Agenda packet — Burbank City Council, January 27, 2026 (part 1 of 2)

BURBANK CITY COUNCIL

REGULAR MEETING AGENDA
TUESDAY, JANUARY 27, 2026
4:00 p.m. – Closed Session
5:00 p.m. – Study Session
6:00 p.m. – Open Session
Council Chamber
275 E. Olive Avenue, Second Floor

NOTICE TO THE PUBLIC
NOTICE IS HEREBY GIVEN that a Regular City Council Meeting will be held in the Council Chamber – 275 East Olive Avenue, Second Floor, on Tuesday, January 27, 2026, at 4:00 p.m., to discuss matters on the attached agenda.

Members of the public have the option to participate in the meeting via in-person and/or telephonically for Closed Session, General Public Comment, Public Hearings, and Study Sessions. They may also submit their written comments regarding City business using the eComment feature on the City website, or by emailing the City Council directly at
[email protected]
.

Auxiliary aids and services are available for individuals with speech, vision, or hearing impairments (48- hour notice is required). For more information, please contact the ADA Coordinator at (818) 238-5051.

Interpretation Requests
:

If you would like to participate in Public Comments and require an interpreter, please telephone the City Clerk's Office at (818) 238-5851 at least 48 hours in advance of the meeting.

Si desea participar en los comentarios públicos y necesita un intérprete, por favor llame a la Oficina de la Secretaria Municipal al (818) 238-5851 al menos 48 horas antes de la reunión.

How to View the Meeting
:

Local Cable: Spectrum Channel 6 or AT&T Uverse Channel 99.

YouTube Live Streaming Channel:

Click here
.

City Website Live Streaming:

Click here
.

Public Comment Options
:
1 .

To speak during Closed Session Public Comment, General Public Comment, Public Hearing Public Comment, and Study Session Public Comment periods during the meeting, members of the public may speak in-person in the Council Chamber or call (818) 238-3335
. Speaker time limits will
be determined by the Presiding Officer, depending on how many public comment cards are received and how many callers are in the queue at the commencement of each public comment period (as shown below).

Additional public comment cards and calls will not be accepted once the public comment period commences.
1 – 20 Total Speakers – 3 minutes each
21 – 39 Total Speakers – 2 minutes each
40+ Total Speakers – 1 minute each
2 .

The Reports to Council Public Comment periods are only accepted in person – public comment cards must be submitted before the public comment period begins for each report to Council.

Burbank City Council Meeting Agenda
January 27, 2026

1 A.

Public Comment
: (On Closed Session and Study Session items only) To Comment, please telephone into the meeting at (818) 238-3335, or to speak in person a YELLOW
Public Comment
Card must be completed and presented to the City Clerk prior to the comment period.

Closed Session
in City Hall First Floor Conference Room
:

Speaker time limits will be determined by the Presiding Officer depending on how many public comment cards have been received at the commencement of each public comment period (as shown below).

Additional public comment cards will not be accepted once the public comment period commences.
1 – 20 Total Speakers – 3 minutes each
21 – 39 Total Speakers – 2 minutes each
40+ Total Speakers – 1 minute each
3 .
eComment will remain open until 3:00 p.m. the day of the meeting. 4 .

Email the City Council directly
[email protected]
Emails received on or before 3:00 p.m. on City Council Meeting Day will be distributed to the City Council in advance of the meeting. Any correspondence received after this time will be distributed the following business day.
5 .

The Presiding Officer has the discretion to reduce speaking time for each speaker in order to ensure that City business can be completed at a reasonable hour.

Public Disclosure
:

Please be advised that any communication submitted to the City of Burbank, its officials, staff or City consultants, may be considered a public record under the Brown Act and California Public Records Act.

This means that any information contained in the communication, including personal information, may be subject to public disclosure. The City reserves the right to disclose such information in accordance with the law.

This agenda contains a summary of each item of business which the City Council may discuss or act on at this meeting. The agenda packet consisting of the staff reports and all other documentation relating to each item on this agenda will be posted on the City's website at www.burbankca.gov
. Any writings or
documents provided to the City Council regarding any item on this agenda subsequent to distribution of the agenda packet will be posted on the City's website at www.burbankca.gov
. If you have a question
about any matter on the agenda, please call the Office of the City Clerk at (818) 238-5851. The Council Chamber is disabled accessible. Auxiliary aids and services are available for individuals with speech, vision, or hearing impairments (48-hour notice is required). Please contact the ADA Coordinator at (818) 238-5051 with questions or concerns.

1. Conference with Legal Counsel – Existing Litigation
a
.

Pursuant to Govt. Code §54956.9(d)(1)
b
.

Name of Case: Melody Smalley v. City of Burbank
c
.

Case No.: 25NNCV03282
d
.

Brief description and nature of case: Trip and fall

2. Conference with Legal Counsel – Existing Litigation
a
.

Pursuant to Govt. Code §54956.9(d)(1)
b
.

Name of Case: Aram Shahnazaryan v. City of Burbank, et al. c
.

Case No.: 24NNCV06333
d
.

Brief description and nature of case: Motor vehicle accident

Burbank City Council Meeting Agenda
January 27, 2026

2 C.

Study Session: 5:00 p.m. - 6:00 p.m. - Council Chamber
:

1. Discussion of a Resolution Approving a Clean Energy Purchase Contract for Prepaid Renewable Energy – Burbank Water and Power Department
D.

Call to Order
: 6:00 p.m.

Moment of Reflection
:

Flag Salute
:

Roll Call
:

Announcements
: (The Mayor will make announcements on various topics in addition to any listed) I.

Council Presentations/Recognitions
: (The Mayor will make presentations to various
groups/persons)

1. Presentation of a Proclamation Declaring January 1-31, 2026, as “Human Trafficking Awareness Month” in the City of Burbank – City Council
J.

City Manager Report
: (Updates on Notable Events, if any)
K.

Presentations
:

1. Presentation of a Federal Legislative Update by The Ferguson Group – City Manager's Office L.

Reporting on Closed Session
: (The City Attorney will report the Closed Session items and report out actions taken)
M.

General Public Comment
: (On any matter concerning City business and/or any agenda items.) To Comment, please telephone into the meeting at (818) 238-3335 or to speak in person, a YELLOW
Public Comment Card must be completed and presented to the City Clerk prior to the comment period.

Council, City Manager, and/or City Attorney Comment
: (Responses to General Public
Comment, if any, shall be brief and in accordance with the Ralph M. Brown Act) O.

Consent Calendar
: (Items on the Consent Calendar are generally routine matters and should be adopted by one motion without an oral report)

3. Conference with Labor Negotiator
a
.

Pursuant to Govt. Code §54957.6
b
.

Name of City Negotiator: Betsy McClinton, Management Services Director c
.

Name of Organizations Representing Employee: Burbank City Employees' Association

Attachments
:

Study Session Cover Sheet
PowerPoint Presentation

Burbank City Council Meeting Agenda
January 27, 2026

3 1.

Council Minutes – City Clerk's Office

2. Adoption of a Resolution Correcting Resolution No. 25-29,664 Authorizing the City Manager to Execute a Design-Build Contract with Landscape Structures, Inc. and Delegating Authority to Approve Plans and Specifications for Shade Structures at Robert E. Gross Park Ballfields – Parks and Recreation Department

3. Adoption of a Resolution Approving a Clean Energy Purchase Contract for Prepaid Renewable Energy – Burbank Water and Power Department

Recommendation
:

Approve the City Council Minutes of the Joint Meeting of January 13, 2026, and the Dark Meeting of January 20, 2026.

MOTION: Approved 5-0

Attachments
:

Council Minutes
Dark Meeting Minutes

Recommendation
:

Adopt A RESOLUTION OF THE COUNCIL OF THE CITY OF BURBANK CORRECTING RESOLUTION NO. 25-29,664 AUTHORIZING THE CITY MANAGER TO EXECUTE A DESIGN-BUILD CONTRACT WITH LANDSCAPE STRUCTURES, INC. AND DELEGATING

AUTHORITY TO APPROVE PLANS AND SPECIFICATIONS FOR SHADE STRUCTURES AT ROBERT E. GROSS PARK BALLFIELDS.

MOTION: Adopted Substitute Resolution 5-0

Attachments
:

SR - Resolution Correcting No. 25-29,664
Att1 - 11.18.25 Staff Report
Att2 - Resolution No. 25-29,664
Att3 - Proposed Resolution
Att4 - Sourcewell Proposal

Recommendation
:

Adopt A RESOLUTION OF THE COUNCIL OF THE CITY OF BURBANK (I) APPROVING

AND AUTHORIZING THE EXECUTION AND DELIVERY OF (A) A CLEAN ENERGY

PURCHASE CONTRACT FOR PREPAID RENEWABLE ENERGY AND (B) SUPPORTING

AGREEMENTS, CONSISTING OF FIVE LIMITED ASSIGNMENTS OF EXISTING

RENEWABLE POWER PURCHASE AGREEMENTS, A CUSTODIAL AGREEMENT, AND A LETTER AGREEMENT; AND (II) AUTHORIZING THE CITY OF BURBANK’S

PARTICIPATION IN THE TRANSACTIONS CONTEMPLATED BY THE FOREGOING AGREEMENTS.

MOTION: Adopted 5-0

Attachments
:

SR - Clean Energy Purchase Contract
Att1 - Resolution
Att2 - Agreement (Copper Mountain)
Att3 - Agreement (Desert Harvest)
Att4 - Agreement (Don Campbell)
Att5 - Agreement (Tule Hydro-Burbank-SCPPA)
Burbank City Council Meeting Agenda
January 27, 2026

4 4.

Approval of a Three-Year Professional Services Agreement with Civic Calling Corporation DBA Holly, Inc., an AI-Powered Platform for Job Classification Analysis and Compensation Benchmarking – Management Services Department

5. Acceptance of a Donation of Gym Equipment Valued at $77,064 from the Burbank Police Foundation for the Burbank Police and Fire Departments Training Gym – Police Department P.

Reports to Council
: (Items listed under this section will have an oral report provided) Att6 - Agreement (Tule Hydro-SCPPA-J. Aron)
Att7 - Clean Energy Purchase Contract
Att8 - Custodial Agreement
Att9 - Letter Agreement
Att10 - Project Agreement
Att11 - Flowchart of Prepay Structure

Recommendation
:

Approve a Three-Year Professional Services Agreement (PSA) between the City of Burbank and Civic Calling Corporation DBA Holly, Inc., an AI-Powered Platform for Job Classification Analysis and Compensation Benchmarking, in an amount up to $123,636, in accordance with the standard terms and conditions contained in the proposed PSA.

MOTION: Approved 5-0

Attachments
:

SR - PSA with Holly Inc.

Att1 - Professional Services Agreement

Recommendation
:

Accept a donation of new gym equipment valued at $77,064 from the Burbank Police Foundation for use by the Police and Fire Departments and authorize the City Manager or designee to take any necessary action to effectuate the transfer of the donation.

MOTION: Accepted and Authorized 5-0

Attachments
:

SR - Gym Equipment Donation
Att1 - Donation and Indemnity Agreement

Burbank City Council Meeting Agenda
January 27, 2026

5 1.

Discussion of Senate Bill 79 (SB 79) and its Potential Impacts on the City of Burbank – Community Development Department

2. Approval of the City of Burbank 2026 Legislative Platform – City Manager's Office Q.

Council Comments
: (Including reporting on Council committee assignments, attendance at conferences, regional meetings, and community events)
R.

Introduction of Additional Agenda Items
: (Council Members may request future agenda items)

Recommendation
:
1 .

Direct staff to pursue clean-up language for SB 79 via the legislative process and coordination with applicable State representatives.
2 .

Direct staff to continue to pursue discussions with the Southern California Association of Governments regarding the official SB 79 eligibility maps and with Metro regarding potential impacts to the North Hollywood to Pasadena Bus Rapid Transit Corridor Project.
3 .

Direct the Community Development Department staff to revise/update the housing development process to ensure timely and efficient processing of housing development applications, consistent with SB 79.

Public Comment
: To speak in person, a
YELLOW
Public Comment Card must be completed
and presented to the City Clerk prior to the comment period.

Council Action
:
1 .

Directed staff to pursue clean-up language 3-1 (Anthony, Dissent; Perez, Recused) 2 .

Directed staff to 1) continue to pursue discussions with SCAG and Metro and send letters re: environmental review, 2) revise the housing development process, continue with Specific Plan preparation, and 4) provide regular reports to Council. 4-0 (Perez, Recused)

Attachments
:

SR - SB 79 Discussion
Att1 - Complete Text of SB 79
Att2 - Possible TOD Exclusions
Att3 - Comparison with Streamlined Ministerial Reviews
Att4 - TOD Stop Locations
Att5 - TOD Stop Zoning Analysis
Att6 - Alternative Plan Requirements
Att7 - Opposition Letters
PowerPoint Presentation

Recommendation
:

Approve the City of Burbank 2026 Legislative Platform.

Public Comment
: To speak in person, a
YELLOW
Public Comment Card must be completed
and presented to the City Clerk prior to the comment period.

Council Action
: Approved as Amended 5-0

Attachments
:

SR - 2026 Legislative Platform
Att1 - Redline 2025 Legislative Platform
Att2 - Proposed 2026 Legislative Platform

Burbank City Council Meeting Agenda
January 27, 2026

6 S.

Adjournment
: To Tuesday, February 10, 2026, for a Regular Meeting in the Council Chamber –
275 East Olive Avenue, Second Floor.

Burbank City Council Meeting Agenda
January 27, 2026

7 Agenda Item – Study Session

January 27, 2026 City Council Meeting

Study Session
Discussion of a Resolution Approving a Clean
Energy Purchase Contract for Prepaid
Renewable Energy

All materials for this Study Session are attached to
Consent Calendar Agenda Item No. 3
8 INTEGRATED

RESOURCES PLAN (IRP)
UPDATE
City Council
July 25, 2023
Discussion of a
Resolution Approving
a Clean Energy Purchase
Contract for Prepaid
Renewable Energy
City Council
January 27, 2026

WATER AND
POWER
9 Background
 April 2024, SCPPA and Anaheim initiated
prepaid clean energy contract, saving
~$3.5M annually
 Burbank has utilized this structure
before for natural gas
 Burbank is now exploring a similar
opportunity with SCPPA
 Would result in annual savings of ~$1.3
million for current contract years
2 10
Power Purchase Agreements
Identified for Inclusion
 Desert Harvest II Solar
 Copper Mountain Solar
 Wild Rose Geothermal
 Tule Hydro
3 11
What is a Prepay Renewable Bond?
 Financial tool leveraging Burbank’s tax-exempt status  Allows prepayment for energy under existing Power Purchase Agreements using tax-exempt municipal bonds
 Results in discounted energy rates over the life of the contracts 4 12
Prepayment Structure
5 13
Risks and Benefits
 Key Risk: Transaction terminates, and Burbank no longer receives expected savings
6 14

CONTACT
Joseph Lillio
Chief Financial Officer
[email protected]
(818) 238-3723 office
7 15
1 CITY OF BURBANK

CITY COUNCIL MINUTES

JOINT MEETING WITH THE SUCCESSOR AGENCY,

HOUSING AUTHORITY, PARKING AUTHORITY,

AND YOUTH ENDOWMENT SERVICES FUND BOARD
TUESDAY, JANUARY 13, 2026
Call to Order:

A Closed Session Meeting of the City Council of the City of Burbank was held in the Council Chamber, 275 East Olive Avenue, on the above date. The meeting was called to order at 4:04 p.m. by Mayor Takahashi.

Present: Council Member(s) Anthony, Perez, Rizzotti, Vice Mayor Mullins, and Mayor Takahashi

Absent: None
Also Present: City Manager Hess, City Attorney McDougall, and City Clerk Clark Closed Session and Study Session Public Comment:

Appearing to comment were: Veronica Christenson and Marva-Lea Kornblatt.

Calling in to comment was: Jay Geisenheimer.

There being no further response to the Mayor's invitation for Public Comment on Closed Session and Study Session matters, the City Council recessed at this time to the City Hall First Floor Conference Room to hold a Closed Session on the following:

1. Conference with Legal Counsel – Anticipated Litigation a. Initiation of litigation pursuant to Govt. Code §54956.9(d)(4) City as Potential Plaintiff
b. Number of potential case(s): 1

2. Conference with Legal Counsel – Existing Litigation
a. Pursuant to Govt. Code §54956.9(d)(1)
b. Name of Case: Michelle Morris v. City of Burbank
c. Case No.: 25NNCV06802
d. Brief description and nature of case: Trip and fall

3. Conference with Real Property Negotiator
a. Pursuant to Govt. Code §54956.8
b. Property: Burbank Historical Society, 115 N. Lomita Street, Burbank, CA 91506, located on portions of George Izay Park
c. Parties Whom Agency or City is Negotiating with: Burbank Historical Society d. City Negotiator: Simone McFarland, Assistant Community Development Director – Business & Economic Development
e. Terms Under Negotiation: Ground lease renewal. Terms under negotiation include, but are not limited to, term of lease, rent, use, and maintenance.

Consent Calendar
Item #1
16 2
The meeting reconvened in Study Session at 5:17 p.m. with Council Member Rizzotti recused from the Study Session item.

Study Session:

1. Update on the Status of the Burbank Rancho Neighborhood Specific Plan Development Process
Greg Mirza-Avakyan, Senior Planner, presented the PowerPoint Presentation and responded to City Council inquiries. Amanda Landry, Principal Planner, and Joseph McDougall, City Attorney, also responded to Council inquiries.

Christopher Buonomo, Senior Transportation Planner, and staff from Dudek were also available for Council inquiries.

Council Member Perez left the dais at 5:45 p.m.

The City Council Meeting recessed at 6:07 p.m. and reconvened at 6:17 p.m.

Council Members Perez and Rizzotti returned to the dais at 6:17 p.m.

Call to Order:

A Joint Meeting of the City Council and the Successor Agency, Housing Authority, Parking Authority, and the Youth Endowment Services Fund Board of the City of Burbank was held in the Council Chamber, 275 East Olive Avenue, on the above date.

The meeting was called to order at 6:17 p.m. by Mayor Takahashi.

Moment of Reflection:

Mayor Takahashi held a Moment of Reflection to begin the meeting with positive and collective support for our beloved community and asked for a Moment of Silence in honor of Renee Nicole Good.

Flag Salute:

The Pledge of Allegiance was led by Mayor Takahashi.

Roll Call:

Present: Council Member(s) Anthony, Perez, Rizzotti, Vice Mayor Mullins, and Mayor Takahashi

Absent: None
Also Present: City Manager Hess, City Attorney McDougall, and City Clerk Clark Mayor Takahashi indicated there would be two (2) periods of Public Comment at this evening's meeting and those who wish to participate in the General Public Comment period may call in at (818) 238-3335. The Reports to Council Public Comment period will only be taken in person.

Announcements:

Mayor Takahashi announced Consent Calendar Item No. 6 was removed from the agenda and would be brought to the City Council at a later date. 17 3
Mayor Takahashi displayed a PowerPoint presentation announcing the following: (1) Creative Industry Taskforce Community Workshop; (2) 2026 Homeless Count; (3) Golden State Neighborhood Protection Plan; (4) Infrastructure Oversight Board Vacancy; and (5) Art in Public Places Committee Vacancy.

Council Presentations/Recognitions:

1. Presentation of Certificates of Recognition to the Winners of the OurBurbank 2025 Holiday Decorating Contest
Mayor Takahashi announced and presented Certificates of Recognition to the following winners of the Our Burbank 2025 Holiday Decorating Contest: Dr. Terry Moren (Residential 3rd Place), Arnulfo Padilla (Residential 2nd Place), Smeed Family, Azoy Family, and Knetchel Family (Residential 1st Place), Hudson Das and Margot Das (Youth Category), and The Actor’s Group (Commercial).

2. Presentation of a Certificate of Recognition to the Burbank Tournament of Roses Association
Mayor Takahashi presented a Certificate of Recognition to the Burbank Tournament of Roses Association and introduced Linda Cozakos, President of the Burbank Tournament of Roses Association, who made remarks and presented the float's replica of Burbank Police Department K-9 Spike's collar to Officer Corey Salas.

City Manager Report:

City Manager Hess introduced Gina Kozai, Administrative Analyst II - Burbank Police Department, who provided an update on the City’s film permitting process.

Reporting on Closed Session:

City Attorney McDougall reported that the City Council met in Closed Session regarding the agendized Closed Session items and, for Item No. 1, City Council authorized staff to initiate litigation. The details regarding the defendant and the nature of the case would be disclosed upon request after the litigation has been filed and served on the defendant. For Item Nos. 2 and 3, City Council took no reportable action.

Joint General Public Comment:

Appearing to comment were: Roy Simison, Mike Van Gorder, Ron Bax, Hilda Avanessian, Angelica Ulloa, Diana Pulver, Suzanne Weerts, David Donahue, Carmenita Helligar, Jo Pimienta, Mark Scroggs, Dan K., Susan O'Carroll, and Jomo.

Calling in to comment were: Kreigh Hempel and Ali.

Council, City Manager, and/or City Attorney Comment:

Council Members and Staff responded to Public Comment.

Consent Calendar:

It was moved by Vice Mayor Mullins, seconded by Council Member Perez, to approve the Consent Calendar Item Nos. 1-5 and 7-15, with Item No. 15 approved as amended. The motion carried 5-0 with the following roll call vote: AYES: Anthony, Perez, Rizzotti, Mullins, and Takahashi. NOES: None.
18 4
Item No. 6 was removed from the agenda and will be brought back to Council at a future meeting.

Council Member Rizzotti requested a brief update on Item No. 8. Mandip Samra, Burbank Water and Power General Manager, responded to Council inquiries.

For Item No. 15, Vice Mayor Mullins requested to modify the proposed City Council Meeting Schedule to move the Council Meeting of November 24, 2026 to November 17, 2026.

1. City Council Minutes
Approve the City Council Minutes of the City Council Reorganization Meeting of December 15, 2025; the Regular Meeting of December 16, 2025; and the Dark Meetings of December 23 and December 30, 2025, and January 6, 2026.

2. Successor Agency Minutes
Approve the Successor Agency Minutes of the Joint Meeting of September 9, 2025.

3. Housing Authority Minutes
Approve the Housing Authority Minutes of the Joint Meeting of December 9, 2025.

4. Parking Authority Minutes
Approve the Parking Authority Minutes of the Joint Meeting of October 14, 2025.

5. Youth Endowment Services Fund Board Minutes
Approve the Youth Endowment Services Fund Board Minutes of the Joint Meeting of September 9, 2025.

6. Adoption of a Resolution Correcting Resolution No. 25-29,664 Authorizing the City Manager to Execute a Design-Build Contract with Landscape Structures, Inc. and Delegating Authority to Approve Plans and Specifications for Shade Structures at Robert E. Gross Park Ballfields (REMOVED) Recommendation:

Adopt A RESOLUTION OF THE COUNCIL OF THE CITY OF BURBANK CORRECTING RESOLUTION NO. 25-29,664 AUTHORIZING THE CITY

MANAGER TO EXECUTE A DESIGN-BUILD CONTRACT WITH LANDSCAPE STRUCTURES, INC. AND DELEGATING AUTHORITY TO APPROVE PLANS AND SPECIFICATIONS FOR SHADE STRUCTURES AT ROBERT E. GROSS PARK BALLFIELDS.
19 5

7. Adoption of a Resolution Awarding Contract Documents Including Plans, Specifications and Environmental Analysis, and Authorizing the Execution of a Construction Contract for Bid Schedule No. 1542, Burbank’s Home Again Los Angeles (HALA) Access Center, to Cal-City Construction, Inc., as the Highest Ranked Bidder and Best Value to the City
RESOLUTION NO. 26-29,676
Adopt A RESOLUTION OF THE COUNCIL OF THE CITY OF BURBANK

AWARDING CONTRACT DOCUMENTS INCLUDING PLANS,

SPECIFICATIONS AND ENVIRONMENTAL ANALYSIS, AND AUTHORIZING

THE EXECUTION OF A CONSTRUCTION CONTRACTFOR BID SCHEDULE NO. 1542, BURBANK’S HOME AGAIN LOS ANGELES (HALA) ACCESS CENTER, TO CAL-CITY CONSTRUCTION, INC., AS THE HIGHEST RANKED BIDDER AND BEST VALUE TO THE CITY.

8. Adoption of a Resolution Ratifying And Approving Community Energy Reliability And Resilience Investment Program Grant Applications for an Award of $5,186,701 for the Burbank Grid Forward 12kv Conversion Project, Commitment to Fund $36,800,000 over Fiscal Years 2027-28, 2028-29, 2029-30, and 2030- 31, and Authorizing the Burbank Water and Power General Manager, as the City Manager’s Designee, to Negotiate, Execute, and Implement All Required and Related Agreements and Forms with the California Energy Commission and the Department of Energy

1. RESOLUTION NO. 26-29,677
Adopt A RESOLUTION OF THE COUNCIL OF THE CITY OF BURBANK

RATIFYING AND APPROVING GRANT APPLICATIONS FOR AN AWARD OF $5,186,701 FROM THE COMMUNITY ENERGY RELIABILITY AND

RESILIENCE INVESTMENT (CERRI) PROGRAM FOR THE BURBANK
GRID FORWARD 12KV CONVERSION PROJECT (PROPOSED

PROJECT) BY BURBANK WATER AND POWER (BWP), COMMITMENT
TO FUND $36,800,000 OVER FISCAL YEAR (FY) 2027-28, FY 2028-29, FY 2029-30, AND FY 2030-31, AND AUTHORIZING THE BWP GENERAL MANAGER, AS THE CITY MANAGER’S DESIGNEE, TO NEGOTIATE,

EXECUTE, AND IMPLEMENT ALL REQUIRED AND RELATED

AGREEMENTS AND FORMS WITH THE CALIFORNIA ENERGY
COMMISSION (CEC) AND THE DEPARTMENT OF ENERGY (DOE);

2. Authorize BWP General Manager to accept all grant funds under these agreements.

9. Adoption of a Resolution Authorizing the Execution of a Grant Agreement with California Fire Foundation for Disaster Relief and Recovery, Acceptance of Grant Funds in the Amount of $25,000, and Amending the Fiscal Year 2025-26 Budget by Appropriating Funds Towards the Burbank Fire Department’s Wildland Program
20 6
RESOLUTION NO. 26-29,678
Adopt A RESOLUTION OF THE COUNCIL OF THE CITY OF BURBANK

AUTHORIZING THE EXECUTION OF A GRANT AGREEMENT WITH

CALIFORNIA FIRE FOUNDATION FOR DISASTER RELIEF AND RECOVERY, ACCEPTANCE OF GRANT FUNDS IN THE AMOUNT OF $25,000 AND
AMENDING THE FISCAL YEAR 2025-26 BUDGET BY APPROPRIATING FUNDS TOWARDS THE BURBANK FIRE DEPARTMENT’S WILDLAND
PROGRAM.

10.Acceptance of an Additional $382,630 from the Los Angeles County Aging and Disabilities Department - Funding for the Contracted Elderly Nutrition Program and Related Amendment of the Fiscal Year 2025–2026 Adopted Budget

1. Accept $382,630 from the County of Los Angeles Aging and Disabilities Department, Net County Cost (NCC) and Modernizing Older Californias Act (MOCA) Funding, and Intensive Program (NSIP) Funding to extend the Contracted Elderly Nutrition Program (ENP) Older Americans Act Title III C- 1 and Title III C-2 Services and Approve the Executed Elderly Nutrition Program Amendment One.

2. Amend the Fiscal Year (FY) 2025-2026 Adopted Budget as follows upon receipt of the grant funds in FY 2025-2026 by appropriating $362,930 (NCC funding $87,000, MOCA funding $250,000 and NSIP funding $25,930) from revenue account 001.PR000.48010.1007.000000 (General Fund, Other Intergovernmental Revenue, Los Angeles County Aging and Disabilities Department Nutrition State C1) to expenditure account 001.PR42A.62300.0000.000000 (General Fund, Supplemental Nutrition Program, Special Department Supplies) and appropriating $19,700 (NSIP C2 Funding $19,700) from revenue account
001.PR000.48010.1008.000000 (General Fund, Other Intergovernmental Revenue, Los Angeles County Aging and Disabilities Department Nutrition State C2) to account number 001.PR42A.62300.0000.000000 (General Fund, Supplemental Nutrition Program, Special Department Supplies).

11.Acceptance of a Grant from California Library Literacy Services in the Amount of $39,570 for Adult Literacy Services and Amendment of the Fiscal Year 2025-26 Budget
Accept a grant from California Library Literacy Services in the amount of $39,570 for Adult Literacy Services and authorize the Library Services Director or his designee to take all actions necessary to receive such funds and amend the Fiscal Year 2025-26 Adopted Budget as specified to receive and appropriate these grant funds.
21 7

12.Acceptance of a Donation to the Library Services Department in the Amount of $50,000 from the Friends of the Burbank Public Library to Support Early Childhood Learning and Library of Things Collection and Authorization to Amend the Fiscal Year 2025-2026 Adopted Budget
Accept a donation from Friends of the Burbank Public Library in the amount of $50,000, authorize the Library Services Director or his or her designee to take all actions necessary to receive such funds, and amend the Fiscal Year 2025-26 Budget as specified to receive and appropriate these funds.

13.Approval of Bikeway License Agreement with the Metropolitan Transportation Authority, Construction and Maintenance Agreement with Southern California Regional Rail Authority, and Use Agreement with Los Angeles County Flood Control District for the San Fernando Bikeway Project
Approve the following agreements related to permitting and construction of the San Fernando Bikeway Project, with reasonable changes in form and substance approved by the City Attorney’s Office, and authorize the Community Development Director, as the City Manager’s designee, to execute such Agreements and any necessary amendments thereto:
a. Bikeway License Agreement with the Metropolitan Transportation Authority b. Construction and Maintenance Agreement with the Southern California Regional Rail Authority
c. Use Agreement with Los Angeles County Flood Control District

14.Review of Fiscal Year 2024-25 Annual Comprehensive Financial Report (with Successor Agency, Housing Authority, Parking Authority, and Youth Endowment Services Fund Board)
Note and file.

15.Approval of the Proposed City Council Meeting Schedule for March 2026 through February 2027
Approve the proposed City Council Meeting Schedule for March 2026 through February 2027.

Reports to Council:

1. Appointment of City Council Members to Committee and Liaison Roles for the 2026 Calendar Year
Cathryn LaBrado, Assistant to the City Manager, presented the report and responded to City Council inquiries. Justin Hess, City Manager, also responded to Council inquiries.

Public Comment:

Appearing to comment was: None.
22 8
Council Action:

It was approved by Council consensus to appoint members of the City Council to Committee and Liaison roles as listed below for the 2026 calendar year.

1. Affordable Housing Advisory Committee
Mayor Takahashi and Council Member Perez

2. Airport Ad Hoc Committee
Mayor Takahashi and Vice Mayor Mullins

3. Audit Committee
Vice Mayor Mullins and Council Member Perez

4. Burbank Unified School District/City Council Committee Mayor Takahashi and Vice Mayor Mullins

5. Economic Development Subcommittee
Vice Mayor Mullins and Council Member Rizzotti

6. Fiscal & Treasurer’s Review Group
Council Member Anthony and Council Member Rizzotti

7. Public Information Office Advisory Committee
Mayor Takahashi and Vice Mayor Mullins

8. American Public Power Association Policy Makers Council Council Member Perez

9. Arroyo Verdugo Communities Subregion Joint Powers Authority Vice Mayor Mullins and Council Member Rizzotti (Alternate)

10. Burbank Glendale Pasadena Regional Housing Trust Board of Directors
Council Member Perez and Vice Mayor Mullins (Alternate)

11. Disaster Council (BMC Section 5-2-103 designates Mayor) Mayor Takahashi and Vice Mayor Mullins

12. Domestic Violence Task Force
Vice Mayor Mullins and Council Member Anthony

13. League of California Cities
(Annual Statewide Voting Delegate)
Mayor Takahashi and Vice Mayor Mullins (Alternate). If neither is available, one of the remaining Council Members can serve as alternate. 23 9

14. League of California Cities (LA Division)
Mayor Takahashi and Vice Mayor Mullins

15. San Fernando Valley Council of Governments (SFVCOG) Mayor Takahashi and Council Member Perez (Alternate)

16. San Fernando Valley Service Sector Governance Council (Metro) (No Seat Currently Available)

17. Southern California Association of Governments (SCAG) District 42 Representative
Council Member Perez

18. Southern California Association of Governments (SCAG) Annual General Assembly Voting Delegate
Mayor Takahashi and Vice Mayor Mullins (Alternate)

19. Valley Economic Alliance (Board of Directors)
Mayor Takahashi and Council Member Perez

20. Board of Library Trustees
Council Member Perez

21. Burbank Cultural Arts Commission
Mayor Takahashi and Council Member Anthony (Alternate)

22. Infrastructure Oversight Board (IOB)
Mayor Takahashi and Vice Mayor Mullins

23. Parks and Recreation Board
Council Member Rizzotti and Council Member Anthony (Alternate)

24. Planning Commission
Council Member Rizzotti

25. Police Commission
Vice Mayor Mullins and Council Member Rizzotti (Alternate)

26. Senior Citizen Board
Vice Mayor Mullins and Council Member Anthony (Alternate)

27. Sustainable Burbank Commission
Mayor Takahashi and Council Member Perez

28. Transportation Commission
Council Member Anthony and Council Member Rizzotti (Alternate) 24 10

29. Youth Board
Council Member Perez

30. Burbank Association of Realtors
Vice Mayor Mullins and Council Member Rizzotti (Alternate)

31. Burbank Chamber of Commerce
Mayor Takahashi

32. Upper Los Angeles River and Tributaries Working Group Council Member Perez and Mayor Takahashi (Alternate)
Council Comments:

Council Members reported out on Council committee assignments and attendance at conferences, regional meetings, and community events.

Consideration of Previously Introduced Additional Agenda Items:

1. Mayor Takahashi’s request for a first step report on the Downtown Paseo improvements and plans for the cultural market (December 16, 2025).

It was approved by roll call vote to direct staff to provide a first step report on the Downtown Paseo improvements and plans for the Downtown Burbank Cultural Market. The motion carried 5-0 with the following roll call vote: AYES: Anthony, Perez, Rizzotti, Mullins, and Takahashi. NOES: None.

Introduction of Additional Agenda Items:

Vice Mayor Mullins requested to a Council Presentation to recognize the creators of Piper's Pals at a City Council meeting.

Adjournment:

There being no further business to come before the City Council, the meeting was adjourned at 8:28 p.m. to Tuesday, January 27, 2026, for a Regular Meeting in the Council Chamber – 275 East Olive Avenue, Second Floor.
__________________________
Kimberley Clark
City Clerk
__________________________
Tamala Takahashi
Mayor
APPROVED DATE:
25 CITY COUNCIL REGULAR MEETING MINUTES

DARK MEETING
TUESDAY, JANUARY 20, 2026

A Regular Meeting of the Council of the City of Burbank was not held on the above date.

__________________________________
Kimberley Clark
City Clerk

__________________________________
Tamala Takahashi
Mayor

APPROVED DATE:
26 1

STAFF REPORT
DA
TE: January 27, 2026
T
O: Justin Hess, City Manager
F
ROM: Marisa Garcia, Parks and Recreation Director
BY: Diego Cevallos, Assistant Parks and Recreation Director SUBJECT: Adoption of a Resolution Correcting Resolution No. 25-29,664 Authorizing the City M anager to E xecute a Design- Build Contract with L andscape Structures, I nc. and D elegating Authority to A pprove Plans and Specifications for Shade Structures at Robert E. Gross Park Ballfields RECO

MMENDATION
Adopt A RESOLUTION OF THE COUNCIL OF THE CITY OF BURBANK CORRECTING RESOLUTION NO. 25-29,664 AUTHORIZING THE CITY MANAGER TO EXECUTE A DESIGN-BUILD CONTRACT WITH LANDSCAPE STRUCTURES, INC. AND

DELEGATING AUTHORITY TO APPROVE PLANS AND SPECIFICATIONS FOR SHADE STRUCTURES AT ROBERT E. GROSS PARK BALLFIELDS.

CKGROUND
The Robert E. Gross Ballfields Shade Structures Project involves the installation of new shade structures over the bleachers at the two ballfields to improve comfort, safety, and usability for players, spectators, and park patrons. Funded through the Fiscal Year 2025– 26 Adopted Budget, the project will be delivered using a design- build contract with Landscape Structures, Inc., leveraging a cooperative purchasing agreement to streamline delivery and reduce costs.

O
n November 18, 2025, City Council (Council) adopted Resolution No. 25- 29,664 authorizing the City Manager to execute a design -build contract with Landscape Structures, Inc. for the installation of shade structures over the bleachers at the Robert E.

Gross Park ballfields and delegating authority to approve plans and specifications for the project.

PARKS AND

RECREATION
Consent Calendar
Item #2
27 2

Following adoption of Resolution No. 25-29,664, staff identified a minor discrepancy that requires correction. The discrepancy is non- substantive in nature and, except for the correction to a lower contract amount, does not affect the previous approval by Council.

DISCUSSION
The staff report and proposal for the installation of shade structures over the bleachers at the Robert E. Gross Park ballfields presented to the Council on November 18, 2025, identified the contractual amount as $229, 245.05 (Attachment 1). The Resolution, as adopted, incorrectly referenced the total contract amount as $362,486 (Attachment 2).

After Council’s approval, staff identified necessary corrections to the contract amount stated in the staff report and in Resolution No. 25- 29,664, which both should have been $229,489.29. To ensure the administrative record is accurate and consistent with the materials considered and approved by the Council, staff is submitting the proposed Resolution revising the erroneous contract amount (Attachments 3 and 4) . No other elements of the Council-approved action are being modified.

ENVIRONMENTAL REVIEW
This activity involves administrative changes to correct the contract amount stated in Resolution No. 25- 29,664 and has no potential for resulting in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment, and as such, is not a “project” subject to the requirements of the California Environmental Quality Act (CEQA) 14 Cal. Code Regs § 15378.

FISCAL IMPACT
There is no fiscal impact resulting from this report.

CONCLUSION
The approval of the proposed Resolution corrects Resolution No. 25-29,664 (adopted on November 18, 2025), which updates the design-build contract with Landscape Structures Inc. to the correct contract amount of $229,489.29 (Attachment 4).

ATTACHMENTS
Attachment 1 – Staff Report - November 18, 2025
Attachment 2 – Resolution No. 25-29,664
Attachment 3 – Proposed Resolution
Attachment 4 – Sourcewell Proposal

28 1

STAFF REPORT
DATE: November 18, 2025
TO: Justin Hess, City Manager
FROM: Marisa Garcia, Parks and Recreation Director
BY: Diego Cevallos, Assistant Parks and Recreation Director SUBJECT: Adoption of a Resolution Authorizing the City Manager to Execute a Design- Build Contract with Landscape Structures, Inc. and Delegating Authority to Approve Plans and Specifications for Shade Structures at Robert E. Gross Park Ballfields

RECOMMENDATION
Adopt A RESOLUTION OF THE COUNCIL OF THE CITY OF BURBANK AUTHORIZING

THE CITY MANAGER TO EXECUTE A DESIGN -BUILD CONTRACT WITH LANDSCAPE STRUCTURES, INC. AND DELEGATING AUTHORITY TO APPROVE PLANS AND SPECIFICATIONS FOR SHADE STRUCTURES AT ROBERT E. GROSS PARK BALLFIELDS.

BACKGROUND
Robert E. Gross Park (Park), located at 2800 West Empire Avenue, Burbank, CA 91504, is managed by the Parks and Recreation Department (Department). The Department provides a variety of recreational programming at the Park, including youth and adult programs, seasonal camps, classes, and organized sports leagues. The Park’s two ballfields host adult softball leagues, youth Hap Minor baseball and Ponytail softball, fall youth softball, and are also utilized by various permit groups throughout the year. The Park ballfields are also passively used by ultimate frisbee groups, pickup soccer players, and park patrons for open play and recreation. Other programming uses of the Park include youth sports camps, adult slow pitch softball, fast pitch softball, private rentals, and special events such as the Centennial Retro Camp Out.

PARKS AND

RECREATION
Consent Calendar
Item #2
During the Fiscal Year (FY) 202 5-26 Budget Process, City Council (Council) approved Attachment 1
ATTACHMENT 1-1
29 2
improvements will include new shade structures over the bleachers on Ballfields one, and two. There is a significant need for shade in these areas, and the new shade structures will enhance the Park experience for visitors.

DISCUSSION
Landscape Structures, Inc. ( Contractor) is a design- build company with expertise in design, conceptual development, engineering, fabrication, manufacturing, and installation. The Contractor provided the City with standardized shade products that meet the requirements for this project. The products are known for their durability, high-quality materials, and ability to withstand varying weather conditions, ensuring long- lasting functionality and aesthetic appeal. Currently, the Contractor’s shade structures are installed over ballfield bleachers at Valley Park , George Izay Park, and various picnic areas and playgrounds throughout the City. The Contractor’s familiarity with the City’s parks, coupled with the exceptional services they provided, led staff to identify Landscape Structures, Inc. as the preferred vendor.

For this project, the Department is seeking to utiliz e a Cooperative Purchasing Agreement, an alternate delivery method that allows the City to leverage another public agency’s competitive bid process. This reduces the cost of goods and services by aggregating the purchasing power of public agencies nationwide, awarding contracts to companies offering the best value. The process eliminates much of the time required for a traditional bid and is ideal for shade structure equipment and installation, as manufacturers offer proprietary equipment. This method also helps streamline the project timeline and provides nationwide pricing, with manufacturers typically offering an 8% price reduction. This process is an optimal method for procuring the shade structure installation, offering flexibility and reduced costs.

Under Burbank Municipal Code (BMC) § 2-2-116, subdivisions I and J, Council may waive the requirement for competitive bidding by Resolution, finding that it is in the City’s best interest and awarding the contract to the proposer offering the best value as defined in the solicitation.

The Contractor submitted their proposal under the City’s existing Sourcewell cooperative agreement (Sourcewell Contract No. 010521- LSI). Sourcewell offers cooperative procurement opportunities to participating public entities and selected Landscape Structures as a vendor through a national competitive bidding process. BMC § 2-2- 111 allows the City to secure contractors through cooperative purchases when advantageous.

The design- build delivery method will facilitate smoother coordination of design, demolition, and installation. With one contractor responsible for both design and funding to add new shade structures to ballfields at multiple park locations . These construction, staff anticipates the p roject will be completed on time and within budget.

Attachment 1
ATTACHMENT 1-2
30 3
Landscape Structures' versatility and proven track record will help ensure the p roject is delivered efficiently without impacting the construction timeline.

If the proposed resolution is approved, the project will commence in January 2026 and completed by May 2026.

Design Immunity
To invoke design immunity protection under California Government Code § 830.6, Council or an employee exercising discretionary authority must approve the final plans and specifications for a project prior to construction. BMC § 2-2-104 grants certain employees such discretionary authority over technical specifications, plans, and drawings.

In a traditional design-bid-build project, design or plan approval often occurs when Council awards the construction project after bidding. However, in a design-build project, final plans and specifications are not completed until after Council’s approval. Therefore, staff requests that the Council delegate the authority to approve the final plans and specifications to the Parks and Recreation Director.

ENVIRONMENTAL REVIEW
Staff recommends Council find the Project Categorically Exempt from environmental review under California Code of Regulations (CCR), Title 14, §§ 15301, 15302, 15303, and 15311. Specifically, CCR, Title 14, § 15301 exempts activities involving the operation, repair, maintenance, permitting, leasing, licensing, or minor alteration of existing public structures, facilities, mechanical equipment, or topographical features, involving negligible or no expansion of existing or former use ; § 15302 exempts activities pertaining to replacement or reconstruction of existing structures and facilities, where the new structures and facilities will be located on the same site and will have substantially the same purpose and c apacity as the structures and facilities being replaced; § 15303 exempts activities involving the construction and location of limited numbers of new, small facilities or structures, installation of small new equipment and facilities in small structures, and the conversion of existing small structures from one use to another where only minor modifications are made in the exterior of the structure; and § 15311 exempts activities consisting of construction, or placement of minor structures accessory to (appurtenant to) existing commercial, industrial, or institutional facilities . The shade structures will be shading the existing bleacher areas and will involve negligible or no expansion of capacity.

FISCAL IMPACT
The total contract price is $229,245.05. There will be no fiscal impact resulting from the recommended action as the Gross Ballfield Shade Structure Project was approved in the FY 2025- 2026 Adopted Budget. Sufficient funds are available in the following pr oject Attachment 1
ATTACHMENT 1-3
31 4
account: 127.PR21A.70003.0000.25124 (Public Improvements, Facility Planning and Development, Park Improvements, Gross Ballfield Shade Structure).

CONCLUSION
The approval of the resolution to execute a design- build contract with Landscape Structures will enable the City to enhance the Park ballfields by providing much- needed shade structures. These structures offer numerous benefits, including improved safety and comfort for players and spectators by protecting them from UV rays and extreme heat. They will enhance player performance, and create a more enjoyable experience for fans, potentially encouraging longer attendance at games. Additionally, shade structures increase the facility's appeal and usage, which could generate higher revenue t hrough increased demand for field rentals and community events. Overall, the shade structures will contribute to a safer, more comfortable, and sustainable environment for athletes, spectators, and the broader community.

ATTACHMENTS
Attachment 1 – Resolution
Attachment 2 – Sourcewell Proposal
Attachment 3 – Rendering
Attachment 1
ATTACHMENT 1-4
32 1
RESOLUTION NO. 25-29,664

A RESOLUTION OF THE COUNCIL OF THE CITY OF

BURBANK AUTHORIZING THE CITY MANAGER TO

EXECUTE A DESIGN -BUILD CONTRACT WITH
LANDSCAPE STRUCTURES, INC. AND DELEGATING

AUTHORITY TO APPROVE PLANS AND SPECIFICATIONS
FOR SHADE STRUCTURES AT ROBERT E. GROSS PARK

BALLFIELDS
T
HE COUNCIL OF THE CITY OF BURBANK FINDS:

A. S
ection 1205 of the Burbank City Charter and Burbank Municipal Code section 2-2-111 provide that the City Council may waive formal competitive bidding by resolution and approve alternat ive project delivery methods such as a “cooperative agreement” to award public works construction projects when it is in the best interests of the City.

B. T
he cooperative agreement allows the City to utilize another public agency’s bid, which includes language that the public agency is bidding on behalf of the member of the Cooperative, nationwide. This streamlines the project timeline as it reduces the cost of goods and services by aggregating the purchasing power of public agencies nationwide, and eliminates the extra time needed for a bid solicitation process .

C. The cooperative agreement is an acceptable and preferable method of procurement for shade structure equipment and installation, as each manufacturer provides proprietary equipment.

D. T
he ballfield shade structures located at Robert E. Gross Park need replacement. As a result, the City’s Parks and Recreation Department (“Department”) , solicited a proposal under a cooperative purchasing agreement to select a firm to replace the ballfield shade structures at the Robert E. Gross Park Ballfields (“Project”).

E. T
he design- build project delivery method has gained favor in the construction industry because it facilitates the coordination of civil, structural , and electrical engineering in all phases of project design and construction, minimizes change orders through early collaboration between design and construction disciplines, and reallocates design liability, project management , and other risks from the City to the selected contractor.

F. A
s a result, the Department desires to utilize the design- build project delivery method to complete the Project. The design-build method is both appropriate for this Project and in the best interests of the City due to the benefits outlined above. In furtherance of the Project, the Department, in conjunction with the Purchasing Manager, solicited a proposal from a design- build firm under an existing cooperative purchasing agreement to complete the Project. A proposal was received by Landscape Structures, ATTACHMENT 1-5
33 25-29,664
2 Inc., and independently evaluated by City staff pursuant to the City’s normal competitive purchasing procedures.

T
HE COUNCIL OF THE CITY OF BURBANK RESOLVES:

1. P
ursuant to Burbank Municipal Code section 2-2- 116(I) and (J), the City Council hereby approves performing the Project using the cooperative agreement method of project delivery. Accordingly, the City Council hereby waives the traditional competitive bidding process as outlined in Burbank Municipal Code § 2-2-116 as it is determined that the cooperative purchasing agreement delivery method accompanied by a competitive proposal solicitation process is in the best interests of the City.

2. T
he design-build contract between the City and Landscape Structures, Inc. (“Contract”), for the design and construction of the Project, on file at the City Council Office and the Purchasing Division, are approved with such modifications as may be deemed appropriate by the City Manager or his designee.

3. T
his Project has been determined to be Categorically Exempt from environmental review under the California Environmental Quality Act (CEQA) , pursuant to the California Code of Regulations, Title 14, Sections 15301, 15302, 15303, and 15311.

Section 15301 exempts activities involving the operation, repair, maintenance, permitting, leasing, licensing, or minor alteration of existing public structures, facilities, mechanical equipment, or topographical features, involving negligible or no expansion of existing or former use; Section 15302 exempts activities pertaining to replacement or reconstruction of existing structures and facilities, where the new structures and facilities will be located on the same site and will have substantially the same purpose and capacity as the structures and facilities being replaced ; Section 15303 exempts activities involving the construction and location of limited numbers of new, small facilities or structures, installation of small new equipment and facilities in small structures, and the conversion of existing small structures from one use to another where only minor modifications are made in the exterior of the structure; and Section 15311 exempts activities consisting of construction, or placement of minor structures accessory to (appurtenant to) existing commercial, industrial, or institutional facilities.

4. T
he current total construction budget of the Project is estimated to be $362,486 but may be adjusted by the City Manager or his designee up to the total budgeted amount for the Project.

5. T
he City Manager or his designee is authorized to execute an agreement with Landscape Structures , Inc. for the replacement of the existing ballfield shade structures at the Robert E. Gross Park Ballfields, and the City Clerk is authorized to attest.

ATTACHMENT 1-6
34 25-29,664
3 6. The Cooperative Agreement shall be retained as a permanent record.

PASSED
and ADOPTED this 18th day of November 2025.
_s/ Nikki Perez_______________
Nik ki Perez
Mayor
A
pproved as to Form:

Attest: Office of the City Attorney
_s/Kimberley Clark_ ____________ By: _s/Sei-Hee Park__________ Kimberley Clark, City Clerk Sei-Hee Park
Assistant City Attorney
S

TATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) ss.

CITY OF BURBANK )
I,
Kimberley Clark, City Clerk of the City of Burbank, do hereby certify that the foregoing Resolution was duly and regularly passed and adopted by a vote of the Council of the City of Burbank at its regular meeting held on the 18th day of November 2025, by the following vote:

AYES:

Anthony, Mullins, Rizzotti, Takahashi, and Perez.

N
OES: None.

ABSEN
T: None.
_s/Kimberley Clark_ ______________
Kimberley Clark, City Clerk
ATTACHMENT 1-7
35 Customer Information
CONTACT:

PHONE
FAX: F.O.B.
email: FREIGHT
SHIP TO:

Maintenance
Kit/Info ? TERMS (Subject To Credit Approval By LSI)
BILL TO: SHIPPING TIME
We are pleased to submit this proposal to supply the following items:

QTY ITEM NO. DESCRIPTION UNIT WT UNIT PRICE WEIGHT
2 1189957-01-01 51,575.00 - 103,150.00$ T - -$
- -$
- -$
- -$
1 Discount (8,252.00) - (8,252.00)$ T
1 Discount (214.70) - (214.70)$
1 Labor 108,385.00 - 108,385.00$
- - -$
1 Service 1,055.00 - 1,055.00$
- -$
1 Service 2,003.00 - 2,003.00$
- -$
- -$
1 Bonds 6,677.00 - 6,677.00$
- -$
- -$
- -$
Total Weight -
ORDER ONLY UPON APPROVAL BY LANDSCAPE STRUCTURES, INC. CUSTOMER SUBTOTAL MATERIAL 212,803.30$ RECEIPT OF AN ORDER ACKNOWLEDGEMENT CONSTITUTES SUCH APPROVAL.

INSTALLATION See Above

ACCEPTED BY CUSTOMER DATE
FREIGHT 6,500.00$

PRINT NAME
9/22/25 10.50% SALES TAX 9,941.75$

PROPOSED BY LSI REPRESENTATIVE DATE
TOTAL 229,245.05$

PRINT NAME
Survey/Utility Mapping
SkyWays Joined Slanted Cantilever
6 Columns + 5 HDPE Tops / Approx. 1188 Sq. Ft.
incl. electronic stamped dwgs
Robert E Gross Bleacher Shade
LSI Equipment
Services
Install 6-Column Joined Cantilever Shade qty 2
Destination
TBD
Net 30 days upon credit approv., deposit may be required 150 N. Third Street - 3rd Floor
Parks and Recreation Administrative Offices

EXTENDED AMT
Parks and Recreation Administrative Offices
City of Burbank
(818) 238-5300
Burbank, CA 91506
2800 Empire Ave
City of Burbank - Robert E Gross Bleacher
Pricing Good for 60 days from Date of Proposal
Burbank, CA 91502
Permits not included
Survey Documents
Scott Anderson, Sales Representative
Discount
Discount
Standard Terms and Conditions for Installation Apply

SIGNATURE BELOW ACCEPTING THIS PROPOSAL WILL CONSTITUTE A PURCHASE Payment & Performance Bonds

PROPOSAL
Sourcewell Contract No. 010521 -LSI
Prepaid Collect

ALL PURCHASE ORDERS, CONTRACTS, AND
CHECKS TO BE MADE OUT TO:

LANDSCAPE STRUCTURES, INC.
601 7TH STREET SOUTH
DELANO, MN 55328 U.S.A.
763-972-3391 800-328-0035
Attachment 1
ATTACHMENT 1-8
36 CP041080
SCALE 1/120
Skyways
by Landscape Structures Inc.
8131 Forney Rd.

Dallas TX, 75227
playlsi.com
Quality approval:

Drawn by:

Approved by:

Drawing:

Sheet No.:
1/1/2050 XX Work In Progress (PS)
TM
DG
A For Approval 09/24/25
TM
100-2025-518 1189957-01-02 CP041080
DG
Slanted Cantilever
1189957-01-02
Robert E. GrossBleacher
Burbank, CA
Project No.

Sheet title
Sheet Size:

Reference Scale:
1" 1/2" 1/2" 1/2"
# Revision Date By
Stamp:

Project Info.:
'D' 34"x22"
1 Revisions

GENERAL NOTES

7. FABRIC NOTES:

4. EXECUTION:

5. CONCRETE:

6. STEEL CABLES:
i. 28 DAY STRENGTH: f'c=4,500 PSI (MIN.)
ii. AGGREGATE: HR
iii. SLUMP: 3-5
iv. TYPE II/V PORTLAND CEMENT SHALL CONFORM TO ASTM C-150 v. AGGREGATE SHALL CONFORM TO ASTM C-33
vi. NO AIR REQUIRED
a. STRUCTURAL WIRE ROPE CABLES SHALL CONFORM TO THE LATEST REVISION OF ASTM A 603, "STANDARD SPECIFICATION FOR ZINC-COATED STEEL STRUCTURAL WIRE ROPE."
b. STRUCTURAL STRAND CABLES SHALL CONFORM TO THE LATEST REVISIONS OF A 586, "STANDARD SPECIFICATION FOR ZING-COATED PARALLEL AND HELICAL STEEL WIRE STRUCTURAL STRANDS. c. SEVEN WIRE PRE-STRESSING STRANDS SHALL CONFORM TO THE LATEST REVISION OF ASTM A 416, "STANDARD SPECIFICATION FOR UNCOATED SEVEN WIRE STRESS RELIEVED STRAND FOR PRE-STRESSED CONCRETE" AND SHALL BE GRADE 270.
d. WIRE ROPE CABLE SHALL BE 7X19 STRAND CORE GALVANIZED WIRE ROPE WITH A BREAKING STRENGTH VALUE OF:
i. 1/2" DIAMETER=12 TONS
ii. 3/8" DIAMETER=14,400 LBS
iii. 1/4" DIAMETER=7,000 LBS
e. CABLES SHALL BE FED THROUGH THE FABRIC SLEEVES AROUND THE PERIMETER OF THE CANOPY AND TENSIONED UNTIL THE FABRIC PANELS (DESIGNED PURPOSELY UNDERSIZED) REACH A TAUGHT APPEARANCE. ANY LONG-TERM CABLE SAG SHALL BE MINIMIZED DURING THE MAINTENANCE RE-TIGHTENING VISITS AS REQUIRED. a. CONCRETE WORK SHALL BE EXECUTED IN ACCORDANCE WITH THE LATEST EDITION OF THE AMERICAN CONCRETE INSTITUTE BUILDING CODE.
b. CONCRETE SPECIFICATIONS SHALL BE AS FOLLOWS:
c. ALL CONCRETE STEEL REINFORCEMENT SHALL CONFORM TO ASTM A-615 GRADE 60. d. REINFORCING STEEL SHALL BE DETAILED, FABRICATED, AND PLACED IN ACCORDANCE WITH THE LATEST ACI DETAILING MANUAL AND RSI MANUAL OF STANDARD PRACTICE.
e. REINFORCING CONCRETE COVER SHALL BE 3" MIN.
f. ALL CAST-IN-PLACE CONCRETE SHALL BE COMPACTED USING HIGH FREQUENCY VIBRATING EQUIPMENT. g. TOP OF PIERS ARE DESIGNED NON-CONSTRAINED.
h. ALL ANCHOR BOLTS SET IN CONCRETE SHALL COMPLY WITH ASTM F-1554 GRADE 55 i. ALL NON-SHRINK GROUT SHALL HAVE A MINIMUM 28 DAYS COMPRESSIVE STRENGTH OF 5000 PSI AND SHALL COMPLY WITH THE REQUIREMENTS OF ASTM C-109, ASTM C939, ASTM C1090 WHEN APPLICABLE. j. PRIOR TO INSTALLATION OF FOUNDATION, INSTALLER SHALL VERIFY SOILS APPEAR TO BE CAPABLE BEARING SOILS AND ARE NOT MUDDY, LIQUIDY, OR ANY OTHER FORM OF NON-LOAD BEARING SOIL. k. IT IS NOT PERMITTED TO FORM PIERS USING SONOTUBE OR CASING WITHOUT PRIOR WRITTEN APPROVAL FROM ENGINEER OF RECORD.

a. STEEL FABRICATOR SHALL PROVIDE EFFECTIVE, FULL TIME QUALITY CONTROL OVER ALL FABRICATION ACTIVITIES. b. VISUAL INSPECTION SHALL BE PERFORMED TO ENSURE ALL WELDS CONFORM TO AWS STANDARDS. c. GRIND SMOOTH ALL SHARP EDGES AND CORNERS
a. ALL WELDS SHALL BE CONTINUOUS WHERE LENGTH IS NOT GIVEN. b. ALL WELDS SHALL DEVELOP THE FULL STRENGTH OF THE WEAKER MEMBER. ALL WELDS SHALL BE MADE USING E70XX .035 OR .045 WIRE.
c. ALL WELDED JOINTS SHALL CONFORM TO AWS PRE-QUALIFIED WELDED JOINTS AS DESIGNATED BY THE STANDARD WELD SYMBOLS AND TERMS AS SHOWN ON THE DRAWINGS. d. WELDS SHALL BE MADE ONLY BY OPERATORS WHO HAVE BEEN PREVIOUSLY QUALIFIED BY TESTS, AS PRESCRIBED IN THE LATEST EDITION OF THE AMERICAN WELDING SOCIETY, D1.1, "STRUCTURAL WELDING CODE", TO PERFORM THE TYPE OF WORK REQUIRED.
e. SHOP CONNECTIONS SHALL BE WELDED U.N.O. FIELD CONNECTIONS SHALL BE BOLTED AS INDICATED ON THE DRAWINGS. WELDING OF FIELD CONNECTIONS SHALL NOT BE ACCEPTED WITHOUT WRITTEN CONSENT FROM THE EOR.
f. ALL FILLET WELDS SHALL BE A MINIMUM OF 3/16" UNLESS OTHERWISE NOTED. g. ALL HIGH STRENGTH BOLTS SHALL COMPLY WITH A325 OR EQUIVALENT. h. ALL HIGH STRENGTH NUTS SHALL COMPLY WITH A563C OR EQUIVALENT. i. ALL HIGH STRENGTH WASHERS SHALL COMPLY WITH F436-1 OR EQUIVALENT. j. ALL STAINLESS STEEL BOLTS SHALL COMPLY WITH ASTM F-593, ALLOY GROUP 1 OR 2 OR EQUIVALENT. k. ALL STAINLESS STEEL NUTS SHALL COMPLY WITH ASTM F-594 ALLOY GROUP 1 OR 2 OR EQUIVALENT. l. ALL STAINLESS STEEL WASHERS SHALL CONFORM TO TYPE 18-8 OR EQUIVALENT. m. ALL LOCK WASHERS SHALL BE SPLIT-RING
n. COMMON SPRING LOCK WASHERS SHALL CONFORM TO ANSI B.18.21.1

BOLTS SHALL BE TIGHETENED TO A SNUG CONDITION
o. TOLERANCES ON HOLES FOR CONNECTIONG PLATES AND BOLTED ELEMENTS IN FIELD SHALL BE +1/16" LARGER THAN THE NOMINAL DIAMETER OF THE BOLT, FOR BASE PLATES IT SHALL BE 1/8" LARGER. BOLT HOLES IN METAL PARTS MAY BE BURNED USING A FLAME CUTTING MACHINE.
p. SPECIAL ATTENTION SHALL BE GIVEN TO WELDS IN AREAS IN DIRECT CONTACT WITH SHADE FABRIC TO ENSURE THAT THESE WELDS ARE GROUND SMOOTH AND DO NOT HAVE SHARP EDGES OR BURRS. q. ALL THREADED ROD SHALL CONFORM TO ASTM A36, OR ASTM A 572, GRADE 50.

3. BOLTS AND WELDS: SHALL CONFORM TO THE FOLLOWING REQUIREMENTS U.N.O a. PIPES SHALL CONFORM TO ASTM A 53, GRADE B, TYPE E OR S. b. STRUCTURAL TUBING SHALL CONFORM TO ASTM A 500, GRADE B/C. c. PLATES AND BARS SHALL CONFORM TO ASTM A 36 OR A 572 GRADE 50. d. TUBING SHALL BE INTERNALLY COATED WITH ZINC AND ORGANIC COATINGS TO PREVENT CORROSION AS MANUFACTURED BY ALLIED TUBE & CONDUIT.
e. PINS SHALL CONFORM TO ASTM A 36, OR ASTM A 588, GRADE 50. ALL PINS SHALL BE GALVANIZED. f. ALL STRUCTURAL STEEL SHALL BE SHOT BLASTED PRIOR TO PAINT g. ALL WORK SHALL BE FREE OF OIL, GREASE, AND MACHINING CHIPS.

2. MATERIALS: MEMBERS SHALL CONFORM TO THE FOLLOWING REQUIREMENTS U.N.O. i. AMERICAN INSTITUTE OF STEEL CONSTRUCTION - "CODE OF STANDARD PRACTICE FOR STEEL BUILDINGS AND BRIDGES."
ii. AMERICAN INSTITUTE OF STEEL CONSTRUCTION - "SPECIFICATION FOR STRUCTURAL STEEL BUILDINGS." iii. AMERICAN INSTITUTE OF STEEL CONSTRUCTION - "SPECIFICATION FOR STRUCTURAL JOINTS USING ASTM A 325 OR A 490 BOLTS."
iv. AMERICAN WELDING SOCIETY - "STRUCTURAL WELDING CODE" AWS D1.1 v. AMERICAN SOCIETY FOR TESTING AND MATERIALS - AS REFERENCED HEREIN. vi. AMERICAN NATIONAL STANDARDS INSTITUTE (ANSI) - AS REFERENCED.

1. GENERAL NOTES:
a. ALL WORK SHALL COMPLY WITH THE LATEST EDITION OF THE FOLLOWING:
b. DO NOT SCALE OFF OF DRAWINGS
GENERAL NOTES:

DESIGN INFORMATION
CODE AND LOADS:

BUILDING CODE: CBC 2022

OCCUPANCY CLASSIFICATION - U (UTILITY & MISCELLANEOUS)

CONSTRUCTION TYPE - IIB

SINGLE STORY STRUCTURE
LOADS:

DEAD LOAD= SELF WEIGHT
LIVE LOAD = 5 PSF
DESIGN WIND LOAD Vult=105 MPH, 0.85 SEC. GUST
EXPOSURE: C
KZT: 1
GROUND SNOW LOADS: 5 PSF
THIS STRUCTURE WAS NOT DESIGNED FOR A FLOOD HAZARD AREA.

SOILS WERE EVALUATED USING VALUES OBTAINED FROM ABOVE REFERENCED BUILDING CODE TABLE 1806.2 AND ASSUMING SOIL TYPE 4. PRIOR TO PLACEMENT OF ANY FOUNDATION ELEMENTS, CONTRACTOR SHALL EXAMINE THE SOIL AND VERIFY THE BEARING STRATA (BOTTOM OF FOOTING) DOES NOT CONTAIN MUD, ORGANIC SILT, ORGANIC CLAYS, PEAT, UNPREPARED FILL, OR ANY FORM OF NON-LOAD BEARING CAPABLE SOILS. IF ANY OF THESE CONDITIONS ARE ENCOUNTERED, CONTRACTOR SHALL NOTIFY SKYWAYS IMMEDIATELY FOR ADDITIONAL RECOMMENDATIONS.

ALLOWABLE BEARING 2000 PSF
LATERAL BEARING: 150 PSF/FT
CABLE TENSION: 700 LBS MIN
a. FABRIC SHALL BE MANUFACTURED BY GALE PACIFIC OR ANY OTHER MANUFACTURER WHO CAN MEET THE SPECIFICATIONS LISTED BELOW.
b. FABRIC SHALL BE POLYETHYLENE MATERIAL
c. THE FABRIC SHALL ACHIEVE AN ULTIMATE TENSILE CAPACITY WHEN TESTED PER ASTM D-5034 IN THE:
d. WARP DIRECTION OF 100 LBS PER INCH AT 66% MAX ELONGATION. e. FILL DIRECTION OF 50 LBS PER INCH AT 33% MAX ELONGATION. f. ACROSS THE SEAM OF STITCHING OF 80 LBS PER INCH AT 80% MAX ELONGATION g. THE FABRIC SHALL RETAIN 80% OF ITS TENSILE AND TEARING STRENGTH AFTER ULTRAVIOLET EXPOSURE PER ASTM G53 USING A 313 NM LIGHT SOURCE FOR 500 HOURS WHILE MOISTENED FOR 1 HOUR EVERY 12 HOURS. h. FABRIC SHALL REQUIRE ANNUAL INSPECTION AND MAINTENANCE. FABRIC SAMPLES OF THE SAME MATERIAL WHICH ARE MAINTAINED AT THE PROJECT SITE SHALL BE TESTED TO BE IN COMPLIANCE WITH ASTM D5034 AND D2261. THE ANNUAL TESTING ON THE APPROVED PLANS SHALL BE COMPARED TO THE FABRIC SPECIFICATIONS INDICATED ABOVE. THE FABRIC SHALL BE REPLACED WHEN THE TEST RESULTS RETURN LESS THAN 50% OF THE ULTIMATE VALUES NOTED ABOVE. i. IT IS REQUIRED THAT THE FABRIC TOP SHALL BE REMOVED PRIOR TO A NATURAL EVENT WHERE THE SNOW AND WIND EXPECTATIONS EXCEEDS THOSE SHOWN UNDER DESIGN INFORMATION. j. A VISUAL INSPECTION LOOKING FOR TEAR AND ABNORMAL WEAR IN FABRIC MATERIAL AND THREAD IS REQUIRED PRIOR TO RE-INSTALLATION. SHADE STRUCTURE MANUFACTURER SHALL BE NOTIFIED IF SIGNIFICANT DAMAGE IS PRESENT BEFORE RE-INSTALLATION.
k. FABRIC MEMBRANES SHALL CONFORM TO FIRE PROPAGATION PERFORMANCE CRITERIA OF NFPA 701, OR HAVE A FLAME SPREAD INDEX NOT GREATER THAN 25 WHEN TESTED IN ACCORDANCE WITH ASTM E 84.

ATTACHMENT 1
ATTACHMENT 1-9
37 PLAN SOUTH ELEVATION
SCALE 1/65 WEIGHT: N/A

PLAN VIEW
SCALE 1/65

PLAN EAST ELEVATION
SCALE 1/65

ISO VIEW
SCALE 1/80

PIER DETAIL VIEW
SCALE 3/4"=1'
Skyways
by Landscape Structures Inc.
8131 Forney Rd.

Dallas TX, 75227
playlsi.com
Quality approval:

Drawn by:

Approved by:

Drawing:

Sheet No.:
1/1/2050 XX Work In Progress (PS)
TM
DG
A For Approval 09/24/25
TM
100-2025-518 1189957-01-02 CP041080
DG
Slanted Cantilever
1189957-01-02
Robert E. GrossBleacher
Burbank, CA
Project No.

Sheet title
Sheet Size:

Reference Scale:
1" 1/2" 1/2" 1/2"
# Revision Date By
Stamp:

Project Info.:
'D' 34"x22"
2 Revisions

PLANS & SECTIONS
N
Plan
N
Plan
1 2
A
3/8"
3/8"
3" COVER
n3'-0"
7'-0"
n3'-0"
1'-1" SQ
1'-7" SQ
6" SURFACING 6" SURFACING
30" MINIMUM ANCHOR EMBED
(12) #8 VERT BARS

EQ DISTRIBUTED AROUND
PERIMETER OF PIER.

MAINTAIN 2" CONC COVER TOP.

MAINTAIN 3" CONC COVER BOT.
#4 STIRUPS
TOP 4 @ 3" O.C.

FOLLOWED BY 4 AT 6" O.C.

FOLLOWED BY OTHER STIRRUPS AT 12" O.C. MAX
ALL STIRRUPS 12" MIN OVERLAP

GROUT OR CONCRETE CAP TO BE INSTALLED AFTER

COLUMN INSTALLATION IN ORDER TO PREVENT
WATER ACCUMULATION. REFERENCE GENERAL NOTES
FOR GROUT LEVELING BED REQUIREMENTS. GROUT

LEVELING BED IS REQUIRED AND SHALL FULLY FILL
VOID BETWEEN BOTTOM OF BASEPLATE & TOP OF PIER. FFE
TOF
SG
9" HOLD
6" SURFACING
1 1/2" BASEPLATE
1 1/2" LEVELING BED
n2'-6" REBAR RING
BPL-1500-A57-STD4-001
Anchor Assembly 1 1/2" x 36" ANCH-1500-36-001
14'-0"
17'-0"
FFE
SG
FFE
SG
17'-8"
3 4
B
C
D
A
B
D
C
2 31 4
56'-9"
56'-7 15/16"
19'-2 3/4" 17'-6 1/4" 20'-0"
19'-7 7/16"
17'- 1/2"
20'-0"
HSS Column 8"x8" x 1/4" Wall
HSS Column 8"x8" x 1/4" WallHSS Column 8"x8" x 1/4" WallHSS Column 8"x8" x 1/4" WallHSS Column 8"x8" x 1/4" Wall HSS Column 8"x8" x 1/4" Wall
Cantilever 8"x6" x 1/4" Wall
Cantilever 8"x6" x 1/4" Wall
Cantilever 8"x6" x 1/4" Wall
Cantilever 8"x6" x 1/4" Wall
Cantilever 8"x6" x 1/4" Wall Cantilever 8"x6" x 1/4" Wall Ridge Rafter n5" x 1/4" Wall
Ridge Rafter n5" x 1/4" Wall
Ridge Rafter n5" x 1/4" Wall
Ridge Rafter n5" x 1/4" Wall
Ridge Rafter n5" x 1/4" Wall
ATTACHMENT 3
ATTACHMENT 1-10
38 1
RESOLUTION NO. 25-29,664

A RESOLUTION OF THE COUNCIL OF THE CITY OF

BURBANK AUTHORIZING THE CITY MANAGER TO

EXECUTE A DESIGN -BUILD CONTRACT WITH
LANDSCAPE STRUCTURES, INC. AND DELEGATING

AUTHORITY TO APPROVE PLANS AND SPECIFICATIONS
FOR SHADE STRUCTURES AT ROBERT E. GROSS PARK

BALLFIELDS

THE COUNCIL OF THE CITY OF BURBANK FINDS:

A. Section 1205 of the Burbank City Charter and Burbank Municipal Code section 2-2-111 provide that the City Council may waive formal competitive bidding by resolution and approve alternat ive project delivery methods such as a “cooperative agreement” to award public works construction projects when it is in the best interests of the City.

B. The cooperative agreement allows the City to utilize another public agency’s bid, which includes language that the public agency is bidding on behalf of the member of the Cooperative, nationwide. This streamlines the project timeline as it reduces the cost of goods and services by aggregating the purchasing power of public agencies nationwide, and eliminates the extra time needed for a bid solicitation process .

C. The cooperative agreement is an acceptable and preferable method of procurement for shade structure equipment and installation, as each manufacturer provides proprietary equipment.

D. The ballfield shade structures located at Robert E. Gross Park need replacement. As a result, the City’s Parks and Recreation Department (“Department”) , solicited a proposal under a cooperative purchasing agreement to select a firm to replace the ballfield shade structures at the Robert E. Gross Park Ballfields (“Project”).

E. The design- build project delivery method has gained favor in the construction industry because it facilitates the coordination of civil, structural , and electrical engineering in all phases of project design and construction, minimizes change orders through early collaboration between design and construction disciplines, and reallocates design liability, project management , and other risks from the City to the selected contractor.

F. As a result, the Department desires to utilize the design- build project delivery method to complete the Project. The design-build method is both appropriate for this Project and in the best interests of the City due to the benefits outlined above. In furtherance of the Project, the Department, in conjunction with the Purchasing Manager, solicited a proposal from a design- build firm under an existing cooperative purchasing agreement to complete the Project. A proposal was received by Landscape Structures, ATTACHMENT 2
39 25-29,664
2 Inc., and independently evaluated by City staff pursuant to the City’s normal competitive purchasing procedures.

THE COUNCIL OF THE CITY OF BURBANK RESOLVES:

1. Pursuant to Burbank Municipal Code section 2-2- 116(I) and (J), the City Council hereby approves performing the Project using the cooperative agreement method of project delivery. Accordingly, the City Council hereby waives the traditional competitive bidding process as outlined in Burbank Municipal Code § 2-2-116 as it is determined that the cooperative purchasing agreement delivery method accompanied by a competitive proposal solicitation process is in the best interests of the City.

2. The design-build contract between the City and Landscape Structures, Inc. (“Contract”), for the design and construction of the Project, on file at the City Council Office and the Purchasing Division, are approved with such modifications as may be deemed appropriate by the City Manager or his designee.

3. This Project has been determined to be Categorically Exempt from environmental review under the California Environmental Quality Act (CEQA) , pursuant to the California Code of Regulations, Title 14, Sections 15301, 15302, 15303, and 15311.

4. The current total construction budget of the Project is estimated to be $362,486 but may be adjusted by the City Manager or his designee up to the total budgeted amount for the Project.

5. The City Manager or his designee is authorized to execute an agreement with Landscape Structures , Inc. for the replacement of the existing ballfield shade structures at the Robert E. Gross Park Ballfields, and the City Clerk is authorized to attest.

ATTACHMENT 2
40 25-29,664
3 6. The Cooperative Agreement shall be retained as a permanent record.

PASSED and ADOPTED this 18th day of November 2025.

_ s
/Nikki Perez_______________
Nikki Perez
Mayor

Approved as to Form:

Attest: Office of the City Attorney

_s
/Kimberley Clark _____________ By: _ s/Sei-Hee Park__________ Kimberley Clark, City Clerk Sei-Hee Park Assistant City Attorney

STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) ss.

CITY OF BURBANK )

I, Kimberley Clark, City Clerk of the City of Burbank, do hereby certify that the foregoing Resolution was duly and regularly passed and adopted by a vote of the Council of the City of Burbank at its regular meeting held on the 18th day of November 2025, by the following vote:

AYES: Anthony, Mullins, Rizzotti, Takahashi, and Perez.

NOES: None.

ABSENT: None.

_s
/Kimberley Clark _______________
Kimberley Clark, City Clerk

ATTACHMENT 2
41 ATTACHMENT 3
RESOLUTION NO. __________

A RESOLUTION OF THE COUNCIL OF THE CITY OF
BURBANK CORRECTING RESOLUTION NO. 25-29,664

AUTHORIZING THE CITY MANAGER TO EXECUTE A

DESIGN-BUILD CONTRACT WITH LANDSCAPE
STRUCTURES, INC. AND DELEGATING AUTHORITY TO

APPROVE PLANS AND SPECIFICATIONS FOR SHADE
STRUCTURES AT ROBERT E. GROSS PARK BALLFIELDS

THE COUNCIL OF THE CITY OF BURBANK RESOLVES:

1. Section 4 of Resolution No. 25-29,664 is amended as follows:

4. The current total construction budget of the Project is estimated to be $229,489.29, but may be adjusted by the City Manager or his designee up to the total budgeted amount for the Project.

2. All other sections set forth in No. 25-29,664 remains in full force and effect.

PASSED and ADOPTED this ______ day of ________, 2026.

__________________________
Tamala Takahashi
Mayor

Approved as to Form:

Attest: Office of the City Attorney

____________________________ By: _______________________ Kimberley Clark, City Clerk Catherine Kim Assistant City Attorney

42 ATTACHMENT 3

STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) ss.

CITY OF BURBANK )

AYES

NOES:

ABSENT:

_____________________________
Kimberley Clark, City Clerk

43 Customer Information
CONTACT:

PHONE
FAX: F.O.B.
email: FREIGHT
SHIP TO:

Maintenance
Kit/Info ? TERMS (Subject To Credit Approval By LSI)
BILL TO: SHIPPING TIME
We are pleased to submit this proposal to supply the following items:

QTY ITEM NO. DESCRIPTION UNIT WT UNIT PRICE WEIGHT
2 1189957-01-01 51,575.00 - 103,150.00$ T - -$
- -$
- -$
- -$
1 Discount (8,252.00) - (8,252.00)$ T - -$
1 Labor 108,385.00 - 108,385.00$
- - -$
1 Service 1,055.00 - 1,055.00$
- -$
1 Service 2,003.00 - 2,003.00$
- -$
- -$
1 Bonds 6,684.00 - 6,684.00$
- -$
- -$
- -$
Total Weight -
ORDER ONLY UPON APPROVAL BY LANDSCAPE STRUCTURES, INC. CUSTOMER SUBTOTAL MATERIAL 213,025.00$ RECEIPT OF AN ORDER ACKNOWLEDGEMENT CONSTITUTES SUCH APPROVAL.

INSTALLATION See Above

ACCEPTED BY CUSTOMER DATE
FREIGHT 6,500.00$

PRINT NAME
9/22/25 10.50% SALES TAX 9,964.29$

PROPOSED BY LSI REPRESENTATIVE DATE
TOTAL 229,489.29$

PRINT NAME
Permits not included
Survey Documents
Scott Anderson, Sales Representative
Discount
Standard Terms and Conditions for Installation Apply

SIGNATURE BELOW ACCEPTING THIS PROPOSAL WILL CONSTITUTE A PURCHASE Payment & Performance Bonds

EXTENDED AMT
Parks and Recreation Administrative Offices
City of Burbank
(818) 238-5300
Burbank, CA 91506
2800 Empire Ave
City of Burbank - Robert E Gross Bleacher
Pricing Good for 60 days from Date of Proposal
Burbank, CA 91502
Destination
TBD
Net 30 days upon credit approv., deposit may be required 150 N. Third Street - 3rd Floor
Parks and Recreation Administrative Offices
Survey/Utility Mapping
SkyWays Joined Slanted Cantilever
6 Columns + 5 HDPE Tops / Approx. 1188 Sq. Ft.
incl. electronic stamped dwgs
Robert E Gross Bleacher Shade
LSI Equipment
Services
Install 6-Column Joined Cantilever Shade qty 2

PROPOSAL
Sourcewell Contract No. 010521 -LSI
Prepaid Collect

ALL PURCHASE ORDERS, CONTRACTS, AND
CHECKS TO BE MADE OUT TO:

LANDSCAPE STRUCTURES, INC.
601 7TH STREET SOUTH
DELANO, MN 55328 U.S.A.
763-972-3391 800-328-0035
ATTACHMENT 4
44 1

STAFF REPORT
DATE: J
anuary 27, 2026
TO: Jus
tin Hess, City Manager
FRO
M: Mandip Kaur Samra, General Manager, Burbank Water and Power VIA: Joseph Lillio, Chief Financial Officer
BY: Stela Kalomian, Financial Planning and Risk Manager SUBJE
CT: Adoption of a Resolution Approving a Clean Energy Purchase Contract for Prepaid Renewable Energy
RECOM

MENDATION
Adopt A RESOLUTION OF THE COUNCIL OF THE CITY OF BURBANK (I) APPROVING

AND AUTHORIZING THE EXECUTION AND DELIVERY OF (A) A CLEAN ENERGY

PURCHASE CONTRACT FOR PREPAID RENEWABLE ENERGY AND (B)

SUPPORTING AGREEMENTS, CONSISTING OF FIVE LIMITED ASSIGNMENTS OF

EXISTING RENEWABLE POWER PURCHASE AGREEMENTS, A CUSTODIAL AGREEMENT, AND A LETTER AGREEMENT; AND (II) AUTHORIZING THE CITY OF BURBANK’S PARTICIPATION IN THE TRANSACTIONS CONTEMPLATED BY THE FOREGOING AGREEMENTS (Attachment 1).

BACKGROUND
In August 2007, following the City Council’s (Council) approval, SCPPA, on behalf of five participants, including BWP, entered into a prepaid natural gas transaction with Goldman Sachs’ commodities group, J. Aron, for a 30-year supply of natural gas. SCPPA procured this gas at a substantial discount. BWP’s share translated into annual savings of approximately $800,000, or about $24 million over the 30- year term. This 2007 transaction marked BWP’s first participation in a prepaid energy deal, which continues to provide benefits equivalent to savings of roughly $0.75 per Million Metric British Thermal Units (MMBtu).

In Apr
il 2024, SCPPA and the City of Anaheim Public Utilities Department (Anaheim) executed a clean energy purchase contract and related agreements designed to achieve cost savings of approximately 15 % per year on existing power purchase agreements .

WATER AND
POWER
Consent Calendar
Item #3
45 2
Anaheim was the first publicly owned utility in California to execute this type of transaction, which has also been utilized by more than a dozen Community Choice Aggregators (CCAs) to generate similar savings. The success of Anaheim’s transaction demonstrated the potential benefits of this structure for other SCPPA members. Consequently, BWP entered into discussions with SCPPA to explore a comparable opportunity to achieve cost savings for Burbank’s customers.

DISCUS
SION
BWP continues to make progress towards meeting state environmental mandates to increase renewable power supplies. To support the state's goals of 60% renewable power by 2030 and 100% carbon-free energy by 2045, while strategically mitigating rate impacts to customers, BWP is proposing a prepaid renewable energy transaction through SCPPA, a twelve-member Joint Powers Authority (JPA) comprised of publicly owned utilities .

SCPPA has previously completed similar financing transactions to achieve e nergy price savings for Anaheim. BWP is participating in the prepay energy deal through SCPPA alongside three other SCPPA members—Pasadena, Vernon, and Colton, which will allow all parties to reach certain economies of scale and greater savings that come from a larger transaction.

Under t
he proposal, BWP would make a limited assignment of its interests under the Tule Hydro P ower Purchase Agreement (P PA). SCPPA would , in turn, make a limited assignment of these interests, along with limited portions of certain SCPPA renewable power purchase agreements to J. Aron, a wholly owned subsidiary of Goldman Sachs & Co. LLC (Goldman Sachs). The limited assignments would allocate a substantial portion, but not all, of BWP’s interests in each of these projects for prepayment.

SCPP
A would issue tax -exempt prepay energy bonds, with Goldman Sachs serving as underwriter. Bond proceeds would be used to make an upfront prepayment for a 30-year supply of electricity under a Master Power Sales Agreement (MPSA) between SCPPA and Aron Energy Prepay 51 LLC, a subsidiary of J. Aron (Electricity Supplier). BWP would subsequently repurchase the renewable energy from SCPPA through a Clean Energy Power Contract (CEPC).

Thi
s structure enables SCPPA to sell energy back to BWP at per-megawatt-hour (MWh) prices, which are discounted from those in the existing PPAs, thereby generating ongoing cost savings. The delivery period will include an initial period and subsequent reset periods (Reset Periods) based on interest rate terms, with the initial period fixed for 5 to 10 years, depending on market conditions . If the available discount percentage for any Reset Period falls below the minimum threshold, typically less than 5% , Burbank may choose not to take the assigned electricity for that period. Instead, the energy would be remarketed for the duration of the Reset Period, and Burbank would revert to its original PPA, continuing to receive renewable energy.
46 3
The E
lectricity Supplier will enter into a Funding Agreement , and use proceeds from SCPPA’s upfront prepayment to fund a depo sit with a Funding Recipient ( which will be selected closer to the time of transaction execution). The Electricity Supplier will receive amounts corresponding to its monthly prepaid purchase obligations. J. Aron, an assignee under the Limited Assignment Agreements ( LAAs), will enter into a long-term Electricity Purchase, Sale and Service Agreement (EPSSA) with the Electricity Supplier. J. Aron will purchase assigned quantities directly from the PPA sellers, sell them to the Electricity Supplier under the EP SSA, and the Electricity Supplier will, in turn, sell that energy to SCPPA under the MPSA. Under the CEPC, SCPPA will then sell the assigned electricity to Burbank at a discount to the PPA price. A flowchart illustrating the transactions within the prepay structure is attached (Attachment 11).

Upon expi
ration of the initially assigned PPAs, Burbank will use commercially reasonable efforts to assign replacement power purchase agreements and will pay SCPPA a market- based index price less a discount for the electricity received under such replacement PPAs.

BWP
, the other participants, SCPPA, J. Aron, and US Bank, as custodian, will also enter custodial agreements (PPA Payment Custodial Agreements) to administer payments to be received by the sellers of assigned electricity (PPA Sellers) pursuant to the assigned PPAs. The PPA Payment Custodial Agreements provide a mechanism for the deposit of funds and an order for the application of payments, together with true-up mechanisms.

The Joint Project Agreement provides a mechanism for the participants in this prepaid renewable energy transaction to coordinate on joint actions, including the creation of a joint project committee, management of the transaction, and billing matters.

The long
-term structure (of the prepaid renewable energy transaction) provides greater budget certainty, supporting long-range planning and rate stability. While some provisions are still being finalized and the precise savings have not yet been determined, similar prepay financings by other California public agencies have yielded savings of 8-18%; however, current market conditions are yielding 8- 12% savings. Any realized savings would allow BWP to reinvest in additional renewable energy resources.

BWP
currently plans to include four existing PPAs —Copper Mountain Solar III, Desert Harvest II, Don Campbell, and Tule Hydro —in the prepay structure. These PPAs were identified as strong candidates due to their relatively higher costs and long remaining contract terms.
• Copper M
ountain Solar III : 250 MW solar photovoltaic project in Clark County , Nevada.
47 4
• Desert Harvest II: 70 MWAC solar project in Riverside County, California. • Don Campbell: 16 MW net-capacity geothermal project in Mineral County, Nevada. • Tule Hydro: 6.4 MW small run-of-river hydroelectric facility on the Tule River in Tulare County, California.

As ot
her renewable PPAs reach commercial operation, BWP will consider additional prepay transactions to capture further savings when market conditions are favorable.

This prepay financing structure has been authorized by the governing boards of 14 other tax-exempt power agencies in California. BWP has closely monitored these transactions to ensure that potential risks are understood and mitigated.

Risk M
itigation
The proposed structure incorporates comprehensive risk mitigation provisions designed to protect BWP and its customers. In the event of adverse circumstances, such as market changes, bankruptcy, or default by a counterparty, all assigned PPAs and their respective terms would revert to BWP. Termination of the MPSA would also terminate the CEPC.

The agreem
ents include “off-ramp” provisions that allow BWP to withdraw from the transaction if the savings fall below an acceptable threshold. The initial discount is guaranteed for the initial period. For subsequent Reset Periods, i f the discount rate declines beyond a defined level, BWP may terminate the LAAs and resume direct control of the PPAs.

If t
he assigned electricity delivered to SCPPA for any month is less than the assigned prepaid quantities, the MPSA requires the Electricity Supplier to make a payment to SCPPA, less any applicable remarketing fee, in lieu of payments SCPPA would have received from the sale of such undelivered quantities to the respective project participant.

Additionally, the MPSA and CEPC provide that if Burbank lacks sufficient demand for assigned prepay quantities, it may request , or be deemed to request , the Electricity Supplier to remarket a portion of the prepaid electricity.

To co
nvert variable market proceeds into fixed amounts that correspond with fixed bond debt service, SCPPA and the Electricity Supplier will enter into commodity price swaps, each administered under separate swap custodial agreements. These contain provisions designed to mitigate risks to SCPPA and the bondholders to administer payments under the respective commodity swaps in the event that the commodity swaps are triggered.

Counterpar
ty risk is further mitigated by SCPPA’s appointment of a board member to the Electricity Supplier’s governing board with specific consent and voting rights and by protective covenants in the contracts. A governance document among SCPPA participants will also define collective decision-making procedures related to the LAAs. 48 5
The CE
PC and LAAs contain customary provisions for default and termination. To the extent that Burbank is not the defaulting party, it will not be liable for additional payments other than administrative or legal costs associated with unwinding the transaction.

ENVIR

ONMENTAL REVIEW
The proposed action is a purely administrative and financial transaction that would not cause either a direct physical change in the environment or a reasonably foreseeable indirect physical change in the environment, and therefore is not a “project” as defined in Section 21065 of the California Environmental Quality Act (CEQA) Guidelines and such activity is not subject to CEQA under Section 15060(c)(2) and (c)(3) and Section 15378.

FIS

CAL IMPACT
Potential savings for the Electric Utility Fund are estimated at $ 1 million to $ 1.3 million per year.

CONCLUS
ION
At the January 8, 2026, BWP Board meeting, BWP’s Board members supported the recommendation to approve the clean energy purchase contract for prepaid renewable energy by a 6-0 vote. There was one Board Member absent.

Part
icipation in the proposed renewable energy prepayment transaction represents a prudent and strategic opportunity for BWP to achieve measurable cost savings while advancing state renewable energy mandates and carbon reduction goals. Through its partnership with SCPPA, BWP can leverage tax -exempt financing to lower the effective cost of existing renewable PPAs without compromising operational reliability or energy delivery commitments.

This trans
action structure, successfully implemented by other California public agencies, incorporates robust risk mitigation measures to safeguard BWP’s interests and protect ratepayers. By pursuing this opportunity, BWP is demonstrating financial prudence and responsible stewardship of ratepayer funds. This approach will enhance long-term budget certainty, strengthen rate stability, and create capacity for reinvestment in additional clean energy resources. Approval of the recommended agreements will enable BWP to proceed with a low- risk financing mechanism that supports the City’s ongoing commitment to environmental sustainability and fiscal responsibility.

ATTACHM
ENTS
Attachment 1 – Resolution
Attachment 2 – Limited Assignment Agreement (Copper Mountain—Burbank) Attachment 3 – Limited Assignment Agreement (Desert Harvest—Burbank) Attachment 4 – Limited Assignment Agreement (Don Campbell—Burbank) 49 6
Attachment 5 – Limited Assignment Agreement (Tule Hydro—Burbank/SCPPA) Attachment 6 – Limited Assignment Agreement (Tule Hydro—SCPPA/J. Aron) Attachment 7 – Clean Energy Purchase Contract
Attachment 8 – Custodial Agreement
Attachment 9 – Letter Agreement
Attachment 10 – Project Agreement
Attachment 11 – Flowchart of Prepay Structure
50 ATTACHMENT 1
A1-1
RESOLUTION NO. _________________

A RESOLUTION OF THE COUNCIL OF THE CITY OF

BURBANK (I) APPROVING AND AUTHORIZING THE

EXECUTION AND DELIVERY OF (A) A CLEAN ENERGY

PURCHASE CONTRACT FOR PREPAID RENEWABLE

ENERGY AND (B) SUPPORTING AGREEMENTS,

CONSISTING OF FIVE LIMITED ASSIGNMENTS OF

EXISTING RENEWABLE POWER PURCHASE

AGREEMENTS, A CUSTODIAL AGREEMENT, AND A
LETTER AGREEMENT; AND (II) AUTHORIZING THE CITY
OF BURBANK’S PARTICIPATION IN THE TRANSACTIONS

CONTEMPLATED BY THE FOREGOING AGREEMENTS

THE COUNCIL OF THE CITY OF BURBANK FINDS:

A. WHEREAS, the City of Burbank (“City”) has participated with other members of the Southern California Public Power Authority (“SCPPA”) in examining alternative means by which to finance the purchase of critically necessary renewable energy for compliance with the State’s renewable energy requirements and to fulfill the City’s electric generation responsibilities to its citizens; and

B. WHEREAS, the City has examined and considered the advantages of utilizing a prepayment structure through SCPPA for the financing of renewable energy; and

C. WHEREAS, the City and SCPPA each independently concluded their examinations of the proposed renewable energy prepayment financing structure and selected a renewable energy supplier (J. Aron & Company LLC, “J. Aron”) to implement the proposal; and

D. WHEREAS, in connection with such financing, it is contemplated that the City will assign to SCPPA certain rights and obligations of the City in its Renewable Power Purchase and Sale Agreement (the “Tule Hydro PPA”) with Tule Hydro, LLC (“Tule Hydro”) (the “Tule Hydro Assignment”) and to consent to SCPPA’s assignment of certain rights and obligations of the City’s Power Sales Agreements in connection with the Renewable Power Purchase and Sale Agreement (the “ Copper Mountain PPA”) with Copper Mountain Solar 3, LLC (“Copper Mountain”), the Renewable Power Purchase and Sale Agreement (the “Desert Harvest PPA”) with Desert Harvest II LLC (“Desert Harvest”), its Renewable Power Purchase and Sale Agreement (the “Don Campbell PPA”, and together with the Tule Hydro PPA, the Copper Mountain PPA, the Desert Harvest PPA and the Don Campbell PPA, collectively, the “Assigned PPAs”) with ORNI 47 LLC (“ORNI 47”), and its interest under the Tule Hydro Assignment, including the City’s right and obligation to purchase electric energy 51 ATTACHMENT 1
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under the Assigned PPAs; and

E. WHEREAS, a Clean Energy Purchase Contract between the City and SCPPA (the “Clean Energy Purchase Contract”) will provide for terms under which the City will pay for and be entitled to the energy provided by SCPPA relating to the Assigned PPAs;

F. WHEREAS, the foregoing transactions are purely administrative and financial and would not cause either a direct physical change in the environment or a reasonably foreseeable indirect physical change in the environment, and therefore is not a “project” as defined in Section 21065 of the California Environmental Quality Act (CEQA) Gui delines and such activity is not subject to CEQA under Section 15060(c)(2) and (c)(3) and Section 15378; and

G. WHEREAS, the City desires to participate in the proposed renewable energy prepayment financing structure to finance the purchase of renewable energy, comply with State renewable energy requirements, and fulfill its responsibilities to provide reliable electric energy to its citizens, and desires to enter into the Prepay Agreements (as defined below).

THE COUNCIL OF THE CITY OF BURBANK RESOLVES:

1. In accordance with the City Charter and the laws of the City, the City Council hereby approves, in substantial form, the following agreements (collectively, the “Prepay Agreements”), each of which in substantial form is on file with the City Clerk:

a. A Limited Assignment Agreement with SCPPA, assigning to SCPPA certain of the City’s rights and obligations to receive and pay for renewable energy and associated resources under the Copper Mountain PPA;

b. A Limited Assignment Agreement with SCPPA, assigning to SCPPA certain of the City’s rights and obligations to receive and pay for renewable energy and associated resources under the Desert Harvest PPA;

c. A Limited Assignment Agreement with SCPPA, assigning to SCPPA certain of the City’s rights and obligations to receive and pay for renewable energy and associated resources under the Don Campbell PPA;

d. A Limited Assignment Agreement with SCPPA, assigning to SCPPA certain of the City’s rights and obligations to receive and pay for renewable energy and associated resources under the Tule Hydro PPA;

e. A Limited Assignment Agreement with SCPPA and J. Aron , assigning to J. 52 ATTACHMENT 1
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Aron certain of the SCPPA’s rights and obligations to receive and pay for renewable energy and associated resources under the Tule Hydro PPA;

f. A Clean Energy Purchase Contract with SCPPA by which SCPPA will sell to the City at discounted prices the prepaid renewable energy and associated resources generated by the Assigned PPAs;

g. A Custodial Agreement with J. Aron and U.S. Bank Trust Company, National Association, as custodian, to establish bank accounts for and administer payments to Assigned PPAs in satisfaction of performance under their respective PPAs;

h. A Joint Project Agreement among SCPPA and all prepay participants, governing the allocation of excess funds at each year -end and other joint SCPPA/prepay participant matters; and

i. A Letter Agreement with SCPPA, providing that the parties may terminate the Limited Assignment Agreements only upon certain specified events.

2. The City Council hereby finds that the entering into the Prepay Agreements and the transactions contemplated therein are purely administrative and financial and would not cause either a direct physical change in the environment or a reasonably foreseeable indirect physical change in the environment, and therefore is not a “project” as defined in Section 21065 of the California Environmental Quality Act (CEQA) Gui delines and such activity is not subject to CEQA under Section 15060(c)(2) and (c)(3) and Section 15378.

3. The City Council hereby authorizes BWP’s General Manager to execute and deliver and to consent to SCPPA’s execution and delivery of each of the Prepay Agreements with such changes, insertions, and omissions as shall be approved by BWP’s General Manager and the City Attorney’s Office.

4. The City Council hereby authorizes BWP’s General Manager to execute and deliver any and all other agreements, undertakings, documents, and instruments and to do and cause to be done any and all acts and things necessary or advisable for (1) carrying out the transactions contemplated by the Prepay Agreements and this Resolution, including actions needed to facilitate SCPPA in its financing of the prepayment for the City’s benefit and the authority to make elections under the Prepay Agreements , and (2) complying with and performing the City’s obligations under the Prepay Agreements.

5. The City Council authorizes the City Clerk to attest BWP’s General Manager’s signatures.

53 ATTACHMENT 1
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6. This Resolution shall become effective immediately.

PASSED AND ADOPTED this ____day of _______________, 2026.

Tamala Takahashi
Mayor

Approved as to Form:

Attest: Office of the City Attorney

By: _________________________
Kimberley Clark, City Clerk Christopher Chwang
Senior Assistant City Attorney

STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) ss.

CITY OF BURBANK )

I, Kimberley Clark, City Clerk of the City of Burbank, do hereby certify that the foregoing Resolution was duly and regularly passed and adopted by the Council of the City of Burbank at its regular meeting held on the _day of ___________, 2026, by the following vote:

AYES:

NOES:

ABSENT:

________________________
Kimberley Clark, City Clerk

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LIMITED ASSIGNMENT AGREEMENT
(COPPER MOUNTAIN—BURBANK)
This Limited Assignment Agreement ( Copper Mountain—Burbank) (this “Assignment Agreement” or “Agreement”) is entered into as o f [], 2025 by and among Copper Mountain Solar 3, LLC, a Delaware limited liability company (“PPA Seller”), Southern California Public Power Authority, a joint powers agency and a public entity organized under the laws of the State of California created under the provisions of the Act and the Joint Powers Agreement (“PPA Buyer”), and J. Aron & Company LLC, a New York limited liability company (“J. Aron”), and relates to that certain power purchase agreement (the “PPA”) between PPA Buyer and PPA Seller as described in Appendix 1. Unless the context otherwise specifies or requires, capitalized terms used but not defined in this Agreement have the meanings set forth in the PPA.

In
consideration of the premises above and the mutual covenants and agreements herein set forth, PPA Seller, PPA Buyer and J. Aron (the “Parties” hereto; each is a “Party”) agree as follows:

Aron fails to pay the Delivered Product Payment Obligation for any Assigned Products by the due date for payment set forth in the PPA, notwithstanding anything in this Agreement to the contrary, PPA Buyer agrees that it wi
ll remain responsible for such
payment, and that it will be a Default pursuant to Section 13.1(a) of the PPA if PPA Buyer does not make such payment, within thirty (30) days of receiving notice of such non-payment from PPA Seller.

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(c) J. Aron hereby accepts and PPA Seller hereby consents and agrees to the assignment, transfer, conveyance and delegation described in clauses (a) and (b) above. J. Aron hereby agrees to perform any such Assigned Rights and Obligations due from it during the Assignment Period to the extent expressly set forth in this Agreement.

(d) All scheduling of Assigned Products and other communications related to the PPA shall take place pursuant to the terms of the PPA; provided that (i) title to Assigned Products will pass from PPA Seller to J. Aron upon delivery by PPA Seller of Assigned Products at the Assigned Delivery Point in accordance with the PPA; (ii) PPA Buyer and its designee as Scheduling Coordinator under the PPA are each hereby authorized by J. Aron and shall act as J. Aron’s agent with respect to scheduling Assigned Products; (iii) PPA Buyer will provide copies to J. Aron of any Force Majeure Notice or notice of Default, or default, breach or other occurrence that, if not cured within the applicable grace period, could result in a Default contemporaneously upon delivery thereof to PP A Seller and promptly after receipt thereof from PPA Seller; (iv) PPA Buyer will provide copies to J. Aron of forecasts provided to PPA Buyer pursuant to Section 4.5 of the PPA; (v) PPA Seller will provide copies to J.

Aron of all invoices and supporting data provided to PPA Buyer pursuant to Section

11.2(b) of the PPA, provided that any payment adjustments or subsequent reconciliations occurring after the date that is ten (10) days prior to the payment due date for a monthly invoice, including pursuant to Section 11.3 of the PPA, will be resolved solely between PPA Buyer and PPA Seller and therefore PPA Seller will not be obligated to deliver copies of any communications relating thereto to J. Aron; and (vi) PPA Buyer and PPA Seller, as applicable, will provide copies to J. Aron of any other information reasonably requested by J. Aron relating to the Assigned Products.

Notwithstanding any other provision of this Assignment Agreement, PPA Buyer and its designee as Scheduling Coordinator under the PPA each shall be entitled to retain for its own account all amounts payable by the California Independent Service Operator, or its successor (“CAISO ”) to either of them associated with the delivery of the Assigned Products to CAISO.

(e) [PPA Seller acknowledges that (i) J. Aron intends to immediately transfer title to any Assigned Products received from PPA Seller through one or more intermediaries such that all Assigned Products will be ultimately delivered to the City of Burbank, and (ii) in the event that the City of Burbank fails to pay the relevant intermediary entity for any such Assigned Products, the receivables owed by the City of Burbank for such Assigned Products (“ City of Burbank Receivables”) may be transferred to J. Aron.

To the extent any such City of Burbank Receivables are transferred to J. Aron, J. Aron may transfer such City of Burbank Receivables to PPA Seller and apply the face amount thereof as a reduction to any Delivered Product Payment Obligation. Without prejudice to PPA Buyer’s retained payment obligations under Section 1(b) above, PPA Seller shall be entitled to pursue collection on such City of Burbank Receivables directly against the City of Burbank following the transfer of such City of Burbank Receivables by J. Aron to PPA Seller; provided, however, that upon payment to PPA ATTACHMENT 2
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Seller of any such amounts by either of PPA Buyer or the City of Burbank, PPA Seller shall have no further claim for such amounts.]1

(f) On or before the commencement of the Assignment Period, J. Aron shall cause The Goldman Sachs Group, Inc. (“ Guarantor”) to issue, in favor of PPA Seller, a guaranty of J. Aron’s payment obligations under this Assignment Agreement substantially in the form of Appendix 3 attached hereto (the “Guaranty”). PPA Seller may draw upon, apply, or make demand under the Guaranty to recover any unpaid amounts not timely paid as set forth herein.

(g) T
he Assigned Prepay Quantity set forth in Appendix 2 relates to obligations by and between J. Aron and PPA Buyer and, except as otherwise expressly set forth herein, has no impact on PPA Seller’s rights and obligations under the PPA.

2. Assignment Early Termination.

(a) The Assignment Period may be terminated early upon the occurrence of any of the following:

(1) delivery of a written notice of termination specifying a termination date by either J. Aron or PPA Buyer to each of the other Parties;

(2) delivery of a written notice of termination specifying a termination date by PPA Seller to each of J. Aron and PPA Buyer following J. Aron’s failure to pay when due any amounts owed to PPA Seller in respect of any Delivered Product Payment Obligation and such payment is not made by J. Aron within [thirty (30)]
2 days following the later of receipt of written notice by J. Aron and PPA Buyer;

(3) delivery of a written notice by PPA Seller if any of the events described in the definition of Bankruptcy in the PPA occurs with respect to J. Aron; or

(4) delivery of a written notice by J. Aron if any of the events described in in the definition of Bankruptcy in the PPA occurs with respect to PPA Seller.

(b) T
he Assignment Period will end at the end of the last delivery hour on the date specified in the termination notice provided pursuant to Section 2 (a) of this Assignment Agreement, which date shall not be earlier than the end of the last day of the calendar month in which such notice is delivered if termination is pursuant to clause (a)(1) or (a)(2) above. All Assigned Rights and Obligations shall revert from J. Aron to PPA Buyer upon the early termination of the Assignment Period, provided that (i) J. Aron shall remain responsible for the Delivered Product Payment Obligation with respect to any Assigned Product s delivered to J. Aron or for the benefit of J.

1 NTD: This section has been restored consistent with recently executed limited assignment agreements involving RWE and J. Aron.
2 NTD: The 30-day cure period aligns with the PPA.

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Aron by PPA Seller prior to the end of the Assignment Period, and (ii) any legal restrictions on the effectiveness of such reversion (whether arising under bankruptcy law or otherwise) shall not affect the expiration or early termination of the Assignment Period.

(c) The Assignment Period will automatically terminate upon the expiration or early termination of the PPA. All Assigned Rights and Obligations shall revert from J. Aron to PPA Buyer upon the expiration of or early termination of the PPA, provided that (i) J. Aron shall remain responsible for the Delivered Product Payment Obligation with respect to any Assigned Products delivered to J. Aron or for the benefit of J. Aron by PPA Seller prior to the end of the Assignment Period, and (ii) any legal restrictions on the effectiveness of such reversion (whether arising under bankruptcy law or otherwise) shall not affect the expiration or early termination of the Assignment Period.

3. Representations and Warranties. PPA Seller and PPA Buyer represent and warrant to J.

Aron, each with respect to itself only, that as of the date hereof (a) the PPA is in full force and effect; (b) to the best of its knowledge, no event or circumstance exists (or would exist with the passage of time or the giving of notice) that would give either of them the right to terminate the PPA or suspend performance thereunder; and (c) all of its obligations under the PPA required to be performed on or before the date hereof have been fulfilled in all material respects.

4. Notices. Any notice, demand, or request required or authorized by this Assignment Agreement to be given by one Party to another Party shall be delivered in accordance with Section 14.2 of the PPA and to the addresses of each of PPA Seller and PPA Buyer specified in the PPA. PPA Buyer agrees to notify J. Aron of any updates to such notice information, including any updates provided by PPA Seller to PPA Buyer. Notices to J. Aron shall be provided to the following address, as such address may be updated by J. Aron from time to time by notice to the other Parties:

J. Aron & Company LLC
200 West Street
New York, New York 10282-2198
Email: [email protected]

5. Miscellaneous. The following provisions of the PPA are incorporated by reference into this Agreement, mutatis mutandis, as if fully set forth herein: Sections 12.1 (Representations and Warranties of Buyer), 14.14 (Execution in Counterparts), 14.19 ( Damage or De struction; Insurance; Condemnation; Limit of Liability), 14.20 (Severability), 14.21 (Confidentiality), and

14.22 (Mobile- Sierra); provided that the incorporation of Section 14.19 (Damage or Destruction; Insurance; Condemnation; Limit of Liability) by reference into this Agreement shall not limit any Party’s right to recover damages under any express indemnity provisions set forth in this Agreement.

6. U.S. Resolution Stay Provisions.

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(a) As between J. Aron and PPA Buyer, J. Aron and PPA Buyer hereby confirm that they are adherents to the ISDA 2018 U.S. Resolution Stay Protocol (“ISDA U.S. Stay Protocol”), the terms of the ISDA U.S. Stay Protocol are incorporated into and form a part of this Assignment Agreement, and for the purposes of such incorporation, (i) J. Aron shall be deemed to be a Regulated Entity, (ii) PPA Buyer shall be deemed to be an Adhering Party, and (iii) this Assignment Agreement shall be deemed a Protocol Covered Agreement. In the event of any inconsistencies between this Assignment Agreement and the ISDA U.S.

Stay Protocol, the ISDA U.S. Stay Protocol will prevail.

(b) As between J. Aron and PPA Seller:

i. In the event that J. Aron becomes subject to a proceeding under ( A) the Federal Deposit Insurance Act and the regulations promulgated thereunder or (B) Title II of the Dodd- Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder (a “ U.S. Special Resolution Regime ”), the transfer from J. Aron of this Agreement, and any interest and obligation in or under, and any property securing, this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Re solution Regime if this Agreement, and any interest and obligation in or under, and any property securing, this Agreement were governed by the laws of the United States or a state of the United States.

ii. In the event that J. Aron or an Affiliate becomes subject to a proceeding under a U.S. Special Resolution Regime, any Default Rights (as defined in 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable (“Default Right”)) under this Agreement that may be exercised against J. Aron are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.

iii. Notwithstanding anything to the contrary in this Agreement, the Parties expressly acknowledge and agree that:

(1) PPA Seller shall not be permitted to exercise any Default Right with respect to this Agreement or any Affiliate Credit Enhancement that is related, directly or indirectly, to an Affiliate of J. Aron becoming subject to receivership, insolvency, liquidation, resolution, or similar proceeding (an “Insolvency Proceeding”), except to the extent that the exercise of such Default Right would be permitted under the provisions of 12 C.F.R. 252.84, 12 C.F.R. 47.5 or 12 C.F.R. 382.4, as applicable; and

(2) Nothing in this Agreement shall prohibit the transfer of any Affiliate Credit Enhancement, any interest or obligation in or under such Affiliate Credit Enhancement, or any property securing such Affiliate Credit Enhancement, to a transferee upon or following an Affiliate of J. Aron becoming subject to an Insolvency Proceeding, unless the transfer would result in PPA Seller ATTACHMENT 2
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being the beneficiary of such Affiliate Credit Enhancement in violation of any law applicable to PPA Seller.

iv. U .S. Protocol . If PPA Seller adheres to the ISDA U.S. Protocol, the terms of the ISDA U.S. Protocol will supersede and replace the terms of this Section 6(b).

v. D efinitions . For purposes of this Section 6(b):

(1) “Affiliate” is defined in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k).

(2) “Credit Enhancement” means any credit enhancement or credit support arrangement in support of the obligations of J. Aron under or with respect to this Agreement, including any guarantee, collateral arrangement (including any pledge, charge, mortgage or other security interest in collateral or title transfer arrangement), trust or similar arrangement, letter of credit, transfer of margin or any similar arrangement.

7. Governing Law, Jurisdiction, Waiver of Jury Trial.

(a) Governing Law. This Assignment Agreement and the rights and duties of the Parties under this Assignment Agreement will be governed by and construed, enforced and performed in accordance with the laws of the State of California, without regard to conflicts of law principles.

(b) Jurisdiction. All judicial proceedings arising out of or relating to this Assignment Agreement and involving J. Aron shall be brought exclusively in a federal court in the County of Los Angeles in the State of California to the maximum extent permitted by federal jurisdiction and otherwise in any court within the County of Los Angeles with jurisdiction over the matter, and each Party consents to such jurisdiction.

All judicial proceedings arising out of or relating to this Assignment Agreement and only involving PPA Buyer and PPA Seller shall be brought exclusively in a state or federal court in the County of Los Angeles in the State of California, and each Party consents to such jurisdiction.

The Parties irrevocably agree to submit to the exclusive jurisdiction of the respective aforementioned courts in the State of California and waive any defense of forum non conveniens.

(c) Waiver of Right to Trial by Jury. Each Party waives, to the fullest extent permitted by applicable law and provided in the PPA for disputes thereunder, any right it may have to a trial by jury in respect of any suit, action or proceeding relating to this Assignment Agreement.

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IN WITNESS WHEREOF, the Parties have executed this Limited Assignment Agreement (Copper Mountain—Burbank) effective as of the date first set forth above.

COPPER MOUNTAIN SOLAR 3, LLC
a Delaware limited liability company

By:

Name:

Title:

SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY
a joint powers agency and a public entity organized under the laws of the State of California created under the provisions of the Act and the Joint Powers Agreement

By:

Name:

Title:

J. ARON & COMPANY LLC
a New York limited liability company

By:

Name:

Title:

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Appendix 1

Assigned Rights and Obligations

“PPA” means that certain Power Purchase Agreement , dated August 31, 2012, by and between PPA Buyer and PPA Seller, as amended from time to time.

Assigned Delivery Point: The Point of Delivery (as defined in the PPA).

Assigned Prepay Contract (“APC”) Contract Price: []

Assigned Prepay Quantity:

As set forth in Appendix 2; provided that (i) all Assigned Products shall be delivered pursuant to this Assignment Agreement during the Assignment Period as provided in Appendix 1 and (ii) the Assigned Prepay Quantity is defined for the convenience of PPA Buyer and J. Aron and shall have no impact on the obligations of the Parties under this Assignment Agreement.

“Assignment Period” means the period beginning on [ ] and extending through and including []; provided that in no event shall the Assignment Period extend past the earlier of (i) the termination of the Assignment Period pursuant to Section 2 of this Assignment Agreement and (ii) the end of the Delivery Term under the PPA; provided that applicable provisions of this Agreement shall continue in effect after termination of the Assignment Period to the extent necessary to enforce or complete, duties, obl igations or responsibilities of the Parties arising prior to the termination.

“A
ssigned Products” means: (1) 16% of Delivered Energy during the Assignment Period; and (2) Environmental Attributes associated with such 16% of Delivered Energy transferred during the Assignment Period; provided, however that the following are expressly excluded from Assigned Products and any and all rights and obligations with respect to the following shall remain with the PPA Buyer: (i) 84% of Delivered Energy not subject to this Agreement during the Assignment Period, (ii) Environmental Attributes associated with such 84% of Delivered Energy not subject to this Agreement during the Assignment Period, (iii) Capacity Rights and (iv) any other capacity, products, services and/or attributes (other than as provided in clauses (1) and (2) above) which are or can be produced by or associated with the Facility.

Aron reselling all such Assigned Product s through one or more intermediaries for ultimate redelivery to PPA Buyer.

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Appendix 2

Assigned Prepay Quantity

[To be attached.]

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Appendix 3

Form of GSG Guaranty
DATE
NAME

ADDRESS

Attention:

Ladies and Gentlemen:

For value received, The Goldman Sachs Group, Inc. (the “Guarantor”), a corporation duly or
ganized under the laws of the State of Delaware, hereby unconditionally guarantees the prompt and complete payment when due, whether by acceleration or otherwise, of all obligations and liabilities, whether now in existence or hereafter arising, of J. Aron & Company LLC, a subsidiary of the Guarantor and a limited liability company duly organized under the laws of the State of New York (the “Company”), to Copper Mounta in Solar 3, LLC (the “Counterparty”) arising out of or under the Limited Assignment Agreement (Copper Mountain—Burbank) among the Company, the Counterparty and Southern California Public Power Authority, dated as of [], 2025. This Guaranty is one of payment and not of collection.

I
n the event of any default by the Company, Counterparty shall have the right to proceed first and directly against Guarantor under this Guaranty without proceeding against any other person or entity or exhausting any other remedies which it may have and without resorting to any other security held by it.

The Guarantor’s obligations under this Guaranty are absolute and unconditional and shall not be affected by the validity or enforceability,
of any guaranteed obligation or any instrument evidencing any guaranteed obligation, or by the validity, enforceability, perfection or existence of any collateral therefor or by any other circumstance relating to any guaranteed obligation which might otherwise constitute a legal or equitable discharge of or defense of a guarantor or surety; provided that the Guarantor may interpose any counterclaim or setoff which the Company is or would have been entitled to interpose and that the Guarantor may interpose any defense which the Company is or would have been entitled to interpose (other than any defense arising by reason of any disability, bankruptcy, dissolution, winding up, liquidation or insolvency of the Company, including by reason of any lack of authorization of the Agreement by the Company).

The Guarantor hereby waives notice of acceptance of this Guaranty and notice of any obligation or liability to which it may apply, and waives presentment, demand for payment, protest, notice of dishonor or non-payment of any such obligation or liability, suit or the taking of other action by Counterparty against, and any other notice to, the Company, the Guarantor or others.

The Guarantor further agrees that this Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any of the guaranteed obligations, or interest thereon is rescinded or must otherwise be restored or returned by the Counterparty upon the bankruptcy, insolvency, dissolution or reorganization of the Company.

The Guarantor hereby represents as follows:

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(a) The Guarantor is duly organized, validly existing, and in good standing under the laws of the State of Delaware and has full power and authority to execute and deliver this Guaranty.

(b) The execution and delivery of this Guaranty have been and remain duly authorized by all necessary action and do not contravene any provision of the Guarantor’s certificate of incorporation or by-laws, as amended to date, or any law, regulation, decree, order, judgment, resolution or any contractual restriction binding on the Guarantor or its assets that could affect, in a materially adverse manner, the ability of the Guarantor to perform any of its obligations hereunder.

(c) All consents, licenses, clearances, authorizations, and approvals of, and registration and declarations with any governmental or regulatory authority necessary for the due execution and delivery of this Guaranty have been obtained and remain in full force and effect and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any governmental or regulatory authority is required in connection with the execution or delivery of this Guaranty.

(d) This Guaranty constitutes the legal, valid, and binding obligation of the Guarantor, enforceable against the Guarantor in accordance with all of its terms and conditions (subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally). The enforceability of the Guarantor’s obligations is also subject to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Any demand, notice or other communication in respect of this Guaranty may be given in writing and delivered in person, by certified or registered mail, return receipt requested, or international courier to the address below and will be deemed effective upon receipt. Any party may change its address for receiving notice by written notice given to the other as set forth above.

If to the Guarantor:

The Goldman Sachs Group, Inc.
200 West Street
New York, New York 10282-2198
Attention: Corporate Treasury

If to the Counterparty:

RWE Supply & Trading Americas, LLC
353 N Clark Street, 29
th Floor
Chicago, Illinois 60654
Attention: Credit
Email: [email protected]
With a copy to:

RWE Supply & Trading Americas, LLC
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353 N Clark Street, 29th Floor
Chicago, Illinois 60654
Attention: Americas Guarantees Management
Email: [email protected]

Counterparty may at any time and from time to time without notice to or consent of the Guarantor and without impairing or releasing the obligations of the Guarantor hereunder: (1) agree with the Company to make any change in the terms of any obligation or liability of the Company to Counterparty, (2) take or fail to take any action of any kind in respect of any security for any obligation or liability of the Company to Counterparty, (3) exercise or refrain from exercising any rights against the Company or others, or (4) compromise or subordinate any obligation or liability of the Company to Counterparty including any security therefor. Any other suretyship defenses are hereby waived by the Guarantor.

This Guaranty shall continue in full force and effect until the opening of business on the fifth business day after Counterparty receives written notice of termination from the Guarantor. It is understood and agreed, however, that notwithstanding any such termination this Guaranty shall continue in full force and effect with respect to the obligations and liabilities set forth above which shall have been incurred prior to such termination.

The Guarantor may not assign its rights nor delegate its obligations under this Guaranty, in whole or in part, without prior written consent of the Counterparty, and any purported assignment or delegation absent such consent is void, except (i) for an assignment and delegation of all of the Guarantor’s rights and obligations hereunder in whatever form the Guarantor determines may be appropriate to a partnership, corporation, trust or other organization in whatever form that succeeds to all or substantially all of the Guarantor’s assets and business and that assumes such obligations by contract, operation of law or otherwise, and (ii) the Guarantor may transfer this Guaranty or any interest or obligation of the Guarantor in or under this Guaranty, or any property securing this Guaranty, to another entity as transferee as part of the resolution, restructuring or reorganization of the Guarantor upon or following the Guarantor becoming subject to a receivership, insolvency, liquidation, resolution or similar proceeding. Upon any such delegation and assumption or transfer of obligations, the Guarantor shall be relieved of and fully discharged from all obligations hereunder, whether such obligations arose before or after such delegation and assumption or transfer.

If any term, provision, covenant, or condition of this Guaranty, or the application thereof to any party or circumstance, shall be held to be illegal, invalid or unenforceable (in whole or in part) for any reason, the remaining terms, provisions, covenants and conditions hereof shall continue in full force and effect as if this Guaranty has been executed with the illegal, invalid or unenforceable portion eliminated.

THIS GUARANTY SHALL BE GOVERNED BY AND CONSTRUED IN

ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW.

GUARANTOR AGREES TO THE EXCLUSIVE JURISDICTION OF COURTS

LOCATED IN THE STATE OF NEW YORK, UNITED STATES OF AMERICA, OVER ANY DISPUTES ARISING UNDER OR RELATING TO THIS GUARANTY. THE

GUARANTOR AND COUNTERPARTY HEREBY IRREVOCABLY WAIVES ANY ATTACHMENT 2
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AND ALL RIGHT TO TRIAL BY JURY IN ANY SUIT, LEGAL ACTION OR

PROCEEDING INVOLVING ANY MATTER ARISING OUT OF OR RELATING TO THIS GUARANTY.

In the event the Company or the Guarantor, or any of their affiliates, becomes subject to a U.S. Special Resolution Regime, default rights against the Company or the Guarantor with respect to this Guaranty are permitted to be exercised to no greater extent than such default rights could be exercised under such U.S. Special Resolution Re gime if this Guaranty was governed by the laws of the United States or a state of the United States.

Very truly yours,

THE GOLDMAN SACHS GROUP, INC.

By:______________________________
Authorized Officer

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ASSIGNMENT SCHEDULE
DESERT HARVEST II PROJECT–[BURBANK][VERNON]
A
ssigned Product : Includes (1) [31.42857%][17.14286%] of Facility Energy during the Assignment Period; and (2) Environmental Attributes associated with such [31.42857%][17.14286%] of Facility Energy transferred during the Assignment Period; provided, however that the following are expressly excluded from Assigned Products and any and all rights and obligations with respect to the following shall remain with the PPA Buyer: (i) [68.57143%][82.85714%] of Facility Energy not subject to this Agreement; (ii) Environmental Attributes associated with such [68.57143%][82.85714%] of Facility Energy not subject to this Agreement; (iii) Capacity Rights and (iv) any other capacity, products, services and/or attributes which are or can be produced by or associated with the Facility.

A
ssigned Delivery Point: The Point of Delivery (as defined in the PPA).

A
ssigned Prepay Quantity: As set forth in Appendix 2; provided t hat (i) all Assigned Products shall be delivered pursuant to the Limited Assignment Agreement during the Assignment Period as provided in Appendix 1 and (ii) the Assigned Prepay Quantity is defined for the convenience of PPA Buyer and J. Aron and shall have no impact on the obligations of the Parties under the Limited Assignment Agreement.

AP
C Contract Price:$ []/MWh
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LIMITED ASSIGNMENT AGREEMENT
(DESERT HARVEST—[BURBANK][VERNON])

This Limited Assignment Agreement (Desert Harvest —[Burbank][Vernon]) (this “Assignment Agreement” or “Agreement”) is entered into as of [], 2025, by and among Desert Harvest II LLC, a [] (“PPA Seller”), Southern California Public Power Authority, a joint powers agency and a public entity organized under the laws of the State of California (“PPA Buyer”), and J. Aron & Company LLC, a New York limited liability company (“ J. Aron”), and relates to that certain power purchase agreement (the “PPA”) between PPA Buyer and PPA Seller as described on Appendix 1. Unless the context otherwise specifies or requires, capitalized terms used but not defined in this Agreement have the meanings set forth in the PPA.

In consideration of the premises above and the mutual covenants and agreements herein set forth, PPA Seller, PPA Buyer and J. Aron (the “ Parties” hereto; each is a “Party ”) agree as follows:

1. Limited Assignment and Delegation.

(a) PPA Buyer hereby assigns, transfers and conveys to J. Aron all right, title and interest in and to the rights of PPA Buyer under the PPA to receive delivery of the products described in Appendix 1 ( the “Assigned Products”) during the Assignment Period (as defined in Appendix 1), as such rights may be limited or further described in the “Further Information” section on Appendix 1 (the “ Assigned Product Rights ”). All Assigned Products shall be delivered pursuant to the terms and conditions of this Agreement during the Assignment Period as provided in Appendix 1. All other rights of PPA Buyer under the PPA are expressly reserved for PPA Buyer.

(b) P
PA Buyer hereby delegates to J. Aron the obligation to pay for all Assigned Produc ts that are actually delivered to J. Aron pursuant to the Assigned Product Rights during the Assignment Period (the “ Delivered Product Payment Obligation” and together with the Assigned Product Rights, collectively the “ Assigned Rights and Obligations ”); provided that (i) all other obligations of PPA Buyer under the PPA are expressly retained by PPA Buyer and PPA Buyer shall be solely responsible for any amounts due to PPA Seller that are not directly related to Assigned Products; and (ii) the Parties acknowledge and agree that PPA Seller will only be obligated to deliver a single consolidated invoice to PPA Buyer during the Assignment Period (with a copy to J. Aron consistent with Section 1(d) hereof). To the extent J. Aron fails to pay the Delivered Product Payment Obligation by the due date for payment set forth in the PPA, notwithstanding anything in this Agreement to the contrary, PPA Buyer agrees that it shall remain responsible for payment and performance of all of its obligations under the PPA during the Assignment Period, including in the event that J. Aron does not perform the Delivered Product Payment Obligation as described above and such failure by either PPA Buyer or J. Aron will be an Event of Default pursuant to have the option to make such payment and that it will be a Default under Section 13.1(a) of the PPA if PPA Buyer does not make such payment within thirty (30) days of receiving notice of such nonpayment of receiving notice of such non-payment from PPA Seller.

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(c) J. Aron hereby accepts and PPA Seller hereby consents and agrees to the assignment, transfer, conveyance and delegation described in clauses (a) and (b) above. J. Aron hereby agrees to perform any such Assigned Rights and Obligations due from it during the Assignment Period to the extent expressly set forth in this Agreement.

(d) All scheduling of Assigned Products and other communications related to the PPA shall take place pursuant to the terms of the PPA; provided that during the Assignment Period (i) title to Assigned Product will pass from PPA Seller to J. Aron upon delivery by PPA Seller of Assigned Product at the Point of Delivery in accordance with the PPA; (ii) PPA Buyer and its designee as Scheduling Coordinator under the PPA are each hereby authorized by J. Aron to and shall act as J. Aron’s agent with respect to scheduling Assigned Products; (iii) PPA Buyer will provide copies to J. Aron of any Force Majeure Notice or Default or default, breach or other occurrence that, if not cured within the applicable grace period, could result in a Default contemporaneously upon delivery thereof to PPA Seller and promptly after receipt thereof from PPA Seller; (iv) PPA Seller will provide copies to J. Aron of the forecasts of available capacity and Facility Energy provided pursuant to Section 7.3(b) of the PPA; (iv) PPA Seller will provide copies to J.

Aron of all invoi ces and supporting data provided to PPA Buyer pursuant to Section

11.2(a) of the PPA, provided that any payment adjustments or subsequent reconciliations occurring after the date that is 10 days prior to the payment due date for a monthly invoice, including pursuant to Section 11.3 of the PPA, will be resolved solely between PPA Buyer and PPA Seller and therefore PPA Seller will not be obligated to deliver copies of any communications relating thereto to J. Aron; and (v) PPA Buyer and PPA Seller, as applicable, will provide copies to J. Aron of any other information reasonably requested by J. Aron relating to Assigned Products.

(e) P
PA Seller acknowledges that (i) J. Aron intends to immediately transfer title to any Assigned Products received from PPA Seller through one or more intermediaries such that all Assigned Products will be ultimately delivered to certain of Participating Members (as defined in the PPA), and (ii) in the event that a Participating Member fails to pay the relevant intermediary entity for any such Assigned Products, the receivables owed by Participating Member for such Assigned Products (“ Participating Member Receivables”) may be transferred to J. Aron. To the extent any such Participating Member Receivables are transferred to J. Aron, J. Aron may transfer such Participating Member Receivables to PPA Seller and apply the face amount thereof as a reduction to any Delivered Product Payment Obligation. Without prejudice to PPA Buyer’s retained payment obligations under Section 1(b) above, PPA Seller shall be entitled to pursue collection on such Participating Member Receivables directly against such Participating Member following the transfer of such Participating Member Receivables by J. Aron to PPA Seller; provided, however, that upon payment to PPA Seller of any such amounts by either of PPA Buyer or a Participating Member, PPA Seller shall have no further claim for such amounts against whichever entity did not make such payment. (f) O
n or before the commencement of the Assignment Period, J. Aron shall cause The Goldman Sachs Group, Inc. (“Guarantor”) to issue, in favor of PPA Seller, a guaranty ATTACHMENT 3
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of J. Aron’s payment obligations under this Assignment Agreement substantially in the form of Appendix 3 attached hereto (the “Guaranty”).

(g) Nothing in this Agreement modifies or amends any rights or obligations of PPA Buyer and PPA Seller under the PPA with respect to CAISO revenues and costs. For additional clarity and specifically and without limitation PPA Seller is entitled to retain all CAISO revenues in its account and provide PPA Buyer with corresponding credit offsets pursuant to Section 7.2 of the PPA.

(h) The Assigned Prepay Quantity set forth in Appendix 2 relates to obligations by and between J. Aron and PPA Buyer and, except as otherwise expressly set forth herein, has no impact on PPA Seller’s rights and obligations under the PPA.

2. Assignment Early Termination.

(a) The Assignment Period may be terminated early upon the occurrence of any of the following:

(1) delivery of a written notice of termination specifying a termination date by either J. Aron or PPA Buyer to each of the other Parties;

(2) delivery of a written notice of termination specifying a termination date by PPA Seller to each of J. Aron and PPA Buyer following J. Aron’s failure to pay when due any amounts owed to PPA Seller in respect of any Delivered Product Payment Obligation and such payment is not made by J. Aron or PPA Buyer within thirty (30) days following the later of receipt of written notice by J. Aron and PPA Buyer;

(3) delivery of a written notice by PPA Seller if any of the events described in the definition of Bankruptcy in the PPA occurs with respect to J. Aron;

(4) delivery of a written notice by J. Aron if any of the events described in the definition of Bankruptcy in the PPA occurs with respect to PPA Seller; or

(5) Guarantor disavows its obligations under the Guaranty or Guarantor fails to cause the Guaranty to be maintained in full force and effect and such disavowal or failure continues for thirty (30) days after receipt of written notice of such disavowal or failure and J. Aron has not delivered to PPA Seller another guaranty, bank bond or letter of credit in a form reasonably acceptable to PPA Seller to replace the Guaranty.

(b) T
he Assignment Period will end at the end of the last delivery hour on the date specified in the termination notice provided pursuant to Section 2(a), which date shall not be earlier than the end of the last day of the calendar month in which such notice is delivered if termination is pursuant to clause 2(a)(1) or 2(a)(2) above. All Assigned Rights and Obligations shall immediately and automatically revert from J. Aron to PPA Buyer upon ATTACHMENT 3
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the early termination of the Assignment Period, provided that , as between J. Aron and PPA Seller and without limiting PPA Seller’s obligations to PPA Buyer (including those described in Section 1(b) above), (i) J. Aron shall remain responsible for the Delivered Product Payment Obligation with respect to any Assigned Product delivered to J. Aron or for the benefit of J. Aron by PPA Seller prior to the end of the Assignment Period, and (ii) any legal restrictions on the effectiveness of such reversion (whether arising under bankruptcy law or otherwise) shall not affect the expiration or early termination of the Assignment Period.

(
c) The Assignment Period will automatically terminate upon the expiration or early termination of the PPA. All Assigned Rights and Obligations shall immediately and automatically revert from J. Aron to PPA Buyer upon the expiration of or early termination of the PPA , provided that, as between J. Aron and PPA Seller and without limiting PPA Seller’s obligations to PPA Buyer (including those described in clause 1(b) above), (i) J. Aron shall remain responsible for the Delivered Product Payment Obligation with respect to any Assigned Product delivered to J. Aron or for the benefit of J. Aron by PPA Seller prior to the end of the Assignment Period, and (ii) any legal restrictions on the effectiveness of such reversion (whether arising under bankruptcy law or otherwise) shall not affect the expiration or early termination of the Assignment Period.

(d) T
he Assignment Period will automatically terminate upon delivery by Guarantor of a notice of termination of the Guaranty. All Assigned Rights and Obligations shall immediately and automatically revert from J. Aron to PPA Buyer upon the termination of the Assignment Period, provided that, as between J. Aron and PPA Seller and without limiting PPA Seller’s obligations to PPA Buyer (including those described in Section 1(b) above), (i) J. Aron shall remain responsible for the Delivered Product Payment Obligation with respect to any Assigned Product delivered to J. Aron or for the benefit of J. Aron by PPA Seller prior to the end of the Assignment Period, and (ii) any legal restrictions on the effectiveness of such reversion (whether arising under bankruptcy law or otherwise) shall not affect the expiration or early termination of the Assignment Period.

3. Representations and Warranties. PPA Seller and the PPA Buyer represent and warrant to J.

Aron, each with respect to itself only, that (a) the PPA is in full force and effect; (b) to the best of its knowledge, no event or circumstance exists (or would exist with the passage of time or the giving of notice) that would give either of them the right to terminate the PPA or suspend performance thereunder; and (c) all of its obligations under the PPA required to be performed on or before the Assignment Period Start Date have been fulfilled in all material respects. PPA Seller further represents to PPA Buyer and J. Aron that it has secured all known consents to this Assignment Agreement that may be required by the PPA, any agreement referenced therein or any assignment of its rights thereunder.

4. Notices. Any notice, demand, or request required or authorized by this Assignment Agreement to be given by one Party to another Party shall be delivered in accordance with Section 14.2 of the PPA and to the addresses of each of PPA Seller and PPA Buyer specified in the PPA. PPA Buyer ATTACHMENT 3
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agrees to notify J. Aron of any updates to such notice information, including any updates provided by PPA Seller to PPA Buyer. Notices to J. Aron shall be provided to the following address, as such address may be updated by J. Aron from time to time by notice to the other Parties:

J. Aron & Company LLC
200 West Street
New York, New York 10282-2198
Email: [email protected]

5. Miscellaneous. Sections 12.1 (Representations and Warranties of Buyer), 14.11 (Entire Agreement; Amendments), 14.14 (Execution in Counterparts), 14.17 (Relationship of the Parties),

14.19 (Indemnification; Damage or Destruction; Insurance; Condemnation; Limit of Liability),

14.20 ( Severability), 14.21 (Confidentiality), and 14.22 (Mobile- Sierra) of the PPA are incorporated by reference into this Agreement, mutatis mutandis, as if fully set forth herein.

6. U.S. Resolution Stay Provisions.

(a) As between J. Aron and PPA Buyer, J. Aron and PPA Buyer hereby confirm that they are adherents to the ISDA 2018 U.S. Resolution Stay Protocol (“ ISDA U.S. Stay Protocol”), the terms of the ISDA U.S. Stay Protocol are incorporated into and form a part of this Agreement, and for the purposes of such incorporation, (i) J. Aron shall be deemed to be a Regulated Entity, (ii) PPA Buyer shall be deemed to be an Adhering Party, and (iii) this Agreement shall be deemed a Protocol Covered Agreement. As between J. Aron and PPA Buyer, in the event of any inconsistencies between this Agreement and the ISDA U.S. Stay Protocol, the ISDA U.S. Stay Protocol will prevail.

(b) As between J. Aron and PPA Seller:

(i) In the event that J. Aron becomes subject to a proceeding under ( A) the Federal Deposit Insurance Act and the regulations promulgated thereunder or ( B) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder (a “U.S. Special Resolution Regime”), the transfer from J. Aron of this Agreement, and any interest and obligation in or under, and any property securing, this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any interest and obligation in or under, and any property securing, this Agreement were governed by the laws of the United States or a state of the United States.

(ii) I n the event that J. Aron or an Affiliate becomes subject to a proceeding under a U.S. Special Resolution Regime, any Default Rights (as defined in 12 C.F.R. §§ 252.81,

47.2 or 382.1, as applicable (“Default Right”)) under this Agreement that may be exercised against J. Aron are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.

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(iii) Limitation on Exercise of Certain Default Rights Related to an Affiliate’s Entry into Insolvency Proceedings. Notwithstanding anything to the contrary in this Agreement, J. Aron and PPA Seller expressly acknowledge and agree that:

(1
) PPA Seller shall not be permitted to exercise any Default Right with respect to this Agreement or any Affiliate Credit Enhancement that is related, directly or indirectly, to an Affiliate of J. Aron becoming subject to receivership, insolvency, liquidation, resolution, or similar proceeding (an “ Insolvency Proceeding”), except to the extent that the exercise of such Default Right would be permitted under the provisions of 12 C.F.R. 252.84, 12 C.F.R. 47.5 or 12 C.F.R. 382.4, as applicable; and

(2) Nothing in this Agreement shall prohibit the transfer of any Affiliate Credit Enhancement, any interest or obligation in or under such Affiliate Credit Enhancement, or any property securing such Affiliate Credit Enhancement, to a transferee upon or following an Affiliate of J. Aron becoming subject to an Insolvency Proceeding, unless the transfer would result in PPA Seller being the beneficiary of such Affiliate Credit Enhancement in violation of any law applicable to PPA Seller.

(iv)
U.S. Protocol. If PPA Seller adheres to the ISDA U.S. Protocol after the date of this Agreement, the terms of the ISDA U.S. Protocol will supersede and replace the terms of this Section 6(b).

(v
) For purposes of this Section 6(b):

(1) “Affiliate” is defined in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); and

(2) “Credit Enhancement” means any credit enhancement or credit support arrangement in support of the obligations of J. Aron under or with respect to this Agreement, including any guarantee, collateral arrangement (including any pledge, charge, mortgage or other security interes t in collateral or title transfer arrangement), trust or similar arrangement, letter of credit, transfer of margin or any similar arrangement.

7. Governing Law, Jurisdiction, Waiver of Jury Trial.

(b) Jurisdiction. All judicial proceedings arising out of or relating to this Assignment Agreement and involving J. Aron shall be brought exclusively in a federal court in the County of Los Angeles in the State of California to the maximum extent permitted by ATTACHMENT 3
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federal jurisdiction and otherwise in any court within the County of Los Angeles with jurisdiction over the matter, and each Party consents to such jurisdiction.

The Parties irrevocably agree to submit to the exclusive jurisdiction of the respective aforementioned courts in the State of California and waive any defense of forum non conveniens.

8. Forward Contract . The Parties acknowledge and agree that this Agreement constitutes a “forward contract” and that the Parties shall constitute “forward contract merchants” within the meaning of the United States Bankruptcy Code.

[Remainder of Page Intentionally Blank]
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IN WITNESS WHEREOF, the Parties have executed this Limited Assignment Agreement (Desert Harvest—[Burbank][Vernon]) effective as of the date first set forth above.

DESERT HARVEST II LLC

By:

Name:

Title:

SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY

By:

Name:

Title:

J. ARON & COMPANY LLC

By:

Name:

Title:

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Appendix 1

Assigned Rights and Obligations

“PPA” means that certain Power Purchase Agreement dated February 26, 2018, by and between Desert Harvest II LLC and Southern California Public Power Authority, as amended from time to time.

“Assignment Period” means the period beginning on [ ] and extending until [], provided that i
n no event shall the Assignment Period extend past the earlier of (i) the termination of the Assignment Period pursuant to Section 2 of the Assignment Agreement and (ii) the end of either the Delivery Term under the PPA or the PPA; provided that applicable provisions of this Agreement shall continue in effect after termination of the Assignment Period to the extent necessary to enforce or complete, duties, obligations or responsibilities of the Parties arising prior to the termination.

“A
ssigned Product ” includes (1) [31.42857%][17.14286%] of Facility Energy during the Assignment Period; and (2) Environmental Attributes associated with such [31.42857%][17.14286%] of Facility Energy transferred during the Assignment Period; provided, however that the following are expressly excluded from Assigned Products and any and all rights and obligations with respect to the following shall remain with the PPA Buyer: (i) [68.57143%][82.85714%] of Facility Energy not subject to this Agreement; (ii) Environmental Attributes associated with such [68.57143%][82.85714%] of Facility Energy not subject to this Agreement; (iii) Capacity Rights and (iv) any other capacity, products, services and/or attributes which are or can be produced by or associated with the Facility.

Further Information : PPA Seller shall continue to transfer of the WREGIS Certificates associated with all Renewable Energy Credits corresponding to all Facility Energy under the PPA pursuant to Section 8.4 of the PPA, provided that the transferee of such WREGIS Certificates may be changed from time to time in accordance with the written instructions of both J. Aron and PPA Buyer upon twenty (20) Business Days’ notice, which change shall be effective as of the first day of the next calendar month, unless otherwise agreed. All Assigned Product delivered by PPA Seller to J. Aron shall be a sale made at wholesale, with J. Aron reselling all such Assigned Product.

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Appendix 2

Assigned Prepay Quantity

[NOTE: To be set forth in a monthly volume schedule.]

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Appendix 3

Form of GSG Guaranty

DATE

NAME

ADDRESS

Attention:

Ladies and Gentlemen:

For value received, The Goldman Sachs Group, Inc. (the “Guarantor”), a corporation duly or
ganized under the laws of the State of Delaware, hereby unconditionally guarantees the prompt and complete payment when due, whether by acceleration or otherwise, of all obligations and liabilities, whether now in existence or hereafter arising, of J. Aron & Company LLC, a subsidiary of the Guarantor and a limited liability company duly organized under the laws of the State of New York (the “Company”), to Desert Harvest II LLC (the “Counterparty”) arising out of or under the Limited Assignment Agreement (Desert Harvest– [Burbank][Vernon]) among the Company, the Counterparty and Southern California Public Power Authority dated as of [], 2025. This Guaranty is one of payment and not of collection.

T
he Guarantor hereby waives notice of acceptance of this Guaranty and notice of any obligation or liability to which it may apply, and waives presentment, demand for payment, protest, notice of dishonor or non-payment of any such obligation or liability, suit or the taking of other action by Counterparty against, and any other notice to, the Company, the Guarantor or others.

Counterparty may at any time and from time to time without notice to or consent of the Guarantor and without impairing or releasing the obligations of the Guarantor hereunder:
(1) agree with the Company to make any change in the terms of any obligation or liability of the Company to Counterparty, (2) take or fail to take any action of any kind in respect of any security for any obligation or liability of the Company to Counterparty, (3) exercise or refrain from exercising any rights against the Company or others, or (4) compromise or subordinate any obligation or liability of the Company to Counterparty including any security therefor. Any other suretyship defenses are hereby waived by the Guarantor.

The Guarantor may not assign its rights nor delegate its obligations under this Guaranty, in whole or in part, without prior written consent of the Counterparty, and any purported ATTACHMENT 3
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assignment or delegation absent such consent is void, except for (i) an assignment and delegation of all of the Guarantor’s rights and obligations hereunder in whatever form the Guarantor determines may be appropriate to a partnership, corporation, trust or other organization in whatever form that succeeds to all or substantially all of the Guarantor’s assets and business and that assumes such obligations by contract, operation of law or otherwise, and (ii) the Guarantor may transfer this Guaranty or any interest or obligation of the Guarantor in or under this Guaranty, or any property securing this Guaranty, to another entity as transferee as part of the resolution, restructuring or reorganization of the Guarantor upon or following the Guarantor becoming subject to a receivership, insolvency, liquidation, resolution or similar proceeding. Upon any such delegation and assumption or transfer of obligations, the Guarantor shall be relieved of and fully discharged from all obligations hereunder, whether such obligations arose before or after such delegation and assumption or transfer.

THIS GUARANTY SHALL BE GOVERNED BY AND CONSTRUED IN

ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW.

GUARANTOR AGREES TO THE EXCLUSIVE JURISDICTION OF COURTS

LOCATED IN THE STATE OF NEW YORK, UNITED STATES OF AMERICA, OVER ANY DISPUTES ARISING UNDER OR RELATING TO THIS GUARANTY.

In the event the Guarantor becomes subject to a proceeding under the Federal Deposit Insurance Act or Title II of the Dodd- Frank Wall Street Reform and Consumer Protection Act (together, the “U.S. Special Resolution Regimes ”), the transfer of this Guaranty, and any interest and obligation in or under, and any property securing, this Guaranty, from the Guarantor will be effective to the same extent as the transfer would be effective under such
U.S. Special Resolution Regime if this Guaranty, and any interest and obligation in or under this Guaranty, were governed by the laws of the United States or a state of the United States. In the event the Company or the Guarantor, or any of their affiliates, becomes subject to a
U.S. Special Resolution Regime, default rights against the Company or the Guarantor with respect to this Guaranty are permitted to be exercised to no greater extent than such default rights could be exercised under such U.S. Special Resolution Regime if this Guaranty was governed by the laws of the United States or a state of the United States.

Very truly yours,

THE GOLDMAN SACHS GROUP, INC.

By:

Authorized Officer

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LIMITED ASSIGNMENT AGREEMENT
(DON CAMPBELL–BURBANK)
T
his Limited Assignment Agreement ( Don Campbell –Burbank) (this “ Assignment Agreement” or “ Agreement”) is entered into as of [ ], 2025 by and among ORNI 47 LLC, a Delaware limited liability company (“PPA Seller”), Southern California Public Power Authority, joint powers agency and a public entity organized under the laws of the State of California and created under the provisions of the Act and the Joint Powers Agreement (“PPA Buyer”), and J.

Aron & Company LLC, a New York limited liability company (“ J. Aron”), and relates to that certain Power Purchase Agreement (the “PPA”) between PPA Buyer and PPA Seller as described on Appendix 1. Unless the context otherwise specifies or requires, capitalized terms used but not defined in this Agreement have the meanings set forth in the PPA.

I
n consideration of the premises above and the mutual covenants and agreements herein set forth, PPA Seller, PPA Buyer and J. Aron (the “ Parties” hereto; each is a “Party ”) agree as follows:

1. L
imited Assignment and Delegation.
(
a) PPA Buyer hereby assigns, transfers and conveys to J. Aron all right, title and interest in and to the rights of PPA Buyer under the PPA to receive delivery of the products described on Appendix 1 (the “Assigned Products”) during the Assignment Period (as defined in Appendix 1), as such rights may be limited or further described in the “Further Information” section on Appendix 1 (the “ Assigned Product Rights”). All Assigned Products shall be delivered pursuant to the terms and conditions of the PPA except to the extent amended by this Agreement during the Assignment Period as provided in Appendix 1. All other rights of PPA Buyer under the PPA are expressly reserved for PPA Buyer.
(b
) PPA Buyer hereby delegates to J. Aron the obligation to pay the APC Contract Price for al
l Assigned Products that are actually delivered to J. Aron pursuant to the Assigned Product Rights during the Assignment Period (the “ Delivered Product Payment Obligation” and together with the Assigned Product Rights, collectively the “Assigned Rights and Obligations”); provided that (i) all other obligations of PPA Buyer under the PPA are expressly retained by PPA Buyer and PPA Buyer shall be solely responsible for any amounts due to PPA Seller that are not directly related to Assigned Products; and (ii) the Parties acknowledge and agree that PPA Seller will only be obligated to deliver a single consolidated invoice to PPA Buyer during the Assignment Period (with a copy to J. Aron consistent with Section 1(d) hereof). To the extent J. Aron and Guarantor (hereinafter defined) each fails to pay the Delivered Product Payment Obligation by the due date for payment set forth in the PPA, notwithstanding anything in this Agreement to the contrary, PPA Buyer agrees that it will remain responsible for such Delivered Product Payment Obligation if PPA Seller has first made a claim under the Guaranty (hereinafter defined) and J. Aron and Guarantor have failed to cure such non-payment within thirty (30) calendar days (as defined in the PPA) after PPA Seller’s delivery of notice of such claim to Guarantor, and if such amount is not paid within ATTACHMENT 4
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thirty (30) calendar days (as defined in the PPA) after PPA Seller’s delivery of notice of such non-payment to PPA Buyer, such failure will be a Default pursuant to Section

13.1(a) of the PPA if PPA Buyer does not make such payment within thirty (30) calendar days of receiving notice of such non-payment from PPA Seller.

(c) J. Aron hereby accepts and agrees and PPA Seller hereby consents to the assignment, transfer, conveyance and delegation described in clauses (a) and (b) above. J. Aron hereby agrees to perform any such Assigned Rights and Obligations due from it during the Assignment Period to the extent expressly set forth in this Agreement.

(d) PPA Buyer and PPA Seller shall retain all rights and obligations relating to scheduling of Assigned Products and other communications related to the PPA pursuant to the terms of the PPA, and during the Assignment Period PPA Buyer, PPA Seller or any designee thereof as scheduling coordinator under the PPA shall act as J. Aron’s agent with respect to all scheduling activities associated with the Assigned Products; provided that (i) title to Assigned Products will pass from PPA Seller to J. Aron upon delivery by PPA Seller of Assigned Products in accordance with the PPA; (ii) PPA Buyer will forward to J.

Aron copies of any Force Majeure Notice or notice of Default, or default, breach or other occurrence that, if not cured within the applicable grace period, could result in a Default contemporaneously upon delivery thereof to PPA Seller and promptly after receipt thereof from PPA Seller; (i ii) PPA Buyer will forward to J. Aron copies of forecasts provided pursuant to Section 7.2 of the PPA; (iv) PPA Buyer will forward to J. Aron copies of all invoices and supporting data provided by PPA Seller to PPA Buyer pursuant to Section 11.2(b) of the PPA , and any payment adjustments or subsequent reconciliations occurring after the date that is ten ( 10) days prior to the payment due date for a monthly invoice, including pursuant to Section 11.3 of the PPA , will be resolved solely between PPA Buyer and PPA Seller (and, therefore, PPA Seller will not be obligated to deliver copies of any communications relating thereto to J. Aron) ; and (v) PPA Buyer and PPA Seller, as applicable, will provide copies to J. Aron of any other information reasonably requested by J. Aron relating to Assigned Products. [Notwithstanding any other provision of this Assignment Agreement, PPA Buyer, PPA Seller and any designee thereof as scheduling coordinator under the PPA each shall be entitled to retain for its own account all amounts payable by CAISO to any of them associated with the delivery of the Assigned Products to CAISO.] 1 (e) PPA Seller acknowledges that (i) J. Aron intends to immediately transfer title to any Assigned Products received from PPA Seller through one or more intermediaries such that all Assigned Products will be ultimately delivered to the City of Burbank, and (ii) in the event that the City of Burbank fails to pay the relevant intermediary entity for any such Assigned Products, the receivables owed by the City of Burbank for such Assigned Products (“City of Burbank Receivables”) may be transferred to J. Aron. To the extent any such City of Burbank Receivables are transferred to J. Aron, J. Aron may transfer such City of Burbank Receivables to PPA Seller and apply the face amount thereof as a reduction to any Delivered Product Payment Obligation. Without prejudice to PPA Buyer’s retained payment obligations under Section 1(b) above, PPA Seller shall be

1 NTD: This bracketed sentence is under review by J. Aron tax personnel.

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entitled to pursue collection on such City of Burbank Receivables directly against the City of Burbank following the transfer of such City of Burbank Receivables by J. Aron to PPA Seller; provided, however, that upon payment to PPA Seller of any such amounts by either of PPA Buyer or the City of Burbank, PPA Seller shall have no further claim for such amounts.

(f) On or before the commencement of the Assignment Period, J. Aron shall cause The Goldman Sachs Group, Inc. (“Guarantor”)
to issue, in favor of PPA Seller, a guaranty
of J. Aron’s payment obligations under this Assignment Agreement substantially in the form of Appendix 3 attached hereto (the “Guaranty”), and PPA Seller shall be entitled to make a demand for payment under the Guaranty if J. Aron fails to pay any portion of the Delivered Product Payment Obligation timely in accordance with this Agreement.

(g
) The Assigned Prepay Quantity set forth in Appendix 2 relates to obligations by and between J. Aron and PPA Buyer and, except as otherwise set forth herein, has no impact on PPA Seller’s rights and obligations under the PPA.

2. Assignment Early Termination.

(a) The Assignment Period may be terminated early upon the occurrence of any of the following:

(1) delivery of a written notice of termination by either J. Aron or PPA Buyer to each of the other Parties hereto;

(2) delivery of a written notice of termination by PPA Seller to each of J. Aron, Guarantor and PPA Buyer following J. Aron’s failure to pay when due any amounts owed to PPA Seller in respect of any Delivered Product Payment Obligation and such payment is not made (A) by J. Aron within thirty (30) calendar days following the later of receipt of written notice by J. Aron and PPA Buyer or (B) by Guarantor within thirty (30) calendar days following PPA Seller’s written notice to Guarantor that J. Aron has failed to make such payment;

(3) delivery of a written notice by PPA Seller if any of the following events (each a “Bankruptcy Event ”) occurs with respect to J. Aron or Guarantor : (i) it (A) applies for or consents to the appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of it or of all or a substantial part of its property, (B) admits in writing its inability, or is generally unable to pay its debts as they become due, (C) makes a general assignment for the benefit of its creditors, (D) commences a voluntary case under any bankruptcy, reorganization, debt arrangement, insolvency, or receivership law (“ Bankruptcy Law ”), (E ) files a petition seeking to take advantage of any other Bankruptcy Law, (F) acquiesces in writing to, any petition filed against it in an involuntary case under any Bankruptcy Law, (G) takes any action for the purpose of effecting any of acts or occurrences described in foregoing clauses (A)-(F); or (ii) a proceeding or case is commenced, without its application or consent, in any court of competent jurisdiction, seeking ATTACHMENT 4
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(A) the liquidation, reorganization, dissolution, winding- up, or composition or adjustment of its debts , ( B) the appointment of a trustee, receiver, custodian, liquidator or the like, of it or of all or any substantial part of its assets, or (C) similar relief in respect of it under any Bankruptcy Law, and with regard to any of the foregoing, such proceeding or case shall continue undismissed, or an order, judgment or decree approving or ordering any of the foregoing shall be entered and continue unstayed and in effect, for a period of sixty ( 60) days from commencement of such proceeding or case or the date of such order, judgment or decree;

(4) delivery of a written notice by J. Aron if any Bankruptcy Event occurs with respect to (i) PPA Seller or (ii) the issuer of a letter of credit delivered pursuant to the PPA if PPA Seller fails to post a replacement letter of credit timely in accordance with Section 5.9(f) of the PPA; or

(5) delivery of a written notice by PPA Seller if Guarantor ceases to have a credit rating of equal to or greater than Baa3 from Moody’s and BBB- from S&P, or the Guaranty ceases to be in full force and effect, or Guarantor repudiates, disaffirms, disclaims, rejects or challenges the validity of the Guaranty (whether in whole or in part).

(b) T
he Assignment Period will end at the end of the last delivery hour on the date specified in the termination notice provided pursuant to Section 2(a), which date shall not be earlier than the end of the last day of the calendar month in which such notice is delivered if termination is pursuant to clause (a)(1) or (a)(2) above. All Assigned Rights and Obligations shall revert from J. Aron to PPA Buyer upon the early termination of the Assignment Period, provided that (i) J. Aron shall remain responsible for the Delivered Product Payment Obligation with respect to any Assigned Products delivered to J. Aron or for the benefit of J. Aron by PPA Seller prior to the end of the Assignment Period, and (ii) any legal restrictions on the effectiveness of such reversion (whether arising under bankruptcy law or otherwise) shall not affect the expiration or early termination of the Assignment Period.

Aron (and Guarantor pursuant to the terms of the Guaranty) shall remain responsible for the Delivered Product Payment Obligation with respect to any Assigned Product s delivered to J. Aron or for the benefit of J. Aron by PPA Seller prior to the end of the Assignment Period, and (ii) any legal restrictions on the effectiveness of such reversion (whether arising under bankruptcy law or otherwise) shall not affect the expiration or early termination of the Assignment Period.

(d) The Assignment Period will automatically terminate upon delivery by Guarantor of a notice of termination of the Guaranty. All Assigned Rights and Obligations shall revert from J. Aron to PPA Buyer upon the termination of the Assignment Period, provided ATTACHMENT 4
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that (i) J. Aron shall remain responsible for the Delivered Product Payment Obligation with respect to any Assigned Products delivered to J. Aron or for the benefit of J. Aron by PPA Seller prior to the end of the Assignment Period, and (ii) any legal restrictions on the effectiveness of such reversion (whether arising under bankruptcy law or otherwise) shall not affect the expiration or early termination of the Assignment Period.

3. Representations and Warranties. As of the date hereof, PPA Seller and PPA Buyer represent and warrant to J. Aron, each with respect to itself, that (a) the PPA is in full force and effect; (b) to the best of its knowledge, no event or circumstance exists (or would exist with the passage of time or the giving of notice) that would give either of them the right to terminate the PPA or suspend performance thereunder; and (c) to such Party’s knowledge, all of its material obligations under the PPA required to be performed on or before the date hereof have been fulfilled in all in all material respects. PPA Seller further represents to PPA Buyer and J. Aron that it has secured all known consents to this Assignment Agreement that may be required by the PPA, any agreement referenced therein or any assignment of its rights thereunder.

4. Notices. Any notice, demand, or request required or authorized by this Assignment Agreement to be given by one Party to another Party shall be delivered in accordance with Section 14.2 and to the addresses of each of PPA Seller and PPA Buyer specified in the PPA or as changed pursuant to a notice delivered in accordance with Appendix C of the PPA. PPA Buyer agrees to notify J.

Aron of any updates to such notice information, including any updates provided by PPA Seller to PPA Buyer. Notices to J. Aron shall be provided to the following address, as such address may be updated by J. Aron from time to time by notice to the other Parties:

J. Aron & Company LLC
200 West Street
New York, New York 10282-2198
Email: [email protected]

5. Miscellaneous. Section s 12.1 (Buyer’s Representations and Warranties of Buyer ), 14.3 (
Dispute Resolution) (except that the reference to Section 14.3(d) of the PPA shall refer to Section 7(b) of this Assignment Agreement), 14.14 ( Execution in Counterparts), 14.16 ( Waiver), 14.17 (Relationship of Parties), 14.19 ( D amage or D estruction; Insurance; Condemnation; Limit of Liability), 14.20 (Severability), 14.21 (Confidentiality), 14.22 (Mobile-Sierra), and 14.24 (Service Contract) of the PPA are incorporated by reference into this Agreement, mutatis mutandis, as if fully set forth herein.

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6. U.S. Resolution Stay Provisions.

Aron shall be deemed to be a Regulated Entity, (ii) PPA Buyer shall be deemed to be an Adhering Party, and (iii) this Assignment Agreement shall be deemed a Protocol Covered Agreement. In the event of any inconsistencies between this Assignment Agreement and the ISDA U.S. Stay Protocol, the ISDA U.S. Stay Protocol will prevail.

(b) A
s between J. Aron and PPA Seller:

1. In the event that J. Aron becomes subject to a proceeding under (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder or (ii) Title II of the Dodd- Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder (a “ U.S. Special Resolution Regime ”) the transfer from J. Aron of this Agreement, and any interest and obligation in or under, and any property securing, this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any interest and obligation in or under, and any property securing, this Agreement were governed by t he laws of the United States or a state of the United States.

2. In the event that J. Aron or an Affiliate becomes subject to a proceeding under a U.S. Special Resolution Regime, any Default Rights (as defined in 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable and as amended (“Default Right”)) under this Agreement that may be exercised against J. Aron are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.

(c) Limitation on Exercise of Certain Default Rights Related to an Affiliate’s Entry into Insolvency Proceedings. Notwithstanding anything to the contrary in this Agreement, the Parties expressly acknowledge and agree that:

1. PPA Seller shall not be permitted to exercise any Default Right with respect to this Agreement or any Affiliate Credit Enhancement that is related, directly or indirectly, to an Affiliate of J. Aron becoming subject to receivership, insolvency, liquidation, resolution, or similar proceeding (an “ Insolvency Proceedi ng”), except to the extent that the exercise of such Default Right would be permitted under the provisions of 12 C.F.R. 252.84, 12 C.F.R. 47.5 or 12 C.F.R. 382.4, as applicable and as amended; and

2. Nothing in this Agreement shall prohibit the transfer of any Affiliate Credit Enhancement, any interest or obligation in or under such Affiliate Credit ATTACHMENT 4
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Enhancement, or any property securing such Affiliate Credit Enhancement, to a transferee upon or following an Affiliate of J. Aron becoming subject to an Insolvency Proceeding, unless the transfer would result in PPA Seller being the beneficiary of such Affiliate Credit Enhancement in violation of any law applicable to PPA Seller.

(d) U.S. Protocol.

If PPA Seller adheres to the ISDA 2018 U.S. Resolution Stay Protocol, as published by the International Swaps and Derivatives Association, Inc. as of July 31, 2018 (the “ ISDA U.S. Protocol ”), after the date of this Agreement, the terms of the ISDA U.S. Protocol will supersede and replace the terms of this Section 6.

(e) For purposes of this Section 6:

1. “Affiliate” is defined in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); and

2. “Credit Enhancement ” means any credit enhancement or credit support arrangement in support of the obligations of J. Aron under or with respect to this Agreement, including any guarantee, collateral arrangement (including any pledge, charge, mortgage or other security interest in collateral or title transfer arrangement), trust or similar arrangement, letter of credit, transf er of margin or any similar arrangement.

7. Governing Law, Jurisdiction, Waiver of Jury Trial.

The Parties irrevocably agree to submit to the exclusive jurisdiction of the respective aforementioned courts in the State of California and waive any defense of forum non conveniens.

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(c) Waiver of Right to Trial by Jury. Each Party waives, to the fullest extent permitted by applicable law and provided in the PPA for disputes thereunder, any right it may have to a trial by jury in respect of any suit, action or proceeding relating to this Assignment Agreement.

8. PPA Seller’s Costs and Expenses. PPA Buyer shall be responsible for PPA Seller’s reasonable costs and expenses associated with the review, execution and delivery of this Agreement and any documents associated herewith, including without limitation reasonable attorneys’ fees, subject to a maximum of $[10,000]. PPA Buyer shall pay such amounts promptly upon PPA Seller’s delivery of an invoice therefor, together with documentation reasonably supporting the invoiced amount.

[Remainder of Page Intentionally Blank]
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IN WITNESS WHEREOF, the Parties have executed this Limited Assignment Agreement (Don Campbell–Burbank) effective as of the date first set forth above.

ORNI 47 LLC

By:

Name:

Title:

SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY

By:

Name:

Title:

J. ARON & COMPANY LLC

By:

Name:

Title:

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Appendix 1

Assigned Rights and Obligations

“PPA” means that certain Power Purchase Agreement dated December 31, 2012, by and between ORNI 47 LLC, a Delaware limited liability company, and Southern California Public Power Authority, as amended from time to time.

“Assignment Period” means the period beginning on [ ] and extending through and including [], provided that in no event shall the Assignment Period extend past the earlier of (i) the t
ermination of the Assignment Period pursuant to Section 2 of this Assignment Agreement and (ii) the end of the Delivery Term under the PPA; provided that applicable provisions of this Agreement shall continue in effect after termination of the Assignment Period to the extent necessary to enforce or complete, duties, obl igations or responsibilities of the Parties arising prior to the termination.

“A
ssigned Products” includes (1) 15.38% of Delivered Energy during the Assignment Period; and (2) and Environmental Attributes associated with such 15.38% of Delivered Energy transferred during the Assignment Period; provided, however that the following are expressly excluded from Assigned Products and any and all rights and obligations with respect to the following shall remain with the PPA Buyer: (i) 84.62% of Delivered Energy not subject to this Agreement during the Assignment Period, (ii) Environmental Attributes associated with such

84.62% of Delivered Energy not subject to this Agreement during the Assignment Period, (iii) Capacity Rights and (iv) any other capacity, products, services and/or attributes which are or can be produced by or associated with the Facility.

Further Information: PPA Seller shall continue to transfer the WREGIS Certificates associated with all Renewable Energy Credits corresponding to all Facility Energy under the PPA pursuant to Section 8.4 of the PPA, provided that the transferee of such WREGIS Certificates may be changed from time to time in accordance with the written instructions of both J. Aron and PPA Buyer upon twenty (20) Business Days’ (as defined in the PPA) notice, which change shall be effective as of the first day of the next calendar month, unless otherwise agreed. All Assigned Products delivered by PPA Seller to J. Aron shall be a sale made at wholesale, with J. Aron reselling all such Assigned Products.

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Assigned Prepay Quantity
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Appendix 2

Assigned Prepay Quantity

[NOTE: To be set forth in a monthly volume schedule.]
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Appendix 3

Form of GSG Guaranty

DATE

NAME

ADDRESS

Attention:

Ladies and Gentlemen:

For value received, The Goldman Sachs Group, Inc. (the “Guarantor”), a corporation duly organized under the laws of the State of Delaware, hereby unconditionally guarantees the prompt and complete payment when due, whether by acceleration or otherwise, of all obligations and liabilities, whether now in existence or hereafter arising, of J. Aron & Company LLC, a subsidiary of the Guarantor and a limited liability company duly organized under the laws of the State of New York (the “Company”), to ORNI 47 LLC (the “Counterparty”) arising out of or under the Limited Assignment Agreement (Don Campbell –Burbank) among the Company, the Counterparty and Southern California Public Power Authority dated as of [], 2025. T
his Guaranty is one of payment and not of collection.

Counterparty may at any time and from time to time without notice to or consent of the Guarantor and without impairing or releasing the guaranteed obligations of the Guarantor hereunder: (1) agree with the Company to make any change in the terms of any obligation or liability of the Company to Counterparty, (2) take or fail to take any action of any kind in respect of any security for any obligation or liability of the Company to Counterparty, (3) exercise or refrain from exercising any rights against the Company or others, or (4) compromise or subordinate any obligation or liability of the Company to Counterparty including any security therefor. Any other suretyship defenses are hereby waived by the Guarantor.

The Guarantor further agrees that this Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any of the guaranteed obligations, or interest thereon is rescinded or must otherwise be restored or returned by the ATTACHMENT 4
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Counterparty upon the bankruptcy, insolvency, dissolution or reorganization of the Company.

No failure on the part of the Counterparty to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by the Counterparty of any right, remedy or power hereunder preclude any other or future exercise of any right, remedy or power. Notwithstanding anything in this Guaranty to the contrary, this Guaranty shall continue to be effective or shall be reinstated, as the case may be, if at any time, either before or after the termination hereof, payment of the obligations or liabilities guaranteed pursuant to this Guaranty, or any part thereof, is rescinded or must otherwise be retu rned by Counterparty for any reason, including without limitation upon the insolvency, bankruptcy or reorganization of the Company or the Guarantor, all as though such payment had not been made.

Except as to applicable statutes of limitation, Guarantor hereby agrees that no delay of Counterparty in the exercise of, or failure to exercise, any rights hereunder shall operate as a waiver of such rights, a waiver of any other rights or a release of Guarantor from any obligations hereunder.

No term or provision of this Guaranty shall be amended, modified, altered, waived or supplemented except in a writing signed by Guarantor and Counterparty.

The Guarantor hereby represents as follows:

(a) The Guarantor is duly organized, validly existing, and in good standing under the laws of the State of Delaware and has full power and authority to execute and deliver this Guaranty.

(b) The execution and delivery of this Guaranty have been and remain duly authorized by all necessary action and do not contravene any provision of the Guarantor ’s certificate of incorporation or by-laws, as amended to date, or any law, regulation, decree, order, judgment, resolution or any contractual restriction binding on the Guarantor or its assets that could affect, in a materially adverse manner, the ability of the Guarantor to perform any of its obligations hereunder.

(c) All consents, licenses, clearances, authorizations, and approvals of, and registration and declarations with, any governmental or regulatory authority necessary for the due execution and delivery of this Guaranty have been obtained and remain in full f orce and effect and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any governmental or regulatory authority is required in connection with the execution or delivery of this Guaranty.

(d) This Guaranty constitutes the legal, valid, and binding obligation of the Guarantor, enforceable against the Guarantor in accordance with all of its terms and conditions (subject to the effect of any applicable bankruptcy, insolvency, reorganization, m oratorium or similar law affecting creditors’ rights generally). The enforceability of the Guarantor’s obligations is also subject to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

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The Guarantor may not assign its rights nor delegate its obligations under this Guaranty, in whole or in part, without prior written consent of the Counterparty, and any purported assignment or delegation absent such consent is void, except for (i) an assignment and delegation of all of the Guarantor’s rights and obligations hereunder in whatever form the Guarantor determines may be appropriate to a partnership, corporation, trust or other organization in whatever form that succeeds to all or substantially all of the Guarantor’s assets and business and that assumes such obligations by contract, operation of law or otherwise, and (ii) the Guarantor may transfer this Guaranty or any interest or obligation of the Guarantor in or under this Guaranty, or any property securing this Guaranty, to another entity as transferee as part of the resolution, restructuring or reorganization of the Guarantor upon or following the Guarantor becoming subject to a receivership, insolvency, liquidation, resolution or similar proceeding. Upon any such delegation and assumption or transfer of obligations, the Guarantor shall be relieved of and fully discharged from all obligations hereunder, whether such obligations arose before or after such delegation and assumption or transfer.

THIS GUARANTY SHALL BE GOVERNED BY AND CONSTRUED IN

ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW.

GUARANTOR AGREES TO THE EXCLUSIVE JURISDICTION OF COURTS

LOCATED IN THE STATE OF NEW YORK, UNITED STATES OF AMERICA, OVER ANY DISPUTES ARISING UNDER OR RELATING TO THIS GUARANTY.

U.S. Special Resolution Regime if this Guaranty, and any interest and obligation in or under this Guaranty, were governed by the laws of the United States or a state of the United States.

In the event the Company or the Guarantor, or any of their affiliates, becomes subject to a
U.S. Special Resolution Regime, default rights against the Company or the Guarantor with respect to this Guaranty are permitted to be exercised to no greater extent than such default rights could be exercised under such U.S. Special Resolution Regime if this Guaranty was governed by the laws of the United States or a state of the United States.

Very truly yours,

THE GOLDMAN SACHS GROUP, INC.

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LIMITED ASSIGNMENT AGREEMENT
(TULE HYDRO—BURBANK/SCPPA)
This Limited Assignment Agreement (Tule Hydro--Burbank/SCPPA) (this “ Assignment Agreement”) is entered into as of [ ], 2025 by and among Tule Hydro LLC, a Utah limited liability company (“PPA Seller”) ; the City of Burbank, a California municipal corporation, through its Burbank Water and Power Department (“ Burbank”); and the Southern California Public Power Authority, a public entity and joint powers authority formed and organized pursuant to the California Joint Exercise of Powers Act (California Government Code section 6500, et seq.) (“SCPPA”). This Assignment Agreement relates to that c ertain Renewable Power Purchase Agreement entered into by and between Burbank and PPA Seller on December 21, 2023, as amended from time to time (the “PPA ”), and to the Limited Assignment Agreement ( Tule Hydro—SCPPA/J. Aron) of even date herewith (the “SCPPA Assignment Agreement”) among PPA Seller; SCPPA; and J. Aron & Company LLC, a New York limited liability company (“ J.

Aron”), further transferring the rights and obligations assigned, transferred, and conveyed hereby.

Unless the context otherwise specifies or requires, capitalized terms used but not defined in this Assignment Agreement have the meanings set forth in the PPA.

In consideration of the mutual covenants and agreements herein set forth, PPA Seller, Burbank, and SCPPA (the “Parties” hereto; each is a “Party”) agree as follows:

1. Limited Assignment.
(a) Burbank hereby assigns, transfers, and conveys to SCPPA, and SCPPA hereby accepts and assumes, all of Burbank’s right, title and interest in and to its rights under the PPA to receive delivery of the products described in Appendix 1 (“ Assigned Products ”) during the Assignment Period (as defined in Appendix 1) , as such rights are further limited or described in the “Further Information/Limitations” section on Appendix 1 (the “Assigned Product Rights ”) and subject to the following additional terms of this Section 1.
(b) B urbank hereby delegates to SCPPA the obligation to purchase Assigned Products and pay the APC Contract Price (as defined in Appendix 1) for all Assigned Products that are actually delivered to or for the account of SCPPA or its assigns pursuant to the Assigned Product Rights during the Assignment Period (the “ Delivered Product Payment Obligation” and, together with the Assigned Product Rights, collectively the “Assigned Rights and Obligations ”), provided that t he Parties acknowledge and agree that PPA Seller will be obligated to deliver a single, consolidated invoice (pursuant to Section 8.1 of the PPA) to Burbank during the Assignment Period and shall simultaneously deliver copies thereof to J. Aron and SCPPA. Burbank expressly retains all of its other rights and obligations under the PPA. Burbank agrees that it will remain responsible for all payments due to PPA Seller pursuant to the Delivered Product Payment Obligation within five (5) Business Days (as defined in the PPA) of receiving Notice (as defined in the PPA) of non-payment from PPA Seller;
(c) Al l scheduling of Assigned Products under the PPA shall continue to take place between Burbank and PPA Seller pursuant to the terms of the PPA; provided that (i) title to ATTACHMENT 5
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Assigned Products will pass from PPA Seller to SCPPA or its assigns upon PPA Seller’s delivery in accordance with the PPA; (ii) Burbank is authorized by SCPPA to and shall act as the Scheduling Coordinator, as that term is defined in the PPA , with regard to scheduling Assigned Product s; (iii) Burbank will provide copies to SCPPA and its assigns of any Notice (as defined in the PPA) of a Force Majeure Event or an Event of Default or default, breach, or other occurrence that if not cured within the applicable grace period could result in an Event of Default, which must be provided contemporaneously with any delivery of such Notice to PPA Seller and, as applicable, any collateral assign ee or promptly after receipt thereof from PPA Seller; (iv) t o the extent such additional notices, reports and updates are provided, PPA Seller will provide copies to SCPPA and its assigns of forecasts delivered to Burbank in accordance with Section 4.3 of the PPA (and any updates to such forecasts ); (v) to the exten such additional notices, reports and updates are provided, PPA Seller will provide copies to SCPPA and its assigns of all invoices and supporting data that it provides to Burbank pursuant to Section 8.1 of the PPA, provided that any payment adjustments or subsequent reconciliations occurring after the date that is ten (10) days prior to the payment due date for an invoice will be resolved solely between Burbank and PPA Seller , and therefore PPA Seller will not be obligated to deliver copies of any communications relating thereto to SCPPA or its assigns; and (vi) Burbank and PPA Seller, as applicable, will provide copies to SCPPA and its assigns of any other information reasonably requested by SCPPA or its assigns relating to Assigned Products;
(d) Notwithstanding any other provision of this Assignment Agreement, Burbank shall be entitled to retain for its own account all amounts payable by CAISO associated with delivery of the Assigned Products to CAISO, including where Burbank is the Scheduling Coordinator for the Facility (as defined in the PPA) and through scheduling of ISTs (as defined below); and
(e) If the C lean Energy P urchase Contract (Tule Hydro—Burbank/SCPPA) between Burbank and SCPPA, dated [], 2025, is terminated pursuant to the terms thereof, then (i) this Assignment Agreement shall terminate on the same date; (ii) SCPPA shall promptly notify each of the other Parties hereto of such termination; and (iii) upon any such termination, the rights and obligations hereby assigned shall immediately revert to Burbank as if the Assignment Agreement never existed.

As used in clause (1)(d) above, the following terms have the meanings specified below:
“CAISO” means California Independent System Operator or its successor. “CAISO Tariff ” means the CAISO’s Federal Energy Regulatory Commission approved tariff, as modified, amended, or supplemented from time to time. “Inter-SC Trade” or “IST” has the meaning set forth in the CAISO Tariff. “Scheduling Coordinator” means an entity certified by the CAISO as qualifying as a Scheduling Coordinator pursuant to the CAISO Tariff for the purposes of undertaking the functions specified in “Responsibilities of a Scheduling ATTACHMENT 5
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Coordinator,” of the CAISO , which in the instance of the PPA is Burbank or Burbank’s agent.
(f) PPA Seller hereby consents and agrees to the assignment, transfer, conveyance and delegation described in clauses (a) and (b) above, and SCPPA accepts the same, subject to the terms and limitations of this Assignment Agreement. (g) The “A ssigned Prepay Quantity ” set forth in Appendix 2 relates to rights and obligations by and among J. Aron, SCPPA, and Burbank and, except as otherwise expressly set forth h
erein, has no impact on PPA Seller’s rights and obligations under the PPA.

2. Assignment Early Termination.
(a) The Assignment Period shall terminate early upon the occurrence of any of the following:
(1) delivery of a written Notice of termination by either Burbank or SCPPA to each of the other Parties hereto;
(2) delivery of a written Notice of termination by PPA Seller to Burbank, SCPPA, and J. Aron following any failure to pay when due any amounts owed to PPA Seller pursuant to the Delivered Product Payment Obligation, and such failure continues for five (5) Business Days (as defined in the PPA) following the later of receipt of written Notice by such;
(3) delivery of a written Notice by PPA Seller or Burbank to each of the other Parties to this Agreement and J. Aron if any of the events described in the definition of Bankrupt contained within the PPA occurs with respect to SCPPA or J. Aron as though SCPPA or J. Aron were a party to the PPA; or
(4) delivery of a written N otice by SCPPA or Burbank to each of the other P arties to this Agreement and J. Aron if any of the events described in the definition of Bankrupt contained within the PPA occurs with respect to PPA Seller. (b) I
n the event of an early termination pursuant to Section 2(a), the Assignment Period will end at the end of the last delivery hour on the date specified in the termination N otice provided pursuant to Section 2(a), which date shall not be earlier than the end of the last day of the calendar month in which such N otice is delivered if termination is pursuant to clause 2(a)(1) or 2(a)(2) above. All Assigned Rights and Obligations shall immediately revert to Burbank, without further action by the Parties, upon the early termination of the Assignment Period, provided that (i) SCPPA and its assigns shall remain responsible for the Delivered Product Payment Obligation with respect to any Assigned Product s delivered by PPA Seller prior to the end of the Assignment Period, and (ii) any legal restrictions on the effectiveness of such reversion (whether arising under bankruptcy law or otherwise) shall not affect the expiration or early termination of the Assignment Period. (c) T
he Assignment Period will automatically terminate upon (i) the early termination of the PPA or (ii) the termination of the SCPPA Assignment Agreement, and, in each case, a ll ATTACHMENT 5
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Assigned Rights and Obligations shall immediately revert to Burbank, without further action by the Parties, upon the early termination of the PPA or the SCPPA Assignment Agreement, as applicable, provided that (i) SCPPA and its assigns shall remain responsible for the Delivered Product Payment Obligation with respect to any Assigned Products delivered by PPA Seller prior to the end of the Assignment Period, and (ii) any legal restrictions on the effectiveness of such reversion (whether arising under bankruptcy law or otherwise) shall not affect the expiration or early termination of the Assignment Period.

3. Representations and Warranties. PPA Seller and Burbank represent and warrant to SCPPA and its assigns that (a) the PPA is in full force and effect; (b) no known event or circumstance presently exists that would give either PPA Seller or Burbank the right to terminate the PPA or suspend performance thereunder; and (c) all of their respective obligations under the PPA required to be performed on or before the date hereof have been fulfilled. PPA Seller further represents to Burbank, SCPPA, and its assigns that it has secured all known consents to this Assignment Agreement that may be required by the PPA, any agreement referenced therein, or any assignment of its rights thereunder.

4. Miscellaneous. Article 12 (Limitation of Liability and Exclusion of Warranties ), Sections

19.2 (Amendments) (provided that no consent or approval by SCPPA or J. Aron shall be required in order to amend the PPA) , 19.3 ( No W aiver), 19.7 (Counterparts ; Electronic Signatures), and 19.8 (Binding E ffect) of the PPA are incorporated by reference into this Assignment Agreement, mutatis mutandis, as if fully set forth herein. For the avoidance of doubt, J.Aron shall be a “ SCPPA assign ” upon execution and delivery of the SCPPA Assignment Agreement for the duration of the Assignment Period.

5. [Limited Obligation. Notwithstanding anything to the contrary herein, all obligations of SCPPA under this Assignment Agreement, including without limitation all obligations to make payments of any kind whatsoever, are special, limited obligations of SCPPA, payable solely from the Trust Estate (as such term is defined in the Trust Indenture, dated as of ______ , 2025, between SCPPA and U.S. Bank Trust Company, National Association, as trustee) as and to the extent provided in such Trust Indenture, including with respect to Operating Expenses (as such term is defined in such Trust Indenture). SCPPA shall not be required to advance any moneys derived from any source other than the Revenues (as such term is defined in such Trust Indenture) and other assets pledged under such Trust Indenture for any of the purposes in this Assignment Agreement or the PPA. Neither the faith and credit of SCPPA nor the taxing power of the State of California or any political subdivision thereof is pledged to payments pursuant to this Assignment Agreement or the PPA. SCPPA shall not be directly, indirectly, contingently or otherwise liable for any costs, expenses, losses, damages, claims or actions, of any conceivable kind on any conceivable theory, under or by reasons of or in connection with this Assignment Agreement or the PPA, except solely to the extent Revenues (as such term is ATTACHMENT 5
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defined in such Trust Indenture) are received for the payment thereof and may be applied therefor pursuant to the terms of such Trust Indenture.]1

6. Notices. Any notice, demand, or request required or authorized by this Assignment Agreement to be given by one Party to another Party s hall be in writing and shall either be sent by email tr
ansmission (to the extent the intended receiving Party has provided an email address for notices sent pursuant to this Section 6), courier, or personal delivery (including overnight delivery service) to each of the notice recipients and addresses (including email addresses, if applicable) specified in this Section 6 for the receiving Party. Any such notice, demand, or request shall be deemed to be given ( a) when actually received if delivered by email transmission or (b) when actually received if delivered by courier or personal delivery (including overnight delivery service). Each Party shall have the right, upon ten ( 10) days’ prior written notice to the other Parties, to change its list of notice recipients and addresses set forth below.

I
f to SCPPA:

Southern California Public Power Authority
Attention: Executive Director
1160 Nicole Court
Glendora, CA 91740
Email: [email protected]

If to J. Aron:

J. Aron & Company LLC
200 West Street
New York, New York 10282-2198
Email: [email protected]
If to Burkbank:

Attention: General Manager
Burbank Water and Power
320 N. Lake Ave.

Burbank, CA 91502
Email: drothl [email protected]

If to PPA Seller:
2 Tule Hydro LLC
Attention: Miriah Elliott
711 Turtle Point Drive
Ivins, UT 84738
Email: [email protected]

1 NTD: J. Aron would like to discuss the necessity of this provision as PPA Seller may take issue with it. 2 Note to PPA Seller: Please confirm.

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7. Governing Law, Jurisdiction, and Waiver of Jury Trial. (a) Governing Law. This Assignment Agreement and the rights and duties of the Parties under this Assignment Agreement will be governed by and construed, enforced and performed in accordance with the laws of the State of California, without regard to conflicts of law principles.
(b) Jurisdiction. The Parties agree that any litigation arising out of or relating to this Assignment Agreement shall be brought exclusively in the federal courts of the United States or the courts of the State of California sitting in Tulare County, California, and each Party consents to such jurisdiction. The Parties irrevocably agree to submit to the exclusive jurisdiction of such courts in the State of California and waive any defense of forum non conveniens.

(c) Waiver of Right to Trial by Jury. Each Party waives, to the fullest extent permitted by applicable law and as provided in the PPA for disputes thereunder, any right it may have to a trial by jury in respect of any suit, action or proceeding relating to this Assignment Agreement.

8. Further Assignments. Except as provided in the SCPPA Assignment Agreement, SCPPA and J. Aron are prohibited from further transferring to third parties the rights and obligations assigned, transferred, and conveyed hereby without first obtaining the express, written approval of Burkbank and PPA Seller.
[Remainder of Page Intentionally Blank]
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IN WITNESS WHEREOF, the Parties have executed this Limited Assignment Agreement (Tule Hydro—Burbank/SCPPA) effective as of the date first set forth above.

TULE HYDRO LLC

By:

Name:

Title:

SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY

By:

Name:

Title:

CITY OF BURBANK

By:

Name:

Title:

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APPENDIX 1

Assignment Schedule
APC Contract Price: [].

Assignment Period: The period beginning on [] and extending through and until [], provided that in no event shall the Assignment Period extend past the earlier of (i) the termination of the Assignment Period pursuant to Section 2 of the Assignment Agreement and (ii) the end of the Delivery Term under the PPA; provided that applicable provisions of this Assignment Agreement shall continue in effect after termination of the Assignment Period to the extent necessary to enforce or complete, duties, obligations, or responsibilities of the Parties arising prior to the termination.

Assigned Products: (1) Delivered Energy during the Assignment Period; and (2) Green Attributes (including but not limited to Portfolio Content Category 1 RECs) associated with Delivered Energy transferred during the Assignment Period. For the avoidance of doubt, the Assigned Products exclude (i) Capacity Attributes, (ii) Ancillary Services, (iii) Resource Adequacy Benefits and (iv) any other capacity, products, services and/or attributes (other than as provided in clauses (1) and (2) above) that are or can be produced by or are associated with the Facility.

Further Information/Limitations: PPA Seller shall continue to transfer WREGIS Certificates associated with all Green Attributes corresponding to all Delivered Energy under the PPA to Burbank consistent with Section 4.8 of the PPA, provided that the transferee of such WREGIS Certificates may be changed from time to time in accordance with written instructions from Burbank (i) upon twenty (20) Business Days’ Notice and (ii) subject to the new transferee’s prior written consent, which change shall be effective as of the first day of the next calendar month, unless otherwise agreed. All Assigned Products delivered by PPA Seller to SCPPA and its assigns shall be a sale made at wholesale, with SCPPA and its assigns reselling all such Assigned Products.

ATTACHMENT 5
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APPENDIX 2

Assigned Prepay Quantity

[NOTE: To be set forth in a monthly volume schedule.]

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LIMITED ASSIGNMENT AGREEMENT
(TULE HYDRO—SCPPA/J. ARON)
This Limited Assignment Agreement (Tule Hydro —SCPPA/J. Aron) (this “ Assignment Agreement”) is entered into as of [ ], 2025 by and among Tule Hydro LLC, a Utah limited liability company (“PPA Seller”), the Southern California Public Power Authority, a public entity and joint powers authority formed and organized pursuant to the California Joint Exercise of Powers Act (California Government Code s ection 6500, et seq.) (“SCPPA”), and J. Aron & Company LLC, a New York limited liability company (“J. Aron”). This Assignment Agreement relates to that certain Renewable Power Purchase Agreement entered into by and between the City of Burbank, acting through the Burbank Water and Power Department (“ Burbank”), and PPA Seller on December 21, 2023, as amended from time to time (the “ PPA”), and to the Limited Assignment Agreement (Tule Hydro—Burbank/SCPPA ) of even date herewith (the “ Burbank Assignment Agreement”) among PPA Seller; SCPPA; and Burbank, transferring to SCPPA the rights and obligations assigned, transferred, and conveyed hereby. Unless the context otherwise specifies or requires, capitalized terms used but not defined in this Assignment Agreement have the meanings set forth in the PPA.

I
n consideration of the mutual covenants and agreements herein set forth, PPA Seller, SCPPA and J. Aron (the “Parties” hereto; each is a “Party”) agree as follows:

1. L
imited Assignment.
(
a) SCPPA hereby assigns, transfers and conveys to J. Aron, and J. Aron hereby accepts and assumes, all of SCPPA’s right , title and interest in and to its rights under the Burbank Assignment Agreement to receive delivery of the products described i n Appendix 1 (“Assigned Products”) during the Assignment Period (as defined in Appendix 1), as such rights are limited and further described in Section 1 of the Burbank Assignment Agreement and Appendix 1 to the Burbank Assignment (the “ Assigned Product Rights”). All Assigned Products shall be delivered pursuant to the terms and conditions of
this Assignment Agreement during the Assignment Period as defined in Appendix 1.

All other rights of Burbank under the PPA are expressly reserved for Burbank as provided in the Burbank Assignment Agreement.
(b
) SCPPA hereby delegates t o J. Aron, and J. Aron assumes, the obligation to purchase the Assigned Products and pay the APC Contract Price (as defined in Appendix 1) for all Assigned Products that are actually delivered to or for the account of J. Aron pursuant to the Assigned Product Rights during the Assignment Period (the “ Delivered Product Payment Obligation” and, together with the Assigned Product Rights, collectively the “Assigned Rights and Obligations”), provided that the Parties acknowledge and agree that PPA Seller will be obligated to deliver a single , consolidated i nvoice to Burbank during the Assignment Period and shall deliver simultaneously copies thereof to J. Aron and SCPPA. All other rights and obligations of Burbank under the PPA are expressly retained by Burbank as provided in the Burbank Assignment Agreement. T he Parties acknowledge that, to the extent J. Aron each fails to pay for any Assigned Products by the due date for payment set forth in the PPA, Burbank has agreed in the Burbank Assignment Agreement that it will remain responsible for all payments due to PPA Seller pursuant to the Delivered Product Payment Obligation within five (5) Business Days (as defined in the PPA) of receiving N otice (as defined in the PPA) of non- payment from PPA Seller.

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(c) All scheduling of Assigned Products under the PPA shall continue to take place between Burbank and PPA Seller pursuant to the terms of the PPA and the Burbank Assignment Agreement; provided that (i) title to Assigned Products will pass from PPA Seller to J.

Aron upon PPA Seller’s delivery in accordance with the PPA; (ii) Burbank is authorized by J. Aron to and shall act as the Scheduling Coordinator, as that term is defined in the PPA, with regard to scheduling Assigned Products; (iii) Burbank will provide copies to J. Aron as SCPPA’s assignee of any Notice (as defined in the PPA) of Force Majeure Event or an Event of Default or default, breach, or other occurrence that if not cured within the applicable grace period could result in an Event of Default, which must be provided contemporaneously with any delivery of such Notice to PPA Seller and, as applicable, any collateral assignee or promptly after receipt thereof from PPA Seller; (iv) PPA Seller will provide copies to J. Aron of forecasts delivered to Burbank in accordance with Section 4.3 of the PPA (and any updates to such forecasts); (v) to the extent such additional notices, reports and updates are provided, PPA Seller will provide copies to J.

Aron of all invoices and supporting data that it provides to Burbank pursuant to Sections

8.1 and 8.4 of the PPA, provided that any payment adjustments or subsequent reconciliations occurring after the date that is ten (10) days prior to the payment due date for an invoice will be resolved solely between Burbank and PPA Seller, and therefore PPA Seller will not be obligated to deliver copies of any communications relating thereto to J. Aron; and (vi) to the extent such additional notices, reports and updates are provided, Burbank and PPA Seller, as applicable, will provide copies to J. Aron of any other information reasonably requested by J. Aron relating to Assigned Products;

(d) Notwithstanding any other provision of this Assignment Agreement, Burbank shall be entitled to retain for its own account all amounts payable by CAISO associated with delivery of the Assigned Products to CAISO, including where Burbank is the Scheduling Coordinator for the Facility (as defined in the PPA) and through scheduling of ISTs (as defined below) as provided in the Burbank Assignment Agreement; and

(e) If the C lean Energy P urchase Contract (Tule Hydro—Burbank/SCPPA) between Burbank and SCPPA, dated [], 2025, is terminated pursuant to the terms thereof, then (i) this Assignment Agreement shall terminate on the same date; (ii) SCPPA shall promptly notify each of the other Parties hereto of such termination; and (iii) upon any such termination, the rights and obligations hereby assigned shall immediately revert to Burbank as if the Assignment Agreement never existed.

As used in clause (1)(d) above, the following terms have the meanings specified below:
“CAISO” means California Independent System Operator or its successor. “CAISO Tariff ” means the CAISO’s Federal Energy Regulatory Commission approved tariff, as modified, amended, or supplemented from time to time.
“Inter-SC Trade” or “IST” has the meaning set forth in the CAISO Tariff. “Scheduling Coordinator ” means an entity certified by the CAISO as qualifying as a Scheduling Coordinator pursuant to the CAISO Tariff for the purposes of undertaking the functions specified in “Responsibilities of ATTACHMENT 6
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a Scheduling Coordinator,” of the CAISO, which in the instance of the PPA is Burbank or Burbank’s agent.
(f) PPA Seller acknowledges that (i) the Assigned Products will be re-delivered through one or more intermediaries, including SCPPA, to Burbank; and (ii) in the event that Burbank fails to pay SCPPA for any Assigned Products, the receivables owed by Burbank to SCPPA for such Assigned Products (“ Burbank Receivables”) may be transferred to J.

Aron. To the extent any such Burbank Receivables are transferred to J. Aron, J. Aron may transfer such Burbank Receivables to PPA Seller and apply the face amount thereof as a reduction to any Delivered Product Payment Obligation. Thereafter, PPA Seller shall be entitled to pursue collection on such Burbank Receivables directly against Burbank.

(g) Each of SCPPA and PPA Seller hereby consents and agrees to the assignment, transfer , conveyance and delegation described in clauses (a) and (b) above, and J. Aron hereby accepts the same, subject to the terms and limitations of this Assignment Agreement.

(h) T he “Assigned Prepay Quantity” set forth in Appendix 2 relates to rights and obligations by and among J. Aron, SCPPA, and Burbank an d , except as otherwise expressly set forth herein, has no impact on PPA Seller’s rights and obligations under the PPA.

2. Assignment Early Termination.

(a) The Assignment Period shall terminate early upon the occurrence of any of the following:

(1) delivery of a written Notice of termination by either J. Aron or SCPPA to each of the other Parties hereto;

(2) delivery of a written N otice of termination by PPA Seller to J. Aron and SCPPA following any failure to pay when due any amounts owed to PPA Seller pursuant to the Delivered Product Payment Obligation, and such failure continues for five (5) Business Days (as defined in the PPA) following the later of receipt of written Notice by such Parties;

(3) delivery of a written Notice by PPA Seller or SCPPA to each of the other P arties to this Agreement if any of the events described in the definition of Bankrupt contained within the PPA occurs with respect to SCPPA , J. Aron as though SCPPA, J. Aron were a party to the PPA; or

(4) delivery of a written Notice by J. Aron or SCPPA to each of the other P arties to this Agreement if any of the events described in the definition of Bankrupt contained within the PPA occurs with respect to PPA Seller.

(b)
In the event of an early termination pursuant to Section 2(a), the Assignment Period will end at the end of the last delivery hour on the date specified in the termination N otice provided pursuant to Section 2(a), which date shall not be earlier than the end of the last day of the calendar month in which such Notice is delivered if termination is pursuant to clause 2(a)(1) or 2(a)(2) above. All Assigned Rights and Obligations shall immediately revert to Burbank, without further action by the Parties, upon the early termination of the ATTACHMENT 6
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Assignment Period, provided that (i) J. Aron shall remain responsible for the Delivered Product Payment Obligation with respect to any Assigned Product s delivered by to J.

Aron or for the benefit of J. Aron by PPA Seller prior to the end of the Assignment Period, and (ii) any legal restrictions on the effectiveness of such reversion (whether arising under bankruptcy law or otherwise) shall not affect the expiration or early termination of the Assignment Period.

(c) The Assignment Period will automatically terminate upon (i) the early termination of the PPA or (ii) the termination of the Burbank Assignment Agreement, and, in each case, all Assigned Rights and Obligations shall immediately revert to Burbank, without further action by the Parties, upon the early termination of the PPA or the SCPPA Assignment Agreement, as applicable, provided that (i) J. Aron shall remain responsible for the Delivered Product Payment Obligation with respect to any Assigned Products delivered to J. Aron or for the benefit of J. Aron by PPA Seller prior to the end of the Assignment Period, and (ii) any legal restrictions on the effectiveness of such reversion (whether arising under bankruptcy law or otherwise) shall not affect the expiration or early termination of the Assignment Period.

3. Representations and Warranties. PPA Seller represents and warrants to J. Aron that (a) the PPA is in full force and effect; (b) no known event or circumstance presently exists that would give either PPA Seller or Burbank the right to terminate the PPA or suspend performance thereunder; and (c) all of its respective obligations under the PPA required to be performed on or before the date hereof have been fulfilled. PPA Seller further represents to SCPPA and J. Aron that it has secured all known consents to this Assignment Agreement that may be required by the PPA, any agreement referenced therein, or any assignment of its rights thereunder.

4. Miscellaneous. Article 12 (Limitation of Liability and Exclusion of Warranties) and Sections

19.2 (Amendments ), 19.3 ( No W aiver), 19.7 (Counterparts ; Electronic Signatures ), and 19.8 (Binding E ffect) of the PPA are incorporated by reference into this Assignment Agreement, mutatis mutandis, as if fully set forth herein.

5. Limited Obligation. Notwithstanding anything to the contrary herein, all obligations of SCPPA under this Assignment Agreement, including without limitation all obligations to make payments of any kind whatsoever, are special, limited obligations of SCPPA, payable solely from the Trust Estate (as such term is defined in the Trust Indenture, dated as of ______ 1, 2025, between SCPPA and U.S. Bank Trust Company, National Association, as trustee) as and to the extent provided in such Trust Indenture, including with respect to Operating Expenses (as such term is defined in such Trust Indenture). SCPPA shall not be required to advance any moneys derived from any source other than the Revenues (as such term is defined in such Trust Indenture) and other assets pledged under such Trust Indenture for any of the purposes in this Assignment Agreement or the PPA. Neither the faith and credit of SCPPA nor the taxing power of the State of California or any political subdivision thereof is pledged to payments pursuant to this Assignment Agreement or the PPA. SCPPA shall not be directly, indirectly, contingently or otherwise liable for any costs, expenses, losses, damages, claims or actions, of any conceivable kind on any conceivable theory, under or by reasons of or in connection with this Assignment Agreement or the PPA, except solely to the extent Revenues (as such term is defined in such Trust Indenture) are received for the payment thereof and may be applied therefor pursuant to the terms of such Trust Indenture.

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6. Notices. Any notice, demand, or request required or authorized by this Assignment Agreement to be given by one Party to another Party s hall be in writing and shall either be sent by e mail transmission (to the extent the intended receiving Party has provided an email address for notices sent pursuant to this Section 6), courier, or personal delivery (including overnight delivery service) to each of the notice recipients and addresses (including email addresses, if applicable) specified in this Section 6 for the receiving Party. Any such notice, demand, or request shall be deemed to be given ( a) when actually received if delivered by email transmission or (b) when actually received if delivered by courier or personal delivery (including overnight delivery service). Each Party shall have the right, upon 10 days’ prior written notice to the other Party, to change its list of notice recipients and addresses set forth below. Notwithstanding the foregoing, any Party may at any time notify the other Parties that any notice, demand or request to it must be provided by email transmission for a specified period of time or until further notice, and any communications delivered by means other than email transmission during the specified period of time shall be ineffective.

I
f to PPA Seller:

Tule Hydro LLC

Email:

If to SCPPA:

Southern California Public Power Authority
1160 Nicole Court
Glendora, CA 91740
Email: [email protected]

If to J. Aron:

J. Aron & Company LLC
200 West Street
New York, New York 10282-2198
Email: [email protected]

7. U.S. Resolution Stay Provisions.
(a) As between J. Aron and SCPPA, J. Aron and SCPPA hereby confirm that t hey are
adherents to the ISDA 2018 U.S. Resolution Stay Protocol (“ISDA U.S. Stay Protocol”), the terms of the ISDA U.S. Stay Protocol are incorporated into and form a part of this Assignment Agreement, and for the purposes of such incorporation, (i) J. Aron shall be deemed to be a Regulated Entity , (ii) SCPPA shall be deemed to be an Adhering Party, and (iii) this Assignment Agreement shall be deemed a Protocol Covered Agreement. In the event of any inconsistencies between this Assignment Agreement and the ISDA U.S.

Stay Protocol, the ISDA U.S. Stay Protocol will prevail.

(b
) As between J. Aron and PPA Seller:

(i
) In the event that J. Aron becomes subject to a proceeding under (A) the Federal Deposit Insurance Act and the regulations promulgated thereunder or (B) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder (a “U.S. Special Resolution Regime”), the transfer from J. Aron ATTACHMENT 6
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of this Agreement, and any interest and obligation in or under, and any property securing, this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any interest and obligation in or under, and any property securing, this Agreement were governed by the laws of the United States or a state of the United States.

(
ii) In the event that J. Aron or an Affiliate becomes subject to a proceeding under a U.S. Special Resolution Regime, any Default Rights (as defined in 12 C.F.R. §§ 252.81,

47.2 or 382.1, as applicable (“Default Right ”)) under this Agreement that may be exercised against J. Aron are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.

(
iii) Limitation on Exercise of Certain Default Rights Related to an Affiliate’s Entry into Insolvency Proceedings . Notwithstanding anything to the contrary in this Assignment Agreement, J. Aron and PPA Seller expressly acknowledge and agree that:

(1
) PPA Seller shall not be permitted to exercise any Default Right with respect to this Agreement or any Affiliate Credit Enhancement that is related, directly or indirectly, to an Affiliate of J. Aron becoming subject to receivership, insolvency, liquidation, resolution, or similar proceeding (an “ Insolvency Proceeding”), except to the extent that the exercise of such Default Right would be permitted under the provisions of 12 C.F.R. 252.84, 12 C.F.R. 47.5 or 12 C.F.R. 382.4, as applicable; and

(2) Nothing in this Agreement shall prohibit the transfer of any Affiliate Credit Enhancement, any interest or obligation in or under such Affiliate Credit Enhancement, or any property securing such Affiliate Credit Enhancement, to a transferee upon or following an Affiliate of J. Aron becoming subject to an Insolvency Proceeding, unless the transfer would result in PPA Seller being the beneficiary of such Affiliate Credit Enhancement in violation of any law applicable to PPA Seller.

(i
v) U.S. Protocol. If PPA Seller adheres to the ISDA U.S. Protocol after the date of this Agreement, the terms of the ISDA U.S. Protocol will supersede and replace the terms of this Section 7(b).

(v
) For purposes of this Section 7(b):

(1) “ Affiliate” is defined in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); and

(2) “ Credit Enhancement” means any credit enhancement or credit support arrangement in support of the obligations of J. Aron under or with respect to this Agreement, including any guarantee, collateral arrangement (including any pledge, charge, mortgage or other security interes t in collateral or title transfer arrangement), trust or similar arrangement, letter of credit, transfer of margin or any similar arrangement.

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8. Governing Law, Jurisdiction; Waiver of Jury Trial; Limited Obligation.

(b) Jurisdiction. All judicial proceedings arising out of or relating to this Assignment Agreement and involving J. Aron shall be brought exclusively in the federal courts of the United States to the maximum extent permitted by federal jurisdiction and otherwise in the courts of the State of California sitting in Tulare County, and each Party consents to such jurisdiction.

All judicial proceedings arising out of or relating to this Assignment Agreement and only involving SCPPA and PPA Seller shall be brought in the federal courts of the United States or the courts of the State of California sitting in Tulare County, California.

The Parties irrevocably agree to submit to the exclusive jurisdiction of the respective aforementioned courts and waive any defense of forum non conveniens.

9. Further Assignments. Except as provided in this Assignment Agreement, SCPPA and J. Aron are prohibited from further transferring to third parties the rights and obligations assigned, transferred, and conveyed hereby without first obtaining the express, written approval of Burbank and PPA Seller.

[Remainder of Page Intentionally Blank]

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IN WITNESS WHEREOF, the Parties have executed this Limited Assignment Agreement (Tule Hydro—SCPPA/J. Aron) effective as of the date first set forth above.

TULE HYDRO LLC

By:

Name:

Title:

SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY

By:

Name:

Title:

J. ARON & COMPANY LLC

By:

Name:

Title:

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APPENDIX 1

Assignment Schedule

APC Contract Price: [].

Further Information/Limitations: PPA Seller shall continue to transfer WREGIS Certificates associated with Green Attributes corresponding to all Delivered Energy under the PPA to Burbank consistent with Section 4.8 of the PPA, provided that the transferee of such WREGIS Certificates may be changed from time to time in accordance written instructions from Burbank (i) upon twenty (20) Business Days’ Notice and (ii) subject to the new transferee’s prior written consent, which change shall be effective as of th e first day of the next calendar month, unless otherwise agreed.

All Assigned Products delivered by PPA Seller to J. Aron shall be a sale made at wholesale, with J. Aron reselling all such Assigned Products.

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APPENDIX 2

Assigned Prepay Quantity

[NOTE: To be set forth in a monthly volume schedule.]

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SM Draft 11 December 2025
C
LEAN ENERGY PURCHASE CONTRACT1
between

SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY
and
[____]
Dated as of [_____], 2026
1 NTD: To streamline negotiations, we have created a generic form for review and comment by the working group. Once agreed upon, we will replicate this for each of the four Project Participants.

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TABLE OF CONTENTS
Page
ARTICLE I. DEFINITIONS ........................................................................................................2 Section 1.1 Defined Terms ................................................................................................2 Section 1.2 Definitions; Interpretation .............................................................................13 ARTICLE II. DELIVERY PERIOD; NATURE OF CLEAN ENERGY PROJECT; CONDITION PRECEDENT ........................................................................13 Section 2.1 Delivery Period .............................................................................................13 Section 2.2 Condition Precedent ......................................................................................13 Section 2.3 Pledge of this Agreement ..............................................................................13 ARTICLE III. SALE AND PURCHASE; PRICING ...............................................................14 Section 3.1 Sale and Purchase of Product ........................................................................14 Section 3.2 Purchaser Payments ......................................................................................14 Section 3.3 Annual Refund ..............................................................................................15 Section 3.4 Reset Period Remarketing.............................................................................15 Section 3.5 Limited Obligation to Take Base Quantities ................................................17 Section 3.6 Partial Suspension of Issuer Assigned PPA PSAs ........................................17 ARTICLE IV. FAILURE TO SCHEDULE PRODUCT .........................................................17 Section 4.1 Issuer’s Failure to Schedule Base Quantity (Not Due to Force Majeure) ........................................................................................................17 Section 4.2 Purchaser’s Failure to Schedule or Receive Base Quantities (Not Due to Force Majeure) ..................................................................................18 Section 4.3 Assigned Product ..........................................................................................18 Section 4.4 Sole Remedies ...............................................................................................18 ARTICLE V. DELIVERY POINTS; SCHEDULING .............................................................18 Section 5.1 Delivery Points..............................................................................................18 Section 5.2 Transmission and Scheduling .......................................................................19 Section 5.3 Title and Risk of Loss ...................................................................................19 Section 5.4 Communications Protocol .............................................................................19 Section 5.5 Deliveries within CAISO or another Balancing Authority ...........................19 ATTACHMENT 7
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Section 5.6 Assigned Products .........................................................................................20 ARTICLE VI. ASSIGNMENT OF POWER PURCHASE AGREEMENTS ........................20 Section 6.1 Assignments Generally .................................................................................20 Section 6.2 Failure to Obtain EPS Compliant Energy .....................................................22 Section 6.3 Early Termination of Assignment Periods and Updates to Exhibits ............22 Section 6.4 J. Aron Non-Payment to APC Party .............................................................23 ARTICLE VII. USE OF PRODUCT .........................................................................................23 Section 7.1 Tax Exempt Status of the Bonds ...................................................................23 Section 7.2 Priority Products ...........................................................................................24 Section 7.3 Assistance with Sales to Third Parties ..........................................................24 Section 7.4 Qualifying Use ..............................................................................................25 Section 7.5 Remediation ..................................................................................................25 Section 7.6 Remediation; Ledger Entries; Redemption ...................................................26 ARTICLE VIII. REPRESENTATIONS AND WARRANTIES; ADDITIONAL COVENANTS ................................................................................................26 Section 8.1 Representations and Warranties ....................................................................26 Section 8.2 Warranty of Title...........................................................................................28 Section 8.3 Disclaimer of Warranties ..............................................................................28 Section 8.4 Continuing Disclosure ..................................................................................28 ARTICLE IX. TAXES.................................................................................................................28 ARTICLE X. JURISDICTION ..................................................................................................29 ARTICLE XI. FORCE MAJEURE ...........................................................................................29 Section 11.1 Applicability of Force Majeure .....................................................................29 Section 11.2 Settlement of Labor Disputes........................................................................29 ARTICLE XII. GOVERNMENTAL RULES AND REGULATIONS ...................................30 Section 12.1 Compliance with Laws .................................................................................30 Section 12.2 Contests .........................................................................................................30 Section 12.3 Defense of Agreement ..................................................................................30 ATTACHMENT 7
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ARTICLE XIII. ASSIGNMENT ................................................................................................30 ARTICLE XIV. PAYMENTS.....................................................................................................31 Section 14.1 Monthly Statements ......................................................................................31 Section 14.2 Payments .......................................................................................................32 Section 14.3 Payment of Disputed Amounts .....................................................................33 Section 14.4 Late Payment ................................................................................................33 Section 14.5 Audit; Adjustments .......................................................................................33 Section 14.6 Netting; No Set-Off.......................................................................................34 Section 14.7 Source of Purchaser’s Payments ...................................................................34 Section 14.8 Rate Covenant ...............................................................................................34 Section 14.9 Pledge of Utility Revenues ...........................................................................34 Section 14.10 Financial Responsibility................................................................................35 ARTICLE XV. [RESERVED] ....................................................................................................35 ARTICLE XVI. NOTICES .........................................................................................................35 ARTICLE XVII. DEFAULT; REMEDIES; TERMINATION ...............................................35 Section 17.1 Issuer Default ................................................................................................35 Section 17.2 Purchaser Default ..........................................................................................36 Section 17.3 Remedies Upon Default ................................................................................36 Section 17.4 Termination of Master Power Supply Agreement; Failed Bond Remarketing ..................................................................................................38 Section 17.5 Limitation on Damages .................................................................................38 ARTICLE XVIII. MISCELLANEOUS .....................................................................................39 Section 18.1 Indemnification Procedure. ...........................................................................39 Section 18.2 Deliveries ......................................................................................................39 Section 18.3 Entirety; Amendments ..................................................................................39 Section 18.4 Governing Law .............................................................................................40 Section 18.5 Non-Waiver...................................................................................................40 Section 18.6 Severability ...................................................................................................40 Section 18.7 Exhibits .........................................................................................................40 Section 18.8 Winding Up Arrangements ...........................................................................40 Section 18.9 Relationship of Parties ..................................................................................40 ATTACHMENT 7
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Section 18.10 Immunity .......................................................................................................40 Section 18.11 Rates and Indices ..........................................................................................41 Section 18.12 Limitation of Liability...................................................................................41 Section 18.13 Counterparts ..................................................................................................41 Section 18.14 Third Party Beneficiaries; Rights of Trustee ................................................41 Section 18.15 Waiver of Defenses .......................................................................................41 Section 18.16 Rate Changes ................................................................................................41

Exhibit A-1 — Base Quantities; Base Delivery Points; Commodity Reference Prices Exhibit A-2 — Assigned Rights and Obligations
Exhibit B — Notices
Exhibit C — Remarketing Election Notice
Exhibit D — Form of Federal Tax Certificate
Exhibit E — Purchaser’s Opinion of Counsel
Exhibit F — Forms of Issuer Assignment Agreement and Purchaser Assignment Agreement Exhibit G — Communications Protocol
Exhibit H — Pricing and Other Terms
Exhibit I — Form of Remediation Certificate
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CLEAN ENERGY PURCHASE CONTRACT
This Clean Energy Purchase Contract (this “A greement”) is made and entered into as of [_____], 2026 (the “Execution Date”), by and between Southern California Public Power Authority, a joint powers authority organized pursuant to the laws of the State of California (“Issuer”) and [____], [___________] (“Purchaser”).

W I T N E S S E T H:

WHEREAS, Issuer has planned and developed a project (the “Clean Energy Project”) to acquire long-term supplies of Product from Aron Energy Prepay 51 LLC, a Delaware limited liability company (together with its permitted successors and assigns, “Prepay LLC”) and a wholly-owned subsidiary of The Goldman Sachs Group, Inc., pursuant to a Master Power Supply Agreement, dated as of [_____], 2026 (the “Master Power Supply Agreement”), to meet a portion of the Product supply requirements of Purchaser;
WHEREAS, Purchaser desires to enter into an agreement with Issuer for the pur
chase of Product acquired by the Issuer under the Clean Energy Project; WHEREAS, Issuer will finance its payment for Product under, and the other costs of, the Clean Energy Project by issuing Bonds;
WHEREAS, Purchaser owns and operates an electric utility under authority of the laws of the State of California for the transmission, distribution, sale, and delivery of Product to retail electric consumers within its service area;
WHEREAS, Purchaser is agreeable to purchasing a portion of its Product requirements from Issuer under the terms and conditions set forth in this Agreement, and Issuer is agreeable to selling to Purchaser such supplies of Product under the terms and conditions set forth in this Agreement;
WHEREAS, in connection herewith and subject to the terms hereof , Issuer at the request of Purchaser is assigning and in the future may assign to J. Aron (as defined below) certain Assigned Rights and Obligations (as defined below), including the right to receive Assigned Product (as defined below), which Assigned Product will be resold to Prepay LLC under the Electricity Sale and Service Agreement, then resold to Issuer under the Master Power Supply Agreement, and then resold to Purchaser hereunder; and
WHEREAS, as a condition precedent to the effectiveness of the Parties’ obligations under this Agreement, Issuer shall have entered into the Master Power Supply Agreement and shall have issued the Bonds.

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NOW, THEREFORE, in consideration of the premises above and the mutual c
ovenants and agreements herein set forth, Issuer and Purchaser (the “ Parties” hereto; each is a “Party”) agree as follows:

ARTICLE I.

DEFINITIONS
Section 1.1 D efined Terms . The following terms, when used in this Agreement (including the preamble or recitals to this Agreement ) and identified by the capitalization of the first letter thereof, have the respective meanings set forth below, unless the context otherwise requires:
“Administrative Fee” m
eans the amount per MWh specified as such in Exhibit H. “Affiliate” means, with respect to either Party , any entity which is a direct or indirect parent or subsidiary of such Party or which directly or indirectly (i) owns or controls such Party, (ii) is owned or controlled by such Party, or (iii) is under common ownership or control with such Party. For purposes of this definition, “ control” of an entity means the power, directly or indirectly, either to (a) vote 50% or more of the securities having ordinary voting power for the election of directors or Persons performing similar functions or (b) direct or cause the direction of the management and policies, whether by contract or otherwise. “Agreement” has the meaning specified in the preamble and shall include exhibits, recitals and attachments referenced herein and attached hereto. “Alternate Delivery Point” has the meaning specified in Section 5.1(a). “Annual Refund” means the annual refund, if any, to be provided to the Purchaser and calculated pursuant to the procedures specified in Section 3.3. “APC Contract Price” for Assigned Prepay Quantities to be delivered under any Assigned PPA means (i) the fixed prices specified in Exhibit A-2 as of the date hereof with respect to such Assigned PPA for the Initial Assignment Period therefor and (ii) the Day-Ahead Average Price if the Assignment Period for such Assigned PPA is not an Initial Assignment Period. “APC Party” m eans, for any Assigned Product, the seller of such Assigned Product under an Assigned PPA.
“Assignable Power Contract” has the meaning specified in Section 6.1. “Assigned Delivery Point ” means, with respect to any Assigned Energy, the Assigned Delivery Point as set forth in the relevant Assignment Agreement. “Assigned Energy” m eans any Energy, including Energy associated with PCC1 Product and Long -Term PCC1 Product , to be delivered to J. Aron or any successor thereto pursuant to any Assigned Rights and Obligations.

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“Assigned P AYGO Product” means, for any Month with respect to an Assigned PPA, the amount, if any, by which the total quantity of Assigned Product delivered under such Assigned PPA in such Month exceeds the Assigned Prepay Quantity for such Assigned PPA for such Month. For further clarity, any Assigned Product s delivered during an Assignment Period that are associated with Energy delivered under the applicable Assigned PPA prior to the Assignment Period shall constitute Assigned PAYGO Product. “Assigned P PA” means any power purchase agreement (or the limited interests thereunder) that is assigned by Issuer to J. Aron pursuant to an Issuer Assignment Agreement in accordance with the terms of this Agreement. For the avoidance of doubt, if only a portion of Issuer’s right and obligation to purchase Product under a power purchase agreement is assigned to J. Aron pursuant to an Issuer Assignment Agreement, “Assigned PPA” means only the portion of such rights and obligations so assigned.
“Assigned Prepay Q uantity” means, for any Month and any Assigned PPA, the quantity of Product prepaid for such Assigned PPA for such Month as set forth in Exhibit A -2 (which Exhibit A-2 is subject to adjustment under the circumstances specified in Section 6.3). “Assigned Product ” means , as applicable, PCC1 Product, Long- Term PCC1 Product, Assigned Energy, Assigned RECs and any other Product included in an Assignment Agreement, provided that Assigned Products may not in any case include capacity. “Assigned Q uantity” means, with respect to each Assigned PPA and each Month during the Assignment Period therefor, the quantity of Assigned Energy delivered pursuant to such Assigned PPA consistent with the terms of the applicable Assigned Rights and Obligations in connection with the Assigned Product during such Month. “Assigned RE Cs” means any RECs associated with PCC1 Product or Long-Term PCC1 Product to be delivered to J. Aron or any successor thereto pursuant to any Assigned Rights and Obligations.
“Assigned Rights and Obligations” h as the meaning specified in Section 6.1. “Assignment Period” for any Assigned Rights and Obligations and Assigned PPA has the meaning specified in the applicable Issuer Assignment Agreement. “Available Discount Percentage” has t he meaning specified in the Re -Pricing Agreement. For the avoidance of doubt, the “Available Discount Percentage” under the Re-Pricing Agreement includes the Monthly Discount Percentage, as well as additional discounting expected to be made available through the Annual Refund.
“Balancing Authority” has the meaning specified in the CAISO Tariff. “Base Delivery Point” means (i) the CAISO delivery point set forth in Exhibit A-1 (the “Primary Delivery Point ”) or (ii) any other CAISO delivery point (an “ Alternate Delivery ATTACHMENT 7
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Point”) that has been mutually agreed by Issuer and Prepay LLC under the terms of the Master Power Sale Agreement and by Purchaser hereunder.
“Base Product” means Firm (LD) Energy delivered to the Base Delivery Point. “Base Quantity” means, with respect to each Delivery Hour during the Delivery Period, the Base Unadjusted Quantity for such Delivery Hour less the total of the Base Quantity Reductions for such Delivery Hour, each as set forth on Exhibit A-1, as Exhibit A-1 may be revised pursuant to Article VI; provided that, for the avoidance of doubt, there shall be no Base Quantiti es under this Agreement following the end of the Delivery Period. “Base Quantity R eduction” attributable to an Assigned PPA means, with respect to each Delivery Hour during the Delivery Period , the “Base Quantity Reduction” of Base Product (in MWh) for such Assigned PPA set forth for such Delivery Hour on Exhibit A-1, as Exhibit A- 1 may be revised pursuant to Article VI.
“Base Unadjusted Quantity” means, with respect to each Delivery Hour during the Delivery Period, the “Base Unadjusted Q uantity” (in MWh) set forth for such Delivery Hour on Exhibit A-1.
“Bond Closing Date” means the date on which Bonds are first issued pursuant to the Bond Indenture.
“Bond Indenture ” means (i) the Trust Indenture to be entered into prior to the commencement of the Delivery Period between Issuer and the Trustee, and (ii) any trust indenture entered into in connection with the commencement of any Interest Rate Period after the initial Interest Rate Period between Issuer and the Trustee containing substantially the same terms as the indenture described in clause (i) and which is intended to replace the indenture described in clause (i) as of the commencement of such Interest Rate Period. “Bonds” m eans the bonds issued pursuant to the Bond Indenture. “Business Day” means any day other than (i) a Saturday or Sunday, (ii) a Federal Reserve Bank Holiday, (iii) any other day on which commercial banks generally in either New York, New York or the State of California are authorized or required by Law to close, or (iv) any day excluded from “Business Day” as therein defined, pursuant to the Bond Indenture. “CAISO” m eans California Independent System Operator or its successor. “CAISO Tariff” means CAISO’s FERC-approved tariff, as modified, amended or supplemented from time to time.
“Calculation Agent” h as the meaning specified in the Re-Pricing Agreement. “California Long- Term Contracting Requirements ” means the long -term contracting requirement set forth in the Clean Energy and Pollution Reduction Act of 2015 (SB ATTACHMENT 7
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350), as may be modified by subsequent decision of the California Energy Commission or by other Law.
“C EC ” means California’s State Energy Resources Conservation and Development Commission, also known as the California Energy Commission, and any successor agency thereto. “C laiming Party ” has the meaning specified in Section 11.1. “Claims” means all claims or actions, threatened or filed, that directly or indirectly relate to the indemnities provided herein, and the resulting losses, damages, expenses, attorneys’ fees, experts’ fees, and court costs, whether incurred by settlement or otherwise, and whether such claims or actions are threatened or filed prior to or after the termination of this Agreement. “Clean Energy Project” has the meaning specified in the recitals.

“Code” means the Internal Revenue Code of 1986, as amended. “Commercially Reasonable” or “Commercially Reasonable Efforts ” means, with respect to any purchase or sale or other action required to be made, attempted or taken by a Party under this Agreement , such efforts as a reasonably prudent Person would undertake for the protection of its own interest under the conditions affecting such purchase or sale or other action, including without limitation, the amount of notice of the need to take such action, the duration and type of the purchase or sale or other action, the competitive environment in which such purchase or sale or other action occurs, and the risk to the Party required to take such action. “Commodity Reference Price” means either (i )
the Day-Ahead Market Price, or
(ii) the Real-Time Market Price, as applicable.
“Contract Price” me ans (i) with respect to the Base Product and any Delivery Hour, (A) the Day-Ahead Market Price for such Delivery Hour at the Base Delivery Point less (B) the product of the Fixed Price for Base Quantities multiplied by the Monthly Discount Percentage; (ii) with respect to Assigned Prepay Quantities during the Initial Assignment Periods, (A) the applicable APC Contract Price(s) multiplied by (B) the result of 100% less the Monthly Discount Percentage, (iii) with respect to Assigned Prepay Quantities outside of the Initial Assignment Periods, (A) the APC Contract Price less (B) the product of the (x) the difference between (I) the Fixed Price for Assigned Prepay Quantities outside of the Initial Assignment Periods and (II) $[____]/MWh
2, multiplied by (y) the Monthly Discount Percentage ; and (iii) with respect to Assigned PAYGO Product delivered pursuant to an Assigned PPA, the applicable contract price(s) then in effect under the applicable Assigned PPA(s) with respect to Energy.

2 NTD: This will be a $/MWh amount that adjusts for swap fees incurred as a result of activation of the swaps.

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“D ay ” means each period of 24 consecutive Hours commencing at the Hour ending at 01:00 (LPT) through the Hour ending at 24:00 (LPT).
“Day-A head Average Price” means, for any Assigned Products after the Initial Assignment Periods, the result of (i) (x) the sum of the Day-Ahead Market Prices for each Pricing Interval in a Month, divided by (y) the number of Pricing Intervals in such Month; plus (ii) $[____]/MWh. As used in this definition, “Pricing Interval” means the unit of time for which CAISO establishes a separate price.
“Day-A
head Market Price” has the meaning specified on Exhibit A -1 for each Delivery Point.
“Default Rate” means, as of any date of determination, the lesser of (a) the sum of (i) the rate of interest per annum quoted in The Wall Street Journal (Eastern Edition ) under the “Money Rates” section as the “Prime Rate” for such date of determination, plus (ii) two percent per annum, or (b) if a lower maximum rate is imposed by applicable Law, such maximum lawful rate.
“Delivery Hour” h as the meaning specified in Exhibit A-1. “Delivery Period” has the meaning specified in Exhibit H. “Delivery Point” means the Base Delivery Point or an Assigned Delivery Point, as applicable.
“D isqualified Sale Proceeds ” has the meaning specified in Section 7.6. “Disqualified Sale Units” has the meaning specified in Section 7.6. “Electricity Sale and Service Agreement” has the meaning specified in the Master Power Supply Agreement.
“Eligible Renewable Energy Resource” has the meaning set forth in California Public Utilities Code Section 399.12 as such code provision is amended or supplemented from time to time.
“Energy” m eans three- phase, 60- cycle alternating current electric energy, expressed in megawatt hours.
“EPS” m eans California’s Emissions Performance Standards, as set forth in Sections 8340 and 8341 of the California Public Utilities Code, as implemented and amended from time to time, and any successor Law.
“EPS Compliant Energy” m eans Energy that Purchaser can contract for and purchase in compliance with EPS requirements that are applicable to Purchaser. “EPS Energy Period” m eans any Assignment Period or J. Aron EPS Energy Period.

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“Execution Date” has the meaning specified in the preamble. “Federal Tax Certificate” means the executed Federal Tax Certificate delivered by Purchaser in the form attached as Exhibit D.
“FERC” means the Federal Energy Regulatory Commission or any successor thereto.
“Firm (LD)” m eans, with respect to a Party’s obligation to sell and deliver or purchase and receive, that such Party’s liability for the failure to meet such obligation shall only be excused to the extent that, and for the period during which, such performance is prevented by Force Majeure, and that in the absence of Force Majeure, the Party to which performance of such obligation is owed shall be entitled to receive from the Party which failed to deliver/receive an amount determined pursuant to Article IV.
“Fixed Price ” means $[____]/MWh with respect to Base Quantities and $[____]/MWh with respect to Assigned Prepay Quantities attributable to an Assigned PPA outside of the Initial Assignment Period therefor, which are the fixed prices under the Buyer Swap (as defined in the Master Power Supply Agreement) for such Product. “Force Majeure” m
eans an event or circumstance which prevents one Party from performing its obligations under this Agreement, which event or circumstance was not anticipated as of the date this Agreement was executed, which is not within the reasonable control of, or the result of the negligence of, the Claiming Party , and which, by the exercise of due diligence, the Claiming Party is unable to overcome or avoid or cause to be avoided; provided that, for the avoidance of doubt, (x) the declaration of “Force Majeure” by an APC Party under an Assigned PPA or (y) an APC Party otherwise being unable to deliver any portion of the Assigned Prepay Quantity in respect of its Assigned PPA due to an event that would be considered Force Majeure under this Agreement if it affecte d Issuer directly, in each case, shall constitute Force Majeure hereunder. Force Majeure shall include, provided the criteria in the first sentence are met, riot, insurrection, war, labor dispute, natural disaster, epidemic, vandalism, terrorism, sabotage. Force Majeure shall not be based on (i) the loss of Purchaser ’s markets; (ii) Purchaser ’s inability economically to use or resell the Product purchased hereunder; or (iii) the delay, loss or failure of Issuer’s supply other than due to force majeure declared under the Master Power Supply Agreement; or (iv) Issuer’s ability to sell the Product at a higher price. Neither Party may raise a claim of Force Majeure based in whole or in part on curtailment by a Transmission Provider unless (x) such Party has contracted for firm transmission with a Transmission Provider for the Product to be delivered to or received at the applicable Delivery Point and ( y) such curtailment is due to “force majeure” or “uncontrollable force” or a similar term as defined under the Transmission Provider’s tariff; provided, however, that existence of the foregoing factors shall not be sufficient to conclusively or presumptively prove the existence of a Force Majeure absent a showing of other facts and circumstances which in the aggregate with such factors establish that a Force Majeure as defined in the first sentence hereof has occurred. Force Majeure invoked by Prepay LLC under the Master Power Supply Agreement shall constitute Force Majeure hereunder in respect of Issuer to the extent the conditions set forth above have been satisfied with respect to Prepay LLC . To the extent that an Issuer Assignment Agreement is terminated early, such termination shall ATTACHMENT 7
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constitute Force Majeure with respect to Issuer hereunder until the effectiveness of the updates to Exhibit A-1 or Exhibit A-2, as applicable, pursuant to Section 6.2. “Government Agency” means the United States of America, any state thereof, any municipality, or any local jurisdiction, or any political subdivision of any of the foregoing, including, but not limited to , courts, administrative bodies, departments, commissions, boards, bureaus, agencies, or instrumentalities.
“Governmental Approval ” means any authorization, consent, approval, license, ruling, permit, exemption, variance, order, judgment, registration, filing, giving of notice to, decree, declaration of or regulation by any Government Agency relating to the valid execution, delivery or performance of this Agreement or the consummation of any of the transactions contemplated hereby.
“Hour”
means the 60 -minute period commencing at 00:00 ( LPT) on first Day of the Delivery Period and ending at 01:00 ( LPT) on the first Day of the Delivery Period, and each 60-minute interval thereafter. The Term “Hourly” shall be construed accordingly. “Initial Assigned Rights and Obligations ” m eans the Assigned Rights and Obligations set forth in Exhibit A -2 hereto that have been assigned by Issuer to J. Aron in connection with the execution of this Agreement.
“Initial Assignment Periods ” means the Assignment Periods for the Initial Assigned Rights and Obligations specified in Exhibit A-2 hereto as of the date hereof. “Initial Reset Period” has the meaning specified in Exhibit H. “Interest Rate Period” has the meaning specified in the Bond Indenture. “Issuer” has the meaning specified in the preamble.
“Issuer Assigned PPA” means a power purchase agreement (x) pursuant to which Issuer is the APC Party’s contractual counterparty and is purchasing EPS Compliant Energy for redelivery to Purchaser and (y) that is assigned by Issuer to J. Aron pursuant to an Issuer Assignment Agreement in accordance with the terms of this Agreement “Issuer Assigned PPA PSA ”
means any power sales agreement by and between
Issuer and Purchaser that relates to an Issuer Assigned PPA. “Issuer Assignment Agreement” means, for any Assigned Rights and Obligations, an agreement among Issuer, J. Aron and the APC Party, in the form attached hereto as Exhibit F- 1 (with such changes thereto as may be mutually agreed upon by J. Aron, the APC Party, and Issuer, each in its sole discretion).
“I ssuer Default” has the meaning specified in Section 17.1.

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“I ssuer PPA Custodial Agreement” means that certain Custodial Agreement, dated as of [____], by and among Issuer, J. Aron, and the PPA Custodian. “ISTs” has the meaning specified in Section 5.1(a).
“J. Aron” means J. Aron & Company LLC, a New York limited liability company, and its permitted successors and assigns under an Issuer Assignment Agreement. “J. Aron EPS Energy Period” has the meaning specified in Section 6.1(c). “Law” means any statute, law, rule or regulation or any written judicial or administrative decision, ruling or interpretation with respect thereto or thereof having the effect of the foregoing enacted, promulgated, or issued by a Government Agency whether in effect as of the Execution Date or at any time during the term of this Agreement. “Long-T
erm PCC1 Product” means bundled renewable energy and RECs meeting the requirements of Portfolio Content Category 1, and the California Long- Term Contract ing Requirements, to be delivered to J. Aron or any successor thereto pursuant to any Assigned Rights and Obligations.
“LPT” means the local prevailing time then in effect in the State of California. “Master Power Supply Agreement” has the meaning specified in the recitals. “Minimum Discount Percentage” has the meaning specified in Exhibit H. “Month” means a period beginning on the first Day of a calendar month and ending immediately prior to the commencement of the first Day of the next calendar month. “Monthly Discount Percentage” has the meaning specified in Exhibit H. “Municipal Utility ” means any Person that (i) is a “governmental person ” as defined in the implementing regulations under Section 141 of the Code and any successor provision, (ii) owns either or both a gas distribution utility or an electric distribution utility (or provides natural gas or electricity at wholesale to, or that is sold to entities that provide natural gas or electricity at wholesale to, governmental Persons that own such utilities), and (iii) agrees in writing to use the gas or electricity purchased by it (or cause such gas or electricity to be used) for a qualifying use as defined in U.S. Treas. Reg. § 1.148-1(e)(2)(iii). “MWh” means megawatt-
hour.
“Non-Priority Products” means any Products that are not Priority Products. “Party” has the meaning specified in the preamble.

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“P CC1 Product ” means bundled renewable energy and RECs meeting the requirements of Portfolio Content Category 1 to be delivered to J. Aron or any successor thereto pursuant to any Assigned Rights and Obligations.
“Person” means any individual, corporation, partnership, joint venture, trust, unincorporated organization, or Government Agency.
“Portfolio Content Category 1” or “ P CC1” means any Renewable Energy Credit associated with the generation of electricity from an Eligible Renewable Energy Resource consisting of the portfolio content set forth in the California Code of Regulations, Title 20, Section 3203, as may be amended from time to time or as further defined or supplemented by Law. “Potential Remarketing Event” has the meaning specified in Section 3.4(b). “PPA Custodial Agreements” means each of the Issuer PPA Custodial Agreement and the Purchaser PPA Custodial Agreement.
“PPA Custodian” means [ _______].
[“PPA Gross Payment ” means a Participant Gross Payment as defined in the Purchaser PPA Custodial Agreement.]
“Primary Delivery Point” has the meaning specified in Section 5.1(a). “Prepay LLC” has the meaning stated in the recitals.
“Priority Products” means the Base Quantity and Assigned Products to be purchased by Purchaser under this Agreement , together with Products that (i) Purchaser is obligated to take under a long- term agreement, which Products either have been purchased by Purchaser or a joint action agency pursuant to a long-term prepaid power purchase agreement using the proceeds of bonds, notes, or other obligations, the interest on which is excluded from income for federal income tax purposes, or (ii) with respect to Energy, Energy that is generated using capacity that was constructed using the proceeds of bonds, notes, or other obligations, the interest on which is excluded from income for federal income tax purposes (provided that, for the avoidance of doubt, Priority Products shall not include Energy that is generated using capacity that was wholly or partially financed through the monetization of renewable tax credits, whether such monetization is accomplished through a tax equity investment or otherwise). “Product” m
eans Energy and, to the extent specified as an Assigned Product in Assignment Agreement, associated RECs or other products related to the foregoing. “Project Agreement” means the SCPPA Clean Energy Project Joint Project Agreement, dated as [____], 2026, by and among Seller, Purchaser and the other Project Participants party thereto, providing for joint governance of the Clean Energy Project and related matters.
“Purchaser”
has the meaning specified in the preamble.

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“P urchaser Assigned PPA ” means a power purchase agreement (x) pursuant to which Purchaser is the APC Party’s contractual counterparty and is purchasing EPS Compliant Energy and (y) that is assigned (I) by Purchaser to Issuer pursuant to a Purchaser Assignment Agreement in avoidance with the terms of this Agreement and (II) by Issuer to J. Aron pursuant to an Issuer Assignment Agreement in accordance with the terms of this Agreement. “Purchaser Assignment Agreement ” m
eans, for any Assigned Rights and
Obligations arising under an Assigned PPA to which Purchaser is a party , an agreement among Issuer, Purchaser and the APC Party, in the form attached hereto as Exhibit F-2 (with such changes thereto as may be mutually agreed upon by Purchaser, the APC Party, and Issuer, each in its sole discretion).
“P urchaser Default” has the meaning specified in Section 17.2. [“Purchaser PPA Custodial Agreement” means that certain Custodial Agreement, dated as of [____], by and among Purchaser, J. Aron, and the PPA Custodian.] “Qualifying Use Requirements” means, with respect to any Product delivered under this Agreement, such Product is used (i) for a “qualifying use” as defined in U.S. Treas.

Reg. § 1.148-1(e)(2)(iii), (ii) in a manner that will not result in any “private business use” within the meaning of Section 141 of the Code, and (iii) in a manner that is consistent with the Federal Tax Certificate attached as Exhibit D.
“Re-Pricing Agreement” means the Re -Pricing Agreement, dated as of the Bond Closing Date (as defined in the Bond Indenture), by and between Prepay LLC and Issuer. “Real-T ime Market Price” has the meaning specified on Exhibit A -1 for each Delivery Point.
“Remarketing Election Deadline” means, for any Reset Period, the last date and time by which the Purchaser may provide a Remarketing Election Notice as set forth in the applicable Reset Period Notice.
“R emarketing Election Notice ” has the meaning specified in Section 3.4(b). “Renewable Energy Credit” or “REC” means a certificate of proof associated with the generation of electricity from an eligible renewable energy resource, which certificate is issued through the accounting system established by the CEC pursuant to RPS Law, evidencing that one (1) MWh of ener gy was generated and delivered from such eligible renewable energy resource and the “bucket” to which such energy pertains. Such certificate is a tradable environmental commodity (also known as a “green tag”) with which the owner of the REC can prove that it has purchased renewable energy.
“Replacement Assigned Rights and Obligations ” m
eans any Assigned Rights and
Obligations other than the Initial Assigned Rights and Obligations.

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“R eplacement Price ” means, with respect to any Shortfall Quantity of Base Quantities and Delivery Hour and Delivery Point, the price at which Purchaser, acting in a Commercially Reasonable manner, purchases at the applicable Delivery Point Replacement Product for such Shortfall Quantity, plus (i) costs reasonably incurred by Purchaser in purchasing Replacement Product, and (ii) additional transmission charges, if any, reasonably incurred by Purchaser to the applicable Delivery Point, or at Purchaser’s option, the market price at the Delivery Point for such Product not delivered as determined by Purchaser in a Commercially Reasonable manner. The Replacement Price for any Shortfall Quantity shall not include any administrative or other internal costs incurred by Purchaser and shall be limited to a price that is Commercially Reasonable with respect to the timing and manner of purchase. In no event shall the Replacement Price include any penalties, ratcheted demand or similar charges, nor shall Purchaser be required to utilize or change its utilization of its owned or controlled assets or market positions to minimize Issuer’s liability.
“Replacement Product” means any Energy purchased by Purchaser to replace any Shortfall Quantity at the Delivery Point where such Shortfall Quantity occurred ; provided that such Energy is purchased for delivery in the Delivery Hour to which such Shortfall Quantity relates.
“Reset Period” means each “Reset Period” under the Re-P ricing Agreement. “Reset Period Notice” has the meaning specified in Section 3.4(a). “RPS Law ” means the California Renewable Energy Resources Act, as implemented and amended from time to time, and any successor Law. “Schedule”, “Scheduled ” or “ Scheduling” means the actions of Issuer, Purchaser and/or their designated representatives, including each Party ’s Transmission Providers , if applicable, of notifying, requesting and confirming to each other the quantity and type of Product to be delivered during any given portion of the Delivery Period at a specified Delivery Point. “S
hortfall Quantity ” has the meaning specified in Section 4.1(a). “Transmission Provider” means any entity or entities transmitting or transporting the Product on behalf of Issuer or Purchaser to or from the Delivery Point. “Trustee” means [______], and its successors as tr ustee under the Bond Indenture. “Utility Revenues ” means all charges received for, and all other income and receipts derived by Purchaser from, the operation of Purchaser’s electric utility system, or arising from Purchaser’s electric utility system, including income derived from the sale or use of electric energy generated, transmitted, or distributed by any facilities of Purchaser’s electric utility system, together with any receipts derived from the sale of any property pertaining to Purchaser’s electric utility system or incidental to the operation of P urchaser’s electric utility system or from any services performed by Purchaser in connection with or incidental to Purchaser’s electric utility system, or from any other source whatsoever directly or indirectly derived from Purchaser’s ATTACHMENT 7
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electric utility system, but exclusive in every case of any moneys derived from the levy or collection of taxes upon any taxable property within the jurisdictional boundaries of Purchaser. “Voided Remarketing Election Notice” has the meaning specified in Section 3.4(b). “Western EIM” has the meaning ascribed to “Energy Imbalance Market (EIM)” under the CAISO Tariff.
“WREGIS” m eans the Western Renewable Energy Generation Information System or its successor.

Section 1.2 De finitions; Interpretation . References to “Articles ,” “ Sections,” “Schedules” and “Exhibits” shall be to Articles, Sections, Schedules and Exhibits, as the case may be, of this Agreement unless otherwise specifically provided. Section headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose or be given any substantive effect. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. The use herein of the word “include” or “including”, when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not nonlimiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest scope of such general statement, term or matter.

Except where expressly provided otherwise, any reference herein to any agreement or document includes all amendments, supplements or restatements to and of such agreement or document as may occur from time to time in accordance with its terms and the terms hereof, and any reference to a party to any such agreement includes all successors and assigns of such party thereunder permitted by the terms hereof and thereof.

ARTICLE II.

DE
LIVERY PERIOD; NATURE OF CLEAN ENERGY PROJECT; CONDITION

PRECEDENT
Section 2.1 Delivery Period. Subject to Section 2.2, delivery of Product by Issuer to Purchaser shall commence at the beginning of the Delivery Period and, except for any Reset Period for which a Remarketing Election Notice is in effect as provided in Section 3.4(b), shall continue throughout the Delivery Period.

Section 2.2 Condi tion Precedent . Notwithstanding anything to the contrary herein, commencement of deliveries and the rights and obligations of Issuer and Purchaser hereunder are subject to the condition precedent that Issuer shall have entered into the Master Power Supply Agreement and shall have issued the Bonds.

Section 2.3 Pl edge of this Agreement. Purchaser acknowledges and agrees that Issuer will pledge its right, title and interest under this Agreement during the Delivery Period and the ATTACHMENT 7
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revenues to be received under this Agreement during the Delivery Period to secure Issuer’s obligations under the Bond Indenture.

ARTICLE III.

SALE AND PURCHASE; PRICING
Section 3.1 S ale and Purchase of Product . Issuer shall sell and deliver or cause to be delivered to Purchaser , and Purchaser shall purchase and receive from Issuer, the applicable Product in the quantities, at the times and places, subject to the terms and conditions set forth in this Agreement. The quantities of Product to be sold and delivered and purchased and received pursuant to the terms and conditions set forth in this Agreement shall be equal to (a) the Base Quantity, if any, for each Delivery Hour and (b) the Assigned Products delivered in each Month of the Delivery Period to or for the account of J. Aron pursuant to an Issuer Assignment Agreement. The Base Quantity shall be delivered and received at the Base Delivery Point, and the Assigned Quantity to be delivered in accordance with each Issuer Assignment Agreement shall be delivered and received at the Assigned Delivery Point specified in such Issuer Assignment Agreement.

Section 3.2 Pu rchaser Payments.
(a) For each Month for which an EPS Energy Period is in effect during the Delivery Period:
(i) P urchaser shall pay Issuer the sum, for all Assigned PPAs, of the product of the Assigned Prepay Quantitie s set forth in Exhibit A -2 hereto for each Month and the applicable Contract Price therefor, provided that Issuer shall owe a payment to Purchaser to the extent that the Contract Price for Assigned Prepay Quantities is negative;
(ii) P urchaser shall pay Issuer the product, for each Assigned PPA, of (A) the Assigned PAYGO Product delivered pursuant to such Assigned PPA and received by Purchaser in such Month and (B) the Contract Price for such Assigned PAYGO Product ; provided that, solely with respect to Assigned PAYGO Product delivered pursuant to Purchaser Assigned PPAs, Purchaser shall owe a separate PPA Gross Payment for each Purchaser Assigned PPA consistent with the terms of the Purchaser PPA Custodial Agreement, and, upon satisfying its obligations under the Purchaser PPA Custodial Agreement in respect of such amount (after taking into consideration any [ PPA Seller Payment Obligation (as such term is defined in the PPA Custodial Agreement)] credited to Purchaser in respect thereof)], any portion of such amount attributable to Assigned PAYGO Product shall be deemed to be paid by Purchaser to the applicable APC Party on behalf of J. Aron and shall satisfy the obligations of the respective parties under each of the Electricity Sale and Service Agreement, the Master ATTACHMENT 7
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Power Supply Agreement, and this Agreement to pay for such Assigned PAYGO Product; and
(iii) to the extent that Base Quantities are delivered hereunder in any Delivery Hour in any Month during the Delivery Period, Purchaser shall pay Issuer the applicable Contract Price therefor multiplied by the Base Quantities actually delivered.
(b) The Contract Price for Assigned Energy is inclusive of any amounts due in respect of other Assigned Products; provided that, to the extent an Assigned PPA provides for the separate settlement of amounts due thereunder for (i) Assigned Energy and (ii) other Assigned Products under such Assigned PPA, such amounts will be separately settled under this Agreement and the PPA Custodial Agreements consistent with the settlement terms of the applicable Assigned PPA. For example, if (A) an Assigned PPA provides that (I) the portion of the APC Contract Price attributable to Assigned Energy is payable in the Month following delivery of such Assigned Energy and (II) the portion of the APC Contract Price attributable to Assigned RECs is payable in the Month following the delivery of the certificates that are associated with the Assigned RECs, and (B) such Assigned RECs and their associated certificates are delivered one or more Months after delivery of the associated Assigned Energy, then separate payments f or such Assigned Energy and the associated Assigned RECs shall be made under this Agreement and the PPA Custodial Agreements in the respective Months following the delivery of the Assigned Energy and the associated Assigned RECs.

Section 3.3 A
nnual Refund. In addition to any Monthly Discount Percentage applied to Energy Scheduled hereunder, Issuer shall credit such Annual Refund to Purchaser as may be available for distribution by Issuer pursuant to Section 5.12(b) of the Bond Indenture during the Delivery Period, subject to the provisions of this Section 3.3 an d in accordance with the Project
Agreement. Such Annual Refund, if any, shall be credited to the next amount due from Purchaser following the release of funds for such purpose to Issuer under the terms of the Bond Indenture.

In determining the amount of such Annual Refund, if any, to be credited to Purchaser, Issuer may reserve such funds (i) as may be required under the terms of the Bond Indenture or (ii) as it deems reasonably necessary and appropriate, including but not limited to amounts required (a) to fund or maintain the Minimum Discount Pe rcentage for any future Reset Period, (b) to fund or maintain any rate stabilization or working capital reserve, (c) to reserve or account for unfunded liabilities and expenses, including future sinking fund or other principal amortization of the Bonds, or (d) for other costs of the Clean Energy Project.

Section 3.4 Res
et Period Remarketing.
(a) Reset Period Notice. For each Reset Period , Issuer shall provide to Purchaser, at least ten (10) days prior to the Remarketing Election Deadline, written notice (a “Reset Period Notice”) setting forth (i) the duration of such Reset Period , (ii) the estimated Available Discount Percentage for such Reset Period, and (iii) the applicable Remarketing Election Deadline. Issuer may thereafter update such notice at any time prior to the Remarketing Election Deadline and in any such update may extend the Remarketing Election Deadline in its sole discretion.

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(b) R emarketing Election . If the Reset Period Notice (or any update thereto) for any Reset Period indicates that the estimated Available Discount Percentage specified in such notice is not at least equal to the Minimum Discount Percentage for such Reset Period, then: (i) a “Potential Remarketing Event” shall be deemed to exist, and (ii) Purchaser may, not later than the Remarketing Election Deadline, issue a written notice in the form attached hereto as Exhibit C (a “Remarketing Election Notice ”) to Issuer, Prepay LLC and the Trustee electing for all Base Quantities with respect to such Reset Period to be remarketed; provided, however, if the actual Available Discount Percentage, as finally determined under the Re-Pricing Agreement, is equal to or greater than the Minimum Discount Percentage, then Issuer may, in its sole discretion, elect by written notice (a “Voided Remarketing Election Notice”) to Purchaser to treat such Remarketing Election Notice as void. If Purchaser issues a valid Remarketing Election Notice (other than a Voided Remarketing Election Notice) in accordance with this Section 3.4(b) f or any Reset Period , then (x) Purchaser shall have no rights or obligations to pay for or receive any Product hereunder during such Reset Period or to receive any Annual Refund attributable to such Reset Period and (y) Issuer shall exercise its right to terminate any Issuer Assignment Agreements and Purchaser Assignment Agreements, as applicable, effective as of the end of the Month immediately preceding any Reset Period for which Purchaser has issued a valid Remarketing Election Notice. (c) Final Determination of Available Discount Percentage. The Parties acknowledge and agree that the final Available Discount Percentage for any Reset Period following the Initial Reset Period will be determined on the Re-pricing Date (as defined in the Re- Pricing Agreement) for such Reset Period, and that such Available Discount Percentage may differ from the estimate or estimates of such Available Discount Percentage last provided to Purchaser prior to the Remarketing Election Deadline for such Reset Period ; provided that the Available Discount Percentage for any Reset Period will not be less than the lower of (i) the last estimated Available Discount Percentage set forth in the Reset Period Notice for such Reset Period (or any update thereof) sent to Purchaser by Issuer and (ii) the Minimum Discount Percentage for Reset Period.
(d) Obligations Following a Remarketing Election . N
otwithstanding the
issuance of any Remarketing Election Notice for a Reset Period , (i) Purchaser will remain obligated to purchase the Base Quantities (and any Assigned Products assigned pursuant to Issuer Assignment Agreements) hereunder for each subsequent Reset Period, unless Purchaser issues a new valid Remarketing Election Notice (other than a Voided Remarketing Election Notice) for such subsequent Reset Period in accordance with this Section 3.4; and (ii) P urchaser shall not make
any new commitment to purchase Priority Products during such Reset Period if Purchaser reasonably expects such commitment to cause, during any portion of the Delivery Period after such Reset Period, Purchaser’s aggregate obligations to purchase Priority Products (including its obligation to purcha se Priority Products hereunder) to exceed Purchaser’s expected aggregate requirements for Products that will be used (A ) for a “qualifying use” as defined in U.S. T reas.

Reg. § 1.148- 1(e)(2)(iii) and (B ) in a manner that will not result in any “private business use” within the meaning of Section 141 of the Code . Unless Purchaser issues a new Remarketing Election Notice (other than a Voided Remarketing Election Notice) for any subsequent Reset Period in accordance with this Section 3.4, Purchaser will cooperate with J. Aron in good faith and ATTACHMENT 7
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exercise Commercially Reasonable Efforts, in each case pursuant to Section 6.1 h ereof, to locate EPS Compliant Energy for redelivery hereunder in any such Reset Period.

Section 3.5 Limite d Obligation to Take Base Quantities . Notwithstanding anything to the contrary in this Agreement, Purchaser shall not be required to purchase and receive any Base Quantities hereunder, and, unless otherwise mutually agreed upon by the Parties in writing, Issuer, with respect to any Base Quantities that otherwise would be delivered hereunder, shall cause Prepay LLC to remarket such Base Quantities pursuant to the provisions of Exhibit C to the Master Power Supply Agreement.

Section 3.6 Pa
rtial S uspension of Issuer Assigned PPA PSA s. The Parties hereby acknowledge and agree that any Issuer Assigned PPA PSA s shall remain in full force and effect during the Assignment Period for each relevant Assigned PPA, provided that the portion of their rights and obligations thereunder that constitute Assigned Rights and Obligations shall be suspended and replaced by the Parties’ corresponding rights and obligations under this Agreement during the Assignment Period for each Relevant Assigned PPA.

ARTICLE IV.

AILURE TO SCHEDULE PRODUCT
Section 4.1 I ssuer’s Failure to Schedule Base Quantity (Not Due to Force Majeure). (a) Shortfall Quantity. If, for any Delivery Hour during the Delivery Period, Issuer breaches its obligation to Schedule or deliver all or any portion of the Base Quantity, after giving effect to reductions for Assigned Energy in accordance with Article VI , at any Delivery Point pursuant to the terms of this Agreement and such breach is not excused by the provisions of Article XI, then the portion of the Base Quantity that Issuer failed to Schedule or deliver shall be a “Shortfall Quantity”.
(b) Issuer Cover Damage Payments. Issuer shall pay to Purchaser, for each Shortfall Quantity that Issuer fails to Schedule or deliver in a Delivery Hour at the applicable Delivery Point, the result determined by the following formula:

P = Q x (RP - CP + AF)
Where:

P = The amount payable by Issuer under this Section 4.1(b) for such Shortfall Quantity, Delivery Hour and Delivery Point;
Q = Such Shortfall Quantity and Delivery Point for such Delivery H
our;
RP = The Replacement Price for such Shortfall Quantity, Delivery Hour and Delivery Point;
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CP = The Contract Price for the Shortfall Quantity of Base Product and such Delivery Hour and Delivery Point; and

AF = The Administrative Fee.
(c) P
urchaser Obligation to Mitigate . Purchaser shall exercise Commercially Reasonable Efforts to mitigate Issuer’s damages paid by Issuer hereunder.

Section 4.2 Pu rchaser’s Failure to Schedule or Receive Base Quantities (Not Due to Force Majeure). If, for any Delivery Hour during the Delivery Period, Purchaser breaches its obligation to Schedule or receive all or any portion of the Base Quantity at any Delivery Point pursuant to the terms of this Agreement and such breach is not excused by the provisions of Article XI, then Purchaser shall remain obligated to pay Issuer the Contract Price for such Base Quantity.

Issuer shall credit to Purchaser’s account any net revenues Issuer receives from Prepay LLC under the Master Power Supply Agreement in connection with the ultimate sale of any such Product by Prepay LLC to other Municipal Utilities, up to the Contract Price.

Section 4.3 As
signed Product. Notwithstanding anything herein to the contrary, neither Purchaser nor Issuer shall have any liability or other obligation to one another for any failure to Schedule, receive, or deliver Assigned Product.

Section 4.4 So le Remedies . Except with respect to termination of this Agreement pursuant to Article XVII , t he remedies set forth in this Article IV s hall be each Party’s sole and exclusive remedies against the other Party for any failure by the other Party to Schedule, deliver or receive Product, as applicable, pursuant to this Agreement.

ARTICLE V.

DE
LIVERY POINTS; SCHEDULING
Section 5.1 D elivery Points.
(a) Base Delivery Points . All Base Product delivered under this Agreement shall be Scheduled for delivery and receipt at (i) the Delivery Point set forth in Exhibit A -1 (the “Primary Delivery Point”) or (ii) any other point (an “ Alternate Delivery Point”) that has been mutually agreed by Issuer, Purchaser and Prepay LLC (the Primary Delivery Point or, to the extent specified, any Alternate Delivery Point being the “Base Delivery Point”). Delivery of Energy to Purchaser at the Primary Delivery Point shall be facilitated through submission of Inter-SC Trades, as defined in the CAISO Tariff (“ISTs”). Purchaser shall designate a scheduling coordinator in the CAISO market for this purpose as specified in Exhibit G. (b) Alternate Base Market Prices. The Day-Ahead Market Price and Real-Time Market Price for each Alternate Delivery Point, as applicable, shall be the price mutually agreed and identified by the Parties, or if no such price is identified for such Alternate Delivery Point, the Day-Ahead Market Price and Real-Time Market Price, as applicable, specified on Exhibit A-1 for ATTACHMENT 7
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the Primary Delivery Point from which quantities are being shifted to such Alternate Delivery Point.
(c) A ssigned Energy Delivery Points. Assigned Energy delivered under this Agreement shall be Scheduled for delivery and receipt at the applicable Assigned Delivery Point specified in the applicable Assigned PPA. All other Assigned Product shall be delivered consistent with the terms of the applicable Issuer Assignment Agreement.

Section 5.2 Tr ansmission and Scheduling. Issuer shall Schedule or arrange for Scheduling services with CAISO in accordance with the CAISO Tariff, to deliver the Base Product to the Base Delivery Point . Purchaser shall Schedule or arrange for Scheduling services with CAISO in accordance with CAISO Tariff, to receive the Base Product at the Base Delivery Point.

If Prepay LLC Schedules or arranges for Scheduling services, to deliver Base Product to the Base Delivery Point, then Issuer’s obligations under this Section shall be relieved pro tanto. Scheduling of Assigned Energy shall be in accordance with the applicable Assignment Agreement.

Section 5.3 Ti tle and Risk of Loss. Title to and risk of loss of the Product delivered under this Agreement shall pass from Issuer to Purchaser at the applicable Delivery Point. The transfer of title and risk of loss for all Assigned Product shall be in accordance with the applicable Issuer Assignment Agreement and Purchaser Assignment Agreement, if any; provide d that all Issuer Assignment Agreement s and Purchaser Assignment Agreements shall provide for the transfer of Renewable Energy Credits in accordance with WREGIS. Subject to Section 18.1, each Party shall indemnify, defend and hold harmless the other Party from and against any Claims made by a third party arising from or out of any event, circumstance, act or incident related to the Product delivered hereunder first occurring or existing during the period when control and title to Base Product or Assigned Product is vested in the indemnifying Party as provided in this Section; provided that, notwithstanding the foregoing, (a) Issuer shall have no obligation to indemnify, defend or hold harmless Purchaser for any such Claims relating to replacement costs, cover damages or similar liabilities that are payable to any Person because of Purchaser ’s failure to deliver any Product to such Person and (b) no obligation to indemnify, defend or hold harmless shall supplant or control the provisions of this Agreement relating to Force Majeure.

Notwithstanding anything to the contrary herein, no Party shall have any obligation to indemnify, defend or hold harmless the other Party in respect of any Claims relating to any Assigned Product.

Section 5.4 Com
munications Protocol. With respect to the Scheduling and delivery of Base Quantities, Issuer and Purchaser shall comply with the communications protocol set forth in Exhibit G . Scheduling and transmission of Assigned Energy shall be in accordance with the applicable Issuer Assignment Agreement and Purchaser Assignment Agreement, if any, pursuant to which (x) Issuer or its designee shall act as the scheduling coordinator with respect to any Issuer Assigned PPA and (y) Purchaser or its designee shall act as the scheduling coordinator with respect to any Purchaser Assigned PPA.

Section 5.5 De
liveries within CAISO or another Balancing Authority. The Parties acknowledge that Energy delivered by Issuer at a Delivery Point within CAISO or another Balancing Authority (including a Balancing Authority operating within the Western EIM) will be delivered in accordance with the CAISO Tariff and rules of the Balancing Authority as applicable.

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Scheduling such Energy in accordance with the requirements of the applicable Product into the applicable Balancing Authority shall constitute delivery of such Product to Purchaser hereunder, provided that any associated Renewable Energy Credits and other Assigned Product are also delivered to Purchaser.

Section 5.6 A
ssigned Products. Notwithstanding anything to the contrary herein, except as provided in Section 6 .3, Issuer shall have no liability under this Article V w ith respect to any Assigned Products.

ARTICLE VI.

SIGNMENT OF POWER PURCHASE AGREEMENTS
Section 6.1 A ssignments Generally.
(a) Initial Assigned Rights and Obligations. Concurrently with the execution of this Agreement, Issuer has assigned the Initial Rights and Obligations to J. Aron.
(b) Assignments of Replacement Assigned Rights and Obligations. (i) Commencing one year prior to the expiration of any EPS Energy Period or otherwise immediately upon the early termination or anticipated early termination of an EPS Energy Period, Issuer and Purchaser shall exercise Commercially Reasonable Efforts and cooperate with J. Aron in good faith to assign to J. Aron all or a portion of Issuer’s or Purchaser’s, as applicable, rights and obligations ( together with the Initial Assigned Rights and Obligations, the “ Assigned Rights and Obligations”) under (x) one or more Issuer Assigned PPAs or (y) one or more Purchaser Assigned PPAs ( any such power purchase agreement under clause (x) or (y), a n “Assignable Power Contract”). For added clarity, the Parties acknowledge and agree that (I) only an Issuer Assignment Agreement shall be required for an Issuer Assigned PPA described in clause (x) of the preceding sentence and no Purchaser Assignment Agreement shall be required with respect thereto; (II) both an Issuer Assignment Agreement and a Purchaser Assignment Agreement shall be required with respect to a Purchaser Assigned PPA described in clause (y) of the preceding sentence ; and (III) Purchaser’s prior written consent shall be required for the Issuer’s entry into an Issuer Assignment Agreement for the redelivery of Assigned Rights and Obligations under this Agreement.
(ii) T
he Parties recognize that, in the case of such an assignment, J. Aron will be obligated to sell and deliver Assigned Product it receives under all Assigned Rights and Obligations to Prepay LLC under the terms of the Electricity Sale and Service Agreement, and Prepay LLC will be obligated to deliver such Product to Issuer under the terms of the Master ATTACHMENT 7
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Power Supply Agreement. To be effective hereunder, a ny assignment of Replacement Assigned Rights and Obligations must be agreed and consented to by J. Aron. For all Assignment Periods following the Initial Assignment Periods, the APC Contract Price under each Issuer Assignment Agreement shall be the Day-Ahead Average Price, unless Issuer, Purchaser, Prepay LLC and J. Aron agree to appropriate amendments to the relevant documents to accommodate a different price.
(c) J
. Aron Procurement of EPS Compliant Energy. Under certain circumstances specified in Section 6.1(c) of the Electricity Sale and Service Agreement, J. Aron is obligated to exercise Commercially Reasonable Efforts to obtain EPS Compliant Energy for ultimate redelivery to Purchaser hereunder, and, in such case, Purchaser shall cooperate in good faith with J. Aron in connection therewith, provided that:
(i) J
. Aron’s procurement of any such EPS Compliant Energy
for ultimate redelivery hereunder shall be subject to Purchaser’s prior written consent, with such consent not to be unreasonably withheld, provided, for the avoidance of doubt, that it shall be reasonable for Purchaser to withhold its consent based on (x) the requirements of the EPS or other regulatory requirements or (y) proposed pricing terms; (ii) Issuer and Purchaser may agree upon appropriate
amendments to this Agreement to facilitate the delivery of such EPS Compliant Energy, including with respect to the Delivery Point, consequences of failing to deliver or receive and scheduling matters; (iii) t
he period of delivery for any such EPS Compliant Energy (any such period, a “ J. Aron EPS Energy Period”) shall not exceed the length, as applicable, of (A) the then -current Reset Period if such EPS Compliant Energy is obtained for delivery for the remainder of a Reset Period and (B) the length of the next succeeding Reset Period if such EPS Compliant Energy is obtained for delivery commencing in such succeeding Reset Period; and
(iv) dur
ing a J. Aron EPS Energy Period, if requested by J. Aron, Issuer and Purchaser shall continue to exercise Commercially Reasonable Efforts and cooperate with J. Aron in good faith to assign Assigned Rights and Obligations to J. Aron under an Assignable Power Contract. (d) A
mendments . Purchaser and Issuer agree to seek the written consent of J. Aron prior to any amendment to this Article VI or E xhibit F hereto. (e) Present Assignment of Assigned PPA Damages to Purchaser . The Parties hereto acknowledge that the terms of the Issuer Assignment Agreements shall not entitle J. Aron to damages from an APC Party under an Assigned PPA for ATTACHMENT 7
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any reason whatsoever (any such damages, “Assigned PPA Damages ”) .

Nonetheless, (i) the Parties acknowledge that, pursuant to the Electricity Sale and Service Agreement, J. Aron has presently assigned and transferred to Prepay LLC all right, title and interest in and to any Assigned PPA Damages that J. Aron may become entitled to receive, and) pursuant to the Master Power Supply Agreement, Prepay LLC has presently assigned and transferred to Issuer all right, title and interest in and to any Assigned PPA Dam ages that Prepay LLC may become entitled to receive; and (ii) Issuer hereby presently transfers and assigns to Purchaser all of Issuer’s right, title and interest in and to any Assigned PPA Damages that Issuer may become entitled to receive.

Section 6.2 Fa
ilure to Obtain EPS Compliant Energy. To the extent an EPS Energy Period terminates or expires and Purchaser and J. Aron have been unable to obtain EPS Compliant Energy for delivery hereunder pursuant to the provisions of Section 6.1, t hen , until EPS Compliant Energy is obtained for delivery hereunder, Prepay LLC shall remarket Purchaser’s Base Quantities pursuant to the provisions of Exhibit C to the Master Power Supply Agreement, subject to the following:
(a) t
he requirements set forth in Section 6.1 s hall continue to apply; and (b) Purchaser shall not make any new commitment to purchase Priority Products during such a remarketing.

Section 6.3 E arly Termination of Assignment Periods and Updates to Exhibits. (a) The reduction in Base Quantity for each Delivery Hour during an Assignment Period after giving effect to an Issuer Assignment Agreement (each, a “Base Quantity Reduction”) shall be calculated in accordance with this Section

6.3(a). For the Initial Assignment Periods, the Base Quantity Reductions have been calculated as follows: the Base Quantity Reduction for each Delivery Hour of the Initial Assignment Periods equal (i) the Assigned Prepay Quantity for each such Delivery Hour (which will be determined by dividing the Assigned Prepay Quantity for the applicable Month by the number of Delivery Hours in such Month) , multiplied by (ii) the result of (A) the APC Contract Price applicable for such Hour, divided by (B) [NOTE: To list the result of the following formula as determined at pricing: Front End Fixed Price for Base Quantities + (Activ e Swap Fee – Standby Swap Fee).]. For any Assignment Period other than the Initial Assignment Periods, the Base Quantity Reduction for each Delivery Hour of the relevant Assignment Period shall equal (i) the Assigned Prepay Quantity for each such Delivery Hour (which will be determined by dividing the Assigned Prepay Quantity for the applicable Month by the number of Delivery Hours in such Month) , multiplied by (ii) the result of (A) Fixed Price for Assigned Prepay Quantities outside of the Initial Assignment Periods divided by (B) the Fixed Price for Base Quantities; provided that if the Base Quantity Reduction for any Delivery Hour would result in a Base Quantity of less than zero, then the Assigned Prepay Quantity ATTACHMENT 7
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for such Delivery Hour will be reduced to the closest whole MWh such that the Base Quantity is not reduced below zero.
(b) E ffective upon the first day of the second Month following the early termination of an Assignment Period for any reason, Issuer shall revise Exhibits A- 1 and A-2 to (i) reverse the Base Quantity Reductions associated with the Assignment Period that terminated for all remaining Hours in the Delivery Period and (ii) update the Base Quantity Reductions with the applicable formula set forth in Section 6.3(a) . In the case of any other commencement of a subsequent Assignment Period, Issuer shall revise (A) the Base Quantity in Exhibit A-1 with the applicable formula set forth in Section 6.3(a) and (B) Exhibit A-2 to reflect the details for such Assignment Period. In making any revisions to Exhibit A -1 and Exhibit A-2 as contemplated by this Section 6.3, all such revisions shall be made in the same amount and in the same direction as, and at the same time as, any corresponding adjustments under the Prepaid Agreement, so that any adjustment to exhibits under the Prepaid Agreement remain fully aligned with adjustments made under this Agreement.

Section 6.4 J. A
ron Non-Payment to APC Party.
(a) To the extent that (a) J. Aron fails to pay when due any [ J. Aron Prepay Payment] (as defined in the PPA Custodial Agreements) and (b) Purchaser makes a payment for such amount to the applicable APC Party, Purchaser shall provide notice thereof to Issuer and Issuer shall make a payment to Purchaser in the amount of such non-payment from and to the extent of funds available for such purpose under the Indenture.
(b) T he Parties acknowledge that Issuer has the right to appoint a director (the “Issuer-Appointed Director”) to the board of directors of Prepay LLC, and the Issuer-Appointed Director, pursuant to the terms of Prepay LLC’s Second Amended & Restated Limited Liability Company Agreement, dated [____], shall have sole decision -making authority with respect to enforcement by Prepay LLC of the GSG Guaranty (as defined in the Electricity Sale and Service Agreement) of J. Aron’s obligations under the Electricity Sale and Service Agreement. Issuer agrees that it shall instruct the Issuer-Appointed Director to exercise such voting rights in favor of Prepay LLC promptly enforcing its right to payment of any amounts that are due from but unpaid by J. Aron under [ Section 6.4] of the Electricity Sale and Service Agreement.

ARTICLE VII.

SE OF PRODUCT
Section 7.1 T ax Exempt Status of the Bonds. Purchaser acknowledges that the Bonds will be issued with the intention that the interest thereon will be exempt from federal taxes under Section 103 of the Code. Accordingly, Purchaser agrees that it will (a) provide such information ATTACHMENT 7
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with respect to its utility system as may be requested by Issuer in order to establish the tax-exempt status of the Bonds, and (b) act in accordance with such written instructions as Issuer may provide from time to time in order to maintain the tax-exempt status of the Bonds. Purchaser further agrees that it will not at any time take any action, or fail to take any action, that, if taken or omitted, respectively, would adversely affect the tax -exempt status of the Bonds. The Parties further acknowledge that, effective as of the commencement date of any Reset Period, the Base Quantity and Assigned Quantity may be reduced upon written notice of Issuer to Purchaser to a level (including to zero aggregate Base Quantity and Assigned Quantity for such Reset Period) that enables Special Tax Counsel, in its sole discretion, to deliver any opinion required from Special Tax Counsel to remarket the Bonds or issue refunding bonds as obligations the interest on which is excluded from gross income under Section 103 of the Code; provided furthermore that, in the case of a reduction of the aggregate Base Quantity and Assigned Quantity for a Reset Period to zero, the Issuer shall exercise its right to terminate any Issuer Assignment Agreements and Purchaser Assignment Agreements, as applicable, as of the end of the immediately preceding Reset Period.

Section 7.2 P
riority Products . Purchaser agrees to purchase and receive the Base Quantities and Assigned Quantities to be delivered under this Agreement (a) in priority over and in preference to all other Products available to Purchaser that are not Priority Products; and (b) on at least a pari passu and non-discriminatory basis with other Priority Products.

Section 7.3 As
sistance with Sales to Third Parties . If (a) (i) a quantity of Assigned Product less than the Assigned Prepay Quantity under an Assigned PPA is delivered in any Month during an Assignment Period for any reason other than Force Majeure or (ii) an Assigned PPA FM Remarketing Event has occurred and is in effect (as defined in Exhibit F to the Master Power Supply Agreement) (in which case such Purchaser will be deemed to have been unable to receive such Product), (b) Issuer is required under Section 3.5 to cause Base Quantities that otherwise
would be delivered hereunder to be remarketed or (c) notwithstanding Purchaser’s compliance with Section 7.1, Purchaser does not require all or any portion of the Assigned Prepay Quantities to meet its requirements for Energy for any Hour or Month that it is obligated to purchase under this Agreement as a result of (i) insufficient demand by Purchaser’s retail customers or (ii) a change in Law, Purchaser may, with reasonable notice issued in a remarketing notice similar in form to Attachment 2 to Exhibit G, request (and, in the case of clauses (a) and (b), shall be deemed to request) that Prepay LLC, as permitted by the Master Power Supply Agreement, sell such portion of such Base Quantities or Assigned Energy (A) to another Municipal Utility, or (B) if necessary, to another purchaser. Any remarketing notice issued under clause (c) (ii) above shall constitute a Structural Remarketing Notice (as defined in the Master Power Supply Agreement) and shall be subject to the requirements set forth in the Master Power Supply Agreement. If Prepay LLC makes such a sale under Exhibit C to the Master Power Supply Agreement, Issuer shall credit against the amount owed by Purchaser to Issuer hereunder the amount received by Issuer from Prepay LLC for such sales less all costs and expenses directly incurred by Issuer, including but not limited to remarketing administrative charges paid by it to Prepay LLC under the Master Power Supply Agreement, but in no event shall the amount of such credit be more than the Contract Price for the Energy so sold.

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Section 7.4 Q ualifying Use. Without limiting Purchaser’s other obligations under this Article VII, Purchaser agrees that, subject to Section 7.5, it will use all of the Product purchased under this Agreement in compliance with the Qualifying Use Requirements. Purchaser agrees that it will provide such additional information, records and certificates as Issuer may reasonably request to confirm Purchaser’s compliance with this Section 7.4.

Section 7.5 Remediation.
(a) The Parties acknowledge that Purchaser may at times inadvertently remarket Products received hereunder in a manner that does not comply with Qualifying Use Requirements due to daily and Hourly fluctuations in Purchaser’s Product needs. To the extent Purchaser does so, Purchaser shall (a) exercise Commercially Reasonable Efforts to use any Disqualified Sale Proceeds of such remarketing to purchase Products (other than Priority Products) that Purchaser then uses in compliance with the Qualifying Use Requirements and (b) reserve funds in an amount equal to any Disqualified Sale Proceeds until such Disqualified Sale Proceeds are remediated or transferred to the Trustee pursuant to Section 7.6(b) below.
(b) T o the extent that all or a portion of any Base Quantities or Assigned Prepay Quantities are remarketed under Section 7.3 a nd any such remarketing results in a Ledger Entry (as defined in the Master Power Supply Agreement), Purchaser agrees that it shall (i) exercise Commercially Reasonable Efforts to u se an amount equivalent to the remarketing proceeds associated with any such Ledger Entry to purchase Non -Priority Products and use such Non-Priority Products in compliance with the Qualifying Use Requirements in order to remediate such Ledger Entries; and (ii) apply its purchases of Non-Priority Products to remediate any such proceeds under the Master Power Supply Agreement prior to remediating such proceeds under any other contract that provides for the purchas e of Priority Energy. To track compliance with Purchaser’s obligations under this Section

7.5(b), Purchaser shall deliver a remediation certificate in the form of Exhibit I to Issuer and Prepay LLC by the twentieth day of the Month subsequent to any relevant Non-Priority Products purchases (which may include purchases of Energy from CAISO to the extent such Energy is used in compliance with the Qualifying Use Requirements) ; provided that the Parties acknowledge and agree that any purchases of Assigned PAYGO Products (commencing with purchases of Assigned PAYGO Products in the Month in which any such Ledger Entry occurs) shall be applied to remediate any such Ledger Entries. For Ledger Entries remediated under this Section 7.5(b) t
hat have not otherwise been remediated by Prepay LLC
pursuant to the remarketing provisions of the Master Power Supply Agreement, Issuer shall pay Purchaser any portion of the Monthly Discount Percentage associated with such Ledger Entries that is availa ble under the Bond Indenture on or before the last Business Day of the Month in which Purchaser provides a certificate under this Section 7.5(b) evidencing such remediation.

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(c) To the extent that Issuer effects a partial redemption of the Bonds in order to avoid a Ledger Event under and as defined in the Master Power Supply Agreement, Issuer may reduce the quantities of Product to be delivered hereunder by written notice to Purchaser; provided furthermore that, in the case of a reduction of the aggregate Base Quantity and Assigned Quantity under this Agreement to zero, the Issuer shall exercise its right to terminate any Issuer Assignment Agreements and Purchaser Assignment Agreements, as applicable.

Section 7.6 R
emediation; Ledger Entries; Redemption.
(a) Remediation. To track compliance with the requirements of Section 7.5(a), Purchaser will provide a quarterly report to Issuer (delivered not later than the 25 th day of each April, July, October and January until the end of the Delivery Period) showing the following: the total quantity of proceeds from sales of Products received hereunder that (i) were sold by Purchaser to any Person in a transaction that does not comply with the Qualifying Use Requirements and (ii) have not been remediated by Purchaser by applying such proceeds to purchase Products that are used in compliance with the Qualifying Use Requirements (the quantities of Product producing such proceeds, “ Disqualified Sale Units ” and such proceeds received, “ Disqualified Sale Proceeds”).
(b) Ledger Entries . Issuer shall report such unremediated Disqualified Sale Proceeds and the associated Disqualified Sale Units to Prepay LLC for addition to the remarketing ledgers maintained by Prepay LLC under the Master Power Supply Agreement, with the ledger entries to be dated as of the end of the first month of the relevant quarter. (c) Transfers to Trustee. P u rchaser shall transfer (to the extent such unremediated Disqualified Sales Proceeds and associated Disqualified Sale Units remain reflected on the remarketing ledger described under Section 7.6(b) a t the time such transfer is required by
this Section 7.6(c)) any s uch unremediated Disqualified Sale Proceeds and any other required funds (i.e., all additional funds necessary for redemption of the Bonds referred to in this Section 7.6(c)) to the Trustee at least 95 days prior to the second anniversary of the date on which such unremediated Disqualified Sale Proceeds and the associated Disqualified Sale Units were first reflected on the remarketing ledgers in accordance with Section 7.6(b), with such funds to be deposited in the Debt Servic e Account (as defined in the Bond Indenture) and applied to the redemption of Bonds as directed by Issuer and approved by Special Tax Counsel (as defined in the Bond Indenture) as preserving the tax-exempt status of the Bonds.

ARTICLE VIII.

RE
PRESENTATIONS AND WARRANTIES; ADDITIONAL COVENANTS
Section 8.1 R epresentations and Warranties. As a material inducement to entering into this Agreement, each Party, with respect to itself, hereby represents and warrants to the other Party as of the Execution Date as follows:

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(a) in the case of Issuer as the representing Party , Issuer is a joint powers authority, duly organized and validly existing under the Laws of the State of California, (b) in the case of Purchaser as the representing Party , Purchaser is a public agency of the State of California, duly organized and validly existing under the Laws of the State of California;
(c) it has all requisite power and authority, corporate or otherwise, to own its material properties, carry on its material business as now being conducted, enter into, deliver and to perform its obligations under this Agreement and to carry out the terms and conditions hereof and the transactions contemplated hereby;
(d) there is no litigation, action, suit, proceeding with service of process accomplished with respect to such Party or investigation pending or, to the best of such Party’s knowledge, threatened, in each case before or by any Government Agency and, in each case, which could reasonably be anticipated to materially and adversely affect such Party’s ability to perform its obligations under this Agreement or that questions the validity, binding effect or enforceability hereof, any action taken or to be taken by such Party pursuant hereto, or any of the transactions contemplated hereby;
(e) the execution, delivery and performance of this Agreement by such Party have been duly authorized by all necessary action on the part of such Party and its governing body and do not require any approval or consent of any security holder of such Party or any holder (or any trustee for any holder) of any indebtedness or other obligation of such Party; (f) t
his Agreement has been duly executed and delivered on behalf of such Party by an appropriate officer or authorized Person of such Party and constitutes the legal, valid and binding obligation of such Party, enforceable against it in accordance with its te rms, as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights generally and by general principles of equity and except possibly for Sections 12.2 and 12.3;
(g) the execution, delivery and performance of this Agreement by such Party shall not violate any provision of any Law , order, writ, judgment, decree or other legal or regulatory determination applicable to it;
(h) the execution, delivery and performance by such Party of this Agreement, and the consummation of the transactions contemplated hereby, including the incurrence by such Party of its financial obligations under this Agreement, shall not result in any violation of any term of any material contract or agreement applicable to it, or any of its charter or bylaws or of any license, permit, franchise, judgment, writ, injunction or regulation, decree, order, charter, Law , ordinance, rule or regulation applicable to it or any of its properties or to any obligations incurred by it or by which it or any of its properties or obligations are bound or affected, or of any determination or award of any arbitrator applicable to it, and shall not conflict with, or cause a breach of, or default under, any such term or result in the creation of any lien upon any of its properties or assets, except with respect to Issuer, the lien of the Bond Indenture; ATTACHMENT 7
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(i) no Governmental Approval is required in connection with the valid authorization, execution, delivery and performance by such Party of this Agreement or the consummation of any of the transactions contemplated hereby other than those Governmental Approvals that have been obtained; and
(j) it enters this Agreement as a bona-fide, arms-length transaction involving the mutual exchange of consideration and, once executed by both Parties, considers this Agreement a legally enforceable contract.

Section 8.2 W
arranty of Title . Issuer warrants that it will deliver to Purchaser (a) all Base Product free and clear of all liens, security interests, claims and encumbrances or any interest therein or thereto by any Person arising prior to the Delivery Point, and (b) all Assigned Product free and clear of all liens, security interests, claims and encumbrances or any interest therein or thereto by any Person that are imposed on such Assigned Product solely as a result of Issuer’s or Prepay LLC’s actions.

Section 8.3 Di sclaimer of Warranties . EXCEPT FOR THE WARRANTIES

EXPRESSLY MADE BY ISSUER IN THIS ARTICLE VIII, I SSUER HEREBY DISCLAIMS

ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Section 8.4 Cont
inuing Disclosure . Purchaser agrees to provide to Issuer : (a) such financial and operating information as may be requested by Issuer, including Purchaser’s most recent audited financial statements, for use in Issuer’s offering documents for the Bonds ; and (b) annual updates to such information and statements to enable Issuer to comply with its undertakings to enable the underwriters of the offerings of the Bonds to comply with the continuing disclosure provisions of Rule 15c2-12 of the United States Securities and Exchange Commission. Failure by Purchaser to comply with its agreement to provide such annual updates shall not be a default under this Agreement, but any such failure shall entitle Issuer or an owner of the Bonds to take such actions and to initiate such proceedings as may be necessary and appropriate to cause Purchaser to comply with such agreement, including without limitation the remedies of mandamus and specific performance.

ARTICLE IX.

T
AXES
As between Issuer and Purchaser, Issuer shall (i) be responsible for, and pay or cause to be paid, all ad valorem, excise, severance, production and other taxes assessed with respect to Product (other than any Assigned Product) delivered pursuant to this Agreement arising prior to the applicable Delivery Point and (ii) indemnify Purchaser and its Affiliates for any such taxes paid by Purchaser or its Affiliates, in each case to the extent Issuer is reimbursed or indemnified for such taxes by Prepay LLC . As between Issuer and Purchaser, Purchaser shall (i) be responsible for all taxes with respect to Product received pursuant to this Agreement assessed at or from the applicable Delivery Point (other than ad valorem, franchise or income taxes which are related to the sale of Product other than Assigned Energy and, therefore, the responsibility of ATTACHMENT 7
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Issuer) and all ad valorem, excise, severance, production and other taxes assessed with respect to Product delivered pursuant to this Agreement assessed against Issuer and not reimbursed or indemnified by Prepay LLC, and (ii) indemnify Issuer and its Affiliates for any such taxes paid by Issuer or its Affiliates. Nothing shall obligate or cause a Party to pay or be liable for any tax for which it is exempt under Law.

ARTICLE X.

JURISDICTION

ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST EITHER PARTY ARISING OUT

OF OR RELATING HERETO SHALL BE BROUGHT EXCLUSIVELY IN THE COURTS

OF THE STATE OF CALIFORNIA OR OF THE UNITED STATES OF AMERICA, IN EITHER CASE LOCATED IN LOS ANGELES COUNTY, CALIFORNIA. BY EXECUTING AND

DELIVERING THIS AGREEMENT, EACH PARTY, FOR ITSELF AND IN CONNECTION

WITH ITS PROPERTIES, IRREVOCABLY ACCEPTS GENERALLY AND

UNCONDITIONALLY THE EXCLUSIVE JURISDICTION AND VENUE OF SUCH COURTS; WAIVES ANY DEFENSE OF FORUM NON CONVENIENS; AGREES THAT

SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT MAY

BE MADE BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO THE PARTY AT ITS ADDRESS PROVIDED IN ACCORDANCE WITH ARTICLE XVI; AND

AGREES THAT SERVICE AS PROVIDED ABOVE IS SUFFICIENT TO CONFER

PERSONAL JURISDICTION OVER THE PARTY IN ANY SUCH PROCEEDING IN ANY

SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT.

ARTICLE XI.

ORCE MAJEURE
Section 11.1 A pplicability of Force Majeure. To the extent either Party is prevented by Force Majeure from carrying out, in whole or part, its obligations under this Agreement and such Party (the “Claiming Party ”) gives notice and details of the Force Majeure to the other Party as soon as practicable, then the Claiming Party shall be excused from the performance of its obligations with respect to this Agreement (other than the obligation to make payments then due or becoming due with respect to performance prior to the Force Majeure). The Claiming Pa rty shall remedy the Force Majeure with all reasonable dispatch. For the duration of the Claiming Party’s non-performance (and only for such period), the non-Claiming Party shall not be required to perform or resume performance of its obligations to the Claiming Party corresponding to the obligations of the Claiming Party excused by Force Majeure.

Section 11.2 Se
ttlement of Labor Disputes . Notwithstanding anything to the contrary herein, the Parties agree that the settlement of strikes, lockouts or other industrial disturbances shall be within the sole discretion of the Party experiencing such disturbance, and the failure of a Party to settle such strikes, lockouts or other industrial disturbances shall not prevent the existence of Force Majeure or of reasonable dispatch to remedy the same.

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ARTICLE XII.

GOVERNMENTAL RULES AND REGULATIONS
Section 12.1 C ompliance with Laws. This Agreement shall be subject to all present and future Laws of any Government Agency having jurisdiction over this Agreement or the transactions to be undertaken hereunder, and neither Party has knowingly undertaken or will knowingly undertake or knowingly cause to be undertaken any activity that would conflict with such Laws; provided, however, that nothing herein shall be construed to restrict or limit either Party’s right to object to or contest any such Law , or its application to this Agreement or the transactions undertaken hereunder, and neither acquiescence therein or compliance therewith for any period of time shall be construed as a waiver of such right.

Section 12.2 Cont
ests. Excluding all matters involving a contractual dispute between the Parties, no Party shall contest, cause to be contested or in any way actively support the contest of the equity, fairness, reasonableness or lawfulness of any terms or conditions set forth or established pursuant to this Agreement, as those terms or conditions may be at issue before any Government Agency in any proceeding, if the successful result of such contest would be to preclude or excuse the performance by either Party of this Agreement or any provision hereunder.

Section 12.3 Def
ense of Agreement. Excluding all matters involving a contractual dispute between the Parties, each Party shall hereafter defend and support this Agreement before any Government Agency in any proceeding, if the substance, validity or enforceability of all or any part of this Agreement is hereafter directly challenged or if any proposed changes in regulatory practices or procedures would have the effect of making this Agreement invalid or unenforceable or would subject either Party to any greater or diffe rent regulation or jurisdiction that materially affects the rights or obligations of the Parties under this Agreement.

ARTICLE XIII.

SIGNMENT
The terms and provisions of this Agreement shall extend to and be binding upon the Parties and their respective successors, assigns, and legal representatives; provided, however, that, subject to Section 18.14, neither Party m ay assign this Agreement or its rights and interests, in whole or in part, under this Agreement without the prior written consent of the other Party ; provided furthermore that, for the avoidance of doubt, Issuer agrees that it shall terminate any applicable Issuer Assignment Agreement s and Purchaser Assignment Agreements concurrent ly with the assignment of this Agreement. Prior to assigning this Agreement, Purchaser shall deliver to Issuer written confirmation from each Rating Agency (as defined in the Bond Indenture) , provided that such agency has rated and continues to rate the Bonds , that the assignment will not result in a reduction, qualification, or withdrawal of the then- current ratings assigned by such Rating Agency to the Bonds. Whenever an assignment or a transfer of a Party’s interest in this Agreement is requested to be made with the written consent of the other Party , the assigning or transferring Party’s assignee or transferee shall expressly assume, in writing, the duties and obligations under this Agreement of the assigning or transferring Party. Upon the agreement of a ATTACHMENT 7
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Party to any such assignment or transfer, the assigning or transferring Party shall furnish or cause to be furnished to the other Party a true and correct copy of such assignment or transfer and assumption of duties and obligations.

ARTICLE XIV.

PAYMENTS
Section 14.1 M onthly Statements.
(a) Purchaser’s Statements. No later than the 10th day of each Month during the Delivery Period (excluding the first Month of the Delivery Period) and the first Month following the end of the Delivery Period, Purchaser shall deliver to Issuer a statement (a “Purchaser’s Statement”) listing (i) in respect of any Shortfall Quantity in the prior Month, the Replacement Price applicable to such Shortfall Quantity , and (ii) any other amounts due to Purchaser in connection with this Agreement with respect to the prior Months. (b) Billing Statements. For any Month during the Delivery Period for which Purchaser has not issued a valid Remarketing Election Notice, Issuer shall deliver billing statements (each, a “Billing Statement”) consistent with the below. (i) With respect to any amounts due from Purchaser hereunder with respect to Assigned Products under any Issuer Assigned PPAs: no later than the [5 th] day of each Month during the Delivery Period (including the first Month of the Delivery Period), Issuer shall deliver a Billing Statement to Purchaser, which for the avoidance of doubt (x) will be calculated based on projected costs consistent with the terms of the relevant Issuer Assigned PPA PSA(s) and (y) shall provide for payment at a minimum of an amount equal to the Contract Price Assigned Prepay Quantity set forth in Exhibit A-2 to this Agreement for each such Issuer Assigned PPA. For added clarity: the Parties acknowledge and agree that Billing Statements delivered under this Section 14.1(b)(i) s hall be delivered in the
Month of the relevant Product deliveries.
(ii) W ith respect to any amounts due from Purchaser hereunder other than with respect to Assigned Products under Issuer Assigned PPAs: no later than the 20th day of each Month during the Delivery Period (excluding the first Month of the Delivery Period) and the first Month following the end of the Delivery Period (the “ Billing Date”), shall deliver a Billing Statement to Purchaser indicating (A) the total amount due to Issuer for Product delivered hereunder in the prior Month, (B ) any other amounts due to Issuer or Purchaser in connection with this Agreement with respect to the prior Months, and (C) the net amount due to Issuer or Purchaser; provided that Prepay LLC’s delivery of a Billing Statement to Issuer and Purchaser pursuant to and as defined in the Master Power Supply Agreement shall be deemed to satisfy Issuer’s obligation to deliver a Billing Statement hereunder; provided furthermore that invoicing for all Assigned PAYGO Products shall occur under the P PA Custodial Agreements. For each Month of any Assignment Period for a Purchaser Assigned PPA, the Billing Statement prepared by Issuer shall assume that all Assigned Projected Quantities under each Purchaser Assigned PPA were delivered for ATTACHMENT 7
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such Month. For added clarity: the Parties acknowledge and agree that Billing Statements delivered under this Section 14.1(b)(ii) s
hall be delivered in the Month following the
relevant Product deliveries.
(iii) T o the extent that a Monthly Statement (as defined in the PPA Custodial Agreements) subsequently delivered under a PPA Custodial Agreement reflects that less than the Assigned Prepay Quantities were actually delivered under an Assigned PPA, then (A) the previously delivered Billing Statement shall be deemed to be updated in accordance with such Billing Statement; and (B) Issuer shall owe a resettlement payment to Purchaser in an amount equal to the resettlement payment owed by Prepay LLC to Issuer under [Section 14.1(b)(ii)] of the Master Power Supply Agreement. The Parties acknowledge and agree that J. Aron shall have a separate resettlement payment obligation with respect to the amounts described in the clause (B) of the preceding sentence under the Electricity Sale and Service Agreement, and J. Aron’s payment of the [J. Aron Resettlement Amount] as defined in and pursuant to the PPA applicable Custodial Agreement shall satisfy the corresponding obligations of the respective parties under each of the Elect ricity Sale and Service Agreement, the Master Power Supply Agreement and this Agreement. (c) S
upporting Documentation. Upon request by either Party, the other Party shall deliver such supporting documentation of the foregoing statements and information described in this Section 14.1 as such requesting Party may reasonably request.

Section 14.2 Payments.
(a) Payments Due.
(i) If a Billing Statement delivered under Section 14.1(b)(i) indicates an amount due from Purchaser for any Month during the Delivery Period, then Purchaser shall remit such amount to Issuer by wire transfer (pursuant to the Issuer’s instructions), in immediately available funds, on or before the [25
th] day of the Month to which such Billing Statement relates, or if such day is not a Business Day, the preceding Business Day. (ii) If a Billing Statement delivered under Section 14.1(b)(ii) indicates an amount due from Purchaser for any Month during the Delivery Period for which Purchaser has not issue d a valid Remarketing Election Notice, then Purchaser shall remit such amount to Issuer by wire transfer (pursuant to the Trustee’s instructions), in immediately available funds, on or before the 20th day of the Month following the most recent Month to which such Billing Statement relates, or if such day is not a Business Day, the preceding Business Day. If a Billing Statement delivered under Section

14.1(b)(ii) indicates an amount due from Issuer, then Issuer shall remit such amount to Purchaser by wire transfer (pursuant to Purchaser’s instructions), in immediately available funds, on or before the 28th day of the Month following the most recent Month to which s uch Billing Statement relates, or if such day is not a Business Day, the following Business Day.

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(iii) Notwithstanding the foregoing, payments due from
Purchaser for Assigned PAYGO Product under Purchaser Assigned PPAs shall be due two Business Days’ preceding the payment date specified in the Purchaser Assigned PPA; provided that payments due from Purchaser for Assigned PAYGO Product shall be satisfied by Purchaser’s compliance with Section 3.2(a)(ii) and Section 3.2(a)(iii) i n respect of such Assigned PAYGO Product.
(iv) F or added clarity: the Parties acknowledge and agree that the payment instructions may be different for amounts payable by Purchaser under Section 14.1(b)(i) and Section 14.1(b)(ii), respectively. (b) No Duty to Estimate . If Purchaser fails to issue a Purchaser’s Statement with respect to any Month, Issuer shall not be required to estimate any amounts due to Purchaser for such Month, provided that Purchaser may include any such amount on subsequent Purchaser’s Statements issued within the next sixty (60) days. The sixty (60) -day deadline in this subsection (b) replaces the two (2) year deadline in Section 14.5 with respect to any claim by any non - delivering Party of inaccuracy in any estimated invoice issued or payment made pursuant to this subsection (b).

Section 14.3 Pa
yment of Disputed Amounts. If Purchaser disputes any amounts included in a Billing Statement, Purchaser shall (except in the case of manifest error) nonetheless pay any amount required by the Billing Statement in accordance with Section 14.2 without regard to any right of set-off, counterclaim, recoupment or other defenses to payment that Purchaser may have; provided, however, that Purchaser shall have the right, after payment, to dis pute any amounts included in a Billing Statement or otherwise used to calculate payments due under this Agreement pursuant to Section 14.5. If Issuer disputes any amounts included in the Purchaser’s Statement , Issuer may withhold payment to the extent of the disputed amount; provided, however, that interest shall be due at the Default Rate for any withheld amount later found to have been properly due.

Section 14.4 Lat e Payment. If Purchaser fails to remit the full amount payable within one Business Day when due, interest on the unpaid portion shall accrue from the date due until the date of payment at the Default Rate.

Section 14.5 Au dit; Adjustments.
(a) Right to Audit. A Party shall have the right, at its own expense, upon reasonable notice to the other Party and at reasonable times, to examine and audit and to obtain copies of the relevant portion of the books, records, and telephone recordings of the other Party to the extent reasonably necessary, but only to such extent, to verify the accuracy of any statement, charge, payment, or computation made under this Agreement . This right to examine, audit, and obtain copies shall not be available with respect to proprietary information not directly relevant to transactions under this Agreement.
(b) Deadline for Objections .

Each Purchaser’s S tatement and each Billing
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or overpayments shall be deemed waived unless such Purchaser’s Statement or Billing S tatement is objected to in writing, with adequate explanation and/or documentation, within two (2) years after the applicable Month of Product delivery.
(c) P ayment of Adjustments. All retroactive adjustments shall be paid in full by the Party owing payment within 30 days of notice and mutually agreed upon substantiation of such inaccuracy. If the Parties are unable to agree upon any retroactive adjustments requested by either Party within the time period specified in Section 14.5(b), then either Party m ay pursue any remedies available with respect to such adjustments at law or in equity. Retroactive adjustments for payments made based on an incorrect Purchaser’s Statement or Billing Statement shall bear interest at the Default Rate from the date such payment was made.

Section 14.6 Ne tting; No Set -Off. The Parties shall net all amounts due and owing, including any past due amounts (which, for the avoidance of doubt, shall include any accrued interest), arising under this Agreement such that the Party owing the greater amount shall make a single payment of the net amount to the other Party in accordance with this Article XIV .

Notwithstanding the foregoing, no Party shall be entitled to net any amounts that are in dispute , and payment for all amounts set forth in a Billing Statement provided to Purchaser shall be made without set-off or counterclaim of any kind.

Section 14.7 So urce of Purchaser’s Payments. Purchaser covenants and agrees to make payments due hereunder from Utility Revenues, and only from such Utility Revenues, as an operating expense of its utility system; provided, however, that Purchaser may apply any legally available monies to the payment of amounts due hereunder.

Section 14.8 Rat
e Covenant. Purchaser hereby covenants and agrees that it will establish, fix, prescribe, maintain, and collect rates, fees, and charges from the customers of its utility system so as to provide Utility Revenues sufficient to enable Purchaser to pay Issuer all amounts payable under this Agreement and to pay all other amounts payable from Utility Revenues, and to maintain any required reserves for Purchaser’s utility system. Purchaser further covenants and agrees that it shall not furnish or supply services free of charge to any Person, except any such service free of charge that Purchaser is supplying on the date hereof as has been specifically identified by Purchaser to Issuer in writing, and it shall promptly enforce the payment of any and all account s owing to Purchaser for the sale of Product or the provision of distribution or other services to its customers. Purchaser further covenants and agrees that in any future bond issue undertaken by Purchaser, or in connection with any other financing or f inancial transaction, Purchaser shall provide that the amounts payable by it under this Agreement constitute a cost of purchased Product and an operating expense of its electric system payable, together with all other operating expenses, from a first charg e on Utility Revenues. Purchaser further covenants that it shall not take any action that would give rise to an event under Section 17.2(b) with respect to Purchaser.

Section 14.9 Pledge of Utility Revenues. Purchaser shall not grant any lien on or security interest in, or otherwise pledge or encumber, the Utility Revenues if the terms or effect of such lien, pledge or other encumbrance results in such lien, pledge or other encumbrance having priority over the obligations of Purchaser to pay the Contract Price, which obligations constitute operating expenses of Purchaser.

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Section 14.10 F inancial Responsibility . When reasonable grounds for insecurity of payments due under this Agreement arise, Issuer may demand, and Purchaser shall provide within two (2) Business Days if demanded, adequate assurance of performance. Reasonable grounds include but are not limite d to the occurrence of an insolvency or liquidation proceeding with respect to Purchaser or the downgrading of Purchaser’s credit rating, if any, to a level below investment grade, or such facts and circumstances which would constitute reasonable grounds for insecurity under applicable Law. Adequate assurance shall mean sufficient security in the form and for a term reasonably specified by Issuer, including but not limited to a standby irrevocable letter of credit, a prepayment, a deposit to an escrow account, or a performance bond or guaranty by a creditworthy entity. The Parties agree that in the event Purchaser fails to provide such adequate assurance as demanded, Issuer shall have the right to suspend its performance under this Agreement, including the making of deliveries of Product to Purchaser, on one (1) day written notice and shall not be obligated to restore such performance until the later of (i) the first day of the Month after such demand has been satisfied, and (ii) the completion of the term of deliveries to any replacement sales customer to which Prepay LLC has remarketed the Product on behalf of Issuer.

ARTICLE XV.

[
RESERVED]
ARTICLE XVI.

NOTICES
Any notice, demand, statement or request required or authorized by this Agreement to be given by one Party to the other Party (or to any third party) shall be in writing and shall either be sent by courier or personal delivery (including overnight delivery service) to each of the notice recipients and addresses specified in Exhibit B for the receiving Party. Any such notice, demand, or request shall be deemed to be given when actually received (including overnight delivery service). Each Party shall have the right, upon 10 days’ prior written notice to the other Party, to change its list of notice recipients and addresses in Exhibit B. The Parties may mutually agree in writing at any time to deliver notices, demands or requests through alternate or additional methods.

ARTICLE XVII.

D
EFAULT; REMEDIES; TERMINATION
Section 17.1 I ssuer Default. Each of the following events shall constitute a n “ Issuer Default” under this Agreement:
(a) any representation or warranty made by Issuer in this Agreement shall prove to have been incorrect in any material respect when made; or ATTACHMENT 7
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(b) Issuer shall have failed to perform, observe or comply with any covenant, agreement or term contained in this Agreement , and such failure continues for more than thirty (30) days following receipt by Issuer of written notice thereof.

Section 17.2 P urchaser Default . Each of the following events shall constitute a “Purchaser Default” under this Agreement:
(a) Purchaser fails to pay when due any amounts owed to Issuer pursuant to this Agreement and such failure is not remedied within three days following receipt by Purchaser of written notice thereof;
(b) Purchaser (i) is dissolved (other than pursuant to a consolidation, amalgamation or merger); (ii) becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due; (iii) makes a general assignment, arrangement or composition with or for the benefit of its creditors; (iv) institutes or has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency Law or other similar Law affecting creditors’ rights, or a petition is presented for its winding- up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition (A) results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation or (B) is not dismissed, discharged, stayed or restrained, in each case within 30 days of the institution or presentation thereof; (v) has a resolution passed for its winding- up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger); (vi) seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all of its assets; (vii) has a secured party take possession of all or substantially all of its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its of assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within 30 days thereafter; (viii) causes or is subject to any event with respect to it which, under the applicable Laws of any jurisdiction, has an analogous effect to any of the events specified in clauses (i) through (vii) ; or (ix) takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts; (c) any representation or warranty made by Purchaser in this Agreement proves to have been incorrect in any material respect when made; (d) Purchaser shall have failed to perform, observe or comply with any covenant, agreement or term contained in this Agreement, and such failure continues for more than 15 days following the earlier of receipt by Purchaser of notice thereof; or (e) Purchaser shall have failed to establish, maintain, or collect rates or charges adequate to provide Utility Revenues sufficient to enable Purchaser to pay all amounts due to Issuer under this Agreement.

Section 17.3 R
emedies Upon Default.

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(a) T ermination . If at any time a n Issuer Default or a Purchaser Default has occurred and is continuing, then the non-defaulting Party may do any or all of the following (i) by notice to the defaulting Party specifying the relevant Issuer Default or Purchaser Default, as applicable, terminate this Agreement effective as of a day not earlier than the day such notice is deemed given under Article XVI and/or (i i) declare all amounts due to the non-defaulting Party under this Agreement or any part thereof immediately due and payable, and the same shall thereupon become immediately due and payable, without notice, demand, presentment, notice of dishonor, notice of intent to demand, protest or other formalities of any kind, all of which are hereby expressly waived by the defaulting Party ; provided, however, this Agreement shall automatically terminate, and all amounts due to the non-defaulting Party hereunder shall immediately become due and payable as of the time immediately preceding the institution of the relevant proceeding or the presentation of the relevant petition giving rise to a Purchaser Default specified in Section

17.2(b)(iv) or , to the extent analogous thereto, Section 17.2(b) (viii). In addition, during the existence of an Issuer Default or a Purchaser Default, as applicable, the non-defaulting Party may exercise all other rights and remedies available to it at Law or in equity, including without limitation mandamus, injunction and action for specific performance, to enforce any covenant, agreement or term of this Agreement.
(b) A dditional Remedies . In addition to the remedies set forth in Section

17.3(a) (and without limiting any other provisions of this Agreement) , during the existence of any Purchaser Default, Issuer may suspend its performance hereunder and discontinue the supply of all or any portion of the Product otherwise to be delivered to Purchaser by it under this Agreement. If Issuer exercises its right to suspend performance under this Section 17.3(b), P urchaser shall remain fully liable for payment of all amounts in default and shall not be relieved of any of its payment obligations under this Agreement . Deliveries of Product may only be reinstated, at a time to be determined by Issuer, upon (i) payment in full by Purchaser of all amounts then due and payable under this Agreement and (ii) unless otherwise agreed by Issuer, payment in advance by Purchaser at the beginning of each Month of amounts estimated by Issuer to be due to Issuer for the future delivery of Product under this Agreement for such Month. Issuer may continue to require payment in advance from Purchaser after the reinstatement of Issuer’s supply services under this Agreement for such period of time as Issuer in its sole discretion may determine is appropriate. In addition, and without limiting any other provisions of or remedies available under this Agreement , if Purchaser fails to accept from Issuer any Product tendered for delivery under this Agreement, Issuer shall have the right to sell such Product to third parties on any terms that Issuer, in its sole discretion, determines are appropriate.
(c) Effect of Early Termination. A
s of the effectiveness of any termination date
in accordance with clause (i) of Section 17.3(a), (i) t he Delivery Period shall end, (ii) the obligation of Issuer to make any further sales and deliveries of Product to Purchaser under this Agreement shall terminate, (iii) the obligation of Purchaser to purchase and receive deliveries of Product from Issuer under this Agreement will terminate and (iv) the Parties shall exercise their right to terminate any Issuer Assignment Agreements and Purchaser Assignment Agreements effective as of the end of the Delivery Period hereunder . Neither this Agreement nor the Delivery Period may be terminated for any reason except as specified in this Article XVII . Without prejudice to any ATTACHMENT 7
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payment obligation in respect of periods prior to termination, no payments will be due from either Party in respect of periods occurring after the effective termination date of this Agreement.

Section 17.4 T ermination of Master Power Supply Agreement; Failed Bond Remarketing. Purchaser acknowledges and agrees that (i) in the event the Master Power Supply Agreement terminates prior to the end of the primary term of this Agreement, this Agreement shall terminate on the effective date of early termination of the Master Power Supply Agreement (which date shall be the last date upon which deliveries are required thereunder, subject to all winding up arrangements), (ii) Issuer’s obligation to deliver Product under this Agreement shall terminate upon the termination of deliveries of Product to Issuer under the Master Power Supply Agreement and (iii) in either such event, Is suer shall exercise its right to terminate any Issuer Assignment Agreements and Purchaser Assignment Agreements in effect. Issuer shall provide notice to Purchaser of any early termination date of the Master Power Supply Agreement. The Parties recognize and agree that, in the event that the Master Power Supply Agreement terminates because of a Failed Remarketing (as defined in the Bond Indenture) of the Bonds that occurs in the first Month of a Reset Period, Issuer shall deliver Product under this Agreement for the remainder of such first Month, and, notwithstanding anything in this Agreement to the contrary, no Monthly Discount Percentage or Annual Refunds shall be associated with such deliveries and the Contract Price shall be adjusted accordingly.

Section 17.5 Limita
tion on Damages . THE PARTIES CONFIRM THAT THE

EXPRESS REMEDIES AND MEASURES OF DAMAGES PROVIDED IN THIS AGREEMENT SATISFY THE ESSENTIAL PURPOSES HEREOF. EXCEPT WHERE

EXPRESSLY PROVIDED OTHERWISE, FOR BREACH OF ANY PROVISION FOR WHICH

AN EXPRESS REMEDY OR MEASURE OF DAMAGES IS HEREIN PROVIDED, SUCH

EXPRESS REMEDY OR MEASURE OF DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY, THE OBLIGOR’S LIABILITY SHALL BE LIMITED AS SET

FORTH IN SUCH PROVISION, AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED. NEITHER PARTY SHALL BE LIABLE FOR

CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR INDIRECT DAMAGES,

LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES, BY STATUTE, IN TORT OR CONTRACT, UNDER ANY INDEMNITY PROVISION, OR OTHERWISE. IT IS

THE INTENT OF THE PARTIES THAT THE LIMITATIONS HEREIN IMPOSED ON

REMEDIES AND THE MEASURE OF DAMAGES BE WITHOUT REGARD TO THE CAUSE

OR CAUSES RELATED THERETO, INCLUDING WITHOUT LIMITATION THE

NEGLIGENCE OF EITHER PARTY, WHETHER SUCH NEGLIGENCE BE SOLE, JOINT OR CONCURRENT, OR ACTIVE OR PASSIVE. TO THE EXTENT ANY DAMAGES

REQUIRED TO BE PAID UNDER THIS AGREEMENT ARE LIQUIDATED, THE PARTIES

ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO

DETERMINE, OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT,

AND THE LIQUIDATED DAMAGES CONSTITUTE A REASONABLE APPROXIMATION OF THE HARM OR LOSS. IN DETERMINING THE APPROPRIATE MEASURE OF

DAMAGES THAT WOULD MAKE THE PARTIES WHOLE, THE PARTIES HAVE

THOROUGHLY CONSIDERED, INTER ALIA, THE UNCERTAINTY OF FLUCTUATIONS

IN PRODUCT PRICES, THE ABILITY AND INTENTION OF THE PARTIES TO HEDGE ATTACHMENT 7
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SUCH FLUCTUATIONS, THE BARGAINED- FOR ALLOCATION OF RISK, THE

KNOWLEDGE, SOPHISTICATION AND EQUAL BARGAINING POWER OF THE

PARTIES, THE ARMS -LENGTH NATURE OF THE NEGOTIATIONS, THE SPECIAL

CIRCUMSTANCES OF THIS TRANSACTION, THE ACCOUNTING AND TAX

TREATMENT OF THE TRANSACTION BY THE PARTIES, AND THE ENTERING INTO OF

OTHER TRANSACTIONS IN RELIANCE ON THE ENFORCEABILITY OF THE LIQUIDATED DAMAGES PROVISIONS CONTAINED HEREIN.

ARTICLE XVIII.

MISCELLANEOUS
Section 18.1 I
ndemnification Procedure. With respect to each indemnification included in this Agreement, the indemnity is given to the fullest extent permitted by applicable Law , and the following provisions shall be applicable. The indemnified Party shall promptly notify the indemnifying Party in writing of any Claim, and the indemnifying Party shall have the right to assume its investigation and defense, including employment of counsel, and shall be obligated to pay related court costs, attorneys’ fees and experts’ fees and to post any appeals bonds; provided, however, that the indemnified Party shall have the right to employ at its expense separate counsel and participate in the defense of any Claim. The indemnifying Party shall not be liable for any settlement of a Claim without its express written consent thereto. In order to prevent double recovery, the indemnified Party shall reimburse the indemnifying Party for reasonable payments or costs incurred in respect of an indemnity with the proceeds of any judgment, insurance, bond, surety or other recovery made by the indemnified Party with respect to a covered event.

Section 18.2 Del
iveries. Contemporaneously with this Agreement (unless otherwise specified),
(a) each Party shall deliver to the other Party evidence reasonably satisfactory to it of (i) such Party’s authority to execute, deliver and perform its obligations under this Agreement and (ii) the appropriate individuals who are authorized to sign this Agreement on behalf of such Party;
(b) on t he Bond Closing Date, P urchaser shall deliver to Issuer a fully executed Federal Tax Certificate in the form attached hereto as Exhibit D; and (c) on the Bond Closing Date, Purchaser shall deliver to Issuer an opinion of counsel to Purchaser in the form attached hereto as Exhibit E.

Section 18.3 Entirety; Amendments . This Agreement, including the exhibits and attachments hereto, constitutes the entire agreement between the Parties and supersedes all prior discussions and agreements between the Parties with respect to the subject matter hereof. There are no prior or contemporaneous agreements or representations affecting the same subject matter other than those expressed herein. Except for any matters that, in accordance with the express provisions of this Agreement, may be resolved by oral agreement between the Parties , no amendment, modification, supplement, or change hereto shall be enforceable unless reduced to writing and executed by both Parties.

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Section 18.4 G overning Law. THIS AGREEMENT AND THE RIGHTS AND DUTIES

OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY AND

CONSTRUED, ENFORCED AND PERFORMED IN ACCORDANCE WITH THE LAWS OF

THE STATE OF CALIFORNIA, WITHOUT REGARD TO ANY CONFLICTS OF LAW PRINCIPLE THAT WOULD DIRECT THE APPLICATION OF ANOTHER JURISDICTION’S LAW.

Section 18.5 Non-Wai
ver. No waiver of any breach of any of the terms of this Agreement shall be effective unless such waiver is in writing and signed by the Party against whom such waiver is claimed. No waiver of any breach or breaches shall be deemed a waiver of any other subsequent breach.

Section 18.6 Se verability. If any provision of this Agreement, or the application thereof, shall for any reason be invalid or unenforceable, then to the extent of such invalidity or unenforceability, the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected thereby, but rather shall be enforced to the maximum extent permissible under applicable Law , so long as the economic and legal substance of the transactions contemplated hereby is not affected in any materially adverse manner as to either Party.

Section 18.7 Exhi
bits. Any and all Exhibits and attachments referenced in this Agreement are hereby incorporated herein by reference and shall be deemed to be an integral part hereof.

Section 18.8 Wi
nding Up Arrangements. All indemnity and confidentiality obligations, audit rights, and other provisions specifically providing for survival shall survive the expiration or termination of this Agreement. The expiration or termination of this Agreement shall not relieve either Party of (a) any unfulfilled obligation or undischarged liability of such Party on the date of such termination or (b) the consequences of any breach or default of any warranty or covenant contained in this Agreement. All obligations and liabilities described in the preceding sentence of this Section 18.8, and applicable provisions of this Agreement c reating or relating to such
obligations and liabilities, shall survive such expiration or termination.

Section 18.9 Re lationship of Parties. The Parties shall not be deemed to be in a relationship of partners or joint venturers by virtue of this Agreement, nor shall either Party be an agent, representative, trustee or fiduciary of the other. Neither Party shall have any authority to bind the other to any agreement. This Agreement is intended to secure and provide for the services of each Party as an independent contractor.

Section 18.10 Immu nity. Each Party represents and covenants to and agrees with the other Party that it is not entitled to claim immunity on the grounds of sovereignty or other similar grounds with respect to itself from (i) suit or (ii) jurisdiction of any court because of its status as a political subdivision of the State of California; provided that the foregoing relates only to contractual claims and not to any claim based in tort.

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Section 18.11 R ates and Indices. If the source of any publication used to determine the index or other price used in the Contract Price should cease to publish the relevant prices or should cease to be published entirely, an alternative index or other price will be used based on the determinations made by Issuer and Prepay LLC under Section 18.11 of the Master Power Supply Agreement. Issuer shall provide Purchaser the opportunity to provide its recommendations and other input to Issuer for Issuer’s use in the process for selecting such alternative index or other price under Section 18.11 of the Master Power Supply Agreement.

Section 18.12 Limita
tion of Liability . During the Delivery Period, the obligations of Issuer under this Agreement are special and limited obligations payable solely from the revenues, income and funds of its Clean Energy Project that are pledged pursuant to the Bond Indenture.

Section 18.13 Count
erparts. This Agreement may be executed and acknowledged in multiple counterparts and by the Parties in separate counterparts, each of which shall be an original and all of which shall be and constitute one and the same instrument.

Section 18.14 Thi rd Party Beneficiaries; Rights of Trustee. Purchaser acknowledges and agrees that (a) Issuer will pledge and assign its rights, title and interest in and to this Agreement and the amounts payable by Purchaser under this Agreement to secure Issuer’s obligations under the Bond Indenture; (b) the Trustee shall be a third -party beneficiary of this Agreement with the right to enforce Issuer’s rights and Purchaser’s obligations under this Agreement; (c) J. Aron shall be a third-party beneficiary of this Agreement with the right to enforce the provisions of Article VI; (d) t he Trustee or any receiver appointed under the Bond Indenture shall have the right to perform all obligations of Issuer under this Agreement ; and (e ) in the event of any Purchaser Default under Section 17.2(a), (i ) Prepay LLC may, to the extent provided for in, and in accordance with, the Receivables Purchase Exhibit to the Master Power Supply Agreement, take assignment from Issuer of receivables owed by Purchaser to Issuer under this Agreement, and Prepay LLC or any third party transferee who purchases and takes assignment of such receivables from Prepay LLC shall thereafter have all rights of collection with respect to such receivables (provided that, if at any time an insurance provider agrees to insure Purchaser’s payment obligations hereunder, then such insurance provider shall have the same rights under this Section 18.14 as Prepay LLC) , and
(ii) if such receivables are not so assigned, the Swap Counterparty (as defined in the Master Power Supply Agreement) shall have the right to pursue collection of such receivables to the extent any non-payment by Issuer to any Swap Counterparty was caused by Purchaser ’s payment default.

Pursuant to the terms of the Bond Indenture , Issuer has irrevocably appointed the Trustee as its agent to issue notices and , as directed under the Bond Indenture, to take any other actions that Issuer is required or permitted to take under this Agreement . Purchaser may rely on notices or other actions taken by Issuer or the Trustee, and Purchaser has the right to exclusively rely on any notices delivered by the Trustee, regardless of any conflicting notices that it may receive from Issuer.

Section 18.15 Waiv
er of Defenses. Each Party waives all rights to set-off, counterclaim, recoupment and any other defenses that might otherwise be available to it with regard to its obligations pursuant to the terms of this Agreement.

Section 18.16 Rat
e Changes.

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(a) S tandard of Review . Absent the agreement of the Parties to the proposed change, the standard of review for changes to any rate, charge, classification, term or condition of this Agreement, whether proposed by a Party (to the extent that any waiver in Section 18.16(b) below is unenforceable or ineffective as to such Party ), a non-party or FERC acting sua sponte, shall solely be the “public interest” application of the “just and reasonable” standard of review set forth in United Gas Pipe Line Co. v. Mobile Gas Service Corp., 350 U.S. 332 (1956) and Federal Power Commission v. Sierra Pacific Power Co., 350 U.S. 348 (1956) and clarified by Morgan Stanley Capital Group Inc. v. Public Util. Dist. No. 1 of Snohomish, 554 U.S. 527 (2008). (b) Waiver. In addition, and notwithstanding Section 18.16(a), to the fullest extent permitted by applicable Law , each Party, for itself and its successors and assigns, hereby expressly and irrevocably waives any rights it can or may have, now or in the future, whether under Section 205 and/or 206 of the Federal Power Act or otherwise, to seek to obtain from FERC by any means, directly or indirectly (through complaint, investigation or otherwise), and each hereby covenants and agrees not at any time to seek to so obtain, an order from FERC changing any section of this Agreement specifying the rate, charge, classif ication, or other term or condition agreed to by the Parties, it being the express intent of the Parties that, to the fullest extent permitted by applicable Law, neither Party shall unilaterally seek to obtain from FERC any relief changing the rate, charge, classification, or other term or condition of this Agreement , notwithstanding any subsequent changes in applicable Law or market conditions that may occur. In the event it were to be determined that applicable Law precludes the Parties from waiving their rights to seek changes from FERC to their market-based power sales contracts (including entering into covenants not to do so) then this Section 18.16(b) s
hall not apply, provided that, consistent with Section

18.16(a), neither Party sh all seek any such changes excep t solely under the “public interest” application of the “just and reasonable” standard of review and otherwise as set forth in Section

18.16(a).

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first above written.
[Separate Signature Page(s) Attached]
ATTACHMENT 7
A7-47
161

Signature Page to the Clean Energy Purchase Contract

SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY
By: ____________________________________
Name:______________________________
Title:_______________________________
ATTACHMENT 7
A7-48
162

Signature Page to the Clean Energy Purchase Contract

[____]
By:

Name:______________________________
Title:_______________________________
ATTACHMENT 7
A7-49
163

A-1

EXHIBIT A-1

BASE QUANTITIES; BASE DELIVERY POINTS; COMMODITY REFERENCE PRICES [To be attached.]
[Primary Delivery Point: [____]]
Delivery Hours: [____]
Commodity Reference Prices: [____]

FLOW DATE BASE

UNADJUSTED

QUANTITIES
(MWH/DELIVERY
HOUR)

BASE QUANTITY

REDUCTION

MWH/DELIVERY
HOUR

BASE QUANTITY

MWH/DELIVERY
HOUR

[EXPLANATION: Exhibit A-1 lists the quantities of MWh of Base Energy, which we expect to be zero at all times pursuant to the Base Quantity Reductions resulting from PPA assignments.] ATTACHMENT 7
A7-50
164

A-2

EXHIBIT A-2

ASSIGNED RIGHTS AND OBLIGATIONS
[To be attached.]
PPA: [PPA
Seller]
[PPA
Seller]
[PPA
Seller]
[PPA
Seller]
[PPA
Seller]
[PPA
Seller]
[PPA
Seller]
Purchaser
Percentage of
PPA Output:
[____]% [____]% [____]% [____]% [____]% [____]% [____]% Assigned
Delivery
Point:
[____] [____] [____] [____] [____] [____] [____]
APC Contract
Price
[Fixed
Price]
[Fixed
Price]
[Fixed
Price]
[Fixed
Price]
[Fixed
Price]
[Fixed
Price]
[Fixed
Price]
Assignment
Period
[____],
20[_] -
[____],
20[_]
[____],
20[_] -
[____],
20[_]
[____],
20[_] -
[____],
20[_]
[____],
20[_] -
[____],
20[_]
[____],
20[_] -
[____],
20[_]
[____],
20[_] -
[____],
20[_]
[____],
20[_] -
[____],
20[_]
Commodity
Month
Assigned
Prepay
Quantities
Assigned
Prepay
Quantities
Assigned
Prepay
Quantities
Assigned
Prepay
Quantities
Assigned
Prepay
Quantities
Assigned
Prepay
Quantities
Assigned
Prepay
Quantities
[____], 2026 [____]
MWh
[____]
MWh
[____]
MWh
[____]
MWh
[____]
MWh
[____]
MWh
[____]
MWh
…

[EXPLANATION: Exhibit A-2 lists the Assigned PPA volumes for redelivery to Purchaser under this Agreement.] ATTACHMENT 7
A7-51
165

B-1

EXHIBIT B

NOTICES
IF TO ISSUER: Southern California Public Power Authority Attention: Executive Director
1160 Nicole Court
Glendora, CA 91740
Email: [email protected]

IF TO PURCHASER: [____]
[____]
[____]
[____]

ATTACHMENT 7
A7-52
166

C-1

EXHIBIT C

REMARKETING ELECTION NOTICE
Southern California Public Power Authority
1160 Nicole Court
Glendora, CA 91740

Aron Energy Prepay 51 LLC
c/o J. Aron & Company LLC
200 West Street
New York, NY 10282

[Trustee]
[_____]
[_____]
[_____]

To the Addressees:

The undersigned, duly authorized representative of [____] (t he “Purchaser”), is providing this
notice (the “Remarketing Election Notice”) pursuant to the Clean Energy Purchase Contract, dated as of [_____], 2026 (the “Clean Energy Purchase Contract”), between Southern California Public Power Authority and Purchaser. Capitalized terms used herein shall have the meanings set forth in the Clean Energy Purchase Contract.

Pursuant to Section 3.4( b) of the Clean Energy Purchase Contract , the Purchaser has elected to have its Base Quantity, for each Hour of the Reset Period commencing __________ and extending to and including ______________, remarketed beginning as of the commencement of such Reset Period. The resumption of deliveries of Base Quantities in any future Reset Period shall be in accordance with Section 3.4(b) of the Clean Energy Purchase Contract.

Given this [___] day of [_________], 20[__].

[____]

By: __________________________

Name: ________________________

Title: _________________________

ATTACHMENT 7
A7-53
167

D-1

EXHIBIT D

FORM OF FEDERAL TAX CERTIFICATE

This Federal Tax Certificate is executed in connection with the Clean Energy Purchase C
ontract dated as of [______], 2026 (the “Clean Energy Purchase Contract”), by and between the Southern California Public Power Authority (“Issuer”) and [____] (“Power Purchaser ”).

Capitalized terms used and not otherwise defined herein shall have the meanings given to them in the Clean Energy Purchase Contract, in the Tax Certificate and Agreement, or in the Bond Indenture.

WHEREAS Power Purchaser acknowledges that Issuer is issuing the Bonds to fund the pr
epayment price under the Master Power Supply Agreement; and WHEREAS the Bonds are intended to qualify for tax exemption under Section 103 of the Internal Revenue Code of 1986, as amended; and
WHEREAS Power Purchaser’s use of Energy acquired pursuant to the Clean Energy Purchase Contract and certain funds and accounts of Power Purchaser will affect the Bonds’ qualification for such tax exemption.

NOW, THEREFORE, POWER PURCHASER HEREBY CERTIFIES AS FOLLOWS:

1. Power Purchaser is a municipal corporation organized and existing under the Laws of the State of California.

2. Power Purchaser will resell all of the Energy acquired pursuant to the Clean Energy Purchase Contract to its retail Energy customers within its service area, with retail sales in all cases being made pursuant to regularly established and generally applicable tariffs or under authorized requirements contracts. For purposes of the foregoing sentence, the term “service area” means (x) the area throughout which Power Purchaser, Power Purchaser’s municipal wholesale customers, or a joint action agency’s municipal customers, provided power transmission or distribution service at all times during the 5 -year period ending on [______] , and from then until the date of issuance of the Bonds (the “Closing Date”), and (y) any area recognized as the service area of Power Purchaser under state or federal law.

3. The annual average amount during the testing period of Energy purchased (other than for resale) by customers of Power Purchaser who are located within the service area of Power Purchaser is [________] MWh. The maximum annual amount of Energy in any year being acquired pursuant to the Clean Energy Purchase Contract is [_______] MWh. The annual average amount of Energy which Power Purchaser otherwise has a right to acquire as of the Closing Date (including rights to capacity to generate electricity, whether owned, leased or otherwise contracted for) is [________] MWh. The sum of (a) the maximum amount of Energy in any year being acquired pursuant to the Clean Energy Purchase Contract, and (b) the amount of Energy that Power ATTACHMENT 7
A7-54
168

D-2

Purchaser otherwise has a right to acquire (including rights to capacity to generate electricity, whether owned, leased or otherwise contracted for) in the year described in the foregoing clause (a), is [________] MWh. Accordingly, the amount of Energy to be acquired under the Clean Energy Purchase Contract by Power Purchaser, supplemented by the amount of Energy otherwise available to Power Purchaser as of the Closing Date, during any year does not exceed the sum of (i) [___]% of the annual average amount during the testing period of Energy purchased (other than for resale) by customers of Power Purchaser who are located within the service area of Power Purchaser; and (ii) the amount of Energy to be used to transport the Energy purchased pursuant to the Master Power Supply Agreement to Power Purchaser during such year. For purposes of this paragraph 3, the term "testing period" means the 5 calendar years ending [______], and the term "service area" means (x) the area throughout which Power Purchaser provided power transmission or distribution service at all times during the testing period, (y) any area within a county contiguous to the area described in (x) in which retail customers of Power Purchaser are located if such area is not also served by another utility providing power services, and (z) any area recognized as the service area of Power Purchaser under state or federal law.

4. Power Purchaser expects to pay for Energy acquired pursuant to the Clean Energy Purchase Contract solely from funds derived from its power distribution operations. Power Purchaser expects to use its current net revenues to pay for current Energy acquisitions. There are no funds or accounts of Power Purchaser or any person who is a related Person to Power Purchaser in which monies are invested and which are reasonably expected to be used to pay for Energy acquired more than one year after it is acquired. No portion of the proceeds of the Bonds will be used directly or indirectly to replace funds of Power Purchaser or any persons who are related Persons to Power Purchaser that are or were intended to be used for the purpose for which the Bonds were issued.

_______________, 2026
[____]

By: __________________________

Name: ________________________

Title: _________________________

ATTACHMENT 7
A7-55
169

E-1

EXHIBIT E

OPINION OF COUNSEL
Southern California Public Power Authority
Glendora, CA
Aron Energy Prepay 51 LLC
New York, NY
[Trustee]
[City, State]
Goldman Sachs & Co. LLC
New York, NY
[Commodity Swap Counterparty]
[City, State]
Re: Clean Energy Purchase Contract between [____] and Southern California Public Power Authority, dated as of [_____], 2026
Ladies and Gentlemen:

I am [_______] to [____] (“Purchaser”). I am furnishing this opinion to you in connection with the Clean Energy Purchase Contract between the Southern California Public Power Authority (“Issuer”) and Purchaser dated as of [____], 2026 (the “Clean Energy Purchase Contract”).

Unless otherwise specified herein, all terms used but not defined in this opinion shall have the same meaning as is ascribed to them in the Clean Energy Purchase Contract.

In connection with this opinion, I have examined originals or copies, certified or otherwise identified to my satisfaction, of the following:
(a) The Constitution and laws of the State of California (the “State”) including, as applicable, acts, ordinances, certificates, articles, charters, bylaws, and agreements pursuant to which Purchaser was created and by which it is governed; (b) Resolution No. [__], duly adopted by Purchaser on [_______] (the “Resolution”) and certified as true and correct by certificate, authorizing Purchaser to execute and deliver the Clean Energy Purchase Contract;
(c) A copy of the Clean Energy Purchase Contract executed by Purchaser; and (d) All outstanding instruments relating to bonds, notes, or other indebtedness of or relating to Purchaser’s electric utility system.

ATTACHMENT 7
A7-56
170

E-2

I have also examined and relied upon originals or copies, certified or otherwise authenticated to my satisfaction, of such records, documents, certificates, and other instruments, and made such investigations of law, as in my judgment I have deemed necessary or appropriate to enable me to render the opinions expressed below.

Based upon the foregoing, I am of the opinion that:

1. Purchaser is a public agency of the State of California, duly organized and validly existing under the laws of the State and has the power and authority to own its properties, to carry on its business as now being conducted, and to enter into and to perform its obligations under the Clean Energy Purchase Contract.

2. The execution, delivery, and performance by Purchaser of the Clean Energy Purchase Contract have been duly authorized by the governing body of Purchaser and do not and will not require, subsequent to the execution and delivery of the Clean Energy Purchase Contract by Purchaser, any further consent or approval of the governing body or any officers of Purchaser.

3. Assuming that New York law is the same in these respects as the State’s laws, the Clean Energy Purchase Contract is the legal, valid, and binding obligation of Purchaser, enforceable in accordance with its terms, except as such enforceability may be subjec t to (i) the exercise of judicial discretion in accordance with general principles of equity and (ii) bankruptcy, insolvency, reorganization, fraudulent conveyance, moratori a, and other similar laws affecting creditors’ rights heretofore or hereafter enacted, to the extent constitutionally applicable.

4. Other than those approvals, consents, and/or authorizations that have already been obtained, no approval, consent, or authorization of any governmental or public agency, authority, commission or person, or, to my knowledge, of any holder of any outstanding bonds or other indebtedness of Purchaser relating to Purchaser’s electricity utility system, is required with respect to the execution, delivery, and performance by Purchaser of the Clean Energy Purchase Contract or Purchaser’s participation in the transactions contemplated thereby.

5. The authorization, execution, and delivery of the Clean Energy Purchase Contract and compliance with the provisions thereof (a) to my knowledge will not conflict with or constitute a breach of, or default under, (i) any instrument relating to the organization, existence, or operation of Purchaser, (ii) any ruling, regulation, ordinance, judgment, order, or decree to which Purchaser (or any of its officers in their respective capacities as such) is subject or (iii) any provision of the laws of the State relating to Purchaser and its affairs, and (b) to my knowledge will not result in, or require the creation or imposition of, any lien on any of the properties or revenues of Purchaser pursuant to any of the foregoing, in each case described in clauses (a) and (b) above solely with respect to Purchaser’s electric utility system.

6. To my knowledge, the Purchaser’s execution and delivery of the Clean Energy Purchase Contract will not result in the breach of or default under any applicable constitutional provision or any law or administrative regulation of the State or the United States or any applicable judgment or decree or any loan or other agreement, resolution, indenture, bond, note, resolution, agreement or other instrument to which Purchaser is a party or to which Purchaser or any of its property or assets is otherwise subject.

ATTACHMENT 7
A7-57
171

E-3

7. Payments to be made by Purchaser under the Clean Energy Purchase Contract shall constitute operating expenses of Purchaser’s electric utility system payable solely from the revenues and other available funds of Purchaser’s electric utility system as a cost of purchased electricity.

8. As of the date of this opinion, to the best of my knowledge, after due inquiry, there is no pending or threatened action or proceeding at law or in equity or by any court, government agency, public board, or body affecting or questioning the existence of P urchaser or the titles of its officers to their respective offices or affecting or questioning the legality, validity, or enforceability of the Clean Energy Purchase Contract, nor to my knowledge is there any basis therefor.

Wherever in this opinion with respect to the presence or absence of facts the phrase “to my knowledge” or any similar phrase is used, such phrase indicates only that no actual knowledge of the presence or absence of such facts has come to my attention, and I advise you that I have not undertaken any independent investigation with regard thereto.

The opinions expressed herein are based upon the law and other matters in effect on the date hereof. The opinions expressed are matters of professional judgment and are not a warranty, assurance, or guaranty of result. I assume no obligation to revise or supplement this opinion should such law be changed by legislative action, judicial decision, or otherwise, or should any facts or other matters upon which I have relied change.

The opinions expressed herein are limited to the laws of the State and applicable federal laws of the United States. No opinion is being expressed with respect to New York law.

This opinion is rendered solely for the use and benefit of the addressees listed above in connection with the Clean Energy Purchase Contract and may not be relied upon other than in connection with the transactions contemplated by the Clean Energy Purchase Contract or by any other person or entity for any purpose whatsoever, nor may this opinion be quoted in whole or in part or otherwise referred to in any document or delivered to any other person or entity, without the prior written consent of the undersigned.

Very truly yours,

[_________]
[_________]

ATTACHMENT 7
A7-58
172

F-1

EXHIBIT F-1

FORM OF ISSUER ASSIGNMENT AGREEMENT
[To be attached.]

[EXPLANATION: Once in agreed form, the unpopulated form of Issuer Assignment Agreement will be pasted into this exhibit for future reference.]

ATTACHMENT 7
A7-59
173

F-2

EXHIBIT F-2

FORM OF PURCHASER ASSIGNMENT AGREEMENT
[To be attached.]

[EXPLANATION: Once in agreed form, the unpopulated form of Purchaser Assignment Agreement will be pasted into this exhibit for future reference.]

ATTACHMENT 7
A7-60
174

G-1

EXHIBIT G

COMMUNICATIONS PROTOCOL FOR BASE QUANTITIES
This Exhibit G (“ C ommunications Protocol”) addresses the Scheduling of Base Quantities to be delivered and received at the Base Delivery Point. It is intended to be attached to both the Master Power Supply Agreement and the Clean Energy Purchase Contract, each as defined below.

1. ADDI TIONAL DEFINED TERMS
In addition to the terms defined in Article I o f this Agreement , the following terms used in this Communications Protocol shall have the following meanings:

1.1. “Agreement” m eans (i) when this Communications Protocol is attached to the Master Power Supply Agreement, the Master Power Supply Agreement and (ii) when this Communications Protocol is attached to the Clean Energy Purchase Contract, the Clean Energy Purchase Contract.

1.2. “Clean Energy Purchase Contract” means that certain Clean Energy P urchase Contract dated as of [______], 2026 by and between Issuer and Project Participant.

1.3. “Delivery Scheduling Entity” means Prepay LLC or a Person designated by Prepay LLC, as set forth in Attachment 4 hereto or in a subsequent written notice to Issuer and the Project Participant.

1.4. “Issuer” m eans Southern California Public Power Authority, a joint powers authority organized pursuant to the laws of the State of California.

1.5. “Master Power Supply A greement” means that certain Master Power Supply Agreement dated as of [______], 2026 by and between Prepay LLC and Issuer that is specified as relating to the Clean Energy Purchase Contract with Project Participant.

1.6. “O perational Nomination ” has the meaning specified in Section 4.1.1.

1.7. “Prepay LLC” means Aron Energy Prepay 51 LLC, a Delaware limited liability company.

1.8. “Project Participant” means [____], [__________].

1.9. “Receipt Scheduling Entity” means, with respect to any Base Quantities to be delivered under the Master Power Supply Agreement, the Project Participant, unless the Clean Energy Purchase Contract has been suspended or terminated, in which case the Receipt Scheduling Entity will be Issuer or a Person designated by Issuer for such Delivery Point in accordance with this Communications Protocol.

ATTACHMENT 7
A7-61
175

G-2

1.10. “R elevant Contract ” means the Master Power Supply Agreement and the Clean Energy Purchase Contract.

1.11. “Relevant Party” means Issuer, Prepay LLC or the Project Participant.

1.12. “Relevant Third Party” means any Person that is (i) a Transmission Provider that will or is intended to transport Product to be delivered or received under the Agreement, (ii) an independent system operator or control area that coordinates the Scheduling of Product at the Base Delivery Point, (iii) Scheduling receipt of Product by Issuer or for the account of Issuer to the extent such Product has been delivered to Issuer or for the account of Issuer under the Master Power Supply Agreement, and (iv) delivering Product to Issuer or for the account of Issuer to the extent such Product is intended to be re -delivered ultimately to the Project Participant or for the account of the Project Participant under the Clean Energy Purchase Contract.

1.13. “Scheduling Entities” m eans the Receipt Scheduling Entity and the Delivery Scheduling Entity.

2. A GREEMENTS OF RELEVANT PARTIES
Each Relevant Party that is a party to Relevant Contract to which this Communications Protocol is attached acknowledges that this Communications Protocol sets forth certain obligations that may be delegated to other Relevant Parties that are not parties to such Relevant Contracts. In connection therewith:

2.1 Reliance on Scheduling Entity. Each Relevant Party shall be entitled to rely exclusively on any communications or directions given by a Delivery Scheduling Entity or Receipt Scheduling Entity, in each case to the extent such communications are permitted hereunder.

2.2 Performance of Communications Protocol. Each Relevant Party to a Relevant Contract shall cause its counterparty to each other Relevant Contract to comply with the provisions of this Communications Protocol as the provisions apply to such counterparty to the extent required to perform the obligations of the Relevant Party under the Relevant Contract.

2.3 T
hird Party Beneficiaries. To the extent this Communications Protocol purports to give any Relevant Party (a “Beneficiary”) rights vis -à-vis any other Relevant Party (a “Burdened Party” ) with whom such Beneficiary does not have privity under a Relevant Contract, such Beneficiary shall be deemed to be a third party beneficiary of each Relevant Contract to which the Burdened Party is a party to the extent necessary or convenient to enforce the obligations of the Burdened Party under this Communications Protocol.

ATTACHMENT 7
A7-62
176

G-3

2.4 Amendment of Relevant Contracts. No Relevant Party shall amend, waive or otherwise modify any provision of any Relevant Contract to which it is a party without the consent of each other Relevant Party whose rights or obligations would be materially and adversely affected by such amendment, waiver or modification as it relates to this Communications Protocol.

2.5 Amendment of Communications Protocol. No Relevant Party shall amend any provision of this Communications Protocol in a Relevant Contract without the consent of each other Relevant Party.

2.6 Waiver of Communications Protocol. No Relevant Party shall waive any provision of this Communications Protocol in a Relevant Contract without the consent of each other Relevant Party whose rights or obligations would be materially and adversely affected by such waiver.
3 DESIGNATION AND REPLACEMENT OF SCHEDULING ENTITIES

3.1 D esignation of Delivery Scheduling Entity. Prepay LLC may designate a new Delivery Scheduling Entity upon thirty (30) days written notice to Issuer substantially in the form of Attachment 4 . Any Scheduling Entity designated in accordance with this Section 3.1 shall commence service at the beginning of a Month, unless mutually agreed in writing between Prepay LLC and Issuer.

3.2 Assumption by Receipt Scheduling Entity. If any Delivery Scheduling Entity (
other than Prepay LLC) persistently fails to perform its obligations as contemplated under this Communications Protocol, the Receipt Scheduling Entity may, by notice to Prepay LLC, require that Prepay LLC deal directly with the Receipt Scheduling Entity until a new Delivery Scheduling Entity is designated in accordance with this Section 3.1.

3.3 Scheduling Coordinator. Each Project Participant, as applicable, shall designate a scheduling coordinator for the purposes of accepting Base Product delivery under its Clean Energy Purchase Contract at the Base Delivery Point through the scheduling of ISTs.
4 INFORMATION EXCHANGE AND COMMUNICATION BETWEEN ISSUER AND

PREPAY LLC

4.1 Communication of Operational Nomination Details.

4.1.1 N
ot later than three Days prior to each Day during which Base Product is required to be delivered under the Agreement , the Receipt Scheduling Entity for such Delivery Point may deliver an operational nomination in writing (the “Operational Nomination”) indicating any inability of a Project Participant to receive all of its Base Quantities during such Day, which ATTACHMENT 7
A7-63
177

G-4

Operational Nomination shall be without prejudice to any party’s rights under the Relevant Contracts for failure to receive Base Quantities. If no changes to Base Quantities are so submitted, the Operational Nomination shall be deemed to nominate the full Base Quantities required to be delivered on a Day.

4.1.2 Not later than three Days prior to each Day during which Base Product is required to be delivered under the Agreement , the Delivery Scheduling Entity for such Delivery Point may revise the Operational Nomination to indicate any inability of Prepay LLC to deliver all Base Quantities during such Day, which revised Operational Nomination shall be without prejudice to any party’s rights under the Relevant Contracts for failure to deliver Base Quantities.

4.2 Event-specific Communications.

4.2.1 R
emarketing Notices issued by Issuer under the Master Power Supply Agreement (including in response to a Remarking Election Notice issued by any Project Participant under its Clean Energy Purchase Contract) shall be substantially in the form of Attachment 2 hereto. Any such notices to remarket must be delivered directly to Prepay LLC and the Delivery Scheduling Entity.

4.2.2 E
ach Scheduling Entity shall notify Prepay LLC , Issuer and the Project Participant as soon as practicable in the event of: ( i) any deficiencies in Scheduling related to such Scheduling Entity; (ii) any deficiencies in Scheduling related to the other such Scheduling Entity; and (iii) any issues with Relevant Third Parties that that would reasonably be expected to create issues related to Product Scheduling under the Relevant Contract. 5 ACCESS AND INFORMATION

5.1 Verification of Product Scheduled. In addition to the delivery of and access to the records and data required pursuant to the Agreement , each Relevant Party agrees to provide relevant records from itself and other Relevant Third Parties necessary to document and verify Product Scheduled within and after the Month as needed to facilitate the Relevant Contracts.

5.2 View Rights. To the extent requested by a Delivery Scheduling Entity or Prepay LLC, the Receipt Scheduling Entities will use Commercially Reasonable Efforts to cooperate with the Delivery Scheduling Entity and Prepay LLC to ensure that Delivery Scheduling Entity and Prepay LLC has sufficient agency view rights from each such Scheduling Entity to allow Prepay LLC to view Base Product Scheduling at the Base Delivery Point.

ATTACHMENT 7
A7-64
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G-5

6 NOTICES
Any notice, demand, request or other communication required or authorized by this Communications Protocol to be given by one Relevant Party to another Relevant Party shall be in writing, except as otherwise expressly provided herein. It shall either be sent by facsimile (with receipt confirmed by telephone and electronic transmittal receipt), courier, or personally delivered (including overnight delivery service) to the representative of the other Relevant Party designated in Attachment 1 hereto. Any such notice, demand, or request shall be deemed to be given (i) when sent by facsimile confirmed by telephone and electronic transmittal receipt or (ii) when actually received if delivered by courier or personal delivery (including overnight delivery service).

Each Relevant Party shall have the right, upon written notice to the other Relevant Parties, to change its address at any time, and to designate that copies of all such notices be directed to another Person at another address.
7 NO IMPACT ON CONTRACTUAL OBLIGATIONS
Except as expressly set forth herein or in an applicable Relevant Contract , nothing in this Communications Protocol nor any Relevant Party ’s actions or inactions hereunder shall have any impact on any Relevant Party ’s rights or obligations under the Relevant Contracts.
8 ATTACHMENTS
Attachment 1 - Key Personnel
Attachment 2 - Remarketing Notice Form
Attachment 3 - Designation of Alternate Base Delivery Points Form Attachment 4 - Designation of Scheduling Entities Form

ATTACHMENT 7
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G-6

Attachment 1
Key Personnel
Prepay LLC Marketing Personnel:

Timothy Capuano
Sales and Trading
Telephone: (212) 357-2542
[email protected]

Prepay LLC Scheduling Personnel:

Scheduling Team
Email: [email protected]
Direct Phone: (212) 855-6188
Fax: (212) 493-9847

Other Prepay LLC Personnel:

Telephone: (212) 855-0880
[email protected]

Andres E. Aguila
General Notices
Telephone: (212) 855-0608
Fax: (212) 291-2124
[email protected]

Issuer Personnel:

Attention: Executive Director
Telephone: (626) 793-9364
Fax: (626) 793-9461
Email: [email protected]

Project Participant Personnel:

[____]
[____]
[____]
[____]3

3 NTD: To be populated for each project participant once scheduling information is provided.

ATTACHMENT 7
A7-66
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G-7

Attachment 2
Remarketing Notice Form
Date: [_____________]

To: Prepay LLC Scheduling

From: Project Participant Scheduling

This notice is being delivered pursuant to that certain Master Power Supply Agreement (the “Prepaid Agreement”) dated as of [______], 2026 by and between Aron Energy Prepay 51 LLC (“Prepay LLC”) and Southern California Public Power Authority, a joint powers authority organized pursuant to the laws of the State of California (“Issuer”), and relates to the Clean Energy Purchase Contract (the “Clean Energy Purchase Contract”) dated as of [______], 2026 by and between Issuer and [____] (“Project Participant”). Capitalized terms not defined herein are defined in the Prepaid Agreement.

Check the box to indicate type of Remarketing Notice ( T he numbers of the Primary (“ P”) and
Alternate (“ A”) Delivery Points below correspond to those same Primary and Alternate Base Delivery Points set forth in Exhibit A-1 of the Agreement, or as may be designated by the Parties from time to time):


Monthly Remarketing Notice:

Month(s) for which remarketing is requested: _____________________, 20__ through _______________________, 20__.

Pursuant to Section 3(b) o
f Exhibit C of the Master Power Supply Agreement, Project Participant requests that Prepay LLC remarket in such M onth(s) the following Base Quantities of Product required to be delivered at the following Delivery Points:

Delivery Point (P/A, #) MWh/ Hour for each Hour in the Month

 Daily Remarketing Notice:

ATTACHMENT 7
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G-8

Hours for which remarketing is requested: _____________________, 20__ through _______________________, 20__.

Pursuant to Section 3(c) o
f Exhibit C of the Master Power Supply Agreement, Project Participant requests that Prepay LLC remarket for such Hours the following Base Quantities of Product required to be delivered at the following Delivery Point:

Delivery Point (P/A, #) MWh/Hour

Submitted by Project Participant:
[____]

By: _________________________
Name: _______________________
Title: ________________________
ATTACHMENT 7
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G-9

Attachment 3
Designation of Alternate Base Delivery Points Form
This designation is delivered pursuant to that certain Master Power Supply Agreement (the “Master Power Supply Agreement”) dated as of [______], 2026 by and between Aron Energy Prepay 51 LLC (“Prepay LLC”) and Southern California Public Power Authority, a joint powers authority organized pursuant to the laws of the State of California (“Issuer”) and the Clean Energy Purchase Contract (the “Clean Energy Purchase Contract”) dated as of [______], 2026 by and between Issuer and [____] (“Project Participant”). Capitalized terms not defined herein are defined in the Master Power Supply Agreement and the Clean Energy Purchase Contract. Project Participant and/or Issuer hereby proposes the following Alternate Delivery Points for deliveries of Energy that would otherwise be made at the specified Primary Delivery Point:

ALTERNATE

DELIVERY POINT

PRIMARY

DELIVERY POINT

AFFECTED

COMMODITY

REFERENCE PRICE

PRICING POINT

ADDITIONAL

RESTRICTIONS
1 [e.g.
2 Vol. Limit:____
3 Time Limit:]___
(etc.)

Unless otherwise agreed among Prepay LLC, Issuer and Project Participant, an Alternate Delivery Point shall utilize the same Commodity Reference Price as the Primary Delivery Point it replaces or otherwise affects. Project Participant is not required to agree or accept this designation (or any change to the Commodity Reference Price) if it is being submitted by Issuer pursuant to the Master Power Supply Agreement only.

AGREED AND

ACCEPTED BY PREPAY
LLC:
(if required) AGREED TO

AND ACCEPTED BY

PROJECT
PARTICIPANT:
(if required) AGREED TO

AND ACCEPTED BY
ISSUER:

By:

Name:

Title:

By:

Name:

Title:

By:

Name:

Title:

ATTACHMENT 7
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G-10

Attachment 4
Designation of Scheduling Entities Form
This designation is being delivered pursuant to that certain Master Power Supply Agreement (the “Master Power Supply Agreement”) dated as of [______], 2026 by and between Aron Energy Prepay 51 LLC (“Prepay LLC”) and Southern California Public Power Authority, a joint powers authority organized pursuant to the laws of the State of California (“Issuer”) and relates to the Clean Energy Purchase Contract (the “Clean Energy Purchase Contract”) dated as of [______], 2026 by and between Issuer and [____] (“Project Participant”). Capitalized terms not defined herein are defined in the Master Power Supply Agreement and Clean Energy Purchase Contract. [If delivered by Project Participant:

Receipt Scheduling Entity:

Delivery Point: ________________________

Effective Date(s) of Service of Receipt Scheduling Entity (full Months only):
________________, ______ to ________________, ______, if applicable

Notice Information for Receipt Scheduling Entity:

Name: ______________________________
Attention: ______________________________
Address: ______________________________
______________________________
Telephone: ______________________________
Fax: ______________________________]

[If delivered by Prepay LLC:

Delivery Scheduling Entity:

Delivery Point: ________________________

Effective Date(s) of Service of Delivery Scheduling Entity (full Months only):

________________, ______ to ________________, ______, if applicable

Notice Information for Delivery Scheduling Entity:

Name: ______________________________
Attention: ______________________________
ATTACHMENT 7
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G-11

Address: ______________________________
______________________________
Telephone: ______________________________
Fax: ______________________________]
Submitted by:
[Project Participant or Prepay LLC]

By: _____________________________
Name: _____________________________
Title: _____________________________
ATTACHMENT 7
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H-1

EXHIBIT H

PRICING AND OTHER TERMS

Administrative Fee: $[____]/MWh
Delivery Period: The period beginning on and including [______], 2026 and ending at the end of the Day before [_______]; provided that the Delivery Period shall end immediately upon the
termination of deliveries of Product under the Master Power Supply Agreement pursuant to Article XVII thereof or the early termination of the Clean Energy Purchase Contract pursuant to Article XVII h ereof.

Initial Reset Period: The period beginning at the beginning of the Day on [______] and ending at the end of the Day of [______], provided that the Initial Reset Period shall end immediately upon the termination of deliveries of Product under the Master Power Supply Agreement pursuant to Article XVII
thereof or the
early termination of the Clean Energy Purchase Contract pursuant to Article XVII h ereof.

Minimum Discount
Percentage:

An Available Discount Percentage as determined under the Re-Pricing Agreement of [___] % for each Reset Period after the Initial Reset Period.

Monthly Discount Percentage: For each Month of the Initial Reset Period, [___] %, and for each Month of any other Reset Period, the percentage
determined by the Calculation Agent pursuant to the Re - Pricing Agreement, exclusive of any Annual Refund.

ATTACHMENT 7
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I-1

EXHIBIT I

FORM OF REMEDIATION CERTIFICATE

[DATE]

Southern California Public Power Authority (“I
ssuer”)
Attention: Executive Director
1160 Nicole Court
Glendora, CA 91740
Email: [email protected]

Aron Energy Prepay 51 LLC
(“Prepay LLC”)
c/o J. Aron & Company LLC
[200 West Street
New York, NY 10282
Email: [email protected]]

Re: R
emediation Certificate for the Clean Energy Purchase Contract, dated [____], between [Participant] and Issuer (the “Clean Energy Purchase Contract”)

To the addressees:

The undersigned, duly authorized representative of [Participant], a [____] (“P urchaser”), hereby
certifies as follows in connection with the remediation of Disqualified Remarketing Proceeds (as defined below). Capitalized terms used herein shall have the meanings set fo rth in the Clean Energy
Purchase Contract.

1. R emarketing Request . Pursuant to Section 7.5 of the Clean Energy Purchase Contract , the Contract Quantities listed below have been remarketed in a Private Business Sale as defined in and pursuant to the remarketing provisions of the Prepaid Agreements (the proceeds of any such purchases, “Disqualified Remarketing Proceeds”).

Remarketing
Date(s)
Remarketed
Quantities
(MWh)
Remarketing
Price ($/MWh)
Disqualified
Remarketing
Proceeds ($)

2. Remarketing and Remediation. Purchaser hereby certifies as follows in connection with the remediation of the Disqualified Remarketing Proceeds described in Section 1 above:

ATTACHMENT 7
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SMRH:4916-4603-9144.4 I-2

a. Set forth as Attachment 1 hereto is a copy of one or more invoices or statements for the purchase of Product under [NOTE: Insert contract description] by Purchaser which Purchaser agrees to apply to the remediation of the Disqualified Remarketing Proceeds set forth in Section 1.

Remediation
Purchase
Date(s)
Remediation
Quantities
(MWh)
Remediation
Price ($/MWh)
Remediation
Dollar Amounts
($)

b. Purchaser represents and warrants that (i) all of such Product was used (A) for a “qualifying use” as defined in U.S. Treas. Reg. § 1.148- 1(e)(2)(iii), and (B) in a manner that will not result in any “private business use” within the meaning of Section 141 of the Internal Revenue Code of 1986, as amended, 26 U.S.C. §1 et seq, and (ii) none of such Product (A) is Priority Product or (B) has been or will be utilized to remediate any remarketing proceeds for Priority Products other than the Disqualified Remarketing Proceeds identified in Section 1.

[Signature Page Follows]

ATTACHMENT 7
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SMRH:4916-4603-9144.4 I-3

In witness whereof the undersigned has executed this Remediation Certificate on and as of the date first written above.

[PARTICIPANT]

By:

Name:

Title:

ATTACHMENT 7
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SM Draft 11 December 2025

CUSTODIAL AGREEMENT
This Custodial A greement (this “Agreement”) is made and entered into as of [______], 2026, by and among Southern California Public Power Authority, a joint powers authority organized pursuant to the laws of the State of California (“SCPPA”), J. Aron & Company LLC, a New York limited liability company (“J. Aron”), and [____], (the “Custodian” and together with SCPPA and J. Aron, the “Parties”).

RECITALS:

WHEREAS, in c onnection with the issuance by SCPPA of its [ Clean Energy Project Revenue Bonds, Series 2026], J. Aron and SCPPA are enter ing into Assignment Agreements described and to be described in Exhibit A (the “Assignment Agreements”, which definition shall include any new Assignment Agreement identified by J. Aron’s delivery of an updated Exhibit A consistent with Section 3(b) ) with the sellers described and to be described in Exhibit A (each, individually, a “ PPA Seller” and collectively the “PPA Sellers ”, which definitions shall include any new PPA Seller identified by J. Aron’s delivery of an updated Exhibit A consistent with Section 3(b)) under power purchase agreements described as Assigned PPAs in Exhibit B (the “Issuer Assigned PPAs”, which definition shall include any new Assigned PPA identified by J.

Aron’s delivery of an updated Exhibit A consistent with Section 3(b)) , pursuant to which SCPPA partially assigns its rights and obligations under Issuer Assigned PPAs to J. Aron; and WHEREAS, th e Parties propose to enter into this Agreement in order to administer payments to be received by the PPA Sellers under the Issuer Assigned PPAs.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the P arties hereto agree as follows:

Section 1. Def ined Terms; Interpretation.
(a) Any capitalized term used herein and not otherwise defined herein (including in the recitals) shall have the meaning assigned to such term in the Master Power Supply Agreement (as defined below) . The following additional terms, when used in this Agreement (including the preamble or recitals to this Agreement) and identified by the capitalization of the first letter thereof, have the respective meanings set forth below, unless the context otherwise requires:
“Assigned Product Price ” i
s the price payable by J. Aron under an Assignment
Agreement and shall be set forth in Exhibit A, as may be updated from time to time consistent with the terms hereof.
“Clean Energy Purchase Contracts ” means those certain Clean Energy Purchase Contracts, dated as of [________], 2026, each by and between SCPPA and a Project Participants, as amended from time to time in accordance with their terms. “Electricity Sale and Service Agreement” mean s t hat certain Electricity Purchase, Sale and Service Agreement, dated as of [________], 2026, by and between Prepay LLC and J.

Aron, as amended from time to time in accordance with its terms.

ATTACHMENT 8
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2 “Issuer Assigned PPA Payments Account” has the meaning stated in Section 4(a). “J. Aron Fixed Payment” means, in respect of each Issuer Assigned PPA and each Month in the Assignment Period specified in the Assignment Agreement therefor, the amount set forth for such Issuer Assigned PPA and Month on Exhibit B hereto. Notwithstanding the foregoing, there shall be no J. Aron Fixed Payment for an Assignment Agreement that provides for payment by J. Aron to the relevant PPA Seller of a floating price for Assigned Products delivered during the Assignment Period.
“J. Aron Prepay Payment ”
means, in respect of each Monthly PPA Invoice, an
amount determined by SCPPA as (a) with respect to any Issuer Assigned PPA that has a J. Aron Fixed Payment, the J. Aron Fixed Payment for the relevant Month and Issuer Assigned PPA and (b) with respect to any Issuer Assigned PPA that does not have a J. Aron Fixed Payment, the Assigned Prepay Quantity for the relevant Issuer Assigned PPA for the relevant Month multiplied by the Assigned Product Price; provided that the J. Aron Prepay Payment shall be reduced by (i) the face amount of any Receivables (as defined in the Electricity Sale and Service Agreement) delivered by J. Aron to the Custodian pursuant to Section 4(f) a nd (ii) any Remarketing Fee
Amount relating to the Assigned Prepay Quantity remarketed for the relevant Issuer Assigned PPA; provided further that the J. Aron Prepay Payment will be determined without regard to any PPA Seller Payment Obligation.
“J. Aron Resettlement Amount” means, in respect of any Monthly PPA Invoice that reflects that a quantity of Product less than the Assigned Prepay Quantity was delivered in such Month under the relevant Issuer Assigned PPA, an amount equal to (i) the product of (x) the portion of such Assigned Prepay Quantity actually delivered thereunder multiplied by (y) the result of the APC Contract Price for such Issuer Assigned PPA minus (ii) any Remarketing Fee Amount relating to the Assigned Prepay Quantity remarketed for the relevant Issuer Assigned PPA. “Issuer Assigned PPA” has the meaning specified in the Clean Energy Purchase Contracts.
“Master Power Supply Agreement ” m eans that certain Master Power Supply Agreement, dated as of [________], 2026, by and between Prepay LLC and SCPPA. “Monthly PPA Payment” means, in respect of any Monthly PPA Invoice, an amount determined by SCPPA as the total amount to be withdrawn from the Issuer Assigned PPA Payments Account by the Custodian and paid to the relevant PPA Seller in respect of such Monthly PPA Invoice, which shall equal the total net amount due to such PPA Seller in respect of such Monthly PPA Invoice and shall consist of the following components:
(a) T
he J. Aron Prepay Payment in respect of such Monthly PPA Invoice, which shall be deemed to be paid to such PPA Seller on behalf of J. Aron in respect of Assigned Products for which such Monthly PPA Invoice is issued; and (b) the SCPPA Net Payment, if any, in respect of such Monthly PPA Invoice. “Monthly PPA Invoice” has the meaning specified in Section 3(a).

ATTACHMENT 8
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3 “P repay LLC ” means Aron Energy Prepay 51 LLC, a Delaware limited liability company.
“PPA Seller Payment O bligation” means, in respect of any Monthly PPA Invoice, an amount determined by SCPPA as the total amount owed by the relevant PPA Seller as reflected in such Monthly PPA Invoice, including any amounts that have been netted or set -off against amounts owed to such PPA Seller; provided, for clarity, that the PPA Seller Payment Obligation in respect of any Monthly PPA Invoice shall be deemed to be paid to SCPPA and credited against the SCPPA Gross Payment in respect of such Monthly PPA Invoice , thereby resulting in the SCPPA Net Payment in respect of such Monthly PPA Invoice required to be deposited by SCPPA hereunder.
“PPA Shortfall Lookback Summary” means, in respect of any Monthly PPA Invoice, a list that sets forth the following:
(i) in w hich Months, if any, the relevant PPA Seller delivered less than the Assigned Prepay Quantity in the preceding 12 Months (any such Month, a “ Lookback Shortfall Month”) under the applicable Issuer Assigned PPA and whether such under - deliveries were a result of Force Majeure (as defined in the relevant Issuer Assigned PPA); (ii) the percentage of the Assigned Prepay Quantit y unde r the applicable Issuer Assigned PPA actually delivered for each such Lookback Shortfall Month; and (iii) an indication of whether an increased Remarketing Fee (as defined in the Master Power Supply Agreement) is in effect with respect to the relevant Issuer Assigned PPA consistent with the terms of Exhibits C and F of the Master Power Supply Agreement.
“R emarketing Fee Amount ” means, in respect of any Assigned Prepay Quantity remarketed in any Month under the remarketing provisions of the relevant Master Power Supply Agreement, an amount equal to the product of (a) the Assigned Prepay Quantity so remarketed in such Month, multiplied by (b) any Remarketing Fee applicable under relevant Master Power Supply Agreement.
“SCPPA G
ross Payment” means, in respect of any Monthly PPA Invoice, an amount determined by SCPPA as the positive result, if any, of (a) all amounts owed to the relevant PPA Seller in respect of such Monthly PPA Invoice (determined without regard to any offsetting PPA Seller Payment Obligation), less (b) the J. Aron Prepay Payment in respect of such Monthly PPA Invoice; provided, for clarity, that the SCPPA Gross Payment in respect of any Monthly PPA Invoice (i) shall be deemed to be paid to the related PPA Seller on behalf of J. Aron to the extent it relates to any Assigned PAYGO Products, and (ii) otherwise shall be deemed to be paid to the relevant PPA Seller on behalf of SCPPA.
“SCPPA Net Payment”
means, in respect of any Monthly PPA Invoice, an amount determined by SCPPA as the positive result, if any, of (a) the SCPPA Gross Payment in respect of such Monthly PPA Invoice less (b) the PPA Seller Payment Obligation in respect of such Monthly PPA Invoice. The SCPPA Net Payment shall satisfy any obligations under an Issuer Assigned ATTACHMENT 8
A8-3
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4 PPA with respect to (i) any Assigned PAYGO Products and (ii) any residual obligations of SCPPA thereunder.
(b) Except where expressly provided otherwise, any reference herein to any agreement or document includes all amendments, supplements or restatements to and of such agreement or document as may occur from time to time in accordance with its terms and the terms hereof, and any reference to a party to any such agreement includes all successors and assigns of such party thereunder permitted by the terms hereof and thereof.

Section 2. A
ppointment of Custodian. SCPPA and J. Aron hereby appoint [______________] as Custodian under this Agreement, with such rights and obligations as are specifically set forth herein. The Custodian hereby accepts such appointment under the terms and conditions set forth herein.

Section 3. Pa
yment Instructions to Custodian; Issuer Assigned PPA Exhibits. (a) Monthly Statements . No later than five Business Days following receipt of an invoice from a PPA Seller in respect of an issuer Assigned PPA and any Month in the Assignment Period therefore (a “Monthly PPA Invoice ”), SCPPA shall deliver a statement (the “Monthly Statement”) showing each of the following in respect of such Monthly PPA Invoice (based on information provided by the relevant PPA Seller in the Monthly PPA Invoice) to each of the Parties hereto:
(i) t he J. Aron Fixed Payment;
(ii) the J. Aron Prepay Payment;
(iii) the J. Aron Resettlement Amount;
(iv) the SCPPA Gross Payment;
(v) the PPA Seller Payment Obligation;
(vi) the SCPPA Net Payment;
(vii) the Monthly PPA Payment;
(viii) the “Monthly PPA Invoice Payment Date”, which shall be the last Business Day on which payment on such Monthly PPA Invoice may be made before any incremental interest arises thereon or any default or breach arises unde r the relevant Issuer Assigned PPA;
(ix) the “Custodial Agreement Payment Date, ” which shall be one Business Day preceding such Monthly PPA Invoice Payment Date; and
(x) t he PPA Shortfall Lookback Summary;
ATTACHMENT 8
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5 provided that SCPPA shall deliver an updated Monthly Statement in respect of such Monthly PPA Invoice within seven days following agreement by SCPPA and the applicable PPA Seller to an adjustment to such Monthly PPA Invoice to the extent that such adjustment is agreed upon prior to the date that is 10 days prior to such Monthly PPA Invoice Date; provided furthermore that the Parties acknowledge and agree that any adjustments agreed upon with respect to a Monthly PPA Invoice after the date specified in the foregoing provision shall be resolved solely between SCPPA and the relevant PPA Seller as provided in the Assignment Agreements. (b) M onthly Statement Verification . J. Aron shall notify SCPPA and the Custodian promptly, but in no event more than three (3) Business Days, following SCPPA ’s delivery of a Monthly Statement if J. Aron believes any information included on such Monthly Statement is incorrect. Following receipt and verification of the information included in any such notice from J. Aron, SCPPA shall, to the extent appropriate and in consultation with J. Aron, issue a corrected Monthly Statement to all Parties. Each Party hereto acknowledges and agrees that ( i) SCPPA is calculating the Monthly Statements only for convenience of the Parties , (ii) the purpose of this Agreement is solely to determine amounts to be paid by SCPPA and J. Aron under separate contracts, and (iii) none of SCPPA , J. Aron nor any other Party hereto will have any liability whatsoever with respect to any action taken or omitted by it under this Agreement (but without prejudice to an express payment obligation arising under another contract), including as a result of any failure by SCPPA to timely or properly calculate any amount to be included in a Monthly Statement. Without limiting the foregoing, J. Aron acknowledges that it will have an opportunity to review and comment on each calculation and date included in a Monthly Statement (and shall be aware if such Monthly Statement has not been timely delivered) , and SCPPA will not be responsible in any way for any damages, costs, liabilities, loss of use or any other claims related to an insufficient or late payment under an Issuer Assigned PPA as a result of any deficiencies in any Monthly Statement.
(c) Issuer Assigned PPA s
Exhibit. Promptly following the execution of the initial Assignment Agreements, J. Aron shall deliver Exhibit A to the other Parties hereto, which will set forth certain information regarding the Issuer Assigned PPAs as of the date hereof, including, for each Issuer Assigned PPA , the Assignment Period, the Assigned Product Price, the PPA Seller thereunder, the date thereof, and payment instructions for payments to the PPA Seller. Exhibit B to this Agreement sets forth the J. Aron Fixed Payments for the applicable Issuer Assigned PPAs.

J. Aron shall deliver an updated Exhibit A or Exhibit B, as applicable, to each of the other Parties hereto to reflect any changes to the information set forth therein. (d) Remediation of Remarketing Proceeds with SCPPA ’ s Purchases of Assigned PAYGO Products . The Parties acknowledge and agree that SCPPA ’s purchase of Assigned PAYGO Products shall be applied to the remediation of remarketing proceeds, if any, under the Master Power Supply Agreement in accordance with the terms thereof, provided that for the avoidance of doubt Assigned PAYGO Products may only be applied to remediate remarketing proceeds that arose either in or prior to the Month in which such Assigned PAYGO Products were purchased.
(e) Payments F
ollowing the End of an Assignment Period. SCPPA agrees that it shall be solely responsible for payment under an Issuer Assigned PPA for any Assigned Products delivered thereunder following the end of an Assignment Period, including without limitation any ATTACHMENT 8
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6 Assigned Products that are associated with Assigned Energy delivered during the relevant Assignment Period, but payable separately from such Assigned Energy and not delivered pursuant to the terms of the Issuer Assigned PPA until after the end of the Assignment Period. Additionally, SCPPA shall be solely responsible for payment for any Assigned Products that are associated with Assigned Energy delivered during the relevant Assignment Period, but payable separately from such Assigned Energy and not delivered pursuant to the terms of the Issuer Assigned PPA until after the end of the Assignment Period, and any such amounts will be payable by SCPPA directly to PPA Seller under any such Issuer Assigned PPA.

Section 4. I
ssuer Assigned PPA Payments Account.
(a) Payments. With respect to certain payments required to be made by J. Aron and SCPPA to the PPA Sellers under the Issuer Assigned PPA s, there is hereby established the custodial account detailed below , bearing the Custodian’s Account No. [____] (the “ Issuer Assigned PPA Payments Account”), and all payments and deposits made by J. Aron and SCPPA hereunder shall be wired to such Issuer Assigned PPA Payments Account:
[________]
AB
A: [________]
FBO: [________]
Acct: [________]
FFC: [________]

Address: [________]
[________]

(b) J
. Aron Payments. J. Aron shall pay the J. Aron Prepay Payment in respect of each Monthly PPA Invoice into the Issuer Assigned PPA Payments Account on or before the relevant Custodial Agreement Payment Date set forth in the related Monthly Statement. To the extent that (i) a J. Aron Resettlement Amount is due with respect to an Issuer Assigned PPA and (ii) J. Aron pays some portion of the J. Aron Prepay Payment for such Issuer Assigned PPA but less than the total amount of the J. Aron Prepay Payment due, J. Aron’s partial payment shall be applied first to the payment of the Monthly PPA Payment to the relevant PPA Seller. In addition, the Custodian agrees to promptly notify SCPPA if it does not receive the J. Aron Prepay Payment from J. Aron on or before any Custodial Agreement Payment Date , and in such case SCPPA may elect in its sole discretion to make the J. Aron Prepay Payment to the Custodian for the purpose of satisfying the Monthly PPA Payment.
(c) SCPPA
Deposits. SCPPA shall deposit the SCPPA Net Payment into the Issuer Assigned PPA Payments Account in respect of each Monthly PPA Invoice into the Issuer Assigned PPA Payments Account on the relevant Custodial Agreement Payment Date set forth in the related Monthly Statement.
(d) Application of Payments. The C ustodian shall withdraw and apply amounts received under this Section 4 as follows:
(i) any J. Aron Prepay Payment in respect of a Monthly PPA Invoice received from J. Aron (including any payment by SCPPA on J. Aron’s behalf pursuant to the last ATTACHMENT 8
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7 sentence of Section 4(b) ) and any SC PPA Net Payment in respect of a Monthly PPA Invoice received from SCPPA shall be applied first to the payment of the Monthly PPA Payment in respect of such Monthly PPA Invoice to the relevant PPA Seller on the relevant Monthly PPA Invoice Payment Date pursuant to the payment instructions set forth on Exhibit A; provided that if amounts on deposit in the Issuer Assigned PPA Payment Account are insufficient to pay the entire Monthly PPA Payment in respect of any Monthly PPA Invoice on such date, the Custodian shall (i) withdraw and pay to such PPA Seller the entire remaining balance of the Issuer Assigned PPA Payment Account (provided that, to the extent that more than one Monthly PPA Invoice is due on such date, the Custodian shall make payment of the available amounts on a pro-rated basis to the payment of the relevant Monthly PPA Invoices on a percentage basis with payment to each relevant PPA Seller of (x) a percentage of the available funds based on (y) the percentage of each relevant Monthly PPA Payment of the aggregate amount of the Monthly PPA Payments due on such date ), and (ii) notify such PPA Seller of the amounts received for such Month from each of J.

Aron and SCPPA consistent with such PPA Seller’s contact information provided in Exhibit A ; provided furthermore that, if the J. Aron Prepay Payment in respect of any Monthly PPA Invoice exceeds the Monthly PPA Payment in respect of such Monthly PPA Invoice, then the excess of such J. Aron Prepay Payment over such Monthly PPA Payment shall be remitted to SCPPA on the relevant Monthly PPA Invoice Payment Date pursuant to SCPPA’s payment instructions set forth on Exhibit C; and (ii) following the application of payments pursuant to Section 4(d)(i) , any J.

Aron Resettlement Amount in respect of a Monthly PPA Invoice received from J. Aron shall be remitted to SCPPA on the relevant Monthly PPA Invoice Payment Date pursuant to SCPPA’s payment instructions set forth on Exhibit C. (e) Amounts Held in Trust. Amounts deposited in the Issuer Assigned PPA Payments Account shall be held in trust for the benefit of SCPPA until applied as set forth in Section 4(d) and Section 12, as applicable, and there is hereby granted to SCPPA a lien on and security interest in the Issuer Assigned PPA Payments Account pending such application. The Custodian shall not be required to comply with any orders, demands, or other instructions from SCPPA with respect to the Issuer Assigned PPA Payments Account, including, without limitation, items presented for payment, or any order or instruction directing the disposition of funds or other assets held in or credited to the Issuer Assigned PPA Payments Account , and SCPPA agrees that prior to the termination of this Agreement in accordance with the terms hereof, it shall have no right to direct the disposition of funds or other assets held in or credited to the Issuer Assigned PPA Payments Account other than by issuing Monthly Statements, or to withdraw or otherwise obtain funds or other assets held in or credited to the Issuer Assigned PPA Payments Account, whether by order or instruction to the Custodian or otherwise.
(f) Transfer o
f Receivables. With respect to each Monthly Statement, to the extent J.

Aron has purchased Receivables (as defined in the Electricity Sale and Service Agreement ) for amounts owed by a Project Participant for the Month to which such Monthly Statement relates, J.

Aron may, at its option and subject to the terms of the relevant Assignment Agreement (including the terms thereof that limit the transfer of Receivables by J. Aron to a PPA Seller to the portion of any Receivables that relate to Assigned Products delivered under the applicable Assignment Agreement), (i) notify the Custodian that it intends to transfer all or any portion of such ATTACHMENT 8
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8 Receivables to the applicable PPA Seller, and (ii) reduce the J. Aron Prepay Payment(s) in respect of the Monthly PPA Invoice from such PPA Seller by the face amount of such Receivables to be transferred. To the extent J. Aron has notified the Custodian of its intent to transfer any such Receivables to a PPA Seller, J. Aron shall cause such Receivables to be transferred to such PPA Seller not later than the relevant Custodial Agreement Payment Date.

Section 5. C ustodian; Fees.
(a) Limitation on Liability . The Custodian shall have ( i) no liability under any agreement other than this Agreement and ( ii) no duty to inquire as to the provisions of any agreement other than this Agreement and the Issuer Assigned PPAs. The Custodian may rely upon and shall not be liable for acting or refraining from acting upon any written notice, document, instruction or request furnished to it hereunder in accordance with the terms hereof and believed by it to be genuine and to have been signed or presented by the proper Party or Parties. The Custodian shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document, notice, instruction or request. The Custodian shall have no duty to solicit or compel any payments which may be due to it, or to take any action to compel J. Aron or SCPPA to make the deposits required under Section 4 . The Custodian shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that the Custodian’s gross negligence or willful misconduct was the primary cause of any loss to any other Party hereto. In connection with the execution of any of its powers or the performance of any of its duties hereunder, the Custodian may consult with counsel, accountants and other skilled persons selected and retained by it. The Custodian shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons, provided the Custodian exercised due care and good faith in the selection of such person. Any permissive right or power granted to the Custodian to take actions enumerated under this Agreement shall not be construed as a duty to act. In the event that the Custodian shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any Party hereto which, in its opinion, conflict with any of the provisions of this Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other Parties hereto or by a final order or judgment of a court of competent jurisdiction. The Custodian may interplead all of the assets held hereunder into a court of competent jurisdiction or may seek a declaratory judgment with respect to certain circumstances, and thereafter be fully relieved from any and all liability or obligation with respect to such interpleaded assets or any action or non -action based on such declaratory judgment. Anything in this Agreement to the contrary notwithstanding, in no event shall the Custodian be liable for special, indirect, incidental or consequential or punitive damages, losses or penalties of any kind whatsoever (including but not limited to lost profits), regardless of the form of action . The Custodian may engage and act through agents and attorneys and shall not be liable for the misconduct or negligence of any such agent or attorney appointed with due care. Nothing herein shall obligate or be construed to obligate the Custodian to advance its own funds, or to expend or risk its own funds. The Custodian shall be responsible only for funds actually received by it for deposit into the Issuer Assigned PPA Payments Account, and the Custodian shall not be obliged to advance or risk its own funds to make any payments required hereunder. The Custodian shall have only those duties expressly set forth in this Agreement and no implied duties shall be read into this Agreement against the Custodian.

The Parties hereto acknowledge and agree that the Custodian is not a fiduciary by virtue of ATTACHMENT 8
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9 accepting and carrying out its obligations under this Agreement and has not accepted any fiduciary duties, responsibilities or liabilities with respect to its services hereunder. The Custodian shall not be responsible for the perfection of any security interest granted hereunder. (b) C ustodian Fee. SCPPA agrees to (i) pay the Custodian reasonable compensation for the services to be rendered hereunder, which compensation shall be $[_______] for each year that this Agreement is in effect, and (ii) pay or reimburse the Custodian upon request for all expenses, disbursements and advances, including reasonable attorneys ’ fees and expenses, incurred or made by it in connection with the preparation, execution, performance, delivery, modification and termination of this Agreement . The parties hereto acknowledge that this provision shall survive the resignation or removal of the Custodian or the termination of this Agreement.

Section 6. Su
ccession. The Custodian may resign and be discharged from its duties or obligations hereunder by giving not less than 45 days’ advance notice in writing of such resignation to the other Parties hereto specifying a date when such resignation shall take effect; and such resignation shall take effect upon the day specified in such notice unless a successor shall not have been appointed by the other Parties hereto on such date, in which event such resignation shall not take effect until a successor is appointed. The other Parties hereto shall use their commercially reasonable effo rts to make such appointment in a timely fashion, provided that any custodian appointed in succession to the Custodian shall be a bank or trust company organized under the laws of any state or a national banking association and shall have capital stock, surplus and undivided earnings aggregating at least $50,000,000 and shall be a bank with trust powers or trust company willing and able to accept the office on reasonable and customary terms and authorized by law to perform all the duties imposed upon it by this Agreement. Any corporation or association into which the Custodian may be merged or converted or with which it may be consolidated, or any corporation or association to which all or substantially all of the Custodian’s corporate trust line of business may be transferred, shall be the Custodian under this Agreement without further act. Notwithstanding the foregoing, if no appointment of a successor Custodian shall be made pursuant to the foregoing provisions of this Section 6 within 45 da ys after the Custodian has given
written notice to the other Parties of its resignation as provided in this Section 6, the Custodian shall be entitled to apply to any court of competent jurisdiction to appoint a successor Custodian.

Said court may thereupon, after such notice, if any, as such court may deem proper, appoint a successor Custodian. Any corporation or association into which the Custodian may be merged or converted or with which it may be consolidated, or any corporation or association to which all or substantially all of the Custodian’s corporate trust line of business may be transferred, shall be the Custodian under this Agreement without further act.

Section 7. Rei
mbursement. J. Aron and SCPPA agree, jointly and severally (subject to the second proviso of this Section 7 ), to reimburse the Custodian and its directors, officers, agents and employees for any and all loss, liability or expense (including the fees and expenses of in-house or outside counsel and experts and their staffs and all expense of document location, duplication and shipment) arising out of or in connection with (a) the Custodian’s execution and performance of this Agreement, except to the extent that such loss, liability or expense is finally adjudicated to have been caused primarily by the negligence of the Custodian or such director, officer, agent or employee seeking reimbursement, or (b) its following any instructions or other directions from J. Aron or SCPPA, except to the extent that its following any such instruction or ATTACHMENT 8
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10 direction is expressly forbidden by the terms hereof; provided, however, that any amounts due under this Section 7 (x ) shall not duplicate any other amounts due under this Agreement, including without limitation amounts due under Section 13 h ereof and (y) as between J. Aron and SCPPA (but without affecting the joint and several nature of the obligation to the Custodian), shall be paid equally by each of J. Aron and SCPPA (i.e., 50% by J. Aron and 50% by SCPPA ), subject to the second proviso of this Section 7; provided further, however, that, notwithstanding the joint and several nature of the obligations under this Section 7 , any amounts due under clause (b) of this sentence resulting from instructions or directions that are not expressly provided for in this Agreement and are given to the Custodian by only one Party shall be the sole obligation of such Party. The Parties hereto acknowledge that this provision shall survive the resignation or removal of the Custodian or the termination of this Agreement.

Section 8. Tax
payer Identification Numbers; Tax Matters . J. Aron and SCPPA represent that their correct taxpayer identification numbers assigned by the Internal Revenue Service or any other taxing authority is set forth on the signature page hereof. Any tax returns or reports required to be prepared and filed in connection with the Issuer Assigned PPA Payments Account will be prepared and filed by SCPPA, and the Custodian shall have no responsibility for the preparation and/or filing of any tax return with respect to any income earned on the Issuer Assigned PPA Payments Account. In addition, any tax or other payments required to be made pursuant to such tax return or filing shall be paid by SCPPA . The Custodian shall have no responsibility for making such payment unless directed to do so in writing by the appropriate authorized Party and fully indemnified to the Custodian’s satisfaction.

Section 9. No
tices. Any notice, demand, statement or request required or authorized by this Agreement to be given by one Party to another Party shall be in writing and shall be sent by courier, or personal delivery (including overnight delivery service) to each of the notice recipients and addresses specified in Exhibit C for the receiving Party. Any such notice, demand, or request shall be deemed to be given when actually received if delivered by courier or personal delivery (including overnight delivery service). Each Party shall have the right, upon 10 days’ prior written notice to the other Party, to change its list of notice recipients and addresses in Exhibit C. The Parties may mutually agree in writing at any time to deliver notices, demands or requests through alternate or additional methods, such as electronic mail; provided furthermore that the Parties acknowledge and agree that Monthly Statements and any communications under this Agreement relating thereto may be delivered via email to the email addresses specified for each Party in Exhibit C.

Section 10. Miscellaneous.
(a) Amendments. The provisions of this Agreement may be waived, altered, amended or supplemented, in whole or in part, only by a writing signed by all of the Parties hereto. (b) Assignments. Neither this Agreement nor any right or interest hereunder may be assigned in whole or in part by any Party, except as provided in Section 5, without the prior w ritten consent of the other Parties.
(c) Governing Law. This Agreement a nd the rights and duties of the Parties hereunder shall be governed by and construed, enforced, and performed in accordance with the laws of the ATTACHMENT 8
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11 State of New York , without regard to any conflicts of law principle that would direct the application of the laws another jurisdiction ; provided, however, that the authority of SCPPA to enter into and perform its obligations under this Agreement shall be determined in accordance with the laws of the State of California.
(d) J urisdiction . Each Party hereto irrevocably waives any objection on the grounds of venue, forum non- conveniens or any similar grounds and irrevocably consents to service of process by mail or in any other manner permitted by applicable law and consents to the exclusive jurisdiction of (A) the courts of the State of New York located in the Borough of Manhattan, or of the United States District Court located in the Borough of Manhattan. T he Parties further hereby waive any right to a trial by jury with respect to any lawsuit or judicial proceeding arising or relating to this Agreement.
(e) Force Majeure. No P
arty to this Agreement shall be liable to any other Party hereto for losses due to, or if it is unable to perform its obligations under the terms of this Agreement because of, acts of God, fire, war, terrorism, epidemic, pandemic, floods, strikes, electrical outages, equipment or transmission failure, or other causes reasonably beyond its control ; provided that a party affected by any such event shall exercise commercially reasonable efforts to resume performance as quickly as possible.
(f) Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. All signatures of the Parties to this Agreement may be transmitted by facsimile or by digital pdf transmission, and such facsimile or pdf will, for all purposes, be deemed to be the original signature of such Party whose signature it reproduces, and will be binding upon such Party.

The Parties agree that the electronic signature of a Party to this Agreement, including all acknowledgements, authorizations, directions, waivers and consents thereto (or any amendment or supplement thereto) shall be as valid as an original signature of such Party and shall be effective to bind such Party to this Agreement. The Parties agree that any electronically signed document (including this Agreement) shall be deemed (i) to be “ written” or “in writing,” (ii) to have been signed, and (iii) to constitute a record established and maintained in the ordinary course of business and an original written record when printed from electronic files. For purposes hereof, “electronic signature” means a manually signed original signature that is then transmitted by electronic means; “transmitted by electronic means” means sent in the form of a facsimile or sent via the Internet as a pdf (portable document format) or other replicating image attached to an e -mail message; and, “electronically signed document” means a document transmitted by electronic me ans and containing, or to which there is affixed, an electronic signature. Paper copies or “printouts”, if introduced as evidence in any judicial, arbitral, mediation or administrative proceeding, will be admissible as between the Parties to the same extent and under the same conditions as other original business records created and maintained in documentary form. Neither Party shall contest the admissibility of true and accurate copies of electronically signed documents on the basis of the best evidence rule or as not satisfying the business records exception to the hearsay rule. (g) No Obligation to Invest. The Custodian shall not be under any obligation to invest or pay interest on amounts held in the Issuer Assigned PPA Payments Account from time to time.

ATTACHMENT 8
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12 (h) A llocation of Payments. Nothing in this Agreement is intended to create any liabilities between SCPPA and J. Aron. This Agreement is intended solely to allocate payments that are actually made by J. Aron and SCPPA in respect of amounts owed for physically settled energy under the Issuer Assigned PPAs that is redelivered under the Electricity Sale and Service Agreement, the Master Power Supply Agreement and the Clean Energy Purchase Contracts.

Section 11. Com pliance with Court Orders. In the event that any amount held by the Custodian hereunder shall be attached, garnished or levied upon by any court order, or the delivery thereof shall be stayed or enjoined by an order of a court, or any order, judgment or decree shall be made or entered by any court affecting the property deposited under this Agreement , the Custodian is hereby expressly authorized, in its sole discretion, to obey and comply with all writs, orders or decrees so entered or issued, which it is advised by legal counsel of its own choosing are binding upon it, whether with or without jurisdiction, and in the event that the Custodian obeys or complies with any such writ, order or decree it shall not be liable to any of the Parties hereto or to any other person, firm or corporation, by reason of such compliance notwithstanding that such writ, order or decree may be subsequently reversed, modified, annulled, set aside or vacated.

Section 12. Te
rm; Winding Up. This Agreement will expire concurrently with the receipt of written notice from SCPPA , with a copy to the other Parties , that each Clean Energy Purchase Contract has terminated in accordance with its terms . Following the Custodian’s payment of any Monthly PPA Payments due in respect of the final month of commodity deliveries prior to such a termination, any remaining balance in the Issuer Assigned PPA Payments Account shall be paid to SCPPA.

Section 13. In demnification. J. Aron and SCPPA, jointly and severally, agree to protect, indemnify, defend and hold harmless, the Custodian, and affiliates, and each person who controls the Custodian (and each of their respective directors, officers, agents and employees) from and against all claims, damages, losses, liabilities, actions, suits, costs, judgments and expenses (including, without limitation, court costs and reasonable attorneys’ fees) arising from its acting as Custodian hereunder (including, for the avoidance of doubt, any costs, expenses and reasonable attorneys’ fees incurred in enforcing any payment obligation of an indemnifying Party), except for any claim, damage or loss resulting from the negligence of the Custodian; provided, however, that any amounts due under this Section 1 3 (x
) shall not duplicate any other amounts due under this
Agreement, including without limitation amounts due under Section 7 hereof, a nd (y) as between J. Aron and SCPPA (but without affecting the joint and several nature of the obligation to the Custodian) shall be paid equally by each of the J. Aron and SCPPA (i.e., 50% by J. Aron and 50% by SCPPA). The obligations of this Section 1 3 s hall survive any resignation or removal of the Custodian and the termination of this Agreement.

Section 14. Pa triot Act. J. Aron and SCPPA acknowledge that the Custodian is subject to federal laws, including the Customer Identification Program (“ CIP”) requirements under the USA PATRIOT Act and its implementing regulations, pursuant to which the Custodian must obtain, verify and record information that allows the Custodian to identify J. Aron and SCPPA .

Accordingly, prior to opening the Issuer Assigned PPA Payments Account described in Section 3 of this Agreement , the Custodian will ask J. Aron and SCPPA to provide certain information including but not limited to name, physical address, tax identification number and other information that will help the Custodian identify and verify J. Aron’s and SCPPA’s identities, such ATTACHMENT 8
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13 as organizational documents, certificate of good standing, license to do business, or other pertinent identifying information. J. Aron and SCPPA agree that the Custodian cannot open any account hereunder unless and until the Custodian verifies J. Aron’s and SCPPA’s identities in accordance with its CIP.

[Signature Pages Follow]
ATTACHMENT 8
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Signature Page to Issuer PPA Payment Custodial Agreement IN WITNE SS WHEREOF, the Parties hereto have caused this Agreement to be duly executed and delivered by their respective duly authorized officers as of the date first written above.

SOUTHERN CALIFORNIA PUBLIC

POWER AUTHORITY

By: ___________________________________
Name: _____________________________
Title: ______________________________
Taxpayer ID Number: _________________

J. ARON & COMPANY LLC

By: ___________________________________
Name: _____________________________
Title: ______________________________
Taxpayer ID Number: _________________

[CUSTODIAN]

By: ___________________________________
Name: _____________________________
Title: ______________________________

ATTACHMENT 8
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Exhibit A

EXHIBIT A

ASSIGNED PPAS
Issuer Assignment Agreements

1. Limited Assignment Agreement dated [____], by and among J. Aron, SCPPA and [PPA Seller]
Assigned PPA: [____]
Assigned Product Price:

Assignment Period:

PPA Seller:

PPA Seller Payment Instructions:

2. Limited Assignment Agreement dated [____], by and among J. Aron, SCPPA and [PPA Seller]
Assigned PPA: [____]
Assigned Product Price:

Assignment Period:

PPA Seller:

PPA Seller Payment Instructions:

ATTACHMENT 8
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Exhibit B

EXHIBIT B
J. ARON FIXED PAYMENTS
Month J. Aron Fixed Payment for
[PPA 1]
J. Aron Fixed Payment for
[PPA 2]
1/1/2026
2/1/2026
3/1/2026
4/1/2026
5/1/2026
6/1/2026
7/1/2026
8/1/2026
9/1/2026
10/1/2026
11/1/2026
12/1/2026
1/1/2026
2/1/2026
3/1/2026
4/1/2026
5/1/2026
6/1/2026
7/1/2026
8/1/2026
9/1/2026
10/1/2026
11/1/2026
12/1/2026

ATTACHMENT 8
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Exhibit C

EXHIBIT C

NOTICE INFORMATION

J. Aron:

J. Aron & Company LLC
200 West Street
New York, NY 10282
Email: [email protected]

SCPPA:
[______________]
[______________]
[______________]
Attention: [______________]
Email: [______________]

Custodian:
[______________]
[______________]
[______________]
Attention: [______________]
Email: [______________]

ATTACHMENT 8
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SM Draft 11 December 2025
LETTER AGREEMENT1
[_______], 2026
[PARTICIPANT]
[____]
[____]
R
e: Prepay Limited Assignment Agreements
L
adies and Gentlemen:

This L etter Agreement (this “ Letter Agreement”) confirms our mutual agreement with respect to the matters set forth below and relates to those certain Limited Assignment Agreements listed on Exhibit A under the heading titled “Purchaser Assignment Agreements” (the “Assignment Agreements”, which definition shall include any new Assignment Agreements identified by SCPPA’s delivery of an updated Exhibit A consistent with Section 2), w ith each of the PPA Sellers identified in Exhibit A (each, individually, a “PPA Seller” and collectively the “PPA Sellers”, and which definitions shall include any new PPA Seller identified by SCPPA’s delivery of an updated Exhibit A consistent with Section 2). A ny capitalized term used in this Letter Agreement and not otherwise defined herein shall have the meaning assign ed to such term in the Clean Energy Purchase Contract. In consideration of each Party’s execution of the Assignment Agreements, and the mutual covenants and agreements set forth herein, [Participant] (“Participant”) and Southern California Public Power Authority (“ SCPPA” and together with Participant, collectively the “Parties” and each a “Party”) agree as follows:

1. Assignment Early Termination . Each of the Parties agrees that it shall only exercise its right to deliver a written notice of termination of an Assignment Period under an Assignment Agreement consistent with the following:
(a) Any Party may deliver a notice of termination under an Assignment Agreement in the event (i) of the suspension of performance under or expiration or termination of the relevant PPA by either Participant or the applicable PPA Seller; (ii) of the termination or suspension of deliveries for any reason other than force majeure under (A) the Clean Energy Purchase Contract (the “Clean Energy Purchase Contract”), dated as of [_______], 2026 by and between SCPPA and Participant (including, for the avoidance of doubt, due to a “Remarketing Election” by Participant under the Clean Energy Purchase Contract or the reduction of the aggregate Base Quantity and Assigned Quantity under a Clean Energy Purchase Contract to zero pursuant to the terms thereof), (B) that certain Electricity Purchase, Sale and Service Agreement, dated as of [_______], 2026 by a
nd between J. Aron & Company LLC and Aron Energy Prepay 51 LLC (the “Electricity Sale and Service Agreement”), (C) that certain Master Power Supply Agreement, dated as of [_______], 2026, by and between SCPPA and Aron Energy Prepay 51 LLC or (D) an Issuer Assigned PPA PSA relating to the relevant Assigned PPA; (iii) that the California Renewable Portfolio Standard Portfolio Content Category designation of the renewable energy assigned under the Assignment 1 NTD: To streamline negotiations, we have created a generic form for review and comment by the working group. Once agreed upon, we will replicate this for each Project Participant.

ATTACHMENT 9
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2 Agreements is altered, reclassified, or invalidated as a direct or indirect result of the transaction contemplated by the Assignment Agreements or the Clean Energy Purchase Contract; (iv) that the relevant Assignment Agreement is subject to termination due to the bankruptcy or insolvency of the PPA Seller, however defined therein; or (v) that the corresponding Issuer Assignment Agreement (as listed in Exibbit A) is terminated;

(b) SCPPA shall deliver a notice of termination contemporaneous with any assignment by SCPPA of its interest in the Clean Energy Purchase Contrac t, provided that Participant in any event shall be entitled to deliver a notice of termination to the extent SCPPA fails to do so in connection with the assignment of SCPPA’s interest under the Clean Energy Purchase Contract; and

(c) Either Party may deliver a notice of termination of an Assignment Agreement to the extent that the Parties have mutually agreed upon an assignment of Replacement Assigned Rights and Obligations (as defined in the Clean Energy Purchase Contract) that will replace the Assigned Rights and Obligations under such Assignment Agreement immediately following the termination thereof; provided that such notice is conditioned on the execution and delivery of such Assignment Agreement.

For the avoidance of doubt, each of the Parties agrees that it shall not terminate an Assignment Agreement pursuant to the at will termination provision thereof except in the circumstances set forth immediately above. The at will termination provision referenced in the immediately preceding sentence (x) is set forth in [ Section 2(a)(1) ] of the form of Purchaser Assignment Agreement attached to the Clean Energy Purchase Contract and (y) shall refer to any such provision set forth in an Assignment Agreement entered into by the Parties consistent with the terms of the Clean Energy Purchase Contract and the Electricity Sale and Service Agreement.

2. E
xhibit A . Promptly following execution of the Assignment Agreements with respect to the Initial Assigned Rights and Obligations, SCPPA shall deliver an Exhibit A that lists such Assignment Agreements. SCPPA shall deliver an updated Exhibit A to this Agreement to reflect any changes to the information set forth therein in connection with the termination, expiration or replacement of an Assignment Agreement consistent with the terms of the Clean Energy Purchase Contract.

3. Representations, Warranties and Covenants.
(a) Participant agrees that it shall provide a true, complete, and correct copy to SCPPA and SCPPA’s assigns of any PPA to be assigned pursuant to an Assignment Agreement.

(b) Each Party represents to the other:

(i) Status. It is duly organized and validly existing under the laws of the jurisdiction of its organization or incorporation and, if relevant under such laws, in good standing.

(ii) Powers. It has the power to execute, deliver and perform its obligations under this Letter Agreement, the Assignment Agreement s and any other documentation to ATTACHMENT 9
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3 which it is a party relating to this Letter Agreement and any Assignment Agreement, and it has taken all necessary action to authorize such execution, delivery and performance.

(iii)No Violation or Conflict. Such execution, delivery and performance of this Letter Agreement and the Assignment Agreement s and the consummation of the transactions contemplated hereby and thereby , including the incurrence by such Party of its obligations under this Letter Agreement and the Assignment Agreements, will not result in any violation of or conflict with: (i) any term of any material contract or agreement applicable to it; (ii) any of its charter, bylaws, or other constitutional documents; (iii) any determination or award of any arbitrator applicable to it; or (iv) any license, permit, franchise, judgment, writ, injunction or regulation, decree, order, charter, law, ordinance, rule or regulation of any government agency, applicable to it or any of its assets or properties or to any obligations incurred by it or by which it or any of its assets or properties or obligations are bound or affected, and shall not cause a breach of, or default under, any such term or result in the creation of any lien upon any of its properties or assets.

(iv) Consents. All consents, approvals, orders or authorizations of; registrations, declarations, filings or giving of notice to; obtaining of any licenses or permits from; or taking of any other action with respect to, any Person or Government Agency, that are required to have been obtained or made by such Party with respect to this Letter Agreement and Assignment Agreement s and the transactions contemplated hereby and thereby, including the due authorization of such Party and its governing body and any approval or consent of any security holder of such Party or any holder (or any trustee for any holder) of any indebtedness or other obligation of such Party, have been obtained and are in full force and effect and all conditions of any such consents have been complied with.

(v) Obligations Binding. Its obligations under this Letter Agreement and the Assignment Agreement s constitute its legal, valid and binding obligations, enforceable in accordance with their respective terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)).

(vi) Non-Reliance. It is acting for its own account, and it has made its own independent decisions to enter into this Letter Agreement and the Assignment Agreements and as to whether this Letter Agreement and the Assignment Agreement s are appropriate or proper for it based upon its own judgment and upon advice from such advisers as it has deemed necessary. It is not relying on any communication (written or oral) of the other Parties as investment advice or as a recommendation to enter into this Letter Agreement or the Assignment Agreement s, it being understood that information and explanations related to the terms and conditions of ATTACHMENT 9
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4 this Letter Agreement and the Assignment Agreement s shall not be considered investment advice or a recommendation to enter into this Letter Agreement. It is entering into this Letter Agreement and the Assignment Agreements as a bona-fide, arm’s-length transaction involving the mutual exchange of consideration and, once executed by the applicable parties , considers this Letter Agreement and the Assignment Agreements to be legally enforceable contract s. No communication (written or oral) received from any of the other Parties shall be deemed to be an assurance or guarantee as to the expected results of this Letter Agreement or the Assignment Agreements.

(vii) Assessment and Understanding. It is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks of this Letter Agreement and the Assignment Agreements. It is also capable of assuming, and assumes, the risks of this Letter Agreement and the Assignment Agreements.

(viii) Status of Parties. Neither Party is acting as a fiduciary for or an adviser to the other in respect of this Letter Agreement or the Assignment Agreements.

4. Miscellaneous
(a) Governing Law. This Letter Agreement and the rights and duties of the P arties will be governed by and construed, enforced and performed in a ccordance with the laws of the State of California , without reference to any conflicts of laws provisions that would direct the application of another jurisdiction’s laws.

(b) Jurisdiction. Each Party submits to the exclusive jurisdiction of the courts of the State of California or of the United States of America, in either case located in Los Angeles County, California.

(c) Waiver of Right to Trial by Jury. Each Party waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any suit, action or proceeding relating to this Letter Agreement.

(d) Third Party Beneficiary. Any P arty that takes assignment of SCPPA’s rights pursuant to an Issuer Assignment Agreement (as defined in the Clean Energy Purchase Contract) shall be a third-party beneficiary of this Letter Agreement with right to enforce the terms hereof.

(e) Limited Obligation. Notwithstanding anything to the contrary herein, all obligations of SCPPA under this Letter Agreement, including without limitation all obligations to make payments of any kind whatsoever, are special, limited obligations of SCPPA, payable solely from the Trust Estate (as such term is defined in the Trust Indenture, dated as of [_______], 2026, between SCPPA and [_______], as trustee) as and to the extent provided in such Trust Indenture, including with respect to Operating Expenses (as such term is defined in such Trust Indenture).

SCPPA shall not be required to advance any moneys derived from any source other than the Revenues (as such term is defined in such Trust Indenture) and other assets pledged under such Trust Indenture for any of the purposes in this Letter Agreement. Neither the faith and credit of ATTACHMENT 9
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5 SCPPA nor the taxing power of the State of California or any political subdivision thereof is pledged to payments pursuant to this Letter Agreement. SCPPA shall not be directly, indirectly, contingently or otherwise liable for any costs, expenses, losses, damages, claims or actions, of any conceivable kind on any conceivable theory, under or by reasons of or in connection with this Letter Agreement, except solely to the extent Revenues (as such term is defined in such Trust Indenture) are received for the payment thereof and may be applied therefor pursuant to the terms of such Trust Indenture.

[Signature Pages to Follow]
ATTACHMENT 9
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Signature Page to Letter Agreement
Very truly yours,

SCPPA

SOUTHERN CALIFORNIA PUBLIC POWER

AUTHORITY

By:

Name:

Title:

ACKNOWLEDGED, ACCEPTED AND AGREED TO as of the date first set forth above:

PARTICIPANT

[PARTICIPANT]

By:

Name:

Title:

ATTACHMENT 9
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Exhibit A

ASSIGNMENT AGREEMENTS

Purchaser Assignment Agreements Issuer Assignment Agreements

1. Limited Assignment Agreement dated
[____], by and among Purchaser, the Issuer
and [PPA Seller]
Assigned PPA: [____]
Assigned Product Price:

Assignment Period:

PPA Seller:

PPA Seller Payment Instructions:

1. Limited Assignment Agreement dated
[____], by and among J. Aron, the Issuer
and [PPA Seller]

2. Limited Assignment Agreement dated
[____], by and among Purchaser, the Issuer
and [PPA Seller]
Assigned PPA: [____]
Assigned Product Price:

Assignment Period:

PPA Seller:

PPA Seller Payment Instructions:

2. Limited Assignment Agreement dated
[____], by and among J. Aron, the Issuer
and [PPA Seller]

ATTACHMENT 9
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Draft of 11/26/25
300506100.2 1001329456
S

CPPA CLEAN ENERGY PROJECT

JOINT PROJECT AGREEMENT

BY AND AMONG

SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY,

CITY OF BURBANK,

CITY OF COLTON,

CITY OF PASADENA
AND

CITY OF VERNON
Dated as of ___________, 2026
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TABLE OF CONTENTS

i
300506100.2
PARTIES ....................................................................................................................................... 1

1. AGREEMENT ................................................................................................................... 2

2. DEFINITIONS ................................................................................................................... 2

3. ESTABLISHMENT AND AUTHORIZATION OF PROJECT PARTICIPANTS’ JOINT PROJECT COMMITTEE ...................................................................................... 5

4. RESPONSIBILITIES OF PROJECT PARTICIPANTS’ JOINT PROJECT COMMITTEE .................................................................................................................... 8

5. PROJECT PARTICIPANTS JOINT ACTION ............................................................... 10

6. RESPONSIBILITIES OF SCPPA; PAYMENT OF COSTS .......................................... 10

7. LIABILITY ...................................................................................................................... 13

8. RELATIONSHIP OF THE PARTIES ............................................................................. 14

9. INDEMNITY AND RELATED MATTERS .................................................................. 15

10. DISPUTES ....................................................................................................................... 16

11. GOVERNING LAW ........................................................................................................ 17

12. REPRESENTATION AND NOTICES ........................................................................... 18

13. SEVERABILITY. ............................................................................................................ 19

14. AMENDMENTS ............................................................................................................. 19

Appendix A-- Joint Committee Vote Percentages

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SCPPA CLEAN ENERGY PROJECT

JOINT PROJECT AGREEMENT

PARTIES

This SCPPA Clean Energy Project Joint Project Agreement (this “ Agreement”), dated as of the ____ day of _________, 2026, by and among the SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY, a joint powers agency and a public entity organized under the laws of the State of California (“SCPPA”), the CITY OF BURBANK, a municipal corporation organized and existing under the laws of the State of California (“Burbank”), the CITY OF COLTON, a municipal corporation organized and existing under the laws of the State of California (“Colton”), the CITY OF PASADENA, a municipal corporation organized and existing under the laws of the State of California (“Pasadena”), and the CITY OF VERNON, a municipal corporation organized and existing under the laws of the State of California (“Vernon”). SCPPA, BURBANK, COLTON, PASADENA and VERNON are each sometimes referred to as a “Party, ” and collectively as “Parties.”

RECITALS

SCPPA’s Board of Directors has adopted its Resoluti on No. 2026-____, establishing the Clean Energy Project (the “Project”) with Burbank, Colton, Pasadena and Vernon as participants (each, a “Project Participant” and collectively, the “Project Participants”).

The Project contemplates, among other things, SCPPA’s issuance of its $_______________ Southern California Public Power Authority Clean Energy Project Revenue Bonds, Series 2026A (the “Bonds”), to finance the prepayment of a 30- year supply of renewable energy to be sold to the Project Participants.

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In connection with the Project and the issuance of the Bonds, SCPPA has entered into a Clean Energy Purchase Contract with each of the Project Participants, providing for the sale to each Project Participant of a specified portion of the renewable energy p repaid with proceeds of the Bonds.

In order to provide for joint governance of the Project and the appropriate allocation of costs and refunds among the Project Participants, the Parties desire to enter into this Agreement.

1. AGREEMENT
For and in consideration of the premises and the mutual covenants and agreements hereinafter set forth and other good and valuable consideration, it is agreed by and among the Parties as hereinafter set forth. This Agreement shall take effect on the date when each Clean Energy Purchase Contract has been executed and delivered by SCPPA and the Project Participant party thereto.

2. DEFINITIONS
The following defined terms shall have the meanings set forth below. “Aggregate Assigned Energy” means the total amount of Assigned Energy at any time under all of the Clean Energy Purchase Contracts.
“Assigned Energy” shall have the meaning set forth in each Clean Energy Purchase Contract.
“Bond Indenture” means the Trust Indenture, dated as of ___________, 2026, between SCPPA and the Trustee.
“Bonds” shall have the meaning set forth in the Recitals.

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“Burbank Clean Energy Purchase Contract” means the Clean Energy Purchase Contract, dated as of _________, 2026, between SCPPA and Burbank. “Burbank PPA Custodial Agreement” means the Custodial Agreement, dated as of ___________, 2026, among Burbank, J. Aron and the PPA Custodian. “Clean Energy Purchase Contracts” means, collectively, the Burbank Clean Energy Purchase Contract, the Colton Clean Energy Purchase Contract, the Pasadena Clean Energy Purchase Contract and the Vernon Clean Energy Purchase Contract. “Colton Clean Energy Purchase Contract” means the Clean Energy Purchase Contract, dated as of _________, 2026, between SCPPA and Colton.
“Electricity Sale and Service Agreement” means the Electricity Purchase, Sale and Service Agreement, dated as of __________,2026, between J. Aron and Prepay LLC. “Issuer PPA Custodial Agreement” means the Custodial Agreement, dated as of __________, 2026, among SCPPA, J. Aron and the PPA Custodian. “J. Aron” means J. Aron and Company LLC.
“Master Power Supply Agreement” means the Master Power Supply Agreement, dated as of ___________, 2026, between Prepay LLC and SCPPA.
“Pasadena Clean Energy Purchase Contract” means the Clean Energy Purchase Contract, dated as of ___________, 2026, between SCPPA and Pasadena. “Pasadena PPA Custodial Agreement” means the Custodial Agreement, dated as of ___________, 2026, among Pasadena, J. Aron and the PPA Custodian.

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“Percentage of Aggregate Assigned Energy” means the percentage for any Project Participant set forth in Appendix A hereto (as such Appendix A may be revised from time to time by SCPPA to reflect the Project Participants’ relative interests in Aggregate Assigned Energy pursuant to Section 3.3 hereof).
“PPA Custodial Agreements” means, collectively, the Issuer PPA Custodial Agreement and the Purchaser PPA Custodial Agreements.
“PPA Custodian” means __________________________, and any successor as custodian under the PPA Custodial Agreements.
“Prepay Documents” means, collectively, the Clean Energy Purchase Contracts, the Electricity Sale and Service Agreement, the Master Power Supply Agreement and the PPA Custodial Agreements, and each agreement referenced in any of the foregoing that relates to the Project.
“Prepay LLC” means Aron Energy Prepay 51 LLC.
“Project” shall have the meaning set forth in the Recitals. “Project Participants” shall have the meaning set forth in the Recitals. “Purchaser PPA Custodial Agreements” means, collectively, the Burbank PPA Custodial Agreement and the Pasadena PPA Custodial Agreement.
“SCPPA Director” means the individual designated by SCPPA to serve as a director on the governing board of Prepay LLC pursuant to its operating agreement.

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“Trustee” means ____________________, and any successor as trustee under the Bond Indenture.
“Vernon Clean Energy Purchase Contract” means the Clean Energy Purchase Contract, dated as of ____________, 2026, between SCPPA and Vernon.

The meaning of capitalized terms in this Agreement not otherwise defined in context shall be as defined in each Clean Energy Purchase Contract , which are incorporated herein by this reference.

3. ESTABLISHMENT AND AUTHORIZATION OF PROJECT
PARTICIPANTS’ JOINT PROJECT COMMITTEE

3.1 The Project Participants’ Joint Project Committee is hereby established and authorized to act on behalf of each of the Project Participants for the purposes of (a) providing coordination among the Project Participants in carrying out certain collective actions as set forth in this Section 3, and (b) providing the manner and means for achieving agreement among the Project Participants with respect to such collective actions.

3.2 The Project Participants ’ Joint Project Committee shall consist of representatives (each a “Joint Committee Representative”) as follows: (a) a Joint Committee Representative from Burbank, (b) a Joint Committee Representative from Colton, (c) a Joint Committee Representative from Pasadena, (d) a Joint Committee Representative from Vernon, and (g) a non-voting Joint Committee Representative from SCPPA. Each such Joint Committee Representative shall be entitled to cast a vote (a “ Joint Committee Vote”) as follows:

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(i) The Joint Committee Representative from Burbank shall be entitled to cast its Joint Committee Vote equal to the Percentage of Aggregate Assigned Energy for Burbank as set forth in Appendix A;
(ii) The Joint Committee Representative from Colton shall be entitled to cast its Joint Committee Vote equal to the Percentage of Aggregate Assigned Energy for Colton as set forth in Appendix A; (iii) The Joint Committee Representative from Pasadena shall be entitled to cast its Joint Committee Vote equal to the Percentage of Aggregate Assigned Energy for Pasadena as set forth in Appendix A; and
(iv) The Joint Committee Representative from Vernon shall be entitled to cast its Joint Committee Vote equal to the Percentage of Aggregate Assigned Energy for Vernon as set forth in Appendix A.

3.3 SCPPA shall revise Appendix A from time to time to reflect any changes in the Project Participants’ Percentage of Aggregate Assigned Energy pursuant to the Prepay Documents. SCPPA shall provide each Project Participant with prompt notice in writing of any revision to Appendix A.

3.4 SCPPA’s non -voting Joint Committee Representative shall be the chairperson (“ Chairperson”) of the Project Participants ’ Joint Project Committee.

3.5 Each of the Parties hereto shall, within thirty (30) days after the Parties have entered into this Agreement, give notice, each to the other, of its Joint ATTACHMENT 10
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Committee Representative on the Project Participants ’ Joint Project Committee. An alternate Joint Committee Representative may be appointed to act on behalf of any Joint Committee Representative by similar written notice in the absence of the regular Joint Committee Representative. An alternate Joint Committee Representative may attend all meetings of the Project Participants’ Joint Project Committee but may vote only if the Joint Committee Representative entitled to vote and for whom she/he serves as an alternate is absent. Upon any Project Participant providing its written proxy to SCPPA, SCPPA’s Joint Committee Representative serving as Chairperson shall be authorized in the absence of such Project Participant to vote by proxy for such Project Participant on the Project Par ticipants’ Joint Project Committee. Such a proxy shall be valid only for the meeting or meetings for which it is given.

3.6 The Chairperson shall be responsible for calling and presiding over meetings of the Project Participants’ Joint Project Committee . The Chairperson shall promptly call a meeting of the Project Participants’ Joint Project Committee at the request of any Joint Committee Representative in a manner and to the extent permitted by law, and upon not less than three (3) days’ written notice to the Project Participants unless otherwise agreement among all Joint Committee Representatives. For the purpose of conducting meetings, a quorum shall exist so long as the Chairperson, together with the Joint Committee Representatives entitled to cast Joint Committee Votes (including any SCPPA vote by proxy) aggregating at least ATTACHMENT 10
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8 300506100.2
[seventy] percent ([70]%) of the of Joint Committee Votes shall be present.

The conduct of Project Participants ’ Joint Project Committee meetings, including voting at such meetings, may be by assembled meeting or by telephone or video conferencing, or by any combination thereof, to the extent permitted by law.

3.7 Unless all of the Project Participants shall determine otherwise, the actions of the Project Participants’ Joint Project Committee shall require the votes by or on behalf of at least [three (3)] Joint Committee Representatives having Joint Committee Votes (including any SCPPA vote by proxy), aggregating at least [seventy] per cent ( [70]%) of the total of the Joint Committee Votes.

4. RESPONSIBILITIES OF PROJECT PARTICIPANTS’ JOINT PROJECT

COMMITTEE

4.1 The Project Participants’ Joint Project Committee shall be responsible for determining by a vote of its Joint Committee Votes as provided in Section

3.6 of this Agreement and directing the action to be taken or not taken by SCPPA with respect to the following matters under the Prepay Documents:
(i) Consenting to any amendment, modification or waiver with respect to any Prepay Documents to which SCPPA is a party.
(ii) Allocation of any annual refund received by SCPPA to the Project Participants pursuant to Section 5.12(b) of the Bond Indenture and Section 3.3 of each Clean Energy Purchase Contract.
(iii) Providing administrative services relating to the Project Participants’ rights or obligations under their respective Clean ATTACHMENT 10
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9 300506100.2
Energy Purchase Contracts, the PPA Custodial Agreement s or the Bond Indenture.
(iv) Managing any issue involving performance by Prepay LLC or J.

Aron under any of the Prepay Documents.
(v) Determination of any claim of Force Majeure to be asserted by SCPPA under the Master Power Supply Agreement.
(vi) Instructing the SCPPA Director to take any action as a director of the governing board of Prepay LLC.
(vii) Providing accounting and/or administrative services to Project Participants with respect to Renewable Energy Credits associated with the Project, or entering into an agreement with a qualified firm for such services.
(viii) Any other matter or matters with respect to which action is to be taken or not taken by SCPPA pursuant to any Prepay Document or that the Project Participants determine should be considered by the Project Participants’ Joint Project Committee for purposes of giving direction to SCPPA.

4.2 Each of the Project Participants agrees that the decision of the Project Participants’ Joint Project Committee with respect to each of the matters under Section 4.1 of this Agreement shall be determinative as to such matter and shall constitute the decision of the Project Participants as to such matter for purposes of the Prepay Documents.

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5. PROJECT PARTICIPANTS JOINT ACTION

5.1 Except as otherwise provided in Section 4.1 of this Agreement, any action provided for under the any Prepay Document or this Agreement to be taken or agreed to by the Project Participants collectively shall be agreed to by each Project Participant pursuant to a separate authorization for such action by each Project Participant.

6. RESPONSIBILITIES OF SCPPA; PAYMENT OF COSTS

6.1 SCPPA shall have and carry out the following duties and responsibilities under this Agreement:
(i) SCPPA shall comply with the decision of the Project Participants ’ Joint Project Committee with respect to each matter as provided under Section 4 of this Agreement and shall take or not take such action, as applicable, under the Prepay Documents with respect to such matter in accordance with such decision of the Project Participants’ Joint Project Committee.
(ii) Except as provided otherwise under Section 6.1(i) of this Agreement, SCPPA shall, in accordance with the [reasonable] determination by SCPPA as to compliance with its obligations under the Prepay Documents, take (or not take) such actions as are reposed in SCPPA pursuant to the Prepay Documents.
(iii) SCPPA shall promptly provide the Project Participants ’ Joint Project Committee and each of the Joint Committee Representatives and their designated alternates with any information that may materially affect or which shall have materially affected the matters ATTACHMENT 10
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referred to in Section 4 or in this Section 6 of this Agreement, and shall provide the Parties with copies of material notices, reports and other materials received by SCPPA from Prepay LLC or J. Aron pursuant to any Prepay Document. SCPPA shall provide the Parties with copies of all such notices, reports and other materials upon reasonable request of a Party.
(iv) SCPPA shall arrange for and provide to the Project Participants ’ Joint Project Committee any available services as requested by the Project Participants’ Joint Project Committee in connection with its consideration of any of the matters referred to in Section 4 of this Agreement.
(v) SCPPA, in performing its activities under this Agreement and the Prepay Documents to which it is a party may use its own employees, equipment and facilities or arrange and reasonably contract for the performance thereof by other entities.
(vi) SCPPA shall prepare and submit to the Project Participants ’ Joint Project Committee its estimates of costs to be incurred in connection with its performance of activities as SCPPA as provided in Section 4 or pursuant to this Section 6 of this Agreement and under the Power Purchase Agreement.
(vii) SCPPA shall furnish upon request by the Project Participants’ Joint Project Committee or any Joint Committee Representative any other reasonable assistance or services and any information reasonably ATTACHMENT 10
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available pertaining to the matters to be considered by the Project Participants’ Joint Project Committee.
(viii) In performing its activities and responsibilities as provided in Section 4 or pursuant to this Section 6 of this Agreement and under the Prepay Documents to which it is a party, SCPPA shall comply with any and all applicable laws and regulations.

6.2 From time to time, SCPPA may submit to each Project Participant a bill for payment by such Project Participant of its proportionate share based on its Percentage of Aggregate Assigned Energy of costs and expenses incurred, by SCPPA. SCPPA shall bill each Project Participant by the fifth (5 th) day
of a month for any costs and expenses that may have been incurred in the preceding month, but may include other costs and expenses incurred within the preceding ninety (90) days that have not previously been billed to Project Participants. Each Buyer shall pay or cause to be paid the amount of such bill within thirty (30) days after receipt thereof. If a Party fails to pay any such bill when due, interest shall accrue, to the extent permitted by law, at a rate equal to the Default Rate as defined i n each Clean Energy Purchase Contract until payment is made. At such reasonable times as shall be requested by a ny Project Participant, the books and records of SCPPA relevant to its costs and expenses shall be subject to audit by or on behalf of such Project Participant, at such Project Participants’ sole cost and expense.

6.3 SCPPA shall not receive any compensation for performance of activities under this Agreement or the Prepay Documents to which it is a party, except ATTACHMENT 10
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that SCPPA shall be permitted to recoup any reasonable costs and expenses associated with the performance of such activities under the Prepay Documents to which it is a party and hereunder, without markup unless approved in writing by the Project Participants’ Joint Project Committee.

7. LIABILITY

7.1 The Parties agree that SCPPA and each Project Participant, and any of their respective past, present or future directors, officers, employees, board members, agents, attorneys or advisors (collectively, the “ Released Parties”), shall be not liable to any other of the Released Parties for any claims, demands, liabilities, obligations, losses, damages (whether direct, indirect or consequential), penalties, fines, actions, loss of profits, judgments, orders, suits, costs, expenses (including att orneys’ fees and expenses) or disbursements of any kind or nature whatsoever in law, equity, under this Agreement, the Prepay Documents or otherwise (hereinafter “Claim” or “Claims ”) suffered by any Released Party as a result of the action or inaction, or performance or non-performance, by any of the other Released Parties under this Agreement or the Prepay Documents, except to the extent a Claim is attributable to the gross negligence or willful misconduct of a Released Party, to be determined and established by a court of competent jurisdiction in a final, nonappealable order (except as may otherwise be agreed by all of the Parties, in writing). Notwithstanding the anything in the foregoing to the contrary, nothing contained in this Agreement shall be deemed to release any Party from its respective obligations under this Agreement or the Prepay Documents to which it is a ATTACHMENT 10
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party, including such Party’s obligation to make payments required under this Agreement or the Prepay Documents to which it is a party. In no event shall the provisions of this Section 7.1 be construed so as to relieve SCPPA from any obligation it may have as a Party to this Agreement or any Prepay Document to which it is a party. It is also hereby recognized and agreed that no officers, employees, board members, agents, attorneys or advisors of any of the Released Parties shall be individually liable in respect of any undertakings by any of the Releas ed Parties under this Agreement or the Prepay Documents.

7.2 The exculpation provision set forth in Section 7.1 hereof shall apply to all types of Claims or actions including, but not limited to, claims or actions based on contract or tort. Notwithstanding the foregoing, a Party may protect and enforce its rights under this Agreement by a suit or suits in equity for specific performance of any obligation or duty of any other Party, and SCPPA may enforce by any legal means its right to payment for its costs in accordance with the terms of this Agreement.

8. RELATIONSHIP OF THE PARTIES

8.1 The covenants, obligations and liabilities of the Parties are intended to be several and not joint or collective and nothing herein contained shall ever be construed to create an association, joint venture, trust, partnership or other legal entity, or to impose a trust or partnership covenant, obligation or liability on or with regard to any of the Parties. Each Party shall be individually responsible for its own covenants, obligations and liabilities under this Agreement.

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8.2 This Agreement is solely for the benefit of the Parties hereto. There are no third-party beneficiaries of this Agreement.

9. INDEMNITY AND RELATED MATTERS

9.1 SCPPA shall be entitled to indemnification from the Project Participants as set forth herein. To the extent permitted by law, each Project Participant shall, proportionately in accordance with its Percentage of Aggregate Assigned Energy, defend, indemnify and hold harmless SCPPA and its officers, employees, agents, attorneys and advisors, past, present or future, when acting for SCPPA (collectively, “SCPPA Indemnitees”), from and against any and all claims, demands, liabilities, obligations, losses, damages (whether direct, indirect or consequential), penalties, actions, loss of profits, judgments, orders, suits, costs, expenses (including attorneys’ fees and expenses) or disbursements of any kind or nature whatsoever in law, equity or otherwise (collective ly, “ Claims”) arising by reason of any actions, inactions, errors or omissions of SCPPA incident to the performance of this Agreement, except the extent of any Claim is attributable to the gross negligence or willful misconduct of SCPPA or any of SCPPA Indemnitees, as determined and established by a court of competent jurisdiction in a final, nonappealable order. If one or more Project Participants, with SCPPA ’s consent, shall defend any SCPPA Indemnitee, SCPPA shall approve the selection of counsel, and SCPPA shall further approve any settlement or disposition, such approval not to be unreasonably withheld. For the avoidance of doubt, all payments as and for indemnification by the Project Participants under this Section 9.1, together with any other amount payable ATTACHMENT 10
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by the Project Participants under this Section 9.1, shall constitute the individual costs of the Project Participants under this Agreement.

9.2 [reserved].

10. DISPUTES

10.1 D ispute or Claim. Any action, claim or dispute which any Party may have against another Party or Parties arising out of or relating to this Agreement or the transactions contemplated hereunder, or the breach, termination or validity thereof ( a “Dispute”) shall be submitted in writing to the other Parties. The written submission of any Dispute shall include a concise statement of the question or issue in dispute together with a statement listing the relevant facts and documentation that support the claim.

10.2 Good Faith Resolution. The Parties agree to cooperate in good faith to attempt to achieve an expeditious resolution of a Dispute. Pending resolution of a Dispute, unless otherwise provided for under this Agreement, the Parties shall proceed diligently with the performance of their respective obligations pursuant to the terms of this Agreement.

10.3 Informal Negotiation. T
he disputing Parties shall first attempt in good faith
to resolve any Dispute through informal negotiations by the Joint Committee Representatives.

10.4 Arbitration.

In the event the disputing Parties are unable to resolve the Dispute through informal negotiations as described above, the disputing Parties may elect to pursue the mediation of the Dispute by a mutually agreeable mediator. If the disputing Parties so choose the Parties may elect to voluntarily pursue arbitration pursuant to the rules of the Judicial ATTACHMENT 10
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Arbitration and Mediation Service (JAMS) or American Arbitration Association (AAA), or any other method chosen by the disputing Parties, subject to the express prior written agreement of each of the disputing Parties. Such written agreement may include the guidelines agreed upon by the disputing Parties to be followed by such Parties in such arbitration or dispute resolution prior to the commencement of such arbitration. No Party shall be obligated to pursue arbitration over any other method of dispute resolution.

10.5 L
itigation Rights . In the event the disputing Parties are unable to satisfactorily resolve the Dispute within thirty (30) days from the receipt of notice of the Dispute, subject to any extensions of time as may be mutually agreed upon in writing, or any arbitration or other agreement, any Party to the Dispute may initiate litigation in a court of law with jurisdiction located in Los Angeles County, California, which shall be the exclusive venue to litigate Disputes.

10.6 No Attorneys Fees. In the event any action is brought at law or in equity in any court or through any alternative dispute resolution process to enforce any provision of this Agreement, or for damages by reason of any alleged breach of this Agreement, the Parties mutually agree that each Party to this Agreement shall bear its own attorneys fees and costs.

11. G

OVERNING LAW
This Agreement was made and entered into in the State of California and shall be governed by, interpreted and enforced in accordance with the laws of the State of California, without regard to conflict of law principles.

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12. REPRESENTATION AND NOTICES

12.1 The Parties acknowledge that each Party was represented by counsel in the negotiation and execution of this Agreement, and any uncertainty or ambiguity in this Agreement shall not be interpreted against a Party on the basis that the Party drafted the language, but shall be interpreted according to the application of the rules on interpretation of contracts.

12.2 Any notice, demand, requisition or request shall be in writing and shall be deemed properly served, given or made if delivered in person or sent by overnight delivery service, by registered or certified mail, postage prepaid, or by electronic mail, to the persons specified below:

Southern California Public Power Authority
1160 Nicole Court
Glendora, CA 91740
Attention: Executive Director
Telephone: (626) 793-9364
Email: [email protected]

City of Burbank
____________________________
____________________________
Attention: ___________________
Telephone: __________________
Email: ______________________

City of Colton
____________________________
____________________________
Attention: ___________________
Telephone: __________________
Email: ______________________

City of Pasadena
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____________________________
____________________________
Attention: ___________________
Telephone: __________________
Email: ______________________

City of Vernon
____________________________
____________________________
Attention: ___________________
Telephone: __________________
Email: ______________________

13. SEVERABILITY.

In case any one or more of the provisions of this Agreement shall for any reason be held to be illegal or invalid by a court of competent jurisdiction, it is the intention of each of the Parties hereto that such illegality or invalidity shall not affect any other provision hereof, but this Agreement shall be construed and enforced as if such illegal or invalid provision had not been contained herein unless a court holds that the provisions are not separable from all other provisions of this Agreement.

14. AMENDMENTS
The Parties acknowledge and agree that any amendment to this Agreement shall be in writing and duly executed by the Parties.
[Signatures on next page.]
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IN WITNESS WHEREOF, the Parties hereto have duly caused this Agreement to be executed on their behalf by their duly authorized representatives.

SOUTHERN CALIFORNIA PUBLIC

POWER AUTHORITY

Dated: ____________________ By:

Title:

CITY OF BURBANK

Dated: ____________________ By:

Title:

CITY OF COLTON

Dated: ____________________ By:

Title:

CITY OF PASADENA

Dated: ____________________ By:

Title:

CITY OF VERNON

Dated: ____________________ By:

Title:

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Appendix A
Percentages of Aggregate Assigned Energy

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1. Debt Issuance: Southern California Public Power Authority (“SCPPA”) issues the Bonds to fund the prepayment of electric energy, renewable energy, and renewable energy credits (collectively, “Electricity”), pay capitalized interest, fund a debt service reserve, fund a commodity reserve, and pay costs of issuance. The Bonds will bear interest at ﬁxed interest rates during the Initial Interest Rate Period.

2. Prepayment: SCPPA will apply bond proceeds to prepay Aron Energy Prepay 51 LLC (the “Electricity Supplier”) for approximately thirty years of Electricity deliveries. Under the Master Power Supply Agreement, the Electricity Supplier will be obligated to (a) deliver Electricity to SCPPA during the Delivery Period; (b) make payments for any Prepaid Electricity not delivered or taken; and (c) make a Termination Payment upon a Termination Payment Event as described herein.

3. Funding Agreement : The Electricity Supplier, as depositor , and [FUNDING RECIPIENT] , as Funding Recipient (the “Funding Recipient ”), will enter into [Funding A greement] (the “Funding Agreement ”) pursuant to which the Electricity Supplier will deposit with the Funding Recipient an amount approximately equal to the proceeds of the prepayment received by the Electricity Supplier under the Master Power Supply Agreement. The Scheduled Amounts payable under the Funding Agreement replicate the Electricity Supplier’s monthly Prepaid Electricity purchase obligations during the Initial Reset Period. The Funding Agreement will provide a ﬁxed interest rate for a period equal to the Initial Interest Rate Period on the Bonds and will have a ﬁnal maturity at the end of such period.

4. Electricity Supply: The Electricity Supplier will procure the Electricity from J. Aron & Company LLC (“J. Aron”). The Electricity Supplier will enter into a long -term Electricity Purchase, Sale and Service Agreement with J. Aron whereby the Electricity Supplier will purchase Electricity from J. Aron during the Delivery Period that matches the delivery quantities and terms under the Master Power Supply Agreement. The Electricity Supplier will pay for the Electricity monthly in arrears. J. Aron’s payment obligations under the Electricity Purchase, Sale and Service Agreement will be guaranteed by GSG.

5. Project Participants : Under the Clean Energy Purchase Contracts , SCPPA will sell to the Project Participants the prepaid Electricity delivered by the Electricity Supplier (“Prepaid Electricity”) at the Contract Price. The amount of Prepaid Electricity delivered to each Project Participant in each month and under each Assigned PPA will be limited to a speciﬁed quantity (the “Assigned Prepay Quantities”).

So long as sufficient Assigned PPAs are assigned to J. Aron, the Project Participants must pay for all Electricity actually delivered under the Clean Energy Purchase Contracts, provided that if neither a ATTACHMENT 11
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Project Participant nor SCPPA has requested the respective Prepaid Electricity be remarketed, and if the amount of Electricity actually delivered to the Project Participant is less than the scheduled Prepaid Electricity, the Electricity Supplier must sell the quantity of Electricity not delivered in a private business sale and in turn make a cash payment to SCPPA, subject to the terms of the Master Power Supply Agreement and the respective Clean Energy Purchase Contract. The amounts payable by the Project Participants and the Electricity Supplier are calculated to provide sufficient revenues (together with investment income from the Debt Service Account) to enable SCPPA to make the required scheduled deposits to the Debt Service Account.

6. Assigned PPAs: The Project Participants expect to initially assign certain rights, title and interest as purchaser under certain power purchase agreements (each an “ Initially Assigned PPA”) to SCPPA, which SCPPA will immediately assign to J. Aron, which are anticipated to be in effect for the entire Initial Interest Rate Period. J. Aron will use all of the Electricity delivered under the Initially Assigned PPAs to meet its obligation to deliver Electricity under the Electricity Purc hase, Sale and Service Agreement for ultimate delivery to the respective Project Participants. If in any month Electricity actually delivered to a Project Participants exceeds the respective Assigned Prepay Quantity, the Project Participant will not receive a discount for such excess Electricity, and payments made by the Project Participant to SCPPA for such excess Electricity will not be pledged to the Trust Estate. Through this structure, the Project Participants anticipate being able to procure long -term clean energy supplies at favorable prices.

The Initially Assigned PPAs will initially provide all the Electricity to be purchased by the Project Participants under the Clean Energy Purchase Contracts. The Contract Price the Project Participants will pay SCPPA for Prepaid Electricity delivered from the Initially Assigned PPAs will correspond to the ﬁxed price for Electricity otherwise due under the Initially Assigned PPAs, less a discount. While all Prepaid Electricity is being delivered under the Initially As signed PPAs, the Commodity Swaps described below will remain dormant and no cash ﬂows will be exchanged thereunder , which, as explained above, is the expectation for the Initial Interest Rate Period. Upon the expiration or termination of an Initially Assigned PPA, the respective Project Participant is obligated to use Commercially Reasonable Efforts to assign replacement power purchase agreements to SCPPA, for further assignment to J. Aron (the “ Future Assigned PPAs , ” and together with the Initially Assigned PPAs, the “ Assigned PPAs ”). For any Prepaid Electricity delivered from a Future Assigned PPA, a Project Participant will pay SCPPA the Contract Price under the respective Clean Energy Purchase Contract based on a market-based index price, less a discount.

Commodity Swaps : Cash ﬂows under the SCPPA Commodity Swap will remain inactive while all Prepaid Electricity is being delivered pursuant to the Initially Assigned PPAs, which is the expectation for the Initial Reset Period.

As described under “Assigned PPAs” above, the Project Participants will pay SCPPA a market-based index price for Prepaid Electricity delivered under any Future Assigned PPA. In addition, the Master Power Supply Agreement and the Clean Energy Purchase Contracts provide that if at any time a Project Participant does not have in effect sufficient Assigned Prepay Quantities, it ma y r eq u e s t or ma y be deemed to request the Electricity Supplier to remarket such portion of the Prepaid Electricity to another purchaser, and the Electricity Supplier will remarket such power on behalf of SCPPA. In order to convert any variable market proceeds that SCPPA receives, either from remarketing proceeds or ATTACHMENT 11
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from payments by the Project Participants for Prepaid Electricity delivered under any Future Assigned PPA, into ﬁxed amounts corresponding to the ﬁxed debt service obligations on the Bonds, SCPPA will enter into a commodity price swap (the “SCPPA Commodity Swap”). The Electricity Supplier will enter into a mirror swap with the Commodity Swap Counterparty to meet its requirements for market - referenced pricing to fulﬁll its delivery obligations. See “ THE MASTER POWER SUPPLY AGREEMENT – Electricity Remarketing ” herein for further details on the timing, triggers and process of electricity remarketing.

ATTACHMENT 11
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1 STAFF REPORT
DAT
E: January 27, 2026
T
O: Justin Hess, City Manager
F
ROM: Betsy McClinton, Management Services Director
BY: Julie Chaidez, Human Resources Manager
S
UBJECT: Approval of a Three- Year Professional Services Agreement with Civic Calling Corporation DBA Holly, Inc., an AI -Powered Platform for Job Classification Analysis and Compensation Benchmarking
RE

COMMENDATION
Approve a Three- Year Professional Services Agreement (PSA) between the City of Burbank and Civic Calling Corporation DBA Holly, Inc. (“Holly”), an AI-Powered Platform for Job Classification Analysis and Compensation Benchmarking, in an amount up to $123,636, in accordance with the standard terms and conditions contained in the proposed PSA (Attachment 1).

BACKG
ROUND
The City manages over 500 job classifications across multiple departments, many of which have evolved over time in terms of duties, responsibilities, and functional requirements. Some job specifications are outdated or inconsistent with actual duties, which can complicate recruitment, compensation, and classification decisions.

A
s a public agency, the City must comply with state and federal employment laws, including the Americans with Disabilities Act (ADA) and the Fair Employment and Housing Act (FEHA). Job specifications and classification structures are essential to support defensible employment decisions, reasonable accommodation determinations, and overall workforce management.

B
urbank City Council’s adopted financial policy to “recruit and retain a qualified workforce and pay at an average of market,” underscores the City’s commitment to competitive

MANAGEMENT

SERVICES
Consent Calendar
Item #4
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2 compensation and strategic workforce planning. This policy has driven union negotiations and increased staff workload by requiring the City to provide data and analysis to support discussions on establishing market-aligned pay.

DISCUSSION
The proposed three- year agreement with Holly would provide the City with a public - sector–focused, AI -enabled platform to support the efficient modernization and standardization of the City’s job classifications. Given the size and complexity of the City’s classification system, this work is challenging to accomplish efficiently through manual processes alone. Holly supports job classification analysis, job specification modernization, and compensation benchmarking, ensuring the City maintains accurate, consistent, and current job specifications across departments.

Drawing on data from more than 45,000 government roles, the platform analyzes actual job duties to generate standardized, peer-informed job specifications and market-aligned classification insights. This approach improves accuracy and consistency, accelerates analysis, and streamlines staff effort, allowing City staff to focus on higher-level strategic workforce planning rather than time-intensive data compilation.

Specifically, Holly will provide professional services and the AI -powered platform to update market -ready class specifications; deliver transparent, continuously refreshed compensation benchmarks; and conduct series, flight, and internal equity analyses. The platform also supports automated policy and compliance reviews , document management, and audit -ready workflows, while maintaining City data ownership and security. Holly will provide implementation support, training, change management, and ongoing technical support to ensure effective adoption and alignment with the City’s labor relations, recruitment, and fiscal objectives.

Key benefits of the Holly platform include:

• ADA/FEHA Compliance: Modernized job specifications clearly identify essential functions and physical requirements, strengthening the interactive process, reasonable accommodation determinations, and the City’s ability to make defensible employment decisions.

• Recruitment and Retention : Market -based compensation benchmarking supports the City Council’s financial policy and commitment to competitive pay practices by aligning classifications with comparable public agencies, improving workforce planning and employee retention. Modern job descriptions enhance the City’s market position as an employer of choice.

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3 • Bargaining and Market Alignment : Standardized job specifications and consistent market data support more efficient labor negotiations and promote equity and consistency across classifications.

Engaging Holly presents a strategic opportunity for the City to modernize classification and compensation systems, enhance recruitment and retention, and reduce compliance and administrative risk — while aligning with market practices and public ‑service standards. Because Holly’s services improve classification accuracy, support defensible compensation decisions, and reduces administrative burden, this agreement is fiscally prudent and may yield cost‑savings or avoid unbudgeted liabilities over time.

ENVIRONMENTAL REVIEW
This activity has no potential for resulting in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment, and such as, is not a “project” subject to the requirements of the California Environmental Quality Act (CEQA) 14 Cal. Code Regs §15378.

FISCAL IMPACT
The fiscal impact of the proposed agreement with Holly will not exceed $123,636 over the full three-year contract term. Sufficient funds are available in the FY 2025-26 Adopted Budget to cover the first-year cost of $40,000. No additional budget appropriation is required. Future years’ funding will be incorporated into the Five-Year Financial Forecast.

CONCLUSION
Staff recommends that the Council approve a three (3) year PSA with Civic Calling Corporation DBA Holly, Inc. (“Holly”), an AI -Powered Platform for Job Classification Analysis and Compensation Benchmarking, in an amount up to $123,636, in accordance with the standard terms and conditions contained in the proposed PSA (Attachment 1).

ATTACHMENT
Attachment 1 – 3-Year PSA with Holly

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Attachment 1

Civic Calling Corporation DBA Holly PSA – JAN 1, 2026-DEC 31, 2028 – Management Services Department 1

PROFESSIONAL SERVICES AGREEMENT

by and between

THE CITY OF BURBANK

and

CIVIC CALLING CORPORATION DBA HOLLY

dated as of January 1, 2026

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Civic Calling Corporation DBA Holly PSA – JAN 1, 2026-DEC 31, 2028 – Management Services Department 2

PROFESSIONAL SERVICES AGREEMENT

THIS PROFESSIONAL SERVICES AGREEMENT (this “Agreement”), is made and entered into this 1st day of January, 2026 (the “Effective Date”), by and between THE CITY OF BURBANK, a municipal corporation (the “City”) and CIVIC CALLING CORPORATION DBA HOLLY (the “ Consultant”). The City and the Consultant are herein referred to, individually, as a “Party”, and, collectively, as the “Parties”.

City and Consultant agree as follows:

1.0 Services. Consultant, as an independent contractor, agrees to perform during the term of this Agreement, each and every service described in the “Scope of Services” set forth on Exhibit A to this Agreement (the “Scope of Services”). The initiation of service by the Consultant should not commence until all of the following conditions have been satisfied:
(a) Consultant has furnished all of the insurance documents required by Section 10.0 below; and
(b) Consultant has furnished any required supporting
documentation required by Sections 16.0 below.
(c) Consultant shall perform each service within the Scope of Services only to the extent of the specific written authorization or notice to proceed provided by the City Project Manager, which shall direct the Consultant to proceed with the services listed in the Scope of Services, or any portion therein. To the extent that the Scope of Services involves more than one service, Consultant shall only be entitled to payment for services upon City Project Manager’s written authorization or notice to proceed with s uch service. The services of the Consultant shall include the making of all investigations, studies, and analysis required by the conditions involved in each request of the City Project Manager. The Scope of Services shall not be modified without an amendment executed by the authorized representatives of each Party.

1.1 Extra Services
Unless City and Consultant have agreed in writing before the performance of extra services that are beyond the Scope of Services , 244
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City shall have no liability for such extra services and Consultant shall have no right to claim compensation for such extra services or expenses. The applicable hourly rates for authorized extra services shall be at the hourly rates set forth in the Schedule of C ompensation (Exhibit B) unless otherwise agreed to by the parties in writing.

2.0 Term of Agreement; Termination.

2.1 Term. The term of this Agreement is from the Effective Date until December 31, 2028; provided, however, that the term of this Agreement may be extended by written amendment executed by authorized representatives of each of the Parties or may be earlier termi nated as provided in Section 2.2 below (the “Term”).

2.2 Termination by City. The City may terminate any or all of the services agreed to be performed under this Agreement without cause, at any time during the Term by giving the Consultant thirty (30) days’ notice in writing.

Either party may terminate this Agreement with cause, immediately upon giving the other party written notice of such default or breach of this Agreement that is the basis for the termination.

2.3 Effect of Termination. In the event of termination, Consultant shall have the right and obligation to immediately assemble work in progress for the purpose of closing out the job. All compensation for actual work performed and charges outstanding at the time of termination s hall be payable by City to Consultant within thirty (30) days following submission and approval of a final invoice by Consultant unless termination is for cause. In the event that such termination was for cause, Consultant shall be compensated only to the extent required by law.

3.0 Compensation and Schedule of Compensation . The total compensation (including, but not limited to all fees, expenses, reimbursements or other costs) payable by the City to the Consultant under this Agreement shall not exceed the sum of $40,000 for year one, $41,200 for year two, and $42,436 for year three (the “Cost of Services”) . The Cost of Service s shall not be increased witho ut a written amendment executed by the authorized representatives of each Party. Consultant shall earn the compensation set forth in the Cost of Services in accordance with the “Schedule of Compensation ” as attached to this Agreement as Exhibit B. No payment for expenses, labor or any other cost shall be paid to Consultant unless it is within the Scope of Services (Exhibit A).

4.0 Personnel.

4.1 The staff person designated by Consultant to be the primary point of contact (the “Representative”) for day -to-day performance of this 245
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Agreement shall be:

Brendan Hellweg
President
443 Broadway 2nd Floor #1295
New York, NY 10013
(413) 552-9365
[email protected]

Representative shall be a key member of Consultant’s firm, and shall be directly involved in performing, supervising or assisting in the performance of the Scope of Services under this Agreement. The Representative shall be the key person to communicate w ith, and periodically report to, City on the progress of the work. The Consultant may, from time to time, remove or replace the Representative designated in this Agreement only with prior written consent by the City’s Designated Official.

4.2 The services to be performed by Consultant shall be accomplished under the general direction of, and coordinat ion with, the staff person designated by the City serving as the project manager (the “City Project Manager”). The City Project Manager designated by the City for day-to- day administration of this Agreement shall be:

April Rios
Human Resources Manager
301 East Olive Avenue, Suite 100
Burbank, CA 91502
[email protected]

The City may, from time to time, remove or replace the City Project Manager designated in this Agreement by written notice to Consultant.

The City Project Manager has no authority to execute any amendments, consents or waivers on behalf of the City.

4.3 With respect to matters that extend beyond the day-to-day administration of this Agreement, the City designates the Betsy McClinton, Management Services Director (the “Designated Official”) to handle such matters. (818) 238-5026
[email protected]

5.0 Invoicing and Payment. Consultant shall provide City with written verification of the actual compensation earned, which written verification shall be in a form reasonably satisfactory to the City Project Manager. Invoices shall be made no more frequently 246
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than on a monthly basis and no less frequently than every 60 days, and shall describe in reasonable detail the work performed (including a list of hours worked by personnel classification) together with any receipts, invoices or other documentable expenses that are reimbursable under the Schedule of Compensation. All payments shall be made within thirty (30) days after City’s approval of such invoice.

6.0 Standard of Skill. Consultant, and Consultant's officers, employees and agents, if any, are skilled in the professional calling necessary to perform the work agreed to be done pursuant to this Agreement. The work performed by Consultant shall be with the degree of skill and diligence normally practiced in the industry for which Consultant is being retained by the City. To the extent that Consultant’s industry is subject to guidelines, rules or other standards, Consultant shall ensure that it complies wit h such guidelines, rules or other standards. The accep tance of Consultant's work by the City shall not operate as a release of the Consultant from such standard of care and workmanship.

7.0 Independent Contractor. Consultant is retained and engaged by the City only to the extent set forth in this Agreement, and the Consultant's relationship to the City is that of an independent contractor. Consultant shall be free to dispose of all portions of Consultant's time and activities which Consultant is not obligated to devote to the City in such a manner and to such persons, firms, or corporations as the Consultant sees fit except as expressly provided in this Agreement. Consultant shall not be considered to have the status of an employee under this Agreement or be entitled to participate in any insurance, medical care, vacation, sick leave, or other benefits provided for City's officers or employees. Consultant shall be solely responsible for any workers compensation insurance, withholding taxes, unemployment insurance, and any other employer obligations associated with the performance by the Consultant (including any of its officers, employees or other agents) of its obligations under this Agreement. Consultant has no authority to bind City in any manner or to incur any obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by the City.

8.0 Hold Harmless and Indemnity. Consultant shall fully and promptly undertake its obligations as set forth below:

8.1 Hold Harmless. To the fullest extent provided by law, Consultant holds City, its elected officials, officers, agents, and employees, harmless from all of Consultant's claims, demands, lawsuits, judgments, damages, losses, injuries or liability to Consultant, to Consul tant's employees, to Consultant’s contractors or subcontractors, or to the owners of Consultant's firm, which damages, losses, injuries or liability occur during the work required under this Agreement, or occur while Consultant is on City property, or whic h are connected, directly or indirectly, with Consultant's performance of any activity or work 247
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required under this Agreement.

8.2 Defense and Indemnity . Consultant shall investigate, defend, and indemnify City, its elected officials, officers, agents, and employees, from any claims, lawsuits, demands, judgments, and all liability including, but not limited to, monetary or property damage, lost profit, personal injury, wrongful death, general liability, automobile, infringement of any intellectual property rights (including, copyright, patent and trademark), or professional errors and omissions arising out of, directly or indirectly, any error, negligence, recklessness, or omission of Consultant or any of Consultant’s officers, agents, employees, representatives, sub-consultants, or subcontractors, or the willful misconduct of Consultant or any of Consultant’s officers, agents, employees, representatives, sub- consultants, or subcontractors, in performing the services described in, or normally associated with, the work required under this Agreement , or breach by Consultant of this Agreement. The duty to defend shall include any suits or actions concerning any activity, product or work required under this Agreement, and also include the payment of all court costs, attorney fees, expert witness costs, investigation costs, claims adjusting costs and any other costs required for and related thereto.

8.3 No Waiver. City does not waive, nor shall be deemed to have waived, any indemnity, defense or hold harmless rights under this section because of the acceptance by City, or the deposit with City, of any insurance certificates or policies described in Section 10.0 below.

9.0 Correction or Re-Performance of Work. If City believes that any of the work performed under this Agreement does not comply with the terms of this Agreement, City may deliver notice to Consultant. Such City’s notice shall describe how the work performed, including any deliverables resulting from such work, does not meet the requirements of this Agreement, including failure to meet the applicable standard of care set forth in Section 6.0 and, upon City’s sole discretion, may also make a request for Consultant to re- perform the services. If City requests Consultant to re- perform services , Consultant shall promptly re- perform the services at no additional cost to City in a reasonably timely manner .

Should Consultant fail to make such correction or re-performance, the cost thereof shall be withheld from any funds due to Consultant hereunder or charged to Consultant with such amounts to be paid by Consultant within thirty (30) days of receipt of such invoice.

10.0 Insurance.

10.1 Insurance Coverage. Consultant shall maintain, throughout the Term, the insurance coverage set forth in the “Insurance Requirements” as 248
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attached to this Agreement as Exhibit C.

10.2 Delivery of Certificates of Insurance and Endorsements . Prior to the commencement of any work by Consultant under this Agreement , Consultant shall provide the City with copies of certificates (on an Accord form as modified per C ity direction) for all policies together with the appropriate endorsements required in Exhibit C. At the request of the City, Consultant shall deliver a copy of its insurance policies.

10.3 Failure to Maintain Insurance. If Consultant receives a cancellation notice of any insurance required by this Agreement, Consultant shall, within one day of receipt, forward said notice to City Project Manager. If Consultant at any time during the Term of this Agreement, should fail to secure or maintain any insurance required under this Agreement, the City shall be permitted to obtain such insurance in the Consultant's name or as an agent of the Consultant and shall be compensated by the Consultant for the cost of the insurance premiums at the maximum rate permitted by law computed from the date written notice is received that the premiums have been paid. Such costs can be assessed by deducting such costs from any amounts due and payable to the Consultant as compensation under the terms of this Agreement.

11.0 Work Product.

11.1 Deliverables. Consultant shall deliver to the City the studies, plans, specifications, drawings, photographs, maps, videos, records, designs, data, reports, documents or other work products as are identified in the Scope of Services (“ Work Product”). The City may also request, and Consultant shall provide to City, copies of all other information developed in the course of the Consultant’s performance of this Agreement.

Consultant shall, in such time and in such form as the City may require, furnish reports concerning the status of services required under this Agreement. Consultant shall, upon request by City and upon completion or termination of this Agree ment, deliver to the City all Work Product produced by the Consultant. Consultant represents and warrants that upon delivery of the Work Product, such Work Product shall be free of all liens, security interests or any other encumbrances.

11.2 Ownership. Each and every item that constitutes Work Product produced, prepared, or caused to be prepared by the Consultant pursuant to or in connection with this Agreement shall be the exclusive property of the City.

12.0 Confidentiality.

12.1 Non-Disclosure Exemptions. Consultant may be granted access to 249
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information that is exempt from disclosure to the public and may contain “trade secrets” when it is necessary for Consultant to perform its obligations pursuant to this Agreement. If Consultant is granted such access to confidential information, Consultant shall not be considered to be a member of the public as that term is used in the California Public Records Act.

12.2 Confidentiality Obligation. Consultant shall not disclose, publish, or authorize others to disclose or publish, design data, drawings, specifications, reports, or other information pertaining to the projects assigned to Consultant by the City or other information to which the Consultant has had access during the T erm of this Agreement without the prior written consent of the Designated Official during the T erm of this Agreement and this obligation shall survive for a period of two (2) years after the termi nation of this Agreement . Notwithstanding the foregoing, the confidentiality obligations imposed by this Agreement shall survive as to any of the following information (a) a trade secret under applicable law for so long as such information constitutes a trade secret thereunder, (b) each utility customer’s “data” under applicable law unless Consultant has secured such customer’s express, written consent to release of such customer’s information, (c) any information classified by City as “critical infrastruc ture information” or “protected critical infrastructure information” or “protected system,” or (d) any other documentation that has been identified as confidential by City until City has advised Consultant in writing that such information may be released.

13.0 Acceptance of Final Payment by Consultant. The acceptance by Consultant of the final payment made under this Agreement shall release City from all claims and liabilities for compensation to or for the benefit of Consultant for anything done, furnished, or relating to Consultant's work or services. Acceptance of payment shall be any negotiation of City's check or the failure to make a written extra compensation claim within 10 calendar days of the receipt of that check; provided, however, approval or payment by City shall not constitute, nor be deemed, a release of the responsibility and liability of Consultant, its employees, agents, subcontractors and sub consultants for the satisfactory performance, accuracy and/or competency of the information provided and/or work performed by Consultant; nor shall such approval or payment be deemed to be an assumption of such responsibility or liability by City for any defect or error in the work prepared by Consultant, its employees, agents, subcontractors and subconsultants.

14.0 Records. Consultant shall maintain complete and accurate records with respect to sales, costs, expenses, receipts, and other such information required by the City, the Designated Official or the City Project Manager. Consultant shall maintain adequate records on services provided in sufficient detail to permit an evaluation of services. 250
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All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible.

Consultant shall provide access to the Designated Official or designees at all proper times to such books and records, and gives the Designated Official or designees the right to examine and audit such books and records and to make transcripts as necessary, and to allow inspection of all work, data, documents, proceedings, and activities related to this Agreement. Consultant shall maintain such records for at least four years after the termination or final payment under this Agreement , whichever is later.

15.0 Conflict of Interest. Consultant agrees to be familiar with and comply with all applicable federal, state and local conflict of interest laws (including 2 CFR 200.318, if federal money is funding any part of this Agreement). Consultant represents and warrants that it is unaware of any City employee or official that has a financial interest in Consultant's business. During the Term of this Agreement and/or as a result of being awarded this Agreement, Consultant shall not offer or accept any financial interest in Consultant's business by any City employee or official.

16.0 Payee Registration Form . City shall provide a Payee Registration F orm to Consultant and Consultant shall deliver a completed registration form to the City.

Consultant acknowledges that this form is necessary for the City to process any payment for services hereunder.

17.0 Non-Appropriation of Funds . Payments due and payable to Consultant for current services are within the current annual budget and within an available, unexhausted and unencumbered appropriation of City funds. In the event City has not appropriated sufficient funds for payment of Cons ultant services beyond the current fiscal year, this Agreement shall cover only those costs incurred up to the conclusion of the current fiscal year.

18.0 Compliance with Laws. Consultant agrees to perform all of its obligations under this Agreement in accordance with all applicable federal, state and local laws, rules and regulations. This obligation shall include, but is not limited to, the following requirements set forth below:

18.1 Permits and Licenses. Consultant, at its sole expense, shall obtain and maintain during the T erm of this Agreement, all appropriate permits, licenses, and certificates that may be required in connection with the performance of services under this Agreement.

18.2 Anti-Terrorism Laws; Sanctions . The Consultant represents and warrants that:

(1) it is not a person described or designated in the Specially Designated Nationals and Blocked Persons List of the Office of 251
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Foreign Assets Control, United States Department of the Treasury or in Section 1 of Executive Order No. 13,224, 66 Fed. Reg. 49,079 (2001), issued by the President of the United States of America (Executive Order Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism);
(2) it does not engage in any dealings or transactions with any such persons described above; and
(3) is not otherwise blocked, subject to sanctions under or engaged in any activity in violation of other United States economic sanctions, including but not limited to, Trading with the Enemy Act, the International Emergency Economic Powers Act, Accountability and Divestment Act or any other similar law or regulation with respect to any country, the Sudan Accountability and Divestment Act, any OFAC Sanctions Program, or any economic sanctions regulations administered and enforced by the United States or any en abling legislation or executive order relating to any of the foregoing.

19.0 Meet and Confer. The Parties agree to meet and confer concerning all claims, disputes or other matters in question between the Parties arising out of or relating to this Agreement or breach thereof prior to the institution of any litigation.

20.0 Waiver; Remedies Cumulative . Failure by a Party to insist upon the strict performance of any of the provisions of this Agreement by the other Party, irrespective of the length of time for which such failure continues, shall not constitute a waiver of such Party's right to demand strict performance by such other Party in the future. No waiver by a Party of a default or breach of the other Party shall be effective or binding upon such Party unless made in writing by such Party, and no such waiver shall be i mplied from any omissions by a Party to take any action with respect to such default or breach. No express written waiver of a specified default or breach shall affect any other default or breach, or cover any other period of time, other than any default or breach and/or period of time specified. All of the remedies permitted or available to a Party under this Agreement, or at law or in equity, shall be cumulative and alternative, and invocation of any such right or remedy shall not constitute a waiver or election of remedies with respect to any other permitted or available right or remedy.

21.0 Integrated Agreement; Construction. This Agreement, including any exhibit, schedule or addendum attached hereto, supersedes any other agreements, either oral or in writing, between the parties hereto with respect to the rendering of services hereunder, and contains all of the covenants and agreements between 252
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the Parties with respect to said services. The provisions of this Agreement shall be construed as a whole according to its common meaning of purposes of providing a public benefit and not strictly for or against any Party. No verbal agreement or implied covenant shall be held to vary the provisions of this Agreement.

In the event an inconsistency arises between any attachments (including any exhibit, schedule or addendum) and any term of this Agreement, the terms of this Agreement shall prevail. This Agreement shall bind and inure to the benefit of the Parties to this Agreement and any subsequent permitted successors and assigns.

22.0 Amendment; Modification. This Agreement may only be amended or otherwise modified upon written mutual agreement of each of the authorized representatives of the Parties.

23.0 Assignment. This Agreement is personal to the Consul tant and may not be assigned without the prior written approval of the Designated Official .

Notwithstanding the foregoing, any assignment in violation of this Section by the Consultant is voidable in the City’s sole discretion.

24.0 Use of the Term “City .” Reference to “City” in this Agreement includes City Manager or any authorized representative acting on behalf of City.

25.0 Severability. If any part, term, or provision of this Agreement shall be held illegal, unenforceable, or in conflict with any law of a federal, state, or local governmental entity having jurisdiction over this Agreement, the validity of the remaining portions or provisions shall not be affected by such holding.

26.0 Execution Counterparts. This Agreement may be executed in counterparts and each such duplicate counterpart shall constitute an original, any one of which may be used for any purpose without the production of its duplicate counterpart.

Moreover, each counterpart shall be deemed for all purposes to be an original, and all such counterparts together shall constitute one and the same instrument, binding on all Parties hereto. Transmission by facsimile, electronic mail, and/or other validated instantaneous electronic transmission to one Party of a true copy of a counterpart duly executed by the other Party shall constitute valid delivery of such counterpart, and shall be valid, binding and effective for all purposes. Notwithstanding the foregoing, the authority under this Section to execute this Agreement with an electronic signature shall be limited to a physical (“wet ink”) signature placed on a counterpart to this Agreement by a Party, and transmitted electronically as described in this Section to the other Party.

27.0 Governing Law. The terms of this Agreement shall be interpreted according to the laws of the State of California. The Parties agree and consent to the jurisdiction of the state and federal courts of competent jurisdiction exclusively in the County of Los Angeles, California.
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28.0 Survival. The provisions of Sections 8, 9, 10 and 12.0, shall survive for a period of four years following the termination or expiration of this Agreement , whichever is later.

29.0 Notices. Any written notice required by this Agreement shall be given by depositing such notice in the United States mail, postage prepaid or by personal delivery, and addressed as follows:

TO CITY:

The City of Burbank
Management Services Department
Attention: April Rios
301 East Olive Avenue, Suite 100
Burbank, CA 91502
[email protected]

With a copy to:

The City of Burbank
Management Services Department
Attention: Betsy McClinton
301 East Olive Avenue
Burbank, CA 91502
[email protected]

TO CONSULTANT:

Civic Calling Corporation DBA Holly
Attention: Brendan Hellweg
443 Broadway 2
nd Floor #1295
New York, NY 10013
[email protected]

All notices shall be effective upon deposit in the mail, as specified above, or personal delivery.

Either Party may change the specified person or address at which it is to receive notices by so advising the other Party in writing.

30.0 Safety Requirement. To the extent that Consultant performs any work on premises owned or leased by the City, the Consultant agrees that it shall comply with this Section. All work under this Agreement shall be performed in such a manner as to 254
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provide safety to the public and to meet or exceed the safety standards outlined by CAL-OSHA. The City reserves the right to issue restraint or cease and desist orders to the Consultant when unsafe or harmful acts are observed or reported relative to the performance of the work under this Agreement. The Consultant shall maintain the work sites free of hazards to persons and property resulting from its operations.

Any hazardous condition noted by the Consultant, which is not the result of his operations, should immediately be reported to the City Project Manager.

31.0 Copyright. In the event Consultant creates an original work product as part of the Scope of Services (“work product”), Consultant agrees that work product is a work made for hire. Consultant acknowledges that he/she received consideration for this work product and has no copyright interest in any of the work product, or in any copyright related to the work product. For example work product may involve:
illustrations and graphic design services, digital and print branding services, photographs, Meta Tags, text, photographs whether edited or not, and other graphic images, appearing on the web sites or other applicable medium , domain names, log-in credentials for social media and other on- line electronic platforms.

Further, if this Agreement is found by any court or other jurisdiction to not be a work-for–hire as defined in 17 U.S.C. 101, then Consultant hereby transfers any and all interest of the copyright(s) in the work product to City. This transfer and assignment are irrevocable and in perpetuity.

Further, Consultant represents and warrants: 1) that all work product shall be original and not subject to any other ownership claims by third parties, and 2) if applicable, that consent by individuals depicted in any work product have been obtained and written releases will be delivered to City prior to the completion of the Scope of Services. Consultant indemnifies and defends City as to any damages arising out of or relating to a breach of this warranty and representation.

If applicable, Consultant agrees to provide all log- in credentials for social media and other on- line electronic platforms to C ity within ten (10) days of establishing same, which shall allow City at any time with the ability to access, utilize and maintain the social media account or electronic on- line platform, should C ity choose to do so. In any event, upon the conclusion of Consultant’s services, Consultant shall no longer utilize any log- in credentials or electronic on- line platforms.

32.0 Prevailing Wages. To the extent that the Consultant performs any work described in California Labor Code Section 1720(a)(1), including, but not limited to, inspection and land surveying work Consultant agrees that it shall comply with this Section. The Consultant, and any subcontractor or subconsultant working on behalf of the Consultant with respect to this Agreement, is required to pay not less than the established prevailing rates of wages to all workers employed in the execution of this Agreement, and Consultant shall comply with all other requirements applicable to 255
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Public Works Construction as specified in the California Labor Code and/or Davis Bacon Act, if federal money is funding any part of this Agreement . Furthermore, Consultant must register as a public works contractor with the California Department of Industrial Relations, if the compensation under this Agreement is greater than $25,000.

[Signature Page on the Following Page]

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In recognition of the obligations stated in this Agreement, the Parties have executed this Agreement on the date indicated above.

"CONSULTANT"
Civic Calling Corporation DBA Holly

"CITY"
City of Burbank

Signature Signature

Brendan Hellweg Betsy McClinton

President Management Services Director

If Consultant is a corporation or LLC, a
second signature is required:

ATTEST:

Office of the City Clerk
Signature

Name (Please Print)

Title Kimberley Clark, City Clerk

Approved as to Form
Burbank City Attorney’s Office

By:

Signature

Jina Oh

Chief Assistant City Attorney
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EXHIBIT A

SCOPE OF SERVICES

Consultant shall perform the following services for the benefit of the City:

A. Partnership Purpose
Holly will provide the City with an AI -powered Job Design Platform and accompanying professional services to:

1. Modernize and maintain the C ity’s ~ 535 classifications +/ - 25% with updated, market-ready specifications that address ADA/FEHA considerations and accessible language.

2. Deliver continuously refreshed, similarity -scored compensation benchmarks (refreshed quarterly and on- demand) to support labor negotiations, talent acquisition, and fiscal stewardship, with full transparency and explainability.

3. Automate and support compliance and policy checks—including FLSA exemption, ADA/FEHA reasonable accommodation, driver-license requirements, skills-based hiring opportunities, and EEO -4 classification—while enabling early detection of internal equity and compression risks (including within- series and cross -unit scenarios).

B. Services & Deliverables
Modern Classification
• Market-Ready Class Specs – Identify outdated duties and minimum qualifications; produce modernized drafts with tracked redlines and clear sourcing for bargaining support.
• AI-Driven Mapping & Similarity Scoring – Map each City classification to at least three comparator specifications across 11 identified survey agencies, scoring for both external matches and internal merge/split opportunities. • Series & Flight Analysis – Predefine and confirm classification progressions (e.g., entry → management → executive) to support compression monitoring across labor groups.
• Spec Workflow – Draft, edit, merge, route, and approve updated specifications within the Platform, with version control and audit history preserved. • Document Ingestion – Parse position-description surveys, agency drafts, MOUs, and meet-and-confer documents to integrate approved changes into specs.

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Modern Compensation
• Benchmark Library – Maintain salary data for all mapped classes, sourced from identified comparators and refreshed quarterly (by the 15th calendar day) or on- demand ahead of negotiations.
• Custom Benchmarking – Allow multiple comparator sets for different employee groups; flag internal equity/compression issues in real time, including within-series and manager–subordinate relationships.
• Negotiation-Ready Reporting – Produce redline- ready exports, council -ready salary recommendation reports, and side-by-side comparator justifications.

Policy & Compliance Analysis
• On-Demand Compliance Reporting for:
o FLSA exemption status
o ADA/FEHA accommodation considerations (including driver-license needs) o Skills-based-hiring opportunities
o EEO-4 classification recommendations
• Custom Analyses – Identify additional automated assessments during implementation site visit; deploy within the term at no added cost. • MOU Repository (Q4 2026) – Searchable database of premiums, allowances, and scheduled increases, with citations linking directly to source pages.

Holly Platform and Work Product: For purposes of this Agreement, “Work Product” means all reports, analyses, specifications, data visualizations, and other tangible materials generated by the Holly Platform for the C ity during the Term. Notwithstanding the foregoing, Work Product expressly excludes the Holly Platform itself, including without limitation its software, source code, algorithms, databases, user interface, documentation, and any derivative works thereof, all of which constitute the exclusive intellectual property of Holly.

C. Platform, Security, & Access
• Unlimited user seats with role-based permissions and SSO. • ≥ 99.5% monthly uptime; U.S. data residency; daily encrypted backups (30- day retention).
• Audit logs preserved ≥ 3 years.
• City retains all data ownership; Holly to destroy C ity data upon request at or after service conclusion, with written confirmation.
• Holly will not collect or store City Personally Identifiable Information (PII). 259
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D. Training & Change Management

1. Kick-off / Data Alignment – Confirm comparator list(s), gather City-provided data (class specs, salary schedules, MOUs, org charts).

2. Implementation Site Visit (3 days) – On-site sessions to unveil initial benchmarks and spec analyses, confirm series/flight assignments, and identify additional high- value analyses (e.g., EEO-4).

3. End-User Training – Targeted remote sessions for spec editing, benchmarking, and reporting workflows.

4. Playbooks – PDF quick-start guides for core workflows.

5. Office Hours – Biweekly 30 -minute virtual drop- ins during initial intensive- use phase; weekly thereafter if desired.

6. Improvement Meetings – Monthly 45- minute leadership reviews to track progress, remove roadblocks, and guide feature rollouts.

7. Semiannual Site Visits – Check-ins for advanced training, workflow optimization, and roadmap alignment.

E. Implementation Schedule
• Agreement Execution / Kick-off – Targeted for January 2026. • Baseline Data Processing & Audit – Within 10 business days of data receipt. • Implementation Site Visit & Platform Onboarding – Within 4 weeks of kickoff. • High-Priority Pre -Negotiation Support – Identify and address select classifications; full class/spec sequencing may begin later in year per C ity bandwidth.
• Ongoing Service & Enhancements – Quarterly refreshes; on-demand off-cycle updates for negotiation prep.
• Renewal Review – 60 days before contract end.

F. Support & Escalation
• Critical (system down) – Response: 2 hours; Resolution: 24 hours (24×7). • High (workflow blocked) – Response: 4 hours (M–F, 8am–8pm PT); Resolution:
2 business days.
• Normal (how-to / cosmetic) – Response: 1 business day; Resolution: 5 business days.
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G. City of Burbank Responsibilities

1. Provide current class specs, salary schedules, MOUs, and org charts within 10 business days of request.

2. Furnish comparator agency list(s) and indicate any group-specific variations.

3. Assign a Project Lead with day-to-day decision authority.

4. Review and provide timely feedback on proposed benchmarks, spec drafts, and merge/split proposals.

5. Ensure relevant staff availability for training, reviews, and approvals.

H. Assumptions & Constraints
• Baseline class count: ~535 classifications, +/- 25%.
• Comparator agency list: ≤ 20 total agencies; changes no more than quarterly. • New features released to comparable customers during term included at no additional cost.

All deliverables provided under this Agreement shall be in form and substance reasonably satisfactory to City.

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EXHIBIT B

SCHEDULE OF COMPENSATION

The total compensation (including, any reasonable costs, expenses or reimbursements) payable by the City to the Consultant shall not exceed the Cost of Services as set forth in Section 3.0.

To the extent that the Schedule of Compensation includes any travel, hotel or other reimbursable expenses, such expenses shall be for actual and reasonable expenses incurred in the performance of the Scope of Services and must be preapproved by the City.

The Consultant and the City agree that the Consultant shall earn its compensation according to the following method:

Lump Sum:

The City shall pay for the services on an annual lump sum basis. Consultant shall invoice the City after all services set forth in Exhibit A have been fully performed annually and all deliverables have been accepted by the City.

Billing Date Service Fee Components
January 1, 2026 $40,000
January 1, 2027 $41,200 3% CPI applied
January 1, 2028 $42,436 3% CPI applied

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EXHIBIT C

INSURANCE REQUIREMENTS

Consultant shall procure and maintain, for the Term of this Agreement, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the Consultant, its agents, representatives, employees or subcontractors.

A. Minimum Scope of Insurance. Coverage shall be at least as broad as:

1. Commercial General Liability : Insurance Services Office Form CG 00 01 covering commercial general liability insurance (“ CGL”) on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be at least $2,000,000.

2. Automobile Liability: ISO Form Number CA 00 01 covering any auto (Code 1), or if Consultant has no owned autos, hired, (Code 8) and non- owned autos (Code 9), with limit no less than $1,000,000 per accident for bodily injury and property damage.

3. Workers’ Compensation: as required by the State of California, with statutory limits, and employer’s liability insurance with limit of no less than $1,000,000 per accident for bodily injury or disease.

4. Professional Liability or Errors and Omissions: Errors and Omissions insurance appropriate to the Consultant’s profession (“ E&O Insurance”), with limit no less than $1,000,000 per occurrence or claim, $2,000,000 aggregate.

If Consultant maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by Consultant.

B. Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:

Additional Insured Status
The City, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Consultant including materials, parts or equipment furnished in connection with such work or operations. General liability 263
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coverage can be provided in the form of an endorsement to the Consultant ’s insurance (at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10 and CG 20 37 forms if later revisions used).

Primary Coverage
For any claims related to this Agreement, the Consultant’s insurance coverage shall be primary insurance as respects the City, its officers, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, agents, or volunteers shall be excess of the Consultant’s insurance and shall not contribute with it.

Notice of Cancellation
Each insurance policy required above shall provide an endorsement that they are not subject to cancellation without thirty (30) days’ prior written notice to the City or ten (10) days’ prior written notice for non-payment of premium.

Waiver of Subrogation
Consultant hereby grants to City a waiver of any right to subrogation which any insurer of said Consultant may acquire against the City by virtue of the payment of any loss under such insurance. Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer.

Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by the City.

The City may require the Consultant to purchase coverage with a lower deductible or retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention.

Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the City. Such insurers shall be licensed to provide insurance under California state law.

Claims Made Policies. For the E&O Insurance Policy and any other insurance providing claims-made coverage (e.g., pollution liability insurance, if applicable):

1. The “Retroactive Date” must be shown, and must be before the Effective Date.

2. Insurance must be maintained and evidence of insurance must be 264
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provided for at least three (3) years after completion of the work required under the Agreement.

3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the Agreement Effective Date, the Consultant must purchase “extended reporting” coverage for a minimum of three (3 ) years after completion of work.

Verification of Coverage
Consultant shall furnish the City with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this Agreement . All certificates and endorsements are to be received and approved by the City before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Consultant ’s obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.

Cyber Liability Insurance
Technology Professional Liability (Errors and Omissions) Insurance appropriate to the Consultant’s profession, with limits not less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Consultant in this agreement and shall include, but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations. City shall inform Consultant if such insurance is required.

Contractors Pollution Liability and/or Asbestos Pollution Liability

If Consultant’s Scope of Services includes the handling or transportation of hazardous materials, Consultant shall maintain pollution liability and/or asbestos pollution liability applicable to the work being performed, with a limit no less than $1,000,000 per claim or occurrence and $2,000,000 aggregate per policy period of one year. City shall inform Consultant if such insurance is required.

265
1 STAFF REPORT
DAT
E: January 27, 2026
TO: Justin Hess, City Manager
FROM: Rafael Quintero, Chief of Police
VIA: Viviana Garzon, Police Administrator
BY: Jackie Montes, Administrative Analyst l
SUBJECT: Acceptance of a Donation of Gym Equipment Valued at $77,064 from the Burbank Police Foundation for the Burbank Police and Fire Departments Training Gym

RECOMMENDATION
Accept a donation of new gy m equipment valued at $77,064 from the Burbank Police Foundation for use by the Police and Fire Departments and authorize the City Manager or designee to take any necessary action to effectuate the transfer of the donation (Attachment 1).

BACKGROUND
The Burbank Police and Fire Headquarters training gym has operated since 1998 and serves as an important wellness resource, supporting first responders in maintaining the physical fitness necessary to serve the comm unity safely and effectively. The facility offers treadmills, weights, and squat racks, and is accessible to all Police and Fire employees.

The Burbank Police Foundation (BPF) is a non-profit 501 (c)(3) community-based organization established in 2013 with the mission of strengthening public safety in Burbank by supporting the Burbank Police Department (Department) and fostering community partnerships. BPF is governed by a board comprised of Burbank residents, business leaders, and active or retired me mbers of the Department, reflecting local investment in the city’s safety and quality of life. BPF has historically provided financial support for initiatives not otherwise funded through the departm ent budgets, supported POLICE

DEPARTMENT
Consent Calendar
Item #5
266
2 education and public safety programs, re cognized youth achievement through the Matthew Pavelka Scholarship Award, and led community outreach efforts that promote meaningful connections between the Depar tment and the community. In 2025, BPF elected to donate gym equipment to the City of Burbank for use in the Police and Fire Departments Training Gym. This donation aligns with BPF’s long-standing mission to fund resources that directly improve officer wellness and operational readiness.

DISCUSSION
The training gym is accessible to Police and Fire personnel 24 hours a day, seven days a week, and is utilized by more than 350 em ployees. The gym is an important wellness resource that supports the physical and mental readiness of first responders and encourages collaboration, cama raderie, and peer support bet ween the Police and Fire Departments. Given the high volume of use, the facility requires updated and additional equipment to adequately meet current a nd ongoing demand. BPF is donating gym equipment valued at $77,064. The donation in cludes weightlifting equipment, leg machines, and cardio machines, which will significantly enhance the gym’s capacity and functionality.

In accordance with the City’s Administrative Procedure VI-12, Contribution of Merchandise or Money to City Departments , all contributions of merchandise valued at $5,000 or more must be formally accepted by City Council.

ENVIRONMENTAL REVIEW
Approval to accept this donati on has no potential for resulting in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment, and as such, is not a “project” subject to the requirements of the California Environmental Quality Act (CEQA) 14 Cal. Code Regs § 15378.

FISCAL IMPACT
The fiscal impact of this donation will in clude ongoing maintenance and any necessary repairs of the donated gym equipment. These costs are expected to be minimal and will be absorbed within the existing budget for gym equipment maintenance. The equipment 267
3 is anticipated to have a useful life of approximately eight to ten years before replacement is required.

CONCLUSION
The Burbank Police Foundation’s donation will s upport the continued operation of the Police and Fire Department’s traini ng gym. The donated equipment will enhance operational readiness by providing equipment that ensures pers onnel are prepared to respond effectively, safely, and professionally to the needs of the Burbank community.

ATTACHMENT
Attachment 1 – Donation and Indemnity Agreement

268
ATTACHMENT 1
1 DONATION AND INDEMNITY

AGREEMENT

1. IDENTIFICATION

THIS DONATION AND INDEMNITY AGREEMENT (“Agreement”) is entered into by and between the City of Burbank, a California municipal corporation (“City”), and Burbank Police Foundation (“Donor”), as of this ____ day of _________________, 2026.

1.1 The Burbank City Council has formally accepted a Donation of new gym equipment valued at $77,064.00 from the Burbank Police Foundation for the Burbank Police and Fire Departments Training Gym.

NOW, THEREFORE, and in consideration of the mutual covenants and conditions herein contained, City and Donor agree as follows:

2. DONATION

2.1 Donation: Donor will donate gym equipment as set forth in Exhibit A for use by the Burbank Police and Fire Department personnel at the Burbank Police and Fire Headquarters located at 200 N orth Third Street, Burbank, CA 9150 2, with an estimated total value of $77,064.00.

3. DONOR OBLIGATIONS

3.1 The Donor shall be responsible for the purchase, assembly , transportation, and delivery of the gym equipment as described under Donor obligations below.

3.2 The Donor shall be responsible for all of its equipment and personal property used or maintained on City premises during the purchase, installation, or delivery of the Donation, and releases the City from any liability for either loss of, or damage to, such equipment or personal property.

3.3 The Donor agrees to indemnify and hold harmless the City, its officers, directors, employees, and agents (collectively referred to as the "Indemnified Parties"), from and against any and all claims, damages, liabilities, costs, and expenses, including reasonable attorneys' fees, arising out of or in connection with any act or omission of the Donor or any of its agents or employees that result in bodily injury, property damage, or other harm to any third party as a result of the assembly, transportation and delivery of the gym equipment.

3.4 Condition of the Gym Equipment: The Donor represents and warrants that 269
ATTACHMENT 1
2 the Donation, once accepted, is in new condition and free from any defects or damage that would affect its valu e, quality, or use by the City .

The Donor agrees to provide the City with any documentation related to the Donation, including manuals, manufacturer warranties, and maintenance requirements.

3.5 Use and Display of Donation: The Donor acknowledges that the City will have full control over the use and display of the Donation, at the Police and Fire Headquarters, and for use by Police and Fire personnel.

3.6 Defense, Indemnification and Hold Harmless : The Donor agrees to indemnify and hold harmless the City, its officers, directors, employees, and agents (collectively referred to as the "Indemnified Parties"), from and against any and all claims, damages, liabilities, costs, and expenses, including reasonable attorneys' fees, arising out of or in connection with any act or omission of the Donor or any of its agents or employees that result in bodily injury, property damage, or other harm to any third party.

3.7 Release of Ownership Rights : Upon the delivery and acceptance of the Donation, the Donor shall forever release any rights, claims of interest, or payments for said Donation to the City. The Donor shall have no right to view, alter, or repair any portion of the Donation without obtai ning advanced written approval from the Chief of Police.

4. CITY OBLIGATIONS

4.1 City shall accept the Donation provided by Government Code sections 37354 and 37355 and the City’s Administrative Procedure V1 -12 Contribution of Merchandise or Money to City Departments.

4.2 City agrees to provide Donor with any reasonable documentation requested by Donor to support its application for a tax deduction for its donation to the City under this Agreement.

4.3 Upon Donor’s request, City shall recognize Donor in publicity, news releases, printed matter, and other public information regarding the Donation.

4.4 If the City, at any time after the acceptance of the Donation, determines that any or all of the Donation is no longer needed, is in disrepair, or no longer useful to the City, the City may, with no advanced notice to Donor, discard all or part of the Donation.

4.5 Maintenance: The City will be responsible for the routine maintenance, and repair of the gym equipment that results from the normal operation of the gym equipment. The City will also be responsible for the repair of the gym equipment for any damage caused by the negligence of the operator of the gym equipment.

4.6 Indemnification and Hold Harmless: Upon completion of the Donation by the Donor, and approval of the Donation by the City, the City shall release the Donor from and against any and all claims, damages, liabilities, costs, and expenses, including reasonable attorneys' fees, arising out of or in 270
ATTACHMENT 1
3 connection with the Donation that result in bodily injury, property damage, or other harm to any third party.

4.7 Conservation, Maintenance, Repair, and Replacement : The City will be responsible for the conservation, maintenance, and repair of the equipment provided by the Donation.

4.8 All donated equipment, once the Donation is accepted by and delivered to, the City, shall be the exclusive property of the City.

5. NOTICES
Any notices required by this Agreement shall be sent to:

If to City:

City of Burbank
Attn: Rafael Quintero, Chief of Police
200 North Third Street
Burbank, California 91502

Telephone: (818) 238 -3200
Facsimile: (818) 238-3229
With a courtesy copy to:

City of Burbank
City Attorney
275 East Olive Avenue
Burbank, California 91502

Telephone: (818) 238 -5700
Facsimile: (818) 238-5724
If to Donor:

Burbank Police Foundation
PO Box 4069
Burbank, California 91503

Telephone: (818) 237-9032
Facsimile: N/A

6. EXECUTION COUNTERPARTS
This Agreement may be executed in counterparts, and each such duplicate counterpart shall constitute an original, any one of which may be used for any purpose without the production of its duplicate counterpart. Moreover, each counterpart shall be deemed for all purposes to be an original, and all such counterparts together shall constitute one and the same instrument, binding on all Parties hereto. Transmission by facsimile, electronic mail, and/or other validated instantaneous electronic transmission to one Party of a true copy of a count erpart duly executed by the other Party shall constitute valid delivery of such counterpart, and shall be valid, binding, and effective for all purposes. Notwithstanding the foregoing, the authority under this Section to execute this Agreement with an elec tronic signature shall be limited to a physical (“wet ink”) signature placed on a counterpart to this Agreement by a Party and transmitted electronically as described in this Section to the other Party.

271
ATTACHMENT 1
4 7. INTEGRATION
This instrument constitutes the entire Agreement between City and Donor with respect to the Donor’s donation described herein. No other prior oral or written agreements are binding upon the parties. Any amendments to this Agreement shall be effective only if made in writing and executed by both City’s representative and Donor.

TO EFFECTUATE THIS AGREEMENT, the City has caused its duly authorized representative to execute this Agreement on the dates set forth below. Donor makes this contract, if at all, by making the donation specified in Section 3.

"DONOR"
Burbank Police Foundation
"CITY"
City of Burbank
Signature Signature
Name (Please Print) Name (Please Print)
Title Title
If Donor is a corporation or LLC, a
second signature is required:

ATTEST:

Office of the City Clerk
Signature
Name (Please Print)
Title Kimberley Clark, City Clerk

Approved as to Form
Burbank City Attorney’s Office

By:

Jina Oh, Chief Assistant City Attorney

272
Exhibit A
1 • 1 Escape Fitne ... LIFTPLAT4 Escape Lift Zone/79" x 79"x1 .5" • 2 Fitness Produ ... FPD-RBHX-5-50 Rubber Hex Dumbbell Set (5Ib-50lb) • 1 Fitness Produ ... FPD-RBHX-55-100 Rubber Hex Dumbbell Set (55Ib-100lb) • 2 York Barbell 34076 105 lb Rubber Hex w/ Chrome Ergo Handle • 2 York Barbell 34077 110 lbs. YORK Rubber Hex w/ Chrome Ergo Handle • 2 York Barbell 34078 115 lb Rubber Hex w/ Chrome Ergo Handle • 2 York Barbell 34079 120 lb Rubber Hex w/ Chrome Ergo Handle • 2 York Barbell 34080 125 lb Rubber Hex w/ Chrome Ergo Handle • 1 TAG Fitness RCK-MEGA TAG MEGA 3 Tier Horizontal Dumbbell Rack • 1 TAG Fitness RCK-HDR54 TAG Dumbbell Rack (Holds 5-60 or 65-1 0Olb) • 1 Fitness Produ ... FPD-HDR80/81 3 Tier Tray Dumbbell/Kettlebell Rack • 1 Precor USA FTS GLIDEBLACK FTS Glide Black Pearl, Black Weight Plates • 1 Misc. Items Leg Press Hack Squat (Black) (400698)
• 1 Precor USA DPL540 - BP/BLK Precor Discovery Plate-Loaded Chest Press (Black Pearl
• 1 Precor USA DPL309 - BP/BLK Precor Discovery Plate-Loaded Seated Row (Black
• 1 Precor USA C026BP Pulldown / Row {Black Pearl}
• 1 Precor USA C015BP Rear Delt / Pee Fly (Black Pearl) • 1 Precor USA C027BP Leg Extension/Curl {Black Pearl}
• 1 Fitness Produ ... FPD-HR-M35 FPD Half Rack, includes: J-Hooks, battle rope hook, landmine attachment, original pull up bar with rock grips and TRX hook, spotter arms, plate storage, and one barbell storage.
• 1 Fitness Produ ... FPD-355-DPA Dip Attachment for Power Rack/Half Rack • 1 Precor USA DPL802 - BP Precor Discovery Plate-Loaded Smith Machine (Black
• 1 Fitness Produ ... FPD-OB48C Commercial Olympic Curl Bar w/ Chrome Sleeves
• 1 Fitness Produ ... FPD-BPT-04 Bumper Plate Tree
• 1 Fitness Produ ... FPD-55-GHD Glute Ham Developer 572.00 572.00 • 1 Fitness Produ ... FPD-FBR-10 Fixed Barbell Rack
• 1 Lifecore Assault Pro Bike X Assault Pro Bike X
• 1 Concept2, Inc. 2715 Concept2 SkiErg with PMS
• 1 Concept2, Inc. 2720 Platform for Ski Erg
• 1 Concept2, Inc. 2712-US Standard RowErg, with PMS monitor.14" seat height • 1 Lifecore AirRunner Assault AirRunner
• 1 Aqua Training AP190BB
273
Exhibit A
2 • 1 Torque Fitness TANK-MX TANK MX, REMOVABLE PERFORMANCE

Burbank City CouncilJanuary 27, 2026

Burbank City Council
January 27, 2026