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Home My WebLink AboutC-6421 - On-Bill Financing (OBF) Agreement - Local Government/Insititunional Customer Projects - City-Wide Streetlight RetrofitN SOU Itit RN C AtItORNi-1 Southern E � � � Q # i� ,� California Edison, Business Incentives P.O. Box 800, Rosemead, CA 91770-0800 k rtusa\ 1%7 RNATI(AL6Comimn, E-mail: Businesslncentives@sce.com I Fax; 626-633-3243 April 22, 2020 Project Number: 361-16-0500840624 Customer Reference: Newport Beach Street Lighting 5 v2 Customer Information: David A. Kiff City of Newport Beach 100 Civic Center Dr Newport Beach, CA 92660 RE: ON BILL FINANCING FULLY EXECUTED LOAN AGREEMENT — SA # 3-008-8385-94, Multi- Site Dear David A. Kiff: Our records indicate that we did not send a copy of your fully executed On -Bill Financing (OBF) Loan Agreement with Southern California Edison (SCE). Enclosed is a copy for your records. This Agreement outlines the loan amount financed and monthly repayment amounts associated with your On -Bill Finance project. We want to apologize if this has caused any inconvenience and thank you for your participation in the On -Bill Financing program. Sincerely, Business Incentives Southern California Edison 361-16-0500840624 3-001-1523-79 On -Bill Financing Agreement Local Govern ment/institutionaI Customer Projects This On -Bill Financing Agreement ("OBF Agreement") is entered into on October 4, 2017, (the "Effective Date") by and between the undersigned customer ("Customer") and Southern California Edison Company ("SCE") (each a "Party", collectively the "Parties"). Recitals 1. Customer and SCE entered into the Energy Management Solutions Incentives Application for Business Customers on or about January 15, 2016 and if applicable, the Customized Solutions Agreement (individually or collectively referred to as "EMS Agreement"), which is/are attached hereto and incorporated herein by reference. 2. Customer owns, leases or rents the property listed In the EMS Agreement as the Site and maintains a service account(s) with SCE for electric service. Customer has completed installation of eligible energy efficient equipment ("Equipment") at the Site as set forth in the EMS Agreement and has accepted the equipment as being operational and in good working order. 3. In Decision 12-11-015, the California Public Utilities Commission authorized SCE to provide zero -percent interest financing for the installation of certain energy efficient equipment, which is to be repaid over a specified period through the Customer's electric utility bill(s) ("On -Bill Financing"). 4. Customer desires to enter into this OBF Agreement in order to participate in SCE's On -Bill Financing program and Customer agrees to repay SCE the Amount Financed (as defined under "Loan Terms", below) through the Customer's SCE utility bill(s) pursuant to the terms and conditions of this OBF Agreement. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties agree as follows: Terms and Conditions Defined Terms: Except as the context otherwise requires, capitalized terms used in this OBF Agreement without definition shall have the same meanings as are set forth in the EMS Agreement, Amount Financed: Within thirty (30) days after the Effective Date, SCE will provide a payment for the Amount Financed to Customer or to a third -party payee designated by Customer under the Loan Terms, below. Customer's designation of a third -party payee may not be changed or revoked. Loan Terms: Amount Financed ("Amount Financed"): $49,216.25 Interest Rate: 0% Fees: 0 Months to Pay: 44 First Month Payment: $1,040.77 Remaining Monthly Payments: $1,120.36 Loan ID: 0-000-0078-56 Designated Third -Party Payee (if any): N/A Address of Designated Third -Party Payee: Form 14-914 06/2017 361-16-0500840624 3-001-1523-79 Promise to Pay: Customer promises to pay SCE the Amount Financed in equal monthly installments as set forth in the section above and/or Schedule A (Customer's "Loan Obligation"). The first Monthly Payment of Customer's Loan Obligation will appear within sixty (60) days from the Effective Date on Customer's SCE utility(s) bill for the Service Account(s) listed above. The Parties expressly acknowledge and agree that funding for the OBF Loan Obligation repayment shall not be raised by the levy of additional taxes but shall Instead be obtained by Customer's savings in energy 'costs paid for solely by the loan proceeds. The Parties further acknowledge and agree that energy savings from conservation measures are not susceptible to precise calculation and actual savings may vary according to weather and utility rates, among other things. Therefore Customer's energy savings have been determined at the outset of this Agreement and calculated by comparing estimates of energy usage for the facilities in question with and without the conservalion measure, as set forth specifically in the EMS Agreement. Customer's actual future energy savings are not guaranteed and the OBF Loan Obligation must be repaid in full irrespective of actual future SCE utility bill(s) amounts. Manner of Payment: Customer's Monthly Payment amount will appear as a line item labeled "EE/OBF installment Charge" on the monthly SCE utility bill(s) for Customer's Service Account(s). Customer may pay the Loan Obligation in the monthly Installments or pre -pay the Loan Obligation in one lump sum without penalty, but pre -payments for less than the remaining balance will not be allowed. Customer's Loan Obligation will appear on Customer's monthly SCE utility bill(s) for the number of months set forth above, or until the Loan Obligation is paid in full by Customer, whichever occurs first. Customer shall make payments to SCE as directed In the SCE utility bill(s). Partial Payments: If Customer is unable to make a full payment of the Loan Obligation in any given month, payment arrangements may be made at SCE's sole discretion. Any partial payments will be applied in equal proportion to the energy charges and the Loan Obligation, and Customer will be considered to be delinquent and In default of both the energy bill and the Loan Obligation. Late Payments: No late payment charges or interest will be assessed for delinquent payments on the Loan Obligation. However, SCE may assess late payment charges for delinquent payments of energy charges pursuant to SCE's Rule 9 which is incorporated herein by reference. Returned Payments: SCE may require payment of a $8.00 Returned Check Charge for any check returned from Customer's financial institution unpaid. The Returned Check Charge will also apply to any forms of payment that are subsequently dishonored. Discontinuance of Service: Amounts due under this OBF Agreement will be amounts deemed due under each SCE utitity bill to the Customer's Service Account(s), and a default under this OBF Agreement will be treated as a default under the Customer's Service Account(s). Customer's Loan Obligation is subject to the discontinuance provisions of SCE's Rule 11, Discontinuance and Restoration of Service, Section B, Nonpayment of Bills or Summary Bills which is incorporated herein by reference. Breach and Acceleration: Any breach by Customer under the EMS Agreement or this OBF Agreement shall constitute a breach under all of the above referenced agreements. For purposes herein, SCE may determine the OBF Agreement to be breached and Customer to be in default if Customer: (1) sells, assigns or otherwise transfers ownership, possession or title of the Site or the Equipment, (2) fails to pay the Monthly Payment amount when due, (3) closes, discontinues or otherwise causes the termination of the Service Account(s), or (4) otherwise breaches this OBF Agreement and/or the EMS Agreement, and the breach is not cured as specified therein. Notwithstanding anything to the contrary in the EMS Agreement, a breach and default as set forth in this section shall not be subject to any additional cure period. Following a breach as set forth in this section, SCE shall have the right to declare the entire unpaid balance of the Loan Obligation immediately due and payable. Form 14-914 06/2017 2 361-16-0500840624 3-001-1523-79 Modification: Any change to this OBF Agreement must be in writing and signed by Customer and SCE; except that during any given month, if Customer is unable to make full payment on the Loan Obligation, payment arrangements may be madeAt SCE's sole discretion without modifying this OBF Agreement in writing. Any written modification or amendment will not be effective unless and until signed by SCE or such condition is waived by SCE in its sole and absolute discretion. Term and Termination: It is the Parties intent that the term of this OBF Agreement and the EMS Agreement run concurrently. Therefore, the OBF Agreement shall continue in effect until the Loan Obligation is paid in full. Assignment: Notwithstanding anything herein, Customer may not assign its rights or delegate its duties under this Agreement without SCE's express written consent. Additional Representations: Each person signing this OBF Agreement represents and warrants that he or she is duly authorized and has the legal capacity to execute and deliver this OBF Agreement on behalf of Customer, and. to perform their obligations under this OBF Agreement. Customer further represents and warrants that if it is a legal entity, it is in good standing in its state of formation. Miscellaneous: Except as otherwise specifically provided herein, all terms, provisions, covenants, representations, warranties, agreements and conditions of the EMS Agreement shall remain unchanged and In full force and effect. Should a conflict exist between this OBF Agreement, the EMS Agreement and the documents incorporated by reference, this OBF Agreement shall control. This OBF Agreement shall ba construed and interpreted in accordance with, and shall be governed and enforced in all respects according to, the laws of the State of California. This OBF Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. if any one or more of the provisions contained in this OBF Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, then this OBF Agreement shall be construed as if such invalid, illegal or unenforceable term or provision had never been contained herein and all other provisions of this OBF Agreement shall be construed to remain fully valid, enforceable and binding on the parties. The Recitals set forth above are hereby incorporated herein by reference. [Remainder of page intentionally left blank] Form 14-914 06/2017 361-16-0500840624 3-001-1523-79 IN WITNESS WHEREOF, the Parties have executed this OBF Agreement as of the Effective Date. Customer: City Of Newport Beach Authorized Representative: David A Kiff Title: City Manager Southern California Edison: Authorized Representative: m, t, Wei ou5h et r Signature: Sign Date: Date: Business Address: Business Address: 100 Civic Center Drive Newport Beach, CA 92660 Telephone No. (949) 718-3401 Fax No. E -Mail Address: GMURDOCH@NEWPORTBEACHCA.GO V Form 14-914 06/2017 P.O. Box 800 Rosemead, CA 91770-0800 Telephone No,. 1(626) 302-0802 Fax No, 1(626) 302-6143 E -Mail Address; 4 361-17-0500979484 3-001-1522-52 On -Bill Financing Agreement Local Government/institutional Customer Projects This On -Bill Financing Agreement ("OBF Agreement") is entered into on April 4, 2018, (the "Effective Date") by and between the undersigned customer ("Customer") and Southern California Edison Company ("SCE") (each a "Party", collectively the "Parties"). Recitals 1. Customer and SCE entered into the Energy Management Solutions Incentives Application for Business Customers on or about August 14, 2017 and if applicable, the Customized Solutions Agreement (individually or collectively referred to as "EMS Agreement"), which is/are attached hereto and incorporated herein by reference. 2. Customer owns, leases or rents the property listed in the EMS Agreement as the Site and maintains a service account(s) with SCE for electric service. Customer has completed installation of eligible energy efficient equipment ("Equipment") at the Site as set forth in the EMS Agreement and has accepted the equipment as being operational and in good working order. 3. In Decision 12-11-015, the California Public Utilities Commission authorized SCE to provide zero -percent interest financing for the installation of certain energy efficient equipment, which is to be repaid over a specified period through the Customer's electric utility bill(s) ("On -Bill Financing"). 4. Customer desires to enter into this OBF Agreement in order to participate in SCE's On -Bill Financing program and Customer agrees to repay SCE the Amount Financed (as defined under "Loan Terms", below) through the Customer's SCE utility bill(s) pursuant to the terms and conditions of this OBF Agreement. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties agree as follows: Terms and Conditions Defined Terms: Except as the context otherwise requires, capitalized terms used in this OBF Agreement without definition shall have the same meanings as are set forth in the EMS Agreement. Amount Financed: Within thirty (30) days after the Effective Date, SCE will provide a payment for the Amount Financed to Customer or to a third -party payee designated by Customer under the Loan Terms, below. Customer's designation of a third -party payee may not be changed or revoked. Loan Terms: Amount Financed ("Amount Financed"): $34,578.00 Interest Rate: 00% Fees: b- Months to Pay: 120 First Month Payment: $288.15 Remaining Monthly Payments: $288.15 Loan ID: 0-000-0091-61 Designated Third -Party Payee (if any): N/A Address of Designated Third -Party Payee: Form 14-914 06/2017 M Z rn G) 3 D z D 3 rn Z Ln O r C O Z 0 c z en 1� 361-17-0500979484 3-001-1522-52 Promise to Pay: Customer promises to pay SCE the Amount Financed in equal monthly installments as set forth in the section above and/or Schedule A (Customer's "Loan Obligation"). The first Monthly Payment of Customer's Loan Obligation will appear within sixty (60) days from the Effective Date on Customer's SCE utility(s) bill for the Service Account(s) listed above. The Parties expressly acknowledge and agree that funding for the OBF Loan Obligation repayment shall not be raised by the levy of additional taxes but shall instead be obtained by Customer's savings in energy costs paid for solely by the loan proceeds. The Parties further acknowledge and agree that energy savings from conservation measures are not susceptible to precise calculation and actual savings may vary according to weather and utility rates, among other things. Therefore Customer's energy savings have been determined at the outset of this Agreement and calculated by comparing estimates of energy usage for the facilities in question with and without the conservation measure, as set forth specifically in the EMS Agreement. Customer's actual future energy savings are not guaranteed and the OBF Loan Obligation must be repaid in full irrespective of actual future SCE utility bill(s) amounts. Manner of Payment: Customer's Monthly Payment amount will appear as a line item labeled "EE/OBF Installment Charge" on the monthly SCE utility bill(s) for Customer's Service Account(s). Customer may pay the Loan Obligation in the monthly installments or pre -pay the Loan Obligation in one lump sum without penalty, but pre -payments for less than the remaining balance will not be allowed. Customer's Loan Obligation will appear on Customer's monthly SCE utility bill(s) for the number of months set forth above, or until the Loan Obligation is paid in full by Customer, whichever occurs first. Customer shall make payments to SCE as directed in the SCE utility bill(s). Partial Payments: If Customer is unable to make a full payment of the Loan Obligation in any given month, payment arrangements may be made at SCE's sole discretion. Any partial payments will be applied in equal proportion to the energy charges and the Loan Obligation, and Customer will be considered to be delinquent and in default of both the energy bill and the Loan Obligation. Late Payments: No late payment charges or interest will be assessed for delinquent payments on the Loan Obligation. However, SCE may assess late payment charges for delinquent payments of energy charges pursuant to SCE's Rule 9 which is incorporated herein by reference. Returned Payments: SCE may require payment of a $8.00 Returned Check Charge for any check returned from Customer's financial institution unpaid. The Returned Check Charge will also apply to any forms of payment that are subsequently dishonored. Discontinuance of Service: Amounts due under this OBF Agreement will be amounts deemed due under each SCE utility bill to the Customer's Service Account(s), and a default under this OBF Agreement will be treated as a default under the Customer's Service Account(s). Customer's Loan Obligation is subject to the discontinuance provisions of SCE's Rule 11, Discontinuance and Restoration of Service, Section B, Nonpayment of Bills or Summary Bills which is incorporated herein by reference. Breach and Acceleration: Any breach by Customer under the EMS Agreement or this OBF Agreement shall constitute a breach under all of the above referenced agreements. For purposes herein, SCE may determine the OBF Agreement to be breached and Customer to be in default if Customer: (1) sells, assigns or otherwise transfers ownership, possession or title of the Site or the Equipment, (2) fails to pay the Monthly Payment amount when due, (3) closes, discontinues or otherwise causes the termination of the Service Account(s), or (4) otherwise breaches this OBF Agreement and/or the EMS Agreement, and the breach is not cured as specified therein. Notwithstanding anything to the contrary in the EMS Agreement, a breach and default as set forth in this section shall not be subject to any additional cure period. Following a breach as set forth in this section, SCE shall have the right to declare the entire unpaid balance of the Loan Obligation immediately due and payable. Form 14-914 06/2017 M z M D � z C D Z rn n rn rn �' < rn 0 r� C O z L W 361-17-0500979484 3-001-1522-52 Modification: Any change to this OBF Agreement must be in writing and signed by Customer and SCE; except that during any given month, if Customer is unable to make full payment on the Loan Obligation, payment arrangements may be made at SCE's sole discretion without modifying this OBF Agreement in writing. Any written modification or amendment will not be effective unless and until signed by SCE or such condition is waived by SCE in its sole and absolute discretion. Term and Termination: It is the Parties intent that the term of this OBF Agreement and the EMS Agreement run concurrently. Therefore, the OBF Agreement shall continue in effect until the Loan Obligation is paid in full. Assignment: Notwithstanding anything herein, Customer may not assign its rights or delegate its duties under this Agreement without SCE's express written consent. Additional Representations: Each person signing this OBF Agreement represents and warrants that he or she is duly authorized and has the legal capacity to execute and deliver this OBF Agreement on behalf of Customer, and to perform their obligations under this OBF Agreement. Customer further represents and warrants that if it is a legal entity, it is in good standing in its state of formation. Miscellaneous: Except as otherwise specifically provided herein, all terms, provisions, covenants, representations, warranties, agreements and conditions of the EMS Agreement shall remain unchanged and in full force and effect. Should a conflict exist between this OBF Agreement, the EMS Agreement and the documents incorporated by reference, this OBF Agreement shall control. This OBF Agreement shall be construed and interpreted in accordance with, and shall be governed and enforced in all respects according to, the laws of the State of California. This OBF Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. If any one or more of the provisions contained in this OBF Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, then this OBF Agreement shall be construed as if such invalid, illegal or unenforceable term or provision had never been contained herein and all other provisions of this OBF Agreement shall be construed to remain fully valid, enforceable and binding on the parties. The Recitals set forth above are hereby incorporated herein by reference. [Remainder of page intentionally left blank] Form 14-914 06/2017 361-17-0500979484 3-001-1522-52 IN WITNESS WHEREOF, the Parties have executed this OBF Agreement as of the Effective Date. Customer: City Of Newport Beach Authorized Representative: David Kiff Title: City Manager Signature: Date: Business Address: 100 Civic Center Dr. Newport Beach, CA 92660 Telephone No. (949) 644-3316 Fax No. E -Mail Address: PTAUSCHER@NEWPORTBEACHCA.G OV Form 14-914 06/2017 Southern California Edison: Authorized Representative: M isgae�-Bt�s+�ey- i i I I Anderz-g on Title: VP, cal_ t Wler Savo(I-e, 90FGet0f Of Signature: djzl--- D -7 k_l/ Business Address: P.O. Box 800 Rosemead, CA 91770-0800 Telephone No. 1(800)736-4777 Fax No. 1(626) 633-3243 E -Mail Address: Businesslncentives@sce.com 4 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of 0Q_ A t A C=, f. ) On S�V�E cQ,20(8 before me,JZNMIFEyZ, A IIII MVLVF-Y ��(Txiie�r PvF34�C Date Here Insert Name and Title of the Officer personally appeared DAyl? D ki F Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(c+ whose names} is/are subscribed to the within instrument and acknowledged to me that he/sbeAhe)A executed the same in his/boW44eir authorized capacity(iee); and that by his/berr4heir signature(s) on the instrument the perso*), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my ha d and official seal. Jennifer An Mulvey COMM #2214138 a �++ NotaryPublic- California- Signature ORANGE COUNTY �? MyCommiissionExpires oct.12,2021 it Signatur Notary Public Place Notary Seal Above OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: Number of Pages: Document Date: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: Signer's Name: ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: L'.�✓•:�✓:' ••✓4C✓4�✓,:�.' •✓:�'✓..�:�✓ �.4�✓�.�✓.:�:�'✓,.�.�:�✓.�:'✓:�✓.:'✓:�✓.�� .r. ✓� .� ✓ ✓i ✓i ✓i ✓ rii ✓ .ii ✓i ✓i eri .moi ✓. 361-16-0500840633 3-001-4918-70 On -Bill Financing Agreement Local Government/Institutional Customer Projects This On -Bill Financing Agreement ("OBF Agreement") is entered into on October 2, 2017, (the "Effective Date") by and between the undersigned customer ("Customer") and Southern California Edison Company ("SCE") (each a "Party", collectively the "Parties"). Recitals 1. Customer and SCE entered into the Energy Management Solutions Incentives Application for Business Customers on or about January 15, 2016 and if applicable, the Customized Solutions Agreement (individually or collectively referred to as "EMS Agreement"), which is/are attached hereto and incorporated herein by reference. 2. Customer owns, leases or rents the property listed in the EMS Agreement as the Site and maintains a service account(s) with SCE for electric service. Customer has completed installation of eligible energy efficient equipment ("Equipment") at the Site as set forth in the EMS Agreement and has accepted the equipment as being operational and in good working order. 3. In Decision 12-11-015, the California Public Utilities Commission authorized SCE to provide zero -percent interest financing for the installation of certain energy efficient equipment, which is to be repaid over a specified period through the Customer's electric utility bill(s) ("On -Bill Financing"). 4. Customer desires to enter into this OBF Agreement in order to participate in SCE's On -Bill Financing program and Customer agrees to repay SCE the Amount Financed (as defined under "Loan Terms", below) through the Customer's SCE utility bill(s) pursuant to the terms and conditions of this OBF Agreement. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties agree as follows: Terms and Conditions Defined Terms: Except as the context otherwise requires, capitalized terms used in this OBF Agreement without definition shall have the same meanings as are set forth in the EMS Agreement. Amount Financed: Within thirty (30) days after the Effective Date, SCE will provide a payment for the Amount Financed to Customer or to a third -party payee designated by Customer under the Loan Terms, below. Customer's designation of a third -party payee may not be changed or revoked. Loan Terms: Amount Financed ("Amount Financed"): $31,970.33 Interest Rate: 0% Fees: 0 Months to Pay: 49 First Month Payment: $558.65 Remaining Monthly Payments: $654.41 Loan ID: 0-000-0079-18 Designated Third -Party Payee (if any): N/A Address of Designated Third -Party Payee: Form 14-914 06/2017 ;V D 4 361-16-0500840633 3-001-4918-70 Promise to Pay: Customer promises to pay SCE the Amount Financed in equal monthly installments as set forth in the section above and/or Schedule A (Customer's "Loan Obligation"). The first Monthly Payment of Customer's Loan Obligation will appear within sixty (60) days from the Effective Date on Customer's SCE utility(s) bill for the Service Account(s) listed above. The Parties expressly acknowledge and agree that funding for the OBF Loan Obligation repayment shall not be raised by the levy of additional taxes but shall instead be obtained by Customer's savings in energy costs paid for solely by the loan proceeds. The Parties further acknowledge and agree that energy savings from conservation measures are not susceptible to precise calculation and actual savings may vary according to weather and utility rates, among other things. Therefore Customer's energy savings have been determined at the outset of this Agreement and calculated by comparing estimates of energy usage for the facilities in question with and without the conservation measure, as set forth specifically in the EMS Agreement. Customer's actual future energy savings are not guaranteed and the OBF Loan Obligation must be repaid in full irrespective of actual future SCE utility bill(s) amounts. Manner of Payment: Customer's Monthly Payment amount will appear as a line item labeled "EE/OBF Installment Charge" on the monthly SCE utility bill(s) for Customer's Service Account(s). Customer may pay the Loan Obligation in the monthly installments or pre -pay the Loan Obligation in one lump sum without penalty, but pre -payments for less than the remaining balance will not be allowed. Customer's Loan Obligation will appear on Customer's monthly SCE utility bill(s) for the number of months set forth above, or until the Loan Obligation is paid in full by Customer, whichever occurs first. Customer shall make payments to SCE as directed in the SCE utility bill(s). Partial Payments: If Customer is unable to make a full payment of the Loan Obligation in any given month, payment arrangements may be made at SCE's sole discretion. Any partial payments will be applied in equal proportion to the energy charges and the Loan Obligation, and Customer will be considered to be delinquent and in default of both the energy bill and the Loan Obligation. Late Payments: No late payment charges or interest will be assessed for delinquent payments on the Loan Obligation. However, SCE may assess late payment charges for delinquent payments of energy charges pursuant to SCE's Rule 9 which is incorporated herein by reference. Returned Payments: SCE may require payment of a $8.00 Returned Check Charge for any check returned from Customer's financial institution unpaid. The Returned Check Charge will also apply to any forms of payment that are subsequently dishonored. Discontinuance of Service: Amounts due under this OBF Agreement will be amounts deemed due under each SCE utility bill to the Customer's Service Account(s), and a default under this OBF Agreement will be treated as a default under the Customer's Service Account(s). Customer's Loan Obligation is subject to the discontinuance provisions of SCE's Rule 11, Discontinuance and Restoration of Service, Section B, Nonpayment of Bills or Summary Bills which is incorporated herein by reference. Breach and Acceleration: Any breach by Customer under the EMS Agreement or this OBF Agreement shall constitute a breach under all of the above referenced agreements. For purposes herein, SCE may determine the OBF Agreement to be breached and Customer to be in default if Customer: (1) sells, assigns or otherwise transfers ownership, possession or title of the Site or the Equipment, (2) fails to pay the Monthly Payment amount when due, (3) closes, discontinues or otherwise causes the termination of the Service Account(s), or (4) otherwise breaches this OBF Agreement and/or the EMS Agreement, and the breach is not cured as specified therein. Notwithstanding anything to the contrary in the EMS Agreement, a breach and default as set forth in this section shall not be subject to any additional cure period. Following a breach as set forth in this section, SCE shall have the right to declare the entire unpaid balance of the Loan Obligation immediately due and payable. Form 14-914 06/2017 361-16-0500840633 3-001-4918-70 Modification: Any change to this OBF Agreement must be in writing and signed by Customer and SCE; except that during any given month, if Customer is unable to make full payment on the Loan Obligation, payment arrangements may be made at SCE's sole discretion without modifying this OBF Agreement in writing. Any written modification or amendment will not be effective unless and until signed by SCE or such condition is waived by SCE in its sole and absolute discretion. Term and Termination: It is the Parties intent that the term of this OBF Agreement and the EMS Agreement run concurrently. Therefore, the OBF Agreement shall continue in effect until the Loan Obligation is paid in full. Assignment: Notwithstanding anything herein, Customer may not assign its rights or delegate its duties under this Agreement without SCE's express written consent. Additional Representations: Each person signing this OBF Agreement represents and warrants that he or she is duly authorized and has the legal capacity to execute and deliver this OBF Agreement on behalf of Customer, and to perform their obligations under this OBF Agreement. Customer further represents and warrants that if it is a legal entity, it is in good standing in its state of formation. Miscellaneous: Except as otherwise specifically provided herein, all terms, provisions, covenants, representations, warranties, agreements and conditions of the EMS Agreement shall remain unchanged and in full force and effect. Should a conflict exist between this OBF Agreement, the EMS Agreement and the documents incorporated by reference, this OBF Agreement shall control. This OBF Agreement shall be construed and interpreted in accordance with, and shall be governed and enforced in all respects according to, the laws of the State of California. This OBF Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. If any one or more of the provisions contained in this OBF Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, then this OBF Agreement shall be construed as if such invalid, illegal or unenforceable term or provision had never been contained herein and all other provisions of this OBF Agreement shall be construed to remain fully valid, enforceable and binding on the parties. The Recitals set forth above are hereby incorporated herein by reference. [Remainder of page intentionally left blank] Form 14-914 06/2017 361-16-0500840633 3-001-4918-70 IN WITNESS WHEREOF, the Parties have executed this OBF Agreement as of the Effective Date. Customer: City Of Newport Beach Authorized Representative: David A Kiff Title: City Manager Southern California Edison: Authorized Representative: N1iClrel Bvtsheu Title: J Director of Program Operations Signature: Signature: Date: Date: Business Address: Business Address: 100 Civic Center Drive Newport Beach, CA 92660 Telephone No. (949) 718-3401 Fax No. E -Mail Address: P.O. Box 800 Rosemead, CA 91770-0800 Telephone No. 1(626) 302-0802 Fax No. 1(626) 302-6143 E -Mail Address: GMURDOCH@NEWPORTBEACHCA.GO Mark V Form 14-914 06/2017 4 ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of Orange On Dt.LEmM-11— %4 _20 %1 before me, Jennifer Ann Mulvey, Notary Public (insert name and title of the officer) personally appeared _ flays KtFF who proved to me on the basis of satisfactory evidence to be the person(.&] whose name(.&) is/a*e subscribed to the within instrument and acknowledged to me that he/staeAho*executed the same in his/1wxAb 4authorized capacity(i@4 and that by his/her4heir signature(-&) on the instrument the persor4), or the entity upon behalf of which the person(&) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. .»».•• Jennifer Ann Mulvey COMM #2214138 n w NMI Notary Public - California m ORANGE COUNTY £ +!, My Commission Expires Oct. 12,202t Signature (Seal)»...»�.......»»...«.�......�........ 361-16-0500840613 3-012-9154-15 On -Bill Financing Agreement Local Government/Institutional Customer Projects This On -Bill Financing Agreement ("OBF Agreement") is entered into on October 11, 2017, (the "Effective Date") by and between the undersigned customer ("Customer") and Southern California Edison Company ("SCE") (each a "Party", collectively the "Parties"). Recitals 1. Customer and SCE entered into the Energy Management Solutions Incentives Application for Business Customers on or about January 15, 2016 and if applicable, the Customized Solutions Agreement (individually or collectively referred to as "EMS Agreement"), which is/are attached hereto and incorporated herein by reference. 2. Customer owns, leases or rents the property listed in the EMS Agreement as the Site and maintains a service account(s) with SCE for electric service. Customer has completed installation of eligible energy efficient equipment ("Equipment") at the Site as set.forth in the EMS Agreement and has accepted the equipment as being operational and in good working order. 3. In Decision 12-11-015, the California Public Utilities Commission authorized SCE to provide zero -percent interest financing for the installation of certain energy efficient equipment, which is to be repaid over a specified period through the Customer's electric utility bill(s) ("On -Bill Financing"). 4. Customer desires to enter into this OBF Agreement in order to participate in SCE's On -Bill Financing program and Customer agrees to repay SCE the Amount Financed (as defined under "Loan Terms", below) through the Customer's SCE utility bill(s) pursuant to the terms and conditions of this OBF Agreement. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties agree as follows: Terms and Conditions Defined Terms: Except as the context otherwise requires, capitalized terms used in this OBF Agreement without definition shall have the same meanings as are set forth in the EMS Agreement. Amount Financed: Within thirty (30) days after the Effective Date, SCE will provide a payment for the Amount Financed to Customer or to a third -party payee designated by Customer under the Loan Terms, below. Customer's designation of a third -party payee may not be changed or revoked. Loan Terms: Amount Financed ("Amount Financed"): $37,953.73 Interest Rate: 0% Fees: 0 Months to Pay: 61 First Month Payment: $334.93 Remaining Monthly Payments: $626.98 Loan ID: 0-000-0080-01 Designated Third -Party Payee (if any): N/A Address of Designated Third -Party Payee: Form 14-914 06/2017 361-16-0500840613 3-012-9154-15 Promise to Pay: Customer promises to pay SCE the Amount Financed in equal monthly installments as set forth in the section above and/or Schedule A (Customer's "Loan Obligation"). The first Monthly Payment of Customer's Loan Obligation will appear within sixty (60) days from the Effective Date on Customer's SCE utility(s) bill for the Service Account(s) listed above. The Parties expressly acknowledge and agree that funding for the OBF Loan Obligation repayment shall not be raised by the levy of additional taxes but shall instead be obtained by Customer's savings in energy costs paid for solely by the loan proceeds. The Parties further acknowledge and agree that energy savings from conservation measures are not susceptible to precise calculation and actual savings may vary according to weather and utility rates, among other things. Therefore Customer's energy savings have been determined at the outset of this Agreement and calculated by comparing estimates of energy usage for the facilities in question with and without the conservation measure, as set forth specifically in the EMS Agreement. Customer's actual future energy savings are not guaranteed and the OBF Loan Obligation must be repaid in full irrespective of actual future SCE utility bill(s) amounts. Manner of Payment: Customer's Monthly Payment amount will appear as a line item labeled "EE/OBF Installment Charge" on the. monthly SCE utility bill(s) for Customer's Service Account(s). Customer may pay the Loan Obligation in the monthly installments or pre -pay the Loan Obligation in one lump sum without penalty, but pre -payments for less than the remaining balance will not be allowed. Customer's Loan Obligation will appear on Customer's monthly SCE utility bill(s) for the number of months set forth above, or until the Loan Obligation is paid in full by Customer, whichever occurs first. Customer shall make payments to SCE as directed in the SCE utility bill(s). Partial Payments: If Customer is unable to make a full payment of the Loan Obligation in any given month, payment arrangements may be made at SCE's sole discretion. Any partial payments will be applied in equal proportion to the energy charges and the Loan Obligation, and Customer will be considered to be delinquent and in default of both the energy bill and the Loan Obligation. Late Payments: No late payment charges or interest will be assessed for delinquent payments on the Loan Obligation. However, SCE may assess late payment charges for delinquent payments of energy charges pursuant to SCE's Rule 9 which is incorporated herein by reference. Returned Payments: SCE may require payment of a $8.00 Returned Check Charge for any check returned from Customer's financial institution unpaid. The Returned Check Charge will also apply to any forms of payment that are subsequently dishonored. Discontinuance of Service: Amounts due under this OBF Agreement will be amounts deemed due under each SCE utility bill to the Customer's Service Account(s), and a default under this OBF Agreement will be treated as a default under the Customer's Service Account(s), Customer's Loan Obligation is subject to the discontinuance provisions of SCE's Rule 11, Discontinuance and Restoration of Service, Section B, Nonpayment of Bills or Summary Bills which is incorporated herein by reference. Breach and Acceleration: Any breach by Customer under the EMS Agreement or this OBF Agreement shall constitute a breach under all of the above referenced agreements. For purposes herein, SCE may determine the OBF Agreement to be breached and Customer to be in default if Customer: (1) sells, assigns or otherwise transfers ownership, possession or title of the Site or the Equipment, (2) fails to pay the Monthly Payment amount when due, (3) closes, discontinues or otherwise causes the termination of the Service Account(s), or (4) otherwise breaches this OBF Agreement and/or the EMS Agreement, and the breach is not cured as specified therein. Notwithstanding anything to the contrary in the EMS Agreement, a breach and default as set forth in this section shall not be subject to any additional cure period. Following a breach as set forth in this section, SCE shall have the right to declare the entire unpaid balance of the Loan Obligation immediately due and payable. Form 14-914 06/2017 361-16-0500840613 3-012-9154-15 Modification: Any change to this OBF Agreement must be in writing and signed by Customer and SCE; except that during any given month, if Customer is unable to make full payment on the Loan Obligation, payment arrangements may be made at SCE's sole discretion without modifying this OBF Agreement in writing. Any written modification or amendment will not be effective unless and until signed by SCE or such condition is waived by SCE in its sole and absolute discretion. Term and Termination: It is the Parties intent that the term of this OBF Agreement and the EMS Agreement run concurrently. Therefore, the OBF Agreement shall continue in effect until the Loan Obligation is paid in full. Assignment: Notwithstanding anything herein, Customer may not assign its rights or delegate its duties under this Agreement without SCE's express written consent. Additional Representations: Each person signing this OBF Agreement represents and warrants that he or she is duly authorized and has the legal capacity to execute and deliver this OBF Agreement on behalf of Customer, and to perform their obligations under this OBF Agreement. Customer further represents and warrants that if it is a legal entity, it is in good standing in its state of formation. Miscellaneous: Except as otherwise specifically provided herein, all terms, provisions, covenants, representations, warranties, agreements and conditions of the EMS Agreement shall remain unchanged and in full force and effect. Should a conflict exist between this OBF Agreement, the EMS Agreement and the documents incorporated by reference, this OBF Agreement shall control. This OBF Agreement shall be construed and interpreted in accordance with, and shall be governed and enforced in all respects according to; the laws of the State of California. This OBF Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. If any one or more of the provisions contained in this OBF Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, then this OBF Agreement shall be construed as if such invalid, illegal or unenforceable term or provision had never been contained herein and all other provisions of this OBF Agreement shall be construed to remain fully valid, enforceable and binding on the parties. The Recitals set forth above are hereby incorporated herein by reference. [Remainder of page intentionally left blank] Form 14-914 06/2017 361-16-0500840613 3-012-9154-15 IN WITNESS WHEREOF, the Parties have executed this OBF Agreement as of the Effective Date. Customer: City Of Newport Beach Authorized Representative: David A Kiff Title: City Manager Southern California Edison: Authorized Representative: NliChOel �UShP� Title: Director of Program Operations Signature: Signature - Date: Date: Business Address: Business Address: 100 Civic Center Drive Newport Beach, CA 92660 Telephone No. (949) 718-3401 Fax No. E -Mail Address: gmurdoch@newportbeachca.gov Form 14-914 06/2017 P.O. Box 800 Rosemead, CA 91770-0800 Telephone No. 1(626) 302-0802 Fax No. 1(626) 302-6143 E -Mail Address: n ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of Orange On V6CEMBE9, %4.2oi'1 before me, Jennifer Ann Mulvey, Notary Public (insert name and title of the officer) personally appeared DAVE K%FF who proved to me on the basis of satisfactory evidence to be the person(s� whose name(&) is/aye subscribed to the within instrument and acknowledged to me that he/st o4hey-executed the same in his/bQP authorized capacity(ies), and that by his/heMheir signature(c) on the instrument the person(&), or the entity upon behalf of which the person(&) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) Jennifer Ann Mulvey COMM #2214138 n ' Notary Public - California W �c ORANGE COUNTY My Commission Expires Oct. 12, 2021 J 361-16-0500840622 3-001-4919-35 On -Bill Financing Agreement Local Government/institutional Customer Projects This On -Bill Financing Agreement ("OBF Agreement") is entered into on September 26, 2017, (the "Effective Date") by and between the undersigned customer ("Customer") and Southern California Edison Company ("SCE") (each a "Party", collectively the "Parties"). Recitals 1. Customer and SCE entered into the Energy Management Solutions Incentives Application for Business Customers on or about May 31, 2017 and if applicable, the Customized Solutions Agreement (individually or collectively referred to as "EMS Agreement"), which is/are attached hereto and incorporated herein by reference. 2. Customer owns, leases or rents the property listed in the EMS Agreement as the Site and maintains a service account(s) with SCE for electric service. Customer has completed installation of eligible energy efficient equipment ("Equipment") at the Site as set forth in the EMS Agreement and has accepted the equipment as being operational and in good working order. 3. In Decision 12-11-015, the California Public Utilities Commission authorized SCE to provide zero -percent interest financing for the installation of certain energy efficient equipment, which is to be repaid over a specified period through the Customer's electric utility bill(s) ("On -Bill Financing"). 4. Customer desires to enter into this OBF Agreement in order to participate in SCE's On -Bill Financing program and Customer agrees to repay SCE the Amount Financed (as defined under "Loan Terms", below) through the Customer's SCE utility bill(s) pursuant to the terms and conditions of this OBF Agreement. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties agree as follows: Terms and Conditions Defined Terms: Except as the context otherwise requires, capitalized terms used in this OBF Agreement without definition shall have the same meanings as are set forth in the EMS Agreement. Amount Financed: Within thirty (30) days after the Effective Date, SCE will provide a payment for the Amount Financed to Customer or to a third -party payee designated by Customer under the Loan Terms, below. Customer's designation of a third -party payee may not be changed or revoked. Loan Terms: Amount Financed ("Amount Financed"): $127,170.86 Interest Rate: 0% Fees: 0 Months to Pay: 50 First Month Payment: $1,053.68 Remaining Monthly Payments: $2,573.82 Loan ID: 0-000-0078-52 Designated Third -Party Payee (if any): N/A Address of Designated Third -Party Payee: Form 14-914 06/2017 361-16-0500840622 3-001-4919-35 Promise to Pay: Customer promises to pay SCE the Amount Financed in equal monthly installments as set forth in the section above and/or Schedule A (Customer's "Loan Obligation"). The first Monthly Payment of Customer's Loan Obligation will appear within sixty (60) days from the Effective Date on Customer's SCE utility(s) bill for the Service Account(s) listed above. The Parties expressly acknowledge and agree that funding for the OBF Loan Obligation repayment shall not be raised by the levy of additional taxes but shall instead be obtained by Customer's savings in energy costs paid for solely by the loan proceeds. The Parties further acknowledge and agree that energy savings from conservation measures are not susceptible to precise calculation and actual savings may vary according to weather and utility rates, among other things. Therefore Customer's energy savings have been determined at the outset of this Agreement and calculated by comparing estimates of energy usage for the facilities in question with and without the conservation measure, as set forth specifically in the EMS Agreement. Customer's actual future energy savings are not guaranteed and the OBF Loan Obligation must be repaid in full irrespective of actual future SCE utility bill(s) amounts. Manner of Payment: Customer's Monthly Payment amount will appear as a line item labeled "EE/OBF Installment Charge" on the monthly SCE utility bill(s) for Customer's Service Account(s). Customer may pay the Loan Obligation in the monthly installments or pre -pay the Loan Obligation in one lump sum without penalty, but pre -payments for less than the remaining balance will not be allowed. Customer's Loan Obligation will appear on Customer's monthly SCE utility bill(s) for the number of months set forth above, or until the Loan Obligation is paid in full by Customer, whichever occurs first. Customer shall make payments to SCE as directed in the SCE utility bill(s). Partial Payments: If Customer is unable to make a full payment of the Loan Obligation in any given month, payment arrangements may be made at SCE's sole discretion. Any partial payments will be applied in equal proportion to the energy charges and the Loan Obligation, and Customer will be considered to be delinquent and in default of both the energy bill and the Loan Obligation. Late Payments: No late payment charges or interest will be assessed for delinquent payments on the Loan Obligation. However, SCE may assess late payment charges for delinquent payments of energy charges pursuant to SCE's Rule 9 which is incorporated herein by reference. Returned Payments: SCE may require payment of a $8.00 Returned Check Charge for any check returned from Customer's financial institution unpaid. The Returned Check Charge will also apply to any forms of payment that are subsequently dishonored. Discontinuance of Service: Amounts due under this OBF Agreement will be amounts deemed due under each SCE utility bill to the Customer's Service Account(s), and a default under this OBF Agreement will be treated as a default under the Customer's Service Account(s). Customer's Loan Obligation is subject to the discontinuance provisions of SCE's Rule 11, Discontinuance and Restoration of Service, Section B, Nonpayment of Bills or Summary Bills which is incorporated herein by reference. Breach and Acceleration: Any breach by Customer under the EMS Agreement or this OBF Agreement shall constitute a breach under all of the above referenced agreements. For purposes herein, SCE may determine the OBF Agreement to be breached and Customer to be in default if Customer: (1) sells, assigns or otherwise transfers ownership, possession or title of the Site or the Equipment, (2) fails to pay the Monthly Payment amount when due, (3) closes, discontinues or otherwise causes the termination of the Service Account(s), or (4) otherwise breaches this OBF Agreement and/or the EMS Agreement, and the breach is not cured as specified therein. Notwithstanding anything to the contrary in the EMS Agreement, a breach and default as set forth in this section shall not be subject to any additional cure period. Following a breach as set forth in this section, SCE shall have the right to declare the entire unpaid balance of the Loan Obligation immediately due and payable. Form 14-914 06/2017 361-16-0500840622 3-001-4919-35 Modification: Any change to this OBF Agreement must be in writing and signed by Customer and SCE; except that during any given month, if Customer is unable to make full payment on the Loan Obligation, payment arrangements may be made at SCE's sole discretion without modifying this OBF Agreement in writing. Any written modification or amendment will not be effective unless and until signed by SCE or such condition is waived by SCE in its sole and absolute discretion. Term and Termination: It is the Parties intent that the term of this OBF Agreement and the EMS Agreement run concurrently. Therefore, the OBF Agreement shall continue in effect until the Loan Obligation is paid in full. Assignment: Notwithstanding anything herein, Customer may not assign its rights or delegate its duties under this Agreement without SCE's express written consent. Additional Representations: Each person signing this OBF Agreement represents and warrants that he or she is duly authorized and has the legal capacity to execute and deliver this OBF Agreement on behalf of Customer, and to perform their obligations under this OBF Agreement. Customer further represents and warrants that if it is a legal entity, it is in good standing in its state of formation. Miscellaneous: Except as otherwise specifically provided herein, all terms, provisions, covenants, representations, warranties, agreements and conditions of the EMS Agreement shall remain unchanged and in full force and effect. Should a conflict exist between this OBF Agreement, the EMS Agreement and the documents incorporated by reference, this OBF Agreement shall control. This OBF Agreement shall be construed and interpreted in accordance with, and shall be governed and enforced in all respects according to, the laws of the State of California. This OBF Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. If any one or more of the provisions contained in this OBF Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, then this OBF Agreement shall be construed as if such invalid, illegal or unenforceable term or provision had never been contained herein and all other provisions of this OBF Agreement shall be construed to remain fully valid, enforceable and binding on the parties. The Recitals set forth above are hereby incorporated herein by reference. [Remainder of page intentionally left blank] Form 14-914 06/2017 3 361-16-0500840622 3-001-4919-35 IN WITNESS WHEREOF, the Parties have executed this OBF Agreement as of the Effective Date. Customer: City Of Newport Beach Authorized Representative: David A Kiff Title: Southern California Edison: Authorized Representative: Title: City Manager Director of Program Operations Signature: Signature: Date: Date: Business Address: Business Address: 100 Civic Center Drive Newport Beach, CA 92660 Telephone No. (949) 718-3401 Fax No. P.O. Box 800 Rosemead, CA 91770-0800 Telephone No. 1(626) 302-0802 Fax No. 1(626) 302-6143 E -Mail Address: E -Mail Address: GMURDOCH@NEWPORTBEACHCA.GO V Form 14-914 06/2017 4 ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of Orange On V -Em 9E-11- 14-1 _20 11 before me, Jennifer Ann Mulvey, Notary Public (insert name and title of the officer) personally appeared DAVE KtFF , who proved to me on the basis of satisfactory evidence to be the personH whose name(.&) is/&Fe subscribed to the within instrument and acknowledged to me that he/executed the same in his/heAlzei,r-authorized capacity(i"s and that by his/he4ie44;-signature(a&) on the instrument the person s), or the entity upon behalf of which the person(.&) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature n. (Seal) =-"Jennifer Ann Mulvey COMM 92214138 n LU !+ffi -Y: Notary Public California '`A ORANGE COUNTY My Commission Expires Oct. 12, 2021) 361-16-0500840624 3-001-1523-79 On -Bill Financing Agreement Local Government/Institutional Customer Projects This On -Bill Financing Agreement ("OBF Agreement") is entered into on October 4, 2017, (the "Effective Date") by and between the undersigned customer ("Customer") and Southern California Edison Company ("SCE") (each a "Party", collectively the "Parties"). Recitals 1. Customer and SCE entered into the Energy Management Solutions Incentives Application for Business Customers on or about January 15, 2016 and if applicable, the Customized Solutions Agreement (individually or collectively referred to as "EMS Agreement"), which is/are attached hereto and incorporated herein by reference. 2. Customer owns, leases or rents the property listed in the EMS Agreement as the Site and maintains a service account(s) with SCE for electric service. Customer has completed installation of eligible energy efficient equipment ("Equipment") at the Site as set forth in the EMS Agreement and has accepted the equipment as being operational and in good working order. 3. In Decision 12-11-015, the California Public Utilities Commission authorized SCE to provide zero -percent interest financing for the installation of certain energy efficient equipment, which is to be repaid over a specified period through the Customer's electric utility bill(s) ("On -Bill Financing"). 4. Customer desires to enter into this OBF Agreement in order to participate in SCE's On -Bill Financing program and Customer agrees to repay SCE the Amount Financed (as defined under "Loan Terms", below) through the Customer's SCE utility bill(s) pursuant to the terms and conditions of this OBF Agreement. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties agree as follows: Terms and Conditions Defined Terms: Except as the context otherwise requires, capitalized terms used in this OBF Agreement without definition shall have the same meanings as are set forth in the EMS Agreement. Amount Financed: Within thirty (30) days after the Effective Date, SCE will provide a payment for the Amount Financed to Customer or to a third -party payee designated by Customer under the Loan Terms, below. Customer's designation of a third -party payee may not be changed or revoked. Loan Terms: Amount Financed ("Amount Financed"): $49,216.25 Interest Rate: 0% Fees: 0 Months to Pay: 44 First Month Payment: $1,040.77 Remaining Monthly Payments: $1,120.36 Loan ID: 0-000-0078-56 Designated Third -Party Payee (if any): N/A Address of Designated Third -Party Payee: Form 14-914 06/2017 361-16-0500840624 3-001-1523-79 Promise to Pay: Customer promises to'pay SCE the Amount Financed in equal monthly installments as set forth in the section above and/or Schedule A (Customer's "Loan Obligation"). The first Monthly Payment of Customer's Loan Obligation will appear within sixty (60) days from the Effective Date on Customer's SCE utility(s) bill for the Service Account(s) listed above. The Parties expressly acknowledge and agree that funding for the OBF Loan Obligation repayment shall not be raised by the levy of additional taxes but shall instead be obtained by Customer's savings in energy costs paid for solely by the loan proceeds. The Parties further acknowledge and agree that energy savings from conservation measures are not susceptible to precise calculation and actual savings may vary according to weather and utility rates, among other things. Therefore Customer's energy savings have been determined at the outset of this Agreement and calculated by comparing estimates of energy usage for the facilities in question with and without the conservation measure, as set forth specifically in the EMS Agreement. Customer's actual future energy savings are not guaranteed and the OBF Loan Obligation must be repaid in full irrespective of actual future SCE utility bill(s) amounts. Manner of Payment: Customer's Monthly Payment amount will appear as a line item labeled "EE/OBF Installment Charge" on the monthly SCE utility bill(s) for Customer's Service Account(s). Customer may pay the Loan Obligation in the monthly installments or pre -pay the Loan Obligation in one lump sum without penalty, but pre -payments for less than the remaining balance will not be allowed. Customer's Loan Obligation will appear on Customer's monthly SCE utility bill(s) for the number of months set forth above, or until the Loan Obligation is paid in full by Customer, whichever occurs first. Customer shall make payments to SCE as directed in the SCE utility bill(s). Partial Payments: If Customer is unable to make a full payment of the Loan Obligation in any given month, payment arrangements may be made at SCE's sole discretion. Any partial payments will be applied in equal proportion to the energy charges and the Loan Obligation, and Customer will be considered to be delinquent and in default of both the energy bill and the Loan Obligation. Late Payments: No late payment charges or interest will be assessed for delinquent payments on the Loan Obligation. However, SCE may assess late payment charges for delinquent payments of energy charges pursuant to SCE's Rule 9 which is incorporated herein by reference. Returned Payments: SCE may require payment of a $8.00 Returned Check Charge for any check returned from Customer's financial institution unpaid. The Returned Check Charge will also apply to any forms of payment that are subsequently dishonored. Discontinuance of Service: Amounts due under this OBF Agreement will be amounts deemed due under each SCE utility bill to the Customer's Service Account(s), and a default under this OBF Agreement will be treated as a default under the Customer's Service Account(s). Customer's Loan Obligation is subject to the discontinuance provisions of SCE's Rule 11, Discontinuance and Restoration of Service, Section B, Nonpayment of Bills or Summary Bills which is incorporated herein by reference. Breach andAcceleration: Any breach by Customer under the EMS Agreement or this OBF Agreement shall constitute a breach under all of the above referenced agreements. For purposes herein, SCE may determine the OBF Agreement to be breached and Customer to be in default if Customer: (1) sells, assigns or otherwise transfers ownership, possession or title of the Site or the Equipment, (2) fails to pay the Monthly Payment amount when due, (3) closes, discontinues or otherwise causes the termination of the Service Account(s), or (4) otherwise breaches this OBF Agreement and/or the EMS Agreement, and the breach is not cured as specified therein. Notwithstanding anything to the contrary in the EMS Agreement, a breach and default as set forth in this section shall not be subject to any additional cure period. Following a breach as set forth in this section, SCE shall have the right to declare the entire unpaid balance of the Loan Obligation immediately due and payable. Form 14-914 06/2017 361-16-0500840624 3-001-1523-79 IN WITNESS WHEREOF, the Parties have executed this OBF Agreement as of the Effective Date. Customer: City Of Newport Beach Authorized Representative: David A Kiff Title: City Manager Southern California Edison: Authorized Representative: MiQI �U �y Title: �ireC65M Pmdac� M�n1f• Signature: Signat Date: Date: i/,7Z Y� Business Address: Business Address: 100 Civic Center Drive Newport Beach, CA 92660 Telephone No. (949) 718-3401 Fax No. E -Mail Address: GMURDOCH@NEWPORTBEACHCA.GO V Form 14-914 06/2017 P.O. Box 800 Rosemead, CA 91770-0800 Telephone No. 1(626) 302-0802 Fax No. 1(626) 302-6143 E -Mail Address: 4 361-16-0500840624 3-001-1523-79 Modification: Any change to this OBF Agreement must be in writing and signed by Customer and SCE; except that during any given month, if Customer is unable to make full payment on the Loan Obligation, payment arrangements may be made at SCE's sole discretion without modifying this OBF Agreement in writing. Any written modification or amendment will not be effective unless and until signed by SCE or such condition is waived by SCE in its sole and absolute discretion. Term and Termination: It is the Parties intent that the term of this OBF Agreement and the EMS Agreement run concurrently. Therefore, the OBF Agreement shall continue in effect until the Loan Obligation is paid in full. Assignment: Notwithstanding anything herein, Customer may not assign its rights or delegate its duties under this Agreement without SCE's express written consent. Additional Representations: Each person signing this OBF Agreement represents and warrants that he or she is duly authorized and has the legal capacity to execute and deliver this OBF Agreement on behalf of Customer, and to perform their obligations under this OBF Agreement. Customer further represents and warrants that if it is a legal entity, it is in good standing in its state of formation. Miscellaneous: Except as otherwise specifically provided herein, all terms, provisions, covenants, representations, warranties, agreements and conditions of the EMS Agreement shall remain unchanged and in full force and effect. Should a conflict exist between this OBF Agreement, the EMS Agreement and the documents incorporated by reference, this OBF Agreement shall control. This OBF Agreement shall be construed and interpreted in accordance with, and shall be governed and enforced in all respects according to, the laws of the State of California. This OBF Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. If any one or more of the provisions contained in this OBF Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, then this OBF Agreement shall be construed as if such invalid, illegal or unenforceable term or provision had never been contained herein and all other provisions of this OBF Agreement shall be construed to remain fully valid, enforceable and binding on the parties. The Recitals set forth above are hereby incorporated herein by reference. [Remainder of page intentionally left blank] Form 14-914 06/2017 3 ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of Orange On Dy -em C3E11 It% _20 %1 before me, Jennifer Ann Mulvey, Notary Public (insert name and title of the officer) personally appeared D R vE K l FlF who proved to me on the basis of satisfactory evidence to be the personH whose name(.&) is/&Fe subscribed to the within instrument and acknowledged to me that he/&keAl;�Cexecuted the same in his/hasALeir authorized capacity(ies� and that by his/he4#4ei&signature(s) on the instrument the perso*), or the entity upon behalf of which the person{&) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Jennifer Ann Mulvey r COMM #2214138 a Notary Public - California A (v ORANGE COUNTY t MyCommission Expires Oct. 12,20212 Signature kNJ )c ' (Seal) 361-16-0500826038 MULTI -SITE On -Bill Financing Agreement Local Government/Institutional Customer Projects This On -Bill Financing Agreement ("OBF Agreement") is entered into on September 25, 2017, (the "Effective Date") by and between the undersigned customer ("Customer') and Southern California Edison Company ("SCE") (each a "Party", collectively the "Parties"). Recitals 1. Customer and SCE entered into the Energy Management Solutions Incentives Application for Business Customers on or about January 15, 2016 and if applicable, the Customized Solutions Agreement (individually or collectively referred to as "EMS Agreement"), which is/are attached hereto and incorporated herein by reference. 2. Customer owns, leases or rents the property listed in the EMS Agreement as the Site and maintains a service account(s) with SCE for electric service. .Customer has completed installation of eligible energy efficient equipment ("Equipment") at the Site as set forth in the EMS Agreement and has accepted the equipment as being operational and in good working order. 3. In Decision 12-11-015, the California Public Utilities Commission authorized SCE to provide zero -percent interest financing for the installation of certain energy efficient equipment, which is to be repaid over a specified period through the Customer's electric utility bill(s) ("On -Bill Financing"). 4. Customer desires to enter into this OBF Agreement in order to participate in SCE's On -Bill Financing program and Customer agrees to repay SCE the Amount Financed (as defined under "Loan Terms", below) through the Customer's SCE utility bill(s) pursuant to the terms and conditions of this OBF Agreement. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties agree as follows: Terms and Conditions Defined Terms: Except as the context otherwise requires, capitalized terms used in this OBF Agreement without definition shall have the same meanings as are set forth in the EMS Agreement. Amount Financed: Within thirty (30) days after the Effective Date, SCE will provide a payment for the Amount Financed to Customer or to a third -party payee designated by Customer under the Loan Terms, below. Customer's designation of a third -party payee may not be changed or revoked. Loan Terms: Amount Financed ("Amount Financed"): $80,272.08 Interest Rate: 0% Fees: 0 Months to Pay: See Schedule A First Month Payment: See Schedule A Remaining Monthly Payments: See Schedule A Loan ID: See Schedule A Designated Third -Party Payee (if any): N/A Address of Designated Third -Party Payee: Form 14-914 06/2017 361-16-0500826038 MULTI -SITE Promise to Pay: Customer promises to pay SCE the Amount Financed in equal monthly installments as set forth in the section above and/or Schedule A (Customer's "Loan Obligation"). The first Monthly Payment of Customer's Loan Obligation will appear within sixty (60) days from the Effective Date on Customer's SCE utility(s) bill for the Service Account(s) listed above. The Parties expressly acknowledge and agree that funding for the OBF Loan Obligation repayment shall not be raised by the levy of additional taxes but shall instead be obtained by Customer's savings in energy costs paid for solely by the loan proceeds. The Parties further acknowledge and agree that energy savings from conservation measures are not susceptible to precise calculation and actual savings may vary according to weather and utility rates, among other things. Therefore Customer's energy savings have been determined at the outset of this Agreement and calculated by comparing estimates of energy usage for the facilities in question with and without the conservation measure, as set forth specifically in the EMS Agreement. Customer's actual future energy savings are not guaranteed and the OBF Loan Obligation must be repaid in full irrespective of actual future SCE utility bill(s) amounts. Manner of Payment: Customer's Monthly Payment amount will appear as a line item labeled "EE/OBF Installment Charge" on the monthly SCE utility bill(s) for Customer's Service Account(s). Customer may pay the Loan Obligation in the monthly installments or pre -pay the Loan Obligation in one lump sum without penalty, but pre -payments for less than the remaining balance will not be allowed. Customer's Loan Obligation will appear on Customer's monthly SCE utility bill(s) for the number of months set forth above, or until the Loan Obligation is paid in full by Customer, whichever occurs first. Customer shall make payments to SCE as directed in the SCE utility bill(s). Partial Payments: If Customer is unable to make a full payment of the Loan Obligation in any given month, payment arrangements may be made at SCE's sole discretion. Any partial payments will be applied in equal proportion to the energy charges and the Loan Obligation, and Customer will be considered to be delinquent and in default of both the energy bill and the Loan Obligation. Late Payments: No late payment charges or interest will be assessed for delinquent payments on the Loan Obligation. However, SCE may assess late payment charges for delinquent payments of energy charges pursuant to SCE's Rule 9 which is incorporated herein by reference. Returned Payments: SCE may require payment of a $8.00 Returned Check Charge for any check returned from Customer's financial institution unpaid. The Returned Check Charge will also apply to any forms of payment that are subsequently dishonored. Discontinuance of Service: Amounts due under this OBF Agreement will be amounts deemed due under each SCE utility bill to the Customer's Service Account(s), and a default under this OBF Agreement will be treated as a default under the Customer's Service Account(s). Customer's Loan Obligation is subject to the discontinuance provisions of SCE's Rule 11, Discontinuance and Restoration of Service, Section B, Nonpayment of Bills or Summary Bills which is incorporated herein by reference. Breach and Acceleration: Any breach by Customer under the EMS Agreement or this OBF Agreement shall constitute a breach under all of the above referenced agreements. For purposes herein, SCE may determine the OBF Agreement to be breached and Customer to be in default if Customer: (1) sells, assigns or otherwise transfers ownership, possession or title of the Site or the Equipment, (2) fails to pay the Monthly Payment amount when due, (3) closes, discontinues or otherwise causes the termination of the Service Account(s), or (4) otherwise breaches this OBF Agreement and/or the EMS Agreement, and the breach is not cured as specified therein. Notwithstanding anything to the contrary in the EMS Agreement, a breach and default as set forth in this section shall not be subject to any additional cure period. Following a breach as set forth in this section, SCE shall have the right to declare the entire unpaid balance of the Loan Obligation immediately due and payable. Form 14-914 06/2017 361-16-0500826038 MULTI -SITE IN WITNESS WHEREOF, the Parties have executed this OBF Agreement as of the Effective Date. Customer: City Of Newport Beach Authorized Representative: David A Kiff Title: City Manager Signature: v Southern California Edison: Authorized Representative: M lead Bu they Title: Director of Program Operations Sign Date: Date: Gl \IA\L\v)t- 0 Business Address: 100 Civic Center Drive Newport Beach, CA 92660 Telephone No. (949) 718-3401 Fax No. E -Mail Address: GMURDOCH@NEWPORT- BEACHCA.GOV Form 14-914 06/2017 Business Address: P.O. Box 800 Rosemead, CA 91770-0800 Telephone No. 1(626) 302-0802 Fax No. 1(626) 302-6143 E -Mail Address: 4 361-16-0500826038 MULTI -SITE Modification: Any change to this OBF Agreement must be in writing and signed by Customer and SCE; except that during any given month, if Customer is unable to make full payment on the Loan Obligation, payment arrangements may be made at SCE's sole discretion without modifying this OBF Agreement in writing. Any written modification or amendment will not be effective unless and until signed by SCE or such condition is waived by SCE in its sole and absolute discretion. Term and Termination: It is the Parties intent that the term of this OBF Agreement and the EMS Agreement run concurrently. Therefore, the OBF Agreement shall continue in effect until the Loan Obligation is paid in full. Assignment: Notwithstanding anything herein, Customer may not assign its rights or delegate its duties under this Agreement without SCE's express written consent. Additional Representations: Each person signing this OBF Agreement represents and warrants that he or she is duly authorized and has the legal capacity to execute and deliver this OBF Agreement on behalf of Customer, and to perform their obligations under this OBF Agreement. Customer further represents and warrants that if it is a legal entity, it is in good standing in its state of formation. Miscellaneous: Except as otherwise specifically provided herein, all terms, provisions, covenants, representations, warranties, agreements and conditions of the EMS Agreement shall remain unchanged and in full force and effect. Should a conflict exist between this OBF Agreement, the EMS Agreement and the documents incorporated by reference, this OBF Agreement shall control. This OBF Agreement shall be construed and interpreted in accordance with, and shall be governed and enforced in all respects according to, the laws of the State of California. This OBF Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. If any one or more of the provisions contained in this OBF Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, then this OBF Agreement shall be construed as if such invalid, illegal or unenforceable term or provision had never been contained herein and all other provisions of this OBF Agreement shall be construed to remain fully valid, enforceable and binding on the parties. The Recitals set forth above are hereby incorporated herein by reference. [Remainder of page intentionally left blank] Form 14-914 06/2017 ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of Orange On pE,t Emp,E 1Z 1y 201-1 before me, Jennifer Ann Mulvey, Notary Public (insert name and title of the officer) personally appeared ClAwL K1FF who proved to me on the basis of satisfactory evidence to be the person(@-) whose name(F� is/afe subscribed to the within instrument and acknowledged to me that he/s4@4hey-executed the same in his/laer-4hek authorized capacity(ies), and that by his/ham signature(&) on the instrument the person(s�, or the entity upon behalf of which the person() acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my h d and official seal. •«""'""""'" Jennifer Ann Mulvey L,;CMM #2 4\; 7otary Public?1413Cal forn Nia ; ORANGE COUNTY , My Commission Expires Oct. 12, 2021 2 Signature (Seal) SCHEDULE A LTC2a Customer Name: NEWPORT BEACH, CITY 4F Customer Account to be Billed: 2-01-196-529 OBF- NEWPORT BEACH STREET Customer Reference: LIGHTING10 Service Account to be Billed: 3-001-49199-35 Amount Financed: $80,272.05 Loan ID: 0-000-0075-01 Months to Pay: 75. Bundle ID: BDL0342 1st Month Payment: $673.24 $1,075. 66 Per month for 74 Remaining Monthly Payments: months Multiple Sites Site It Project Number Customer Account Site Service Account Number Site Loan Amount 1 361-16-0500826038 2-01-196-5290 3-036-5945-35 $1542.71 2 361-16-0500826038 2-01-156-5290 3-036-5660-03 $1,303.40 3 361-16-0500826038 2-01-196-5290 3-035-0531-54 $1,042.71 4 361-16-00500826038 2-01-196-5290 3--034-5454-73 $4,170.98 5 361-16-0540826035 2-01-156-52130 3-031-4199-59 $58,451.24 6 361-16-0500926038 2-01-196-5290 3-008-5365-22 $3,443.24 7 361-16-0500826038 2-01-196-5290 3-002-3331-07 $4,170.88 8 361-16-0500826035 2-01-196-5290 3-001-9017-93 $260.68 9 361-16-0500826038 2-01-196-5290 3-001-4919-56 $3,791.84 10 361-16-0500826038 2-01-196-5290 3-001-4919-41 $1,815.56 11 361-16-0500826038 2-01-196-5290 3-001-4919-35 $516.89 12 361-16-0500526035 2-01-19 6-5290 3-001-4919-25 22 $2.05 Uncapped Amount Financed: $80,272.08 '` Prepared by: Gloria S,ekona 05/26/2017 361-16-0500840625 3-001-4919-10 On -Bill Financing Agreement Local Govern ment/Institutional Customer Projects This On -Bill Financing Agreement ("OBF Agreement") is entered into on October 3, 2017, (the "Effective Date") by and between the undersigned customer ("Customer") and Southern California Edison Company ("SCE") (each a "Party", collectively the "Parties"). Recitals 1. Customer and SCE entered into the Energy Management Solutions Incentives Application for Business Customers on or about January 15, 2016 and if applicable, the Customized Solutions Agreement (individually or collectively referred to as "EMS Agreement"), which is/are attached hereto and incorporated herein by reference. 2. Customer owns, leases or rents the property listed in the EMS Agreement as the Site and maintains a service account(s) with SCE for electric service. Customer has completed installation of eligible energy efficient equipment ("Equipment") at the Site as set forth in the EMS Agreement and has accepted the equipment as being operational and in good working order. 3. In Decision 12-11-015, the California Public Utilities Commission authorized SCE to provide zero -percent interest financing for the installation of certain energy efficient equipment, which is to be repaid over a specified period through the Customer's electric utility bill(s) ("On -Bill Financing"). 4. Customer desires to enter into this OBF Agreement in order to participate in SCE's On -Bill Financing program and Customer agrees to repay SCE the Amount Financed (as defined under "Loan Terms", below) through the Customer's SCE utility bill(s) pursuant to the terms and conditions of this OBF Agreement. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties agree as follows: Terms and Conditions Defined Terms: Except as the context otherwise requires, capitalized terms used in this OBF Agreement without definition shall have the same meanings as are set forth in the EMS Agreement. Amount Financed: Within thirty (30) days after the Effective Date, SCE will provide a payment for the Amount Financed to Customer or to a third -party payee designated by Customer under the Loan Terms, below. Customer's designation of a third -party payee may not be changed or revoked. Loan Terms: Amount Financed ("Amount Financed"): $74,455.29 Interest Rate: 0% Fees: 0 Months to Pay: 61 First Month Payment: $252.69 Remaining Monthly Payments: $1,236.71 Loan ID: 0-000-0078-75 Designated Third -Party Payee (if any): N/A Address of Designated Third -Party Payee: Form 14-914 06/2017 Jim ' i 361-16-0500840625 3-001-4919-10 Promise to Pay: Customer promises to pay SCE the Amount Financed in equal monthly installments as set forth in the section above and/or Schedule A (Customer's "Loan Obligation"). The first Monthly Payment of Customer's Loan Obligation Will appear within sixty (60) days from the Effective Date on Customer's SCE utility(s) bill for the Service Account(s) listed above. The Parties expressly acknowledge and agree that funding for the OBF Loan Obligation repayment shall not be raised by the levy of additional taxes but shall instead be obtained by Customer's savings in energy costs paid for solely by the loan proceeds. The Parties further acknowledge and agree that energy savings from conservation measures are not susceptible to precise calculation and actual savings may vary according to weather and utility rates, among other things. Therefore Customer's energy savings have been determined at the outset of this Agreement and calculated by comparing estimates of energy usage for the facilities in question with and without the conservation measure, as set forth specifically in the EMS Agreement. Customer's actual future energy savings are not guaranteed and the OBF Loan Obligation must be repaid in full irrespective of actual future SCE utility bill(s) amounts. Manner of Payment: Customer's Monthly Payment amount will appear as a line item labeled "EE/OBF Installment Charge" on the monthly SCE utility bill(s) for Customer's Service Account(s). Customer may pay the Loan Obligation in the monthly installments or pre -pay the Loan Obligation in one lump sum without penalty, but pre -payments for less than the remaining balance will not be allowed. Customer's Loan Obligation will appear on Customer's monthly SCE utility bill(s) for the number of months set forth above, or until the Loan Obligation is paid in full by Customer, whichever occurs first. Customer shall make payments to SCE as directed in the SCE utility bill(s). Partial Payments: If Customer is unable to make a full payment of the Loan Obligation in any given month, payment arrangements may be made at SCE's sole discretion: Any partial payments will be applied in equal proportion to the energy charges and the Loan Obligation, and Customer will be considered to be delinquent and in default of both the energy bill and the Loan Obligation. Late Payments: No late payment charges or interest will be assessed for delinquent payments on the Loan Obligation. However, SCE may assess late payment charges for delinquent payments of energy charges pursuant to SCE's Rule 9 which is incorporated herein by reference. Returned Payments: SCE may require payment of a $8.00 Returned Check Charge for any check returned from Customer's financial institution unpaid. The Returned Check Charge will also apply to any forms of payment that are subsequently dishonored. Discontinuance of Service: Amounts due under this OBF Agreement will be amounts deemed due under each SCE utility bill to the Customer's Service Account(s), and a default under this OBF Agreement will be treated as a default under the Customer's Service Account(s). Customer's Loan Obligation is subject to the discontinuance provisions of SCE's Rule 11, Discontinuance and Restoration of Service, Section B, Nonpayment of Bills or Summary Bills which is incorporated herein by reference. Breach and Acceleration: Any breach by Customer under the EMS Agreement or this OBF Agreement shall constitute a breach under all of the above referenced agreements. For purposes herein, SCE may determine the OBF Agreement to be breached and Customer to be in default if Customer: (1) sells, assigns or otherwise transfers ownership, possession or title of the Site or the Equipment, (2) fails to pay the Monthly Payment amount when due, (3) closes, discontinues or 9% otherwise causes the termination of the Service Account(s), or (4) otherwise breaches this OBF Agreement and/or the EMS Agreement, and the breach is not cured as specified therein. Notwithstanding anything to the contrary in the EMS Agreement, a breach and default as set forth in 7' this section shall not be subject to any additional cure period. Following a breach as set forth in this .- section, SCE shall have the right to declare the entire unpaid balance of the Loan Obligation immediately due and payable. Form 14-914 06/2017 361-16-0500840625 3-001-4919-10 Modification: Any change to this OBF Agreement must be in writing and signed by Customer and SCE; except that during any given month, if Customer is unable to make full payment on the Loan Obligation, payment arrangements may be made at SCE's sole discretion without modifying this OBF Agreement in writing. Any written modification or amendment will not be effective unless and until signed by SCE or such condition is waived by SCE in its sole and absolute discretion. Term and Termination: It is the Parties intent that the term of this OBF Agreement and the EMS Agreement run concurrently. Therefore, the OBF Agreement shall continue in effect until the Loan Obligation is paid in full. Assignment: Notwithstanding anything herein, Customer may not assign its rights or delegate its duties under this Agreement without SCE's express written consent. Additional Representations: Each person signing this OBF Agreement represents and warrants that he or she is duly authorized and has the legal capacity to execute and deliver this OBF Agreement on behalf of Customer, and to perform their obligations under this OBF Agreement. Customer further represents and warrants that if it is a legal entity, it is in good standing in its state of formation. Miscellaneous: Except as otherwise specifically provided herein, all terms, provisions, covenants, representations, warranties, agreements and conditions of the EMS Agreement shall remain unchanged and in full force and effect. Should a conflict exist between this OBF Agreement, the EMS Agreement and the documents incorporated by reference, this OBF Agreement shall control. This OBF Agreement shall be construed and interpreted in accordance with, and shall be governed and enforced in all respects according to, the laws of the State of California. This OBF Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. If any one or more of the provisions contained in this OBF Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, then this OBF Agreement shall be construed as if such invalid, illegal or unenforceable term or provision had never been contained herein and all other provisions of this OBF Agreement shall be construed to remain fully valid, enforceable and binding on the parties. The Recitals set forth above are hereby incorporated herein by reference. [Remainder of page intentionally left blank] Form 14-914 06/2017 3 361-16-0500840625 3-001-4919-10 IN WITNESS WHEREOF, the Parties have executed this OBF Agreement as of the Effective Date. Customer: City Of Newport Beach Authorized Representative: David A Kiff Title: City Manager Southern California Edison: Authorized Representative: M dad B U 5he� Title: Dill-e6TY-1 I)sM PnAuc+ mss. Signature: Signat Date: Date: Business Address: Business Address: 100 Civic Center Drive Newport Beach, CA 92660 Telephone No. (949) 718-3401 Fax No. E -Mail Address: GMURDOCH@NEWPORTBEACHCA.GO V Form 14-914 06/2017 P.O. Box 800 Rosemead, CA 91770-0800 Telephone No. 1(626) 302-0389 Fax No. 1(626) 302-6134 E -Mail Address: 4 ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of Orange On pEt E►n BE1Z 14,q-01'1 before me, Jennifer Ann Mulvey, Notary Public (insert name and title of the officer) personally appeared DAVE k1FF who proved to me on the basis of satisfactory evidence to be the person(s� whose name(s� is/afe subscribed to the within instrument and acknowledged to me that he/s4@4hey executed the same in his/ha4thek authorized capacity(ies), and that by his/he iF signature(&) on the instrument the person(e), or the entity upon behalf of which the person(.&) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. .::: Jennifer Ann Mulvey COMM #2214138 v w`r;ffi NotaryPublic California z ORANGECOUNTY My Commission Expires Oct. 12, 2021 J 1 Signature (Seal) Customer Name: NEWPORT BEACH, CITY OF NEWPORT BEACH STREET Customer Reference: LIGHTING 6 V2 Loan ID: 0-000-0078-75 Bundle ID: BDL0368 SCHEDULE A LTC2a Customer Account to be Billed: Service Account to be Billed: Amount Financed: Months to Pay: 1st Month Payment: Remaining Monthly 2-01-1 3-001-4919-10 $74,455.29 61 $252.69 $1,236.71 per month for 60 months Multiple Sites Site # Project Number Customer Account Site Service Account Number Site Loan Amount 1 361-16-0500840625 2-01-196-5290 3-001-4919-56 $690.01 2 361-16-0500840625 2-01-196-5290 3-001-4919-18 $6,555.10 3 361-16-0500840625 2-01-196-5290 3-001-4919-19 $1,101.34 4 361-16-0500840625 2-01-196-5290 3-001-4919-33 $2,058.69 5 361-16-0500840625 2-01-196-5290 3-001-4919-36 $9,730.41 6 361-16-0500840625 2-01-196-5290 3-001-4919-37 $8,473.62 7 361-16-0500840625 2-01-196-5290 3-001-4919-40 $2,346.98 8 361-16-0500840625 2-01-196-5290 3-001-4919-41 $3,105.05 9 361-16-0500840625 2-01-196-5290 3-001-4919-42 $7,837.55 10 361-16-0500840625 2-01-196-5290 3-001-4919-10 $4,448.83 11 361-16-0500840625 2-01-196-5290 3-001-4919-54 $1,035.02 12 361-16-0500840434 2-01-196-5290 3-025-2268-89 $1,218.21 13 361-16-0500840625 2-01-196-5290 3-001-9017-91 $1,977.52 14 361-16-0500840625 2-01-196-5290 3-001-4919-47 $1,519.13 15 361-16-0500840625 2-01-196-5290 3-001-4919-48 $2,488.90 16 361-16-0500840625 2-01-196-5290 3-001-4919-49 $690.01 17 361-16-0500840625 2-01-196-5290 3-001-4919-50 $7,286.59 18 361-16-0500840625 2-01-196-5290 3-001-4919-51 $4,641.63 19 361-16-0500840625 2-01-196-5290 3-001-4919-53 $2,999.61 20 361-16-0500840434 2-01-196-5290 3-025-2268-83 $2,242.60 21 361-16-0500840625 2-01-196-5290 3-001-4919-43 $2,008.49 Uncapped Amount Financed: $74,455.29 * Prepared by: Gloria Sekona 09/19/2017 361-16-0500840630 3-029-2380-93 On -Bill Financing Agreement Local Government/institutional Customer Projects This On -Bill Financing Agreement ("OBF Agreement") is entered into on October 20, 2017, (the "Effective Date") by and between the undersigned customer ("Customer") and Southern California Edison Company ("SCE") (each a "Party", collectively the "Parties"). Recitals 1. Customer and SCE entered into the Energy Management Solutions Incentives Application for Business Customers on or about January 15, 2016 and if applicable, the Customized Solutions Agreement (individually or collectively referred to as "EMS Agreement"), which is/are attached hereto and incorporated herein by reference. 2. Customer owns, leases or rents the property listed in the EMS Agreement as the Site and maintains a service account(s) with SCE for electric service. Customer has completed installation of eligible energy efficient equipment ("Equipment") at the Site as set forth in the EMS Agreement and has accepted the equipment as being operational and in good working order. 3. In Decision 12-11-015, the California Public Utilities Commission authorized SCE to provide zero -percent interest financing for the installation of certain energy efficient equipment, which is to be repaid over a specified period through the Customer's electric utility bill(s) ("On -Bill Financing"). 4. Customer desires to enter into this OBF Agreement in order to participate in SCE's On -Bill Financing program and Customer agrees to repay SCE the Amount Financed (as defined under "Loan Terms", below) through the Customer's SCE utility bill(s) pursuant to the terms and conditions of this OBF Agreement. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties agree as follows: Terms and Conditions Defined Terms: Except as the context otherwise requires, capitalized terms used in this OBF Agreement without definition shall have the same meanings as are set forth in the EMS Agreement. Amount Financed: Within thirty (30) days after the Effective Date, SCE will provide a payment for the Amount Financed to Customer or to a third -party payee designated by Customer under the Loan Terms, below. Customer's designation of a third -party payee may not be changed or revoked. Loan Terms: Amount Financed ("Amount Financed"): $59,927.25 Interest Rate: 0% Fees: 0 Months to Pay: 69 First Month Payment: $202.85 Remaining Monthly Payments: $878.30 Loan ID: 0-000-0079-02 Designated Third -Party Payee (if any): N/A Address of Designated Third -Party Payee: Form 14-914 06/2017 361-16-0500840630 3-029-2380-93 Promise to Pay: Customer promises to pay SCE the Amount Financed in equal monthly installments as set forth in the section above and/or Schedule A (Customer's "Loan Obligation"). The first Monthly Payment of Customer's Loan Obligation will appear within sixty (60) days from the Effective Date on Customer's SCE utility(s) bill for the Service Account(s) listed above. The Parties expressly acknowledge and agree that funding for the OBF Loan Obligation repayment shall not be raised by the levy of additional taxes but shall instead be obtained by Customer's savings in energy costs paid for solely by the loan proceeds. The Parties further acknowledge and agree that energy savings from conservation measures are not susceptible to precise calculation and actual savings may vary according to weather and utility rates, among other things. Therefore Customer's energy savings have been determined at the outset of this Agreement and calculated by comparing estimates of energy usage for the facilities in question with and without the conservation measure, as set forth specifically in the EMS Agreement. Customer's actual future energy savings are not guaranteed and the OBF Loan Obligation must be repaid in full irrespective of actual future SCE utility bill(s) amounts. Manner of Payment: Customer's Monthly Payment amount will appear as a line item labeled "EE/OBF Installment Charge" on the monthly SCE utility bill(s) for Customer's Service Account(s). Customer may pay the Loan Obligation in the monthly installments or pre -pay the Loan Obligation in one lump sum without penalty, but pre -payments for less than the remaining balance will not be allowed. Customer's Loan Obligation will appear on Customer's monthly SCE utility bill(s) for the number of months set forth above, or until the Loan Obligation is paid in full by Customer, whichever occurs first. Customer shall make payments to SCE as directed in the SCE utility bill(s). Partial Payments: If Customer is unable to make a full payment of the Loan Obligation in any given month, payment arrangements may be made at SCE's sole discretion. Any partial payments will be applied in equal proportion to the energy charges and the Loan Obligation, and Customer will be considered to be delinquent and in default of both the energy bill and the Loan Obligation. Late Payments: No late payment charges or interest will be assessed for delinquent payments on the Loan Obligation. However, SCE may assess late payment charges for delinquent payments of energy charges pursuant to SCE's Rule 9 which is incorporated herein by reference. Returned Payments: SCE may require payment of a $8.00 Returned Check Charge for any check returned from Customer's financial institution unpaid. The Returned Check Charge will also apply to any forms of payment that are subsequently dishonored. Discontinuance of Service: Amounts due under this OBF Agreement will be amounts deemed due under each SCE utility bill to the Customer's Service Account(s), and a default under this OBF Agreement will be treated as a default under the Customer's Service Account(s). Customer's Loan Obligation is subject to the discontinuance provisions of SCE's Rule 11, Discontinuance and Restoration of Service, Section B, Nonpayment of Bills or Summary Bills which is incorporated herein by reference. Breach and Acceleration: Any breach by Customer under the EMS Agreement or this OBF Agreement shall constitute a breach under all of the above referenced agreements. For purposes herein, SCE may determine the OBF Agreement to be breached and Customer to be in default if Customer: (1) sells, assigns or otherwise transfers ownership, possession or title of the Site or the Equipment, (2) fails to pay the Monthly Payment amount when due, (3) closes, discontinues or otherwise causes the termination of the Service Account(s), or (4) otherwise breaches this OBF Agreement and/or the EMS Agreement, and the breach is not cured as specified therein. ; Notwithstanding anything to the contrary in the EMS Agreement, a breach and default as set forth in ° this section shall not be subject to any additional cure period. Following a breach as set forth in this section, SCE shall have the right to declare the entire unpaid balance of the Loan Obligation immediately due and payable. Form 14-914 06/2017 361-16-0500840630 3-029-2380-93 Modification: Any change to this OBF Agreement must be in writing and signed by Customer and SCE; except that during any given month, if Customer is unable to make full payment on the Loan Obligation, payment arrangements may be made at SCE's sole discretion without modifying this OBF Agreement in writing. Any written modification or amendment will not be effective unless and until signed by SCE or such condition is waived by SCE in its sole and absolute discretion. Term and Termination: It is the Parties intent that the term of this OBF Agreement and the EMS Agreement run concurrently. Therefore, the OBF Agreement shall continue in effect until the Loan Obligation is paid in full. Assignment: Notwithstanding anything herein, Customer may not assign its rights or delegate its duties under this Agreement without SCE's express written consent. Additional Representations: Each person signing this OBF Agreement represents and warrants that he or she is duly authorized and has the legal capacity to execute and deliver this OBF Agreement on behalf of Customer, and to perform their obligations under this OBF Agreement. Customer further represents and warrants that if it is a legal entity, it is in good standing in its state of formation. Miscellaneous: Except as otherwise specifically provided herein, all terms, provisions, covenants, representations, warranties, agreements and conditions of the EMS Agreement shall remain unchanged and in full force and effect. Should a conflict exist between this OBF Agreement, the EMS Agreement and the documents incorporated by reference, this OBF Agreement shall control. This OBF Agreement shall be construed and interpreted in accordance with, and shall be governed and enforced in all respects according to, the laws of the State of California. This OBF Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. If any one or more of the provisions contained in this OBF Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, then this OBF Agreement shall be construed as if such invalid, illegal or unenforceable term or provision had never been contained herein and all other provisions of this OBF Agreement shall be construed to remain fully valid, enforceable and binding on the parties. The Recitals set forth above are hereby incorporated herein by reference. [Remainder of page intentionally left blank] Form 14-914 06/2017 361-16-0500840630 3-029-2380-93 IN WITNESS WHEREOF, the Parties have executed this OBF Agreement as of the Effective Date. Customer: Newport Beach, City Of Authorized Representative: David A Kiff Title: City Manager Signature: Date: �2 t4� Business Address: 100 Civic Center Dr Newport Beach, CA 92660 Telephone No. (949) 718-3401 Fax No. E -Mail Address: GMURDOCH@newportbeachca.gov Form 14-914 06/2017 Southern California Edison: Authorized Representative: -Mark WeHenvo* Mlclael 0(45,h Title: Director of Program Operations Signature; Date: � v/ Business Address: P.O. Box 800 Rosemead, CA 91770-0800 Telephone No. 1(626) 302-0802 Fax No. 1(626) 302-6143 E -Mail Address: 4 ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of Orange On DEc.Emn i3E0- 14 .2 d i1 before me, Jennifer Ann Mulvey, Notary Public (insert name and title of the officer) personally appeared DkVS KtFF who proved to me on the basis of satisfactory evidence to be the person(* whose name(.&) is/afe subscribed to the within instrument and acknowledged to me that he/s Q*executed the same in his/ha r -authorized capacity(i@4 and that by his/he4�1a signature(-&) on the instrument the persons), or the entity upon behalf of which the person(.&) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal.Jennifer Ann Molve yl a(_1141: COw MM #2214138 n Notary Public -California 7 ORANGE COUNTY w a My Commission Expires Oct, U,.2021_ _ Signature (Seal) 361-16-0500840623 3-001-9017-92 On -Bill Financing Agreement Local Govern ment/lnstitutional Customer Projects This On -Bill Financing Agreement ("OBF Agreement") is entered into on October 10, 2017, (the "Effective Date") by and between the undersigned customer ("Customer') and Southern California Edison Company ("SCE") (each a "Party", collectively the "Parties"). Recitals 1. Customer and SCE entered into the Energy Management Solutions Incentives Application for Business Customers on or about January 15, 2016 and if applicable, the Customized Solutions Agreement (individually or collectively referred to as "EMS Agreement"), which is/are attached hereto and incorporated herein by reference. 2. Customer owns, leases or rents the property listed in the EMS Agreement as the Site and maintains a service account(s) with SCE for electric service. Customer has completed installation of eligible energy efficient equipment ("Equipment") at the Site as set forth in the EMS Agreement and has accepted the equipment as being operational and in good working order. 3. In Decision 12-11-015, the California Public Utilities Commission authorized SCE to provide zero -percent interest financing for the installation of certain energy efficient equipment, which is to be repaid over a specified period through the Customer's electric utility bill(s) ("On -Bill Financing"). 4. Customer desires to enter into this OBF Agreement in order to participate in SCE's On -Bill Financing program and Customer agrees to repay SCE the Amount Financed (as defined under "Loan Terms", below) through the Customer's SCE utility bill(s) pursuant to the terms and conditions of this OBF Agreement. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties agree as follows: Terms and Conditions Defined Terms: Except as the context otherwise requires, capitalized terms used in this OBF Agreement without definition shall have the same meanings as are set forth in the EMS Agreement. Amount Financed: Within thirty (30) days after the Effective Date, SCE will provide a payment for the Amount Financed to Customer or to a third -party payee designated by Customer under the Loan Terms, below. Customer's designation of a third -party payee may not be changed or revoked. Loan Terms: Amount Financed ("Amount Financed"): $29,675.47 Interest Rate: 0% Fees: 0 Months to Pay: 56 First Month Payment: $481.47 Remaining Monthly Payments: $530.80 Loan ID: 0-000-0079-55 Designated Third -Party Payee (if any): N/A Address of Designated Third -Party Payee: Form 14-914 06/2017 361-16-0500840623 3-001-9017-92 Promise to Pay: Customer promises to pay SCE the Amount Financed in equal monthly installments as set forth in the section above and/or Schedule A (Customer's "Loan Obligation"). The first Monthly Payment of Customer's Loan Obligation will appear within sixty (60) days from the Effective Date on Customer's SCE utility(s) bill for the Service Account(s) listed above. The Parties expressly acknowledge and agree that funding for the OBF Loan Obligation repayment shall not be raised by the levy of additional taxes but shall instead be obtained by Customer's savings in energy costs paid for solely by the loan proceeds. The Parties further acknowledge and agree that energy savings from conservation measures are not susceptible to precise calculation and actual savings may vary according to weather and utility rates, among other things. Therefore Customer's energy savings have been determined at the outset of this Agreement and calculated by comparing estimates of energy usage for the facilities in question with and without the conservation measure, as set forth specifically in the EMS Agreement. Customer's actual future energy savings are not guaranteed and the OBF Loan Obligation must be repaid in full irrespective of actual future SCE utility bill(s) amounts. Manner of Payment: Customer's Monthly Payment amount will appear as a line item labeled "EE/OBF Installment Charge" on the monthly SCE utility bill(s) for Customer's Service Account(s). Customer may pay the Loan Obligation in the monthly installments or pre -pay the Loan Obligation in one lump sum without penalty, but pre -payments for less than the remaining balance will not be allowed. Customer's Loan Obligation will appear on Customer's monthly. SCE utility bill(s) for the number of months set forth above, or until the Loan Obligation is paid in full by Customer, whichever occurs first. Customer shall make payments to SCE as directed in the SCE utility bill(s). Partial Payments: If Customer is unable to make a full payment of the Loan Obligation in any given month, payment arrangements may be made at SCE's sole discretion. Any partial payments will be applied in equal proportion to the energy charges and the Loan Obligation, and Customer will be considered to be delinquent and in default of both the energy bill and the Loan Obligation. Late Payments: No late payment charges or interest will be assessed for delinquent payments on the Loan Obligation. However, SCE may assess late payment charges for delinquent payments of energy charges pursuant to SCE's Rule 9 which is incorporated herein by reference. Returned Payments: SCE may require payment of a $8.00 Returned Check Charge for any check returned from Customer's financial institution unpaid. The Returned Check Charge will also apply to any forms of payment that are subsequently dishonored. Discontinuance of Service: Amounts due under this OBF Agreement will be amounts deemed due under each SCE utility bill to the Customer's Service Account(s), and a default under this OBF Agreement will be treated as a default under the Customer's Service Account(s). Customer's Loan Obligation is subject to the discontinuance provisions of SCE's Rule 11, Discontinuance and Restoration of Service, Section B, Nonpayment of Bills or Summary Bills which is incorporated herein by reference. Breach and Acceleration: Any breach by Customer under the EMS Agreement or this OBF Agreement shall constitute a breach under all of the above referenced agreements. For purposes herein, SCE may determine the OBF Agreement to be breached and Customer to be in default if Customer: (1) sells, assigns or otherwise transfers ownership, possession or title of the Site or the Equipment, (2) fails to pay the Monthly Payment amount when due, (3) closes, discontinues or otherwise causes the termination of the Service Account(s), or (4) otherwise breaches this OBF Agreement and/or the EMS Agreement, and the breach is not cured as specified therein. Notwithstanding anything to the contrary in the EMS Agreement, a breach and default as set forth in t this section shall not be subject to any additional cure period. Following a breach as set forth in this section, SCE shall have the right to declare the entire unpaid balance of the Loan Obligation immediately due and payable. Form 14-914 06/2017 361-16-0500840623 3-001-9017-92 Modification: Any change to this OBF Agreement must be in writing and signed by Customer and SCE; except that during any given month, if Customer is unable to make full payment on the Loan Obligation, payment arrangements may be made at SCE's sole discretion without modifying this OBF Agreement in writing. Any written modification or amendment will not be effective unless and until signed by SCE or such condition is waived by SCE in its sole and absolute discretion. Term and Termination: It is the Parties intent that the term of this OBF Agreement and the EMS Agreement run concurrently. Therefore, the OBF Agreement shall continue in effect until the Loan Obligation is paid in full. Assignment: Notwithstanding anything herein,. Customer may not assign its rights or delegate its duties under this Agreement without SCE's express written consent. Additional Representations: Each person signing this OBF Agreement represents and warrants that he or she is duly authorized and has the legal capacity to execute and deliver this OBF Agreement on behalf of Customer, and to perform their obligations under this OBF Agreement. Customer further represents and warrants that if it is a legal entity, it is in good standing in its state of formation. Miscellaneous: Except as otherwise specifically provided herein, all terms, provisions, covenants, representations, warranties, agreements and conditions of the EMS Agreement shall remain unchanged and in full force and effect. Should a conflict exist between this OBF Agreement, the EMS Agreement and the documents incorporated by reference, this OBF Agreement shall control. This OBF Agreement shall be construed and interpreted in accordance with, and shall be governed and enforced in all respects according to, the laws of the State of California. This OBF'Agreement may be executed in one or more counterparts, each of which shall be deemed an original but'all of which shall constitute one and the same instrument. If any one or more of the provisions contained in this OBF Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, then this OBF Agreement shall be construed as if such invalid, illegal or unenforceable term or provision had never been contained herein and all other provisions of this OBF Agreement shall be construed to remain fully valid, enforceable and binding on the parties. The Recitals set forth above are hereby incorporated herein by reference. [Remainder of page intentionally left blank] Form 14-914 06/2017 3 361-16-0500840623 3-001-9017-92 IN WITNESS WHEREOF, the Parties have executed this OBF Agreement as of the Effective Date. Customer: City Of Newport Beach Authorized Representative: David A Kiff Title: City Manager Southern California Edison: Authorized Representative: Mi�,l�ae10Ushe y Title: A►t hr) bsm FVV44 M i 4 - Signature: Signature: Date: Date: \211`��1� Business Address: Business Address: 100 Civic Center Drive Newport Beach, CA 92660 Telephone No. (949) 718-3401 Fax No. E -Mail Address: GMURDOCH@newportbeachca.gov Form 14-914 06/2017 P.O. Box 800 Rosemead, CA 91770-0800 Telephone No. 1(626) 302-0802 Fax No. 1(626) 302-6143 E -Mail Address: 4 ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of Orange On pECEM5E►Z 1y 20V1 before me, Jennifer Ann Mulvey, Notary Public (insert name and title of the officer) personally appeared DtAvE 1C►FF who proved to me on the basis of satisfactory evidence to be the person(B-) whose name(s� is/afe subscribed to the within instrument and acknowledged to me that he/s4@44ejr executed the same in his/hQ4theEr authorized capacity(ies), and that by his/he ir" signature(&) on the instrument the person(ea, or the entity upon behalf of which the person(.&) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) Jennifer Ann Mulvey 11d1 COMM #2214138 a w' Notary Public - California p ORANGE COUNTY MyCommission