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HomeMy WebLinkAboutAlliance Building Solutions, LLC. (ABS); Metro Futures, Inc. - 2025-11-18 �NTINGT 2000 Main Street, .*"' Huntington Beach,CA `7. • 92648 --= �_ City of Huntington -Beach ` - '¢ APPROVED 7-0 s. 9�cFcouNTV Ok- File #: 25-879 MEETING DATE: 11/18/2025 REQUEST FOR CITY COUNCIL ACTION SUBMITTED TO: Honorable Mayor and City Council Members SUBMITTED BY: Travis Hopkins, City Manager VIA: Chau Vu, Director of Public Works PREPARED BY: Patrick Bannon, Capital Projects Supervisor Subject: Conduct a Public Hearing to adopt Resolution No. 2025-70 approving a Performance Contract with Alliance Building Solutions, LLC. (ABS), and Resolution No. 2025-71 approving a Finance Agreement and related documents with Metro Futures, Inc. for the construction of energy conservation at various City facilities. Statement of Issue: Request City Council approval for a resolution and agreement to implement energy efficiency and infrastructure measures along with associated financing. Financial Impact: The total estimated project cost is $7,358,861 to be financed through a tax-exempt equipment lease purchase agreement. The City's total savings through this project are estimated at $23,089,221 . The City is anticipating the cost of the Project will be less than the anticipated marginal cost to the City in the absence of such measures. Recommended Action: A) Make the findings that the funds for the repayment of the financing are projected to be available from the funding that otherwise would have been used for the purchase of energy. B) Adopt Resolution No. 2025-70, authorizing "Performance Contract" and related exhibits for the energy conservation project with Alliance Building Solutions, LLC. in the amount of $7,358,861 . C) Authorize City Manager to execute documents approved as to form by the City Attorney necessary to manage, and complete the project with Alliance Building Solutions, LLC. D) Adopt Resolution No. 2025-71, authorizing "Financing Lease Agreement" and related lease documents to fund energy related upgrades with Metro Futures, Inc. in the amount of $7,383,861 E) Authorize City Manager to execute documents approved as to form by the City Attorney City of Huntington Beach Page 1 of 4 Printed on 11/12/2025 powered by LegistarT' 1455 File #: 25-879 MEETING DATE: 11/18/2025 necessary to finance the project with Metro Futures, Inc. Alternative Action(s): Do not adopt Resolution No. 2025-70 and advise staff on how to proceed. Analysis: In November 2024, the City Council approved an agreement with Alliance Building Solutions, LLC (ABS) to complete a detailed energy audit identifying cost-effective opportunities for energy efficiency upgrades to be funded through guaranteed savings. ABS was selected through a competitive Request for Proposals (RFP) process to provide comprehensive, turn-key energy services - including audit, design, construction, and financing of capital improvements. This project represents the next phase of Huntington Beach's ongoing commitment to energy efficiency, cost savings, and infrastructure modernization. The planned measures will reduce energy consumption, lower maintenance costs, and prepare City facilities to meet future environmental regulations - all while remaining budget-neutral. Project Scope The proposed improvements include a broad range of energy and infrastructure upgrades across City facilities: Lighting: LED retrofits and smart lighting controls at 20 interior and 9 exterior sites. HVAC Systems: Replacement and optimization at 8 facilities. Building Controls: Upgrades to building automation and energy management systems. Electrical Systems: Replacement of transformers for improved reliability and efficiency. Renewable Energy: Installation of a solar photovoltaic canopy at the Senior Center. Collectively, these measures have an average simple payback of approximately 10 years. A detailed cost and savings breakdown by facility is provided in the accompanying table. City of Huntington Beach Page 2 of 4 Printed on 11/12/2025 powered by Legistarrm 1456 File #: 25-879 MEETING DATE: 11/18/2025 Site I ighting Merhaniral R.CnntrnIcRenewahle Flertriral Tntal Year 1 Savings Banning Library - $4,678 - - $4,678 $216 Beach Yard $13,130 - - - $13,130 $2,469 Bushard Fire Station $2,341 - - - $2,341 $391 Central Library $152,571 $3,257,454 - $334,402 $3,744,426 $261,773 City Gym and Pool $19,460 - - - $19,460 $2,893 Civic Center Complex $419,793 - - $291,916 $711,709 $155,540 Corporate Yard $21,011 $180,665 - $249,217 $450,894 $51,955 Gothard Fire Station $22,170 - - - $22,170 $8,078 Harbor View Community Center - - - - - - Heil Fire Station - - - - - - Helen Murphy Library $718 - - - $718 $80 Joint Powers Training Center $74,646 - - - $74,646 $19,559 Junior Lifeguard HQ $12,175 - - - $12,175 $3,254 Lake Fire Station $16,471 $34,913 - - $51,384 $6,829 Lake View Community Center - - - - - - Lifeguard HQ $18,155 - - - $18,155 $3,402 Magnolia Fire Station $6,880 $33,944 - - $40,824 $3,594 Main Street Library - - - - - - Murdy Community Center $2,130 $107,729 - $48,767 $158,626 $17,603 Murdy Fire Station $11,082 - - - $11,082 $4,036 Newland Barn $4,666 - - - $4,666 $887 Oakview Community Center $27,978 $95,371 - - $123,349 $10,035 Oakview Library - $136,620 - - $136,620 $7,952 Search and Rescue Heliport $18,236 - - $36,984 $55,220 $11,972 Senior Center $50,640 - $1,553,709 - $1,604,348 $46,855 Terry Park Community Center - - - - - - Warner Fire Station $11,512 $81,727 - - $93,239 $6,683 Arts Center - - - - - - Frlicnn rnmmtinity renter - - - - - - Tntal 54nS 765 5'1 431 1n1 51 scl 7n4 5461 7R6 S7 353 R6t 5676 ma Statutory Authority City staff recommends awarding the construction agreement under Government Code Section 4217.10 et seq., which provides an alternative procurement pathway for energy efficiency projects. This statute allows public agencies to select contractors based on best value - rather than lowest bid - when implementing energy performance contracts. Huntington Beach successfully used this provision in 1999 and 2011 for previous energy-saving initiatives. The Government Code also authorizes public agencies to finance such projects when the total savings exceed the cost of financing, ensuring fiscal prudence and protecting the General Fund from performance risk. Under the proposed structure, the City will also benefit from a guaranteed savings provision: if the systems underperform, ABS is contractually obligated to reimburse the difference. Proiect Financing The project will be funded through a tax-exempt lease purchase agreement with Metro Futures, Inc., rather than through traditional bonds or cash reserves. Project Cost: $7.36 million Term: 15 years Mechanism: Metro Futures will fund all design, construction, and installation costs upfront. City of Huntington Beach Page 3 of 4 Printed on 11/12/2025 powered by LegistarT" 1457 File #: 25-879 MEETING DATE: 11/18/2025 Repayment: The City repays Metro Futures over time using the verified annual energy and operational savings. Guarantee: ABS guarantees that savings will meet or exceed the annual lease payments. Because the lease is tax-exempt, the City benefits from a lower interest rate than would be available through commercial lending. This structure allows the City to undertake critical infrastructure improvements without upfront capital outlay or General Fund impact. Comparison to Bond Financing While conventional bond financing could potentially offer an interest rate approximately 0.6% lower, pursuing that option would delay implementation by several months and result in the loss of more than $500,000 in available energy rebates and incentives. Those lost incentives would offset the financing advantage of the lower bond rate. By contrast, the Alliance proposal enables the City to proceed immediately, locking in rebate eligibility and ensuring timely project completion. Additionally, the Alliance financing provides flexibility for early payoff and a streamlined closing process. When accounting for timing, rebate preservation, and the guaranteed performance of the ESCO structure, the Alliance approach represents the most practical, risk-averse, and financially sound path forward for delivering these critical energy and infrastructure improvements. Environmental Status: This project is exempt from the California Environmental Quality Act (CEQA) pursuant to Section 15031c under Class 1 of the CEQA Guidelines, California Code of Regulations, Title 14, Chapter 3, because it has no potential to have a significant effect on th Strategic Plan Goal: Goal 6 - Infrastructure Investment, Strategy C - Conduct an assessment of all City facilities to determine priorities for upgrades and repairs, implementation and financial priority. Attachment(s): 1. RCA Contract Agreement Summary 2. Resolution No. 2025-70 3. City of Huntington Beach Performance Contract 4. Equipment Lease Purchase Agreement 5. Measurement and Verification Agreement 6. Resolution No. 2025-71 City of Huntington Beach Page 4 of 4 Printed on 11/12/2025 powered by Leg tstar'" 1458 ATTACHMENT # 1 #,"t INGT- CITY OF HUNTINGTON BEACH � ��,E.!L�F RCA Contract ` !' �t9" Agreement Summary voev .. ;��p�' __ UNTV .ii GENERAL INFORMATION DATE PRESENTED REQUESTING DEPARTMENT 11-18-25 Public Works INSURANCE STATUS STAFF CONTACT(S) Pending Patrick Bannon CONTRACT INFORMATION TOTAL COMPENSATION TERM OF CONTRACT/AGREEMENT $7,358,861 200 Days VENDOR NAME+TYPE OF SERVICE Performance Contract with Alliance Building Solutions, LLC. (ABS), and Finance Agreement and related documents with Metro Futures, Inc. for the construction of energy conservation at various City facilities TYPE OF AGREEMENT(Professional Services,Service Agreement) Performance Contract PROCUREMENT "Guaranteed Energy Savings Agreement" for Performance Contract of Energy Conservation Measures', and Finance Lease Agreement SCOPE OF WORK Installation of lighting, mechanical & control, renewable (solar), and electrical upgrades at mulitple facilities. OTHER:Bonds,Special Contract Terms,Emergency B HUNTINGTON BEACH 1459 ATTACHMENT #2 RESOLUTION NO. 2025-70 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF HUNTINGTON BEACH AUTHORIZING THE EXECUTION OF AN ENERGY SERVICES CONTRACT WITH ALLIANCE BUILDING SOLUTIONS, LLC, FOR THE IMPLEMENTATION OF ENERGY CONSERVATION MEASURES PURSUANT TO GOVERNMENT CODE §4217.10 ET SEQ. WHEREAS, the City's intent to address long-standing capital improvement needs and reduce energy and operating costs in municipal operations; and The City agreed with Alliance Building Solutions, LLC. (ABS) to perform an energy/operational audit and to develop a proposed project for cost-effective energy and operating savings in various City facilities; and ABS and City staff have formulated a proposed scope of services that includes lighting upgrades, HVAC equipment replacement, controls upgrades, transformer replacements, and renewable energy systems at various City facilities; and The cost of these energy conservation measures (ECMs) is determined to be seven million three hundred fifty-eight thousand eight hundred sixty-one dollars and zero cents ($7,358,861) to be financed by a municipal lease; and Staff estimates that the City will realize gross savings over the lifetime of the measures (which ranges from 10-30 years depending on the measure) estimated at over 23 million ($23,089,221); and California Government Code Sections 4217.10 to 4217.18 authorize the City Council of the City of Huntington Beach to enter into an Energy Services Contract for the implementation of energy conservation measures, if the Council finds that it is in the best interest of the City to do so and that the anticipated cost to the City for thermal, electrical, or other energy or conservation services provided under the contract will be less than the anticipated marginal cost to the City of such energy that would have been consumed in the absence of those measures; and Staff has reviewed reports prepared by ABS and concluded that the total cost of the energy efficiency upgrades provided under the proposed contract will be less than the anticipated marginal cost to the City of thermal, electrical, or other energy that would have been consumed by the City in absent of the proposed project during the useful life of the improvements. NOW, THEREFORE, the City Council of the City of Huntington Beach hereby resolves as follows: 25-17327/396698 RESOLUTION NO. 2025-70 SECTION 1. RECITALS. The recitals hereto are true and correct and by this reference incorporated herein. SECTION 2. FINDINGS. The City Council hereby finds that: • The proposed project is in the best interest of the City because it would significantly improve the energy and operational efficiency in the City's operations, reduce the City's greenhouse gas emissions, and result in long- term cost savings for the City. • The anticipated cost to the City for thermal or electrical energy or conservation improvements under the contract will be less than the anticipated marginal cost to the City of thermal, electrical, or other energy that would have been consumed by the City in the absence of those purchases during the useful life of the improvements. SECTION 3. This Council hereby declares its intention to enter into the proposed Energy Services Contract, in substantially the same form as presented at this meeting, with ABS for energy conservation services for the City facilities as defined in the proposed scope of services. SECTION 4. CEQA. The City Council finds that the proposed energy conservation measures to facilities as described in the staff report is categorically exempt under the California Environmental Quality Act Guideline Section (CEQA) § 15301 (a), Class 1 (Existing Facilities) because Class 1 consists of the operation, repair, maintenance, permitting, leasing, licensing, or minor alteration of existing public or private structures, facilities, mechanical equipment, or topographical features, involving negligible or no expansion of use beyond that existing at the time of the lead agency's determination SECTION 5. AUTHORIZATION. The City Manager or his designee is authorized to execute the Energy Services Contract with ABS for energy conservation measures, consistent with the terms described in the staff report, in an amount not-to-exceed seven million three hundred fifty-eight thousand eight hundred sixty-one dollars and zero cents ($7,358,861) and is authorized to execute any related and necessary implementation and lease documents. SECTION 6. This Resolution shall take effect and be in full force immediately after its adoption by the City Council. PASSED AND ADOPTED by the City Council of the City of Huntington Beach at a regular meeting thereof held on the 18th day of November , 2025. 2 RESOLUTION NO. 2025-70 __,., ----dd Mayor REVIEWED AND APPROVED: APPROVED AS TO FORM: ,---7 — F_.uw-‘------ City Manage �� City Attorney INITIATED AND APPROVED: r-' Dir ctor o ublic Works 3 Res. No. 2025-70 STATE OF CALIFORNIA COUNTY OF ORANGE ) ss: CITY OF HUNTINGTON BEACH ) I, LISA LANE BARNES, the duly elected, qualified City Clerk of the City of Huntington Beach, and ex-officio Clerk of the City Council of said City, do hereby certify that the whole number of members of the City Council of the City of Huntington Beach is seven; that the foregoing resolution was passed and adopted by the affirmative vote of at least a majority of all the members of said City Council at a Regular meeting thereof held on November 18, 2025 by the following vote: AYES: Twining, Kennedy, McKeon, Burns, Van Der Mark, Gruel, Williams NOES: None ABSENT: None ABSTAIN: None 14:1;t16411, IKN ' Cit Clerk and ex-officio Clerk of the City Council of the City of Huntington Beach, California ATTACHMENT #3 CITY FUNDED CONSTRUCTION CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND ALLIANCE BUILDING SOLUTIONS,LLC. FOR ENERGY EFFICIENT CONTRACT(PERFORMANCE-BASED) FOR IMPLEMENTATION OF ENERGY CONSERVATION MEASURES THIS AGREEMENT("Agreement")is made and entered into by and between the City of Huntington Beach, a municipal corporation of the State of California,hereinafter referred to as "CITY," and ALLIANCE BUILDING SOLUTIONS,LLC,a Limited Liability corporation, hereinafter referred to as "CONTRACTOR." WHEREAS, CITY has solicited bids for a public works project,hereinafter referred to as "PROJECT,"more fully described as FACILITIES ENERGY AND COST SAVINGS PROJECT in the City of Huntington Beach; and CONTRACTOR has been selected to perform said services, NOW, THEREFORE, in consideration of the promises and agreements hereinafter made and exchanged the parties covenant and agree as follows: 1. STATEMENT OF WORK;ACCEPTANCE OF RISK CON 1',ItACTOR shall complete and construct the PROJECT pursuant to this Agreement and the Contract Documents (as hereinafter defined) and furnish, at its own cost and expense, all labor, plans, tools, equipment, supplies, transportation, utilities and all other items, services and facilities necessary to complete and construct the PROJECT in a good and workmanlike manner. CONTRACTOR agrees to fully assume the risk of all loss or damage arising out of the nature of the PROJECT, during its progress or prior to acceptance by CITY, from the action of the elements, from any unforeseen difficulties which may arise or be encountered in the prosecution of work, and for all other risks of any description in connection with the work, 1 25-17327/396530 including, but not limited to, all expenses incurred by or in consequence of the suspension or discontinuance of work, except such as are herein expressly stipulated to be borne by CITY, and for well and faithfully completing the work within the stipulated time and in the manner shown and described in this Agreement, and in accordance with the requirements of CITY for the compensation set forth in the accepted bid proposal. 2. ACCEPTANCE OF CONDITIONS OF WORK; PLANS AND SPECIFICATIONS CONTRACTOR acknowledges that it is fully familiar with all the terms, conditions and obligations of this Agreement and the Contract Documents (as defined below in this Section), has inspected the location of the job site, and the conditions under which the work is to be performed, and that it enters into this Agreement based upon its thorough investigation of all such matters and is relying in no way upon any opinions or representations of CITY. It is agreed that the Contract Documents are incorporated into this Agreement by this reference, with the same force and effect as if the same were set forth at length herein, and that CONTRACTOR and its subcontractors, if any, shall be bound by the Contract Documents insofar as they relate in part or in any way, directly or indirectly, to the work covered by this Agreement. "Contract Documents" as defined herein mean and include: A. This Agreement; B. Bonds covering the work herein agreed upon; C. The CITY's standard Plans and Specifications and special contractual provisions, including those on file in the office of the Department of Public Works of CITY, and any revisions, amendments or addenda thereto; 2 25-17327/396530 D. The edition of Standard Specifications for Public Works Construction, published by Builders' News, Inc., 10801 National Boulevard, Los Angeles, CA 90064, and all amendments thereto, written and promulgated by the Southern California chapter of the American Public Works Association and the Southern California District Associated General Contractors of the California Joint Cooperative Committee as specified in the particular Plans, Specifications, Special Provisions and Addendum applicable to the Project; E. Bid documents including the Notice Inviting Bids, the Special Instructions to Bidders and the CONTRACTOR's proposal, (which is attached hereto as Exhibit "A" and incorporated herein by this reference); F. The particular Plans, Specifications, Special Provisions and Addenda applicable to the PROJECT. Anything mentioned in the Specifications and not indicated in the Plans or indicated in the Plans and not mentioned in the Specifications, shall be of like effect as if indicated and mentioned in both. In case of a discrepancy between any Plans, Specifications, Special provisions, or Addenda, the matter shall be immediately submitted by CONTRACTOR to the Director of Public Works of CITY or his or her written designee (hereinafter referred to as "DPW"), and CONTRACTOR shall not attempt to resolve or adjust the discrepancy without the decision of DPW, save only at its own risk and expense. Should there be any conflict between the terms of this Agreement and the bid or proposal of CONTRACTOR, then this Agreement shall control and nothing herein shall be considered as an acceptance of the terms of the bid or proposal which is in conflict herewith. 3 25-17327/396530 3. COMPENSATION CITY agrees to pay and CONTRACTOR agrees to accept as full compensation for the faithful performance of this Agreement, subject to any additions or deductions made under the provisions of this Agreement or the Contract Documents, a sum not to exceed SEVEN MILLION THREE HUNDRED FIFTY THOUSAND EIGHT HUNDRED SIXTY ONE Dollars ($7,358,861),as set forth in the Contract Documents,to be paid as provided in this Agreement. 4. COMMENCEMENT OF PROJECT CONTRACTOR agrees to commence the PROJECT within ten(10)working days after the Notice To Proceed is issued and diligently prosecute the PROJECT to completion within TWO HUNDRED (200)consecutive Working days from the day the Notice to Proceed is issued by DPW,excluding delays provided for in this Agreement. 5. TIME OF THE ESSENCE The parties hereto recognize and agree that time is of the essence in the performance of this Agreement and each and every provision of the Contract Documents. CONTRACTOR shall prepare and obtain approval as required by the Contract Documents for all shop drawings, details and samples, and do all other things necessary and incidental to the prosecution of its work in conformance with the progress schedule set forth in the Contract Documents. CONTRACTOR shall coordinate its work with the work of all other contractors, subcontractors, and CITY forces working on the PROJECT in a manner that will facilitate the efficient completion of the PROJECT and in accordance with the terms and provisions of this Agreement. CITY shall have complete control of the premises on which the work is to be performed and shall have the right to decide the time and order in which the various portions of the work shall be performed and the priority of the work of other contractors, 4 25-17327/396530 subcontractors and CITY forces and, in general, all matters concerning the timely and orderly conduct of the work of CONTRACTOR on the premises. 6. CHANGES CONTRACTOR shall adhere strictly to the plans and specifications set forth in the Contract Documents unless a change therefrom is authorized in writing by DPW. CONTRACTOR agrees to make any and all changes, furnish materials and perform all work necessary within the scope of the PROJECT as DPW may require in writing. Under no condition shall CONTRACTOR make any changes without the prior written order or acceptance of DPW, and CITY shall not pay any extra charges made by CONTRACTOR that have not been agreed upon in writing by DPW. When directed to change the work, CONTRACTOR shall submit immediately to DPW a written cost proposal reflecting the effect of the change. Should DPW not agree to such cost proposal, the work shall be performed according to the changes ordered in writing by DPW and the proper cost thereof shall be negotiated by the parties upon cost and pricing data submitted by CONTRACTOR;thereupon, CITY will promptly issue an adjusted change order to CONTRACTOR and the contract price will be adjusted upward or downward accordingly. 7. NOTICE TO PROCEED No work, services, material, or equipment shall be performed or furnished under this Agreement unless and until a Notice to Proceed has been given to CONTRACTOR by CITY. CITY does not warrant that the work will be available on the date the Notice to Proceed is issued. In the event of a delay in commencement of the work due to unavailability of the job site, for any reason, relief to CONTRACTOR shall be limited to a time extension equal to the delay due to such unavailability. 5 25-17327/396530 8. BONDS Only bonds issued by California admitted sureties will be accepted. CONTRACTOR shall, prior to its performance of this Agreement, furnish the following two (2) bonds approved by the City Attorney: One in the amount of one hundred percent (100%) of the contract price to guarantee the CONTRACTOR's faithful performance of the work, and one in the amount of one hundred percent of the contract price to guarantee payment of all claims for labor and materials furnished. In addition, CONTRACTOR shall submit to CITY a bond in the amount of one hundred percent (100%) of the final contract price, including all change orders, to warrant such performance for a period of one (1) year after CITY's acceptance thereof within ten(10) days of filing of the Notice of Completion. 9. WARRANTIES CONTRACTOR unconditionally guarantees all work done under this Agreement including, but not limited to, any workmanship, installation, fabrication, material or structural facilities constructed. CONTRACTOR, within ten (10) days after notice by CITY of any defect in the work, shall have the option to make appropriate repairs or replace the defective item or items. Upon expiration of such ten (10) day period, CITY may then make appropriate repair or replacement at CONTRACTOR's risk and own cost and expense. 10. INDEPENDENT CONTRACTOR It is understood and agreed that CONTRACTOR is, and shall be, acting at all times hereunder as an independent contractor and not an employee of CITY. CONTRACTOR shall secure at its own cost and expense, and be responsible for any and all payment of all taxes, social security, state disability insurance compensation, unemployment compensation and other 6 25-17327/396530 payroll deductions for CONTRACTOR and its officers, agents and employees and all business licenses, if any,in connection with the PROJECT and/or the services performed hereunder. 11. LIQUIDATED DAMAGES/DELAYS It is agreed by the parties hereto that in case the total work called for hereunder is not in all parts and requirements finished or completed within the number of calendar days as set forth herein, damage will be sustained by CITY; and that it is, and would be, impractical and extremely difficult to ascertain and determine the actual damage which CITY would sustain in the event of and by reason of such delay. It is,therefore, agreed that CONTRACTOR will pay to CITY, as liquidated damages and not as a penalty, the sum of TWO THOUSAND FIVE HUNDRED DOLLARS ($2,500)per each calendar day's delay in completing the work in excess of the number of working/calendar days set forth herein, which represents a reasonable endeavor by the parties hereto to estimate a fair compensation for the foreseeable damages CITY would sustain in the event of and by reason of such delay; and CON I'IZACTOR agrees to pay these damages herein provided, and further agrees that CITY may deduct the amount thereof from any monies due or that may become due to CONTRACTOR hereunder. CONTRACTOR will be granted an extension of time and will not be assessed damages for any portion of the delay in the completion of the work due to unforeseeable causes beyond the control and without the fault or negligence of CONTRACTOR, including, but not limited to, acts of God or of the public enemy, fire, floods, epidemics, quarantine restrictions, strikes,unsuitable weather, or delays of subcontractors due to such causes. CONTRACTOR shall, within fifteen (15) days from the beginning of any such delay (unless DPW shall grant a further period of time), notify DPW in writing of the cause of the delay and CITY shall extend the time for completing the work if, in its judgment, the 7 25-17327/396530 findings of fact thereon justify the delay; and the decision of DPW shall be conclusive on the parties hereto. Should CONTRACTOR be delayed in the prosecution or completion of the work by the act, neglect or default of CITY, or should CONTRACTOR be delayed by waiting for materials required by this Agreement to be furnished by CITY, or by damage caused by fire or other casualty at the job site for which CONTRACTOR is not responsible, or by the combined action of the workers, in no way caused by or resulting from default or collusion on the part of CONTRACTOR, or in the event of a lockout by CITY, then the time herein fixed for the completion of the work shall be extended by the number of days CONTRACTOR has thus been delayed, but no allowance or extension shall be made unless a claim therefor is presented in writing to CITY within fifteen(15)days of the commencement of such delay. No claims for additional compensation or damages for delays, irrespective of the cause thereof, and including without limitation the furnishing of materials by CITY or delays by other contractors or subcontractors will be allowed and an extension of time for completion shall be the sole remedy of CONTRACTOR. 12. DEMANDS FOR ADDITIONAL TIME OR MONEY. A. Definitions. (1) "Change Order" means a document signed by the CONTRACTOR and CITY which authorizes an addition, deletion or revision in the work, or an adjustment in the Compensation under Section 3, or the Completion Time specified at Section 4. (2) "Demand" means a written demand for a Change Order by the CONTRACTOR for any of the following: (a) A time extension; 8 25-17327/396530 (b) Payment of money or damages arising from work done by, or on behalf of, the CONTRACTOR pursuant to this Agreement and payment of which is not expressly permitted pursuant to Section 3 of this Agreement; (c) Payment of an amount the CITY disputes; (d) Any disputes and other matters relating to the acceptability of the work performed or the interpretation of the Contract Documents; (e) A request for a time extension or additional payment based upon differing site conditions, such as subsurface or latent physical conditions at the job site differing materially from those indicated in this Agreement or the Contract Documents, or unknown physical conditions at the job site, of an unusual nature, differing materially from those ordinarily encountered and generally recognized as inherent to work of the PROJECT; or (f) A request for a time extension or additional payment based upon acts of neglect by CITY or due to fires, floods, labor disputes, epidemics, abnormal weather conditions or acts of God. B. A Demand for a time extension or payment of money or damages may only be granted by a Change Order. C. No Change Order may be granted except where the Contractor has submitted a Demand to the DPW (or his or her written designee). All Demands shall be submitted promptly, but in no event later than thirty (30) days after the occurrence of the event giving rise to the Demand. The Demand shall be in writing and include all documents necessary to substantiate the Demand. The DPW shall act on the Demand within fifteen (15) days after receipt, including by requesting additional information from the CONTRACTOR to determine whether to approve the Change Order the Demand seeks. The DPW shall act on the Demand 9 25-17327/396530 within fifteen (15) days after receipt of the additional information or within a period of time no greater than the time the CONTRACTOR took to produce the additional information requested, whichever is greater. D. Notwithstanding the thirty (30) days to submit a Demand under Subparagraph C, in the case of differing or unknown site conditions, immediately upon encountering the conditions, CONTRACTOR shall notify the DPW in writing of the conditions, so that the CITY may promptly investigate the conditions. E. If the CONTRACTOR disputes the DPW's written response on the Demand, or the CITY fails to respond within the time prescribed, the CONTRACTOR may so notify the City Engineer, in writing, either within fifteen (15) days of receipt of the City Engineer's response or within fifteen (15) days of the DPW's failure to respond within the time prescribed, respectively, and request an informal conference to meet and confer for settlement of the Demand. Upon the CONTRACTOR's request, the DPW shall schedule a meet and confer conference within thirty (30) days to seek to resolve. F. CITY and CONTRACTOR shall execute appropriate Change Orders covering changes to the time or price by executing the Change Order by mutual agreement. If the CITY and CONTRACTOR are unable to reach a mutual agreement, then the City Engineer shall issue a written decision on the claim within a reasonable time. G. Following the meet and confer conference, if the Demand remains in dispute, the CONTRACTOR may file a claim with the City as provided in Chapter 1 (commencing with Section 900) and Chapter 2 (commencing with Section 910) of Part 3 of Division 3.6 of Title 1 of the Government Code. For purposes of those provisions, the running of the period of time within which a claim must be filed shall be tolled from the time the 10 25-17327/396530 CONTRACTOR submits his or her Demand until the Demand is denied as a result of the meet and confer process,including any period of time utilized by the meet and confer process. 13. VARIATIONS IN ESTIMA l'ED QUANTITIES The quantities listed in the bid schedule will not govern final payment. Payment to CONTRACTOR will be made only for the actual quantities of contract items used in construction of the PROJECT, in accordance with the plans and specifications. Upon completion of the PROJECT, if the actual quantities used are either more than or less than the quantities listed in the bid schedule, the bid price shall prevail subject to the provisions of this Section. DPW may, at its sole discretion, when warranted by the facts and circumstances, order an equitable adjustment, upwards or downwards, in payment to CONTRACTOR where the actual quantities used in construction of the PROJECT are in variation to the quantities listed in the bid schedule. No claim by CONTRACTOR for an equitable adjustment in price or time for completion shall be allowed if asserted after final payment under this Agreement. If the quantity variation is such as to cause an increase in the time necessary for completion, DPW shall ascertain the facts and circumstances and make such adjustment for extending the completion date as in its sole judgment the findings warrant. 14. PROGRESS PAYMENTS Each month DPW will make an estimate in writing of the work performed by CONTRACTOR and the value thereof From each progress estimate, five percent (5%) will be deducted and retained by CITY and the remainder of the progress estimate, less the amount of all previous payments since commencement of the work,will be paid to CONTRACTOR. When CONTRACTOR has, in the judgment of DPW, faithfully executed fifty percent(50%) or more of the value of the work as determined from the bid schedule, and if DPW finds that satisfactory progress has been and is being made, CON TRACTOR may be paid such 11 25-17327/396530 sum as will bring the payments of each month up to one hundred percent (100%) of the value of the work completed since the commencement of the PROJECT, as determined in its sole discretion by DPW, less all previous payments and less all previous retained amounts. CITY's final payment to CONTRACTOR, if unencumbered, or any part thereof unencumbered, shall be made thirty-five (35) days after the acceptance of the work and the filing of a Notice of Completion by CITY. Provided, however, that in the event of a dispute between CITY and CONTRACTOR, CITY may withhold from the final payment an amount not to exceed 150 percent of the value of any disputed amount of work. Payments shall be made on demands drawn in the manner required by law, each payment to be accompanied by a certificate signed by DPW, affirming that the work for which payment is demanded has been performed in accordance with the terms of the Agreement and that the amount stated in the certificate is due under the terms of the Agreement. Partial payments on the contract price shall not be considered as an acceptance of any part of the work. 15. WITHHELD CONTRACT FUNDS, SUBSTITUTION OF SECURITIES At the request and at the sole cost and expense of CONTRACTOR, who shall retain beneficial ownership and receive interest, if any thereon, CITY shall permit the substitution and deposit therewith of securities equivalent to the amount of any monies withheld by CITY to ensure performance under the terms of this Agreement. 16. AFFIDAVITS OF SATISFACTION OF CLAIMS After the completion of the work contemplated by this Agreement, CONTRACTOR shall file with DPW its affidavit stating that all workers and persons employed, all firms supplying materials and all subcontractors working upon the PROJECT have been paid in full and that there are no claims outstanding against the PROJECT for either labor or material, except certain items, if any, to be set forth in CONTRACTOR's affidavit covering disputed 12 25-17327/396530 claims, or items in connection with Notices to Withhold, which have been filed under the provisions of the statutes of the State of California. 17. WAIVER OF CLAIMS The acceptance by CONTRACTOR of the payment of the fmal certificate shall constitute a waiver of all claims against CITY under or arising out of this Agreement. A. The CITY has ascertained from the Director of Industrial Relations of the State of California the general prevailing rate of per diem wages and the general prevailing rate for legal holiday and overtime work in the locality in which the work is to be performed for each craft or type of work needed to execute this Agreement, and the same has been set forth by resolution on file in the office of the City Clerk of CITY. CONTRACTOR and any subcontractor under it shall pay not less than said prevailing wage rates to all workers employed on this public works Agreement, as required by California Labor Code Sections 1771 and 1774. In accordance with the provisions of Section 3700 of the California Labor Code, CONTRACTOR agrees to secure payment of compensation to every employee. B. Pursuant to this Agreement and in accordance with Section 1774 and 1775 of the California Labor Code, CONTRACTOR shall, as penalty to CITY,forfeit twenty-five dollars ($25)for each calendar day or portion thereof for each worker paid (either by CONTRACTOR or any of its subcontractors) less than the prevailing wage rate established for that particular craft or type of work. 18. CALIFORNIA PREVAILING WAGE LAW A. The CITY has ascertained from the Director of Industrial Relations of the State of California the general prevailing rate of per diem wages and the general prevailing rate for legal holiday and overtime work in the locality in which the work is to be performed for each craft or type of work needed to execute this Agreement, and the same has been set forth by 13 25-17327/396530 resolution on file in the office of the City Clerk of CITY. CONTRACTOR and any subcontractor under it shall pay not less than said prevailing wage rates to all workers employed on this public works Agreement, as required by California Labor Code Sections 1771 and 1774. In accordance with the provisions of Section 3700 of the California Labor Code, CONTRACTOR agrees to secure payment of compensation to every employee. B. Pursuant to this Agreement and in accordance with Section 1774 and 1775 of the California Labor Code, CONTRACTOR shall, as penalty to CITY, forfeit twenty-five dollars ($25) for each calendar day or portion thereof for each worker paid (either by CONTRACTOR or any of its subcontractors) less than the prevailing wage rate established for that particular craft or type of work. 19. CALIFORNIA EIGHT-HOUR LAW A. California Labor Code, Sections 1810 et seq, shall apply to the performance of this Agreement; thereunder, not more than eight (8) hours shall constitute one day's work and CONTRACTOR and each subcontractor employed by its hereunder, shall not require more than eight (8) hours of labor per day or forty (40) hours per week from any one person employed by it hereunder, except as stipulated in California Labor Code Section 1815. CONTRACTOR and each subcontractor employed by it hereunder shall, in accordance with California Labor Code Section 1812, keep an accurate record, open to inspection at all reasonable hours, showing the name and actual hours worked each calendar day and each calendar week by each worker employed in connection with the PROJECT. B. Pursuant to this Agreement and in accordance with California Labor Code Section 1813, CONTRACTOR shall, as a penalty to CITY, forfeit twenty-five dollars ($25) for each worker employed hereunder by CONTRACTOR or any subcontractor for each calendar day during which such worker is required or permitted to work more than eight(8)hours in any 14 25-17327/3 96530 one (1) calendar day or forty (40) hours in any one (1) calendar week in violation of California Labor Code Section 1815. 20. PAYMENT OF TRAVEL AND SUBSISTENCE ALLOWANCE Section 1773.8 of the California Labor Code, regarding the payment of travel and subsistence allowance is applicable to this PROJECT. 21. EMPLOYMENT OF APPRENTICES Section 1777.5 of the California Labor Code, regarding the employment of apprentices is applicable to this PROJECT. 22. PAYROLL RECORDS CONTRACTOR agrees to keep accurate payroll record showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week,and the actual per diem wages paid to each journeyman,apprentice or worker employed by it in connection with the PROJECT and agrees to require each of its subcontractors to do the same. CONTRACTOR further agrees that its payroll records and those of its subcontractors,if any,shall be available at all reasonable times to the CITY, and the employee or his representative, and the Division of Labor Standards Enforcement and the Division of Apprenticeship Standards,and to comply with all of the provisions of California Labor Code Section 1776,in general. 23. INDEMNIFICATION,DEFENSE,HOLD HARMLESS CONTRACTOR hereby agrees to protect, defend, indemnify and hold harmless CITY, its officers, elected or appointed officials, employees, agents, and volunteers from and against any and all claims, damages, losses, expenses,judgments, demands, defense costs, and consequential damage or liability of any kind or nature, however caused, including those resulting from death or injury to CONTRACTOR's employees and damage to CONTRACTOR's 15 25-17327/396530 property, arising directly or indirectly out of the obligations or operations herein undertaken by CONTRACTOR, caused in whole or in part by any negligent act or omission of the CONTRACTOR, any subcontractors, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, including but not limited to concurrent active or passive negligence, except where caused by the active negligence, sole negligence, or willful misconduct of the CITY, its officers, elected or appointed officials, employees, agents, and volunteers. CONTRACTOR will conduct all defense at its sole cost and expense and CITY shall approve selection of CONTRACTOR's counsel. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by CONTRACTOR. 24. WORKERS' COMPENSATION AND EMPLOYER'S LIABILITY INSURANCE Pursuant to California Labor Code Section 1861, CONTRACTOR acknowledges awareness of Section 3700 et seq. of this Code, which requires every employer to be insured against liability for workers' compensation; CONTRACTOR covenants that it will comply with such provisions prior to commencing performance of the work hereunder. CONTRACTOR shall obtain and furnish to City workers' compensation and employer's liability insurance in an amount of not less than the State statutory limits. CON TRACTOR shall require all subcontractors to provide such workers' compensation and employer's liability insurance for all of the subcontractors' employees. CONTRACTOR shall furnish to CITY a certificate of waiver of subrogation under the terms of the workers' compensation and employer's liability insurance and CONTRACTOR shall similarly require all subcontractors to waive subrogation. 16 25-17327/396530 25. INSURANCE In addition to the workers' compensation and employer's liability insurance and CONTRACTOR's covenant to defend, hold harmless and indemnify CITY, CONTRACTOR shall obtain and furnish to CITY, a policy of general public liability insurance, including motor vehicle coverage covering the PROJECT. This policy shall indemnify CONTRACTOR, its officers, employees and agents while acting within the scope of their duties, against any and all claims arising out or in connection with the PROJECT, and shall provide coverage in not less than the following amount: combined single limit bodily injury and property damage, including products/completed operations liability and blanket contractual liability, of One Million Dollars ($1,000,000) per occurrence. If coverage is provided under a form which includes a designated general aggregate limit, the aggregate limit must be no less than One Million Dollars ($1,000,000) for this PROJECT. This policy shall name CITY, its officers, elected or appointed officials, employees, agents, and volunteers (the "Additionally Insured Parties") as Additional Insureds, and shall specifically provide that any other insurance coverage which may be applicable to the PROJECT shall be deemed excess coverage and that CONTRACTOR's insurance shall be primary and non-contributory with any other valid and collectible insurance or self-insurance available to the Additionally Insured Parties. Any available insurance proceeds in excess of the minimum coverage amount specified herein shall be available to the Additionally Insured Parties. All coverage available to CONTRACTOR shall also be available to the Additionally Insured Parties. Under no circumstances shall said above-mentioned insurance contain a self-insured retention without the express written consent of CITY; however an insurance policy "deductible"of Five Thousand Dollars($5,000.00) is permitted. CONTRACTOR shall be responsible for causing all Subcontractors to maintain the same types and limits of insurance coverage as that required of CONTRACTOR by this Agreement. 17 25-17327/396530 26. CERTIFICATES OF INSURANCE;ADDITIONAL INSURED ENDORSEMENTS Prior to commencing performance of the work hereunder, CONTRACTOR shall furnish to CITY certificates of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverages as required by this Agreement;the certificates shall: 1. Provide the name and policy number of each carrier and policy; 2. State that the policy is currently in force; and 3. Promise to provide that such policies will not be canceled or modified without thirty(30) days' prior written notice of CITY. CONTRACTOR shall maintain the foregoing insurance coverages in force until the work under this Agreement is fully completed and accepted by CITY. The requirement for carrying the foregoing insurance coverages shall not derogate from the CONTRACTOR's defense, hold harmless and indemnification obligations as set forth under this Agreement. CITY or its representative shall at all times have the right to demand the original or a copy of all the policies of insurance. CONTRACTOR shall pay, in a prompt and timely manner, the premiums on all insurance hereinabove required. CONTRACTOR shall provide a separate copy of the additional insured endorsement to each of CONTRACTOR's insurance policies, naming CITY, its officers, elected and appointed officials, employees, agents and volunteers as Additional Insureds, to the City Attorney for approval prior to any payment hereunder. 27. NOTICE OF THIRD PARTY CLAIM Pursuant to Public Contracts Code §9202, CITY shall provide notice to CONTRACTOR of receipt of any claim filed with CITY or a court of competent jurisdiction 18 25-17327/396530 which arises out of performance of this agreement within ten (10) days of receipt of such claim or claims. 28. DEFAULT AND TERMINATION If CONTRACTOR fails or refuses to prosecute the work hereunder with diligence, or fails to complete the work within the time specified, or is adjudged bankrupt or makes an assignment for the benefit of creditors or becomes insolvent, or violates any provision of this Agreement or the Contract Documents, CITY may give CONTRACTOR notice in writing of its intention to terminate this Agreement. Unless the violation is cured within ten (10) days after such Notice of Intention has been served on CONTRACTOR,CITY may, without prejudice to any other remedy it may have, terminate this Agreement upon the expiration of that time. Upon such default by CONTRACTOR, CITY may elect not to terminate this Agreement; in such event CITY may make good the deficiency in which the default consists and deduct the resulting costs from the progress payments then or to become due to CONTRACTOR. If it is subsequently determined by a court of competent jurisdiction that CITY's termination of this Agreement under this Section was wrongful, such termination shall be converted to a termination for convenience under Section 29 and any damages shall be assessed as set forth in Section 29. 29. TERMINATION FOR CONVENIENCE CITY may terminate this Agreement for convenience at any time with or without cause, and whether or not PROJECT is fully complete upon seven (7) calendar days written notice to CONTRACTOR. In the event of termination, under this Section CITY shall pay CONTRACTOR for value of work in place on the PROJECT through the termination period less all such payments already made. In case of such termination for convenience, the CONTRACTOR shall be entitled to receive payment for work executed, and costs incurred by 19 25-17327/396530 reason of such termination. In no event shall CONTRACTOR be entitled to recover overhead, profit or CONTRACTOR's fee on work not performed. Such payment by CITY shall be CONTRACTOR's sole and exclusive remedy for termination by CITY for its convenience and CITY shall have no further obligation to CON TRACTOR 30. DISPOSITION OF PLANS,ESTIMATES AND OTHER DOCUMENTS CONTRACTOR agrees that upon completion of the work to be performed hereunder, or upon expiration or earlier termination of this Agreement, all original plans, specifications, drawings, reports, calculations, maps and other documents pertaining to this Agreement shall be delivered to CITY and become its sole property at no further cost. 31. NONASSIGNABILITY CONTRACTOR shall not sell, assign, transfer, convey or encumber this Agreement, or any part hereof, or any right or duty created herein, without the prior written consent of CITY and the surety. 32. CITY EMPLOYEES AND OFFICIALS CONTRACTOR shall employ no CITY official nor any regular CITY employee in the work performed pursuant to this Agreement. No officer or employee of CITY shall have any financial interest in this Agreement in violation of the California Government Code. 33. STOP NOTICES;RECOVERY OF ADMINISTRATIVE COSTS CITY shall be entitled to all reasonable administrative costs and necessary disbursements arising out of the processing of Stop Notices, Notices to Withhold, or any similar legal document. This obligation shall be provided for in the labor and materials payment bond required of CONTRACTOR. CITY may charge an administrative fee of One Hundred Dollars ($100) for every Stop Notice filed in excess of two (2), regardless of whether or not CITY is named in an action to enforce such stop notices. CITY may set off any unreimbursed cost or 20 25-17327/396530 expense so incurred against any sum or sums owed by CITY to CONTRACTOR under this Agreement. 34. NOTICES Any notices, certificates, or other communications hereunder shall be given either by personal delivery to CONTRACTOR's agent (as designated in Section 1 hereinabove) or to CITY as the situation shall warrant, or by enclosing the same in a sealed envelope, postage prepaid, and depositing the same in the United States Postal Service, to the addresses specified below; provided that CITY and CONTRACTOR may designate different addresses to which subsequent notices, certificates or other communications will be sent by notifying the other party via personal delivery,reputable overnight carrier or U. S. certified mail-return receipt requested: TO CITY: TO CON TRACTOR: City of Huntington Beach ALLIANCE BUILDING SOLUTIONS,LLC. ATTN: Director of Public Works ATTN: Brad Chapman 2000 Main Street 12520 High Bluff Drive, Suite 345 Huntington Beach, CA 92648 San Diego, CA 92130 35. SECTION HEADINGS The titles, captions, section, paragraph and subject headings, and descriptive phrases at the beginning of the various sections in this Agreement are merely descriptive and are included solely for convenience of reference only and are not representative of maters included or excluded from such provisions, and do not interpret, define, limit or describe, or construe the intent of the parties or affect the construction or interpretation of any provision of this Agreement. 21 25-17327/396530 36. IMMIGRATION CONTRACTOR shall be responsible for full compliance with the immigration and naturalization laws of the United States and shall, in particular, comply with the provisions of United States Code Section 1324a regarding employment verification. 37. LEGAL SERVICES SUBCONTRACTING PROHIBITED CONTRACTOR and CITY agree that CITY is not liable for payment of any subcontractor work involving legal services, and that such legal services are expressly outside the scope of services contemplated hereunder. CONTRACTOR understands that pursuant to Huntington Beach City Charter Section 309, the City Attorney is the exclusive legal counsel for CITY; and CITY shall not be liable for payment of any legal services expenses incurred by CONTRACTOR. 38. ATTORNEY'S FEES In the event suit is brought by either party to construe, interpret and/or enforce the terms and/or provisions of this Agreement or to secure the performance hereof, each party shall bear its own attorney's fees, such that the prevailing party shall not be entitled to recover its attorney's fees from the non-prevailing party. 39. INTERPRETATION OF THIS AGREEMENT The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any of the parties. If any provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be unenforceable, void, illegal or invalid, such holding shall not invalidate or affect the remaining covenants and provisions of this Agreement. No covenant or provision shall be deemed dependent upon any other unless so expressly provided here. As used in this Agreement, the masculine or neuter gender and singular or plural number shall be deemed to include the other 22 25-17327/396530 whenever the context so indicates or requires. Nothing contained herein shall be construed so as to require the commission of any act contrary to law, and wherever there is any conflict between any provision contained herein and any present or future statute, law, ordinance or regulation contrary to which the parties have no right to contract, then the latter shall prevail, and the provision of this Agreement which is hereby affected shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law. 40. GOVERNING LAW This Agreement shall be governed and construed in accordance with the laws of the State of California. 41. DUPLICATE ORIGINAL The original of this Agreement and one or more copies hereto have been prepared and signed in counterparts as duplicate originals, each of which so executed shall, irrespective of the date of its execution and delivery, be deemed an original. Each duplicate original shall be deemed an original instrument as against any party who has signed it. 42. CONSENT Where CITY's consent/approval is required under this Agreement, its consent/approval for one transaction or event shall not be deemed to be consent/approval to any subsequent occurrence of the same or any other transaction or event. 43. SURVIVAL Terms and conditions of this Agreement,which by their sense and context survive the expiration or termination of this Agreement shall so survive. 44. MODIFICATION No waiver or modification of any language in this Agreement shall be valid unless in writing and duly executed by both parties. 23 25-17327/396530 45. SIGNATORIES Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify CITY fully for any injuries or damages to CITY in the event that such authority or power is not, in fact,held by the signatory or is withdrawn. 46. GOVERNMENT CODE §4217 COMPLIANCE This Agreement is executed pursuant to California Government Code §4217.10 et.seq. The City Council of the City of Huntington Beach, following public notice and hearing, has determined that the anticipated cost to the City for the service provided hereunder will be less than the anticipated marginal costs to the City of electrical and thermal energy that would have been consumed in the absence of this project. The Council has authorized this Agreement as being in the best interests of the City. 47. ENTIRETY The parties acknowledge and agree that they are entering into this Agreement freely and voluntarily following extensive arm's length negotiation, and that each has had the opportunity to consult with legal counsel prior to executing this Agreement. The parties also acknowledge and agree that no representations, inducements, promises, agreements or warranties, oral or otherwise, have been made by that party or anyone acting on that party's behalf, which are not embodied in this Agreement, and that that party has not executed this Agreement in reliance on any representation, inducement, promise, agreement, warranty, fact or circumstance not expressly set forth in this Agreement. This Agreement, and the attached Exhibit "A", contain the entire agreement between the parties respecting the subject matter of this Agreement, and supersede all prior understandings and agreements whether oral or in writing between the parties respecting the subject matter hereof. 24 25-17327/396530 IN WITNESS WHEREOF,the parties hFreto have caused this Agreement to be executed by and through their authorized officers on , 2025 . CONTRACTOR: CITY OF HUNTINGTON BEACH, a ALLIANCE BUILDING SOLUTIONS,LLC municipal co oration zit the State of California By: M r (print name At City Clerk ty/312/4 ITS Chairm. /Presiders /V c -President rcle one) INITIATED R V AND Director of Public Works" By: � / (print nam 7<o^ REVIEWED AND APPROVED: ITS: Secretary `f Financial Officer Asst. Secretary/Treasurer (circle one) City anager APPROVE S TO FORM: City Attorney COUNTERPART 25-17327/396530 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers on 14W ly/ie. VI , 20 • CONTRACTOR: CITY OF HUNTINGTON BEACH, a ALLIANCE BUILDING SOLUTIONS, LLC municipal corporation of the State of California By: Mayor (print name) City Clerk ITS: Chairman/President/Vice-President (circle one) INITIATED AND APPROVED: AND rec of Public Works By: (print name) REVIEWED AND APPROVED: ITS: Secretary/Chief Financial Officer Asst. Secretary/Treasurer (circle one) City Manager APPROVE S TO FORM: City Attorney COUNTERPART )5 25-17327/396530 Exhibit A- Energy Conservation Measures(ECMs) Scope of Work A. Overview This Exhibit defines the Energy Conservation Measures (ECMs) to be implemented by Alliance Building Solutions, LLC ("Contractor") under the City-Funded Construction Contract executed pursuant to California Government Code§4217.10 et seq. The Contractor shall provide turnkey services including engineering, design, procurement, installation, testing, commissioning, warranty, and closeout of all measures. Contractor assumes full design-build responsibility and risk for performance, cost, and schedule. See attached Attachments A-F detailing the scope of work, inventories and equipment specification sheets. Exhibit B- Measurement & Verification (M&V) Plan A. Purpose To establish the methodology and responsibilities for verifying energy savings resulting from installed ECMs. All measurement and verification shall conform to the International Performance Measurement&Verification Protocol. Guaranteed Savings Measurement& Verification This document contains the Measurement and Verification(M&V)plan for the energy savings related to the Energy Efficiency Measures (EEMs) contained in the Installation Agreement. The following table summarizes the EEMs implemented in these Phases of work. Site Lighting Mechanical Controls Electrical REnerdble Upgrades Upgrades Upgrades Upgrades Systems Banning Library • X Beach Yard X Bushard Fire Station ' X Central Library X X X City Gym and Pool X Civic Center Complex X I X Corporate Yard X X X X Gothard Fire Station X Helen Murphy Library X Joint Powers Training X Center Junior Lifeguard HQ X Lake Fire Station X X Lifeguard HQ X Magnolia Fire Station X X Murdy Community Center X X X X Murdy Fire Station X Newland Barn X • Oakview Community Center X X X 1 Oakview Library 1 • • X X • Search&Rescue Heliport X X Senior Center X X • Warner Fire Station X ; X For each EEM,a specific M&V plan is submitted to provide a comprehensive overall plan for the City. Energy savings shall be compared to the Utility Baseline Summary,as shown in this document. Each EEM's M&V Plan provides: • A description of how the savings shall be verified. • The selection of the specific protocol of verification of savings. • The requirements for measurement or other means to establish savings. ABS is responsible for pre-retrofit measurements, energy savings calculations, equipment installation,and required post retrofit verification as outlined herein. Purchaser agrees to operate and maintain all equipment installed. Proper operation and maintenance of equipment and systems is critical to long-term achievement of energy savings. Savings Guarantee As of the date hereof, ABS guarantees that Purchaser shall realize total annual project savings (utility savings, operational savings,capital cost avoidance,rebates and Solar ITC)as shown in the table below. Notwithstanding the foregoing or anything to the Contrary contained herein,Purchaser hereby agrees that(i)ABS's expectation regarding the annual project savings is an estimate, (ii)ABS's expectation regarding the project savings are based on IRS rules and regulations as of the date hereof, and (iii)ABS shall not be liable for any changes or amendments to the IRS rules and regulations after the date hereof. Additionally, Purchaser hereby agrees that Purchaser shall be solely responsible for the application required for Purchaser to claim any tax credits related to the Solar ITC. The effective date will begin on the date of fmal acceptance of the Installation project and receipt of final payment for the associated Installation Contract. The total project savings will exceed the Design Build Agreement amount and M&V payments associated with this agreement during the course of the useful life of the installed equipment. ABS agrees to complete the M&V Report on an annual basis and deliver to the Purchaser within one hundred and twenty(120)days of the anniversary date of final acceptance and annually thereafter.Project savings that are verified during the course of construction will be applied to the 1st year guaranteed project savings. If the annual M&V Report demonstrates that the project will achieve one hundred percent (100%) or more of the Guaranteed Project Annual Savings,then ABS shall have satisfied its energy performance guarantee obligation and the Purchaser shall accept the Annual M&V Report. In the event that an annual M&V Report savings value (including any excess savings from previous years) does not meet the Guaranteed Project Savings in accordance with the M&V Plan,then ABS shall repair,replace,or substitute the EEM that is not performing at the required level, as identified in the M&V Report. Following corrective action, ABS shall re-perform the relevant M&V work for the affected EEM(s)and amend or supplement the M&V Report. If the sum of the EEMs indicates that the Guaranteed Project Savings are met or exceeded,then no further remedy shall be required. If, after the opportunity to make corrections, the M&V Report, as amended, indicates that verified savings are less than the Guaranteed Project Savings as shown in the Savings Summary,then ABS shall pay the Purchaser the shortfall amount. However, under no circumstances will the amount(s)paid for the total of the energy savings shortfalls exceed the total guaranteed amount associated with this contract. The Purchaser agrees that project savings,which exceed the guaranteed amount in any one(1)year, may be applied to previous and future year's savings to offset an energy savings shortfall. The savings guarantee will remain in effect for the term of this agreement.Cancellation of this agreement will result in the termination of the savings guarantee. The Utility Baseline Summary,as shown below,may be modified over the course of the Guarantee Period to adjust for changes in utility rates, number of days in utility billing cycle, missing bills, missing meters, square footage, energy using equipment, building occupancy and weather. This Guarantee is subject to the Purchaser's adherence to the Control Parameters for Lighting and HVAC systems, as documented in the Installation Agreement Attachments. This guarantee assumes the annual utility rate escalator of 6%and the annual solar production at 100%of the estimated solar production in kWh. Year Guaranteed Savings 1 $426,053 2 $458,668 3 $493,039 4 $529,262 5 $567,440 6 $607,681 7 $650,101 8 $694,820 9 $741,965 10 $791,673 11 $844,085 12 $899,353 13 $957,636 14 $1,019,103 15 $1,028,198 Total $10,709,075 Measurement and Verification Methods Measurement and Verification (M&V) of energy savings is a methodology based on standard industry protocol intended to provide reasonable assurance that energy savings calculated are realized over the term of the contract. The development of the M&V plan is based on the International Performance Measurement and Verification Protocol(IPMVP): Concepts and Options for Determining Energy and Water Savings,Volume 1. This plan contains methodology that shall provide verification of the estimated program savings through direct utility billing comparisons, engineering calculations and/or field measurements. M&V methods can differ based on the type, size and complexity of the project, as well as the availability of data, level of assurance of saving, financing constraints, and energy costs. The M&V methods used for this project are detailed herein and were selected to be the most cost effective while still providing a reasonable assurance of the savings calculations. IPMVP Core Concepts March 2022 provides an overview of the IPMVP Options,as illustrated below: M&V Option MM&V Methodology Description llo‘$ Savings Are Calculated Option A Savings are determined by field measurement of the key Engineering calculation of baseline and Retrofit Isolation: performance parameter(s) which define the energy use of the reporting period energy from short-term Key Parameter EEM's affected system(s) and/or the success of the project. or continuous measurements of key Measurement Measurement frequency ranges from short-term to continuous, operating parameter(s) and estimated depending on the expected variations in the measured values. Routine and non-routine parameter, and the length of the reporting period. Parameters adjustments as required. not selected for field measurement are estimated. Estimates can be based on historical data,manufacturer's specifications, or engineering judgment. Documentation of the source or justification of the estimated parameter is required. The plausible savings error arising from estimation rather than measurement is evaluated. Option B Savings are determined by field measurement of the energy Short-term or Continuous measurements Retrofit Isolation: use of the EEM-affected system. Measurement frequency of baseline and reporting period energy, All Parameter ranges from short-term to continuous, depending on the and/or engineering computations using Measurement expected variations in the savings and the length of the measurements of proxies of energy use. reporting period. Routine and non-routine adjustments as required. Option C Savings are determined by measuring energy use at the whole Analysis of whole facility baseline and Whole Facility facility or sub-facility level. Continuous measurements of the reporting period (utility) meter data entire facility's energy use are taken throughout the reporting Routine adjustments as required, using, period. techniques such as simple comparison or regression analysis. Non-routine adjustments as required. Option D Savings are determined through simulation of the energy use Energy use simulation, calibrated with Calibrated of the whole facility, or of a sub-facility. Simulation routines hourly or monthly utility billing data. Simulation are demonstrated to adequately model actual energy (Energy end use metering may be used performance measured in the facility. This Option usually to help refine input data.) requires considerable skill in calibrated simulation. Selected Measurement and Verification Options The below table illustrates the selected IPMVP Options for the EEMs covered under this M&V plan: Lighting Mechanical Controls Electrical Renewable Upgrades Upgrades Upgrades Upgrades Energy Systems Banning Library A,C Beach Yard A,C Bushard Fire Station Central Library A,C A,C A,C City Gym and Pool A,C Civic Center Complex A,C A,C Corporate Yard A,C A,C A,C A,C Gothard Fire Station A,C Helen Murphy Library A,C Joint Powers Training ! A,C Center Junior Lifeguard HQ A.C Lake Fire Station A,C A,C Lifeguard HQ A,C Magnolia Fire Station A,C A,C Murdy Community Center A,C j A,C A,C A,C Murdy Fire Station A,C Newland Barn A,C Oakview Community Center A,C A,C A,C Oakview Library A,C A,C Search&Rescue Heliport A,C A,C Senior Center A,C A,C Warner Fire Station [ A°.._C A C The particular options selected for each EEM was based on a number of related issues including: EEM complexity, EEM cost, EEM savings, cost of M&V and the ability to accurately determine holistic building operations. If more than one option is selected,either option will be considered valid by ABS and the Purchaser. The baseline and the post-installation energy use depend on various system and external factors,such as utilized setpoints,energy demand, operating hours, occupancy, weather conditions, and energy rates. Development of the baseline, post installation consumption,cost avoidances and simple payback for each EEM covered by this M&V plan includes: • Stipulated Values—These agreed upon values are important in the overall calculations for energy consumption, financial calculations,and operating conditions. • Developed/Measured Values—These are the values determined by spot or short-term measurement. Values are determined based on a sound engineering approach to variable determination. Both values used for baseline consumption and values to be measured/determined as parts of the post installation are detailed. • Assumptions—Some values that are assumed in order to calculate energy use are necessary in certain circumstances. • Calculations — The necessary calculations for baseline energy usage, costing, and annual savings for evaluating the estimated and actual savings of EEMs. • Pre-Retrofit Measurements—EEMs may have a section detailing the measurements required prior to the retrofit. These measurements are used to establish the baseline or adjustments required to establish an accurate baseline. • Post Retrofit Measurements—EEMs may have a section that details the measurements required if any after the retrofit is completed. This section is utilized to detail the type of measurements required for verification of the energy savings calculations. • Adjustments—EEMs may have a section for adjustments. This section includes possible adjustments to the actual Energy Audit Report and energy information,appropriate adjustments to the M&V plan,and adjustments to any savings guarantee. This section is utilized to anticipate changes necessary due to field conditions and provide an appropriate response in the verification of actual energy and cost avoidances. • Commissioning—EEMs may have a section regarding the commissioning process. This provides the detail for how the savings will be verified upon project completion,and the type of inspection that will be completed,and the billing method for verified savings. This section is utilized to provide a standard approach for each EEM upon project completion. • ABS will follow the agreed-upon M&V protocols for the measurement period and will prepare post installation reports with supporting documentation for the Purchaser. Measurement and Verification Plan IPMVP Option A:Retrofit Isolation, Key Parameter Measurement For Lighting System Upgrades M&V Procedure This option provides for the measurement of at least one variable pre and post retrofit with other variables allowed for stipulation. For this retrofit,a representative sample of each of the fixture types will be measured.The same sample will be used for both pre and post retrofit calculations.Wattage shall be measured with an appropriate instrument that is properly calibrated. Stipulated Values Operating Hours are stipulated for purposes of M&V. Please refer to the Lighting Systems Attachment in the Installation Agreement for a complete list of lighting hours of operation.Stipulated values are agreed to by the Purchaser. Adjustments For this EEM,the following adjustments are allowed for purposes of Measurement and Verification: • Light level requirements may be modified as detailed in this plan. • Changes in actual construction including the number and/or type of lighting fixtures. • Utility rates,billing days or degree days. Savings Calculations The calculations for the baseline energy consumption and post retrofit savings shall be completed in accordance with the industry guidelines set forth by IPMVP and methods indicated below. kWh Savings=[(Existing Watts/Fixture)x(Existing Quantity)x(Existing Hours of Operation)/1000]—[(Proposed Watts /Fixture)x(Proposed Quantity)x(Proposed Hours of Operation)/1000] Dollar Savings=(kWh Savings)x(Current Utility$/kWh Rate) Operational Savings The Purchaser will realize maintenance and operational savings resulting from the new system installations, extended warranties, and/or service agreements provided by ABS. The operational savings are stipulated and met upon the completed installation of the energy retrofit contract. Commissioning Commissioning shall consist of inspections and a final verification report. Inspections shall consist of: • During construction,ABS shall maintain a detailed record of the types and quantities of fixtures retrofitted and fixtures installed in each facility. A post construction inspection is required by the responsible M&V party. • After lighting modifications have been completed,the installations shall be inspected to verify counts by fixture code. • Post-retrofit lighting levels shall be measured to verify compliance with the contract standards. Measurement and Verification Plan IPMVP Option A:Retrofit Isolation, Key Parameter Measurement For Mechanical System Upgrades M&V Procedure This option shall provide for the measurement of at least one variable pre- and post-retrofit with other variables allowed for stipulation. For this retrofit,field data shall be collected which includes,unit counts,unit capacity,nameplate electrical and gas data and efficiency rating for each existing HVAC system. Stipulated Values Hours of operation,heating/cooling loads and runtime hours of the existing HVAC systems are stipulated for purposes of M&V. Please refer to The Mechanical Systems and Controls Systems Attachment(s)in the Installation Agreement for specific operating hours and runtime hours for each HVAC unit or area.Stipulated values are agreed to by Purchaser. Adjustments None required for this EEM. Savings Calculations The calculations for the baseline energy consumption and post retrofit savings shall be completed in accordance with the industry guidelines set forth by IPMVP and methods indicated below. kWh Savings =[(Capacity of Existing HVAC Unit)x(Existing Unit Efficiency)x(Stipulated Load Factor)]—[(Capacity of New HVAC Unit)x(New Unit Efficiency)x(Stipulated Load Factor)]x(Annual Hours of Operation) Therm Savings =[(Capacity of Existing HVAC Unit)x(Existing Unit Efficiency)x(Stipulated Load Factor)]-[(Capacity of New HVAC Unit)x(New Unit Efficiency)x(Stipulated Load Factor)]x(Annual Hours of Operation) Dollar Savings=(kWh Savings)x(Current Utility$/kWh Rate) +(Therm Savings)x(Current Utility$/therm Rate) Operational Savings The Purchaser will realize maintenance and operational savings resulting from the new system installations, extended warranties, and/or service agreements provided by ABS. The operational savings are stipulated and met upon the completed installation of the energy retrofit contract. Commissioning Commissioning shall consist of inspections and a final verification report. Inspections shall consist of: • ABS shall include verification that each new unit is operating as specified in all modes(heat/cool). City of Huntington Beach HVAC Control:Operating Parameters Location Equipment M-F Start M-F Stop Wk End Start Wk End Stop Wk/Yr Notes Heating Set-Pt Cooling Set-Pt M:13:00 M:2190 Tue-Thu: Tue-Thu: Fri-Sat:09:00 Fri-Sat:17:00 Central Library HVAC 09:00 21:00 Sun:12:00 Sun:17:00 52 68 74 Corporate Yard HVAC 5:00 19130 N/A N/A 51 68 74 MurdyCommunityCenter HVAC 8:00 21130 8:00 13:00 52 68 74 Oakview Library HVAC 9:00 19:00 9:00 19:00 51 Closed Sunday 68 74 Oakview Community Center HVAC 14:00 18:00 10:00 16:00 52 Closed Sunday 68 74 Magnolia Fire Station HVAC 24/7 24/7 24/7 24/7 52 68 74 Lake Fire Station HVAC 24/7 24/7 24/7 24/7 52 68 74 Warner Fire Station HVAC 24/7 24/7 24/7 24/7 52 68 74 Measurement and Verification Plan IPMVP Option A: Retrofit Isolation, Key Parameter Measurement For Control System Upgrades M&V Procedure This option shall provide for the measurement of at least one variable pre- and post-retrofit with other variables allowed for stipulation. The cooling and heating setpoints during occupied and unoccupied modes of the HVAC equipment will be verified and documented. For this retrofit, field data shall be collected which includes unit counts, unit capacity, nameplate electrical data,efficiency rating,operating schedules,cooling and heating temperature setpoints for each HVAC system. Stipulated Values Hours of operation,heating/cooling loads and runtime hours of the existing HVAC systems are stipulated for purposes of M&V. Please refer to The Mechanical Systems and Controls Systems Attachment(s)in the Installation Agreement for specific operating hours and temperature setpoints.Stipulated values are agreed to by Purchaser. Adjustments For this EEM,the following adjustments are allowed for the purposes of Measurement and Verification: • Addition or subtraction to the conditioned square footage of facilities. • Utility rates,billing days or degree days. • Equipment changes or modifications. • Changes in facility usage associated with daily occupancy times,occupancy levels and special events. Savings Calculations The calculations for the baseline energy consumption and post retrofit savings shall be completed in accordance with the industry guidelines set forth by IPMVP and methods indicated below. kWh Savings=(Capacity of HVAC Unit)x(Unit Efficiency)x(Stipulated Load Factor)x(Existing Annual Operating Hours —Proposed Annual Operating Hours) Therm Savings = (Heating Capacity of HVAC Unit) x (Unit Efficiency) x (Stipulated Load Factor) x (Existing Annual Operating Hours—Proposed Annual Operating Hours) Dollar Savings=[(kWh Savings)x(Current Utility$/kWh Rate)]+[(Therm Savings)x(Current Utility$/therm Rate)] Operational Savings The Purchaser will realize maintenance and operational savings resulting from the new system installations, extended warranties, and/or service agreements provided by ABS. The operational savings are stipulated and met upon the completed installation of the energy retrofit contract. Pre-Retrofit Measurements Existing operating hours and cooling/heating temperature setpoints for each HVAC unit or area will be obtained from current thermostats and/or Energy Management System. Post-Retrofit Measurements Post-retrofit operating schedules, cooling and heating temperature setpoints in both occupied and unoccupied modes for the HVAC equipment will be obtained using the new control systems. Commissioning Commissioning shall consist of inspections and a final verification report. Inspections shall consist of: • ABS shall include verification that the operating schedules,cooling and heating setpoints and controls sequences for the HVAC equipment connected to the new thermostats and/or energy management system are programmed as specified. City of Huntington Beads HVAC Controls Operating Parameters Location Equipment M-F Start M-F Stop VA End Start VA End Stop WIt/Yr Notes Heating Set-Pt Cooling Set-Pt Banning Library HVAC 8:00 18:00 N/A N/A 51 Closed Su-Mon 68 74 Corporate Yard HVAC 5:00 19:00 N/A N/A 51 68 74 MurdyCommunityCenter HVAC 8:00 21:00 8110 19110 52 68 74 Oakview Library HVAC 9.00 19:00 9110 19110 51 Closed Sunday 68 74 Oakview Community Center HVAC 14:00 18:00 10:00 16X10 52 Closed Sunday 68 74 Measurement and Verification Plan IPMVP Option A:Retrofit Isolation, Key Parameter Measurement For Transformer Upgrades M&V Procedure This option provides for the measurement of at least one variable pre and post retrofit with other variables allowed for stipulation. For this retrofit, a representative sample of each of the transformer types will be measured. The same sample will be used for both pre and post retrofit calculations.Wattage shall be measured with an appropriate instrument that is properly calibrated. Stipulated Values Operating Hours are stipulated for purposes of M&V. The hours of operation will match the hours the facilities were operating during the baseline period. The transformers are energized 24/7 year-round for all facilities. Stipulated values are agreed to by the Purchaser. The below table illustrates stipulated existing and proposed transformer losses and percentage loading based on extensive field measurements: Transformer Existing Equipment Proposed Equipment Savings No Load Full Load No Load Full Load ON% Off% kWh kVA Losses(W) Losses(W) Losses(W) Losses(W) Loading Loading Savings 15 315 1182 47 411 9.00% 5.00% 2,477 30 468 1462 68 594 9.00% 5.00% 3,579 45 642 2202 91 801 9.00% 5.00% 4,936 75 868 3347 127 1109 9.00% 5.00% 6,630 1125 1200 4271 189 1653 9.00% 5.00% 9,067 150 1518 5544 227 1992 9.00% 5.00% 11,543 225 1870 8088 343 3009 9.00% 5.00% 13,679 300 2543 8592 421 3685 9.00% 5.00% 19,060 Adjustments For this EEM,the following adjustments are allowed for purposes of Measurement and Verification: • Utility rates,billing days or degree days. Savings Calculations The calculations for the baseline energy consumption and post retrofit savings shall be completed in accordance with the industry guidelines set forth by IPMVP and methods indicated below. kWh Saving=EXISTING((No Load Losses+((On%Loading)^2*(Full Load Losses-No Load Losses)))/1000)*(Operation Hours)+ ((No Load Losses+((OFF%Loading)^2*(Full Load Losses-No Load Losses)))/1000)*(Operation Hours)— PROPOSED((No Load Losses+((On%Loading)^2*(Full Load Losses-No Load Losses)))/1000)*(Operation Hours)+ [(No Load Losses+((OFF%Loading)^2*(Full Load Losses-No Load Losses)))/1000J*(Operation Hours) Dollar Savings=(kWh Savings)x(Average Utility Baseline$/kWh Rate) Operational Savings The Purchaser will realize maintenance and operational savings resulting from the new system installations, extended warranties, and/or service agreements provided by ABS. The operational savings are stipulated and met upon the completed installation of the energy retrofit contract. Commissioning Commissioning shall consist of inspections and a final verification report. Inspections shall consist of: • During construction,ABS shall maintain a detailed record of the types and quantities of fixtures retrofitted and fixtures installed in each facility. A post construction inspection is required by the responsible M&V party. Measurement and Verification Plan IPMVP Option A: Retrofit Isolation, Key Parameter Measurement For Solar Photovoltaic System M&V Procedure This option shall provide for the measurement of at least one variable pre- and post-retrofit with other variables allowed for stipulation. For this installation,the kilowatt-hour(kWh)production from the solar PV systems shall be measured and recorded. Stipulated Values The solar system savings are stipulated for the purposes of M&V. Values are obtained from the expected solar kWh production outlined in the Solar Systems Attachment and assuming a NEM 3.0 tariff with the utility. The solar panel degradation factor (0.8%/year), avoided energy cost($/kWh,based on the City's rate schedule)and utility escalation rate(6%/year)are stipulated for the solar photovoltaic systems. Stipulated values are agreed to by Purchaser. Savings Calculations The calculations for the baseline energy consumption and post installation savings provided the basis for the overall fmancial viability of these EEMs. The following equations summarize the calculation of savings: Electricity Production: Electricity production of the PV system is determined by recording the kilowatt hours(kWh) off the net electric meter and recording the results. Dollar Savings: After recording kWh production, each site's avoided energy cost ($/kWh), as shown in Utility Baseline, shall be used to determine dollar savings. Dollar Savings=(Annual kWh production)x(Avoided$/kWh) =Annual$kWh Saved Maintenance of System Calculation of energy cost savings from the solar PV systems are contingent upon the Purchaser maintaining an active operations and maintenance(O&M)contract with a solar service provider for the term of this agreement. Pre-Retrofit Measurements Existing utility electrical energy(kWh)consumption as shown in the Utility Baseline Summary. Post-Retrofit Measurements Electrical energy(kWh)produced from the solar PV systems recorded from the net electrical meter. Adjustments For this EEM,the following adjustments are allowed for the purposes of Measurement and Verification: • Addition or subtraction to the square footage of facilities. • Utility rates,billing days or degree days. • Addition or subtraction of electrical load at the facilities. • Changes in the solar PV system sizing,location and layout. • Changes in the conditions at or near any of the sites, which causes additional shading, soiling, or otherwise reduced performance of the solar PV systems. • Adjustment to the Guaranteed Production values for weather shall use local weather data as recorded during the corresponding period. • To the extent that the System output is negatively impacted by casualty,government regulation and or restriction that is beyond the Contractor's control to remedy within a reasonable time period,the Parties shall negotiate in good faith a modification of the Guaranteed Production. Excused Production Losses For this EEM, the following events are excused from production losses and any necessary adjustments are allowed for the purposes of Measurement and Verification: • Force Majeure Events: Lost production from the beginning of a Force Majeure Event until production limiting factors caused by the Force Majeure Event have been remedied. • Grid Event: Lost production when a fluctuation in the Grid frequency or voltage causes the inverters or the System to disconnect from the Grid. The"Grid"is defined to be the system receiving power exported from the System. • Grid Outage: Lost production when a failure in the grid or Interconnection Infrastructure prevented energy from being exported from the solar facility. "Interconnection Infrastructure" means that utility-owned and maintained interconnection equipment(the substation including but not limited to transformers, switches, and protective relays) that is used to connect the Facility to the utility grid. Grid operator/owner ordered curtailments for any reason, other than an issue in the System,is a Grid Outage. • Weather Events: Lost production from weather that limits or prevents safe operation of the solar facility including floods,snow,hurricanes,tornadoes,insolation-limiting wildfires,and volcanic activity. • Purchaser Caused: Lost production when System dc capacity is off-line due to outages attributable to Purchaser's decision to perform or cause to be performed, any investigations, studies, operations, construction, installation and maintenance work or other activities deemed appropriate by ABS at its sole discretion. Commissioning Commissioning shall consist of inspections and a final Commissioning report. Commissioning of the new solar PV system shall include securing the Utility Interconnect agreement,proper alignment of the solar panels and functional testing. Measurement and Verification Plan IPMVP Option C: Whole Facility M&V Procedure The Measurement and Verification (M&V) Plan following IPMVP Option C protocol is designed to evaluate the energy performance of the whole facility,not just individual EEMs. The energy performance is assessed through utility meters,whole- facility meters,or sub-meters. The measurement boundary encompasses either the whole facility or a major section of the facility where EEMs were installed. Option C determines the combined savings of all the EEMs installed at the facility and is monitored by the associated energy meter. Savings reported under this Option will include the positive or negative effects of any non-EEM changes made in the facility because whole-facility meters are used. Adjustments Adjustments will be computed from identifiable physical facts about the energy governing characteristics of equipment within the measurement boundary. Adjustments are used to express both pieces of measured energy data under the same set of conditions. Two types of adjustments are possible: • Routine Adjustments are used to account for any energy-governing factors, expected to change routinely during the reporting period.Routine Adjustments are completed by developing a mathematical model of each meter's energy-use pattern. Typically,the baseline model includes factors derived from regression analysis,which correlates energy to one or more independent variables such as occupancy, weather, and metering period length. Values of independent variables over the reporting period can be inputted into the baseline model to predict what the baseline energy consumption would have been had if no EEM's were installed. • Non-Routine Adjustments are used to account for those energy-governing factors which are not usually expected to change, such as:the facility size,the design and operation of installed equipment,or the type of occupants. ABS will monitor these static factors for change throughout the reporting period. Adjustments will be based on industry standards and sound engineering principles as they pertain to the specific affected system. Metering Whole-facility energy measurements can use the utility's meters. Utility meter data is considered 100%accurate for determining savings because this data defines the payment for energy. The energy supplier's meter(s) may be equipped or modified to provide output that can be recorded by the facility's monitoring equipment. Meter data can be hourly,daily or monthly whole- facility data. Savings Calculations The calculations for the baseline energy consumption and post retrofit savings shall be completed in accordance with the industry guidelines set forth by IPMVP and ASHRAE. The baseline period and reporting period should use complete years of continuous data(12,24,or 36 months).The electrical consumption reduction of the facility(measured in kWh and/or kW)shall be reported as Savings,or Avoided Energy Use, in which the savings are stated under the conditions of the reporting period and determined by the following equation: Energy Savings(Avoided Energy Use) =(Baseline Energy±Routine Adjustments to reporting-period conditions ±Non-Routine Adjustments to reporting period conditions)-Reporting-Period Energy The price schedule of the reporting period will be used to compute the "avoided cost" on a meter-by-meter basis. The price schedule will be obtained from the utility and will include all elements that are affected by metered amounts, such as consumption charges, demand charges, power factor, and demand ratchets. In the event of a significant decrease in energy prices, the price schedule used for savings reporting will be that which prevailed at the time of commitment to the investment. Cost savings are determined by applying the appropriate rate/price schedule in the following equation: Cost Savings(Avoided Cost) = Cost of Baseline Energy- Cost of Reporting-Period Energy Utility Baseline Summaries Cityot Huntington Beach-Electric Utility Data Blended Site Name Address City,State Account It Range Annual kWh Annus(Cost Cost BanningLibrary 9281 Banning Ave. Huntington Beach.CA 8013040267 6/2023-512024 8.132 S 2,297 S 0.28 Beach Yard 8669 Edison Drive Huntington Beach,CA 8012960114 6/2023-5/2024 48,174 $ 11.296 $ 0.23 Bushard Fire Station 19711 Bushard St. Huntington Beach,CA 8012961818 6/2023-5/2024 30.160 S 7.505 $ 0.25 Central Library 18000 Goldenwest St. Huntington Beach,CA 8014480642 6/2023-512024 586.740 S 227,165 $ 039 City Gym and Pool 1600 Palm Ave. Huntington Beach.CA 8012960264 6/2023-5/2024 210,943 S 47,481 S 0.23 Civic Center Complex 2000 Main Si. Huntington Beach,CA 8014333878 6/2023-5/2024 1,872,196 $ 1,416,464 S 0.30 Corporate Yard 17371 Gotha rd St. Huntington Beach,CA 8014490539 6/2023-5/2024 197,548 5 67.496 $ 0.34 Gotha rd Fire Station 18311 Gotha rd St. Huntington Beach,CA 8012962055 6/2023.5/2024 100.681 S 29,073 $ 0.29 Harbor View Cammunity Center 16600SybrookLn. Huntington Beach.CA 8013040325 6/2023-5/2024 5,024 5 1,499 $ 030 Heil Fire Station 5891 Heil Ave Huntington Beach,CA 8012961483 6/2023-5/2024 30,574 S 8.330 $ 0.27 Helen Murphy Library 15882 Graham St. Huntington Beach,CA 8013040337 6/2023-5/2024 7.882 S 2,314 S 0.29 Joint Powers Training Center 18301GathardSt. Huntington Beach.CA 8012962070 612023-5/2024 165.355 $ 52.049 $ 0.28 Junior Lifeguard HQ 21001 Coast Hwy. Huntington Beach,CA 8012961267 6/2023-5/2024 106,504 $ 31.240 $ 0.29 Lake Fire Station 530 Lake St. Huntington Beach.CA 8012961820 6/2023-5/2024 77,577'S 17,229 $ 0.22 Lake View Community Center 17451ZeiderLn. Huntington Beach.CA 8013040355 6/2023-5/2024 1.1955 348 S 0.29 Lifeguard HQ 103 Coast Hwy. Huntington Beach.CA 8012961648 6/2023-5/2024 156.778 5 37.340 5 0.24 Magnolia Fi re Station 21441 Magnolia St. Huntington Beach,CA 8012965638 6/2023-5/2024 40.286 $ 9.694 $ 0.24 MainStreetLibrary 524 Main St. Huntington Beach,CA 8013040213 6'2023-512024 23.522 $ 6,375 $ 027 MurdyCommunityCenter 7000 Norma Dr. Huntington Beach.CA 8013040331 6/2023-5/2024 119.090 5 59.493 $ 0.50 MurdyFireStation 16221 Gotha rd St. Huntington Beach,CA 8012961559 6/2023-5/2024 90,697 S 23,308 $ 0.26 Newland Barn 14872 Beach Blvd. Huntington Beach.CA 8012961624 6/2023-5/2024 5.466 S 1.665 $ 030 Oakview Community Center 17261 Oak Ln. Huntington Beach.CA 8013040227 6/2023-5/2024 30.082 S 8,810 S 0.29 Oakview Library 17251 Oak Ln. Huntington Beach,CA 8013040381 6/2023-512024 27.349 S 8,623 $ 0.32 Search and Rescue Heliport 18401 Gothard St. Huntington Beach,CA 8012960944 6/2023-5/2024 108,366 $ 29,068 $ 0.27 Senior Center 1718 Orange Ave. Huntington Beach,CA 8013537874 6/2023-5/2024 34.4.872 $ 87,942 S 0.25 Terry Park Community Center 7701 Taylor Dr. Huntington Beach,CA 8013040357 6/2023-5/2024 3.408 S 992 $ 0.29 Warner Fire Station 3831 Warner Ave. Huntington Beach,CA 8012961426 6/2023-5/2024 57,515 5 17,018 $ 0.30 Exhibit C- Commissioning & Completion Schedule • Project duration: 500 Working Days from NTP. • Milestones: o NTP& Submittal Phase(0-45 days) o Procurement & Installation (46-465 days) o Testing, Commissioning,and Training (466-490 days) o Punchlist& Final Acceptance(491-500 days) • Contractor shall provide procurement lead-time log within 45 days of NTP. Exhibit D- Price& Payment Schedule Total Contract Value: $7,358,861 Payment Terms: - Monthly progress payments per Section 14 of the Agreement. -5% retainage held until final acceptance. -City may withhold 150%of any disputed work. -Schedule of Values to be approved by City prior to first pay application. Exhibit E- Council Resolution(Government Code§4217) City Council Resolution confirming: - Public notice and hearing held per§4217.12. - Findings that total cost to City is less than anticipated marginal energy cost absent project. -Authorization of contract and financing as in City's best interest. Exhibit F- Lease-Purchase Authorization (ABS Scope Only) • Separate Resolution and Financing Agreement with MFI authorizing tax-exempt equipment lease-purchase. • Financing terms independent from construction contract; no cross-default permitted. • Notice to Proceed contingent on financing approval if applicable. Additional Provisions • Indemnity Compliance: Design-professional indemnity limited to proportionate fault per Civil Code §2782.8. • Insurance: Minimum coverages-CGL$2M/$4M; Auto $1M; Umbrella $SM; Professional Liability $2M; Builder's Risk full contract value. • Data Ownership: City retains all rights to energy data, M&V data,controls databases, and PV production data. • Rebates/Incentives:All incentives, rebates, REC/SGIP credits, and similar benefits accrue to City. • Default: Failure to meet M&V verification, warranty, or financing obligations constitutes material default. ALLIBUI.01 JTURNER '44CCDDR TE IMMIDDIYYYY) CERTIFICATE OF LIABILITY INSURANCE DA1I2612026 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER License#0C32169 CONTACT Rancho Mesa Insurance Services,Inc. PHONE FAX 2355 Northside Drive Suite 200 (A/c,No,Eel):(619)937-0164 (A/C,No): San Diego,CA 92108 ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC INSURER A:Valley Forge Insurance Co 20508 INSURED INSURER B:American Casualty Company Of Reading PA 20427 Alliance Buildings Solutions,LLC INSURER C:Continental Insurance Company 35289 12520 High Bluff Drive Ste 345 INSURER D:Insurance Company of the West 27847 San Diego,CA 92130 INSURER E:Westchester Surplus Lines Ins 10172 INSURER F COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT DIE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSH TYPE OF INSURANCE AWL SUBH POLICY NUMBER POLICY EFr POLICY EXP LIMITS LTR VISO WVD IMWEITlYYYYI IMAVDD/YYYYI A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE S 2,000,000 CLAIMS-MADE X OCCUR 6076240904 4/1/2025 4/1/2026 DAMAGE TO RENTED 100,000 X X _PREMISES(Ea Qctkrrencel $ MED EXP(Any one person) S 15'000 PERSONAL&ADV INJURY S 2,000,000 GENL AGGREGATE LIMIT R APPLIES PER: GENERAL AGGREGATE S 4,000,000 POLICY n71,8: i LOC PRODUCTS-COMP/OP AGG S 4,000,000 OTHER' 5 B AUTOMOBILE LIABILITY (Ea COMBINED SINGLE LIMIT 1,000,000 acc X ANY AUTO X X 6076240899 4/1/2025 4/1/2026 BODILY INJURY(Per person) S OWNED SCHEDULED AUTOS ONLY _ AUTOSSyy BODILY INJURY(Per accident) S X AUTOS ONLY X AUUTOS ONNLY P(Perr aPcEci0enRTY l4AMAGE S S C X OCCUR 10,000,000 UMBRELLA LIAR X EACH OCCURRENCE 5 EXCESS LIAR CLAIMS-MADE 6076240885 4/1/2025 4/1/2026 AGGREGATE s 10,000,000 DED I X I RETENTIONS 10,000 D WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY X STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVF YIN X WSD502021914 12/31/2025 12/31/2026 1,000,000 OFFICER/MEMBER EXCLUDED? N I A E.L.EACH ACCIDENT 5 (Mandatory In NH) E L.DISEASE-EA EMPLOYEE S 1,000,000 It yes,descobe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT S E Pollution Liability G71111982008 4/1/2025 4/1/2026 Limit 4,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS!VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached If more space Is required) RE:OPERATIONS OF THE NAMED INSURED AS CERTIFICATE HOLDERS INTEREST MAY APPEAR. CITY OF HUNTINGTON BEACH,ITS OFFICERS,ELECTED OR APPOINTED OFFICIALS,EMPLOYEES,AGENTS AND VOLUNTEERS ARE INCLUDE AS ADDITIONAL INSURED WITH REGARDS TO THE GENERAL LIABILITY AND AUTOMOBILE LIABILITY PER ATTACHED FORMS.PRIMARY AND NON-CONTRIBUTORY WORDING APPLIES WITH REGARDS TO THE GENERAL LIABILITY PER ATTACHED FORMS.WAIVER OF_.$116)1W,c6TIONt A PLIES WITH REGARDS TO THE GENERAL LIABILITY AND AUTOMOBILE LIABILITY AND WORKERS comPENsATKIHIFWAVVIAgb MI410,1fflileR AHED FORMS.(agcpp) B : MICHAEL J.VIGLIOTTA CERTIFICATE HOLDER CANCELLATION CITY ATTORNEY CITY OF HUNTINGTON BEACH SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE OF HUNTINGTON THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN CITY BEACH CITY ACCORDANCE WITH THE POLICY PROVISIONS. 2000MAIN STREET HUNTINGTON BEACH,CA 92648 AUTHORIZED REPRESENTATIVE ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD CNA CNA PARAMOUNT Additional Insured - Owners, Lessees or Contractors - Scheduled Person or Organization Endorsement This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s)Or Organization(s) CITY OF HUNTINGTON REACH, ITS OFFICERS, ELECTED OR APPOINTED OFFICIALS, EMPLOYEES, AGENTS AND VOLUNTEERS N y� O Np Location(s)Of Covered Operations wzmm 2000 MAIN STREET HUNTINGTON BEACH, CA 92648 - Information required to complete this Schedule, if not shown above,will be shown in the Declarations. - CG 20 10(07-04) Policy No: 6076240904 Page 1 of 2 VALLEY FORGE INSURANCE COMPANY Effective Date: 04/01/2025 Copyright,ISO Properties,Inc.,2004 CNA CNA PARAMOUNT Additional Insured - Owners, Lessees or Contractors - Scheduled Person or Organization Endorsement A. Section II — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for bodily injury, property damage or personal and advertising injury caused,in whole or in part, by: 1. Your acts or omissions;or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s)at the location(s)designated above. B. With respect to the insurance afforded to these additional insureds,the following additional exclusions apply: This insurance does not apply to: bodily injury or property damage occurring after: 1. All work,including materials, parts or equipment furnished in connection with such work, on the project(other than service, maintenance or repairs)to be performed by or on behalf of the additional insured(s)at the location of the covered operations has been completed;or 2. That portion of your work out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. CG 20 10(07-04) Policy No: 6076240904 Page 2 of 2 VALLEY FORGE INSURANCE COMPANY Effective Date: 04/01/2025 Copyright,ISO Properties,Inc.,2004 CNA CNA PARAMOUNT Additional Insured - Owners, Lessees or Contractors - Completed Operations Endorsement This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s)Or Organization(s) CITY OF HUNTINGTON BEACH, ITS OFFICERS, ELECTED OR APPOINTED OFFICIALS, EMPLOYEES, AGENTS AND VOLUNTEERS 0 5, S Location And Description Of Completed Operations 2000 MAIN STREET HUNTINGTON BEACH, CA 92648 SEMM mmmm Information required to complete this Schedule,if not shown above, will be shown in the Declarations. EEEE CG 20 37(07-04) Policy No: 6076240904 Page 1 of 2 VALLEY FORGE INSURANCE COMPANY Effective Date: O4/O1/2O25 Copyright,ISO Properties,Inc.,2004 CNA CNA PARAMOUNT Additional Insured - Owners, Lessees or Contractors - Completed Operations Endorsement Section II-Who Is An Insured is amended to include as an additional insured the person(s)or organization(s)shown in the Schedule,but only with respect to liability for bodily injury or property damage caused,in whole or in part,by your work at the location designated and described in the schedule of this endorsement performed for that additional insured and Included in the products-completed operations hazard. CG 20 37(07-04) Policy No: 6076240904 Page 2 of 2 VALLEY FORGE INSURANCE COMPANY Effective Date: 04/01/2025 Copyright,ISO Properties,Inc.,2004 CHA CNA PARAMOUNT Contractors' General Liability Extension Endorsement B. Paragraph 1.d. is amended to delete the limit of $250 shown for daily loss of earnings and replace it with a $1,000. limit. 24. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If the Named Insured unintentionally fails to disclose all existing hazards at the inception date of the Named Insured's Coverage Part,the Insurer will not deny coverage under this Coverage Part because of such failure. 25. WAIVER OF SUBROGATION -BLANKET Under CONDITIONS, the condition entitled Transfer Of Rights Of Recovery Against Others To Us is amended to add the following: The Insurer waives any right of recovery the Insurer may have against any person or organization because of payments the Insurer makes for injury or damage arising out of: 1. the Named Insured's ongoing operations; or 2. your work included in the products-completed operations hazard. However, this waiver applies only when the Named Insured has agreed in writing to waive such rights of recovery in a written contract or written agreement, and only if such contract or agreement: 1. is in effect or becomes effective during the term of this Coverage Part;and 2. was executed prior to the bodily injury, property damage or personal and advertising injury giving rise to the claim. 26. WRAP-UP EXTENSION: OCIP, CCIP, OR CONSOLIDATED (WRAP-UP) INSURANCE PROGRAMS Note: The following provision does not apply to any public construction project in the state of Oklahoma, nor to any construction project in the state of Alaska, that is not permitted to be insured under a consolidated (wrap-up) insurance program by applicable state statute or regulation. If the endorsement EXCLUSION - CONSTRUCTION WRAP-UP is attached to this policy, or another exclusionary endorsement pertaining to Owner Controlled Insurance Programs (O.C.I.P.) or Contractor Controlled Insurance Programs(C.C.I.P.) is attached,then the following changes apply: A. The following wording is added to the above-referenced endorsement: With respect to a consolidated (wrap-up) insurance program project in which the Named Insured is or was involved, this exclusion does not apply to those sums the Named Insured become legally obligated to pay as damages because of: 1. Bodily injury, property damage, or personal or advertising injury that occurs during the Named Insured's ongoing operations at the project, or during such operations of anyone acting on the Named Insured's behalf; nor 2. Bodily injury or property damage included within the products-completed operations hazard that arises out of those portions of the project that are not residential structures. B. Condition 4. Other Insurance is amend to add the following subparagraph 4.b.(1)(c): This insurance is excess over: (c) Any of the other insurance whether primary, excess, contingent or any other basis that is insurance available to the Named Insured as a result of the Named Insured being a participant in a consolidated (wrap-up) insurance program, but only as respects the Named Insured's involvement in that consolidated (wrap-up) insurance program. CNA74705XX (1-15) Policy No: 6076240904 VALLEY FORGE INSURANCE COMPANY Effective Date: 04/01/2025 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office.Inc.,with its permission. Policy Number: 6076240904 CNA CNA PARAMOUNT Common Terms and Conditions The Insurer and the Named Insured, in consideration of the payment of the premium and in reliance upon all statements made in the application furnished to the Insurer designated in the Policy Declarations, a stock insurance corporation, hereafter called the "Insurer," agree as follows. Terms in bold face type have special meaning as set forth in any applicable First Party Glossary of Defined Terms or the applicable coverage parts of this Policy. All headings are also in bold,whether or not they contain defined terms. See Section XVI, HEADINGS below. I. ASSIGNMENT OF INTEREST Assignment of interest under this Policy shall not bind the Insurer unless its consent is endorsed to this Policy except in the case of death of a natural person Named Insured. II. BANKRUPTCY Bankruptcy or insolvency of any Named Insured or of the Named Insured's estate shall not relieve the Insurer of any of its obligations hereunder. III.CANCELLATION/NONRENEWAL A. Insurer's Right to Cancel The Insurer may cancel this policy by providing to the First Named Insured written notice of such cancellation stating when, not less than 10 days thereafter, such cancellation shall be effective if such cancellation is due to non-payment of premium. If cancellation is due to any other reason, such notice shall be provided not less than 60 days thereafter. B. Named Insured's Right to Cancel The First Named Insured may cancel this Policy by providing the Insurer written notice stating when thereafter such cancellation shall be effective.The mailing or delivery of such notice shall be sufficient. C. Premium Refund If this policy is cancelled, the Insurer will send the First Named Insured any premium refund due. If the Insurer cancels, the refund will be pro rata. If the First Named Insured cancels, the refund may be less than pro rata. The cancellation will be effective even if the Insurer has not made or offered a refund. D. Nonrenewal If the Insurer decides not to offer any renewal terms for this Policy, the Insurer shall provide written notice to the Named Insured at least 60 days prior to the Policy expiration date. The notice shall include the reason for such non-renewal. E. Notices If any notice required under this Section is mailed, proof of mailing will be sufficient proof of notice. IV.CHANGES Notice to or knowledge possessed by any agent or other person acting on behalf of the Insurer shall not effect a waiver or a change in any part of this Policy or stop the Insurer from asserting any right under the provisions of this Policy, nor shall the provisions be waived or changed except by written endorsement issued to form a part of this ENE Policy. s®e V. CONFORMITY TO STATUTE Terms of these conditions or any coverage part that are in conflict with the statutes of the state in which this policy is issued are hereby amended to conform to such statutes. CNA62642XX 10-15 Page 1 of 3 Copyright CNA All Rghts Reserved. CNA CNA PARAMOUNT Common Terms and Conditions I VI.COORDINATION AMONG COVERAGE PARTS Subject always to the applicable Limit of Liability, should two or more coverage parts apply to the same loss, the Insurer will not pay more than the Named Insured's actual loss. VII. COVERAGE PART TERMS AND CONDITIONS The terms and conditions of each coverage part apply only to that coverage part and shall not apply to any other coverage part. If any provision in the Common Terms and Conditions is inconsistent or in conflict with the terms and conditions of any coverage part, the terms and conditions of such coverage part shall control for purposes of that coverage part. VIII.CURRENCY All premiums, limits, deductibles and other amounts stated or payable under this Policy are expressed and payable in the currency of the United States of America. If any payments due under this Policy are stated or incurred in a currency other than United States of America dollars, payment under this Policy will be made in United States of America dollars, at the rate of exchange published in The Wall Street Journal on the date the Insurer's obligation to pay such amount is established (or, if not published on such date, the next publication date of The Wall Street Journal). IX.ENTIRE AGREEMENT The Named Insureds agree that this Policy constitutes the entire contract existing between them and the Insurer or any of its agents relating to this insurance. X. EXAMINATION OF THE INSURED'S BOOKS AND RECORDS The Insurer may examine and audit any Named Insured's books and records as they relate to this Policy at any time during the policy period and up to 3 years afterward. XI.INSPECTIONS AND SURVEYS The Insurer has the right but not the obligation to: A. make inspections and surveys at any time; B. provide reports on the conditions it finds; C. recommend changes; or D. conduct loss control and prevention activity. Any inspections, surveys,reports, or recommendations relate only to insurability and the premiums to be charged. The Insurer does not: 1. make safety inspections; 2. undertake to perform the duty of any entity to provide for the health or safety of workers or the public; 3. warrant that conditions are safe or healthful or comply with laws, regulations,codes or standards. XII.LIBERALIZATION If the Insurer adopts any revision that would broaden the coverage under this Policy without additional premium within 60 days prior to or during the policy period,the broadened coverage will immediately apply to this Policy. CNA62642XX 10-15 Page 2 of 3 Copynghl CNA All Rights Reserved. CNA CNA PARAMOUNT Common Terms and Conditions XIII. NAMED INSURED AUTHORIZATION AND NOTICES The First Named Insured agrees that it will act on behalf of all Named Insureds with respect to the giving of all notices to the Insurer,the receipt of notices from the Insurer, the payment of the premiums, the receipt of any return premiums that may become due under this Policy,and the acceptance of endorsements. Any notices required under the CANCELLATION / NON-RENEWAL sections of this Policy shall be provided to the First Named Insured at the last known address and to its insurance agent or broker. If notice is mailed, proof of mailing will be sufficient proof of notice. XIV.NO SUIT AGAINST INSURER A. No suit shall be brought under this Policy by anyone other than the Named Insured. The Named Insured may not bring any such suit, action or legal proceeding unless, as a condition precedent, there shall have been full compliance with all the provisions of this Policy and: 1. with respect to any property coverage part, the action is brought within 3 years after the date on which the loss or damage occurred or,with respect to any crime coverage,the date the loss was discovered; 2. with respect to any third party coverage part, the amount of the Named Insured's obligation to pay shall have been finally determined either by final and nonappealable judgment against the Named Insured after trial or by written agreement of the Named Insured,the claimant and the Insurer. However, if any law prohibits such time limitation then the limitation is amended to equal the minimum time limitation required by such law. B. No person or organization shall have any right under this Policy to join the Insurer as a party to any suit against the Named Insured to determine the Named Insured's liability, nor shall the Insurer be impleaded by the Named Insured or their legal representatives in any such suit. XV.TRADE AND ECONOMIC SANCTIONS This Policy does not provide coverage for any Named Insured, transactions,or any loss that is uninsurable under the laws or regulations of the United States concerning trade or economic sanctions. XVI.HEADINGS The descriptions in the headings of this Policy are solely for convenience, and form no part of the terms and conditions of coverage. s, IN WITNESS WHEREOF, the Insurer has caused this Policy to be signed by its Chairman and Secretary at Chicago, Illinois,but the same shalt not be binding upon the Insurer unless countersigned by a duly authorized representative of the Insurer. Chairman Secretary RESEI fas WWI SEE CNA62642XX 10-15 Page 3 of 3 Copyright CNA Al Rights Reserved. 6 CNA PARAMOUNT Contractors' General Liability Extension Endorsement Named Insureds are Insureds with respect to such spouses' acts, errors or omissions in the conduct of the Named Insured's business. 10. EXPECTED OR INTENDED INJURY-EXCEPTION FOR REASONABLE FORCE Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete the exclusion entitled Expected or Intended Injury and replace it with the following: This insurance does not apply to: Expected or Intended Injury Bodily injury or property damage expected or intended from the standpoint of the Insured. This exclusion does not apply to bodily injury or property damage resulting from the use of reasonable force to protect persons or property. 11. GENERAL AGGREGATE LIMITS OF INSURANCE -PER PROJECT A. For each construction project away from premises the Named Insured owns or rents, a separate Construction Project General Aggregate Limit, equal to the amount of the General Aggregate Limit shown in the Declarations, is the most the Insurer will pay for the sum of: 1. All damages under Coverage A,except damages because of bodily injury or property damage included in the products-completed operations hazard;and 2. All medical expenses under Coverage C, that arise from occurrences or accidents which can be attributed solely to ongoing operations at that construction project. Such payments shall not reduce the General Aggregate Limit shown in the Declarations, nor the Construction Project General Aggregate Limit of any other construction project. B. All: 1. Damages under Coverage B, regardless of the number of locations or construction projects involved; 2. Damages under Coverage A, caused by occurrences which cannot be attributed solely to ongoing operations at a single construction project, except damages because of bodily injury or property damage included in the products-completed operations hazard;and 3. Medical expenses under Coverage C caused by accidents which cannot be attributed solely to ongoing operations at a single construction project, will reduce the General Aggregate Limit shown in the Declarations. C. The limits shown in the Declarations for Each Occurrence, for Damage To Premises Rented To You and for Medical Expense continue to apply, but will be subject to either the Construction Project General Aggregate Limit or the General Aggregate Limit shown in the Declarations, depending on whether the occurrence can be attributed solely to ongoing operations at a particular construction project. D. When coverage for liability arising out of the products-completed operations hazard is provided, any payments for damages because of bodily injury or property damage included in the products-completed operations hazard will reduce the Products-Completed Operations Aggregate Limit shown in the Declarations, regardless of the number of projects involved. E. If a single construction project away from premises owned by or rented to the Insured has been abandoned and then restarted, or if the authorized contracting parties deviate from plans, blueprints, designs, specifications or timetables, the project will still be deemed to be the same construction project. F. The provisions of LIMITS OF INSURANCE not otherwise modified by this endorsement shall continue to apply as stipulated. CNA74705XX(1-15) Policy No 6076240904 VALLEY FORGE INSURANCE COMPANY Effective Date: 04/01/2025 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc,with its permission. . . CNA Business Auto Policy Policy Endorsement I (cfo,1011t1;►'.iP;If(ol;f=.I:a;I:j1►IU1:10,([1 VA:I:P..+tl• I:Ila(uI:f:1'011:ldi I I:fat:il►4';:i:./t'i,i4i(uil'ultJl:, THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM I. LIABILITY COVERAGE A. Who Is An Insured The following is added to Section II, Paragraph A.1., Who Is An Insured: 1. a. Any incorporated entity of which the Named Insured owns a majority of the voting stock on the date of inception of this Coverage Form; provided that, b. The insurance afforded by this provision A.1. does not apply to any such entity that is an insured under any other liability "policy" providing auto coverage. 2. Any organization you newly acquire or form, other than a limited liability company, partnership or joint venture, and over which you maintain majority ownership interest. The insurance afforded by this provision A.2.: a. Is effective on the acquisition or formation date, and is afforded only until the end of the policy period of this Coverage Form, or the next anniversary of its inception date, whichever is earlier. b. Does not apply to: (1) Bodily injury or property damage caused by an accident that occurred before you acquired or formed the organization; or (2) Any such organization that is an insured under any other liability "policy" providing auto coverage. 3. Any person or organization that you are required by a written contract to name as an additional insured is an insured but only with respect to their legal liability for acts or omissions of a person, who qualifies as an insured under SECTION II - WHO IS AN INSURED and for whom Liability Coverage is afforded under this policy. If required by written contract, this insurance will be primary and non-contributory to insurance on which the additional insured is a Named Insured. 4. An employee of yours is an insured while operating an auto hired or rented under a contract or agreement in that employee's name, with your permission, while performing duties related to the conduct of your business. "Policy", as used in this provision A. Who Is An Insured, includes those policies that were in force on the inception date of this Coverage Form but: 1. Which are no longer in force; or 2. Whose limits have been exhausted. B. Bail Bonds and Loss of Earnings Section II, Paragraphs A.2. (2) and A.2. (4) are revised as follows: 1. In a.(2), the limit for the cost of bail bonds is changed from $2,000 to $5,000; and 2. In a.(4), the limit for the loss of earnings is changed from $250 to $500 a day. Form No: CNA63359XX 104-2012) Policy No:BUA 6076240899 Endorsement Effective Date: Endorsement Expiration Date: Policy Effective Date:04/01/2025 Endorsement No: 12; Page: 1 of 4 Policy Page: 65 of 107 Underwriting Company: American Casualty Company of Reading, Pennsylvania, 151 N Franklin St, Chicago, IL 60606 Copyright CNA All Rights Reserved. Includes copyrighted material of the Insurance Services Office,Inc.,used with its permission. CNA Business Auto Policy Policy Endorsement C. Fellow Employee Section II, Paragraph B.5 does not apply. Such coverage as is afforded by this provision C. is excess over any other collectible insurance. II. PHYSICAL DAMAGE COVERAGE A. Glass Breakage - Hitting A Bird Or Animal - Falling Objects Or Missiles The following is added to Section III, Paragraph A.3.: With respect to any covered auto, any deductible shown in the Declarations will not apply to glass breakage if such glass is repaired, in a manner acceptable to us, rather than replaced. B. Transportation Expenses Section III, Paragraph A.4.a. is revised, with respect to transportation expense incurred by you, to provide: a. $60 per day, in lieu of $20; subject to b. $1,800 maximum, in lieu of $600. C. Loss of Use Expenses Section III, Paragraph A.4.b. is revised, with respect to loss of use expenses incurred by you, to provide: a. $1,000 maximum, in lieu of $600. D. Hired "Autos" The following is added to Section III. Paragraph A.: 5. Hired "Autos" If Physical Damage coverage is provided under this policy, and such coverage does not extend to Hired Autos, then Physical Damage coverage is extended to: a. Any covered auto you lease, hire, rent or borrow without a driver; and b. Any covered auto hired or rented by your employee without a driver, under a contract in that individual employee's name, with your permission, while performing duties related to the conduct of your business. c. The most we will pay for any one accident or loss is the actual cash value, cost of repair, cost of replacement or $75,000, whichever is less, minus a $500 deductible for each covered auto. No deductible applies to loss caused by fire or lightning. d. The physical damage coverage as is provided by this provision is equal to the physical damage coverage(s) provided on your owned autos. e. Such physical damage coverage for hired autos will: (1) Include loss of use, provided it is the consequence of an accident for which the Named Insured is legally liable, and as a result of which a monetary loss is sustained by the leasing or rental concern. (2) Such coverage as is provided by this provision will be subject to a limit of $750 per accident. E. Airbag Coverage The following is added to Section III, Paragraph B.3.: The accidental discharge of an airbag shall not be considered mechanical breakdown. Form No:CNA63359XX(04-20121 Policy No:BUA 6076240899 Endorsement Effective Date: Endorsement Expiration Date: Policy Effective Date: 04/01/2025 Endorsement No: 12; Page: 2 of 4 Policy Page: 66 of 107 Underwriting Company: American Casualty Company of Reading, Pennsylvania, 151 N Franklin St, Chicago, IL 60606 °Copyright CNA All Rights Reserved. Includes copyrighted material of the Insurance Services Office,Inc.,used with its permission. CNA Business Auto Policy Policy Endorsement F. Electronic Equipment Section III, Paragraphs B.4.c and B.4.d. are deleted and replaced by the following: c. Physical Damage Coverage on a covered auto also applies to loss to any permanently installed electronic equipment including its antennas and other accessories d. A $100 per occurrence deductible applies to the coverage provided by this provision. G. Diminution In Value The following is added to Section III, Paragraph B.6.: Subject to the following, the diminution in value exclusion does not apply to: a. Any covered auto of the private passenger type you lease, hire, rent or borrow, without a driver for a period of 30 days or less, while performing duties related to the conduct of your business; and b. Any covered auto of the private passenger type hired or rented by your employee without a driver for a period of 30 days or less, under a contract in that individual employee's name, with your permission, while performing duties related to the conduct of your business. c. Such coverage as is provided by this provision is limited to a diminution in value loss arising directly out of accidental damage and not as a result of the failure to make repairs; faulty or incomplete maintenance or repairs; or the installation of substandard parts. d. The most we will pay for loss to a covered auto in any one accident is the lesser of: (1) $5,000; or (2) 20% of the auto's actual cash value (ACV). III. Drive Other Car Coverage — Executive Officers The following is added to Sections II and Ill: 1. Any auto you don't own, hire or borrow is a covered auto for Liability Coverage while being used by, and for Physical Damage Coverage while in the care, custody or control of, any of your "executive officers", except: a. An auto owned by that "executive officer" or a member of that person's household; or b. An auto used by that "executive officer" while working in a business of selling, servicing, repairing or parking autos. Such Liability and/or Physical Damage Coverage as is afforded by this provision. (1) Equal to the greatest of those coverages afforded any covered auto; and (2) Excess over any other collectible insurance. 2. For purposes of this provision, "executive officer" means a person holding any of the officer positions created by your charter, constitution, by-laws or any other similar governing document, and, while a resident of the same household, includes that person's spouse. Such "executive officers" are insureds while using a covered auto described in this provision. IV. BUSINESS AUTO CONDITIONS A. Duties In The Event Of Accident, Claim, Suit Or Loss The following is added to Section IV, Paragraph A.2.a.: Form No:CNA63359XX (04-2012) Policy No:BUA 6076240899 Endorsement Effective Date: Endorsement Expiration Date: Policy Effective Date:04/01/2025 Endorsement No: 12; Page:3 of 4 Policy Page: 67 of 107 Underwriting Company: American Casualty Company of Reading,Pennsylvania, 151 N Franklin St, Chicago, IL 60606 0 Copyright CNA All Rights Reserved. Includes copyrighted material of the Insurance Services Office, Inc.. used with its permission. CNA Business Auto Policy Policy Endorsement (4) Your employees may know of an accident or loss. This will not mean that you have such knowledge, unless such accident or loss is known to you or if you are not an individual, to any of your executive officers or partners or your insurance manager. The following is added to Section IV, Paragraph A.2.b.: (6) Your employees may know of documents received concerning a claim or suit. This will not mean that you have such knowledge, unless receipt of such documents is known to you or if you are not an individual, to any of your executive officers or partners or your insurance manager. B. Transfer Of Rights Of Recovery Against Others To Us The following is added to Section IV, Paragraph A.5. Transfer Of Rights Of Recovery Against Others To Us: We waive any right of recovery we may have, because of payments we make for injury or damage, against any person or organization for whom or which you are required by written contract or agreement to obtain this waiver from us. This injury or damage must arise out of your activities under a contract with that person or organization. You must agree to that requirement prior to an accident or loss. C. Concealment, Misrepresentation or Fraud The following is added to Section IV, Paragraph B.2.: Your failure to disclose all hazards existing on the date of inception of this Coverage Form shall not prejudice you with respect to the coverage afforded provided such failure or omission is not intentional. D. Other Insurance The following is added to Section IV, Paragraph B.5.: Regardless of the provisions of Paragraphs 5.a. and 5.d. above, the coverage provided by this policy shall be on a primary non-contributory basis. This provision is applicable only when required by a written contract. That written contract must have been entered into prior to Accident or Loss. E. Policy Period, Coverage Territory Section IV, Paragraph B. 7.(5).(a). is revised to provide: a. 45 days of coverage in lieu of 30 days. V. DEFINITIONS Section V. paragraph C. is deleted and replaced by the following: Bodily injury means bodily injury, sickness or disease sustained by a person, including mental anguish, mental injury or death resulting from any of these. Form No: CNA63359XX (04-2012) Policy No:BUA 6076240899 Endorsement Effective Date: Endorsement Expiration Date: Policy Effective Date:04/01/2025 Endorsement No: 12; Page:4 of 4 Policy Page: 68 of 107 Underwriting Company: American Casualty Company of Reading,Pennsylvania, 151 N Franklin St, Chicago, IL 60606 °Copyright CNA All Rights Reserved. Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 99 06 34 (Ed. 8-00) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT-BLANKET We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule, (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us). The additional premium for this endorsement shall be 2 %of the total California Workers' Compensation premium otherwise due. Schedule Person or Organization Job Description ANY ALL CALIFORNIA PERSON/ORGANIZATION OPERATIONS WHEN REQUIRED BY WRITTEN CONTRACT This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 12/31/2025 Policy No. WSD 5020219 14 Endorsement No. Insured Premium $ INCL. Insurance Company INSURANCE COMPANY OF THE WEST Countersigned By WC 99 06 34 (Ed. 8-00) INSURED ATTACHMENT #4 EQUIPMENT LEASE-PURCHASE AGREEMENT BETWEEN METRO FUTURES, INC., as Lessor AND CITY OF HUNTINGTON BEACH,as Lessee DATED AS OF May 15, 2026 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 1 1.1 Acceptance Certificate and Payment Request 1 1.2 Acquisition Period 1 1.3 Authorized Representative 1 1.4 Code 1 1.5 Commencement Date 1 1.6 Concluding Payment 1 1.7 Costs of the Equipment 1 1.8 Default Rate 2 1.9 Equipment 2 1.10 Escrow Fund 2 1.11 Event of Nonappropriation 2 1.12 Fiscal Year 2 1.13 Governing Body 2 1.14 Lease Term 2 1.15 Maximum Lease Term 2 1.16 Original Term 2 1.17 Renewal Term 2 1.18 Rental Payments 2 1.19 State 2 ARTICLE 2 LEASE 2 ARTICLE 3 LEASE TERM;TERMINATION OF LEASE TERM 3 ARTICLE 4 RENTAL PAYMENTS 4 4.1 Amount and Times of Payment 4 4.2 Rental Payments 4 4.3 Late Charges 4 4.4 [Reserved] 4 4.5 Allocation of Interest 4 4.6 Rental Adjustment 4 4.7 Continuation of Lease Term 4 ARTICLE 5 ESCROW FUND 5 5.1 Escrow Fund 5 ARTICLE 6 RESPONSIBILITIES OF LESSEE 5 6.1 Care and Use 5 6.2 Inspection 5 6.3 Utilities 6 6.4 Taxes 6 6.5 Alterations 6 6.6 Transportation and Installation Charges 6 -i- TABLE OF CONTENTS (continued) Page 6.7 Insurance 6 6.8 Risk of Loss 7 6.9 Performance by the Lessor of the Lessee's Responsibilities 7 6.10 Financial Statements 7 ARTICLE 7 EQUIPMENT 8 7.1 Title 8 7.3 Personal Property;No Encumbrances 9 7.4 Liens 9 7.5 Acceptance and Written Notice of Defects; Inspection 9 7.6 Use of Equipment; Maintenance and Repairs 10 7.7 Essentiality 10 7.8 Sublease 10 7.9 No Warranties 10 ARTICLE 8 WARRANTIES AND REPRESENTATIONS OF THE LESSEE 11 ARTICLE 9 WARRANTIES AND REPRESENTATIONS OF THE LESSOR 13 ARTICLE 10 INTENTIONALLY OMITTED 14 ARTICLE 11 TAX COVENANTS AND INDEMNIFICATION 14 11.1 Covenants 14 11.2 Further Covenants 14 11.3 Indemnification 14 ARTICLE 12 GENERAL INDEMNIFICATION 15 ARTICLE 13 INTENTIONALLY OMITTED 15 ARTICLE 14 DEFAULT AND REMEDIES 15 14.1 Definition of Default 15 14.2 Remedies on Default 16 14.3 Further Remedies 17 14.4 Reinstatement 17 ARTICLE 15 NON-APPROPRIATION 17 15.1 Nonappropriation 17 15.2 Rental Payments to Constitute a Current Expense of Lessee . 17 ARTICLE 16 ASSIGNMENT 18 16.1 Assignment By Lessee 18 16.2 Assignment By The Lessor 18 ARTICLE 17 NATURE OF AGREEMENT 19 -ii- TABLE OF CONTENTS (continued) Page ARTICLE 18 OPTION TO PURCHASE; PREPAYMENT 19 ARTICLE 19 MISCELLANEOUS 20 19.1 Waiver 20 19.2 Severability 20 19.3 Governing Law 20 19.4 Notice 20 19.5 Section Headings 21 19.6 Entire Agreement 21 19.7 Binding Effect 21 19.8 Further Assurances 21 19.9 Time 21 19.10 Counterparts 21 19.11 No Third-Party Beneficiaries 21 19.12 Exhibits 21 Lease Documents: Equipment Lease-Purchase Agreement; Exhibit A—Description of Equipment; Exhibit B-Equipment Schedule,including Schedule 1 (Rental Payment Schedule); Exhibit C—Notice and Acknowledgment of Assignment; Exhibit D—Insurance Certification; Exhibit E—Essential Use Certificate; Exhibit F—Incumbency and Closing Certificate; Exhibit G—Opinion of Lessee's Counsel; Exhibit H—Tax Opinion of Lessee's Counsel; Exhibit I—[Intentionally Omitted]; Exhibit J—[Intentionally Omitted]; Exhibit K — Escrow Agreement, including Schedule A (Notice and Acknowledgment of Assignment of Escrow Agreement); Exhibit L—Resolutions of Lessee,including notice of public hearing; Exhibit M—Tax Certificate and IRS Form 8038-G;and Exhibit N—Closing Memorandum/Payment Proceeds Direction. Other Documents: Installation Agreement and Measurement and Verification Agreement UCC-1 Financing Statement CDIAC Filings -iii- TABLE OF CONTENTS (continued) Page Lessee's Form W-9 Insurance Certificates Payment and Performance Bonds,with Dual Obligee Rider naming Lessor and its successors and assigns as additional insured -iv- EQUIPMENT LEASE-PURCHASE AGREEMENT THIS EQUIPMENT LEASE-PURCHASE AGREEMENT,(as amended or supplemented from time to time, this "Lease Agreement") dated as of May 15, 2026, between METRO FUTURES, INC., a California corporation (together with its successors and/or assigns, the "Lessor") whose mailing address is 12520 High Bluff Drive, Suite 345, San Diego, California 92130, and the CITY OF HUNTINGTON BEACH, a Charter City and municipal corporation of the State of California(the "Lessee"), whose mailing address is 2000 Main Street, Huntington Beach,California 92648; WITNESSETH: WHEREAS, the Lessor has agreed to purchase and lease the Equipment (as hereinafter defined)to the Lessee,and the Lessee has agreed to lease back and purchase the Equipment from the Lessor,pursuant to the terms and conditions hereinafter set forth; NOW, THEREFORE, for and in consideration of the premises and of the covenants hereinafter contained,and other good and valuable considerations,the mutual parties hereto agree as follows: ARTICLE 1 DEFINITIONS For purposes of this Lease Agreement and any related documents,the following definitions will apply: 1.1 Acceptance Certificate and Payment Request. A certificate in the form attached as Exhibit A to the Escrow Agreement attached hereto as Exhibit K by which the Lessee accepts delivery of all or a portion of the Equipment and requests payment from the Escrow Fund in payment thereof. 1.2 Acquisition Period. Shall mean thirty-six (36) months from the Commencement Date,which is the date that the Escrow Fund shall terminate,unless such date is extended in writing by the Lessor and the Lessee. 1.3 Authorized Representative. Shall mean, with respect to the Lessee, the City Manager of the Governing Body or other person or officer approved by the Lessee in writing. 1.4 Code. Shall mean the Internal Revenue Code of 1986,as amended. 1.5 Commencement Date. Shall have the meaning set forth on Exhibit B. 1.6 Concluding Payment. Shall have the meaning set forth in Article 18. 1.7 Costs of the Equipment. The total cost of acquisition and installation of the Equipment,including costs of issuance$7,383,861.00. 1 1.8 Default Rate. Shall have the meaning set forth in Section 4.3. 1.9 Equipment. The personal property described in Exhibit A to this Lease Agreement that is now or may hereafter from time to time become attached hereto and incorporated herein by reference, together and with any and all additions, modifications, attachments, substitutions, repairs,accessories,replacements and parts thereof and all insurance proceeds therefrom. 1.10 Escrow Fund. The fund created under the Escrow Agreement, as provided in Article 5 hereof. 1.11 Event of Nonappropriation. Shall have the meaning set forth in Section 15.1. 1.12 Fiscal Year. Shall mean July 1 through June 30 of each year. 1.13 Governing Body. Shall mean the City Council of the Lessee. 1.14 Lease Term. Shall mean the Original Term and all Renewal Terms,but ending on the occurrence of the earliest event specified in Article 3 of this Lease Agreement. 1.15 Maximum Lease Term. Shall mean the Original Term and all Renewal Terms through the Renewal Term, including the last rental payment date set forth in the Rental Payment Schedule attached hereto as Exhibit B. 1.16 Original Term. Shall mean the period from the Commencement Date until the end of the Fiscal Year of the Lessee in effect at the Commencement Date. 1.17 Renewal Term. Shall mean the optional renewal terms of this Lease Agreement, each having a duration of one year and a term co-extensive with the Lessee's Fiscal Year. 1.18 Rental Payments. Shall mean the basic rental payments payable by the Lessee pursuant to Article 4 of this Lease Agreement. 1.19 State. Shall mean the State of California. ARTICLE 2 LEASE The Lessor hereby demises, rents and leases to the Lessee, and the Lessee hereby rents, leases and hires from the Lessor, the Equipment listed on Exhibit A attached hereto and incorporated herein by reference. The Lessee shall be entitled to possession of each piece of the Equipment constituting and may retain possession of the Equipment so long as the Lessee is not in default under this Lease Agreement and the Lessee has not failed to appropriate any amounts required to be paid by it hereunder. THIS LEASE IS NOT A PLEDGE OF THE FULL FAITH AND CREDIT OF THE LESSEE, AND DOES NOT CREATE ANY OBLIGATION ON THE PART OF THE LESSEE EXCEPT AS SPECIFICALLY STATED HEREIN. Except as provided in Section 15.1 hereof,the Lessee's obligation to pay all Rental Payments payable hereunder and the Lessee's obligations otherwise to perform its obligations under or with respect to this Lease 2 Agreement and the other Lease Documents,(1)constitute a current obligation payable exclusively from legally available funds and shall not be construed to be an indebtedness within the meaning of any applicable constitutional or statutory limitation or requirement, and (2) are and shall be absolute and unconditional and shall not be affected by any circumstances whatsoever, including (i) any right of setoff, counterclaim, recoupment, deduction, abatement, defense or other right which the Lessee may have against the Lessor,the manufacturer or vendor of the Equipment, or any other Person, for any reason whatsoever, including, those arising or allegedly arising out of claims (present or future, alleged or actual, and including claims arising out of strict liability in tort or negligence of the Lessor)of the Lessee against the Lessor under this Lease Agreement or otherwise, (ii) any defect in the title, condition, design, operation, or fitness for use of, or any damage to or loss or destruction of all or any portion of, the Equipment, or any interruption or cessation in the use or possession thereof by the Lessee or any other Person for any reason whatsoever,(iii)the existence of any collateral,guaranty or security interest,(iv)any insolvency, bankruptcy,reorganization or similar proceedings by or against Lessee,(v)any force majeure, or (vii)any other circumstance,happening or event whatsoever,whether or not similar to any of the foregoing. It is the intention of the parties that all Rental Payments and other amounts due hereunder shall continue to be payable in all events in the manner and at the times set forth herein unless the obligation to do so shall have been terminated pursuant to the express terms hereof. ARTICLE 3 LEASE TERM;TERMINATION OF LEASE TERM The Original Term of this Lease Agreement shall commence on the Commencement Date and shall terminate on the last day of the Lessee's current Fiscal Year. The Lease Term may be continued,solely at the option of the Lessee,at the end of the Original Term or any Renewal Term for an additional Renewal Term up to the Maximum Lease Term. At the end of the Original Term and at the end of each Renewal Term until the Maximum Lease Term has been completed, the Lessee will be deemed to have exercised its option to continue this Lease Agreement for the next Renewal Term unless the Lessee has terminated this Lease Agreement pursuant to the provisions set forth in the following paragraph or Article 18. The terms and conditions during any Renewal Term will be the same as the terms and conditions during the Original Term,except that the Rental Payments will be as provided in the Rental Payment Schedule attached hereto as Exhibit B. The Lease Term will terminate upon the first to occur of:(a)the expiration of the Original Term or any Renewal Term of this Lease Agreement and the nonrenewal of this Lease Agreement in an Event of Nonappropriation pursuant to Article 15;(b)the exercise by Lessee of the option to purchase the Equipment pursuant to Article 18 hereof and payment of the Concluding Payment and all amounts payable in connection therewith;(c)an Event of Default hereunder by the Lessee and Lessor's election to terminate this Lease Agreement pursuant to Article 14;or(d)the payment by the Lessee of all Rental Payments authorized or required to be paid by the Lessee under this Lease Agreement during the Maximum Lease Term. 3 ARTICLE 4 RENTAL PAYMENTS 4.1 Amount and Times of Payment. As rental for the Equipment, the Lessee hereby agrees to pay rental payments hereunder in the amounts and on the dates identified in Exhibit B. As set forth on Exhibit B and as provided below,a portion of each rental payment is paid as,and represents payment of, interest, and the balance of each rental payment is paid as, and represents payment of,principal. 4.2 Rental Payments. All Rental Payments required to be made to the Lessor hereunder shall be made by wire transfer or other form of electronic payment in accordance with written instructions provided by the Lessor or, with the Lessor's consent, by such other commercially reasonable method of payment. The Lessee shall pay the Rental Payments in lawful money of the United States of America from moneys legally available therefor. 4.3 Late Charges. Whenever any Rental Payment or other amount payable to Lessor by Lessee hereunder is not paid within ten(10)business days after such due date, Lessee agrees to pay Lessor a late charge on the delinquent amount at the"Default Rate,"which is one percent (1%)per month,or the maximum amount permitted under applicable law,whichever is less. 4.4 f Reserved]. 4.5 Allocation of Interest. A portion of each rental payment shall be allocated to interest,with the imputed interest based on a 360-day year consisting of twelve 30-day months. 4.6 Rental Adjustment. The Lessee hereby represents and covenants that it will take no action which will directly or indirectly affect the exclusion of the interest component of the rental payments hereunder from gross income of the Lessor for Federal income tax purposes or the deductibility of any interest payments made by the Lessor. In the event the Lessee or the Lessor shall receive notice from the Internal Revenue Service that any of the interest components of rental payments hereunder may not be excluded from the Lessor's gross income for purposes of federal income taxation,the rental payments hereunder shall be adjusted to preserve the Lessor's after-tax economic yield with respect to the rental payments hereunder, taking into account any interest expense deductions lost by the Lessor as a direct or indirect result of the Lessee's actions. The Lessee hereby agrees to make adjusted rental payments hereunder in the event of a breach of the representations set forth hereinabove. 4.7 Continuation of Lease Term.The Lessee currently intends,subject to the provisions of Article 15,to continue the Lease Term through the Original Term and all of the Renewal Terms and to pay the Rental Payments hereunder. The Lessee reasonably believes that legally available funds in an amount sufficient to make all Rental Payments during the Original Term and each of the Renewal Terms can be obtained. The responsible financial officer of the Lessee will do all things lawfully within his or her power to obtain and maintain funds from which the Rental Payments may be made, including making provision for such Rental Payments to the extent necessary in each proposed annual budget submitted for approval in accordance with applicable procedures of the Lessee and to exhaust all available reviews and appeals in the event such portion 4 of the budget is not approved. Notwithstanding the foregoing, the decision whether or not to budget or appropriate funds or to extend this Lease Agreement for any Renewal Term is solely within the discretion of the then current governing body of the Lessee. ARTICLE 5 ESCROW FUND 5.1 Escrow Fund. On the Commencement Date, Lessor and Lessee shall enter into an escrow agreement in form and substance attached hereto as Exhibit K(the"Escrow Agreement") dated the Commencement Date, by and among Lessor, Lessee, and the escrow agent named therein,relating to the non-interest bearing escrow fund(an"Escrow Fund")created thereunder. On the Commencement Date,Lessor shall deposit:$7,383,861.00 into the Escrow Fund to be held in escrow and applied upon the express terms and conditions of the Escrow Agreement for the acquisition of the Equipment and payment of costs of issuance relating to this Lease Agreement, which shall be disbursed as provided for in the Closing Memorandum attached hereto and the Escrow Agreement. ARTICLE 6 RESPONSIBILITIES OF LESSEE 6.1 Care and Use. The Lessee shall use the Equipment in a careful and proper manner, in compliance with all applicable laws and regulations, and at its sole cost and expense, service, repair and maintain the Equipment so as to keep the Equipment in good condition, repair, appearance and working order for the purposes intended, ordinary wear and tear excepted, and shall replace any part of the Equipment as may from time to time become worn out, lost, stolen, destroyed or damaged or is unfit for use.Any and all additions to or replacements of the Equipment and all parts thereof shall constitute accessions to the Equipment and shall be subject to all the terms and conditions of this Lease Agreement and included in the term "Equipment"as used in this Lease Agreement. If requested by the Lessor,the Lessee shall enter into or cause to be entered into, and maintained in full force and effect during the term of this Lease Agreement, standard maintenance contracts satisfactory to the Lessor covering the Equipment and shall comply with all its obligations thereunder. The Lessee shall furnish evidence to the Lessor of such signed maintenance agreement at or prior to the date of this Lease Agreement and the payment of all charges and premiums therefor. With Lessor's prior written consent, Lessee may undertake maintenance of the Equipment by its employees in lieu of such a maintenance agreement. Substitute maintenance may be used if first approved by the Lessor in writing. Upon the early termination of this Lease Agreement pursuant to Article 14 and 15, the Lessee shall permit the Lessor to remove the Equipment from the premises in the same condition as originally received, ordinary wear and tear excepted,and in such a condition which will permit the Lessor to be eligible for such standard maintenance contract without incurring any expense to repair or rehabilitate the Equipment. 6.2 Inspection. The Lessor shall have the right upon reasonable prior notice to the Lessee to enter into and upon the premises where the Equipment is located to inspect the Equipment and observe its use during normal business hours. 5 6.3 Utilities. The Lessee shall pay all charges for gas, water, steam, electricity, light, heat or power,telephone or other utility service,if any,furnished to or used in connection with the Equipment during the term of this Lease Agreement. There shall be no abatement of rental payments on account of interruption of any such services. 6.4 Taxes. The Lessee agrees to pay when due any and all taxes relating to the Equipment and the Lessee's obligations hereunder, including but not limited to, all license or registration fees, gross receipts tax, sales and use tax, if applicable, license fees, documentary stamp taxes,rental taxes,assessments,charges,ad valorem taxes,excise taxes,and all other taxes, licenses and charges imposed on the ownership, possession or use of the Equipment by any governmental body or agency, together with any interest and penalties, other than taxes on or measured by the net income of the Lessor. 6.5 Alterations. Without the prior written consent of the Lessor, which consent shall not be unreasonably withheld, the Lessee shall not make any alterations, modifications or attachments to the Equipment which cannot be removed without materially damaging the functional capabilities or economic value of the Equipment. Upon return of the Equipment and at the Lessor's request,the Lessee at its sole cost and expense,will remove all alterations,additions and attachments and repair the Equipment as necessary to return the Equipment to the condition in which it was furnished,ordinary wear and tear excepted. 6.6 Transportation and Installation Charges. The Lessee shall be responsible for all charges relating to the transportation of the Equipment to the Lessee's location and the installation at such location. 6.7 Insurance. The Lessee shall continuously maintain at its sole cost and expense or cause to be maintained(a)public liability insurance for death or injuries to persons,or damage to property arising out of or in any way related to the Equipment sufficient to protect the Lessor and its assigns from liability in all events;(b)casualty insurance on the Equipment covering such risks as are customarily insured against by reasonable and prudent government bodies of like size for such equipment, and in such amounts at a minimum equal to the greater of the outstanding principal amount under this Lease Agreement or the replacement value of the Equipment with such deductibles as required,and with such insurance companies as shall be reasonably satisfactory to the Lessor; and(c)workers' compensation coverage as required by the laws of the State. Lessor shall be named as an additional insured on any such policy and all insurance for loss or damage shall provide that losses if any,shall be payable to the Lessor. Reasonable evidence of all required liability insurance shall be provided to the Lessor. The Lessee shall pay the premiums therefor and deliver to the Lessor the policies of insurance or duplicates thereof and a certification in the form of Exhibit D or other evidence reasonably satisfactory to the Lessor of such insurance coverage. Each insurer shall also agree by endorsement upon the policy or policies issued by it that it will give thirty(30)days prior written notice to the Lessor of cancellation,non-renewal,or material modification of such policy and ten (10) days prior written notice for non-payment of premium. The proceeds of such insurance,at the option of the Lessee,shall be applied:(a)toward the replacement,restoration or repair of the Equipment,or(b)toward payment of the obligations of the Lessee hereunder. Upon an Event of Default or an Event of Nonappropriation the Lessee shall appoint the Lessor as the Lessee's attorney-in-fact to make claim for, receive payment of, and execute all documents,checks or drafts received in payment of loss or damage under any such 6 insurance policy. In lieu of the insurance policies described above, and with the consent of the Lessor, which consent shall not be unreasonably withheld, the Lessee may self-insure the Equipment by means of a self-insurance program whereby funds are set aside and maintained for the purpose of self-insuring the property of the Lessee. If Lessee chooses to self-insure the Equipment, Lessee will,at all times,provide Lessor with evidence of the self-insurance program in form and substance satisfactory to Lessor. If at any time during the Lease Term,the Lessor in its reasonable discretion, deems it necessary so to do, the Lessee shall provide at its expense an insurance policy covering losses to the Equipment as set forth in this Section 6.7. 6.8 Risk of Loss. Lessee shall bear the entire risk of loss, theft, destruction of or damage to the Equipment or any part thereof from any cause whatsoever during the Lease Term and thereafter until redelivery to a location designated by Lessor,and shall not be relieved of the obligation to pay rental payments or any other obligation hereunder because of any such occurrence. If(a)the Equipment or any portion thereof hereunder is destroyed (in whole or in part)or is damaged by fire or other casualty or(b)title to,or the temporary use of,the Equipment or any part thereof hereunder is taken under the exercise of the power of eminent domain, Lessee shall immediately notify Lessor. Lessee and Lessor shall cause the net proceeds of any insurance claim(including self-insurance)or condemnation award to be applied,at Lessee's option,to(i)the prompt repair, restoration, modification or replacement of the Equipment so affected or (ii)the payment in full of the then applicable Concluding Payment. Any balance of net proceeds remaining after completion of such work or payment of such Concluding Payment shall be paid promptly to Lessee. If the net proceeds are insufficient to pay the costs of such repair,restoration, modification or replacement or to pay such Concluding Payment in full, Lessee shall,at Lessor's direction and sole discretion, either complete the work or pay the then applicable Concluding Payment in full,and in either case pay any cost in excess of the amount of net proceeds,but only from legally available funds. In the event there is no applicable Concluding Payment set forth in the Payment Schedule,the Concluding Payment for any such prepayment set forth in this Section 6.8 shall be in an amount equal to 103% of the outstanding principal balance of this Lease Agreement. 6.9 Performance by the Lessor of the Lessee's Responsibilities. Any performance required of the Lessee or any payments required to be made by the Lessee,if not timely performed or paid,may be performed or paid by the Lessor,and in that event,the Lessor shall be immediately reimbursed by the Lessee for these payments and for any costs and expense, legal or otherwise, associated with the payments or other performance by the Lessor, with interest thereon at the Default Rate. 6.10 Financial Statements. The Lessee agrees that it will furnish the Lessor at such reasonable times as the Lessor shall request, but in no event later than ten(10)days prior to the end of each Fiscal Year, current financial statements, including without limitation the Lessee's annual budget or other proof of appropriation for the ensuing Fiscal Year and such other information relating to Lessee's ability to continue the Lease Term for the next succeeding Fiscal Year, and permit the Lessor or its agents and representatives to inspect the Lessee's books and records and make extracts therefrom. Additionally, Lessee shall furnish to Lessor as soon as available,but in no event later than 180 days after the end of each Fiscal Year,the audited financial statements of Lessee,in customary and reasonable detail including the report provided by Lessee's auditor. The Lessee represents and warrants to the Lessor that all financial statements which have 7 been delivered to the Lessor, if any, and accurately reflect the Lessee's financial condition and there has been no material adverse change in Lessee's financial condition as reflected in the statements since the date thereof. ARTICLE 7 EQUIPMENT 7.1 Title. Title to the Equipment and any and all additions, repairs, replacements or modifications thereto,shall be deemed to be vested in the Lessee subject to the rights of the Lessor hereunder from and after the date of the acceptance of the Equipment so long as the Lessee shall not be in default hereunder, and shall vest permanently in the Lessee upon the completion of all rental payments,free and clear of any lien or security interest of the Lessor therein. Immediately upon the occurrence of an event of default by the Lessee hereunder,title to the Equipment(and all additions,repairs,replacements or modifications thereto)shall revert to the Lessor,free and clear of any right,title or interest of the Lessee unless the Lessor elects otherwise,without the necessity of any further action or the execution of any documents by the parties. Lessee will,nevertheless, execute and deliver any such instruments as Lessor may request to evidence such transfer. Lessee irrevocably designates, makes, constitutes and appoints Lessor and its assignee as Lessee's true and lawful attorney(and agent-in-fact)with power,at such time of termination or times thereafter as Lessor in its sole and absolute discretion may determine, in Lessee's or Lessor's or such assignee's name, to endorse the name of Lessee upon any bill of sale, document, instrument, invoice, freight bill, bill of lading or similar document relating to the Equipment in order to vest title in Lessor and transfer possession to Lessee. 7.2 Security Agreement. (a) The provisions of this Section 7.1(a) apply generally to all Equipment, regardless of the type, and the Escrow Fund. To secure the performance of all of Lessee's obligations hereunder,Lessee hereby grants to Lessor,and Lessor shall have and retain,a security interest constituting a first priority and perfected lien and security interest on the Equipment delivered hereunder and on any attachments, proceeds therefrom. Lessee agrees to execute and deliver such additional documents, including, without limitation, opinions of counsel, financing statements, landlord-tenant or mortgagee waivers, notices and similar instruments, in form satisfactory to Lessor, that Lessor deems necessary or appropriate to establish and maintain its security interest in the Equipment or for the confirmation or perfection of Lessor's rights hereunder. As further security therefor, Lessee hereby grants to Lessor a first priority security interest in the cash and negotiable instruments from time to time in the Escrow Fund and all proceeds(cash and non-cash)thereof,and agrees with respect thereto that Lessor shall have all the rights and remedies of a secured party under the applicable provisions of the Uniform Commercial Code as enacted in the applicable state. Lessee, at its expense, will protect and defend Lessee's rights in the Equipment and Lessor's rights and interests therein and will keep the Equipment free and clear from any and all claims, liens, encumbrances and legal processes of Lessee's creditors and other persons. Lessor shall have the right during normal hours, upon reasonable prior notice to Lessee, to enter upon the premises where the Equipment is located in order to inspect the Equipment. Lessee agrees that financial statements may be filed with respect to the security interest in the Equipment. 8 (b) During the Lease Term, ownership and legal title of all of the Equipment and all substitutions,repairs,modifications,and replacements shall be in Lessee,and Lessee shall take all necessary action to vest such ownership and title in Lessee. Lessor does not own the Equipment, and, by this Lease Agreement, Lessor is merely financing the acquisition of the Equipment for the Lessee. Lessor has not been in the chain of title, does not operate, control or have possession or control over the Equipment,or Lessee's use,maintenance,operation, storage, or maintenance of the Equipment. Lessee is entitled to use and possession of the Equipment, subject to the rights of Lessor hereunder (including its interest in the Equipment as the lessor hereunder). If Lessor terminates this Lease Agreement pursuant to the terms hereof, all rights, title, and interests in the Equipment shall immediately vest in Lessor free and clear of any right, title or interest of Lessee. Lessee, at its expense, will protect and defend Lessee's rights in the Equipment and Lessor's rights and interests therein and will keep the Equipment free and clear from any and all claims, liens, encumbrances and legal processes of Lessee's creditors and other persons. 7.3 Personal Property;No Encumbrances. The Equipment is,and shall at all times be and remain, personal property notwithstanding that the Equipment or any part thereof may now be, or hereafter become, in any manner affixed or attached to, or imbedded in, or permanently resting upon, real property or any building thereon or any fixtures, or attached in any manner to what is permanent by any means of cement,plaster,nails,bolts,screws or otherwise. Upon request of the Lessor, Lessee shall obtain,as to any place where the Equipment is located, a waiver from the landlord and mortgagee thereof with respect to any rights they may have in and to the Equipment or the rights of levy or seizure thereon. Lessee shall not create,incur,assume or permit to exist any mortgage, pledge, lien, security interest, charge or other encumbrance of any nature whatsoever on any of the real estate where the Equipment is or will be located or enter into any agreement to sell or assign or enter into any sale/leaseback arrangement of such real estate without the prior written consent of Lessor;provided,that if Lessor or its assigns is furnished with a waiver of interest in the Equipment acceptable to Lessor or its assigns in its discretion from any party taking an interest in any such real estate prior to such interest taking effect,such consent shall not unreasonably withheld. 7.4 Liens. The Lessee shall not directly or indirectly create, incur,assume or suffer to exist any mortgage,pledge,lien,charge,security interest,encumbrance or claim on or with respect to the Equipment or any interest therein, except for the lien and security interest of the Lessor therein created under this Lease Agreement. The Lessee shall promptly,at its own expense,take such action as may be necessary to duly discharge any such mortgage, pledge, lien, security interest,charge,encumbrance or claim if the same shall arise at any time. 7.5 Acceptance and Written Notice of Defects; Inspection. Lessee will order the Equipment, cause the Equipment to be delivered and installed at the location(s) specified on Exhibit B and pay any and all delivery and installation costs in connection therewith. Immediately upon receipt and installation of the Equipment, the Lessee shall inspect the Equipment. Unless the Lessee gives the Lessor written notice of each defect or other proper objection to the Equipment before the execution of the Acceptance Certificate and Payment Request, it shall be conclusively presumed upon execution of an Acceptance Certificate and Payment Request, as between the Lessor and the Lessee, that Lessee has fully inspected and acknowledged that the Equipment described in the Acceptance Certificate and Payment Request is in good condition and repair,has 9 been properly installed and is performing satisfactorily, and that the Lessee is satisfied with and has accepted such Equipment in such good condition and repair. After it has been delivered and installed, the Equipment will not be moved from the location(s) specified on Exhibit B without Lessor's consent,which consent will not be unreasonably withheld. 7.6 Use of Equipment; Maintenance and Repairs. Lessee shall keep the Equipment within the State specified on Exhibit B in the"Equipment Location"section and Lessee shall not remove any of the Equipment therefrom without Lessor's prior written consent. Lessee shall use the Equipment for the purpose for which such Equipment was designed. Lessee shall at all times and at the Lessee's sole cost and expense operate, maintain, service and repair the Equipment in good operating order, repair and condition (A) in accordance and consistent with (1) the manufacturer's warranties, recommendations and all maintenance and operating manuals or service agreements,whenever furnished or entered into,including any subsequent amendments or replacements thereof,issued by the manufacturer,(2)the requirements of all applicable insurance policies,(3)preserving all rights to any warranties, indemnities or other rights or remedies (such service to include monitoring the degradation of the Equipment and enforcing or assisting with the enforcement of the applicable warranties with respect to such degradation),(4)all applicable laws, ordinances, regulations or requirements of any governmental authority, official, board or department relating to its installation, possession, use or maintenance, and (5) prudent industry standards; and (B) without limiting the foregoing, so as to cause the Equipment to be in at least the same condition as when delivered to the Lessee hereunder,except for ordinary wear and tear. Lessee shall not make any alterations, additions, or improvements to the Equipment that are not readily removable without causing damage to or reducing the value of the Equipment. All alterations,additions,or improvements not readily removable shall become property of Lessor. 7.7 Essentiality. Lessee represents that, with respect hereto, (a)the use and operation of the Equipment is essential to its proper, efficient, and economic governmental operation and (b)the functions performed by the Equipment could not be transferred to other equipment available for its use. Lessee does not intend to sell or otherwise dispose of the Equipment or any interest therein prior to the last rental payment scheduled to be paid hereunder. On the Commencement Date, Lessee shall complete and provide Lessor a certificate in the form of Exhibit E. 7.8 Sublease. Lessee will not sublease or otherwise in any manner transfer,deliver or, except as expressly consented to by Lessor,relinquish possession(except on a temporary basis for repair or maintenance)or use of the Equipment without the prior written consent of Lessor. 7.9 No Warranties. Lessee acquires and leases the Equipment "AS IS." Lessee acknowledges that Lessor did not manufacture the Equipment. Lessor does not represent the manufacturer,supplier,owner or dealer,and Lessee selected the Equipment based upon Lessee's own judgment. Lessor makes no warranties, express or implied, including warranties of merchantability or fitness for a particular purpose or otherwise or as to the Equipment's value, design,condition,use,capacity or durability. Lessee agrees that regardless of cause,Lessor is not responsible for, and Lessee will not make any claim against Lessor for, any damages, whether consequential, direct, special or indirect incurred by Lessee in connection with the Equipment. Neither the manufacturer, supplier or dealer nor any salesperson, employee or agent of the manufacturer, supplier or dealer is Lessor's agent or has any authority to speak for Lessor or to 10 bind Lessor in any way. For and during the Lease Term, Lessor assigns to Lessee any manufacturer's or supplier's product warranties,express or implied,applicable to any Equipment and Lessor authorizes Lessee to obtain the customary services furnished in connection with such warranties at Lessee's sole expense. Lessee agrees that(a)all Equipment will have been purchased in accordance with Lessee's specifications from suppliers selected by Lessee,(b) Lessor is not a manufacturer or dealer of any Equipment and has no liability for the delivery or installation of any Equipment, (c)Lessor assumes no obligation with respect to any manufacturer's or supplier's product warranties or guaranties, (d)no manufacturer or supplier or any representative of said parties is an agent of Lessor,and(e)any warranty,representation,guaranty or agreement made by any manufacturer or supplier or any representative of said parties shall not be binding upon Lessor. ARTICLE 8 WARRANTIES AND REPRESENTATIONS OF THE LESSEE The Lessee warrants and represents to the Lessor as follows, which representations and warranties shall be continuing. (a) The Lessee is a political subdivision within the meaning of Section 103(c) of the Code and will do or cause to be done all things necessary to preserve and keep in full force and effect its existence as such. Lessee has a substantial amount of one or more of the following sovereign powers: (i)the power to tax;(ii)the power of eminent domain;and(iii)police powers. (b) The Lessee is authorized under the Constitution and laws of the State to enter into this Lease Agreement and the transactions contemplated hereby and to perform all of its obligations hereunder. (c) The execution and delivery of this Lease Agreement by or on behalf of the Lessee has been duly authorized by all necessary action of the Governing Body, and the Lessee has obtained such other approvals and consents as are necessary to consummate this Lease Agreement. The Lessee further represents and warrants that all requirements have been met and procedures have been followed in order to ensure the enforceability of this Lease Agreement in accordance with its terms. (d) The Lessee has complied with such public bidding requirements as may be applicable to this Lease Agreement and has complied or will comply with such requirements for the acquisition of the Equipment hereunder. (e) The Lessee shall cause to be executed and delivered to the Lessor (1) an incumbency and closing certificate in substantially the form attached as Exhibit F hereto, (2) an Opinion of Lessee's Counsel in substantially the form attached as Exhibit G hereto and(3)a Tax Opinion of Lessee's Counsel in substantially the form attached as Exhibit H hereto. (f) The Lessee has an immediate need for,and expects to make immediate use of all of the Equipment which need is not temporary or expected to diminish during the term of this Lease Agreement. 11 (g) The execution, delivery and performance of this Lease Agreement and transactions contemplated herein will not violate any judgment,order,law or regulation applicable to the Lessee or result in any breach of, or constitute a default under, any indenture, mortgage, deed of trust,bond, loan or credit agreement or other instrument to which the Lessee is a party or by which it is bound. (h) There are no actions,suits or proceedings pending or, to the knowledge of the Lessee, threatened against or affecting the Lessee in any court or before any governmental commission, board or authority which, if adversely determined, would have a material adverse effect on the ability of the Lessee to perform its obligations hereunder. (i) The Equipment is essential to and will be used only for the purpose of performing one or more governmental functions of the Lessee consistent with the scope of the Lessee's authority and will not be used in a trade or business of any person or entity. The Lessee shall execute and deliver to Lessor an Essential Use Certificate in form and substance reasonably satisfactory to the Lessor. (j) The Equipment is, and shall remain during the term of this Lease Agreement,personal property. (k) The Lessee will promptly and duly execute and deliver to the Lessor such further documents,instruments and assurances and take such further action as the Lessor may from time to time reasonably request in order to carry out the intent and purpose of this Lease Agreement and to establish and protect the rights and remedies created or intended to be created in favor of the Lessor hereunder. (I) The Lessee has sufficient funds in its budget for the current Fiscal Year to pay the aggregate amount of the rental payments due under this Lease Agreement during the current Fiscal Year, if any. The Lessee has never failed to pay payments coming due under any bond issue, lease purchase agreement or other indebtedness obligation of the Lessee. (m) The useful life of the Equipment will not be less than the Lease Term. (o) Lessee will pay all costs of acquiring the Equipment in excess of the amount deposited by Lessor in the Escrow Fund allocated to payment of costs of the Equipment. (p) Lessee is the fee owner of the real estate where the Equipment is and will be located and has good and marketable title thereto,and there exists no mortgage,pledge, lien, security interest, charge or other encumbrance of any nature whatsoever on or with respect to such real estate. The Equipment is not a replacement, repair, substitution or proceeds of any equipment or personal property subject to a prior lien or security interest of a third party. 12 ARTICLE 9 WARRANTIES AND REPRESENTATIONS OF THE LESSOR The Lessor warrants and represents to the Lessee as follows, which representations and warranties shall be continuing. (a) The Lessor is a corporation duly incorporated under the laws of the State and is in good standing with the State and is duly authorized to enter into the transactions contemplated by this Lease Agreement and to carry out its obligations hereunder; (b) The Lessor has full power and authority to enter into this Lease Agreement and all other documents relating thereto and the performance of the Lessor's obligations hereunder have been duly and validly authorized,executed and delivered by the Lessor and approved under all laws, regulations and procedures applicable to Lessor and this Lease Agreement constitutes a valid,legal and binding obligation of the Lessor,enforceable in accordance with its terms; (c) Lessor hereby assigns to Lessee,to the extent that it may lawfully do so,so long as no Event of Default and no Event of Nonappropriation shall have occurred and be continuing hereunder, all rights and benefits that Lessor may have under any warranty, guaranty or the like that may be made with respect to the Equipment by the manufacturer, seller and/or supplier(collectively,the"Vendor")thereof. To the fullest extent permitted by applicable law, Lessor shall not be liable to Lessee or any third party for any loss, damage, injury or expense of any kind or nature caused directly or indirectly by any of the Equipment or the use or maintenance thereof or any defect therein,the failure of operation thereof or by any interruption of service or loss of use thereof or for any loss of business or damage whatsoever and howsoever caused. Lessor makes no warranty as to the treatment of this Lease for tax or accounting purposes or as to the compliance of the Equipment with applicable government regulations or requirements. Lessee agrees to look solely to the Vendor for any claim arising from any defect, breach of warranty, failure or delay in delivery, mis-delivery or inability to use the Equipment for any reason whatsoever and Lessee's obligations to Lessor hereunder shall not in any manner be affected thereby,including(without limitation)Lessee's obligations to pay Lessor all rental payments and other amounts payable hereunder, subject to Article 15 hereof. Lessee has selected both the Equipment and the Vendor and acknowledges that Lessor has not participated in any way in Lessee's selection of the Equipment or the Vendor. Lessor has no obligation to install,erect,test, adjust,service or maintain the Equipment. (d) NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY LESSEE HAS SELECTED EACH ITEM,TYPE, QUALITY, QUANTITY AND SUPPLIER OF THE EQUIPMENT BASED UPON RECOMMENDATIONS OF ITS INDEPENDENT CONSULTANTS PRIOR TO HAVING REQUESTED LESSOR TO FINANCE THE SAME AND THAT LESSOR HAS NOT MADE ANY, AND MAKES NO, WARRANTEES OR REPRESENTATIONS,EXPRESS OR IMPLIED,AS TO ANY MATTER RELATING TO THE SUITABILITY OF THE EQUIPMENT, ITS VALUE, DESIGN, CONDITION, DURABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, MERCHANTABILITY, OPERATION, MATERIALS, WORKMANSHIP AND/OR ITS 13 QUALITY. AS BETWEEN LESSEE AND LESSOR, LESSEE LEASES, PURCHASES AND ACQUIRES THE EQUIPMENT"AS IS""WHERE IS"AND"WITH ALL FAULTS." (e) Lessee agrees that Lessor shall have no liability or be obligated in any manner for any obligation, loss,expense,claim,damage,action,suit or proceeding arising out of, connected with, or resulting directly or indirectly from the Equipment, including without limitation, the manufacture, selection, delivery, installation, possession, condition, lease, use, operation or return of the Equipment, notwithstanding the full payment of all obligations under this Lease Agreement. ARTICLE 10 INTENTIONALLY OMITTED ARTICLE 11 TAX COVENANTS AND INDEMNIFICATION 11.1 Covenants. The parties assume that the Lessor can exclude the interest component of the rental payments from Federal gross income. The Lessee covenants and agrees that it will (i)rebate an amount equal to any excess earnings on the Escrow Fund to the Federal Government if required by, and in accordance with, Section 148(f) of the Code, and make the annual determinations, and maintain the records required by and otherwise comply with all regulations applicable thereto; (ii)register in writing the owner of this Lease Agreement so as to meet the applicable requirements of Section 149(a)(3)of the Code;(iii)timely file a Form 8038-G with the Internal Revenue Service in accordance with Section 149(e) of the Code; (iv)not permit the Equipment to be directly or indirectly used for a private business use within the meaning of Section 141 of the Code; and (v)comply with all provisions and regulations applicable to excluding interest from Federal gross income pursuant to Section 103 of the Code. 11.2 Further Covenants. The Lessee further covenants that it will not take any action, or fail to take any action, if any such action or failure to take action would adversely affect the exclusion from gross income of the interest portion of the rental payments made hereunder under Section 103 of the Code. The Lessee will not directly or indirectly use or permit the use of any proceeds available from the Lessor or any other funds of the Lessee, or take or omit to take any action that would cause the lease purchase obligation evidenced by this Lease Agreement to be an "arbitrage bond"within the meaning of Section 148(a) of the Code.To that end, the Lessee will comply with all requirements of Section 148 of the Code to the extent applicable to the lease purchase obligation evidenced by this Lease Agreement. 11.3 Indemnification. If the Lessor receives notice, in any form, from the Internal Revenue Service that it has determined that the Lessor may not exclude any interest paid hereunder from Federal gross income because the Lessee breached a covenant contained herein, then the Lessee shall pay to the Lessor,within ninety(90)days after the Lessor notifies the Lessee of such determination, an amount which, with respect to the rental payments previously paid and taking into account all penalties,fines, interest and additions to tax(including all federal,state and local taxes imposed on the interest component of all rental payments due through the date of such event), 14 will restore to the Lessor its after-tax yield(assuming tax at the highest marginal tax rate and taking into account the time of receipt of payments and reinvestment at the after-tax yield rate) on the transaction evidenced by this Lease Agreement through the date of such payment. Additionally, the Lessee agrees that upon the occurrence of such an event, it shall pay as additional rent to the Lessor on such succeeding rental payment due date such amount as will maintain such after-tax yield to the Lessor. Notwithstanding the foregoing,the Lessee's obligations under this paragraph shall be subject to the appropriation of funds for such purpose by the Governing Body. ARTICLE 12 GENERAL INDEMNIFICATION The Lessee hereby agrees to indemnify,protect and save the Lessor harmless,to the extent permitted by law, from all liability, obligations, losses, claims, damages, actions, suits, proceedings, costs and expenses, including attorneys' fees, arising out of, connected with, or resulting directly or indirectly from the Equipment,including without limitation,the manufacture, selection, delivery, possession, condition, lease, use, operation or return of the Equipment. The indemnification arising under this section shall continue in full force and effect notwithstanding the full payment of all obligations due under this Lease Agreement.Notwithstanding the foregoing, the Lessee does not waive any sovereign immunity or other defense which may be available to it under applicable law. ARTICLE 13 INTENTIONALLY OMITTED ARTICLE 14 DEFAULT AND REMEDIES 14.1 Definition of Default. The Lessee shall be deemed to be in default hereunder upon the happening of any of the following events of default, which default (other than a monetary default under Section 14.1(a)) is not cured within thirty (30) days after receipt of written notice thereof(an"Event of Default"). (a) The Lessee shall fail to make any rental payment or pay any other sum under this Lease Agreement when due or shall fail to perform or observe any term or condition or covenant of this Lease Agreement,subject to the last paragraph of this Section 14.1. (b) Proceedings under any bankruptcy, insolvency, reorganization or similar litigation shall be instituted by or against the Lessee, or a receiver, custodian or similar officer shall be appointed for the Lessee or any of its property, and such proceedings or appointments shall not be vacated, or fully stayed, within sixty (60) days after the institution or occurrence thereof. (c) Any warranty,representation or statement made by the Lessee is found to be incorrect or misleading in any material respect on the date made. 15 (d) An attachment,levy or execution is levied upon or against the Equipment. (e) Any insurance carrier cancels any insurance on the Equipment which is required hereunder without the Lessee first providing replacement coverage. (f) The Equipment or any part thereof is abused, illegally used,misused, lost, destroyed or damaged beyond repair. (g) The failure of the officer charged with the preparation of the Lessee's budget to include in the budget for each Fiscal Year of the Lessee during the Lease Term a request that the Governing Body appropriate in such Fiscal Year the amount of the rental payments and other payments due under this Lease Agreement during such Fiscal Year. Notwithstanding anything contained in this Section to the contrary,a failure by the Lessee to pay when due any payment required to be made under this Lease Agreement or a failure by the Lessee to observe and perform any covenant,condition or agreement on its part to be observed or performed under this Lease Agreement, resulting from a failure by the Governing Body to the appropriate money for such purposes after a request to appropriate in accordance with the requirements of Article 15, shall not constitute an Event of Default. Upon any such failure, the provisions of Article 15 shall be applicable. 14.2 Remedies on Default. Upon the occurrence of any Event of Default, the Lessor may exercise any one or more of the following remedies as the Lessor in its sole discretion shall elect. (a) Declare the entire amount of rental payments hereunder immediately due and payable as to any or all items of Equipment without notice or demand to the Lessee. (b) Proceed by appropriate court action to enforce performance by the Lessee of the applicable covenants of this Lease Agreement or to recover for the breach thereof including the payment of rental payments due or to become due hereunder or any deficiency therefor following disposition of the Equipment. (c) With or without terminating this Lease Agreement, enter the premises where the Equipment is located and take possession of the Equipment wherever situated or require Lessee, at Lessee's expense, to promptly return any or all of the Equipment to the possession of Lessor at a place specified by Lessor,without any court order or other process of law and without liability for entering the premises and sell, lease, sublease or make other disposition of the same in a commercially reasonable manner for the account of the Lessee,and apply the proceeds of any such sale, lease, sublease, or other disposition, after deducting all costs and expenses, including court costs and reasonable attorneys' fees, incurred with the recovery, repair, storage and other sale,lease,sublease or other disposition costs,toward the balance due under this Lease Agreement, holding Lessee liable for the difference between (i) the Rental Payments and other amounts payable by Lessee hereunder plus the applicable Concluding Payment,and(ii)the net proceeds of any such sale, lease or sublease; provided that the amount of Lessee's liability under this subparagraph(c)shall not exceed the Rental Payments and other amounts otherwise due hereunder plus the remaining Rental Payments and other amounts payable by Lessee to the end of the Lease Term; and provided further that any liabilities for such remaining Rental Payments and other 16 amounts shall be required to be paid by Lessee only at the times provided for the payment of such amounts under the provisions of this Lease Agreement.. (d) Terminate this Lease Agreement as to all or any part of the Equipment and use,operate, lease or hold the Equipment as the Lessor in its sole discretion may decide. (e) Terminate the Escrow Fund in accordance with Article V hereof. 14.3 Further Remedies. A termination hereunder shall occur only upon notice by the Lessor to the Lessee and only with respect to such portion or portions of the Equipment as the Lessor specifically elects to terminate in such notice. Except as to those parts of the Equipment with respect to which there is a termination,this Lease Agreement shall remain in full force and effect and the Lessee shall be and remain liable for the full performance of all its obligations hereunder. All remedies of the Lessor are cumulative and may be exercised concurrently or separately. The exercise of any one remedy shall not be deemed an election of such remedy or preclude the exercise of any other remedy. 14.4 Reinstatement. Notwithstanding the exercise of any remedy granted by either Article 14 or Article 15 of this Lease Agreement,if all amounts that have become due and payable to the Lessor have been paid,all other things have been performed in respect of which there was a default and there has been paid the reasonable fees and expenses of the Lessor, including administrative expenses and attorneys' fees paid or incurred, then the Event of Default or termination for non-appropriation of funds under this Lease Agreement shall be waived without further action on the part of any party hereto. Upon such payment and waiver, this Lease Agreement shall be fully reinstated, as if it had never been terminated, and the Lessee shall be restored to the use and possession of the Equipment. ARTICLE 15 NON-APPROPRIATION 15.1 Nonappropriation. Lessee is obligated only to pay such Rental Payments under this Lease Agreement as may lawfully be made from funds budgeted and appropriated for that purpose during Lessee's then current fiscal year. In the event sufficient funds will not be appropriated or are not otherwise legally available to pay the Rental Payments required to be paid in the next occurring Renewal Term,as set forth in the Payment Schedule attached as Schedule 1 to Exhibit B hereto, this Lease Agreement will be deemed to be terminated at the end of the then current Original Term or Renewal Term. Lessee agrees to deliver notice to Lessor of such termination at least 90 days prior to the end of the then current Original Term or Renewal Term, but failure to give such notice will not extend the Lease Term beyond such Original Term or Renewal Term. If this Lease Agreement is terminated in accordance with this Section, Lessee agrees, at Lessee's cost and expense, to peaceably deliver the Equipment to Lessor at the location or locations specified by Lessor. 15.2 Rental Payments to Constitute a Current Expense of Lessee. The obligation of Lessee to pay Rental Payments hereunder will constitute a current expense of Lessee,is from year to year and does not constitute a mandatory payment obligation of Lessee in any fiscal year beyond 17 the then current fiscal year of Lessee. Lessee's obligation hereunder will not in any way be construed to be an indebtedness of Lessee in contravention of any applicable constitutional,charter or statutory limitation or requirement concerning the creation of indebtedness by Lessee,nor will anything contained herein constitute a pledge of the general credit,tax revenues,funds or moneys of Lessee. ARTICLE 16 ASSIGNMENT 16.1 Assignment By Lessee. The Lessee agrees not to sell, assign, lease, sublease, pledge or otherwise encumber or suffer a lien or encumbrance upon or against any interest in this Lease Agreement or the Equipment(except for the lien and security interest of the Lessor therein) or to remove the Equipment from its place of installation without the Lessor's prior written consent which shall not be unreasonably withheld and an opinion of nationally recognized counsel in the area of tax exempt municipal obligations satisfactory to Lessor that such subleasing will not adversely affect the exclusion of the interest components of the Rental Payments from gross income for federal income tax purposes. The Lessee's interest herein may not be assigned or transferred by operation of law. 16.2 Assignment By The Lessor. Lessor's interest in,to and under this Lease Agreement and the Equipment may be assigned and reassigned in whole or in part to one or more assignees by Lessor without the necessity of obtaining the consent of Lessee;and such assignment,transfer or conveyance shall be made only to (i) an affiliate of Lessor or (ii) banks, insurance companies, government entities, conduits,trusts,custodians or other financial institutions or their affiliates,but no such assignment, transfer or conveyance shall be effective as against Lessee unless and until Lessor has delivered to Lessee written notice thereof that discloses the name(s) and address(es)of the assignee(s)or the Lease Servicer (as hereafter provided). Nothing herein shall limit the right of Lessor or its assignees to sell, assign or grant participation interests in this Lease Agreement to one or more entities listed in(i) or(ii); provided that if such assignment is made pursuant to a participation, custodial or similar agreement under which multiple ownership interests in this Lease Agreement are created, it shall establish a single entity, owner, servicer or other fiduciary or agent to act on behalf of all of the holders of such participation interests (herein referred to as the "Lease Servicer")with respect to the rights and interests of such holders hereunder,including the exercise of rights and remedies thereunder upon the occurrence of an event of default,and further including the maintenance of a register by which a record of the names and addresses of such holders as of any particular time is kept and agrees, upon request of Lessee, to furnish such information to Lessee. Lessee will retain all notices of assignment as a register of all assignees and will make all payments to the assignee, assignees or Lease Servicer designated in such register. Lessee agrees to execute all documents, including notices of assignment and chattel mortgages or financing statements that may be reasonably requested by Lessor or any assignee to protect its interest in the Equipment and in this Lease Agreement and agrees to the filing of financing statements with respect to the Equipment and this Agreement. Lessee will not have the right to and will not assert 18 against any assignee any claim, counterclaim, defense, set-off or other right Lessee may have against Lessor. ARTICLE 17 NATURE OF AGREEMENT The Lessor and the Lessee agree that it is their intention that, for federal income tax purposes, the interest of the Lessor in the Equipment is as a secured party and the interest of the Lessee is as a debtor,and that the Lessor neither has nor will have any equity in the Equipment. It is the agreement of the Lessor and the Lessee that the aggregate rental payments provided for hereunder constitute the purchase price of the Equipment together with the interest on the unamortized amount thereof over the term of this Lease Agreement,that each installment of Rental Payments constitutes principal and interest, which fully amortizes the purchase price of the Equipment,together with interest, over the term of this Lease Agreement, and that upon the due and punctual payment and performance of the rental payments and other amounts and obligations under this Lease Agreement,title to the Equipment shall vest permanently in Lessee as provided in this Lease Agreement, free and clear of any lien or security of the Lessor therein. ARTICLE 18 OPTION TO PURCHASE; PREPAYMENT 18.1 Option to Purchase. At the option of Lessee,and provided that no Event of Default has occurred and is continuing hereunder, Lessor's interest in all, but not less than all, of the Equipment will be transferred, conveyed and assigned to Lessee, thereby vesting title to the Equipment permanently in Lessee,and this Lease shall terminate: (a)upon payment in full of the rental payments and all other payments then due hereunder or (b)on any rental payment date hereunder, by paying to Lessor, in addition to the rental payment due on such date, an amount equal to the concluding payment (the "Concluding Payment") shown for such rental payment date in the rental payment schedule in Schedule 1 to Exhibit B attached hereto. Lessee shall not have the option to purchase the Equipment hereunder as provided in the foregoing clause (b)on any rental payment date hereunder for which a Concluding Payment is not stated in the rental payment schedule. Notwithstanding anything to the contrary contained herein,the purchase option in this Article 18 is non-assignable and non-transferrable. This option to purchase may be exercised by the Lessee on any Payment Date on or after May 15,2036,and is conditioned upon: (a) the Lessee's having performed all of the terms and conditions of the Lease Agreement between the parties other than the payment of monies not yet due and payable under this Lease Agreement; (b) the Lessee's giving written notice to the Lessor of its election to exercise the option not less than thirty(30) days prior to the date of exercise of the option by the Lessee; and 19 (c) the Lessee's payment of the Concluding Payment in cash at the time of the exercise of the option. 18.2. Prepayment from Excess Moneys in Escrow Fund. Any funds not applied to pay costs of the Equipment and remaining in the Escrow Fund on the earliest of(i) the end of the Acquisition Period or(ii)receipt by the escrow agent named in the Escrow Agreement of a duly Acceptance Certificate and Payment Request identified as the final such request, shall, first be applied to all reasonable fees and expenses incurred by such escrow agent, if applicable, in connection with the Escrow Fund as evidenced by its statement forwarded to Lessor and Lessee; and, second be paid to Lessor, to be applied by Lessor on any Rental Payment Date to all or a portion of the Rental Payment due and owing in the succeeding twelve (12) months and any remaining amounts shall be applied by Lessor as prepayment to the remaining principal balance owing hereunder in inverse order of Rental Payment Dates,unless Lessor directs that payment of such amount be made in such other manner that, in the opinion of nationally recognized counsel in the area of tax exempt municipal obligations satisfactory to Lessor,will not adversely affect the exclusion of the interest components of Rental Payments from gross income for federal income tax purposes. If any such amount is applied against the outstanding principal components of Rental Payments, the Payment Schedule attached hereto will be revised accordingly by Lessor and delivered to Lessee,which shall be binding absent manifest error. ARTICLE 19 MISCELLANEOUS 19.1 Waiver. No covenant or condition of this Lease Agreement can be waived except by the written consent of the Lessor. Any failure of the Lessor to require strict performance by the Lessee or any waiver by the Lessor of any terms,covenants or agreements herein shall not be construed as a waiver of any other breach of the same or of any other term,covenant or agreement herein. 19.2 Severability. In the event any portion of this Lease Agreement shall be determined to be invalid under any applicable law,such provision shall be deemed void and the remainder of this Lease Agreement shall continue in full force and effect. 19.3 Governing Law. This Lease Agreement shall be construed, interpreted and enforced in accordance with the laws of the State of California. 19.4 Notice. All notices made or required to be given pursuant to this Lease Agreement shall be in writing and shall be deemed duly served if and when mailed, certified or registered mail, postage prepaid, return receipt requested,to the other party at its address set forth above or at such other address as such party shall hereafter designate in writing. If to the Lessor,address to: Metro Futures,Inc. 12520 High Bluff Drive,Suite 345 San Diego,California 92130 20 Attention: Brad Chapman Email: Brad@absenergy.com If to the Lessee,address to: City of Huntington Beach 2000 Main Street Huntington Beach,California 92648 Attention: Chau Vu Email:chau.vu@surfcity-hb.org 19.5 Section Headings. All section headings contained herein are for convenience of reference only and are not intended to define or limit the scope of any provision of this Lease Agreement. 19.6 Entire Agreement. This Lease Agreement, together with any schedules hereto, constitutes the entire agreement between the parties and shall not be modified, amended, altered or changed except by written agreement signed by the parties. 19.7 Binding Effect. Subject to the specific provisions of this Lease Agreement, this Lease Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns. 19.8 Further Assurances. The Lessee will promptly and duly execute and deliver to the Lessor such further documents, instruments and assurances and take such further action as the Lessor may from time to time reasonably request in order to carry out the intent and purpose of this Lease Agreement and to establish and protect the rights and remedies created or intended to be created in favor of the Lessor hereunder. 19.9 Time. Time is of the essence of this Lease Agreement. 19.10 Counterparts. This Lease Agreement, and any exhibit hereto,may be executed in one or more counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument. 19.11 No Third-Party Beneficiaries. This Lease Agreement and any documents or certificates executed in connection with,or pursuant to it,are intended only for the benefit of the Lessor, the Lessee and the Escrow Agent, and no rights are intended, or shall be deemed to be, granted to any other parties thereby. 19.12 Exhibits. This Agreement includes the Exhibits attached hereto, all of which Exhibits are made a part hereof for all purposes. Lessee and Lessor agree that if any Exhibit to this Agreement contains blanks,the same shall be completed correctly and in accordance with this Agreement prior to or at the time of the execution and delivery thereof. 19.13. Electronic Transactions. The parties agree that the transaction described herein may be conducted and related documents may be stored by electronic means. Copies,telecopies, 21 facsimiles,electronic files and other reproductions of original executed documents shall be deemed to be authentic and valid counterparts of such original documents for all purposes, including the filing of any claim,action or suit in the appropriate court of law. 19.14 Lessee's Notice Filings Related to this Lease Agreement for SEC Rule 15c2-12. In connection with Lessee's compliance with any continuing disclosure undertakings (each, a "Continuing Disclosure Agreement") entered into by Lessee on and after February 27, 2019, pursuant to SEC Rule 15c2-12 promulgated pursuant to the Securities and Exchange Act of 1934, as amended (the "Rule"), Lessor acknowledges that Lessee may be required to file with the Municipal Securities Rulemaking Board's Electronic Municipal Market Access system, or its successor("EMMA"),notice that Lessee has incurred obligations under this Lease Agreement and notice of certain subsequent events reflecting financial difficulties in connection with this Lease Agreement. Lessee agrees that it shall not file or submit,or permit to be filed or submitted,with EMMA any documentation that includes the following unredacted sensitive or confidential information about Lessor or its affiliates: address and account information of Lessor or its affiliate, e-mail addresses, telephone numbers, fax numbers, names and signatures of officers, employees and signatories of Lessor or its affiliates, or any account information for the Escrow Agreement, unless otherwise required for compliance with the Rule or otherwise required by law. Lessee acknowledges that Lessor is not responsible for Lessee's compliance or noncompliance with the Rule or any Continuing Disclosure Agreement. [Remainder of page intentionally left blank signature pages follow] 22 IN WITNESS WHEREOF, the parties hereto have caused this Lease Agreement to be executed as of the day and year first above written. LESSOR: METRO FUTURES, INC., a California corporation By: .� Name. ' Ch man Title: -sident : CEO LESSEE: CITY OF HUNTINGTON BEACH,a Charter City and Municipal Corporation of the State of California By: Name: Travis Hopkins Title: City Manager COUNTERPART 23 IN WITNESS WHEREOF, the parties hereto have caused this Lease Agreement to be executed as of the day and year first above written. LESSOR: METRO FUTURES, INC., a California corporation By: Name: Brad Chapman Title: President& CEO LESSEE: CITY OF HUNTINGTON BEACH,a Charter City and Municipal Corporation of the State of California By:,�,� Name: r� avis Hopkins Title: City Manager APPROVED AUTO FORM By 2 / MICHAEL ,J.VIGLIOTTA l� CiTY ATTORNEY CITY OF HUNTINGTON BEACH L COUNTERPART 23 EXHIBIT A DESCRIPTION OF EQUIPMENT The Equipment shall mean energy conservation measures to be acquired and installed pursuant to the terms of the City Funded Construction Contract dated November 18, 2025, between Lessee and Alliance Building Solutions, LLC, as described therein, together with all replacements, substitutions, repairs, restorations, modifications, attachments, accessions, additions and improvements thereof or thereto,and all insurance and/or proceeds therefrom. See also"Scope of Work"attached hereto for a further description of the Equipment. This Description of Equipment shall be deemed to be supplemented by the descriptions of the Equipment included in the Certificate of Acceptance and Payment Requests submitted to Lessor for approval pursuant to the Escrow Agreement dated as of May 15,2026,among Lessor,Lessee and Banc of California, as escrow agent, which descriptions shall be deemed to be incorporated herein. Exhibit A-1 EXHIBIT B EQUIPMENT SCHEDULE 1. Lease Agreement: Equipment Lease-Purchase Agreement dated as of May 15, 2026, between the City of Huntington Beach,as lessee,and Metro Futures,Inc.,as lessor 2. Description of the Equipment: See Exhibit A 3. Equipment Location(s): Multiple facilities and locations throughout the city pursuant to City Funded Construction Contract between the City of Huntington Beach and Alliance Building Solutions, LLC dated November 18,2025,including the following facilities: Site Lighting Mechanical Controls Electrical Renewable Upgrades Upgrades Upgrades Upgrades Energy Systems Banning Library X Beach Yard X Bushard Fire Station X Central Library X X X City Gym and Pool X Civic Center Complex X X Corporate Yard X X X X Gothard Fire Station X Helen Murphy Library X Joint Powers Training Center X Junior Lifeguard HQ X Lake Fire Station X X Lifeguard HQ X Magnolia Fire Station X X Murdy Community Center X X X X Murdy Fire Station X Newland Barn X Oakview Community Center X X X Oakview Library X X Search&Rescue Heliport X X Senior Center X X Warner Fire Station X X Exhibit B-1 4. Principal Amount: $7,383,861.00 5. Rental Payment Schedule: The Rental Payments for the Equipment shall be made as set forth in Schedule 1 to Exhibit B attached hereto. 6. Interest Rate: 4.91% 7. Commencement Date: May 15, 2026 8. Final Rental Payment Date: May 15, 2041 9. Lessee's current Fiscal Year extends from July 1, 2025 to June 30, 2026. 10. The terms and provisions of the Lease Agreement are hereby incorporated into this Equipment Schedule by reference and made a part hereof. 11. Lessee hereby represents, warrants, and covenants that (i) its representations, warranties, and covenants set forth in the Lease Agreement are true and correct as though made on the date of execution of this Equipment Schedule, (ii) sufficient funds have been appropriated by Lessee for the payment of all Rental Payments due under the Lease Agreement during Lessee's current Fiscal Year, if any, and (iii) there has been no event which would adversely impact Lessee's obligation to make the Rental Payments. CITY OF HUNTINGTON BEACH, METRO FUTURES, as Lessee as Lessor By: // _ By: Nat Travis Hopkins Name: Brad Chapman Title: City Manager Title: President& CEO APPROVED AS TO FORM By: fI MICHAEL J.VIGLIOTTA CITY ATTORNEY CITY OF HUNTINGTON BEACH COUNTERPART Exhibit B-2 4. Principal Amount: $7,383,861.00 5. Rental Payment Schedule: The Rental Payments for the Equipment shall be made as set forth in Schedule 1 to Exhibit B attached hereto. 6. Interest Rate:4.91% 7. Commencement Date: May 15,2026 8. Final Rental Payment Date: May 15,2041 9. Lessee's current Fiscal Year extends from July 1,2025 to June 30,2026. 10. The terms and provisions of the Lease Agreement are hereby incorporated into this Equipment Schedule by reference and made a part hereof. 11. Lessee hereby represents, warrants, and covenants that(i) its representations, warranties, and covenants set forth in the Lease Agreement are true and correct as though made on the date of execution of this Equipment Schedule,(ii)sufficient funds have been appropriated by Lessee for the payment of all Rental Payments due under the Lease Agreement during Lessee's current Fiscal Year, if any,and(iii)there has been no event which would adversely impact Lessee's obligation to make the Rental Payments. CITY OF HUNTINGTON BEACH, METRO FUTURES, as Lessee as Lessor By: By: an.�'a. Name: Travis Hopkins Name: Title: City Manager Title: Pr ident : CEO COUNTERPART Exhibit B-2 SCHEDULE 1 TO EXHIBIT B RENTAL PAYMENT SCHEDULE Rental Total Interest Principal Concluding Payment Date Rental Payment Portion Portion Payment* 5/15/2026 11/15/2026 $350,670.14 $181,273.79 $169,396.35 Non-Callable 5/15/2027 $350,670.14 $177,115.11 $173,555.03 Non-Callable 11/15/2027 $350,670.14 $172,854.33 $177,815.81 Non-Callable 5/15/2028 $350,670.14 $168,488.95 $182,181.19 Non-Callable 11/15/2028 $350,670.14 $164,016.40 $186,653.74 Non-Callable 5/15/2029 $350,670.14 $159,434.06 $191,236.08 Non-Callable 11/15/2029 $350,670.14 $154,739.21 $195,930.93 Non-Callable 5/15/2030 $350,670.14 $149,929.11 $200,741.03 Non-Callable 11/15/2030 $350,670.14 $145,000.91 $205,669.23 Non-Callable 5/15/2031 $350,670.14 $139,951.73 $210,718.41 Non-Callable 11/15/2031 $350,670.14 $134,778.60 $215,891.54 Non-Callable 5/15/2032 $350,670.14 $129,478.46 $221,191.68 Non-Callable 11/15/2032 $350,670.14 $124,048.20 $226,621.94 Non-Callable 5/15/2033 $350,670.14 $118,484.63 $232,185.51 Non-Callable 11/15/2033 $350,670.14 $112,784.48 $237,885.66 Non-Callable 5/15/2034 $350,670.14 $106,944.39 $243,725.75 Non-Callable 11/15/2034 $350,670.14 $100,960.92 $249,709.22 Non-Callable 5/15/2035 $350,670.14 $94,830.56 $255,839.58 Non-Callable 11/15/2035 $350,670.14 $88,549.70 $262,120.44 Non-Callable 5/15/2036 $350,670.14 $82,114.64 $268,555.50 $3,137,761.11 11/15/2036 $350,670.14 $75,521.60 $275,148.54 $2,857,109.60 5/15/2037 $350,670.14 $68,766.71 $281,903.43 $2,544,376.25 11/15/2037 $350,670.14 $61,845.98 $288,824.16 $2,252,663.85 5/15/2038 $350,670.14 $54,755.34 $295,914.80 $1,953,789.90 11/15/2038 $350,670.14 $47,490.64 $303,179.50 $1,647,578.61 5/15/2039 $350,670.14 $40,047.58 $310,622.56 $1,333,849.82 11/15/2039 $350,670.14 $32,421.80 $318,248.34 $1,012,419.00 5/15/2040 $350,670.14 $24,608.80 $326,061.34 $683,097.05 11/15/2040 $350,670.14 $16,603.99 $334,066.15 $345,690.24 5/15/2041 $350,670.14 $8,402.58 $342,267.56 $0.00 Totals $10,520,104.20 $3,136,243.20 $7,383,861.00 * Lessee may exercise its option to purchase pursuant to Article 18 of the Lease Agreement. Assumes that all Rental Payments and additional rentals due on and prior to that date have been paid.The Concluding Payment 102%of the outstanding principal portion hereof from May 15,2036 through and including November 15,2036; and 101%of the outstanding principal portion hereof from May 15,2037 and any Rental Payment Date thereafter. Exhibit B-3 EXHIBIT C NOTICE AND ACKNOWLEDGEMENT OF ASSIGNMENT OF LEASE AGREEMENT AND ESCROW AGREEMENT Metro Futures, Inc.("Lessor")and the City of Huntington Beach("Lessee")have entered into an that certain Equipment Lease-Purchase Agreement dated May 15, 2026 (the "Lease Agreement"),under which Lessee has,or will have prior to its execution hereof,leased equipment (the"Equipment")described therein. Lessee hereby acknowledges that, pursuant to the terms of the Lease Agreement, Lessor has assigned its right,title,and interest in and to the Lease Agreement,the leased Equipment,and the rental payments to Capital One Public Funding, LLC("Assignee"). Lessee is hereby directed to pay any and all rental payments and other amounts due under the Lease Agreement to Assignee,as directed by Assignee,pursuant to the instructions contained in any invoice or notice. Lessee is also hereby directed to send all correspondence,notice and servicing requests to the Assignee at the following address: Capital One Public Funding, LLC 300 Jericho Quadrangle,3'd Floor Jericho,NY 11753 Email:copfinformation@capitalone.com By signing this Notice and Acknowledgment, Lessee agrees that it will pay all rental payments and other amounts due under the Lease Agreement as directed by Lessee without any set-off notwithstanding any defect in, damage to or requisition of any of the Equipment leased under the Lease Agreement, any other similar or dissimilar event, any defense, set-off, counterclaim or recoupment arising out of any claim against Lessor or Assignee. Lessee further acknowledges and agrees that Assignee has not assumed any of Lessor's obligations or duties under the Lease Agreement or made any warranties whatsoever as to the Lease Agreement or the Equipment. Lessee agrees that no change may be made to the Lease Agreement without the prior written consent of Assignee. Lessee acknowledges that Assignee is acting solely as Assignee for its own loan account and not as a fiduciary for Lessee or in the capacity of broker, dealer,placement agent,municipal securities underwriter or municipal advisor. Assignee has not provided, and will not provide, financial, legal, tax, accounting or other advice to or on behalf of Lessee with respect to its purchase of the Lease Agreement. Lessee has sought and obtained financial,legal,tax,accounting and other advice(including as it relates to structure,timing,terms and similar matters)with respect to the Lease Agreement from its financial,legal and other advisors(and not Assignee)to the extent that Lessee desired to obtain such advice. By signing this Notice and Acknowledgment, Lessee warrants that its representations and Exhibit C-1 warranties under the Lease Agreement are true and correct on the date hereof. Date: May 15,2026 METRO FUTURES, INC. By: I4i Named hapman Title O President ACKNOWLEDGED AND AGREED TO: CITY OF HUNTINGTON BEACH By: Name: Travis Hopkins Title: City Manager COUNTERPART Exhibit C-2 warranties under the Lease Agreement are true and correct on the date hereof. Date: May 15, 2026 METRO FUTURES, INC. By: Name: Brad Chapman Title: CEO &President ACKNOWLEDGED AND AGREED TO: CITY OF HUNTINGTON BEACH Name: Travis Hopkins Title: City Manager APPROVrD p.S?n FORM By �� GL1O11A I/- ,ICtiAi"L vI 1`IEY hP y OF HUN I NG ON BEACH COUNTERPART Exhibit C-2 EXHIBIT D-1 INSURANCE CERTIFICATION [Self-Insurance Certification to be provided by Lessee] Exhibit D-1 CITY OF HUNTINGTON BEACH Travis Hopkins I City Manager May 15, 2026 Metro Futures, Inc. 12520 High Bluff Drive, Suite 345 San Diego, California 92130 Re: Letter regarding Self Insurance for City of Huntington Beach -- Equipment Lease- Purchase Agreement dated as of May 15, 2026 (the "Lease Agreement"), between the City of Huntington Beach, as lessee, and Metro Futures, Inc., as lessor Ladies and Gentlemen: The City of Huntington Beach (the "City") is self-insured for property and liability insurance and maintains adequate self-insurance reserves adequate to cover such losses. Attached hereto is an explanation and description of such coverages. This letter is to advise you that the property and liability insurance coverages stipulated in the Lease Agreement fall within the deductible levels of the City's self-insurance program. Very truly yours, CITY OF HUNTINGTON BEACH By:� id/ Name: Title: Office: (714) 536—5511 I 2000 Main Street, Huntington Beach, CA 92648 I www.huntingtonbeachca.gov S ity City of Huntington Beach 2000 Main Street H� 4 Huntington Beach, California 92648 Certificate of Self Insurance Memorandum Number: FY 25/26, No. 001 This evidence of coverage is used as a matter of information only and confers no rights upon the Certificate Holder. This evidence of coverage does not amend, extend or alter the coverage afforded by the memoranda listed below. Certificate Holder: City of Huntington Beach Coverage Effective: 07/01/25 Coverage Expires: 06/30/26 This is to certify that the City of Huntington Beach is self-insured for general liability claims. Sufficient cash reserves to afford coverage for uninsured losses are maintained at $ 1,000,000. Type of Coverage: General Liability, Comprehensive Auto Liability, Employer's Liability, Workers' Compensation Coverage Limit of Liability/Coverage: $ 1,000,000 Combined Single Limit per Occurrence Certificate Requested By: DeAnna Soria, Risk Management Description of Operation, Vehicle or Property: This certificate is issued to and additonally insures the Certificate Holder, its agents, officers, representatives and employees as proof of the City of Huntington Beach's self-insurance status. It is provided to City of Huntington Beach Risk Management Division at 2000 Main Street, Huntington Beach, CA (92648). Should any of the above coverage for the Covered Party be changed or withdrawn prior to the expiration date issued above, the City of Huntington Beach will mail a 30-day written notice to the Certificate Holder but, failure to mail such notice shall impose no obligation or liability of any kind upon the City of Huntington Beach, its agents, officers or employees. If you have any questions, contact: DeAnna Soria, Risk Manager (714) 536-551 Authorized Representative: /dt-Z-x--,-2 _ EXHIBIT E ESSENTIAL USE CERTIFICATE Metro Futures,Inc. 12520 High Bluff Drive,Suite 345 San Diego,California 92130 May 15,2026 Re: Equipment Lease-Purchase Agreement dated as of May 15, 2026, between the City of Huntington Beach,as lessee,and Metro Futures, Inc.,as lessor 1. What is the specific use of the Equipment? Through managing our control run times of new and existing equipment, we will expand our energy management control system and upgrade existing HVAC and control systems where needed. Additionally, the new equipment will allow us to upgrade interior and exterior lighting,transformers and dilapidated equipment.The solar systems will generate electricity and reduce the use of utility-provided electricity. 2. What increased capabilities will the Equipment provide? The new equipment is expected to provide improved air quality, better ventilation and cooling, better temperature control of occupied spaces along with improved control of equipment run-times,deliver more reliable air supply for conditioned spaces,and improve light levels for interiors and exteriors.The new solar equipment at the facilities is expected to generate electricity and reduce the reliance on the utility. 3. Why is the Equipment essential to your ability to deliver governmental services? The new equipment will improve comfort, alleviate unfunded facility needs, reduce deferred maintenance,and address critical cooling needs for our Staff.It will provide green benefits for the City,reduce use of non-renewable energy sources,and provide cost savings over the life of the project. The operating savings produced from the new equipment will also help us save time and financial resources. 4. Does the Equipment replace existing equipment? (If so,please explain why you are replacing the existing equipment) Yes. The existing equipment has exceeded its useful life requiring high maintenance service and frequent emergency repairs. 5. Why did you choose this specific Equipment? The selected equipment is suitable as direct replacement and/or upgrade of our existing outdated systems and matches the City standard(s)and product preferences for our trained Exhibit E-1 Facilities Staff Additionally, the selected equipment is suitable as solar installations for the identified facilities and provides the City with an appropriate cost to savings ratio. 6. For how many years do you expect to utilize the Equipment? The City expects to operate the equipment beyond its individual expected service life, which ranges from 15 to 30 years. Very truly yours, City of Huntington Beach, as Lessee By 4/ Name: ravis Hopkins Title: City Manger p ps-TO FORM pppRovE ` . MNpEL 3•v pl41AGOEY 1' .... Ctri 4- GTO► BEACH Uri Y of Exhibit E-2 EXHIBIT F INCUMBENCY AND CLOSING CERTIFICATE I, Lisa Lane Barnes, do hereby certify that I am the City Clerk of the City of Huntington Beach ("Lessee"), which is a municipal corporation duly established and validly existing under the laws of the State of California. I hereby certify that,as of the date hereof,the individuals named below are the duly elected or appointed officers of the Lessee holding the offices set forth opposite their respective names. I further certify that: (i) The signatures set opposite their respective names and titles are their true and authentic signatures, and (ii) Such officers have the authority on behalf of Lessee to: a. Enter into that certain Equipment Lease-Purchase Agreement dated as of May 15, 2026(the"Lease Agreement"),between Lessee and Metro Futures,Inc.,as lessor, and that certain Escrow Agreement dated as of May 15, 2026 (the "Escrow Agreement"), by and among Lessee, Metro Futures, Inc., and Banc of California, as escrow agent; and b. Execute certificate, documents, and agreements (including tax certificate) relating to the Lease Agreement and Escrow Agreement on behalf of Lessee. NAME TITLE SIGNATURE Travis Hopkins City Manager �J (iii) The meeting of the governing body of Lessee at which the Lease Agreement and the Escrow Agreement were approved and authorized to be executed was duly called, regularly convened and attended throughout by the requisite majority of the members thereof or by other appropriate official approval, and the action approving the Lease Agreement and the Escrow Agreement and authorizing the execution thereof has not been altered or rescinded. Attached hereto is a true and correct copy of the resolution or other documents constituting such official action,together with notice of public hearing. (iv) Lessee has complied with all applicable public bidding requirements related to the Lease, the Escrow Agreement and the City Funded Construction Contract dated November 18, 2025 between Lessee and Alliance Building Solutions, LLC. (v) Since June 30, 2025 (date of Lessee's last audited financial statements),Lessee has not entered into any direct or contingent bond debt, lease, installment purchase or loan obligation, other than those listed below: Exhibit F-1 • None (vi) The correct billing address for Rental Payments is as follows: City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 Attention: Chau Vu IN WITNESS WHEREOF, I have duly executed this Certificate on behalf of the Lessee. May 15, 2026 CITY OF HUNTINGTON BEACH By: Gt7g*e ��� ��`d� Name: Lisa Lane Barnes Title: City Clerk • Exhibit F-2 O.tlATTO,�, CITY OF HUNTINGTON BEACH * * * OFFICE Paul D'Alessandro ,t Acting Chief Assistant City Attorney of the Andrew Kornoff 2 L� 1 Sr.Deputy City Attorney C>. CITY ATTORNEY Derek G.Bredefeld A'BEACIA Deputy City Attorney Steven F.Pomeroy 2000 Main Street, 4th Floor Sr.Community Prosecutor Michael J. Vigliotta Huntington Beach,California 92648 City Attorney Direct: (714)536-5555 May 15 ,2026 Metro Futures, Inc. 12520 High Bluff Drive, Suite 345 San Diego, California 92130 Re: Equipment Lease-Purchase Agreement dated as of May 15, 2026,between the City of Huntington Beach, as lessee, and Metro Futures, Inc., as lessor Ladies and Gentlemen: As counsel to the City of Huntington Beach (the "Lessee"), I have examined that certain Equipment Lease-Purchase Agreement dated as of May 15, 2026, including all exhibits thereto (collectively, the "Lease Agreement"), between the Lessee and Metro Futures, Inc., as lessor ("Lessor"), the Escrow Agreement dated as of May 15, 2026, together with the Certificate of Acceptance and Payment Request thereto (collectively, the "Escrow Agreement"), by and among the Lessee, Lessor and the escrow agent named therein, the City Funded Construction Contract dated November 18, 2025 (the "Vendor Contract"), between Lessee and Alliance Building Solutions, LLC, and the proceedings taken by the Governing Body of the Lessee to authorize on behalf of the Lessee the execution and delivery of the Lease Agreement, the Escrow Agreement and the Vendor Contract. The Lease Agreement, the Escrow Agreement and the Vendor Contract are herein collectively referred to as the "Transaction Documents." Based upon the foregoing examination and upon an examination of such other documents and matters of law as we have deemed necessary or appropriate,we are of the opinion that: 1. The Lessee is a political subdivision of the State of California and operates under a Governing Board, and the laws of the State of California with full power and authority to purchase the Equipment and to enter into the Transaction Documents and perform its obligations thereunder. 2. The Transaction Documents have each been duly authorized, executed, and delivered by the Lessee. Assuming due authorization, execution and delivery thereof by Lessor, the Transaction Documents constitute legal, valid, and binding obligations of the Lessee, enforceable against the Lessee in accordance with their respective terms, subject to any applicable bankruptcy, insolvency, moratorium or other laws or equitable 411632 Exhibit G-1 Re: Equipment Lease-Purchase Agreement May 15, 2026 Page 2 principles affecting the enforcement of creditors' rights generally. 3. The Equipment to be leased pursuant to the Lease Agreement constitutes personal property and, when subjected to use by the Lessee, will not be a fixture under applicable law. 4. Upon due inquiry and in reliance on the Lessee's Incumbency and Closing Certificate, the Lessee has complied with any applicable public bidding requirements related to the Transaction Documents. Lessee has also complied with applicable State of California and federal laws, including Government Code section 4217.10 et. Seq. in connection with the Transaction Documents and the transactions contemplated thereby. By proper action, the Governing Body of the Lessee authorized the execution and delivery of the Transaction Documents and certain other matters, which actions were duly taken at a meeting that was held in compliance with all applicable laws relating to the holding of open and public meetings. 5. No litigation or proceeding is pending or, to the best of my knowledge, threatened to restrain or enjoin the execution, delivery, or performance by the Lessee of the Transaction Documents or in any way to contest the validity of the Transaction Documents, to contest or question the creation or existence of the Lessee or the Governing Body of the Lessee or the authority or ability of the Lessee to execute or deliver the Transaction Documents or to comply with or perform its obligations thereunder or the security interest of Lessor or its assigns, as the case may be, in the Equipment. There is no litigation pending or, to the best of my knowledge, threatened seeking to restrain or enjoin the Lessee from annually appropriating sufficient funds to pay the rental payments or other amounts contemplated by the Lease Agreement or which would affect Lessee's obligations to make rental payments under the Lease Agreement. 6. The entering into and performance of the Transaction Documents do not and will not violate any judgment, order, law, or regulation applicable to the Lessee or result in any breach of, or constitute a default under, or result in the creation of any lien, charge, security interest, or other encumbrance upon any assets of the Lessee or on the Equipment (as such term is defined in the Lease Agreement) pursuant to any indenture, mortgage, deed of trust, bank loan or credit agreement, or other instrument to which the Lessee is a party or by which it or its assets may be bound. Notwithstanding the foregoing, upon the due and timely filing of a UCC-1, the Lessor will have a perfected security interest in the Equipment. 7. The authorization, execution, delivery and performance of the Transaction Documents by the Lessee do not require submission to, approval of, or other action by any governmental authority or agency which action has not been taken and is final and non-appealable. Capitalized terms used herein shall have the meanings set forth in the Lease Agreement. This opinion may be relied upon by Lessor and purchasers and assignees of Lessor's interests in the Lease Agreement. Re: Equipment Lease-Purchase Agreement May 15, 2026 Page 3 Very truly yours, Mike Vigliotta City Attorney j-- MV:mh EXHIBIT H TAX OPINION [To be provided by Tax Counsel.] Exhibit H-1 LS Lozano Smith ATTORNEYS AT LAW May 15, 2026 Metro Futures,Inc. 12520 High Bluff Drive, Suite 345 San Diego CA 92130 Capital One Public Funding, LLC 300 Jericho Quadrangle, 3`d Floor Jericho NY 11753 Re: Tax Counsel Letter Ladies and Gentlemen: We have acted as special tax counsel to Metro Futures, Inc. (the "Corporation"), in connection with the execution and delivery of the Equipment Lease Purchase Agreement and Equipment Schedule, both dated May 15, 2026 (the "Lease Agreement"), between the Corporation and the City of Huntington Beach (the "City"). Pursuant to an Assignment Agreement dated May 15, 2026, the Corporation has assigned its interests in the Lease Agreement to Capital One Public Funding, LLC (the "Bank"). Capitalized terms used herein and not otherwise defined have the meanings ascribed thereto in the Lease Agreement. In such connection,we have reviewed the Lease Agreement,the Tax Certificate of the City dated the date hereof(the "Tax Certificate"), the opinion of the Huntington Beach City Attorney dated the date hereof (the "Validity Opinion"), and such other certified proceedings and other documents, and we have made such investigations of law, as we deem necessary to render this opinion. Insofar as the opinions expressed below relate to factual matters, we have relied upon representations and information supplied to us by the City and its officers. In the course of our representation, nothing has come to our attention that caused us to believe that any of the factual representations upon which we have relied are untrue, but we have made no other factual investigations. We have assumed that all documents and certificates that we have reviewed, and the signatures thereto, are genuine. In arriving at the conclusions hereinafter expressed,we are not expressing any opinion or view on,and with your permission arc relying on the Validity Opinion regarding and are assuming, the due authorization,execution,and delivery of the Lease Agreement by the City. Limited Liability Partnership Name May 15, 2026 Page 2 Based upon the foregoing,we are of the opinion,under existing law, as follows: 1. The portion of the rental payments designated as and constituting interest paid by the City pursuant to the Lease Agreement and received by the Bank is excluded from gross income for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals;however, interest on the Bonds is taken into account in determining annual adjusted financial statement income for the purpose of computing the alternative minimum tax imposed on certain corporations. The foregoing opinions assume the timely filing of a properly completed Form 8038-G, "Information Return for Tax-Exempt Governmental Obligations," with the Internal Revenue Service Center in Ogden, Utah,on or before August 15,2026.The foregoing opinions are further subject to the condition that the City comply with all the other requirements of the Internal Revenue Code of 1986 that must be satisfied subsequent to the delivery of the Lease Agreement in order that such interest be,or continue to be,excluded from gross income for federal income tax purposes. The City has covenanted to comply with each such requirement in the Tax Certificate and the Lease Agreement. Failure to comply with certain of such requirements may cause the inclusion of such interest in gross income for federal income tax purposes to be retroactive to the date of delivery of the Lease Agreement.We express no opinion regarding other federal tax consequences arising with respect to the accrual or receipt of such interest or the ownership or disposition of an interest in the Lease Agreement. 2. The portion of the rental payments designated as and constituting interest paid by the City pursuant to the Lease Agreement and received by the Bank is exempt from State of California personal income taxes. The opinions set forth above are further qualified as follows: a. Our opinions are limited to the matters expressly set forth herein and no opinion is to be implied or may be inferred beyond the matters expressly so stated; b. We are licensed to practice law in the State of California;accordingly,the foregoing opinions only apply insofar as the laws of the State of California and the United States may be concerned,and we express no opinion with respect to the laws of any other jurisdiction; c. We disclaim any obligation to update this opinion for events occurring after the date hereof. This letter is furnished by us as counsel to the Corporation. No attorney-client relationship has existed or exists between our firm and the Bank or the City in connection with the delivery of the Lease Agreement or by virtue of this letter. This letter is delivered to the addressees solely for their benefit and is not to be used, circulated, quoted or otherwise referred to or relied upon for any other purpose or by any other person. Sincerely, LOZANO SMITH EXHIBIT I [INTENTIONALLY LEFT BLANK] Exhibit I-1 EXHIBIT J [INTENTIONALLY LEFT BLANK] Exhibit J-1 EXHIBIT K ESCROW AGREEMENT LESSOR: ESCROW AGENT: Metro Futures, Inc. Banc of California 12520 High Bluff Drive,Suite 345 10100 Santa Monica Blvd., Suite 2500 San Diego,California 92130 Los Angeles,California 90067 LESSEE: City of Huntington Beach 2000 Main Street Huntington Beach,California 92648 THIS ESCROW AGREEMENT(this"Escrow Agreement")is made as of May 15,2026, by and among Metro Futures,Inc.("Lessor"),the City of Huntington Beach("Lessee"),and Banc of California(the"Escrow Agent"). Lessor and Lessee have heretofore entered into that certain Equipment Lease-Purchase Agreement dated as of May 15, 2026 (the "Lease Agreement"). The Lease Agreement contemplates that certain Equipment described therein(the"Equipment")is to be acquired from the vendor(s)or manufacturer(s)thereof. After acceptance of the Equipment by Lessee,the Equipment is to be leased by Lessor to Lessee pursuant to the terms of the Lease Agreement. The Lease Agreement contemplates that Lessor will deposit with the Escrow Agent cash in the amount of$7,383,861.00 (the "Deposit Amount"), for deposit into the escrow fund (the "Escrow Fund"),to be held in escrow by the Escrow Agent and applied on the express terms and conditions set forth herein. Such deposit into the Escrow Fund, together with all interest and additions received with respect thereto, is to be applied from time to time to pay the vendor(s)or manufacturer(s)of the Equipment(as defined in the Lease Agreement) its invoice cost(a portion of which may, if required, be paid prior to final acceptance of the Equipment by Lessee) and to pay certain costs of entering into the Lease Agreement. The Escrow Fund is to be held for the account and benefit of Lessee,and Lessee has granted to Lessor a first priority and perfected lien on and security interest in the Escrow Fund and any all proceeds, interest and other earnings thereon and investments therein to the Lessor by virtue of the execution of this Escrow Agreement and the Lease Agreement without the need for any additional filings or financing statements. The parties desire to set forth the terms on which the escrow is to be created and to establish the rights and responsibilities of the parties hereto. NOW,THEREFORE,the parties agree as follows: 1. The Escrow Agent hereby agrees to serve as escrow agent upon the terms and conditions set forth herein. The Escrow Agent agrees that the Escrow Fund shall be held irrevocably in trust for the account and benefit of Lessee and all interest earned with respect to the Exhibit K-1 Escrow Fund shall accrue to the benefit of Lessee and shall be applied as expressly set forth herein. 2. There is hereby created a special account to be known as the"City of Huntington Beach Escrow Fund"(the"Escrow Fund")to be held in trust by the Escrow Agent for the purposes stated herein, for the benefit of Lessor and Lessee,to be held, disbursed and returned in accordance with the terms hereof. To the limited extent required to perfect the first, priority security interest granted by Lessee to Lessor in the cash and negotiable instruments from time to time held in the Escrow Fund, Lessor hereby appoints the Escrow Agent as its security agent, and the Escrow Agent hereby accepts the appointment as security agent, and agrees to hold physical possession of such cash and negotiable instruments on behalf of Lessor. 3. On such day as determined to the mutual satisfaction of the parties(the"Commencement Date"), Lessor shall deposit with the Escrow Agent cash in the amount of the Deposit Amount to be held by the Escrow Agent on the express terms and conditions set forth herein. The Escrow Agent agrees to accept the deposit of the Deposit Amount by Lessor with the Escrow Agent, and further agrees to hold the amount so deposited together with all interest and other additions received with respect thereto in escrow on the express terms and conditions set forth herein. 4. The Escrow Agent shall at all times segregate the Escrow Fund into an account maintained for that express purpose,which shall be clearly identified on the books and records of the Escrow Agent as being held in its capacity as Escrow Agent. Securities and other negotiable instruments held in the Escrow Fund from time to time shall be held or registered in the name of the Escrow Agent(or its nominee). The Escrow Fund shall not, to the extent permitted by applicable law,be subject to levy or attachment or lien by or for the benefit of any creditor of any of the parties hereto(except with respect to the security interest therein held by Lessor). 5. Lessee hereby directs the Escrow Agent to invest the cash held in the Escrow Fund from time to time in a Banc of California non-interest bearing demand deposit account with no fees or costs or, in the event such fund is not at the time available,such other investments as Lessee may specify in writing,to the extent the same are at the time legal for investment of the funds being invested. No investment shall be made that would cause the Lease Agreement to be deemed to be an arbitrage bond within the meaning of Section 148(a)of the Internal Revenue Code of 1986,as amended. 6. Lessor and Lessee hereby authorize the Escrow Agent to take the following actions with respect to the Escrow Fund: a. From time to time, the Escrow Agent shall pay by wire transfer the vendor or manufacturer of the Equipment payments then due and payable, or reimburse Lessee for amounts that it has paid to the vendor or manufacturer of the Equipment, upon receipt of the following: (a) a duly executed Certificate of Acceptance and Payment Request in the form attached as Exhibit A hereto executed by the Lessee Exhibit K-2 and approved for payment by the Lessor, (b) the vendor(s) or manufacturer(s) invoice(s) specifying the acquisition price of the Equipment described in the requisition request, and (c) any additional documentation required by Lessor. Escrow Agent will rely solely upon a duly executed Certificate of Acceptance and Payment Request in the form attached as Exhibit A hereto executed by the Lessor and Lessee in order to disburse funds within 3 business days of receipt,and Escrow Agent shall make the payments described in such document without further inquiry. Without limiting the foregoing, Lessor shall not be required to approve any such payment unless and until Lessee shall have provided or caused to be provided to Lessor (i) certificates of insurance evidencing coverage in accordance with the Lease Agreement and satisfactory to Lessor; and (ii) payment and performance bonds naming Lessor and its successors and assigns as an additional obligee and issued by a surety company rated"A"or better by AM Best in form and substance satisfactory to Lessor. b. If Lessor provides to the Escrow Agent (with a copy to Lessee) written notice of the occurrence of an Event of Default or an Event of Nonappropriation by Lessee under the Lease Agreement, the Escrow Agent shall thereupon promptly remit to Lessor the entire balance of the Escrow Fund pursuant to written instructions provided by Lessor to the Escrow Agent. c. On or before the Acquisition Period (as defined below) or upon receipt by the Escrow Agent of a duly executed Certificate of Acceptance and Payment Request identified as the final such request,the remaining moneys in the Escrow Fund shall, first be applied to all reasonable fees and expenses incurred by the Escrow Agent, if applicable, in connection herewith as evidenced by its statement forwarded to Lessor and Lessee; and second, be paid to Lessor for application on any Rental Payment Date to all or a portion of the Rental payment due and owing in the succeeding twelve(12)months and any remaining amount shall be applied by the Lessor as prepayment to the remaining principal balance owing under the Lease Agreement, in inverse order of Rental Payment Dates, unless Lessor directs that payment of such amount be made in such other manner directed by Lessor that, in the opinion of nationally recognized counsel in the area of tax-exempt municipal obligations satisfactory to Lessor, will not adversely affect the exclusion of the interest component of the Rental payments from gross income for federal income tax purposes. If any such amount is used to prepay principal,the Payment Schedule attached to the Lease Agreement will be revised accordingly, as specified by Lessor. "Acquisition Period"means May 15,2029,which is the date that the Escrow Fund shall terminate, unless such date is extended in writing by the Lessor and the Lessee. 7. The Escrow Agent shall have no liability for acting upon any written instruction presented by Lessee and Lessor in connection with this Escrow Agreement that the Escrow Agent in good faith believes to be genuine. Furthermore,the Escrow Agent shall not be liable for any act or omission in connection with this Escrow Agreement except for its own gross Exhibit K-3 negligence,willful misconduct,or bad faith. The Escrow Agent shall not be liable for any loss or diminution in value of the Escrow Fund as a result of the investments made pursuant to Section 5. 8. To the extent authorized by law, Lessee hereby agrees to indemnify and save the Escrow Agent harmless against any liabilities that it may incur in the exercise and performance of its powers and duties hereunder and that are not due to the Escrow Agent's gross negligence or willful misconduct. No indemnification will be made under this Section or elsewhere in this Escrow Agreement for damages arising solely out of gross negligence, willful misconduct,or bad faith by the Escrow Agent, its officers, agents, employees, successors or assigns. 9. The Escrow Agent may at any time resign by giving at least 30 days' prior written notice to Lessee and Lessor,but such resignation shall not take effect until the appointment of the successor Escrow Agent. The substitution of another bank or trust company to act as Escrow Agent under this Escrow Agreement may occur by written agreement of Lessor and Lessee. In addition,the Escrow Agent may be removed at any time, with or without cause,by instrument in writing executed by Lessor and Lessee. Such notice shall set forth the effective date of the removal. In the event of any resignation or removal of the Escrow Agent,a successor Escrow Agent shall be appointed by an instrument in writing executed by Lessor and Lessee. Such successor Escrow Agent shall indicate its acceptance of such appointment by an instrument in writing delivered to Lessor, Lessee and the predecessor Escrow Agent. Upon the effective date of resignation or removal, the Escrow Agent will transfer the Escrow Fund then held by it to the successor Escrow Agent selected by Lessor and Lessee. 10. This Escrow Agreement shall terminate upon receipt by the Escrow Agent of the written notice from Lessor specified in Section 6(b)or Section 6(c)hereof. 11. All notices hereunder shall be in writing,sent by certified mail,return receipt requested,or by mutually recognized overnight carrier addressed to the other party at its respective address shown on page 1 of this Escrow Agreement or at such other address as such party shall from time to time designate in writing to the other parties; and shall be effective on the date or receipt. 12. This Escrow Agreement shall inure to the benefit of and shall be binding upon the parties hereto and their respective successors and assigns. No rights or obligations of the Escrow Agent under this Escrow Agreement may be assigned without the prior written consent of Lessor and Lessee. 13. This Escrow Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof, and no waiver, consent, modification, or change of terms hereof shall bind any party unless in writing signed by all parties. 14. The Escrow Agent may employ agents, attorneys and accountants in connection with its duties hereunder and shall not be liable for any action taken or omitted in good faith in accordance with the advice of counsel,accountants,or other skilled persons. Exhibit K-4 15. This Escrow Agreement shall be governed by and be construed and interpreted in accordance with the internal laws of the State of California. 16. This Escrow Agreement may be executed in several counterparts, each of which so executed will be an original. In addition, the parties agree that the transaction described herein may be conducted and related documents may be stored by electronic means. Copies,telecopies,facsimiles,electronic files and other reproductions of original executed documents shall be deemed to be authentic and valid counterparts of such original documents for all purposes, including the filing of any claim, action or suit in the appropriate court of law. [Remainder of page intentionally left blank] Exhibit K-5 IN WITNESS WHEREOF, the parties hereto have caused this Escrow Agreement to be duly executed as of the day and year first above set forth. LESSOR: METRO FUTURES, INC. LESSEE: CITY OF HUNTINGTON BEACH By: By: Name: B C =pman Name: Travis Hopkins Title: ' siden &CEO Title: City Manager ESCROW AGENT: BANC OF CALIFORNIA By: Name: Rebecca Aiello Title: SVP Client Banking Manager COUNTERPART Exhibit K-6 IN WITNESS WHEREOF, the parties hereto have caused this Escrow Agreement to be duly executed as of the day and year first above set forth. LESSOR: METRO FUTURES, INC. LESSEE: CITY OF HUNTINGTON BEACH By: By. Name: Brad Chapman Name: ravis Hopkin Title: President& CEO Title: City Manager ESCROW AGENT: BANC OF CALIFORNIA APPROVED AS TAO FORM By. By: �- MIC AEL J.VIGLIOTTA Name: Rebecca Aiello CITY ATTORNEY Title: SVP Client Banking Manager CITY OF HUNTINGTON BEACH COUNTERPART Exhibit K-6 IN WITNESS WHEREOF, the parties hereto have caused this Escrow Agreement to be duly executed as of the day and year first above set forth. LESSOR: METRO FUTURES, INC. LESSEE: CITY OF HUNTINGTON BEACH By: By: Name: Brad Chapman Name: Travis Hopkins Title: President& CEO Title: City Manager ESCROW GENT: BANC OF CALIFORNIA By: Na e: Rebecca Aiello Title: SVP Client Banking Manager COUNTERPART Exhibit K-6 EXHIBIT A TO ESCROW AGREEMENT CERTIFICATE OF ACCEPTANCE AND PAYMENT REQUEST The following payment request is directed to Banc of California(the"Escrow Agent"),as escrow agent under that certain Escrow Agreement dated as of May 15,2026(the"Escrow Agreement"), between the City of Huntington Beach("Lessee"),Metro Futures,Inc.("Lessor"),and the Escrow Agent. Because Metro Futures, Inc. has assigned all of its right, title, and interest in and to the Escrow Agreement to Capital One Public Funding, LLC, all references herein to "Lessor" shall mean Capital One Public Funding,LLC. The Escrow Agent is hereby requested to pay from the Escrow Fund established and maintained under the Escrow Agreement the amount set forth below to the named payee(s). The amount shown is due and payable under a purchase order or contract (or has been paid by and not previously reimbursed to Lessee). The equipment described below is part or all of the Equipment leased pursuant to that certain Equipment Lease-Purchase Agreement and Equipment Schedule thereto,both dated as of May 15,2026(the"Lease Agreement"),between Lessor and Lessee: DESCRIPTION OF UNITS OF QUANTITY EQUIPMENT AMOUNT PAYEE Lessee hereby certifies and represents to and agrees with Lessor as follows with respect to the Equipment described above: (i)(i)the amount to be disbursed is not being paid in advance of the time,if any,fixed for any payment,and does not include any retained percentage entitled to be retained by Lessee at this time; (ii) no amount requested to be disbursed was included in any payment request previously filed with the Escrow Agent for which payment was actually made by the Escrow Agent;(iii)Lessee has made such investigation of such sources of information as are deemed necessary and is of the opinion that the applicable portion of the Equipment and related work has been fully paid for,and no claim or claims exist against the Lessee or the Vendor out of which a lien based on furnishing labor or material exists or might arise; (iv) acquisition and installation of the applicable portion of the Equipment for which payment is being requested has been completed in accordance with plans and specifications approved by the Lessee and in accordance with the terms and conditions of the related contract with the Vendor(the "Vendor Agreement"), and said applicable portion of the Equipment is suitable and sufficient for the expected uses thereof,however,this statement is made without prejudice to any rights against third parties which exist at the date hereof or which may subsequently come into being; (v)the amount remaining in the Escrow Fund will,after payment of the amount requested,be sufficient to pay the remaining costs of the Equipment;(vi)a present need exists for the Equipment,which need is not temporary or expected to diminish in the near future; (vii)the Equipment is essential to and will be used by Lessee only for the purpose of performing one or more governmental functions of Lessee consistent with the permissible scope of Lessee's authority;(viii)the estimated useful life of the Equipment based upon the manufacturer's representations and Lessee's projected needs is CERTIFICATE OF ACCEPTANCE AND PAYMENT REQUEST 1 not less than the term of the Lease Agreement; (ix) Lessee has conducted such inspection and/or testing of the Equipment as it deems necessary and appropriate and hereby acknowledges that it accepts the Equipment for all purposes as of the date of this Certificate; (x) the Equipment is covered by insurance in the types and amounts required by the Lease Agreement;(xi)no Event of Default or Event of Nonappropriation,as those terms are defined in the Lease Agreement,and no event that with the giving of notice or lapse of time or both,would become an Event of Default or an Event of Nonappropriation, has occurred and is continuing on the date hereof; and (xii) sufficient funds have been appropriated by Lessee for the payment of all rental payments due under the Lease Agreement during Lessee's current Fiscal Year. Based on the foregoing, the Escrow Agent is hereby authorized and directed to fund the acquisition of the Equipment set forth above by paying, or causing to be paid, the manufacturer(s)/vendor(s)the amounts set forth on the attached invoices from the Escrow Fund held under the Escrow Agreement in accordance with its terms. The following documents are attached hereto and made a part hereof: (a) Original Invoice(s)and(b)lien waivers,if applicable. IF REQUEST IS FOR REIMBURSEMENT,CHECK HERE E. Lessee paid an invoice prior to the Commencement Date identified in the Lease Agreement and is requesting reimbursement for such payment. A copy of evidence of such payment together with a copy of Lessee's declaration of official intent and other evidence required by Lessor prior to Lessor's approval hereof that Lessee has satisfied the requirements for reimbursement set forth in Treas. Reg. 1.150-2 is hereby attached. Lessor's approval hereof shall evidence that Lessee has delivered to Lessor such required documentation. [Remainder of page intentionally left blank] CERTIFICATE OF ACCEPTANCE AND PAYMENT REQUEST 2 IF REQUEST IS FINAL REQUEST, CHECK HERE 0 Lessee hereby certifies that (a) all of the Equipment described in the Lease Agreement has been received in good condition and has been installed in accordance with the Vendor Agreement,(b)such Equipment is accepted "AS-IS, WHERE-IS"; (c)Lessee has inspected the Equipment, and determined that it is in good working order and complies with all purchase orders,contracts and specifications;(d) Lessee has fully and satisfactorily performed all covenants and conditions to be performed by it as of this date under the Lease Agreement with regard to such Equipment;(e)Lessee waives any right to revoke its acceptance; and (f) the Equipment is fully insured in accordance with the Lease Agreement. This certificate is made without prejudice to any rights against third parties which may exist as of the date hereof or which may subsequently come into being. Date: Approved: Capital One Public Funding,LLC City of Huntington Beach,as Lessee (assignee of Metro Futures, Inc.),as Lessor By: By: Name: Name: Title: Title: CERTIFICATE OF ACCEPTANCE AND PAYMENT REQUEST 3 SCHEDULE A TO ESCROW AGREEMENT: NOTICE AND ACKNOWLEDGEMENT OF ASSIGNMENT OF ESCROW AGREEMENT Metro Futures,Inc.("Lessor"),the City of Huntington Beach("Lessee"),and Banc of California ("Escrow Agent")have entered into an Escrow Agreement dated as of May 15,2026(the"Escrow Agreement"), pursuant to which Lessor, or its Assignee (as defined below), has deposited cash into the Escrow Fund established thereunder, which funds are to be used by Lessee to acquire certain Equipment. Escrow Agent is hereby notified that Lessor has assigned all of its right,title,and interest in and to the Escrow Agreement to Capital One Public Funding, LLC ("Assignee"), including, in particular,but without limitation,Lessor's security interest in the Escrow Fund and Lessor's right to approve all payment requests submitted by Lessee. Any and all correspondence and notices to be delivered by Escrow Agent to Assignee should be provided to Assignee as set for the below: Capital One Public Funding,LLC 300 Jericho Quadrangle,3`d Floor Jericho,NY 11753 Email:coofinformation(&,capitalone.com Date: May 15,2026 LESSOR: METRO FUTURES, INC. LESSEE: CITY OF HUNTINGTON BEACH By: By: Name: B+i' h..man Name: Travis Hopkins Title: P -sident CEO Title: City Manager ESCROW AGENT: BANC OF CALIFORNIA By: Name: Rebecca Aiello Title: SVP Client Banking Manager COUNTERPART SCHEDULE A TO ESCROW AGREEMENT SCHEDULE A TO ESCROW AGREEMENT: NOTICE AND ACKNOWLEDGEMENT OF ASSIGNMENT OF ESCROW AGREEMENT Metro Futures, Inc. ("Lessor"), the City of Huntington Beach ("Lessee"), and Banc of California ("Escrow Agent")have entered into an Escrow Agreement dated as of May 15,2026(the"Escrow Agreement"), pursuant to which Lessor, or its Assignee (as defined below), has deposited cash into the Escrow Fund established thereunder, which funds are to be used by Lessee to acquire certain Equipment. Escrow Agent is hereby notified that Lessor has assigned all of its right, title, and interest in and to the Escrow Agreement to Capital One Public Funding, LLC ("Assignee"), including, in particular,but without limitation, Lessor's security interest in the Escrow Fund and Lessor's right to approve all payment requests submitted by Lessee. Any and all correspondence and notices to be delivered by Escrow Agent to Assignee should be provided to Assignee as set for the below: Capital One Public Funding, LLC 300 Jericho Quadrangle, 3rd Floor Jericho,NY 11753 Email: copfinformation(a,capitalone.com Date: May 15, 2026 LESSOR: METRO FUTURES, INC. LESSEE: CITY OF HUNTINGTON BEACH By: ByWe: Name: Brad Chapman Name: Travis Hopkins Title: President& CEO Title: City Manager ESCROW AGENT: BANC OF CALIFORNIA FORM p_PPROVED AS TJ� O By: MICHAEL Name: Rebecca Aiello CITY ATTORNEY Title: SVP Client Banking Manager CITY CF F;�yNTINGTON EACH COUNTERPART SCHEDULE A To ESCROW AGREEMENT SCHEDULE A TO ESCROW AGREEMENT: NOTICE AND ACKNOWLEDGEMENT OF ASSIGNMENT OF ESCROW AGREEMENT Metro Futures, Inc. ("Lessor"), the City of Huntington Beach ("Lessee"), and Banc of California ("Escrow Agent")have entered into an Escrow Agreement dated as of May 15,2026(the"Escrow Agreement"), pursuant to which Lessor, or its Assignee (as defined below), has deposited cash into the Escrow Fund established thereunder, which funds are to be used by Lessee to acquire certain Equipment. Escrow Agent is hereby notified that Lessor has assigned all of its right, title, and interest in and to the Escrow Agreement to Capital One Public Funding, LLC ("Assignee"), including, in particular, but without limitation, Lessor's security interest in the Escrow Fund and Lessor's right to approve all payment requests submitted by Lessee. Any and all correspondence and notices to be delivered by Escrow Agent to Assignee should be provided to Assignee as set for the below: Capital One Public Funding, LLC 300 Jericho Quadrangle, 3rd Floor Jericho,NY 11753 Email: cop fn formationccapitalone.com Date: May 15, 2026 LESSOR: METRO FUTURES, INC. LESSEE: CITY OF HUNTINGTON BEACH By: By: Name: Brad Chapman Name: Travis Hopkins Title: President& CEO Title: City Manager ESCROW TENT: BANC OF CALIFORNIA By: Name: Rebecca Aiello Title: SVP Client Banking Manager COUNTERPART SCHEDULE A To ESCROW AGREEMENT ` BANC OF CALIFORNIA Master Signature Card — Business Entities & Sole Proprietors IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT:To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens a new account.What this means for you: When you open an account,we may ask for your name, address, date of birth, and other information that will allow us to identify you.We may also ask to see your driver's license or other identifying documents Customer Information Date. Banc Of California as Escrow Agent Between City of Huntington Beach Account Title—Line 1 and Capital One Public Funding LLC Account Title—Line 2(as applicable) Account Title—Line 3(as applicable) Entity Type [XI Domestic U S State of formation. California U S.Taxpayer Identification Number: 95-6000723 ❑ Foreign(W-B required for interest-bearing accounts) Jurisdiction of Formation Foreign Taxpayer Identification Number U.S.Taxpayer Identification Number(as applicable): Physical Address: 2000 Main Street Street Address(No P.O.Boxes) Suite/Unit Huntington Beach CA USA 92648 City State/Province Country Zip/Postal Code Mailing Address(if different from the physical address listed above): Street Address Suite/Unit City State/Province Country Zip/Postal Code Sole Proprietor's Beneficiaries (if any) 1 Beneficiary Name Date of Birth' Social Security Number' 2 Beneficiary Name Date of Birth' Social Security Number' 3 Beneficiary Name Date of Birth' Social Security Number 4 Beneficiary Name Date or Birth' Social Security Number' 'If available (Continued on the following page) 20001.rORM 1101—Revised:5.26.25 Page 1 of 5 BANC OF ! CALIFORNIA Terms and Conditions By signing this Master Signature Card-Business Entities&Sole Proprietors('Master Signature Card')dated , the above referenced customer('Customer," "you,'and "your')agrees to the terms, conditions set forth herein, including addenda and exhibits to the same and in the Banc of California's("Banc.""we,"'us,"and"our')Deposit Account Agreement and Disclosure,including (as applicable)the Schedule of Fees,Branch&Community Banking Rate Sheet,the Electronic Fund Transfer(EFT)Services Agreement, the Account Disclosure and the certificate of deposit confirmation,if any,that you receive at account opening.together with any additional documents or agreements we give you pertaining to the account now or in the future,subject to any changes we make from time to time (collectively,'Agreement"). You acknowledge that you have received and agree to be bound by the aforementioned documents at the time you sign this Master Signature Card. Nothing in the Agreement is intended to grant consumer protections to business purpose accounts You further agree that:(a)any account established under this Master Signature Card is subject to the Agreement and applicable federal and state rules, laws and regulations; (b) you further (i) authorize the persons named as Authorized Signers in Exhibit A below ("Authorized Signer(s)')or any account owner(whether acting individually or together)to transact on the accounts;and(ii)you agree that any one Authorized Signer or account owner may establish additional accounts in the future with the same title as shown above which will also be subject to this Master Signature Card. For the avoidance of doubt,'transact"on the accounts shall include all services made available by the Banc In connection with the accounts,signing and indorsing checks,making deposits and withdrawals,initiating payment orders and otherwise using the account services that are provided by the Banc and communicating with the Banc regarding the accounts. All such acts and deeds by an account owner or Authorized Signer are and shall be deemed to be the acts and deeds of all account owner(s). The individuals designated as "Contracting Officers" in Exhibit A below, and including all officers of Customer (each individually a 'Contracting Officer'and collectively the"Contracting Officers')are authorized representatives of Customer and any such Contracting Officers are hereby authorized and empowered,whether acting together or individually.on behalf of Customer to acknowledge and agree to any and all account related agreements. including without limitation the Agreements as defined herein, and any deposit account service agreement,including cash management agreements(collectively'Customer Agreements").Any one of the Contracting Officers shall be authorized to certify Customer resolutions. Authorized Signers must Include at least one Contracting Officer.Customer agrees that.as to each Authorized Signer Banc may rely on each Authorized Signer's signature provided on Exhibit A below, or any other signature of the Authorized Signer provided to Banc (including the signature on the Authorized Signer's driver's license or other government-issued identification card that is acceptable to the Banc; such driver's licenses and identification cards are referred to herein as"ID Cards',or a signature on a check presented to Banc),to verify checks, transactions,instructions, agreements,documents or other records(together"Records')that are purportedly signed by the Authorized Signer. Such signature is referred to herein as the Authorized Signer's"Signature Specimen"and Customer agrees the Signature Specimen is an accurate and true representation of the signature the Authorized Signer will use to sign Records. By signing below,each Authorized Signer agrees to Banc receiving the Authorized Signer's ID Card or an image of the ID Card. and keeping an image of the ID Card(including,without limitation,of the signature on the ID Card),if permitted under applicable law. Customer agrees Banc may continue to rely on the authority granted to the Authorized Signers and Contracting Officers referenced herein until written notice of modification or revocation is received and accepted by Banc,and provided Banc has a reasonable opportunity to respond to such notice Banc may rely upon any form of written notice,which it in good faith believes to be genuine or what it purports to be. Banc shall be fully protected in relying on the authority granted to the Authorized Signers and Contracting Officers,as provided herein, and Customer agrees to indemnify Banc and hold Banc harmless from any claims,demands,expenses,loss,or damages resulting from, or arising out of,Banc's reliance on the authority referenced herein. Customer represents that (Q it is in compliance with all applicable federal,state, and local laws where the business was formed and operates;and(ii)the information contained in this Master Signature Card is true and correct, YOUR ATTENTION IS DRAWN TO THE ARBITRATION AGREEMENT,VENUE AND APPLICABLE LAW PROVISIONS WITHIN THE DEPOSIT ACCOUNT AGREEMENT AND DISCLOSURE UNDER WHICH MOST CLAIMS MUST BE RESOLVED BY ARBITRATION, AND NOT BY A COURT, JUDGE, OR JURY,AND YOU WAIVE ANY RIGHT TO BRING OR PARTICIPATE IN ANY CLASS OR REPRESENTATIVE ACTION OR IN MASS ARBITRATION. YOU MAY OPT OUT OF THE ARBITRATION AGREEMENT BY FOLLOWING THE PROCEDURE SET OUT IN THE ARBITRATION AGREEMENT WITHIN 30 DAYS OF SIGNING YOUR SIGNATURE CARD. If you use an electronic signature,you agree that this Master Signature Card may be signed with an electronic signature,and signing with an electronic signature satisfies any requirement under applicable law or regulation for a contract,agreement,file,record or signature to be intentionally reduced to a tangible form or otherwise be"in writing,""a writing'or"written"(or using any term similar to"in writing,""a writing"or"written") Delivery of a signature page to this Master Signature Card by email transmission of a scanned image,DocuSign, facsimile,or other electronic means,shall be effective as delivery of an originally executed signature page. (Continued on the following page) 20001 FORM1101-Revised'5.26 25 Page 2 of 5 BANC OF CALIFORNIA Customer Agreement By signing below(which may be represented In the form of an electronic signature),as a Contracting Officer on behalf of Customer, the undersigned hereby acknowledges receipt and acceptance of this Master Signature Card and certifies that the authority of the undersigned to accept this Master Signature Card on Customer's behalf has been granted pursuant to Customer's resolutions attached here as Exhibit B, or otherwise pursuant to resolutions acceptable to Banc which Customer agrees to make available to Banc upon request Travis Hopkins Full Legal Name Sign a of Contracting leer City Manager Title Date Taxpayer Identification Number and Backup Withholding Certification Name of Entity/Individual: City of Huntington Beach Taxpayer Identification Number: 95-6000723 O Check this box if the entity listed above is disrecarded under another entity("Owner")for tax purposes and provide the fo lowing information: Owner's Name(Tax Name): Owner's Taxpayer Identification Number. Tax Classification(For disregarded entities, mark the tax classification of the Owner): ❑Individual/Sole Proprietor O C Corporation O S Corporation ❑Partnership ®Otter. Government Municipality ❑ LLC—For LLCs, enter the tax classification (C=Corporation,S= S Corporation,P=Partnership): Under penalties of perjury, I certify that: 1, The Taxpayer Identification(ID) Number shown immediately above is my taxpayer ID number,and 2. I am not subject to backup withholding because: (a) I am exempt from backup withholding,or(b)I have not been notified by the Internal Revenue Service(IRS)that I am subject to backup withholding as a result of a failure to report all interest or dividends, or(c)the IRS has notified me that I am no longer subject to backup withholding;and 3. I am a U.S. citizen or other U.S. person(defined in the instructions available upon request);and 4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct (item 4. Not applicable to this Master Signature Card). ❑ Exempt Payee Code: (as applicable) Certification instructions:You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends an your tax return. Further instructions available upon request. If you are not a U.S.citizen or other U.S.person, certify your status separately. )ti./..s .____-16,----- Travis Hopkins Sig re Printed Name Date Accounts Established Under this Master Signature Card The following accounts,as well as any other accounts identified under this Master Signature Card,and Including all accounts contained on a related Business Additional Account Addendum(if any),are subject to this Master Signature Card. The authorities granted to each account owner and authorized signer in this Master Signature Card,and any beneficiary designations thereon,apply to all accounts noted below and in the related Business Additional Account Addendum(if any). IAccount Number Account Subtitle Account Type 8722881157 Escrow Account Public funds Checking 20001,FOR M1 i 01-Revised:5.2625 Page 3 of 5 BANC OF �. CALIFORNIA Master Signature Card — Business Entities & Sole Proprietors Exhibit A — Authorized Signers & Contracting Officers By signing below, you authorize the Banc to: CO obtain one or more of your credit reports from time to time and make whatever other inquiries Banc deems appropriate; and (ii) disclose the results of the credit reports as well as information about you to credit reporting agencies, the account owners, or to others, including other Authorized Signers and Contracting Officers. ❑X Authorized Signer ❑ Authorized Signer&Contracting Officer 1 X Rebecca Aiello Signature Full Legal Name ❑X A• uthorized Signer ❑ Authorized Signer& Contracting Officer 2 X Arbi John Si ure Full Legal Name ❑ Authorized Sig er ❑ Authorized Signer&Contracting Officer 3 x Signature Full Legal Name ❑ A• uthorized Signer ❑ Authorized Signer&Contracting Officer 4 x Signature Full Legal Name ❑ Authorized Signer ❑ Authorized Signer&Contracting Officer 5 x Signature Full Legal Name ❑ A• uthorized Signer ❑ Authorized Signer&Contracting Officer 6 x Signature Full Legal Name ❑ Authorized Signer ❑ Authorized Signer&Contracting Officer 7 X - Signature Full Legal Name ❑ Authorized Signer ❑ Authorized Signer& Contracting Officer 8 x Signature Full Legal Name (Exhibit B—Customer Resolutions is listed on the following page) 20001.FORM1101 —Revised: 5.26.25 Page 4 of 5 {` ' BANC OF ',. - CALIFORNIA Master Signature Card - Business Entities & Sole Proprietors Exhibit 8 — Customer Resolutions By signing below(which may be represented in the form of an electronic signature), the undersigned, certfies and agrees that: The following resolutions were duly adopted in accordance with the procedures set forth in the governing instruments of the undersigned customer("Customer")or at a special meeting of Customer and that said resolutions have not been amended, rescinded or revoked, and are in no way in conflict with any of the provisions of the governing instruments of Customer. WHEREAS, the undersigned has reviewed and approved the Bane of California Master Signature Card — Business Entities & Sole Proprietors (the'Master Signature Card")to be entered into by and between the Customer and Banc of California("Banc"), WHEREAS, defined terms in this document shall have the meaning provided in the Master Signature Card, unless otherwise provided herein; WHEREAS,it is Customer's desire that the Master Signature Card—Business Entities&Sole Proprietors("Master Signature Card")shall serve as the signature card for all accounts opened at Banc by Customer, excepting such accounts as may be specifically designated in writing by Customer as not subject to the Master Signature Card;and WHEREAS, the Customer has determined that it is in the best interests of the Customer to enter into the Master Signature Card and subject to the terms and conditions of the Master Signature Card,as amended from time to time, NOW,THEREFORE, BE IT RESOLVED AS FOLLOWS: RESOLVED,that it is in the best interest of Customer to establish and maintain one or more deposit accounts at Banc and agree to the Master Signature Card; RESOLVED.that Customer authorizes and appoints each of the officers,acting individually or together,to execute and deliver the Master Signature Card on Customer's behalf; and FURTHER RESOLVED. Banc shall be fully protected in relying on the authority granted to the Authorized Signers,Contracting Officers and (if applicable)the Agent, and Customer agrees to indemnify Banc and hold Banc harmless from any claims, demands, expenses. loss,or damages resulting from,or arising out of, Banc's reliance on the authority referenced herein. The undersigned hereby certifies under penalty of perjury under the laws of the state of California that(i)the foregoing resolutions were duly and legally adopted by the governing body of the Customer and that said Customer Resolutions have not been revoked and are currently in full force and effect,and(ii)the undersigned is/are, as applicable, the individual owner(s)of the sole proprietorship, or the secretary or assistant secretary of the corporation, or one of the general partners (or, if the general partner is an entity, an individual authorized to act on behalf of the general partner), or one of the members (if management is by members), or one of the managers(if management is by the managers).For unincorporated associations,two authorized individuals must sign below: For married or domestic partnership sole proprietorships, both spouses must sign below. For all other legal entity types,this Exhibit B may, as appropriate, be certified below by one authorized individual. Customer: City of Huntington Beach Travis Hopkins _........ ..._.........�,._.. . ----__.__.......___ Full Legal Name ___ Signature of Business Prin ipal/Officer City Manager Title Date ..:.....:... X _._ M..._..... Full Legal Name Signature of Business Principal/Officer Title Date Banc Use Only - Supersedes Supersedes Master Signature Card Dated: _-...__ Effective Date: Superseded by Master Signature Card Dated: 20001.FORM1101 -.Revised:5.26.25 Page 5 of 5 BANC OF N. ' CALIFORNIA Public Funds — Contract for the Deposit of Moneys 6722691157 Depository FilelAccount# Treasurers File# Agent of Depository Flle# Auditor This Public Funds-Contract for the Deposit of Moneys("Contract"),relating to the deposit of moneys,made as of between: Travis Hopkins (hereinafter designated-Treasurer')acting in his or her official capacity as City Manager of City of Huntington Beach (hereinafter designated"Depositor")and Banc of California(hereinafter designated`Depository')'having a paid-up capital and surplus of Saver,mn,en vvee hundred lorry mxim,non hunarsd aohly1nur nvsnervr Worry-0va daxars ana rxseen cents. U.S.Dollars($7,340,964,025.15 Wltnesseth: WHEREAS,the Treasurer proposes to deposit in the Depository from time to time,commencing on ,moneys in his or her custody an aggregate amount on deposit at any one time not to exceed Seven Milton Four Hundred Thousand u.S.Dollars ($ $7,400,000.00 ),or the total of the paid-up capital and surplus of the Depository,whichever is the lesser amount,and said moneys will be deposited subject to Title 5,Division 2,Part 1,Chapter 4,Article 2(commencing with Section 53630)of the Government Code of the State of California;and WHEREAS,said provisions of the Government Code require the Treasurer to enter into a contract with the Depository setting forth the conditions upon which said moneys are deposited;and WHEREAS,in the judgment of the Treasurer,this Contract is to the public advantage;NOW,THEREFORE, it is agreed between the parties hereto as follows: 1. This Contract cancels and supersedes any previous contracts between the Treasurer and the Depository relating to the method of handling and collateralization of moneys. 2. This Contract,but not deposits then held hereunder,shall be subject to termination by the Treasurer or the Depository at any time upon 30 days'written notice.Deposits may be withdrawn in accordance with the agreement of the parties and applicable federal and state statutes•rules and regulations.This Contract is subject to modification or termination upon enactment of any statute, rule or regulation,state or federal,which,in the opinion of the Administrator of Local Agency Security, is inconsistent herewith, including any change relative to the payment of interest upon moneys so deposited by the Treasurer. 3. Interest shall accrue on any moneys so deposited as permitted by any act of the Congress of the United States or by any rule or regulation of any department or agency of the Federal Government adopted pursuant thereto.If interest may legally be paid.all moneys deposited In accordance with this Contract shall bear Interest at the Depository's disclosed rate(s). 4. The Depository shall issue to the Treasurer at the time of each inactive deposit a receipt on a form agreed to by the Depository and the Treasurer,stating the interest to be paid.if any,the duration of the deposit,the frequency of interest payments,and the terms of withdrawal.Each such deposit receipt is by reference made a part of this Contract. 5. As security for said deposit,the Depository shall at all times maintain with the Agent of Depository named herein,commencing forthwith,eligible securities having a market value at least 10/a in excess of the actual total amount of local agency moneys on deposit with the Depository.If any eligible security is determined by the Administrator of Local Agency Security of the State of California in accordance with Government Code Section 53661 to be not qualified to secure public deposits,additional security shall be substituted immediately by the Depository,as necessary,to comply with the requirements of this Paragraph. 6. Eligible securities are those listed in the Government Code Section 53651. 7. The Agent of Depository,authorized by the Treasurer and the Depository to hold eligible securities posted as collateral under this Contract is U.S.Bank 2C001.FORM1138-Revised:7.22.24 Page 1 of 2 BANC OF CALIFORNIA 8. Said Agent of Depository has filed with the Administrator of Local Agency Security of the State of California in agreement to comply in ail aspects with the provisions of Title 5,Division 2,Part 1,Chapter 4,Article 2(commencing with Section 53630)of the Government Code. A copy of this agreement is attached hereto. 9. Authority for placement of securities for safekeeping in accordance with Government Code Section 53659 is hereby granted to the Agent of Depository,including placement with any Federal Reserve Banks or branches₹hereof,and the following banks,other than the Depository,located in cities designated as reserve cities by the Board of Governors of the Federal Reserve System: U.S. Bank—Portland Main Complex 555 SW Oak St Portland, OR 97204 10. If the Depository fails to pay all or part of any deposits of the Treasurer which are subject to this Contract when ordered to do so in accordance with the terms of withdrawal set forth on the deposit receipt(which is by reference made a part hereof),the Treasurer will immediately notify,in writing.the Administrator of Local Agency Security.Action of the Administrator in converting the collateral required by Paragraph 5 above for the benefit of the Treasurer is governed by Government Code Section 53665. 11. The Depository may add, substitute or withdraw eligible securities being used as security for deposits made hereunder in accordance with Government Code 53654,provided the requirements of Paragraph 5 are met. t2. The depository shall have and hereby reserves the right to collect the interest on the securities, except in cases where the securities are liable to sale or are sold or converted in accordance with the provisions of Government Code Section 53665. 13. The Depository shall bear and pay the expenses of transportation to and from the Treasurer's office of moneys so deposited and the expense of transportation of eligible securities maintained as collateral to and from the designated Agency of Depository.The Depository shall also handle,collect and pay all checks,drafts,and other exchange without cost to Depositor. 14, This Contract,the parties hereto, and all deposits governed by this Contract shall be subject in all respects to Title 5, Division 2, Part 1, Chapter 4, Article 2 (commencing with Section 53630)of the Government Code,and of all other state and federal laws, statutes,rules and regulations applicable to such deposits,whether now in force or hereafter enacted or promulgated,all of which are by this reference made a part hereof. IN WITNESS WHEREOF,the Treasurer in his official capacity has signed this Contract and the Depository has caused this Contract to be executed by its duly authorized officers. Depositor: Depository: City of Huntington Beach Banc of California Name of Agency Name of Bank Treasurer's Certification: Authorized Bank Officer's Certification: X Signature of Officer Signature of Bank Officer Travis Hopkins Rebecca Aiello Printed Name Printed Name COUNTERPART 20001,FORMt1 t 38-Revised: 7.22.24 Pass 2 of 2 BANC OF ,x CALIFORNIA 8. Saki Agent of Depository has tiled with the Adminia(rator of local Agency Security of the State of California In agreement to comply In all aspects with(he provisions of Title 5,Division 2.Part 1,Chapter 4,Article 2(commencing with Section 53630)of the Government Code,A copy et this agreement is Wattled hereto. n, Authority for placement of securities for sefekeepinh in accordance with Government Code Section 53859 is hereby granted to the Agent of Depositary,Including placement with any Federal Reserve Banks or branches thereof,and the following banks,other than the 0eponitory,located in titles designated as reserve titles by the Board of Governors of the Federal Reserve System: U.S.Bank—Portland Main Complex 555 SW Oak St Portland,OR 97204 10. It the Depository tails to pay all or part of any deposits of the Treasurer which are subject to This Contract when ordered to do so in accordance with the terms of withdrawal set forth an the deposit receipt(which Is by reference made a part hereof),the Treasurer will Immediately'notify,In writing,the.Adnrtriisti torof Local Agency Secutity.Action of the.Adrniniatratorin converting the collateral required by Paragraph 6.above for the benefit of the Treasurer Is governed by Government Cede Section 53668. 11. The Depository may add, substitute or withdraw eligible securities being used as security for deposits made hereunder in accordance with Government Code 53654,provided the requirements of Paragraph 5 ere mei. 12. The'depository shall have and hereby reserves the right to collect the interest on the securities, except In cases where the securitles.are liable to sale or are said or converted in accordance with the provisions of Government Coda Section 53685. 13. The Depository shall bear and pay the expenses of'transportation to and from the Treasurer's office of moneys so deposited and the expense of transportation of eligible securities maintained as collateral to and tern the designated Agency of Depository.The Depositary shall also handle,collect turd pay all checks,drafts,and other exchange without cost to Depositor, 1d. This Contract,the parties hereto,and all deposits governed by this Contract shall be subject in all respects to Title e, Division 2, Past 1, Chapter 4,Article 2(commencing with Section 53830)of the Government Code,and of ail other state and federal laws, statutes,rules.and regulations appficable.io such deposits,whether now in force or hereafter enacted or promulgated,all of which are by this reference made a pert hereof. IN WITNESS WHEREOF,the Treasurer In his official capacity has signed this Contract and the Depository has.caused this Contract to be executed by Its duly authorized officers, Depositor: Depository: City of Huntington Beach Banc of California Name of Agency Name of Bank Treasurer's-Certification: Author nkOffic s Certifications SI9 n(f re of Officer S tura of Bank 4ffic r Travis Hopkins Rebecca Aiello Printed'Numo Printed Name COUNTERPART 20001.FORM 1138-Revised;7.21,2 4 PSO 2 of 2 PARTIAL WAIVER OF COLLATERAL DUE TO FDIC INSURANCE RE: City of Huntington Beach (Customer Name—Government Agency) Local conditions so warrant and pursuant to authority invested in me pursuant to section 53653 of the California Government Code, I hereby waive the security required by section 53630 et. seq. of the California Government Code to the extent that deposits for the above- referenced are insured pursuant to Federal Law by the Federal Deposit Insurance Corporation. Signature: /-/% Printed Name: Travis Hopkins Title: City Manager Date: 20001 F0RM1130—Revised,7,22 24 Page 1 of 1 CITY OF [13 HUNTINGTON BEACH Travis Hopkins I City Manager May 15, 2026 Banc of California ATTN: Specialty Markets and General Counsel 3 MacArthur Place Santa Ana, CA 92707 PROJECT: Energy Efficiency and Renewable Energy Project SUBJECT: Update for authorization and confirmation of wire transfers To Whom it May Concern: At the November 18, 2025, City Council meeting, Resolution No. 2025-71 was approved which, among other things, authorized the City Manager to execute any related and necessary financing documents for an energy efficiency and renewable energy project. Furthermore, per the Escrow Agreement and respective escrow account number 6722681157 with Banc of California, the following individuals will be authorized to sign payment requests and be the confirmation contacts for any and all wire transfer requests: Zack Zithisakthanakul, Chief Financial Officer, zack.zith@surfcity-hb.org, (714) 536-5925 Joyce Zacks, Deputy City Treasurer, jzacks@surfcity-hb.org, (714) 536-5990 Chau Vu, Director of Public Works, chau.vu@surfcity-hb.org, (714) 374-5345 Please contact us with any questions. Thank You, ''/ ----1.41------ Travis Hopkins City Manager City of Huntington Beach Office: (714)536—5511 I 2000 Main Street, Huntington Beach, CA 92648 I www.huntingtonbeachca.gov EXHIBIT L RESOLUTIONS OF LESSEE,INCLUDING NOTICE OF PUBLIC HEARING [To Be Provided By Lessee] Exhibit L-1 RESOLUTION NO.2025-71 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF HUNTINGTON BEACH,AUTHORIZING THE EXECUTION AND DELIVERY OF A LEASE AGREEMENT,AN ESCROW AGREEMENT AND EQUIPMENT SCHEDULE WHEREAS The City Council of the City of Huntington Beach (the "Lessee"), a body politic and corporate duly organized and existing as a municipal corporation and Charter City of the State of California, does hereby consent to the taking of the following actions by the Lessee as of the date hereof; The City Council desires to cause the Lessee and hereby authorizes the Lessee by the laws of the State of California to purchase, acquire,and lease personal property for the benefit of the Lessee and those it provides services to and to enter into contracts with respect thereto; The City Council desires to cause Lessee to purchase, acquire and lease certain equipment constituting personal property (the"Equipment")necessary for the Lessee to perform essential governmental functions as deemed necessary and/or desirable by its Designated Officers(defined below); The City Council desires to cause Lessee to finance the Equipment an amount not to exceed$7,383,861 (the"Financed Amount"); • In order to acquire such Equipment,the Lessee proposes to enter into one or more Lease Purchase Agreements(together with the Equipment Schedules and all related exhibits,schedules, and certificates attached thereto,the "Lease Agreements")with Metro Futures, Inc., a California corporation (the "Lessor") for the Financed Amount secured in part by the Equipment, and one Escrow Agreement (together the Disbursement/Payment Request Form and Acceptance Certificate,the"Escrow Agreement")with the Lessor and an escrow agent(approved by Lessor), the forms of which have been presented to the governing body of the Lessee at this meeting; The governing body of the Lessee deems it for the benefit of the Lessee and for the efficient and effective administration thereof to enter into the Transaction Documents for the purchase, acquisition, and leasing of the Equipment to be therein described on the terms and conditions therein provided; NOW,THEREFORE, the City Council of the City of Huntington Beach hereby resolves as follows: SECTION 1. That the City Council hereby approves the form, terms and provisions of the Transaction Documents in substantially the forms presented to the City Council on or about the date hereof; SECTION 2. That the governing body of the Lessee hereby authorizes and directs Travis Hopkins, the City Manager of the Lessee, and such other persons as he/she/they may RESOLUTION NO.2025-71 delegate (the"Designated Officers"), and each of them individually, on behalf of the Lessee, to execute and deliver the Transaction Documents SECTION 3. That the execution of the Transaction Documents by any Designated Officer shall constitute conclusive evidence of such officer's and the governing body's approval of any such changes, insertions, revisions, corrections, or amendments to the Transaction Documents; SECTION 4.That the officers and employees of the Lessee shall take all action necessary or reasonably required by the Transaction Documents to carry out, give effect to, and consummate the transactions contemplated thereby and to take all action necessary in conformity therewith; SECTION 5. That the Designated Officers and all other officers and employees of the Lessee are hereby directed and authorized to take and shall take all action necessary or reasonably required in order to select,purchase,and take delivery of the Equipment; SECTION 6. That Nothing contained in this Resolution or the Transaction Documents shall be construed with respect to the Lessee as incurring a pecuniary liability or charge upon the general credit of the Lessee or against its taxing power, nor shall the breach of any provision contained in this Resolution or the Transaction Documents impose any pecuniary liability upon the Lessee or any charge upon its general credit or against its taxing power, except to the extent that the rental payments payable under the Transaction Documents are special limited obligations of the Lessee as provided therein; SECTION 7. That the Designated Officers are each hereby designated to act as authorized representatives of the Lessee for purposes of the Transaction Documents until such time as the governing body of the Lessee shall remove such designation; SECTION 8. That any actions authorized pursuant to the authority given hereunder and heretofore taken by the Lessee, or any Designated Officer on behalf of the Lessee, in connection with the transactions contemplated by the foregoing resolutions be, and they hereby are, approved,ratified and confirmed in all respects SECTION 9. This Written Consent may be executed in multiple counterparts, and all such executed counterparts shall constitute the same instrument. SECTION 10. This Resolution shall take effect and be in full force immediately after its adoption by the City Council. 2 RESOLUTION NO.2025-71 PASSED AND ADOPTED by the City Council of the City of Huntington Beach at a regular meeting thereof held on the 18th day of November ,2025. Mayor REVIEWED AND APPROVED: APPROVED AS TO FORM: City Manage .--City Attorney INITIATED AND APPROVED: r prt rector fif13""deublic Works 3 Res. No. 2025-71 STATE OF CALIFORNIA COUNTY OF ORANGE ) ss: CITY OF HUNTINGTON BEACH ) I, LISA LANE BARNES, the duly elected, qualified City Clerk of the City of Huntington Beach, and ex-officio Clerk of the City Council of said City, do hereby certify that the whole number of members of the City Council of the City of Huntington Beach is seven; that the foregoing resolution was passed and adopted by the affirmative vote of at least a majority of all the members of said City Council at a Regular meeting thereof held on November 18, 2025 by the following vote: AYES: Twining, Kennedy, McKeon, Burns, Van Der Mark, Gruel, Williams NOES: None ABSENT: None ABSTAIN: None L )14--4-44t&AKIlier' City Clerk and ex-officio Clerk of the City Council of the City of Huntington Beach, California NOTICE OF PUBLIC HEARING BEFORE THE CITY COUNCIL OF THE CITY OF HUNTINGTON BEACH Location:City Council Chambers,2000 Main St,Huntington Beach,CA 92648 Vendor:Brad Chapman,Alliance Building Solutions,LLC;Metro Futures,Inc. P rotect Description: RESOLUTION ADOPTING CERTAIN FINDINGS AND APPROVING DESIGN AND BUILD AGREEMENT AND APPROVE A FINANCE AGREEMENT FOR ENERGY RELATED IMPROVEMENTS TO CITY FACILITIES WITH ALLIANCE BUILDING SOLUTIONS,LLC.ALONG WITH RELATED LEASE DOCUMENTS WITH METRO FUTURES, INC. TO FUND ENERGY RELATED IMPROVEMENTS AT CITY FACILITIES NOTICE IS HEREBY GIVEN that the City Council of the City of Huntington Beach will hold a Public Hearing in the Council Chamber of the Huntington Beach City Hall. Dote: November 18,2025 Time: 6:00 pm P lace:Huntington Beach City Hall,Council Chambers 2000 Main St,Huntington Beach,CA 92648 City Council shall hold a public hearing on November 18, 2025 for the purposes of presenting certain findings, taking public comment, and approving a Resolution adopting the findings and approving a Design and Build Agreement with Alliance Building Solutions,LLC.and approving a Finance Agreement and related necessary lease documents with Metro Futures, Inc. to fund the Implementation of certain energy conservation Improvements to City facilities In accordance with California Government Code Section 4217.10 to 4217.18.The City Council findings shall provide and Design and Build Agreement shall require that the cost to the City to Implement the energy related Improvements will be less than the anticipated marginal cost to the City of thermal,electrical,or other energy that would have been consumed by the City In absent of purchasing the energy improvements. Written comments may also be mailed or delivered to the City Clerk at the office address identified below on or before the meeting date. If you challenge the matter In court,you may be limited to raising those issues you or someone else raised at the public hearing,or In written correspondence delivered to the C ity of Huntington Beach at,or prior to,the public hearing. For more Information about the prolect and the related environmental documentation please contact: City of Huntington Beach By:Lisa Lane Barnes,City Clerk 2000 Main Street,2nd Floor Huntington Beach,CA 92648.2702 Telephone: (714)536-5227 City Website:https://www.huntingtonbeachca.govi Date of Publication:October 30,2025 November 6,2025 Huntington Beach Wave Published:10/30,11/6/25 PH Notice - Alliance Building Solutions. LLC - Page 2 of 2 EXHIBIT M TAX CERTIFICATE AND IRS FORM 8038-G [To be prepared by Tax Counsel] Exhibit M-1 City of Huntington Beach Lease Purchase Obligations Due Diligence Questionnaire In connection with the issuance of the above-referenced lease purchase obligations (the "Obligations")by the City of Huntington Beach(the"City")the undersigned representative of the City,hereby states and certifies to Lozano Smith,LLP,Tax Counsel,as follows: The Proiects 1. Please briefly describe the project(s) ("Projects") to be financed with proceeds of the Obligations. Expansion of our energy management control system and upgrade existing HVAC and control systems where needed.Additionally,the new equipment will allow us to upgrade interior and exterior lighting,transformers and dilapidated equipment.The solar systems will generate electricity and reduce the use of utility-provided electricity. 2. Please describe the status of any Project contracts to be financed with the proceeds of the Obligations approved to date. Approved Completion T j'a Contractor Amount Date Approved Date(est.) Energy Project Alliance Building $7,383,861.00 11/18/2025 1 12/31/2027 Solutions, LLC 3. Has the City already spent any funds on the Project(s), or does the City intend to spend funds on the Project(s)before closing the proposed financing,that they intend to reimburse from the proceeds of the proposed financing? Yes( )No L✓j If yes,please explain. Estimated amount of reimbursement: $ Expected date of expenditure(s)and brief description(e.g.,design work,site work, equipment purchased,etc.): Expenditure Date Amount Description 1 Tax Matters Retarding Proceeds of the Obligations 4. Does and will the City own and control their Project(s)to be financed with the proceeds of the Obligations? Yes L✓J No( ) If no,please explain. 5. Does the City reasonably expect to spend at least 85%of the proceeds on the Projects within three years? Yes L✓i No( ) If no,please explain. 6. Will the Projects/facilities to be financed with the proceeds be used by any person or entity other than the City(including a private corporation,or the federal government)? Yes( )No(_✓J If yes,please explain. 7. Will any of the Project facilities built from proceeds require the City to enter into any contracts for use of the financed facilities(e.g.,maintenance contracts or other)? Yes( )No(_✓j. If yes,please provide details,including copies of contracts. 8. Does the City lease or plan to lease any of its property (including solar power leases or licenses)to be built from proceeds?? Yes( )No(_✓_) If yes,please explain. 9. Does the City intend to loan any portion of its proceeds to another entity? Yes( )No(_✓_) If yes,please explain. 10. Please provide your Taxpayer ID Number 95-6000723 2 IN WITNESS WHEREOF, the undersigned authorized representative of the City has executed this Due Diligence Questionnaire on May 15, 2026. CITY OF HUNTINGTON BEACH By: %.. ame: Travis Hs skins Title: City Manager 3 $7,383,861 CITY OF HUNTINGTON BEACH 2026 EQUIPMENT LEASE-PURCHASE FINANCING TAX CERTIFICATE Dated: May 15,2026 1. PRELIMINARY MATTERS 1.1. Representations of the City. The City of Huntington Beach (the "City"), a municipal corporation and general law city duly organized and validly existing under the Constitution and laws of the State of California, hereby makes the following representations of facts and expectations and covenants to comply with the requirements of this Tax Certificate in connection with the delivery of an Equipment Lease-Purchase Agreement dated May 15,2026(the"Lease,"or the"Obligation"),between Metro Futures, Inc. (the "Corporation"),and the City the principal components of the rental payments under which aggregate$7,383,861.The Corporation has assigned its interests in the Lease to Capital One Public Funding,LLC(the"Assignee"). 1.2. Purpose of Tax Certificate. These representations and covenants are in part made pursuant to Treasury Regulations Section 1.148-2 (b)(2) and are in furtherance of the covenants contained in Article 11 (Tax Covenants and Indemnification)of the Lease. 1.3. Reasonable Expectations. To the best of the knowledge and belief of the undersigned,there are no other facts,estimates,or circumstances that would materially change the expectations as set forth herein,and said expectations are reasonable. 1.4. Certifications of the Assignee.Certifications with respect to,among other things,the issue price,yield,and weighted average maturity of the Obligation are based on representations made by the Assignee in Exhibit D.The undersigned is not aware of any facts or circumstances that would cause the undersigned to question the accuracy of the representations made by the Assignee. 1.5. Purpose of Financing.The Obligation is being issued to fund improvements to City facilities and equipment,consisting of energy conservation facilities(the"Project")and pay related costs of issuance.A breakdown of the Project components is set forth in Exhibit A. 1.6. Definitions. Capitalized terms used herein that are not otherwise defined herein shall have the respective meanings set forth in the Lease.Unless the context otherwise requires,the following capitalized terms have the following meanings for purposes of this Tax Certificate: Bond Year means the period ending on June 30 of each year with the first Bond Year beginning on the Closing Date and ending on June 30,2026,and the last Bond Year ending on the date on which the Obligation is no longer outstanding. Closing Date means the date of this Tax Certificate. Code means the Internal Revenue Code of 1986, or any successor thereto, and the applicable Treasury Regulations promulgated thereunder. Gross Proceeds has the meaning used in Treas.Reg.§1.148-1(b)and generally means all proceeds derived from or relating to the Obligation,including Sale Proceeds,amounts received as a result of investing the Sale Proceeds(Investment Proceeds), and amounts expected to be used to pay debt service on the Obligation. Investment Proceeds has the meaning used in Treas.Reg. §1.148-1(b)and generally means the earnings from the investment and reinvestment of Sale Proceeds and all earnings from the investment and reinvestment of such earnings. Investment Property has the meaning used in Section 148(b)(2)of the Code,and generally means any security or obligation, any annuity contract, or any other investment-type property(which has the meaning used in Treas.Reg.§1.148-1(b),i.e.,property that is held principally as a passive vehicle for the production of income),but does not include any Tax-Exempt Bond unless such obligation is a"specified private activity bond"within the meaning of Section 57(a)(5)(C)of the Code. Issue Price has the meaning as set forth in Treas. Reg. §1.148-1(0. In the case of a debt instrument issued for money in a private placement to a single buyer that is not an underwriter or a related party,such as the Obligation,the Issue Price is the price paid by that buyer. Minor Portion has the meaning used in Treas. Reg. §1.148-2(g)and generally means the lesser of$100,000 and 5%of the Sale Proceeds. Net Sale Proceeds has the meaning used in Treas. Reg. §1.148-1(b)and generally means the Sale Proceeds less the Minor Portion. Nongovernmental Person means any person or entity other than a governmental unit (including any state or political subdivision of a state, but excluding the United States and its agencies or instrumentalities). Nonpurpose Investment has the meaning used in Treas. Reg. §1.148-1(b) and generally means any Investment Property in which Gross Proceeds are invested. Opinion of Counsel means a written opinion ofcounsel having experience with matters relating to the obligations of public agencies,delivered to the City,to the effect that the exclusion from gross income for federal income tax purposes of interest on the Obligation will not be adversely affected. Sale Date means May 15,2026. Sale Proceeds has the meaning used in Treas.Reg.§1.148-1(b)and generally means the amount constructively received by the City upon delivery of the Lease,which is$7,3 83,861. Spendable Proceeds has the meaning used in Treas. Reg. §1.149 (g)-1 (a) and generally means Net Sale Proceeds. Tax-Exempt Bond has the meaning used in Treas. Reg. §1.150-1 and generally means any obligation the interest on which is excluded from federal gross income pursuant to the provisions of Section 103 of the Code or Section 103 of the Internal Revenue Code of 1954,as amended,and Title XIII of the Tax Reform Act of 1986, as amended, and also includes (1) an interest in a regulated investment company to the extent that at least 95%of the income to the holder of the interest is interest that is excluded from gross income under section 103 of the Code and(2)a certificate of indebtedness 2 [Tax Certificate] issued by the United States Treasury pursuant to the Demand Deposit State and Local Government Series program described in 31 CFR 344;provided that the term"Tax-Exempt Bond"does not include any obligation that is a"specified private activity bond"within the meaning of Section 57(a)(5)(C)of the Code. Yield means that discount rate described in Section 2.10 of this Tax Certificate. 2. ARBITRAGE Preliminary Matters 2.1. One Issue. The Obligation was sold at the same time on the Sale Date,has been sold pursuant to the same plan of financing,and is reasonably expected to be paid from substantially the same source of funds (determined without regard to guarantees from unrelated parties). Accordingly, the Obligation is a single issue for federal tax purposes. No other governmental obligations that are reasonably expected to be paid out of substantially the same source of funds as the Obligation were or will be sold at substantially the same time and sold pursuant to the same plan of financing as the Obligation. 2.2. Issue Price.The City is delivering the Lease to the Corporation on the date hereof;the Corporation has assigned its interests therein to Capital One Public Funding,LLC,on the date hereof in exchange for payment in good funds of the Sale Proceeds($7,531,528.22).The Obligation has not been offered to the public. Proceeds and Other Funds 2.3. Sale Proceeds.The City will cause the Sale Proceeds to be paid for the following purposes,in the following amounts: Project costs $7,358,861.00 Assignment Fee 147,667.22 Costs of issuance 25,000.00 TOTAL $7,531,528.22 2.4. Reserved. 2.5. Funds and Accounts. Neither the City nor any other person benefitting from the issuance of the Obligation will use any fund or account other than the City's general fund or its golf course fund, directly or indirectly,to pay principal of or interest represented by the Lease; nor is any fund or account,however established,other than the general fund,so pledged as security for the Obligation that there is a reasonable assurance that amounts held in such other fund or account will be available if needed to pay debt service with respect to the Obligation. 2.6. Debt Service Fund. 2.6.1. Source of Repayment. The Obligation is an obligation payable from the general fund of the City. 3 [Tax Certificate] 2.6.2.Repayment from Current Revenues.The City expects that its general fund revenues will at least equal debt service with respect to the Obligation during each payment period,and all amounts paid by the City for debt service will be from the City's current revenues. 2.6.3.Bona Fide Debt Service Fund.That portion ofthe general fund and the golf course fund used for debt service (the"debt service fund")will be used primarily to achieve a proper matching of revenues and debt service within each Bond Year.The debt service fund will be depleted at least once each Bond Year except for a carryover amount not to exceed the greater of (i)earnings on the debt service fund for the immediately preceding Bond Year and(ii) 1/12th of debt service with respect to the Obligation for the immediately preceding Bond Year.Amounts contributed to the debt service fund will be spent within 13 months after the date of such contribution,and any amounts received from the investment or reinvestment of such moneys will be expended within one year after the date of accumulation thereof. Such amounts will be invested without regard to yield. 2.7. Project Costs: Three-Year Temporary Period. Amounts used to pay the costs of the Project will be held in the Escrow Fund by Banc of Califomia,as escrow agent for the City. 2.7.1. Three-year Expenditure Test. The City reasonably expects to spend at least 85%of the Net Sale Proceeds before the third anniversary of the Closing Date. 2.7.2. Six-Month Substantial, Binding Obligation Test. The City will within six months of the Closing Date incur binding obligations to third parties involving expenditures of not less than$367,943.05 (5%of the Net Sale Proceeds)for the Project. 2.7.3.Due Diligence Test.The City reasonably expects that completion of the Project and allocation of Net Sale Proceeds to expenditures will proceed with due diligence. The amounts in the Escrow Fund will pay for costs chargeable to the capital account of the City. Sale Proceeds and Investment Proceeds to be used to pay the costs ofthe Project will be invested without regard to yield until the third anniversary of the Closing Date,or,if later,Investment Proceeds received will be invested without regard to yield for a period of one year beginning on the date of receipt. 2.8. Other Replacement Proceeds. Neither the City nor any related persons will use any proceeds of the Obligation directly or indirectly to replace funds of the City or any related persons that are used directly or indirectly to acquire Investment Property reasonably expected to produce a yield materially higher than the yield on the Obligation. 2.9. Yield Restriction. Unless otherwise authorized by an Opinion of Counsel,if the sum of (a)all Sale Proceeds remaining unexpended after the third anniversary of the Closing Date,together with all amounts received from the investment or reinvestment of such proceeds and remaining unexpended after a one-year period beginning on the date of receipt of such amounts(if such date is later than the third anniversary of the Closing Date), plus (b) any amounts held in the debt service fund and remaining unexpended after thirteen months from the date of accumulation,at any time in the aggregate exceeds the Minor Portion,the excess will be invested either(i)in assets that are not Investment Property or(ii)in Investment Property with a yield not materially higher than the yield on the Obligation or the City will satisfy the requirements for qualified yield reduction payments set forth in Treasury Regulations Section 1.148-5(c)and Section 1.148-10(b)(1)(ii). 4 [Tax Certificate] Yield 2.10.Yield. For purposes of this Tax Certificate,yield is calculated as set forth in Section 148(h)of the Code and Treasury Regulations Sections 1.148-4 and 1.148-5. 2.10.1.Yield on the Obligation. Yield on the Obligation generally means that discount rate that,when used in computing the present value as of the Closing Date of all unconditionally payable payments of principal and interest on the Obligation,produces an amount equal to the present value,using the same discount rate,of the aggregate Issue Price of the Obligation as of the Closing Date. 2.10.2.Yield on Investment Property.Yield on Investment Property generally means that discount rate that,when used in computing the present value as of the date the investment is first allocated to the Obligation of all unconditionally payable receipts from the Investment Property, produces an amount equal to the present value of all unconditionally payable payments for the Investment Property. 2.10.3. Issue Price; Yield. The issue price of the Obligation is $7,531,528.22, which represents the price paid by the first buyer of the Obligation.For purposes hereof,yield shall be calculated on a 360-day year basis with interest compounded semiannually. The yield on the Obligation has been calculated to be at least 4.615154%. 2.11. No Qualified Hedge. The City has not and will not enter into any "qualified hedge" (as that term is defined in Treas. Reg. §1.148-4(h))relating to the Obligation. Miscellaneous 2.12.No Abusive Arbitrage Device.The City has not taken any action in connection with the Obligation that has the effect of(i)enabling the City to exploit the difference between tax-exempt and taxable interest rates to obtain a material financial advantage or(ii)overburdening the tax-exempt bond market(including,without limitation,by issuing more bonds,issuing bonds earlier,or allowing bonds to remain outstanding longer than is otherwise reasonably necessary to accomplish the governmental purpose of the Obligation). 2.12.1. No Exploitation of Tax-Exempt Interest Rates. No investment of any portion of the Gross Proceeds of the Obligation exploits the difference between tax-exempt and taxable interest rates. 2.12.2.No Overburdening of Tax-Exempt Bond Market. 2.12.2.1. No Overissuance. Proceeds from the sale of the Obligation, taking into account anticipated investment income thereon until expended, do not exceed the amount necessary to pay for the governmental purpose of the Obligation and to pay costs of issuance. 2.12.2.2. No Early Issuance.The Obligation is not issued earlier than necessary to accomplish its governmental purpose,as evidenced by qualification for the temporary periods under Treas.Reg.§§1.148-9(d)(see paragraphs 2.6 and 2.7 above). 5 [Tax Certificate] 2.12.2.3. Obligation Not Outstanding Longer than Necessary. The City will not allow the Obligation to remain outstanding longer than is necessary to accomplish its governmental purpose. 2.12.2.3.1. Qualification for Safe Harbor Against Creation of Replacement Proceeds.The weighted average maturity of the Obligation does not exceed 120% of the average reasonably expected economic life of the Project(see Exhibit A attached hereto). 2.12.2.3.2. No Expected Replacement Proceeds from Sale of Project. The City does not expect that the Project will be sold or otherwise disposed of before the last scheduled principal payment on the Obligation. 3. REBATE 3.1. Exceptions to Rebate Requirement. 3.1.1. Bona Fide Debt Service Fund Exception. Subject to the representations and certifications made in Section 2.5 of this Tax Certificate, no rebate calculations will need to be made with respect to any moneys in the debt service fund. 3.1.2.Eighteen-Month Expenditure Exception. Pursuant to Treas. Reg. § 1.148-7(d), Gross Proceeds to be used to pay costs of the Project may not be subject to the Rebate Requirement. The City will be relieved of the Rebate Requirement with respect to such amounts if the amount of Gross Proceeds(excluding amounts(i)in the debt service fund and (ii)that, as of the Closing Date, are not reasonably expected to be Gross Proceeds but that become Gross Proceeds after the end of the 18-month spending period)spent at the end of the six-month periods outlined below(the first such six-month period ending on the date that is six(6)months after the Closing Date)is as follows: End of first six months 15% End of first year 60% End of first 18 months 100% The requirement that 100%of such Gross Proceeds be expended within eighteen(18)months generally will be met if no more than a"reasonable retainage"(as defined in Treas.Reg.§1.148- 7(h),which generally means an amount,not in excess of 5%of the Net Sale Proceeds,retained for reasonable business purposes relating to the Project)remains unspent by such time and if such remainder is spent within thirty(30)months of the Closing Date.In determining compliance with the first two spending periods,the amount of Investment Proceeds included in such Gross Proceeds is determined based on the City's reasonable expectations as of the Closing Date.The City does not anticipate any earnings on the Sale Proceeds. Exhibit B sets out a schedule of required spending to meet the eighteen-month exception to rebate requirements.The payment of the principal component of the Rental Payments does not constitute an expenditure of Gross Proceeds.The requirement that 100%of the gross proceeds be expended within eighteen(18) months generally will be met if the amount unexpended at the end of the period is less than 3% of the Issue Price but not more than$250,000. 6 [Tax Certificate] 4. OTHER CODE REQUIREMENTS FOR TAX-EXEMPT BONDS 4.1. Political Subdivision Status.The City is a municipality and a political subdivision of the State of California.The City has general taxing powers and the general authority to exercise the power of eminent domain in furtherance of its governmental purposes. 4.2. Not Private Activity Bonds.The City will not lend more than 5%ofthe principal amount of the Obligation to one or more Nongovernmental Persons other than in their roles as members of the general public.The City will not allow more than 10%of Sale Proceeds and Investment Proceeds of the Obligation or any of the improvements financed with the Obligation to be used directly or indirectly by any Nongovernmental Person in any trade or business(other than as an agent of the City or in their roles as members of the general public)and will not lend any ofthe proceeds to any Nongovernmental Persons. For purposes of the preceding sentence, "10%" is reduced to "5%" for nongovernmental use of any facilities financed from proceeds of the Obligation that are disproportionate to or not related to the governmental purposes of the Obligation.Absent an Opinion of Counsel,for purposes of this Section,a Nongovernmental Person will be treated as privately"using"proceeds of the Bonds to the extent the Nongovernmental Person(i)borrows proceeds of the Obligation or(ii)uses the Project(e.g.,as owner, lessee,service provider,operator,or manager). The rooftop and carport solar photovoltaic systems components of the Project have been designed, based on the City's historic usage patterns,to serve the City's electric power demands and will not be used to serve any licensee or lessee of City facilities. 4.3. Registered Form.The Obligation is being delivered in registered form.The City shall keep a complete and accurate record of all owners or assignees of the Lease in form and substance satisfactory to comply with the registration requirements of Section 149(a)of the Code. 4.4. Not Federally Guaranteed.The City will not directly or indirectly use or permit the use of any proceeds of the Obligation or any other funds ofthe City nor take or omit to take any action that would cause the Obligation to be an obligation that is "federally guaranteed" within the meaning of Section 149(b)of the Code. In furtherance of this covenant,the City will not allow the payment of the principal of or interest with respect to the Obligation to be guaranteed(directly or indirectly)in whole or in part by the United States or any agency or instrumentality thereof.The City also will not use 5%or more of the proceeds ofthe Obligation to make loans the payment of the principal or interest with respect to which are guaranteed in whole or in part by the United States or any agency or instrumentality thereof. The City will not invest 5%or more of the proceeds in federally insured deposits or accounts. The preceding restrictions shall not apply (i) to investments of proceeds during the temporary periods described in this Tax Certificate,(ii)with respect to the debt service fund. 4.5. Information Reporting.The City shall cause Form 8038-G to be filed with respect to the Obligation no later than the fifteenth day of the second month following the close of the calendar quarter in which the Closing Date occurs. 4.6. No Refunding.None of the proceeds of the Obligation will be used to pay principal of or interest on any other obligation. 4.7. Not Pooled Financing Bonds.The City will not use the proceeds of the Obligation directly or indirectly to make or finance loans to two or more ultimate borrowers within the meaning of Section 149(f)of the Code. 7 [Tax Certificate] 4.8. Not Hedge Bonds. 4.8.1.Three-year Expenditure Test.The City reasonably expects to spend at least 85%of the Net Sale Proceeds to carry out the governmental purpose of the Obligation before the third anniversary of the Closing Date. 4.8.2.Guaranteed Investment Test.Less than 50%of the proceeds of the Obligation will be invested in investment securities with a substantially guaranteed yield for four years or longer. 5. CONCLUDING MATTERS 5.1. Authorized Representative.The undersigned is an authorized representative of the City, is responsible for delivering the Obligation, and is acting for and on behalf of the City in executing this Tax Certificate. 5.2. Amendments. Notwithstanding any provision of this Tax Certificate, the City may amend this Tax Certificate and thereby alter any actions allowed or required by this Tax Certificate if such amendment is based on an Opinion of Counsel. 5.3. Survival of Defeasance. Notwithstanding anything in this Tax Certificate to the contrary,the obligation to comply with all the requirements contained in this Tax Certificate shall survive the defeasance of the Obligation. 5.4. Filing Requirements. The City shall file or cause to be filed such reports or other documents with the Internal Revenue Service as is required by the Code in accordance with an Opinion of Counsel. 5.5. Written Post-Issuance Compliance Procedures. The City hereby establishes the procedures described in Exhibit C to ensure remediation of any"nonqualified bonds"and monitor the requirements of Section 148 of the Code. [Signature page follows] 8 [Tax Certificate] IN WITNESS WHEREOF,the City of Huntington Beach has executed this Tax Certificate by its officer thereunto duly authorized as of the day and year first written above. CITY OF HUNTINGTON BEACH BY: dii--- Name: Travis Hopkins Title: City Manager 9 [Tax Certificate] Exhibit A Weighted Average Reasonably Expected Economic Life The following describes the property to be financed with the proceeds of the Lease*: A B C(AxB) Expenditure Approximate Expected Weighted Expected Category Cost Life Life($years) Lighting $1,035,726.00 15 Years $15,535,890.00 Mechanical & $64,138,035.00 Controls $4,275,869.00 15 Years Electrical $1,084,210.00 20 Years $32,526,300.00 Renewable $963,056.00 20 Years $28,891,680.00 TOTAL $7,358,861.00 $141,091,905.00 Weighted Average Reasonably Expected Economic Life of Property Financed by the Lease (Total C_Total A)= 19.17 years Weighted Average Maturity of Lease=8.6506 years *The City is making a cash contribution of$0 towards the project cost. 10 [Tax Certificate] Exhibit B Eighteen-Month Expenditure Exception "gross proceeds" Net Sale Proceeds $7,383,861.00 Plus Earnings 0.00 Total $7,383,861.00 Expenditures—first two periods Required Amount 15%-6 months $1,107,579.10 60%- 12 months $4,430,316.60 100%- 18 months actual total gross proceeds 11 [Tax Certificate] Exhibit C Post-Issuance Tax Compliance Procedures 2026 Equipment Lease-Purchase Agreement Covenant The City has covenanted that it will do all things permitted by law that are necessary and desirable in order to assure that the interest component of the Rental Payments under the Equipment Lease-Purchase Agreement will be excluded from gross income for federal income tax purposes and will take no action that would result in such interest not being so excluded. Three federal income tax subject matters with respect to the Equipment Lease-Purchase Agreement may affect the excludability of the interest component of the Rental Payments: (1)the private business tests,(2)arbitrage rebate,and(3)reissuance. Private Business Tests The City is a local government entity,the improvements financed by the Equipment Lease- Purchase Agreement will be used by the City, but not in a trade or business,or by members of the general public.The private business use is not met, so the Equipment Lease-Purchase Agreement is not a private activity bond. If the City's interest in the improvements financed by the Equipment Lease-Purchase Agreement were transferred to an entity that is not a governmental entity,or if more than 10%of those improvements were to be used by an entity that obtained legal rights to their use are different from and superior to the rights of the City or its employees(e.g.,if they were subleased on a longterm basis to that entity),then the private business tests might be met.The City Director of Finance will consult with qualified bond counsel in such event to determine what action may be required to remediate any noncompliance or whether to take action under the Tax Exempt Bonds Voluntary Closing Agreement Program(VCAP). Arbitrage Rebate The City expects to spend all of the Gross Proceeds within eighteen months and to meet the spending requirements to qualify for the eighteen-month expenditure exception to arbitrage rebate(no reserve fund was established).The City Director of Finance will confirm that expenditures at the end of each spending period reached the required level. If the City does not qualify for the exception and the interest rate on investment of Gross Proceeds at any time exceeds 4.615154%,the City's Director of Finance will consult with qualified bond counsel to determine if any further action is required regarding rebate. Reissuance A significant modification of the terms of the Equipment Lease-Purchase Agreement may result in its being deemed refunded or"reissued."Such an event will require,among other things,the filing of a new information return with the federal government and the execution of a new tax certificate.In such event,the City Director of Finance will consult with qualified bond counsel. 12 [Tax Certificate] Exhibit D Certificate of the Assignee The undersigned,on behalf of Capital One Public Funding,LLC (the "Assignee"),hereby certifies as set forth below in connection with the execution and delivery by the City of Huntington Beach(the"City") and Metro Futures, Inc.(the "Corporation"), of the Equipment Lease-Purchase Agreement dated as of May 15, 2026 (the "Obligation"), and the Assignment Agreement dated as of May 15, 2026 (the "Assignment"),between the Assignee and the Corporation. 1. On the date hereof, the Assignee paid $7,531,538.22 (the "Purchase Price") to the Corporation as consideration for the assignment of the Obligation to the Assignee.The Purchase Price reflects a par amount of$7,383,861.00 plus a premium of$147,677.22. The terms of the Obligation and the Assignment were negotiated at arm's-length between unrelated parties.Except for the amounts described in the Assignment, the Assignee is not receiving or making any other payments in connection with the Obligation and the Assignment. 2. The Assignee is paying the Purchase Price with the Assignee's own funds and for the Assignee's own account and not with a present view to, or for sale in connection with, any sale or assignment of the Obligation.The Assignee has not offered to sell, solicited offers to buy or agreed to sell or assign the Obligation or any part thereof,and the Assignee has no present intention of reselling, assigning or otherwise disposing of the Obligation. 3. The yield of the aggregate lease payments to be received by the Assignee under the Obligation is 4.615154 percent and the weighted average maturity of such lease payments is 8.6506 years. The representations set forth in this Certificate of the Assignee are limited to factual matters only.Nothing in this Certificate of the Assignee represents the Assignee's interpretation of any laws, including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder.The undersigned understands that the foregoing information will be relied on by the City with respect to(i)certain of the representations set forth in the Tax Certificate to which this Certificate of the Assignee is attached,(ii)compliance with the federal income tax rules affecting the Obligation,(iii)the preparation of the Internal Revenue Service Form 8038-G. Dated: May 15, 2026 CAPITAL ONE PUBLIC FUNDING,LLC By 0.66e(kRALAUb Mea.C"-- Name: Catherine DeLuca Title: Vice President 13 [Tax Certificate] Farn8038—G Information Return for Tax-Exempt Governmental Bonds ►Under Internal Revenue Code section 149(e) (Rev.October 2021) ►See separate instructions. OMB No.1545-0047 Department of the Treasury Caution:II the issue price is under S100,000,use corm 8038-GC. Internal Revenue Service 1.Go to www.irs.gov/F8038G for instructions and the latest information. EMI Reporting Authority Check box if Amended Return► ❑ I Issuer's name 2 Issuer's employer identification number(EIN) City of I luntington Beach 95-6000723 3a Name of person(other than ssuer)with whom the IRS may communicate about this return(see instructions) 3b Telephone number of other person shown on 3a 4 N.:mber and street(or P.O.box if mail is not delivered to street address) Room/suite 5 Report number(For IRS Use Only) 2000 Main Sheet ( S I 6 Gty,town,or post office,state,and ZIP code 7 Date of issue Huntington Reach CA 92648 May 15, 2026 8 Name of issue 9 CUSIP numbe• " luipmenl Lease Purchase Agreement 10a Name and title of officer or other employee of the issuer whom the IRS may cal for more information 10b Telephone number of officer or other employee shown on 10a Iravls Hopkins,City Manager Part II Type of Issue (Enter the issue price.) See the instructions and attach schedule. 11 Education 11 12 Health and hospital 12 13 Transportation 13 14 Public safety 14 15 Environment(including sewage bonds) 15 16 Housing 16 17 Utilities 17 7,531,528.22 18 Other. Describe D. 18 19a If bonds are TANs or RANs,check only box 19a ► ❑ b If bonds are BANs.check only box 19b ► ❑ 20 If bonds are in the form of a lease or installment sale,check box . D. ❑ Part III Description of Bonds.Complete for the entire issue for which this form is being filed. (a)Final maturity date (b)Issue price (c)Stated redemption (d)Weighted pace at maturity average maturity (e)Yicle 21 05/15/2041 S 7,531,528.22 $ 7,383,861 8.6506 years 4.615154 % Part IV Uses of Proceeds of Bond Issue(including underwriters'discount) 22 Proceeds used for accrued interest 22 23 Issue price of entire issue(enter amount from line 21,column(b)) 23 7,531,528.22 24 Proceeds used for bond issuance costs(including underwriters'discount) 24 172,667.22 25 Proceeds used for credit enhancement 25 26 Proceeds allocated to reasonably required reserve or replacement fund 26 27 Proceeds used to refund prior tax-exempt bonds.Complete Part V . . 27 28 Proceeds used to refund prior taxable bonds. Complete Part V . . . 28 29 Total(add lines 24 through 28) 29 172,667.22 30 Nonrefunding proceeds of the issue(subtract line 29 from line 23 and enter amount here) . 30 7,358,861.00 Part V Description of Refunded Bonds.Complete this part only for refunding bonds. 31 Enter the remaining weighted average maturity of the tax-exempt bonds to be refunded . . . ► years 32 Enter the remaining weighted average maturity of the taxable bonds to be refunded . . . ► years 33 Enter the last date on which the refunded tax-exempt bonds will be called(MM/DD/YYYY) . . ► 34 Enter the date(s)the refunded bonds were issued►(MM/DD/YYYY) For Paperwork Reduction Act Notice,see separate instructions. Cat.No.63773S Form 8038-G(Rev. 10 2021) Form 8038-s(Rev.1O.2021) page 2 Part VI Miscellaneous 35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) 35 38a Enter the amount of gross proceeds invested or to be invested In a guaranteed investment contract (GIC).See instructions 38a b Enter the final maturity date of the GIC►(MM/DD/YYYY) o Enter the name of the GIC provider► 37 Pooled financings: Enter the amount of the proceeds of this Issue that are to be used to make loans to other governmental units 37 38a If this Issue is a loan made from the proceeds of another tax-exempt Issue,check box► ❑ and enter the following information: b Enter the date of the master pool bond►(MM/DD/YYYY) c Enter the EIN of the issuer of the master pool bond► d Enter the name of the Issuer of the master pool bond► 39 If the issuer has designated the issue under section 265(b)(3)(t3)n(Ill)(smell issuer exception),check box . . . ► ❑ 40 If the Issuer has elected to pay a penalty In lieu of arbitrage rebate,check box ► ❑ 41a If the Issuer has identified a hedge,check here P. ❑ and enter the following information: b Name of hedge provider lib c Type of hedge► d Term of hedge► 42 If the issuer has superintegrated the hedge,check box D. CI 43 If the issuer has established written procedures to ensure that all nonquallfied bonds of this Issue are remedlated according to the requirements under the Code and Regulations(see Instructions),check box ► ✓❑ 44 If the issuer has established written procedures to monitor the requirements of section 148,check box ► 45a If some portion of the proceeds was used to reimburse expenditures,check here► ❑ and enter the amount of reimbursement ► b_ Enter the date the official intent was adopted►(MM/DD/YYYY) Under penalties of perjury,I declare that I have examined this return and accompanying schedules and statements,and to the beat of my knowledge Signature and belief,they are true,correct,end complete.I further declare that I consent to the IRS's disclosure of the Issuer's return information.as necessary to process thin return,to mho parson that I have authorizetl above. and [/nr Consent _ S i s ?b (13:-Travis Hopkins,City Manager tun of Issuer's euthoriz d representative Date Type or print name and title Paid Print/Type preparer's name Prepu alp, mute Check O if Lauri A.Arrowsmlih ���L SJi -1 eiMFernoknmd X109285 Preparer nres nom Lozano Smith Firm's EIN► 80.08?4383 Use Only Firma address P 4660 LaJolla Village Drive,Suite 825,San Diego CA 92122 phone no, (858)909-9002 Form 8038-G(Rev.10-2021) Deborah L. Fields From: FedEx Tracking <TrackingUpdates@fedex.com> Sent: Thursday, May 21, 2026 9:06 AM To: Deborah L. Fields Subject: Your shipment was delivered 872003912877 CAUTION: External E-Mail: Your shipment was delivered . Delivery Date Thu, 05/21/2026 9:51 am Delivered to 1973 RULON WHITE BLVD., OGDEN, UT 84201 Received by I.SCAMPS Report missing package How was your delivery? EL, A Pi A ay Tracking details Tracking ID 872003912877 From Lozano Smith 400 Capitol Mall Suite 2200 Sacramento, CA, US 95814 To Department of the Treasury 1973 Rulon White Boulevard OGDEN, UT, US 84201 Ship date Wed 5/20/2026 05:32 PM 2 Number of pieces 1 Total shipment weight 0.50 LB Service FedEx 2Day® Reference 3642-800 Huntington Beach Shipper reference 3642-800 Huntington Beach TRACK SHIPMENT Plan like a pro Got gifts for moms, dads, or grads? Drop them off at one of thousands of convenient retail locations, including FedEx Office, FedEx Ship Centers, Walgreens, and more. See our shipping options and packing tips here. FIND LOCATIONS 3 EXHIBIT N CLOSING MEMORANDUM $7,383,861.00 EQUIPMENT LEASE-PURCHASE AGREEMENT AND EQUIPMENT SCHEDULE THERETO BOTH DATED AS OF MAY 15,2026 BETWEEN THE CITY OF HUNTINGTON BEACH,As LESSEE,AND METRO FUTURES,INC.,As LESSOR Pre-Closing: Pre-Closing will be held at the Lessee's convenience, on or before May 11,2026. All documents will be executed and two originals will be overnighted to Metro Futures,Inc.,Attn.: Brad Chapman, 12520 High Bluff Drive,Suite 345, San Diego,California 92130, for delivery no later than 9:00 am on the morning of May 11, 2026 and held in trust until such time as the wires and original documents are released by the Parties. Closing: (1)By wire transfer,on the morning of May 15,2026,the Lessor shall wire or cause to be wired, the Total Lease Proceeds in the amount of$7,383,861.00 to the Escrow Agent, as follows: Bank Name: Banc of California,N.A. ABA No: 122243774 Account No 6722681157 Account Name: Banc of California as Escrow Agent—City of Huntington Beach (2) After receipt of the wire from the Lessor referenced above, the Escrow Agent is authorized by Lessee to transfer via wire the Issuance Costs in the amount of$25,000 to Lessor as follows: Bank Name: BMO(Bank of Montreal) ABA Number: 071025661 Account Number: 4845314614 Account Name: Metro Futures,Inc. Metro Futures, Inc. will confirm disbursement of funds to the Lessee's escrow account and then release all of the original documents held in trust to its assignee and forward a copy to the Lessee. Exhibit N-1 Sources and Uses of Funds: Principal Amount of Lease $7,383,861.00 TOTAL SOURCES $7,383,861.00 Total Equipment Cost: $7,358,861.00 Issuance Costs: $25,000.00 TOTAL LEASE PROCEEDS $7,383,861.00 Attest: CITY OF HUNTINGTON BEACH, as Lessee By: L11�4 ilL__ Name: Travis Hopkins Title: City Manager Exhibit N-2 METRO INVOICE FUTURES Metro Futures, Inc. 12520 High Bluff Drive,Suite 345 INVOICE NO: 202026-01B San Diego,CA 92130 DATE: 5/15/2026 949-981-8984 Adi@absenergy.com TO City of Huntington Beach Attn: Travis Hopkins 2000 Main Street Huntington Beach,CA 92648 JOB TERMS City of Huntington Beach,CA-Financing Due on receipt DESCRIPTION AMOUNT Cost of Issuance $25,000.00 Thank you for the business! TOTAL $25,000.00 Wire Instructions: Bank Name: BMO(Bank of Montreal) Beneficiary Account Name: Metro Futures,Inc. Beneficiary Address: 12520 High Bluff Drive,Suite 345,San Diego,CA 92130 Beneficiary Account Number: 4845314614 Routing Number: 071025661 ATTACHMENT #5 C� ALLIANCE BUILDING SOLUTIONS MEASUREMENT AND VERIFICATION AGREEMENT FOR CITY OF HUNTINGTON BEACH SCOPE OF SERVICES TERMS AND CONDITIONS ATTACHMENTS: Attachment 1 —Guaranteed Savings Measurement &Verification • Savings Guarantee • Measurement and Verification Methods • Selected Measurement and Verification Options • IPMVP Option A M&V Plan • IPMVP Option C M&V Plan Attachment 2—Utility Baseline Summary Attachment 3—Energy Efficiency and Renewable Project Cashflow 12520 High Bluff Drive Suite 345, San Diego, CA 92130 M&V Agreement www.absenergy.com Page I 1 Contractor's License# 1008135 1589 C1 ALLIANCE BUILDING SOLUTIONS MEASUREMENT &VERIFICATION AGREEMENT This Measurement and Verification("M&V")Agreement("Agreement")dated / / ("Effective Date")is made by and between: City of Huntington Beach ("Purchaser") with its principal place of business at 2000 Main Street, Huntington Beach, CA 92648 and Alliance Building Solutions, LLC. ("ABS") with its principal place of business at 12520 High Bluff Drive, Ste 345, San Diego, CA 92130 SCOPE OF SERVICES Energy Savings Measurement&Verification Service: "ABS"will provide measurement and verification services of the energy savings associated with "Purchaser"Energy Retrofit and Renewable Installation, as described in "Scope of Work"attached to the Installation Agreement. Energy Savings M&V reports will be provided to the"Purchaser"on an annual basis for the term specified below. Term: This Service Agreement shall commence upon the completion and acceptance of the Purchaser energy retrofit installation project and receipt of final payment for the Contract and shall continue for an initial term of one(1)year. The"Purchaser"may elect to enter into further extended terms upon written notice provided to ABS not less than thirty(30)days prior to termination of the initial term. If the"Purchaser"fails to provide ABS with a written notice of extension prior to the end of the initial term or any subsequent extensions,the M&V Agreement shall be considered terminated. Once terminated,the M&V Agreement cannot be renewed. The "Purchaser" may terminate this service agreement at any time with a (30) day written notice. However, termination of this agreement will void any savings guarantee associated with this project. Charges: This Agreement shall be billed once per year is due and payable 30-days after"Purchaser's"receipt of invoice. The annual Service Agreement charge is$0 for the first year, $25,000 for the second year and escalated at 5%annually for every subsequent year thereafter. This rate does not include taxes. 12520 High Bluff Drive Suite 345, San Diego, CA 92130 M&V Agreement www.absenergy.com Page 12 Contractor's License # 1008135 1590 C7 ALLIANCE BUILDING SOLUTIONS TERMS AND CONDITIONS General Provisions: 1.1 Unless stated otherwise, the services provided under this Agreement shall be provided during "ABS" normal business hours. Normal business hours are Monday through Friday,7:00AM to 4:00PM,excluding holidays. "ABS" will coordinate with the "Purchaser" so that any variations in these normal business hours necessitated by "Purchaser"Schedules can be accommodated. 1.2 The"Purchaser"shall provide reasonable means of access to the equipment being measured or verified. "ABS" shall not be responsible for any removal, replacement,or refinishing of the building structure,if required to gain access to the equipment. "ABS" shall be permitted to start and stop all equipment necessary to perform the services herein described as arranged with the "Purchaser's" representative. "ABS"will obtain agreement from the"Purchaser's"representative prior to any starting or stopping of equipment. 1.3 This Agreement shall supersede any previous Measurement and Verification Agreements accepted and approved by the"Purchaser"and"ABS." 1.4 This Agreement, when accepted in writing by the "Purchaser" and approved by an authorized "ABS" representative,shall constitute the entire Agreement between the two(2)parties. II. Charges: 11.1 For services not covered by this Agreement but performed by "ABS" upon the "Purchaser's" prior written authorization,the"Purchaser"agrees to pay"ABS"'s invoice(s)30 days after receipt of invoice. Failure to pay the invoice within 30 days after receipt will result in a 10%late payment penalty and failure to pay within 60 days will result in forfeiture of the entire agreement. 11.2 If emergency service is requested by the"Purchaser"and inspection does not reveal any defect for which"ABS"is liable under this Agreement,the"Purchaser"will be charged at"ABS"'s current emergency charge rates. III. Limitations of Liability: 111.1 Neither party shall be liable for any loss,delay,injury,or damage that may be caused by circumstances beyond its control including,but not restricted to;acts of God,war,civil commotion,acts of government,fire,theft,corrosion, floods, lightning strikes, freezes, strikes, lockouts, differences with workmen, riots, explosions, quarantine restrictions,delays in transportation,shortage of vehicles,fuel, labor or materials, or malicious mischief. IN NO EVENT, SHALL EITHER PARTY BE LIABLE FOR BUSINESS INTERRUPTION, LOSSES, CONSEQUENTIAL, INDIRECT, SPECIAL OR SPECULATIVE DAMAGES. 111.2 "ABS"shall not be required to make safety tests, install new devices,or make modifications to any equipment to comply with recommendations or directives of insurance companies,governmental bodies,or for other reasons. 111.3 Section removed. 111.4 "ABS"warrants that for equipment furnished and/or installed but NOT manufactured by"ABS","ABS"will extend the same warranty and terms and conditions,which"ABS"received from the manufacturer of said equipment. 111.5 This agreement pre-supposes that all equipment is in satisfactory working order. Should any equipment be in need of repair,"ABS"will have ninety(90)days to make such repair. If the"Purchaser"does not authorize"ABS" to make the repairs or if the "Purchaser"does not have the work performed,the equipment will be eliminated from coverage and the Agreement saving will be adjusted. Maintenance of existing equipment and systems is the responsibility of the "Purchaser". Failure to properly maintain equipment and systems can result in reduced energy efficiency and may necessitate a baseline energy adjustment. 111.6 The amount of any present or future sales,use,occupancy excise,or other tax(federal,state or local)which"ABS" hereafter shall be obligated to pay,either on its own behalf or on the behalf of the "Purchaser"(shall reasonably assist"ABS"in determining the applicable requirements,it shall be"ABS"'s sole responsibility for determining and complying with all applicable laws,regulations and standards.)or otherwise,with respect to the services covered by this Agreement,shall be paid by the"Purchaser". 111.7 If the equipment or software included under this Agreement is altered,modified,or changed by a party other than "ABS",this Agreement shall be modified to incorporate such changes the Agreement price and/or Savings shall be adjusted accordingly. 111.8 Following twelve(12)months of service or any time thereafter,if individual item(s)cannot,in"ABS"'s opinion,be properly repaired on-site because of excessive wear, deterioration or an Act of God that is out of"ABS"control. "ABS"may withdraw the item(s)from coverage upon ninety(90)days prior written notice. Energy savings may be adjusted accordingly. 111.9 This agreement shall be governed by, construed, and enforced in accordance with the laws of the State of California. 12520 High Bluff Drive Suite 345, San Diego, CA 92130 M&V Agreement www.absenergy.com Page 3 Contractor's License# 1008135 1591 C3 ALLIANCE BUILDING SOLUTIONS IV. Miscellaneous Provisions: IV.1 The services provided hereunder may occur on active "Purchaser" sites. As such, "ABS" shall ensure that its services on and around the "Purchaser"site comply with all applicable laws, regulations and standards including but not limited to,the fingerprinting requirements and any other legal requirements which maybe applicable to "ABS"'s activities on or about the"Purchaser"sites. The"Purchaser"shall reasonably assist"ABS"in determining the applicable laws,regulations and stands. IV.2 Dispute Resolution: IV.2.1 Disputes: This section shall apply to any disputes arising under our related to this Agreement (whether arising in contract,tort or otherwise,and whether arising at law or in equity including(a) any dispute regarding the performance,validity or enforceability of any provision of this Agreement or whether any party is in compliance with,or breach or,any provisions of this Agreement and(b) the applicability of this Section to a particular dispute. Any dispute to which this section applies is referred to herein as a"Dispute" IV.2.2 Negotiation to Resolve Disputes: If a dispute arises,the Parties shall attempt to resolve such dispute through the following procedure. IV.2.2.1 First,the representatives of each of the Parties shall promptly meet(whether by phone or in person)in a good faith attempt to resolve the Dispute; IV.2.2.2 Second, if the Dispute is still unresolved after 20 days following the commencement of the negotiations described in Section 4.2.2.1 then a designated executive officer to each party shall meet(whether by phone or in person) in a good faith attempt to resolve the Dispute; IV.2.2.3 Third,if the Dispute is still unresolved after 10 days following the commencement of the negotiations described in Section 4.2.2.2,then either Party may submit such Dispute to litigation; IV.2.2.4 The venue for any Dispute arising from or relating to this Agreement that is adjudicated pursuant to this Section 4.2.2.4 shall be arbitrated in Los Angeles,California. Any Dispute arising from or relating to this Agreement that is adjudicated pursuant to this Section 4.2.2.4 shall be arbitrated in Los Angeles,California. The arbitration shall be administered by JAMS in accordance with its Comprehensive Arbitration Rules and Procedures, and judgment on any award maybe entered in any court of competent jurisdiction. If the Parties agree,a mediator may be consulted prior to arbitration; IV.2.2.5 Pending a final resolution of a Dispute, the Parties shall each proceed diligently and faithfully with performance of their respective obligations under this Agreement. IV.3 Indemnification: The Parties hereto agree to defend,indemnify,and hold harmless the other Party,it's employees,agents,officials, officers and directors from any and all liabilities, claims, expenses, losses or damages, including attorney's fees which may arise in connection with the work herein specified and which are caused in whole or in part by the negligent act or omission of the indemnifying Party. To the extent it may lawfully do so, the Parties hereby indemnify, defend (with counsel of it choosing), and holds harmless the other party and its affiliates, directors, representatives, agents, officers, employees and volunteers from and against any and all liability or claim of liability, loss or expense, including defense costs and legal fees and claims for damages of whatsoever character, nature and kind, whether directly or indirectly arising from any third party actions from injury to or death of persons, and damage to or loss of property to the extent caused by or arising out the connected with an act or omission of the indemnifying party,or an agent,invitee,guest,employee,or anyone in,on or about he"Purchaser" sites, including, but not limited to, liability, expense, and claims for: bodily injury, death, personal injury, or property damage caused by negligence,creation or maintenance of a dangerous condition of property,breach of express or implied warranty of product, defectiveness of product, or intentional infliction of harm, including any workers'compensation suites, liability,or expense,arising from or connected with services performed by,or on behalf of the indemnifying party, by any person pursuant to this Agreement; nonpayment for labor materials, appliances,teams or power,performed on,or furnished or contributed to the"Purchaser"sites. Notwithstanding the above,neither party shall be required to defend,indemnify and hold harmless the other for its own negligent acts and omissions'or willful misconduct. It is the intent of the Parties that were negligence is determined to have been joint or contributory, principles of comparative negligence will be followed, and each Party shall bear the proportionate cost of any loss damage,expense or liability attributable to that Party's negligence. 12520 High Bluff Drive Suite 345, San Diego, CA 92130 M&V Agreement www.absenergy.com Page 14 Contractor's License# 1008135 1592 CJ ALLIANCE BUILDING SOLUTIONS V. Occupational Safety and Health: The Parties hereto agree to notify each other immediately upon becoming aware of any alleged violations of,the Occupational Safety and Health Act(OSHA) relating in any way to the project or project site. VI. Audits: In accordance with Government Code Section 8546.7,the State has the right to examine, review,audit and/or copy the Records of the work during the three (3)year period following final payment to the Contractor pursuant to the Contract. In addition,the"Purchaser"hereby has the right to examine,review,audit and/or copy the Records of the work during the three(3)year period following final payment to the Contractor pursuant to the Contract. Therefore,the Contractor shall make the Project Records available at its offices at all reasonable time during the performance of the Work and for three(3)years from the date of final completion or filing of a Notice of Completion for the Project,whichever is later. However, if any audit is commenced within such three(3)year period,the Contractor shall make the Project Records available at all reasonable times until proceedings related to such audit are complete and all statutes of limitations related thereto have expired. In the event the "Purchaser"notifies the Contractor that federal funds have been used in connection with Project,the Contractor shall retain and make available the Project Records for such longer period as may be required by federal law. VII. Entire Agreement:This Agreement,upon acceptance,shall constitute the entire agreement between the parties and supersedes any prior representations or understandings. VIII. Changes: No change or modification of any of the terms and conditions stated herein shall be binding upon either Party unless accepted by both Parties in writing. IX. Severability: if one or more of the provisions of this Agreement are held to be unenforceable under laws, such provisions(s)shall be excluded from these terms and conditions and the remaining terms and conditions shall be interpreted as if such provision were so excluded and shall be enforced in accordance to their terms and conditions. X. Counterparts: This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. A signature on a copy of this agreement received by either party by facsimile or portable document format (PDF) is binding upon the other party as an original. The parties shall treat a photocopy of such facsimile as a duplicate original. XI. Assignment: "ABS"retains the right to assign its rights and obligations of the Agreement with written consent of "Purchaser". XII. Acknowledgement: Both "ABS" and the "Purchaser" acknowledge having read this Agreement and all contract documents incorporated herein and have executed this agreement on the date written above. XIII. Approval: Each Party represents that the person that has executed this Agreement on its'behalf is authorized to do so. City of Huntington Beach Alliance Building Solutions, LLC. Signature Signature Title Title Date Date 12520 High Bluff Drive Suite 345, San Diego, CA 92130 M&V Agreement www.absenergy.com Page 5 Contractor's License# 1008135 1593 C] ALLIANCE BUILDING SOLUTIONS Attachment 1 Guaranteed Savings Measurement & Verification 12520 High Bluff Drive Suite 345, San Diego, CA 92130 M&V Agreement www.absenergy.com Page 16 Contractor's License# 1008135 1594 C] ALLIANCE BOLDING SOLUTIONS Guaranteed Savings Measurement & Verification This document contains the Measurement and Verification (M&V) plan for the energy savings related to the Energy Efficiency Measures (EEMs) contained in the Installation Agreement. The following table summarizes the EEMs implemented in these Phases of work. Lighting Mechanical Controls Electrical Renewable Site Upgrades Upgrades Upgrades Upgrades Energy Systems Pg Pg Pg Pg Y Banning Library X Beach Yard X Bushard Fire Station X Central Library X X X City Gym and Pool X Civic Center Complex X X Corporate Yard X X X X Gothard Fire Station X Helen Murphy Library X Joint Powers Training Center X Junior Lifeguard HQ X Lake Fire Station X X Lifeguard HQ X Magnolia Fire Station X X Murdy Community Center X X X X Murdy Fire Station X Newland Barn X Oakview Community Center X X X Oakview Library X X Search&Rescue Heliport X X Senior Center X X Warner Fire Station X X 12520 High Bluff Drive Suite 345, San Diego, CA 92130 M&V Agreement www.absenergy.com Page 17 Contractor's License# 1008135 1595 C� ALLIANCE BUILDING SOLUTIONS For each EEM, a specific M&V plan is submitted to provide a comprehensive overall plan for the City. Energy savings shall be compared to the Utility Baseline Summary,as shown in Attachment 2. Each EEM's M&V Plan provides: • A description of how the savings shall be verified. • The selection of the specific protocol of verification of savings. • The requirements for measurement or other means to establish savings. ABS is responsible for pre-retrofit measurements,energy savings calculations,equipment installation,and required post retrofit verification as outlined herein. Purchaser agrees to operate and maintain all equipment installed. Proper operation and maintenance of equipment and systems is critical to long-term achievement of energy savings. 12520 High Bluff Drive Suite 345, San Diego, CA 92130 M&V Agreement www.absenergy.com Page 18 Contractor's License# 1008135 1596 ALLIANCE BUILDING SOLUTIONS Savings Guarantee As of the date hereof,ABS guarantees that Purchaser shall realize total annual project savings(utility savings,operational savings, capital cost avoidance, rebates and Solar ITC) as shown in the table below. Notwithstanding the foregoing or anything to the Contrary contained herein,Purchaser hereby agrees that(i)ABS's expectation regarding the annual project savings is an estimate, (ii)ABS's expectation regarding the project savings are based on IRS rules and regulations as of the date hereof,and(iii)ABS shall not be liable for any changes or amendments to the IRS rules and regulations after the date hereof. Additionally, Purchaser hereby agrees that Purchaser shall be solely responsible for the application required for Purchaser to claim any tax credits related to the Solar ITC. The effective date will begin on the date of final acceptance of the Installation project and receipt of final payment for the associated Installation Contract. The total project savings will exceed the Design Build Agreement amount and M&V payments associated with this agreement during the course of the useful life of the installed equipment. ABS agrees to complete the M&V Report on an annual basis and deliver to the Purchaser within one hundred and twenty (120) days of the anniversary date of final acceptance and annually thereafter. Project savings that are verified during the course of construction will be applied to the 1st year guaranteed project savings. If the annual M&V Report demonstrates that the project will achieve one hundred percent (100%)or more of the Guaranteed Project Annual Savings,then ABS shall have satisfied its energy performance guarantee obligation and the Purchaser shall accept the Annual M&V Report. In the event that an annual M&V Report savings value (including any excess savings from previous years) does not meet the Guaranteed Project Savings in accordance with the M&V Plan,then ABS shall repair, replace,or substitute the EEM that is not performing at the required level,as identified in the M&V Report. Following corrective action, ABS shall re-perform the relevant M&V work for the affected EEM(s) and amend or supplement the M&V Report. If the sum of the EEMs indicates that the Guaranteed Project Savings are met or exceeded,then no further remedy shall be required. If, after the opportunity to make corrections, the M&V Report, as amended, indicates that verified savings are less than the Guaranteed Project Savings as shown in the Savings Summary,then ABS shall pay the Purchaser the shortfall amount. However, under no circumstances will the amount(s)paid for the total of the energy savings shortfalls exceed the total guaranteed amount associated with this contract. The Purchaser agrees that project savings,which exceed the guaranteed amount in any one(1)year,may be applied to previous and future year's savings to offset an energy savings shortfall.The savings guarantee will remain in effect for the term of this agreement.Cancellation of this agreement will result in the termination of the savings guarantee. The Utility Baseline Summary,as shown in Attachment 2,may be modified over the course of the Guarantee Period to adjust for changes in utility rates, number of days in utility billing cycle, missing bills, missing meters, square footage, energy using equipment, building occupancy and weather.This Guarantee is subject to the Purchaser's adherence to the Control Parameters for Lighting and HVAC systems,as documented in the Installation Agreement Attachments.This guarantee assumes the annual utility rate escalator of 6%and the annual solar production at 100%of the estimated solar production in kWh. 12520 High Bluff Drive Suite 345, San Diego, CA 92130 M&V Agreement www.absenergy.com Page 19 Contractor's License#1008135 1597 CJ ALLIANCE BUILDING SOLUTIONS Year Guaranteed Savings 1 $426,053 2 $458,668 3 $493,039 4 $529,262 5 $567,440 6 $607,681 7 $650,101 8 $694,820 9 $741,965 10 $791,673 11 $844,085 12 $899,353 13 $957,636 14 $1,019,103 15 $1,028,198 Total $10,709,075 12520 High Bluff Drive Suite 345, San Diego, CA 92130 M&V Agreement www.absenergy.com Page 110 Contractor's License# 1008135 1598 C] ALLIANCE BOLDING SOLUTIONS Measurement and Verification Methods Measurement and Verification (M&V) of energy savings is a methodology based on standard industry protocol intended to provide reasonable assurance that energy savings calculated are realized over the term of the contract. The development of the M&V plan is based on the International Performance Measurement and Verification Protocol(IPMVP): Concepts and Options for Determining Energy and Water Savings,Volume 1. This plan contains methodology that shall provide verification of the estimated program savings through direct utility billing comparisons, engineering calculations and/or field measurements. M&V methods can differ based on the type,size and complexity of the project,as well as the availability of data,level of assurance of saving,financing constraints,and energy costs. The M&V methods used for this project are detailed herein and were selected to be the most cost effective while still providing a reasonable assurance of the savings calculations. IPMVP Core Concepts March 2022 provides an overview of the IPMVP Options,as illustrated below: M&V Option M&V Methodology Description How Savings Are Calculated Option A Savings are determined by field measurement of the key Engineering calculation of baseline and Retrofit Isolation: performance parameter(s)which define the energy use of the reporting period energy from short- Key Parameter EEM's affected system(s) and/or the success of the project. term or continuous measurements of Measurement Measurement frequency ranges from short-term to key operating parameter(s) and continuous, depending on the expected variations in the estimated values. Routine and non- measured parameter, and the length of the reporting period. routine adjustments as required. Parameters not selected for field measurement are estimated. Estimates can be based on historical data, manufacturer's specifications,or engineering judgment.Documentation of the source or justification of the estimated parameter is required. The plausible savings error arising from estimation rather than measurement is evaluated. Option B Savings are determined by field measurement of the energy Short-term or Continuous Retrofit Isolation: use of the EEM-affected system. Measurement frequency measurements of baseline and All Parameter ranges from short-term to continuous, depending on the reporting period energy, and/or Measurement expected variations in the savings and the length of the engineering computations using reporting period. measurements of proxies of energy use. Routine and non-routine adjustments as required. Option C Savings are determined by measuring energy use at the whole Analysis of whole facility baseline and Whole Facility facility or sub-facility level. Continuous measurements of the reporting period (utility) meter data. entire facility's energy use are taken throughout the reporting Routine adjustments as required, using period. techniques such as simple comparison or regression analysis. Non-routine adjustments as required. Option D Savings are determined through simulation of the energy use Energy use simulation, calibrated with Calibrated of the whole facility,or of a sub-facility.Simulation routines are hourly or monthly utility billing data. Simulation demonstrated to adequately model actual energy (Energy end use metering may be used performance measured in the facility. This Option usually to help refine input data.) requires considerable skill in calibrated simulation. 12520 High Bluff Drive Suite 345, San Diego, CA 92130 M&V Agreement www.absenergy.com Page 111 Contractor's License#1008135 1599 CJ ALLIANCE BUILDING SOLUTIONS Selected Measurement and Verification Options The below table illustrates the selected IPMVP Options for the EEMs covered under this M&V plan: Site Lighting Mechanical Controls Electrical Renewable Upgrades Upgrades Upgrades Upgrades Energy Systems Banning Library A,C Beach Yard A,C Bushard Fire Station A,C Central Library A,C A,C A,C City Gym and Pool A,C Civic Center Complex A,C A,C Corporate Yard A,C A,C A,C A,C Gotha rd Fire Station A,C Helen Murphy Library A,C Joint Powers Training Center A,C Junior Lifeguard HQ A,C Lake Fire Station A,C A,C Lifeguard HQ A,C Magnolia Fire Station A,C A,C Murdy Community Center A,C A,C A,C A,C Murdy Fire Station A,C Newland Barn A,C Oakview Community Center A,C A,C A,C Oakview Library A,C A,C Search&Rescue Heliport A,C A,C Senior Center A,C A,C Warner Fire Station A,C A,C 12520 High Bluff Drive Suite 345, San Diego, CA 92130 M&V Agreement www.absenergy.com Page 112 Contractor's License# 1008135 1600 CJ ALLIANCE BUILDING SOLUTIONS The particular options selected for each EEM was based on a number of related issues including: EEM complexity,EEM cost,EEM savings,cost of M&V and the ability to accurately determine holistic building operations. If more than one option is selected, either option will be considered valid by ABS and the Purchaser. The baseline and the post-installation energy use depend on various system and external factors, such as utilized setpoints, energy demand, operating hours, occupancy, weather conditions, and energy rates. Development of the baseline, post installation consumption,cost avoidances and simple payback for each EEM covered by this M&V plan includes: • Stipulated Values—These agreed upon values are important in the overall calculations for energy consumption, financial calculations,and operating conditions. • Developed/Measured Values — These are the values determined by spot or short-term measurement. Values are determined based on a sound engineering approach to variable determination. Both values used for baseline consumption and values to be measured/determined as parts of the post installation are detailed. • Assumptions—Some values that are assumed in order to calculate energy use are necessary in certain circumstances. • Calculations—The necessary calculations for baseline energy usage,costing,and annual savings for evaluating the estimated and actual savings of EEMs. • Pre-Retrofit Measurements—EEMs may have a section detailing the measurements required prior to the retrofit. These measurements are used to establish the baseline or adjustments required to establish an accurate baseline. • Post Retrofit Measurements—EEMs may have a section that details the measurements required if any after the retrofit is completed. This section is utilized to detail the type of measurements required for verification of the energy savings calculations. • Adjustments—EEMs may have a section for adjustments. This section includes possible adjustments to the actual Energy Audit Report and energy information,appropriate adjustments to the M&V plan,and adjustments to any savings guarantee. This section is utilized to anticipate changes necessary due to field conditions and provide an appropriate response in the verification of actual energy and cost avoidances. • Commissioning—EEMs may have a section regarding the commissioning process. This provides the detail for how the savings will be verified upon project completion, and the type of inspection that will be completed, and the billing method for verified savings. This section is utilized to provide a standard approach for each EEM upon project completion. • ABS will follow the agreed-upon M&V protocols for the measurement period and will prepare post installation reports with supporting documentation for the Purchaser. 12520 High Bluff Drive Suite 345, San Diego, CA 92130 M&V Agreement www.absenergy.com Page 113 Contractor's License# 1008135 1601 C7 ALLIANCE BUILDING SOLUTIONS Measurement and Verification Plan IPMVP Option A:Retrofit Isolation, Key Parameter Measurement For Lighting System Upgrades M&V Procedure This option provides for the measurement of at least one variable pre and post retrofit with other variables allowed for stipulation. For this retrofit,a representative sample of each of the fixture types will be measured.The same sample will be used for both pre and post retrofit calculations.Wattage shall be measured with an appropriate instrument that is properly calibrated. Stipulated Values Operating Hours are stipulated for purposes of M&V. Please refer to the Lighting Systems Attachment in the Installation Agreement for a complete list of lighting hours of operation.Stipulated values are agreed to by the Purchaser. Adjustments For this EEM,the following adjustments are allowed for purposes of Measurement and Verification: • Light level requirements may be modified as detailed in this plan. • Changes in actual construction including the number and/or type of lighting fixtures. • Utility rates,billing days or degree days. Savings Calculations The calculations for the baseline energy consumption and post retrofit savings shall be completed in accordance with the industry guidelines set forth by IPMVP and methods indicated below. kWh Savings=[(Existing Watts/Fixture)x(Existing Quantity)x(Existing Hours of Operation)/1000]—[(Proposed Watts/ Fixture)x(Proposed Quantity)x(Proposed Hours of Operation)/1000] Dollar Savings=(kWh Savings)x(Current Utility$/kWh Rate) Operational Savings The Purchaser will realize maintenance and operational savings resulting from the new system installations,extended warranties, and/or service agreements provided by ABS. The operational savings are stipulated and met upon the completed installation of the energy retrofit contract. Commissioning Commissioning shall consist of inspections and a final verification report. Inspections shall consist of: • During construction,ABS shall maintain a detailed record of the types and quantities of fixtures retrofitted and fixtures installed in each facility. A post construction inspection is required by the responsible M&V party. • After lighting modifications have been completed,the installations shall be inspected to verify counts by fixture code. • Post-retrofit lighting levels shall be measured to verify compliance with the contract standards. 12520 High Bluff Drive Suite 345, San Diego, CA 92130 M&V Agreement www.absenergy.com Page 114 Contractor's License# 1008135 1602 0 ALLIANCE BUILDING SOLUTIONS Measurement and Verification Plan IPMVP Option A:Retrofit Isolation, Key Parameter Measurement For Mechanical System Upgrades M&V Procedure This option shall provide for the measurement of at least one variable pre- and post-retrofit with other variables allowed for stipulation. For this retrofit,field data shall be collected which includes,unit counts, unit capacity, nameplate electrical and gas data and efficiency rating for each existing HVAC system. Stipulated Values Hours of operation,heating/cooling loads and runtime hours of the existing HVAC systems are stipulated for purposes of M&V. Please refer to The Mechanical Systems and Controls Systems Attachment(s)in the Installation Agreement for specific operating hours and runtime hours for each HVAC unit or area.Stipulated values are agreed to by Purchaser. Adjustments None required for this EEM. Savings Calculations The calculations for the baseline energy consumption and post retrofit savings shall be completed in accordance with the industry guidelines set forth by IPMVP and methods indicated below. kWh Savings=[(Capacity of Existing HVAC Unit)x(Existing Unit Efficiency)x(Stipulated Load Factor)]—[(Capacity of New HVAC Unit)x(New Unit Efficiency)x(Stipulated Load Factor)]x(Annual Hours of Operation) Therm Savings=[(Capacity of Existing HVAC Unit)x(Existing Unit Efficiency)x(Stipulated Load Factor)]—[(Capacity of New HVAC Unit)x(New Unit Efficiency)x(Stipulated Load Factor)]x(Annual Hours of Operation) Dollar Savings=(kWh Savings)x(Current Utility$/kWh Rate)+(Therm Savings)x(Current Utility$/therm Rate) Operational Savings The Purchaser will realize maintenance and operational savings resulting from the new system installations, extended warranties, and/or service agreements provided by ABS. The operational savings are stipulated and met upon the completed installation of the energy retrofit contract. Commissioning Commissioning shall consist of inspections and a final verification report. Inspections shall consist of: • ABS shall include verification that each new unit is operating as specified in all modes(heat/cool). City of Huntington Beath HVAC Controls Operating Parameters Location Equipment N-F Start N-F Stop Wk End Start Wk End Stop Wit/Yr Notes Heating Set-Pt Cooing Set-Pt M:13:00 M:21:00 Tue-Thu: Tue-Thu: Fri-Sat:09:00 Fri-Sat:17:00 Central Library HVAC 09O0 21:00 Sun:12:00 Sun:17:00 52 68 74 Corporate Yard HVAC 5:00 19:00 N/A N/A 51 68 74 Murdy Community Center HVAC 8:00 21:00 8:00 13:00 52 68 74 Oakview Library HVAC 9U0 19:0D 9:00 19:00 51 Closed Sunday 68 74 Oakview Community Center HVAC 14:00 18:00 10:00 16:00 52 Closed Sunday 68 74 Magnolia Fire Station HVAC 24/7 24/7 24/7 24/7 52 68 74 Lake Fire Station HVAC 24/7 24/7 24/7 24/7 52 68 74 Warner Fire Station HVAC 24/7 24/7 24/7 24/7 52 68 74 12520 High Bluff Drive Suite 345, San Diego, CA 92130 M&V Agreement www.absenergy.com Page 115 Contractor's License# 1008135 1603 C7 ALLIANCE BUILDING SOLUTIONS Measurement and Verification Plan IPMVP Option A:Retrofit Isolation, Key Parameter Measurement For Control System Upgrades M&V Procedure This option shall provide for the measurement of at least one variable pre- and post-retrofit with other variables allowed for stipulation. The cooling and heating setpoints during occupied and unoccupied modes of the HVAC equipment will be verified and documented. For this retrofit,field data shall be collected which includes unit counts, unit capacity, nameplate electrical data,efficiency rating,operating schedules,cooling and heating temperature setpoints for each HVAC system. Stipulated Values Hours of operation,heating/cooling loads and runtime hours of the existing HVAC systems are stipulated for purposes of M&V. Please refer to The Mechanical Systems and Controls Systems Attachment(s)in the Installation Agreement for specific operating hours and temperature setpoints.Stipulated values are agreed to by Purchaser. Adjustments For this EEM,the following adjustments are allowed for the purposes of Measurement and Verification: • Addition or subtraction to the conditioned square footage of facilities. • Utility rates,billing days or degree days. • Equipment changes or modifications. • Changes in facility usage associated with daily occupancy times,occupancy levels and special events. Savings Calculations The calculations for the baseline energy consumption and post retrofit savings shall be completed in accordance with the industry guidelines set forth by IPMVP and methods indicated below. kWh Savings=(Capacity of HVAC Unit)x(Unit Efficiency)x(Stipulated Load Factor)x(Existing Annual Operating Hours— Proposed Annual Operating Hours) Therm Savings=(Heating Capacity of HVAC Unit)x(Unit Efficiency)x(Stipulated Load Factor)x(Existing Annual Operating Hours—Proposed Annual Operating Hours) Dollar Savings=[(kWh Savings)x(Current Utility$/kWh Rate)]+[(Therm Savings)x(Current Utility$/therm Rate)] Operational Savings The Purchaser will realize maintenance and operational savings resulting from the new system installations,extended warranties, and/or service agreements provided by ABS. The operational savings are stipulated and met upon the completed installation of the energy retrofit contract. Pre-Retrofit Measurements Existing operating hours and cooling/heating temperature setpoints for each HVAC unit or area will be obtained from current thermostats and/or Energy Management System. Post-Retrofit Measurements Post-retrofit operating schedules, cooling and heating temperature setpoints in both occupied and unoccupied modes for the HVAC equipment will be obtained using the new control systems. Commissioning Commissioning shall consist of inspections and a final verification report. Inspections shall consist of: • ABS shall include verification that the operating schedules,cooling and heating setpoints and controls sequences for the HVAC equipment connected to the new thermostats and/or energy management system are programmed as specified. 12520 High Bluff Drive Suite 345, San Diego, CA 92130 M&V Agreement www.absenergy.com Page 116 Contractor's License# 1008135 1604 EJ ALLIANCE BUILDING SOLUTIONS City of Huntington Beach HVAC Controls Operating Parameters Location Equipment M-F Stan M-F Stop Wk End Start Wk End Stop Wk/Yr Notes Heating Set-Pt Cooling Set-Pt Banning Library HVAC 8:00 18:00 N/A N/A 51 Closed Su-Mon 68 74 Corporate Yard HVAC 5:00 19:00 N/A N/A 51 68 74 MurdyCommunityCenter HVAC 8:00 21:00 8:00 13:00 52 68 74 0akview Library HVAC 9:00 19:00 9:00 1900 51 Closed Sunday 68 74 Oakview Community Center HVAC 14:00 18:00 10:00 16:00 52 Closed Sunday 68 74 • 12520 High Bluff Drive Suite 345, San Diego, CA 92130 M&V Agreement www.absenergy.com Page 117 Contractor's License# 1008135 1605 C7 ALLIANCE BUILDING SOLUTIONS Measurement and Verification Plan 1PMVP Option A:Retrofit Isolation, Key Parameter Measurement For Transformer Upgrades M&V Procedure This option provides for the measurement of at least one variable pre and post retrofit with other variables allowed for stipulation.For this retrofit,a representative sample of each of the transformer types will be measured.The same sample will be used for both pre and post retrofit calculations. Wattage shall be measured with an appropriate instrument that is properly calibrated. Stipulated Values Operating Hours are stipulated for purposes of M&V.The hours of operation will match the hours the facilities were operating during the baseline period. The transformers are energized 24/7 year-round for all facilities.Stipulated values are agreed to by the Purchaser.The below table illustrates stipulated existing and proposed transformer losses and percentage loading based on extensive field measurements: Transformer Existing Equipment Proposed Equipment Savings WA No Load Full Load No Load Full Load ON% Off% kWh Losses(W) Losses(W) Losses(W) Losses(W) Loading Loading Savings 15 315 1182 47 411 9.00% 5.00% 2,477 30 468 1462 68 594 9.00% 5.00% 3,579 45 642 2202 91 801 9.00% 5.00% 4,936 75 868 3347 127 1109 9.00% 5.00% 6,630 112.5 1200 4271 189 1653 9.00% 5.00% 9,067 150 1518 5544 227 1992 9.00% 5.00% 11,543 225 1870 8088 343 3009 9.00% 5.00% 13,679 300 2543 8592 421 3685 9.00% 5.00% 19,060 Adjustments For this EEM,the following adjustments are allowed for purposes of Measurement and Verification: • Utility rates,billing days or degree days. Savings Calculations The calculations for the baseline energy consumption and post retrofit savings shall be completed in accordance with the industry guidelines set forth by IPMVP and methods indicated below. kWh Saving=EXISTING[(No Load Losses+((On%Loading)^2*(Full Load Losses-No Load Losses)))/1000]*(Operation Hours)+ [(No Load Losses+((OFF%Loading)^2*(Full Load Losses-No Load Losses)))/1000]*(Operation Hours)— PROPOSED[(No Load Losses+((On%Loading)^2*(Full Load Losses-No Load Losses)))/1000]*(Operation Hours)+ [(No Load Losses+((OFF%Loading)^2*(Full Load Losses-No Load Losses)))/1000]*(Operation Hours) Dollar Savings=(kWh Savings)x(Average Utility Baseline$/kWh Rate) Operational Savings The Purchaser will realize maintenance and operational savings resulting from the new system installations,extended warranties, and/or service agreements provided by ABS. The operational savings are stipulated and met upon the completed installation of the energy retrofit contract. Commissioning Commissioning shall consist of inspections and a final verification report. Inspections shall consist of: • During construction,ABS shall maintain a detailed record of the types and quantities of fixtures retrofitted and fixtures installed in each facility. A post construction inspection is required by the responsible M&V party. 12520 High Bluff Drive Suite 345, San Diego, CA 92130 M&V Agreement www.absenergy.com Page 118 Contractor's License# 1008135 1606 G1 ALLIANCE BUILDING SOLUTIONS Measurement and Verification Plan IPMVP Option A: Retrofit Isolation, Key Parameter Measurement For Solar Photovoltaic System M&V Procedure This option shall provide for the measurement of at least one variable pre- and post-retrofit with other variables allowed for stipulation. For this installation,the kilowatt-hour(kWh)production from the solar PV systems shall be measured and recorded. Stipulated Values The solar system savings are stipulated for the purposes of M&V. Values are obtained from the expected solar kWh production outlined in the Solar Systems Attachment and assuming a NEM 3.0 tariff with the utility. The solar panel degradation factor (0.8%/year),avoided energy cost($/kWh, based on the City's rate schedule)and utility escalation rate(6%/year)are stipulated for the solar photovoltaic systems. Stipulated values are agreed to by Purchaser. Savings Calculations The calculations for the baseline energy consumption and post installation savings provided the basis for the overall financial viability of these EEMs. The following equations summarize the calculation of savings: Electricity Production: Electricity production of the PV system is determined by recording the kilowatt hours(kWh)off the net electric meter and recording the results. Dollar Savings: After recording kWh production,each site's avoided energy cost($/kWh),as shown in Utility Baseline,shall be used to determine dollar savings. Dollar Savings=(Annual kWh production)x(Avoided$/kWh)=Annual$kWh Saved Maintenance of System Calculation of energy cost savings from the solar PV systems are contingent upon the Purchaser maintaining an active operations and maintenance(O&M)contract with a solar service provider for the term of this agreement. Pre-Retrofit Measurements Existing utility electrical energy(kWh)consumption as shown in the Utility Baseline Summary,as shown in Attachment 2. Post-Retrofit Measurements Electrical energy(kWh)produced from the solar PV systems recorded from the net electrical meter. Adjustments For this EEM,the following adjustments are allowed for the purposes of Measurement and Verification: • Addition or subtraction to the square footage of facilities. • Utility rates,billing days or degree days. • Addition or subtraction of electrical load at the facilities. • Changes in the solar PV system sizing,location and layout. • Changes in the conditions at or near any of the sites,which causes additional shading, soiling,or otherwise reduced performance of the solar PV systems. • Adjustment to the Guaranteed Production values for weather shall use local weather data as recorded during the corresponding period. • To the extent that the System output is negatively impacted by casualty,government regulation and or restriction that is beyond the Contractor's control to remedy within a reasonable time period,the Parties shall negotiate in good faith a modification of the Guaranteed Production. Excused Production Losses For this EEM, the following events are excused from production losses and any necessary adjustments are allowed for the purposes of Measurement and Verification: • Force Majeure Events: Lost production from the beginning of a Force Majeure Event until production limiting factors caused by the Force Majeure Event have been remedied. 12520 High Bluff Drive Suite 345, San Diego, CA 92130 M&V Agreement www.absenergy.com Page 119 Contractor's License# 1008135 1607 C1 ALLIANCE BUILDING SOLUTIONS • Grid Event: Lost production when a fluctuation in the Grid frequency or voltage causes the inverters or the System to disconnect from the Grid. The"Grid"is defined to be the system receiving power exported from the System. • Grid Outage: Lost production when a failure in the grid or Interconnection Infrastructure prevented energy from being exported from the solar facility. "Interconnection Infrastructure" means that utility-owned and maintained interconnection equipment(the substation including but not limited to transformers,switches,and protective relays) that is used to connect the Facility to the utility grid.Grid operator/owner ordered curtailments for any reason,other than an issue in the System,is a Grid Outage. • Weather Events: Lost production from weather that limits or prevents safe operation of the solar facility including floods,snow,hurricanes,tornadoes,insolation-limiting wildfires,and volcanic activity. • Purchaser Caused: Lost production when System dc capacity is off-line due to outages attributable to Purchaser's decision to perform or cause to be performed, any investigations, studies, operations, construction, installation and maintenance work or other activities deemed appropriate by ABS at its sole discretion. Commissioning Commissioning shall consist of inspections and a final Commissioning report. Commissioning of the new solar PV system shall include securing the Utility Interconnect agreement,proper alignment of the solar panels and functional testing. 12520 High Bluff Drive Suite 345, San Diego, CA 92130 M&V Agreement www.absenergy.com Page 120 Contractor's License# 1008135 1608 C3 ALLIANCE BUILDING SOLUTIONS Measurement and Verification Plan IPMVP Option C: Whole Facility M&V Procedure The Measurement and Verification (M&V) Plan following IPMVP Option C protocol is designed to evaluate the energy performance of the whole facility, not just individual EEMs. The energy performance is assessed through utility meters,whole- facility meters,or sub-meters. The measurement boundary encompasses either the whole facility or a major section of the facility where EEMs were installed. Option C determines the combined savings of all the EEMs installed at the facility and is monitored by the associated energy meter. Savings reported under this Option will include the positive or negative effects of any non-EEM changes made in the facility because whole-facility meters are used. Adjustments Adjustments will be computed from identifiable physical facts about the energy governing characteristics of equipment within the measurement boundary. Adjustments are used to express both pieces of measured energy data under the same set of conditions. Two types of adjustments are possible: • Routine Adjustments are used to account for any energy-governing factors, expected to change routinely during the reporting period.Routine Adjustments are completed by developing a mathematical model of each meter's energy-use pattern. Typically,the baseline model includes factors derived from regression analysis,which correlates energy to one or more independent variables such as occupancy, weather, and metering period length. Values of independent variables over the reporting period can be inputted into the baseline model to predict what the baseline energy consumption would have been had if no EEM's were installed. • Non-Routine Adjustments are used to account for those energy-governing factors which are not usually expected to change, such as:the facility size,the design and operation of installed equipment, or the type of occupants. ABS will monitor these static factors for change throughout the reporting period. Adjustments will be based on industry standards and sound engineering principles as they pertain to the specific affected system. Metering Whole-facility energy measurements can use the utility's meters. Utility meter data is considered 100%accurate for determining savings because this data defines the payment for energy. The energy supplier's meter(s)may be equipped or modified to provide output that can be recorded by the facility's monitoring equipment. Meter data can be hourly, daily or monthly whole-facility data. Savings Calculations The calculations for the baseline energy consumption and post retrofit savings shall be completed in accordance with the industry guidelines set forth by IPMVP and ASHRAE. The baseline period and reporting period should use complete years of continuous data(12,24,or 36 months).The electrical consumption reduction of the facility(measured in kWh and/or kW)shall be reported as Savings,or Avoided Energy Use,in which the savings are stated under the conditions of the reporting period and determined by the following equation: Energy Savings(Avoided Energy Use)=(Baseline Energy±Routine Adjustments to reporting-period conditions ±Non-Routine Adjustments to reporting-period conditions)-Reporting-Period Energy The price schedule of the reporting period will be used to compute the "avoided cost" on a meter-by-meter basis. The price schedule will be obtained from the utility and will include all elements that are affected by metered amounts, such as consumption charges, demand charges, power factor, and demand ratchets. In the event of a significant decrease in energy prices,the price schedule used for savings reporting will be that which prevailed at the time of commitment to the investment. Cost savings are determined by applying the appropriate rate/price schedule in the following equation: Cost Savings(Avoided Cost)= Cost of Baseline Energy- Cost of Reporting-Period Energy 12520 High Bluff Drive Suite 345, San Diego, CA 92130 M&V Agreement www.absenergy.com Page 121 Contractor's License# 1008135 1609 C] ALLIANCE BUILDING SOLUTIONS Attachment 2 Utility Baseline Summaries City of Huntington Beach-Electric Utility Data Blended Ste Name Address City,State Account t Range Annual kWh AnnualCost Coat Banning Library 9281 Banning Ave. Huntington Beach,CA 8013040267 6/2023-5/2024 8,132 S 2,297 S 0.28 Beach Yard 8669 Edison Drive Huntington Beach.CA 8012960114 6/2023-5/2024 48,174 $ 11,296 5 0.23 BushardFireStation 19711 B u shard St. Huntington Beach.CA 8012961818 6/2023-5/2024 30.160 S 7.505 5 0.25 Central Library 18000 Gold e nwest St. Huntington Beach,CA 8014480642 6/2023-512024 586,740 S 227,165 S 0.39 City Gym and Pool 1600 Palm Ave. Huntington Beach,CA 8012960264 6/2023-5/2024 210,943 S 47,481 S 0.23 Civic Center Complex 2000 Main St, Huntington Beach,CA 8014333878 6/2023-512024 1.872.196 S 1.416.464 S 0.30 Corporate Yard 17371 Gotha rd St. Huntington Beach,CA 8014490539 6/2023-5/2024 197,548 S 67.496 S 0.34 Got hard Fire Station 18311 Gotha rd St. Huntington Beach,CA 8012962055 6/2023-5/2024 100,681 S 29.073 5 0.29 Harbor Yew Community Center 16600SybrookLn. Huntington Beach,CA 8013040325 6/2023-5/2024 5.024 S 1.499 S 0.30 Heil Fire Station 5891 Heil Ave Huntington Beach.CA 8012961483 6/2023-5/2024 30,574 S 8,330 S 0.27 Helen Murphy Library 15882 Graham St. Huntington Beach,CA 8013040337 6/2023-5/2024 7.882 S 2.314 S 0.29 Joint PowersTrainingCenter 18301 Gotha rd St. Huntington Beach.CA 8012962070 6/2023-5.12024 185,355 S 52,049 S 0.28 Junior Lifeguard HQ 21001 Coast Hwy. Huntington Beach,CA 8012961267 6/2023-5/2024 106,504 S 31,240 S 0.29 Lake Fire Station 530 Lake St. Huntington Beach,CA 8012961820 6/2023-5/2024 77.577 S 17,229 5 D.22 Lake Yew Community Center 174512eiderLn. Huntington Beach,CA 8013040355 6/2023-5/2024 1,195 S 348 S 0.29 Lifeguard HQ 103 Coast Hwy. Huntington Beach,CA 8012961648 6/2023-5/2024 156.778 S 37.340 S 0.24 Magnolia Fire Station 21441 Magnolia St. Huntington Beach,CA 8012965638 6/2023-5/2024 40.286 S 9.694 S 0.24 Main Street Library 524 Main St. Huntington Beach,CA 8013040213 6/2023-5/2024 23,522 S 6.375 S 0.27 Murdy Community Center 7000 Norma Dr. Huntington Beach.CA 8013040331 6/2023-5/2024 119.090 S 59.493 S 0.50 MurdyFireStation 16221GothardSt. Huntington Beac h.CA 8012961559 6/2023-5/2024 90.697 S 23.308 $ 0.26 Newland Barn 19822 Beach Blvd. Huntington Beach,CA 8012961624 6/2023-5/2024 5,466 S 1.665 S 0.30 OakviewCornmunityCenter 17261 Oak Ln. Huntington Beach,CA 8013040227 6/2023-5/2024 30.082 S 8.810 S 0.29 0akviewLibrary 17251 Oak Ln. Huntington Beach,CA 8013040381 6/2023-5/2024 27,349 S 8.623 S 0.32 Search and Rescue Heliport 18401 Gothard St. Huntington Beach,CA 8012960944 6/2023-5/2024 108.366 S 29,068 5 0.27 SeniorCenter 1718 Orange Ave. Huntington Beach,CA 8013537874 6/2023-5/2024 344.872 S 87.942 S 0.25 Terry Park Community Center 7701 Taylor Dr. Huntington Beach.CA 8013040357 6/2023-5/2024 3.408 5 992 5 0.29 Warner Fire Station 3631 Warner Ave. Huntington Beach.CA 8012961426 6/2023-5/2024 57.515 S 17.018 S 0.30 12520 High Bluff Drive Suite 345, San Diego, CA 92130 M&V Agreement www.absenergy.com Page 122 Contractor's License# 1008135 1610 C� ALLIANCE BUILDING SOLUTIONS Attachment 3 Energy Efficiency and Renewable Project Cashflow 12520 High Bluff Drive Suite 345, San Diego, CA 92130 M&V Agreement www.absenergy.com Page 123 Contractor's License# 1008135 1611 ATTACHMENT #6 RESOLUTION NO. 2025-71 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF HUNTINGTON BEACH, AUTHORIZING THE EXECUTION AND DELIVERY OF A LEASE AGREEMENT, AN ESCROW AGREEMENT AND EQUIPMENT SCHEDULE WHEREAS The City Council of the City of Huntington Beach (the "Lessee"), a body politic and corporate duly organized and existing as a municipal corporation and Charter City of the State of California, does hereby consent to the taking of the following actions by the Lessee as of the date hereof; The City Council desires to cause the Lessee and hereby authorizes the Lessee by the laws of the State of California to purchase, acquire, and lease personal property for the benefit of the Lessee and those it provides services to and to enter into contracts with respect thereto; The City Council desires to cause Lessee to purchase, acquire and lease certain equipment constituting personal property (the "Equipment") necessary for the Lessee to perform essential governmental functions as deemed necessary and/or desirable by its Designated Officers (defined below); The City Council desires to cause Lessee to finance the Equipment an amount not to exceed $7,383,861 (the "Financed Amount"); • In order to acquire such Equipment, the Lessee proposes to enter into one or more Lease Purchase Agreements (together with the Equipment Schedules and all related exhibits, schedules, and certificates attached thereto, the "Lease Agreements") with Metro Futures, Inc., a California corporation (the "Lessor") for the Financed Amount secured in part by the Equipment, and one Escrow Agreement (together the Disbursement/Payment Request Form and Acceptance Certificate, the "Escrow Agreement") with the Lessor and an escrow agent (approved by Lessor), the forms of which have been presented to the governing body of the Lessee at this meeting; The governing body of the Lessee deems it for the benefit of the Lessee and for the efficient and effective administration thereof to enter into the Transaction Documents for the purchase, acquisition, and leasing of the Equipment to be therein described on the terms and conditions therein provided; NOW, THEREFORE, the City Council of the City of Huntington Beach hereby resolves as follows: SECTION 1. That the City Council hereby approves the form, terms and provisions of the Transaction Documents in substantially the forms presented to the City Council on or about the date hereof; SECTION 2. That the governing body of the Lessee hereby authorizes and directs Travis Hopkins, the City Manager of the Lessee, and such other persons as he/she/they may RESOLUTION NO. 2025-71 delegate (the "Designated Officers"), and each of them individually, on behalf of the Lessee, to execute and deliver the Transaction Documents SECTION 3. That the execution of the Transaction Documents by any Designated Officer shall constitute conclusive evidence of such officer's and the governing body's approval of any such changes, insertions, revisions, corrections, or amendments to the Transaction Documents; SECTION 4. That the officers and employees of the Lessee shall take all action necessary or reasonably required by the Transaction Documents to carry out, give effect to, and consummate the transactions contemplated thereby and to take all action necessary in conformity therewith; SECTION 5. That the Designated Officers and all other officers and employees of the Lessee are hereby directed and authorized to take and shall take all action necessary or reasonably required in order to select, purchase, and take delivery of the Equipment; SECTION 6. That Nothing contained in this Resolution or the Transaction Documents shall be construed with respect to the Lessee as incurring a pecuniary liability or charge upon the general credit of the Lessee or against its taxing power, nor shall the breach of any provision contained in this Resolution or the Transaction Documents impose any pecuniary liability upon the Lessee or any charge upon its general credit or against its taxing power, except to the extent that the rental payments payable under the Transaction Documents are special limited obligations of the Lessee as provided therein; SECTION 7. That the Designated Officers are each hereby designated to act as authorized representatives of the Lessee for purposes of the Transaction Documents until such time as the governing body of the Lessee shall remove such designation; SECTION 8. That any actions authorized pursuant to the authority given hereunder and heretofore taken by the Lessee, or any Designated Officer on behalf of the Lessee, in connection with the transactions contemplated by the foregoing resolutions be, and they hereby are, approved, ratified and confirmed in all respects SECTION 9. This Written Consent may be executed in multiple counterparts, and all such executed counterparts shall constitute the same instrument. SECTION 10. This Resolution shall take effect and be in full force immediately after its adoption by the City Council. 2 RESOLUTION NO. 2025-71 PASSED AND ADOPTED by the City Council of the City of Huntington Beach at a regular meeting thereof held on the 18th day of November , 2025. Mayor REVIEWED AND APPROVED: APPROVED AS TO FORM: AA`s. V ` /y� .� City Manage 7 V p,...city Attorney INITIATED AND APPROVED: rt-t erector f Public Works 3 Res. No. 2025-71 STATE OF CALIFORNIA COUNTY OF ORANGE ) ss: CITY OF HUNTINGTON BEACH ) I, LISA LANE BARNES, the duly elected, qualified City Clerk of the City of Huntington Beach, and ex-officio Clerk of the City Council of said City, do hereby certify that the whole number of members of the City Council of the City of Huntington Beach is seven; that the foregoing resolution was passed and adopted by the affirmative vote of at least a majority of all the members of said City Council at a Regular meeting thereof held on November 18, 2025 by the following vote: AYES: Twining, Kennedy, McKeon, Burns, Van Der Mark, Gruel, Williams NOES: None ABSENT: None ABSTAIN: None l._ -a/At /f City Clerk and ex-officio Clerk of the City Council of the City of Huntington Beach, California 'ltt�rrr� ; /%,/25 lJ6TO L saw): /034.y.25 for B � II/ei°25 VIRRIV I NOTICE OF PUBLIC HEARING BEFORE THE CITY COUNCIL OF THE CITY OF HUNTINGTON BEACH Location: City Council Chambers,2000 Main St, Huntington Beach, CA 92648 Vendor: Brad Chapman, Alliance Building Solutions, LLC; Metro Futures, Inc. Project Description: RESOLUTION ADOPTING CERTAIN FINDINGS AND APPROVING DESIGN AND BUILD AGREEMENT AND APPROVE A FINANCE AGREEMENT FOR ENERGY RELATED IMPROVEMENTS TO CITY FACILITIES WITH ALLIANCE BUILDING SOLUTIONS, LLC.ALONG WITH RELATED LEASE DOCUMENTS WITH METRO FUTURES, INC. TO FUND ENERGY RELATED IMPROVEMENTS AT CITY FACILITIES NOTICE IS HEREBY GIVEN that the City Council of the City of Huntington Beach will hold a Public Hearing in the Council Chamber of the Huntington Beach City Hall. Date: November 18th, 2025 Time: 6:00 pm Place: Huntington Beach City Hall, Council Chambers 2000 Main St, Huntington Beach, CA 92648 City Council shall hold a public hearing on November 18, 2025 for the purposes of presenting certain findings, taking public comment, and approving a Resolution adopting the findings and approving a Design and Build Agreement with Alliance Building Solutions, LLC. and approving a Finance Agreement and related necessary lease documents with Metro Futures, Inc. to fund the implementation of certain energy conservation improvements to City facilities in accordance with California Government Code Section 4217.10 to 4217.18. The City Council findings shall provide, and Design and Build Agreement shall require that the cost to the City to implement the energy related improvements will be less than the anticipated marginal cost to the City of thermal, electrical, or other energy that would have been consumed by the City in absent of purchasing the energy improvements. Written comments may also be mailed or delivered to the City Clerk at the office address identified below on or before the meeting date. If you challenge the matter in court, you may be limited to raising those issues you or someone else raised at the public hearing, or in written correspondence delivered to the City of Huntington Beach at, or prior to, the public hearing. For more information about the project and the related environmental documentation please contact: City of Huntington Beach By: Lisa Lane Barnes, City Clerk 2000 Main Street,2nd Floor Huntington Beach, CA 92648-2702 Telephone: (714)536-5227 CityWebsite: httbs ://www. huntingtonbeachca . gov/ Date of Publication: October 30, 2025 November 6, 2025 Column INTERIM AD DRAFT This is the proof of your ad scheduled to run in Huntington Beach Wave on the dates indicated below. If changes are needed, please contact us prior to deadline at (714) 796-2209. Notice ID: RvtYQ5olaVXEalYNuzmF I Proof Updated:Oct.21,2025 at 05:21pm PDT Notice Name: PH Notice-Alliance Building Solutions, LLC See Proof on Next Page This is not an invoice.Below is an estimated price,and it is subject to change.You will receive an invoice with the final price upon invoice creation by the publisher. FILER FILING FOR Donna Switzer Huntington Beach Wave donna.switzer@surfcity-hb.org (714)374-1649 Columns Wide: 5 Ad Class: Legals Total Column Inches: 27.71 Number of Lines: 57 10/30/2025:City Notices 420.72 11/06/2025:City Notices 420.72 Subtotal $841.44 Tax $0.00 Processing Fee $0.00 Total $841.44 PH Notice - Alliance Building Solutions, LLC - Page 1 of 2 NOTICE OF PUBLIC HEARING BEFORE THE CITY COUNCIL OF THE CITY OF HUNTINGTON BEACH Location:City Council Chambers,2000 Main St,Huntington Beach,CA 92648 Vendor:Brad Chapman,Alliance Building Solutions,LLC; Metro Futures, Inc. Project Description: RESOLUTION ADOPTING CERTAIN FINDINGS AND APPROVING DESIGN AND BUILD AGREEMENT AND APPROVE A FINANCE AGREEMENT FOR ENERGY RELATED IMPROVEMENTS TO CITY FACILITIES WITH ALLIANCE BUILDING SOLUTIONS, LLC.ALONG WITH RELATED LEASE DOCUMENTS WITH METRO FUTURES, INC. TO FUND ENERGY RELATED IMPROVEMENTS AT CITY FACILITIES NOTICE IS HEREBY GIVEN that the City Council of the City of Huntington Beach will hold a Public Hearing In the Council Chamber of the Huntington Beach City Hall. Date: November 18,2025 Time: 6:00 pm Place:Huntington Beach City Hall,Council Chambers 2000 Main St, Huntington Beach,CA 92648 City Council shall hold a public hearing on November 18, 2025 for the purposes of presenting certain findings, taking public comment, and approving a Resolution adopting the findings and approving a Design and Build Agreement with Alliance Building Solutions, LLC.and approving a Finance Agreement and related necessary lease documents with Metro Futures, Inc. to fund the Implementation of certain energy conservation Improvements to City facilities In accordance with California Government Code Section 4217.10 to 4217.18. The City Council findings shall provide, and Design and Build Agreement shall require that the cost to the City to implement the energy related Improvements will he less than the anticipated marginal cost to the City of thermal,electrical,or other energy that would have been consumed by the C itv In absent of purchasing the energy Improvements. Written comments may also be mailed or delivered to the City Clerk at the office address Identified below on or before the meeting date. If you challenge the matter In court, you may he limited to raising those Issues you or someone else raised cit the public hearing,or in written correspondence delivered to the City of Huntington Beach at,or prior to,the public hearing. For more information about the protect and the related environmental documentation please contact: City of Huntington Beach By: Usa Lane Barnes,City Clerk 2000 Main Street,2nd Floor Huntington Beach,CA 92648-2702 Telephone: (714)536-5227 City Website:hops://www.huntingtonbeachca.gov/ Date of Publication:October 30,2025 November 6,2025 Huntington Beach Wave Published:10/30,11/6/25 PH Notice - Alliance Building Solutions, LLC - Page 2 of 2 INCLUDES THE FOUNTAIN oi VALLEY VIEW 1920 Main St. Suite 225, Irvine Irvine, California 92614 (714)796-2209 Iegals@inlandnewspapers.com City of Huntington Beach-City Clerk's Office 2000 Main Street Huntington Beach, California 92648 Account Number: 5272431 Ad Order Number: 0011761568 Customer's Reference/PO Number: Publication: Huntington Beach Wave Publication Dates: 10/30/2025 and 11/06/2025 Total Amount $841.44 Payment Amount: $0.00 Amount Due: $841.44 Notice ID: RvtYQ5olaVXEaIYNuzmF Invoice Text: NOTICE OF PUBLIC HEARING BEFORE THE CITY COUNCIL OF THE CITY OF HUNTINGTON BEACH Location: City Council Chambers, 2000 Main St, Huntington Beach,CA 92648 Vendor: Brad Chapman,Alliance Building Solutions, LLC; Metro Futures, Inc. Project Description: RESOLUTION ADOPTING CERTAIN FINDINGS AND APPROVING DESIGN AND BUILD AGREEMENT AND APPROVE A FINANCE AGREEMENT FOR ENERGY RELATED IMPROVEMENTS TO CITY FACILITIES WITH ALLIANCE BUILDING SOLUTIONS, LLC.ALONG WITH RELATED LEASE DOCUMENTS WITH METRO FUTURES, INC.TO FUND ENERGY RELATED IMPROVEMENTS AT CITY FACILITIES NOTICE IS HEREBY GIVEN that the City Council of the City of Huntington Beach will hold a Public Hearing in the Council Chamber of the Huntington Beach City Hall. Date: November 18,2025 Time: 6:00 pm Place: Huntington Beach City Hall, Council Chambers 2000 Main St, Huntington Beach,CA 92648 City Council shall hold a public hearing on November 18,2025 for the purposes of presenting certain findings,taking public comment,and approving a Resolution adopting the findings and approving a Design and Build Agreement with Alliance Building Solutions, LLC.and approving a Finance Agreement and related necessary lease documents with Metro Futures, Inc.to fund the implementation of certain energy conservation improvements to City facilities in accordance with California Government Code Section 4217.10 to 4217.18.The City Council findings shall provide,and Design and Build Agreement shall require that the cost to the City to implement the energy related improvements will be less than the anticipated marginal cost to the City of thermal,electrical,or other energy that would have been PH Notice-Alliance Building Solutions, LLC- Page 1 of 2 All‘ilkic..... See Proof on Next Page INCLUDES THE FDUNTA N VALLEY VIEW Huntington Beach Wave 1920 Main St.Suite 225,Irvine Irvine,California 92614 (714)796-2209 2000 Main Street Huntington Beach,California 92648 AFFIDAVIT OF PUBLICATION STATE OF CALIFORNIA County of Orange County I am a citizen of the United States and a resident of the County aforesaid; I am over the age of eighteen years,and not a party to or interested in the above-entitled matter. I am the principal clerk of the Huntington Beach Wave, a newspaper that has been adjudged to be a newspaper of general circulation by the Superior Court of the County of Orange County, State of California, on July 1, 1998, Case No. A- 185906 in and for the City of Irvine, County of Orange County, State of California; that the notice, of which the annexed is a true printed copy, has been published in each regular and entire issue of said newspaper and not in any supplement thereof on the following dates,to wit: 1013012025, 1110612025 I certify (or declare) under the penalty of perjury under the laws of the State of California that the foregoing is true and correct: Executed at Anaheim,Orange County, California,on Date: Nov 6, 2025. S ure PH Notice-Alliance Building Solutions, LLC- Page 1 of 2 NOTICE OF PUBLIC HEARING BEFORE THE CITY COUNCIL OF THE CITY OF HUNTINGTON BEACH Location:City Council Chambers,2000 Main St, Huntington Beach,CA 92648 Vendor:Brad Chapman,Alliance Building Solutions,LLC; Metro Futures, Inc. Prolect Description: RESOLUTION ADOPTING CERTAIN FINDINGS AND APPROVING DESIGN AND BUILD AGREEMENT AND APPROVE A FINANCE AGREEMENT FOR ENERGY RELATED IMPROVEMENTS TO CITY FACILITIES WITH ALLIANCE BUILDING SOLUTIONS, LLC.ALONG WITH RELATED LEASE DOCUMENTS WITH METRO FUTURES, INC. TO FUND ENERGY RELATED IMPROVEMENTS AT CITY FAC ILITIES NOTICE IS HEREBY GIVEN that the City Council of the City of Huntington Beach will hold a Public Hearing In the Council Chamber of the Huntington Beach City Hall. Date: November 18,2025 Time: 6:00 pm Place:Huntington Beach City Hall,Council Chambers 2000 Main St, Huntington Beach,CA 92648 City Council shall hold a public hearing on November 18, 2025 for the purposes of presenting certain findings, taking public comment, and approving a Resolution adopting the findings and approving a Design and Build Agreement with Alliance Building Solutions, LLC.and approving a Finance Agreement and related necessary lease documents with Metro Futures, Inc. to fund the implementation of certain energy conservation Improvements to City facilities In accordance with California Government Code Section 4217.10 to 4217.18. The City Council findings shall provide, and Design and Build Agreement shall require that the cost to the City to implement the energy related Improvements will he less than the anticipated marginal cost to the City of thermal,electrical,or other energy that would have been consumed by the City In absent of purchasing the energy Improvements. Written comments may also be mailed or delivered to the City Clerk at the office address Identified below on or before the meeting date. If you challenge the matter in court, you may be limited to raising those Issues you or someone else raised at the public hearing,or in written correspondence delivered to the City of Huntington Beach at,or prior to,the public hearing. For more information about the prolect and the related environmental documentation please contact: City of Huntington Beach By:Lisa Lane Barnes,City Clerk 2000 Main Street,2nd Floor Huntington Beach,CA 92648-2702 Telephone: (714)536-5227 City Webslte:https://www.huntingtonbeachca.gov/ Date of Publication:October 30,2025 November 6,2025 Huntington Beach Wave Published:10/30,11/6/25 PH Notice -Alliance Building Solutions, LLC- Page 2 of 2 CITY FUNDED CONSTRUCTION CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND ALLIANCE BUILDING SOLUTIONS, LLC. FOR ENERGY EFFICIENT CONTRACT (PERFORMANCE-BASED) FOR IMPLEMENTATION OF ENERGY CONSERVATION MEASURES THIS AGREEMENT("Agreement") is made and entered into by and between the City of Huntington Beach, a municipal corporation of the State of California, hereinafter referred to as "CITY," and ALLIANCE BUILDING SOLUTIONS, LLC, a Limited Liability corporation, hereinafter referred to as "CONTRACTOR." WHEREAS, CITY has solicited bids for a public works project, hereinafter referred to as "PROJECT," more fully described as FACILITIES ENERGY AND COST SAVINGS PROJECT in the City of Huntington Beach; and CONTRACTOR has been selected to perform said services, NOW, THEREFORE, in consideration of the promises and agreements hereinafter made and exchanged the parties covenant and agree as follows: 1. STATEMENT OF WORK; ACCEPTANCE OF RISK CONTRACTOR shall complete and construct the PROJECT pursuant to this Agreement and the Contract Documents (as hereinafter defined) and furnish, at its own cost and expense, all labor, plans, tools, equipment, supplies, transportation, utilities and all other items, services and facilities necessary to complete and construct the PROJECT in a good and workmanlike manner. CONTRACTOR agrees to fully assume the risk of all loss or damage arising out of the na re of the PROJECT, during its progress or prior to acceptance by CITY, from the action the elements, from any unforeseen difficulties which may arise or be encountered in the prose ution of work, and for all other risks of any description in connection with the work, 1 25-17327/396530 1463 including, but not limited to, all expenses incurred by or in consequence of the suspension or discontinuance of work, except such as are herein expressly stipulated to be borne by CITY, and for well and faithfully completing the work within the stipulated time and in the manner shown and described in this Agreement, and in accordance with the requirements of C for the compensation set forth in the accepted bid proposal. 2. ACCEPTANCE OF CONDITIONS OF WORK; PLANS SPECIFICATIONS / CONTRACTOR acknowledges that it is fully familiar with all the terms, / conditions and obligations of this Agreement and the Contr a& Documents (as defined below in / this Section), has inspected the location of the job site, �d the conditions under which the work is to be performed, and that it enters into this Agreement based upon its thorough investigation of all such matters and is relying in no way upon y opinions or representations of CITY. It is agreed that the Contrac ocuments are incorporated into this Agreement by this reference, with the same force an effect as if the same were set forth at length herein, and that CONTRACTOR and its sub ntractors, if any, shall be bound by the Contract Documents insofar as they relate in part in any way, directly or indirectly, to the work covered by this Agreement. "Contr t Documents" as defined herein mean and include: A. This Agreement; A. Bonds covering the work herein agreed upon; / / C. The CITY's standard Plans and Specifications and special contractual / provisions, including those on file in the office of the Department of Public Works of CITY, and any revisions, amendments or addenda thereto; 25-17327/396530 1465 D. The edition of Standard Specifications for Public Works Construction, published by Builders' News, Inc., 10801 National Boule rd, Los Angeles, CA 90064, and all amendments thereto, written promulgated by the Southern California chapter of the Amerig. i Public Works Association and the Southern California District Associated General Contractors of the California Joint Cooperative Committee as specified in the particular Plans, Specifications, Special Provisions and Addendum applicable to the Project; E. Bid documents including the Notice Inviting Bids, the Special Instructions to Bidders and the CONTRACTOR's proposal, (which is attached hereto as Exhibit "A" and incorporated herein by this reference); F. The particular Plans, Specifications, Special Provisions and Addenda applicable to the PROJECT. Anything mentioned in the Specifications and not indicated in the Plans or indicated in the Plans and not mentioned in the Specifications, shall be of like effect as if indicated and mentioned in both. In case of a discrepancy between any Plans, Specifications, Special provisions, or Addenda, the matter shall be immediately submitted by CONTRACTOR to the Director of Public Works of CITY or his or her written designee (hereinafter referred to as "DPW"), and CONTRACTOR shall not attempt to resolve or adjust the discrepancy without the decision of DPW, save only at its own risk and expense. Should there be any conflict between the terms of this Agreement and the bid or proposal of CONTRACTOR, then this Agreement shall control and nothing herein shall be considered as an acceptance of the terms of the bid or proposal which is in conflict herewith. 3 25-17327/396530 1467 3. COMPENSATION CITY agrees to pay and CONTRACTOR agrees to accept as full compensation for the faithful performance of this Agreement, subject to any additions or deducti ns made under the provisions of this Agreement or the Contract Documents, a sum not to e eed SEVEN MILLION THREE HUNDRED FIFTY THOUSAND EIGHT HUNDRED SI Y ONE Dollars ($7,358,861), as set forth in the Contract Documents, to be paid as provided in this Agreement. 4. COMMENCEMENT OF PROJECT CONTRACTOR agrees to commence the PROJECT within ten (10) working days after the Notice To Proceed is issued and diligently prosecute the PROJECT to completion within TWO HUNDRED (200)consecutive Working days from the day the Notice to Proceed is issued by DPW, excluding delays provided for in this Agreement. 5. TIME OF THE ESSENCE The parties hereto recognize and agree that time is of the essence in the performance of this Agreement and each and every provision of the Contract Documents. CONTRACTOR shall prepare and obtain approval as required by the Contract Documents for all shop drawings, details and samples, and do all other things necessary and incidental to the prosecution of its work in conformance with the progress schedule set forth in the Contract Documents. CONTRACTOR shall coordinate its work with the work of all other contractors, subcgtitractors, and CITY forces working on the PROJECT in a manner that will facilitate the efficient completion of the PROJECT and in accordance with the terms and provision of this Agreement. CITY shall have complete control of the premises on which the work ii to be performed and shall have the right to decide the time and order in which the various portions of the work shall be performed and the priority of the work of other contractors, 4 25-17327/396530 1469 subcontractors and CITY forces and, in general, all matters concerning the timely and orderly conduct of the work of CONTRACTOR on the premises. 6. CHANGES CONTRACTOR shall adhere strictly to the plans and specifications set forth in the Contract Documents unless a change therefrom is authorized i writing by DPW. CONTRACTOR agrees to make any and all changes, furnish materials and perform all work necessary within the scope of the PROJECT as DPW may require in writing. Under no condition shall CONTRACTOR make any changes without the prior written order or acceptance of DPW, and CITY shall not pay any extra charges made by CONTRACTOR that have not been agreed upon in writing by DPW. When directed to change the work, CONTRACTOR shall submit immediately to DPW a written cost proposal reflecting the effect of the change. Should DPW not agree to such cost proposal, the work shall be performed according to the changes ordered in writing by DPW and the proper cost thereof shall be negotiated by the parties upon cost and pricing data submitted by CONTRACTOR; thereupon, CITY will promptly issue an adjusted change order to CONTRACTOR and the contract price will be adjusted upward or downward accordingly. 7. NOTICE TO PROCEED No work, services, material, or equipment shall be performed or furnished under this Agreement unless and until a Notice to Proceed has been given to CONTRACTOR by CITY. CITY does not warrant that the work will be available on the date the Notice to Proceed is issued. In the event of a delay in commencement of the work due to unavailability of the job site, for any reason, relief to CONTRACTOR shall be limited to a time extension equal to the delay due to such unavailability. 5 25-]7327/396530 1471 8. BONDS Only bonds issued by California admitted sureties will be ac ted. CONTRACTOR shall, prior to its performance of this Agreement, furnish the follow' g two (2) bonds approved by the City Attorney: One in the amount of one hundred percen 100%) of the contract price to guarantee the CONTRACTOR's faithful performance of th work, and one in the amount of one hundred percent of the contract price to guarantee p went of all claims for labor and materials furnished. In addition, CONTRACTOR shall submit to CITY a bond in the amount of one hundred percent (100%) of the final contract price, including all change orders, to warrant such performance for a period of one (1) year after CITY's acceptance thereof within ten (10) days of filing of the Notice of Completion. 9. WARRANTIES CONTRACTOR unconditionally guarantees all work done under this Agreement including, but not limited to, any workmanship, installation, fabrication, material or structural facilities constructed. CONTRACTOR, within ten (10) days after notice by CITY of any defect in the work, shall have the option to make appropriate repairs or replace the defective item or items. Upon expiration o, such ten (10) day period, CITY may then make appropriate repair or replacement at CONTAACTOR's risk and own cost and expense. 10. 1N9EPENDENT CONTRACTOR It is understood and agreed that CONTRACTOR is, and shall be, acting at all times hereunder as an independent contractor and not an employee of CITY. CONTRACTOR shall seeure at its own cost and expense, and be responsible for any and all payment of all taxes, soc' security, state disability insurance compensation, unemployment compensation and other 6 25-17327/396530 1473 payroll deductions for CONTRACTOR and its officers, agents and employees and all business licenses, if any, in connection with the PROJECT and/or the services performed hereunder. 11. LIQUIDATED DAMAGES/DELAYS It is agreed by the parties hereto that in case the total work called for hereunder is not in all parts and requirements finished or completed within the number of calendar days as set forth herein, damage will be sustained by CITY; and that it is, and would be, impractical and extremely difficult to ascertain and determine the actual damage which CITY would sustain in the event of and by reason of such delay. It is, therefore, agreed that CONTRACTOR will pay to CITY, as liquidated damages and not as a penalty, the sum of TWO THOUSAND FIVE HUNDRED DOLLARS ($2,500) per each calendar day's delay in completing the work in excess of the number of working/calendar days set forth herein, which represents a reasonable endeavor by the parties hereto to estimate a fair compensation for the foreseeable damages CITY would sustain in the event of and by reason of such delay; and CONTRACTOR agrees to pay these damages herein provided, and further agrees that CITY may deduct the amount thereof from any monies due or that may become due to CONTRACTOR hereunder. CONTRACTOR will be granted an extension of time and will not be assessed damages for any portion of the delay in the completion of the work due to unforeseeable causes beyond the control and without the fault or negligence of CONTRACTOR, including, but not limited to, acts of God or of the public enemy, fire, floods, epidemics, quarantine restrictions, strikes, unsuitable weather, or delays of subcontractors due to such causes. CONTRACTOR shall, within fifteen (15) days from the beginning of any such delay (unless DPW shall grant a further period of time), notify DPW in writing of the cause of the delay and CITY shall extend the time for completing the work if, in its judgment, the 7 25-17327/396530 1475 findings of fact thereon justify the delay; and the decision of DPW shall be conclusive on the parties hereto. Should CONTRACTOR be delayed in the prosecution or completion of the work by the act, neglect or default of CITY, or should CONTRACTOR be delaygfl by waiting for materials required by this Agreement to be furnished by CITY, or by dan3ge caused by fire or other casualty at the job site for which CONTRACTOR is not responsible, or by the combined action of the workers, in no way caused by or resulting from default or collusion on the part of CONTRACTOR, or in the event of a lockout by CITY, then the time herein fixed for the completion of the work shall be extended by the number of days CONTRACTOR has thus been delayed, but no allowance or extension shall be made unless a claim therefor is presented in writing to CITY within fifteen(15)days of the commencement of such delay. No claims for additional compensation or damages for delays, irrespective of the cause thereof, and including without limitation,the furnishing of materials by CITY or delays by other contractors or subcontractors will be allowed and an extension of time for completion shall be the sole remedy of CONTRACTOR. 12. DEMANDS FOR ADDITIONAL TIME OR MONEY. A. Definitions. (1) "Change Order" means a document signed by the CONTRACTOR and CITY which authorizes an addition, deletion or revision in the work, or an adjustment in the Compensation under Section 3, or the Completion Time specified at Section 4. (2) "Demand" means a written demand for a Change Order by the CONTRACTOR for any of the following: (a) A time extension; 1 8 25-17327/396530 1477 (b) Payment of money or damages arising from work done by, or on behalf of, the CONTRACTOR pursuant to this Agreement and payment of which is not expressly permitted pursuant to Section 3 of this Agreement; (c) Payment of an amount the CITY disputes; (d) Any disputes and other matters relating to the acceptability of the work performed or the interpretation of the Contract Documents; (e) A request for a time extension or additional payment based upon differing site conditions, such as subsurface or latent physical conditions at the job site differing materially from those indicated in this Agreement or the Contract Documents, or unknown physical conditions at the job site, of an unusual nature, differing materially from those ordinarily encountered and generally recognized as inherent to work of the PROJECT; or (f) A request for a time extension or additional payment based upon acts of neglect by CITY or due to fires, floods, labor disputes, epidemics, abnormal weather conditions or acts of God. B. A Demand for a time extension or payment of money or damages may only be granted by a Change Order. C. No Change Order may be granted except where the Contractor has submitted a Demand to the DPW (or his or her written designee). All Demands shall be submitted promptly, but in no event later than thirty (30) days after the occurrence of the event giving rise to the Demand. The Demand shall be in writing and include all documents necessary to substantiate the Demand. The DPW shall act on the Demand within fifteen (15) days after receipt, including by requesting additional information from the CONTRACTOR to determine whether to approve the Change Order the Demand seeks. The DPW shall act on the Demand 9 25-17327/396530 1479 within fifteen (15) days after receipt of the additional information or within a period of time no greater than the time the CONTRACTOR took to produce the additional information requested, whichever is greater. D. Notwithstanding the thirty (30) days to submit a Demand under Subparagraph C, in the case of differing or unknown site conditions, immediately upon encountering the conditions, CONTRACTOR shall notify the DPW in writing of the conditions, so that the CITY may promptly investigate the conditions. E. If the CONTRACTOR disputes the DPW's written response on the Demand, or the CITY fails to respond within the time prescribed, the CONTRACTOR may so notify the City Engineer, in writing, either within fifteen (15) days of receipt of the City Engineer's response or within fifteen (15) days of the DPW's failure to respond within the time prescribed, respectively, and request an informal conference to meet and confer for settlement of the Demand. Upon the CONTRACTOR's request, the DPW shall schedule a meet and confer conference within thirty (30)days to seek to resolve. F. CITY and CONTRACTOR shall execute appropriate Change Orders covering changes to the time or price by executing the Change Order by mutual agreement. If the CITY and CONTRACTOR are unable to reach a mutual agreement, then the City Engineer shall issue a written decision on the claim within a reasonable time. G. Following the meet and confer conference, if the Demand remains in dispute, the CONTRACTOR may file a claim with the City as provided in Chapter 1 (commencing with Section 900) and Chapter 2 (commencing with Section 910) of Part 3 of Division 3.6 of Title 1 of the Government Code. For purposes of those provisions, the running of the period of time within which a claim must be filed shall be tolled from the time the 10 25-17327/396530 1481 CONTRACTOR submits his or her Demand until the Demand is denied as a result of the meet and confer process, including any period of time utilized by the meet and confer process. 13. VARIATIONS IN ESTIMATED QUANTITIES The quantities listed in the bid schedule will not govern final payment. Payment to CONTRACTOR will be made only for the actual quantities of contract items used in construction of the PROJECT, in accordance with the plans and specifications. Upon completion of the PROJECT, if the actual quantities used are either more than or less than the quantities listed in the bid schedule, the bid price shall prevail subject to the provisions of this Section. DPW may, at its sole discretion, when warranted by the facts and circumstances, order an equitable adjustment, upwards or downwards, in payment to CONTRACTOR where the actual quantities used in construction of the PROJECT are in variation to the quantities listed in the bid schedule. No claim by CONTRACTOR for an equitable adjustment in price or time for completion shall be allowed if asserted after final payment under this Agreement. If the quantity variation is such as to cause an increase in the time necessary for completion, DPW shall ascertain the facts and circumstances and make such adjustment for extending the completion date as in its sole judgment the findings warrant. 14. PROGRESS PAYMENTS Each month DPW will make an estimate in writing of the work performed by CONTRACTOR and the value thereof. From each progress estimate, five percent (5%) will be deducted and retained by CITY and the remainder of the progress estimate, less the amount of all previous payments since commencement of the work, will be paid to CONTRACTOR. When CONTRACTOR has, in the judgment of DPW, faithfully executed fifty percent (50%) or more of the value of the work as determined from the bid schedule, and if DPW finds that satisfactory progress has been and is being made, CONTRACTOR may be paid such 11 25-17327/396530 1483 sum as will bring the payments of each month up to one hundred percent (100%) of the value of the work completed since the commencement of the PROJECT, as determined,in its sole discretion by DPW, less all previous payments and less all previous retained amounts. CITY's final payment to CONTRACTOR, if unencumbered, or any part thereof unencumbered, shall be made thirty-five (35) days after the acceptance of the work and the filing of a Notice of Completion by CITY. Provided, however, that in the event of a dispute between CITY and CONTRACTOR, CITY may withhold from the final payment an amount not to exceed 150 percent of the value of any disputed amount of work. Payments shall be made on demands drawn in the manner required by law, each payment to be accompanied by a certificate signed by DPW, affirming that the work for which payment is demanded has been performed in accordance with the terms of the Agreement and that the amount stated in the certificate is due under the terms of the Agreement. Partial payments on the contract price shall not be considered as an acceptance of any part of the work. 15. WITHHELD CONTRACT FUNDS, SUBSTITUTION OF SECURITIES At the request and at the sole cost and expense of CONTRACTOR, who shall retain beneficial ownership and receive interest, if any thereon, CITY shall permit the substitution and deposit therewith of securities equivalent to the amount of any monies withheld by CITY to ensure performance under the terms of this Agreement. 16. AFFIDAVITS OF SATISFACTION OF CLAIMS After the completion of the work contemplated by this Agreement, CONTRACTOR shall file with DPW its affidavit stating that all workers and persons employed, all firms supplying materials and all subcontractors working upon the PROJECT have been paid in full and that there are no claims outstanding against the PROJECT for either labor or material, except certain items, if any, to be set forth in CONTRACTOR's affidavit covering disputed 12 25-17327/396530 1485 claims, or items in connection with Notices to Withhold, which have been filed under the provisions of the statutes of the State of California. 17. WAIVER OF CLAIMS The acceptance by CONTRACTOR of the payment of the final certificate shall constitute a waiver of all claims against CITY under or arising out of this Agreement. A. The CITY has ascertained from the Director of Industrial Relations of the State of California the general prevailing rate of per diem wages and the general prevailing rate for legal holiday and overtime work in the locality in which the work is to be performed for each craft or type of work needed to execute this Agreement, and the same has been set forth by resolution on file in the office of the City Clerk of CITY. CONTRACTOR and any subcontractor under it shall pay not less than said prevailing wage rates to all workers employed on this public works Agreement, as required by California Labor Code Sections 1771 and 1774. In accordance with the provisions of Section 3700 of the California Labor Code, CONTRACTOR agrees to secure payment of compensation to every employee. B. Pursuant to this Agreement and in accordance with Section 1774 and 1775 of the California Labor Code, CONTRACTOR shall, as penalty to CITY, forfeit twenty-five dollars ($25) for each calendar day or portion thereof for each worker paid (either by CONTRACTOR or any of its subcontractors) less than the prevailing wage rate established for that particular craft or type of work. 18. CALIFORNIA PREVAILING WAGE LAW A. The CITY has ascertained from the Director of Industrial Relations of the State of California the general prevailing rate of per diem wages and the general prevailing rate for legal holiday and overtime work in the locality in which the work is to be performed for each craft or type of work needed to execute this Agreement, and the same has been set forth by 13 25-17327/396530 1487 resolution on file in the office of the City Clerk of CITY. CONTRACTOR and any subcontractor under it shall pay not less than said prevailing wage rates to all workers employed on this public works Agreement, as required by California Labor Code Sections 1771 and 1774. In accordance with the provisions of Section 3700 of the California Labor Code, CONTRACTOR agrees to secure payment of compensation to every employee. B. Pursuant to this Agreement and in accordance with Section 1774 and 1775 of the California Labor Code, CONTRACTOR shall, as penalty to CITY, forfeit twenty-five dollars ($25) for each calendar day or portion thereof for each worker paid (either by CONTRACTOR or any of its subcontractors) less than the prevailing wage rate established for that particular craft or type of work. 19. CALIFORNIA EIGHT-HOUR LAW A. California Labor Code, Sections 1810 et seq, shall apply to the performance of this Agreement; thereunder, not more than eight (8) hours shall constitute one day's work and CONTRACTOR and each subcontractor employed by its hereunder, shall not require more than eight (8) hours of labor per day or forty (40) hours per week from any one person employed by it hereunder, except as stipulated in California Labor Code Section 1815. CONTRACTOR and each subcontractor employed by it hereunder shall, in accordance with California Labor Code Section 1812, keep an accurate record, open to inspection at all reasonable hours, showing the name and actual hours worked each calendar day and each calendar week by each worker employed in connection with the PROJECT. B. Pursuant to this Agreement and in accordance with California Labor Code Section 1813, CONTRACTOR shall, as a penalty to CITY, forfeit twenty-five dollars ($25) for each worker employed hereunder by CONTRACTOR or any subcontractor for each calendar day during which such worker is required or permitted to work more than eight (8) hours in any 14 25-17327/396530 1489 one (1) calendar day or forty (40) hours in any one (1) calendar week in violation of California Labor Code Section 1815. 20. PAYMENT OF TRAVEL AND SUBSISTENCE ALLOWANCE Section 1773.8 of the California Labor Code, regarding the payment of travel and subsistence allowance is applicable to this PROJECT. 21. EMPLOYMENT OF APPRENTICES Section 1777.5 of the California Labor Code, regarding the employment of apprentices is applicable to this PROJECT. 22. PAYROLL RECORDS CONTRACTOR agrees to keep accurate payroll record showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice or worker employed by it in connection with the PROJECT and agrees to require each of its subcontractors to do the same. CONTRACTOR further agrees that its payroll records and those of its subcontractors, if any, shall be available at all reasonable times to the CITY, and the employee or his representative, and the Division of Labor Standards Enforcement and the Division of Apprenticeship Standards, and to comply with all of the provisions of California Labor Code Section 1776, in general. 23. INDEMNIFICATION, DEFENSE, HOLD HARMLESS CONTRACTOR hereby agrees to protect, defend, indemnify and hold harmless CITY, its officers, elected or appointed officials, employees, agents, and volunteers from and against any and all claims, damages, losses, expenses, judgments, demands, defense costs, and consequential damage or liability of any kind or nature, however caused, including those resulting from death or injury to CONTRACTOR's employees and damage to CONTRACTOR's 15 25-17327/396530 1491 property, arising directly or indirectly out of the obligations or operations herein undertaken by CONTRACTOR, caused in whole or in part by any negligent act or omission of the CONTRACTOR, any subcontractors, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, including but not limited to concurrent active or passive negligence, except where caused by the active negligence, sole negligence, or willful misconduct of the CITY, its officers, elected or appointed officials, employees, agents, and volunteers. CONTRACTOR will conduct all defense at its sole cost and expense and CITY shall approve selection of CONTRACTOR's counsel. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by CONTRACTOR. 24. WORKERS' COMPENSATION AND EMPLOYER'S LIABILITY INSURANCE Pursuant to California Labor Code Section 1861, CONTRACTOR acknowledges awareness of Section 3700 et seq. of this Code, which requires every employer to be insured against liability for workers' compensation; CONTRACTOR covenants that it will comply with such provisions prior to commencing performance of the work hereunder. CONTRACTOR shall obtain and furnish to City workers' compensation and employer's liability insurance in an amount of not less than the State statutory limits. CONTRACTOR shall require all subcontractors to provide such workers' compensation and employer's liability insurance for all of the subcontractors' employees. CONTRACTOR shall furnish to CITY a certificate of waiver of subrogation under the terms of the workers' compensation and employer's liability insurance and CONTRACTOR shall similarly require all subcontractors to waive subrogation. 16 25-17327/396530 1493 25. INSURANCE In addition to the workers' compensation and employer's liability insurance and CONTRACTOR's covenant to defend, hold harmless and indemnify CITY, CONTRACTOR shall obtain and furnish to CITY, a policy of general public liability insurance, including motor vehicle coverage covering the PROJECT. This policy shall indemnify CONTRACTOR, its officers, employees and agents while acting within the scope of their duties, against any and all claims arising out or in connection with the PROJECT, and shall provide coverage in not less than the following amount: combined single limit bodily injury and property damage, including products/completed operations liability and blanket contractual liability, of One Million Dollars ($1,000,000) per occurrence. If coverage is provided under a form which includes a designated general aggregate limit, the aggregate limit must be no less than One Million Dollars ($1,000,000) for this PROJECT. This policy shall name CITY, its officers, elected or appointed officials, employees, agents, and volunteers (the "Additionally Insured Parties") as Additional Insureds, and shall specifically provide that any other insurance coverage which may be applicable to the PROJECT shall be deemed excess coverage and that CONTRACTOR's insurance shall be primary and non-contributory with any other valid and collectible insurance or self-insurance available to the Additionally Insured Parties. Any available insurance proceeds in excess of the minimum coverage amount specified herein shall be available to the Additionally Insured Parties. All coverage available to CONTRACTOR shall also be available to the Additionally Insured Parties. Under no circumstances shall said above-mentioned insurance contain a self-insured retention without the express written consent of CITY; however an insurance policy "deductible" of Five Thousand Dollars ($5,000.00) is permitted. CONTRACTOR shall be responsible for causing all Subcontractors to maintain the same types and limits of insurance coverage as that required of CONTRACTOR by this Agreement. 17 25-17327/396530 1495 26. CERTIFICATES OF INSURANCE., ADDITIONAL INSURED ENDORSEMENTS Prior to commencing performance of the work hereunder, CONTRACTOR shall furnish to CITY certificates of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverages as required by this Agreement; the certificates shall: 1. Provide the name and policy number of each carrier and policy; 2. State that the policy is currently in force; and 3. Promise to provide that such policies will not be canceled or modified without thirty (30) days' prior written notice of CITY. CONTRACTOR shall maintain the foregoing insurance coverages in force until the work under this Agreement is fully completed and accepted by CITY. The requirement for carrying the foregoing insurance coverages shall not derogate from the CONTRACTOR's defense, hold harmless and indemnification obligations as set forth under this Agreement. CITY or its representative shall at all times have the right to demand the original or a copy of all the policies of insurance. CONTRACTOR shall pay, in a prompt and timely manner, the premiums on all insurance hereinabove required. CONTRACTOR shall provide a separate copy of the additional insured endorsement to each of CONTRACTOR's insurance policies, naming CITY, its officers, elected and appointed officials, employees, agents and volunteers as Additional Insureds, to the City Attorney for approval prior to any payment hereunder. 27. NOTICE OF THIRD PARTY CLAIM Pursuant to Public Contracts Code §9202, CITY shall provide notice to CONTRACTOR of receipt of any claim filed with CITY or a court of competent jurisdiction 18 25-17327/396530 1497 which arises out of performance of this agreement within ten (10) days of receipt of such claim or claims. 28. DEFAULT AND TERMINATION If CONTRACTOR fails or refuses to prosecute the work he under with diligence, or fails to complete the work within the time specified, or is adj ged bankrupt or makes an assignment for the benefit of creditors or becomes insolvent, or violates any provision of this Agreement or the Contract Documents, CITY may give CONTRACTOR notice in writing of its intention to terminate this Agreement. Unless the violation is cured within ten (10) days after such Notice of Intention has been served on CONTRACTOR, CITY may, without prejudice to any other remedy it may have, terminate this Agreement upon the expiration of that time. Upon such default by CONTRACTOR, CITY may elect not to terminate this Agreement; in such event CITY may make good the deficiency in which the default consists and deduct the resulting costs from the progress payments then or to become due to CONTRACTOR. If it is subsequently determined by a court of competent jurisdiction that CITY's termination of this Agreement under this Section was wrongful, such termination shall be converted to a termination for convenience under Section 29 and any damages shall be assessed as set forth in Section 29. 29. TERMINATION FOR CONVENIENCE CITY may terminate this Agreement for convenience at any time with or without cause, and whether or not PROJECT is fully complete upon seven (7) calendar days written notice to CONTRACTOR. In the event of termination, under this Section CITY shall pay CONTRACTOR for value of work in place on the PROJECT through the termination period less all such payments already made. In case of such termination for convenience, the C( !TRACTOR shall be entitled to receive payment for work executed, and costs incurred by !. 19 25-17327/396530 1499 reason of such termination. In no event shall CONTRACTOR be entitled to recover overhead, profit or CONTRACTOR's fee on work not performed. Such payment by CITY shall be CONTRACTOR's sole and exclusive remedy for termination by CITY for its convenience and CITY shall have no further obligation to CONTRACTOR. 30. DISPOSITION OF PLANS, ESTIMATES AND OTHER DOCUMEJ) S CONTRACTOR agrees that upon completion of the work to be performed hereunder, or upon expiration or earlier termination of this Agreement, all original plans, specifications, drawings, reports, calculations, maps and other documents pertaining to this Agreement shall be delivered to CITY and become its sole property at no further cost. 31. NONASSIGNABILITY CONTRACTOR shall not sell, assign, transfer, convey or encumber this Agreement, or any part hereof, or any right or duty created herein, without the prior written consent of CITY and the surety. 32. CITY EMPLOYEES AND OFFICIALS CONTRACTOR shall employ no CITY official nor any regular CITY employee in the work performed pursuant to this Agreement. No officer or employee of CITY shall have any financial interest in this Agreement in violation of the California Government Code. 33. STOP NOTICES; RECOVERY OF ADMINISTRATIVE COSTS CITY shall be entitled to all reasonable administrative costs and necessary disbursements arising out of the processing of Stop Notices, Notices to Withhold, or any similar legal document. This obligation shall be provided for in the labor and materials payment bond required of CONTRACTOR. CITY may charge an administrative fee of One Hundred Dollars ($100) for every Stop Notice filed in excess of two (2), regardless of whether or not CITY is named in an action to enforce such stop notices. CITY may set off any unreimbursed cost or 20 25-17327/396530 1501 expense so incurred against any sum or sums owed by CITY to CONTRACTOR under this Agreement. 34. NOTICES Any notices, certificates, or other communications hereunder shall be give/either by personal delivery to CONTRACTOR's agent (as designated in Section 1 hereinabove) or to CITY as the situation shall warrant, or by enclosing the same in a sealed velope, postage prepaid, and depositing the same in the United States Postal Service, to the addresses specified below; provided that CITY and CONTRACTOR may designate different addresses to which subsequent notices, certificates or other communications will be sent by notifying the other party via personal delivery,reputable overnight carrier or U. S. certified mail-return receipt requested: TO CITY: TO CONTRACTOR: i City of Huntington Beach ALLEANCE BUILDING SOLUTIONS, LLC. ATTN: Director of Public Works A : Brad Chapman 2000 Main Street 520 High Bluff Drive, Suite 345 Huntington Beach, CA 92648 San Diego, CA 92130 35. SECTION HEADINGS The titles, captions, section, paragraph and subject headings, and descriptive phrases at the beginning of the arious sections in this Agreement are merely descriptive and are included solely for convenyience of reference only and are not representative of maters included or excluded from such revisions, and do not interpret, define, limit or describe, or construe the intent of the parti s or affect the construction or interpretation of any provision of this Agreement./ 21 25-17327/396530 1503 36. IMMIGRATION CONTRACTOR shall be responsible for full compliance with the immigration and naturalization laws of the United States and shall, in particular, comply with the provisions of United States Code Section 1324a regarding employment verification. 37. LEGAL SERVICES SUBCONTRACTING PROHIBITED CONTRACTOR and CITY agree that CITY is not liable for payment of any subcontractor work involving legal services, and that such legal services are expressly outside the scope of services contemplated hereunder. CONTRACTOR understands that pursuant to Huntington Beach City Charter Section 309, the City Attorney is the exclusive legal counsel for CITY; and CITY shall not be liable for payment of any legal services expenses incurred by CONTRACTOR. 38. ATTORNEY'S FEES In the event suit is brought by either party to construe, interpret and/or enforce the terms and/or provisions of this Agreement or to secure the performance hereof, each party shall bear its own attorney's fees, such that the prevailing party shall not be entitled to recover its attorney's fees from the non-prevailing party. 39. INTERPRETATION OF THIS AGREEMENT The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any of the parties. If any provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be unenforceable, void, illegal or invalid, such holding shall not invalidate or affect the remaining covenants and provisions of this Agreement. No covenant or provision shall be deemed dependent upon any other unless so expressly provided here. As used in this Agreement, the masculine or neuter gender and singular or plural number shall be deemed to include the other 22 25-17327/396530 1505 whenever the context so indicates or requires. Nothing contained herein shall be construed so as to require the commission of any act contrary to law, and wherever there is any conflict between any provision contained herein and any present or future statute, law, ordinance or re ,lation contrary to which the parties have no right to contract, then the latter shall prey , and the provision of this Agreement which is hereby affected shall be curtailed and lii ted only to the extent necessary to bring it within the requirements of the law. 40. GOVERNING LAW This Agreement shall be governed and construed in accordance with the laws of the State of California. 41. DUPLICATE ORIGINAL The original of this Agreement and 9rie or more copies hereto have been prepared and signed in counterparts as duplicate originals,each of which so executed shall, irrespective of / the date of its execution and delivery, be eemed an original. Each duplicate original shall be deemed an original instrument as agair�a't any party who has signed it. 42. CONSENT Where CITY' consent/approval is required under this Agreement, its consent/approval for one action or event shall not be deemed to be consent/approval to any subsequent occurrence the same or any other transaction or event. 43. SU IVAL rms and conditions of this Agreement, which by their sense and context survive the expiratio or termination of this Agreement shall so survive. 4 . MODIFICATION No waiver or modification of any language in this Agreement shall be valid u ss in writing and duly executed by both parties. 23 25-17327/396530 1507 45. SIGNATORIES Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this A eement, and shall indemnify CITY fully for any injuries or damages to CITY in the ev nt that such authority or power is not, in fact,held by the signatory or is withdrawn. / 46. GOVERNMENT CODE .$42l 7 COMPLIANCE This Agreement is executed pursuant to California Government Code §4217.10 et.seq. The City Council of the City of Huntington Beach, following public notice and hearing, has determined that the anticipated cost to the City for the service provided hereunder will be less than the anticipated marginal costs to the City of electrical and thermal energy that would have been consumed in the absence of this project;.'The Council has authorized this Agreement as being in the best interests of the City. / 47. ENTIRETY / The parties acknowled and agree that they are entering into this Agreement freely and voluntarily following extensive arm's length negotiation, and that each has had the opportunity to consult with lerl counsel prior to executing this Agreement. The parties also acknowledge and agree that no representations, inducements, promises, agreements or warranties, oral or othervise, have been made by that party or anyone acting on that party's behalf, which are n9t embodied in this Agreement, and that that party has not executed this Agreement in reliance on any representation, inducement, promise, agreement, warranty, fact or circumstance ,not expressly set forth in this Agreement. This Agreement, and the attached Exhibit "A", contain the entire agreement between the parties respecting the subject matter of this Agreement, and supersede all prior understandings and agreements whether oral or in writing between the parties respecting the subject matter hereof. 24 25-17327/396530 1509 IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed by and through their authorized officers on , 20 . CONTRACTOR: CITY OF HUNTINGTON BEACH, a ALLIANCE BUILDING SOLUTIONS,LLC municipal corporation of the Statebf California By: Mayor (print name) City Clerk ITS: Chairman/President/Vice-President (circle one) INITIATED AND APPROVED: AND Director of Public Works By: (print name) REVIEWED AND APPROVED: ITS: Secretary/Chief Financial Officer Asst. Secretary/Treasurer (circle one) City Manager APPROVE S TO FORM: City Attorney f 25 25-17327/396530 1511 Exhibit A—Energy Conservation Measures (ECMs) Scope of Work A. Overview This Exhibit defines the Energy Conservation Measures(ECMs) to be implemented by Alliance Building Solutions, LLC("Contractor") under the City-Funded Construction Contract executed pursuant to i California Government Code §4217.10 et seq.The Contractor shall provide turnkey services includi engineering, design, procurement, installation,testing, commissioning, warranty, and closeout o II measures. Contractor assumes full design-build responsibility and risk for performance, cost, and schedule. B. ECM Summary • ECM 1—LED Lighting Retrofit: Replace all fluorescent and incandescent fixtures with high- efficiency LED luminaires, including sensors and daylighting controls at City Hall, Police Department, Fire Stations,and Library. • ECM 2—HVAC Equipment Modernization: Replace end-of-life rooftop and split systems with high-efficiency HVAC units and DDC controls; re-commission existing systems as required. • ECM 3—Building Management System (BMS): Integrate HVAC and lighting controls into a unified BACnet-compliant platform with full administrative access vested in the City. All licenses perpetual and transferable. • ECM 4—Transformer Replacement: Install new high-efficiency dry-type transformers at City Hall and Police Department with appropriate seismic anchorage and short-circuit coordination. • ECM 5—Solar Photovoltaic Systems: Design and install roof/canopy-mounted PV systems with inverters, production metering, and interconnection approval. Contractor responsible for all permitting and interconnection agreements. • ECM 6—Domestic Water Conservation: Replace all high-flow plumbing fixtures with low-flow and sensor-activated units. Savings validated by measured flow rates. C. Technical Standards and Performance • All work shall comply with Title 24, NEC, ASHRAE 90.1, local building codes,and manufacturer's installation requirements. • All equipment shall be new, current model,and ENERGY STAR or CEE certified where applicable. • Contractor responsible for all necessary permits, inspections, and coordination with Southern California Edison and/or SoCalGas. D. Warranty and Training • Minimum warranties: Lighting (5 yrs), HVAC(5-10 yrs), Controls(3 yrs), PV Modules(25 yrs output/10 yrs workmanship), Inverters (12 yrs),Transformers(5 yrs), Water Fixtures (5 yrs). • Contractor shall provide minimum 16 hours of hands-on training for City staff and deliver all O&M manuals, as-builts(PDF& native CAD/Revit), and control graphics. E. Additional Requirements • Contractor to provide full cyber and data security compliance for all connected systems. No remote access shall be allowed without City VPN and MFA approval. • All incentive, rebate, or REC benefits accrue to the City; Contractor shall assist with applications but may not retain proceeds. 1513 • All exclusions inconsistent with this Exhibit or the Contract are void. 1515 Exhibit B—Measurement &Verification (M&V) Plan A. Purpose To establish the methodology and responsibilities for verifying energy and water savings resulting from installed ECMs.All measurement and verification shall conform to the International Performance Measurement&Verification Protocol(IPMVP, EVO 10000-1:2022). B. Baseline Development • Establish pre-installation baseline using at least 12 months of historical utility data (preferably 36) normalized for weather, occupancy,and operational schedules. • Define independent variables(temperature, usage hours, production, occupancy) and fixed parameters. • Baseline adjustments documented and approved prior to project implementation. C. IPMVP Options • Option A—Retrofit Isolation/ Key Parameter Measurement: For Lighting,Water,Transformers. Verify key parameters (wattage,flow rate, hours).Sample at least 10%of devices or sufficient for±10%accuracy.Validate operating hours quarterly in Year 1. • Option B—Retrofit Isolation/All Parameter Measurement: For HVAC systems. Measure actual power draw,temperature differentials, and run-time. Data-logged for a representative period. • Option C—Whole Facility: For PV and aggregated savings. Compare post-project utility consumption to baseline using regression-adjusted billing data. PV production measured via revenue-grade meters. D. Calculations Savings= Baseline Energy—Post-Installation Energy±Adjustments. - Interactive effects(lighting reducing HVAC load)estimated using ASHRAE algorithms. - PV degradation ≤0.5%per year; minimum Year-1 production ≥guaranteed kWh target. E. Reporting • Initial Verification Report within 90 days of completion. • Annual M&V Reports for three (3)years post-acceptance including verified kWh, kW, therm, and water savings; avoided cost summary; and variance vs.guarantee. • Contractor shall maintain and provide all raw data to City;City may audit calculations at any time. F. Remedies and Security • Contractor shall furnish a Letter of Credit or Performance Security equal to one (1)year of guaranteed net savings. • If verified savings fall short of guaranteed levels, Contractor shall reimburse City the shortfall in cash or energy-equivalent credit within 60 days. • Repeated shortfalls constitute material breach subject to contract remedies. 1517 Exhibit C—Commissioning& Completion Schedule • Project duration: 200 Working Days from NTP. • Milestones: o NTP&Submittal Phase (0-45 days) o Procurement& Installation (46-165 days) o Testing,Commissioning,and Training (166-190 days) o Punchlist& Final Acceptance (191-200 days) • Contractor shall provide procurement lead-time log within 15 days of NTP. 1519 Exhibit D—Price& Payment Schedule Total Contract Value: $7,358,861 Approximate Distribution:- Lighting:$2,100,000- HVAC: $1,950,000-BMS: $750,000-Transformers: $300,000-Solar PV:$1,800,000-Water Conservation: $200,000 Payment Terms:-Monthly progress payments per Section 14 of the Agreement. -5% retainage held until final acceptance. -City may withhold 150%of any disputed work. -Schedule of Values-to be approved by City prior to first pay application. 1521 Exhibit E—Council Resolution (Government Code§4217) City Council Resolution confirming: - Public notice and hearing held per§4217.12. - Findings that total cost to City is less than anticipated marginal energy cost absent project.-Authorization of contract and financing as in City's best interest. 1523 Exhibit F—Lease-Purchase Authorization(ABS Scope Only) • Separate Resolution and Financing Agreement with MFi authorizing tax-exempt equipment lease-purchase. • Financing terms independent from construction contract; no cross-defaul permitted. • Notice to Proceed contingent on financing approval if applicable. 1525 Additional Provisions • Indemnity Compliance: Design-professional indemnity limited to proportionate fault per Civil Code §2782.8. • Insurance: Minimum coverages—CGL$2M/$4M; Auto$1M; Umbrella $5M; Professional Liability$2M; Pollution $2M; Cyber$2M; Builder's Risk full contract value. • Data Ownership:City retains all rights to energy data, M&V data,controls databases, and PV production data. • Rebates/Incentives:All incentives, rebates, REC/SGIP credits, and similar benefits accrue to City. • Default: Failure to meet M&V verification,warranty, or financing obligations constitutes material default. 1527