6 New Employee Orientation ......................................................................... 6 SECTION 3 NO DISCRIMINATION ................................................................................ 7 SECTION 4 OFFICIAL REPRESENTATIVES 4.1 Attendance at Meetings .............................................................................. 7 4.2 Association Representatives ...................................................................... 8 4.3 DSA President ............................................................................................. 8 4.4 Union Release Time Bank-Limited Pilot Program ...................................... 8 SECTION 5 SALARIES 5.1 General Wages ........................................................................................... 9 5.2 Entrance Salary ........................................................................................... 9 5.3 Anniversary Dates ..................................................................................... 10 5.4 Increments Within Range ......................................................................... 10 5.5 Part-Time Compensation .......................................................................... 11 5.6 Compensation for Portion of Month .......................................................... 11 5.7 Position Reclassification ........................................................................... 11 5.8 Salary Reallocation & Salary On Reallocation ......................................... 12 5.9 Salary on Promotion .................................................................................. 12 5.10 Salary on Involuntary Demotion ................................................................ 13 5.11 Salary on Voluntary Demotion .................................................................. 13 5.12 Transfer ..................................................................................................... 13 5.13 Pay for Work in a Higher Class................................................................. 13 5.14 Payment/Direct Deposit ............................................................................ 14 SECTION 6 DAYS AND HOURS OF WORK 6.1 Definitions ................................................................................................. 16 6.2 Time Changes: Pacific Standard Time/Daylight Savings Time ............... 17 6.3 Time Reporting/Time Stamping ................................................................ 17 6.4 Time Reporting and Pay Practices Waiver ............................................... 18 SECTION 7 OVERTIME AND COMPENSATORY TIME 7.1 Overtime .................................................................................................... 18 7.2 Compensatory Time .................................................................................. 18 7.3 Straight Time Pay ...................................................................................... 19 7.4 Court Appearance Overtime ..................................................................... 19 7.5 Deputy Sheriff-Coroner Overtime ............................................................. 19 7.6 Sergeant Overtime Pay ............................................................................. 19 DSA R&F 2019-2023 ii SECTION 8 CALL BACK TIME .................................................................................... 20 SECTION 9 ON-CALL DUTY ....................................................................................... 20 SECTION 10 SHIFT DIFFERENTIAL ............................................................................. 20 SECTION 11 SENIORITY, WORKFORCE REDUCTION, LAYOFF & REASSIGNMENT 11.1 Workforce Reduction ................................................................................ 22 11.2 Separation Through Layoff ....................................................................... 23 11.3 Notice ........................................................................................................ 25 11.4 Special Employment Lists ......................................................................... 26 11.5 Reassignment of Laid Off Employees ...................................................... 26 SECTION 12 HOLIDAYS 12.1 Holidays Observed .................................................................................... 26 12.2 Holiday is NOT Worked and Holiday Falls on Scheduled Work Day ....... 27 12.3 Holiday is NOT Worked and Holiday Falls on Scheduled Day Off ........... 28 12.4 Holiday is WORKED and Holiday Falls on Scheduled Work Day ............ 29 12.5 Holiday is Worked and Holiday Falls on Scheduled Day Off ................... 30 12.6 Permanent Intermittent Employees .......................................................... 31 12.7 Holiday and Compensatory Time Provisions ............................................ 31 SECTION 13 VACATION LEAVE 13.1 Vacation Allowance ................................................................................... 32 13.2 Vacation Accrual Rates............................................................................. 32 13.3 Accrual During Leave Without Pay ........................................................... 33 13.4 Vacation Allowance for Separated Employees ........................................ 34 13.5 Pro-rated Accruals .................................................................................... 34 13.6 Vacation Leave on Reemployment From a Layoff List ............................. 34 13.7 Recovery of Vacation Accrual Overpayments/Underpayments ............... 34 13.8 Maximum Vacation Accrual ...................................................................... 34 SECTION 14 SICK LEAVE 14.1 Purpose ..................................................................................................... 35 14.2 Accrual ...................................................................................................... 35 14.3 Administration of Sick Leave .................................................................... 37 14.4 Disability .................................................................................................... 38 14.5 Workers’ Compensation ........................................................................... 40 14.6 Worker’s Comp & Continuing Pay for Non-Sworn Employees................. 41 14.7 Labor-Management Committee ................................................................ 43 14.8 Accrual During Leave Without Pay ........................................................... 43 SECTION 15 LEAVE OF ABSENCE 15.1 Leave Without Pay .................................................................................... 43 15.2 General Administration – Leaves of Absence .......................................... 43 15.3 Family and Medical Leave Act (FMLA) and/or California Family Rights Act (CFRA) ................................................................................................ 44 15.4 Pregnancy Disability Leave ....................................................................... 46 15.5 Group Health Plan Coverage .................................................................... 46 15.6 Leave Without Pay - Use of Accruals ....................................................... 47 15.7 Military Leave ............................................................................................ 47 15.8 Return From Leave of Absence ................................................................ 47 15.9 Appeal of Denial ........................................................................................ 48 15.10 Salary Review While on LOA .................................................................... 48 15.11 Unauthorized Absence .............................................................................. 48 DSA R&F 2019-2023 iii SECTION 16 JURY DUTY AND WITNESS DUTY 16.1 Jury Duty ................................................................................................... 49 16.2 Witness Duty ............................................................................................. 50 SECTION 17 MEDICAL, DENTAL, AND LIFE INSURANCE 17.1 Health Plan ................................................................................................ 50 17.2 Contra Costa Health Plan (CCHP) ........................................................... 50 17.3 CalPERS Health Plan Monthly Premium Subsidy .................................... 50 17.4 Dental Plan ................................................................................................ 51 17.5 Dental Plan Contribution ........................................................................... 51 17.6 Orthodontia Coverage ............................................................................... 52 17.7 Rate Information........................................................................................ 52 17.8 Life Insurance Benefit Under Health and Dental Plans ............................ 52 17.9 Life Insurance Contribution ....................................................................... 52 17.10 Premium Payments ................................................................................... 52 17.11 Extended Coverage .................................................................................. 53 17.12 Retirement Coverage ................................................................................ 53 17.13 Dual Coverage .......................................................................................... 54 17.14 Employee Assistance Program ................................................................. 55 17.15 Health Care Spending Account ................................................................ 55 17.16 Dependent Care Assistance Program ...................................................... 55 17.17 Premium Conversion Plan ........................................................................ 56 17.18 Computer Vision Care (CVC) Users Eye Exam ....................................... 56 17.19 Prevailing Section ..................................................................................... 56 SECTION 18 PROBATIONARY PERIOD 18.1 Length of Probation ................................................................................... 56 18.2 Revised Probationary Period .................................................................... 57 18.3 Criteria ....................................................................................................... 57 18.4 Rejection During Probation ....................................................................... 57 18.5 Regular Appointment ................................................................................ 58 18.6 Layoff During Probation ............................................................................ 58 18.7 Rejection During Probation Of Laid Off Employee ................................... 58 18.8 Probationary Deputy Sheriffs into Investigation Division .......................... 59 SECTION 19 PROMOTION 19.1 Competitive Exam ..................................................................................... 59 19.2 Promotion Policy ....................................................................................... 59 19.3 Certification Rules ..................................................................................... 59 19.4 Open Exam ............................................................................................... 59 19.5 Promotion Via Reclassification Without Examination............................... 59 19.6 Requirements for Promotional Standing ................................................... 60 19.7 Seniority Credits ........................................................................................ 60 19.8 Physical Examination ................................................................................ 60 SECTION 20 WORK SCHEDULING 20.1 Shift Assignment Scheduling .................................................................... 60 20.2 Patrol, Detention, Technical Svcs & Court Security Div. Scheduling ....... 60 20.3 Transportation Bureau .............................................................................. 64 20.4 Investigation Division Home Garaging ..................................................... 64 20.5 Investigations Division Scheduling ........................................................... 64 20.6 Classification Scheduling .......................................................................... 64 20.7 Internal Affairs Scheduling ........................................................................ 64 20.8 Selection of Shifts ..................................................................................... 64 20.9 Length of Shift ........................................................................................... 64 20.10 Transfers ................................................................................................... 64 DSA R&F 2019-2023 iv 20.11 Court Security/Detention Time .................................................................. 64 20.12 Dispatcher Reopener ................................................................................ 64 SECTION 21 TRANSFER 21.1 Criteria ....................................................................................................... 64 21.2 Procedure .................................................................................................. 65 21.3 Sheriff’s Aides/Specialist Transfers .......................................................... 65 SECTION 22 RESIGNATIONS 22.1 Resignation in Good Standing .................................................................. 66 22.2 Constructive Resignation .......................................................................... 66 22.3 Effective Resignation ................................................................................ 66 22.4 Revocation ................................................................................................ 66 22.5 Coerced Resignations............................................................................... 66 SECTION 23 DISMISSAL, SUSPENSION & DEMOTION 23.1 Cause for Disciplinary Action .................................................................... 67 23.2 Skelly Requirements – Notice of Proposed Action (Skelly Notice) .......... 68 23.3 Employee Response ................................................................................. 68 23.4 Leave Pending Employee Response ....................................................... 69 23.5 Length of Suspension ............................................................................... 69 23.6 Procedure on Dismissal, Suspension or Disciplinary Demotion .............. 69 SECTION 24 GRIEVANCE PROCEDURE 24.1 Definition ................................................................................................... 69 24.2 Notice to Association ................................................................................ 71 24.3 Immediate Arbitration ................................................................................ 71 24.4 Compensation Complaints ........................................................................ 73 24.5 Strike/Work Stoppage ............................................................................... 73 24.6 Merit Board ................................................................................................ 73 24.7 Filing by Association ................................................................................. 74 24.8 Letters of Reprimand ................................................................................ 74 24.9 Corrective Counseling System.................................................................. 74 SECTION 25 PERSONNEL FILES ................................................................................ 75 SECTION 26 RETIREMENT CONTRIBUTION 26.1 Payment of Employee Contributions ........................................................ 76 26.2 Safety Retirement Tier Elections .............................................................. 76 26.3 Tier A-Thirty Years of Continuous Service as a Safety Member .............. 78 26.4 Safety Retirement Tier C .......................................................................... 78 26.5 Safety Retirement-Sworn Employees ....................................................... 79 26.6 Retirement Benefit-Non-Sworn ................................................................. 79 SECTION 27 PREMIUM PAYS 27.1 Non-Sworn Training Officer Program ....................................................... 80 27.2 Lead Deputy Sheriff/Corporal Assignment ............................................... 80 27.3 Hazard Pay for Non-Sworn Detention Division ......................................... 80 27.4 Investigations and Special Investigations Unit ......................................... 80 27.5 Forensic Services ..................................................................................... 81 27.6 Sheriff’s Dispatcher P.O.S.T. Certificates................................................. 81 SECTION 28 PEACE OFFICER TRAINING (P.O.S.T.) 28.1 Incentive Program - Purposes .................................................................. 81 28.2 Incentive Program - Definitions ................................................................. 81 28.3 Incentive Program - Intermediate Certificate ............................................ 82 DSA R&F 2019-2023 v 28.4 Incentive Program - Advanced Certificate ................................................ 82 28.5 Incentive Program - Pay Status ................................................................ 82 SECTION 29 UNIFORMS 29.1 Uniform Allowance .................................................................................... 82 29.2 Uniform Allowance Method of Payment.................................................... 82 29.3 S.W.A.T. Uniform ...................................................................................... 82 29.4 Criminalists ................................................................................................ 82 SECTION 30 BILINGUAL PAY ...................................................................................... 83 SECTION 31 COMPENSATION FOR OFF-DUTY CANINE CARE ............................... 83 SECTION 32 DEFERRED COMPENSATION PLAN ..................................................... 84 SECTION 33 LUNCH PERIOD ....................................................................................... 85 SECTION 34 REIMBURSE FOR MEAL EXP/CHARGES FOR DET. DIV. MEALS ...... 85 SECTION 35 COMPENSATION FOR LOSS/DAMAGE TO PERSONAL PROPERTY 35.1 Conditions ................................................................................................. 86 35.2 Policies & Practices .................................................................................. 87 SECTION 36 PAY WARRANT ERRORS ....................................................................... 87 SECTION 37 SERVICE AWARDS ................................................................................. 87 SECTION 38 LENGTH OF SERVICE DEF. (for service awards and vacation accruals) ..... 88 SECTION 39 SAFETY .................................................................................................... 88 SECTION 40 MILEAGE .................................................................................................. 88 SECTION 41 CRITICAL INCIDENT ............................................................................... 88 SECTION 42 DEPARTMENT INVESTIGATIONS .......................................................... 89 SECTION 43 PERMANENT PART-TIME EMPLOYEE BENEFITS ............................... 89 SECTION 44 PERMANENT-INTERMITTENT EMPLOYEE BENEFITS ....................... 89 SECTION 45 HEALTH BEN FOR EMPLOYEES NOT OTHERWISE COVERED ........ 89 SECTION 46 PROVISIONAL APPOINTMENT .............................................................. 89 SECTION 47 LABOR/MANAGEMENT COMMITTEE .................................................... 90 SECTION 48 UNFAIR LABOR PRACTICE ................................................................... 90 SECTION 49 ADOPTION ............................................................................................... 90 DSA R&F 2019-2023 vi SECTION 50 SCOPE OF AGREEMENT AND SEVERABILITY OF PROVISIONS 50.1 Scope of Agreement ................................................................................. 91 50.2 Severability of Provisions .......................................................................... 91 50.3 Personnel Management Regulations ....................................................... 91 50.4 Duration of Agreement .............................................................................. 91 SECTION 51 PAST PRACTICES/EXISTING MEMORANDA OF UNDERSTANDING ................................................... 91 ATTACHMENTS MEMORANDUM OF UNDERSTANDING BETWEEN CONTRA COSTA COUNTY AND DEPUTY SHERIFFS ASSOCIATION RANK & FILE UNIT This Memorandum of Understanding (MOU) is entered into pursuant to the authority contained in Board of Supervisors Resolution 81/1165 and has been jointly prepared by the parties. The Employee Relations Officer (County Administrator) is the representative of Contra Costa County in employer-employee relations matters as provided in Board of Supervisors Resolution 81/1165, Section 34-8.012. The parties have met and conferred in good faith regarding wages, hours and other terms and conditions of employment for the employees in units in which the Association is the recognized representative, have freely exchanged information, opinions and proposals and have endeavored to reach agreement on all matters relating to the employment conditions and employer-employee relations covering such employees. This MOU shall be presented to the Contra Costa County Board of Supervisors as the joint recommendations of the undersigned for salary and benefits for the term as set forth herein. DEFINITIONS DSA RANK & FILE - 2 - 2019 – 2023 MOU DEFINITIONS Appointing Authority: Department Head unless otherwise provided by statute or ordinance. Association: Deputy Sheriffs Association (DSA). Class: A group of positions sufficiently similar with respect to the duties and responsibilities that similar selection procedures and qualifications may apply and that the same descriptive title may be used to designate each position allocated to the group. Class Title: The designation given to a class, to each position allocated to the class, and to the employees allocated to the class. County: Contra Costa County. Demotion: The change of a permanent employee to another position in a class allocated to a salary range for which the top step is lower than the top step of the class which the employee formerly occupied except as provided for under "Transfer" or as otherwise provided for in this MOU, in the Personnel Management Regulations, or in specific resolutions governing deep classifications. Director of Human Resources: The person designated by the County Administrator to serve as the Assistant County Administrator-Director of Human Resources. Eligible: Any person whose name is on an employment or reemployment or layoff list for a given classification. Employee: A person who is an incumbent of a position or who is on leave of absence in accordance with provisions of this MOU and whose position is held pending his/her return. Employment List: A list of persons who have been found qualified for employment in a specific class. Layoff List: A list of persons who have occupied positions allocated to a class in the Merit System and who have been involuntarily separated by layoff or displacement or have voluntarily demoted in lieu of layoff. Permanent-Intermittent Position: Any position which requires the services of an incumbent for an indefinite period but on an intermittent basis, as needed, paid on an hourly basis. Permanent Part-Time Position: Any position which will require the services of an incumbent for an indefinite period but on a regularly scheduled less than full time basis. DEFINITIONS DSA RANK & FILE - 3 - 2019 – 2023 MOU Permanent Position: Any position which has required, or which will require the services of an incumbent without interruption, for an indefinite period. Project Employee: An employee who is engaged in a time limited program or service by reason of limited or restricted funding. Such positions are typically funded from outside sources but may be funded from County revenues. Project employees are not covered by the Merit System and may be terminated at any time without regard to the provisions of this Memorandum of Understanding, and without right of appeal or hearing or recourse to the grievance procedure specified herein. Any provision of this Memorandum of Understanding which pertains to layoff or seniority are not applicable to project employees. Promotion: The change of a permanent employee to another position in a class allocated to a salary range for which the top step is higher than the top step of the class which the employee formerly occupied, except as provided for under "Transfer" or as otherwise provided for in this MOU, in the Personnel Management Regulations, or in specific resolutions governing deep classes. Position: The assigned duties and responsibilities calling for the regular full time, part- time or intermittent employment of a person. Reallocation: The act of reassigning an individual position from one class to another class at the same range of the salary schedule or to a class which is allocated to another range that is within five (5) percent of the top step, except as otherwise provided for in the Personnel Management Regulations, deep class resolutions or other ordinances. Reclassification: The act of changing the allocation of a position by raising it to a higher class or reducing it to a lower class on the basis of significant changes in the kind, difficulty or responsibility of duties performed in such position. Reemployment List: A list of persons, who have occupied positions allocated to any class in the merit system and, who have voluntarily separated and are qualified for consideration for reappointment under the Personnel Management Regulations governing reemployment. Resignation: The voluntary termination of permanent service with the County from a position in the merit system. Temporary Employment: Any employment in the merit system which will require the services of an incumbent for a limited period of time, paid on an hourly basis, not in an allocated position or in permanent status. Transfer: The change of an employee who has permanent status in a position to another position in the same class in a different department, or to another position in a class which is allocated to a range on the salary plan that is within five percent (5%) of the top step as the class previously occupied by the employee. SECTION 1 - RECOGNITION DSA RANK & FILE - 4 - 2019 – 2023 MOU SECTION 1 - RECOGNITION 1.1 Association Recognition. The Association is the formally recognized employee organization for the Deputy Sheriffs Rank & File Unit and such organization has been certified as such pursuant to Chapter 34-12 of Board of Supervisor's Resolution 81/1165. 1.2 Association Business. All elected members of the Board of the governing body of the DSA and any general member having agendized business before the Board requiring the member's personal appearance may be allowed to attend said Board meeting during duty hours without any loss of pay or benefit, provided that at least twenty-four (24) hour advance written request is made. The first-line supervisor of the member shall be empowered to grant release time, if the granting of same would not require added costs (i.e., overtime or replacement by a temporary employee). Operational impact will also be considered. SECTION 2 - ASSOCIATION SECURITY 2.1 Dues Deduction. Pursuant to Board of Supervisors’ Resolution No. 81/1165, only a majority representative may have dues deduction and as such the Association has the exclusive privilege of dues deduction for all employees in its units. A. Notification of Dues Deduction Changes. The Association shall regularly provide the County in a manner that has been mutually agreed upon, with the names of employees for whom dues deductions should be initiated, changed, or discontinued pursuant to this section. The Association will submit a spreadsheet in an agreed upon format to the Office of the Auditor-Controller via email. Requests for dues deductions received by the Auditor-Controller by the close of business at least five (5) business days prior to the end of the pay period will be implemented in the following pay period. B. The Association shall indemnify, defend, and save the County harmless against any and all claims, demands, suits, orders, or judgments, or other forms of liability that arise out of or by reason of this Association Security Section, or action taken or not taken by the County under this Section. This includes, but is not limited to, the County's Attorneys' fees and costs. The provisions of this subsection shall not be subject to the grievance procedure. C. The County Human Resources Department shall monthly furnish a list of all new hires to the Association. 2.2 Communicating With Employees. The Association shall be allowed to use designated portions of bulletin boards or display areas in public portions of County buildings or in public portions of offices in which there are employees represented by the Association, provided the communications displayed have to do with official organization business such as times and places of meetings and further provided that SECTION 2 - ASSOCIATION SECURITY DSA RANK & FILE - 5 - 2019 – 2023 MOU the Association appropriately posts and removes the information. The department head reserves the right to remove objectionable materials after notification to and discussion with the Association. Representatives of the Association, not on County time, shall be permitted to place a supply of employee literature at specific locations in County buildings if arranged through the Labor Relations Manager; said representatives may distribute employee organization literature in work areas (except work areas not open to the public) if the nature of the literature and the proposed method of distribution are compatible with the work environment and work in progress. Such placement and/or distribution shall not be performed by on duty employees. The Association shall be allowed access to work locations in which it represents employees for the following purposes: a. to post literature on bulletin boards; b. to arrange for use of a meeting room; c. to leave and/or distribute a supply of literature as indicated above; d. to represent an employee on a grievance, and/or to contact an Association officer on a matter within the scope of representation. In the application of this provision, it is agreed and understood that in each such instance advance arrangements including disclosure of which of the above purposes is the reason for the visit, will be made with the departmental representative in charge of the work area, and the visit will not interfere with County services. 2.3 Use of County Buildings. The Association shall be allowed the use of areas normally used for meeting purposes for meetings of County employees during non-work hours when: a. Such space is available and its use by the Association is scheduled twenty-four (24) hours in advance; b. there is no additional cost to the County; c. it does not interfere with normal County operations; d. employees in attendance are not on duty and are not scheduled for duty; e. the meetings are on matters within the scope of representation. The administrative official responsible for the space shall establish and maintain scheduling of such uses. The Association shall maintain proper order at the meeting, and see that the space is left in a clean and orderly condition. SECTION 2 - ASSOCIATION SECURITY DSA RANK & FILE - 6 - 2019 – 2023 MOU The use of County equipment (other than items normally used in the conduct of business meetings, such as desks, chairs, ashtrays, and blackboards) is prohibited, even though it may be present in the meeting area. 2.4 Advance Notice. The Association shall, except in cases of emergency, have the right to reasonable notice of any ordinance, rule, resolution or regulation directly relating to matters within the scope of representation proposed to be adopted by the Board, or boards and commissions designated by the Board, and to meet with the body considering the matter. The listing of an item on a public agenda, or the mailing of a copy of a proposal at least seventy-two (72) hours before the item will be heard, or the delivery of a copy of the proposal at least twenty-four (24) hours before the item will be heard, shall constitute notice. In cases of emergency when the Board, or boards and commissions designated by the Board determines it must act immediately without such notice or meeting, it shall give notice and opportunity to meet as soon as practical after its action. 2.5 Assignment of Classes to Bargaining Units. The County shall assign new classes in accordance with the following procedure: a. Initial Determination. When a new class title is established, the Labor Relations Manager shall review the composition of existing representation units to determine the appropriateness of including some or all of the employees in the new class in one or more existing representation units, and within a reasonable period of time shall notify all recognized employee organizations of his determination. b. Final Determination. This determination is final unless within ten (10) days after notification a recognized employee organization requests in writing to meet and confer thereon. c. Meet and Confer and Other Steps. The Labor Relations Manager shall meet and confer with such requesting organizations (and with other recognized employee organizations where appropriate) to seek agreement on this matter within sixty (60) days after the ten-day period in Subsection (b), unless otherwise mutually agreed. Thereafter, the procedures in cases of agreement and disagreement, arbitration referral and expenses, and criteria for determination shall conform to those in Subsections (d) through (i) of Section 34-12.008 of Board of Supervisors Resolution 81/1165. 2.6 New Employee Orientation. A. The County will provide a written statement to each new employee hired into a classification in any of the bargaining units represented by the Association, that the employee’s classification is represented by the Association and the name of a representative of the Association. For purposes of this section, a “new employee” is any person not previously represented by the Association who is SECTION 3 - NO DISCRIMINATION DSA RANK & FILE - 7 - 2019 – 2023 MOU hired into a position represented by the Association whether by new hire, transfer or promotion. The department will notify the Association within ten (10) days of hire of the new employee’s name, position, and any personal contact information (including address, phone number, and email) that the County has on record. B. The County will provide written notice of both Employer-wide and department- level new employee orientations (no matter how few participants, and whether in person, online or through other means or mediums) to the Association, at least ten (10) days prior to the event. Where the department holds bi-yearly orientations as a result of Academy graduations, or where the department holds quarterly new employee orientations as part of its onboarding program, the Association may attend those orientations and conduct a presentation in the manner described in this section. C. The new employee orientation notice provided to the Association will include the date, time, and location of the orientation. D. For Department-level new employee orientations, representatives of the Association shall be permitted to make a presentation of up to sixty (60) minutes, and present written materials, during a portion of the orientation. E. A bargaining unit member attending orientation as an Association representative shall be given paid release time sufficient to cover the Association presentation and travel time. The Association will provide the names of any employees who they wish to be released at least 48 hours in advance to the Labor Relations Manager. SECTION 3 - NO DISCRIMINATION There shall be no discrimination because of race, creed, color, national origin, sex, sexual orientation or Association activities against any employee or applicant for employment by the County or by anyone employed by the County; and to the extent prohibited by applicable State and Federal law there shall be no discrimination because of age. There shall be no discrimination against any disabled person solely because of such disability unless that disability prevents the person from meeting the minimum standards established for a position or from carrying out the duties of the position safely. SECTION 4 - OFFICIAL REPRESENTATIVES 4.1 Attendance at Meetings. Employees designated as official representatives of the Association shall be allowed to attend meetings held by County agencies during regular working hours on County time as follows: a. If their attendance is required by the County at a specific meeting; SECTION 5 - SALARIES DSA RANK & FILE - 8 - 2019 – 2023 MOU b. if their attendance is sought by a hearing body for presentation of testimony or other reasons; c. if their attendance is required for meeting(s) scheduled at reasonable times agreeable to all parties required for settlement of grievances filed pursuant to Section 24 - Grievance Procedure of this MOU; d. if they are designated as a grievance representative in which case they may utilize a reasonable time at each level of the proceedings to assist an employee to present a grievance, provided the meetings are scheduled at reasonable times agreeable to all parties; e. if they are designated as spokesperson or representative of the Association and as such make representations or presentations at meetings or hearings on wages, salaries and working conditions; provided in each case advance arrangements for time away from the employee's work station or assignment are made with the appropriate department head or his designee, and the County agency calling the meeting is responsible for determining that the attendance of the particular employee(s) is required. 4.2 Association Representatives. Official representatives of the DSA shall be allowed time off on County time for meetings during regular working hours when formally meeting and conferring in good faith or consulting with the Labor Relations Manager or other management representatives on matters within the scope of representation, provided that the number of such representatives shall not exceed two (2) without prior approval of the Labor Relations Manager, and that advance arrangements for the time away from the work station or assignment are made with the appropriate department head or his designee. 4.3 DSA President. A position has been placed in the Support Services Bureau for the assignment of the current DSA president or by mutual agreement, a designee. The emphasis in duties shall be placed on the Department's support of the County's Human Rights Commission. 4.4 Union Release Time Bank. The County will provide the Association with up to three hundred (300) hours of release time per year for the Association President or their designee to conduct Association business. The three hundred (300) hours of release time is to be shared among all Association Units, including the Management Unit, Rank and File Unit and the Probation and Probation Supervisors Units. SECTION 5 - SALARIES 5.1 General Wages. The base rate of pay for all classifications represented by the Deputy Sheriffs Association, Rank and File Unit, will be increased as follows: SECTION 5 - SALARIES DSA RANK & FILE - 9 - 2019 – 2023 MOU A. Effective July 1, 2019, or the first of the month following 5% adoption by the Board of Supervisors, whichever comes later. B. Effective July 1, 2020 5% C. Effective July 1, 2021 5% D. Effective July 1, 2022 5% E. Employees in sworn classifications listed in Attachment A with at least six (6) steps in the salary range shall be eligible for the sixth salary step in the amount of two and one-half percent (2.5%) upon meeting both of the following two conditions: 1) Have a total of sixty (60) months of Contra Costa County service in a sworn classification in the Office of the Sheriff and 2) have eighteen (18) months at the top step of a salary range in a classification listed in Attachment A – Deputy Sheriffs Association Rank and File Unit Classes-Sworn Unit. Effective January 1, 2017, the sixth salary step described in this paragraph will be increased by two and one-half percent (2.5%) for a total sixth step of five percent (5%) and will remain subject to the same eligibility conditions. F. Effective January 1, 2017, employees in non-sworn classifications listed in Attachment A with at least five (5) steps in the salary range and Sheriff’s Dispatchers II (64WM) will be eligible for an additional salary step in the amount of two and one-half percent (2.5%) upon meeting both of the following two conditions: 1) Have a total of sixty (60) months of Contra Costa County service in the Office of the Sheriff, and 2) Have eighteen (18) months at the top step of a salary range in a classification listed in Attachment A. G. Longevity Pay (Non-Sworn). Effective July 1, 2008, non-sworn employees at ten (10) years of County service shall receive a two and one-half percent (2.5%) longevity pay differential. County agrees to pay such benefit regardless of the term of the MOU. Effective July 1, 2012, non-sworn employees with twenty (20) years of non-sworn County service shall receive an additional longevity pay differential of two percent (2.0%). H. Longevity Pay (Sworn). County and DSA agree to delete the benefits provided for in Section 27 Physical Fitness Health Care in the 1998-2001 MOU, except as it applies to Sheriff’s Aides, and replace it with the following language: Upon completion of fifteen (15) years sworn service, employees shall be eligible for a five percent (5%) base salary differential. Effective July 1, 2012, sworn employees with twenty (20) years of sworn County service, shall receive an additional two percent (2.0%) longevity pay differential. SECTION 5 - SALARIES DSA RANK & FILE - 10 - 2019 – 2023 MOU 5.2 Entrance Salary. New employees shall generally be appointed at the minimum step of the salary range established for the particular class of position to which the appointment is made. However, the appointing authority may fill a particular position at a step above the minimum of the range. 5.3 Anniversary Dates. Except as may otherwise be provided for in deep class resolutions, anniversary dates will be set as follows: a. New Employees. The anniversary date of a new employee is the first day of the calendar month after the calendar month when the employee successfully completes six (6) months service provided however, if an employee began work on the first regularly scheduled workday of the month the anniversary date is the first day of the calendar month when the employee successfully completes six months service. b. Promotions. The anniversary date of a promoted employee is determined as for a new employee in Subsection 5.3.a above. c. Demotions. The anniversary of a demoted employee is the first day of the calendar month after the calendar month when the demotion was effective. d. Transfers, Reallocations and Reclassifications. The anniversary date of an employee who is transferred to another position or one whose position has been reallocated or reclassified to a class allocated to the same salary range or to a salary range which is within five (5) percent of the top step of the previous classification, remains unchanged. e. Reemployments. The anniversary of an employee appointed from a reemployment list to the first step of the applicable salary range and not required to serve a probation period is determined in the same way as the anniversary date is determined for a new employee who is appointed the same date, classification and step and who then successfully completes the required probationary period. f. Notwithstanding other provisions of this Section 5, the anniversary of an employee who is appointed to a classified position from outside the County's merit system at a rate above the minimum salary for the employee's new class, or who is transferred from another governmental entity to this County's merit system, is one (1) year from the first day of the calendar month after the calendar month when the employee was appointed or transferred; provided however, when the appointment or transfer is effective on the employee's first regularly scheduled work day of that month, his/her anniversary is one (1) year after the first calendar day of that month. 5.4 Increments Within Range. The performance of each employee, except those of employees already at the maximum salary step of the appropriate salary range, shall be reviewed on the anniversary date as set forth in Section 5.3 to determine whether the salary of the employee shall be advanced to the next higher step in the salary range. Advancement shall be granted on the affirmative recommendation of the SECTION 5 - SALARIES DSA RANK & FILE - 11 - 2019 – 2023 MOU appointing authority, based on satisfactory performance by the employee. The appointing authority may recommend denial of the increment or denial subject to one additional review at some specified date before the next anniversary which must be set at the time the original report is returned. Upon request by the employee, the appointing authority will provide a written explanation of the decision to deny the increment increase. Except as herein provided, increments within range shall not be granted more frequently than once a year, nor shall more than one (1) step within-range increment be granted at one time, except as otherwise provided in deep-class resolutions. In case an appointing authority recommends denial of the within range increment on some particular anniversary date, but recommends a special salary review at some date before the next anniversary the special salary review shall not affect the regular salary review on the next anniversary date. Nothing herein shall be construed to make the granting of increments mandatory on the County. If the department verifies in writing that an administrative or clerical error was made in failing to submit the documents needed to advance an employee to the next salary step on the first of the month when eligible, said advancement shall be made retroactive to the first of the month when eligible. 5.5 Part-Time Compensation. A part-time employee shall be paid a monthly salary in the same ratio to the full-time monthly rate to which the employee would be entitled as a full-time employee under the provisions of this Section 5 as the number of hours per week in the employee's part-time work schedule bears to the number of hours in the full-time work schedule of the department. 5.6 Compensation for Portion of Month. Any employee who works less than any full calendar month, except when on earned vacation or authorized sick leave, shall receive as compensation for services an amount which is in the same ratio to the established monthly rate as the number of days worked is to the actual working days in such employee's normal work schedule for the particular month; but if the employment is intermittent, compensation shall be on an hourly basis. 5.7 Position Reclassification. An employee who is an incumbent of a position which is reclassified to a class which is allocated to the same range of the basic salary schedule as is the class of the position before it was reclassified, shall be paid at the same step of the range as the employee received under the previous classification. An incumbent of a position which is reclassified to a class which is allocated to a lower range of the basic salary schedule shall continue to receive the same salary as before the reclassification, but if such salary is greater than the maximum of the range of the class to which the position has been reclassified, the salary of the incumbent shall be reduced to the maximum salary for the new classification. The salary of an incumbent of a position which is reclassified to a class which is allocated to a range of the basic salary schedule greater than the range of the class of the position before it was reclassified shall be governed by the provisions of Section 5.9 - Salary on Promotion. SECTION 5 - SALARIES DSA RANK & FILE - 12 - 2019 – 2023 MOU 5.8 Salary Reallocation & Salary on Reallocation. A. In a general salary increase or decrease, an employee in a class which is allocated to a salary range above or below that to which it was previously allocated, when the number of steps remain the same, shall be compensated at the same step in the new salary range the employee was receiving in the range to which the class was previously allocated. If the reallocation is from one salary range with more steps to a range with fewer steps or vice versa, the employee shall be compensated at the step on the new range which is in the same percentage ratio to the top step of the new range as was the salary received before reallocation to the top step of the old range, but in no case shall any employee be compensated at less than the first step of the range to which the class is allocated. B. In the event that a classification is reallocated from a salary range with more steps to a salary range with fewer steps on the salary schedule, apart from the general salary increase or decrease described in 5.8.A above, each incumbent of a position in the reallocated class shall be placed upon the step of the new range which equals the rate of pay received before the reallocation. In the event that the steps in the new range do not contain the same rates as the old range, each incumbent shall be placed at the step of the new range which is next above the salary rate received in the old range, or if the new range does not contain a higher step, at the step which is next lower than the salary received in the old range. C. In the event an employee is in a position which is reallocated to a different class which is allocated to a salary range the same as, above or below the salary range of the employee's previous class, the incumbent shall be placed at the step in the new class which equals the rate of pay received before reallocation. In the event that the steps in the range for the new class do not contain the same rates as the range for the old class, the incumbent shall be placed at the step of the new range which is next above the salary rate received in the old range; or if the new range does not contain a higher step, the incumbent shall be placed at the step which is next lower than the salary received in the old range. D. In the event of reallocation to a deep class, the provisions of the deep class resolution and incumbent salary allocations, if any, shall supersede Section 5.8. 5.9 Salary on Promotion. Any employee who is appointed to a position of a class allocated to a higher salary range than the class previously occupied, except as provided under Section 5.12 shall receive the salary in the new salary range which is next higher than the rate received before promotion. In the event this increase is less than five percent (5%), the employee's salary shall be adjusted to the step in the new range which is at least five percent (5%) greater than the next higher step; provided however that the next step shall not exceed the maximum salary for the higher class. SECTION 5 - SALARIES DSA RANK & FILE - 13 - 2019 – 2023 MOU In the event of the promotion of a laid off employee from the layoff list to the class from which the employee was laid off, the employee shall be appointed at the step which the employee had formerly attained in the higher class unless such step results in an increase of less than five percent (5%), in which case the salary shall be adjusted to the step in the new range which is five percent (5%) greater than the next higher step, if the new range permits such adjustment. 5.10 Salary on Involuntary Demotion. Any employee who is demoted, except as provided under Section 5.12, shall have his/her salary reduced to the monthly salary step in the range for the class of position to which he has been demoted next lower than the salary received before demotion. In the event this decrease is less than five percent (5%), the employee's salary shall be adjusted to the step in the new range which is five percent (5%) less than the next lower step; provided, however, that the next step shall not be less than the minimum salary for the lower class. Whenever the demotion is the result of layoff, cancellation of positions or displacement by another employee with greater seniority rights, the salary of the demoted employee shall be that step on the salary range which he/she would have achieved had he/she been continuously in the position to which he/she has been demoted, all within-range increments having been granted. 5.11 Salary on Voluntary Demotion. Whenever any employee voluntarily demotes to a position in a class having a salary schedule lower than that of the class from which he or she demotes, his or her salary shall remain the same if the steps in his or her new (demoted) salary range permit, and if not, the new salary shall be set at the step next below former salary. 5.12 Transfer. An employee who is transferred from one position to another as described under "Transfer" shall be placed at the step in the salary range of the new class which equals the rate of pay received before the transfer. In the event that the steps in the range for the new class do not contain the same rates as the range for the old class, the employee shall be placed at the step of the new range which is next above the salary rate received in the old range; or if the new range does not contain a higher step, the employee shall be placed at the step which is next lower than the salary received in the old range. If the transfer is to a deep class, the provisions of the deep class resolution on salary of transfers, if any, shall apply in lieu of the above provisions. 5.13 Pay for Work in Higher Classification. When an employee in a permanent position in the merit system is required to work in a classification for which the compensation is greater than that to which the employee is regularly assigned, the employee shall receive compensation for such work at the rate of pay established for the higher classification pursuant to Section 5.9 - Salary on Promotion of this MOU, commencing on the eleventh (11th) work day of the assignment, under the following conditions: SECTION 5 - SALARIES DSA RANK & FILE - 14 - 2019 – 2023 MOU a. The employee is assigned to a program, service, or activity established by the Board of Supervisors which is reflected in an authorized position which has been classified and assigned to the Salary Schedule. b. The nature of the departmental assignment is such that the employee in the lower classification becomes fully responsible for the duties of the position of the higher classification. c. Employee selected for the assignment will normally be expected to meet the minimum qualifications for the higher classification. d. Pay for work in a higher classification shall not be utilized as a substitute for regular promotional procedures provided in this MOU. e. The appropriate authorization form has been submitted by the Department Head and approved by the County Administrator. f. Higher pay assignments shall not exceed six (6) months except through reauthorization. g. If approval is granted for pay for work in a higher classification and the assignment is terminated and later reapproved for the same employee within thirty (30) days no additional waiting period will be required. h. Any incentives (e.g., the education incentive) and special differentials (e.g., bilingual differential and canine differential) accruing to the employee in his/her permanent position shall continue unless the employee is no longer performing the duties which warrant the differentials. i. During the period of work for higher pay in a higher classification, an employee will retain his/her permanent classification, and anniversary and salary review dates will be determined by time in that classification. j. Allowable overtime pay, shift differentials and/or work location differentials will be paid on the basis of the rate of pay for the higher class. 5.14 Payment. On the tenth (10th) day of each month, the Auditor will draw a warrant upon the Treasurer in favor of each employee for the amount of salary due the employee for the preceding month; provided, however, that each employee (except those paid on an hourly rate) may choose to receive an advance on the employee's monthly salary, in which case the Auditor shall, on the twenty-fifth (25th) day of each month, draw his/her warrant upon the Treasurer in favor of such employee. The advance shall be in an amount equal to one-third (1/3) or less (at the option of the employee) of the employee's basic salary of the previous month except that it shall not exceed the amount of the previous month's basic salary less all requested or required deductions. SECTION 5 - SALARIES DSA RANK & FILE - 15 - 2019 – 2023 MOU The election to receive an advance shall be made on or before April 30 or October 31 of each year or during the first month of employment by filing on forms prepared by the Auditor-Controller a notice of election to receive salary advance. Each election shall become effective on the first day of the month following the deadline for filing the notice and shall remain effective until revoked. In the case of an election made pursuant to this Section 5.14 all required or requested deductions from salary shall be taken from the second installment, which is payable on the tenth (10th) day of the following month. Direct Deposit Provisions. No later than July 1, 2002, all employees shall voluntarily authorize and make arrangements for the direct deposit of their paychecks via electronic fund transfer into the financial institution of their choice using forms approved by the Auditor-Controller and subject to Labor Code section 213. Employees will have their payroll advice statements mailed to their address on file with the County. As a condition of continued employment, all employees hired into classifications represented by the DSA on or after July 1, 2002, shall voluntarily authorize and make arrangements for the direct deposit of their paychecks via electronic fund transfer into the financial institution of their choice using forms approved by the Auditor-Controller, subject to Labor Code section 213. Pursuant to Labor Code section 213, an individual employee having provided consent for direct deposit as outlined above, may choose to opt out of direct deposit at a later date. Individual employees that opt-out of direct deposit will have their pay warrant mailed to their address on file with the County under regular County payroll procedures. Direct Mailing of Pay Warrant and Pay Warrant Advice. The County shall distribute pay warrants and/or pay warrant advices via United States mail. Pay warrant and pay warrant advices shall be mailed directly to each employee’s address on file with the County subject to the following: 1. If an employee has not received his/her pay warrant or pay warrant advice five (5) calendar days following the mailing of said warrant or advice, and upon request of the employee, the County shall issue a replacement pay warrant or pay warrant advice within twenty-four (24) hours of receiving the employee’s request for a replacement. 2. Payroll errors shall be corrected as follows: A. Errors of two hundred dollars ($200) gross or more will be corrected within five (5) working days. B. Errors amounting to less than two hundred dollars ($200) gross, shall be adjusted the next pay period. C. The hardship requirement will no longer apply to payroll corrections. SECTION 6 - DAYS AND HOURS OF WORK DSA RANK & FILE - 16 - 2019 – 2023 MOU D. Request for payroll corrections shall be forwarded by the Department, not by the employee, to the Auditor’s Payroll Division. E. Payroll adjustments would be by a paper check as opposed to an electronic transfer. F. Items A through E above notwithstanding, the provisions of Section 36 – Pay Warrant Errors of the current DSA MOU remain in force and effect. 3. There shall be no fee to employees for the processing of pay warrants and/or pay warrant advices, or for the correction of payroll errors. SECTION 6 - DAYS AND HOURS OF WORK 6.1 Definitions A. Regular Work Schedule: A regular work schedule is eight (8) hours per day, Monday through Friday, inclusive, for a total of forty (40) hours per week. B. Alternate Work Schedule: An alternate work schedule is any work schedule where an employee is regularly scheduled to work five (5) days per week, but the employee’s regularly scheduled two (2) days off are NOT Saturday and Sunday. C. Flexible Work Schedule: A flexible work schedule is any schedule that is not a regular, alternate, 4/10, 9/80, or Coroner’s Bureau “Living in Positions” work schedule and where the employee is not scheduled to work more than 40 hours in the work week or 160 hours in the work period as defined in Subsection J., below. D. 4/10 Work Schedule: A 4/10 work schedule is four (4) ten hour days in a seven (7) day period, for a total of forty (40) hours per week. E. 9/80 Work Schedule: A 9/80 work schedule is where an employee works a recurring schedule of thirty-six (36) hours in one calendar week and forty-four (44) hours in the next calendar week, but only forty (40) hours in the designated workweek. In the thirty-six (36) hour calendar week, the employee works four (4) nine (9) hour days and has the same day of the week off that is worked for eight (8) hours in the forty-four (44) hour calendar week. In the forty-four (44) hour calendar week, the employee works four (4) nine (9) hour days and one (1) eight (8) hour day. F. 12/80 Work Schedule (Non-Sworn): A 12/80 work schedule is ONLY available to employees in the following classifications: Supervising Sheriff Dispatcher (64HD), Sheriff Dispatcher I (64WK), and Sheriff Dispatcher II (64WM). A 12/80 work schedule is where an employee works a recurring schedule of thirty-six (36) hours in one calendar week and forty-four (44) hours in the next calendar week. In the thirty-six (36) hour calendar week, the employee works three (3) twelve SECTION 6 - DAYS AND HOURS OF WORK DSA RANK & FILE - 17 - 2019 – 2023 MOU (12) hour days and has the same day of the week off that is worked for eight (8) hours in the forty-four (44) hour calendar week. That day is designated as Wednesday. In the forty-four (44) hour calendar week, the employee works three (3) twelve (12) hour days and one (1) eight (8) hour day on Wednesday. Section 7.1 of the MOU governs which hours qualify as MOU overtime hours. For FLSA overtime hours, the FLSA work period is 1,040 hours in the designated re-occurring 26-week period per Section 7(b)(1) of the FLSA. FLSA overtime for non-sworn employees working a 12/80 schedule shall be for hours actually worked in excess of 1,040 in the applicable 26-week FLSA work period, twelve (12) in a day, or fifty-six (56) in a workweek. The recurring 26-week work period for all employees on a 12/80 schedule will begin effective January 28, 2019. The work period for all 12/80 schedules shall begin on a Monday. G. Coroner’s Division “Living-In Positions” Work Schedule: The work schedule for employees in the Coroner's Division filling "living-in positions" consists of three (3) twenty-four (24) hour shifts during a nine (9) calendar day period. The general order of the work shifts is as follows: 24-hour on duty; 24-hour off duty; 24-hour on duty; 24-hour off duty; 24-hour on duty; followed by four (4) consecutive days off. H. Workweek for Employees on Regular, Flexible, Alternate, and 4/10 Work Schedules: For employees on regular, alternate, flexible, and 4/10 work schedules, the workweek begins at 12:01 a.m. on Monday and ends at 12 midnight on Sunday. I. Workweek for Employees on a 9/80 Work Schedule: The 9/80 workweek begins on the same day of the week as the employee’s eight (8) hour work day and regularly scheduled 9/80 day off. The start time of the workweek is four (4) hours and one (1) minute after the start time of the eight (8) hour workday. The end time of the workweek is four (4) hours after the eight (8) hour workday start time. The result is a workweek that is a fixed and regularly recurring period of seven (7) consecutive twenty-four (24) hour periods (168 hours). J. Work Period for Sworn Employees: For employees in classifications listed under “sworn unit,” the work period is between seven and 28 consecutive days long. 6.2 Time Changes: Pacific Standard Time/Daylight Savings Time. When the clocks are set forward one (1) hour for the change to Daylight Savings Time, employees working at the time of the time-change will work the same number of hours as is normally required on that shift. This may result in a one (1) hour overlap between the Morning Shift and Day Shift. When the clocks are set backward one (1) hour for the change to Pacific Standard Time, employees working at the time of the time-change will work the additional hour when necessary. Where appropriate, overtime will be paid for said hour. 6.3 Time Reporting/Time Stamping. Permanent Intermittent (hourly) employees SECTION 7 - OVERTIME AND COMPENSATORY TIME DSA RANK & FILE - 18 - 2019 – 2023 MOU must timestamp in and out as they begin their work shifts, finish their work shifts, and take meal periods. Salaried employees will report time off and time worked for special pays on the electronic timecard. 6.4 Time Reporting and Pay Practices Waiver. The Association agrees to the implementation of an Automated Timekeeping System. The Association waives its right to meet and confer regarding any impacts that may result from the County’s implementation of the automated timekeeping system, including but not limited to, changes to current departmental time reporting and pay practices. The Association agrees to convert from the current payroll cycle when the County is able to upgrade the current Payroll system or implement a new County Payroll System. SECTION 7 - OVERTIME AND COMPENSATORY TIME 7.1 Overtime. Permanent full-time and permanent part-time employees are entitled to receive overtime pay for any authorized work performed in excess of the employee’s daily number of scheduled hours. Work performed does not include non-worked hours. All overtime pay is compensated for at the rate of one and one-half (1-1/2) times the employee's base rate of pay, not including any differentials or shift pays. Any special differentials which are applicable during overtime hours worked will be computed on the employee's base rate of pay (not on the overtime rate of pay). 7.2 Compensatory Time. Effective July 1, 1996 compensatory time off is eliminated as an option for overtime. The following applies to compensatory time accrued as of June 30, 1996: a. Accrued compensatory time off shall be carried over for use in subsequent fiscal years. b. When an employee promotes, demotes or transfers from one classification eligible for compensatory time off to another classification eligible for compensatory time off within the same department, the employee's accrued compensatory time off balance will be carried forward with the employee. c. Compensatory time accrual balances will be paid off when an employee moves from one department to another through promotion, demotion or transfer. Said payoff will be made in accordance with the provisions and salary of the class from which the employee is promoting, demoting or transferring as set forth in d. below. d. Since employees accrue compensatory time off at the rate of one and one-half (1-1/2) hours for each hour of authorized overtime worked, accrued compensatory time balances will be paid off at the straight time rate of two-thirds the overtime rate for the employee's current salary whenever: 1. the employee separates from County service; SECTION 7 - OVERTIME AND COMPENSATORY TIME DSA RANK & FILE - 19 - 2019 – 2023 MOU 2. the employee retires. e. Employees who elect to receive compensatory time credit must agree to do so for a full fiscal year (July 1 through June 30). The employee must notify their departmental payroll staff of any change in the election by May 31 of each year. 7.3 Straight Time Pay. Permanent full-time and permanent part-time employees are entitled to receive straight time pay for non-scheduled hours worked in excess of the employee’s daily number of scheduled hours, but the employee’s total daily number of hours worked does not exceed the employee’s daily number of scheduled hours. Straight time pay is compensated at the rate of one (1.0) times the employee’s base rate of pay (not including any differentials or shift pays). 7.4 Court Appearance Overtime. A. Employees shall be compensated for off-duty court appearances on work days as follows: 1. An employee shall be compensated with a three (3) hour overtime minimum or actual time in court, whichever is greater, for any court appearance that starts more than one-half hour before an employee’s shift or more than one-half hour after the conclusion of an employee’s shift. 2. For court appearances which begin during an employee’s shift or within a half-hour of the start or conclusion of an employee’s shift, the employee shall be compensated for actual time worked. 3. An employee shall be entitled to only one (1) three (3) hour minimum each day. B. Compensation for court appearances on scheduled days off shall be as follows: 1. An employee shall be compensated with a four (4) hour minimum or actual time in court, whichever is greater. 2. An employee shall be entitled to not more than two (2) four (4) hour minimums per day. 3. An employee shall be entitled to only one (1) four (4) hour minimum per court session, e.g., one in the morning, one in the afternoon, or one in the evening (after 6:00 p.m.). 7.5 Deputy Sheriff-Coroner Overtime. If a Deputy Sheriff assigned to the Coroner's Division works overtime anywhere in the Office of the Sheriff, including the Coroner’s Division, said Deputy Sheriff shall be paid overtime, calculated on the standard hourly rate applicable to all other deputies. SECTION 8 - CALL BACK TIME DSA RANK & FILE - 20 - 2019 – 2023 MOU 7.6 Sergeant Overtime Pay. Sergeants may volunteer to work overtime in a Deputy Sheriff assignment. Sergeants assigned to a Deputy Sheriff position will be compensated for overtime at their current overtime rate. The above option may be utilized only when all reasonable efforts to assign the overtime to Deputy Sheriffs have been exhausted. Sergeants will not be forced to work overtime in a Deputy Sheriff assignment. SECTION 8 - CALL BACK TIME A permanent full-time and permanent part-time employee who is called back to duty is entitled to be paid for Call Back Time. Call Back Time occurs when an employee is not scheduled to work and is not on County premises, but is called back to work on County premises. An employee called back to work is entitled to receive Call Back Time pay at the rate of one and one-half (1.5) times his/her base rate of pay (not including differentials or shift pays) for the actual Call Back Time worked plus one (1) hour. Such employee called back to work will be paid a minimum of two (2) hours at the appropriate rate for each Call Back Time event. SECTION 9 - ON-CALL DUTY On-call duty is any time when the employee is not on duty and is not required to be on County premises. The employee must be ready to immediately report for duty and must arrange so that his/her superior can reach him/her on ten (10) minutes notice or less. Employees who are assigned in writing to on-call duty and are carrying pagers will be compensated at the rate of $272.50 per week or 8 hours compensatory time off for each full week (7 days) of on-call assignment. The employee is entitled to the on-call duty pay even if the employee is called back to work while assigned to on-call duty. The method of compensation will be determined by mutual agreement between the department and the individual employee. SECTION 10 – SHIFT DIFFERENTIAL 10.1 Shift Differential. Permanent full-time and permanent part-time employees in the following classifications may receive a shift differential of five percent (5%) of base rate of pay for the employee’s entire scheduled shift when the employee is scheduled to work for four (4) or more hours between 5:00 p.m. and 9:00 a.m. Fingerprint Examiner I (64WH) Fingerprint Examiner II (64VG) Fingerprint Technician I (64WJ) Fingerprint Technician II (64VH) Supervising Fingerprint Examiner (64HB) Supervising Fingerprint Technician (64HC) Sheriff's Aide (64VF) Sheriff's Specialist (64VE) SECTION 10 – SHIFT DIFFERENTIAL DSA RANK & FILE - 21 - 2019 – 2023 MOU In order to receive the shift differential, the employee must start work between the hours of midnight and 5:00 a.m. or between 11:00 a.m. and midnight on the day the shift is scheduled to begin. Hours worked in excess of the employee’s scheduled workday will count towards qualifying for the shift differential, but the employee will not be paid the shift differential on any excess hours worked. A. Evening Watch Shift Differential The Evening Watch is defined as time worked between 1600 hours and 0000 hours. Permanent full-time and permanent part-time employees in the classifications of Supervising Dispatcher (64HD), Dispatcher I (64WK), and Dispatcher II (64WM) may receive an Evening Watch Shift Differential of five percent (5%) of base rate of pay for the employee’s entire scheduled shift when the employee works four (4) or more hours between 1600 and 0000 hours. B. Morning Watch Shift Differential The Morning Watch is defined as time worked between the hours of 0000 hours and 0800 hours. Permanent full-time and permanent part-time employees in the classifications of Supervising Dispatcher (64HD), Dispatcher I (64WK), and Dispatcher II (64WM) may receive a Morning Watch Shift Differential of three percent (3%) of base rate of pay for the employee’s entire scheduled shift when the employee works four (4) or more hours between the hours of 0000 and 0800. C. Hours worked in excess of the employee’s scheduled workday will count toward qualifying for the Morning Watch Shift Differential or the Evening Watch Shift Differential, but the employee will not be paid the differential on any excess hours worked. D. Permanent full-time and permanent part-time employees who commence a vacation, paid sick leave period, paid disability or other paid leave, immediately after working a shift that qualifies for the Shift Differential, Morning Watch Shift Differential or Evening Watch Shift Differential, will have the differential included in computing the pay for their time on paid leave. Employees on a rotating shift schedule who commence a vacation, paid sick leave, paid disability, or other paid leave will be paid the differential that they would have received had the employees worked the scheduled shift during the period of paid leave. The differential will only be paid during paid sick leave and paid disability as provided above, for the first thirty (30) calendar days of each absence. E. Relief shifts will qualify according to the base shift assigned. The relief shift employee will not lose or gain any benefit should they be assigned to provide relief on any other shift. F. A Trainee’s base shift is Day Watch and does not qualify for this differential. Trainees may qualify for the differentials described above on the first (1st) of the month following their release from the Training Program. SECTION 11 - SENIORITY, WORKFORCE REDUCTION, LAYOFF & REASSIGNMENT DSA RANK & FILE - 22 - 2019 – 2023 MOU The provisions detailed above do not in any way affect or reduce the rights reserved by the Sheriff, including those outlined in Section 20- Work Scheduling, of the MOU. SECTION 11 - SENIORITY, WORKFORCE REDUCTION, LAYOFF & REASSIGNMENT 11.1 Workforce Reduction. In the event that funding reductions or shortfalls in funding occur in a department or are expected, which may result in layoffs, the department will notify the Association and take the following actions: a. Identify the classification(s) in which position reductions may be required due to funding reductions or shortfalls. b. Advise employees in those classifications that position reductions may occur in their classifications. c. Accept voluntary leaves of absence from employees in those classifications which do not appear to be potentially impacted by possible position reductions when such leaves can be accommodated by the department. d. Approve requests for reduction in hours, lateral transfers, and voluntary demotions to vacant, funded positions in classes not scheduled for layoffs within the department, as well as to other departments not experiencing funding reductions or shortfalls when it is a viable operational alternative for the department(s). e. Review various alternatives which will help mitigate the impact of the layoff by working through the Tactical Employment Team program (TET) to: 1. Maintain an employee skills inventory bank to be used as a basis for referrals to other employment opportunities. 2. Determine if there are other positions to which employees may be transferred. 3. Refer interested persons to vacancies which occur in other job classes for which they qualify and can use their layoff eligibility. 4. Establish workshops to aid laid off employees in areas such as resume preparation, alternate career counseling, job search strategy, and interviewing skills. f. When it appears to the Department Head and/or Labor Relations Manager that the Board of Supervisors may take action which will result in the layoff of employees in a representation unit, the Labor Relations Manager shall notify the Association of the possibility of such layoffs and shall meet and confer with the Association regarding the implementation of the action. SECTION 11 - SENIORITY, WORKFORCE REDUCTION, LAYOFF & REASSIGNMENT DSA RANK & FILE - 23 - 2019 – 2023 MOU 11.2 Separation Through Layoff. A. Grounds for Layoff. Any employee(s) having permanent status in position(s) in the merit service may be laid off when the position is no longer necessary, or for reasons of economy, lack of work, lack of funds or for such other reason(s) as the Board of Supervisors deems sufficient for abolishing the position(s). B. Order of Layoff. The order of layoff in a department shall be based on inverse seniority in the class of positions, the employee in that department with least seniority being laid off first and so on. C. Layoff By Displacement. 1. In the Same Class. A laid off permanent full time employee may displace an employee in the department having less seniority in the same class who occupies a permanent-intermittent or permanent part-time position, the least senior employee being displaced first. 2. In the Same Level or Lower Class. A laid off or displaced employee who had achieved permanent status in a class at the same or lower salary level as determined by the salary schedule in effect at the time of layoff may displace within the department and in the class of an employee having less seniority; the least senior employee being displaced first, and so on with senior displaced employees displacing junior employees. D. Particular Rules on Displacing. 1. Permanent-intermittent and permanent part-time employees may displace only employees holding permanent positions of the same type respectively. 2. A permanent full time employee may displace any intermittent or part-time employee with less seniority 1) in the same class, or 2) in a class of the same or lower salary level if no full time employee in a class at the same or lower salary level has less seniority than the displacing employees. 3. Former permanent full time employees who have voluntarily become permanent part-time employees for the purpose of reducing the impact of a proposed layoff with the written approval of the Director of Human Resources or designee retain their permanent full time employee seniority rights for layoff purposes only and may in a later layoff displace a full time employee with less seniority as provided in these rules. E. Seniority. An employee's seniority within a class for layoff and displacement purposes shall be determined by adding the employee's length of service in the SECTION 11 - SENIORITY, WORKFORCE REDUCTION, LAYOFF & REASSIGNMENT DSA RANK & FILE - 24 - 2019 – 2023 MOU particular class in question to the employee's length of service in other classes at the same or higher salary levels as determined by the salary schedule in effect at the time of layoff. Employees reallocated or transferred without examination from one class to another class having a salary within five percent (5%) of the former class shall carry the seniority accrued in the former class into the new class. Employees reallocated to a new deep class upon its initiation or otherwise reallocated to a deep class because the duties of the position occupied are appropriately described in the deep class shall carry into the deep class the seniority accrued or carried forward in the former class and seniority accrued in other classes which have been included in the deep class. Service for layoff and displacement purposes includes only the employee's last continuous permanent County employment. Periods of separation may not be bridged to extend such service unless the separation is a result of layoff in which case bridging will be authorized if the employee is reemployed in a permanent position within the period of layoff eligibility. Approved leaves of absence as provided for in these rules and regulations shall not constitute a period of separation. In the event of ties in seniority rights in the particular class in question, such ties shall be broken by length of last continuous permanent County employment. If there remain ties in seniority rights, such ties shall be broken by counting total time in the department in permanent employment. Any remaining ties shall be broken by random selection among the employees involved. F. Eligibility for Layoff List. Whenever any person who has permanent status is laid off, has been displaced, has been demoted by displacement or has voluntarily demoted in lieu of layoff or displacement, or has transferred in lieu of layoff or displacement, the person's name shall be placed on the layoff list for the class of positions from which that person has been removed. G. Order of Names on Layoff. First, layoff lists shall contain the names of persons laid off, displaced, or demoted as a result of a layoff or displacement, or who have voluntarily demoted in lieu of layoff or displacement or who have transferred in lieu of layoff or displacement. Names shall be listed in order of layoff seniority in the class from which laid off, displaced, demoted or transferred on the date of layoff, the most senior person listed first. In case of ties in seniority, the seniority rules shall apply except that where there is a class seniority tie between persons laid off from different departments, the tie(s) shall be broken by length of last continuous permanent County employment with remaining ties broken by random selection among the employees involved. H. Duration of Layoff and Reemployment Rights. The name of any person granted reemployment privileges shall continue on the appropriate list for a period of two (2) years. Persons placed on layoff lists shall continue on the appropriate list for a period of two (2) years. SECTION 11 - SENIORITY, WORKFORCE REDUCTION, LAYOFF & REASSIGNMENT DSA RANK & FILE - 25 - 2019 – 2023 MOU I. Certification of Persons From Layoff Lists. Layoff lists contain the name(s) of person(s) laid off, displaced or demoted by displacement or voluntarily demoted in lieu of layoff or displacement or transferred in lieu of layoff or displacement. When a request for personnel is received from the appointing authority of a department from which an eligible(s) was laid off, the appointing authority shall receive and appoint the eligible highest on the layoff list from the department. When a request for personnel is received from a department from which an eligible(s) was not laid off, the appointing authority shall receive and appoint the eligible highest on the layoff list who shall be subject to a probationary period. A person employed from a layoff list shall be appointed at the same step of the salary range the employee held on the day of layoff. J. Removal of Names from Reemployment & Layoff Lists. The Director of Human Resources may remove the name of any eligible from a reemployment or layoff list for any reason listed below: 1. For any cause stipulated in Section 404.1 of the Personnel Management Regulations. 2. On evidence that the eligible cannot be located by postal authorities. 3. On receipt of a statement from the appointing authority or eligible that the eligible declines certification or indicates no further desire for appointment in the class. 4. If three (3) offers of permanent appointment to the class for which the eligible list was established have been declined by the eligible. 5. If the eligible fails to respond to the Director of Human Resources or the appointing authority within ten (10) days to written notice of certification mailed to the person's last known address. 6. If the person on the reemployment or layoff list is appointed to another position in the same or lower classification, the name of the person shall be removed. 7. However, if the first permanent appointment of a person on a layoff list is to a lower class which has a top step salary lower than the top step of the class from which the person was laid off, the name of the person shall not be removed from the layoff list. Any subsequent appointment of such person from the layoff list shall result in removal of that person's name. K. Removal of Names from Reemployment and Layoff Certifications. The Director of Human Resources may remove the name of any eligible from a reemployment or layoff certification if the eligible fails to respond within five (5) days to a written notice of certification mailed to the person's last known address. SECTION 12 - HOLIDAYS DSA RANK & FILE - 26 - 2019 – 2023 MOU 11.3 Notice. The County agrees to give employees scheduled for layoff at least ten (10) work days notice prior to their last day of employment. 11.4 Special Employment Lists. The County will establish a TET Employment Pool which will include the names of all laid off County employees. Special employment lists for job classes may be established from the pool. Persons placed on a special employment list must meet the minimum qualifications for the class. An appointment from such a list will not affect the individual's status on a layoff list(s). 11.5 Reassignment of Laid Off Employees. Employees who displaced within the same classification from full time to part-time or intermittent status in a layoff, or who voluntarily reduced their work hours to reduce the impact of layoff, or who accepted a position of another status than that from which they were laid off upon referral from the layoff list, may request reassignment back to their pre-layoff status (full time or part-time or increased hours). The request must be in writing in accord with each department's reassignment bid or selection process. Employees will be advised of the reassignment procedure to be followed to obtain reassignment back to their former status at the time of the workforce reduction. The most senior laid off employee in this status who requests such a reassignment will be selected for the vacancy; except when a more senior laid off individual remains on the layoff list and has not been appointed back to the class from which laid off, a referral from the layoff list will be made to fill the vacancy. SECTION 12 - HOLIDAYS 12.1 Holidays Observed. The County will observe the following holidays: A. January 1st, known as New Year's Day Third Monday in January, known as Dr. M. L. King, Jr. Day February 12th, known as Lincoln's Birthday Third Monday in February, known as President's Day The last Monday in May, known as Memorial Day July 4th, known as Independence Day First Monday in September, known as Labor Day September 9th, known as Admission Day Second Monday in October, known as Columbus Day November 11th, known as Veterans Day Fourth Thursday in November, known as Thanksgiving Day The Friday after Thanksgiving Day December 25th, known as Christmas Day Such other days as the Board of Supervisors may by resolution designate as holidays. SECTION 12 - HOLIDAYS DSA RANK & FILE - 27 - 2019 – 2023 MOU Any holiday observed by the County that falls on a Saturday is observed on the preceding Friday and any holiday that falls on a Sunday is observed on the following Monday. For employees who work in a twenty-four (24) hour operation and whose regularly assigned schedule results in the employee working a holiday, any holiday that falls on a Saturday will be observed on a Saturday, and any holiday that falls on a Sunday will be observed on a Sunday. B. Personnel represented by the DSA, except Deputy Sheriff-Recruit-Fixed Term (6X7A), who are in the following assignments on Columbus Day, Admission Day or Lincoln's Birthday, will not observe a holiday on those days, but will accrue personal holiday credits: • Investigation Division (except Orinda contract officers) • Forensic Services Division • Administration Division • Coroner's Division (Sergeant only) • Detention Division (Bureau of Administrative Services only) • Technical Services Division (Civil Unit) Employees will accrue eight (8) hours of personal holiday credit for each of the three days (Columbus Day, Admission Day and Lincoln's Birthday) on which they are in the above assignments. The credit will be accrued on the last day of the month in which these days occur. No employee may accrue more than forty (40) hours of personal holiday credit beginning January 1, 1988; this accrual is in addition to that provided in Section 12.5. On separation from County service, an employee shall be paid for any unused personal holiday credits at the employee's then current rate of pay. C. All Court Security Division personnel will celebrate a holiday on Columbus Day and Admission Day. Lincoln's Birthday will be a mandatory training day for which employees will receive eight (8) hours of personal holiday credit. D. Personal holiday credit may be taken in one minute increments. 12.2 Holiday is NOT Worked and Holiday Falls on Scheduled Work Day A. Holidays Observed – Full-time Employees: Full-time employees are entitled to observe a holiday (eight (8) hours off), without a reduction in pay, whenever a holiday is observed by the County. When a full-time employee is scheduled to work less than eight (8) hours on a holiday and the employee observes the holiday, the employee is also entitled to receive flexible pay at the rate of one (1.0) times his/her base rate of pay (not including differentials) for the difference between eight (8) hours and the hours the employee was scheduled to work on the holiday. B. Holiday Observed in Excess of Eight (8) hours: When a holiday falls on a SECTION 12 - HOLIDAYS DSA RANK & FILE - 28 - 2019 – 2023 MOU full-time employee’s scheduled workday, the employee is entitled to only eight (8) hours off without a reduction in pay. If the workday is a nine (9) hour day, the employee must use one (1) hour of non-sick leave accruals. If the workday is a ten (10) hour day, the employee must use two (2) hours of non-sick leave accruals. If the workday is a twelve (12) hour day, the employee must use four (4) hours of non-sick leave accruals. If the employee does not have any non- sick leave accrual balances, leave without pay (AWOP) will be authorized. C. Holiday Observed- Part-time Employees: When a holiday is observed by the County, each part-time employee is entitled to observe the holiday in the same ratio as his/her number of position hours bears to forty (40) hours, multiplied by eight (8) hours, without a reduction in pay. For example, a part-time employee whose position hours are 24 hours per week is entitled to 4.8 hours off work on a holiday (24/40 multiplied by 8 = 4.8). Hereafter, the number of hours produced by this calculation will be referred to as the “Part-Time employee’s holiday hours.” When the number of hours in a part time employee’s scheduled work day that falls on a holiday (“scheduled work hours”) is less than the employee’s “Part- Time employee’s holiday hours,” the employee is also entitled to receive flexible pay at the rate of one (1.0) times his/her base rate of pay (not including differentials) for the difference between the employee’s “scheduled work hours” and the employee’s “Part-Time employee’s holiday hours.” When the number of hours in a part time employee’s scheduled work day that falls on a holiday (“scheduled work hours”) is more than the employee’s “Part Time employee’s holiday hours,” the employee must use non-sick leave accruals for the difference between the employee’s “scheduled work hours” and the employee’s “Part-Time employee’s holiday hours.” If the employee does not have any non-sick leave accrual balances, leave without pay (AWOP) will be authorized. 12.3 Holiday is NOT Worked and Holiday Falls on Scheduled Day Off A. Full-Time Employee: When a holiday is observed by the County on the scheduled day off of a full-time employee, the employee is entitled to take eight (8) hours off, without a reduction in pay, in recognition of the holiday. 1. Employee Works on his/her Next Scheduled Work Day Following the Holiday: When a full time employee works on his/her next scheduled work day following the holiday, the employee is entitled to receive his/her regular salary. The employee is also entitled to receive overtime pay at the rate of one and one half (1.5) times his/her base rate of pay (not including differentials) for a maximum of eight (8) hours. 2. Employee does NOT work on his/her Next Scheduled Work Day Following the Holiday: When a full time employee does NOT work on his/her next scheduled work day following the holiday, the employee is entitled to the day off, without a reduction in pay, in recognition of his/her SECTION 12 - HOLIDAYS DSA RANK & FILE - 29 - 2019 – 2023 MOU regularly scheduled day off. If the employee’s scheduled work day following the Holiday exceeds eight (8) hours, any additional time off must be taken from the employee’s accrued leaves. 3. The County retains the right to decide whether an employee will work or not work on the next scheduled work day following a holiday. B. Part-Time Employee: When a holiday is observed by the County on the scheduled day off of a part time employee, the part time employee is entitled to observe the holiday in the amount of the “Part-Time employee’s holiday hours,” without a reduction in pay, in recognition of the holiday. 1. Employee Works on his/her Next Scheduled Work Day Following a Holiday: When a part time employee works on his/her next scheduled work day following a holiday, the employee is entitled to receive his/her regular salary. The employee is also entitled to receive overtime pay at the rate of one and one half (1.5) times his/her base rate of pay (not including differentials) up to a maximum amount of the “part-time employee’s holiday hours”. 2. Employee does NOT work on his/her Next Scheduled Work Day Following a Holiday: When a part time employee does NOT work on his/her next scheduled work day following a holiday, the employee is entitled to take off up to a maximum of the “part-time employee’s holiday hours” without a reduction in pay in recognition of his/her regularly scheduled day off. 3. The County retains the right to decide whether an employee will work or will not work on the next scheduled work day following a holiday. 12.4 Holiday is WORKED and Holiday Falls on Scheduled Work Day: A. Full-Time Employee: When a full-time employee works on a holiday that falls on the employee’s scheduled work day, the employee is entitled to receive his/her regular salary. The employee is also entitled to receive holiday pay at the rate of one and one half (1.5) times his/her base rate of pay (not including differentials) or holiday compensation time at the same rate, for all hours worked up to a maximum of eight (8) hours. When a full-time employee works on a holiday that falls on a scheduled work day that is less than an eight (8) hour shift (“short shift”), the employee is also entitled to receive flexible pay at the rate of one (1.0) times his/her base rate of pay for the difference between eight (8) hours and the employee’s “short shift” hours. When a full-time employee is scheduled to work more than eight (8) hours on a holiday (long shift) and the employee works more than the scheduled long shift hours, the employee is entitled to receive overtime pay at the rate of one and one half (1.5) times his/her base rate of pay (not including differentials) for all hours worked beyond the long shift hours. SECTION 12 - HOLIDAYS DSA RANK & FILE - 30 - 2019 – 2023 MOU B. Part-Time Employee: When a part-time employee works on a holiday that falls on the employee’s scheduled work day, the part-time employee is entitled to receive his/her regular salary. The part-time employee is also entitled to receive holiday pay at the rate of one and one-half (1.5) times his/her base rate of pay (not including differentials) or holiday compensatory time at the same rate for all hours worked on the holiday, up to a maximum of eight (8) hours. When a part-time employee is schedule to work less than the employee’s “part- time employee’s holiday hours” on a holiday (short shift) and the employee works that short shift, the employee is also entitled to receive flexible pay at the rate of one (1.0) times his/her base rate of pay (not including differentials) for the difference between the “part-time employee’s holiday hours” and the short shift. When a part-time employee is scheduled to work more than his/her “part-time employee’s holiday hours” on a holiday (long shift) and the employee works more than the long shift hours, the employee is entitled to receive straight time pay at the rate of one (1.0) times his/her base rate of pay (not including differentials) for all hours worked beyond the long shift hours, up to a maximum of eight (8) hours. If the same part-time employee works all of his/her long shift hours and also works more than eight (8) hours on that holiday, then the part- time employee is entitled to receive overtime pay at the rate of one and one-half (1.5) times his/her base rate of pay (not including differentials) for all hours worked on that holiday beyond eight (8) hours. 12.5 Holiday is Worked and Holiday Falls on Scheduled Day Off: A. Full-Time Employee: When a full time employee works on a holiday that falls on the employee’s scheduled day off, the employee is entitled to receive his/her regular salary. The employee is also entitled to receive overtime pay at the rate of one and one half (1.5) times his/her base rate of pay (not including differentials) for all hours worked on the holiday. 1. Employee Works on his/her Next Scheduled Work Day Following the Holiday: When a full time employee works on his/her next scheduled work day following the holiday, the employee is entitled to receive his/her regular salary. The employee is also entitled to receive overtime pay at the rate of one and one half (1.5) times his/her base rate of pay (not including differentials) for a maximum of eight (8) hours. 2. Employee does NOT work on his/her Next Scheduled Work Day Following the Holiday: When a full time employee does NOT work on his/her next scheduled work day following the holiday, the employee is entitled to the day off, without a reduction in pay, in recognition of his/her regularly scheduled day off. If the employee’s scheduled work day following the Holiday exceeds eight (8) hours, any additional time off must be taken from the employee’s accrued leaves. 3. The County retains the right to decide whether an employee will work or not work on the next scheduled work day following a holiday. SECTION 12 - HOLIDAYS DSA RANK & FILE - 31 - 2019 – 2023 MOU B. Part-Time Employee: When a part-time employee works on a holiday that falls on the employee’s scheduled day off, the employee is entitled to receive his/her regular salary. The part-time employee is also entitled to receive overtime pay at the rate of one and one-half (1.5) times his/her base rate of pay (not including differentials) for all hours worked. 1. Employee Works on his/her Next Scheduled Work Day Following a Holiday: When a part-time employee works on his/her next scheduled work day following a holiday, the employee is entitled to receive his/her regular salary. The employee is also entitled to receive overtime pay at the rate of one and one-half (1.5) times his/her base rate of pay (not including differentials) up to a maximum amount of the “part-time employee’s holiday hours.” 2. Employee does NOT work on his/her Next Scheduled Work Day Following a Holiday: When a part-time employee does NOT work on his/her next scheduled work day following a holiday, the employee is entitled to take off up to a maximum of the “part-time employee’s holiday hours” without a reduction in pay, in recognition of his/her regularly scheduled day off. 3. The County retains the right to decide whether an employee will work or will not work on the next scheduled work day following a holiday. 12.6 Permanent Intermittent Employees Permanent-Intermittent employees who work on a holiday are entitled to receive overtime pay at the rate of one and one-half (1.5) times his/her base rate of pay (not including differentials) for a maximum of eight (8) hours worked on the holiday. 12.7 Holiday and Compensatory Time Provisions: A. Employees who elect to receive holiday compensatory time credit must agree to do so for a full fiscal year (July 1 through June 30). The employee must notify their departmental payroll staff of any change in the election by May 31 of each year. B. Maximum Accruals of Holiday Compensatory Time: Holiday compensatory time may not be accumulated in excess of two hundred eighty-eight (288) hours. After two hundred eighty-eight (288) hours are accrued by an employee, the employee will receive holiday pay at the rate of one and one half (1.5) times his/her base rate of pay. Holiday compensatory time may be taken at those dates and times determined by mutual agreement of the employee and the Department Head or designee. C. Use of Holiday Comp Time: Employees may utilize up to five (5) days of accrued holiday time in conjunction with their earned two (2) week vacation. Accrued holiday time may be taken off at times determined by mutual agreement SECTION 13 - VACATION LEAVE DSA RANK & FILE - 32 - 2019 – 2023 MOU of the employee and the department head. D. Pay Off of Holiday Comp Time: Holiday compensatory time will be paid off only upon a change in status. A change in status includes, but is not limited to, separation, transfer to another department, reassignment to a permanent- intermittent position, or transfer, assignment, or promotion into a position that is not eligible for holiday compensatory time. The Sheriff’s Department will continue its present policy of reviewing requests made by employees for a cashout of holiday compensatory time off credits under exigent circumstances and where appropriate will recommend to the County Administrator that such request be granted. If the County Administrator agrees with the Department’s recommendation, he will send the request to the Auditor- Controller’s Office for payment. It is understood that the decision of the Sheriff- Coroner and/or the decision of the County Administrator are not subject to the grievance procedure. SECTION 13 - VACATION LEAVE 13.1 Vacation Allowance. Employees in permanent positions are entitled to vacation with pay. Accrual is based upon straight time hours of working time per calendar month of service and begins on the date of appointment to a permanent position. Increased accruals begin on the first of the month following the month in which the employee qualifies. Accrual for portions of a month shall be in minimum amounts of one (1) hour calculated on the same basis as for partial month compensation pursuant to Section 5.6 of this MOU. Vacation credits may be taken in one (1) minute increments and may not be rounded. Vacation may not be taken during the first six (6) months of employment (not necessarily synonymous with probationary status) except where sick leave has been exhausted; and none shall be allowed in excess of actual accrual at the time vacation is taken. 13.2 Vacation Accrual Rates. For employees hired prior to January 1, 1983 the rates at which vacation credits accrue and the maximum accumulation thereof are as follows: Monthly Maximum Accrual Cumulative Length of Service Hours Hours Under 11 years 10 240 11 years 10-2/3 256 12 years 11-1/3 272 13 years 12 288 14 years 12-2/3 304 15 through 19 years 13-1/3 320 20 through 24 years 16-2/3 400 25 through 29 years 20 480 30 years and up 23-1/3 560 SECTION 13 - VACATION LEAVE DSA RANK & FILE - 33 - 2019 – 2023 MOU For employees hired on or after January 1, 1983, the rates at which vacation credits accrue, and the maximum accumulation thereof, are as follows: Monthly Maximum Accrual Cumulative Length of Service Hours Hours Under 5 years 6-2/3 160 5 through 10 years 10 240 11 years 10-2/3 256 12 years 11-1/3 272 13 years 12 288 14 years 12-2/3 304 15 through 19 years 13-1/3 320 20 through 24 years 16-2/3 400 25 through 29 years 20 480 30 years and up 23-1/3 560 Effective July 1, 1992 for employees regularly assigned and working in the Martinez Detention Facility, West County Detention Facility, Marsh Creek Detention Facility, and the Custody Alternative Facility, the rates at which vacation credits accrue, and the maximum accumulation thereof, are as follows: Monthly Maximum Accrual Cumulative Length of Service Hours Hours Under 1 year 6-2/3 160 1 year 7-1/3 176 2 years 8 192 3 years 8-2/3 208 4 years 9-1/3 224 5 through 10 years 10 240 11 years 10-2/3 256 12 years 11-1/3 272 13 years 12 288 14 years 12-2/3 304 15 through 19 years 13-1/3 320 20 through 24 years 16-2/3 400 25 through 29 years 20 480 30 years and up 23-1/3 560 If an employee with less than five (5) years service is regularly assigned and working in the Detention Division and transferred to another division, that employee shall continue to accrue vacation credits at the same rate he/she was accruing when transferred until he/she attains his/her fifth year anniversary date in which case the employee will accrue at the rates specified above. If the employee returns to the Detention Division on a regularly assigned basis, he/she will accrue vacation at the above-specified rates while so assigned. SECTION 13 - VACATION LEAVE DSA RANK & FILE - 34 - 2019 – 2023 MOU 13.3 Accrual During Leave Without Pay. No employee who has been granted a leave without pay shall accrue any vacation credit during the time of such leave, nor shall an employee who is absent without pay accrue vacation credit during the absence. Exception: Employees on unpaid military leave shall accrue vacation credits. 13.4 Vacation Allowance for Separated Employees. On separation from County service, an employee shall be paid for any unused vacation credits at the employee's then current pay rate. 13.5 Pro-rated Accruals. Employees in permanent part-time and permanent- intermittent positions shall accrue vacation benefits on a prorated basis as provided in Resolution 81/1165, Section 32-2.006. 13.6 Vacation Leave on Reemployment from a Layoff List. Employees with six (6) months or more service in a permanent position prior to their layoff, who are employed from a layoff list, shall be considered as having completed six (6) months tenure in a permanent position for the purpose of vacation leave. The appointing authority or designee will advise the Auditor-Controller's Payroll Unit in each case where such vacation is authorized so that appropriate Payroll system override actions can be taken. 13.7 Recovery of Vacation Accrual Overpayments/Underpayments. Effective October 1, 1997, any and all future underpayments of vacation accruals will be corrected and restored retroactively for up to a three (3) year period from the date of the discovery of the error. Upon authorization from the Labor Relations Manager, the County Auditor-Controller’s Payroll Division will make the necessary adjustments to credit said employee with the correct amount of vacation accruals due. In the event restoration of vacation accruals results in an amount which is equal to or above maximum cumulative accruals allowed, the amount restored will be carried and tracked by the employee’s department on an informal basis. It is the employee’s responsibility to use said hours before or in tandem with his/her official vacation leave prior to an agreed-upon date, but no later than one (1) year from the date of the agreement between the employee and the department. At that time, any remaining restored hours carried on an informal basis will be lost. Effective October 1, 1997, any an all future overpayments of vacation accruals will be corrected and recouped by the County retroactively for up to a three (3) year period from the date of the discovery of the error. The employee will repay the County the amount of vacation accruals due by allowing the County to deduct the amount of overpaid vacation accruals from the employee’s current vacation accruals. If the employee’s vacation accruals are not sufficient to cover the overpayment, personal holiday and, if applicable, administrative leave accruals will be used. If the aforementioned accruals are not sufficient to cover the overpayment, the County will withhold future vacation accruals until the overpayment has been recouped. When the County notifies an employee of an overpayment and proposed repayment schedule, and the employee wishes to meet with the County, a meeting will be held at which time a repayment schedule shall be determined. SECTION 14 - SICK LEAVE DSA RANK & FILE - 35 - 2019 – 2023 MOU 13.8 Maximum Vacation Accrual. The Department agrees to schedule vacations to prevent loss of accrued and accruing vacation provided that the individual employee gives sixty (60) calendar days advance written notice to the Division Commander that he/she is approaching his/her maximum accrual. SECTION 14 - SICK LEAVE 14.1 Purpose. The purpose of paid sick leave is to insure employees against loss of pay for temporary absences from work due to illness or injury. Sick leave may be used only as authorized; it is not paid time off which employees may use for personal activities. 14.2 Accrual. Sick leave credits accrue at the rate of eight (8) working hours credit for each completed month of service. Employees who work a portion of a month are entitled to a pro rata share of the monthly sick leave credit computed on the same basis as is partial month compensation. Credits to and charges against sick leave are made in minimum amounts of one (1) minute increments and may not be rounded. Unused sick leave credits accumulate from year to year. When an employee is separated, other than through retirement, accumulated sick leave credits shall be cancelled, unless the separation results from layoff in which case the accumulated credits shall be restored if the employee is reemployed in a permanent position within the period of his layoff eligibility. Upon retirement, an employee's accumulated sick leave shall be converted to retirement time on the basis of one (1) day of retirement service credit for each day of accumulated sick leave credit. Accumulated paid sick leave credits may be used, subject to appointing authority approval, by an employee in pay status, but only in the following instances: A. An employee may use paid sick leave credits when the employee is off work because of a temporary illness or injury. B. Sick leave may be used by permanently disabled employees until all accruals of the employee have been exhausted or until the employee is retired by the Retirement Board subject to the conditions listed below. For the purposes of this Section 14, permanent disability shall mean the employee suffers from a disabling physical injury or illness and is thereby prevented from engaging in any County occupation for which he or she is qualified by reason of education, training or experience. Sick leave credits may be used under this provision only when the following requirements are met: 1. An application for retirement due to disability has been filed with the Retirement Board; and SECTION 14 - SICK LEAVE DSA RANK & FILE - 36 - 2019 – 2023 MOU 2. Satisfactory medical evidence of such disability is received by the appointing authority within thirty (30) days of the start of use of sick leave for permanent disability. The appointing authority may review medical evidence and order further examination as he deems necessary, and may terminate use of sick leave when such further examination demonstrates that the employee is not disabled, or when the appointing authority determines that the medical evidence submitted by the employee is insufficient, or where the above conditions have not been met. C. Communicable Disease. An employee may use paid sick leave credits while under a physician's orders to remain secluded due to exposure to a communicable disease. D. Sick Leave Utilization for Pregnancy Disability. Every female employee shall be entitled to at least four (4) months leave of absence on account of pregnancy disability and to use available sick leave or vacation pay entitlements during such leave. 1. Application for such leave must be made by the employee to the appointing authority accompanied by a written statement of disability from the employee's attending physician. The statement must address itself to the employee's general physical condition having considered the nature of the work performed by the employee, and it must indicate the date of the commencement of the disability as well as the date the physician anticipates the disability to terminate. The appointing authority retains the right to medical review of all requests for such leave. 2. If a female employee does not apply for sick leave and the appointing authority believes that the employee is not able to properly perform her work or that her general health is impaired due to disability caused or contributed to by pregnancy, miscarriage, abortion, childbirth or recovery therefrom, the employee shall be required to undergo a physical examination by a physician selected by the County, and the cost of such examination shall be borne by the County. Should the medical report so recommend, a mandatory leave shall be imposed upon the employee for the duration of the disability. 3. If all accrued sick leave has been utilized by the employee, the employee shall be considered on leave without pay. E. Medical and Dental Appointments. An employee may use paid sick leave credits for medical and dental appointments as follows: 1. For working time used in keeping medical and dental appointments for the employee's own care; and 2. For working time (not over forty (40) hours in each fiscal year) used by an employee for pre-scheduled medical and dental appointments for an immediate family member living in the employee's home and for children SECTION 14 - SICK LEAVE DSA RANK & FILE - 37 - 2019 – 2023 MOU and parents who may reside outside of the employee's home. Such use of sick leave credits shall be accounted for by the department on a fiscal year basis. Any balance of the forty (40) hours remaining at the end of the fiscal year shall not be carried over to the next year; departments shall notify the employee if the maximum allowance is reached. Authorization to use sick leave for this purpose is contingent on availability of accumulated sick leave credits; it is not an additional allotment of sick leave which employees may charge. F. Emergency Care of Family. An employee may use paid sick leave for working time used in cases of illness, or injury to, an immediate family member living in the employee's home, or for children and parents who may reside outside of the employee's home. G. Death of Family Member. An employee may use said sick leave credits for absence from work because of a death in the employee's immediate family, but this shall not exceed three (3) working days plus up to two (2) days of work time for necessary travel. H. Definition of Immediate Family. For the purposes of this Section 14, the immediate family shall be restricted to the spouse, son, stepson, daughter, stepdaughter, father, stepfather, mother, stepmother, brother, sister, grandparent, grandchild, aunt, uncle, father-in-law, mother-in-law, son-in-law, daughter-in-law, brother-in-law, sister-in-law or domestic partner of an employee. I. Baby/Child Bonding. To bond with the employee’s new born or placement of a child in an employee’s family or adoption or foster care, an employee eligible for baby/child bonding leave pursuant to the Family and Medical Leave Act (FMLA) and California Family Rights Act (CFRA) may use sick leave credits for such baby/child bonding leave. 14.3 Administration of Sick Leave. Accumulated paid sick leave credits may not be used in the following situations: A. Self-inflicted Injury. For time off from work for an employee's illness or injury caused by his or her willful misconduct. B. Vacation. For an employee's illness or injury while the employee is on vacation except when extenuating circumstances exist and the appointing authority approves. C. Not in Pay Status. When the employee would otherwise be eligible to use paid sick leave credits but is not in a pay status. The proper administration of sick leave is a responsibility of the employee and the department head. The following procedures apply: SECTION 14 - SICK LEAVE DSA RANK & FILE - 38 - 2019 – 2023 MOU A. Employees are responsible for notifying their respective division of an absence as early as possible prior to the commencement of their work shift and in accordance with divisional operational requirements. Notification shall include the reason and possible duration of the absence. B. Employees are responsible for keeping their department informed of their continuing condition and probable date of return to work. C. Employees are responsible for obtaining advance approval from their appointing authority or designee for the schedule time of prearranged personal or family medical and dental appointments. The use of sick leave may be denied if these procedures are not followed. Abuse of sick leave on the part of the employee is cause for disciplinary action. To ascertain the propriety of claims against sick leave, the department head may make such investigations as he deems necessary including medical verification of illness. 14.4 Disability. A. An employee physically or mentally incapacitated for the performance of duty is subject to dismissal, suspension or demotion, subject to the County Employees Retirement Law of l937. An appointing authority after giving notice may place an employee on leave if the appointing authority has filed an application for disability retirement for the employee, or whom the appointing authority believes to be temporarily or permanently physically or mentally incapacitated for the performance of the employee’s duties. B. An appointing authority who has reasonable cause to believe that there are physical or mental health conditions present in an employee which endanger the health or safety of the employee, other employees, or the public, or which impair the employee's performance of duty, may order the employee to undergo at County expense and on the employee's paid time, a physical, medical and/or psychiatric examination by a licensed physician or psychologist and receive a report of the findings on such examination. If the examining physician or psychologist recommends that treatment for physical or mental health problems, including leave, are in the best interests of the employee or the County in relation to the employee overcoming any disability and/or performing his or her duties the appointing authority may direct the employee to take such leave and/or undergo such treatment. C. Leave due to temporary or permanent disability shall be without prejudice to the employee's right to use sick leave, vacation, or any other benefit to which the employee is entitled other than regular salary. The Director of Human Resources may order lost pay restored for good cause and subject to the employee's duty to mitigate damages. D. Before an employee returns to work from any absence for illness or injury, other leave of absence or disability leave, exceeding two (2) weeks in duration, the appointing authority may order the employee to undergo at County expense a SECTION 14 - SICK LEAVE DSA RANK & FILE - 39 - 2019 – 2023 MOU physical, medical, and/or psychiatric examination by a licensed physician or psychologist, and may consider a report of the findings on such examination. If the report shows that such employee is physically or mentally incapacitated for the performance of duty, the appointing authority may take such action as he deems necessary in accordance with appropriate provisions of this MOU. E. Before an employee is placed on an unpaid leave of absence or suspended because of physical or mental incapacity under (A) or (B) above, the employee shall be given notice of the proposed leave of absence or suspension by letter or memorandum, delivered personally or by certified mail, containing the following: 1. a statement of the leave of absence or suspension proposed; 2. the proposed dates or duration of the leave or suspension which may be indeterminate until a certain physical or mental health condition has been attained by the employee; 3. a statement of the basis upon which the action is being taken; 4. a statement that the employee may review the materials upon which the action is taken; 5. a statement that the employee has until a specified date (not less than seven (7) work days from personal delivery or mailing of the notice) to respond to the appointing authority orally or in writing. F. Pending response to the notice the appointing authority for cause specified in writing may place the employee on a temporary leave of absence, with pay. G. The employee to whom the notice has been delivered or mailed shall have seven (7) work days to respond to the appointing authority either orally or in writing before the proposed action may be taken. H. After having complied with the notice requirements above, the appointing authority may order the leave of absence or suspension in writing stating specifically the basis upon which the action is being taken, delivering the order to the employee either personally or by certified mail, effective either upon personal delivery or deposit in the U.S. Postal Service. I. An employee who is placed on leave or suspended under this section may, within ten (10) calendar days after personal delivery or mailing to the employee of the order, appeal the order in writing through the Director of Human Resources to the Merit Board. Alternatively, the employee may file a written election with the Director of Human Resources waiving the employee's right to appeal to the Merit Board in favor of appeal to a Disability Review Arbitrator. J. In the event of an appeal either to the Merit Board or the Disability Review Arbitrator, the employee has the burden of proof to show that either: SECTION 14 - SICK LEAVE DSA RANK & FILE - 40 - 2019 – 2023 MOU 1. the physical or mental health condition cited by the appointing authority does not exist, or 2. the physical or mental health condition does exist, but it is not sufficient to prevent, preclude, or impair the employee's performance of duty, or is not sufficient to endanger the health or safety of the employee, other employees, or the public. K. If the appeal is to the Merit Board, the order and appeal shall be transmitted by the Director of Human Resources to the Merit Board for hearing under the Merit Board's Procedures, Section 1114-1128 inclusive. Medical reports submitted in evidence in such hearings shall remain confidential information and shall not be a part of the public record. L. If the appeal is to a Disability Review Arbitrator, the employee (and his representative) will meet with the County's representative to mutually select the Disability Review Arbitrator, who may be a de facto arbitrator, or a physician, or a rehabilitation specialist, or some other recognized specialist mutually selected by the parties. The arbitrator shall hear and review the evidence. The decision of the Disability Review Arbitrator shall be binding on both the County and the employee. 1. Scope of the Arbitrator's Review. a. The arbitrator may affirm, modify or revoke the leave of absence or suspension. b. The arbitrator may make his decision based only on evidence submitted by the County and the employee. c. The arbitrator may order back pay or paid sick leave credits for any period of leave of absence or suspension if the leave or suspension is found not to be sustainable, subject to the employee's duty to mitigate damages. d. The arbitrator's fees and expenses shall be paid one-half by the County and one-half by the employee or employee's association. 14.5 Workers' Compensation. A. State Labor Code 4850 Pay. Law enforcement officers as defined in State Labor Code 4850 who are members of the Contra Costa County Retirement System continue to receive full salary benefits in lieu of temporary disability during any absence from work which qualifies for Workers' Compensation benefits. Currently, the maximum 4850 pay is one (1) year for any injury or illness. To be eligible for this benefit the employee must be under the care of a physician. All 4850 pay shall be approved by the County Administrator's Office, Risk Management Division. SECTION 14 - SICK LEAVE DSA RANK & FILE - 41 - 2019 – 2023 MOU B. Sick Leave and Vacation. Sick leave and vacation shall accrue in accordance with the provision of State Labor Code 4850. C. 4850 Pay Beyond One Year. If an injured employee remains eligible for Workers' Compensation temporary disability benefits beyond one year, full salary will continue by integrating sick leave and/or vacation accruals with Workers' Compensation benefits (use of vacation accruals must be approved by the department and the employee). If salary integration is no longer available because accruals are exhausted, Workers' Compensation benefits will be paid directly to the employee as prescribed by Workers' Compensation laws. D. Rehabilitation Integration. An injured employee who is eligible for Workers' Compensation rehabilitation temporary disability benefits and who has exhausted 4850 pay eligibility will continue to receive full salary by integrating sick leave and/or vacation accruals with Workers' Compensation rehabilitation temporary disability benefits. When these accruals are exhausted, the rehabilitation temporary disability benefits will be paid directly to the employee as prescribed by Workers' Compensation laws. E. Health Insurance. The County contribution to the employee's group insurance plan(s) continues during the 4850 pay period and during integration of sick leave or vacation with Workers' Compensation benefits. F. Integration Formula. An employee's sick leave and/or vacation charges shall be calculated as follows: C = 8 [1 - (W : S)] C = Sick leave or vacation charge per day (in hrs.) W = Statutory Workers' Compensation for a month S = Monthly salary 14.6 Workers' Compensation & Continuing Pay for Non-Sworn Employees. A. Waiting Period. 1. Employees who leave work as a result of an on the job injury will have the balance of that day charged to sick leave and/or vacation accruals. This will be considered as the last day worked for purposes of determining Workers’ Compensation benefits. 2. There is a three (3) calendar day waiting period before Workers’ Compensation benefits commence. If the injured worker loses any time on the day of injury, that day counts as day one (1) of the waiting period. If the injured worker does not lose time on the day of injury, the waiting period will be the first three (3) calendar days the employee does not work as a result of the injury. The time the employee is scheduled to work during this waiting period will be charged to the employee’s sick leave and/or vacation accruals. In order to qualify for Workers’ Compensation the employee must be under the care of a physician. Temporary SECTION 14 - SICK LEAVE DSA RANK & FILE - 42 - 2019 – 2023 MOU compensation is payable on the first three (3) days of disability when the injury necessitates hospitalization, or when the disability exceeds fourteen (14) days. B. Continuing Pay. 1. "Compensable temporary disability absence" for the purpose of this Section, is any absence due to work connected disability which qualifies for temporary disability compensation under Workers' Compensation Law set forth in Division 4 of the California Labor Code. When any disability becomes medically permanent and stationary, the salary provided by this Section shall terminate. The employee shall return to the County all temporary disability payments received by him from any County funded Workers’ Compensation or other County wage replacement program. No charge shall be made against sick leave or vacation for these salary payments. Sick leave and vacation rights shall not accrue for those periods during which continuing pay is received. The maximum period of continuing pay for any one injury or illness shall be up to one (1) year from the date of temporary disability. If Workers' Compensation becomes taxable, the County agrees to restore the benefit to (100% of monthly salary). 2. Continuing pay begins at the same time that temporary Workers' Compensation starts and continues until the temporary disability ends, or until one (1) year from the date of temporary disability payments, whichever comes first, provided the employee remains in an active employed status. Continuing pay is automatically terminated on the date an employee is separated from County service by resignation, retirement, layoff, suspension or any other action that determines the employee is no longer employed by the County. In these instances, employee will be paid Workers' Compensation benefits as prescribed by Workers' Compensation laws. All continuing pay will be cleared through the County Administrator's Office, Risk Management Division. 3. Employees shall receive 70% for twelve consecutive months from the date of injury. C. Whenever an employee who has been injured on the job and has returned to work is required by an attending physician to leave work for treatment during working hours the employee shall be allowed time off up to three (3) hours for such treatment without loss of pay or benefits. Said visits are to be scheduled contiguous to either the beginning or end of the scheduled work day whenever possible. This provision applies only to injuries/illnesses that have been accepted by the County as a job connected injury. D. Full Pay Beyond One Year. If an injured employee remains eligible for temporary disability beyond one (1) year, the employee's applicable salary will continue by integrating sick leave and/or vacation accruals with Workers' SECTION 15 - LEAVE OF ABSENCE DSA RANK & FILE - 43 - 2019 – 2023 MOU Compensation benefits. If salary integration is no longer available, Workers' Compensation benefits will be paid directly to the employee as prescribed by Workers' Compensation laws. E. Rehabilitation Integration. An injured employee who is eligible for Workers' Compensation Rehabilitation Temporary Disability benefits and whose disability is medically permanent and stationary will continue to receive his/her applicable salary by integrating sick leave and/or vacation accruals with Workers' Compensation Rehabilitation Temporary Disability benefits until those accruals are exhausted. Thereafter, the Rehabilitation Temporary Disability benefits will be paid directly to the employee. F. Health Insurance. The County contribution to the employee's group insurance plan(s) continues during the continuing pay period and during integration of sick leave or vacation with Workers' Compensation benefits. G. Method of Integration. An employee's sick leave and/or vacation charges shall be calculated as follows: C = 8 [1 - (W ÷ S)] C = Sick leave or vacation charge per day (in hours) W = Statutory Workers' Compensation for a month S = Monthly salary 14.7 Labor-Management Committee. On May 26, 1981 the Board of Supervisors established a labor-management committee to administer a rehabilitation program for disabled County employees. It is understood that the benefits specified above in this Section 14 shall be coordinated with any disabled employee's rehabilitation program. 14.8 Accrual During Leave Without Pay. No employee who has been granted a leave without pay shall accrue any sick leave credits during the time of such leave nor shall an employee who is absent without pay accrue sick leave credits during the absence. Exception: Employees on unpaid military leave shall accrue sick leave credits. SECTION 15 - LEAVE OF ABSENCE 15.1 Leave Without Pay. Any employee who has permanent status in the classified service may be granted a leave of absence without pay upon written request, approved by the appointing authority; provided, however, that leaves under the Pregnancy Disability Leave Act, Family and Medical Leave Act (FMLA), and California Family Rights Act (CFRA) shall be granted in accordance with applicable state and federal law. 15.2 General Administration - Leaves of Absence. Requests for leave without pay shall be made in writing and shall state specifically the reason for the request, the date when it is desired to begin the leave and the probable date of return. SECTION 15 - LEAVE OF ABSENCE DSA RANK & FILE - 44 - 2019 – 2023 MOU A. Leave without pay may be granted for up to one (1) year for any of the following reasons: 1. Employee’s own illness, disability, or serious health condition; 2. pregnancy or pregnancy disability; 3. family care; for family members as defined in Section 15.3; 4. to take a course of study such as will increase the employee's usefulness on return to the position; 5. for other reasons or circumstances acceptable to the appointing authority. B. An employee should request a leave of absence at least thirty (30) days before the leave is to begin if the need for the leave is foreseeable. If the need is not foreseeable, the employee must provide written notice to the employer of the need for family care leave as soon as possible and practical. C. An appointing authority may extend such leave for additional periods. The procedure in granting extensions shall be the same as that in granting the original leave, provided that the request for extension must be made not later than thirty (30) calendar days before the expiration of the original leave. 15.3 Family and Medical Leave Act (FMLA) and/or California Family Rights Act (CFRA) A. Definitions. For Family and Medical Leave Act (FMLA) and/or California Family Rights Act (CFRA) leaves of absence under Section 15, the following definitions apply: 1. Child: A biological, adopted, or foster child, stepchild, legal ward, conservatee, or a child who is under eighteen (18) years of age for whom an employee stands in loco parentis or for whom the employee is the guardian or conservator, or an adult dependent child of the employee. 2. Parent: A biological, foster, or adoptive parent, a stepparent, legal guardian, conservator, or other person standing in loco parentis to a child. 3. Spouse: A partner in marriage as defined in Family Code Section 300. 4. Domestic Partner: As defined in Family Code Section 297. 5. Serious Health Condition: An illness, injury, impairment, or physical or mental condition which involves either inpatient care in a hospital, hospice or residential health care facility or continuing treatment or continuing supervision by a health care provider (e.g. physician or surgeon) and which, for family care leave only, warrants the participation of a family SECTION 15 - LEAVE OF ABSENCE DSA RANK & FILE - 45 - 2019 – 2023 MOU member to provide care during a period of treatment or supervision, as defined by state and federal law. 6. Certification for Family & Medical Leave Act (FMLA)/California Family Rights Act (CFRA): A written communication to the employer from a health care provider of an employee with a serious health condition or illness or from a health care provider of a person for whose care the leave is being taken which need not identify the serious health condition involved, but shall contain: a. the date, if known, on which the serious health condition commenced; b. the probable duration of the condition; c. for family care, an estimate of the frequency and duration of the leave required to render care or supervision for the family member; d. for an employee’s serious health condition, a statement whether the employee is able to work, or is unable to perform one or more of the essential functions of his/her position; e. if for intermittent leave or a reduced work schedule leave, the certification should indicate the intermittent leave or reduced work schedule needed for the employee’s serious health condition or for the care of the employee’s family member and its expected duration. 7. Comparable Positions: A position with the same or similar duties and pay which can be performed at the same or similar geographic location as the position held prior to the leave. Ordinarily, the job assignment will be the same duties in the same program area located in the same city, although specific clients, caseload, co-workers, supervisor(s), or other staffing may have changed during an employee's leave. B. Section 15.2 notwithstanding, any employee who has permanent status, been employed by the County for at least twelve (12) months and who has worked at least 1250 hours in the twelve (12) months immediately preceding the start of leave shall be granted upon request to the appointing authority, a leave of absence due to the employee’s serious health condition or for Family and Medical Leave Act (FMLA) and California Family Rights Act (CFRA) for up to twelve (12) weeks during a rolling twelve (12) month period (measured backward from the date an employee uses any FMLA leave) in accordance with the following provisions: Section 15.2 notwithstanding, any employee who has permanent status, been employed by the County for at least twelve (12) months and who has worked at least 1250 hours in the twelve (12) months immediately preceding the start of leave shall be granted upon request to the appointing authority, a leave of absence due to the employee’s serious health condition or for Family and Medical Leave Act (FMLA) and California Family Rights Act SECTION 15 - LEAVE OF ABSENCE DSA RANK & FILE - 46 - 2019 – 2023 MOU (CFRA) for up to twelve (12) weeks during a rolling twelve (12) month period (measured backward from the date an employee uses any FMLA leave) in accordance with the following provisions: EXAMPLE: An employee takes time away from work due to the birth of their child in May. The leave period lasts twelve (12) weeks. In November, they are scheduled for surgery. Their leave request in November cannot be counted towards FMLA because they have already utilized their 12-week entitlement during their leave in May. 1. medical leave of absence for the employee's own serious health condition which makes the employee unable to perform the functions of the employee's position; or 2. FMLA/CFRA leave of absence without pay for reason of the birth of a child of the employee, the placement of a child with an employee in connection with the adoption or foster care of the child by the employee, or the serious illness or health condition of a child, parent, spouse, or domestic partner of the employee. The employee may be asked to provide certification of the need for FMLA/CFRA. Additional period(s) of family care or medical leave may be granted by the appointing authority. C. Intermittent Use of Leave. The twelve (12) week entitlement may be in broken periods, intermittently on a regular or irregular basis, or may include reduced work schedules depending on the specific circumstances and situations surrounding the request for leave. The twelve (12) weeks may include use of appropriate available paid leave accruals when accruals are used to maintain pay status, but use of such accruals is not required beyond that specified in Section 15.6.B below. When paid leave accruals are used for FMLA/CFRA leave, such time shall be counted as a part of the twelve (12) week entitlement. D. Use for Parents. In the situation where both parents are employed by the County, the FMLA/CFRA entitlement based on the birth, adoption or foster care of a child is twelve (12) weeks each during a “rolling” twelve (12) month period measured backward from the date the employee uses his/her FMLA/CFRA leave. 15.4 Pregnancy Disability Leave. Insofar as pregnancy disability leave is used under Section 14.2.D - Sick Leave Utilization for Pregnancy Disability, that time will not be considered a part of the twelve (12) week California Family Rights Act (CFRA) leave. 15.5 Group Health Plan Coverage. A. During Leave of Absence. Employees who were members of one of the group health plans prior to commencement of their leave of absence can maintain their health plan coverage with the County contribution by maintaining their SECTION 15 - LEAVE OF ABSENCE DSA RANK & FILE - 47 - 2019 – 2023 MOU employment in pay status as described in Section 15.6. In order to maintain such coverage, employees are required to pay timely the full employee contribution to maintain their group health plan coverage, either through payroll deduction or by paying the County directly. B. During Family Medical Leave Act (FMLA)/California Family Rights Act (CFRA) Leave. During the twelve (12) weeks of an approved FMLA/CFRA leave under Section 15.3 above, the County will continue its contribution for such health plan coverage even if accruals are not available for use to maintain pay status as required under Section 15.6. In order to maintain such coverage, employees are required to pay timely the full employee contribution to maintain their group health plan coverage, either through payroll deduction or by paying the County directly. 15.6 Leave Without Pay - Use of Accruals. A. Sick leave accruals may not be used during any leave of absence, except as allowed under Section 14 - Sick Leave. 15.7 Military Leave. Any employee who is required to serve as a member of the State Militia or the United States Army, Navy, Air Force, Marine Corps, Coast Guard or any division thereof shall be granted a military leave for the period of such service, up to a maximum of five (5) years as permitted by the federal Uniformed Services Employment & Reemployment Rights Act (USERRA), plus ninety (90) days. An employee who volunteers for such service shall be granted a leave of absence if necessary in accordance with applicable state or federal laws. Upon the termination of such service or upon honorable discharge, the employee shall be entitled to return to his/her position in the classified service without any loss of standing of any kind whatsoever provided such position still exists, the employee is otherwise qualified, and the employee’s cumulative military service does not exceed five (5) years for reemployment purposes as defined in USERRA. An employee who has been granted a military leave shall not, by reason of such absence, suffer any loss of vacation, holiday, or sick leave privileges which may be accrued at the time of such leave, nor shall the employee be prejudiced thereby with reference to salary adjustments or continuation of employment. For purposes of determining eligibility for salary adjustments or seniority in case of layoff or promotional examination, time on military leave shall be considered as time in County service. Any employee who has been granted a military leave, may upon return, be required to furnish such evidence of performance of military service or of honorable discharge as the Director of Human Resources may deem necessary. 15.8 Return From Leave of Absence. A. Early Return. Whenever an employee who has been granted a leave without pay desires to return before the expiration of such leave, the employee shall submit a request to the appointing authority in writing at least fifteen (15) days in SECTION 15 - LEAVE OF ABSENCE DSA RANK & FILE - 48 - 2019 – 2023 MOU advance of the proposed early return provided, however, that less notification may be approved at the discretion of the appointing authority or his/her designee. Early return is subject to prior approval by the appointing authority. The Human Resources Department shall be notified promptly of such return. B. Leave of Absence Reinstatement. Any permanent employee who requests reinstatement to the classification held by the employee in the same department at the time the employee was granted a leave of absence, shall be reinstated to a position in that classification and department and then only on the basis of seniority. C. Leave of Absence Replacement. In case of severance from service or displacement by reason of the reinstatement of a permanent employee returning from a leave of absence, the provisions of Section 11 - Seniority, Workforce Reduction, Layoff, & Reassignment, seniority shall apply. D. Reinstatement From Family Medical Leave Act (FMLA)/California Family Rights Act (CFRA) Leave of Absence. In the case of a family care or medical leave, an employee on a 5/40 schedule shall be reinstated to the same or comparable position if the return to work is after no more than sixty (60) work days of leave from the initial date of a continuous leave, including use of accruals, or within the equivalent on an alternate work schedule. A full time employee taking an intermittent or reduced work schedule leave shall be reinstated to the same or comparable position if the return to work on a full schedule is after no more than 480 hours, including use of accruals, of intermittent or reduced work schedule leave. At the time the original leave is approved, the appointing authority shall notify the employee in writing of the final date to return to work, or the maximum number of hours of leave, in order to guarantee reinstatement to the same or comparable position. An employee on a schedule other than 5/40 shall have the time frame for reinstatement to the same or comparable position adjusted on a pro rata basis. E. Shift Bidding. An employee who is on a leave of absence more than thirty (30) days, or scheduled to be on a leave of absence of more than thirty (30) days at the time of a quarterly sign-up, shall not be allowed to bid on a shift. Upon return, the employee shall be placed in an available shift, at the County’s discretion. 15.9 Appeal of Denial. The decision of the appointing authority on granting or denying leave or early return from leave shall be subject to appeal to the Director of Human Resources and not subject to appeal through the grievance procedure set forth in this MOU. 15.10 Salary Review While on Leave of Absence. The salary of an employee who is on leave of absence from a County position on any anniversary date and who has not been absent from the position on leave without pay more than six (6) months during the preceding year shall receive salary increments that may accrue to them during the period of military leave. SECTION 16 - JURY DUTY AND WITNESS DUTY DSA RANK & FILE - 49 - 2019 – 2023 MOU 15.11 Unauthorized Absence. An unauthorized absence from the work site or failure to report for duty after a leave request has been disapproved, revoked, or cancelled by the appointing authority, or at the expiration of a leave shall be without pay. Such absence may also be grounds for disciplinary action. SECTION 16 - JURY DUTY AND WITNESS DUTY 16.1 Jury Duty. For purposes of this Section, jury duty shall be defined as any time an employee is obligated to report to the court. When called for jury duty, County employees, like other citizens, are expected to discharge their jury duty responsibilities. Employees shall advise their department as soon as possible if scheduled to appear for jury duty. If summoned for jury duty in a Municipal, Superior, or Federal Court, or a Coroners jury, employees may remain in their regular County pay status, or they may take paid leave (vacation, floating holiday, etc.) or leave without pay and retain all fees and expenses paid to them. When an employee is summoned for jury duty selection or is selected as a juror in a Municipal, Superior or Federal Court, employees may remain in a regular pay status if they waive all fees (other than mileage), regardless of shift assignment and the following shall apply: a. If an employee elects to remain in a regular pay status and waive or surrender all fees (other than mileage), the employee shall obtain from the Clerk or Jury Commissioner a certificate indicating the days attended and noting that fees other than mileage are waived or surrendered. The employee shall furnish the certificate to his department where it will be retained as a department record. No Absence/Overtime Record is required. b. An employee who elects to retain all fees must take leave (vacation, floating holiday, etc.) or leave without pay. No court certificate is required but an Absence/Overtime Record must be submitted to the department payroll clerk. Employees are not permitted to engage in any employment regardless of shift assignment or occupation before or after daily jury service that would affect their ability to properly serve as jurors. An employee on short notice standby to report to court, whose job duties make short notice response impossible or impractical, shall be given alternate work assignments for those days to enable them to respond to the court on short notice. SECTION 17 – MEDICAL, DENTAL, AND LIFE INSURANCE DSA RANK & FILE - 50 - 2019 – 2023 MOU When an employee is required to serve on jury duty, the County will adjust that employee's work schedule to coincide with a Monday to Friday schedule for the remainder of their service, unless the employee requests otherwise. Participants in 9/80 or 4/10 work schedules will not receive overtime or compensatory time credit for jury duty on their scheduled days off. Permanent-intermittent employees are entitled to paid jury duty leave only for those days on which they were previously scheduled to work. 16.2 Witness Duty. Employees called upon as a witness or an expert witness in a case arising in the course of their work or the work of another department may remain in their regular pay status and turn over to the County all fees and expenses paid to them other than mileage allowance or they may take vacation leave or leave without pay and retain all fees and expenses. Employees called to serve as witnesses in private cases or personal matters (e.g., accident suits and family relations) shall take vacation leave or leave without pay and retain all witness fees paid to them. Retention or waiver of fees shall be governed by the same provisions as apply to jury duty as set forth in Section 16 of this MOU. Employees shall advise their department as soon as possible if scheduled to appear for witness duty. Permanent intermittent employees are entitled to paid witness duty only for those days on which they were previously scheduled to work. SECTION 17 – MEDICAL, DENTAL, AND LIFE INSURANCE 17.1 Health Plan. The County will provide group health benefits through the California Public Employees’ Retirement System (CalPERS) for all permanent full-time employees, and permanent part-time employees regularly scheduled to work at least twenty (20) hours per week in classes represented by DSA. The CalPERS health care program, as regulated by the Public Employees’ Medical and Hospital Care Act (PEMHCA), regulations issued pursuant to PEMHCA, and the administration of PEMHCA by CalPERS, controls on all health plan issues for employees who receive health care coverage from CalPERS, including, but not limited to, eligibility, benefit plans, benefit levels, minimum premium subsidies, and costs. 17.2 Contra Costa Health Plan (CCHP). Because CCHP has met the minimum standards required under PEMHCA and is approved as an alternative CalPERS plan option, DSA members and COBRA counterparts may elect to enroll in CCHP under the CalPERS plan rules and regulations. 17.3 CalPERS Health Plan Monthly Premium Subsidy. The County’s subsidy to the CalPERS monthly health plan premiums is as provided below. The employee must pay any CalPERS health plan premium costs that are greater than the County’s subsidy identified in Section 17.3(A). SECTION 17 – MEDICAL, DENTAL, AND LIFE INSURANCE DSA RANK & FILE - 51 - 2019 – 2023 MOU A. County Premium Subsidy On and After January 1, 2012. Beginning on January 1, 2012, the amount of the County premium subsidy that is paid for employees and eligible family members will be as follows: 1. Health Plans Employee/Retiree/Survivor Only $ 528.18 Employee/Retiree/Survivor & One Dependent $1,056.36 Employee/Retiree/Survivor & Two or more Dependents $1,373.27 B. County Premium Subsidy On and After January 1, 2013. Beginning on January 1, 2013, the County will pay the monthly premium subsidy amounts for employees and eligible family members that are stated in section A (1) above. In addition, if there is an increase in the Kaiser Bay Area premium for calendar year 2013, the County will pay seventy-five percent (75%) of that increase, and the employees will pay twenty-five percent (25%) of that increase. C. County Premium Subsidy On and After January 1, 2014. For the plan year that begins on January 1, 2014, the County will pay a monthly premium subsidy for each health plan that is equal to the actual dollar monthly premium subsidy that is paid by the County as of November 30, 2013. In addition, if there is an increase in the monthly premium charged by a health plan for 2014, the County and the employee will each pay fifty percent (50%) of that increase. For each calendar year thereafter, the County and the employee will each pay fifty percent (50%) of the monthly premium increase above the 2013 plan premium. D. Effective January 1, 2014, in the first calendar year that a new health plan is offered, the County monthly premium subsidy will be equal to the corresponding Kaiser monthly premium in the CalPERS region for that health plan. For each calendar year thereafter, the County and the employee will each pay fifty percent (50%) of the monthly premium increase that is above the plan premium for the first year of the new plan. E. In the event, in whole or in part, that the above County premium subsidy amounts are greater than one hundred percent (100%) of the applicable premium of any plan, for any plan year, the County’s contribution will not exceed one hundred percent (100%) of the applicable plan premium. 17.4 Dental Plan. The County may, during the term of this MOU, change dental care providers, so long as the level of benefits provided is not reduced. 17.5 Dental Plan Contribution. The County’s contribution to the monthly dental plan premiums shall be as provided below. These contributions are provided only for permanent full-time and permanent SECTION 17 – MEDICAL, DENTAL, AND LIFE INSURANCE DSA RANK & FILE - 52 - 2019 – 2023 MOU part-time employees regularly scheduled to work at least twenty (20) hours per week. Permanent-intermittent and permanent part-time employees working less than twenty (20) hour per week may enroll in a dental plan but are not entitled to the County’s contribution. Any increases in dental plan costs greater than the County’s contributions identified below during the duration of this M.O.U. shall be borne by the employee: a. Delta, and PMI Delta Care: County will contribute seventy-seven percent (77%) toward the monthly dental premium. Beginning on January 1, 2014, the County will pay a monthly dental premium subsidy for each dental plan that is equal to the actual dollar monthly premium subsidy that is paid by the County for 2013. If there is an increase in the premium charged by a dental plan for 2014, the County and the employee will each pay fifty percent (50%) of the increase. For each calendar year thereafter, the County and the employee will each pay fifty percent (50%) of the premium increase that is above the 2013 plan premium. b. Dental Only: Employees who elect dental coverage as stated above without health coverage will pay one cent ($.01) per month for such coverage. Beginning on January 1, 2014, the County will pay a monthly dental premium subsidy for each dental plan that is equal to the actual dollar monthly premium subsidy that is paid by the County for 2013. If there is an increase in the premium charged by a dental plan for 2014, the County and the employee will each pay fifty percent (50%) of the increase. For each calendar year thereafter, the County and the employee will each pay fifty percent (50%) of the premium increase that is above the 2013 plan premium. 17.6 Orthodontia Coverage. The County will continue to offer Orthodontia coverage to all permanent employees in classes represented by the DSA who participate in a County dental plan. The cost for orthodontia coverage is borne 100% by each enrolled employee. Premium payments are made by payroll deduction or direct pay, as applicable. 17.7 Rate Information. The County Benefits Service Unit will make dental plan rate information and, to the extent possible, CalPERS health plan rate information available to employees and departments upon request. In addition, the County Benefits Service Unit will publish and distribute to employees and departments information about rate changes as they occur during the year. 17.8 Life Insurance Benefit Under Health and Dental Plans. For permanent employees who are enrolled in a County sponsored health or dental plan as either the primary insured or a dependent, term life insurance in the amount of ten thousand dollars ($10,000) will be provided by the County. 17.9 Life Insurance Contribution. The County will pay the entire premium on behalf of permanent full-time and permanent part-time employees regularly scheduled to work at least twenty (20) hours per week who elect health and/or dental coverage. Permanent-intermittent and permanent part-time employees working less than twenty (20) hours per week may participate in the Life Insurance Plan at their full personal expense, which shall not exceed the County’s cost, provided they elect health and/or dental coverage. SECTION 17 – MEDICAL, DENTAL, AND LIFE INSURANCE DSA RANK & FILE - 53 - 2019 – 2023 MOU 17.10 Premium Payments. Employee participation in any medical, dental, or life insurance plan is contingent upon the employee authorizing payroll deduction by the County of the employee’s share of the premium cost. The County's contribution to health plan and dental plan monthly premiums are payable as follows: A. CalPERS Plan (Includes Alternate CCHP Plan). The County's contribution to the health plan premium is payable one (1) month in advance. If an employee’s compensation in any month is not sufficient to pay the employee share of the premium, the employee must make up the difference by remitting the amount delinquent to the County. The responsibility for this payment rests solely with the employee. B. Dental and Life Insurance Plans. The County's contribution to the dental and life insurance premium (as described in Sections 17.5 and 17.9) is payable monthly. If an employee’s compensation in any month is not sufficient to pay the employee share of the premium, the employee must make up the difference by remitting the amount delinquent to the County. The responsibility for this payment rests solely with the employee. 17.11 Extended Coverage. An employee on approved leave without pay shall be allowed to continue his/her health/dental/life insurance coverage provided that the employee shall pay their share of the monthly premium by the tenth day of each month, during said leave. An employee who terminates County employment is covered through the last day of the month in which he/she is paid for County dental plans and through the last day of the month following the month of termination for CalPERS plans. Employees who terminate County employment may continue Group Health/Dental plan coverage to the extent provided under the COBRA regulations. 17.12 Retirement Coverage. Upon retirement, employees may, subject to plan requirements, remain in the same County group medical plan if immediately before their retirement they are currently enrolled in one of the County sponsored CalPERS Health Plans or if on authorized leave of absence without pay, they have retained continuous coverage during the leave period. 1. Government Code section 22892 applies to all employees who were hired on or before January 1, 2007, and to all employees who are hired on or after October 1, 2011. 2. For employees hired between January 2, 2007 and September 30, 2011, inclusive, Government Code section 22892 does not apply, and the following provisions apply instead: a. As soon as practical the County will modify its agreement with the CalPERS Health Benefit Program to incorporate the provisions of SECTION 17 – MEDICAL, DENTAL, AND LIFE INSURANCE DSA RANK & FILE - 54 - 2019 – 2023 MOU Government Code Section 22893 for employees who are hired on or after January 2, 2007, but before October 1, 2011. b. Government Code Section 22893. Notwithstanding Section 22892, the percentage of employer contribution payable for post-retirement health benefits for any employee of a contracting agency subject to this section shall, except as provided in Government Code Section 22893, subdivision (b), be based on the member’s completed years of credited county service at retirement as shown in the following table: Credited Years of Service Percentage of Employer Contribution 10 50 11 55 12 60 13 65 14 70 15 75 16 80 17 85 18 90 19 95 20 or more 100 The employee’s contribution shall be adjusted each year in accordance with Government Code Section 22893. The County will provide medical premium payments for employees who retire from the County in accordance with Government Code Section 22893. 17.13 Dual Coverage. A. CalPERS Health Plan. Employees must adhere to the rules as established by CalPERS. B. On and after January 1, 2012, each employee and retiree may be covered by only a single County health and/or a single County dental plan. For example, a County employee may be covered under a single County health plan as either the primary insured or the dependent of another County employee or retiree, but not as both the primary insured and the dependent of another County employee or retiree. C. On and after January 1, 2012, each dependent may be covered by the health and/or dental plan of only one spouse or one domestic partner. For example, when both parents are County employees, all of their eligible children may be covered as dependents of either, parent, but not both. SECTION 17 – MEDICAL, DENTAL, AND LIFE INSURANCE DSA RANK & FILE - 55 - 2019 – 2023 MOU D. For purposes of this section 17.13 - Dual Coverage, "County" includes the County of Contra Costa and all Board of Supervisors governed special districts, such as the Contra Costa County Fire Protection District. 17.14 Employee Assistance Program. Any County contract which provides an employee assistance program applicable to DSA represented employees, including the present contract with Occupational Health Services, shall include the following language: "Records, including any information whether recorded or not, pertaining to the identity, diagnosis or treatment of any employee or the employee's family dependent(s) which are maintained in connection with the performance of this contract shall be confidential, even as to the employer, and disclosed only under the following circumstances: A. When disclosure is authorized with the written and signed consent of the employee or the family dependent(s). Such consent must state: 1. the name of the person or organization to whom disclosure is to be made; 2. the specific type of information to be disclosed; 3. the purpose or need for such disclosure. 4. When an employee's records are subpoenaed and are not otherwise protected by professional privileged relationships, contractor will notify the employee whose records are subpoenaed immediately by phone, if possible, and in any event in writing as soon as possible. Written communication shall inform the employee of his/her access to DSA for aid if he/she so desires. Contractor will cooperate with employee and/or his legal representative in asserting confidentiality. Subpoenaed records will only be turned over after a court order. The employer bears no responsibility under this paragraph. 5. Contractor agrees to operate a system of records on individuals in accordance with all State and Federal laws pertaining to the confidentiality of alcohol, drug, and mental health records and the Federal Privacy Act of 1974. D. The Association is a third-party beneficiary.” 17.15 Health Care Spending Account. The County will continue to offer regular full- time and part-time (20/40 or greater) County employees the option to participate in a Health Care Spending Account (HCSA) Program designed to qualify for tax savings under Section 125 of the Internal Revenue Code, but such savings are not guaranteed. The HCSA Program allows employees to set aside a pre-determined amount of money from their paycheck for health care expenses not reimbursed by any other health benefits plan with before-tax dollars. HCSA dollars can be expended on any eligible SECTION 18 - PROBATIONARY PERIOD DSA RANK & FILE - 56 - 2019 – 2023 MOU medical expenses allowed by Internal Revenue Code Section 125. Any unused balance is forfeited and cannot be recovered by the employee. 17.16 Dependent Care Assistance Program. The County will continue to offer the option of enrolling in a Dependent Care Assistance Program (DCAP) designed to qualify for tax savings under Section 129 of the Internal Revenue Code, but tax savings are not guaranteed. The program allows employees to set aside up to five thousand dollars ($5,000) of annual salary (before taxes) per calendar year to pay for eligible dependent care (child and elder care) expenses. Any unused balance is forfeited and cannot be recovered by the employee. 17.17 Premium Conversion Plan. The County will continue to offer the Premium Conversion Plan (PCP) designed to qualify for tax savings under Section 125 of the Internal Revenue Code, but tax savings are not guaranteed. The program allows employees to use pre-tax dollars to pay medical and dental premiums. 17.18 Computer Vision Care (CVC) Users Eye Exam. The County agrees to provide to all non-sworn employees an annual eye examination on County time at County expense provided that the employee regularly uses a video display terminal at least an average of two (2) hours per day as certified by their department. Employees certified for examination under this program must process their request through the Employee Benefits Division of the Human Resources Department. Should prescription eyeglasses be prescribed for the employee following the examination, the County agrees to provide, at no cost, the basic coverage which includes a fifty dollar ($50) frame and single vision lenses. Employees may, through individual arrangement between the employee and their doctor and solely at the employee’s expense, include bifocal, trifocal or blended lenses and other care, services or materials not covered by the Plan. The basic plan coverage, including the examination, may be credited toward the employee-enhanced benefit. The County will offer active permanent full-time and active permanent part-time employees the option to enroll in a voluntarily vision plan during the County’s open enrollment. Employees will pay the full premium cost of the plan. The County will contract with VSP Vision Care for a voluntary vision plan with no co-pays. The vision plan is not available to permanent-intermittent employees. 17.19 Prevailing Section. To the extent that any provision of this Section (Section 17 – Medical, Dental, and Life Insurance) is inconsistent with any provision of any other County enactment or policy, including but not limited to Administrative Bulletins, the Salary Regulations, the Personnel Management Regulations, or any other resolution or order of the Board of Supervisors, the provision(s) of this Section (Section 17 – Medical, Dental, and Life Insurance) will prevail. SECTION 18 - PROBATIONARY PERIOD 18.1 Length of Probation. Effective January 1, 1990, upon initial appointment all employees, except those in the classifications listed below, will serve a one (1) year probationary period in classifications represented by the DSA. SECTION 18 - PROBATIONARY PERIOD DSA RANK & FILE - 57 - 2019 – 2023 MOU A. Deputy Sheriff Criminalist I (6DWA) will serve an eighteen (18) month probationary period. B. Effective January 1, 2014, employees promoted into the classification of Sheriff’s Dispatcher II (64WM) will serve a six (6) month probationary period. 18.2 Revised Probationary Period. When the probationary period for a class is changed, only new appointees to positions in the classification shall be subject to the revised probationary period. 18.3 Criteria. The probationary period shall commence from the date of appointment. It shall not include time served in provisional or temporary appointments or any period of continuous absence or temporary modified duty assignment exceeding fifteen (15) calendar days, except as otherwise provided in the Personnel Management Regulations or by law. For those employees appointed to permanent-intermittent positions with a six (6) months probation period, probation will be considered completed upon serving one thousand (1,000) hours after appointment except that in no instance will this period be less than six (6) calendar months from the beginning of probation. If a permanent- intermittent probationary employee is reassigned to full-time, credit toward probation completion in the full-time position shall be prorated on the basis of one hundred seventy-three (173) hours per month. 18.4 Rejection During Probation. An employee who is rejected during the probation period and restored to the eligible list shall begin a new probationary period if subsequently certified and appointed. A. Appeal from Rejection. Notwithstanding any other provisions of this section, an employee (Probationer) shall have the right to appeal from any rejection during the probationary period based on political or religious affiliations or opinions, association activities, or race, color, national origin, sex, age, disability or sexual orientation. B. The appeal must be written, must be signed by the employee and set forth the grounds and facts by which it is claimed that grounds for appeal exist under subsection A and must be filed through the Director of Human Resources to the Merit Board by 5:00 p.m. on the 7th calendar day after the date of delivery to the employee of notice of rejection. C. The Merit Board shall consider the appeal, and if it finds probable cause to believe that the rejection may have been based on grounds prohibited in subsection A, it may refer the matter to a Hearing Officer for hearing, recommended findings of fact, conclusions of law and decision, pursuant to the relevant provisions of the Merit Board rules in which proceedings the rejected probationer has the burden of proof. SECTION 18 - PROBATIONARY PERIOD DSA RANK & FILE - 58 - 2019 – 2023 MOU D. If the Merit Board finds no probable cause for a hearing, it shall deny the appeal. If, after hearing, the Merit Board upholds the appeal, it shall direct that the appellant be reinstated in the position and the appellant shall begin a new probationary period unless the Merit Board specifically reinstates the former period. 18.5 Regular Appointment. The regular appointment of a probationary employee shall begin on the day following the end of the probationary period, subject to the condition that the Director of Human Resources receive from the appointing authority a statement in writing that the services of the employee during the probationary period were satisfactory and that the employee is recommended for permanent appointment. A probationary employee may be rejected at any time during the probation period without regard to the Skelly provisions of this MOU, without notice and without right of appeal or hearing. If the appointing authority has not returned the probation report, or the appointing authority fails to submit in a timely manner the proper written documents certifying that a probationary employee has served in a satisfactory manner and later acknowledges it was his or her intention to do so, the regular appointment shall begin on the day following the end of the probationary period. Notwithstanding any other provisions of the MOU, an employee rejected during the probation period from a position in the Merit System to which the employee had been promoted or transferred from an eligible list, shall be restored to a position in the department from which the employee was promoted or transferred. An employee dismissed for other than disciplinary reasons within six (6) months after being promoted or transferred from a position in the Merit System to a position not included in the Merit System shall be restored to a position in the classification in the department from which the employee was promoted or transferred. A probationary employee who has been rejected or has resigned during probation shall not be restored to the eligible list from which the employee was certified unless the employee receives the affirmative recommendation from the appointing authority and is certified by the Director of Human Resources whose decision is final. The Director of Human Resources shall not certify the name of a person restored to the eligible list to the same appointing authority by whom the person was rejected from the same eligible list, unless such certification is requested in writing by the appointing authority. 18.6 Layoff During Probation. An employee who is laid off during probation, if reemployed in the same class by the same department, shall be required to complete only the balance of the required probation. If reemployed in another department or in another classification, the employee shall serve a full probationary period. An employee appointed to a permanent position from a layoff or reemployment list is subject to a probation period if the position is in a department other than the department from which the employee separated, displaced, or voluntarily demoted in lieu of layoff. An appointment from a layoff or reemployment list is not subject to a probation period if the position is in the department from which the employee separated, displaced or voluntarily demoted in lieu of layoff. SECTION 19 - PROMOTION DSA RANK & FILE - 59 - 2019 – 2023 MOU 18.7 Rejection During Probation of Laid Off Employee. An employee who has achieved permanent status in the class before layoff and who subsequently is appointed from the layoff list shall begin a new probationary period if subsequently certified and appointed in a different department or classification than that from which the employee was laid off. If the employee is rejected during the probation period, the employee shall be automatically restored to the layoff list, unless discharged for cause, if the rejection occurs within the employee's period of layoff eligibility. 18.8 Probationary Deputy Sheriffs into Investigation Division. Probationary Deputy Sheriffs may be temporarily assigned to the Investigation Division. The assignment will not interfere with the officer successfully completing both the Facility Training Program in the Detention Division and the Field Training Program in the Patrol Division within the probationary period. The assignment will be limited to a specific project or detail. The period of assignment in the Investigation Division will not be credited as a Detention assignment. SECTION 19 - PROMOTION 19.1 Competitive Exam. Promotion shall be by competitive examination unless otherwise provided in this MOU. 19.2 Promotion Policy. The Director of Human Resources, upon request of an appointing authority, shall determine whether an examination is to be called on a promotional basis. 19.3 Certification Rules. Beginning with promotions made after ratification of this MOU (commencing 1989) the rule of ten (10) will be utilized for Sergeants Promotional List. The rule of five (5) will be utilized for the Supervising Dispatcher list. 19.4 Open Exam. If an examination for one of the classes represented by the Association is proposed to be announced on an Open only basis the Director of Human Resources shall give five (5) days prior notice of such proposed announcement and shall meet at the request of the Association to discuss the reasons for such open announcement. 19.5 Promotion Via Reclassification Without Examination. Notwithstanding other provisions of this Section, an employee may be promoted from one classification to a higher classification and his position reclassified at the request of the appointing authority and under the following conditions: a. An evaluation of the position(s) in question must show that the duties and responsibilities have significantly increased and constitute a higher level of work. b. The incumbent of the position must have performed at the higher level for one (1) year. SECTION 20 - WORK SCHEDULING DSA RANK & FILE - 60 - 2019 – 2023 MOU c. The incumbent must meet the minimum education and experience requirements for the higher class. d. The action must have approval of the Director of Human Resources. e. The Association approves such action. The appropriate rules regarding probationary status and salary on promotion are applicable. 19.6 Requirements for Promotional Standing. In order to qualify for an examination called on a promotional basis, an employee must have probationary or permanent status in the merit system and must possess the minimum qualifications for the class. Applicants will be admitted to promotional examinations only if the requirements are met on or before the final filing date. If an employee who is qualified on a promotional employment list is separated from the merit system, except by layoff, the employee's name shall be removed from the promotional list. 19.7 Seniority Credits. Employees who have qualified to take promotional examinations and who have earned a total score, not including seniority credits, of seventy percent (70%) or more, shall receive, in addition to all other credits, five one- hundredths of one percent (.05%) for each completed month of service as a permanent County employee continuously preceding the final date for filing application for said examination. For purposes of seniority credits, leaves of absence shall be considered as service. Seniority credits shall be included in the final percentage score from which the rank on the promotional list is determined. No employee, however, shall receive more than a total of five percent (5%) credit for seniority in any promotional examination. 19.8 Physical Examination. County employees who are required as part of the promotional examination process to take a physical examination, shall do so on County time at County expense. SECTION 20 - WORK SCHEDULING 20.1 Shift Assignment Scheduling. The following definitions shall be used for shift assignment scheduling only: a. Assignment. The appointment or direction to work a particular shift, as defined herein. b. Bidding System. The manner in which assignments to shifts are determined pursuant to provisions of this MOU. c. Shifts. A regularly assigned tour of duty with an established starting and ending time for each work day. SECTION 20 - WORK SCHEDULING DSA RANK & FILE - 61 - 2019 – 2023 MOU d. Seniority. An employee's seniority within a class shall be determined by the length of continuous employment in that class. 20.2 Patrol, Detention, Technical Services, and Court Security Division Scheduling. The policy and procedures for establishing a work schedule for Deputies and Sergeants assigned to the Detention Division and Patrol Division (including Contract Cities), and Dispatchers and Supervising Dispatchers assigned to the Technical Services Division, and Sheriff’s Aides assigned to the Detention Division, will be as follows: a. Length of Shifts. i. The bidding of shifts for Deputies, Sergeants, and Sheriff’s Aides shall take place on a bi-annual basis. The shift periods will be: January – June, July – December ii. The bidding of shifts for Dispatchers and Supervising Dispatchers shall take place on tri-annual basis. New shifts will occur on the first Monday of a new 12/80 work schedule. The shift periods will be: January – April, May - August September – December b. Selection of Shifts. Personnel shall bid for their shifts and days off based on their seniority. In the Patrol Division, personnel shall also bid for a particular sub- station based on their seniority. c. Transfers. 1. Personnel transferred into Patrol or Detention Division following the establishment of the sign-up will be assigned to a vacant slot. 2. A reassignment of patrol personnel from one substation to another does not constitute a transfer. 3. All sergeants and deputies receiving notification of an interdivisional transfer will be allowed to sign up for the next full schedule in their division. If the notification of transfer is made after a sign-up has started but not completed or implemented, the transferee will be assigned to a vacant slot. d. Exceptions. The Sheriff reserves the right to make exceptions and assign shifts as necessary in the following circumstances: 1. Emergency situations that may arise. SECTION 20 - WORK SCHEDULING DSA RANK & FILE - 62 - 2019 – 2023 MOU 2. To correct an obvious imbalance in the experience level of personnel assigned to any given shift. 3. To assign personnel to certain shifts. These are personnel assigned to certain specialized duties including, but not necessarily limited to those assigned as: a) Canine handlers b) Marine patrol personnel c) Relief Shift personnel d) Special Weapons & Tactics team members e) Supply and Services Deputy f) Bus Drivers g) Dispatch Training supervisor h) Data Base Maintenance Dispatcher The present practice of choosing persons for specialized positions shall continue in part as memorialized by the memorandum labeled "Specialized Assignments", executed by the Sheriff on June 17, 1985 shown herein as Attachment B. 4. To provide for retraining of any personnel whose job performance is substandard or unsatisfactory. 5. To compensate for vacancies, absences due to injury, illness, leave of absence or emergency leave. 6. In any circumstances where the duties and responsibilities of the office cannot be carried out without adjusting work schedules. e. Detention Division Transfer Policy. 1. Initial Assignment and Detention Division Transfer Policy - Newly hired Deputy Sheriffs are assigned to the Custody Services Bureau for a minimum of eighteen (18) months. A newly hired “lateral” Deputy Sheriff who has a minimum of one (1) year permanent, full time county or municipal public safety patrol experience within the preceding three (3) year period, may at the Sheriff’s sole discretion, be initially assigned to the Patrol Division for a minimum eighteen (18) month assignment or the Court Security Division for an initial period of thirty-six (36) months. SECTION 20 - WORK SCHEDULING DSA RANK & FILE - 63 - 2019 – 2023 MOU 2. To balance staffing needs, Deputy Sheriffs may be transferred to the Detention Division in order of reverse "Detention Seniority"; persons with the least amount of Detention Division seniority being at the top of the transfer list. 3. Any Deputy Sheriff wishing to transfer to Patrol shall be given priority based upon their “Detention Seniority”; persons with the most amount of Detention Division seniority being at the top of the transfer list. 4. A Deputy Sheriff with 20 years seniority as a Deputy Sheriff with Contra Costa County is exempt from mandatory transfer to the Patrol Division or the Detention Division, except as provided in 5. below. 5. A Deputy assigned to a contract city is exempt from mandatory transfer to the Detention Division during the first four (4) years of assignment to the city. If during the first four (4) years of city assignment the deputy would have been scheduled to transfer to the Detention Division, that transfer is deferred until completion of the four (4) year assignment. A deputy who reaches his/her 20th year of department seniority during this "deferred transfer" status does not become exempt from rotation to Detention, and will be required to serve up to an 18-month assignment in Detention. f. Court Security Division Transfer Policy. A Deputy assigned to the Court Security Division is exempt from mandatory transfer to the Detention Division during the first three (3) years of assignment to the Court. If during the first three (3) years of Court assignment the deputy would have been scheduled to transfer to the Detention Division, that transfer is deferred until completion of the three (3) year assignment. A Deputy who reaches his/her twentieth (20th) year of department seniority during this “deferred transfer” status does not become exempt from rotation to Detention and will be required to serve up to an eighteen (18) month assignment in Detention. In the event that the Department fails to receive voluntary applicants for transfer/assignment to the Court Security Division, the Department may, in its discretion, assign deputies to the Court Security Division as follows: (a) Newly hired deputies may be assigned directly to the Court Security Division as their initial assignment with the Department; or (b) The Department may select deputies in accordance with the following procedures: (i) The deputies with the least amount of seniority with the Department shall be assigned to the Court Security Division. (ii) Employees to be excluded from consideration by the selection committee include: deputies obligated to contract positions, deputies in critical positions as determined by the Sheriff or his SECTION 20 - WORK SCHEDULING DSA RANK & FILE - 64 - 2019 – 2023 MOU designee, and deputies who have declared in writing that it is their intent to retire within the next calendar year provided that the deputy has not previously declared the intent to retire. (iii) It is understood that a deputy who has been involuntarily transferred to the Court Security Division and has worked within that Division for a full year can request to transfer out of the Court Security Division. 20.3 Transportation Bureau. With regard to assignments to the Transportation Bureau, the Department may require an eighteen (18) month minimum assignment. The Department will use the Selection Committee procedures, on a Department-wide basis, for filling the positions. The current practices involving the requirement that new personnel acquire and maintain a Class B license, and County provision of time and costs for such acquisition and maintenance (e.g., release time and medical tests) shall continue. 20.4 Investigation Division Home Garaging. All sworn employees in this bargaining unit assigned to field responsibilities in the Investigation Division will be allowed to home garage their assigned automobiles. It is understood that the Department will establish reasonable written policy and procedures consistent with County policy and operational needs. 20.5 Investigations Division Scheduling. All sworn personnel assigned to Investigations shall work a standard, five-day forty (40) hour work week. 20.6 Classification Scheduling. All sworn personnel assigned to Classification shall work a five-day forty (40) hour work week. 20.7 Internal Affairs Scheduling. Sworn personnel assigned to Internal Affairs shall work a standard five-day forty (40) hour work week. 20.8 Selection of Shifts. Personnel may bid within their assigned team for starting times by seniority. 20.9 Length of Shift. Shifts shall be bid upon, within each team, quarterly. 20.10 Transfers. Except in unusual conditions, transfers will take effect on the first Monday of a calendar quarter to coincide with shift changes in the Patrol Division. Newly assigned personnel shall fill an open position and will be subject to that position's starting time until the next quarterly shift sign-up. 20.11 Court Security/Detention Time. Deputy Sheriffs assigned to the Court Services Division will receive Detention credit. 20.12 Dispatch Reopener. The parties agree to reopen those provisions of this M.O.U. pertaining to the terms and conditions of employment for the Sheriff’s Dispatcher classifications in the event of a consolidation of Sheriff Dispatch operations SECTION 21 - TRANSFER DSA RANK & FILE - 65 - 2019 – 2023 MOU with Fire dispatch operations. SECTION 21 - TRANSFER 21.1 Criteria. The following conditions are required in order to qualify for transfer: a. The position shall be in the same class, or if in a different class shall have been determined by the Director of Human Resources to be appropriate for transfer on the basis of minimum qualifications and qualifying procedure; b. the employee shall have permanent status in the merit system and shall be in good standing; c. the appointing authority or authorities involved in the transaction shall have indicated their agreement in writing; d. the employee concerned shall have indicated agreement to the change in writing; e. the Director of Human Resources shall have approved the change. Notwithstanding the foregoing, transfer may also be accomplished through the regular appointment procedure provided that the individual desiring transfer has eligibility on a list for a class for which appointment is being considered. 21.2 Procedure. Any employee or appointing authority who desires to initiate a transfer may inform the Director of Human Resources in writing of such desire stating the reasons therefore. The Director of Human Resources shall, if he considers that the reasons are adequate and that the transfer will be for the good of the County service and the parties involved, inform the appointing authority or authorities concerned and the employee of the proposal and may take the initiative in accomplishing the transfer. 21.3 Sheriff’s Aide/Specialist Transfers. When a Sheriff’s Aide or Sheriff’s Specialist vacancy occurs in any Division, the vacancy will be announced through the Bid/Transfer process. The announcement will include a brief job description, a contact in the Division where the vacancy exists, the hours of operation, location, and the closing date of the Bid/Transfer period. Interested individuals will submit their interest in writing to the Sheriff’s Chief of Management Services or his/her designee within the time frame listed in the vacancy. Only Sheriff’s Aides with one (1) year in their present position may qualify for Aide openings; only Sheriff’s Specialists with one (1) year in their present position may qualify for Specialist’s openings. If no interested Aides or Specialists with one (1) year in their current assignment apply or are deemed qualified, incumbents with less than one (1) year in their current assignment will be considered. Sheriff’s Aides are encouraged to apply for any Specialist examinations administered through the County merit system, but are not eligible for direct transfer into Specialist positions. SECTION 22 - RESIGNATIONS DSA RANK & FILE - 66 - 2019 – 2023 MOU The Selection Committee for Aides and Specialists will be comprised of a representative of the Personnel and Finance Division, the Division Commander of the Unit with the vacancy or his/her designee, a representative of the relevant employee association (non-voting), and other participants at the discretion of the Division Commander. The Selection Committee will evaluate the qualification of applicants for Sheriff’s Aide and Sheriff’s Specialist assignments and provide a recommended ranking to the Sheriff. If no interest is shown by department employees or if the Selection Committee, with the concurrence of the Sheriff, determines that none of the applicants are qualified, the Sheriff’s Chief of Management Services or his/her designee may request that Human Resources – Personnel Services Unit open a recruitment. SECTION 22 - RESIGNATIONS An employee's voluntary termination of service is a resignation. Written resignations shall be forwarded to the Human Resources Department by the appointing authority immediately on receipt, and shall indicate the effective date of termination. Oral resignation shall be immediately confirmed by the appointing authority in writing to the employee and to the Human Resources Department and shall indicate the effective date of termination. 22.1 Resignation in Good Standing. A resignation giving the appointing authority written notice at least two (2) weeks in advance of the last date of service (unless the appointing authority requires a longer period of notice, or consents to the employee's terminating on shorter notice) is a resignation in good standing. 22.2 Constructive Resignation. A constructive resignation occurs and is effective when: a. An employee has been absent from duty for five (5) consecutive working days without leave, and; b. Five (5) more consecutive work days have elapsed without response by the employee after the mailing of a notice of resignation by the appointing authority to the employee at the employee's last known address. 22.3 Effective Resignation. A resignation is effective when delivered or spoken to the appointing authority, operative either on that date or another date specified. 22.4 Revocation. A resignation that is effective is revocable only by written concurrence of the employee and the appointing authority. 22.5 Coerced Resignations. SECTION 23 - DISMISSAL, SUSPENSION & DEMOTION DSA RANK & FILE - 67 - 2019 – 2023 MOU A. Time Limit. A resignation which the employee believes has been coerced by the appointing authority may be revoked within seven (7) calendar days after its expression, by serving written notice on the Director of Human Resources and a copy on the appointing authority. B. Reinstatement. If the appointing authority acknowledges that the employee could have believed that the resignation was coerced, it shall be revoked and the employee returned to duty effective on the day following the appointing authority's acknowledgment without loss of seniority or pay. C. Contest. Unless within seven (7) days of the receipt of the notice, the appointing authority acknowledges that the resignation could have been believed to be coerced, this question should be handled as an appeal to the Merit Board. In the alternative, the employee may file a written election with the Director of Human Resources waiving the employee's right of appeal to the Merit Board in favor of the employee's appeal rights under the grievance procedure contained in Section 24 of the MOU beginning with Step 3. D. Disposition. If a final decision is rendered that determines that the resignation was coerced, the resignation shall be deemed revoked and the employee returned to duty effective on the day following the decision but without loss of seniority or pay, subject to the employee's duty to mitigate damages. SECTION 23 - DISMISSAL, SUSPENSION & DEMOTION 23.1 Cause for Disciplinary Action. The appointing authority may dismiss, suspend, demote, or reduce within class, any employee for cause. The following are sufficient causes for such action; the list is indicative rather than inclusive of restrictions and dismissal, suspension, reduction or demotion may be based on reasons other than those specifically mentioned: a. absence without leave, b. conviction of any criminal act involving moral turpitude, c. conduct tending to bring the merit system and/or Office of the Sheriff-Coroner into disrepute, d. disorderly or immoral conduct, e. incompetence or inefficiency, f. insubordination, g. being at work under the influence of liquor or drugs, carrying onto the premises liquor or drugs or consuming or using liquor or drugs during work hours and/or on County premises, SECTION 23 - DISMISSAL, SUSPENSION & DEMOTION DSA RANK & FILE - 68 - 2019 – 2023 MOU h. neglect of duty, (i.e. non-performance of assigned responsibilities), i. negligent or willful damage to public property or waste of public supplies or equipment, j. violation of any lawful or reasonable regulation or order given by a supervisor or department head, k. willful violation of any of the provisions of the merit system ordinance or Personnel Management Regulations, l. material and intentional misrepresentation or concealment of any fact in connection with obtaining employment, m. misappropriation of County funds or property, n. unreasonable failure or refusal to undergo any physical, medical, and/or psychiatric exam and/or treatment authorized by this MOU, o. dishonesty or theft, p. excessive or unexcused absenteeism and/or tardiness, q. sexual harassment, including but not limited to unwelcome sexual advances, requests for sexual favors, and other verbal, or physical conduct of a sexual nature, when such conduct has the purpose or effect of affecting employment decisions concerning an individual, or unreasonably interfering with an individual's work performance, or creating an intimidating and hostile working environment. 23.2 Skelly Requirements - Notice of Proposed Action (Skelly Notice). Before taking a disciplinary action to dismiss, suspend for more than five (5) work days (four (4) work days for employees on 4-10 work week; three (3) work days for employees on a 3-12 work week), demote or reduce within class an employee, the appointing authority shall cause to be served personally or by certified mail, on the employee, a Notice of Proposed Action, which shall contain the following: a. A statement of the action proposed to be taken. b. A copy of the charges; including the acts or omissions and grounds upon which the action is based. c. If it is claimed that the employee has violated a rule or regulation of the County, department or district, a copy of said rule shall be included with the notice. d. A statement that the employee may review and request copies of materials upon which the proposed action is based. SECTION 24 - GRIEVANCE PROCEDURE DSA RANK & FILE - 69 - 2019 – 2023 MOU e. A statement that the employee has seven (7) calendar days to respond to the appointing authority either orally or in writing. 23.3 Employee Response. The employee upon whom a Notice of Proposed Action has been served shall have seven (7) calendar days to respond to the appointing authority either orally or in writing before the proposed action may be taken. Upon request of the employee and for good cause, the appointing authority may extend in writing the period to respond. If the employee's response is not filed within seven (7) days or during any extension, the right to respond is lost. 23.4 Leave Pending Employee Response. Pending response to a Notice of Proposed Action within the first seven (7) days or extension thereof, the appointing authority for cause specified in writing may place the employee on temporary leave of absence, with pay. 23.5 Length of Suspension. Suspensions without pay shall not exceed thirty (30) days unless ordered by an arbitrator, an adjustment board or the Merit Board. 23.6 Procedure on Dismissal, Suspension or Disciplinary Demotion. A. In any disciplinary action to dismiss, suspend, or demote an employee having permanent status in a position in the merit system after having complied with the Skelly requirements where applicable, the appointing authority shall make an order in writing stating specifically the causes for the action. B. Service of Order. Said order of dismissal, suspension, or demotion shall be filed with the Director of Human Resources, showing by whom and the date a copy was served upon the employee to be dismissed, suspended or demoted, either personally or by certified mail to the employee's last known mailing address. The order shall be effective either upon personal service or deposit in the U.S. Postal Service. C. Employee Appeals from Order. The employee may appeal an order of dismissal, suspension or demotion either to the Merit Board or through the procedures of Section 24 - Grievance Procedure of this MOU provided that such appeal is filed in writing with the Director of Human Resources within ten (10) calendar days after service of said order. An employee may not both appeal to the Merit Board and file a grievance under Section 24 of this MOU. SECTION 24 - GRIEVANCE PROCEDURE 24.1 Definition. A grievance is any dispute which involves the interpretation or application of any provision of this MOU excluding, however, those provisions of this MOU which specifically provide that the decision of any County official shall be final, the interpretation or application of those provisions not being subject to the grievance procedure. The Association may represent the employee at any stage of the process. Grievances must be filed within thirty (30) days of the incident or occurrence about SECTION 24 - GRIEVANCE PROCEDURE DSA RANK & FILE - 70 - 2019 – 2023 MOU which the employee claims to have a grievance and shall be processed in the following manner: Step 1. Any employee or group of employees who believes that a provision of this MOU has been misinterpreted or misapplied to his or her detriment shall discuss the complaint with the employee's immediate supervisor, who shall meet with the employee within five (5) days of receipt of a written request to hold such meeting. Step 2. If a grievance is not satisfactorily resolved in Step 1 above, the employee may submit the grievance in writing within ten (10) work days to such management official as the department head may designate. This formal written grievance shall state which provision of the MOU has been misinterpreted or misapplied, how misapplication or misinterpretation has affected him or her to his or her detriment, and the redress he or she seeks. A copy of each written communication on a grievance shall be filed with the Employee Relations Officer or designee. The department head or his or her designee shall have ten (10) work days in which to respond to the grievance in writing. Step 3. If a grievance is not satisfactorily resolved in Step 2 above, the employee may appeal in writing within seven (7) work days to the Employee Relations Officer or designee. The Employee Relations Officer or designee shall have twenty (20) work days in which to investigate the merit of the complaint and to meet with the department head and the employee and attempt to settle the grievance and respond in writing. Step 4. No grievance may be processed under this Step 4 which has not first been filed and investigated in accordance with Step 3 above and filed within seven (7) work days of the written response of the Employee Relations Officer or designee. If the parties are unable to reach a mutually satisfactory accord on any grievance which arises and is presented during the term of this MOU, such grievance shall be submitted in writing within seven (7) work days to an Adjustment Board comprised of three (3) Association representatives, no more than two (2) of whom shall be either an employee of the County or an elected or appointed official of the Association presenting this grievance, and three (3) representatives of the County, no more than two (2) of whom shall be either an employee of the County or a member of the staff of an organization employed to represent the County in the meeting and conferring process. The Adjustment Board shall meet and render a decision within twenty (20) work days of receipt of the written request. Step 4 of the grievance procedure may be waived by the written mutual agreement of the parties. Step 5. If an Adjustment Board is unable to arrive at a majority decision, either the employee (or the County, when alleging a violation of Section 24.5) may require that the grievance be referred to an impartial arbitrator who shall be designated by mutual agreement between the employee and the Employee Relations Officer or designee. Such request shall be submitted within twenty (20) work days of the rendering of the Adjustment Board decision. Within twenty (20) days of the request for arbitration the parties shall mutually select an arbitrator. The fees and expenses of the arbitrator and of the Court Reporter shall be shared equally by the employee and the County. Each SECTION 24 - GRIEVANCE PROCEDURE DSA RANK & FILE - 71 - 2019 – 2023 MOU party, however, shall bear the costs of its own presentation, including preparation and post hearing briefs, if any. If the parties cannot initially agree on a neutral arbitrator, either may request a list of five (5) arbitrators from the State Mediation and Conciliation Service. If they cannot agree on an arbitrator from that list, they shall strike alternatively from the list, with the first to strike to be determined by lot, and the last remaining name shall be the arbitrator. Scope of Adjustment Board and Grievance Arbitration Decisions. A. Decisions of Adjustment Boards and arbitrators on matters properly before them shall be final and binding on the parties hereto, to the extent permitted by law. B. No Adjustment Board and no arbitrator shall entertain, hear, decide or make recommendations on any dispute unless such dispute involves a position in a unit represented by the Union which has been certified as the recognized employee organization for such unit and unless such dispute falls within the definition of a grievance as set forth in Subsection 24.1 above. C. Proposals to add to or change this MOU or to change written agreements supplementary hereto shall not be arbitrable and no proposal to modify, amend, or terminate this MOU, nor any matter or subject arising out of or in connection with such proposals, may be referred to arbitration under this Section. Neither any Adjustment Board nor any arbitrator shall have the power to amend or modify this MOU or written agreements supplementary hereto or to establish any new terms or conditions of employment. D. If the Employee Relations Officer or designee in pursuance of the procedures outlined in Step 3 above, or the Adjustment Board in pursuance of the provisions of Step 4 above resolve a grievance which involves suspension or discharge, they may agree to payment for lost time or to reinstatement with or without payment for lost time. E. No change in this MOU or interpretations thereof (except interpretations resulting from Adjustment Board or arbitration proceedings hereunder) will be recognized unless agreed to by the County and the Union. 24.2 Notice to Association. An official, with whom a formal grievance is filed by a grievant who is included in a unit represented by the Association, but is not represented by the Association in the grievance, shall give the Association a copy of the formal presentation. 24.3 Immediate Arbitration. A. The DSA may waive the grievance procedure time limits specified in this Section and proceed to Immediate Arbitration in any case where the DSA alleges that the County is in violation of this Agreement in so short a period of time as to disallow the DSA from proceeding within the time limits of this Section. That is, the SECTION 24 - GRIEVANCE PROCEDURE DSA RANK & FILE - 72 - 2019 – 2023 MOU situation is one where damages or back pay is not an appropriate remedy, one of "irreparable injury". For example, grievances involving disciplinary actions where there is a loss of pay, compensation claims, and the like will not be processed under the provisions of this section. However, the method of proceeding to Immediate Arbitration must be done consistent with the following provisions. B. The affected employee(s), or the DSA, must first attempt to resolve the matter by meeting with the appropriate supervisor/manager, at the Division level. C. If the matter is not resolved, the DSA only may file a demand for Immediate Arbitration. D. The arbitration shall take place no earlier than the fifteenth (15th) day following the request by the DSA for such Immediate Arbitration, unless otherwise mutually agreed. During the two-week period (fourteen calendar days) immediately following the request for Immediate Arbitration, the responding party shall have the opportunity to attempt to resolve the dispute. E. Where the County is the responding party, the Sheriff and Employee Relations Officer, or their designated representatives jointly, shall have the opportunity to meet with or otherwise communicate with appropriate DSA representatives, in an attempt to resolve the dispute. At this meeting the parties shall provide to each other as much information pertinent to this case as is reasonably possible. F. Once the request for Immediate Arbitration is filed, the parties shall (even though dispute resolution discussions are going on during the two-week period) attempt to agree upon a neutral arbitrator and to obtain a date for arbitration hearing as soon as possible immediately following the two week period. G. The parties will attempt to have a standing list of available Immediate Arbitrators. If the parties are unable to agree on an arbitrator, the parties shall obtain a list of five (5) names from the State Mediation and Conciliation Service. Each party may strike one name from the list and of those arbitrators remaining on the list, the arbitrator who can first hear the matter shall be selected. The parties may, by mutual agreement, use another method of selecting the arbitrator. H. The arbitrator shall have only the authority to decide issues involving the interpretation or application of this MOU as described in Subsection A herein. Furthermore, the arbitrator shall not have the authority to add to, subtract from, change, or modify any provision of this MOU. This provision does not expand what is arbitrable under this MOU. I. Unless the parties agree otherwise, closing argument shall be presented orally at the end of the hearing, and if possible, the arbitrator shall issue his ruling immediately thereafter. J. Nothing herein shall preclude the parties from attempting to resolve the dispute while the grievance is pending. SECTION 24 - GRIEVANCE PROCEDURE DSA RANK & FILE - 73 - 2019 – 2023 MOU K. The parties shall attempt to have the arbitration proceedings completed as quickly as possible. L. Only four (4) such Immediate Arbitrations (as opposed to demands for immediate arbitration) may be held in any fiscal year (July 1 - June 30). However, the parties may mutually agree on Immediate Arbitration, which shall not count as one of the four. M. Until such time as four (4) arbitrations in a fiscal year have been held pursuant to this section, the DSA agrees not to seek injunctive relief to preserve the jurisdiction of the arbitrator. N. If either party must file a petition to compel immediate arbitration (under Section 24.3) because of the refusal of the other party to agree to such immediate arbitration, then the losing party (petitioner or respondent) shall pay reasonable attorney fees and costs to the other party, not to exceed a maximum of $3,000. 24.4 Compensation Complaints. All complaints involving or concerning the payment of compensation shall be initially filed in writing with the Employee Relations Officer or designee. Only complaints which allege that employees are not being compensated in accordance with the provisions of this MOU shall be considered as grievances. Any other matters of compensation are to be resolved in the meeting and conferring process, if not detailed in the MOU which results from such meeting and conferring process shall be deemed withdrawn until the meeting and conferring process is next opened for such discussion. No adjustment shall be retroactive for more than six (6) months from the date upon which the complaint was filed. No change in this MOU or interpretations thereof (except interpretations resulting from Adjustment Board proceedings hereunder) will be recognized unless agreed to by the County and the Association. 24.5 Strike/Work Stoppage. During the term of this MOU, the Association, its members and representatives, agree that it and they will not engage in, authorize, sanction, or support any strike, slowdown, stoppage of work, sickout, or refuse to perform customary duties. In the case of a legally declared lawful strike against a private or public sector employer which has been sanctioned and approved by the labor body or council having jurisdiction, an employee who is in danger of physical harm shall not be required to cross the picket line, provided the employee advises his or her supervisor as soon as possible, and provided further that an employee may be required to cross a picket line where the performance of his or her duties is of an emergency nature and/or failure to perform such duties might cause or aggravate a danger to public health or safety. 24.6 Merit Board. SECTION 24 - GRIEVANCE PROCEDURE DSA RANK & FILE - 74 - 2019 – 2023 MOU A. All grievances of employees in representation units represented by the Association shall be processed under Section 24 unless the employee elects to apply to the Merit Board on matters within its jurisdiction. B. No action under Steps 3 and 4 of Subsection 24.1 above shall be taken if action on the complaint or grievance has been taken by the Merit Board, or if the complaint or grievance is pending before the Merit Board. 24.7 Filing by Association. The Association may file a grievance at Step 3 on behalf of affected employees when action by the County Administrator or the Board of Supervisors violates a provision of this MOU. 24.8 Letters of Reprimand. Letters of reprimand are subject to the grievance procedure but shall not be processed past Step 3 unless said letters are used in a subsequent discharge, suspension or demotion of the employee. Letters of Reprimand shall be removed from an employee's file which are five (5) years old from the date issued unless subsequent disciplinary action has been taken and sustained against the employee for the same type of offense within said five (5) year period in which case the Letter of Reprimand is not subject to removal. However, where the subsequent disciplinary action consists of Letter(s) of Reprimand for the same type of offense, those letters (including the original letter) will be removed from the employee's file after five (5) years pass from the date the most recent letter is issued unless a different type of discipline (e.g., suspension, et al) for the same type of offense is taken and sustained during said five (5) year period. Those Letters of Reprimand which have been placed in an employee's file as a result of an Arbitrator's decision reducing a disciplinary action to a Letter of Reprimand will be reviewed by the Sheriff who in his sole discretion will determine whether the five (5) year removal period will apply. 24.9 Corrective Counseling System. The Corrective Counseling System is a method of training and counseling employees in an effort to improve behavior and performance without the negative effects of lasting disciplinary measures. It will hereafter consist of three phases, or levels, with procedures and policies for administration developed within the Department. Placement into the Corrective Counseling System is not subject to the grievance procedure. There shall be no mention of the phase program in any employee's evaluation, although the circumstances allegedly supporting the starting, the ending, or the continuing of a phase, may be mentioned. This does not affect any other rights or responsibilities of the parties with regards to the performance per se. An employee placed into a Phase of the Corrective Counseling System may appeal the placement through a formal department hearing process. Following are the guidelines and procedures to be utilized in the process: a. Hearing Officer. The phase placement appeal will be heard by the Commander not in the employee's direct chain of command, hereafter referred to as the SECTION 24 - GRIEVANCE PROCEDURE DSA RANK & FILE - 75 - 2019 – 2023 MOU Hearing Officer. The Hearing Officer has the authority to set aside the phase placement completely or decrease the phase to any lower level. b. Notification of Intent to Appeal. Upon receipt of the Phase memo, the affected employee has seven (7) calendar days to deliver written documentation of an intent to appeal the phase placement. The intent to appeal memo is to be addressed to the Hearing Officer, with a copy to the employee's Division Commander. The appeal process defers the starting date of the phase period. c. Hearing Date. Upon receipt of the intent to appeal memo, the Hearing Officer will schedule a hearing date and notify the affected employee at least seven (7) calendar days prior to the hearing date. The hearing date shall be within twenty- one (21) calendar days of the Hearing Officer's receipt of the intent to appeal unless one of the primary parties involved is unavailable, in which case the hearing will be scheduled as soon as practical upon the return to work of the parties. d. The Hearing. For Phase I and II actions, the employee may submit a written request for hearing to the Hearing Officer. The Hearing Officer will review the request and determine if there is a basis for a formal hearing. An alternate informal process exists which would allow the employee and his/her representative to meet and discuss the phase placement in accordance with the established open door policy of the Department. For Phase III appeals, the Hearing Officer will determine the parties to be present at the hearing, except that the affected employee will be present, and a maximum of two (2) representatives of the employee's choice. In general, witnesses will not be called or allowed; however, the affected employee may submit written statements from the employee (or others) which will support the appeal. The entire appeal hearing will be tape recorded. The tape will be kept (and be available) in the Administration Division, and will be erased when the phase is no longer in effect. Upon his request and at his expense, the employee may tape the hearing. The Hearing Officer will weigh all testimony and attempt to determine the facts surrounding the phase placement. e. Results. The Hearing Officer will report his decision in a brief memo to the employee within five (5) business days of the hearing. If the decision upholds the original recommendation or decreases the phase level, the phase period begins on the date of the Hearing Officer's decision. If the Hearing Officer determines that a phase was not appropriate, all reference to the phase incident and hearing will be immediately purged from the personnel SECTION 25 - PERSONNEL FILES DSA RANK & FILE - 76 - 2019 – 2023 MOU file, and the Hearing Officer's written decision will be sent to the affected employee. SECTION 25 - PERSONNEL FILES An employee shall have the right to inspect and review any official record(s) relating to his or her performance as an employee or to a grievance concerning the employee which is kept or maintained by the County in the employee's personnel file in the Human Resources Department or in the employee's personnel file in their department. The contents of such records shall be made available to the employee for inspection and review at reasonable intervals during the regular business hours of the County. The County shall provide an opportunity for the employee to respond in writing to any information which is in the employee's personnel file about which he or she disagrees. Such response shall become a permanent part of the employee's personnel record. The employee shall be responsible for providing the written responses to be included as part of the employee's official personnel file. This section does not apply to the records of an employee relating to the investigation of a possible criminal offense, medical records and information or letters of reference. All documents pertaining to disciplinary actions shall be placed in an official personnel file maintained by the Human Resources Department or in an official personnel file maintained by their department. Copies of written reprimands or memoranda pertaining to an employee's unsatisfactory performance which are to be placed in the employee's personnel file shall be given to an employee who shall have the right to respond in writing to said documents. Letters of reprimand are subject to the grievance procedure but shall not be processed past Step 3 unless said letters are used in a subsequent discharge, suspension or demotion of the employee. Copies of letters of commendation which are to be placed in the employee's personnel file will be given to the employee. Employees have the right to review their official personnel files which are maintained in the Human Resources Department or by their department. In a case involving a grievance or disciplinary action, the employee's designated representative may also review his or her personnel file with specific written authorization from the employee. The Association will be given a list of all types of personnel files maintained by the Sheriff. SECTION 26 – RETIREMENT CONTRIBUTION 26.1 Payment of Employee Contributions. A. Effective on January 1, 2012, employees are responsible for the payment of one hundred percent (100%) of the employees’ basic retirement benefit contributions determined annually by the Board of Retirement of the Contra Costa County Employees’ Retirement Association, without the County paying any part of the employee’s contributions. Employees are also responsible for the payment of the employees' contributions to the retirement cost of living program as SECTION 26 – RETIREMENT CONTRIBUTION DSA RANK & FILE - 77 - 2019 – 2023 MOU determined annually by the Board of Retirement, without the County paying any part of the employees’ contributions. 26.2 Safety Retirement Tier Elections- Employees Hired or Rehired Before January 1, 2013. A. If either the Internal Revenue Service issues guidance acceptable to both parties, or the County receives a Private Letter Ruling from the IRS, that protects the County and DSA members hired prior to January 1, 2013, from additional tax liability, DSA members will have the opportunity to elect new retirement tiers pursuant to Government Code section 31484.9. B. The following tiers are established: 1. In Safety Tier A, the retirement formula is “3 Percent at 50.” The cost of living adjustment (COLA) to the retirement allowance shall not exceed three (3) percent per year. The employee’s final compensation shall be based on a twelve (12) month salary average. 2. In Safety Tier C, the retirement formula is “3 Percent at 50.” The cost of living adjustment (COLA) to the retirement allowance shall not exceed two (2) percent per year. The employee’s final compensation shall be calculated based on a thirty-six (36) month salary average. 3. In the Safety PEPRA Tier, the retirement formula is established by the Public Employees Pension Reform Act (PEPRA) (Chapters 296, 297, Statutes of 2012). The retirement formula is PEPRA Safety Option Plan Two (2.7% at 57. The cost of living adjustment to the retirement allowance (COLA) shall not exceed two percent (2%) per year, and the cost of living adjustment will be banked. The employee’s final compensation will be based on his/her average annual compensation earnable during a consecutive thirty-six month period C. Method of Election. 1. Upon the occurrence of all of the following: a. the contingency listed in subsection A is met; b. actuarial studies by the County and by the Contra Costa County Employees Retirement Association (“CCCERA”,) have been completed; c. the Board of Supervisors has adopted such ordinances or resolutions as may be necessary to implement the election; d. as required by Government Code section 31484.9, the County has prepared written information about the change in benefits for SECTION 26 – RETIREMENT CONTRIBUTION DSA RANK & FILE - 78 - 2019 – 2023 MOU employees who elect to enter a new tier; and e. CCCERA has taken any other actions that may be necessary to implement the election; the County shall work with CCCERA to provide a time period of no less than three (3) calendar months during which sworn members of the DSA bargaining unit who are in Safety Tier A as of December 31, 2012, may make a written irrevocable election to 1) waive and release all rights to retirement benefits under Safety Tier A for the period of service following the election and 2) enter the Safety PEPRA Tier for the period of service following the election. In addition, the County shall work with CCCERA to provide a time period of no less than three (3) calendar months during which sworn members of the DSA bargaining unit who are in Safety Tier C as of December 31, 2012, may make a written irrevocable election to 1) waive and release all rights to retirement benefits under Safety Tier C for the period of service following the election and 2) to enter the Safety PEPRA Tier for the period of service following the election. Employees electing to enter the Safety PEPRA Tier will enter the Safety PEPRA Tier on the first day of the first calendar month after the close of the election period. 2. An employee in Safety Tier A who elects to enter the Safety PEPRA Tier shall have his/her retirement benefits calculated on the basis of Safety Tier A for the period of service prior to the election. An employee in Safety Tier C who elects to enter the Safety PEPRA Tier shall have his/her retirement benefits calculated on the basis of Safety Tier C for the period of service prior to the election. D. The parties agree that the provisions of Government Code section 31484.9 shall apply to sworn members of the Deputy Sheriff’s Association. 26.3 Tier A - Thirty Years of Continuous Service as a Safety Member. Through the term of this Memorandum of Understanding and any extensions thereof, a DSA member with credit for more than 30 years of continuous service as a safety member shall not make payments from his or her retirement base to pay part of the employer’s contribution for the cost of Safety Tier A. 26.4 Safety Retirement Tier C - Employees Hired or Rehired after December 31, 2006, but Before January 1, 2013. A. For sworn employees hired by the County after December 31, 2006, but before January 1, 2013, the retirement formula shall be “3 Percent at 50”. The cost of living adjustment (COLA) to the retirement allowance shall not exceed two (2) percent per year. The employee’s final compensation shall be based on his or her highest thirty six (36) month salary average. Safety Tier A is closed to all SECTION 26 – RETIREMENT CONTRIBUTION DSA RANK & FILE - 79 - 2019 – 2023 MOU employees initially hired after December 31, 2006. B. Employees who left County service prior to January 1, 2013, and are rehired after that date shall not be eligible to elect a retirement tier. Such rehired employees shall be automatically placed in that retirement tier for which they are eligible under the County Employees Retirement Law and PEPRA. C. Safety Tier C is closed to all employees initially hired after December 31, 2012, except for those sworn employees, who, under PEPRA, do not become New Members of CCCERA. 26.5 Safety Retirement Benefit–Sworn Employees who become New Members of CCCERA on or after January 1, 2013. A. For sworn employees who, under PEPRA, become Safety New Members of the Contra Costa County Employee Retirement Association (CCCERA) on or after January 1, 2013, retirement benefits are governed by the California Public Employees Pension Reform Act of 2013 (PEPRA), (Chapters 296, 297, Statutes of 2012). To the extent this Agreement conflicts with any provision of PEPRA, PEPRA will govern. B. PEPRA Safety Option Plan Two (2.7% @ 57) applies to these employees who, under PEPRA, become New Members of CCCERA. For these employees, the cost of living adjustment to the retirement allowance will not exceed two percent (2%) per year, and the cost of living adjustment will be banked. 26.6 Retirement Benefit - Non-Sworn Employees who become New Members of CCCERA on or After January 1, 2013. A. For non-sworn employees who, under PEPRA, become New Members of the Contra Costa County Employees Retirement Association (CCCERA) on or after January 1, 2013, retirement benefits are governed by the California Public Employees Pension Reform Act of 2013 (PEPRA), (Chapters 296, 297, Statutes of 2012). To the extent this Agreement conflicts with any provision of PEPRA, PEPRA will govern. B. For employees hired by the County on or after June 30, 2014, who, under PEPRA, become New Members of CCCERA, the cost of living adjustment to the retirement allowance will not exceed two percent (2%) per year, and the cost of living adjustment will be banked. C. For employees who, under PEPRA, become New Members of CCCERA, the disability provisions are the same as the current Tier III disability provisions. D. The County will seek legislation amending the County Employees Retirement Law of 1937 to clarify that the current Tier III disability provisions apply to non- sworn employees who, under PEPRA, become New Members of CCCERA. The Union must support the legislation, in addition to the County, by calling and SECTION 27 - PREMIUM PAYS DSA RANK & FILE - 80 - 2019 – 2023 MOU sending a letter (on Union letterhead) in support of the bill to the state legislator sponsoring the bill, on or before the date specified by the County. In addition, if requested by the County, the Union must testify in support of the bill before the state legislative committees considering the bill. SECTION 27 - PREMIUM PAYS 27.1 Non-Sworn Training Officer Program. Non-sworn Training Officer assignments are for a one (1) year period; each year current non-sworn Training Officers must be reevaluated for assignment to non-sworn Training Officer status. It is further understood that the designation as a non-sworn Training Officer shall be at the sole discretion of the Sheriff. Non-sworn Training Officers will receive a differential of five percent (5.0%) of base salary per month for period so assigned, regardless of whether or not they are actually training during the month. The differential shall apply only where the assigned employee(s) remain in paid status. 27.2 Lead Deputy Sheriff/Corporal Assignment. A. Effective October 1, 1999, a Lead Deputy Sheriff/Corporal assignment is established to assist with training and other duties to be determined by the process set forth in Section 47.B - Labor/Management Committee. A Lead Deputy Sheriff/Corporal will receive an increase of five percent (5%) of base salary for the period so assigned. It is further understood that the assignment as a Lead Deputy Sheriff/Corporal shall be at the sole discretion of the Sheriff. B. Effective October 1, 1999, all Deputy Sheriffs currently designated as Training Officers shall receive the five percent (5%) increase in base salary set forth in Section 27.2.A above, in lieu of the $200 per month premium pay they previously received as Training Officers. C. A Lead Deputy Sheriff/Corporal assignment as a Training Officer is for a one (1) year period; each year, current Lead Deputy Sheriff/Corporals assigned as Training Officers must be reevaluated for assignment to Lead Deputy Sheriff/Corporal status. It is further understood that the assignment as a Lead Deputy Sheriff/Corporal shall be at the sole discretion of the Sheriff. 27.3 Hazard Pay for Non-Sworn Detention Division. Effective the first pay period after adoption of this MOU by the Board of Supervisors, the County shall pay a five percent (5%) differential above the base rate of pay for non-sworn employees who are assigned to the Detention Division and work in the following organizational units: 2577 - County Parole Program 2578 - Martinez Detention 2580 - West County Detention 2585 - Marsh Creek Detention 2588 - AB109 Program SECTION 28 - PEACE OFFICER TRAINING (P.O.S.T) DSA RANK & FILE - 81 - 2019 – 2023 MOU 2590 - Custody Services Admin 27.4 Investigations and Special Investigations Unit. Effective January 1, 2014, while assigned to the Investigations Unit (Org 2535) and Special Investigations Unit (Org 2536), the following classifications will be entitled to a five percent (5%) differential to base rate of pay: • Sergeant (6XTA) • Deputy Sheriff (6XWA) 27.5 Forensic Services. Effective January 1, 2014, while assigned to Forensic Services, the following classification will be entitled to a five percent (5%) differential to base rate of pay: • Crime Scene Investigator II (6CVB) Effective April 1, 2014, while assigned to Forensic Services, the following classification will be entitled to a five percent (5%) differential to base rate of pay, prospectively: • Fingerprint Technician II (64VH) 27.6 P.O.S.T. Certificates. Effective January 1, 2014, permanent full-time employees in the classifications of Sheriff’s Dispatcher I (64WK), Sheriff’s Dispatcher II (64WM), and Supervising Sheriff’s Dispatcher (64HD) will receive a career incentive allowance of one percent (1.0%) of base pay per month for the possession of a valid Intermediate P.O.S.T. certificate and one percent (1.0%) of base pay per month for the possession of a valid Advanced P.O.S.T. certificate for a total of up to two percent (2.0%). SECTION 28 - PEACE OFFICER TRAINING (P.O.S.T) 28.1 Incentive Program - Purposes. In accordance with the policies expressed in Penal Code Sections 13500 and following and Chapter 2 of Title 11 of the California Administrative Code (Sections 1000 and following); and to attract law enforcement officers with high education standards, to broaden the professional experience of present officers and to maintain a high quality police service to cope with increased demands placed upon this function, there is established the following career incentive program, which provides a career incentive allowance based on two and one-half percent (2.5%) of base pay for possessing the first P.O.S.T. certificate (intermediate) not required by the minimal qualifications of the class and an additional allowance based on two and one-half percent (2.5%) of base pay per month for possessing a second P.O.S.T. certificate (advanced) not required by the minimal qualifications of the class. 28.2 Incentive Program - Definitions. Unless otherwise specified or required by the context the following terms have the following meanings: SECTION 29 – UNIFORMS DSA RANK & FILE - 82 - 2019 – 2023 MOU "Officer" means any peace officer member of the Sheriff's Department who occupies a permanent full-time position, in pay status, as a peace officer in this County. "Intermediate peace officers standards and training certificate" and "advanced peace officer standards and training certificate" have the meanings defined in the regulations of the Commission on Peace Officer Standards and Training of the California State Department of Justice. (P.O.S.T.) 28.3 Incentive Program - Intermediate Certificate. Every officer in the classes of: Deputy Sheriff, Deputy Sheriff Forensic Supervisor, Deputy Sheriff-Criminalist I, II, III and Sergeant in the Sheriff's Department shall receive a career incentive allowance of two and one-half percent (2.5%) of base pay per month for the possession of a valid intermediate P.O.S.T. certificate. 28.4 Incentive Program - Advanced Certificate. Every in the classes of: Deputy Sheriff, Deputy Sheriff Forensic Supervisor, Deputy Sheriff-Criminalist I, II, III and Sergeant in the Sheriff's Department shall receive a career incentive allowance of two and one-half percent (2.5%) of base pay per month for the possession of a valid advanced P.O.S.T. certificate. This is in addition to the two and one-half percent (2.5%) allowance for the intermediate certificate. 28.5 Incentive Program - Pay Status. These allowances shall be in addition to regular compensation and shall not be considered part of the base pay for payroll computation purposes. SECTION 29 – UNIFORMS 29.1 Uniform Allowance. Effective January 1, 2007, employees eligible for the uniform allowance will receive a total of eight hundred seventy two dollars ($872) per year. Uniform allowance is paid for the purchase of uniforms and the cleaning and maintenance of uniforms and equipment. The above paragraph applies to employees in the following classifications: Sergeant, Deputy Sheriff, Deputy Sheriff-Recruit, Sheriff’s Dispatcher I and II, Supervising Sheriff’s Dispatcher, Sheriff’s Aide, Rangers, and Sheriff’s Specialist Sheriff’s Community Service Officer (64VI). 29.2 Uniform Allowance Method of Payment. Effective July 1, 1994 employees who are eligible for the uniform allowance will receive such allowance included in their monthly pay warrants. 29.3 S.W.A.T. Uniform. The department shall provide all employees accepted into S.W.A.T. with the necessary uniform and equipment. 29.4 Criminalists. The department will provide up to two (2) shirts per year for employees in the following classifications: SECTION 30 - BILINGUAL PAY DSA RANK & FILE - 83 - 2019 – 2023 MOU 6DWB Criminalist I 6DVC Criminalist II 6DTA Criminalist III 6D7B Criminalistics Lab Aide 6D71 Criminalistics Lab Aide-Proj 6DWA, 6DVB, 6DTB Deputy Sheriff Criminalist I, II, and III 6DHB Deputy Sheriff Forensic Supervisors 6CHB Forensic Supervisors 6CWB, 6CVB Crime Scene Investigator I and II 64WH, 64VG Latent Fingerprint Examiner I and II 64HB Supervising Latent Fingerprint Examiner 64WJ, 64VH Fingerprint Technician I and II 64HC Supervising Fingerprint Technician SECTION 30 - BILINGUAL PAY SWORN: A salary differential of one hundred dollars ($100.00) per month shall be paid incumbents of positions requiring bilingual proficiency as designated by the appointing authority and the Director of Human Resources. Said differential shall be paid to eligible employees in paid status for any portion of a given month. Designation of positions for which bilingual proficiency is required is the sole prerogative of the County. If during the term of this MOU, the County increases the Bilingual Pay for other bargaining units, the County will extend that increase to the DSA bargaining unit members. The increase will be implemented on prospective basis only and will not be subject to retroactivity. NON-SWORN: Effective January 1, 2007, the current Bilingual rate for non-sworn personnel shall be increased to one hundred dollars ($100). SECTION 31 - COMPENSATION FOR OFF-DUTY CANINE CARE 1. Compensable Off-Duty Ordinary Canine Care: Compensable off-duty ordinary canine care includes, but is not limited to, handling, caring, feeding, exercising, grooming, bathing, kennel cleaning, cleaning of County vehicles, and ordinary transport to and from the veterinarian, but does not include commute time which is not compensable. The amount of compensable off-duty ordinary canine care for employees assigned to the Canine Program (canine handlers) is 14 hours per 28-day work period (30 minutes per day). This amount is a good faith estimate, intended to be comprehensive, accurate and inclusive of all pertinent facts. The parties agree that off-duty ordinary canine care time in excess of this agreed- upon time is not authorized and is not compensable. SECTION 31 - COMPENSATION FOR OFF-DUTY CANINE CARE DSA RANK & FILE - 84 - 2019 – 2023 MOU 2. Compensation: In each 28-day work period, canine handlers will work regular duty time, plus 14 hours of compensable off-duty ordinary canine care work -- i.e., 174 hours in a 28-day period. For the hours worked over 171 to 174 hours in each 28-day work period, canine handlers will be paid overtime for the three hours (using the half time method) at the applicable rate, plus any additional contract premium needed to ensure that the total per month for regular, off duty canine care per canine handler amounts to $200. Hours worked over 174 in a 28 day period shall be paid at the applicable contract overtime rate. Canine handlers will also be eligible for paid overtime for emergency off-duty canine care (which is over and beyond ordinary canine care), provided the canine handler reports such occurrence in writing to his or her supervisor as soon as possible, and no later than the first shift worked after the emergency occurrence. Effective January 1, 2007, the above $200 per month premium for off duty canine care shall be increased to $245.25 per month. 3. Canine Expenses: The County will pay veterinarian (visits, procedures, and prescriptions), kenneling, and food expenses related to participating canines. The County will pay up to $750, on a one-time basis and not exceeding actual cost, for a home kennel. 4. Miscellaneous: The parties agree that the compensation paid for off-duty canine care under this MOU fully satisfies the County’s obligations under the Fair Labor Standards Act (“FLSA”), and is limited to $200 per month (effective October 1, 2003, $225 per month). In the event any claim is made that this compensation does not fully satisfy the County’s obligations under the FLSA, contrary to the mutual intent of the parties, the County may require a re-opener regarding the Canine Program to ensure compliance with the FLSA and to effectuate the intent of the parties. Effective December 5, 2006, such amount shall be increased from $225 (two hundred twenty five dollars) to $245.25 (two hundred forty five dollars and twenty five cents). SECTION 32 – DEFERRED COMPENSATION PLAN Deferred Compensation Plan – Loan Provision: On June 26, 2012, the Board of Supervisors adopted Resolution 2012/298 approving an amendment to the Deferred Compensation Plan Loan Program. The Deputy Sheriffs Association (DSA) became eligible to apply for loans through the Contra Costa County Deferred Compensation Program effective June 26, 2012. The following is a summary of the provisions of the loan program: 1. The minimum amount of the loan is $1,000. 2. The maximum amount of the loan is the lesser of 50% of the employee’s balance or $50,000, or as otherwise provided by law. 3. The maximum amortization period of the loan is five (5) years. SECTION 33 - LUNCH PERIOD DSA RANK & FILE - 85 - 2019 – 2023 MOU 4. The loan interest is fixed at the time the loan is originated and for the duration of the loan. The loan interest rate is the prime rate plus one percent (1%). 5. There is no prepayment penalty if an employee pays the balance of the loan plus any accrued interest before the original amortization period for the loan. 6. The terms of the loan may not be modified after the employee enters into the loan agreement, except as provided by law. 7. An employee may have only one loan at a time. 8. Payment for the loan is made by monthly payroll deduction. 9. An employee with a loan who is not in paid status (e.g. unpaid leave of absence) may make his/her monthly payments directly to the Plan Administrator by some means other than payroll deduction each month the employee is in an unpaid status (e.g. by a personal check or money order). 10. The Loan Administrator (MassMutual Life Insurance Company or its successor) charges a one-time $50 loan initiation fee. This fee is deducted from the employee’s Deferred Compensation account. 11. The County charges a one-time $25 loan initiation fee and a monthly maintenance fee of $1.50. These fees are paid by payroll deduction. SECTION 33 - LUNCH PERIOD Employees assigned to either the Investigation Division or the Criminalistics Laboratory may select either a one-half (1/2) hour or one (1) hour lunch period, it being understood that such selection should be for periods of no less than three (3) months; it being further understood that the Department retains the right to assign starting times. SECTION 34 - REIMBURSEMENT FOR MEAL EXPENSES/CHARGE FOR DETENTION DIVISION MEALS A. Reimbursement for Meal Expenses. Employees shall be reimbursed for meal expenses under the following circumstances and in the amount specified: 1. When the employee is required to be out of his/her regular or normal work area during a meal hour because of a particular work assignment and with prior approval of the department head or his designee. 2. When the employee is required to stay over to attend consecutive or continuing afternoon and night sessions of a board or commission. 3. When the employee is required to incur expenses as host for official guests of the County, work as members of examining boards, official visitors, and speakers or honored guests at banquets or other official functions. SECTION 35 - COMPENSATION FOR LOSS OR DAMAGE TO PERSONAL PROPERTY DSA RANK & FILE - 86 - 2019 – 2023 MOU 4. When the employee is required to work three (3) or more hours of overtime; in this case he or she may be reimbursed in accordance with the Administrative Bulletin on Expense Reimbursement. Meal costs will be reimbursed only when eaten away from home or away from the facility in the case of employees at 24-hour institutions. Procedures and definitions relative to reimbursement for meal expenses shall be in accordance with the Administrative Bulletin on Expense Reimbursement. B. Charge for Detention Division Meals. Personnel represented by the DSA and permanently assigned to the Detention Division will have fifteen dollars ($15.00) per month deducted from their pay checks in exchange for meals provided by the Department. The employee may choose not to eat facility food. In that case no fees will be deducted. Employees will indicate their option upon transfer into the Detention Division and, during the month of January each year, employees may make a new determination. Current Detention employees will have the month following ratification of the contract to exercise their option. SECTION 35 - COMPENSATION FOR LOSS OR DAMAGE TO PERSONAL PROPERTY 35.1 Conditions. The loss or damage to personal property of employees is subject to reimbursement under the following conditions: a. The loss or damage must result from an event which is not normally encountered or anticipated on the job and which is not subject to the control of the employee. b. Ordinary wear and tear of personal property used on the job is not compensated. c. Employee tools or equipment provided without the express approval of the department head and automobiles are excluded from reimbursement. d. The loss or damage must have occurred in the line of duty. e. The loss or damage was not a result of negligence or lack of proper care by the employee. f. The personal property was necessarily worn or carried by the employee in order to adequately fulfill the duties and requirements of the job. SECTION 36 - PAY WARRANT ERRORS DSA RANK & FILE - 87 - 2019 – 2023 MOU g. The loss or damage to an employee's dentures or other prosthetic devices did not occur simultaneously with a job connected injury covered by Workers' Compensation. h. The amount of reimbursement shall be limited to the actual cost to repair damages. Reimbursement for items damaged beyond repair shall be limited to the actual value of the item at the time of loss or damage but not more than the original cost. i. The burden of proof of loss rests with the employee. j. Claims for reimbursement must be processed in accordance with the Administrative Bulletin on Compensation for Loss or Damage to Personal Property. 35.2 Policies & Practices. The employer will continue its present policies and practices with regard to loss or damage to personal property. This MOU provision does not constitute a waiver by the DSA or an affected employee to litigate in court the legality of portions of the policies dealing with limiting reimbursement because of alleged employee negligence or wrongdoing. SECTION 36 - PAY WARRANT E RRORS If an employee receives a pay warrant which has an error in the amount of compensation to be received and if this error occurred as a result of a mistake by the Auditor-Controller's Department, it is the policy of the Auditor-Controller's department that the error will be corrected and a new warrant issued within forty-eight (48) hours, exclusive of Saturdays, Sundays and holidays from the time the department is made aware of and verifies that the pay warrant is in error. Pay errors discovered by the County shall be corrected as soon as possible as to current pay rate but that no recovery of either overpayments or underpayments to an employee shall be made retroactively except for the six (6) month period immediately preceding discovery of the pay error. This provision shall apply regardless of whether the error was made by the employee, the appointing authority or designee, the Director of Human Resources or designee, or the Auditor-Controller or designee. Recovery of fraudulently accrued over or underpayments are excluded from this section for both parties. When the County notifies an employee of an overpayment and proposed repayment schedule and the employee wishes to meet with the County, a meeting will be held at which time a repayment schedule, which will be no longer than three (3) times the length of time the overpayment occurred, shall be determined. If requested by the employee, an Association representative may be present at a meeting with management to discuss a repayment schedule. SECTION 37 - SERVICE AWARDS DSA RANK & FILE - 88 - 2019 – 2023 MOU SECTION 37 - SERVICE AWARDS The County shall continue its present policy with respect to service awards including time off; provided, however, that the type of award given shall be at the sole discretion of the County. The following procedures shall apply with respect to service awards: a. Presentation Before the Board of Supervisors. An employee with twenty (20) or more years of service may go before the Board of Supervisors to receive his/her Service Award. When requested by a department, the Human Resources Department will make arrangements for the presentation ceremony before the Board of Supervisors and notify the department as to the time and date of the Board meeting. b. Service Award Day Off. Employees with fifteen (15) or more years of service are entitled to take a day off with pay at each five (5) year anniversary. SECTION 38 - LENGTH OF SERVICE DEFINITION (for service awards and vacation accruals) The length of service credits of each employee of the County shall date from the beginning of the last period of continuous County employment (including temporary, provisional, and permanent status, and absences on approved leave of absence). When an employee separates from a permanent position in good standing and within two (2) years is reemployed in a permanent County position, or is reemployed in a permanent County position from a layoff list within the period of layoff eligibility, service credits shall include all credits accumulated at time of separation, but shall not include the period of separation. The Director of Human Resources shall determine these matters based on the employee status records in the Human Resources Department. SECTION 39 - SAFETY The County shall expend every effort to see to it that the work performed under the terms and conditions of this MOU is performed with a maximum degree of safety consistent with the requirement to conduct efficient operations. SECTION 40 - MILEAGE Mileage allowance for the use of personal vehicles on County business shall be paid according to the rates allowed by the Internal Revenue Service and shall be adjusted to reflect changes in this rate on the date it becomes effective or the first of the month following announcement of the changed rate by the Internal Revenue Service, whichever is later. SECTION 41 - CRITICAL INCIDENT DSA RANK & FILE - 89 - 2019 – 2023 MOU SECTION 41 - CRITICAL INCIDENT In the event the act or omission of a sworn officer causes the death or serious injury of another person, the officer's Division Commander shall place the employee on Administrative Leave (with pay) for the seventy-two (72) hours immediately following the incident. SECTION 42 - DEPARTMENT INVESTIGATIONS It has always been and shall continue to be, the Sheriff's position that all internal investigations shall be conducted in a professional and timely manner. The scope and intent of all legal and policy mandates shall be adhered to during all phases of the investigation. This includes that the confidentiality of all information gained during the inquiry shall be consistent with present legal restraints relative to discovery and disclosure. SECTION 43 - PERMANENT PART-TIME EMPLOYEE BENEFITS Permanent part-time employees receive prorated vacation and sick leave benefits. They are eligible for health, dental and life insurance benefits at corresponding premium rates providing they work at least fifty percent (50%) of full time. If the employee works at least fifty percent (50%) of full time, County retirement participation is also included. SECTION 44 - PERMANENT-INTERMITTENT EMPLOYEE BENEFITS Permanent-intermittent employees are eligible for prorated vacation and sick leave benefits. SECTION 45 – HEALTH BENEFITS FOR EMPLOYEES NOT OTHERWISE COVERED To access County health plans, an employee represented by the Association who is not otherwise eligible for health coverage by the County, must be eligible to receive an offer of coverage from the County under the federal Patient Protection and Affordable Care Act (“ACA”) (42 U.S.C. § 18081). Employees eligible to receive an offer of coverage (and qualified dependents), will be offered access to the County’s lowest cost, single individual health insurance plan as determined by the County. Employees will be responsible for the full premium cost of coverage. This provision is not subject to the grievance process. SECTION 46 - PROVISIONAL APPOINTMENT DSA RANK & FILE - 90 - 2019 – 2023 MOU SECTION 46 - PROVISIONAL APPOINTMENT Whenever an appointing authority makes a request for personnel to fill a position in a class for which no reemployment or employment list is available, or in a class for which no eligible or insufficient eligibles to complete the certification will accept appointment to the position, the Director of Human Resources may authorize the appointing authority to appoint any person who possesses the minimum qualifications for the class as set forth in the class specifications, provided that the names of eligibles available and the names of persons who have indicated their intention to take the next examination for the class shall be referred to the appointing authority at the time authorization is issued. In no case shall a permanent position be filled by a provisional appointment for a period exceeding six (6) calendar months except under the following conditions: a. If an examination has been announced for the class and recruitment of applicants is in process, the Director of Human Resources may authorize a continuation of provisional appointments until an eligible list is established. b. In case of a provisional appointment to a permanent position vacated by a leave of absence, such provisional appointment may be continued for the duration of said leave. A provisional appointment shall be terminated within thirty (30) days after the date of certification of eligibles from an appropriate eligible list. All decisions of the Director of Human Resources relative to provisional appointments are final and not subject to the grievance procedure. Before filling a position by a provisional appointment, the appointing authority shall post notice and shall consider current qualified employees for the appointment. Only if there are insufficient internal applicants to constitute a full certification may the appointing authority consider applicants from outside County service. SECTION 47 - LABOR/MANAGEMENT COMMITTEE A. There shall be established a Labor/Management Committee to maximize communications between the parties in the area of labor relations. B. There shall be four (4) representatives of Management and four (4) representatives of the Association, with the DSA representatives time treated as if the meeting were held under Government Code Section 3505. C. The meetings shall begin in the first full month after the adoption by the Board of Supervisors of this MOU and continue every other month thereafter. SECTION 48 - UNFAIR LABOR PRACTICE Either the County or the Association may file an unfair labor practice as defined in Chapter 34-22 of the Board of Supervisors Resolution 81/1165 against the other. SECTION 49 - ADOPTION DSA RANK & FILE - 91 - 2019 – 2023 MOU Allegations of an unfair labor practice, if not resolved in discussions between the parties, shall be heard by a mutually agreed upon impartial third party. SECTION 49 - ADOPTION The provisions of this MOU shall be made applicable on the dates indicated and upon approval by the Board of Supervisors. Resolutions and Ordinances, where necessary, shall be prepared and adopted in order to implement these provisions. It is understood that where it is determined that an Ordinance is required to implement any of the foregoing provisions, said provisions shall become effective upon the first day of the month following thirty (30) days after such Ordinance is adopted. SECTION 50 - SCOPE OF AGREEMENT AND SEVERABILITY OF PROVISIONS 50.1 Scope of Agreement. Except as otherwise specifically provided herein, this MOU fully and completely incorporates the understanding of the parties hereto and constitutes the sole and entire agreement between the parties in any and all matters subject to meet and confer. Neither party shall, during the term of this MOU, demand any change herein, provided that nothing herein shall prohibit the parties from changing the terms of this MOU by mutual agreement. Any past side letters or any other agreements that are not incorporated into or attached to this MOU are deemed expired upon approval of this MOU by the Board of Supervisors. The Union understands and agrees that the County is not obligated to meet and confer regarding wages, hours or conditions of employment during the term of this extended agreement, except as otherwise required by law. 50.2 Severability of Provisions. Should any section, clause or provision of this MOU be declared illegal, unlawful or unenforceable, by final judgment of a court of competent jurisdiction, such invalidation of such section, clause or provision shall not invalidate the remaining portions hereof, and such remaining portions shall remain in full force and effect for the duration of this MOU. 50.3 Personnel Management Regulations. Where a specific provision contained in a section of this MOU conflicts with a specific provision contained in a section of the Personnel Management Regulations, the provision of this MOU shall prevail. It is recognized, however, that certain provisions of the Personnel Management Regulations may be supplementary to the provisions of this MOU or deal with matters not within the scope of representation and as such remain in full force and effect. 50.4 Duration of Agreement. This Agreement shall continue in full force and effect from July 1, 2019 to and including June 30, 2023. SECTION 51 - PAST PRACTICES AND EXISTING MEMORANDA OF UNDERSTANDING Continuance of working conditions and past practices not specifically authorized by ordinance or by resolution of the Board of Supervisors is not guaranteed by this MOU; SECTION 51 - PAST PRACTICES AND EXISTING MEMORANDA OF UNDERSTANDING DSA RANK & FILE - 92 - 2019 – 2023 MOU provided, however, that only during the term of this MOU which expires September 30, 2005, the Association may claim a violation of a past practice. If the Association can demonstrate that such past practice exists by virtue of having been acknowledged and agreed to by Management and representatives of the Association or by employees represented by the Association who reach agreement with the Department Head on a specific policy covering a group of employees such as a reassignment policy, the alleged violation of said past practice will be subject to the grievance procedure. Those practices which have been agreed to by Management and not approved by the Department Head must be confirmed and approved by the Department Head within six (6) months from the below execution date of this MOU in order to be considered a past practice pursuant to this provision. The execution of this MOU does not preclude the DSA from continuing to negotiate with the County regarding the establishment of a Labor-Management Trust Committee and the authorities and responsibilities of said committee. DEPUTY SHERIFFS ASSOCIATION RANK & FILE ATTACHMENTS A. CLASS AND SALARY LISTING B. SHERIFF’S DEPARTMENT SPECIALIZED ASSIGNMENTS ATTACHMENT A Deputy Sheriff's Association Rank and File CLASS AND SALARY LISTING Effective 7/1/2019 SWORN UNIT (VH) Salary Range Job Code Class Title Flex Staff (F) / Deep Class (D) From To 6XWA DEPUTY SHERIFF-40 HOUR F $7,036.96 $8,981.14 6XWB DEPUTY SHERIFF-56 HOUR F $7,036.96 $8,981.14 6DWA DEPUTY SHERIFF-CRIMINALIST I F $7,343.03 $8,095.69 6DVB DEPUTY SHERIFF-CRIMINALIST II F $7,995.69 $10,204.76 6DTB DEPUTY SHERIFF-CRIMINALIST III F $9,257.58 $11,815.28 6DHB DEPUTY SHERIFF-FORENSIC SUPVR $9,960.83 $12,712.82 6XTA SERGEANT $8,139.47 $10,388.26 All classes are designated as safety. NON-SWORN UNIT (VN) Salary Range Job Code Class Title Flex Staff (F) / Deep Class (D) From To 6EVA BACKGROUND INVESTIGATOR I F $6,418.89 $7,997.26 6ENA BACKGROUND INVESTIGATOR II F $7,072.96 $8,812.16 LDVA BIOMETRIC SYSTEMS SPECIALIST $7,380.60 $9,195.44 6CWB CRIME SCENE INVESTIGATOR I F $4,816.79 $6,001.20 6CVB CRIME SCENE INVESTIGATOR II F $5,177.83 $6,451.03 6DWB CRIMINALIST I F $7,336.88 $8,088.91 6DVC CRIMINALIST II F $7,989.00 $9,953.44 6DTA CRIMINALIST III F $9,249.83 $11,524.31 6D7B CRIMINALISTICS LAB AIDE $3,897.04 $4,855.30 6D71 CRIMINALISTICS LAB AIDE-PROJ $3,897.04 $4,855.30 6X7A DEPUTY SHERIFF-RECRUIT - FIXED TERM F $4,584.13 $4,584.13 64WH FINGERPRINT EXAMINER I F $6,181.87 $6,815.51 64VG FINGERPRINT EXAMINER II F $6,579.76 $8,197.69 64WJ FINGERPRINT TECHNICIAN I F $5,219.01 $5,753.96 64VH FINGERPRINT TECHNICIAN II F $5,582.50 $6,955.20 6CHB FORENSIC SUPERVISOR $9,913.67 $12,351.38 64VI SHERIFF COMMUNITY SVC OFFICER $5,177.83 $6,451.03 64VF SHERIFF'S AIDE $4,176.72 $5,203.76 64WK SHERIFF'S DISPATCHER I F $5,446.01 $6,004.23 64WM SHERIFF'S DISPATCHER II F $5,965.40 $7,078.34 64SA SHERIFF'S PHOTOGRAPHER $5,889.10 $7,337.20 64WR SHERIFF'S RANGER $3,775.50 $4,703.88 64VE SHERIFF'S SPECIALIST F $4,922.86 $6,133.36 64HB SUPERVISING FINGERPRINT EXAMNR $7,322.37 $9,122.89 64HC SUPERVISING FINGERPRINT TECH $6,336.80 $7,894.98 6YHA SUPERVISING SHERIFF'S AIDE $4,807.25 $5,989.33 64HD SUPERVISING SHF'S DISPATCHER $6,534.32 $8,141.07 ATTACHMENT B SHERIFF’S DEPARTMENT Specialized Assignments BUREAU/LOCATION POSITION MINIMUM QUALIFICATIONS Custody Services Bureau • Detention Division Classification Deputy Completion of Probation Custody Alternative Deputy Completion of Probation/Patrol Qualified Transportation Deputy Completion of Probation • Court Security Division Court Security Deputy Completion of Detention FTO Support Services Bureau • Technical Services Div. Civil Deputy 1 Year Patrol Experience • Emergency Services Div. Volunteer Services Deputy 1 Year Patrol Experience Field Operation Bureau • Patrol Division Special District Deputy Completion of Patrol FTO J-Team Deputy Completion of Patrol FTO • Investigation Division Investigator Deputy 1 Year of Patrol Experience • Special Ops. Division Helicopter Observer 1 Year of Patrol Experience Marine Patrol Deputy Completion of Patrol FTO Contract City Deputy Completion of Patrol FTO • Coroner’s Division Coroner’s Deputy 1 Year of Patrol Experience Revised February, 2016 DSA R&F - i - 2019-2023 DEPUTY SHERIFFS ASSOCIATION RANK & FILE SUBJECT INDEX Accrual ......................................................................................................................... 35 Accrual During Leave Without Pay (LOA) .................................................................... 43 Accrual During Leave Without Pay (Vacation Leave) .................................................. 33 Administration of Sick Leave ........................................................................................ 37 Adoption ....................................................................................................................... 90 Anniversary Dates ........................................................................................................ 10 Assignment of Classes to Bargaining Units ................................................................... 6 Association Recognition ................................................................................................. 4 Association Representatives .......................................................................................... 7 Association Security ....................................................................................................... 4 Attendance at Meetings ................................................................................................. 7 Bilingual Pay ................................................................................................................ 83 Call Back Time ............................................................................................................. 20 Cause for Disciplinary Action ....................................................................................... 67 Certification Rules ........................................................................................................ 59 Coerced Resignations .................................................................................................. 66 Communicating With Employees ................................................................................... 4 Compensation Complaints ........................................................................................... 73 Compensation for Loss or Damage to Personal Property ............................................ 86 Compensation For Off-Duty Canine Care .................................................................... 83 Compensation for Portion of Month ............................................................................. 11 Compensatory Time ..................................................................................................... 18 Competitive Exam ........................................................................................................ 59 Computer Vision Care (CVC) Users Eye Exam ........................................................... 56 Constructive Resignation ............................................................................................. 66 Corrective Counseling System ..................................................................................... 74 Court Appearance Overtime ........................................................................................ 19 Court Security/Detention Time ..................................................................................... 64 Criminalists ................................................................................................................... 82 Critical Incident ............................................................................................................. 88 Days and Hours of Work .............................................................................................. 16 Deferred Compensation Plan-Loan Provision .............................................................. 84 Department Investigations ........................................................................................... 89 Dependent Care Assistance Program .......................................................................... 55 Deputy Sheriff-Coroner Overtime ................................................................................. 19 Disability ....................................................................................................................... 38 Dismissal, Suspension & Demotion ............................................................................. 67 Dispatch Re-opener ..................................................................................................... 64 DSA President ................................................................................................................ 8 Dues Deduction .............................................................................................................. 4 Duration of Agreement ................................................................................................. 91 Effective Resignation ................................................................................................... 66 DSA R&F - ii - 2019-2023 Employee Assistance Program .................................................................................... 55 Entrance Salary .............................................................................................................. 9 Evening Watch ............................................................................................................ 21 Family and Medical Leave Act (FMLA) and/or California Family Rights Act (CFRA) ... 44 Forensic Services ......................................................................................................... 81 General Administration – Leaves of Absence .............................................................. 43 General Wages .............................................................................................................. 9 Grievance Procedure ................................................................................................... 69 Group Health Plan Coverage ....................................................................................... 46 Hazard Pay for Non-Sworn Detention Division ............................................................. 80 Health Benefits for Employees Not Otherwise Covered ............................................... 89 Health Care Spending Account .................................................................................... 55 Health Plan ................................................................................................................... 50 Holiday and Compensatory Time Provisions ............................................................... 31 Holidays ....................................................................................................................... 26 Holidays Observed ....................................................................................................... 26 Increments Within Range ............................................................................................. 10 Internal Affairs Scheduling ........................................................................................... 64 Investigation Division Home Garaging ......................................................................... 64 Investigations and Special Investigations Unit ............................................................. 80 Investigations Division Scheduling ............................................................................... 64 Jury Duty ...................................................................................................................... 49 Labor Management Committee .................................................................................... 90 Labor-Management Committee (LOA) ......................................................................... 43 Layoff During Probation ............................................................................................... 58 Lead Deputy Sheriff/Corporal Assignment ................................................................... 80 Leave Without Pay ....................................................................................................... 43 Leave Without Pay – Use of Accruals .......................................................................... 47 Leave of Absence ........................................................................................................ 43 Length of Service Definition (for service awards and vacation accruals) ..................... 88 Letters of Reprimand .................................................................................................... 74 Length of Suspension .................................................................................................. 69 Life Insurance Benefit Under Health and Dental Plans ................................................ 52 Longevity Pay ................................................................................................................. 9 Lunch Period ................................................................................................................ 85 Maximum Vacation Accrual .......................................................................................... 34 Medical, Dental, and Life Insurance ............................................................................. 50 Merit Board ................................................................................................................... 73 Mileage ......................................................................................................................... 88 Military Leave ............................................................................................................... 47 Morning Watch ............................................................................................................. 21 DSA R&F - iii - 2019-2023 New Employee Orientation............................................................................................. 6 No Discrimination ........................................................................................................... 7 Non-Sworn Training Officer Program ........................................................................... 80 Notice (Layoff) .............................................................................................................. 25 Official Representatives ................................................................................................. 7 On-Call Duty ................................................................................................................. 20 Open Exam .................................................................................................................. 59 Orthodontia Coverage .................................................................................................. 52 Overtime and Compensatory Time .............................................................................. 18 Part-Time Compensation ............................................................................................. 11 Past Practices .............................................................................................................. 91 Pay for Work in Higher Classification ........................................................................... 13 Pay Warrant Errors ...................................................................................................... 87 Peace Officer Training P.O.S.T. ................................................................................... 81 Permanent-Intermittent Employee Benefits ................................................................. 89 Permanent Intermittent Employees .............................................................................. 31 Permanent Part-Time Employee Benefits .................................................................... 89 Personnel Files ............................................................................................................ 75 Personnel Management Regulations ........................................................................... 91 Physical Examination ................................................................................................... 60 Position Reclassification .............................................................................................. 11 Pregnancy Disability Leave .......................................................................................... 46 Premium Pays .............................................................................................................. 80 Premium Payments ...................................................................................................... 52 Probationary Period ..................................................................................................... 56 Promotion ..................................................................................................................... 59 Promotion Via Reclassification Without Examination ................................................... 59 Provisional Appointment .............................................................................................. 89 Reassignment of Laid Off Employees .......................................................................... 26 Recognition .................................................................................................................... 4 Reimbursement for Meal Expenses ............................................................................. 85 Rejection During Probation .......................................................................................... 57 Rejection During Probation of Laid Off Employee ........................................................ 58 Requirements for Promotional Standing ...................................................................... 60 Resignation in Good Standing ..................................................................................... 66 Resignations ................................................................................................................ 66 Retirement Contribution ............................................................................................... 76 Retirement Coverage ................................................................................................... 53 Return From Leave of Absence ................................................................................... 47 Revised Probationary Period ........................................................................................ 57 Revocation ................................................................................................................... 66 Safety ........................................................................................................................... 88 Salaries .......................................................................................................................... 9 Scope of Agreement .................................................................................................... 91 Seniority Credits ........................................................................................................... 60 Seniority, Workforce Reduction, Layoff & Reassignment ............................................ 22 Sergeant Overtime Pay ................................................................................................ 19 Service Awards ............................................................................................................ 87 DSA R&F - iv - 2019-2023 Severability of Provisions ............................................................................................. 91 Sheriff’s Aides/Specialist Transfers .............................................................................. 65 Sheriff’s Dispatcher P.O.S.T. Certificates .................................................................... 81 Shift Differential ............................................................................................................ 20 Sick Leave .................................................................................................................... 35 Skelly Requirements – Notice of Proposed Action (Skelly Notice) ............................... 68 Special Employment Lists ............................................................................................ 26 Strike/Work Stoppage .................................................................................................. 73 S.W.A.T. Uniform ......................................................................................................... 82 Thirty Years of Continuous Service as a Safety Member ............................................. 78 Time Reporting and Pay Practices Waiver .................................................................. 18 Time Reporting/Time Stamping ................................................................................... 17 Transfer ........................................................................................................................ 64 Transfer (Salaries) ....................................................................................................... 13 Unauthorized Absence ................................................................................................. 48 Unfair Labor Practice ................................................................................................... 90 Uniform Allowance ....................................................................................................... 82 Uniforms ....................................................................................................................... 82 Union Release Time Bank – Limited Pilot Program ....................................................... 8 Use of County Buildings ................................................................................................. 5 Vacation Accrual Rates ................................................................................................ 32 Vacation Leave ............................................................................................................ 32 Witness Duty ................................................................................................................ 50 Workforce Reduction ................................................................................................... 22 Work Scheduling .......................................................................................................... 60 Workers’ Compensation ............................................................................................... 40 RECOMMENDATION(S): ADOPT Resolution No. 2019/463 to provide for salary increases for the Sheriff-Coroner and Sheriff-Coroner unrepresented sworn positions to parallel those in the new Deputy Sheriffs' Association Memorandum of Understanding (Management Unit) for the period July 1, 2019 and beyond. FISCAL IMPACT: The terms and conditions set forth in this action are estimated at a County FY 2019/20 cost of $177,000, including $81,000 in benefit costs; the FY 2020/21 cost is $173,000, including $79,000 in benefit; the FY 2021/22 total cost of $182,000, including $83,000 in benefit costs, and the FY 2022/23 total cost of $191,000, including $88,000 in benefit costs. BACKGROUND: Contra Costa County has historically tied the Sheriff-Coroner and unrepresented sworn classes in the Sheriff-Coroner department to represented classes in the Deputy Sheriffs Association Management Unit for purposes of salary increases and decreases. On June 18, 2019, the Board of Supervisors will consider APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Lisa Driscoll, County Finance Director (925) 335-1023 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: June McHuen, Deputy cc: Robert Campbell, Auditor-Controller, Dianne Dinsmore, Human Resources Director D.16 To:Board of Supervisors From:David Twa, County Administrator Date:June 18, 2019 Contra Costa County Subject:General Salary Increases for Unrepresented Sworn Employees and Elected Official in the Sheriff-Coroner Department BACKGROUND: (CONT'D) > adopting a new memorandum of understanding with the Deputy Sheriffs Association Management Unit that includes wage increases. Resolution No. 2019/195 provides for a 5% wage increase each year effective July 1, 2019, 2020, 2021, and 2022 for the classes of Assistant Sheriff-Exempt (6XB2), Chief Police-Contract Agency-Exempt (6XF1), Commander-Exempt (6XD1), Sheriff-Coroner (6XA1), and Undersheriff-Exempt (6XB4). And an additional 2.5% wage increase effective July 1, 2019 for the Sheriff-Coroner (6XA1), which was negotiated in the previous Deputy Sheriffs Association Management Unit contract. CONSEQUENCE OF NEGATIVE ACTION: The County could be detrimentally impacted by the potential loss of highly-trained sworn personnel and it may become more difficult to attract candidates for promotion. AGENDA ATTACHMENTS Resolution 2019/463 MINUTES ATTACHMENTS Signed Resolution No. 2019/463 THE BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY, CALIFORNIA and for Special Districts, Agencies and Authorities Governed by the Board Adopted this Resolution on 06/18/2019 by the following vote: AYE:5 John Gioia Candace Andersen Diane Burgis Karen Mitchoff Federal D. Glover NO: ABSENT: ABSTAIN: RECUSE: Resolution No. 2019/463 In The Matter Of: Providing for Salary Increases for Unrepresented Sworn Employees and Elected Official in the Sheriff-Coroner Department WHEREAS the County of Contra Costa has maintained a historic salary tie between the Sheriff-Coroner, his unrepresented sworn managers, and his represented managers; and WHEREAS the Deputy Sheriffs Association Management Unit has recently negotiated a new Memorandum of Understanding including wage increases; The Contra Costa County Board of Supervisors acting solely in its capacity as the Governing Board of the County of Contra Costa RESOLVES THAT: The base rate of pay for the classifications of Assistant Sheriff-Exempt (6XB2), Chief Police-Contract Agency-Exempt (6XF1), Commander-Exempt (6XD1), Undersheriff-Exempt (6XB4) will be increased as follows: 1. Effective July 1, 2019, 5% wage increase Effective July 1, 2020, 5% wage increase Effective July 1, 2021, 5% wage increase Effective July 1, 2022, 5% wage increase The base rate of pay for the Sheriff-Coroner (6XA1) will be increased as follows:2. Effective July 1, 2019, 7.5% wage increase Effective July 1, 2020, 5% wage increase Effective July 1, 2021, 5% wage increase Effective July 1, 2022, 5% wage increase Contact: Lisa Driscoll, County Finance Director (925) 335-1023 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: June McHuen, Deputy cc: Robert Campbell, Auditor-Controller, Dianne Dinsmore, Human Resources Director RECOMMENDATION(S): APPROVE and AUTHORIZE the Public Works Director, or designee, to execute a Consulting Services Agreement (“contract”) with Kimley-Horn and Associates, Inc. (“Kimley-Horn”), in an amount not to exceed $250,000, for the period June 18, 2019 through May 7, 2022, to provide on-call civil engineering services, Countywide. (Project No. Various)(All Districts) FISCAL IMPACT: Work performed under this on-call contract is funded by developer fees, local, state and federal funds for road, flood control, and airport projects. BACKGROUND: The Public Works Department is involved in various projects in the County that require civil engineering services for road, flood control, and airport projects. After a solicitation process, Kimley-Horn was selected as one of eight firms to provide civil engineering services on an “on-call” basis. The Consultant will augment Public Works staff on an as-needed basis. They will be used as an extension of Public Works staff during busy times when extra help is needed or when in-house expertise is not available. This on-call contract will be in effect for thirty-six months. Government Code Section 31000 and 4525 authorizes the County to contract for services including the type of civil engineering that Kimley-Horn provides. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Kevin Emigh, 925-313-2233 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stacey M. Boyd, Deputy cc: C. 1 To:Board of Supervisors From:Brian M. Balbas, Public Works Director/Chief Engineer Date:June 18, 2019 Contra Costa County Subject:Consulting Services Agreement with Kimley-Horn and Associates, Inc., Countywide. CONSEQUENCE OF NEGATIVE ACTION: Without approval from the Board of Supervisors, there is possible delay in completing projects requiring civil engineering services. Executing this contract will facilitate the process of design and construction for various Public Works projects requiring civil engineering expertise. ATTACHMENTS Kimley-Horn Contract RECOMMENDATION(S): APPROVE and AUTHORIZE the Public Works Director, or designee, to execute a Consulting Services Agreement (“contract”) with Biggs Cardosa Associates, Inc. (“Biggs Cardosa”), in an amount not to exceed $250,000, for the period June 18, 2019 through May 7, 2022, to provide on-call structural engineering services, Countywide. (Project Nos. Various)(All Districts) FISCAL IMPACT: Work performed under this on-call contract is funded by developer fees, local, state and federal funds for road, flood control, and airport projects. BACKGROUND: The Public Works Department is involved in various projects in the County that require structural engineering services for road, flood control, and airport projects. After a solicitation process, Quincy was selected as one of seven firms to provide structural engineering services on an “on-call” basis. The Consultant will be used to provide structural engineering services as in-house expertise is not available. This on-call contract will be in effect for thirty-six months. Government Code Section 31000 and 4525 authorizes the County to contract for services including the type of structural engineering that Biggs Cardosa provides. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Kevin Emigh, 925-313-2233 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stacey M. Boyd, Deputy cc: C. 2 To:Board of Supervisors From:Brian M. Balbas, Public Works Director/Chief Engineer Date:June 18, 2019 Contra Costa County Subject:Consulting Services Agreement with Biggs Cardosa Associates, Inc., Countywide. CONSEQUENCE OF NEGATIVE ACTION: Without approval from the Board of Supervisors, there is possible delay in completing projects requiring structural engineering services. Executing this contract will facilitate the process of design and construction for various Public Works projects requiring structural engineering expertise. ATTACHMENTS Biggs Cardosa Contract RECOMMENDATION(S): APPROVE and AUTHORIZE the Public Works Director, or designee, to execute a Consulting Services Agreement (“contract”) with Wood Rodgers, Inc. (“Wood Rodgers”), in an amount not to exceed $250,000, for the period June 18, 2019 through May 7, 2022, to provide on-call structural engineering services, Countywide. (Project Nos. Various)(All Districts) FISCAL IMPACT: Work performed under this on-call contract is funded by developer fees, local, state and federal funds for road, flood control, and airport projects. BACKGROUND: The Public Works Department is involved in various projects in the County that require structural engineering services for road, flood control, and airport projects. After a solicitation process, Quincy was selected as one of seven firms to provide structural engineering services on an “on-call” basis. The Consultant will be used to provide structural engineering services as in-house expertise is not available. This on-call contract will be in effect for thirty-six months. Government Code Section 31000 and 4525 authorizes the County APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Kevin Emigh, 925-313-2233 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stacey M. Boyd, Deputy cc: C. 3 To:Board of Supervisors From:Brian M. Balbas, Public Works Director/Chief Engineer Date:June 18, 2019 Contra Costa County Subject:Consulting Services Agreement with Wood Rodgers, Inc., Countywide. BACKGROUND: (CONT'D) to contract for services including the type of structural engineering that Wood Rodgers provides. CONSEQUENCE OF NEGATIVE ACTION: Without approval from the Board of Supervisors, there is possible delay in completing projects requiring structural engineering services. Executing this contract will facilitate the process of design and construction for various Public Works projects requiring structural engineering expertise. ATTACHMENTS Wood Rodgers Contract RECOMMENDATION(S): ADOPT Traffic Resolution No. 2019/4484 to prohibit stopping, standing, or parking of vehicles at all times on the east side of Willow Pass Road (Road No. 4885), beginning at the southeastern curb line of Evora Road (Road No. 5085) and extending south a distance of 130 feet; THENCE, on the west side of Willow Pass Road (Road No. 4885), beginning at the southwestern curb line of Evora Road (Road No. 5085) and extending south a distance of 180 feet, and; RESCIND Traffic Resolution No. 4345, adopted August 9, 2011, as recommended by the Public Works Director, Concord area. (District V) FISCAL IMPACT: No fiscal impact. BACKGROUND: Previously, parking was restricted for two 90-foot sections of Willow Pass Road on both sides of its intersection with Evora Road. This prohibition was adopted by the Board of Supervisors (via Traffic Resolution 4345) on August 9, 2011 in support of Tri Delta Transit bus APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Monish Sen, 925.313.2187 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stacey M. Boyd, Deputy cc: C. 4 To:Board of Supervisors From:Brian M. Balbas, Public Works Director/Chief Engineer Date:June 18, 2019 Contra Costa County Subject:Prohibit stopping, parking, or standing of vehicles at all times on portions of Willow Pass Road (Road No. 4885), Concord area. BACKGROUND: (CONT'D) stops at these locations on Willow Pass Road. In a letter dated May 10, 2019, The Eastern Contra Costa Transit Authority (ECCTA or Tri Delta Transit) requested the Public Works Department extend the existing red curbs (as adopted in 2011) at their bus stops on both sides of Willow Pass Road (Road No. 4885) to allow better ingress/egress from the travelled way to the bus stops. The Chief Operating Officer indicated parked cars in close vicinity were limiting the ability of Tri Delta busses from accessing the bus stops. The west side of Willow Pass Road (where a bus stop is located) currently features a designated bicycle lane that extends a distance of 180 feet. The California Vehicle Code (CVC) Sections 21207, 22507 and 21211 restrict the stopping, parking, or standing of vehicles at all times within a bike lane, regardless of any red curb marking. Although parking through this entire zone is already prohibited due to the bike lane markings, this resolution, when adopted, will reinforce those CVC provisions. Similarly, based on the ECCTA request, the Public Works Department Traffic Section recommends extending the existing limits of prohibited parking by an additional 40 feet on the east side of Willow Pass Road to improve bus access to the existing bus stop. CONSEQUENCE OF NEGATIVE ACTION: Parking will remain restricted based on Traffic Resolution No. 4345. AGENDA ATTACHMENTS TR 2019/4484 MINUTES ATTACHMENTS Signed: Traffic Res 2019/4484 THE BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY, CALIFORNIA Adopted this Traffic Resolution on June 18, 2019 by the following vote: AYES: NOES: ABSENT: TRAFFIC RESOLUTION NO. 2019/4484 ABSTAIN: Supervisorial District V SUBJECT: Prohibit stopping, parking, or standing of vehicles at all times on portions of Willow Pass Road (Road No. 4885), Concord area. The Contra Costa Board of Supervisors RESOLVES that: Based on recommendations by the County Public Works Department's Transportation Engineering Division, and pursuant to County Ordinance Code Sections 46-2.002 - 46-2.012, the following traffic regulation is established (and other action taken, as indicated): Pursuant to Section 22507 of the California Vehicle Code, stopping, parking, or standing of vehicles is hereby declared to be prohibited at all times on the east side of Willow Pass Road (Road No. 4885), beginning at the southeastern curb line of Evora Road (Road No. 5085) and extending south a distance of 130 feet; THENCE, on the west side of Willow Pass Road, beginning at the southwestern curb line of Evora Road (Road No. 5085) and extending south a distance of 180 feet, Concord area. Traffic Resolution No. 4345 pertaining to restricted parking on Willow Pass Road (Road No. 4885), is hereby rescinded. MS:sr Orig. Dept: Public Works (Traffic) Contact: Monish Sen, 313-2187 cc: California Highway Patrol Sheriff Department TRAFFIC RESOLUTION NO. 2019/4484 I hereby certify that this is a true and correct Copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: David Twa, Clerk of the Board of Supervisors and County Administrator By , Deputy RECOMMENDATION(S): APPROVE and AUTHORIZE the Public Works Director, or designee, to execute a Consulting Services Agreement (“contract”) with BSK Associates (“BSK”), in an amount not to exceed $250,000, for the period June 18, 2019 through June 18, 2022, to provide on-call geotechnical engineering services, Countywide. (Project Nos. Various)(All Districts) FISCAL IMPACT: Work performed under this on-call contract is funded by developer fees, local, state and federal funds for road, flood control, and airport projects. BACKGROUND: The Public Works Department is involved in various projects in the County that require geotechnical engineering services for road, flood control, and airport projects. After a solicitation process, BSK was selected as one of eight firms to provide geotechnical engineering services on an “on-call” basis. The Consultant will be used to provide geotechnical engineering service as in-house expertise is not available. This on-call contract will be in effect for thirty-six months. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Kevin Emigh, 925-313-2233 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stacey M. Boyd, Deputy cc: C. 5 To:Board of Supervisors From:Brian M. Balbas, Public Works Director/Chief Engineer Date:June 18, 2019 Contra Costa County Subject:Consulting Service Agreement for BSK Associates CONSEQUENCE OF NEGATIVE ACTION: Without approval from the Board of Supervisors, there is possible delay in completing projects requiring geotechnical engineering services. Executing this contract will facilitate the process of design and construction for various Public Works projects requiring geotechnical engineering expertise. CHILDREN'S IMPACT STATEMENT: RECOMMENDATION(S): APPROVE and AUTHORIZE the Public Works Director, or designee, to execute a Consulting Services Agreement (“contract”) with Cal Engineering & Geology, Inc., in an amount not to exceed $250,000, for the period June 18, 2019 through June 18, 2022, to provide on-call geotechnical engineering services, Countywide. (Project Nos. Various)(All Districts) FISCAL IMPACT: Work performed under this on-call contract is funded by developer fees, local, state and federal funds for road, flood control, and airport projects. BACKGROUND: The Public Works Department is involved in various projects in the County that require geotechnical engineering services for road, flood control, and airport projects. After a solicitation process, Cal Engineering & Geology, Inc., was selected as one of eight firms APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Kevin Emigh, 925-313-2233 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stacey M. Boyd, Deputy cc: C. 6 To:Board of Supervisors From:Brian M. Balbas, Public Works Director/Chief Engineer Date:June 18, 2019 Contra Costa County Subject:Consulting Service Agreement Cal Engineering & Geology, Inc. BACKGROUND: (CONT'D) to provide geotechnical engineering services on an “on-call” basis. The Consultant will be used to provide geotechnical engineering service as in-house expertise is not available. This on-call contract will be in effect for thirty-six months. Government Code Section 31000 and 4525 authorizes the County to contract for services including the type of geotechnical engineering that Cal Engineering & Geology, Inc. provides. CONSEQUENCE OF NEGATIVE ACTION: Without approval from the Board of Supervisors, there is possible delay in completing projects requiring geotechnical engineering services. Executing this contract will facilitate the process of design and construction for various Public Works projects requiring geotechnical engineering expertise RECOMMENDATION(S): APPROVE and AUTHORIZE the Public Works Director, or designee, to execute a Consulting Services Agreement (“contract”) with Crawford & Associates Inc., in an amount not to exceed $250,000, for the period June 18, 2019 through June 18, 2022, to provide on-call geotechnical engineering services, Countywide. (Project Nos. Various)(All Districts) FISCAL IMPACT: Work performed under this on-call contract is funded by developer fees, local, state and federal funds for road, flood control, and airport projects. BACKGROUND: The Public Works Department is involved in various projects in the County that require geotechnical engineering services for road, flood control, and airport projects. After a solicitation process, Crawford & Associates Inc., was selected as one of eight firms to provide APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Kevin Emigh, 925-313-2233 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stacey M. Boyd, Deputy cc: C. 7 To:Board of Supervisors From:Brian M. Balbas, Public Works Director/Chief Engineer Date:June 18, 2019 Contra Costa County Subject:Consulting Service Agreement Crawford & Associates, Inc. BACKGROUND: (CONT'D) geotechnical engineering services on an “on-call” basis. The Consultant will be used to provide geotechnical engineering service as in-house expertise is not available. This on-call contract will be in effect for thirty-six months. Government Code Section 31000 and 4525 authorizes the County to contract for services including the type of geotechnical engineering that Crawford & Associate Inc. provides. CONSEQUENCE OF NEGATIVE ACTION: Without approval from the Board of Supervisors, there is possible delay in completing projects requiring geotechnical engineering services. Executing this contract will facilitate the process of design and construction for various Public Works projects requiring geotechnical engineering expertise. RECOMMENDATION(S): APPROVE and AUTHORIZE the Public Works Director, or designee, to execute a Consulting Services Agreement (“contract”) with Hultgren-Tillis Engineers, in an amount not to exceed $250,000, for the period June 18, 2019 through June 18, 2022, to provide on-call geotechnical engineering services, Countywide. (Project Nos. Various)(All Districts) FISCAL IMPACT: Work performed under this on-call contract is funded by developer fees, local, state and federal funds for road, flood control, and airport projects. BACKGROUND: The Public Works Department is involved in various projects in the County that require geotechnical engineering services for road, flood control, and airport projects. After a solicitation process, Hultgren-Tillis Engineers, was selected as one of eight firms to provide geotechnical engineering services on an “on-call” APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Kevin Emigh, 925-313-2233 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stacey M. Boyd, Deputy cc: C. 8 To:Board of Supervisors From:Brian M. Balbas, Public Works Director/Chief Engineer Date:June 18, 2019 Contra Costa County Subject:Consulting Services Agreement with Hultgren-Tillis Engineers BACKGROUND: (CONT'D) basis. The Consultant will be used to provide geotechnical engineering service as in-house expertise is not available. This on-call contract will be in effect for thirty-six months. Government Code Section 31000 and 4525 authorizes the County to contract for services including the type of geotechnical engineering that Hultgren-Tillis Engineers provides. CONSEQUENCE OF NEGATIVE ACTION: Without approval from the Board of Supervisors, there is possible delay in completing projects requiring geotechnical engineering services. Executing this contract will facilitate the process of design and construction for various Public Works projects requiring geotechnical engineering expertise. RECOMMENDATION(S): ADOPT Resolution No. 2019/199 approving and authorizing the Public Works Director, or designee, to fully close a portion of Bernhard Avenue between Cypress Avenue and Kensington Avenue, on July 6, 2019 from 5:00 AM through 11:59 PM, for the purpose of a community fundraiser, Richmond area. (District I) FISCAL IMPACT: No fiscal impact. BACKGROUND: Applicant shall follow guidelines set forth by the Public Works Department. CONSEQUENCE OF NEGATIVE ACTION: Applicant will be unable to close the road for planned activities. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Randolf Sanders (925)313-2111 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stacey M. Boyd, Deputy cc: Jocelyn LaRocque- Engineering Services, Randolf Sanders- Engineering Services, Bob Hendry -Engineering Services, CHP, Sheriff - Patrol Division Commander C. 9 To:Board of Supervisors From:Brian M. Balbas, Public Works Director/Chief Engineer Date:June 18, 2019 Contra Costa County Subject:Close Bernhard Ave., between Cypress Ave., & Kensington Ave., on July 06, 2019, from 5:00 AM through 11:59 PM, East Richmond Heights area. AGENDA ATTACHMENTS Resolution No. 2019/199 MINUTES ATTACHMENTS Signed: Resolution No. 2019/199 THE BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY, CALIFORNIA and for Special Districts, Agencies and Authorities Governed by the Board Adopted this Resolution on 06/18/2019 by the following vote: AYE:5 John Gioia Candace Andersen Diane Burgis Karen Mitchoff Federal D. Glover NO: ABSENT: ABSTAIN: RECUSE: Resolution No. 2019/199 IN THE MATTER OF approving and authorizing the Public Works Director, or designee, to fully close a portion of Bernhard Avenue between Cypress Avenue and Kensington Avenue, on July 6, 2019 from 5:00 AM through 11:59 PM, for the purpose of a community fundraiser, Richmond area. (District I) RC19-7 NOW, THEREFORE, BET IT RESOLVED that permission is granted to East Richmond Heights Neighborhood Watch to fully close Bernhard Avenue between Cypress Avenue and Kensington Avenue, except for emergency traffic, on July 6, 2019 for the period of 5:00 AM through 11:59 PM, subject to the following conditions: 1. Traffic will be detoured via per traffic control plan reviewed by Public Works. 2. All signing to be in accordance with the California Manual on Uniform Traffic Control Devices. 3. East Richmond Heights Neighborhood Watch shall comply with the requirements of the Ordinance Code of Contra Costa County. 4. Provide the County with a Certificate of Insurance in the amount of $1,000,000.00 for Comprehensive General Public Liability which names the County as an additional insured prior to permit issuance. 5. Obtain approval for the closure from the Sheriff’s Department, the California Highway Patrol and the Fire District. Contact: Randolf Sanders (925)313-2111 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stacey M. Boyd, Deputy cc: Jocelyn LaRocque- Engineering Services, Randolf Sanders- Engineering Services, Bob Hendry -Engineering Services, CHP, Sheriff - Patrol Division Commander RECOMMENDATION(S): ADOPT Resolution No. 2019/200 approving and authorizing the Public Works Director, or designee, to fully close all of Rolph Avenue, on July 21, 2019 from 6:00 AM through 8:00 PM, for the purpose of the11th Annual Sugartown Festival, Crockett area. (District V) FISCAL IMPACT: No fiscal impact BACKGROUND: Applicant shall follow guidelines set forth by the Public Works Department. CONSEQUENCE OF NEGATIVE ACTION: Applicant will be unable to close the road for planned activities. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Randolf Sanders (925)313-2111 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stacey M. Boyd, Deputy cc: Jocelyn LaRocque- Engineering Services, Randolf Sanders- Engineering Services, Bob Hendry -Engineering Services, CHP, Sheriff - Patrol Division Commander C. 10 To:Board of Supervisors From:Brian M. Balbas, Public Works Director/Chief Engineer Date:June 18, 2019 Contra Costa County Subject:Close all of Rolph Avenue, on July 21, 2019, from 6:00 AM through 8:00 PM, Crockett area. AGENDA ATTACHMENTS Resolution No. 2019/200 MINUTES ATTACHMENTS Signed: Resolution No. 2019/200 THE BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY, CALIFORNIA and for Special Districts, Agencies and Authorities Governed by the Board Adopted this Resolution on 06/18/2019 by the following vote: AYE:5 John Gioia Candace Andersen Diane Burgis Karen Mitchoff Federal D. Glover NO: ABSENT: ABSTAIN: RECUSE: Resolution No. 2019/200 IN THE MATTER OF ADOPT Resolution No. 2019/200 approving and authorizing the Public Works Director, or designee, to fully close all of Rolph Avenue, on July 21, 2019 from 6:00 AM through 8:00 PM, for the purpose of the11th Annual Sugartown Festival, Crockett area. (District V) RC19-6 NOW, THEREFORE, BE IT RESOLVED that permission is granted to Crockett Chamber of Commerce to fully close Rolph Avenue, except for emergency traffic, on July 21, 2019 for the period of 6:00 AM through 8:00 PM, subject to the following conditions: 1. Traffic will be detoured via per traffic control plan reviewed by Public Works. 2. All signing to be in accordance with the California Manual on Uniform Traffic Control Devices. 3. Crockett Chamber of Commerce shall comply with the requirements of the Ordinance Code of Contra Costa County. 4. Provide the County with a Certificate of Insurance in the amount of $1,000,000.00 for Comprehensive General Public Liability which names the County as an additional insured prior to permit issuance. 5. Obtain approval for the closure from the Sheriff’s Department, the California Highway Patrol and the Fire District. Contact: Randolf Sanders (925)313-2111 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stacey M. Boyd, Deputy cc: Jocelyn LaRocque- Engineering Services, Randolf Sanders- Engineering Services, Bob Hendry -Engineering Services, CHP, Sheriff - Patrol Division Commander RECOMMENDATION(S): ADOPT Resolution No. 2019/455 approving and authorizing the Chief Engineer, Flood Control and Water Conservation District (FC District), or designee, to impose the annual Drainage Area Benefit Assessments (DABAs) for Fiscal Year 2019-2020 for Drainage Areas 67A, 75A, 76A, 520, 910, 1010, and 1010A, in the Walnut Creek, San Ramon, Alamo, Oakley and Danville areas. FISCAL IMPACT: The proposed annual DABAs will provide approximately $423,089 in funding for drainage maintenance activities in Drainage Areas 67A, 75A, 76A, 520, 910, 1010, and 1010A. (100% Drainage Area Benefit Assessment Funds) BACKGROUND: DABA areas are those in which all parcels within each drainage area boundary pay assessments for flood control infrastructure maintenance and repair. Flood control maintenance activities include complaint investigation, facility inspections, ditch and basin cleaning, maintaining right-of-way access, and other general routine drainage maintenance activities. Special drainage maintenance activities, such as bank repairs, are also funded by the assessments. The benefit APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Michelle Cordis, (925) 313-2381 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stacey M. Boyd, Deputy cc: Laura Strobel, County Administrator's Office, Robin Cantu, County Assessor’s Office, Bob Campbell, County Auditor–Controller, Dorothy Lim, County Auditor-Controller’s Office, Brice Bins, County Treasurer-Tax Collector's Office, Allison Knapp, Deputy Chief Engineer, Tim Jensen, Flood Control, Michelle Cordis, Flood Control, Patrick Melgar, Flood Control, Simone Saleh, Engineering Services, Catherine Windham, Flood Control C. 11 To:Contra Costa County Flood Control District Board of Supervisors From:Brian M. Balbas, Public Works Director/Chief Engineer Date:June 18, 2019 Contra Costa County Subject:Annual Drainage Area Benefit Assessments For Fiscal Year 2019-2020. Project No. 7505-6F8167, CP# 99-54 BACKGROUND: (CONT'D) assessments collected are used only for administration, maintenance, and operation of the Flood Control facilities, within the FC District right-of-way limits. The annual benefit assessment amount for each Impervious Area Unit (IAU [one IAU equals 1,000 ft2]) is the quotient of the total annual maintenance cost divided by the total IAUs in the drainage area. The annual benefit assessment for each lot is the product of the number of IAUs assigned to each lot times the annual benefit assessment per IAU. The annual benefit assessment is adjusted periodically to account for inflation and maintenance needs. The Board of Supervisors, acting as the governing board of the FC District, provided public notice to all affected property owners prior to the establishment of the initial DABAs. The Board set the maximum assessment rate for each DABA when each drainage area was formed. A maximum reserve fund based on the estimated annual cost of the maintenance services was also established when each drainage area was formed. The purpose of this action was to provide adequate funding for unscheduled maintenance or contingencies. CONSEQUENCE OF NEGATIVE ACTION: If the proposed DABAs, for Fiscal Year 2019-2020, are not implemented, routine and special drainage maintenance of flood control facilities in these drainage areas may not occur, which could impair the effectiveness of the flood control facilities in these drainage areas and negatively impact the surrounding watersheds. A significant impact in a watershed could cost the FC District and the County considerable amounts of money to repair and restore the flood control facility and surrounding areas. AGENDA ATTACHMENTS Resolution No. 2019/455 Exhibit A Proposed Fees 2019 Table 1 MINUTES ATTACHMENTS Signed: Resolution No. 2019/455 THE BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY, CALIFORNIA and for Special Districts, Agencies and Authorities Governed by the Board Adopted this Resolution on 06/18/2019 by the following vote: AYE:5 John Gioia Candace Andersen Diane Burgis Karen Mitchoff Federal D. Glover NO: ABSENT: ABSTAIN: RECUSE: Resolution No. 2019/455 In The Matter Of: Approving and Authorizing the Chief Engineer, Flood Control and Water Conservation District, or designee, to impose the Annual Benefit Assessments for Fiscal Year 2019-2020 for Drainage Area 67A (Walnut Creek), Drainage Area 75A (San Ramon), Drainage Area 76A (Alamo), Drainage Area 520 (Oakley), Drainage Area 910 (Danville), Drainage Area 1010 (Danville), and Drainage Area 1010A (Danville), Walnut Creek, San Ramon, Alamo, Oakley, and Danville areas. (100% Drainage Area Benefit Assessment Funds) Project No. 7505-6F8167, CP# 99-54 The Board of Supervisors of Contra Costa County, as the governing body of the Flood Control and Water Conservation District (referred to as the "FC District"), RESOLVES as follows: The FC District has previously established Drainage Areas 67A, 75A, 76A, 520, 910, 1010, and 1010A pursuant to the provisions of Contra Costa County Flood Control and Water Conservation District Act (West's Water Code–Appendix, Ch. 63); The FC District has previously determined and proposed for adoption within said drainage areas annual benefit assessments pursuant to the Benefit Assessment Act of 1982 (Gov. Code, Sections 54701-54718), which assessments were subsequently approved by the vote required by law; Once benefit assessments have been approved by the voters, Government Code Section 54717 (c) authorizes the Board annually to determine the cost of the services provided to the affected areas of benefit and to determine and impose the assessments; and The Board has before it the report (see attached Exhibit A), prepared by the Chief Engineer, which describes the cost of providing drainage and flood control services to the above-numbered drainage areas for Fiscal Year 2019-2020. Also attached are lists indicating the annual benefit assessments proposed to be levied against the parcels within the drainage areas to cover the cost of such services; and The proposed assessment rate amounts indicated do not exceed the maximum rates established for each of the Drainage Areas; The Board DETERMINES that the costs of the services financed by the benefit assessments for each drainage area are as shown on Table 1. The Board IMPOSES the annual benefit assessments set forth in the above-described report, attached hereto as Exhibit A and made a part hereof by reference, and DIRECTS that said benefit assessments be levied against the parcels within Drainage Areas 67A, 75A, 76A, 520, 910, 1010, and 1010A and collected in the same manner, and subject to the same penalties and priority of lien, as other charges and taxes fixed and collected by the County, as provided by Government Code Section 54718. Contact: Michelle Cordis, (925) 313-2381 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stacey M. Boyd, Deputy cc: Laura Strobel, County Administrator's Office, Robin Cantu, County Assessor’s Office, Bob Campbell, County Auditor–Controller, Dorothy Lim, County cc: Laura Strobel, County Administrator's Office, Robin Cantu, County Assessor’s Office, Bob Campbell, County Auditor–Controller, Dorothy Lim, County Auditor-Controller’s Office, Brice Bins, County Treasurer-Tax Collector's Office, Allison Knapp, Deputy Chief Engineer, Tim Jensen, Flood Control, Michelle Cordis, Flood Control, Patrick Melgar, Flood Control, Simone Saleh, Engineering Services, Catherine Windham, Flood Control Drainage Area Benefit Assessment Proposed Fees for Lien Year 2019 06/03/19 Page 1 of 50 1010 1010 1010 1010 203-061-001-4 203-061-002-2 203-061-003-0 203-061-004-8 203-061-005-5 203-061-006-3 203-061-007-1 203-061-008-9 203-061-009-7 203-061-010-5 203-061-011-3 203-061-012-1 203-061-013-9 203-061-014-7 203-061-015-4 203-061-016-2 203-061-017-0 203-061-018-8 203-061-019-6 203-061-020-4 203-061-021-2 203-061-022-0 203-061-023-8 203-061-024-6 203-061-025-3 203-061-026-1 203-061-027-9 203-061-028-7 203-061-029-5 203-061-030-3 203-061-031-1 203-061-032-9 203-061-033-7 203-061-034-5 203-061-035-2 203-061-036-0 203-061-037-8 203-061-038-6 203-061-039-4 203-061-040-2 203-061-041-0 203-061-042-8 203-061-043-6 203-061-044-4 203-061-045-1 203-061-046-9 203-061-047-7 203-061-048-5 203-061-049-3 203-061-050-1 203-061-051-9 203-061-052-7 203-061-053-5 203-061-054-3 203-061-055-0 203-061-056-8 203-061-057-6 203-061-058-4 203-061-059-2 203-061-060-0 203-061-061-8 203-061-062-6 203-061-063-4 203-061-064-2 203-061-065-9 203-061-067-5 203-061-068-3 203-061-070-9 203-071-001-2 203-071-002-0 203-071-003-8 203-071-004-6 203-071-005-3 203-071-006-1 203-071-007-9 203-071-008-7 203-071-009-5 203-071-010-3 203-071-011-1 203-071-012-9 203-071-013-7 203-071-014-5 203-071-015-2 203-071-016-0 203-071-017-8 203-071-018-6 203-071-019-4 203-071-020-2 203-071-021-0 203-071-022-8 203-071-023-6 203-071-024-4 203-071-025-1 203-071-026-9 203-071-027-7 203-071-028-5 203-071-029-3 203-071-030-1 203-071-031-9 203-071-032-7 203-071-033-5 203-071-034-3 203-071-035-0 203-071-036-8 203-071-037-6 203-071-038-4 203-071-039-2 203-071-040-0 203-071-041-8 203-071-042-6 203-071-043-4 203-071-044-2 203-071-045-9 203-071-046-7 203-071-047-5 203-071-048-3 203-071-049-1 203-071-050-9 203-071-051-7 203-071-052-5 203-071-053-3 203-071-054-1 203-071-055-8 203-071-056-6 203-071-057-4 203-071-058-2 203-071-059-0 203-071-060-8 203-071-061-6 203-071-062-4 203-071-063-2 203-071-064-0 203-071-065-7 203-071-066-5 203-071-067-3 203-071-068-1 203-071-069-9 203-071-070-7 203-071-071-5 203-071-072-3 203-071-073-1 203-071-074-9 203-071-075-6 203-071-076-4 203-071-077-2 203-071-078-0 203-071-079-8 203-071-080-6 $ 10.28 $ 10.28 $ 10.28 $ 10.28 $ 10.28 $ 10.28 $ 5.22 $ 5.22 $ 5.22 $ 5.22 $ 5.22 $ 5.22 $ 5.22 $ 5.22 $ 5.22 $ 5.22 $ 5.22 $ 5.22 $ 5.22 $ 5.22 $ 5.22 $ 5.22 $ 5.22 $ 5.22 $ 5.22 $ 5.22 $ 5.22 $ 5.22 $ 5.22 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 11.32 $ 11.32 $ 11.32 $ 7.94 $ 7.94 $ 7.94 $ 7.94 $ 7.94 $ 7.94 $ 7.94 $ 7.94 $ 7.94 $ 7.94 $ 7.94 $ 7.94 $ 7.94 $ 7.94 $ 7.94 $ 7.94 $ 7.94 $ 7.94 $ 7.94 $ 7.94 $ 10.28 $ 10.28 $ 10.28 $ 10.28 $ 10.28 $ 10.28 $ 10.28 $ 10.28 $ 10.28 $ 10.28 $ 10.28 $ 10.28 $ 10.28 $ 10.28 $ 10.28 $ 10.28 $ 10.28 $ 10.28 $ 10.28 $ 10.28 $ 10.28 $ 10.28 $ 10.28 $ 10.28 $ 10.28 $ 10.28 $ 10.28 $ 10.28 $ 10.28 $ 10.28 $ 10.28 $ 10.28 $ 10.28 $ 10.28 $ 10.28 $ 10.28 $ 10.28 $ 10.28 $ 6.12 $ 6.12 $ 6.12 $ 6.12 $ 6.12 $ 6.12 $ 6.12 $ 6.12 $ 6.12 $ 6.12 $ 6.12 $ 6.12 $ 6.12 $ 6.12 $ 6.12 $ 6.12 $ 6.12 $ 6.12 $ 6.12 $ 6.12 $ 6.12 $ 6.12 $ 6.12 $ 6.12 $ 6.48 $ 6.48 $ 6.48 $ 6.48 $ 6.48 $ 6.48 $ 6.48 $ 6.48 $ 6.48 $ 6.48 $ 6.48 $ 6.48 $ 6.48 $ 6.48 $ 6.48 $ 6.48 $ 6.48 $ 6.48 DA DA DA DA Drainage Area Benefit Assessment Proposed Fees for Lien Year 2019 06/03/19 Page 2 of 50 1010 1010 1010 1010 203-071-081-4 203-071-082-2 203-071-083-0 203-071-084-8 203-071-085-5 203-071-086-3 203-071-087-1 203-071-088-9 203-071-089-7 206-010-027-4 206-010-030-8 206-010-033-2 206-010-037-3 206-010-038-1 206-010-045-6 206-010-046-4 206-010-049-8 206-010-050-6 206-010-051-4 206-010-053-0 206-010-054-8 206-010-055-5 206-010-056-3 206-010-059-7 206-010-061-3 206-020-078-5 206-272-026-9 206-272-027-7 206-272-028-5 206-272-029-3 206-272-030-1 206-272-031-9 206-281-001-1 206-281-002-9 206-281-003-7 206-281-004-5 206-281-008-6 206-281-009-4 206-281-010-2 206-281-011-0 206-281-012-8 206-281-013-6 206-281-014-4 206-281-015-1 206-281-016-9 206-281-017-7 206-281-018-5 206-281-019-3 206-281-020-1 206-281-021-9 206-281-022-7 206-281-023-5 206-281-024-3 206-281-025-0 206-281-026-8 206-281-027-6 206-281-028-4 206-281-029-2 206-281-030-0 206-281-031-8 206-281-032-6 206-281-033-4 206-281-034-2 206-281-035-9 206-281-039-1 206-281-040-9 206-281-041-7 206-281-042-5 206-281-043-3 206-282-005-1 206-282-006-9 206-282-007-7 206-282-008-5 206-282-009-3 206-282-012-7 206-282-013-5 206-282-014-3 206-282-017-6 206-282-018-4 206-282-019-2 206-282-021-8 206-282-022-6 206-282-023-4 206-282-024-2 206-282-025-9 206-282-026-7 206-283-001-9 206-283-002-7 206-283-003-5 206-283-004-3 206-283-005-0 206-283-006-8 206-283-007-6 206-283-008-4 206-283-009-2 206-283-010-0 206-283-011-8 206-283-012-6 206-283-013-4 206-283-014-2 206-283-015-9 206-283-019-1 206-283-020-9 206-283-021-7 206-283-022-5 206-283-023-3 206-283-024-1 206-283-025-8 206-283-026-6 206-283-027-4 206-283-028-2 206-283-029-0 206-283-030-8 206-283-031-6 206-283-032-4 206-283-033-2 206-283-044-9 206-283-045-6 206-283-048-0 206-283-049-8 206-283-050-6 206-283-051-4 206-283-052-2 206-283-053-0 206-283-054-8 206-283-055-5 206-283-056-3 206-283-057-1 206-283-059-7 206-283-060-5 206-283-061-3 206-283-062-1 206-283-063-9 206-283-064-7 206-283-065-4 206-283-066-2 206-283-067-0 206-283-068-8 206-283-069-6 206-291-001-9 206-292-001-8 206-292-002-6 206-292-003-4 206-292-004-2 206-292-005-9 206-292-006-7 206-293-001-7 206-293-002-5 $ 11.32 $ 11.32 $ 11.32 $ 11.32 $ 11.32 $ 283.80 $ 481.68 $ 2,929.20 $ 351.50 $ 1,356.56 $ 117.16 $ 153.62 $ 312.44 $ 135.40 $ 927.44 $ 63.02 $ 27.54 $ 27.54 $ 27.54 $ 27.54 $ 28.58 $ 33.18 $ 27.54 $ 26.46 $ 26.46 $ 26.46 $ 26.46 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 26.46 $ 26.46 $ 26.46 $ 27.54 $ 30.12 $ 26.46 $ 26.46 $ 26.46 $ 26.46 $ 26.46 $ 26.46 $ 26.46 $ 26.46 $ 26.46 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 26.46 $ 26.46 $ 27.54 $ 26.46 $ 28.58 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 26.46 $ 26.46 $ 26.46 $ 26.46 $ 26.46 $ 25.40 $ 25.40 $ 26.46 $ 26.46 $ 25.40 $ 25.40 $ 25.40 $ 26.46 $ 27.54 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 26.46 $ 26.46 $ 26.46 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 30.12 $ 30.12 $ 27.54 $ 27.54 $ 26.46 $ 26.46 $ 25.40 $ 25.40 $ 25.40 $ 27.54 $ 28.58 $ 28.58 $ 27.54 $ 25.40 $ 25.40 $ 25.40 $ 26.46 $ 25.40 $ 25.40 $ 26.46 $ 27.54 $ 26.46 $ 26.46 $ 27.54 $ 27.54 $ 26.46 $ 30.12 $ 27.54 $ 27.54 $ 27.54 $ 26.46 $ 33.18 $ 30.12 $ 27.54 $ 28.58 $ 27.54 $ 27.54 $ 28.58 $ 30.12 $ 30.12 DA DA DA DA Drainage Area Benefit Assessment Proposed Fees for Lien Year 2019 06/03/19 Page 3 of 50 1010 1010 1010 1010 206-293-003-3 206-293-004-1 206-293-005-8 206-293-006-6 206-293-007-4 206-293-008-2 206-293-009-0 206-293-010-8 206-293-011-6 206-293-012-4 206-293-013-2 206-293-014-0 206-294-001-6 206-294-002-4 206-294-003-2 206-294-004-0 206-294-005-7 206-294-006-5 206-294-007-3 206-294-008-1 206-294-009-9 206-294-010-7 206-294-011-5 206-294-012-3 206-294-013-1 206-294-014-9 206-294-015-6 206-294-016-4 206-294-017-2 206-294-018-0 206-294-019-8 206-294-020-6 206-294-021-4 206-294-024-8 206-301-001-7 206-301-002-5 206-301-003-3 206-301-004-1 206-301-005-8 206-301-006-6 206-301-007-4 206-301-008-2 206-301-009-0 206-301-010-8 206-302-001-6 206-302-002-4 206-302-003-2 206-302-004-0 206-302-005-7 206-302-006-5 206-302-007-3 206-302-008-1 206-302-009-9 206-302-010-7 206-302-011-5 206-302-012-3 206-303-001-5 206-303-002-3 206-311-001-5 206-311-002-3 206-311-003-1 206-311-004-9 206-311-005-6 206-311-020-5 206-311-022-1 206-311-023-9 206-311-024-7 206-311-025-4 206-311-026-2 206-312-001-4 206-312-002-2 206-312-003-0 206-312-004-8 206-312-005-5 206-341-001-9 206-341-002-7 206-341-003-5 206-341-004-3 206-341-005-0 206-341-006-8 206-341-007-6 206-342-006-7 206-342-007-5 206-342-008-3 206-342-009-1 206-342-010-9 206-342-011-7 206-342-012-5 206-342-013-3 206-342-014-1 206-342-015-8 206-342-016-6 206-342-017-4 206-342-018-2 206-342-019-0 206-342-020-8 206-342-021-6 206-342-022-4 206-342-023-2 206-342-024-0 206-342-025-7 206-342-026-5 206-342-027-3 206-343-001-7 206-343-002-5 206-343-003-3 206-343-004-1 206-343-005-8 206-343-006-6 206-343-007-4 206-343-008-2 206-343-009-0 206-343-010-8 206-343-011-6 206-343-012-4 206-343-013-2 206-343-014-0 206-343-015-7 206-343-016-5 206-343-017-3 206-343-018-1 206-343-019-9 206-343-020-7 206-343-021-5 206-343-022-3 206-343-023-1 206-343-024-9 206-343-025-6 206-343-026-4 206-343-027-2 206-343-028-0 206-343-029-8 206-351-001-6 206-351-002-4 206-351-003-2 206-351-004-0 206-351-005-7 206-351-006-5 206-351-007-3 206-351-008-1 206-351-009-9 206-351-024-8 206-351-025-5 206-351-026-3 206-351-027-1 206-351-028-9 206-351-029-7 206-351-030-5 $ 30.12 $ 33.18 $ 33.18 $ 30.12 $ 38.20 $ 33.18 $ 30.12 $ 28.58 $ 27.54 $ 30.12 $ 28.58 $ 30.12 $ 30.12 $ 30.12 $ 30.12 $ 27.54 $ 30.12 $ 28.58 $ 28.58 $ 30.12 $ 30.12 $ 30.12 $ 30.12 $ 28.58 $ 28.58 $ 28.58 $ 28.58 $ 28.58 $ 27.54 $ 27.54 $ 27.54 $ 28.58 $ 30.12 $ 28.58 $ 28.58 $ 28.58 $ 28.58 $ 27.54 $ 27.54 $ 28.58 $ 27.54 $ 28.58 $ 30.12 $ 30.12 $ 27.54 $ 27.54 $ 27.54 $ 28.58 $ 30.12 $ 30.12 $ 28.58 $ 28.58 $ 27.54 $ 27.54 $ 33.18 $ 28.58 $ 28.58 $ 38.20 $ 33.18 $ 33.18 $ 33.18 $ 45.80 $ 161.44 $ 30.12 $ 30.12 $ 28.58 $ 33.18 $ 38.20 $ 38.20 $ 33.18 $ 38.20 $ 38.20 $ 27.54 $ 27.54 $ 27.54 $ 28.58 $ 28.58 $ 28.58 $ 27.54 $ 27.54 $ 26.46 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 26.46 $ 26.46 $ 26.46 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 26.46 $ 26.46 $ 27.54 $ 26.46 $ 25.40 $ 25.40 $ 26.46 $ 27.54 $ 26.46 $ 26.46 $ 26.46 $ 26.46 $ 26.46 $ 26.46 $ 26.46 $ 26.46 $ 26.46 $ 26.46 $ 26.46 $ 26.46 $ 27.54 $ 26.46 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 26.46 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 26.46 $ 28.58 $ 27.54 $ 27.54 $ 27.54 $ 27.54 $ 27.54 $ 27.54 $ 27.54 $ 28.58 $ 38.20 $ 33.18 $ 30.12 $ 30.12 $ 30.12 $ 30.12 $ 33.18 DA DA DA DA Drainage Area Benefit Assessment Proposed Fees for Lien Year 2019 06/03/19 Page 4 of 50 1010 1010 1010 1010 206-351-031-3 206-351-032-1 206-351-033-9 206-351-034-7 206-351-035-4 206-351-036-2 206-351-037-0 206-352-001-5 206-352-002-3 206-352-003-1 206-352-004-9 206-353-003-0 206-353-004-8 206-353-005-5 206-353-006-3 206-353-007-1 206-353-008-9 206-353-009-7 206-353-010-5 206-353-011-3 206-353-012-1 206-353-013-9 206-353-014-7 206-353-015-4 206-353-016-2 206-353-017-0 206-353-018-8 206-353-019-6 206-353-020-4 206-353-021-2 206-353-022-0 206-353-023-8 206-353-024-6 206-353-025-3 206-353-026-1 206-353-027-9 206-353-028-7 206-353-029-5 206-353-030-3 206-353-031-1 206-353-032-9 206-353-033-7 206-353-034-5 206-353-035-2 206-353-036-0 206-353-037-8 206-353-038-6 206-353-039-4 206-353-040-2 206-353-041-0 206-353-042-8 206-353-043-6 206-353-044-4 206-353-045-1 206-353-046-9 206-353-047-7 206-353-048-5 206-353-049-3 206-353-050-1 206-353-051-9 206-353-052-7 206-353-053-5 206-353-054-3 206-353-055-0 206-353-056-8 206-353-057-6 206-353-058-4 206-353-059-2 206-353-060-0 206-362-032-8 206-362-033-6 206-371-001-2 206-371-002-0 206-371-003-8 206-371-004-6 206-371-011-1 206-371-012-9 206-371-013-7 206-371-014-5 206-371-016-0 206-371-017-8 206-371-018-6 206-371-019-4 206-371-020-2 206-371-021-0 206-371-022-8 206-371-023-6 206-371-024-4 206-380-001-1 206-380-002-9 206-380-003-7 206-380-004-5 206-380-005-2 206-380-006-0 206-380-007-8 206-380-008-6 206-380-009-4 206-380-010-2 206-380-011-0 206-380-012-8 206-380-013-6 206-380-014-4 206-380-015-1 206-380-016-9 206-380-017-7 206-380-018-5 206-380-019-3 206-380-020-1 206-380-021-9 206-380-022-7 206-380-023-5 206-380-024-3 206-380-025-0 206-380-026-8 206-380-027-6 206-380-028-4 206-380-029-2 206-380-030-0 206-380-031-8 206-380-032-6 206-380-033-4 206-380-034-2 206-380-035-9 206-380-036-7 206-380-037-5 206-380-038-3 206-380-039-1 206-380-040-9 206-380-041-7 206-380-042-5 206-380-043-3 206-380-044-1 206-380-045-8 206-380-046-6 206-380-047-4 206-380-048-2 206-380-049-0 206-380-050-8 206-380-051-6 206-380-052-4 206-380-053-2 206-380-054-0 206-380-055-7 206-380-056-5 206-380-057-3 206-380-058-1 206-380-059-9 206-380-060-7 $ 33.18 $ 33.18 $ 33.18 $ 33.18 $ 33.18 $ 33.18 $ 30.12 $ 30.12 $ 27.54 $ 27.54 $ 28.58 $ 30.12 $ 28.58 $ 27.54 $ 27.54 $ 27.54 $ 27.54 $ 27.54 $ 27.54 $ 27.54 $ 27.54 $ 33.18 $ 27.54 $ 27.54 $ 27.54 $ 27.54 $ 28.58 $ 30.12 $ 30.12 $ 30.12 $ 28.58 $ 27.54 $ 27.54 $ 27.54 $ 27.54 $ 27.54 $ 27.54 $ 28.58 $ 28.58 $ 27.54 $ 27.54 $ 27.54 $ 28.58 $ 27.54 $ 27.54 $ 26.46 $ 27.54 $ 28.58 $ 30.12 $ 38.20 $ 38.20 $ 30.12 $ 27.54 $ 27.54 $ 30.12 $ 27.54 $ 27.54 $ 30.12 $ 28.58 $ 27.54 $ 27.54 $ 28.58 $ 27.54 $ 33.18 $ 33.18 $ 30.12 $ 30.12 $ 28.58 $ 30.12 $ 30.12 $ 33.18 $ 28.58 $ 30.12 $ 28.58 $ 28.58 $ 28.58 $ 28.58 $ 30.12 $ 30.12 $ 30.12 $ 30.12 $ 30.12 $ 30.12 $ 30.12 $ 30.12 $ 28.58 $ 28.58 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 DA DA DA DA Drainage Area Benefit Assessment Proposed Fees for Lien Year 2019 06/03/19 Page 5 of 50 1010 1010 1010 1010 206-380-061-5 206-380-062-3 206-380-063-1 206-380-064-9 206-380-065-6 206-380-066-4 206-380-067-2 206-380-068-0 206-380-069-8 206-380-070-6 206-380-072-2 206-380-073-0 206-380-074-8 206-380-075-5 206-380-076-3 206-380-077-1 206-380-078-9 206-380-079-7 206-380-080-5 206-380-081-3 206-380-082-1 206-380-083-9 206-380-084-7 206-380-085-4 206-380-086-2 206-380-087-0 206-380-088-8 206-380-089-6 206-380-090-4 206-380-091-2 206-380-092-0 206-380-093-8 206-380-094-6 206-380-095-3 206-380-096-1 206-380-097-9 206-380-098-7 206-380-099-5 206-380-100-1 206-380-101-9 206-380-102-7 206-380-103-5 206-380-104-3 206-380-105-0 206-380-106-8 206-380-107-6 206-380-108-4 206-380-109-2 206-380-110-0 206-380-111-8 206-380-112-6 206-380-113-4 206-380-114-2 206-380-115-9 206-380-116-7 206-380-117-5 206-380-118-3 206-380-119-1 206-380-120-9 206-380-121-7 206-380-122-5 206-380-123-3 206-380-124-1 206-380-125-8 206-380-126-6 206-380-127-4 206-380-128-2 206-380-129-0 206-380-130-8 206-380-131-6 206-380-132-4 206-380-133-2 206-380-134-0 206-380-135-7 206-380-136-5 206-380-137-3 206-380-138-1 206-380-139-9 206-380-140-7 206-380-141-5 206-380-142-3 206-380-143-1 206-380-144-9 206-380-145-6 206-380-146-4 206-380-147-2 206-380-148-0 206-380-149-8 206-380-150-6 206-380-151-4 206-380-152-2 206-380-153-0 206-380-154-8 206-380-155-5 206-380-156-3 206-380-157-1 206-380-158-9 206-380-160-5 206-380-166-2 206-380-170-4 206-390-001-9 206-390-002-7 206-390-003-5 206-390-004-3 206-390-005-0 206-390-006-8 206-390-007-6 206-390-008-4 206-390-009-2 206-390-010-0 206-390-011-8 206-390-012-6 206-390-013-4 206-390-014-2 206-390-015-9 206-390-016-7 206-390-017-5 206-390-018-3 206-390-019-1 206-390-020-9 206-390-021-7 206-390-022-5 206-390-023-3 206-390-024-1 206-390-025-8 206-390-026-6 206-390-027-4 206-390-028-2 206-390-029-0 206-390-030-8 206-401-001-6 206-401-002-4 206-401-003-2 206-402-001-5 206-402-002-3 206-402-003-1 206-402-004-9 206-402-005-6 206-402-006-4 206-402-007-2 206-402-008-0 206-402-009-8 206-402-010-6 206-402-011-4 206-402-012-2 206-402-013-0 206-403-001-4 206-403-002-2 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 17.28 $ 30.12 $ 28.58 $ 28.58 $ 27.54 $ 27.54 $ 27.54 $ 27.54 $ 27.54 $ 27.54 $ 30.12 $ 28.58 $ 30.12 $ 30.12 $ 30.12 $ 30.12 $ 30.12 $ 33.18 $ 30.12 $ 33.18 $ 38.20 $ 33.18 $ 27.54 $ 30.12 $ 28.58 $ 28.58 $ 28.58 $ 28.58 $ 28.58 $ 27.54 $ 28.58 $ 28.58 $ 28.58 $ 30.12 $ 33.18 $ 38.20 $ 33.18 $ 33.18 $ 30.12 $ 30.12 $ 28.58 $ 28.58 $ 28.58 $ 28.58 $ 33.18 $ 38.20 $ 38.20 $ 45.80 $ 38.20 DA DA DA DA Drainage Area Benefit Assessment Proposed Fees for Lien Year 2019 06/03/19 Page 6 of 50 1010 1010 1010 1010 206-403-003-0 206-403-004-8 206-403-005-5 206-403-007-1 206-403-008-9 206-403-009-7 206-403-010-5 206-403-011-3 206-404-001-3 206-404-002-1 206-404-003-9 206-404-004-7 206-404-005-4 206-404-006-2 206-404-007-0 206-404-008-8 206-404-009-6 206-404-010-4 206-404-011-2 206-404-012-0 206-404-013-8 206-404-014-6 206-404-015-3 206-404-016-1 206-404-017-9 206-404-018-7 206-404-019-5 206-404-020-3 206-404-021-1 206-404-022-9 206-404-023-7 206-404-024-5 206-404-025-2 206-404-026-0 206-404-027-8 206-404-028-6 206-404-029-4 206-404-030-2 206-404-031-0 206-404-032-8 206-404-033-6 206-404-034-4 206-404-035-1 206-404-036-9 206-404-037-7 206-404-038-5 206-404-039-3 206-404-040-1 206-404-041-9 206-404-042-7 206-404-043-5 206-404-044-3 206-404-045-0 206-404-046-8 206-404-047-6 206-410-001-5 206-410-002-3 206-410-003-1 206-410-004-9 206-410-005-6 206-410-006-4 206-410-007-2 206-410-008-0 206-410-009-8 206-410-010-6 206-410-011-4 206-410-012-2 206-410-013-0 206-410-014-8 206-410-015-5 206-410-016-3 206-410-017-1 206-410-018-9 206-410-019-7 206-410-020-5 206-410-021-3 206-410-022-1 206-410-023-9 206-410-024-7 206-410-025-4 206-410-026-2 206-410-027-0 206-410-028-8 206-410-029-6 206-410-030-4 206-410-031-2 206-410-032-0 206-410-033-8 206-410-034-6 206-410-035-3 206-410-036-1 206-410-037-9 206-410-038-7 206-410-039-5 206-410-040-3 206-410-041-1 206-410-042-9 206-410-043-7 206-410-044-5 206-410-045-2 206-410-046-0 206-410-047-8 206-410-048-6 206-410-049-4 206-410-050-2 206-410-051-0 206-410-052-8 206-410-053-6 206-410-054-4 206-410-055-1 206-410-056-9 206-410-057-7 206-410-058-5 206-410-059-3 206-410-060-1 206-410-061-9 206-410-062-7 206-410-063-5 206-410-064-3 206-410-065-0 206-410-066-8 206-410-067-6 206-410-068-4 206-410-069-2 206-410-070-0 206-410-071-8 206-410-072-6 206-410-073-4 206-410-074-2 206-420-001-3 206-420-002-1 206-420-003-9 206-420-004-7 206-420-005-4 206-420-006-2 206-420-007-0 206-420-008-8 206-420-009-6 206-420-010-4 206-420-011-2 206-420-012-0 206-420-013-8 206-420-014-6 206-420-015-3 206-420-016-1 206-420-017-9 206-420-018-7 206-420-019-5 $ 45.80 $ 45.80 $ 38.20 $ 38.20 $ 33.18 $ 33.18 $ 33.18 $ 30.12 $ 33.18 $ 33.18 $ 33.18 $ 33.18 $ 33.18 $ 30.12 $ 30.12 $ 33.18 $ 28.58 $ 27.54 $ 27.54 $ 27.54 $ 27.54 $ 27.54 $ 30.12 $ 30.12 $ 28.58 $ 28.58 $ 28.58 $ 28.58 $ 30.12 $ 33.18 $ 33.18 $ 30.12 $ 33.18 $ 30.12 $ 30.12 $ 33.18 $ 33.18 $ 30.12 $ 38.20 $ 28.58 $ 27.54 $ 27.54 $ 27.54 $ 28.58 $ 27.54 $ 30.12 $ 28.58 $ 28.58 $ 28.58 $ 30.12 $ 30.12 $ 28.58 $ 27.54 $ 27.54 $ 30.12 $ 26.46 $ 26.46 $ 26.46 $ 26.46 $ 25.40 $ 25.40 $ 26.46 $ 26.46 $ 26.46 $ 26.46 $ 26.46 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 27.54 $ 28.58 $ 30.12 $ 30.12 $ 30.12 $ 30.12 $ 30.12 $ 25.40 $ 33.18 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 27.54 $ 26.46 $ 26.46 $ 26.46 $ 26.46 $ 26.46 $ 26.46 $ 26.46 $ 26.46 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 26.46 $ 26.46 $ 30.12 $ 26.46 $ 26.46 $ 26.46 $ 27.54 $ 27.54 $ 27.54 $ 25.40 $ 27.54 $ 27.54 $ 27.54 $ 27.54 $ 26.46 $ 26.46 $ 30.12 $ 26.46 $ 26.46 $ 26.46 $ 26.46 $ 25.40 $ 25.40 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 DA DA DA DA Drainage Area Benefit Assessment Proposed Fees for Lien Year 2019 06/03/19 Page 7 of 50 1010 1010 1010 1010 206-420-020-3 206-420-021-1 206-420-022-9 206-420-023-7 206-420-024-5 206-420-025-2 206-420-026-0 206-420-027-8 206-420-028-6 206-420-029-4 206-420-030-2 206-420-031-0 206-420-032-8 206-420-033-6 206-420-034-4 206-420-035-1 206-420-036-9 206-420-037-7 206-420-038-5 206-420-039-3 206-420-040-1 206-420-041-9 206-420-042-7 206-420-043-5 206-420-044-3 206-420-045-0 206-420-046-8 206-420-047-6 206-420-048-4 206-420-049-2 206-420-050-0 206-420-051-8 206-420-052-6 206-420-053-4 206-420-054-2 206-420-055-9 206-420-056-7 206-420-057-5 206-420-058-3 206-420-059-1 206-420-060-9 206-420-061-7 206-420-062-5 206-420-063-3 206-420-064-1 206-420-065-8 206-420-066-6 206-420-067-4 206-420-068-2 206-420-069-0 206-420-070-8 206-420-071-6 206-420-072-4 206-420-073-2 206-420-074-0 206-420-075-7 206-420-076-5 206-420-077-3 206-420-078-1 206-420-079-9 206-420-080-7 206-420-081-5 206-420-082-3 206-420-083-1 206-420-084-9 206-420-085-6 206-420-086-4 206-420-087-2 206-420-088-0 206-420-089-8 206-420-090-6 206-420-091-4 206-420-092-2 206-420-093-0 206-420-094-8 206-420-095-5 206-420-096-3 206-420-097-1 206-420-098-9 206-420-099-7 206-420-100-3 206-420-101-1 206-420-102-9 206-420-103-7 206-420-104-5 206-420-105-2 206-420-106-0 206-420-107-8 206-420-108-6 206-420-109-4 206-420-110-2 206-420-111-0 206-420-112-8 206-420-113-6 206-420-114-4 206-420-115-1 206-420-116-9 206-420-117-7 206-420-118-5 206-420-119-3 206-420-120-1 206-420-121-9 206-420-122-7 206-420-123-5 206-420-124-3 206-420-125-0 206-420-126-8 206-420-127-6 206-420-128-4 206-420-129-2 206-420-130-0 206-420-131-8 206-420-132-6 206-420-133-4 206-420-134-2 206-420-135-9 206-420-136-7 206-420-137-5 206-420-138-3 206-420-139-1 206-420-140-9 206-420-141-7 206-420-142-5 206-420-143-3 206-420-144-1 206-420-145-8 206-420-146-6 206-420-147-4 206-420-148-2 206-420-149-0 206-420-150-8 206-420-151-6 206-420-152-4 206-420-153-2 206-420-154-0 206-420-155-7 206-420-156-5 206-420-157-3 206-420-158-1 206-420-159-9 206-420-160-7 206-420-161-5 206-420-162-3 206-420-163-1 206-420-164-9 206-420-165-6 206-420-166-4 206-420-167-2 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 DA DA DA DA Drainage Area Benefit Assessment Proposed Fees for Lien Year 2019 06/03/19 Page 8 of 50 1010 1010 1010 1010 206-420-168-0 206-420-169-8 206-420-170-6 206-420-171-4 206-420-172-2 206-420-173-0 206-420-174-8 206-420-175-5 206-420-176-3 206-420-177-1 206-420-178-9 206-420-179-7 206-420-180-5 206-420-181-3 206-420-182-1 206-420-183-9 206-420-184-7 206-420-185-4 206-420-186-2 206-420-187-0 206-420-188-8 206-420-189-6 206-420-190-4 206-420-191-2 206-420-192-0 206-420-193-8 206-420-194-6 206-420-195-3 206-420-196-1 206-420-198-7 206-420-200-1 206-420-201-9 206-420-202-7 217-060-020-5 217-060-030-4 217-060-041-1 217-371-001-9 217-371-002-7 217-371-003-5 217-371-004-3 217-371-005-0 217-371-006-8 217-371-007-6 217-371-008-4 217-371-009-2 217-371-010-0 217-371-011-8 217-371-012-6 217-371-013-4 217-371-014-2 217-371-015-9 217-371-016-7 217-371-017-5 217-371-018-3 217-371-019-1 217-371-020-9 217-371-021-7 217-371-022-5 217-371-023-3 217-371-024-1 217-371-025-8 217-371-026-6 217-371-027-4 217-371-028-2 217-372-001-8 217-372-002-6 217-372-003-4 217-372-004-2 217-372-005-9 217-372-006-7 217-372-007-5 217-372-008-3 217-372-009-1 217-372-010-9 217-373-001-7 217-373-002-5 217-373-003-3 217-373-004-1 217-373-005-8 217-373-006-6 217-373-007-4 217-373-008-2 217-373-009-0 217-373-010-8 217-373-011-6 217-373-012-4 217-373-013-2 217-381-001-7 217-381-002-5 217-381-003-3 217-381-004-1 217-381-005-8 217-381-006-6 217-381-007-4 217-381-008-2 217-381-009-0 217-381-010-8 217-381-011-6 217-381-012-4 217-382-001-6 217-382-002-4 217-382-003-2 217-382-004-0 217-382-005-7 217-382-006-5 217-382-007-3 217-382-008-1 217-382-009-9 217-382-010-7 217-382-011-5 217-382-012-3 217-382-013-1 217-383-001-5 217-383-002-3 217-383-003-1 217-383-004-9 217-383-005-6 217-383-006-4 217-383-007-2 217-383-008-0 217-383-009-8 217-383-010-6 217-383-011-4 217-383-012-2 217-390-001-6 217-390-002-4 217-390-003-2 217-390-004-0 217-390-005-7 217-390-006-5 217-390-007-3 217-390-008-1 217-390-009-9 217-390-010-7 217-390-011-5 217-390-012-3 217-390-013-1 217-390-014-9 217-390-015-6 217-390-016-4 217-390-017-2 217-390-018-0 217-390-019-8 217-390-020-6 217-390-021-4 217-390-022-2 217-390-023-0 217-390-024-8 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 5.80 $ 270.80 $ 257.76 $ 27.54 $ 25.40 $ 26.46 $ 26.46 $ 27.54 $ 27.54 $ 27.54 $ 26.46 $ 26.46 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 26.46 $ 25.40 $ 26.46 $ 25.40 $ 25.40 $ 26.46 $ 26.46 $ 26.46 $ 26.46 $ 26.46 $ 26.46 $ 26.46 $ 26.46 $ 30.12 $ 30.12 $ 28.58 $ 28.58 $ 28.58 $ 28.58 $ 27.54 $ 26.46 $ 27.54 $ 26.46 $ 30.12 $ 30.12 $ 26.46 $ 26.46 $ 26.46 $ 27.54 $ 27.54 $ 27.54 $ 28.58 $ 27.54 $ 28.58 $ 26.46 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 26.46 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 26.46 $ 30.12 $ 28.58 $ 27.54 $ 27.54 $ 27.54 $ 27.54 $ 27.54 $ 26.46 $ 28.58 $ 28.58 $ 27.54 $ 27.54 $ 27.54 $ 28.58 $ 30.12 $ 30.12 $ 30.12 $ 27.54 $ 27.54 $ 27.54 $ 27.54 $ 28.58 $ 27.54 $ 33.18 $ 30.12 $ 28.58 $ 28.58 $ 28.58 $ 27.54 $ 27.54 $ 28.58 $ 28.58 $ 30.12 $ 30.12 $ 28.58 $ 28.58 $ 28.58 $ 28.58 $ 27.54 $ 28.58 $ 28.58 DA DA DA DA Drainage Area Benefit Assessment Proposed Fees for Lien Year 2019 06/03/19 Page 9 of 50 1010 1010 1010 1010 217-390-025-5 217-390-026-3 217-390-027-1 217-390-028-9 217-390-029-7 217-390-030-5 217-390-031-3 217-390-032-1 217-390-033-9 217-390-034-7 217-390-035-4 217-390-036-2 217-390-037-0 217-390-038-8 217-390-039-6 217-401-001-3 217-401-002-1 217-401-003-9 217-401-004-7 217-401-005-4 217-401-006-2 217-401-007-0 217-401-008-8 217-401-009-6 217-401-010-4 217-401-011-2 217-401-012-0 217-401-013-8 217-401-014-6 217-401-015-3 217-401-016-1 217-401-017-9 217-401-018-7 217-401-019-5 217-401-020-3 217-401-021-1 217-401-022-9 217-401-023-7 217-401-024-5 217-401-025-2 217-401-026-0 217-401-027-8 217-401-028-6 217-401-029-4 217-401-030-2 217-401-031-0 217-401-032-8 217-401-033-6 217-401-034-4 217-401-035-1 217-401-036-9 217-401-037-7 217-401-038-5 217-401-039-3 217-401-040-1 217-401-041-9 217-401-042-7 217-401-043-5 217-401-044-3 217-401-045-0 217-401-046-8 217-401-047-6 217-402-006-1 217-402-007-9 217-402-008-7 217-402-009-5 217-410-001-2 217-410-002-0 217-410-003-8 217-410-004-6 217-410-005-3 217-410-006-1 217-410-007-9 217-410-008-7 217-410-009-5 217-410-010-3 217-410-011-1 217-410-012-9 217-410-013-7 217-410-014-5 217-410-015-2 217-410-016-0 217-410-017-8 217-410-018-6 217-410-019-4 217-410-020-2 217-410-021-0 217-410-022-8 217-410-023-6 217-410-024-4 217-410-025-1 217-410-026-9 217-410-027-7 217-410-028-5 217-410-029-3 217-410-030-1 217-410-031-9 217-410-032-7 217-410-033-5 217-410-034-3 217-410-035-0 217-410-036-8 217-410-037-6 217-410-038-4 217-410-039-2 217-410-040-0 217-410-041-8 217-410-042-6 217-410-043-4 217-410-044-2 217-410-045-9 217-410-046-7 217-410-047-5 217-410-048-3 217-410-049-1 217-410-050-9 217-410-051-7 217-410-052-5 217-410-053-3 217-410-054-1 217-410-055-8 217-410-056-6 217-410-057-4 217-410-058-2 217-410-059-0 217-410-060-8 217-410-061-6 217-410-062-4 217-410-063-2 217-410-064-0 217-410-065-7 217-410-066-5 217-410-067-3 217-410-068-1 217-410-069-9 217-410-070-7 217-410-071-5 217-410-072-3 217-410-073-1 217-410-074-9 217-410-075-6 217-410-076-4 217-410-077-2 217-410-078-0 217-410-088-9 217-410-089-7 217-410-090-5 217-410-091-3 $ 28.58 $ 30.12 $ 28.58 $ 30.12 $ 28.58 $ 28.58 $ 28.58 $ 27.54 $ 27.54 $ 28.58 $ 27.54 $ 28.58 $ 27.54 $ 28.58 $ 28.58 $ 30.12 $ 30.12 $ 30.12 $ 30.12 $ 30.12 $ 30.12 $ 28.58 $ 27.54 $ 27.54 $ 27.54 $ 27.54 $ 27.54 $ 28.58 $ 30.12 $ 28.58 $ 27.54 $ 28.58 $ 28.58 $ 28.58 $ 28.58 $ 28.58 $ 28.58 $ 28.58 $ 28.58 $ 28.58 $ 28.58 $ 28.58 $ 28.58 $ 27.54 $ 27.54 $ 27.54 $ 27.54 $ 28.58 $ 28.58 $ 28.58 $ 28.58 $ 30.12 $ 28.58 $ 33.18 $ 38.20 $ 30.12 $ 30.12 $ 33.18 $ 38.20 $ 33.18 $ 30.12 $ 30.12 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 26.46 $ 28.58 $ 27.54 $ 25.40 $ 25.40 $ 25.40 $ 28.58 $ 28.58 $ 25.40 $ 25.40 $ 25.40 $ 30.12 $ 27.54 $ 27.54 $ 28.58 $ 27.54 $ 27.54 $ 27.54 $ 28.58 $ 28.58 $ 30.12 $ 26.46 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 33.18 $ 25.40 $ 27.54 $ 33.18 $ 27.54 $ 27.54 $ 30.12 $ 27.54 $ 27.54 $ 27.54 $ 26.46 $ 26.46 $ 26.46 $ 26.46 $ 27.54 $ 28.58 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 DA DA DA DA Drainage Area Benefit Assessment Proposed Fees for Lien Year 2019 06/03/19 Page 10 of 50 1010 1010 1010 1010 217-420-001-0 217-420-002-8 217-420-003-6 217-420-004-4 217-420-005-1 217-420-006-9 217-420-007-7 217-420-008-5 217-420-009-3 217-420-010-1 217-420-011-9 217-420-012-7 217-420-013-5 217-420-014-3 217-420-015-0 217-420-016-8 217-420-017-6 217-420-018-4 217-420-019-2 217-420-020-0 217-420-021-8 217-420-022-6 217-420-023-4 217-420-024-2 217-420-025-9 217-420-026-7 217-420-027-5 217-420-028-3 217-420-029-1 217-420-030-9 217-420-031-7 217-420-032-5 217-420-033-3 217-420-034-1 217-420-035-8 217-420-036-6 217-420-037-4 217-420-038-2 217-420-039-0 217-420-040-8 217-420-041-6 217-420-042-4 217-420-043-2 217-420-044-0 217-420-045-7 217-420-046-5 217-420-047-3 217-420-048-1 217-420-049-9 217-420-050-7 217-420-051-5 217-420-052-3 217-420-053-1 217-420-054-9 217-420-055-6 217-420-056-4 217-420-057-2 217-420-058-0 217-420-059-8 217-420-060-6 217-420-061-4 217-420-062-2 217-420-063-0 217-420-064-8 217-420-065-5 217-420-066-3 217-420-067-1 217-420-068-9 217-420-069-7 217-420-070-5 217-420-071-3 217-420-072-1 217-420-073-9 217-420-074-7 217-420-075-4 217-420-076-2 217-420-080-4 217-420-082-0 217-420-083-8 217-420-084-6 217-420-085-3 217-430-001-8 217-430-002-6 217-430-003-4 217-430-004-2 217-430-005-9 217-430-006-7 217-430-007-5 217-430-008-3 217-430-009-1 217-430-010-9 217-430-011-7 217-430-012-5 217-430-013-3 217-430-014-1 217-430-015-8 217-430-016-6 217-430-017-4 217-430-018-2 217-430-019-0 217-430-020-8 217-430-021-6 217-430-022-4 217-430-023-2 217-430-024-0 217-430-025-7 217-430-026-5 217-430-027-3 217-430-028-1 217-430-029-9 217-430-030-7 217-430-031-5 217-430-032-3 217-430-033-1 217-430-034-9 217-430-035-6 217-430-036-4 217-430-037-2 217-430-038-0 217-430-039-8 217-430-040-6 217-430-041-4 217-430-042-2 217-430-043-0 217-430-044-8 217-430-045-5 217-430-046-3 217-430-047-1 217-430-048-9 217-430-049-7 217-430-050-5 217-430-051-3 217-430-052-1 217-430-053-9 217-430-054-7 217-430-055-4 217-430-056-2 217-430-059-6 217-430-060-4 217-430-061-2 217-430-062-0 217-430-063-8 217-430-064-6 217-430-065-3 217-430-066-1 217-430-067-9 217-430-068-7 217-430-069-5 $ 30.12 $ 30.12 $ 30.12 $ 30.12 $ 30.12 $ 28.58 $ 33.18 $ 30.12 $ 30.12 $ 28.58 $ 28.58 $ 28.58 $ 28.58 $ 33.18 $ 33.18 $ 30.12 $ 30.12 $ 30.12 $ 28.58 $ 30.12 $ 30.12 $ 28.58 $ 27.54 $ 27.54 $ 27.54 $ 27.54 $ 27.54 $ 27.54 $ 30.12 $ 38.20 $ 33.18 $ 33.18 $ 30.12 $ 30.12 $ 30.12 $ 38.20 $ 30.12 $ 30.12 $ 30.12 $ 30.12 $ 30.12 $ 28.58 $ 27.54 $ 27.54 $ 27.54 $ 28.58 $ 28.58 $ 28.58 $ 28.58 $ 30.12 $ 25.40 $ 28.58 $ 28.58 $ 28.58 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 30.12 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 30.12 $ 25.40 $ 25.40 $ 30.12 $ 30.12 $ 30.12 $ 30.12 $ 30.12 $ 38.20 $ 33.18 $ 33.18 $ 33.18 $ 5.84 $ 5.84 $ 5.84 $ 5.84 $ 5.84 $ 5.84 $ 5.84 $ 5.84 $ 5.84 $ 5.84 $ 5.88 $ 5.88 $ 5.88 $ 5.88 $ 5.88 $ 5.88 $ 5.88 $ 5.88 $ 5.88 $ 5.88 $ 5.88 $ 5.88 $ 5.88 $ 12.98 $ 12.98 $ 12.98 $ 12.98 $ 12.98 $ 12.98 $ 12.98 $ 12.98 $ 12.98 $ 12.98 $ 12.98 $ 12.98 $ 12.98 $ 12.98 $ 12.98 $ 12.98 $ 12.98 $ 12.98 $ 12.98 $ 12.98 $ 12.98 $ 12.98 $ 12.98 $ 5.84 $ 5.84 $ 5.84 $ 5.84 $ 5.84 $ 5.84 $ 5.84 $ 5.84 $ 5.84 $ 5.84 $ 5.84 $ 5.84 $ 5.84 $ 5.84 $ 5.84 $ 5.84 $ 5.84 $ 5.84 $ 5.84 $ 5.84 $ 5.84 DA DA DA DA Drainage Area Benefit Assessment Proposed Fees for Lien Year 2019 06/03/19 Page 11 of 50 1010 1010 1010 1010 217-430-070-3 217-430-071-1 217-430-072-9 217-430-073-7 217-430-074-5 217-430-075-2 217-430-076-0 217-430-077-8 217-430-078-6 217-430-079-4 217-430-080-2 217-430-081-0 217-430-082-8 217-430-083-6 217-430-084-4 217-430-085-1 217-430-086-9 217-430-087-7 217-430-088-5 217-430-093-5 217-430-094-3 217-430-095-0 217-430-096-8 217-430-097-6 217-430-099-2 217-430-100-8 217-430-103-2 217-430-104-0 217-430-105-7 217-430-106-5 217-430-107-3 217-430-108-1 217-430-109-9 217-430-110-7 217-430-111-5 217-430-112-3 217-430-113-1 217-430-114-9 217-430-115-6 217-450-001-3 217-450-002-1 217-450-003-9 217-450-004-7 217-450-005-4 217-450-006-2 217-450-007-0 217-450-008-8 217-450-009-6 217-450-010-4 217-450-011-2 217-450-012-0 217-450-013-8 217-450-014-6 217-450-015-3 217-450-016-1 217-450-017-9 217-450-018-7 217-450-019-5 217-450-020-3 217-450-021-1 217-450-022-9 217-450-023-7 217-450-024-5 217-450-025-2 217-450-026-0 217-450-027-8 217-450-028-6 217-450-029-4 217-450-030-2 217-450-031-0 217-450-032-8 217-450-033-6 217-450-034-4 217-450-035-1 217-450-036-9 217-450-037-7 217-450-038-5 217-450-039-3 217-450-040-1 217-450-041-9 217-450-042-7 217-450-043-5 217-450-044-3 217-450-045-0 217-450-046-8 217-450-047-6 217-450-048-4 217-450-049-2 217-450-050-0 217-450-051-8 217-450-052-6 217-450-053-4 217-450-054-2 217-450-055-9 217-450-056-7 217-450-057-5 217-450-058-3 217-450-059-1 217-450-060-9 217-450-061-7 217-450-062-5 217-450-063-3 217-450-064-1 217-450-065-8 217-450-066-6 217-450-067-4 217-450-068-2 217-450-069-0 217-450-070-8 217-450-071-6 217-450-072-4 217-450-073-2 217-450-074-0 217-450-075-7 217-450-076-5 217-450-077-3 217-450-079-9 217-450-080-7 217-460-001-1 217-460-002-9 217-460-003-7 217-460-004-5 217-460-005-2 217-460-006-0 217-460-007-8 217-460-008-6 217-460-009-4 217-460-010-2 217-460-011-0 217-460-012-8 217-460-013-6 217-460-014-4 217-460-015-1 217-460-016-9 217-460-017-7 217-460-018-5 217-460-019-3 217-460-020-1 217-460-021-9 217-460-022-7 217-460-023-5 217-460-024-3 217-460-025-0 217-460-026-8 217-460-027-6 217-460-028-4 217-460-029-2 217-460-030-0 $ 5.84 $ 5.84 $ 5.84 $ 5.74 $ 5.74 $ 5.74 $ 5.74 $ 5.74 $ 5.74 $ 5.74 $ 5.74 $ 5.74 $ 5.74 $ 5.74 $ 5.74 $ 5.74 $ 5.74 $ 5.74 $ 5.74 $ 12.98 $ 12.98 $ 12.98 $ 12.98 $ 12.98 $ 12.98 $ 12.98 $ 12.98 $ 5.84 $ 5.84 $ 12.98 $ 12.98 $ 12.98 $ 12.98 $ 4.92 $ 4.92 $ 4.92 $ 4.92 $ 4.92 $ 4.92 $ 4.92 $ 4.92 $ 4.92 $ 4.92 $ 4.92 $ 4.92 $ 4.82 $ 4.82 $ 4.82 $ 4.82 $ 4.82 $ 4.82 $ 4.82 $ 4.82 $ 4.82 $ 4.82 $ 4.82 $ 4.82 $ 4.82 $ 4.92 $ 4.92 $ 4.92 $ 4.92 $ 4.82 $ 4.82 $ 4.82 $ 4.82 $ 4.82 $ 4.82 $ 4.82 $ 4.82 $ 4.92 $ 4.92 $ 4.92 $ 4.92 $ 4.92 $ 4.92 $ 4.92 $ 4.92 $ 4.92 $ 4.92 $ 4.92 $ 4.92 $ 4.92 $ 4.92 $ 4.92 $ 4.92 $ 4.92 $ 11.32 $ 11.32 $ 11.32 $ 11.32 $ 11.32 $ 11.32 $ 11.32 $ 11.32 $ 11.32 $ 11.32 $ 11.32 $ 11.32 $ 11.32 $ 11.32 $ 11.32 $ 11.32 $ 4.82 $ 4.82 $ 4.82 $ 4.82 $ 4.82 $ 4.82 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 DA DA DA DA Drainage Area Benefit Assessment Proposed Fees for Lien Year 2019 06/03/19 Page 12 of 50 1010 1010 1010 1010 217-460-031-8 217-460-032-6 217-460-033-4 217-460-034-2 217-460-035-9 217-460-036-7 217-460-037-5 217-460-038-3 217-460-039-1 217-460-040-9 217-460-041-7 217-460-042-5 217-460-043-3 217-460-044-1 217-460-045-8 217-460-046-6 217-460-047-4 217-460-048-2 217-460-049-0 217-460-050-8 217-460-051-6 217-460-052-4 217-460-053-2 217-460-054-0 217-460-055-7 217-460-056-5 217-460-057-3 217-460-058-1 217-460-059-9 217-460-060-7 217-460-061-5 217-460-062-3 217-460-063-1 217-460-064-9 217-460-065-6 217-460-066-4 217-460-067-2 217-460-068-0 217-460-069-8 217-460-070-6 217-460-071-4 217-460-072-2 217-460-073-0 217-460-074-8 217-460-075-5 217-460-076-3 217-460-077-1 217-460-078-9 217-460-079-7 217-460-080-5 217-460-081-3 217-460-082-1 217-460-083-9 217-460-084-7 217-460-085-4 217-460-086-2 217-460-087-0 217-470-002-7 217-470-003-5 217-470-004-3 217-470-005-0 217-470-006-8 217-470-007-6 217-470-008-4 217-470-009-2 217-470-010-0 217-470-011-8 217-470-012-6 217-470-013-4 217-470-014-2 217-470-015-9 217-470-016-7 217-470-017-5 217-470-018-3 217-470-019-1 217-470-020-9 217-470-022-5 217-470-023-3 217-470-024-1 217-470-025-8 217-470-026-6 217-470-027-4 217-470-028-2 217-470-029-0 217-470-030-8 217-470-033-2 217-470-034-0 217-470-035-7 217-470-036-5 217-470-043-1 217-470-044-9 217-470-045-6 217-470-046-4 217-470-047-2 217-470-048-0 217-470-049-8 217-470-050-6 217-470-051-4 217-470-052-2 217-470-053-0 217-470-054-8 217-470-055-5 217-470-056-3 217-470-057-1 217-470-058-9 217-470-059-7 217-470-060-5 217-470-061-3 217-470-062-1 217-470-063-9 217-470-064-7 217-470-065-4 217-470-066-2 217-470-067-0 217-470-068-8 217-470-069-6 217-470-070-4 217-470-071-2 217-470-072-0 217-470-073-8 217-470-074-6 217-470-075-3 217-470-076-1 217-470-077-9 217-470-078-7 217-470-079-5 217-470-080-3 217-470-081-1 217-470-082-9 217-470-083-7 217-470-087-8 217-470-088-6 217-470-089-4 217-470-090-2 217-470-091-0 217-470-092-8 217-470-093-6 217-470-094-4 217-470-095-1 217-470-096-9 217-470-097-7 217-470-098-5 217-470-099-3 217-470-100-9 217-470-101-7 217-470-105-8 217-470-106-6 217-470-107-4 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 28.58 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 10.20 $ 10.20 $ 10.20 $ 10.20 $ 10.20 $ 10.20 $ 10.20 $ 10.20 $ 10.20 $ 10.20 $ 10.20 $ 10.20 $ 10.20 $ 10.20 $ 10.20 $ 10.20 $ 10.20 $ 10.20 $ 10.20 $ 10.20 $ 10.20 $ 10.20 $ 10.20 $ 10.20 $ 10.20 $ 10.20 $ 10.20 $ 10.20 $ 10.20 $ 10.20 $ 10.20 $ 10.20 $ 10.20 $ 10.20 $ 10.20 $ 10.20 $ 10.20 $ 10.20 $ 10.20 $ 10.20 $ 10.20 $ 10.20 $ 10.20 $ 10.20 $ 10.20 $ 10.20 $ 10.20 $ 10.20 $ 10.20 $ 10.20 $ 10.20 $ 10.20 $ 10.20 $ 10.20 $ 10.20 $ 10.20 $ 10.20 $ 10.20 $ 10.20 $ 10.20 $ 10.20 $ 10.20 $ 10.20 $ 10.20 $ 10.20 $ 10.20 $ 10.20 $ 10.20 $ 10.20 $ 10.20 $ 10.20 $ 10.20 $ 10.20 $ 10.20 $ 10.20 $ 10.20 $ 10.20 $ 10.20 $ 10.20 $ 10.20 $ 10.20 $ 10.20 $ 10.20 $ 10.20 $ 10.20 $ 10.20 $ 10.20 $ 10.20 $ 17.28 $ 17.28 $ 17.28 DA DA DA DA Drainage Area Benefit Assessment Proposed Fees for Lien Year 2019 06/03/19 Page 13 of 50 1010 1010 1010 1010 217-470-108-2 217-470-109-0 217-470-112-4 217-470-114-0 217-470-115-7 217-470-116-5 217-470-117-3 217-470-118-1 217-470-119-9 217-470-120-7 217-470-121-5 217-470-124-9 217-470-125-6 217-470-126-4 217-470-128-0 217-470-129-8 217-470-130-6 217-470-132-2 217-470-133-0 217-470-134-8 217-470-135-5 217-470-136-3 217-470-137-1 220-060-019-1 220-060-020-9 220-060-022-5 220-060-039-9 220-060-042-3 220-070-012-4 220-070-014-0 220-401-013-2 220-401-014-0 220-401-015-7 220-401-016-5 220-401-017-3 220-401-018-1 220-401-019-9 220-401-020-7 220-401-021-5 220-401-022-3 220-401-023-1 220-401-024-9 220-401-025-6 220-440-010-1 220-440-011-9 220-440-012-7 220-440-013-5 220-440-014-3 220-440-015-0 220-440-016-8 220-440-017-6 220-440-018-4 220-440-019-2 220-440-020-0 220-440-023-4 220-440-024-2 220-440-025-9 220-440-026-7 220-440-027-5 220-440-030-9 220-440-031-7 220-440-032-5 220-440-033-3 220-440-034-1 220-440-035-8 220-440-036-6 220-440-038-2 220-440-039-0 220-440-040-8 220-440-041-6 220-450-010-8 220-450-011-6 220-450-012-4 220-450-013-2 220-450-014-0 220-450-015-7 220-450-016-5 220-450-017-3 220-450-018-1 220-450-019-9 220-450-020-7 220-450-021-5 220-450-022-3 220-450-023-1 220-450-024-9 220-450-025-6 220-450-026-4 220-450-027-2 220-450-028-0 220-450-029-8 220-450-030-6 220-450-031-4 220-450-032-2 220-450-033-0 220-450-034-8 220-450-035-5 220-450-036-3 220-450-037-1 220-450-038-9 220-450-039-7 220-450-040-5 220-450-041-3 220-450-042-1 220-450-043-9 220-450-044-7 220-450-045-4 220-450-046-2 220-450-047-0 220-450-048-8 220-450-049-6 220-450-050-4 220-450-051-2 220-460-028-8 220-460-029-6 220-460-030-4 220-460-031-2 220-460-032-0 220-460-033-8 220-460-034-6 220-460-035-3 220-460-036-1 220-460-037-9 220-460-038-7 220-460-039-5 220-460-040-3 220-460-041-1 220-460-042-9 220-460-043-7 220-460-044-5 220-460-045-2 220-460-046-0 220-460-047-8 220-460-048-6 220-460-049-4 220-460-050-2 220-460-051-0 220-460-052-8 220-460-053-6 220-460-054-4 220-460-055-1 220-460-056-9 220-460-057-7 220-460-058-5 220-460-059-3 220-460-060-1 220-460-061-9 220-460-062-7 220-460-063-5 $ 17.28 $ 17.28 $ 10.20 $ 10.20 $ 10.20 $ 10.20 $ 10.20 $ 10.20 $ 10.20 $ 10.20 $ 10.20 $ 10.20 $ 10.20 $ 10.20 $ 10.20 $ 10.20 $ 10.20 $ 10.20 $ 966.00 $ 60.74 $ 359.32 $ 30.12 $ 30.12 $ 30.12 $ 30.12 $ 30.12 $ 30.12 $ 30.12 $ 30.12 $ 30.12 $ 30.12 $ 30.12 $ 30.12 $ 30.12 $ 38.20 $ 38.20 $ 45.80 $ 38.20 $ 38.20 $ 33.18 $ 33.18 $ 38.20 $ 38.20 $ 45.80 $ 45.80 $ 38.20 $ 38.20 $ 33.18 $ 33.18 $ 63.02 $ 33.18 $ 33.18 $ 33.18 $ 33.18 $ 33.18 $ 33.18 $ 33.18 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 38.20 $ 33.18 $ 33.18 $ 33.18 $ 33.18 $ 33.18 $ 33.18 $ 33.18 $ 30.12 $ 30.12 $ 33.18 $ 33.18 $ 30.12 $ 30.12 $ 33.18 $ 38.20 $ 33.18 $ 30.12 $ 30.12 $ 30.12 $ 30.12 $ 33.18 $ 30.12 $ 30.12 $ 33.18 $ 30.12 $ 30.12 $ 33.18 $ 30.12 $ 30.12 $ 30.12 $ 30.12 $ 33.18 $ 30.12 $ 33.18 $ 33.18 $ 33.18 $ 33.18 $ 33.18 $ 33.18 $ 33.18 $ 33.18 $ 30.12 $ 30.12 $ 54.70 $ 30.12 $ 30.12 $ 33.18 $ 33.18 $ 33.18 $ 33.18 $ 33.18 $ 33.18 $ 33.18 $ 33.18 $ 33.18 $ 33.18 $ 33.18 $ 38.20 $ 33.18 $ 33.18 $ 33.18 $ 33.18 $ 33.18 $ 33.18 $ 33.18 $ 33.18 $ 33.18 $ 33.18 $ 33.18 $ 33.18 $ 33.18 $ 33.18 $ 33.18 $ 33.18 $ 33.18 $ 38.20 $ 38.20 DA DA DA DA Drainage Area Benefit Assessment Proposed Fees for Lien Year 2019 06/03/19 Page 14 of 50 1010 1010 1010 1010 220-460-064-3 220-460-065-0 220-460-066-8 220-721-001-0 220-721-002-8 220-722-001-9 220-722-002-7 220-722-003-5 220-722-004-3 220-722-005-0 220-722-006-8 220-722-007-6 220-722-008-4 220-722-009-2 220-722-010-0 220-722-011-8 220-722-012-6 220-722-013-4 220-722-014-2 220-722-015-9 220-722-016-7 220-722-017-5 220-722-018-3 220-722-019-1 220-722-020-9 220-722-021-7 220-722-022-5 220-722-023-3 220-722-024-1 220-723-001-8 220-723-002-6 220-723-003-4 220-723-004-2 220-723-005-9 220-723-006-7 220-723-007-5 220-723-008-3 220-723-009-1 220-723-010-9 220-723-011-7 220-723-012-5 220-723-013-3 220-723-014-1 220-724-003-3 220-724-004-1 220-724-005-8 220-724-006-6 220-724-007-4 220-725-001-6 220-725-002-4 220-725-003-2 220-725-004-0 220-725-005-7 220-725-006-5 220-725-007-3 220-725-008-1 220-725-009-9 220-725-010-7 220-725-011-5 220-725-012-3 220-725-013-1 220-725-014-9 220-725-015-6 220-725-016-4 220-725-017-2 220-725-018-0 220-725-019-8 220-725-020-6 220-725-021-4 220-725-022-2 220-725-023-0 220-725-024-8 220-725-025-5 220-725-026-3 220-725-027-1 220-725-028-9 220-725-029-7 220-725-030-5 220-725-031-3 220-725-032-1 220-725-033-9 220-725-034-7 220-725-035-4 220-726-001-5 220-726-002-3 220-726-003-1 220-726-004-9 220-726-005-6 220-726-006-4 220-731-001-8 220-731-002-6 220-731-003-4 220-731-004-2 220-732-001-7 220-732-002-5 220-732-003-3 220-732-004-1 220-732-005-8 220-732-006-6 220-732-007-4 220-732-008-2 220-732-009-0 220-732-010-8 220-732-011-6 220-732-012-4 220-732-013-2 220-732-014-0 220-732-015-7 220-732-016-5 220-732-017-3 220-732-018-1 220-733-001-6 220-733-002-4 220-733-003-2 220-733-004-0 220-733-005-7 220-734-001-5 220-734-002-3 220-734-003-1 220-734-004-9 220-734-005-6 220-734-006-4 220-734-007-2 220-734-008-0 220-734-009-8 220-734-010-6 220-734-011-4 220-734-012-2 220-734-013-0 220-734-014-8 220-734-015-5 220-734-016-3 220-734-017-1 220-734-018-9 220-735-001-4 220-735-002-2 220-735-003-0 220-735-004-8 220-735-005-5 220-735-006-3 220-736-001-3 220-736-002-1 220-736-003-9 220-736-004-7 220-736-005-4 220-737-001-2 220-737-002-0 220-737-003-8 $ 33.18 $ 33.18 $ 38.20 $ 30.12 $ 38.20 $ 28.58 $ 28.58 $ 28.58 $ 28.58 $ 28.58 $ 28.58 $ 28.58 $ 28.58 $ 30.12 $ 30.12 $ 30.12 $ 28.58 $ 28.58 $ 28.58 $ 28.58 $ 30.12 $ 28.58 $ 27.54 $ 27.54 $ 27.54 $ 27.54 $ 28.58 $ 28.58 $ 28.58 $ 28.58 $ 28.58 $ 27.54 $ 27.54 $ 27.54 $ 27.54 $ 30.12 $ 30.12 $ 27.54 $ 27.54 $ 27.54 $ 30.12 $ 28.58 $ 28.58 $ 27.54 $ 27.54 $ 30.12 $ 28.58 $ 28.58 $ 30.12 $ 28.58 $ 28.58 $ 28.58 $ 28.58 $ 28.58 $ 28.58 $ 28.58 $ 28.58 $ 28.58 $ 28.58 $ 28.58 $ 28.58 $ 28.58 $ 28.58 $ 30.12 $ 28.58 $ 28.58 $ 28.58 $ 28.58 $ 28.58 $ 30.12 $ 28.58 $ 28.58 $ 30.12 $ 33.18 $ 28.58 $ 28.58 $ 30.12 $ 28.58 $ 30.12 $ 38.20 $ 25.40 $ 25.40 $ 25.40 $ 30.12 $ 28.58 $ 28.58 $ 28.58 $ 28.58 $ 30.12 $ 30.12 $ 28.58 $ 28.58 $ 30.12 $ 30.12 $ 30.12 $ 30.12 $ 28.58 $ 28.58 $ 28.58 $ 28.58 $ 30.12 $ 33.18 $ 30.12 $ 30.12 $ 30.12 $ 28.58 $ 33.18 $ 30.12 $ 30.12 $ 30.12 $ 28.58 $ 28.58 $ 28.58 $ 28.58 $ 33.18 $ 28.58 $ 27.54 $ 27.54 $ 27.54 $ 27.54 $ 27.54 $ 27.54 $ 27.54 $ 28.58 $ 30.12 $ 27.54 $ 27.54 $ 27.54 $ 27.54 $ 27.54 $ 27.54 $ 27.54 $ 27.54 $ 33.18 $ 30.12 $ 30.12 $ 30.12 $ 30.12 $ 28.58 $ 33.18 $ 30.12 $ 27.54 $ 27.54 $ 30.12 $ 28.58 $ 30.12 $ 28.58 DA DA DA DA Drainage Area Benefit Assessment Proposed Fees for Lien Year 2019 06/03/19 Page 15 of 50 1010 1010 1010 1010 220-737-004-6 220-737-005-3 220-737-006-1 220-738-001-1 220-738-002-9 220-738-003-7 220-738-004-5 220-739-001-0 220-739-002-8 220-739-003-6 220-739-004-4 220-741-001-6 220-741-002-4 220-741-003-2 220-741-004-0 220-741-005-7 220-741-006-5 220-741-007-3 220-741-008-1 220-741-011-5 220-741-012-3 220-741-013-1 220-741-014-9 220-741-015-6 220-741-016-4 220-741-017-2 220-741-018-0 220-741-019-8 220-741-020-6 220-741-021-4 220-741-022-2 220-741-023-0 220-741-024-8 220-741-025-5 220-741-026-3 220-741-027-1 220-741-028-9 220-741-029-7 220-741-030-5 220-741-031-3 220-741-032-1 220-741-033-9 220-741-034-7 220-741-035-4 220-741-036-2 220-741-037-0 220-741-038-8 220-741-039-6 220-741-040-4 220-741-041-2 220-741-042-0 220-741-043-8 220-741-044-6 220-741-045-3 220-741-046-1 220-741-047-9 220-741-054-5 220-741-055-2 220-741-056-0 220-741-057-8 220-741-058-6 220-741-059-4 220-741-060-2 220-741-061-0 220-741-062-8 220-741-063-6 220-742-001-5 220-742-002-3 220-742-003-1 220-742-004-9 220-742-005-6 220-742-006-4 220-742-007-2 220-742-008-0 220-742-009-8 220-742-010-6 220-742-011-4 220-742-012-2 220-742-013-0 220-742-014-8 220-742-015-5 220-742-016-3 220-742-017-1 220-742-018-9 220-742-019-7 220-750-001-4 220-750-002-2 220-750-003-0 220-750-004-8 220-750-005-5 220-750-006-3 220-750-007-1 220-750-008-9 220-750-009-7 220-750-010-5 220-750-011-3 220-750-012-1 220-750-013-9 220-750-014-7 220-750-015-4 220-750-016-2 220-750-017-0 220-750-018-8 220-750-019-6 220-750-020-4 220-750-021-2 220-750-022-0 220-750-023-8 220-750-024-6 220-750-025-3 220-750-026-1 220-750-027-9 220-750-028-7 220-750-029-5 220-750-030-3 220-750-031-1 220-750-032-9 220-750-033-7 220-750-034-5 220-750-035-2 220-750-036-0 220-750-037-8 220-750-038-6 220-750-039-4 220-750-040-2 220-750-041-0 220-750-042-8 220-750-043-6 220-750-044-4 220-750-045-1 220-750-046-9 220-750-047-7 220-750-048-5 220-750-049-3 220-750-050-1 220-750-051-9 220-750-052-7 220-760-001-2 220-760-002-0 220-760-003-8 220-760-004-6 220-760-005-3 220-760-006-1 220-760-007-9 220-760-008-7 220-760-009-5 220-760-010-3 220-760-011-1 $ 28.58 $ 28.58 $ 30.12 $ 27.54 $ 28.58 $ 30.12 $ 33.18 $ 33.18 $ 30.12 $ 30.12 $ 30.12 $ 28.58 $ 28.58 $ 28.58 $ 28.58 $ 28.58 $ 28.58 $ 28.58 $ 28.58 $ 38.20 $ 30.12 $ 28.58 $ 30.12 $ 30.12 $ 28.58 $ 27.54 $ 28.58 $ 30.12 $ 27.54 $ 30.12 $ 28.58 $ 28.58 $ 27.54 $ 30.12 $ 30.12 $ 27.54 $ 28.58 $ 28.58 $ 28.58 $ 28.58 $ 33.18 $ 30.12 $ 28.58 $ 28.58 $ 28.58 $ 33.18 $ 28.58 $ 28.58 $ 28.58 $ 28.58 $ 28.58 $ 28.58 $ 28.58 $ 28.58 $ 28.58 $ 38.20 $ 28.58 $ 25.40 $ 33.18 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 25.40 $ 28.58 $ 28.58 $ 28.58 $ 28.58 $ 28.58 $ 28.58 $ 28.58 $ 27.54 $ 28.58 $ 33.18 $ 28.58 $ 28.58 $ 28.58 $ 30.12 $ 28.58 $ 28.58 $ 27.54 $ 27.54 $ 28.58 $ 28.58 $ 27.54 $ 28.58 $ 30.12 $ 33.18 $ 30.12 $ 27.54 $ 28.58 $ 28.58 $ 28.58 $ 30.12 $ 28.58 $ 28.58 $ 28.58 $ 30.12 $ 30.12 $ 30.12 $ 28.58 $ 28.58 $ 28.58 $ 28.58 $ 28.58 $ 27.54 $ 27.54 $ 27.54 $ 30.12 $ 30.12 $ 28.58 $ 28.58 $ 28.58 $ 28.58 $ 30.12 $ 28.58 $ 30.12 $ 30.12 $ 30.12 $ 33.18 $ 30.12 $ 33.18 $ 28.58 $ 30.12 $ 38.20 $ 33.18 $ 28.58 $ 30.12 $ 30.12 $ 30.12 $ 30.12 $ 27.54 $ 27.54 $ 28.58 $ 27.54 $ 30.12 $ 30.12 $ 38.20 $ 30.12 $ 33.18 $ 28.58 $ 28.58 $ 27.54 $ 33.18 $ 33.18 $ 30.12 DA DA DA DA Drainage Area Benefit Assessment Proposed Fees for Lien Year 2019 06/03/19 Page 16 of 50 1010 1010 1010 1010 220-760-012-9 220-760-013-7 220-760-014-5 220-760-015-2 220-760-016-0 220-760-017-8 220-760-018-6 220-760-019-4 220-760-020-2 220-760-021-0 220-760-022-8 220-760-023-6 220-760-024-4 220-760-025-1 220-760-026-9 220-760-027-7 220-760-028-5 220-760-029-3 220-760-030-1 220-760-031-9 220-760-032-7 220-770-001-0 220-770-002-8 220-770-003-6 220-770-004-4 220-770-005-1 220-770-006-9 220-770-007-7 220-770-008-5 220-770-009-3 220-770-010-1 220-770-011-9 220-770-012-7 220-770-013-5 220-770-014-3 220-770-015-0 220-770-016-8 220-770-017-6 220-770-018-4 220-770-019-2 220-770-020-0 220-770-021-8 220-770-022-6 220-770-023-4 220-780-001-8 220-780-002-6 220-780-003-4 220-780-004-2 220-780-005-9 220-780-006-7 220-780-007-5 220-780-008-3 220-780-009-1 220-780-010-9 220-780-011-7 220-780-012-5 220-780-013-3 220-780-014-1 220-780-015-8 220-780-016-6 220-780-017-4 220-780-018-2 220-780-019-0 220-780-020-8 220-780-021-6 220-790-001-6 220-790-002-4 220-790-003-2 220-790-004-0 220-790-005-7 220-790-006-5 220-790-007-3 220-790-008-1 220-790-009-9 220-790-010-7 220-790-011-5 220-790-012-3 220-790-013-1 220-790-014-9 220-790-015-6 220-790-016-4 220-790-017-2 220-790-018-0 220-790-019-8 220-790-020-6 220-790-021-4 220-790-022-2 220-790-023-0 220-790-024-8 220-790-025-5 220-790-026-3 220-790-027-1 220-790-028-9 220-790-029-7 220-790-030-5 220-790-031-3 220-790-032-1 220-790-033-9 220-790-034-7 220-790-035-4 220-790-036-2 220-790-037-0 220-790-038-8 220-790-039-6 220-790-040-4 220-790-041-2 220-790-042-0 220-790-043-8 220-790-044-6 220-790-045-3 220-790-046-1 220-790-047-9 220-790-048-7 220-790-049-5 220-790-050-3 220-790-051-1 220-790-052-9 220-790-053-7 220-790-054-5 220-790-055-2 220-790-056-0 220-790-057-8 220-790-058-6 220-790-059-4 220-790-060-2 220-790-061-0 220-790-062-8 220-800-001-4 220-800-002-2 220-800-003-0 220-800-004-8 220-800-005-5 220-800-006-3 220-800-007-1 220-800-008-9 220-800-009-7 220-800-010-5 220-800-011-3 220-800-012-1 220-800-013-9 220-800-014-7 220-800-015-4 220-800-016-2 220-800-017-0 220-800-018-8 220-800-019-6 220-800-020-4 220-800-021-2 $ 33.18 $ 30.12 $ 30.12 $ 30.12 $ 30.12 $ 28.58 $ 27.54 $ 27.54 $ 28.58 $ 30.12 $ 30.12 $ 30.12 $ 30.12 $ 30.12 $ 30.12 $ 30.12 $ 28.58 $ 27.54 $ 27.54 $ 30.12 $ 33.18 $ 30.12 $ 30.12 $ 30.12 $ 30.12 $ 33.18 $ 33.18 $ 33.18 $ 33.18 $ 33.18 $ 30.12 $ 30.12 $ 33.18 $ 33.18 $ 38.20 $ 45.80 $ 30.12 $ 30.12 $ 33.18 $ 30.12 $ 30.12 $ 28.58 $ 33.18 $ 38.20 $ 38.20 $ 38.20 $ 33.18 $ 38.20 $ 38.20 $ 33.18 $ 33.18 $ 33.18 $ 33.18 $ 33.18 $ 38.20 $ 38.20 $ 33.18 $ 45.80 $ 38.20 $ 45.80 $ 30.12 $ 28.58 $ 30.12 $ 30.12 $ 45.80 $ 30.12 $ 33.18 $ 33.18 $ 28.58 $ 30.12 $ 28.58 $ 28.58 $ 30.12 $ 30.12 $ 30.12 $ 28.58 $ 27.54 $ 28.58 $ 27.54 $ 28.58 $ 28.58 $ 28.58 $ 28.58 $ 28.58 $ 28.58 $ 30.12 $ 28.58 $ 27.54 $ 27.54 $ 27.54 $ 27.54 $ 27.54 $ 27.54 $ 27.54 $ 30.12 $ 33.18 $ 33.18 $ 33.18 $ 33.18 $ 33.18 $ 27.54 $ 28.58 $ 27.54 $ 27.54 $ 27.54 $ 27.54 $ 27.54 $ 27.54 $ 27.54 $ 30.12 $ 33.18 $ 30.12 $ 30.12 $ 28.58 $ 28.58 $ 28.58 $ 28.58 $ 27.54 $ 27.54 $ 27.54 $ 27.54 $ 27.54 $ 27.54 $ 27.54 $ 27.54 $ 27.54 $ 30.12 $ 30.12 $ 30.12 $ 30.12 $ 33.18 $ 33.18 $ 33.18 $ 33.18 $ 33.18 $ 30.12 $ 30.12 $ 30.12 $ 28.58 $ 28.58 $ 28.58 $ 30.12 $ 30.12 $ 30.12 $ 30.12 $ 33.18 $ 30.12 $ 33.18 DA DA DA DA Drainage Area Benefit Assessment Proposed Fees for Lien Year 2019 06/03/19 Page 17 of 50 1010 1010 1010 1010 220-800-022-0 220-800-023-8 220-800-024-6 220-800-025-3 220-800-026-1 220-800-027-9 220-800-028-7 220-800-029-5 220-800-030-3 220-800-031-1 220-800-032-9 220-800-033-7 220-800-034-5 220-800-035-2 220-800-036-0 220-800-037-8 220-810-001-2 220-810-002-0 220-810-003-8 220-810-004-6 220-810-005-3 220-810-006-1 220-810-007-9 220-810-008-7 220-810-009-5 220-810-010-3 220-810-011-1 220-810-012-9 220-810-013-7 220-810-014-5 220-810-015-2 220-810-016-0 220-810-017-8 220-810-018-6 220-810-019-4 220-810-020-2 220-810-021-0 220-810-022-8 220-810-023-6 220-820-001-0 220-820-002-8 220-820-003-6 220-820-004-4 220-820-005-1 220-820-006-9 220-820-007-7 220-820-008-5 220-820-009-3 220-820-010-1 220-820-011-9 220-820-012-7 220-820-013-5 220-820-014-3 220-820-015-0 220-820-016-8 220-820-017-6 220-820-018-4 220-820-019-2 220-820-020-0 220-820-021-8 220-820-022-6 220-820-023-4 220-820-024-2 220-820-025-9 220-820-026-7 220-820-027-5 220-820-028-3 220-820-029-1 220-820-030-9 220-820-031-7 220-820-032-5 220-820-033-3 220-820-034-1 220-820-035-8 220-820-036-6 220-820-037-4 220-820-038-2 220-820-039-0 220-820-042-4 220-820-043-2 220-820-044-0 220-820-045-7 220-820-046-5 220-820-047-3 220-820-048-1 220-820-049-9 220-820-050-7 220-820-051-5 220-820-052-3 220-820-053-1 220-820-054-9 220-820-055-6 220-820-056-4 220-820-057-2 220-820-058-0 220-820-059-8 220-820-060-6 220-820-061-4 220-820-062-2 220-820-063-0 220-820-069-7 220-820-070-5 220-830-001-8 220-830-002-6 220-830-003-4 220-830-004-2 220-830-005-9 220-830-006-7 220-830-007-5 220-830-008-3 220-830-009-1 220-830-010-9 220-830-011-7 220-830-012-5 220-830-013-3 220-830-014-1 220-830-015-8 220-830-016-6 220-830-017-4 220-830-018-2 220-830-019-0 220-830-020-8 220-830-021-6 220-830-022-4 220-830-023-2 220-830-024-0 220-830-025-7 220-830-026-5 220-830-027-3 220-830-028-1 220-830-029-9 220-830-030-7 220-830-031-5 220-830-032-3 220-830-033-1 220-830-034-9 220-830-035-6 220-830-036-4 220-830-037-2 220-840-001-6 220-840-002-4 220-840-003-2 220-840-004-0 220-840-005-7 220-840-006-5 220-840-007-3 220-840-008-1 220-840-009-9 $ 33.18 $ 33.18 $ 33.18 $ 33.18 $ 33.18 $ 33.18 $ 33.18 $ 33.18 $ 33.18 $ 33.18 $ 33.18 $ 33.18 $ 33.18 $ 33.18 $ 33.18 $ 33.18 $ 38.20 $ 25.40 $ 25.40 $ 33.18 $ 33.18 $ 33.18 $ 30.12 $ 33.18 $ 38.20 $ 30.12 $ 30.12 $ 33.18 $ 30.12 $ 30.12 $ 33.18 $ 28.58 $ 28.58 $ 33.18 $ 30.12 $ 28.58 $ 30.12 $ 28.58 $ 28.58 $ 28.58 $ 25.40 $ 25.40 $ 28.58 $ 28.58 $ 33.18 $ 33.18 $ 33.18 $ 28.58 $ 28.58 $ 27.54 $ 27.54 $ 27.54 $ 27.54 $ 27.54 $ 27.54 $ 27.54 $ 27.54 $ 27.54 $ 30.12 $ 30.12 $ 28.58 $ 28.58 $ 27.54 $ 27.54 $ 27.54 $ 27.54 $ 27.54 $ 27.54 $ 27.54 $ 27.54 $ 27.54 $ 27.54 $ 27.54 $ 27.54 $ 28.58 $ 30.12 $ 30.12 $ 30.12 $ 27.54 $ 30.12 $ 28.58 $ 28.58 $ 30.12 $ 28.58 $ 30.12 $ 30.12 $ 28.58 $ 28.58 $ 28.58 $ 30.12 $ 30.12 $ 30.12 $ 30.12 $ 30.12 $ 30.12 $ 30.12 $ 30.12 $ 28.58 $ 28.58 $ 30.12 $ 30.12 $ 30.12 $ 28.58 $ 27.54 $ 27.54 $ 27.54 $ 27.54 $ 38.20 $ 33.18 $ 33.18 $ 33.18 $ 33.18 $ 30.12 $ 30.12 $ 28.58 $ 33.18 $ 45.80 $ 30.12 $ 28.58 $ 30.12 $ 28.58 $ 33.18 $ 33.18 $ 33.18 $ 28.58 $ 28.58 $ 28.58 $ 28.58 $ 30.12 $ 30.12 $ 27.54 $ 28.58 $ 28.58 $ 28.58 $ 28.58 $ 28.58 $ 30.12 $ 28.58 $ 45.80 $ 38.20 $ 33.18 $ 38.20 $ 38.20 $ 38.20 $ 38.20 $ 38.20 $ 38.20 DA DA DA DA Drainage Area Benefit Assessment Proposed Fees for Lien Year 2019 06/03/19 Page 18 of 50 1010 1010A 1010A 1010A 1010A 220-840-010-7 220-840-011-5 220-840-012-3 220-840-013-1 220-341-001-0 220-341-002-8 220-341-003-6 220-341-004-4 220-341-005-1 220-341-006-9 220-341-007-7 220-341-008-5 220-341-009-3 220-341-010-1 220-341-011-9 220-341-012-7 220-341-013-5 220-341-014-3 220-341-015-0 220-341-016-8 220-341-017-6 220-342-001-9 220-342-002-7 220-342-003-5 220-342-004-3 220-342-005-0 220-342-006-8 220-342-007-6 220-342-008-4 220-342-009-2 220-343-001-8 220-343-002-6 220-343-003-4 220-343-004-2 220-343-005-9 220-343-006-7 220-343-007-5 220-343-008-3 220-343-009-1 220-343-010-9 220-343-011-7 220-343-012-5 220-343-013-3 220-343-014-1 220-343-015-8 220-343-016-6 220-343-017-4 220-343-018-2 220-343-019-0 220-343-020-8 220-343-021-6 220-343-022-4 220-343-023-2 220-343-024-0 220-343-025-7 220-343-026-5 220-343-027-3 220-343-028-1 220-343-029-9 220-343-030-7 220-343-031-5 220-343-032-3 220-343-033-1 220-343-034-9 220-343-035-6 220-343-036-4 220-343-037-2 220-343-038-0 220-343-039-8 220-343-040-6 220-343-041-4 220-343-042-2 220-343-043-0 220-343-044-8 220-343-045-5 220-343-046-3 220-343-047-1 220-343-048-9 220-343-049-7 220-343-050-5 220-343-051-3 220-371-001-3 220-371-002-1 220-371-003-9 220-371-004-7 220-371-005-4 220-371-006-2 220-371-007-0 220-371-008-8 220-371-009-6 220-371-010-4 220-371-011-2 220-371-012-0 220-371-013-8 220-371-014-6 220-371-015-3 220-371-016-1 220-371-017-9 220-371-018-7 220-371-019-5 220-371-020-3 220-371-021-1 220-371-022-9 220-371-023-7 220-371-024-5 220-371-025-2 220-371-026-0 220-371-027-8 220-371-028-6 220-371-029-4 220-371-030-2 220-371-031-0 220-371-032-8 220-371-033-6 220-371-034-4 220-371-035-1 220-371-036-9 220-371-037-7 220-371-038-5 220-371-039-3 220-371-040-1 220-371-041-9 220-371-042-7 220-371-043-5 220-371-044-3 220-371-045-0 220-371-046-8 220-371-047-6 220-371-048-4 220-371-049-2 220-371-050-0 220-371-051-8 220-371-052-6 220-371-053-4 220-371-054-2 220-371-055-9 220-371-056-7 220-371-057-5 220-371-058-3 220-371-059-1 220-371-060-9 220-371-061-7 220-372-001-2 220-372-002-0 220-372-003-8 $ 38.20 $ 45.80 $ 38.20 $ 202.60 $ 185.16 $ 185.16 $ 223.22 $ 223.22 $ 223.22 $ 202.60 $ 192.30 $ 202.60 $ 256.92 $ 223.22 $ 223.22 $ 223.22 $ 202.60 $ 192.30 $ 202.60 $ 202.60 $ 202.60 $ 192.30 $ 223.22 $ 202.60 $ 192.30 $ 202.60 $ 192.30 $ 202.60 $ 223.22 $ 192.30 $ 185.16 $ 192.30 $ 192.30 $ 192.30 $ 192.30 $ 192.30 $ 202.60 $ 202.60 $ 202.60 $ 202.60 $ 202.60 $ 202.60 $ 202.60 $ 185.16 $ 185.16 $ 185.16 $ 185.16 $ 185.16 $ 185.16 $ 202.60 $ 202.60 $ 223.22 $ 202.60 $ 202.60 $ 223.22 $ 223.22 $ 202.60 $ 202.60 $ 192.30 $ 192.30 $ 192.30 $ 223.22 $ 223.22 $ 202.60 $ 185.16 $ 192.30 $ 202.60 $ 192.30 $ 192.30 $ 192.30 $ 202.60 $ 192.30 $ 192.30 $ 202.60 $ 223.22 $ 185.16 $ 192.30 $ 192.30 $ 192.30 $ 192.30 $ 202.60 $ 192.30 $ 192.30 $ 192.30 $ 192.30 $ 192.30 $ 192.30 $ 192.30 $ 202.60 $ 256.92 $ 256.92 $ 202.60 $ 202.60 $ 192.30 $ 192.30 $ 192.30 $ 192.30 $ 192.30 $ 202.60 $ 192.30 $ 185.16 $ 185.16 $ 192.30 $ 202.60 $ 202.60 $ 202.60 $ 256.92 $ 223.22 $ 256.92 $ 223.22 $ 223.22 $ 202.60 $ 185.16 $ 185.16 $ 192.30 $ 192.30 $ 192.30 $ 202.60 $ 192.30 $ 192.30 $ 185.16 $ 202.60 $ 256.92 $ 223.22 $ 308.08 $ 223.22 $ 202.60 $ 202.60 $ 192.30 $ 185.16 $ 223.22 $ 202.60 $ 192.30 $ 192.30 $ 192.30 $ 192.30 $ 192.30 $ 192.30 $ 192.30 $ 192.30 $ 202.60 $ 202.60 $ 202.60 $ 202.60 DA DA DA DA DA Total for DA1010 $64,995.96 Drainage Area Benefit Assessment Proposed Fees for Lien Year 2019 06/03/19 Page 19 of 50 1010A 1010A 520 520 520 220-372-004-6 220-372-005-3 220-372-006-1 220-372-007-9 220-372-008-7 220-372-009-5 220-372-010-3 220-372-011-1 220-372-012-9 220-372-013-7 220-372-014-5 220-372-015-2 220-372-017-8 220-381-002-9 220-381-003-7 220-381-004-5 220-381-005-2 220-381-006-0 220-381-007-8 220-381-008-6 220-381-009-4 220-381-010-2 220-381-011-0 220-381-012-8 220-381-013-6 220-381-014-4 220-381-015-1 220-381-016-9 220-381-017-7 220-381-018-5 220-381-019-3 220-381-021-9 220-382-001-0 220-382-002-8 220-382-003-6 220-383-001-9 220-383-002-7 220-383-003-5 220-383-004-3 220-383-005-0 220-383-006-8 220-383-007-6 220-383-008-4 220-383-009-2 220-383-010-0 220-383-011-8 220-383-012-6 220-383-013-4 220-383-014-2 220-383-015-9 220-383-016-7 220-383-017-5 220-383-018-3 220-383-019-1 220-383-020-9 220-383-021-7 220-383-022-5 220-383-023-3 220-383-024-1 220-383-025-8 033-271-001-1 033-271-002-9 033-271-003-7 033-271-004-5 033-271-005-2 033-271-006-0 033-271-007-8 033-271-008-6 033-271-009-4 033-271-010-2 033-271-011-0 033-271-012-8 033-271-013-6 033-271-014-4 033-271-015-1 033-271-016-9 033-271-017-7 033-271-018-5 033-271-019-3 033-271-020-1 033-271-021-9 033-271-022-7 033-271-023-5 033-271-024-3 033-271-025-0 033-271-026-8 033-271-027-6 033-271-028-4 033-271-029-2 033-271-030-0 033-271-031-8 033-271-032-6 033-271-033-4 033-271-034-2 033-271-035-9 033-271-036-7 033-271-037-5 033-271-038-3 033-271-039-1 033-271-040-9 033-271-041-7 033-271-042-5 033-271-043-3 033-271-044-1 033-271-045-8 033-271-046-6 033-271-047-4 033-271-048-2 033-271-049-0 033-271-050-8 033-271-051-6 033-271-052-4 033-271-053-2 033-271-054-0 033-271-055-7 033-271-056-5 033-271-057-3 033-271-058-1 033-271-059-9 033-271-060-7 033-271-061-5 033-271-062-3 033-271-063-1 033-271-064-9 033-271-065-6 033-271-066-4 033-271-067-2 033-271-068-0 033-271-074-8 033-271-075-5 033-271-076-3 033-271-077-1 033-271-078-9 033-271-079-7 033-271-080-5 033-271-081-3 033-271-082-1 033-271-083-9 033-271-084-7 033-271-085-4 033-271-086-2 033-271-087-0 033-271-088-8 033-271-089-6 033-271-090-4 $ 202.60 $ 202.60 $ 202.60 $ 192.30 $ 223.22 $ 223.22 $ 192.30 $ 192.30 $ 192.30 $ 192.30 $ 192.30 $ 192.30 $ 170.90 $ 192.30 $ 192.30 $ 192.30 $ 192.30 $ 202.60 $ 223.22 $ 202.60 $ 223.22 $ 192.30 $ 202.60 $ 192.30 $ 192.30 $ 192.30 $ 192.30 $ 185.16 $ 185.16 $ 185.16 $ 185.16 $ 192.30 $ 202.60 $ 185.16 $ 192.30 $ 192.30 $ 185.16 $ 185.16 $ 185.16 $ 185.16 $ 192.30 $ 192.30 $ 202.60 $ 223.22 $ 202.60 $ 192.30 $ 192.30 $ 202.60 $ 256.92 $ 256.92 $ 223.22 $ 223.22 $ 192.30 $ 202.60 $ 192.30 $ 192.30 $ 192.30 $ 192.30 $ 192.30 $ 202.60 $ 197.20 $ 206.00 $ 197.20 $ 206.00 $ 197.20 $ 206.00 $ 197.20 $ 206.00 $ 197.20 $ 197.20 $ 197.20 $ 206.00 $ 197.20 $ 197.20 $ 197.20 $ 197.20 $ 197.20 $ 197.20 $ 197.20 $ 197.20 $ 197.20 $ 206.00 $ 197.20 $ 197.20 $ 197.20 $ 197.20 $ 197.20 $ 197.20 $ 197.20 $ 197.20 $ 197.20 $ 197.20 $ 197.20 $ 197.20 $ 197.20 $ 197.20 $ 197.20 $ 197.20 $ 206.00 $ 197.20 $ 206.00 $ 197.20 $ 197.20 $ 197.20 $ 197.20 $ 206.00 $ 206.00 $ 206.00 $ 197.20 $ 197.20 $ 197.20 $ 197.20 $ 197.20 $ 206.00 $ 223.60 $ 214.80 $ 197.20 $ 206.00 $ 197.20 $ 197.20 $ 197.20 $ 197.20 $ 197.20 $ 197.20 $ 197.20 $ 197.20 $ 197.20 $ 197.20 $ 197.20 $ 197.20 $ 197.20 $ 197.20 $ 197.20 $ 197.20 $ 197.20 $ 197.20 $ 197.20 $ 197.20 $ 214.80 $ 214.80 $ 206.00 $ 197.20 $ 206.00 $ 197.20 $ 197.20 DA DA DA DA DA Total for DA1010A $40,499.94 Drainage Area Benefit Assessment Proposed Fees for Lien Year 2019 06/03/19 Page 20 of 50 520 520 520 520 033-271-091-2 033-271-092-0 033-271-093-8 033-271-094-6 033-271-095-3 033-271-096-1 033-280-001-0 033-280-002-8 033-280-003-6 033-280-004-4 033-280-005-1 033-280-006-9 033-280-007-7 033-280-008-5 033-280-009-3 033-280-010-1 033-280-011-9 033-280-012-7 033-280-013-5 033-280-014-3 033-280-015-0 033-280-016-8 033-280-017-6 033-280-018-4 033-280-019-2 033-280-020-0 033-280-021-8 033-280-022-6 033-280-023-4 033-280-024-2 033-280-025-9 033-280-026-7 033-280-027-5 033-280-028-3 033-280-029-1 033-280-030-9 033-280-031-7 033-280-032-5 033-280-033-3 033-280-034-1 033-280-035-8 033-280-036-6 033-280-037-4 033-280-038-2 033-280-039-0 033-280-040-8 033-280-041-6 033-280-042-4 033-280-043-2 033-280-044-0 033-280-045-7 033-280-046-5 033-280-047-3 033-280-048-1 033-280-049-9 033-280-050-7 033-280-051-5 033-280-052-3 033-280-053-1 033-280-054-9 033-280-055-6 033-280-056-4 033-280-057-2 033-280-058-0 033-280-059-8 033-280-060-6 033-280-061-4 033-280-062-2 033-280-063-0 033-280-064-8 033-280-065-5 033-280-066-3 033-280-067-1 033-280-068-9 033-280-069-7 033-280-070-5 033-280-071-3 033-280-072-1 033-280-073-9 033-280-074-7 033-280-075-4 033-280-076-2 033-280-077-0 033-280-078-8 033-280-079-6 033-280-080-4 033-280-081-2 033-280-082-0 033-280-083-8 033-280-084-6 033-280-085-3 033-280-086-1 033-280-087-9 033-280-088-7 033-280-089-5 033-280-090-3 033-280-091-1 033-280-092-9 033-280-093-7 033-280-094-5 033-280-095-2 033-280-096-0 033-280-097-8 033-280-098-6 033-280-099-4 033-280-106-7 033-290-001-8 033-290-002-6 033-290-003-4 033-290-004-2 033-290-005-9 033-290-006-7 033-290-007-5 033-290-008-3 033-290-009-1 033-290-010-9 033-290-011-7 033-290-012-5 033-290-013-3 033-290-014-1 033-290-015-8 033-290-016-6 033-290-017-4 033-290-018-2 033-290-019-0 033-290-020-8 033-290-021-6 033-290-022-4 033-290-023-2 033-290-024-0 033-290-025-7 033-290-026-5 033-290-027-3 033-290-028-1 033-290-029-9 033-290-030-7 033-290-031-5 033-290-032-3 033-290-033-1 033-290-034-9 033-290-035-6 033-290-036-4 033-290-037-2 033-290-038-0 033-290-039-8 033-360-001-3 033-360-002-1 033-360-003-9 $ 197.20 $ 197.20 $ 197.20 $ 197.20 $ 197.20 $ 197.20 $ 214.80 $ 197.20 $ 197.20 $ 206.00 $ 206.00 $ 214.80 $ 206.00 $ 214.80 $ 223.60 $ 214.80 $ 206.00 $ 206.00 $ 197.20 $ 197.20 $ 197.20 $ 197.20 $ 197.20 $ 197.20 $ 197.20 $ 197.20 $ 214.80 $ 214.80 $ 206.00 $ 223.60 $ 206.00 $ 206.00 $ 214.80 $ 263.20 $ 263.20 $ 214.80 $ 206.00 $ 206.00 $ 197.20 $ 197.20 $ 206.00 $ 197.20 $ 197.20 $ 197.20 $ 197.20 $ 197.20 $ 197.20 $ 197.20 $ 197.20 $ 197.20 $ 197.20 $ 197.20 $ 197.20 $ 197.20 $ 197.20 $ 197.20 $ 197.20 $ 197.20 $ 197.20 $ 197.20 $ 197.20 $ 197.20 $ 197.20 $ 206.00 $ 197.20 $ 206.00 $ 206.00 $ 197.20 $ 197.20 $ 197.20 $ 197.20 $ 206.00 $ 214.80 $ 214.80 $ 206.00 $ 206.00 $ 206.00 $ 197.20 $ 197.20 $ 197.20 $ 197.20 $ 197.20 $ 197.20 $ 214.80 $ 197.20 $ 197.20 $ 197.20 $ 206.00 $ 214.80 $ 197.20 $ 197.20 $ 197.20 $ 197.20 $ 197.20 $ 206.00 $ 206.00 $ 197.20 $ 197.20 $ 197.20 $ 197.20 $ 197.20 $ 197.20 $ 197.20 $ 197.20 $ 197.20 $ 214.80 $ 197.20 $ 206.00 $ 197.20 $ 197.20 $ 197.20 $ 197.20 $ 197.20 $ 197.20 $ 197.20 $ 197.20 $ 197.20 $ 206.00 $ 206.00 $ 197.20 $ 197.20 $ 197.20 $ 197.20 $ 206.00 $ 197.20 $ 197.20 $ 197.20 $ 197.20 $ 197.20 $ 197.20 $ 197.20 $ 197.20 $ 206.00 $ 197.20 $ 197.20 $ 197.20 $ 197.20 $ 197.20 $ 197.20 $ 197.20 $ 206.00 $ 197.20 $ 197.20 $ 197.20 $ 197.20 $ 236.80 $ 197.20 $ 197.20 DA DA DA DA Drainage Area Benefit Assessment Proposed Fees for Lien Year 2019 06/03/19 Page 21 of 50 520 520 520 520 033-360-004-7 033-360-005-4 033-360-006-2 033-360-007-0 033-360-008-8 033-360-009-6 033-360-010-4 033-360-011-2 033-360-012-0 033-360-013-8 033-360-014-6 033-360-015-3 033-360-016-1 033-360-017-9 033-360-018-7 033-360-019-5 033-360-020-3 033-360-021-1 033-360-022-9 033-360-023-7 033-360-024-5 033-360-025-2 033-360-026-0 033-360-027-8 033-360-028-6 033-360-029-4 033-360-030-2 033-360-031-0 033-360-032-8 033-360-033-6 033-360-034-4 033-360-035-1 033-360-036-9 033-360-037-7 033-360-038-5 033-360-039-3 033-360-040-1 033-360-041-9 033-360-042-7 033-360-043-5 033-360-044-3 033-360-045-0 033-360-046-8 033-360-047-6 033-360-048-4 033-360-049-2 033-360-050-0 033-410-001-3 033-410-002-1 033-410-003-9 033-410-004-7 033-410-005-4 033-410-006-2 033-410-007-0 033-410-008-8 033-410-009-6 033-410-010-4 033-410-011-2 033-410-012-0 033-410-013-8 033-410-014-6 033-410-015-3 033-410-016-1 033-410-017-9 033-410-018-7 033-410-019-5 033-410-020-3 033-410-021-1 033-410-022-9 033-410-024-5 033-410-025-2 033-410-026-0 033-410-027-8 033-410-028-6 033-410-029-4 033-410-030-2 033-410-031-0 033-410-032-8 033-410-033-6 033-410-034-4 033-410-035-1 033-410-036-9 033-410-037-7 033-410-038-5 033-410-039-3 033-410-040-1 033-410-042-7 033-410-043-5 033-410-044-3 033-410-045-0 033-410-046-8 033-410-047-6 033-410-048-4 033-410-049-2 033-410-050-0 033-410-051-8 033-410-052-6 033-410-054-2 033-410-055-9 033-410-056-7 033-410-057-5 033-410-058-3 033-410-059-1 033-410-060-9 033-410-061-7 033-410-062-5 033-410-063-3 033-410-064-1 033-420-001-1 033-420-002-9 033-420-003-7 033-420-004-5 033-420-005-2 033-420-006-0 033-420-007-8 033-420-008-6 033-420-009-4 033-420-010-2 033-420-011-0 033-420-012-8 033-420-013-6 033-420-014-4 033-420-015-1 033-420-016-9 033-420-017-7 033-420-018-5 033-420-019-3 033-420-020-1 033-420-021-9 033-420-022-7 033-420-023-5 033-420-024-3 033-420-025-0 033-420-026-8 033-420-027-6 033-420-028-4 033-420-029-2 033-420-030-0 033-420-031-8 033-420-032-6 033-420-033-4 033-420-034-2 033-420-035-9 033-420-036-7 033-420-037-5 033-420-038-3 033-420-039-1 033-420-040-9 $ 236.80 $ 236.80 $ 236.80 $ 236.80 $ 236.80 $ 236.80 $ 236.80 $ 236.80 $ 236.80 $ 197.20 $ 197.20 $ 197.20 $ 236.80 $ 236.80 $ 236.80 $ 236.80 $ 236.80 $ 236.80 $ 197.20 $ 197.20 $ 197.20 $ 236.80 $ 236.80 $ 236.80 $ 197.20 $ 197.20 $ 197.20 $ 197.20 $ 236.80 $ 236.80 $ 236.80 $ 236.80 $ 197.20 $ 236.80 $ 236.80 $ 236.80 $ 197.20 $ 197.20 $ 236.80 $ 197.20 $ 197.20 $ 197.20 $ 236.80 $ 197.20 $ 236.80 $ 197.20 $ 197.20 $ 197.20 $ 197.20 $ 206.00 $ 197.20 $ 197.20 $ 197.20 $ 197.20 $ 197.20 $ 197.20 $ 206.00 $ 197.20 $ 197.20 $ 197.20 $ 214.80 $ 214.80 $ 197.20 $ 197.20 $ 214.80 $ 214.80 $ 197.20 $ 197.20 $ 197.20 $ 197.20 $ 197.20 $ 214.80 $ 223.60 $ 197.20 $ 197.20 $ 197.20 $ 197.20 $ 197.20 $ 197.20 $ 197.20 $ 206.00 $ 197.20 $ 197.20 $ 197.20 $ 236.80 $ 206.00 $ 197.20 $ 197.20 $ 236.80 $ 236.80 $ 236.80 $ 236.80 $ 236.80 $ 236.80 $ 236.80 $ 236.80 $ 236.80 $ 236.80 $ 236.80 $ 236.80 $ 236.80 $ 236.80 $ 236.80 $ 236.80 $ 236.80 $ 236.80 $ 236.80 $ 236.80 $ 236.80 $ 236.80 $ 236.80 $ 236.80 $ 236.80 $ 236.80 $ 236.80 $ 236.80 $ 236.80 $ 236.80 $ 236.80 $ 236.80 $ 236.80 $ 236.80 $ 236.80 $ 236.80 $ 236.80 $ 236.80 $ 236.80 $ 236.80 $ 236.80 $ 236.80 $ 236.80 $ 236.80 $ 236.80 $ 236.80 $ 236.80 $ 236.80 $ 236.80 $ 236.80 $ 236.80 $ 236.80 $ 236.80 $ 236.80 $ 236.80 $ 236.80 $ 236.80 $ 236.80 $ 236.80 DA DA DA DA Drainage Area Benefit Assessment Proposed Fees for Lien Year 2019 06/03/19 Page 22 of 50 520 520 67A 67A 67A 033-420-041-7 033-420-042-5 033-420-043-3 033-420-044-1 033-420-045-8 033-420-046-6 033-420-048-2 033-420-049-0 033-420-050-8 033-420-051-6 033-420-052-4 033-420-053-2 033-420-054-0 033-420-055-7 033-420-056-5 033-420-057-3 033-420-058-1 033-420-059-9 033-420-060-7 033-420-062-3 033-420-063-1 033-420-064-9 033-420-065-6 033-420-066-4 033-420-067-2 033-420-068-0 033-420-069-8 033-420-070-6 033-420-071-4 033-420-072-2 033-420-073-0 033-420-074-8 033-420-075-5 033-420-076-3 033-420-077-1 033-420-078-9 033-420-079-7 033-420-080-5 033-420-081-3 033-420-082-1 033-420-083-9 033-420-084-7 033-420-085-4 033-420-086-2 033-420-087-0 033-420-088-8 033-420-089-6 033-420-090-4 033-420-091-2 033-420-092-0 033-420-093-8 033-420-094-6 033-420-095-3 033-420-096-1 184-351-020-5 184-351-021-3 184-351-022-1 188-050-015-0 188-050-016-8 188-120-032-1 188-120-033-9 188-120-034-7 188-120-035-4 188-120-036-2 188-170-034-6 188-170-035-3 188-170-036-1 188-170-037-9 189-120-136-8 189-120-137-6 189-130-018-6 189-130-041-8 189-130-042-6 189-130-043-4 189-630-001-7 189-630-002-5 189-630-003-3 189-630-004-1 189-630-005-8 189-630-006-6 189-630-007-4 189-630-008-2 189-630-009-0 189-630-010-8 189-630-011-6 189-630-012-4 189-630-013-2 189-630-014-0 189-630-015-7 189-630-016-5 189-630-017-3 189-630-018-1 189-630-019-9 189-630-020-7 189-630-021-5 189-630-022-3 189-630-023-1 189-630-024-9 189-630-025-6 189-640-001-5 189-640-002-3 189-640-003-1 189-640-004-9 189-640-005-6 189-640-006-4 189-640-007-2 189-640-008-0 189-640-009-8 189-640-010-6 189-640-011-4 189-640-012-2 189-640-013-0 189-640-014-8 189-640-015-5 189-640-016-3 189-640-017-1 189-640-018-9 189-650-001-2 189-650-002-0 189-650-003-8 189-650-004-6 189-650-005-3 189-650-006-1 189-650-007-9 189-650-008-7 189-650-009-5 189-650-010-3 189-650-011-1 189-650-012-9 189-650-013-7 189-650-014-5 189-650-015-2 189-650-016-0 189-650-017-8 189-650-018-6 189-650-019-4 189-650-020-2 189-650-021-0 189-650-022-8 189-650-023-6 189-650-024-4 189-650-025-1 189-650-026-9 189-650-027-7 189-650-028-5 $ 236.80 $ 236.80 $ 236.80 $ 236.80 $ 236.80 $ 236.80 $ 236.80 $ 236.80 $ 236.80 $ 236.80 $ 236.80 $ 236.80 $ 236.80 $ 236.80 $ 236.80 $ 236.80 $ 236.80 $ 236.80 $ 236.80 $ 236.80 $ 236.80 $ 236.80 $ 236.80 $ 236.80 $ 236.80 $ 236.80 $ 236.80 $ 236.80 $ 236.80 $ 236.80 $ 236.80 $ 236.80 $ 236.80 $ 236.80 $ 236.80 $ 236.80 $ 236.80 $ 236.80 $ 236.80 $ 236.80 $ 236.80 $ 236.80 $ 236.80 $ 236.80 $ 236.80 $ 236.80 $ 236.80 $ 236.80 $ 236.80 $ 236.80 $ 236.80 $ 236.80 $ 214.80 $ 34.22 $ 38.02 $ 34.22 $ 54.86 $ 68.10 $ 44.38 $ 54.86 $ 44.38 $ 54.86 $ 44.38 $ 54.86 $ 81.66 $ 54.86 $ 68.10 $ 1,888.58 $ 40.46 $ 40.46 $ 40.46 $ 40.46 $ 40.46 $ 40.46 $ 40.46 $ 40.46 $ 40.46 $ 40.46 $ 40.46 $ 40.46 $ 40.46 $ 40.46 $ 40.46 $ 40.46 $ 40.46 $ 40.46 $ 40.46 $ 40.46 $ 40.46 $ 40.46 $ 40.46 $ 40.46 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 40.46 $ 40.46 $ 40.46 $ 40.46 $ 40.46 $ 40.46 $ 40.46 $ 40.46 $ 40.46 $ 40.46 $ 40.46 $ 40.46 $ 40.46 $ 40.46 $ 40.46 $ 40.46 $ 40.46 $ 40.46 $ 40.46 $ 40.46 $ 40.46 $ 40.46 $ 40.46 $ 40.46 $ 40.46 $ 40.46 $ 40.46 $ 40.46 DA DA DA DA DA Total for DA520 $92,000.80 Drainage Area Benefit Assessment Proposed Fees for Lien Year 2019 06/03/19 Page 23 of 50 67A 67A 67A 67A 189-650-029-3 189-650-030-1 189-650-031-9 189-660-001-0 189-660-002-8 189-660-003-6 189-660-004-4 189-660-005-1 189-660-006-9 189-660-007-7 189-660-008-5 189-660-009-3 189-660-010-1 189-660-011-9 189-660-012-7 189-660-013-5 189-660-014-3 189-660-015-0 189-660-016-8 189-660-017-6 189-660-018-4 189-660-019-2 189-660-020-0 189-660-021-8 189-660-022-6 189-660-023-4 189-660-024-2 189-660-025-9 189-660-026-7 189-660-027-5 189-660-028-3 189-660-029-1 189-660-030-9 189-660-031-7 189-660-032-5 189-660-033-3 189-660-034-1 189-660-035-8 189-670-001-8 189-670-002-6 189-670-003-4 189-670-004-2 189-670-005-9 189-670-006-7 189-670-007-5 189-670-008-3 189-670-009-1 189-670-010-9 189-670-011-7 189-670-012-5 189-670-013-3 189-670-014-1 189-670-015-8 189-670-016-6 189-670-017-4 189-670-018-2 189-670-019-0 189-670-020-8 189-670-021-6 189-670-022-4 189-670-023-2 189-670-024-0 189-670-025-7 189-670-026-5 189-670-027-3 189-670-028-1 189-670-029-9 189-670-030-7 189-670-031-5 189-670-032-3 189-670-033-1 189-670-034-9 189-670-035-6 189-680-001-6 189-680-002-4 189-680-003-2 189-680-004-0 189-680-005-7 189-680-006-5 189-680-007-3 189-680-008-1 189-680-009-9 189-680-010-7 189-680-011-5 189-680-012-3 189-680-013-1 189-680-014-9 189-680-015-6 189-680-016-4 189-680-017-2 189-680-018-0 189-680-019-8 189-680-020-6 189-680-021-4 189-680-022-2 189-680-023-0 189-680-024-8 189-680-025-5 189-680-026-3 189-680-027-1 189-690-001-4 189-690-002-2 189-690-003-0 189-690-004-8 189-690-005-5 189-690-006-3 189-690-007-1 189-690-008-9 189-690-009-7 189-690-010-5 189-690-011-3 189-700-001-2 189-700-002-0 189-700-003-8 189-700-004-6 189-700-005-3 189-700-006-1 189-700-007-9 189-700-008-7 189-700-009-5 189-700-010-3 189-700-011-1 189-700-012-9 189-700-013-7 189-700-014-5 189-700-015-2 189-700-016-0 189-700-017-8 189-700-018-6 189-700-019-4 189-700-020-2 189-700-021-0 189-700-022-8 189-700-023-6 189-700-024-4 189-700-025-1 189-700-026-9 189-700-027-7 189-700-028-5 189-700-029-3 189-700-030-1 189-700-031-9 189-700-032-7 189-700-033-5 189-700-034-3 189-700-035-0 189-700-036-8 189-700-037-6 $ 40.46 $ 40.46 $ 27.12 $ 27.12 $ 27.12 $ 27.12 $ 27.12 $ 27.12 $ 27.12 $ 27.12 $ 27.12 $ 27.12 $ 27.12 $ 27.12 $ 27.12 $ 27.12 $ 27.12 $ 27.12 $ 27.12 $ 27.12 $ 27.12 $ 27.12 $ 27.12 $ 27.12 $ 27.12 $ 27.12 $ 27.12 $ 27.12 $ 27.12 $ 27.12 $ 27.12 $ 27.12 $ 27.12 $ 27.12 $ 27.12 $ 27.12 $ 27.12 $ 27.12 $ 27.12 $ 27.12 $ 27.12 $ 27.12 $ 27.12 $ 27.12 $ 27.12 $ 27.12 $ 27.12 $ 27.12 $ 27.12 $ 27.12 $ 27.12 $ 27.12 $ 27.12 $ 27.12 $ 27.12 $ 27.12 $ 27.12 $ 27.12 $ 27.12 $ 27.12 $ 27.12 $ 27.12 $ 27.12 $ 27.12 $ 27.12 $ 27.12 $ 27.12 $ 27.12 $ 27.12 $ 27.12 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 DA DA DA DA Drainage Area Benefit Assessment Proposed Fees for Lien Year 2019 06/03/19 Page 24 of 50 67A 67A 67A 67A 189-700-038-4 189-700-039-2 189-700-040-0 189-700-041-8 189-700-042-6 189-700-043-4 189-710-001-0 189-710-002-8 189-710-003-6 189-710-004-4 189-710-005-1 189-710-006-9 189-710-007-7 189-710-008-5 189-710-009-3 189-710-010-1 189-710-011-9 189-710-012-7 189-710-013-5 189-710-014-3 189-710-015-0 189-710-016-8 189-710-017-6 189-710-018-4 189-710-019-2 189-710-020-0 189-710-021-8 189-710-022-6 189-710-023-4 189-710-024-2 189-710-025-9 189-710-026-7 189-710-027-5 189-710-028-3 189-710-029-1 189-710-030-9 189-710-031-7 189-710-032-5 189-710-033-3 189-710-034-1 189-710-035-8 189-710-036-6 189-710-037-4 189-710-038-2 189-710-039-0 189-710-040-8 189-710-041-6 189-710-042-4 189-710-043-2 189-710-044-0 189-710-045-7 189-710-046-5 189-710-047-3 189-710-048-1 189-710-049-9 189-710-050-7 189-710-051-5 189-710-052-3 189-710-053-1 189-710-054-9 189-710-055-6 189-710-056-4 189-710-057-2 189-710-058-0 189-710-059-8 189-710-060-6 189-710-061-4 189-710-062-2 189-710-063-0 189-710-064-8 189-710-065-5 189-710-066-3 189-710-067-1 189-710-068-9 189-720-001-8 189-720-002-6 189-720-003-4 189-720-004-2 189-720-005-9 189-720-006-7 189-720-007-5 189-720-008-3 189-720-009-1 189-720-010-9 189-720-011-7 189-720-012-5 189-720-013-3 189-720-014-1 189-720-015-8 189-720-016-6 189-720-017-4 189-720-018-2 189-720-019-0 189-720-020-8 189-720-021-6 189-720-022-4 189-720-023-2 189-720-024-0 189-720-025-7 189-720-026-5 189-720-027-3 189-720-028-1 189-720-029-9 189-720-030-7 189-720-031-5 189-720-032-3 189-720-033-1 189-720-034-9 189-720-035-6 189-720-036-4 189-720-037-2 189-720-038-0 189-720-039-8 189-720-040-6 189-720-041-4 189-720-042-2 189-720-043-0 189-720-044-8 189-720-045-5 189-720-046-3 189-720-047-1 189-720-048-9 189-720-049-7 189-720-050-5 189-720-051-3 189-720-052-1 189-720-053-9 189-720-054-7 189-720-055-4 189-720-056-2 189-720-057-0 189-720-058-8 189-720-059-6 189-720-060-4 189-720-061-2 189-720-062-0 189-720-063-8 189-720-064-6 189-720-065-3 189-720-066-1 189-720-067-9 189-720-068-7 189-720-069-5 189-720-070-3 189-720-071-1 189-720-072-9 189-720-073-7 189-720-074-5 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 34.84 $ 34.84 $ 34.84 $ 34.84 $ 34.84 $ 34.84 $ 34.84 $ 34.84 $ 34.84 $ 34.84 $ 34.84 $ 34.84 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 34.84 $ 34.84 $ 34.84 $ 34.84 $ 34.84 $ 34.84 $ 34.84 $ 34.84 $ 34.84 $ 34.84 $ 34.84 $ 34.84 $ 34.84 $ 34.84 $ 34.84 $ 34.84 $ 34.84 $ 34.84 $ 34.84 $ 34.84 $ 34.84 $ 34.84 $ 34.84 $ 34.84 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 DA DA DA DA Drainage Area Benefit Assessment Proposed Fees for Lien Year 2019 06/03/19 Page 25 of 50 67A 67A 67A 67A 189-720-075-2 189-720-076-0 189-720-077-8 189-720-078-6 189-720-079-4 189-720-081-0 189-720-082-8 189-720-083-6 189-720-084-4 189-720-085-1 189-720-086-9 189-720-087-7 189-720-088-5 189-720-089-3 189-720-090-1 189-720-091-9 189-720-092-7 189-720-093-5 189-720-094-3 189-720-095-0 189-720-096-8 189-720-097-6 189-720-098-4 189-720-099-2 189-720-100-8 189-720-101-6 189-720-102-4 189-720-103-2 189-720-104-0 189-720-105-7 189-720-106-5 189-720-107-3 189-720-108-1 189-720-109-9 189-720-110-7 189-720-111-5 189-720-112-3 189-720-113-1 189-720-114-9 189-720-115-6 189-720-116-4 189-720-117-2 189-720-118-0 189-720-119-8 189-720-121-4 189-720-122-2 189-720-123-0 189-720-124-8 189-720-125-5 189-720-126-3 189-720-127-1 189-720-128-9 189-720-129-7 189-720-130-5 189-720-131-3 189-720-132-1 189-720-133-9 189-720-134-7 189-720-135-4 189-720-136-2 189-720-137-0 189-720-138-8 189-720-139-6 189-720-140-4 189-720-141-2 189-720-142-0 189-720-143-8 189-720-144-6 189-720-145-3 189-720-146-1 189-720-147-9 189-720-148-7 189-720-149-5 189-720-150-3 189-720-152-9 189-720-153-7 189-740-001-4 189-740-002-2 189-740-003-0 189-740-004-8 189-740-005-5 189-740-006-3 189-740-007-1 189-740-008-9 189-740-009-7 189-740-010-5 189-750-001-1 189-750-002-9 189-750-003-7 189-750-004-5 189-750-005-2 189-750-006-0 189-750-007-8 189-750-008-6 189-750-009-4 189-750-010-2 189-750-011-0 189-750-012-8 189-750-013-6 189-750-014-4 189-750-015-1 189-750-016-9 189-750-017-7 189-750-018-5 189-750-019-3 189-750-020-1 189-750-021-9 189-750-022-7 189-750-023-5 189-750-025-0 189-750-027-6 189-750-028-4 189-750-029-2 189-750-030-0 189-750-031-8 189-750-032-6 189-750-033-4 189-750-034-2 189-750-035-9 189-750-036-7 189-750-037-5 189-750-038-3 189-750-039-1 189-750-040-9 189-750-041-7 189-750-042-5 189-750-043-3 189-750-044-1 189-750-045-8 189-750-046-6 189-750-047-4 189-750-048-2 189-750-049-0 189-750-050-8 189-750-051-6 189-750-052-4 189-750-053-2 189-750-054-0 189-750-055-7 189-750-056-5 189-750-057-3 189-750-058-1 189-750-059-9 189-750-060-7 189-750-061-5 189-750-062-3 189-750-063-1 189-750-064-9 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 6.86 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 40.46 $ 40.46 $ 40.46 $ 40.46 $ 40.46 $ 40.46 $ 40.46 $ 40.46 $ 40.46 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 DA DA DA DA Drainage Area Benefit Assessment Proposed Fees for Lien Year 2019 06/03/19 Page 26 of 50 67A 67A 67A 67A 189-750-065-6 189-750-066-4 189-750-067-2 189-750-068-0 189-750-069-8 189-750-070-6 189-750-071-4 189-750-072-2 189-750-073-0 189-750-074-8 189-750-075-5 189-750-076-3 189-750-077-1 189-750-078-9 189-750-079-7 189-750-080-5 189-750-081-3 189-750-082-1 189-750-083-9 189-750-084-7 189-750-085-4 189-750-086-2 189-750-087-0 189-750-088-8 189-750-089-6 189-750-090-4 189-750-091-2 189-750-092-0 189-750-093-8 189-750-094-6 189-750-095-3 189-750-096-1 189-750-097-9 189-750-098-7 189-750-099-5 189-750-100-1 189-750-101-9 189-750-102-7 189-750-103-5 189-750-104-3 189-750-105-0 189-750-106-8 189-750-107-6 189-750-108-4 189-750-109-2 189-750-110-0 189-750-111-8 189-750-112-6 189-750-113-4 189-750-114-2 189-750-115-9 189-750-116-7 189-750-117-5 189-750-118-3 189-750-119-1 189-750-120-9 189-750-121-7 189-750-122-5 189-750-123-3 189-750-124-1 189-750-125-8 189-750-126-6 189-750-127-4 189-750-128-2 189-750-129-0 189-750-130-8 189-750-131-6 189-750-132-4 189-750-133-2 189-750-134-0 189-750-135-7 189-750-136-5 189-750-137-3 189-750-138-1 189-750-139-9 189-750-140-7 189-750-141-5 189-750-142-3 189-750-143-1 189-750-144-9 189-750-145-6 189-750-146-4 189-750-147-2 189-750-148-0 189-750-149-8 189-750-150-6 189-750-151-4 189-750-154-8 189-760-001-9 189-760-002-7 189-760-003-5 189-760-004-3 189-760-005-0 189-760-006-8 189-760-007-6 189-760-008-4 189-760-009-2 189-760-010-0 189-760-011-8 189-760-012-6 189-760-013-4 189-760-014-2 189-760-015-9 189-760-016-7 189-760-017-5 189-760-018-3 189-760-019-1 189-760-020-9 189-760-021-7 189-760-022-5 189-760-023-3 189-760-024-1 189-760-025-8 189-760-026-6 189-760-027-4 189-760-028-2 189-760-029-0 189-760-030-8 189-760-031-6 189-760-032-4 189-760-033-2 189-760-034-0 189-760-035-7 189-760-036-5 189-760-037-3 189-760-038-1 189-760-039-9 189-760-040-7 189-760-041-5 189-760-042-3 189-760-043-1 189-760-044-9 189-760-045-6 189-760-046-4 189-760-047-2 189-760-048-0 189-760-049-8 189-760-050-6 189-760-051-4 189-760-052-2 189-760-053-0 189-760-054-8 189-760-055-5 189-770-001-7 189-770-002-5 189-770-003-3 189-770-004-1 189-770-005-8 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 40.46 $ 40.46 $ 40.46 $ 40.46 $ 40.46 $ 40.46 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 40.46 $ 40.46 $ 40.46 $ 40.46 $ 40.46 $ 40.46 $ 40.46 $ 40.46 $ 40.46 $ 40.46 $ 40.46 $ 40.46 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 40.46 $ 40.46 $ 40.46 $ 40.46 $ 40.46 $ 40.46 $ 40.46 $ 40.46 $ 40.46 $ 40.46 $ 40.46 $ 40.46 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 40.46 $ 40.46 $ 40.46 $ 40.46 $ 40.46 $ 40.46 $ 38.56 $ 38.56 $ 38.56 $ 38.56 $ 38.56 DA DA DA DA Drainage Area Benefit Assessment Proposed Fees for Lien Year 2019 06/03/19 Page 27 of 50 67A 67A 67A 67A 189-770-006-6 189-770-007-4 189-770-008-2 189-770-009-0 189-770-010-8 189-770-011-6 189-770-012-4 189-770-013-2 189-770-014-0 189-770-015-7 189-770-016-5 189-770-017-3 189-770-018-1 189-770-019-9 189-770-020-7 189-770-021-5 189-770-022-3 189-770-023-1 189-770-024-9 189-770-025-6 189-770-026-4 189-770-027-2 189-770-028-0 189-770-029-8 189-770-030-6 189-770-031-4 189-770-032-2 189-770-033-0 189-770-034-8 189-770-035-5 189-770-036-3 189-770-037-1 189-770-038-9 189-770-039-7 189-770-040-5 189-770-041-3 189-770-042-1 189-770-043-9 189-770-044-7 189-770-045-4 189-770-046-2 189-770-047-0 189-770-048-8 189-770-049-6 189-770-050-4 189-770-051-2 189-770-052-0 189-770-053-8 189-770-054-6 189-770-055-3 189-810-001-9 189-810-002-7 189-810-003-5 189-810-004-3 189-820-007-4 189-820-010-8 189-820-011-6 189-820-012-4 189-820-013-2 189-830-016-3 189-830-017-1 189-830-019-7 189-830-020-5 189-840-001-3 189-840-002-1 189-840-003-9 189-840-004-7 189-840-005-4 189-840-006-2 189-840-007-0 189-840-008-8 189-840-009-6 189-840-010-4 189-840-011-2 189-840-012-0 189-840-013-8 189-840-014-6 189-840-015-3 189-840-016-1 189-840-017-9 189-840-018-7 189-840-019-5 189-840-020-3 189-840-021-1 189-840-022-9 189-840-023-7 189-840-024-5 189-840-025-2 189-840-026-0 189-840-027-8 189-840-028-6 189-840-029-4 189-840-030-2 189-840-031-0 189-840-032-8 189-840-033-6 189-850-001-0 189-850-002-8 189-850-003-6 189-850-004-4 189-850-005-1 189-850-006-9 189-850-007-7 189-850-008-5 189-850-009-3 189-850-010-1 189-850-011-9 189-850-012-7 189-850-013-5 189-850-014-3 189-850-015-0 189-850-016-8 189-850-017-6 189-850-018-4 189-850-019-2 189-850-020-0 189-850-021-8 189-850-022-6 189-850-023-4 189-850-024-2 189-850-025-9 189-850-026-7 189-850-027-5 189-850-028-3 189-850-029-1 189-850-030-9 189-850-031-7 189-850-032-5 189-850-033-3 189-850-034-1 189-850-035-8 189-850-036-6 189-850-037-4 189-850-038-2 189-850-039-0 189-850-040-8 189-850-041-6 189-850-042-4 189-850-043-2 189-850-044-0 189-850-045-7 189-860-001-8 189-860-002-6 189-860-003-4 189-860-004-2 189-860-005-9 189-860-006-7 189-860-007-5 $ 38.56 $ 38.56 $ 38.56 $ 38.56 $ 38.56 $ 38.56 $ 38.56 $ 38.56 $ 38.56 $ 38.56 $ 38.56 $ 38.56 $ 38.56 $ 38.56 $ 38.56 $ 38.56 $ 38.56 $ 38.56 $ 38.56 $ 38.56 $ 38.56 $ 38.56 $ 38.56 $ 38.56 $ 38.56 $ 38.56 $ 38.56 $ 38.56 $ 38.56 $ 38.56 $ 38.56 $ 38.56 $ 38.56 $ 38.56 $ 38.56 $ 38.56 $ 38.56 $ 38.56 $ 38.56 $ 38.56 $ 38.56 $ 38.56 $ 38.56 $ 38.56 $ 38.56 $ 38.56 $ 38.56 $ 38.56 $ 38.56 $ 28.50 $ 28.50 $ 28.50 $ 28.50 $ 28.50 $ 28.50 $ 28.50 $ 28.50 $ 28.50 $ 28.50 $ 28.50 $ 28.50 $ 28.50 $ 28.50 $ 28.50 $ 28.50 $ 28.50 $ 28.50 $ 28.50 $ 28.50 $ 28.50 $ 28.50 $ 28.50 $ 28.50 $ 28.50 $ 28.50 $ 28.50 $ 28.50 $ 28.50 $ 28.50 $ 28.50 $ 28.50 $ 28.50 $ 28.50 $ 28.50 $ 28.50 $ 28.50 $ 28.50 $ 28.50 $ 29.76 $ 28.50 $ 28.50 $ 28.50 $ 28.50 $ 28.50 $ 28.50 $ 29.76 $ 29.76 $ 28.50 $ 28.50 $ 28.50 $ 28.50 $ 28.50 $ 28.50 $ 28.50 $ 28.50 $ 28.50 $ 28.50 $ 28.50 $ 28.50 $ 28.50 $ 28.50 $ 28.50 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 DA DA DA DA Drainage Area Benefit Assessment Proposed Fees for Lien Year 2019 06/03/19 Page 28 of 50 67A 67A 67A 67A 189-860-008-3 189-860-009-1 189-860-010-9 189-860-011-7 189-860-012-5 189-860-013-3 189-860-014-1 189-860-015-8 189-860-016-6 189-860-017-4 189-860-018-2 189-860-019-0 189-860-020-8 189-860-021-6 189-860-022-4 189-860-023-2 189-860-024-0 189-860-025-7 189-860-026-5 189-860-027-3 189-860-028-1 189-860-029-9 189-860-030-7 189-860-031-5 189-860-032-3 189-860-033-1 189-860-034-9 189-860-035-6 189-860-036-4 189-860-037-2 189-860-038-0 189-860-039-8 189-860-040-6 189-860-041-4 189-860-042-2 189-860-043-0 189-860-044-8 189-860-045-5 189-860-046-3 189-860-047-1 189-860-048-9 189-860-049-7 189-860-050-5 189-860-051-3 189-860-052-1 189-860-053-9 189-860-054-7 189-860-055-4 189-860-056-2 189-860-057-0 189-860-058-8 189-870-001-6 189-870-002-4 189-870-003-2 189-870-004-0 189-870-005-7 189-870-006-5 189-870-007-3 189-870-008-1 189-870-009-9 189-870-010-7 189-870-011-5 189-870-012-3 189-870-013-1 189-870-014-9 189-870-015-6 189-870-016-4 189-870-017-2 189-870-018-0 189-870-019-8 189-870-020-6 189-880-001-4 189-880-002-2 189-880-003-0 189-880-004-8 189-880-005-5 189-880-006-3 189-880-007-1 189-880-008-9 189-880-009-7 189-880-010-5 189-880-011-3 189-880-012-1 189-880-013-9 189-880-014-7 189-880-015-4 189-880-016-2 189-880-017-0 189-880-018-8 189-880-019-6 189-880-020-4 189-880-021-2 189-880-022-0 189-890-001-2 189-890-002-0 189-890-003-8 189-890-004-6 189-890-005-3 189-890-006-1 189-890-007-9 189-890-008-7 189-890-009-5 189-890-010-3 189-890-011-1 189-890-012-9 189-890-013-7 189-890-014-5 189-890-015-2 189-890-016-0 189-900-001-0 189-900-002-8 189-900-003-6 189-900-004-4 189-900-005-1 189-900-006-9 189-900-007-7 189-900-008-5 189-900-009-3 189-900-010-1 189-900-011-9 189-900-012-7 189-900-013-5 189-900-014-3 189-900-015-0 189-900-016-8 189-900-017-6 189-900-018-4 189-900-019-2 189-900-020-0 189-900-021-8 189-900-022-6 189-900-023-4 189-900-024-2 189-900-025-9 189-900-026-7 189-900-027-5 189-900-028-3 189-900-029-1 189-900-030-9 189-900-031-7 189-910-001-8 189-910-002-6 189-910-003-4 189-910-004-2 189-910-005-9 189-910-006-7 189-910-007-5 189-910-008-3 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 DA DA DA DA Drainage Area Benefit Assessment Proposed Fees for Lien Year 2019 06/03/19 Page 29 of 50 67A 67A 67A 67A 75A 189-910-009-1 189-910-010-9 189-910-011-7 189-910-012-5 189-910-013-3 189-910-014-1 189-910-015-8 189-910-016-6 189-910-017-4 189-910-018-2 189-910-019-0 189-910-020-8 189-910-021-6 189-910-022-4 189-910-023-2 189-910-024-0 189-920-001-6 189-920-002-4 189-920-003-2 189-920-004-0 189-920-005-7 189-920-006-5 189-920-007-3 189-920-008-1 189-920-009-9 189-930-001-4 189-930-002-2 189-930-003-0 189-930-004-8 189-930-005-5 189-930-006-3 189-930-007-1 189-930-008-9 189-930-009-7 189-930-010-5 189-930-011-3 189-930-012-1 189-930-013-9 189-930-014-7 189-930-015-4 189-930-016-2 189-930-017-0 189-930-018-8 189-940-001-2 189-940-002-0 189-940-003-8 189-940-004-6 189-940-005-3 189-940-006-1 189-940-007-9 189-940-008-7 189-940-009-5 189-940-010-3 189-940-011-1 189-940-012-9 189-940-013-7 189-950-001-9 189-950-002-7 189-950-003-5 189-950-004-3 189-950-005-0 189-950-006-8 189-950-007-6 189-950-008-4 189-950-009-2 189-960-001-7 189-960-002-5 189-960-003-3 189-960-004-1 189-960-005-8 189-960-006-6 189-960-007-4 189-960-008-2 189-960-009-0 189-960-010-8 189-960-011-6 189-960-012-4 189-960-013-2 189-960-014-0 189-960-015-7 189-960-016-5 189-960-017-3 189-960-018-1 189-960-019-9 189-960-020-7 189-960-021-5 189-960-022-3 189-960-023-1 189-960-024-9 189-960-025-6 189-960-026-4 189-960-027-2 189-960-028-0 189-960-029-8 189-960-030-6 189-960-031-4 189-960-032-2 189-960-033-0 189-960-034-8 189-960-035-5 189-960-036-3 189-970-001-5 189-970-002-3 189-970-003-1 189-970-004-9 189-970-005-6 189-970-006-4 189-970-007-2 189-970-008-0 189-970-009-8 189-970-010-6 189-970-011-4 189-970-012-2 189-970-013-0 189-970-014-8 189-970-015-5 189-980-001-3 189-980-002-1 189-980-003-9 189-980-004-7 189-980-005-4 189-980-006-2 189-980-007-0 189-980-008-8 189-980-009-6 189-980-010-4 189-980-011-2 189-980-012-0 189-980-013-8 213-040-089-4 213-320-012-7 213-320-013-5 213-330-001-8 213-330-002-6 213-330-003-4 213-330-004-2 213-330-005-9 213-330-006-7 213-330-007-5 213-330-008-3 213-330-009-1 213-330-010-9 213-330-011-7 213-330-012-5 213-330-013-3 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 31.04 $ 34.22 $ 34.22 $ 34.22 $ 34.22 $ 34.22 $ 34.22 $ 34.22 $ 34.22 $ 34.22 $ 34.22 $ 34.22 $ 34.22 $ 6,030.60 $ 1,981.64 $ 4,527.10 $ 11.46 $ 11.46 $ 11.46 $ 11.46 $ 11.46 $ 11.46 $ 11.46 $ 11.46 $ 11.46 $ 11.46 $ 11.46 $ 11.46 $ 11.46 DA DA DA DA DA Total for DA67A $35,006.34 Drainage Area Benefit Assessment Proposed Fees for Lien Year 2019 06/03/19 Page 30 of 50 75A 75A 75A 75A 213-330-014-1 213-330-015-8 213-330-016-6 213-330-017-4 213-330-018-2 213-330-019-0 213-330-020-8 213-330-021-6 213-330-022-4 213-330-023-2 213-330-024-0 213-330-025-7 213-330-026-5 213-330-027-3 213-330-028-1 213-330-029-9 213-330-030-7 213-330-031-5 213-330-032-3 213-330-033-1 213-330-034-9 213-330-035-6 213-330-036-4 213-330-037-2 213-330-038-0 213-330-039-8 213-330-040-6 213-330-041-4 213-330-044-8 213-330-045-5 213-340-001-6 213-340-002-4 213-340-003-2 213-340-004-0 213-340-005-7 213-340-006-5 213-340-007-3 213-340-008-1 213-340-009-9 213-340-010-7 213-340-011-5 213-340-012-3 213-340-013-1 213-340-014-9 213-340-015-6 213-340-016-4 213-340-017-2 213-340-018-0 213-340-019-8 213-350-001-3 213-350-002-1 213-350-003-9 213-350-004-7 213-350-005-4 213-350-006-2 213-350-007-0 213-350-008-8 213-350-009-6 213-350-010-4 213-360-001-1 213-360-002-9 213-360-003-7 213-360-004-5 213-360-005-2 213-360-006-0 213-360-007-8 213-360-008-6 213-360-009-4 213-360-010-2 213-360-011-0 213-360-012-8 213-360-013-6 213-360-014-4 213-360-015-1 213-360-016-9 213-360-017-7 213-360-018-5 213-360-019-3 213-360-020-1 213-360-021-9 213-360-022-7 213-360-023-5 213-360-024-3 213-360-025-0 213-360-026-8 213-360-027-6 213-360-028-4 213-360-029-2 213-360-030-0 213-360-031-8 213-360-032-6 213-360-033-4 213-360-034-2 213-360-035-9 213-360-036-7 213-360-037-5 213-360-038-3 213-360-039-1 213-360-040-9 213-360-041-7 213-360-042-5 213-360-043-3 213-360-044-1 213-360-045-8 213-360-046-6 213-360-047-4 213-360-048-2 213-360-049-0 213-360-050-8 213-360-051-6 213-360-052-4 213-360-053-2 213-360-054-0 213-360-055-7 213-360-056-5 213-360-057-3 213-360-058-1 213-360-059-9 213-360-060-7 213-360-061-5 213-390-001-5 213-390-002-3 213-390-003-1 213-390-004-9 213-390-005-6 213-390-006-4 213-390-007-2 213-390-008-0 213-390-009-8 213-390-010-6 213-390-011-4 213-390-012-2 213-390-013-0 213-390-014-8 213-390-015-5 213-390-016-3 213-390-017-1 213-390-018-9 213-390-019-7 213-390-020-5 213-390-026-2 213-390-028-8 213-390-029-6 213-390-030-4 213-390-031-2 213-390-037-9 213-390-038-7 213-390-039-5 $ 11.46 $ 11.46 $ 11.46 $ 11.46 $ 11.46 $ 11.46 $ 11.46 $ 11.46 $ 11.46 $ 11.46 $ 11.46 $ 11.46 $ 11.46 $ 11.46 $ 11.46 $ 11.46 $ 11.46 $ 25.04 $ 25.04 $ 25.04 $ 25.04 $ 25.04 $ 25.04 $ 25.04 $ 25.04 $ 25.04 $ 25.04 $ 25.04 $ 16.78 $ 16.78 $ 16.78 $ 16.78 $ 16.78 $ 16.78 $ 16.78 $ 16.78 $ 16.78 $ 16.78 $ 16.78 $ 16.78 $ 16.78 $ 16.78 $ 16.78 $ 16.78 $ 16.78 $ 16.78 $ 153.68 $ 19.20 $ 19.20 $ 153.68 $ 76.84 $ 153.68 $ 153.68 $ 153.68 $ 153.68 $ 153.68 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 20.00 $ 19.20 $ 19.20 $ 20.00 $ 20.00 $ 20.00 $ 20.00 $ 19.20 $ 20.00 $ 19.20 $ 20.00 $ 20.00 $ 19.20 $ 19.20 $ 17.64 $ 20.00 $ 20.00 $ 21.16 $ 21.16 $ 21.16 $ 21.16 $ 21.16 $ 21.16 $ 20.00 $ 21.16 $ 21.16 $ 21.16 $ 21.16 DA DA DA DA Drainage Area Benefit Assessment Proposed Fees for Lien Year 2019 06/03/19 Page 31 of 50 75A 75A 75A 75A 213-390-041-1 213-390-042-9 213-390-043-7 213-390-044-5 213-400-001-3 213-400-002-1 213-400-003-9 213-400-004-7 213-400-005-4 213-400-006-2 213-400-007-0 213-400-008-8 213-400-009-6 213-400-010-4 213-400-011-2 213-400-012-0 213-400-013-8 213-400-014-6 213-400-015-3 213-400-016-1 213-400-017-9 213-400-018-7 213-400-019-5 213-400-020-3 213-400-021-1 213-400-022-9 213-400-023-7 213-400-024-5 213-400-025-2 213-400-026-0 213-400-027-8 213-400-028-6 213-400-029-4 213-400-030-2 213-400-031-0 213-400-032-8 213-400-033-6 213-400-034-4 213-400-035-1 213-400-036-9 213-400-037-7 213-400-038-5 213-400-039-3 213-400-040-1 213-410-001-1 213-410-002-9 213-410-003-7 213-410-004-5 213-410-005-2 213-410-006-0 213-410-007-8 213-410-008-6 213-410-009-4 213-410-010-2 213-410-011-0 213-410-012-8 213-410-013-6 213-410-014-4 213-410-015-1 213-410-016-9 213-410-017-7 213-410-018-5 213-410-019-3 213-410-020-1 213-410-021-9 213-410-022-7 213-410-023-5 213-410-024-3 213-410-025-0 213-410-026-8 213-410-027-6 213-410-028-4 213-410-029-2 213-410-030-0 213-410-031-8 213-410-032-6 213-410-033-4 213-410-034-2 213-410-035-9 213-410-036-7 213-410-037-5 213-410-038-3 213-410-039-1 213-410-040-9 213-410-041-7 213-410-042-5 213-410-043-3 213-410-044-1 213-410-045-8 213-410-046-6 213-410-047-4 213-410-048-2 213-410-049-0 213-410-050-8 213-410-051-6 213-410-052-4 213-410-053-2 213-410-054-0 213-410-055-7 213-410-056-5 213-410-058-1 213-410-059-9 213-410-060-7 213-410-061-5 213-410-062-3 213-410-063-1 213-420-001-9 213-420-002-7 213-420-003-5 213-420-004-3 213-420-005-0 213-420-006-8 213-420-007-6 213-420-008-4 213-420-009-2 213-420-010-0 213-420-011-8 213-420-012-6 213-420-013-4 213-420-014-2 213-420-015-9 213-420-016-7 213-420-017-5 213-420-018-3 213-420-019-1 213-420-020-9 213-420-021-7 213-420-022-5 213-420-023-3 213-420-024-1 213-420-025-8 213-420-026-6 213-420-027-4 213-420-028-2 213-420-029-0 213-420-030-8 213-420-031-6 213-420-032-4 213-420-033-2 213-420-034-0 213-420-035-7 213-420-036-5 213-420-037-3 213-420-038-1 213-420-039-9 213-420-040-7 213-420-041-5 213-430-001-7 $ 21.16 $ 23.54 $ 1,294.30 $ 23.54 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 21.58 $ 19.20 $ 12.60 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 20.00 $ 20.00 $ 19.20 $ 21.16 $ 21.16 $ 20.00 $ 19.20 $ 21.16 $ 20.00 $ 21.16 $ 21.16 $ 21.16 $ 20.00 $ 20.00 $ 21.16 $ 20.00 $ 20.00 $ 20.00 $ 21.16 $ 20.00 $ 19.20 $ 20.00 $ 21.16 $ 20.00 $ 19.20 $ 19.20 $ 19.20 $ 20.00 $ 20.00 $ 19.20 $ 19.20 $ 21.16 $ 21.16 $ 20.00 $ 27.48 $ 21.16 $ 21.16 $ 21.16 $ 20.00 $ 21.16 $ 23.54 $ 20.00 $ 27.48 $ 20.00 $ 19.20 $ 21.16 $ 19.20 $ 21.16 $ 20.00 $ 20.00 $ 21.16 $ 20.00 $ 21.16 $ 23.54 $ 21.16 $ 21.16 $ 20.00 $ 21.16 $ 19.20 $ 19.20 $ 19.20 $ 20.00 $ 21.16 $ 20.00 $ 19.20 $ 19.20 $ 33.96 $ 19.20 $ 20.00 $ 19.20 $ 20.00 $ 21.16 $ 20.00 $ 20.00 $ 19.20 $ 20.00 $ 27.48 $ 23.54 $ 19.20 $ 21.16 $ 21.16 $ 20.00 $ 21.16 $ 21.16 $ 19.20 $ 21.16 $ 20.00 $ 20.00 $ 21.16 $ 21.16 $ 21.16 $ 20.00 $ 20.00 $ 19.20 $ 20.00 $ 20.00 $ 19.20 $ 19.20 $ 23.54 $ 19.20 $ 20.00 $ 20.00 $ 21.16 $ 19.20 DA DA DA DA Drainage Area Benefit Assessment Proposed Fees for Lien Year 2019 06/03/19 Page 32 of 50 75A 75A 75A 75A 213-430-002-5 213-430-005-8 213-430-008-2 213-430-009-0 213-430-012-4 213-430-013-2 213-430-014-0 213-430-015-7 213-430-016-5 213-430-017-3 213-430-018-1 213-430-022-3 213-430-023-1 213-430-029-8 213-430-030-6 213-430-036-3 213-430-037-1 213-430-068-6 213-430-069-4 213-430-070-2 213-430-071-0 213-430-072-8 213-430-073-6 213-430-074-4 213-430-075-1 213-430-076-9 213-430-077-7 213-430-078-5 213-430-079-3 213-430-080-1 213-430-081-9 213-430-082-7 213-430-083-5 213-430-084-3 213-430-085-0 213-430-086-8 213-430-087-6 213-430-088-4 213-430-089-2 213-430-090-0 213-430-091-8 213-430-092-6 213-430-093-4 213-430-094-2 213-430-095-9 213-430-096-7 213-430-097-5 213-430-098-3 213-430-099-1 213-430-100-7 213-430-101-5 213-430-102-3 213-430-103-1 213-430-104-9 213-430-105-6 213-430-107-2 213-430-108-0 213-430-109-8 213-430-110-6 213-430-111-4 213-480-010-7 213-480-011-5 213-480-012-3 213-480-013-1 213-480-014-9 213-480-015-6 213-480-016-4 213-480-017-2 213-480-018-0 213-480-019-8 213-480-020-6 213-480-021-4 213-480-022-2 213-480-023-0 213-480-024-8 213-480-025-5 213-490-011-3 213-490-012-1 213-490-013-9 213-490-014-7 213-490-015-4 213-490-016-2 213-490-017-0 213-490-018-8 213-490-019-6 213-490-020-4 213-490-022-0 213-490-023-8 213-490-024-6 213-490-025-3 213-490-026-1 213-490-027-9 213-490-028-7 213-490-029-5 213-500-010-3 213-500-011-1 213-500-012-9 213-500-013-7 213-500-014-5 213-500-015-2 213-500-016-0 213-500-017-8 213-500-018-6 213-500-019-4 213-500-025-1 213-500-026-9 213-500-027-7 213-500-028-5 213-500-029-3 213-500-030-1 213-510-012-7 213-510-014-3 213-510-015-0 213-510-016-8 213-510-017-6 213-510-018-4 213-510-019-2 213-510-020-0 213-510-021-8 213-510-022-6 213-510-023-4 213-510-024-2 213-510-025-9 213-510-026-7 213-510-027-5 213-510-028-3 213-510-029-1 213-510-030-9 213-510-031-7 213-510-032-5 213-510-033-3 213-520-008-3 213-520-009-1 213-520-010-9 213-520-011-7 213-520-012-5 213-520-013-3 213-520-014-1 213-520-015-8 213-520-016-6 213-520-017-4 213-530-009-9 213-530-011-5 213-530-012-3 213-530-013-1 213-530-014-9 213-530-015-6 213-530-016-4 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 DA DA DA DA Drainage Area Benefit Assessment Proposed Fees for Lien Year 2019 06/03/19 Page 33 of 50 75A 75A 75A 75A 213-530-017-2 213-530-018-0 213-530-019-8 213-530-020-6 213-530-021-4 213-530-022-2 213-530-023-0 213-530-024-8 213-540-008-9 213-540-009-7 213-540-010-5 213-540-011-3 213-540-012-1 213-540-013-9 213-540-014-7 213-540-015-4 213-540-016-2 213-540-017-0 213-540-018-8 213-550-007-8 213-550-008-6 213-550-009-4 213-550-010-2 213-550-011-0 213-550-012-8 213-550-013-6 213-550-014-4 213-550-015-1 213-550-016-9 213-560-010-0 213-560-011-8 213-560-012-6 213-560-013-4 213-560-014-2 213-560-015-9 213-560-016-7 213-560-017-5 213-560-018-3 213-560-019-1 213-560-020-9 213-560-021-7 213-560-022-5 213-560-023-3 213-560-024-1 213-560-025-8 213-560-026-6 213-560-027-4 213-560-028-2 213-560-029-0 213-570-010-8 213-570-011-6 213-570-012-4 213-570-014-0 213-570-015-7 213-570-017-3 213-570-018-1 213-570-019-9 213-570-021-5 213-570-022-3 213-570-027-2 213-570-028-0 213-570-029-8 213-570-030-6 213-570-033-0 213-570-034-8 213-570-035-5 213-580-010-6 213-580-011-4 213-580-012-2 213-580-014-8 213-580-015-5 213-580-016-3 213-580-018-9 213-580-019-7 213-580-021-3 213-580-022-1 213-580-023-9 213-580-025-4 213-580-026-2 213-580-028-8 213-580-029-6 213-580-030-4 213-580-032-0 213-580-033-8 213-590-013-8 213-590-014-6 213-590-016-1 213-590-017-9 213-590-018-7 213-590-020-3 213-590-021-1 213-590-022-9 213-590-024-5 213-590-025-2 213-590-027-8 213-590-028-6 213-590-029-4 213-590-031-0 213-590-032-8 213-590-034-4 213-590-035-1 213-590-036-9 213-590-037-7 213-590-038-5 213-590-039-3 213-590-040-1 213-590-041-9 213-590-042-7 213-590-043-5 213-610-017-5 213-610-019-1 213-610-020-9 213-610-031-6 213-610-032-4 213-610-033-2 213-621-001-6 213-621-002-4 213-621-013-1 213-660-107-3 213-660-108-1 213-660-109-9 213-660-110-7 213-660-111-5 213-660-112-3 213-660-113-1 213-660-114-9 213-660-115-6 213-660-116-4 213-660-117-2 213-660-118-0 213-660-119-8 213-660-120-6 213-660-121-4 213-660-122-2 213-660-123-0 213-660-124-8 213-660-125-5 213-660-126-3 213-660-127-1 213-660-128-9 213-660-129-7 213-660-130-5 213-660-131-3 213-660-132-1 213-660-133-9 213-660-134-7 213-660-135-4 213-660-136-2 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 382.84 $ 5,201.14 $ 225.12 $ 90.12 $ 411.96 $ 1,628.90 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 DA DA DA DA Drainage Area Benefit Assessment Proposed Fees for Lien Year 2019 06/03/19 Page 34 of 50 75A 75A 75A 75A 213-660-137-0 213-660-138-8 213-660-139-6 213-660-140-4 213-660-141-2 213-660-142-0 213-660-143-8 213-660-144-6 213-660-145-3 213-660-146-1 213-660-147-9 213-660-148-7 213-660-149-5 213-660-150-3 213-660-151-1 213-660-152-9 213-660-153-7 213-660-154-5 213-660-155-2 213-660-156-0 213-660-157-8 213-660-158-6 213-660-159-4 213-660-160-2 213-660-161-0 213-660-162-8 213-660-163-6 213-660-164-4 213-660-165-1 213-660-166-9 213-660-167-7 213-660-168-5 213-660-169-3 213-660-170-1 213-660-171-9 213-660-172-7 213-660-173-5 213-660-174-3 213-660-175-0 213-660-176-8 213-660-177-6 213-660-178-4 213-660-179-2 213-660-180-0 213-660-181-8 213-660-182-6 213-660-183-4 213-660-184-2 213-660-185-9 213-660-186-7 213-660-187-5 213-660-188-3 213-660-189-1 213-660-190-9 213-660-191-7 213-660-192-5 213-660-193-3 213-660-194-1 213-660-195-8 213-660-196-6 213-660-197-4 213-660-198-2 213-660-199-0 213-660-200-6 213-660-201-4 213-660-202-2 213-660-203-0 213-660-204-8 213-660-205-5 213-660-206-3 213-660-207-1 213-660-208-9 213-660-209-7 213-660-210-5 213-660-211-3 213-670-147-7 213-670-148-5 213-670-149-3 213-670-150-1 213-670-151-9 213-670-152-7 213-670-153-5 213-670-154-3 213-670-155-0 213-670-156-8 213-670-157-6 213-670-158-4 213-670-159-2 213-670-160-0 213-670-161-8 213-670-162-6 213-670-163-4 213-670-164-2 213-670-165-9 213-670-166-7 213-670-167-5 213-670-168-3 213-670-169-1 213-670-170-9 213-670-171-7 213-670-172-5 213-670-173-3 213-670-174-1 213-670-175-8 213-670-176-6 213-670-177-4 213-670-178-2 213-670-179-0 213-670-180-8 213-670-181-6 213-670-182-4 213-670-183-2 213-670-184-0 213-670-185-7 213-670-186-5 213-670-187-3 213-670-188-1 213-670-189-9 213-670-190-7 213-670-191-5 213-670-192-3 213-670-193-1 213-670-194-9 213-670-195-6 213-670-196-4 213-670-197-2 213-670-198-0 213-670-199-8 213-670-200-4 213-670-201-2 213-670-202-0 213-670-203-8 213-670-204-6 213-670-205-3 213-670-206-1 213-670-207-9 213-670-208-7 213-670-209-5 213-670-210-3 213-670-211-1 213-670-212-9 213-670-213-7 213-670-214-5 213-670-215-2 213-670-216-0 213-670-217-8 213-670-218-6 213-670-219-4 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 DA DA DA DA Drainage Area Benefit Assessment Proposed Fees for Lien Year 2019 06/03/19 Page 35 of 50 75A 75A 75A 75A 213-670-220-2 213-670-221-0 213-670-222-8 213-670-223-6 213-670-224-4 213-670-225-1 213-670-226-9 213-670-227-7 213-670-228-5 213-670-229-3 213-670-230-1 213-670-231-9 213-670-232-7 213-670-233-5 213-670-234-3 213-670-235-0 213-670-236-8 213-670-237-6 213-670-238-4 213-670-239-2 213-670-240-0 213-670-241-8 213-670-242-6 213-670-243-4 213-670-244-2 213-670-245-9 213-670-246-7 213-670-247-5 213-670-248-3 213-670-249-1 213-670-250-9 213-670-251-7 213-670-252-5 213-670-253-3 213-670-254-1 213-670-255-8 213-670-256-6 213-670-257-4 213-670-258-2 213-670-259-0 213-670-260-8 213-670-261-6 213-670-262-4 213-670-263-2 213-670-264-0 213-670-265-7 213-670-266-5 213-670-267-3 213-670-268-1 213-670-269-9 213-670-270-7 213-670-271-5 213-670-272-3 213-670-273-1 213-670-274-9 213-670-275-6 213-670-276-4 213-670-277-2 213-670-278-0 213-670-279-8 213-670-280-6 213-670-281-4 213-670-282-2 213-670-283-0 213-670-284-8 213-670-285-5 213-670-286-3 213-670-287-1 213-670-288-9 213-670-289-7 213-670-290-5 213-670-291-3 213-680-008-9 213-680-011-3 213-680-012-1 213-680-013-9 213-680-016-2 213-680-017-0 213-680-018-8 213-680-019-6 213-680-020-4 213-680-021-2 213-680-022-0 213-680-023-8 213-680-024-6 213-680-025-3 213-680-026-1 213-680-029-5 213-680-030-3 213-680-031-1 213-680-032-9 213-680-035-2 213-680-036-0 213-680-037-8 213-680-038-6 213-680-039-4 213-680-040-2 213-680-041-0 213-680-042-8 213-680-043-6 213-680-044-4 213-680-045-1 213-680-046-9 213-680-047-7 213-680-048-5 213-680-049-3 213-680-050-1 213-680-055-0 213-680-056-8 213-680-057-6 213-680-058-4 213-680-059-2 213-680-060-0 213-680-061-8 213-680-062-6 213-680-063-4 213-680-064-2 213-680-065-9 213-680-069-1 213-680-070-9 213-680-071-7 213-680-072-5 213-680-073-3 213-680-076-6 213-680-077-4 213-680-078-2 213-680-079-0 213-680-080-8 213-680-081-6 213-680-082-4 213-680-083-2 213-680-084-0 213-680-085-7 213-680-086-5 213-680-093-1 213-680-094-9 213-680-095-6 213-680-096-4 213-680-098-0 213-680-099-8 213-680-100-4 213-680-101-2 213-680-103-8 213-680-104-6 213-680-105-3 213-680-106-1 213-680-107-9 213-680-108-7 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 18.44 $ 17.64 $ 17.64 $ 19.20 $ 20.00 $ 19.20 $ 17.64 $ 17.64 $ 18.44 $ 17.64 $ 17.64 $ 19.20 $ 19.20 $ 19.20 $ 18.44 $ 18.44 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 18.44 $ 17.64 $ 17.64 $ 17.64 DA DA DA DA Drainage Area Benefit Assessment Proposed Fees for Lien Year 2019 06/03/19 Page 36 of 50 75A 75A 75A 75A 213-680-109-5 213-680-112-9 213-680-113-7 213-680-114-5 213-680-115-2 213-680-116-0 213-680-117-8 213-680-118-6 213-680-120-2 213-680-121-0 213-680-122-8 213-680-123-6 213-680-125-1 213-680-126-9 213-690-002-0 213-690-003-8 213-690-004-6 213-690-013-7 213-690-014-5 213-690-015-2 213-690-016-0 213-690-017-8 213-690-018-6 213-690-019-4 213-690-020-2 213-690-021-0 213-690-022-8 213-690-023-6 213-690-024-4 213-690-025-1 213-690-026-9 213-690-027-7 213-690-028-5 213-690-029-3 213-690-030-1 213-690-031-9 213-690-032-7 213-690-033-5 213-690-034-3 213-690-035-0 213-690-036-8 213-690-037-6 213-690-038-4 213-690-039-2 213-690-040-0 213-690-041-8 213-690-042-6 213-690-043-4 213-690-044-2 213-690-045-9 213-690-046-7 213-690-047-5 213-690-048-3 213-690-051-7 213-690-052-5 213-690-053-3 213-690-054-1 213-690-055-8 213-690-056-6 213-690-058-2 213-690-059-0 213-690-060-8 213-730-001-4 213-730-002-2 213-730-003-0 213-730-004-8 213-730-005-5 213-730-006-3 213-730-007-1 213-730-008-9 213-730-009-7 213-730-010-5 213-730-011-3 213-730-012-1 213-730-013-9 213-730-014-7 213-730-015-4 213-730-016-2 213-730-017-0 213-730-018-8 213-730-019-6 213-730-020-4 213-730-021-2 213-730-022-0 213-730-023-8 213-730-024-6 213-730-025-3 213-730-026-1 213-730-027-9 213-730-028-7 213-730-029-5 213-730-030-3 213-730-031-1 213-730-032-9 213-730-033-7 213-730-034-5 213-730-035-2 213-730-036-0 213-730-037-8 213-730-038-6 213-730-039-4 213-730-040-2 213-730-041-0 213-730-042-8 213-730-043-6 213-730-044-4 213-730-045-1 213-730-046-9 213-730-047-7 213-730-048-5 213-730-049-3 213-730-050-1 213-730-051-9 213-730-052-7 213-730-053-5 213-730-054-3 213-730-055-0 213-730-056-8 213-730-057-6 213-730-058-4 213-730-059-2 213-730-060-0 213-730-061-8 213-730-062-6 213-730-063-4 213-730-064-2 213-730-065-9 213-730-066-7 213-730-067-5 213-730-068-3 213-730-069-1 213-730-070-9 213-730-071-7 213-730-072-5 213-730-073-3 213-730-074-1 213-730-075-8 213-730-076-6 213-730-077-4 213-730-078-2 213-730-079-0 213-730-080-8 213-730-081-6 213-730-082-4 213-740-001-2 213-740-002-0 213-740-003-8 213-740-004-6 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 18.44 $ 17.64 $ 21.16 $ 20.00 $ 20.00 $ 21.16 $ 23.54 $ 21.16 $ 19.20 $ 20.00 $ 20.00 $ 21.16 $ 20.00 $ 20.00 $ 20.00 $ 21.16 $ 21.16 $ 20.00 $ 20.00 $ 20.00 $ 20.00 $ 19.20 $ 20.00 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 20.00 $ 21.16 $ 21.16 $ 20.00 $ 19.20 $ 20.00 $ 21.16 $ 20.00 $ 27.48 $ 20.00 $ 19.20 $ 19.20 $ 19.20 $ 20.00 $ 20.00 $ 20.00 $ 17.64 $ 21.58 $ 21.58 $ 21.58 $ 21.58 $ 21.58 $ 21.58 $ 21.58 $ 21.58 $ 21.58 $ 21.58 $ 21.58 $ 21.58 $ 21.58 $ 21.58 $ 21.58 $ 21.58 $ 21.58 $ 21.58 $ 21.58 $ 21.58 $ 21.58 $ 21.58 $ 21.58 $ 21.58 $ 21.58 $ 21.58 $ 21.58 $ 21.58 $ 21.58 $ 21.58 $ 21.58 $ 21.58 $ 16.78 $ 16.78 $ 16.78 $ 16.78 $ 16.78 $ 16.78 $ 16.78 $ 16.78 $ 16.78 $ 16.78 $ 16.78 $ 16.78 $ 16.78 $ 16.78 $ 16.78 $ 16.78 $ 16.78 $ 16.78 $ 16.78 $ 16.78 $ 16.78 $ 16.78 $ 16.78 $ 16.78 $ 16.78 $ 16.78 $ 16.78 $ 16.78 $ 16.78 $ 16.78 $ 16.78 $ 16.78 $ 16.78 $ 16.78 $ 16.78 $ 16.78 $ 16.78 $ 16.78 $ 16.78 $ 16.78 $ 21.58 $ 21.58 $ 21.58 $ 21.58 $ 21.58 $ 21.58 $ 21.58 $ 21.58 $ 19.20 $ 19.20 $ 19.20 $ 19.20 DA DA DA DA Drainage Area Benefit Assessment Proposed Fees for Lien Year 2019 06/03/19 Page 37 of 50 75A 75A 75A 75A 213-740-005-3 213-740-006-1 213-740-007-9 213-740-008-7 213-740-009-5 213-740-010-3 213-740-011-1 213-740-012-9 213-740-013-7 213-740-014-5 213-740-015-2 213-740-016-0 213-740-017-8 213-740-018-6 213-740-019-4 213-740-020-2 213-740-021-0 213-740-022-8 213-740-023-6 213-740-024-4 213-740-025-1 213-740-026-9 213-740-027-7 213-740-028-5 213-740-029-3 213-740-030-1 213-740-031-9 213-740-032-7 213-740-033-5 213-740-034-3 213-740-035-0 213-740-036-8 213-740-037-6 213-740-038-4 213-740-039-2 213-740-040-0 213-740-041-8 213-740-042-6 213-740-043-4 213-740-044-2 213-740-045-9 213-740-046-7 213-740-047-5 213-740-048-3 213-740-049-1 213-740-050-9 213-740-051-7 213-740-052-5 213-740-053-3 213-740-054-1 213-740-055-8 213-740-056-6 213-740-057-4 213-740-058-2 213-740-059-0 213-740-060-8 213-740-061-6 213-740-062-4 213-740-063-2 213-740-064-0 213-740-065-7 213-740-066-5 213-740-067-3 213-740-068-1 213-740-069-9 213-740-070-7 213-740-071-5 213-740-072-3 213-740-073-1 213-740-074-9 213-740-075-6 213-740-076-4 213-740-077-2 213-740-078-0 213-740-079-8 213-740-080-6 213-740-081-4 213-740-082-2 213-740-083-0 213-740-084-8 213-740-085-5 213-740-086-3 213-740-087-1 213-740-088-9 213-740-089-7 213-740-090-5 213-740-091-3 213-740-092-1 213-740-093-9 213-740-094-7 213-740-095-4 213-740-096-2 213-740-097-0 213-740-098-8 213-740-099-6 213-740-100-2 213-740-101-0 213-740-102-8 213-740-103-6 213-740-104-4 213-740-105-1 213-740-106-9 213-740-107-7 213-740-108-5 213-750-002-7 213-750-003-5 213-750-011-8 213-750-012-6 213-750-013-4 213-760-001-7 213-760-002-5 213-760-003-3 213-760-004-1 213-760-005-8 213-760-006-6 213-760-007-4 213-760-008-2 213-760-009-0 213-760-010-8 213-760-011-6 213-760-012-4 213-760-013-2 213-760-014-0 213-760-015-7 213-760-016-5 213-760-017-3 213-760-018-1 213-760-019-9 213-760-020-7 213-760-021-5 213-760-022-3 213-760-023-1 213-760-024-9 213-760-025-6 213-760-026-4 213-760-027-2 213-760-028-0 213-760-029-8 213-760-030-6 213-760-031-4 213-760-032-2 213-760-033-0 213-760-034-8 213-760-035-5 213-760-036-3 213-760-037-1 213-760-038-9 213-760-039-7 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 74.68 $ 74.68 $ 1,185.98 $ 2,696.02 $ 7,751.06 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 DA DA DA DA Drainage Area Benefit Assessment Proposed Fees for Lien Year 2019 06/03/19 Page 38 of 50 75A 75A 75A 75A 213-760-040-5 213-760-041-3 213-760-042-1 213-760-043-9 213-760-044-7 213-760-045-4 213-760-046-2 213-760-047-0 213-760-048-8 213-760-049-6 213-760-050-4 213-760-051-2 213-760-052-0 213-760-053-8 213-760-054-6 213-760-055-3 213-760-056-1 213-760-057-9 213-760-058-7 213-760-059-5 213-760-060-3 213-760-061-1 213-760-062-9 213-760-063-7 213-760-064-5 213-760-065-2 213-760-066-0 213-760-067-8 213-760-068-6 213-760-069-4 213-760-070-2 213-760-071-0 213-760-072-8 213-760-073-6 213-760-074-4 213-760-075-1 213-760-076-9 213-760-077-7 213-760-078-5 213-760-079-3 213-760-080-1 213-760-081-9 213-760-082-7 213-760-083-5 213-760-084-3 213-760-085-0 213-760-086-8 213-760-087-6 213-760-088-4 213-760-089-2 213-760-090-0 213-760-091-8 213-760-092-6 213-760-093-4 213-760-094-2 213-760-095-9 213-760-096-7 213-760-097-5 213-760-098-3 213-760-099-1 213-760-100-7 213-760-101-5 213-760-102-3 213-760-103-1 213-760-104-9 213-760-105-6 213-760-106-4 213-760-107-2 213-760-108-0 213-760-109-8 213-760-110-6 213-760-111-4 213-760-112-2 213-760-113-0 213-760-114-8 213-760-115-5 213-760-116-3 213-760-117-1 213-810-001-7 213-810-002-5 213-810-003-3 213-810-004-1 213-810-005-8 213-810-006-6 213-810-007-4 213-810-008-2 213-810-009-0 213-810-010-8 213-810-011-6 213-810-012-4 213-810-013-2 213-810-014-0 213-810-015-7 213-810-016-5 213-810-017-3 213-810-018-1 213-810-019-9 213-810-020-7 213-810-021-5 213-810-022-3 213-810-023-1 213-810-024-9 213-810-025-6 213-810-026-4 213-810-027-2 213-810-028-0 213-810-029-8 213-810-030-6 213-810-031-4 213-810-032-2 213-810-033-0 213-810-034-8 213-810-035-5 213-810-036-3 213-810-037-1 213-810-038-9 213-810-039-7 213-810-040-5 213-810-041-3 213-810-042-1 213-810-043-9 213-810-044-7 213-810-045-4 213-810-046-2 213-810-047-0 213-810-048-8 213-810-049-6 213-810-050-4 213-810-051-2 213-810-052-0 213-810-053-8 213-810-054-6 213-810-055-3 213-810-056-1 213-810-057-9 213-810-058-7 213-810-059-5 213-810-060-3 213-810-061-1 213-810-062-9 213-810-063-7 213-810-064-5 213-810-065-2 213-810-066-0 213-810-067-8 213-810-068-6 213-810-069-4 213-810-070-2 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 18.44 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 18.44 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 19.20 $ 21.16 $ 18.44 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 18.44 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 18.44 $ 18.44 $ 17.64 $ 17.64 $ 17.64 $ 12.60 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 DA DA DA DA Drainage Area Benefit Assessment Proposed Fees for Lien Year 2019 06/03/19 Page 39 of 50 75A 75A 75A 75A 213-810-071-0 213-810-072-8 213-810-073-6 213-810-074-4 213-810-075-1 213-810-076-9 213-810-077-7 213-810-078-5 213-810-079-3 213-810-080-1 213-810-081-9 213-810-082-7 213-810-083-5 213-810-084-3 213-810-085-0 213-810-086-8 213-810-087-6 213-810-088-4 213-810-089-2 213-810-090-0 213-810-091-8 213-810-092-6 213-810-093-4 213-810-094-2 213-810-095-9 213-810-096-7 213-810-097-5 213-810-098-3 213-810-099-1 213-810-100-7 213-810-101-5 213-810-102-3 213-810-103-1 213-810-104-9 213-810-105-6 213-810-106-4 213-810-107-2 213-810-108-0 213-810-124-7 213-810-125-4 213-810-126-2 213-810-127-0 213-810-128-8 213-810-129-6 213-810-130-4 213-810-131-2 213-810-132-0 213-810-133-8 213-810-134-6 213-810-135-3 213-810-136-1 213-810-137-9 213-810-138-7 213-810-139-5 213-810-140-3 213-820-001-5 213-820-002-3 213-820-003-1 213-820-004-9 213-820-005-6 213-820-006-4 213-820-007-2 213-820-008-0 213-820-009-8 213-820-010-6 213-820-011-4 213-820-012-2 213-820-013-0 213-820-014-8 213-820-015-5 213-820-016-3 213-820-017-1 213-820-018-9 213-820-019-7 213-820-020-5 213-820-021-3 213-820-022-1 213-820-023-9 213-820-024-7 213-820-025-4 213-820-026-2 213-820-027-0 213-820-028-8 213-820-029-6 213-820-030-4 213-820-031-2 213-820-032-0 213-820-033-8 213-820-034-6 213-820-035-3 213-820-036-1 213-820-037-9 213-820-038-7 213-820-039-5 213-820-040-3 213-820-041-1 213-820-042-9 213-820-043-7 213-820-044-5 213-820-045-2 213-820-046-0 213-820-047-8 213-820-048-6 213-820-049-4 213-820-050-2 213-820-051-0 213-820-052-8 213-820-053-6 213-820-054-4 213-820-055-1 213-820-056-9 213-820-057-7 213-820-058-5 213-820-059-3 213-820-060-1 213-820-061-9 213-820-062-7 213-820-063-5 213-820-064-3 213-820-065-0 213-820-066-8 213-820-067-6 213-820-068-4 213-820-069-2 213-820-070-0 213-820-071-8 213-820-072-6 213-820-073-4 213-820-074-2 213-820-075-9 213-820-076-7 213-820-077-5 213-820-078-3 213-820-079-1 213-820-080-9 213-820-081-7 213-820-082-5 213-820-083-3 213-820-084-1 213-820-085-8 213-820-086-6 213-820-087-4 213-820-088-2 213-820-089-0 213-820-090-8 213-820-091-6 213-830-001-3 213-830-002-1 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 12.60 $ 12.60 DA DA DA DA Drainage Area Benefit Assessment Proposed Fees for Lien Year 2019 06/03/19 Page 40 of 50 75A 75A 75A 75A 213-830-003-9 213-830-004-7 213-830-005-4 213-830-006-2 213-830-007-0 213-830-008-8 213-830-009-6 213-830-010-4 213-830-011-2 213-830-012-0 213-830-013-8 213-830-014-6 213-830-015-3 213-830-016-1 213-830-017-9 213-830-018-7 213-830-019-5 213-830-020-3 213-830-021-1 213-830-022-9 213-830-023-7 213-830-024-5 213-830-025-2 213-830-026-0 213-830-027-8 213-830-028-6 213-830-029-4 213-830-030-2 213-830-031-0 213-830-032-8 213-830-033-6 213-830-034-4 213-830-035-1 213-830-036-9 213-830-037-7 213-830-038-5 213-830-039-3 213-830-040-1 213-830-041-9 213-830-042-7 213-830-043-5 213-830-044-3 213-830-045-0 213-830-046-8 213-830-047-6 213-830-048-4 213-830-049-2 213-830-050-0 213-830-051-8 213-830-052-6 213-830-053-4 213-830-054-2 213-830-055-9 213-830-056-7 213-830-057-5 213-830-058-3 213-830-059-1 213-830-060-9 213-830-061-7 213-830-062-5 213-830-063-3 213-830-064-1 213-830-065-8 213-830-066-6 213-830-067-4 213-830-068-2 213-830-069-0 213-830-070-8 213-830-071-6 213-840-001-1 213-840-009-4 213-840-011-0 213-840-012-8 213-840-013-6 213-840-014-4 213-840-015-1 213-840-016-9 213-840-017-7 213-840-018-5 213-840-019-3 213-840-020-1 213-840-021-9 213-840-022-7 213-850-001-8 213-850-002-6 213-850-003-4 213-850-004-2 213-850-005-9 213-850-006-7 213-850-007-5 213-850-010-9 213-850-011-7 213-850-012-5 213-850-013-3 213-850-014-1 213-850-015-8 213-850-016-6 213-850-017-4 213-850-018-2 213-850-019-0 213-850-020-8 213-850-021-6 213-850-022-4 213-850-023-2 213-850-024-0 213-850-025-7 213-850-026-5 213-850-027-3 213-850-028-1 213-850-029-9 213-850-030-7 213-850-031-5 213-850-032-3 213-850-033-1 213-850-034-9 213-850-035-6 213-850-036-4 213-850-037-2 213-850-038-0 213-850-039-8 213-850-040-6 213-850-041-4 213-850-042-2 213-850-043-0 213-850-044-8 213-850-045-5 213-850-046-3 213-850-047-1 213-850-048-9 213-850-049-7 213-850-050-5 213-850-051-3 213-850-052-1 213-850-053-9 213-850-054-7 213-850-055-4 213-850-056-2 213-850-057-0 213-850-058-8 213-850-059-6 213-850-060-4 213-850-061-2 213-850-062-0 213-850-063-8 213-850-064-6 213-850-065-3 213-850-066-1 213-850-067-9 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 33.42 $ 15.38 $ 11.58 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 13.48 $ 19.20 $ 19.20 $ 8.36 $ 5.38 $ 19.20 $ 18.44 $ 18.44 $ 18.44 $ 17.64 $ 21.16 $ 18.44 $ 20.00 $ 18.44 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 18.44 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 18.44 $ 20.00 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 19.20 $ 18.44 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 18.44 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 18.44 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 DA DA DA DA Drainage Area Benefit Assessment Proposed Fees for Lien Year 2019 06/03/19 Page 41 of 50 75A 75A 75A 75A 213-850-068-7 213-850-069-5 213-850-070-3 213-850-071-1 213-850-072-9 213-850-073-7 213-850-074-5 213-850-075-2 213-850-076-0 213-850-077-8 213-850-078-6 213-850-079-4 213-850-080-2 213-850-081-0 213-850-082-8 213-850-083-6 213-850-086-9 213-850-087-7 213-910-001-6 213-910-002-4 213-910-003-2 213-910-004-0 213-910-005-7 213-910-006-5 213-910-007-3 213-910-008-1 213-920-001-4 213-920-002-2 213-920-003-0 213-920-004-8 213-920-005-5 213-920-006-3 213-920-007-1 213-920-008-9 213-920-009-7 213-920-010-5 213-920-011-3 213-920-012-1 213-920-013-9 213-920-014-7 213-920-015-4 213-920-016-2 213-920-017-0 213-920-018-8 213-920-019-6 213-920-020-4 213-920-021-2 213-920-022-0 213-920-023-8 213-920-024-6 213-920-025-3 213-920-026-1 213-920-027-9 213-920-028-7 213-920-029-5 213-920-030-3 213-920-031-1 213-920-032-9 213-920-033-7 213-920-034-5 213-920-035-2 213-920-036-0 213-920-037-8 213-920-038-6 213-920-039-4 213-920-040-2 213-920-041-0 213-920-042-8 213-920-043-6 213-920-044-4 213-920-045-1 213-920-046-9 213-920-047-7 213-920-048-5 213-920-049-3 213-920-050-1 213-920-051-9 213-920-052-7 213-920-053-5 213-920-054-3 213-920-055-0 213-920-056-8 213-920-057-6 213-920-058-4 213-920-059-2 213-920-060-0 213-920-061-8 213-920-062-6 213-920-063-4 213-920-064-2 213-920-065-9 213-920-066-7 213-920-067-5 213-920-068-3 213-920-069-1 213-920-070-9 213-920-071-7 213-920-072-5 213-920-073-3 213-920-074-1 213-920-075-8 213-920-076-6 213-920-077-4 213-920-078-2 213-920-079-0 213-920-080-8 213-920-081-6 213-920-082-4 213-920-083-2 213-920-084-0 213-920-085-7 213-920-086-5 213-920-087-3 217-050-007-4 217-050-026-4 217-050-027-2 217-070-001-3 217-070-002-1 217-070-003-9 217-070-004-7 217-070-005-4 217-070-006-2 217-070-007-0 217-070-008-8 217-070-009-6 217-070-010-4 217-070-011-2 217-070-012-0 217-070-013-8 217-070-014-6 217-070-015-3 217-070-016-1 217-070-017-9 217-070-018-7 217-070-019-5 217-070-020-3 217-070-021-1 217-070-022-9 217-070-023-7 217-070-024-5 217-070-025-2 217-070-026-0 217-070-027-8 217-070-028-6 217-070-029-4 217-070-030-2 217-070-031-0 217-070-032-8 $ 18.44 $ 18.44 $ 17.64 $ 17.64 $ 17.64 $ 20.00 $ 17.64 $ 18.44 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 228.74 $ 926.52 $ 23.54 $ 20.00 $ 20.00 $ 20.00 $ 20.00 $ 18.44 $ 18.44 $ 18.44 $ 19.20 $ 20.00 $ 19.20 $ 18.44 $ 20.00 $ 21.16 $ 20.00 $ 23.54 $ 27.48 $ 20.00 $ 19.20 $ 20.00 $ 21.16 $ 21.16 $ 21.16 $ 21.16 $ 21.16 $ 23.54 $ 21.16 $ 21.16 $ 21.16 $ 21.16 $ 21.16 $ 23.54 DA DA DA DA Drainage Area Benefit Assessment Proposed Fees for Lien Year 2019 06/03/19 Page 42 of 50 75A 75A 75A 75A 217-070-033-6 217-070-034-4 217-070-035-1 217-070-036-9 217-070-037-7 217-070-038-5 217-070-048-4 217-070-049-2 217-070-050-0 217-070-051-8 217-070-052-6 217-070-053-4 217-070-054-2 217-070-055-9 217-081-009-3 217-081-010-1 217-081-011-9 217-081-012-7 217-081-013-5 217-081-014-3 217-081-015-0 217-081-016-8 217-081-017-6 217-081-018-4 217-081-019-2 217-081-020-0 217-081-021-8 217-081-022-6 217-081-023-4 217-081-024-2 217-081-025-9 217-081-026-7 217-081-027-5 217-081-028-3 217-081-029-1 217-081-030-9 217-081-031-7 217-081-032-5 217-081-033-3 217-081-034-1 217-081-035-8 217-081-036-6 217-081-037-4 217-081-038-2 217-081-039-0 217-081-050-7 217-081-051-5 217-081-052-3 217-081-053-1 217-081-054-9 217-081-055-6 217-081-056-4 217-081-057-2 217-081-058-0 217-081-059-8 217-081-061-4 217-081-062-2 217-081-063-0 217-081-064-8 217-081-065-5 217-081-066-3 217-081-067-1 217-081-068-9 217-082-001-9 217-082-002-7 217-082-003-5 217-082-004-3 217-082-005-0 217-082-006-8 217-082-007-6 217-082-008-4 217-091-001-8 217-091-008-3 217-091-009-1 217-091-010-9 217-091-011-7 217-091-012-5 217-091-013-3 217-091-014-1 217-091-015-8 217-091-016-6 217-091-017-4 217-091-018-2 217-091-019-0 217-091-020-8 217-091-021-6 217-091-022-4 217-091-023-2 217-091-024-0 217-091-025-7 217-091-026-5 217-091-027-3 217-092-001-7 217-092-002-5 217-092-003-3 217-092-004-1 217-092-005-8 217-092-006-6 217-092-007-4 217-092-008-2 217-092-009-0 217-092-010-8 217-093-001-6 217-093-002-4 217-093-003-2 217-093-004-0 217-093-005-7 217-093-006-5 217-093-007-3 217-093-008-1 217-093-009-9 217-093-010-7 217-093-011-5 217-101-001-6 217-101-002-4 217-101-003-2 217-101-004-0 217-101-005-7 217-101-006-5 217-101-007-3 217-101-008-1 217-101-009-9 217-101-010-7 217-101-011-5 217-102-001-5 217-102-002-3 217-102-003-1 217-102-004-9 217-102-005-6 217-102-006-4 217-102-007-2 217-102-008-0 217-102-009-8 217-102-010-6 217-102-011-4 217-102-014-8 217-102-016-3 217-102-017-1 217-102-018-9 217-102-019-7 217-102-020-5 217-102-021-3 217-102-022-1 217-102-023-9 217-102-024-7 217-102-025-4 217-102-026-2 217-103-001-4 $ 19.20 $ 19.20 $ 19.20 $ 21.16 $ 19.20 $ 19.20 $ 21.16 $ 20.00 $ 20.00 $ 20.00 $ 19.20 $ 20.00 $ 20.00 $ 21.16 $ 23.54 $ 23.54 $ 21.16 $ 20.00 $ 18.44 $ 19.20 $ 23.54 $ 27.48 $ 23.54 $ 20.00 $ 20.00 $ 21.16 $ 27.48 $ 27.48 $ 21.16 $ 20.00 $ 20.00 $ 20.00 $ 19.20 $ 19.20 $ 19.20 $ 20.00 $ 20.00 $ 19.20 $ 19.20 $ 21.16 $ 20.00 $ 20.00 $ 19.20 $ 20.00 $ 21.16 $ 21.16 $ 20.00 $ 20.00 $ 20.00 $ 21.16 $ 19.20 $ 18.44 $ 18.44 $ 18.44 $ 18.44 $ 18.44 $ 18.44 $ 18.44 $ 20.00 $ 21.16 $ 20.00 $ 19.20 $ 21.16 $ 20.00 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 20.00 $ 20.00 $ 19.20 $ 20.00 $ 20.00 $ 21.16 $ 20.00 $ 20.00 $ 20.00 $ 20.00 $ 20.00 $ 20.00 $ 20.00 $ 19.20 $ 19.20 $ 19.20 $ 20.00 $ 21.16 $ 20.00 $ 20.00 $ 20.00 $ 20.00 $ 19.20 $ 21.16 $ 23.54 $ 21.16 $ 21.16 $ 20.00 $ 21.16 $ 21.16 $ 20.00 $ 20.00 $ 19.20 $ 20.00 $ 19.20 $ 19.20 $ 19.20 $ 20.00 $ 21.16 $ 20.00 $ 21.16 $ 20.00 $ 27.48 $ 27.48 $ 19.20 $ 19.20 $ 20.00 $ 20.00 $ 20.00 $ 20.00 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 20.00 $ 20.00 $ 20.00 $ 21.16 $ 20.00 $ 20.00 $ 20.00 $ 20.00 $ 19.20 $ 19.20 $ 19.20 $ 20.00 $ 27.48 $ 27.48 $ 27.48 $ 23.54 $ 23.54 $ 23.54 $ 23.54 $ 23.54 $ 21.16 $ 20.00 $ 27.48 $ 19.20 DA DA DA DA Drainage Area Benefit Assessment Proposed Fees for Lien Year 2019 06/03/19 Page 43 of 50 75A 75A 75A 75A 217-103-002-2 217-103-003-0 217-103-004-8 217-103-005-5 217-103-006-3 217-103-007-1 217-103-008-9 217-103-009-7 217-103-010-5 217-111-001-4 217-111-002-2 217-111-003-0 217-111-004-8 217-111-005-5 217-111-006-3 217-111-007-1 217-111-008-9 217-111-009-7 217-111-010-5 217-112-001-3 217-112-002-1 217-112-003-9 217-112-004-7 217-112-005-4 217-112-006-2 217-112-007-0 217-112-008-8 217-112-009-6 217-112-010-4 217-112-011-2 217-113-001-2 217-113-002-0 217-113-005-3 217-113-006-1 217-113-008-7 217-114-001-1 217-114-002-9 217-114-003-7 217-114-004-5 217-114-005-2 217-114-006-0 217-114-007-8 217-114-008-6 217-121-001-2 217-121-002-0 217-121-003-8 217-121-004-6 217-121-005-3 217-121-006-1 217-121-007-9 217-121-008-7 217-121-009-5 217-121-010-3 217-121-011-1 217-122-002-9 217-122-003-7 217-122-004-5 217-122-005-2 217-122-006-0 217-122-007-8 217-122-008-6 217-122-009-4 217-122-010-2 217-122-011-0 217-122-012-8 217-122-013-6 217-131-001-0 217-131-002-8 217-131-003-6 217-131-004-4 217-131-005-1 217-131-006-9 217-131-007-7 217-131-008-5 217-131-009-3 217-131-010-1 217-131-011-9 217-131-012-7 217-131-013-5 217-131-014-3 217-131-015-0 217-131-016-8 217-131-017-6 217-131-018-4 217-131-019-2 217-131-020-0 217-131-021-8 217-131-022-6 217-131-023-4 217-131-024-2 217-132-001-9 217-132-003-5 217-132-004-3 217-132-005-0 217-132-006-8 217-132-007-6 217-132-008-4 217-132-009-2 217-132-010-0 217-132-011-8 217-132-012-6 217-132-015-9 217-132-016-7 217-132-019-1 217-132-022-5 217-132-023-3 217-132-025-8 217-132-026-6 217-132-027-4 217-132-028-2 217-132-029-0 217-132-030-8 217-132-031-6 217-200-005-7 217-200-006-5 217-200-007-3 217-200-008-1 217-200-009-9 217-200-010-7 217-200-011-5 217-200-012-3 217-200-013-1 217-200-014-9 217-200-015-6 217-200-016-4 217-200-017-2 217-200-018-0 217-200-019-8 217-200-020-6 217-200-021-4 217-200-022-2 217-200-025-5 217-200-026-3 217-200-039-6 217-200-040-4 217-210-007-1 217-210-008-9 217-210-009-7 217-210-010-5 217-210-011-3 217-210-012-1 217-210-013-9 217-210-014-7 217-210-015-4 217-210-016-2 217-210-017-0 217-210-018-8 217-210-019-6 $ 19.20 $ 21.16 $ 20.00 $ 19.20 $ 21.16 $ 21.16 $ 19.20 $ 21.16 $ 21.16 $ 19.20 $ 19.20 $ 19.20 $ 20.00 $ 20.00 $ 20.00 $ 19.20 $ 23.54 $ 19.20 $ 21.16 $ 20.00 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 21.16 $ 20.00 $ 20.00 $ 21.16 $ 21.16 $ 20.00 $ 50.56 $ 20.00 $ 20.00 $ 19.20 $ 23.54 $ 20.00 $ 20.00 $ 21.16 $ 21.16 $ 19.20 $ 20.00 $ 20.00 $ 19.20 $ 21.16 $ 21.16 $ 19.20 $ 19.20 $ 19.20 $ 20.00 $ 20.00 $ 20.00 $ 20.00 $ 21.16 $ 21.16 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 20.00 $ 23.54 $ 23.54 $ 19.20 $ 20.00 $ 19.20 $ 21.16 $ 27.48 $ 27.48 $ 23.54 $ 21.16 $ 20.00 $ 21.16 $ 19.20 $ 19.20 $ 20.00 $ 21.16 $ 27.48 $ 27.48 $ 23.54 $ 19.20 $ 21.16 $ 20.00 $ 20.00 $ 19.20 $ 21.16 $ 23.54 $ 21.16 $ 19.20 $ 19.20 $ 19.20 $ 20.00 $ 20.00 $ 20.00 $ 21.16 $ 20.00 $ 20.00 $ 21.16 $ 21.16 $ 19.20 $ 20.00 $ 20.00 $ 23.54 $ 23.54 $ 21.16 $ 20.00 $ 21.16 $ 21.16 $ 19.20 $ 21.16 $ 19.20 $ 18.44 $ 18.44 $ 18.44 $ 17.64 $ 17.64 $ 18.44 $ 20.00 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 20.00 $ 23.54 $ 19.20 $ 17.64 $ 18.44 $ 17.64 $ 17.64 $ 18.44 $ 18.44 $ 18.44 $ 18.44 $ 18.44 $ 18.44 $ 18.44 $ 20.00 $ 20.00 $ 18.44 $ 18.44 $ 17.64 $ 18.44 $ 18.44 DA DA DA DA Drainage Area Benefit Assessment Proposed Fees for Lien Year 2019 06/03/19 Page 44 of 50 75A 75A 75A 75A 217-210-020-4 217-210-021-2 217-210-025-3 217-210-026-1 217-210-027-9 217-210-028-7 217-210-029-5 217-210-030-3 217-210-031-1 217-210-032-9 217-210-033-7 217-210-034-5 217-210-035-2 217-210-036-0 217-210-037-8 217-210-038-6 217-210-039-4 217-210-040-2 217-210-041-0 217-210-042-8 217-210-043-6 217-210-044-4 217-210-045-1 217-210-046-9 217-210-047-7 217-210-048-5 217-210-049-3 217-210-050-1 217-210-055-0 217-210-056-8 217-210-057-6 217-210-058-4 217-210-059-2 217-210-060-0 217-210-061-8 217-210-062-6 217-210-063-4 217-210-064-2 217-210-065-9 217-210-066-7 217-210-069-1 217-210-070-9 217-210-071-7 217-210-072-5 217-210-073-3 217-210-074-1 217-210-075-8 217-210-076-6 217-210-077-4 217-210-078-2 217-210-087-3 217-210-088-1 217-210-090-7 217-210-091-5 217-210-092-3 217-210-093-1 217-210-094-9 217-210-095-6 217-210-108-7 217-220-041-8 217-220-042-6 217-220-043-4 217-220-044-2 217-220-045-9 217-220-046-7 217-220-047-5 217-220-057-4 217-220-058-2 217-220-063-2 217-220-064-0 217-220-065-7 217-220-066-5 217-220-082-2 217-220-083-0 217-220-084-8 217-220-085-5 217-220-086-3 217-220-087-1 217-220-099-6 217-220-100-2 217-220-101-0 217-220-102-8 217-220-103-6 217-220-104-4 217-220-105-1 217-220-106-9 217-220-107-7 217-220-108-5 217-220-109-3 217-220-110-1 217-220-111-9 217-220-112-7 217-220-113-5 217-220-114-3 217-220-115-0 217-220-116-8 217-220-117-6 217-220-118-4 217-220-119-2 217-220-120-0 217-220-121-8 217-220-122-6 217-220-123-4 217-220-124-2 217-220-125-9 217-220-126-7 217-220-127-5 217-220-128-3 217-220-129-1 217-220-130-9 217-220-131-7 217-220-132-5 217-220-133-3 217-220-134-1 217-220-136-6 217-220-137-4 217-220-138-2 217-220-139-0 217-220-144-0 217-220-145-7 217-220-146-5 217-220-147-3 217-220-148-1 217-220-149-9 217-220-150-7 217-220-151-5 217-220-152-3 217-220-153-1 217-220-154-9 217-220-155-6 217-220-156-4 217-220-157-2 217-220-158-0 217-220-159-8 217-220-160-6 217-220-161-4 217-220-162-2 217-220-163-0 217-230-013-5 217-230-014-3 217-230-015-0 217-230-016-8 217-230-017-6 217-230-018-4 217-230-019-2 217-230-038-2 217-230-039-0 217-230-040-8 $ 20.00 $ 21.16 $ 19.20 $ 20.00 $ 23.54 $ 27.48 $ 23.54 $ 20.00 $ 19.20 $ 19.20 $ 19.20 $ 21.16 $ 21.16 $ 21.16 $ 20.00 $ 21.16 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 20.00 $ 18.44 $ 17.64 $ 17.64 $ 17.64 $ 18.44 $ 18.44 $ 18.44 $ 18.44 $ 18.44 $ 18.44 $ 17.64 $ 17.64 $ 18.44 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 18.44 $ 17.64 $ 18.44 $ 18.44 $ 18.44 $ 21.16 $ 20.00 $ 19.20 $ 18.44 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 17.64 $ 17.64 $ 17.64 DA DA DA DA Drainage Area Benefit Assessment Proposed Fees for Lien Year 2019 06/03/19 Page 45 of 50 75A 75A 75A 75A 217-230-041-6 217-230-042-4 217-230-043-2 217-230-044-0 217-230-045-7 217-230-046-5 217-230-047-3 217-230-048-1 217-230-049-9 217-230-050-7 217-230-051-5 217-230-052-3 217-230-053-1 217-230-054-9 217-230-055-6 217-230-056-4 217-230-057-2 217-230-058-0 217-230-059-8 217-230-060-6 217-230-061-4 217-230-062-2 217-230-063-0 217-230-064-8 217-230-065-5 217-230-066-3 217-230-067-1 217-230-068-9 217-230-069-7 217-230-070-5 217-230-071-3 217-230-072-1 217-230-073-9 217-230-074-7 217-230-075-4 217-230-076-2 217-230-077-0 217-230-078-8 217-230-079-6 217-230-080-4 217-230-081-2 217-230-082-0 217-230-083-8 217-230-087-9 217-230-088-7 217-230-089-5 217-230-090-3 217-230-091-1 217-230-092-9 217-230-093-7 217-230-094-5 217-230-095-2 217-230-096-0 217-230-097-8 217-230-098-6 217-230-099-4 217-230-100-0 217-230-101-8 217-230-102-6 217-230-103-4 217-230-106-7 217-230-108-3 217-230-109-1 217-230-110-9 217-230-111-7 217-230-112-5 217-230-113-3 217-230-114-1 217-230-115-8 217-230-116-6 217-230-117-4 217-230-118-2 217-230-119-0 217-240-001-8 217-240-002-6 217-240-003-4 217-240-004-2 217-240-005-9 217-240-006-7 217-240-007-5 217-240-008-3 217-240-009-1 217-240-010-9 217-240-011-7 217-240-012-5 217-240-013-3 217-240-014-1 217-240-015-8 217-240-016-6 217-240-017-4 217-240-018-2 217-260-001-3 217-260-002-1 217-260-003-9 217-260-004-7 217-260-005-4 217-260-006-2 217-260-007-0 217-260-008-8 217-260-009-6 217-260-010-4 217-260-011-2 217-260-012-0 217-260-013-8 217-260-014-6 217-260-015-3 217-260-016-1 217-260-017-9 217-260-018-7 217-260-019-5 217-260-020-3 217-260-021-1 217-260-022-9 217-260-023-7 217-260-024-5 217-260-025-2 217-260-026-0 217-260-027-8 217-260-028-6 217-260-029-4 217-260-030-2 217-260-031-0 217-260-032-8 217-260-033-6 217-260-034-4 217-260-035-1 217-260-036-9 217-260-037-7 217-260-038-5 217-260-039-3 217-260-040-1 217-260-041-9 217-260-042-7 217-260-043-5 217-260-044-3 217-260-045-0 217-260-046-8 217-260-047-6 217-260-048-4 217-260-049-2 217-260-050-0 217-260-051-8 217-260-052-6 217-260-053-4 217-260-054-2 217-260-055-9 217-260-056-7 217-280-001-9 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 20.00 $ 19.20 $ 18.44 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 19.20 $ 17.64 $ 17.64 $ 17.64 $ 18.44 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 17.64 $ 16.78 $ 16.78 $ 16.78 $ 16.78 $ 16.78 $ 16.78 $ 16.78 $ 16.78 $ 16.78 $ 16.78 $ 16.78 $ 16.78 $ 11.34 $ 11.34 $ 11.34 $ 11.34 $ 11.34 $ 11.34 $ 11.34 $ 11.34 $ 11.34 $ 11.34 $ 11.34 $ 11.34 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.04 $ 12.04 $ 12.04 $ 12.04 $ 12.04 $ 12.04 $ 12.04 $ 12.04 $ 12.04 $ 11.10 $ 11.10 $ 11.10 $ 11.10 $ 11.10 $ 11.10 $ 11.10 $ 11.10 $ 11.10 $ 14.44 DA DA DA DA Drainage Area Benefit Assessment Proposed Fees for Lien Year 2019 06/03/19 Page 46 of 50 75A 75A 75A 75A 76A 217-280-002-7 217-280-003-5 217-280-004-3 217-280-005-0 217-280-006-8 217-280-007-6 217-280-008-4 217-280-009-2 217-280-010-0 217-280-011-8 217-280-012-6 217-280-013-4 217-280-014-2 217-280-015-9 217-280-016-7 217-280-017-5 217-280-018-3 217-280-019-1 217-280-020-9 217-280-021-7 217-280-022-5 217-280-023-3 217-280-024-1 217-280-025-8 217-280-026-6 217-280-027-4 217-290-001-7 217-290-002-5 217-290-003-3 217-290-004-1 217-290-005-8 217-290-006-6 217-290-007-4 217-290-008-2 217-290-009-0 217-290-010-8 217-290-011-6 217-290-012-4 217-290-013-2 217-290-014-0 217-290-015-7 217-290-016-5 217-290-017-3 217-290-018-1 217-290-019-9 217-290-020-7 217-290-021-5 217-290-022-3 217-290-023-1 217-290-024-9 217-290-025-6 217-290-026-4 217-290-027-2 217-290-028-0 217-290-029-8 217-290-030-6 217-290-031-4 217-290-032-2 217-290-033-0 217-290-034-8 217-290-035-5 217-290-036-3 217-290-037-1 217-290-038-9 217-290-039-7 217-290-040-5 217-290-041-3 217-290-042-1 217-290-043-9 217-300-001-5 217-300-002-3 217-300-003-1 217-300-004-9 217-300-005-6 217-300-006-4 217-300-007-2 217-300-008-0 217-300-009-8 217-300-010-6 217-300-011-4 217-300-012-2 217-300-013-0 217-300-014-8 217-300-015-5 217-300-016-3 217-300-017-1 217-300-018-9 217-300-019-7 217-300-020-5 217-300-021-3 217-300-022-1 217-300-023-9 217-300-024-7 217-300-025-4 217-300-026-2 217-300-027-0 217-300-028-8 217-300-029-6 217-300-030-4 217-300-031-2 217-300-032-0 217-300-033-8 217-300-034-6 217-300-035-3 217-300-036-1 217-300-037-9 217-300-038-7 217-300-039-5 217-300-040-3 217-300-041-1 217-300-042-9 217-300-043-7 217-300-044-5 217-300-045-2 217-300-046-0 217-300-047-8 217-300-048-6 217-300-049-4 217-300-050-2 217-300-051-0 217-300-052-8 217-300-053-6 217-300-054-4 217-300-055-1 217-300-056-9 187-470-001-4 187-470-002-2 187-470-003-0 187-470-004-8 187-470-005-5 187-470-006-3 187-470-007-1 187-470-008-9 187-470-009-7 187-470-010-5 187-470-011-3 187-470-012-1 187-470-013-9 187-470-014-7 187-490-001-0 187-490-002-8 187-490-003-6 187-490-004-4 187-490-005-1 187-490-006-9 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 16.78 $ 16.78 $ 16.78 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 16.78 $ 16.78 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 14.44 $ 10.96 $ 10.96 $ 10.96 $ 10.96 $ 10.96 $ 10.96 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 12.60 $ 486.62 $ 339.82 $ 407.44 $ 407.44 $ 486.62 $ 407.44 $ 560.56 $ 407.44 $ 407.44 $ 560.56 $ 486.62 $ 560.56 $ 560.56 $ 560.56 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 DA DA DA DA DA Total for DA75A $80,183.56 Drainage Area Benefit Assessment Proposed Fees for Lien Year 2019 06/03/19 Page 47 of 50 76A 76A 76A 76A 187-490-007-7 187-490-008-5 187-490-009-3 187-490-010-1 187-490-011-9 187-490-012-7 187-490-013-5 187-490-014-3 187-490-015-0 187-490-016-8 187-490-017-6 187-490-018-4 187-490-019-2 187-490-020-0 187-490-021-8 187-490-022-6 187-490-023-4 187-490-024-2 187-490-025-9 187-490-026-7 187-490-027-5 187-490-028-3 187-490-029-1 187-490-030-9 187-490-035-8 187-490-036-6 187-490-037-4 187-490-038-2 187-490-039-0 187-490-040-8 187-490-041-6 187-490-042-4 187-490-043-2 187-490-044-0 187-490-045-7 187-490-046-5 187-490-047-3 187-490-048-1 187-490-049-9 187-490-050-7 187-490-051-5 187-490-052-3 187-490-053-1 187-490-054-9 187-490-055-6 187-490-056-4 187-490-057-2 187-490-058-0 187-490-059-8 187-490-060-6 187-490-061-4 187-490-062-2 187-490-063-0 187-500-001-8 187-500-002-6 187-500-003-4 187-500-004-2 187-500-005-9 187-500-006-7 187-500-007-5 187-500-008-3 187-500-009-1 187-500-010-9 187-500-011-7 187-500-012-5 187-500-013-3 187-500-014-1 187-500-015-8 187-500-016-6 187-500-017-4 187-500-018-2 187-500-019-0 187-500-020-8 187-500-021-6 187-500-022-4 187-500-023-2 187-500-024-0 187-500-025-7 187-500-026-5 187-500-027-3 187-500-028-1 187-510-001-6 187-510-002-4 187-510-003-2 187-510-004-0 187-510-005-7 187-510-006-5 187-510-007-3 187-510-008-1 187-510-009-9 187-510-010-7 187-510-012-3 187-510-013-1 187-510-014-9 187-510-015-6 187-510-017-2 187-510-018-0 187-520-001-4 187-520-002-2 187-520-003-0 187-520-004-8 187-520-005-5 187-520-006-3 187-520-007-1 187-520-008-9 187-520-009-7 187-520-010-5 187-520-011-3 187-520-012-1 187-520-013-9 187-520-014-7 187-520-015-4 187-520-016-2 187-520-017-0 187-520-018-8 187-520-019-6 187-520-020-4 187-520-021-2 187-520-022-0 187-520-024-6 187-520-025-3 187-520-026-1 187-520-027-9 187-520-028-7 187-520-029-5 187-520-030-3 187-520-031-1 187-520-032-9 187-520-033-7 187-520-034-5 187-520-035-2 187-520-036-0 187-520-037-8 187-520-038-6 187-531-001-1 187-531-002-9 187-531-003-7 187-531-004-5 187-531-005-2 187-531-006-0 187-531-007-8 187-532-001-0 187-532-002-8 187-532-003-6 187-532-004-4 187-532-005-1 187-532-006-9 187-532-007-7 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 407.44 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 400.64 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 DA DA DA DA Drainage Area Benefit Assessment Proposed Fees for Lien Year 2019 06/03/19 Page 48 of 50 76A 76A 76A 76A 910 187-532-008-5 187-532-009-3 187-532-010-1 187-532-011-9 187-533-001-9 187-533-002-7 187-533-003-5 187-533-004-3 187-534-001-8 187-534-002-6 187-535-001-7 187-536-001-6 187-537-001-5 187-537-002-3 187-537-003-1 187-537-008-0 187-537-010-6 187-537-011-4 187-537-012-2 187-541-001-9 187-541-002-7 187-541-003-5 187-541-004-3 187-542-001-8 187-542-002-6 187-542-003-4 187-542-004-2 187-542-005-9 187-542-006-7 187-542-007-5 187-542-008-3 187-542-009-1 187-542-010-9 187-542-011-7 187-543-001-7 187-543-002-5 187-543-003-3 187-543-004-1 187-544-003-2 187-544-004-0 187-551-001-6 187-551-002-4 187-551-003-2 187-551-006-5 187-551-007-3 187-551-008-1 187-552-001-5 187-552-002-3 192-210-023-3 192-210-024-1 192-210-025-8 192-210-027-4 192-210-028-2 192-210-029-0 192-210-030-8 192-210-031-6 193-180-013-8 193-180-018-7 193-180-037-7 193-190-031-8 193-190-032-6 193-690-069-3 193-880-001-6 193-880-002-4 193-880-003-2 193-880-004-0 193-880-005-7 193-880-006-5 193-880-008-1 193-880-009-9 193-880-010-7 193-880-011-5 193-890-001-4 193-890-002-2 193-890-003-0 193-890-004-8 193-890-005-5 193-890-006-3 193-890-007-1 193-890-008-9 193-890-009-7 193-890-010-5 193-890-011-3 193-890-012-1 193-890-013-9 193-890-014-7 193-890-015-4 193-890-016-2 193-890-018-8 193-890-021-2 193-890-022-0 193-890-023-8 193-890-024-6 193-890-025-3 193-890-026-1 193-890-027-9 193-890-028-7 193-890-029-5 193-890-030-3 193-890-031-1 193-890-032-9 193-890-033-7 193-890-034-5 193-900-001-2 193-900-002-0 193-900-003-8 193-900-004-6 193-900-005-3 193-900-006-1 193-900-007-9 193-900-008-7 193-900-009-5 193-900-013-7 193-900-015-2 202-091-010-1 202-091-013-5 202-351-001-5 202-351-002-3 202-351-003-1 202-351-004-9 202-351-005-6 202-352-001-4 202-352-002-2 202-352-003-0 202-352-004-8 202-352-005-5 202-352-006-3 202-352-007-1 202-352-008-9 202-353-001-3 202-353-002-1 202-353-003-9 202-353-004-7 202-353-005-4 202-353-006-2 202-353-007-0 202-353-008-8 202-353-009-6 202-353-010-4 202-353-011-2 202-353-012-0 202-353-013-8 202-354-001-2 202-354-002-0 202-354-003-8 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 486.62 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 486.62 $ 267.96 $ 560.56 $ 560.56 $ 560.56 $ 560.56 $ 560.56 $ 560.56 $ 560.56 $ 560.56 $ 560.56 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 339.82 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 267.96 $ 407.44 $ 141.16 $ 156.90 $ 156.90 $ 156.90 $ 156.90 $ 183.12 $ 141.16 $ 183.12 $ 156.90 $ 156.90 $ 183.12 $ 156.90 $ 156.90 $ 183.12 $ 156.90 $ 156.90 $ 141.16 $ 141.16 $ 141.16 $ 141.16 $ 141.16 $ 141.16 $ 141.16 $ 141.16 $ 141.16 $ 141.16 $ 141.16 $ 141.16 $ 141.16 $ 141.16 DA DA DA DA DA Total for DA76A $80,399.42 Drainage Area Benefit Assessment Proposed Fees for Lien Year 2019 06/03/19 Page 49 of 50 910 910 910 910 202-354-004-6 202-354-005-3 202-354-006-1 202-361-001-3 202-361-002-1 202-361-003-9 202-361-004-7 202-361-007-0 202-361-008-8 202-362-001-2 202-362-002-0 202-362-003-8 202-362-004-6 202-362-005-3 202-362-006-1 202-362-007-9 202-363-001-1 202-363-002-9 202-363-003-7 202-363-004-5 202-363-005-2 202-363-006-0 202-364-001-0 202-364-002-8 202-371-001-1 202-371-002-9 202-371-003-7 202-371-004-5 202-371-005-2 202-371-008-6 202-371-009-4 202-371-010-2 202-371-011-0 202-371-012-8 202-371-016-9 202-371-017-7 202-371-018-5 202-371-020-1 202-371-021-9 202-371-022-7 202-372-001-0 202-372-002-8 202-372-003-6 202-381-001-9 202-381-002-7 202-381-003-5 202-381-004-3 202-381-005-0 202-381-006-8 202-381-007-6 202-381-008-4 202-381-009-2 202-381-010-0 202-382-001-8 202-382-002-6 202-382-003-4 202-382-004-2 202-382-005-9 202-382-006-7 202-382-007-5 202-382-008-3 202-382-009-1 202-382-010-9 202-382-011-7 202-391-001-7 202-391-002-5 202-391-003-3 202-391-004-1 202-391-005-8 202-391-006-6 202-391-007-4 202-391-008-2 202-391-009-0 202-391-010-8 202-391-011-6 202-391-012-4 202-391-013-2 202-391-014-0 202-391-015-7 202-391-016-5 202-391-017-3 202-391-018-1 202-391-019-9 202-391-020-7 202-391-021-5 202-391-022-3 202-392-001-6 202-392-002-4 202-392-003-2 202-392-004-0 202-392-005-7 202-393-001-5 202-393-002-3 202-393-003-1 202-393-004-9 202-393-005-6 202-393-006-4 202-393-007-2 202-393-008-0 202-393-009-8 202-393-010-6 202-394-002-2 202-394-003-0 202-394-004-8 202-394-005-5 202-394-006-3 202-394-007-1 202-394-008-9 202-394-009-7 202-394-010-5 202-394-011-3 202-394-012-1 202-394-013-9 202-394-016-2 202-394-017-0 202-394-018-8 202-394-019-6 202-394-020-4 202-395-001-3 202-395-002-1 202-395-003-9 202-395-004-7 202-395-005-4 202-395-006-2 202-395-007-0 202-395-008-8 202-395-009-6 202-395-010-4 202-395-011-2 202-401-001-5 202-401-002-3 202-401-003-1 202-401-004-9 202-401-005-6 202-401-006-4 202-401-007-2 202-401-008-0 202-401-009-8 202-402-001-4 202-402-002-2 202-402-003-0 202-402-004-8 202-402-005-5 202-402-006-3 202-402-007-1 202-402-008-9 202-402-009-7 202-402-010-5 $ 141.16 $ 141.16 $ 141.16 $ 117.56 $ 156.90 $ 183.12 $ 156.90 $ 156.90 $ 156.90 $ 183.12 $ 183.12 $ 183.12 $ 183.12 $ 336.96 $ 183.12 $ 156.90 $ 117.56 $ 117.56 $ 117.56 $ 141.16 $ 141.16 $ 141.16 $ 141.16 $ 141.16 $ 156.90 $ 141.16 $ 156.90 $ 156.90 $ 156.90 $ 156.90 $ 141.16 $ 141.16 $ 117.56 $ 117.56 $ 117.56 $ 183.12 $ 183.12 $ 183.12 $ 156.90 $ 141.16 $ 117.56 $ 117.56 $ 117.56 $ 117.56 $ 117.56 $ 117.56 $ 117.56 $ 117.56 $ 117.56 $ 117.56 $ 117.56 $ 117.56 $ 117.56 $ 117.56 $ 156.90 $ 117.56 $ 117.56 $ 117.56 $ 117.56 $ 117.56 $ 117.56 $ 117.56 $ 117.56 $ 117.56 $ 183.12 $ 156.90 $ 141.16 $ 141.16 $ 141.16 $ 141.16 $ 141.16 $ 141.16 $ 141.16 $ 141.16 $ 141.16 $ 141.16 $ 141.16 $ 141.16 $ 141.16 $ 141.16 $ 128.06 $ 122.82 $ 128.06 $ 128.06 $ 128.06 $ 141.16 $ 141.16 $ 128.06 $ 128.06 $ 133.30 $ 141.16 $ 128.06 $ 128.06 $ 128.06 $ 128.06 $ 133.30 $ 128.06 $ 128.06 $ 128.06 $ 128.06 $ 141.16 $ 122.82 $ 128.06 $ 128.06 $ 122.82 $ 122.82 $ 122.82 $ 133.30 $ 141.16 $ 141.16 $ 141.16 $ 141.16 $ 141.16 $ 141.16 $ 141.16 $ 141.16 $ 141.16 $ 133.30 $ 141.16 $ 141.16 $ 141.16 $ 141.16 $ 141.16 $ 141.16 $ 141.16 $ 141.16 $ 141.16 $ 141.16 $ 141.16 $ 117.56 $ 128.06 $ 128.06 $ 128.06 $ 122.82 $ 117.56 $ 128.06 $ 128.06 $ 122.82 $ 141.16 $ 141.16 $ 141.16 $ 141.16 $ 141.16 $ 128.06 $ 128.06 $ 128.06 $ 128.06 $ 128.06 DA DA DA DA Drainage Area Benefit Assessment Proposed Fees for Lien Year 2019 06/03/19 Page 50 of 50 910 910 202-402-011-3 202-403-001-3 202-403-002-1 202-403-003-9 202-403-004-7 202-403-005-4 202-403-006-2 202-403-007-0 202-403-008-8 202-403-009-6 202-403-010-4 202-403-011-2 202-403-012-0 202-403-013-8 202-403-014-6 202-403-015-3 202-403-016-1 202-403-017-9 202-403-018-7 202-403-019-5 202-403-020-3 202-403-021-1 202-403-022-9 202-404-001-2 202-404-002-0 202-404-003-8 202-404-004-6 202-404-005-3 202-404-006-1 202-404-007-9 202-404-008-7 202-404-009-5 202-404-010-3 202-404-011-1 202-404-012-9 202-404-013-7 202-404-014-5 202-404-015-2 202-404-016-0 $ 133.30 $ 133.30 $ 128.06 $ 122.82 $ 122.82 $ 141.16 $ 141.16 $ 141.16 $ 141.16 $ 141.16 $ 141.16 $ 133.30 $ 128.06 $ 128.06 $ 128.06 $ 128.06 $ 128.06 $ 117.56 $ 117.56 $ 117.56 $ 117.56 $ 117.56 $ 117.56 $ 117.56 $ 117.56 $ 117.56 $ 117.56 $ 117.56 $ 128.06 $ 128.06 $ 122.82 $ 122.82 $ 122.82 $ 141.16 $ 156.90 $ 128.06 $ 122.82 $ 128.06 $ 128.06 DA DA Total for DA910 $29,999.78 RECOMMENDATION(S): APPROVE and AUTHORIZE the Director of Airports, or designee, to execute a Software and Services Agreement with ECS Imaging, Inc., in the amount not to exceed $60,635.00 for the implementation, license and support of Laserfiche, an electronic records content management system, for the period of June 11, 2019, through June 4, 2024. Concord and Byron Areas (District III and District IV). FISCAL IMPACT: 100% Venture Capital Funds (General Fund) BACKGROUND: The Public Works Department-Airports APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Beth Lee (925) 681-4200 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stacey M. Boyd, Deputy cc: C. 12 To:Board of Supervisors From:Keith Freitas, Airports Director Date:June 18, 2019 Contra Costa County Subject:Authorization to Execute an Agreement with ECS Imaging, Inc.; Buchanan Field and Byron Airport BACKGROUND: (CONT'D) Division (“Airports”) is heavily reliant on paper records, such as (but not limited to): public records, Federal Aviation Administration (FAA) records, airport as-built maps, airport property plans, airport emergency plans, emergency contact information, emergency supply locations and inventories, etc.. The Airports has a responsibility to be financially self-sufficient, as is a requirement by the FAA; expediting access to critical files, would greatly assist the Airports in fulfilling that requirement. The Airports Division consists of two airports, Buchanan Field in Concord, CA and Byron Airport in Byron, CA. These records are currently stored in inconvenient office areas or warehouse space throughout our Concord facility, which has taken up work areas for Airport staff and leads to an inefficient use of staff time, making it especially difficult for Byron Airport staff in locating records. Buchanan Field and Byron Airport are designated as reliever sites in the event of a catastrophic incident in the larger region. The Airports would like to bring conformity to both Buchanan Field and Byron Airport and be consistent with Public works policies regarding long-term goals with records storage. Under the contract, the County agrees to defend and indemnify the Laserfiche licensor, Compulink Management Center, Inc. from and against claims brought against them arising out of the County’s breach of the agreement, claims the County’s data, or use of the service in violation of the agreement, or claims that their use of the County Data is not authorized. CONSEQUENCE OF NEGATIVE ACTION: Without approval of the contract, the Airports will continue to be heavily reliant on paper records and unable to improve administration and operations systems and staff time efficiency. ATTACHMENTS ECS Imaging Software & Services Agreement Contra Costa County Project Name: ECS Imaging Project No: Standard Fom1 Software and Services Agreement Revised 2015 SOFTWARE AND SERVICES AGREEMENT This Software and Services Agreement (this "Agreement"), is dated the date set forth in Section 3 below, and is between the agency and the contractor identified below. T he parties agree to each of the terms set fo1th below (the "Basic Tem1s") and to each of the terms set forth in the Attachments defined in Section 6 below. 1. Parties. 2. 3. 4. 5. (a) Agency: (ch e ck one) (b) ~ Contra Costa County for its Department named below D Contra Costa County Flood Control and Water Conservation District D Contra Costa County Fire Protection District D Housing Authority of the County of Contra Costa (i) (ii) (ii) Department (if applicable): Authorized Representative: Agency Mailing Address: Attn: Beth Lee Public Works -Airport Division Keith Freitas 550 Sally Ride Drive, Concord, CA 94520 Contractor's Name and Address: ECS Imaging, Inc. Attn: Pete Herschelman 5905 Brockton Avenue, Suite C Riverside, CA 92506 (i) (e.g., company) Type of Business Entity: California Corporation individual, corporation, sole proprietorship, partnership (general or limited), limited liability If corporation, limited liability company, limited partnership or limited liability partnership, add State of incorporation or organization: Ca li fornia (ii) (iii) Federal Taxpayer I.D. or SSN: 33-092885 Authorized Representative: James Pappas Project Name, Number, & Location: ECS Imaging, Martinez, CA Term. The effective date of this Agreement is May 1, 2019. It temunates on April 30, 2024 unless sooner terminated as provided herein. Payment Limit. Payments under this Agreement may not exceed: $60,635 .00. Legal Authority. Tlus Agreement is entered into under and s ubject to Government Code Section 31000, or: Contra Costa County Standard Form Software and Services Agreement Revised 2015 0 Health and Safety Code Section 13861 (Fire Protection District) 0 Health and Safety Code Section 34314 (Housing Authority) 0 Other: (Specify) 6. Attachments. The following documents are attached to this Agreement (the "Attachments") and are incorporated herein by reference and fom1 part of this Agreement. This Agreement includes the B asic Tem1s, the signature pages and all of the Attachments. IS] General Conditions IS] Special conditions IS] Appendix A: Service Plan IS] Appendix B: Payment Prov i sions IS] Appendix C: Software License IS] Appendix D: Maintenance and Support D Appendix E: Specifications D Appendix F: Deliverables D Appendix G: Perfonnance and Acceptance 7. Signatures. These signatures attest the parties' agreement hereto: CONTRACTOR SIGNATURE A Contractor's Name: ECS Imaging, Inc., a California Corporation By: ---------------- (Signature of individual or officer) (Print name and title, if applicable) SIGNATURE B By: -------------------(Signature of individual or officer) (Print name and title, if applicable) Note to Contractor: If Contractor is a corporation or limited liability company, two officers must sign this Agreement. The first s ignature (Signature A) must be that of the chairperson of the board, president or vice-president; the second signature (Signature B) must be that of the secretary, assistant secretary, chief financial officer, or assistant treasurer. (Civil Code Section 1190 and Corporations Code Sections 313 and 17703.01 .) The acknowledgment b e low must be signed by a Notary Public. Bas ic Tenns (Page 2 of 4) Contra Costa County Standard Fmm Software and Services Agreement Revised 2015 ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the indiv idual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that d ocument. State of California ) ) County of _________ ) On ___________ , before me, _________________ , Notary Public, personally appeared ______________________ (insert name(s) and title(s) of the officer(s) signing on behalf of the Consultant), who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are su bscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENAL TY OF PERJURY under the l aws of the State of California that the foregoing paragraph is true and correct. WITNESS MY HAND AND OFFICIAL SEAL (Notary's Seal) Signature AGENCY (a) If Agreement is approved by Agency governing body (required if Payment Limit exceeds $100,000): AGENCY, By _______________ _ Board Chair/Designee ATTEST: Clerk of the B oard o f Supervisors By -------------- Deputy (b) If Agreement is approved by County Purchasing Agent: AGENCY, By ------------- County Purchas ing Agent Bas ic Terms (Page 3 of 4) Contra Costa County Standard Form Software and Services Agreement Revised 2015 COUNTY APPROVALS RECOMMENDED BY DEPARTMENT FORM APPROVED BY COUNTY COUNSEL By: _________ _ By:------------- Designee Name: -----------Deputy County Counsel APPROVED: COUNTY ADMINISTRATOR By: -------------Designee Basic Tenns (Page 4 of 4) Contra Costa County Project Name: ECS Imaging, Inc. Standard Form Software and Services Agreement Revised 2015 Project No.: Appendix A SOFTWARE AND SERVICES AGREEMENT SERVICE PLAN A. General. 1. Services. In consideration of Services provided by Contractor under this Agreement, County will pay Contractor as set forth in Appendix B (Payment Provisions). Contractor will provide labor to install and configure the Software in accordance with County’s requirements, develop and assist development and testing of interfaces, conduct testing, and perform training. 2. Services Location. Contractor’s work activities performed pursuant to this Agreement will be performed at County buildings and remotely. As a result, Contractor facility access will normally be restricted to normal County working hours. 3. Defined Terms. Capitalized terms not defined in this Appendix A have the definitions given in the General Conditions. B. Project Management and Planning. Contractor and County will use practices generally recognized as good project management methodology and will each designate a project manager for the Project who will be responsible for interfacing with their counterpart for the purposes of this Service Plan. C. Background Information. 1. The Public Works - Airport Division’s (“Airports”) public records, Federal Aviation Administration (FAA) records, airport property plans, emergency contact information, emergency supply locations and inventories, etc. are essential functions of the department. The current paper system is outdated and inefficient. It also requires the Airports Division to store paper files in inconvenient office areas or warehouse space throughout our Concord facility, which has taken up work areas for Airport staff and leads to an inefficient use of staff time in locating records. 2. The Airports has a responsibility to be financially self-sufficient, as is a requirement by the FAA. Expediting access to critical files, would greatly assist the Airports in fulfilling that requirement. Digitizing Airports’ files are necessary to improve emergency response and to best protect the County’s assets. Buchanan Field and Byron Airport are designated as reliever sites in the event of a catastrophic incident in the larger region. The Airports are also a vital component of the County’s emergency response system. 3. The County Department of Conservation and Development, Human Resources, Auditor- Controller, Public Works, and the Clerk of the Board currently utilize the Laserfiche software. The Airports are interested in using the Laserfiche software application owned and licensed by Compulink Management Center, Inc., for electronic content management of all records. Adding the Airports to the already utilized Laserfiche system is an efficient and functional way to move forward and get the Airports operational to best serve the public. Contra Costa County Standard Form Software and Services Agreement Revised 2015 Appendix A to Software and Services Agreement - Service Plan (Page 2 of 4) D. Scope of Work. The scope of work set forth in this service plan represents the services required to reach the proposed solution and a successful Project. Contractor will perform all work in accordance with the descriptions, scopes, and specifications herein described. Contractor will implement the software on County’s servers and perform the related tasks set forth in this Service Plan. 1. Scope Definition. Contractor will perform the following services under this Agreement: a. Project Initiation – ½ Day i. Perform initial needs assessment 1. Interview key stakeholders to determine priorities for implementation ii. Initial Project Planning 1. Creation of Project Plan based on high-level needs analysis, establishment of performance metrics, stakeholder dialogues, timeline development, detailed tasks creation, and communication plan development b. Software Installation – 1 Day i. Installation of all Laserfiche Software and Licensing on new server 1. Laserfiche Server 10.4 2. Laserfiche Forms and Forms Portal 3. Laserfiche Workflow 4. Laserfiche Connector 5. Weblink distribution Portal 6. Import Agent c. Basic System Configuration – 1 Day i. Folder Structure ii. Naming Convention iii. Template and Field Design iv. User license allocation and security v. Storage Volumes d. Business Process Configuration – 2 ½ Days i. Repository Consultation 1. Folder, Document Naming, Template and Fields Configuration ii. 1 simple Laserfiche Form 1. Forms consultation and development iii. 1 simple Laserfiche Workflow 1. Workflow consultation and development e. Laserfiche Training (User Training and Administration Training) – 2 Days i. General Training to be included for Airport staff to train as needed. Training to include: 1. Import and Capture Training • Review of Laserfiche Scanning, and Quick Fields 2. Search and Retrieval Training • Laserfiche Client, Web Client, WebLink, Mobile 3. Workflow Automation Training • Review of Laserfiche Workflow 4. Forms Training • Review of Laserfiche Forms Contra Costa County Standard Form Software and Services Agreement Revised 2015 Appendix A to Software and Services Agreement - Service Plan (Page 3 of 4) 5. Laserfiche Administrator Training • Security, user configuration, volume configuration, IT f. Solution Testing and Validation i. These services are described and included in section 1(d) - Business Process Configuration – above g. Production Rollout and Go Live Support i. These services are described and included in section 1(d) - Business Process Configuration – above h. On-going Project Management – 1 Day i. Professional project management services from ECS 1. Plan Project Development 2. Kick-Off Meeting 3. Project Status Meetings 4. Project Status Updates 5. Scope Verification 6. Risk Management (Contingency Plan) 7. Change Control 8. Schedule Control ii. Documentation 1. Solution Documentation 2. Training Documentation 3. Lessons Learned 2. Items Out of Scope. a. The following services are not within the scope of services set forth in this Service Plan: i. Contractor acquisition of server or workstation hardware; ii. Costs associated with troubleshooting operating system or hardware issues related to the workstations or servers; and iii. Resolving any system or software issues not related to the Laserfiche Software, including but not limited to Windows permissions, network permissions, network hardware, server or client hardware, or other third-party infrastructure hardware or software b. Any items out of scope will be considered as separate labor from the services agreed upon for this project and may require additional approval and review before proceeding. The project’s primary requirements take precedence over any additional items requested that are out of scope to maintain the project timeline and ensure deliverable expectations are met. Contractor will notify County if it anticipates the necessity to perform out of scope services. Any out of scope services will be performed according to an agreed upon scope and estimate, at the hourly rates set forth in Appendix B. 3. Project Timeline. The Project Schedule Summary and Deadlines are as follows: a. 07/2019 - Project start date b. 07/2019 - Preliminary requirements gathering and project requirements definition complete c. 08/2019 - Preliminary kick off meeting and general planning complete Contra Costa County Standard Form Software and Services Agreement Revised 2015 Appendix A to Software and Services Agreement - Service Plan (Page 4 of 4) d. 08/2019 - Hardware provisioning complete e. 08/2019 - Laserfiche software installation and setup complete f. 09/2019 - Repository design consultation and configuration complete g. 09/2019 - Data conversion complete h. 10/2019 - Business process configuration complete i. 10/2019 - General training complete j. 11/2019 - Laserfiche live in production, project closure (ongoing support available) 4. Project Duration. The Project will start in July 2019 and be completed by November 2019. This assumes the following: a. County resources are available for implementation throughout the Project; b. No delays due to changes to existing Project primary requirements; c. No delays due to County requests for additional out of scope requirements; d. Availability of remote access; and e. Availability of appropriate security access to Laserfiche related servers and third-party database or applications relevant to the business requirements. 5. Project Plan. a. Contractor will develop a Project plan with input from County. The Project plan will include at minimum: (a) contact information of Contractor staff assigned to the Project; (b) list of Project phases/iterations, start/end dates, milestones, and deliverables; and (c) detailed explanations of the work items for which Contractor and County are responsible. b. The services performed by Contractor includes the installation of the Laserfiche Software server and client software, consultation and configuration of document management best practices for multiple business automation needs and providing training for users and administrators with the intention of empowering the organization to become self-sufficient in the development of future workflow and electronic forms automation in the long term. E. Software License. Contractor is an authorized third-party reseller of the Software that is owned and licensed by Compulink Management Center, Inc. (“Licensor”). The Software is being licensed to County pursuant to Licensor’s Laserfiche End User Software License Agreement (EULA) attached to this Agreement as Appendix C (Software License), and the Software and licenses are specified in Attachment 1 to the EULA. F. Contract Expiration / Termination and Data. Upon the expiration or earlier termination of this Agreement, Contractor will assist County in extracting data used with the Software application. Contra Costa County Project Name: E CS Imaging, Inc . Project No.: Standard Form Software and Services Agreement Revised 2014 Appendix B PAYMENT PROVISIONS I. Pro ject Invoices. Contractor will invoice County as set forth below, and County will make payment therefor as set forth in Section D below: MS # 1 2 3 4 A. Contract Amount. County will pay Contractor the following amounts pursuant to the Payment Schedule set forth in Section B below: 1. Software, Licensing, Laserfiche Software Assurance Plan (LSAP)* .. $27,555.00 2. Initial Pla nning, Software Installation ....................................... $2,700.00 3 Basic System and Business Process Configuration ................................ $6,300.00 5. Training, Project Management, and Project Closing ............................. $5,400.00 Total ........................................................................................................... $41,955.00 * Beginning July 1, 2020 and each year, Contractor will invoice County for the annual cost of $4,670.00 for Software Maintenance and Licensing B. Payment Schedule. Contractor will invoice County and County will pay Contractor the following amounts based on invoices in accordance with the following payment schedule: Milestone Description Est. Cost Est. Date of Completion Software, Licensing, LSAP (Agreement effective date) $27,555.00 07/19 Initial Planning, Software Installation upon County's written $2,700.00 08/19 acceptance of completed services Basic System and Business Process Configuration upon County 's $6,300.00 09/19 written acceptance of completed services Training, Project Management, and Project Closing upon $5 ,400.00 11 /19 County 's written acceptance of completed services Totals $41,955.00 C. Out of Scope Services Rates: Contractor will be paid at the hourly rate of $255.00 per one hour for serv ices performed tat are out of scope. D. Invoice Payment Terms: 1. Contractor agrees to the payment tem1s set forth m this Appendix B and the Agreement. Appendix B to Software and Services Agre ement -Payment Provisions (Page 1 of 2) Contra Costa County Standard Form Software and Services Agreement Revised 2014 Project Name: ECS Imaging, Inc. Project No.: 2. Contractor will submit an invoice, accompanied by documentation of expenditures and services hours, to County's Authorized Representative for authorization of payment. Contractor will submit demands for payment no later than 30 days from the end of the month in which the contract services upon which such demand is based were actually rendered. Upon approva l of payment demands by County 's Authorized Representative, County will make payments within 30 days of the invoice. 3. Adjustments between line item expenses may be made if the line item budget adjustment is ten percent or less of the budgeted line item. The County's Authorized Representative may approve any line item adjustment which exceeds the line item budget by more than ten percent. Appendix B to Software and Services Agreement -Payment Provisions (Page 2 of 2) Appendix C LASERFICHE END USER SOFTWARE LICENSE AGREEMENT 2017.12 V. 10.3 This Laserfiche End User Software License Agreement ("License Agreement") is made between Compulink Management Center, In c., a Ca lifornia corporation doing business as Laserfiche, whose principal place of business i s in Long Beach, California ("Laserfiche" or "Licensor"), and the party (referred to as the "Licensee") on whose se rver o r systems the Laserfiche Software will be made availab le for use. PLEASE READ THIS LICENSE AGREEMENT CAREFULLY. BY INSTALLING, COPYING OR USING THE SOFTWARE OR THE DOCUMENTATION THAT ACCOMPANIES THIS LICENSE AGREEMENT (THE "DOCUMENTATION"), LICENSEE AGREES TO THE TERMS OF THIS LICENSE AGREEMENT ON BEHALF OF THE PARTY ON WHOSE SERVER OR SYSTEMS THE SOFTWARE WILL BE AVAILABLE FOR USE. IF YOU DO NOT HAVE AUTHORITY TO BIND SUCH PARTY OR IF LICENSEE DOES NOT AGREE TO THESE TERMS, DO NOT DOWNLOAD, INSTALL, COPY, ACCESS, CLICK ON AN "ACCEPT" BUTTON, OR USE THE SOFTWARE; AND PROMPTLY RETURN THE UNUSED SOFTWARE AND DOCUMENTATION TO THE PARTY FROM WHOM IT WAS OBTAINED FOR A REFUND OF THE AMOUNT PAID. IF THE SOFTWARE WAS DOWNLOADED, DESTROY ALL COPIES OF THE SOFTWARE. A. Li censor has developed and markets document imaging, enterprise content management, and related software programs, solutions and products under the brand name Laserfiche ®. B. Laserfiche Software incl udes confidentia l proprietary information and trade secrets of Licensor, wh ich embody substantia l creative efforts and confidential information, ideas, and expressions. Licensor has in vested large amounts of capital and time to develop and promote the Software. Licensor claims copyrights in the Software. C. Li censee understands that the Software is compat ibl e only with certa in types of computers and operating systems and that Licensee is responsible for assuring the compatibility between its computer systems, its software solutions, if any, and the Software. THEREFORE, in consideration of the premises and covenants contained in this License Agreement, Licensor and Licensee agree as follows: 1. Grant of License. Licensor grants Licensee a limited, non-exclus ive, non-transferable license to insta ll and use the Software subject to the terms and conditions of this License Agreement, the Acqu isit ion Ag r eement, and the Documentation (the "Lice nse") .. A. Description of the Software. The Software may include, without limitation,: (a) "Server Software" that provides document management services to other programs; (b) "Client Software" that allows a computer or workstation to access or utilize the services functionality provided by the Server Software; (c) "Sta nd -a lone Software" that operates on a sing le computer; (d) "Demonstration Software" that is provided only for demonstration, testing and feedback purposes; (e) "Distributed Computing Cluster Software" that allows distribution of processing work for certain Laserfiche application tasks onto other ma chines; and/or (f) "Plug-in Software Modules" that can be added to the previous ly mentioned types of software. Specific additional terms that accompany a software development kit or Laserfiche software designated for "a pplication service provider" purposes will also apply to Licensee. B. Definitions. i."Acquisition Agreement" means the applicable Licensor invoice, Licensee Order, or other written agreement by which Licensee acquires the License to the Software and which lists the specific Software products and components that Licensee acquires. The Acquisition Agreement may also grant additional rights to Licensee or limit the scope of the License being granted to Licensee. If a conflict or inconsistency arises between the terms of multiple acquisition documents, the following order of precedence will control: (1) an agreement for software, services and support that is negotiated and signed by both Licensor or a subsidiary of Licensor and Licensee; (2) applicable invoice(s); (3) Licensee's Order; and (4) any other writings that satisfy the definition of "Acquisition Agreement." ii."Documentation" means getting started guides, user guides, quick reference guides, and other technical and operations manuals and specifications. iii."Licensor Confidential Information" means all nonpublic information regarding the Software, whether disclosed by Licensor or others, that is designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential. Licensor Confidential Information also includes: (a) nonpublic information relating to Licensor or its affiliates, technology, Software, sou rce code, trade secrets, customers, business plans, promotional and marketing activities, finances and other business affairs; (b) third-party information that Licensor is obligated to keep confidential by agreement or by law; and (c) the nature, content and existence of any agreements, discussions or negotiations betwee n Licensee and Laserfi che, software resellers or affiliates. Licensor Confidential Information does not include any information that: (i) is or becomes publicly available without either a breach of this Agreement or a breach of an obligation of confidentiality by someone else; (ii) can be shown by docum entation to have been known by Licensee when it received it from Licensor; (iii) is recei ved from a third party that lawfully acquired and disclosed it; or (iv) can be shown by documentation to have been i nd ependently developed by Licensee without r eference to the Licensor Confidential Information. iv. "Licensee Order" means an order, purchase order, or similar document that is submitted to Licensor by Li ce nsee or a Las erfiche authorized reseller or distributor on Licensee's behalf, which specifies the particular Software products and components that Licensee intends to acquire, and which must be accepted by Licensor . v ."Product Sheet" means the Licensor documentation that specifies the limitations and restrictions of each release of the Software . C. Limitations and Requirements. i.lf the Software is furnished to Licen see with materials indicating that it is "Demonstration," "Eva luation," "Beta" or "Test" softwa re , Licens ee acknowledges that: (A) Lic ensor is furnishing the Software to Li ce ns ee sole ly for demonstratio n, evaluation, test in g and/or feedback purposes; (B) licensee is strictly prohibited from using the Software for any purposes other than (i) demonstration of its capabilities to prospective licensees of the Software, (ii) evaluation and testing of the Software for suitability for the period allowed with the license, or (iii) providing feedback to Licensor; (C} demonstration, evaluation, beta and/or test Software may not be used in a production environment; (D) licensor disclaims all warranties, representations or any other claims, express or implied, with regard to the Software's usability, reliability, performance, or overall quality; (E) licensee's receipt of the Software does not constitute a license to use, sell, distribute, or commercialize the Software or copies of it. No compensation will be paid to licensee for any use of the Software or for performing any service or giving any advice, ana lysis or feedback to, or for the benefit of, licensor. licensee assigns and agrees to assign to licensor without charge any suggestions, ideas, improvements and resulting intellectual property relating to any feedback it provides, for any purpose. licensor's rights to the feedback survive the termination of this license Agreement. ii.licensee may use the Software only for the number and types of users, until the expiration date(s), if any, described in the Acquisition Agreement, and subject to the other limitations of the license. iii.licensee waives all liability, claims, damages and suits against licensor and its affiliates, and all of their respective employees, officers, directors, shareholders and contractors, in any way related to the unauthorized disclosure of, or access to, information, data or documentation in the databases, account, or in any repository, whether or not due to a defect in or malfunction of the Software. licensee must indemnify and defend licensor against any claim, suit, damages or other losses, including attorney's fees and expenses, resulting from or related to the use of the Software by licensee. Licensee acknowledges that this license Agreement contains other limitations and waivers of damages and claims, and that Licensee's waiver of liability in this section is in addition to, and not in lieu of, licensee's other waivers set forth elsewhere in this license Agreement. iv.Add-ons and additional features that the Software can support may be used only when listed in the Acquisition Agreement. v.Activation associates the use of particular software with a specific device. This procedure is to prevent unlicensed use. During activation, the Software will send information about the Software and the device to Licensor. This information may include the product key of the Software, the internet protocol address of the device and information derived from the hardware configuration of the device. By downloading and using the Software, licensee consents to the transmission of this information. vi.If the Software requires a product key or keys to install or access it, licensee is responsible for the use of the keys assigned to licensee. licensee is not authorized to share the keys with third parties. vii.If licensee receives a License Manager or Laserfiche Directory Services (LFDS) program (the "License Manager") that enab les installation of the Software for access by multiple users, licensee may use the license Manager program only to configure the Software for access by the numbers and types of users, and subject to the other limitations, allowed under the license. viii. License specifies Server Software, Li censee may install one copy of the Server Software on a single physical or a single v irtual operating system environment (the running Server Software w ill be referred to as th e "S erver"). However, if a Laserfiche Rio product is li censed, Licensee ma y in stall the maximum number cop ies of the Server Software allowed under the Li ce n se (refe rred to as "instances") to multiple physical or virtual operating system environments so lon g as those in stallat ions have continuous network access to a running instance of the included Lic ense Manager program. Li censee may have only one active in sta n ce at a time of any Li ce nse Manager program in their production enviro nment. ix.If Li ce n se is for a La serfi che Rio or a Laserfiche Avante software prod uct, the License may in clude Distributed Computing Cluster Software. Licensee may operate one cluster, unless a greater number of clusters is allowed under the License, and th en may operate up to th e specified maximum number of clusters. If the Li cense allows a maximum number of inst an ces of the Distributed Computing Cluster Software, Licen see may includ e no more tha n the allowed numbe r of machines running the Distributed Computer Cluster Software (referred t o as "nodes") across their clusters. A sc heduler nod e will count as one in stan ce. Li censee may only run those Plug -in Software Modules to the La se rfiche Distributed Computer Cluster Software a llo wed under the Li ce nse. x.Th e Se rver Software ma y only be operated with the database syste m (s) (Microsoft SQL Serve r or Oracle) li sted in the Acqu isition Ag r eement. If no database syste m is li st ed i n the Acq uisi tion Agreement, then such Server Software may o nly be operated with Microsoft SQL Server Express. xi.If the Acquis ition Agreement includes an item l abe led as "databases" or "repo sitori es," the Serv er Software may on l y host such n umber of databases or r epos itories incl ud ed w ith the Li cense. However, if Laserfich e Rio i s being licensed, each running copy of the Server Software may h ost up to t he number of databases included with the Licen se. xii.If the Li cense is for So ftware with "named user connections," Licensee ma y allocate the named user connections t o specific indiv idua ls or devices in its discretion. When a named use r co nn ection is allocated to a spec ific individual pe rson's La serfiche or externa l directory account, that individua l may not share the use of that named user co nn ec tion by sharin g the use of t he account with others. Whe n a named user co nne ction is allocated t o a device, the connection may on ly be used from that device, and vari ous individuals m ay share the use of that d evice so long as on ly one indiv idual i s accessing the Server Software from th at device at a time. T here are two principal types of nam ed use r connections : first, a named user co nnect io n capab le of modifying a da t abase governed by the Server (refe rred to as a "Named Full User") and , seco nd , a named use r connect io n capab le of on ly read-only access (r eferred to as a "Named Retrieval User"). A third type of named user connect io n is avai lab l e on a limited basis, w hich has all of t he capabilities of a Nam ed Retrieval User con nection, plus a limited se t of additional r ead -write ca pabil it ies. (referred to as "Restricted Named User") .. Only the maximum number of each type of named user connection a ll owed under the Li cense may be allocated to i ndividua ls or devices . Named user con n ec tions may not be routinely r ea ll ocated for the purpose of reducing the number of named u ser connectio ns required. x iii.If the License spec ifies Software with "concurrent user connections," t h e concurrent user co nnections m ay be shared among individuals. Th ere are two types of concurrent user connections : concurrent u ser co nn ec tions capab le of modifying a da ta base gove rn ed by the Serve r (referred t o as "Concurrent Full User" connections ) and concurrent user connections capable of only read -only access (referred to as "Concurrent Retrieval" connections). Once the maximum number of read-write or read -only concurrent user connections allowed under the License is reached, no additional user connections of that type may be made, until some user connections of that type a re closed. xiv."Multiplexing" occurs when Licensee utilizes hardware, software, an automated process, or other technical means (1) to pool connections, reroute information, or reduce the number of devices or users that directly access or use a Laserfiche software product; or (2) to permit access to more user connections than are authorized by the License; or (3) to automatically, routinely, or systematically reallocate named user connections for the purpos e of either reducing the number of named user connections required by Lic ensee, or avoiding the purchase of additional named user connections. Hardware or software may not be used to multip lex. xv.If the License specifies a maximum number of "Public Portal" connections, which are intended to allow members of the public (referred to as "Public Users") read-only access to the Server Software only using a Laserfiche application known as Weblink, once the maximum number of Public Portal connections is reached, no additional Public Portal connections may be made until some Public Portal connections are closed. If the License allows a maximum number of CPU sockets that may be utilized to support Public Portal access, then Public Portal connections may be made only if the physical or virtual machine on which the Software is running has the allowed number of CPUs or fewer. If the License allows a maximum number of servers that may be utilized to support Public Portal access, then Public Portal connections may be made only on the allowed number of servers or fewer. If no maximum number of Public Portal connections, maximum number of CPUs for Public Portal access, or maximum number of servers for Public Portal access is allowed under the Lic e nse, then no Publi c Portal connections may be made. If the Software is licensed with the Web Distribution Portal, all connections through Weblink will have the same security profile. xvi.Licensee may not install a version of the Server Software later than the version permitted by the License. xvii.If the License is subject to an expiration date, the Software that is subject to the expiration date may not be run after that date. xviii.If the License specifies one or more languages, then the Laserfiche user interface may only be run in those specified languages. xix.If Li ce ns ee desires to upgrade or enhance the capabilities of the Software or the numbers of users, connections or other features, Lice nsee must acquire the required additional rights from Licensor or an authorized Laserfiche reseller or distributor, in which case Licensee will also rece ive a new or updated Acquisition Agreement. xx.The Software may only be used as intended, according to the capabilities made available through its various user interfaces and according to the Documentation. xx i.As between Licensor and Licensee, License e will be solely responsible for configuring the Software and the databases to restrict access only to particular individuals who are permitted users of the Software and the databases. Licensee may delegate responsibilities relating to configuration to a third-party such as an authorized Laserfiche reseller; however, Lic ensee remains ultimately liable for complying with this License Agreement and the Acquisition Agreement. xxii.The basic forms features of Las e rfiche may be used by Nam ed Full Users. If the License includes the Forms Portal feature, then Public Users may submit forms that initiate a forms business process, but Public Users may not participate in subsequent steps in the forms business processes, or create or configure forms or forms business processes, or otherwise use the basic forms features of Laserfiche. Named Retrieval Users and Restricted Named Users are defined as Public Users for this purpose. If the Licen se inclu des the Forms Portal and Authenti cated Participants, then users designated as Authenticated Participants may submit forms after authentication and may participate in forms b usin ess processes at steps after the init ial subm ission. However, Authenti cated Participants may not create or co nfigure forms or forms business processes or otherwise use th e basic forms features of Laserfiche. If the li cense includes Advanced Forms features, then Full Named Users may view the Performance Dashboard and configure reporting data v isualizations, r eporting aggregations, payment integra tion, and data lookups, while all user types may view and utilize preconfigured reporting data visua lizations, reporting aggregations, payment gateway integration, and data lookups . xxiii.lf Licensee i s acquiring a license to a Laserfiche Rio or a Laserfiche Avante Software product, the License may include Laserfiche Discussions Softwa r e if it is listed in the Acquis it ion Agreement. Licensee may operate the number of in stances of the Laserfiche Discussions web application all owed under the License on the same number of physical or virtua l operating system environments. If the software produ ct is Lase rfiche Rio, those Laserfiche Discussions installations must have continuous network access to a runn in g instance of the incl uded Li cense Manager program. All users added to License Manager may log in and contribute co ntent to the Laserfiche Discussions web site. Other site visitors, including Pub li c Users, may read content on the La serfiche Discussions web site, but they may not log in and contribute new content unless authorized under the License . If the License permits, the emp loyees and contractors of Licensee, who are contractua ll y obli gated to use the Software solely in the course of Li censee's business and strictly in accordance with this Li cense Agreement, may log in and contribute content, but on ly if they are listed in the section of the LD AP directory configured w ithin La serfiche Discussions or l isted in the LFDS d irectory configured within Laserfiche Discussions. xxiv.The Business Process Library includes tem p lates for using Lase rfiche Software to run business processes within an organization. Th e Business Process Li brary fe ature utilizes an internet connection. During retrieval of components of the Business Process Library, certain information is sent to Licensor, which may include a customer ID, anonymous user ID, and the internet protocol address of the workstation making the request. By using th e Bus iness Process Library fea ture, Licensee co n sents to the transmiss ion of this information to Li censor. Bus iness Process Library templates for Forms Professional may not be used w ith Forms Essen ti a Is. D. Subscription Li cense. i.A Subscr i ption License allows Li censee to use Lase rfi che Software on a subscr i ption basis (the "Subsc ription"). If the Li cense is a Subscription Li cense, Lice nsee may use the Software covered by the Subscription (the "Subscription Software") during the term of the Subscription until the Subscription exp ires or is otherwise terminated . After the Subscription expires or is terminated, the Subscription Software wi ll stop functioning entirely, and Licensee's rights to use the Subscription Software will terminate. ii.Automatic Renewal. Unless otherwise terminated according to the terms of this License Agreement, the Subscription will automatically rene w for an additional 12-month term unless Licensee gives Licensor written notice of its intention not to renew the Subscription at least 45 days before the end of the then-current Subscription term. The renewal Subscription fee is due before the start of the renewal term. iii.Modification of Fees Upon Renewal. Licensor may modify the Subscription fee by notifying Licensee at least 90 days before the end of the then-current Subscription term. The Subscription fee change will take effect upon the start of the next Subscription term. iv.Consequences of Non-Payment. If Licensee fails to make full payment of the Subscription fee and any outstanding balance remains unpaid thirty {30 ) days after the due date, the Subscription Software will automatically stop functioning entirely. Licensee must make full payment of the Subscription fee before the Subscripti on Software will resume functioning. v.Updates and Support. The Subscription includes Software updates, access to online support resources, and Basic support as described in the Lase rfic he Software Assurance Plan during the term of the Subscription. No portion of the Subscription will be credited toward the purchase of new Laserfiche Software products. vi.If the License specifies Community Users, Education Community Users, or Employee Participants, then each of these types may utilize all features permitted to Authenticated Participants and Named Retrieval Users. Community Users may not be used by employees or contractors of Licensee. Education community users may only be purchased by qualified educational institutions as defined in the Laserfiche Subscription guidelines. 2. Ownership of Software. The Software is licensed and is not sold . Licensor reta ins all rights to ownership of, and title to, the Software and Documentation (including all adaptations, copies and derivative works). Licensee is acquiring the license under the terms described in this License Agreement, and Licensee acquires no other rights. 3. Protection of Software. During the term of this License Agreement and for seven years following termination of this License Agreement, and for such additional period that the Software contains, embodies or consists of Licensor Confidential Information or trade secrets, Licensee agrees that it will not directly or indirectly, alone or in conjunction with any other person or company, (a) attempt t o write or develop software in an effort to discover, copy or recreate the source code or any trade secrets contained or embodied in the source code; or (b) utilize the Software, Documentation, or Licensor Confidential Information, trade secrets, know how, ideas, plans, designs, specifications, coding, programming, processes, production techniques, technology, and methodology incorporated i n the Software or Documentation, either directly or indirectly, to sell, market, develop or distribute any software product that competes with the Software; or (c) utilize the Software, Do cumentatio n, or Licensor Confidential Informati on, directly or indirectly, to assist, advise or consult with any other person or company in selling, marketing, develo ping or distributing any software product that competes with the Software; or (d) publish the Software for others to copy or use ; or (e) utilize the Software, Documentation, or Licensor Confidential Information, directly or indirectly, to convert, or to assis t, advise or consult with any other person or company to convert, any end u se r of the Software to a software product that competes with the Software; or (f) seek to discover or use Li censor's trade secrets or Licensor Confidential Information by r eve r se engineering, decompiling, disassembling, copying or any other technique. Lic ensee must not r emove any product identification, copyright le gend or other notices from the Software or Documentation, or directly or indi rectly attempt to challenge the validity of the copyrights, trademarks, and trade secrets in the Software claimed by Licensor or third parties identified in the Software or Do cumentation. The Software so urce code and the trade secrets therein are not li censed to Li censee, and all modifications of, additions to, or deletions from the source code are strictly prohibited. Li ce nsee must obtain Li censor's prior written approval to disclose to a third party the results of any benchmark test of the Software. 4. Other Restrictions on Use. Unless a separate license expressly authorizes a particular application or -ose-of the Software, such as for "application service provider" or for "Forms Portal users and Forms Authenticated Participants," all users of the Software must be employees, officers, directors, shareholders, owners or independent co ntractors of Licensee, who are only permitted to use the Software exclusively in the course of Licensee's business and strictly in accordance w ith this License Agreement. All other uses of the Software are strictly prohibited, including, w ith out limitati on, (a) use in the business of an application serv ice provider, commercial software ho stin g business or a scanning bureau, and (b) transferring, copying or other dissemination of the Software outside of the legal person that constitutes Licensee . Lic ensee must not rent, lea se, lend , sublicense, distribute, transfer, copy, reproduce, display, o r timeshare with any other person the Software or Documentation or any right granted by this License. The restrictions in this paragraph do not apply to read-only access by public users who utilize an authorized read -only Public Portal connection. 5. Term and Termination. This License Agreement will commence and terminate as follows: A. The term of this Li cense Agreement will commence upon Lice nsee's acceptance of this License Agreement and continue until terminated as provided in this License Agreement, provided that test, beta, evaluation, demonstration, Subscription or similar temporary Software w ill have their own expiration dates. In addition, if an Acquisition Agreement contains an express expiration date applicable to particular Software, Licensee will have no further right or lic ense to use such Software after the expiration date. Licensor may terminate this Li cense Agreement for cause immediately following a breach of this Licen se Agreement. Li censor may also terminate this License Agreement if Lic ensee violates, infringes or comprom ise s any trademark, copyright, patent or trade secret of Licensor o r any thir d party identified in the Software or Documentation, or interferes with any relationship between Licen sor and any of its other li censees, End Users, or authorized re se ll ers of the Software, or materially breaches its obligation to pay for licenses to use the Software. B. Upon termination of this License Agreement, Licensee must immediately cease all use of the Software and the Documentation and return to Licensor or destroy all vers ions and copies of the Software and the Docum entation. Licensee must remove and uninstall all such programs and materials from all hard drives and other devices on which the Software or the Docum entation may be found. C. The termination of this Li cense Agreement will not terminate Li censee's obligations und er this License Agreement, nor will it relea se Licensee from the obligation to pay any monies that it may owe Li censor or operate to discharge any liabi lity that Licensee incurs before termination or waive any obligation which is intended to survive termination. 6. LIMITED WARRANTY; DISCLAIMER. THE SOFTWARE IS WARRANTED TO THE ORIGINAL LICENSEE AGAINST MATERIAL DEFECTS FOR A PERIOD OF THREE MONTHS FROM THE DATE OF ORIGINAL ACQUISITION. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LASERFICHE LICENSES THE SOFTWARE TO LICENSEE "AS IS" AND WITH ALL FAULTS. LASERFICHE EXPRESSLY DISCLAIMS ALL OTHER EXPRESS AND IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. LASERFICHE DOES NOT WARRANT THAT (A) THE SOFTWARE OR ANY LASERFICHE PROFESSIONAL SERVICES ("SERVICES") OR LASERFICHE SUPPORT WILL SATISFY LICENSEE'S REQUIREMENTS; OR (B) THAT THE SOFTWARE, PERFORMANCE OF SERVICES AND DELIVERY OF SUPPORT WILL BE WITHOUT DEFECT OR ERROR; OR (C) THAT THE SOFTWARE WILL OPERATE WITHOUT INTERRUPTION. NO RESELLER, DISTRIBUTOR OR OTHER THIRD PARTY MAY MODIFY, SUPPLEMENT OR CHANGE THIS WARRANTY, AND ANY SUCH MODIFICATIONS, SUPPLEMENTS OR CHANGES WILL BE WITHOUT ANY LEGAL FORCE OR EFFECT. 7. NO CONSEQUENTIAL DAMAGES. UNDER NO CIRCUMSTANCES WILL LASERFICHE OR ITS SUBSIDIARIES, AFFILIATES, RESELLERS, DISTRIBUTORS, AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, CONSULTANTS, OR SUPPLIERS (COLLECTIVELY, "REPRESENTATIVES") BE LIABLE TO LICENSEE OR ANYONE ELSE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS; LOSSES FROM BUSINESS INTERRUPTION; LOSS OF BUSINESS REVENUES, INFORMATION OR DATA; COSTS OF RECREATING LOST INFORMATION OR DATA; OR COSTS OF SUBSTITUTE SOFTWARE, SERVICES, OR SUPPORT; OR ANY OTHER PECUNIARY LOSS WHATSOEVER), REGARDLESS OF WHETHER LASERFICHE OR ITS REPRESENTATIVES HAVE BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. 8. ADDITIONAL LIMITATIONS ON DAMAGES. ANY AND ALL DAMAGES SUFFERED BY LICENSEE OR ANYONE ELSE FOR WHICH LASERFICHE OR ITS REPRESENTATIVES ARE LIABLE, WHETHER RELATING TO THE SOFTWARE, SERVICES, OR SUPPORT, WHETHER BASED ON A BREACH OF CONTRACT OR WARRANTY , OR NEGLIGENCE, MISREPRESENTATION OR OTHER TORT, OR ON ANY OTHER LEGAL OR EQUITABLE THEORY, WILL BE STRICTLY LIMITED TO THE ACTUAL DOLLAR AMOUNT THAT LICENSEE ACTUALLY PAID FOR THE DEFECTIVE SOFTWARE COMPONENT, SERVICES OR SUPPORT WITHIN THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THAT LASERFICHE RECEIVES NOTICE OF AN EXISTING OR POTENTIAL CLAIM OR SUIT AGAINST IT. NO CLAIM OR SUIT MAY BE BROUGHT AGAINST LASERFICHE OR ITS REPRESENTATIVES BASED ON A BREACH OF CONTRACT, BREACH OF WARRANTY , NEGLIGENCE, MISREPRESENTATION OR OTHER TORT, OR ON ANY OTHER LEGAL OR EQUITABLE THEORY, MORE THAN ONE YEAR AFTER LICENSEE FIRST DISCOVERED OR SHOULD HAVE DISCOVERED ANY OF THE FACTS THAT GAVE RISE TO THE CLAIM OR SUIT. THIS LIMITATION APPLIES EVEN IF THE DAMAGES AVAILABLE TO LICENSEE OR ANY OTHER CLAIMANT DO NOT FULLY COMPENSATE THEM FOR ANY OR ALL OF THEIR LOSSES OR LASERFICHE WAS ADVISED, KNEW OR SHOULD HAVE KNOWN, ABOUT THE POSSIBILITY OF DAMAGES OR A CLAIM. 9. Copyright. The Software and the Documentation are owned by Licensor and are protected by United States and other international copyright laws, conventions and treaties. Licensee must treat the Software and Documentation like any other copyrighted material except Licensee may install the Software and the Documentation as expressly authorized by this License Agreement. Licensee may copy the Documentation solely for internal, reference purposes, as long as this License Agreement is in effect and the copy includes all trademark and copyright notices set forth on the Documentation, and the use of such copy does not violate or breach any other term or provision of this Li cense Agreement. 10. No Waiver. No failure by Licen sor to exercise or delay in exercising any right, power, or privilege under this License Agreement will operate as a waiver of any right, power, or privilege under this Licen se Agreement. No single or partial exercise by Licensor of any right, power, or privilege under this License Agreement will preclude further exercise of any such right, power or privilege. 11. Severability. If any provision of this Licen se Agreement is adjudicated or held to be invalid or unenforceable by a court or arbitration panel, it wi ll be interpreted to effect th e intent of the original portion. If such construction is not possible, the invalid or unenforceable provision will be severed from this License Agreement and will be deemed to ha ve never been a part of this License Agreement. Severance of any invalid or unenforceable provision will not affect the val idity or enforceability of the remainder of this Licen se Agreement. 12. Governing Law. Thi s Li cense Agreement is deemed to have been made in, and will be construed pursuant to the laws of the State of California as if all parties were residents of California and this License Agreement was to be wholly performed within the State of California without regard to choice or conflicts of law rules. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement. 13. Jurisdiction; Venue; Arbitration. Ea ch party conse nts to the personal jurisdiction of the California Superior Court and the United States Di st ri ct Court for the Central Di strict of California. Each party agrees to arbitrate any and all disputes in any way related to this Li cense Agreement by final and binding arbitration in accordance w ith JAMS Arbitration Rules in effec t at the time of the arbitration. The arbitrator's authority will be no greater than that which is available under the statutory or common law theory asserted. The arbitration will be heard by one arbitrator at JAMS offices in Los Ange l es, California. Licensee further waives the right to bring a class action against Li censor, or to serve as a representative of a class in a class action against Licensor, w hether in arbitration or in court. This paragraph does not apply to any agency or official body of the United States of America or any foreign government, or to their respective state, regional and local government bodies and subdivisions if, and to the extent that, it is unenforceable under applicable la w. 14. Entire Agreement. This License Agreement is the complete and exclusive statement of the mutual understanding of the parties concerning its subject matter, and it supersedes all previous written and oral agreements, representations, wa rrantie s, sta t eme nts, advertising and marketing materials, and other communications relating to the sub ject matter of this License Agreement. No course of performance, course of dealing, or usage of trade will override the written terms of this Li cense Agreement. 15. Modifications to the Li cense Agreement. If License e in sta lls a new version of the Software, or any update, modification, or upgrade of the Software, the Licensor Li cense Agreement applicable t o the new updated, modified or upgraded version of the Software will modify this Li cense Agreement upon such installation, if or to the extent that the new Li censor Li cense Agreement is different than this Li cense Agreement. A revised version of the License Agreement will be available at www.lase rfi ch e.co m /e ul a/ho me. By continuing to use the Software after the effective date of any modifications to this Licens e Agreement, Licensee agrees to be bound by the modified t erms. 16. Limitation on Actions. Any suit, claim, action or proceeding based on or rela ted to this Li cense Agreement, its terms, provisions or warranties, or arising out of its performance or breach, whether in contract or tort, must be instituted by Licensee against Licensor or its Representatives within one year after the occurrence of any one or more of the acts, omissions, facts, conduct, events, cla ims or allegations upon which the action, proceeding or claim is based . Licensee waives the benefit of any statute of limitations which specifies a period longer than one year for filing an action or proceeding. 17. U.S. Government Restricted Rights Notice. This Software is provided with restricted rights. Use, duplication or disclosure for or by the government of the United States, including without limitation any of its agencies or instrumentalities, is subject to the restrictions set forth, as applicable : (i) in subparagraphs (a) through (d) of the Commercial Computer Software Restricted Rights clause at FAR 52.227-19; (ii) in subparagraph (c)(l)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013; or (iii) in similar clauses in other federal regulations, including the NASA FAR supplement. Licensee and any end user must not remove or deface any restricted rights notice or other legal notice appearing in the Software or on any packaging or other media associated with the Software. The contractor/ manufacturer is Compulink Management Center, Inc. dba Laserfiche, a California corporation with its principal offices located at3545 Long Beach Blvd., Long Beach , California 90807. 18. Export Restrictions. Licensee acknowledges that the Software and all related technical information, documents, and materials are subject to United States export jurisdiction and controls under the U.S. Export Administration Regulation. Licensee must comply with all applicable federal, state, county, and local laws, ordinances, regulations, and codes including, but not limited to, the procurement of required permits, certificates, approvals, and inspections in Li ce nsee's performance of this Agreement. In addition, Licensee must comply with applicable international export la ws and regulations. Licen see represents, warrants and certifies that Licensee will (i) comply strictly with all legal requirements, (ii) cooperate fully with Licensor in any official or unofficial audit or inspection that r elates to these controls, and (iii) not export, re-export, divert, transfer, or disclose, directly or indirectly, any Software or related technical information, document, or mate rial or direct products to an y country restricted by applicable export laws or regulations, as modified from time to time, or to any national or resid ent of such country, unless Licensee has obtained the prior written authorization of Licensor, the U.S. Commerce Department and any other required governmental authority. 19. Captions. The captions used on this License Agreement are for convenience only and are not a part of this License Agreement. Should Licensee have any questions concerning this Agreement, or if you desire t o contact Laserfich e for any reason, please write to: Laserfiche, 3545 Long Beach Blvd., Long Beach, CA 90807, U.S.A. Attachment 1 to Laserfiche EULA (Licensed Software) The following Software in the quantity indicated is being licensed to County pursuant to the Laserfiche End User Software License Agreement: 1. Laserfiche Avante Server for SQL Express with Workflow (1); 2. Laserfiche Named Full User with Web Access, Snapshot, and Email (6); 3 . Laserfiche Forms Professional (6); 4. Laserfiche Fonns Portal Add-on (1); 5. Laserfiche Import Agent (1); 6. Laserfiche Weblink Dist. Portal (5 retrieval users -1 user profile) (1) Contra Costa County Standard Fann Software and Services Agreement Revised 2014 Appendix D Project Name: ECS Imag ing, Inc. Project No.: SOFTWARE MAINTENANCE AND SUPPORT This Software Maintenance and Support Appendix is part of the Agreement. Capitalized terms used in this Software Maintenance and Support Appendix and not otherwise defined have the meanings set forth i n the General Conditions of the Agreement. A. Basic Support. Contractor will provide the fo llowing basic Laserfiche software support to County: I. Telephone support within 24 hours; 2. Product updates; 3 . 24-7 access to the Knowl edge Base, discussion forums and other educational resources on the Laserfiche Support Site. B. Priority Support Tenns for Onsite and Remote Support for Laserfiche. 1. Contractor will provide two -hour response time to County calls, and a dedicated account manager familiar with your organization and specific solution to provide consultative check- ups and additional care. 2. Contractor's ECS Priority Support includes: a . Unlimited Telephone Support: Contractor will respond within two hours by telephone, when the customer contacts Contractor utilizing the single point of contact support line. A toll-free number is also available and a dedicated email address for requests : helpdesk@ecsimaging.com. b. Hardware Support: Contractor will provide warranty administration and installation of warranty repaired items purchased through Contractor. c. Software Support: Installation of Laserfiche Software updates and modifications. Additional training on new features as required. Software by other manufacturers will be the Clients' responsibility. d. On-site/Remote Support hours available at $255 per hour. Also when extraordinary situations occur such as a system corruption for unknown reasons or system tampering at client site. Network support is always a chargeable item. e. Consulting Support: When Contractor is on site, it will audit the system and detennine system/application modifications for consistency. f. Trav el time and lodging are included. g . Support hours are Monday through Friday, excluding major holidays, 8:00 a.m. to 5:00 p.m. PST. h. Emergency after hours support is available at $450 per hour with a one hour minimum per call. 1. Two free admissions to the ECS Annual Customer Conference along with free admission t o quarterly user groups. J. Monthly E -Newsletter to be infom1ed of the latest Laserfiche and industry news, customer case stud ies. Appendix D to Software and Services Agreement -Software Support and M aintenance (Page l of 2) Contra Costa County Contractor: Project Name: Project No .: k. Contractor will provide two Laserfiche Empower Training Conference scholarships to County. One scholarship will be issued in 2020 and the second schol arship wi ll be issued in 2021. Appendix D to Software and Services Agreement -Software Support and Maintenance Page 2 of 2 Contra Costa County Inc. Project Name: ECS Imaging, Standard Fonn Software and Services Agreement Revised 2014 Project No.: Special Conditions (Software and Services Agreement) County and Contractor hereby agree that these Special Conditions modify the Genera l Conditions of the Agreement and are part of the Agreement. Section 2 1.4 (Intellectual Property Rights) of the Agreement is hereby deleted in its entirety and replaced with the following: "21.4. Intellectual Property Rights. Contractor is a third-party a uthorized reseller for Compulink Management Center, Inc., the li censor of the Software ("Licensor") pursuant to this Agreement. Licensor is licensing Software to County pursuant to the Licensor's Laserfiche End User Software License Agreement (EULA)) attached to this Agreement as Appendix C (Software License)." Software and Services Agreement Special Conditions (Page 1 of 1) Contra Costa County Standard Form Software and Services Agreement Revised 2014 SOFTWARE AND SERVICES AGREEMENT GENERAL CONDITIONS Section 8. Definitions. The following terms have the following definitions. The definitions of terms herein apply equally to the singular and plural forms of the tenns defined. 8.1. "Agreement" has the meaning set forth in the first paragraph of the Basic Terms. 8.2. "Authorized Representative" means, for each party, the individual designated by that party as its authori zed representative in Section 1 of the Basic Terms. 8.3 . "Basic Tenns" has the meaning set forth in the first paragraph of the Software and Services Agreement, dated the Effective Date, between Contractor and the County. 8.4. "Business Day" means Monday through Friday, excluding holidays observed by the County. 8.5 . "Confidential Infom1ation" means any nonpublic information pertammg t o County employees or County operations, and Contractor 's proprietary information and trade secrets regarding the Software and Documentation. County Confidential Information includes, but is not limited to, data, medica l records, records concerning any individua l relating to services provided, employment records, personnel data, payroll data, passwords to County computer systems, methods of accessing County computers and data, proprietary software, and any information o r documents identified as confidenti a l in a writing signed by County's Authori zed Representative, or designee, and delivered to Contractor. Contractor Confidential Information expressly includes, without limitation, the Software and Documentation. Confidential Information does not include information which the party receiving the information can document: (i) was in the possession of or known by it without an obligation of confidentiali ty prior to receipt of the infonnation; (ii) is or becomes general public knowledge through no act or fau lt of the receiving party; (iii) is or becomes lawfully ava ilable to the receiving party from a third party without an obligation of confidentiality; and (iv) is independently developed by the receiving party without the use of any Confidential Infonnation. 8.6. "Contractor" means the contractor identified 111 Section l(b) of the Basic Tenns. 8.7. "Contractor Project Manager" means Contractor's representative designated in writing to County to act as County's primary contact with Contractor for this Agreement. 8 .8 . "County" means the agency identified in Section l(a) of the Basic Terms. Gene ral Conditions (Page l of 16) Contra Costa County Standard Fonn Software and Services Agreement Revised 2014 8.9. "County Project Manager" means County's representati ve designated in writing to Contractor to act as County's primary contact with Contractor for this Agreement. 8.10. "Documentation" means the Product documentation delivered by Co ntractor to County, or made available to County, that describes the use, operation, design, specifications, or requirements of the Product or a Product release. Documentation may be either i n hard copy or electronic fonnat. User manuals, administration manuals, data models, reference guides, installation manuals, system administrator manuals, technical guides, and requirements documents are some examples of Documentation. Documentation includes all documentation developed for County pursuant to this Agreement. 8 .11. "Effective Date" means the effective date set forth in Section 3 of the Basic Tem1s. 8.12. "General Conditions" mean the Genera l Cond itions attached to the Bas ic Terms. 8.13. "Hardware" means any hardware as well as any replacement or other hardwa re provided by Contractor pursuant to this Agreement. 8.14. "Maintenance and Support Services" means the provision of technical information, assistance, error correction, repair services, and repair parts for the Product as set forth in Appendix D (Maintenance and Support). 8.15. "Major Change" has the meaning set forth in Section 14.3 below. 8.16 . "Minor Change" has the meaning set forth in Section 14.2 below. 8.17. "Public Records Act" has the meaning set fotth in Section 15.2 below. 8.18. "Product" means the goods, materials, supp li es, parts, assemblies, equipment, Hardware, Software, a nd Documentation being provided by Contractor under this Agreement. 8 .19 . "Project" means all work perfom1ed by Contractor pursuant to this Agreement. 8.20. "Services" means all services and labor to be provided by Contractor and its subcontractors pursuant to this Agreement. 8.2 1. "Software" means the object code version of Contractor's software that is lice nsed to County pursuant to the Software License Appendix. Software includes the specific modules and functionality listed in Appendix F (Deliverables) of this Agreement, any fixes, u pdates, modifications, enhancements, customizations, and new versions (if any) as may, from time to time, be provided to County pursuant to Appendi x D (Maintenance and Support) of this Agreement. General Conditions (Page 2 of 16) Contra Costa County Standard Form Software and Services Agreement Revised 2014 8 .22. "Software License Appendix" means Appendix C (Software License) to this Agreement, under which Contractor licenses the Product to County. 8.23. "System" means the Product, H ardware, and any Documentation provided pursuant to this Agreement. 8.24. "Third-party Software" means software that has been developed and maintained by a party or parties other than Contractor. 8.25 . "User" means a person who is authorized by County to use the Product in a specific manner that may include, without limitation, viewing, searching, modifying, and or deleting data, and which occupies one of the Software licenses licensed under the Software License Appendix. Section 9. Continued Maintenance and Support Services. Contractor shall make available, for County's purchase, Contractor's annual Maintenance and Suppo1t Services for the System and/or Products as set forth in Appendix D (Maintenance and Suppo1t) for so long as Contractor makes Maintenance and Support Services generally available to other licensees of the Software and System. Contractor sha ll make its annual Maintenance and Support Services available to County at the rates set forth in Appendix B (Payment Provisions). Section 10. Delivery Terms. If Products are to be installed by Contractor or Contractor's subcontractor, then upon Contractor's delivery of Products to a common carrier for shipment to County, title and risk of loss with respect to such Products will automatically pass to County, and any lo ss or damage thereafter will not relieve County of any obligation hereunder. Contractor shall insure all shipments to County. Unless otherwise agreed in writing by County, Contractor shall package all items in accordance w ith Contractor's normal practices. If Products are to be installed by Contractor or Contractor's subcontractor, then title and risk of loss with respect to such Products will not pass to County until County has accepted installation 111 accordance with the procedures specified in Section 11 (Final Acceptance) below. Section 11. Final Acceptance. County's acceptance of the System, Products, and Services will occur according to Appendix G (Performance and Acceptance). Section 12. Personnel and Subcontractors. 12.1. Contractor Personnel. Contractor s hall employ only competent personnel to work on the Proj ect. 12.2. Subcontracts. Contractor may not e nter into subcontracts for any work contemplated under this Agreement, nor may Contractor assign this Agreement, monies due or to become due, by operation of law or otherwise, without the prior written consent of County's Authorized Representative. 12.3. Subcontractor Requirements. Contractor is responsible for the performance or non-perfonnance by its subcontractors of the tasks set forth in this Agreement. General Conditions (Page 3 of 16) Contra Costa County Standard Fom1 Software and Services Agreement Revised 2014 Contractor shall contractually require all subcontractors performing work on the Project to abide by the provisions of this Agreement. 12.4. Contractor and Subcontractor Employee Perfom1ance. Immediatel y upon receipt of written notice from County's Authorized Representative that any Contractor emp loyee, or employee of a subcontractor to Contractor, is not perfonning work on the Project in a sat isfactory manner, Contractor shall remove such employee and, within a reasonable period of time, replace such employee with a qualified employee. 12 .5. County and Contractor Relationship. The parties intend that Contractor, in performing the services specified herein, is acting as an independent contractor and that Contractor shall control the work and the manner in which it is performed. This Agreement is not to be construed to create the relat ionship between the parties of agent, servant, employee, partnership, joint venture, or association. Nothing contained in this Agreement authorizes either party to act as the agent or legal representative of the other for any purpose. No provision of this Agreement grants either party any express or implied right of authority to assume or to create any obligation or responsibility on behal f of or in the name of the other party, or to bind the other party in any manner or thing whatsoever. Contractor and its employees, subcontractors, and subcontractors' employees are not, and will not be deemed to be, employees of County. This Agreement does not give Contractor any right to participate in any pension p lan, workers' compensation p lan, ins ura nce, bonus , o r s im i lar be nefits County provides to its employees. If County exercises its right to terminate this Agreement, Contractor expressly agrees that it shall have no recourse or right of appeal under any rules, regulations, ordinances, or laws applicable to employees. Contractor and its subcontractors are solely responsible for the payment of their respective employees' compensation, including employee taxes, workers' compensation, and any similar taxes associated with their employment. Section 13 . Assistance from County; Rules of Access; Change Management. 13 .1. County Assistance. The County's Authorized Representative and other assigned staff will assist Contractor with the implementation of the Product as necessary. 13.2. Access Rules. While on County's premises in connection with the perfonnance of this Agreement, Contractor shall cause its personnel to comply with County's applicable rules with respect to security, conduct and other matters concerning access to County's premises. Such rules may require in some cases background checks and escorts for Contractor and subcontractor personnel. Upon r eceipt of notice from County's Authorized Representative, Contractor shall immediately remove any of its persotmel assigned to perform work under this Agreement who do n ot comply with such rules. 13.3 . Pro ject Hours. U nless otherwise requested in writing by County's Authorized Representative, t hat port ion of the Project work to be done on County premises General Conditions (Page 4 of 16) Contra Costa County Standard Fonn Software and Services Agr eement Revised 20 14 by Contractor and its subcontractors will be performed between the hours of 8 :00 a.m. and 5:00 p.m. on Business D ays or as requested by County. 13.4. Technical Change Management. In perf01ming its duties for the Project, Contractor shall comply with County's requirements with respect to technical and operational change management. It is understood by Contractor that changing County's computers, in particular its mainframes, requires advance notice and compliance with established County procedures. Section 14. Changes. 14.1. Change Management. Additions, deletions, and modifications to the Products and Services specified under this Agreement may occur only in accordance with the procedures set forth in this Section 14. 14.2. Minor Changes. A "Minor Change" means a change that (i) costs no more than $5,000, and (ii) does not affect a material term of this Agreement , such as the tenn or payment limit of this Agreement or the nature of the scope of services to be provided. Minor Changes may be made by the mutual written agreement of the Authorized Representatives of Contractor and County without the necessity of a formal proposal and estimates so long as they do not caus e the payment limit of this Agreement to be exceeded. 14.3. Major Changes. A "Major Change" means a change that affects a material term of this Agreement, such as the payment limit of this Agreement, Agreement term, or nature and general scope of services. A party seeking a Major Change will inform the other party in wr iting of the details of the proposed Major Change and any requested ten11S concerning the change. For a Major Change requested by Contractor that involves additional or deleted Products or Services, Contractor shall include a written proposal containing the cost of the additiona l or deleted P roduct or Service involved in th e Major Change, and any impacts upon price, delivery schedule, or other terms. For a Major Change requested by County, Contractor shall respond with a written proposal containing the cost of the additional or deleted Services involved in the Major Change within ten (10) Business Days after receipt of a written request for the Major Change. All Major Changes require a written amendment to this Agreement, which may require approval by the County Administrator or by Coun ty's Board of Supervisors. 14.4 . Change Requirements. No change, whether major or mi nor, is binding upon County, and Contractor may not proceed with any change, unless the change is stated in writing and properly approved by each party's Authorized Representative. Section 15. Confidential Information. 15.1. Contractor Handling of Confidential Information. In the course of perfonning Work on the Project, Contractor and its subcontractors may be exposed to Confidential Information. Contractor may use Confidential Information only General Conditio ns (Page 5 of 16 ) Contra Costa County Standard Form Software and Services Agreement Revised 2014 as needed for the Project and may not disclose Confidential Information to others without the advance written consent of County's Auth orized Representative. Contractor shall protect, and shall cause its subcontractors to protect, Confidential Information with the same degree of care that they regularly employ to safeguard their own confidential inforn1ation of a like nature from unauthorized disclosure, but no less than a reasonable degree of care. If Contractor or its subcontractor is required by a governmental agency, court or other quasi-judicial or other regulatory body, or by State or Federal law, to disclose Confidential Infonnation received under this Agreement, Contractor and its subcontractors will not be liable for such disclosure if, prior to such disclosure, Contractor and its subcontractors give notice as promptly as reasonably possible to County's Authorized Representative of such required disclosure so that County may contest such required disclosure. Except as provided herein, Contractor may not disclose Confidential Information. 15 .2. County Handling of Confidential Information. County acknowledges that, during the course of the Project, it and its Auth01ized Representative and personnel may gain access to information that Contractor has marked "Confidential" and/or "Proprietary." Except as required by law, County and its Authorized Representative and personnel shall not disclose any of Contractor's infonnation marked "Confidential" and/or "Proprietary" to any person without Contractor's specific written authorization, except that County may disclose such infonnat ion on a need-to-know basis to Authorized Representatives of County without Contractor's specific written authorization. Notwi thstanding anything contained here in to the contrary, County is a political subdivision of the State of California and is subject to the California Public Records Act (California Government Code Section 6250 et seq., the "Public Records Act"). Any of Contractor's infom1ation marked "Confidential" and/or "Proprietary that County may be obligated to disclose under Cali fornia law may be released and disclosed by County pursuant to the Public Records Act, and any such release or disclosure shall not in any way constitute a breach of this Agreement, nor w ill County be liable to Contractor for such release or disclosure. 15.3. Public Records Act. If County receives a request under the Public Records Act for disclosure of information that Contractor has specifically marked "Confidential" or "Proprietary," County will provide Contractor with written notice of such request (the "Notice of Request for Disclosure"). If Contractor has a reasonable basis for contending that the disclosure of such information is not required by the Public Records Act, Contractor shall, within eight (8) days following the date of mailing of the Notice of Request for Disclosure, notify County in writing of its objection to disclosure of the information and the basis therefor. If County detennines that the information requested is not exempt from disclosure and intends to release the requested information in compliance with the Public Records Act, then it will provide written notice of such intent to Contractor ("Notice of Disclosure"), and the Contractor shall then have ten (10) days from the date of the Notice of Disclosure to seek relief from disclosure required under the Public Records Act in court. If County receives no written objection from Contractor within ten ( 10) days of the date of the General Conditions (Page 6 of 16) Contra Costa County Standard Fonn Software and Services Agreement Rev ised 2014 Notice of Disclosure, County may disclose the information referenced in the Notice of Disclosure. Contractor is respon s ib le for any attorneys ' fees or costs County incurs as a result of Contractor 's objection to disclosure. 15.4. Confidentiality Laws. Contractor agrees to comply, and to require it s officers, partners, associates, agents and employees to comply, with all applicable state and federal statutes and regulations respecting confidentiality, including but not limited to, the identity of persons served under this Agreement, their records, or services provided them, and assures that no person sha ll publish or disclose or pennit or cause to be published or disclosed, any list of persons receiv ing services, except as may be required in the administration of such service. Contractor agrees to infonn all employees, agents and partners of the above provisions, and that any person knowingly and intentionally disclosing such information other than as authorized by law may be guilty of a misdemeanor. 15 .5. Return of Confidential Information. Except for Confidential Information contained in D ocumentation prepared for County by Contractor or it s subcontractors hereunder, upon request by County's Authorized Representative, Contractor and its subcontractors shall return Confidential Information to the County, along with all copies and notes made from it. 15 .6. Survival. This Section 15 shall survive the tennination of this Agreement. Nothing in this Agreement is intended to prevent the County from complying with the Public Records Act and Contractor does not have nor shall it claim any right to damages res ulting from the County's production of records in response to a Public Records Act r equest. Section 16. Default. 16.1. Default. Contractor's failure to p er form any provision of this Agreement, or to r end er its perfonnance under this Agreement in a t ime ly manner, is a default. 16.2. Notice to Cure. If Contractor 's default is curable, County may, but is not required to, deliver written notice to cure a default to Contractor ("Notice to Cure"). Within thirty (30) days following the mailing of the Notice to Cure, Contractor shall cure the default. If Contractor fails to cur e such default w ithin thirty (30) days of the date the Notice to Cure is mailed, then, in addition to any other rights available to under law or equity, County may terminate this Agreement without further notice. 16 .3 . Remedy. If a default is not curable or i f County elects not to give Contractor a Notice to Cure, then, in addition to any other rights avai lable to i t under law or equity, County may immediately ternlinate this Agreement without notice. Upon ter mination by County for Contractor's defau lt, Contractor shall provide County with a pro-rata refund of all Maintenance and Support Services fees and Software license Fees paid in advance. General Conditions (Page 7 of 16) Contra Costa County Standard Fonn Software and Services Agreement Revised 2014 Section 17. Termination. 17.1. County Tennination. In addition to the termination rights granted under Section 16 (Default), County may tenninate this Agreement in whole or in part, w ith or without cause, at any time by providing thirty (30) days advance written notice of tennination to Contractor. County's no tice of termination may direct Contractor to stop work immediately on some or all of the Project and may direct Contractor to continue work until the tennination date on other portions of the Project. 17.2. Contractor Tennination. Contractor may tenninate this Agreement at any time by providing County ninety (90) days advance w ritten notice of temtination. 17.2.1. Actions After Tennination. After Contractor sends County a notice of temtination or receives County's notice of temtination, Contractor shall: (a) comply with the instructions of County with respect to stopping or continuing work until the tennination date; (b) place no further orders or s ubcontracts for Products or third-party services, except as otherwise directed by County; ( c) tenninate all orders for Products and subcontracts to the extent they relate to the performance of work tenninated by the notice of tennination; ( d) return Products to their suppliers, if requested by County and pennitted by such suppliers; (e) deliver Documentation and any custom Software to County in the form it is then in; and (f) return to County a ll Confidential Information, along with all copies and notes made from it and a certificate s igned by Contractor's Authorized Representative evidencing compliance with this provision. 17.2.2. Refund of Fees. If this Agreement is tenninated, County is entitled to a pro-rata refund of all Maintenance and Support Services fees and Software license Fees paid in advance. Section 18. Infringement Protection. 18.1. Infringement Indemnification. If a third patty claims that the Product or System infringes any United States patent, copyright, trade secret or similar inte ll ectual property right, Contractor shall defend County against such claim at Contractor's expense and pay all damages that a court finally awards against County. If such a claim is made or appears poss ible, Contractor shall, within sixty (60) days of such claim, and at its option: (a) secure for County the right to continue to use the infringing portion of the Product or System; or (b) modify or rep lace the Product and System so that it is non-infringing but retains equivalent functionality. If neither of the foregoing o ptions is reasonably available, Contractor shall require County to return the infringing module(s) of the Product or System, and Contractor shall refund County an amount equal to the Software license fee paid for such module(s) under this Agreement, multipli ed by the quotient of (60 minus the number of months elapsed after the Go-Live date) divided by 60 months. The foregoing notwithstanding, Contractor shall have no obligation to indemnify County for General Conditions (Page 8 of 16) Contra Costa County Standard Fonn Software and Services Agreement Revised 2014 any in fringement c la im based on County's modification or misuse of the Product, if the claim would have been avoided had the Product not been modified or misused. 18.2. Royalty Costs. The cost of all royalties or other charges for any patent, copyright, trademark, trade secret, or other proprietary right used in the Proj ect is included in the price for the Project. 18.3 . Survival. This Section 18 shall survive termination of this Agreement. Section 19. Indemnification. 19. l. Indemnification. Contractor shall defend, indemnify, save, and hold hannless County a nd its officers and employees from any and all claims, demands, losses, costs, expenses, and liabilities for a ny damages, fines, sickness, death, or irtjury to person(s) or property, including any and all administrative fines, penalties or costs imposed as a result of an administrative or quasi-judicial proceeding, arising directly or indirectly from or connected with the services provided under this Agreement that are caused, or claimed or a lleged to be caused, in whole or in part, by the negligence or willful misconduct of Contractor, its officers, employees, agents, contractors, subcontractors, or any persons under its direction or control. If requested by County, Contractor shall defend any such suits at its sole cost and expense. If County elects to provide its own defense, Contractor shall reimburse County for any expenditures, including reasonable attorney's fees and costs. Con tractor's obli gations under this Section 19 exist regardless of concurrent negligence or willful misconduct on the part of the County or any other person; provided, however, that Contractor is not required to indemnify County for the proportion of liabili ty a court detemlines is attributable to the sole negligence or willful misconduct of the County, its officers and employees. This provision will survive the expiration or termination of this Agreement. 19.2. County Responsibilities. County will promptly infom1 Contractor of any claims or suits being made or brought against County that arise under the tem1s of this Agreement. County will allow Contractor or its suppliers to control the defense against such claims and suits, and wi ll cooperate, at Contractor's expense, in the defense against any such cl aim or su it, provided however, that in no event may Contractor make any admission of guilt or liability on be half of County without County's prior written consent. Section 20 . Insurance. 20.1. Maintenance of Insurance. During the entire term of this Agreement and any extension or modification hereof, Contractor shall keep in effect insurance policies meet ing the following insurance requirements: 20.1.1. Commercial General Liabi lity Insurance. Contractor shall provide comn1ercial general liability insurance, including coverage for business lo sses and for owned and non-owned automobiles, w ith a minimum General Conditions (Page 9 of 16) Contra Costa County Standard Form Software and Services Agreement Revised 2014 20.1.2. combined single limit coverage of $1,000,000 for all damages, including consequential damages, due to bodily injury, sickness or disease, or death to any person or damage to or destruction of property, including the loss of use thereof, arising from each occurrence. Contractor shall cause such insurance to be endorsed to include County and its officers and employees as additional insureds as to a ll services perfom1ed by Contractor under this Agreement. Such policies must constitute primary insurance as to County and its officers, agents, and employees, so that other insurance policies held by them or their self- insurance programs will not be required to contribute to any loss covered under Contractor's in surance policy or policies. Contractor shall provide County with a copy of the endorsement making the County an additional insured on all commercial general liability policies as required herein no later than the effective date of this Agreement. Workers Compensation. Contractor shall provide compensation insurance for its employees with statutory required by the Labor Code of the State of California. worke rs' limits as 20.1.3. Cyberinsurance. If Contractor will be hosting County data or the Software on Contractor's servers, Contractor shall provide commercial cyberinsurance, in form and substance satisfactory to County, including without limitation, coverage for loss of data, breaches of personally identifiable information, call center services, credit monitoring remedies, and identity restoration services. Contractor shall cause such insurance to be endorsed to include County and its officers and employees as additional insureds. Such policies must constitute primary insurance as to County and its officers, agents, and employees, so that other insurance policies held by them or their self- insurance programs will not be required to contribute to any loss covered under Contractor's insurance policy or policies. Contractor shall provide County with a copy of the endorsement making the County an additional insured on its commercial cyberinsurance policies as required herein no later than the effective date of this Agreement. 20.2 Docume ntation of Coverage. Contractor shall submit to County properly executed certificates of insurance clearly evidencing all coverages and limits required above and copies of additional insured endorsements required above prior to the Effective Date of this Agreement. Contractor agrees to maintain current certificates of insurance evidencing the above -required coverages, limits, and endorsements evidencing the abo ve-specified requirements on file with the County for the duration of this Agreement. If Contractor renews an insurance policy or acquires either a new insurance policy or amends the coverage afforded through an endorsement to a policy at any time during the term of this Agreement, Contractor shall prov id e a current certificate of insurance. General Conditions (Page 10 of 16) Contra Costa County Standard F om1 Software and Services Agreement Revised 2014 20.3. Notice of Cancellation and Material Changes. No later than five days after Contractor 's receipt of: (i) a notice of cance llati on, a notice of an intention to cancel, or a notice of a lapse in any of Contractor's in s uran ce coverage required by this Contract; or (ii) a notice of a material c ha nge to Contrac t or 's insurance coverage required by this Contract, Contractor shall provide Department a copy of such notice of cancellation, notice of intention to cancel, notice of lapse of coverage, or notice of material change. Contractor's fai lure to provide Department the notice as required by the preceding sentence is a default under this Contract 20.4. Policy obligations. Contractor's ind emn ity and other obligations are not limited by the foregoing insurance requirements. 20.5. Survival. This Section 20 shall survive tem1ination of this Agreement. Section 2 1. Warranties. In addition to any other warranties made in this Agreement, Contractor makes the following representations and warranties to County: 21.1. Product Warranties. 21 .1.1 . Software. For a period of ninety (90) days following the date that County accepts the Product pursuant to Appendix G (Performan ce and Acceptance), Contractor warrants that the Product will perform in accordance with Appendix B (Deliverables), Appendix C (Service Plan), Appendix F (Performance and Acceptance Criteria), and the Documentation. 21.1.2. Hardware. For a period of one (1) year from the date of Contractor's installation of the Contractor-developed Hardware, Contractor warrants that such Hardware w ill be free from defects in material and workmanship. 21.2. Service Warranty. Contractor warrants to County that the Services to be performed by it and its subcontractors hereunder will be performed in a competent manner by qualified personnel in confom1ance with industry standards. This warranty will remain in effect during the entire term of this Agreement. To qualify for remedial action under this warranty, County must report a warranty failure to Contractor in writing. Contractor is not respons ible for remedial action under this warranty to the extent the fa ilure to meet the wa1Tanty is caused by modification to the Products by County or anyone other than Contractor or i ts subcontractors , unless such modification is perfonned under Contractor's or it s s ubcontractor's directio n, or is approved in writing by Contractor's Authorized Representative in advance of the modification. If Contractor fails to meet this warranty, Contractor shall use commercially reasonable efforts to correct the failure, provided County makes available to Contractor information concerning the failure. If Contractor is unable, by us ing r easonable efforts, to correct the fai lure within a reasonable pe riod of time, Contractor shall refund to County th at portion of the amounts paid by County General Conditions (Page 11 of 16) Contra Costa County Standard Fonn Software and Services Agreement Revised 2014 that is equivalent to the propottion of the Project affected by the failme and the severity of the failure with respect to the objectives of the Project. 21.3. Third-Patty Warranties. The warranties, if any, issued by third-party manufactmers or suppliers of Products are include d in such Products and Contractor shall cause such warranties to be transferred to County. Contractor represents and warrants that any Hardware manufactured by a third patty and all Third-patty Software qualifies for service under the manufacturer's or publisher's standard warranty and post-warranty maintenance. Contractor shall cause all necessary documentation to be executed to activate such warranty and post-warranty maintenance. 21.4. Intellectual Property Rights. Contractor represents and warrants that it has title to the Software and the authority to grant license to use the Software. 21.5. Title. Contractor represents and warrants to County that County will have good title to each of the Products, free and clear of all liens, encumbrances, and claims. 21.6. New Materials . Contractor watTants that unless otherwise agreed to in writing by County's Authorized Representative, only new materials will be used in each of the Products. 21. 7. Destructive Programming. Contractor represents and warrants to County that at the time of installation, the Software is free of programming intentionally and specifically constructed for the purpose of destroying, interrupting, or otherwise adversely affecting the Software's code or other code or data in a computer, such as by rep l icating itself or another program many times without any useful purpose. 21.8. Organizational Authority. Contractor represents and warrants that it has the corporate power and authority and the legal right to enter into this Agreement and to grant the licenses contemplated by this Agreement and that it has not and shall not enter into agreements and shall not take or fail to take action that may cause Contractor's legal right or ability to grant such licenses to be restricted. 21.9. Ability to Perform. Contractor represents and warrants that it is aware of no circumstances that would impair its ability to fully perform its obligations under this Agreement. Section 22. Endorsement. Contractor may not, in its capacity as a contractor with County: (a) publicly endorse or oppose the use of any particular brand name or commercial prod uct without the prio r approva l of County's Board of Supervisors; (b) publ icly attribute qualities or success, or a lack thereof, to any particular brand name or commercial product without the prior approva l of Co unty 's Board of Supervisors; or (c) take any action or make any appearance that could reasonably be interpreted as the endorsement of a product by County. Notwithstanding the foregoing, Contractor may express its view on products to other contractors, the Board of Supervisors, General Conditions (Page 12 of 16) Contra Costa County Standard Fom1 Software and Services Agreement Revised 2014 County officers, or others who may be authorized by the Board of Supervisors or by law to receive such views. Section 23. Assignment and Subcontracting. 23.1. Contractor may not assign, subcontract, or delegate any of its duties or obligations under this Agreement without prior written consent of County. Any attempted assignment, subcontract, or delegation by Contractor is void and of no effect. Contractor may, upon written notice to County, assign this Agreement or any right or obligation hereunder to any person or entity acquiring all or substantially a ll of the assets of Contractor and continuing the business of Contractor. This Agreement binds t he heirs, successors, permitted assigns and representatives of Contractor. 23 .2. All software and services from third part ies to be provided by Contractor hereunder will be licensed to the County pursuant to the terms and conditions of the license agreements provided by the publishers or providers of such software or services. Section 24. Choice of Law and P ersonal Jurisdiction. This Agreement is made in Contra Costa County and is governed by, and will be construed in accordance with, the laws of the State of California. The parties, to the fullest extent permitted by law , knowingly, intentionally, and voluntaril y, with a nd upon the advice of competent counsel, submit to personal jurisdiction in the State of California over any suit, action or proceeding arising from or relating t o the terms of this Agreement. Any action relating to this Agreement must be instituted and prosecuted in the courts of Contra Costa County, State of California. Section 25. Compliance with Law. Contractor is subject to and must comply with all applicable federa l, state, and local laws and regulations with respect to its p erformance under this Agreement, including but not limited to, licensing, employment, and purchasing practices; and wages, hours, and conditions of employment, including nondiscrimination. Should federal or state regulations or laws touching upon the subject of this Agreement be adopted or revised during the term hereof, this Agreement will be deemed amended to assure conformance with such federal or state requirements. Contractor agrees that all goods and services under this Agreement will be avai lable to all qualified persons regardless of age, gender, race, religion, color, national origin, ethnic background, disability, or sexual orientat ion, and that none will be used, in whole or in part, fo r religious worship. Section 26. Notices. All notices to be provided under this Agreement will be in writing and may be delivered by deposit in the United States mail, postage prepaid. Notices to County must be addressed to the department head of the County department for which this Agreement is made at the addres s set forth in the Bas ic T erms. Notices to Contractor must be addressed to the Contractor's address set forth in the Basic T erms . Notices sent by United States mail are effective three (3) days after the date of deposit in the mail. General Conditio ns (Page 13 of 16) Contra Costa County Standard Form Software and Services Agreement Revised 2014 Section 27. Records. Contractor must keep and make ava ilable for inspection and copying by authorized repre sentatives of the County, the State of California, and the United States Government, the Contractor's regular bus in ess records and such additional records pertaining to this Agreement as may be required by the County. 27.1. Retention of R ecords. Contractor must retain all do cuments pertaining to this Agreement for five years from the date of submission of Contractor 's final payment demand or final cost report; for any further period that is required by law; and until all federal/state audits are complete and exceptions resolved for this Agreement's funding period. Upon request, Contractor mu st make these records available to authorized representatives of the County, the State of California, and the United States Government. 27.2. Access to Books and Records of Contractor, Subcontractor. Pursuant to Section 1861(v)(l) of the Social Security Act, and any regulations promulgated thereunder, Contractor must, upon written request and until the expiration of five years after the furnishing of services pursuant to this Agreement, make available to the County, the Secretary of Health and Human Services, or the Comptroller Genera l, or any of th eir duly authorized representatives, this Agreement and books, documents, and records of Contractor necessary to certify the nature and extent of all costs and charges hereunder. Further, if Contractor carries out any of the duties of this Agreement through a subcontract with a value or cost of $10,000 or more over a twelve-month period, such subcontract must contain a clause to the effect that upon written request and until the expiration of five years after the furnishing of services pursuant to such subcontract, the subcontractor must make available to the County, the Secretary, the Comptroller General, or any of their duly authorized representatives, the subcontract and books, documents, and records of the subcontractor nec essary to verify the nature and extent of all costs and charges thereunder. This provision is in addition to any and all other te1ms regarding the maintenance or retention of records under this Agreement and is binding on the heirs, successors, assigns and repre sentatives of Contractor. Section 28. Waiver. 28. l. No Implied Waiver. The waiver by County of any breach of any term or provision of this Agreement will not be deemed to be a waiver of such tenn or provision or of any subsequent breach of the same or any other tenn or provision contained herein. 28.2. No Waiver by County. Except as express ly set forth in this Agreement, inspections, approvals, or statements by any officer, agent or employee of County indicating that Contractor's performance or any pait thereof complies with the requirements of this Agreement, or acceptance of the whole or any part of such perfom1ance , or payments therefor, or any comb inat ion of these acts, do no t re lieve Contractor's obli gatio n to fu lfi ll this Agreement as prescribed; nor is the County thereby prevented from bringing any action for General Conditions (Page 14 of 16) Contra Costa County Standard Fo1111 Software and Services Agreement Revised 20 14 damages or enforcement arising from any fai lure to comply with any of the ten ns and conditions of this Agreement. Section 29. Reporting Requirements. Pursuant to Government Code Section 7550, Contractor must include in all documents and written reports completed and submitted to County in accordance with this Agreement, a separate section listing the numbers and dollar amounts of a ll contracts and subcontracts relating to the preparation of each such document or written r eport. This Section 29 applies only if the payment limit of this Agreement exceeds $5,000. Section 30. Nonrenewal. Contractor understands and agrees that there is no representation, implication, or understanding t hat the services provided by Contractor u nder this Agreement will be purchased by County under a new contract fo llowing expiration or ternunation of this Agreement, and Contractor waives all rights or claims to notice or hearing respecting any failure to continue purchasing all or any such services from Contractor. Section 31. No Third-Party Beneficiaries. Nothing in this Agreement may be construed to create, and the parties do not intend to create, any rights in third parties. Section 32. Copyrights, Ri ghts in Data, and Works Made for Hire. Contractor shall not publish or transfer any materials produced or resulting from activities supported by this Agreement without the express written consent of the County Administrator. All re ports, origin al drawings, graphics, plans, studies and other data and documents, in whatever form o r format, assembl ed or prepared by Contactor or Contractor's subcontractors, consultants, and other agents in connection with this Agreement are "works made fo r hire" (as defined in the Copyrig ht Act, 17 U.S .C. Section 101 et seq., as amended) for County, and Contractor unconditionally and irrevocably transfers and assigns to County all right, title, and interest , including all copyrights and other intellectual property rights, in o r to the works made for hire. Unless required by law, Contractor shall not pub lish, transfer , discuss, or disclose any of the above-describ ed works made for hire or any information gat hered, discovered, or gen erated in a ny way through thi s Agreement, w ith o ut County's prior express w ritten consent. If any of the works made for hire is subject to copyright protection, County reserves the right to copyright s uch works and Contractor agrees not to copyri ght such works. If any works mad e for hire are copyrighted, County reserves a royalty- free, irrevocable l icense to reproduce, publish, and use the works made for hire, in who le or in part, without restriction or limitation, and to authorize others to do so. Section 33. Conflicts of Interest. Contractor represents and warrants that it presentl y h as no interest and covenants that it will not acquire any interest, d i rect o r indirect, that represents a financial conflict of interest under s tate law or that would otherwise conflict in a ny manner or degree with the performance of its services under this Agreement. Contractor further covenants that in the performance of this Agreement, no person having any such interests will be employed by Contractor. If requested to do so by County, Contractor shall comp lete a "Statement of Economic In terest" for m and file it with County and will requ ire any other person doing work under this Agreement to complete a "Stat ement of Econo mic Inte rest" form and file it with County. Contractor covenants that Contractor, its e mployees and officials, are not General Conditions (Page 15 of 16) Contra Costa County Standard Fonn Software and Services Agreement Revised 2014 now employed by County and have not b een so employed by County within twelve months inunediately preceding this Agreement; or, if so employed, did not then and do not now occupy a position that would create a conflict of interest under Govenunent Code section l 090. In addition to any indemnity provided by Contractor in this Agreement, Contractor shall indemnify, defend, and hold the County hannless from any and all claims, investigations, liabilities, or damages resulting from or related to any and all alleged conflicts of interest. Contractor represents and warrants that it has not provided, attempted to provide, or offered to provide any money, gift, gratuity, thing of value, or compensation of any kind to obtain this Agreement. Section 34. Required Audit. 34. l. Federal Grant Funds Audit. If Contractor is funded by $500,000 or more in federal grant funds in any fiscal year from any source, Contractor shall provide to County, at Contractor's expense, an audit confonning to the requirements set forth in the most current version of Office of Management and Budget Circular A-133. If Contractor is funded by less than $500,000 in federal grant fund s in any fiscal year from any source, but such grant imposes specific audit requirements, Contractor must provide County with an audit confonning to those requirements. 34.2. Records Availability. If Contractor is funded by less than $500,000 in federal grant funds in any fiscal year from any source, Contractor is exempt from federal audit requirements for that year; however, Contractor's records must be avai lable for, and an audit may be required by, appropriate officials of the federal awarding agency, the General Accounting Office (GAO), the pass- thrnugh entity and/or the County. 34.4. Conduct of Audit; Withholding. If any audit is required, Contractor shall provide County with such audit. Contractor is solely responsible for arranging for the conduct of the audit, and for its cost. County may withhold the estimated cost of the audit or l O percent of the amount of this Agreement, whichever is greater, or the final payment, from Contractor until County receives the audit from Contractor. Section 35 . Attorneys ' Fees. In any legal action or other proceeding brought to enforce or interpret the terms of this Agreement, the prevailing party will be entitled to recover reasonable attorneys' fees and costs. Section 36. Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof, and supersedes all prior and contemporaneous conununications, promises, representations or agreements. This Agreement may only be modified and amended upon the express written agreement of the parties. Section 36. Counterparts. This Agreement may be signed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. General Conditi ons (P age 16 of 16) RECOMMENDATION(S): The Board of Supervisors, as the Governing Board of the Contra Costa County Flood Control and Water Conservation District on behalf of the Contra Costa Clean Water Program: APPROVE and AUTHORIZE the Chair, Board of Supervisors, to execute a contract with the Bay Area Stormwater Management Agencies Association, effective July 1, 2018, to October 1, 2020, in an amount not to exceed $228,194.00, for regional projects, project management services and related costs, in a form substantially similar to the attached contract, subject to approval by the County Administrator and approval as to form by County Counsel. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Mark Boucher 925-313-2274 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stacey M. Boyd, Deputy cc: C. 13 To:Board of Supervisors From:Brian M. Balbas, Public Works Director/Chief Engineer Date:June 18, 2019 Contra Costa County Subject:APPROVE and AUTHORIZE execution of a contract with the Bay Area Stormwater Management Agencies Association. FISCAL IMPACT: Payment will be drawn from the Contra Costa Clean Water Program (“Contra Costa CWP”) fund. Program funding is provided by the County and 19 cities and towns within Contra Costa County. The County’s share of the above payment is approximately $34,230. BACKGROUND: Municipalities are required by federal law to obtain permits in order to discharge stormwater into receiving waters such as rivers, lakes and bays. Permits are issued under the National Pollutant Discharge Elimination System (“NPDES”) permit program, administered by the U.S. Environmental Protection Agency. In California, NPDES permit program administration is delegated to the State Water Resources Control Board and its Regional Water Quality Control Boards. In Contra Costa County, the municipal storm sewer systems located within both the incorporated and unincorporated areas are permitted under a Joint Municipal Regional Stormwater NPDES Permit No. CAS612008 (“Joint MRP”) issued by the San Francisco Bay Regional Water Quality Control Board (“Regional Board”). The Joint MRP compliance is managed by the Contra Costa CWP, a stormwater quality management program formed by the County, Contra Costa County Flood Control and Water Conservation District (“District”) and the 19 incorporated cities and towns located in Contra Costa County (the “Permittees”). The District is the contracting authority and fiscal agent for the Contra Costa CWP. Compliance with some of the provisions of the Joint MRP has historically involved participation in regional projects with other stormwater quality management programs and agencies in the Bay Area. Regional projects have been managed for several years by the Bay Area Stormwater Management Agencies Association (“BASMAA”), a nonprofit corporation that facilitates cooperative efforts by the stormwater quality management agencies. BASMAA generally retains consultants to perform projects in return for payments from participating agencies to cover BASMAA’s costs. Regional Project Services The Contra Costa CWP has determined that, for purposes of compliance with the Joint MRP, it is necessary to participate in the funding of 10 regional projects through BASMAA. Seven of the projects are to be completed in Fiscal Year 2018-2019, and three others extend through Fiscal Year 2019-2020. The regional projects are: 1. Pesticides Toxicity – Regulatory Modernization 2. Creek Status Monitoring Coordination 3. Pollutants of Concern Monitoring for Source Identification and Management Action Effectiveness 4. On-Call Services to Maintain the Regional Monitoring Coalition Monitoring Database 5. Managing PCBs Containing Materials and Wastes during Building Demolition – Phase 1 6. Integrated Pest Management Partnership Program 7. Regional Monitoring Coalition Database Quality Assurance/Quality Control Tool 8. Regional Stressor/Source Identification Work Plan 9. Preliminary and Final Reports on Trash Receiving Water Monitoring Program 10. Refined Source Control Load Reduction Accounting for Reasonable Assurance Analysis Complete descriptions of each project and associated tasks are set forth in the attached contract. The cost to be paid for these projects under this contract will not exceed $133,775.00 . Project Management Services Regional projects are managed by BASMAA staff. After contracts are approved by the BASMAA board of Regional projects are managed by BASMAA staff. After contracts are approved by the BASMAA board of directors, BASMAA staff manages the contracts and oversees the work performed by the consultants. These efforts include reviewing invoices and draft work products and preparing monthly status reports to the BASMAA board. The BASMAA executive director also acts as a point of contact for questions regarding projects and responds to requests for information. The cost to be paid for these project management services under this contract will not exceed $74,219.00. Costs The proposed Contract also provides for payment in an amount not to exceed $20,200.00 for the preparation of detailed costs reports that will be used to calculate BASMAA’s actual costs of providing the above services. Under the Contract, the District will be obligated to pay the lesser of the above amounts or BASMAA’s actual costs. CONSEQUENCE OF NEGATIVE ACTION: Failure to execute the contract with BASMAA could jeopardize compliance with the Joint Permit and limit opportunities to work with other stormwater quality management programs and agencies on future regional projects. RECOMMENDATION(S): DENY claim filed by Melvin L. Toponce. DENY late claim filed by Keenan Wilkins. FISCAL IMPACT: No fiscal impact. BACKGROUND: Melvin L. Toponce: Property claim for damage to residence by County employees in the amount of $4,267.50 Keenan Wilkins: Request that Board of Supervisors accept a late claim. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Scott Selby 925.335.1400 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stacey M. Boyd, Deputy cc: C. 14 To:Board of Supervisors From:David Twa, County Administrator Date:June 18, 2019 Contra Costa County Subject:Claims RECOMMENDATION(S): RECEIVE public report of litigation settlement agreements that became final during the period of April 1, 2019, through May 31, 2019, as recommended by County Counsel. FISCAL IMPACT: Settlement amounts are listed below. BACKGROUND: One agreement to settle pending litigation, as defined in Government Code section 54956.9, became final during the period of April 1, 2019, through May 31, 2019. James Butler, et al. v. County of Contra Costa, et al., C.C.C. Sup. Ct. Case No. C16-01784. On February 26, 2019, the Board approved settlement of this wrongful death lawsuit. The Board authorized settlement in the amount of $650,000, inclusive of attorneys fees and costs, in closed session by a 4-0 vote, Supervisor Burgis absent. The settlement agreement was fully executed on April 3, 2019. This report includes final settlements of litigation matters handled by the Office of the County Counsel. This report does not include litigation settlements that were reported APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Thomas Geiger 925-335-1800 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stacey M. Boyd, Deputy cc: Thomas Geiger, Asst County Counsel, Denise Rojas, Interim Risk Manager C. 15 To:Board of Supervisors From:Sharon L. Anderson, County Counsel Date:June 18, 2019 Contra Costa County Subject:Public report of litigation settlement agreements that became final during the period of April 1, 2019, through May 31, 2019 BACKGROUND: (CONT'D) by the Risk Management Division of the County Administrator's Office as a consent item on the Board's open session agenda. CONSEQUENCE OF NEGATIVE ACTION: The report would not be accepted. RECOMMENDATION(S): ACCEPT Board members meeting reports for May 2019. FISCAL IMPACT: No fiscal impact. BACKGROUND: Government Code section 53232.3(d) requires that members of legislative bodies report on meetings attended for which there has been expense reimbursement (mileage, meals, lodging ex cetera). The attached reports were submitted by the Board of Supervisors members in satisfaction of this requirement. District V has nothing to report. CONSEQUENCE OF NEGATIVE ACTION: The Board of Supervisors will not be in compliance with Government Code 53232.3(d). APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Joellen Bergamini 925.335.1906 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: June McHuen, Deputy cc: C. 16 To:Board of Supervisors From:David Twa, County Administrator Date:June 18, 2019 Contra Costa County Subject:ACCEPT Board members meeting reports for May 2019 ATTACHMENTS District I May 2019 Report District II May 2019 Report District IV May 2019 Report District III May 2019 Report District III May 2019 Report Supervisor John Gioia May – 2019 Monthly Meeting Statement Government Code section 53232.3(d) requires that members of legislative bodies report on meetings attended for which there has been expense reimbursement (mileage, meals, lodging, etc.). Supervisor Gioia did not seek reimbursement from the County for any meetings that he attended in his capacity as a County Supervisor during the month of May, 2019. Supervisor Candace Andersen – Monthly Meeting Report May 2019 Date Meeting Location 1 CCCERA Concord 2 CCCTA Concord 2 Mayors Conf Lafayette 3 Citizens Corp San Ramon 4 JMLT Anniversary Event Martinez 5 Tri Valley Gala Dublin 6 SWAT San Ramon 7 Board of Supervisors Martinez 8 Exchange Club Danville 9 East Bay EDA Oakland 10 EBRCSA Alameda 10 SRV Mental Health San Ramon 11 Mental Health Awareness San Ramon 13 Family & Human Services Ma rtinez 13 Internal Operations Martinez 14 Board of Supervisors Martinez 15 Riviera Housing Grand Opening Walnut Creek 16 CCCTA Concord 16 ABAG Exec Board San Francisco 19 Military Recruitment Danville 20 Census Steering Committee Martinez 21 Board of Supervisors Martinez 21 TRAFFIX Danville 22 CCCERA Concord 22 TriValley Cities Council San Ramon 23 EBEDA Spring Membership Meeting Oakland 23 Orinda Fuel Break Tour Orinda 23 Recycle Smart Walnut Creek Supervisor Karen Mitchoff May 2019 DATE MEETING NAME LOCATION PURPOSE 05/07/19 Board of Supervisors Meeting Martinez Decisions on agenda items 05/08/19 Speak at Coldwell Banker Meeting Walnut Creek Community Outreach 05/10/19 ABAG Legislation & Administrative Committee San Francisco Decisions on agenda items 05/13/19 Legislation Committee Martinez Decisions on agenda items 05/14/19 Board of Supervisors Meeting Martinez Decisions on agenda items 05/16/19 ABAG Legislation, Finance and Executive San Francisco Decisions on agenda items 05/17/19 DCC Supervisor's In Person Meeting Oakley Water Advocacy 05/21/19 Board of Supervisors Meeting San Francisco Decisions on agenda items 05/23/19 CCCSWA Board Meeting Walnut Creek Decisions on agenda items 05/29/19 DCC Supervisor's In Person Meeting Courtland Water Advocacy 05/29/19 Restore the Delta Event Lodi Water Advocacy 05/30/19 CCCSWA Special Board Meeting Walnut Creek Decisions on agenda items 05/30/19 Infrastructure Round Table Martinez Meeting w/Congressman DeSaulnier Date Meeting Name Location 1-May Sound the Alarm Event Antioch 1-May Meeting with Loaves and Fishes of Contra Costa Martinez 1-May County Selection Committee for Legislative Advocacy Contracts Martinez 1-May Mental Health Commission Meeting Pleasant Hill 2-May Meeting with Library Commissioner, Don McCormick Brentwood 2-May Meeting with Agricultural Commissioner, Matthew Slattengren Brentwood 2-May Meeting with Airport Committee Member, Ron Reagan Brentwood 2-May Family Justice Center Event Blackhawk 3-May Family Justice Center Meeting Concord 3-May Republic Services Luncheon Emeryville 4-May Pre-Fire Season Planning Event Clayton 4-May Special Needs Prom Parade Brentwood 6-May Phone Meeting with Assemblymember Wicks Brentwood 6-May County Selection Committee for Legislative Advocacy Contracts Martinez 7-May Board of Supervisors Meeting Martinez 8-May Airport Committee Meeting Concord 8-May Meeting with Lillian Roselin, John Muir Health Concord 9-May Tour of Renovated Oakland Temple of the Church of Jesus Christ of Latter Day Saints Oakland 9-May Meeting with Brian Balbas, Director of Public Works Martinez 9-May East Contra Costa Regional Fee & Finance Authority Meeting Antioch 9-May State Route 4 Bypass Authority Meeting Antioch 9-May Transplan Meeting Antioch 10-May Northern Waterfront Forum Antioch 13-May Legislation Committee Meeting Martinez 13-May Internal Operation Committee Meeting Martinez 13-May Meeting with Blackhawk Country Club Martinez 14-May Board of Supervisors Meeting Martinez 15-May Meeting with East Bay Regional Park District Brentwood 15-May Vasco Caves Tour with East Bay Regional Park District Brentwood Supervisor Diane Burgis - May 2019 AB1234 Report (Government Code Section 53232.3(d) requires that members legislative bodies report on meetings attended for which there has been expense reimbursement (mileage, meals, lodging, etc). 16-May Meeting with Shirley Krohn, Advisory Council on Aging Brentwood 16-May Meeting with John Kopchik, Director of Conservation and Development Brentwood 16-May Delta Protection Commission Meeting Walnut Grove 16-May NAMI 1st Annual Appreciation and Awards Dinner Concord 17-May Delta Counties Coalition Meeting Oakley 17-May Antioch 2019 State of the City Event Antioch 18-May League of Women Voters Census Complete Count Meeting Pittsburg 20-May 2020 Census Meeting Martinez 21-May Board of Supervisors Meeting Martinez 21-May Contra Costa County Fire Protection District Meeting Martinez 21-May Housing Authority Meeting Martinez 22-May 2019 United Associations California State Apprenticeship Contest Concord 22-May Meeting with Public Defender's Office Brentwood 22-May 2019 Military/Veteran Banner Program-Unveiling Ceremony Brentwood 23-May 2019 Antioch Police Department Awards Ceremony Antioch 24-May Delta 6 Meeting Pittsburg 25-May 2019 Delta Softball Tournament of Heroes Antioch 25-May City of Oakley's 8th Annual Memorial Day Observance Ceremony Oakley 27-May Memorial Day Ceremony at Contra Costa County Veterans Monument Pleasant Hill 29-May Delta Counties Coalition Meeting Courtland 29-May Meeting with San Ramon Valley Fire Protection District Brentwood 29-May Delta Communities Stronger Together Event Lodi 30-May First 5 Policy Meeting Pleasant Hill 30-May East County Nonprofit Capacity Building Meeting Antioch 30-May Special Board of Supervisors Meeting Martinez 31-May Delta Counties Coalition Phone Meeting Brentwood * Reimbursement may come from an agency other than Contra Costa County Purpose Community Outreach Business Meeting Business Meeting Business Meeting Business Meeting Business Meeting Business Meeting Community Outreach Business Meeting Community Outreach Community Outreach Community Outreach Business Meeting Business Meeting Business Meeting Business Meeting Business Meeting Community Outreach Business Meeting Business Meeting Business Meeting Business Meeting Community Outreach Business Meeting Business Meeting Business Meeting Business Meeting Business Meeting Business Meeting Supervisor Diane Burgis - May 2019 AB1234 Report (Government Code Section 53232.3(d) requires that members legislative bodies report on meetings attended for which there has been expense reimbursement (mileage, meals, lodging, etc). Business Meeting Business Meeting Business Meeting Community Outreach Business Meeting Community Outreach Business Meeting Business Meeting Business Meeting Business Meeting Business Meeting Community Outreach Business Meeting Community Outreach Community Outreach Business Meeting Community Outreach Community Outreach Community Outreach Business Meeting Business Meeting Community Outreach Business Meeting Business Meeting Business Meeting Business Meeting * Reimbursement may come from an agency other than Contra Costa County Date Meeting Name Location 1-May Sound the Alarm Event Antioch 1-May Meeting with Loaves and Fishes of Contra Costa Martinez 1-May County Selection Committee for Legislative Advocacy Contracts Martinez 1-May Mental Health Commission Meeting Pleasant Hill 2-May Meeting with Library Commissioner, Don McCormick Brentwood 2-May Meeting with Agricultural Commissioner, Matthew Slattengren Brentwood 2-May Meeting with Airport Committee Member, Ron Reagan Brentwood 2-May Family Justice Center Event Blackhawk 3-May Family Justice Center Meeting Concord 3-May Republic Services Luncheon Emeryville 4-May Pre-Fire Season Planning Event Clayton 4-May Special Needs Prom Parade Brentwood 6-May Phone Meeting with Assemblymember Wicks Brentwood 6-May County Selection Committee for Legislative Advocacy Contracts Martinez 7-May Board of Supervisors Meeting Martinez 8-May Airport Committee Meeting Concord 8-May Meeting with Lillian Roselin, John Muir Health Concord 9-May Tour of Renovated Oakland Temple of the Church of Jesus Christ of Latter Day Saints Oakland 9-May Meeting with Brian Balbas, Director of Public Works Martinez 9-May East Contra Costa Regional Fee & Finance Authority Meeting Antioch 9-May State Route 4 Bypass Authority Meeting Antioch 9-May Transplan Meeting Antioch 10-May Northern Waterfront Forum Antioch 13-May Legislation Committee Meeting Martinez 13-May Internal Operation Committee Meeting Martinez 13-May Meeting with Blackhawk Country Club Martinez 14-May Board of Supervisors Meeting Martinez 15-May Meeting with East Bay Regional Park District Brentwood 15-May Vasco Caves Tour with East Bay Regional Park District Brentwood Supervisor Diane Burgis - May 2019 AB1234 Report (Government Code Section 53232.3(d) requires that members legislative bodies report on meetings attended for which there has been expense reimbursement (mileage, meals, lodging, etc). 16-May Meeting with Shirley Krohn, Advisory Council on Aging Brentwood 16-May Meeting with John Kopchik, Director of Conservation and Development Brentwood 16-May Delta Protection Commission Meeting Walnut Grove 16-May NAMI 1st Annual Appreciation and Awards Dinner Concord 17-May Delta Counties Coalition Meeting Oakley 17-May Antioch 2019 State of the City Event Antioch 18-May League of Women Voters Census Complete Count Meeting Pittsburg 20-May 2020 Census Meeting Martinez 21-May Board of Supervisors Meeting Martinez 21-May Contra Costa County Fire Protection District Meeting Martinez 21-May Housing Authority Meeting Martinez 22-May 2019 United Associations California State Apprenticeship Contest Concord 22-May Meeting with Public Defender's Office Brentwood 22-May 2019 Military/Veteran Banner Program-Unveiling Ceremony Brentwood 23-May 2019 Antioch Police Department Awards Ceremony Antioch 24-May Delta 6 Meeting Pittsburg 25-May 2019 Delta Softball Tournament of Heroes Antioch 25-May City of Oakley's 8th Annual Memorial Day Observance Ceremony Oakley 27-May Memorial Day Ceremony at Contra Costa County Veterans Monument Pleasant Hill 29-May Delta Counties Coalition Meeting Courtland 29-May Meeting with San Ramon Valley Fire Protection District Brentwood 29-May Delta Communities Stronger Together Event Lodi 30-May First 5 Policy Meeting Pleasant Hill 30-May East County Nonprofit Capacity Building Meeting Antioch 30-May Special Board of Supervisors Meeting Martinez 31-May Delta Counties Coalition Phone Meeting Brentwood * Reimbursement may come from an agency other than Contra Costa County Purpose Community Outreach Business Meeting Business Meeting Business Meeting Business Meeting Business Meeting Business Meeting Community Outreach Business Meeting Community Outreach Community Outreach Community Outreach Business Meeting Business Meeting Business Meeting Business Meeting Business Meeting Community Outreach Business Meeting Business Meeting Business Meeting Business Meeting Community Outreach Business Meeting Business Meeting Business Meeting Business Meeting Business Meeting Business Meeting Supervisor Diane Burgis - May 2019 AB1234 Report (Government Code Section 53232.3(d) requires that members legislative bodies report on meetings attended for which there has been expense reimbursement (mileage, meals, lodging, etc). Business Meeting Business Meeting Business Meeting Community Outreach Business Meeting Community Outreach Business Meeting Business Meeting Business Meeting Business Meeting Business Meeting Community Outreach Business Meeting Community Outreach Community Outreach Business Meeting Community Outreach Community Outreach Community Outreach Business Meeting Business Meeting Community Outreach Business Meeting Business Meeting Business Meeting Business Meeting * Reimbursement may come from an agency other than Contra Costa County RECOMMENDATION(S): ADOPT Resolution No. 2019/91 in honor of Contra Costa Animal Services Lieutenant Manuel Morales for his 26 years of service. FISCAL IMPACT: None. BACKGROUND: None. CONSEQUENCE OF NEGATIVE ACTION: None. CHILDREN'S IMPACT STATEMENT: None. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: (925) 608-8470 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stephanie Mello, Deputy cc: C. 17 To:Board of Supervisors From:Beth Ward, Animal Services Director Date:June 18, 2019 Contra Costa County Subject:ASD Service Award 26 Years Manuel Morales AGENDA ATTACHMENTS Resolution 2019/91 MINUTES ATTACHMENTS Signed Resolution No. 2019/91 In the matter of:Resolution No. 2019/91 RECOGNIZING the contributions of Animal Services Field Lieutenant Manuel Morales on the occasion of his 26 years of service to Contra Costa County. WHEREAS Manuel Morales began his career with Contra Costa County as an Animal Services Field Officer on October 4, 1993, where he has had the experience of working with the public, performing field animal services work in accordance with State laws and County ordinances to ensure public safety. and WHEREAS Manual Morales was promoted to Animal Services Lieutenant on May 1, 2017 and is currently serving our County.   NOW, THEREFORE, BE IT RESOLVED that the Contra Costa County Board of Supervisors does hereby recognize and honor Manuel Morales for his 26 years of service, and give its full appreciation for his service to the Animal Services Department and the people and animals of this County.  ___________________ JOHN GIOIA Chair, District I Supervisor   ______________________________________ CANDACE ANDERSEN DIANE BURGIS District II Supervisor District III Supervisor   ______________________________________ KAREN MITCHOFF FEDERAL D. GLOVER District IV Supervisor District V Supervisor   I hereby certify that this is a true and correct copy of an action taken  and entered on the minutes of the Board of Supervisors on the date  shown.   ATTESTED:    June  18, 2019    David J. Twa,    By: ____________________________________, Deputy C.17 RECOMMENDATION(S): None FISCAL IMPACT: none BACKGROUND: none APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: (925) 252-4500 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stephanie Mello, Deputy cc: C. 18 To:Board of Supervisors From:Diane Burgis, District III Supervisor Date:June 18, 2019 Contra Costa County Subject:Resolution recognizing the 20th Anniversary of the City of Oakley, as recommended by Supervisor Diane Burgis AGENDA ATTACHMENTS Resolution 2019/190 MINUTES ATTACHMENTS Signed Resolution No. 2019/190 THE BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY, CALIFORNIA and for Special Districts, Agencies and Authorities Governed by the Board Adopted this Resolution on 06/18/2019 by the following vote: AYE:5 John Gioia Candace Andersen Diane Burgis Karen Mitchoff Federal D. Glover NO: ABSENT: ABSTAIN: RECUSE: Resolution No. 2019/190 The 20th Anniversary of the City of Oakley WHEREAS While portions of Oakley were settled in the late 1800s, the area was really an unforgotten area of unincorporated Contra Costa County and not much planning or attention was given by County leaders, and WHEREAS Oakley incorporated in 1999 after several years of effort by a small group of committed residents wanting to help Oakley residents shape their own future and destiny, and WHEREAS Because of its small size and very small tax base, many told these early Oakley leaders that Oakley wouldn’t make it and would have to dis-incorporate after 5-7 years, and WHEREAS A strong and dedicated City Council was able to attract competent and professional staff and together created a lean and efficient organizational model that has allowed Oakley to thrive, and WHEREAS Oakley is now the 9th largest city in the County with a population approaching 45,000, and WHEREAS Oakley has for several years been named one of the safest cities in all of California, being ranked 21st safest this past year, and WHEREAS While Oakley originally contracted with the Contra Costa Sheriff’s Office for police services, has now formed its own in-house Police Department and has been able to add 5 additional sworn officers with the cost savings, and WHEREAS Known as “A Place for Families in the Heart of the Delta,” Oakley boasts of having one of the youngest population in the Bay Area as more and more people move in, and WHEREAS Quality housing, good schools and a low crime rate have led to thousands of new resident calling Oakley “home”, and WHEREAS While there was really only 1 significant park in Oakley prior to Incorporation, the community now has 36 parks and more park acreage than much larger cities, and WHEREAS In partnership with the State Department of Water Resources, the City designated an additional 1,200 acres of open space for the Dutch Slough Tidal Restoration Project – very few cities have designated such a large amount of open space area, and WHEREAS In addition to the additional parks being built since incorporation, also built has been a City Hall, a Recreation Center, two Fire Stations, a Corp Yard, a Senior Center, the widening of former country roads to full-width arterials and a Downtown commercial core, and WHEREAS The City of Oakley now celebrates the 20th Anniversary and look back on the many successes, but with the full knowledge and commitment that the best years are yet to come. That we pause in our deliberations to congratulate the City of Oakley on the occasion of the 20th anniversary . Contact: (925) 252-4500 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stephanie Mello, Deputy cc: C.18 RECOMMENDATION(S): ADOPT Resolution No. 2019/456 to honor the opening of the Oakley Senior Center. FISCAL IMPACT: No fiscal impact. BACKGROUND: This item adopts a resolution honoring the opening of the Oakley Senior Center. CONSEQUENCE OF NEGATIVE ACTION: The resolution will not be adopted. CHILDREN'S IMPACT STATEMENT: No impact. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Dawn Morrow, (925) 252-4500 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stephanie Mello, Deputy cc: C. 19 To:Board of Supervisors From:Diane Burgis, District III Supervisor Date:June 18, 2019 Contra Costa County Subject:Resolution to honor the opening of the Oakley Senior Center, as recommended by Supervisor Diane Burgis AGENDA ATTACHMENTS Resolution 2019/456 MINUTES ATTACHMENTS Signed Resolution No. 2019/456 C.19 THE BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY, CALIFORNIA and for Special Districts, Agencies and Authorities Governed by the Board Adopted this Resolution on 06/18/2019 by the following vote: AYE:5 John Gioia Candace Andersen Diane Burgis Karen Mitchoff Federal D. Glover NO: ABSENT: ABSTAIN: RECUSE: Resolution No. 2019/456 IN THE MATTER OF : Adopting a Resolution to Honor the Opening of the Oakley Senior Center WHEREAS, after years of planning, the City of Oakley’s new Senior Center is complete; and WHEREAS, the building housing the Oakley Senior Center was the old Oakley firehouse; one of three buildings that were built identically in Byron, Knightsen and Oakley, in 1962; and WHEREAS, the Oakley Senior Center, located at 215 Second Street, was initiated by Shirley Darling; and WHEREAS, the Oakley Senior Center was completed with hard work and efforts by Tim Lear; and WHEREAS, the Oakley Senior Center is dedicated to seeing a safe, local place for all seniors to feel comfortable getting back into their community; and WHEREAS, the Oakley Senior Center will be recognized as a center for delivery of services to older adults; and WHEREAS, the Oakley Senior Center will be a resource for Elder Abuse Awareness and other Senior Outreach Services; and WHEREAS, the Oakley Senior Center will be a benefit to increase public awareness of the citizens of the City of Oakley and surrounding areas of senior issues. NOW, THEREFORE, BE IT RESOLVED that the Contra Costa County Board of Supervisors commends the City of Oakley and its senior community on the opening of the Oakley Senior Center. Contact: Dawn Morrow, (925) 252-4500 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stephanie Mello, Deputy cc: RECOMMENDATION(S): ADOPT Ordinance No. 2019-17 to exempt accessory dwelling units approved under a ministerial permit from payment of certain transportation impact mitigation fees. DETERMINE that the adoption of Ordinance No. 2019-17 is exempt from environmental review under California Environmental Quality Act (CEQA) Guidelines Section 15061(b)(3) because it can be seen with certainty that there is no possibility that the adoption of the ordinance may have a significant effect on the environment. DIRECT the Director of Conservation and Development to file a CEQA Notice of Exemption with the County Clerk. AUTHORIZE the Public Works Director to arrange payment of a $25 fee to the Department of Conservation and Development for processing, and a $50 fee to the County Clerk for filing of the CEQA Notice of Exemption. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Mary Halle, 925.313.2327 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stephanie Mello, Deputy cc: C. 20 To:Board of Supervisors From:Brian M. Balbas, Public Works Director/Chief Engineer Date:June 18, 2019 Contra Costa County Subject:ADOPT Ordinance No 2019-17 to exempt payment of certain transportation impact fees for accessory dwelling units and take related actions under CEQA. FISCAL IMPACT: The County will incur costs to publish the Ordinance pursuant to Government Code section 66018, subdivision (b). The waiving of fees associated with these permits is anticipated to result in the loss of approximately $400,000 per year of revenue but will provide a benefit of approximately 50 additional dwelling units per year. The loss of revenue will be compensated by local road funds and increased efforts to compete for State and Federal Transportation funds. (100% Local Road Funds) BACKGROUND: At the March 26, 2019 Board of Supervisors (BOS) Meeting, an agenda item related to the update of the West Contra Costa Transportation Advisory Committee (WCCTAC) developer fee program resulted in dialogue amongst Board members related to encouraging the development of ADUs in response to the housing crisis. The Board requested that staff research a potential process to encourage the development of Accessory Dwelling Units (ADUs). At the April 10, 2019 BOS meeting, staff’s follow up report to the Board indicated the potential to implement an umbrella ordinance that could ease fee collections for ADUs across certain traffic fee programs throughout the county. This action was discussed again at the April 24th BOS meeting when the ordinance, related to the update to the WCCTAC fee program, provided for waiving fees on ADUs that are ministerial actions for an internal conversion ADU. At the April 24th meeting, Board members again expressed their desire to relieve fees for this type of residential housing as it is one method to address the housing crisis with limited cost, time and impact. Staff recommends adoption of Ordinance 2019-17 as a means to encourage an increase in development of ADUs. . Staff estimated the potential fiscal impact of this action based upon the assumption that the rate of ADU construction would remain consistent with the rate of permits issued for ADUs during 2017 and 2018. During this two year period, over 90 ADU permits were issued across the County. CONSEQUENCE OF NEGATIVE ACTION: If the Board does not approve the introduction of Ordinance 2019-17, the item cannot move forward to adoption. AGENDA ATTACHMENTS Ordinance CEQA MINUTES ATTACHMENTS Signed Ordinance No. 2019-17 RECOMMENDATION(S): REAPPOINT the following individual to the District IV seat on the County Library Commission to a term ending on June 30, 2023: Alan Smith FISCAL IMPACT: None BACKGROUND: The Library Commission was established in 1991 to serve in an advisory capacity to the Board of Supervisors and the County Librarian; to provide a community linkage to the County Library; to establish a forum for the community to express its views regarding goals and operations of the County Library; to assist the Board of Supervisors and the County Librarian to provide library services based on assessed public needs; and to develop and recommend proposals to the Board of Supervisors and the County Librarian for the betterment of the County Library including, but not limited to, such efforts as insuring a stable and adequate funding level for the libraries in the County. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Lisa Chow, 925-521-7100 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stacey M. Boyd, Deputy cc: C. 21 To:Board of Supervisors From:Karen Mitchoff, District IV Supervisor Date:June 18, 2019 Contra Costa County Subject:Reappoint Alan Smith to the County Library Commission District IV Seat BACKGROUND: (CONT'D) The Library Commission is comprised of 29 members: •18 members representing the cities/towns in Contra Costa County - these Commissioners are appointed by the city/town councils •5 members represent Contra Costa County - each member of the Board of Supervisors appoints one Commissioner •5 members represent the Central Labor Council, the Contra Costa Council, the Contra Costa Youth Commission, the Superintendent of Schools, and the Friends Council. Supervisor Mitchoff is pleased with the job Mr. Smith has done on behalf of the County and would like to appoint him to another term. CONSEQUENCE OF NEGATIVE ACTION: The seat will become vacant. CHILDREN'S IMPACT STATEMENT: Not applicable. RECOMMENDATION(S): REAPPOINT Elizabeth M. Wood to the District IV seat on the Art & Culture Commission of Contra Costa County with a term expiring on June 30, 2023 Elizabeth M. Wood Concord, CA FISCAL IMPACT: none. BACKGROUND: The Arts and Culture Commission advises the Board of Supervisors in matters and issues relevant to Arts and Culture, to advance the arts in a way that promotes communication, education, appreciation and collaboration throughout Contra Costa County; to preserve, celebrate, and share the APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Lisa Chow, (925) 521-7100 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stacey M. Boyd, Deputy cc: C. 22 To:Board of Supervisors From:Karen Mitchoff, District IV Supervisor Date:June 18, 2019 Contra Costa County Subject:REAPPOINT Elizabeth M. Wood to the District IV seat on the Art & Culture Commission of Contra Costa County BACKGROUND: (CONT'D) arts and culture of the many diverse ethnic groups who live in Contra Costa County; to create partnerships with business and government; to increase communications and understanding between all citizens through art. Most importantly, the Commission will promote arts and culture as a vital element in the quality of life for all of the citizens of Contra Costa County. CONSEQUENCE OF NEGATIVE ACTION: The seat will become vacant. CHILDREN'S IMPACT STATEMENT: n/a RECOMMENDATION(S): APPOINT the following individual to the District IV seat on the Contra Costa County Fire Protection District Fire Advisory Commission to a term expiring June 30, 2023: Debra Galey Concord, CA FISCAL IMPACT: None. BACKGROUND: The Contra Costa County Fire Protection District Fire Commissioners reviews and advises on the annual operations, capital budgets, and all district expenditures; reviews and advises on long-range capital improvement plans; pursuant to district ordinance serves as the Appeals Board on weed abatement matters; and advises the Fire Chief on district service matters. Members serve four year terms ending June 30. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Lisa Chow, (925) 521-7100 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stacey M. Boyd, Deputy cc: C. 23 To:Board of Supervisors From:Karen Mitchoff, District IV Supervisor Date:June 18, 2019 Contra Costa County Subject:REAPPOINT Debrah Galey to the District IV Seat of the Contra Costa County Fire District Advisory Commission CONSEQUENCE OF NEGATIVE ACTION: The seat will become vacant. CHILDREN'S IMPACT STATEMENT: n/a RECOMMENDATION(S): APPOINT the following person to the District II Seat of the Arts & Culture Commission of Contra Costa County for a four year term beginning July 1, 2019 and expiring June 30, 2023, as recommended by Supervisor Candace Andersen: Beverly Kumar Danville, CA 94526 FISCAL IMPACT: NONE BACKGROUND: The Arts and Culture Commission advises the Board of Supervisors in matters and issues relevant to Arts and Culture, to advance the arts in a way that promotes communication, education, appreciation and collaboration throughout Contra Costa County; to preserve, celebrate, and share the arts and culture of the many diverse ethnic groups who live in Contra Costa County; to create partnerships with business and government; to increase communications and understanding between all citizens through art. Most importantly, the Commission will promote arts and culture as a vital element in the quality of life for all of the citizens of Contra Costa County. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Jill Ray, 925-957-8860 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stacey M. Boyd, Deputy cc: District 2 Supervisor, Maddy Book, Arts & Culture Commission, Appointee C. 24 To:Board of Supervisors From:Candace Andersen, District II Supervisor Date:June 18, 2019 Contra Costa County Subject:APPOINTMENT TO THE ARTS AND CULTURE COMMISSION OF CONTRA COSTA COUNTY CONSEQUENCE OF NEGATIVE ACTION: The Seat will become vacant. CHILDREN'S IMPACT STATEMENT: NONE RECOMMENDATION(S): ACCEPT the resignation of Cherise Khaund, DECLARE a vacancy for the District IV seat on the Family and Children's Trust Committee and DIRECT the Clerk of the Board to post the vacancy. Cherise Khaund Walnut Creek, CA FISCAL IMPACT: None. BACKGROUND: The Family and Children's Trust Committee conducts a bi-annual needs assessment on family and children's services in Contra Costa County. They also recommend the establishment of program priorities to the Employment and Human Services Director and the Board of Supervisors and coordinate with the Employment and Human Services Director monitoring of contracts which are funded by AB 1733, AB 2994 or the Ann Adler Family & Children's Trust Fund. They also recommend awards of family and children's services contracts pursuant to AB 1733, AB 2994, Ann Adler Family & Children's Trust Fund, Community-Based Family Resource Funds, and Childcare Affordability funds. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Lisa Chow, (925) 521-7100 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stacey M. Boyd, Deputy cc: C. 25 To:Board of Supervisors From:Karen Mitchoff, District IV Supervisor Date:June 18, 2019 Contra Costa County Subject:ACCEPT Resignation of Cherise Khaund from the Family and Children's Trust Committee Ms. Khaund was originally appointed on BACKGROUND: (CONT'D) July 11, 2017 and was reappointed on September 12, 2017 to a term ending September 30, 2019. On May 28, 2019 Ms. Khaund submitted her letter of resignation. CONSEQUENCE OF NEGATIVE ACTION: The vacancy will not be recognized and the seat will not be filled with an eligible representative. CHILDREN'S IMPACT STATEMENT: None. AGENDA ATTACHMENTS MINUTES ATTACHMENTS Vacancy Notice RECOMMENDATION(S): REAPPOINT Cynthia Chavez to the District 3 seat on the Alcohol and Other Drugs Advisory Board to a term expiring June 30, 2021, as recommended by Supervisor Diane Burgis. FISCAL IMPACT: None. BACKGROUND: The mission of the Contra Costa County Alcohol and Other Drugs Advisory Board is to assess family and community needs regarding treatment and prevention of alcohol and drug abuse problems. They report their findings and recommendations to the Contra Costa Health Services Department, the Board of Supervisors and the communities they serve. The Alcohol and Other Drugs Advisory Board works in collaboration with the Alcohol and Other Drugs Services Division of Contra Costa Health Services. They provide input and recommendations as they pertain to alcohol and other drugs prevention, intervention, and treatment services. The term for this seat expires June 30, 2019. Applications were accepted and the recommendation to reappoint the above individual was then determined. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Lea Castleberry 925-252-4500 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stacey M. Boyd, Deputy cc: C. 26 To:Board of Supervisors From:Diane Burgis, District III Supervisor Date:June 18, 2019 Contra Costa County Subject:REAPPOINTMENT TO THE ALCOHOL AND OTHER DRUGS ADVISORY BOARD RECOMMENDATION(S): REAPPOINT Patricia Piquero to the District 3 Public Sector seat on the Economic Opportunity Council to a term expiring June 30, 2021, as recommended by Supervisor Diane Burgis. FISCAL IMPACT: None. BACKGROUND: The Economic Opportunity Council makes recommendations to the Board of Supervisors on all program proposals and budgets related to Community Services Block Grants and the Weatherization program, and performs other functions as specified in the Economic Opportunity Act of 1964. This seat expires June 30, 2019. Applications were accepted and the recommendation to reappoint the above individual was then determined. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Lea Castleberry 925-252-4500 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stacey M. Boyd, Deputy cc: C. 27 To:Board of Supervisors From:Diane Burgis, District III Supervisor Date:June 18, 2019 Contra Costa County Subject:REAPPOINTMENT TO THE ECONOMIC OPPORTUNITY COUNCIL RECOMMENDATION(S): APPOINT Warren Ritter to the County 3 seat on the Affordable Housing Finance Committee to a term that will expire on June 30, 2022. BACKGROUND: The Affordable Housing Finance Committee advises the Board of Supervisors on the annual allocation of approximately $3 million in HOME Investment Partnership Act (HOME) and $1.8 million in Community Development Block Grant (CDBG) funds for affordable housing development in Contra Costa County. These funds are allocated to the County on an annual basis by formula through the U.S. Department of Housing and Urban Development. The Committee consists of nine members, including: three city representatives (one each from East, Central and West County) three county representatives; and three community representatives. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Kristen Lackey 925.674.7205 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stacey M. Boyd, Deputy cc: DCD, IOC Staff C. 28 To:Board of Supervisors From:INTERNAL OPERATIONS COMMITTEE Date:June 18, 2019 Contra Costa County Subject:Recommendation for Appointment to the Affordable Housing Finance Committee BACKGROUND: (CONT'D) The three city representatives are nominated by the cities in each subregion of the County and approved by the Board of Supervisors. Nominations for county and community representatives are solicited by the Department of Conservation and Development. All county and community representative appointments are interviewed by members of the AHFC and reviewed by the Internal Operations Committee (IOC) then referred to the Board of Supervisors for approval. AHFC terms are for three years. Current Status of Appointments Below is the current roster of the committee. The County Representative 1 seat was formally vacated at the May 25, 2019 Board of Supervisors meeting, and the new applicant works in the unincorporated area of Clayton. The City Representative seats are filled by nominations from the cities within the designated regional area. Seat Expiration Name Note City Representative 1/East 6/30/2020 Eric Brown City Representative 2/West 6/30/2021 Vacant Vacant since 2018 City Representative 3/Central 6/30/2019 Vacant Member resigned after 25 years. County Representative 1 6/30/2020 Vacant Resigned 3/18/19 County Representative 2 6/30/2021 Willie Robinson County Representative 3 6/30/2019 Warren Ritter Community Representative 1 6/30/2020 Dan Bundy Community Representative 2 6/30/2021 Frances Sorrondegui Community Representative 3 6/30/2019 Lisa Caronna Member re-applied Mr. Ritter was interviewed by members of the AHFC on April 23, 2019. He is a Pacheco resident with extensive relevant experience in the affordable housing field. He has a Bachelor of Science degree in International Relations and a Juris Doctorate in Community and Economic Development, as well as being a certified tax credit specialist. For the past five years, he has been a Project Manager with nonprofit affordable housing developers. ATTACHMENTS Candidate Application_Warren Ritter_AHFC RECOMMENDATION(S): REAPPOINT Brenda Brown to the Child Care Provider #2-Central/South County seat and Crystal McClendon-Gourdine to the Community #1-West County seat to new terms expiring on April 30, 2022; and APPOINT Kaitlin Young to the Discretionary #2-Central/South County seat to complete the current term ending on April 30, 2021 on the Local Planning and Advisory Council for Early Care and Education. FISCAL IMPACT: There is no fiscal impact. BACKGROUND: The review of applications for appointments to the Contra Costa Local Planning Council for Child Care and Development was originally referred to the Family and Human Services Committee by the Board of Supervisors on April 22, 1997. The Local Planning and Advisory Council for Early Care and Education (LPC) coordinates programs and services affecting early child care and education, including recommendations for the allocation of federal funds to local early child care and education programs. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Julie DiMaggio Enea (925) 335-1077 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stacey M. Boyd, Deputy cc: Susan Jeong, CAO-H&HS Deputy, CAO-Muni Svcs Deputy C. 29 To:Board of Supervisors From:FAMILY & HUMAN SERVICES COMMITTEE Date:June 18, 2019 Contra Costa County Subject:RECOMMENDATIONS FOR APPOINTMENT TO THE LOCAL PLANNING COUNCIL FOR EARLY CARE AND EDUCATION BACKGROUND: (CONT'D) The Local Planning and Advisory Council for Early Care and Education (LPC) consists of 20 members including: Four (4) consumer representatives: a parent or person who receives or has received child care services in the past 36 months Four (4) child care providers: a person who provides child care services or represents persons who provide child care services; Four (4) public agency representatives: a person who represents a city, county, city and county, or local education agency; Four (4) community representatives: a person who represents an agency or business that provides private funding for child care services or who advocates for child care services through participation in civic or community based organizations; Four (4) discretionary appointees - a person appointed from any of the above four categories or outside of those categories at the discretion of the appointing agencies. Terms of appointment are three years. There are currently 12 seats filled and there are 8 vacancies on the LPC. These vacancies are in the following seats: Consumer 4-East County, Consumer 3-Central/South County, Discretionary #4-West County, Community #1-West County, Discretionary #2-Central/South County, Consumer #1-West County, Provider #2-Central/South County, Public Agency #3-Central/South County. Renewal applicants Brenda Brown and Crystal McClendon-Gourdine submitted their applications for consideration and their reappointments were approved by the LPC and Superintendent of Schools. Please see the attached memo and correspondence for additional information. Also recommended for appointment is new applicant Kaitlin Young. The Family and Human Services Committee reviewed and approved the appointment of these individuals on June 10, 2019. ATTACHMENTS LPC Transmittal Letter_Brenda Brown & Crystal McClendon Gourdine Letter of Recommendation from Superintendent of Schools_Brown and Gourdine Candidate Application_Brenda Brown_LPC Candidate Application_Crystal McClendon Gourdine_LPC LPC Transmittal Letter_Kaitlin Young Letter of Recommendation from Superintendent of Schools_Young Candidate Application_Kaitlin Young_LPC M E M O R A N D U M DATE: May 2, 2019 TO: Family and Human Services Committee Supervisor Candace Andersen, District II, Chair Supervisor John Gioia, District I, Vice Chair Contra Costa County Office of Education Lynn Mackey, Contra Costa County Superintendent of Schools FROM: Susan K. Jeong, LPC Coordinator/Manager, Educational Services SUBJECT: Referral #25 – LPC APPOINTMENT Contra Costa County Local Planning and Advisory Council for Early Care and Education (LP C) RECOMMENDATION(S): ACCEPT application for the following members. Name Seat Area__________ Brenda Brown Child Care Provider2 Central/South County Crystal McClendon-Gourdine Community Representative 1 West County REASON/S FOR RECOMMENDATION: The Contra Costa County Local Planning Council for Child Care and Development (LPC) was established in April 1998. Required by AB 1542, which was passed in 1993, thirty members of the LPC were appointed by the County Board of Supervisors and the County Superintendent of Schools. Childcare consumers and providers, public agency representatives, and community representatives each comprise 20% of the LPC. The remaining 20% are discretionary appointees. Membership is for a three-year term. On January 7, 2003, membership was decreased from 30 to 25 members, due to the difficulty being experienced in filling all of the seats. On September 19, 2012 membership was decreased from 25 to 20, due to continued difficulty to fill vacant seats. Official reduction of appointed seats provides flexibility to ensure quorum is met in order to conduct Council business. Membership consists of the following:  Four consumer representatives - a parent or person who receives or has received child care services in the past 36 months;  Four child care providers - a person who provides child care services or represents persons who provide child care services;  Four public agency representatives - a person who represents a city, county, city and county, or local education agency;  Four community representatives - a person who represents an agency or business that provides private funding for child care services or who advocates for child care services through participation in civic or community based organizations;  Four discretionary appointees - a person appointed from any of the above four categories or outside of those categories at the discretion of the appointing agencies. Appointments to the Contra Costa County Local Planning and Advisory Council for Early Care and Education (LPC) are subject to the approval of the Board of Supervisors and County Superintendent of Schools, Lynn Mackey. The Board of Supervisors designated the Family and Human Services Committee to review and recommend appointments on their behalf. M E M O R A N D U M DATE: May 23, 2019 TO: Contra Costa County Board of Supervisors Family and Human Services Committee Supervisor John Gioia, District I, Chair Supervisor Candace Andersen, District II, Vice Chair Contra Costa County Office of Education Lynn Mackey, Contra Costa County Superintendent of Schools FROM: Susan Jeong, LPC Coordinator/Manager, Educational Services SUBJECT: LPC APPOINTMENT Contra Costa County Local Planning and Advisory Council for Early Care and Education (LP C) RECOMMENDATION(S): 1) APPOINT the following new members to the Contra Costa Local Planning and Advisory Council for Early Care and Education, as recommended by the LPC : Name Seat Area ________ Kaitlin Young Discretionary 2 Central/South C ounty REASON/S FOR RECOMMENDATION: The Contra Costa County Local Planning Council for Child Care and Development (LPC) was established in April 1998. Required by AB 1542, which was passed in 1993, thirty members of the LPC were appointed by the County Board of Supervisors and the County Superintendent of Schools. Childcare consumers and providers, public agency representatives, and community representatives each comprise 20% of the LPC. The remaining 20% are discretionary appointees. Membership is for a three-year term. On January 7, 2003, membership was decreased from 30 to 25 members, due to the difficulty being experienced in filling all of the seats. On September 19, 2012 membership was decreased from 25 to 20, due to continued difficulty to fill vacant seats. Official reduction of appointed seats provides flexibility to ensure quorum is met in order to conduct Council business. Membership consists of the following:  Four consumer representatives - a parent or person who receives or has received child care services in the past 36 months;  Four child care providers - a person who provides child care services or represents persons who provide child care services;  Four public agency representatives - a person who represents a city, county, city and county, or local education agency;  Four community representatives - a person who represents an agency or business that provides private funding for child care services or who advocates for child care services through participation in civic or communit y based organizations;  Four discretionary appointees - a person appointed from any of the above four categories or outside of those categories at the discretion of the appointing agencies. Appointments to the Contra Costa County Local Planning and Advisory Council for Early Care and Education (LPC) are subject to the approval of the Board of Supervisors and Co unty Superintendent of Schools, Lynn Mackey. The Board of Supervisors designated the Family and Human Services Committee to review and recommend appointments on their behalf. RECOMMENDATION(S): REAPPOINT Antwon Cloird to the District I seat of the Alcohol and Other Drugs Advisory Board to a term ending on June 30, 2022. FISCAL IMPACT: None BACKGROUND: The Alcohol and Other Drugs Advisory Board provides input and recommendations to the Board of Supervisors and the Health Services Department concerning family and community needs regarding prevention and treatment of alcohol and drug related problems. The mission of the Contra Costa County Alcohol and Other Drugs Advisory Board is to assess family and community needs regarding treatment and prevention of alcohol and drug abuse problems. The board reports their findings and recommendations to the Contra Costa Health Services Department, the Board of Supervisors and the communities they serve. The Alcohol and Other Drugs Advisory Board works in collaboration with the Alcohol and Other Drugs Services of Contra Costa Health Services. The board provides input and recommendations as they pertain to alcohol and other drugs prevention, intervention, and treatment services. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: James Lyons, 510-231-8692 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stacey M. Boyd, Deputy cc: C. 30 To:Board of Supervisors From:John Gioia, District I Supervisor Date:June 18, 2019 Contra Costa County Subject:Reappoint Antwon Cloird to the District 1 seat of the Alcohol and Other Drugs Advisory Board RECOMMENDATION(S): Reappoint Jeffrey Wright to the District I seat on the Contra Costa County Planning Commission, to serve a new four-year term ending June 30, 2023 as recommended by Supervisor Gioia. FISCAL IMPACT: Members are provided a stipend of $50 per meeting, not to exceed $300 a month, plus mileage. BACKGROUND: The Planning Commission was established under State law to implement the planning power of the county. The Planning Commission develops or approves land use plans, development initiatives, planning programs, and permit applications, among other duties. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: James Lyons, 510-231-8692 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stacey M. Boyd, Deputy cc: C. 31 To:Board of Supervisors From:John Gioia, District I Supervisor Date:June 18, 2019 Contra Costa County Subject:Reappoint Jeffrey Wright to the District 1 seat of the County Planning Commission RECOMMENDATION(S): Accept the resignation of Justin Guay from seat 1 of the East Richmond Heights Municipal Advisory Council. Please declare seat 1 vacant. FISCAL IMPACT: None BACKGROUND: Mr. Guay has been serving on the East Richmond Heights Municipal Advisory Council and now wishes to resign for personal reasons. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: James Lyons, 510-231-8692 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stacey M. Boyd, Deputy cc: C. 32 To:Board of Supervisors From:John Gioia, District I Supervisor Date:June 18, 2019 Contra Costa County Subject:Accept the resignation of Justin Guay from Seat 1 of the East Richmond Heights Municipal Advisory Council AGENDA ATTACHMENTS MINUTES ATTACHMENTS Vacancy Notice RECOMMENDATION(S): APPOINT the individuals identified in Attachment A to serve on the Juvenile Justice Coordinating Council (JJCC), effective July 1, 2019. FISCAL IMPACT: No fiscal impact from the appointment of individuals to serve on the JJCC. Service on the JJCC is uncompensated. BACKGROUND: On February 13, 2018, the Board of Supervisors referred to the Public Protection Committee (PPC) a review of the production of the County's Multi-Agency Juvenile Justice Plan. The plan is due to the state on May 1 of each year, as a condition of Contra Costa’s annual funding through the Juvenile Justice Crime Prevention Act (JJCPA) and Youthful Offender Block Grant (YOBG). At the April 2018 meeting of the PPC, staff was directed to return at a future meeting date with information regarding the Juvenile Justice Commission (JJC) and the Delinquency Prevention Commission (DPC). At the September 10, 2018 meeting of the PPC, staff presented the following summary of the JJC, the DPC and the JJCC: APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Paul Reyes, (925) 335-1096 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stacey M. Boyd, Deputy cc: C. 33 To:Board of Supervisors From:PUBLIC PROTECTION COMMITTEE Date:June 18, 2019 Contra Costa County Subject:Appointments to Juvenile Justice Coordinating Council BACKGROUND: (CONT'D) Juvenile Justice Commission: The Juvenile Justice Commission is a state body created by statute and is in effect part of the Superior Court. (Welf. & Inst., § 229.). The charge of JJC is, among other things, to inspect detention facilities or group homes in counties where a minor has been held in custody. In addition, a JJC may hold hearings from time-to-time and compel the attendance of individuals to testify at such hearings. The JJC is not subject to the Brown Act, but rather the Bagley-Keene Open Meeting Act (Gov. Code, § 11120 et. seq.) and falls within an exemption to that Act specifically for courts. (Gov. Code, § 11121.1 (a).) The exemption allows for the Court to choose not to post agendas or otherwise meet publicly. The JJC does not direct any County financial resources allocated for juvenile justice. Delinquency Prevention Commission: The Board of Supervisors in each county has statutory authority to create and appoint members to a Delinquency Prevention Commission. The charge of a DPC is to coordinate on a countywide basis activities of governmental and non-governmental entities related to juvenile delinquency prevention. In lieu of appointing all members, a county board may designate the JJC (the State body described above) to also serve as the DPC. In Contra Costa County, the Board has chosen to designate members of the Court's JJC as the County's DPC by ordinance. This means that the membership of the County DPC is appointed by the Court and not the County. The DPC is a local body implemented in this County by an ordinance. (Welf. & Inst. Code, § 233. Ord. Code, Ch. 26-6, “Delinquency Prevention Commission.”) Thus, it is a legislative body for purposes of the Brown Act. (Gov. Code, § 54952 (a), (b).) DPC meetings must be conducted in accordance with the Brown Act. The DPC does not direct any County financial resources allocated for juvenile justice. Juvenile Justice Coordinating Council: The JJCC is created pursuant to Welfare and Institutions Code section 749.22 and is charged with creating and maintaining a multi-agency juvenile justice plan composed of several critical parts, including, but not limited to: (a) An assessment of existing law enforcement, probation, education, mental health, health, social services, drug and alcohol and youth services resources which specifically target at-risk juveniles, juvenile offenders, and their families. (b) An identification and prioritization of the neighborhoods, schools, and other areas in the community that face a significant public safety risk from juvenile crime, such as gang activity, daylight burglary, late-night robbery, vandalism, truancy, controlled substance sales, firearm-related violence, and juvenile alcohol use within the council’s jurisdiction. (c) A local action plan (LAP) for improving and marshaling the resources set forth in subdivision (a) to reduce the incidence of juvenile crime and delinquency in the areas targeted pursuant to subdivision (b) above and the greater community. (d) Develop information and intelligence-sharing systems to ensure that county actions are fully coordinated, and to provide data for measuring the success of the grantee in achieving its goals. (e) Identify outcome measures. The JJCC does make recommendations for the allocation of County financial resources juvenile justice. Specifically, the multi-agency juvenile justice plan is required to receive a state allocation of Youthful Offender Block Grant (YOBG) and Juvenile Justice Crime Prevention Act (JJCPA) each year. For fiscal year 2018/19, the County estimates receipt of $8.96 million ($4.7 million from JJCPA and $4.2 million from YOBG). For fiscal year 2017/18, the County received a combined amount of $8.2 million from both sources. At the September 2018 meeting of the PPC, CAO staff was directed to return at the October 2018 meeting to consider the steps needed to consolidate the delinquency prevention functions of the DPC and JJCC. Staff was also directed to return with information on the membership of the JJCC to allow the Committee to better assess the need for additional seats. Juvenile Justice Coordinating Council Membership Welfare and Institutions Code (WIC) section 749.22 establishes the minimum membership of the JJCC. Per WIC §749.22, the JJCC "shall, at a minimum, include the chief probation officer, as chair, and one representative each from the district attorney's office, the public defender's office, the sheriff's department, the board of supervisors, the department of social services, the department of mental health, a community-based drug and alcohol program, a city police department, the county office of education or a school district, and an at-large community representative. In order to carry out its duties pursuant to this section, a coordinating council shall also include representatives from nonprofit community-based organizations providing services to minors." At its October 1, 2018 meeting, the PPC directed staff to prepare for the Board of Supervisors' action a Board Order to combine the functions of the DPC and the JJCC and update the seats of the JJCC to include: Chief Probation Officer, District Attorney's Office representative, Public Defender's Office representative, Sheriff's Office representative, Board of Supervisors representative, Employment and Human Services Department representative, Behavior Health representative, County Alcohol and Drugs representative, City Police Department Representative, County Office of Education or a school district representative, County Public Health representative, and Eight community-based seats, including a minimum of two representing youth-serving community-based organizations and two youth-aged community representatives (14-21 years old). At its December 4, 2018 meeting, the Board of Supervisors, by Ordinance 2018-30 dissolved the Delinquency Prevention Commission, and by Resolution 2018/597 added seats and duties to the Juvenile Justice Coordinating Council to increase its size to 19 members by adding one (1) representative from the County Public Health Department; three (3) additional at-large community representatives; and two (2) at-large youth representatives. Subsequent to the Board of Supervisors' action on December 4 and December 18, 2018, to dissolve the DPC and to reconstitute the Juvenile Justice Coordinating Council (JJCC) so that it assumes the obligations and duties of the DPC and includes additional members, the PPC at its March 11, 2019, meeting accepted a report on the County's JJCPA-YOBG Consolidated Annual Plan and directed staff on a recruitment process for the vacant at-large seats of the JJCC. An 8-week process was directed by the PPC to include: April 1: Issue Press Release advertising vacancies May 24: Application Deadline June 3: PPC Meeting Interviews June 18: Board of Supervisors consideration of PPC nominees The Office of Reentry and Justice (ORJ) issued the attached Press Release (Attachment B) and distributed it both through the Office of Communications and Media and the ORJ's own email networks. As of close of business on May 24, 2019, a total of twenty-three (23) applications were received. After the deadline, two additional applications were received on May 28, 2019, and two more applications were received on May 30, 2019. Of the 27 total applications received, five applicants indicated they were either still in high school or in college, thus eligible for the Youth Representative seat. All applicants were subsequently notified about the interview process and a conference line was made available for those who were not able to attend in person. The PPC chose to consider all applicants for appointment, even those whose applications were received after the May 24, 2019, deadline. At the June 3, 2019 PPC meeting, interviews were conducted with the 21 applicants attending the meeting either in person or via teleconference. After the interviews, the PPC members recommended the following individuals be appointed to the JJCC by the Board of Supervisors: First Last District City Designation Jonathan Bean 3 Antioch At-Large Community Representative LeDamien Flowers 1 Richmond At-Large Community Representative Stephanie Medley 1 Richmond At-Large Community Representative Tamisha Torres-Walker 3 Antioch At-Large Community Representative D'Ana Clark 1 Richmond At-Large Youth Representative Journey Horacek-Lee 3 Antioch At-Large Youth Representative The PPC also indicated it would conduct recruitment process for the two youth-serving community-based organizations representatives seats in the near future. CONSEQUENCE OF NEGATIVE ACTION: If this action is not approved, the JJCC will not be properly seated. ATTACHMENTS JJCC Membership - Attachment A JJCC Press Release--Attachment B Contra Costa County Juvenile Justice Coordinating Council Membership Seat Incumbent Representing Chief Probation Officer, as Chair Todd Billeci Probation Department District Attorney's Office Jean Skilling District Attorney's Office Public Defender's Office Karen Moghtader Public Defender's Office Sheriff's Department David Hartman Sheriff's Office Board of Supervisors Sonia Bustamante Board of Supervisors - District I Department of Social Services Todd Lenz Employment and Human Services Department - Children and Family Services Department of Mental Health Dan Batiuchok Behavior Health - Health Services Department Community-based Drug and Alcohol Program Fatima Matal Sol County Alcohol and Other Drugs City Police Department Aaron Roth Martinez Police Department County Office of Education or a School District Lynn Mackey Contra Costa Office of Education Public Health Public Health - Health Services Department At-large Community Representative #1 At-large Community Representative #2 At-large Community Representative #3 At-large Community Representative #4 Nonprofit Community-based Organization #1 Nonprofit Community-based Organization #2 At-large Youth Representative #1 At-large Youth Representative #2 Attachment A Vacant Vacant Vacant Contra Costa County County Administrator’s Office • 651 Pine Street • Martinez, CA 94553 • www.contracosta.ca.gov IMMEDIATE RELEASE Contact: Lara DeLaney, Director, Office of April 1, 2019 Reentry and Justice, 925-335-1097 lara.delaney@cao.cccounty.us Contra Costa County Seeks Applicants for Juvenile Justice Coordinating Council (Martinez, CA) - The Contra Costa County Board of Supervisors is seeking residents who may be interested in serving on its 19-member Juvenile Justice Coordinating Council (JJCC). The JJCC is a multi-agency advisory body charged with creating and maintaining the County’s comprehensive Juvenile Probation Consolidated Annual Plan and coordinating county-based juvenile delinquency prevention initiatives. The state-mandated Juvenile Probation Consolidated Annual Plan is designed to improve services for Contra Costa County’s juvenile justice population by assessing existing practices and resources, identifying system needs and gaps, and prioritizing and recommending solutions. The Juvenile Justice Coordinating Council will be composed of the following 19 members:  Nine (9) ex-officio voting members: 1. Chief Probation Officer, as Chair 2. District Attorney’s Office representative 3. Public Defender’s Office representative 4. Sheriff’s Office representative 5. Board of Supervisors’ representative 6. Employment and Human Services Department representative 7. Alcohol and Other Drugs Division representative 8. Behavioral Health Division representative 9. Public Health Division representative  Ten (10) additional voting members selected and appointed by the Board of Supervisors: 10. City Police Department representative 11. County Office of Education representative 12–15. Four (4) At-Large Members, residing or working within Contra Costa County; 16–17. Two (2) Community-Based Organization representatives; 18–19. Two (2) At-Large Youth, age 14 to 21 years old, residing or working in Contra Costa County Attachment B The Board is now seeking applications for five (5) of the seats identified above:  Three (3) individuals to serve in the At-Large Seats #13, #14 and #15;  Two (2) youth, age 14 to 21 years old, to serve in the At -Large Youth Seats, #18 and #19 Appointments to the Juvenile Justice Coordinating Council will be for a term of two years. The JJCC is expected to meet on a regular basis, at intervals to be established by the JJCC. Members will serve without compensation, stipends, or reimbursement of expenses. The community based representatives should reflect the geographic, ethnic, and racial diversity of the County and should include youth or those providing restorative justice, faith-based, or mentoring services, to justice-involved, homeless, or foster-care involved youth. Applicants will be interviewed by the Board of Supervisors’ Public Protection Committee: Supervisors John Gioia, District I, and Federal Glover, District V. The nominations for the Juvenile Justice Coordinating Council will then be forwarded to the full Board of Supervisors for action. Below is a timeline of the recruitment process for the five vacancies: • April 1, 2019: First Day of the Application Period • May 24, 2019: Final Day of the Application Period, due by 5:00 p.m. • June 3, 2019: Public Protection Committee Meeting: Interviews • June 18, 2019: Board of Supervisors Consideration of Nominees Application forms can be obtained from the Clerk of the Board of Supervisors by calling (925) 335-1900 or by visiting the County webpage at http://www.co.contra-costa.ca.us/3418/. Applications should be returned to the Clerk of the Board of Supervisors, Room 106, County Administration Building, 651 Pine Street, Martinez, CA 94553. Applications can also be emailed to ClerkoftheBoard@cob.cccounty.us. Public Protection Committee Chair and Board Chair, Supervisor John Gioia, commented on the process, “We value diversity, inclusion and racial equity in Contra Costa County, and we welcome interest from residents all across our County who want to serve the community in the cause of juvenile justice and delinquency prevention.” ### Attachment B RECOMMENDATION(S): REAPPOINT Ajit Kaushal to the to District IV Public Sector Seat on the Economic Opportunity Council with a term end date of June 30, 2023 as recommended by Supervisor Mitchoff. FISCAL IMPACT: none BACKGROUND: Supervisor Mitchoff is appointing Mr. Kaushal to the District IV seat. This is a 4 year terms. Mr. Kaushal's address is in Concord. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Colleen Isenberg, 925-521-7100 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stacey M. Boyd, Deputy cc: C. 34 To:Board of Supervisors From:Karen Mitchoff, District IV Supervisor Date:June 18, 2019 Contra Costa County Subject:REAPPOINT Ajit Kaushal to District IV Public Sector Seat on the Economic Opportunity Council RECOMMENDATION(S): APPOINT Terri Tobey to the At Large #10 seat on the Advisory Council on Aging with a term expiring September 30, 2020. FISCAL IMPACT: There is no fiscal impact. BACKGROUND: On December 6, 2011 the Board of Supervisors adopted Resolution No. 2011/497 adopting policy governing appointments to boards, committees, and commissions that are advisory to the Board of Supervisors. Included in this resolution was a requirement that applications for at large/countywide seats be reviewed by a Board of Supervisors committee. The Advisory Council on Aging provides a means for county-wide planning, cooperation and coordination for individuals and groups interested in improving and developing services and opportunities for the older residents of this County. The Council provides leadership and advocacy on behalf of older persons and serves as a channel of communication and information on aging. The Advisory Council on Aging consists of 40 members serving 2 year staggered terms, each ending on September 30. The Council consists of representatives of the target population and the APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Anthony Macias, 925.602.4175 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stacey M. Boyd, Deputy cc: CAO-H&HS Deputy, CAO-Muni Svcs Deputy, EHSD C. 35 To:Board of Supervisors From:FAMILY & HUMAN SERVICES COMMITTEE Date:June 18, 2019 Contra Costa County Subject:Recommendation for Appointment to the Advisory Council on Aging BACKGROUND: (CONT'D) general public, including older low-income and military persons; at least one-half of the membership must be made up of actual consumers of services under the Area Plan. The Council includes: 19 representatives recommended from each Local Committee on Aging, 1 representative from the Nutrition Project Council, 1 Retired Senior Volunteer Program, and 19 Members at-Large. There are currently 31 seats filled on the Advisory Council on Aging and 9 vacancies. These vacant seats include: Local Committee Pinole, Local Committee Lafayette, Local Committee Pittsburg, Local Committee San Ramon, Local Committee San Pablo, Local Committee Martinez, Local Committee Moraga, Member-At-Large #3 seat and Member-At-Large #10 seat. The Family and Human Services Committee, on June 10, 2019, approved the nomination of Terry Tobey to the Member-At-Large #10 seat. ATTACHMENTS ACOA Recommendation Memo Candidate Application_Terri Tobey_ACOA 1 of 1 Kathy Gallagher, Director 40 Douglas Dr., Martinez, CA 94553  Phone: (925) 313-1579  Fax: (925) 313-1575  www.cccounty.us/ehsd . MEMORANDUM DATE: 05/16/2019 T O: Family and Human Services Committee CC: Tracy Murray, Deputy Director, Aging and Adult Services FROM : Anthony Macias, Staff Representative for the Advisory Council on Aging SUBJECT: Advisory Council on Aging – Appointment Requested The Contra Costa Area Agency on Aging (AAA) recommends for immediate appointment to the Contra Costa Advisory Council on Aging (ACOA) the following applicant: Ms. Terri Tobey for Member at Large (MAL) Seat # 10. The MAL #10 seat is undesignated and has remained vacant since April 9, 2019, with term ending September 30, 2020 Recruitment has been handled by the Area Agency on Aging, the ACOA and the Clerk of the Board using Contra Costa TV. AAA staff has encouraged interested individuals , including minorities, to apply through announcements provided at the Senior Coalition meetings and at the regular monthly meetings of the ACOA. The Contra Costa County Employment and Human Services Department website contains dedicated web content where interested members of the public are encouraged to apply and provided an application with instructions on whom to contact for ACOA related inquiries, including application procedure. Ms. Tobey submitted an application for ACOA membership dated 12/18/2018 that is provided as a separate attachment. An interview with Ms. Tobey and the ACOA Membership Committee was held on January 16, 2019. Ms. Tobey was selected to be placed on the wait list for the next available opening of a MAL seat. When MAL#10 seat was vacated on April 9, 2019, Ms. Tobey was recommended to the ACO A Executive Committee for approval to fill this seat. At the May 1, 2019 Executive Committee meeting Ms. Tobey was approved unanimously by this Committee to fill MAL#10 seat. The members of the ACOA voted unanimously to approve Ms. Tobey’s appointment recommendation at their May 15, 2019 meeting. Thank You RECOMMENDATION(S): APPOINT the following person to the District II Member At Large Seat of the Mental Health Commission for a three year term starting July 1, 2019 through June 30, 2022, as recommended by Supervisor Candace Andersen: Graham Wiseman Lafayette, CA. 94549 FISCAL IMPACT: NONE BACKGROUND: The Contra Contra Costa Mental Health Commission was established to review and evaluate the community's mental health needs, services, facilities, and special problems; to review any County agreements entered into pursuant to Section 5650 of the Welfare and Institutions Code; to advise the governing body and local mental health director as to any aspect of the local mental health program; to submit an annual report to the Board of Supervisors; review and make recommendations regarding the appointment of a local director of mental health services; review the County's performance outcome data and communicate its findings to the State Mental Health Commission; and assess the impact of the realignment of services from the State to the County on services delivered to clients and the local APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Jill Ray, 925-957-8860 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stacey M. Boyd, Deputy cc: District 2 Supervisor, Mandy Book, MHC, Appointee C. 36 To:Board of Supervisors From:Candace Andersen, District II Supervisor Date:June 18, 2019 Contra Costa County Subject:APPOINTMENT TO THE MENTAL HEALTH COMMISSION community. BACKGROUND: (CONT'D) CONSEQUENCE OF NEGATIVE ACTION: The Seat will be vacant. CHILDREN'S IMPACT STATEMENT: NONE RECOMMENDATION(S): Blackhawk Service Area P-2 Zone A (7653)/PW ISF Fleet Services (0064): APPROVE Appropriations and Revenue Adjustment No. 005091 authorizing the transfer of appropriations in the amount of $42,237 from the Blackhawk Service Area P-2 Zone A (7653) to PW ISF Fleet Services (0064) for the purchase of one ISF police patrol vehicle for use in the Blackhawk area. FISCAL IMPACT: This action increases appropriations in Public Works ISF Fleet Services (0064) and reduces appropriations in the Blackhawk Service Area P-2 Zone A (7653). No net County cost. BACKGROUND: The Office of the Sheriff, P-2A Zone, is in need of replacing one 2011 Ford Crown Victoria that has exceeded its useful life and is fully depreciated. The replacement vehicle will be purchased using the accumulated depreciation of $25,237 and Blackhawk Traffic Safety Funds of $17,000. The Traffic Safety Fund was established to be used for the deposit of all monies received as a result of arrests for APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Mary Jane Robb, 335-1557 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stacey M. Boyd, Deputy cc: Paul Reyes, Heike Anderson, Liz Arbuckle, Mary Jane Robb C. 37 To:Board of Supervisors From:David O. Livingston, Sheriff-Coroner Date:June 18, 2019 Contra Costa County Subject:Appropriation Adjustment - Vehicle Purchase BACKGROUND: (CONT'D) vehicle code misdemeanor violations by a law enforcement agency. Expenditures made from this fund shall be made only for traffic-control devices and the maintenance thereof, equipment and supplies for traffic law enforcement and traffic accident prevention, and the maintenance, improvement or construction of public streets, bridges and culverts. CONSEQUENCE OF NEGATIVE ACTION: There will be insufficient appropriations available to facilitate the replacement of one patrol vehicle. AGENDA ATTACHMENTS TC24/27 AP005091 MINUTES ATTACHMENTS Signed: Appropriation & Adjustment No. 5091 RECOMMENDATION(S): APPROVE Appropriation and Revenue Adjustment No. 005090 appropriating $25,000 for one-time Proposition 63, Mental Health Services Act funding, and AUTHORIZE the transfer of $16,000 from Veterans Service Office temporary salaries to Fleet Internal Service Fund for the purchase of a vehicle, as recommended by the Veterans Service Officer. FISCAL IMPACT: This Board action will increase revenues by $25,000 and transfer $16,000 of appropriations to better align the department's accounts with anticipated expenditures. The appropriations as requested, will allocate funding for the purchase of a vehicle and miscellaneous services and supplies. BACKGROUND: On March 27, 2019, the Veterans Service Office (VSO) was informed that the California Department of Veterans Affairs awarded Contra Costa County $25,000 in Proposition 63 Mental Health Services Act funding. This one time funding is to support mental health outreach APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Nathan Johnson, 3-1481 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stacey M. Boyd, Deputy cc: C. 38 To:Board of Supervisors From:Nathan Johnson, Veterans Services Officer Date:June 18, 2019 Contra Costa County Subject:Appropriation Adjustment - One-Time Proposition 63 Subsidy and Vehicle Purchase BACKGROUND: (CONT'D) and treatment programs. Moreover, this action will enable the VSO to purchase a vehicle for the Senior Veterans Benefit Program. This vehicle will predominantly be used by a Veterans Service Representative to visit with Veteran Seniors in their homes and at senior centers to connect them with needed resources and benefits. Due to increased funding in future fiscal years, the Senior Veterans Benefit Program is expanding, creating a greater need for the vehicle. The vehicle being purchased is an underutilized pool vehicle from the Public Works Fleet Services. CONSEQUENCE OF NEGATIVE ACTION: VSO will be unable to purchase the vehicle necessary to serve the Senior Veteran population that cannot easily access Veteran Services without representatives going to them. Further, the one time Mental Health Services Act funding from the California Department of Veterans Affairs will not be budgeted for. AGENDA ATTACHMENTS TC24/27 AP 5090 MINUTES ATTACHMENTS Signed: Appropriations & Adjustments No. 5090 RECOMMENDATION(S): ADOPT advocacy positions on the following state bills: OPPOSE AB 1568 (McCarty), SUPPORT SB 137 (Dodd), SUPPORT SB 228 (Jackson), and OPPOSE SB 336 (Dodd). Note that AB 1568 (McCarty) was held in Appropriations and will not advance this year; an advocacy letter will not be sent at this time. FISCAL IMPACT: There is no direct fiscal impact from the adoption of advocacy positions. The fiscal impact of each bill, if known, is included in the background information for each bill. BACKGROUND: At its April 8, 2019 and June 10, 2019 meetings, the Transportation, Water, and Infrastructure Committee (Chair Mitchoff, Vice Chair Andersen) considered the following bills and directed staff, by unanimous vote, to send them to the Board of Supervisors for adoption of an advocacy position, AB 1568 (McCarty), SB 137 (Dodd), SB 228 (Jackson), and SB 336 (Dodd). AB 1568 (McCarty) was held in Appropriations and will not advance this year; an advocacy letter will not be sent at this time. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: John Cunningham (925) 674-7833 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Laura Cassell, Deputy cc: Lara Delaney C. 39 To:Board of Supervisors From:TRANSPORTATION, WATER & INFRASTRUCTURE COMMITTEE Date:June 18, 2019 Contra Costa County Subject:ADOPT advocacy positions on the following state bills: AB 1568 (McCarty), SB 137 (Dodd), SB 228 (Jackson), SB 336 (Dodd) BACKGROUND: (CONT'D) Details AB 1568 (McCarty): Housing law compliance: prohibition on applying for state grants. Description: Prohibits cities and counties from applying for state grants, except for specified transportation funding, if the city or county has been found to violate state housing law. Position Recommendation: OPPOSE - Rationale: AB 1568 does not include a clear definition of what constitutes a "state grant". That said, the bill puts a significant amount of funding available to the County at risk. Status: Re-referred to the Committee on Appropriations Other: California State Association of Counties (CSAC) letter of opposition: http://blob.capitoltrack.com/19blobs/904c4ddb-0294-4bab-ad6d-2d42790d346f Bill Text: http://leginfo.legislature.ca.gov/faces/billTextClient.xhtml?bill_id=201920200SB137 SB 137 (Dodd): Federal transportation funds: state exchange programs Description: The bill would allow the state, regions, cities and counties to reduce the cost of transportation projects and provide for more projects to be completed with the same amount of revenue by expanding the existing Match Exchange Program to include eligibility for larger regions and for local safety and bridge projects. Position Recommendation: SUPPORT - Rationale: CSAC estimates that the federal aid process adds anywhere from fifteen to forty percent to the cost of a project; especially for smaller projects. This bill does not require, but authorizes, the state to expand the successful Match Exchange Program to the extent that state funds are available and that the additional exchanges would not compromise other state funded projects or activities. Status: Assembly Transportation Committee Other: CSAC is the sponsor. Bill Text: http://leginfo.legislature.ca.gov/faces/billTextClient.xhtml?bill_id=201920200SB137 SB 228 (Jackson): Master Plan on Aging Description: This bill requires the Governor to appoint a Master Plan (on Aging) Director and establishes an Aging Task Force. The bill would require a series of other actions and directives impacting numerous state departments and stakeholders resulting in the identification of policies and priorities that need to be implemented in California to prepare for the aging of its population Position Recommendation: SUPPORT - Rationale: SB 228 is consistent with the County's existing platform including 2016-17 revisions made in response to the Aging Imperative planning process which the County participated in. Status: Assembly Aging and Long Term Care Committee Other: CSAC Support Letter: http://blob.capitoltrack.com/19blobs/f51ae919-0f19-4a8d-9622-3bcee38983a8 Bill Text: http://leginfo.legislature.ca.gov/faces/billTextClient.xhtml?bill_id=201920200SB228 SB 336 Dodd: Transportation: fully-automated transit vehicles Description: This bill requires transit operators to staff their autonomous transit vehicles with at least one trained employee. Position Recommendation: OPPOSE - Rationale: From the Senate Transportation Analysis, "By requiring an employee in virtually every AV used for public transit purposes, this bill diminishes the benefit of using AVs, making them less useful as a tool to help transit agencies provide their riders with better service." Status: Assembly Transportation Committee Bill Text: http://leginfo.legislature.ca.gov/faces/billTextClient.xhtml?bill_id=201920200SB336 CONSEQUENCE OF NEGATIVE ACTION: If action is not taken the Board will forgo an opportunity to communicate policy positions to the State Legislature. RECOMMENDATION(S): ADOPT Position Adjustment Resolution No. 22078 to establish the classification of Public Health Chief of Nursing and Clinical Services (VVDB) (represented) at salary plan and grade level ZA5 1005 ($11,131 - $13,530) and add one (1) full-time position in the Health Services Department. FISCAL IMPACT: Upon approval, this action has an annual cost of approximately $268,243 with pension costs of $61,826 already included. This cost will be entirely offset with Whole Person Care Act grant funds. BACKGROUND: The Health Services Department is one of 19 counties who received funding from the California Department of Health Care Services (DHCS) to participate in the Whole Person Care Act Program, a statewide waiver pilot program for vulnerable Medi-Cal recipients. Now termed as 'CommunityConnect', the program resides in the Public Health Division with approximately 160 positions to coordinate health, behavioral health, and social services in a patient-centered manner; develop infrastructure to ensure long-term collaboration among participating entities, and improve beneficiary health and well-being APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS Contact: Jo-Anne Linares, (925) 957-5240 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: , Deputy cc: Jo-Anne Linares C. 40 To:Board of Supervisors From:Dianne Dinsmore, Human Resources Director Date:June 18, 2019 Contra Costa County Subject:Establish the classification of Public Health Chief of Nursing and Clinical Services and add one position in the Health Services Department BACKGROUND: (CONT'D) through more efficient and effective use of resources. The program's goal is to increase linkages and services outside of the health system into the larger community and targets Medi-Cal patients who are high risk and high utilizers of highly acuity medical services. The Public Health Chief of Nursing and Clinical Services is a single-position classification primarily responsible to plan, organize and direct the overall administration and management of the Whole Person Care Act Program and all public health nursing programs and clinical services. It will also be designated as the County's Director of Public Health Nursing. Duties include developing goals, policies, and procedures in compliance with all applicable Federal, State, and local laws and regulations; providing professional assessment of multiple factors that affect the quality and efficiency of nursing care services; establishing and maintaining effective communications between medical, professional, clinical and technical staff in the county and in other local, state, and federal agencies, and acts as the liaison with other departments, and agencies for delivery of joint-venture, multi-service programs involving public health. The Department is requesting to allocate the salary 5% above the Public Health Director of Clinical Services but 7% below the Assistant Health Services Director (Public Health Director) in order to maintain appropriate internal classification and salary relationships. CONSEQUENCE OF NEGATIVE ACTION: If this action is not approved, Health Services will not have the appropriate management staff to effectively administer the Whole Person Care Act Program and manage all nursing personnel, programs and services within Public Health Division. CLERK'S ADDENDUM RELISTED to a future date uncertain. AGENDA ATTACHMENTS P300 No. 22078 HSD MINUTES ATTACHMENTS signed P300 22078 POSITION ADJUSTMENT REQUEST NO. 22078 DATE 5/2/2017 Department No./ Department Health Services Budget Unit No. 0450 Org No. 6377 Agency No. A18 Action Requested: Establish the classification of Public Health Chief of Nursing and Clinical Services ; allocate it on the salary schedule and add one permanent full -time position in the Health Services Department. Proposed Effective Date: 7/1/2017 Classification Questionnaire attached: Yes No / Cost is within Department’s budget: Yes No Total One-Time Costs (non-salary) associated with request: $0.00 Estimated total cost adjustment (salary / benefits / one time): Total annual cost $245,687.04 Net County Cost Total this FY $81,895.68 N.C.C. this FY SOURCE OF FUNDING TO OFFSET ADJUSTMENT 100% Whole Person Care Act Grant Funds Department must initiate necessary adjustment and submit to CAO. Use additional sheet for further explanations or comments. Jo-Anne Linares ______________________________________ (for) Department Head REVIEWED BY CAO AND RELEASED TO HUMAN RESOURCES DEPARTMENT Enid Mendoza 5/1/2019 ___________________________________ ________________ Deputy County Administrator Date HUMAN RESOURCES DEPARTMENT RECOMMENDATIONS DATE 6/5/2019 Establish the classificat ion of Public Health Chief of Nursing and Clinical Services (VVDB) at salary plan and grade level ZA5 1005 ($11,131 - $13,530) and add one full-time position Amend Resolution 71/17 establishing positions and resolutions allocating classes to the Bas ic / Exempt salary schedule. Effective: Day following Board Action. (Date) Gladys Scott Reid 6/5/2019 ___________________________________ ________________ (for) Director of Human Resources Date COUNTY ADMINISTRATOR RECOMMENDATION: DATE 6/12/2019 Approve Recommendation of Director of Human Resources Disapprove Recommendation of Director of Human Resources Enid Mendoza Other: ____________________________________________ ___________________________________ (for) County Administrator BOARD OF SUPERVISORS ACTION: David J. Twa, Clerk of the Board of Supervisors Adjustment is APPROVED DISAPPROVED and County Administrator DATE BY APPROVAL OF THIS ADJUSTMENT CONSTITUTES A PERSONNEL / SALARY RESOLUTION AMENDMENT POSITION ADJUSTMENT ACTION TO BE COMPLETED BY HUMAN RESOURCES DEPARTMENT FOLLOWING BOARD ACTION Adjust class (es) / position(s) as follows: P300 (M347) Rev 3/15/01 REQUEST FOR PROJECT POSITIONS Department Date 6/12/2019 No. xxxxxx 1. Project Positions Requested: 2. Explain Specific Duties of Position(s) 3. Name / Purpose of Project and Funding Source (do not use acronyms i.e. SB40 Project or SDSS Funds) 4. Duration of the Project: Start Date End Date Is funding for a specified period of time (i.e. 2 years) or on a year -to-year basis? Please explain. 5. Project Annual Cost a. Salary & Benefit s Costs : b. Support Cost s : (services, supplies, equipment, etc.) c . Less revenue or expenditure: d. Net cost to General or other fund: 6. Briefly explain the consequences of not filling t he project position(s) in terms of: a. potential future costs d. political implications b. legal implications e. organizational implications c . financial implications 7. Briefly describe the alternative approaches to delivering t he services which you have considered. Indicate why these alternatives were not chosen. 8. Departments requesting new project positions must submit an updated cost benefit analysis of each project position at the halfway point of the project duration. This report is to be submitted to the Human Resources Department, which will forward the report to the Board of Supervisors. Indicate the date that your cost / benefit analysis will be submitted 9. How will the project position(s) be filled? a. Competitive examination(s) b. Existing employment list(s) Which one(s)? c. Direct appointment of: 1. Merit System employee who will be placed on leave from current job 2. Non-County employee Provide a justification if filling position(s) by C1 or C2 USE ADDITIONAL PAPER IF NECESSARY RECOMMENDATION(S): ADOPT Resolution No. 2019/46 approving the Side Letter between the County of Contra Costa and IFPTE, Local 21 regarding redefining "Transfer". FISCAL IMPACT: Up to five percent for each promotion. BACKGROUND: The IFPTE, Local 21 Memorandum of Understanding defines Transfer as "the change of an employee to another position in the same class in a different department, or to another position in a class which is allocated to a salary schedule the top step of which is within five (5) percent of the top step of the class previously occupied in the same or different department or as otherwise defined in deep class ordinances or resolutions." The Side Letter modifies the definitions of Transfer and Promotion to treat an employee selected from an eligible list established as a result of a competitive recruitment to a classification with a top step that is greater than or equal to the top step of the classification the employee previously occupied, as a Promotion. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Lisa Driscoll (925) 335-11023 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Jami Napier , Deputy cc: Dianne Dinsmore, Human Resources Director, Robert Campbell, Auditor-Controller C. 41 To:Board of Supervisors From:David Twa, County Administrator Date:June 18, 2019 Contra Costa County Subject:Local 21 Side Letter - Modification of the Definitions of Transfer and Promotion CONSEQUENCE OF NEGATIVE ACTION: Internal candidates applying for the same position may be placed at different steps depending on the classification from which they came. AGENDA ATTACHMENTS Resolution 2019/46 Local 21 Side Letter, dated 6/13/19 MINUTES ATTACHMENTS signed Resolution 2019/46 THE BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY, CALIFORNIA and for Special Districts, Agencies and Authorities Governed by the Board Adopted this Resolution on 06/18/2019 by the following vote: AYE:5 John Gioia Candace Andersen Diane Burgis Karen Mitchoff Federal D. Glover NO: ABSENT: ABSTAIN: RECUSE: Resolution No. 2019/46 In The Matter Of: The Side Letter Agreement between Contra Costa County and IFPTE, Local 21, to modify the definition of "Transfer". The Contra Costa County Board of Supervisors acting in its capacity as Governing Board of the County of Contra Costa and the Board of Directors of the Contra Costa County Fire Protection District RESOLVES THAT: Effective the first of the month following adoption by the Board of Supervisors, the attached Side Letter of Agreement dated June 13, 2019 be ADOPTED. Contact: Lisa Driscoll (925) 335-11023 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Jami Napier , Deputy cc: Dianne Dinsmore, Human Resources Director, Robert Campbell, Auditor-Controller RECOMMENDATION(S): ADOPT Resolution No. 2019/464 acknowledging the following: a the unit modification to remove the classification of Sheriff’s Crime Analyst (64VA) from the Local 21 Non-supervisory Unit and to decertify the classification from Local 21 representation; a modification of the DSA Management Unit to include the Sheriff’s Crime Analyst (64VA) classification; and, the formal recognition of DSA as the majority representative of the Sheriff’s Crime Analyst classification. FISCAL IMPACT: Cost neutral. This is a change of classification representation between Local 21 and the Deputy Sheriffs Association. BACKGROUND: On October 24, 2018, the Deputy Sheriffs Association (DSA) filed a request with the Employee Relations Officer to modify the Non-Supervisory Unit of IFPTE, Local 21 to establish a new unit consisting of the classification: Sheriff’s Crime Analyst (64VA), and formal recognition of DSA as the majority representative for the proposed unit. A preliminary determination of appropriateness determined that the proposed representation unit was not appropriate and a meet and confer was scheduled with the goal of reaching an agreement on the composition of an appropriate representation unit. A meet and confer APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Lisa Driscoll, County Finance Director I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Jami Napier , Deputy cc: Dianne Dinsmore, Human Resources Director, Robert Campbell, Auditor-Controller, David Livingston, Sheriff-Coroner C. 42 To:Board of Supervisors From:David Twa, County Administrator Date:June 18, 2019 Contra Costa County Subject:Resolution No. 2019/464 - Deputy Sheriffs Association Unit Modification BACKGROUND: (CONT'D) > occurred on January 17, 2019 and on February 12, 2019 an agreement was reached to decertify the Sheriff’s Crime Analyst (64VA) from the Non-Supervisory Unit of IFPTE, Local 21 and to incorporate the classification into the Management Unit of the DSA Management Memorandum of Understanding (MOU). The Deputy Sheriffs Association, Management Unit MOU shall be modified as follows: The classification of Sheriff’s Crime Analyst (64VA) shall be added to Section 1.1 – Association Recognition. 1. The terms and conditions of employment for the classification shall be determined by the portions of the DSA Management MOU applicable to non-sworn employees. CONSEQUENCE OF NEGATIVE ACTION: If the action is not approved, the terms and conditions of employment for the classification will not be included in the DSA memorandum of understanding. AGENDA ATTACHMENTS Resolution 2019/464 MINUTES ATTACHMENTS signed Resolution 2019/464 THE BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY, CALIFORNIA and for Special Districts, Agencies and Authorities Governed by the Board Adopted this Resolution on 06/18/2019 by the following vote: AYE:5 John Gioia Candace Andersen Diane Burgis Karen Mitchoff Federal D. Glover NO: ABSENT: ABSTAIN: RECUSE: Resolution No. 2019/464 In The Matter Of: Approving the unit modifications of the Deputy Sheriff’s Association (DSA), Management Unit and the Professional and Technical Engineers, IFPTE, Local 21, Non-Supervisory Unit, and formal recognition of the DSA as the majority representative of the Sheriff’s Crime Analyst (64VA) classification. The Contra Costa County Board of Supervisors acting in its capacity as Governing Board of the County of Contra Costa and all districts of which it is the ex-officio governing Board RESOLVES THAT: Effective July 1, 2019, the following shall be ACKNOWLEDGED and APPROVED : The Non-Supervisory Unit of the Professional and Technical Engineers, IFPTE, Local 21 is modified to remove and decertify the Sheriff’s Crime Analyst (64VA) classification; and 1. The Management Unit of the Deputy Sheriffs Association (DSA) is modified to include the Sheriff’s Crime Analyst (64VA) classification; and 2. The DSA is formally recognized as the majority representative of the classification of Sheriff’s Crime Analyst (64VA).3. Contact: Lisa Driscoll, County Finance Director I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Jami Napier , Deputy cc: Dianne Dinsmore, Human Resources Director, Robert Campbell, Auditor-Controller, David Livingston, Sheriff-Coroner RECOMMENDATION(S): APPROVE and AUTHORIZE the County Librarian, or designee, to execute a Library Maintenance and Service Agreement between Contra Costa County and the City of Pinole, for the operation of the Pinole Library located at 2935 Pinole Valley Road, Pinole for Fiscal Year 2019-2020. FISCAL IMPACT: None. BACKGROUND: Contra Costa County provides each library in the County system with 35 Base Hours per week, provided that the city funds all costs for maintenance. Due to the City of Pinole's inability to fund library maintenance costs, the Pinole Library has only been open 24 hours per week. At the City Council Meeting on December 18, 2018, the Council voted to approve its budget, which included funding for the maintenance costs of the library. On July 1, 2019, the City will be eligible for the same 35 Base Hours provided to all cities that fully fund library maintenance costs. CONSEQUENCE OF NEGATIVE ACTION: Failure to approve execution of this agreement may result in the Pinole Library remaining open for only 24 hours per week instead of the 35 hours per week stipulated in the agreement. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Walt Beveridge 925-608-7730 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stacey M. Boyd, Deputy cc: C. 43 To:Board of Supervisors From:Melinda Cervantes, County Librarian Date:June 18, 2019 Contra Costa County Subject:Library Maintenance and Service Agreement with the City of Pinole ATTACHMENTS PNL Maintenance & Service Agreement PNL Agreement Supplement RECOMMENDATION(S): ADOPT Resolution No. 2019/196 to approve and authorize the Employment and Human Services Director, or designee, to execute a contract with California Department of Aging in the amount of $4,746,809 for Older American Act Title III and Title VII services for the period July 1, 2019 through June 30, 2020. FISCAL IMPACT: County to receive $4,746,809 from the California Department of Aging, which is 91% Federal and 9% State. The County is required to match $198,930. BACKGROUND: The Employment and Human Services Department, Area Agency on Aging, provides services to low income older residents of Contra Costa County as defined by Title III and Title VII of the Older Americans Act. Services include, but are not limited to, disease prevention and health promotion, nutrition counseling, risk screening, medication management, information through multipurpose senior centers, congregate meal sites, home-delivered meal programs, information services at appropriate sites for low income County residents, elder abuse prevention, and ombudsman services. CONSEQUENCE OF NEGATIVE ACTION: Without funding, Older American Act, Title III and Title VII services could not be delivered. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Elaine Burres 608-4960 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Laura Cassell, Deputy cc: C. 44 To:Board of Supervisors From:Kathy Gallagher, Employment & Human Services Director Date:June 18, 2019 Contra Costa County Subject:California Department of Aging, Older Americans Act, Title III and Title VII AGENDA ATTACHMENTS Resolution 2019/196 MINUTES ATTACHMENTS Signed Res 2019_196 THE BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY, CALIFORNIA and for Special Districts, Agencies and Authorities Governed by the Board Adopted this Resolution on 06/18/2019 by the following vote: AYE:5 John Gioia Candace Andersen Diane Burgis Karen Mitchoff Federal D. Glover NO: ABSENT: ABSTAIN: RECUSE: Resolution No. 2019/196 In The Matter Of: California Department of Aging, Older American Act, Title III and Title VII funding. WHEREAS, the Employment and Human Services Department contracts with and receives funding from the California Department of Aging to provide services under the Older American Act, title III and Title VII, and WHEREAS, funding in the amount of $4,746,809 (Agreement # AP-1920-07) is available for the period July 1, 2019 through June 30, 2020, and WHEREAS, Employment and Human Services, Area Agency on Aging, provides services to include, but not limited to, disease prevention and health promotion, nutrition counseling, risk screening, meditation management, information through multipurpose senior centers, congregate meals sites, home-delivered meal programs, information services at appropriate sites for low income County residents, elder abuse prevention, and ombudsman services. NOW, THEREFORE, BE IT RESOLVED: The Contra Costa Board of Supervisors approves and authorizes the Employment and Human Services Director, or designee, to execute a contract with California Department of Aging (Agreement AP-1920-07) to pay County in the amount not to exeed $4,746,809 for Older American Act Title III and Title VII services for the period July 1, 2019 through June 30, 2020. Contact: Elaine Burres 608-4960 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Laura Cassell, Deputy cc: RECOMMENDATION(S): APPROVE and AUTHORIZE the Health Services Director, or designee, to execute on behalf of the County Interagency Agreement #28–331-2 with Antioch Unified School District (AUSD), a government agency, to pay County an amount not to exceed $490,000, for mental health services to students referred to the District’s Helping Open Pathways to Education (HOPE) program, for the period from July 1, 2019 through June 30, 2020. FISCAL IMPACT: Approval of this interagency agreement will result in a total payment to the County not to exceed $490,000. No County match is required. BACKGROUND: On October 8, 2010, the State of California suspended funding for AB3632 students, which relieved the counties in California from providing mental health services for special education students. This agreement will allow AUSD to provide funding for the County to provide mental health services to special education students who are residing in local and out-of-state residential facilities and students who receive outpatient services in the schools and county-operated clinics, through Community Based Organizations that have contracts with the County for professional mental health services. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Suzanne Tavano, 925-957-5201 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Laura Cassell, Deputy cc: L Walker, M Wilhelm C. 45 To:Board of Supervisors From:Anna Roth, Health Services Director Date:June 18, 2019 Contra Costa County Subject:Interagency Agreement #28–331-3 with Antioch Unified School District BACKGROUND: (CONT'D) Under Interagency Agreement #28–331-3, AUSD will pay County for the provision of mental health services to students referred to the Antioch Unified School District’s HOPE program, through June 30, 2020. The HOPE program provides school based mental health services to students and their families who meet medical necessity and are enrolled in one of the following six AUSD schools: Belshaw Elementary, Carmen Dragon Elementary, John Muir Elementary, Lone Tree Elementary, Marsh Elementary and Park Middle School. CONSEQUENCE OF NEGATIVE ACTION: If this agreement is not approved, AUSD will not pay County for providing mental health and crisis intervention services to students within the District. CHILDREN'S IMPACT STATEMENT: This program supports the following Board of Supervisors’ community outcomes: (1) “Children Ready For and Succeeding in School”; (4) “Families that are Safe, Stable, and Nurturing”; and (5) “Communities that are Safe and Provide a High Quality of Life for Children and Families”. Expected program outcomes include an increase in positive social and emotional development as measured by the Child and Adolescent Functional Assessment Scale. RECOMMENDATION(S): APPROVE and AUTHORIZE the Public Works Director, or designee, to execute a contract with Lawrence Livermore National Laboratory (LLNL), effective June 18, 2019, where the County will receive a Department of Energy funded grant in the amount of $100,000 to contribute data and expertise for the period June 18, 2019 through June 18, 2022, Countywide. (WH265H) FISCAL IMPACT: 100% Federal - Department of Energy. The County will receive $100,000 over the next three years acting as a Subcontractor to LLNL. BACKGROUND: Lawrence Livermore National Lab has requested that the Department of Public Works Energy Manager assist in the performance of energy research to improve the way buildings work as an integral part of the electric utility grid. The project, sponsored by the Department of Energy, is known as APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Ramesh Kanzaria 925-957-2480 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Laura Cassell, Deputy cc: C. 46 To:Board of Supervisors From:Brian M. Balbas, Public Works Director/Chief Engineer Date:June 18, 2019 Contra Costa County Subject:APPROVE and AUTHORIZE the Public Works Director, or designee, to enter into a Subcontract with Lawrence Livermore National Laboratories (WH265H) BACKGROUND: (CONT'D) Capacity Utilization of Building Energy (CUBE) via Multi-Scale Metrics . Other key project participants include PG&E, New York University (NYU), New York State Energy Research and Development Authority (NYSERDA), and the New York Power Authority (NYPA). The County will be contributing data and expertise over the three year contract period. The required energy usage data is readily available from PG&E. Building load data will be obtained directly from existing Building Management Control Systems. The County Energy Manager will be the primary staff person required to support the project. Through this work the County will gain a much deeper understanding of the impact and value of distributed energy resources including solar PV, energy storage, electric vehicle chargers, and demand management on the grid. The work is in direct support of the County’s DER program plan approved by the BOS on July 10, 2018. CONSEQUENCE OF NEGATIVE ACTION: Without approval to enter into this subcontract with LLNL, the County will lose both a superb opportunity for research and development collaboration with key U.S. energy agencies and additional funding. ATTACHMENTS SOW CCC for Cube 1004 TPH LLNL Subcontract B633442 Statement of Work Project Title: Capacity Utilization of Building Energy (CUBE) via Multi-Scale Metrics Background Introduction: The goal of the project is to develop metrics to evaluate peak shaving and shifting capacities of buildings over multiple time scales for grid services. The developed metrics will provide a consistent measure to evaluate building’s peak shaving and shifting capacities, which will help various stakeholders – including grid operators, regulators, building energy managers, potential and current building owners, developers, and users – make decisions to leverage building energy flexibility for their financial and operational interests and needs. Grid services of various time scales that will be explored include capacity (multi-year), energy (day- to hour-ahead/real-time), and voltage support (day- to hour-ahead in distribution). The focus of this project will be on investigating differences in building energy flexibility (i.e., peak shaving and shifting capacities) by region, climate, building end use (e.g., residential vs. commercial), and control functionality (i.e., levels of automated control). Actual building energy models and data will be used to simulate and validate various use cases in California and New York, in p articular. Especially, the impacts of distributed energy resources (e.g., rooftop solar photovoltaic (PV) and smart electric vehicle charging) on the values of building energy flexibility will be examined by simulating use cases on actual distribution feed er models. Objective: The overarching goal of the project is to provide consistent metrics across various use cases for grid operators, building energy managers and owners, and regulators. In order to achieve this goal, the project team will 1) identify a set of building energy flexibility metrics from the perspectives of grid operators and building developers/users, respectively, 2) improve estimation of building energy consumption and peak shaving/shifting performance with calibrated building energy mo dels and data analytics, and 3) simulate building energy models with the grid models to validate different use cases and demonstrate effectiveness of the metrics. The objectives by year/phase are: Year 1: Identify a set of peak shaving/shifting capacity metrics for buildings  Identify metrics required for grid operations over various time scales (capacity, energy) and by operation levels (transmission and distribution)  Identify metrics required for building energy management and development  Identify use cases of metrics with TAG Year 2: Estimate peak shaving/shifting capacities with energy models and data analytics  Develop and calibrate building energy models  Identify relationships between building parameters and ex and flexibility performance Year 3: Validate effectiveness of metrics with simulation and demonstration of use cases  Simulate building energy performance with building and grid models  Evaluate metrics for different use cases and compare results among different buildings and settings Statement of Work: Contra Costa County will be responsible for 1) providing data regarding energy consumption, especially electricity, of the public service buildings that the Public Works Department manages, 2) providing assistance in identifying parameters for developing building energy models (for example, EnergyPlus), 3 ) providing guidance on energy management of public service buildings, including sharing the experience and expertise in demand response programs and energy efficiency efforts, and 4) facilitating site visits by the project team of at least the LLNL staff members. Tasks, Milestones, Deliverables, Schedules: TASKS MILESTONES DELIVERABLES SCHEDULE Assist LLNL in data identification, transfer, and processing Complete data management plan by LLNL and the project team Provide guidance in data availability on the CCC sites ; provide data identified by project team; provide guidance in data processing by LLNL and team By 9/2019 Assist LLNL in building energy model development Complete building energy models (EnergyPlus) by LLNL and the project team Provide assistance and facilitate site visits, if necessary, in developing energy models for select buildings at CCC sites By 9/2020 Facilitate site visits At least one visit of select CCC PWD facilities Host a facility visit by the project team from LLNL and PG&E By 9/2020 P rovide input in project reports Provide input and feedback in annual reports coordinated by LLNL Review parts relevant to activities by CCC in the annual reports, including data availability and experience/expertise as energy manager By 9/2021 Signature Page Page 1 of 8 (DM-815; 01/11/19) SUBCONTRACT NO. B633442 Lawrence Livermore National Laboratory Supply Chain Management Department P.O. Box 5012 Livermore, CA 94551 Subcontractor: CONTRA COSTA COUNTY - PUBLIC WORKS DEPARTMENT Attention: Frank V. Di Massa 40 Muir Road Martinez, CA 94553 USA frank.dimassa@pw.cccounty.us LLNS Contract Analyst: Tim Horgan Phone: (925) 423-2383 Fax: (925) 422-8598 E-Mail: horgan5@llnl.gov Introduction This is a Labor Hour Subcontract for the support of the DOE CUBE project, as further described herein. The parties to this Subcontract are Lawrence Livermore National Security, LLC (hereinafter called "LLNS") and the party identified above as the "Subcontractor". This is a Subcontract under Prime Contract No. DE-AC52-07NA27344 between LLNS and the United States Government (hereinafter called "Government"), represented by the Department of Energy National Nuclear Security Administration (hereinafter called "DOE/NNSA"), for th e management and operation of the Lawrence Livermore National Laboratory (hereinafter called "LLNL") and the performance of certain research and development work. Pursuant to the DOE’s policy objectives and Small Business Administration reporting requirements, the existence of this Subcontract and certain related information including the general description of the items/services purchased, value, and place of performance and the Subcontractor’s name, address and socio -economic attributes will be disclosed to the Small Business Administration and published on www.data.gov. Agreement The parties agree to perform their respective obligations in accordance with the terms, conditions, and provisions of the attached SCHEDULE OF ARTICLES and any documents referenced or incorporated therein, which together with this Subcontract Signature Page shall collectively constitute the entire Subcontract and shall supersede all prior negotiations, representations, or agreements, whether ve rbal or written. CONTRA COSTA COUNTY - PUBLIC WORKS DEPARTMENT LAWRENCE LIVERMORE NATIONAL SECURITY, LLC BY: BY: Tim Horgan TITLE: TITLE: Contract Analyst LLNL Supply Chain Management Dept. DATE: DATE: Schedule of Articles Subcontract No. B633442 Page 2 of 8 (DM-815; 01/11/19) SCHEDULE OF ARTICLES FOR SUBCONTRACT B633442 ARTICLE 1 - INCORPORATED DOCUMENTS The following documents are hereby incorporated as a part of this Schedule of Articles of the Subcontract and are referenced, or attached hereto. Documents GENERAL PROVISIONS FOR TIME AND MATERIALS SUBCONTRACTS (GPS #800A; 12/15/17) * STATEMENT OF WORK, ENTITLED CAPACITY UTILIZATION OF BUILDING ENERGY (CUBE) VIA MULTI- SCALE METRICS (3/18/19) Forms T&M INVOICE FORM & INSTRUCTIONS * * The documents and forms marked with an asterisk, as well as links to Federal and State Tax Forms websites, are available on-line at the following website: https://supplychain.llnl.gov/ (under Supplier Information, select either General Provisions & Forms, or Special Provisions). In the event any attachments, specifications, drawings or other documents referenced or incorporated in this Subcontract reference Contract Administrator, all such references shall mean Contract Analyst. ARTICLE 2 - SCOPE OF WORK A. The Subcontractor shall provide The work is more specifically described in the incorporated STATEMENT OF WORK. Acceptance of the work under this Subcontract shall be based on the Subcontractor's performance and completion of the work in consonance with high professional standards and compliance with the delivery and reporting requirements specified herein. B. The Subcontractor shall furnish all personnel, supervision, materials, supplies, equipment, tools, facilities, transportation, testing, and other incidental items and services necessary for performance of the work, except for Government Property specified herein to be furnished by LLNS. The Subcontractor shall deliver the materials, products, supplies, and reports, as specified. C. The work shall be performed by the Subcontractor at the Subcontractor's facility located at Martinez, CA and at other locations approved by the LLNS Contract Analyst. D. The labor shall be performed by employees of the Subcontractor (W-2 tax withholdings required), who are paid a salary or wages, are reimbursed for travel and other work-related direct expenses, are provided prevailing employment-related benefits, and will continue to be. No labor shall be performed by a lower-tier subcontractor or other personnel without the LLNS Contract Analyst’s written approval. Schedule of Articles Subcontract No. B633442 Page 3 of 8 (DM-815; 01/11/19) ARTICLE 3 - PERIOD OF PERFORMANCE The work described in the SCOPE OF WORK Article shall commence upon signature of this Subcontract by both parties and shall be completed on or before 4/30/2022. ARTICLE 4 - ALLOWABLE EXPENDITURES Allowable expenditures shall be in accordance with the following and the PAYMENTS UNDER TIME- AND-MATERIALS AND LABOR-HOUR SUBCONTRACTS clause of the GENERAL PROVISIONS. A. Allowable Expenditures 1. Labor Labor shall be reimbursed at the following fixed hourly rates. Position (5/1/2019 through 8/30/2019) (9/1/2019 through 8/30/2020) (9/1/2020 through 8/30/2021) (9/1/2021 through 8/30/2022) Energy Manager $180.00 $198.00 $218.00 $240.00 Associate Capital Project Manager $173.00 $190.00 $209.00 $230.00 Lead Stationary Engineer $122.00 $134.00 $147.00 $162.00 The Subcontractor shall not be reimbursed for travel time to and from the work location. 2. Other Direct Expenses: None B. Ceiling Price 1. The ceiling price for the performance of this Subcontract is $100,000.00. The ceiling price is estimated to cover performance through April 30, 2022. 2. As specified in Paragraph D. of the PAYMENTS UNDER TIME-AND-MATERIALS AND LABOR-HOUR SUBCONTRACTS clause of the GENERAL PROVISIONS, LLNS shall not be obligated to pay the Subcontractor any amount in excess of the ceiling price, including allowable expenditures and termination costs, any other provision to the contrary notwithstanding, and the Subcontractor shall not be obligated to continue performance if it would cause the ceiling price to be exceeded. The Subcontractor shall notify LLNS in writing at least five working days prior to stopping work to avoid exceeding the ceiling price. Schedule of Articles Subcontract No. B633442 Page 4 of 8 (DM-815; 01/11/19) ARTICLE 5 - INVOICES AND PAYMENT Invoices and payments shall be in accordance with this Article and the PAYMENTS UNDER TIME-AND- MATERIALS AND LABOR-HOUR SUBCONTRACTS clause of the GENERAL PROVISIONS. A. Invoices 1. All invoices shall be submitted on a monthly basis and substantially comply with the requirements of the incorporated T&M INVOICE FORM & INSTRUCTIONS. 2. The Subcontractor shall reference the Subcontract number and billing period covered on all invoices, which shall be submitted to the following address: Lawrence Livermore National Laboratory Attention: SASS, L-650 P.O. Box 5012 Livermore, CA 94551 Or electronically by E-Mail at: sass@llnl.gov (pdf attachment required) Payment status inquiries should be directed to the LLNL Accounts Payable PO Payment Inquiry website at: https://vipir.llnl.gov/vipir B. Payment Terms 1. The terms of payment for all invoices except the final invoice shall be Net 30 Days after receipt of a proper invoice, upon LLNS’ acceptance of any portion of the work delivered or rendered for which a price is separately stated or an invoice allowed. 2. As specified in the PAYMENTS UNDER TIME-AND-MATERIALS AND LABOR-HOUR SUBCONTRACTS clause of the GENERAL PROVISIONS, a retention amount of five percent may be withheld from the amounts due for labor. The maximum retention under this Subcontract will not exceed $50,000.00. 3. LLNS will process for payment any balance of allowable costs not previously paid based upon the following: (1) LLNS’ approval of a final invoice or voucher, (2) Subcontractor’s compliance with all terms of this Subcontract, (3) LLNS’ receipt of an Assignment & Release as required by the PAYMENTS UNDER TIME-AND-MATERIALS AND LABOR- HOUR SUBCONTRACTS clause of the GENERAL PROVISIONS, and (4) completion of all closeout requirements. An Assignment & Release form will be provided during the closeout process of this Subcontract and must be completed and returned to LLNS; however, an Assignment & Release form is available to view in advance at the following link: https://supplychain.llnl.gov/poattach/docs/assign_release.docx Schedule of Articles Subcontract No. B633442 Page 5 of 8 (DM-815; 01/11/19) C. Federal and State Reporting and Withholding Requirements LLNS is required to report and withhold income, as may be applicable, on payments for services (e.g., labor, travel, etc.) performed for LLNS. LLNS must, therefore, request certain certifications, exemption / classification status, and other tax related information via tax forms. Depending on your exemption status, withholding may apply. LLNS requires both a Federal (W-9 or W-8BEN-E) and California State (587 or 590) tax form to be on file prior to issuing the initial invoice under this Subcontract. (NOTE: California Form 587, if applicable, is required for each and every Subcontract.) Links to the Federal and State Tax Forms websites are available on-line at the following website: https://supplychain.llnl.gov/ (under Supplier Information, General Provisions & Forms). Tax forms shall be sent to LLNS Accounts Payable Tax Group, by E-Mail at: AP-tax@llnl.gov; by mail to: P.O. Box 5001, L-435, Livermore, CA 94551; or by Fax to: (925) 422-0310. Please reference B633442 on all correspondence. For Subcontractors requesting a waiver (California Form 588) or reduced withholding rate (California Form 589) on payments of California source income, submit form directly to the Franchise Tax Board (FTB). Send a copy of the waiver or reduced rate authorization letter received from the FTB to the LLNS Accounts Payable Tax Group, by E-Mail at: AP-tax@llnl.gov; by mail to: P.O. Box 5001, L-435, Livermore, CA 94551; or by Fax to: (925) 422-0310. Tax form questions should be directed to the Financial Services Help Desk at (925) 42 4-4444. Failure to submit required tax forms in a timely manner will result in significant delays in payment of invoices and/or amounts withheld unnecessarily. D. Location of Services All non-Corporations shall specify the location of services (e.g., labor, travel, etc.) by state on each invoice including the invoiced amounts for each (include hours and dollars). If work will only be performed in one state, indicate accordingly. In ad dition, any Corporations that do not have an office in California or are not registered to do business in California shall also list the location of services on each invoice as previously described. Only Corporations with an office residing in California or are registered to do business in California need not specify the location of services. ARTICLE 6 - SAFETY STANDARDS AND TESTING Materials, supplies, and equipment furnished or used by the Subcontractor under this Subcontract shall meet nationally recognized safet y standards or be tested by the Subcontractor in a manner demonstrating they are safe for use. All electrical equipment, components, conductors, and other electrical material shall be of a type that is listed, labeled, or tested by a Nationally Recognized Testing Laboratory (NRTL) in accordance with Title 29, Part 1910, Occupational Safety and Health Standards, of the Code of Federal Regulations (29 CFR 1910). The Subcontractor shall obtain prior written approval from the LLNS Contract Analyst before furnishing or using any materials, supplies, or equipment that do not meet these requirements. Schedule of Articles Subcontract No. B633442 Page 6 of 8 (DM-815; 01/11/19) ARTICLE 7 - COORDINATION AND ADM INISTRATION A. The LLNS Contract Analyst for this Subcontract is Tim Horgan, or any other designee(s) as may be specified from time to time by the Contract Analyst, including by e-mail notification. All matters relating to the non-technical interpretation, administration, and performance of this Subcontract shall be directed to the LLNS Contract Analyst. The Subcontractor shall direct all notices and requests for approval to the LLNS Contract Analyst, and any notices or approvals from LLNS to the Subcontractor shall be issued by the LLNS Contract Analyst. B. The LLNS Technical Representative under this Subcontract is Jhi-Young Joo, or designee, telephone (925) 422-0074, or email joo3@llnl.gov. The LLNS Technical Representative will represent LLNS in matters relating to the technical performance of the Scope of Work described herein. The LLNS Technical Representative will interpret the technica l requirements of the Scope of Work and determine the emphasis and direction of the Subcontractor in the conduct of the work. The LLNS Technical Representative is not authorized to execute on behalf of LLNS any Subcontractor provided terms, conditions, or representations without consent from the LLNS Contract Analyst. This includes end-use certifications and representations. ARTICLE 8 - REPORTS A. Type of Reports The Subcontractor shall prepare and submit the following reports to LLNS: 1. Monthly Progress Reports (Type A) Monthly progress reports shall be submitted by the fifth work day of each month. The progress reports may be informal letter summaries in a format approved by the LLNS Contract Analyst. These reports shall contain a description of work performed during the report period, work planned for the succeeding period, the labor effort expended by labor category, and the reimbursable costs incurred. 2. Final Report (Type B) A final report shall be submitted upon completion of the work and conta in a comprehensive summary of all work results and conclusions. The form and content of the final report shall be acceptable to the LLNS Technical Representative. If so requested, a draft copy of the report shall be provided to the LLNS Technical Representative for review prior to final submittal. B. Distribution of Reports Reports shall be electronically transmitted to: Type of Report Recipient A & B Jhi-Young Joo, joo3@llnl.gov Schedule of Articles Subcontract No. B633442 Page 7 of 8 (DM-815; 01/11/19) A & B Tim Horgan, horgan5@llnl.gov With the exception of those indicated above, the Subcontractor shall not distribute reports of work under this Subcontract to any individual or organization without prior written approval of the LLNS Contract Analyst. C. Interim Reports It is understood there will be other informat ion exchanged between the parties from time to time. Such data may be exchanged directly between the parties concerned; formal reporting and distribution is not required in these cases. ARTICLE 9 - NAICS CODE AND SMALL BUSINESS SIZE STANDARD The North American Industry Classification System (NAICS Code) for this Subcontract is 541690, Other Scientific and Technical Consulting Services. The corresponding small business size standard for this acquisition is $6,500,000.00 or less. Annual receipts are to be based on t he average annual gross revenue for the past three fiscal years. The Subcontractor shall base its Small Business Program Representations on this small business size standard when certifying its representations and certifications data for this Subcontract. Refer to Subpart 19.1 - Size Standards of the Federal Acquisition Regulation (FAR) for information on calculating annual average gross revenue. ARTICLE 10 - POST-EMPLOYMENT RESTRICTIONS The Subcontractor represents and warrants that none of its employee s, consultants or other agents are subject to any post-employment or other restrictions (i.e. former federal or state government employee) that would place either them personally, the Subcontractor, or LLNS in violation, or possible violation, of such restrictions while performing his or her duties on behalf of LLNS under this Subcontract. If the Subcontractor becomes aware of any such violation, or possible violation, it shall immediately remove that individual from performing his/her assigned duties on b ehalf of LLNS, inform the LLNS Contract Analyst of all relevant and material facts regarding the situation, and propose alternate personnel who are equally qualified to perform the work in question. If no replacement personnel are available or qualified to perform the work in question, LLNS may terminate this Subcontract, as otherwise provided. ARTICLE 11 - DEBARMENT ELIGIBILITY CERTIFICATION By acceptance of this Subcontract, the Subcontractor certifies, to the best of its knowledge and belief, it and its principals are not presently debarred, suspended, proposed for debarment, or declared ineligible for the award of contracts (including subcontracts) by any agency of the Federal Government. ARTICLE 12 - GENERAL PROVISIONS A. The clauses listed in the incorporated GENER AL PROVISIONS shall be applicable to this Subcontract based on the value of the Subcontract, the status of the Subcontractor, and the nature and location of the work as indicated in the GENERAL PROVISIONS. Schedule of Articles Subcontract No. B633442 Page 8 of 8 (DM-815; 01/11/19) B. This Subcontract shall not involve access to c lassified information and/or special nuclear material, or unescorted access to Limited security areas. Accordingly, the clauses listed in the GENERAL PROVISIONS related to such work shall not apply. C. This Subcontract is for the conduct of research, deve lopment, or demonstration (RD&D) work, or design work involving non-standard types of construction. Accordingly, the clauses listed in the GENERAL PROVISIONS related to such work shall apply. The applicable Patent Rights clause of the GENERAL PROVISIONS shall be the clause entitled PATENT RIGHTS-RETENTION BY THE CONTRACTOR. #. By this reference, the following clause is hereby added to the CLAUSES INCORPORATED BY REFERENCE provision of the GENERAL PROVISIONS under the Applicable to All Subcontracts section: FAR 52.204-23 PROHIBITION ON CONTRACTING FOR HARDWARE, SOFTWARE, AND SERVICES DEVELOPED OR PROVIDED BY KASPERSKY LAB AND OTHER COVERED ENTITIES (JUL 2018) #. By this reference, paragraph C. of Clause 13, USE AND RELEASE RESTRICTIONS FOR PROTECTED INFORMATION of the GENERAL PROVISIONS is modified to read as follows: “C. In the event the Subcontractor receives or is exposed to Protected Information in performance of this Purchase Order, the Subcontractor shall: (1) safeguard the Protected Information in accordance wit h the appropriate procedures applicable to the type of Protected Information that are designed to protect against any unauthorized use, publication or disclosure of such information, (2) restrict access to such Protected Information to only those individuals or entities needing such access to perform as required under this Subcontract, (3) refrain from using such Protected Information except for the purposes for which such information was originally disclosed, (4) encrypt any electronic information when at rest in accordance with Federal Information Processing Standard (FIPS) 140-2 Level 1 or higher, (5) provide immediate written notice to the LLNS Contract Analyst in the event of any suspected or confirmed unauthorized use, publication, or disclosure of such Protected Information, and (6) provide assistance with any investigation and mitigation of harm.” (END OF SCHEDULE OF ARTICLES) RECOMMENDATION(S): APPROVE and AUTHORIZE the Employment and Human Services Department Director, or designee, to execute a contract to accept funding from the California Department of Education in an amount not to exceed $27,500 to support pre-kindergarten and family literacy program support services for the term July 1, 2019 through June 30, 2020. FISCAL IMPACT: This agreement is funded 100% by California Department of Education funding and there is no County match required. The State contract number is CPKS 9007; the County contract number is 39-896-12. BACKGROUND: The California Department of Education notified the Department on June 3, 2019 of the 2019-20 funding allocation. This revenue contract will provide support funds for pre-kindergarten and family literacy services to program eligible children and families. CONSEQUENCE OF NEGATIVE ACTION: If not approved, County will not receive funding to operate this early childhood education program. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: CSB (925) 681-6334 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Laura Cassell, Deputy cc: Nelly Ige, Teresita Foster C. 47 To:Board of Supervisors From:Kathy Gallagher, Employment & Human Services Director Date:June 18, 2019 Contra Costa County Subject:2019-20 California Department of Education Prekindergarten and Family Literacy Support Contract CHILDREN'S IMPACT STATEMENT: The Employment and Human Services Department, Community Services Bureau, supports three of the community outcomes established in the Children's Report Card: 1) "Children Ready for and Succeeding in School"; 3) "Families that are Economically Self-sufficient"; and, 4) "Families that are Safe, Stable, and Nurturing" by offering comprehensive services, including high quality childhood education, nutrition, and health services to low-income children throughout Contra Costa County. RECOMMENDATION(S): APPROVE and AUTHORIZE the Employment and Human Services Director, or designee, to execute a contract with the California Department of Education in an amount not to exceed $7,399,833 to provide childcare and development programs (California Work Opportunity and Responsibility to Kids (CalWORKS) Stage 2) for the period July 1, 2019 through June 30, 2020. FISCAL IMPACT: This agreement is 100% funded by the California Department of Education and does not require a County match. State number is C2AP 8009; County number is 29-213-34. BACKGROUND: The Department received notification on June 3, 2019 from California Department of Education for the 2019-20 funding allocation for alternative payment / CalWORKS Stage 2 childcare services. This State program provides funding to reimburse a portion of the childcare costs incurred by CalWORKS Stage 2 participants through their participation in the CalWORKS program. CONSEQUENCE OF NEGATIVE ACTION: If not approved, County will not have funds to operate CalWORKS Stage 2 childcare program. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: CSB (925) 681-6334 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Laura Cassell, Deputy cc: Nelly Ige, Haydee Ilan, Danelyn Razon C. 48 To:Board of Supervisors From:Kathy Gallagher, Employment & Human Services Director Date:June 18, 2019 Contra Costa County Subject:2019-20 California Department of Education CalWORKS Stage 2 Childcare Revenue Contract CHILDREN'S IMPACT STATEMENT: The Employment and Human Services Department's Community Services Bureau supports three of Contra Costa County’s community outcomes - Outcome 1: “Children Ready for and Succeeding in School,” Outcome 3: “Families that are Economically Self-sufficient,” and, Outcome 4: “Families that are Safe, Stable, and Nurturing.” These outcomes are achieved by offering comprehensive services, including high quality early childhood education, nutrition, and health services to low-income children throughout Contra Costa County. RECOMMENDATION(S): APPROVE and AUTHORIZE the Employment and Human Services Department Director, or designee, to execute a revenue agreement in the amount of $3,033,363 from the California Department of Education for alternative payment childcare programs operated by the County, with the term July 1, 2019 through June 30, 2020. FISCAL IMPACT: This agreement is funded by the California Department of Education and no County match is required. The State funding number is CAPP 9010; the County number is 29-212-34. This contract is 68% ($2,053,454) funded by Federal dollars passed through the State Department of Education [CFDA #93.596], and 32% ($979,909) funded by the State. BACKGROUND: The Department was notified by the California Department of Education on June 3, 2019 of the County's 2019-20 allocation for the Alternative Payment childcare services program. The Alternative Payment childcare services program provides funding for program eligible families to receive services. Priority APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: CSB (925) 681-6334 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Laura Cassell, Deputy cc: Nelly Ige, Haydee Ilan, Danelyn Razon C. 49 To:Board of Supervisors From:Kathy Gallagher, Employment & Human Services Director Date:June 18, 2019 Contra Costa County Subject:2019-20 California Department of Education Alternative Payment Childcare Services Revenue Contract BACKGROUND: (CONT'D) is given to families who interface with Child Protective Services, families with children at-risk of abuse and neglect, low-income families, and families with children who have special needs. Approval of this board order will allow the continued provision of these childcare services. CONSEQUENCE OF NEGATIVE ACTION: If not approved, County will not receive funding to operate this childcare program. CHILDREN'S IMPACT STATEMENT: The Employment and Human Services Department Community Services Bureau supports three of Contra Costa County’s community outcomes - Outcome 1: “Children Ready for and Succeeding in School,” Outcome 3: “Families that are Economically Self-sufficient,” and, Outcome 4: “Families that are Safe, Stable, and Nurturing.” These outcomes are achieved by offering comprehensive services, including high quality early childhood education, nutrition, and health services to low-income children throughout Contra Costa County. RECOMMENDATION(S): ADOPT Resolution No. 2019/460 approving and authorizing the Sheriff-Coroner or designee, to apply for and accept reimbursement funding for critical skills training from the California State Parks Division of Boating and Waterways with an initial amount of $20,000 for the period beginning July 1, 2019 through the end of reimbursement funding availability. FISCAL IMPACT: Revenue; 100% State, Initial amount $20,000. No County funding. BACKGROUND: The California State Parks, Division of Boating and Waterways has set aside funding to assist local agencies with Maritime Officer training through the Maritime Law Enforcement Training Center. This Federal assistance is authorized by Chapter 131 of Title 46 of the United States Code for training personnel in skills related to boating safety and to the enforcement of boating safety laws and regulations. Division of Boating and Waterways will reimburse government agencies with federal monies for allowed transportation, lodging, and subsistence expenses incurred by their employees while attending and satisfactorily completing training courses approved by the Division of Boating and Waterways. Funding reimbursement is available until funding sources are exhausted. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Sandra Brown 925-335-1553 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Laura Cassell, Deputy cc: C. 50 To:Board of Supervisors From:David O. Livingston, Sheriff-Coroner Date:June 18, 2019 Contra Costa County Subject:California Division of Boating and Waterways Training CONSEQUENCE OF NEGATIVE ACTION: Negative action on this request will result in the loss of reimbursement funding and/or the loss of training opportunities designed to provide training of Maritime Safety Officers in the Office of the Sheriff. AGENDA ATTACHMENTS Resolution 2019/460 MINUTES ATTACHMENTS Signed Res 2019_460 THE BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY, CALIFORNIA and for Special Districts, Agencies and Authorities Governed by the Board Adopted this Resolution on 06/18/2019 by the following vote: AYE:5 John Gioia Candace Andersen Diane Burgis Karen Mitchoff Federal D. Glover NO: ABSENT: ABSTAIN: RECUSE: Resolution No. 2019/460 IN THE MATTER OF: Applying for and Accepting the FY 2019/2020 California Division of Boating and Waterways Marine Law Enforcement Training Program Reimbursement. WHEREAS,the County of Contra Costa is seeking funds available through the California Division of Boating and Waterways Marine Law Enforcement Training Program Reimbursement. NOW, THEREFORE, BE IT RESOLVED that the Board of Supervisors: Authorizes the Sheriff-Coroner, Undersheriff or the Sheriff's Chief of Management Services, to execute for and on behalf of the County of Contra Costa, a public entity established under the laws of the State of California, any action necessary for the purpose of obtaining financial assistance provided by the State of California for the Marine Law Enforcement Training Program Reimbursement. Contact: Sandra Brown 925-335-1553 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Laura Cassell, Deputy cc: RECOMMENDATION(S): APPROVE and AUTHORIZE the Health Services Director, or designee, to accept a Grant Award #28-637-27 with the U.S. Department of Health and Human Services, Health Resources and Services Administration, to pay the County an amount not to exceed $217,954, for the Ryan White, Part C, HIV Early Intervention Services Program, for the period from May 1, 2019 through April 30, 2020. FISCAL IMPACT: Acceptance of the Grant Award will result in payment to the County up to $217,954 in funding from the U.S. Department of Health and Human Services (Health Resources & Services Administration). No County match required. BACKGROUND: West Contra Costa County has been hard hit by the AIDS epidemic with 25% of those living with AIDS residing in the City of Richmond. Unfortunately, a large percentage of those living with HIV/AIDS are of low income having to rely on Basic Health Care (BHC) for their medical care, or forced to pay for their medical care, because they do not qualify for BHC services. The County’s AIDS Program works closely APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Daniel Peddycord, 925-313-6712 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Laura Cassell, Deputy cc: Marcy Wilhelm C. 51 To:Board of Supervisors From:Anna Roth, Health Services Director Date:June 18, 2019 Contra Costa County Subject:Grant Award #28-637-27 with the U. S. Department of Health and Human Services BACKGROUND: (CONT'D) with other staff in Public Health as well as physicians and medical social workers at Contra Costa Regional Medical Center and Health Centers, community-based partners, and private providers throughout the County to reduce the transmission of HIV, improve access to health care, and to enhance quality of life for those with HIV. Approval of Grant Award #28-637-27 will allow the County’s AIDS Program to continue to receive funding to provide outpatient medical services to low-income HIV positive recipients in West Contra Costa County through April 30, 2020. CONSEQUENCE OF NEGATIVE ACTION: If this grant is not approved, the County will not receive funds to assist the low-income HIV positive recipients in West Contra Costa County with outpatient medical services. RECOMMENDATION(S): APPROVE and AUTHORIZE the Health Services Director, or designee, to execute on behalf of the County, Interagency Agreement #29-816-3 with Martinez Unified School District, a government agency, to pay County an amount not to exceed $92,164, to provide mental health intervention services for certain Special Education students, for the period from July 1, 2019 through June 30, 2020. FISCAL IMPACT: Approval of this interagency agreement will result in a total payment to the County not to exceed $92,164. No County match required. BACKGROUND: Contra Costa Behavioral Health Services Division/Mental Health in collaboration with Seneca Family of Agencies will implement the Martinez Unified School District Counseling Enriched Classrooms to provide mental health services for the seriously emotionally disturbed youth and families who live in Martinez. On October 23, 2018, the Board of Supervisors approved Interagency Agreement #29-816 with Martinez Unified School District for mental health intervention services for certain Special Education students APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Susanne Tavanno, 925-957-5212 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Laura Cassell, Deputy cc: Marcy Wilhelm C. 52 To:Board of Supervisors From:Anna Roth, Health Services Director Date:June 18, 2019 Contra Costa County Subject:Interagency Agreement #29-816-3 with Martinez Unified School District BACKGROUND: (CONT'D) for the period from July 1, 2018 through June 30, 2020. Approval of Interagency Agreement #29-816-3 will allow Agency to continue to pay County to provide mental health intervention services for certain Special Education students through June 30, 2020. CONSEQUENCE OF NEGATIVE ACTION: If this agreement is not approved, County will not receive funding to support mental health intervention services for certain Special Education students. CHILDREN'S IMPACT STATEMENT: This program supports the following three Board of Supervisors’ community outcomes: (1) “Children Ready For and Succeeding in School”; (4) “Families that are Safe, Stable, and Nurturing”; and (5) “Communities that are Safe and Provide a High Quality of Life for Children and Families”. Expected program outcomes include an increase in positive social and emotional development as measured by the Child and Adolescent Functional Assessment Scale. RECOMMENDATION(S): APPROVE and AUTHORIZE the Employment and Human Services Director, or designee, on behalf of the Children and Family Services Bureau, to accept grant funding in an amount not to exceed $97,738 from Seneca Family of Agencies as the lead applicant for U.S. Department of Health and Human Services Administration for Children and Families Community Collaborations to Strengthen Families for the period October 1, 2019 through September 30, 2024. FISCAL IMPACT: County to receive an amount not to exceed $97,738 from Seneca Family of Agencies, as a subrecipient to the U.S. Department of Heath and Human Services, Administration of Children and Families Community Collaborations to Strengthen Families grant over a five year period. Funding is 100% Federal, with no County match. BACKGROUND: The goal of the grant is to support the development, implementation, and evaluation of strategies for strengthening families. These projects will address site-specific barriers in order to reduce the number of unnecessary removals of children from their families. During the project period, grantees will address site-specific barriers and mobilize communities to prevent child maltreatment, reduce entry into the public APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Elaine Burres 608-4960 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Laura Cassell, Deputy cc: C. 53 To:Board of Supervisors From:Kathy Gallagher, Employment & Human Services Director Date:June 18, 2019 Contra Costa County Subject:Seneca Family of Agencies Grant Funding BACKGROUND: (CONT'D) >child welfare system, and enhance the overall well-being outcomes of children and families. The program aims to develop integrated family support systems through a continuum of community-based prevention services that can support families early and strengthen protective factors before formal involvement with the child welfare system is necessary. To this end, Seneca Family of Agencies and Employment and Human Services (EHSD) will provide the following: Services at 4-6 West Contra Costa Unified School District schools where Seneca already provides mental heath and school-wide culture and climate services Provided by 1 FTE coordinator, 2 FTE clinicians, 1 FTE family partner Three tiers of services depending on family need: Tier One (approximately 250 families/year): Resource warm line available to all families at target schools; Parenting classes available to families at target schools; Training and consultation for school staff and teachers around pathways for meeting family need. Tier Two (approximately 50 families/year): Families with needs greater than the warm line will be referred to the Coordinator of Services Team; Protective Factors Survey for families to indentify target areas of need; Parent support groups and workshop series. Tier Three (approximately 40-48 families/year): Case management services for 4-6 months including linkages to resources; home visits; family therapy; parent coaching, flex funds EHSD Children and Family Services Bureau (CFS) will partner with Seneca Family of Agencies and contracted partners to deliver the prevention services outlined in the proposal application to the Department of Health and Human Services. Additional partners may be identified and added as needed. The benefits of the grant include leveraging existing CFS and community partners to address gaps in services for children who are victims of abuse and neglect, supporting the overall well-being outcomes of children and families, including changes in risk and protective factors by using data to inform and align strategies across sectors and address site-specific barriers, and provides a focus on prevention in order for children to remain safely in their homes and avert out-of-home and foster care placements. The Department is aware that the sustainability of program funding beyond the end of the grant term, September 30, 2024, may be a challenge. CONSEQUENCE OF NEGATIVE ACTION: Without funding, Employment and Human Services, Children and Family Services Bureau ,will continue to face an increasing number of entries into the Child Welfare System and in removal from home of children and youth in the West County region. CHILDREN'S IMPACT STATEMENT: This grant will support two of the five community outcomes established in the Children's Report Card: 2) "Children and Youth Healthy and Preparing for Productive Adulthood," and, 4) "Families that are Safe, Stable and Nurturing" by supporting the cohesive family unit. RECOMMENDATION(S): APPROVE and AUTHORIZE the Employment and Human Services Director, or designee, to execute an agreement with the California Department of Education, to pay the County an amount not to exceed $3,734,214 for general childcare and development program services for the period July 1, 2019 through June 30, 2020. FISCAL IMPACT: County is to receive up to $3,734,214, with 35.8% ($1,336,723) coming from Federal funding, and 64.2% ($2,397,491) from State funding (CFDA Nos. 93.596, 93.575). No County match is required. The State contract number is CCTR 9025; County contract number is 39-801-45. BACKGROUND: The County receives funds from the California Department of Education to provide general childcare services to program eligible County residents. The program is operated by the Employment and Human Services Department, Community Services Bureau. Approval of this board order will allow the continued provision of these childcare services. CONSEQUENCE OF NEGATIVE ACTION: If not approved, County will not receive funding to operate the childcare and development program. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: CSB (925) 681-6334 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Laura Cassell, Deputy cc: Nelly Ige, Teresita Foster C. 54 To:Board of Supervisors From:Kathy Gallagher, Employment & Human Services Director Date:June 18, 2019 Contra Costa County Subject:2019-20 California Department of Education General Childcare & Development revenue contract CHILDREN'S IMPACT STATEMENT: The Department of Education General Childcare & Development funding supports three of the community outcomes established in the Children's Report Card: 1) "Children Ready for and Succeeding in School"; 3) "Families that are Economically Self-sufficient"; and, 4) "Families that are Safe, Stable, and Nurturing" by offering comprehensive services, including high quality early childhood education, nutrition, and health services to low-income children throughout Contra Costa County. RECOMMENDATION(S): APPROVE and AUTHORIZE the Employment and Human Services Director, or designee, to accept grant funding in the amount of $50,000 from Dean and Margaret Lesher Foundation to support costs associated with the renovation and relocation of the Community Services Bureau (CSB) Central Kitchen. FISCAL IMPACT: County to receive $50,000 from the Dean and Margaret Lesher Foundation. BACKGROUND: The Community Services Bureau (CSB) Central Kitchen provides over 30,000 meals a month to 16 centers and families in need. CSB has been providing high quality and nutritious food to all CSB Head Start centers from the Central Kitchen “hub” since 1990. The Central Kitchen currently located at the Brookside Center is in urgent need of relocation due to the aging facilities and potential safety concerns. CSB's childcare portion of this facility was closed in June of 2018 and the children and staff were relocated elsewhere, but the kitchen remained on site. CSB has identified an alternate location with the plan to renovate and relocate the CSB Central Kitchen. This board order seeks authorization to accept Lesher Foundation funds to assist with associated relocation costs. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Elaine Bures 608-4960 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Laura Cassell, Deputy cc: C. 55 To:Board of Supervisors From:Kathy Gallagher, Employment & Human Services Director Date:June 18, 2019 Contra Costa County Subject:Dean and Margaret Lesher Foundation Funding CONSEQUENCE OF NEGATIVE ACTION: Without adequate funding, the renovation and relocation of the CSB Central Kitchen may not be completed as designed. RECOMMENDATION(S): APPROVE and AUTHORIZE the Animal Services Director, or designee, to execute a contract with Unconditional Dog, in an amount not to exceed $200,000 to provide animal enrichment services at the Animal Services Department's shelters for the period July 1, 2019 to June 30, 2020. FISCAL IMPACT: This contract is funded 100% by the Animal Benefit Fund (non-General Fund). BACKGROUND: The Animal Services Department is contracting with Unconditional Dog, also known as the "Shelter Enrichment Team" (SET), to determine the behavioral needs of dogs within the shelter, provide program activities to enrich their well-being during their temporary stay with a focus on the “at risk” population of dogs in our care, and to educate staff, volunteers, and the public about ongoing behavioral maintenance needs for the dogs in our care. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Beth Ward, 925-608-8470 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Laura Cassell, Deputy cc: Robert Campbell, Auditor-Controller C. 56 To:Board of Supervisors From:Beth Ward, Animal Services Director Date:June 18, 2019 Contra Costa County Subject:Contract with Unconditional Dog BACKGROUND: (CONT'D) > Unconditional Dog is responsible for providing behavioral assessments, as well as, supporting staff and volunteers in providing enrichment for dogs based on their individual needs, focusing especially on those pets that the volunteer team are unable to handle due to safety concerns or legal restrictions. The goal of these services begin as soon as the dog enters the Contra Costa Animal Services (CCAS) programs, with assessment and the creation of a behavior plan, to maintain or improve the pet's mental, physical, and emotional well-being, to secure more rapid movement towards a positive outcome such as rescue, adoption or the return to their owner.. Working together with medical, volunteer, shelter, transfer partner coordinators, and adoption counselors, Unconditional Dog will address concerns that impact the individual dog's program and successful placement in an appropriate foster or permanent home. Unconditional Dog is responsible for establishing and overseeing the dog foster program to provide temporary housing while improving the target population's mental wellness to promote a successful path for a permanent home. Unconditional Dog endeavors to ensure successful placement following adoption, by working with the adoption counselors, staff, and other volunteers, to ensure they understand the program for each dog as they interact with potential adopters. Unconditional Dog provides classes to share behavioral concepts and positive reinforcement handling techniques to staff, volunteers, and the public. They also provide behavioral information for each dog to adopters via the Chameleon behavior record, as well as access to public training classes, and individual behavior consults when needed. The following narrative addresses the questions and concern brought forward by members of the public regarding the Contra Costa Animal Services (CCAS) Shelter Enrichment Team at the March 12, 2019 Board of Supervisors meeting, during public comments. The primary questions and concerns brought forward at that BOS meeting were: Concerns that the SET contract negatively impacted Bridge Program funding. Questions regarding SET program transparency, how the program is paid for, and how the Department defines success. The concern that the Unconditional Dog contract negatively impacted funding set aside for the Bridge Program is based on a lack of appropriate information. The Bridge Program, which supported the health and behavioral care of animals rescued from CCAS, was terminated due to logistical inefficiencies involving the County‘s financial reimbursement process that caused the program to be unsuccessful. This information was communicated to our rescue partners via email on December 11, 2018. Upon termination, the remaining Bridge Program funds were re-allocated to the Panda Program to help provide extended medical care to animals in our custody BEFORE a transfer partner pulls them. As a County Department, Contra Costa Animal Services (CCAS) strives for transparency at all times. This includes the Shelter Enrichment program. The Department has received, and responded to, multiple detailed records requests over the past year regarding this program. Additionally, the Department has detailed the program on our website, which includes a general description of the program, the initial contract deliverables, the report detailing the year one results of the program, as well as a draft copy of the contract being presented to the board today. In creating the program, Contra Costa Animal Services (CCAS) agreed that success would be defined as demonstrating maintained or improved behavior from the dogs our shelter enrichment team works with, allowing them more opportunities for a positive outcome. The program was designed to provide enrichment, both in and out of kennels, for dogs at our two shelters, in addition to conducting evaluations of dogs’ behavior and providing training for volunteers and the public. When considering what success would look like, the Department did not believe that the program would result in a reduction in length of stay, an increase in adoptions, or a decrease in adoption returns. Our goal was simple: maintain or improve their behavior while awaiting a positive outcome. It is also important to note that our SET program did not apply to our entire dog population – only to the dogs that the Department identified as most at risk of degrading in our care. In FY 18/19, the program was budgeted to cost $300,000, and for FY 19/20, the program is estimated to cost $197,820. This cost reduction is largely due to the program moving into the second phase of the plan. The first phase was similar to the old adage of having someone do the fishing for us. Due to our staffing and volunteer levels, plus the level of training required, it was not realistic for CCAS to have staff and volunteers solely complete this task during phase one. In previous years, the department executed contracts with behavior specialists, at an average cost of $178,000/yr., to perform our behavior assessments. By adding enrichment and training elements to this program for $122,000 more in FY 2018/19, the Department has been able to expand our capacity to help dogs in our care without negatively impacting staff. In fiscal year 19/20, the Department will move into phase two, which will be focused on “teaching us to fish.” Phase two will involve teaching/training staff and volunteers to understand and report canine behavior, while continuing our enrichment program and expanding it to include the development of a foster dog program. It is the goal of the department that, in fiscal year 20/21, staff positions are added to our department to support the enrichment and foster programs, and the contract with Unconditional Dog will not be needed. CONSEQUENCE OF NEGATIVE ACTION: Failure to approve this contract will affect the Department's capacity to provide animal welfare and care to sheltered animals at the Pinole and Martinez shelters. CLERK'S ADDENDUM Speakers:  Dia Goode, Laura Mees., Wendy Wolf. AGENDA ATTACHMENTS MINUTES ATTACHMENTS Correspondence Received RECOMMENDATION(S): APPROVE and AUTHORIZE the Conservation and Development Director, or designee, to execute a contract amendment with Dudek, a corporation, to extend the term from June 30, 2019 through December 31, 2020, and increase the payment limit by $48,785 to a new payment limit of $272,586, to provide continued service to complete the environmental impact report (EIR) for the Byron Airport General Plan Amendment (GPA) and Airport Land Use Compatibility Plan (ALUCP) update in the Byron area. FISCAL IMPACT: The environmental review for the Byron Airport GPA and ALUCP update is 100% funded from the Mariposa Energy Project Community Benefits Fund. BACKGROUND: The Department of Conservation and Development has contracted with Dudek to prepare the EIR for the Byron Airport GPA and ALUCP update. Two significant and unanticipated events occurred in the past year. First, while the draft EIR was being prepared, a potential developer approached the County and proposed adding to the project approximately 11.7 acres adjacent to Byron Airport. Since this land was not included in previous studies supporting the EIR (biology, cultural resources, etc.), supplemental studies APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Will Nelson (925) 674-7791 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Laura Cassell, Deputy cc: C. 57 To:Board of Supervisors From:John Kopchik, Director, Conservation & Development Department Date:June 18, 2019 Contra Costa County Subject:Contract Amendment with Dudek, Inc., to Continue Work on the Byron Airport General Plan Amendment BACKGROUND: (CONT'D) were necessary. Second, Dudek and County staff determined that the amount of anticipated development necessitated preparation of a water supply assessment pursuant to Senate Bill 610. Neither of these occurrences was anticipated in the EIR budget or schedule. Thus, staff recommends that the contract payment limit be increased and the term be extended through December 31, 2020. CONSEQUENCE OF NEGATIVE ACTION: If the contract with Dudek is not amended, then the EIR for the Byron Airport GPA and ALUCP update will not be completed. RECOMMENDATION(S): APPROVE and AUTHORIZE the Chief Engineer, Flood Control and Water Conservation District, or designee, to execute, on behalf of the Contra Costa Clean Water Program, a contract amendment with Anthony Dubin, d/b/a Dubin Environmental Consulting, to extend the term from June 30, 2019 to June 30, 2020 and to update the work rates for the Contractor and its Subcontractors, with no change to the original payment limit, Countywide. Project No. 6X7641 FISCAL IMPACT: The contract is being funded by stormwater utility fee assessments collected by the Cities/Towns and County, proportional to their respective populations. BACKGROUND: The Contra Costa Clean Water Program (the “CCCWP”) consists APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Andrea Bullock 925-313-2194 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Laura Cassell, Deputy cc: C. 58 To:Board of Supervisors From:Brian M. Balbas, Public Works Director/Chief Engineer Date:June 18, 2019 Contra Costa County Subject:Approve a Contract Amendment with Dubin Environmental Consulting BACKGROUND: (CONT'D) of Contra Costa County, its 19 incorporated cities/towns, and the Contra Costa County Flood Control and Water Conservation District (hereinafter referred to collectively as “Permittees”). The CCCWP was established in 1991 through a Program Agreement in response to the 1987 amendments to the federal Clean Water Act (the “CWA), which established a framework for regulating municipal stormwater discharges under the National Pollutant Discharge Elimination System (“NPDES”) Permit Program. The United States Environmental Protection Agency (the “USEPA”) published final rules implementing the 1987 CWA amendments in November 1990. The rules mandate that Permittees obtain and implement stormwater permits designed to reduce and eliminate the discharge of pollutants into and from Municipal Separate Storm Sewer Systems (the “MS4s”) they own and operate. Through the CCCWP, Permittees conduct many of the mandated activities collectively (referred to as “Group Activities”), such as water quality monitoring, special studies, and public education. The roles and responsibilities of the CCCWP and Permittees are outlined in the Program Agreement, which was last updated and adopted by all Permittees in June 2010. The Management Committee has directed that certain requirements of the Joint Municipal NPDES Permits, such as stormwater quality monitoring, special studies, and pilot projects be coordinated and implemented as a Group Activity. Technical and project management services provided by Dubin Environmental Consulting are necessary to assist the CCCWP with compliance of these mandates. There is no proposed change to the Payment Limit. The original contract was adopted by the Board of Supervisors on September 20, 2016. In order to help continue to maintain permit compliance, CCCWP staff, on behalf of the Permittees, respectfully requests this contract amendment with Dubin Environmental Consulting be extended through June 30, 2020. CONSEQUENCE OF NEGATIVE ACTION: This contract is necessary to comply with federal and state stormwater rules. If the contract amendment with Dubin Environmental Consulting is not approved, the CCCWP would not be able to fulfill the permit mandates, and municipalities could be found in non-compliance with the NPDES permits issued by the Water Boards. Fines totaling $10,000 per day and $10 per gallon of stormwater discharge could potentially be imposed. RECOMMENDATION(S): APPROVE and AUTHORIZE the Health Services Director, or designee, to execute on behalf of the County Contract #23-571-5 with BlueTree Network, Inc., a corporation, in an amount not to exceed $1,100,000, to provide consulting, technical support and training to the Health Services Department’s Information Systems Unit, for the period July 1, 2019 through December 31, 2020. FISCAL IMPACT: This Contract is funded 100% by Hospital Enterprise Fund I. (No rate increase) BACKGROUND: On July 11, 2017, the Board of Supervisors approved Contract #23-571-3 (as amended by Amendment Agreement #23-571-4) with BlueTree Network, Inc., for the provision of consulting, technical support and training to the Health Services Information Director on Information Systems, for the period from January 1, 2017 through June 30, 2019. Approval of Contract #23-571-5 will allow the Contractor to continue to provide consulting, technical support and training to the Health Services Information Director through December 31, 2020. BlueTree is providing important assistance with upgrading the hospital billing system, Epic. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Patrick Wilson, 925-335-8777 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Laura Cassell, Deputy cc: C. 59 To:Board of Supervisors From:Anna Roth, Health Services Director Date:June 18, 2019 Contra Costa County Subject:Contract #23-571-5 with BlueTree Network, Inc. CONSEQUENCE OF NEGATIVE ACTION: If this contract is not approved, the Information Systems Unit will not receive consulting, technical support and training from this Contractor. Their assistance is particularly vital for working to upgrade the hospital billing system, Epic. Without this contract it can delay or stall the upgrade of Epic, hurting a major revenue source. RECOMMENDATION(S): APPROVE and AUTHORIZE the Public Works Director, or designee, to execute a contract amendment with Park Engineering, Inc., effective August 31, 2019, to extend the term from August 31, 2019 to August 31, 2020, with no change to the original payment limit of $250,000 for continued on-call municipal services, Countywide. FISCAL IMPACT: 100% Various Public Works Funds BACKGROUND: After a solicitation process, Park Engineering, Inc. was selected as one of three firms to provide municipal services. The contractor will augment the Public Works staff on an as-needed basis. The Board approved the original contract with Park Engineering, Inc. on August 8, 2017, to provide specialty skills, such as installation of irrigation systems, that are not found among Public Works staff. This amendment extending the term will allow us to complete an on-going project that was delayed by lengthy utility coordination. CONSEQUENCE OF NEGATIVE ACTION: APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Carl Roner - (925) 313-2213 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stacey M. Boyd, Deputy cc: Slava Gospodchikov - Engineering Services , Carl Roner- Special Districts, Scott Anderson - Special Districts, Jaemin Park (Park Engineering) C. 60 To:Board of Supervisors From:Brian M. Balbas, Public Works Director/Chief Engineer Date:June 18, 2019 Contra Costa County Subject:Execute a contract amendment with Park Engineering, Inc., effective 08/31/2019, to extend the term date, Countywide. If the contract is not approved, necessary projects in the Special Districts Section may not be completed in a timely manner. RECOMMENDATION(S): APPROVE and AUTHORIZE the Health Services Director, or designee, to execute on behalf of the County Contract #27-456-15 with La Clinica De La Raza, Inc., a non-profit corporation, in an amount not to exceed $3,000,000, to provide primary care and optometry services to Contra Costa Health Plan (CCHP) members, for the period from July 1, 2019 through June 30, 2020. FISCAL IMPACT: This Contract is funded 100% by CCHP Enterprise Fund II. (No Rate Increase) BACKGROUND: On August 7, 2018, the Board of Supervisors approved Contract #27-456-14 with La Clinica De La Raza, Inc., for the provision of primary care and optometry services to CCHP members, for the period from July 1, 2018 through June 30, 2019. Approval of Contract #27-456-15 will allow the Contractor to continue to provide primary care and optometry services to the CCHP members through June 30, 2020. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Sharron Mackey, 925-313-6104 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Laura Cassell, Deputy cc: L Walker, M Wilhelm C. 61 To:Board of Supervisors From:Anna Roth, Health Services Director Date:June 18, 2019 Contra Costa County Subject:Contract #27-456-15 with La Clinica De La Raza, Inc. CONSEQUENCE OF NEGATIVE ACTION: If this contract is not approved, CCHP members will not be provided with certain specialty health care services that are included in the terms of their Individual and Group Health Plan membership contracts with the County. RECOMMENDATION(S): APPROVE and AUTHORIZE the Public Works Director, or designee, to execute a contract amendment with Harris & Associates, Inc., effective August 31, 2019, to extend the term from August 31, 2019 to December 31, 2019, with no change to the original payment limit of $250,000 for continued on-call municipal services, Countywide. FISCAL IMPACT: 100% Various Public Works Funds BACKGROUND: After a solicitation process, Harris and Associates was selected as one of three firms to provide municipal services. The Consultant will augment the Public Works staff on an as-needed basis. The Board approved the original contract with Harris and Associates on August 8, 2017 to provide specialty skills, such as street light design services, that are not found among Public Works staff. This amendment extending the term will allow Public Works to complete a late emerging project. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Carl Roner (925) 313-2213 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stacey M. Boyd, Deputy cc: Slava Gospodchikov - Engineering Services , Carl Roner- Special Districts, Scott Anderson - Special Districts, Harris & Associates, Inc. C. 62 To:Board of Supervisors From:Brian M. Balbas, Public Works Director/Chief Engineer Date:June 18, 2019 Contra Costa County Subject:Execute a contract amendment with Harris & Associates, Inc., effective 08/31/2019, to extend the term date, Countrywide. CONSEQUENCE OF NEGATIVE ACTION: If the contract is not approved, necessary projects in the Special Districts Section may not be completed in a timely manner. RECOMMENDATION(S): APPROVE and AUTHORIZE the Health Services Director, or designee, to execute on behalf of the County Contract Amendment Agreement #74-475-78(2) with Remarkable Marriage and Family Institute, effective February 1, 2019, to amend Contract #74-475-78 [as amended by Amendment Agreement #74-475-78(1)], to increase the payment limit by $168,000, from $273,000 to a new payment limit of $441,000, with no change in the original term of February 1, 2018 through June 30, 2019. FISCAL IMPACT: This contract is funded 50% by Federal Medi-Cal and 50% by State Mental Health Realignment Funds. (No rate increase) BACKGROUND: In January 2018, the County Administrator approved and the Purchasing Services Manager executed Contract #74-475-78 with Remarkable Marriage and Family Institute, for the provision of Medi-Cal specialty mental health services for the period February 1, 2018 through June 30, 2019. On October 23, 2018, the Board of Supervisors approved Amendment Agreement #74-475-78(1), increasing the payment limit for increased utilization. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Matthew White, M.D., 925-957-5201 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Laura Cassell, Deputy cc: L Walker, M Wilhelm C. 63 To:Board of Supervisors From:Anna Roth, Health Services Director Date:June 18, 2019 Contra Costa County Subject:Amendment #74-475-78(2) with Remarkable Marriage and Family Institute BACKGROUND: (CONT'D) At the time of negotiations, the payment limit was based on target levels of utilization. However, the utilization during the term of the Contract was higher than originally anticipated. Approval of Contract Amendment Agreement #74-475-78(2) will allow the Contractor to provide additional mental health services through June 30, 2019. CONSEQUENCE OF NEGATIVE ACTION: If this amendment is not approved, services provided to Contra Costa Mental Health Plan Medi-Cal beneficiaries could be negatively impacted, including access to services, choice of providers, cultural competency, language capacity, geographical locations of service providers, and waiting lists. ATTACHMENTS RECOMMENDATION(S): APPROVE and AUTHORIZE the Health Services Director, or designee, to execute on behalf of the County Contract Amendment #23-648-1 with Vickie Lee Scharr, an individual, effective July 1, 2019, to increase the payment limit by $150,000, from $150,000 to a new payement limit of $300,000, with no change in the term of January 1, 2019 through December 31, 2020, to provide additional consultation, technical support and planning services with regard the West Contra Costa Health Care District (WCCHCD). FISCAL IMPACT: This contract is funded 100% by Hospital Enterprise Fund I. BACKGROUND: On December 4, 2018, the Board of Supervisors approved Contract #23-648 with Vickie Lee Scharr for the provision of consultation, technical support and planning services to the Chief Operating Officer with regard to the transition of the WCCHCD to Contra Costa County, including but not limited to financial planning and operational improvement, for the period from January 1, 2019 through December 31, 2020. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Patrick Godley, 925-957-5405 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Laura Cassell, Deputy cc: L Walker, M Wilhelm C. 64 To:Board of Supervisors From:Anna Roth, Health Services Director Date:June 18, 2019 Contra Costa County Subject:Amendment #23-648-1 with Vickie Lee Scharr BACKGROUND: (CONT'D) Approval of Contract Amendment #23-648-1 will allow the Contractor to provide additional services through December 31, 2020. CONSEQUENCE OF NEGATIVE ACTION: If this contract is not approved, the Health Services Department will not be able to use Contractor’s expertise in the transition of WCCHCD to Contra Costa County. RECOMMENDATION(S): APPROVE and AUTHORIZE the Health Services Director, or designee, to execute on behalf of the County Contract #23-573-5 with the Center for Human Development, a non-profit corporation, in an amount not to exceed $679,935, to provide social need resource linkage, prison and jail reentry support services, and health education and community outreach services to patients and residents of Contra Costa County, for the period July 1, 2019 through June 30, 2020. FISCAL IMPACT: This contract is funded by 30% Medi-Cal Administration Activities and 70% Health Services Ambulatory Care. (No rate increase) BACKGROUND: On June 26, 2018, the Board of Supervisors approved Contract #23-573-4 with Center for Human Development, to provide social need resource linkage, prison and jail reentry support services, health education and community outreach services to patients and residents of Contra Costa County, for the period July 1, 2018 through June 30, 2019. Approval of Contract #23-573-5 will allow the Contractor to continue to provide services through June 30, 2020. This Contract contains modifications to County’s standard indemnification. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Daniel Peddycord, 925-313-6712 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Laura Cassell, Deputy cc: l, M Wilhelm C. 65 To:Board of Supervisors From:Anna Roth, Health Services Director Date:June 18, 2019 Contra Costa County Subject:Contract #23-573-5 with Center for Human Development CONSEQUENCE OF NEGATIVE ACTION: If this contract is not approved, vulnerable patient populations served in the County health centers and who are residents of Contra Costa County will not receive these services from this Contractor. RECOMMENDATION(S): APPROVE and AUTHORIZE the Health Services Director, or designee, to execute on behalf of the County Contract #26-458-26 with AYA Healthcare, Inc., a corporation, in an amount not to exceed $1,500,000 to provide temporary nursing services for Contra Costa Regional Medical Center (CCRMC) and Contra Costa Health Centers for the period from July 1, 2019 through June 30, 2020. FISCAL IMPACT: This Contract is funded 100% by Hospital Enterprise Fund I. (No rate increase) BACKGROUND: On September 11, 2018, the Board of Supervisors approved Contract #26-458-24 (as amended by Extension Agreement #26-458-25) with AYA Healthcare, Inc., to provide temporary nursing services at CCRMC and Contra Costa Health Centers, for the period July 1, 2018 through June 30, 2019. Approval of Contract #26-458-26 will allow the Contractor to continue providing temporary nursing services, to cover during temporary absences and a shortage of nurses in critical areas at CCRMC and Contra Costa Health Centers July 1, 2019 through June 30, 2020. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Jaspreet Benepal, 925-370-5101 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Laura Cassell, Deputy cc: Marcy Wilhelm C. 66 To:Board of Supervisors From:Anna Roth, Health Services Director Date:June 18, 2019 Contra Costa County Subject:Contract #26-458-26 with AYA Healthcare, Inc. CONSEQUENCE OF NEGATIVE ACTION: If this contract is not approved, patients requiring nursing services at CCRMC and Contra Costa Health Centers will not have access to Contractor’s services. RECOMMENDATION(S): APPROVE and AUTHORIZE the County Administrator or designee to execute a contract with Bay Area Legal Aid, in an amount not to exceed $471,000, to provide civil legal services during the period of July 1, 2019 through June 30, 2022, and APPROVE and AUTHORIZE the County Administrator or designee to execute a contract with HealthRIGHT 360, in an amount not to exceed $2,937,000, to provide services for the management and operation of the Central-East County Reentry Network System of Services during the period of July 1, 2019 through June 30, 2022, and APPROVE and AUTHORIZE the County Administrator or designee to execute a contract with Rubicon Programs Inc., in an amount not to exceed $6,849,000, to provide Employment Support and Placement Services countywide during the period of July 1, 2019 through June 30, 2022, and APPROVE and AUTHORIZE the County Administrator or designee to execute a contract with Centerforce in an amount not to exceed $282,000, to provide Family Reunification Services during the period of July 1, 2019 through June 30, 2022, and APPROVE and AUTHORIZE the County Administrator or designee to execute a contract with Men and Women of Purpose, in an amount not to exceed APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Donte Blue, 925-335-1977 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Laura Cassell, Deputy cc: C. 67 To:Board of Supervisors From:David Twa, County Administrator Date:June 18, 2019 Contra Costa County Subject:AB 109 Community Program Contract Award Recommendations for FY 2019/20 through FY 2021/22 RECOMMENDATION(S): (CONT'D) $345,000, to provide Mentoring Services during the period of July 1, 2019 through June 30, 2022, and APPROVE and AUTHORIZE the County Administrator or designee to execute a contract with SHELTER Inc., in an amount not to exceed $2,576,000, to provide Short and Long-Term Housing Services countywide for the AB 109 population, during the period of July 1, 2019 through June 30, 2022, and APPROVE and AUTHORIZE the County Administrator or designee to execute a contract with Lao Family Community Development, in an amount not to exceed $1,290,000, to provide Short and Long-Term Housing Services for the AB 109 population, during the period of July 1, 2019 through June 30, 2022, and APPROVE and AUTHORIZE the County Administrator or designee to execute a contract with Rubicon Programs Inc., in an amount not to exceed $561,335, to provide services for the operation of a West County Reentry Resource center during the period of July 1, 2019 through June 30, 2020. All contracts will be approved as to form by County Counsel prior to their execution. FISCAL IMPACT: The contracts have an aggregate cost of $15,311,335 during FY 2019-2022 and are funded 100% with AB 109 Public Safety Realignment revenue. BACKGROUND: On December 7, 2018, the Community Corrections Partnership (CCP) Executive Committed adopted a FY 2019-20 AB 109 Public Safety Realignment Budget for recommendation to the Board of Supervisors. The Public Protection Committee (PPC) of the Board of Supervisors considered this recommended budget during its January 28, 2019, Special Session and February 4, 2019, meeting. After consideration of the matter, a budget was recommended to the Board of Supervisors that included recommendations to fund the AB 109 Community Programs in the following amounts for FY 2019-20: Employment Support and Placement Services - $2,283,000 Central/East Reentry Network Management and Operation - $979,000 Short and Long Term Housing Access - $1,272,000 Civil Legal Services - $157,000 Family Reunification Services - $94,000 Mentoring Services for West County - $115,000 West County Reentry Resource Center (Reentry Success Center) Operation and Management - $546,335 During the PPC's February 2019 meeting it was further recommended that $50,000 for housing services that was not utilized by a previous contractor be rolled over from FY 2018-19 for FY 2019-20. During this meeting it was further determined that the solicitations would be for three year contracts at the above recommended annual funding levels. (Only services related to the Reentry Success Center would not be put out to bid since there is one renewal period left on that current contract with the contractor Rubicon Programs.) The recommended budget allocations above were subsequently approved by the Board of Supervisors with the approval of the County’s FY 2019-20 Budget on May 7, 2019. PROCUREMENT PROCESS The Office of Reentry and Justice, which is charged with conducting the procurement process for the The Office of Reentry and Justice, which is charged with conducting the procurement process for the AB 109 Community Programs, invited a representative from Probation, the District Attorney, Public Defender, and CCP Community Advisory Board (CAB) to participate on a workgroup that would develop a two-stage solicitation process. This workgroup met in person and by phone on several occaions to discuss the development of all solicitation documents and were provided multiple opportunities to review and comment on document drafts before they were published. Based on recommendations from the CAB, housing and employment services were ultimately integrated into a single solicitation. Stage 1 of the solicitation process consisted of four Requests for Interest (RFI) that sought responses from agencies with interest in providing the services to the County with the following funding amounts over for three fiscal years (a three-year total of $16,004,000): Employment and Housing Services - $10,715,000 Family Reunification and Mentoring - $1,881,000 Central-East Reentry Network - $2,937,000 Civil Legal Services - $471,000 The RFI process began when the solicitations were announce on February 15, 2019, and responses were due from vendors on February 28, 2019. Only agencies that expressed interest in Stage 1 of the process were eligible to participate in Stage 2’s Request for Proposals (RFP). The ORJ received 18 responses to the RFIs with 12 vendors expressing interest in providing Housing or Employment Services and four expressing interest in providing Mentoring or Family Reunification Services. Bay Area Legal Aid was the only vendor that expressed interest in providing the County with Civil Legal Services, and HealthRIGHT 360 was the only one that expressed interest in providing the County with Services for the Reentry Network. Because each of these two agencies have previously provided the solicited services to the County in a satisfactory fashion, the ORJ did not request proposals for either of these two services and recommends that each agency be awarded a contract for the provision of the respective service. All other responders to the RFI were deemed qualified and subsequently invited to participate in Stage 2 of the solicitation process. Stage 2 began when the ORJ announced the beginning of the RFP process to eligible agencies on April 3, 2019. One RFP was distributed for Housing and Employment Services and a second RFP was issued for Mentoring and Family Reunification Services. A mandatory bidder’s conference was held April 9, 2019, and all eligible responders attended. A required Notice of Intent was due on April 19, 2019, and only one eligible agency did not submit a timely notice. All but three of the eligible agencies submitted a timely response package by the due date of May 1, 2019, with two agencies submitting a joint response. There were a total of seven proposals received for Housing and Employment Services (with two proposals for both service areas), and four proposals received for Mentoring and Family Reunification Services (with one proposal for both services). Review Panels were constructed for each RFP with proposal evaluations and interviews occurring the week of May 13, 2019. Panel recommendations for Employment Support and Placement Services were announced on May 15, 2019, and all other Panel recommendations were announced May 17, 2019. RFP REVIEW PANELS The RFP Review Panels were convened by the ORJ and included subject matter experts, representatives of organizations that either work with the reentry population directly or support agencies that do, and people with lived experience of incarceration themselves or family members. Donté Blue, ORJ Deputy Director, facilitated the work of each review panel. The Review Panels utilized a “Consensus Scoring Methodology” for proposal evaluation and rating, and all members were required to return an Impartiality Statement before serving in order to ensure there were no individuals with conflicts of interest. Each Panel made an independent determination of whether to invite any proposers for an interview prior to making its recommendation. The Review Panels invited the top two scoring agencies for interviews in each of the RFP services areas, except for the Employment Support and Placement Services award recommendation that the panel made without an interview, based on scores of the responses. The Review Panel for the Housing and Employment Services RFP responses was as follows: Charles Brown III, Business Services Representative, County Workforce Development Board Katie Kramer, Chief Executive Officer, The Bridging Group Lonnie Tuck, Regional Director, Center for Employment Opportunities Joseph Villarreal, Executive Director, Contra Costa County Housing Authority Denise Zabkiewicz, Research and Evaluation Manager, Office of Reentry and Justice The Panel scored the proposals as follows [countywide services proposed unless otherwise noted]: Short- and Long-Term Housing Access Lao Family Community Development (77.5 pts.)1. SHELTER Inc. (70 pts.)2. Employment Support and Placement Services Contra Costa County Office of Education (84.5 pts.)1. Fast Community Development (81 pts.) [East or Central County services proposed]2. Goodwill Industries (83.5 pts.)3. Lao Family Community Development (77.5 pts.) [West County services proposed]4. Richmond Workforce Development Board (86.5 pts.) [West County services proposed] 5. Rubicon Programs (97.5 pts.)6. SHELTER Inc. (57 pts.)7. The Review Panel for the Mentoring and Family Reunification Services RFP responses was as follows: Dieudonné Brou, Managing Associate, Alameda County Children of Incarcerated Parents Partnership Lara DeLaney, Director, Office of Reentry and Justice Oscar Flores, All of Us or None National Organizer, Legal Services for Prisoners with Children DeVonn Powers, Chief Executive Officer, Humanity Way (Community Advisory Board Member) The Panel scored the proposals as follows: Mentoring Services in West County Men and Women of Purpose (68.5 pts.)1. Rubicon Programs (71.5 pts.)2. Countywide Family Reunification Services Center for Human Development (61.5 pts.)1. Centerforce (74.5 pts.)2. Men and Women of Purpose (54 pts.)3. PANEL RECOMMENDATIONS AND SUMMARIES OF RECOMMENDED PROPOSALS Mentoring and Family Reunification Services Centerforce Panel recommends an award of up to $282,000 for Countywide Family Reunification Services [$282,000 requested] Centerforce has been in operation for over 40 years and provides direct services to more than 400 clients annually to support, educate, and advocate for individuals, families and communities impacted by incarceration. For the past 15 years, Centerforce has provided family reunification services that include parenting classes and case management. In conjunction with Rubicon Programs, Centerforce currently operates a Back to Family program focused on supporting the efforts of parents to reunite with their children and partners. Centerforce staff includes individuals and family members of individuals who are formerly incarcerated, men and women of color, and that speak both English and Spanish. The program will be staffed by a Program Manager and three Parenting Coaches/Case Managers totaling .8 FTE, and will include the administrative support of the ED at .1 FTE. Services will be provide in space provided by Rubicon Programs in each of the County’s three regions. The program is based on the “Parenting Inside Out” curriculum and intends to enroll at least 45 participants for services annually. Within a month of enrollment, program participants will be expected to complete a series of 10 classes dealing with parenting and relationship issues that include the management of stress in relationships, co-parenting, and discipline. Once completed, participants will begin to receive to receive intensive case management services that begin with the development of a Family Reunification Plan. The Plan will identify the need for coaching, mediation, education, and support of pro-social familial interactions. Services provided to participants may also include the provision of in-person and written support for a family court matter, advocacy with Children and Family Services if a child is in the foster care system, and other reunification support as necessary. Centerforce intends to utilize the Level of Service/Case Management Inventory to identify the needs of participants and their risk for recidivism. This tool will be used to target resources at the highest risk participants. The program is designed to enhance the intrinsic motivation of participants to engage with children, partner/spouse, and pro-social community supports. Participants will not only be trained to develop critical communication skills, but also offered the opportunity to engage with family using tickets to local entertainment events (sports, museums, theatre, etc.) provided by the Community Access Ticket Service (CATS). Men and Women of Purpose Panel recommends an award of up to $345,000 for West County Mentoring Services [$345,000 requested] Men and Women of Purpose (MWP) have been in operation since 2011, and provided mentoring services to the County for the past six years. During this time, the organization has met with over 5,400 justice involved individuals 60% of whom are Black men and approximately 10% have been women. They utilize the Insight Prison Project curriculum, and work with individuals both while they are in custody, and upon their release. The program will be operated by a Mentor Manager, three paid Peer Mentors, and an Addiction Specialist for a total of 1.6 FTE. Administrative support from the agency’s CEO, COO, Administrative Assistant, and Data Clerk an additional .95 FTE assisting the program. Three volunteer Peer Mentors will also each provide 8 hrs. a week to the program. MWP will begin working with individuals while they are still incarcerated in a local jail when possible and provide two 90 minute out of custody support groups to program participants each week. Mentoring Services will be provided to 120 program participants annually who will also have access to weekly one-on-one mentoring sessions according to their individual needs plan. Participants will participate in mentoring services for six months. Services are expected to be provided at MWP’s offices and the Reentry Success Center, both in Richmond. During program participation, MWP mentors will be expected to help connect participants to the resources needed to overcome barriers to their reintegration. Panel Comments The panel recognized that MWP scored less than Rubicon Programs, and usually this would suffice in recommending the County fund Rubicon Programs for these services. However, the Panel agreed to recommend the contract for Mentoring Services be awarded to MWP for the following overriding considerations. When looking at the financial information of Rubicon and MWP, the panel believed that terminating the contract with MWP would be a significant financial blow to the agency and could likely be fatal.Because the County indicated that MWP had satisfactorily performed on its current and previous contract for similar services, the panel did not believe that the potential incremental gain in service provision Rubicon might provide outweighed the substantial loss of potentially having one less agency providing services to the local reentry population. Based on the RFP language and scoring Rubric, the Panel believed the County had an express interest in investing in local organizations.While Rubicon is a local agency, the Panel recognized that there is a recommendation pending that would seek to invest more than $2.5 million in AB 109 revenue alone in the agency during FY 2019-20.MWP on the other hand could be labeled as an indigenous agency because it is not only local to Contra Costa but was also founded by County residents.The Panel believed continued investments in such indigenous organizations was consistent with the County’s interests. Lastly, the Panel believed Rubicon’s proposal was well written and worthy of being considered for funding under different circumstances.However, since current funding levels could only support a single award, and the Panel was convinced that recent changes in MWP leadership provided an opportunity to invest this single award in the strategic growth of MWP. The Panel further recommends that in managing the contract for these services, ORJ hold MWP accountable for building its organizational capacity to compete and perform, while also diversifying its revenue sources in a way that will better ensure the agency’s long-term viability. This recommendation is based on the Panel’s belief that MWP can be an increasingly productive partner with some support. Employment and Housing Services Rubicon Programs Panel recommends an award of up to $6,849,000 [$6,848,999 requested] Founded in 1973, Rubicon is a non-profit recognized for its integrated housing, mental health, relapse prevention, legal, financial education and employment services whose participant base includes a significant percentage of individuals with a history of justice involvement. Rubicon has been providing employment services as part of the AB 109 community programs since 2013 and proposes to continue providing a comprehensive suite of employment and career services through its program. Services will be provided in Rubicon service sites in East and West County, and at the Mount Diablo Adult Education Loma Vista site in Central County. The program design targets 200 participants per year (125 in East County, 75 in Central County and 100 in West County). Phase 1 includes: Intake and Assessment, a 50 hour Job Readiness and Financial Literacy Training, Small Group Job Search Support and Digital Literacy Training, Benefits Screening and Application Assistance, and both Subsidized and Transitional Employment. Phase 2 incudes Vocational Assessment and Career Advising, Vocational Skills Training, and Individualized Job Placement and Retention Services. These retention services will be provided for up three years along with job advancement support. The average length of engagement with the program is 15 to 24 months. ELEVATE offers a full range of grant-funded and leveraged employment services and also offers access to other Rubicon services including domestic violence screening and counseling, as well as anger management training by STAND!, GED prep through Liberty Adult Education, and adult basic literacy support through Literacy for Every Adult Program (LEAP). In addition the staffing for the proposal included just over 22 FTEs, leveraging a number of existing staff with about ten new staff to be hired. Total FTEs dedicated to the project: 5.98 FTEs for West County, 6.85 FTEs for Central County, 7.83 FTEs for East County, and 1.55 FTEs in program adminstration roles. SHELTER Inc. Panel recommends an award of up to $2,576,000 for Housing Services [$3,866,000 requested] SHELTER Inc. (SI) has been the County’s contracted provider of AB 109 Housing services since 2013, having provided 518 clients (unduplicated) with housing assistance services. SI has at least 19 years of experience providing services requested in the RFP. SI proposes to offer intensive case management with Sober Living Environments (SLE) used to provide short term housing support, and long-term housing rental assistance. Case management will not only help individuals address their housing barriers, but also access needed behavioral health, legal, and family reunification services. The program is designed to help clients work towards self-sufficiency. SI is proposing a step-down model of subsidized housing support where the program will target covering 100% of housing costs will be paid during the first month, 80% during the second month, 60% in month three, 40% in month four, 20% will be covered in the fifth month, and 10% in the sixth month. Participants will be expected to cover their own housing costs in month seven and beyond, but may be eligible for additional months of subsidized costs in some situations. The program will also provide support for rental assistance, security deposits, and utilities. About 75 individuals will receive housing assistance across the county at the recommended funding levels. Lao Family Community Development (LFCD) Panel recommends an award of up to $1,290,000 [$3,866,000 requested] LFCD has provided services to “hard to reach” groups for almost 40 years. They have recently began to provide Career Technical Education services to the AB 109 population in Alameda County. They are proposing a project they call the My Action Plan 2 Jobs and Housing (MAP 2 JH). This program attempts to build from a housing program they have previously utilized for resettled immigrant refugee populations. MAP 2 JH seeks to leverage Workforce Investment and Opportunities Act funding through its present relationship with America’s Job Centers of California, current and future LFCD real estate holdings, and the agency’s ongoing relationships with landlords and the San Pablo Economic Development Center. The project will provide up to 24 months of long term housing support with beds for at least 14 individuals annually at the recommended funding levels. Initially participant needs will be assessed. This process will include a financial evaluation, health survey, and other screening as appropriate. These early assessments will be used to develop each participants individualized MAP. MAPs will include referrals to established partners to address needs, vocational interests and trainings needed, and a long-term plan to achieve the income needed to maintain independent housing. Services to provided as part of the program include cognitive behavioral training, life skills education, and support with money management and budgeting. Once enrolled in the program, the first three months housing will be full subsidized by LFCD during which time participants will be supported in finding employment. During months 4 – 12 participants will be required to save up to a third of their income in an individual development account, and also pay up to 30% of their income towards their housing costs. Months 13-24 participants will continue to be supported and case managed, but will not have any of their housing costs subsidized. During this time they expect to ensure all residents retain employment and make progress toward the goals identified on their MAP. By month 24 the program expects participants that have adequately progressed through the goals of their MAP to have achieved placement in some form of permanent housing. Panel Comments The panel recognized that LFCD scored had the higher overall score. The two proposed programs are very different with SI’s program based on the utilization of SLEs and LFCD seeking to lease new properties directly. The Panel believes that SI has the greater experience in providing services to this population but seeks to provide LFCD a portion of what they requested to see if models the organization has used with other populations can be adjusted to be successful with the reentry population. Furthermore, the panel sees value in supporting the growth of experience in multiple agencies that provide housing for the reentry population. Because what LFCD is proposing has not yet been proven to be successful with the reentry population, the Panel felt it would not be prudent to award LFCD the entire funding allocation at this time. Instead, the Panel is recommending that LFCD be awarded approximately one-third of the available funding, be directed to either work with Rubicon or leverage other outside funding for employment services, and the success and value of the program be taken into consideration during future funding cycles. In the meantime, the County should award the remainder of the funding allocation to SI to provide housing access services similar to those currently provided. CONSEQUENCE OF NEGATIVE ACTION: Negative action would result in these contracts not being awarded and executed and a disruption of services to the County's reentry population. ATTACHMENTS Attachment A_Recommendation Letters Attachment B_Mentoring and Family Reunification Scores Attachment C_Housing and Employment Scores Attachment A Attachment A Attachment A Center for Human Development Scoring Sheet (100pts. possible) II.1. Agency Overview 4 Agency’s administrative officers are local, and the proposed services align with organization’s mission and history (5 pts.) II.2. Bidder’s Experience 6 Bidder, and bidder's staff, have current or past experiences that are relevant and demonstrate an ability to successfully provide services as proposed. (10 pts.) II.3. Cultural Competency 7 Cultural sensitive programming delivered in clients’ primary language with services relevant to diverse client populations, including gender specific services. (10 pts.) II.4 Program Proposal 23.5 A. Program design is clear, comprehensive, and consistent with goals (10 pts.) (7) B. Use of an evidence-based model with an understanding of RNR principles (10 pts.) (5) C. Outcomes are specific, reasonable, achievable, and challenging (15 pts.) (7) D. Collaboration with other organizations/Coordination (5 pts.) (4.5) II.5 Program Implementation and Oversight 13 A. Action-steps and timeline for implementation are clear, practical, and will likely help the program successfully achieve its stated goals and objectives (10 pts.) (6) B. Program staffing (FTEs, responsibilities, compensation, experience) is reasonable and appropriate, given the program’s design and services to be provided (10 pts.) (7) III.1 Fiscal Management Information 3 Fiscal management information is reasonable. (5 pts.) III.2 Program Budget/Budget Narrative 5 A. Narrative clearly explains cost estimates, calculations, and program elements, and budget is complete with line items are reasonable, cost-effective, and necessary. (7 pts.) (5) B. Matching resources are reasonable and provide sufficient leverage (3 pts.) (0) Total Score: 61.5 pts  Attachment B Centerforce Scoring Sheet (100pts. possible) II.1. Agency Overview 4 Agency’s administrative officers are local, and the proposed services align with organization’s mission and history (5 pts.) II.2. Bidder’s Experience 8 Bidder, and bidder's staff, have current or past experiences that are relevant and demonstrate an ability to successfully provide services as proposed. (10 pts.) II.3. Cultural Competency 7 Cultural sensitive programming delivered in clients’ primary language with services relevant to diverse client populations, including gender specific services. (10 pts.) II.4 Program Proposal 30.5 A. Program design is clear, comprehensive, and consistent with goals (10 pts.) (8) B. Use of an evidence-based model with an understanding of RNR principles (10 pts.) (8) C. Outcomes are specific, reasonable, achievable, and challenging (15 pts.) (10) D. Collaboration with other organizations/Coordination (5 pts.) (4.5) II.5 Program Implementation and Oversight 13 A. Action-steps and timeline for implementation are clear, practical, and will likely help the program successfully achieve its stated goals and objectives (10 pts.) (6) B. Program staffing (FTEs, responsibilities, compensation, experience) is reasonable and appropriate, given the program’s design and services to be provided (10 pts.) (7) III.1 Fiscal Management Information 5 Fiscal management information is reasonable. (5 pts.) III.2 Program Budget/Budget Narrative 7 A. Narrative clearly explains cost estimates, calculations, and program elements, and budget is complete with line items are reasonable, cost-effective, and necessary. (7 pts.) (5.5) B. Matching resources are reasonable and provide sufficient leverage (3 pts.) (1.5) Total Score: 74.5 pts Attachment B Men and Women of Purpose (Family Reunification) Scoring Sheet (100pts. possible) II.1. Agency Overview 4 Agency’s administrative officers are local, and the proposed services align with organization’s mission and history (5 pts.) II.2. Bidder’s Experience 5 Bidder, and bidder's staff, have current or past experiences that are relevant and demonstrate an ability to successfully provide services as proposed. (10 pts.) II.3. Cultural Competency 7 Cultural sensitive programming delivered in clients’ primary language with services relevant to diverse client populations, including gender specific services. (10 pts.) II.4 Program Proposal 21 A. Program design is clear, comprehensive, and consistent with goals (10 pts.) (6) B. Use of an evidence-based model with an understanding of RNR principles (10 pts.) (5) C. Outcomes are specific, reasonable, achievable, and challenging (15 pts.) (6) D. Collaboration with other organizations/Coordination (5 pts.) (4)4 II.5 Program Implementation and Oversight 9 A. Action-steps and timeline for implementation are clear, practical, and will likely help the program successfully achieve its stated goals and objectives (10 pts.) (5) B. Program staffing (FTEs, responsibilities, compensation, experience) is reasonable and appropriate, given the program’s design and services to be provided (10 pts.) (4) III.1 Fiscal Management Information 3 Fiscal management information is reasonable. (5 pts.) III.2 Program Budget/Budget Narrative 5 A. Narrative clearly explains cost estimates, calculations, and program elements, and budget is complete with line items are reasonable, cost-effective, and necessary. (7 pts.) (4) B. Matching resources are reasonable and provide sufficient leverage (3 pts.) (1) Total Score: 54 pts Attachment B Men and Women of Purpose (Mentoring) Scoring Sheet (100pts. possible) II.1. Agency Overview 4 Agency’s administrative officers are local, and the proposed services align with organization’s mission and history (5 pts.) II.2. Bidder’s Experience 9 Bidder, and bidder's staff, have current or past experiences that are relevant and demonstrate an ability to successfully provide services as proposed. (10 pts.) II.3. Cultural Competency 9.5 Cultural sensitive programming delivered in clients’ primary language with services relevant to diverse client populations, including gender specific services. (10 pts.) II.4 Program Proposal 23 A. Program design is clear, comprehensive, and consistent with goals (10 pts.) (6) B. Use of an evidence-based model with an understanding of RNR principles (10 pts.) (5) C. Outcomes are specific, reasonable, achievable, and challenging (15 pts.) (8) D. Collaboration with other organizations/Coordination (5 pts.) (4) II.5 Program Implementation and Oversight 14 A. Action-steps and timeline for implementation are clear, practical, and will likely help the program successfully achieve its stated goals and objectives (10 pts.) (6) B. Program staffing (FTEs, responsibilities, compensation, experience) is reasonable and appropriate, given the program’s design and services to be provided (10 pts.) (8) III.1 Fiscal Management Information 3 Fiscal management information is reasonable. (5 pts.) III.2 Program Budget/Budget Narrative 6 A. Narrative clearly explains cost estimates, calculations, and program elements, and budget is complete with line items are reasonable, cost-effective, and necessary. (7 pts.) (5) B. Matching resources are reasonable and provide sufficient leverage (3 pts.) (1) Total Score: 68.5 pts Attachment B Rubicon Programs (Mentoring) Scoring Sheet (100pts. possible) II.1. Agency Overview 4.5 Agency’s administrative officers are local, and the proposed services align with organization’s mission and history (5 pts.) II.2. Bidder’s Experience 8 Bidder, and bidder's staff, have current or past experiences that are relevant and demonstrate an ability to successfully provide services as proposed. (10 pts.) II.3. Cultural Competency 7.5 Cultural sensitive programming delivered in clients’ primary language with services relevant to diverse client populations, including gender specific services. (10 pts.) II.4 Program Proposal 27 A. Program design is clear, comprehensive, and consistent with goals (10 pts.) (7) B. Use of an evidence-based model with an understanding of RNR principles (10 pts.) (5) C. Outcomes are specific, reasonable, achievable, and challenging (15 pts.) (10) D. Collaboration with other organizations/Coordination (5 pts.) (5) II.5 Program Implementation and Oversight 12.5 A. Action-steps and timeline for implementation are clear, practical, and will likely help the program successfully achieve its stated goals and objectives (10 pts.) (8) B. Program staffing (FTEs, responsibilities, compensation, experience) is reasonable and appropriate, given the program’s design and services to be provided (10 pts.) (4.5) III.1 Fiscal Management Information 5 Fiscal management information is reasonable. (5 pts.) III.2 Program Budget/Budget Narrative 7 A. Narrative clearly explains cost estimates, calculations, and program elements, and budget is complete with line items are reasonable, cost-effective, and necessary. (7 pts.) (5) B. Matching resources are reasonable and provide sufficient leverage (3 pts.) (2) Total Score: 71.5 pts  Attachment B RFP #1903-337 – Employment and Housing Services Contra Costa County Office of Education Scoring Sheet (100pts. possible) II.1. Agency Overview 4.5 Agency’s administrative officers are local, and the proposed services align with organization’s mission and history (5 pts.) II.2. Bidder’s Experience 8.5 Bidder, and bidder's staff, have current or past experiences that are relevant and demonstrate an ability to successfully provide services as proposed. (10 pts.) II.3. Cultural Competency 8 Cultural sensitive programming delivered in clients’ primary language with services relevant to diverse client populations, including gender specific services. (10 pts.) II.4 Program Proposal 33 A. Program design is clear, comprehensive, and consistent with goals (10 pts.) (8) B. Use of an evidence-based model with an understanding of RNR principles (10 pts.) (9) C. Outcomes are specific, reasonable, achievable, and challenging (15 pts.) (11) D. Collaboration with other organizations/Coordination (5 pts.) (5) II.5 Program Implementation and Oversight 16 A. Action-steps and timeline for implementation are clear, practical, and will likely help the program successfully achieve its stated goals and objectives (10 pts.) (8) B. Program staffing (FTEs, responsibilities, compensation, experience) is reasonable and appropriate, given the program’s design and services to be provided (10 pts.) (8) III.1 Fiscal Management Information 5 Fiscal management information is reasonable. (5 pts.) III.2 Program Budget/Budget Narrative 9.5 A. Narrative clearly explains cost estimates, calculations, and program elements, and budget is complete with line items are reasonable, cost-effective, and necessary. (7 pts.) (6.5) B. Matching resources are reasonable and provide sufficient leverage (3 pts.) (3) Total Score: 84.5  Attachment C RFP #1903-337 – Employment and Housing Services Fast Community Development Scoring Sheet (100pts. possible) II.1. Agency Overview 5 Agency’s administrative officers are local, and the proposed services align with organization’s mission and history (5 pts.) II.2. Bidder’s Experience 10 Bidder, and bidder's staff, have current or past experiences that are relevant and demonstrate an ability to successfully provide services as proposed. (10 pts.) II.3. Cultural Competency 7 Cultural sensitive programming delivered in clients’ primary language with services relevant to diverse client populations, including gender specific services. (10 pts.) II.4 Program Proposal 26 A. Program design is clear, comprehensive, and consistent with goals (10 pts.) (7) B. Use of an evidence-based model with an understanding of RNR principles (10 pts.) (4) C. Outcomes are specific, reasonable, achievable, and challenging (15 pts.) (10) D. Collaboration with other organizations/Coordination (5 pts.) (5) II.5 Program Implementation and Oversight 19 A. Action-steps and timeline for implementation are clear, practical, and will likely help the program successfully achieve its stated goals and objectives (10 pts.) (9.5) B. Program staffing (FTEs, responsibilities, compensation, experience) is reasonable and appropriate, given the program’s design and services to be provided (10 pts.) (9.5) III.1 Fiscal Management Information 5 Fiscal management information is reasonable. (5 pts.) III.2 Program Budget/Budget Narrative 9 A. Narrative clearly explains cost estimates, calculations, and program elements, and budget is complete with line items are reasonable, cost-effective, and necessary. (7 pts.) (7) B. Matching resources are reasonable and provide sufficient leverage (3 pts.) (2) Total Score: 81 pts. Attachment C RFP #1903-337 – Employment and Housing Services Goodwill Industries Scoring Sheet (100pts. possible) II.1. Agency Overview 5 Agency’s administrative officers are local, and the proposed services align with organization’s mission and history (5 pts.) II.2. Bidder’s Experience 10 Bidder, and bidder's staff, have current or past experiences that are relevant and demonstrate an ability to successfully provide services as proposed. (10 pts.) II.3. Cultural Competency 8 Cultural sensitive programming delivered in clients’ primary language with services relevant to diverse client populations, including gender specific services. (10 pts.) II.4 Program Proposal 33.5 A. Program design is clear, comprehensive, and consistent with goals (10 pts.) (9) B. Use of an evidence-based model with an understanding of RNR principles (10 pts.) (6.5) C. Outcomes are specific, reasonable, achievable, and challenging (15 pts.) (13) D. Collaboration with other organizations/Coordination (5 pts.) (5) II.5 Program Implementation and Oversight 15 A. Action-steps and timeline for implementation are clear, practical, and will likely help the program successfully achieve its stated goals and objectives (10 pts.) (7) B. Program staffing (FTEs, responsibilities, compensation, experience) is reasonable and appropriate, given the program’s design and services to be provided (10 pts.) (8) III.1 Fiscal Management Information 5 Fiscal management information is reasonable. (5 pts.) III.2 Program Budget/Budget Narrative 7 A. Narrative clearly explains cost estimates, calculations, and program elements, and budget is complete with line items are reasonable, cost-effective, and necessary. (7 pts.) (6) B. Matching resources are reasonable and provide sufficient leverage (3 pts.) (1) Total Score: 83.5 Attachment C RFP #1903-337 – Employment and Housing Services Lao Family Community Development (Employment) Scoring Sheet (100pts. possible) II.1. Agency Overview 5 Agency’s administrative officers are local, and the proposed services align with organization’s mission and history (5 pts.) II.2. Bidder’s Experience 9.5 Bidder, and bidder's staff, have current or past experiences that are relevant and demonstrate an ability to successfully provide services as proposed. (10 pts.) II.3. Cultural Competency 9 Cultural sensitive programming delivered in clients’ primary language with services relevant to diverse client populations, including gender specific services. (10 pts.) II.4 Program Proposal 33 A. Program design is clear, comprehensive, and consistent with goals (10 pts.) (9) B. Use of an evidence-based model with an understanding of RNR principles (10 pts.) (7) C. Outcomes are specific, reasonable, achievable, and challenging (15 pts.) (12) D. Collaboration with other organizations/Coordination (5 pts.) (5) II.5 Program Implementation and Oversight 13 A. Action-steps and timeline for implementation are clear, practical, and will likely help the program successfully achieve its stated goals and objectives (10 pts.) (5) B. Program staffing (FTEs, responsibilities, compensation, experience) is reasonable and appropriate, given the program’s design and services to be provided (10 pts.) (8) III.1 Fiscal Management Information 5 Fiscal management information is reasonable. (5 pts.) III.2 Program Budget/Budget Narrative 7 A. Narrative clearly explains cost estimates, calculations, and program elements, and budget is complete with line items are reasonable, cost-effective, and necessary. (7 pts.) (5) B. Matching resources are reasonable and provide sufficient leverage (3 pts.) (2) Total Score: 81.5 pts.   Attachment C RFP #1903-337 – Employment and Housing Services Lao Family Community Development (Housing) Scoring Sheet (100pts. possible) II.1. Agency Overview 5 Agency’s administrative officers are local, and the proposed services align with organization’s mission and history (5 pts.) II.2. Bidder’s Experience 10 Bidder, and bidder's staff, have current or past experiences that are relevant and demonstrate an ability to successfully provide services as proposed. (10 pts.) II.3. Cultural Competency 9 Cultural sensitive programming delivered in clients’ primary language with services relevant to diverse client populations, including gender specific services. (10 pts.) II.4 Program Proposal 28.5 A. Program design is clear, comprehensive, and consistent with goals (10 pts.) (7) B. Use of an evidence-based model with an understanding of RNR principles (10 pts.) (7) C. Outcomes are specific, reasonable, achievable, and challenging (15 pts.) (9.5) D. Collaboration with other organizations/Coordination (5 pts.) (5) II.5 Program Implementation and Oversight 13 A. Action-steps and timeline for implementation are clear, practical, and will likely help the program successfully achieve its stated goals and objectives (10 pts.) (5) B. Program staffing (FTEs, responsibilities, compensation, experience) is reasonable and appropriate, given the program’s design and services to be provided (10 pts.) (8) III.1 Fiscal Management Information 5 Fiscal management information is reasonable. (5 pts.) III.2 Program Budget/Budget Narrative 7 A. Narrative clearly explains cost estimates, calculations, and program elements, and budget is complete with line items are reasonable, cost-effective, and necessary. (7 pts.) (5) B. Matching resources are reasonable and provide sufficient leverage (3 pts.) (2) Total Score: 77.5 pts.   Attachment C RFP #1903-337 – Employment and Housing Services Rubicon Programs Scoring Sheet (100pts. possible) II.1. Agency Overview 5 Agency’s administrative officers are local, and the proposed services align with organization’s mission and history (5 pts.) II.2. Bidder’s Experience 10 Bidder, and bidder's staff, have current or past experiences that are relevant and demonstrate an ability to successfully provide services as proposed. (10 pts.) II.3. Cultural Competency 10 Cultural sensitive programming delivered in clients’ primary language with services relevant to diverse client populations, including gender specific services. (10 pts.) II.4 Program Proposal 38 A. Program design is clear, comprehensive, and consistent with goals (10 pts.) (9.5) B. Use of an evidence-based model with an understanding of RNR principles (10 pts.) (9.5) C. Outcomes are specific, reasonable, achievable, and challenging (15 pts.) (14) D. Collaboration with other organizations/Coordination (5 pts.) (5) II.5 Program Implementation and Oversight 20 A. Action-steps and timeline for implementation are clear, practical, and will likely help the program successfully achieve its stated goals and objectives (10 pts.) (10) B. Program staffing (FTEs, responsibilities, compensation, experience) is reasonable and appropriate, given the program’s design and services to be provided (10 pts.) (10) III.1 Fiscal Management Information 5 Fiscal management information is reasonable. (5 pts.) III.2 Program Budget/Budget Narrative 9.5 A. Narrative clearly explains cost estimates, calculations, and program elements, and budget is complete with line items are reasonable, cost-effective, and necessary. (7 pts.) (7) B. Matching resources are reasonable and provide sufficient leverage (3 pts.) (2.5) Total Score: 97.5 pts. Attachment C RFP #1903-337 – Employment and Housing Services Richmond Workforce Development Board Scoring Sheet (100pts. possible) II.1. Agency Overview 5 Agency’s administrative officers are local, and the proposed services align with organization’s mission and history (5 pts.) II.2. Bidder’s Experience 9.5 Bidder, and bidder's staff, have current or past experiences that are relevant and demonstrate an ability to successfully provide services as proposed. (10 pts.) II.3. Cultural Competency 9 Cultural sensitive programming delivered in clients’ primary language with services relevant to diverse client populations, including gender specific services. (10 pts.) II.4 Program Proposal 32.5 A. Program design is clear, comprehensive, and consistent with goals (10 pts.) (8) B. Use of an evidence-based model with an understanding of RNR principles (10 pts.) (5) C. Outcomes are specific, reasonable, achievable, and challenging (15 pts.) (14.5) D. Collaboration with other organizations/Coordination (5 pts.) (5) II.5 Program Implementation and Oversight 16 A. Action-steps and timeline for implementation are clear, practical, and will likely help the program successfully achieve its stated goals and objectives (10 pts.) (8) B. Program staffing (FTEs, responsibilities, compensation, experience) is reasonable and appropriate, given the program’s design and services to be provided (10 pts.) (8) III.1 Fiscal Management Information 5 Fiscal management information is reasonable. (5 pts.) III.2 Program Budget/Budget Narrative 9.5 A. Narrative clearly explains cost estimates, calculations, and program elements, and budget is complete with line items are reasonable, cost-effective, and necessary. (7 pts.) (7) B. Matching resources are reasonable and provide sufficient leverage (3 pts.) (2.5) Total Score: 86.5 pts. Attachment C RFP #1903-337 – Employment and Housing Services Shelter Inc. (Employment) Scoring Sheet (100pts. possible) II.1. Agency Overview 3 Agency’s administrative officers are local, and the proposed services align with organization’s mission and history (5 pts.) II.2. Bidder’s Experience 7 Bidder, and bidder's staff, have current or past experiences that are relevant and demonstrate an ability to successfully provide services as proposed. (10 pts.) II.3. Cultural Competency 7 Cultural sensitive programming delivered in clients’ primary language with services relevant to diverse client populations, including gender specific services. (10 pts.) II.4 Program Proposal 21 A. Program design is clear, comprehensive, and consistent with goals (10 pts.) (6) B. Use of an evidence-based model with an understanding of RNR principles (10 pts.) (6) C. Outcomes are specific, reasonable, achievable, and challenging (15 pts.) (7) D. Collaboration with other organizations/Coordination (5 pts.) (2) II.5 Program Implementation and Oversight 10 A. Action-steps and timeline for implementation are clear, practical, and will likely help the program successfully achieve its stated goals and objectives (10 pts.) (5) B. Program staffing (FTEs, responsibilities, compensation, experience) is reasonable and appropriate, given the program’s design and services to be provided (10 pts.) (5) III.1 Fiscal Management Information 5 Fiscal management information is reasonable. (5 pts.) III.2 Program Budget/Budget Narrative 4 A. Narrative clearly explains cost estimates, calculations, and program elements, and budget is complete with line items are reasonable, cost-effective, and necessary. (7 pts.) (4) B. Matching resources are reasonable and provide sufficient leverage (3 pts.) (0) Total Score: 57 pts. Attachment C RFP #1903-337 – Employment and Housing Services Shelter Inc. (Housing) Scoring Sheet (100pts. possible) II.1. Agency Overview 4 Agency’s administrative officers are local, and the proposed services align with organization’s mission and history (5 pts.) II.2. Bidder’s Experience 8 Bidder, and bidder's staff, have current or past experiences that are relevant and demonstrate an ability to successfully provide services as proposed. (10 pts.) II.3. Cultural Competency 9 Cultural sensitive programming delivered in clients’ primary language with services relevant to diverse client populations, including gender specific services. (10 pts.) II.4 Program Proposal 22 A. Program design is clear, comprehensive, and consistent with goals (10 pts.) (6) B. Use of an evidence-based model with an understanding of RNR principles (10 pts.) (6) C. Outcomes are specific, reasonable, achievable, and challenging (15 pts.) (7) D. Collaboration with other organizations/Coordination (5 pts.) (3) II.5 Program Implementation and Oversight 17 A. Action-steps and timeline for implementation are clear, practical, and will likely help the program successfully achieve its stated goals and objectives (10 pts.) (7) B. Program staffing (FTEs, responsibilities, compensation, experience) is reasonable and appropriate, given the program’s design and services to be provided (10 pts.) (10) III.1 Fiscal Management Information 5 Fiscal management information is reasonable. (5 pts.) III.2 Program Budget/Budget Narrative 5 A. Narrative clearly explains cost estimates, calculations, and program elements, and budget is complete with line items are reasonable, cost-effective, and necessary. (7 pts.) (5) B. Matching resources are reasonable and provide sufficient leverage (3 pts.) (0) Total Score: 70 pts. Attachment C RECOMMENDATION(S): APPROVE and AUTHORIZE the Health Services Director, or designee, to execute on behalf of the County Novation Contract #72-039-9 with West Contra Costa County Meals on Wheels, a non-profit corporation, in an amount not to exceed $84,542, including modified indemnification language, to provide home-delivered meals for the Senior Nutrition Program for the period from July 1, 2019 through June 30, 2020, which includes a three-month automatic extension through September 30, 2020, in an amount not to exceed $21,136. FISCAL IMPACT: This contract is funded 100% Title III-C 2 of the Older Americans Act of funds. (No rate increase) BACKGROUND: This contract meets the social needs of County’s population by providing home-delivered meals on 250 serving days, to an average of 550 nutritionally at-risk, homebound senior citizens and an average of 10 County residents living with HIV/AIDS, to ensure they receive at least one third of their daily nutritional requirements. On May 22, 2018, the Board of Supervisors approved Contract #72-039-7 (as amended by Amendment APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Dan Peddycord, 925-313-6712 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Laura Cassell, Deputy cc: C. 68 To:Board of Supervisors From:Anna Roth, Health Services Director Date:June 18, 2019 Contra Costa County Subject:Novation Contract #72-039-9 with West Contra Costa County Meals on Wheels BACKGROUND: (CONT'D) Agreement #72-039-8) with West Contra Costa County Meals on Wheels for the provision of home-delivered meals for the Senior Nutrition Program, for the period July 1, 2018 through June 30, 2019, which included a three month automation extension period through September 30, 2019 for the provision of home-delivered meals for the Senior Nutrition Program. Approval of this Novation Contract #72-039-9 replaces the automatic extension under the prior contract allowing the Contractor to continue to provide home-delivered meals for the Senior Nutrition Program through June 30, 2020. This contract includes modifications to County’s Standard Indemnification clause. CONSEQUENCE OF NEGATIVE ACTION: If this contract is not approved, West County’s homebound senior citizens and HIV/AIDS patients will not receive meals which provide at least one third of their daily nutrition. RECOMMENDATION(S): APPROVE and AUTHORIZE the Health Services Director, or designee, to execute on behalf of County Contract #27-975-2 with George James Counelis, M.D., Inc. (dba Bay Area Neurosciences), a corporation, in an amount not to exceed $300,000, to provide neurosurgery services to Contra Costa Health Plan (CCHP) members, for the period from June 1, 2019 through May 31, 2021. FISCAL IMPACT: This contract is funded 100% by Contra Costa Health Plan Enterprise Fund II. BACKGROUND: On May 23, 2017, the Board of Supervisors approved Contract #27-975-1 with George Counelis, M.D., Inc. (dba Bay Area Neurosciences) for the provision of neurosurgery services for Contra Costa Health Plan members, for the period from June 1, 2017 through May 31, 2019. Approval of Contract #27-975-2 will allow the Contractor to continue providing neurosurgery services through May 31, 2021. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Sharron Mackay 925-313-6004 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Laura Cassell, Deputy cc: A Floyd , M Wilhelm C. 69 To:Board of Supervisors From:Anna Roth, Health Services Director Date:June 18, 2019 Contra Costa County Subject:Contract #27-975-2 with George James Counelis, M.D., Inc. (DBA Bay Area Neurosciences) CONSEQUENCE OF NEGATIVE ACTION: If this contract is not approved, certain specialized health care services for CCHP members, under the terms of their Individual and Group Health Plan membership contracts with the County, will not be provided. RECOMMENDATION(S): APPROVE and AUTHORIZE the Health Services Director, or designee, to execute on behalf of County Contract #27-911-3 with Express Medicine Urgent Care, Inc., a corporation, in an amount not to exceed $600,000, to provide primary care services to Contra Costa Health Plan (CCHP) members and County recipients, for the period from June 1, 2019 through May 31, 2021. FISCAL IMPACT: This contract is funded 100% by CCHP Enterprise Fund II. (No rate increase) BACKGROUND: On May 23, 2017, the Board of Supervisors approved Contract #27-911-2 with Express Medicine Urgent Care, Inc., for the provision of primary care services to CCHP members and County recipients, for the period from June 1, 2017 through May 31, 2019. Approval of Contract #27-911-3 will allow Contractor to continue providing primary care services to CCHP members and County recipients through May 31, 2021. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Sharron Mackey, 925-313-6104 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Laura Cassell, Deputy cc: A Floyd, M Wilhelm C. 70 To:Board of Supervisors From:Anna Roth, Health Services Director Date:June 18, 2019 Contra Costa County Subject:Contract #27-911-3 with Express Medicine Urgent Care, Inc. CONSEQUENCE OF NEGATIVE ACTION: If this contract is not approved, Contra Costa Health Plan members and county recipients would not have access to Contractor’s services, which may result in a reduction in the overall levels of health care services to the community. RECOMMENDATION(S): APPROVE and AUTHORIZE the Health Services Director, or designee, to execute on behalf of County Contract #27-272-12 with East Bay Retina Consultants, A Medical Group, Inc., a corporation, in an amount not to exceed $750,000, to provide ophthalmology and retina surgery services to Contra Costa Health Plan (CCHP) members, for the period from June 1, 2019 through May 31, 2021. FISCAL IMPACT: This contract is funded 100% by CCHP Enterprise Fund II. (No rate increase) BACKGROUND: On May 23 2017, the Board of Supervisors approved Contract #27-272-11 with East Bay Retina Consultants, A Medical Group, Inc., to provide ophthalmology and retina surgery services to CCHP members for the period from June 1, 2017 through May 31, 2019. Approval of Contract #27-272-12 will allow the Contractor to continue to provide ophthalmology and retina surgery services through May 31, 2021. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Sharron Mackey, 925-313-6104 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Laura Cassell, Deputy cc: A Floyd , M Wilhelm C. 71 To:Board of Supervisors From:Anna Roth, Health Services Director Date:June 18, 2019 Contra Costa County Subject:Contract #27-272-12 with East Bay Retina Consultants, A Medical Group, Inc. CONSEQUENCE OF NEGATIVE ACTION: If this contract is not approved, certain specialized health care services for CCHP members, under the terms of their Individual and Group Health Plan membership contracts with the County, will not be provided. RECOMMENDATION(S): APPROVE and AUTHORIZE the Health Services Director, or designee, to execute Contract #76-588-3 with Cross Country Staffing, Inc., a corporation, in an amount not to exceed $2,700,000, including changes to the County Standard Indemnification clause, to provide temporary medical staffing services at Contra Costa Regional Medical Center (CCRMC) and Contra Costa Health Centers for the period from July 1, 2019 through June 30, 2020. FISCAL IMPACT: This Contract is funded 100% by Hospital Enterprise Fund I. (Rate increase) BACKGROUND: On August 7, 2018, the Board of Supervisors approved Contract #76-588-2 with Cross Country Staffing, Inc., to provide temporary medical staffing services including licensed vocational nursing, Sexual Assault Vocational Nurse Examiner (SANE), clinical laboratory scientist, certified medical assistant and other ancillary classifications at CCRMC and Contra Costa Health Centers for the period from July 1, 2018 through June 30, 2019. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Jaspreet Benepal, 925-370-5100 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Laura Cassell, Deputy cc: L Walker, M Wilhelm C. 72 To:Board of Supervisors From:Anna Roth, Health Services Director Date:June 18, 2019 Contra Costa County Subject:Contract #76-588-3 with Cross Country Staffing, Inc. BACKGROUND: (CONT'D) Approval of Contract #76-588-3 will allow Contractor to provide temporary medical staffing services at CCRMC and Contra Costa Health Centers through June 30, 2020. This contract includes modifications to the General Conditions, Paragraph 18. (Indemnification). CONSEQUENCE OF NEGATIVE ACTION: If this contract is not approved, patients at CCRMC and Contra Costa Health Centers will not have access to Contractor’s services. RECOMMENDATION(S): APPROVE and AUTHORIZE the Health Services Director, or designee, to execute on behalf of County Contract #77-078-1 with Diablo Pulmonary Medical Group, Inc., a corporation, in an amount not to exceed $200,000, to provide pulmonary services for Contra Costa Health Plan (CCHP) members, for the period June 1, 2019 through May 31, 2021. FISCAL IMPACT: This contract is funded 100% by CCHP Enterprise Fund II. (No rate increase) BACKGROUND: In May 2017, the County Administrator approved and the Purchasing Services Manager executed Contract #77-078 with Diablo Pulmonary Medical Group, Inc. to provide pulmonary services to CCHP members for the period from June 1, 2017 through May 31, 2019. Approval of Contract #77-078-1 will allow Contractor to continue providing pulmonary services to CCHP members through May 31, 2021. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Sharron Mackey, 925-313-6104 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Laura Cassell, Deputy cc: A Floyd , M Wilhelm C. 73 To:Board of Supervisors From:Anna Roth, Health Services Director Date:June 18, 2019 Contra Costa County Subject:Contract #77-078-1 with Diablo Pulmonary Medical Group, Inc. CONSEQUENCE OF NEGATIVE ACTION: If this contract is not approved, certain specialized health care services for CCHP members, under the terms of their Individual and Group Health Plan membership contracts with the County, will not be provided. RECOMMENDATION(S): APPROVE and AUTHORIZE the Health Services Director, or designee, to execute on behalf of the County Contract #76-644 with Steris Corporation, a corporation, in an amount not to exceed $262,212, to provide repair and maintenance of infection prevention equipment for Contra Costa Regional Medical Center (CCRMC) and Health Center, for the period from June 1, 2019 through May 31, 2021. FISCAL IMPACT: This contract is funded 100% by Hospital Enterprise Fund I. BACKGROUND: Under Contract #76-644 the Contractor will provide repair and maintenance services for infection prevention equipment at CCRMC and Health Centers for the period from June 1, 2019 through May 31, 2021. CONSEQUENCE OF NEGATIVE ACTION: If this contract is not approved, CCHP members and county recipients would not have access to the Contractor's services, which may result in a reduction in the overall levels of health care service to the community. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Jaspreet Benepal, 925-370-5501 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Laura Cassell, Deputy cc: A Floyd, M Wilhelm C. 74 To:Board of Supervisors From:Anna Roth, Health Services Director Date:June 18, 2019 Contra Costa County Subject:Contract #76-644 with Steris Corporation RECOMMENDATION(S): APPROVE and AUTHORIZE the Health Services Director, or designee, to execute on behalf of County Contract #76-583-4 with Agiliti Health, Inc., a corporation, in an amount not to exceed $321,588, to provide preventive maintenance and repair services on biomedical equipment and systems at Contra Costa Regional Medical Center (CCRMC) and Health Centers for the period June 1, 2019 through May 31, 2020. FISCAL IMPACT: This contract is funded 100% by Hospital Enterprise Fund I. BACKGROUND: On May 8, 2018 the Board of Supervisors approved Contract #76-583-2 (amended by Contract Amendment Agreement #76-583-3) with Agiliti Health, Inc. (formally known as Universal Hospital Services, Inc.), to provide preventive maintenance and repair services on various biomedical equipment and systems at CCRMC for the period June 1, 2018 through May 31, 2019. Approval of Contract #76-583-4 will allow the Contractor to continue to provide maintenance and repair services through May 31, 2020. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Jaspreet Benepal, 925-370-5501 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Laura Cassell, Deputy cc: A Floyd , M Wilhelm C. 75 To:Board of Supervisors From:Anna Roth, Health Services Director Date:June 18, 2019 Contra Costa County Subject:Contract #76-583-4 with Agiliti Health, Inc. CONSEQUENCE OF NEGATIVE ACTION: If this contract is not approved, County will not have repair and preventative maintenance services provided by the Contractor for important biomedical equipment and systems. RECOMMENDATION(S): APPROVE and AUTHORIZE the Purchasing Agent, or designee, to execute on behalf of the Public Works Director, a purchase order with Supplyworks in an amount not to exceed $2,000,000 for custodial and hardware supplies for the period July 1, 2019 through June 30, 2021, Countywide. FISCAL IMPACT: This cost is to be funded through Public Works Facilities Services Custodial budget. (100% General Fund) BACKGROUND: Public Works Materials Management is responsible for the purchase of custodial supplies at most County facilities, with the exception of the hospital and detention facilities. This request for a purchase order is being piggybacked to US Communities RFP # 12-22 as bid by Fresno Unified School District. This agreement provides a savings to the County 4% below the previous agreement on paper, chemical and liner type items that are regularly used. To complete the two-year term Public Works is requesting a purchase order for $2,000,000. CONSEQUENCE OF NEGATIVE ACTION: If the purchase order is not approved, then purchasing custodial supplies through Supply Works will discontinue. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Ted Lavelle 925-313-7077 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Laura Cassell, Deputy cc: C. 76 To:Board of Supervisors From:Brian M. Balbas, Public Works Director/Chief Engineer Date:June 18, 2019 Contra Costa County Subject:APPROVE a Purchase Order for Supplyworks RECOMMENDATION(S): APPROVE and AUTHORIZE the Health Services Director, or designee, to execute on behalf of the County Novation Contract #22-940-20 with Public Health Foundation Enterprises, Inc., a non-profit corporation, in an amount not to exceed $210,404, to provide coordination and support services to County’s Senior Nutrition Program for the period from July 1, 2019 through June 30, 2020, including a three-month automatic extension through September 30, 2020, in an amount not to exceed $52,601. FISCAL IMPACT: This contract is funded 15% Federal Title III-C (1) of the Older Americans Act of 1965, and 85% Federal Title III-C (2) of the Older Americans Act of 1965, through the Employment and Human Services Department. (No rate increase) BACKGROUND: This contract meets the social needs of County’s population by providing management and staffing for the County’s Senior Nutrition Program in East Contra Costa County, providing assistance in fundraising APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Daniel Peddycord, 925-313-6712 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Laura Cassell, Deputy cc: F Carroll, M Wilhelm C. 77 To:Board of Supervisors From:Anna Roth, Health Services Director Date:June 18, 2019 Contra Costa County Subject:Novation Contract #22-940-20 with Public Health Foundation Enterprises, Inc. BACKGROUND: (CONT'D) efforts in the private sector, and purchasing meals for homebound elders through the Countywide Meals on Wheels program. On June 26, 2018, the Board of Supervisors approved Novation Contract #22-940-19 with Public Health Foundation Enterprises, Inc., for the period from July 1, 2018 through June 30, 2019, which included a three-month automatic extension through September 30, 2019, for coordination, supervision, and support to County’s Senior Nutrition Program. Approval of Novation Contract #22-940-20 replaces the automatic extension under the prior contract and allows the Contractor to continue providing services through June 30, 2020. CONSEQUENCE OF NEGATIVE ACTION: If this contract is not approved, County’s senior citizens who rely on the Senior Nutrition Program for meals will not receive those meals. RECOMMENDATION(S): APPROVE and AUTHORIZE the Health Services Director, or designee, to execute on behalf of the County Contract Amendment Agreement #23-455–15 with Atos Digital Healthcare Solutions, Inc., effective May 1, 2019, to amend Contract #23-455-14 to increase the payment limit by $160,000, from $728,000 to a new payment limit of $888,000, with no change in the original term of July 1, 2018 through June 30, 2019. FISCAL IMPACT: This contract amendment will be fully funded by Hospital Enterprise Fund I revenues. (No rate increase) BACKGROUND: On July 24, 2018, the Board of Supervisors approved Contract #23–455-14 with Atos Digital Healthcare Solutions, Inc., for the provision of professional consultation and technical support to the Department’s Health Services Information System with regard to Electronic Health Records program, for the period from July 1, 2018 through June 30, 2019. This contract includes mutual indemnification to hold harmless both parties for any claims arising out of the performance of this contract. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Patrick Wilson, 925-335-8700 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Laura Cassell, Deputy cc: Marcy Wilhelm C. 78 To:Board of Supervisors From:Anna Roth, Health Services Director Date:June 18, 2019 Contra Costa County Subject:Amendment #23–455–15 with Atos Digital Healthcare Solutions, Inc. BACKGROUND: (CONT'D) Approval of Amendment Agreement #23–455–15 will allow the Contractor to provide additional consultation and technical support to the Department’s Health Services Information System with regard to Electronic Health Records program, through June 30, 2019. CONSEQUENCE OF NEGATIVE ACTION: If this amendment is not approved, Contractor will not be able to provide additional professional consultation and technical support services needed. RECOMMENDATION(S): APPROVE and AUTHORIZE the Health Services Director, or designee, to execute on behalf of the County, contract #27-351-6 with Pittsburg Antioch Medical Group, APC (dba Springhill Medical Group), a corporation, in an amount not to exceed $4,000,000 to provide primary care, cardiology, neurology, pulmonary and endocrinology services for Contra Costa Health Plan (CCHP) members for the period July 1, 2019 through June 30, 2021. FISCAL IMPACT: This contract will be fully funded by CCHP Enterprise Fund II revenues. (No rate increase) BACKGROUND: The Contra Costa Health Plan has an obligation to provide certain specialized health care services for its members under the terms of their Individual and Group Health Plan membership contracts with the County. On July 18, 2017, the Board of Supervisors approved Contract #27-351-5 with Pittsburg Antioch Medical Group, APC (dba Springhill Medical Group) for the period from July 1, 2017 through June 30, 2019 for the provision of primary care, cardiology, neurology, pulmonary and endocrinology services. Approval of Contract #27-351-6 will allow Contractor to continue providing services through June 30, 2021. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Sharron Mackey, 925-313-6104 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Laura Cassell, Deputy cc: L Walker, M Wilhelm C. 79 To:Board of Supervisors From:Anna Roth, Health Services Director Date:June 18, 2019 Contra Costa County Subject:Contract #27-351-6 with Pittsburg Antioch Medical Group, APC (dba Springhill Medical Group) CONSEQUENCE OF NEGATIVE ACTION: If this contract is not approved, certain specialized health care services for CCHP members, under the terms of their Individual and Group Health Plan membership contracts with the County, will not be provided. RECOMMENDATION(S): APPROVE and AUTHORIZE the Health Services Director, or designee, to execute on behalf of the County Contract #27-252-7 with Bruce R. Carlton, M.D., Inc., a corporation, in an amount not to exceed $350,000, to provide dermatology services for Contra Costa Health Plan (CCHP) members for the period from July 1, 2019 through June 30, 2021. FISCAL IMPACT: This contract is funded 100% by CCHP Enterprise Fund II. (No rate increase) BACKGROUND: On July 18, 2017, the Board of Supervisors approved Contract #27-252-6 with Bruce R. Carlton, M.D., Inc. to provide dermatology services to CCHP members for the period from July 1, 2017 through June 30, 2019. Approval of Contract #27-252-7 will allow the Contractor to continue to provide dermatology services through June 30, 2021. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Sharron Mackey, 925-313-6104 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Laura Cassell, Deputy cc: L Walker, M Wilhelm C. 80 To:Board of Supervisors From:Anna Roth, Health Services Director Date:June 18, 2019 Contra Costa County Subject:Contract #27-252-7 with Bruce R. Carlton, M.D., Inc. CONSEQUENCE OF NEGATIVE ACTION: If this contract is not approved, CCHP members will not be provided certain specialized health care services included under the terms of their Individual and Group Health Plan membership contracts with the County. RECOMMENDATION(S): APPROVE and AUTHORIZE the Health Services Director, or designee, to execute on behalf of County Contract #27-942-2 with Joel C. Ross, M.D., Inc., a corporation, in an amount not to exceed $200,000, for the provision of otolaryngology services for Contra Costa Health Plan (CCHP) members, for the period from July 1, 2019 through June 30, 2021. FISCAL IMPACT: This contract will be fully funded by CCHP Enterprise Fund II. BACKGROUND: In August 2016, the County Administrator approved and the Purchasing Serivces Manager executed Contract #27-942-1 with Joel C. Ross, M.D., Inc. for the provision of otolaryngology services for CCHP members, for the period from July 1, 2016 through June 30, 2019. Approval of Contract #27-942-2 will allow the Contractor to continue providing otolaryngology services through June 30, 2021. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Sharron Mackey, 925-313-6104 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Laura Cassell, Deputy cc: L Walker, M Wilhelm C. 81 To:Board of Supervisors From:Anna Roth, Health Services Director Date:June 18, 2019 Contra Costa County Subject:Contract #27-942-2 with Joel C. Ross, M.D., Inc. CONSEQUENCE OF NEGATIVE ACTION: If this contract is not approved, certain specialized health care services for CCHP members, under the terms of their Individual and Group Health Plan membership contracts with the County, will not be provided. RECOMMENDATION(S): APPROVE and AUTHORIZE the Public Works Director, or designee, to execute a contract with Otis Elevator Company, in an amount not to exceed $550,000 for elevator maintenance and repair services, for the period June 18, 2019 through June 17, 2022. Countywide. FISCAL IMPACT: This cost is to be funded through Facilities Services maintenance budget. (100% General Fund) BACKGROUND: Facilities Services maintains all County facility elevators. Facilities uses the original factory manufacturer for repair, service and parts for these units. Several of the elevators now in service at County facilities are under the Otis Elevator Company. Facilities Services is requesting a contract be put in place for this maintenance and repair service. CONSEQUENCE OF NEGATIVE ACTION: If this contract is not approved, services on Otis brand elevators will be discontinued. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Ted Lavelle 925-313-7077 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Laura Cassell, Deputy cc: C. 82 To:Board of Supervisors From:Brian M. Balbas, Public Works Director/Chief Engineer Date:June 18, 2019 Contra Costa County Subject:APPROVE a contract with Otis Elevator Company RECOMMENDATION(S): APPROVE and AUTHORIZE the Health Services Director, or designee, to execute on behalf of the County Contract #76-586-3 with SHC Services, Inc. (dba Supplemental Health Care), a corporation, in an amount not to exceed $1,500,000, to provide temporary medical staffing services at Contra Costa Regional Medical Center (CCRMC) and the Detention Facility for the period April 1, 2019 through June 30, 2020. FISCAL IMPACT: This contract is funded 100% by Hospital Enterprise Fund I. (No rate increase) BACKGROUND: On August 7, 2018, the Board of Supervisors approved Contract #76-586-1 (as amended by Amendment Agreement #76-586-2) with SHC Services, Inc. (dba Supplemental Health Care) to provide temporary medical staff including licensed vocational nursing, physical therapists, certified medical assistants, and other ancillary classifications at CCRMC and Detention Facility for the period April 1, 2018 through March 31, 2019. Approval of Contract #76-586-3 will allow Contractor to continue providing temporary medical staff at CCRMC and the Detention Facility through June 30, 2020. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Jaspreet Benepal, 925-370-5741 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Laura Cassell, Deputy cc: Marcy Wilhelm C. 83 To:Board of Supervisors From:Anna Roth, Health Services Director Date:June 18, 2019 Contra Costa County Subject:Contract #76-586-3 with SHC Services, Inc. (dba Supplemental Health Care) CONSEQUENCE OF NEGATIVE ACTION: If this contract is not approved, patients requiring medical services at CCRMC and the Detention Facility will not have access to Contractor’s services. RECOMMENDATION(S): APPROVE and AUTHORIZE the Health Services Director, or designee, to execute on behalf of the County Contract #76-584-2 with All Health Services, Corporation, in an amount not to exceed $1,200,000, to provide temporary medical staffing services at the Contra Costa Regional Medical Center (CCRMC), Contra Costa Health Centers and Detention Facilities for the period from May 1, 2019 through June 30, 2020. FISCAL IMPACT: This contract is funded 100% by Hospital Enterprise Fund I. (Rate increase) BACKGROUND: On August 7, 2018, the Board of Supervisors approved Contract #76-584-1 with All Health Services, Corporation to provide temporary medical staffing services at CCRMC, Contra Costa Health Centers and Detention Facilities, for the period May 1, 2017 through April 30, 2018. Approval of Contract #76-584-2 will allow Contractor to continue to provide temporary medical staffing services at CCRMC, Contra Costa Health Services and Detention Facilities through June 30, 2020. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Jaspreet Benepal, 925-370-5741 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Laura Cassell, Deputy cc: Marcy Wilhelm C. 84 To:Board of Supervisors From:Anna Roth, Health Services Director Date:June 18, 2019 Contra Costa County Subject:Contract #76-584-2 with All Health Services, Corporation CONSEQUENCE OF NEGATIVE ACTION: If this contract is not approved, the Department will not have appropriate clinical/medical staff at CCRMC, Contra Costa Health Centers, and Detention Facilities to cover during temporary staff absences, vacations and vacancies. RECOMMENDATION(S): APPROVE and AUTHORIZE the Health Services Director, or designee, to execute on behalf of the County Contract Amendment Agreement #24–794–12(8) with BHC Fremont Hospital, Inc., a corporation, effective May 1, 2019, to amend Contract #24-794-12(2) [as amended by Contract Amendment Agreements #24-794-12(4) and #24-794-12(6)] to increase the payment limit by $250,000 from $1,278,723 to a new payment limit of $1,528,723, with no change in the term of July 1, 2018 through June 30, 2019. FISCAL IMPACT: This amendment is funded by 100% Mental Health Realignment. (No rate increase) BACKGROUND: Assembly Bill (AB) 757, (Chapter 633, Statutes of 1994), authorized the transfer of state funding for Fee-For-Service/Medi-Cal acute psychiatric inpatient hospital services from the State Department of Health Services to the State Department of Mental Health. On January 1, 1995, the Department of Mental Health transferred these funds and the responsibility for authorization and funding of Medi-Cal acute psychiatric inpatient hospital services to counties that chose to participate in this program. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Matthew White, M.D., 925-957-5201 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Laura Cassell, Deputy cc: E SUISALA , M WILHELM C. 85 To:Board of Supervisors From:Anna Roth, Health Services Director Date:June 18, 2019 Contra Costa County Subject:Amendment #24–794–12(8) with BHC Fremont Hospital, Inc. BACKGROUND: (CONT'D) In June, 2018, the County Administrator approved and the Purchasing Services Manager executed Contract #24–794–12(2), later amended by Amendment Agreements #24–794–12(4) and #24–794–12(6), with BHC Fremont Hospital, Inc. for the provision of inpatient psychiatric hospital services to County-referred children, adolescents and adults for the period from July 1, 2018 through June 30, 2019. Approval of Contract Amendment Agreement #24–794–12(8) will allow the Contractor to provide additional inpatient psychiatric services through June 30, 2019. CONSEQUENCE OF NEGATIVE ACTION: If this amendment is not approved, County’s mental health clients will not receive additional inpatient psychiatric services from Contractor’s facility. CHILDREN'S IMPACT STATEMENT: This program supports the following Board of Supervisors’ community outcome: (5) “Communities that are Safe and Provide a High Quality of Life for Children and Families”. Expected program outcomes include a decrease in the need for inpatient care and placement at a lower level of care. ATTACHMENTS RECOMMENDATION(S): APPROVE and AUTHORIZE the Health Services Director, or designee, to execute on behalf of the County Contract Amendment Agreement #76-588-4 with Cross Country Staffing, Inc., a corporation, effective May 1, 2019, to amend Contract #76-588-2 to increase the payment limit by $450,000 from $2,200,000 to a new payment limit of $2,650,000 for additional medical staffing services at Contra Costa Regional Medical Center (CCRMC) and Health Centers, with no change in the original term of July 1, 2018 through June 30, 2019. FISCAL IMPACT: This amendment is funded 100% Hospital Enterprise Fund I. (No rate increase) BACKGROUND: On August 7, 2018, the Board of Supervisors approved Contract #76-588-2 with Cross Country Staffing, Inc. for the provision of temporary medical staffing services including vocational nursing, Sexual Assault Vocational Nurse Examiner (SANE), clinical laboratory scientist, certified medical assistant and other ancillary classifications at CCRMC and Health Centers for the period from July 1, 2018 through June 30, 2019. Approval of Contract Amendment Agreement #76-588-4 will allow Contractor to provide additional temporary medical staffing services through June 30, 2019. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Jaspreet Benepal, 925-370-5741 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Laura Cassell, Deputy cc: Marcy Wilhelm C. 86 To:Board of Supervisors From:Anna Roth, Health Services Director Date:June 18, 2019 Contra Costa County Subject:Amendment #76-588-4 with Cross Country Staffing, Inc. CONSEQUENCE OF NEGATIVE ACTION: If this amendment is not approved, patients at CCRMC and Health Centers will not have access to Contractor’s services. RECOMMENDATION(S): APPROVE and AUTHORIZE the Health Services Director, or designee, to execute on behalf of the County Contract Amendment Agreement #24–794–8(23) with John Muir Behavioral Health, a non-profit corporation, effective March 15, 2019, to amend Contract #24-794-8(18) (as amended by Amendment Agreements #24-794-8(19) through #24-794-(21)) to increase the payment limit by $250,000 from $3,020,781 to a new payment limit of $3,270,781, with no change in the term of July 1, 2018 through June 30, 2019. FISCAL IMPACT: This amendment is funded 100% Mental Health Realignment funds. (No rate increase) BACKGROUND: Assembly Bill (AB) 757, (Chapter 633, Statutes of 1994), authorized the transfer of state funding for Fee-For-Service/Medi-Cal acute psychiatric inpatient hospital services from the State Department of Health Services to the Department of Mental Health. On January 1, 1995, the Department of Mental Health transferred these funds and the responsibility for authorization and funding of Medi-Cal acute psychiatric inpatient hospital services to counties that chose to participate in this program. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Suzanne Tavano, 925-957-5212 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Laura Cassell, Deputy cc: E Suisala , M Wilhelm C. 87 To:Board of Supervisors From:Anna Roth, Health Services Director Date:June 18, 2019 Contra Costa County Subject:Amendment #24–794–8(23) with John Muir Behavioral Health BACKGROUND: (CONT'D) On May 8, 2018, the Board of Supervisors approved Contract #24–794–8(18), (later amended by Amendment Agreements #24–794–8(19) through #24-794-8(21)), with John Muir Behavioral Health Center for the provision of inpatient psychiatric hospital services to County-referred children, adolescents and adults, including mutual indemnification, for the period from July 1, 2018 through June 30, 2019. Approval of Contract Amendment Agreement #24–794–8(23) will allow the Contractor to provide additional inpatient psychiatric services through June 30, 2019. CONSEQUENCE OF NEGATIVE ACTION: If this amendment is not approved, County’s mental health clients will not receive additional inpatient psychiatric services from Contractor’s facility. CHILDREN'S IMPACT STATEMENT: This program supports the following Board of Supervisors’ community outcome: (5) “Communities that are Safe and Provide a High Quality of Life for Children and Families”. Expected program outcomes include a decrease in the need for inpatient care and placement at a lower level of care. ATTACHMENTS RECOMMENDATION(S): APPROVE and AUTHORIZE the Health Services Director, or designee, to execute on behalf of County, Contract Amendment Agreement #26-911-29 with Thomas B. Hargrave, M.D., III, an individual, effective June 1, 2019, to amend Contract #26-911-28, to increase the payment limit by $109,000, from $335,000 to a new payment limit of $444,000, with no change in the original term September 1, 2018 through August 31, 2019. FISCAL IMPACT: This amendment is funded 100% by Hospital Enterprise Fund I. (No rate increase) BACKGROUND: On July 24, 2018, the Board of Supervisors approved Contract #26-911-28 with Thomas B. Hargrave, M.D., III, to provide gastroenterology services including consultation, training, on-call coverage services and medical procedures at Contra Costa Regional Medical Center (CCRMC) and Health Centers for the period September 1, 2018 through August 31, 2019. Approval of Contract Amendment Agreement #26-911-29 will allow the Contractor to provide additional hours of gastroenterology services at CCRMC and Health Centers through August 31, 2019. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Samir Shah, M.D., 925-370-5525 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Laura Cassell, Deputy cc: A Floyd, M Wilhelm C. 88 To:Board of Supervisors From:Anna Roth, Health Services Director Date:June 18, 2019 Contra Costa County Subject:Contract Amendment Agreement #26-911-29 with Thomas B. Hargrave, M.D., III CONSEQUENCE OF NEGATIVE ACTION: If this amendment is not approved, patients at CCRMC and Health Centers requiring gastroenterology services will not have access to Contractor’s services. RECOMMENDATION(S): APPROVE and AUTHORIZE the Health Services Director, or designee, to execute on behalf of the County Contract Amendment Agreement #24-979-36 (as amended by Contract Amendment Agreement #24-979-35) with Addiction Research and Treatment, Inc., a corporation, effective June 1, 2019, to amend Contract #24-979-34 to increase the payment limit by $1,890, from $7,606,728 to a new payment limit of $7,608,618, with no change in the term of July 1, 2018 through June 30, 2019. FISCAL IMPACT: This contract amendment is funded 50% Federal Drug Medi-Cal and 50% State Drug Medi-Cal. (Rate increase) BACKGROUND: On July 24, 2018, the Board of Supervisors approved Contract #24-979-34 (as amended by Contract Amendment Agreements #24-979-35) with Addiction Research and Treatment, Inc., for the provision of methadone treatment services through its Methadone Maintenance Clinics Program (Medi-Cal Drug Abuse Treatment Services) in East and West County, for the period from July 1, 2018 through June 30, 2019. Approval of Contract Amendment Agreement #24-979-36 will allow the Contractor to provide additional methadone maintenance services through June 30, 2019. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Suzanne Tavano, 925-957-5212 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Laura Cassell, Deputy cc: E Suisala , M Wilhelm C. 89 To:Board of Supervisors From:Anna Roth, Health Services Director Date:June 18, 2019 Contra Costa County Subject:Amendment #24-979-36 with Addiction Research and Treatment, Inc. CONSEQUENCE OF NEGATIVE ACTION: If this amendment is not approved, County patients will not receive additional drug abuse prevention and treatment services from the Contractor’s facility. RECOMMENDATION(S): APPROVE and AUTHORIZE the Health Services Director, or designee, to execute on behalf of the County, Contract Amendment Agreement #24-243-67 with R.E.A.C.H. Project, a non-profit corporation, effective April 1, 2019, to amend Contract #24-243-63 (as amended by Contract Amendment Agreements #24-243-64 and #24-243-65) to increase the payment limit by $39,428, from $1,287,885 to a new payment limit of $1,327,313, to provide additional drug abuse prevention and treatment services to youth and adults in East County, with no change in the original term of July 1, 2018 through June 30, 2019. FISCAL IMPACT: This contract is funded by 37% Substance Abuse Prevention and Treatment (SAPT) Block Grant, by 58% Drug Medi-Cal Realignment, by 4% Probation Department, and by 1% CalWORKs. (Rate increase) BACKGROUND: On July 24, 2018, the Board of Supervisors approved Contract #24-243-63 (as amended by Contract Amendment Agreements #24-243-64 and #24-243-65) with R.E.A.C.H. Project, to provide drug abuse prevention and treatment services at Contractor’s facilities throughout East APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Suzanne Tavano, 925-957-5212 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Laura Cassell, Deputy cc: E Suisala , M Wilhelm C. 90 To:Board of Supervisors From:Anna Roth, Health Services Director Date:June 18, 2019 Contra Costa County Subject:Amendment #24-243-67 with R.E.A.C.H. Project BACKGROUND: (CONT'D) County, for the period from July 1, 2018 through June 30, 2019. Approval of Contract Amendment Agreement #24-243-67 will allow the Contractor to continue to provide additional drug abuse prevention and treatment services, through June 30, 2019. CONSEQUENCE OF NEGATIVE ACTION: If this amendment is not approved, County patients will not receive additional drug abuse prevention and treatment services from Contractor’s facility. CHILDREN'S IMPACT STATEMENT: This prevention and treatment program supports the following Board of Supervisors’ community outcomes: “Children Ready For and Succeeding in School”; “Families that are Safe, Stable, and Nurturing”; and “Communities that are Safe and Provide a High Quality of Life for Children and Families”. Expected program outcomes include addicted youth being provided an opportunity to prevent or recover from the effects of alcohol or other drug use, become self-sufficient, and return to their families as productive individuals. ATTACHMENTS RECOMMENDATION(S): APPROVE and AUTHORIZE the Health Services Director, or designee, to execute on behalf of the County Contract #76-585-3 with MGA Healthcare, Inc., a corporation, in an amount not to exceed $800,000, to provide temporary medical staffing services at Contra Costa Regional Medical Center (CCRMC) and Contra Costa Health Centers for the period from June 1, 2019 through November 30, 2020. FISCAL IMPACT: This contract is funded 100% by Hospital Enterprise Fund I. (No rate increase) BACKGROUND: Approval of Contract #76-585-3 will allow the Contractor to provide temporary radiology technicians, pharmacists, laboratory technicians, pharmacy technicians, and permanent placement recruitment services at CCRMC and Contra Costa Health Centers to provide coverage during peak loads, temporary absences and emergencies through November 30, 2020. CONSEQUENCE OF NEGATIVE ACTION: If this amendment is not approved, patients at CCRMC and Health Centers will not have access to Contractor’s services. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Jaspreet Benepal, 925-370-5741 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Laura Cassell, Deputy cc: Marcy Wilhelm C. 91 To:Board of Supervisors From:Anna Roth, Health Services Director Date:June 18, 2019 Contra Costa County Subject:Contract #76-585-3 with MGA Healthcare, Inc. RECOMMENDATION(S): ACKNOWLEDGE receipt of notice from Armen Serebrakian, M.D. (dba Bay Area Hearing Services), a self-employed individual, requesting termination of Contract #27-757, effective at the end of business on May 30, 2019. FISCAL IMPACT: This contract is funded 100% by Contra Costa Health Plan Enterprise Fund II. BACKGROUND: On September 11, 2018, the Board of Supervisors approved Contract #27-757-5 with Armen Serebrakian, M.D. (dba Bay Area Hearing Services), for the provision of audiology services for Contra Costa Health Plan members and County recipients, for the period from September 1, 2018 through August 31, 2020. The Department received a letter from the Contractor, requesting termination of this contract. In accordance with General Conditions, paragraph 5 (Termination), the Contractor served the Department 30 days written notice of cancellation of this contract. CONSEQUENCE OF NEGATIVE ACTION: If not approved, County will not properly terminate the contract, in accordance with contract terms. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Sharron Mackey, 925-313-6104 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Laura Cassell, Deputy cc: noel garcia, Marcy Wilhelm C. 92 To:Board of Supervisors From:Anna Roth, Health Services Director Date:June 18, 2019 Contra Costa County Subject:Acknowledge Termination of Contract #27-757-6 with Armen Serebrakian, M.D. (dba Bay Area Hearing Services) RECOMMENDATION(S): APPROVE and AUTHORIZE the Sheriff-Coroner, or designee, to execute a contract amendment with Sean Alexander Marine Services for marine salvage services extending the termination date of the contract from May 31, 2019 to November 30, 2019 with no change in the payment limit. The extension will allow for continued services while a request for proposal is completed and a vendor is chosen. FISCAL IMPACT: $500,000.00. Budgeted. Funded by the California Department of Boating and Waterways grant, Surrendered and Abandoned Vessel Exchange (SAVE) and the General Fund. BACKGROUND: The waterways in and around Contra Costa County have long been used for the illegal dumping and sinking of abandoned and derelict vessels of all sizes and types. If allowed to remain, these vessels are often hazards to safety, navigation, wildlife, and are hazardous to the environment. Many vessels are carrying hazardous materials. The vessels adversely impact residents, commercial, and recreational boaters in and around Contra Costa County. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Sandra Brown, 925-335-1553 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Laura Cassell, Deputy cc: C. 93 To:Board of Supervisors From:David O. Livingston, Sheriff-Coroner Date:June 18, 2019 Contra Costa County Subject:Marine Salvage Services - Sean Alexander Marine Services BACKGROUND: (CONT'D) The Office of the Sheriff's Marine Services Unit utilizes salvers who are specially trained, equipped, and capable of removing the vessels that may be afloat, aground or submerged. CONSEQUENCE OF NEGATIVE ACTION: The Office of the Sheriff may not be in compliance with the grant funding and in addition, abandoned vessels may not be removed from County waterways. RECOMMENDATION(S): APPROVE and AUTHORIZE the Purchasing Agent to execute, on behalf of the Probation Department, a purchase order with Sam Clar Office Furniture, Inc./ All Steel Inc., in an amount not to exceed $210,000 to purchase furnishings for the relocation of the Probation Field Office in Richmond. FISCAL IMPACT: 100% General Fund. BACKGROUND: Sam Clar Office Furniture, Inc. has supplied furniture and installation services for offices and other spaces to multiple County Departments. The Probation Field Office in Richmond is relocating to 3095 Richmond Parkway, Richmond CA, 94806. The new office is unfurnished and will require the purchase of cubicles, desks, chairs and filing cabinets. CONSEQUENCE OF NEGATIVE ACTION: Probation staff will not have the furnishings necessary to perform their statutorily mandated work. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Danielle Fokkema, 925-313-4195 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Laura Cassell, Deputy cc: C. 94 To:Board of Supervisors From:Todd Billeci, County Probation Officer Date:June 18, 2019 Contra Costa County Subject:Purchase Order with Sam Clar Office Furniture, Inc. / All Steel Inc. RECOMMENDATION(S): APPROVE and AUTHORIZE the County Administrator, or designee, to execute contracts with the Congress of Neutrals for $120,000 and with the Center for Human Development for $60,000 in a total amount not to exceed $180,000 for the County Dispute Resolution Program for the period July 1, 2019 through June 30, 2020, subject to County Counsel review and approval. FISCAL IMPACT: $180,000 for the period July 1, 2019 through June 30, 2020; 100% Restricted Dispute Resolution funds. No net county cost. Program costs offset by $8.00 filing fee on civil actions filed in the Superior Court. BACKGROUND: The Dispute Resolution Program Act of 1986 (Business and Professional Code Sections 465, et seq.) provided for the establishment and funding, at County option, of local dispute resolution services as an alternative to formal court proceedings. The Act authorized participating counties to increase Superior, Municipal and Justice Courts filing fees from one to three dollars for the purpose of funding local dispute resolution programs. On January 1, 1987, the Board approved the County’s participation in the program and authorized a three dollar increase in court filing fees. The Dispute Resolution Advisory Committee was created by the Board to consider implementation strategies and funding guidelines appropriate for Contra Costa County. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Paul Reyes, 925-335-1096 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Laura Cassell, Deputy cc: C. 95 To:Board of Supervisors From:David Twa, County Administrator Date:June 18, 2019 Contra Costa County Subject:Fiscal Year 2019/20 County Dispute Resolution Program From 1989 through 1998, the Advisory Committee solicited proposals for funding under the Dispute Resolution Programs Act of 1986. The purpose of the funding is to encourage the establishment and use of local dispute resolution services as an alternative to formal Court proceedings. The program operates under the provisions of the Dispute Resolution Programs Act. In 1998, the State updated the California Dispute Resolution Program Act and authorized counties to allocate up to $8.00 from filing fees to generate new revenues for these local programs. Effective January 1, 1999, the dispute resolution portion of the civil filing fee in Contra Costa County increased from $3.00 to $8.00. The increase was approved by the Board of Supervisors pursuant to a request by the Superior Court. The following is a brief description of each program: BACKGROUND: (CONT'D) Center for Human Development - $60,000 General Dispute Resolution – Community Mediation Project will provide mediation and conciliation to landlords and tenants, consumers and merchants, neighbors, public agencies, citizen groups, families, animal disputes, family transition, and organizations. Specialty services include group facilitation, mediator training, real estate mediation, conflict resolution skills training for agencies, and business mediation and consultation. ($15,000) Guardianship Mediation will continue to offer mediation services with a panel of two mediators to clients referred by the Courts for resolution of child custody and visitation issues in Guardianship Matter. Mediations will be held in the A.F. Bray Courthouse in Martinez. Services include referral, telephone conciliation, and mediation. ($45,000) Congress of Neutrals - $120,000 General Dispute Resolution – Victim Offender Reconciliation Project (VORP) Program - will continue to provide a community-based restorative justice program for juvenile offenders. The Congress will provide mediation between certain non-chronic, non-violent juvenile offenders and their victims to obtain civil restitution in proceedings under the Welfare and Institutions Code. ($25,000) Small Claims/Civil Harassment/Unlawful Detainer Mediation for all branches of the Superior Court; to improve court efficiency; assist court staff and reduce court caseload. Introduce disputants to the principles of conciliation and negotiated settlement; mediations will be done at the court, prior to the court hearing and/or on the day of the court hearing. The Congress will recruit and train community volunteers, certified law students and attorneys as mediators. This project will continue the Superior Court’s high quality of Alternative Dispute Resolution and conflict management programs. ($90,000) Family Law Contempt for the Martinez Division of the Superior Court; to improve court efficiency, assist bench officers and court staff; to support the District Attorney, the Public Defender and other agencies of Contra Costa County involved with cases where failure to pay family support becomes a contempt proceeding against the payor in default. To provide mediation and facilitated negotiation; to reduce court caseloads, and introduce disputants to the principles of conciliation and negotiated settlement; mediations to be done on the day of the court hearing; to recruit and train community volunteers, law students, attorneys as mediators; to serve all areas of Contra Costa County; and to continue Contra Costa County's high quality ADR and conflict management programs. ($5,000) CONSEQUENCE OF NEGATIVE ACTION: The FY 2019/20 County Dispute Resolution program will not implemented resulting in a service reduction in several areas to the citizens of Contra Costa County. CHILDREN'S IMPACT STATEMENT: Several of the dispute resolution/mediation services target better outcomes for children, including the Guardianship mediation and Victim Offender Reconciliation programs. RECOMMENDATION(S): APPROVE and AUTHORIZE the Purchasing Agent, on behalf of the Veterans Service Office, to purchase 40 Safeway gift cards each with a $50 value, totaling $2,000, 40 Chevron gift cards each with a $50 value, totaling $2,000, and 20 Clipper cards gift cards each with a $50 value, totaling $1,000, as recommended by the Veterans Service Office Director. FISCAL IMPACT: This $5,000 expenditure will be entirely funded by State Proposition 63, Mental Health Services Act funding. BACKGROUND: The Veterans Service Office (VSO) will distribute gift cards to support Veterans in need. They are intended to incentivize a person who is destitute to seek housing, seek VA healthcare, and ensure that their basic needs are met on a temporary basis. The Veteran population served by the VSO have varying challenges and needs. A typical gift card recipient is a person who is homeless, at risk of homelessness, low income, or experiencing an emotional crisis. These gift cards will aid the VSO's ability to provide services supporting mental health and relieve the immediate needs of Veterans throughout the County. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Nathan Johnson, 3-1481 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Laura Cassell, Deputy cc: C. 96 To:Board of Supervisors From:Nathan Johnson, Veterans Services Officer Date:June 18, 2019 Contra Costa County Subject:Gift Cards for Clients of the Veterans Service Office BACKGROUND: (CONT'D) The VSO has written policy on proper controls for tracking and distributing gift cards, which it will implement and enforce. No individual Veteran shall receive more than $150 in gift cards in one calendar year. CONSEQUENCE OF NEGATIVE ACTION: The VSO's ability to provide assistance to the County's most in need Veteran population will be impeded. RECOMMENDATION(S): Acting as the Board of Directors of the West Contra Costa Healthcare District (District), APPROVE and AUTHORIZE the Health Services Director, or designee, to execute, on behalf of the District, a contract with RYSE, Inc., a California nonprofit Corporation, in an amount not to exceed $1,200,000 over a three-year period, to develop and implement a comprehensive program to provide primary care and behavioral health services and facilities for youth ages 11-24 in communities served by the District, during the period from July 1, 2019 through June 30, 2022. DETERMINE that using District funds for the purposes of this contract is necessary for the provision of adequate health services to communities served by the District, and that the services are for the benefit people served by the District. DETERMINE that RYSE’s project that is partially funded under this contract is exempt from environmental review under the California Environmental Quality Act (CEQA), pursuant to CEQA Guidelines section 15332. AUTHORIZE the Director of Conservation and Development, or designee, to file a CEQA notice of exemption with the County Clerk-Recorder; and AUTHORIZE the Director of Health Services, or designee, to pay the Department of Conservation and Development and the Clerk-Recorder any fees required to file the notice of exemption. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Pat Godley, 925-957-5405 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Laura Cassell, Deputy cc: Tasha Scott, Marcy Wilhelm C. 97 To:Board of Supervisors From:Anna Roth, Health Services Director Date:June 18, 2019 Contra Costa County Subject:Contract #23-658 with RYSE, Inc. for Services in West County FISCAL IMPACT: This contract is funded 100% by West Contra Costa Healthcare District revenues. BACKGROUND: On May 6, 2019 the West Contra Costa Healthcare District Finance Committee recommended approval of this contract with RYSE, Inc. The contract provides funding to RYSE to develop access and linkage to primary care and behavioral health treatment for youth ages 11-24 and their families who are served by the District Under this contract, RYSE will manage and implement a planning process for a comprehensive facility for community partners to provide primary care and behavioral health services to increase clinical and non-clinical health services for young people and their families, with a focus in Rodeo and unincorporated areas of the District. These services will be provided through June 30, 2022. The services will be delivered at RYSE’s facility located at 205 41 st Street, in Richmond. The contract includes funding for improvements at RYSE’s facility where the services will be delivered – RYSE Commons. RYSE will remodel its existing approximately 6,650 square-foot facility (existing building footprint to remain unchanged), construct an additional two-story building (approx. 11,457 square feet with approx. 1,050 square foot second floor deck) with an entrance on Bissell Avenue, and make additional site and landscape improvements at RYSE’s property, at the corner of 41 st Street and Bissell Avenue, in Richmond. On January 17, 2019, the Richmond Planning Commission adopted Resolution 19-01 approving a conditional use permit for these improvements. The project is consistent the applicable general plan designation and all applicable general plan policies of the City, as well as with applicable zoning regulations. The project is an in-fill development project within the City of Richmond on a site of less than five acres, and it is substantially surrounded by urban uses. The site is adequately served by utilities and public services, and it has no value as habitat for endangered, rare, or threatened species. The project will not result in any significant impacts on traffic, noise, air quality, and water quality. For those reasons, the Richmond Planning Commission determined that the project is exempt from environmental review under the California Environmental Quality Act (CEQA), pursuant to CEQA Guidelines section 15332. For those same reasons, the Board should determine that this activity is exempt from CEQA environmental review under CEQA Guidelines section 15332. This contract is necessary for the provision of adequate health services to communities served by the District, and the services will benefit the people served by the District. For these reasons, staff recommend that the Board approve this contract. CONSEQUENCE OF NEGATIVE ACTION: If this contract is not approved, youth served by the District will not have expanded primary care and behavioral health resources at RYSE’s facility. CHILDREN'S IMPACT STATEMENT: This program supports the following community outcomes: “Families that are Safe, Stable, and Nurturing”; and “Communities that are Safe and Provide a High Quality of Life for Children and Families”. Expected program outcomes include increases in social connectedness, communication skills, parenting skills, and knowledge of the human service system in Contra Costa County. ATTACHMENTS RYSE Notice of Exemption RECOMMENDATION(S): APPROVE and AUTHORIZE the County Administrator, or designee, to execute a contract amendment with BLX Group, LLC, extending the term of the contract through June 30, 2021 with no change to the contract limit of $100,000 for arbitrage rebate compliance services. FISCAL IMPACT: Fees associated with rebate liability analysis are charged out proportionately to various County departments based on their share of the funds from a particular bond issue. BACKGROUND: Arbitrage rebate calculation agent services are required to calculate rebate liability on various County bond issues. Under federal tax law, this liability is determined for each County tax-exempt bond issue based on the amount of interest earnings that have accrued on bond proceeds over time. While the County is allowed to keep interest earnings up to the rate of return of the initial bond offering, any earnings above this bond rate must be rebated to the federal government at least every five years. On APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Timothy Ewell, (925) 335-1036 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Laura Cassell, Deputy cc: C. 98 To:Board of Supervisors From:David Twa, County Administrator Date:June 18, 2019 Contra Costa County Subject:Extension of Arbitrage Rebate Compliance Services Contract BACKGROUND: (CONT'D) April 4, 2016, the County issued a Request for Proposals (RFP) for arbitrage rebate compliance services. The RFP contemplated a three-year contract cycle with an option to extend for an additional two-years. After review by the committee and firm interviews, BLX Group, LLC was selected. Having served the County in the capacity of arbitrage rebate consultant since 1989, BLX Group, LLC is familiar with the County’s unique debt profile and the services that are required. On June 21, 2016, the Board of Supervisors approved a three-year contract with BLX Group, LLC with a term expiration of June 30, 2019. Today's action would extend the contract with BLX Group, LLC through June 30, 2021. The contractor has been meeting the expectations of the County in performing services under the current contract. CONSEQUENCE OF NEGATIVE ACTION: The County would not have the expertise to calculate rebate liability on County bond issues. CHILDREN'S IMPACT STATEMENT: No impact. RECOMMENDATION(S): APPROVE and AUTHORIZE the County Administrator, or designee, to execute a contract amendment with Schiff Hardin LLP, extending the term of the contract through June 30, 2021 with no change to the contract limit of $250,000 for bond disclosure counsel services. FISCAL IMPACT: The cost of bond disclosure services is covered in the cost of issuance included in each bond issue. Fees are negotiated for each borrowing transaction based upon the size and complexity of the transaction. BACKGROUND: On April 4, 2016, the County issued a Request for Proposals (RFP) for bond disclosure counsel services. The RFP contemplated a three-year contract cycle with an option to extend for an additional two-years. After review by committee and firm interviews, Schiff Hardin was selected to serve as disclosure counsel to the County. Schiff Hardin LLC has provided excellent disclosure services to the County in APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Timothy Ewell, (925) 335-1036 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Laura Cassell, Deputy cc: C. 99 To:Board of Supervisors From:David Twa, County Administrator Date:June 18, 2019 Contra Costa County Subject:Extension of Disclosure Counsel Contract BACKGROUND: (CONT'D) the issuance of and sale of the County’s periodic lease revenue bond and pension obligation bond issues. The staff assigned is extremely familiar with the County and are able to prepare the required legal and other documents related to these issues with a quick turnaround time. The firm is also familiar with the County’s outstanding bonds and have proven to be an invaluable resource to staff responsible for the ongoing management of the County’s debt. On June 21, 2016, the Board of Supervisors approved a three-year contract with Schiff Hardin LLC with a term expiration of June 30, 2019. Today's action would extend the contract with Schiff Hardin LLC through June 30, 2021. The contractor has been meeting the expectations of the County in performing services under the contract. CONSEQUENCE OF NEGATIVE ACTION: The County would not have legal representation on County bond disclosure issues. CHILDREN'S IMPACT STATEMENT: No impact. RECOMMENDATION(S): APPROVE and AUTHORIZE the County Administrator, or designee, to execute a contract amendment with Nixon Peabody LLP, extending the term of the contract through June 30, 2021 with no change to the contract limit of $250,000 for tax and bond counsel services. FISCAL IMPACT: The cost of tax and bond counsel services is covered in the cost of issuance included in each bond issue. Fees will be capped at a maximum dollar amount (for both tax and bond counsel services) based on the type of bond issuance (e.g. lease revenue bond, tax revenue anticipation notes, etc.). This allows the County to plan for costs of issuance related to it's future bond transactions. BACKGROUND: On April 4, 2016, the County issued a Request for Proposals (RFP) for tax, bond and disclosure counsel services. After review by Debt Affordability Advisory Committee (DAAC) and firm interviews, Nixon Peabody, LLP was recommended to the County Administrator for consideration of a contract award to provide bond and tax counsel services to the County for the period July 1, 2016 through June 30, 2019. The County successfully conducted two bond transactions during the contract time period to fund new capital projects and refund existing debt at lower interest rates. In addition to assistance with bonds, the APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Timothy Ewell, (925) 335-1036 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Laura Cassell, Deputy cc: C.100 To:Board of Supervisors From:David Twa, County Administrator Date:June 18, 2019 Contra Costa County Subject:Extension of Tax and Bond Counsel Contract services provided by Nixon Peabody LLP on an BACKGROUND: (CONT'D) ad hoc basis include preparation of presentations for rating agencies and other bond-related projects in support of County business. It is important to retain a firm with these particular skills to ensure that the County is able to take advantage of potential refunding opportunities as they arise and stay updated on both market trends and other public finance related legal issues. On June 21, 2016, the Board of Supervisors approved a three-year contract with Nixon Peabody LLP with a term expiration of June 30, 2019. Today's action would extend the contract with Nixon Peabody LLP through June 30, 2021. The contractor has been meeting the expectations of the County in performing services under the contract. CONSEQUENCE OF NEGATIVE ACTION: The County would not have the necessary legal representation on the issuance and sale of bonds. CHILDREN'S IMPACT STATEMENT: No impact. RECOMMENDATION(S): APPROVE and AUTHORIZE the County Administrator, or designee, to execute a contract with Independent Counsel, Inc., in an amount not to exceed $5,250,000 for fiscal year 2019-20, $5,400,000 for fiscal year 2020-21, and $5,560,000 for FY 2021-22 to provide mandated criminal conflict defense and other legal services for the period July 1, 2019 through June 30, 2022, subject to County Counsel review and approval. FISCAL IMPACT: Costs are budgeted for fiscal year 2019/20 in General Fund Budget Unit 0248 – Conflict Defense Services, administered by the County Administrator. The proposed contract includes an amount not to exceed $5,250,000 for fiscal year 2019-20, $5,400,000 for fiscal year 2020-21, and $5,560,000 for fiscal year 2021-22 to provide mandated criminal conflict defense and other legal services. BACKGROUND: For over 30 years, the County has contracted with the Contra Costa County Bar Association (CCCBA) to provide indigent defense services to clients that cannot be represented by the Public Defender’s Office. This has involved several tasks: maintaining a list of independent APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor RECUSE:Candace Andersen, District II Supervisor Contact: Paul Reyes, 925-335-1096 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Laura Cassell, Deputy cc: Robert Campbell, Auditor-Controller C.101 To:Board of Supervisors From:David Twa, County Administrator Date:June 18, 2019 Contra Costa County Subject:Conflicts Program BACKGROUND: (CONT'D) attorneys willing to take cases (mostly misdemeanors) that are referred from the PD, assigning the cases to attorney, verifying ‘billable hours’ and seeing that the individual attorneys are paid pursuant to rates established by the County. The County, in turn, reimburses CCCBA for its services and those of the independent attorneys. The relationship with the CCCBA has worked well over the years. However, over time, CCCBA has expressed concerns about potential liability should claims be made against any individual attorneys who are handling the conflicts cases, or the CCCBA itself. After months of negotiation, CCCBA and the County were not able to resolve this issue. The contract with CCCBA expires on June 30, 2019 and CCCBA was unwilling to extend the existing contract without an indemnification agreement that staff could not recommend to the Board for approval. Because of this, a request for proposals (RFP) was issued on April 23, 2019 to see if another entity would be willing to manage the conflicts panel. The bidding period closed on May 21, 2019 and two (2) bids were received. The selection committee (review panel) performed a thorough review of the proposals and recommended awarding the contract to Independent Counsel, Inc. Independent Counsel, Inc., has agreed to the County's standard contract conditions, including the County's standard indemnification provisions. Independent Counsel will also provide a substantive bill review and appeal process which would not be provided under the other proposal. Independent Counsel, Inc., will make improvements in the areas of attorney education and quality assurance through increased education, training, and attention to the panel attorneys' annual renewal applications. Independent Counsel, Inc., proposes to continue the work of the existing Criminal Conflict Program without interruption, substituting itself for the current contractor. Independent Counsel would continue employing the same staff and would utilize the same panel of attorneys. In addition, the Board of Directors of Independent Counsel offer a wealth of experience and knowledge, which will greatly benefit the Criminal Conflict Program. The Board includes two members with over 22 years of combined experience administering indigent court appointment programs in Contra Costa and Alameda Counties who are prepared to support the work of the current Director, who has almost 4 years of experience himself. All seven Directors have a deep and long-standing commitment to the representation of indigent persons. CONSEQUENCE OF NEGATIVE ACTION: Payment of criminal conflict attorney services is a mandated County cost. If the recommended action is not approved, the contract with the Contra Costa Bar Association will terminate as of June 30, 2019 and the County will continue to be obligated to pay the Bar for cases previously assigned to the Bar and still in progress. The appointment and payment of private attorneys for new cases in which the Public Defender and Alternate Defender are not available will revert to the court-appointed method used prior to the Bar Association contract -- a less efficient and more costly alternative. All active and new criminal and delinquency conflict cases will be referred to the courts for appointment of defense counsel. RECOMMENDATION(S): APPROVE and AUTHORIZE the Health Services Director, or designee, to execute on behalf of the County Contract #26-641-26 with Advanced Medical Personnel Services, Inc., a corporation, in an amount not to exceed $500,000, to provide temporary physical and occupational therapist staffing services and recruitment services at Contra Costa Regional Medical Center (CCRMC), and Contra Costa Health Centers for the period July 1, 2019 through June 30, 2020. FISCAL IMPACT: This contract is funded 100% by Hospital Enterprise Fund I. (No rate increase) BACKGROUND: On September 18, 2018, the Board of Supervisors approved Contract #26-641-25 with Advanced Medical Personnel Services, Inc., to provide temporary therapists including speech, physical and occupational therapist staffing services and recruitment services at CCRMC and Contra Costa Health Centers for the period July 1, 2018 through June 30, 2019. Approval of Contract #26-641-26 will allow the Contractor to continue to provide physical and occupational therapist staffing services and APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Jaspreet Benepal, 925-370-5100 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Laura Cassell, Deputy cc: L Walker, M Wilhelm C.102 To:Board of Supervisors From:Anna Roth, Health Services Director Date:June 18, 2019 Contra Costa County Subject:Contract #26-641-26 with Advanced Medical Personnel Services, Inc. BACKGROUND: (CONT'D) recruitment services at CCRMC, through June 30, 2020. CONSEQUENCE OF NEGATIVE ACTION: If this contract is not approved, patients requiring physical, occupational and speech therapists at CCRMC and Contra Costa Health Centers will not have access to Contractor’s services. RECOMMENDATION(S): APPROVE and AUTHORIZE the Health Service Director, or designee, to execute on behalf of the County, Contract #26-378-11 with Concord Yellow Cab, Inc., a corporation, in an amount not to exceed $240,000, to provide non-emergency taxicab transportation services for Contra Costa Regional Medical Center (CCRMC) and Contra Costa Health Center patients, for the period July 1, 2019 through June 30, 2020. FISCAL IMPACT: This contract funded 100% by Hospital Enterprise Fund 1. (No rate increase) BACKGROUND: On July 24, 2018, the Board of Supervisors approved Contract #26-378-10 with Concord Yellow Cab, Inc., to provide taxicab transportation of patients unable to transport themselves to medical appointments due to medical conditions, including but not limited to physical disabilities which make it unsafe for patients to travel on public transportation, patients who have a verifiable seizure disorder, or patients who have received medication which has or could, impair the mobility for the period July 1, 2018 through June 30, 2019. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS Contact: Jaspreet Benepal, 925-370-5101 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: , Deputy cc: A Floyd , M Wilhelm C.103 To:Board of Supervisors From:Anna Roth, Health Services Director Date:June 18, 2019 Contra Costa County Subject:Contract #26-378-11 with Concord Yellow Cab, Inc. BACKGROUND: (CONT'D) Approval of Contract #26-378-11 will allow the Contractor to provide taxicab transportation services to patients to and from CCRMC and Health Centers through June 30, 2020. CONSEQUENCE OF NEGATIVE ACTION: If this contract is not approved, patients requiring non-emergency taxicab transportation services will not receive services from the Contractor. CLERK'S ADDENDUM RELISTED to a future date uncertain. RECOMMENDATION(S): AUTHORIZE the Health Services Director, or designee, to expend up to $1,500 annually for Environmental Health Division staff recognition events and awards, including those from 2018. FISCAL IMPACT: Costs will be covered by permit fees. BACKGROUND: The Division of Environmental Health started an Excellence Awards program in 2015 to recognize employees who have contributed in a significant manner to the Division’s mission of protecting consumers and the environment in the past year. Awards include the Director’s Excellence Award, Outstanding Supervisor Award, Outstanding Performance Award, Excellence in Consumer Protection Award, Environmental Health Award, and Customer Support Award. Parameters on the awards and recognition events are established in departmental policy and do not conflict with any County policies. The program will have minimal costs, which will be offset by the benefits of boosting moral and department loyalty. The Department is requesting the authority to spend up to $1,500 annually for the event APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS Contact: Marilyn Underwood, 925-692-2521 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: , Deputy cc: Marcy Wilhelm, Marilyn Underwood C.104 To:Board of Supervisors From:Anna Roth, Health Services Director Date:June 18, 2019 Contra Costa County Subject:Environmental Health Division Employee Performance Award Recognition and Expenditure Authorization BACKGROUND: (CONT'D) and the awards, including but not limited to reasonable expenditures such as trophies/awards, facility rental, and the purchase of food and beverages for these events. The Department will still abide by Administrative Bulletin 614.3 and Bulletin 114, receiving proper approval to have the event and to serve food and beverages, if the Department would like to do so as part of the event. CONSEQUENCE OF NEGATIVE ACTION: The Division would not have Board authority to recognize employees annually with awards and other recognition events. CLERK'S ADDENDUM REFERRED to the Finance Committee; and DIRECTED staff to provide to the committee a list of all department employee recognition programs, the cost of them and how those programs are funded. ATTACHMENTS RECOMMENDATION(S): ALLOCATE $10,000 from the Livable Communities Trust (District II portion) to the Innovation Tri Valley Leadership Group for development of the Innovation Tri Valley 2040 Vision Plan, as recommended by Supervisor Andersen. FISCAL IMPACT: No General Fund impact. This action allocates $10,000 from the District II portion of the Livable Communities Trust Fund (Fund). The current balance in the District II portion of the Fund is $1,540,047.33. BACKGROUND: The Livable Communities Trust (Fund) is a Special Revenue Mitigation Fund established by the Board of Supervisors on November 15, 2005, following the approval of the Camino Tassajara Combined General Plan Amendment Project, also known as the Alamo Creek and Intervening Property residential projects. Pursuant to the conditions of approval for these projects, the residential developers pay an $8,000 per unit fee (excluding affordable housing portions of the projects) to the County to implement the County's Smart Growth Action Plan. The Fund was established to serve as a repository for these fees. The Department of Conservation and Development administers the Fund. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Kristin Sherk (925) 674-7887 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stephanie Mello, Deputy cc: C.105 To:Board of Supervisors From:John Kopchik, Director, Conservation & Development Department Date:June 18, 2019 Contra Costa County Subject:Allocation of Funds from Livable Communities Trust (District II portion) BACKGROUND: (CONT'D) On December 3, 2013, the Board of Supervisors determined that revenue from the Fund should be spent equally among the supervisorial districts. At complete build-out, fee deposits to the Fund will total $8,448,000. As of May 20, 2019, the account has collected $8,120,000 in fees and $672,526.63 in accrued interest with $6,017,377.63 remaining in uncommitted funds. The approved expenditures to date are show in Attachment A. The Innovation Tri Valley 2040 Vision Plan is a planning process to ensure the creation of the optimum future and infrastructure of the Tri Valley region. In conjunction with the Bay Area Council (BACEI), who propose to inform, convene, and moderate a series of workshops that will act as inputs for the region, Innovation Tri Valley Leadership Group will work with BACEI to facilitate a comprehensive and collective vision plan for the Tri Valley in 2040 to share with elected officials, city planners, national laboratory representatives, and key business stakeholders. Topics of focus to be addressed include Transportation Systems, Housing, Land Use, Transit-Oriented Housing, Workforce Development, and Innovation Eco-System. The plan supports goal three of the Smart Growth Action Plan to promote innovative land use planning and design principles that encourage mixed use and infill development. The next step will be for the Department of Conservation and Development to work with Innovation Tri Valley Leadership Group to draft a professional services contract for execution by Innovation Tri Valley Leadership Group and the County Purchasing Agent. CONSEQUENCE OF NEGATIVE ACTION: The Innovation Tri Valley 2040 Vision Plan would not receive the subject funds, and ability to publish the report would be compromised. ATTACHMENTS Att A LCT Project List Liveable Communities Trust Fund List of Projects Number Board Date Project District I District II District III District IV District V Total Expenditures Remaining Balance 2013-01 10/22/2013 Northern Waterfront 50,000$ 50,000$ 50,000$ 50,000$ 50,000$ 250,000.00$ -$ 2016-01 6/14/2016 Heritage Point 1,432,830$ -$ -$ -$ -$ 57,599.72$ 1,375,230.28$ 2016-02 12/20/2016 Marsh Creek Trail -$ -$ 250,000$ -$ -$ 250,000.00$ -$ 2016-03 12/20/2016 Agriculture Policy Study -$ -$ 150,000$ -$ -$ 150,000.00$ -$ 2017-01 3/7/2017 Agra Tech Solar Light Greenhouse -$ -$ -$ 25,000$ 25,000$ 50,000.00$ -$ 2017-02 3/14/2017 Rides for Veterans (Mobility Matters)-$ 33,458$ -$ 50,187$ -$ 83,645.00$ -$ 2017-03 9/19/2017 Garden Park Apartments -$ -$ -$ 125,000$ -$ 125,000.00$ -$ 2018-01 1/16/2018 SRV Street Smarts - 2018 -$ 20,000$ -$ -$ -$ 20,000.00$ -$ 2018-02 2/27/2018 Contra Costa Housing Security Fund -$ 10,000$ -$ -$ -$ 10,000.00$ -$ 2018-03 3/27/2018 Newell Avenue Pathway -$ 75,000$ -$ -$ -$ 75,000.00$ -$ 2018-04 3/27/2018 Tri Valley Rising Report -$ 10,000$ -$ -$ -$ 10,000.00$ -$ 2018-05 6/12/2018 RYSE Acquisition - Phase 1 25,000$ -$ -$ -$ -$ 25,000.00$ -$ 2018-06 12/4/2018 SRV Street Smarts - 2019 -$ 20,000$ -$ -$ -$ 20,000.00$ -$ 2018-07 12/18/2018 Choice in Aging -$ -$ -$ 40,000$ -$ -$ 40,000.00$ 2019-01 1/15/2019 Friends of the El Sobrante Library 140,000$ -$ -$ -$ -$ 140,000.00$ -$ 2019-02 3/26/2019 RYSE Acquisition - Phase 2 42,500$ -$ -$ -$ 42,500.00$ -$ 2019-03 3/26/2019 RYSE Center Capital Expansion Project 51,174$ -$ -$ -$ -$ -$ 51,174.00$ 2019-04 TBD 2040 Tri Valley Vision Plan Investment -$ 10,000$ -$ -$ -$ -$ -$ 1,741,504$ 228,458$ 450,000$ 290,187$ 75,000$ 1,308,744.72$ 1,466,404.28$ RECOMMENDATION(S): AUTHORIZE the County Administrator to submit, on behalf of Contra Costa County, a letter of authorization for the submission of 11 applications to the California State Association of Counties (CSAC) 2019 Challenge Awards competition. FISCAL IMPACT: The entry fee is $75 for each application. The total entry fee for the 11 applications is $825. The entry fee is paid out of the County Administrator Office’s budget. BACKGROUND: In April, the California State Association of Counties (CSAC) invited counties to enter its 2019 Challenge Awards competition. The program is intended to recognize the innovative and creative spirit of county governments, who seek to find unique, replicable, effective and cost saving ways of providing programs and services to their citizens. The deadline for entry is a postmark of June 21, 2019. CSAC recognizes counties in three population categories -- rural, urban (representing counties like Contra Costa), and suburban -- and five issue areas: APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Julie DiMaggio Enea (925) 335-1077 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stephanie Mello, Deputy cc: CAO-Muni Svcs Deputy C.106 To:Board of Supervisors From:David Twa, County Administrator Date:June 18, 2019 Contra Costa County Subject:2019 CSAC Challenge Awards BACKGROUND: (CONT'D) Administration of Justice & Public Safety – Includes programs associated with local law enforcement and public safety, adult and juvenile detention, and probation. 1. Agriculture, Environment & Natural Resources – Includes programs associated with agriculture, the environment, air quality, water, flood control, energy, parks and recreation, public lands, forestry, mining, endangered species, solid waste, and hazardous waste. 2. Government Finance, Administration & Technology – Includes programs associated with internal operations, employee training and wellness, workers’ compensation, public records, technology, economic development, elections, libraries, food safety, and disaster planning/response. 3. Health & Human Services – Includes programs associated with health care, mental health, homelessness, foster care, child welfare services, adult protective services, IHSS, general assistance, aging, CalWORKs, county hospitals, the indigent, and veterans. 4. Housing, Land Use & Infrastructure – Includes programs associated with housing, land use, growth, planning, transportation, infrastructure, and tribal gaming issues. 5. Awards may be presented in the three population categories for each of the five issue areas. Two levels of awards will be presented in each category of population: Challenge Awards and Merit Awards. The judges have the flexibility to offer an optional top-level award: The California Counties Innovation Award. Judges will also consider all entries for special awards that are open to all population categories. Challenge Award-winning programs receive state and national exposure, are highlighted in county best practices videos, and recognized at Boards of Supervisors meetings. Challenge Awards will be presented in person in the recipient’s county. Merit Awards will be mailed. Award recipients will also be featured on CSAC’s Web site at www.csac.counties.org. This is a great way to let colleagues across the state and nation know about the innovative work we are doing in Contra Costa County. Contra Costa County departments propose to submit the following applications for the 2019 CSAC Challenge Awards: Department(s)Title Description Clerk-Recorder Destination Weddings Partner with outside agencies to offer unique, special wedding experiences for couples at majestic and historic county landmark locations. Conservation & Development / Health Services Weatherization and Health Partnerships That Work Created formal assessment tool that the visiting health professionals use to connect clients to energy efficiency services that improve health. Employment & Human Services 4 Our Families Provide wraparound services for the individual and/or family by leveraging technology, centralizing data sharing and co-locating staff to provide increased access, a better and faster service delivery experience (not only for clients, but for staff as well) and improve the utilization rates of the department’s comprehensive suite of services. Employment & Human Services Whole Person Care CommunityConnect Program A trauma-informed care approach for delivering case management services, connecting clients to other resources such as housing, transportation, food assistance and free cell phone communication, and teaching them how to schedule their own appointments. Employment & Human Services We Care Training Program Produced a training video with real stories drawing on actual employee-client engagements to demonstrate how to use good customer service skills to work with difficult clients while leaving them feeling more confident about their situation by the end of the meeting. Library / Elections / Communications & Media Community Election Forums Feature a variety of high-interest county-wide and local community races, in a neutral forum and format so that candidates could be heard by the public. Library Goodbye to Fines! Eliminated daily overdue fines on all library materials and cleared balances on all cardholder accounts to remove barriers and make library access easy, equitable and enjoyable. Health Services Integrated Pest Management Program Reduces Pesticide Use Established a team to identify and implement alternative methods of pest management at County properties to reduce usage of harmful pesticides. Health Services Innovative Approach to Hazardous Materials Response Coordination Implemented an unannounced inspection program at facilities determined to have the highest risk to surrounding communities. Health Services Partnership to Improve Medi-Cal Retention Collaboration between two departments improved Medi-Cal retention amongst high-risk Medi-Cal beneficiaries by developing outreach workflows and enhancing data sharing. Public Works / Health Services CORE (Coordinated Outreach, Referral, Engagement) Creeks Team Helps the homeless by not only providing them with needed services, but by engaging them and giving them a sense of purpose through trash removal from the creeks sides where they live, thus reducing pollution of creeks. CONSEQUENCE OF NEGATIVE ACTION: Without a letter of authorization to submit an entry, departments will not be able to compete for a 2019 CSAC Challenge Award. RECOMMENDATION(S): ADOPT Resolution No. 2019/202 authorizing the operating hours for the Pinole Library to be updated from those approved under Resolution No. 2018/476 on September 11, 2018. (No fiscal impact) FISCAL IMPACT: All costs of the modified operating schedule will be reimbursed by the City of Pinole. BACKGROUND: On May 8, 2012, the Board of Supervisors approved Resolution No. 2012/177 authorizing a change in operating hours for departments that deviated from the standard operating hours (8 am-12 noon; 1 pm-5 pm) set under County Ordinance Code 22-2.202. County Ordinance Code 22-2.202 authorizes the Board of Supervisors to modify, by resolution, the Library's operating hours. This revision to Table A will correctly reflect the operating hours for the Pinole Branch of the Library. Contra Costa County provides each library in the County system with a basic 35 open hours per week, provided that the city funds all costs for maintenance. Due to the City of Pinole's inability to fund library maintenance costs, the Pinole Library hours were reduced to 24 hours per week. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Walt Beveridge 925-608-7730 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stephanie Mello, Deputy cc: C.107 To:Board of Supervisors From:Melinda Cervantes, County Librarian Date:June 18, 2019 Contra Costa County Subject:Pinole Library Operating Hours BACKGROUND: (CONT'D) At the City Council Meeting on December 18, 2018, the Council voted to approve its budget, which included funding for the maintenance costs of the library. On July 1, 2019, the City will be eligible for the same 35 base hours offered as other cities that fully fund library maintenance costs. This is more than the 24 hours per week that are reflected on the Table A attachment submitted on September 11, 2018. The new library schedule will begin on July 1, 2019: Tues (10 am-6 pm); Wed, Thurs (12 noon- 8 pm); Fri (1 pm-5 pm); Sat (10 am-5 pm). CONSEQUENCE OF NEGATIVE ACTION: The ordinance will not reflect the current operating hours for the Pinole Library. AGENDA ATTACHMENTS Resolution 2019/202 Table A MINUTES ATTACHMENTS Signed Resolution No. 2019/202 THE BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY, CALIFORNIA and for Special Districts, Agencies and Authorities Governed by the Board Adopted this Resolution on 06/18/2019 by the following vote: AYE:5 John Gioia Candace Andersen Diane Burgis Karen Mitchoff Federal D. Glover NO: ABSENT: ABSTAIN: RECUSE: Resolution No. 2019/202 IN THE MATTER OF MODIFYING THE HOURS OF OPERATION FOR THE LIBRARY WHEREAS, on September 11, 2018, the Board of Supervisors approved Resolution 2018/476 authorizing a change in operating hours for the library that deviated from the standard operating hours (8am-12 noon; 1pm-5pm) set under County Ordinance No. 22-2.202; and WHEREAS, the library wishes to continue its practice of offering hours beyond what is prescribed in County Ordinance No. 22-2.202 (7:30am to 5pm, Monday to Friday, No Lunch Breaks) to better accommodate the needs of the public; and WHEREAS, on July 1, 2019, the Pinole Library will begin funding the maintenance costs of the library sufficient to increase the open hours to 35 hours per week, an increase of 45.8% over current service levels; NOW, THEREFORE, BE IT RESOLVED that the Board of Supervisors for the County of Contra Costa does hereby approve the request to update the hours of operation for the Library to the hours shown in the attached table (Table A); and BE IT FURTHER RESOLVED that this Resolution supersedes and replaces Resolution 2018/476, which was adopted by the Board on September 11, 2018. Contact: Walt Beveridge 925-608-7730 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stephanie Mello, Deputy cc: C.107 RECOMMENDATION(S): DECLARE Angela de Fremery a Boardmember "Appointed in Lieu of Election" for the August 27, 2019 Special Election to the Knightsen Town Community Services District effective June 18, 2019 for a term ending December 31, 2020. FISCAL IMPACT: None BACKGROUND: Elections Code section 10515 requires that candidates who filed for an office for which the number of candidates is equal to or less than the number required to be elected, be "Appointed in Lieu of Election" by the Board of Supervisors as if they were elected. CONSEQUENCE OF NEGATIVE ACTION: The Boardmember will not be sworn in as provided by law. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Rosa Mena, 925.335.7806 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stephanie Mello, Deputy cc: C.108 To:Board of Supervisors From:Joseph E. Canciamilla, Clerk-Recorder Date:June 18, 2019 Contra Costa County Subject:DECLARE Candidate "Appointed in Lieu of Election" RECOMMENDATION(S): APPROVE and AUTHORIZE the Employment and Human Services Director, or designee, to submit to the California Department of Community Services and Development the County's 2020-2021 Community Action Plan to ameliorate poverty and increase self-sufficiency efforts for impacted Contra Costa County residents. FISCAL IMPACT: There is no direct fiscal impact. The State of California will prepare and distribute a Community Services Block Grant (CSBG) contract for Contra Costa County once the State receives notice of its 2020 allocation. BACKGROUND: The 2020-21 Community Action Plan (CAP) was developed with input from Contra Costa County residents, Department staff and clients along with the County's Economic Opportunity Council (EOC). The EOC reviewed and approved the CAP at its regular meeting, on June 13, 2019. The CAP guides the CSBG program operated by the Community Services Bureau of the Employment and Human Services Department. Approval of the CAP by the Board of Supervisors will allow the document to move forward for State approval. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: CSB (925) 681-6308 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stephanie Mello, Deputy cc: Nancy Sparks, Christina Reich C.109 To:Board of Supervisors From:Kathy Gallagher, Employment & Human Services Director Date:June 18, 2019 Contra Costa County Subject:Authorization to submit 2020-2021 Community Action Plan to the State of California BACKGROUND: (CONT'D) Once approved, the State will generate a CSBG contract with the County for designated CSBG funds, which is based on County poverty data. The needs assessment is a process used to determine unmet needs of low-income individuals, families, and communities. The needs assessment informs CSBG eligible entities how to utilize CSBG funds to meet the needs of low-income persons in their service areas in accordance with the assurances in the CSBG Act. The CSBG contract will provide continuing funds for CSBG self-sufficiency programs and emergency services for eligible county individuals and families. Funding will be determined by the State upon its receipt of notice of the federal CSBG allocation for California for 2020. CONSEQUENCE OF NEGATIVE ACTION: If not approved, the County will not have the basis to receive CSBG funding in the 2020 program year. ATTACHMENTS Community Action Plan 1 | P a g e 2020-2021 Community Action Plan California Department of Community Services and Development Community Services Block Grant 2 | P a g e Contents Purpose .................................................................................................................................................................................. 3 Compliance with CSBG Organizational Standards .......................................................................................................... 3 State Assurances ................................................................................................................................................................ 3 Federal Assurances and Certification .............................................................................................................................. 3 2020/2021 Community Action Plan Checklist ................................................................................................................... 4 Cover Page and Certification ................................................................................................................................................ 5 Vision and Mission Statement .............................................................................................................................................. 6 Tripartite Board of Directors ................................................................................................................................................ 7 Documentation of Public Hearing(s) ................................................................................................................................... 8 Community Needs Assessment ............................................................................................................................................ 9 Community Needs Assessment Process ............................................................................................................................ 10 Community Needs Assessment Results ............................................................................................................................. 15 Service Delivery System ...................................................................................................................................................... 18 Linkages and Funding Coordination .................................................................................................................................. 21 Monitoring ........................................................................................................................................................................... 30 Data Analysis and Evaluation ............................................................................................................................................. 34 Appendix A ........................................................................................................................................................................... 35 Organizational Standards ............................................................................................................................................... 35 Appendix B ........................................................................................................................................................................... 37 State Assurances .............................................................................................................................................................. 37 Appendix C ........................................................................................................................................................................... 38 Federal Assurances and Certification ............................................................................................................................ 38 Appendices (Optional) ........................................................................................................................................................ 41 3 | P a g e Purpose The Community Action Plan (CAP) serves as a two (2) year roadmap demonstrating how Community Services Block Grant (CSBG) agencies plan to deliver CSBG services. The CAP identifies and assesses poverty related needs and resources in the community and establishes a detailed plan, goals and priorities for delivering those services to individuals and families most affected by poverty. CSBG funds may be used to support activities that assist low-income families and individuals, homeless families and individuals, migrant or seasonal farm workers and elderly low-income individuals and families by removing obstacles and solving problems that block the achievement of self‐sufficiency. Community Action Plans must comply with Organizational Standards and state and federal laws, as outlined below. Compliance with CSBG Organizational Standards As described in the Office of Community Services (OCS) Information Memorandum (IM) #138 dated January 26, 2015, CSBG agencies will comply with implementation of the Organizational Standards. CSD has identified the Organizational Standards that provide guidance for the development of a comprehensive Community Needs Assessment. The following is a list of Organizational Standards that will be met upon completion of the CAP and CNA. This section is informational only, and narrative responses are not required in this section. Agencies are encouraged to utilize this list as a resource when completing Organizational Standards annually (Appendix A). State Assurances As required by the CSBG Act, Public Law 105-285, states are required to submit a state plan as a condition to receive funding. Information provided in the CAP by agencies is included in California’s State Plan. Alongside Organizational Standards, the state will be reporting on State Accountability Measures in order to ensure accountability and improve program performance. The following is a list of state assurances that will be met upon completion of the CAP. This section is informational only, and narrative responses are not required in this section (Appendix B). Federal Assurances and Certification Public Law 105-285, s. 676(b) establishes federal assurances agencies are to comply with. CSD, in its state plan submission, provides a narrative describing how the agencies in California will comply with the assurances. By completing and submitting this Community Action Plan, your agency certifies that it will comply with all Federal Assurances and any other laws, rules, and statutes in the performance of the activities funded through this grant. (Federal Assurances can be found in the CSBG Act Section 676) The following is a list of federal assurances that will be met upon completion of the CAP. This section is informational only, and narrative responses are not required in this section (Appendix C). 4 | P a g e 2020/2021 Community Action Plan Checklist The following is a check list of the components to be included in the CAP. The CAP is to be received by CSD no later than June 30, 2019: ☒ Cover Page and Certification ☒ Vision Statement ☒ Mission Statement ☒ Tripartite Board of Directors ☒ Documentation of Public Hearing(s) ☒ Community Needs Assessment ☒ Community Needs Assessment Process ☒ Community Needs Assessment Results ☒ Service Delivery System – Submitted during the On-site monitoring process on 2/25/2019 ☒ Linkages and Funding Coordination – Submitted during the On-site monitoring process on 2/25/2019 ☒ Monitoring - Submitted during the On-site monitoring process on 2/25/2019 ☒ Data Analysis and Evaluation - Submitted during the On-site monitoring process on 2/25/2019 ☒ Appendices (Optional) COMMUNITY SERVICES BLOCK GRANT (CSBG) 5 | P a g e 2020/2021 Program Year Community Action Plan Cover Page and Certification Submission Date: June 30th 2019 Agency Contact Person Regarding the Community Action Plan: Name: Christina Reich / Nancy Sparks Title: Division Manager / Comprehensive Services Manager Phone: 925-681-6308 Email: nsparks@ehsd.cccounty.us Certification of Community Action Plan and Assurances The undersigned hereby certify that this agency complies with the Assurances and Requirements of this FFY 2020/2021 Community Action Plan (CAP) and the information in this CAP is correct and has been authorized by the governing body of this organization. Supervisor Gioia Board Chair (printed name) Board Chair (signature) Date Kathy Gallagher Executive Director (printed name) Executive Director (signature) Date Certification of ROMA Trainer (If applicable) The undersigned hereby certifies that this organization’s Community Action plan and strategic plan document the continuous use of the full Results Oriented Management and Accountability (ROMA) cycle or comparable system (assessment, planning, implementation, achievement of results, and evaluation). NCRT/NCRI (printed name) NCRT/NCRI (signature Date CSD Use Only: Date CAP Received: Date Accepted: Accepted By: 6 | P a g e Vision and Mission Statement Enter narrative responses in the text box below. Text box will expand as narrative is entered. The boxes have been formatted to 12-point Arial font with 1.5 spacing. Do not alter the font or spacing. Answers must address the following: 1. Vision Statement Provide your agency’s Vision Statement below Contra Costa County will continue to be a thriving community where all individuals and families can be healthy, safe, secure and self -sufficient. 2. Mission Statement Provide your agency’s Mission Statement below: The Economic Opportunity Council (EOC) Mission Statement: The Mission of the Economic Opportunity Council, the Community Action Agency of Contra Costa County is to arm the community with hope, knowledge, resources, and voice. Through our advocacy, inclusion and influence, we promote pathways out of poverty to unbar the doors to full participation and self - sufficiency. 7 | P a g e Tripartite Board of Directors (Organizational Standards 5.1, 5.2, CSBG Act Section676(b) (10)) Section 676B of the Community Services Block Grant Reauthorization Act of 1998 requires that, as a condition of designation, private nonprofit entities and public organizations administer their CSBG program through tripartite boards that “fully participate in the development, planning, implementation, and evaluation of the program to serve low-income communities.” Enter narrative responses in the text box below. Text box will expand as narrative is entered. The boxes have been formatted to 12-point Arial font with 1.5 spacing. Do not alter the font or spacing. Answers must address the following: 1. Describe your agency’s procedures for establishing adequate board representation under which a low-income individuals(s), community organization, religious organizations, or representative of low-income individuals that considers its organization or low-income individuals to be inadequately represented on the board (or other mechanism) of the agency to petition for adequate representation. Please place emphasis on the low-income individuals on your board. (Organizational Standards 5.2, CSBG Act Section 676(b) (10)) 1. Membership on the EOC includes the following sectors and number of representatives within sectors: a) Low-Income – 5 members, and alternate, b) Private/Non-Profit – 5 members, and c) Public Sector – 5 members (corresponding to the five supervisorial districts within the county). The public comment section, which is a mandated component of any meeting, allows any individual or anyone representing an organization with the opportunity to advocate on behalf of the low income sector, present issues within the community, or present her or his case for appealing a recommendation from the EOC regarding the selection of a low-income or private sector representative. The EOC will notify the Contra Costa County Board of Supervisors of its recommendation of any comments or appeals. All recommendations by the EOC are subject to approval by the Board of Supervisors. 2. Please describe how the individuals on your Advisory or Governing Board are involved in the decision-making process and participate in the development, planning, implementation and evaluation of programs funded under CSBG to meet the requirements listed above. (Organizational Standard 5.1) 8 | P a g e CSB is proud to have a highly engaged board that desires to be fully involved in all aspects of the Community Action Program. The work of the board is done in our subcommittees with chairpersons and staff working closely together to determine the best course of action related to decisions and activities. The chairperson of these sub-committees then bring the issues to the full board for decisions, having fully vetted the issues. This makes for a productive business meeting and allows time to vet the work at hand in a comprehensive manner. Using this process, the EOC, in collaboration with staff, carefully develops, plans, implements and evaluates the programs funded with CSBG funding. Our work is guided by a planning calendar that is created each year and the Program Services Sub-committee works hard to plan and implement all activities therein. They oversee the RFI process, including the development of the process, rating of the applications, and determination of awardees. They assist in the development and implementation of the Community Action Plan, inclusive of the public hearings. The Outreach Subcommittee brings the programs together to share implementation plans and monitors … The Governance Subcommittee oversees the by-laws and ensures they are inclusive of all matters pertaining to the effective operation of the board and also guides the work of the strategic planning process. It also considers legislation and recommends action as appropriate. The Fiscal Subcommittee oversees all financial matters in collaboration with the CSB accountant. Documentation of Public Hearing(s) California Government Code 12747(b)-(d) requires all agencies to conduct a public hearing in conjunction with their CAP. In pursuant with this Article, agencies must prepare and present the completed CAP for public review and comment. The public hearing process must be documented to include how the hearing was advertised and all testimony presented by the low-income and identify whether the concerns expressed by that testimony are addressed in the CAP. The agency shall conduct at least one public hearing and provide for a public comment period. Note: Public hearing(s) shall not be held outside of the service area(s) 1. The agency has made (or will make) the plan available for review using the following process: Public Hearing Location: 2210 Gladstone Drive, Pittsburg, CA 94565, 500 Ellinwood Drive, Pleasant Hill, CA 94523, 9 | P a g e 1470 Civic Court Suite 200, Concord, CA 94520, 1968 Rumrill Blvd. San Pablo, CA 94806 Public Comment Period Inclusive Dates for Comment: When and where was/will be the Public Hearing Notice(s) published or posted? List the dates and where below: *Submit a copy of published notice(s) with the CAP Application for documentation purposes Community Needs Assessment Public law 105‐285 requires the state to secure from each agency, as a condition to receive funding, a CAP which includes a Community Needs Assessment (CNA) for the community served. Additionally, state law requires each CSBG agency to develop a CAP that assess poverty-related needs, available resources, feasible goals and strategies, and that yields program priorities consistent with standards of effectiveness established for the program (California Government Code 12747(a)). As part of the CNA process, each organization will analyze both qualitative and quantitative data to provide a comprehensive “picture” of their service area. To assist the collection of quantitative data, CSD has provided a link to a dashboard with the latest Census data with easily available indicators at the county level. Date Where (name of newspaper, website, or public place posted) 2/21/19 1470 Civic Court Concord, CA 94520-Building 2/21/19 EHSD.org Website 2/21/19 Contra Costa County Website 2/22/19 Contra Costa County Community Action Facebook page 4/12/19 2210 Gladstone Drive, Pittsburg, CA 94565 – Building 4/12/19 St. Vincent de Paul e-blast 4/18/19 County Press Release 4/12/19 500 Ellinwood Dr., Pleasant Hill, CA 94523 - Building 4/26/19 1968 Rumrill Blvd., San Pablo, CA 94804 – Building 10 | P a g e https://public.tableau.com/profile/benjamin.yeager#!/vizhome/Cap_Assessment/CAPData The link gives agencies access to the five-year American Community Survey (ACS) data for every county in the state. By clicking on a county, the user will have access to quantitative data such as the poverty rate, median income information, and unemployment rate. Helpful Resources United States Census Bureau Poverty Data click here State of California Department of Justice Statistics by City and County click here U.S. Department of Housing and Urban Development Homelessness Assistance click here Employment Development Department Unemployment Insurance Information by County click here California Department of Education Facts about California Schools Using DataQuest click here California Department of Public Health Statistical Data click here Bureau of Labor Statistics Labor Data click here California Department of Finance Various Projections/ Estimates click here Community Action Partnership Community Action guide to develop a CNA click here A Comprehensive Community Needs Assessment (CCNA) Tool Statistical Data to assist CNA development click here Community Needs Assessment Process (Organizational Standards 1.1, 1.2, 1.3, 2.2, 3.2, 3.3, 3.4, 3.5) The CNA captures the problems and conditions of poverty in the agency’s service area based on objective, verifiable data and information gathered through various sources. Identified problems and conditions must be substantiated by corroboration through pub lic forums, customer questionnaires, surveys, statistical data, evaluation studies, key informants, and/or other reliable sources. The CNA should be comprehensive and serve as the basis for the agency’s goals, and program delivery strategies as reported on the CSBG Annual Report. The CNA should describe local poverty-related 11 | P a g e needs and be used to prioritize eligible activities offered to low-income community members over the next two (2) years. Please indicate which combination of activities were used in com pleting the CNA, including when and how these activities occurred in the spaces below. If the activity was not used, please type N/A or Not Used. Focus Groups N/A Asset Mapping UC Davis CRC-ROI Analysis (Jan – Feb 2019) Surveys Used results of CoC PIT (Jan 2018); CHKS (2017); CALSCHLS (2017); Foster Care PIT (July 2018); Community Dialogue Outreach to Providers (Feb 2019); Used results of PIR Preparation (Aug – Sept 2018); Outreach to Agencies (Mar 2019) Interviews Used results of PIR Preparation (Aug – Sept 2018) Public Records Accessed data portals (USCB, CDE, EDD, CDPH, etc) (Jan – Mar 2019); Downloaded and analyzed data (Jan – Mar 2019) Date of most recent completed CNA: 03/23/2019 Date CNA approved by Tripartite Board (most recent): (Organizational Standard 3.5.) June 2019-by product of deliverables-CAP Your responses to the questions below should describe how the agency ensures that the CNA reflects the current priorities of the low -income population in the service area, beyond the legal requirements for a local public hearing of the CAP. Please be specific. Enter narrative responses in the text box below. Text box will expand as narrative is entered. The boxes have been formatted to 12-point Arial font with 1.5 spacing. Do not alter the font or spacing. 12 | P a g e 1. For each key sector of the community listed below, summarize the information gathered from each sector and how it was used to assess need s and resources during the needs assessment process (or other planning process throughout the year). These sectors should include at minimum: community-based organizations, faith-based organizations, private sector, public sector, and educational institutions. (Organizational Standard 2.2) Community-Based Organizations: The Community Action Agency has relationships with over 100 community-based organizations, some formal via Memoranda of Understanding and others informal via information and referral practices. We contact these organizations directly to receive data that informs the needs assessment. A Roundtable is conducted annually and information regarding housing, job training, and health services emerged as top issues. Faith-based Organizations: CSBG sub-contractors - Greater Richmond Interfaith Program and St. Vincent de Paul – along with our long-time delegate agency, First Baptist Church Head Start, provide us with the needs and interests of their clients through periodic reporting and dialogue. Here, housing, jobs and nutrition data are accumulated. Private Sector: Labor data and effective strategies to address the homelessness crisis are gathered through our partnership with the East Bay Leadership Council and provide us with balanced information such as the argument against rent control and how it is not an effective solution to prevent homelessness in the view of the private sector. We also look to our private sector EOC members for their wisdom in these areas. Public Sector: Much wisdom comes from our elected officials in county government and the staff that supports them in terms of what issues are affecting their constituents, such as creating an overarching issue of transportation and access to the priority areas that arose from the public hearings and community assessment process. Educational Institutions: The community assessment includes rich data from the county’s educational institutions and inform us of the rising number of homeless children and shed lig ht on the pockets of deep poverty in our overall wealthy county, as indicated by the free and reduced school lunch data. 2. Describe the causes and conditions that contribute to poverty affecting the community in your service area. (Organizational Standard 3.4) 13 | P a g e After careful consideration of all information gathered, the tripartite board makes the following statement: The Economic Opportunity Council declares that the top factors contributing to poverty in Contra Costa County are housing & shelter, comprehensive health services, food & nutrition and employment & training. In addressing these top factors, we recognize that there are overarching issues, namely access and integration. Access refers to the compounding challenges including but not limited to transportation, language access services and identification. Integration refers to capacity, affordability and both timely and effective service delivery. 3. Describe your agency’s approach or system for collecting, analyzing, and reporting customer satisfaction data to the governing board. (Organizational Standard 1.3) The agency conducts a satisfaction survey annually in early spring. We currently collect the data on hand written surveys, which are then entered into an electronic survey program. This data is analyzed and presented to the Board of Supervisors via the agency’s monthly reporting format. The agency has purchased kiosks to go into our larger facilities to facilitate online completion. In 2020, the CSBG providers will ask their clients to conduct a four-question survey via Survey Monkey provided to them by CSB. This requirement will be written into their contract terms and conditions. 4. Describe how your agency collected and included current data spe cific to poverty and its prevalence related to gender, age, and race/ethnicity for your service area. (Organizational Standard 3.2) Data related to poverty is collected real-time via our management information system CLOUDS and from documents such as the annual Program Information Report (PIR), annual surveys, and through client characteristics in the 295 report. Data is also collected from community partners via annual reports and community assessments they have developed. Finally, data is obtained through our participation on two broad-based coalitions: Family Economic Security Partnership (FESP) and Ensuring Opportunity. 5. Briefly summarize the type of both qualitative and quantitative data collected and analyzed as part of the needs assessment process. (Organizational Standard 3.3) 14 | P a g e The Community Assessment process involves a highly collaborative assimilation of input from and engagement with numerous sources, stakeholders, community members and County staff. A wide variety of data techniques and sources are used to conduct the Commun ity Assessment. Federal and state agencies, such as the U.S. Census and the Departments of Finance, Education, and Employment Development, provide reliable and regularly updated estimates of residents and conditions that may be compared over time. Internal data sources include parent and family partnership data, parent planning sessions and self -assessment surveys. Program Information Reports (PIR) and data compiled by program managers throughout the year provide a profile of the demographics and needs of H ead Start families and children. Local committees, commissions and community -based entities that serve low income and at -risk children and families, such as First 5 Contra Costa, the United Way, CalWORKs, the County Health Department, Contra Costa County L ocal Planning Council for Child Care, and the County Office of Education, also maintain on-the -ground utilization data. Community Care Licensing reports provides information about the demand for and utilization of childcare, as well as the number and locat ion of licensed providers and childcare slots available. In collaboration with McKinney -Vento Local Education Agency Liaisons, the assessment process also helps identify the number and location of age -eligible children experiencing homelessness. Through th is compilation of community knowledge, the assessment process helps identify and communicate the emerging needs and interests of community members. It helps determine the population of eligible children and where their families live, and it describes eligi ble children and families by age, race and ethnicity, primary language, income, family size, social service needs, educational attainment, employment status, work and job training needs, health factors, nutritional needs, special educational needs, foster care status and housing needs. The assessment process also helps program planners recognize and integrate other community strengths and resources. 6. Describe how the agency analyzes information collected from low-income individuals as part of the community needs assessment process. (Organizational Standard 1.1, 1.2) Data contained in CLOUDS allows us to prepare reports from information collected from low- income individuals which is then used as part of the community assessment process. In addition, data from our subcontractors as part of the CSBG reporting requirements and data gleaned from input from low-income individuals at public hearings and from client stories at the annual Roundtable is also considered in conjunction with the data analyzed in the Community Assessment. The public hearings have been the most effective form of data collection from the low - 15 | P a g e income community. This year our public hearing to individuals being fe d by one of our- subcontractors and to an Asian community group served by another. We also had a public hearing during a Head Start Policy Council meeting. We are confident our plans are grounded in what the community needs as we have heard from them directly. Community Needs Assessment Results (Organizational Standard 3.4, 4.2, 4.3, CSBG Act Section 5.76(b)(12)) Utilize the table below to list the needs identified in your Community Needs Assessment. If additional space is needed, insert a new row. Needs Table Needs Identified Integral to Agency Mission (Yes/No) Currently Addressing (Yes/No) Agency Priority (Yes/No) Affordable Housing, shelter, services to homeless Yes Yes Yes Asthma/Air Quality Yes Yes Yes Nutrition Yes Yes Yes Domestic Abuse/Child Abuse Yes Yes Yes 16 | P a g e Underemployed families – low wages, no health insurance Yes Yes Yes Needs Identified: list the needs identified in your most recent Needs Assessment. Integral to Agency Mission: indicate yes/no if the identified need aligns with your agency mission. Currently Addressing: indicate yes/no if your agency is already addressing the identified need. Agency Priority: indicate yes/no if the identified need will be addressed either directly or indirectly. For needs marked “no” in “Agency Priority”, please describe how the gap was identified, (CNA, surveys, focus groups, etc.) and why the gap exists (Federal rules, state rules, lack of funding/resources, etc.) Explain how your agency plans to coordinate services and funding with other organizations to address these service gaps. Include how you ensure that funds are not used to duplicate services. If you will not be coordinating services to address the service gaps, please explain why. (CSBG Act Section 676b(3)(B),(5), State Assurance 12760) Not applicable – these are all agency priorities. All efforts funded either through CSBG funds or other funds of the Community Action Agency are undertaken to support efforts already underway. No new initiatives are being funded which run the risks of duplication. The RFI application includes a section asking potential subcontractors to speak to how they are leveraging other funds and efforts to avoid duplication. Refer to Needs Table. For needs marked “yes” in “Agency Priority”, please stack rank according to priority, and complete the table below. If additional space is needed, insert a new row. Priority Ranking Table Agency Priorities Description of programs/services /activities Community/Family & Individual Indicator/Service Category (CNPI, FNPI, SRV) 1. Housing-Shelter Emergency Shelter, Affordable housing Family & Individual level FNPI 2.Comprehensive Health Services Mental Health Services, Medical assistance, Health screenings Family and Individual level FNPI 3. Food-Nutrition Food/meal distribution, emergency food Family and Individual level CNPI 4.Employment-Job Training Job training programs, Internships, transitional employment Family and Individual level FNPI 17 | P a g e Agency Priorities: Stack rank your agency priorities with the top priority ranking #1. Description of programs/services/activities: Briefly describe the program, service or activity that your agency will directly provide to address the need. Identify the number of clients to be served or the number of units offered, including timeframes for each. Community/Family & Individual: Identify if the need is community, or family/individual level. Indicator/Service Category (CNPI, FNPI, SRV): Indicate which indicator or service will be reported in annual report. Refer to the Priority Ranking Table. Complete the table below to identify the reporting strategies for each Indicator/Service Category as identified in the Priority Ranking Table. If additional space is needed, insert a new row. Reporting Strategies Table Indicator/ Service Category (CNPI, FNPI, SRV) Measurement Tool Data Source, Collection Procedure, Personnel Frequency of Data Collection and Reporting FNPI List of clients names and information Applications, intake forms Annual basis FNPI List of clients names and information Applications, intake forms Annual basis CNPI List of organizations Annual report Annual basis FNPI List of clients names and information Applications, intake forms Annual basis 18 | P a g e Indicator/Service Category: Refer to Indicator/Service Category in last column of the Priority Ranking Table. Measurement Tool: Identify the type of tool used to collect or measure the outcome. Data Source, Collection Procedure, Personnel: Describe the source of data, how it is collected, and staff assigned to the task(s). Be specific and provide detail for activity both internal and external to the agency. Frequency of Data Collection and Reporting: Describe how often data is collected and reported internally and externally. Include documentation available. Service Delivery System (CSBG Act Section 676(b)(3)(A)) Enter narrative responses in the text box below. Text box will expand as narrative is entered. The boxes have been formatted to 12-point Arial font with 1.5 spacing. Do not alter the font or spacing. 1. Describe the overall Service Delivery System for services provided with CSBG funds and describe how your agency’s services enhance and/or differ from those offered by other providers, i.e. bundled services– please include specific examples.f CSBG Service Delivery System offers programs that target individual, family and community needs associated with the issues of poverty within communities in Contra Costa County. The service delivery broadly falls into three categories: 1. In Crisis or Immediate Need- These are food and emergency shelter needs and may sometimes involve domestic violence/healthcare needs. 2. At Risk- These individuals require assistance with CalWORKs, CalFresh, permanent housing/Section 8 or transitional shelter, childcare to look for work or for attending school leading to work and Health care/Medi-Cal assistance 3. Semi stable/stable- Here the family has a few barriers and is making good progress towards self-sufficiency. Here the services needed are childcare, employment coaching/assistance and long term permanent housing, and LIHEAP. CSB, through its direct programs and by working collaboratively with its community partners, is able to use this service delivery method to address needs according to this triage approach. 19 | P a g e 2. Please describe the agency’s service delivery system. Include a description of your client intake process or system. Also specify whether services are delivered via direct services or subcontractors, or a combination of both. Direct Services: Our intake systems for our directly operated program for childcare, energy assistance, and job- training are guided by a “no-wrong door” approach whereby we will accept applications for services at any of our locations, and by any method. We have online applications, print applications and a bilingual hotline (toll free in with one in each area code in the county). We take referrals from many community-based programs and government agencies as well. Once an application is received, it is assigned to a specific point of contact to establish eligibility and then process for services. All of these processes are automated. Sub-contractor Services: With the exception of the Student Intern Program, all CSBG funded programs are delivered via subcontractors. Each of them have different intake processes that are multi -lingual and, for the most part, automated. CSB is in to process of working with each subcontractor to establish two-way referral systems between directly operated program and subcontracted program. 3. Please list your agency’s programs/services/activities funded by CSBG, including a brief description, why these were chosen, how they relate to the CNA, and indicate the specific type of costs that CSBG dollars will support (examples: staff salary, program support, case mgmt., T/TA, etc.) CSB operates a paid, on-the-job training program directly funded, in part, with CSBG funds in response to the need to equip residents with skills that enable them to obtain jobs that provide a living wage with benefits, in direct response to the needs as presented in the CNA. All other program are selected using an Request for Interest process directly related to the priority needs as established by the EOC in response to the CNA. Currently, these program are:  Bay Area Community Resources: Provides a violence prevention program to East County at-risk youth. CSBG funding supports staff salaries and program costs.  Contra Costa Clubhouse: Provides peer support and vocational training for residents diagnosed with serious mental illness who have multiple barriers to gaining and maintaining competitive employment. CSBG funding supports staff salary and program cost.  Contra Costa Health Services: Provides safe, no cost shelter, food, clothing, and a full 20 | P a g e array of services in Calli House including family counseling, and case management services to youth ages 18-24 years. CSBG funding supports program costs.  Greater Richmond Interfaith Program (GRIP): Provides homeless diversion intervention, emergency family shelter placement, housing readiness and navigation, daily meal program, and access to basic needs to clients. CSBG funding supports staff salaries and program costs.  Lao Family Community Development Inc.: Provides a “one-stop” service model, connecting individuals to a variety of bundled and integrated services to clients to obtain and retain employment. CSBG funding supports staff salaries and program costs.  Loaves and Fishes of Contra Costa: Provides hot meals and a food pantry that include Fresh Produce Access services for low-income clients. CSBG funding supports program cost and staff salary.  Monument Crisis Center: Provide safety net wrap-around services for at-risk, low-income county residents including nutritious food, health, education and wellness activities. CSBG funding supports staff salaries and program cost.  Opportunity Junction: Provides job training and placement program (JTPP) to low- income residents with multiple employment barriers. CSBG funding supports staff salaries and program cost.  Shelter Inc.: Provides 24-hour staffed emergency shelter accommodations to low-income homeless adults and children. CSBG funding supports staff salaries and program costs.  St. Vincent de Paul: Provides employment and training for unemployed residents who are experiencing barriers-to-employment. CSBG funding supports staff salaries and program cost/salaries.  STAND! For Families Free of Violence: Provides emergency shelter and residential services designed specifically to address the safety and healing needs of domestic violence survivors and their children. CSBG funding supports staff salaries and program cost/salaries.  White Pony Express: Provides perishable and non-perishable food to thirteen community nonprofit organizations through their Food Rescue and Recovery program. CSBG funding supports program costs. 21 | P a g e Linkages and Funding Coordination (Organizational Standards 2.1-2.4) (CSBG Act Section 676b(1)(B), (1)(C), (3)(C), (3)(D), (4), (5), (6), (9)) (State Assurance 12747, 12760, 12768) Enter narrative responses in the text box below. Text box will expand as narrative is entered. The boxes have been formatted to 12-point Arial font with 1.5 spacing. Do not alter the font or spacing. Answers must address the following: (please be specific) 1. Describe how your agency coordinates funding with other providers in your service area. If there is a formalized coalition of social service providers in your service area, please list the coalitions by name, who participates, and methods used by the coalition to coordinate services/funding. (Organizational Standard 2.1, CSBG Act Section 676(b)(1)(C),(3)(C)) The EOC and CSB coordinates funding with public and non-profit agencies through a Request for Information (RFI) process to serve the needs of low-income residents. As listed in item #3, it is through those partnership we ensure CSBG funding continues to support the already successful programs that are vital to our most vulnerable population. Successful methods used by our subcontractors to coordinate services is through the initial referral process where clients are screened and assessed while working collaboratively with organizations within the consortium to ensure clients are provided with the vital services they are lacking. Another method used by our subcontractors to coordinate services and funding is by delivering food at the partner agencies that provide dining halls for residents. This allows our subcontractors to leverage funding to best meet the needs of the community. Several coalitions and advisory groups attending by staff and board members help to inform our conclusions of needs and best practices in our communities when responding to the needs of our low-income community. They are:  Family Economic Security Partnership – EOC Chair and CSBG Program Manager attends.  Ensuring Opportunity – CSBG Program Director attends and is on leadership team.  Head Start Policy Council – EOC Vice Chair attends  Head Start Health and Nutrition Advisory Council – CSBG Program Director attends. There is no CSBG funding currently attached to these efforts. 22 | P a g e 2. Provide information on any memorandums of understanding and/or service agreements your agency has with other entities regarding coordination of services/funding. (Organizational Standard 2.1) In the spirit of cooperation and collaboration, CSB, City of Richmond Workforce Development Board and Concord (America’s Job Centers of California) AJCC Partner, have an entered into an agreement with both partners that will assist clients in the West and Central County with the following services:  Looking to find a job;  Building basic educational or occupational skills;  Earning a postsecondary certificate or degree;  Obtaining guidance on how to make career choices;  Seeking to identify and hire skilled workers.  Referral of EHSD clients for participation in AJCC Workforce development services  AJCC partner sharing of service information via brochures and/or flyers.  Provide annual cross-training for AJCC staff regarding Contra Costa EHSD Services, policies, and procedures. CSB also has a multitude of MOUs and Interagency Agreements that facilitate the work we do with pregnant women, children 0-5 years of age, and their families such as:  School Districts  Nurse Family Partnership  Family Development Credential  Women, Infants, and Children (WIC)  Children and Family Services  Bay Area Discovery Museum  Sweet Beginnings Family Resource Center  Regional Centers of the Bay Area  Special Education Local Planning Area 3. Describe how your agency utilizes information gathered from key sectors of the community: 23 | P a g e a. Community-Based b. Faith-Based c. Private sector (local utility companies, charitable organizations, local food banks) d. Public Sector (social services departments, state agencies e. Educational Institutions (local school districts, colleges) Describe how your agency will coordinate and partner with other organizations in your service area.(Organizational Standard 2.2, CSBG Act Section 676(b)(3)(C), (9)) a) Community-Based Organizations: The Community Action Agency has relationships with over 100 community-based organizations, some formal via Memoranda of Understanding and others informal via information and referral practices. We contact these organ izations directly to receive data that informs the needs assessment. A Roundtable is conducted annually and information regarding housing, job training, and health services emerged as top issues. We also meet regularly with members of these agencies via th e many community groups we are involved in such as those mentioned earlier but especially, FESP and Ensuring Opportunity – these very active groups have broad-based membership all gathered to fight poverty. Information is shared with the EOC and Program leadership to inform program activities. b) Faith-based Organizations: CSBG sub-contractors - Greater Richmond Interfaith Program and St. Vincent de Paul – along with our long-time delegate agency, First Baptist Church Head Start, provide us with the needs and interests of their clients through periodic reporting and dialogue. Here, housing, jobs and nutrition data are accumulated. CSB also works with the Multi-Faith Action Coalition on the Ensuring Opportunity coalition, where rich information is shared and disseminated as appropriate. c) Private Sector: Labor data and effective strategies to address the homelessness crisis are gathered through our partnership with the East Bay Leadership Council and provide us with balanced information such as the argument against rent control and how it is not an effective solution to prevent homelessness in the view of the private sector. We also look to our private sector EOC members for their wisdom in these areas. Public Sector: Much wisdom comes from our elected officials in county government and the staff that supports them in terms of what issues are affecting their constituents, such as creating an overarching issue of transportation and access to the priority areas that arose from the public hearings and community assessment process. d) Public Sector: As a public organization, CSB is able to leverage all information and resources from county, state, and federal government to address the needs of the low- income community. By virtue of being part of the county structure, our c lients can apply for 24 | P a g e the full suite of public benefits directly from our program. Data is available at our fingertips regarding health and social service needs and opportunities. e) Educational Institutions: The community assessment includes rich data from t he county’s educational institutions and inform us of the rising number of homeless children and shed light on the pockets of deep poverty in our overall wealthy county, as indicated by the free and reduced school lunch data. CSB also has an MOU with all school districts serving low- income students. This memorandum allows us to share data regarding homeless children and other issues affecting those in public school that can be address by our program before they get to school. Great prevention models exist d ue to this relationship. Our MOU with Special Education Local Planning Area (SELPA), helps us address the needs of our children with disabilities so they can be successful when they transition to public school. 4. Describe how services are targeted to low income individuals and families and indicate how staff is involved, i.e. attend community meetings, I&R, etc. Include how you ensure that funds are not used to duplicate services. (CSBG Act Section 676(b)(3)(C), 676(b)(9), State Assurance 12760) 25 | P a g e All services are targeted to low-income individuals and families by a wide dissemination of opportunities made available through CSBG funds. A Roundtable is convened early each and outreach materials are shared so that the subcontractors are advertising the services. Staff attend multiple community meetings and share this information and the county’s 211 information and referral hotline includes these programs in its offerings. CSB table as large community fairs and includes information on program. Our EOC members are excellent at sharing information at the various events and activities they are involved in and are the very best at targeting this information to the low-income community. Ensuring there is no duplication of services is of utmost importance when determining our services, which are all target to low-income individuals and families. For example, our directly job -training program is unique in the county as it is paid, includes online training in addition to on-the-job training, and leads to county employment, considered the “gold standard” in job placement circles. The Request of Information (RFI) process used to obtain request for funding explicitly requires applicants to demonstrate no duplication and leveraging of existing funds. 5. If your agency is a Migrant and Seasonal Farmworker (MSFW) agency, describe how you will coordinate plans and activities with other agencies funded by the department to avoid duplication of services and to maximize services for all eligible beneficiaries. If your agency is not a MSFW, please mark N/A. (State Assurance 12768) Our CSB Los Nogales Child Center serves migrant farm-workers families living in Contra Costa County. CSB provides meals that meet the Head Start performance standard and USDA meal guidelines. 6. Describe how your agency will leverage other funding sources and increase programmatic and/or organizational capacity. Describe your agency’s contingency plan for potential funding reductions. (State Assurance 12747) 26 | P a g e Employment and Human Services Department (EHSD) is part of a broad-based coalition called the Funders Forum that looks to private foundations for funding to ensure safety net services remain intact in the event of reduced or eliminated state and/or federal funding. The Economic Opportunity Council has also engaged the CSBG sub-contractors in advocacy efforts to prevent elimination of funding by sharing success stories and by banding together to form a cohesive group of service providers with a shared mission of serving the poor. As noted in question 4 in this section, the RFI process explicitly requires applicants to demonstrate no duplication and leveraging of existing funds. 7. Describe how your agency communicates its activities and its results to the community, including how the number of volunteers and hours are documented. (Organizational Standard 2.3, 2.4) CSB publishes an Annual Report each year that details results and activities. An annual performance report is also published by Contra Costa County that details outcomes. Our social media, Facebook and Twitter, are a vehicle for sharing good news and information as well. CSB was recently recognized for its excellent social media presence by the National Head Start Association and asked to speak on a panel of experts. Each month, the program prepares a report for the Board of Supervisors that features the work of the Community Action. Departmental and Bureau newsletters feature our work as well. In-Kind is captured by program staff via sign in sheets and donation forms and reports are generated by fiscal staff and incorporated into the Annual Program Information report. CSB always exceeds its non-federal share requirement and volunteerism is flourishing. 8. Describe how your agency will address the needs of youth in low‐income communities through youth development programs and promote increased community coordination and collaboration in meeting the needs of youth. Describe how your agency will contribute 27 | P a g e to the expansion of innovative community‐based youth development programs that have demonstrated success in preventing or reducing youth crime, such as: programs for the establishment of violence‐free zones that would involve youth development and intervention models like youth mediation, youth mentoring, life skills training, job creation, and entrepreneurship programs. (CSBG Act Section 676(b)(1)(B)) The EOC and CSB is committed to youth development by building and supporting youth employment training and educational programs in the community through Memorandums of Understanding and CSBG contracts with community organizations whose focus is on supporting at - risk youth. Our CSBG programs provide life skills, job-readiness, paid work experience, academic engagement, and intensive case management to county youth as part of afterschool and homeless programs. 9. Describe how your agency will provide employment and train ing activities. If your agency uses CSBG funding to provide employment and training services, describe the coordination of employment and training activities as defined in Section 3 of the Workforce and Innovation and Opportunity Act [29 U.S.C. 3102]. (CSBG Act Section 676(b)(5)) CSB provides a directly operated employment and job-training program using CSBG and Head Start funds. CSBG funds seven student interns who are low-income in a 12 month paid program. Once selected by an interview panel for specific job locations, the intern is placed and assigned a mentor coach and an onboarding process commences that includes soft skills training, such as professionalism training, as well training to become a clerical assistant via an evidence-based online training program called Matrix. Over the course of 6 month, the intern in trained on -the-job and via matrix and evaluated by the supervisor at the 6 month mark. If the intern is performing satisfactorily, they continue for the final 6 months where completion of Matrix and job placement occurs. Interns are also connected with the AJCCs to enhance resume writing and engage in job placement activities if they choose to work outside the county. If they wish to work inside the county, we train them to pass the test for full-time employment as a county clerk. 28 | P a g e CSBG funds are also used to fund a job-training program called Opportunity Junction. This program combines computer skills training with life skills, paid work experience, and case management in a 12-week full-time training and job placement assistance. 10. Describe how your agency will provide emergency supplies and services, nutritious foods, and related services to counteract conditions of starvation and malnutrition among low- income individuals. (CSBG Act Section 676(b)(4)) CSB and the EOC have collaborated and will continue collaborating with agencies whose mission it is to reduce hunger, promote healthy eating, and improve access and availability of fresh produce to low-income residents by providing the following:  Continue providing emergency food to low-income clients through our partners who provide emergency shelter.  Community based dining rooms where clients are welcome to hot meals, food pantry and produce.  Adult Nutritional Cooking classes and Culinary school for disadvantaged youth and adults.  Over 200,000 pounds of high quality nutritious food daily to organizations serving low- income and homeless in Contra Costa. CSB, in its activities related to Head Start and Early Head Start, provide the following:  Nutritional screening and assessment  Individual nutrition counseling by a registered dietitian  Nutrition education  Integrated nutrition curriculum 11. Describe how your agency will ensure coordination between antipoverty programs in each community in the State, and ensure where appropriate, that the emergency energy crisis intervention programs under title XVI (relating to low-income home energy assistance) are conducted in the community. (CSBG Act Section 676(b)(6)) 29 | P a g e CSB administers several Home Energy Assistance Programs designed to help low-income families and individuals better cope with the financial burden of high energy bills. These inc lude the Low Income Home Energy Assistance Program’s (LIHEAP) Heating and Energy Assistance, Fast Track emergency programs and “Weatherization” programs, and the Department of Energy (DOE) Weatherization program. The LIHEAP program provides federal financial assistance for energy bills for families and individuals whose income is below 100% of Federal Poverty guidelines, including immediate financial assistance with 48 hour shut-off notices and energy education and budget counseling services. Households applying for DOE and LIHEAP may also receive free Weatherization and energy reduction services for their homes. This includes the installation of insulation and other energy saving measures that will reduce the loss of energy from the home and can reduce mo nthly energy bills. 12. Describe how your agency will use funds to support innovative community and neighborhood-based initiatives, which may include fatherhood and other initiatives, with the goal of strengthening families and encouraging effective parenting. (CSBG Act Section 676(b)(3)(D)) The EOC and CSB supports community and neighborhood-based initiatives that include the following:  The Mobile Boutique: Thousands of items of cleaned, pressed, sorted clothing, toys and books are delivered and staged in impoverished neighborhoods in the county.  Male Involvement: participants enhanced their fathering skills and learned about the important roles they have as dad’s in their children’s lives by attending male involvement meetings and fatherhood classes based on the National Fatherhood Initiative’s 24/7 Dad Program.  English as a second Language classes – parents attended a 10 week course at our George Miller Center in Concord and received instruction to advance their English conversational skills, grammar, reading, writing, pronunciation and vocabulary.  REadingADvantage, Inc. (READ) provides in-reach services to currently incarcerated Head Start and Early Head Start parents and other loved ones by providing them with a recordable book to read to their child. 30 | P a g e Monitoring (CSBG Act Section 678D(a)(1)(B)) 1. Describe your agency’s specific monitoring activities and how they are related to establishing and maintaining the integrity of the CSBG program, including your process for maintaining high standards of program and fiscal performance. The EOC and CSB staff actively monitors and evaluates funded programs and fiscal performance. Methods used to evaluate program and services include: a) site visits by EOC and program staff, b) monitoring contracts by the Contracts and Grants Unit, c) fiscal monitoring by way of reports by the accountant to the EOC fiscal sub-committee, d) presentations by sub-contractors to the EOC that include question and answer sessions, and e) the development of next steps for action by the sub - contractor. 2. If your agency utilizes subcontractors, please describe your process for monitoring the subcontractors. Include the frequency and type (i.e., onsite, desk review, or both) 31 | P a g e The EOC partners with several different agencies in the community. CSBG Subcontractors are required to collect and report data annually using the National Performance Indicators and the Client Characteristics report. The information is evaluated, aggregated and submitted to the Department of Community Services and Development in a timely manner. Also, the Community Services Bureau Staff, the EOC Board Members, and the independent auditors conduct annual program and fiscal monitoring of the contracting agencies budget, demands, and fiscal expenditures. In addition to these methods for measuring the progress in accomplishing Contra Costa’s Community Action Agency’s goals. 3. Describe how your agency ensures that cost and accounting standards of the Office of Management and Budget (OMB) are maintained. (CSBG Act Section 678D(a)(1)(B)) CSB provides effective accounting and financial management in operating its program. It has formulated and maintained an adequate organizational structure that delineates lines of authority and responsibility; defines operational relationships; formulates lines of communication; and establishes system of internal checks and controls. The financial management structure is composed of Board of Supervisors and Auditor-Controller that formulates financial policies, approves all budgets and contracts, and reviews operations and activities; EOC Fiscal Sub- committee reviews, provides input and approves annual and supplemental budget changes; EHS/HS Director who is responsible for all financial operations of the CSB; Chief Finance Officer who is responsible to the CSB Director for all financial operations of the program; Head Start Accountant and CSBG Accountant who are responsible to the Chief Finance Officer for all financial operations of the program; All employees who follow the lines of authority on the departm ent’s organizational chart. Contra Costa County Employment and Human Services Department, Community Services Bureau adheres to the eight standards of effective financial management that has met federal regulations 32 | P a g e through the following: relates financial data to performance data and develops unit cost information whenever practical; provides accurate, current and complete disclosure of financial results; maintains records that identify source and application of funds; exercises effective control over and accountability for all funds, property, and other assets; prepares monthly comparisons of expenditures with budget; follows written procedures to minimize time between transfer and disbursement of funds; follows written procedures for determining reasonableness, allocability and allowability of costs in accordance with cost principles; and maintains accounting records that are supported by source documents. The accountant reviews all expenditure documentation for allowable cost, allowable activity, reasonableness and budget availability. In addition, the accountant performs recalculation and review of the expenditure detail report received from the County. The accountant checks for accuracy as well as for appropriate allocation of costs to the programs usin g Office of Management and Budget 45 CFR circular and other laws, regulations and information memos to ensure that costs are allowable. The accountant prepares monthly financial reports on a timely basis with each line item expense analyzed and checked fo r accuracy and classified by major categories. The monthly financial report shows year-to-date projected expenditures compared to budget. Budget variances are examined to ensure that program expenditures are within the target levels. This report is reviewed during the monthly budget meeting with senior management and is used by management in financial planning and decision-making. Together with the other program reports, the monthly financial report is submitted to the Board of Supervisors (BOS), the Eco nomic Opportunity Council (EOC), and Policy Council (PC) to maintain accountability and control program quality. The BOS sponsors an annual audit for all its accounts, books and records. Audit findings, if any, are reported to the Board and County Administrator’s Office for appropriate action. Corrective action on audit findings are immediately acted upon and implemented. CSB maintains its accountability through its effective internal control structure which is integral parts of management. These controls include various methods used to safeguard assets and assure that they are used solely for authorized purposes, ensure reliability of accounting data, comply with management policies, grant terms and conditions, and federal and state regulations. There i s a system of checks and balances to ensure accountability. Being part of the County government, CSB maintains accountability by adhering to its accounting policies and procedures that conform to Generally Accepted Accounting Principles (GAAP) and the County Administrative Bulletins. 33 | P a g e 34 | P a g e Data Analysis and Evaluation (Organizational Standards 4.3, 4.4) (CSBG Act Section 676(b)(12)) 1. Describe your methods for evaluating the effectiveness of programs and services, including the frequency of evaluations. (Organizational Standard 4.3) Subcontracting agencies providing services are required to collect and report data annually using the National Performance Indicators and the Client Characteristics report. The information is evaluated, aggregated and submitted to the Department of Commun ity Services and Development in a timely manner. Also, the Community Services Bureau Staff, the EOC Board Members, and the independent auditors conduct annual program and fiscal monitoring of the contracting agenc ies. Monitoring is conducted quarterly, focusing on different aspects of performance such as history of performance at time of selection, fiscal monitoring, contract monitoring, and program monitoring. 2. Describe how your agency ensures that updates on the progress of strategies included i n your CAP are communicated to your board annually. (Organizational Standard 4.4) On an annual basis, the EOC is updated on the success of the subcontractors through the reporting of the Annual report during the EOC business meeting. Furthermore, the EOC is updated on the status of the outcomes during the on-site visits with the subcontractors. CSB also develops the Bureau’s annual report, County’s Performance Report, and the Annual Advisory Body annual report which is also shared with our EOC on an annual basis. 35 | P a g e 3. Provide 2-3 examples of changes made by your agency to improve service delivery to enhance the impact for individuals, families, and communities with low-incomes based on an in-depth analysis of performance data. (CSBG Act Section 676(b)(12)) 1) After analyzing enrollment data over time, CSB noticed that parents were not choosing the home visitation model for the preschool-aged children. The infant-toddler home visiting program was thriving but parents of preschoolers were requesting center-based programming so we discontinued our home-based program for preschoolers and opened up several classrooms. 2) After analyzing some subcontractor expenditures and having trouble getting approval for payment by the auditors, CSB changed the way we develop servic es plans so that the auditor was pleased and the subcontractor could fully spend the contract without undergoing a lengthy contract amendment. 3) After analyzing the attendance and type of attendee at public hearings over years, CSB decided to bring the public hearing to the low-income individuals where they were congregated (ex. Free lunch program and community group meeting) instead of inviting them to come to us at a library or other public place. This was highly successful. Appendix A Organizational Standards MAXIMUM FEASIBLE PARTICIPATION CATEGORY ONE: CONSUMER INPUT AND INVOLVEMENT Standard 1.1 The organization/department demonstrates low-income individuals’ participation in its activities. Standard 1.2 The organization/department analyzes information collected directly from low-income individuals as part of the community assessment. Standard 1.3 The organization/department has a systematic approach for collecting, analyzing, and reporting customer satisfaction data to the governing board. 36 | P a g e CATEGORY TWO: COMMUNITY ENGAGEMENT Standard 2.1 The organization/department has documented or demonstrated partnerships across the community, for specifically identified purposes; partnerships include other anti-poverty organizations in the area. Standard 2.2 The organization/department utilizes information gathered from key sectors of the community in assessing needs and resources, during the community assessment process or other times. These sectors would include at minimum: community-based organizations, faith-based organizations, private sector, public sector, and educational institutions. Standard 2.3 The organization/department communicates its activities and its results to the community. Standard 2.4 The organization/department documents the number of volunteers and hours mobilized in support of its activities. CATEGORY THREE: COMMUNITY ASSESSMENT Private Agency - Standard 3.1: Organization conducted a community assessment and issued a report within the past 3- year period. Public Agency - Standard 3.1: The organization/department conducted a community assessment and issued a report within the past 3-year period, if no other report exists. Standard 3.2: As part of the community assessment the organization/department collects and analyzes both current data specific to poverty and its prevalence related to gender, age, and race/ethnicity for their service area(s). Standard 3.3: The organization/department collects and analyzes both qualitative and quantitative data on its geographic service area(s) in the community assessment. Standard 3.4: The community assessment includes key findings on the causes and conditions of poverty and the needs of the communities assessed. Standard 3.5: The governing board or tripartite board/advisory body formally accepts the completed community assessment. VISION AND DIRECTION CATEGORY FOUR: ORGANIZATIONAL LEADERSHIP Standard 4.2: The organization’s/department’s Community Action Plan is outcome-based, anti-poverty focused, and ties directly to the community assessment. Standard 4.3: The organization’s/department’s Community Action Plan and strategic plan document the continuous use of the full Results Oriented Management and Accountability (ROMA) cycle. In addition, the organization documents having used the services of a ROMA-certified trainer (or equivalent) to assist in implementation. Standard 4.4: The tripartite board/advisory body receives an annual update on the success of specific strategies included in the Community Action Plan. CATEGORY FIVE: BOARD GOVERNANCE 37 | P a g e Standard 5.1: The organization’s/department’s tripartite board/advisory body is structured in compliance with the CSBG Act Standard 5.2: The organization’s/department’s tripartite board/advisory body either has: 1. Written procedures that document a democratic selection process for low-income board members adequate to assure that they are representative of the low-income community, or 2. Another mechanism specified by the State to assure decision-making and participation by low-income individuals in the development, planning, implementation, and evaluation of programs. Appendix B State Assurances California Government Code 12747 (a): Community action plans shall provide for the contingency of reduced federal funding. California Government Code § 12760: CSBG agencies funded under this article shall coordinate their plans and activities with other agencies funded under Articles 7 (commencing with Section 12765) and 8 (commencing with Section 12770) that serve any part of their communities, so that funds are not used to duplicate particular services to the same beneficiaries and plans and policies affecting all grantees under this chapter are shaped, to the extent possible, so as to be equitable and beneficial to all community agencies and the populations they serve. California Government Code §12768: Migrant and Seasonal Farmworker (MSFW) entities funded by the department shall coordinate their plans and activities with other agencies funded by the department to avoid duplication of services and to maximize services for all eligible beneficiaries. 38 | P a g e Appendix C Federal Assurances and Certification CSBG Services 676(b)(1)(A) The State will assure “that funds made available through grant or allotment will be used – (A) to support activities that are designed to assist low‐income families and individuals, including families and individuals receiving assistance under part A of title IV of the Social Security Act (42 U.S.C. 601 et seq.), homeless families and individuals, migrant or seasonal farm workers and elderly low‐income individuals and families, and a description of how such activities will enable the families and individuals— (i) to remove obstacles and solve problems that block the achievement of self‐sufficiency, (including self‐ sufficiency for families and individuals who are attempting to transition off a State program carried out under part A of title IV of the Social Security Act); (ii) secure and retain meaningful employment; (iii) attain an adequate education, with particular attention toward improving literacy skills of low‐income families in the communities involved, which may include carrying out family literacy initiatives; 39 | P a g e (iv) make better use of available income; (v) obtain and maintain adequate housing and a suitable environment; (vi) obtain emergency assistance through loans, grants or other means to meet immediate and urgent family individual needs; and (vii) achieve greater participation in the affairs of the communities involved, including the development of public and private grassroots partnerships with local law enforcement agencies, local housing authorities, private foundations, and other public and private partners to; (I) document best practices based on successful grassroots partnerships with local law enforcement agencies, local housing authorities, private foundations, and other public and private partners to; (II) strengthen and improve relationships with local law enforcement agencies, which may include participation in activities such as neighborhood or community policing efforts; Needs of Youth 676(b)(1)(B) The State will assure “that funds made available through grant or allotment will be used- (B) to address the needs of youth in low-income communities through youth development programs that support the primary role of the family, give priority to the prevention of youth problems and crime, and promote increased community coordination and collaboration in meeting the needs of youth, and support development and expansion of innovative community-based youth development programs that have demonstrated success in preventing or reducing youth crime, such as -- (i) programs for the establishment of violence-free zones that would involve youth development and intervention models (such as models involving youth mediation, youth mentoring, life skills training, job creation, and entrepreneurship programs); and (ii) after-school child care programs; Coordination of Other Programs 676(b)(1)(C) The State will assure “that funds made available through grant or allotment will be used to make more effective use of, and to coordinate with, other programs related to the purposes of this subtitle (including State welfare reform efforts Eligible Entity Service Delivery System 676(b)(3)(A) a description of the service delivery system, for services provided or coordinated with funds made available through grands made under section 675C9(a), targeted to low-income individuals and families in communities within the State Eligible Entity Linkages – Approach to Filling Service Gaps 676(b)(3)(B) a description of “how linkages will be developed to fill identified gaps in the services, through the provision of information, referrals, case management, and follow up consultations.” 40 | P a g e Coordination of Eligible Entity Allocation 90 Percent Funds with Public/Private Resources 676(b)(3)(C) a description of “how funds made available through grants made under 675C(a)will be coordinated with other public and private resources.” Eligible Entity Innovative Community and Neighborhood Initiatives, Including Fatherhood/Parental Responsibility 676(b)(3)(D) a description of “how the local entity will use the funds [made available under 675C(a)] to support innovative community and neighborhood-based initiatives related to the purposes of this subtitle, which may include fatherhood initiatives and other initiatives with the goal of strengthening families and encouraging parenting.” Eligible Entity Emergency Food and Nutrition Services 676(b)(4) “An assurance that eligible entities in the State will provide, on an emergency basis, for the provision of such supplies and services, nutritious foods, and related services, as may be necessary to counteract conditions of starvation and malnutrition among low-income individuals.” State and Eligible Entity Coordination/linkages and Workforce Innovation and Opportunity Act Employment and Training Activities 676(b)(5) “An assurance that the State and eligible entities in the State will coordinate, and establish linkages between, governmental and other social services programs to assure the effective delivery of such services, and [describe] how the State and the eligible entities will coordinate the provision of employment and training activities, as defined in section 3 of the Workforce Innovation and Opportunity Act, in the State and in communities with entities providing activities through statewide and local workforce development systems under such Act.” State Coordination/Linkages and Low-income Home Energy Assistance 676(b)(6) “An assurance that the State will ensure coordination between antipoverty programs in each community in the State, and ensure, where appropriate, that emergency energy crisis intervention programs under title XXVI (relating to low-income home energy assistance) are conducted in such community.” Coordination with Faith-based Organizations, Charitable Groups, Community Organizations 676(b)(9) “An assurance that the State and eligible entities in the State will, to the maximum extent possible, coordinate programs with and form partnerships with other organizations serving low-income residents of the communities and members of the groups served by the State, including religious organizations, charitable groups, and community organizations.” 41 | P a g e Eligible Entity Tripartite Board Representation 676(b)(10) “An assurance that “the State will require each eligible entity in the State to establish procedures under which a low-income individual, community organization, or religious organization, or representative of low-income individuals that considers its organization, or low-income individuals, to be inadequately represented on the board (or other mechanism) of the eligible entity to petition for adequate representation.” Eligible Entity Community Action Plans and Community Needs Assessments 676(b)(11) “An assurance that the State will secure from each eligible entity in the State, as a condition to receipt of funding by the entity through a community services block grant made under this subtitle for a program, a community action plan (which shall be submitted to the Secretary, at the request of the Secretary, with the State plan) that includes a community-needs assessment for the community served, which may be coordinated with community-needs assessments conducted for other programs.” State and Eligible Entity Performance Measurement: ROMA or Alternate system 676(b)(12) “An assurance that the State and all eligible entities in the State will, not later than fiscal year 2001, participate in the Results Oriented Management and Accountability System, another performance measure system for which the Secretary facilitated development pursuant to section 678E(b), or an alternative system for measuring performance and results that meets the requirements of that section, and [describe] outcome measures to be used to measure eligible entity performance in promoting self-sufficiency, family stability, and community revitalization.” Appendices (Optional) All appendices should be labeled as an appendix (i.e., Appendix A: Community Survey Results) and submitted with the CAP. RECOMMENDATION(S): APPROVE the 2019/2020 North Richmond Waste and Recovery Mitigation Fee Expenditure Plan (Exhibit A), identifying the activities authorized to be funded with Mitigation Fee revenue and respective funding allocations for the period July 1, 2019 through June 30, 2020, as recommended by the North Richmond Waste and Recovery Mitigation Fee Joint Expenditure Planning Committee. FISCAL IMPACT: The proposed action will not have an impact on the County’s General Fund. Mitigation Fee revenue is used to cover the costs incurred by the County and City for any eligible activities authorized to be funded under the applicable North Richmond Waste and Recovery Mitigation Fee Expenditure Plan approved by the County and City of Richmond. Each annual Expenditure Plan includes a contingency line item in the budget to serve as a cushion that should be sufficient to account for any potential revenue shortfall. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Justin Sullivan, (925) 674-7812 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stephanie Mello, Deputy cc: C.110 To:Board of Supervisors From:John Kopchik, Director, Conservation & Development Department Date:June 18, 2019 Contra Costa County Subject:2019/2020 North Richmond Waste and Recovery Mitigation Fee Expenditure Plan BACKGROUND: New Expenditure Plans and/or modifications to existing Expenditure Plans (Amended Expenditure Plan) must be approved by both the County Board of Supervisors and Richmond City Council to officially authorize use of North Richmond Waste and Recovery Mitigation Fee funding. The purpose of this North Richmond Mitigation Fee (NRMF) is to mitigate designated impacts resulting from the County and City approved land use permits for the expanded Bulk Material Processing Center (BMPC) located in North Richmond. Summary of Recommended 2019/2020 Expenditure Plan At the NRMFC meeting on May 31, 2019, the Committee voted to recommend that the County Board of Supervisors and Richmond City Council approve a 2019/2020 Expenditure Plan that allocates funding from July 1, 2019 through June 30, 2020. The recommended 2019/2020 Expenditure Plan attached (Exhibit A) increases the amount funded for surveillance cameras (Strategy 7), decreases the dollar amount for Community-Based Projects (Strategy 9), increases the amount allocated for committee administration/staffing (for City and County staff costs associated with the Committee as well as oversight of Expenditure Plan implementation/reporting) and decreases the contingency proportionally (10% of the amount of projected revenue). All other strategy-specific funding allocations remain unchanged. Specific non-profit organizations and public agencies were selected for funding under Strategies 9 and 12 based on a Request for Funding Proposal process conducted in early 2018. The non-profits and agencies selected as a result of the process used for the 2018-19 Expenditure Plan are also recommended for funding in 2019-2020 as shown in Attachments 2 and 3 of the Expenditure Plan attached as Exhibit A. The one exception being there is one less project recommended for funding because a non-profit organization withdrew their project, which accounts for the reduced funding amount recommended to be allocated to Community-Based Projects (Strategy 9). CONSEQUENCE OF NEGATIVE ACTION: If the recommended 2019/2020 Expenditure Plan is not approved by the Board of Supervisors and the Richmond City Council prior to July 1, 2019, the previously approved strategies (activities) could not be funded with NRMF revenue in which case, most if not all, may cease being implemented. ATTACHMENTS Exhibit A: 2019-20 North Richmond Waste & Recovery Mitigation Fee Expenditure Plan North Richmond Waste & Recovery Mitigation Fee 2019/2020 Expenditure Plan The Waste & Recovery Mitigation Fee was established as a result of the Draft Environmental Impact Report (EIR) dated November 2003 for the WCCSL Bulk Materials Processing Center (BMPC) and Related Actions (Project). The Project involved new and expanded processing and resource recovery operations on both the incorporated and unincorporated area of the Project site, which the EIR concluded would impact the host community. To mitigate this impact Mitigation Measure 4-5 called for a Mitigation Fee to benefit the host community, described as follows: “Mitigation Fee. The facility operator shall pay a Mitigation Fee of an amount to be determined by the applicable permitting authority(ies) to defray annual costs associated with collection and disposal of illegally dumped waste and associated impacts in North Richmond and adjacent areas. The mitigation fee should be subject to the joint-control of the City and County and should be collected on all solid waste and processible materials received at the facility consistent with the existing mitigation fee collected at the Central IRRF.” In July 2004, the City of Richmond and Contra Costa County entered into a Memorandum of Understanding (MOU) agreeing to jointly administer Mitigation Fee monies collected from the BMPC for the benefit of the incorporated and unincorporated North Richmond area. This North Richmond Waste & Recovery Mitigation Fee Joint Expenditure Planning Committee (Committee) was formed pursuant to the terms of the MOU for the specific purpose of preparing a recommended Expenditure Plan. This Expenditure Plan provides a means to jointly administer the Mitigation Fee funding for the benefit of the host community, as described in the EIR. The Expenditure Plan is subject to final approval of the Richmond City Council and the Contra Costa County Board of Supervisors. By approving this Expenditure Plan, the City Council and Board of Supervisors authorize the use of Mitigation Fee funding for only the purposes and in the amounts specified herein. The City and County have each designated their respective staff persons responsible for administering the development and implementation of the approved Expenditure Plan, which includes responsibility for drafting and interpreting Expenditure Plan language. However, the City and County have not delegated to the Committee or to staff the authority to expend funding for purposes not clearly identified in the Expenditure Plan document officially approved by their respective decision-making bodies. Activities which can be funded in this Expenditure Plan period with the Mitigation Fee amounts specified within this Expenditure Plan are described herein as “Strategies” or “Staff Costs”. Strategies are categorized as either “Core Services” or “Supplemental Enhancements”. Core Services includes the higher funding priority strategies that most directly address the intended purpose of this City/County approved Mitigation Fee, “to defray annual costs associated with collection and disposal of illegally dumped waste and associated impacts in North Richmond”. All references to the “Mitigation Fee Primary Funding Area” or “Mitigation Fee Funding Area” pertain to the geographic area shown in the attached map (Attachment 4). Expenditure Plan Period: July 1, 2019 - June 30, 2020 (unless otherwise specified herein) 2019/2020 Expenditure Plan - North Richmond Waste & Recovery Mitigation Fee - Page 2 of 12 - BUDGET The funding allocation amounts included in this document apply to the Expenditure Plan Period specified on the first page unless otherwise specified herein. The total amount of funding allocated in the Expenditure Plan Budget is based on revenue projections provided by the BMPC operator, Republic Service, which are dependent upon multiple variables (e.g. number of tons of recovered materials vs. solid waste, per ton gate rate charged and amount of CPI- adjusted per ton Mitigation Fee). Actual Mitigation Fee revenue may deviate from revenue projections provided by Republic and used to prepare this Budget. A “Contingency” line item is included in the Budget to help accommodate variations between projected and actual revenue. Excess funding allocated to strategies and not expended by the end of each Expenditure Plan period is treated as “roll-over” funding for reallocation in a subsequent Expenditure Plan period. The Budget includes some line items that are based on fixed costs, however there are other line items which are scalable and/or dependent on utilization thereby providing flexibility to reallocate amounts if and when a significant need is identified. Allocated funding may remain unspent due to under-utilization of a particular program. If the amount allocated to a particular line item is determined to exceed needs based upon usage, the remaining funding can only be reallocated by officially amending the Expenditure Plan. This Expenditure Plan may only be adjusted upon official action taken by both the City and County. Although there has been some interest in allowing flexibility for staff to adjust funding allocations under specific circumstances, the authority to approve or modify the Expenditure Plan rests solely with the City Council and Board of Supervisors. Annual fiscal year Expenditure Plan cycle is expected to reduce margin of error of Mitigation Fee revenue projects, streamline financial reconciliation/budgeting process and minimize need to amend Expenditure Plans mid-cycle. Amending Expenditure Plans involve administrative burden and costs due to the joint approval needed from both the Richmond City Council and County Board of Supervisors. In order to minimize the amount of funding needed to cover staff costs incurred to amend the Expenditure Plan, staff will only recommend changes to the Expenditure Plan when necessary to address a significant and time-sensitive need. 2019/2020 Expenditure Plan - North Richmond Waste & Recovery Mitigation Fee - Page 3 of 12 - #Expenditure Plan (EP) Strategy (EP Cycle: July 1, 2019 thru June 30, 2020) Recommended Allocations 1 Bulky Item Pick-ups & Disposal Vouchers 2,000.00$ 2 Neighborhood Clean-ups 30,000.00$ 3 Prevention Services Coordinator 50,726.75$ 4 City/County Right-of-Way Pick-ups 30,000.00$ 5 Code Enforcement - County 102,056.22$ 6 Illegal Dumping Law Enforcement 195,349.22$ 7 Surveillance Cameras 12,000.00$ 8 Community Services Coordinator $ 90,909.09 9 Community-Based Projects (See Attachment 2)142,981.09$ 10 North Richmond Green Community Service Programs 20,042.00$ 11 North Richmond Green Campaign 10,500.00$ 12 Neighborhood Community Garden Projects (See Attachment 3)46,733.25$ Contingency (10% of Projected Revenue)76,459.10$ Subtotal (without Committee Staffing) 809,756.72$ X Committee Administration/Staffing 109,246.17$ Total Projected Revenue in 2019/20 (July 1, 2019 thru June 30, 2020) 764,591.00$ 154,411.89$ 919,002.89$ Core ServicesSupplemental EnhancementsRoll-over Funding from Prior EP Cycle(s) Total 2019/20 Expenditure Plan Budget 2019/2020 Expenditure Plan - North Richmond Waste & Recovery Mitigation Fee - Page 4 of 12 - DESCRIPTION OF STRATEGIES RECOMMENDED FOR FUNDING Funding allocation amounts for each strategy are specified in the Budget table on page 3. The following Strategies describe the activities allowed to be funded with the amounts allocated to each in the Budget (associated allowable agency staff costs are described in the Staff Costs section). Strategies are grouped based on relative funding priority levels and the “Core Services” category contains higher priority Strategies than the “Supplemental Enhancements” category. Higher funding priority Strategies are those which best address the Fee’s intended purpose, “to defray annual costs associated with collection and disposal of illegally dumped waste and associated impacts in North Richmond”) and “Supplemental Enhancements”. Level 1 Priority - PRIMARY CORE SERVICES STRATEGIES  1 - Bulky Item Pick-ups & Disposal Vouchers  2 - Neighborhood Clean-up Events  4 - City/County Right-of-Way Trash  5 - Code Enforcement - County  6 - Illegal Dumping Law Enforcement Level 2 Priority - SECONDARY CORE SERVICES STRATEGIES  3 - Prevention Services Coordinator  7 - Surveillance Cameras Level 3 Priority - PRIMARY SUPPLEMENTAL ENHANCEMENTS STRATEGIES  8 - Community Services Coordinator  9 - Community Based Projects (SOME)  11 - North Richmond Green Campaign  12 – Neighborhood Community Garden Projects Level 4 Priority - SECONDARY SUPPLEMENTAL ENHANCEMENTS STRATEGIES  9 - Community Based Projects (SOME)  10 - North Richmond Green Community Service Programs CORE SERVICES 1. Bulky Item Pick-ups & Disposal Vouchers Provide residents in the Mitigation Fee Primary Funding Area, who prove eligibility consistent with City/County procedures, with the option of choosing to: o Request up to one on-call pick-up service per household per calendar year for bulky items through Richmond Sanitary Service (RSS), only available to those with an active account with RSS; or o Request up to twelve $5 vouchers per household for disposal at Republic’s transfer station on Parr Blvd. per calendar year (vouchers expire after six months, Mitigation Fees only pay for vouchers that are actually redeemed). [See “Staff Costs” section for agency activities that may also be funded under this Strategy.] 2019/2020 Expenditure Plan - North Richmond Waste & Recovery Mitigation Fee - Page 5 of 12 - 1 Administering agency contracting charge applies ($3,000 per contract) Administering Agency: City of Richmond Implementing Entity(ies): Community Housing Development Corporation (processes requests and issues Disposal Vouchers/arranges Bulky Item Pick-ups) Republic Services - Golden Bear Transfer Station & Richmond Sanitary Service (reimbursed for Disposal Vouchers redeemed and Bulky Item Pick-ups provided) Reporting/Payment Requirements: Effective July 1, 2012, CHDC and Republic Services shall provide required data pertinent to Strategy 1 based upon the strategy-specific invoicing/reporting requirements and schedule developed/maintained by Committee Staff in order to receive NRMF-funded payments. 2. Neighborhood Clean-ups Provide at least one neighborhood and/or creek clean-up event in the Mitigation Fee Funding Area; additional clean-up event may be scheduled as funding allows. [See “Staff Costs” section for agency activities that may also be funded under this Strategy.] Administering Agency: City of Richmond Implementing Entity(ies): City Manager’s Office (coordinates scheduling of clean-up dates and associated arrangements in conjunction with partner entities) Republic Services - Richmond Sanitary Service (reimbursed for providing/servicing clean-up boxes and disposing of debris placed in clean-up boxes) Reporting/Payment Requirements: Effective July 1, 2012, the City Manager’s Office and Republic Services shall provide required data pertinent to Strategy 2 based upon the strategy-specific invoicing/reporting requirements and schedule developed/maintained by Committee Staff in order to receive NRMF-funded payments (funding transfers). 3. Prevention Services Coordinator Fund at least a portion of a Prevention Services Coordinator (PSC) position (including salary/benefits/overhead and administering agency contracting charge1) on a contract basis to assist the City and County in implementing Strategy 1 as the point of contact for community members interested in claiming Disposal Vouchers or Bulky-Item Pick ups. Assist community members interested in reporting illegal dumping and seeking referral/resources. Track and report data related to illegally dumped waste collected by Republic Services Hot Spot Crew and handle associated referrals to applicable public agencies, including right-of-way referrals for Strategy 4. 2019/2020 Expenditure Plan - North Richmond Waste & Recovery Mitigation Fee - Page 6 of 12 - The PSC may also assist City and County with administering funding allocated to selected non-profit organizations under Strategies 9 and 12. [See “Staff Costs” section for agency activities that may also be funded under this Strategy.] Administering Agency: Contra Costa County Implementing Entity: Community Housing Development Corporation (CHDC) (reimbursed actual cost for part-time position and issues Disposal Vouchers/arranges Bulky Item Pick-ups) Reporting/Payment Requirements: Effective July 1, 2012, CHDC shall provide required data pertinent to Strategy 1 and Strategy 3 based upon the strategy- specific invoicing/reporting requirements and schedule developed/maintained by Committee Staff in order to receive NRMF-funded payments. 4. City/County Right-of-Way Pick-up Fund consolidated pick-up program (including personnel, mileage, equipment rental and administrative costs) for removal of illegal dumping and tagging abatement* in the public right-of-way located within the unincorporated & incorporated Mitigation Fee Primary Funding Area. Funding is intended to pay for removal of illegal dumping that occurs as a result of referrals from the Prevention Services Coordinator for items/debris not collected by the designated Republic Services Hot Spot Route crew. * Allocation of funding under this Strategy for this Expenditure Plan cycle is primarily intended to cover the cost incurred for City/County Right-of-Way Pick-up activities throughout the Primary Funding Area. Funds for Tagging Abatement are not proposed to be allocated in this Expenditure Plan cycle. [See “Staff Costs” section for agency activities that may also be funded under this Strategy.] Administering Agency: City of Richmond Implementing Entity: Richmond Department of Infrastructure Management & Operations Reporting/Payment Requirements: Effective July 1, 2012, the Richmond Police Department’s Code Enforcement Division shall provide required data pertinent to Strategy 4 based upon the strategy-specific invoicing/reporting requirements and schedule developed/maintained by Committee Staff in order to receive NRMF- funded payments (funding transfers). 5. Code Enforcement Staff - County Fund at least a portion of County code enforcement position (including salary/benefits/overhead and related vehicle, cell phone and equipment costs), to assist with vacant/abandoned lot abatements and fencing as well as other health/building/zoning violations related to illegal dumping and blight throughout the unincorporated Mitigation Funding Area. [See “Staff Costs” section for agency activities that may also be funded under this Strategy.] 2019/2020 Expenditure Plan - North Richmond Waste & Recovery Mitigation Fee - Page 7 of 12 - Administering Agency: Contra Costa County Implementing Entity: County Department of Conservation & Development’s Building Inspection Division Reporting/Payment Requirements: Effective July 1, 2012, the County Department of Conservation & Development’s Building Inspection Division shall provide required data pertinent to Strategy 5 based upon the strategy-specific invoicing/reporting requirements and schedule developed/maintained by Committee Staff in order to receive NRMF-funded payments (funding transfers). 6. Illegal Dumping Law Enforcement Fund majority of a full-time Sheriff Deputy (between approximately 90-100% of salary/benefits, overtime, uniform and related cell phone, equipment, and vehicle costs) to assist with law enforcement investigations and patrols to combat illegal dumping within the Mitigation Fee Primary Funding Area. [See “Staff Costs” section for agency activities that may also be funded under this Strategy.] Administering Agency: Contra Costa County Implementing Entity: County Sheriff’s Office Reporting/Payment Requirements: Effective July 1, 2012, the County Sheriff’s Office shall provide required data pertinent to this Strategy based upon the strategy-specific invoicing/reporting requirements and schedule developed/maintained by Committee Staff in order to receive NRMF-funded payments (funding transfers). 7. Surveillance Cameras Fund the purchase of cameras, camera infrastructure, camera signage and costs related to maintenance, warranty, repair & relocation of surveillance camera system equipment within the Mitigation Fee Primary Funding Area to assist the dedicated Illegal Dumping Law Enforcement officer in targeting specific locations where illegal dumping occurs most regularly. [See “Staff Costs” section for agency activities that may also be funded under this Strategy.] Administering Agency: Contra Costa County Implementing Entity(ies): County Sheriff’s Department (coordinate monitoring of FlashCams located throughout NR and identify/request relocation of surveillance cameras throughout NR as needed) County Public Works Department (install/clean/move FlashCam cameras located within the unincorporated NR area upon request if funding is available) 2019/2020 Expenditure Plan - North Richmond Waste & Recovery Mitigation Fee - Page 8 of 12 - Reporting/Payment Requirements: Effective July 1, 2012, each Implementing Entity shall provide required data pertinent to each entity’s applicable Strategy 8 responsibilities based upon the strategy-specific invoicing/reporting requirements and schedule developed/maintained by Committee Staff in order to receive NRMF- funded payments (funding transfers) now or in the future. SUPPLEMENTAL ENHANCEMENTS 8. Community Services Coordinator Fund at least a portion of a Community Services Coordinator (CSC) position to be staffed on a contract basis (including salary/benefits/overhead and administering agency contracting charge2). The CSC shall:  serve as a link between the community of North Richmond, the City of Richmond, and Contra Costa County for issues related to beautification, illegal dumping, and blight using referral process identified by the City and County;  coordinate outreach activities related to illegal dumping and beautification within the Primary Funding area, as specified by the City/County, including North Richmond Green community service programs and outreach activities described under Strategies 10 & 11; and  be bilingual in order to assist with Spanish translation as needed. [See “Staff Costs” section for agency activities that may also be funded under this Strategy.] Administering Agency: Contra Costa County Implementing Entity: Community Housing Development Corporation (CHDC). Reporting/Payment Requirements: CHDC shall provide required data pertinent to Strategies 8, 10 & 11 based upon the strategy-specific invoicing/reporting requirements and schedule developed/maintained by Committee Staff in order to receive NRMF-funded payments. 9. Community Based Projects Fund the development, implementation and oversight of a variety of community- based projects with specific focuses on anti-littering, blight reduction and/or beautification (including personnel/labor, administrative oversight, materials, equipment and related maintenance costs plus administering agency contracting charges3). Up to 15% of the Non-Profit Implementer Award Amount in Attachment 2 may be used for a fiscal sponsor or administrative oversite. Rather than funding stipend programs separately (including stipends, administrative oversight and related materials/equipment), new community-based projects/programs should include component for stipends, where appropriate, to pay local youth and/or other community members for assisting with illegal dumping prevention/abatement or beautification activities within the Mitigation Fee Primary Funding Area. Community Based Projects to be funded were solicited through an open Funding 2Administering agency contracting charge is $3,000 per contract. 3Administering agency contracting charge is $3,000 per contract if directly contracting with City or County (in addition to the 20% allocation described in Administering Agencies section below). 2019/2020 Expenditure Plan - North Richmond Waste & Recovery Mitigation Fee - Page 9 of 12 - Request Proposal & Application process. Details, including recommended allocation amounts, for each of the selected Community Based Projects to be funded under this Expenditure Plan are contained in the Community Based Projects Table included as Attachment 2. [See “Staff Costs” section for agency activities that may also be funded under this Strategy.] Administering Agencies: Contra Costa County and Community Housing Development Corporation (CHDC) on behalf of the County. CHDC may, under contract with the County as a Administering Agency, administer Community Based Project contracts funded under this Strategy for some or all of the Community Based Projects listed in the Attachment 2. CHDC shall use no more than twenty (20) percent (%) of the total amount awarded to each Community-Based Project as shown in Attachment 2 to oversee project implementation, including facilitating review/assessment of reports’ and deliverables. Payments to Implementing Entities for Community-Based Projects shall not be issued by CHDC without the written approval of City and County Committee Staff. Implementing Entity: Various Non-Profit Organizations and/or Agencies (see Community Based Projects Tables in Attachment 2) Reporting/Payment Requirements: Any Community Based Project contracts issued or amended by the City/County shall incorporate Reporting & Invoicing Requirements equivalent with those shown in Attachment 1. Community-Based Project contracts being administered by CHDC on behalf of the County shall also incorporate Reporting and Invoicing Requirements equivalent with those shown in Attachment 1. Attachment 1 only applies to Community-Based Project contracts with the Implementing Entities. The County will issue advance payments to CHDC, as needed, to ensure there is adequate funding available to payments requested by Implementing Entities if and when authorized by City and County Staff. Additionally, CHDC would be subject to contractual payment and reporting provisions that differ from those in Attachment 1 due to the nature of the services to be provided. 10. North Richmond Green Community Services Programs Fund the following North Richmond Green programs on a contract basis4 to the extent the specific details submitted are determined to align with the purpose of the Mitigation Fee and Expenditure Plan:  NR Little League Baseball Program - Includes cost of registration and uniforms with customized North Richmond Green patches for up to 5-6 teams, season kick-off event/parade, equipment, stipends for game monitoring and oversight, food and transportation.  NR Adult Softball program - Includes cost of registration, jerseys with North Richmond Green patches and hats for the men’s and women’s team.  NR Youth Twilight Basketball Program - Includes cost of registration and uniforms with North Richmond Green patches for up to 5-6 teams, equipment, stipends for game monitoring and oversight, food and transportation. 2019/2020 Expenditure Plan - North Richmond Waste & Recovery Mitigation Fee - Page 10 of 12 - 4 Administering agency contracting charge applies ($3,000 per contract)  NR Youth Eco Academy - Youth projects to include school gardens, recycling efforts, habitat restoration, creek/bay/ocean water quality monitoring, beach/creek/neighborhood clean-ups and ecological field trips. May fund the cost of materials, transportation and fees associated with pre-approved community beautification projects such landscaping and murals. [See “Staff Costs” section for agency activities that may also be funded under this Strategy.] Administering Agency: Contra Costa County Implementing Entity: Community Housing Development Corporation (CHDC). Reporting/Payment Requirements: CHDC shall provide required data pertinent to Strategies 8, 10 & 11 based upon the strategy-specific invoicing/reporting requirements and schedule developed/maintained by Committee Staff in order to receive NRMF-funded payments. 11. North Richmond Green Campaign Fund the design, printing and/or distribution of education and outreach materials on a contract basis4 which must align with the purpose of the Mitigation Fee and Expenditure Plan and be pre-approved by Committee Staff. Outreach materials must include “Jointly funded by City of Richmond & Contra Costa County” unless otherwise specified herein. Outreach materials may be any of the types specified below, however must clearly intend to directly:  Inform the community about Mitigation Fee funded programs/efforts,  Increase participation in Mitigation funded programs/efforts,  Reduce illegal dumping and blight in the Mitigation Fee Funding Area, and/or  Promote beautification in the Mitigation Fee Funding Area. The following type of outreach material expenditures may be funded if reviewed and pre-approved by Committee Staff:  STIPENDS – Pay local community members (youth and adults) to distribute printed outreach materials door-to-door to promote mitigation-funded strategies (Jointly Funded text not applicable to stipend expenses, only materials)  HANDOUTS/MAILERS – Newsletters, flyers, brochures or other documents intended to be handed out or mailed to local residents/organizations.  T-SHIRTS - Shirts shall include the NRGreen.org website to encourage people to learn more about Mitigation funded programs/efforts (local phone number should also be included when possible, however inclusion of Jointly Funded text may not be required)  NR GREEN FESTIVAL – Event held once per year and generally include information booths to raise awareness about mitigation-funded efforts and other local beautification efforts as well as fun activities for kids and food. Materials promoting the event shall include the NRGreen.org website as well as a local phone number.  SIGNAGE – Printed or manufactured signage, which includes promotional 2019/2020 Expenditure Plan - North Richmond Waste & Recovery Mitigation Fee - Page 11 of 12 - 5 Administering agency contracting charge applies ($3,000 per contract) banners for local events/parades, which should include the NRGreen.org website for Community members to learn more about Mitigation funded programs/efforts. Repair, replacement and removal of NRMF-funded Light Pole Banners. [See “Staff Costs” section for agency activities that may also be funded under this Strategy.] Administering Agency: Contra Costa County Implementing Entity: Community Housing Development Corporation (CHDC). Reporting/Payment Requirements: CHDC shall provide required data pertinent to Strategies 8, 10 & 11 based upon the strategy-specific invoicing/reporting requirements and schedule developed/maintained by Committee Staff in order to receive NRMF-funded payments. 12. Neighborhood Community Garden Projects Fund on-going maintenance and up-keep of existing community gardens within the Primary Funding Area, which may include a component for stipends, where appropriate, to pay local youth and/or other community members for assisting with Community Garden upkeep and maintenance. Up to 15% of the Non-Profit Implementer Award Amount specified in Attachment 3 may be used for a fiscal sponsor or administrative oversite. Neighborhood Community Garden Projects to be funded were solicited through an open Funding Request Proposal & Application process. Projects selected under this Strategy could be funded on an on-going basis if separately awarded funding in multiple Expenditure Plan cycles. Details, including recommended allocation amounts, for each of the selected Neighborhood Community Garden Projects are included in Attachment 3. [See “Staff Costs” section for agency activities that may also be funded under this Strategy.] Administering Agencies: Contra Costa County and Community Housing Development Corporation (CHDC)5 on behalf of the County. CHDC may, under contract with the County as the Administering Agency, administer Neighborhood Community Garden Project contracts being funded under this Strategy for some or all of the Neighborhood Community Garden Projects listed in Attachment 3. CHDC shall use no more than twenty (20) percent (%) of the total amount awarded to each Project to oversee project implementation, including facilitating review/assessment of reports and deliverables. Payments to Implementing Entities for Neighborhood Community Garden Projects shall not be issued by CHDC without the written approval of both City and County Committee Staff. Implementing Entity: Various Non-Profit Organizations and/or Agencies (see Neighborhood Community Garden Projects Table in Attachment 3) 2019/2020 Expenditure Plan - North Richmond Waste & Recovery Mitigation Fee - Page 12 of 12 - Reporting/Payment Requirements: Any Neighborhood Community Garden Project contracts issued or amended by the County shall incorporate Reporting & Invoicing Requirements equivalent with those shown in Attachment 1. Neighborhood Community Garden Project contracts being administered by CHDC on behalf of the County shall also incorporate Reporting & Invoicing Requirements equivalent with those shown in Attachment 1. Attachment 1 only applies to the Neighborhood Community Garden Project contracts with the Implementing Entities. CHDC would be subject to contractual payment and reporting provisions that differ from those in Attachment 1 due to the nature of the services to be provided. The County will issue advance payments to CHDC, as needed, to ensure there is adequate funding available to payments requested by Implementing Entities if and when authorized by City and County Staff. STAFF COSTS Committee Administration/Staffing Funding: The funding allocated for Committee Administration/Staffing may not be adequate to cover the full cost of staff time necessary for jointly staffing the North Richmond Waste & Recovery Mitigation Fee Joint Expenditure Planning Committee as well as developing, administering and overseeing this Expenditure Plan for the specified period. Supplemental funding allocation may be necessary upon determining actual costs exceed the amount budgeted to cover the intended City/County costs for joint staffing. Strategy-Specific Funding: The cost of City/County staff time spent providing direct implementation assistance and/or coordination for specific Strategies may be covered with a portion of the NRMF funding budgeted for each applicable Strategy. Additionally, a portion of the NRMF funding budgeted for Strategies will be used to pay fixed administering agency contracting charge for each applicable contract (Currently $3,000 per contract. An additional $3,000 may be added to a contract amendment to add additional funding or nonprofits to a contract during an existing contract cycle) unless otherwise specified herein. G:\Conservation\Deidra\Illegal Dumping\BMPC Mitigation Fee Committee\_EPs\2019-2020 Exp Plan\2019-20 NRMF EP_Final.doc Page 1 of 3 Community-Based Project & Neighborhood Community Garden Project Reporting and Invoicing Requirements Substantially equivalent language to be included in all NRMF-funded Community Project Agreements/Amendments Agreements providing for payments using funding allocated for Community Projects must include provisions that address the requirements contained herein. Contractor shall submit Progress Reports covering each invoice period, using a City/County provided template similar to the attached, in conjunction with each monthly invoice in order to be eligible for payment. Contractor shall monitor, document, and report all Project activities associated with the tasks and deliverables described in the agreement and any eligible Project costs for which reimbursement will be requested. Upon completion of work or the end of the contract’s term, Contractor shall submit a Final Report, using a City/County provided template similar to the attached, in conjunction with the final invoice. Task Deliverables The agreement shall assign a dollar amount for each deliverable within each task. Contractor shall only be paid for completed deliverables submitted with all associated supporting documentation. The agreement may include assignment of one dollar amount to multiple deliverables for a specific task when appropriate to substantiate completion of the required task. The Contracting entity (City of County) may authorize partial payment to Contractor for submittal of incomplete deliverables if solely incomplete due to unusual and unforeseen circumstances beyond the control of the Contractor. Contractor must submit written request asking to receive payment for incomplete deliverable containing an explanation as to what factors beyond the Contractor’s control specifically precluded the Contractor from submitting the completed deliverable and why such could not have been foreseen or avoided by Contractor. Timely Submittal of Invoices A separate Reporting & Invoicing budget line item shall be included in the agreement to facilitate timely submittal of invoices, progress reports and other deliverables. Submittal of monthly invoices shall be included as a deliverable and the exact amount that is payable upon timely submittal of each invoice complete with all required supporting documentation shall be specified. The agreement shall provide that no portion of the Reporting & Invoicing budget line item be paid to Contractor for invoices submitted beyond 30 days of any monthly invoice period, or without the required documentation including completed Progress Reports. Pre-approval Required for Supplies and Materials Unless the exact supplies and materials are specified as preauthorized in the Agreement, Contractor shall obtain pre-approval from the Contracting entity (City or County) prior to incurring supplies and materials expenses for which reimbursement will be requested. To request pre-approval, contractor shall provide written request identifying all proposed supplies and materials as well as an explanation demonstrating its reasonable cost and how said items will aid in the completion of each applicable required task. Attendance of Community Meetings and Events Contractor shall attend one North Richmond Green meeting per quarter during the contract period. Documentation substantiating attendance of required meetings shall be included as a deliverable for this task and be included with all applicable monthly invoice(s). Contractor shall Attachment 1 Page 2 of 3 attend first Mitigation Committee meeting following the end of the Expenditure cycle in which their project was funded to present their project outcomes. Acknowledgment Required on Outreach & Promotional Materials Any printed outreach materials or promotional items must include “Jointly funded by City of Richmond & Contra Costa County”, with the exception of T-Shirts, which Contractor may request Contracting entity pre-approve to include only the NRGreen.org website address. Authorized Advance Payments In order to receive any potential payment in advance, such must be authorized for the specified Project in Attachment 2 or Attachment 3 of the Expenditure Plan approved by both the County Board of Supervisors and Richmond City Council. No Contractor authorized for advance payment may receive more than ten (10) percent (%) of the approved Implementing Entity Award for this Project. In order to receive any advance payment(s) provided for in the City and County approved Expenditure Plan, the Contractor shall submit a written request to both the City and County Committee Staff detailing the reason(s) advance payment is necessary and itemizing each specific cost that the requested advance payment amount (not to exceed 10% of total award) would pay for and how such costs will aid in the completion of each applicable required task. Conflict of Interest Provisions Contractor shall not employ, subcontract with, or make payment to any person, for the purpose of implementing a specified Project in Attachment 2 or Attachment 3 of the Expenditure Plan that is at the same time employed by Contra Costa County, City of Richmond or any entity that receives Expenditure Plan funding from the County or the City of Richmond, except upon written approval by the Contracting entity (either City or County). Payment Provisions Contractor shall submit invoices and required deliverables on a monthly basis consistent with the amounts and frequency contained in the “Eligible Costs” Section, which together may not total more than $ (enter applicable contract amount). Contractor will only receive payment for eligible costs if such amounts are included on invoices adequately substantiated with required supporting documentation that are all submitted to the Contracting entity on or before July 30th. Invoices or portions thereof for which required supporting documentation has not been submitted by July 30th (or 30 days after any contract end date prior to June 30th) shall not be eligible for payment. 1. Invoices: Invoices shall be submitted monthly and contain the following information in sufficient detail and be submitted in a form, which adequately demonstrates consistency with the “Service Plan” specified in the contract. Invoices shall be accompanied by the applicable deliverables. a. Itemization of any tasks partially or fully completed during the applicable calendar month for which completed deliverables are submitted and associated deliverable payment amount is being requested. b. Itemization of any supplies & materials expenses incurred for which reimbursement is being requested within that invoice period. 2. Supporting Documentation: The following required supporting documentation must be submitted with invoices when applicable as described below. Page 3 of 3 a. Every invoice must be accompanied by a Progress Report, with the exception of the final invoice, which must be accompanied by a Final Report. Both types of Reports must contain all of the information specified in the City/County provided Report templates, as well as any applicable details specified in the Service Plan as a Contractor’s Obligation. b. All applicable required deliverables associated with the requested payment amounts itemized on each monthly invoice. c. If an invoice is requesting reimbursement of any supplies or materials not pre- authorized in the budget contained in the agreement, such invoice must be accompanied by copies of pre-approval from the Contracting entity, as well as actual itemized invoices or receipts for all applicable supplies and materials. If an invoice is requesting reimbursement for copying or printing, at least one copy of the printed item should accompany the invoice. City/County shall review submitted invoices and supporting documentation within a reasonable period of time and remit payment to Contractor promptly upon determining the purpose and amount of payment requested are authorized under the Agreement. G:\Conservation\Deidra\Illegal Dumping\BMPC Mitigation Fee Committee\_EPs\2018-2019 Exp Plan\Post-Committee EP Changes - Final Versions\NRMF 2018-19 Exp Plan Attachment 1-Final-CLEAN-postCommittee.doc North Richmond Waste & Recovery Mitigation Fee Community-Based Project Progress Report Page 1 of 1 Organization: Contact Person: Progress Report Period: - Brief Description of the Project: Provide a brief description of the project activities/services your Organization is providing with this North Richmond Mitigation Fee (NRMF) funding. Funded activities must be consistent with the signed Agreement. Tasks Accomplished to Date: Describe the various tasks that your Organization has completed in whole or in part during the Progress Report Period (can be bullet points). [Save for use/reference when preparing Final Progress Report.] Materials Produced to Date: Provide a listing of any materials/documents produced during this Progress Report period as a part of this project (e.g. pictures, surveys, handouts, work products, etc.) and attach copies of each. Number of Persons Served to Date: Provide total number served from the NRMF Funding Area during this Progress Report period. Provide total number served from outside the NR Funding Area during this period. Provide total number of residents paid with NRMF funding during this period. North Richmond Green Meeting Attendance to Date: Specify which monthly North Richmond Green meetings (list meeting dates) your Community Based Project representative(s) attended during this Progress Report period. [Must attend at least once per quarter] MEETING DATE(s): ATTENDEE NAME(s): Successes to Date: Identify whether and how your project is addressing the intended problems associated with illegal dumping (be specific). Describe any other beneficial outcomes/success stories resulting from your project activities to date. Challenges to Date: List any and all issues/problems (e.g. change in personnel, inadequate public awareness, applicability of regulatory restrictions/requirements, etc.) identified during this period which may impact the project’s ability to achieve the intended outcome(s) identified by your Organization. Include all challenges/obstacles/barriers that may inhibit or compromise your ability to address the intended illegal dumping problem(s). Lessons Learned to Date & Feedback from Participants/Community: Share any lessons learned from participants, staff and/or the community during this Progress Report period. Provide any feedback about the NRMF-funded project/program received from participants and/or community members (such as copies of quotes, emails/letters and completed surveys/evaluations). Other Project Information: Provide any additional information about your organization’s work that did not fit in any of the other sections, including description(s) of any additional services or enhanced activities provided beyond those specified. Project Expenses to Date: Attach completed Progress Report to each Invoice being submitted for any reimbursable costs incurred during this Progress Report Period. North Richmond Waste & Recovery Mitigation Fee Community-Based Project Final Progress Report Page 1 of 1 Organization: Contact Person: Contract Period: - Brief Description of the Project: Provide a brief description of the project activities/services your Organization provided with this North Richmond Mitigation Fee (NRMF) funding. Funded activities must be consistent with the terms of your signed Agreement. Tasks Accomplished: Describe all project tasks/activities that your Organization completed during the entire contract period. Summarize any work completed not previously reported and consolidate with updated information from prior Progress Reports. Materials Produced: Provide a listing of any materials/documents produced as a part of the program (e.g. pictures, surveys, handouts, work products, etc.). Attach copies of anything not included with prior Progress Reports submitted. Number of Persons Served: Provide total number served from the NRMF Funding Area during the entire contract period. Provide total number served from outside the NR Funding Area during the entire contract period. Provide total number of residents paid with NRMF funding during the entire contract period. North Richmond Green Meeting Attendance: Specify which monthly North Richmond Green meetings (list all meeting dates) your Community Based Project representative(s) attended during the contract period. [Must attend at least once per quarter] MEETING DATE(s): ATTENDEE NAME(s): Successes: Identify extent to which your project addressed the intended problems associated with illegal dumping and how (be specific). Describe any other beneficial outcomes/success stories resulting from your project activities. Challenges: Explain why your Organization was not able to achieve the intended project outcomes and/or address the illegal dumping problems previously identified, if applicable. Include any challenges/obstacles/barriers (e.g. personnel changes, lack of public awareness, previously unknown regulatory restrictions/requirements, etc.) that compromised or inhibited your project’s success in addressing problems associated with illegal dumping. Lessons Learned & Feedback from Participants/Community: Share any lessons learned from participants, staff and/or the community during the contract period. Summarize all participant and/or community feedback received about this NRMF-funded project/program (attach any findings/summary of final project evaluation and copies of related documents not previously submitted). Other Project Information: Provide any additional information about your organization’s work that did not fit in any of the other sections, including description(s) of any additional services or enhanced activities provided beyond those specified. Final Project Expenses: Attach completed Final Progress Report to the Final Invoice being submitted for any reimbursable costs not included on invoice(s) submitted with prior Progress Report(s). Implementing EntityOrganization / Fiscal Sponsor (if applicable)Project TitleAdvance Payment Allowed (Up to 10% of Implementer Award Amount) Requested AmountTotal Award AmountCounty Contracting Costs2CHDC Contracting Cost (20%) to Manage Non-ProfitsNon-Profit Implementer Award Amount for Project1NotesCity of RichmondRichmond Tool Lending LibraryNo $ 18,050.00 $ 21,050.00 $ 3,000.00 n/a $ 18,050.00 City of RichmondLove Your BlockNo $ 17,490.00 $ 20,490.00 $ 3,000.00 n/a $ 17,490.00 Urban TilthWater is LifeNo $ 29,290.80 $ 27,116.73 $ 801.95 $ 5,262.96 $ 21,051.83 Soal Progress Inc. / Greater Richmond Inter-Faith ProgramBrighter Beginnings in North RichmondYes $ 29,999.76 $ 27,116.73 $ 801.95 $ 5,262.96 $ 21,051.83 Watershed ProjectCurb AppealNo $ 29,986.25 $ 27,116.73 $ 801.95 $ 5,262.96 $ 21,051.83 Men & Women of Valor Community Working Together Yes $ 20,000.00 $ 20,090.90 $ 594.16 $ 3,899.35 $ 15,597.39 $ 144,816.81 $ 142,981.09 $ 9,000.00 $ 19,688.22 $ 114,292.88 Attachment 2 - Community Based Projects Table (Strategy 9)2019/20 Expenditure Plan Funding Allocations for Projectsrecommended for City/County approval by the North Richmond Mitigation Fee CommitteeThe NRMF Committee recommended at total of $142,981.09 be allocated in the 2019/2020 Fiscal Year for Community Based Projects (Strategy 9). The Committee recommended allocation of this funding based on a Funding Request Proposal released on February 9, 2018 by Committee Staff and Proposals submitted by eligible non-profit organizations and Agencies on March 6, 2018.1 The project selections, funding recommendations and number of implementing entities selected by the Committee are shown below for the 2019/2020 Expenditure Plan. New Community Based Projects Recommended for Funding in 2019/2020Total Funding Requested/Allocated2 For the non-profit entities, costs to have 3rd party organization (CHDC) manage and oversee contracts with Organizations selected for funding is up to twenty (20) percent (%) of award amount after first taking out City/County Contracting cost for $3,000 for City/County to contract directly with CHDC to have CHDC administer non-profit contracts. Amounts not needed for contracting costs may be made available to pay implementing entities for additional CBP costs.1 Funding Proposal Application received by Men & Women of Valor was the wrong application. At their meeting on March 23, 2018, the NRMF Committee gave Men & Women of Valor 30 days to re-submit their application to the NRMF Committee using the correct application and submittal requirements. On April 22, Committee staff received the correct Funding Proposal application. The Men & Women of Valor Proposal application was considered at the NRMF Committee Meeting on June 8th and allocated funding as shown in this Attachment. Contracts between County & Implementing Entity (City)County Contract with CHDCContracts between CHDC & Implementing Entities (Non-ProfitsG:\Conservation\Deidra\Illegal Dumping\BMPC Mitigation Fee Committee\_EPs\2019-2020 Exp Plan\Attachment 2_Final.xlsxCBP TablePrinted: 5/24/2019, 11:09 AM Implementing Entity / Fiscal Sponsor (if applicable)Project TitleAdvance Payment Allowed (Up to 10% of Implementer Award Amount) Yes/NoRequested AmountTotal Award AmountCounty Contracting Cost with CHDC1CHDC Contracting Cost (20%) to Manage Non-ProfitsNon-Profit Implementer Award Amount for ProjectNotesUrban TilthCultivating Hope: Maintaining North Richmond GardensNo $ 19,894.60 $ 26,574.15 $ 1,705.90 $ 4,973.65 $ 19,894.60 Communities United Restoring Mother Earth (CURME) / Greater Richmond Interfaith ProgramLots of Crops No $ 15,092.00 $ 20,159.10 $ 1,294.10 $ 3,773.00 $ 15,092.00 Total Funding Requested/Allocation Recommended $ 34,986.60 $ 46,733.25 3,000.00 8,746.65 $ 34,986.60 1 Costs to have 3rd party organization (CHDC) manage and oversee contracts with Organizations selected for funding is up to twenty (20) percent (%) of award amount after first taking out City/County Contracting cost of $3,000 for City/County to contract directly with CHDC to have CHDC administer non-profit contracts. Attachment 3 - Neighborhood Community Garden Projects (Strategy 12)Funding Allocations for 2019/20 Neighborhood Community Garden Projectsrecommended for City/County approval by the North Richmond Mitigation Fee CommitteeThe NRMF Committee recommended an allocation of $46,733.25 for Neighborhood Community Garden Projects. The Committee recommended allocation of this funding based on a Funding Request Proposal released on February 9, 2018 by Committee Staff and Proposals submitted by eligible non-profit organizations on March 6, 2018. The project selections, funding recommendations and number of non-profits selected by the Committee are shown below for the 2019/2020 Expenditure Plan. New Neighborhood Community Garden Projects Recommended for Funding in 2019/2020G:\Conservation\Deidra\Illegal Dumping\BMPC Mitigation Fee Committee\_EPs\2019-2020 Exp Plan\Attachment 3_Final.xlsCGP ProjectsPrinted: 5/23/2019, 5:41 PM Hensley St G a r r a r d B l v d Ric hm ond Pk wy 7th St Hensley St Duboce Ave Sanford Ave 8th St Willard Ave 9th St York St Vernon Ave Filbert St Lincoln Ave Battery St Factory StN Castro St Kelsey St 6th St Tr i angle Ct Leo St 10th St Amstan Ln Cherry St Lucas Ave Pre sco Ln J o y A v e Enterprise Ave Factory StCommittee Approved Additions to Primary Mitigation Funding Area Market Ave Chesley Ave Rumrill BlvdLegend July 2006 Additiion to Mitigatin Funding Area Primary Mitigation Funding Area ²0 130 260 390 52065Feet RECOMMENDATION(S): AUTHORIZE the destruction of County Records maintained by the Human Resources Department as follows: (1) Personnel records that are no longer necessary for county purposes and are not otherwise required by law to be preserved, may be destroyed at the direction of the Director of Human Resources seven years after employment ends; (2) Other records that are over four years old, are no longer necessary for county purposes, and are not otherwise required by law to be preserved, may be destroyed at the direction of the Director of Human Resources. FISCAL IMPACT: Storage of documents, whether paper or digital, requires paying for space or data. By timely destroying records, the Department will control the costs associated with such storage. BACKGROUND: In order to efficiently manage the volume of records continuously generated and received, the Human Resources Department must dispose of unnecessary records and documents that have no apparent historical significance or further administrative or litigation value, are not required to be maintained by state statute, and are no longer necessary or required for County purposes. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Dianne Dinsmore (925) 335-1766 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stephanie Mello, Deputy cc: C.111 To:Board of Supervisors From:Dianne Dinsmore, Human Resources Director Date:June 18, 2019 Contra Costa County Subject:Authorize Destruction of County Records Maintained by the Human Resources Department BACKGROUND: (CONT'D) The Human Resources Department also must dispose of personnel files if they have no apparent historical significance or further administrative or litigation value, are no longer required by law to be preserved, and are no longer necessary or required for County purposes pursuant to Government Code section 26202. Government Code section 26202 provides that unless the law requires a record to be preserved, any record more than two years old may be destroyed without being photographed, microfilmed or otherwise reproduced if the Board determines by four-fifths (4/5) vote that the retention of such documents is no longer necessary or required for County purposes. Even though the law authorizes destruction of records after two years, the Human Resources Department will retain its personnel files for seven (7) years after employment ends and all other records for four (4) years to ensure that records remain available for business and legal purposes for a reasonable period of time. CONSEQUENCE OF NEGATIVE ACTION: If the Board of Supervisors does not approve this recommendation, then the Human Resources Department will not have a clearly specified records retention policy. RECOMMENDATION(S): APPROVE and AUTHORIZE the Employment and Human Services Director, or designee, to seek reimbursement from the California Department of Education in an amount not to exceed $8,269.13 to maintain Child Days of Enrollment during emergency closures at two childcare centers during Fiscal Year 2018-19. FISCAL IMPACT: Approval of this action will allow the County to maintain Child Days of Enrollment for FY 2018-19, preserving revenue of $8,269.13 from the California Department of Education. No County match is required. BACKGROUND: During FY 2018-19, emergency closures occurred at two (2) county-operated childcare sites as noted below. The closures affected 94 children. April 1, 2019, County operated site, Las Deltas Children's Center could not open for operations due to a water main break. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: CSB (925) 681-6334 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stephanie Mello, Deputy cc: Nelly Ige C.112 To:Board of Supervisors From:Kathy Gallagher, Employment & Human Services Director Date:June 18, 2019 Contra Costa County Subject:Acknowledgement of Emergency Closure of Childcare Sites During Fiscal Year 2018-19 BACKGROUND: (CONT'D) > May 2, 2019 through May 3, 2019, County operated site, Balboa Children's Center could not open for operations for three of its classrooms due to environmental concerns. Roof repair work was being conducted during these days and it was determined best to have the classrooms unoccupied while the work was taking place. In order to prevent a loss of funds during this period, the County has the option to submit a Board Order to the State in order to maintain childcare fund reimbursement for the impacted days of closure. This option is allowable per California Department of Education, Child Development Management Bulletin 10-09 "Reduce Days of Operation or Attendance Due to Emergency Conditions." CONSEQUENCE OF NEGATIVE ACTION: If not approved, the County will forego $8,269.13 in potential revenue. CHILDREN'S IMPACT STATEMENT: The Employment and Human Services Department, Community Services Bureau supports three of Contra Costa County’s community outcomes - Outcome 1: Children Ready for and Succeeding in School, Outcome 3: Families that are Economically Self-sufficient, and Outcome 4: Families that are Safe, Stable, and Nurturing. These outcomes are achieved by offering comprehensive services, including high quality early childhood education, nutrition, and health services to low-income children throughout Contra Costa County. ATTACHMENTS Management Bulletin Balboa attendance report Las Deltas attendance report 1 Las Deltas attendance report 2 Daily Attendance Prior to Closure AGENCY NAME: Contra Costa County Employment and Human Services SITE NAME: Balboa, Room 2,3 and 4 DATES of CLOSURE: May 2 & 3 , 2019 CONTRACT TYPE: CSPP8049 PRIOR WEEK (DATES) # of CHILDREN in Attendance Tuesday April 23, 2019 64 Wednesday April 24, 2019 64 Thursday April 25, 2019 64 Friday April 26, 2019 64 Monday April 29, 2019 64 Tuesday April 30, 2019 64 Wednesday May 1, 2019 64 Reason for Closure: Closure to avoid environmental concerns for children’s health Full Name of Contractor Cumulative Prior Period Adjusted Days Of Enrollment 0.0000 36.0000 5.2500 0.0000 0.0000 2.7400 0.0000 0.0000 0.0000 74.8000 10.7250 0.0000 Limited and Non-English Proficient Three-quarters-time 13 0.8250 Limited and Non-English Proficient One-half-time 0 0.6193 Limited and Non-English Proficient Full-time-plus 0 1.2980 Limited and Non-English Proficient Full-time 68 1.1000 Exceptional Needs Three-quarters-time 0 1.0275 Exceptional Needs One-half-time 0 0.6193 Exceptional Needs Older Full-time-plus 0 1.6166 Exceptional Needs Older Full-time 2 1.3700 Three Years and Older Three-quarters-time 7 0.7500 Three Years and Older One-half-time 0 0.6193 Three Years and Older Full-time-plus 0 1.1800 Three Years and Older Full-time 36 1.0000 Vendor Code 2207000 Mail completed report to: California Department of Education Child Development and Nutrition Fiscal Services 1430 N Street, Suite 2213 Sacramento, CA 95814-5901 Days of Enrollment Certified Children Current Period Cumulative Fiscal Year Adjustment Factor CALIFORNIA DEPARTMENT OF EDUCATION ATTENDANCE AND FISCAL REPORT FOR CHILD DEVELOPMENT PROGRAMS CDNFS 8501 Page 1 of 10 (09/18) CONTRA COSTA COUNTY COMMUNITY SERVICES BUREAU OF EMPLOYMENT & HUMAN SERVICES DEPARTMENT Report Month/Year May-19 Fiscal Analyst Kimberly Conover Contract Number CSPP8049 County 7 Cumulative Prior Period 0.0000 0.0000 1.6500 0.0000 0.0000 0.0000 0.0000 0.0000 131.1650 N/A DAYS OF ATTENDANCE 128 N/A N/A TOTAL DAYS OF ENROLLMENT 128 N/A DAYS OF OPERATION 2 N/A Severely Disabled Three-quarters-time 0 1.2863 Severely Disabled One-half-time 0 0.6193 Severely Disabled Full-time-plus 0 2.0237 Severely Disabled Full-time 0 1.7150 At Risk of Abuse or Neglect Three-quarters-time 2 0.8250 At Risk of Abuse or Neglect One-half-time 0 0.6193 At Risk of Abuse or Neglect Full-time-plus 0 1.2980 At Risk of Abuse or Neglect Full-time 0 1.1000 Mail completed report to: California Department of Education Child Development and Nutrition Fiscal Services 1430 N Street, Suite 2213 Sacramento, CA 95814-5901 Days of Enrollment Certified Children Current Period Cumulative Fiscal Year Adjustment Factor Adjusted Days Of Enrollment CALIFORNIA DEPARTMENT OF EDUCATION ATTENDANCE AND FISCAL REPORT FOR CHILD DEVELOPMENT PROGRAMS CDNFS 8501 Page 2 of 10 (09/18) Full Name of Contractor CONTRA COSTA COUNTY COMMUNITY SERVICES BUREAU OF EMPLOYMENT & HUMAN SERVICES DEPARTMENT County 7 Vendor Code Report Month/Year May-19 Fiscal Analyst Kimberly Conover Contract Number CSPP8049 2207000 Daily Attendance Prior to Closure November 2018 AGENCY NAME: Contra Costa County Employment and Human Services SITE NAME: Las Deltas DATES of CLOSURE: April 1, 2019 CONTRACT TYPE: CSPP8049 PRIOR WEEK (DATES) # of CHILDREN in Attendance Friday March 29, 2019 16 Thursday March 28, 2019 16 Wednesday March 27, 2019 16 Tuesday March 26, 2019 16 Monday March 25, 2019 16 Friday March 22, 2019 16 Thursday March 21, 2019 16 Reason for Closure: Broken Water Pipe and No Water on April 1, 2019 Full Name of Contractor Cumulative Prior Period Adjusted Days Of Enrollment 0.0000 2.0000 1.5000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 12.1000 0.8250 0.0000 Limited and Non-English Proficient Three-quarters-time 1 1 0.8250 Limited and Non-English Proficient One-half-time 0 0 0.6193 Limited and Non-English Proficient Full-time-plus 0 0 1.2980 Limited and Non-English Proficient Full-time 11 11 1.1000 Exceptional Needs Three-quarters-time 0 0 1.0275 Exceptional Needs One-half-time 0 0 0.6193 Exceptional Needs Older Full-time-plus 0 0 1.6166 Exceptional Needs Older Full-time 0 0 1.3700 Three Years and Older Three-quarters-time 2 2 0.7500 Three Years and Older One-half-time 0 0 0.6193 Three Years and Older Full-time-plus 0 0 1.1800 Three Years and Older Full-time 2 2 1.0000 Vendor Code 2207000 Mail completed report to: California Department of Education Child Development and Nutrition Fiscal Services 1430 N Street, Suite 2213 Sacramento, CA 95814-5901 Days of Enrollment Certified Children Current Period Cumulative Fiscal Year Adjustment Factor CALIFORNIA DEPARTMENT OF EDUCATION ATTENDANCE AND FISCAL REPORT FOR CHILD DEVELOPMENT PROGRAMS CDNFS 8501 Page 1 of 10 (09/18) CONTRA COSTA COUNTY COMMUNITY SERVICES BUREAU OF EMPLOYMENT & HUMAN SERVICES DEPARTMENT Report Month/Year April 1, 2019 Fiscal Analyst Kimberly Conover Contract Number CSPP8049 County 07a Cumulative Prior Period X DAYS OF ATTENDANCE 16 16 N/A N/A NO NONCERTIFIED CHILDREN Check this box (omit pages 3-5) and continue to Revenue Section on page 6. TOTAL DAYS OF ENROLLMENT 16 16 N/A 16.4250 DAYS OF OPERATION 1 1 N/A N/A Severely Disabled Three-quarters-time 0 0 1.2863 0.0000 Severely Disabled One-half-time 0 0 0.6193 0.0000 Severely Disabled Full-time-plus 0 0 2.0237 0.0000 Severely Disabled Full-time 0 0 1.7150 0.0000 At Risk of Abuse or Neglect Three-quarters-time 0 0 0.8250 0.0000 At Risk of Abuse or Neglect One-half-time 0 0 0.6193 0.0000 At Risk of Abuse or Neglect Full-time-plus 0 0 1.2980 0.0000 At Risk of Abuse or Neglect Full-time 0 0 1.1000 0.0000 07a Vendor Code 2207000 Mail completed report to: California Department of Education Child Development and Nutrition Fiscal Services 1430 N Street, Suite 2213 Sacramento, CA 95814-5901 Days of Enrollment Certified Children Current Period Cumulative Fiscal Year Adjustment Factor Adjusted Days Of Enrollment CALIFORNIA DEPARTMENT OF EDUCATION ATTENDANCE AND FISCAL REPORT FOR CHILD DEVELOPMENT PROGRAMS CDNFS 8501 Page 2 of 10 (09/18) Full Name of Contractor CONTRA COSTA COUNTY COMMUNITY SERVICES BUREAU OF EMPLOYMENT & HUMAN SERVICES DEPARTMENT Report Month/Year April 1, 2019 Fiscal Analyst Kimberly Conover Contract Number CSPP8049 County Daily Attendance Prior to Closure November 2018 AGENCY NAME: Contra Costa County Employment and Human Services SITE NAME: Las Deltas DATES of CLOSURE: April 1, 2019 CONTRACT TYPE: CCTR8024 PRIOR WEEK (DATES) # of CHILDREN in Attendance Friday March 29, 2019 14 Thursday March 28, 2019 14 Wednesday March 27, 2019 14 Tuesday March 26, 2019 14 Monday March 25, 2019 14 Friday March 22, 2019 14 Thursday March 21, 2019 14 Reason for Closure: Broken Water Pipe and No Water on April 1, 2019 Full Name of Contractor Cumulative Prior Period Adjusted Days of Enrollment 8.2800 1.5525 0.0000 0.0000 12.8000 1.2000 0.0000 0.0000 0.0000 0.0000 0.0000 Mail completed report to: California Department of Education Child Development and Nutrition Fiscal Services 1430 N Street, Suite 2213 Sacramento, CA 95814-5901 Contract Number CCTR8024 County 07a Vendor Code 2207000 Three Years and Older One-half-time 0 0 0.5500 CALIFORNIA DEPARTMENT OF EDUCATION ATTENDANCE AND FISCAL REPORT FOR CHILD DEVELOPMENT PROGRAMS CDNFS 9500 Page 1 of 10 (09/18) CONTRA COSTA COUNTY COMMUNITY SERVICES BUREAU OF EMPLOYMENT & HUMAN SERVICES DEPARTMENT Report Month/Year APRIL 1, 2019 Fiscal Analyst Kimberly Conover Three Years and Older Full-time 0 0 1.0000 Three Years and Older Three-quarters-time 0 0 0.7500 Toddlers (18 up to 36 months) One-half-time 0 0 0.8800 Three Years and Older Full-time-plus 0 0 1.1800 Toddlers (18 up to 36 months) Full-time 8 8 1.6000 Toddlers (18 up to 36 months) Three-quarters-time 1 1 1.2000 Infants (up to 18 months) One-half-time 0 0 1.1385 Toddlers (18 up to 36 months) Full-time-plus 0 0 1.8880 Infants (up to 18 months) Full-time 4 4 2.0700 Infants (up to 18 months) Three-quarters-time 1 1 1.5525 Days of Enrollment Certified Children Current Period Cumulative Fiscal Year Adjustment Factor Infants (up to 18 months) Full-time-plus 2.4426 Full Name of Contractor Cumulative Prior Period Adjusted Days of Enrollment 0 0.0000 0 0.0000 0 0.0000 0 0.0000 0 0.0000 0 0.0000 0 0.0000 0 0.0000 0 0.0000 0 0.0000 0 0.0000 0 0.0000 Mail completed report to: California Department of Education Child Development and Nutrition Fiscal Services 1430 N Street, Suite 2213 Sacramento, CA 95814-5901 Contract Number CCTR8024 County 07a Vendor Code 2207000 At Risk of Abuse or Neglect One-half-time 0 0 0.6050 CALIFORNIA DEPARTMENT OF EDUCATION ATTENDANCE AND FISCAL REPORT FOR CHILD DEVELOPMENT PROGRAMS CDNFS 9500 Page 2 of 10 (09/18) CONTRA COSTA COUNTY COMMUNITY SERVICES BUREAU OF EMPLOYMENT & HUMAN SERVICES DEPARTMENT Report Month/Year APRIL 1, 2019 Fiscal Analyst Kimberly Conover At Risk of Abuse or Neglect Full-time 0 0 1.1000 At Risk of Abuse or Neglect Three-quarters-time 0 0 0.8250 Limited and Non-English Proficient One-half-time 0 0 0.6050 At Risk of Abuse or Neglect Full-time-plus 0 0 1.2980 Limited and Non-English Proficient Full-time 0 0 1.1000 Limited and Non-English Proficient Three-quarters-time 0 0 0.8250 Exceptional Needs One-half-time 0 0 0.7535 Limited and Non-English Proficient Full-time-plus 0 0 1.2980 Exceptional Needs Full-time 0 0 1.3700 Exceptional Needs Three-quarters-time 0 0 1.0275 Days of Enrollment Certified Children Current Period Cumulative Fiscal Year Adjustment Factor Exceptional Needs Full-time-plus 0 0 1.6166 Cumulative Prior Period 0 0 0 0 Cumulative Prior Period X 07a Vendor Code 2207000 Mail completed report to: California Department of Education Child Development and Nutrition Fiscal Services 1430 N Street, Suite 2213 Sacramento, CA 95814-5901 NO NONCERTIFIED CHILDREN Check this box (omit pages 4-6) and continue to Revenue Section on page 7. CALIFORNIA DEPARTMENT OF EDUCATION ATTENDANCE AND FISCAL REPORT FOR CHILD DEVELOPMENT PROGRAMS CDNFS 9500 Page 3 of 10 (09/18) Full Name of Contractor CONTRA COSTA COUNTY COMMUNITY SERVICES BUREAU OF EMPLOYMENT & HUMAN SERVICES DEPARTMENT Report Month/Year APRIL 1, 2019 Fiscal Analyst Kimberly Conover Contract Number CCTR8024 County DAYS OF OPERATION 1 N/A N/A DAYS OF ATTENDANCE 14 N/A N/A Days of Enrollment Certified Children Current Period Cumulative Fiscal Year Adjustment Factor Adjusted Days of Enrollment TOTAL DAYS OF ENROLLMENT 14 N/A 23.8325 Severely Disabled One-half-time 0 0 0.9433 0.0000 Severely Disabled Full-time 0 0 1.7150 0.0000 Severely Disabled Three-quarters-time 0 0 1.2863 0.0000 Days of Enrollment Certified Children Current Period Cumulative Fiscal Year Adjustment Factor Adjusted Days of Enrollment Severely Disabled Full-time-plus 0 0 2.0237 0.0000 RECOMMENDATION(S): RECEIVE Civil Grand Jury Report No. 1907, entitled "Stormwater Trash Reduction" (attached), and REFER the report to the County Administrator and Public Works Director/Chief Engineer for response. FISCAL IMPACT: No fiscal impact. BACKGROUND: On May 23, 2019, the 2018/19 Civil Grand Jury filed the above referenced report, attached. This action alerts the Board of Supervisors that the report has been received and directs appropriate staff to review the report, provide the Board of Supervisors with an appropriate response, and forward the Board's approved response to the Superior Court no later than August 21, 2019. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Julie DiMaggio Enea (925) 335-1077 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 , County Administrator and Clerk of the Board of Supervisors By: Stephanie Mello, Deputy cc: Public Works Director, CAO-Muni Svcs Deputy C.113 To:Board of Supervisors From:David Twa, County Administrator Date:June 18, 2019 Contra Costa County Subject:Civil Civil Grand Jury Report No. 1907, entitled "Stormwater Trash Reduction" ATTACHMENTS Civil Grand Jury Report No. 1907: Stormwater Trash Reduction RECOMMENDATION(S): ACKNOWLEDGE receipt of Civil Grand Jury Report No. 1908, entitled "Contra Costa Sheriff's Forensic Services Division" (attached) and the subsequent response from the Sheriff-Coroner (attached). FISCAL IMPACT: No fiscal impact. BACKGROUND: On May 22, 2019, the 2018/19 Civil Grand Jury filed the above referenced report. A response was to be provided to the Superior Court no later than July 21, 2019 (60 days). On June 11, 2019, the Sheriff-Coroner provided the Superior Court with the required response to Findings 1-7 and Recommendation 1-4. The attached response clearly specifies: Whether a finding or recommendation is accepted or will be implemented; if a recommendation is accepted, a statement as to who will be responsible for implementation and by what target date; a delineation of the constraints if a recommendation is accepted but cannot be implemented within a six-month period; and the reason for not accepting a finding or recommendation. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Paul Reyes, 925-335-1096 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stephanie Mello, Deputy cc: C.114 To:Board of Supervisors From:David Twa, County Administrator Date:June 18, 2019 Contra Costa County Subject:Civil Grand Jury Report No. 1908 "Contra Costa County Sheriff's Forensic Services Division" ATTACHMENTS Grand Jury Report No. 1908 Response to Grand Jury Report No. 1908 RECOMMENDATION(S): ACCEPT quarterly report of the Post Retirement Health Benefits Trust Agreement Advisory Body. FISCAL IMPACT: No specific fiscal impact. This is a quarterly report of the County's assets in the Public Agency Retirement Services (PARS) Public Agencies Post-Retirement Health Care Plan Trust. BACKGROUND: On December 14, 2010, the Board of Supervisors directed the formation of a Post Retirement Health Benefits Trust Agreement Advisory Body (consisting of the County Administrator, County Finance Director, Treasurer-Tax Collector, Auditor-Controller, and Health Services Finance Director). APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Lisa Driscoll, County Finance Director (925) 335-1023 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stephanie Mello, Deputy cc: Robert Campbell, Auditor-Controller, Russell Watts, Treasurer-Tax Collector, Patrick Godley, HSD Chief Financial Officer C.115 To:Board of Supervisors From:David Twa, County Administrator Date:June 18, 2019 Contra Costa County Subject:Quarterly Report of the Post Retirement Health Benefits Trust Agreement Advisory Body BACKGROUND: (CONT'D) > At its meeting of August 4, 2011, the body discussed and reviewed final report formats with HighMark Capital Management and made recommendations regarding a final standardized quarterly report. The attached report is in the standardized format. The following is the investment summary for the period ending March 30, 2019: Investment Summary First Quarter 2019 Beginning Value $260,226,787.74 Net Contributions/Withdrawals 4,952,506.76 Fees Deducted -48,517.74 Income Received 1,515,768.86 Market Appreciation 21,291,069.13 Net Change in Accrued Income 46,314.78 Market Value $287,983,929.53 Additional Materials - A Post Retirement Health Benefits Trust Agreement Advisory Body web-page can be found at the following address: http://ca-contracostacounty.civicplus.com/index.aspx?NID=2915. The page describes the function of the body, posts quarterly meeting materials, and all pertinent trust and plan documents. ATTACHMENTS Quarterly Report (Q1, 2019) PARS: County of Contra Costa First Quarter 2019 Presented by Andrew Brown, CFA This presentation has been prepared for the sole use of the intended recipient.While the information contained herein has been obtained from sources believed to be accurate and reliable,any other reproduction or use of this information may necessitate further disclosures in order to ensure that the presentation is accurate,balanced,and conforms to all applicable regulatory requirements. DISCUSSION HIGHLIGHTS U.S.Economic and Market Overview In the first quarter of 2019,U.S.stocks mostly recovered from 2018’s end-of-year downdraft,despite meaningful downgrades to corporate earnings growth and a growing disconnect between equity market prices and fundamentals.The first quarter rally seems to indicate that market returns continue to be driven by sentiment and the Fed’s intervention (in the form of monetary stimulus)rather than fundamentals.In the current environment,equity markets are seemingly anticipating an economic soft landing versus the hard landing anticipated by bond and currency markets. The Russell 1000 Index delivered a total return of 14.0%in the first quarter,making it the best performing quarter since the third quarter of 2009. Despite this result,analysts dialed back corporate earnings estimates during the quarter largely due to fears of a synchronized global economic slowdown and continued uncertainty regarding ongoing trade negotiations between the U.S.and China.Estimated earnings of S&P 500 companies fell by 7.2%for first quarter from year-end 2018,representing larger declines than averages from the prior 5-,10-,and 15-year periods.What does this mean for investors?Strong corporate earnings form the backbone of durable,healthy market advances.Without the support of earnings,stock market rallies can fade over time.As such,weakening corporate earnings could be a harbinger of future trouble for equity markets.Although earnings estimates for the first quarter were dismal,equity markets rallied nonetheless due to valuation expansion and lower market volatility.The Price to Earnings (P/E)ratio for the S&P 500 Index grew from 13.5 in late December 2018 to over 16.5 by the end of the first quarter.While this most recent P/E level is not necessarily high by historical measures,the increase of three points is notable in that this type of rise is typically reserved for markets that are recovering from recessions,not from a growth scare in an overvalued market. The renewed optimism for economic growth coursing through global equity markets did not carry over into the bond market however,where yields on longer-term issues continued to decline reflecting a lower growth,and lower inflation outlook.Since peaking in early November 2018 at 3.22%,the yield on the bellwether 10-year Treasury Note fell 81 basis points (0.81%)to end the first quarter at 2.41%. In a potentially prescient signal for the economy and equity market,longer-term yields fell so far that the Treasury yield curve (10-year minus one-month maturities)inverted briefly at the end of the quarter for the first time since 2007.Bond markets were unusually volatile towards the end of the first quarter as the Fed signaled a dovish pause in both tightening and balance sheet tapering.It also suggested that it might even return to cutting rates for the first time since the depths of the great recession if first quarter economic growth repeats the lackluster results of the fourth quarter of 2018.Investors digested the news that the U.S.Treasury yield curve had inverted for the first time in a decade with reactions ranging from a shrug to a shudder,depending on their view as to whether or not inversion invariably leads to recession.Inversion is a strong signal that has often,but not always,led to recession. 3 PARS: County of Contra Costa Dismissing the bond market’s skeptical outlook,the equity market’s more sanguine view also implied that lingering and unresolved geopolitical issues are likely to see a positive outcome in the near future.Not surprisingly,escalation of U.S./China trade tensions was avoided and expectations of a forthcoming resolution have increased.Meanwhile,Brexit has seen little progress save for buying a little more time for the UK Parliament to agree on a deal to leave the European Union.Given the current status of the stalemate,a disorderly ‘no deal’Brexit cannot be ruled out. Event risk aside,there is no doubt that global growth is slowing.What is debatable is the effectiveness of the varying policy responses from both a fiscal and monetary perspective.The European Central Bank and Peoples Bank of China have joined the dovish central bank chorus.China has also deployed fiscal stimulus measures,including tax cuts,in an effort to reaccelerate growth.The early read from March data is showing signs of green shoots,but more time will be needed to determine if the current expansionary cycle will get a second wind.Until then,the divergent views between stock and bond investors are likely to go unreconciled. Market Overview/Performance Discussion Total Plan The County of Contra Costa OPEB Plan returned 8.65% net of investment fees in the first quarter, which exceeded the County’s Plan benchmark target of 8.36%. Performance was supported by numerous managers who registered strong relative performance in the quarter, that ranked in the top quartile of their respective peer universes. Highlighted areas of strength included small cap equity, global equity, REIT equity, international equity and domestic fixed income. With respect to asset allocation decisions, a slight overweight to stocks, and an underweight to bonds aided performance in the quarter, as equity returns rebounded strongly from a weak fourth quarter. Throughout the quarter, an increase to the REIT allocation was also beneficial to performance as REITs were the second strongest performing segment of the Plan. There were two blemishes in the quarter. One was the overweight to value vs. growth in both the large cap and small cap equity segments. The relative outperformance for value in the fourth quarter did not carry over to the most recent quarter. The other disappointment was the alternative segment, which underperformed relative to the benchmark However, this underperformance was due to one specific manager, the AQR Equity Market Neutral Fund, that delivered disappointing (negative) performance in the quarter. At the end of the quarter, we removed this manager from the investment portfolio. The other three managers in the alternative space posted respectable numbers for quarter. 4 PARS: County of Contra Costa Domestic Equity Domestic equities rebounded strongly in the first quarter,driven by Fed dovishness,relief regarding the end of the government shut-down,and optimism for the U.S./China trade deal.Even as domestic companies’earnings estimates for 2019 were being reduced throughout the quarter, investors decisions were more influenced by the Fed’s accommodative monetary policy.U.S.stocks across all market capitalization ranges were up double digits with large cap modestly underperforming both mid cap and small cap equities.Growth rebounded with the Russell 1000 Growth Index outperforming the Russell 1000 Value Index (16.1%vs.11.9%).In the small cap category,Growth also led Value by a similar margin (17.1%vs.11.9%).The allocation stance in the Plan has favored value over growth over the last one year,due mainly to the ‘stretched’ valuations,in our opinion,of growth stocks relative to value stocks.With the exception of the fourth quarter of last year,this positioning has not been beneficial to performance in the Plan.This tactical allocation is currently under review. The more economically cyclical sectors such as technology (+20%),industrials (+17%),energy (+16%)and consumer discretionary (+16%),were the leading areas of first quarter performance for the large cap segment.Conversely,defensive areas such as health care (+7%),utilities (+11%)and staples (+12%)lagged.Health care was impacted by several companies suffering high profile failures with respect to new drug adoption.The real story though for health care in the quarter was fear that potentially the 2020 elections might see the Democrats attempt to enact significant reforms in the health care sector.Insurers such as Anthem,Cigna,and United Health saw steady declines in their stock prices throughout the quarter. Monetary policy remains supportive for U.S.stocks,and that more than anything was the main driver for the equity market in the first quarter.It is no coincidence that when Fed Chairman Jay Powell took the stage at the American Economic Association’s annual meeting in Atlanta on January 4th,flanked by Janet Yellen and Ben Bernanke (pair of doves),and indicated that the Federal Reserve would be ‘patient’with respect to the path of future rate hikes,the market took off.And the Fed can afford to be patient,as earnings revisions have continued to be reduced and worrisome inflationary readings are nowhere to be found. 5 PARS: County of Contra Costa •The Plan’s large cap equity segment returned 13.55%in the quarter,which trailed the Russell 1000 Index return of 14.0%. •The iShares Russell 1000 ETF 13.98%in the quarter. •The Columbia Contrarian Core Fund returned 14.22%in the quarter,which outperformed the benchmark.The Fund ranked in the 17th percentile of the Morningstar Large Cap Blend Universe. •The Harbor Capital Appreciation Fund returned 17.59%in the quarter,which beat the Russell 1000 Growth Index’s return of 16.10%. The Fund ranked in the 18th percentile of the Morningstar Large Cap Growth Universe. •The T.Rowe Price Growth Stock Fund returned 15.92%in the quarter,which slightly trailed the Russell 1000 Growth Index.The Fund ranked in the 46th percentile of the Morningstar Large Cap Growth Universe. •The Dodge and Cox Stock Fund gained 10.29%in the quarter,but lagged the Russell 1000 Value Index’s return of 11.93%.The Fund ranked in the 79h percentile of the Morningstar Large Cap Value Universe. •The Vanguard Growth and Income Fund registered a 13.32%return in the quarter,and trailed the Russell 1000 Index.The Fund ranked in the 49th percentile of the Morningstar Large Cap Blend Universe. •The mid cap equity segment returned 16.47%in the quarter,which was in-line with the Russell Mid Cap Index return of 16.54%. •The iShares Russell Mid Cap ETF returned 16.48%in the first quarter. •The small cap equity segment returned 15.31%in the quarter,which exceeded the Russell 2000 Index return of 14.58%. •The iShares Russell 2000 ETF returned 14.56%in the first quarter. •The T.Rowe Price New Horizons Fund returned 20.78%in the quarter,and outperformed the Russell 2000 Growth Index return of 17.14%.The Fund ranked in the 18th percentile of Morningstar’s Small Cap Growth Universe.We sold out of the investment on February 19,2019. •The Victory RS Small Cap Growth Fund returned 22.84%in the first quarter,which outperformed the Russell 2000 Growth Index.The Plan initiated a position in this manager on February 19,2019.For the full quarter period,the fund ranked in the 8th percentile of the Morningstar Small Cap Growth Universe. •The Undiscovered Managers Behavioral Value Fund returned 13.99%in the quarter,and outperformed the Russell 2000 Value Index’s return of 11.93%.The Fund ranked in the 16th percentile of Morningstar’s Small Cap Value Universe. 6 PARS: County of Contra Costa Real Estate In the face of supportive economic fundamentals U.S.REIT returns posted attractive returns in the first quarter.Real estate equities were the second strongest performing asset class segment within the Plan,trailing only mid cap equity in the quarter,as the Dow Jones Wilshire REIT Index gained 16.02%Returns were broad based with every significant category within the REIT universe posting double digit gains.Leading sectors included residential (+17%),hotel (+16%),and industrial (+20%).Even the laggard industries (relative to the benchmark)generated reasonable absolute returns:retail (+14%),health care (+12%)and self-storage (+10%).Aside from economic fundamentals supporting REIT investments,the belief that the Federal Reserve may potentially be on the sidelines with respect to hiking interest rates also supported optimism for the asset class.When looking at technical factors,supply and demand appears to be supportive.Within commercial real estate,demand appears to be strong,while supply is reasonable,which should lead to a steady increase in rental prices.While for several quarters,the heightened risk of e-commerce has worried REIT investors from the standpoint of the negative impact to shopping centers and regional malls, two sectors that have benefitted within REITs include data warehouses and industrial REITs.The need for distribution centers in certain logistically important areas,has supported growth for industrial REITs.A final consideration that many analysts point to are strong cash flow and solid balance sheets that many REITs maintain –giving investors confidence in the strength of the underlying companies. The Vanguard REIT ETF returned 17.29%which ranked in the 16th percentile. International/Global Equity International markets were higher for the quarter but trailed U.S.returns.Tariff issues,slowing economic data,Brexit concerns,and a modest shift in monetary policy bias from central banks were the themes that impacted international equity markets in the quarter.European stocks gained in the face of slowing growth throughout the Eurozone.Purchasing Manager Index readings began to show signs of weakness in mid- 2018,and soon after deterioration in Eurozone GDP growth was noticeable.In reaction to this,the ECB president Mario Draghi shifted to a more dovish stance early this year and has stated a readiness to add more stimulus should conditions warrant.This support was viewed positively across the Eurozone,but probably was most noticeably felt in Italy,where Italian stocks soared +14.6%in the quarter.Other Eurozone markets also showed strength with Switzerland (+13.1%),France (+10.7%)and Denmark (+13.2%)also generated nice gains. The Japanese market was up less than 7%,after suffering a difficult fourth quarter,and in this respect only marginally participated in the global stock market rally of the first quarter.Being an island nation,the economy is much more sensitive to global trade.Manufacturing showed weakness in the form of a decline in machine orders.Economists highlighted the persistent low inflationary reading out of Japan,with core inflation rising 0.7%in February.In January,the Bank of Japan lowered its 2019 core inflationary forecast. 7 PARS: County of Contra Costa Representing nearly 30%of the emerging market index,China has a meaningful impact on asset class performance.Tariffs and high overall debt levels in China have contributed to a slowdown in the economy.Chinese stocks (+17.7%)rallied on the back of significant fiscal stimulus measures that the government has executed over the last few months,in an effort to reaccelerate growth.The early read from March data is showing signs of green shoots,but more time will be needed to determine if the current expansionary cycle will get a second wind.Additionally, Chinese shares have also gained due to the belief by many investors that the U.S.and China will avert a trade war.China was ‘the’emerging market story for the first quarter,however Russia (+12.2%)deserves at least an asterisk with respect to performance.Crude oil prices rose throughout the quarter as sanctions against Iran and Venezuela,coupled with OPEC related supply cuts,spurred prices higher. •The Plan’s international/global equity segment returned 11.64%in the quarter.This return outperformed the MSCI EAFE Index return of 9.98%but lagged the MSCI ACWI Index return of 12.18%. •The iShares MSCI EAFE Index ETF returned 9.96%in the quarter. •The Dodge &Cox International Stock Fund returned 9.78%in the quarter and underperformed the MSCI EAFE Index.The Fund ranked in the 24th percentile of the Foreign Large Blend Universe as measured by Morningstar. •The MFS International Fund returned 12.61%in the quarter and outperformed the MSCI EAFE Index.The Fund ranked in the 53rd percentile for foreign large cap growth managers as measured by Morningstar. •The iShares MSCI ACWI Index ETF returned 12.24%in the quarter. •The American Funds New Perspective Fund recorded a 13.99%return in the first quarter,which outperformed the MSCI ACWI Index and ranked in the 25th percentile within the Morningstar World Stock Universe •The MFS Global Equity R6 Fund returned 14.69%,which outperformed the benchmark and ranked in the 19th percentile of the Morningstar World Stock Universe. •The Hartford Schroders Emerging Market Equity Fund returned 10.51%during the quarter and outperformed the MSCI Emerging Market benchmark return of 9.92%.The Fund ranked in the 44th percentile of the Morningstar Emerging Market Universe. Fixed Income Last year’s fourth quarter meltdown among risk assets was followed by a swift reversal in the new year as those same assets gained as much or more during the first quarter as they lost during the prior quarter.The swiftness of the reversal was such that most of the gains came in January, sparked by comments from Fed Chairman Powell that Fed policy going forward would be flexible,and that they were in no hurry to raise interest rates.Prior to that,investors were fearful the Fed was on a pre-determined path to continue tightening policy until ultimately causing a recession. In October Chairman Powell said,“We’re a long way from neutral…”when the fed funds rate was already at 2%to 2¼%and the Fed was projecting at least three more rate hikes.In addition,the Chairman made a comment in December that left the impression the Fed would continue to shrink its balance sheet without regard for the impact on the economy or the financial markets.So,on January 4th Chairman Powell took the opportunity to reassure markets that the Fed was not on a rigid,predetermined tightening path,but would be flexible with all its policy tools,including the balance sheet. 8 PARS: County of Contra Costa Fixed Income (Cont.) Investors liked what they heard and subsequently drove bond prices sharply higher.The Bloomberg Barclays Aggregate Bond Index gained 2.9%for the first quarter,as U.S.Treasuries gained 2.1%.Although the ten-year Treasury yield had already declined from its early November high of nearly 3½%to 2.7%at year-end,it continued to fall and ended the first quarter at 2.4%.Investment-grade corporate bonds returned 5.1%,while non-investment grade bonds advanced 7.3%.At quarter-end,investment-grade bond spreads were +127,tighter by 32 basis points since the beginning of the year. After nine rate hikes beginning in December 2015,rates were left unchanged at the most recent FOMC meeting in March,in a range of 2¼%to 2½%.Following that meeting Chairman Powell said,“The federal funds rate is now in the broad range of estimates of neutral,”meaning the Fed is near the end of its tightening campaign,and therefore expects no more rate hikes this year and only one in 2020.Up until the March FOMC meeting,the Fed’s official forecast called for two more rate hikes in 2019 and a continued $600 billion annual reduction in the Fed’s securities portfolio.Investors disagreed,however,fearing that the Fed tightening was too aggressive and would therefore result in a recession.While the Fed continued to raise short term interest rates,long term interest rates declined,resulting in a flatter yield curve and finally a brief inversion. Since inverted yield curves have a track record of predicting recessions,the news received a lot of attention.But now that the Fed has taken any rate hikes off the table for the remainder of this year,the curve has returned to a slight positive slope.If the curve does invert at some point,keep in mind that the average time between inversion and recession is 311 days,so there will be plenty of time to prepare. Although first quarter corporate earnings are expected to be slightly below last year’s,both business and consumer confidence remain high, inflation remains low,and job growth continues to be very healthy.In fact,the most recent payroll release for March was the 102nd straight month of positive payroll growth,more than double the second longest streak which ended in June 1990 at 48 straight months without a loss of jobs. However,the good news is already reflected in corporate spreads,which are now at 117 basis points.This level is well below average and much closer to the recent five year low of 90 basis points than the high of 221 basis points,making us more likely to reduce corporate exposure going forward. •The Plan’s fixed income segment returned 3.31%in the quarter,which outperformed the Bloomberg Barclays Aggregate Index return of 2.94%. •The separately managed fixed income portfolio returned 3.28%which exceeded the benchmark.The portfolio would have ranked approximately in the 44th percentile of the Morningstar Intermediate Term Bond Universe. •The PIMCO Total Return Bond Fund posted a 2.78%return in the quarter,which ranked in the 74th percentile of Morningstar’s Intermediate-Term Bond Universe.The Fund lagged the Index. •The Prudential Total Return Bond Fund returned 4.02%in the quarter.This ranked in the 10th percentile of Morningstar’s Intermediate-Term Bond Universe and outperformed the benchmark. 9 PARS: County of Contra Costa Alternative Investments The Alternatives portion of the Plan returned 0.89%and underperformed the Wilshire Liquid Alternative Index return of 3.21%The lag with respect to the benchmark was mainly due to the performance of the AQR Equity Market Neutral Fund (-2.14%).The manager has been on the Plan’s watch list for the past two quarters,for performance related issues.We eliminated the manager in March.The AQR organization is widely regarded as a market leader in quantitative-based alternative investing.Based on assets under management,they might be the market leader in alternative investing.In our due diligence on the firm during the “watch list”period,and before the manager was placed on ‘watch’,our belief in the quality and the consistency of their work was never questioned.The manager’s focus on investing in high quality companies at reasonable/cheap valuations,is noble.Further,the manager’s process never deviated from their stated methodology.The decision to eliminate the manager from the Plan was a difficult one,but ultimately it was based on a lack of confidence as to “when”investment performance might turnaround;but this is one of the dynamics of assets in ‘non-correlated’investment vehicles. The Eaton Vance Global Macro Fund returned 2.01%in the quarter.Long currency positions in Egypt,Iceland,and Sri Lanka added to returns. The top contributing position was exposure to a New Zealand inflation linked bond.Modest detractors for the quarter included long Turkish sovereign credit and long Argentine sovereign credit exposure.The Blackrock Strategic Income Fund gained 2.49%.Most of the gains in the quarter came in January.Emerging market debt,long positions in investment grade fixed income,and select high yield issues added value in the quarter. A new manager added at the end of the quarter was the Blackrock Event Driven Equity Fund.This is an absolute return event driven strategy, primarily investing in companies that have announced,or that BlackRock expects to undergo,a material change.The team employs a fundamentally-driven investment process focused on identifying investments that have a sufficiently defined catalyst path.Investments span a broad spectrum of both hard and soft catalysts including:announced mergers and acquisitions,spin-offs,financial/strategic restructuring, management changes,synergistic acquisitions,collaborative activism,as well as other transformative events.Roughly 70%of the portfolio will be in hard catalyst ideas with the remaining 30%invested in soft catalyst ideas.The strategy is managed by Mark McKenna and supported by three portfolio managers who have all worked for and been trained by Mr.McKenna at prior firms.The senior investment team has worked with each other for over a decade resulting in a highly collaborative work environment in which they evaluate each situation holistically,based on their specific backgrounds and focuses.Additionally,the senior investment team is supported by two generalist research analysts.The portfolio will generally have between 30 to 60 trade ideas at any one time,and a portfolio of roughly 70 names. 10 PARS: County of Contra Costa Alternative Investments (Cont’d) An additional new manager was added in February:the Western Asset Macro Opportunities Fund.Headed by Western Asset’s long-time CIO, Ken Leech,the fund is an absolute return oriented (benchmark agnostic)fund focusing on relative-value opportunities from the top down in global interest rates and global credit (focused on U.S.,Europe and Asia)using diversified investment strategies in highly liquid derivative securities and cash bonds.The strategy may invest in cash bonds,futures,options and other derivatives,and single-name credit default swaps.Historically, duration exposure has ranged from +10 to -4.1 years.Absolute returns will be driven primarily by the investment team’s ability to correctly identify long term macro themes across global rate /credit markets and position the fund accordingly,although it should be noted the funds will typically have a net long credit bias.Ken Leech and Co-portfolio manager Prashant Chandran (Head of Derivatives)are supported by two dedicated investment professionals,with the majority of the trade ideas harvested from the Global Investment Strategy Committee (top down) and sector teams (bottom up),which draw on nearly all of Western Asset’s 125 investment professionals.We initiated our position in late February.For the quarter the manager returned a strong 4.73%return,most of the gains were generated in January when the Fund was up 4.4%.Performance in March was up 0.68%.For the entirety of the quarter,emerging market debt and investment grade credit were the leading components for performance. •The alternative investment segment returned 0.89%in the first quarter,which trailed the Wilshire Liquid Alternatives Index return of 3.21%. •The BlackRock Strategic Income Opportunity Fund returned 2.49%,which lagged the benchmark,and ranked in the 55th percentile of Morningstar’s Non-Traditional Bond Universe. •The Eaton Vance Global Macro Absolute Return Fund gained 2.01%which ranked in the 73rd percentile of Morningstar’s Non- Traditional Universe •The Western Asset Macro Opportunities Fund returned 4.73%in the first quarter and ranked in the 13th percentile of Morningstar’s Non-Traditional Universe.We began investment in this fund on February 28,2019. •The BlackRock Event Driven Equity Fund returned 2.25%in the quarter.We initiated our first investment in the manager at the end of the quarter,March 29,2019. •The AQR Market Neutral Fund returned -2.14%,which ranked in the 78th percentile of Morningstar’s Market Neutral Universe.The fund lagged the benchmark.We exited from this investment on March 29th,2019. 11 PARS: County of Contra Costa Asset Allocation/Portfolio Transitions In the quarter we made several changes at the manager level.First,within alternatives we eliminated the AQR Equity Market Neutral Fund.This fund had been on the watch list for several quarters.The decision to exit the fund was due to performance.We added two new managers to the alternative segment:the BlackRock Event Driven Equity Fund and the Western Asset Macro Opportunities Fund. In the month of February,we made a change within the small cap growth sector,replacing the T.Rowe Price New Horizons Fund with the Victory RS Small Cap Growth Fund.There was an announced change within the investment management structure within the T.Rowe Fund,as long- time manager Henry Ellenbogen announced he was leaving the Fund to pursue other interests.Due to his departure,we chose to eliminate the Fund from the Plan,and invest in the Victory RS Small Cap Growth Fund.It was not a difficult decision,but it was a painful one.The New Horizons Fund has been a staple within the investment structure of our PARS portfolios since day 1,which spans more than a decade.The Fund,simply put,has generated both the strongest absolute return,as well as the strongest relative return to a benchmark,of any of our investment managers –hence the “pain”part of the decision.However,the new management team,is not the management team that generated all of the wonderful performance numbers,and from that standpoint,we felt compelled to make the change,and feel comfortable with the Victory RS Fund as a replacement offering. With respect to asset allocation targets,we reduced small cap equity by -1.25%,and increased the REIT investment allocation by +1.25%. The alternative allocation was increased by +0.5%,due to the addition of the new BlackRock Event Driven Equity Fund. 12 PARS: County of Contra Costa Manager Watch List Name of Fund Date on watch list Date exiting watch list Recommendation Rationale Columbia Contrarian Core Fund 3Q 2018 Retain on Watch List Annualized return trails the benchmark or median return trails on a 3-year basis for more than three consecutive quarters Dodge & Cox International 3Q 2018 Retain on Watch List Underperformance relative to the benchmark AQR Equity Market Neutral I 3Q 2018 1Q 2019 Eliminated from Portfolio Manager performance 13 PARS: County of Contra Costa 14 PARS: County of Contra Costa 12/31/2018 12/31/2018 3/31/2019 3/31/2019 Target Asset Allocation Market Value % of Total Market Value % of Total Allocation Large Cap Equities Columbia Contrarian Core Inst3 7,792,539 3.0%8,900,668 3.1%-- iShares Russell 1000 ETF 17,296,307 6.7%19,470,573 6.8%-- Vanguard Growth & Income Adm 9,111,140 3.5%10,324,355 3.6%-- Dodge & Cox Stock Fund 7,812,908 3.0%8,945,452 3.1%-- Harbor Capital Appreciation Retirement 2,606,511 1.0%3,064,923 1.1%-- T. Rowe Price Growth Stock Fund 2,604,296 1.0%3,018,978 1.1%-- Total Large Cap Equities 47,223,700$ 18.2%53,724,950$ 18.7%17.0% Range Range 13-32% Mid Cap Equities iShares Russell Mid-Cap ETF 14,579,242 5.6%15,917,678 5.5%-- Total Mid Cap Equities 14,579,242$ 5.6%15,917,678$ 5.5%6.0% Range Range 2-10% Small Cap Equities iShares Russell 2000 ETF 13,267,214 5.1%11,274,619 3.9%-- Undiscovered Managers Behavioral Val R6 6,457,264 2.5%6,870,058 2.4% Victory RS Small Cap Growth R6 ----4,349,504 1.5% T. Rowe Price New Horizons Fund 3,913,613 1.5%------ Total Small Cap Equities 23,638,091$ 9.1%22,494,181$ 7.8%8.0% Range Range 4-12% International Equities DFA Large Cap International I 3,888,931 1.5%4,296,760 1.5%-- iShares MSCI EAFE ETF 11,822,010 4.6%13,044,838 4.5%-- Dodge & Cox International Stock Fund 3,877,351 1.5%4,256,577 1.5%-- MFS® International Growth R6 3,880,226 1.5%4,369,352 1.5%-- Hartford Schroders Emerging Mkts Eq Y 3,844,259 1.5%4,248,335 1.5%-- Total International Equities 27,312,777 10.5%30,215,862$ 10.5%9.0% Range Range 4-16% Global Equities MSCI iShares ACWI Index ETF 10,564,265 4.1%11,542,629 4.0% American Funds New Perspective R6 3,900,791 1.5%4,350,023 1.5% MFS Global Equity FD CL R5 #4818 3,896,959 1.5%4,351,600 1.5% Total Global Equities 18,362,015$ 7.1%20,244,253$ 7.0%7.0% Range Range 4-12% Asset Allocation Period Ending March 31, 2019 15 PARS: County of Contra Costa 12/31/2018 12/31/2018 3/31/2019 3/31/2019 Target Asset Allocation Market Value % of Total Market Value % of Total Allocation Real Estate Vanguard Real Estate ETF 8,544,081 3.3%13,030,938 4.5% 8,544,081$ 3.3%13,030,938$ 4.5%4.0% Range Range 0-8% Fixed Income Core Fixed Income Holdings 68,245,056 26.3%77,018,273 26.8%-- PIMCO Total Return Instl Fund 11,689,017 4.5%13,590,414 4.7%-- Prudential Total Return Bond Q 11,634,035 4.5%13,609,025 4.7%-- Total Fixed Income 91,568,107$ 35.3%104,217,712$ 36.3%38.0% Range Range 30-50% Alternatives BlackRock Strategic Income Opps K 6,426,137 2.5%5,769,632 2.0%-- Eaton Vance Glbl Macro Abs Ret I 6,410,095 2.5%7,146,722 2.5%-- BlackRock Event Driven Equity Instl ----4,298,590 1.5%-- Western Asset Macro Opportunities IS ----4,299,740 1.5%-- AQR Equity Market Neutral I 5,166,588 2.0%------ Total Alternatives 18,002,820$ 6.9%21,514,684$ 7.5%10.0% Range Range 5-20% Cash Money Market 10,374,096 4.0%5,955,500 2.1%-- Total Cash 10,374,096$ 4.0%5,955,500$ 2.1%1.0% Range Range 0-5% TOTAL 259,604,930$ 100.0%287,315,757$ 100.0%100.0% Asset Allocation Period Ending March 31, 2019 *Ending Market Value differs from total market value on the previous page due to differences in reporting methodology. The ab ove ending market value is reported as of trade date and includes accruals. The Asset Allocation total market value is reported as of settlement date. 16 PARS: County of Contra Costa Investment Summary First Quarter 2019 Year to Date 2019 Beginning Value 260,226,787.74 260,226,787.74$ Net Contributions/Withdrawals 4,952,506.76 4,952,506.76 Fees Deducted -48,517.74 -48,517.74 Income Received 1,515,768.86 1,515,768.86 Market Appreciation 21,291,069.13 21,291,069.13 Net Change in Accrued Income 46,314.78 46,314.78 Ending Market Value*287,983,929.53$ 287,983,929.53$ * Investment Summary First Quarter 2018 Year to Date 2018 Beginning Value 254,664,786.12$ 254,664,786.12$ Net Contributions/Withdrawals 4,937,285.25 4,937,285.25 Fees Deducted -48,303.65 -48,303.65 Income Received 1,039,762.11 1,039,762.11 Market Appreciation -3,601,344.87 -3,601,344.87 Net Change in Accrued Income -76,501.69 -76,501.69 Ending Market Value*256,915,683.27$ 256,915,683.27$ * Investment Summary Period Ending March 31, 2019 Investment Strategy As of March 31, 2019 Tactical Asset Allocation Asset Class % Portfolio Weighting Rationale Target Current Portfolio Over/Under Weighting Cash 1.0%2.25%+1.25%We maintain a slight overweight,despite the increase to the alternative segment. Fixed Income 38.0%36.25%-1.75%We have revised our Fed Funds forecast for interest rate hikes in 2019.Our forecast calls for the Fed hiking between 0-1 times in 2019. We expect the Fed to move cautiously in 2019 as economic data appears to be softening.We see the Fed Funds hiking cycle peaking in 2020 at a 3%level.Inflation should moderately accelerate as the impact of fiscal stimulus increases aggregate demand,but will likely not exceed 2.2%,using Core PCE as the primary inflation reading. Alternatives 10.0%7.5%-2.5%The alternative allocation was modestly increased in the first quarter,however we maintain our underweight.Cash returns and fixed income returns appear more appealing in an environment where the Fed may be pausing with respect to the interest rate hiking cycle.In the quarter there was some turnover with respect to the managers in the alternative segment. Real Estate (REITS)4.0%4.5%+0.5%With the Fed likely curtailing their interest rate hiking policy,we see support for REIT equity.REIT fundamentals will likely be aided by positive unemployment trends,consumer spending,and GDP growth.The statements from the Federal Reserve over the course of the quarter,indicating that they would be on the sidelines for 2019,compelled us to move to an overweight in the REIT segment this quarter. Valuations are not cheap when compared to fixed income,and other equity categories,hence the small overweight to REITs.REITs have historically performed well in late-cycle periods. Global Equity 7.0%7.0%-A variety of global economic readings are indicating a deceleration in global growth. Lingering uncertainty or outright escalation of countervailing tariffs in the China/US trade war, and/or a “hard” Brexit could serve to further slow global growth and possibly cause a recession. While we expect resolutions to emerge before the worst outcomes are realized, we remain cautious (neutral) due to the difficulty in handicapping politically charged confrontations. International (Developed)9.0%9.0%-Global trade represents a larger percentage of GDP for many international nations,than it does for the U.S.As such,uncertainties with global trade that arise from renewing NAFTA,trade skirmishes with China,and threats of applying tariffs on European auto manufacturers, creates an overhang on international equities.Global Purchasing Manager data shows pockets of strength,but noticeable declines in certain regions:Eurozone,Germany,and Spain.Global central banks are offering commentary supportive of maintaining interest rates at low levels.The MSCI-EAFE Index trades at roughly a forward PE level of 13X,which compels us to maintain an equal weighting vs.the policy index. International (Emerging)0.0%1.5%+1.5%The economic slowdown in China,due to trade related issues,has been met by stimulus measures by the Chinese central bank.This should bear fruit for the Chinese economy for the remainder of the year.Reasonable PE valuations of 11.5X next year’s earnings support maintaining a positon within emerging market equities.Global Purchasing Managers’Index readings in March have shown improvement in some of the more significant regions within emerging markets:China Korea,Taiwan,and Russia.Mexico was the only noticeable decliner. Total Domestic Equity 31.0%32.0%+1.0% Large Cap 17.0%18.75%+1.75%Earnings estimates have been revised lower for the S&P500.We are using an estimate of $168-$172/share for calendar year 2019,which places the current PE multiple at 17X;in-line with the multiple over the last several years. Mid Cap 6.0%5.5%-0.50%Valuations are a bit stretched in mid cap.Mid cap and small cap contain a higher percentage of non-earning companies Small Cap 8.0%7.75%-0.25%We moved to a slight underweight allocation in small cap in the quarter.While fundamentals appear fine,we used this as a source of funds for an increase in our REIT investment. 17PARS: County of Contra Costa Inception Date: 02/01/2011 * Benchmark from February 1, 2011 to June 30, 2013: 18% Russell 1000 Index, 6% Russell Midcap Index, 8% Russell 2000 Index, 8 % MSCI ACWI Index, 10% MSCI EAFE Index, 45% Barclays Aggregate Index, 4% DJ Wilshire REIT Index, 1% Citigroup 3 Month T Bill Index. From July 1, 2013 to June 30, 2015: 17% Russell 1000 Index, 6% Russell Midcap Index, 8% Russell 2000 Index, 7% MSCI AC World US Index, 9% MSCI EAFE Index, 38% Barclays Aggregate Index, 4% DJ Wilshire REIT Index, 10% HFRI FOF Market Defensive Index, 1% Citigroup 3 Month T-Bill Index. From July 1, 2015: 17% Russell 1000 Index, 6% Russell Midcap Index, 8% Russell 2000 Index, 7% MSCI AC World Index, 9% MSCI EAFE Index, 38% Barclays Aggregate Index, 4% DJ Wilshire REIT Index, 10% Wilshire Liquid Alternative Index, 1% Citigroup 3 Month T-Bill Index ** Dynamic Alternatives Index represents the HFRI FOF Market Defensive Index from 07/01/2013 until 06/30/2015, and then the W ilshire Liquid Alternatives Index from 07/01/2015 forwards. Returns are gross-of-fees unless otherwise noted. Returns for periods over one year are annualized. The information presented ha s been obtained from sources believed to be accurate and reliable. Past performance is not indicative of future returns. Secu rities are not FDIC insured, have no bank guarantee, and may lose value. 18 PARS: County of Contra Costa Year to Date (3 Months) 1 Year 3 Years 5 Years Inception to Date (98 Months) Cash Equivalents .56 1.98 1.08 .67 .42 FTSE 3 Month T-Bill Index .60 2.11 1.17 .72 .47 Fixed Income ex Funds 3.28 4.80 2.43 2.88 3.45 Total Fixed Income 3.31 4.68 2.65 2.94 3.54 BBG Barclays US Aggregate Bd Index 2.94 4.48 2.03 2.74 3.09 Total Equities 13.88 4.27 11.50 7.28 8.99 Large Cap Funds 13.55 8.08 13.74 10.23 11.54 Russell 1000 Index 14.00 9.30 13.52 10.63 12.40 Mid Cap Funds 16.47 6.57 11.73 8.10 9.82 Russell Midcap Index 16.54 6.47 11.82 8.81 11.35 Small Cap Funds 15.31 3.47 13.59 8.17 11.42 Russell 2000 Index 14.58 2.05 12.92 7.05 10.17 International Equities 11.64 -1.80 9.42 3.75 5.09 MSCI AC World Index 12.18 2.60 10.67 6.45 7.45 MSCI EAFE Index 9.98 -3.71 7.27 2.33 4.17 MSCI EM Free Index 9.92 -7.41 10.68 3.68 1.74 REIT Funds 17.41 20.56 5.98 8.94 9.31 Wilshire REIT Index 16.02 19.34 5.45 9.00 9.77 Alternatives .89 -5.60 -1.56 .60 Dynamic Alternatives Index 3.21 -.18 2.09 1.65 -.06 Total Managed Portfolio 8.67 3.72 6.75 4.99 5.98 Total Account Net of Fees 8.65 3.65 6.67 4.90 5.86 Contra Costa Policy Benchmark 8.36 4.84 6.87 5.34 6.42 Selected Period Performance PARS/COUNTY OF CONTRA COSTA PRHCP Account 6746038001 Period Ending: 3/31/2019 COUNTY OF CONTRA COSTA 19 PARS: County of Contra Costa 3-Month YTD 1-Year 3-Year 5-Year Fund Name Inception Return Rank Return Rank Return Rank Return Rank Return Rank Columbia Contrarian Core Inst3 (7/13)14.22 17 14.22 17 6.76 60 11.13 71 9.81 39 T. Rowe Price Growth Stock I 15.92 46 15.92 46 10.62 53 18.16 19 13.81 16 Harbor Capital Appreciation Retirement 17.59 18 17.59 18 11.60 43 18.57 16 13.99 14 Dodge & Cox Stock (10/14)10.29 79 10.29 79 4.31 52 14.10 4 8.65 21 Vanguard Growth & Income Adm (12/16)13.32 49 13.32 49 8.84 36 13.03 34 10.88 10 iShares Russell 1000 ETF (3/15)13.98 23 13.98 23 9.18 30 13.38 21 10.50 22 Russell 1000 TR USD 14.00 --14.00 --9.30 --13.52 --10.63 -- iShares Russell Mid-Cap ETF (3/15)16.48 12 16.48 12 6.38 17 11.65 27 8.65 14 Russell Mid Cap TR USD 16.54 --16.54 --6.47 --11.82 --8.81 -- Undiscovered Managers Behavioral Val R6 (9/16)13.99 16 13.99 16 -0.18 23 8.35 48 7.29 4 Russell 2000 Value TR USD 11.93 --11.93 --0.17 --10.86 --5.59 -- Victory RS Small Cap Growth R6 (2/19)22.84 8 22.84 8 6.14 59 20.54 17 10.85 17 T. Rowe Price New Horizons I Sold (2/19)20.78 18 20.78 18 18.40 5 23.06 3 14.29 1 Russell 2000 Growth TR USD 17.14 --17.14 --3.85 --14.87 --8.41 -- iShares Russell 2000 ETF (3/15)14.56 31 14.56 31 2.01 31 12.92 13 7.09 25 Dodge & Cox International Stock 9.78 24 9.78 24 -8.00 64 7.87 20 0.85 45 MFS International Growth R6 12.61 53 12.61 53 3.94 5 11.28 9 6.15 11 MFS Global Equity R6 (3/15)14.69 19 14.69 19 5.89 17 10.64 36 7.13 28 iShares MSCI EAFE ETF (3/15)9.96 58 9.96 58 -3.59 26 7.21 37 2.25 45 iShares MSCI ACWI ETF (3/15)12.24 47 12.24 47 3.00 42 10.97 30 6.74 36 American Funds New Perspective R6 (3/15)13.99 25 13.99 25 5.34 22 13.37 14 9.18 11 DFA Large Cap International I (12/18)10.49 32 10.49 32 -4.19 36 7.69 21 2.28 43 MSCI EAFE NR USD 9.98 --9.98 ---3.71 --7.27 --2.33 -- MSCI ACWI NR USD 12.18 --12.18 --2.60 --10.67 --6.45 -- Hartford Schroders Emerging Mkts Eq Y (11/12)10.51 44 10.51 44 -8.83 49 12.27 14 4.51 15 MSCI EM Free Index 9.92 --9.92 ---7.41 --10.68 --3.68 -- Data Source: Morningstar, SEI Investments Returns less than one year are not annualized. Past performance is not indicative of future returns. The information presented has been obtained from sources believed accurate and reliable. Securities are not FDIC insured, have no bank guarantee and may lose value. LARGE CAP EQUITY FUNDS MID CAP EQUITY FUNDS SMALL CAP EQUITY FUNDS INTERNATIONAL EQUITY FUNDS For Period Ending March 31, 2019 COUNTY OF CONTRA COSTA PARS: County of Contra Costa 20 3-Month YTD 1-Year 3-Year 5-Year Fund Name Inception Return Rank Return Rank Return Rank Return Rank Return Rank Vanguard Real Estate ETF (6/17)17.29 16 17.29 16 20.06 16 5.74 48 8.79 41 Wilshire REIT Index 16.02 --16.02 --19.34 --5.45 --9.00 -- Core Fixed Income Portfolio 3.28 44 3.28 44 4.80 11 2.43 45 2.88 27 PIMCO Total Return Instl 2.78 74 2.78 74 3.83 62 2.80 27 2.85 29 PGIM Total Return Bond R6 (5/16)4.02 10 4.02 10 4.78 12 3.85 6 3.92 3 BBgBarc US Agg Bond TR USD 2.94 --2.94 --4.48 --2.03 --2.74 -- BlackRock Event Driven Equity Instl (3/19)2.25 28 2.25 28 7.98 5 5.41 5 5.34 -- BlackRock Strategic Income Opps K (7/13)2.49 55 2.49 55 1.67 57 3.73 48 2.49 38 Eaton Vance Glbl Macr Absolute Return I (7/13)2.01 73 2.01 73 -1.76 88 2.21 75 2.48 38 Western Asset Macro Opportunities IS (2/19)4.73 13 4.73 13 -0.34 79 6.11 14 4.82 3 AQR Equity Market Neutral I Sold (3/19)-2.14 78 -2.14 78 -13.55 96 -1.74 75 ---- Dynamic Alternatives Index 3.21 --3.21 ---0.18 --2.09 --1.65 -- Data Source: Morningstar, SEI Investments Returns less than one year are not annualized. Past performance is not indicative of future returns. The information presented has been obtained from sources believed accurate and reliable. Securities are not FDIC insured, have no bank guarantee and may lose value. ALTERNATIVE FUNDS REIT EQUITY FUNDS For Period Ending March 31, 2019 BOND FUNDS COUNTY OF CONTRA COSTA 21 PARS: County of Contra Costa . 2018 2017 2016 2015 2014 2013 2012 Fund Name Inception Return Rank Return Rank Return Rank Return Rank Return Rank Return Rank Return Rank Columbia Contrarian Core Inst3 (7/13)-8.81 82 21.89 28 8.77 73 3.25 7 13.14 27 36.04 15 18.68 -- T. Rowe Price Growth Stock I -0.89 37 33.84 15 1.58 63 10.93 --8.83 --39.20 --18.92 -- Harbor Capital Appreciation Retirement -0.96 37 36.68 5 -1.04 --10.99 --9.93 --37.66 --15.69 -- Dodge & Cox Stock (10/14)-7.07 31 18.33 24 21.28 6 -4.49 62 10.40 54 40.55 2 22.01 2 Vanguard Growth & Income Adm (12/16)-4.61 31 20.80 54 12.12 24 2.03 16 14.16 13 32.74 37 17.05 19 iShares Russell 1000 ETF (3/15)-4.91 37 21.53 37 11.91 27 0.82 30 13.08 28 32.93 35 16.27 29 Russell 1000 TR USD -4.78 --21.69 --12.05 --0.92 --13.24 --33.11 --16.42 -- iShares Russell Mid-Cap ETF (3/15)-9.13 30 18.32 27 13.58 61 -2.57 30 13.03 8 34.50 46 17.13 43 Russell Mid Cap TR USD -9.06 --18.52 --13.80 ---2.44 --13.22 --34.76 --17.28 -- Undiscovered Managers Behavioral Val R6 (9/16)-15.20 49 13.53 11 20.97 80 3.52 1 5.83 25 37.72 --23.55 -- Russell 2000 Value TR USD -12.86 --7.84 --31.74 ---7.47 --4.22 --34.52 --18.05 -- T. Rowe Price New Horizons I 4.17 4 31.67 9 7.95 69 4.54 --6.10 --49.11 --16.20 -- Russell 2000 Growth TR USD -9.31 --22.17 --11.32 ---1.38 --5.60 --43.30 --14.59 -- iShares Russell 2000 ETF (3/15)-11.02 36 14.66 24 21.36 43 -4.33 44 4.94 44 38.85 35 16.39 34 Dodge & Cox International Stock -17.98 81 23.94 72 8.26 2 -11.35 98 0.08 9 26.31 8 21.03 16 DFA Large Cap International I (12/18)-14.14 44 25.37 48 3.16 23 -2.86 72 -5.24 49 20.69 39 17.75 58 MFS International Growth R6 -8.79 9 32.58 31 2.79 6 0.40 52 -5.01 57 13.94 78 19.77 29 MFS Global Equity R6 (3/15)-9.51 62 24.04 41 7.43 27 -1.34 48 4.08 33 27.93 34 23.14 -- iShares MSCI EAFE ETF (3/15)-13.83 37 24.94 58 0.96 47 -0.90 46 -5.04 46 22.62 18 17.22 66 iShares MSCI ACWI ETF (3/15)-9.15 45 24.35 39 8.22 21 -2.39 62 4.64 28 22.91 63 15.99 51 American Funds New Perspective R6 (3/15)-5.56 18 29.30 16 2.19 77 5.63 6 3.56 40 27.23 38 21.19 14 MSCI EAFE NR USD -13.79 --25.03 --1.00 ---0.81 ---4.90 --22.78 --17.32 -- MSCI ACWI NR USD -9.42 --23.97 --7.86 ---2.36 --4.16 --22.80 --16.13 -- Hartford Schroders Emerging Mkts Eq Y (11/12)-15.42 45 41.10 18 10.53 ---12.68 ---4.61 ---2.28 --21.73 -- MSCI EM PR USD -16.64 --34.35 --8.58 ---16.96 ---4.63 ---4.98 --15.15 -- Data Source: Morningstar, SEI Investments Returns less than one year are not annualized. Past performance is not indicative of future returns. The information presented has been obtained from sources believed accurate and reliable. Securities are not FDIC insured, have no bank guarantee and may lose value. For Period Ending December 31, 2018 LARGE CAP EQUITY FUNDS MID CAP EQUITY FUNDS SMALL CAP EQUITY FUNDS INTERNATIONAL EQUITY FUNDS COUNTY OF CONTRA COSTA 22 PARS: County of Contra Costa . 2018 2017 2016 2015 2014 2013 2012 Fund Name Inception Return Rank Return Rank Return Rank Return Rank Return Rank Return Rank Return Rank Vanguard Real Estate ETF (6/17)-5.95 58 4.95 57 8.53 17 2.37 65 30.29 33 2.42 27 17.67 30 Wilshire US REIT TR USD -4.84 --4.18 --7.24 --4.23 --31.78 --1.86 --17.59 -- Core Fixed Income Portfolio .14 24 3.49 59 3.63 37 0.78 14 4.74 70 -1.40 41 5.42 69 PIMCO Total Return Instl -0.26 39 5.13 10 2.60 63 0.73 15 4.69 71 -1.92 60 10.36 12 PGIM Total Return Bond R6 (5/16)-0.63 57 6.71 2 4.83 13 0.09 44 7.25 5 -0.91 28 9.96 14 BBgBarc US Agg Bond TR USD 0.01 --3.54 --2.65 --0.55 --5.97 ---2.02 --4.21 -- BlackRock Strategic Income Opps K (7/13)-0.47 46 4.97 37 3.65 ---0.30 --3.89 --3.28 --9.92 -- AQR Equity Market Neutral I (2/16)-11.73 95 5.84 24 5.85 18 17.60 1 ------------ Eaton Vance Glbl Macr Absolute Return I (7/13)-3.29 81 4.29 47 4.00 61 2.63 7 3.03 18 -0.24 58 4.11 79 Dynamic Alternatives Index -4.24 --5.07 --2.29 ---5.19 --6.39 --0.54 ---1.67 -- Data Source: Morningstar, SEI Investments Returns less than one year are not annualized. Past performance is not indicative of future returns. The information presented has been obtained from sources believed accurate and reliable. Securities are not FDIC insured, have no bank guarantee and may lose value. REIT EQUITY FUNDS ALTERNATIVE FUNDS For Period Ending December 31, 2018 BOND FUNDS Columbia Contrarian Core Inst3 COFYX Key Informa�on Morningstar Category Morningstar Ra�ng Overall Incep�on Date Expense Ra�o Fund Size (Mil) Por�olio Date Manager Name US Fund Large Blend ÙÙÙ 11/8/2012 0.63 10,158.49 3/31/2019 Guy W. Pope Asset Alloca�on % Cash 2.7 US Equity 95.3 Non­US Equity 2.0 Total 100.0 Holdings­Based Style Map Micro Small Mid Large GiantDeep­Val Core­Val Core Core­Grth High­Grth Columbia Contrarian Core Inst3 3/31/2019 Russell 1000 TR USD 3/31/2019 US Fund Large Blend 2/28/2019 YTD Peer group quar�le 1 year Peer group quar�le 3 years Peer group quar�le 5 years Peer group quar�le 10 years Peer group quar�le Columbia Contrarian Core Inst3 Russell 1000 TR USD US Fund Large Blend 14.22 6.76 11.13 9.81 14.00 9.30 13.52 10.63 16.05 12.91 6.91 11.85 8.53 13.98 1 3 3 2 1 1 1 1 1 3 3 3 3 3 Rolling Returns Time Period: 4/1/2014 to 3/31/2019 Peer Group (5­95%): Open End Funds ­ U.S. ­ Large Blend Rolling Window: 3 Years 3 Months shi� Calcula�on Benchmark: Russell 1000 TR USD 04 05 06 07 08 09 10 11 12 2018 01 02 03 04 05 06 07 08 09 10 11 12 2019 01 02 03 5.0 10.0 15.0 20.0 Columbia Contrarian Core Inst3 Russell 1000 TR USDReturnPerformance Rela�ve to Peer Group Peer Group (5­95%): Open End Funds ­ U.S. ­ Large Blend ­2.5 0.0 2.5 5.0 7.5 YTD 1 year 3 years 5 years 10 years 10.0 12.5 15.0 17.5 Columbia Contrarian Core Inst3 Russell 1000 TR USD US Fund Large Blend ReturnReturns As of Date: 3/31/2019 Calcula�on Benchmark: Russell 1000 TR USD Quarter YTD 1 Year 3 Years 5 Years 10 Years 0.0 2.0 4.0 6.0 8.0 10.0 12.0 14.0 16.0 18.0 14.2 14.2 6.8 11.1 9.8 14.0 14.0 9.3 13.5 10.6 16.0 12.9 12.9 6.9 11.8 8.5 14.0 Columbia Contrarian Core Inst3 Russell 1000 TR USD US Fund Large Blend ReturnRisk­Reward Time Period: 4/1/2014 to 3/31/2019 Peer Group (5­95%): Open End Funds ­ U.S. ­ Large Blend Calcula�on Benchmark: Russell 1000 TR USD Std Dev 0.0 3.0 6.0 9.0 12.0 15.0 18.0 0.0 2.0 4.0 6.0 8.0 10.0 12.0 14.0 ReturnColumbia Contrarian Core Inst3 ­ Risk Time Period: 4/1/2014 to 3/31/2019 Calcula�on Benchmark: Russell 1000 TR USD Inv Bmk1 Return Std Dev Downside Devia�on Alpha Beta R2 Sharpe Ra�o (arith) Tracking Error 10.63 11.31 0.00 0.00 1.00 100.00 0.87 0.00 9.81 11.52 1.69 ­0.75 1.00 96.66 0.78 2.11 Monthly Es�mated Fund­Level Net Flow Time Period: 4/1/2014 to 3/31/2019 2015 2017 2019 ­500M ­250M 0M 250M 500M Columbia Contrarian Core Inst3 US Fund Large Blend Es�mated Fund­ L e v e l N e t Flow Monthly Return Source: Morningstar Direct, as of March 31, 2019 Informa�on provided herein was obtained from third­party sources deemed reliable. HighMark and its affiliates make no representa�ons or warran�es with respect to the �meliness, accuracy, or completeness of the informa�on and bear no liability for any loss arising from its use. Dodge & Cox Stock DODGX Key Informa�on Morningstar Category Morningstar Ra�ng Overall Incep�on Date Expense Ra�o Fund Size (Mil) Por�olio Date Manager Name US Fund Large Value ÙÙÙÙ 1/4/1965 0.52 69,858.99 12/31/2018 Mul�ple Asset Alloca�on % Cash 3.7 US Equity 83.7 Non­US Equity 12.6 Total 100.0 Holdings­Based Style Map Micro Small Mid Large GiantDeep­Val Core­Val Core Core­Grth High­Grth Dodge & Cox Stock 12/31/2018 S&P 500 TR USD 3/31/2019 US Fund Large Value 2/28/2019 YTD Peer group quar�le 1 year Peer group quar�le 3 years Peer group quar�le 5 years Peer group quar�le 10 years Peer group quar�le Dodge & Cox Stock Russell 1000 Value TR USD US Fund Large Value 10.29 4.31 14.10 8.65 16.14 11.93 5.67 10.45 7.72 14.52 11.29 4.36 10.14 6.92 13.17 4 2 1 1 1 2 2 2 2 1 2 2 2 2 3 Rolling Returns Time Period: 4/1/2014 to 3/31/2019 Peer Group (5­95%): Open End Funds ­ U.S. ­ Large Value Rolling Window: 3 Years 3 Months shi� Calcula�on Benchmark: S&P 500 TR USD 04 05 06 07 08 09 10 11 12 2018 01 02 03 04 05 06 07 08 09 10 11 12 2019 01 02 03 7.5 10.0 12.5 15.0 17.5 Dodge & Cox Stock S&P 500 TR USDReturnPerformance Rela�ve to Peer Group Peer Group (5­95%): Open End Funds ­ U.S. ­ Large Value ­2.5 0.0 2.5 5.0 7.5 YTD 1 year 3 years 5 years 10 years 10.0 12.5 15.0 17.5 Dodge & Cox Stock S&P 500 TR USD US Fund Large Value ReturnReturns As of Date: 3/31/2019 Calcula�on Benchmark: Russell 1000 Value TR USD Quarter YTD 1 Year 3 Years 5 Years 10 Years 0.0 2.0 4.0 6.0 8.0 10.0 12.0 14.0 16.0 18.0 10.3 10.3 4.3 14.1 8.7 16.1 11.9 11.9 5.7 10.5 7.7 14.5 11.3 11.3 4.4 10.1 6.9 13.2 Dodge & Cox Stock Russell 1000 Value TR USD US Fund Large Value ReturnRisk­Reward Time Period: 4/1/2014 to 3/31/2019 Peer Group (5­95%): Open End Funds ­ U.S. ­ Large Value Calcula�on Benchmark: Russell 1000 Value TR USD Std Dev 0.0 3.0 6.0 9.0 12.0 15.0 18.0 0.0 2.0 4.0 6.0 8.0 10.0 12.0 ReturnDodge & Cox Stock ­ Risk Time Period: 4/1/2014 to 3/31/2019 Calcula�on Benchmark: S&P 500 TR USD Inv Bmk1 Return Std Dev Downside Devia�on Alpha Beta R2 Sharpe Ra�o (arith) Tracking Error 8.65 12.96 3.46 ­2.61 1.07 85.76 0.61 4.96 10.91 11.19 0.00 0.00 1.00 100.00 0.90 0.00 Monthly Es�mated Fund­Level Net Flow Time Period: 4/1/2014 to 3/31/2019 2015 2017 2019 ­1,000M ­500M 0M 500M Dodge & Cox Stock US Fund Large Value Es�mated Fund­ L e v e l N e t Flow Monthly Return Source: Morningstar Direct, as of March 31, 2019 Informa�on provided herein was obtained from third­party sources deemed reliable. HighMark and its affiliates make no representa�ons or warran�es with respect to the �meliness, accuracy, or completeness of the informa�on and bear no liability for any loss arising from its use. Harbor Capital Apprecia�on Re�rement HNACX Key Informa�on Morningstar Category Morningstar Ra�ng Overall Incep�on Date Expense Ra�o Fund Size (Mil) Por�olio Date Manager Name US Fund Large Growth ÙÙÙÙ 3/1/2016 0.58 31,000.12 12/31/2018 Mul�ple Asset Alloca�on % Cash 0.9 US Equity 87.4 Non­US Equity 11.6 Total 100.0 Holdings­Based Style Map Micro Small Mid Large GiantDeep­Val Core­Val Core Core­Grth High­Grth Harbor Capital Apprecia�on Re�rement 12/31/2018 Russell 1000 Growth TR USD 3/31/2019 US Fund Large Growth 2/28/2019 YTD Peer group quar�le 1 year Peer group quar�le 3 years Peer group quar�le 5 years Peer group quar�le 10 years Peer group quar�le Harbor Capital Apprecia�on Re�rement Russell 1000 Growth TR USD US Fund Large Growth 17.59 11.60 18.57 15.66 10.62 15.24 11.10 15.39 16.10 12.75 16.53 13.50 17.52 1 2 1 2 2 2 1 1 3 3 3 3 3 Rolling Returns Time Period: 4/1/2014 to 3/31/2019 Peer Group (5­95%): Open End Funds ­ U.S. ­ Large Growth Rolling Window: 3 Years 3 Months shi� Calcula�on Benchmark: Russell 1000 Growth TR USD 04 05 06 07 08 09 10 11 12 2018 01 02 03 04 05 06 07 08 09 10 11 12 2019 01 02 03 10.0 15.0 20.0 25.0 Harbor Capital Apprecia�on Re�rement Russell 1000 Growth TR USDReturnPerformance Rela�ve to Peer Group Peer Group (5­95%): Open End Funds ­ U.S. ­ Large Growth 2.5 5.0 7.5 10.0 12.5 YTD 1 year 3 years 5 years 10 years 15.0 17.5 20.0 22.5 Harbor Capital Apprecia�on Re�rement Russell 1000 Growth TR USD US Fund Large Growth ReturnReturns As of Date: 3/31/2019 Calcula�on Benchmark: Russell 1000 Growth TR USD Quarter YTD 1 Year 3 Years 5 Years 10 Years 0.0 2.0 4.0 6.0 8.0 10.0 12.0 14.0 16.0 18.0 20.0 17.6 17.6 11.6 18.6 16.1 16.1 12.7 16.5 13.5 17.5 15.7 15.7 10.6 15.2 11.1 15.4 Harbor Capital Apprecia�on Re�rement Russell 1000 Growth TR USD US Fund Large Growth ReturnRisk­Reward Time Period: 4/1/2014 to 3/31/2019 Peer Group (5­95%): Open End Funds ­ U.S. ­ Large Growth Calcula�on Benchmark: Russell 1000 Growth TR USD Std Dev 0.0 3.0 6.0 9.0 12.0 15.0 18.0 0.0 3.0 6.0 9.0 12.0 15.0 18.0 ReturnHarbor Capital Apprecia�on Re�rement ­ Risk Time Period: 4/1/2014 to 3/31/2019 Calcula�on Benchmark: Russell 1000 Growth TR USD Inv Bmk1 Return Std Dev Downside Devia�on Alpha Beta R2 Sharpe Ra�o (arith) Tracking Error 13.50 12.28 0.00 0.00 1.00 100.00 1.03 0.00 Monthly Es�mated Fund­Level Net Flow Time Period: 3/1/2016 to 3/31/2019 2016 2017 2018 ­600M ­400M ­200M 0M 200M Harbor Capital Apprecia�on Re�rement US Fund Large Growth Es�mated Fund­ L e v e l N e t Flow Monthly Return Source: Morningstar Direct, as of March 31, 2019 Informa�on provided herein was obtained from third­party sources deemed reliable. HighMark and its affiliates make no representa�ons or warran�es with respect to the �meliness, accuracy, or completeness of the informa�on and bear no liability for any loss arising from its use. T. Rowe Price Growth Stock I PRUFX Key Informa�on Morningstar Category Morningstar Ra�ng Overall Incep�on Date Expense Ra�o Fund Size (Mil) Por�olio Date Manager Name US Fund Large Growth ÙÙÙÙ 8/28/2015 0.52 55,779.68 12/31/2018 Joseph B. Fath Asset Alloca�on % Cash 0.6 US Equity 93.1 Non­US Equity 6.2 Other 0.2 Total 100.0 Holdings­Based Style Map Micro Small Mid Large GiantDeep­Val Core­Val Core Core­Grth High­Grth T. Rowe Price Growth Stock I 12/31/2018 S&P 500 TR USD 3/31/2019 US Fund Large Growth 2/28/2019 YTD Peer group quar�le 1 year Peer group quar�le 3 years Peer group quar�le 5 years Peer group quar�le 10 years Peer group quar�le T. Rowe Price Growth Stock I Russell 1000 Growth TR USD US Fund Large Growth 16.10 12.75 16.53 13.50 17.52 15.66 10.62 15.24 11.10 15.39 15.92 10.62 18.1633 1 2 2 2 1 1 3 3 3 3 3 Rolling Returns Time Period: 4/1/2014 to 3/31/2019 Peer Group (5­95%): Open End Funds ­ U.S. ­ Large Growth Rolling Window: 3 Years 3 Months shi� Calcula�on Benchmark: S&P 500 TR USD 04 05 06 07 08 09 10 11 12 2018 01 02 03 04 05 06 07 08 09 10 11 12 2019 01 02 03 5.0 10.0 15.0 20.0 T. Rowe Price Growth Stock I S&P 500 TR USDReturnPerformance Rela�ve to Peer Group Peer Group (5­95%): Open End Funds ­ U.S. ­ Large Growth 2.5 5.0 7.5 10.0 12.5 YTD 1 year 3 years 5 years 10 years 15.0 17.5 20.0 22.5 T. Rowe Price Growth Stock I S&P 500 TR USD US Fund Large Growth ReturnReturns As of Date: 3/31/2019 Calcula�on Benchmark: Russell 1000 Growth TR USD Quarter YTD 1 Year 3 Years 5 Years 10 Years 0.0 2.0 4.0 6.0 8.0 10.0 12.0 14.0 16.0 18.0 20.0 15.9 15.9 10.6 18.2 16.1 16.1 12.7 16.5 13.5 17.5 15.7 15.7 10.6 15.2 11.1 15.4 T. Rowe Price Growth Stock I Russell 1000 Growth TR USD US Fund Large Growth ReturnRisk­Reward Time Period: 4/1/2014 to 3/31/2019 Peer Group (5­95%): Open End Funds ­ U.S. ­ Large Growth Calcula�on Benchmark: Russell 1000 Growth TR USD Std Dev 0.0 3.0 6.0 9.0 12.0 15.0 18.0 0.0 3.0 6.0 9.0 12.0 15.0 18.0 ReturnT. Rowe Price Growth Stock I ­ Risk Time Period: 4/1/2014 to 3/31/2019 Calcula�on Benchmark: S&P 500 TR USD Inv Bmk1 Return Std Dev Downside Devia�on Alpha Beta R2 Sharpe Ra�o (arith) Tracking Error 10.91 11.19 0.00 0.00 1.00 100.00 0.90 0.00 Monthly Es�mated Fund­Level Net Flow Time Period: 8/1/2015 to 3/31/2019 2016 2017 2018 ­2,250M ­1,500M ­750M 0M 750M T. Rowe Price Growth Stock I US Fund Large Growth Es�mated Fund­ L e v e l N e t Flow Monthly Return Source: Morningstar Direct, as of March 31, 2019 Informa�on provided herein was obtained from third­party sources deemed reliable. HighMark and its affiliates make no representa�ons or warran�es with respect to the �meliness, accuracy, or completeness of the informa�on and bear no liability for any loss arising from its use. Vanguard Growth & Income Adm VGIAX Key Informa�on Morningstar Category Morningstar Ra�ng Overall Incep�on Date Expense Ra�o Fund Size (Mil) Por�olio Date Manager Name US Fund Large Blend ÙÙÙÙ 5/14/2001 0.23 10,901.03 12/31/2018 Mul�ple Asset Alloca�on % Cash 3.2 US Equity 96.1 Non­US Equity 0.6 US Bond 0.0 Other 0.0 Total 100.0 Holdings­Based Style Map Micro Small Mid Large GiantDeep­Val Core­Val Core Core­Grth High­Grth Vanguard Growth & Income Adm 12/31/2018 S&P 500 TR USD 3/31/2019 US Fund Large Blend 2/28/2019 YTD Peer group quar�le 1 year Peer group quar�le 3 years Peer group quar�le 5 years Peer group quar�le 10 years Peer group quar�le Vanguard Growth & Income Adm Russell 1000 TR USD US Fund Large Blend 13.32 8.84 13.03 10.88 15.82 12.91 6.91 11.85 8.53 13.98 14.00 9.30 13.52 10.63 16.05 2 2 2 1 1 1 1 1 1 1 3 3 3 3 3 Rolling Returns Time Period: 4/1/2014 to 3/31/2019 Peer Group (5­95%): Open End Funds ­ U.S. ­ Large Blend Rolling Window: 3 Years 3 Months shi� Calcula�on Benchmark: S&P 500 TR USD 04 05 06 07 08 09 10 11 12 2018 01 02 03 04 05 06 07 08 09 10 11 12 2019 01 02 03 7.5 10.0 12.5 15.0 17.5 Vanguard Growth & Income Adm S&P 500 TR USDReturnPerformance Rela�ve to Peer Group Peer Group (5­95%): Open End Funds ­ U.S. ­ Large Blend ­2.5 0.0 2.5 5.0 7.5 YTD 1 year 3 years 5 years 10 years 10.0 12.5 15.0 17.5 Vanguard Growth & Income Adm S&P 500 TR USD US Fund Large Blend ReturnReturns As of Date: 3/31/2019 Calcula�on Benchmark: Russell 1000 TR USD Quarter YTD 1 Year 3 Years 5 Years 10 Years 0.0 2.0 4.0 6.0 8.0 10.0 12.0 14.0 16.0 18.0 13.3 13.3 8.8 13.0 10.9 15.8 14.0 14.0 9.3 13.5 10.6 16.0 12.9 12.9 6.9 11.8 8.5 14.0 Vanguard Growth & Income Adm Russell 1000 TR USD US Fund Large Blend ReturnRisk­Reward Time Period: 4/1/2014 to 3/31/2019 Peer Group (5­95%): Open End Funds ­ U.S. ­ Large Blend Calcula�on Benchmark: Russell 1000 TR USD Std Dev 0.0 3.0 6.0 9.0 12.0 15.0 18.0 0.0 2.0 4.0 6.0 8.0 10.0 12.0 14.0 ReturnVanguard Growth & Income Adm ­ Risk Time Period: 4/1/2014 to 3/31/2019 Calcula�on Benchmark: S&P 500 TR USD Inv Bmk1 Return Std Dev Downside Devia�on Alpha Beta R2 Sharpe Ra�o (arith) Tracking Error 10.88 11.12 0.68 0.07 0.99 99.22 0.91 0.99 10.91 11.19 0.00 0.00 1.00 100.00 0.90 0.00 Monthly Es�mated Fund­Level Net Flow Time Period: 4/1/2014 to 3/31/2019 2015 2017 2019 ­750M 0M 750M 1,500M 2,250M Vanguard Growth & Income Adm US Fund Large Blend Es�mated Fund­ L e v e l N e t Flow Monthly Return Source: Morningstar Direct, as of March 31, 2019 Informa�on provided herein was obtained from third­party sources deemed reliable. HighMark and its affiliates make no representa�ons or warran�es with respect to the �meliness, accuracy, or completeness of the informa�on and bear no liability for any loss arising from its use. Undiscovered Managers Behavioral Val L UBVLX Key Informa�on Morningstar Category Morningstar Ra�ng Overall Incep�on Date Expense Ra�o Fund Size (Mil) Por�olio Date Manager Name US Fund Small Value ÙÙÙÙÙ 12/28/1998 0.97 5,524.83 2/28/2019 Mul�ple Asset Alloca�on % Cash 10.3 US Equity 89.2 Non­US Equity 0.5 Total 100.0 Holdings­Based Style Map Micro Small Mid Large GiantDeep­Val Core­Val Core Core­Grth High­Grth Undiscovered Managers Behavioral Val L 2/28/2019 Russell 2000 Value TR USD 3/31/2019 US Fund Small Value 2/28/2019 YTD Peer group quar�le 1 year Peer group quar�le 3 years Peer group quar�le 5 years Peer group quar�le 10 years Peer group quar�le Undiscovered Managers Behavioral Val L Russell 2000 Value TR USD US Fund Small Value 13.95 ­0.27 8.25 7.19 18.25 11.93 0.17 10.86 5.59 14.12 12.10 ­2.45 8.39 4.22 13.84 1 1 2 1 1 3 1 1 1 2 3 2 2 3 3 Rolling Returns Time Period: 4/1/2014 to 3/31/2019 Peer Group (5­95%): Open End Funds ­ U.S. ­ Small Value Rolling Window: 3 Years 3 Months shi� Calcula�on Benchmark: Russell 2000 Value TR USD 04 05 06 07 08 09 10 11 12 2018 01 02 03 04 05 06 07 08 09 10 11 12 2019 01 02 03 5.0 10.0 15.0 20.0 Undiscovered Managers Behavioral Val L Russell 2000 Value TR USDReturnPerformance Rela�ve to Peer Group Peer Group (5­95%): Open End Funds ­ U.S. ­ Small Value ­10.0 ­5.0 0.0 5.0 10.0 YTD 1 year 3 years 5 years 10 years 15.0 20.0 Undiscovered Managers Behavioral Val L Russell 2000 Value TR USD US Fund Small Value ReturnReturns As of Date: 3/31/2019 Calcula�on Benchmark: Russell 2000 Value TR USD Quarter YTD 1 Year 3 Years 5 Years 10 Years ­10.0 ­5.0 0.0 5.0 10.0 15.0 20.0 14.0 14.0 ­0.3 8.2 7.2 18.2 11.9 11.9 0.2 10.9 5.6 14.1 12.1 12.1 ­2.4 8.4 4.2 13.8 Undiscovered Managers Behavioral Val L Russell 2000 Value TR USD US Fund Small Value ReturnRisk­Reward Time Period: 4/1/2014 to 3/31/2019 Peer Group (5­95%): Open End Funds ­ U.S. ­ Small Value Calcula�on Benchmark: Russell 2000 Value TR USD Std Dev 0.0 3.0 6.0 9.0 12.0 15.0 18.0 21.0 ­1.0 1.0 3.0 5.0 7.0 9.0 ReturnUndiscovered Managers Behavioral Val L ­ Risk Time Period: 4/1/2014 to 3/31/2019 Calcula�on Benchmark: Russell 2000 Value TR USD Inv Bmk1 Return Std Dev Downside Devia�on Alpha Beta R2 Sharpe Ra�o (arith) Tracking Error 5.597.19 15.8115.01 0.003.96 0.00 1.00 100.00 0.30 0.00 2.04 0.89 87.95 0.43 5.50 Monthly Es�mated Fund­Level Net Flow Time Period: 4/1/2014 to 3/31/2019 2015 2017 2019 ­500M ­250M 0M 250M 500M Undiscovered Managers Behavioral Val L US Fund Small Value Es�mated Fund­ L e v e l N e t Flow Monthly Return Source: Morningstar Direct, as of March 31, 2019 Informa�on provided herein was obtained from third­party sources deemed reliable. HighMark and its affiliates make no representa�ons or warran�es with respect to the �meliness, accuracy, or completeness of the informa�on and bear no liability for any loss arising from its use. Victory RS Small Cap Growth Y RSYEX Key Informa�on Morningstar Category Morningstar Ra�ng Overall Incep�on Date Expense Ra�o Fund Size (Mil) Por�olio Date Manager Name US Fund Small Growth ÙÙÙÙ 5/1/2007 1.14 2,126.48 3/31/2019 Mul�ple Asset Alloca�on % Cash 1.9 US Equity 88.3 Non­US Equity 9.8 Total 100.0 Holdings­Based Style Map Micro Small Mid Large GiantDeep­Val Core­Val Core Core­Grth High­Grth Victory RS Small Cap Growth Y 3/31/2019 Russell 2000 Growth TR USD 3/31/2019 US Fund Small Growth 2/28/2019 YTD Peer group quar�le 1 year Peer group quar�le 3 years Peer group quar�le 5 years Peer group quar�le 10 years Peer group quar�le Victory RS Small Cap Growth Y Russell 2000 Growth TR USD US Fund Small Growth 17.14 3.85 14.87 8.41 16.52 22.82 6.08 20.63 11.03 18.78 16.97 7.56 15.84 8.18 15.65 1 3 1 1 1 2 4 3 3 2 3 3 3 3 3 Rolling Returns Time Period: 4/1/2014 to 3/31/2019 Peer Group (5­95%): Open End Funds ­ U.S. ­ Small Growth Rolling Window: 3 Years 3 Months shi� Calcula�on Benchmark: Russell 2000 Growth TR USD 04 05 06 07 08 09 10 11 12 2018 01 02 03 04 05 06 07 08 09 10 11 12 2019 01 02 03 5.0 10.0 15.0 20.0 25.0 Victory RS Small Cap Growth Y Russell 2000 Growth TR USDReturnPerformance Rela�ve to Peer Group Peer Group (5­95%): Open End Funds ­ U.S. ­ Small Growth ­5.0 0.0 5.0 10.0 15.0 YTD 1 year 3 years 5 years 10 years 20.0 25.0 30.0 Victory RS Small Cap Growth Y Russell 2000 Growth TR USD US Fund Small Growth ReturnReturns As of Date: 3/31/2019 Calcula�on Benchmark: Russell 2000 Growth TR USD Quarter YTD 1 Year 3 Years 5 Years 10 Years 0.0 2.5 5.0 7.5 10.0 12.5 15.0 17.5 20.0 22.5 25.0 22.8 22.8 6.1 20.6 11.0 18.8 17.1 17.1 3.9 14.9 8.4 16.517.0 17.0 7.6 15.8 8.2 15.7 Victory RS Small Cap Growth Y Russell 2000 Growth TR USD US Fund Small Growth ReturnRisk­Reward Time Period: 4/1/2014 to 3/31/2019 Peer Group (5­95%): Open End Funds ­ U.S. ­ Small Growth Calcula�on Benchmark: Russell 2000 Growth TR USD Std Dev 0.0 4.0 8.0 12.0 16.0 20.0 24.0 0.0 3.0 6.0 9.0 12.0 15.0 ReturnVictory RS Small Cap Growth Y ­ Risk Time Period: 4/1/2014 to 3/31/2019 Calcula�on Benchmark: Russell 2000 Growth TR USD Inv Bmk1 Return Std Dev Downside Devia�on Alpha Beta R2 Sharpe Ra�o (arith) Tracking Error 11.03 17.88 3.09 8.41 17.05 0.00 2.48 0.00 1.01 1.00 92.55 100.00 0.57 0.45 4.88 0.00 Monthly Es�mated Fund­Level Net Flow Time Period: 4/1/2014 to 3/31/2019 2015 2017 2019 ­1,000M ­500M 0M 500M 1,000M Victory RS Small Cap Growth Y US Fund Small Growth Es�mated Fund­ L e v e l N e t Flow Monthly Return Source: Morningstar Direct, as of March 31, 2019 Informa�on provided herein was obtained from third­party sources deemed reliable. HighMark and its affiliates make no representa�ons or warran�es with respect to the �meliness, accuracy, or completeness of the informa�on and bear no liability for any loss arising from its use. DFA Large Cap Interna�onal I DFALX Key Informa�on Morningstar Category Morningstar Ra�ng Overall Incep�on Date Expense Ra�o Fund Size (Mil) Por�olio Date Manager Name US Fund Foreign Large Blend ÙÙÙ 7/17/1991 0.23 5,219.27 2/28/2019 Mul�ple Asset Alloca�on % Cash 1.2 US Equity 1.4 Non­US Equity 97.4 Other 0.0 Total 100.0 Holdings­Based Style Map Micro Small Mid Large GiantDeep­Val Core­Val Core Core­Grth High­Grth DFA Large Cap Interna�onal I 2/28/2019 MSCI World ex USA NR USD 3/31/2019 US Fund Foreign Large Blend 2/28/2019 YTD Peer group quar�le 1 year Peer group quar�le 3 years Peer group quar�le 5 years Peer group quar�le 10 years Peer group quar�le DFA Large Cap Interna�onal I MSCI ACWI Ex USA NR USD US Fund Foreign Large Blend 10.49 ­4.19 7.69 2.28 8.86 10.31 ­4.22 8.09 2.57 8.85 10.25 ­5.03 6.63 2.07 8.42 2 2 1 2 2 2 2 1 2 2 2 2 2 2 2 Rolling Returns Time Period: 4/1/2014 to 3/31/2019 Peer Group (5­95%): Open End Funds ­ U.S. ­ Foreign Large Blend Rolling Window: 3 Years 3 Monthsshi� Calcula�on Benchmark: MSCI World ex USA NR USD 04 05 06 07 08 09 10 11 12 2018 01 02 03 04 05 06 07 08 09 10 11 12 2019 01 02 03 0.0 2.5 5.0 7.5 10.0 DFA Large Cap Interna�onal I MSCI World ex USA NR USDReturnPerformance Rela�ve to Peer Group Peer Group (5­95%): Open End Funds ­ U.S. ­ Foreign Large Blend ­15.0 ­10.0 ­5.0 0.0 5.0 YTD 1 year 3 years 5 years 10 years 10.0 15.0 DFA Large Cap Interna�onal I MSCI World ex USA NR USD US Fund Foreign Large Blend ReturnReturns As of Date: 3/31/2019 Calcula�on Benchmark: MSCI ACWI Ex USA NR USD Quarter YTD 1 Year 3 Years 5 Years 10 Years ­8.0 ­6.0 ­4.0 ­2.0 0.0 2.0 4.0 6.0 8.0 10.0 12.0 10.5 10.5 ­4.2 7.7 2.3 8.9 10.3 10.3 ­4.2 8.1 2.6 8.8 10.2 10.2 ­5.0 6.6 2.1 8.4 DFA Large Cap Interna�onal I MSCI ACWI Ex USA NR USD US Fund Foreign Large Blend ReturnRisk­Reward Time Period: 4/1/2014 to 3/31/2019 Peer Group (5­95%): Open End Funds ­ U.S. ­ Foreign Large Blend Calcula�on Benchmark: MSCI ACWI Ex USA NR USD Std Dev 0.0 3.0 6.0 9.0 12.0 15.0 18.0 ­1.0 0.0 1.0 2.0 3.0 4.0 5.0 ReturnDFA Large Cap Interna�onal I ­ Risk Time Period: 4/1/2014 to 3/31/2019 Calcula�on Benchmark: MSCI World ex USA NR USD Inv Bmk1 Return Std Dev Downside Devia�on Alpha Beta R2 Sharpe Ra�o (arith) Tracking Error 2.28 11.52 1.25 0.12 0.97 97.77 0.13 1.75 2.20 11.73 0.00 0.00 1.00 100.00 0.12 0.00 Monthly Es�mated Fund­Level Net Flow Time Period: 4/1/2014 to 3/31/2019 2015 2017 2019 ­200M ­100M 0M 100M 200M DFA Large Cap Interna�onal I US Fund Foreign Large Blend Es�mated Fund­ L e v e l N e t Flow Monthly Return Source: Morningstar Direct, as of March 31, 2019 Informa�on provided herein was obtained from third­party sources deemed reliable. HighMark and its affiliates make no representa�ons or warran�es with respect to the �meliness, accuracy, or completeness of the informa�on and bear no liability for any loss arising from its use. Dodge & Cox Interna�onal Stock DODFX Key Informa�on Morningstar Category Morningstar Ra�ng Overall Incep�on Date Expense Ra�o Fund Size (Mil) Por�olio Date Manager Name US Fund Foreign Large Value ÙÙÙÙ 5/1/2001 0.63 51,091.89 12/31/2018 Mul�ple Asset Alloca�on % Cash 0.7 US Equity 8.1 Non­US Equity 90.4 Other 0.7 Total 100.0 Holdings­Based Style Map Micro Small Mid Large GiantDeep­Val Core­Val Core Core­Grth High­Grth Dodge & Cox Interna�onal Stock 12/31/2018 MSCI EAFE NR USD 3/31/2019 US Fund Foreign Large Value 2/28/2019 YTD Peer group quar�le 1 year Peer group quar�le 3 years Peer group quar�le 5 years Peer group quar�le 10 years Peer group quar�le Dodge & Cox Interna�onal Stock MSCI ACWI Ex USA Value NR USD US Fund Foreign Large Value 9.78 ­8.00 7.87 0.85 10.25 8.33 ­5.39 7.73 1.08 8.19 8.76 ­6.37 5.69 0.88 7.69 1 2 1 2 1 3 1 1 2 2 2 1 2 2 2 Rolling Returns Time Period: 4/1/2014 to 3/31/2019 Peer Group (5­95%): Open End Funds ­ U.S. ­ Foreign Large Value Rolling Window: 3 Years 3 Months shi� Calcula�on Benchmark: MSCI EAFE NR USD 04 05 06 07 08 09 10 11 12 2018 01 02 03 04 05 06 07 08 09 10 11 12 2019 01 02 03 0.0 2.5 5.0 7.5 10.0 Dodge & Cox Interna�onal Stock MSCI EAFE NR USDReturnPerformance Rela�ve to Peer Group Peer Group (5­95%): Open End Funds ­ U.S. ­ Foreign Large Value ­15.0 ­10.0 ­5.0 0.0 5.0 YTD 1 year 3 years 5 years 10 years 10.0 15.0 Dodge & Cox Interna�onal Stock MSCI EAFE NR USD US Fund Foreign Large Value ReturnReturns As of Date: 3/31/2019 Calcula�on Benchmark: MSCI ACWI Ex USA Value NR USD Quarter YTD 1 Year 3 Years 5 Years 10 Years ­12.5 ­10.0 ­7.5 ­5.0 ­2.5 0.0 2.5 5.0 7.5 10.0 12.5 9.8 9.8 ­8.0 7.9 0.8 10.2 8.3 8.3 ­5.4 7.7 1.1 8.28.8 8.8 ­6.4 5.7 0.9 7.7 Dodge & Cox Interna�onal Stock MSCI ACWI Ex USA Value NR USD US Fund Foreign Large Value ReturnRisk­Reward Time Period: 4/1/2014 to 3/31/2019 Peer Group (5­95%): Open End Funds ­ U.S. ­ Foreign Large Value Calcula�on Benchmark: MSCI ACWI Ex USA Value NR USD Std Dev 0.0 3.0 6.0 9.0 12.0 15.0 18.0 ­4.0 ­2.0 0.0 2.0 4.0 ReturnDodge & Cox Interna�onal Stock ­ Risk Time Period: 4/1/2014 to 3/31/2019 Calcula�on Benchmark: MSCI EAFE NR USD Inv Bmk1 Return Std Dev Downside Devia�on Alpha Beta R2 Sharpe Ra�o (arith) Tracking Error 2.33 11.77 0.00 0.00 1.00 100.00 0.13 0.00 0.85 14.03 3.72 ­1.42 1.11 87.04 0.00 5.22 Monthly Es�mated Fund­Level Net Flow Time Period: 4/1/2014 to 3/31/2019 2015 2017 2019 ­2,000M ­1,000M 0M 1,000M 2,000M Dodge & Cox Interna�onal Stock US Fund Foreign Large Value Es�mated Fund­ L e v e l N e t Flow Monthly Return Source: Morningstar Direct, as of March 31, 2019 Informa�on provided herein was obtained from third­party sources deemed reliable. HighMark and its affiliates make no representa�ons or warran�es with respect to the �meliness, accuracy, or completeness of the informa�on and bear no liability for any loss arising from its use. Har�ord Schroders Emerging Mkts Eq Y HHHYX Key Informa�on Morningstar Category Morningstar Ra�ng Overall Incep�on Date Expense Ra�o Fund Size (Mil) Por�olio Date Manager Name US Fund Diversified Emerging Mkts 10/24/2016 1.15 3,763.40 2/28/2019 Mul�ple Asset Alloca�on % Cash 2.0 Non­US Equity 98.0 Total 100.0 Holdings­Based Style Map Micro Small Mid Large GiantDeep­Val Core­Val Core Core­Grth High­Grth Har�ord Schroders Emerging Mkts Eq Y 2/28/2019 MSCI EM NR USD 3/31/2019 US Fund Diversified Emerging Mkts 2/28/2019 YTD Peer group quar�le 1 year Peer group quar�le 3 years Peer group quar�le 5 years Peer group quar�le 10 years Peer group quar�le Har�ord Schroders Emerging Mkts Eq Y MSCI EM NR USD US Fund Diversified Emerging Mkts 10.51 ­8.83 9.91 ­7.41 10.68 3.68 8.94 10.22 ­9.38 9.02 2.57 8.28 2 2 3 2 2 2 2 3 2 3 3 3 Rolling Returns Time Period: 4/1/2014 to 3/31/2019 Peer Group (5­95%): Open End Funds ­ U.S. ­ Diversified Emerging Mkts Rolling Window: 3 Years 3 Months shi� Calcula�on Benchmark: MSCI EM NR USD 04 05 06 07 08 09 10 11 12 2018 01 02 03 04 05 06 07 08 09 10 11 12 2019 01 02 03 0.0 5.0 10.0 15.0 Har�ord Schroders Emerging Mkts Eq Y MSCI EM NR USDReturnPerformance Rela�ve to Peer Group Peer Group (5­95%): Open End Funds ­ U.S. ­ Diversified Emerging Mkts ­20.0 ­15.0 ­10.0 ­5.0 0.0 YTD 1 year 3 years 5 years 10 years 5.0 10.0 15.0 20.0 Har�ord Schroders Emerging Mkts Eq Y MSCI EM NR USD US Fund Diversified Emerging Mkts ReturnReturns As of Date: 3/31/2019 Calcula�on Benchmark: MSCI EM NR USD Quarter YTD 1 Year 3 Years 5 Years 10 Years ­12.5 ­10.0 ­7.5 ­5.0 ­2.5 0.0 2.5 5.0 7.5 10.0 12.5 10.5 10.5 ­8.8 9.9 9.9 ­7.4 10.7 3.7 8.910.2 10.2 ­9.4 9.0 2.6 8.3 Har�ord Schroders Emerging Mkts Eq Y MSCI EM NR USD US Fund Diversified Emerging Mkts ReturnRisk­Reward Time Period: 4/1/2014 to 3/31/2019 Peer Group (5­95%): Open End Funds ­ U.S. ­ Diversified Emerging Mkts Calcula�on Benchmark: MSCI EM NR USD Std Dev 0.0 3.0 6.0 9.0 12.0 15.0 18.0 21.0 ­2.0 0.0 2.0 4.0 6.0 8.0 ReturnHar�ord Schroders Emerging Mkts Eq Y ­ Risk Time Period: 4/1/2014 to 3/31/2019 Calcula�on Benchmark: MSCI EM NR USD Inv Bmk1 Return Std Dev Downside Devia�on Alpha Beta R2 Sharpe Ra�o (arith) Tracking Error 3.68 15.25 0.00 0.00 1.00 100.00 0.19 0.00 Monthly Es�mated Fund­Level Net Flow Time Period: 10/1/2016 to 3/31/2019 2017 2018 ­200M 0M 200M 400M Har�ord Schroders Emerging Mkts Eq Y US Fund Diversified Emerging Mkts Es�mated Fund­ L e v e l N e t Flow Monthly Return Source: Morningstar Direct, as of March 31, 2019 Informa�on provided herein was obtained from third­party sources deemed reliable. HighMark and its affiliates make no representa�ons or warran�es with respect to the �meliness, accuracy, or completeness of the informa�on and bear no liability for any loss arising from its use. MFS Interna�onal Growth R6 MGRDX Key Informa�on Morningstar Category Morningstar Ra�ng Overall Incep�on Date Expense Ra�o Fund Size (Mil) Por�olio Date Manager Name US Fund Foreign Large Growth ÙÙÙÙÙ 5/1/2006 0.80 8,337.62 2/28/2019 Mul�ple Asset Alloca�on % Cash 1.3 US Equity 5.3 Non­US Equity 93.5 Total 100.0 Holdings­Based Style Map Micro Small Mid Large GiantDeep­Val Core­Val Core Core­Grth High­Grth MFS Interna�onal Growth R6 2/28/2019 MSCI ACWI Ex USA Growth NR USD 3/31/2019 US Fund Foreign Large Growth 2/28/2019 YTD Peer group quar�le 1 year Peer group quar�le 3 years Peer group quar�le 5 years Peer group quar�le 10 years Peer group quar�le MFS Interna�onal Growth R6 MSCI ACWI Ex USA Growth NR USD US Fund Foreign Large Growth 12.61 3.94 11.28 6.15 11.18 12.97 ­3.23 8.17 3.87 12.31 9.91 ­3.05 8.42 4.01 9.47 3 1 1 1 1 3 2 2 2 3 2 2 2 2 2 Rolling Returns Time Period: 4/1/2014 to 3/31/2019 Peer Group (5­95%): Open End Funds ­ U.S. ­ Foreign Large Growth Rolling Window: 3 Years 3 Months shi� Calcula�on Benchmark: MSCI ACWI Ex USA Growth NR USD 04 05 06 07 08 09 10 11 12 2018 01 02 03 04 05 06 07 08 09 10 11 12 2019 01 02 03 0.0 5.0 10.0 15.0 MFS Interna�onal Growth R6 MSCI ACWI Ex USA Growth NR USDReturnPerformance Rela�ve to Peer Group Peer Group (5­95%): Open End Funds ­ U.S. ­ Foreign Large Growth ­15.0 ­10.0 ­5.0 0.0 5.0 YTD 1 year 3 years 5 years 10 years 10.0 15.0 20.0 MFS Interna�onal Growth R6 MSCI ACWI Ex USA Growth NR USD US Fund Foreign Large Growth ReturnReturns As of Date: 3/31/2019 Calcula�on Benchmark: MSCI ACWI Ex USA Growth NR USD Quarter YTD 1 Year 3 Years 5 Years 10 Years ­7.5 ­5.0 ­2.5 0.0 2.5 5.0 7.5 10.0 12.5 15.0 12.6 12.6 3.9 11.3 6.1 11.212.3 12.3 ­3.0 8.4 4.0 9.5 13.0 13.0 ­3.2 8.2 3.9 9.9 MFS Interna�onal Growth R6 MSCI ACWI Ex USA Growth NR USD US Fund Foreign Large Growth ReturnRisk­Reward Time Period: 4/1/2014 to 3/31/2019 Peer Group (5­95%): Open End Funds ­ U.S. ­ Foreign Large Growth Calcula�on Benchmark: MSCI ACWI Ex USA Growth NR USD Std Dev 0.0 3.0 6.0 9.0 12.0 15.0 18.0 0.0 2.0 4.0 6.0 8.0 10.0 ReturnMFS Interna�onal Growth R6 ­ Risk Time Period: 4/1/2014 to 3/31/2019 Calcula�on Benchmark: MSCI ACWI Ex USA Growth NR USD Inv Bmk1 Return Std Dev Downside Devia�on Alpha Beta R2 Sharpe Ra�o (arith) Tracking Error 4.01 11.89 0.00 0.00 1.00 100.00 0.27 0.00 6.15 11.28 1.70 2.28 0.92 94.11 0.47 2.90 Monthly Es�mated Fund­Level Net Flow Time Period: 4/1/2014 to 3/31/2019 2015 2017 2019 ­400M ­200M 0M 200M 400M MFS Interna�onal Growth R6 US Fund Foreign Large Growth Es�mated Fund­ L e v e l N e t Flow Monthly Return Source: Morningstar Direct, as of March 31, 2019 Informa�on provided herein was obtained from third­party sources deemed reliable. HighMark and its affiliates make no representa�ons or warran�es with respect to the �meliness, accuracy, or completeness of the informa�on and bear no liability for any loss arising from its use. MFS Global Equity R6 MWEMX Key Informa�on Morningstar Category Morningstar Ra�ng Overall Incep�on Date Expense Ra�o Fund Size (Mil) Por�olio Date Manager Name US Fund World Large Stock ÙÙÙÙ 6/1/2012 0.81 2,896.33 2/28/2019 Mul�ple Asset Alloca�on % Cash 0.4 US Equity 54.7 Non­US Equity 44.9 Total 100.0 Holdings­Based Style Map Micro Small Mid Large GiantDeep­Val Core­Val Core Core­Grth High­Grth MFS Global Equity R6 2/28/2019 MSCI World NR USD 3/31/2019 US Fund World Large Stock 2/28/2019 YTD Peer group quar�le 1 year Peer group quar�le 3 years Peer group quar�le 5 years Peer group quar�le 10 years Peer group quar�le MFS Global Equity R6 MSCI ACWI NR USD US Fund World Large Stock 14.69 5.89 10.64 7.13 12.18 2.60 10.67 6.45 11.98 12.24 1.78 9.97 5.77 11.59 1 1 2 2 3 2 2 2 2 2 2 2 3 3 Rolling Returns Time Period: 4/1/2014 to 3/31/2019 Peer Group (5­95%): Open End Funds ­ U.S. ­ World Large Stock Rolling Window: 3 Years 3 Months shi� Calcula�on Benchmark: MSCI World NR USD 04 05 06 07 08 09 10 11 12 2018 01 02 03 04 05 06 07 08 09 10 11 12 2019 01 02 03 5.0 7.5 10.0 12.5 15.0 MFS Global Equity R6 MSCI World NR USDReturnPerformance Rela�ve to Peer Group Peer Group (5­95%): Open End Funds ­ U.S. ­ World Large Stock ­10.0 ­5.0 0.0 5.0 10.0 YTD 1 year 3 years 5 years 10 years 15.0 20.0 MFS Global Equity R6 MSCI World NR USD US Fund World Large Stock ReturnReturns As of Date: 3/31/2019 Calcula�on Benchmark: MSCI ACWI NR USD Quarter YTD 1 Year 3 Years 5 Years 10 Years 0.0 2.0 4.0 6.0 8.0 10.0 12.0 14.0 16.0 14.7 14.7 5.9 10.6 7.1 12.2 12.2 2.6 10.7 6.5 12.012.2 12.2 1.8 10.0 5.8 11.6 MFS Global Equity R6 MSCI ACWI NR USD US Fund World Large Stock ReturnRisk­Reward Time Period: 4/1/2014 to 3/31/2019 Peer Group (5­95%): Open End Funds ­ U.S. ­ World Large Stock Calcula�on Benchmark: MSCI ACWI NR USD Std Dev 0.0 3.0 6.0 9.0 12.0 15.0 18.0 0.0 2.0 4.0 6.0 8.0 10.0 12.0 14.0 ReturnMFS Global Equity R6 ­ Risk Time Period: 4/1/2014 to 3/31/2019 Calcula�on Benchmark: MSCI World NR USD Inv Bmk1 Return Std Dev Downside Devia�on Alpha Beta R2 Sharpe Ra�o (arith) Tracking Error 7.13 11.15 1.68 0.43 0.99 94.44 0.57 2.63 6.78 10.98 0.00 0.00 1.00 100.00 0.54 0.00 Monthly Es�mated Fund­Level Net Flow Time Period: 4/1/2014 to 3/31/2019 2015 2017 2019 ­200M ­100M 0M 100M 200M MFS Global Equity R6 US Fund World Large Stock Es�mated Fund­ L e v e l N e t Flow Monthly Return Source: Morningstar Direct, as of March 31, 2019 Informa�on provided herein was obtained from third­party sources deemed reliable. HighMark and its affiliates make no representa�ons or warran�es with respect to the �meliness, accuracy, or completeness of the informa�on and bear no liability for any loss arising from its use. American Funds New Perspec�ve R6 RNPGX Key Informa�on Morningstar Category Morningstar Ra�ng Overall Incep�on Date Expense Ra�o Fund Size (Mil) Por�olio Date Manager Name US Fund World Large Stock ÙÙÙÙ 5/1/2009 0.45 88,046.06 3/31/2019 Mul�ple Asset Alloca�on % Cash 6.1 US Equity 51.0 Non­US Equity 42.9 Other 0.0 Total 100.0 Holdings­Based Style Map Micro Small Mid Large GiantDeep­Val Core­Val Core Core­Grth High­Grth American Funds New Perspec�ve R6 3/31/2019 MSCI ACWI NR USD 3/31/2019 US Fund World Large Stock 3/31/2019 YTD Peer group quar�le 1 year Peer group quar�le 3 years Peer group quar�le 5 years Peer group quar�le 10 years Peer group quar�le American Funds New Perspec�ve R6 MSCI ACWI NR USD US Fund World Large Stock 12.24 13.99 1.78 9.97 12.18 5.77 5.34 11.59 2.60 13.37 10.67 9.18 6.45 11.98 2 1 1 1 3 2 2 2 2 2 2 2 3 3 Rolling Returns Time Period: 4/1/2014 to 3/31/2019 Peer Group (5­95%): Open End Funds ­ U.S. ­ World Large Stock Rolling Window: 3 Years 3 Months shi� Calcula�on Benchmark: MSCI ACWI NR USD 04 05 06 07 08 09 10 11 12 2018 01 02 03 04 05 06 07 08 09 10 11 12 2019 01 02 03 0.0 5.0 10.0 15.0 20.0 American Funds New Perspec�ve R6 MSCI ACWI NR USDReturnPerformance Rela�ve to Peer Group Peer Group (5­95%): Open End Funds ­ U.S. ­ World Large Stock ­10.0 ­5.0 0.0 5.0 10.0 YTD 1 year 3 years 5 years 10 years 15.0 20.0 American Funds New Perspec�ve R6 MSCI ACWI NR USD US Fund World Large Stock ReturnReturns As of Date: 3/31/2019 Calcula�on Benchmark: MSCI ACWI NR USD Quarter YTD 1 Year 3 Years 5 Years 10 Years 0.0 2.0 4.0 6.0 8.0 10.0 12.0 14.0 16.0 14.0 14.0 5.3 13.4 9.2 12.2 12.2 2.6 10.7 6.5 12.012.2 12.2 1.8 10.0 5.8 11.6 American Funds New Perspec�ve R6 MSCI ACWI NR USD US Fund World Large Stock ReturnRisk­Reward Time Period: 4/1/2014 to 3/31/2019 Peer Group (5­95%): Open End Funds ­ U.S. ­ World Large Stock Calcula�on Benchmark: MSCI ACWI NR USD Std Dev 0.0 3.0 6.0 9.0 12.0 15.0 18.0 0.0 2.0 4.0 6.0 8.0 10.0 12.0 14.0 ReturnAmerican Funds New Perspec�ve R6 ­ Risk Time Period: 4/1/2014 to 3/31/2019 Calcula�on Benchmark: MSCI ACWI NR USD Inv Bmk1 Return Std Dev Downside Devia�on Alpha Beta R2 Sharpe Ra�o (arith) Tracking Error 6.459.18 11.06 0.00 11.27 1.81 0.00 1.00 100.00 2.69 0.51 0.98 0.00 92.61 0.74 3.07 Monthly Es�mated Fund­Level Net Flow Time Period: 4/1/2014 to 3/31/2019 2015 2017 2019 ­1,000M ­500M 0M 500M American Funds New Perspec�ve R6 US Fund World Large Stock Es�mated Fund­ L e v e l N e t Flow Monthly Return Source: Morningstar Direct, as of March 31, 2019 Informa�on provided herein was obtained from third­party sources deemed reliable. HighMark and its affiliates make no representa�ons or warran�es with respect to the �meliness, accuracy, or completeness of the informa�on and bear no liability for any loss arising from its use. PIMCO Total Return Instl PTTRX Key Informa�on Morningstar Category Morningstar Ra�ng Overall Incep�on Date Expense Ra�o Fund Size (Mil) Por�olio Date Manager Name US Fund Intermediate­Term Bond ÙÙÙÙ 5/11/1987 0.55 65,374.03 12/31/2018 Mul�ple PIMCO Total Return Instl ­ Fixed­Inc Sectors (Morningstar) Por�olio Date: 12/31/2018 % Government 0.9 Government Related 31.9 Corporate Bond 12.0 Agency Mortgage­Backed 24.6 Non­Agency Residen�al Mortgage­Backed 2.3 Commercial Mortgage­Backed 1.3 Asset­Backed 4.6 Cash & Equivalents 11.1 Swap 3.6 Forward/Future 6.4 Other 1.4 Total 100.0 Morningstar Style Box ­ PIMCO Total Return Instl Por�olio Date: 12/31/2018 Morningstar Fixed Income Style Box™ Not Available Fixed­Income Stats Average Eff Dura�on 3.5 Average Eff Maturity 4.2 Average Coupon 4.2 Average Price 110.0 YTD Peer group quar�le 1 year Peer group quar�le 3 years Peer group quar�le 5 years Peer group quar�le 10 years Peer group quar�le PIMCO Total Return Instl BBgBarc US Agg Bond TR USD US Fund Intermediate­Term Bond 2.94 4.48 2.03 2.74 3.77 3.13 3.97 2.35 2.48 4.61 2.78 3.83 2.80 2.85 4.844322 2 3 1 3 2 4 3 3 2 3 2 Rolling Returns Time Period: 4/1/2014 to 3/31/2019 Rolling Window: 3 Years 3 Months shi� Calcula�on Benchmark: BBgBarc US Agg Bond TR USD 04 05 06 07 08 09 10 11 12 2018 01 02 03 04 05 06 07 08 09 10 11 12 2019 01 02 03 0.8 1.5 2.3 3.0 3.8 PIMCO Total Return Instl BBgBarc US Agg Bond TR USD US Fund Intermediate­Term BondReturnPerformance Rela�ve to Peer Group Peer Group (5­95%): Open End Funds ­ U.S. ­ Intermediate­Term Bond Calcula�on Benchmark: BBgBarc US Agg Bond TR USD 0.8 1.5 2.3 3.0 3.8 YTD 1 year 3 years 5 years 10 years 4.5 5.3 6.0 6.8 PIMCO Total Return Instl BBgBarc US Agg Bond TR USD ReturnReturns As of Date: 3/31/2019 Calcula�on Benchmark: BBgBarc US Agg Bond TR USD Quarter YTD 1 Year 3 Years 5 Years 10 Years 0.0 0.8 1.5 2.3 3.0 3.8 4.5 5.3 2.8 2.8 3.8 2.8 2.9 4.8 2.9 2.9 4.5 2.0 2.7 3.8 3.1 3.1 4.0 2.4 2.5 4.6 PIMCO Total Return Instl BBgBarc US Agg Bond TR USD US Fund Intermediate­Term Bond ReturnRisk­Reward Time Period: 4/1/2014 to 3/31/2019 Std Dev 0.0 1.0 2.0 3.0 4.0 0.0 1.0 2.0 3.0 4.0 5.0 ReturnPIMCO Total Return Instl ­ Risk Time Period: 4/1/2014 to 3/31/2019 Calcula�on Benchmark: BBgBarc US Agg Bond TR USD Inv Bmk1 Return Std Dev Downside Devia�on Alpha Beta R2 Informa�on Ra�o (geo) Tracking Error 2.85 2.94 1.06 0.27 0.92 79.15 0.08 1.37 2.74 2.86 0.00 0.00 1.00 100.00 0.00 Monthly Es�mated Fund­Level Net Flow Time Period: 4/1/2014 to 3/31/2019 2015 2017 2019 ­40,000M ­20,000M 0M 20,000M PIMCO Total Return Instl Source: Morningstar Direct, as of March 31, 2019. Informa�on provided herein was obtained from third­party sources deemed reliable. HighMark and its affiliates make no representa�ons or warran�es with respect to the �meliness, accuracy, or completeness of the informa�on and bear no liability for any loss arising from its use. PGIM Total Return Bond R6 PTRQX Key Informa�on Morningstar Category Morningstar Ra�ng Overall Incep�on Date Expense Ra�o Fund Size (Mil) Por�olio Date Manager Name US Fund Intermediate­Term Bond ÙÙÙÙÙ 12/27/2010 0.41 39,868.04 2/28/2019 Mul�ple PGIM Total Return Bond R6 ­ Fixed­Inc Sectors (Morningsta Por�olio Date: 2/28/2019 % Government 6.8 Government Related 54.9 Municipal Taxable 0.3 Bank Loan 0.2 Corporate Bond 16.7 Agency Mortgage­Backed 0.7 Non­Agency Residen�al Mortgage­Backed 0.7 Commercial Mortgage­Backed 5.6 Asset­Backed 12.7 Cash & Equivalents 1.0 Other 0.4 Total 100.0 Morningstar Style Box ­ PGIM Total Return Bond R6 Por�olio Date: 2/28/2019 Morningstar Fixed Income Style Box™Low Med High Ltd Mod Ext Fixed­Income Stats Average Eff Dura�on 6.4 Average Eff Maturity ­ Average Coupon ­ Average Price ­ YTD Peer group quar�le 1 year Peer group quar�le 3 years Peer group quar�le 5 years Peer group quar�le 10 years Peer group quar�le PGIM Total Return Bond R6 BBgBarc US Agg Bond TR USD US Fund Intermediate­Term Bond 4.02 4.78 3.85 3.92 2.94 4.48 2.03 2.74 3.77 3.13 3.97 2.35 2.48 4.61 1 1 1 1 3 1 3 2 4 3 3 2 3 2 Rolling Returns Time Period: 4/1/2014 to 3/31/2019 Rolling Window: 3 Years 3 Months shi� Calcula�on Benchmark: BBgBarc US Agg Bond TR USD 04 05 06 07 08 09 10 11 12 2018 01 02 03 04 05 06 07 08 09 10 11 12 2019 01 02 03 1.0 2.0 3.0 4.0 5.0 PGIM Total Return Bond R6 BBgBarc US Agg Bond TR USD US Fund Intermediate­Term BondReturnPerformance Rela�ve to Peer Group Peer Group (5­95%): Open End Funds ­ U.S. ­ Intermediate­Term Bond Calcula�on Benchmark: BBgBarc US Agg Bond TR USD 0.8 1.5 2.3 3.0 3.8 YTD 1 year 3 years 5 years 10 years 4.5 5.3 6.0 6.8 PGIM Total Return Bond R6 BBgBarc US Agg Bond TR USD ReturnReturns As of Date: 3/31/2019 Calcula�on Benchmark: BBgBarc US Agg Bond TR USD Quarter YTD 1 Year 3 Years 5 Years 10 Years 0.0 0.8 1.5 2.3 3.0 3.8 4.5 5.3 4.0 4.0 4.8 3.9 3.9 2.9 2.9 4.5 2.0 2.7 3.8 3.1 3.1 4.0 2.4 2.5 4.6 PGIM Total Return Bond R6 BBgBarc US Agg Bond TR USD US Fund Intermediate­Term Bond ReturnRisk­Reward Time Period: 4/1/2014 to 3/31/2019 Std Dev 0.0 1.0 2.0 3.0 4.0 0.0 1.0 2.0 3.0 4.0 5.0 ReturnPGIM Total Return Bond R6 ­ Risk Time Period: 4/1/2014 to 3/31/2019 Calcula�on Benchmark: BBgBarc US Agg Bond TR USD Inv Bmk1 Return Std Dev Downside Devia�on Alpha Beta R2 Informa�on Ra�o (geo) Tracking Error 3.92 3.34 0.58 0.93 1.12 91.30 1.10 1.04 2.74 2.86 0.00 0.00 1.00 100.00 0.00 Monthly Es�mated Fund­Level Net Flow Time Period: 4/1/2014 to 3/31/2019 2015 2017 2019 ­750M 0M 750M 1,500M 2,250M PGIM Total Return Bond R6 Source: Morningstar Direct, as of March 31, 2019. Informa�on provided herein was obtained from third­party sources deemed reliable. HighMark and its affiliates make no representa�ons or warran�es with respect to the �meliness, accuracy, or completeness of the informa�on and bear no liability for any loss arising from its use. BlackRock Event Driven Equity Instl BILPX Key Informa�on Morningstar Category Morningstar Ra�ng Overall Incep�on Date Expense Ra�o Fund Size (Mil) Por�olio Date Manager Name US Fund Market Neutral ÙÙÙÙÙ 12/19/2007 1.63 2,040.10 2/28/2019 Mark McKenna Correla�on Matrix Time Period: 1/1/2008 to 3/31/2019 1 2 3 1.00 0.01 1.00 0.85 0.03 1.00 1 BlackRock Event Driven Equity Instl 2 BBgBarc US Agg Bond TR USD 3 S&P 500 TR (1989) 1.00 to 0.80 0.80 to 0.60 0.60 to 0.40 0.40 to 0.20 0.20 to 0.00 0.00 to ­0.20 ­0.20 to ­0.40 ­0.40 to ­0.60 ­0.60 to ­0.80 ­0.80 to ­1.00 Return Distribu�on - BlackRock Event Driven Equity Instl Time Period: Since Incep�on to 3/31/2019 ­15.0 ­11.0 ­7.0 ­3.0 1.0 5.0 9.0 13.0 15.0 0.0 10.0 20.0 30.0 40.0 50.0 60.0 70.0 BlackRock Event Driven Equity Instl US Fund Market NeutralNumber of PeriodsYTD Peer group quar�le 1 year Peer group quar�le 3 years Peer group quar�le 5 years Peer group quar�le 10 years Peer group quar�le BlackRock Event Driven Equity Instl US Fund Market Neutral 2.25 7.98 5.41 5.34 11.73 0.13 ­0.40 1.14 0.72 0.48 2 1 1 1 1 3 3 3 3 3 Drawdown Time Period: 4/1/2014 to 3/31/2019 2014 2015 2016 2017 2018 ­6.0 ­5.0 ­4.0 ­3.0 ­2.0 ­1.0 0.0 BlackRock Event Driven Equity Instl US Fund Market Neutral Performance Rela�ve to Peer Group Peer Group (5­95%): Open End Funds ­ U.S. ­ Market Neutral ­15.0 ­10.0 ­5.0 0.0 5.0 YTD 1 year 3 years 5 years 10 years 10.0 15.0 BlackRock Event Driven Equity Instl US Fund Market Neutral ReturnReturns As of Date: 3/31/2019 Calcula�on Benchmark: US Fund Market Neutral Quarter YTD 1 Year 3 Years 5 Years 10 Years ­4.0 ­2.0 0.0 2.0 4.0 6.0 8.0 10.0 12.0 14.0 2.2 2.2 8.0 5.4 5.3 11.7 0.1 0.1 ­0.4 1.1 0.7 0.5 BlackRock Event Driven Equity Instl US Fund Market Neutral ReturnRisk-Reward Time Period: 4/1/2016 to 3/31/2019 Std Dev 0.0 2.0 4.0 6.0 8.0 10.0 ­6.0 ­4.0 ­2.0 0.0 2.0 4.0 6.0 8.0 BlackRock Event Driven Equity Instl US Fund Market NeutralReturn BlackRock Event Driven Equity Instl - Risk Time Period: Since Incep�on to 3/31/2019 Calcula�on Benchmark: US Fund Market Neutral Inv Bmk1 +/­ Bmk1 Return Std Dev Downside Devia�on Alpha Beta R2 Sharpe Ra�o (arith) Tracking Error 0.21 1.75 0.00 0.00 1.00 100.00 ­0.19 0.00 5.62 14.13 9.51 7.00 3.32 17.24 0.36 13.53 5.42 12.38 9.51 7.00 2.32 ­82.76 0.55 13.53 Monthly Es�mated Fund-Level Net Flow Time Period: 4/1/2014 to 3/31/2019 2015 2017 2019 ­100M 0M 100M 200M 300M BlackRock Event Driven Equity Instl Es�mated Fund­ L e v e l M o n t h l y R e t u r n Source: Morningstar Direct, as of March 31, 2019. Informa�on provided herein was obtained from third­party sources deemed reliable. HighMark and its affiliates make no representa�ons or warran�es with respect to the �meliness, accuracy, or completeness of the informa�on and bear no liability for any loss arising from its use. BlackRock Strategic Income Opps Instl BSIIX Key Informa�on Morningstar Category Morningstar Ra�ng Overall Incep�on Date Expense Ra�o Fund Size (Mil) Por�olio Date Manager Name US Fund Nontradi�onal Bond ÙÙÙÙ 2/5/2008 0.82 33,140.72 6/30/2018 Mul�ple Correla�on Matrix Time Period: 3/1/2008 to 3/31/2019 1 2 3 1.00 0.27 1.00 0.61 0.05 1.00 1 BlackRock Strategic Income Opps Instl 2 BBgBarc US Agg Bond TR USD 3 S&P 500 TR (1989) 1.00 to 0.80 0.80 to 0.60 0.60 to 0.40 0.40 to 0.20 0.20 to 0.00 0.00 to ­0.20 ­0.20 to ­0.40 ­0.40 to ­0.60 ­0.60 to ­0.80 ­0.80 to ­1.00 Return Distribu�on - BlackRock Strategic Income Opps Instl Time Period: Since Incep�on to 3/31/2019 ­8.0 ­6.0 ­4.0 ­2.0 0.0 2.0 4.0 6.0 8.0 0.0 10.0 20.0 30.0 40.0 50.0 60.0 70.0 80.0 BlackRock Strategic Income Opps Instl US Fund Nontradi�onal BondNumber of PeriodsYTD Peer group quar�le 1 year Peer group quar�le 3 years Peer group quar�le 5 years Peer group quar�le 10 years Peer group quar�le BlackRock Strategic Income Opps Instl US Fund Nontradi�onal Bond 2.37 1.47 3.65 2.44 5.98 2.82 1.48 3.51 1.74 3.81 3 3 2 2 2 2 3 3 3 3 Drawdown Time Period: 4/1/2014 to 3/31/2019 2014 2015 2016 2017 2018 ­4.5 ­3.8 ­3.0 ­2.3 ­1.5 ­0.8 0.0 BlackRock Strategic Income Opps Instl US Fund Nontradi�onal Bond Performance Rela�ve to Peer Group Peer Group (5­95%): Open End Funds ­ U.S. ­ Nontradi�onal Bond ­6.0 ­4.0 ­2.0 0.0 2.0 YTD 1 year 3 years 5 years 10 years 4.0 6.0 8.0 10.0 BlackRock Strategic Income Opps Instl US Fund Nontradi�onal Bond ReturnReturns As of Date: 3/31/2019 Calcula�on Benchmark: US Fund Nontradi�onal Bond Quarter YTD 1 Year 3 Years 5 Years 10 Years 0.0 0.8 1.5 2.3 3.0 3.8 4.5 5.3 6.0 6.8 2.4 2.4 1.5 3.6 2.4 6.0 2.8 2.8 1.5 3.5 1.7 3.8 BlackRock Strategic Income Opps Instl US Fund Nontradi�onal Bond ReturnRisk-Reward Time Period: 4/1/2016 to 3/31/2019 Std Dev 0.0 2.0 4.0 6.0 8.0 0.0 2.0 4.0 6.0 8.0 BlackRock Strategic Income Opps Instl US Fund Nontradi�onal BondReturn BlackRock Strategic Income Opps Instl - Risk Time Period: Since Incep�on to 3/31/2019 Calcula�on Benchmark: US Fund Nontradi�onal Bond Inv Bmk1 +/­ Bmk1 Return Std Dev Downside Devia�on Alpha Beta R2 Sharpe Ra�o (arith) Tracking Error 4.15 4.55 1.04 1.56 1.14 86.46 0.80 1.76 2.32 3.71 0.00 0.00 1.00 100.00 0.49 0.00 1.84 0.83 1.04 1.56 0.14 ­13.54 0.31 1.76 Monthly Es�mated Fund-Level Net Flow Time Period: 4/1/2014 to 3/31/2019 2015 2017 2019 ­2,000M 0M 2,000M 4,000M BlackRock Strategic Income Opps Instl Es�mated Fund­ L e v e l M o n t h l y R e t u r n Source: Morningstar Direct, as of March 31, 2019. Informa�on provided herein was obtained from third­party sources deemed reliable. HighMark and its affiliates make no representa�ons or warran�es with respect to the �meliness, accuracy, or completeness of the informa�on and bear no liability for any loss arising from its use. Eaton Vance Glbl Macr Absolute Return I EIGMX Key Informa�on Morningstar Category Morningstar Ra�ng Overall Incep�on Date Expense Ra�o Fund Size (Mil) Por�olio Date Manager Name US Fund Nontradi�onal Bond ÙÙÙ 6/27/2007 0.78 3,957.40 1/31/2019 Mul�ple Correla�on Matrix Time Period: 7/1/2007 to 3/31/2019 1 2 3 1.00 0.25 1.00 0.37 0.02 1.00 1 Eaton Vance Glbl Macr Absolute Return I 2 BBgBarc US Agg Bond TR USD 3 S&P 500 TR (1989) 1.00 to 0.80 0.80 to 0.60 0.60 to 0.40 0.40 to 0.20 0.20 to 0.00 0.00 to ­0.20 ­0.20 to ­0.40 ­0.40 to ­0.60 ­0.60 to ­0.80 ­0.80 to ­1.00 Return Distribu�on - Eaton Vance Glbl Macr Absolute Retur Time Period: Since Incep�on to 3/31/2019 ­6.0 ­5.0 ­4.0 ­3.0 ­2.0 ­1.0 0.0 1.0 2.0 3.0 4.0 5.0 6.0 0.0 10.0 20.0 30.0 40.0 50.0 60.0 70.0 80.0 Eaton Vance Glbl Macr Absolute Return I US Fund Nontradi�onal BondNumber of PeriodsYTD Peer group quar�le 1 year Peer group quar�le 3 years Peer group quar�le 5 years Peer group quar�le 10 years Peer group quar�le Eaton Vance Glbl Macr Absolute Return I US Fund Nontradi�onal Bond 2.01 ­1.76 2.21 2.48 3.01 2.82 1.48 3.51 1.74 3.81 3 4 3 2 4 2 3 3 3 3 Drawdown Time Period: 4/1/2014 to 3/31/2019 2014 2015 2016 2017 2018 ­4.5 ­3.8 ­3.0 ­2.3 ­1.5 ­0.8 0.0 Eaton Vance Glbl Macr Absolute Return I US Fund Nontradi�onal Bond Performance Rela�ve to Peer Group Peer Group (5­95%): Open End Funds ­ U.S. ­ Nontradi�onal Bond ­6.0 ­4.0 ­2.0 0.0 2.0 YTD 1 year 3 years 5 years 10 years 4.0 6.0 8.0 10.0 Eaton Vance Glbl Macr Absolute Return I US Fund Nontradi�onal Bond ReturnReturns As of Date: 3/31/2019 Calcula�on Benchmark: US Fund Nontradi�onal Bond Quarter YTD 1 Year 3 Years 5 Years 10 Years ­3.0 ­2.3 ­1.5 ­0.8 0.0 0.8 1.5 2.3 3.0 3.8 4.5 2.0 2.0 ­1.8 2.2 2.5 3.02.8 2.8 1.5 3.5 1.7 3.8 Eaton Vance Glbl Macr Absolute Return I US Fund Nontradi�onal Bond ReturnRisk-Reward Time Period: 4/1/2016 to 3/31/2019 Std Dev 0.0 2.0 4.0 6.0 8.0 0.0 2.0 4.0 6.0 8.0 Eaton Vance Glbl Macr Absolute Return I US Fund Nontradi�onal BondReturn Eaton Vance Glbl Macr Absolute Return I - Risk Time Period: Since Incep�on to 3/31/2019 Calcula�on Benchmark: US Fund Nontradi�onal Bond Inv Bmk1 +/­ Bmk1 Return Std Dev Downside Devia�on Alpha Beta R2 Sharpe Ra�o (arith) Tracking Error 1.95 3.70 0.00 0.00 1.00 100.00 0.34 0.00 3.36 2.64 1.61 2.12 0.40 32.31 1.01 3.14 1.40 ­1.06 1.61 2.12 ­0.60 ­67.69 0.67 3.14 Monthly Es�mated Fund-Level Net Flow Time Period: 4/1/2014 to 3/31/2019 2015 2017 2019 ­1,500M ­1,000M ­500M 0M 500M Eaton Vance Glbl Macr Absolute Return I Es�mated Fund­ L e v e l M o n t h l y R e t u r n Source: Morningstar Direct, as of March 31, 2019. Informa�on provided herein was obtained from third­party sources deemed reliable. HighMark and its affiliates make no representa�ons or warran�es with respect to the �meliness, accuracy, or completeness of the informa�on and bear no liability for any loss arising from its use. Western Asset Macro Opportuni�es IS LAOSX Key Informa�on Morningstar Category Morningstar Ra�ng Overall Incep�on Date Expense Ra�o Fund Size (Mil) Por�olio Date Manager Name US Fund Nontradi�onal Bond ÙÙÙÙÙ 8/30/2013 1.21 1,418.74 2/28/2019 Mul�ple Correla�on Matrix Time Period: 9/1/2013 to 3/31/2019 1 2 3 1.00 0.33 1.00 0.38 ­0.07 1.00 1 Western Asset Macro Opportuni�es IS 2 BBgBarc US Agg Bond TR USD 3 S&P 500 TR (1989) 1.00 to 0.80 0.80 to 0.60 0.60 to 0.40 0.40 to 0.20 0.20 to 0.00 0.00 to ­0.20 ­0.20 to ­0.40 ­0.40 to ­0.60 ­0.60 to ­0.80 ­0.80 to ­1.00 Return Distribu�on - Western Asset Macro Opportuni�es IS Time Period: Since Incep�on to 3/31/2019 ­6.0 ­5.0 ­4.0 ­3.0 ­2.0 ­1.0 0.0 1.0 2.0 3.0 4.0 5.0 6.0 0.0 4.0 8.0 12.0 16.0 20.0 24.0 28.0 32.0 36.0 40.0 Western Asset Macro Opportuni�es IS US Fund Nontradi�onal BondNumber of PeriodsYTD Peer group quar�le 1 year Peer group quar�le 3 years Peer group quar�le 5 years Peer group quar�le 10 years Peer group quar�le Western Asset Macro Opportuni�es IS US Fund Nontradi�onal Bond 4.73 ­0.34 6.11 4.82 2.82 1.48 3.51 1.74 3.81 1 3 1 1 2 3 3 3 3 Drawdown Time Period: 4/1/2014 to 3/31/2019 2014 2015 2016 2017 2018 ­10.0 ­8.0 ­6.0 ­4.0 ­2.0 0.0 Western Asset Macro Opportuni�es IS US Fund Nontradi�onal Bond Performance Rela�ve to Peer Group Peer Group (5­95%): Open End Funds ­ U.S. ­ Nontradi�onal Bond ­6.0 ­4.0 ­2.0 0.0 2.0 YTD 1 year 3 years 5 years 10 years 4.0 6.0 8.0 10.0 Western Asset Macro Opportuni�es IS US Fund Nontradi�onal Bond ReturnReturns As of Date: 3/31/2019 Calcula�on Benchmark: US Fund Nontradi�onal Bond Quarter YTD 1 Year 3 Years 5 Years 10 Years ­2.0 ­1.0 0.0 1.0 2.0 3.0 4.0 5.0 6.0 7.0 4.7 4.7 ­0.3 6.1 4.8 2.8 2.8 1.5 3.5 1.7 3.8 Western Asset Macro Opportuni�es IS US Fund Nontradi�onal Bond ReturnRisk-Reward Time Period: 4/1/2016 to 3/31/2019 Std Dev 0.0 2.0 4.0 6.0 8.0 0.0 2.0 4.0 6.0 8.0 Western Asset Macro Opportuni�es IS US Fund Nontradi�onal BondReturn Western Asset Macro Opportuni�es IS - Risk Time Period: Since Incep�on to 3/31/2019 Calcula�on Benchmark: US Fund Nontradi�onal Bond Inv Bmk1 +/­ Bmk1 Return Std Dev Downside Devia�on Alpha Beta R2 Sharpe Ra�o (arith) Tracking Error 2.01 2.03 0.00 0.00 1.00 100.00 0.63 0.00 6.36 6.13 2.72 2.82 2.19 52.90 0.92 4.87 4.35 4.09 2.72 2.82 1.19 ­47.10 0.29 4.87 Monthly Es�mated Fund-Level Net Flow Time Period: 4/1/2014 to 3/31/2019 2015 2017 2019 ­100M ­50M 0M 50M 100M Western Asset Macro Opportuni�es IS Es�mated Fund­ L e v e l M o n t h l y R e t u r n Source: Morningstar Direct, as of March 31, 2019. Informa�on provided herein was obtained from third­party sources deemed reliable. HighMark and its affiliates make no representa�ons or warran�es with respect to the �meliness, accuracy, or completeness of the informa�on and bear no liability for any loss arising from its use. RECOMMENDATION(S): ADOPT attached Resolution 2019/462 establishing the appropriation limits for the County General, County Special Districts, and County Service Areas for fiscal year 2019/2020. FISCAL IMPACT: Adopting the appropriation limits allows the County to spend its proceeds of taxes. All of the attached fiscal year 2019/20 limits exceed expected proceeds of taxes except for County Service Area R-7A. BACKGROUND: The attached Resolution is required by Section 7910 of the Government Code and is calculated by the County Auditor-Controller. It is required that the governing body of each local jurisdiction shall establish an appropriation limit for each jurisdiction pursuant to Article XIII-B of the California Constitution. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Joanne Bohren, (925) 335-8610 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stephanie Mello, Deputy cc: Bob Campbell, Haj Nahal, Chris Wong, Tatiana Kryukova, Timothy Ewell, Assistant County Administrator C.116 To:Board of Supervisors From:Robert Campbell, Auditor-Controller Date:June 18, 2019 Contra Costa County Subject:Appropriation Limits for Fiscal Year 2019/20 CONSEQUENCE OF NEGATIVE ACTION: The County will fail to meet the requirements laid out in Article XIII-B of the California Constitution. AGENDA ATTACHMENTS Resolution 2019/462 Exhibit A FY 2019-20 MINUTES ATTACHMENTS Signed Resolution No. 2019/462 THE BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY, CALIFORNIA and for Special Districts, Agencies and Authorities Governed by the Board Adopted this Resolution on 06/18/2019 by the following vote: AYE:5 John Gioia Candace Andersen Diane Burgis Karen Mitchoff Federal D. Glover NO: ABSENT: ABSTAIN: RECUSE: Resolution No. 2019/462 Appropriation Limits for County, County Special Districts, and County Service Areas for 2019/20. WHEREAS, Section 7910 of the Government Code requires that each year the governing body of each local jurisdiction shall establish an appropriations limit for each jurisdiction for the following fiscal year pursuant to Article XIII-B of the California Constitution; and WHEREAS, according to Article XIII-B of the California Constitution (Section 8 subd.e(2)) the change in the cost of living shall be either the percentage change in California per capita personal income from the preceding year, or the percentage change in the local assessment roll from the preceding year for the jurisdiction due to the addition of local non-residential new construction; and WHEREAS, the percentage change due to the addition of local non-residential new construction is not available for the County, County Special Districts and County Service Areas, therefore, the County Auditor-Controller has calculated the appropriation limits using the change factors most advantageous as permitted by Article XIII-B of the California Constitution; and WHEREAS, the County Auditor-Controller has prepared the attached report and accompanying schedule, designated Exhibit A, regarding the proposed County General, County Special District, and County Service Area appropriation limits for fiscal year 2019/2020. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY THAT the attached Exhibit A percentage changes over the prior year are selected and appropriation limits established for the County General, County Special Districts, and County Service Areas for the fiscal year 2019/2020. Contact: Joanne Bohren, (925) 335-8610 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stephanie Mello, Deputy cc: Bob Campbell, Haj Nahal, Chris Wong, Tatiana Kryukova, Timothy Ewell, Assistant County Administrator C.116 Exhibit A 2019-2020 County General and Special District Appropriation Limits 2019-20 2018-19 Change 2019-20 District Fund Limit Factor Limit County General/Library 1003 21,855,776,298 1.0460 22,861,142,008 Contra Costa Fire 2020 4,170,232,895 1.0445 4,355,808,259 Crockett-Carquinez Fire 2028 403,673,818 1.0442 421,516,201 Co Service Area L-100 2401 7,227,831 1.0442 7,547,301 Co Service Area M-1 2470 549,613 1.0442 573,906 7,701,237 1.0481 8,071,666 Co Service Area M-16 2488 73,021 1.0442 76,249 Co Service Area M-17 2489 784,673 1.0442 819,356 Co Service Area M-20 2492 119,319 1.0442 124,593 Co Service Area RD-4 2494 365,130 1.0442 381,269 Flood Control Zone 1 2521 4,164,870 1.0605 4,416,845 Flood Control Zone 7 2527 26,788,061 1.0426 27,929,232 Flood Control Drainage A-13 2552 1,422,265 1.0445 1,485,556 Flood Control Drainage A-10 2554 1,960,107 1.0423 2,043,020 Storm Drainage Z-16 2583 1,226,488 1.0411 1,276,897 Co Service Area P-5 2655 1,523,549 1.0442 1,590,890 Co Service Area R-4 2751 990,194 1.0442 1,033,961 Co Service Area R-7A 2758 1,908,353 1.0442 1,214,659 (1) (1)The 2019-20 Limit does not include the expired November 8, 2016 voter-approved override to $1,650,000, plus growth. The override was for fiscal years 2015-2016 through 2018-2019. The 2018-19 Limit without the override was $1,163,244. Co Service Area M-29 2475 & 4232 RECOMMENDATION(S): ACCEPT the report from the Employment and Human Services Department on aging and adult services, highlighting challenges facing elders. FISCAL IMPACT: No fiscal impact. BACKGROUND: On May 23, 2000, the Board of Supervisors referred to the Family and Human Services Committee an annual report on the progress made on the issue of elder abuse in Contra Costa County. Between 2000 and 2015, Committee has received an annual status report from the Employment and Human Services Department. The most recent status update was provided to the Board of Supervisors in November 2018. When FHS last received an update, Ms. Tolbert reported that the two major challenges facing the aging population are housing insecurity and poverty. Ms. Tolbert explained that Aging and Adult Services offers a continuum of services that address a range of needs. Examples of services include putting safety features in the home, a Whole Person Care program for individuals with significant medical issues, adult protective services, and “no wrong door”. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Victoria Tolbert (925) 608-4805 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stephanie Mello, Deputy cc: C.117 To:Board of Supervisors From:FAMILY & HUMAN SERVICES COMMITTEE Date:June 18, 2019 Contra Costa County Subject: BACKGROUND: (CONT'D) Supervisor Andersen asked what number people should call for support: It is 1-800-510-2020. Ms. Tolbert reported that awareness of this number has increased. Supervisor Andersen supported increasing awareness of this number. An internal challenge to the Department that Ms. Tolbert reported on was the shortage of direct services staff, particularly social workers and in-home support services staff. She indicated that it is a priority with Kathy Gallagher, David Twa and Human Resources. Also, the Department is working on placing more energy into staff development to internally build the needed knowledge and skill sets. Aging and Adult Services is working to identify non-licensed facilities and help them achieve licensing to increase supply. An option discussed was creating a County certification, so if they cannot obtain a state license, they come out of the shadows and have some oversight. Another issue discussed were hospitals lacking safe locations to which to discharge patients. Aging and Adult Services coordinates with discharge planners and hospitals to coordinate safe discharges. Possible legislation would ban hospital discharges to shelters without an available bed. Senior specific shelters would help to close the capacity gap. The department made a final request for the Board of Supervisors to engage in supporting and spreading awareness about these services. Please see the attached status report. ATTACHMENTS Challenges for Aged and Disabled Populations AGING AND ADULT SERVICES APS AND CHALLENGES FACING ELDERS VICTORIA TOLBERT, AGING & ADULT SERVICES DIRECTOR EMPLOYMENT AND HUMAN SERVICES DEPARTMENT 6 / 1 0 / 1 9 RETIREMENT ANNOUNCEMENT •Opportunity •Commitment •Progress •Plans 65 AND OLDER PROJECTIONS FEDERAL POVERTY GUIDELINE $11,880 CONTINUUM OF CARE •Adult Protective Services •Home Safe •In Home Supportive Services •Public Authority •Whole Person Care •Area Agency on Aging•General Assistance •Information and Assistance •SSI Advocacy •SSI/Cal Fresh Expansion Basic economic Support Link to services Prevention Services to maintain in the community Basic Social and Support services Advocacy and Planning Crisis intervention Short term case management Link to higher level care Services to remain safely in the home Coordination with health care Prevention of institutionalization COORDINATION GOALS •No Wrong Door •Reduced duplication •Coordination between Health Care, Long Term Care, Community based services and Behavioral Health •Reduced premature institutionalization •Reduced hospitalization •Improved health outcomes PROGRAM HIGHLIGHTS IHSS 11,000 Clients (Elderly, adults with disabilities, disabled children) Payroll 9,000 Providers AAA 12,000 I&A Calls 3,139 HICAP clients 331,250 Home Delivered Meals 175,000 Congregate Meals Ombudsman, Minor home modification, falls prevention, case management, etc. APS 5000 abuse reports CHALLENGES Critical Staffing Issues •Shortage of direct service staff •Recruitment challenges Planning and Coordination •Need to focus on new mandates and the development of innovative and effective projects •Homelessness •Unlicensed board and care •Discharge planning Achieving Program Mandates •IHSS Assessment and Re-Assessment •APS Response CONTRIBUTING FACTORS –Growth of the aging population without commensurate growth in funding –2008 Recession Impacts •Eliminating county overmatch •Withdrawal from community partnerships and erosion of mandated elder abuse reporting and investigation system •Recruitment and retention of staff –Impacts on allocation •Staff recruitment and hiring APS CRITICAL ISSUES Adult Protective Services (APS) is designed to investigate and mitigate abuse, neglect or exploitation of elder adults (65 years and older) and dependent adults (18-64 who are disabled) APS also provides information and referral to other agencies and educates the public about reporting requirements and responsibilities under the Elder and Dependent Adult Abuse Reporting Laws. •33% increase in abuse reports over the past year. •Increased awareness •Complexity of cases IHSS CRITICAL ISSUES - The IHSS Program will help pay for services provided to assist seniors and persons with disabilities to remain safely in their own home. IHSS is considered an alternative to out-of-home care, such as nursing homes or board and care facilities. Delayed intake assessments Quality Improvement Action Plan Workforce stability Program growth of 7% annually, totaling nearly 11,000 clients. NEW SERVICES NEW OPPORTUNITIES CAL OES GRANT ELDER ABUSE PREVENTION Elder abuse forensic centers are a new model of multidisciplinary collaboration on elder abuse cases. •APS, law enforcement and LTC Ombudsman and community based partners join forces for the purpose of: –conducting evaluations, –lessening the burden of multiple interviews for alleged abuse victims, –establishing integrated care plans, and –gathering evidence for compensation or prosecution. ELDER ABUSE PREVENTION Multi-Disciplinary Team Total 65  MDT Implementation Date: September 22, 2016 Financial Abuse Strike Team Year # of Cases # of FAST Attendees 2016-2017 6 45 2018-2019 24 184 Total 30 229  FAST Implementation Date: September 21, 2017 Elder Death Review Team Year # of Cases # of EDRT Attendees 2016-2017 2 18 2018-2019 3 27 Total 5 45  EDRT Implementation Date: September 5, 2017 2 ND CAL OES GRANT – VICTIMS OF CRIME •Direct Services include: –Immediate Health and Safety –Mental Health Assistance –Assistance with Participation in Criminal Justice Proceedings –Forensic Examinations –Restorative Justice –Skills Training for Staff –Outreach VICTIMS OF CRIME GOAL 1: Identification and early intervention financial abuse of elderly GOAL 2: Increased victim safety GOAL 3: Increased provider understanding and improved service coordination GOAL 4: Increased community awareness and understanding An increased understanding of the many forms of elder abuse by County service providers across disciplines, leading to better service coordination as evidenced by increased number of providers serving elderly victims and increased number of referrals among partners. A new integrated data system will allow tracking of cases and collaboration. APS HOME SAFE GRANT •Median rents in the San Francisco Bay Area have increased over 21.8 percent since 2013 compared to 11.7% statewide, while median household income decreased 3% when adjusted for inflation (CA Department of Numbers). According to the latest 2018 Point In Time (PIT) count for Contra Costa County, there was an 88% increase in homeless seniors age 62 and older compared to the 2017 PIT count. Homeless shelters and other housing providers are struggling to help seniors find housing in one of the most expensive housing markets in the country. Since 2014, there has been a 99% increase in seniors becoming homeless (Contra Costa, 2018 PIT Count). AAS GOALS •Develop data strategies to assure regulatory compliance •Continue to develop community partnerships and strengthen the network of services •Prepare AAS for new mandates through staff and community training •Improve customer service through program integration •Maximize existing revenue streams to leverage innovative programs •Explore strategies for creating an aging-friendly county by facilitating the development of age friendly practices in all Contra Costa County departments and programs CONTINUED CHALLENGES FOR SENIORS •Homelessness •Long Term Care Solutions •Fraud and Scam Protection •Dementia •Caregiver support ACCOMPLISHMENTS 1.Established a Multidisciplinary team in Adult Protective Services to allow for professionals to work together toward better outcomes for seniors 2.Established an Elder Death Review Process to identify gaps in our safety net and services that put elders at risk. 3.Created a community collaborative for elder abuse prevention through the Cal OES XC grant to affect seniors wherever they are in the community…no wrong door! 4.Hosted, organized elder abuse awareness events to further community education 5.Created partnerships with Health Services in the Whole Person Care project 6.Establishing partnership with John Muir Health to reach out to vulnerable seniors transitioning from the hospital to home or long-term care 7.Establishing partnership with the homeless shelters to expedite the needs of homeless elders 8.Recently awarded the Home Safe grant to provide homeless assistance to seniors in Adult Protective Services 9.Expanded and strengthened our Senior Advisory Committee 10.Continue the excellent work of Senior Employment 11.Continued money saving support to seniors through HICAP 12.Grew a fantastic Information and Assistance program 13.Expanded the IHSS staffing in continued efforts to bring that program into compliance AGE FRIENDLY DOMAINS •Communication and Information •Community Support and Health Services •Employment and Civic Participation •Outdoor Spaces and Buildings •Respect and Social Inclusion •Social Participation •Transportation •Housing •Nutrition •Economic Stability STEPS TO AN AGE FRIENDLY CONTRA COSTA COUNTY •Assess •Listening Sessions •Key Informant Surveys •Senior Survey •Data Sharing •Planning •Domain Workgroups •Advisory Council on Aging •Implementation •Evaluation NEXT STEPS FOR AAS •SSI/CalFresh Expansion •Age Friendly Contra Costa •New Health Care Partnerships •Continued Fund Development THANKS TO OUR PARTNERS •Contra Costa County Office of the Sheriff •Contra Costa Health Services •Family Justice Center •Contra Costa Health Services Conservatorship/Guardianship Program •Contra Costa Regional Medical Center Mental Health/Psychiatry •Contra Costa Behavioral Health Services Older Adult Mental Health Services •Ombudsman Services of Contra Costa •Contra Costa Alliance to End Abuse (Zero Tolerance for Domestic Violence Initiative) •Office of the District Attorney Contra Costa County •Meals on Wheels •Senior Legal Services QUESTIONS? RECOMMENDATION(S): RECEIVE Civil Grand Jury Report No. 1909, entitled "Contra Costa County Psychiatric Emergency Services" (attached), and FORWARD to the County Administrator for response. FISCAL IMPACT: There is no fiscal impact. BACKGROUND: On May 24, 2019, the 2018/19 Contra Costa County Civil Grand Jury filed the above referenced report. Per standard procedures, this action alerts the Board of Supervisors that the report has been received and directs the appropriate staff to review the report, provide the Board of Supervisors with an appropriate response, and forward that response to the Superior Court no later than August 22, 2019 (90 days). CONSEQUENCE OF NEGATIVE ACTION: There is no immediate consequence. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Julia Taylor, 925.335.1043 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stephanie Mello, Deputy cc: Anna Roth, Director of Health Services C.118 To:Board of Supervisors From:David Twa, County Administrator Date:June 18, 2019 Contra Costa County Subject:Civil Grand Jury Report No. 1909: Contra Costa County Psychiatric Emergency Services ATTACHMENTS Grand Jury Report No. 1909 RECOMMENDATION(S): AUTHORIZE an increase to the purchasing agent's authority to engage independent contractors from the current policy limit of $100,000 to the new statutory limit of $200,000 and extend the same authority to issuance of purchase orders, effective July 1, 2019. 1. DIRECT the County Administrator to update and disseminate County contracting and purchasing policies to reflect the change in administrative thresholds. 2. FISCAL IMPACT: Should the Board authorize an increase in the purchasing agent's discretion to engage independent contractors and issue purchase orders, we would expect to achieve efficiencies in the operating departments both in lead time and effort currently required to prepare the estimated 1,100 items (396 sample extrapolated to reflect 33 meetings) annually that fall within the contract thresholds (greater than $100,000 and less than or equal to $200,000) for board of supervisors consideration. The Purchasing Division (Public Works) would, conversely, be required to process an additional 1,100 average contracts and purchase orders annually. The Purchasing Services Manager indicates that this additional work can be managed with the APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Julie DiMaggio Enea (925) 335-1077 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stephanie Mello, Deputy cc: CAO-Muni Svcs Deputy, PW Purchasing Services Mgr, Auditor, CAO-Finance C.119 To:Board of Supervisors From:INTERNAL OPERATIONS COMMITTEE Date:June 18, 2019 Contra Costa County Subject:INCREASE TO THE PURCHASING AGENT'S AUTHORITY TO PURCHASE SUPPLIES AND ENGAGE INDEPENDENT CONTRACTORS FISCAL IMPACT: (CONT'D) current resources of the Purchasing Division, which would receive the contracts and purchase orders from the County Administrator, verify that proper approvals have been secured, scan and tag the contracts, and log the contracts into a database from which basic reports can be generated. BACKGROUND: California Government Code §25502.5 (attached) was amended by Senate Bill 1498, effective January 1, 2019, to increase the statutory authority of the purchasing agent to enter into service contracts from a limit of $100,000 to a limit of $200,000 for counties with populations of 200,000 or more. County Ordinance Code section 1108-2.215 currently authorizes the Purchasing Agent to enter into service contracts up to the statutory limit of $200,000. However, County policies and practice have limited this authority, and also authority to issue purchase orders, to aggregate amounts of $100,000 or less. These policies were last updated in 2007/08. On April 9, 2019, the Board of Supervisors referred to the Internal Operations Committee an examination of the purchasing agent's authority to engage independent contractors to determine if it would be appropriate to increase that authority from the current limit of $100,000 to the new statutory limit of $200,000. The Internal Operations Committee discussed this proposal with staff on June 10, 2019. The County Administrator is charged with reviewing all contracts and purchase orders for operational necessity, policy compliance, and budgetary impact, and verifying that contracts have received the proper legal review by County Counsel. County Counsel reviews contracts as to their legal form and enforceability. Risk Management may also review certain contracts to verify the adequacy of insurance coverage. Currently, contracts and purchase orders exceeding $100,000 are submitted to the Board of Supervisors for approval, as well as any standard form contract with indemnification or insurance provisions that have been significantly modified. At each meeting, the Board of Supervisors takes action on an average of 88 Consent Calendar items that require staff preparation, review, approval, distribution and filing. Preparing an item for Board action adds up to three weeks to the processing time for these items. The volume of routine items produces a compendium of documents that must be reviewed by the Board during the 96-hour period between Friday and Tuesday in order to prepare for a Board meeting. To provide some context for the Board, staff sampled 12 board meetings from 2018 comprising the highest volume meeting (in terms of numbers of items) in each month during 2018. The total number of all Consent items for the 12 selected meetings was 1,430; across 33 meetings in a year, the Board takes action on an estimated 4,000 Consent items annually. The average volume of the Board's meeting packet was 885 pages. The total number of contracts and purchase orders payable for the 12 select meetings was 600; over the course of a year, the volume is estimated at 1,650 items. Following is how the 600 contracts/purchase orders payable for the 12 sample meetings broke down in terms of dollar value: Criteria Qty % of Total Examples Less than or equal to $100,000 35 6% Software as a service, hardware maintenance, consumer incentives, employee services, vehicles, congregate meal services, training Greater than $100,000 but less than or equal to $200,000 396 66% Institutional supplies, heavy equipment rentals, software licensing & maintenance, janitorial services, residential board and care, social services, consulting services, telecom supplies/parts, administrative services Greater than $200,000 169 28% Medical services and supplies, IT services, social services, temporary staffing, non-emergency transportation, construction/engineering services, legal services, security services Total 600 100% The Internal Operations Committee determined that it would be beneficial and appropriate to increase, consistent with State statute, the purchasing agent's authority to engage independent contractors and issue purchase orders from the current policy limit of $100,000 up to a limit of $200,000, keeping the two limits the same to avoid confusion among operating department staff who are charged with purchasing and contracting responsibilities. Note that regardless of administrative thresholds approved today, any contract that requires the County to insure, defend or indemnify another party or incur a similar obligation or liability will still be submitted to the Board for approval because this type of discretionary decision is reserved to the Board of Supervisors. ATTACHMENTS CA Government Code Section 25502.5 State of California GOVERNMENT CODE Section 25502.5 25502.5. (a)  In counties having a population of 200,000 or more, the board of supervisors may authorize the purchasing agent to engage independent contractors to perform services for the county or county officers, with or without the furnishing of material, when the annual aggregate cost does not exceed two hundred thousand dollars ($200,000). (b)  The board of supervisors may establish rules and regulations to effectuate the purposes of this section. (Amended by Stats. 2018, Ch. 467, Sec. 3. (SB 1498) Effective January 1, 2019.) RECOMMENDATION(S): REFER to the Finance Committee a review of city contract fees for Animal Services. FISCAL IMPACT: No fiscal impact. BACKGROUND: Contra Costa County adopted a comprehensive Animal Services Ordinance in December 1980. At that time, the Cities with which we contracted did not pay for services. Effective FY 85/86 the County entered into an agreement with the contracted cities to begin reimbursement to the County for services provided to all cities in the County except Antioch. The contract provides a reimbursement for services on a per capita basis, adjusted annually based on the Consumer Price Index (CPI), however this increase does not support the actual cost for services. In the last 14 years the Cities contract fees have increased by $3.92 per capita from $2.46 in FY 2005/06 to $6.38 for FY 2019/20. The actual cost to provide Animal Services for the County is $12.02 per capita for FY 2019/20. City contract fees are not keeping up with actual costs to provide services. A referral to Finance Committee for a referral of fees is requested. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/18/2019 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Lisa Driscoll, County Finance Director (925) 335-1023 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 18, 2019 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: Stephanie Mello, Deputy cc: Beth Ward, Animal Services Director, Eric Angstadt, Assistant County Administrator C.120 To:Board of Supervisors From:David Twa, County Administrator Date:June 18, 2019 Contra Costa County Subject:REFERRAL RELATED TO ANIMAL SERVICES FEES/CONTRACTS TO CITIES CONSEQUENCE OF NEGATIVE ACTION: The issue would not be reviewed by a standing committee of the Board of Supervisors.